What's up with Martha Kent: Martha comes home from a grocery-shopping trip with Lois only to collapse in the driveway of her home. Clark hears the loud boom and sees a bright light from outside. He rushes to the front of the house, finding his mother in a vulnerable state. Then his mother starts having attacks and weird marks on her face and shoulder. Only Dr. Fine's meteor can calm her down - temporarily. She has only hours to live, according to the professor.

What's up with Clark: Clark asks Chloe to research the weather at the time his mother collapsed. Chloe says there is nothing to report. Clark is now convinced that Jor-El has now come to collect on his promise that someone close to him will die in exchange for when he let Clark live. Clark consults Dr. Fine, since he is also a Kryptonian. He tells Clark that Jor-El was a horrible dictator back on Krypton; Dr. Fine insists that Clark must destroy the Fortress of Solitude to save his mother. Clark pays a visit to Jor-El, asking him to spare his mother of any further harm.

What's up with Jonathan Kent: He is very upset that Clark has consulted Dr. Fine about Martha's illness. He orders Clark to stop talking to him and any other Kryptonians. Only after Dr. Fine helps relieve some of Martha's symptoms does Jonathan soften on the issue.

What's up with Chloe: Lionel comes to Chloe at the Daily Planet with an interesting lead. He believes someone with very strange powers is in their midst… Dr. Milton Fine. He asks Chloe to look into the matter further. She starts following Professor Fine to LuthorCorp's warehouse. However, she can only get in with Lois' help. While Lois distracts security, Chloe sees Professor Fine with the spaceship; some of the liquid metal leaves the ship and goes into him. Before she can see more, she is taken away by security. Luckily, Lois rescues her.

What's up with Lois: Lois is not pleased that Lex is having a photo shoot at the Talon. Lois does not like how Lex is buying his way into office. She then sets out to find all the dirt there is to discover about Lex. After her experience helping Chloe out at the warehouse, though, she is not sure of how she feels about investigative reporting. Chloe convinces her that journalism is where it's at.

At the Fortress of Solitude: Dr. Fine instructs Clark to stick his black crystal, which Chloe saw at the warehouse, into the Fortress. Soon the Fortress begins to collapse. Then Dr. Fine reveals his true self - he was not there to help Clark but to have Clark help him free Zod, who he claims is the one true Kryptonian. The professor subdues Clark with green kryptonite. Chloe enters the Fortress with her key and removes the kryptonite. Clark then removes the black crystal stick, restoring the Fortress in the process. However, Dr. Fine and Clark continue to battle. Clark is victorious. But when Dr. Fine dies, the spaceship in Lex's warehouse disappears too.

Lex firmly believes that Lionel stole the spaceship. Lionel warns Lex that Lex's own legacy will be tarnished if he continues to obsess over such strange things.