Smallville Season 6

The **sixth season** of *Smallville* began airing on September 28, 2006 and concluded its initial airing on May 17, 2007 with 22 episodes. This was the first season to be broadcast on The CW television network after The WB had stopped broadcasting on September 19, 2006.

### Zod

In the Phantom Zone, a Kryptonian prison created by Jor-El, Clark has no powers and is vulnerable to revenge-seeking criminals sent there by his father. He meets Raya, a Kryptonian who was his father's assistant.

She explains that Jor-El founded the Phantom Zone as a prison for Kryptonians as well as intergalactic criminals from the "28 known galaxies". Most of them lose their corporeal bodies and become Phantoms, but as Krypton was being destroyed, Jor-El put her in the Phantom Zone for her own survival. Raya says a stone Jor-El gave her is her only weapon against the phantoms. Clark tells her that Zod has returned to Earth, but she doubts that Clark can stop him. She also explains to Clark that there is an exit out of the Phantom Zone, a gateway designed by Jor-El in case anyone in his family were imprisoned there.

Lionel rescues Chloe from an angry mob and they seek safety in the LuthorCorp building, only to discover Zod/Lex has kidnapped Lana and flown away. They try to decide how to stop Lex as Zod. Lionel knows that Jor-El gave Clark a dagger and says he will go back to the Kent Farm to retrieve it. Chloe is surprised that Lionel will resort to killing Lex and suggests they try to read the Kryptonian symbols, but Lionel knows that Clark is the only one who can read them. He says the connection he felt at the Fortress is gone. He gives her a gun, tells her to take care of herself, and leaves for the Kent Farm. Chloe goes back to the *Daily Planet* to try to decipher the symbols. At the *Planet*, Chloe is shocked to run into Jimmy Olsen, with whom she had a summer romance while in high school. He is now a photographer at the *Planet.*

Zod keeps Lana captive and drags her to the Black Ship. She realizes that Lex has been taken over and watches as Zod touches the ship and makes it disappear. He tells her that he intends for her to bear him an heir and begin his plans to turn Earth into a Krypton-like planet using the alien ship's hard drive. Lana tries to stop Lex/Zod and he keeps her in place by pinning her hand against the wall with a knife. He leaves to infiltrate the Pentagon, where he plans to control Earth's satellites. When he leaves, Lana is able to pull the knife out and free herself.

Lois and Martha's plane crashes near the Fortress of Solitude. Martha drags an unconscious Lois to the

Fortress and has her first conversation with Jor-El. She accuses him of crashing their plane, but he explains that she was, in fact, taken by Milton Fine and he saved them. He tells her that Clark is banished forever by Zod.

He tells Martha about the dagger he gave Clark and how Zod must be stopped and killed in order to save the world. He thanks Martha for being such a good mother for his son and transports them back to Smallville.

Lionel shows up at the Kent farm and Martha explains what she must do. Lana also arrives, looking for Clark and having realized now why Clark was talking about killing Lex. She reasons that she is the only person that would get close enough to use the dagger and offers to kill Lex. She takes the dagger back to the Luthor Mansion, where Zod is waiting. She tells him that she has agreed to bear his heirs and they start kissing. Thinking he is distracted, she tries to stab him, but he is too quick, and shatters the knife. Angry, he uses the hard drive to activate a satellite which starts an earthquake. He then chokes Lana until she passes out.

Clark and Raya make it to the gateway and Raya explains that only a member of the House of El can open the gate. However, they encounter two prisoners, Aethyr and Nam-Ek. Raya pretends that she is using Clark to escape and they start to fight. Raya is able to stab Nam-Ek, but Aethyr retaliates stabbing Raya. She gives Clark her crystal and urges him to escape; he has no choice but to leave her. Clark runs to the portal, placing his bleeding hand on it, pushing him and the other prisoners through. Seven meteor-like objects fall from the sky out of the Phantom Zone, one of them being Clark. He arrives at his farm just in time to save Lionel and Martha from being crushed by the collapsing barn. Lionel and Martha tell him that Lana took the dagger, so he goes to the mansion to confront Zod.

Before Zod can choke Lana to death, Clark arrives. He blasts the hard drive with his heat vision, which deactivates the satellite and stops the earthquake. They fight and Zod picks Clark up and flies out the window with him. They land in a field and battle. Zod gains the upper hand and commands Clark to kneel before him. He tells him that if they join forces, he will spare the human lives that Clark cares most about. Clark appears to accept his offer and takes Zod's hand. However, in his hand is Jor-El's emblem. Zod is sucked out of Lex's body and into the emblem while Lex falls unconscious.

Clark goes to the hospital to check on Lois, who remembers being in the Fortress, but she thinks it was heaven. Clark tries to convince her it was just a hallucination. They share an awkward but tender moment. Lex encounters Lana in the hospital as well and she is understandably skittish towards him, showing him the hand he stabbed. Lex tells her he doesn't remember anything, but seems sincerely guilty over having caused such destruction. Lana decides to forgive him.

Clark goes to the *Planet* to check on Chloe, who was extremely worried about him and is relieved to see him. When she runs into his arms, he tries to bring up when she kissed him, but she blows it off and says it won't change their friendship. This is confirmed when she introduces him to Jimmy. It is obvious that Chloe and Jimmy share something, and Clark looks surprised and a little hurt.

Back at home, Martha tells Clark that Lionel claims that his connection to Jor-El is gone. Clark tells Martha that he went to the Fortress to talk to Jor-El, bringing along the emblem, but Jor-El didn't answer—it was like the Fortress was dead. He confides in his mother that he doesn't know what to do now... everything has changed. His father is dead, Jor-El is gone, Lex has become his enemy and Lana won't speak to him. She tries to comfort him, but he just looks lost and alone.

Meanwhile, Lionel is at his office, writing Kryptonian symbols; he is astonished at what he does and writes "POWER" underneath it. Lex returns to the mansion and opens his laptop to find a part of the object Zod had taken from the ship, half destroyed. In Argentina, a phantom rises from the water and speeds away.

### Sneeze

It's early morning at the Kent Farm and Martha is listening to the news, which reports that the world has begun to recover from Dark Thursday, but efforts in Metropolis are progressing the fastest. Just then, Clark comes home and Martha guesses that he's been out all night repairing things in Metropolis. Clark explains that he feels like the whole mess is his fault because he didn't defeat Zod quickly enough. He looks exhausted and Martha asks him to take a break and get some rest, but he insists on starting his farm chores. In the barn, Clark is repairing some steps when he releases a sneeze that is so powerful, it blows the barn door off its hinges and into the sky, much to Clark's shock. Lois is out jogging and is startled when it suddenly falls out of the sky to land upright into the field next to her.

Martha takes Clark's temperature, but he doesn't have a fever. He says it's the first time he's sneezed, or had a scratchy throat and plugged-up ears. Martha reasons that he must have caught something when he was in the Phantom Zone without his powers. Clark says he's not really that sick. Just then, Lois returns. She tells them about the airborne barn door, then notices the large hole where it used to be. Clark and Martha try to provide an explanation, but Lois intends to get to the bottom of it.

Lex is taking Lana to the Luthor Mansion because, she explains, she needs a place to stay while Met U recovers from the destruction. He seems distracted and paranoid. Upon arriving, Lex questions his private investigator, Pontius, who confirms Lex's suspicions that he is being followed. Lex instructs Lana that if anything happens to him to call Pontius, not the police. He later goes to visit Lionel and accuses him of having him followed. Lionel denies it, but suggests that Lex recall what happened on Dark Thursday. Lex maintains that he has no memory of what happened beyond what Lana has told him. Lionel offers to help, but Lex storms off. In the elevator, gas is suddenly released and Lex falls unconscious. A man drops from the ceiling and collects him.

Clark goes to the *Daily Planet* to tell Chloe about his sneeze. She is unconcerned until he sneezes again, blowing papers and books all over the office. He explains that Lois is digging into the errant barn door. Chloe tells him to take care of his cold and she'll deal with Lois. Back at home, Clark is feeling worse, but Lionel shows up and asks Clark to find Lex. He suggests that if Lex is tortured long enough, he might remember being Zod and reveal Clark's secret.

Lois shows Chloe the barn door and Chloe tries to make up an explanation of a mini-tornado, but Lois is skeptical. She writes an article about it and gives it to Chloe, convinced that the *Planet* needs to know. Chloe is not supportive and criticizes her writing skills. Not discouraged, Lois vows to shop her story elsewhere.

Lex wakes up strapped to a chair in a lab lined with a chain-link fence. He is approached by Orlando Block. He claims he saw Lex's powers on the only working satellite on Dark Thursday and threatens to kill Lex if he doesn't reveal their source. Block's helper, Wagner, objects to his methods, saying that they were instructed not to harm him. Block doesn't care and shoots Lex to make him start talking. Lex insists that he doesn't have powers anymore and even tells the truth—that an alien being inhabited him and is gone now. Block doesn't believe him, so Lex finally makes up a story that he injected himself with a serum that is located at LuthorCorp. Block sends Wagner after it.

Clark goes to the mansion, but only finds Lana there. She refuses to tell Clark anything about Lex because she thinks that Clark is only trying to cover his own secrets. When he leaves she calls Pontius, but only gets a voicemail. Clark hears her and super-speeds away. Lana searches Lex's desk and finds a remote control to a security camera network. The largest television displays her bedroom and she rewinds the tape and watches herself undress. She then watches another camera and sees Lex and Pontius' earlier conversation, learning Lex's location.

Lionel arrives at a loft apartment belonging to Oliver Queen, an old schoolmate of Lex. Lionel reveals to Oliver that he knows Oliver owned the only working satellite. He knows that Oliver has an unpleasant history with Lex and hints that if Oliver did something to him, he will regret it. Oliver is unfazed by his threat.

Clark arrives at the *Daily Planet* again, looking and feeling even worse. He admits to Chloe that he was too tired to super-speed all the way there and jogged the rest of the way. He asks her to look up Pontius and briefly mentions how cold Lana was to him. Chloe sympathizes with her sick friend. She tells Clark that he's too sick to go alone and takes him to the address. At Pontius' office, Clark sees a hidden door, but can't get enough energy to rip the wall down. Chloe tells him to sneeze it down, but he claims he can't do it on command. She suggests he blow it down. Clark is skeptical, but tries anyway and to his surprise, is successful! They enter the office and find the location to the warehouse. Clark says that since he is sick, he can't guarantee Chloe's safety and speeds away without her.

Lana arrives at the warehouse but Block finds her outside and takes her into the caged area. They threaten to test the serum from LuthorCorp on Lana. Lex tells them to test it on him, but as they are about to, he head-butts Block. A fight ensues; Lana gets Lex loose and he injects Block with the serum, who starts shooting the lab. A fire starts and Wagner bolts, locking Lex and Lana inside. Trapped, they look on in horror at the approaching fire when it is suddenly blown out by a powerful gust of wind made by Clark who quietly sneaks away, unseen. Back at the mansion, Lana confronts Lex about the cameras and threatens to move out unless they are removed. Lex denies invading her privacy and says he will remove the one in her room, but cameras are his way of life.

Feeling better, Clark is in his loft planning a day at Crater Lake with Chloe. Lois shows them her first by-line, on the front page of the *Metropolis Inquisitor*, a tabloid newspaper. She says she never felt happier than when writing the article and has found her calling. They invite Lois to the lake, but she declines because it looks cloudy. Clark and Chloe share a mischievous look. He blows the clouds away and Lois looks up in surprise at the suddenly sunny sky.

Wagner shows up at Oliver Queen's apartment and reports that Block went crazy and tried to kill Lex, revealing that Oliver was indeed behind the kidnapping. Wagner remarks that another person with powers was there and Oliver instructs him to find him. As Wagner leaves, Oliver demonstrates his archery prowess by mentioning "Borneo". He launches an arrow at its location on the globe on top of the *Daily Planet* building almost a mile away hitting Borneo as he said it would.

### Wither

Chloe and Jimmy are staking out a "good story" at the local make-out point, Lone Pine, when Jimmy suggests they "try to be a little more convincing." Chloe says she wouldn't mind rekindling their relationship, but they should take it a little slower. Jimmy agrees, but then they start making out and are interrupted when they hear a scream in the woods. They go to investigate and are shocked to find a girl impaled on a tree.

At the Kent Farm, Martha asks Clark if he intends to attend Lex's charity costume ball, which he is holding to benefit the families affected by Dark Thursday. Clark declines and the two have a thoughtful conversation about Clark's recent personal losses. Clark says he doesn't feel any different. She disagrees and assures him that his recent losses will shape the person he becomes. Clark contemplates a front-page picture on the cover of the paper of Lex and Lana together, captioned "The Next Lex Girl."

Lex asks Lana to pick out a costume and she brings up the photograph, saying she doesn't want to be his newest arm candy. He tells her he was raised in front of cameras and she can't let it bother her. Lana wonders what happens when Lex actually gets what he can't have and Lex gets angry and gives her an ultimatum, because he wants to be "more than roommates". She says she needs time to be sure, as she usually puts too much trust in people, but Lex harshly replies that she just put too much trust into Clark, emphasizing the fact in a way that makes her feel guilty, stupid and miserable. He says he is done paying for Clark's mistakes and Lana has to decide.

Lois is at the Kents' when she answers the door to a tall, handsome, blond man with a letter from Queen Industries. She tells the messenger that he should aim higher than delivering for the rich and arrogant and shuts the door in his face. When Martha arrives, she realizes that Lois just dismissed the CEO of Queen Industries, Oliver Queen. Lois looks chastised. Later, Lois goes to Oliver Queen's loft apartment with an apology and a gift basket. Oliver accepts her apology... if Lois agrees to be his date to Lex's costume ball. He already even has a costume for her.

Clark goes to the Talon apartment to visit Chloe, who is staying with Lois. She tells him about the couple in the woods and they guess that a metahuman must have killed her. He agrees to help her investigate, then asks what she was doing at Makeout Point anyway. Chloe doesn't have to answer, because just then, Jimmy walks in from a back bedroom. Clark and Chloe arrive at the woods, where a search is already in progress. Clark super-speeds to where Chloe says she found the body and is approached by an attractive brunette who introduces herself as Gloria, from Park Services. She maintains that she's searched this area already, but Clark uses his X-ray vision to find the boy, barely alive under a net of thorny vines. He tries to pull them away from him, but to his shock, they cut him.

Clark, Chloe and Jimmy go to the hospital to read the boy's chart and they see strange pod-looking things on his lung X-ray. Jimmy wants to take pictures and warn people, but Clark and Chloe object until they know what's going on. Jimmy is annoyed that they went to the woods without him and he and Chloe go back and forth about the exact status of their relationship, until Clark reminds them that "now's not the time". Clark points out that LuthorCorp owns a greenhouse right along the woods, but Chloe protests, saying Clark is stretching to blame Lex for personal reasons. Annoyed, Clark rattles off a list of reasons why it's not an unreasonable assumption and goes to the greenhouse. Jimmy is taking pictures in the woods when he encounters Gloria. She pushes him down and vines grow out of the ground and imprison him.

Lex finds Clark in the greenhouse. They argue about Lana. Clark says that she will find out how evil he is. Lex announces that Clark is not welcome on his property and tells him to leave. Lana goes to Chloe's apartment to discuss her relationship with Lex and Chloe patiently listens. Lana admits that she has trust issues, but she really doesn't trust herself. Chloe reasons that Lana can't keep waiting and watching; if she wants something to change, she's going to have to make a decision or take action.

Back at the hospital, Chloe tells Clark that her botany professor could only tell her that the vine was foreign to Earth and it was a female. Just then, the paramedics arrive with a female park ranger's body. When Clark learns that it is not Gloria, he realizes that she is an impostor and speeds away to confront her. Chloe goes to check on the first boy attacked, who has vines growing out of his body and covering the hospital room. She notices the vines around the light switches and plugs are dead. In the woods, Gloria explains that she was put in the Phantom Zone for trying to overtake other planets with her vegetation, and escaped when Clark did. She announces that she intends to go to Lex's nearby party to find other suitors and straps Clark to a tree with her vines. He notices Jimmy, but then passes out. It is then revealed that he was not only tied up by the vines, but he was impaled through the chest.

Chloe arrives at the woods and gets Clark down with a taser. Clark heals and wakes up quickly. Once free, Clark tells Chloe where to find Jimmy and she reveals that electricity kills the vines. She urges him to go stop Gloria and calls the paramedics for Jimmy. When they arrive, she takes matters into her own hands and uses the defibrillator paddles to shock him. He wakes up instantly. Clark arrives at Lex's greenhouse and interrupts Gloria from claiming her next victim, a party guest. She knocks him back with more vines, which grow all around the greenhouse, knocking heat lamps out of the ceiling. Clark uses his heat vision to set off the sprinkler system, which shorts out the lamps and electrocutes Gloria.

