Lois finds a video made for her by her mother, Ella Lane (guest star TERI HATCHER), before she died. After watching the tape, Lois makes a drastic decision about her relationship with Clark that takes her to the Fortress, where she comes face to face with Jor-El and Lara. Meanwhile, Tess has a nightmare involving herself as a child and a music box. Upon awakening, she finds the music box in Luthor mansion and sets out to find out who planted it there. Clark accompanies her to an orphanage run by Granny Goodness (guest star CHRISTINE WILLES) who may not have the young girls' best intentions in mind. One of the young women living there, Harriet (guest star LINDSAY HARTLEY), finds Clark snooping around and decides to take matters into her own very sharp hands.