What's up with Lana? Lana is slowly warming up to Clark again, which he welcomes and Chloe jealously witnesses. After a spooky movie at the Talon, Lana sees what she thinks is the ghost of her childhood friend Emily. Clark comes in just as Lana tries to run from fright and the girl disappears. When he hears her ghost story, Clark suggest they visit Emily's dad. When they do, Mr. Dinsmore tells Lana he's never gotten over losing his daughter.
Who is Emily Dinsmore? Emily was Lana's friend who died by drowning after they both fell off the slippery bridge over the river where they played as children. What no one really knows is that Lana fell in the river, and Emily jumped in to rescue her. Lana was able to save herself but Emily drowned.
Later we see Emily talking to her father in the yard of their home. Her father tells her never to see Lana again. Emily throws a fit and disappears. A spike is "thrown" at the father, wounding him.
What's up with Chloe? Clark tells Chloe about Lana's "ghost" while he researches the little girl's death. Chloe thinks Lana's frightening apparitions could be psychological imaginings, due to the stress of the many sad experiences Lana has endured and still privately and tearfully tries to cope with. Chloe continues to grow exasperated by Clark's attention towards Lana.
What's up with Lex? Lionel visits Lex to give him his wedding gift, since he doesn't expect an invitation. The gift is a Caribbean honeymoon on a private island. Why? Lionel tells Lex he just wants him to be happy.
Lex meets Emily in her father's hospital room. Lionel was at the hospital to visit Emily's father. Emily tells Lex that Lionel is a bad man, who took away all her pet bunnies from the backyard.
What's up with Clark? Clark and Pete visit the cemetery, finding Emily's grave. Using x-ray vision, Clark sees that her remains have been undisturbed. They see Emily. When she disappears, Clark realizes she has Clark's speed. He follows her, finding her locket as she runs away. Clark goes to the Talon to see Lana, and finds that Emily has just been there, again frightening Lana. Clark reassures Lana, saying he believes she saw Emily, as he did. He shows her the locket and explains that Emily cannot disappear like a ghost, but somehow moves faster than the eye can perceive.
At Emily's house, Clark and Lana find a hidden door behind Emily's bedroom wall. It leads to a basement lab where they find several clones of Emily. Lana spills some green liquid. By his weakness, Clark knows it is derived from kryptonite.
Clark and Lana tell the Kents what they've found. The Sheriff investigates and finds nothing. When Clark returns to investigate, he finds the lab has been cleared, and discovers a confused Emily. When Lex arrives, Emily runs away. Lex finds Clark in the basement. Clark tells Lex LuthorCorp has been refining meteor rocks for cloning experiments. Lex admits he has met Emily and that Dinsmore had been working on accelerated growth experiments.
How it ends: From his hospital bed, Mr. Dinsmore tells Lex that chromosomal damage in Emily's clone makes her dangerous.
Emily visits Lana again. She wants to go to the river to play. She runs off, with Lana chasing after her. Emily pushes Lana into the river. Clark arrives and jumps in to save Lana from drowning.
Lex confronts Lionel about the "Level 3" experiments and genetically engineering humans. Lex tells Lionel he has seen Emily. Lionel tells Lex he now has control of the Kawatche caves.
Lana visits Clark at the Kents to thank him for never doubting her, always believing in her. She fears that Clark sees her as perfect. She is not as good as he thinks she is, and she fears she will someday disappoint him. He reassures her. She holds his hands and says" Maybe its me that needs to start believing in you."
Lionel tells Mr. Dinsmore he no longer wants him on the project. Lionel calls Emily a defect, and the property of LuthorCorp. Mr. Dinsmore doesn't want to let her go. Lionel brings Emily a gift of a bunny. When Emily asks where her daddy is, Lionel tells her "Don't worry, I'm going to take very good care of you.".
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We open on a movie-theater screen showing an old black and white movie, House on Haunted Hill (1959). On screen, a woman holding a candle and a man holding a candle are about to be separated. "Is she crazy?" says Pete in the audience. He's sitting next to Clark, who's sitting next to Lana, who's sitting next to Chloe. "Get that candle and get your butt out of there!" Pete yells at the screen. On my God, Smallville, no you didn't. Perpetuating the "Black People Yell At Movie Screens" stereotype? That is wrong on so many levels. If I could see your white hands right now, I'd smack them with a ruler. Clark tells Pete he doesn't think the woman can hear him. Black people so crazy! Chloe shushes them and tells Pete and Clark to hit the mute button. This is the first time we've watched people actually watching a movie in the Talon theater. The woman in the movie taps on the wall theway her male companion told her to. She turns and a creepy old guy with frizzy white hair suddenly appears. Michael Jeter back from the dead, no! The woman screams. Lana jumps and put her hand on Clark's. Clark notices the hand. Chloe notices the hand. Lana, ten minutes later, seems to notice that an appendage of her body is touching someone else. She slips her hand away. It should come as no surprise that Lana's wearing pink. Long shot on Clark as he tries to get his boner to settle down.

