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 who may not have the young girls' best intentions in mind. One of the young women finds Clark snooping around and decides to take matters into her own very sharp hands. Meanwhile, Lois finds a video made for her by her mother before she died. After watching the tape, Lois makes a drastic decision about her relationship with Clark that takes her to the Fortress.