Lionel plans on having Lex's memory erased using radical shock therapy. Clark and Chloe try to stop the procedure, while three of Clark's former adversaries team up against him. Lana meets and bonds with Adam, who's also in physical therapy.

What's up with Lex: Lex is being medicated at the Belle Reve Sanitarium. Clark is led in to see him and on the way runs into three enemies from his past who have been committed to the asylum. Lex is painting when Clark reaches him and seems extremely happy to see him. He tells Clark he knows his secret and that he wants Clark to help break him out. When Clark refuses, Lex attacks him and Clark is shaken by the mental state of his friend. That night an orderly comes into Lex's cell to give him his medication. Lex stabs him with a shiv and takes his ID card. He then fights his way out of the sanitarium but is recaptured by guards just as he begins to scale the fence.

What's up with Clark: Clark struggles in his decision on how to help Lex. His parents both tell him to stay out of it, but Clark won't sit back and let his friend be drugged. He digs up all of Lex's medical files and when he finds that Lex is scheduled to receive a radical shock therapy that is designed to erase a patient' s short term memory, but has a high chance of leaving Lex brain dead, he and Chloe decide to confront Lex's doctor. They're able to convince Doctor Foster not to do the therapy, but they later find out that on her way to sign Lex's release papers, she's killed in an auto accident.

What's up with Lana: Lana is in rehab, doing physical therapy in order to learn to walk again. While in therapy she meets Adam. Adam's rehabbing a broken back and the two bond when he gives her some tough love and tips on recovering more quickly . The lesson is taken to heart and Lana's recovery is sped along. Before she's discharged, Lana gives Adam some desserts and promises to come back and see him. Adam says he doesn't want to come between Lana and her boyfriend, but Lana tells him there's nothing to get in the middle of and the two decide to stay friends.

What's up with Clark's former adversaries: Van (Episode Extinction), Ian (Episode Dichotic) and Eric (Episode Leech ) are all in the Belle Rev Sanitarium because of Clark, and all three want their revenge. Van is distrustful of the other two but tells them he knows how to weaken Clark. When Van gets a piece of kryptonite, he tells Ian how it will weaken Clark, Ian surprises Van and kills him, saying he was right not to trust him.

How it ends: Clark decides the only chance of saving Lex is to bust him out. As Clark is freeing Lex, Ian hits him in the back of the head with the piece of kryptonite. Ian and Eric beat up Clark and Lex and drag Clark away, leaving Lex bleeding on the ground. Lex is soon discovered by orderlies and is taken to a room where a doctor is ready to begin the shock therapy. As Lex is restrained on the table, Lionel steps out of the shadows to watch the procedure. Eric and Ian take Clark to the generator room, where they plan on using the electricity to allow Eric to absorb Clark's powers. Just as the shock therapy is beginning, Eric absorbs Clark's powers and the Sanitarium goes dark. Ian is ready to leave, but Eric tells him now that he has Clark's powers, he doesn't need him anymore and knocks him out. He then begins to throttle Clark. Clark finds the kryptonite and uses it on Eric, who is now affected since he has Clark's powers. Clark then reverses the process, but in the result is that the electricity is back on, and Lex's shock therapy continues. Clark tries to get to Lex in time, but is too late and he gets there in time to see Lionel leaning over the body of his son.

Clark goes to see Lex at the mansion once he's recovered. Lex is happy and content and remembers nothing from the past months. He thanks Clark for his friendship and gives him a hug. Clark then goes to Lana's welcome home party at the Talon. He hasn't seen her since right after the accident. He sees her from across the room, but as she moves towards him, she's swept up by other party goers. Clark turns and walks out.