Lionel follows Lex down into a series of abandoned tunnels that Lex is planning to use for his latest Level 33.1 experiment, Project Ares. An explosion set off by a scorned woman named Jodi Keenan traps Lex in the tunnels and injures Lionel. While Lionel is taken to the hospital, the search and rescue team is called in to try and figure a way into the abandoned tunnels, which Jodi has rigged with C4. Knowing that he can’t be an executioner, Clark goes into the tunnels to rescue his former friend.
In the tunnels, Lex is confronted by the scorned woman who trapped him there. Jodi offers Lex his life if he tells her the truth about her husband, special forces officer Wes Keenan. Wes was apparently killed in Afghanistan, but Jodi has learned that isn’t true. He is being held without consent at a LuthorCorp lab for experimental purposes. Lex tells Jodi that LuthorCorp stepped in and tried to save Wes when he was on his death bed but ultimately couldn’t. Jodi decides to pay back Lex for his failed attempt to save Wes by setting off timed explosives that will destroy the tunnels and him in twenty minutes. In the process of setting them to go off, Jodi causes a minor explosion that traps Lex further in the tunnels, but also kills her in the process.
Once Clark reaches Lex, the two work together to try and get out of the C4 lined tunnels. During their time together, Clark asks Lex if the two were ever truly friends. Lex tells Clark that he has nothing to compare it to, meaning that he did consider Clark a friend. After falling debris that has kryptonite in it falls on Clark, Lex chooses to continue his way out of the tunnel, leaving Clark to fend for himself. Much to Clark’s surprise, Lex returns a few moments later and helps him out.
Lana pays Lionel a visit at the hospital. She reminds him that with Lex unable to be there, she is his sole dependant and can prevent him from having a surgery that will save his life. If he wants to keep his life, Lana demands that Lionel tells her why he forced her into a marriage with Lex. Lionel claims he did it to protect Clark. Before Lana can question him more, Lionel’s doctor has him taken to surgery. Later, Lana snatches Lex’s briefcase away from two policemen outside the caved in entrance to the tunnels. Curious as to what is in it, she takes it back to the mansion and looks through it, finding a disc on this Project Ares. The files on the disc include video footage of a Phantom Zone prisoner attacking a person, and a map of the tunnels her husband and Clark are trapped in that show a way out unknown to anyone but Lex. Though Lana would let Lex die for all he’s done to hurt her, after learning from Chloe that Clark is also trapped in the tunnels, Lana decides to inform the search and rescue team about the hidden exit.
In the end, Clark and Lex make it out of the tunnels just a second before the C4 destroys the entire place. Things that were said between the two make Clark question if Lex truly forced Lana into their marriage, and make Clark wonder if he has played a part in turning Lex into his nemesis by giving up on him. Martha reveals to Clark that despite the growing relationship between Lionel and her, she still doesn’t entirely trust him or his motives. At an undisclosed location, Lex watches as his scientists prepare to experiment on a very much alive, though sedated Wes Keenan.
Starring: Tom Welling (Clark Kent), Kristin Kreuk (Lana Luthor), Michael Rosenbaum (Lex Luthor), Erica Durance (Lois Lane), Allison Mack (Chloe Sullivan), John Glover (Lionel Luthor), Annette O'Toole (Martha Kent)
Guest Starring: Emily Holmes (Jodi Keenan), Tahmoh Penikett (Wes Keenan), Richard Keats (Doctor), Ben Ayres (Bartlett), Dean Redman (), Michelle Brezinski (Woman in Video), J. Douglas Stewart (), Noah Beggs (), Jason McKinnon ()
Written by Caroline Dries
Directed by Mairzee Almas