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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.
Seg discovers that Brainiac lives on... in him. Lobo vows to kill Brainiac, and Seg and Adam escape him. On Krypton, Nyssa gives valuable intel to the Resistance, while Lyta meets someone who reminds her of Seg.
Seg reuniteds with Lyta and tries to persuade Zod to turn from his path of conquest. Adam and Kem open up the way for the Rebels to take the Space Elevator Base, while Jax plans mass murder.