At Lex's ball, the animosity between Oliver and Lex is revealed, but Lex stays in a good mood since earlier Lana arrived at the party, to spend the evening with him. At the party's end, Oliver takes Lois home, but she denies him a goodnight kiss, saying he will have to earn it. She challenges him to hit a can off of a dumpster with an arrow and when he seemingly misses, she leaves. Oliver smiles slyly and it is revealed that he *did* hit the can, pegging the pop tab to the wall. Back at Luthor Mansion, Lex and Lana undress each other in front of his fireplace and have sex; meanwhile, Clark broods alone in his loft.

### Arrow

Martha Kent, Lionel Luthor, and Oliver Queen are attending a fund-raiser, and Lois is there as Oliver's date. Martha is wearing an expensive diamond necklace that Lionel loaned to her. He wants her to meet the other party guests so they can offer her a bid for United States Senate. As Martha gets ready to make a speech, the lights go out and a masked man steals the necklace and runs out of the party. Lois follows him just as he is about to use a bow and arrow to pull him up an elevator shaft. He pulls her close and she grabs a chain off of his neck with a ring on it before he disappears.

Oliver takes Lois back to Queen Tower. She is questioned by Milo, who runs Lionel's security firm, Safetex. Clark arrives and meets Oliver. Oliver admits that Clark is not what he expected. From Lois' description, he expected Clark to be more geeky. Clark explains that he wants the necklace recovered so that his mother doesn't have to owe anything to Lionel, but Oliver is not sympathetic. He tells Clark that over a dozen of Metropolis' richest citizens have been robbed, and points out that Lionel didn't even call the police about the theft.

Lana Lang and Lex Luthor are returning from a jog when Dr. Groll arrives. He shows them the results of the tests he conducted on the disk fragment. He explains that it is an extremely potent power source, but could also be used as a weapon. Lana wonders why he hasn't handed it over to the government, but Lex guesses that Dr. Groll wants to be the first to figure it out and encourages him to keep working on it.

Lois goes to Chloe Sullivan at the *Daily Planet* to ask her to help her research her story. She is reluctant to tell Chloe about her story, and Chloe points out that Lois can barely maneuver the *Planet* database. Lois gives the ring to Chloe, who photographs the inscription inside. They are interrupted when an arrow lands and spews a green gas. Chloe and Lois pass out and the masked man collects the ring. He takes it back to Queen Tower and sets it down next to a framed picture of a couple and their young son.

Lionel called Lana to his office, and she assumes he wants to talk about her developing relationship with Lex. Lionel claims he doesn't, but points out that just a few weeks ago, Lana was willing to kill Lex because of his obsession with the piece of alien technology. Lana claims they have put that behind them. She says that she is protecting Lex from himself to make sure he doesn't become consumed with it. Lionel doesn't think Lex will ever stop and tells Lana they need to destroy the technology.

Lois tells Oliver that she intends to write an article about the "Green Arrow Bandit". Oliver mentions that she doesn't have much evidence since the ring was stolen, but Lois doesn't care and is willing to stretch the truth a bit. Oliver admits that he worries that anyone after Green Arrow will target her as well, but Lois says that she wants to see him locked up. Oliver tries to tempt Lois with a romantic trip, but Lois turns him down to chase her story.

Clark meets Lionel at a LuthorCorp construction site and asks him why he didn't report the incident to the police. Lionel claims he is avoiding bad publicity, but Clark shows him a list of other Safetex clients' stolen items. Lionel tells Clark that he should track down which one of Safetex's clients hasn't been hit.

Lana meets Dr. Groll in an elevator. She informs him that Lionel intends to bribe Dr. Groll into giving him the black box containing the powerful disc fragment, but whatever he offers, she instructs him to come to her first. Dr. Groll hesitates, and Lana threatens to ruin his life if he doesn't comply. Later, Lex confronts Lana on her threat. She thinks he is angry and admits that she already knew the box was dangerous. Lex thinks she wants him to destroy it, but Lana counters that she thinks it can protect them and says she wants them to continue to research it.

That evening, Green Arrow uses his high-tech gadgets and arrows to break into a mansion and steal an Egyptian necklace, but is interrupted by Clark. He tries to fight Clark, but Clark throws him across the room, tripping the security alarms. Green Arrow tries to explain to Clark that he's on the wrong side, but Clark tells him that the police would disagree. Green Arrow tries to shoot Clark with an arrow, but Clark catches it. He shoots again and hits a guard. When Clark runs to check on the guard, Green Arrow escapes.

Clark explains to Chloe that Green Arrow got away. He gives her the arrow tip he caught so she can research. He mentions that he is surprised Chloe allowed Lois to write the story, but Chloe says she doesn't see Lois as competition and admits that she has in fact, done research on the story. She gives him the findings on the arrow and reports that none of her photographs on the ring came out cleanly, but she's working on restoring one.

Lois is in her apartment, fielding calls from possible Green Arrow sightings, when two men attack her. She calls Chloe, screaming for help just as they drag her off. Chloe sends Clark to save her, but when he arrives they are gone. Oliver arrives and Clark says he thinks Green Arrow kidnapped her because she's trying to expose him. Oliver looks doubtful and informs Clark that everything Green Arrow has stolen was bought off the black market. He believes Lois was taken in an attempt to catch Green Arrow. Chloe calls back and sends Clark the image from the ring: it is a family crest, which Clark remembers seeing in Queen Tower. He speeds to the apartment and finds a secret room filled with archery equipment and gadgets. There is also a collection of articles detailing large anonymous donations to charitable causes. A security monitor begins to sound, indicating a tracking system has been enabled. Lois is being followed by a GPS signal.

Lois' attackers try to torture her into revealing Green Arrow's identity by submerging her into a tank of water. She thinks Green Arrow is responsible for her kidnapping, but Milo appears. He tells her that she has humiliated him by reporting the thefts, and Green Arrow has ruined his business by stealing from his clients. Lois says that she doesn't know who Green Arrow is and Milo almost drowns her. Milo instructs them to kill her, but just as they shoot, the bullet is deflected by an arrow. Green Arrow arrives and incapacitates the thugs. He collects an unconscious Lois and lifts her away. He takes her to a rooftop where she revives, but she is not grateful for his saving her. She wrestles his crossbow from him and points it at him, demanding he reveal his identity. However, several blasts of fire suddenly shoot through the sky and destroy the outside lighting. Clark is standing on an adjacent rooftop, shooting the lights with his heat vision. Lois looks around in the darkness, but Green Arrow has disappeared.

Clark catches up to Green Arrow and reveals that he knows his true identity. Oliver questions why he let him get away and Clark admits that Lois probably wouldn't understand Oliver's double-life. He asks Oliver again to return the necklace to Lionel.

The next day, Chloe reports that seven of the stolen artifacts have been recovered, along with more large anonymous donations. She is impressed, but Clark still thinks the broken laws negate the good deeds. She asks him about the ring and Clark lies that it was a dead end. Chloe finds all her photographs of the ring have been deleted. Clark asks Chloe to stop looking into Green Arrow as a favor to him, and Chloe correctly guesses that Clark and Green Arrow know each other's secret identity.

Lionel meets Lex at the mansion. Lex reveals that he asked Lionel to approach Lana about the box; Lex was testing Lana's loyalty to him. Lionel thinks that Lex will share what he knows about the box, but Lex maintains that he doesn't intend to tell Lionel anything.

Lois informs Oliver that she still thinks Green Arrow needs to be caught. Later, Oliver meets Clark in his loft. Clark tells him that his relationship with Lois won't work out if he doesn't tell her the truth. Oliver knows that Clark lost Lana to Lex, but he doesn't intend to stop his Green Arrow duties. He believes he has a duty to help people and gives the diamond necklace back to Clark. He tells Clark that Lionel bought the diamonds from a Bosnian warlord to launder money. Clark looks conflicted and asks if stealing is right, if it's for a good cause. Oliver tells him yes, without any hesitation. Oliver says that Clark should use his abilities to help everyone, not just those close to him. He tells Clark to let him know when he is ready to use his abilities to help the world.

### Reu

On October 26, 1996, Duncan Allenmeyer and Lex Luthor are in their early teens, attending Excelsior Academy. They are minding their own business when Oliver Queen and his buddies Alden and Geoffrey appear. They push Lex down and tease him about being bald and rip Duncan's comic book in half. Duncan is financially poor. Oliver, the leader, ripped the comic book which Duncan had saved for.

In the present, Lex attends Excelsior's alumni social with Lana. Lois and Oliver are there, too, with his childhood friends. Alden smugly mentions that everybody is present... except for Duncan, and Oliver remorsefully tells him to drop it. Alden is standing on the steps when a large chunk of concrete falls off the building and just misses him. He muses on his luck when the statue's sword suddenly falls off and impales him, killing him.

At the Luthor mansion, Lionel tries to comfort Lex because he knows he had a hard time at school, but Lex is unresponsive to his concern. When he leaves, Lex remembers a conversation he had with Duncan back in boarding school. The two plan to do benevolent work for the poor together and promise to be partners. Just then, they see Oliver and his buddies exiting an instructor's room and realize they caught them stealing test answers.

Chloe is having dinner at the Kent farm. She tells them she has been investigating craters similar to the one Clark made when he escaped the Phantom Zone. She talks about a village in India that was attacked by a strange creature and thinks other criminals escaped. Clark feels responsible and asks Chloe to find out for sure. He tells her that the Fortress is dead and he can't ask Jor-El for help. She asks him to ask Oliver Queen for access to his satellite images.

Oliver and Geoffrey talk about how they regret falling out of touch with Alden before he died. Just as they part ways, Geoffrey's car explodes with him inside, as Oliver and Lois look on in horror.

Clark goes to visit Oliver. He shows Clark his newest arrow, which can generate a pulse that shorts out electrical devices. Clark asks him for access and he agrees if Clark helps him find out how Lex killed Alden and Geoffrey. It flashes back to 1996, where Duncan and Lex are arguing over what to do with their newfound knowledge. Duncan wants to turn Oliver in, but Lex believes they can blackmail Oliver into being their friend. Duncan realizes that Lex has already decided what to do. He gets upset and Oliver and the others encourage Lex to beat Duncan up. In the middle of the fight, Lex wakes up from the memory. Lana is concerned, but again, Lex doesn't want to talk about it. He gets up for a drink and the decanter rolls off the table and strangely stops in the middle of the room. He goes to pick it up and his chandelier comes crashing down. They jump out of the way and Lana hits her head on the floor.

Clark shows up at the hospital to see Lana, but Lex doesn't allow him. They argue about who is more dangerous to Lana and Lex shuts the door in his face. Lois arrives and Clark admits that he's hurt Lana more than anyone. She tells him to quit feeling guilty and announces that Lana probably wasn't the target. She reveals that two of Oliver's schoolmates have died as well and it probably has to do with a kid named Duncan, but Oliver won't tell her anything. Clark asks her to be careful, but she intends to solve the story. At Oliver's tower, Oliver reveals to Clark that Duncan has been dead for ten years. The flashback continues with Lex beating Duncan up. They wind up having to pull Lex off, and Duncan flees. He stumbles into the street and gets hit by a car. Oliver finishes the story in the present, saying Lionel Luthor swept in to try and cover up what happened, and kept everybody quiet. Oliver admits that he still feels guilty.

Clark decides to ask Lionel what happened. Lionel (who is studying hand-written Kryptonian symbols) says Duncan had no family except his mother. He eventually admits that Duncan survived and has been in a permanent vegetative state for ten years. His mother kept silent because Lionel has been using the best research scientists in the world to try and revive him. It is revealed that Duncan is receiving a glowing green injection made from meteor rocks. Clark goes to the research clinic and runs into Lois. They find Duncan's room and notice that his EEG shows brain patterns. Clark surmises that the treatment is working and that it coincides with the attacks. Lois explains about astral projection, but as she turns her back, Clark super-speeds out of the room.

Lex goes to Oliver's tower to confront him and they argue. Oliver accuses Lex of running from his mistakes and Lex traitorously punches him, but then get harshly beaten up by Oliver. Suddenly, the window shatters and Oliver pushes Lex out of the way. He stands up to see one of his arrows flying towards him. It hits him in the shoulder and pins him to the wall. Just as one of his electrical arrows flies towards him, Clark speeds in front of it. The pulse travels, Duncan's brain waves short out, and he goes limp. When Clark goes back to the clinic, Duncan has died and Lois has decided not to write her story.

Lex finally tells Lana about what happened to Duncan. Oliver arrives and Lex is still angry, but thanks him for saving him. Oliver admits that he feels great regret over bullying Lex and Duncan, but Lex only says he regrets ever thinking he needed friends like Oliver. He then confronts Lionel and demands to see the data about Duncan's treatment.

Oliver talks to Clark about making the wrong choices and living with the consequences. Chloe arrives with satellite images and finally meets Oliver. When he exits, Chloe shows him some images she pulled. Clark recognizes a figure as Raya.

### Fallout

Six weeks ago, two kids, Lamar and Yance are playing basketball in Oakland, California when they see a streak of light burn out of the sky to create a smoking crater. Lamar goes to investigate the crater in which a phantom from the Phantom Zone has landed. The phantom inhabits Lamar's body and when Yance approaches, he asks where Kal-El is. Yance is confused and when he doesn't answer, Lamar blasts a beam of energy at him and vaporizes him.

In the present, Dr. Groll meets with Lana in one of Lex's limousines. She wonders why they are meeting so clandestinely and he tells her that they are both in danger. He gives her the black box and all of his results of its investigation. He says he's going into hiding because the Luthors have already started military testing. Lana admits that she didn't know the investigation had proceeded that far and Dr. Groll remarks that there are probably a lot of things Lex doesn't tell her. He warns her to get as far away from the Luthors as possible. Their exchange is being photographed by Jimmy Olsen.

Chloe brings Clark photographs of the crash site in Oakland and reports that two boys went missing six weeks ago, the same day Clark escaped from the Phantom Zone. She says they found human ashes but nothing else. She also says that a nuclear facility was also attacked and the radioactive material the researchers were working on was depleted. Clark guesses the "Zoner" was feeding off of it. They trace the path of attacks on nuclear facilities and discover that it leads straight to Clark. Chloe leaves to investigate some more. Just as she leaves, Raya appears in Clark's barn. Clark and Raya talk. He feels guilty for leaving her in the Phantom Zone, but she is glad to be on Earth, saying Jor-El described its beauty to her. She says it must have been hard for Clark to grow up completely different. Clark admits that he used to pretend to be just like everybody else, but he is reminded that he is different every day. Raya says he doesn't have to be alone anymore.

Jimmy meets Chloe at the *Daily Planet* and shows her photographs of Dr. Groll entering Lex's limo with a briefcase and exiting without it. He believes the briefcase contains something illegal and wants Chloe to help him investigate the possible story. Having been entangled with the Luthors before, Chloe is reluctant to get involved and Jimmy leaves, dismayed. She turns around and suddenly is confronted by Lamar. He asks for archives but leaves before she can inquire about who he is. In the archives, Lamar scans the database until he finds a picture of Clark.

Lex learns that Dr. Groll has disappeared, leaving behind only a schematic of the Kryptonian black box. He angrily yells into the phone that he needs him to be located. Jimmy arrives at the Luthor Mansion and Lex admits that he only agreed to meet him because of Lana and Chloe's friendship. He discreetly places the schematic face down and denies Jimmy's request to photograph him. Jimmy shows him photographs of Lana and Dr. Groll's meeting and demands to know what was in the briefcase. Lex is highly irritated and at first doesn't answer. He then calls his people to send Jimmy back to Metropolis. Jimmy manages to take a few photographs of the schematic before he is ushered out. Lex shows the photographs to Lana and asks her about her late-night meeting. Lana lies that she was just out for ice cream, but Lex knows that she met with Dr. Groll. He tells her that he wants the box back.

Clark and Raya are racing at super-speed throughout the county. Clark asks her about his father and when she describes him as brave and strong, Clark admits that he didn't picture him that way. Raya counters that Jor-El was dedicated to preserving Krypton and planned Clark's departure from the planet extensively. She also says she thinks Jor-El would be proud of him. She says Jor-El sent Clark to save Earth from extinction just like Krypton and inquires why he didn't learn this during his training. Clark admits that he hasn't started the training yet. He worries that the Fortress is dead because he never listened to Jor-El. Raya tells him he must accept his destiny.

Lamar interrupts their conversation and introduces himself as Baern. He says he's been waiting to take revenge on Kal-El for a long time. He blasts Clark with a beam of energy that sends him flying through the barn wall. He advances on Raya, but she kicks him at super-speed and he escapes. She helps Clark to his feet. Clark asks how Baern knew to come after her and Raya explains that all the Phantom Zone prisoners trapped in the Zone know that Jor-El only managed to save his own son and they all want to extract vengeance against him. Clark wonders why Baern escaped without finishing him off and Raya says he probably didn't have enough energy to fight them both. She predicts that Baern is looking for a new energy source. She says he can only be defeated by Jor-El's crystal.

