As Smallville celebrates its first Harvest Festival since Martha’s passing, Clark is reminded what his mother meant to him and learns a lesson that will help him move past her death. Meanwhile, Lois makes a breakthrough in the investigation of Morgan Edge. Lastly, Kyle tries to reconnect with Lana, but it seems like he might be falling back into his old ways.

Superman's worst nightmare comes to life and Lois confronts Leslie Larr. Meanwhile, Lana, Kyle and Sarah agree to stay to help General Lane.