→ see also Category:Screencaps from episode 5x19
Lionel Luthor is taking a business call in his limo while reading the Daily Planet, which features a headline about Martha Kent. After he ends the call by firing the people he was talking to, the partition in his limo suddenly appears, and a figure wearing a silver mask appears on the TV. The limo stops short on the train tracks, and Alex, the driver, is shown leaving the limo. The figure forces Lionel to play hangman, if he loses, the car will get hit by the train. Frantically, Lionel calls out letters as the train comes closer and closer. He eventually guesses the phrase, which is "No Mercy". Just in time, the doors unlock and Lionel exits the limo seconds before it gets destroyed by the train. He passes the Smallville sign, where the words "Having fun yet?" are spray-painted across it.
While Lex is playing chess in the Luthor Mansion, Lionel enters and makes suggestive remarks about his incident in the limo, then accuses Lex of orchestrating the event. Even though Lionel recently tried to take take LuthorCorp away from Lex with the Apex takeover, Lex denies having anything to do with it. Lex only appears worried about Lionel's safety because he considers a threat against him to be a threat against LuthorCorp.
As Clark enters his house, Martha reads him a speech she prepared for the Civil Liberties Fundraiser. He then warns her that Lionel knows his secret. Concerned, Martha tells him that she trusted Lionel to take care of the video sent to her, which showed Clark surviving the explosion in Warehouse 15. Clark advises her to keep quiet about this situation until they know Lionel's motives, and Martha leaves for the fundraiser.
A man is checking Lionel's office for concealed electronic devices while Lionel is acting impolite to him. After the man leaves, the figure's face suddenly appears on his laptop and repeats one of Lionel's rude comments. Nervously, Lionel looks around for surveillance equipment, and the figure declares that he sees everything. Suddenly, all the lights in Lionel's office go out. Lionel grabs his gun and makes a call to 911, only to hear the figure's voice answer the call. The figure sneaks up behind Lionel and knocks him out, wanting to play another game.
After waking up in a dark room, Lionel lights a match and gets startled by the sight of a charred corpse. Just as he screams and drops the match, several TVs turn on showing the figure, who reveals that he was destroyed by Lionel's greed. A bright light shines on Lionel, showing two buckets of an unidentified liquid. The TVs show a video of how this next game is played. Lionel must fill the buckets with the liquid, which is highly flammable, carry them on a pole, and balance the pole on a hook hanging from the ceiling. In the video, Alex, the limo driver, wasn't able to balance the buckets and was burned to death. At first, Lionel refuses to play the game, but the figure tells him that the room will be consumed by flames in ten minutes. Pipes beneath Lionel's feet start sending flames shooting through the floor.
Lex is playing chess with Lana in the Luthor Mansion. She asks Lex why they have been avoiding mentioning their kiss for the last week. Lex tells her that it's a memory that will always stay with him. Their conversation is interrupted by a phone call, and Lana leaves, going to Metropolis. Lex answers the phone call, telling the person on the other end to make sure no one knows Lionel is missing.
Back in the flame-lit room, Lionel is carefully carrying the liquid to the hook while fire surrounds his feet. Several flames flare up as Lionel spills some liquid. The figure continues to mock him, accusing Lionel of killing his parents, but eventually, Lionel is able to balance the liquid on the hook. He is suddenly thrown into another room, where the figure declares that it's time for another game, but this time, he will need a partner. Lionel then sees Martha, who is sealed in a soundproof, impermeable chamber. As water begins filling the chamber, Martha and Lionel desperately try to talk to each other. Lionel finds a switch which allows them to converse, but he is unable to shatter the glass-like chamber. The figure shows him a sign with the words "a Toad like Fever" spelled out. He must find a hidden meaning in the words, or Martha will die.
Clark is with Chloe in the Daily Planet, talking about Lionel, when he receives a call from Lois. According to Lois, Martha never showed up at the fundraiser in Metropolis. Chloe and Clark visit Lionel's office, where Lex is asking an employee to search the building's security videos. Clark demands to know what's going on, and Lex tells him that Lionel was taken from his office. The last call he tried to make was to 911, and the call was made during a gap in the building's security tapes. Clark x-rays the room and sees a device hidden in a statue. After Lex smashes the statue, Chloe examines the device, deciding to power it up to trace the signal.
Meanwhile, Martha and Lionel are still trying to solve the word puzzle. They figure out that it's an anagram, with the true meaning scrambled. Martha's body is now halfway submerged in water.
