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The spaceship that the Disciples of Zod arrived on holds another dark secret that make this episode memorable.

From within emerges the Brain Inter Active Construct, AKA BRAINIAC!

When they discover that it was the school principal Kwan, Justin takes matters into his own hands and kills him, leading Clark to try to find a way to stop Justin.

Meanwhile, Lex's former nanny, Pamela Jenkins, comes to Smallville to ask Lex to forgive her for abandoning him after his mother's death nearly ten years ago.

Often stealing Clark's powers and then lecturing him on not embracing his heritage, Jor-El was more a pain in the butt than a guiding voice.