Smallville Season 7

The **seventh season** of *Smallville* began airing on September 27, 2007, on The CW television network, and concluded its initial airing on May 15, 2008 with 20 episodes.

### Bizarro

As a result of the brutal fight between Clark Kent and the escaped Zoner Bizarro, Reeves Dam has broken. A father and his son are fishing close to the dam and are unaware that it is breaking. Inside the dam, Lois Lane is in the water holding Chloe Sullivan's body as the water rises. Lex Luthor is locked in a police car on the bridge of the dam, which continues to crumble. Water pours over the bridge, sweeping Lex downstream.

Clark is in the woods close by where he meets Bizarro again. As Clark tries to leave, remembering his friends are still in the dam, Bizarro attacks him, but Clark manages to punch him away.

Downstream, the father now sees the water rushing towards them. He tells his son to run, but falls and hits his head, knocking him unconscious. His son runs to his side and sees the water coming towards them, but Clark arrives just in time and uses his super-speed and heat vision to vaporize the water. The boy stares at Clark in awe as he superspeeds away.

Lex is now underwater and trying to get out of the car before he drowns. He sees a young woman floating nearby him from outside the window as he passes out. He later wakes on the shore with the woman standing over him. She flies off, leaving Lex alone.

Meanwhile, Bizarro has been impaled on an electrical pylon by the force of Clark's punch. He frees himself and as a passerby encounters him, Bizarro simply kills the man with heat vision. Bizarro then goes to the Kent Farm to heal himself with green kryptonite.

Clark arrives back at the dam and begins to look for Lionel Luthor. Outside the dam, Lionel is lying unconscious on the riverbed when a trenchcoat-wearing figure finds him and pulls him away. Meanwhile, Lois tries to get Chloe to safety and sees a door with a glowing green light. She goes up to it and sees that on the other side is endless water and floating dead bodies. She turns around to find Bizarro's previous host, an eight-year-old boy, crying for help. After assuring him everything will be okay but fearing it really won't, Lois calls out for help and the wall collapses, revealing Clark. After making sure Lois and the boy are all right, he sees Chloe unconscious, not knowing what happened.

Lex is in his office in Metropolis when his assistant announces that his helicopter is ready to take him out of the country. Lex is somber and quiet. He believes he was saved by an angel and reminisces about Lana. As he fingers his wedding ring, he tells his shocked assistant that he is turning himself in.

At the Smallville Medical Center, Chloe is in the ER and Lois and Clark are nervously waiting outside. Lois tells Clark how she was stabbed and miraculously healed, and that she awoke to find Chloe unconscious beside her. Clark figures out that Lois's resurrection could be thanks to Chloe's latent meteor power, and suggests that perhaps Lex's men did something to Chloe. Desperate for answers, Lois asks Clark to stay with Chloe so she can go to the Luthor Mansion to investigate. At the mansion, she runs into Bizarro. Thinking he is Clark, she becomes unnerved at his flirting advances and friskiness. After feeling her up, Bizarro is slapped by a confused Lois and leaves.

The ER team continues to attempt to revive Chloe, but after they lose her pulse, they pronounce her dead.

Shortly thereafter, Chloe wakes up to find herself in the morgue drawer, scared and confused. She starts to bang and yell. At the same time, Clark tries desperately to find out about Chloe's status, and eventually is told she didn't make it. Disoriented and devastated, Clark's super-hearing turns on and is barraged by all the surrounding noises. He is able to focus on Chloe's yelling for help and comes to her rescue, releasing her from the body drawer. After recovering from the initial shock, Chloe cannot explain to Clark what happened and does not want to discuss it. Seeing her death certificate on a clipboard, Chloe rips it off, but not before seeing one for Lana Lang as well. Devastated, Chloe is speechless.

In custody, Lex listens to his lawyer Keating playing a tape of him and Lana fighting about her relationship with Clark just before she left. Lex is also worried about repairing the dam and about his father. Just then, Bizarro breaks open the jail wall and kills Keating. Lex realizes that the phantom has taken over Clark's body, but Bizarro informs him that he is, in fact, a copy. He demands Lex help him find more meteor rocks.

Chloe is back home at the Talon apartment, in tears as she watches a video of her and Lana together. When Clark arrives, she hugs him for comfort, but Clark is unwilling to mourn just yet. Choosing to focus on the problem at hand, he tells her that Bizarro reacts positively to kryptonite, and they realize that he is probably searching for more meteor rocks for strength. They learn that Lex had a large shipment sent to the dam. Clark does not know how to defeat an enemy that "has all of his powers but not his weakness."

Clark then meets with the Martian Manhunter in his loft. He tells Clark that he has done what Jor-El did not want, to allow for there to be an evil counterpart to Clark's powers. Clark tells him that he is proud that he cares for humans and considers it a strength. The Martian Manhunter hints that Clark's other strength might help him defeat Bizarro; Clark remembers that he gets his power from the Earth's yellow sun. Clark then realizes that Bizarro was weakened earlier when he was exposed to sunlight.

Lex has taken Bizarro to the dam and pulls a large gun on him, but Bizarro simply stops Lex and knocks him across the room. Bizarro then absorbs the kryptonite radiation when Clark arrives. Clark goes after Bizarro, but is easily knocked back. Clark lands under a hole in the wall, directly underneath a beam of sunlight. Bizarro thinks he has won and starts to leave, but the sun heals Clark and he gets up and calls Bizarro back. Bizarro comes toward Clark, right into the sunlight, where his face changes into its inhuman appearance. Clark takes Bizarro's best punch, then uppercuts him high into the sky, where Martian Manhunter takes him away.

Back at the Kent Farm, Clark is listening to a news radio report about Lana's death when Chloe arrives. He tells her that he wasn't sure there was much difference between him and Bizarro. He admits that when he learned of Lana's death, he intended to kill Lex. Chloe assures him that his human upbringing and his reluctance to actually do it proves that there is indeed a difference. Clark mentions what happened to Chloe, but she avoids the subject. Lois then enters the room and tells Clark that she forgives him for hitting on her. Clark is a little confused, but Lois explains that he must have been insane with grief. Surprisingly, she hugs him and sincerely expresses her condolences. Then she threatens that if he ever tries that again, she will tear his head off.

Later, the Martian Manhunter tells Clark that his father would be proud of him, but Clark wonders if it was worth it. He says that losing Lana has made him realize that the humans he loves will not be around forever. Chloe destroys her death certificate and Lex is put back in jail while looking at a photograph of him and Lana.

In Shanghai, China, a blonde woman is walking down a busy street. She enters her apartment and takes off a wig. It is revealed to be Lana Lang. She looks up to the moon from her window at the same time as Clark.

The mysterious woman that saved Lex sits atop the Smallville water tower. Now wearing regular clothes, she puts on the bracelet and flies away above the town.

### Kara

Clark and Lois are up near the area of the dam break. Lois is there to see if she can find anything about what was Lex up to. She tells Clark that he doesn't have to stay. Clark says that he is keeping her out of trouble. Clark announces that he is leaving Smallville and heading up north. Lois seems a little upset, but is then astonished by the discovery of a spaceship. Clark moves toward the craft, but backs away because of the green rocks around it. Clark recognizes it as a Kryptonian vessel. He tries to lie to her that it is not a spaceship, but Lois is adamant that it is. She takes a picture with her cellular phone. A moment later, she is hit and knocked through the air by a fast-moving object and lands back toward Clark unconscious.

Clark then sees a mysterious woman standing in front of him. She crushes Lois' cell phone in her hand. They rush toward each other at super-speed and battle. She beats Clark and knocks him back for hundreds of feet through the woods. She catches up with her beaten opponent and tells him to leave. She flies up out of Earth's atmosphere and looks at a crystal that shows a picture of a baby. She then flies back toward the surface.

Chloe is in the Talon apartment looking over files of meteor-infected humans when Clark and Lois come in. Clark is still trying to convince Lois that it wasn't a spaceship, but isn't having much luck. He says maybe it was a school prop, but Lois points out that props don't knock people unconscious. Clark repeats the cover story that she fell in the mud, hitting her head on a rock. Lois intends to go straight to her editor at the *Inquisitor* with the news. As Lois goes to change, Clark tells Chloe everything he saw, including the blond Kryptonian girl that is as strong as he was and could fly. Chloe convinces Lois to go to the hospital for her bruises, to give Clark time to find the girl.

Lex is being held at the Kansas State Penitentiary. His lawyer says he is being released because a disgruntled employee confessed that he killed Lana and his fingerprints were found at the scene. Lex says the man didn't do it, despite the evidence. Lex tells his lawyer that he thinks Lana is still alive.

Clark goes back to the dam and is shocked to discover that the ship is gone and the area is roped off as a crime scene. He sees two dead park rangers before the police tell him to leave. He suspects the Kryptonian girl is responsible.

At the *Daily Planet* in the building's loading bay, the latest issue declares Lionel Luthor is missing and presumed dead. Lex confronts Chloe, who is hostile towards him. She says she is not surprised to see him out of jail. He tells her that he thinks Lana is still alive and suspects that Chloe would know what her plans were. Chloe refuses to believe him and leaves. Clark then arrives at the *Planet* and tells Chloe about the dead park rangers and the missing ship. Chloe tells him there have been 911 reports that the mysterious woman has been appearing at preschools and scaring the children. She gives Clark her last known location.

At a preschool, the woman is picking children up and asking their names. Clark confronts her and super-speeds with her down a road until they're alone. Clark accuses her of killing people, but she denies it. She tries to fly away, but Clark grabs her ankles and body slams her to the ground. He sees the symbol of the House of El on her wrist cuff. He helps her up and asks what she is doing on Earth. She tells him she's searching for a young boy named "Kal-El". Clark tells her that *he* is Kal-El.

Lois meets Chloe at the *Planet*. She has written a story about the ship and tries to convince Chloe to show it to her editor. Chloe, trying to both maintain secrecy and to protect Lois from ruining her career, refuses to do so. She explains that the *Planet* has just hired Grant Gabriel as Editor-in-Chief from the *Star City Post*. Grant appears during their conversation and Chloe eagerly introduces herself. Although he seems to know a lot about her, he brushes Chloe off and begins to question Lois about her story. He offers to publish it because it is the new direction he wants the paper to take, to the chagrin of the now-comparatively conservative Chloe.

Clark has taken Kara to his house. She is struggling to believe that he is Kal-El since he was a baby when she was tasked to watch over him, and her ship left Krypton right after his on the same course. Clark speculates that her ship crashed into the reservoir during the 1989 meteor shower. When the dam broke, the rushing water brought it to the surface. They reason that she must have been in suspended animation for eighteen years. Kara explains that her father Zor-El was Jor-El's brother, which means she and Clark are cousins. Clark asks why Jor-El never mentioned his brother, but Kara simply says the House of El was "dysfunctional". Setting the issue aside, she explains that she wants to get back to her ship, but was weakened by green rocks. Clark tells her they are radioactive parts of their home world Krypton. Kara is confused and Clark realizes that she doesn't know that Krypton exploded. Kara is upset by this news, but is still determined to find her ship. Clark tells her that it has been taken. She explains that if the humans attempt to open it, it will self-destruct in a nuclear-like explosion and only she can stop it.

At a government laboratory, a man orders his team of technicians to open the ship, but something goes wrong. He instructs that the extraction protocols have been activated and he tells everyone to get out.

Lois arrives in Grant's office and tells her that Chloe should write the story since she is more talented than her. Grant tells Lois that Chloe has lost her "mojo" and has become content to write mundane news. Lois counters that her cousin's feelings mean a lot to her. He scoffs at her sentimentality. Lois turns and walks away, refusing the job. He pursues her to the elevator saying she is using her high ground to cover the fact that she doesn't have a good story. Lois counters with satellite photos that show a convoy moving something from the dam site to Granville. Grant tempts Lois by saying it is her choice to become a great reporter or a has-been with regrets.

Lex is back at home when one of his employees tells him they have tracked Lana down in Shanghai, China, using voice recognition software of telephone traffic. Lex tells him to prepare the jet for take off.

Clark takes Kara to the *Daily Planet* to see if Chloe has found anything. Kara is short and impatient with humanity's "ancient technology" because she wants to find her ship. She points out they should both look and asks Clark why he can't fly, to which he admits he isn't sure. Kara concludes that Kryptonian girls mature faster. Chloe has come up empty-handed. She says she only knows that AM/FM radio signals in Granville are being disrupted. Kara scoffs that stupid humans won't help, but Clark defends Chloe. He thinks perhaps the ship is responsible for the disrupted frequencies. Kara believes that it is the ship's alarm because the self-destruct has been initiated. Clark gets an idea for how she can locate her ship. He takes Kara to the roof top and informs her that super-hearing is one of their abilities. He teaches her to use it to focus and filter out all the overwhelming foreground noise to hear her ship's signal. They are successful and they head for the ship.

Lois is already there with a video camera, having snuck by the road blocks. She goes into the abandoned bay where the ship is located. When she touches the Kryptonian glyphs, she is hit with a force of energy and is blown back unconscious. Clark and Kara arrive. As Clark goes to Lois' side, Kara stops the ship's explosion with her body, but to her confusion, the ship disappears.

Lex arrives at Lana's apartment in China, but she's already waiting for him and points a pistol at him. She claims to have deliberately led him to her. He tells her that he understands why she faked her death to ruin his life.

He even admires her for her brilliant plan. He reveals that Project Ares model #503 was a clone of Lana herself, but it was never brought to life. He has figured out that Lana stole the clone and blew it up to send him to prison for her "murder". He says he deserves to die for what he did to her. However, even though he offers no resistance, Lana cannot bring herself to do it. He takes the gun and tells her she can return to Smallville if she wishes and he will not bother her. As he leaves, he leaves the gun at the door. Lana is on the verge of tears.

Lois complains to Chloe that she didn't get much feedback about her story. Grant tells her he likes her story, but he is not going to print it since she didn't get photos of it and chides her for not carrying a backup camera. Still, he likes her writing enough to give her a job at the *Daily Planet* and a desk right across from Chloe. He quips that Lois' passion might reignite Chloe's flame that she let go out. Again, Chloe is chagrined.

At the Kent Farm, Kara is subdued and quiet in the loft. Clark tries to console her at the loss of Krypton. She still can't believe it, saying that they were the most advanced civilization in the galaxy. Clark says evil exists in every culture, but she still has a family member left. He asks her to tell him about their family. Kara tells Clark about his mother Lara. Clark offers to let her stay on the farm as long as she wants and Kara is grateful. She then warns him about a crystal that was in her ship and that only a Kryptonian can destroy the crystal, so it would have survived the explosion. In Washington D.C., it is revealed that the mysterious scientist testing the ship has obtained the crystal and is delivering it to the U.S. Department of Domestic Security.

At the Fortress of Solitude, Clark questions Jor-El about Kara's appearance, pointing out that the last time he met a Kryptonian named Kara, Jor-El was responsible. Jor-El maintains that he knew nothing about *this* Kara's arrival. Clark tells him that she is Zor-El's daughter. Clark is upset that Jor-El never told him about his uncle and cousin. Jor-El says not to trust her, out of his distrust for his own brother Zor-El. Clark defends Kara, saying she means no harm. Jor-El chastises Clark for relying on his human emotions. Clark responds that they are part of him whether he likes it or not. Clark changes the subject to his training. Jor-El says his training starts with Kara and he is to watch over her, that she poses a greater threat than he believes.

At the mansion, Lex has drawn a picture of Kara, giving it to one of his men, saying to use whatever resources are necessary to find her.

### Fierce

Clark brings Kara to the centennial Smallville Harvest Festival, but she tells him she prefers to search for the blue crystal. Clark tells her not to use her powers and to just try to fit in. Kara spots Jimmy Olsen, who is taking pictures of contestants, and is attracted to him. Three girls, Tyler Crenshaw, Tempest Drake and Carly, arrive shortly later and sign up for the Miss Sweet Corn beauty contest. Clark tells Kara about the time capsule and the legend of the treasure.

At the Kent Farm, Clark is working in the barn when Lana comes in and walks quietly behind him. He thinks it's Kara. She puts her hand on his shoulder and he turns around and sees Lana. The two embrace. Meanwhile, Carly is talking on the phone about their plan to get the money from this contest. She walks into a flower shop, but the room freezes in seconds.

In the Kents' house, Lana explains to Clark that she didn't tell him she was going to fake her death because she was trying to protect him. She also tells him that Chloe can't know she's alive until she clears her name before reappearing. Clark tells Lana she can stay with him, so she moves in with him.

Kara walks in wearing a red bikini swimsuit with black heels and announces that she's entering the Sweet Corn beauty contest. Clark explains that Kara is his cousin. Lana leaves, giving the two time alone. Clark tries to explain she shouldn't bring attention to herself by entering the pageant. Kara points out that Clark got the chance to be a football star. Clark takes Kara to the barn where he tries to teach her to control her heat vision. He demonstrates by drawing a face on a watermelon with his, but when he gives Kara a chance, she purposefully explodes it all over him and announces that she will learn by herself. Clark gets mad and Kara storms off.

The girls are preparing for the beauty contest. Tyler tells Tempest she had no choice and had to kill Carly. Kara then goes up to them and asks for help with her makeup. Tyler ignores her and Tempest makes a rude remark. Kara is upset by their hostility and leaves. As she is walking past the flower shop, she spots the frozen corpse of Carly.

At LuthorCorp, Agent Carter of the U.S. Department of Domestic Security has arrived to talk with Lex. Agent Carter intends to have his men search for the woman in Lex's drawing. Chloe is meeting Jimmy at the *Daily Planet* when Jimmy shows her a photo of Carly's frozen corpse. Grant Gabriel then walks nearby while talking on his cell phone with Lois. He sees the photo and tells Chloe to chase the story.

At the Kent farm, Clark is telling Lana how hard it is to tell Kara not use her powers. She tells him to give Kara a chance.

