Brainiac 5 (Earth 1) - SirJeffCena

**Brainiac 5** was the descendant of Brainiac.

After Brainiac was defeated by Clark Kent and the Legion of Super-Heroes.

The Legion took Brainiac back to the 31st century and reprogrammed him, creating Brainiac 5.

Brainiac 5 became a core member of the Legion, creating the time travelling Legion ring and eventually visiting Clark Kent to show him his past, present, and future.

## History

### Early Life

Based on the work of Dax-Ur, Brainiac was created by Jor-El to help in the war against General Zod and save Krypton. However, General Zod later corrupted its system and used it to wreak havoc and chaos on the planet Krypton. Due to Brainiac's powers, it was virtually unstoppable by Kryptonians and it helped Zor-El destroy the planet's core, which destroyed the planet.

Before the planet got destroyed, Brainiac escaped Krypton, accompanied by Nam-Ek and Aethyr, in the form of a Black ship.

Years later after Krypton's destruction, the Black ships stays motionless in the dark part of the cosmos waiting for a sign and Lana Lang, while being possessed by Isobel, kills Genevieve Teague with the Crystal of Air, which alerts the Black ship, as well as reveals that the Stones of power are on Earth and the ship heads to Earth. Brainiac, once on Earth, assembles his parts and assumes human form, a persona complexion called Milton Fine. On Earth, he desperately tries to find a suitable vessel for Zod to inhabit on Earth, if he can get him out of the Phantom Zone.

### Year Eight

After Clark Kent and the Legion of Super-Heroes removed Brainiac from his host Chloe Sullivan, the Legion brought Brainiac back with them to be reprogrammed.

### Year Ten

After two years, Brainiac reappeared in the past, using time manipulation technology, to freeze time and manipulate the memories of the vengeful guidance counselor who carried strong resentment towards Clark Kent for the years she had to spend speaking with meteor-infected teenagers.

Brainiac appeared before Clark: however Clark did not recognize the new changes about his former foe. Brainiac explained that he was redeemed when Clark and the Legion stopped him two years ago and that they cured him of his corruption.

He atoned for his past to help the Legion and in the future, is known as Braniac 5. Brainiac wanted to take Clark with him through a journey in time for this was the time where everything changes.

Brainiac took Clark to Jonathan Kent's funeral, telling him that this was the defining moment that he began to blame himself. He showed Clark the fight between Jonathan and Lionel, which brought about his death, assuring Clark that it was Jonathan's choice to protect his son and Clark wasn't to blame for his death.

He showed Oliver Queen in his office at LuthorCorp, in the present time watching the media talking about Oliver's exposure. Because of Clark's silence and distance, Oliver was anxious to receive help and comfort for what he had done. Brainiac took Clark to see Lois watching over her from afar, as she was starting to become unsure about his feelings for her.

He told Clark that he must face the present of what is going on in order to grow stronger in the future. When Clark saw Greg Arkin, an old enemy of his, approaching Lois, Brainiac was trying to instruct the lesson but Clark forced himself upon the ring and was transported to the future.

Brainiac managed to find Clark and told him to stop worrying about the past things he has done because as he learned from the future, things will turn out alright. He took him back to present, where Greg revealed that he had been changed by Clark to be a good man, asking Lois to thank Clark for him. Brainiac then reminded Clark on what it means to be a hero and everything that happened and is happening is proof of it. He left Clark in the present at the reunion, bidding him farewell.

## Physical Attributes

Brainiac 5 is a Kryptonian supercomputer whose default or true form is made of microscopic matter called nanites and when they assemble, his form appears as liquid to humans.

Brainiac was given a human-like form by Jor-El on Krypton but the actual complexion of that form remains unknown.

His program structure was uploaded inside the Black Ship, which was eventually turned into Brainiac's hard drive before it was destroyed.

However, although not confirmed, it seems as if his computer form was that of a coelectromagnetic-like triangle symbol with the three atoms on each point, which would explain why he was able to deactivate the internal defense mechanism that protected the planet's core reactor because, as the primordial computer, he would have access to all databases on the planet.

Because he is made up of microscopic parts that aren't limited to a certain visage, he is able to shapeshift into any form, with any color/pigment. Due to this property, he appears as a human named Milton Fine on Earth.

Brainiac's human appearance once he created an extension of himself is around 5'9" with brown hair and eyes. He can also create extensions from his body, such as knives and other stabbing weapons, as well as tendrils that allow him to interface with technology and corrupt nervous systems, allowing him to control a person. Brainiac can also create numerous duplicates of himself by reproducing his microscopic body, creating a number of Brainiac copies.

## Personality

In many ways, Brainiac 5 is driven to atone for the sins of the original corrupted version of Brainiac. The original Brainiac was corrupted and became a tool for evil at the hands of General Zod. Then Clark Kent saved him and enabled him to be reprogrammed for good.

Brainiac 5 was driven to do the same for Clark: to save him from the growing corruption within his heart and prevent him from becoming a tool for evil at the hands of Darkseid. According to Brainiac, that darkness was the past. He also talks about how Clark punishes himself and everyone around him for his past mistakes - along with his fear of the future.

