The pokey. Lana gets up out of her cot when she hears noises in the hall. A guard yells, "Hey, what are you doing in there? You're not supposed to aggggh!" A body drops. Lana sees Carn-Evil come down the hall looking for her. A guard is lying against the far wall. Carn-Evil waves his arm, and the metal door sails open. He does the weird wrist thing, and Lana's cell opens. They hug. Lana's happy to see him. Carn-Evil says he just saw Clark leave, and thought Lana might be having second thoughts. No way, guy. Clark's her past and Carn-Evil's her future, Lana says. She informs him that she gave Clark a bogus story about Carn-Evil's brother in Grandville. A cop stops them, pointing a gun. Carn-Evil swings his arms back, Hallelujah-style, and the metal door slams the cop in the back. He falls. Carn-Evil takes the dropped gun, and he and Lana make a clean getaway.
Kent Home. Clark is totally bummed that Lana gave him bad info. He got duped, bad. "She lied to me. Right to my face, and I believed her," he tells MamaKent. MamaKent says Lana's clearly not herself. Clark is self-aware enough to recognize that he's been lying to Lana just like this since about Day One. MamaKent says that what he does isn't a lie. It's worse than that, in my view. Clark asks if he made the right decision, by pushing her away. Clark, I agreed with you on that 150,000%. MamaKent doesn't know if it was the right decision. Clark says he misses the days when her answers were yes and no. Well, she's a more complex woman, now, Clark. You should be thankful. Pete shows up in his yellow windbreaker to give his line of the week. He says that Carn-Evil pulled a Bonnie and Clyde and broke Lana out of the jail. Pete says that the sheriff has all the roads blocked. Clark says she's going to ruin her life by being with Carn-Evil. Pete is just itching for something to do. He volunteers to be a human roadblock. Clark says he's going to find Lana and Carn-Evil. MamaKent says that they could be anywhere: they're a needle in a haystack. "Depends on the needle," Clark says stupidly, and takes off to go be a superhuman needle. Fun.
Doop de Doo Action Clark! He's at the fairgrounds and he's got a big-ass compass in a box. Go, Clark, go! The needle is going nuts. Just like me. The box the compass is in has a big anchor on it. Hey there, sailor.
Cut immediately inside one of the rides, the Haunted Tunnel of Whatever. Lana and Carn-Evil are there. Lana can't believe that Carn-Evil came back for her. It's the nicest thing anyone's done for her since lunchtime. He says he'd never leave town with Lana: She's all he's ever wanted. He dreams small. Lana suggests that they leave now, just the two of them. He says it's too dangerous. He has plans to slip out of town on one of the carnival trucks. They kiss. Until...Clark pulls Carn-Evil back and tosses him casually across the floor. The gun slides across the floor, too. "You're not taking her anywhere," Clark says, lifting the kid up by the lapels. Lana suddenly does something, which is very unlike her. She points the gun at Clark. "Let him go!" she tells Clark. Lana looks kinda sexy here. There's a first time for everything.