When Clark (Tom Welling) discovers Lionel (John Glover) threatened to kill him unless Lana (Kristin Kreuk) married Lex (Michael Rosenbaum), he goes after Lionel to silence him once and for all.

Lana tells Lex she is leaving him, and Martian Manhunter (guest star Phil Morris) makes a return appearance to help Clark stop Lex, who is trying to find the last wraith from the Phantom Zone in order to use its DNA to power his army of super soldiers.

Meanwhile, Lois (Erica Durance) goes to Reeves Dam in search of information about Lex’s secret lab and is brutally stabbed by a security guard. Chloe’s (Allison Mack) secret power is revealed.

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Lex (Michael Rosenbaum) has been secretly trying to turn Wes Keenan (guest star Tahmoh Penikett), a military man who supposedly died fighting in Afghanistan, into a “super soldier” by injecting him with DNA pulled from the various meteor freaks he has captured.

After a crooked senator (guest star Alan C. Peterson) threatens to expose his secret labs, Lex dispatches Wes to kill the senator, but Lois (Erica Durance) witnesses the attack and inadvertently becomes the super soldier’s next target. Meanwhile, Clark (Tom Welling) tries to convince Lana (Kristin Kreuk) to leave Lex.

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After Jodi (guest star Emily Holmes), the wife of a Special Forces soldier, sets off a pipe bomb in one of Lex’s (Michael Rosenbaum) secret labs, Lionel (John Glover) is severely injured and Lex is taken hostage by the enraged spouse.

Claiming Lex kidnapped her missing husband, Jodi threatens to blow up the entire lab with Lex inside unless he tells her where her husband is. Clark sets off to rescue Lex, but is immediately felled by the kryptonite lining the earthen walls.

Lex and Clark realize the only way they will make it out alive is by helping each other.

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After Lex (Michael Rosenbaum) discovers Chloe’s (Allison Mack) mother Moira (Lynda Carter) has the power to control meteor freaks, he develops a drug to wake her from her catatonic state in the asylum, then threatens to kill Chloe unless she uses her power to help him.

Clark (Tom Welling) helps Chloe break into the asylum to rescue Moira and finally get to know her mother.

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Clark (Tom Welling) and Chloe (Allison Mack) discover Titan (guest star Kane), a Zoner, is the star of a secret fight club whose bloody battles to the death are broadcast on the internet.

Lois (Erica Durance) smells a story and decides to investigate on her own but is captured and forced to participate in the fights with Athena (guest star Ashley) as her first opponent.

Clark reveals his powers so he can fight Titan but is stunned when he is thrown in the ring with Lois instead.

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On the day of Lex (Michael Rosenbaum) and Lana’s (Kristin Kreuk) wedding, Lex receives a call from Dr. Langston (guest star Fred Henderson) who threatens to tell Lana the truth about her baby.

Lana begins to have second thoughts about marrying Lex and Clark comes to his own realization that he can’t let Lana marry Lex and decides to tell her about his secret. However, no one is prepared for what happens when Lionel Luthor (John Glover) steps in.

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Clark and Chloe discover that Tobias , a young man who was blinded in the meteor shower and now has the ability to identify “meteor freaks,” is being used by Lex to locate people with abilities in order to experiment on them.

Lana finds out about Tobias’ gift, and fearing he will name Clark as one infected, offers him a cornea transplant in exchange for his silence. However, she is not prepared for Tobias’ shocking news.

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After Lois (Erica Durance) tries on lipstick made with red kryptonite, she becomes overwhelmed with desire for Clark (Tom Welling) and makes her move. The two share a kiss, transferring the red kryptonite to Clark and his inhibitions immediately shut down causing “bad-Clark” to emerge.

Fueled by the red rock, Clark decides to break up Lex (Michael Rosenbaum) and Lana’s (Kristin Kreuk) wedding dinner and kidnap the bride-to-be.

Allison Mack, John Glover and Annette O’Toole also star. Brian Peterson & Kelly Souders wrote the episode directed by Glen Winter.

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After receiving a photo of herself dressing in her room, Lana (Kristin Kreuk) realizes she has a stalker and decides to hide out at a surprising location.

Meanwhile, Jimmy (Aaron Ashmore) breaks up with Chloe (Allison Mack) because he believes she isn’t truly over Clark (Tom Welling), forcing Chloe to take a deep look at her feelings for her best friend.

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Clark (Tom Welling) is attacked and wakes up in a mental asylum where the attending physician, Dr. Hudson (guest star Matthew Walker), tells him he has been there for five years due to his elaborate fantasy that he has alien superpowers. In this new world, Martha (Annette O’Toole) is married to Lionel Luthor (John Glover), Chloe (Allison Mack) is deemed insane and Lana (Kristin Kreuk) chose Clark over Lex (Michael Rosenbaum).

Lana begs Clark to agree to Dr. Hudson’s treatments so they can be together, but when a fellow patient named John, A.K.A Martian Manhunter (guest star Phil Morris), tells him the good doctor is actually a phantom and he needs to kill him in order to return to reality, Clark must make the toughest decision of his life.

Al Septien & Turi Meyer wrote the episode directed by Whitney Ransick.

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