What's up with Lex: A bright light outside awakens Lex, who is sleeping in his office with Lana by his side. Suddenly in a manic state, he gets up and holds his head as if he has a massive headache. He rushes out of the mansion and into a field. Lana chases after him and is desperate to know what's happening to him. Lex's head is spinning, and explosions erupt everywhere. A shadow descends upon Lex and Lana. It is the shadow of the black ship, the same ship that Lana saw during the meteor shower. Dr. Fine appears and tells Lana that he is preparing Lex. Lana doesn't know what that means. Lex is zapped with a large beam of light and taken away. Dr. Fine disappears as well. A letter Z for Zod is branded into the field.

What's up with Lionel: Lionel stops by the Kents' just as Lois is dealing with the cancellation of Martha's and her flight to Washington, D.C. for an education conference. Lionel offers to lend them his private plane, clearly another attempt to woo Martha. Martha first resists, then accepts his offer. Lionel then has to help out another Kent - Clark, who has been warned that General Zod, who destroyed Krypton, is coming to destroy Earth.

What's up with Clark: Clark learns that Dr. Fine is releasing Zod, but doesn't know why. He reluctantly visits Jor-El, who explains to him that Dr. Fine and the blackship are one and can only be stopped if Zod is killed. However, Zod is not a physical being and has sought out a vessel. Jor-El instructs Clark to destroy that human vessel to save humanity, no matter who it may be. It appears that vessel is Lex. Clark returns to the barn to retrieve a knife given to him by Jor-El. As he examines it, Lionel enters and wants to know what is going on. Clark shares with Lionel his dilemma. Lionel points out that sometimes you have to kill one person for the greater good of all the people. Clark then tells Lionel that the person he must kill is Lex. Lionel then goes to find Lex.

What's up with Lana: A frantic Lana runs to Chloe at the Daily Planet offices and tells her Lex has been taken by the black ship. Chloe immediately tells Clark, and Clark says he will have to kill Lex. Lana overhears. When Lex returns to his mansion from having an altercation with his father, he tells Lana about his new powers. He even shoots his hand to show he is invincible. Lana says that she will stand by him, and then she tells him about Clark's plan to kill him. When Clark looks for Lana to find out where Lex is, Lana is indignant. Clark tries to reason with her, but she will have none of it. She wants to know how Clark knows about what happened to Lex, but he can't elaborate. In anger, she wonders outloud how she could have ever loved Clark.

What's up with Lois: As Martha and Lois are cruising along in Lionel's private plane, Lois notes how much Lionel is interested in Martha. Martha insists that it's just a friendship. However, Lois speculates that Martha is just worried what Clark will think if Martha and Lionel started a relationship. But Lois soon forgets about that when she notices that they are not in D.C. yet. Then she looks out the window: they are definitely not in Kansas anymore, but they are no where near the East Coast either. The plane has veered off-course.

The showdown: After Clark fails to get any help from Lana, Dr. Fine appears. He tells Clark that he will exploit Clark's weakness for humans until he get what he wants - for Clark to be the vessel, which was the original plan anyway. Clark refuses. Fine then releases a computer virus that will destroy the world's infrastructure. Chloe tells Clark that it's hit Metropolis. Just as he is taking in the enormity of what is happening, a car crashes into the Daily Planet offices. Clark, however, is able to halt it, saving Chloe in the process as well. Before Clark leaves to find Lex, Chloe kisses him because she fears it is the last time she will ever see Clark.

Lex and Clark meet at the barn. They argue before Clark realizes it's Zod, not Lex. Clark is about to kill the vessel with his knife when Dr. Fine taunts him. Then Clark hurls the knife at Dr. Fine. As a result, a bright, powerful red stream of light enters Lex and then Dr. Fine. Lex, now Zod, then commands Clark to join him or the earth will be destroyed. Clark refuses, and soon is held captive in the same prison as Zod previously was.

Martha and Lois' plane loses oxygen. Martha goes unsconcious. Lois tries to get help and attempts to get an oxygen mask before succombing to unconsciousness herself.

People across the world are rioting. Lionel and Chloe are attacked in the streets of Metropolis. Lana fends for herself as she tries to reach the top of the Luthorcorp building, where Lex earlier asked her to meet him. Lana tells Lex, who is now Zod but doesn't know it, that she doesn't know what they have but she wants to find out. Lana and Zod then kiss on top of the building as the world below them turns into chaos.