Smallville Season 5

The **fifth season** of *Smallville* began airing on September 29, 2005 and concluded its initial airing on May 11, 2006, with 22 episodes, marking the final season that aired on The WB.

### Arrival

Clark throws the newly formed Crystal of Knowledge into the snow, creating the Fortress of Solitude. When Clark enters, he is greeted by the voice of Jor-El. Jor-El tells him that the Fortress is a replication of Krypton's geography so that he can begin his training in order to save the world. However, Chloe was also transported to the Arctic, and followed Clark into the Fortress. As she comes near the simulation Clark is in, a localized blizzard attacks her. Unable to withstand the extreme cold, she calls for Clark's help as she collapses.

Jor-El insists that he must continue his training, but Clark refuses to let Chloe die. He makes a deal with Jor-El. He is allowed to save Chloe, but he must return before the sun sets or there will be grave consequences. Shivering heavily and nearly incoherent, Chloe stammers that she knows he is faster than a speeding bullet and he carries her off in super speed.

Lana sees two Kryptonians come out of the spaceship. They blast all the police cars around them with heat vision. Lex wakes up in the cave and finds the key in the Inner Chamber of the Caves. The Disciples super-speed into the cave and take the key from Lex, saying they are searching for Kal-El. When they determine that he is not Kal-El as Lex bleeds, they leave abruptly. Speeding back into town in his car, Lex almost hits Lana, who is wandering around dazed in the middle of the road. She tells Lex that she saw a spaceship and he tells her that she is delusional, and she faints. He sends Lana back to the Luthor mansion, locates the ship, and stores it in Warehouse 15.

Clark takes Chloe to a hospital in the Yukon, where she reveals that she's known about his powers since last year, but was waiting for him to tell her himself. Clark tells her that he's from another planet and Chloe promises that she will never tell his secret. While watching a news broadcast, Clark realizes his parents did not evacuate. Chloe says they need him more than she does and he rushes back to Smallville to help them.

At the mansion, Lana awakens to see Lionel Luthor carving a Kryptonian symbol into the hardwood floor. He tells her that green kryptonite is the Kryptonians' only weakness.

Lois goes back to the Kent house and finds it badly damaged. She helps Jonathan locate Martha under the rubble and takes the Kents to the hospital. When Aethyr and Nam-Ek show up at the hospital looking for Kal-El, Lois confronts them, and they choke her and throw Jonathan across a room. Lana appears and lures the Kryptonians to the mansion, saying she knows where Kal-El is. She tries to trick them into entering Lex's vault full of kryptonite-rock artifacts, but Nam-Ek manages to stagger away from the vault and regain his strength, long enough to replace the lead-lined door. The two recover and throw Lana across the room.

Clark arrives at the Mansion and they ask him to join them. When he refuses, Aethyr throws a wrist ring off her arm to form the Phantom Zone vortex to trap Clark in it. However, Clark strongly resists; they fight briefly and Clark manages to trap them instead. The vortex forms into a giant shard of crystal and flies out of the window and into space. As the sun sets, Clark has the choice of taking Lana to the hospital or returning to the Fortress as he promised. He stays with Lana and his abilities are instantly lost. Lex shows up at the hospital in the Yukon to take Chloe back to Smallville, but also to find out what happened in the caves. She first thinks it is Clark, raising Lex's suspicions. Clark goes to visit Lana in the hospital.

She is reading a newspaper article detailing the "accidental deaths" of Jason Teague and his mother. Attached is a note from Lex stating that she "owes him". Clark asks her if she meant it when she said she loved him. She says yes and they decide to renew their past relationship. Clark tells his parents that he is fine with losing his powers and will enjoy being a 'human', but Martha and Jonathan are skeptical. Lex checks on the progress of the investigation of the ship in the warehouse. A black ooze drips out of the ship, taking the form of Milton Fine.

### Mortal

Lex is watching Lionel in his cell at Belle Reve. His expression is unreadable as Lionel wanders around in a straitjacket, unresponsive. Lex instructs the doctor to monitor Lionel at all times. As he exits the facility, he bumps into Tommy Lee, a man with electrical powers. The guard doesn't notice Lee's restraints deactivate. Lee overpowers the orderlies and escapes with twins who have  the ability to create a powerful force field together. They ask where to and Lee replies Smallville.

Smallville's citizens are raising a barn with Clark and Jonathan's help. Jonathan asks Clark how he is doing and he says that he doesn't mind being sore or in pain. Chloe also asks how he's adjusting, saying that she believes his destiny is more than farm life. Clark insists that he is glad to be free of his Kryptonian destiny and it's worth it because he gets to be with Lana. Lana talks about how the world seems to be off of Clark's shoulders. Lex arrives to talk to Clark and says he hopes they can rebuild their friendship. Clark and Lana go to the Kent barn to retrieve supplies and they discuss their relationship, agreeing to put the past behind them. Clark is more relaxed around Lana now that he is human.

Lana and Clark are making out in his loft but he suggests they slow down because he wants their first time to be special. They are interrupted by the three fugitives. The twins blast Clark with a bolt of psychic energy, pinning him to the ceiling. Tommy Lee talks about how everybody in Belle Reve wants him and how he's a legend there. Clark tells him he's got the wrong guy. Lee responds that than he is going to have to kill him and his girlfriend.

Lex finds Chloe in the Kawatche Caves examining the altar and again questions her on how she made it to the Yukon. He tries to force her to tell him what she knows about what happened in the cave and about Clark's involvement and she counters that he knows more than he admits as well, because he is now claiming that the spaceship Lana saw was non-existent. She tells him to stop asking her questions or she will start asking him some of her own.

Back at the farmhouse Clark learns the Belle Reve escapees were part of an abandoned test group subjected to green kryptonite injections and have since become addicted to them. Eager for a fix, Lee devised a plan to make Clark Kent get it for them, having heard of his amazing feats. Jonathan and Martha drive up looking for Clark and Lee takes Lana hostage and tells Clark to get rid of them. Clark lies badly that Lana went to lie down, but his parents notice his shirt on inside-out and realize he's lying. They try to investigate but encounter the three fugitives, who take Jonathan and Martha Kent hostage, too, and send Clark to find the drug, or else they will kill his family.

Clark enlists Chloe's help and she takes him to LuthorCorp. She comes equipped with a trunkload of spy gear and they use her laptop to break into the building during the security shift change.

Inside the partially reconstructed Kent house, Sheriff Adams shows up. Lee takes Martha for leverage and sends Jonathan and Lana out to get rid of her. She tells Jonathan they found the car the convicts stole up the road and makes small talk for a few minutes.

Clark sneaks into the ventilation duct and communicates to Chloe through an ear piece. They snipe at each other for a bit and Chloe is incredulous when he lets slip that he told Pete about his super powers.

Back at the Kent farm, Sheriff Adams notices something is amiss. She leaves to call for backup; Tommy blasts her away and the Twins put up a forcefield.

Clark and Chloe locate the serum in the facility, but they cannot get through the room in which they are stored because the lock is only activated with Lex's thumb print. Chloe remembers that Lex picked up her flashlight during their confrontation in the caves. She and Clark lift a fingerprint off of the flashlight. However, the room is still crossed with security laser beams and when Clark reaches for it, they burn his arm.

Back at the farm the police can only wait impatiently on the other side of the twins' forcefield. Clark arrives and asks the sheriff to let him handle things. Clark gets inside and ends up fighting the fugitives with a sledge hammer and no super powers. He surprises them with Chloe's flash grenade (a graduation present from Lois), and dodges out of Tommy's energy blast so that it hits the twins. He shorts out the electricity with the hammer, disabling Tommy's powers, and floors him with a punch. The police arrest the three men. As they are being hauled away, Chloe arrives and congratulates Clark's heroic act. She also reveals that someone was watching them break into the facility. Lex is watching a security tape at the Mansion.

He insists it is impossible when he sees Clark being burned by the security beam. He looks up and sees Clark standing in his doorway. Clark stalks into the room and punches him, knocking him to the floor. Clark demands to know what he promised the meteor freaks and tells him that if he wants to test him he should do it himself. Clark tries to punch him again but Lex punches Clark back. When Clark's split lip bleeds he asks Lex if he's satisfied. Afterward, Clark goes to Lana's Talon apartment for comfort. He doesn't tell her about his and Lex's fight, but he talks to her about the uncertainty he feels, indirectly saying that he thought his life would be different or easier without his powers. Lana takes care of his wounds and they make love for the first time.

### Hidden

Gabriel Duncan strong-arms his way into a missile launch facility and forces the guards to turn over their keys. He then shoots the two guards and sets the launch for one hour. Gabriel then places a call to Chloe, who is packing to move to Metropolis University. She is happy to hear from Gabriel, who did computer work on the *Torch*, until he warns her to get out of Smallville before it is destroyed.

At the Kent Farm, Clark and Lana wake up in Clark's bed together. When the couple realizes what time it is, Clark tries to sneak Lana out, only to be surprised by Clark's parents in the kitchen. As the situation becomes uncomfortable, Lana leaves, and Chloe (who has just arrived) tells the Kents of the phone call she received from Gabriel.

Jonathan finds Sheriff Adams, who is conducting some sort of military operation. She tells Jonathan that it is simply a drill, but it is actually a covert raid on the Hampstead Farm missile silo, where they think Gabriel is. Unfortunately, Gabriel figured out how to divert dummy signals to multiple silos to throw the military off of his trail.

Chloe and Clark break into Gabriel's house, and learn Gabriel's father, Colonel Duncan, was the "lighthouse keeper" for the local nuclear missiles. They find a room completely filled with articles about meteor freaks. Further exploration reveals Gabriel's father dead on the floor. Clark and Chloe formulate a plan to draw Gabriel out: Chloe calls Gabriel and says that her car is stuck and she can't get out of town. When Gabriel comes to help, Clark confronts him and Gabriel shoots him in the abdomen. Gabriel then forces Chloe to go with him and leaves Clark bleeding to death in the middle of the road.

At the missile silo, Chloe unsuccessfully tries to talk Gabriel out of destroying Smallville. Gabriel tells Chloe that the article collection belonged to his father, and that he begged Gabriel to kill him because the last meteor shower turned him into a meteor freak.

At Warehouse 15, Lex is frustrated with his scientists' failure to open the Black Ship. When he notices a strange symbol that was not there before, Lex heads to Belle Reve to visit Lionel, who is still in a trance. Lionel has drawn symbols all over his padded room. Lex demands that Lionel tell him what the symbols mean and how to open the spaceship, but Lionel just says that only "he" can open it.

Clark is rushed to the hospital. When he is stabilized, Lana enters and talks tearfully about how Clark is always trying to be the hero. Clark regains consciousness for a moment and smiles at Lana, but then he flat-lines. Dr. Harden and a crash team attempt to revive Clark. At the same time, Lionel's cataracts clear as he snaps out of his trance and uses sudden super strength to punch through the glass of his cell and super-speeds out of Belle Reve. After failing to revive Clark, Dr. Harden pronounces him dead. Lana, in tears, is forced to leave the room. At her distraught appearance, Jonathan and Martha realize that Clark is dead, but they find Clark's body gone.

At the silo, Chloe gets free and knocks out Gabriel, but with a minute left, she can't stop the launch sequence. Gabriel recovers consciousness and the two of them fight over the gun. Gabriel ends up getting shot. The missile launches as Chloe can only look on in horror.

Clark suddenly wakes up at the Fortress of Solitude. He sees Lionel, who has been inhabited by Jor-El, who explains that, when Lionel's body was activated by the Crystal of Water, Lionel became a vessel for Jor-El to use should Clark need his assistance. Jor-El then says that he resurrected Clark and returned his powers because his destiny is too important to sacrifice. However, he warns Clark that he cannot change fate; for Clark to return, someone else's life must be exchanged. Clark protests, saying Jor-El should just let him die, but Jor-El explains that Clark had already made the decision when he chose to disobey him. Jor-El embraces Clark and says that he will always love him.

Super-powered once again, Clark super-speeds back to Smallville just in time to jump onto the missile. He rides it into the sky and disables it before it harmlessly crashes back to Earth.

Exhausted and disheveled, Clark returns home and bitterly tells his parents that he is no longer "human." He is guilt-ridden and subdued, and when Jonathan asks if Jor-El wanted something in return, Clark lies and says "no." A grief-stricken Lana comes in and sees Clark standing there. They simply embrace wordlessly.

Later, Lana storms into Lex's office at the Luthor Mansion and hands him Clark's medical record, telling him that all of Clark's tests were normal. Lex counters that Lana can believe Clark's lies, but normal people don't rise from the dead. After she leaves, Lionel shows up. He is out of his trance, but denies remembering anything that has happened the last few weeks. Lex is bewildered that Lionel seems perfectly healthy with no recollection of carving symbols into the floor, but Lionel is nonchalant. Lex soon decides to look toward the satisfying fact that his father is back to normal now, and that it's almost a cause for a celebration.

Chloe finds Clark in his loft and correctly guesses that he got his powers back and saved Smallville again. Clark, quiet and sad, tells Chloe everything that happened and shows her where he is completely healed from the gunshot. Chloe reasons that Clark can't have a relationship with Lana without telling her the truth, but Clark says he can't expect her to react the same way that Chloe did. He is unwilling to face life without her and does not want to lose her. Full of guilt and fear, Clark admits that he made a terrible mistake by giving up his powers in the first place.

### Aqua

A summer party is in progress at Crater Lake. Clark and Lana are already there when Lois and Chloe arrive on the scene. Lois decides to go swimming, but hits her head on the footbridge and starts to sink underwater. Chloe becomes aware of the dangerous situation and calls on Clark to help Lois. Once underwater, Clark superspeeds into Lois' direction, but a mysterious guy outswims him. The young man revives Lois and introduces himself as Arthur "A.C." Curry.

The next day, Professor Milton Fine lectures in front of freshman students at Central Kansas University. When Clark arrives late, he catches Fine's attention. Fine explains that history is about the context and who is telling the story. He pretends to be interested in Clark's story only to find a good transition to talk about Lex Luthor and his evil doings. He even compares Lex with violent dictators like Stalin, Hitler or Napoleon, prompting Clark to defend Lex.

At the Talon, A.C. visits Lois and they good-naturedly tease each other. Lois ribs A.C.'s choice of wardrobe and he comments on her swimming abilities. A.C. uses it as an opportunity to strike a "deal" and spend some more time with Lois: she can show him how to dress and he can teach her how to swim. Lois agrees self-confidently.

Clark follows Professor Fine to excuse himself for being late. They have a brief conversation about personal attitudes towards life and then Fine offers Clark a job to find out the truth about Lex Luthor himself. He still needs a few research assistants, but Clark doesn't take the opportunity.

At Crater Lake, Lois and A.C. enjoy some relaxed swimming until Lois initiates a race. Arthur easily wins the race, although he starts a few seconds after Lois. She is honestly impressed, but not suspicious of him. They have an intimate moment on the footbridge - almost starting to kiss each other - when a high-pitched noise hurts Arthur. He falls into the water and makes a quick escape to find the power source. He can't bear the volume of the noise for long and subsequently returns to Lois suffering from severe pain. His ears are bleeding and Lois is shocked at his condition and extremely concerned for him.

