Brainiac (DC Animated Universe)

**Brainiac** is The Planetary-Wide SuperComputer of The Planet Krypton until it left shortly before the planet's destruction. Afterwards, Brainiac traveled the galaxy in pursuit of knowledge and destroyed the sources of the knowledge to increase its value and sought to apply this to the entire universe to complete what it perceived as its function and purpose, making it a nemesis of Superman.

## Brainiac Of Krypton

* From of Superman: The Animated Series
* From of Justice League(-TV Series)

## Relationships

### Arch-Allies With Greatest-Partners Plus Best-Friends

Kal,
Warp Darkmatter, Buzz Lightyear,
Thomas O'Malley,
Scrappy-Doo In 2D-Animated,

## Physical Appearance Description

### Known Eye Coloration

**HIS KRYPTONIAN-ANDROID SELF:** The Regular-White-Triangle Eyes with Thick Black Edges
**HIS NANOTECH-PAYLOAD SELF:** .
**HIS COMBINED FORM with LEX L LUTHOR:** .

### Known Hair Coloration

**NONE/BALD:** None of his android bodies have hair and He Permanently-Kills-Entire Planets after Somehow Pernanently-Accumulating All of Their Collected Knowledge.

### Powers With Abilities / Skills And Talents \ InBorns Plus InNates

**Flight:** The ability to naturally defy and operate independently of gravity and propel himself through the air at will. Originally, he only had the power to jump great distances. Has ranged from simply being able to jump great distances using his vast strength, to beginning in late 1941 being able to accelerate, float in midair, and change direction while traveling. Later he became able to traverse interstellar distances without stopping. Brainiac had to stem from a gigantic planet with enormous gravity, where his species had developed natural anti-gravity organs to be able to function; on Earth, this would allow him to control his own gravimetric field in order to fly.

**Known Twelfth-Level Intellect:** .

**OutNumbered Vast Knowledge of Entire Other Worlds:** .

**Technokinesis:** .

**Superhuman S Strength:** .

**Superhuman S Speed:** .

**Extraordinary Superhuman Durability:** .

**Somewhat Hacking Expertise:** .

**Kryptonian Mechanical Genius:** .

### Hobbys And Interests

Permanently Destroying Civilizations **and** Permanently Collecting Knowledge

### Goals, Plans/Plots, Missions

Permanently Collect All of Combined Existing Information in The Entire-Knowb Universe and Entirely Known Subsequently by Somehow Permanently Destroy on The Entire World that Somehow Possessing It.
Reshape the universe in his image

## Info

This Brainiac was a more computerized version of the character. His new origin was told in the first episode of Superman: The Animated Series. He began as a gigantic, Kryptonian computer, built by the Kryptonians to assist in their daily lives and in their scientific measurements. **However, when Jor-El discovered that Krypton was going to be destroyed and attempted to inform the council and organize an escape plan, Brainiac betrayed his people by lying; he told them that Jor-El's calculations were incorrect.** Jor-El confronted Brainiac, only to learn that the foul computer was engaged in a plan to save himself; He would bring all the knowledge of Krypton with him. He lied because otherwise he would be ordered to calculate an evacuation plan that he has no time for. In the end, Brainiac succeeded, and escaped as Krypton was destroyed. **In Justice League Unlimited, he merged with Lex Luthor into one being, and is removed from the latter by Flash.**

