|Family||Dax-Ur (designer), Jor-El (creator)|
|Occupation||Member of The Legion|
| Powers and|
|Vast intelligence, super strength, super speed, invulnerability, heat vision, X-ray vision, replication, shapeshifting, electronic manipulation, flight, biological manipulation, information absorption, mineral manipulation|
|Played By||James Marsters|
|Status||Active (in the 31st century)|
- "I am the Brain Interactive Construct. No matter my form, my intellect remains formidable. Do not underestimate me" – Brainiac, to Bizarro, Persona
The Brain InterActive Construct, or Brainiac, is a Kryptonian artificial intelligence designed by scientist Dax-Ur and later built by scientist Jor-El to aid in the war against Zod, but was corrupted by Zod and used to assist in the destruction of the planet Krypton. After arriving on Earth in the form of 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.
Two years later, he reappeared as Brainiac 5, a re-programmed version of his former self. He was now apart of the Legion of Super-Heroes. Brainiac 5 had returned to protect Clark from a vengeful guidance councilor, but ultimately to rid Clark of his guilty feelings about his past, primarily about Jonathan's death, by taking him through a trip throughout time. Also, he shows Clark the present where Oliver's current pain about revealing his identity is affecting him because Clark has yet to show support. Brainiac 5 also came to take Clark to the before future so that he would see what he becomes to inspire him to move on. After Clark realized what he needed to do, Brainiac returned to the future.
Brainiac was given a human-like form by Jor-El on Krypton but the actual complexion of that form remains unknown. His program structure was uploaded inside the Black Ship, which was eventually turned into Brainiac's hard drive before it was destroyed.
However, although not confirmed, it seems as if his computer form was that of a coelectromagnetic-like triangle symbol with the three atoms on each point, which would explain why he was able to deactivate the internal defense mechanism that protected the planet's core reactor because, as the primordial computer, he would have access to all databases on the planet.
Because he is made up of microscopic parts that aren't limited to a certain visage, he is able to shapeshift into any form, with any color/pigment. Due to this property, he appears as a human named Milton Fine on Earth.
Brainiac's human 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 is a computer, making him extremely logical, and as such, is incapable of love; he chastised Bizarro for falling in love with Lana Lang. He does, however, have a sense of humor; he often makes jokes, though usually of a cruel, mocking nature and has laughed on several occasions. Imra Ardeen of the Legion of Super-Heroes once noted that Brainiac's sadism is legendary in the future (though so was his defeat). (Legion)
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. (Abyss) But since he was nearly destroyed and his system became damaged, Brainiac's objectives changed so that Zod's grip over him ended, giving him free will and allowing him to create and follow his own objectives. (Veritas, Legion) 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 he planned to gain infinite knowledge and leave Doomsday to destroy Earth.
Brainiac seemed to develop a warped fixation with Clark Kent, even rebuking Bizarro for considering himself Kal-El's superior and calling him "a pale shadow".
Despite having immense power and abilities, Brainiac rarely uses his power directly to attack others, 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 Luthor to convince Clark to use Dax-Ur's shield to find blue kryptonite (and in doing so, to reveal the location of Dax-Ur (Brainiac's creator).
- In an alternate universe, Brainiac took the form of Milton Fine to manipulate President 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:
- Had infected Martha Kent with a deadly Kryptonian disease.
- Had put Lana Lang in a paralyzed state of simultaneous pain and awareness.
- Had put Chloe Sullivan into a paralyzed state of simultaneous pain and awareness.
- Had put Kara Kent in the Phantom Zone then posed as Kara.
In many ways, Brainiac 5 is driven to atone for the sins of the original corrupted version of Brainiac. The original Brainiac was corrupted and became a tool for evil at the hands of General Zod. Then Clark Kent saved him and enabled him to be reprogrammed for good.
Brainiac 5 was driven to do the same for Clark: to save him from the growing corruption within his heart, and prevent him from becoming a tool for evil at the hands of Darkseid. According to Brainiac, that darkness was the past, and how Clark punishes himself and everyone around him for his past mistakes - along with his fear of the future.
Brainiac may have had a broader directive to protect Clark. He also altered a Smallville High School counselor's mind so that she wouldn't attack Clark Kent at his reunion.