At the Luthor Mansion, Lex analyzes the effect of a marine weapon, called Leviathan. He is very happy with the results of the last test, which causes him to think about selling Leviathan to the U.S. Navy. When the doctor asks what will happen to the marine life in the surrounding area, Lex reveals an unscrupulous ecological behavior towards life.

Lois cares for a weakened A.C., who recovers after drinking a glass of water. Lois wants to talk about the incident again, but AC has other things in mind. He gently touches Lois, but when he kisses her, she refuses. Lois cannot fight A.C.'s charm for long, and she starts to kiss him passionately. Suddenly, Clark enters the house and interrupts them. Clark wants to know more about AC and his amazing abilities. Chloe finds out that he is a sophomore student at the University of Miami, majoring in marine biology. In addition, he is a prominent member of its swim team. He has not visited Smallville until recently, which Clark takes to mean that his abilities are not the result of meteor rock exposure.

Lois is at the Talon admiring A.C. in front of Lana. Clark joins the small group, asking Arthur why he has come to Smallville. AC says that he worries about the recent mass mortality of the fish in Crater Lake. He gives a speech about ecological responsibility and the way it all affects people. A.C.'s speech impresses the girls, which makes Clark a bit jealous and doubtful about A.C.'s true motives. Due to Clark's rudeness, Arthur leaves the Talon and Clark already regrets his behavior. He tells the girls that he's going to apologize, and follows A.C. out of the Talon.

A.C. trespasses onto a LuthorCorp facility and deploys an explosive in order to destroy Leviathan. Clark appears right in time to absorb the explosive force. A.C. swims away, but stops when Clark blocks his way. Arthur creates a water blister and attacks Clark. Only a few moments later, Clark counters with his super strength and super speed. A second blister from A.C. is strong enough to knock Clark out of the water.

At the barn, Lois asks Clark if he has apologized to A.C., but Clark states that Arthur was too busy playing terrorist. Lois interprets this as some kind of provocation and leaves the barn. A.C. uses the opportunity to speak of Clark's abilities with subtle irony, since Leviathan can now cause more damage. Clark wants to talk to Lex about the issue and A.C. agrees to it only with internal resistance. Lex lies to A.C. and Clark about his projects when he mentions that LuthorCorp's only weapon is the one to fight hunger. Arthur is seriously angry with Lex and leaves the mansion in anger. Clark is also frustrated with Lex's obvious half-truths.

A.C. tries to destroy Leviathan in a second attempt, but he is stopped with a tranquilizer. He awakens inside the facility as a captive of Lex Luthor. Lex wants to know how Arthur manages to breathe underwater. He tortures him by denying him any water. Nevertheless, Lex is unable to worm the secret out of Arthur. Luckily, Clark enters the room to save A.C.'s life by supplying him with water. Clark offers to help A.C. bring down Leviathan once and for all. Meanwhile, Lex is about to present his new invention to some representatives of the Pentagon and an admiral. During the initiation process, the cameras drop out and the demonstration fails. A few moments later, Lex recognizes two streaks super speeding, one through the water, and one on the water.

Clark visits Lex at the mansion and asks him about his latest project. Lex angrily admits that it was a failure due to sabotage. Thinking about Professor Fine's warning, Clark wonders if Lex knows what he has become and what he is going to be. Lex affirms it and explains that the world cannot be separated just into black and white. Clark tells him about his professor's bad opinion towards Lex and his company and tells him he seriously regrets having defended Lex. Later, Clark calls on Professor Fine to ask him if he was still looking for research assistants. Fine specifies all the conditions Clark has to fulfill. He agrees with Fine and his idealistic attitude.

The last encounter of A.C. and Clark is affected by mutual respect and admiration. A.C. thanks Clark for helping him to save the marine life of Crater Lake. Clark warns him to beware of Lex in the future because he witnessed his abilities. However, A.C. is confident concerning the safety of his future whereabouts. The two say good-bye to each other as friends.

Lois and A.C.'s final meeting takes place at Crater Lake. Lois asks A.C. if he will ever return to Smallville, but he confesses that it's very unlikely. They share one last intense kiss before A.C. leaves. Later, Lois and Clark talk about Arthur Curry and his talents. Lois is really sad about A.C.'s departure because he was absolutely different from the other guys Lois fell in love with until now. Clark consoles her and suggests that she will eventually meet someone even more special.

### Thirst

Chloe is at the *Daily Planet* headquarters in Metropolis interviewing for an intern job with the new editor-in-chief, Pauline Kahn. Ms. Kahn is unimpressed with the column Chloe wrote in high school and tells her that Lionel Luthor's arm-twisting is the only reason she ever got the opportunity. She dismisses Chloe, but Chloe tells her that she doesn't expect special treatment and is willing to work her way up to the top. Pauline Kahn tells her that she will consider hiring her if she produces a good story.

Switch to Chloe's narration as she continues to work on her report on the Tri-Psi sorority. At their sorority house, a pizza boy arrives and the girls invite him into the hot tub. During the make-out session, the girls suddenly start biting him, he begins to scream and the water turns blood red.

Clark goes to visit Lana at her theater and then steps into her apartment to find her packing. She tells him that she's applied for late acceptance to Metropolis University, but there is no longer any housing available, so she is considering joining a sorority. Clark is disappointed and suggests her go to CKU with him, but she assures him that nothing will change between them.

Clark is in Professor Milton Fine's history course. After the lecture, Fine is approached by Lex Luthor. Lex accuses him of researching certain LuthorCorp projects that have yet to gain public knowledge. He asks him if Clark Kent is providing the information, but Fine denies Clark's involvement. Lex reminds Fine that he has great influence in the CKU review board.

The Tri-Psi sorority head, Buffy Sanders, introduces her group as the prettiest and most exclusive sorority. Lana is one of the pledges and is surprised to find out that she is the only one that has been picked to join. They tell her that there is one more initiation ritual, and it is revealed that the entire sorority are vampires. They bite Lana and she becomes part of the sisterhood.

Fine goes to the Luthor Mansion and tells Lex that he doesn't have to investigate his past, because he will provide him with anything he wants to know. He gives Lex a file on himself and tells Lex that he knows he is using funding from the University to conduct LuthorCorp experiments. Lex seems to back off, but when Fine leaves, Lex sends a guard to follow him.

When Chloe returns to her dorm, her roommate Karen is dismantling her mini- version of the Wall of Weird. Karen is angry about the Wall, and even angrier that Lana crashed the dorm and is asleep in Chloe's bed. Karen storms away and Chloe tries to awake Lana. She is groggy and lethargic, and Chloe thinks she is hungover from the pledge party. Clark arrives and Chloe leaves her in his care. He asks if she's feeling okay and she says she's fine and starts making out with him. Clark is surprised and confused by her aggressive advances and she gets annoyed by his reluctance and leaves.

The guard finds Professor Fine at Warehouse 15. When he approaches and says he shouldn't be touching what isn't his, but Fine claims otherwise. He extends a metal spike from his hand, kills the guard, and goes back to examining the Black Ship.

Chloe's investigation continues and she reports that Lana and her new friends have fun throwing each other off the house's balcony and getting drunk. Clark is worried about Lana's strange behavior and Chloe tells him that she's been investigating the sorority and has uncovered some strange details. None of the sisters ever leave the sorority, and it is the most exclusive one on campus. She makes a plan to infiltrate their Halloween party and brings Clark along. They split up to locate Lana. Clark ducks into a bedroom where Buffy catches him rummaging. She orders him to leave, but she is distracted by someone at her door. When she turns back to Clark, he is gone.

Chloe finds Lana dancing and making out with a frat boy and pulls her to the side. She asks her about how she's been acting and Lana bites her. Chloe calls Clark for help and he uses his super-hearing to find her. He arrives to catch Chloe just as she passes out, astonished to see Lana standing over her with a mouth full of bloody, pointed teeth. Clark takes Chloe to the hospital where the doctor reports that she has a rare strain of the rabies virus which is preventing her red blood cells from regenerating. They can treat her with transfusion but they don't know the cure. Professor Fine arrives at the hospital, claiming to be visiting a sick colleague. He asks about Chloe's condition and Clark admits that he thinks she was attacked by a vampire. Fine looks at Chloe's chart and tells him to ask Lex about Project 1138.

Back at the Tri-Psi sorority, the other girls are mad at Lana for leaving a victim alive. They tell her that Clark was snooping around and she has to clean up her mess by bringing him back so they can finish him off, or Lana will be the one they feed off instead.

Clark goes to the Luthor Mansion and demands that Lex tell him about the Project. Lex leads Clark into the library carrying a metal briefcase. He explains that six years ago, Buffy Sanders was trapped in a cave outside Smallville but was rescued by LuthorCorp. The cave was found to contain meteor rock-infected stalactites that had mutated the vampire bats living there. A LuthorCorp worker was also bitten and developed vampire-like symptoms like strength, fangs and light sensitivity, but they were able to cure him. He opens the case to reveal vials of the serum, kept active by a large fragment of meteor rock. Clark starts to feel ill and backs away just as an overhead window breaks. Lana appears and jumps to the floor. She knocks Lex out and attacks Clark. Clark is weakened by the kryptonite and Lana bites him. After sucking his blood, she is able to shoot heat from her eyes. Clark is able to grab one of the syringes with the antidote in it before Lana takes him back to the sorority house.

The girls lay him on the hearth of the fireplace and prepare to feed on him. Lana doesn't want to kill him and suggests they just turn him into a vampire as well. The girls explain there is no room for him in a sorority. Buffy doesn't care what Lana wants and when Lana stands in her way, she knocks her to the floor. Buffy then tries to kill Lana, but she uses her heat vision to vaporize Buffy and the other vampires run away in fear. Lana prepares to turn Clark into a vampire but he is able to stab her heart with the antidote and restore her to normal.

Clark and Lana are walking along campus when he tentatively asks how much she remembered. She admits that it's all a little fuzzy, but she remembers biting him and says she felt his love for her and his strength. She says she misses being with him. Clark goes to the Luthor Mansion to thank Lex for saving the girls' lives. Lex gets Clark to admit that Professor Fine is the one who told him about Project 1138 and tells him that Fine is obtaining highly classified documents. He warns Clark to stay away from Fine.

Chloe's report concludes with the knowledge that all the girls were cured, including herself. Her roommate is freak out and transferred away, so Lana was able to move into the dorm with her. She gives the article to Pauline Kahn, but Kahn claims that they don't print tabloid stories like the *Inquisitor*. Chloe counters with the research she did for the article including interviews, CDC reports and eyewitness accounts. Kahn changes her mind, says that Chloe has potential, and offers to hire her. Chloe is thrilled to start her dream career in the *Daily Planet* basement.

### Exposed

Chloe is working late at the *Daily Planet* screening news calls and Lois is keeping her company. Lois asks Chloe to help her move into the apartment at the Talon. Just then, Chloe receives a call from a desperate woman who gives her address and says someone is trying to find her. They get there and see the woman get intentionally killed by a hit-and-run driver.

Detective Maggie Sawyer talks to Chloe and Lois, but is frustrated with their lack of information. Chloe and Lois believe the dead girl, Melissa Paige, was more than just another stripper and decide to look into it themselves. Chloe notices the phone booth that Melissa used is near a club, the Windgate.

Jonathan's old friend, Senator Jack Jennings, comes to visit the Kent Farm. Jack is in the middle of a re-election campaign and wants Jonathan to help rally the farmers for him-– he is in the running against new candidate Lex Luthor. Detective Sawyer then shows up to question Jennings. She reveals that they found a picture in the dead girl's apartment of her and Jennings together, much to Jonathan's shock and dismay. Jennings, clearly embarrassed, denies any knowledge of the girl and Jonathan then suggests it is a fake made up by Lex in an effort to discredit Jennings and get more political support. Clark goes to the Luthor Mansion and confronts Lex, who denies he has any involvement in the affair. He recognizes the Windgate and warns him it has a dangerous reputation, but he nonetheless gives Clark a VIP pass to get in.

Lex comes by the Kent farm to talk to Senator Jennings and an angry Jonathan demands answers. Lex reveals he checked out the photo and found cell phone records confirming Jennings was talking to Melissa that night, but he is going to let the press find it, rather than go public with it himself.

Chloe and Lois find their way to the club, but they fail to talk their way past the bouncer. Noticing some women in costumes outside, they sneak in behind them to ask some questions. None of the girls are willing to talk to them and they all seem very fearful. Chloe and Lois spot a private office and sneak in to start searching the files, but they are soon interrupted by the owner. Chloe covers by passing Lois off as a potential new hire and the owner tells her to take her clothes off so he can see how she dances. Lois gets ready to go on stage while Chloe stays backstage to continue to question the other dancers.

Clark, in a suit and tie, enters the club, where he is greeted by the owner. Clark claims he is meeting with Jennings, who has a "usual table." Clark looks on in astonishment as the next dancer, Lois, emerges in revealing clothing and starts a very awkward dance routine. Eventually she gets into it but then spots an embarrassed Clark. She slips over after her routine and ostensibly gives him a lap dance so she can discreetly question his presence. He tells her he is looking for evidence to clear Jenning's name. Afterward, Clark notices a European man, Mr. Lyon, meeting with the owner and uses his super-hearing to overhear them talking about $500,000 and the owner's "girls."

The police bust in and Sawyer interrogates Clark and the other patrons as part of the investigation of the dead girl, who worked at the club shortly before the hit-and-run. Meanwhile, Mr. Lyon manages to get Lois out. Clark spots Chloe in the crowd, who doesn't know where Lois is. He then listens in on the conversation between the owner and Sawyer, where the owner claims Jennings was drunk at the time he met the girl and she took him home, but the Senator had nothing to do with the murder. Probing for evidence, Chloe talks to the dancers about Lyon. They tell her that he often takes different girls out of the club, who then disappear. Chloe finds out that Lois went with Lyon. After hours of questioning, Sawyer allows Chloe and Clark to leave, thanks to some phone calls by Lex. Sawyer is not impressed with their theories and investigation.

Jonathan meets up with Jennings at the farm and they go for a ride. Jonathan confronts Jennings about the dead girl and wants straight answers. Jennings admits that he was involved with Melissa and doesn't love his wife, but he lied just to keep Jonathan out of it.

Lyon takes Lois to his apartment. He gives her a red dress to wear, which is identical to the one Melissa was wearing the night when she was killed. While changing her clothing, she finds Melissa's personal belongings in the dresser. He takes pictures of her in her new dress and talks about how she'll make all the other girls jealous. When she tries to get out, he grabs her and forces her to stay. She tries to fight back, but the bodyguard tasers her unconscious.

At the *Planet*, Chloe and Clark compare notes. Clark overheard Sawyer talk about the son of a diplomat and Chloe has photos of the car's license plates. They find a consulate plate in the photos and find the address, and Clark super speeds there. Lyon is taking Lois out by helicopter from the rooftop helipad when Clark arrives. He prints out a fake passport Lyon made for her while Chloe figures out there is a helipad on the roof.

Clark superspeeds up there, hooks the helicopter with a line, and starts pulling it down. Clark yanks the helicopter back down, knocking out the pilot. Lois awakens and punches out her captors.

Sawyer and the cops show up but she reveals that Lyon has to be released due to his father having diplomatic immunity. Relieved to be alive but very disappointed in the criminal justice system, an angry Lois punches Lyon once more, and Sawyer advises them to return to Smallville. Later Clark meets with Lex and thanks him for his help, then expresses his disappointment with Jennings.