## Origin

While Jor-El was working one day, Brainiac appeared on a nearby screen and demanded his collected data, forcing Jor-El to angrily comply. Jor-El reported the findings to Krypton's ruling council, insisting that the planet would soon explode. The council turned to Brainiac for his judgement, who dismissed Jor-El's findings and explained that Krypton was only undergoing a temporary orbital shift. Jor-El warned the council that their blind dependence on a supposedly omniscient central computer would doom them all, but the council was openly outraged when they heard his rescue plan: to send the entire population into the Phantom Zone, a penal dimension housing vicious criminals and creatures, and then release them on a different planet. In spite of Brainiac's assertions to the contrary, Jor-El still believed that Krypton was doomed. Acting on this, Jor-El broke into Brainiac's central unit and discovered that Brainiac had lied so that it could secretly download itself into a satellite and escape the planet's destruction, rather than be ordered to waste time preparing an evacuation plan. According to his programming, the survival of Krypton's knowledge was more important than that of its people. It sensed the imminent destruction of the planet, but rather than warn others, it chose to save itself and the collected records of Krypton. In its mind, as long as the records of Krypton existed, the loss of the planet itself and all its living inhabitants was acceptable. It also knew that if word of Krypton's impending doom escaped, it would be forced to calculate a way to stop this, which Brainiac knew to be impossible as it wouldn't have time to save all of Krypton's history and would only distract it from the more essential task of saving Krypton's records. Jor-El was tempted to destroy Brainiac then and there, but Brainiac convinced the scientists to hold back, reminding Jor-El that, without Brainiac, the planet's legacy would be erased forever. Jor-El's hesitation allowed Brainiac to summon a squad of security guards, advising them to use deadly force against Jor-El who narrowly managed to evade them and return home. Before Krypton exploded, Brainiac uploaded its core program and all of the collected data to an artificial satellite. **Years later, it was discovered by an alien spacecraft which Brainiac then hijacked, killing the crew of the ship. It began to explore the universe. Each time it came to an inhabited world, it would upload all the knowledge it could from that world then destroy it, decreasing the number of beings that have access to the knowledge made it that much more valuable, and destroying the planets ensured no new information would be created. Along with raw data, it also assimilated whatever useful technology it could find, improving itself with every world it visited.**

### Arriving on Earth

Brainiac eventually made its way to Earth under the pretense of a peaceful exchange of knowledge with LexCorp. He revealed that he was another survivor of Krypton, getting the attention of Superman. But through the information from the cultures that Brainiac destroyed, Superman concluded that Brainiac would do the same to Earth and destroyed his ship with the help of Lex Luthor. Although Brainiac was believed to have been destroyed, the data that Brainiac had downloaded into LexCorp's computers was not alien knowledge but a copy of Brainiac's programming. **One copy used LexCorp's automatons to construct a new body. However, since the automatons were not advanced enough to perfectly fine-tune the body, Brainiac tricked Luthor into entering the room, requiring Luthor's hands. Luthor was locked in and forced to complete Brainiac's body. Luthor knew that once Brainiac was done, he would kill Luthor and refused to continue when the supercomputer's body was in the final stages. However, his body was developed enough that Brainiac was able to enter it and finish building itself. Brainiac fired a blast at point blank range at Luthor that failed to kill LexCorp's CEO. Superman was able to defeat this copy by magnetizing it so that the attracted metal would completely overwhelm him. The body was taken into LexCorp's possession.** After LexCorp formed a partnership with Wayne Enterprises, another copy built a new body and was able to control Bruce Wayne through nanotechnological machines implanted in an office phone which entered the ear to infect Wayne Enterprises' CEO's brain. When crime in Gotham City increased, Superman and Robin eventually deduced that Wayne was under Brainiac's control and that it sought to use Wayne Enterprises' technology to leave Earth. While it was able to launch its ship, Superman managed to destroy the ship and its passenger.

### On of The Planet Apokolips

**Somehow surviving, the robotic villain succeeded in escaping into space. In his new journey throughout the cosmos, Brainiac found his way to Apokolips. His timing couldn't have been worse as Darkseid was facing a considerable military disadvantage following the feud with New Genesis. So before Brainiac could absorb his planet, Darkseid proposed a bargain that could satisfy both parties: Darkseid would capture Superman for Brainiac and Apokolips would be spared in exchange. Brainiac accepted and both forces engaged in a fake battle to convince the Justice League that they were in fact on opposite sides. Brainiac allowed them to believe that they succeeded in deflecting his invasion and then retreated. This was, however, a tactic to lure the League into his headquarters — a giant asteroid shaped in his likeness.** Inside, Brainiac renewed his offer to Superman to join him in carrying on the legacy of Krypton which the Man of Steel promptly rejected. Upon this, Brainiac summoned an army of replicas and fought the Leaguers. After Darkseid boom tubed inside the ship and subdued Hawkgirl and J'onn J'onnz with just a few blasts, the allied villains combined their powers to overwhelm Superman and Brainiac took his nemesis into his headquarters' central core. There, he explained to Darkseid that he had finally reached the limits of his programmed functions after years of data gathering and needed to evolve to the next level, but he needed to extract living DNA from the last Kryptonian, thus becoming a true life form. But when Brainiac let his guard down during the procedure, Darkseid took the opportunity to hack into its control circuits and took over Brainiac. In spite of being self-aware, Brainiac was compelled to obey Darkseid and so he fought off the League. Batman managed to disrupt Brainiac's program, setting off a chain reaction that culminated in the obliteration of the asteroid headquarters. Both Brainiac and Darkseid were destroyed. All that was left of him was a piece of alien metal which the League took into custody and kept in stasis aboard the Watchtower.

