Lionel is in a limo and the driver brings up the divider window and pulls over to the side of the road. The door locks out and a figure wearing a metal mask appears on the television screen. He tells Lionel that the limo has stopped on the tracks and Lionel must finish a game of Hangman to escape. As Lionel desperately calls out letters, the Masked Tormentor tells Lionel that he learned the answer from him. Lionel realizes the answer is "no mercy" and gets out just in time to avoid the train as it crushes the limo to pieces. Nearby is the Smallville sign, with the words "Having fun yet?" spray painted on it.
Clark goes to the
Daily Planet to tell Chloe about Lionel getting closer to Martha. He's reluctant to tell his mother the truth about Lionel given all she's gone through.
Lionel goes to see Lex and accuses him of trying to kill him once more. Lex insists that he didn't and offers his help to Lionel, insisting an attack on his father is the same as an attack on him. Lionel refuses his son's help.
Martha is rehearsing a speech for a fundraiser when Clark arrives to tell her that Lionel may know his secret. She admits she trusted Lionel after he sent her the videotape of the Warehouse 15 incident showing Clark using his superpowers. She didn't want to worry Clark by telling him about the tape. They decide to wait for now and see if Lionel reveals his motives.
A security guard checks Lionel's office for bugs and traps and Lionel abruptly dismisses him. The man leaves and the Masked Tormentor's face appears on Lionel's computer screen. He repeats Lionel's abrupt comment to the security guard and Lionel realizes his stalker is nearby. The lights and phone lines go off and the Masked Tormentor appears behind Lionel, drugging him unconscious.
Lionel wakes up in a darkened chamber. Using a match, he discovers that he's inside of a furnace and there's a charred corpse nearby. The Masked Tormentor appears on several TV screens and says that Lionel's greed destroyed him. He turns on the lights to reveal a fuel tank and two buckets on a support pole. The Masked Tormentor explains that Lionel must fill the buckets with the fuel and then balance them on a hook in the ceiling. If Lionel doesn't do it in ten minutes, the furnace goes off. The Masked Tormentor shows Lionel a recording of the limo driver, Alex, who failed the same game. As flames start to shoot up through the floor, Lionel has no choice but to begin.
At the manor, Lex and Lana are playing chess and Lana brings up the kiss they shared. Lex admits it's a memory he'll always cherish but doesn't want to discuss the matter further. The phone rings and Lex takes the call while Lana heads back to Metropolis. Lex takes the report and then tells the person to make sure that news of Lionel's disappearance doesn't get out.
The Masked Tormentor continues to torment Lionel, accusing him of killing his own parents. Lionel denies it and manages to balance the buckets. He escapes the furnace and finds himself in a chamber where Martha is held in an airtight glass case. The case begins to fill with water and the Masked Tormentor directs Lionel's attention to a board with the phrase "a Toad like Fever" written on it and magnetic letters. The Masked Tormentor tells Lionel he must find the hidden meaning or Martha will die.
Clark returns to the
Planet to meet with Chloe and discuss Lionel. Lois calls to inform them that Martha never arrived at the fundraiser. Clark and Chloe go to Lionel's office and find Lex and his men searching for clues. Lex explains that Lionel has disappeared as well and Clark uses his x-ray vision to find a hidden camera. He manages to reveal it without explaining how he discovered it and Chloe works to power it up and trace the signal. As she works, Lex gets a call from Lana and takes it privately. Chloe traces the signal to an address fives miles away and Clark and Lex go to investigate.
Lionel and Martha realize the phrase is an anagram and spells out "Failed Takeover." Lionel figures that the Masked Tormentor is referring to the Apex takeover. They get Martha free and the lights reveal a new door. They go through and find themselves in an elevator. Lionel explains to Martha that he set up the Apex takeover to teach Lex a lesson. The elevator ascends to the top of the shaft and a box opens to reveal a gun inside. The Masked Tormentor tell them that Lionel has to choose which one he will shoot, himself or Martha. If he doesn't, the cable will snap and they'll both fall to their deaths.
Clark and Lex arrive at the building and find a television screen showing Lionel and Martha. They watch as Lionel takes the gun and tells Martha that Clark is "special" and he'll need Martha. He asks Martha to shoot him but she can't bring himself to do so. Lionel takes the gun and tries to kill himself, only to discover the gun is unloaded. The signal to the TV screen cuts off and Clark talks to Chloe on the phone. She confirms that the signal was cut off at the source, located somewhere else. She tells Clark where and he secretly superspeeds away.
The Masked Tormentor steps out into the room next to the elevator and tells Lionel that he never planned to let them live. He removes his mask to reveal he was the security guard, Lincoln Cole, who searched Lionel's office earlier. He worked at Apex and lost everything when Lionel bought out the company just to teach Lex a lesson. Lionel begs Cole to let Martha go but the former Apex employee detonates the explosive on the cable. The elevator plummets down the shaft and Clark arrives just in time to catch it. Lionel, apparently stunned at the sight, wanders off after calling Clark "son."
Later, Martha tells Clark what happened and thinks that Lionel can be trusted, since he was willing to die to protect her for Clark. Clark doesn't believe it but Martha says they don't have a choice.
Lionel goes back to the warehouse where he faced the challenges. He finds the gun and studies it when Lex arrives. He tells his father that they've found the killer. Cole didn't care whether he was caught as long as he killed Lionel. Lex asks Lionel about what he saw on the tape and why Lionel called Clark "special." Lionel tries to pass off the comment and tells Lex to let go of his obsessions.
Clark goes to see Lionel, who explains that he's know Clark's secret ever since he held the crystal. He insists that he didn't tell anyone because it would endanger Clark's destiny. He calls Clark "son" but Clark doesn't believe him, wondering if Lionel knew the gun was unloaded and if the entire thing was a trick. He tells Lionel to stay away from him and leaves. Once Clark is gone, Lionel clutches at his head, grabs a pencil and a piece of paper, and starts scribbling down words in Kryptonian.
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