Meanwhile at the Talon, the contestants are rehearsing. Jimmy is there, taking photos of the contestants. Kara spots him and gives a smile as he takes a picture of her. Jimmy then sees Tyler and Tempest heading into the back room and goes after them. They're talking about Carly and say that they need this pageant as a distraction to go after the time capsule. Jimmy snaps a photo of them and leaves. When he gets in his car, cold air suddenly fills up the car through the vents; everything including Jimmy starts to freeze. As Tyler is leaving, she sees Kara pulling off Jimmy's car door with one hand using her super strength.

Lex arrives at the Kent farm to talk with Lana. She asks him if he took care of everything as he said he was going to do; he tells her yes. He also asks her to see that everything he did was because he loves her. Lana tells him coldly he has no right to ask that and goes to the door. Lex tells Lana that Clark has a cousin visiting and that he is looking forward to meeting her.

Clark and Chloe arrive at the hospital, where they meet up with Kara, who is watching over Jimmy. Clark is concerned that someone might have seen her use her powers. Kara then gets upset, saying she was too busy saving Jimmy's life and storms off. Chloe gives Clark information on the three girls: that they are meteor freaks, and that they've been in the Midwest committing robberies. She also thinks that they plan to steal the time capsule.

Kara is at the Talon backstage packing her things when Tyler and Tempest come in and tell her that they know she has powers. They also ask for her help in getting the time capsule. When they show her a photo of the time capsule, Kara spots a picture of a Kryptonian medallion in the photo and agrees to help.

At night, Tyler and Tempest go to the time capsule and see that Kara has taken the map. They then head off to the pageant and participate until Clark arrives.

At the Luthor Mansion, Lex is talking with Carter again about the woman in the drawing. He says that the woman he's looking for doesn't exist and that she is just a fantasy. He gives information on other events happening in Smallville. Back at the pageant, Kara is selected as the winner, but the sheriff comes and arrests her.

Clark arrives at the Sheriff's office to talk to Kara, who is in a holding cell. He fusses at her for stealing the map and she explains the treasure is Kryptonian, but claims she didn't tell him because he has been completely uninterested and condescending towards her. She wants to simply bend the bars and walk out, but he convinces her to stay put until Chloe can get her out legally. Clark insists that Kara tell him where the map is, but she admits a freak gust of wind blew it away. Exasperated, Clark walks away and Chloe diffuses the situation by asking Kara to explain what was on it. At a gas station in town, Tyler and Tempest have dug the treasure up, but think that it is nothing. Clark appears and Tempest uses her powers and throws a tornado at him, which unearths meteor rocks, weakening him. Kara shows up and stops both Tempest and Tyler. Clark thanks her and they embrace.

The next day, Clark and Kara talk about the Kryptonian medallion. She tells him it must be an SOS. She says she got a job at the Talon as a waitress and will work harder on fitting in and not exposing her powers, but Clark needs to realize that the two of them will never be human. She tells Clark he is fooling himself if he thinks he can live a simple life growing old with Lana.

Jimmy is dropping Chloe off at the apartment when he remarks that he is now beginning to understand Chloe's previous assumptions that all metahumans eventually become psychotic. He declares that he will "help her" rid the town of meteor-infected people. Kara interrupts to pick up her bag. Already pretending not to be upset, Chloe notices Kara and Jimmy sharing a long look.

Clark and Lana are walking through the carnival. Lana tells Clark she thought he wouldn't forgive her for marrying Lex. Clark tells her nothing could change the way he feels about her. Lana tells him she never wants the past to come between them again and she wants them to be always together, so they decide to start dating again. After one of Lex's men reports to Lex that they found the girl in his drawing, Lex approaches Kara as she is leaving the Talon. He thanks her for saving his life at the river, but she denies being there. Lex doesn't buy it and warns her that he'll find out the truth.

### Cure

Chloe and Jimmy are having coffee at the Talon but Chloe seems distracted, so Jimmy shows her expensive concert tickets that he's purchased and tells her that he's planned an evening of fun for the two of them. Chloe then spots a familiar face. She says a hasty goodbye to Jimmy and follows a woman out of the Talon. It is Sasha Woodman, a metahuman who could control bees freshman year. Chloe confronts her and asks her how she escaped Belle Reve, but Sasha claims that she was cured. She says she doesn't remember the last six years because she underwent a procedure by Dr. Curtis Knox. Sasha leaves towards her car and is approached by Dr. Knox himself. He tells Sasha she has "something he needs" and presses a chloroform-soaked handkerchief to her face. Sasha passes out and Knox drags her away.

It's morning on the Kent Farm and Kara finds Lana making breakfast for Clark. Shortly after Clark comes downstairs, Martian Manhunter appears and grabs Kara by the neck and warns her to stay away from Kal-El. They struggle until Clark steps between them. Kara claims Martian Manhunter forced her family from their home, but Clark tells her that he and Jor-El were close friends. Kara warns Clark to watch his back and speeds away angrily. Lana watches the whole scene in wonder, then politely excuses herself.

The Martian Manhunter explains to Clark that Kara is dangerous, but Clark is reluctant to believe this because Kara is the only Kryptonian family he has. The Martian reveals that Kara's father Zor-El tried to assassinate Jor-El. He instructs Clark to find Kara's crystal before she does, or everything he loves will be destroyed. Kara is in the loft listening to their whole conversation.

Lex meets Dr. Curtis Knox in the library of the Luthor Mansion. They have been working together to cure metahumans, but Lex asks him about some questionable tests Knox has been running on Level 33.1 subjects that Lex never approved. Knox blows off his concern, claiming that science and medicine only advance when risks are taken. Lex asks if Knox knows where three missing patients are and Knox suggests that their memory loss might have made them disappear. He thinks Lex erased their knowledge of Lex's responsibility, but Lex claims he was helping them by eliminating disturbing memories. Knox exits.

In an elaborately-decorated bedroom, Knox is seen caring for an unconscious woman. She is surrounded by jars containing green glowing liquid and life-support machinery. He kisses her and reports that he has found another "puzzle piece". He puts on an apron and approaches Sasha, who is strapped to a table, struggling to get free. Knox selects a surgical instrument and extracts an organ from Sasha's abdomen, killing her.

Chloe is at the *Daily Planet* researching Curtis Knox. Jimmy is excited about their plans but Chloe reluctantly cancels them, saying she has to chase a hot story. Jimmy is very disappointed, saying all Chloe talks about are meteor freaks and they should all be locked up. He storms away just as Clark super-speeds in. He immediately asks Chloe to drop what she is doing to help him find Kara's crystal, but Chloe is already upset. Annoyed, she snaps that she does not have time to help and storms away. Clark watches her go, looking confused and worried.

Chloe goes to Dr. Knox's clinic and announces that she wishes to be cured of her meteor-rock infection.

Lana is in the loft sending instant messages to a mysterious source asking if the "Metropolis location" was satisfactory. Lana replies that it is perfect and that payment is being sent. Clark arrives and Lana asks why he isn't with Chloe looking for the crystal. Clark asks if Chloe has opened up to Lana at all, but Lana says she just works 24/7 trying to impress the new editor. Clark tells her that Chloe's been researching Curtis Knox and is surprised that Lana is familiar with his work with meteor-infected people. Lana claims that she's done research because she wants to help those who have been victimized by Lex. She reports that Knox claims he can cure meteor-infection with brain surgery. Lana assumes Chloe is getting a headline but Clark looks worried.

At the *Daily Planet*, Kara asks Jimmy if he's seen Lois because she wants to ask her about the ship she supposedly discovered, claiming to be an "ET junkie". Jimmy reports that she's out of town for a story, but she wasn't able to get any clear images anyway. Kara flirts with him and suggests that Jimmy could probably do a better job of rendering the images and getting some results. With his evening now free, Jimmy agrees to help her. Kara kisses his cheek and leaves.

Chloe is at home writing Jimmy a letter when Clark arrives. He tells her that he suspects she is interested in Knox's procedure. He tries to talk her out of it, but Chloe thinks Knox is her only chance at a normal life. Without it, she is sure she will eventually become psychotic or murderous. She reasons that even if she doesn't, the next time she heals someone, she might not come back from the dead. Clark asks about side effects. When she admits memory loss is possible, Clark is upset that she is willing to risk forgetting all of her friends and experiences but Chloe has made up her mind that it is worth the risk.

Dr. Knox is disposing of Sasha's body at the Smallville Fertilizer Plant when Lex catches him. He tells him that he won't let him kill anyone else. Knox claims that he has cured them and made them forget what Lex did to them. He reveals that he only decided to work for Lex because a chosen few have something he needs. Lex pulls a gun and when Knox advances, he shoots him in the chest six times. Knox falls but to Lex's astonishment, he gets right back up, unharmed. He knocks Lex out with a flashlight and is about to deliver another blow when Clark superspeeds onto the scene. He knocks Knox into a power line and gathers Lex up to take him to safety.

While Jimmy and Kara are waiting to restore the images, they are flirting over learning how to use chopsticks. When the image appears, it is revealed that the ship was housed in a government warehouse. Jimmy wants to give Chloe the big scoop but Kara asks him not to, knowing she would tell Clark. Jimmy reluctantly agrees just as Chloe approaches. He tries to explain what he and Kara are doing together, but Chloe says he doesn't need to. She leaves abruptly, throwing away the letter she wrote.

Lex wakes up in the hospital, surprised to see Clark at his side. Clark asks him about Knox and Lex correctly guesses that Lana told him about him. He tells Clark that Lana stole $10 million from him and is uncovering company secrets. He muses that it was money well spent because he'd be in a morgue if Lana hadn't tipped Clark off. Clark spits that Lex is no better than Knox and regrets having to take his life for Lex. Lex tells him that Knox is, in fact, immortal—he attacked him *after* Lex shot him. He also tells him that Knox is murdering his patients.

Chloe arrives at Knox's facility but is suspicious that there are no staff members present. Knox reports that she has elevated meteor-rock concentration in her heart. Chloe realizes that she is in danger but when she tries to run, Knox catches her and chloroforms her.

Clark asks Jimmy if he knows where Chloe is and Jimmy shows him Chloe's note to him, which says she might not remember him.

Chloe wakes up strapped to a table, next to Knox's wife, Sophia. Chloe offers to heal Sophia with her meteor power, but Knox explains that she is not sick; he is tired of watching his lovers grow old and die, and intends to take Chloe's heart out and put it in his wife to make her immortal.

Clark gets to Knox's office but he is already gone. Lex arrives shortly afterward and shows Clark research he's done that proves that Knox has been around since at least 1675. Clark has found Knox's pocket watch. Lex recognizes the inscription matches the Victorian arms, where Knox lived in the 1920s. Clark superspeeds there just as Knox is pressing a knife to Chloe's chest. He pushes him across the room and unbuckles one of Chloe's hands before he is overcome by the jars of glowing green fluid. He and Knox fight brutally, destroying the medical equipment in the room. Clark finally collapses but Knox abruptly stops fighting when he realizes that Sophia has flat-lined. He cradles his dying wife as Chloe frees herself and pushes the meteor rock away. Clark recovers and they watch in stunned silence as Knox cries over his dead wife.

The Martian Manhunter approaches Clark in the barn, and when Clark asks him what he did with Knox, he doesn't give him an answer. He points out that like Knox, Clark will also outlive the people he cares about. Kara enters and again claims that the Martian Manhunter cannot be trusted. The Martian claims that Zor-El was a traitor. Clark is torn, but Kara is upset that he doesn't believe her. She flies away into the sky.

The next morning, Lana asks about Knox's clinic. Clark tells her that Lex helped find Knox, and that Lex claims she stole $10 million. Lana says Lex is just trying to destroy what they have and the money was a divorce settlement that she intends to use to help meteor-infected people. Clark looks doubtful but Lana hugs him and says she'd never hide anything from him. That evening, Lana is seen entering an abandoned building. One room is full of high-tech surveillance equipment which she is using to spy on Lex.

Jimmy is waiting for Chloe, expecting her to not remember him. He has brought her a keepsake box full of mementos about their relationship. They talk about their happy moments, but when Jimmy suggests they agree that the future just be normal, Chloe cannot promise him this. Jimmy thinks Chloe is still mad about him helping Kara, but Chloe insists that she isn't. He says he has been very patient with Chloe and doesn't understand why she can't tell him what the problem is. When she doesn't answer, Jimmy says he can't do it anymore and leaves Chloe in tears.

### Action

At the Kent Farm, a movie crew from Hollywood is rehearsing a scene in which a masked and caped figure flies in a stunt harness. Chloe Sullivan and Clark Kent are watching from the sidelines. Chloe says it is exciting that they are making a *Warrior Angel* movie in Smallville; she also tells Clark that since she and Jimmy broke up, she's had time to create a fake identity for Kara. The film's leading lady, Rachel Davenport, who doesn't grant press interviews, walks by. Clark and Chloe watch her doing a scene in which she drives away; however, the brakes of her car have been cut. She can't stop and is almost killed but Clark super speeds to the rescue and catches her. Rachel is impressed.

The day after, Lana Lang congratulates Clark for saving Rachel. One of the film's production assistants, Ben Meyers, arrives to tell Clark that Rachel wants to meet with him at the Talon. Clark asks Rachel to grant his friend Chloe an interview and she agrees. Chloe arrives but explains that before she can interview Rachel, Rachel must talk to the police because the investigation of her car indicates that the brake cables of the car were, in fact, cut and the accident was no accident.

At the *Daily Planet*, Lois Lane is on the phone working on a story when Grant Gabriel confronts her about not going after the story about Rachel. He is annoyed that the *Smallville Ledger* got the scoop. Lois prefers to go after the story about Lex buying land near the dam even though there's nothing on it but a cabin. Grant tells her to drop it.

Lionel Luthor wakes up in a cabin and sees a woman who introduces herself as Marilyn. He asks for water. He then sees a bear trap-like mechanism locked on his right hand. Marilyn then goes into the other room and makes a call saying that he is "awake."

Rachel is in the Kent barn rehearsing scenes with Clark for her movie. The "scene" gets romantic and Lana appears just as Rachel is leaning in towards a reluctant Clark for a kiss. Rachel exits and Lana explains to Clark that the fans aren't happy because in the movie, Warrior Angel's girlfriend lives, but in the comics, she is supposed to die. This might be why a fan is trying to kill Rachel.

Lex is talking to one of his assistants about Kara's identity. Clark arrives at the Luthor Mansion to ask him about the Warrior Angel storyline. Lex claims he hasn't read an issue since he and Clark were friends, but produces a perfectly-preserved copy of the issue in question. He shows Clark the comic, in which the evil villain Devilicus shoots Warrior Angel's girlfriend Penelope, and she dies in his arms. Clark leaves to go back to the movie set.

On set, Rachel is about to do a scene. However, Ben puts a real bullet in the prop gun. Clark, watching the scene, X-rays the gun and sees the real bullet in it. He super speeds and catches it, but Ben sees him. Lois sneaks into LuthorCorp as an employee. She heads to Lex's office and tries to hack into his computer but is caught by Lex. He tells her he has no more secrets left. He denies having purchased any land near the dam and is surprised that the initials "LL" are on the authorization. He then gets his man to escort Lois out of the building.

With Marilyn in the other room, Lionel frees himself by pulling the bear trap off his hand. He then throws a glass on the ground. It breaks and Marilyn comes in. He then apologies for being rude earlier and when she picks up the glass, he knocks her out and runs out the door.

Clark arrives home and the press is there taking pictures of him and asking questions. He is unnerved, but when he gets inside, Rachel is unconcerned; she's getting a massage and reading. He explains that he allowed her to stay on the farm for her safety, but if the paparazzi know she is there, the killer will know, too. He then sees an envelope addressed to him. It is an issue of "Warrior Angel" and a message telling him that the writer knows about his powers and asks him why hasn't he saved the world yet.

Marilyn is chasing Lionel through the woods when he is hit in the head by a shovel. It is revealed that Lana is paying Marilyn to keep him captive. She is furious and berates Marilyn for letting Lionel escape but she is interrupted when Clark calls, asking her to pick up Rachel. She sweetly agrees.

Clark and Chloe try to find out who the stalker is. Chloe manages to trace the comic book purchase to Ben. Clark then goes to Ben's apartment but only finds a computer attached to a camera. It is a recorded message to Clark from Ben, telling him that he should be the hero he is destined to be and start saving the world.

Lex follows Lois' story and arrives at the cabin filled with various plants some appearing to be over 10,000 dollars worth of marijuana and other weeds and sees his father tied to a bed. He goes over to free him, but Marilyn points a gun at him. However, Lionel knocks her out cold again and starts to hit her in the head with the bear trap many times. Lex is horrified and calls out to him to stop.

Lana takes Rachel to Queen Tower for safety. Ben has tracked them down and he tasers Rachel unconscious. Lana tries to escape, but he tasers her as well.

Clark takes Ben's hard drive to Chloe and tries to figure out what Ben's up to. They realize that Ben is going after Lana. At the Queen Tower, Ben carries Lana over the edge of the building and tells her she needs to die in order for Clark to save the world. He tosses her over but Clark arrives just in time to jump after her and catch her.

The next day, Grant is not impressed with Lois' story, but invites her to a dinner. She declines.

Lionel is back on his feet. He confronts Lana in the loft and tells her he knows it was her that held him in that cabin and warns her about this dangerous game she is playing.

Ben has been put in Belle Reve. Lex goes to visit and tries to bribe Ben into talking by offering him dozens of the rarest "Warrior Angel" comics. He says he's there to hear whatever Ben has to say about what he saw. Ben tells Lex nothing.

