A Smallville High student doesn't want high school to end; Lex and Lionel are tortured; Genevieve goes after Lana.

What's up with Chloe: Chloe signs a yearbook for Torch photographer Brandon. When the bell rings for class, Chloe notices that there's no one around. Brandon has vanished and there are no students or teachers roaming the halls of Smallville high. When she finds another student, Haley, she notices Haley is frozen in place, the only things that can move are her eyes. Chloe freaks and begins running through the halls trying to find an exit, but they're all locked. When she opens the window a flash of light beams through. The school has been recreated in an abandoned warehouse, and there's no way out!

What's up with Clark: Clark decides he's going to Central Kansas University, much to the displeasure of his parents.

What's up with Brandon: Chloe discovers there are others at the faux high school. They tell her to play along or else. Chloe isn't convinced until she finds out Brandon is behind her imprisonment. He isn't ready for high school to be over, and if you cross him, he freezes you alive!

What's up with Lana: Lana declares that she's staying in Smallville after graduation. She wants to leave someday, but for the right reasons. When The Torch isn't published, Lana and Clark become suspicious and begin looking for Chloe.

What's up with Lex: Jason captures Lex and Lionel and ties them up next to each other. Genevieve and Jason want to know where the missing stone of knowledge and begin torturing the Luthors in order to find out.

How it ends up: Lana is captured by Brandon and Chloe explains to her what's going on. They devise a plan to escape. It's pretty simple, Chloe distracts Brandon and Lana hits him over the head. The two take the passed out villain's keys and make a break for it. They meet Hailey, who was also in on the plan, but Lana trips and Chloe waits for her. Brandon wakes up and catches them trying to leave. He kills Hailey and returns Lana and Chloe to the faux school.

Lionel finally cracks and tells Genevieve that he gave the stone to Lana, she is the chosen one after all. Lex tries to divert the attention from Lana, but it's too late. Genevieve goes after Lana while Jason stays behind with the Luthors. Lionel mocks Jason until he leaves the Luthors alone and then Lex and Lionel work together and get free from their bonds. Jason catches them fleeing and a chase ensues. Lex and Lionel split up and Lex ends up fighting Jason and backing him up to the edge of a cliff. Just as Jason's about to tell Lex about Clark, Lionel shoots him and he falls into the river below. Lex tells Lionel if anything happens to Lana, he'll wish he'd been the one falling off the cliff.

Clark and Lois track down the warehouse and break in. Clark is able to save everyone except Brandon, who freezes himself and shatters as he falls down the stairs. When he dies, everyone who's been frozen thaws out, including Lana in Clark's arms.

Chloe, Clark and Lana pack up their belongings and leave Smallville High for the last time. Chloe's off to Met. U, while Clark and Lana plan to stay in Smallville.