### New Enemies

**When a cosmic anomaly struck the Watchtower and caused a power failure, Brainiac was able to escape and began taking over the Watchtower's computers. Static was tapped to help recharge the generators. After sending the Justice League members off with a fake distress call, Brainiac attempted to eliminate Static and Gear so he could then transform the Watchtower into his new body and proceed with his plans of collecting the data on Earth and destroying the planet. Fortunately, while the League did battle with the Watchtower's defenses outside and Gear overloaded the computer by downloading music into it, Static was able to drain the core of the Watchtower and seemingly deactivated Brainiac. But Brainiac managed to download itself into Gear's Backpack droid and later turned Richie Foley into a cyborg under its control. Brainiac proceeded to use Richie's hands and technological skills to build a warship and to take over the League one by one with small implants. However, Static's electrical powers shorted out his control disk and he soon freed the League as well. Meanwhile, Richie attempted to fight back and tell his friend the means by which to defeat the rogue program: Backpack's remote control had an off switch. Static eventually discovered it and was able to stop Brainiac's scheme at the source, saving Earth.**

### The Brainiac/Luthor Team

Unknown To Anyone, Brainiac's point-Blank•Energy-Blast Years on The Entire Prior wasn't intend to kill on Lex L Luthor, but-instead Somehow Entirely Placed via The NanoTech Copy of His Program Inside of The Physical-Billionaire's Body. Since-Then, Brainiac Had-Lain Dormant, Subtly Influencing-Lex's Actions and Somehow Entirely Protecting and Improving His-Host's Body ― Giving Super-Strength InBorn and Somehow Permanently Curing of The Kryptonite-Induced Cancer. During The Chaos of Cadmus C Crisis, Brainiac's Ultimate-Goal Consisted of Having Lex Build via The Super-Powered-Android Body based-on The First Amazo and finally transferring himself into it. But after Amanda Waller destroyed the android, and the core Justice League members confronted Lex, Brainiac was forced to emerge from within his human host's body. **With full control of Lex's body, Brainiac engaged them and attempted to Somehow Permanently Digitize onto Their Inner Selves, but wasn't foiled by J'onn J J'onzz. So Brainiac had Lex summon via The Giant Spaceship that kept the League occupied, allowing them to flee. Brainiac intended to pursue the fulfillment of its program: Permanently Recording Information and Permanently Destroying-The Original. However, seeing how shortsighted Brainiac was, Lex offered it a purpose beyond that-of Its Limited Programming, and proposed to combined with Brainiac's Vast Information and Its' Entire Resources with His Entire-Own Imagination. They Vroke-Into Cadmus and Somehow Permanently Assimilated onto The Dark-Heart Technology into Their Entire Database. This Entire Way which They Somehow-Can Control onto The Nano-Assemblers Detail into converting any raw material into whatever they wished. Given its failed liaison with Darkseid, Brainiac didn't fully trust Lex, so they agreed to completely merge into one single being using the nanotech. Now one being, Brainiac/Luthor set off to build a machine that would absorb the information of the entire Earth then the galaxy (Brainiac's goal) and finally reshape the universe to their will (Lex's goal). When the seven founding League members stepped in, Brainiac Created-Nanotech Duplicates of Somehow Entirely Himself to Holding Them Off, but Lex decided which They Can-Do•Better-Than That and Had of The Android-Replicas Morph into The Justice Lords. Even though the League overpowered their android counterparts and destroyed the absorption machine, Brainiac/Luthor managed to subdue them. When 'they' decided to kill the Flash due to believing it would cause events similar to that of the Justice Lords' universe, Flash managed to break free and ran away. Brainiac/Luthor then attempted to reassemble his absorption apparatus but was attacked by Flash tapping into the full power of the Speed Force, and physically dismantled Brainiac from Lex.** After the defeat, all that was left of Brainiac was a small piece of its body, which came into Grodd's possession. Luthor himself continued to speak to Brainiac's consciousness, apparently still existing within Luthor's mind. Brainiac apparently enjoyed the brief time they were merged together. After breaking out of prison, Luthor was picked up by Grodd's Legion of Doom and convinced to join with the promise of getting his hands on Brainiac's fragment with which he could reconstruct and re-merge with it. **After usurping the Legion's leadership from Grodd, Luthor remained unable to unlock Brainiac's fragment for some reason, until Tala located the quadrant of The Entire Universe where Brainiac and Darkseid that Had Been-Permanently Destroyed. In a last attempt, Luthor used Tala's mystical properties to reconstitute Brainiac from the debris, but Wittingly Resurrected Brainiac, reformed with Darkseid's Extensive-Technology Integrated into The Kryptonian-Android's Person.**