Jimmy shows Chloe the secret photographs of the schematic, containing Kryptonian hieroglyphics, guessing that Lex is working with Egyptians. Chloe recognizes them for what they are; she pretends to help Jimmy investigate the story and takes his copies to show Clark. Clark introduces her to Raya and Chloe shows him the photographs. Raya knows they are schematics for the Brain InterActive Construct, a Kryptonian energy source capable of providing Baern with power indefinitely, even enough to kill her and Clark.

Lana leaves the piece of the black box on Lex's desk. She tells him that it is too dangerous to continue to study, but Lex says they need to continue to work on using it to defend Earth. Lana tells him that she thinks he is obsessed with it and tells him to choose between her and the box. Before he can answer, Baern arrives and throws him across the room. Baern absorbs the fragment, which crumbles into dust. Lana meets Lex at the hospital and they wonder how Baern knew about the box. Clark arrives, saying he learned at the mansion that Lex was in the hospital. They have a tense exchange in which Lex doesn't offer any details on what happened, and then he is taken away for X-rays. Lana questions the real reason Clark is there and he shows her the schematic. She tells him that it was destroyed by something.

Clark and Raya go to the Fortress and she believes they can revive it if they lure Baern there and drain his power. She sends out a signal for Baern. Martha arrives home to find Baern. He asks her where Clark is, but when he hears the signal, he disappears. Baern arrives at the fortress and fires a blast of energy at Clark. Clark absorbs some of it with the crystal, but he is thrown back. Baern fires again, but Raya steps in front of the blast, protecting Clark. Clark recovers and advances onto Baern. He is able to absorb his energy and banish Baern back to the Zone. Baern is restored as Lamar. Clark runs to Raya's side, but she is badly wounded. She tells him that the crystal now has enough power to restore the fortress and advises Clark to finish his training. Then she dies.

Lamar wakes up at the hospital, fully recovered. Clark goes to visit him, but Lamar tells him he has no recollection of the last six weeks. Jimmy tells Chloe that even though he had proof, Lex got him fired. He managed to talk his way back into a lower position in Photo Archives and Chloe tries to reassure him.

Lex again confronts Lana about lying to him. Lana doesn't apologize and says she's glad the box was destroyed. She tells him that she wonders what his decision would have been if he had had to choose between her or the box.

Clark tells Martha about Raya's visit and she tries to comfort him over his loss. He tells her that he is ready to stop running from his destiny and begin his training, but he must recapture all of the phantoms first. As he clutches Jor-El's crystal, in the Arctic, the Fortress of Solitude lights up once again.

### Rage

Lois and Oliver are in his apartment making out when she ducks away for a few minutes to change her clothes. While she is gone, Oliver hears a couple being carjacked and changes into his Green Arrow gear to go rescue them. He fights the thugs, but one of them sneaks up and shoots him in the upper chest. Lois is confused when she can't find Oliver.

The next day, Clark and Martha are getting ready for Thanksgiving dinner. Clark is sad because it was his dad's favorite holiday. Martha assures him that they will still have plenty to be thankful for because they are inviting their closest friends. Lois arrives and says she is breaking up with Oliver because he disappeared on her again last night. She also announces that the Green Arrow was shot last night; a witness saw him bleeding in the street. Clark goes to check on Oliver, but he denies being injured. His behavior is erratic and short-tempered and he tells Clark to leave him alone. As he is standing in the elevator, Clark uses his X-ray vision to see through the door and witnesses Oliver injecting something into his arm.

Lana tells Lex that she wants to donate volunteer time to a halfway house sponsored by LuthorCorp. Saying he is concerned for her safety, Lex is resistant to the idea and tells her to pick another project.

Clark goes to tell Chloe about Oliver's potential drug use. He leaves quickly when he inadvertently runs into Lana, who is meeting Chloe for lunch. Lana explains how Lex has been secretive since they move in together and she correctly starts to wonder if the honesty was just a facade to win her trust and loyalty, but she faints in the middle of their conversation. She wakes up immediately and asks Chloe not to worry or tell anybody. Chloe reluctantly agrees. Lana later goes to the doctor and tells him her symptoms.

Oliver is seen visiting a woman, Dr. Pamela Black, who has been working on a drug called RL65, which Oliver has been taking to speed up healing properties. She tells him that she is through with the project because the results are dangerous and the test mice are showing adverse side effects. He tells her that he is paying her, so she is not allowed to quit.

Clark goes back to Queen Tower and finds a vial and takes it to Chloe for analysis. Lois also goes, looking for Oliver, but instead finds the Green Arrow. He knocks her back into a glass table, then runs off. Lois calls 911 and is taken to the hospital. Oliver encounters one of the thugs again and he admits that he got the drug from a doctor at the halfway house that LuthorCorp sponsors.

Lionel goes to tell Martha that he will not come to Thanksgiving dinner and they discuss what is happening between them. Lionel impulsively leans in to kiss her and Martha is surprised. Embarrassed, he leaves abruptly. Later, Martha goes to Lionel's office to discuss what happened. She tells him that she knows there is something between them, but she is not ready to figure out what it is. However, she values their relationship and really wants him to join them for dinner. Lionel accepts.

Clark goes to visit Lois and she remarks that she is worried about Oliver. Clark is, too, and with Chloe's help, they track down the maker of the drug. They find Dr. Black dead and realize that Oliver and Lex are at each other again, fighting over the drug. Chloe thinks the Green Arrow killed Dr. Black but Clark does not want to believe this. Thinking Lex is Oliver's next target, he goes to the mansion to find him. He only finds Lana, however, who is sitting by the fireplace trying not to cry. They share a tender moment and Clark pleads with her to tell him what's wrong, but she doesn't.

Oliver finds Lex in his office and they argue. They wind up shooting each other, but Oliver has a vial of the drug and cures himself. Clark arrives and is horrified to see Lex seriously injured at Oliver's hand. Oliver tells him to just let Lex die and Clark finally knocks him away, hard. He injects Lex with the drug, but it doesn't seem to work. However, to Clark's relief, Lex wakes up. In the meantime Green Arrow silently leaves.

Clark goes to visit Oliver in his penthouse to see if he is all right. They discuss Oliver's addiction. At the end, Oliver says he is thankful about who he is and the abilities he has; Clark says the same thing.

Lana goes to visit Chloe and confesses that she regrets all her decisions over the past few months, ultimately admitting that she is pregnant. Chloe looks surprised and sympathetic and hugs her tightly.

Thanksgiving Day, Oliver shows up at the Kent farm and asks for Lois' forgiveness and they get back together. Chloe avoids Clark's questions about Lana and he avoids her questions about the Green Arrow. Clark takes over Jonathan's turkey-carving duties and keeps the Kent family tradition of announcing what they are thankful for. They enjoy a pleasant dinner with family and friends.

At the Luthor Mansion, Lana and Lex dine with little conversation in a stuffy, overly-formal dinner. Lana looks miserable and Lex is seemingly oblivious to her discomfort.

### Static

Lex arrives home one evening and as he speaks to Lana while she's in bed, his alarm system goes off due to an intruder. Lex's security guards rush him and Lana to a panic room. In the chaos, Lana sees Lex vanish in static before her eyes.

Chloe shows Clark reports of multiple strange deaths on a shipping barge in Seattle. While they are talking, Lana calls Chloe, extremely upset, and asks her to help her find Lex. Chloe looks to Clark for help but surprisingly, Clark decides to go to Seattle to confront the latest Zoner instead. He unconvincingly tells Chloe that he'll help find Lex when he returns. He takes the Crystal of El with him to defeat the phantom.

Lana and Chloe go to the mansion but they don't find anything. However, Lex is there and can hear them, but they can't see him. When they leave, Lex is confronted by Bronson, a patient in Level 33.1 who has escaped. He tells Lex that he has the ability to manipulate frequencies and has sent Lex to another frequency in revenge for being experimented on.

Lana is a basket case without Lex and Chloe enlists Jimmy Olsen's help. His father was an old ham radio buff and Jimmy has all of his ancient equipment. He examines Lex's security tape footage and is able to pick up a faint frequency of him talking. Chloe and Lana realize that Lex is probably trapped in the library of the mansion. Chloe, Jimmy, and Lana are still trying to locate the frequency containing Lex when Lana gets a call from Bronson. He tells her that she will believe him when he shows her the lab. He takes her to Level 33.1, but it is an empty warehouse. He gets upset that someone cleared it all out and Lana tells him that she wants to be

In Seattle, Clark is appalled at the carnage on the docks of the ship and is dismayed to realize that whatever killed the crew is now on land. He poses as an assistant to the coroner to gain access to the crime scene. A hulking man, Aldar, is lurking on the docks and encounters a policeman. He kills the policeman by ripping his bones out. Clark confronts him and tries to use the Crystal, but it has no effect—Aldar is a Phantom Zone prisoner, but not a phantom. Aldar then throws Clark across the dock and escapes.

Chloe hacks into LuthorCorp's system to get floor plans, but finds that all of her files have been deleted. Lionel Luthor appears and Chloe knows he is responsible. She asks him about Level 33.1 but he brushes off her questions.

Lana goes back to the library and pours her heart out in case Lex can hear her. She tells him that she misses him so much and she doesn't want to raise their child alone. Lex's expression is unreadable at the news that she is pregnant.

Bronson appears and they are transported to the frequency where Lex is. Lana and Lex are reunited. At the same time, Chloe and Jimmy take the antique radio equipment to the library to try to tune into the frequency. Bronson knocks Lana out and fights with Lex, who denies clearing out the laboratory. He finally stabs Bronson dead and goes to revive Lana. They kiss and as Chloe and Jimmy successfully tune into the right channel, Lana and Lex appear in front of them.

Back in Seattle, Clark has been looking for Aldar all day and it is now nightfall. He finds him again and Aldar picks him up, ready to rip his bones out. Just as Clark is almost finished, Aldar falls in agony, dead. Clark is shocked to see a hand print burned onto Aldar's back, then sees someone super speed away. As he gives chase, he steps on an Oreo TM cookie. He chases the entity to the dock. It faces him and its eyes glow. It takes flight, leaving a red streak in the sky. Clark returns to Smallville and finds another Oreo TM on the floor of his loft. Chloe arrives, because she was worried that Clark didn't answer his phone the whole time he was gone. He is cryptic and does not tell Chloe about the carnage he saw. He tells her that the Crystal didn't work, but someone saved him—someone with powers greater than his. Chloe is concerned and doesn't understand why Clark is holding back. Clark just looks thoughtful.

Chloe, Jimmy, and Lana go back to Level 33.1 to see for themselves that it does not exist. Chloe is suspicious that it just disappeared, but Lana is indignant and declares that she trusts Lex's word.

Lionel confronts Lex and reveals that it was he who cleared out the warehouse and says that Lex owes him a share in whatever he is investigating. Lex goes home and tells Lana that he is thrilled that she is having his baby. He leads her into a room filled with roses and asks her to marry him. Lana seems concerned.

### Subterranean

A young boy, Javier Ramirez and his friend Francisco are among a group of manual laborers. Javier talks about how they should try to escape tonight, but Francisco is hesitant. Just then, one of the other laborers collapses from exhaustion. The farm's owner, Jed McNally, appears and tells everyone to get back to work. That night, as Javier and Francisco are escaping through the cornfields, they hear a rumbling and Francisco suddenly disappears into the earth. Javier makes it to the road, but Francisco is nowhere to be found.

At the Luthor Mansion, Lana and Lex confess to each other that they have both been missing sleep over Lex's proposal. Lex admits that it was impulsive and says she can take as much time as she wants to decide. He sends her on a trip to Amsterdam to see a prestigious art show.

Clark is doing his farm chores when he finds Javier in his barn. He notices the cuts on Javier's arms from running through the corn. Clark invites him inside to get cleaned up and fed. In the house, Javier says he ran away from Jed McNally's farm because no one was allowed to leave and there was little food. He tells Clark that his friend disappeared as they were trying to escape. He is from Mexico, but came here to find his mother, who works at a laundry company in Granville and has been saving for two years for him to come, but instead, he ended up at the farm. Javier admits that he's an illegal immigrant and begs Clark to not call the police. Clark volunteers to help find his friend.

Clark leaves Javier at the house and goes to Jed's under the pretense of asking to borrow a tractor part. Jed is friendly and optimistic and talks about how the second meteor shower was actually a blessing for his farm. As he goes to get the part, Clark asks the workers about Francisco and one of them mutters a phrase in Spanish that Clark doesn't understand. He leaves, but Jed looks suspicious. When Clark gets home, he is surprised to find Martha home early. He starts to tell her about Javier when Deputy Morales arrives to ask the Kents if they have seen a young boy. Clark follows Deputy Morales to the barn, but he doesn't find anything. After the deputy leaves, Clark uses his X-ray vision and sees Javier hiding in a cabinet. He tells him what the other worker said and Javier translates it. Clark is about to go check it out, but Martha catches them. Clark and Martha argue over what to do. Clark insists that Javier just wants to find his mother, but Martha says that as a Senator, she must uphold the law. Clark argues that he himself is an illegal immigrant and begs Martha to just give him 24 hours; he'll take Javier to Chloe's in the meantime.

At the Talon, Chloe and Javier look up possible laundry services in Granville when Jimmy Olsen arrives, ready to take Chloe on a romantic date. He seems disappointed that Chloe can't go, but tries to cover it up by ordering Javier a pizza.

Clark meets two of the workers again, who report that the ground "swallowed" Francisco. He X-rays the field and sees multiple skeletons under the surface. He goes to Chloe's to report what he's seen and she tells him that LuthorCorp purchased the farmland after the meteor shower. Clark goes to the mansion to confront Lex, who denies being involved. While he's gone, Jimmy tells Chloe that he thinks Clark doesn't like him because Clark is madly in love with her, but she assures him that they are just friends. As they are talking, Chloe realizes that Javier has escaped out the window. They chase him down the street, but he jumps on the back of a truck. When Clark returns, he is upset with Chloe for letting Javier leave.

Clark meets Jimmy at the McNally farm, where crime scene investigators are excavating multiple bodies. McNally is arrested, but before they can put him in the squad car, he disappears into the ground. Lex is watching the excavation on his laptop when Dr. Bauer comes in. Lex is angry that Dr. Bauer did not disclose that McNally was killing his workers, but Bauer claims he only knew that he was able to displace minerals and burrow through the earth. Lex is mad that his "test subject" will end up in jail and tells Bauer he better find McNally before the police.

Clark goes to the *Daily Planet* to tell Chloe about how McNally disappeared and Chloe reveals that he was buried under meteor rock for three days. She is listening to the police scanner when they both hear a report matching Javier's description at a bus stop. Clark goes to get him and speeds away with him before the police arrive. Javier is amazed, but promises not to tell.

Chloe and Jimmy find Javier's mother, Esperanza Ramirez, and take her to Smallville to reunite with her son. Clark and Javier are on their way back too, when Javier asks Clark to tell him what happened to Francisco. Clark admits that he's dead. Javier is upset and feels guilty and makes Clark stop the truck. He runs to the edge of the field and starts to cry. Clark tries to get him back into the truck, but is sucked into the ground right in front of Javier. Clark and McNally have an underground fight. Javier sees a rumbling and suddenly Clark is standing next to him again, covered in dirt. McNally also surfaces, semi-conscious. Clark and Javier arrive at the Kent farm and mother and son are reunited. Martha reports that she will help the Ramirezes obtain legal status.

Jimmy tries to convince Chloe to move back to Metropolis, but she maintains that she's happy where she is. Clark interrupts them to report that he doesn't feel satisfied that McNally was put away because he is realizing he can't solve all the world's problems.

Lana arrives home and tells Lex that she felt so powerful with the luxury of Lex's fortune and wants to use it to do good in the world, starting with the illegal immigrants working in Smallville. She goes to the Kent farm to talk to Martha about her ideas, but only Clark is home. They have a tense conversation in which Clark implies that Lex is controlling Lana. She is offended and leaves. It is revealed that Lex is actively researching and experimenting on metahumans, including McNally, held captive in **Level** **33.1**.

### Hydro

Linda Lake, the weekly gossip columnist, barges into the basement offices of the *Daily Planet* and demands that Chloe Sullivan make copies of her article. Chloe objects because she is not her personal assistant and questions Linda's reporting policies, pointing out her newest article: Lake has exposed that Metropolis Meteors baseball player Mike Dawson is using performance-enhancing drugs and has ruined his career. Linda is unapologetic, claiming she only prints the truth.

Leaving work, Linda is approached by Mike Dawson. He is angry and says he won't let Linda destroy any more lives. He chases Linda into a plaza with a fountain but she disappears. When he approaches the fountain, he is suddenly pulled into it by the water and held under until he drowns.

