Meanwhile, Lois is thrown into a holding cell, where she comes across a panel with a small hole. Lois notes it is the same shape as the key she has. Inserting it allows the information from Jor-El to appear before her. The key causes the ship's atmosphere to alter towards more suitable conditions for Clark and Lois, and Jor-El gives Lois valuable information for stopping Zod, along with leading her to an escape pod.
As she activates the pod a guard suddenly shoots at her, damaging the pod. The change in the atmosphere allows Clark to break his bonds, and Jor-El appears before him, pointing out that Lois needs to be saved because of the damage to the pod. Clark saves Lois from the pod, but his attention is soon drawn to his mother, who is set upon by Zod and Faora.
Zod goes to the Kent farm, looking for the Codex. Faora finds Clark's pod, but no sign of the Codex. When Zod threatens Martha, Clark races to save her, hitting Zod with such force that the two end up thrown into the heart of downtown Smallville.
Upon recovering, Zod's face-mask malfunctions and his body begins to adapt to the Earthen environment, as he suddenly gains X-Ray vision, and his hearing begins to take in everything at once (just like Clark did when he gained these powers long ago). The effect is debilitating to Zod as his senses overload and he is forced to retreat.
Clark claims that his parents helped him hone his skills to control the sensory overload, but his assurance is thrown aside when a ship recovers the stunned Zod, and Faora and a larger Kryptonian (Nam-Ek) attempt to bring Clark down. Word of the alien presence in Smallville has reached the Army, and Col. Hardy approaches with helicopters and planes.
Hardy claims that all three of the aliens (including Clark) are hostile, and all forms of weaponry are thrown at them. Though Faora and Nam-Ek escape, Clark is able to change Hardy's mind when he saves the Colonel along with several other soldiers. Clark returns to his mother, but also encounters Lois, who explains to him what Jor-El told her on the ship.
Back on his ship, Zod is informed what happened to the Codex. Jor-El had diffused it into Clark's cells, making him the source to create new Kryptonian life. When Zod is informed that Clark does not need to be taken alive to retrieve the Codex, he puts his plan into effect.
Zod separates the World Engine from the Black Zero. As it touches down in the South Indian Ocean, the Black Zero hovers over Metropolis. Using the Phantom Drive, Zod activates the World Engine, which creates a link with the Black Zero through the Earth, beginning the process of terraforming Earth into a planet more like Krypton.
Dr. Emil Hamilton determines that the process is creating a stronger gravitational pull and making the planet more dense. The effect causes massive destruction, flattening cars and shaking skyscrapers apart. The force of the machine also causes objects to repeatedly rise and plummet to Earth.
As Swanwick contemplates what to do, he receives word that Clark (now being called "Superman" by some of the soldiers), has a plan. Using the information that Lois obtained, Clark reasons that if the pod that brought him to Earth is activated by the key he has it will start up the Phantom Drive inside.
If the pod collides with Zod's ship which also has its drive activated, a black hole will warp the Black Zero and it's occupants back into the Phantom Zone. Meanwhile, Zod leaves his ship, and heads for the ship Clark found in the Arctic. On board the ship is a gestation chamber with many unborn Kryptonian fetuses.
The projection of Jor-El speaks to Zod, telling him to halt his operation. Zod refuses to listen to the words of a ghost. and will stop at nothing to revive Krypton and it's people. Zod's key eventually overrides Jor-El's, and the ship now responds to Zod, causing Jor-El's hologram to disappear.
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