Jonathan works on his truck outside while Martha speaks to Clark inside, reminding him not to use the upstairs toilet (it is clogged), and suggesting dinner choices. Outside, Jonathan bangs his knuckle. Martha has to remove Clark’s earphones and repeat herself; Jonathan calls for help from outside. Clark goes to help his father, lifting the back of the truck so Jonathan can reach the exhaust bracket he needs to repair. That done, Jonathan slides out and Clark lowers the truck. It is the Kents’ anniversary and they are celebrating with a visit to Metropolis, leaving Clark alone for a few days. Just before they embark, Clark hands them a card – slightly pizza stained, but his heart’s in the right place.
In Metropolis, a woman says goodnight to a tiny baby in a crib. She leaves the room. Thunder rumbles outside. A shadow appears over the crib but the baby does not cry. A man reaches in and picks up the baby, kisses him, and puts him back. The man reassures the baby that “Daddy’s gonna get better.” The man’s hands begin to shake violently and then objects in the room start to shake as well. Hearing the noise, the baby’s mother returns but by the time she appears the man has left.
The Kents drive through a downpour as the man staggers across the street to the plaza of a Luthor Corporation building. The man retrieves a pill bottle from his pocket; his hands shake and he scatters pills into the rain puddle. Frantically, the man retrieves his medicine and staggers to the building’s entrance.
Inside the building a man buffs the floor as he listens to driving music. Outside, the man knocks on the glass frantically. Finally he attracts the attention of the janitor, who recognizes his co-worker Earl. Earl asks to see Lionel Luthor, whom he believes is in the building, but the janitor cannot let him in. Earl tells his co-worker that ‘they’ did something to him in Smallville and the janitor reminds him that this talk got him fired. Then he tells Earl to get help if he has a problem, but Earl has tried that. No one can help him and his problem is getting worse. Finally the janitor threatens to call security. Earl begins to shake crazily and seconds later the glass door shatters into thousands of pieces! The janitor tells Earl he needs a doctor but that is not what Earl wants. Even more upset, Earl grabs his co-worker as the shaking starts again. Both men fall, but only Earl rises. Shocked by what he has done, Earl races back into the rain. The buffing machine rocks gently back and forth next to its dead master.
Clark walks to the school bus with Chloe and Pete. His parents have left him alone, so his idea is to have small gathering, emphasis on small. But work gets out, and that night finds the Kent home crowded wall to wall with partiers. One kid staggers over to Clark, clearly drunk, and about to vomit. Using super speed, Clark retrieves a bowl for him just in time.
Lana appears and complements Clark on a ‘pretty cool party.’ Clark says merely that sometimes one must blow off some steam; Lana doesn’t think she would ever be able to host a party like this. Clark wryly comments that after the first few broken dishes one gets used to it, but Lana says she’s not brave enough. Clark tells her that she’s braver than she thinks.
Fireworks light the sky outside and the party oozes onto the lawn. Clark accuses Pete, suggesting that it would have been easier to just call the cops directly. But Pete didn’t arrange this display, Lex did. Further, he has cleared it with the police already. He knows that a party can make or break a school reputation and he wanted Clark’s party to succeed.
Lex turns to Chloe next; he has heard she will tour his plant tomorrow, and jokingly asks what she did wrong. She explains that the tour is a field trip and the whole class will be there. Lex’s date comes out to see him, apologizing for lateness and explaining that someone overflowed the toilet. Clark now believes he’s officially a dead man. Inside, the telephone rings, but no one hears it over the music...
At a restaurant in Metropolis, Martha puts down the telephone and returns to the table and her husband, telling him there was no answer. Jonathan calms her, saying they must trust Clark. Martha says she does but also worries. Jonathan changes the topic, asking his wife if she misses Metropolis. She admits she sometimes does, but explains that she didn’t move to Smallville for action or glamour, but for love.
Whitney enters the party and confronts Lana. She asks what he’s doing there and he says that he came looking for her. Then he asks why she didn’t tell him she would be there and she explains that her decision to come to the party was last minute. Somewhat archly, she tells Whitney she didn’t realize that she required his permission to attend.
Whitney and Lana take their argument outside, eventually making their way to Clark’s barn. Whitney accuses Lana of sneaking to the party; Lana attempts to defuse the argument, and then asks if Whitney’s real concern is that Clark is the host. She adds that she begins to feel as if Whitney doesn’t trust her. Before the argument can escalate the loft begins to shake and tools fall from their storage hooks.
