On US 40, the main highway in Smallville, Lionel Luthor is in his limo talking on the phone with a client. The in car television comes up and a masked man in a electronic voice tells Lionel he needs to win the game. A game of hangman is brought up on his laptop. Lionel's car stops on the train tracks. Just in the nick of time, Lionel figures out the answer "No Mercy", and the car doors unlock and he escapes as the train slams into his car. Afterwards he sees some graffiti scrawled on the Welcome To Smallville sign meant for him, "Having Fun Yet?" At The Daily Planet, Chloe and Clark talk about how Lionel Luthor knows his secret and he is trying to weasel into his life. Chloe urges Clark to tell his mother.

Lionel walks into Lex playing chess at the mansion. Lionel suggest Lex that play hangman. He also says No Mercy, Lex doesn't know what he's talking about. Lionel tells Lex about the attempt on his life. Lex convinces Lionel that he didn't do it, and Lionel is trying to figure out who did it.

At the Clark home, Martha practices a new speech on Clark that she will use at a fundraiser. Clark blurts out that Lionel knows, that he knows his secret. Martha tells Clark about the recent blackmail incident. Lionel will be at the fundraiser, but they decide to not confront him just yet. They decide to act normal until they can come up with a plan to take Lionel down.

At Lionel's office, he is sweeping his office for bugs. He logs on to his computer and the masked man appears again. The masked man tells Lionel that he sees everything, and then somehow shuts down all the power. Lionel grabs a gun and then calls 911 from his cellphone. The masked man answers and again mocks him. He then pops up behind Lionel and sedates him.

Lionel wakes up in a dark room with some TV's and a dead body. The masked man appears on the TV's and taunts him. The lights come on and Lionel sees a faucet and two buckets, then a hook hanging from the ceiling. The masked man shows a video of Alex, his limo driver, attempting to escape by filling the buckets with the flammable liquid from the tap and balancing them on his shoulders to carry them to the hook and balance them. Alex failed and was immolated. The masked man tells Lionel he has 10 minutes to succeed or die.

At the Lionel mansion, Lana and Lex are playing chess and discuss their recent kiss. Lex says that he won't be able to forget the kiss. Lex recieves a cell phone call, and Lana leaves. The phone call is someone telling Lex his father is missing.

Back in the room, Lionel is attempting to balance the buckets and is walking across the room to the hook. The masked man is taunting Lionel about how he killed his own parents. As Lionel puts the buckets on the hooks, they are balanced and the door opens and Lionel leaps through the door. Lionel finds himself in another room with another test. This test requires a partner, which is revealed to be Martha in a glass box, water is turned on and starts to fill the box. Lionel tries to find a way to break the glass to help her escape. Instead Lionel has to solve a word puzzle.

Chloe and Clark discuss Lionel at the Planet, when Lois calls Clark about Martha. Lois tells Clark that his mother never arrived to the fundraiser. They go to LuthorCorp and find Lex there trying to find his father. They discuss Lionel's recent mishap with the train. Clark discovers a bug in the room, and Chloe thinks she can reverse the signal to find out who it belongs to.

Back in the room, Lionel and Martha attempt to solve the word puzzle.

Chloe, Lex and Clark are working on the signal location, Chloe finds the address and Lex and Clark head off to the location.

Lionel is still working on the puzzle as the water gets deeper and is over her head. Lionel solves the puzzle "Failed Takeover" , the glass breaks just as Martha is about to drown. The masked man comes back and feigns disbelief that Lionel would care about another person. They are shown the way out and expect another trap. They exit the second room and are forced into an elevator. Lionel tells Martha about the failed takeover of Apex. The elevator stops and a gun is revealed with one bullet, and the winner goes free. The masked man tells them that there is a wired explosive set to go off in a couple of minutes that will plummet the elevator.

Lex and Clark arrive at the address and no one is there, but they find a TV showing the video of Lionel and Lex in the elevator. They can also hear them talking. Lionel hands Martha the gun and tells her to kill him because she is a better person than he. She can't do it, so Lionel takes the gun and pulls the trigger, but there was no bullet in the chamber. The masked man comes in and reveals himself to be the security gaurd that swept Lionel's office for bugs. Lionel pleads to have Martha released, and apologizes to the man. The masked man then blows the charges and the elevator plummets. Clark arrives just in time to catch the elevator saving Martha and Lionel. Lionel gets a front row view of Clark's abilities.

At the Clark home, Martha and Clark talk about Lionel and how he never does anything that doesn't benefit him in the end. Clark says they can't trust him, but Martha says they might have to.

Lionel is back at the elevator holding the gun, when Lex comes in and tells Lionel that they caught the man who did it. He didn't even know that Lionel wasn't dead and freaked out when he was arrested. Lex questions Lionel about Clark and how he can be with Lex one minute and then be across town he next minute. Lionel blows him off and tells Lex that Clark is just a simple farm boy.

Clark shows up to Lionel's office and they talk about how long Lionel has known his secret. Lionel says that since he was knocked unconscious from the crystal he has known the truth. Clark believes that Lionel is manipulating events to get in good graces with his mother. Clark tells Lionel that he doesn't trust him and to stay away from his mother. After Clark leaves, Lionel has a reaction to something and is in pain, he writes something on a paper as the episode ends.