Lex and Lana are at the mercy of a deranged Smallville deputy who plans to keep them captive until Lex reveals the location of the Kryptonian spaceship. Meanwhile, the Kents can't see eye-to-eye on campaign financing.
→ see also Category:Screencaps from episode 5x11
At Lex's manor, Lex is unhappy that the race isn't going well for him when two police officers arrive and order him to evacuate as there's been a bomb threat. Lex is suspicious and when he tries to check his security, the police officers draw guns. Lex makes a break for it and his assistant gets gunned down while Lex gets into a security room. Lex taunts them from his secure room but they've cut off communications and the head cop, Greg Flynn, identifies himself as an ex-cop and wants to know where the spaceship is.
Clark and Lana are studying and Lana tries to get Clark to make out with her, but Clark holds back. Lana becomes upset and starts to leave. As she leaves, she drops a notebook with research papers about a spaceship. Lana reveals she's been working with Lex and is unhappy that Clark is trying to avoid the subject. At the manor, Flynn reveals that he was one of the deputies at the spaceship landing. Flynn says that he'll figure a way to get Lex out of the secure room.
Clark and Martha are discussing Clark's relationship with Lana. Martha suggests he should trust Lana as he did Pete and Chloe. They're interrupted by Lois, arriving to help with Jonathan's campaign as his manager. That night, Lana is driving along and talking to Chloe when the second cop (and Flynn's fiancée), Harris, pulls her over and takes her to the manor. Lana denies any knowledge of the ship but Flynn remembers her from the crash and Lex has no choice but to come out. Lex manages to get the drop on them and shoot out the scrambler Flynn is using. He and Lana both get back into the secure room, but Lex is shot in the chest.
Lois is at the Kent campaign center when Jonathan arrives and kicks everyone else out, then asks her where all the money for the last-minute publicity is coming from. She eventually reveals Lionel Luthor is the new contributor. Jonathan is not happy at the price he may have to pay. Clark visits Chloe for advice and asks her to figure out how long Lana has been studying the Black Ship. Chloe refuses to spy on Lana as she is also Lana's friend and intends to stay out of it. Chloe gets a call about Lana's abandoned car.
Sheriff Adams is checking Lana's car when Clark shows up and spots a GPS tracker in the wheel well, which he shows to Adams before speeding off. Seconds later, Adams gets a warning of a security alarm at Lex's and she calls Harris, who reassures her. Adams is still skeptical and goes to check it out. Flynn has cranked up the heating elements in the secure room while Lana tends to Lex's wound. They see Adams arrive on the security camera and meet with Harris in the hall. Adams barges into the main room and sees the dead assistant and Flynn, and Harris shoots her from behind.
Clark is back with Chloe at the Daily Planet, checking out the GPS serial number and tracking it to Flynn, figuring he was at the spaceship landing. They go to see his psychiatrist while Jonathan vents to Martha.
She confesses that she took the money from Lionel and tries to convince him it's OK. Lana is still tending to Lex and trying to keep him awake. He talks about his dream and how Lana was the best part of it. Lex admits he doesn't know where the spaceship is and that it disappeared. Lex passes out and Lana opens the vault and demands they give him help – in return she'll take them to the ship. Flynn agrees and they head out.
Clark and Chloe sneak into the psychiatry wing and check the tapes of Flynn talking about the spaceship. They figure Flynn went after Lex; Clark superspeeds there and finds Adams and Lex. Lana and the others arrive at the warehouse where Flynn reveals he's going to plant an explosive to draw the police and press, verifying his story. When they get there the ship is gone but Lana manages to release some pipes and hits Harris. Flynn drops the bomb while Lana battles Harris and Harris beats Lana. Clark gets Lex to a hospital and gets him to tell where Lana is.
With 34 seconds on the timer, Harris frees Flynn and they plant the bomb before running out. Clark superspeeds in and spots Lana and the bomb. It goes off and Clark makes a last microsecond rescue of Lana just ahead of the explosion. Flynn and Harris are sent flying.
Flynn and Harris are taken off and Lana admits it was her idea to lead the bad guys off, and that she saved Lex's life because he saved hers. Jonathan has come to terms with Lionel's campaign contribution by deciding to pay it all back by selling the back 40. Lana and Lex share a moment and Lex promises she'll always get the truth from him from now on. They resolve to be friends, and hug, as Clark comes in and sees them together. Later, Clark is grousing to Chloe about how Lex endangered Lana, and Chloe tells him that if he'd been honest, she wouldn't have linked up with Lex in the first place. Clark is left with something to think about.
