Brainiac

From Smallville Wiki

Brain InterActive Construct
Family	None (Designed by Dax-Ur, created by Jor-El)
Occupation	Kryptonian supercomputer
Powers and Abilities	Vast intelligence, super strength, super speed, invulnerability, heat vision, X-ray vision, healing factor, replication, shapeshifting, electronic manipulation, flight, biological manipulation, information absorption, mineral manipulation
Played By	James Marsters
Status	Disabled (Teleported to the 31st century and reprogrammed as Brainiac 5)

"I was created by Kryptonians, but I'm a whole lot smarter." – Brainiac, Solitude

The Brain InterActive Construct, or Brainiac, is a Kryptonian artificial intelligence designed and built by the scientist Dax-Ur and Jor-El to aid in the war against General Zod, but was corrupted by Zod and used to assist in the destruction of the planet Krypton. After escaping to Earth in the Black Ship, Brainiac assumed human form as Dr. Milton Fine, a professor at Central Kansas A&M before seeking revenge on Clark Kent after being restored because Clark destroyed him.

In 2006, Brainiac unleashed a computer virus that infected every piece of technology on Earth, leading to Dark Thursday, and released Zod into Lex Luthor's body, but was destroyed by Clark using the Kryptonian dagger.

Brainiac resurfaced in 2008, killing his creator Dax-Ur to get the knowledge needed to repair his damaged system. He then put Lana Lang into a coma, and had Kara Kent follow him back through time to Krypton before its destruction to kill Kal-El as a baby. 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, and tried to put Chloe Sullivan in a coma too. Something went wrong when Brainiac tried to incapacitate Chloe (possibly because of her healing powers), and he was left in a severely weakened state. An angry Clark hunted down a damaged Brainiac and overloaded him with electricity, causing him to explode; Lana and Chloe awoke from their comas after Clark did this.

Brainiac was later revealed to still be active within Chloe, and took over the Fortress of Solitude while running a program from inside Chloe that drew the Kryptonian creature Doomsday to him for his plan to gain infinite knowledge and leave Doomsday to destroy Earth. He was subsequently defeated by Clark and the Legion of Super-Heroes, and taken to the 31st century by the Legion to be reprogrammed as Brainiac 5.

Contents 1 Physical Appearance 2 Personality 3 Powers and Abilities 4 Vulnerabilities 5 Objectives 5.1 Krypton's Supercomputer 5.2 Locate the Stones of Power 5.3 Preparing Zod's vessel 5.4 Lex as the vessel 5.5 Reboot and Repair 5.6 Destroy Kal-El 5.7 Control Kal-El 5.8 Taking over Chloe 5.9 Thirst for knowledge 6 Notes 7 Appearances 8 In the Comics 9 See Also 10 External Links 11 References

[edit] Physical Appearance

Brainiac is a Kryptonian supercomputer; as such, he is made up of microscopic parts that appear to the human eye as liquid. He can use his microscopic parts to shape-shift his body into any shape and color in which he mostly uses a human appearance that has a default setting as well as taking the form of other people and animals connected to Kal-El to manipulate his actions. His actual form has never been revealed, but was uploaded inside the Black Ship, which was eventually turned into Brainiac's hard drive before it was destroyed.

Brainiac's default appearance once he created an extension of himself is around 5'9" with brown hair and eyes. He can also create extensions from his body, such as knives and other stabbing weapons, as well as tendrils that allow him to interface with technology and corrupt nervous systems allowing him to control a person. Brainiac can also create numerous duplicates of himself by reproducing his microscopic body, creating a number of Brainiac copies.

Brainiac also has a three-sphere symbol that appears if he downloads himself on computers.^[1]

[edit] Personality

Brainiac is a computer; as such, he is extremely logical. Even in human form, Brainiac is incapable of love; he chastised Bizarro for falling in love with Lana Lang. He does, however, have a sense of humor; he has laughed on several occasions. In Legion Imra noted in the future his sadism is legendary (though so was his defeat).

Initially, Brainiac was free of personal ambition, choosing instead to dedicate its existence to serving Zod despite the fact that he is arguably stronger and more powerful than Zod, and inherited Zod's dislike of the House of El.^[2] But since he was nearly destroyed and his system core became damaged, Brainiac's objectives changed so Zod's grip over him ended, giving him free will and allowing him to create and follow his own objectives.^[3] Following his new objective of self-preservation, Brainiac targeted Clark Kent, who he saw as a threat to his existence, with the intent of destroying or controlling him and then his plan to gain infinite knowledge and to leave Doomsday to destroy Earth.