Lana Lang tells Chloe that Lex proposed to her. She says their relationship is doing well, but something wouldn't let her say yes right away. Chloe guesses that Lana still has feelings for Clark. Lana admits that if Clark had asked her, she would have said yes immediately [although when Clark proposed in Reckoning she did have reservations, it was Clark that asked her to take time to think about it since he also unloaded on her the weight of his secret]. Chloe tells her that she won't be able to move on from Clark unless she talks to him. As they leave, the water in the cooler bubbles.

Jimmy Olsen meets a contact in an alley but is surprised to find it is Lois Lane.

She wants to buy exclusive pictures of Green Arrow. However, she is disappointed to see that they are only shots of his limbs and no clear ones of his face, but she notes that one of the photographs details a large laceration on the Green Arrow's arm.

When Chloe picks up her coffee and morning paper, she is shocked to see Linda Lake's newest article. The article details her and Lana's conversation, exposing the fact that Lana has feelings for Clark. Clark arrives at the Talon and Chloe, not wanting him to find out from the paper, tells him that Lex proposed. Clark doesn't dare believe the article is true, but Chloe confirms that Lana told her she was still in love with him. Clark exits hastily to the Luthor Mansion to talk to Lana.

Lana awakens to breakfast in bed, courtesy of Lex, who has also seen the article. Lex is calm about the matter and says he is glad he now knows why Lana is hesitating. Lana receives a phone call from Chloe that she doesn't answer just as Clark arrives at the mansion. He asks Lex if he can talk to Lana but Lex tells him she isn't there. Clark turns to go, but Lex tells him that he can't convince Lana to do anything and they argue. Clark says that Lana's hesitation must be eating at Lex. Lex tells Clark that Lana won't turn his proposal down because she's pregnant with his child. Clark is obviously shocked by this news and doesn't respond.

Jimmy shows Chloe the article about Dawson's death and tells her that he thinks someone murdered him. He is unconvinced that a baseball player would kill himself in two feet of water. Chloe looks interested to investigate.

Lex approaches Linda Lake in her unfinished new office. He leaves her a blank check and tells her to collect anything she can on Clark and Lana.

Oliver Queen is instructing Lois in certain excersizing styles in his loft apartment when Lois flips him over, pins him, and they start making out. She takes his shirt off and notices a large healing scratch on his bicep. He tells her it's a fencing accident, but Lois abruptly collects her things and leaves. In the elevator, she compares the photos of Green Arrow's injury. Lois meets Clark in his loft and starts talking about how someone close to her has a serious hero complex and has been lying to her for a while. Clark looks panicked until Lois tells him her theory: that Green Arrow is her boyfriend, Oliver. She says she needs proof before confronting him, though, and wants Clark to help her out. Clark goes to Lois' apartment to get the photos and is caught by Chloe. He tells her that Jimmy took photos for Lois and Chloe is surprised to hear this. Clark accuses Chloe of keeping secrets as well, guessing that Chloe knew Lana was pregnant. Chloe counters that it's unfair for him to be mad at her because she keeps his secret every day and had to protect someone else. She almost starts to cry and Clark feels bad for upsetting her and apologizes with a hug. During their conversation, the bathtub overflows and Linda Lake forms from a puddle on the floor, having heard the entire exchange.

Chloe finds Lana waiting for her outside the *Daily Planet* building. Lana accuses Chloe of telling Linda their conversation and Chloe says she would never betray Lana like that and she should give her the benefit of the doubt. Lana backtracks and says Clark has left her with doubts about what her friends will do. Chloe takes this to mean that their conversation didn't go well when Clark went to see her, but Lana doesn't know anything about this and tells her that they never talked. They decide to find out how Linda Lake overheard their conversation.

Lois meets Clark in the barn and says that maybe she doesn't want to know if Oliver is the Green Arrow because she's fallen in love with him and doesn't care anymore. Clark calls her bluff, knowing she wouldn't ever be able to let it go, and hatches a plan so that she can find out without having to confront him. Later, Clark arrives at Queen Tower for a movie night. Lois has purposely forgotten the ice and leaves to get it. When she's gone, Oliver tells Clark that it's show time. Lois is walking in a dark alley and calls Oliver, pretending to be chased by thugs. Jimmy comes out pretending to be a thug, but he is soon joined by *real* thugs. "Green Arrow" swoops in and throws one of them across the alley. Lois approaches Green Arrow and kisses him passionately, saying that Oliver's secret is safe with her. However, Oliver walks up behind her just then. Lois slaps Green Arrow just as Jimmy gears up to take a picture of his face, but just as Jimmy shoots, Green Arrow speeds away, revealing that it's Clark. He reappears out of sight and takes off the hood to reveal from his facial expression that he actually found Lois' kiss to be somewhat amazing.

Chloe sneaks into Linda's office and is working with Lana over a webcam to find out what other secrets Lake knows about Lex and Lana. Chloe discovers Linda's newest headline, which details that Clark is an alien. She is shocked and Lana witnesses her reaction. They are interrupted by Linda who tells her that everyone will believe the article because Chloe can verify it. She is surprised that Chloe has kept a secret about her "farm boy friend" that could make her career skyrocket. Lana is listening to the whole exchange but just as Linda is about to reveal exactly what and who the article is about, Chloe grabs a hammer and smashes the laptop. Chloe tells her that she knows Linda killed Mike Dawson, probably from some special ability she obtained when her news van crashed into Crater Lake. Linda grabs a nail gun and tries to shoot Chloe but she runs out of the building. They fight in the street and Linda runs after her. She is struck by Lana's car and bursts into a puddle of water.

Jimmy shows Chloe photographs of their encounter with Green Arrow. He is excited to show her the photo of his face but is disappointed to see that he has disappeared from the picture. Chloe invites Clark to the Talon apartment, where Lois is recounting the escapades from the previous night. Chloe implies to Clark that she is aware that he was disguised as Green Arrow, obviously highly amused by the situation. Lois finishes the story by dreamily saying Green Arrow is a much better kisser than Oliver. Clark looks embarrassed and flattered at what is being said.

Lana asks Chloe about what she and Linda were talking about and Chloe avoids the questions. Lana says she knows Chloe is helping Clark hide something, but Chloe tells her that Linda was grasping at straws. Chloe assures her that she would never do anything to hurt Lana. Lana sidesteps in, commenting she's starting to sound like Clark. Lana leaves and approaches Clark in his loft. She says she is sorry she didn't tell him Lex proposed and that Clark is still a part of her life that she can't completely cut out. She asks Clark what he wanted to talk to her about, also telling him she knows Chloe is helping him cover up something and she wants him to finally trust her but Clark says that everything is different now. He tells her that Lex told him about the baby. Lana says she doesn't want to regret any more and turns to go. Clark tells her he hopes Lex makes her happy.

Lex tentatively approaches Lana again at the mansion and admits that he is afraid of her answer. She tells him about her and Clark's conversation and says that she will probably always love both of them, but she is done regretting. Lex tells her that he will wait forever for the one person he thinks could learn to love him. Lana accepts his proposal and they hug.

### Justice

Chloe Sullivan is on the phone with Clark, who is in South America hunting down Zoners. She tells him that there's a situation in Kansas that needs his attention too. Just as they hang up, Chloe meets Dr. Caselli, who works in the high-security wing at Belle Reve. She questions why several patients with special abilities have been transferred out and if LuthorCorp is involved. When she mentions Level 33.1, Dr. Caselli pulls a gun on her, but before he shoots, someone super-speeds towards him and knocks him out. Clark appears but he says Dr. Caselli was down when he arrived. He realizes someone else is around that can move as fast as him and chases him down. Clark chases the person, but is unable to, until Bart revels his face to Clark. Bart is back.
Clark and Chloe are in his loft discussing what Caselli told her when Bart interrupts them. He flirts with Chloe and she remembers meeting him two years ago. Chloe leaves, and Clark asked why Bart is back in town. Bart says that he's not stealing anymore, and he's changed for the better because of Clark. Clark suggests they go to Mexico for lunch and catch up.
Lois and Oliver are in Oliver's loft making out when his phone rings. He tells the caller he'll be there in five minutes and Lois gets upset. She confronts him for always running off and interrupting them, and Oliver surprises her by offering to take her to Monte Carlo for a romantic getaway.

Lionel meets Lex and tells him that another LuthorCorp facility has been hit. He says six facilities have been attacked, all having to do with 33.1. Lex isn't worried and shows Lionel a security camera photograph of a red blur. Lex says that whoever is responsible can move very fast and he intends to catch him and make him a test subject. As they leave, Bart speeds into the library and downloads data from Lex's laptop. He calls his contact and arranges a meeting to drop the data off. Bart runs into an alleyway, and meets his contact, the Green Arrow.

Clark meets Lionel in Metropolis and accuses him of helping Dr. Caselli get out of jail. Lionel denies involvement, but shows Clark the photograph and tells him that if he's still breaking into LuthorCorp buildings, he should be more careful. Clark tells him that the photograph isn't him, but doesn't tell Lionel who it is. Clark goes home, where Bart is eating anything Martha puts in front of him. He confronts Bart about stealing, but Bart doesn't explain anything, only saying it's complicated, and super-speeds away.

Chloe is helping Lois pack for her trip when they are interrupted by Clark. Lois exits and Chloe reveals that she knows Oliver is the Green Arrow; Clark admits that Bart can super speed. He says Bart is in some kind of trouble and asks her if they can track his cell phone. They look up his records and realize that Bart is working for Oliver Queen.

Bart Allen is at his next assignment, dressed in his costume. But Lex manages to capture Bart, and put him in a cage, where if Bart stops running, he'll blow the room up, killing Bart Allen.

Clark goes to Oliver, and asks about Bart. Oliver tells Clark about how he saved Bart, and that Bart's a good kid, but he needs the right teacher. Oliver than says Bart isn't the only member of this "team" of Oliver's, and Clark asks what team? To which Oliver's teammates Arthur Curry and Victor Stone walk out into the room. Clark is stunned by this.

Oliver starts to track Bart and Clark asks Victor how long he's been working with Oliver. Victor explains that his girlfriend tried to make it work, but eventually left him, and Oliver found him living on the streets and gave him a reason to go on.

A.C. says he was caught trying to sink a whaler, but Oliver got him out of trouble. Bart has been working for Oliver for some time. Oliver caught him stealing and offered him a job. They start trying to locate Bart and narrow it down to 100 different facilities. Clark enlists Chloe's help to narrow down the search. Chloe reveals that $20 million worth of equipment used to measure high-velocity particles was transferred to one in particular, the Ridge Facility. Clark tells her to take the info to Oliver and goes to the facility to rescue Bart alone, saying he can get there faster. He breaks in and encounters a restricted-access door. However, it leads to a laboratory full of refined meteor rocks and Clark is incapacitated. Chloe goes to Queen Tower and gives Oliver the lead on Bart. Oliver pulls up a schematic of the building and Chloe notices several rooms lined with lead. She realizes they must be working with meteor rocks and that Clark is in trouble. The team gears up and gets ready to rescue Bart and Clark.

With Chloe as "Watchtower" looking out and directing them, Green Arrow, "Cyborg", and "Aquaman" infiltrate the facility using a combination of teamwork, gadgets, fighting moves and super-powers. Green Arrow rescues Clark, naming him "Boy Scout", and tells Watchtower to direct Boy Scout to find "Impulse" (Bart). He bursts through the chamber at super speed and grabs Impulse out to safety. Green Arrow locates Lex and tells him he has ten minutes to clear out the employees before he blows the building up. Boy Scout and Impulse meet up with Green Arrow again, and Watchtower confirms that the employees are gone. Cyborg and Aquaman rendezvous, and the five blow the facility up.

Lois arrives at Queen Tower ready to go, but Oliver has to cancel their trip because he has a business meeting. She tells him to postpone it, and when he can't, she says not to expect her to wait for him. Oliver admits that he's been jumping from city to city his whole life, but never regretted leaving anyone. He tells Lois she's going to be the one he regrets, because he's leaving Metropolis. Lois kisses him goodbye and leaves in tears.

Lionel berates Lex for the loss of the facility. Lex claims he's fighting for freedom and democracy from the Green Arrow and his "terrorist" friends by also recruiting people with abilities. Lionel doesn't buy it and Lex also points out that several guards reported that one of Green Arrow's cohorts looked a lot like Clark Kent. Lionel smoothly lies that Clark couldn't have been involved because they were having dinner together at the Kents' home at the time of the explosion.

The team meets with Clark and Chloe in his barn one last time. Oliver reports that Lex is setting up laboratories all over the globe and asks Clark to join the team. Clark says he wants to, but he has to clean up his own mess first, meaning he has to capture all the Zoners. Oliver shakes Clark's hand and he and his team leave for their next mission, proudly saying, "Come on boys, let's go save the world".

### Labyrinth

Clark is finishing up his farm chores in his barn while waiting for Chloe when Shelby starts barking. He goes to check on him, but is suddenly stricken by a sudden blast of pressure that sends him falling down to the barn floor. He wakes up in a common area of a mental hospital, wearing white scrubs. He is suitably confused, but when he asks how he got there, the other patients mock and tease him, asking if he got attacked by "krypto-freaks" again.

He gets upset and the guards come to carry him away. He tries to use his super-speed to get away, but it fails him. He is shocked when the guards overpower him and drag him to a small isolation room. When Clark calms down, an older man, Dr. Hudson, comes in. Clark thinks he's in Level 33.1 and that he has been captured by Lex Luthor. Dr. Hudson tells him that, in fact, he has been suffering from paranoid schizophrenia for over five years now. He explains that Clark has created an elaborate fantasy in which he was an alien with superpowers, and during his freshman year of high school, began to live in this fantasy all the time.

He says Clark is getting worse, but he has developed a treatment that will soon cure him. Clark tells him to tell Lex that he's not buying it, but Dr. Hudson patiently says that he has been institutionalized in the Fairview Psychiatric Hospital for five years and his whole secret identity and alien lineage is merely delusions. Back in the common room, Clark is standing in line for medication when another patient whispers that he believes him, addressing him as Kal-El. He claims that he is from Mars. However, just as he tells Clark not to trust anyone, the orderlies come behind him and taser him unconscious.

Clark sees a janitor enter a broom closet and follows him in. He sneaks up on him, punches him out, and steals his uniform, escaping out of a side door. Clark heads to the barn to find Lana in his loft. It is furnished with Lana's things and she is dressed up and delighted to see him. She runs into his arms, but Clark has to ask why she's there. She says that she and Nell bought the farm after Jonathan's death and she lives there waiting for him.

Clark is still confused, especially when Lana says they have been dating since freshman year. Clark asks about Whitney, but Lana insists that he is the only person she has ever loved. She thinks Clark took Dr. Hudson's treatment and was released, but Clark admits that he escaped and says Lex put him in there. He says he doesn't care if they're engaged, but Lana says she hardly knows Lex. Clark thinks Lana is in on it and demands to know where his mother is. Lana says she is at the Luthor Mansion and Clark exits quickly.

Clark finds Martha in the library and Martha says everyone has been looking for him since he escaped. Clark is shocked that his mother allowed him to be in there, but Martha tells him to calm down. She admits that following Jonathan's death, she and Lionel are actually married, and urges him to take the treatment. She pushes an alarm and Clark runs away. Guards chase him through the grounds and just as they are about to capture him, Chloe drives up and Clark climbs into the car with her. Chloe seems to believe that everything is different and tells him that she has been in hiding because she knows the truth about him. Clark says he wants to confront Lex, but Chloe doesn't agree. Clark insists and Chloe lets him borrow her car.

Clark arrives in Lex's office and accuses him of taking his powers. Lex is angry and frustrated with Clark and reveals that he has lost both legs in their first meeting and is now wheelchair-bound. He bitterly recounts how Clark, in his delusion, jumped in front of his car and Lex swerved to miss him and wrapped his car around a guardrail. He is extremely furious that Clark will not come out of his fantasy world and bitterly wishes that he had just run him over. Clark is visibly taken aback by this turn of events.

When he arrives at the Talon, he is shocked to see that it is still an abandoned movie theater. Lana appears and Clark asks if Lex's story is true. Lana just says that they can get through anything together. She says they've been together since kindergarten and shows him a plastic ring, claiming that he gave it to her when they were ten. Clark gives it back and runs up to the apartment to find Chloe. Chloe assures him that they aren't crazy and they have to hide out until he gets his powers back. Clark prepares to leave with her, but Lana shows up and tells Clark that Chloe also escaped from the mental institution a few months early. Lana begs Clark to come with her to get help and when he appears to be convinced, Chloe pushes past him.

Clark begs her to stay, but she insists they will kill her when they catch her. Just then, two guards show up to collect them. When Chloe draws a handgun, they shoot her in the chest. She dies in Clark's arms, muttering that she's not crazy. Upset over Chloe's death, Clark allows Lana and the guards to take him back to the institution. Dr. Hudson later tells him that he will be fine after his treatment. Clark insists he is not going to go through with it, but Dr. Hudson begins to show Clark that all of the circumstances and people that Clark thinks makes up his Kryptonian background have been taken from ordinary objects in his everyday world.

