At Lex's manor, Lex is unhappy that the race isn't going well for him when two policemen arrive and order him to evacuate as there's been a bomb threat. Lex is suspicious and when he tries to check his security, the policemen draw guns. Lex makes a break for it and his assistant gets gunned down while Lex gets into a security room. Lex taunts them from his secure room but they've cut off communications and the head cop, Greg Flynn, identifies him as an ex-cop and wants to know where the spaceship is.
Clark and Lana are studying but Lana is disappointed that Clark is repressing due to his concerns about his powers. When she goes she drops a notebook with research papers on a spaceship. Lana reveals she's been working with Lex and is unhappy that Clark is trying to avoid it. At the manor, Flynn reveals that he was one of the deputies at the spaceship landing and that he'll figure a way to get Lex out.
Clark and Martha are discussing Clark's relationship and Martha suggests he should trust her like he did Pete and Chloe. They're interrupted by Lois, arriving to help with Jonathan's campaign as his manager. That night, Lana is driving along and talking to Chloe when the second cop and Flynn's fiancée, Harris, pulls her over and takes her to the manor. Lana denies any knowledge of the ship but Flynn remembers her from the crash and Lex has no choice but to come out. Lex manages to get the drop on them and shoot out the scrambler Flynn is using. He and Lana both get back into the secure room, but Lex is shot in the chest.
Lois is at the Kent campaign center when Jonathan arrives and kicks everyone else out, then asks her where all the money for the last-minute publicity is coming from. She eventually reveals Lionel Luthor is the new contributor – Jonathan is not happy at the price he may have to pay. Clark visits Chloe for advice and she says she'll stay out of it, then Chloe gets a call about Lana's abandoned car.
Sheriff Adams is checking Lana's car when Clark shows up and spots a GPS tracker in the wheel well, which he shows to Adams before speeding off. Seconds later Adams gets a warning of a security alarm at Lex's and she calls Harris, who reassures her. Adams is still skeptical and goes to check it out. Flynn has cranked up the heating elements in the secure room while Lana tends to Lex. They see Adams arrive on the security camera and meet with Harris – Adams barges in and sees the dead assistant and Flynn, and Harris shoots her from behind.
Clark is back with Chloe at the Planet, checking out the GPS serial number and tracking it to Flynn, figuring he was at the spaceship landing. They go to see his psychiatrist while Jonathan vents to Martha. She confesses that she took the money from Lionel and tries to convince him it's okay. Lana is still tending to Lex and trying to keep him awake. He talks about his dream and how Lana was the best part of it. Lex admits he doesn't know where the spaceship is and that it disappeared. Lex passes out and Lana opens the vault and demands they give him help – in return she'll take them to the ship. Flynn agrees and they head out.
Clark and Chloe sneak into the psychiatry wing and check the tapes of Flynn talking about the spaceship. They figure Flynn went after Lex and Clark superspeeds there and finds Adams and Lex. Lana and the others arrive at the warehouse where Flynn reveals he's going to plant an explosive to draw the police and press, verifying his story. When they get there the ship is gone but Lana manages to release some pipes and hits Harris. Flynn drops the bomb while Lana struggles with Harris and loses. Clark gets Lex to a hospital and gets him to tell where Lana is.
With 34 seconds on the timer, Harris frees Flynn and they plant the bomb before running out. Clark superspeeds in and Testin Lana and the bomb. It goes off and Clark makes a last microsecond rescue of Lana just ahead of the bomb burst. Flynn and Harris are sent flying.
Flynn and Harris are taken off and Lana admits it was her idea to lead the bad guys off, and that she saved his life because he saved hers. Jonathan has come to terms with Lionel's campaign contribution…by deciding to pay it all back by selling the back 40. Lana and Lex share a moment and Lex promises she'll always get the truth from him from now on. They resolve to be friends, and hug, as Clark comes in and sees them together. Later, Clark is grousing to Chloe about how Lex endangered Lana, and Chloe tells him that if he'd been honest she wouldn't have linked up with Lex in the first place. Clark is left with something to think about...