Clark creates a new home; Kryptonians invade Earth; The aftermath of the meteor shower is revealed.

What's up with Clark: Clark watches as the shard of crystal he threw burrows into the arctic snow and grows to become a fortress. When he enters he hears the voice of his biological father Jor-El who tells him he is home. Clark begins to learn at an astonishing rate as he's taught by Jor-El and the fortress. This knowledge is crucial in order to save Earth, Jor-El says.

What's up with Lana: Lana awakens at the edge of a crater. She's hurt, but begins to stumble away when she runs into two imposing Kryptonians. The two have come from a spaceship that's currently at the bottom of the crater. Police surround the two as Lana stumbles away. The Kryptonians attack and lay waste to the police. They're looking for Kal-El (Clark) and head off to find him.

What's up with Lois: Lois arrives at the Kent farm to find Martha near death and Jonathan not faring much better.

What's up with Lex: Lex picks himself up out of the rubble of the cave. He finds the octagonal key just as the two Kryptonians arrive. They take the key and after deciding Lex isn't Kal-El, they super speed away.

What's up with Chloe: Chloe finds herself in a field of snow. She calls Clark's name as she gazes upon the new ice fortress. When she enters, she finds Clark "learning" and as she approaches she's attacked by the fortress and falls to the ground freezing. Clark comes out of his learning trance and attends to her. Jor-El tells him he must continue his education in order to save the world. Clark decides to leave to save Chloe, but promises to return before the sun sets. Chloe lets Clark know she knows he has powers and he picks her up and super speeds away.

At a hospital Clark tells Chloe he's not human. She's shocked, but lets him know she thinks he's amazing and she'll never reveal his secret. When they see the damage caused to Smallville on the news, Chloe tells him to go help his parents and Clark super speeds away.

What's up with Lionel: Lana wakes up at Lex's mansion and finds Lionel carving a symbol into the floor. He rants about how the Disciples of Zod must be stopped. Lana forms a plan when she spies the kryptonite in Lex's safe. She's going to try and lure the two new Kryptonians there.

What's up with the Kents: Lois and the Kents are at the hospital when the Disciples of Zod break in and demand to know where Kal-El is. Just as they're about to dispense of Lois, Lana enters and tells them she'll take them to him.

How it ends: Lana's trap almost works, but the Zods are able to get out of Lex's safe just in time. They knock Lana out for her treachery. Clark talks to Lex and Lois and finds out where the Zods are. When he arrives he finds out the two are the last survivors of Krypton and they want Clark to join them in making Earth their new utopia. He refuses and they attack. They open a portal and try to force Clark in, but he's able to knock them in instead and they become locked in a flat square which launches itself out the window. Clark checks on Lana and realizes he's bleeding, something he's never done before.

When his parents return to the farm, Clark tells him because he didn't make it back to the fortress in time Jor-El took his powers... He's human! Meanwhile, in at the hospital up north Lex comes to take Chloe home, how did he know she was there? Lana is in the hospital too, reading a paper that has a story about Jason and his mother's death. There's a drawn in arrow pointing to it with the words "YOU OWE ME ONE," and the initial "L." Lana hides the paper with Clark comes in. Lana and Clark reaffirm their love for each other and kiss.

The spaceship in the crater is gone and is being stowed at LuthorCorp with a sinister new character inspecting it.