As Chloe attempts to hack the sequence of the device, Lex leaves the room to take a call from Lana. Chloe is able to locate an address five miles away from LuthorCorp, which Clark and Lex drive to.
Martha and Lionel have unscrambled the letters and come up with the phrase, “To dare Fake evil”, although they still can’t find any meaning in it. The water level is now up to Martha’s shoulders. Lionel frantically screams that his captor wants him to fail, and he begins thinking of a new meaning of the anagram, “Failed Takeover”. At this moment, Martha is completely submerged in water. Panic-stricken, Lionel figures out that Apex was the failed takeover. Martha’s glass chamber shatters just in time, and Lionel and Martha embrace. The figure shows them a stairway out of the room, which will lead to their final game. They go up the stairway and walk into an elevator just as the floor electrifies. The door of the elevator immediately locks them in. As the elevator rises to the top of the building, Martha asks Lionel about Apex, and why he needed it to teach Lex lessons. Lionel replies that Apex was an Asian consortium he used to try to take back LuthorCorp from Lex, but in the process, many investors lost everything. He was trying to teach Lex hard lessons, hoping he would rediscover his own humanity, but Martha doesn’t understand why they couldn’t just have a father-to-son talk. The figure reappears on a TV inside the elevator, and a box opens with a gun in it. Either Martha could kill Lionel, or Lionel could kill Martha, and the winner goes free. If one of them isn’t dead, the elevator cable will explode, and they both will die.
Chloe is still in LuthorCorp, on the phone with Clark, who has just entered a dark building with Lex. They look around the building, but they can’t find any people. All they find is a TV with a piece of paper over it that says "Game Over". Clark takes the paper off of the TV, and finds a live video of the elevator where Martha and Lionel are being held captive. Lex and Clark look on as Lionel tells Martha that she should live because Clark is a very “special boy” and he depends on her, especially now that Jonathan Kent is gone. Even though Lionel continues urging Martha to shoot him, she can't bring herself to do it. Lionel decides to shoot himself, only to discover that the gun is empty. At this time, Lex and Clark lose the video feed from the elevator. Over the phone, Chloe tells Clark that Martha and Lionel are being held somewhere across town. While Lex is talking to his security team, Clark super-speeds away.
The figure enters the room next to the elevator and reveals to Martha and Lionel that he was never going to let them go; the game was rigged. He takes off his mask, but Lionel can't seem to recognize him. Lincoln Cole is the man that was checking Lionel's office hours earlier for electronic devices. Lionel begs him to let Martha go. After Lionel apologizes, the man explodes the elevator cables, and the elevator begins falling.
Meanwhile, Clark enters the building and x-rays the elevator shaft, seeing the elevator fall at an alarming rate. He bursts through the wall and catches the elevator. Martha and Clark embrace while Lionel, stunned at Clark's abilities, thanks Clark and leaves the building.
At the Kent Farm, Martha tells Clark that what happened was not Lionel's fault, but Clark believes it is. Even though Lionel was willing to sacrifice himself, Clark still thinks he can't be trusted; however, Martha thinks they might have to trust him to protect Clark's secret.
As Lionel is examining the gun in the building, Lex enters and tells him that the figure was a man named Lincoln Cole. He didn't care if he was caught, he just wanted Lionel dead. Lex also confronts Lionel about what he meant when he said that Clark was a special boy, but Lionel doesn't give away Clark's secret; he just tells Lex to stop obsessing over him.
Later, Clark visits Lionel's office and Lionel reveals he's known Clark's secret since he held the crystal that helped to form the Fortress of Solitude. He hasn't told anyone because revealing Clark's secret would change his destiny and harm Martha. Despite this, Clark is still suspicious that Lionel knew the gun wasn't loaded. Before leaving, he gives Lionel a firm warning to stay away from his mother. Later, after Clark leaves Lionel grips his head in pain as he falls to his knees before writing furiously at his desk.
- Tom Welling as Clark Kent
- Kristin Kreuk as Lana Lang
- Michael Rosenbaum as Lex Luthor
- Erica Durance as Lois Lane (credit only)
- Allison Mack as Chloe Sullivan
- John Glover as Lionel Luthor
- Annette O'Toole as Martha Kent
- John Schneider as Jonathan Kent (credit only)
- Dalias Blake Security Guard
- Lauro Chartrand as Lionel Stunt Double
- To show Mercy to someone is to withhold from harming them.
- Mercy also means to be at the command of someone.