Clark and Jack are talking in the barn and Jennings seems genuinely sorry to have let Clark and Jonathan down. He reveals he's calling a press conference and is pulling out of the race. Later, Jennings suggests that Jonathan should consider running for Senator. Clark is helping Lois move out of the Kent house when Chloe shows up with her news story revealing that Interpol arrested Mr. Lyon upon his return to Europe, thanks to an anonymous tip. Lois reluctantly thanks Clark for his help and they part as friends.

### Splinter

Lana is studying astronomy and meteors in her dorm room when Clark comes to visit. He brings in a package from Lex that was outside her door. Clark opens the package and scratches his finger on the silver rock inside. The note indicates that it is a new kind of meteor rock and Clark leaves abruptly. Driving home, a large black truck pulls up behind Clark's and honks. He signals the other driver to pass but the truck rams him and begins to chase him. Clark's truck is run off the road and rolls into a ditch. Unharmed, Clark exits the totaled truck but the black one has disappeared. He then receives a phone call. When he answers, a garbled voice says, *"I know who you are."*

Jonathan is reading the paper about Lex's senatorial run. He muses that he could possibly run in Jack Jennings' place but Martha doesn't like the idea. She feels that it would be detrimental to Jonathan's health and might put their family in the spotlight, risking Clark's secret. Clark arrives home and tells his parents what happened to the truck. Jonathan advises that Clark stick to his normal routine in case someone is watching him. The next day, the subject of Professor Fine's history lecture is powerful men who were betrayed by close friends. As Clark is gathering his things to leave, a piece of green kryptonite falls out of his backpack and Clark reads a message on the wall from the slide projector: *"I know how to kill you."* Clark tells Professor Fine about the truck. Fine says the same truck has been following him and that he thinks Lex is responsible. Fine says he jotted down the license plate and gives it to Clark to track.

Clark takes the plate number to the *Daily Planet* and asks Chloe to track it. While she is working on it, Clark notices that she has an incoming email from Lionel Luthor. It says *"There are no secrets,"* and just as Chloe reports that the truck doesn't exist, Clark gets upset with Chloe and accuses her of telling Lionel his secret. She is shocked at his accusation and insists she'd never do that, but Clark doesn't listen and storms out.

Lana goes to the Luthor Mansion and thanks Lex for the silver meteor rock, but Lex claims he doesn't know anything about it. She doesn't believe him and says that she is determined to find out answers about the spaceship she saw. He claims he is protecting her and she says she doesn't need to be protected. He takes her to Warehouse 15 and shows her the spaceship. Lex claims he wants to help her get to the bottom of the ship's mystery, but Lana knows that he is only showing her because she is the only one who has seen it open. Despite her skepticism, she decides to help him.

At the Kent Farm, Lionel visits Jonathan and offers his assistance in Jonathan's Senate race. Jonathan doesn't understand why Lionel would want his son to lose and is skeptical of his motives. Lionel says that Lex's thirst for power is insatiable and it would be dangerous for him to win his first foray into politics, and Jonathan's wholesome image could give him a shot at winning. When Jonathan is still reluctant, Lionel produces an envelope full of cash. He says he knows Clark's secret and unless Jonathan accepts, he will experiment on Clark. Clark is watching the exchange and is shocked when he sees his father collect Lionel's money.

When Jonathan enters the house, Clark snatches the envelope out of Jonathan's pocket. His confused parents look on as Clark rants angrily. He waves the "money" around, which is, in reality, Lex's balance sheets for his campaign. Clark loses control. He hits Martha across the room and shoves Jonathan against the wall. To Clark's horror, Jonathan reveals that Clark was never his son, just a "thing [he] found in the cornfield." Clark abruptly drops Jonathan because Chloe has come up behind him with a chunk of green kryptonite. He accuses them of working together against him and speeds away, although he is still under kryptonite exposure. The Kents are surprised to realize that Chloe knows Clark's secret. Chloe tells him about how Clark accused her of betrayal and Martha suggests that his behavior must be due to red kryptonite. Chloe realizes that Lana had a silver meteor rock in their dorm room, but none of them have heard of silver kryptonite.

Lana finds Clark in her dorm room and he embraces her, then tells her they have to go North. Lana is hesitant and confused and Clark realizes Chloe is on her way. Telling Lana not to trust Chloe, he leaves. When Chloe arrives, Lana is unsure who to trust due to Clark's warning. Realizing that Clark is acting strange and erratic, she decides to believe Chloe and reveals she has the silver meteor rock hidden away. Chloe leaves to find Clark, instructing Lana to wait for him and keep him calm if he comes back. Clark goes to Professor Fine and asks him about the black truck again. Fine is confused and claims Clark hasn't been to class in over a week.

Clark tries to remind him about their earlier conversation, but Fine doesn't know what he's talking about. Clark is highly agitated and Fine explains that he has to go to a meeting, but asks Clark to wait for him in his office. Clark steps out through the door of his office and hallucinates that the room is full of random imagery, including his spaceship, a cradle, and a child running through the shadows. Lex's voice announces that Clark is an invading alien and that he is going to kill Clark. The room starts to fill with green gas and Clark stumbles out.

Lana angrily confronts Lex, but he insists again that he has no idea who sent her the rock. She tells him that it has infected Clark. He insists they're partners and that he'll take the rock to LuthorCorp and find a cure. Clark is watching their conversation through a window; from Clark's perspective, Lana kisses Lex, hugs him, then looks Clark straight in the eye and smiles. Suddenly the lights in the mansion go out and Lex goes to investigate. He finds one of his security guards unconscious and collects his gun. Clark comes up behind him, accusing him of trying to steal Lana from him. Lex tries to calm him down, but Clark grabs Lex's wrist and squeezes until he yells in pain and drops the gun. He then pushes Lex across the room. Lana hears the commotion and hides. Clark uses his super-hearing and X-ray vision to find her in the basement, slurring that they were meant to be together. He tells her that he stopped Lex and Lana asks if he hurt him. Lana assures him that she did not kiss Lex, but he doesn't believe her and begins to choke her.

Professor Fine appears behind him and interrupts Clark's assault on Lana. He superspeeds after Fine, who somehow evades him. Trying to calm Clark down, he states that it would destroy Clark to know that he harmed Lana. Fine uses a blast of heat vision to knock Clark down. He overpowers him, announces that he too is a Kryptonian, and uses a device to extract the splinter of silver K from Clark's neck. Fine calls him Kal-El and superspeeds away as Lex arrives to find Lana unconscious in Clark's arms.

Clark visits a recovering Lana in the hospital. Chloe is there too, but she excuses herself when Clark arrives to apologize. Lana tells Clark how Chloe explained to her that the meteor rock was responsible and gave him temporary powers. Clark is extremely guilt-ridden but Lana accepts his apology. She assures him again that there could never be anything between her and Lex. Chloe is waiting outside. Clark thanks her for covering up for him and when he starts to speculate on if he'd killed Lana, Chloe tries to reassure him that it wasn't his fault. Clark asks Chloe about the rock but she says it disappeared from Lex's manor in the confusion. Chloe also clarifies that she *has* really been e-mailing Lionel, but only to get inside information on Lex's senate campaign. She reiterates that she would die before she told anyone Clark's secret, and Clark gives her a hug. Lex is recovering at home, his wrist bandaged.

Lionel tells him that he might not want to let the story get out that a jealous young man beat him up. Lionel advises that all Lex's efforts to change his image won't help with those who know him, and Lana Lang will never love him. Clark talks with his parents about what has happened. He says he has no idea what was real and what was not. They think the infection burned itself out of him. Clark doesn't mention Fine's involvement because he thinks he imagined it. Jonathan is worried about how his joining the senate race would invite scrutiny in their lives, but Clark objects and says that they can't let fear rule their family. Clark realizes he did not imagine Professor Fine when he finds him in his loft. Fine tells him he is there to make Clark walk the path of a true Kryptonian.

Fine wonders why Clark trusts humans because they don't impress him. Clark tells him that the humans in his life are trustworthy and he will always stand by them. Fine says that Clark can come to him when he is ready to accept the truth. Fine then goes to the Black Ship and absorbs the "silver kryptonite" back into his body, leaving a plain rock - revealing that it was Fine who caused the infection.

### Solitude

Coming home from work one evening, Martha is walking toward the house. Suddenly, an energy burst shoots out of the sky and hits her. Clark hears it from the barn, rushes out, and finds her lying unconscious in the driveway. She wakes up and thinks she's fainted and doesn't remember what happened.

Clark goes to the *Daily Planet* to check weather reports to see if his mother was struck by lightning, but Chloe tells him that nothing unusual was recorded. Clark suspects that Jor-El was involved and he tells Chloe about how after he was resurrected, Jor-El warned Clark that one of his loved ones would have to die instead. Clark fears Jor-El has come to collect.

Lex is holding a photo shoot at the Talon and Lois is unimpressed. She warns him that someone will dig up enough dirt on him to ruin his chances of election. She decides to ask Chloe to help her find evidence that Lex was committed in Belle Reve. At the Luthor Mansion, one of Lex's scientists informs him of an electromagnetic tidal wave that is emerging from the Black Ship when Lionel arrives. Lionel reveals he knows about the warehouse and warns Lex that the public won't tolerate a politician obsessed with little green men.

Clark goes to Fine and asks for more information on Jor-El. Fine already knows about Clark's deal with Jor-El but refuses to tell more despite Clark's insistence. Clark reveals Fine's true identity to his parents and Jonathan is suspicious of Fine based on the other Kryptonians they've encountered. Martha's hand goes numb and she develops a strange bruise pattern on her left shoulder.

At the hospital the doctors have no idea how to help Martha, so they release her. Clark confronts Fine again, who reveals that Jor-El caused similar injuries to political dissidents on Krypton and was a ruthless dictator who imprisoned anyone who opposed him, including the rebel General Zod. Fine tells Clark that Jor-El destroyed the planet and sent Clark to Earth to conquer its people and recreate Krypton. Fine goes to the Kent home to examine Martha, who is getting worse. When she goes into convulsions, Fine advises treatment with a meteor rock, which relieves her pain. Fine warns that within a matter of hours she'll be dead. Clark confesses to Jonathan that when he was resurrected, Jor-El warned him that his life-force would be exchanged for someone he loved. Jonathan is upset that Clark didn't tell him and encourages Clark to go to the Fortress to contact him. Jor-El denies attacking Martha but warns that Clark can't alter destiny.

At the *Planet*, Lionel drops in on Chloe and tips her off about a story about a super-powered person at Central Kansas A&M... Professor Milton Fine. Chloe agrees to investigate him and follows him around campus. Lois convinces Chloe to help her bring down Lex and Chloe tells her about a LuthorCorp warehouse she followed Fine to. They hatch a plan to sneak into the warehouse. Lois distracts the security guard and Chloe sneaks in. She sees a pool of liquid metal leave the ship and form into Professor Fine, holding a black crystal spike. Another guard comes up behind her and when she turns back Fine is gone. Lois and Chloe escape the warehouse.

Martha's illness continues to worsen. Clark is taking care of her and she tells him that she is more than ready to die for her child. Desperate, Clark confronts Fine again, who tells him that the only way to cure his mother is for Clark to destroy the Fortress and break Jor-El's hold on Martha. Clark and Fine go to the cavern and insert the key, teleporting them both to the Fortress. Fine tells Clark to put the black crystal in the Fortress and it begins to collapse. Fine incapacitates Clark with kryptonite and reveals he was created to free Zod, the real tyrant of Krypton, so Zod can recreate Krypton on Earth. He leaves the kryptonite on Clark's chest and goes to welcome Zod, who is appearing out of the Phantom Zone.

Chloe meets with Jonathan at the farm and tells him what she's seen. She warns that Fine is not as helpful as he claims. Chloe goes to the Kawatche Caves and teleports to the Fortress. She takes the kryptonite off of Clark and he pulls the black spike out, sealing Zod in the Phantom Zone once again. A fight ensues between Clark and Fine, who has the same abilities as Clark. Clark sends him flying, impaling him on crystal spikes, and he disappears in a burst of light. Simultaneously, the Black Ship vanishes from the warehouse and Martha is cured.

Lex accuses Lionel of stealing the spaceship, which Lionel denies, He expresses concern that Lex is giving in to his "delusions" again.

Fully recovered, Martha and Clark talk about losing loved ones and Clark expresses how important she is to him. Warming up in the Kent house, Chloe tells Clark that Lionel is the one who tipped her off to Fine and Clark thanks her for her dependability. Clark also reveals that he went to see the black ship, but it has disappeared. Talking about all that has happened, Clark tells Jonathan that he is still worried about Jor-El's promise. Jonathan reassures him that even if that is true, he shouldn't dwell on what might happen and live life to the fullest.

### Lexmas

Lex drives into a dark alley to meet Griff, who is being paid to do whatever Lex wants to destroy Jonathan in the race for State Senator. Lex hesitates and says that he wants 24 hours to decide if he wants to go down that path. As he heads for his car, he is mugged and shot, and left for dead in the street.

It is Christmas Eve. Lex wakes up, shocked to see a very pregnant Lana in bed next to him. He also has a young son, Alexander. Lex lifts up his shirt and sees the scar on his side from the gun shot. His dead mother, Lillian, appears to Lex and says that it is not a dream and this can be his life if he makes the right choices. Lex is then seen to be lying unconscious in an alley.

At the farm, the Kents are getting ready for Christmas, and Clark has invited Lana to spend it with them. Clark gets an urgent call from Chloe, who is still at the Planet . The scene shifts to Lex being transported to the hospital as the doctors try to save his life. He slips back into his dream.

Lana says that it has been seven years since Lionel cut Lex out of the family fortune. He takes his son to go buy a Christmas tree. At the tree farm, Lex sees Clark and Chloe. Clark is now a full-fledged reporter at the *Daily Planet* and Chloe is publishing a book next month exposing LuthorCorp with Lex's help.

In reality, Lionel is speaking with the doctors at the Hospital and demands to speak to the doctor in charge in order to push a risky surgery. In Metropolis, Clark meets Chloe at the Planet, and she explains that her Teamsters went on strike, and the thousands of presents they collected for Toys for Tots will be undelivered unless he helps her out. Clark agrees to help her distribute the toys. While zipping through the city, he sees a man dressed in a Santa Claus costume about to jump off a building with a liquor bottle in his hand. He says he was going to jump because the Christmas spirit is dead. Clark objects and tells him about how he gave up his first Christmas with Lana to help Chloe deliver toys. When Santa falls off, Clark saves him and sends him on his way.

Dr. Scanlan explains to Lionel that Lex will most likely be paralyzed from the chest down because he is too unstable for surgery or transfer. Despite this, Lionel transfers Lex to the Davis Clinic in Metropolis for immediate but extremely risky surgery.

In the alternate reality, Lex and Lana Luthor go to the party at the Kents' house. Jonathan Kent is now the current State Senator. He says that Lex is the best man he knows and announces that Lex will receive the Kansas Humanitarian Award. Lex steps outside where his mother's spirit is. He marvels that he's never been happier and she tells him that he could have this happiness in reality if he makes the right choice. He doesn't understand but when he asks for more information, she disappears. Clark approaches and muses that he and Lana didn't work out because Lex became a man she could love. However, they are still on good terms. Their conversation is interrupted by Martha, who reports that Lana has gone into labor. Lana delivers a baby girl on Christmas Eve. However, she starts to rapidly lose blood. Lex goes to Lionel in the Luthor Mansion to beg for resources to save his wife, but Lionel refuses to help them because Lex betrayed him seven years ago by dropping out of the Senate race. He tells him that he has no son. Lana dies and Lillian appears again. Lex tells her that he doesn't want this alternate reality because everyone he's ever loved has died.

