- While Clark is still frozen in the fortress, Bizarro grows closer to Lana, who returns the feelings on just as deep a level, even sharing some badly-needed information with him while he still attempts to carry out his intentions of destroying Clark. Lex's brother, Julian, reveals himself to Lionel in an effort to clear the air between all parties involved.—Moviedude1
- With Clark still imprisoned in the Fortress of Solitude and Kara still missing, 'Bizaro' has taken over Clark's life in Smallville and an unsuspecting Lana as his trophy. Following a lead from Lana, Bizaro makes contact with Milton Fine (aka: Brainiac) to help him seek out a Kryptonian scientist living on Earth who may hold a clue to giving him more power. Jor-El then releases Clark from his imprisonment to stop Bizaro. Meanwhile, Grant reveals his secret to Lionel who then confronts Lex about his secret cloning research.—Anonymous
- It is morning on the Kent Farm, and Lana Lang is waking up in bed next to Bizarro. Bizarro talks about wanting to fly Lana to Paris, but Lana states that she's happy where she is and decides to make "Clark" a special dinner that night. As she gets out of bed and opens the curtains, Bizarro's skin immediately distorts from the sunlight. He jumps into a shady area and gets Lana to close the curtains and rejoin him in bed.
Grant Gabriel enters Lionel Luthor's office to talk about paternity. While Lionel looks through some documents Grant gave him, Grant explains his background and states that Lex Luthor warned him that he could be risking his life by seeing Lionel. However, Lionel doesn't seem to have a problem with Grant, and he decides to get to know him better.
At the Isis Foundation, Lana is going through police reports when Bizarro enters. In her secret surveillance room, she shows him a report on another dead homeless man that has been killed and drained of all trace metals, resembling what happened to Casey Brock. Seven homeless men have been killed in the past two weeks. Bizarro suggests that the Brainiac must be regenerating, and Lana triangulates the attacks to find his possible home base, Suicide Slums.
Several homeless men are crowded around open fires, one of them being Milton Fine, Brainiac's human form. A metallic extension from his finger drains the trace metals from a rat. Bizarro makes a mocking remark to Brainiac and Brainiac immediately recognizes him as the phantom. When asked where Clark is, Bizarro isn't sure, claiming that the Martian Manhunter took him prisoner and when he escaped, Clark was gone.
Bizarro proceeds to ask Brainiac about how he could prevent his skin turning to stone in direct sunlight, but Brainiac does not know. He redirects Bizarro to Dax-Ur, a Kryptonian scientist who came to Earth years ago. Brainiac explains that Dax-Ur, like any traveling Kryptonian, can be found with his beacon. Brainiac watches with a sinister grin on his face as Bizarro leaves to search for Dax-Ur's beacon.
Unable to find the beacon, Bizarro visits Chloe Sullivan at the Daily Planet, where many people are getting fired after Lex's recent acquisition of the place. He asks if he could search the Planet archives to see if anyone recently found the tracking device, but because of the chaotic situation at the Planet, she is swamped with work and asks him to wait. Getting impatient, Bizarro tells her he needs to find a shield, but Chloe realizes he already has one and has completely forgotten about it. Wary, she asks him to go home. Bizarro gets irritated and forcefully grabs her arm, demanding to know where it is. Suspicious that something is wrong with "Clark", Chloe doesn't tell Bizarro anything.
After seeing Grant's name on the LuthorCorp visitor log, Lex calls Lionel to meet him at the Luthor Mansion and warns him to keep his distance from Grant. Lionel states that Lex can't claim Grant as if he were a piece of property, but Lex infers that he knows Grant is a clone of Julian Luthor. Lionel is disgusted by Lex's actions.
Chloe visits Lana at the Kent's house regarding Clark's earlier visit to the Daily Planet and asks her if she's noticed anything weird about Clark. The only difference Lana sees about him is that he's opened up more, and she insists that Chloe doesn't know Clark as well as she thought she did. Chloe maintains that Clark's personality has completely changed. However, Lana just tells her that she needs to let Clark go. At this time, Bizarro returns home, telling Chloe that he and Lana are planning on moving to Paris soon. Chloe is visibly upset and after an awkward silence, she leaves immediately. Lana tells Bizarro about her conversation with Chloe, but Bizarro claims that he didn't forget about the shield; he just can't find it. Lana suggests that he go to the Fortress of Solitude to see if Kara took it there.