Despite having immense power and abilities, Brainiac rarely uses his power directly to attack others^[4], instead using his shapeshifting powers to assume human form and then attempting to manipulate others into taking actions to achieve his goals:

• Brainiac took the form of Milton Fine in an attempt to manipulate Clark into becoming a Kryptonian vessel for Zod, as well as to destroy the Fortress of Solitude. Brainiac later took the form of the deceased Jonathan Kent to try and convince Clark to kill Lionel Luthor, Jor-El's oracle.
• He took the form of Lionel to convince Clark to use Dax-Ur's shield to find blue kryptonite (and in doing so, to reveal the location of Brainiac's creator Dax-Ur).
• In an alternate universe, Brainiac took the form of Milton Fine to manipulate Lex Luthor into accumulating enough power to destroy Earth with nuclear weapons. He also used Lex to manipulate Kara Kent, planning to use her to free Zod and repopulate Earth.
• Brainiac assumed the identity of Kara to help manipulate Clark into being controlled by the Orb.

Brainiac is also ruthless, and is not afraid to hurt those close to Clark in an attempt to manipulate him:

• Martha Kent, whom he infected with a deadly Kryptonian disease.
• Lana Lang and Chloe Sullivan, both of whom he put into a paralyzed state of simultaneous pain and awareness.
• Kara Kent, whom he put into the Phantom Zone.

[edit] Powers and Abilities

Brainiac is the most sophisticated and advanced computer ever built, with vast stores of knowledge and intelligence. He has demonstrated all Kryptonian powers and abilities apart from super breath and super stamina as these relate to a Kryptonian's physiology whereas Brainiac is a computer and doesn't need these abilities. Brainiac did, however, upgrade his powers recently, becoming Brainiac 2.0. Furthermore, his powers work independent of Earth's yellow sun as they work by an ever lasting energy source; this gives him superpowers even on his home planet of Krypton.

Brainiac's power source is based around electricity, which he is requires using to fuel himself if running low on power. He requires trace metals from living species as well to sustain himself in humanoid form when he is greatly drained of power.

Brainiac also appears to possess an almost-infinite knowledge of the universe. When he passed on his knowledge to Chloe Sullivan, she knew almost everything about the planet Almerac.

Brainiac possess most of the native Kryptonian powers:

• Super strength: Although Brainiac is incredibly strong, he rarely uses his super-strength. While Brainiac was on Earth, he displayed super-strength numerous times. (Oracle, Legion, Splinter, Solitude) These are only a few episodes that Brainiac displayed his super-strength.
• Super speed: Brainiac used this most while collecting various viruses from around the world when preparing Lex for Zod.
• Heat vision: Brainiac uses this to kill people who threaten his plans. (Hypnotic) While in Chloe's body, Brainiac used some type of energy blast that shoot from his eyes. (Legion)
• Invulnerability: As a Kryptonian machine, Brainiac possesses invulnerability, and can only be penetrated by Kryptonian objects and when weakened. He can withstand attacks from other Kryptonians, as demonstrated when he has been punched by Clark.
• X-ray vision: Brainiac has the ability to see through any object. He used this ability in the episode Arctic when he assumed the form of Kara.
• Super hearing: Brainiac displayed this ability in Persona when he heard the Kryptonian beacon from Dax-Ur's shield.
• Flight: After rebooting and repairing himself, Brainiac decided to upgrade himself and powers to include flight. Brainiac has flown on two occasions, first in Veritas and then in Arctic as Kara.
• 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.
• Supercharged Brain Activity: Brainiac proved to be extremely smart. 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.

In addition to most Kryptonian powers, Brainiac also has the ability to control and corrupt technology and even living life-forms:

• Mineral manipulation: Brainiac was able to turn an ordinary rock into silver kryptonite, which was capable of inducing paranoia in Clark Kent. He could also drain trace metals (including zinc, magnesium, or iron) out of humans, ranging from Casey Brock (Gemini) to seven homeless men (Persona); this process proved fatal for the humans.
• 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.
• 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 Lang 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 Sullivan.