He shows Clark a piece of meteor rock and Clark automatically jumps back in fear. When Dr. Hudson shows Clark that the rock is harmless to him, Clark seems to realize that Dr. Hudson is really telling the truth. He realizes Chloe is really dead and slides to the ground in defeat.

Clark finds the patient from the medication line is his neighbor in the restraint room. He tells Clark that he must fight, but Clark is subdued and listless. He explains that Dr. Hudson is a Phantom Zone prisoner trying to gain control of Clark's body by controlling his mind unless Clark fights back. He says he is also in his mind trying to help; for Clark to regain consciousness, he must kill Dr. Hudson. He urges him to trust himself when the orderlies rush into his room. They terrorize him with a lighter and beat him up. Clark is taken to the treatment room where Lana is waiting. Clark again tries to resist, but Lana points out that she doesn't know why Clark is so eager to return to a reality in which they are apart and he is an alien who has caused so much pain.

She convinces him to take the treatment and be normal and with her for the rest of their lives. They strap Clark to a table and Dr. Hudson starts up a drill. Just as it advances towards Clark's head, he starts to hear a barking and growling noise. Recognizing it as Shelby, Clark realizes he is still in his barn and starts to struggle. He breaks loose and strangles Dr. Hudson.

He wakes up in the barn with the other "patient" mysteriously standing over him, holding a crystal that captures the phantom. Just as Chloe arrives, Clark watches as he flies away in a streak of red light.

Chloe takes Clark back into his house and says he was only out for a second. Clark tries to explain his fractured dream-world and tells Chloe how he was willing to give up everything and everyone he loved for Lana. He says that even though she is with Lex, he must still be in love with her. She asks what her role was, but Clark refrains from telling her that she was institutionalized as well. He simply says that she was the only person who believed in him.

Clark runs into Lana at the Talon and she guesses that he has something on his mind. He tells her that he dreamed they were engaged when they were ten and Lana is amused. They have a friendly conversation and Lex arrives. Clark says it's good to see him out and about and Lex says he appreciates the civility. Then as he and Lana leave together, she looks back at Clark with emotion.

### Crimson

Chloe and Clark arrive at the Talon and Clark is appalled that there is an elaborate Valentine's Day party going on. Jimmy arrives shortly afterward with Lois, who is still upset over her breakup with Oliver. Chloe realizes Jimmy brought Lois because he is trying to set her up with Clark. Jimmy and Chloe leave Lois and Clark by themselves, who realize they were set up. Clark leaves, and Lois wanders over to a vendor booth run by Star, a mystic who sells novelties such as potions and future-readings. She guesses Lois has a broken heart and gives her a lipstick, claiming that after putting it on, she will fall in love with the first man she sees. She tells her she gets the deep red hue from red meteor rocks and when Lois puts it on, she sees Clark in the mirror behind her, apparently becoming instantly smitten.

The next morning, Lois arrives at Clark's house in a leather jacket, knee-high boots and a miniskirt. She tells Clark that she's over Oliver now because she has realized she is in love with him, instead. Clark is stunned and remains speechless. She gives him a mix CD and advances onto him. Clark knows she is acting strangely and as soon as she mentions dancing and turns her back, he super speeds away.

Chloe is leaving for work and finds Lana at her door. Lana says she realizes she left things in a weird place last time they talked and says she will quit asking Chloe about Clark's secret if Chloe admits that he has one. She asks Chloe to be her Maid of Honor and Chloe agrees. Later, Lana and Lex are getting ready for their engagement dinner when Lex shows her how he has made up a room into an elaborate and ornate nursery for the baby. He wants to announce Lana's pregnancy at the dinner, but Lana is reluctant. She doesn't want everyone to think that she's only marrying Lex because she's pregnant. Lex thinks Lana is hesitating over her decision to marry him.

At the *Daily Planet*, Clark tells Chloe that Lois is acting strangely. She doesn't believe him until Lois herself shows up. Lois then shows Clark and Chloe a heart shaped tattoo which reads "Lois & Clark Forever" and they are both shocked. Chloe promises to look into what's causing her behavior while Lois drags Clark into a phone booth and kisses him. The red kryptonite is transferred to Clark and Kal takes over, prompting a heated makeout session in the phone booth. Kal then takes her to an empty office and Lois recognizes she has kissed him before and says that he must be the Green Arrow. Clark flippantly replies that he was just dressed as the Green Arrow so she wouldn't know it was Oliver. Lois starts talking about Oliver, but a jealous Kal boasts that he is miles ahead of him. He takes her to the roof of the building and, wanting to show off, makes a super-powered leap to Queen Tower with Lois in his arms. Lois is amazed, they break into the Queen Tower loft and make out on Oliver's couch, which is only interrupted when Kal notices an invitation to Lex and Lana's engagement dinner. He decides to crash the party.

Chloe is on her way to the party when Jimmy shows up. He has brought her flowers for Valentine's Day. He remarks that she is dragging her feet about getting to the party, but Chloe denies it. She asks him to look into whatever is causing Lois' behavior and he reasons that Lois and Clark just have great chemistry. He thinks Chloe is jealous of Lois because of her feelings for Clark. Chloe gets annoyed and says she is tired of him bringing up their relationship, telling him to back off. Chloe goes to the party and Jimmy goes to visit the mystic and asks her for the antidote. She gives him a green glowing spray.

Kal arrives at the Luthor Mansion with Lois in tow and crashes the dinner. He offers his opinion on his mother's relationship with Lionel Luthor and rudely remarks that Chloe must be happy that Lana is getting married because now maybe her years of pining for Clark might pay off. Lex tells him to leave, but Kal shouts back at him. He then finishes his tirade in front of the stunned guests by tossing Lex a rattle and toasting to Baby Luthor, insinuating that her pregnancy is the real reason Lana is marrying Lex. Lex is enraged and proceeds to attack him, but Kal easily throws him to the side. He takes Lana's arm and drags her away with him. Martha realizes that Clark must be on Red Kryptonite as Jimmy arrives with the antidote for Lois, and Martha goes after Clark. Lois appears heartbroken until Chloe and Jimmy cure her with Star's spray, removing her memories of the day's events.

Kal takes Lana to the barn and tells her that they must still be in love and she should marry him instead. Lana is upset that he embarrassed her, but she does not deny it. He forces a kiss on her and eventually she kisses him back. Lana tells him that he doesn't love her, but just can't stand to see her in love with someone else. Just then, Lex arrives and Lana runs into his arms. Kal announces that Lex has always just wanted what he had and Lana is just a trophy to Lex and Lex is nothing but her consolation prize and then Kal ask Lana to say she doesn't love him, and Lex looks at her as she doesn't deny her love. Kal asks again and walk up toward Lana, but Lex points a gun at him warning to stay away from her. Lana is scared and surprised by Lex's gesture which was extreme and inappropriate at the situation. Nevertheless Kal mocks Lex before he grabs him by the throat and starts to choke the life out of him, admitting that if he had known who Lex was destined to be, he never would have rescued him from the bridge years ago. Lana tries to pry Kal's grip off of Lex, but he was far too strong. Lex grabs a long chisel and tries to stab him with it. Kal crumbles to the ground in pain just as Martha shows up. She tells Lana to leave, but not before Lana notices the chisel on the ground, its point bent up. Martha reveals a green meteor rock as Kal writhes in pain, sweating profusely. He is restored to normal as Clark.

The next day, Clark has to face all the rude things he said and did as Kal. He says he didn't mean them, but Martha states that in fact, he says exactly what is on his mind when he is on Red K and shouldn't always bottle up his emotions. He says that he can't let Lana marry Lex, and Martha tells him he needs to let go of his feelings for her. Lois arrives at this point and it is evident that she does not remember anything about what happened yesterday when she was affected.

She is obviously uncomfortable about her lack of memory, and Clark gently teases her about the affair, grinning broadly as he banters with her as usual. He doesn't tell her the whole story, but when he shows her the mix CD she made for him, and she is clearly embarrassed, and the pair exchange awkward glances.

Chloe thanks Jimmy for his help in restoring Lois. She gushes about how great they work together, but Jimmy brings up Clark's behavior. Chloe brushes him off and Jimmy gets annoyed, saying that Clark was acting like a jerk and Chloe always makes excuses for him. She tries to assure him that there's more to the story, but Jimmy gets upset and challenges her by saying if she had to choose between him and Clark, she would choose Clark. Chloe assures him that she likes him, but he doesn't believe her. He says they should take a break and leaves as Chloe starts to cry, heartbroken.

Lex gets Dr. Langston to check up on Lana and he gives her a clean bill of health. Lex indirectly mentions that Lana was kissing Clark back and Lana asks him if he was going to shoot Clark to protect her or because he wanted to hurt him. Lex admits that he felt he had a right to go after Clark. He says he doesn't know what he would do if he lost Lana, who seems to start having doubt about the goodness of Lex, who exits and meets the doctor in the hall, who remarks that Lana's pregnancy "isn't typical" but is progressing "as scheduled." In her bedroom, Lana opens a drawer in her dressing table where she has hidden the bent chisel Lex used on Clark, setting the stage for her journey into discovering the truth about him.

### Tresspass

Lana is studying the bent chisel she collected from Clark's barn when she receives a cell phone photograph of herself in her bedroom, taken moments earlier. She calls Lex and says someone is in the room with her and he sends in security to check it out. She doesn't show him the photograph and quickly hides the chisel so he doesn't see it. Lex says Lana is just wary from the newfound attention from the paparazzi she has received since becoming engaged to Lex. He has to go away on business, but he sets Lana up with Chloe in Lois' Talon apartment with an army of security guards. Lana shows Chloe the cell phone photograph, but she doesn't ask Chloe to explain the bent chisel.

That evening, Martha finds Clark in the barn doing his farm chores. She remarks that she has been at a charity function in Metropolis all day and wonders why Clark isn't finished yet. Clark says he feels like he's being watched and is not using his powers to do his chores, so they are taking him all day. Chloe arrives and reports that the photo was sent from a number that belongs to a low-level paparazzo and says Jimmy Olsen can help Clark find it. Clark questions why she doesn't ask him herself and she has to admit that they broke up because of her role as Clark's secret-keeper. Clark feels bad, but Chloe interrupts to show him the photograph of the chisel. She warns him that Lana is very close to finding out his secret.

Lana is snooping around on Chloe's computer and clicks a file marked "CK", but it is password protected. She thinks she hears a noise and goes downstairs into the Talon to investigate. She finds a wrapped present with a negligee in it and an note that reads *"I want you to wear this... when I kill you."* She tries to run out of the exit door, but is accosted by dozens of paparazzi who force her back inside. Brady, the head of security, escorts her back into the apartment just as Chloe arrives back home, also escorted by Mack, another guard.

Clark goes to the *Daily Planet* to talk to Jimmy. Before he can state the reason for his visit, Jimmy tells him that he won't stand in the way of his relationship with Chloe. Clark tries to tell him that they are just friends and maybe he would like to reconsider dumping her. He then asks Jimmy to help him find the paparazzo, Louis Esposito.

Lex sees Lana's encounter with the paparazzi and is enraged. He gives Brady an earful and tells him to take Lana to LuthorCorp Plaza for safety. Lana says that that's the first place the stalker will look and says she wants to go to the last place anybody would think to look for her. Brady and Mack take her to the Kent Farm and secure the house and the farm. Martha sets her up in Clark's bedroom and Lana takes the opportunity to snoop through Clark's things.

She finds her neutralized necklace in Clark's dresser drawer, but her intrusion is interrupted by another phone call. The caller says in a distorted voice that she can't hide and Lana notices a puddle of blood seeping under the door. Brady doesn't answer when she calls and she opens the bedroom door to see him on the floor, his neck slashed. He is barely alive and grabs her ankle. Lana is startled and falls down the stairs. She wakes up in the hospital with Martha at her side. Dr. Langston reports that Lana and the baby are fine and tells Mack that they can put her in the old wing of the hospital to secure her. He then sedates her.

Clark and Jimmy find Esposito's apartment and locate his file disc on Lana. Clark is shocked to realize that Esposito has dozens of photographs of Lana snooping around in Clark's barn. He receives a call from his mom telling him that Lana's in the hospital and goes to see how she's doing. Lana wakes up in an abandoned area of the hospital to the sound of her ringing cell phone. It is Chloe, but in the middle of their conversation, Esposito appears and chases Lana down, flashing pictures the entire time. Clark arrives just in time to throw Esposito across the room. Mack finally appears and carts him away. Clark helps Lana up when they hear a gunshot. Mack claims that Esposito had a hidden weapon and he had no choice but to shoot him.

Thinking the ordeal is over, Mack takes Lana back to the Luthor Mansion. He tells her that Lex's flight is delayed due to the weather and Lana thanks him for protecting her. Mack muses that Lex shouldn't have left her alone. Lana asks him to tell the staff to bring her something to eat and he reports that he has sent all the staff and the rest of the security team home so they wouldn't get caught in the coming snowstorm. He remarks that it was something Lana would do because she is good and kind, unlike Lex's other girlfriends. Lana is unnerved by his audacity, but he then reveals that he watches her every day. Lana realizes that Mack is the stalker, but she gains his trust by admitting that she didn't know what she was getting into with Lex. Mack goes to comfort her and she smashes a glass bottle on his head and runs away. She tries to call for help, but Mack has cut the phone lines. He breaks into the bedroom and she escapes out the window.

Clark and Chloe are studying Esposito's file on Lana when they see a photograph taken at the charity function that Martha attended the day before. They realize that if Esposito was at the ball, he couldn't have been at the Luthor mansion that evening, so he couldn't be the stalker. Lana and Mack are fighting on the roof of the mansion in the snow when they fall through a skylight. Mack falls and dies, but Clark is there to catch Lana and she is unharmed. Lana is shocked to find herself safe in Clark's arms and asks him how he did it, to no response. She nexts asks why, after everything, is he still watching over her. Clark says that maybe it's for the same reason she has been watching him.

The next day, Clark asks Chloe what he should do about Lana's investigation into him. Chloe points out that Lana risked her life to keep the photograph and the bent chisel from Lex and has proven that she is loyal to him. Jimmy arrives and he is annoyed at Clark for leaving him alone at Esposito's to get caught. Clark thanks him for helping out, then exits quickly to give Jimmy and Chloe some time to talk. Jimmy remarks that Clark's not so bad and Chloe replies that he's no Jimmy Olsen. Jimmy is touched; he gives Chloe a kiss and they get back together.

Lex arrives home and reunites with Lana. He asks her about hiding out at the Kents', but she defends her actions, saying she had to trust her instincts. Lex says he trusts her, but when he leaves, Lana is shocked to find that the bent chisel is no longer in her bureau.

Lex approaches Clark in the barn. He brings up their intense fight after the engagement party and says he can't understand why Lana still cares about him. He surprisingly gives him an invitation to the wedding. He says Lana wants him to come and he wants Clark to see what he lost.

### Freak

Lana Lang is having her "bachelorette party" with just Chloe in attendance at a Smallville bowling alley. Lana says it's perfect because she's with her best friend. They are having fun bowling (badly) and taking pictures. One of the employees, Daniel Kim, shows up and flirts with Lana. He shows her how to improve her form and Lana is delighted when her ball miraculously steers clear of the gutter and hits a strike. Chloe notices that Daniel is looking at the ball oddly and guesses that he's controlling it telekinetically. Daniel asks Lana for her phone number, but she shoots him down by flashing her engagement ring.

Dr. Robert Bethany arrives at the bowling alley guiding a blind young man, Tobias Rice. He persuades Tobias to take his glasses off and Tobias points directly at Daniel, saying he's "one". Daniel leaves Lana and Chloe and is behind the lanes drinking. Just then, a black SUV pulls up and forces Daniel into it. Chloe arrives to see him abducted. The agents chase her down, but she gets away.

Chloe brings Clark to the bowling alley the next morning and tells him what she saw. She also asks if he plans to attend Lex and Lana's wedding, as a sign that he's moved on, but Clark avoids the question by asking about Daniel's whereabouts. Just then, Daniel appears, completely fine. Chloe is shocked and tells him he was abducted. He claims he got really drunk and can't remember anything the night before, but he woke up in his own bed.

Dr. Bethany goes to the Luthor Mansion to talk to Lex. He says Tobias is getting impatient waiting for a cornea transplant and knows Lex is delaying the surgery because it would take away Tobias' ability. He's sure Tobias will tell someone what he and Lex are up to, but Lex says their work is important to prevent meteor freaks from killing others. Dr. Bethany doesn't believe him.

