Clark (Tom Welling) learns a Zoner has landed in Seattle and slaughtered the entire crew of a working ship. Upon investigation, Clark comes face to face with a horrifying Phantom (guest star Batista) who sucks the bones out of people.

Meanwhile, a patient (guest star Elias Toufexis) with the ability to morph into different frequencies escapes from LuthorCorps' secret experimental lab and seeks revenge on Lex by imprisoning him in another spatial period where he can see and hear everyone but no one can see him.