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The first episode tells the story of the meteor shower that hit Smallville and changed life in the Kansas town forever. Clark Kent meets Lex Luthor for the first time and encounters the first in a long line of humans mutated by the strange green meteor rocks that accompanied him on his journey to Earth.

A Luthorcorp experiment is released into the atmosphere - a toxin that causes its victims to hallucinate their worst fear. Chloe, Clark, Lana, and Jason all fall fictim to the toxin, and Lex, desperate to find a cure, takes a dangerous antidote. Meanwhile, Lionel is released from prison and his conviction overturned thanks to a mysterious benefactor.

Distraught over her break-up with Clark, Lana goes to a rogue medical student who experiments with a dangerous kryptonite-based serum that allows people to flat-line but see their dead loved ones. Lana attempts to see her dead parents using the serum and when Clark returns from Honduras to help her, the doctor injects him with the serum and Clark speaks with his dead father...who warns him that Lionel knows his secret. Meanwhile, Lionel continues working to get closer to Martha, and Lex has a near-death vision of his mother.