On a private jet heading for Buenos Aires, Edward Teague is considering his newest fake ID when a stewardess approaches him and starts talking about Veritas. The stewardess is Kara. When he dismisses her questions, she picks him up and chokes him, then punches a hole in the side of the jet. She holds his head out until he admits that Lex might know what's going on. She smashes out of the plane, destroying the engine and sending the plane into a tailspin.
Lex is in his office at the
Daily Planet and gets word that two teams he has sent to the Arctic coordinates have disappeared. Jimmy comes in to talk about his article and Lex demands that he help him with Lois in return for Lex having gotten Chloe off the hook with the government. He tells Jimmy to give Lois some specific information about the Arctic location. When Jimmy wonders if the information is correct, lex tells him to do whatever it takes to get Lois to believe it... or else.
Lois comes to the Kent farm and talks to Clark about the fact that since Lex has fired Chloe, there's an internship that she thinks Clark should apply for. Clark isn't interested and Lois notes that she's been researching Lex and discovered he and Clark were friends for years. She wonders how they could have been friends and Clark admits that Lex was different before. He warns her to be careful of the "new" Lex and she leaves after Chloe comes in.
Chloe tells Clark about the jet crash and the fact they've confirmed Teague is dead. At Isis Chloe accesses the government files and plays back the black box recording. Clark uses his super hearing and identifies Kara as the one interrogating Teague about Lex. Chloe wonders if Kara could be going berserk like the other Kryptonians but Clark doesn't believe it.
Kara breaks into Lex's manor and uses her x-ray vision to find the vault where he has the control orb hidden. However, when she tries to touch it she's repelled. Clark comes up behind her and asks what she's doing, and she insists that she's protecting him against Teague and the others. He grabs her and superspeeds to the barn where he tries to get some answers and wonders if she's been exposed to red kryptonite. She claims she hasn't and says that in the wrong hands, a controlled Clark could be a danger to the entire world. Clark doesn't believe her and tries to stop her from leaving, but she kicks free and flies away.
Jimmy goes to the Ace O'Clubs for a meeting with Lois and tells her that he overheard a conversation at the
Planet indicating that Lex is simply drilling for oil. He doesn't do it very well and Lois wonders if he's lying, but he manages to convince her that he's telling the truth. She apologizes for her paranoia and leaves.
Lex finds Kara waiting for him and she asks him about Veritas. He denies knowing anything about it but she doesn't believe him. She explains that she and Traveler are from the same planet and Lex realizes for the first time that she does have superpowers. She lights the fireplace with her heat vision to demonstrate and then tells Lex that it's his destiny to defeat the Traveler. When he wonders why she doesn't do it, she explains that only a human can use the orb and he gives in, telling her the Arctic coordinates. He notes that his two teams have been lost but she tells him that she can get him there. When he asks who the Traveler is, she tells him that he should know by now.
Chloe finds Clark at his house considering a lead box of kryptonite. He is plagued with self doubt and asks Chloe to help him use the kryptonite against Chloe.
Lex is at the manor preparing to leave for the Arctic when Jimmy arrives and tells him he gave Lois the bogus information. Lex thanks him... and then tells him to make continuing reports on Lois' activities. Jimmy refuses, saying he's a poor liar and even thought of lying makes him sick. Lex apologizes, thanking him for his integrity, and departs.
Chloe calls Kara from her apartment above the Talon, saying she needs help dealing with Clark. Kara superspeeds there immediately and Chloe tries to use the green kryptonite on her. However, Kara is unaffected and attacks Chloe, turning metallic and revealing that "she" is in fact Brainiac. He drives metal probes into her head to infect her with the nanovirus, but as he does so a golden aura of energy surrounds her, knocking him back and weakening him. He wonders exactly what she is.
Lex departs for the Arctic without Kara, telling his assistant that he doesn't believe he can trust her. He figures that the control orb will be sufficient to protect him.
Clark visits Chloe at the hospital and realizes that Brainiac is responsible as she's infected with the nanovirus as Lana. He figures that Brainiac will be going for a power source.
A weakened Brainiac has sought out a transformer station and starts to recharge himself, but Clark knocks him away then slams him up against a unit. Brainiac says that he's done worse than kill Kara, and that Clark has to kill him to save Chloe and Lana. He boasts that Clark could never bring himself to destroy a human life, but Clark notes that Brainiac isn't a living being and uses a power cable to destroy him for good. However, he's unaware that Kara is trapped in the Phantom Zone, drifting through space.
Clark makes sure that Chloe has recovered then goes to the asylum to see Lana. The nurse tells him that Lana had a full recovery and then checked out, but left a CD for Clark. He takes it back to his home and plays it. On it, Lana says that she has to get away from Clark so that he can fulfill his destiny, as her love is holding him back. As Clark breaks down, Lois arrives and offers him a shoulder to cry on.
An attentive Jimmy brings Chloe home from the hospital. he admits that he's been forced to face the fact that he could lose her, and gets down on his knee to give her an engagement ring that he got out of a gumball machine at the hospital. However, before she can answer government agents break in arrest Chloe while shoving Jimmy to the ground. After they leave, Jimmy goes to the barn and tells Clark what's happened. He reveals that Lex used him to divert Lois' attention from the Arctic, and is now heading there himself.
Lex uses the control orb to enter the Fortress. He approaches a glowing crystal console as Clark arrives. Clark tries to explain but Lex believes that as the Traveler he is a danger to the entire human race, and has been hiding among them for years as a simple farm boy when he is in fact much much more. Lex believes that it is his destiny to save the human race by controlling Clark. He places the orb on the control console and it releases energy. Clark collapses and Lex embraces him, saying that he loves him like a brother but it's time for this to end. The Fortress collapses around them then sinks into the Earth with both of them inside.
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