Bernard Chisholm, a doctor who died and was brought back to life by the Kandorians so they can experiment on him, escapes and kidnaps some Kandorians in order to prove aliens have invaded Earth. Bernard tries to get Lois to write a story validating his claim, but when Lois refuses, he kidnaps her too. In an effort to save his people, Zod poses as a reporter from the Daily Planet and uncovers Bernard’s secret lab. Clark arrives at the lab just in time to see Zod get shot.

Tess breaks into Watchtower, triggering an elaborate security system that Chloe installed, ultimately trapping the two women inside. Clark realizes Zod has given his soldiers super powers.

Much to Clark's surprise, Martha Kent returns to Smallville with her new boyfriend, Perry White in tow. Lois and Perry realize they are both working on the same story about the Red Queen, and decide to team up, which ultimately puts them in serious danger. Chloe helps Clark search for the Book of Rao, which they believe contains information on how to stop Zod and his army.

When Zod and the Kandorians launch their brutal attack on Earth, Chloe calls in some old friends to join the fight against the aliens. Clark and Zod face off in an epic battle for the control of Earth.