Lana races into the party and calls Clark to the barn. There Clark discovers Whitney brandishing a pitchfork at something in the loft. Clark who mounts the steps and discovers that Whitney threatens a tarp covered object. Clark pulls back the tarp and discovers Earl Jenkins huddled beneath it. Earl came to see Jonathan, but Clark must disappoint the intruder – Jonathan is out of town. The vibrations start again and Clark begins to feel develop the same malaise he does around the meteor fragments! They call an ambulance for Earl.
At the hospital, Chloe tells Clark that Earl should be in detox. Clark replies that Earl is not a junkie, and explains that Earl worked for his father for six seasons, twelve hours a day, before finally leaving for a better job with the Luthor Corporation, with Clark in the fields next to him. Earl even tried to teach Clark to play the guitar for awhile. Whatever the man’s problem, it isn’t drugs.
Sheriff Miller and a deputy appear and ask for Earl Jenkins. A nurse directs them to exam room three. Overhearing, Clark asks if Earl is in trouble and the sheriff confirms this without offering details. Someone down the hall begins to yell. Opening the door, Clark and the lawmen see Earl shaking. His whole body shudders. Objects near him fly about and no one can approach. Finally, the sick man passes out, stops shaking and falls.
Clark returns home to a disaster scene. Trash dots every surface and the pools of sticky goo cover the floor. Sighing, Clark uses bursts of super speed to clean and repair the house to rights. Just as he relaxes he hears clapping behind him and realizes that his parents arrived before he did and saw everything. They returned early after Martha called six times and spoke to six different people, none of whom knew Clark. That’s when Clark tells them he was at the hospital with Earl, and passes Earl’s story. He also reveals that the sheriff wanted Earl in connection with a murder. Jonathan remembers Earl and does not believe him a murderer. Clark finishes by telling his parents that getting near Earl made him sick the same way getting near meteors does.
Jonathan and Clark go to the hospital where they speak with Earl’s doctor. She has no idea what ails her patient but suggests the symptoms resemble mineral poisoning. She has seen evidence of tiny fragments of some mineral under Earl’s skin that his body is trying to push out. Jonathan asks how this happened and the doctor repeats Earl’s story of an explosion at the Luthor Corporation’s Smallville plant six months earlier. Jonathan never heard anything about it. The doctor provides a good reason: as far as she can tell it never happened. She pulled plant safety records, and contacted both the EPA and OSHA, and found no evidence of an explosion. Jonathan asks if he may visit Earl and the doctor advises him to hurry because the Metropolis police are coming for him
Jonathan enters the sick room alone, He forbids Clark to enter because he does not want his son to pass out in a hospital and create a new set of problems for the Kent family. Earl smiles when he sees Jonathan and Clark. Using the intercom he apologizes to Clark, who accepts graciously. Jonathan asks what’s going on and Earl explains his plan to see Lionel and learn what materials were in use at the plant. After many failures to find a cure, he believes he must learn what exploded to cure his illness. He explains that he cleaned level three, where plant employees performed secret crop experiments with new fertilizers. These contained something unstable and there was an explosion. Earl was there at the time and something got under his skin. The Luthor Corporation shut the experiment down and transferred Earl to Metropolis. Two months ago, the jitters started.
Jonathan asks if Earl saw a doctor and learns Earl saw a lot of doctors. None could explain his problem. At the plant they told him level three did not exist and never had. He cannot control the vibrations and knows they are getting worse. He fears they will kill him if he cannot learn how to stop them. Jonathan tells him to get some rest, and leaves.
In the hall, Clark asks of Earl was telling the truth; Jonathan has no idea. Clark reminds his father of the field trip and offers to look around; Jonathan tells Clark that Earl already has more trouble than he can handle, and advises his son to do nothing. Neither of them realizes Earl had the intercom button pressed and heard the entire exchange.
Sometime later, Earl sits cuffed to a wheelchair. He and a cop descend in the elevator. Then Earl begins to shake. Outside the first floor elevator door a little girl argues with her mother. She does not want to visit the doctor because she’s afraid she’ll get a shot. Her mother reassures her as the elevator opens. Inside the office lies on the floor and the wheelchair on its side; Earl has escaped.
