Chloe is nominated for prom queen; Her rival becomes a kryptofreak; Jason and Lex find a body.

What's up with Prom: At Smallville High's Prom, Chloe goes on a rampage. She gets her hands on an axe and proceeds to knock out Jonathan Kent on her way to the boiler room. While the rest of Smallville's students dance to Lifehouse, Chloe floods the boiler room with oil and lights a mop on fire proclaiming "You're all going to pay."

What's up with Dawn: Flashback to one day earlier; Chloe and Lana lament the upcoming Prom. Neither has a date and they decide to both go stag to the party. The two are then approached by Dawn, the prom queen to be, and she's upset, turns out she has competition for the crown and it's none other than Chloe! Things go from bad to worse for Dawn. First, her boyfriend breaks up with her, then as she decides that she's going to get Clark to go to the prom with her, she gets in a horrible wreck. Her body lies motionless next to several exposed meteor rocks.

What's up with Martha: Martha is driving home when she sees the broken barrier where Dawn's car swerved off the road. She however doesn't see Dawn, who stumbles into the road, seemingly fine. The car passes right through Dawn's spirit, which collides with Martha. Dawn's spirit now inhabits Martha's body. When Clark gets home he sees Dawn (in his mom's body) acting like a giddy teenager. They talk about prom and she tells him he's going and it's going to be the most important night of his life.

What's up with Lana: Martha (still possessed by Dawn) goes to work at the Talon and laces into an unsuspecting Lana. After the barrage of snide comments, she touches Lana and Dawn's spirit is transferred into Lana's body. When Clark walks in looking for his mom, Dawn asks him to prom. He hesitates and she takes that as a yes and heads off to help the prom committee, saying "laters," the same way she did while inhabiting Martha's body. As Lana, Dawn gets revenge on her ex-boyfriend by electrocuting him in the boys locker room. Clark is able to save him and sees Lana walking out, but Dawn hops from body to body until she ends up in her friend Harmony's.

What's up with Chloe: Chloe figures out that Lana and Martha were inhabited by Dawn's spirit. Dawn's body is in a coma at the hospital and Chloe, Lana and Clark wonder which body Dawn is inhabiting now. When Dawn, now as Harmony, walks in and spies her body disfigured from the crash, she decides to kill her body.

What's up with Lois: Dawn transfers her spirit to a nurse and then into Lois. She decides to go to prom and tells Clark he's taking her.

What's up with Lex: The body of Bridgett Crosby is found near the mansion. Crosby was Dr. Swan's assistant and has been missing for some time. Lex and Jason then spend the next 24 hours playing a cat and mouse game that ends up with Jason calling his mom and telling her Lex did exactly what they wanted. Lex disposed of the body and Jason got one of the Stones of Knowledge (the one Dr. Swan was going to give to Clark).

How it ends up: The Kents, Chloe, Lois (possessed by Dawn) and Clark all end up at prom, where it's announced that Chloe is the Prom Queen! When it's announced she wins, Dawn jumps into Chloe's body and walks up to accept the crown. She becomes very upset when she tries to eulogize Dawn and the crowd of students don't want to hear about Dawn, they demand Chloe! Upset, Dawn storms Chloe's body off the stage and begins the string of events that started the episode. Clark finds his dad and tells him to go get something then super speeds up and stops Chloe from burning down the school. Dawn then transfers herself into Clark and knocks Chloe out. Jonathan comes in with kryptonite and exorcises Dawn's spirit from Clark.

Clark ends up dancing a slow dance with Lana, who shows up at an opportune time. Lois consoles Chloe and Jason walks in just in time to see Lana and Clark get a little closer.