Two people, a man and a women, dressed as police officers break into Lex Luthor's mansion and threaten him. He escapes into his panic room with survellance cameras. The two people make their wants known: they want the spaceship that came down in the second meteor shower. Clark and Lana Lang are again in the loft and discuss their relationship and in the meantime, Clark discovers that Lana has been secretly researching the spaceship. They argue about it and Lana storms out.

Back at the mansion the two attackers reveal that the man was at the spaceship crash site and was one of the officers who responded. He was hiding under his patrol car and saw Lex and his people come and take the ship away.

Clark and Martha Kent discuss his relationship with Lana and Martha suggests that Clark tell Lana the truth. Pete and Chloe know the truth and they were still friends. Clark thinks about it as Lois Lane pulls up to discuss campaign strategy with Jonathan Kent.

Lana is kidnapped by the ex-officers and brought to the mansion as ransom for Lex to reveal the spaceship. Lex concedes and comes out of his panic room. Lana and Lex fight the intruders and escape back into the panic room. Lex is shot in the scuffle.

At campaign headquarters, at the Talon, Jonathan and Lois discuss campaign finances and it is revealed that Lionel Luthor has contributed a hefty sum to the campaign. As usual Jonathan is wary of anything coming from the Luthors, (rightfully so).

Clark shows up to Chloe and Lana's dorm room and Chloe and Clark discuss Lana and how long she has been meeting with Lex and studying the spaceship. Chloe gets a call from the sheriff that Lana's car has been found without Lana anywhere to be found.

Clark rushes to the scene, discovers a hidden GPS tracking device on Lana's car. Clark then rushes off back to the Daily Planet. At the same time a call comes in that there is an alarm at the Luthor mansion. It is revealed that the woman attacker is currently an officer with the Sheriff Dept.

The Sheriff shows up to the mansion and confronts the female officer. She discovers foul play and ends up getting shot.

Chloe and Clark do some internet searches and find out who is behind the attack and head off to find Lana.

Martha reveals that she took the money from Lionel Luthor and she and Jonathan argue about this. Jonathan lets his pride and ego get in the way, and Martha pleads with him to be different this time.

As Lex lays dying in the panic room, he and Lana talk about hair. Lex tells Lana about his 'Lexmas' dream and how she was the best part of his dream. He admits to Lana that the spaceship is gone and he doesn't know where. Lex apologizes for lying to Lana and then passes out. Lana leaves the panic room and tells the officers she will take him to the ship if they call for help for Lex. They agree and then leave the mansion.

Chloe and Clark sneak into the psychiatric hospital, via Super Shake, to review the records of the male officer. They find that Lex was observed taking the ship, and Clark runs to the mansion. He discovers the Sheriff and Lex.

The two officers take Lana to the warehouse where the ship was located, to blow it up. They don't find it, and Lana tries to escape but is knocked out. Their bomb is activated in the scuffle, the officers leave just as Clark arrives to find Lana about to be burned up from the explosion. He runs in and grabs her and rescues her. The officers are apprehended and Lana is treated at the scene and released. Lana and Clark discuss how Lex saved her life.

Lex recovers at the hospital and Lana comes to visit. They have a heart to heart and they talk about honesty and the truth. They agree to try and solve the mystery of the ship and to be friends. They hug as friends, and of course Clark walks by and sees them hugging. Poor Lana all she wants is a friend who will tell her the truth and be honest with her, but yet none of the men in her life will be honest with her.

Chloe and Clark talk about Lana at the Daily Planet. Clark tells Chloe that he loves Lana so much and wants to be with her for the rest of his life. Once again Clueless Clark doesn't see the heartache on Chloe's face as he tells her this. Chloe tells Clark he needs to tell Lana the truth about himself.