|Broadcast Date||April 20, 2005|
| Previous Episode: Onyx
Next Episode: Blank
On the eve of the Smallville High School Prom, stuck-up Prom Queen candidate Dawn Stiles is pulled into a coma when she is involved in a car crash and ends up in a ravine filled with dozens of chunks of kryptonite. Dawn finds her spirit can possess the bodies of others, where she continues her quest to become Prom Queen.
It's Smallville High School's Senior Prom and Lifehouse is performing their song, "Come Back Down." The crowd is dancing and the night is perfect for everyone in the Class of 2005. Everyone, except for Chloe Sullivan, who is seen breaking a fire axe out of its glass case, striking Jonathan Kent in the stairwell, and busting open an oil line in the boiler room of the school. She is wearing a formal dress and tiara with her makeup running down her face. She opens the furnace and prepares to burn the school down.
One day earlier
Lana is discussing Chloe's scathing article in the Smallville Torch in which Chloe has denounced the idea of electing a prom queen, saying it is just a popularity contest. Lana thinks Chloe is skipping the prom with her, but Chloe is surprised that Lana isn't going. Lana says she would rather not show up with Jason since he was fired for dating her. Chloe asks her to go stag with her. Just then, Dawn Stiles marches up to Chloe, mad about the article. Dawn is fiercely popular and is the front-runner to win the crown. Chloe isn't intimidated and assures Dawn that she will win, but apparently, Chloe has been nominated too.
Lex and his security are on the grounds of the Luthor Mansion. A body has been found partially buried. Jason appears just as a guard announces the body's identity- that of Bridgette Crosby. Jason knows she worked with Dr. Swann and starts to ask questions, but Lex orders him off the grounds.
Clark is waiting for Chloe in the Torch office, also amused that she has been nominated. She doesn't understand how it happened until Clark says that she's leading the way for breaking out of the mold. She gets him to admit that he might have nominated her and asks who he's taking to the prom. Clark mumbles that he probably won't go. She is disappointed but also annoyed. She says high school is about to end and they're all stuck in a rut, but she's willing to go on stage in a sash while Clark (and Lana) sit at home thinking about what could have been.
Dawn and her buddies are discussing prom preparation at the Talon when she spots her boyfriend Billy Durden talking to another girl. Dawn acts obnoxious and bossy and Billy surprises her (and upsets her) by dumping her. She says it doesn't matter, she'll just get a new prom king. Driving home, Dawn is busy looking at the yearbook for potential dates instead of paying attention to the road. She sets her sights on Clark, but the car crashes through the guardrail into Carlton Gorge, revealed to be full of meteor rocks. Night falls and Dawn stumbles onto the road. She flags down an upcoming vehicle, driven by Martha Kent. However, Martha's truck goes straight through Dawn. A purple mist swirls and Martha stops the car abruptly. Dawn's spirit has been transferred into Martha's body.
Clark arrives home that night to find his mother dancing to loud pop music and eating ice cream right out of the carton. She is acting strange and ditzy. She asks him if he has a date for the prom and Clark reminds her that he's not going. "Martha" gets upset, saying prom is too important to miss and insists he go with her. Clark is confused, since Martha is already going with Jonathan. Just then, Lois comes downstairs and Martha guesses that Clark is taking her instead. Lois and Clark are appalled at the idea, and Lois thinks Martha is drunk. She stomps off and Clark offers to drive her to work. She turns him down and leaves.
Martha arrives at the Talon just as Lana comes out of her apartment. Martha asks her why she isn't on the decorating committee and when Lana says she's not going, Martha says rude things about how Lana thinks she is above it all. Lana gets upset and turns to go. Martha grabs her shoulder and Dawn's spirit jumps from her to Lana. Pleased with her new form, Dawn-in-Lana leaves. She runs into Clark on the way out and asks him to prom. Clark is skeptical at first, but quickly agrees to go. Lana leaves to help decorate and Martha tells Clark she doesn't remember how she got there.
