Brainiac (guest star James Marsters) unleashes a deadly virus, which will kill millions of people, and refuses to give Clark (Tom Welling) the vaccine unless he agrees to release General Zod. Clark turns to Lionel (John Glover), who once again channels Jor-El. Meanwhile, Lex (Michael Rosenbaum) is stunned by his newfound powers and shares the discovery with Lana (Kristin Kreuk), who decides to stand by her new man, unaware of the shocking turn Lex's life is about to take due to Brainiac's evil machinations.