As a self-replicating entity, Brainiac is also capable of changing his form and replicating himself:

• Shapeshifting: Brainiac can turn his body into weapons, assume the form of a black liquid, or even disguise himself into another living form (including Jonathan Kent, Lionel Luthor, Kara Kent and his Milton Fine persona).
• Replication: Brainiac can create multiple versions of himself. (Hypnotic)
• Possession: Brainiac can infect a person with nanites that make up his body and after a certain amount of time (allowing the nanites to replicate enough) he can control that person's mind and body effectively possessing them.

[edit] Vulnerabilities

Despite being one of the most powerful entities in the Smallville universe, Brainiac is far from invincible. He fought Clark Kent in the Fortress of Solitude, but was eventually defeated and impaled on the crystals. Several months later, Brainiac posed as Jonathan Kent, only to be destroyed by Jor-El per his Kryptonian vessel, Lionel Luthor.

Clark stopped Brainiac's rampage with the Kryptonian dagger, destroying all copies of him. However, Brainiac's essence still resided within the Kryptonian black box. When Brainiac was able to regain human form, he had limited powers, and was forced to subsist on draining metals from rats and homeless men. Without the Black Ship, trace metals and electricity, Brainiac was virtually powerless. Despite this, however, he retained his immense knowledge and intellect. He could also still shape shift but the ability appeared to visibly pain him when normally if he had been up to full strength it would have been easy. Persona

Brainiac was vulnerable to Chloe Sullivan's metahuman healing factor; when he tried to paralyze her, her healing power kicked in and somehow greatly damaged the Kryptonian A.I. and his enhanced powers. Clark was able to subsequently destroy Brainiac by overwhelming him with electricity from a live power wire; this is similar to how Clark destroyed Bizarro by overwhelming him with energy from blue kryptonite.

Like many machines his 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 "techo exorcism" as Garth put it, his nanite body can be disabled and turned into a concentrated ball of black and silver metal. (Legion)

Brainiac's influence on humans seemed to require his physical form to be alive and sentient. When Brainiac was impaled on the console at the Fortress, Martha Kent was almost instantly cured of the disease Brainiac had inflicted upon her, despite the fact that Brainiac's essence continued to exist in the Kryptonian black box. ^{[citation needed]} Likewise, both Lana Lang and Chloe were almost instantly restored from their anesthesia awareness after Clark destroyed Brainiac.

[edit] Objectives

Brainiac was created by Dax-Ur, who saw the potential for danger in his creation, with this coming true as Brainiac was corrupted by General Zod. Since then, Brainiac has accumulated many plans for the planet Earth, and generally tends to have one main plan, with several back-up plans close to the original in case of failure, with all ending in the same result.

[edit] Krypton's Supercomputer

Brainiac's programming was designed long ago 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 created to be a supercomputer that ran Krypton on a daily basis so technology on the planet did not have to be manually operated.^[5]

Years later, Jor-El created 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.

Zor-El, Jor-El's brother, planned to destroy Krypton in order to fulfill Rao's prophecy. He asked Brainiac to override the lockdown that Jor-El had placed on Kandor's mine. Brainiac did so, allowing Zor-El to ignite Krypton's core and destroy the planet.

[edit] Locate the Stones of Power

After Zod was captured, Brainiac was uploaded into the Black Ship, which also contained Nam-Ek and Aethyr, and sent away from Krypton's impending destruction to search the universe for the Stones of Power to release Zod.

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.

[edit] Preparing Zod's vessel

"Impatience is such a pathetic human trait. But I suppose that's to be expected from someone raised by such a primitive race." – Brainiac, to Clark, Solitude

The Black Ship released Nam-Ek and Aethyr to search for Kal-El, now known as Clark Kent, so that 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 Professor 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.

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 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 battled, 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.

[edit] 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, 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. As the four Brainiacs were moving around the world, Lex Luthor'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 a bunch of 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.^[6]

Brainiac later returned to Smallville, and appeared to Clark and Martha Kent 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 Lang, 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.

[edit] Reboot and Repair

"I am the Brain InterActive Construct. No matter my form, my intellect remains formidable. Do not underestimate me." – Brainiac, to Bizarro, Persona

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.

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 Casey Brock, a lab technician.

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 to Brainiac 2.0.

