Plot

A meteor shower bursts from the heavens, raining destruction on the unsuspecting citizens of Smallville, Kansas.

Together with the meteor shower, two evil super powerful Kryptonians beings, Aethyr and Nam-Ek, arrive in Smallville from a black spaceship looking for Kal-El. Clark Kent is transported with Chloe from the Kawatche caves to the Artic and the Fortress of Solitude is built in the ice from the fully formed Knowledge Crystal. The spirit of Jor-El begins to educate Clark, but when he sees Chloe needing help, Clark stops the class and promises Jor-El to return until the sunset. Chloe discloses to Clark that she knows his secret. Back in Smallville, Lois helps Jonathan to rescue the severely injured Martha from the debris of their house in which Jason Teague was apparently killed by the blast. Lana lures Aethyr and Nam-Ek to the Luther mansion to try to stop them, and Clark arrives just in time to save Lana and trap the Kryptonian criminals in the so-called Phantom Zone, but Jor-El removes his abilities to punish Kal-El for not committing with his promise. Also, the comatose Lionel Luther appears to have been possessed by the essence of Jor-El, and another being secretly emerges from the black Kryptonian spaceship...—Claudio Carvalho, Rio de Janeiro, Brazil

From underneath the ice appears the Fortress of Solitude. Inside, Clark's Kryptonian education begins. However, when Chloe - who was transported along with Clark to the ice cap - turns up in the Fortress of Solitude, Jor-El gives Clark a choice: save Chloe or continue his education, giving him the potential to save countless numbers of lives. Back in Smallville, the two Kryptonians criminals, named Aethyr and Nam-Ek, emerge from the spaceship that crash landed in the meteorite shower. They cut a murderous rampage across the town as they look for Kal-El, hoping he will join them in turning Earth in to a Kryptonian utopia.—Shiro

Clark throws the newly formed Crystal of Knowledge into the snow, creating the Fortress of Solitude. When Clark enters, he is greeted by the voice of Jor-El. Jor-El tells him that the Fortress is a replication of Krypton's geography so that he can begin his training in order to save the world.

However, Chloe was also transported to the Arctic, and followed Clark into the Fortress. As she comes near the simulation Clark is in, a localized blizzard attacks her. Unable to withstand the extreme cold, she calls for Clark's help as she collapses. Jor-El insists that he must continue his training, but Clark refuses to let Chloe die. He makes a deal with Jor-El. He is allowed to save Chloe, but he must return before the sun sets or there will be grave consequences. Shivering heavily and nearly incoherent, Chloe stammers that she knows he is faster than a speeding bullet and he carries her off in super speed.

Lana sees two Kryptonians come out of the spaceship. They blast all the police cars around them with heat vision.

Lex wakes up in the cave and finds the key in the Inner Chamber of the Caves. The Disciples super-speed into the cave and take the key from Lex, saying they are searching for Kal-El. When they determine that he is not Kal-El because Lex bleeds, they leave abruptly.

Speeding back into town in his car, Lex almost hits Lana, who is wandering around dazed in the middle of the road. She tells Lex that she saw a spaceship and he tells her that she is delusional, and she faints. He sends Lana back to the Luthor mansion, locates the ship, and stores it in Warehouse 15.

Clark takes Chloe to a hospital in the Yukon, where she reveals that she's known about his powers since last year, but was waiting for him to tell her himself. Clark tells her that he's from another planet and Chloe promises that she will never tell his secret. While watching a news broadcast, Clark realizes his parents did not evacuate. Chloe says they need him more than she does and he rushes back to Smallville to help them.

At the mansion, Lana awakens to see Lionel Luthor carving a Kryptonian symbol into the hardwood floor. He tells her that green kryptonite is the Kryptonians' only weakness.

Lois goes back to the Kent house and finds it badly damaged. She helps Jonathan locate Martha under the rubble and takes the Kents to the hospital. When Aethyr and Nam-Ek show up at the hospital looking for Kal-El, Lois confronts them, and they choke her and throw Jonathan across a room.

Lana appears and lures the Kryptonians to the mansion, saying she knows where Kal-El is. She tries to trick them into entering Lex's vault full of kryptonite-rock artifacts, but Nam-Ek manages to stagger away from the vault and regain his strength, long enough to replace the lead-lined door. The two recover and throw Lana across the room.

Clark arrives at the mansion and they ask him to join them. When he refuses, Aethyr throws a wrist ring off her arm to form the Phantom Zone vortex to trap Clark in it. However, Clark strongly resists; they fight briefly and Clark manages to trap them instead. The vortex forms into a giant shard of crystal and flies out of the window and into space. As the sun sets, Clark has the choice of taking Lana to the hospital or returning to the Fortress as he promised. He stays with Lana and his abilities are instantly lost.

Lex shows up at the hospital in the Yukon to take Chloe back to Smallville, but also to find out what happened in the caves. She first thinks it is Clark, raising Lex's suspicions.

Clark goes to visit Lana in the hospital. She is reading a newspaper article detailing the "accidental deaths" of Jason Teague and his mother. Attached is a note from Lex stating that she "owes him". Clark asks her if she meant it when she said she loved him. She says yes and they decide to renew their past relationship. Clark tells his parents that he is fine with losing his powers and will enjoy being a 'human', but Martha and Jonathan are skeptical.

Lex checks on the progress of the investigation of the ship in the warehouse. A black ooze drips out of the ship, taking the form of Milton Fine.