Watchtower. Tess realizes that Lois has figured out the plan. "Destroying the crystal was a last resort," she explains. "I didn't want to worry you." That just pisses her off even more. Tess tries to explain that Clark knew the risks but Lois accuses her of betraying the team. Tess tells her she's acting on Clark's orders. Lois looks stunned for a few moments, then gathers herself up and announces she thinks it's a terrible plan. As far as Smallville plans go, it's actually not bad. "There's no way he'd be OK with it," Lois says, although she clearly realizes that's not true. Tess reminds Lois of the last time the Phantoms got out. Clark doesn't want them to hurt anyone else. Lois turns away, takes some deep breaths. Her eyes fill with tears. Tess tries to sympathize with her, but Lois grabs a gun from Tess's desk and aims it at her. Dramatic! Tess looks more resigned than afraid. She says she doesn't want to give up on them, but: "We have a responsibility to not put the world at risk for selfish reasons, which is what you're doing by wanting to see him again." Tess says being with a hero means accepting that hero's sacrifices. Lois disagrees. "Being a hero's wife means never accepting defeat." Tess makes a mental note to find a better hiding place for her gun.

Phantom Zone. Zod's minions bring Oliver into the auxiliary throne room for a little tête-à-tête with Zod. Zod skips right over the small talk and says, "At least here you're on equal footing with Kal-El. Having to work alongside someone with the powers of a god must be so demoralizing." Zod wriggles in his chair again. He should consider getting a cushion for that thing. Oliver's pretty sure of himself and offers to fight Zod to prove it. A delighted Zod dismisses his minions. It's Oliver's anger that has Zod so tickled. He gets up and wanders over to a table. "I've seen what Darkseid is capable of," he says, looking a bit frightened at the memory. He says that after the Kandorians sent him to the Zone, Darkseid found him. (On first watching I missed Zod saying the Kandorians had sent him there. All I remembered was Clark making kind of a big deal about how only an El could open the Zone, which is why I thought he sent them there. Silly me, substituting logic for what actually happened!) Darkseid struck a deal with Zod: get Clark up here and out of his way and Zod could rule over the Phantom Zone. Oliver's thinking that they took care of that whole Darkseid problem. That makes Zod laugh a little. "There are millions -- millions -- on Earth just waiting to surrender to the will of Darkseid, and you, friend, are one of them." He brings Oliver a cup of water. He's a polite host, if nothing else. Oliver looks momentarily doubtful, then accuses Zod of trying to trick him. Zod speaks very qently and sympathetically of Oliver's history of anger, starting with the death of his parents. He should have used more of this quietly insidious charisma on Earth instead of blustering about like a baby throwing a tantrum. Oliver tries to deny that he's been infected, but Zod calls him an agent of Darkseid. "What would Clark think, knowing you were a marked man?" Oliver turns away. He plays out a confession in his thoughts then answers, "He would stand by me." He doesn't sound so sure. Zod works a chisel into that crack, tries to make him turn on Clark. "Inevitably, you'll be cast out of his good graces like I was." He says Oliver could rule the Phantom Zone with him, as his brother. Oliver turns to look at him again. He looks hopeful. Zod says he'd hoped Kal-El would be his brother, but, in stark contrast to what he told Clark earlier, says they had nothing in common. He frees Oliver from his shackles, squeezes his shoulder and advises him to draw power from his dark side. Otherwise, he'll die. Oliver looks very serious.