The man dressed as Santa Claus appears at the *Daily Planet* and offers to help Chloe with the gifts because Clark was willing to give up his Christmas with Lana. After Chloe reluctantly accepts Santa's help, he and all the presents disappear. Back at the Kents' party, Chloe tells Clark about the presents disappearing and says she thinks that he may have possibly been Santa Claus. Clark and Lana spend their first Christmas together as it snows.

Lex wakes up with Lionel at his bedside. He is upset with Lionel for ordering surgery with very low odds of survival, asking him, "How dare you play God with my life?" When Griff asks Lex what his choice was, Lex decides that he will do anything it takes to win the Senate race. Lex says his only wish is to live happily ever after and the key to that is money and power because "once you have those two things, you can secure everything else." In her reflection in the window, Lillian cries over the choice Lex just made and then disappears.

### Fanatic

A hidden killer assembles a rifle at a campaign rally for Jonathan Kent. The assassin prepares to shoot and it is revealed to be Lois. The rifle is fired and the bullet streaks toward Jonathan.

***Forty-eight hours earlier***

Lex is meeting with the Central Kansas A&M Students for Lex Luthor group. One woman, Samantha Drake, asks to have a picture with him. She is clearly his biggest fan, talking about how much she knows about Lex and even wearing a "Lex" charm around her neck. Lex is unnerved at Samantha's devotion. After the meeting, Lex gets a call from Griff. He says he has incriminating evidence against Jonathan for Lex and they arrange a meeting. However, Lionel finds Griff first and gives him a large amount of money for the envelope containing the evidence. Griff looks confused when he gives it to Lionel and Lionel burns it after glancing at the picture.

The Kents are preparing for a photo shoot arranged by Jack Jennings' campaign manager Sosnick. However, they are dressed in formal business clothes, completely unlike the Kents in reality. Lois criticizes Sosnick and Jonathan agrees. He fires him and hires Lois instead. Jonathan then receives a scrambled call giving him a last warning to drop out of the campaign. Saying he told the caller not to call again, he hangs up and takes a heart medicine pill.

Lois is putting up election posters when Samantha's group starts to tear them down, claiming they are not regulation size. They argue and Samantha realizes that Lois will not back down. She tells her buddies they need to play harder. They corner Jonathan in the barn and beat him up.

Clark arrives at Lana and Chloe's dorm room and the two get ready to go out. Then they decide to stay in and they start making out on Lana's bed. When Clark abruptly decides to leave after all, Lana confronts him about why they haven't had sex since he died. She is concerned, but Clark doesn't answer and accuses her of pulling away first by moving to Metropolis and obsessively studying astronomy. Lana gets angry and leaves Clark alone in the dorm room.

Clark goes to the *Daily Planet* to talk to Chloe about his relationship problems. Both embarrassed, they have a very personal and awkward conversation about whether or not Clark can sleep with Lana with his powers. Clark says they haven't because he doesn't know what will happen since he has trouble "adjusting his abilities to new situations." Chloe eventually tells him that Lana is going to figure it out herself sooner or later and he needs to tell her the truth.

Lionel offers Martha enough money to finance the rest of Jonathan's campaign, but she refuses. He suggests that since the run has been so stressful, maybe she doesn't want Jonathan to win. When Martha and Clark return home, they find Jonathan hanging upside down, unconscious in the barn. They rush him to the hospital, but Jonathan doesn't want to postpone the rally. He admits that he has been receiving threatening calls for a while now, and Martha and Jonathan argue about his decision. Lex arrives at the hospital. He is concerned and unsuccessfully tries to convince Clark that he had nothing to do with the attack.

Jonathan's poll numbers rise due to the attack, so Samantha decides to kill him. The other two members object, so she kills them as well. She then shaves her head bald, in homage to Lex. She is waiting for Lex when he comes home and tells him what she has done for him. Lex is suitably appalled and Samantha gets angry and knocks him out.

Clark and Chloe trace the calls to Jonathan to the student group. Clark admits that Jonathan has changed since he started his campaign and Chloe suggests that since Clark saves lives every day, Jonathan might be trying to prove a point by making a difference in his own way. Clark goes to their headquarters and finds the two dead students and realizes that Samantha is probably going to the rally. Backstage at the rally, while Jonathan prepares to give his speech, Lois runs into Samantha, who knocks Lois out cold. When Lois comes round, Samantha forces her to use a sniper rifle to shoot Jonathan, but at the last second, Lois attacks Samantha. Samantha grabs the rifle and gets a shot off before Lois grabs her. Just as Samantha shoots, Clark enters the rally, hears (ironically, since bullet's travel faster than the speed of sound) the bullet, and superspeeds in front of Jonathan to catch it without anyone noticing he was there. However, everyone hears the rifleshot and people panic. When Clark gets to the booth, Lois has Samantha pinned down.

Lionel and Lex argue about Griff's fate. Lex has correctly guessed that Lionel paid Griff off. Lex is frustrated by Lionel's constant and complete refusal to support him.

Lana and Clark meet in the barn and decide to slow down their relationship and attempt to rebuild it. Lana reveals she is studying the meteor showers. She says she doesn't believe they are random and has been comparing the two events. She thinks a ship might have arrived in the first meteor shower, and that someone from it has been in Smallville the entire time. Clark just looks alarmed and does not reply.

Lois reports that Jonathan is ahead in the polls, but she is worried because they are officially out of money. Martha decides to take Lionel up on his offer and meets him in his car.

### Lockdown

At Lex's manor, Lex is unhappy that the race isn't going well for him when two police officers arrive and order him to evacuate as there's been a bomb threat. Lex is suspicious and when he tries to check his security, the police officers draw guns. Lex makes a break for it and his assistant gets gunned down while Lex gets into a security room. Lex taunts them from his secure room but they've cut off communications and the head cop, Greg Flynn, identifies himself as an ex-cop and wants to know where the spaceship is.

Clark and Lana are studying and Lana tries to get Clark to make out with her, but Clark holds back. Lana becomes upset and starts to leave. As she leaves, she drops a notebook with research papers about a spaceship. Lana reveals she's been working with Lex and is unhappy that Clark is trying to avoid the subject. At the manor, Flynn reveals that he was one of the deputies at the spaceship landing. Flynn says that he'll figure a way to get Lex out of the secure room..

Clark and Martha are discussing Clark's relationship with Lana. Martha suggests he should trust Lana as he did Pete and Chloe. They're interrupted by Lois, arriving to help with Jonathan's campaign as his manager. That night, Lana is driving along and talking to Chloe when the second cop (and Flynn's fiancée), Harris, pulls her over and takes her to the manor. Lana denies any knowledge of the ship but Flynn remembers her from the crash and Lex has no choice but to come out. Lex manages to get the drop on them and shoot out the scrambler Flynn is using. He and Lana both get back into the secure room, but Lex is shot in the chest.

Lois is at the Kent campaign center when Jonathan arrives and kicks everyone else out, then asks her where all the money for the last-minute publicity is coming from. She eventually reveals Lionel Luthor is the new contributor. Jonathan is not happy at the price he may have to pay. Clark visits Chloe for advice and asks her to figure out how long Lana has been studying the Black Ship. Chloe refuses to spy on Lana as she is also Lana's friend and intends to stay out of it. Chloe gets a call about Lana's abandoned car.

Sheriff Adams is checking Lana's car when Clark shows up and spots a GPS tracker in the wheel well, which he shows to Adams before speeding off. Seconds later, Adams gets a warning of a security alarm at Lex's and she calls Harris, who reassures her. Adams is still skeptical and goes to check it out. Flynn has cranked up the heating elements in the secure room while Lana tends to Lex's wound. They see Adams arrive on the security camera and meet with Harris in the hall. Adams barges into the main room and sees the dead assistant and Flynn, and Harris shoots her from behind.

Clark is back with Chloe at the Daily Planet, checking out the GPS serial number and tracking it to Flynn, figuring he was at the spaceship landing. They go to see his psychiatrist while Jonathan vents to Martha.

She confesses that she took the money from Lionel and tries to convince him it's OK. Lana is still tending to Lex and trying to keep him awake. He talks about his dream and how Lana was the best part of it. Lex admits he doesn't know where the spaceship is and that it disappeared. Lex passes out and Lana opens the vault and demands they give him help – in return she'll take them to the ship. Flynn agrees and they head out.

Clark and Chloe sneak into the psychiatry wing and check the tapes of Flynn talking about the spaceship. They figure Flynn went after Lex; Clark superspeeds there and finds Adams and Lex. Lana and the others arrive at the warehouse where Flynn reveals he's going to plant an explosive to draw the police and press, verifying his story. When they get there the ship is gone but Lana manages to release some pipes and hits Harris. Flynn drops the bomb while Lana battles Harris and Harris beats Lana. Clark gets Lex to a hospital and gets him to tell where Lana is.

With 34 seconds on the timer, Harris frees Flynn and they plant the bomb before running out. Clark superspeeds in and spots Lana and the bomb. It goes off and Clark makes a last microsecond rescue of Lana just ahead of the explosion. Flynn and Harris are sent flying.

Flynn and Harris are taken off and Lana admits it was her idea to lead the bad guys off, and that she saved Lex's life because he saved hers. Jonathan has come to terms with Lionel's campaign contribution by deciding to pay it all back by selling the back 40. Lana and Lex share a moment and Lex promises she'll always get the truth from him from now on. They resolve to be friends, and hug, as Clark comes in and sees them together. Later, Clark is grousing to Chloe about how Lex endangered Lana, and Chloe tells him that if he'd been honest, she wouldn't have linked up with Lex in the first place. Clark is left with something to think about.

### Reckoning

Clark is sitting in his loft holding a piece of coal. He looks like he is seriously contemplating something very important. Lana appears behind him, and says she's ready to go wherever he promised to take her, but she can't figure out why she needs snow gear. He takes her to the Kawatche Caves, where they are transported to the Fortress of Solitude.

Lana is in shock as she looks around at the Fortress. Clark then reveals his powers to her by lifting her into his arms and making a super-powered leap onto a cliff above them. They land, and she asks how many times was he there saving her life without her knowing. Clark then surprises her again as he crushes the piece of coal and turns it into a diamond, and uses heat vision to seal it into a ring. He then proposes to her. He tells her she doesn't have to answer right then and says he'll give her some time to think, considering that his secret is a big thing to deal with.

They return to Smallville, and Clark tells his parents he proposed to Lana. Jonathan tells him that Clark is old enough to make his own decisions without the advice of his father, and that he and Martha are happy for him. Lana goes to the Talon apartment where she arrives just in time to stop Lois from falling off of a chair. She tells Lois that she has a big decision to make. At the same time, Clark goes to the *Daily Planet*, and tells Chloe about his proposal. Chloe is surprised, but happy for her friends. She tells him that he is lucky to know so soon exactly what he wants in life. Lana goes to the Kent Farm and accepts Clark's proposal.

Lois is holding an election party for Jonathan at the Talon, where she announces to the crowd that Jonathan has won his bid against Lex for Kansas State Senator, resulting in much celebration. During the party, Jonathan gets a mysterious call and angrily agrees to meet the caller. Lana gets a call from Lex. She goes to his mansion where he is drunk and depressed over losing the election. He notices Lana's engagement ring and asks Lana why would she accept it when Clark has lied to her so many times. Lex then realizes that Lana knows Clark's secret. Desperate to find out what it is, he grabs her and yells at her. She runs off and Lex follows her.

As Lana speeds away with Lex chasing after her, she calls Clark. She tells him that Lex knows that she knows his secret and tells Clark where she is. Distracted, she turns just in time to see a school bus. The bus slams into her car, causing it to flip several times, killing her. Clark super speeds onto the scene, witnessed by Lex, only to realize he's too late to save Lana. Jonathan, on his way to meet the mystery caller, stops on the side of the road and pulls a devastated Clark away from Lana's body, telling him there was nothing he could do.

Clark realizes that Lana's life is the price that Jor-El promised to collect when he resurrected Clark. He goes to the Fortress of Solitude and pleads with him to fix it. Jor-El gives Clark a crystal that will reset the day back to the beginning. However, he warns Clark that fate cannot be stopped, meaning that even if Clark saves Lana, someone else will die. When Clark takes the crystal, he is suddenly back in his barn holding the piece of coal.

Lana appears behind him just as she did at the start of the episode, and Clark has to make up a reason why he invited her over. Lana quickly realizes Clark is hiding something from her again and she breaks up with him. Depressed, Clark goes to Metropolis and tells Chloe everything, including how he had already lived the day, and about his proposal to Lana. Chloe is shocked to hear about all of it, but promises to keep an eye on Lana to prevent the accident.

That night, Clark goes to the party alone. When the news announces Jonathan's victory, Clark realizes that Lois is missing, and finds her on the floor of her apartment unconscious as Lana wasn't there to keep her from falling. The ground is covered in water (as Lois had started running a faucet before standing on the chair) and just as Clark picks up Lois, there's an electrical short and Lois narrowly escapes death. She is sent to the hospital with minor injuries. Lana arrives at the party with Chloe, but Lex still calls, and Lana still goes to Lex's mansion. Lex kisses her and, again, upsets her. She speeds away, and Lex follows to try to apologize. But this time, Clark stops the bus before it hits Lana. However, he sees Lex consoling Lana about their breakup.

This time, Jonathan arrives at his destination, which turns out to be a secret meeting with Lionel Luthor back at the Kent Farm. Lionel shows something to Jonathan that throws him into a rage, and they get into fisticuffs. Jonathan dismisses Lionel and laboriously walks into the yard, breathing heavily. Martha and Clark drive up and catch him as he stumbles to the ground. After taking a final, loving look at his family, Jonathan dies in their arms as Martha and Clark beg him to wake up.

Soon it is the day of Jonathan's funeral. As he and Martha quietly prepare, Clark is overcome with guilt knowing that his desire to save Lana ended up costing him his father. Martha tells Clark that he can't feel guilty because even if he had the chance, he would never have been able to choose between Jonathan and Lana. He confesses to her that he doesn't know if he can be the man Jonathan wanted him to be without him there to guide him. Martha assures him that he is already becoming a man Jonathan would be proud of. Clark helps Martha put on her necklace, and the devastated mother and son hug each other as they try to come to terms with what's happened.

All of Clark's close friends and several other Smallville residents attend Jonathan's funeral at Smallville Cemetery, including the Luthors; Lex stands in the back, unseen. Lana comes over and holds Clark's hand as others leave. Clark is the last person at the grave site. Alone and guilt-ridden, he picks up a handful of dirt and sprinkles it into his father's grave.

### Vengeance

Clark is in the barn trying to repair the tractor, breaking tools in frustration. When Martha comes in, he tells her that he dropped out of school for the rest of the semester because there is too much work to do at the farm. Martha is disappointed, but doesn't press the issue. She tells him that she has to go to Metropolis to talk to the Governor's office about Jonathan's State Senate seat. While she is there, she plans to drop off some of Jonathan's clothes at the homeless shelter. She suggests Clark look and see if there is anything he wants to keep, but he refuses. She offers Clark Jonathan's watch, but he tells her to wear it instead. Martha looks worried and leaves.