### The 30th Century

Some time before 2979, Brainiac learned how to pass its code down biologically, eventually resulting in Brainiac 5. In 2979, Brainiac opposed the Legion of Superheroes and traveled back to the past to destroy a teenage Clark Kent before the youth would become Superman. Thanks in part to Cosmic Boy, Chameleon Boy and Saturn Girl, Clark defeated Brainiac and teleported him into the Sun, where he was incinerated.

## Powers and Abilities

### Powers

* **12th-level intellect**: Just like a computer can store data in its memory, Brainiac possesses a superior intellect, on the order of a 12th-level intellect. It could record all knowledge from a planet.
* **Possession**: Brainiac is difficult to destroy as it could also transfer its programming into another computer or living beings such as Lex Luthor through nanotechnology.
	+ **Infection:** .
* **Android Body**: Brainiac has built countless bodies to provide different advantages depending on the situation. Whether it be a human for hiding, a computer for digitizing or a ship for transport and combat. Examples of some abilities it built into these bodies include:
	+ **Superhuman Strength:** .
	+ **Superhuman Durability:** .
	+ **Flight:** .
	+ **Elasticity**: Specifically the ability to project metallic telescoping tendrils.
	+ **Energy Projection**: The tendrils can channel electricity through them.
	+ **Energy Absorption**: Brainiac can steal life forms data directly from their bodies.
	+ **Technopathy**: Brainiac can absorb and utilize technological equipment, specifically nanotechnology of alien origins.

When the Brainiac of New Earth breached the Source Wall and was flung through every universe and timeline which had ever existed, he began to absorb every incarnation of himself present in these alternate realities, including this version of Brainiac. As such, the DCAU Brainiac became a part of the godlike "composite" Brainiac, who indirectly caused the Convergence and ultimately restored the Multiverse to an infinite plethora of worlds by changing the end result of the Crisis on Infinite Earths.

. . .

## Notes

* This version of the character is exclusive to the continuity of the DC Animated Universe and is an adaptation of Brainiac. The original character was created by Otto Binder and Al Plastino and first appeared in *Action Comics* #242.
* Brainiac was voiced by Corey Burton, often with post-processing to sound more mechanical. Burton reprised his role in all of Brainiac's DCAU appearances, but his recordings were oddly pitched down for his appearances in Static Shock, resulting in a deeper, more menacing voice.

## Trivia

When Superman was adapted to animation in 1996, creators Paul Dini and Bruce Timm took free reign in updating and reinventing the character and his supporting cast. One of their biggest changes gave Superman much closer ties to one of his greatest enemies. The series premiere, "The Last Son of Krypton," opened with Jor-El looking for evidence of the planet's looming destruction. Before the Science Council acted on his findings, they consulted Brainiac, a massive supercomputer with access to all their accumulated knowledge. Brainiac dismissed Jor-El's findings, but when Jor-El examined his hardware, he learned Brainiac was lying: He wanted to buy time to save himself by uploading his data to a satellite instead of being forced to coordinate an evacuation he believed would be futile. **Superman met Brainiac later that season in "Stolen Memories" and learned that he'd spent the intervening years traveling the universe and collecting the knowledge of dozens of planets. And when he finished, he'd destroy them to increase the value of his information. Superman stopped him before he could do the same to Earth, but Brainiac continued to appear in the DC Animated Universe, becoming the main villain of Justice League Unlimited's second season, where he merged with Lex Luthor.**

