A powerless Clark is trapped in the "Phantom Zone" surrounded by the criminals his father imprisoned there. However, an unexpected ally comes to his aid. Meanwhile, Zod in Lex's body advances his plan to transform Earth into a new Krypton, while using Lana to produce an heir.

After escaping from the Phantom Zone, Raya comes to Smallville to visit Clark. Raya and Clark grow close, and Raya reveals how to repair the Fortress of Solitude. Unfortunately, Baern, another escapee seeks out revenge on Clark and Raya for his time spent in the Zone.