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A hawk watches Kara as she works outside at the barn. It flies into the barn and Kara hears Shelby barking. She goes in and spots a figure moving in the shadows, who emerges to reveal itself as Brainiac. He offers her the chance to go back and make things the way they were, but she refuses. When Brainiac attacks her, Clark arrives and throws him outside, and Brainiac flies away at superspeed.

Clark explains to Kara that it's Brainiac they've fought and wonders if he might have been working with Kara's father. Kara doubts it and suggests they take to the skies… together.

Lois is working at the Planet and trying to come up with a story when Jimmy suggests they work together. Lois spots a report on the discovery of Patricia Swann's corpse.

Lex's assistant reports to him that everything is almost ready and Lex admits that his father has been concealing things for years. After he was shot in Detroit, he's been having memory flashes. He thinks back to when he, Patricia Swann, Oliver Queen, and Jason Teague played hide and seek in the manor. Hiding in the closet, Lex overhears Lionel talking with Edward Teague and Robert Queen. Lionel accuses them of working against him. They have an envelope and Lionel notes it contains a secret that will give them ultimate power. The group, Veritas, agreed not to open the envelope unless the Traveled proved a thread. They're interrupted by a sound at the door and when Lionel and Teague go to investigate, young Lex sees Edward Queen holding a key… a key that is in Patricia Swann's locket in the present. Lex directs his assistant to go to Zurich and find the bank it belongs to.

Lionel arrives at his office, unaware that Lois and Jimmy have slipped in disguised as workers. They slip into his office to get his comments on the death of Patricia Swann but he refuses to talk to them until they note that Lionel talked to her on the phone, and her locket was missing in her autopsy photos. Lionel considers the missing locket and then has security usher them out. After they leave he removes his own locket, which contains a key.

At the barn, Kara tries to get Clark to fly but he gives up and insists they spend time trying to track down Brainiac. They conclude that Brainiac is a computer and needs energy.

Lana is at Isis when the power to her computers flickers. Brainiac appears behind her and then drives a mental probe into her brain. He then smiles in satisfaction.

Clark meets Chloe at the Planet after discovering that Patricia Swann is dead. She's been unable to determine any connection between Lex and Veritas, but has been using her connections to track power surges tied to Brainiac. She finds a power surge in Metropolis near the Isis foundation and Clark goes to investigate. Lionel is there leaving a note and tries to get Clark to listen, but Clark accuses him of killing Patricia and the others. Lionel admits that there are things he needs to tell Clark and tries to give him his locket, but Clark refuses to listen. He does say that the receptionist said Lana had a visitor. After Clark leaves, Lionel leaves an envelope for Lana marked "Urgent."

Clark arrives at the farm to find Lana holding a pot of boiling water. Clark pulls her away but Lana doesn't notice the burns on her hand. Her eyes are silvered over and she doesn't respond to him. Kara comes in and Lana responds to her by writing a note in Kryptonian, saying to deliver Kara to the Planet. Kara superspeeds off while Clark is occupied trying to get through to Lana.

Lois and Jimmy break into Isis, having followed Lionel there. They find the envelope and discover a file on Patricia Swann's driver, who has disappeared. There is also a note from Lionel to Lana saying that he's innocent. Finally, there's a photo showing the driver was hired by Lex.

Lex's assistant reports to him saying that the bank is refusing access unless two keys are presented for the high-security deposit box. Lex remembers playing outside his father's office just after the Queens died, and Lionel having a key recovered from the bodies. Lionel then talked to someone and saying they need to control the Traveler. Lionel then took Lex to Smallville, on the day of the meteor shower.

Kara is on the roof the Planet to deliver herself when Clark arrives and tries to persuade her to leave. She refuses and Brainiac arrives, noting he is the only one who can reverse Lana's condition, and only if Kara goes with him. Kara agrees and she and Brainiac both fly off into space and an explosion occurs at their location.

Lionel goes to Chloe to plead his case and insist that he didn't kill Patricia Swann. He claims to be a different man since being chosen by Jor-El as his vessel. Lionel warns that Clark has turned away from Jor-El and now he's in danger, and he begs her to listen, saying something terrible is coming. She ignores him and leaves, going to see Clark at the clinic where he has taken Lana. She is still trapped under Brainiac's conditioning and says he's too late.