Brainiac

**Brainiac**, short for the **Brain InterActive Construct**, is a Kryptonian artificial intelligence built by scientist Jor-El based on the work of scientist Dax-Ur to aid in the war on Krypton, but was corrupted by Zod and used to assist in the destruction of the planet Krypton.

### Powers

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. [*citation needed*] 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.[7] 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.

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.[8] He has been shown to be able to fight both Clark and Kara but usually ends up getting overwhelmed.
* **Super Speed**: Brainiac, as a kryptonian android, possesses super speed more or less on par with kryptonians.[9]
* **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,[10] and is immune to all earthly diseases.[11] Brainiac can withstand bullets.[12] He can fight Kryptonians and hold his own.[13] Brainiac could even survive many nuclear explosions.[14] However, full-powered kryptonians can harm and possibly destroy him.

* **Heat Vision**/**Energy Projection:** Brainiac 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.[19]

* **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.[20] 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.

* **Technopathy**: Brainiac can mentally control machines and technology. He was able to shut down the computers and power at the Isis Foundation, when he came for Lana. (*Veritas (episode)*)
	+ **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. (*Vessel*, *Persona*, *Legion*)
	+ **Electronic Manipulation**: Brainiac was able to spread a single computer virus that rapidly spread to every major city on Earth, causing Dark Thursday (*Vessel*) and was able to spread another computer virus to seize human minds and absorb it through the use of every computer on Earth. (*Legion*)
* **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. (*Persona*)
	+ **Omnilingualism**: Due to his advanced robotic brain, Fine is able to download all languages on Earth (Hypnotic)
	+ **Telepathic Immunity**: Brainiac’s mind proved too strong and was able to overpower Imra Ardeen’s telepathic powers. (*Legion*)
* **Mental Hacking**: Brainiac can create tendrils which allows him to connect to human minds.
	+ **Information Absorption**: Using these tendrils, he can plug into humans allowing him to download information from their brains or rather feed on their knowledge. (*Persona*)
	+ **Mental Overload**: Brainiac can overload a persons brain by filling it with his vast knowledge, too much for a human mind to handle, causing death.
	+ **Mind Altering**: Brainiac 5 was able to alter the guidance counsellors mind. (*Homecoming*)
* **Ageless**: Since Brainiac is a machine and a computer, he is incapable of aging.
* **Electricity Absorption**: To gain strength Brainiac can absorb electricity however, too much can prove fatal, as Clark was able to completely overload Brainiac with Electricity and destroy him.

* **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. (*Splinter*) He could create a crystal that could destroy the fortress and bring Zod to earth. (*Solitude*)
	+ **Mineral Absorption**: While he reconstituted himself, and shortly afterwards to replenish his strength and sustain his damaged structure, brainiac had to absorb trace metals (including zinc, magnesium, or iron). He could drain these from both humans and animals. This process often proved fatal for these creatures.

* **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. (*Veritas*) He can as well give a part of himself to a host and take control of the living being as he did with Chloe. (*Legion*)
	+ **Infection**: Brainiac was able to create and infect Martha Kent with a Kryptonian virus.

* **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. In Oracle Brainiac was able to take the form of Jonathan Kent to try and fool Clark.
	+ **Weapon Manifestation**: Brainiac can make long blades and knives out of his fingers and hands. He has used them to threat and kill various humans.
* **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.

### Weaknesses

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. (Thirst) (Homecoming) Brainiac can be harmed and pierced by Kryptonian objects like fortress daggers and fortress-based crystals and other such objects. [*citation needed*] He requires high amounts of energies from sources of electricity to maintain his human form dubbed Milton Fine and to operate his abilities[Citation needed]. Brainiac can be weakened and get tired, by damaging his Kryptonian inner hard-drive built by Dax-Ur[Citation needed]. 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. (*Legion*)

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. (*Legion*)

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.

### Origin

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.
Eighteen years later, when the Crystal of Air was stained with the blood of Genevieve Teague, another meteor shower was triggered, notifying Brainiac and the Disciples of Zod to the location of the Stones of Power. They crash-landed in Smallville in the meteor shower.

### Season 5

The Black Ship travels to Earth and lands in a field, releasing two Kryptonians named Nam-Ek and Aethyr. They search for Jor-El's son Kal-El, now known as Clark Kent, so he could release Zod. Aethyr and Nam-Ek offered him the chance to join them and re-create Krypton on Earth with Zod as their leader, but Clark placed them in the Phantom Zone. Brainiac then had to create a humanoid extension of itself and created the persona of Milton Fine, a history professor at Central Kansas A&M. Fine taught Clark at Central Kansas A&M, as well as offered him a job as his research assistant, explaining that he needed help in writing an exposé about LuthorCorp's clandestine activities: Clark later accepted the job in light of his deepening distrust of Lex Luthor.