A school bus enters the Luthor plant. Inside the plant, Gabe Sullivan introduces himself as the plant manager, and embarrasses his daughter Chloe, who is among the students. He makes offers small talk and witticisms as the children remove all jewelry and metal for temporary storage. Clark asks about the third level and Gabe jokes that it’s where they perform alien autopsies. Chloe elbows Clark and tells him not to encourage her father’s attempts at humor.
Elsewhere in the plant Earl finds a doorway on level two. He opens that door and discovers... a closet. This is the path to level three that he remembers, but the elevator that should be here is here no longer.
Gabe points out various parts of the plant as he talks to the students on their tour. With a burst of super speed, Clark slips away from the tour and through a door marked “Authorized Personnel Only”
The tour enters a room Gabe calls the nerve center. The plant processes a hundred thousand tons of animal waste a year, and the people and equipment in this room coordinate that. Gabe makes a few more witty comments – and then another door into the nerve center begins to shake. Gabe excuses himself to see what’s causing the problem. Just as he gets to the door the handle falls off and the door opens; Earl stalks in gun in hand and grabs Gabe, demanding to see level three...
Sometime later, parents have gathered outside of the plant’s security fence demanding explanations. Lex arrives and enters the plant, then lets Jonathan and Martha through. He explains what he knows: the plant has been evacuated but the tour students remain as hostages and a man named Earl Jenkins demands to see level three. Jonathan tells Lex what Earl told him, and Lex replies that they have a serious problem, because there is no level three.
They reach a bank of monitors tied into the security cameras. One shows the nerve center and the hostages sitting there. Others show empty rooms and corridors. Clark doesn’t appear on any of the views.
Clark races through the plant and appears in the nerve center. He explains that there is no level three; he has found blueprints. Earl takes the plans and reviews them. He does not understand why he remembers a level three when the plans show no such level. He explains how followed red pipes to a door on level two. Inside the door was the elevator to level three. He seems to feel Clark is no different than anyone else and tells him to join the rest of the hostages.
Outside a helicopter arrives; Lionel Luthor has come to oversee the operation. Lex meets his father, who berates his son for allowing this to happen. Lex introduces Jonathan, but Lionel already knows him and offers a handshake that Jonathan refuses. Lex explains to his father that he just assured everyone there is no level three, and asks his father if that is actually true. Lionel assures Lex that the plans show no level three.
With lives at stake Lionel intends to let SWAT do their job, but Martha fears this will result in bloodshed and demands Lionel talk to Earl. Lionel explains that he does not negotiate with terrorists, and Jonathan says if Lionel won’t talk to Earl, he will. Lionel agrees, and asks Earl to come out. Earl repeats his request for the substances used on level three but Lionel only reminds him that he is sick and needs help. Earl begins to vibrate and Clark approaches him. Startled, Earl vibrates a valve from the pipe it controls, and the gas pressure begins to rise.
Outside, Lex sarcastically complements Lionel, saying that the elder Luthor hasn’t lost his touch.
Inside, Whitney plans to charge Earl and wrestle the gun from him. He believes two men can do this and tries to enlist Clark, but Clark refuses. Lana backs Clark, claiming he’s sick. Whitney does not wish to leave his life in Earl’s hands so he attempts the charge alone, but Earl hears him and spins around. Whitney gets the gun away but Earl backhands and stuns him and then recovers the gun. Shortly after this, Earl shoots the camera, knocking out the external view of the control room.
The last thing the adults outside saw was Whitney’s ill-starred attempt to overpower Earl. Lionel wonders aloud what he was thinking, and Jonathan comments that he wasn’t thinking – he’s a kid waiting for someone outside to take the initiative. Someone has to go in. Lex volunteers to go in and Lionel grabs him. Lex shakes off the hand and warns his father never to repeat a move like that. Although Lex doesn’t see it, something like admiration appears on Lionel’s face for a second or so. Lex tells the SWAT commander his plan and the man advises against it. Lex then demands and receives a ballistic vest.
Inside, the gas pressure gauge edges closer to the danger zone as Lex appears. Earl wonders what kind of man sends his son to do his dirty work. Lex tells the desperate man that he’s not doing anyone’s dirty work and that he came on his own initiative. Then Lex asks Lana about Whitney; she tells Lex that Whitney needs a doctor. Lex asks Earl about the kids and Earl rather plaintively says he never meant to hurt anyone and that he tried to talk to Lionel but the man wouldn’t listen. Lex understands the feeling and tells Earl that. Slipping out of his vest, Lex explains to Earl that Lionel doesn’t care about him, or the kids, or anyone. If the plant goes up Lionel’s PR firm will spin it, and his insurance company will pay for it and Earl will be the bad guy.
