US Air Date: 27/03/2008

Writers: Kelly Souders & Brian Peterson

Director: James Marshall

Brainiac offers Kara the chance to go back and make things the way they were, but when she refuses he attacks her. Clark joins the fight and Brainiac flies away at super-speed.

Lionel arrives at his office, unaware that Lois and Jimmy have slipped in disguised as workers. They try to get his comments on the death of Patricia Swann, but he refuses to talk to them. They mention Patricia's missing locket, which Lionel secretly has in his possession. Lana is at Isis when the power to her computers flickers. Brainiac appears behind her and drives a mental probe into her brain. Clark and Chloe detect a power surge in Metropolis near the Isis foundation and Clark goes to investigate. Lionel is there, and 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. After Clark leaves, Lionel leaves a note for Lana protesting his innocence and pointing the finger at Lex.

Clark finds Lana but her eyes are silvered over and she doesn't respond. Kara comes in and Lana writes a note in Kryptonian, saying to deliver Kara to the Planet. Kara super-speeds to the Planet and agrees to go with Brainiac – they fly 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. He also warns that Clark is in danger – something terrible is coming.