Smallville residents become trapped in their worst nightmares; Lionel is released from prison; Chloe finds her mother.

What's up with Lana: Lana goes to see Clark. She tells him she's worried about Jason and wants him to protect her. She professes her love for Clark and the two kiss. Before they can round first, Jason shows up and throws Clark off Lana. He knocks him out and proclaims no one can protect her from him. Turns out Lana doesn't need protecting, she punches him in the stomach and he falls out of the barn... but when he lands, he lands on a table at the Talon. Lana comes down from her apartment upstairs, concerned for Jason's safety.

What's up with Jason: As Jason lies in a hospital bed with Lana by his side, Clark and Chloe show up to see what's wrong. Lana tells them what happened, that Jason came by the Talon to pick her up and next thing she knew he was out cold. The doctors don't know what's wrong, just that his heart rate and blood pressure are sky high, even thou he's in a coma. He appears to be having a severe nightmare, and if they can't get his heart rate down, he may die.

What's up with Chloe: Chloe and Clark go to Lana's to pick up Jason's insurance card. While there Chloe decides to do some investigating to see what Jason's been up to, maybe there's clues there that might help. They find out he had a meeting at Luthorcorp that morning. When they get to Luthorcorp, it's deserted. Clark finds Lex, who seems preoccupied and annoyed Clark's there. He agrees to help anyway, Jason was there looking for work. While they talk, Chloe snoops around on her own. She ends up seeing her mom in a dimly lit room. It's a terrible nightmare and Clark finds her violently sleep walking in the plant.

What's up with Lex: Luthorcorp was creating a toxic bacteria for the military that produced extreme nightmares for those exposed. Meteor rocks were involved and the lab exploded. Lex is upset and takes full responsibility for his infected men. When the antidote is done, he goes in with the doctor to treat the sickest of his men. The antidote is unsuccessful and the worker dies, but not before he rips Lex's suit, exposing him to the toxin.

What's up with Lionel: The appellate court has overturned his conviction. The warden tells him, but Lionel isn't excited. He says he's found his mission in life, helping those in prison. Besides, he's guilty of so many wrongs. The warden shakes her head, it's not his choice, like it or not, he's a free man.

What's up with Clark: More people are coming down with the sickness and one person dies. Lana can't sit by while Jason and Chloe die, so she tells Clark she wants to help. They investigate and find out that there was a leak at the plant, hundreds could be infected. Just then, Lana slips into a nightmare state. She dreams she's in a morgue with her dead parents, and a dead Jason.

How it ends up: Lex goes to the hospital and tells the doctors what he knows. Clark brings in Lana and as he's arguing with Lex, he falls victim to the toxin. In his nightmare, Lana finds out he's an alien and blames him for her parents death. Just as Lana is about to plunge a stick of kryptonite into Clark, he wakes up! He runs to Luthorcorp and tells Lex to use his blood to save others. Lex looks intrigued but tells him they already have another antidote on its way. It just has to super heat. As Lex and his doctor argue about who they'll test the antidote on, Clark super heats it and it's ready. Lex grabs it and the doctor sarcastically asks who he'll kill next. Before Clark or the doctor can stop him, Lex turns the needle on himself.

In his nightmare, Lex is the President of the United States. He launches a nuclear attack and the world ends. Luckily, Lex's world doesn't end. The antidote is a success. Lex and the others are saved.

Meanwhile, Lionel is released from prison. When he's free he gets in a limo and is happy to see the person who set him free.

Lana goes to see Jason, who's packing up. He says he doesn't like who he's becoming and that's why he's leaving. Lana doesn't buy it and asks for the truth. He kisses her goodbye, tells her to be careful, and walks out of her life.

Chloe and Clark share a moment in the Torch's office. She tells him she really did find her mom three months ago and that she's in a mental institution. The kicker is, it's hereditary. Clark is there for her and she feels much better for telling her secret, much less alone. Unfortunately Clark can't seem to muster the same courage.