[edit] Destroy Kal-El

"There's no yellow sun to charge you here." Brainiac, to Clark, Apocalypse

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 Lang 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 an alternate reality, Brainiac posed as Milton Fine to serve Lex Luthor, the President of the United States. They planned to destroy most of Earth to re-create it in their own image. Brainiac also planned for Lex to become the vessel of Zod. Back in the real world, 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, and when Clark wasn't looking put his programming into Kara's body to take control of her later. He started to take control of Kara after they got back to earth by using her energy to recouperate. Her started to pose as her and sent her to the Phantom Zone taking her form.  

[edit] Control Kal-El

"This is a simple matter of self-preservation. When I couldn't kill you, I knew I had to control you. " – Brainiac, to Clark, Arctic

Brainiac, posing as Kara, 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, and 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 one thing Clark objects to 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 disintegrat him. After Brainiac was finally destroyed, Chloe and Lana were released from his influence.

[edit] Taking over Chloe

"Soon a new age will dawn on Earth. An age of power and strength, and the fall of the House of El... Doomsday is coming." - Brainiac, Abyss

It was revealed that when Brainiac was attacking Chloe, he inadvertently gave 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.

[edit] Thirst for knowledge

"Knowledge is what fuels me." - Brainiac, Legion

But as a result of having Brainiac removed, he then seized and corrupted 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. It is unknown if Rokk meant that Brainiac was definitely gone or had simply become Brainiac 5.

[edit] Notes

• Being manufactured by Kryptonians, Brainiac can mimic Kryptonian powers as opposed to having his comic book counterpart's powers, such as telekinesis or the ability to manipulate powerful electric energy from his body. The exception that Smallville's portrayal of Brainiac can spread a computer virus, take control of living beings, and corrupt advance technology are nods to one of his other true abilities in the comics' continuity.
• In Fallout, it is revealed that even though the Black Ship disappeared after Zod retrieved the Kryptonian black box, Brainiac still resided within the black box.
• Smallville's version of Brainiac, being a Kryptonian artificial intelligence, is similar to his origin in Superman: The Animated Series.
• In many forms and as a recurring villain, Brainiac appeared in every season of Smallville except for Season 1, Season 2, and Season 3.
• Brainiac was portrayed by, besides James Marsters, John Schneider in Oracle, John Glover in Persona, Laura Vandervoort in Apocalypse and Arctic, and Allison Mack in Bride and Legion.
• In promotional commercials for Persona, Brainiac is described as a repaired and upgraded Version 2.0. Indeed, in Veritas, Brainiac has the ability to fly.
• Brainiac often appears to have a backup plan if his primary mission fails: He originally tried to release Zod, using Clark as his vessel yet, after being defeated, he instead used Lex. In Season 7, Brainiac used Kara's bracelet to travel into the past to kill baby Kal-El before he arrived on Earth, but when he was defeated by Clark and Kara, he disguised himself as Kara to trick Lex into controlling Clark with the Orb, and his plan to gain infinite knowledge and to leave Doomsday to destroy Earth.
• The reason Brainiac will become Brainiac 5 specifically in the future (besides the fact that that he is a character from the comics) is because four forms of him have been defeated on the show. One was destroyed in the Fortress by Clark in Solitude, another was destroyed by Clark using the Kryptonian dagger in Vessel, the rebooted Brainiac was destroyed in Arctic, and the fourth Brainiac was the little bit of himself that possessed Chloe which will be remade to be Brainiac 5.
• Although it was not obvious at the time, Brainiac revealed in Legion that he had been running a program while taking over Chloe to bring her and Davis closer together. Therefore, he had been unknowingly influencing her in Plastique, among other episodes.
• Brainiac has been featured more often than any other recurring villain, other than main cast members.

[edit] Appearances

• In Season 4, Brainiac appeared as the Black ship in Commencement.
• In Season 5, Brainiac emerged and appeared in his human guise as Milton Fine in Arrival, Aqua, Thirst, Splinter, Solitude, Hypnotic, Oracle, and Vessel. He displayed his shapeshifting ability in Oracle by transforming himself into the form of Jonathan Kent.
• In Season 6, Brainiac appeared as the Kryptonian black box in Zod, Arrow, and Fallout.
• In Season 7, Brainiac appeared in his liquid form in Wrath. His human guise was restored in Persona, where he also took the form of Lionel Luthor. He reappeared in Veritas and Apocalypse in both the real and alternate universe. In Arctic, it was revealed that he had been disguised as Kara Kent since Apocalypse, and was only returned to his human guise when an attempt to attack Chloe Sullivan backfired.
• In Season 8, he appeared in his liquid form in Abyss while his voice was heard in the final scene. He appeared as the corrupted Fortress of Solitude and in Chloe at the end of Bride and then in Legion.

