Lair of Lex. Lex is putting the 20-Sided Die of Arctic Possibility in a briefcase that has a special little hole dug out for the thing. Aw, Lex is treating it like a pet rock. How cute! Right-Hand Johnny walks into the room with Jimmy. Johnny says the jet is fueled and ready. Lex says to tell the crew that one more passenger is coming. Jimmy asks where he and Lex are going. Lex says Jimmy's not going anywhere. Dude, you brought it up. Douche. Jimmy says he did what Lex asked him to do. He misled Lois. "Well done," Lex tells him. He starts to walk out with the briefcase. Jimmy asks if they're "Wax on/wax off even now." Lex says their arrangement has just begun. He wants regular reports on what Lois is doing. Jimmy doesn't want to spy. He says it's not fair. Lex reminds him that life isn't fair. And if you spend your life watching this show, life's just kicking you in the balls. Jimmy stands in front of Lex and whines that lying's not his thing and that it's eating him up inside. What, is there some sort of tell-tale heart in the floorboards or something? Suck it up, Jimmy! Jeez, man! He says it's making his stomach hurt. "Well, it's never too late to learn a new skill," Lex tells him coolly. It would have been much funnier if Lex had recommended Maalox. Jimmy gets in the way again as Lex tries to walk away. Lex shoots him a dangerous look. Jimmy says he just can't do this. He promises not to reveal Lex's Arctic plans, but says he just can't spy on his friend. Lex looks at Jimmy with disgust, then puts a sarcastic hand on his shoulder. He says he respects Jimmy's integrity. Lex says it took a lot to come and put his cards on the table. Jimmy thanks him. Lex asks Jimmy to step aside so he can catch his plane. "You bet," Jimmy says, "have a great trip Lex!" Jimmy has the misguided notion that he's not totally screwed. Sucker!
The Talon. Chloe is in her apartment, talking on the phone to Kara. She has one hand shoved in a black purse as she paces. She tells Kara that Clark is planning on destroying the Fortress so no one will control him. She says she's at the apartment with him. There's a whoosh and Kara is suddenly in the room. "Where's Clark?" she asks. "He's, uh... right back here," Chloe says. In the pantry! Next to the Cheetos! She starts walking and then, BLAM! She busts out the tiny Kryptonite. It glows green, but that's about it. Back, vampire, back! Kara just smiles at Chloe. Nothing happens. Chloe asks why it's not working. "Check the expiration date?" Kara asks. Chloe tries to explain that they're trying to help Kara, but Kara is just mad that she was lied to about Clark. Chloe tries to run, but Kara is at the door, holding it closed. Her hand starts sprouting black goo. Chloe turns and the black goo has morphed into the shape of Professor Milton SoFine, better known as Brainiac. "Oh, God," Chloe says. Brainiac grabs Chloe's wrist. He says he's impressed. He calls Chloe weak-willed and even worse, a friend of Clark's, and tells her he never thought she'd use Kryptonite against Clark's cousin. Brainiac remembers her. "Always sticking your pretty little head where it doesn't belong," he says creepily. He puts up a finger and it turns into two metallic snakes. They sprout spikes and claw into the sides of Chloe's head. She gasps as they dig in and suck her juicy brain fuels. A third spike appears and burrows in through her forehead. Chloe is suddenly surrounded by bright orange light. She falls on the floor, still bathed by light and dry ice smoke. Brainiac, suddenly sweaty, takes a step back. He's breathing heavily. "What the Hell are you?" he asks. The power of Chloe compels you!