Chloe reveals to Clark that another metahuman also was missing for one night with no recollection of where he was. They think Lex's Level 33.1 project is involved. Chloe shows him one of her and Lana's photographs with Tobias in the background pointing at Daniel. They went to high school with Tobias and know that he was blinded in the second meteor shower, so they go to his house to question him. Tobias lives alone after the shower killed his parents, but he is self-sufficient and tells them that he is in line for a cornea transplant. He almost drops a glass, but when Clark super-speeds to catch it, he is startled and his glasses fall off. He gasps, clutches his head and asks them to leave. Clark and Chloe are suspicious, so Clark uses his super hearing to listen in on Tobias calling to Dr. Bethany, reporting that he "found another one."

Chloe finds Lana waiting for her when she arrives home. When Chloe avoids her questions, Lana correctly guesses that Chloe isn't talking because she thinks Lex is involved. Chloe admits as much, saying Daniel Kim has a meteor power. Lana considers that he might use his powers for good and Chloe tells her about Tobias' ability to identify them.

Clark goes to ask Dr. Bethany about Tobias, but he refuses. When he turns away, Clark distracts him by blowing on some papers with his super breath and steals Dr. Bethany's laptop. He takes it to Chloe but she isn't home. Jimmy Olsen is there and is worried and panicking because Chloe hasn't answered her phone. He asks Jimmy to break into the laptop and super-speeds to question Tobias again. Clark thinks Chloe was taken because she was a witness, but he is shocked when Tobias reveals that Dr. Bethany is only collecting meteor-infected people. Chloe is seen strapped to a table, naked, while masked figures scan her body and take samples.

Chloe is still missing the next morning. Jimmy was unable to break into the laptop and is more upset and worried than ever until Chloe walks up, completely fine. Clark tells her she was abducted but she has no memory of the event. Chloe doesn't understand why they took her, but Clark and Jimmy are just glad she's okay. They give her Dr. Bethany's laptop to work on the encryption.

Lana asks Lex if he knows Tobias, but Lex claims he's never heard of him. Later, Dr. Bethany admits that the laptop was stolen. Lex is unconcerned because they agreed that Lex would not be mentioned, but Dr. Bethany says there is probably some mention of LuthorCorp on the laptop. Angry now, Lex demands to see Tobias. Lana goes to visit Tobias and tells him that he is being exploited. She offers to give him a cornea transplant if he stops identifying meteor freaks. She thinks Tobias has targeted Clark. However, Tobias says that Clark is the most normal guy he's ever met and Lana is confused.

While working on Dr. Bethany's computer, Chloe notices that Clark is staring at her strangely. She realizes she was abducted because she was identified as a meteor freak, but Clark tries to calm her down by saying they don't know that for sure. They get into the computer and find a GPS overlay map of Smallville with kryptonite-infected people being tracked with green dots, but some of the dots are red. Jimmy arrives and reports that Daniel Kim was killed in a car "accident" just as his identifying dot goes from green to red on the map. They watch other dots go red and realize the people are being killed one by one. Chloe sees a green dot in the Talon and ushers Jimmy out the door.

As soon as he leaves, she orders Clark to X-ray her. He sees something under her collarbone and wants to take her to the hospital, but Chloe starts to panic, saying she wants it out as soon as possible before they kill her, too. She tells Clark to use his heat vision to burn it out of her and when he objects, she grabs a kitchen knife to do it herself. Clark relents; she braces herself against him as he burns a small hole in her shoulder and picks the object out—a GPS device. He crushes it and a second later, her green dot turns red on the map. When Jimmy returns and sees Clark applying a bandage to Chloe's wound, they claim Clark got the device out with a pocketknife just as they notice the only green dot left on the map is Tobias. Clark speeds away to save him.

Tobias is preparing to leave with Lana when Dr. Bethany arrives, claiming that it is finally time for Tobias' surgery. Tobias seems prepared to leave with Dr. Bethany but turns off the lights in the house and retrieves one of his father's guns. Dr. Bethany announces his intention to kill Tobias and Lana with a stun gun to cover up his research. Tobias tries to scare him away with the gun, but they struggle. Lana retrieves Tobias' gun. She shoots at Dr. Bethany at the same time he blasts Tobias with the stun gun, but Clark super-speeds into the confrontation. He deflects Lana's bullet and absorbs the blast, which rebounds onto Dr. Bethany and kills him. Lana and Tobias are confused, but glad to be safe. However, Lana finds the ricocheted bullet.

As the police investigate the scene, Clark collects Tobias, who regrets helping Dr. Bethany. Clark tells him that a friend of his will arrange for his operation. Tobias says Lana wanted to do the same thing because she thought Tobias would expose Clark, even though he's normal. Tobias is taken away in a limo when Lana approaches Clark and shows him the bullet. He denies being meteor-infected, but appreciates her concern. Lana assures him that even if he were, it wouldn't matter to her. Lana arrives home and directly asks Lex if he had anything to do with Dr. Bethany. He swears on their unborn child that he isn't involved.

Clark finds Chloe at her desk at the *Planet* and she admits that she can't sleep or work because she is worried about being meteor-infected. They don't know if she has powers, but Chloe is upset because every infected person she knows has ended up dead or in Belle Reve. She starts to cry and Clark tries to comfort her. Later, Lex views a video of Chloe being experimented on and advises an associate to keep a close watch on her.

### Promise

The night before Lex and Lana's wedding day, everyone is making preparations. Lex and Lana are viewing an ultrasound of their baby together, Chloe is handling invitations and floral arrangements, and Clark is getting his suit ready.

**Clark's Perspective**

Clark is rooting through his things, looking for cuff links, when he comes across a framed photograph of him and Lana dancing at their high school prom. Disgusted, he throws the photograph out of the window and it sails miles away.

Clark is having a dream in which Lex and Lana are saying their vows at the altar when he suddenly comes up behind Lex and stabs him. Dream-Lana is horrified, claiming she loved Lex, then takes the knife from Clark and stabs herself. Clark wakes up that

morning with a start. That afternoon, he is ostensibly doing his chores, but really taking out his frustrations on bales of hay when he receives a call from Chloe. She explains that she is locked in the wine cellar cooler of the Luthor Mansion and Clark super speeds to let her out. He pulls the door off its hinges then uses his heat vision to weld it back into place. He turns to go abruptly and Chloe asks him why he hasn't done anything about the pending nuptials, but Clark insists there's nothing he can do. Chloe counters that Clark will save Lana from physical danger, but the one time she really needs saving, Clark is too afraid of her rejection to tell her the truth and save her from a loveless marriage. Clark gets upset and speeds away as Chloe looks concerned.

Back at home, Clark is contemplating the inscription from his mother to his father on the back of his watch. When Martha arrives home, he asks her how she knew Jonathan was the one for her. She just says nothing is that simple - she and Jonathan came from different backgrounds and almost didn't get married, but she risked everything and received everything she loves. Clark goes back to the Luthor mansion and finds Lana writing a letter. He tells her that he owes her the truth but Lana says he doesn't have to explain. She surprises him by admitting that she can't keep turning her back on the truth and has decided not to marry Lex. She says she will meet him at his barn at 5:00 PM, promising to be there. She hears a door open, kisses him goodbye, and ushers him out.

Later on, Clark is at the barn preparing to propose to Lana. He is shown practicing to Shelby. However, he doesn't end up asking Lana to marry him.

**Lex's Perspective**

Lex is having a dream in which he is in a large auditorium viewing an ultrasound. The fetus' image then turns and its eyes glow demonically. He awakens with a start and notices Lana's side of the bed is empty. He finds her standing by the fireplace and jokes that they should just elope. She tells him that she is going to meet Chloe to get ready and exits. Lionel finds Lex at LuthorCorp Plaza alone. Lex confesses that he is nervous because he loves Lana so much; he wonders what will happen if she realizes who he really is. He admits that he is afraid Lana won't show. Lionel asks him what he'd be willing to do to make sure the wedding happens and he answers that he'd do anything.

Lionel leaves as Lex receives a phone call. Lionel listens at the door when Lex tells the caller that he will meet him later. Seventeen minutes before the ceremony, Lex meets Dr. Langston in the crypt of the church in which the wedding will take place. Langston tells him that unless Lex gives him $2 million, he will tell Lana the truth about her pregnancy. He turns to leave when Lex punches him. Lex loses control and beats him up until he falls against a crypt, receiving a fatal blow to the head. Lex stashes the body in the crypt and hurriedly tries to wash the blood off of his hands and put his tuxedo on. Chloe knocks and tells him that the ceremony should have started ten minutes ago, but Lana is nowhere to be found.

**Lana's Perspective**

It is the morning of the wedding again and Lana is dreaming about when Clark saved her from a tornado their freshman year. She awakens and hurries to the library where she finds a scrapbook containing a news article about her surviving the storm. Lex awakens shortly afterward and they have the conversation about eloping. Lana is in her bedroom when her Aunt Nell arrives. She notices Lana's melancholy behavior and asks her what's wrong. Lana vaguely asks her what she should do about her doubts, saying she needs to know the truth. Nell advises her to protect herself by doing what she has to do to resolve any doubts before she marries Lex. That afternoon, Chloe is trying to plan all the last-minute details, but Lana isn't even listening. She realizes that Lana hasn't slept at all, but just offers to help. Lana asks her to go to the wine cellar to get Lex's present, but secretly follows her and locks her in the cooler. It is revealed that Lana hears Chloe and Clark's entire conversation; she witnesses his super strength, speed, and heat vision and also hears them talk about Clark's invulnerability and how he still loves her, as he rescues Chloe from the wine cellar.

Two hours later, Lana is writing Lex a letter when Clark arrives at the mansion. She tells him she will meet him at 5, but when he leaves, she is approached by Lionel. Lionel reads her letter and realizes that she doesn't intend to marry Lex. He correctly guesses that she knows Clark's secret. He reveals that he knows it too, but he also knows Clark's weakness. He tells her that if she doesn't marry Lex, he will kill Clark.

**The Ceremony**

The ceremony begins with Lana missing. Chloe leads Lex to the altar and he stands alone apprehensively waiting for her to show. At the same time, Clark is in his loft practicing proposing to Lana and nervously checking his watch. However, Lana is not at the barn - she shows up at the church and the ceremony proceeds. Clark realizes she isn't showing up at the barn and super-speeds to the church. He stands in the background, heartbroken, as he watches as she and Lex exchange vows.

After the ceremony, Lex is ecstatic and doesn't seem to notice how upset Lana is. He leaves her alone and she starts to cry. Clark arrives and asks her why she didn't show up. She tells him that she's had a change of heart. She unconvincingly says she wants to be with Lex, but Clark is sure she doesn't mean it. She tries to leave, but Clark is desperate at this point. Near tears, he tells her that they were meant to be together. He starts to tell her his secret, but Lana stops him. She again insists she loves Lex and leaves him alone in the room.

Lionel meets Lex after the ceremony because he knows that Lex killed Dr. Langston. Lex offers him control of LuthorCorp or even Level 33.1 but Lionel just says he'll know when it's time to collect. Their confrontation is interrupted by Lana. Lex and Lana exit the church amongst the guests and well-wishers and climb into a limousine. As they drive away, Lana looks in the rear window to see a dejected Clark standing away from the crowd.

### Combat

In a hangar, an underground fight is held. The announcer, Richter Maddox, lines up the fights while in a locker room, a man approaches a woman dressing for the match: Athena. They talk about the "big guy" until Athena tells him to leave. An alarm goes off and they grab guns and go out to see the "big guy," Titan, going berserk. They run away as Titan fights with... Clark Kent.

**46 Hours Earlier**

Clark is talking to Oliver Queen on the phone when Martha comes in to mention that Clark has secretly been capturing criminals in Metropolis. Clark is upset in the aftermath of Lex and Lana's wedding and releasing his frustrations on any krypto-mutants who get in his way, despite Martha's warnings. Through Oliver, Clark gets word of an underground fight circuit being broadcast over the Internet, and he and Chloe watch on the computer as the main fighter, Titan, battles a man who can project energy from his hand; Titan is unfazed by the blast and kills the man with a spike that extends from his hand. Chloe can't track the signal or get past the security. They do freeze the frame on Titan and see he has a Kryptonian prison tattoo.

At the manor, Lana and Lex share a non-alcoholic drink and Lex comments on how Lana has been pulling away from him. Lex assures her he'll give her time and figures things will be different once the baby is born.

A short-tempered Clark arrives at Chloe's apartment and she's discovered the previous password has been changed. Chloe has identified one of the fighters, a krypto-mutant who was killed and returned to where he was kept at Belle Reve. Lois comes in and is desperate for a story for the *Inquisitor*, and Clark and Chloe quickly hush up their investigation. However, after they leave Lois spots the screen capture of the fight and recognizes the setting as an Air Force hangar.

Lois goes to the hangar and claims to be a dancer from a nearby strip club and needs some help. She gets by Athena and takes some photos for her story, but Athena comes back and sees her taking photos and tries to capture her at gunpoint. Lois attacks her and takes her down, but Maddox pulls a gun on her and she is captured.

Chloe has identified Maddox as the director of Belle Reve and Clark decides to talk his way into the ring to find Titan. Meanwhile, at the manor, Lex discovers that his facility in Corto Maltese is compromised... by Green Arrow. He goes to talk to Lana, who is lying on the floor in pain. Lex has her taken to the medical center and Lex is forced to tell her that she's lost the baby due to complications. Lana starts to cry devastated.

Clark breaks into Belle Reve and confronts Maddox as he leaves for the night. Clark demands a fight and demonstrates his powers to Maddox to convince him. Maddox agrees to let him fight and takes him to the hangar, where Clark's first opponent is Lois. They're forced to fake a fight and Clark uses his heat vision to destroy the equipment. Titan spots him and comes out to fight, killing Maddox when he gets in the way. Clark tells Lois to run right before Titan punches him with all his strength and Lois tries to run interference, without much luck and in the midst of this, Lois gets unconscious after been thrown by Titan.

Clark comes back for more and the hangar is torn apart in the ensuing battle. Titan knocks Clark down and prepares to stab him with his hand-spike, but Clark regroups and inadvertently knocks him back onto his own spike. Titan congratulates him on a good fight... and then dies. Clark gets Lois out.

Lex's man reports that they found the fight club, but Titan was killed and they don't know who did it. Further, the autopsy reveals that Titan wasn't human.

At the Kent Farm, Clark is going over photos and realizes there are probably more Phantom Zone prisoners. Since he doesn't know how to return them, the only way he can deal with them is to kill them. He confesses to Martha that he isn't sure if Titan's death was an accident and she tries to comfort him and reassure him his feelings mean he's human. Finally, he admits his anger is over Lana and he thinks someone forced her to marry Lex, but Martha says at some point he has to let go.

Lana hasn't left the nursery since they got back from the hospital, visibly depressed and upset. She tells Lex she's discovered that Dr. Langston was killed in a "car accident" the day of their wedding. Lex tries to reassure her without much luck and she wants to see Langston's files. Lex asks what he can do, but Lana has nothing to say. Later, Lex gets Lana's files from his family physician and burns them.

### Progeny

On March 29, 1995, an eight-year-old Chloe Sullivan arrives home to show her mother Moira her latest article. However, she is dismayed to find her mother in tears. Moira tells her she loves her, before men in suits arrive to take Moira away. Twelve years later in the present, Lex is driving home when a truck forces him off the road. The driver smashes his window, knocks him out with a flashlight, and steals a flash drive. It is revealed to be Chloe.

Chloe wakes up the next morning puzzled to see muddy boots on the floor. Clark is meeting her for coffee that morning, but notices that she has overslept and is acting a little dazed. Chloe admits that she has secretly been freaking out since learning she is a meteor-infected. Clark assures her that she doesn't have to go through it alone and offers to drive her to work.

Meanwhile, Lex tells Lana about his accident. Lana hasn't been sleeping since losing the baby and confesses to Lex that she hasn't told anyone about the miscarriage. Lana starts to wonder if there is something wrong with her and demands a complete checkup to find out exactly what went wrong, so Lex makes the appointment.

On the way to the *Daily Planet*, Clark and Chloe see Lex's car at the accident site. Chloe wants to investigate and convinces Clark to turn around. Clark uses his super hearing to hear Lex's security explaining that whoever ran him off the road stole a flash drive. Clark spots a button under the car and retrieves it. When he shows it to Chloe, she says it is hers.

Clark is skeptical of Chloe's involvement. They go back to the Talon where Chloe finds the flash drive in her boot. She plugs it in and finds information about someone who can control other meteor freaks and is shocked to discover the file is on her mother. Clark takes Chloe to the facility in which her mother was receiving care, but the receptionist informs her that she was told to never come back after causing a scene earlier that week. Chloe can't remember this event and Clark says she hasn't visited in months. The receptionist informs them that Moira Sullivan was transferred. Chloe is upset that no one notified her, but Clark calms her down. He notices a security camera and tells Chloe to wait as he ducks into the security office.

