Unaware that Bizarro has taken Clark’s place, Lana shares her bed with him and they agree to leave Smallville together after Brainiac is destroyed. Though he initially was just using Lana to get at Clark, Bizarro has found himself developing true feelings for her. Lana’s research at the Isis Foundation leads Bizarro to the Suicide Slums in Metropolis, where Brainiac has been slowly regenerating himself by sucking the life out of the homeless. Bizarro doesn’t actually want to hurt Brainiac. He realizes that sooner or later he will be exposed to the sunlight in front of someone who thinks he’s Clark and they will see his true chalky, cracked face. Bizarro assumes Brainiac knows of a way for him to prevent his skin from turning in the sunlight. Since Bizarro can help him locate the only being on earth with the ability to help him fully regenerate, Brainiac tricks the Phantom into thinking that this same being, a Kryptonian scientist named Dax’Ur that came to earth some years ago, can solve his dilemma. In order to find Dax’Ur, Brainiac informs Bizarro that he will have to find the Kryptonian shield shaped beacon that Dax’Ur lost when he came to earth.
Chloe begins to suspect that Clark isn’t himself after he asks her to help him find the shield shaped beacon, an object that Chloe remembers Clark finding some months back. She goes to the Kent farm and takes the beacon into safe keeping, but is unable to convince Lana that Clark isn’t actually Clark. Unable to get anything from Chloe, Bizarro pays a visit to the Fortress of Solitude and attempts to talk the information out of Jor’El. Jor’El refuses to help and releases Clark from the fortress to put an end to the Phantom. Clark immediately informs both Lana and Chloe about Bizarro and his whereabouts over the course of the last several weeks. He then goes to Lionel to see if, being Jor’El’s emissary, he knows of a way to destroy Bizarro. Unbeknownst to Clark, the Lionel he speaks to is actually Brainiac, who tells him that blue kryptonite will empower Bizarro to the point that he will self destruct. When Clark asks “Lionel” where he can find blue kryptonite, he informs him about the beacon and Dax’Ur, claiming the scientist has what he seeks. “Lionel” tells Clark that once he has the beacon all he has to do is say Dax’Ur’s name and he will instantly transport to wherever he is.
After Clark gets the beacon from Chloe he does what “Lionel” told him to do and arrives in Dax’Ur’s repair garage somewhere out in the Arizona desert. Despite having made a human life for himself by exposing himself to blue kryptonite, Dax’Ur is happy to see a fellow Kryptonian and gives Clark a rock of blue kryptonite. He also reveals to Clark that he left Krypton because he needed to be alone to come to terms with a great mistake he made - the creation of the Brain Interactive Construct (a.k.a. Brainiac). Later that day, Brainiac shows up at Dax’Ur’s garage and introduces himself to his creator. Though Dax’Ur refuses to help his creation fully regenerate himself, Brainiac kills Dax’Ur and does it himself.
Clark returns to Metropolis and confronts Bizarro at Oliver Queen’s loft, where he told Lana to hide. Bizarro tries to convince Lana that she has fallen for him like he’s fallen for her. A fight breaks out between Clark and Bizarro, resulting in the blue kryptonite being knocked on the floor. Lana picks up the kryptonite and lures Bizarro into destroying himself by warming up to him. Though Clark is grateful to be rid of Bizarro, he senses that everything Lana told Bizarro at the loft has a measure of truth to it, leaving the future of his romantic relationship with her in doubt.
Meanwhile, Grant defies Lex’s order to not tell Lionel that he’s a clone of Julian Luthor. Though Lionel detests what Lex has done, he takes the chance to get to know his lost “son” better. Heartbroken and angry that his plan to create someone that would love and care for him has backfired, Lex decides to terminate his creation. While Lionel and Grant are leaving a Metropolis steakhouse after having dinner together, Lex has a thug kill Grant. At the very same moment Grant dies in Lionel’s arms, Lex receives a confirmation that Grant is dead and is left torn apart about what he’s done.
Starring: Tom Welling (Clark Kent), Michael Rosenbaum (Lex Luthor), Kristin Kreuk (Lana Lang), Allison Mack (Chloe Sullivan), Erica Durance (Lois Lane), Aaron Ashmore (Jimmy Olsen), Laura Vandervoort (Kara), John Glover (Lionel Luthor)
Guest Starring: Michael Cassidy (Grant Gabriel), Marc McClure (Dax-Ur), James Marsters (Brainiac), Terence Stamp (Voice of Jor'El), Howard Siegel (), Connor Levins (Max), Sharlene Martin (Grace), Tyler Hazelwood ()
Written by Holly Henderson & Don Whitehead
Directed by Todd Slavkin