- Tom Welling as Clark Kent
- Kristin Kreuk as Lana Lang
- Michael Rosenbaum as Lex Luthor
- Erica Durance as Lois Lane
- Allison Mack as Chloe Sullivan
- John Glover as Lionel Luthor (credit only)
- Annette O'Toole as Martha Kent
- John Schneider as Jonathan Kent
- Michael Ryan as Psychiatrist
- Chris Shields as Courier
- David MacInnis as EMT
- Dean McKenzie as Lex's Campaign Advisor
- Marc-Anthony Massiah as Security Guard
- Steve Archer as Deputy
- A lockdown is defined as "the confinement of prison inmates to their cells as a security measure following a disturbance in the prison."
- Lana and Lex enter into a lockdown of sorts in Lex's panic room when Greg Flynn and Deputy Harris attack.
- Antagonist: Greg Flynn and Deputy Harris
- Clark uses the following abilities in this episode: super speed, X-ray vision, invulnerability and telescopic vision.
- Lionel Luthor doesn't appear in this episode.
- This is the second time Lex has been shot in the space of a few weeks. He was also shot in Lexmas.
- When Clark is talking to Martha about Lana, he states, "I can't imagine ever loving anyone else." Just then, Lois pulls up in her car; this is likely a foreshadowing that Clark would eventually fall in love with Lois.
- In the same scene, a wrecked truck can be seen in the background, the same one that was wrecked in Splinter.
- This is the first episode since Solitude that Lois appears in where she isn't in any physical danger.
- During the tussle between Greg, Sheriff Adams , and Deputy Harris, Sheriff Adams gets shot but Officers no matter the type don't usually enter a pressure situation without a vest. It's possible she didn't see any danger or need for caution.
- The Kent’s have been fighting poverty for years so it’s odd that only now Johnathan considers selling the land. The money would have been a great help to them throughout the earlier seasons.
- The working title of this episode was "Closer" 
- The shots of the exterior of Warehouse 15, including its explosion, were from the Sylvester Stallone movie The Specialist.
- According to writer Steven S. DeKnight, the exchange between Lex and Lana in which he mentions Clark has "nice hair" and "how lucky he is" provides an insight into Lex's feelings of inadequacy and envy of Clark.
- Lex tells Lana about the dream he had when he and Clark were friends again, which was seen in Lexmas.
- Greg Flynn was the only survivor in the attack from the Disciples of Zod, which occurred in Arrival.
- Lex admits to Lana that the Black Ship disappeared, which occurred in Solitude.
- Lana says "What am I, your cousin?" to Clark. Clark's real cousin appears on Season Seven's season premiere Bizarro.
- Lex mentions the incident with the silos which occurred in Hidden.
- Sheriff Adams was last seen in Hidden.
- When Clark and Martha are talking on the farm you can see the wrecked truck Clark destroyed in Splinter in the background.
- This episode marks the 30th appearance of Clark's red jacket & blue shirt outfit, which he wears frequently throughout the series.
- Lex and Lana's partnership in investigating the Black Ship started to occur in the Splinter.
- Lex refers to Greg Flynn as Barney Fife, the fictional deputy sheriff in the American television program The Andy Griffith Show
- The repercussions of Clark's saving Lana from the Warehouse 15 explosion are revealed in Cyborg.
- This is the last appearance of Camille Mitchell as Sheriff Adams in this reality. However, she reappeared in an alternate reality in Season Seven's Apocalypse.
- Lois: Turn that frown upside down, Skippy, all right? Unhappy family members reflect badly at the polls.
- Clark: I'm looking forward to this campaign being over.
- Sheriff Nancy Adams: Mr Kent, what did you do, drop out of the sky?
- Sheriff Nancy Adams (on Clark's hunches): You've got an awful lot of those. I've said it before but I really could use a man like you on the force instead of some of these hayseeds.
- Chloe: Okay, Clark, this is what we're gonna do. You're gonna wait here. I'm gonna double back around and see if I can hack into the visitors' list to get us some passes so that then we can come back in and move and get right by that guy right there.
- Clark: I got it.
- Chloe: What did you do? [ Chuckles ] Super shake. Not bad. Not bad.
- Chloe: Lex. Clark, that's where they must be. (Clark super speeds off)...... Damn, I wish I could do that.
- Lex: D'you think I'd look better with hair?
- Lana: (laughs) Um, I don't know. I've never thought about it.
- Lex: Oh, I have. I've thought about a lot of things ... Clark has really nice hair.
- Lana: Yeah. Yeah, I guess he does.
- Lex: Does Clark know?
- Lana: That he has nice hair?
- Lex: How lucky he is.
- Chloe: Sorry, Clark, but I don't have a super speed mode. Get out of here. (she pushes Clark away from the computer) But I am the slickest blonde you'll ever meet.
- Smallville Season 5: The Official Companion
- Smallville Season 5: The Official Companion
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