Rachel arrives at the Kent farm to give Clark a gift before she heads back to Hollywood. As she leaves, Lana muses that she doesn't want to be the person holding Clark back from doing great things. Clark assures her that he has everything he's ever wanted here on the farm with her. When Lana leaves, Clark opens up the gift Rachel gave him. It is a red cape. Clark dismissively hangs it on the fence and follows Lana into the house.

### Lara

During the war on Krypton, Kara is begging her father, Zor-El, not to send her away. She is very resentful of the three-year journey toward Earth, especially since everything she knows and loves is on Krypton. He gives her a crystal which she must protect. It contains instructions for what she must do when she rescues Kal-El. Zor-El stays behind on Krypton after they bid each other goodbye.

Kara is flying above Washington D.C. An airplane nearly hits her, but she flies out of the way just in time.

Chloe is looking at a website for the Isis Foundation which gives support for the meteor infected. Clark superspeeds in and Chloe tells him that an airline pilot reported a near miss with an object that was most likely Kara. Clark is worried that Kara might hurt someone or reveal the Kent family secret. Jimmy Olsen meets up with Clark and Chloe, and Clark begs Jimmy to tell him anything he knows about Kara. Jimmy reveals that Kara asked to see Lois' video of the spaceship. He managed to get a partial image of equipment that pointed to the government. Clark comes to the realization that the government might have the crystal, and Kara will do anything to get it back.

Clark visits Lionel in his office to get information about an underground government lab he found beneath the silo in Granville. When asked which side of the family Kara is from, Clark lies, saying she is from his adopted father's side of the family. Lionel then says that the lab belongs to the Department of Domestic Security. He also tells Clark about Starhawk, a program which watches for threats beyond the stars. They came to Smallville after the second meteor shower, and were about to leave since they found no conclusive evidence of an alien threat. Clark asks Lionel to tell him everything he knows about Starhawk.

The blue crystal is being analyzed in a lab with Agent Carter supervising. One of the lab technicians reports that seven percent of the material in the crystal is unidentifiable. As the crystal is locked up in a chamber, Lex Luthor enters the building and accuses Carter of stealing something from the spacecraft without telling him. Carter states the information is classified, but Lex doesn't care. He says he will eventually find out what Carter is hiding. After Lex leaves, Carter and his scientists continue examining the crystal.

In Washington D.C., Kara is using her super-hearing to listen for discussion about the crystal. She hears one of the technicians from Carter's lab talking about working in the lab. Using her sex appeal, she pulls him aside and asks questions about his work. Even though he is forbidden to share any information with her, he begins to fall for her and tells her that a crystal was found in the ship and was being studied at the lab. When he turns around for a few seconds, Kara is gone.

Kara is walking through the hallways of the lab. She has stolen the technician's wallet, and is using his card to enter secure doorways. When she gets to the room where the crystal was held, she smashes open the chamber and discovers that the crystal is gone.

Chloe enters a building for the Isis Foundation and, to her surprise, is greeted by Lana. Lana says she started the foundation with money from Lex's divorce settlement to help victims and their families fight back. She eventually plans on turning the Isis Foundation into a major operation. Chloe seems impressed, but she senses Lana is bending the truth when Lana asks her not to tell Clark about  this. Lana denies lying about anything, and Chloe agrees to keep the conversation a secret.

Kara finds the lab technician again, demanding to know the real location of the crystal. Clark shows up behind Kara and tells her to let the technician go and to give him back his wallet. He pulls her aside, wanting to know if she was looking for the crystal, but she refuses to tell him anything. Kara is upset because the crystal is her last tie to Krypton, and she thinks Clark doesn't care at all. She tells Clark to get out of her life, making it very clear to Clark that she is not too fond of him. When Clark tries to stop her from leaving, she pushes him away and flies through the ceiling.

At the *Daily Planet*, Jimmy finds that Kara is using his computer, hacking into a national security network. She is looking for people who have entered the lab and might have stolen the crystal from it. Her search brings up LX Dynamics, a LuthorCorp defense contractor. As Jimmy finds a file, Kara superspeeds away.

Lana is viewing footage from the surveillance cameras installed in the Luthor Mansion when she suddenly loses all signals. Kara enters the mansion and x-rays the wall and sees a safe. She suddenly falls ill and sees Carter standing behind her with kryptonite handcuffs. After seeing how meteor rocks disable her ship, he figured it might do the same to the passenger. Lex enters the room and Carter pulls out a gun, accusing him of working with Kara and stealing his property. Lex wonders what he did to Kara. Carter shoots Lex with the tranquilizer gun and leads Kara away. Lana gets back the feed from her surveillance cameras and calls Clark to tell him that Kara was there.

Clark enters Lex's mansion, where Lex is making a phone call to get Carter fired. He is demanding to know where Kara is. Lex tells him she was just arrested by the department of domestic security and has been taken to a lab in Virginia.

Kara is restrained on a table in a lab, in deep pain from the kryptonite surrounding her. She keeps insisting she's human, but Carter wonders how she smashed into an impenetrable vault. Prior to capturing her, he spoke with the lab tech she tried to seduce. Using technology developed at Summerholt, Carter is able to force people to relive their memories by injecting the meteor rock straight into their veins. He gives Kara a small dose of kryptonite, wanting know more about her background.

At the Kent Farm, Kara is talking to her aunt, Lara-El. Kara followed Lara to Earth by sneaking through the last remaining portal. Lara says she wants to see where her son may grow up. Kara congratulates her on getting pregnant since she and Jor-El have wanted a child for a while. Lara is worried that Krypton may never see the end of the war despite the chance that Jor-El's Brain InterActive Construct would save them. According to Lara, Jor-El chose the Kents to raise their child when he visited Earth many years ago because he was impressed by their capacity to love. Kara makes a comment about how messy the barn is, but Lara explains that it's not where they live. She decides to show Kara around.

Kara wakes up from the flashback, still in Carter's lab. He discovers she was on Earth in 1986, before the first meteor shower. Kara continues to deny being an alien, but her pain is getting worse. Carter injects more kryptonite into her veins to force another flashback.

Lara and Kara enter the kitchen of the Kents' house, while the Kents are away. Kara suggests that Lara name her son Kal-El, so he can look at the sky and think of them. Lara finds a picture of Martha Kent, and thinks she will make a good mother. Kara takes a photo of Lara, so her son could have a picture of her. Lara hides the picture behind the picture of Martha. Suddenly, the door is kicked off its hinges, and Zor-El steps in.

Back at the lab, Clark bends the door open and is immediately weakened by the kryptonite radiation filling the room. Carter realizes that he is from the same race as Kara. Clark warns him that the meteor rock exposure is killing her and punches him away. Clark is able to remove the IV from Kara's arm, but he sees the same flashback Kara is seeing when he tries to disconnect the rest of the equipment.

Zor-El is yelling at Kara because she left Kandor, and tells her to wait outside. Alone with Lara, Zor-El tells her that they could rule the planet Earth with strength as a family. Lara backs away, telling Zor-El that she is pregnant with Jor-El's child. Meanwhile, Kara is watching from outside. Zor-El claims he tried to kill Jor-El because Jor-El stole Lara from him, ruining his life. It is revealed that he stored Lara's DNA inside a crystal. He continues to try to seduce Lara, until Kara stops him. Enraged, he erases Kara's memory of that day with another crystal.

Clark discovers that Kara has flat-lined from the kryptonite exposure. He tries to wake her up while Carter is sneaking up behind him with more kryptonite. Lionel appears in the doorway and shoots Carter. Clark punches Kara's chest as hard as he can, resuscitating her. They embrace, and she apologizes.

At Clark's house, Kara and Clark find the picture of Martha with the picture of Lara hidden beneath it, proving that everything they saw really happened. Kara comes to terms with the fact that her father was not the godlike hero she thought he was. Clark tells her that she is not defined by her parents, and must now shape her own destiny. She apologizes for being so obsessed with the crystal, putting them both in danger, and saying things she didn't mean. Clark hopes he can see Lara again someday.

Lionel visits Lex and criticizes him for being fascinated with the new girl in town, Kara Kent. He thinks Lex should give up his obsession with Clark and everyone associated with him. Lex comments that Lionel spends about as much time protecting Clark as he does pushing Lex away. Lionel agrees that Lex has changed; he has become more of an expert at hiding his projects. He can fool everyone around him with the exception of Lionel.

Kara apologizes to Jimmy for running off last night, saying he was always there for her when she was out chasing leads. She invites him out for lunch and kisses him. Jimmy runs into Chloe on the way out. Chloe still wants to be friends and asks him out to lunch, but Jimmy says he already has plans and looks at Kara. Chloe warns Jimmy to be careful.

In the barn, Clark thanks Lana for helping him find Kara, and shows her the picture of Lara. Lana is curious about how the picture could have been taken in Clark's house, but he decides to show her something else. He opens a box inside a trap door in the barn, revealing the blue crystal with Lara's DNA.

### Wrath

Lana and Clark are riding horses after a romantic afternoon together. Lana notes that Clark is being very attentive and Clark admits that he feels like Lana has been distant recently. Just then, a storm begins and as they run for cover into the house past the windmill, they kiss and walking towards the gate Clark is weakened by a piece of kryptonite. As Lana picks it up to throw it away, lightning strikes the windmill and shoots through Lana and Clark. The windmill starts to fall... and Lana catches it with one of Clark's many abilites, super strength.

Clark follows as Lana tries out super speed, warning her to be careful. Lana doesn't have to try very hard to convince Clark that they could probably make love now that they are on "an equal playing field". Chloe is at the Talon when seismic tremors rock the surrounding area. She goes to the farm to make sure Clark and Lana are okay. Clark and Lana sheepishly explain Lana's newfound powers - and that their superpowered lovemaking was the source of the earthquakes. After Lana goes upstairs, Chloe warns Clark that it has gone badly before when Clark has had his powers siphoned off. Clark asks Chloe to keep an eye on Lana. Upstairs, Lana overhears them talking about her and becomes furious, breaking a mirror. Chloe takes Lana to the Talon and Chloe tries to warn her, but Lana says she wants to use her powers to tell her story.

At the Luthor Mansion, Lex meets with Dr. Jansen who reports the results from Project Scion: the dust that is the remainder of Milton Fine's ship has liquefied. Dr. Jansen warns that the liquid is sentient... and alive, only subdued by meteor rock. Lex puts it in his vault, unaware that Lana is monitoring him on her surveillance cameras. Lana superspeeds to the vault and burns it open with her heat vision, then takes the data file on Project Scion.

Lionel is in his office chatting with Senator Martha Kent in Washington when Clark arrives to tell him about Lana. Lionel warns him of the danger, informing Clark that Lana was responsible for his captivity after the dam broke. Clark is skeptical and goes to see Lana at the Kent house but she isn't there. Clark finds a brochure for the Isis Foundation in Lana's book. Lex arrives and demands answers, knowing that Lana is responsible for breaking into his safe. When Clark asks Lex if he knew about the foundation, Lex notes that Lana has been keeping secrets.

Lois is trying to get Grant Gabriel to print her latest story when Lana arrives to speak with Grant. She gives him the hard drive and reports that it will expose Lex. When he refuses to do so with stolen evidence, Lana starts tossing him around. Lois goes to defend Grant and she kicks Lois through a window. Lana declares that she will take care of Lex on her own.

Clark meets Lois and Chloe at the Smallville Medical Center where Lois is waiting to be treated. Lois tells them that Lana assaulted her after mentioning Project Scion and that she intends to find out what it is. After Lois is called into the examining room, Clark and Chloe agree that Lana is getting more aggressive and Clark goes to track her down.

Later, Lois slips out of the hospital and runs into Grant, who has brought her flowers and tries to warn her off the story. As they are in the elevator, she acknowledges the flirting and sexual tension between them but declares that office romances never work. She refuses to back off the story and leaves.

Chloe and Clark try to track down Project Scion and Clark wonders if Lex might have changed. Chloe is skeptical and Clark admits that he has been wondering about Lana ever since her return. He asks Chloe about the Isis Foundation and she decides to show him the office. Meanwhile, Lex is in his car talking to Dr. Jansen on his cell phone when he swerves to a stop trying to avoid Lana, who is standing in the street. She shatters his windshield with her superpowers.

Chloe takes Clark to Lana's Isis office and he uses his x-ray vision to find the surveillance chamber. They tap into a recording of Lex's cell phone and overhear him telling Lana that Project Scion is at plant number four.

Lana has taken Lex to the plant and finds out that he is tracking aliens. Lex believes it is all related and believes she is still obsessed with him. He points out he hasn't hurt anyone and other aliens are on the way. Lana doesn't believe him and prepares to electrocute him. Lex points out that Clark will never consider her the same way again if she kills him. Lex kisses Lana but she chokes him and throws him into a wall, knocking him out.

Clark arrives and tries to intervene, and Lana attacks him. The two fight and the container with the spaceship liquid and the kryptonite falls out, weakening both Lana and Clark. Clark breaks the vial apart, throwing the liquid away and running an electrical charge through the kryptonite and Lana. This reverses the power transfer and Lana loses her powers. As he tends to Lana, the liquid flows away on its own.

At the *Daily Planet*, Grant assures someone over the phone that "it" has been taken care of, and he erases computer files on Project Scion. Lois arrives at his offices to report she hasn't found any evidence to support Lana's story. She wants to talk about their encounter at the hospital and Grant kisses her. She considers for a moment, jokes about sexual harassment, and then kisses him back.

Clark goes to ask Lex if he plans to press charges against Lana. Lex says he has nothing planned and notes that Lana displayed her true feelings for him. He thinks she'll never move beyond her obsession.

Lana returns to her surveillance center to find the cameras disabled, and Chloe waiting for her. Chloe is not impressed with Lana's excuses and doesn't believe she can give Clark the loyalty he deserves. Lana insists she'd do anything for Clark, and Chloe notes she'd even kill for him. Chloe wonders if Lana will bring Clark down, and warns she'll prevent it any way she can.

Lex is in the Project Scion labs with Dr. Jansen, trying to find the missing liquid substance. After he leaves, the material slips out from hiding and attaches itself to a female lab technician.

Clark meets with Lana at the barn and she tries to convince him she would never hurt him. She refuses to apologize to going to extremes to protect the person she loves and Clark notes she sounds like Lex. Lana notes that even Clark must have crossed a moral line to protect someone he loves. Clark says he is responsible for the situation, due to all the secrets he kept from her and now she can't trust him. Lana insists on living with the decisions that she's made and says that she needs to know he loves her no matter what. Clark doesn't reply.

### Blue

On the Kent Farm at night, Clark is thinking about his mother when Kara comes back from surfing in Coast City with Jimmy. Kara tells him that she'll tell him everything about Lara in the morning and tells him to get some sleep. Clark hears a voice from the farm, and goes to check it out.

In the barn, he finds the voice coming from the blue crystal. He opens the box containing the crystal and hears his mother's voice clearly calling for help. He is suddenly transported to the Fortress of Solitude by the crystal. Jor-El warns him not to insert the crystal into the Fortress but Clark disobeys him saying that he can't turn his back on his mother. He puts the blue crystal into the console and the Fortress glows blue. Suddenly Lara appears, disoriented and mistaking Clark for Jor-El. He tells her that he's Kal-El and she smiles as they hug. Unbeknownst to either of them, a shadowy figure is watching them unseen.

In the morning, Clark takes his mother to the Kent Farm. She says that her last memory is of Krypton exploding around her. Kara comes in and sees Lara. Lara is excited and gives Kara a hug, as Kara realizes that Clark must have had the crystal all along. Lara warns that Zor-El's replicant must be somewhere nearby. But Clark tells her since there are three of them - Clark, Kara, and Lara - they have nothing to fear.

At the *Daily Planet*, Lois gives Grant Gabriel a photo of a breaking news story. Gabriel isn't impressed by the photo, but after a brief argument they end up kissing. Lois begins to wonder if he just hired her just for her looks, but he shows her an article she wrote on underground fight clubs that convinced him to hire her. They start kissing again, just as Chloe comes up to the door and sees them. Later, Lois sits down at her desk next to Chloe, but Chloe is upset that Lois has decided to date her editor. She sternly warns her that nothing good can come from their relationship and advises Lois to break up with Grant.

In the Kent barn, Zor-El meets Kara and gives her a hug. Kara is upset and tells him that she knows he tried to kill his brother Jor-El. He tells Kara that he has changed for the better, and then orders her to go to the Fortress to wait for him.

Zor-El then goes to LuthorCorp to find the vessel of Jor-El, Lionel Luthor. Zor-El orders Lionel to tell Clark and Lara that he should trust him. When Lionel refuses, Zor-El attacks him and is just about to kill Lionel when Clark shows up and punches him through the window, then Zor-El flies off. As Lionel is taken away by paramedics, he warns Clark about Zor-El's plans.

Clark takes Lara to Queen Tower where she will be safe from Zor-El. Lana arrives and Clark introduces her to his mother and Lara gives Clark Jor-El's blue victory ring. Clark puts it on before going outside where Zor-El confronts him, trying to sway him to his cause. Zor-El tells Clark that Kara told him where he was. Clark doesn't believe it and attacks Zor-El, but quickly realizes that the ring has stripped him of his power. Zor-El throws Clark down and explains that he had set up the blue crystal so that Clark would resurrect Lara, who would give him the ring. Clark can't remove the ring and remains powerless, but Zor-El spares his life on behalf of Lara.

Lara & Lana are drinking tea in the clock tower when Zor-El enters to take Lara to the Fortress, tossing Lana aside. Clark comes to Lana's side and sees that his mother is gone. Clark goes to the *Daily Planet* to ask Chloe to give him a ride back to his barn so he can confront Zor-El. He tells her that Kara has betrayed him.

At the Luthor Mansion, Lex Luthor is playing pool with Grant. Lex tells him that he needs to stop dating Lois. Grant assures Lex he can keep her in the dark but Lex insists, noting that Gabriel would be nothing without him.