[edit] In the Comics

Brainiac

The super-villain Brainiac as he appears in the pages of DC Comics is quite different from his interpretation on Smallville.

In the current comics, Brainiac is an artificial intelligence that originated on the planet Colu. This new version of Brainiac resembles a much larger and more muscular version of the original, pre-Crisis on Infinite Earths Brainiac, and has motives similar to the Superman: The Animated Series incarnation of the character, in that Brainiac travels the universe and steals the knowledge of various alien cultures, abducting and shrinking cities from each planet as samples, and then destroys the planet so that the value of the destroyed civilization's knowledge is increased.

The original earthly vessel for a version of Brainiac was Milton Fine, who was infected by nanite probes and served as a remote construct for the real Brainiac to find the last Kryptonian. Brainiac is a collector of rare (or, if he can help it, extinct) civilizations. Not long before the destruction of Krypton, Brainiac "bottled" the city of Kandor and held it in his collection. When it appeared that Brainiac had returned to Metropolis to attack Superman, he was defeated and brought to the Fortress of Solitude.

There, Superman had the robot looked over by his cousin Kara, who was sent from Krypton to look over baby Kal-El, but was trapped in suspended animation before coming to Earth years late. Still having vibrant memories of Krypton and its undesirables, Kara, now known as Supergirl, informed her cousin that the robot Superman had captured was in fact not Brainiac. Superman was soon captured by Brainiac after Superman found him attacking an alien planet and preparing to steal a city from its surface.

Superman escaped from his imprisonment on board an alien spacecraft and saw Brainiac emerging from his "bio-shell." Brainiac's ship then traveled to Earth and prepared to abduct the city of Metropolis. Brainiac successfully stole Metropolis, and prepared to fire a missile that would destroy the sun and the Earth itself. Supergirl stopped the missile, while Superman battled Brainiac. Superman knocked Brainiac out of his ship and into a swamp, where Brainiac was overwhelmed by the microscopic organisms covering his body; Superman used this distraction to defeat Brainiac. While Superman freed the cities of Metropolis and Kandor, the villain launched a missile to the Kent Farm in an act of spite. The farm was destroyed, and Jonathan Kent suffered a fatal heart attack because of it.

Currently in Superman: New Krypton, Brainiac is imprisoned on Earth by General Sam Lane and is being studied in hopes of providing the United States Armed Forces with ways to kill Kryptonians,should Earth's 100,000 new Kryptonian residents start any trouble.  

Brainiac 5

The super-hero Braniac 5 is very different in the comics from the version in Smallville. 

In the comics (currently) Brainiac 5 is a decendant of the original Brainiac who came from the planet Colu. His real name is Querl Dox and is an organic being. Brainiac found a way in the future to pass his genetic code down organically. Unlike Smallville Brainiac 5 has a 12th level intelect and a Legion flight ring; he has no other super-powers. Brainiac 5 helps lead the Legion of Superheroes and frequently helps Superman. Most of the time Brainiac 5, or Brainy as most call him, has a problem with the original Brainiac and calls himself the black sheep of his family dedicated to doing good for the world hoping to make up for the bad the Brainiac did.

[edit] See Also

• Black Ship
• General Zod
• Silver kryptonite
• Kryptonian black box
• Dax-Ur
• Project Mercury

[edit] External Links

• Brainiac on Wikipedia
• James Marsters as Brainiac on Wikipedia
• Brainiac on Wikia DC Animated Universe
• Project Mercury blog

[edit] References

1. ↑ Legion
2. ↑ Abyss
3. ↑ Veritas, Legion
4. ↑ Brainiac has only physically confronted Clark a handful of times, and most of those battles were instigated by Clark or part of a plan to provoke Clark. Brainiac goaded Clark into attacking him in Vessel as part of a plot to free Zod. Brainiac didn't use his powers to kill an adult Clark on Krypton, instead shapeshifting into Kara and trying to manipulate Clark into being controlled by the Orb. Clark finally attacked Brainiac in Arctic, but this confrontation was instigated by Clark and not Brainiac.
5. ↑ http://uk.youtube.com/watch?v=pWmmrdIsNnQ
6. ↑ Project Mercury blog