Kara is attacked by a phantom. Zor-El scares it away, but Kara becomes convinced that if her friends come to save them, they will be destroyed.
Two hours earlier, Nia and Brainy return to The Tower with Kara's blood. They were gone for three days.
J'onn reveals that The Tower can transform into a ship. They use it to project themselves into the Phantom Zone. They hit some turbulence and Prime Phantom escapes.
J'onn and Alex put him back in his cell, but the phantom cut her. J'onn wants to lock her up in a cell before she turns into a phantom, but before he can do so, she puts him in there instead.
Alex's infection draws other phantoms to the ship. Alex plans to leave the ship and lead them away from it.
Ten minutes earlier, the turbulence caused a coolant leak. Lena goes to repair it, but she finds a water alien creature. She tries to radio for help, but no one responds. She finds everyone dead except for Nia.
Lena and Nia get away. Lena tells Nia that the creature reminded her of a Kelpie -- a shapeshifter that drags people underwater from stories her mother used to read to her. Her mother drowned.
The Kelpie kills Nia. Lena realizes she is in a Fear Vision enacted by a phantom.
Ten minutes earlier, Kelly finds Lena, Nia, and Alex possessed by Prime Phantom.
Ten minutes earlier, Nia dreams about Prime Phantom escaping. She finds a thimble in his cell with a cracked symbol of The Tower on it. Brainy wakes Nia up and tells her that the phantom escaped his cell and affected all of them with Fear Visions.
Nia and Brainy go down to the containment unit. The shields of the ship get breached. Nia tries to use her powers to seal the breach, but it doesn't work.
J'onn finds the team all in Fear Visions except for Brainy. Phantoms attack the ship and breach their shields.
J'onn forces Prime Phantom back into his cell and frees everyone from their Fear Visions.
Brainy gets a lock on Kara.
Zor-El frees Kara from her Fear Vision. More phantoms come, but they are destroyed by a yellow sun bomb from The Tower.
Kara and Zor-El get on board and the ship escapes. Nyxly catches a ride with them, unknowingly to the Super Friends.