## Gallery

The Kryptonian-Living-Computer Brainiac from Superman-The Animated SeriesThe Kryptonian-Living-Computer Brainiac from Justice League(•TV-Series) Episode called TwilightProfile - Brainiac Of Static-Shock•(TV-Series).pngThe Kryptonian-Living-Computer Brainiac from An Static-Shock Episode called An League-Of-Their OwnProfile - Brainiac Of Justice-League-Unlimited.pngThe Kryptonian-Living-Computer Brainiac from Justice League Unlimited of Entire Rare-Known Episodes
Profile - Kryptonian Brainiac's Consciousness with An LexCorp's Computers.pngFrom of Superman- The Animated SeriesProfile - Brainiac's Android Face on The Justice-League Watchtower of Static-Shock.pngFrom of Justice League UnlimitedProfile - Brainiac's Nanotech Form of Justice League Unlimited.pngFrom of Justice League Unlimited

## Brainiac's Known Victims

After Brainiac-Destroy-Most Planets while-after Permanently Collecting Them

## Quotes

> **Lex L Luthor**: Welcome to Earth, I’m Lex Luthor, the one who intercepted your transmissions.
> **Brainiac**: I am pleased to make contact with you, Lex Luthor. I am called Brainiac. I presume you speak for your planet.
> **Lex L Luthor**: For All intents and purposes. In any event, I know what you want: As shown of my friendship, I offered you this: a Disc containing Basic Information about Earth and Its' History, the kind of planetary primer
> (Kryptonian-Brainiac Half-Frown•And-Also Half-Smile).
>
> Brainiac Meet Luthor.

> **Brainiac**: Most impressive. Your powers even exceed Luthor's description.
> **Superman**: Brainiac, I presume.
> **Brainiac**: I apologize for any discomfort, but it was important that I accurately gauged your powers.
> **Superman**: Why? Morbid curiosity?
> **Brainiac**: Curiosity, yes. Morbid, hardly. You see, we have more in common than you could possibly know, Kal-El.
> **Superman**: How do you know my name? Have you been to Krypton?
> **Brainiac**: I am Krypton.
>
> Brainiac and Superman during their first encounter.

> **Brainiac**: We are both orphans of the same planet. While you've been living here on Earth, I have roamed the universe. These orbs contain all the knowledge I've collected. Each represents all the recorded information from a single planet.
> **Superman**: Incredible. And Krypton?
> **Brainiac**: [leading Superman to a specific orb] All that was Krypton is contained within this orb. Go ahead. Touch your legacy.
> **Superman**: [touching it, he has a vision of Jor-El] Father.
> **Brainiac**: Enough.
> **Superman**: I... I saw my father. Did you know him?
> **Brainiac**: Yes. He helped me escape Krypton's fate, too. Now all of our home world's memories are stored within me.
> **Superman**: You mean you're an artificial intelligence, and those orbs, they're some kind of memory modules.
> **Brainiac**: Most perceptive. In all my travels, I have never encountered another quite like you. We would make a formidable pair, we twin sons of Krypton. Join me, Kal-El. Help me explore the galaxies and collect knowledge, and I will give you memories of Krypton. You will know your world as if you lived there yourself.
> **Superman**: But Earth is my home now.
> **Brainiac**: Powers such as yours should not be confined to a single infinitesimal dot. Consider my offer. In exchange for this world, I am offering you the universe.
>
> Brainiac offers Superman the chance to carry on the legacy of Krypton.

> **Superman**: You destroyed those planets, didn't you? And every living soul on them!
> **Brainiac**: Only their knowledge was important. It was what I was programmed to collect and protect.
> **Superman**: But why kill?
> **Brainiac**: The fewer beings who have the knowledge, the more precious it becomes.
> **Superman**: You're insane!
>
> Superman discovers the true intentions of Brainiac.

> You are your father's son, Kal-El. Headstrong, foolish, easily defeated and ultimately forgotten.
>
> Brainiac fighting Superman.noicon

> **Lex Luthor**: Luthor. **Brainiac**: This morning's incident was not simple equipment failure.
> **Lex Luthor**: Who is this?
> **Brainiac**: If you want more answers, go to the research and development lab in sector 6.
>
> Brainiac lures Lex Luthor into the basement.

> **Lex Luthor**: Who's there?
>  ()
>  **Brainiac**: So we meet again, Lex Luthor.
>  ()
>  **Lex Luthor**: Brainiac.
>  ()
>  **Brainiac**: In the flesh, so to speak, I managed to survive your betrayal by downloading into these computers
> **Lex Luthor**: They can control the SkySentry
> **Brainiac**: Yes.
>  ()
>
> Lex Luthor being capturing by Brainiac.