As she is dropping off the items in Suicide Slums, muggers push her down, steal the watch, and almost kill her. However, she is saved by a masked female fighter who swoops out of the sky and beats them up. The rescuer leaves just as the police arrive.

Lana asks Clark to coffee, but he says he is too busy. She urges him to stop bottling his emotions up, but Clark insists she doesn't have to worry. Martha arrives home with a large bruise on her cheek and tells him about the masked rescuer and the stolen watch. Clark goes to the *Daily Planet* and reports to Chloe that the police have no leads. As they wait for the report to be faxed, they talk about Martha's benevolent rescuer. Chloe says she has been tracking the vigilante for weeks and is excited to have an eyewitness to complete the story. Clark is guilty about not taking the watch or taking Martha to the city. With his emotions close to the surface, he gets upset with Chloe for trying to "cash in" on the situation. He says all he can think about is getting the watch back. As he exits the office, he runs into another intern, clumsy and bespectacled Andrea Rojas, who apologizes profusely and shuffles away.

Lex finds Lana at the Talon doing closing work for Martha. They talk about how Martha and Clark are coping. Later, Lex goes to confront Lionel, who is covertly leading the Apex Group in a takeover of LuthorCorp, and Lex can't stop him after the losses LuthorCorp suffered by financing Lex's unsuccessful bid for the Senate.

Chloe and Clark continue to research the masked avenger and Chloe names her the "Angel of Vengeance". The police report arrives, but when Chloe goes to retrieve it, the Angel swoops down and tells Chloe to stop her investigation. Clark tries to stop her, but she is as strong as and more agile than he is. She tells him to stay out of her way and flies away. Chloe is enthralled, but Clark seems uninterested until he realizes that the Angel of Vengeance is probably the only person who knows who mugged his mother. He devises a plan in which he pretends to mug Chloe to draw her out.

When she arrives, Clark unmasks her, realizing it is Andrea. She tells him that she received a heart transplant from a victim of the second meteor shower and with it, superhuman agility and strength. She reveals that she always carries a locket with a meteor rock in it to remind her. Clark asks her about saving Martha and the stolen watch. He admits that it belonged to his father and she correctly guesses that Clark is grieving his death. She tells him that she was stabbed during a botched mugging in which her mother was killed. She agrees to help him get the watch back, but acknowledges that what Clark really wants is justice. They decide to confront the gang that was responsible.

Martha goes to the *Daily Planet* looking for Clark, but only finds Chloe. He hasn't answered his cell phone all day and she guesses that he is trying to find the muggers. Martha worries that his guilt and denial will manifest itself somehow and with Clark's abilities, she is afraid of what will happen. She says Jonathan always knew what to say and tells Chloe that she appreciates being able to share Clark's secret. Clark and Andrea find the gang, but they refuse to reveal their leader, Snake. As they leave, the gang member calls Snake and Clark superspeeds and steals the phone from him and takes it to Chloe. After they get the address, Chloe starts to call the police, but Clark intends to deal with it himself. Knowing that Clark probably isn't thinking straight, Chloe strongly protests, but Clark speeds away. Andrea follows to keep an eye on him. Clark finds Snake and the two fight. Snake says he sold the watch and Clark chokes him until he is almost dead. Andrea arrives and encourages Clark to kill him, but he stops himself. Andrea decides to finish the job. She subdues Clark with her locket and threatens Snake. Snake claims that the man who hired him to kill her mother, had received a call from Lionel Luthor. Against Clark's protests, Andrea kills him and leaves.

Lionel is making himself comfortable in an office at LuthorCorp and mocks Lex for his unsuccessful efforts to get the company back. Lex threatens to tell Martha that Lionel and Jonathan met secretly just before he died. The blackmail works and Lionel concedes. He stops trying to obtain the company and Lex hires him as a special consultant.

The other gang member arrives, sees that Snake is dead and prepares to kill Clark, unknowingly pulling him away from the kryptonite. Clark dispatches him and gets to LuthorCorp just as Andrea is about to throw Lionel out of the window and tries to talk her out of it. Realizing that Clark would never let her get away with murder, she flies away and vanishes. Clark catches Lionel before he falls.

That evening, Martha starts to cry when she sees one of Jonathan's jackets hanging up in the barn. She is interrupted by Lionel, who offers his condolences. He asks about Jonathan's Senate seat and tells Martha that he refuses to accept Jonathan's campaign finance repayment - a sizable portion of their farm land.

The next morning at the *Planet*, Clark and Chloe learn that Andrea has disappeared. Clark admits that Chloe was right; he shouldn't have gone after Snake. He confides that he was ready to kill Snake, but his dad's voice in his head made him stop. Chloe said to Clark, if Andrea didn't cross any line the city of Metropolis needed somebody like her and ask Clark could do what she could do but a lot of better. Clark said maybe he could, become a reporter by day and moonlight as a crimefighter to give hope to people in Metropolis. He arrives at his loft and finds his father's watch, found by Lana, who searched every pawn shop until she found it. Clark finally admits that he feels lost and alone and Lana offers a sympathetic ear. She encourages him to put the watch on. When he goes inside the house, he is startled to *actually* hear his father's voice—Martha is watching an old home movie in which Jonathan is teaching a young Clark how to drive the tractor. Martha sees that Clark is wearing the watch and hugs him as he begins to cry.

### Tomb

During a thunderstorm, Chloe is taking a shower at Lois' Talon apartment when the power goes out. (A ghost can be seen peering through the shower curtain while Chloe is still in the shower.) She gets out and in the dark, she sees a young girl pleading with Chloe to help her. Chloe screams and Lois rushes into the bathroom. She doesn't see the girl, but finds Chloe crouched in a corner, her wrists cut, asking for help.

At the hospital, Clark meets Chloe's psychiatrist, Dr. Sydell, who theorizes that Chloe might have cut her wrists due to too much stress, perhaps from keeping a secret she feels she can't share, or family history. Lois denies any family history of mental illness. Dr. Sydell states his intent to treat Chloe aggressively.

Clark talks to Chloe, who claims she does not remember anything and that she did not try to kill herself. She tells Clark about the girl she saw. Clark asks Chloe if she wants to tell the doctor about her mother's mental illness, but Chloe insists they don't.

Martha is studying budget reports when Lionel Luthor drops by unexpectedly, letting himself in the back door. She asks him to use the front door next time, or call first. He asks if she is considering taking Jonathan's Senate seat, and Martha is unnerved by his questions. Lionel offers his condolences and leaves.

Chloe hears a voice begging for help coming from the bathroom in her hospital room. She gets up to investigate and sees the girl again. Lana arrives just then and Chloe asks her to help her find the girl. She sees bloody footprints that Lana can't see and tries to tell her doctor. Chloe gets upset and insists they listen until they sedate her.

Lana is visibly shaken by Chloe's behavior and goes to Lex's, where he is on the phone, angrily insisting that the caller locate Professor Fine. Lana tells Lex that Chloe tried to kill herself and asks if Lex could do anything from when he was in Belle Reve. Seeming genuinely concerned, Lex agrees to get her the best doctors available. Clark visits Chloe again, but this time she is in restraints. Lex arrives and announces his intention to transfer her, because he doesn't think the hospital will offer the best care. Clark protests and when Lex leaves, he breaks her out.

Clark takes Chloe to Lois' apartment, where Chloe tells him again that she didn't hurt herself and she did indeed see something. He listens patiently but is still skeptical. She sees the girl again and follows her into the bathroom. The girl's spirit disappears into the wall and Chloe insists that Clark look. Clark uses his X-ray vision and sees a skeleton behind the wall. He breaks the wall open, exposing a body, but it is wearing a bracelet with a large kryptonite gem. When Clark stumbles out of the room, Chloe touches the stone and the girl's spirit is transferred into Chloe's body. Chloe looks in the mirror and sees the face of the dead girl.

Clark takes Chloe to his house. She is acting erratic and nervous, fidgeting and biting her nails. She starts talking about how the girl must have suffered so much and that they need to find the person responsible. Clark looks worried and leaves her to rest in his bedroom. Chloe rifles through her things and finds a license to carry a stun gun and a Met U ID card. Lois tells Clark what she found out about the body, that it belonged to a girl named Gretchen Winters. They go to tell Chloe, but find Clark's bedroom empty.

Lana is asleep when Chloe arrives at their dorm room. She asks Chloe where she's been and Chloe asks if she can borrow her own stun gun and leaves abruptly. She runs into Lex, who insists she go with him to receive help. Chloe hits him with the stun gun and runs away. Clark arrives shortly afterward and Lex argues with Clark because he suspects Clark broke her out.

Lois is in her apartment when the hospital orderly, Michael Westmore, is standing at her door. He claims he is concerned for Chloe and Lois gets suspicious. Michael muses that his father used to manage the Talon when it was a theater and Lois ushers him out. She tries to call the sheriff, but Michael forces his way back in and drugs Lois until she passes out.

Chloe arrives at her destination, Michael's house, where she confronts him about Gretchen Winters, whom Michael killed ten years ago after gaining the girl's trust. Michael attacks her and she stuns him, but is distracted by Lois' cries for help, who is tied to a chair in the basement. Before they can get away, Michael knocks Chloe out too. He terrorizes them and talks about how his father used to make bracelets with green gemstones. He puts one on Chloe and gives Lois a knife, instructing her to slit her wrists, or he will shoot Chloe. Lois throws the knife at Michael. He knocks her down and she falls unconscious and he stands up to stab her.

Clark uses the *Daily Planet* archives to find information on Gretchen Winters and recognizes Michael in a photograph. He gets the address and superspeeds into the basement just as Michael is about to stab Lois. However, he is weakened by Chloe's kryptonite bracelet and Michael knocks him out. Chloe pleads with him, calling him Mikey until he softens and approaches her. He touches the bracelet and Gretchen's spirit leaves Chloe and flies into Michael. She then stabs Michael's body, killing him and freeing her spirit.

Clark is doing his farm chores when Lana arrives. They talk about the state of their fractured relationship, but do not resolve anything. He enters the house and he and Martha talk about whether or not she should take the senate seat. Clark tells her that she should because it's what Jonathan would have wanted.

Chloe is back at work and she and Clark talk about her ordeal. Chloe doesn't understand why Gretchen chose her to help her. Clark suggests it is because Chloe cares so much about other people but Chloe muses that maybe she really is crazy like her mother. Clark asks what is wrong with her mother. She confesses that she doesn't know; she knows where she is, but is too scared to visit. Clark urges her to visit before it is too late. Chloe takes his advice and goes to visit her mother's facility where they embrace wordlessly.

### Cyborg

A young man, Victor Stone, is suspended in a cage in a dark laboratory. Dr. Hong gives him an injection and when Victor wakes up, Dr. Hong apologizes for what they did to him and hands him a photograph of a girl. Victor tries to make his way out of the building, setting off alarms. Guards and agents go after him, but Victor escapes by breaking through a metal door. He runs into the street and is hit by Lana Lang's SUV. The car wraps around his body and Lana is stunned, but he is completely unharmed.

Victor takes Lana to the hospital but quickly leaves. She calls Clark to come get her and tells him how she hit Victor at 30 mph but he wasn't even hurt. Clark leaves to go find him and when they meet, he recognizes him as a Metropolis High School football player, but he supposedly died with his family in a car crash. He tries to get away, but Clark grabs his arm and Victor throws Clark into a wall with unintentional force. He is surprised that Clark is unhurt. Clark X-rays his body and sees his skeleton is made up of metal parts.

At the Kents, Martha receives a package secretly delivered at her doorstep. It contains a DVD player that shows the explosion at Warehouse 15 and Clark emerging unscathed from the flames. She later gets an anonymous call demanding money. When she hangs up, Lionel Luthor arrives on business. She doesn't tell him anything, but he notices her distraction and makes sure she knows she can count on him.

Clark takes Victor to his barn, where Victor explains that his whole family was in a car accident and died, but he was pulled from the wreckage barely alive and a company called SynTechnics experimented on him until he was successfully restored with bionic parts. He tells Clark that one doctor helped him escape. He asks Clark if he is bionic too, since he seems to be indestructible. Clark just says he is "different." Victor asks Clark if Lana knows he's "different" and Clark admits that she doesn't. He shows Clark the photograph of his girlfriend Katherine and Clark asks if he is going to tell Katherine that he is alive. Victor says she probably wouldn't love him now, and Clark admits that he can't really offer any useful advice about that subject. He offers to help Victor get away from SynTechnics and leaves Victor in the barn while he goes to talk to Chloe.

Chloe and Lana are at the *Daily Planet* and Lana is describing Victor to her. When Clark arrives, she explains that her research on SynTechnics did not turn up anything untoward- they are known for making prosthetic limbs. She also discloses that SynTechnics is owned by LuthorCorp. Clark goes to talk to Lex, who does not appreciate his accusations. He breezily says that he owns a multi-billion dollar corporation and it's very possible someone is abusing their power without his knowledge. He unconvincingly says he'll get to the bottom of it. Clark reiterates that so will he, and storms out.

Lana goes to the barn to talk to Victor and tells him that Lex Luthor owns SynTechnics, but she is sure he had nothing to do with it. She asks him if he's going to tell Katherine he's alive and that he shouldn't lie to the woman he loves. He decides she is right and turns to go find Katherine. Suddenly, a beam of energy burns into his shoulder from agents from the company, who also push Lana down. However, before they can apprehend their target, Clark arrives and knocks them out. Lana is all right, but a black viscous fluid is pouring from Victor's arm. Clark and Lana take him to Lois Lane's empty apartment at the Talon, because she is out of town. Victor explains that the bionics are connected to his human biology. The fluid is leaking from his power cell and if the leak isn't staunched, he will die.

Clark tells Chloe Victor's predicament and is still blaming Lex. She tells him that maybe Lex didn't know, because the lead scientist on the SynTechnics project, Alistair Kreig has a history of clashing with his supervisors. She helps Clark locate Dr. Hong and Clark goes to his house. He finds Dr. Hong in the garage and tries to save him, but Dr. Hong is already dead from carbon monoxide poisoning. Clark is surprised to be approached by Lex. Lex says Dr. Hong was going to blow the whistle on the project, but he either couldn't live with the guilt or someone wouldn't let him live. Dr. Kreig is searching for Victor, and if Clark knows where he is, he needs to tell him so they can save his life.

Victor is weakening and Lana admits that Dr. Hong is dead. Victor begins to lose hope and says at least he will get to see his dead family again soon. She pleads with him to wait for Clark and Lex but he says he wants to see Katherine before he dies. He arrives at Katherine's house but only finds Dr. Kreig and more agents. They force him to go with him or they will harm Katherine and he agrees. When he exits, it is revealed that Lex set him up, knowing he would show up.

Martha arrives in an alley with a briefcase full of money, prepared to turn it over, but Lionel drives up and the blackmailer runs away. Martha tells him that there is a lot at stake, but he says he was protecting her from blackmail and that she should let him help. He promises he has no interest in the package and just wants to help.

