Kara confronts Edward Teague on his private jet, demanding to know where the metallic orb that can control the Traveler is. After she threatens to kill him, Teague tells her that Lex Luthor has possession of it. Instead of keeping her promise to let him live if he told her what she wanted to know, Kara crashes the plane killing him and the others aboard it.
Lex summons Jimmy Olsen to his office at the Daily Planet. In return for keeping the Department of Domestic Security from arresting Chloe, he asks Jimmy to keep Lois from learning the real reason he has been sending expeditions to the arctic. To help Jimmy convince her that he is drilling for oil Lex gives him several fake photos and documents. Meanwhile, Lois visits Clark and suggests that he apply for a position at the Daily Planet. Although Clark hears her out, he refuses to work for Lex. Chloe shows up as Lois leaves and informs Clark about the plane crash that killed Edward Teague. After she does some hacking, Chloe is able to pull up audio proof that Kara was responsible for the crash. Though Clark is hesitant to believe that his cousin would commit murder, he is proved wrong when he confronts Kara and she proudly admits to having killed Teague and the others. She also indicates she is going after Lex, intent on stopping him from finding a way to use the orb to control the Traveler.
While Clark and Chloe plan out a way to stop Kara, she pays Lex a visit at the Luthor mansion. But instead of killing him, she tells him about her Kryptonian heritage and that although she once believed that the other Kryptonian on the planet had humanity’s best interests at heart, she now realizes he only acted as if he did so he could eventually dominate them. She tells Lex that she saved him at Reeves Dam because it’s his destiny to take the orb to the Fortress of Solitude and destroy the Traveler. Before he departs, Lex gets another visit from Jimmy. Though Jimmy thinks he’s done his part having convinced Lois of what his boss asked him to, Lex wants Jimmy to spy on Lois and make sure she doesn’t realize she was lied to. After Jimmy refuses to spy on his friend, Lex admits he is courageous to refuse and suggests that he will continue to keep the Department of Domestic Security from arresting Chloe.
Chloe lures Kara to her apartment and exposes her to kryptonite. Much to her surprise it has no effect. Kara transforms into Brainiac, who uses his built-in technology to take full control of Chloe’s central nervous system. In the process, he is greatly weakened by the fact that Chloe managed to use her meteor ability to try and keep herself from being hurt. After visiting Chloe at the medical center, Clark is certain that Kara is Brainiac when he sees that his friend is in the same catatonic state as Lana. A few minutes later, Clark confronts Brainiac at an electrical planet outside Metropolis and demands he bring both Lana and Chloe out of the catatonic state he put them in. He also asks Brainiac if Kara is still alive. Brainiac assures Clark that Kara is alive somewhere, but doesn’t say that the place is the Phantom Zone. In his answer to Clark’s other question, he says that the only way Chloe and Lana will return to normal is if he is killed. Brainiac calls Clark out on the fact that he won’t kill him because he won’t take a human life. Clark reminds Brainiac that he’s a machine and uses an electrical cord to destroy him.
After making sure Chloe is okay, Clark goes to check on Lana. A nurse informs Clark that Lana checked out but left him a dvd. On the dvd, Lana bids Clark farewell telling him that while she loves him and needs him, the world needs him more and she will only hold him back. Lois enters the room as Clark finishes watching Lana’s message and comforts him as he bursts into tears. At the Talon, Jimmy surprises Chloe with a marriage proposal. Before she can answer him, several agents that work for the Department of Domestic Security break in and arrest her. As she is taken away, Chloe tells Jimmy to talk to Clark. Jimmy goes to the farm and tells Clark about his deal with Lex and how it got Chloe arrested. After Clark asks Jimmy if he knows where Lex is at, he finds out from him that Lex is headed to the arctic.
In the end, Clark confronts Lex at the Fortress of Solitude. Lex tells Clark that he knows he’s the Traveler and must destroy him so he won’t dominate the human race. Clark tells Lex that he won’t and that he has a choice and can walk away. Lex refuses to listen to reason and places the orb in the midst of the crystals. The orb self destructs the Fortress. As it crumbles down on top of them, Lex tells Clark that he loves him like a brother and is sorry that it had to end this way.
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), Robert Picardo (Edward Teague), Ari Cohen (), Adam Lolacher (), Julia Anderson (Nurse)
Written by Don Whitehead & Holly Henderson
Directed by Todd Slavkin