Lana arrives at the school and orders the volunteers around. She sees Billy and asks him about his breakup. He says he's glad Dawn isn't around and Lana gets upset momentarily, then flirts with him. She tells him to get cleaned up and she will meet him later. Clark arrives at the school shortly afterward and asks Chloe if she's seen Lana. He tells Chloe about how his mom, then Lana, started acting strange. Lana takes a frayed electrical cord and holds it up to the metal lockers in the room. Billy is wet from the shower, standing at the other end, and starts to convulse.
Clark superspeeds into the locker room. He knocks Billy out of the charge and sees Lana leaving. He goes to approach her, but Dawn jumps to another student, then another, until she is in the body of her friend Harmony. Lana is left confused as to how she even got to the school, or why she would want to hurt Billy. Chloe and Lana realize that he dumped Dawn and trace the strange behavior to Martha's last memory—driving near Carlton Gorge. Chloe says Dawn is in a deep coma and they guess that she is transferring her spirit.
They go to the hospital to check in with Clark, who is there with Billy, and get an update on Dawn. Harmony shows up and sneaks into Dawn's room. Lana feels guilty for whatever she did as Dawn and Clark admits to her that she asked him to prom. They both agree that since she wasn't herself, she didn't really mean it. A nurse catches Harmony in Dawn's room and shortly afterward, she comes out to report that Dawn has died. Lois is also at the hospital trying to get treatment for her allergies. The nurse approaches her and offers to help.
Jonathan and Martha are preparing to go chaperone the prom and they tell Clark they hope he doesn't regret missing it. Martha correctly guesses that Clark isn't going because he can't go with Lana. She says she rented him a tux "just in case." Just as they leave, "Lois" shows up in a formal gown and announces that Clark is taking her to the prom whether he likes it or not.
Jason is hacking into Lex's email and finds a message that says he had a meeting with Ms. Crosby the same day her body was found. Lex catches him and Jason also asks him about an artifact mentioned in the email. When Lex won't answer his questions, Jason threatens to tell the authorities that a body was found but Lex seems unconcerned. Jason shows Sheriff Adams the spot where Crosby's body was found, but not only has the spot disappeared and been replaced by a gazebo, but Sheriff Adams announces that no database has a record that anybody by the name of Bridgette Crosby even existed. She is impatient with Jason's claims and Jason is frustrated that Lex has covered the whole thing up, but when she drives away, he makes a phone call to his mother and reports that everything went as planned—Lex took care of the body and he has the artifact from Bridgette.
Clark and "Lois" arrive at the prom. Chloe approaches Clark and says she's surprised but glad to see him. He says that he decided to come because he wanted to see her win. The music stops for the announcement of Prom Queen and Chloe wins! "Lois" hugs her before she goes to accept the tiara and Dawn's spirit takes over Chloe. Lois asks Clark why she's there and Clark realizes that Chloe has been possessed. Chloe accepts her crown and begins a strange speech in which she enthusiastically talks about how being Prom queen is her lifelong dream and how Dawn Stiles really deserves the crown. The crowd begins to boo and chant Chloe's name. Dawn-in-Chloe gets angry and storms off. She is again seen pushing Jonathan down as she makes her way to the boiler room to set the school on fire.
Clark finds Jonathan and explains what's going on. Clark prevents her from starting the fire. He addresses Dawn and tells her to let Chloe go. She grabs him instead and transfers her spirit into Clark's body. Chloe is restored to normal, while Clark plucks the tiara off her head and pushes her across the room. Jonathan uses a chunk of meteor rock to incapacitate Clark and force Dawn's spirit out. Chloe seems knocked out, but is semi-conscious and sees the entire exchange. Clark helps her up and gives her back her crown.
