On the eve of the Smallville High School Prom, stuck-up Prom Queen candidate Dawn Stiles is comatosed after crashing her car into a ravine filled with kryptonite. Disembodied, Dawn finds her spirit can possess the bodies of others, so she continues her quest to become Prom Queen.
→ see also Category:Screencaps from episode 4x18
It's Smallville High School's Senior Prom and the popular band Lifehouse is performing their song "Come Back Down". The crowd is dancing and the night is perfect for everyone in the Class of 2005, except for Chloe Sullivan. Chloe is seen breaking a fire axe out of its glass case, striking Jonathan Kent down the stairwell, and busting open an oil line in the school boiler room. She is wearing a formal dress and tiara with her makeup running down her face. She opens the furnace and prepares to burn the school down.
One day earlier
Lana is discussing Chloe's scathing new article in the Smallville Torch, where Chloe has denounced the idea of electing a prom queen, saying the popularity contest is an obsolete archaic tradition that ruins the high school experience. Lana thinks Chloe is skipping the prom with her, but Chloe is surprised that Lana isn't going. Lana says she would rather not show up with Jason since he was fired for dating her, and Chloe encourages her to help "put stag back in style". While they are talking, Dawn Stiles marches up to confront Chloe, mad about the article. Dawn is fiercely popular queen bee among students and is the frontrunner to win the Prom crown. Chloe isn't intimidated and sarcastically remarks that Dawn will win anyway as everyone is scared of her rumor-spreading in school. But to Chloe's surprised shock, apparently she has also been nominated as a prom queen candidate.
Lex and his security team are on the grounds of the Luthor Mansion. A dead body has been found partially buried. Jason appears just as a guard announces the body's identity — that of Bridgette Crosby. Jason knows she worked with Dr. Swann and starts to ask questions, but Lex orders him escorted off the grounds.
Clark is waiting for Chloe in the Torch office, also amused that she has been nominated. She doesn't understand how it happened until Clark says that she's the chosen "battle cry" for all the unpopular students trying to break out of their mold. She gets him to admit that he has lobbied her nomination and asks whom he's taking to the prom. Clark mumbles that he probably won't go. She is disappointed but also annoyed, and says high school is about to end and they're all stuck in a rut, but she's willing to go on stage in a sash while Clark (and Lana) sit at home thinking about what could have been.
Dawn and her two girlfriends are discussing prom night preparation at the Talon when she spots her boyfriend Billy Durden talking to another girl. Dawn acts obnoxious and bossy and Billy surprises (and upsets) her by openly dumping her. She says it doesn't matter, she'll just get a new prom king. While driving home, Dawn is busy looking at the school yearbook for potential dates, instead of paying attention to the road. She sets her sights on Clark, but the car crashes through the guardrail into Carlton Gorge, revealed to be full of meteor rocks. Night falls and Dawn wakes up, stumbling onto the road. She flags down an upcoming vehicle, driven by Martha Kent. However, Martha sees nothing and her truck drives straight through Dawn, who is actually a disembodied spirit. A purple mist swirls and Martha stops the car abruptly. Dawn's spirit has been transferred into Martha's body and possesses her.
Clark arrives home that night to find his mother dancing weirdly to loud pop music, eating ice cream right out of the carton and acting strange and ditzy. "Martha" flirtatiously asks him if he has a date for the prom and Clark reminds her that he's not going. "Martha" gets upset, saying prom is too important to miss and insists he go with her. Clark is confused, since Martha is already going with Jonathan as chaperones. Lois comes downstairs and "Martha" jealously accuses Clark of going with Lois instead. Lois and Clark are appalled at the accusation, and Lois thinks Martha is drunk. "Martha" stomps off and Clark offers to drive her to work, but she turns him down and leaves.
"Martha" arrives at the Talon just as Lana comes out of her apartment. "Martha" asks her why she isn't on the decorating committee and when Lana says she's not going, "Martha" says rude things about how Lana thinks she is above it all. Lana gets upset and turns to go. "Martha" grabs her shoulder and Dawn's spirit jumps from her to Lana. Pleased with her new form, "Lana" leaves, runs into Clark on the way out and asks him to prom. Clark is skeptical at first, but quickly agrees to go. "Lana" leaves to help decorate and a confused Martha tells Clark she doesn't remember how she got there.
"Lana" arrives at the school and orders the volunteers around. She sees Billy and asks him about his breakup. He says he's glad Dawn isn't around and "Lana" gets upset momentarily, then flirts with him. She tells him to get cleaned up and she will meet him later. Clark arrives at the school shortly afterward and asks Chloe if she's seen Lana. He tells Chloe about how his mom, then Lana, started acting strange. "Lana" takes a frayed electrical cord and holds it up to the metal lockers in the room. Billy is wet from the shower, standing at the other end, and starts to convulse from electrocution.