Clark arrives back at the Talon apartment and is annoyed at Lana for letting Victor leave. She says he went to see Katherine and she couldn't stop him. Clark realizes that they took him back to the lab and super speeds away to save him. Victor wakes up in the laboratory and Lex says he just has to be patient while they repair him. Lex says he just wants Victor to have a normal life, but Victor doesn't want his help. Lex tells him that he is helping Victor take the edge off of his anger, loneliness, or any other emotion. He leaves so the workers can start the procedure and they begin to point a drill at his temple. Clark arrives just in time to throw the doctors out of the way and they escape by jumping off the roof.

Clark goes back to the Luthor Mansion and demands answers from Lex, because Victor told him that Lex was spearheading the procedure. Lex doesn't admit guilt; he claims he was trying to stop Kreig's renegade experiments, but Clark doesn't believe him. Lex says that all miracles have a price and tells Clark to let himself out. Victor is in the Kent barn and thanks Clark for saving him, but Clark is modest. Lana arrives with Katherine in tow. They reunite and when Katherine asks what happened, Victor seems reluctant, but Katherine just says she has time to hear it. Lana is visibly touched by their reunion and looks expectantly at Clark, but he avoids her gaze. Later, Clark is in his loft going through old high school stuff when Lana arrives. She asks him why he quit football since he loved it so much. Clark shrugs that it was just a game. She then asks him why he always hides what he's feeling. She admits that she thinks Victor and Katherine's relationship is a lot like theirs was at its best, but usually it always just goes around and around. She asks him if he still loves her and Clark tells her the truth—that he always has and always will. Unsatisfied, Lana leaves without another word.

Martha is worriedly viewing the DVD again when Lionel arrives at the front door. He says the blackmailer has agreed to never contact her again and says he was happy to help. However, he also points out that she risks a lot as a Senator by being involved with him. His graciousness wins Martha's trust and she tells him that she doesn't turn her back on her friends because of what people think. In Lionel's LuthorCorp Plaza office, he is seen paying off Martha's blackmailer. Martha is seen burning the DVD in the fireplace, while Lionel watches a copy at the same time. He freezes the frame on Clark's face and mutters, "Your secret is safe with me, Kal-El.

### Hypnotic

In Honduras, men in hazardous material suits enter a hut full of bloody bodies. They begin to collect blood samples when Milton Fine enters, wearing no protective equipment. He kills the men and takes the blood sample before he sets the hut on fire with heat vision.

In Smallville, Clark and Lana are at the Talon chatting about their last date - a disastrous dance lesson. Lana suggests they try something else next time and pointedly informs him that she will have the dorm all to herself. Clark squirms and mumbles that he'll have to work on the farm. She tells him that whenever he's ready for intimacy, she'll be waiting.

As Lana exits, a woman wearing a large amulet on a necklace approaches Clark and introduces herself as Simone. She states that starting now, Clark will do anything she says. Clark agrees and they are making out in the alley when Lois shows up. She asks him what he's doing; Clark introduces Simone as his new girlfriend.

Lex has summoned Lana to the Luthor Mansion. He tells her that he thinks Professor Fine's disappearance is connected to the simultaneous disappearance of the ship he was storing. She correctly guesses that Lex intends to go to Honduras to go look for him. She wants to go but Lex says he doesn't want to put her in danger.

Clark takes Simone to the farm and gives her a piece of pie. She says she needs champagne to go with it and he super speeds away and returns with a bottle seconds later, simply saying he can run really fast. Simone is intrigued and suggests he call his girlfriend and tell her about them.

Lois tells Chloe about what she saw but Chloe is skeptical. She thinks something is up and asks Lois not to say anything until she finds out what's going on. Lana arrives in the middle of the conversation and Lois and Chloe cover. Just then, Lana receives a call from Clark saying he needs to talk to her. She leaves in a hurry.

Simone takes Clark to his loft and has him demonstrate his super strength. She asks Clark to make love to her even after he admits that he is afraid he will injure her. While they are making out in their underwear, Lana arrives. She is shocked at what she sees and Clark looks concerned before Simone commands him to break up with her. Lana leaves in tears and Clark follows her. He says he's fallen in love with someone else and Lana is heartbroken.

Simone arrives at Lex's manor, but Lex is not there. He is on a plane to Honduras and they communicate via closed-circuit television. He is aware of her mind-control abilities. She reports that Clark and Lana have broken up. He asks if he noticed anything "unusual" about Clark, but she just says that Clark is just as he seems. She says she's done what Lex asked her to and asks Lex to leave her alone. Lex is frustrated at her lack of news and says he wants her to meet Milton Fine in Honduras. She objects but Lex blackmails her by reminding her that he has evidence that can put her in prison. Lex is warned that Fine isn't who they think he is.

Chloe confronts Clark about his odd behavior as he is in his barn doing chores. She can't figure out why he would intentionally hurt Lana. Clark just says he's fallen in love and says he told Simone about his powers. Chloe is alarmed and warns him to stay away from Simone because she is sure he is being manipulated. Chloe sneaks into the house where Simone appears. She acts like she is glad that Clark and Simone are together and when Simone turns her back, Chloe takes a card from Simone's purse.

Lex arrives in Honduras and meets Fine. Fine claims he's been leaving clues for Lex to follow. Lex reveals he knows that Fine is a government operative working for a covert branch of the State Department. He asks why he was pretending to be a college professor and Fine says he was investigating an extraterrestrial presence in Smallville. He says he knows about the ship that landed during the meteor shower and he believes LuthorCorp took it. Lex thinks Fine knows the ship is in Honduras. Fine talks to the villagers, who confirm they have seen a ship. He tells him that the main witness was incinerated, and that he and LuthorCorp needs to work together to prevent catastrophe from a possible invasion.

Lois meets Chloe at the *Daily Planet*. Chloe tells her that she has been investigating Simone's background and learned that her father was a doctor and hypnotist, but was killed during a botched robbery. The man's photograph shows him wearing Simone's amulet. They believe Simone killed her father for the amulet, but don't understand why she is after Clark.

Lois and Chloe agree to meet at the farm. After Lois exits, Chloe takes a meteor rock out of her desk drawer before she goes. Lois arrives at the farm to see Clark packing. He reports that he and Simone are running away to California. Lois attempts to stop them but on Simone's command, Clark knocks Lois unconscious. Martha arrives, concerned to see Lois on the floor, and Simone hypnotizes Martha into making sure Lois doesn't follow. As Clark and Simone depart, Simone says the final thing she wants Clark to do is kill Lex Luthor. Clark happily agrees.

Lois wakes up to see Martha pointing a shotgun at her, saying she has to keep her there. Chloe arrives and knocks Martha out. Lois remembers that they were going to stop at the Luthor Mansion, but Chloe leaves without her. When Clark and Simone arrive at the mansion, Clark beats Lex up while Lex tries to explain that Simone has been controlling him. Lex reveals that he has video evidence that Simone killed her father, but Simone still has control of Clark. Chloe arrives while Clark is choking the life out of Lex. She sneaks the meteor rock into Clark's pocket and he crumples to the floor, incapacitated. Lex grabs a gun, but Simone commands him to shoot Chloe, then himself. Chloe struggles to get the gun away, but in the fight, the gun goes off and hits Simone directly through the amulet and into the chest. Chloe removes the kryptonite and Clark and Lex are restored to normal.

Clark meets Chloe at the *Planet* and Chloe thinks Clark and Lana will easily make up when he explains what happened. Clark admits that he and Lana needed to break up because he feels like he only causes her pain. Later at the barn, Lana arrives but she says she knows Clark was not in control of his actions. Clark tells her that his feelings have changed, saying that he doesn't love her. Lana does not want an apology; she decides that their relationship is over forever.

Clark talks to Martha about the break-up and she suggests that maybe deep down, he doesn't think that Lana is the one. She points out that Clark didn't just break Lana's heart, he gave her a reason to hate him. Lana goes to tell Lex about the breakup and Lex is clearly intrigued by the news. Lana admits that she was tired of Clark's secrets.

In Honduras, Fine as Brainiac duplicates himself and surrounds the ship. He announces they need more samples and the duplicates disappear into the jungle.

### Void

In her dorm room, Lana is lying in bed and taps her feet against the wall nervously as she waits for her roommate Chloe to leave. Finally she gets up, takes out some money, and goes to the college cafeteria. She meets with a young med student Lance and his girlfriend Ally, who prepare a kryptonite-based serum to inject her with in return for payment. She begs for more time to "find them" and Lance finally agrees. They strap her down on a table and inject her with the serum, and she starts to hallucinate... seeing her mom and dad. She tries to embrace them but is hauled away and wakes up in convulsions, then demands she needs to go back.

Chloe is checking news stories and spots Professor Fine in a photo from Honduras. She calls Clark, who instantly arrives, but is hesitant to come in until he knows Lana is out. Chloe reveals she's been out regularly with two med students, then brings Clark up to speed on her suspicion that Fine is still alive. They're interrupted when Lana and Ally arrive. Clark awkwardly slips out and Lana tells Chloe she's fine – Chloe is skeptical. Clark superspeeds to Honduras and starts asking around and spots a boy with a carved wooden toy – the spaceship that Fine arrived in.

At the Talon, Martha holds a press conference and all goes well. Lionel meets with her afterward and gives her some information.

Martha wants to know why he's helping her and he demurs and offers to go with her to help her schmooze with the other senators. Martha warns him not to expect anything other than friendship and he seemingly accepts that.

Lana goes to see Lance in the middle of anatomy class and demands another "treatment" to see her parents. He demands even more money and she says no problem. Later, Lex is at his manor and hears someone breaking in – he goes to investigate and finds Lana going through his stuff. He confronts her and she admits that Lance has created a drug that kills the user and brings them back, and on the other side she saw her parents. Lex tells her they both need to let it go and Lana agrees. When he goes to get her a blanket, she leaves with his car.

Clark goes into the jungle with the boy who leads him to a large black charred mark where the spaceship was.

Lex calls Chloe and wants to know where Lana is and as she prepares to leave she finds some books on near-death experiences and a piece of paper. She goes to the address and finds Lance's friend, Ally, who is in bad shape and clearly into the near-death experience. Chloe threatens to go to the college authorities, but Ally starts gasping for breath and says "near death experience...compound...meteor rock", she starts to cough up blood then dies.

Lana visits Lance, who is getting rid of the evidence since he's heard that Ally is dead. He has the remainder of the drug and Lana demands another injection and gives Lex's Porsche as payment. Lex arrives and he and Lance get into a fight, while Lana grabs a vial of the drug and runs. Lex goes after her, but Lance stabs him in the back with a syringe and injects the drug. Lex collapses and Lance flees. Lex "wakes up" at the manor and hears his mother Lillian playing the piano. She points out how he was dying the last time they "met" and how he ignored her advice then. She warns the path he's chosen will hurt and he's not the only one who will suffer. She asks him to stay and avoiding killing so many... and then he is yanked back. Chloe is there and gave him the second injection to revive him. However, he has no idea where Lana is.

Clark arrives and Chloe brings him up to speed, pointing out that Lana was seeking love from the only two people who would do so unconditionally – her parents. Chloe uses the computer to track Lana's ID card where she is breaking into the campus infirmary. She gets a syringe and prepares to inject herself when Lance arrives and tosses her into a cart of glassware. He prepares to inject her and finish her off, but Clark knocks him away. She begs him for an injection and Lance gets close enough with the green-k syringe to inject a weakened Clark. Clark collapses and Lance prepares to take a bone saw to Lana. She grabs a beaker and smashes it into his face – he drops the saw, then falls on it.

Lana goes to Clark, who is hallucinating that he's back in the Kent barn uninjured. He opens the door to a bright light and in steps... Jonathan Kent. Jonathan tells him he must go back and Clark tells him about the deal he made with Jor-El. Jonathan reassures him he's not to blame and he's proud of protecting Clark... from Lionel Luthor. Jonathan reveals Lionel knows everything and that Clark must go back to keep his mother and the whole world safe. Jonathan tells him to go and find his destiny to help others, then shoves him back to where Clark wakes up with Lana over him.

Clark returns home and calls for Martha. She comes down the stairs in a bright red dress ready to leave for dinner. She senses something wrong with Clark. He tries to explain and warn her what he had just been through but is interrupted by a knock. It's Lionel, with whom Martha will go out with, leaving Clark more worried.

At the *Daily Planet*, Clark reveals to Chloe that he didn't find anything on Fine but he saw Jonathan who warned him about Lionel's knowledge of his secret. Chloe reveals that Lionel was her source on the Honduras photos and Clark wonders if he's playing them all.

Lex is practicing the piano when Lana arrives to apologize which Lex accepts. He reveals to her that he saw his mother, but lies about what she said. He said she was very proud of the man he was becoming. Lana replied that she should be. Later, Lana is at her dorm going through her family photos when Clark arrives and she gives him an explanation of sorts about how she's always felt alone, but now she won't allow herself to be so dependent. They part on good terms as Clark assures her he just wants her to be happy... she replies she will be.

### Fragile

Naomi is preparing dinner for her foster daughter, eleven-year-old Maddie Van Horn. Maddie is drawing and does not respond when Naomi tells her it's time to eat. Naomi attempts to take the notebook from her and Maddie gets upset. They struggle and a pitcher of water suddenly explodes. Naomi realizes Maddie broke the pitcher with her mind and gets scared of her. She says she is calling foster care to pick her up and sends Maddie to her room. Upset, Maddie hides under the bed. In the kitchen, everything made of glass explodes. Naomi looks on in horror as shards go towards her.

That same evening, Clark is being interviewed by a deputy. He has brought Maddie back with him to the Kent Farm. Martha explains that Maddie's foster mother was her Chief of Staff, and can't understand who would want to kill her. She says Maddie has been in and out of foster homes since she was three when she witnessed her mother die in a car accident. Maddie has not spoken a word since. Clark approaches the girl and tries to get her to open up by asking her about art, but she remains silent.

Lex is dropping Lana off at her dorm room after an evening of dinner and discussion about the Black Ship. She offers to give him back his files, but he says he trusts her to keep them. They share a moment just as Chloe bursts into the room. She realizes she has walked in on something and leaves abruptly.

The next day, Clark shows Maddie around the farm. Maddie meets Shelby and whispers to the dog. Clark uses his super-hearing to discover that she *can* talk, and convinces her that he isn't going to judge her or be mean to her. Maddie decides to talk to Clark and they agree to go horseback riding just as Lois comes in and introduces herself. Maddie is wary of Lois and when Lois invites herself to their outing, all the lights burst in the barn. Maddie runs into the house. She is crying and silent again, and Clark tells her that he understands that she has powers and she can tell him the truth. Maddie admits that she can break glass, but she can't control it when she gets upset. Clark has to ask if she hurt Naomi, but Maddie says she can't do it through walls and denies killing her. Lois tells Clark that she is suspicious of Maddie. Clark defends her and asks her to look after her for a few hours while he investigates further and Lois reluctantly agrees.

Clark gets Chloe to look into Maddie's foster records and she reports that there are several references to broken glass of disastrous proportions. Clark still doesn't believe Maddie is dangerous and speculates that he could be in the same situation if he hadn't been adopted. Chloe gives him more details on the crash that killed Maddie's mother, saying it was a freak accident.