Brainiac may have had a broader directive to protect Clark. He also altered a Smallville High School counselor's mind so that she wouldn't attack Clark Kent at his reunion.

Brainiac 5 retains the same logic that he had when he was Brainiac and seems as cold and indifferent to emotional responses as before. He also has the same dry wit. This prevented Clark from seeing the change in him at first particularly as he was not afraid to show Clark the painful memory of when Jonathan Kent died. In the end however, Clark sees that he is empathetic and was trying to teach Clark that every human being is responsible for his her own choices and that he should not blame himself for the choices of others.

He still has a hint of arrogance to him, telling Clark that he invented time travel and brought the Legion into a new age of heroism (though if the former claim is true, the latter is undoubtedly a well-deserved accolade). He also seems to be able to control and stop time as well merely by thought, no doubt due to his computer-like abilities being directly connected to the Legion Ring. Despite this, Brainiac 5 does not interfere with past, present, or future events leaving fate to its own design, which shows that he respects and has faith in humanity despite being a flawed race.

## Powers & Abilities

Brainiac is the most sophisticated and advanced computer ever built, containing or embedded with vast databanks and stores of knowledge: he seems to possess an almost-infinite knowledge of the universe, including various galaxies, planets, stars, aliens and even humans. Brainiac has demonstrated all Kryptonian powers and abilities apart from super breath, super stamina, and super hearing.

It appears as if his powers are connected to his liquid-based make-up, as he was able to give Lex Luthor Kryptonian powers by injecting him with a vaccine that was laced with his own metals. Because he's a machine and not a living being, he never tires, unlike Kryptonians who have elevated stamina but not unlimited and can, unlike Kryptonians, see through lead. He also was able to identify Bizarro's true nature by mere look, although it is unclear how exactly he succeeded to do that, as Bizarro and Clark are physically identical.

It still remains unclear as to whether he possesses Kryptonian powers naturally or if he simply replicates them, although, on a side note, the moment he arrived on Earth and took on the human form dubbed Milton Fine, he instantly had them. Furthermore, his abilities work independent of Earth's yellow sun as they work by an everlasting energy source, giving superpowers even on the planet Krypton. After draining all the knowledge from his designer Dax-Ur's mind, he upgraded his powers, gaining the power of flight.

Brainiac's main known power source is based around electricity, which he requires to replenish himself when he is running low on power. Initially Brainiac was entirely self-sufficient as he was able to draw on the limitless energy supply of the Black Box however once this energy was absorbed by the Zoner Baern, Brainiac became significantly dependent on electricity. Indeed the multitude of power surges Chloe discovered when scanning the world for him suggests that he must feed on electricity on a very frequent basis. He requires trace metals from living species as well to sustain himself in humanoid form when he is greatly drained of power. However, as Brainiac 5 he seems to regain some kind of a near-unlimited energy source, probably one that was developed in the future.

### Kryptonian-based powers and abilities

Brainiac was crafted with mechanical-like kryptonian capabilities or can replicate them.

* **Super Strength**: Brainiac, as a kryptonian android, possesses super strength more or less on par with kryptonians. However, it was shown that enraged krypronians can overpower him.
* **Super Speed**: Brainiac, as a kryptonian android, possesses super speed more or less on par with kryptonians.
* **Super Stamina|Self-Sufficiency**: As a machine, Brainiac doesn't have a stamina, therefore he can never get tired unless he gets weakened to the point where he must recharge.
* **Super-Dexterity**: Brainiac, as a kryptonian android with a computerized brain, possesses super dexterity at least on par with (and likely superior to) kryptonians.
* **Invulnerability**: Brainiac can't be physically harmed or hurt by humans and is unaffected by hot and cold temperatures, as well as can survive in space, and is immune to all earthly diseases. Brainiac can withstand bullets. He can fight Kryptonians and hold his own. Brainiac could even survive many nuclear explosions. However, full-powered kryptonians can harm and possibly destroy him.
* **Healing Factor**: Brainiac possesses a healing factor when he drains other beings of their trace metals, allowing him to sustain himself. He also uses electricity to heal himself. With the Black Box as energy source and as Brainiac 5 he possess an independent powerful healing factor which seems to be equal in power to the Kryptonian one.
* **Heat Vision**/**Energy Projection:** can emit extreme heat vapors and fire beams from his eyes. He can hurt Kryptonians with this ability. He often uses this ability to kill people who threaten his plans. He melts metal fence with this ability. Being able to achieve energy emissions, he can also shoot waves of energy from his eyes, as demonstrated inside Chloe's body.
* **X-Ray Vision**: Brainiac can see through any type of physical matter, even lead and on a subatomic level.
* **Flight**: Brainiac learned how to properly upgrade himself using the knowledge in his designer Dax-Ur's mind. Upon upgrading, he became capable of flight.

