Lionel and Martha are taken hostage. Clark must find a way to save his mother without exposing his powers.

What's up with Lana? Nervous about acceptance and wanting an actual family to belong to, Lana meets her biological father's wife, Mrs. Jennifer Small. Mrs. Small warns Lana not to get too close to Henry Small, who has a lack of interest in his other children, and is known to change his priorities at whim.

What's up with Lex? Lex is beaten out of a $150 million deal by Lionel. Finding surveillance devices in the mansion, he decides Lionel is spying on him. Lex confronts Lionel about his "bug" problem, then gives the go ahead to arrange a bugging at LuthorCorp headquarters in Metropolis. When Lex realizes that Lionel and Martha are at headquarters on the day the bugging is planned, he tries to abort the operation. Greed turns the surveillance team on the boss. They've planned to break into the LuthorCorp vault.

What's up with Martha? Jonathan is planning a Sunday picnic to celebrate their wedding anniversary. Martha is expected at a meeting in Metropolis with Lionel Luthor. She leaves after an angry argument. At LuthorCorp headquarters, Lionel gives Martha a gift of a beautiful watch and offers a promotion and Metropolis office. As Martha tries to refuse, the surveillance team thugs take them hostage at gunpoint. Lionel uses his secret personal panic button to summon police. One thug kills the boss who refused to join their criminal plan, and all guns are drawn in a tense moment. Lionel and Martha talk regretfully about their last conversations with Lex and Jonathan. The thugs break into the vault, finding it filled with green kryptonite bars, confidential files, and the octagonal disk/key to Clark's spaceship that was lost during the twister. Martha notices a confidential file marked "Clark Kent" among those from the vault.

What's up with Jonathan? Lex calls the thugs, who still don't know his identity. They tell him what they've found in the vault. He says he knows a way out of the building if hostages are freed. Jonathan overhears Lex's conversation, suspecting and threatening him if he finds that Kex is involved in this mess.

What's up with Clark? In Metropolis, Clark is stopped from entering LuthorCorp by a cop. Clark gets into The Daily Planet building, and peers down from the roof. We know he's afraid of heights. Clark steps back, then takes a flying leap to the tall building across the street, LuthorCorp. He lands, breaking through a window. Clark bursts into the room where the hostages are being held, overtaking the thugs, then falling helplessly to the floor because of all the kryptonite bars in the room. At the same time, Martha screams at Clark to get out. She pushes the cart of kryptonite back into the vault, closing the door. A thug threatens Lionel with a drill to his head. Clark stops him, as Lionel shoots the thug dead. Martha whispers to Clark to burn the confidential files with his heat vision, protecting his secrets. The police burst into the room.

How it ends: Outside of LuthorCorp afterwards, Martha and Jonathan happily reunite and leave with Clark. Lionel has realized Lex's involvement, and bitterly tells him he'll move out of the mansion. Lex is left alone, realizing his blame. Martha wants to resign from LuthorCorp. Now that the Kents know that Lionel may know too much about Clark, Jonathan thinks its best she continue working with Lionel to monitor his moves, in the interest of protecting Clark. We see that Martha has the spaceship key/disk, which she picked up in the hostage confusion. She hides it in a bin of flour without telling Jonathan or Clark that she has it.