Teenage Lamar and his friend, Yance, were playing basketball when the alien prisoners escaped from the Phantom Zone on Dark Thursday. Curious as to what he saw coming out of the sky, Lamar went to investigate what looked to be a fallen star. He was suddenly possessed by Baern, an alien criminal who seeks to get even with Jor’El by killing his son, Kal’El. In the present, Dr. Groll summons Lana to a secret meeting during which he informs her that Lex has begun working with the government on experiments with the alien box. Lana is shocked to learn that Lex has kept such information from her after promising to be honest. Groll suggests to Lana that she do as he is going do and relocate herself far away from Lex. Before they part ways, Groll gives Lana the alien box for safe keeping.
At the Daily Planet, Jimmy Olsen informs Chloe that he secretly took photographs of Dr. Groll leaving a car belonging to Lex Luthor. When Chloe informs him that photographs aren’t enough to base a factual story off of, Jimmy arranges a meeting with Lex. Though Lex refuses to discuss anything with Jimmy after seeing the photographs he took of Groll, he now knows that Lana met with Groll behind his back. When he confronts Lana about her meeting with Groll, Lana tells Lex that he has become so obsessed with the alien box that he hidden his dealings with the government from her. She gives him the box, asking him to choose between it and her. Meanwhile, Jimmy shows Chloe several snapshots he managed to get from a document on Lex’s desk before Lex had him ejected from the mansion. Though Jimmy is oblivious to the markings on them, Chloe instantly recognizes them as Kryptonian.
Clark has reunited with Jor’El’s assistant Raya. Being with a fellow Kryptonian has eased the loneliness Clark has felt as of late. During their time together, Raya reveals to Clark that Jor’El sent him to Earth to save it from destroying itself. Moments later, Chloe brings a photograph of the document Jimmy took to show Clark. Raya instantly recognizes the markings as Zod’s. Having finally caught up with Kal’El, Baern overhears the two speak of the alien box. Later, Raya informs Clark that the box Lex has in his possession is the Brainiac intelligence that Zod tried to destroy Earth with on Dark Thursday. She warns Clark that Baern will have enough power to kill both of them if he gets his hands on the box. Meanwhile, Baern makes his way into Lex’s mansion, unleashing the power of the alien box.
Knowing that they have to stop him at all costs, Clark and Raya lure Baern to the Fortress of Solitude. A battle ensues between Clark and Baern during which Raya is struck down. Using a crystal shaped like the letter S that was created by Jor’El, Clark is able to drive Baern out of Lamar. Before she dies, Raya tells Clark that the crystal he used to trap Baern also has the power to restore the Fortress of Solitude when he is ready to accept his destiny and begin his training to save Earth. Later, Lamar wakes up in the Smallville Medical Center with no recollection of the time he was possessed by Baern, only with a new friend in Clark.
Now that the alien box’s contents are history, Lana will never truly know if Lex would have chosen her over it. Jimmy Olsen is fired from his job at the Daily Planet after Lex pulls a few strings, however, Jimmy manages to worm his way back in, though at the price of being demoted down to a photo archiver in the basement. Clark’s time with Raya has made him realize that the time has come for him to stop running from his alien heritage. Once he has taken care of all the Phantom Zone prisoners, Clark informs Martha that he will return to the restored Fortress and begin his training.
Starring: Tom Welling (Clark Kent), Kristin Kreuk (Lana Lang), Michael Rosenbaum (Lex Luthor), Erica Durance (Lois Lane), Allison Mack (Chloe Sullivan), John Glover (Lionel Luthor), Annette O'Toole (Martha Kent)
Guest Starring: Aaron Ashmore (Jimmy Olsen), Pascale Hutton (Raya), Bow Wow (Lamar/Baern), Bill Mondy (Dr. Groll), Brandon Jay McLaren (Yance), Julian D. Christopher (Dr. MacIntyre), Chris Shields (Security Guard)
Written by Holly Harold
Directed by Glen Winter