They go back to the prom and Lois has figured out what happened. Clark offers her a dance but Lois turns him down because she knew that Clark really wanted to dance with Lana. Clark and Lana share a dance while Chloe looks on. She admits to Lois that it still hurts that Clark abandoned her at the Spring Formal when they were freshmen, but Lois tells her that Chloe is headed for bigger and better things than Clark. As Clark and Lana continue to dance, Jason arrives and sees them together. He leaves angrily, unseen.
- Dawn Stiles - Beatrice Rosen
- Billy Durden - Jesse Hutch
- Harmony - Kandyse McClure
- Groundskeeper - Dan Joffre
- Nanny - Leela Savasta
- Schoolteacher - Veena Sood
- Admissions nurse -Katya Virshilas
- Unknown - Ecstasia Sanders
- Unknown - Biski Gugushe
- Unknown - Rebecca Reichert
- "Come Back Down" - Lifehouse (Chloe is about to burn the school down)
- "Higher Mathematics" - Split Habit
- "Good To Know" - Tim Cullen
- "La La" - Ashlee Simpson
- "Not Gonna Wait" - Lamar
- "Blind" - Lifehouse (Lois and Clark get to the prom)
- "Undone" - Lifehouse (Lana arrives at the prom)
- "You and Me (Wedding Version)" - Lifehouse (Clark and Lana dance together)
- A "spirit" is a soul separated from its body at death.
- The title refers to Dawn Stiles, who, after crashing into a ravine full of kryptonite, emerges as a spirit that can possess others.
- Antagonist: Dawn Stiles
- Clark uses the following abilities in this episode: super strength and super speed.
- Lionel Luthor does not appear in this episode.
- Chloe learns about Clark's weakness.
- The prom theme is "Look to the Stars."
- Clark's (assumingly junior) dedication in the yearbook reads, "Wow! Done with another year. But it was definitely another good one. Can't wait for the summer to hang around at Crater Lake with PR, CS, and the two LL's. Thanks mom and dad for everything! And of course I'll still be around the farm to lend a hand... See everyone else next year!"
- Lifehouse, the performing band, has had several of their songs featured on the show throughout its run and has contributed to both Smallville soundtracks. This guest performance helped their song "You and Me" stay on the US Singles charts for over a year. 
- The shirt that Harmony wore in this episode is similar to the one that Lois wore in Spell. [picture needed]
- Dawn's death was not acknowledged when the prom queen results where being announced and nobody at the prom seemed to care about her. This could either be because the death rate at Smallville is high or because she was a really unlikeable person.
- Jesse Hutch also played Troy Turner in Season One's Shimmer and in Season Two's Redux.
- Ecstasia Sanders is also in Season Three's Whisper and Season Five's Oracle.
- When Clark and Chloe see each other at the dance, they recognize the similarity of the situation and reference their aborted Spring Formal date back in their freshman year in Tempest.
- Lex has emails from Dr. Sinclair about the seeds they were producing in Onyx.
- Nancy Adams was last seen in Pariah.
- Bridgette Crosby was last seen acting in Dr. Swann's place in Crusade and Transference.
- Jonathan seems completely recovered from the gunshot wound to the leg he received by evil Lex in Onyx.
Dawn as Martha: Of course not. I'm just super pumped about Prom. Well, I'm gonna go.
- Dawn-as-Martha: So what, you two just get together and mack, but keep it on the down low in public?
- Clark: Mom!
- Lois: I don't mean to be rude, Mrs. Kent, but did you crack open the cooking sherry?
- Chloe: Well, we are in Smallville. And I mean, what would the senior prom be without a body-snatching prom queen?
- Chloe: I think that Clark might have a lot more to offer than you realize.
- Lois: What the hell am I doing in a dress and what the hell am I doing at your prom?
- Clark: (to Chloe) Well, remember all those regrets we were talking about? I think not seeing you with a crown on the top of your head would be at the top of the list.
- Jonathan: (to Dawn as Clark) It's time for you to leave, Dawn.
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