Chloe's memories begin to fade one by one until the only person she remembers is Davis. Clark realizes that it is the work of Brainiac that is erasing Chloe's memories and replacing them with Kryptonian code, with the symbol for 'Doom' appearing over and over again. The only way to stop the brain interactive construct from taking over her mind is to rebuild the Fortress of Solitude and ask Jor-El to heal her.
Clark makes a sole provision, that all of Chloe's knowledge about Clark's true identity be removed as her memory is returned. As Jor-El restores her memories, Brainiac leaves Chloe and infects the Fortress, unknown to Clark. With her memories restored, Chloe continues planning her wedding with Jimmy. Davis visits Chloe and confesses his love for her, and that he believes she is marrying the wrong man.
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