#10-Descent

Season 7, Episode 16

Lex-"I was raised in your shadow. Now, you're gonna die in mine. No one will even remember your name." The only episode from the beyond bland Season 7 worthy of being on this list, "Descent" literally came out of no where! After a season's worth of lackluster storylines, useless characters and bad writing, came the most plot driven episode in years! "Descent" focuses on the character the writers had pretty much done perfectly since day 1: Lex. It's obvious the writers loved the character of Lex more then Clark considering Lex centric episodes were always better written and there were a hell of a lot more of them than Clark centric episodes. In this episode, Lex finally does what he was destined to do: kill his father and become villain he was meant to be. Fans have discussed many times whether 'Descent" was or wasn't even officially when Lex became truly evil, but seriously who cares, this one of the most powerful episodes from the series none the less. The scene where Lex kills Lionel, while spoiled, was brilliant effective and shot, with great final words between the father and son. In fact, there some really insightful and long over do dialogue between characters, especially between Clark and Lex. The scene where both confront each other is one of my favorite Clex from the series. Tom Welling and especially Michael Rosenbaum really brought their A game this episode as Clark and Lex have a war of words about the past 7 years they've known each other. Lex blaming Clark for Jonathan's death and Clark not backing down by letting Lex know he will bring him to justice was an incredible scene. Also, Connor Stanhope who plays a young Lex was such a scene stealer, probably one of the most talented young actors to grace to series in a while. You also had Lois and Jimmy (Henry...really?) investigating Lionel's murder, which was great looking back and Gina was decent as Lex's personal assistant turned hit woman. I loved the scene where Clark use his heat vision to save Jimmy and Lois from freezing to death, which brought some stunning effects.

But all that, Descent's final scene is where this episode truly became one of Smallville's greatest. After a uplifting and hopeful speech from Chloe, Clark pretty vows a full on war with Lex and goes to Lionel's funeral despite Lex's wishes. The funeral scene is a phenomenal scene with absolutely no words being said and no words needed to be said. The looks on Supermanly looking Clark and truly evil looking Lex's faces said it all, the war between the two greatest enemies has officially began! Lex walks away and Clark does his signature "dirt on grave" ritual as the sun shines brightly on the graveyard. I had no words! "Descent" is damn near perfection and still gives me chills every time I watch it!

#9-Transference

Season 4, Episode 6

Lionel as Clark-"Of course. It all makes sense now." If anybody ever questions Tom Welling's acting ability, I suggest you watch "Transference" first! Why? Because Tom by far gives his best performance of the series and what a performance it was! An episode like "Transference" could have easily fallen apart without both actors being committed to the concept of switching bodies with another character, but both John Glover and especially Tom Welling do. I would think it would hard for an actor to imitate all of John Glover's flawless mannerisms as Lionel Luthor, but Tom makes it seem...well...seamless. Tom truly does become Lionel, right down to the evil grin. Lionel as Clark really causes some serious damage to all the people in Clark's life and he doesn't even have to use Clark's powers to do so. Scenes like Lionel as Clark telling Jason he doesn't want to play football or just patting Jonathan on the back are beyond hilarious. But the best scenes have to be when Lionel completely psychologically abuses Chloe and Lana. I really felt sad for both characters as Lionel pretty much makes Chloe feel like sh!t and forces himself on Lana! It's really disturbing stuff, but beautifully acted by Welling! John Glover does fine as Clark as expected but wasn't really much of challenge. Clark is pretty much your straight forward, goody goody type hero, which really isn't much to play with when you think about it. But I did feel bad for Clark, getting beat up by the prisoners in jail, he just seemed so helpless and scared, but being in Lionel's body, who wouldn't be?

I loved how Clark's essence some how healed Lionel's illness and began Lionel's whole redemption storyline, which ultimately lead to his demise. "Transference" is undeniably entertaining and because of Tom Welling's incredible performance, makes this one of the most re-watchable episodes of the series.

#8-Legion

Season 8, Episode 11

Garth Ranzz-"Hey Kal, where's your cape?" The final and finest episode from Season 8 to make it onto this list is one of the best written and most comic influenced episodes of the series. Despite what most fans would say, "Legion" is for both comic book fans and long time fans of the series. Guest writer and DC writing icon Geoff Johns pens one of the most well executed scripts of Smallville that brings in new, fleshed out characters, develops our favorite long term characters, packs in a good, healthy dose of Superman/Legion references and moves the season's plots forward all in a single hour! The 3 Legion members (Cosmic Boy, Saturn Girl and Lightning Lad) are great characters and perfectly casted with each actor portraying their characters' personalities wonderfully. Each has their time to shine and really give Clark some insight on just how important his destiny means to not only the world, but the universe itself. This was great development for Clark and it's not just about the Legion, it's really about Clark as well as he teaches them what it truly means to be a hero, as corny as that sounds.

