Chloe confronts former meteor freak Sasha Woodman outside The Talon. Sasha reveals that Doctor Curtis Knox has cured her, though as a result she has lost all her memories from the time she was meteor-infected. Later that night, Knox abducts Sasha in an adjacent parking lot. The next day Knox meets with Lex Luthor. Lex hired Knox to cure the meteor infected people that were abducted into his Level 33.1 facility. While Lex was under the impression the cured would be able to start new lives, he suspects foul play after learning that three of Knox’s patients have gone missing after their treatments. Knox reminds Lex that his true motives weren’t to help the infected, but to wipe their memories of Level 33.1 so they couldn’t incriminate him.
After finding out that Kara is at the Kent farm, John Jones warns her to stay away from Clark. Kara tells Clark that John did horrific things to her family and that he can’t be trusted. After Kara leaves, John shares his concerns about Kara and her motives with Clark, even revealing that Kara’s father tried to assassinate Clark’s father. John fears that Kara is trying to win over Clark’s trust so she can get close enough to kill him. After Clark informs John about the crystal that Kara lost when her ship exploded, John tells Clark that for his own good he needs to find the crystal before she does. Later that day, Chloe blows off both her date with Jimmy and Clark’s request for help in finding the crystal so she can keep her appointment with Knox, desperate to be rid of her meteor power. Clark returns to the farm and talks to Lana about Chloe. After Knox’s name is brought up, Lana remembers reading that he is a neurosurgeon who has been using brain surgery to remove people’s meteor powers. When Clark asks Lana why she has been researching the meteor-infected, she reveals that she has been trying to find ways to help the victims of Lex’s Level 33.1 experiments. Though Lana believes Chloe is researching Knox to get a front page story to impress her boss, Clark suspects that she is trying to get rid of her meteor powers.
Having overheard Clark’s conversation with John, Kara is intent on getting her crystal back before Clark can find it. Kara suckers Jimmy into helping her claiming she is a UFO fan like him. She wants to get her hands on the video of her spaceship that Lois taped at the grain silo. Though the Planet's techie claims couldn't get anything but static from it, Kara suspects that Jimmy might have a way of rendering something watchable from the video. Before she leaves Jimmy to his work, she gives him a kiss on the cheek that makes him blush. Later that evening, Lex tracks Knox to the Smallville Fertilizer Company, where the doctor is preparing to dispose of Sasha’s body. Lex threatens to shoot Knox if he doesn’t back down. He doesn’t and Lex shoots him several times. The bullets have no effect. Knox knocks Lex out cold, but as he is about to finish him off Clark appears and sends Knox crashing into a power generator, thinking the explosion that the impact triggered has killed him.
Jimmy manages to render some of the video Lois took. The video shows a sign for Flintlock Technology on it. Jimmy recognizes the name as the supplier to a top secret government organization. He thinks a story about a top secret government organization researching spaceships in Kansas might help bring Chloe out of her rut, but Kara sweet talks him into keeping quiet about it. As Kara touches Jimmy’s hands in a suggestive manner to thank him, Chloe walks in on the two. Jimmy tells Chloe that it isn’t what she thinks. Chloe says she has to go and leaves. At the Smallville Medical Center, Lex wakes up to find Clark at his bedside. Lex suspects that Clark found out about Knox from Lana. Lex suspects that she has been using some of the ten million dollars she extorted from him to snoop into his affairs. After Clark tells Lex that it made him sick that he had to take Knox’s life to save his, Lex tells Clark that the bullets he fired at Knox didn’t even wound him, so Knox would have also survived whatever he did to him. Before Clark leaves, Lex also tells him that Knox is killing his patients, raising Clark’s concerns about Chloe’s safety.
Clark races to The Daily Planet to ask Jimmy if he’s seen Chloe, who he cannot find. Jimmy doesn’t know where Chloe is but has found a cryptic letter she left for him. Clark suspects that Chloe is at Knox’s office getting her so-called treatment. Meanwhile, Knox abducts Chloe at his office and brings her to his home, the Victorian Arms, and straps her down on his operating table. Chloe notices the unconscious body of a woman named Sophia lying down next to her. Knox reveals that Sophia is his lover. He has been harvesting organs from some of his meteor-infected patients so that Sophie can have everlasting life. Chloe’s heart will complete his procedure.
Both intent on stopping Knox, Clark and Lex go to his office to try and find him. Lex has done some research on Knox and has discovered that the doctor has lived for centuries under many different names, including Jack the Ripper. He remembers reading that Knox was the baron that owned an estate called The Victorian Arms some years back. Clark suspects that Knox is still living there. He arrives at the estate just in time to stop Knox from completing his procedure, but Knox isn’t so easily defeated. The doctor fights back, intent on completing the procedure so he doesn’t lose the only chance he has to make the woman he loves immortal. While fighting Knox, Clark realizes the two aren’t so different. Just like Clark fears losing Lana when she grows old and dies, Knox has done all this out of his fear of losing another woman he loves. Their scuffle comes to an abrupt end when Knox crashes into the machine he has been using for the procedure, destroying it and any chance he had at making Sophia immortal. Sophie wakes up from her unconscious state, only to die as a grief-stricken Knox begs her to forgive him.
In the end, John secures Knox in a place where he can’t hurt anyone. Clark asks Lana why she extorted money from Lex. Lana tells Clark that Lex is trying to come between them and lied to him about the money, which she claims is part of their divorce settlement. She promises Clark that she would never hide anything from him. Later that night, Lana goes to a place in Metropolis where she has set up a video surveillance of Lex’s mansion with the money she extorted from him. Chloe tells Jimmy that she doesn’t think things will ever be normal between the two of them. Jimmy asks Chloe what is going on but she doesn’t want to tell him about her meteor powers. As a result, their romantic relationship might be over for good this time. Kara leaves the Kent farm, upset that Clark won't listen to her and not trust John.
Starring: Tom Welling (Clark Kent), Michael Rosenbaum (Lex Luthor), Kristin Kreuk (Lana Lang), Allison Mack (Chloe Sullivan), Erica Durance (Lois Lane), Aaron Ashmore (Jimmy Olsen), Laura Vandervoort (Kara), John Glover (Lionel Luthor)
Guest Starring: Dean Cain (Dr. Curtis Knox), Phil Morris (John Jones), Jovanna Huguet (Sasha Woodman), Natalia Minuta (Sophia), Jason Poulsen (Co-Worker)
Written by Al Septien & Turi Meyer
Directed by Rick Rosenthal