Later that evening... Outside shot of The Talon. The marquee reads, "Fright Fest -- House on Haunted Hill." The sign is turned off. Inside, Lana is clearing all kinds of trash from between the aisles. None of her friends offered to help clean? No wonder Lana's all messed up. The lights suddenly go off. Lana looks around in the dark, and we hear a footstep crunch on something. "Hello?" Lana calls out. Lana asks who's there. Suddenly, the projector starts up and we hear "Ring Around the Rosie" being sung by a little girl. On screen are two girls playing. One of them sits on a chair and waves. Lana watches the screen and gulps heavily. Behind Lana, the doors close. Knowing what I know about the rest of the episode, how did the little girl know how to work a theater movie projector? And how did she have her little home movies in a compatible format? Just sayin'. The seats around Lana move. Lana's fixated on the screen as the little girl offers the cameraperson an apple. Lana looks down and sees the same little girl who's on screen right in front of her. The girl calls her by name. "You're so big," Creepy Crazy Little Girl says. That's right little girl, she's big! Huge, I tells ya! She's gonna be a big star! Did ya see the cover of TV Guide? Huge! Lana backs away and starts running up the aisle, but, whup, there's Creepy Crazy Little Girl again, right in front of her. She's fast. Lana screams. The little girl asks why Lana is scared. Well, because you're a Creepy Crazy Little Girl. (CCLG for short.) Lana runs the other way, but CCLG shows up on the stage. "Do you want to play with me?" she asks. Lana runs back the other way because it didn't work the first time. Lana turns and this time it's Clark behind her. ACK! Don't do that, Clark! Clark asks what's going on. Lana, panting, looks in the theater but doesn't see CCLG. And the movie has been turned off, too. Lana explains to Clark -- or tries to, between shallow breaths. But before she can give any useful info, Lana says she saw "nothing." Lana looks back at the theater. She and Clark leave under the EXIT sign. We pan across the theater and see a stuffed bunny. The little girl holding it is sad. And creepy. (more...)
-- Omar G (TWoP)

After Lana is visited by the ghost of a childhood friend, she turns to Clark for help in uncovering the truth about her new visitor. However, after Clark realizes the little girl is actually a kryptonite-enhanced clone, he rushes to save Lana before the revenge-seeking child harms her. Lex learns that Lionel is funding the krypto-cloning research. Allison Mack, Sam Jones III, Annette O'Toole and John Schneider also star.

Lionel: I like to think I treat everyone at LutherCorp as one of the family.
Lex: Well, that explains the loyalty.

Lex: All ethics aside, it's an astonishing accomplishment.

Lana: Sometimes I think you've created this perfect picture of who I am.
Clark: It's what I see.

Lionel: Yes, I think Bunny-Buns is a wonderful name

Lionel: I knew you had your vices, son, but I didn't know gluttony was one of them.
Lex: If anybody would know about the Seven Deadly Sins, Dad, it would be you.

Lionel: You should be thanking me, Lex.
Lex: The thank-you note must have gotten lost in the mail along with your wedding invitation.

Chloe and her jealousy again. Clark holds hands with Lana. Chloe scowls. When will she become the character that we used to know who is intelligent and forthright and just tell them that it bothers her? That is the nice, smart thing to do, but she hides things. Maybe she's going evil...what with Luthor after her.

Another piece of dialogue. "Do you want to play with me?"

I expected Lana's childhood friend to be Chucky. Anyone else see Bride of Chucky? Not that great an epic film, but pretty funny. And it had Jennifer Tilly. Rawr. (more...)
By Neal Bailey