WARNING: If you don't want to know what happened in this episode, don't read this photo recap! 

Brainiac has finally descended upon Krypton in the (greeny) flesh, and his ship has blocked out the sun over Candor, causing precipitous blizzards and general mayhem. Things are starting to heat up! Slash, cool down.

It's time for a flashback. Remember when Val was sentenced to death and shoved off a precipice into the abyss? Well, before he was, he activated a portal into the Phantom zone, which is a detour out of the spacetime continuum.

That's also where General Zod was condemned to stay after being convicted of sedition. There he met Val, and stole from him the device that allows one to cross between dimensions. And that's how he got here. But irony never fails to surprise: and now General Zod suggests reactivating the portal into the Phantom Zone to retrieve the real Val, and bring him back to help them all defeat Brainiac.

Well, why not. Light it up!

It works! The real Val (read: not a projection) returns! Except he comes with not such great tidings. Val regretfully tells our heroes that there's no way to stop Brainiac. Inside the Phantom Zone, Val saw all possible futures, and they all end in Krypton's destruction at his hands. And furthermore, the future in which Doomsday is used as a proxy to fight Brainiac ends in the most cataclysmic of ways. Womp womp!

Meanwhile, Brainiac is making strides with his seige of Candor. His ship is rooting itself to the city like a circus tent. The show on the bill? Complete takeover.

This is what one of Brainiac's acquired cities looks like from afar. Like a ship in a bottle, all is still inside, including the people whose energy and brainpower he's sucked up.

Dev and Lyta have returned to the Sagittari barracks to recruit soldiers for a counterstrike. They're all ready to throw in the towel, so Lyta makes an example of the cowardly interim captain, and knocks him out with one punch. The rest of them suddenly change their minds.

En route to Kandor City, General Zod gives Seg a peep into his plan: sacrifice Val to Brainiac in exchange for leaving the city. Val has seen many futures, and this knowledge could be very valuable to Brainiac. Seg's going to have to think about this one.

While the Sagitarri sacrifice their lives distracting Brainiac, Seg and General Zod lead innocent civilians out of Kandor and into the underground tunnels. It's a plan that won't save everyone, but enough.

Back in the Guild, Nyssa has returned to retrieve her and Seg's child when she runs into Jax-Ur. Jax is ready to smoke her out as one of the last remaining aristocrats of Kandor when Nyssa reveals her own naivete, and Jax educates her on her childhood. Nyssa's mother was killed in a skinner crash... and so was Nyssa. Her consciousness was implanted in another body, along with some memories, and voila. Jax-Ur's scientific work could have been used to cure disease and heal sickness, but instead it was co-opted by Daron and used in his vast cloning enterprise.

General Zod approaches Brainiac with his offer, and Brainiac doesn't turn him into a pile of mush, surprisingly, but sincerely considers the deal.

And Kandor, you could say, is in a state of arrested development. Brainiac has completed the dome over the city, and frozen all its people inside.

Brainiac, led by General Zod, has descended upon the Fortress of Solitude in order to acquire Val's knowledge. If that happens, Val cautions, Brainiac will be able to take over the known universe. So Seg must kill his grandfather.

Only that wasn't Seg's grandfather — it was the hologram! Brainiac took the bait! And he walked onto the platform just as Seg planned.

The booby trap sucks Brainiac up into the phantom zone... along with Seg!

Road trip!

This releases Kandor of Brainiac's hold, and people can start walking around again. It's a Krypton miracle!

Before Val can use the computer to retrieve Seg from the phantom zone, General Zod destroys it with his gun.

And one month later, General Zod has become commander in chief of Krypton. Would you look at that. He's ramping up surveillance and marshall law to secure his rule. Let's see how this goes...