Fine's access to LuthorCorp allowed him to obtain classified information about its top-secret projects. He learned of Project 1138, the development of a vaccine for a vampiric disease that was caused when cave bats were exposed to kryptonite radiation: Fine used this discovery to cause further friction between Clark and Lex.

Later, Clark was exposed to a piece of silver kryptonite: under its paranoia-inducing effects, he attacked his girlfriend Lana Lang in the Luthor Mansion. Fine appeared and stopped him, exhibiting Kryptonian abilities and removing the splinter from Clark's body, curing him. Before super-speeding away, Fine revealed to Clark that he, like Clark, was a Kryptonian. He later visited Clark in his loft and told him that he was there to help him walk the path of a true Kryptonian and stop what was coming. Fine attempted to plant seeds of doubt in Clark's mind about how untrustworthy and disloyal humans were. As it turned out, he created the silver kryptonite from the metallic substance that composed his body and sent it to Lana so that Clark would be exposed. When Martha Kent was infected with a deadly Kryptonian disease, Clark turned to Fine for help. Fine fed Clark lies about how Jor-El was a ruthless dictator and responsible for destroying Krypton. He retrieved a black crystal from his ship for Clark to use to destroy the Fortress of Solitude and stop Jor-El for good.

Once he and Clark arrived at the Fortress, Fine gave Clark the black crystal and instructed him to insert it into the Fortress' console. After Clark did this and opened a portal to the Phantom Zone, Brainiac subdued Clark with a piece of green kryptonite before revealing his true nature as an artificial intelligence created by Kryptonians and his intent to release Zod from the Phantom Zone.

Brainiac was nearly successful in his plan, but his victory was short-lived when Chloe Sullivan arrived at the Fortress and removed the kryptonite from Clark, who subsequently removed the black crystal from the console, closing the Phantom Zone portal. Brainiac and Clark fought, with Clark sending Brainiac flying into the Fortress' console, impaling him on the crystals. Once Brainiac was defeated, Martha was instantly cured. At the same time, the Black Ship vanished from Warehouse 15.

Months after being defeated by Clark in the Fortress of Solitude, Brainiac managed to survive, still in his human guise as Milton Fine, as well as relocated himself and the Black Ship to Honduras. Knowing Lex was searching for the ship, Fine lured him to Honduras and told Lex that he (Fine) was a government agent for a secret division of the U.S. State Department trying to learn about the new location of the Black Ship and the meteor showers that struck Smallville. He convinced Lex that the beings that arrived in the Black Ship posed a threat to Earth and that he needed LuthorCorp to develop a way to fight back. Later, Brainiac created three duplicates of himself and they all went about collecting samples of deadly viruses. As the four Brainiacs were moving around the world, Lex's Special Ops have seen him in many places:

* One Brainiac was in Honduras for some time, followed by Lex's Red Unit.
* On La Reunion, a small island in the Indian Ocean, two little girls were suffering from the debilitating Chikungunya virus. A Brainiac appeared to them in the middle of night, formed his hand into a syringe and took some blood from them. However, the girls could not prove that he was there, even though there were fresh needle marks on their arms.
* Another Brainiac appeared in Bangladesh, nosing around a Naga tribe that supposedly descended from headhunters. In the middle of the night, he took the Nipah virus, an advanced strain that killed several Bangladeshis in the town. This Brainiac made his way to Thakurgaon, where he took an object that the people there called a "death rock" (really a piece of kryptonite). Brainiac barged into the station, walked up to the evidence cage and stared at the meteor rock. He used his heat vision to burn a hole to get it and absorbed the rock into this own body before disappearing, heading across the border into Northern India.
* Yet another Brainiac was sighted in the Queen Maud Land, while another was spotted in Polynesia when the Dengue Hemorrhagic Fever suddenly occurred.
* Another Brainiac was seen in the Arctic and took blood samples from a frozen woman that was infected with the Spanish Flu virus and one more Brainiac was seen in San Diego, California, in search of victims of a bubonic plague.

Brainiac later returned to Smallville and appeared to Clark and Martha in the form of the recently deceased Jonathan Kent's spirit in an unsuccessful attempt to manipulate Clark into killing Lionel Luthor.

Lex was unaware that Fine himself was the threat and began to work with him on a top-secret project: Project Mercury, a vaccine that would supposedly inoculate millions of people from all known diseases. Fine and Lex worked together for several weeks until the vaccine was ready. However, on the day they were to meet to discuss the finished product, Lex had since been warned of Fine by Lana, who suspected that Fine was evil. Lex questioned Fine's motives and tried to use green kryptonite against him, but it had no effect on Fine. Fine revealed that he was created by Kryptonians and forced Lex to take him to where the viruses were. Upon arriving at the lab, Fine combined the viruses he found all over the world, as well as the vaccine, which he injected into Lex's arm. After destroying the laboratory, Fine escaped, and shortly after, Lex began to develop Kryptonian powers.