At the Fortress, Kara is waiting and sees that Zor-El has come with Lara. Kara asks her father if he hurt Kal-El. Lara then offers herself, to save her son. Zor-El responds by programming the Fortress console with crystals to create an eclipse, planning to wipe out humanity. Kara tries to stop him by pulling out the blue crystal but she can't; Zor-El tells her that only Clark can pull the crystal out. Back at his barn, Clark cannot get the ring off so he decides to go to the Fortress anyway. As he is about to leave, the sky grows dark as Zor-El's eclipse begins.

Lois meets Grant in his office and tell him they should stop seeing each other. He goes along with it but soon they are kissing again.

Lara finds a Kryptonian dagger in the Fortress and tells Kara that Jor-El always kept one to protect his family. Lara plans on killing Zor-El but Kara decides she wants to do it, figuring that if he caught them he would be less likely to kill his own daughter. Zor-El returns and claims he can't find Clark, but Lara thinks he's lying. Kara attacks Zor-El with the dagger but he easily stops her. Lara tries to help Kara, but Zor-El hits her and starts to choke Kara.

Clark arrives with green kryptonite and uses it to weaken Zor-El. Kara directs him to the blue crystal and Clark leaves Zor-El to stop the eclipse. Lara tells Clark to destroy the crystal, but he doesn't want to lose Lara again. Zor-El manages to knock the green kryptonite away and tries to attack Clark, but Kara attacks him. Lara begs Clark to destroy the crystal and save Kara. She notes that even if he was able to defeat Zor-El without destroying the crystal, he would still have the ring on and be stripped of his powers - preventing him from fulfilling his destiny on Earth. He reluctantly agrees and destroys the crystal by smashing it against the Fortress console. Lara & Zor-El disappear; he looks around for Kara but she is gone too. Kara wakes up on a rainy street in Detroit with no memory of who she is, and is taken in by the kindly owner of a small cafe.

The next day, Clark is in the barn when Lana arrives. Lana tries to comfort Clark but also tells him that she isn't sure if she's good enough for him. Clark reassures her that he believes in her. Lois & Chloe are at the *Daily Planet* and Lois is telling Chloe about her story that the eclipse was not natural. Gabriel comes in and Lois lets Chloe believe she's broken it off with him.

Lex is talking with his experts about the eclipse when Grant comes in. Grant is upset at Lex for having cameras installed in his office to spy on him. Lex apologizes, and tells them that no one - especially Lionel - can know that Gabriel is actually Julian Luthor, his "long-dead brother" actually given up for adoption.

Clark goes to the Fortress to confront Jor-El, but Jor-El claims that he wasn't responsible for Kara's disappearance. Jor-El is disappointed that Clark hasn't learned his lesson and is still defying his father's instructions. He warns that this defiance can't go without consequences, Clark looks worried as he is bathed in a bright light.

### Gemini

Lois Lane and Grant Gabriel are kissing in a storage closet in the *Daily Planet*. She tells him that she doesn't want to write the Lex Luthor exposé since it might raise eyebrows about her relationship with Grant. However, Grant says that Lex requested her. Meanwhile, Chloe Sullivan is trying to call Clark Kent, who has been missing for two weeks. Chloe has been covering for him in his absence, explaining that he is in Minnesota, but she is starting to get worried. Lois catches up with Chloe, who gives her all her research on LuthorCorp. While looking through the papers, Lois hears a phone ringing. Despite the fact that it doesn't belong to her, she answers it and hears a mysterious caller tell her that Chloe has a bomb on her. If she doesn't stop ignoring him, Chloe will die.

At the Luthor Mansion, Lex is fencing with Grant. Grant asks Lex to request that someone else besides Lois write the article since Lois has a way of uncovering significant facts, but Lex denies having anything to hide. Even though Grant seems to be concerned, Lex affirms that he always wins.

The caller, whose name is Adrian Cross, is talking to Lois, telling her that he is an escaped clone from LuthorCorp. His body is aging at a rapid rate and he expects to die very soon. While she is talking to him, Lois attempts to send Chloe an e-mail to warn her, but her internet line is cut. Adrian calls her again and warns her not to disobey him. Frightened, Lois looks around the basement of the *Daily Planet* for men on phones. She spots a suspicious-looking delivery man and follows him into a secluded room, then attacks him. However, the man is innocent and he begins to walk away. He falls back toward Lois, dead from being stabbed with a pair of scissors. Lois' cell phone rings and Adrian warns her to keep her mouth shut.

Clark suddenly reappears on the Kent Farm to find Lana in the barn. He reveals that he was unable to find Kara. Lana tells him she has decided to stop obsessing over Lex, but Clark says he wants to see what she's uncovered. She takes Clark to her secret room in the Isis Foundation, now filled with non-functioning surveillance equipment. Clark finds a folder on Project Scion and Lana shows him the vial filled with black liquid that she thought she destroyed when she wrecked his lab. Clark tells her that she couldn't have destroyed alien technology, so she decides to show him more.

Lois is still attempting to warn Chloe about the bomb. This time, she tries to get a woman to deliver a manila envelope to Chloe which has the warning written on the back. The woman hands the letter to Chloe, who tells Lois that Clark is back and she is leaving to go visit him. At this time, Lois receives a text message from Adrian, warning Lois not to tell Chloe anything. Chloe suspects that something is bothering Lois, but Lois doesn't say anything.

Lana takes Clark to a LuthorCorp lab where Project Scion was tested and shows him Casey Brock, a woman who was found suffering from toxic levels of metal poisoning. Overnight, the amount of metal in her bloodstream dropped dramatically, meaning that whatever was in her bloodstream had left. Clark states that her incoherent speech patterns are actually Kryptonian and writes down what she is murmuring.

Jimmy and Chloe both get into an elevator and share an awkward moment. They recall a Christmas party last year, when Chloe was still dating Jimmy. Chloe turns the envelope over and reads Lois' warning message about the bomb. At this moment, the elevator suddenly brakes, trapping Chloe and Jimmy with the bomb.

Meanwhile, Lois notices an "out of service" sign on the elevator. She begins to walk toward it, but is stopped by Adrian, who is holding the detonator in his hand and demanding his story. In the elevator, Chloe empties her pocketbook to search for the bomb. She finds It, disguised as Chloe's Secret Santa gift. Back in a *Daily Planet* office, Lois is showing Adrian her article about LuthorCorp's first clone. Adrian tells her about his family and his Christmas memories, then reveals that they were all fictitious memories downloaded into his brain. Lois promises to publish the story if Adrian will let Chloe go, but Adrian has another mission for Lois. She must force Lex to confess what he's done. Chloe is trying to call Clark in the elevator, but Jimmy is annoyed that Chloe would call Clark before she would call 911. The cell phone breaks when Chloe accidentally drops it.

Lois goes to her interview with Lex wearing a hidden camera and a device in her ear which allows Adrian to talk to her. If she can't get a confession from Lex, Adrian will kill Chloe. At the same time, Clark and Lana go to the *Daily Planet* to see if Chloe can translate the code that Casey Brock was mumbling, but they can't find her.

Grant and Lex are both waiting for Lois, but they are surprised with her first question, a demand to know about Project Gemini. Adrian is still communicating with her through her earpiece, telling her exactly what to do. Lex claims he doesn't have anything to do with cloning and he denies knowing a man named Adrian. Adrian orders Lois to aim a gun at Grant to get Lex to confess. Lois begins ranting about Adrian's life story. Lex knocks her out and finds the hidden camera she was wearing. Shortly after, Adrian enters and tells Lex and Grant about more of his memories. Grant soon realizes that they have the exact same memories, even talking about their past experiences simultaneously. Adrian also says that they have the same DNA and history, only Adrian was a failed experiment and Grant was a successful one. In an outburst of anger, Lex shoots and kills Adrian, saying he was just a mistake. In his last seconds of life, Adrian presses the button on the bomb's detonator.

In a state of panic, Chloe and Jimmy bang on the elevator door, but no one can hear them. Thinking she is about to die, she confesses to Jimmy that she is a meteor freak. They share one last kiss as the detonater ticks down to the final seconds. In the basement of the *Daily Planet*, Lana turns on Lois' computer screen and sees the email that Lois attempted to send Chloe, warning her about the bomb. Clark uses his super-hearing to locate the sound of the bomb, then he runs to the staircase, *soars* to an upper floor and superspeeds to the rescue. He opens the elevator door and finds Chloe and Jimmy kissing before he throws the bomb off the building roof, where it explodes harmlessly. Chloe and Jimmy are stunned to find that they are unharmed with the elevator doors open and many people staring at them.

After Lois wakes up, Lex tells her that Chloe is fine, but Lois says she will expose his project to the world. Lex retorts by telling Lois that she has no evidence, and he recently bought the *Daily Planet*. Since he is now Lois' boss, there is no way she can write the article.

Jimmy catches up with Chloe and they talk about what happened. He wishes Chloe trusted him more to tell him about her meteor infection, but Chloe just says she had trouble accepting herself. Chloe demonstrates her powers for him by healing a cut on his finger. Even though this was not a major injury, Chloe still feels some slight internal pain from using her healing powers. Jimmy promises to keep Chloe's powers a secret.

While Lex is receiving the acquisition papers for the *Daily Planet*, Grant enters his office, sarcastically congratulating him for purchasing the *Daily Planet*. He is sick of always being under Lex's control and is outraged for being nothing more than an experiment. Lex declares that all he wanted was a family, but Grant is anxious to break free from his control.

Later, Grant visits Lois at the Talon apartment. Contrary to her first impression, she is not fired, in fact, Lex requested that she stay. Grant then breaks up with Lois, since he thinks their relationship is too complicated, especially after what happened today.

Back at the Kent Farm, Chloe and Clark discuss the possibility of the Brain InterActive Construct's return. The Kryptonian code Clark wrote down was an error message that a system encounters when it can't boot up. Each time the code repeats, it learns from its mistakes and is getting closer to actually loading. Clark warns Chloe that the black fluid has evolved into technology willing to kill. Once Chloe leaves and Lana returns home, Clark and Lana share a warm moment. As they embrace, Clark's face flashes white and his skin distorts, revealing that "Clark" has actually been Bizarro the entire time. Meanwhile, the real Clark is frozen in the Fortress of Solitude.

### Persona

It is morning on the Kent Farm, and Lana Lang is waking up in bed next to Bizarro. Bizarro talks about wanting to fly Lana to Paris, but Lana states that she's happy where she is and decides to make "Clark" a special dinner that night. As she gets out of bed and opens the curtains, Bizarro's skin immediately distorts from the sunlight. He jumps into a shady area and gets Lana to close the curtains and rejoin him in bed.

Grant Gabriel enters Lionel Luthor's office to talk about paternity. While Lionel looks through some documents Grant gave him, Grant explains his background and states that Lex Luthor warned him that he could be risking his life by seeing Lionel. However, Lionel doesn't seem to have a problem with Grant, and he decides to get to know him better.

At the Isis Foundation, Lana is going through police reports when Bizarro enters. In her secret surveillance room, she shows him a report on another dead homeless man that has been killed and drained of all trace metals, resembling what happened to Casey Brock. Seven homeless men have been killed in the past two weeks. Bizarro suggests that the Brainiac must be regenerating, and Lana triangulates the attacks to find his possible home base, Suicide Slums.

Several homeless men are crowded around open fires, one of them being Milton Fine, Brainiac's human form. A metallic extension from his finger drains the trace metals from a rat. Bizarro makes a mocking remark to Brainiac and Brainiac immediately recognizes him as the phantom. When asked where Clark is, Bizarro isn't sure, claiming that the Martian Manhunter took him prisoner and when he escaped, Clark was gone.

Bizarro proceeds to ask Brainiac about how he could prevent his skin turning to stone in direct sunlight, but Brainiac does not know. He redirects Bizarro to Dax-Ur, a Kryptonian scientist who came to Earth years ago. Brainiac explains that Dax-Ur, like any traveling Kryptonian, can be found with his beacon. Brainiac watches with a sinister grin on his face as Bizarro leaves to search for Dax-Ur's beacon.

Unable to find the beacon, Bizarro visits Chloe Sullivan at the *Daily Planet*, where many people are getting fired after Lex's recent acquisition of the place. He asks if he could search the *Planet* archives to see if anyone recently found the tracking device, but because of the chaotic situation at the *Planet*, she is swamped with work and asks him to wait. Getting impatient, Bizarro tells her he needs to find a shield, but Chloe realizes he already has one and has completely forgotten about it. Wary, she asks him to go home. Bizarro gets irritated and forcefully grabs her arm, demanding to know where it is. Suspicious that something is wrong with "Clark", Chloe doesn't tell Bizarro anything.

After seeing Grant's name on the LuthorCorp visitor log, Lex calls Lionel to meet him at the Luthor Mansion and warns him to keep his distance from Grant. Lionel states that Lex can't claim Grant as if he were a piece of property, but Lex infers that he knows Grant is a clone of Julian Luthor. Lionel is disgusted by Lex's actions.

Chloe visits Lana at the Kent's house regarding Clark's earlier visit to the *Daily Planet* and asks her if she's noticed anything weird about Clark. The only difference Lana sees about him is that he's opened up more, and she insists that Chloe doesn't know Clark as well as she thought she did. Chloe maintains that Clark's personality has completely changed. However, Lana just tells her that she needs to let Clark go. At this time, Bizarro returns home, telling Chloe that he and Lana are planning on moving to Paris soon. Chloe is visibly upset and after an awkward silence, she leaves immediately. Lana tells Bizarro about her conversation with Chloe, but Bizarro claims that he didn't forget about the shield; he just can't find it. Lana suggests that he go to the Fortress of Solitude to see if Kara took it there.

In the Fortress, Bizarro calls for Jor-El, who says the phantom is not welcome. Thinking he will find the shield eventually, Bizarro leaves the Fortress and Jor-El releases Clark Kent to go after Bizarro.

Clark super speeds home and hugs Lana, relieved to find her unharmed. Lana is confused about why Clark is saying that he has been gone for weeks. She is in disbelief when Clark explains that it was actually the phantom. She tries to jog his memory, but eventually she realizes that she was in love with Bizarro. Bizarro uses his super hearing to hear Clark tell Lana that he needs to get her out of here.

Bizarro goes to Suicide Slums again, telling Brainiac that Kal-El is back and he needs to die. Since he drains green kryptonite of all its power, Bizarro can't kill Clark himself, so Brainiac agrees to help him kill Clark. He also criticizes Bizarro for falling in love with Lana, but he agrees to let Bizarro go after her once he diverts Clark's attention.

Clark visits Lionel to see if there is any way to defeat Bizarro for good. Lionel suggests that he use blue kryptonite, which will increase Bizarro's power exponentially so that his body won't be able to contain it. To find blue kryptonite, Clark must find Dax-Ur, who came to Earth a century ago and vanished. Not sure how to activate his beacon, Clark has Lionel explain that it is voice activated - he just has to say "Dax-Ur" and the shield will do the rest. After Clark leaves, "Lionel" gets into an elevator and morphs back into Milton Fine.

At the *Daily Planet*, Clark goes to see Chloe, who is upset about Clark and Lana's move. Clark explains that the "Clark" that visited her earlier was actually the phantom, but Chloe is apprehensive about believing him, especially since he is looking for the same shield the phantom was looking for. By walking into direct sunlight, Clark proves he is not the phantom. Relieved, Chloe hugs him, then reveals she took the shield because of his bizarre behavior earlier. Chloe warns him to be careful, then he activates the beacon which transports him to Dax-Ur's location.

As he is doing this, Brainiac wakes up and listens to the beacon, smiling. Clark finds himself transported to a rural area in Arizona where a man is fixing an antique car. At first, the man claims that he doesn't know who Dax-Ur is, but Clark seems to know that he is Dax-Ur and tosses him the beacon, introducing himself as Kal-El.

As Clark explains how he arrived on Earth, Dax-Ur's son and wife arrive with a bag lunch to share with Dax-Ur, who is now a mechanic. He wears a bracelet of blue kryptonite to remove his abilities so he can live as a human. Dax-Ur shares that he came to Earth as penitence after building Brainiac which he knew could be the destroyer of worlds. Clark is intrigued by Dax-Ur's choice to give up his powers and live as a human with a family, and Dax-Ur states that he has no regrets. Thinking Clark also wants to live as a human for love, Dax-Ur gives Clark blue kryptonite and Clark puts it in his lead box to shield him from the effects of the rock. He then super-speeds to Lana who is being trapped by Bizarro in Queen Tower.

Bizarro throws Clark against a wall and Lana picks up the blue kryptonite. Clark explains that it will destroy the phantom. Bizarro tries to convince Lana that he loves her more than Clark and will devote his life to her, something Clark will never do. Lana confesses her love for Bizarro to trick him and gave her his hand, then she puts the blue rock in it. The power overwhelms him and as he explodes, he tells Lana that he loves her.

Brainiac walks up to Dax-Ur and tells him that he needs his mind to fix himself. Dax-Ur refuses and tries to take off his blue kryptonite bracelet to restore his powers. Brainiac grabs him and drains his mind of the information he needs.

Lionel and Grant are just finishing a long and enjoyable steak dinner. Suddenly, they are approached by a mugger and even though they surrender their wallets, the mugger shoots Grant three times in the chest and once in the back. The assailant walks away, texting Lex the phrase "*job done*". Lex is calmly playing pool alone, but then drops his phone and walks onto the balcony during a thunderstorm, screaming in anguish as he is soaked by the rain.

The same thunderstorm is drenching the Kent Farm as Clark looks contemplatively out the window, avoiding Lana's looks. Finally she reaches out tentatively to touch his arm and he looks at her, while she looks at him with imploring eyes. They go to bed together, where Clark stays on his side of the bed as Lana crosses her arms on hers. They do not touch or speak to each other.

