Brainiac 5 (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.

Brainiac later reappeared as **Brainiac 5**, a re-programmed version of his former self. He was now a part of the Legion of Super-Heroes. Brainiac had returned to ultimately help Clark get rid of his guilty feelings about his past by taking him through a trip throughout time. Brainiac also took Clark to the future so that he would see what he becomes to inspire him and move on. After Clark realized what he needed to do, Brainiac returned to the future.

## On the Show

### Season Ten

Two years after travelling to the 31st century with the Legion of Super-Heroes, 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.

## 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 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 also 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.

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

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

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

Clark can damage him greatly, Cosmic Boy was able to manipulate his inner metals using his mind, Saturn Girl entered his mind mentally and Lightning Lad 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.