Earl explains that he’s not the bad guy; he’s just trying to get better. Lex offers to show Earl to level three if he frees his hostages. Earl believes Lex is lying, and Lex asks Earl to trust him. Earl agonizes a moment and then frees the kids; Clark asks Lex in a low voice if he really knows where level three is, and Lex says it exists only in Earl’s imagination.
The kids escape through a long tunnel; Jonathan and Martha and the other parents go to meet their children at the tunnel exit. The SWAT commander advises Lionel that the gas levels are rising too high and to close the fire doors. After a negligible hesitation Lionel tells the man to close the doors. As they close, Clark races back inside. He follows some red pipes to the door Earl described.
Jonathan has realized that Clark wasn’t among the students and demands Lionel open the fire doors. But Lionel cannot do so. He tells Jonathan the doors are safety locked and will not open until the gas pressure inside drops. Jonathan angrily tells Lionel that his son is still inside, and Lionel reminds him that his own son is, too.
Clark opens the door at the end of the red pipe and sees the same small storage room Earl saw. But Clark has an advantage Earl lacked. With X-Ray vision he is able to see a short corridor with an elevator door at its end.
Earl claims he did his part and demands Lex show him level three. Lex explains then that there is no level three, that it only exists in Earl’s head. Earl punches Lex, and miserably cries that all the Luthors are the same kind of liar. Before Earl can do worse, Clark calls on the intercom and explains how he found level three. Earl has had enough and demands Clark stop playing with him, but Clark explains how someone walled off the elevator. Earl drags Lex to the storeroom and there sees that Clark has knocked a hole in the wall.
Meanwhile, Clark finds a valve and turns it; the gas pressure begins to drop. Outside, the SWAT commander notices the pressure falling but cannot explain why, and Lionel claims not to understand it either.
Beyond Clark’s impromptu hole Earl and Lex find the elevator Earl knew was there. Lex cannot explain why the elevator was hidden. Earl drags Lex to the elevator and inside they discover just two buttons. But when Earl touches the panel where the button for level three should be, the panel lights and the elevator closes and begins to move.
Level three, once Earl finds the lights, is a hanger-like room with a catwalk at the level of the elevator. Whatever the room once contained, only a few blue painted chemical drums remain. Earl remembers a huge field of corn that filled the room, and sprayers mounted above it. Every night these dispensed greenish mist onto the plants. Earl asks Lex what happened to it but Lex cannot tell him and says he had no idea this was here.
Clark suggests they return to the surface to talk, but Earl does not believe Lex. Then Earl begins to shake, literally rattling the catwalk apart and pitching himself and Lex over the edge. Both men cling to the railing to prevent falling onto the metal barrels far below. Lex slips but manages to grab Earl’s legs. Clark tries to grab Earl but the ‘meteor malaise’ overcomes and weakens him. With great difficulty Clark barely manages to pull Earl up. Once Earl makes the catwalk Clark orders him to the elevator and he goes. With Earl farther away Clark grabs Lex and hauls him easily up. Then Earl begins to shake again and the catwalk starts to shudder. Knowing the warped structure cannot withstand more Lex and Clark race for the elevator, barreling into Earl and forcing him into the elevator seconds before the rest of the catwalk crashes to the concrete far below. Dust rises from the crushed barrels; whatever they contained is long gone. Lex asks Clark how he managed to pull them up and Clark attributes the feat to adrenaline.
The SWAT men take Earl away as Clark reunites with parents happy to see him in one piece. Lex accuses his father of lying, but Lionel claims he merely said there was no level three on the plans, which is technically true. Lex asks what the company did there and Lionel tells him that it does not matter; it was a failure, they shut it down and moved on. Lex tells his father that level three almost got him killed and his father corrects him, suggested that his own actions are what almost got him killed.
Lionel handles the press by calling level three a redundant storage area and Earl Jenkins a very sick man. Lex steps up and says that the Luthor Corporation pledges to care for Earl. In front of the press there is little Lionel can do but accept his son’s pronouncement and end the press conference with a hug for his son.
Clark, Jonathan and Martha also hug, and Lex registers brief jealousy, for he knows that their hug comes from love while his father’s is merely a photo opportunity.
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