After a secret meeting with Lionel, Lana is shot at the Daily Planet by a mysterious gunman. Jimmy is knocked out while studying photographs of the scene and dreams about a 1940, black-and-white version, of Smallville. Jimmy finds himself playing the role of a reporter with Chloe his secretary, and a bumbling Clark also works there, as his sidekick. Jimmy's investigation leads him to Lana, who turns out to be a very evil femme fatale who plans to orchestrate the murder of her tycoon husband Lex by using Jimmy as the patsy. Jimmy's research further takes him to a notorious nightclub owned by Lionel Luther, and Lois is a sultry singer working at club who is having a fling with Lex to help him orchestrate the murder of Lana. Meanwhile, back in 2007, Clark discovers why Lana married Lex after Chloe learns it from Lana. Also, Lois further meddles in the shooting case by stealing a silver-lined cigarette case which holds a clue.

Lex has been secretly trying to turn Wes Keenan, a military man who supposedly died fighting in Afghanistan, into a "super soldier" by injecting him with DNA pulled from the various meteor freaks he has captured. After a crooked senator, Ed Burke, who has been financing the 'Project 33.1', threatens to expose Lex's secret labs, he dispatches Wes to kill the senator. But Lois witnesses the attack and inadvertently becomes the super soldier's next target. Meanwhile, Clark tries to convince Lana to leave Lex, but she refuses and Clark becomes more suspicious about Lionel's involvement with Lana's motivation. Following Senator Burke's murder, Martha is asked to be his replacement in Washington D.C. which means leaving Smallville (and Clark) behind.