### Siren

Chloe is working late at the *Daily Planet* intercepting a file and communicating with someone with an earpiece. Just as she burns the information onto a disc, a mysterious blonde woman appears, wearing a leather outfit and fishnet tights. She chases Chloe down trying to obtain the disc, throwing daggers at her. Chloe escapes into the elevator and runs out onto the roof, calling for her rescuer. The woman catches up with her and kicks her legs out from underneath her. Chloe falls hard just as her rescuer arrives: Green Arrow. He and the woman fight and he pins her to the wall with an arrow. She emits a low, booming scream that dissolves his arrows. He goes to check on Chloe as the woman gets away by rappelling down the building. Green Arrow and Chloe look on in shock and amazement.

It's morning on the Kent Farm and Clark and Lana are unsuccessfully trying to avoid each other in the kitchen. They exchange awkward glances and barely speak. Lana looks annoyed as she leaves for the day.

Lois is at work and gets into the elevator with Dinah Lance, who is a conservative talk show host. They trade insults back and forth until Dinah gives her a copy of the *Planet*, which mentions that Oliver Queen has returned to Metropolis. Dinah looks pleased as Lois looks shocked.

Chloe is looking at mug shots trying to identify her attacker when Clark appears. He has brought her lunch for the third time this week, even though she doesn't really like ham and Swiss. Clark admits that he's been visiting because he can't stand hanging around his farm analyzing his relationship with Lana. He complains about how Lana lived with Bizarro for over a month without knowing it wasn't him and Chloe points out that Lana is not the same girl she was in high school. Clark decides he doesn't want to talk about it anymore and abruptly asks if Chloe has located the Brainiac, but then notices the large scratch on her face. He looks worried and Chloe reveals that she's been helping Oliver Queen for extra cash. Clark is upset that Chloe is putting herself in danger and she admits that she was chased by a "ninja lady". Clark storms into Queen Tower and yells at Oliver for putting Chloe's life in danger. Oliver points out that the woman probably wouldn't have killed Chloe, and Chloe is in danger often when she helps Clark. Clark accuses Oliver of only thinking about himself and Oliver retorts that he is helping people in need while Clark stays on his farm in domestic bliss. Clark is chastised and cools down. He asks Oliver about the blonde woman and Oliver explains that she has a shriek that incapacitates. He says the file belonged to Lex, so he believes the woman is working for him.

Indeed, the woman is waiting for Lex in his library. He pays her for the disc and she tells Lex she encountered Green Arrow. Lex tells her that Green Arrow and his band have been breaking into his company warehouses and deserve to go to jail. He offers her more money if she can bring Green Arrow to Lex.

Lionel goes to the Isis Foundation to ask Lana if she knows anything about Lex's involvement in the murder of Grant Gabriel. Lana isn't interested in helping him incriminate Lex and Lionel reveals that he is aware that Casey Brock died in Lana's care and questions why she told the phantom all about it but hasn't told Clark any of this.

Dinah sneaks into the basement offices and picks the lock on Chloe's desk. She turns on Chloe's cell phone and discovers that her last call was to Oliver Queen.

Lana is reviewing her surveillance tapes on Lex when Clark arrives at the Foundation. He tentatively asks if she has seen the blonde woman on any of her footage and Lana muses that two people have asked for her footage on Lex. She tells him that she hasn't seen the woman and as Clark turns to go, she tells him what happened to Casey Brock. Clark is angry that she's only revealing this because Lionel threatened her and Lana admits that it was easier telling the phantom things because he was more affectionate and understanding. Clark is still upset that Lana didn't notice the difference. She and Clark argue because she feels he holds her to impossible standards, while Clark feels like she wants him to be someone else.

Lois goes to Queen Tower to confront Oliver. He doesn't seem surprised to see her. She slaps him across the face for breaking her heart and he tells her he prepared dinner for her because he knew she'd come. He says he missed her and holds her close. Lois tries to resist but Oliver tells her that she was all he thought about. As they are kissing, Lois sees a blonde woman standing on the balcony. Oliver pushes her to safety but the woman issues a scream that shatters all the glass in the apartment. Oliver is knocked out and Lois sees his Green Arrow gear hanging behind a wall. She realizes what it means just as the woman knocks her unconscious. She ties them up back-to-back. Lois is indignant and angry that Oliver never told her about his secret life, but her ranting is cut short by another blow from the woman. Oliver tries to discern why the woman is after him and she reveals that she is working to end his "terrorism". Oliver realizes that she is mistaken and tries to explain that he doesn't hurt people and Lex's factories aren't benign. She doesn't believe him and calls Lex on her phone. She tells him that she'll deliver the goods after the money transfer goes through.

Clark goes back to the *Planet* to apologize to Chloe for yelling at her. Chloe tells him that she can't find anything about the woman who attacked her, and Clark reveals that Lana actually picked up a transfer from Lex by hacking into LuthorCorp's servers. Chloe then realizes that the woman used the same strategy to intercept her information. They look up who accessed the *Planet'*s servers and the only name that comes up is Dinah Lance. Clark dismisses her because she's not blonde, but Chloe uses the computer to change her appearance, which matches Chloe's attacker. Clark and Chloe decide to call her "Black Canary". Chloe hacks into Dinah's access and they discover that she has a transfer in progress. They stop it to draw her out. Black Canary appears shortly afterward and Clark also tries to explain that Green Arrow is a good guy and Lex is deceiving her. She reveals that she knows Oliver Queen *is* Green Arrow and refuses to tell him where Oliver is. She tries to kick Clark but slides across the floor. They fight until she emits a scream that incapacitates Clark, causing his ears to bleed.

Lana is waiting for Lionel in his office. She tells him that she isn't looking for evidence against Lex and says she told Clark everything and intends to do so in the future. Lionel questions the part of Lana that wanted to bring Lex to justice at all costs, but Lana claims that Clark pulled back from that. Lionel doesn't believe that Lana has anybody's best interest at heart but Lana believes Lex can destroy anyone, including Lionel.

Clark and Chloe find Lois alone, still tied up, at Queen Tower. The floor is still covered in glass. Lois explains that when she regained consciousness, Oliver and the woman were gone.

Black Canary meets Lex in the library and tells him that she has doubts that Green Arrow is evil. She has learned that Lex's companies were not legit and realized that Lex never intended to hand him over to the police. Lex shoots her in the shoulder, demanding to know where Green Arrow is. Green Arrow appears and the two have an intense battle. Clark arrives in the middle of it and is able to knock away Lex's bullets and speed Black Canary out of the confrontation, thus, defeating her and knocking her unconscious. Lex is left stabbed by one of her daggers and Green Arrow calmly exits.

Oliver is trying to clean up the mess in his loft when Lois comes to visit. She apologizes for her reaction to learning his secret. She tells him that she understands that he was trying to protect her. Oliver asks if she would consider trying to make their relationship work but Lois tearfully says that it would be impossible. She wouldn't be able to share him with the world and would wonder where he is every night. Later that night, Clark goes to visit Lois.

Lois says she thought Grant would help her get over Ollie but she is still in love with him. Clark suggests they give it a chance, even if it is challenging. Lois explains that she always felt abandoned by her father's call of duty as a soldier first and a father second; she believes that she wouldn't be able to be with Oliver because she could not compete with his greater destiny and always be left behind. She begins to cry and Clark offers a comforting hug.

Clark meets Oliver on the roof of the *Planet*. They have been summoned by Dinah, who apologizes. She declares that she will stick to her day job and Oliver offers her a position on his hero team. She appears to consider it and they leave together.

Clark arrives home to find Lana packing. She says she is going to stay with Chloe for a few days. Just as she is walking out, Clark blurts that he stole a Lamborghini once. He tells her he's far from perfect and Lana says she is still committed to him, but she doubts that Clark thinks they will end up together. Clark admits that he doesn't know the future, but wants them to be able to trust each other again.

### Fracture

During a stormy night in Detroit, Lois Lane is pursuing Lex Luthor, who is looking for Kara Kent. Since Lex attached a GPS device to Kara, he knows she is within 100 yards. After Lois leaves to go look for her, Lex picks up Kara's cuff bracelet. Meanwhile, Lois finds Kara locked behind a fence by a guy named Jacob Finley. Lois tries to find something to pick the lock, but she turns around and Finley points a gun at her. Lex arrives at the scene and points a gun at Finley in order to have him let go of Lois. As Lois breaks free of Finley's grasp, he and Lex shoot each other. Finley is wounded in his left shoulder. Lex is shot right between his eyes.

Finley locks Lois behind the fence with Kara, saying he will get them some money and then figure out what to do with Lois. Kara unties Lois's hands and explains that she got amnesia about a month ago. She wandered into a diner and met a waitress who gave her a job and a place to stay. Finley, who is a busboy, seemed very nice to her and she had no idea he that could snap so easily.

Clark Kent and Chloe Sullivan meet Lionel Luthor at the Smallville Medical Center, where Lex has been transferred. The neurosurgeon removed the bullet, but there is a strong chance that Lex may never recover. Chloe tells Clark that there are no suspects and no witnesses, even though many police are on the case. Lionel hands Clark a cell phone that he got from a cop in Detroit. On the phone, there is a picture taken less than twelve hours ago of Lex talking to Kara. Identifying the phone as Lois's, Chloe sees that Lois and Kara are in danger, especially since Kara doesn't have her powers. Chloe offers to heal Lex so he can tell Clark where Kara is, but Clark refuses to let her since he is afraid of the possibility that Chloe might die permanently.

At the Isis Foundation, Lana Lang brings up some information on Project Intercept, a Luthor Corp project developed for the military. It literally allows the interrogator to get inside the subject's head by linking their brainwaves. LuthorCorp still owns all the equipment, but the project was shut down several months ago after three of the interrogators died.

Wanting to do the procedure himself, Clark goes to the LuthorCorp lab where Project Intercept is being held. Lana and Chloe are both very concerned for his safety, but he feels that it is his responsibility to find Kara. Lionel enters with a lab technician who explains that Lex will have no memory of Clark entering his mind. Lex's freshest memories will most likely be first. As Clark attaches himself to the equipment, Lionel explains that the only link between Lex's sub-conscious and reality will be a red door. The lab tech then starts the procedure, linking Clark and Lex's minds.

Clark emerges through the red door into a very dark and dreary corridor. He starts walking through and peers through a hole in a window, seeing Kara floating in the water before she saved Lex. While Clark continues walking, a young boy stares at him from the other side of the window. Unaware that the boy is following him, Clark enters a room and sees another one of Lex's memories.

At a diner in Detroit, Kara is a waitress talking to Finley, a busboy. Clark calls her name, but he can't interact with any of the people in Lex's memories. Kara walks past him and offers coffee to Lex, who is becoming a regular customer at the diner. Lex kindly introduces himself and Kara introduces herself as Linda. He remarks that the name Linda doesn't really fit her. Trusting Lex, Kara tells him that she has amnesia and she doesn't know where else to go. Lex offers to get her some of the best doctors in the world, who can help her regain her memory. While Kara and Lex talk, Finley looks on with a jealous stare.

Interrupting Clark from viewing his memory, Lex appears in the hallway and starts choking Clark, telling him to get out of his head. The young boy appears and knocks Lex out with a baseball bat, explaining to Clark that Lex has been trying to kill him for quite some time now. The boy introduces himself as Alexander, Lex's young, good side. He takes Clark's hand and they run down the hallway, getting away from Lex. While Clark and Alexander continue to run down the labyrinthine corridors of Lex's mind, Alexander explains that Lex thinks he is weakening him. Alexander shows Clark into a locked room which Lex never visits. Before going to hide in a hole, he calls Clark his best friend. Back in the LuthorCorp lab, the lab tech tells Lionel that Clark is going in deeper than anyone has ever gone before.

Clark closes the door behind him and sees an outraged Lionel enter young Alexander's room, accusing Alexander of going through his briefcase. In fear, Alexander backs away from Lionel and claims he never opened the briefcase. Lionel grabs him and throws him into a table when Alexander refuses to confess what he's done. Alexander finally admits that his mother was actually the one who went through Lionel's briefcase. Lillian appears in the doorway and demands to know what Veritas is. She immediately begins fighting with Lionel, but he throws her to the floor and warns her to stay out of his business. Lillian harshly leaves the room, and Clark looks stricken as he watches the scene unfold.

Clark wanders into another room in Lex's mind and sees Lex giving Kara a necklace at the diner. She calls Lex a great humanitarian, caring more about people than money. Apparently, Lex has already arranged for his doctors to meet with Kara and get her the treatment she needs. After Kara goes to say goodbye to Finley, Lois arrives and shows Lex a picture she took of him talking to Kara, claiming she is going to show Clark. Lex pockets the phone. Lois and Lex both hear Kara scream and they go to investigate. In the lab, the technician tells Lionel that Clark is in too deep, and they have never been able to get anyone back from this point. Unable to pull Clark from the procedure, it is up to Clark to exit on his own.

In Lex's mind, Lex grabs Clark and decides to give him the "grand tour". He pushes Clark into a room and shows Clark a memory of Lex having sex with Lana. Lex holds Clark's head in place and forces Clark to watch as Lana tells Lex that she will love him forever. With a smug grin on his face, Lex lets go of Clark. Clark runs through the hallway and meets Alexander who tells Clark that he found Lois and Kara. Alexander leads Clark to another room. Finding himself in the rainy Detroit junkyard, Clark sees Lex and Finley shoot each other. He picks up Lex's phone and see Kara's location with the GPS device Lex attached to her.

Clark starts to leave Lex's mind, but he sees Lex choking Alexander. Deciding whether to save Alexander or exit through the red door, Clark runs after Lex. Back in the lab, Lex has just flatlined. Doctors attempt to bring Lex back to life with a defibrillator. In Lex's mind, Clark seems to be affected by the shock delivered to Lex's heart. Wondering what is taking so long, Chloe enters the lab. Lionel explains that if Lex dies, Clark dies with him.

With everyone except for Lionel cleared out of the lab, Chloe hesitantly uses her healing power on Lex. At this time, Lex's dark mind lights up and Clark attacks Lex just as he was ready to kill Alexander. Clark continues to punch Lex, then runs down the hallway toward the red door. Just as he is about to enter it, Alexander begs him not to leave. Before leaving, Clark makes Alexander promise that they will see each other again and that he won't stop fighting. As the door fades away, Clark runs toward it and says goodbye to Alexander, leaving Lex's mind. Clark quickly detaches himself from the lab equipment and finds Chloe unconscious in Lionel's arms. Lionel says that she needs a doctor, but Clark just tells him to take her home, saying that a doctor can't help her.

In the junkyard in Detroit, Lois is picking the lock when she and Kara see Finley drive up. They try to run away, but Finley finds them and points a gun at them, saying he just wanted to protect Linda. He prepares to shoot them to avoid them turning him in and sending him to prison. Clark super-speeds to the scene and pushes a stack of cars on top of him before throwing him and knocking him out. He super-speeds away before Lois and Kara see him. They stare at Finley, confused.

At the Smallville Medical Center, Lex wakes up, very confused about why he is completely fine. Lionel tells him a possible cover story: that he saved a dose of Oliver Queen's RL65 for himself, but decided to use it on Lex instead. Finally, Lionel tells Lex that he loves him, but Lex leaves without saying anything.

Clark has been waiting at the Talon apartment where Chloe has finally woken up. He confronts her about the fact that she was dead for eighteen hours. Worried about her, he tells her she can never use her power again because she might remain dead, but Chloe reminds him that it is her decision to make. Chloe begins to think that she might be pushing her luck with dying. When asked if she will ever use her powers again, Chloe just says she is confused about why she was chosen to be in charge of such an amazing gift.

Clark enters the Luthor Mansion and asks Lex why he was in Detroit with Kara and didn't bother to call him. Lex says that he did call, but Lana hung up on him twice. Clark goes on to say that he still cares about what Lex thinks, and he has seen that there is still good in Lex.

At the Talon, Lex visits Kara, who is listening to what used to be her favorite song. Kara notices that Lex doesn't have a scar on him, and Lex just says that he knows some talented doctors. As Kara continues to trust Lex, she tells him that she feels Clark is hiding something from her. Lex explains that they used to be friends, but he "grew up". Once again, Lex convinces Kara that this treatment will help her regain her memories and find out the truth about her life.

### Hero

Jimmy Olsen and Kara Kent are attending a concert in the Stride Gum Factory for the band OneRepublic. Pete Ross is backstage, also watching, and chewing a piece of gum that glows green. Suddenly, a piece of scaffolding comes loose and falls directly in Kara's path. Pete goes to grab her out of the way, but before he can move, his arms stretch several feet and pull Kara to safety. She looks shocked but grateful. Jimmy has snapped a photograph of Pete saving Kara.

Clark finds Lana and Lionel Luthor discussing Kara's amnesia. He says he thinks it's time to tell her, but Lana and Lionel disagree because she has been spending too much time with Lex. They are interrupted by a knock on the door. It is Pete, who is shocked to see Lionel casually conversing with them. Clark just mumbles that it's a long story.

Lex is contemplating a monogram that he notices matches a symbol in his family crest. He is interrupted by Kara. She admits that she cannot find anything about her past on the farm and questions why she has no medical or dental records. Lex tells her that the design on her bracelet is a symbol that matches others around town. He believes that whatever Clark is hiding has to do with the symbols.

Clark and Pete are talking about the new developments around town: specifically, how many people now know Clark's secret, and how Clark is now on good terms with Lionel, despite all that he has done in the past. Pete admits that he gets by, even though he had to leave his life behind because of Clark's secret. Pete shows Clark his new stretching power and Clark is worried that the kryptonite will harm him. He says it has already affected his thinking. Pete counters that he doesn't intend to hide his powers because he finally felt what it was like to be a hero. He tells Clark that he better not try to stop him or he will reveal *Clark's* secret, and stalks away angrily.