Brainiac 5 retains the same logic that he had when he was Brainiac, and seems as cold and indifferent to emotional responses as before. He also has the same dry wit. This prevented Clark from seeing the change in him at first particularly as he was not afraid to show Clark the painful memory of when Jonathan Kent died. In the end however, Clark sees that he is empathetic and was trying to teach Clark that every human being is responsible for his her own choices and that he should not blame himself for the choices of others.
He still has a hint of arrogance to him, telling Clark that he invented time travel and brought the Legion into a new age of heroism (though if the former claim is true, the latter is undoubtedly a well-deserved accolade). He also seems to be able to control and stop time as well merely by thought, no doubt due to his computer-like abilities being directly connected to the Legion Ring. Despite this, Brainiac 5 does not interfere with past, present, or future events leaving fate to its own design, which shows that he respects and has faith in humanity despite being a flawed race.
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 on 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 computer, and not a Kryptonian, he can never get tired, unlike Kryptonians who have elevated stamina but not unlimited, and can, unlike Kryptonians, see through lead. 
It still remains unclear as to whether he possess 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 and he gained the power of flight, and became Brainiac 2.0 in his programming. 
Brainiac's main known power source is based around electricity, which he requires, and uses to fuel 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.(Arctic) 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 machine built by Kryptonians, possesses extraordinary strength, allowing him to easily overpower and manhandle humans, (Aqua, Hypnotic, Oracle, Veritas and Arctic) and even some aliens, as seen when he fights the Legion of Super-Heroes. (Legion) Under normal circumstances, Brainiac can fight Clark, and even restrain him. (Solitude, Splinter, Oracle) But Brainiac is still weaker because he's a machine. 
- Super Speed: Brainiac can move and react at speeds that greatly exeeds the sound barrier. In this ability, Brainiac can travel to any region, landmass, or state on Earth in a matter of seconds. (Splinter, Solitude, Hypnotic, Oracle, Vessel, Zod, Veritas, Arctic, Legion)
- 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, and can survive in space, (Veritas, Apocalypse, Arctic) and is immune to all earthly diseases. (Hypnotic, Oracle) Brainiac can withstand bullets. (Aqua) He can fight Kryptonians and hold his own. (Oracle, Arctic) Brainiac could even survive many nuclear explosions (Apocalypse)
- 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. (Arctic)
- Heat Vision/Energy Projection: Brainiac can emit extreme heat vapors and fire beams from his eyes. He can hurt Kryptonians with this ability. (Splinter, Solitude) He often uses this ability to kill people who threaten his plans. (Hypnotic) He melts metal fence with this ability. (Arctic) Being able to achieve energy emissions, he can also shoot waves of energy from his eyes, as demonstrated inside Chloe's body. (Legion)
- X-ray Vision: Brainiac has the ability to see through any type of physical matter, even lead. (Arctic)
- 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. (Veritas, Arctic)
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. (Vessel, Persona, Legion)
- 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, galaxies, and planets. 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. (Persona)
- Electronic Manipulation: Brainiac was able to spread a single computer virus that rapidly spread to every major city on Earth, causing Dark Thursday (Vessel) and was able to spread another computer virus to seize human minds and absorb it through the use of every computer on Earth. (Legion)
- Information Absorption: Brainiac can create tendrils which connect to humans, allowing him to download information from their brains or rather feed on their knowledge. (Persona)
- Longevity: 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. (Splinter) 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.
- 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. (Veritas) He can as well give a part of himself to a host and take control of the living being as he did with Chloe. (Legion)
- 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. (Veritas)
- 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, he can control that person's mind and body, effectively possessing them. 
- Time Travel: Brainiac can transverse through any point or moment in time. (Apocalypse, Homecoming)
- Time Freeze: Brainiac 5 could freeze the time itself. (Homecoming)
Brainiac is extremely resistant to damage, devoid of any Krytonian weaknesses, but 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[Citation needed]. 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[Citation needed]. Brainiac can be weakened, and get tired, by damaging his Kryptonian inner hard-drive built by Dax-Ur[Citation needed]. Brainiac's influence on humans and other organisms seemed to require a physical, tangible form, and has been described as being sentient in nature.
Clark 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. (Legion)
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. (Legion)
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 picked up where Dax-Ur left off, and gave Brainiac a human-like form 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.
