Vril Dox II

[Source]

"*Order is everything. All civilizations. All cultures... grow with their roots in Order. Law enforces order... and in turn, the Law must be enforced.*"
―Brainiac[src]
**Vril Dox II** (more commonly known as **Brainiac** or **Brainiac II**) was a Coluan-Skrull hybrid scientist who helped General Zod in the civil war on planet Krypton.

After escaping to Earth in the Black Ship, Brainiac assumed a human form as Dr. Milton Fine.

## Biography

### Early life

Vril Dox II was the son of the Coluan scientist Vril Dox I and the Skrull Empress S'Byll. He was created by Brainiac by combining the DNA of himself and the empress and was nevertheless still regarded as Brainiac's son and heir, as he has inherited his pater familias' high intelligence and extreme Machiavellian ethics. Vril Dox II was a citizen of the planet Colu which was ruled by the malevolent Computer Tyrants.

Although cold-hearted and manipulative, he did not follow his father's footsteps, but worked hard to make the universe a safer place. One of the most intelligent beings in the galaxy, he was the founder and long-time leader of the interstellar heroic organization known as L.E.G.I.O.N..

Ren Daggle better known as the Durlan met Vril Dox when he crashed on Colu and was forced into slavery by Brainiac. Vril Dox II was also treated like a slave, and so the Durlan took the young boy under his wing. Brainiac was then overthrown and banished from the planet by the Computer Tyrants. The young Vril Dox II was given to the Dominators by the Computer Tyrants as a gesture of good faith in their Invasion of the planet Earth.

After their victory, the group went with Vril Dox II to his home planet of Colu. They were successful in shutting down Computer Tyrants who had conquered his people. But without the Computer Tyrants to guide it, Coluans society practically self-destructed.

He also clashed with Martian Manhunter on a few occasions. Along the way, he came to Krypton some time during the civil war, and aided General Zod, resulting in Krypton's destruction.

Brainiac managed to escape Krypton's destruction by going in the Black Ship, which also contained Zod's disciples Nam-Ek and Aethyr. Years later, Brainiac arrived on Earth and assumed a human form, Milton Fine, and got employed at Central Kansas A&M, where he taught general history.

## SV S3

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, and 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.
Brainiac infects Martha with a deadly Kryptonian virus.

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 the coming of Zod. 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 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 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, and Clark sent 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, and 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.

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 an alien but not a Kryptonian 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.

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 a Kryptonian dagger from Jor-El to destroy Lex, but he hesitated to kill his former friend and Lex managed to distract him long enough for Brainiac to send Clark to the Phantom Zone. With Clark in the Phantom Zone, Brainiac and Lex overseeing the destruction happening around Metropolis.

## SV S4

Clark managed to escape from the Phantom Zone with the help of Raya and confronted Lex and Brainiac, destroying the Kryptonian black box that Brainiac was using to transform Earth in the process. After a brief but intense duel, Clark was defeated and just as Lex was about to deliver the final blow, Clark used the Crystal of El to send Brainiac to the Phantom Zone.

Once Brainiac was gone, Lex lost his "found" Kryptonian powers, perhaps due to the power of the Crystal of El. Although, after the crystal burned into his hand, the wound healed soon after, possibly due to the lingering effects of the viral compound administered to Lex by Brainiac.

Shortly after arriving in the Zone, Brainiac was found by Zod's soldiers and taken to Zod himself. There, he explained to him what had happened on Earth and about Jor-El's son Kal-El. Eventually, Zod managed to create a ship for Brainiac to leave the Zone in and instructed him to go back to Earth and find his son, Lor-Zod so that he would activate a beacon on his ship (something only Lor could touch) that would allow Zod and his followers to leave the Phantom Zone.

## Powers and Abilities

### Powers

**Telepathy**:

**Telekinesis**:

**Shape Shifting**: Brainiac can turn his body into any type of matter like weapons, humans, or even animals.

**Superhuman Longevity**: Brainiac like all other Coluans, aren't immortal, they just age at a far, far slower pace.

**Kryptonian Abilities**: During his time on Krypton, Brainiac learned that Kryptonians had Superhuman abilities under a yellow sun. With time and practice, Brainiac discovered how to replicate these abilities as well.

* **Superhuman Strength**: While the exact magnitude of Brainiac's strength is unknown, it is believed he has the capacity to lift 100 tons.

* **Superhuman Durability**: Brainiac possesses a very high durability capacity, and can't be physically harmed or hurt by humans, and is unaffected by hot and cold temperatures, and is immune to all earthly diseases.

* **Healing Factor**: Brainiac possesses a healing factor that allows him to heal from wounds within a few seconds.

* **Superhuman Stamina**: Brainiac has the ability to maintain continuous strenuous physical action for an undefined period.

* **Flight**: Brainiac possesses the ability to defy the forces of gravity and fly.

* **Superhuman Speed**: Brainiac possesses the ability to move at an accelerated rate of speed. This includes running at speeds that are beyond supersonic.

* **Superhuman Hearing**: Brainiac has the ability to hear any sound at any volume or pitch.

* **Heat vision**: Brainiac can emit extreme heat and fire beams from his eyes. Brainiac uses this to kill people who threaten his plans.

* **X-ray vision**: Brainiac has the ability to see through any object including lead as he is not a Kryptonian.

### Abilities

**Super Intelligence**: Brainiac possessed a very high level of intellect, as he had absorbed a vast knowledge of aliens, galaxies, and planets over the years. Also, according to him, no matter his form or condition, his intellect was not altered, as he once told this to Bizarro.

## Personality and traits

"*No matter my form, my intellect remains formidable. Do not underestimate me.*"
―Brainiac[src]