(Laura Vandervoort) decides to teach Clark (Tom Welling) how to fly in order to strengthen his chances against Brainiac (guest star James Marsters). However, Brainiac seems to have the upper hand against the super cousins, and some of Clark's loved ones are caught in the crossfire. Kristin Kreuk, Michael Rosenbaum, Allison Mack, Erica Durance, Aaron Ashmore and John Glover also star. James Marshall directed the episode written by Brain Peterson & Kelly Souders.