The table scene. Lana doesn't know how to say this, but, "aboot." She also tells Carn-Evil that she can't go out with him. She's sorry. He says it's no problem. He says that she's always so busy. As he gets up and gets closer to Lana, he says she deserves to take a break. He puts his hand on her shoulder. Green electricity flows as Clark watches. Carn-Evil says that Lana deserves to have fun. One Jedi Mind Trick later, Lana agrees to go. "I'd love to go out with you," she says. Lana asks one of the waitresses to cover for her. Take the sugar bucket with honor. Carn-Evil gives Clark another over-the-shoulder glance as they leave.
The County Fairgrounds at night. Lana and Carn-Evil are holding hands. Lana asks what they're doing there: the fair is closed for the season. Carn-Evil says they don't take the rides away for a few more days. There's a locked gate. Lana asks how they're getting in. Carn-Evil tells Lana to turn around: it's a surprise. He puts his fists together in some stupid "I got the power!" pose, and the lock on the gate breaks. The gate swings open. Lana asks how he did that. He says that the no-peeking rule wasn't very clear. He asks if she can keep a secret. He tells Lana about his strange new powers. We see Clark following Lana and Carn-Evil into the fairgrounds. Lana asks Carn-Evil if he can do this magnet thing all the time. He responds by making the ferris wheel light up. "Only when I concentrate," he says. He asks if he's scaring Lana. She says that maybe, in the past, he would have, but now she thinks it's kinda cool. Mag-Neato! He thanks Lana for not thinking he's a freak. Lana thanks him for being honest. Carn-Evil uses his hand to move the switch on the ferris wheel. It begins to spin. He stops the wheel so that they can get on. "You're amazing," Lana purrs.
Lana and Carn-Evil get on the ferris wheel. Why is it that last week, the ferris wheel ride on The O.C. made for a great scene, but on this show, it's just lame? Carn-Evil and Lana giggle. He puts an arm around her. They ride backward. They both agree that they love this ride. Lana says it reminds her that there's a world beyond Smallville, and that she's going to leave one day. Soon! Make it soon! Carn-Evil says he's always thought that he and Lana had a connection. Lana is noncommittal until Carn-Evil gives her the old green jolt. Then she's ready to kiss. They do so. Clark runs up to the ferris wheel after hopping a little fence. On the wheel, Lana says, "Yeah, me too. I never realized it was this strong." Carn-Evil uses his magnetic powers to start taking down Lana's zipper. She gasps. He apologizes. He says he'll stop. The wheel suddenly stops. Lana cries out that Carn-Evil is crazy. She's all giggly, but Clark down below thinks she's screaming in panic. He starts to move the wheel manually. More giggling and squealing. Lana tells Carn-Evil that he's causing her to get nauseated. But she's still giggling.