Chloe is at work complaining to the IT department that she's been locked out of her files. Jimmy shows her the photograph of Pete grabbing Kara and she recognizes him. She tells him that she knows Pete and Jimmy says that Pete wants to be interviewed. He thinks Pete will change stereotypes of meteor freaks and an interview could be beneficial. Chloe decides to help Jimmy with the story and uploads the photograph while she leaves Clark a message. However, she is unable to access the file and learns that Lex is monitoring her files. He is viewing the photograph when she storms in angrily. They argue about whether Lex has the right to copy her computer files and he tells her that she can quit if she doesn't like the way he runs the paper.

Clark meets Jimmy at the gum factory. Clark also tells him that the interview isn't a good idea, but Jimmy thinks that Pete will help other metahumans feel less afraid. He leaves Clark alone in the factory. Clark turns to go but is suddenly weakened. He pushes away a shipment of gum and sees a green liquid leaking into the gum.

Pete goes to visit Chloe at the *Daily Planet* and she tells him that Lex is monitoring and locking her out of her files. Pete asks if she can just hack back into them,

but she tells him that nothing but a massive virus will give her access. Pete shows her his stretching power and she tells him that he better not show his powers to Lex. Pete disagrees and says he thinks real heroes don't hide or ask others to lie for them.

Kara is looking through Clark's trunk in the loft when Lana catches her. She chastises her for going through Clark's things. Kara asks her why her bracelet has the symbols on them and shows her a picture of Lana's tattoo that she suddenly doesn't have anymore. She tells Lana she got the photos from Lex. Lana warns that Lex is very enticing, but she'll realize that everything he says is a lie. Kara doesn't believe her and demands the truth. When Lana doesn't answer, Kara declares that she'll continue to investigate and leaves.

Jimmy sees Pete in Lex's office at the *Daily Planet*. Pete is uploading a virus onto Lex's computer, but Lex catches him. Jimmy watches as they talk. Lex remarks that Pete is probably saving Chloe, alluding to Pete's old crush on her. Pete thinks Lex is still evil, but Lex offers him a job: he tells him to recover Kara's bracelet from Lionel's safe. Pete says that Chloe wouldn't want him to steal to save her job, but Lex tells him that if he doesn't, he will reveal that Chloe is meteor-infected.

Clark arrives and explains that Pete's power is the result of kryptonite-laced chewing gum and that he thinks it is affecting his personality. In the basement office, everyone's computers have been infected and fried by a virus. Jimmy arrives and tells them that he heard Lex and Pete's conversation, and that Pete is stealing something from Lionel Luthor.

Pete sneaks into Lionel's office and uses his ability to open Lionel's safe. He finds Kara's bracelet and realizes that it has a Kryptonian symbol engraved on it, but Clark finds him. Clark tries to reason with him but Pete points out that Lionel hadn't told Clark he had the bracelet either. Pete is convinced that the Luthors need to be dealt with. He incapacitates Clark with a meteor rock and leaves. He meets Lex at the gum factory and grabs him by the neck. He chokes Lex until one of Lex's thugs knocks him away. The thug beats him up but Pete refuses to tell him where the bracelet is.

Lionel finds Clark on the floor and removes the kryptonite, but Clark speeds away to save Pete. Lex continues to torture Pete until a speeding blur knocks both Lex and the thug out. Clark rescues Pete, who sheepishly tells him thank you.

The next day, Pete (with his arm in a sling) admits that he unfairly blamed Clark for how his life turned out, mostly because he was jealous. He apologizes and says it's time for him to make a change and find another way to save the world. Pete goes to tell Chloe goodbye. She tells him that she appreciates how he risked his life to protect her. He admits that Lex told him that she has a power, but she doesn't have to tell him what it is. He turns to go and sees Jimmy. Pete tells Jimmy that he has decided not to be interviewed after all and exits. Jimmy wonders if Chloe and Pete were ever more than friends. Chloe asks how things are going with Kara, and Jimmy admits that it is hard with her amnesia. Jimmy asks Chloe if she wants to have a cup of coffee, hinting that he wants to rekindle their relationship. Chloe agrees.

Clark hides Kara's bracelet underneath the floorboards of the barn.

Kara gets very close to Lex and trusts him more and more.

Lex is contemplating the family crest again when one of his assistants enters. She shows him a constellation pattern and reports that the stars haven't aligned like this since the day of the first meteor shower. They are interrupted by Kara. The assistant leaves and Kara tells Lex that she doesn't trust Clark and Lana anymore and asks if she can stay at the mansion with him.

### Trvaveler

Lionel Luthor is handed a warning message: *the son of Krypton belongs to Veritas.*

At the Kent Farm, Clark Kent opens the book containing the key when he is suddenly attacked with a kryptonite taser. He manages to fend off his attacker, but his attacker calls in reinforcements. They shoot Clark with more kryptonite tasers before knocking him out and capturing him.

After they leave, Lana Lang and Chloe Sullivan both enter the barn and notice extensive damage. At first, they guess that Clark went to the Fortress of Solitude so that Jor-El could restore Kara Kent's memory and powers, but Chloe finds that the key is still in the loft. They then find a kryptonite taser on the ground.

Clark wakes up in a cage-like cell. His captor powers up the cell, exposing him to kryptonite, and warns him to stay in the center of the cell. Clark tries to break out, but he is unable to do so. His captor can control the intensity of the kryptonite lining, and he threatens to increase the kryptonite charge even more if Clark tries to escape again.

Lionel steps out of a helicopter and meets with Patricia Swann, Virgil Swann's daughter. He accuses her of sending him the cryptic messages he received earlier. Patricia explains that she received all of her father's research after he passed away. He was particularly obsessed with a "traveler" who came to Smallville during a meteor shower. Her father, along with the Queens, the Teagues, and Lionel, used to gather every summer to prepare to welcome the traveler. They formed a secret society called Veritas. Patricia points out that everyone died except for Lionel. She then accuses him of killing Edward Teague and Robert and Laura Queen, and assisting in her father's death. Lionel turns to leave, but Patricia says that she has evidence linking him to their murders. She demands to be taken to the traveler, or else she will release the evidence. Lionel doesn't comply.

At the Luthor Mansion, Kara Kent looks at documents supposedly from her past. Lex Luthor enters and convinces her once again to have the procedure to regain her memory. When Kara finally decides to do the procedure, Lex exits her room and meets with one of his assistants who has Kara under surveillance. The assistant is hesitant about giving Kara the procedure so soon, but Lex demands that she get the lab ready as soon as possible.

Lionel enters the control room of Clark's cell and orders Clark's captor to stop torturing Clark. Lionel reveals that he built the cell to contain Clark, but he doesn't want the captor to harm Clark in any way. Later, Lana and Chloe enter Lionel's LuthorCorp office and show him the kryptonite taser. They blame Lionel for Clark's capture since he knows Clark's weakness, but Lionel tells them that Kara's memory might be coming back, causing Lex to figure out Clark's secret. Lana threatens to kill Lex if he harms Clark.

At the *Daily Planet*, Chloe shows Lana research on an abandoned airstrip purchased by Lionel and re-constructed with a ton of refined meteor rock. Chloe determines that Kara is the only one who can break into the place, so she tells Lana that she can use the key to bring Kara to the Fortress so Kara can get her memory and powers back. Lana says that they can sneak Kara out of the Luthor Mansion by using Lex's secret exit passageways.

Patricia meets Lex in his mansion and gives him a gift: a painting of the Veritas insignia that Lex painted when they were kids. She explains that their parents, along with the Queens and the Teagues, called themselves Veritas, but she didn't tell him what secret things they talked about. Later, Lex visits Lionel in his office and shows him the painting. Lionel still won't give him any information about Veritas, so Lex declares that he would go back to Patricia. After Lex leaves, Lionel calls Patricia and tells her that he is ready to make a deal.

Lana and Chloe head off to get Kara in Chloe's Yaris. Lex and his assistant are preparing to take Kara to the lab when they suddenly lose their surveillance feed. While Lex orders a lockdown, Lana and Chloe order Kara to come with them. They escape before Lex enters Kara's room. Clark wanders around the cell when his captor finally comes out of the control room to talk to him. He was the head of security for 33.1. Once again, he increases the kryptonite charge before calling Clark a freak.

That night, Chloe takes Kara to the Fortress of Solitude. Chloe asks Jor-El to restore Kara's memory and powers in order for her to help Clark, but Jor-El doesn't respond. Chloe continues making a heartfelt speech to Jor-El. Suddenly, the Fortress dims and a bright light lifts Kara up. Although Kara has no memory of being taken to the Fortress, the rest of her memory and her powers are restored.

A worried Lionel watches Clark stumble around his cell. Patricia enters the control room and orders to see the traveler before handing over the incriminating evidence. She is horrified to see that Lionel has put him in a cage. Patricia then demands to meet with him face-to-face before saying that she will take him away. Pierce, the captor, knocks out Patricia, allowing Lionel to steal the evidence without handing over Clark. Lionel orders Pierce to return Clark discreetly to his home, but Pierce points a gun at Lionel and refuses to let Clark go. He fears that Clark is dangerous and a threat to national security. Lionel denies that Clark is a threat, but Pierce knocks Lionel out before increasing the kryptonite charge to a fatal level. Clark collapses to the ground. The doors burst open, and Kara blasts the controls with her heat vision. She lifts the cage off of Clark and throws it towards the control room. Clark is revived and they embrace. Pierce aims a gun containing kryptonite darts at them, but Lionel pushes Pierce to his death. Clark looks shocked to see Lionel standing in the control room.

At the Kent Farm, Patricia tells Clark that Virgil Swann admired him very much. She gives him a journal of her father's. Clark looks through it and hopes that he can live up to everyone's expectations of him. Patricia explains that Lionel killed Robert and Laura Queen, Edward Teague, and probably Virgil Swann because he wanted the traveler all to himself. Although Clark declines her offer to go with her, she decides to stay in Metropolis to be there for him.

Clark enters Lionel's office and Lionel apologizes for having to lock Clark in the cell. He tells Clark that he was only trying to ensure his safety since he received letters saying that Clark was going to be kidnapped. Clark is upset and questions why he built the cell in the first place. Lionel goes on to explain that he built it to hold other dangerous Kryptonians. Clark says that he knows about the Veritas murders, but Lionel claims to be a changed man. Clark doesn't believe him.

While Clark is repairing the damage to the barn, Kara enters. Clark gives Kara her bracelet back and thanks her for saving him. Kara feels foolish for trusting Lex, but doesn't understand why he and Lionel have saved them before. Clark tells her that the Luthors are a lost cause; they will only do the right thing if it benefits them. Lex is a hard man to understand, but in a way he is just doing what he feels right sometimes. Kara will never forget about Lex and the times they spent togther.

Patricia's limousine stops in the middle of the road, and her driver gets out and shoots her. Later, Lex chillingly wipes the blood off of Patricia's locket and examines it along with the Veritas painting.

### Veritas

A hawk flies over the Kent Farm while Kara Kent does farm chores. She hears Shelby barking inside the barn and goes to investigate. Brainiac suddenly approaches Kara and talks about what Krypton used to be like. She is surprised that this mysterious visitor knows about her true origins, but she claims she is happy on Earth and wouldn't return to Krypton if she had the option. Just as Brainiac grabs her, saying she has something he needs, Kara's bracelet, Clark Kent super-speeds in and throws Brainiac. Brainiac then flies away.

Inside Clark's house, Clark tells Kara that the Brainiac is not a Kryptonian, but a computer. He tells her about the time Brainiac wanted him to release Zod. Kara suggests that it would be helpful if Clark could fly to defeat Brainiac. At the *Daily Planet*, Jimmy Olsen and Lois Lane are both looking for stories to report. Lois suddenly receives an e-mail giving details about Patricia Swann's murder. She has been found at the bottom of a lake after being shot.

Lex Luthor's assistant enters his office and tells him that there is no chance that Patricia's locket can be traced to him. When questioned why he only learned of Veritas recently if he had been searching his whole life, Lex explains that he always knew that his father was harboring a secret. Lex has been having flashes of early memories since he was shot in Detroit. In 1989, Lex and Patricia are playing hide-and-seek with Jason Teague and Oliver Queen. Lex overhears a conversation between Lionel Luthor, Robert Queen and Edward Teague from his hiding spot. Lionel accuses Dr. Virgil Swann of hiding something from the rest of the Veritas group. He suggests that they open an envelope that will possibly give the group control of the Traveler, giving them ultimate power. The group agrees not to open the envelope until the Traveler proves to be a threat, and that it will be stored in a safe deposit box in a Zürich bank. Lex sees Robert holding a Key nearly identical to the key he currently possesses. Lex orders his assistant to go to Zürich and find the safe deposit box that the key opens.

Lionel enters his office and passes a pair of maintenance workers, who are revealed to be Lois and Jimmy. They barge into his office and question him about the death of Patricia Swann. Lois accuses him of her murder since he was the last person to speak with her before her death. Jimmy shows Lionel photos of her locket and autopsy photos, showing that the locket was forcibly removed. Lionel refuses to comment on anything and has Lois and Jimmy escorted out. After they leave, he removes another locket from his neck and takes out a key similar to the one Lex now possesses.

Clark stands at the window of his loft, trying to get up the nerve to take off for the first time. Kara arrives to encourage Clark, but Clark stalls, deciding that it would be better if they found Brainiac instead of wasting time trying to fly. The cousins try to think of a way to track him. They infer that he runs on energy since he is a computer. Meanwhile, a power surge occurs at the Isis Foundation and Brainiac confronts Lana Lang. He inserts a metal extension of his hand into her brain. Brainiac smiles in satisfaction while black tears drop from Lana's eyes.

Clark meets Chloe Sullivan at the *Daily Planet* and tells her about Patricia's murder and how he suspects that Lionel is behind it. Chloe uses her computer to scan the world's power grids to search for unusual surges that might indicate Brainiac's location. She finds surges all over the western hemisphere, with the most recent one being near the Isis Foundation. Clark rushes to Isis and finds Lionel there instead of Lana. Lionel is writing a note to Lana. He desperately tries to talk to Clark while Clark ignores him. Clark then accuses him of Patricia's murder and feels stupid for thinking that he cared about anyone other then himself. Lionel tries to give him the locket, but Clark refuses to accept it and superspeeds away to find Lana. Lionel leaves an urgent message for Lana attached to an envelope.

Clark arrives home and finds Lana standing completely still over the stove, appearing to be cooking. She is unresponsive to his calls and when he turns her around, he sees that her hand is burning and she has cataracts covering her eyes. Kara enters and tells Clark that Brainiac was after her all along. Lana, controlled by Brainiac, writes down Kryptonian symbols saying to deliver Kara at the *Daily Planet*. Kara leaves as Clark continues to tend to Lana.

Lois and Jimmy enter the Isis Foundation to look for Lionel. They find Lana's surveillance room and Lionel's urgent message. Inside the envelope, they find a report on Patricia's suspected assassin, a note from Lionel claiming he's innocent, and a photo of Lex talking to Patricia's assassin.

Lex's assistant has encountered a problem: each safety deposit box at the bank in Zürich requires two keys, and they only have one. Lex takes out a newspaper reporting on the death of the Queens. He has a flashback of himself playing with a Warrior Angel action figure. He spies his father talking to an assistant about the Queens' deaths. The assistant gives Lionel the key, and Lionel says that he just needs Dr. Swann's key. On the phone, he tells someone that the traveler is useless unless he can be controlled. Lionel finds Lex outside his office and tells Lex that they are going to take a helicopter ride to Smallville. Lex tells his assistant that he is close to finding the second key.

On the roof of the *Daily Planet*, Clark finds Kara waiting for Brainiac and refuses to let her go with him. Kara wants to go, out of concern for Lana's condition. Brainiac flies onto the roof and explains that Lana is aware of her surroundings, but she has absolutely no control over her body and is in great pain. He also tells them that only he can reverse the process, effectively holding Lana hostage. Despite Clark's warning, Kara decides to go with Brainiac in order to save Lana. The two of them fly into space and disappear into a hole before an explosion hits.

Lionel meets Chloe in the *Daily Planet* and frantically begs her to listen to him. She refuses to believe his innocence of Patricia Swann's murder. When Chloe continues to reject Lionel's pleas, Lionel tells her that since he has been Jor-El's emissary, he has repented his past sins and is innocent. Finally, he kneels before Chloe and desperately tries to warn her that something terrible is coming. Chloe still does not believe him. Clark and Chloe visit Lana in an institution. Clark asks Chloe if she has a lead on Brainiac, but he seems to have disappeared. Clark finally gets to see Lana and tries to get her to respond, but she is completely catatonic until she whispers, "Kal-El". Clark looks hopeful for a moment, but she continues, saying he is too late. Devastated, Clark closes Lana's eyes and begins to cry. Chloe enters the hallway with the two of them at the end, but keeps her distance as she, too, starts to cry.

### Descent

At LuthorCorp, Lionel enters his office to find Lex there waiting for him. Lex asks him about the Traveler, which Lionel says are lies that Patricia Swann made up.

Lex says that it was no accident that Lionel moved to Smallville the day of the meteor shower and that he was there to meet the Traveler. Lex says his life changed forever that day, and wants to know who the Traveler is; Lionel thinks fast and tells him that Lex himself is the Traveler. Lex says he is lying and that, when he opens the box in Zurich, all his questions will be answered. He then pulls a gun on Lionel, who pleads with him, and asks Lionel for the second key before shooting the window behind Lionel. Lex tells Lionel he searched everywhere and realized Lionel would only trust himself. Lex says he was raised in his father's shadow and now Lionel would die in his son's and that nobody will remember his name. Lex then pushes Lionel out of the window to his death.

