Having been transported to the Fortress of Solitude, Clark is confronted by Jor-El, who tells him he cannot return to Smallville, instead he must stay and prepare to save the planet. Also, transported to the Fortress, Chloe is unable to handle the sub-zero temperature and collapses, begging Clark to use his powers to save her. Jor-El forbids him to leave, but finally acquiesces, telling Clark he must return before sunset or there will be dire consequences. Meanwhile, Lana is horrified when she sees two Kryptonian aliens emerge from a spaceship discovered in the remnants of the meteor shower. The two aliens destroy what's left of the town searching for Kal-El.

A powerless Clark is trapped in the "Phantom Zone" surrounded by the criminals his father imprisoned there. However, an unexpected ally comes to his aid. Meanwhile, Zod in Lex's body advances his plan to transform Earth into a new Krypton, while using Lana to produce an heir.