- Lionel and Martha were at the mercy of Lincoln Cole.
- Antagonist: Lincoln Cole
- 'NO MERCY' is also the numberplate on Tess Mercer's car, first seen at the end of the Season 8 episode, 'Toxic'.
- Clark uses the following abilities in this episode: super strength, super speed, and X-ray vision.
- Lois Lane and Jonathan Kent do not appear in this episode.
- Lana's phone number is listed as 555-0164 (this was also Chloe's phone number in Cool).
- Clark catching Lionel and Martha in a falling elevator is similar to scene in Superman II where Lois Lane is trapped in a falling elevator.
- Also, Clark stopping the elevator instantly without slowing it down before would cause the same result as crashing onto the ground.
- This is the third and last episode where Lionel has the most screentime in. 
In Other Media
- Lincoln Cole's costume of a silver mask and a cloak bears a striking resemblance to the look of the Marvel Comics supervillain Dr. Doom.
- Lincoln Cole is a former employee of the Apex Corporation. In the comics, Alan Scott worked as an engineer for Apex Radio, during the 40's.
- When Martha reads her speech to Clark, she mentions "truth, justice and the American way." This is a long-running description of what Superman stands for, dating back to the 1950s. In the Richard Donner film, these are the same words uttered by Superman when Lois Lane is interviewing him. When Martha is done reading the speech, Clark says those are words to live by.
- In the closing scene, Lionel and Clark are talking about Clark’s secret. Clark asks Lionel why he hasn't revealed his secret. Lionel says, "What..., tell them that you are some strange visitor from another planet?" That is a direct quote from the opening credits to the 1950s Superman series called "Adventures of Superman".
- This episode bears a resemblance to the film "The Game" starring Michael Douglas. The main difference is that in the film, we learn that it was his brother who set up the game to shake the main character out of his isolation.
- Martha infers that Lionel knows Clark's secret due to a video of Clark surviving the explosion in Lockdown. Martha had asked for Lionel's help in keeping this video secret in Cyborg.
- Lionel reveals that he's known Clark's secret since he held the crystal that helped to form the Fortress of Solitude in Commencement.
- Lana mentions the kiss that occurred with Lex in Fragile.
- Lionel tells Martha that Apex was an Asian consortium he used to try to take back LuthorCorp from Lex. Lex become Vice President of LuthorCorp in Season Three and began running the company since Season Four.
- This episode marks the 35th appearance of Clark's red jacket & blue shirt outfit, which he wears frequently throughout the series.
- This episode bears many similarities to the Saw franchise, with a very similar style of video message from the captor as well as seemingly inescapable and deadly "games" designed to teach some kind of lesson, taking place within a run-down industrial setting. The captor having been a seemingly innocent character from earlier is also very similar to the twist ending of the first film.
- Chloe refers to Lionel as "Darth Luthor;" Darth is a title used in the Star Wars films for the evil Sith.
- Lex: I may not like you very much, dad, but you're a valuable asset to LuthorCorp. Killing you would hurt the bottom line.
- Lionel: Your concern is truly touching.
- Lionel: I only want what's best for you and your mother, son.
- Clark: You don't call me that. Jonathan Kent was my father.
- Lionel: No... I am not trying to take his place.
- Clark: You couldn't.
- Lincoln: (to Lionel) Genuine concern for another human being? I suspected your relationship with the senator was more than just political.
- Lex: It's a shame, isn't it? It takes a crisis like this to get us in the same room together. Look, Clark, maybe when this is all over, we can try to find our way back to some common ground.
- Lex: Lincoln Cole. That was the name of the man who did all of this.
- Lionel: You found him?
- Lex: In a bar around the block. He was...toasting your demise. Didn't care if he was caught, as long as you were dead. The authorities had to sedate him when he found out you weren't.
- Lionel: Powerful men, son. We attract the occasional lunatic.
- Lex: It wasn't insanity that drove him to that, Dad. It was you.
- Lincoln: I stood right in front of you today; you didn't even know who I was. You didn't see the house I lost. The wife. The children. An entire life gone because of your little game with Apex. I'm no one. Just another piece of Lionel Luthor's collateral damage.
- Employee (Lincoln): Well, there are no concealed electronic devices here, in the office anywhere. Sir, the office is clean.
- Lionel: I hope so, for your sake. Or you'll find yourself working in a convenience store watching hot dogs spin.
- Lionel: (to Clark) That was ... miraculous. Thank you... son!
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