In the Fortress, Bizarro calls for Jor-El, who says the phantom is not welcome. Thinking he will find the shield eventually, Bizarro leaves the Fortress and Jor-El releases Clark Kent to go after Bizarro.
Clark super speeds home and hugs Lana, relieved to find her unharmed. Lana is confused about why Clark is saying that he has been gone for weeks. She is in disbelief when Clark explains that it was actually the phantom. She tries to jog his memory, but eventually she realizes that she was in love with Bizarro. Bizarro uses his super hearing to hear Clark tell Lana that he needs to get her out of here.
Bizarro goes to Suicide Slums again, telling Brainiac that Kal-El is back and he needs to die. Since he drains green kryptonite of all its power, Bizarro can't kill Clark himself, so Brainiac agrees to help him kill Clark. He also criticizes Bizarro for falling in love with Lana, but he agrees to let Bizarro go after her once he diverts Clark's attention.
Clark visits Lionel to see if there is any way to defeat Bizarro for good. Lionel suggests that he use blue kryptonite, which will increase Bizarro's power exponentially so that his body won't be able to contain it. To find blue kryptonite, Clark must find Dax-Ur, who came to Earth a century ago and vanished. Not sure how to activate his beacon, Clark has Lionel explain that it is voice activated - he just has to say "Dax-Ur" and the shield will do the rest. After Clark leaves, "Lionel" gets into an elevator and morphs back into Milton Fine.
At the Daily Planet, Clark goes to see Chloe, who is upset about Clark and Lana's move. Clark explains that the "Clark" that visited her earlier was actually the phantom, but Chloe is apprehensive about believing him, especially since he is looking for the same shield the phantom was looking for. By walking into direct sunlight, Clark proves he is not the phantom. Relieved, Chloe hugs him, then reveals she took the shield because of his bizarre behavior earlier. Chloe warns him to be careful, then he activates the beacon which transports him to Dax-Ur's location.
As he is doing this, Brainiac wakes up and listens to the beacon, smiling. Clark finds himself transported to a rural area in Arizona where a man is fixing an antique car. At first, the man claims that he doesn't know who Dax-Ur is, but Clark seems to know that he is Dax-Ur and tosses him the beacon, introducing himself as Kal-El.
As Clark explains how he arrived on Earth, Dax-Ur's son and wife arrive with a bag lunch to share with Dax-Ur, who is now a mechanic. He wears a bracelet of blue kryptonite to remove his abilities so he can live as a human. Dax-Ur shares that he came to Earth as penitence after building Brainiac which he knew could be the destroyer of worlds. Clark is intrigued by Dax-Ur's choice to give up his powers and live as a human with a family, and Dax-Ur states that he has no regrets. Thinking Clark also wants to live as a human for love, Dax-Ur gives Clark blue kryptonite and Clark puts it in his lead box to shield him from the effects of the rock. He then super-speeds to Lana who is being trapped by Bizarro in Queen Tower.
Bizarro throws Clark against a wall and Lana picks up the blue kryptonite. Clark explains that it will destroy the phantom. Bizarro tries to convince Lana that he loves her more than Clark and will devote his life to her, something Clark will never do. Lana confesses her love for Bizarro who has brought her more love during the past month and then puts the blue rock in his hand. The power overwhelms him and as he explodes, he tells Lana that he loved her.
Brainiac walks up to Dax-Ur and tells him that he needs his mind to fix himself. Dax-Ur refuses and tries to take off his blue kryptonite bracelet to restore his powers. Brainiac grabs him and drains his mind of the information he needs.
Lionel and Grant are just finishing a long and enjoyable steak dinner. Suddenly, they are approached by a mugger and even though they surrender their wallets, the mugger shoots Grant three times in the chest and once in the back. The assailant walks away, texting Lex the phrase "job done". Lex is calmly playing pool alone, but then drops his phone and walks onto the balcony during a thunderstorm, screaming in anguish as he is soaked by the rain.
The same thunderstorm is drenching the Kent Farm as Clark looks contemplatively out the window, avoiding Lana's looks. Finally she reaches out tentatively to touch his arm and he looks at her, while she looks at him with imploring eyes. They go to bed together, where Clark stays on his side of the bed as Lana crosses her arms on hers. They do not touch or speak to each other.
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