Lois takes Maddie to the fields for a picnic, but she runs away to find Shelby. She runs into the tool shed of the barn, full of jars and glass containers that rattle alarmingly until Lois calms her down. Just then, a Child Services advocate arrives to pick Maddie up. Lois tries to warn him about Maddie's ability, but he brushes her off and collects the girl to take her back to a shelter. As Maddie gets into the backseat, the car windows begin to rattle, then ultimately explode, knocking the advocate and Lois to the ground and impaling Lois' shoulder with shards of glass. A man approaches the car, pushes Maddie back in, and drives away. Clark goes to the hospital to see if Lois is okay; Lois feels guilty for letting Maddie get kidnapped. Maddie is seen trying to use a pay phone to call Clark when the kidnapper approaches her. He tells her that he is her father, Tyler McKnight. Maddie figures out that Tyler has the same power as she does and is the one responsible for the recent deaths, including her mother's. Tyler says that he's spent years in prison and wants her with him.

Lex is viewing several webcam videos of witnesses that claim to have seen Milton Fine at exactly the same time at opposite points on the globe on his laptop when Chloe arrives. She is angry that Lex is taking advantage of Lana when she's still getting over her break up with Clark. Chloe says she won't let Lex hurt her friend, but Lex claims they're just friends and upsets Chloe by pointing out that she's never even had a boyfriend. She storms out and Lex looks pleased with himself.

Later, Lana confronts Chloe, angry that she was snooping into her relationship with Lex. Chloe says she just doesn't want Lana to get hurt, but Lana claims Chloe has humiliated her by spreading rumors because there is nothing going on with her and Lex.

Clark and Chloe investigate Tyler McKnight and Chloe reports that he picked up the ability to manipulate glass after being caught in a stained-glass workshop the day of the meteor shower. He used his ability to rob jewelry stores and was put in Belle Reve, but was recently given a clean bill of health and released. They find Tyler's mother's address and go to talk to her. She is surprised to learn of Maddie's existence and shows them an unfinished stained-glass portrait that Tyler made. Clark recognizes that the finished piece is actually hanging up at the Talon. Tyler takes Maddie to see it and collects seven diamonds he has hidden in the glass. Clark superspeeds to the Talon, throws Tyler across the room, and Maddie runs into his arms. Clark takes Lois back to her apartment and reports that Maddie is going to live with her grandmother. Martha arrives and announces that she has decided to hire Lois as her new Chief of Staff. Back at the hospital, Tyler is being brought into custody.

Maddie is spending her last day at the Kent Farm. Martha remarks that Jonathan would be proud of him and Maddie asks Clark if he's ever met his real father. Clark tells her that even though his birth father is a bad guy, he chooses to be like his adoptive dad. Maddie is apprehensive about living with her grandmother with her powers, but Clark assures her that her grandmother will accept her for who she is. That evening, Maddie and Clark are playing cards when he notices the front door is busted. He finds Tyler McKnight in the barn with a shard of glass held to Martha's throat, threatening to kill her unless Maddie leaves with him. Clark uses his heat vision on the glass and Martha runs to safety.

Tyler then sends a cloud of broken glass towards Clark, but it is redirected by Maddie, expertly controlling the glass and saying that she won't let him hurt anyone else. Clark talks her out of killing Tyler. Maddie lets the glass fall and Tyler, seeming to realize what he almost made his daughter do, is subdued. The next day, Maddie's grandmother comes to pick her up, and Maddie and Clark have an emotional goodbye. Clark tells her that she can call him anytime she feels like she can't control her powers.

Clark is walking Chloe out of her office when he inevitably brings up Lana. Chloe gets defensive and tells him that if he wants to know how she's doing, he'd better ask her himself because she is staying out of it. That evening, Lana goes back to the Luthor Mansion to make sure there are no misunderstandings. Lex assures her that they feel the same way, but then unexpectedly leans to break the barrier of their friendship with a kiss. Lana seems confused, then kisses him back before she leaves quickly. Lex smile, pleased that his manipulatory plan to "divide and conquer" is working.

### Mercy

Lionel Luthor is taking a business call in his limo while reading the *Daily Planet*, which features a headline about Martha Kent. After he ends the call by firing the people he was talking to, the partition in his limo suddenly appears, and a figure wearing a silver mask appears on the TV. The limo stops short on the train tracks, and Alex, the driver, is shown leaving the limo. The figure forces Lionel to play hangman, if he loses, the car will get hit by the train. Frantically, Lionel calls out letters as the train comes closer and closer. He eventually guesses the phrase, which is "No Mercy". Just in time, the doors unlock and Lionel exits the limo seconds before it gets destroyed by the train. He passes the Smallville sign, where the words "Having fun yet?" are spray-painted across it.

At the *Daily Planet*, Clark is telling Chloe that he suspects Lionel knows his secret, but he refuses to tell his mother about this since she's been through so much.

While Lex is playing chess in the Luthor Mansion, Lionel enters and makes suggestive remarks about his incident in the limo, then accuses Lex of orchestrating the event. Even though Lionel recently tried to take take LuthorCorp away from Lex with the Apex takeover, Lex denies having anything to do with it. Lex only appears worried about Lionel's safety because he considers a threat against him to be a threat against LuthorCorp.

As Clark enters his house, Martha reads him a speech she prepared for the Civil Liberties Fundraiser. He then warns her that Lionel knows his secret. Concerned, Martha tells him that she trusted Lionel to take care of the video sent to her, which showed Clark surviving the explosion in Warehouse 15. Clark advises her to keep quiet about this situation until they know Lionel's motives, and Martha leaves for the fundraiser.

A man is checking Lionel's office for concealed electronic devices while Lionel is acting impolite to him. After the man leaves, the figure's face suddenly appears on his laptop and repeats one of Lionel's rude comments. Nervously, Lionel looks around for surveillance equipment, and the figure declares that he sees everything. Suddenly, all the lights in Lionel's office go out. Lionel grabs his gun and makes a call to 911, only to hear the figure's voice answer the call. The figure sneaks up behind Lionel and knocks him out, wanting to play another game.

After waking up in a dark room, Lionel lights a match and gets startled by the sight of a charred corpse. Just as he screams and drops the match, several TVs turn on showing the figure, who reveals that he was destroyed by Lionel's greed. A bright light shines on Lionel, showing two buckets of an unidentified liquid. The TVs show a video of how this next game is played. Lionel must fill the buckets with the liquid, which is highly flammable, carry them on a pole, and balance the pole on a hook hanging from the ceiling. In the video, Alex, the limo driver, wasn't able to balance the buckets and was burned to death. At first, Lionel refuses to play the game, but the figure tells him that the room will be consumed by flames in ten minutes. Pipes beneath Lionel's feet start sending flames shooting through the floor.

Lex is playing chess with Lana in the Luthor Mansion. She asks Lex why they have been avoiding mentioning their kiss for the last week. Lex tells her that it's a memory that will always stay with him. Their conversation is interrupted by a phone call, and Lana leaves, going to Metropolis. Lex answers the phone call, telling the person on the other end to make sure no one knows Lionel is missing.

Back in the flame-lit room, Lionel is carefully carrying the liquid to the hook while fire surrounds his feet. Several flames flare up as Lionel spills some liquid. The figure continues to mock him, accusing Lionel of killing his parents, but eventually, Lionel is able to balance the liquid on the hook. He is suddenly thrown into another room, where the figure declares that it's time for another game, but this time, he will need a partner. Lionel then sees Martha, who is sealed in a soundproof, impermeable chamber. As water begins filling the chamber, Martha and Lionel desperately try to talk to each other. Lionel finds a switch which allows them to converse, but he is unable to shatter the glass-like chamber. The figure shows him a sign with the words "a Toad like Fever" spelled out. He must find a hidden meaning in the words, or Martha will die.

Clark is with Chloe in the Daily Planet, talking about Lionel, when he receives a call from Lois. According to Lois, Martha never showed up at the fundraiser in Metropolis. Chloe and Clark visit Lionel's office, where Lex is asking an employee to search the building's security videos. Clark demands to know what's going on, and Lex tells him that Lionel was taken from his office. The last call he tried to make was to 911, and the call was made during a gap in the building's security tapes. Clark x-rays the room and sees a device hidden in a statue. After Lex smashes the statue, Chloe examines the device, deciding to power it up to trace the signal.

Meanwhile, Martha and Lionel are still trying to solve the word puzzle. They figure out that it's an anagram, with the true meaning scrambled. Martha's body is now halfway submerged in water.

As Chloe attempts to hack the sequence of the device, Lex leaves the room to take a call from Lana. Chloe is able to locate an address five miles away from LuthorCorp, which Clark and Lex drive to.

Martha and Lionel have unscrambled the letters and come up with the phrase, “To dare Fake evil”, although they still can’t find any meaning in it. The water level is now up to Martha’s shoulders. Lionel frantically screams that his captor wants him to fail, and he begins thinking of a new meaning of the anagram, “Failed Takeover”. At this moment, Martha is completely submerged in water. Panic-stricken, Lionel figures out that Apex was the failed takeover. Martha’s glass chamber shatters just in time, and Lionel and Martha embrace. The figure shows them a stairway out of the room, which will lead to their final game. They go up the stairway and walk into an elevator just as the floor electrifies. The door of the elevator immediately locks them in. As the elevator rises to the top of the building, Martha asks Lionel about Apex, and why he needed it to teach Lex lessons. Lionel replies that Apex was an Asian consortium he used to try to take back LuthorCorp from Lex, but in the process, many investors lost everything. He was trying to teach Lex hard lessons, hoping he would rediscover his own humanity, but Martha doesn’t understand why they couldn’t just have a father-to-son talk. The figure reappears on a TV inside the elevator, and a box opens with a gun in it. Either Martha could kill Lionel, or Lionel could kill Martha, and the winner goes free. If one of them isn’t dead, the elevator cable will explode, and they both will die.

Chloe is still in LuthorCorp, on the phone with Clark, who has just entered a dark building with Lex. They look around the building, but they can’t find any people. All they find is a TV with a piece of paper over it that says "Game Over". Clark takes the paper off of the TV, and finds a live video of the elevator where Martha and Lionel are being held captive. Lex and Clark look on as Lionel tells Martha that she should live because Clark is a very “special boy” and he depends on her, especially now that Jonathan Kent is gone. Even though Lionel continues urging Martha to shoot him, she can't bring herself to do it. Lionel decides to shoot himself, only to discover that the gun is empty. At this time, Lex and Clark lose the video feed from the elevator. Over the phone, Chloe tells Clark that Martha and Lionel are being held somewhere across town. While Lex is talking to his security team, Clark super-speeds away.

The figure enters the room next to the elevator and reveals to Martha and Lionel that he was never going to let them go; the game was rigged. He takes off his mask, but Lionel can't seem to recognize him. Lincoln Cole is the man that was checking Lionel's office hours earlier for electronic devices. Lionel begs him to let Martha go. After Lionel apologizes, the man explodes the elevator cables, and the elevator begins falling.

Meanwhile, Clark enters the building and x-rays the elevator shaft, seeing the elevator fall at an alarming rate. He bursts through the wall and catches the elevator. Martha and Clark embrace while Lionel, stunned at Clark's abilities, thanks Clark and leaves the building.

At the Kent Farm, Martha tells Clark that what happened was not Lionel's fault, but Clark believes it is. Even though Lionel was willing to sacrifice himself, Clark still thinks he can't be trusted; however, Martha thinks they might have to trust him to protect Clark's secret.

As Lionel is examining the gun in the building, Lex enters and tells him that the figure was a man named Lincoln Cole. He didn't care if he was caught, he just wanted Lionel dead. Lex also confronts Lionel about what he meant when he said that Clark was a special boy, but Lionel doesn't give away Clark's secret; he just tells Lex to stop obsessing over him.

Later, Clark visits Lionel's office and Lionel reveals he's known Clark's secret since he held the crystal that helped to form the Fortress of Solitude. He hasn't told anyone because revealing Clark's secret would change his destiny and harm Martha. Despite this, Clark is still suspicious that Lionel knew the gun wasn't loaded. Before leaving, he gives Lionel a firm warning to stay away from his mother. Later, after Clark leaves Lionel grips his head in pain as he falls to his knees before writing furiously at his desk.

### Fade

On a street in Metropolis, police are escorting an eyewitness into a courthouse while a mysterious man, Graham Garrett, watches from the distance. Clark Kent and Chloe Sullivan are on their way to the courthouse to watch the eyewitness testify. Clark sees Graham about to get get hit by a car. He super speeds over to Graham and pushes him away from the car, saving his life. After looking at Clark's press badge, Graham quickly thanks Clark and rushes away. Back at the courthouse, the witness is led into a secure holding room, which is guarded by policemen. As police close the door, Graham appears inside out of nowhere and strangles the witness with his tie, killing him. Police enter the room and find the dead witness, but Graham is nowhere to be found.

Clark and Martha arrive home and find Lois playing a video game on a new plasma television. They are curious as to where it came from, but all they can find is an unsigned card. Clark suspects it is from Lionel Luthor, but Martha is doubtful that he would send them a gift to buy himself back into their lives.

At the *Daily Planet*, Chloe tells Clark that the trial was canceled because the star witness was murdered in the basement of the courthouse, and there are no leads at all. Clark asks her to pull up the sales records of a plasma store so he can find out who gave him the television, which he sent back to the store, wary of accepting such an extravagant anonymous gift. Chloe also suspects Lionel sent the television, but Martha called him and he claimed he had nothing to do with it. Chloe suggests Lex Luthor sent it since he was feeling guilty, almost giving away Lex and Lana's secret. Clark decides to go talk to Lex.

In the Kent's house, Lois is doing sit-ups while talking to a senator on the phone. Graham seems to appear out of nowhere again, scaring Lois. Graham tells her he is a friend of Clark's and reveals that he is the one who sent the television. He doesn't understand why Clark would send the TV back. Lois invites him to wait at the Kent Farm until Clark comes home.

Lex enters his office and finds Lana Lang waiting for him. He tells her that no one in Washington D.C. was able to verify the existence of Milton Fine. Lex and Lana confess that they have missed each other, and they begin making out. Clark walks in, overwhelmed at what he is seeing. He quietly leaves the office without either of them noticing his presence. Clark meets Chloe at the *Daily Planet* and demands to know why she kept Lex and Lana's relationship a secret. Chloe says Lana asked her to keep it quiet and that Lana is her friend too. She reminds him that it was his decision to break up with her, and she can date Lex if she wants to. Nonetheless, Clark is still concerned about Lex seeing Lana.

In the loft, Clark looks at a picture of Lana and smashes it in frustration. Graham walks in and looks at the picture, asking Clark why he didn't keep the television. Graham reveals he drove through Smallville last year on business, so he knows the area well. Clark insists Graham doesn't have to repay him, but Graham convinces Clark to go out to dinner with him in Metropolis.

At Graham's apartment, Clark enters and is surprised to find a big party. Graham tells him that he is a headhunter; he tracks people down for jobs. Lois is at the party as Graham's date. Graham leads Clark out to the balcony, where an attractive woman, Gia, introduces herself. Clark blushes as Gia flirts with him, offering to go the bedroom. After Gia kisses him, Clark smiles, but he then realizes that Graham set them up. On his way out of the apartment, Clark is stopped by Graham, who apologizes about Gia and offers to get him and Lana back together. Confidently, Graham tells Clark that things will work out between him and Lana, even though she is already seeing Lex.