Clark superspeeds into the locker room. He knocks Billy out of the charge and sees Lana leaving. He goes to approach her, but Dawn's spirit jumps to another student, then another, until she is in the body of her friend Harmony. Lana is left confused as to how she even got to the school, or why she would want to hurt Billy. Chloe and Lana realize that Billy dumped Dawn and trace the strange behavior to Martha's last memory — driving near Carlton Gorge. Chloe says Dawn is in a deep coma at Smallville Medical Center and they guess that she is transferring her spirit.
They go to the hospital to check in with Clark, who is there with Billy, and get an update on Dawn. "Harmony" shows up and sneaks into Dawn's room. Lana feels guilty for whatever she did as Dawn, and Clark admits to her that she asked him to prom. They both agree that since she wasn't herself, she didn't really mean it. A nurse catches "Harmony" in Dawn's room and shortly afterward, she comes out to report that Dawn has died, secretly revealing that she is responsible for the death. Lois is also at the hospital trying to get treatment for her dog allergies, and the same nurse approaches her and offers to help.
Jonathan and Martha are preparing to go chaperone the prom and they tell Clark they hope he doesn't regret missing it. Martha correctly guesses that Clark isn't going because he can't go with Lana. She says she rented him a tux "just in case." Just as they leave, "Lois" shows up in a revealing pink gown and announces that Clark is taking her to the prom whether he likes it or not.
Jason is hacking into Lex's email and finds a message that says he had a meeting with Ms. Crosby the same day her body was found. Lex catches him and Jason also asks him about an artifact mentioned in the email. When Lex won't answer his questions, Jason threatens to tell the authorities that a body was found but Lex seems unconcerned. Jason shows Sheriff Adams the spot where Crosby's body was found, but not only has the spot disappeared and been replaced by a gazebo, but Sheriff Adams announces that no database has a record that anybody by the name of Bridgette Crosby even existed. She is impatient with Jason's claims and Jason is frustrated that Lex has covered the whole thing up, but when she drives away, he makes a phone call to his mother and reports that everything went as planned — Lex took care of the body and he has the artifact from Bridgette.
Clark and "Lois" arrive at the prom, as Chloe also arrives. Chloe approaches Clark and says she's surprised but glad to see him. He says that he decided to come because he wanted to see her win. The music stops for the announcement of Prom Queen and Chloe wins! "Lois" hugs her before she goes to accept the tiara, and Dawn's spirit possesses Chloe. Going unnoticed by most viewers, the Prom King title was never mentioned. Now normal, Lois asks Clark why she's there and Clark realizes that Chloe has been possessed. "Chloe" accepts her crown and begins a strange speech in which she enthusiastically talks about how being Prom Queen is her lifelong dream and how Dawn Stiles really deserves the crown. The crowd begins to boo and chant Chloe's name. "Chloe" gets angry and storms off. She is again seen knocking Jonathan down the stairs as she makes her way to the boiler room to set the school on fire.
Clark finds Jonathan and explains what's going on. Clark prevents "Chloe" from starting the fire, addresses Dawn and tells her to let Chloe go. She taunts and touches Clark instead and possesses his body. Chloe is restored to normal, while "Clark" plucks the tiara off her head and hits the confused Chloe across the room. Jonathan arrives and uses a chunk of meteor rock to incapacitate "Clark" and force Dawn's spirit out. Chloe pretends to be knocked out and sees the entire exchange. Clark helps her up and gives her back her tiara.
They go back to the prom and Lois has figured out what happened. Clark offers her a dance but Lois turns him down because she knew that Clark really wanted to dance with Lana, who also arrived. Clark and Lana share a dance while Chloe and Lois looks on. She admits to Lois that it still hurts that Clark abandoned her at the freshmen Spring Formal, but Lois tells her that Chloe is headed for bigger and better things than Clark. As Clark and Lana continue to dance, Jason arrives and sees them together, and leaves unseen angrily.
- Tom Welling as Clark Kent
- Kristin Kreuk as Lana Lang
- Michael Rosenbaum as Lex Luthor
- Jensen Ackles as Jason Teague
- Allison Mack as Chloe Sullivan
- John Glover as Lionel Luthor (credit only)
- Annette O'Toole as Martha Kent
- John Schneider as Jonathan Kent
Special Guest Star
- Béatrice Rosen as Dawn Stiles
- Camille Mitchell as Sheriff Nancy Adams
- Kandyse McClure as Harmony
- Bud the dog as Shelby
- Jesse Hutch as Billy Durden
- Veena Sood as Schooolteacher
- Dan Joffre as Hospital Receptionist
- Biski Gugushe as Groundskeeper
- Katya Virshilas as Blonde Dawnette
- Rebecca Reichert as Admissons Nurse
- Ecstasia Sanders as Talon Girl
- Leela Savasta as Talon Girl
Music Performed By
- "Come Back Down" - Lifehouse (Chloe is about to burn the school down)
- "Higher Mathematics" - Split Habit
- "Good to Know" - Tim Cullen
- "La La" - Ashlee Simpson
- "Not Gonna Wait" - Lamar
- "Blind" - Lifehouse (Lois and Clark get to the prom)
- "Undone" - Lifehouse (Lana arrives at the prom)
- "You and Me (Wedding Version)" - Lifehouse (Clark and Lana dance together)
- A "spirit" is a soul separated from its body at death.
