Zod tightens his grip on Krypton with Lyta's help. Adam returns to Krypton and is then forced to teleport away to where Seg and Brainiac have escaped from the Phantom Zone.

Seg and Adam try to remove Brainiac from Seg's consciousness, but Lobo has other plans. Nyssa meets an old lover, and Lyta tells Zod to let her prove she's the woman that he knew as his mother.