Upgrade - Recap
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At Tess' secret laboratory, a scientist perfects a cybernetic self-sustaining heart powered by red kryptonite. They take it to their test subject, unaware that Lois has infiltrated the lab and is recording her activities. A security guard spots her and realizes she has a fake badge. Lois tries to bluff her way past but the head scientist tells the guard to call the boss and get rid of Lois. As they struggle, the scientist realizes their test subject has escaped. Meanwhile, Lois knocks the guard into a tank of flammable gas. As she runs, the gas ignites, blasting her down an elevator shaft. A man catches her: John Corben, his green kryptonite heart glowing.
Lois wakes up in her bed at the Talon. Clark is there and wakes her up, and she tries to piece together what happened. When she discovers she's injured, she makes an excuse to Clark, who backs off and gives her some space even though he's concerned. Her cell phone goes over and she claims it's a call from Randall and asks to take it privately. Clark leaves and Lois answers the call: it's Zod, still posing as the Blur. He wants to know what information she's discovered about Tess, and Lois tells him about the secret lab. She assumes that the Blur saved her and says she has to go.
Outside, Lois hears someone in the Talon's basement. She goes down to investigate and finds a weakened Corben. He explains that the scientist's in Tess' lab were working on him to restore his mind to normal, but they installed an upgrade on the back of his neck to control him. Corben clutches at his heart in pain and explains that he needs kryptonite to refuel. Lois gets him into her car and takes him to get help.
Chloe helps Clark locate the spot in the city where Lois spent her time, and points out that he needs to trust Lois. Clark finds the underground lab and goes down to investigate, and is exposed to particles of red kryptonite from the cybernetic heart.
Later, Chloe discovers Clark working on her computers at Watchtower. He's located caches of kryptonite hidden around the country on a thermal radioactive scan. Chloe is forced to admit that the caches belong to her and Oliver. He accuses them of betraying her and refuses to accept her explanation that she prepared the kryptonite against the Kandorians. He burns the El symbol into the wall and says that now they're at war.
Corben is at a trailer in Metropolis with kryptonite, which he uses to refuel himself. He emerges from the trailer and finds Clark there. As Clark prepares to attack him, a bolt of heat vision shoots down from the sky and blows up the trailer. Zod flies down for a moment, and then leaves.
Minutes later, Lois arrives at the trailer. She finds Corben nearby where he managed to hide, although his clothes were destroyed in the explosion. When he mistakenly says the Blur attacked him, Lois insists that it was a mistake.
Chloe finds Tess' lab and discovers that Tess is there. They spar over their mutual secrets and Tess' involvement in Checkmate, and Tess figures that Clark knows about Chloe's kryptonite caches. Chloe finds the red kryptonite and realizes why Clark is acting strangely. She warns Tess that if Clark outs himself, he'll reveal the existence of the Kandorians as well. To protect her alliance with Zod, she agrees to help Chloe locate Clark.
At a secret warehouse base, Zod experiments with a kryptonite knife and a lead sheath to determine how it weakens him. Clark arrives and asks how he obtained superpowers, and Zod explains that it was Clark's donated blood. He observes that Clark dedicated himself to the greater good while lying to his loved ones, and his closest friends fear him. He informs Clark that he needs him as an equal, and that the mortals are treating him as a god. Zod wants Clark's map of the kryptonite arsenals so they can attack the real threat against them, Chloe and Oliver. Clark considers his offer, and then extends his hand and they seal their new alliance with a handshake.
At the bus station, Lois gets Corben on a bus so she can get him to her father's military base and treatment from a Dr. Vale. She plans to go with home and make sure he's safe. When a passenger tries to get a bag in the rack, he goes to help and the woman, one of Tess' agents, plants the control chip on his neck. When Corben mechanically walks off the bus, another agent drugs Lois unconscious before she can interfere.
Zod and Clark go to destroy another of Chloe's kryptonite caches, and Clark admits he didn't know Jor-El like Zod did. Zod describes how he and Jor-El argued constantly, but ultimately respected each other. He assures Clark that he now has a family that understands him. They go to the Space Needle in Seattle. They look out across the city and the mortal beneath them, and Clark says that Zod can talk to Jor-El once more. First, Clark decides to transform the falling rain into snow using his superbreath.
In Tess' lab, Tess tells Chloe that her people have found Corben. Chloe spots the fluke snowstorm in Seattle and confirm that Clark and Zod are atop the Space Needle. She realizes that Tess already knew that Zod had powers. Corben enters the lab and Tess smiles triumphantly.
Clark takes Zod to the Fortress and explains about the Jor-El construct. They try to turn on the construct but it refuses to activate given Zod's presence. Zod explains that on Krypton, the children are raised to reverse the red son god, Rao. Jor-El hid the Book of Rao on Earth, and with the knowledge of the book, they can accomplish anything.
Chloe secretly sends Corben to the Fortress and makes sure Tess is unaware of its location. Lois returns to the lab and confronts Tess, unaware that Chloe is there. Tess asks her to keep the lab's location secret, and Chloe chloroforms her cousin unconscious. She moves Lois out while Tess destroys the lab to eliminate any chance that her secrets will be exposed.
Corben teleports into the Fortress and activates his kryptonite heart at full strength. Clark and Zod flank him and bring the ice roof down upon him. He withstands the impact and the debris knocks the control chip loose. The two Kryptonians freeze him between them, momentarily rendering him immobile, but his kryptonite heart goes into overdrive, allowing him to break free. The kryptonite weakens his opponents and Corben kicks Zod away. He then takes out a piece of kryptonite and stabs Clark, freeing him from the influence of the red kryptonite. Corben teleports away using the Kryptonian disk, while Clark realizes that Zod has escaped.
Later, Corben catches up to Lois in Metropolis, and she gives him the red kryptonite heart she recovered from the lab. He expresses his admiration for her honesty and loyalty with him, and the fact she gave him a chance when no one else would. Lois admits that she's with someone else, the one person for her. Corben says she's a real dame and hopes her guy knows how lucky he is.
Zod is at his lair drinking when Tess confronts him with photos of him and Clark on the Space Needle. She warns him that she's the only one who has Zod's best interests at heart, as long as she benefits as well. When he points out Tess is the one who sent a cyborg to attack him, Tess notes that he hasn't… yet. They kiss, and Tess warns that Clark isn't reliable. She shows Zod photos of Clark providing Fiona and Alia new human identity papers and claims that Clark is forming a rebellion against him.
At Watchtower, Chloe is cleaning off the El brand when Clark arrives to apologize. He admits that in the future he saw, Chloe's kryptonite arsenal was what helped save the world against the Kandorians. Clark notes that the red kryptonite unleashed his inner desire to have a family, and that Zod is the closest thing to a family he can ever have.
Zod assembles his remaining loyal soldiers at the Fortress and cuts himself with a kryptonite blade. He drips the resulting blood into a bowl and tells them that they will prevail, and offers the blood to them so they can also gain superpowers.