The Black Ship later abducted Lex and scorched the ground with Zod's symbol. Fine was present and told Lana that Lex was being prepared so that he could become the Kryptonian vessel for Zod. Meanwhile, one of his copies piloted the LuthorCorp jet that Martha and Lois are on. He shut off the oxygen supply, causing Martha and Lois to lose consciousness. Clark learned that Fine was working with Lex and went to the Luthor Mansion to warn Lex. Fine appeared and told Clark that if he had freed Zod before, then Lex wouldn't have been involved. Knowing Clark's affection for humans, Fine forced Clark's hand by unleashing a computer virus that spread to every major city on Earth, destroying the electrical infrastructure and causing widespread chaos.

Clark had earlier received the Kryptonian dagger from Jor-El to destroy Zod's vessel, but he couldn't bring himself to kill his former friend. Instead, he hurled the dagger at Fine. Upon being impaled by the dagger, Fine gained access to the Fortress of Solitude and released Zod's spirit into Lex's body. With this act, Fine and all copies of him were destroyed and sent back into the Black Ship.

### Season 6

Brainiac was still active within the Kryptonian black box, the Black Ship's hard drive. Zod attempted to use it to alter the Earth's crust, transforming it into a new Krypton by using Brainiac's hard drive to update Earth technology and manipulate the ground into Kryptonian frozen plateaus, until the box was shattered into pieces by a blast of heat vision from Clark. The black box ended up in Lex's possession after Lex found a broken piece of it in the Luthor Mansion. He hired Dr. Edward Groll to study the hard drive: Dr. Groll found out that it was a very powerful supercomputer and could be used as a weapon if in the wrong hands. Later, the box's remaining active energy was absorbed by the Zoner Baern, turning it into a pile of ash.

### Season 7

Lex salvaged the ashes of the Kryptonian black box and began Project Scion, a LuthorCorp project that focused on researching and combating alien threats.

Eventually, the ashes evolved into Brainiac's black liquid form, which was kept in a container along with green kryptonite, as it was alive and self-conscious. After a battle between Clark and a super-powered Lana, the container was broken and Brainiac was freed. Soon after, he took over the body of a lab technician named Casey Brock.

Sometime later, Brainiac left the body of Brock, who was found in an alley by a LuthorCorp lab half-conscious and speaking in an unknown language. Brock suffered from high metallic poisoning in her blood, due to Brainiac being in her body. Though it was unknown to others what language Brock was blurting out, Bizarro, posing as Clark, discovered that she was speaking Kryptonian in a code pattern, which was then revealed to be a message.

Apparently the message represented an error code as to why the system in Brainiac failed, while also sustaining itself to be rebooted by passing and repeating the code over and over again until the program can learn from its mistake and be fully operative.

Brainiac finally rebooted, but only to the point that he could become his human form once again. He had none of his usual powers and was forced to absorb the metallic minerals zinc, magnesium and iron in humans and animals in order to repair and sustain himself.

Bizarro found the disabled Brainiac with the aid of Lana. Brainiac instantly recognized Bizarro as a Phantom and not Kal-El. He was asked by Bizarro how he could fix his weakness to sunlight and told Bizarro to find his creator Dax-Ur. Brainiac tricked both Bizarro and Clark into locating Dax-Ur, leading Brainiac to find his creator and use the information he obtained from Dax-Ur's mind to repair and upgrade himself.

Nearly two months later, Brainiac tracked down Kara Kent and wanted her to come with him for unknown purposes, but was unable to persuade her after a quick fight with Clark. To achieve leverage over Clark and Kara, he cornered Lana at the Isis Foundation and took control of her. Brainiac used her to be a hostage and to deliver a message. Lana was alive and aware, but utterly unable to interact independently with the world in addition to being in great pain, a condition similar to anesthesia awareness: only Brainiac could reverse the process.

At the *Daily Planet*, Brainiac explained what was happening to Lana and promised to reverse the process if Kara joined him. He then led Kara into outer space, as they then appear to have disappeared into a black vortex. As revealed later, Brainiac did not make good on his end of the deal. Brainiac took Kara through the vortex to Krypton before its destruction in 1986, where she tried to send messages to Clark. By doing this, Brainiac changed fate when Clark discovered that new messages have appeared in Dr. Virgil Swann's diary that weren't there before.

