Clark considers proposing to Lois...again. But their romantic Parisian lunch is interrupted by a baby in a well, which ends up being a doll and a trap for Superman. Lucille and Nell Newtrich acquired red kryptonite from their brother Gene, and hope to make Superman apathetic, as he was when exposed to the substance prior, so they can pull off an armored car robbery. But when they shoot the beam he thinks it's aimed at Lois and being the chivalrous man he is Superman covers Lois, which actually caused his powers to be transferred to her. Scared about what's happening to her, and afraid she will have to wear glasses, Lois goes to Martha and Jonathan for help, and a suit. She becomes Ultra Woman, and the mask doesn't hide her identity from the Newtrich sisters who, especially Lucille who now knows how Lois received the powers and wants them for herself. Clark now battles with live as an ordinary man, and starts to miss it, just as Lois misses her old self as well. Together they must battle their own bodies and the Newtrich sisters and in the end Lois discovers how much  more Clark means to her, if that was even possible.