At the Kent farm, Bizarro-Clark is watching Lana sleep. Thinking he's Clark, she wakes up and kisses him, and he suggests they go out and see the world. Lana declines and heads off to the Foundation, but promises to make him a special dinner. As she opens the drapes to let in some sunlight, it strikes Bizarro-Clark and causes him to transform into his rock like face. He gets her to close the drapes and come back to bed.
Grant Gabriel arrives to talk to Lionel and show him DNA tests confirming he's Lex's brother Julian. When he challenges Lionel, Lionel says he'd like to get to know him.
Lana is going over police reports at the Foundation when Bizarro-Clark comes in. She says that homeless persons have been turning up dead and she believes it's related to Brainiac. All of the bodies have been drained of their trace metals, the same as the LexCorp technician. Bizarro-Clark figures it's regenerating from the trace metals, and Lana triangulates the attacks to determine a possible central location. He hits the streets in the area, while Brainiac in his Milton Fine form drains a rat of the trace metals necessary. Bizarro-Clark confronts him and they both know who the other is. Bizarro-Clark admits he doesn't know what happened to the real Clark, but figures he's dead. He's come to Brainiac for help avoiding his transformation in sunlight, and Brainiac says there is a Kryptonian who can help years ago. The Kryptonian, Dax-Ur, came to Earth years ago and knows how to fix Bizarro. Brainiac explains each Kryptonian had a personal tracking unit, and if Bizarro finds it he'll find Dax-Ur.
Bizarro-Clark goes to the Daily Planet, where people are being fired by Lex Luthor. He asks her to help him find Dax-Ur, but she says she doesn't have time. He mentions the device and she wonders what happened to the one he found earlier, and she says she'll call him later. Bizarro-Clark realizes she's hiding something and almost harms her, but she refuses to help him.
Lex calls Lionel in and asks about Grant's visit and spar over what each of them do or don't know. Lex quickly realizes Lionel knows and Lionel condemns him for it before stalking off.
At the Kent farm, Lana returns to find Chloe waiting for her. Chloe tells her about her suspicions but Lana doesn't believe it. They're interrupted when Bizarro-Clark arrives and announces that he and Lana are leaving Smallville. Chloe, upset, leaves, and Lana tells him what Chloe said. Bizarro-Clark covers, saying Kara took it and Lana suggests it might be at the Fortress. Bizarro-Clark superspeeds to the Fortress and calls out to Jor-El, who tells him to leave. The Fortress starts to shake, and Jor-El frees Clark from his ice imprisonment to fight the phantom.
Clark returns to Smallville and tries to explain to Lana what happened. Once she accepts it he prepares to get her out, unaware Bizarro is listening. Bizarro goes to Brainiac to get help killing Clark, but Brainiac insists he is better off looking for Dax-Ur. When Bizarro insists on getting Lana, Brainiac offers to provide a distraction.
Clark goes to see Lionel who says it can be destroyed by blue kryptonite, which will boost Bizarro's power exponentially, causing him to explode. Lionel tells him to find Dax-Ur, a geologist who will have blue kryptonite, and that the shield Clark found will lead it to him. Lionel tells him to us sound recognition to use the shield. However, after Clark leaves, "Lionel" reverts into his true form as Brainiac.
Clark goes to see Chloe and explain, but she doesn't trust him until he steps into sunlight. She gives him the shield/tracking device, which she took from the farm. Clark uses it, and Brainiac senses it and knows what's happened. Clark disappears and finds himself at Arizona at a garage. He talks to the mechanic, using the name Dax-Ur, and the man feigns ignorance until Clark gives him the shield and introduces himself as Kal-El. Dax-Ur's human wife and child Grace and Max show up, and he shows Clark the blue kryptonite bracelet he's wearing to live as a human. Dax-Ur explains that he helped create Brainiac and agrees to call Dax-Ur.
Lana is at Oliver Queen's apartment when Bizarro-Clark arrives, but she spots his face in the sunlight and realizes who it is. She goes to get her bag and tries to call Clark, but Bizarro overhears her and insists he would never hurt her. He claims he came to care for her, but Clark arrives and tries to hit him with the blue kryptonite. Bizarro knocks him back while Lana grabs the blue kryptonite. Bizarro insists Clark won't commit to her and she agrees. She takes his hand… and hands him the blue kryptonite. He goes into overload and declares that he loves her, then blows up as Clark protects her with his body.
Dax-Ur is working late at the garage when Brainiac arrives and introduces himself, then stops Dax-Ur from removing his bracelet. He insists Dax-Ur fix him and takes the information directly from his mind.
Lex confronts Grant and fires him because he went to Lionel. Lex insists he's trying to protect Grant but Grant refuses to hear him out and leaves to have dinner with Lionel. After they eat and are walking through the streets, Lionel embraces him as his son. A mugger confronts them, takes Grant's wallet, then shoots him dead. The mugger flees the scene… and calls Lex to confirm that Grant is dead. Lex goes out into the rain and screams to the heavens. At the farm, Lana and Clark go to bed but things are tense between them.