- The title refers to Dawn Stiles, who, after crashing into a ravine full of kryptonite, emerges as a spirit that can possess others.
- Antagonist: Dawn Stiles
- Dawn transfers her spirit a total of nine times before Jonathan Kent forces Dawn's spirit to leave finally.
- Clark uses the following abilities in this episode: super strength and super speed.
- Lionel Luthor does not appear in this episode.
- Chloe learns about Clark's weakness against green kryptonite.
- The prom theme is "Look to the Stars."
- Clark's (presumably junior year) dedication in the yearbook reads, "Wow! Done with another year. But it was definitely another good one. Can't wait for the summer to hang around at Crater Lake with PR, CS, and the two LL's. Thanks mom and dad for everything! And of course I'll still be around the farm to lend a hand... See everyone else next year!"
- Lifehouse, the performing band, has had several of their songs featured on the show throughout its run and has contributed to both Smallville soundtracks. This guest performance helped their song "You and Me" stay on the US Singles charts for over a year. 
- Even though almost all senior proms have a King and Queen, no Prom King is mentioned in this episode, quite unlike the pilot, where Lana and Whitney were crowned (they were crowned Homecoming King and Queen)
- When Jason is looking through Lex's mail, one of the messages says "Hi Lex, remember me?" from Kaleena Kiff. This is the name of an actress who played a minor role in Lucy.
- Jesse Hutch also played Troy Turner in Season One's Shimmer and in Season Two's Redux.
- Ecstasia Sanders is also in Season Three's Whisper and Season Five's Oracle.
- Steven Grayhm makes an unnamed first appearance in this episode, when the prom queen is announced. He reappears formally as Brendan Nash in Forever.
- Shelby was last seen in Lucy, although he was in a deleted Scene of Onyx.
- When Clark and Chloe see each other at the dance, they recognize the similarity of the situation and reference their aborted Spring Formal date back in their freshman year in Tempest.
- Lex has emails from Dr. Sinclair about the seeds they were producing in Onyx.
- Nancy Adams was last seen in Pariah.
- Bridgette Crosby was last seen acting in Dr. Swann's place in Crusade and Transference.
- Jonathan seems completely recovered from the gunshot wound to the leg that he received from the evil Lex in Onyx.
- Lois had a run-in with the same Smallville Medical Center receptionist in Crusade.
- Dawn-as-Martha: So what, you two just get together and mack, but keep it on the down low in public?
- Clark: Mom!
- Lois: I don't mean to be rude, Mrs. Kent, but did you crack open the cooking sherry?
- Dawn-as-Martha: Of course not. I'm just super pumped about Prom. Well, I'm gonna go.
- Dawn-as-Martha: Sue Ann Gardner is a big fat hoe.
- Lana: Mrs. Kent?
- Dawn-as-Martha: Oh, hi Lana. Shouldn't you be at the school helping with the decorations? The prom committee needs all the help they can get.
- Lana: I'm not gonna go to the prom.
- Dawn-as-Martha: Why? Do you think you're so above it all?
- Lana: No. Of course not.
- Dawn-as-Martha: Oh come on! The little orphan girl, going off to your fancy French art school and going out with a big college guy.
- Lana: I don't have to listen to this.
- Clark: Lana, have you seen my mom?
- Dawn-as-Lana: Forget about your mom, Clark. I have been meaning to ask you something.
- Clark: Yeah, sure. What is it?
- Dawn-as-Lana: Well, I know it's kind of last minute, but I thought it'd be totally amazing if we went to prom together.
- Clark: Us? Lana, what about Jason?
- Dawn-as-Lana: Clark, it's you I wanna go with. Don't you wanna go with me?
- Clark: Well, I...
- Dawn-as-Lana: Awesome! It's a date. I've gotta get back to school and help set up, they're lost without me. Laters.
- Chloe: Well, we are in Smallville. And I mean, what would the senior prom be without a body-snatching prom queen?
- Chloe: I think that Clark might have a lot more to offer than you realize.
- Lois: What the hell am I doing in a dress and what the hell am I doing at your prom?
- Clark: (to Chloe) Well, remember all those regrets we were talking about? I think not seeing you with a crown on the top of your head would be at the top of the list.
- Jonathan: (to Dawn as Clark) It's time for you to leave, Dawn.
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