Superman - Ghost In-The Machine

"**Ghost in the Machine**" is the 14th episode of the second season of *Superman: The Animated Series*, and the 27th of the overall series. It depicts the return of Brainiac to get revenge on Superman. After tricking Lex Luthor into a storage room, Brainiac forces him to build him a new body. After ***Mercy Graves*** finds out about her boss' disappearance, she and Superman seek to save him.

## Plot

A group of military and press personnel attend the unveiling of a new weapons system at ***LexCorp***. As Luthor prepares for his appearance, he reminds ***Mercy*** how vitally important the event is, and she assures him that everything is as prepared.

When he takes the podium, Luthor shocks everyone by casually announcing that two missiles are being fired towards them. He quiets the uproar and unveils his newest weapon: the ***Sky Sentry***, an electromagnetic "cannon" guaranteed to disrupt the guidance system of any incoming missile. As the missiles speed towards the tower, Luthor gives the signal to activate. To his shock, the weapon malfunctions, and Clark is forced to disappear, become Superman, and fly out from the tower to deflect the missiles.

Stone-faced, Luthor orders the Sky Sentry stored in the tower's research lab, and walks out without another word, while Mercy defends him from the clamoring journalists. Once in his private elevator, Luthor collapses with fury and agitation. Mercy tries to soothe him, assuring him that they will find out what happened, but he overrules her, saying he will investigate the failure personally.

As they drive back to the ***Planet***, Clark shares his theory with ***Lois*** that what happened was sabotage, not simple equipment failure as Luthor is much too careful to mess up that badly. Lois, for her part, finds it hard to believe that, though Luthor's enemies are legion, one of them would be crazy enough to antagonize him.

Later that night, Luthor is working alone in his office, when he gets a strange phone call, telling him the incident was indeed sabotage, and his answers can be found in Sector Six of the building. Luthor orders the computer to trace the call, but it does not respond to his command. He goes to the lab alone, and is captured by a large robotic claw, which carries him to a computer screen with an image of Brainiac on it.

Brainiac explains that he downloaded himself into Luthor's computers, allowing him to survive the destruction of his body and his ship. He has built the shell of a new body using small robotic drones from the lab, but to complete the finer work, he needs a pair of human hands, with Luthor's brilliant mind behind them. Luthor refuses, but realizes he is trapped in the lab. He angrily says that it won't be long before someone notices he's missing, but then watches as Brainiac generates a holographic double of him, that tells Mercy he's still on his investigation and is not to be disturbed until further notice. Mercy complies without question.

With no choice, Luthor works on Brainiac's new body for several hours, even days, and his health starts to fail. As he starts to droop in exhaustion, Brainiac threatens him, and Luthor insists that he needs food and rest. Brainiac refuses to let him rest, but one of his drones breaks the window of a vending machine, allowing Luthor to ravenously eat the candy bars inside. Luthor sees his bedraggled reflection in one of the shiny candy bar wrappers and is ashamed by his appearance.

Outside Luthor's office, Clark insists on seeing Luthor, but his secretary refuses. Using his x-ray vision, he looks through the doors and sees Luthor is gone. He works out a way to reveal this to Mercy: he pretends to leave, saying that the *Planet* will be running a story about sabotage at LexCorp, discrediting Luthor in the eyes of his military customers. Mercy asks him to wait and contacts Lex directly, but Brainiac's simulacrum still refuses to see him. Pretending to insist, Clark forces his way into Luthor's office and appears surprised when Luthor is nowhere to be seen. Mercy is genuinely surprised. Ordering Clark to leave, she begins to investigate Luthor's whereabouts. Monitoring this from the lab, Luthor comments that Brainiac is close to being found out, but he retorts that the problems of Clark and Mercy will be "easily eliminated."

That night, Brainiac fires a missile through the window of Clark's apartment. Fortunately, Clark is able to stop the missile, and then fly it out to sea before it the timer reaches zero. The missile explodes over a series of overpasses and Superman is forced to catch the falling sections of road just before they hit a train.

Meanwhile, Mercy checks out some security tapes and learns of Luthor's location, only to be attacked by several robots. Fighting back, she manages to destroy some of them, but she is soon confronted by several more. Fortunately, Superman shows up and between the two of them they manage to destroy all of her attackers. Superman explains that he followed the missile's vapor trial to the building and demands to know where Luthor is. Mercy shows him the tape and insists that she go with Superman to save Luthor. When Superman asks why she's so loyal to him, she explains that she used to be homeless, but Luthor took her in and made her what she is.

Luthor continues to work on Brainiac's new body, but refuses to continue after he learns that Brainiac means to kill him once he's finished. Unfortunately, he has already finished enough of the body for Brainiac to inhabit it and finish it himself. Luthor tries to run, but Brainiac hits him with an apparent non-fatal blast of energy.

