Plot

Clark hears the voice of his biological mother, Lara, calling for help from Kara's crystal and decides to release her, despite Jor-El's warnings. Lara and Clark reunite and she gives him Jor-El's ring, which contains blue kryptonite. As Clark puts it on, he realizes Zor-El manipulated the whole thing and that blue kryptonite strips him of his powers, enabling Zor-El to take control of the Fortress of Solitude. Meanwhile, Chloe and Lex each discover Lois and Grant have been seeing each other and warn them to stop.

On the Kent Farm at night, Clark is thinking about his mother when Kara comes back from surfing in Coast City with Jimmy. Kara tells him that she'll tell him everything about Lara in the morning and tells him to get some sleep. Clark hears a voice from the farm, and goes to check it out.

In the barn, he finds the voice coming from the blue crystal. He opens the box containing the crystal and hears his mother's voice clearly calling for help. He is suddenly transported to the Fortress of Solitude by the crystal. Jor-El warns him not to insert the crystal into the Fortress but Clark disobeys him saying that he can't turn his back on his mother. He puts the blue crystal into the console and the Fortress glows blue. Suddenly Lara appears, disoriented and mistaking Clark for Jor-El. He tells her that he's Kal-El and she smiles as they hug. Unbeknownst to either of them, a shadowy figure is watching them unseen.

In the morning, Clark takes his mother to the Kent Farm. She says that her last memory is of Krypton exploding around her. Kara comes in and sees Lara. Lara is excited and gives Kara a hug, as Kara realizes that Clark must have had the crystal all along. Lara warns that Zor-El's replicant must be somewhere nearby. But Clark tells her since there are three of them - Clark, Kara, and Lara - they have nothing to fear.

At the Daily Planet, Lois gives Grant Gabriel a photo of a breaking news story. Gabriel isn't impressed by the photo, but after a brief argument they end up kissing. Lois begins to wonder if he just hired her just for her looks, but he shows her an article she wrote on underground fight clubs that convinced him to hire her. They start kissing again, just as Chloe comes up to the door and sees them. Later, Lois sits down at her desk next to Chloe, but Chloe is upset that Lois has decided to date her editor. She sternly warns her that nothing good can come from their relationship and advises Lois to break up with Grant.

In the Kent barn, Zor-El meets Kara and gives her a hug. Kara is upset and tells him that she knows he tried to kill his brother Jor-El. He tells Kara that he has changed for the better, and then orders her to go to the Fortress to wait for him.

Zor-El then goes to LuthorCorp to find the vessel of Jor-El, Lionel Luthor. Zor-El orders Lionel to tell Clark and Lara that he should trust him. When Lionel refuses, Zor-El attacks him and is just about to kill Lionel when Clark shows up and punches him through the window, then Zor-El flies off. As Lionel is taken away by paramedics, he warns Clark about Zor-El's plans.

Clark takes Lara to Queen Tower where she will be safe from Zor-El. Lana arrives and Clark introduces her to his mother and Lara gives Clark Jor-El's blue victory ring. Clark puts it on before going outside where Zor-El confronts him, trying to sway him to his cause. Zor-El tells Clark that Kara told him where he was. Clark doesn't believe it and attacks Zor-El, but quickly realizes that the ring has stripped him of his power. Zor-El throws Clark down and explains that he had set up the blue crystal so that Clark would resurrect Lara, who would give him the ring. Clark can't remove the ring and remains powerless, but Zor-El spares his life on behalf of Lara.

Lara & Lana are drinking tea in the clock tower when Zor-El enters to take Lara to the Fortress, tossing Lana aside. Clark comes to Lana's side and sees that his mother is gone. Clark goes to the Daily Planet to ask Chloe to give him a ride back to his barn so he can confront Zor-El. He tells her that Kara has betrayed him.

At the Luthor Mansion, Lex Luthor is playing pool with Grant. Lex tells him that he needs to stop dating Lois. Grant assures Lex he can keep her in the dark but Lex insists, noting that Gabriel would be nothing without him.

At the Fortress, Kara is waiting and sees that Zor-El has come with Lara. Kara asks her father if he hurt Kal-El. Lara then offers herself, to save her son. Zor-El responds by programming the Fortress console with crystals to create an eclipse, planning to wipe out humanity. Kara tries to stop him by pulling out the blue crystal but she can't; Zor-El tells her that only Clark can pull the crystal out. Back at his barn, Clark cannot get the ring off so he decides to go to the Fortress anyway. As he is about to leave, the sky grows dark as Zor-El's eclipse begins.

Lois meets Grant in his office and tell him they should stop seeing each other. He goes along with it but soon they are kissing again.

Lara finds a Kryptonian dagger in the Fortress and tells Kara that Jor-El always kept one to protect his family. Lara plans on killing Zor-El but Kara decides she wants to do it, figuring that if he caught them he would be less likely to kill his own daughter. Zor-El returns and claims he can't find Clark, but Lara thinks he's lying. Kara attacks Zor-El with the dagger but he easily stops her. Lara tries to help Kara, but Zor-El hits her and starts to choke Kara.

Clark arrives with green kryptonite and uses it to weaken Zor-El. Kara directs him to the blue crystal and Clark leaves Zor-El to stop the eclipse. Lara tells Clark to destroy the crystal, but he doesn't want to lose Lara again. Zor-El manages to knock the green kryptonite away and tries to attack Clark, but Kara attacks him. Lara begs Clark to destroy the crystal and save Kara. She notes that even if he was able to defeat Zor-El without destroying the crystal, he would still have the ring on and be stripped of his powers - preventing him from fulfilling his destiny on Earth. He reluctantly agrees and destroys the crystal by smashing it against the Fortress console. Lara & Zor-El disappear; he looks around for Kara but she is gone too. Kara wakes up on a rainy street in Detroit with no memory of who she is, and is taken in by the kindly owner of a small cafe.

The next day, Clark is in the barn when Lana arrives. Lana tries to comfort Clark but also tells him that she isn't sure if she's good enough for him. Clark reassures her that he believes in her. Lois & Chloe are at the Daily Planet and Lois is telling Chloe about her story that the eclipse was not natural. Gabriel comes in and Lois lets Chloe believe she's broken it off with him.

Lex is talking with his experts about the eclipse when Grant comes in. Grant is upset at Lex for having cameras installed in his office to spy on him. Lex apologizes, and tells them that no one - especially Lionel - can know that Gabriel is actually Julian Luthor, his "long-dead brother" actually given up for adoption.

Clark goes to the Fortress to confront Jor-El, but Jor-El claims that he wasn't responsible for Kara's disappearance. Jor-El is disappointed that Clark hasn't learned his lesson and is still defying his father's instructions. He warns that this defiance can't go without consequences, Clark looks worried as he is bathed in a bright light.