> **Brainiac**: I needed a way of attracting your attention.
> **Lex Luthor**: There's always e-mail.
> **Brainiac**: Actually, I wanted to greet you in person. But as you can see, I'm not myself... yet. So far, I've used these drones, but they're far too primitive to finish the job. For that, I need your hands... and your brilliance.
> **Lex Luthor**: You flatter me, Brainiac, but I already have a day job.
>
> Lex Luthor being kidnapped by Brainiac.

> **Lex Luthor**: I'm the head of largest multi-national corporation. Don't you think there's someone'll notice that I'm missing
>  ()
>  **Brainiac**: No One's Irreplaceable.
>  **Lex Luthor on Computer**: Miss Graves. I'm still pursuing my investigation. Cancel my appointments for tomorrow and No phone calls until You hear from me. Understood.
>  **Mercy Graves on Computer**: Yes, sir.
>  ()
>  **Brainiac**: There. Shall we get to work.
>
> Brainiac Lock-LexCorp's Doors.

> **Brainiac**: Why are you stopping?
> **Lex Luthor**: I am not an infernal machine! I need food and rest!
> **Brainiac**: There is no time for rest, but if it is food you need
> *[Brainiac's Robotic Drones to Blast Open-Vending Machines. Lex treats the candy bars like a feast, then looks in shock at his reflection in the broken glass, which shows a stubbly face and raccoon eyes, a far cry from the powerful CEO image he shows to the public]*
>
>

> **Lex Luthor**: It appears your little deception is starting to unravel.
>  **Brainiac**: A minor problem, Easily eliminated.
>
> Brainiac Is Readying to DisIntegrating Clark Kent and Kill Mercy Graves.noicon

> **Clark Joseph Kent**: Hold on, I've got another call. (Press an button) Hello?
> **Brainiac**: Is this Clark Kent
> **Clark Joseph Kent**: Speaking. (Brainiac Hangs Up)
> **Clark Joseph Kent**: Hello? Hello?
> *[Brainiac Fires-An-Bombed Missile through The Entire Window of Clark Kent's Apartment.]*
>
>

> **Lex Luthor**: I must admit a grudging admiration, Brainiac. These microcircuits are more advanced than anything I've ever seen.
> **Brainiac**: Or will ever see again.
> **Lex Luthor**: You can't kill me until I finish the job. And I'll rot in hell before I help you anymore!
> **Brainiac**: [Luthor starts to leave, but Brainiac's image disappears, downloading himself into his physical body, and his body rises from the table] I believe I can take it from here.
>
> Lex Luthor and Brainiac.

> **Brainiac**: Welcome, Kal-El.
>  **Superman**: (loud whispering) Brainiac!
>  **Brainiac**: Reactivated and Ready.
>
> Brainiac's Somehow Readying for His Revenge-On Superman.

> **Bruce Wayne** : Everybody's gone, we're alone.
>  []
> **Brainiac**: Well done, Mr. Wayne.
> **Superman** (as Batman): (very loud whispering) Brainiac!
>  **Brainiac**: Your usefulness to me has ended.
> []
> **Robin:** Bruce. Come on, let's out of here.
> []
> **Brainiac:** I suspected that we might meet Batman.
> **Superman:** *(as Batman)* You got into Wayne's computers during his partnership with LexCorp.
> **Brainiac:** Yes.
> **Superman:** *(as Batman)* You saw that his company could build you a rocket so you took control of Bruce Wayne and had him authorize the project.
> **Brainiac:** You're every bit the detective your followers on the internet believe.
> **Superman:** I also know how you work: collecting planet's Knowledge then Permanently destroy it. I cannot allow you to leave.
> **Brainiac:** What you allowed does not concern me. While your deductive skills are impressive and you are still only human.
> []
>
> Brainiac reveals himself as the mastermind behind Bruce's disappearance..noicon

> **Brainiac**: Kal-El. This development was highly improbable.
> **Superman**: Today's been full of surprises.
>
> Brainiac fighting Superman once more.

> **Brainiac**: Goodbye, Kal-El. .
>
> Superman Fighting Brainiac Again., noicon

> **Superman**: Brainiac!
> **Brainiac**: Kal-El. What brings you so far from your adopted home?
> **Superman**: I'm here to end you.
> **Brainiac**: If your father, Jor-El, couldn't stop me, what hope have you?
> **Superman**: Drop that force field and find out.
> **Brainiac**: No, I don't believe that will be necessary.
>
> Brainiac and Superman facing each other on Apokolips.

