A freak accident involving lightning and kryptonite gives Lana the same powers as Clark. Though the two happily use this opportunity to engage in sexual intercourse, Clark knows that Lana possessing these powers can be extremely fatal for her. Meanwhile, Lex meets with Doctor Jansen, the head of a project Lex has named Project Scion. Jansen shows Lex the last remnants of Milton Fine’s spaceship, which have evolved from a metallic dust that Lex found after Dark Thursday to a liquid form. According to Jansen’s research, this liquid is a sentient being that has mobility when not exposed to kryptonite. Jansen suspects that this alloy is trying to find a way out of the airtight container it is currently being held in. Later that night, Lana breaks into Lex’s mansion and uses heat vision to break into his safe and steal the research that Jansen provided him on a portable harddrive.
Hoping that Lionel might have the technology to remove Lana’s powers from her, Clark asks him for his help. Lionel doesn’t think Lana will take kindly to losing her new powers. To prove his point, he tells Clark about how Lana held him captive for several weeks, and asks him to consider that there might be a side of Lana that he doesn’t know about. Though Clark isn’t sure if to believe Lionel, he has been slowly becoming concerned about Lana’s distant behavior since she returned from Shanghai. After returning to the farm, Clark learns from Lex that Lana was seen leaving his mansion after his safe was broken into. Though Clark tries to be understanding of Lana’s actions against Lex, after Lex tells him about Lana’s suspicious Isis Foundation, Lex calls Clark out on the fact that Clark is starting to question Lana’s recent behavior. Meanwhile, Lana brings the harddrive she stole from Lex to Grant at the Daily Planet, claiming she has proof that Lex’s claim to have changed for the better is all a lie. After he refuses to except it, suspecting it is stolen, Lana uses force to try and get her way. Lois tries to stop Lana from choking Grant out. Lana responds knocking Lois through a glass window. Feeling she has no other option now, Lana decides she will take care of Lex herself.
After Clark learns that Lana nearly killed Lois, Chloe and him try and find any information they can on Project Scion in hope of finding Lana. Their search leads them to the Isis Foundation and the surveillance room that Lana has been using to spy on Lex. Putting some of the archived audio to use, the two find out that Lana has taken Lex hostage and forced him to divulge the location of his Project Scion laboratory. At the laboratory, Lex tries to convince Lana that his continued research on extra terrestrials is being done to protect humanity from a coming alien invasion. Lana disagrees convinced that it’s all about his obsession with power. Lex tries to talk Lana out of killing him by pointing out the fact that Clark will never feel the same about her if she commits murder. He also states that Lana and him are more alike than she thinks, noting that Lana and him are survivors who will do anything they have to do to survive, unlike Clark. Just as it appears Lana has agreed with Lex by giving him a passionate kiss, she turns on him and knocks him out cold. Before she can finish him off, Clark enters the laboratory and tells Lana that he won’t let her kill Lex. Intent on killing Lex at any cost, Lana uses her powers to send Clark across the room, inadvertently knocking the container with the sentient remains of Fine’s ship and the kryptonite that is rendering it immobile onto the ground next to Clark. While Lana blames Clark for all the suffering the victims of Lex’s Level 33.1 experiments had to endue, claiming if he had killed Lex the experiments would have never happened, Clark breaks the container open to get access to the kryptonite contained in it, inadvertently freeing the sentient remains in the process. Using both the kryptonite and the electrical cord that Lana intended to kill Lex with, Clark is able to recreate the freak accident and return Lana to normal.
In the end, Grant informs someone that “everything has been taken care of” and deletes all the Project Scion files off the harddrive that Lana had forgotten to take with her after attacking Lois and him. The flirtatious relationship between Grant and Lois takes a serious turn after the two admit they have romantic feelings for one another. Lex tells Clark that Lana’s obsession with revenge proves that she still has serious feelings for him, and that it wasn’t him who betrayed Lana first but Clark for always keeping her in the dark about so many things over the years. Clark is left to contemplate if he is to blame for the darker side of Lana that has emerged. Chloe shuts down the surveillance system Lana has in her office. Concerned that Lana will bring Clark harm, Chloe promises Lana that if that happens, even unintentionally, she will answer to her. Lex demands that Jansen find out what happened to the sentient remains of Fine’s ship. As the two leave the laboratory, unbeknownst to them the alloy slithers out from under a flask and makes physical contact with a female technician, turning her eyes pitch black. During a heart to heart conversation about her recent actions, Clark admits to Lana that he feels he’s to blame for what she has done. Lana asks Clark not to blame himself for her actions and to promise her that he will love her no matter what.
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: Michael Cassidy (Grant Gabriel), Alex Zahara (Dr. Jansen), Elyse Levesque (Casey Brock), Jacqueline Micallef ()
Written by Brian Peterson & Kelly Souders
Directed by Charles Beeson