Lana is going over the wreckage inside the Kent barn left by the mysterious creature who abducted Chloe. Clark arrives to inform her he can’t find Chloe or the creature. He explains that the creature was a Kryptonian “ultimate destroyer” that Jor-El warned him about. Lana insists on going to the Isis Foundation to see if Chloe’s files hold anything of use. Clark doesn’t want to get her involved but she insists that Chloe needs both of them to do whatever they can.
After Lana leaves, a glowing light appears up in the loft and an armored figure wielding a halberd-axe steps out of the glow. Clark confronts the man, who attacks him with the axe and manages to cut Clark’s super-hard skin. The attacker knocks Clark to the floor and prepares to deliver the final blow, but a dark-haired teenager magnetically pulls the axe out of the figure’s hand. A girl in red telepathically immobilizes the man and a third boy fires a bolt of lightning from his hands, knocking the man out. The first teenager removes a ring with a “L” insignia on it from the axe-wielder’s hand and he disappears. The teenagers say it’s a honor to meet Kal-El, a legend in their time: the 31st century.
The three teenagers are members of the Legion: Rokk, Imra, and Garth. Garth is starstruck in the presence of the legendary Kal-El, and Rokk warns him not to give away too much of the future. However, they say that they are his friends in the future. Rook says they came back to help Clark against the armored figure, the Persuader, who is part of a Human Supremacist Movement that despises all aliens. The Persuader stole a Legion ring and then broke into the Time Institute to come back and kill Kal-El. Rokk explains that the Supremacists hate Kal-El as an alien, and that in his future, Clark will help teach the people of Earth to accept aliens. Imra explains that despite their humanoid appearance, the three of them are from alien planets. As the Legion prepares to leave, Rokk sees a Phantom Zone crystal and recognizes it from historical records as the device used to remove Brainiac from a human. Since it has been destroyed, they realize that Brainiac has not.
In the Fortress in the Arctic, Chloe is watching Davis. He tries to talk to her but discovers that she’s been taken over by the Kryptonian Brain Artificial Construct. “Chloe” explains that Davis isn’t human and that he was created by Kryptonian geneticists to arrive on a planet and then adapt to become the supreme life form and destroy all others. He no longer has need of his human form, and must incubate for 12 days to enter his final stage of evolution. Once that occurs, there will be no “Davis” camouflage left: only rage and power. Davis insists he won’t hurt anyone but Chloe/Brainiac tells him he has no choice.
At the Kent barn, Clark says that he already defeated Brainiac. The Legion knows from their historical records that today is the day that Clark defeats the Brain construct. Clark concludes that Brainiac has possessed Chloe and tells them to go back to the future. The Legion says they have no choice but to stop Brainiac, or their future will end. However, with the crystal destroyed that the only way to defeat Brainiac is to kill his host, and Imra learns Chloe’s name by reading Clark’s mind.
Clark runs away at superspeed and the Legion uses their rings to fly, pursuing him. They corner him by a railroad track and Clark says that he refuses to kill his friend. He believes that Jor-El at the Arctic fortress can help. Rokk warns that while the historical records tell of Lana, Lois, and Jimmy, there’s no record of a Chloe Sullivan. Garth believes that means that Chloe didn’t survive Brainiac’s possession. Clark leaves them and Garth notes that this Clark seems completely different from the one they know.
Imra goes to talk to Lana at the Isis Foundation and tells her what’s happened and who she is. She wants Lana to convince Clark to kill Chloe. Lana refuses and Imra is surprised. She explains that Lana has an amazing history ahead of her and understands sacrifice because of all she’s sacrificed. Imra also knows what Lana plans to do next, and says that she’ll soon realize that Chloe must be killed to save the Earth.
Rokk and Garth go to Chloe’s apartment to learn more about her. They find her notes on the Isis Foundation and all of the meteor freaks, and wonder if her death may be what inspires Clark to finally fly.
