- When Brainiac ends up in a confrontation with Clark after trying to coerce Kara into joining him, he takes it out on Lana.
- Lex becomes obsessed with learning about Veritas, the secret society his father Lionel and the Queen, Teague and Swann families founded to protect a secret called 'the Traveler' in which he sends his assistant to locate a safety deposit box containing information on the Traveler. Meanwhile Lois and Jimmy decide to team up to investigate the murder of Patricia Swann who was connected in some way with the Luthors. Elsewhere, the Kryptonian Brain Interactive Construct (Brainac), aka: professor Milton Fine, makes contact with Kara to offer her a chance to recreate her lost life on Krypton. Brianiac successfully attacks Lana and drains her mind making her his drone to force Clark to turn Kara over to him.—matt-282
- A hawk flies over the Kent Farm while Kara Kent does farm chores. She hears Shelby barking inside the barn and goes to investigate. Brainiac suddenly approaches Kara and talks about what Krypton used to be like. She is surprised that this mysterious visitor knows about her true origins, but she claims she is happy on Earth and wouldn't return to Krypton if she had the option. Just as Brainiac grabs her, saying she has something he needs, Kara's bracelet, Clark Kent super-speeds in and throws Brainiac. Brainiac then flies away.
Inside Clark's house, Clark tells Kara that the Brainiac is not a Kryptonian, but a computer. He tells her about the time Brainiac wanted him to release Zod. Kara suggests that it would be helpful if Clark could fly to defeat Brainiac. At the Daily Planet, Jimmy Olsen and Lois Lane are both looking for stories to report. Lois suddenly receives an e-mail giving details about Patricia Swann's murder. She has been found at the bottom of a lake after being shot.
Lex Luthor's assistant enters his office and tells him that there is no chance that Patricia's locket can be traced to him. When questioned why he only learned of Veritas recently if he had been searching his whole life, Lex explains that he always knew that his father was harboring a secret. Lex has been having flashes of early memories since he was shot in Detroit. In 1989, Lex and Patricia are playing hide-and-seek with Jason Teague and Oliver Queen. Lex overhears a conversation between Lionel Luthor, Robert Queen and Edward Teague from his hiding spot. Lionel accuses Dr. Virgil Swann of hiding something from the rest of the Veritas group. He suggests that they open an envelope that will possibly give the group control of the Traveler, giving them ultimate power. The group agrees not to open the envelope until the Traveler proves to be a threat, and that it will be stored in a safe deposit box in a Zürich bank. Lex sees Robert holding a Key nearly identical to the key he currently possesses. Lex orders his assistant to go to Zürich and find the safe deposit box that the key opens.
Lionel enters his office and passes a pair of maintenance workers, who are revealed to be Lois and Jimmy. They barge into his office and question him about the death of Patricia Swann. Lois accuses him of her murder since he was the last person to speak with her before her death. Jimmy shows Lionel photos of her locket and autopsy photos, showing that the locket was forcibly removed. Lionel refuses to comment on anything and has Lois and Jimmy escorted out. After they leave, he removes another locket from his neck and takes out a key similar to the one Lex now possesses.
Clark stands at the window of his loft, trying to get up the nerve to take off for the first time. Kara arrives to encourage Clark, but Clark stalls, deciding that it would be better if they found Brainiac instead of wasting time trying to fly. The cousins try to think of a way to track him. They infer that he runs on energy since he is a computer. Meanwhile, a power surge occurs at the Isis Foundation and Brainiac confronts Lana Lang. He inserts a metal extension of his hand into her brain. Brainiac smiles in satisfaction while black tears drop from Lana's eyes.
Clark meets Chloe Sullivan at the Daily Planet and tells her about Patricia's murder and how he suspects that Lionel is behind it. Chloe uses her computer to scan the world's power grids to search for unusual surges that might indicate Brainiac's location. She finds surges all over the western hemisphere, with the most recent one being near the Isis Foundation. Clark rushes to Isis and finds Lionel there instead of Lana. Lionel is writing a note to Lana. He desperately tries to talk to Clark while Clark ignores him. Clark then accuses him of Patricia's murder and feels stupid for thinking that he cared about anyone other then himself. Lionel tries to give him the locket, but Clark refuses to accept it and superspeeds away to find Lana. Lionel leaves an urgent message for Lana attached to an envelope.
Clark arrives home and finds Lana standing completely still over the stove, appearing to be cooking. She is unresponsive to his calls and when he turns her around, he sees that her hand is burning and she has cataracts covering her eyes. Kara enters and tells Clark that Brainiac was coming after her at first. Lana, controlled by Brainiac, writes down Kryptonian symbols saying to deliver Kara at the Daily Planet. Kara leaves as Clark continues to tend to Lana.
Lois and Jimmy enter the Isis Foundation to look for Lionel. They find Lana's surveillance room and Lionel's urgent message. Inside the envelope, they find a report on Patricia's suspected assassin, a note from Lionel claiming he's innocent, and a photo of Lex talking to Patricia's assassin.
Lex's assistant has encountered a problem: each safety deposit box at the bank in Zürich requires two keys, and they only have one. Lex takes out a newspaper reporting on the death of the Queens. He has a flashback of himself playing with a Warrior Angel action figure. He spies his father talking to an assistant about the Queens' deaths. The assistant gives Lionel the key, and Lionel says that he just needs Dr. Swann's key. On the phone, he tells someone that the traveler is useless unless he can be controlled. Lionel finds Lex outside his office and tells Lex that they are going to take a helicopter ride to Smallville. Lex tells his assistant that he is close to finding the second key.
On the roof of the Daily Planet, Clark finds Kara waiting for Brainiac and refuses to let her go with him. Kara wants to go, out of concern for Lana's condition. Brainiac flies onto the roof and explains that Lana is aware of her surroundings, but she has absolutely no control over her body and is in great pain. He also tells them that only he can reverse the process, effectively holding Lana hostage. Despite Clark's warning, Kara decides to go with Brainiac in order to save Lana. The two of them fly into space and disappear into a hole before an explosion hits.
Lionel meets Chloe in the Daily Planet and frantically begs her to listen to him. She refuses to believe his innocence of Patricia Swann's murder. When Chloe continues to reject Lionel's pleas, Lionel tells her that since he has been Jor-El's emissary, he has repented his past sins and is innocent. Finally, he kneels before Chloe and desperately tries to warn her that something terrible is coming. Chloe still does not believe him. Clark and Chloe visit Lana in an institution. Clark asks Chloe if she has a lead on Brainiac, but he seems to have disappeared. Clark finally gets to see Lana and tries to get her to respond, but she is completely catatonic until she whispers, "Kal-El". Clark looks hopeful for a moment, but she continues, saying he is too late. Devastated, Clark closes Lana's eyes and begins to cry. Chloe enters the hallway with the two of them at the end, but keeps her distance as she, too, starts to cry.
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