### Machine-based powers and abilities

* **Technology Interface**: As a machine, Brainiac is attuned to sounds and beacon frequencies emitted by shields or other Kryptonian devices. In this ability, he can mentally connect with Kryptonian objects, he also can hear them from far away.
* **Super Intelligence**: As Krypton's primordial computer system, Brainiac possess a very high level of intellect, as he has a vast knowledge storage of aliens, planets, solar systems and galaxies. He showed this when he took over Chloe's brain, granting Chloe the ability to read at high speeds and retain a lot of information at once. Also, according to him, no matter his form or condition, his intellect is not altered: he told Bizarro this.
* **Electronic Manipulation**: Brainiac was able to spread a single computer virus that rapidly spread to every major city on Earth, causing Dark Thursday and was able to spread another computer virus to seize human minds and absorb it through the use of every computer on Earth.
* **Information Absorption**: Brainiac can create tendrils which connect to humans, allowing him to download information from their brains or rather feed on their knowledge.
* **Ageless**: Since Brainiac is a machine and a computer, he is incapable of aging.

### Object-based and inherent control powers

* **Mineral Manipulation**: Brainiac can manipulate minerals, enabling him to change their size, shape, density and mass. He was able to turn an ordinary rock into silver kryptonite, which induced paranoia in Clark Kent. He could also drain trace metals (including zinc, magnesium, or iron) out of humans, ranging from Casey Brock to seven homeless men: this process proved fatal for the humans.
* **Biological Manipulation**: Brainiac can use his tendrils to paralyze and control humans, putting them in a state of constant pain while being completely aware. He could even program instructions into the controlled humans: he programmed Lana to give a verbal message to Clark. He can as well give a part of himself to a host and take control of the living being as he did with Chloe.

### Altering powers

* **Shapeshifting**: Brainiac, because his true form or complexion is liquid-based, can turn his body into any type of matter like weapons, humans, or even animals: Brainiac took on the appearance of a hawk briefly.
* **Replication**: Brainiac can create multiple versions of himself.
* **Possession**: Brainiac can infect a person with nanites that make up his body and after a certain amount of time, he can control that person's mind and body, effectively possessing them.

## Vulnerabilities

Brainiac is extremely resistant to damage, devoid of any Kryptonian weaknesses, but he is still far from being invincible.

As a Krypton-based computer project, Brainiac is completely void of human emotions and tendencies and always operates in a logical style, although he has some sense of humor. Brainiac can be harmed and pierced by Kryptonian objects like fortress daggers and fortress-based crystals and other such objects. He requires high amounts of energies from sources of electricity to maintain his human form dubbed Milton Fine and to operate his abilities. Brainiac can be weakened and get tired, by damaging his Kryptonian inner hard-drive built by Dax-Ur. Brainiac's influence on humans and other organisms seemed to require a physical, tangible form, as well as has been described as being sentient in nature.

It was shown that oracles of Jor-El can destroy Brainiac's body by physical contact, as seen when Lionel Luthor, while hosting Jor-El, destroyed a duplicate of him by touch.

He was also affected by Chloe's healing power, which forced him to refuel by absorbing energy from a power plant. However, he still managed to infect Chloe when he attacked her.

Clark can damage him greatly, Rokk was able to manipulate his inner metals using his mind, Imra entered his mind mentally and Garth was able to, by combining his powers with Rokk's, force him offline and ultimately defeated him by removing his microscopic parts from Chloe's body.

Like many machines, Brainiac is vulnerable to an electromagnetic pulse, though it can only knock him out for a short period of time. If used properly (like in the "techno-exorcism" as Garth put it), his nanite body can be disabled and turned into a concentrated ball of black-and-silver metal.

In his primordial liquid form, Brainiac appeared to possess some level of vulnerability to Kryptonite as is evidenced by the fact that Lex's scientists, working on Project Scion,were able to subdue him with refined Kryptonite. Although it should be noted that once fully operational as Brainiac 2.0 this vulnerability appeared to have been overcome.

## Notes

* Being manufactured by Kryptonians, Brainiac can mimic Kryptonian powers as opposed to having his comic book counterpart's powers, such as telekinesis or the ability to manipulate powerful electric energy from his body. The exception that the Smallville portrayal of Brainiac can spread a computer virus, take control of living beings and corrupt advanced technology are nods to one of his other true abilities in the comics' continuity.
* Brainiac 5 was previously mentioned by Legion of Super-Heroes member, Imra Ardeen. Rokk says that they will try to reprogram Brainiac into something useful and Imra hopes that "Brainiac 5" will be a little more friendly.
* In the season eight finale, Rokk told Clark that Brainiac was "gone". Since this Brainiac is much different than the evil one, this was not exactly a lie.
* The fact Brainiac 5 claims to have created the Legion Flight Rings and their means of time-travel, this brings up an interesting time-paradox, as the Legion members who helped defeat the original Brainiac, already traveled backwards in time with their Legion Rings. This implies that perhaps when they reformed Brainiac into Brainiac 5, they must have used time travel to go back from their "current time" and dropped him off at an earlier point in their history, which would have allowed for him to create the rings.
* Given the fact Brainiac invented the Legion Ring, which were already utilized before Brainiac was cured of his infection, all the events related to the Rings are in part of a causal loop.