At the *Daily Planet*, Clark and Chloe are looking for Brainiac and Kara by looking at power surges, when there is a commotion and Lois enters and says that Lionel jumped out of his office window; Clark and Chloe go to see. They leave the *Daily Planet* and go across the street to see a crime scene where Maggie Sawyer asks Lex to identify the body. Lex moves away from the body and sees his younger self in a vision who says, "You killed Dad." Lex then regains focus and sees Clark looking at him accusingly. He walks away from the scene quickly, and Clark walks beside him; the two are separated by the crowd and the crime scene tape. Chloe catches up and tells Clark about Lionel's behavior that night. Clark confirms that Lionel wanted to give him a locket earlier, but Clark ignored him.

In the mansion, Gina comes to see Lex and says she's sorry to hear about Lionel. Lex tells Gina about how Lionel took him to the Air and Space Museum in Washington, D.C., and that he loved things that could fly and that Lionel told him that the right man can make anything possible. Gina puts her hand on Lex's shoulder and notices the locket, telling Lex that Lionel was cruel and sadistic and that nobody will ever know Lex killed Lionel. She takes the locket and sees the locket is empty. Lex says Lionel gave it to somebody and blames Gina, who was spotted in the basement of the *Daily Planet*. He tells her to get the helicopter ready. After Gina leaves, Lex's younger self appears again and tortures Lex about killing Lionel. Lex gets angry and says he had no choice, throwing a whiskey bottle into the fire where his younger self was standing.

Clark sneaks into Lionel's office to look at the crime scene and breaks into the vault to look for the locket. He notices many items before finding a box with Kryptonian symbols on it that lights up when Clark touches it. The symbols read: "For Kal-El, in the event of my death." Clark activates the device, and a Kryptonian message appears from the end of the box. Lionel's voice is heard, delivering a message for Kal-El that he cannot protect Clark anymore. He explains to Clark about the two lockets and that there is a way of controlling Clark and that he must save himself.

Lois enters the *Daily Planet'*s photographic archive to find Jimmy looking at a picture of Lionel in Lex's office. Lois slates Jimmy for wanting to stay and search Lex's office, and Jimmy tells Lois that they have proof of Lionel's death by zooming in on a spot in the image that shows Lionel being pushed out of the window. Lois tells him to zoom in more, but Jimmy says his computer isn't powerful enough, though the computers at the Isis Foundation will be perfect. Jimmy says they will tell Chloe because they need her skills.

Chloe enters the basement and goes through her desk drawer, where she finds an envelope with the Kryptonian symbol for "S" on it; the key Lionel left for Clark drops out of the envelope. When she sees Lex coming, she quickly destroys the envelope and puts the key in her drawer. Lex asks Chloe for the key, but Chloe denies she has it and that she should check her desk. Lex then checks the drawer himself and Chloe denies she knew it. Lex questions Chloe about the key, but she says she doesn't know what it is for. Lex then fires Chloe, and security escorts her out without a chance to clear her things. Gina enters and tells Lex to go back to the mansion while she will clear up Chloe's things. She finds Chloe's cell phone in her drawer and reads a text message from Jimmy to meet up, because they have evidence that Lionel was murdered.

Lois and Jimmy are waiting for Chloe when Gina enters. She pulls a gun on Lois and Jimmy, and takes them down to the kitchens where they try and tell her that they wanted to delete it, but Gina says they are lying and that she wants to know where they sent the image. Lois tries to attack her, so Gina shoots her and asks again for the image's location. Jimmy finally tells her and she locks them in the freezer. Jimmy rests Lois down and tries banging on the freezer door.

Chloe is at the Isis Foundation when Clark enters and tells Chloe about the message Lionel left for him and that the keys are the secret. Chloe says that Lionel left one of the keys for Clark in her desk, but Lex took it. Clark realizes that Lex killed Lionel for the key and super-speeds off. He arrives at the mansion and looks for the key, but the locket is empty. Lex interrupts Clark and tells him to leave, but Clark says he isn't going anywhere. Lex's younger self is seen again and tells Lex to tell Clark that he killed Lionel, but Lex ignores him and tells Clark that their fathers were alike. Clark asks Lex about how Lionel died, but Lex avoids the questions and says that Lionel and Jonathan both thought Clark was the perfect son. Lex says then when he first met Clark, he inspired him but he turned his back on him. Clark says it is his (Lex's) own fault for wanting power and control. Lex says that somebody had to take control because of the alien symbols and the strange occurrences that have happened in Smallville. He then asks Clark why Lionel would turn to a simple farm boy and why Jonathan was so stressed all the time trying to raise the perfect son, and blames Clark for Jonathan's death. An angry Clark then tells Lex he is going to own up to killing Lionel, but Lex says Clark is delusional. Clark says he has proof.

At the Isis Foundation, Chloe is trying to enlarge the image to find Lionel's killer. Just as she sees Lex in the photograph, Gina comes from behind her and knocks Chloe out, then deletes the image with a virus. She hears Clark coming and hides. Clark finds Chloe on the floor, and Chloe tells Clark she saw Lex in the photo. She asks about the key and tells him that if Lex has both keys, he can control Clark. Clark asks where Lois and Jimmy are. Chloe doesn't know, so Clark says he is going to find them and super-speeds away, with Gina watching.

In the freezer, Jimmy is talking to Lois, unsuccessfully trying to keep her conscious. Clark uses his super hearing to find them, and super-speeds to the freezer. Jimmy has passed out, so Clark warms both him and Lois up with his heat vision. Jimmy awakens just after Clark speeds away.

Gina is leaving the Isis Foundation, leaving a message on Lex's phone saying she knows who the Traveler is, when an unknown man comes from behind her and poisons her. The assailant places Gina in her car and starts the engine before leaving her dead.

At the mansion, Lex is telling one of his people to get the jet ready for Zürich after the funeral. Lex's younger self appears to him again, and tells Lex that he will always be there and that there is still good inside of him, and not to go to Zürich. Lex says he has to go and that it is all he has left. Young Lex says that he has him, but Lex says he is done listening and drags his younger self down the stairs and in front of the fire. Lex tells his young self that he makes him weak, and then throws him into the fire.

Clark is in the loft contemplating a picture of Jonathan and the message from Lionel when Chloe enters and tells him that Lionel's funeral is closed off to everybody but Lex. Clark tells Chloe that every father figure in his life died because of him: Jor-El putting him in the ship, Jonathan taking on Kryptonian superpowers to bring him back from Metropolis, and Lionel protecting his secret. He asks Chloe how can a son murder his own father, and Chloe replies that it is total absence of love. Chloe also tells him that he must get the keys away from Lex. Clark says he won't let Lex kill anyone else.

Lex is standing over Lionel's grave alone when Clark arrives. Lex responds by secretly and briefly smiling, suggesting he was happy Clark showed up. Clark stands opposite Lex, and they exchange stares but do not speak. Lex walks past Clark, and Clark sprinkles a handful of soil into Lionel's grave.

### Sleeper

During a sophisticated party a masked figure is crawling around in the ventilation ducts. A man is walking down a hallway carrying an armored briefcase. The figure drops down from the open vent into the hallway and tasers him unconscious. He uses the man's eye to activate the retinal scanner and opens the briefcase. Inside is a small laptop computer. The figure downloads information from the laptop into a handheld device and escapes in an elevator. He removes his disguise and reveals himself to be Jimmy Olsen, dressed in a formal tuxedo.

**14 hours earlier**

Chloe Sullivan finds Jimmy waiting for her at the Talon apartment with an elaborate breakfast. She tells him she has a meeting and doesn't have time to eat. Jimmy is disappointed and wonders if Chloe knows how hard he has been working to rekindle their relationship. Chloe insists that she's trying too and offers to take him to lunch. She explains that she has been extraordinarily busy managing the Isis Foundation in Lana's absence. She exits and Jimmy looks upset. A dark-haired woman is surveying Jimmy through the window.

Clark meets Chloe at the Isis Foundation, where there are boxes everywhere. Chloe explains that Oliver Queen is storing some equipment there. She asks if he got the Veritas keys from Lex but Clark is upset and says he spent the night with Lana. Chloe reminds him that the keys will give Lex the power to control him, but Clark says nothing matters except saving Lana. She admits that they are running out of places to look for Kara and Brainiac. Clark suggests a high-tech satellite might have captured their images, but Chloe is reluctant to hack into government satellites. Clark persuades her to try and she agrees. However, she notes that Dr. Swann transcribed all of Jor-El's transmissions and tells Clark to read Swann's journal for clues.

Jimmy is approached by a brunette woman at the Talon coffeeshop. She calls him a gentleman, then accuses him of hacking into the NSA mainframe. She introduces herself as Agent Vanessa Webber of the Department of Domestic Security. She tells Jimmy that she has been watching him and tracked an infiltration to his computer. Jimmy claims he is innocent and Vanessa admits that they are actually targeting his girlfriend, who they think is working for a terrorist sleeper cell. Jimmy doesn't think Chloe is dangerous but Vanessa counters that Chloe has probably been hiding her tracks well by "working late" or missing dates. She threatens Jimmy with jail unless he works with them to spy on Chloe. She gives him a briefcase full of spy gadgets.

Jimmy goes to Isis to meet Chloe for lunch, who realizes she forgot their date. She begs off, again saying her life is hectic. Jimmy offers to help her move but she says it's private. She receives a text from Clark just then, reading *"I found something"*. Chloe lies that it's from her building manager to talk about rent. Jimmy is disappointed again as Chloe hurries away.

Lex Luthor is getting ready to leave when one of his security members informs him that he's been red-flagged by the government and his departure has been delayed.

Jimmy breaks into the Isis office and installs spyware onto the computers. At first he doesn't see anything suspicious, but then finds several government firewalls that have been accessed. He wonders to himself what Chloe is up to.

Chloe meets Clark in the Talon apartment where he shows her a diary page that he says has suddenly appeared.Chloe is skeptical but Clark insists. He says Jor-El's transmissions from 1989 are jumbled and incomplete, but he translates it to say *"Save Lana at Fortress."* They don't understand why a toddler-aged Lana would need saving, but Clark is determined to do everything he can to save Lana, so he decides to go to the Fortress to ask Jor-El why. He is on his way out of his barn when he is approached by Jimmy. Jimmy indirectly asks Clark why Chloe would lie to him, but Clark points out that he should know that he can trust her.

Clark arrives at the Fortress but Jor-El doesn't respond to his questions. Instead, he plays a transmission Kara sent which is distorted but she explains that she went "back" and is on Krypton. She says Brainiac wants to kill him as a baby on Krypton.

Chloe is unsuccessfully trying to hack into a satellite control center located in the City Center. She looks for a way into the building when she notices the Center contains a club opening that evening: the Ace of Clubs. She leaves Clark a voicemail explaining that she is going to infiltrate the party to gain access into the satellite. Just then, she realizes Jimmy has hacked into her computer.

Jimmy tries to call Chloe, saying he's made a mistake but Vanessa catches him. He tells her that he found nothing suspicious but Vanessa knows he's lying. She tells him that Chloe's plan is going down tonight and his job is to accompany Chloe to the Ace of Clubs party. She gives him a bow tie with a camera inside. Chloe and Jimmy arrive at the party together and Jimmy places a PDA next to hers and begins to copy the data from it. Chloe notices but pretends not to. Trying to distract her attention, Jimmy drags her onto the dance floor and they do a tango.

The transmission concludes just as their dance is finished. Jimmy scoops up the PDA and tells Chloe that he forgot to give the valet the key and exits quickly.

When he is gone, Chloe leaves the party also. She breaks into the satellite control room and views and uploads satellite images. At the same time, Jimmy is once again seen crawling through the ventilation ducts trying to locate the armed briefcase. He retrieves the information and returns to the party to give Vanessa the PDA, claiming he got to the information before Chloe. Vanessa looks at the data and figures out that Chloe purposefully lured Jimmy to useless files. She decides to take matters into her own hands and threatens to put them both in prison.

Chloe finds a space image which she emails to herself just as Vanessa enters and arrests her. Jimmy is being escorted out of the building, but he escapes the guard and goes to rescue Chloe. Vanessa punches Chloe across the face as she interrogates her but Chloe doesn't co-operate. Jimmy distracts Vanessa and the guards by uploading his video game onto the satellite screens. He fends them off and knocks Vanessa out.

Jimmy rescues Chloe and takes her home. When they arrive, he demands the truth and Chloe counters that she knows Jimmy was spying on her. She wants to know why he didn't just ask her. Jimmy says Chloe lies to him every five minutes. Chloe admits she lied and Jimmy wonders if they are going to break up again. Thinking they are about to get arrested anyway, Chloe concedes and challenges him to ask her whatever he wants. He kisses her and asks her if she wants him more than she wants Clark. Chloe doesn't answer, but she kisses him back and embraces him tightly. Jimmy is pleased and assures her that he has fixed it so the government won't be coming after either of them. Chloe is pleased as well and they kiss.

Lex has made it to Zürich with both keys. He opens the deposit box which appears to be empty, until he finds a false bottom that opens to reveal a cryptograph. As he looks at his find in wonder, the security guard sneaks up behind him and tries to strangle him but Lex fends him off and escapes with the cryptograph.

He returns to Metropolis to the *Daily Planet* and instructs someone on the phone to find out who attacked him. Just then Jimmy enters his office. Lex reveals that he cleared Chloe's name from the arrest warrant but Jimmy asks why he's helping them. Lex claims that he regards his employees as his "family" and hopes Jimmy will return the favor. Jimmy looks wary and exits, while Lex contemplates the cryptograph.

Clark and Chloe are in his loft trying to figure out how Kara got back to Krypton. Chloe suggests Kara went back in time through a time vortex. She shows him an image depicting two blurs near a red star. They realize that Brainiac was trying to kill Clark before he ever departed from Krypton, as a baby. Chloe tells him he has to find a way to get back to Krypton.

### Apocalypse

Clark is in the barn reading a new message that has appeared in Swann's journal and also looking at a picture of Lana. Chloe then enters remarking that she must have sped through every speed trap to get there. Clark tells her that he has received a new message from Kara and that Brainiac is getting closer. She tells him that he must find a way to get to Krypton and he says he can, through the key. She then gets the book where the key is stored and hands it to Clark. He tells her that he isn't going and that the world will be better off if he never existed. She says that she will not let him make this choice and forcefully places the key in his hand. Clark yells at Chloe saying that the world would be better off without him. Suddenly, a bright light then surrounds him and he disappears.

Clark is then lying on the barn floor wondering what happened when he hears a noise and sees a boy wearing a Smallville High School jacket. The boy asks Clark what he is doing on his property. Clark is confused and the boy introduces himself as "Clark Kent".
Clark enters the farm house and picks up a picture of Jonathan, Martha and "Clark". Clark then starts calling for his parents and saying how he shouldn't be there and "Clark" is confused. Clark asks if he can see Jonathan and Martha, but "Clark" says that they are on a cruise celebrating Jonathan's birthday. Clark then asks the boy if he knows Lana Lang and he says no. Clark asks if he can use the phone book.
In downtown Smallville, Clark is watching as Chloe walks out of a supermarket. He goes up to her and tells her they used to be in the same class in high school and that his name is Clark Kent. She says that she doesn't remember him, and he asks her if she knows a Lana Lang, but Chloe remarks that Lana was a cheerleader and they hung out in different groups. He then asks if she can help him track Lana down. Again, though, Chloe says she can't because she has to be somewhere. Clark asks if it's with her boyfriend as an attractive, brown-haired man comes up behind her and says he's her fiancé. Clark offers them his congratulations, although he seems upset that Chloe is not this happy in the real world.

At the *Daily Planet*, Clark tells Jimmy that he is a fan of his photos. Clark asks Jimmy to let him use the *Planet'*s archives to search for Lana Lang and see where she is. It turns out she is living in Paris and is happily married with two children. Jimmy tells Clark he is sorry, but Clark says it is the best news he has ever heard. He then turns to walk out and bumps into Lois, almost knocking her over but catching her, and Lois is smitten. She gives Jimmy a letter for him to courier for her and offers Clark a drink after she finishes work. Several Department of Domestic Security guards arrive and call out Lois' name. One of them is Kara, who arrests Lois and hauls her off. Clark asks Jimmy what is going on and he says that if "Linda Danvers", the head of the DDS, is involved, then Lois is in trouble. Jimmy shows Clark a newspaper that says Lex is the President of the United States.

Clark wonders how Lex could be the president as Jimmy talks about the meteor shower that still happened. Clark is surprised and says that Lex is dangerous. He wants to help Lois, but Jimmy tells him to be careful and says he won't have anything to do with it. Just as Jimmy is about to shred the letter that Lois gave him, Clark steals it. Clark starts to question Jimmy, but Jimmy puts his guard up. Clark pushes Jimmy up against the wall and Jimmy starts to talk. The letter was meant for the Ace of Clubs.

Clark enters the Ace of Clubs and sees Sheriff Adams. She says that she hasn't been called that in a long time and wonders who Clark is. He says he is from Smallville and she says she is done with that town. She asks him what's wrong and he gives her the letter. She frowns because it is open, and shows him her government badge. He tells her that Lois Lane was arrested, and she is shocked. Clark tells her what happened and accuses her of being the one to give Lois something that belonged to the government. She tells him to keep his mouth shut and says no one can help Lois. He tells her to let him try. As she turns around to leave he appears in front of her and orders her to tell him where Lois is. Meanwhile, the DDS takes Lois to a building where Kara orders her to be taken in and locked up. As Lois is being taken into the building, a blur comes and knocks out one of the men. He then knocks out the other one, grabs Lois and runs.

Lois and Clark come into a building and Lois says it's nice to have a meteor freak on her side. Clark starts to protest saying he isn't a meteor freak, but Lois dismisses him. Clark asks if Lois minds telling him why she is public enemy number 1. Lois tells him that she has a highly classified document that proves Lex is putting the country in jeopardy. Clark and Lois watch a video where Lex talks about a nuclear threat that they should take care of. Lois says the threat is phony and Clark says it's not a surprise that Lex would lie. Clark asks why and Lois explains she overheard an agent say they were "taking the eagle to the mountaintop".

