Evening at the Kent farm and Clark is looking at the picture of his mother Lara when Kara arrives. Clark reveals that Lana is in Metropolis visiting with her aunt and admits he doesn't know much about his mother. Kara promises to tell him more in the morning and goes to bed. Clark hears a female voice whispering from the barn and finds it coming from the crystal hidden there. The voice asks him to come save her and it teleports him to the Fortress. Jor-El warns that Lara is gone and the crystal is Zor-El's creation and doesn't belong there. Clark still hears the voice and plunges the crystal into the console. There's a flare of light and Lara appears before Clark and the two embrace… unaware that a man is watching from hiding.
The next morning, Clark brings Lara to the farm but she doesn't remember how she was saved from Krypton. Kara shows up and quickly realizes that Clark used the crystal, which he hid from her. Lara warns that Zor-El's replicant must be somewhere nearby but Clark is confident the three of them can stop it.
Lois is trying to sell Gabriel on running her photo of the mayor with his mistress, but Gabriel isn't impressed. They kiss and then she wonders if he hired her because he was attracted to her, and he admits he hired her because of her writing skills. Chloe arrives at the office and finds them making out on the desk. She quickly leaves before they can spot her.
Zor-El arrives to confront Kara in the barn, and he gives her a hug. He claims that he's changed and they can all be together again, and asks her to trust him. She agrees and he tells her to go to the Fortress to wait for him.
Zor-El breaks into Lionel's office and tells him to tell Kara to trust him. When Lionel refuses, Zor-El moves in for the kill but Clark arrives and drives him off. Lionel is taken away in an ambulance but not before warning Clark about Zor-El's plans for Kara. Lois drops in on Chloe, who is furious about their relationship and warns nothing good can come from it. She warns that while she believes it has nothing to do with Lois' employment other people will. Lois isn't concerned but Chloe warns her she needs to break it off.
Clark takes Lara to Oliver Queen's clock tower while Kara stands watch at the farm. Lara doesn't want Clark to endanger himself and she believes she has nothing to worry about from Zor-El. Lana arrives and Clark introduces her to his mother, and Lara gives Clark Jor-El's victory ring. However, when he dons the blue gem ring his eyes briefly glow blue. He goes outside and Zor-El confronts him, trying to sway him to his cause after noting that Kara told him where Clark was. Clark doesn't believe it and attacks him, but is powerless. Zor-El tosses him away and boasts that he knows the blue kryptonite would strip Clark of his powers, and he set up the crystal so that Clark would resurrect Lara, who would give him the ring. Clark can't remove the ring but Zor-El spares him on behalf of Lara.
Lara is having tea with Lana and tells her not to let the darkness within her overpower her goodness. Zor-El arrives to take Lara to the Fortress, tossing Lana aside. Clark arrives just as they fly away. Clark goes to Chloe for help, insisting that he needs to help Lara but that Kara has betrayed him. She agrees to get him to the barn.
Lex is shooting pool with Gabriel and asking him about his involvement with Lois. He warns Gabriel away from Lois, noting she'll eventually figure out the situation. Gabriel 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 present when Lara and Zor-El arrive. The two women band together against Zor-El when he plans to harm Clark, and Lara offers herself. Zor-El responds by blanketing the sun with the Fortress' equipment, planning to wipe out humanity. He offers to protect Clark if Lara agrees to be with him.
Clark is at the barn trying to cut off the ring without success when Chloe arrives with the book that holds the spaceship control key. An eclipse begins, even though the next one isn't for years. Clark realizes Zor-El is responsible.
Lois and Gabriel are at the Planet as the eclipse occurs, and Gabriel demands a meeting with her. She says they need to break up and he goes along with her… until they get to the door and start kissing again.
Lara finds a hidden dagger in the Fortress and prepares to kill Zor-El, but Kara insists on delivering the blow. Zor-El returns and claims he can't find Clark, but Lara thinks it's a trick. Kara attacks Zor-El with the knife but he easily stops her. He shoves away a protesting Lara and starts choking Kara, but Clark arrives with green kryptonite and weakens Zor-El. Kara directs him to the crystal and Clark leaves Zor-El to stop the eclipse. Lara tells him to destroy the crystal even though the resulting explosion may kill her. Zor-El revives and attacks Kara, and Clark destroys the crystal, causing all three of them to disappear and leaving him alone in the Fortress.
Kara wakes up on a rainy street in Detroit… with no memory of who she is.
Later at the barn, Lana tries to comfort Clark but isn't sure if she's good enough fro him. Clark reassures her that he believes in her.
Chloe talks to Lois about the story and tries to claim the eclipse was natural, but Lois doesn't believe it. Gabriel comes in and Lois lets Chloe believe she's broken it off with him.
Lex is talking with his experts about the eclipse and tells them to proceed as planned. Gabriel comes in to tell Lex he's broken off with Lois, but Gabriel reveals all of the bugs that Lex planted on him. Lex apologizes, and tells them that no one can know, especially Lionel, that Gabriel is actual Julian Luther. Lionel gave Julian up for adoption as a baby, and would eliminate him if he knew.
Clark goes to the Fortress to confront the Jor-El program, but it claims that it wasn't responsible for Kara's disappearance. It's disappointed that Clark hasn't learned his lessons and warns that there will be consequences…