Lex is in a LuthorCorp underground water purification plant when Lionel arrives. He demands to know what Lex is up to with the facility and how it applies to “Project Ares.” Lex starts to answer but notices a female worker in a restricted area. He starts to approach her and she removes her work mask. Lionel spots an explosive charge fastened to the side of the tunnel. The woman triggers the charge, bringing the ceiling down with herself and Lex on one side and Lionel on the other. She knocks Lex out and drags him away.
Clark and Martha get word of the collapse and go to the scene. Lionel is being taken away by the EMTs but he has them pause long enough for him to ask Clark to help Lex.
In the tunnels, the woman introduces herself as Jodi Keenan and accuses the captive Lex of culpability in the disappearance of her husband Wes, a soldier. She tells him he has 20 minutes to tell her what really happened to her husband, or she’ll detonate the remaining charges and destroy Lex’s project.
Chloe arrives at the site and Clark tells her what happened. He plans to go in and rescue Lex and find out what he was having built. He slips by the bomb squad at superspeed as they realize the place is mined with explosives.
Lex manages to free himself from Jodi’s plastic handcuffs. However, she easily recaptures him and tells him to call Wes. Lex claims that Wes died during an experimental LuthorCorp treatment. He grabs the gun and they struggle, and Jodi is badly injured. However, she tells Lex that the explosives are on a countdown and she can’t stop them. Clark superspeeds in just as one of the explosives go off. He’s blasted back as kryptonite rock is thrown everywhere.
Martha goes to the hospital and finds Lana preparing to meet with Lionel. Lana goes in and she threatens to cut off his IV unless he tells her what he knows about Lex’s plans. Lionel claims he’s protecting Clark but the doctors arrive to take him to surgery before Lana can get any information from her. As she leaves, she overhears the police bringing Lionel a case that they found in Lex’s car. Acting as Lex’s wife, she takes it from them.
Despite the kryptonite radiation, Clark manages to dig himself free and finds Lex. However, he admits that he’s there on his own and that the police won’t get there in time. Lex tells him that they have 14 minutes until the rest of the explosives detonate. He also notices that Clark is bleeding from a back injury.
At the manor, Lana opens Lex’s case and finds a disk marked “Ares.” She plays it and discovers it’s a recording of an American couple hiking in Patagonia who are attacked by a strange flying creature.
Lex wants to know how Clark could be wounded given what he thinks he knows about Clark. Clark doesn’t have nay answers for him. As they argue, they start to climb out before the place collapses. Clark manages to get past an area filled with kryptonite and they try to get to the entrance as the timers count down to seven minutes.
Chloe is trying to contact Clark on his cell phone when the bomb squad goes by, and she realizes the area is filled with kryptonite and that Clark is trapped.
Clark and Lex comes to a barred gate and Clark is still weak enough that he can’t open it even if Lex were absent. Lex insists that he trusts Lana and she’ll find a way to rescue him, but Clark reveals that the day Lana married Lex was the worst day of his life. The rubble collapses and Clark is buried. Lex turns and seemingly runs away.
Chloe visits the manor as Lana discovers blueprints of the tunnel on her husband’s computers. Lana doesn’t mention anything about them until Chloe says that Clark is trapped with Lex. Upon hearing that, Lana shows Chloe the blueprints.
Lex returns to free Clark, having gone to get an iron rod to use as a lever. He also saw a closed hatch and guides Clark to it. They start climbing to the top but Lex slips and loses his grip halfway. Clark grabs his hand and pulls him back up and they get to the surface. The explosives go up, blasting up the tunnel just as they get clear. Lana and Chloe arrive with the police and Lana sees Clark, injured. She touches him briefly and he touches her back… and then she goes to Lex.
Later, Lana goes to Lionel and asks why he’s been manipulating her. He admits that he used her love for Clark to force her to marry Lex to learn what she could from her husband and protect Clark. He assures her that he has her and Clark’s best interests at heart but she doesn’t believe him, and threatens to warn Martha.
Chloe tells Clark how Lana found the blueprints and used them to save him, but was willing to let Lex die. She wonders if Lana really loves Lex or if it’s a pretense.
Later, Lana gives Lex the case back and he asks her if Clark was speaking the truth when he said Lana tried to back out of the wedding. Lana claims that she worried that Lex wouldn’t love her if he learned there was something wrong with the baby. She talked to Clark, who got the wrong idea. Lex assures her that he would love her no matter what and they hug.
As Clark and Martha go over the blueprint plans, they have to admit that it appears to be a water purification plant just as Lex claims. Clark considers how the Lex he was trapped with seemed to be his friend and wonders if Lex became what he is now because of Clark.
Later, Lex returns to the plant and goes into a chamber where his scientists are working on a prototype: the supposedly dead Wes Keenan.
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