Moira is being held captive in a laboratory by Lex. He informs Moira that he ordered the administration of the drug that brought her out of her catatonic state. Moira insists that she has only ever been able to control Chloe, but Lex believes she can use her power to control other people as well. Lex forces Moira to demonstrate her power by locking her in a room with another infected patient, Lowell, who has super-strength. On Lex's orders, Lowell advances onto Moira and throws a desk at her. To protect herself, she controls him and tells him to stop; instantly he stops his attack and sits down.

Clark and Chloe watch the security tape at the *Planet*, which shows Chloe punching out a doctor and yelling to see her mother. She still cannot remember the event.

With his suspicions confirmed, Lex demands that Moira use her mind control to bring back a violent psychopath who escaped Belle Reve the previous night. However, Moira instructs the man to kill Lex instead. The escapee goes to the mansion and attacks Lana and just as he is about to kill her, Clark and Chloe show up. Lana is unconscious so Chloe tells him to take her to the hospital. Chloe holds the escapee at gunpoint, demanding to know the location of the facility.

Clark visits Lana in the hospital and she tells him that she lost the baby just after the wedding. Clark expresses his condolences and Lana admits that she thought having a baby would mean a fresh start, but now that she isn't, this isn't the life she wanted. Lana is subdued and resigned; she tells Clark to stop worrying about her and that she'll be fine.

Lex is angry that Moira caused Lana to be attacked. Moira tells him to stay away from Chloe, but Lex replies that it's too late for that, so Moira telepathically tells Chloe to leave town immediately. Chloe goes to the Kent farm to get Clark before she infiltrates the facility, but at Clark's house, she begins to succumb to Moira's influence. She tries to fight it and Clark tries to stop her, but eventually she is fully-controlled. She puts a piece of meteor rock in Clark's jacket pocket to subdue him so she can escape, leaving Clark incapacitated on the floor. Lex had his people set up a road block and they kidnap Chloe and deliver her to her mother. She wakes up and is overjoyed that her mother is fully conscious. Moira explains to Chloe that she had to leave to protect Chloe from her. Chloe devises a way for them to escape the facility. She tricks two guards into opening the door and grabs Lowell's hat. Moira uses it to tell Lowell to set her and Chloe free. He gets shot on the way out and Moira gets caught and again tells Chloe to get out no matter what it takes. Chloe finds a gun and is met at the end of a hallway by Lex. He tells her not to do something she will regret as Chloe advances onto him.

Martha arrives home to find Clark unconscious on the floor. She puts the meteor rock back into the lead box and Clark wakes up, extremely disoriented. However, he recovers and speeds into Chloe and Lex's confrontation. When Chloe fires a gun at Lex, he hesitates several seconds. Finally, at super speed, he pushes Lex out of the way and collects Chloe.

Clark and Chloe take Moira to Queen Tower, the loft apartment of Oliver Queen. Chloe arrives with food and asks him if he talked to Oliver because he was setting up a place for Moira to stay in Star City. Clark has to tell Chloe that while she was gone, her mother's condition deteriorated. Moira's speech is forced and halted as she tells Chloe that she is slipping back because the drug only lasts 24 hours. Moira refuses to let Chloe use the drug again. Chloe is heartbroken when Moira slips back into a catatonic state.

Chloe is working late at the *Planet* when Lex shows up. Chloe informs him that she is tired of his games. Lex tells her that he has a multitude of evidence that she assaulted him and stole his flash drive, but Chloe is undeterred and states that she'd go to jail if it meant taking him down. Lex then threatens her with worse than prison unless she makes her article about LuthorCorp disappear.

Back at the hospital, the doctor explains to Lana that they found synthetic hormones in her bloodstream. He accuses her of faking a pregnancy and forcing a billionaire to marriage. Lana is upset and confused, insisting she saw the sonograms. Realizing by Lana's genuinely shocked reaction that she really wasn't the one who fake the pregnancy, the doctor answers back with a more sympathetic tone that whatever she saw, sure wasn't her baby.

Chloe goes back to Clark's and inquires about Lana. Clark doesn't tell her that Lana miscarried; he just says she's okay. Chloe is upset because her mother will never know how she turned out, but Clark tells her that he told Moira all about her while she was gone. Chloe tells Clark about Lex's confrontation and how he threatened her. Clark is angry at this and says that the war is just beginning. Chloe reminds him that they can't do anything until they know Lana is safe.

### Nemesis

Lionel Luthor and Lex are meeting in a series of underground tunnels. Lionel asks what Lex is doing, but Lex dodges his questions. They encounter someone welding, and when Lex asks who it is, the person takes off her mask. She says she only wants Lex and sets off a small explosion that blocks the tunnel, throwing Lionel several feet and covering him with debris. She knocks Lex out and drags him away deeper into the tunnel.

Martha and Clark arrive at the Smallville Medical Center where Lionel is being treated. He is badly injured, but he tells Clark that the tunnels are too complicated and full of debris for a rescue team to find Lex. He pleads with Clark to go find him and Clark looks conflicted.

Lex regains consciousness and the woman introduces herself as Jodi, the wife of Wes Keenan. They were both Green Berets, but she was discharged for behavior problems. She received word that her husband died in a helicopter crash, but she refuses to believe it. She produces a document case file of her husband with the LuthorCorp logo on it and demands to know what LuthorCorp is doing to her husband. She tells Lex that unless he lets her talk to Wes, she will blow the entire cave system up in 20 minutes. She starts a timer and demands that Lex call Wes. Lex finally admits that Wes is dead; he had multiple injuries from which LuthorCorp tried to save him, but he died. She is unnerved and Lex manages to get her gun away from her. It goes off and she is injured. He tells her they can still get out of there alive, but she states that the bomb is preprogrammed. Just before she succumbs to her injury, she sets off another smaller explosion.

Clark meets Chloe at the explosion site where she reports that Lionel was right about rescue efforts expected to take hours. She also states that she doesn't really care if Lex is rescued after what he did to her mother. Clark agrees, but they both know that Clark doesn't get to choose who he rescues. Clark goes to see if he can find an entrance into the caves. Just as he enters, Jodi's second explosion rocks the caves and meteor rocks fly through the walls. Clark is blown back from the blast and is knocked out.

Lana meets Martha at the hospital and pleads with the doctor to let her speak to Lionel. He relents and Lana enters. She seems concerned for Lionel until she presses into his injured hand. She demands to know why Lionel forced her into marrying Lex when he knew that Lex was orchestrating a fake pregnancy. Lionel doesn't respond until she knots his IV to make him talk. She tells him that if she killed him right now, she would be free and asks him to give her one reason not to. Lionel only says he's protecting Clark, and then he is taken into surgery. The police found a locked briefcase in Lex's car. Lana collects it and takes it back to the Luthor Mansion and shoots the locks off. She finds schematics, documents, and a disc labeled "ARES", which is a tourist video of Patagonia, Argentina. She watches in horror as a strange creature flies into the scene and kills the TV host and the camera man.

Clark recovers enough to find Lex. He says Lionel sent him to find him and they prepare to try to find a way out when Lex notices Clark's hand is covered in blood. Clark then realizes that he has a large piece of shrapnel in the back of his upper arm. Although they are both angry at each other, Lex bandages it up and admits that he is surprised that Clark is injured; he knows that when he stabbed him with a chisel, it bent. He says Clark has been hiding secrets from him since they met. Clark doesn't deny it, but he asks Lex if he's using these caves to exploit people with abilities. They argue about the breakdown of their friendship as Lex digs a hole in the wall, but meteor rocks line the narrow opening. Clark hesitates, but then attempts to crawl through. Lex winds up having to pull him through.

Chloe is on the surface of the explosion site leaving Clark a voicemail. She notices one of the rescue workers has green meteor rock dust all over his vest and goes to the mansion to find Lana. She tells her that Clark went into the tunnels and she hasn't heard from him. In a tense conversation, Lana deduces that Clark will be fine because "he's Clark Kent." She doesn't reveal what she knows about Clark, but Chloe tells her that he's not invincible and confirms what Lionel told her: Clark has a weakness. Lana admits that she has full schematics of the passageways and Chloe is shocked to realize that Lana has had access all morning and she was simply going to let Lex die.

Clark and Lex stumble through, but the tunnels all lead to dead ends. Clark finally sits down, too weak to continue. He remarks that they don't have time to backtrack because probably, no one knows about the tunnels. Lex knows he is referring to Lana and tells him that Lana is the first person he actually does trust. Clark admits that Lana told him on her wedding day that she was going to leave Lex and wants to know how Lex forced her to marry him. Lex says honestly that he had no idea if Lana would show up and says Clark can believe whatever he wants. Clark wonders if they were ever really friends. Just then the ceiling collapses, covering Clark in debris. He asks Lex to help him out and Lex looks conflicted. Lex turns and runs and Clark calls out after him. Clark summons all his strength to try and extricate himself, but is surprised to see Lex has returned with a large pipe to help him out. The tunnels are set to explode in less than 15 seconds as Lex helps Clark to a hatch exposed by the cave-ins. They frantically climb their way up; when Lex loses his footing, Clark pulls him to safety. Just as the tunnels explode, Clark and Lex make it to the surface. As Clark lies in the sun, his powers are restored.

Chloe and Lana make it to the site just as Lex and Clark emerge. Lana sees Clark's bandaged arm and touches it. They share a silent, tender moment before Lana realizes that Lex is watching them and leaves to embrace him.

Lana returns to see Lionel in the hospital. She demands that Lionel explain how threatening to kill Clark is protecting him. Lionel says that Lana's love for Clark is the only thing he could use to keep her near Lex so Clark would be out of harm's way. She wants to know what Lex is doing that is harming Clark and wonders what Martha would think about Lionel's threat, but he doesn't answer.

Chloe and Clark are still at the scene and Clark reports that all the tunnels lead to Reeves Dam. They wonder what Lex was willing to die to protect. Clark asks Chloe how she knew to come out there and she tells him that Lana knew where the tunnels were. Clark takes this to mean that Lana really is in love with Lex, but Chloe tells Clark that Lana only revealed the location when she told her that he was in danger, too.

Lex is back at home and Lana gives him the briefcase. Lex asks her if she did indeed meet Clark on their wedding day, but Lana claims that she only wanted to talk to someone to express her doubts. Convincingly, she says she knew there was something wrong with the baby, but because she thought Lex had their whole lives planned as parents, she didn't want to lie to him and pretend that everything was fine. She pointedly says that if someone lied to her like that, they would lose her love forever. Lex's face is unreadable at Lana's double-meanings.

Martha meets Clark in his loft, where he is studying the tunnel schematics, which look as if Lex was simply building a water-purification system. Martha asks him what happened and Clark admits that when Lex saved him, he recognized him for the friend he was. Martha says that after all that has happened, Clark has to let go of what their relationship used to be. Clark asks her why she stands by Lionel, but Martha says she doesn't trust Lex because she doesn't think people can change who they are. Clark wonders if what Lex has become is because Clark gave up on him.

Lex visits a facility where it is revealed that Wes Keenan is indeed alive and being held as a test subject. Wes is referred to as "the prototype."

### Noir

Jimmy has set up a film projector in the empty basement of the *Daily Planet* for a private screening of *The Big Sleep* with Chloe. Chloe is more amused that Jimmy knows every word, but their romantic moment ends abruptly when they hear a gunshot. In the elevator lobby, they see a figure running up the stairs. Jimmy takes a photograph with his cell phone. Chloe is shocked speechless to see a woman's foot caught in the elevator door. The door opens to reveal Lana Lang, dressed in an evening gown, unconscious and bleeding from a gunshot wound to her shoulder.

The scene is soon filled with police and EMTs. Lionel is there and whispers to Lana that he's sorry he got her caught in all this and that he'll find whoever did this. Lex arrives shortly afterward and demands to know what Lana was doing with Lionel. Lois is also at the scene, trying to get the scoop for the *Metropolis Inquisitor*, but the detectives won't let her near. Standing next to the roped-off elevator, she notices the contents of Lana's purse scattered on the floor, including a silver cigarette case. She dumps her own purse onto the floor and while apologizing profusely, scoops her belongings up, snagging the case as well. Clark arrives and feels guilty that he wasn't watching over Lana, but Chloe remarks that Lana must have had a specific purpose for being at the *Planet* in the middle of the night. She asks Jimmy to download the photograph of the attacker.

With the movie playing in the background, Jimmy proceeds to download the photo. Suddenly, a figure emerges from the shadows. He strikes Jimmy over the head and he is knocked unconscious...

Jimmy wakes up in a black-and-white world of Metropolis on May 3, 1940. He is the *Daily Planet'*s star reporter and Chloe Sullivan is his assistant. He then meets another reporter, bespectacled Clark Kent, who is clumsy and bumbling. Jimmy is confused in this alternate reality, but he is soon immersed into it when he takes a call from a woman who wants to report a murder—her own.

Jimmy meets the caller, Lana Luthor, married to Lex, the most powerful man in Metropolis. She believes her husband is trying to have her killed. Lana is compelling and persuasive. She pleads with Jimmy for his help, so he agrees to follow Lex. She gives him a silver cigarette case with gardenias engraved on it. Inside is a large amount of cash and a matchbook from the Talon, a lounge.

Jimmy goes to the Talon, but he can't get past the bouncer until Clark Kent appears. He is suddenly suave and put-together and ushers Jimmy into the club. He doesn't give details on his sudden personality change, only asking Jimmy what story he's chasing. Jimmy plays dumb, but Clark knows that he must have a big scoop. However, the owner of the lounge, Lionel Luthor, approaches and asks Clark why Jimmy is with him. Clark just says that Jimmy is down on love.

The three men stop their conversation when the star of the lounge takes the stage. As she sings, Lionel and Lex talk about what Jimmy and Clark are up to. Clark catches Jimmy eyeing Lex and realizes that Jimmy is after him. He claims that he'll help him, but Jimmy is skeptical. When Clark leaves, Lionel tells Jimmy that every night, Lex makes a big exit but he isn't really in his car. Jimmy watches Lex leave and when Lex secretly ducks into a car, Jimmy follows him into an alley. He sees Lex approach the lounge singer and listens as she complains that they'll never be able to be together. Lex remarks that they can continue their affair when his wife is "out of the way." Jimmy snaps a photograph of them kissing and speeds away. Lex chases him down, but he gets away.

Jimmy takes the photograph of Lex with the singer to Lana Luthor and confirms that Lex is planning to get rid of her. Lana feels trapped because Lex will either kill her or chase her. Jimmy offers to take care of Lex and she gives him a pistol, to "protect himself." Jimmy meets Lex, who nonchalantly says that he'll have Jimmy killed. Jimmy shows him the photograph and says that he has proof that he was trying to kill his wife, but Lex counters that he is simply going to divorce her. He warns that Lana is deceitful and reaches into his jacket. Jimmy impulsively reacts and shoots Lex. With his last breath, Lex mutters, "gardenia."

Lex's death by an unknown suspect is the main headline and Chloe knows right away that it is Jimmy. She finds him at The Talon drowning his sorrows. He confirms that he did shoot Lex, but Chloe thinks he was set up. She reveals that Clark Kent has also been calling Lana Luthor. Lionel overhears their conversation and calls Lana to warn that they are onto her. Lana remarks that it doesn't matter anymore because Lex is dead. It is revealed that she is indeed having an affair with Clark Kent. She puts a gun in her purse and exits. Jimmy confronts Clark at the *Planet* but is shocked to discover that it is Lana. She admits that she orchestrated the whole set-up, then shoots Jimmy. Suddenly, another gunshot rings out and Lana is shot from the back. Clark appears and as Lana dies, she says she did it all for him. Jimmy recovers enough to realize that the cigarette case deflected the bullet and he is unharmed. He looks on in shock at Clark, who then reveals himself to be an undercover detective. Detective Kent states that he was sent to watch Lex, but accidentally fell in love with his wife. The dream ends as Detective Kent hauls Jimmy to the authorities.

Jimmy awakens in the present to a concerned Chloe. She says the photograph of the attacker has been deleted, but Jimmy, remembering the dream, theorizes that Lana had ulterior motives for being at the *Planet*. He notices the cigarette case is missing from the scene. They use the elevator memory to find out what floor she visited—the floor for political correspondence. They break into Brennan's office, the only reporter that was still on the floor at the time of the shooting. Brennan appears shortly afterward and they question him. They know that Brennan was the one who struck Jimmy. Brennan admits that Lana contacted him, but before their meeting, he heard a gunshot and ran away. He knew police wouldn't believe his story, so he erased the photo. He is then shot dead through the office door. Jimmy runs after the gunman while Chloe calls Clark. They fight in the lobby, but the gunman gets the upper hand and knocks Chloe off the balcony. She falls down the middle of the spiral staircase but Clark catches her just before she hits the floor. He sneaks away just as Jimmy arrives. Jimmy has knocked the gunman out and Chloe hugs him.