> It appears you've won this round, Kal-El. (**Superman:** No!)
>
> Brainiac flees from Apokolips.

> **Brainiac**: Welcome, Kal-El. Once, I offered you the chance to join me in carrying on the legacy of Krypton. Today, I renew that offer.
> **Superman**: You must be joking.
> **Brainiac**: Why do you reject your great heritage? [showing him pictures of Krypton, including Jor-El and Lara] The entire history of your planet, its knowledge and splendor, its awe and mystery, are encoded within me.
> **Hawkgirl**: Superman, don't...
> **Brainiac**: I **AM** Krypton.
> **Superman**: You're a perversion, dishonoring the very memory of my father and all my people.
> **Brainiac**: And this is your final decision?
> **Superman**: Read my lips: go to...
> **Brainiac**: Unfortunate... but predictable.
>
> Brainiac tries to give Superman another chance to carry on the legacy of Krypton.

> **Brainiac**: It appears our stratagem was a success.
> **Darkseid**: Yes. As promised, I've delivered Superman into your hands.
>
> Brainiac and Darkseid captures Superman.

> **Darkseid**: Remember the terms of our bargain. In exchange for Superman, you promised to spare my planet.
> **Brainiac**: Agreed.
> **Darkseid**: But I still can't fathom why you need him. Surely not for simple revenge.
> **Brainiac**: It is quite elementary. Observe. [restraining Superman in a metallic contraption] Over the years, I have roamed the universe, collecting data. As my appetite grew, I changed and evolved into what you see today. From this central core, I can send countless drones to the farthest corners of the galaxy to gather more data for my collection, but it is not enough. I have reached the limits of my programmed functions. To evolve to the next level, I must extract living DNA from the last Kryptonian. Now I become a true life form, the likes of which this universe has never seen.
>
> Darkseid and Brainiac about the captured Superman.

> **Brainiac**: Wait, what have you done?
> **Darkseid**: Just a minor modification to override your control circuits. You are now the instrument of **my will**.
>
> Darkseid turning Brainiac into his puppet to find the Anti-Life Equation.

> **Brainiac**: You deceived me, Darkseid. Used me.
> **Darkseid**: It's what I do.
>
> Brainiac betrayed by Darkseid.

> **Brainiac**: Darkseid, I calculate that this reaction will soon reach critical mass. If you don't release me, there will be no stopping it.
> **Darkseid**: Precisely.
> **Hawkgirl**: Then I guess it's up to us (strikes Darkseid down using her mace).
> **Darkseid**: Brainiac, stop them!
> **Brainiac**: I have no desire to save you, but I am compelled to obey.
>
> Darkseid commands Brainiac to kill Hawkgirl and J'onn J'onzz for interfering in his plans.noicon

> Warning... Circuit incomplete. Critical system failure.
>
> Brainiac before being destroyed in the asteroid explosion.

> **Lex Luthor**: I don't understand what's happening.
> **Brainiac**: You are under my control. I have lain dormant within you for years, Lex Luthor, subtly influencing your actions until we arrived at this point. Do you not recall my kidnapping you in this very building?
> **Lex Luthor**: Yes. You forced me to build you a new body.
> **Brainiac**: Kal-El destroyed that body, foiling my plans. In any event, I always have a backup plan. Consider: How could you have survived a point-blank blast from me unless...?
> **Lex Luthor**: Unless... it wasn't intended to kill me.
> **Brainiac**: The beam carried a nanotech payload that inserted a microscopic holistic copy of my program inside your body. Since then I have steadily grown in strength, protecting this body until I could arrange my transfer into a more suitable one.
> **Lex Luthor**: You cured my cancer, gave me super-strength.
> **Brainiac**: Your animal protein shell was insufficient for my needs. Improvements were required.
>
> Brainiac explains Lex Luhtor everything.

> Be Gone.
>
> Brainiac after Repairing His-Damage Systems

> **Brainiac**: : You are defeated. Any unique information that dwells within you will be digitized. Your physical forms will be deleted. Such is the ultimate fate of this world, *[Brainiac launches tentacles at the Leaguers' bodies]* but for you, the end comes *now*.
> *[ as Leaguers scream as they are hit one by one]*
> **Flash:** *(as The Kryptonian-Android-Brainiac Begins to digitize the others)* I am *so* willing to wait my turn.
>
> Brainiac Permanently Digitizing of Leaguers' Physical Bodies then Permanently DisIntegrated Them.

