Clark first met Brainiac while posing as Professor Milton Fine at Central Kansas University. Clark arrived late to his class to which caught Fine's attention. He pretended to be interested in Clark's story only to find a good transition to talk about Lex Luthor and his evil doings. He compared Lex with violent dictators like Stalin, Hitler or Napoleon, which prompted Clark to defend Lex. Clark later followed Professor Fine to excuse himself for being late. They had a brief conversation about personal attitudes towards life and then Fine offered Clark a job to find out the truth about Lex Luthor himself. Fine went on to say that he still needed a few research assistants, but Clark didn't take the opportunity. Clark then later thought about Professor Fine's warning and wondered if Lex knew what he had become and what he was going to become. Clark told Lex about Fine's bad opinion towards he and his company and then seriously regreted to have defended Lex. Later, Clark called on Professor Fine to ask him if he was still looking for research assistants. Fine specified all the conditions Clark had to fulfill to he agreed with Fine and his idealistic attitude.
Lex later asked Fine if Clark was providing information on LuthorCorp, but Fine denied Clark's involvement. Fine later met Clark at Smallville Medical Center, claiming to be visiting a sick colleague. He asked about Chloe Sullivan's condition and Clark admited that he thought she was attacked by a vampire. Fine looks at Chloe's chart and tells him to ask Lex about Project 1138. Lex got Clark to admit that Fine was the one who told him about Project 1138 and told him that Fine was obtaining highly-classified documents. Lex went to warn Clark to stay away from Fine.