The Fortress of Brainitude. Davis, sans shirt, is lying on an ice platform. He has blood on his right hand. He awakes suddenly with a sputtering gasp. Wow, even in soft focus, that nipple is hard as a rock. Try not to cut any glass with that, dude. Davis turns to his left and sees Chloe standing there in her wedding dress. It's bloodied along the left side of her torso, mirroring Clark's recent axe wound. Davis, still wearing pants at least, gets to his feet and rushes to see if she's all right. She steps forward into the light. Her face is ashen and her eyes are dark circles. Her lips are faded, almost light purple. "I'm just about perfect," she says, coldly. Davis comes closer to see what's wrong. She suddenly grabs his chin and turns his face this way and that. "You appear undamaged," she tells him. Davis asks what happened. "Chloe ceased to exist the minute she entered this Fortress," Brainiac-within-Chloe answers. She says she's the Brain Interactive Construct. Davis is like, "Ah. That's nice. Can I have my chin back?" Davis tries to connect with Chloe by saying his name. "You're not Davis Bloome," she scoffs, "you're not even human." Davis looks stricken. Chloiac comes down from her platform and steps forward, making Davis walk backward. She informs him that he was hatched by Kryptonian geneticists, who made him so he'd adapt to any world. She says that his painful transformations were just part of his eventual metamorphosis. So why does he keep going back to being Davis, then? Why the werewolf act? Davis tries not to believe it. Chloiac admits it's a little sad, from a human perspective. She gets right up in his face, teasing him with her lips. She mentions his romantic attraction. Davis tries to reach the Chloe inside. Chloiac disregards his feelings. She says the romance was just a program to get Davis to her. Waddling in the dress, Chloiac says it's time for Davis to incubate in his Kryptonian chrysalis. As the camera cranes down on her little monologue, Chloiac says that he won't feel pain or doubt anymore. Just rage and power. Neat! Davis tells her to stay the Hell away. We can see he's got some blood smeared on his stomach. He turns and Chloiac is right there behind him, having super-speeded over. She says he's part of the plan. He needs to get rid of the other Kryptonian and then the rest of the planet. Davis says he's not going to hurt anyone. "You have no free will," she says. After 12 days in the cocoon, she tells Davis, he'll become what he's really meant for. "Doomsday," she says, darkly. His eyes widen. Oh shit! That doesn't sound like a positive makeover!