Clark awakens outside the ruins of the pyramid. Lois is standing overtop of him holding in her hands a Superman costume that had been discovered in Clark's gym bag. At first, Clark worries that his secret identity has been discovered, but within moments he learns that Lois and the rest of Dr. Estevez' archeology team have been taken over by an alien species known as the H'v'ler'ni.

A'x'iar, leader of the H'v'ler'ni has taken root inside of Lois. She explains that the H'v'ler'ni were one of Earth's earliest inhabitants – a species of people who had conquered the planet. But a plague struck some 100,000 years ago, wiping many of them out. While many H'v'ler'ni fled the planet, five hundred remained behind. They removed their conscious minds from their physical forms and deposited it into the giant robotic Host form. Now that the H'v'ler'ni have been re-awakened, they want to find host bodies for the remainder of their species still locked within the Host robot.

The Host robot flies to Metropolis so that it can disseminate the H'v'ler'ni minds among the populace. Superman follows and fights the Host. Superman comes up with a plan and offers himself as a receptacle for the H'v'ler'ni. Recognizing that he is the most powerful mortal on Earth, the disembodied minds within the Host fight each other for the right to take control of Superman. The frenetic mental energy causes the Host robot to short circuit. Lois and the others are freed from the H'v'ler'ni control while the others remain trapped within the Host.