Lois arrives home to find Lionel waiting for her. He demands that she give the cigarette case back. Inside is a flash drive, but Lois says it is empty. However, Lionel opens it and views a video file in which Lex is conversing with Senator Burke about Project Ares. Lois realizes that even Lionel did not know that the senator was involved. Lionel simply remarks that whoever shot Lana wouldn't hesitate to kill her too.

Chloe goes to visit Lana at the hospital and informs her that Brennan was killed. Lana claims she doesn't remember anything but Chloe presses until she reveals that Lionel is forcing her to spy on Lex. She intended to give the evidence to the papers to incriminate both Luthors and says it was her only way to get out from under them. Chloe is still confused that Lionel is using Lana against Lex until Lana admits that she married Lex and is spying on him to protect Clark. Chloe reminds Lana that Clark can take care of himself, Lana interjets and reminds her of his weakness and is afraid that if she stops helping Lionel that Clark's weakness will be used against him. Lana still doesn't understand fully Clark's secret or what his weakness is, she is merely afraid for his safety.

Clark is frustrated that all leads to Lana's attacker have met dead ends since the attacker was killed while in police custody. He is highly agitated when he realizes that Chloe is purposely not investigating and correctly guesses that she knows something she's not telling. He gets upset and storms away determined to find Lana's attacker with or without her help. Chloe stops him and points out that he's kept his secret from Lana for years in an attempt to "protect her", Clark asks is she is doing this to protect him? Clark states that Lex wouldn't put Lana in a compromising situation and decides that there is only one other person who would be able to control her: Lionel.

Lex is leaving the hospital when his bodyguard informs him that the gun that shot Lana belonged to Lex. He speculates that she was carrying it for protection, but Lex doesn't know from whom?

Chloe meets Jimmy outside the Talon. He announces that he has been promoted and is leaving Kansas on assignment, but wants to take a photograph with "his girl" before he goes, and they part on an optimistic note.

### Prototype

Lex and his assistant Bartlett are summoned to his laboratory located underneath Reeves Dam, where the doctor in charge reports that sections of the laboratory are becoming compromised systematically. The dozens of guards are being completely defeated as an unknown threat grows closer. As Bartlett and the doctor panic, the door bursts open. Lex fires, but the bullets are absorbed by a forcefield. A man emerges from the forcefield and levels a gun at Lex's face. It is Wes Keenan, but instead of shooting, he stops and waits for further instruction. Lex times his arrival and is pleased with his response time. He gleefully declares the test run a success and orders the doctor to set up new guards so he can do it again.

Back at the Luthor Mansion, Lex finds Lana arranging flowers. He hovers over her since she was recently shot. Senator Burke arrives and Lana remarks that he has been seeing a lot of the Senator as she leaves. Burke asks for an update on Project Ares and Lex reports that everything is on schedule. Burke reveals that in fact, everything is ahead of schedule; he knows that Lex has already started mass-production. He got the military to cooperate with the Project, but now intends to shut it down because the Senate will find out the Project's true mission. Lex points out all the money he's paid Burke for his cooperation. Burke threatens to scrutinize all of LuthorCorp's business deals for the last twenty years if Lex exposes his role in the Project. It is revealed that Lana listened in on the entire conversation.

Lionel is viewing the Patagonia tourist video of the escaped Phantom Zone wraith and jotting down Kryptonian symbols. Clark storms into his office and Lionel puts everything away. Clark begins to question him about his role in Lana's marrying Lex, telling him that Lana intended to leave Lex. He thinks Lionel threatened Lana, but Lionel just said Lana changed her mind. Clark is still suspicious.

Lois is trying to console Chloe at the Talon, who is depressed over Jimmy's departure. Clark arrives and Lois exits, saying she has to chase a lead on a dirty senator. Clark asks Chloe what's up, but Chloe says Lois hasn't told her much about the story. Clark tells Chloe that he went to see Lionel, but he didn't say anything, just like Chloe. He tells Chloe that Lex is capable of anything and urges her to tell him why Lana went through with it, even reminding Chloe what Lex did to her and her mother. This upsets Chloe even more; she says that Lana must have a damn good reason for staying in the marriage.

Lois is in an alleyway, bribing a waiter at Burke's favorite restaurant. With his tip, she is able to accost Burke just as his limo pulls up. She starts to question him about his Cayman accounts but he blows her off. He tells his guards to get her out of here but an unseen assailant suddenly appears and kills Burke and his men. He advances on Lois, but she recognizes him and calls out his name. He hesitates, then disappears by turning invisible and super-speeding away.

Chloe and Lois meet Clark at the *Daily Planet*. The papers reported that Burke was killed by the Mob, but Lois tells Clark that she saw the culprit—they grew up together as Army brats. She insists that Wes was a model soldier. Chloe reports that Wes Keenan was killed in action, but Lois stands by her story. The rest of Wes' records have been classified.

Wes is back at the laboratory being monitored by the doctor when Bartlett announces there was a witness. Lex instructs the men to take care of it and they prepare Wes for programming.

Clark and Martha tell Lois that it will be safer for her to stay at the farm and Lois asks Martha to use her government connections to get the rest of Wes' records. Martha promises to do what she can. When she leaves the barn, Clark warns Lois not to get in over her head. Lois says that she and Wes were close and she has to find out what happened to him. They hear a strange noise and Wes appears out of thin air. He throws Clark across the room and prepares to stab Lois. Clark recovers just in time to see Wes grab Lois and disappear. He goes to get Chloe and tells her that when Wes hit him, it felt like his battle against Titan. Chloe says she hasn't gotten his file yet, but she discovered that Wes' wife was Jodi, the woman who tried to kill Lex in the tunnels. They realize that Wes is connected to Lex's Level 33.1 experiments somehow. Clark asks Chloe to contact Oliver Queen and his team for information while he goes to talk to Lex. Chloe doubts that he will tell him anything so Clark decides to talk to Lana instead.

Lana is getting ready for bed when she finds the bedroom filled with candles. Lex admits he was trying to set the mood and is disappointed when Lana pulls away. Their moment is interrupted by Bartlett, who reports that "the asset failed to return." Lex leaves in a hurry and Lana hears Clark whisper her name.

Clark appears behind her and says he needs information because Lois is in trouble. Lana tells him about Project Ares and suggests he talk to Senator Burke, but Clark informs her that Burke is dead. Lana also says that Lex just learned about an "asset" failing to return and Clark is sure it is Wes. He warns Lana about Lex, but Lana just says people keep secrets to protect their loved ones. Clark speeds away just as Lex returns to say he has to go into the office.

Lex storms into the laboratory and berates the doctor for losing the subject. The doctor says Wes is impossible to track, but activates LuthorCorp satellites in an attempt to track Wes down and re-initiate his commands.

Lois wakes up in a warehouse with Wes standing over her. He is reciting programming jargon like a robot and Lois attempts to get through to him by recounting a story in which they got drunk in a warehouse as children. She realizes they are in the same warehouse and pleads with Wes to remember her. Wes comes to his senses and explains to Lois that he was stationed in Afghanistan, but he was badly injured. Lex offered him the opportunity to help soldiers protect themselves and he agreed to be part of the project. Lois assures him that they will expose the Project, but Wes begins to fall back under Lex's command. He urges Lois to run.

Clark and Chloe meet up at the farm. He tells her that Lex is building super-soldiers, and she reveals that Oliver's team encountered an earlier model that had an extremely powerful forcefield. Martha has been able to procure Wes' file. Chloe speculates that since Wes' programming is failing, that he'd go back to a familiar place. They realize that Wes and Lois grew up at nearby Ford Addleson and Clark speeds away.

Lois is trying to find a way out of the warehouse, but Wes has now fully succumbed to the mind control. He chokes her unconscious, but Clark catches her and moves her out of harm's way. Wes throws Clark across the warehouse and prepares to attack him. Suddenly, he appears to Clark´s eyes although he is still out of his reach. It seals his fate because Clark has enough time to use his heat vision at maximum to blast away the forcefield and knock Wes out. Lois awakens and runs to Wes' side. She assures him that he will be fine, but he tells her that he would rather die than be controlled by Lex. Lois begins to cry as he dies. Unseen, Clark watches the two with sadness and regret.

Clark is disappointed that nothing can be done about the exploitation that Wes suffered and asks Martha if there is anything she can do. Martha says she has little influence, but just then, Lionel arrives to announce that he suggested Martha as a replacement for Burke in the U.S. Senate until the next election. Clark agrees and says that Jonathan would have wanted her to and she has the potential to really make a change.

Lex is on the phone, demanding that Wes' body be transported back to the lab. Lana asks him why he didn't come home and Lex casually says that there were complications with Project Ares. Lana feigns ignorance and Lex is annoyed. He reveals that he knows Lana listened to his and Burke's conversation. Lana just says she was curious and Lex tells her that all she had to do was ask.

Clark tells Chloe about Martha's future plans and they wonder if Lionel has ulterior motives, but both agree that Lex is a bigger problem. Chloe is optimistic that Lois will tell the Feds everything and Lex will be punished, but Lois arrives to tell them that Wes' body disappeared. She vows that Lex will pay for what he did and storms away.

Lex orders a complete study on Wes' corpse, but the doctor reveals that they do not have any more alien DNA from Titan to continue the project. Lex is undeterred and reveals that he already is working on securing a replacement source and that he has hundreds of subjects ready to be turned into super-soldiers.

### Phantom

In a remote cabin in Baie-Saint-Paul, Quebec, Canada, a woman is caring for a sick loved one. She is visited by a stranger, Martian Manhunter and leads him to her ailing father. He has tracked down the final phantom, Bizarro, which is inhabiting the old man. A priest is attempting to exorcise the creature and when Martian Manhunter takes over, he is severely wounded and punched through the roof by Bizarro. Unable to defeat the phantom, he flies away in a streak of red light. Just then, Bizarro tries to leave as Lex's 33.1 soldiers burst into the cabin from all sides. When Lex orders them to stun it, Bizarro's phantom leaves the human he is possessing through the chest and vanishes.

Martha is preparing to move away from Smallville to Washington, D.C., to take Ed Burke's Senatorial seat. Martha tells Clark that he doesn't have to stay on the farm if he doesn't want to. Clark protests, saying the farm is the only home he's ever known and he wants to be the one to take care of it. Clark hugs her goodbye and promises to visit her.

Lex is on the phone demanding the eyes of every man, woman, and child be inspected. He claims that that blood is the only way he can restart his army. Lionel arrives and Lex wonders out loud if Lana stole the DVD from his library. Lex maintains that Lana loves him and would never betray him nor cheat on him unless she was being coerced. Lionel goes on to say that the only reason Lana agreed to marry Lex was because Lionel gave her a "gentle, but very firm nudge". Lex tells Lionel that he wants him out of his life.

Chloe finds Lois in the Talon after pulling an all-nighter of an investigation. Lois is trying to figure out the meaning of the eight-digit number that Wes Keenan was repeating when he died. Chloe warns her that in her experience, she will probably not win going against the Luthors, and more likely get hurt in the process. Lois pretends to agree. She says she will stop investigating and rips the paper with numbers in half. Proud of her cousin, Chloe exits and Lois looks at the numbers again after realizing that they are latitude and longitude coordinates.

Meanwhile, Clark finds Lana waiting in the loft for him. She tells him she's leaving Lex. Clark is shocked and admits that he's not sorry. Lana announces that she is also leaving Smallville and wanted to say goodbye and tell Clark that she will always love him. Clark says that he can protect her from anything and Lana simply says that he can't protect her this time. She turns to go, but is stopped when Clark super speeds in front of her. He says she can't leave unless she knows the truth. Lana tells that she already knows about his powers. He tells her that he isn't from this planet. After a few moments of silence, he begs her to say something. Still silent, Lana walks up to him, kisses him and whispers that, to her, he's still the same Clark Kent. Clark is happy, stating that since she knows the truth about him, Lana has no more reason to leave, but Lana is still insistent on going. She says she knows he has a weakness and when Clark asks how she knows, she doesn't respond. Clark asks if Lionel told her. She admits that Lionel threatened to kill Clark if she didn't marry Lex. Clark hugs her.

At the mansion, Lana confronts Lex. She harshly accuses him of orchestrating a fake pregnancy to make her believe that she was pregnant and force her to marry him. Lex claims she doesn't know what she's talking about. He says that she can't deny what they had together. Lana objects, saying that their whole relationship was built on lies. She says she wants to leave him and Lex turns away, asking her if Clark is the reason. Lana protests, saying that Clark has nothing to do with it, then adds that Clark means more to her than Lex ever will. Enraged, Lex hits Lana across the face. Lana snarls that it will be the last time Lex will touch her and tries to storm out, but Lex grabs her wrist. She asks Lex if he's going to kill her, since that's the only way Lex will keep her in their marriage, and she leaves.

Clark confronts Lionel at LuthorCorp Plaza and accuses him of forcing Lana to marry Lex and revealing his weakness. He is enraged and slams Lionel up against a wall. However, his assault is interrupted by Martian Manhunter, who appears and explains to Clark that Lionel is working with him. Lionel knew that Lex was hunting the last Phantom wraith and was helping Martian Manhunter find him. Clark realizes that Martian Manhunter is hurt and he admits that the last wraith is a Kryptonian laboratory experiment that inhabits human bodies. However, they die in 24 hours, so the wraith is searching for a Kryptonian host. He urges Clark to find the last Zoner.

Clark and Chloe are at the *Daily Planet* investigating where the Zoner could be held. They learn that an eight-year-old boy with mysterious symptoms was collected in an unmarked helicopter and guess that he was taken by LuthorCorp. Clark goes to check it out but before he leaves, he tells Chloe that he told Lana his secret and her response was positive. Chloe says that Clark must be ecstatic, but Clark says he won't be completely happy until he catches the last Zoner.

Lana is on the phone with Lionel, telling him that she is leaving Smallville and never coming back. Lionel asks her to wait before doing anything, but Lana replies that it's too late because Lex hit her. Lana runs towards her car as Lionel's vehicle pulls up. Lana then enters her car as a postal truck drives by obscuring Lana's car from view. After the truck passes, the car explodes, knocking Lionel to the ground.

Clark finds Lionel at the mansion and tells him what he knows about the unmarked helicopter. He then realizes that Lionel knows something and Lionel informs him that Lana's car exploded. Visibly shaken, Clark is quiet for several minutes, then decides that Lex had Lana killed to prevent her from leaving. Lionel urges him to stay, but Clark speeds away to Reeves Dam in a rage.

Lois follows the coordinates to Reeves Dam and sneaks into the facility. Inside, she encounters a LuthorCorp security guard. After a struggle ensues, Lois kills the guard, but not before he stabs her in the abdomen. Before she passes out, she is able to call Chloe. Chloe arrives at the dam to discover the deceased LuthorCorp guard, the knife and pools of blood. Following the blood, she finds Lois unconscious and bleeding profusely. She tearfully begs Lois to wake up, but Lois does not respond. Chloe begins to cry and a shining tear falls on Lois' forehead. After a burst of light, Lois wakes up to find Chloe leaning against a wall, now unresponsive.

Lex, Bartlett, and the project doctor are in the laboratory of the dam observing the captured phantom in the boy's form. They take a blood sample to confirm that the phantom is inhabiting the boy, but shortly after the sample is taken, the boy breaks out of the detainment room and kills Bartlett. Lex pushes the doctor into the path of the wraith and leaves him behind to be killed so he can buy more time to escape. When Lex is nearing the exit, he is blindsided by Clark. Clark, furious over Lana's death, grabs Lex and demands to know why Lex did it. Lex claims he doesn't know what Clark is talking about. Clark tells him what happened to Lana insinuating that it was orchestrated by Lex. When the boy appears at the end of the hall, Lex says it will kill them both. Clark lets him go and Lex runs away. Lex tries to escape but his car is stopped on the dam by several police cruisers. They order him out of the vehicle and arrest him for the murder of Lana Luthor.

Inside the dam, the wraith leaves a boy's body. Clark uses the Crystal of El on it, but it doesn't work. The wraith charges, shattering the crystal, and hits Clark head-on. Clark is knocked through several walls and is stunned. When he recovers, he finds an exact replica of himself, Bizarro. Clark and Bizarro have an intense brawl that shakes the structure. The damage to the dam destroys a large water pipe and starts to flood the facility. Lionel arrives just in time to use green kryptonite on Bizarro. Bizarro seems to absorb the radiation of the Green K, turning it into a clear crystal (similar to Lana's neutralized necklace). But this process only seems to make him stronger. He throws Lionel against a grate, knocking him unconscious, pinned under rubble in a rapidly flooding dam. Clark and Bizarro super-speed towards each other. The whole dam rumbles as Clark is thrown out of the side and Bizarro flies after him. In flight, Bizarro's face transforms into a chalk-white, steel-like visage.