Clark arrives at the Fortress and Chloe/Brainiac informs him that “Jor-El” is finally dead for good. It has all of Jor-El’s information and plans to absorb the knowledge of everyone on Earth before turning Doomsday loose to destroy what remains. Chloe/Brainiac dares Clark to kill it, knowing Clark won’t be able to kill his friend. When Clark refuses, Chloe/Brainiac throws him across the chamber and departs. Clark follows, unaware that Davis is locked into a nearby crystalline chrysalis.
Back together, the Legion tries to figure out what they should do. Garth favors killing Chloe themselves.
Clark goes to Isis after an unsuccessful search for Chloe/Brainiac. Lana is busy searching for power surges and tells Clark what Imra said. Clark doubts himself, wondering if he’s letting his friendship with Chloe stand in the way of duty. Lana tells him that the Clark she knew would never doubt himself.
Chloe/Brainiac goes to the Daily Planet
and tapes into the computers. It projects a pattern that entrances the minds of everyone near a computer. Lana detects the resulting power surge and its location, but the pattern appears on her screen and she becomes entranced.
The Legionnaires track Chloe/Brainiac to the Daily Planet
and Imra tries a telepathic assault. Chloe/Brainiac repels it with machine-code static and moves to kill her, but Garth and Rokk combine their powers to deactivate Chloe/Brainiac with an electro-magnetic pulse. Imra warns Chloe/Brainiac will quickly recover and they don’t have much time. Chloe/Brainiac is using the computers to download knowledge from everyone caught in the entrancement program. Garth prepares to prove himself and stab Chloe to end the menace, but can’t bring himself to do it. Rokk, understanding, takes the letter opener and prepares to deliver the fatal blow. Clark arrives and stops him, and asks them to believe in him and his principles. Imra scans Chloe and detects a faint trace of her own personality.
The four heroes take Chloe to the Kent barn and Clark lays out his plan to save Chloe. Imra telepathically connects Clark with Chloe to reassure her. Rokk uses his magnetic powers to remove the extracts, and Garth shorts them out with a burst of electricity. Chloe/Brainiac reactivates and they use their powers.
Davis wakes up in the Arctic.
Everyone caught in Chloe/Brainiac knowledge drain are restored to normal.
Chloe wakes up, back to normal. Rokk compresses the Brainiac nanites into a small black ball.
Later, Clark visits Chloe at her apartment as she packs for a trip to Star City to check on the injured Jimmy. They wonder what happened to Doomsday once Brainiac was defeated, but note that he hasn’t shown up yet. Clark tentatively brings up his secret and Chloe freely admits that she knows about his secret: Jor-El’s memory alterations were reversed by Brainiac’s possession. Chloe thanks Clark for not giving up on her, but says if he ever has to choose again, he has to protect the Earth. Clark insists that as long as he’s there for her, he’ll never have to make that choice.
The Legion members are at the Kent farm and Rokk and Garth are helping Clark repair the barn. Imra meets with Lana outside and says that they were the ones who didn’t believe in Clark and his principles, but Kal-El never gave up on them. Lana asks about the future for her and Clark but Imra says they’ll have to discover it on their own. She reassures Lana that she’ll have a great destiny of her own.
In the barn, Garth has found the first baseball that Clark ever hit and asks for a souvenir. Imra arrives and they prepare to return to their own time. Rokk promises that they’ll remember Clark and what he did, and make a code against killing their first law in the Legion. The Legionnaires give Clark one of their rings and say that he can use it to visit them in the 31st century whenever he wishes. Clark says he doesn’t plan to go time travelling anytime soon. As they prepare to leave with Brainiac, Rokk warns Clark to be careful and then the heroes disappear.
Lana finds Clark examining the ring and says that Clark will be a legend in the future. Clark worries that he may not be able to live up to the legend. Lana assures him that he will, but in his own way and in his own time. It doesn’t matter what they’ve been told of the future: they need to make their own destinies.
In the Arctic, the transformed Davis bursts free of his chrysalis. He is now… Doomsday. Share this article with your friends