After being released from a prison in a laboratory of Luthorcorp's Cyntechnics by sympathetic scientist Dr. Hong, former Metropolis High football player Victor Stone is chased by armed security guards and hit by Lana's truck, without any harm. The car is totally destroyed, Lana wounds her forehead and Victor takes her to a hospital. Lana calls Clark, and he meets Victor, who played football against him in high school and died a year ago in a car crash. Victor explained that he became a living machine as part of the machine project researched by the evil Dr. Allister Krieg sponsored by Luthorcorp. Further, he misses his girlfriend Katherine. Clark promises to help him and visits Lex, who lies and tells Clark that he was not aware of the project. Meanwhile, Martha is blackmailed with a DVD showing Clark on a security camera rescuing the unconscious Lana from the warehouse explosion (from episode 'Lockdown') and Lionel offers to help her find the blackmailer.

The Green Arrow sends out for reinforcements and Bart Allen, a.k.a. Impulse, Arthur Curry (Aquaman) and Victor Stone (Cyborg) return to Smallville to help him take down LuthorCorp's secret lab called 'Project 33.1'. During a break-in at the LuthorCorp facility, Bart is captured and tortured by Lex for information to who hired him. Clark sets off to rescue him but is felled by kryptonite. An alarmed Chloe goes to Oliver for help, and the newly formed "justice league" springs into action to rescue Clark and Bart. Meanwhile, Oliver painfully decides to break up with Lois, feeling that his dedication to justice is more important, but he leaves out that information from her.

Zod unleashes his army upon the world, forcing Chloe to call in reinforcements from old friends. Zod tells Lois he is The Blur and asks her to steal the Book of Rao from Clark. Torn between Clark and The Blur, Lois asks Clark to come clean with her about everything but he refuses. Chloe and Oliver attempt to reconnect Watchtower's satellite system in order to fight the Kandorians but to Chloe's horror, Oliver gets caught on site and disappears. Tess attempts to stop Zod but he leaves her clinging to life. Clark and Zod battle for control of Earth.