In the past before Krypton's destruction, Brainiac was attempting to kill infant Kal-El, but was thwarted by both Kara and Clark. While Clark placed his young self into his spaceship, Kara stabbed Brainiac and smashed his head with a crystalline block. However, Brainiac survived as well as, when Clark wasn't looking, managed to switch places with Kara using his shape-shifting ability. Brainiac started to pose as Kara and sent her to the Phantom Zone, taking her form. As Kara, he left with Clark back to their time and learned more about the events concerning Veritas, the Traveler, as well as the secret to control the Traveler.

Brainiac, posing as Kara, further posed as a flight attendant on Edward Teague's private jet and forced Teague to reveal the location of the Orb. Teague told Brainiac that Lex might have it: afterwards, Brainiac flew off, leaving Teague to crash to his death.

When Clark finally found "Kara" at the Luthor Mansion, he took her back to the Kent Farm and asked about her recent actions, questioning her involvement in Teague's death. Though Clark tried to persuade and stop her, "Kara" kicked him away and flew off. As Kara, Brainiac confronted Lex and revealed to him Kara's secret, telling Lex that he was meant to stop the Traveler using the Orb and hinted that Clark was the Traveler.

Clark sought Chloe's help to control "Kara," and Chloe lured "Kara" to her apartment, where she tried to subdue her with green kryptonite. However, it had no effect and "Kara" was revealed to be Brainiac in disguise. Brainiac attempted to implant control over Chloe as he had done with Lana: however, her healing meteor power activated and prevented him from exhibiting total control over her. Chloe was injured, but Brainiac was considerably weakened and drained of power. Brainiac also appeared shocked by Chloe's ability to resist him, asking her, "What the hell are you?". Clark realized that Chloe was injured and located Brainiac at an electrical plant as he was attempting to absorb electricity to restore himself. During the confrontation, Clark demanded Brainiac to tell him where Kara was, as well as to release both Lana and Chloe from his grip, but Brainiac revealed that Kara was in a place where he'll never see her again and in order for Lana and Chloe to be released, he would have to kill him, which is the one thing that Clark will never do.

In an ironic twist, Clark rationalized that he was not actually killing anyone since Brainiac is a machine and used mass amounts of electricity to disintegrate him. After Brainiac was finally destroyed, Chloe and Lana were released from his influence.

### Season 8

It was revealed that, when Brainiac was attacking Chloe, he left within her a part of himself, his computer intelligence, powers and knowledge to Chloe through the use of her healing powers. By absorbing him, Chloe damaged his hard drive body. Chloe started to display Brainiac's powers but, at first, kept them secret from Clark. When Clark found out, he was concerned about what Brainiac had done to Chloe, but Chloe insisted that it was a gift. Later, when Chloe went to see Sebastian Kane regarding his knowledge of Clark's secret, she touched him, overloading his body with information she got from Brainiac.

After several weeks of her Brainiac infection, Chloe began to lose her memories as Brainiac started to take her over completely. Clark took her to the rebuilt Fortress of Solitude, where Jor-El cured her. However, Clark didn't just want Brainiac to be removed from her body: he also wanted her memories of his abilities erased in order to free her from the burden of his secret.

But as a result of being removed, Brainiac was able to seize and corrupt the Fortress once again, only this time in Doomsday's name and told Jor-El that his son was destined to fail against the ultimate destroyer as the dawn of a new age was approaching.

Brainiac was somehow able to control Doomsday, possibly by using his own unique sound and lure him into crashing Chloe's wedding to Jimmy Olsen and bring Chloe to him at the Fortress, where he inhabited her body once again before smiling upon the creature.

Once back in Chloe's body, Brainiac drained all of the knowledge from the Fortress into his own programming and told Davis Bloome, Doomsday's human camouflage, about how he got to Earth and of how he was engineered to be the ultimate destroyer and appear human. He then taunted Davis' feelings for Chloe by getting close with him before telling him that his feelings were all part of his "human" programming and that they aren't real and that once he has drained all of the knowledge from Earth, Davis will destroy it by fully evolving after 12 days in the Fortress.

Brainiac then traveled to the *Daily Planet* where he attached himself to the computers and began draining all of the knowledge from Earth, one human at a time. Rokk Krinn, Garth Ranzz and Imra Ardeen of the Legion of Super-Heroes appeared and temporarily shut him down before attempting to kill Chloe, but Clark stopped them. They took Chloe back to the barn where Brainiac awoke before they managed to extract him and then disable him into a solid sphere.

They took the sphere with them to the 31st century, where they planned to reprogram him into Brainiac 5. When Clark questioned if Brainiac was gone, Rokk confirmed that Brainiac was no longer a threat.

### Season 10

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.