Superman and Mercy enter the lab where they find Luthor and Brainiac. More robots attack Superman as Mercy tries to destroy Brainiac, who easily defeats her, immune to her weapon. Superman destroys the robots but is attacked by Brainiac who has upgraded his body with energy weapons that make him powerful enough to fight Superman on an equal footing. Superman is nearly defeated until Mercy notices the Sky Sentry stored in a corner and yells to Superman. Superman flies to the weapon and fires a magnetic blast at Brainiac. Brainiac fires back, but the Sentry's beam overcomes him and magnetizes his body. The magnetic field is so powerful that it begins to tear the room apart, pulling every metal object towards Brainiac with destructive force. While Luthor and Mercy try to escape, a large computer terminal falls on Mercy. She calls to Luthor, but he leaves her behind, and Superman has to save her.

After Brainiac is gone, Luthor has his body retrieved and intends to analyze its advanced technology. Superman objects, saying the military has a right to study the threat in case Brainiac returns, but Luthor smugly reminds him that every single piece of Brainiac's new body came from LexCorp's inventory. Then he excuses himself to attend a charity benefit.

As he arrives at the door to his limousine, Mercy hesitates, but then opens the door for him as usual, still taking his orders in spite of his lack of loyalty to her.

## Continuity

* Brainiac reveals itself within ***LexCorp***'s computers as foreshadowed in "Stolen Memories".
* Lex Luthor experiences a taste of desperation, something he'll experience more of throughout *Justice League* and *Justice League Unlimited*.
* It is implied in "Knight Time" that some of Brainiac's programming remained in LexCorp's computers and transferred into ***Wayne Enterprises***' computers, during the brief partnership between the two companies in "World's Finest."
* Mercy Graves finally addresses Lex's lack of respect for her in the *Justice League* episode "Tabula Rasa".
* This episode turns out to be a pivitol plot point in the DCAU, as in the ***Justice League Unlimited*** episode "Divided We Fall", it is explained that the reason why Brainiac's blast didn't kill Luthor was because he actually implanted microscopic copy of himself into him, allowing him to survive his seeming destruction in "Twilight".
* Brainiac's non-lethal attack on Luthor is finally explained in the ***Justice League Unlimited*** episode "Divided We Fall".

## Background information

### Home video releases

* Superman: The Animated Series, Volume Two (DVD)
* Superman: The Complete Animated Series (DVD)

### Production inconsistencies

* The beginning grossly exaggerates the dimensions of the ***Sidewinder missile***, which is actually closer in size to the missile Brainiac fires through Clark Kent's apartment window.
* Two missiles exploding under the surface would create two distinct (though overlapping) water funnels rather than one big funnel.
* Similarly, three pieces of bridge dropped in the water would leave three distinct waves.
* While flying away with the missile aimed at his apartment, Clark is wearing a shirt with rolled up sleeves and nothing underneath. However, when it detonates, the shirt is blasted away, revealing Superman's costume with full length sleeves.
* While fighting Superman, Brainiac is seen smirking when restraining Superman. This contradicts the fact that he's a living computer and should show no emotion.

### Trivia

* This is the only episode to have such focus on Mercy Graves.
* At the very beginning, during the title screen, the music sounds almost exactly like the theme for Krypton composed by John Williams from *Superman: The Movie*.

## Cast

 Clancy Brown
 Lauri Fraser
 Michael Horse
 Corey Burton

## Quotes

***Lois*:** Whatever it is I'm sure it's going to wind up on all their Christmas lists...

**Luthor:** Let's hope it never comes to that.

**Clark:** Has to be. Luthor's too careful to foul up like that.
**Lois:** But who'd want to destroy Luthor?
*(Clark stares)*
**Lois:** Well, yeah. But who'd be crazy enough to try?

**Luthor:** There's always e-mail.

**Luthor:** You flatter me, Brainiac, but I already have a day job.

**Mercy:** Hey! *(Bars his way)* One more step and it gets ugly.
*(Clark forces his way past Mercy and opens the door)*
**Clark:** What are you trying to pull here? Where's Luthor?
**Mercy:** *(shocked)* He... he was right here! You saw him...
*(Clark goes to Luthor's desk, and picks up a mug)*
**Clark:** This coffee's ice-cold. No one's been here for a while. Well?
**Mercy:** *(uneasy)* I'm afraid you'll have to leave, Mr. Kent, right now.
**Clark:** Do yourself a favor, Miss Graves: call me when your lord and master shows up.

**Brainiac:** A minor problem. Easily eliminated.

**Lois:** Maybe he needed some space. Haven't you ever noticed the way she hovers around him all the time?
**Clark:** But that's her job.
**Lois:** It's no wonder why you're still single, Kent.

*(Luthor starts to leave, but Brainiac's image disappears, and his body rises from the table)*
**Brainiac:** I believe I can take it from here.