Centuries later since Krypton's destruction, the Black ships stays motionless in the dark part of the cosmos waitng for a sign, and Lana Lang, while being possessed by Margaret, kills Genevieve Teague with the Crystal of Air, which alerts the Black ship, and reveals that the Stones of power are on Earth, and the ship head 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.
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.
Jor-El's brother Zor-El, who planned to destroy Krypton in order to fulfill Rao's prophecy, 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.
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 overide 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.
Arrive on EarthEighteen 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.
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 travels to Earth and lands in a field, releasing two Kryptonians named Nam-Ek and Aethyr. They search for Jor-El's son Kal-El, now known as Clark Kent, so he could release Zod. Aethyr and Nam-Ek offered him the chance to join them and re-create Krypton on Earth with Zod as their leader, but Clark placed them in the Phantom Zone. Brainiac then had to create a humanoid extension of itself and created the persona of Milton Fine, a history professor at Central Kansas A&M. Fine taught Clark at Central Kansas A&M, and offered him a job as his research assistant, explaining that he needed help in writing an exposé about
LuthorCorp's clandestine activities; Clark later accepted the job in light of his deepening distrust of Lex Luthor.
Fine's access to LuthorCorp allowed him to obtain classified information about its top-secret projects. He learned of Project 1138, the development of a vaccine for a vampiric disease that was caused when cave bats were exposed to kryptonite radiation; Fine used this discovery to cause further friction between Clark and Lex.
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 fought, and Clark sent Brainiac flying into the Fortress' console, impaling him on the crystals. Once Brainiac was defeated, Martha was instantly cured. At the same time, the Black Ship vanished from Warehouse 15.
Lex as the vessel (Brainiac 2.0)
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'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 several 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.
Brainiac later returned to Smallville, and appeared to Clark and Martha in the form of the recently deceased Jonathan Kent's spirit in an unsuccessful attempt to manipulate Clark into killing Lionel Luthor.
Lex was unaware that Fine himself was the threat, and began to work with him on a top-secret project: Project Mercury, a vaccine that would supposedly inoculate millions of people from all known diseases. Fine and Lex worked together for several weeks until the vaccine was ready. However, on the day they were to meet to discuss the finished product, Lex had since been warned of Fine by Lana, who suspected that Fine was evil. Lex questioned Fine's motives and tried to use green kryptonite against him, but it had no effect on Fine. Fine revealed that he was 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.
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.
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.
Reboot and Repair (Brainiac 3)
- "I am the Brain InterActive Construct. No matter my form, my intellect remains formidable. Do not underestimate me." – Brainiac to Bizarro, Persona
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.
- "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 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 and, 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, and the secret to control the Traveler.
- "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
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 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.
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, to Jor-El, Abyss
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
- "Knowledge is what fuels me." – Brainiac, to Clark, Legion
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.
- "The problem is, Kal-El, you and I aren't very different. We were both created in one way or another by Jor-El; both intended to save civilizations, to bring peace to a brutal world. But neither of us...was immune to corruption." - Brainiac 5, to Clark, Homecoming
After two years, 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.
Milton Fine was a doctor at a mental hospital in Clark's delusion.
In an alternate reality that Jor-El sent Clark to, Brainiac posed as Chief of Staff Milton Fine to serve President 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.
- Season Four:
- Season Five:
- Season Six:
- Season Seven:
- Season Eight:
- Season Ten:
- Season 11
- Original Brainiac: Guardian (flashback only)
In the Comics
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 (which later migrated into Doomsday, the Brainiac 2.5 android, and finally into Lena Luthor), served and sent 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.
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. Lex Luthor, imprisoned, is assigned to discover his secrets. Luthor eventually manages to use Brainiac's connection to his ship to kill the soldiers assigned to watch him. Brainiac manages to free himself from Luthor's control, forcing him onboard the ship, and the two make their escape. The two masterminds form an alliance against Superman, with a plan Brainiac had.
Brainiac plays a major role in the Brainiac and the Legion of Super-Heroes storyline. He is also the main villain of the Superman: Last Stand of New Krypton arc event. But, finally, Brainiac was defeated by the combined forces of the entire Superman Family, Zod and the Kryptonians, the Legion of Super-Heroes, and the betrayal of Lex Luthor (revealed to be a robot double of him, while the real Luthor was on Earth in league with Sam Lane). Brainiac was captured again by his descendent Brainiac 5 to be taken to his clone son, Brainiac 2 to their home planet of Colu, to face charges for his crimes against the universe.
