It’s Happy Valentine’s Day at the Talon, and Clark and Chloe arrive. Chloe insists Clark stay and get over his brooding about Lana. Lois and Jimmy arrive and Jimmy suggests to Chloe they try and get Clark and Lois together. They quickly figure out they’re being set up, but a woman working as a fortune teller offers Lois a lipstick made out of red meteor rock that acts a love potion. Lois gives it a try… and falls in love with Clark as he leaves.

Martha is RSVPing to Lex and Lana’s engagement party when Clark returns home. Lois arrives in a hot outfit with the gift of a White Snake CD mix and clearly is romantically interested in Clark. He distracts her for a moment as he super speeds away.

Lana meets with Chloe and wants to make up, although she’s not interested in talking about Chloe’s concerns about Lex. She wants Chloe to be her maid of honor and says she’s okay with Chloe keeping Clark’s secret as long as she’s honest he has one. Chloe thinks about it.

Chloe gets to the Daily Planet to find a bouquet waiting for her from Jimmy. Clark is there and is concerned, and Chloe isn’t concerned until Lois shows up with a new tattoo for Clark. She gets him into a private office and kisses him, at which point he’s affected by her red kryptonite lipstick. When they kiss Lois figures out that he’s Green Arrow, and Clark tells her about Oliver. He then offers to show her the “real” Clark Kent.

At the manor, Lana meets with Lex who surprises her with a room for the baby. Lana is less than enthused at Lex’s suggestion they announce it at the party but explains she doesn’t want people to think they’re getting married because of it.

Clark takes Lois up on the roof of the Planet then leaps up into the sky with her and over to Oliver’s former clock tower. As they embrace, Clark notices the engagement party invitation and prepares to crash the party.

Chloe is doing research when Jimmy arrives with his gift from her: a bow tie. She gets some info on the woman who gave Lois the lipstick while Jimmy wonders if she’s jealous of Lois because of her feelings for Clark. Chloe tells him to back off but Jimmy wonders why she’s more interested in Clark then Lana’s engagement party. She sends him to check out the woman, and asks her for an antidote. She gives him a counter… that glows green. She suggests that Lois and Clark’s destiny’s are a little more entwined then they realize.

At the manor, Lex calls for a toast when Clark bursts in with Lois. He taunts Martha and Chloe then finally focuses on Lana. He then calls for a toast for the baby. Lex comes after him and Clark tosses him casually aside, then leaves with Lana over Lois’ objections.

After Lex leaves to find Clark, Chloe and Martha quickly figure out what’s going on and Jimmy arrives with the antidote. Chloe tries to give it to her but Lois shoves her away and Jimmy just barely manages to grab the antidote before it breaks and dose her, and she recovers

Clark takes Lana to the barn and she tells him she’s already made up his mind. Clark points outs she’s still in love with him, and he’s still in love with her. They embrace and kiss, and he asks her to marry him. She refuses and Lex arrives and she runs to him. Clark asks Lana to tell Lex she loves him and Lex draws a gun on him. Clark disarms him and smashes him through the walls, choking him. Lana distracts Clark long enough for Lex to ram him in the side with an awl, which bends as Lana sees it. She takes Lex outside as Martha arrives and doses him with green kryptonite.

The next morning Clark is brooding with Martha, who points out Clark really believes what he said when he was on the red kryptonite. Clark insists that he felt something from Lana when she kissed him and wants to stop the marriage. Martha advises him to leave Lana alone. Lois arrives and doesn’t remember anything, and wants to know where she picked up the ink tattoo. She wonders exactly what they did but Clark assures he would have remembered if they had. He gives her the CD mix back, and she wonders how deep her feelings are for him.

Jimmy and Chloe meet at the Planet but Jimmy wonders why she’s not concerned about Clark. He wonders again how deep her feelings are for Clark and doesn’t believe her when she tries to reassure him. He wants to take a break and leaves, leaving her speechless.

After a doctor gives Lana a clean bill of health, Lex confronts Lana over her kiss with Clark, while Lana wonders if Lex would have shot Clark to save her… or hurt Clark. He admits he can understand Clark’s feelings. Then he goes outside and talks to the doctor… who says everything is on schedule. In her room, Lana takes out the bent tool and wonders…