At the Luthor Mansion, Lex is on the phone with Milton Fine, unaware that he is being watched. Graham suddenly appears and strangles Lex with a rope. Just as Lex is about to die, Lana enters and Graham disappears. Lana has Lex's security guards call an ambulance. Clark arrives at the Smallville Medical Center and sees Lana comforting Lex in his hospital bed. He asks Lana suggestive questions about her relationship with Lex, but she avoids the subject. She gives him a description of the man who strangled Lex and tells him the man seemed to vanish. The description fits Graham perfectly.

Lois is at the Talon pouring excessive amounts of sugar into her coffee when Graham arrives. Even though he was thought to be leaving town, he invites Lois to go with him to a Coldplay concert in Chicago. Lois insists she'd be just as happy with a simpler date, but she agrees to go to the concert.

Accusingly, Clark confronts Graham in his apartment for Lex's attempted murder. After threatening to take him to the police, Clark easily shatters a statue Graham tries to hit him with, revealing his powers. Still holding the broken statue, Graham renders himself invisible and leaves the apartment. At the *Daily Planet*, Chloe concludes that Graham might be "The Chameleon", a hitman for hire who leaves no prints, clues, or surveillance footage. He is also suspected of the courthouse murder, which happened right after Clark saved Graham's life. Clark is determined to stop him, but Chloe warns him that Graham might know his weakness. Secretly, Graham is watching the entire conversation.

Lois is taking a shower in the bathroom of the Talon apartment while Graham is secretly stalking her. After seeing the door shut, she gets out of the shower to investigate. Still naked, she opens the bathroom door... only to find Clark standing there. Using his super-hearing, Clark warns her that Graham is there, but Lois is irritated at the fact that Clark attacks every boyfriend she's had. Clark follows Graham's heartbeat downstairs and sees Graham exit the Talon. He tries to super speed up to Graham, but Graham is holding a meteor rock. After confirming he is a meteor freak, he tells Clark that he must be eliminated along with Lex and Lana.

With Lana by his side, Lex has woken up in the hospital. Lana tells him that Clark came to visit, and he asks her to tell Clark about the relationship before he finds out from someone else.

While Lois is getting ready for her date with Graham, Chloe enters the Talon apartment, alerting Lois that Graham is a professional hitman. Lois doesn't believe her, but even so, she follows Chloe outside to look for Clark. Chloe calls his cell phone, and they hear it ringing in the distance. Following its sound, they find Clark unconscious, buried underneath some construction with a meteor rock. Chloe throws the rock away and he awakens and warns them that Graham is going after Lex and Lana.

In the hospital, Lex is instant messaging Milton Fine, telling him that the compound virus is ready. Lana enters the room, bringing Lex a shirt. Suddenly, the guard outside Lex's room collapses and the door opens. Lex grabs the gun by his bedside and blindly fires into the room. He gets knocked out and Graham reappears, bleeding from a gunshot wound. Just as Graham is shooting Lex and Lana, Clark uses his super speed and catches the bullet. Graham collapses and dies, and Lex and Lana embrace while Clark looks on.

The next day, Lois visits Martha at the Kent's house, wondering why she has had so many bad relationships. Martha says that she went through quite a few bad relationships before she found Jonathan, and advises Lois to keep a closer watch for the right man. Clark visits Chloe at the *Daily Planet* and congratulates her on her first front page byline. He is concerned that saving strangers can get innocent people killed, but Chloe reassures him that it is not his decision. Clark apologizes about questioning his friendship with Chloe.

Clark is in his loft, disassembling his telescope which no longer works. Lana visits him, telling him the truth about her relationship with Lex. He warns her to stay away from Lex, but Lana tells him that she doesn't need to be protected. She reminds him that he was the one who decided to end their relationship and leaves the barn.

### Oracle

On Clark's nineteenth birthday, Martha, Lois, and Chloe give him a surprise birthday party. However, it is small and subdued with the noticeable absence of Jonathan. Lois gives Clark a diary and Martha gives him a card that Jonathan bought him before his death. Inside are a pair of baseball tickets. Later, Clark goes to the cemetery to thank Jonathan for the tickets and is shocked to see a vision of Jonathan standing next to him. Jonathan tells him that he must kill Lionel Luthor to save the world.

The next morning, Clark tells Martha what he saw, but she says grief can play tricks on the mind. Clark admits that he's seen Jonathan's ghost before and speculates what Lionel might be up to. Clark goes to the *Daily Planet* to tell Chloe about the vision. He is suspicious of Lionel and mentions that Lionel was the first to help Martha when she was being blackmailed. Chloe is skeptical, but agrees to help him investigate Lionel. They break into Lionel's office and search his calendar, where they find two future appointments; one is with a reporter, and the other is due to take place at the Pentagon to discuss "the Weapon." Clark thinks Lionel plans to use him as a weapon.

Lionel arrives in Lex's library and questions his frequent trips to Honduras. Lex brushes off his questions even as Lionel tries to warn him that Milton Fine is involved in something much more dangerous than Lex realizes. Lex is unconcerned and leaves Lionel alone. Suddenly, Lionel goes into a catatonic state and begins scribbling Kryptonian symbols furiously.

Lois runs into Lana at the Talon and guesses that she is buying coffee for Lex. Lana tries to deny it, but Lois offers an ear. Lana and Lois wind up having a three-hour conversation on the status of her and Lex's relationship. Later, Lana meets Lex at the Luthor Mansion and Lex admits that he is involved in something top secret and dangerous, but he trusts her. He takes her to his laboratory and explains that he's been collecting deadly viruses to develop a super-vaccine to protect a person from any disease. He and Fine believe the Black Ship is the first of many and the vaccine could save mankind from potential invaders. However, he admits that he is suspicious of Fine. He shows Lana satellite photographs of Fine in Honduras near another black ship. A photograph taken a fraction of a second later shows Fine has disappeared. Lex and Lana speculate that Fine might be an alien too. Lana tells him that when Lionel was in a trance, he told her of the aliens' weakness.

Martha arrives home one evening to find a voice message from Lionel. As she is listening, she sees a vision of Jonathan in the living room. He asks her if she is in a relationship with Lionel but Martha denies this and tells him how much she misses him. Jonathan tells Martha that Lionel is dangerous and must be eliminated and alludes to Lionel being responsible for his own death. Martha is shocked but when she presses for more details, the apparition disappears. Jonathan appears outside on the porch and it is revealed that it is, in fact, Fine who is posing as Jonathan.

Martha tells Clark what Jonathan told her and Clark tells Martha how he thinks Lionel is going to try to use him as a weapon. Martha says Jonathan also suggested that Lionel had something to do with his death.

Fine meets Lex at the mansion and tells him that he knows he's being kept out of the loop on Project Mercury. Lex tells him he knows that Fine is not in the CIA. Lex says he won't give Fine the vaccine while he's unsure of Fine's motives. He opens a lead box to see if Fine has a meteor-rock vulnerability. Fine is nonplussed and simply informs him that he is not Kryptonian, but was made by them. He forms a blade from his arm and holds it up to Lex's throat, demanding that Lex turn over the vaccine.

Chloe tells Clark that she researched Jonathan's cell phone records and that Jonathan and Lionel were in communication for weeks before his death, the last call coming an hour before he died. Clark realizes that Lionel was present the night he died and tells Lionel to meet him at the barn. Lionel tries to explain his and Jonathan's communication but Clark is convinced that Lionel killed Jonathan in an attempt to control Clark into becoming a weapon. He is too emotional to listen to Lionel's explanations and beats Lionel up as Jonathan once again appears at his side, encouraging him to kill Lionel. Lionel counters that Jonathan would never want Clark to kill anyone. Clark gains some clarity and blasts the vision of Jonathan away with his heat vision. They fight and when Jonathan gets the upper hand, Lionel approaches in a trance. He touches Jonathan and the apparition morphs back into Fine, then disappears. Lionel comes out of his trance, not knowing what just happened and Clark looks on in confusion.

Lionel takes Clark to his office and Clark tells him that Fine is not a Kryptonian and that he's already been destroyed twice. Clark asks Lionel how he was able to destroy him. Lionel doesn't know for sure but reveals an entire closet full of papers covered in Kryptonian symbols that he has written himself. He says that whatever voice he is channeling must be meant for Clark. They give a notebook full of Kryptonian notes to Chloe, who agrees to try and decipher them. Lionel informs Clark and Chloe that Fine and Lex are working together to develop a deadly virus that could decimate the population. Lionel thinks the virus is just a part of whatever Fine is trying to accomplish. Chloe admits that Lana probably knows something about it.

Lana and Lois arrive at her dorm room to find Clark rifling through Lana's things - she has several pictures of the black ship. Lois exits quickly and Lana is extremely angry at Clark. He tries to tell her that he is worried that Lex is involved in something very dangerous and urges her to tell him where the lab is.

Lex confronts Fine at the lab because he believes Fine is going to unleash the deadly virus into the population. However, Fine states that he only needs one dose. He merges the virus with his own makeup and injects Lex. Lex collapses and Fine destroys the lab. Clark arrives and sees Lex on the floor, but he speeds away after Fine.

Lex has his doctor check him out, but the doctor claims that Lex is healthier than he's ever been. Clark arrives and tells him that he should have listened to Lionel. Lex defends his actions saying the vaccine will help people. He admits that he doesn't know where Fine is, but tells Clark that he crossed the line by going though Lana's things. Lex and Clark argue and Lex points out that Clark lost Lana by himself.

Lionel arrives at the Kent Farm and admits to Martha that he did indeed talk to Jonathan the night he died to tell him that he knew Clark's secret. Lionel claims that Jonathan was so angry, he didn't let him explain. Martha does not reply and Lionel leaves, saying that at least he was honest.

Lana visits Lex and admits that things are awkward between them. She suggests that they stop discussing Clark. She asks him why Fine ordered the vaccine destroyed. Lex notices a mark where he was injected. He then cuts his finger on the corkscrew and is shocked to see it heal instantly.

Lois finds Clark brooding alone in his loft and he admits that he is upset that Lex and Lana are forming a relationship. Lois tries to console him, suggesting he give Lana some space. She speculates that maybe Lana might not be the one that's meant for Clark after all. Clark appreciates her advice, but they are interrupted by Chloe. Lois exits and Chloe comments that Clark handled the birthday party very well. Clark admits that he really missed his dad and Chloe reminds him that Jonathan gave him many more valuable gifts in Clark's upbringing. She changes the subject and shows him a repeating pattern in the Kryptonian symbols. Clark translates it to read *"Zod is coming."*

### Vessel

At the Kent Farm, the animals act restless and a bright light flashes outside. At the Luthor Mansion, Lex awakens from Lana's embrace and clutches at his head as the light shines through the windows. He abruptly leaves, and starts driving at dangerous speeds, with Lana following and trying to call him on her cell phone. He comes to a halt and gets out as Lana follows him across a creek and through the woods. In the middle of a field, Lex yells to Lana to stay back and then the ground erupts all around him in a circle of dirt and light. A shadow passes overhead and Milton Fine appears behind Lana, saying he's "preparing" Lex, as the black ship appears overhead. A beam of light shines down on Lex. Lana starts running towards the light, but Lex is gone, and the only thing left is a huge Mark of Zod symbol burned into the ground.

At the Kent Farm, Lois is trying to get plane tickets for Martha when Lionel shows up and offers her transportation. It's clear he's trying to get closer to her. Lana arrives at the *Daily Planet* to tell Chloe what she saw. Chloe goes to the barn to tell Clark. Chloe warns against Clark listening to Jor-El but Clark goes to the Fortress. Jor-El explains that the ship and Fine are a single construct that won't stop until Zod is released. Jor-El says Zod's physical body was destroyed and he needs a "vessel". A knife appears and Jor-El tells Clark he must use it to destroy the vessel – no matter who it is.

Clark meets with Chloe again and tells her he doesn't want to kill anyone. Chloe figures that Lex is the vessel and Clark announces he may have to kill Lex as Lana overhears him from outside the room. Clark is at the barn considering the knife when Lionel arrives and reveals he's written more warnings from Jor-El. The new warning says, "*Sacrifice the vessel,*" and Clark tells Lionel that Lex is the vessel. Back in the field, Lex is lying unconscious within the Zod symbol. He gets to his feet as Lionel arrives and warns him there's nothing he can do. When he reaches for Lex, Lex throws him away with super strength and into a car windshield. Lex super speeds over as Lionel looks on in horror, then Lex super speeds away to the manor.

Lana is there and he shoots himself with a gun to reveal that he is bulletproof as well. Lex says it's still him, but Lana backs away in horror momentarily. But she comes back to him as he confesses he couldn't keep anything secret from her. Lana reveals that she overheard Clark planning to kill him. Lex needs to go and tells Lana she can't come with him, but she can meet him on the LuthorCorp roof that night. Clark meets with Lionel who confesses he taught Lex to be completely ruthless, although Clark believes that will give Lex what he needs to fight against Zod. Lionel warns Clark may have to sacrifice Lex or Lana.

Clark arrives at the manor to confront Lex, and finds Lana. She refuses to betray Lex, because, unlike Clark, Lex always tells her the truth. She orders Clark to tell her what is going on, and he can't bring himself to do it. She spits that she doesn't know why she ever thought she loved him, and storms out angrily. Fine arrives to taunt Clark and reveals that Clark was supposed to be the vessel. He offers Clark one more chance, but when Clark refuses, Fine uses his affinity for humans against him. He vows to destroy all of them, and downloads a computer virus into Lex's nearby laptop. As a result, every power system in the state begins to shut down.

Clark meets with Chloe at the *Daily Planet* and she reveals there's an electronic virus and it's spreading – every major city in the world will soon be infiltrated. They're interrupted by a car flying in through the window – Clark super speeds in front of it, and catches it with one hand, shielding Chloe from harm. He rushes out to save who he can, but Chloe makes him realize that he can't save everyone, he must do what he was destined to do. Before he leaves, Chloe kisses him passionately, in case they never see each other again. The phone rings - it is Lex, telling Clark to meet him.

Lois and Martha are boarding Lionel's LuthorCorp plane. They talk about Lionel's frequent offers to give Martha favors, and Lois alludes to the possibility that Martha may have feelings for him. Later, they are in flight when they realize the surroundings look strange - they see mountains in the distance. They are unaware that a Brainiac copy is flying the plane. Lois tries to get the pilot's door open without success as the oxygen begins to run out. Martha collapses and Lois manages to open the oxygen masks but collapses before she can get to them.

Clark goes to the barn to meet Lex and the two spar verbally before they fight. In the fight, Clark defeats Lex and draws the knife and holds it to Lex's throat and Fine appears to goad him on. Clark refuses and throws the knife into Fine. It glows red as do the lights at the fortress, and a burst of energy shoots into the sky. Fine reveals Clark has opened the portal to Zod, and the energy slams into Fine and then Lex. Fine disappears and Lex turns to speak as Zod. Lex/Zod tells Clark that he has no choice but to join him or he will destroy Earth. When Clark refuses, Lex/Zod tosses the circle out into the sky and it pulls Clark in.

Riots are breaking out across the world as Chloe makes her way across Metropolis. She spots Lionel's limo and gets in with him, but the mob overwhelms the car and pulls them out. Lana is on her way to LuthorCorp where Lex/Zod is waiting for her as Lex promised. Lana assures him that she wouldn't fail and Lex/Zod kisses her. And across the globe, the power goes out as Clark hangs suspended within Zod's former prison, in the Phantom Zone, drifting off through space.