- Clark and Chloe search for Lana, who has it in her head that things will be better between her and Clark if they were on "a more-even keel," and goes off on her own in search of a suit developed by Luthor, Corp. that will make her invincible.—Moviedude1
- Searching for Lana with Chloe's help, Clark finds out about his re-found lover's secret past with and after Lex. Lana has saved Chloe thanks to a LexCorp-developed power suit Tess failed to keep guard. Lex is rightly suspected to be alive and out for revenge, which takes the form of a dilemma for Clark and Lana, cruelly designed to split them up forever.—KGF Vissers
- When Lana goes missing from her apartment at The Talon, Clark follows leads from Tess, Chloe, and a LutherCorp military advisor on Lana's past few months which in flashbacks reveal the real reasons for her leaving Smallville, as well as her dark and twisted plans for revenge and power involving a secret LutherCorp generic experimentation. Meanwhile, Tess begins to suspect that her right-hand man, Regan, is putting her off in his loyalties to the missing Lex Luthor, and his own plans for acquiring power.—Anonymous
- In a laboratory, Dr. Groll is preparing a procedure during an experiment and his assistant warns him that they aren't yet ready for human testing, but Dr. Groll insists that they are. He begins the procedure and the device bursts into flames and the subject is passed through the flames. Emerging from the flames, Lana screams. Chloe enters the Kent Farm house to find Clark watching Lana's "goodbye" DVD. He tells her that he needs to remind himself of why they broke up and why Lana left, and mentions that he and Lana kissed the night before. Chloe asks why Clark acts as if it is a bad thing and he says that he has moved on so much towards his destiny since they broke up. Chloe suggests that he should talk it over with Lana, and tells him that she will be at her apartment. Clark speeds off.
Clark arrives at the Talon to find the apartment ransacked and then Tess emerges from the bedroom holding a gun. Tess puts the gun down when she sees it is Clark, and says she came to warn Lana, who was investigating some LuthorCorp technology. Tess tells Clark that Lana showed her who Lex really is. She then tells Clark the real reason why Lana left Smallville.
Lana is speaking to the video camera with Lex's men holding a gun to her before they take her away, with Tess in charge. They put Lana in a van to transfer her to a 'safe' location, but she fakes illness, disarms the man covering her, and then picks up the gun and shoots him in the shoulder, before ordering the driver out. She drives off to a gas station where she goes into the bathroom and uses a razor to cut her long hair into a short style.
Hearing this, Clark yells at Tess and pushes her against a wall. Tess apologizes, saying Lex told her it was for Lana's own good. Clark then interrogates Tess on the names of the Luthorcorp guards who kidnapped Lana, and Tess says that they're dead and Lex is now using new employees.
Clark spots a phoenix medallion in a drawer and Tess identifies it as belonging to her strategic advisor, Carter Bowfry. Clark goes to the Mansion and confronts Carter, who shows Clark that he has his own medallion on him and explains that he gave it to Lana the previous spring.
Lana offers Carter money to train her and eventually convinces him to help. He puts her through a very severe training regimen designed to improve resistance to pain and torture. He gets her to admit that she's still holding onto Clark, and tells her to overcome her previous life and become a new person. After her training is complete, she says she needs power, which she had before but wasn't ready for it emotionally. Carter warns against it and then gives her a phoenix medallion to remember the lessons she learned.
Carter tells Clark that Lana returned to Metropolis and he tracked her down, considering Lana his chance at redemption. She continued to investigate LuthorCorp against Carter's advice, so he took a job with Tess to provide Lana with information. Carter mentions that Lana contacted Chloe while she was in Metropolis.
In his laboratory, Groll is grafting a layer of nanites onto Lana.
In Metropolis, Tess meets with Lex's trusted employee Regan Matthews and confronts him over the fact that he broke into Lana's apartment. Regan insists he's trying to save Lex unlike Tess. She offers him a job and when he refuses, informs him he doesn't have a choice and demands the Prometheus technology, or she'll take it by force.
Once the regeneration process is complete, Groll removes Lana from the machine and puts her into quarantine.
Clark finds Chloe in Smallville and asks why she didn't tell him about meeting Lana. Chloe says Lana asked her not to tell Clark, and she wouldn't betray her trust, just as she did for him. Clark insists that Lana doesn't have the abilities he does and she needs help.
Chloe finds Lana in the Isis Foundation office and they embrace. When Chloe asks, Lana says she is only there for a short stay and won't see Clark but has been pleased by what she has read about his activities in Metropolis. She tells Chloe she wants to track down information on Lex's Project Ares, but Chloe advises against it. Lana insists that she's going to do it, and she'll tell Clark when the time is right. She makes Chloe promise not to say anything to Clark.
Chloe explains to Clark that the program was mothballed a year ago, and then wonders why Lana didn't contact Clark if she was forced to make the DVD. Clark figures that it was because Lana was so busy planning her revenge on Lex.
Tess returns to her office at the Daily Planet and finds her security guard dead in her chair. Regan is behind her and reveals that he killed the man after forcing him to give up the location of Lex's lab. Tess says she has security cameras that will have recorded her guard's death, and Regan boasts that he viewed some of the recordings Lex made of her. Regan prepares to shoot her but Tess disarms him, fells him and then kicks him to death as his blood splatters on her face.
Chloe and Clark return to the Isis Foundation and she tells him there is another classified Luthercorp project called Prometheus which she has not been able to hack into. Clark uses his x-ray vision to discover that Lana has a safe hidden behind a radiator. He pulls open the safe door and finds a hard drive. Chloe hooks it up and brings up files of Lana talking to Dr. Groll.
Lana contacts Groll and compliments him on creating Prometheus and wants him to provide her with the skin graft, capable of providing super powers. She warns that Lex is too dangerous to have it and she is a better choice. Lana convinces Groll to use his legacy to improve mankind and offers him space to set up his laboratory. She tells him to tell his co-workers that Lana is Lex's guinea pig.
Chloe and Clark conclude that Lana wants to use the Prometheus technology on herself.
In Groll's laboratory, Lana stabilizes as they attach the suit. Tess then arrives and demands to know where the Prometheus technology is. Groll warns that opening the chamber could kill Lana, and claims it was Lex's orders to put Lana into it. Tess says Prometheus must be destroyed. Groll again warns that destroying it will kill Lana. Nevertheless, Tess pulls out a gun and prepares to shoot, and Groll lunges for the gun. A shot goes into a control panel, and Tess downs Groll and then shoots at Groll. But before it hits him, Clark enters at super speed just in time to see Lana use super speed to burst out of the containment chamber, catch the bullet, knock out Tess, and smile at Clark before speeding away.
Later, at the Mansion, Tess alerts her people to find Lana before she finds Tess, but then enters the study to find Lana there, burning all the research files on Prometheus. Tess tries to run but Lana cuts her off and says she's there as a friend. She warns that Tess's anger against Lex will doom her and leave Lex still in control of her. Lana tells Tess not to be a victim any more, then leaves.
At the Daily Planet, Clark is searching police reports for information on Lana when she contacts him via his super-hearing and asks him to meet her on the roof. He tells her that he's concerned that the power she now has will overwhelm her but she insists that she can handle it now. Lana says he doesn't have to worry about her any more because she can protect herself. And it means she will no longer be a distraction for him, and together they can make the world a better place. Clark agrees that's what he wants but worries that normally dreams don't come true. Lana assures him there's never been anything normal about them. They kiss passionately.
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