Lana overhears Lex’s private conversation with Senator Burke concerning Project Ares and the prototype Lex is building. Though Burke has been backing Lex’s experiment, which has seen him create a nearly invincible soldier containing the DNA of several meteor freaks and the peptides of the Phantom Zone prisoner Titan, for some time now, he has decided to pull out. After Burke tells Lex that he's going to shut Project Ares down, Lex has the head doctor on the Project Ares team program the prototype to go after and kill Burke. Having looked into the corrupt senator, Lois tries to score an interview with him as part of an article she is writing to expose his underhanded ways. After Burke arrives at a classy restaurant to have dinner, Lois witnesses Lex’s prototype kill him and his armed escorts. Lois identifies this prototype as Wes Keenan, an old army brat friend from the time she spent with her father at a military base outside Metropolis. Before Lois can question Wes about his murderous actions, he teleports away. Meanwhile, Clark pays Lionel a visit in Metropolis, warning him if he finds out Lionel had anything to do with Lana marrying Lex that he will answer to him.
After Lex finds out that there was a witness to Wes’ murderous spree, he has Wes programmed to take care of the witness. Meanwhile, Clark and Martha offer Lois shelter at the farm after she tells them about what she witnessed. As a favor to Lois, Martha promises her that she will get her Wes Keenan’s military jacket for her, so Lois can find out what has happened to her old friend. Moments later, Wes teleports into the Kent barn and knocks Clark away from him with ease, and teleports out with Lois as a prisoner. Clark and Chloe suspect that Wes is connected to LuthorCorp and Lex’s Level 33.1 experiments. Clark decides to go to Lex’s mansion and ask Lana if she knows anything about Wes. Lana tells Clark what she heard when she listened into Lex’s conversation with the now deceased Senator Burke.
Putting all the pieces together, Clark and Chloe are able to track Wes down. He has taken Lois to the same base they spent time together on as kids. At this base which is now abandoned, Lois is able to trigger Wes’ memory of the time they spent together there, and learns that Wes was a willing participant in Project Ares because he thought he was doing it for the greater good. Now he knows better, but only for a short while. The head doctor on the Project Ares team is able to get a fix on his location and trigger him to kill the witness. Lois tries to escape but is knocked out by Wes. Just as Wes is about to finish her off, Clark arrives on the scene, using his heat vision to fry him. As Wes breathes his final words to a revived Lois, he asks her to make sure Lex can’t create any more super soldiers. Lois promises Wes she will do just that. She plans to share what she knows with several FBI agents as Wes’ body is delivered to a morgue. After Wes’ body is recovered by Lex’s team, Lois has no proof that Wes wasn’t previous killed in Afghanistan as officially reported. The FBI agents dismiss her as a sensationalist reporter who works for The Inquisitor. Intent on keeping her word to Wes, Lois decides she will take down Lex on her own.
In the end, Lionel encourages Martha to take Senator Burke’s state senate seat. Though she hesitates accepting the position, given the fact she will be away from home most of the year, Clark encourages her to accept the position. Lex tells Lana that he knows she overheard his conversation with Senator Burke, and makes it very clear that she shouldn’t ever do that sort of thing again if she values her life. The head doctor on Lex’s Project Ares team informs Lex that Titan’s peptide sequences, which were the key component in creating the super soldier, are nearly gone. Lex assures him that he is already working on getting a replacement.
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: Tahmoh Penikett (Wes Keenan), Gerard Plunkett (Dr. Donovan Jamison), Alan C. Peterson (Senator Ed Burke), Ben Ayres (Bartlett), Gino Cocomello (Waiter)
Written by Steven S. DeKnight
Directed by Mat Beck