Luthor mansion. Tess stands back as the door to her prison is opened and a man is thrown inside. He lands on the floor with a loud thud. Even with his shirt on, Tess instantly recognizes her new cellmate: "Oliver!" She rolls him onto his back. His falls open, showing his bandaged chest and a "Z" of blood seeping through the dressing. She checks under the bandage. The wound is red and gooey. Tess gasps into her hands. "We have to get out of here," Tess says. "Did this guy tell you what he wants?" Oliver rattles off something about the Red Queen, a gold disk and a bunch of aliens. As he gets to his feet, he realizes they sound like something Tess would be looking for. He thinks Tess is tricking him. "You had me hauled in here so you could get information about this Rao thing." Tess stares at him, aghast. Also, she appears to be wearing the same clothes she was last week. "It's you," Oliver says. "You're the Red Queen." Tess gives him a wide-eyed stare.

Kent farm. Clark and Martha return to the abandoned kitchen. "Talk about a recipe for disaster," Martha sighs. Clark takes the blame for ruining her weekend with Perry. She assures him Perry didn't leave because of him. She wonders if it was too soon for her to move on. Hasn't Jonathan been dead for about five years now? She thinks they were all trying too hard to pretend things were okay. Clark apologizes for lying to her. "I'm not the one you should be worried about," Martha says. Clark clears the table as he moans about his Kandorian problems getting in the way of his relationship problems. "I just couldn't stop lying to her," he pouts. Martha suggests Clark be honest with Lois. He tells her about how he tried to tell her the truth, but she thought it was more important for the Blur to protect his identity. Clark gets all misty-eyed. "Talking to her as the Blur, I've seen a different side of her." He sighs about falling deeper for her, but, "It's just a side of her she's willing to share with Clark Kent." Clark mopes at the ground for a while. For someone who was just recently so impatient to hunt down the Kandorians and find the Book of Rao, he sure is wasting a lot of time pretending he's in a Nicholas Sparks novel. Martha gently tells him he's either going to have to take the next step in his relationship with Lois or let her go. He stares into space.