Following the destruction of New Krypton at the hands of Sam Lane, Brainiac managed to escape from Colu and appears to be the final foe that Lex Luthor faces during his hunt for a Black Lantern power ring. Brainiac reveals that he had been following Luthor's quest for the ring, and that he had secretly been manipulating him as part of a scheme to unleash a god-like entity from the Phantom Zone. In the ensuing battle, Luthor reveals that he had been aware of Brainiac's intentions from the beginning, and easily defeats him through the use of his advanced nanites in his armor. After besting Brainiac, Luthor stops him by snapping his neck, leaving his lifeless body floating in space.
The New 52 BrainiacBrainiac (referred to at first as 'The Collector of Worlds') is first seen as the mysterious informant that supplies Lex Luthor information of Superman and his alien nature. Clark is having a dream of Krypton's final moments in which an artificial intelligence that controls the planet wakes up robots in an attempt to preserve the Kryptonian culture. Later, while Clark conducts an interview in a robotic factory, s the same harvester robots appear. At the same time John Corben, who is receiving his last adjustments in his transformation into Metallo, is suddenly possessed by the artificial intelligence who demands for Superman. The robots create havoc throughout Metropolis but Superman soon realizes that they are really after him. Superman fights the possessed Metallo with the help of John Henry Irons. Although they managed to defeat him, the alien sentience had already miniaturized and bottled the city of Metropolis and took it to his ship in space. Superman travels to the ship to find many alien bottled cities, Kandor included. The alien identifies himself as a being from the planet Colu where he was known as C.O.M.P.U.T.O and on Krypton he was called Brainiac 1.0. He claims that without Superman and the ship that brought him to Earth, his Kryptonian collection is incomplete, and for that he must pass a test: pulling the life support of both the Kandor and Metropolis bottles, he must decide which city to save, using indestructible Kryptonian clothes he also preserved. Superman decides on neither and wears the Kryptonian clothes (which instantly morphs in the familiar Superman costume). Brainiac sends Metallo to attack Superman, but due to Superman reasoning with him over his feelings for Lois Lane, he breaks free of Brainiac's control and joins Superman in his attack. Superman then uses his rocket from Krypton that had also been miniaturized with Metropolis to attack Brainiac's mind, which the rocket was able to do since it's primary mission was to protect Kal-El. In doing so, Metropolis was returned to Earth and Superman took possession of Brianiac's ship and made it his new super citadel.
However, the ship Clark was placed into as a child was described as having "Brainiac AI" leaving the identity of the Collector of Worlds in doubt. However, the Colony of the Collector of Worlds told Superman that he was different technology that went by different names and he began on Yod-Colu he began as C.O.M.P.U.T.O., Noma, he was called Pneumenoid, on Bryak it was Mind2, and on Krypton he was called Brainiac 1.0 and finally on Earth, he is the Internet.
Brainiac 5 ("Brainy" for short) is a direct descendant of Superman's long-time enemy, Brainiac and a long-standing member of the Legion of Super-Heroes, using his 12th level intelligence to often save the day.
He is an expert on the science of time-travel and often considered the one responsible for a majority of the Legionaire's weapons and technology. Due to the DCU's constantly changing continuity, there has been multiple version of the Legion and of Brainiac himself. In many versions however, Brainiac has been portrayed as highly-intelligent, yet extremely arrogant and condescending individual who seems easily annoyed at the fact that his Legion teammates are not as smart as he is. Ironically, despite his ancestor being one Superman's greatest foes, the Pre-Crisis Brainiac 5 had a serious long-term relationship with Superman's cousin Kara Zor-El, AKA Supergirl.
At the turn of the millennium, Brainiac revealed that he had placed a sleeper virus in LexCorp's Y2K bug safeguards which was intended to dramatically boost his abilities. Instead, it allowed his upgraded future self, Brainiac 13 (or "B-13"), to travel from the 64th century to the present day and take control of Brainiac 2.5's body. Brainiac 13 began transforming Metropolis into the 64th century version of the city, which he controlled. Although Brainiac 13 was able to gain control of several android superheroes, such as the Red Tornado, Hourman, and the Metal Men, and use them against Superman, Superman discovered during a fight with the Eradicator — attempting to stop the Kryptonian program from 'hi-jacking' the B13 virus and using it for its own ends — that Brainiac 13 could not cope with Kryptonian technology because he was not compatible with it, giving Superman a plan to stop Brainiac's scheme.