Meanwhile, Brainiac plans to steal all the knowledge in the world and have Doomsday destroy it once he's finished. I love this motive for Brainaic as it reminds me of the old Superman cartoons where Brainiac had the same motive. Then you have Brianiac unleashing the iconic Brainiac symbol on the world which starts draining the minds of mankind. Not to mention, Allison Mack gives a creepy, effective performance as Brianiac which doesn't insult James Masters' Brainiac at all. Sam Witwer has one scene, but delivers a great moment for Davis regardless. Lana is used so well here as she acts as Clark's support system. While many think Lana was making Clark's decisions for him, she was being there for Clark and reassuring him he's a better hero than he thinks he is and she's right. Clark comes up with an ingenious plan to save Chloe and the world, while again, teaching the Legion that there is always another way to save the day. In my eyes, this was Clark's closest to being Superman!

With hilarious tongue-in-cheek jokes (no tights, no fights), brilliant Legion references (Brainiac 5), awesome special effects (The Legion battling the Persuader), a beyond stunning final scene between Clark and Lana and too many more memorable moments to name, "Legion" is probably the closest Smallville will ever get into the comics and is a marvelous epic that in the end brought Clark closer toward his destiny to becoming the Man of Steel! I'm buying Season 8 for this episode alone!

#7-Run

Season 4, Episode 5

Bart-"Your watch is fast. I say if there's one thing I never am, it's late. I say I'm gonna be somewhere, I'll be there like a flash!" I love Bart! I really do! He's probably the best recurring character on the series and his debut on the series in "Run" is nothing short of special! It's the first episode to feature a future DC hero on the series and the first, of course, it always the best. Kyle Gallner as Bart is a tremendous talent and a joy to watch interacting with the characters, especially Clark. What I always loved about their dynamic was that brotherhood they had for having the same super speed powers. Clark is like Bart's older brother, telling him when to do the right thing and Bart brings out the fun side of Clark, who can be a bit too serious sometimes. The 2 future heroes balance each other out perfectly and the scenes where they both race after each other are shot beautifully with some great special effects, like when Bart runs over water.

Another great scene is when Clark gives a moving speech to Bart about him being a good person and bad person he thinks he is. It's this speech that sends Bart on the right track to becoming a hero and it really felt like Superman was talking to the Flash! The episode ends with probably my favorite ending to an episode from Smallville, Clark and Bart race one last time which ends with Bart leaving Clark in the dust. It's a perfect ending to a perfect episode! "Run" is a fantastic superhero intro for the future Flash with tons of foreshadowing and the most fun the series ever had!

#6-Memoria

Season 3, Episode 19

Clark-"You always tell me how you don't want to turn into your father, and I truly believe that, but the more you two go at each other, the more like him you become and the more people get hurt." The Luthors are such great characters and I swear every scene between Lionel and Lex are easily Emmy worthy performances between Michael Rosenbaum and John Glover. One of the darkest and most remarkable stories ever written from the series, "Memoria" explores the history of the Luthors through remarkable flashbacks that Lex experiences when trying to get back the memories Lionel stripped from his mind. The flashbacks are so well written and the way the present scene faded into flashback is genius! You really feel engaged into Lex and Lionel's past as they both experience hardships such as marital problems, parental abuse and the loss of one of their brother/son, Julian Luthor. These flashbacks are so surreal and beautifully portrayed by all the actors featured. Alison Down gives such a strong presence in her first appearance as Lex's mother, Lillian Luthor. She was 28 at the time I believe and gives a haunting performance, especially during Julian's murder scene. Never has a scene from Smallville left me so creeped out and how frightening to know Lex witnessed such a horrific and sadly took the blame to protect his mother. But at the cost, he lost his father's love because of his sacrifice. It's really poetic and though provoking writing here, who knew Smallville could deliver such a powerful script such as this. The final scene between Lionel and Lex is one of the finest scenes from the series with hard hitting performances from Michael and John. Watching Lionel hear the truth about what really happened the night his son died is indescribable! Lionel's reaction is so heart wrenching as well as Lex pulling away as his father tries to reach out to him for the first time in his life.

But this episode doesn't just develop the Luthors but also Clark, who gets caught in between Lionel and Lex's on going feud. Lionel double crossing Clark was twisted turn of events but leads to Clark having a memory of Jor-El and his mother, Lara putting him in his ship. It's such a great moment where Clark remembers his real mother and shouts her name in a rage, causing a explosion in Summerholt. It leads to 2 amazing scenes: one is where Clark warns Lex about his rivalry with his father and how it will ultimately lead him to the dark path he's trying to escape. The last is the best mother/son moment between Clark and Marth as Clark tells Martha about Lara as Martha reveals Lara was Clark's first words. It's the most touching moment from the series as Martha tells Clark "a mother's love never dies" and they both embrace each other. "Memoria" is the definition of masterpiece and works on all levels.