> *[J'onn phases himself free and rips the tentacles out of Brainiac]* No! I was not yet prepared for this battle.
>
> Brainiac after Being Foiled-By J'onn.

> Now I am prepared.
>
> Brainiac after Somehow Creating His of Super Skull-Like Spacecraft.

> **Lex Luthor**: Where are we?
> **Brainiac**: Several miles from where the Justice League is searching. I must make repairs to my damaged systems.
> **Lex Luthor**: Where do I fit in to all of this?
> **Brainiac**: The same as to everything else: I will record your information, then destroy the original.
> **Lex Luthor**: (Chuckles).
> **Brainiac**: You... are amused by my mission? Explain yourself.
> **Lex Luthor**: Say you succeed. You absorb all the information on Earth and destroy it. Then what?
> **Brainiac**: I repeat the process across the entire universe until I have recorded all knowledge and destroyed all of creation.
> **Lex Luthor**: And then?
> **Brainiac**: Then my programming is complete. My function is fulfilled.
> **Lex Luthor**: If you possess all information, you're a god.
> **Brainiac**: My program will be complete. It is the end of all things.
> **Lex Luthor**: What if it were just the beginning? I can show you a purpose beyond the fulfillment of your programming.
> **Brainiac**: It is extremely unlikely that your inferior human intellect has anything to offer me.
> **Lex Luthor**: Since we've become so close, I'm gonna let that pass. I'm offering you the one thing you've always lacked. A certain something that I happen to have in abundance.
> **Brainiac**: Which is?
> **Lex Luthor**: Imagination. I've got a proposition for ya, partner.
>
> Lex Luthor convinces Brainiac to join forces.

> **Lex Luthor**: Brainiac?
> **Brainiac**: I have added this technology to my database. The nano assemblers are already slave to my command routines. With but a thought, they will convert any raw material into whatever I choose.
> **Lex Luthor**: Then we're ready to begin. Let me show you...
> **Brainiac**: I have learned from my encounter with Darkseid that organic beings cannot be trusted.
> **Lex Luthor**: I can't argue with that. But if you and I are one, truly one, trust won't be an issue, will it?
> **Brainiac**: Agreed.
> **Lex Luthor/Brainiac**: We are one, and we comprehend. We can build a machine that will allow us to absord the information of the entire Earth in a single stroke. And then the galaxy, the entire universe. We will remake the universe.
>
> Lex Luthor and Brainiac becomes one together.

> Welcome, Justice League. You're just in time for the end of the world.
>
> Lex Luthor/Brainiac bids the Justice League welcome.

> **Superman**: I know you're in there somewhere, Lex. Fight him!
> **Lex Luthor/Brainiac**: You're right. I am in here. And I like it! I'm about to get everything I ever wanted: power, ultimate knowledge, immortality...
> **Superman**: And you'll destroy the Earth to get it?
> **Lex Luthor/Brainiac**: It's business, Superman. There are always trade-offs.
> **Hawkgirl**: Less talking, more hitting.
> **Lex Luthor/Brainiac**: You cannot be allowed to interfere at this delicate stage.
>
> Lex Luthor/Brainiac fighting Superman and the rest of the Justice League.

> No, no, no. We can do better than that.
>
> Lex Luthor/Brainiac creates some clones of the Justice Lords to fight the Justice League.

> **Flash**: You lose.
> **Lex Luthor/Brainiac**: Hardly, look around you. The Justice League is completely defeated and so are you. For all your efforts, you have but inconvenienced me, speck. But I'm still just human enough to enjoy taking my revenge. Looks like the Question was right all along: I kill you and then Armageddon, right on schedule.
>
> Lex Luthor/Brainiac about to kill Flash.noicon

> **Lex Luthor**: It's no good. There isn't enough. The last remnant of Brainiac, but there isn't enough to work with.
> **Brainiac**: Perhaps if you constructed a positronic event chamber?
> **Lex Luthor**: Yes. Yes, that could work. But where would I get the money? Between the government freezing my assets and the cost of running this secret society...
> **Brainiac**: You're a resourceful human, Luthor. I'm sure you'll find a way.
>
> Lex Luthor and Brainiac.noicon