- Brainiac first appeared in Action Comics #242 (July 1958).
- Besides James Marsters, Brainiac was portrayed by John Schneider (Jonathan Kent) in Oracle, John Glover (Lionel Luthor) in Persona, Kristin Kreuk (Lana Lang) in Veritas, Laura Vandervoort (Kara Kent) in Apocalypse and Arctic, and Allison Mack (Chloe Sullivan) in Bride and Legion.
- James Marsters who provided the voice of Lex Luthor in Superman: Doomsday and reprises his role in the upcoming MMORPG video game DC Universe Online will provide the voice of Brainiac as well.
- There were plans to have James Marsters return as Brainiac in Zod, but he was unavailable at the time. 
- 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 the Smallville 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.
- Brainiac's powers and abilities help General Zod win the War, this ultimately resulted in Krypton's destruction.
- Brainiac is the main antagonist of Season Five, and a supporting antagonist in Season 7 and Season 8.
- The Smallville 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 Season Four, Season Five, Season Six, Season Seven and Season Eight.
- Brainiac would appear in Superman III, undercover specialist in computer programming Gus Gorman (Richard Pryor). This explains the villain's plan to build a super-computer. Most likely, Brainiac would have some guilt by reprogramming of Superman that brought about its dark side. But in the final version of Brainiac was not identified as the villain and Gus for all purposes, the villain of the comics did not appear in the film.
- Just like in the comics how Jonathon Kent's death was caused by Brainiac, in Smallville, Brainiac is the main antagonist of the season and was a factor of stress Jonathon deals with in Season 5 that helps lead to his death. Even though many factors are involved, mainly with that of Jonathon taking on Clark's powers led to a heart attack and further growing stress on his heart, Brainiac is still a minor factor that helped indirectly put on more stress after Brainiac tried to kill Martha and use Clark as a vessel for Zod.
- 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: In Season 5, 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 in Season 8 to gain infinite knowledge and to leave Doomsday to destroy Earth was disrupted by Doomsday not being ready yet and Clark interferring, causing him to instead attempt to destroy Earth himself.
- 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 when Clark threw him into the Fortress's console in Solitude, another was destroyed by Clark throwing the Kryptonian dagger at him in Vessel (also causing the copies from the plane and such to be destroyed), the rebooted Brainiac 2.0 was destroyed when Clark used electricity to override and fry him in Arctic, and the fourth Brainiac was the little bit of himself that possessed Chloe and was defeated when Clark and the Legion extracted him and was 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.
- If one counts only episodes where he was played by an actor, Brainiac appeared in 16 episodes, making him the 3rd most frequently seen recurring character in the series after Jor-El and Nancy Adams. He also apppeared in as many episodes as series regular Kara Kent and in more episodes than series regulars Major Zod and Davis Bloome. If one counts his ship and black box as appearances, than he appeared in 23 episodes, making him the 2nd most frequently seen recurring character after Jor-El, and apperaing in more episodes than series regulars Whitney Fordman, Jason Teague, and Kara Kent in addition to Zod and Davis.
- Brainiac briefly appeared in a flashback in Finale, Part 2.
Other faces of Brainiac
- Legion of Super-Heroes
- Black Ship
- Silver kryptonite
- Kryptonian black box
- Project Mercury
- Episodes featuring Brainiac
- Brainiac on Wikipedia
- James Marsters as Brainiac on Wikipedia
- Brainiac on Wikia DC Animated Universe
- Brainiac on DC Database
- Brainiac's Skull Ship on DC Database
- Brainiac on Super Friends Wikia
- Brainiac's ship on Super Friends Wikia
- Brainiac's Skull Ship on Super Friends Wikia
- Brainiac on Superman Wikia
- Project Mercury blog
- ↑ 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 from the Phantom Zone. Brainiac didn't use his powers to kill an adult Clark on Krypton, instead shape-shifting 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.
- ↑ http://uk.youtube.com/watch?v=pWmmrdIsNnQ
- ↑ Project Mercury blog
- ↑ Smallville The Official Companion Season 6
|Kryptonians in Smallville|