Feeling that his presence on Earth has done more harm than good to his family and friends, Clark has second thoughts about stopping Brainiac from killing him in the past. Chloe pleads with him to see that the world needs him and hands him the octagonal disk. Suddenly, Clark passes through the fabric of time and finds himself in the Kent barn in an alternate timeline where he never came to Earth. In this version of the world, Jonathan Kent is still alive and the Kent family has a son of their own that they named Clark, Lex is the President on the United States, Lana is happily married and living in Paris and Chloe is engaged to the love of her life.
Though Clark is happy that Jonathan is alive and Lana and Chloe are happy, he is disturbed when he sees Kara, who is working for the Department of Security, arrest Lois. In an effort to find out why, Clark tries to get an answer out of Jimmy Olsen, who Lois asked to deliver a message for her before she was taken. Jimmy informs Clark that Lois’ message was to be delivered to someone at a nightclub called the Ace of Clubs. Clark is shocked to find out that the person Lois wanted the message delivered to is Nancy Adams, the former Sheriff of Smallville. Though Clark suspects that Adams was behind Lois’ abduction after he finds out she works for the government, the former Sheriff assures him that she isn’t but suspects that it might too late to save Lois. After Clark makes an impression on her, Adams divulges the place where Lois would likely be taken. Clark makes a heroic save, allowing Lois to see him use his powers and gain his trust.
After they hide out in Jimmy’s apartment, Lois tells him that she was arrested for trying to publish an article in the Daily Planet newspaper about Lex’s plan to launch a secret nuclear attack on an apparent rival country. After discovering that Brainiac, under the guide of Milton Fine, is Lex’s chief of staff Clark suspects that he is behind the atrocity that Lex intends to commit. Lois sets Clark up as a reporter so he can sneak into the White House and stop Lex from destroying the world. Before he can get to Lex, he is stopped by Kara, who in this version of the world was found and raised by Lionel Luthor. At first Kara is ever most loyal to Lex, but when Clark mentions Brainiac she realizes that he is behind Lex’s choice and agrees to help her fellow Kryptonian stop him. Suspecting that Kara might betray him, Lex shoots both Clark and her with Kryptonite bullets when they confront him. He then launches nuclear warheads before heading for a safety bunker. Brainiac stays behind to finish off Clark, revealing that his master plan in this timeline is to use Kara to release Zod from the Phantom Zone and then have him inhabit Lex. With the world destroyed, except for a few select people, Earth will become a New Krypton ruled by Zod and inhabited by a new, master race. Moments later, Clark finds himself passing through the fabric of time a second time. He hears Jor’El’s voice telling him that he had to show him what will come to pass if he doesn’t stop Brainiac. Once Clark is back in the barn in the real timeline, he heads for the Fortress and uses the disk to travel to Krypton as it is being destroyed. With Kara’s help Clark is able to defeat Brainiac and insure that his infant self was launched to Earth, thus saving the timeline from being altered like Brainiac wanted.
In the end, Clark discovers that even though Brainiac has been destroyed, Lana’s condition has not changed for the better. It’s actually become worse. Kara suggests that they return to the Fortress to travel back in time again and try and make a number of things right. Knowing that there is no guarantee everything would be fixed, Clark tells her they can only make things better if they focus on doing so in the present and the future. After speaking with Kara, Clark is shocked to find Lex in the loft of the barn. He is even more shocked to find out that Lex wants to help find a cure for Lana’s ailment. While Clark doesn’t trust Lex enough to accept his offer, Lex tells Clark he will be at his side to help him if he changes his mind. Later that evening, Lois decides to cheer Clark up by taking him out for a few drinks. An unseen force attacks Kara at the Kent household.
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: James Marsters (Brainiac), Terence Stamp (Voice of Jor'El), Camille Mitchell (Nancy Adams), Brett Dier (Clark Kent), Carlo Marks (George)
Written by Al Septien & Turi Meyer
Directed by Tom Welling