Lois says it means they're taking Lex to a bunker for one reason only: nuclear war. Lois wants to paste the news all over the planet, but doesn't understand why Lex would want to destroy America. Clark notices Milton Fine and says that he is the reason. Clark explains that he's not human and that's why he doesn't care. Clark starts talking in circles about how he thought the world would be better and Lois is confused. Lois accuses Clark of being a machine and Clark doesn't deny it, but doesn't say he is either. They form a plan, but first Clark has to change clothes. Lois gives him a suit and a press badge so he will blend in.

Clark attends the press conference wearing the suit and glasses as a disguise. He uses his super hearing to listen in on Lex and Kara/"Linda". Lex accuses Kara of letting Lois go and she says he is like her brother. Kara tells Lex his true enemy is Milton Fine. Kara talks about how she's already seen one planet destroyed, and shows him how the enemy missiles are fake. Lex burns the proof and says Fine was following his orders. He reminds her that his father found her, loved her, and died protecting her. Lex tells her to be loyal, to which she agrees. Fine enters and tells Lex to hurry up. Lex and Fine leave through one door and Kara exits through another. She finds Clark in the hall and he calls her Kara. She asks how he knows her and he quickly explains how they are cousins. She tells him she was sent here to kill him and throws a punch. He moves out of the way and she breaks the wall. She tries to elbow him, but he stops her and she says she searched the globe, but couldn't find him. Clark says he can't explain but that he needs the briefcase with the nuclear codes. Clark says that Milton Fine is Brainiac and Kara is surprised that he's on Earth. Clark says together they can stop him. Lex is in his office swirling a globe when Kara and Clark come in. Kara tells him that Clark is from Krypton and Clark tries to get Lex to change his mind about the bombs. Lex says the best way to fix something is to start over and says that America's best and brightest people have been taken to bunkers all across the country. Lex shoots Clark in the stomach. Clark is bleeding, but he still tries to make Lex stop.

Lex shoots another bullet and it becomes clear that the bullets are kryptonite. This one hits Clark in the shoulder and he falls to the floor. Lex tells Kara the gun was so he could protect himself from her and shoots her too. Fine comes in with the briefcase and sees Clark and Kara on the floor. Fine instructs two men to handcuff Kara with Kryptonite handcuffs and seek medical attention. Fine begins to open the briefcase and Clark calls from the floor for Lex to change his mind. Lex doesn't listen and launches America's nuclear arsenal. Lex leaves and Fine is left to "take care of Clark". Clark realizes that General Zod is still alive and Fine says he is trapped in the Phantom Zone. Fine says he will use Kara and her Fortress to release Zod into Lex, who is still the vessel. Fine shoots Clark...and he wakes up with blue light surrounding him and in one of Jor-El's pocket dimensions.

Jor-El tells Clark that he cannot change his destiny. He has to stop Brainiac and this time, he won't get a second chance. The blue light disappears and Clark is in the barn with Chloe, who is utterly confused. She runs to hug him and says that it was only a millisecond. Clark says he has to make everything right and go to Krypton.

On Krypton, everything is exploding. A baby is crying and Brainiac tells him to hush. Brainiac takes a piece of crystal and holds it above the baby, Kal-El. Kara appears and grabs the piece that Brainiac is holding in his hands. Brainiac hits Kara away from him and tells her she will die along with Kal-El. Clark shows up and Brainiac is at first confused, then defensive and tells Clark that he can't stop him. Kara tells Clark that he has to get the baby, but Brainiac starts choking him. Brainiac says there is no yellow sun to help him and throws Clark to the ground. Suddenly, a piece of crystal appears through Brainiac's chest and he falls to the ground, showing Kara behind him. Clark rushes to put the baby in the ship and takes a moment to look at his younger self. Clark puts the baby in the ship and Kara tells him that they have to leave. Kara says that Brainiac is destroyed and they leave as Krypton and its Red sun blows up behind them with baby Kal-El's ship flying away safely to Earth.

Back at the Kent farm, Clark is talking on the phone to the nurse who is taking care of Lana. Kara says she knows that Brainiac was destroyed and Clark is at a loss what to do. Kara says they should go back and save their home. Clark says they don't know if that would make things worse. Kara tells Clark she will be there for him forever.

In the barn, Clark finds Lex waiting for him. Lex says he wants to help Lana. He says that his doctors say her condition is almost alien and that her state is irreversible. Lex asks Clark to remember what happened that could have triggered it, but Clark says he doesn't know. Lex leaves Clark alone in the loft.

At the *Daily Planet*, Clark is on Lois' computer, looking at the *Planet's* database. Lois arrives and sees that Clark is researching Lana's condition. She tells Clark she's sorry she can't do anything and reminds him that he was there for her when she needed him. Clark tells Lois that she's a good friend and, after an awkward moment, she gives him an affectionate punch on the shoulder and tells him she'll buy him a drink. Lois puts her arm around him as they walk out together.

In the Kent house, Kara goes downstairs for a drink. As she starts to drink from the bottle of milk, she clutches her head and drops the bottle. She falls to the ground in pain.

### Quest

Lex calls in an antiquities expert, Milash, to examine the cryptograph he found in Zurich. Lex is reluctant, but finally lets Milash take it with him to his shop for further study. Lex orders a security detail to watch Milash, then contemplates the fire. He's interrupted when the attacker from Zurich, the same one who killed Gina, comes at him. The man beats Lex in a brief fight, stabs Lex in the left side, and then cuts symbols into Lex's chest and flees as Lex's security guards return.

Later, Lex is recovering in the Smallville Medical Center and sees the symbols, and realizes his attacker is looking for the cryptograph.

Jimmy returns to Chloe's apartment and reveals that he got a shot of Lex being admitted to the hospital. Chloe tells Jimmy that there are other ways for him to make up for standing her up. Chloe presses her body on Jimmy and begins to kiss him. He shows Chloe the symbol, which she recognizes.

Chloe goes to the medical center to meet  Clark who identifies other symbols within the symbol which mean "Traveler" and "Savior". Chloe figures someone involved with Veritas is trying to get hold of the cryptogram and that Lex hasn't figured out that Clark is the Traveler yet. Clark goes to get answers from Lex, but the latter has already left.

The attacker has followed Milash to his shop and calls his superior to inform him he's found the cryptograph. Milash realizes what he's looking at, but the mystery attacker comes in and kills Lex's two guards. Before he can finish off Milash, Lex arrives and kills the attacker.

Clark and Chloe go to Isis and examine the camera footage. Clark feels guilty for endangering Lex, then notices that the two symbols overlap and form a third symbol: "sanctuary". Since St. Christopher is the patron saint of travelers, Chloe locates St. Christopher's Cathedral in Montreal.

Milash reveals to Lex that a German watchmaker who catered to European nobility made the cryptograph, and was hired by a mysterious employer to make a clock. Only one sketch of the clock existed and it disappeared during the second World War and reappeared as a donation from Dr. Swann to St. Christopher's Cathedral.

At St. Christopher's, Clark goes in and finds Kryptonian symbols inscribed on the basin. They direct him to other symbols underneath, but as Clark turns, he finds a mysterious hooded figure who has been expecting him. The man identifies himself as Edward Teague, the last surviving member of Veritas, and now he wishes to serve the Traveler. He explains he went into hiding after the death of his wife and son, and he warns that Lex is too close to finding Swann's secret for controlling Clark. Swann's secret was scattered across the globe, and one clue is in the cathedral. Teague had his man carve the symbols into the chest so Clark would see them and reveal himself. Teague wonders why Clark hasn't taken care of Lex and realizes Clark doesn't want to fulfill his destiny. Teague reveals a piece of kryptonite in his lead-lined cane and says no one can be allowed to control Clark, despite the cost.

Lex is flying to Montreal in his personal jet with Milash, who demands the truth. Lex explains that Lionel was part of the secret society and the cryptograph will give him the answer to what he needs to find out that was so important.

Chloe tries to call Clark when Jimmy arrives with info on how the symbols have been appearing around Smallville for years. Chloe tries to dismiss his suspicions, but Jimmy notes that one of the drawings shows a human sacrifice.

Teague has strapped the weakened Clark to an altar surrounded by liquid kryptonite and prepares an ancient Kryptonian ritual, believing Clark can be turned into a destroyer as easily as a savior. Jor-El himself sent a device to Earth to control Clark. Teague then carves a symbol into Clark's chest.

Lex arrives at the cathedral where he finds a clock. He places the cryptograph in the clock and it plays a tune and a five-sided key appears from a hidden compartment. Teague arrives and is impressed that Lex has risen to become the Traveler's nemesis, then insists that without a Traveler, there can be no Destroyer. The two men fight while below, Chloe makes it to Montreal on Oliver Queen's private jet, gets to the cathedral, and finds Clark. She drains off the liquid, allowing Clark to heal and break free. He super-speeds up and stops Lex from killing Teague at super-speed, pinning Lex and Teague to the floor and destroying the clock in the process, then gets away before Lex can see him.

Lex sends Milash back to his home, and then sets off for Scotland, having identified the tune that played as *Birks of Saint Kilda* which he played on the piano as a child. Then his aide tells him that there was a castle on the island of St. Kilda, until it was bought by a wealthy American and transported back to the U.S. He shows a picture of the castle to Lex who recognizes it as the Luthor Mansion. He orders the plane to change course for Smallville.

Chloe returns to her apartment and Jimmy announces that he sold his first story: he's determined that the Kawatche symbols of good and evil portray a resolution of the conflict between Naman: the Savior, and Sageeth: the Bringer of Darkness. He says that the journey Naman must take is that of the Hero's Journey described by author Joseph Campell. He's also discovered that the image of Naman's final battle depicts resolution in the pictogram through a final battle. Chloe coyly asks Jimmy who is supposed to win the final battle and in response, Jimmy just shrugs. Jimmy sold the story he wrote to Lex.

Chloe takes the information to Clark, who is worried that his abilities in the wrong hands could destroy everything. Chloe suggests that Clark kill Lex. Clark says that if he were to kill him, he would become just like Lex.

Meanwhile, Lex has his researchers taking apart the Mansion. Suddenly deciphering the musical clue himself, he tells everyone to get out, then breaks open the fireplace mantlepiece  and finds a control device in it with a slot that matches the symbol he found in the clock in Montreal. He inserts the symbol and an orb floats into the air and generates a holographic globe of the world and it indicates a location in the Arctic.

### Arctic

Edward Teague is on a private jet when the flight attendant approaches him. It is Kara Kent beginning to question him about Veritas and a device. He avoids her questions and she grabs him by the neck and punches a hole in the side of the plane. She threatens to throw him out, until he admits that Lex Luthor probably has the information she seeks. Kara flies out of the plane, destroying the tail and causing it to crash.

Lex is in his *Daily Planet* office when he is informed that two of his teams have gone missing trying to reach their target in the Arctic Circle. Jimmy Olsen enters and thinks he is meeting Lex about his upcoming Kawatche Caves article. However, Lex reminds him that he did Jimmy a favor by calling the Department of Domestic Security and keeping Chloe Sullivan out of prison so he wants Jimmy to distract Lois Lane, who has been asking too many questions about him. Jimmy is reluctant because Lois is quite persistent but Lex has forced his hand. He gives him bogus satellite images to throw Lois off the trail.

Clark Kent answers his door to find Lois eager to see him. She explains that since Chloe was fired, a spot has opened up in the bullpen. She gives him an application and says she thinks he is destined for greater things than working on a farm. Clark points out that he would never work for Lex and Lois asks why they were ever such great friends. Clark just says that sometimes people don't turn out the way you think they will. He warns Lois to be careful working for Lex. Chloe arrives and asks to talk to Clark in private. Lois exits and Chloe informs Clark that Teague has just died in a plane crash.

Clark and Chloe go to the Isis Foundation where she explains that she has hacked into the plane's black box and learned details about the crash. She plays garbled audio and Clark uses his super hearing and is surprised to hear Kara's voice, threatening to bring the plane down. They wonder if Kara is as dangerous as other Kryptonians they have come in contact with but Clark is reluctant to believe that Kara is a killer. Chloe plays more audio and Clark hears that she is going after Lex.

Kara arrives in the Luthor Mansion and uses her X-ray vision to locate the orb in Lex's safe. However, there is a fail-safe protection within the orb, preventing anyone other than a human from using the device, which means she is unable to take it for herself. Clark finds Kara and asks her about the plane crash. Kara says she was only trying to protect him and killed Teague for going after Clark. He grabs her and speeds her back to the barn.

He questions her strange behavior, suggesting she has come into contact with red kryptonite or has changed on returning from the past. Kara insists that she is fine. She tells Clark that if someone figured out how to control him, a lot more innocent people might die, and that she is going to do whatever it takes to save Earth. She flies away and when Clark tries to hold her back, she kicks him across the barn and departs.

Jimmy meets Lois at the Ace of Clubs and gives her the satellite images. He convinces her that Lex has been visiting the Arctic looking for new places to drill oil. Lois is skeptical but Jimmy says he got the photos from the photo lab and Lois seems convinced.

Lex finds Kara in his library, and she begins to ask him questions about Veritas. She tells him that she wants the device that can control the Traveler. She says she and the Traveler are from the same planet and demonstrates for Lex by using her heat vision. Lex realizes that Kara is in fact the being that saved him at Reeves Dam. Kara tells him that she saved him because it is his destiny to defeat the Traveler. She says the device is designed so that only a human can use it. She tells him to take the device to the co-ordinates in the Arctic and that she will help him find it. Lex doesn't understand why Kara would help destroy one of her own kind but Kara claims that she knows the Traveler's true destiny: to destroy mankind. Lex asks who the Traveler is, and Kara suggests that he already knows.

Chloe finds Clark at home with the lead box. He tells her that kryptonite is the only way to stop Kara. He is worried that Kara is right: that he hasn't done all he could to stop Veritas. He asks Chloe to help stop Kara but Chloe points out that the green kryptonite will incapacitate him as well, and that she should do it alone.

Lex is preparing to take the device to the Arctic and tells his men that another passenger is coming. Jimmy arrives and tells him that he did what Lex asked and gave Lois the photos. He thinks they are even now but Lex tells him to continue to spy on Lois. Jimmy objects, saying he does not want to lie anymore. He promises not to tell anyone about Lex's secrets and is pleased with himself when Lex seems to agree.

Chloe lures Kara to her apartment, but is shocked when the green K does not work. Kara realizes that Chloe has deceived her, prompting Chloe to try and escape the apartment. Kara blocks the door and reveals that 'she' is actually Brainiac impersonating Kara. Changing back into Milton Fine, he tells Chloe he is impressed that she tried to stop him. He attempts to pierce her head with his finger tendrils, but Chloe's power enables her to resist him.

By the time she falls to the ground, Brainiac is considerably weakened and unable to continue his attack. Lex boards his jet and decides not to wait for Kara, being uncertain if he can trust her. The security team is reluctant to leave, since his last two teams have disappeared, but Lex is convinced that the device will protect him.

Clark visits Chloe in the hospital, sits by her side, and apologizes. Suddenly her eyes open; they are clouded over, and Clark realizes that she has been attacked by Brainiac. Brainiac is out seeking high voltage lines to recharge himself when Clark arrives and apprehends him. Clark now realizes that the real Kara never came back from Krypton, with Brainiac admitting that he was already impersonating her, having overcome Kara when they were out of Clark's sight.

When Clark asks if he killed Kara, Brainiac says it is much worse than that. In a rage, Clark attacks him and demands that he release Chloe and Lana Lang. Brainiac points out that Clark would never kill him, as he needs to do to release them, because it is against his nature. But, in a defining moment, Clark retorts that Brainiac is not a man, but a machine, and using the nearby power supplies, electrocutes him until he explodes.

Kara is now seen trapped in the Phantom Zone, with the young Kryptonian spinning through space in one of the Phantom 'prison discs'.

Clark confirms that Chloe is okay as he goes to visit Lana. However, he is shocked to find her room in the hospital empty. The nurse explains that she made a sudden and miraculous recovery and checked out and has left Clark a DVD. Back at the farm, Clark watches the video, in which Lana explains that she felt unable to tell him in person. She says they were fooling themselves by thinking they were meant to be together. She says the world needs him more than she does. She tells him she loves him more than he will ever know, but asks Clark not to look for her. Lois arrives just as the video is ending. Clark starts to cry and she gives him a comforting hug.

Jimmy brings Chloe home from the hospital. He is very nervous and admits that when Chloe was in the hospital he realized how much she means to him. He gives her a plastic ring and proposes. Before she can answer, armed agents from the Department of Domestic Security storm into the Talon and place Chloe under arrest. Jimmy tries to protest, but they punch him to the ground. As they are hauling her off, Chloe screams for Jimmy to call Clark. Jimmy finds Clark in his loft and tells him Chloe got arrested. Jimmy admits that he made a deal with Lex, but backed out of it, and says that Lex is now headed to the Arctic Circle.

Lex is in the Fortress of Solitude and is about to place the orb into the glowing console. Clark makes it to the Fortress where Lex is waiting. They stare each other down. The orb glows in Lex's hand. Lex says that Clark has brilliantly been disguising himself as a mild-mannered farm boy, but is secretly plotting mankind's demise. Clark protests, saying he has never hurt Lex. Lex counters that Clark never trusted him, and that they could have worked together to enable Clark to become a hero. Clark says Lex has no right to control his life, but Lex believes that it is his birthright to save mankind, and that all of his suffering has led him to this point. Then, saying "You'll never threaten the world again—Kal-El", Lex places the orb into the console where it glows brightly and precipitates the breaking apart of the Fortress. Clark falls to the ground, and Lex kneels down and holds him and tells him that he'd loved him like a brother. The Fortress collapses around them.