This episode was great to see Clark bond with another Kryptonian, Raya, and how Clark was able to learn more about his heritage and culture. It's too bad that Raya was killed off so quickly. I would've like to have seen Raya at least finish out the season. I felt bad that she was killed so soon, and I think that having her last a few more episodes so that we could have gotten to know her better would have been better for not only the show as a whole, but for the character of Clark Kent in Smallville. We get to see more of the story arc of Lex and Lana expanded upon in this episode. I am torn between being intrigued and disappointed. I am intrigued as I watch Lex and Lana move from being in love with each other to starting to lie and outmaneuver each other. But at the same time, I am disappointed in Lana as she stoops to the level of the Luthors. In the past, while Lana did annoy me sometimes, she was always a pure character. A friend who was nice and sweet and while misguided sometimes, always tried to do the right thing. Now, it seems like Lana is being sullied by the Luthors and I am disappointed in Lana and her choices. I'm hoping that she will come to her senses at some point and get away from Lex.

FULL REVIEW:

Fallout starts 6 weeks prior to the current timeline, with two boys playing basketball in Oakland, California. They see something fall from the sky and hit the ground near them. The two boys investigate and one is overtaken by one of the Phantoms from the Phantom Zone. He kills his friend and heads off looking for Kal-El.

Back in Smallville, Clark Kent is visited by an old friend, Raya, who has found her way to him. They spend some time together and Clark gets to know more about Krypton and Jor-El through Raya. Clark begins to feel less alone than he has in all his life. He is happy to have found a fellow Kryptonian, and a pretty one at that.

Lana Lang meets with the scientist that was working on the Kryptonian power source, and he gives her all of the research as well as the power source. He is leaving and getting out while he still can. He tells her that Lex Luthor has already started the testing phase of the project, which Lana didn't know about. Unbeknownst to them, Jimmy Olsen had been taking pictures of the exchange. He later shows up at the Luthor mansion and tries to blackmail Lex into letting him in on what the exchange was about. Jimmy secretly takes a picture of the schematics of the power source while Lex isn't looking. Jimmy is escorted out of the mansion. Lex goes to Lana and confronts her on the meeting. Lex tries to make her feel guilty for not telling him about that, while at the same time he hadn't told her about the military testing.

The Phantom tracks Clark down and confronts him at the barn with Raya. He uses a radiation blast against Clark, but it doesn't hurt him. Raya kicks the Phantom in the face and he escapes to recharge his power. The Phantom goes to the Mansion as he senses the power from the power source. At the mansion, Lex and Lana are arguing and Lana gives the ultimatum that it's either her or the power source. Just then the Phantom bursts in and throws Lex aside, burning him in the act. The Phantom consumes all the power from the power source and it disintegrates into dust, no longer usable. He leaves to then go find Clark and finish him off.

Raya and Clark talk about how Clark needs to go fight the Phantom, but Clark hasn't completed his training from Jor-El, as The Fortress is dead and he can't talk with Jor-El anymore. Raya and Clark go to The Fortress and Raya is able to send out a signal that lets the Phantom know where they are. Raya tells Clark to use the crystal with the S on it to store up the power that the Phantom will use against him. The crystal will absorb the power and will be able to be used to revive The Fortress again.

The Phantom shows up and he fights Clark and Raya, Raya is injured with a radiation blast, while Clark is able to absorb the rest of the energy from the Phantom. The Phantom's essence is destroyed and the boy's body is left behind still alive. Raya's injury is too much for her to overcome and she dies in Clark's arms in The Fortress.

The boy wakes up in the Smallville Hospital and Clark tells him that he found him unconscious and brought him to the hospital. Clark tells him he is in Kansas not California.

Clark and Martha Kent talk about Raya and how for the first time, Clark didn't feel alone and that he really enjoyed spending time with Raya and he is sad she is gone. Clark tells his mother that he will start his training after he finishes destroying the other Phantoms that came through the Phantom Zone portal with him.

At the end of the episode we see The Fortress light up and return to normal.