Brainiac (SV)

**Brainiac**, short for the **Brain InterActive Construct**, is a Kryptonian artificial intelligence built by scientist Jor-El based on designs from 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.

After arriving on Earth in the Black Ship, Brainiac assumed human alias **Dr. Milton Fine** and harassed Clark Kent while unleashing a computer virus that infected every piece of technology on Earth and releasing Zod into Lex Luthor's body.

Brainiac later resurfaced to kill his creator Dax-Ur for the knowledge to repair his system, put Lana Lang into a coma, had Kara Kent send him back through time to before Krypton's destruction to kill Kal-El. After that plan failed when Clark followed and stopped him, Brainiac returned to Earth disguised as Kara (whom he put in the Phantom Zone) and killed Edward Teague, revealed Clark's secret to Lex, tried to put Chloe Sullivan in a coma too and was hunted down and overloaded him with electricity by Clark, causing him to explode.

However, Brainiac was still active within Chloe and ran a program from inside Chloe that drew Davis Bloome to gain infinite knowledge while Davis destroys Earth but was subsequently defeated by Clark and the Legion of Super-Heroes and taken to the 31st century by the Legion to be reprogrammed.

## Powers and 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, super dexterity 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.

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.

### Kryptonian-based powers and abilities

* **Super Strength**: Brainiac, as a Kryptonian machine, possesses colossal strength, allowing him to easily overpower and manhandle humans, and even some aliens, as seen when he fights the Legion of Super-Heroes. Under normal circumstances, Brainiac can fight Clark and even restrain him. But Brainiac is still weaker because he's a machine.
* **Super Speed**: Brainiac can move and react at speeds that greatly exceeds the sound barrier. Interestingly, in *Oracle*, he was able to just vanish into thin air, to where when he was in the form of Clark's father, Clark didn't suspect super speed, but this might've not been a feat of speed as much it was that Clark was too grief-stricken that he didn't think about it. In this ability, Brainiac can travel to any region, landmass, or state on Earth in a matter of seconds.
* **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.
* **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.
* **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.
* **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 has the ability to see through any type of physical matter, even lead.
* **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.

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.

Superman 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.

## Early life

Brainiac's layout structure and complexion were designed by a great scientist of Krypton named Dax-Ur, who made it with the sole intention that it would run all of Krypton's databanks/storage units, bases, cities and the rest of technology there, but he later saw the potential for danger in his creation, as it had the potential to destroy entire planets. Due to this, Dax-Ur abandoned his work and fled to Earth. Later on, Jor-El discovered his work and built the computer to aid the Ruling Council. However, General Zod later corrupted its system and used it to wreak havoc and chaos on the planet Krypton. Due to the machine's superpowers, 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 was uploaded into the Black ship and accompanied Nam-Ek and Aethyr inside.

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.

See the subheading below for Brainiac's objectives on Earth.

### Krypton's Supercomputer

Brainiac's programming was designed in the early 20th century on the planet Krypton by the scientist Dax-Ur, who abandoned his work when he found it had the capacity to destroy entire planets, if not Krypton itself. Brainiac was intended to be a supercomputer that ran Krypton on a daily basis so technology on the planet did not have to be manually operated.

Years later, Jor-El completed Brainiac to aid in the war against General Zod, using its extensive knowledge to help the Science Council defeat Zod. However, its system was corrupted by Zod to aid in his efforts to take over Krypton: Brainiac then aided Zod and often conversed with his disciples about various attacks on Krypton's major cities and government buildings.

### Destroy Krypton

Brainiac, after getting corrupted and reprogrammed by General Zod, aided his cause and helped further his plans. Zod had Brainiac use his superpowers to cause more havoc and chaos there and Zor-El asked Brainiac to override the sercurity mechanism that protected the planet's central point so he could iginite the planet's core, which he did, which destroyed Krypton.

### Locate the Stones of Power

After General Zod was captured and imprisoned in the Phantom Zone for crimes that would eventually decimate Krypton, Brainiac was uploaded into the Black Ship, which also contained Zod's disciples Nam-Ek and Aethyr and sent away from Krypton's impending destruction to search the universe for the Stones of Power to release Zod.

## Season Four

### Arrive on Earth

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 Five

### Preparing Zod's Vessel

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.

### Lex as the Vessel

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.

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 (Smallville Episode), 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 Six

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 Seven

### Reboot and Repair

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.

### Destroy Kal-El

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.

### Control Kal-El

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 Eight

### Taking over Chloe

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.

### Thirst for knowledge

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.

## Alternate Universe

### Season Six

There was a doctor named Milton Fine at a mental hospital in Clark's delusion. However, this isn't actually Brainiac, rather just a figment of Clark's hallucination.

### Season Seven

In an alternate reality to which Jor-El sent Clark in 2008, Brainiac posed as Chief of Staff Milton Fine to serve President Lex Luthor. They planned to destroy most of Earth to re-create it in their own image but Brainiac also planned for Lex to become the vessel of Zod.

## Relationships

* Clark and Brainiac
* Lex and Brainiac