The episode starts off in a laboratory showing a man held captive in an upright, tubular cage. A Dr. Hong opens the cage and releases the man and apologizes for what they did to him and gives him a picture. An alarm is triggered and the man runs from the room as security begins to chase him. He escapes the facility and security. We then see Lana Lang driving her SUV and after being distracted for a second, she looks up and sees the man in front of the road. Lana hits him, but the car wraps itself around him, ala Clark Kent a season or two ago, and Lana is injured. The man takes Lana to the hospital and then leaves. She calls Clark for help.

At the Clark home, Martha Kent finds a package on her front doorstep, that contains a DVD of a warehouse explosion and Lana laying there.

At the hospital, Clark arrives and Lana tells Clark what happened and tells him what the man looks like. We see the man in a change of clothes, as he is leaving the hospital. Clark tracks him down and recognizes him as Victor Stone a fellow football player from a rival school. Victor knows Clark from football too. Clark tells him that he thought Victor was dead. Victor goes to leave and accidentally throws him through the air. Clark uses his x-ray vision and sees that Victor is made of metal.

At the Kent home, Martha receives a phone call from an unknown caller, who is trying to blackmail her. Just then Lionel Luthor arrives and offers to give Martha a ride to her meeting in his helicopter, which she declines. He sees Martha is distressed and offers help, again she declines. Lionel tells her that if she needs help with anything, anything at all, to let him know.

At the Kent barn in the loft, Victor is hiding out with Clark. He is reading an article about his death and begins to recount the accident. It was snowing and he was in the car with his parents and little sister, they died but he didn't. He passed out and when he woke up scientists were working on him. Victor says that he wasn't the only one they were working on. Victor questions Clark as to how he knows about the bionics in his body and how he didn't get a scratch on him. Victor asks him about Lana and what she things of this. Clark says that she doesn't know. Victor says that he won't be telling Catherine about his either. He shows Clark a picture of Catherine. They were supposed to get married about know, he is afraid to go see her and questions how could she love someone like him. Clark offers to help by finding out more about these guys that are chasing Victor. Victor stays at the barn, while Clark heads to The Daily Planet.

At The Planet, Chloe and Lana are there and all three look at the company's history. They provide prosthetics to people with severed limbs. They also discover that the company is owned by LuthorCorp. Clark goes to Lex Luthor at the mansion and questions Lex about Victor Stone. Lex claims he doesn't know anything about it. Clark says that he will take an necessary steps.

Lana goes to see Victor at the barn, and she fills in Victor about how LuthorCorp is involved. They talk about how Victor should or should not tell Catherine about all of this. Just then, the security team arrives and shoots Victor. Clark shows up and dispatches the security team. Victor is wounded and they go to the Talon to hide out. At the Talon, Victor tears off part of skin to look at the mechanics. Victor's power cell is leaking and needs maintanence.

At The Planet, Chloe tells Clark that most likely Lex doesn't know about this project. They look up Dr. Hong's address to get him to help out. Clark goes to his home and finds Dr. Hong in a car in the garage with the car running, Dr. Hong is dead. Lex shows up at the same time and finds Clark there. They talk about how he didn't know anything about it and that the project manager, Dr. Creed, has gone rogue. Lex wants Clark to bring Victor in to him as Lex has the resources to fix him.

Back at The Talon, Lana receives a call from Clark that Dr. Hong is dead. Victor is sad and blames himself for Ddr. Hong's death. Victor is worried that he'll die soon. He wants to go see Catherine. Victor goes to Catherine's home, but finds Dr. Creed there. He threatens Victor that only returning to the lab will Catherine be safe. After being escorted out of the home, and it is revealed that Lex is part of this.

Martha is meeting with the person who is blackmailing her, and before they could exchange the money, Lionel Luthor arrives to scare him away. Lionel tells Martha not to give in to the blackmail. Lionel again tries to sweet talk Martha and offers to take care of this for her.

At the laboratory, Victor is hooked up to some machinery and is told that his arm is now repaired. Lex is there too and they talk about how his bionics costs over 6 million dollars. Lex tells Victor that they will be putting a chip in his head to help tamper his emotions and more controllable. Victor is sedated in preparation for the implant.

At The Talon, Clark arrives to find Lana alone and that Victor went to see Catherine. He leaves to go find Victor at the lab. At the lab, they are about to drill into Victor's head to put the implant in. Clark arrives and throws Dr. Creed into a wall knocking him out. Clark helps Victor escape. They jump off the roof and break the asphalt.

Clark goes to Lex's mansion and confronts him about Victor Stone and Dr. Creed. Lex admits he was in the lab, but says that he was trying to talk Dr. Creed out of it. Lex tells Clark to tell Victor that he hopes Victor is okay and that LuthorCorp has moved past it all.

At the barn, Victor and Clark talk about how Victor is better. He thanks Clark and he tells him he is thankful for his help. Just then, Lana shows up with Catherine and they embrace. Catherine recognizes something is different about Victor. She is interested in knowing about it and is accepting of Victor.

Martha is at the home reviewing the DVD and notices that in the blast, Lana is there one frame and then gone in the next frame. Lionel shows up and tells Martha that he took care of the blackmailer and he won't bother her again. Lionel tells Martha that maybe she shouldn't associate with him, as her public persona is important and he might sully it. Martha falls for his manipulation and tells him that he is a friend and won't put that aside.

At the loft, Lana and Clark talk about how Clark always tries to hide what he really is thinking. Lana tells Clark that he loves her, but they keep going around and around and never move forward. Clark tells Lana that he will always love her no matter what happens. Lana then leaves without any resolution to their relationship.

At Lionel's office, we see Lionel paying the blackmailer for his services. Cut to the Kent farm and we see Martha burning the DVD that was used for blackmail. But back at Lionel's office, we see Lionel looking at the same footage on his computer, but there is an additional image of Clark rescuing Lana from the explosion. Lionel says to himself, "You're secret is safe with me, Kal-El."

While this episode addressed the relationship between Lana and Clark and how even though someone may be different, it is possible for the other to love that person in spite of the differences. We also see how even though both Lana and Clark profess their love for each other, their relationship seems to be going backwards due to Clark's secret. We also see how Lex and Clark's relationship is getting more contentious and they are moving beyond just hiding things from each other and looking past the secrets to remain friends. Now they are accusing each other of hiding things and lying outright to each other. Lex knows that Clark is hiding something and is starting to put the pieces together, but still doesn't know the truth. He is starting to turn Lana against Clark as well, and is using her as a pawn against Clark.