Lex Luthor and Brainiac in Season Five.

The "partnership" between Lex Luthor and Brainiac was a highly manipulative one.

Season Five

Lex found the Black Ship after hearing about it from Lana Lang in the aftermath of the second meteor shower to hit Smallville. He stored it in Warehouse 15; shortly after, Brainiac emerged from it.

Weeks later, Brainiac took on the alias of Milton Fine a professor of history at Central Kansas A&M. Among his students was Clark Kent. He pretended to be interested in Clark's story only to find a good transition to talk about Lex's evil doings. He compared Lex with violent dictators like Stalin, Hitler and Napoleon, prompting Clark to defend Lex. Brainiac knew of Clark's previous friendship with Lex to which Clark denied didn't exist anymore. Brainiac offered Clark a job to find out the truth about Lex but Clark turned it down.


Lex meets Milton Fine

Brainiac was later approached by Lex who accused him of researching certain LuthorCorp projects that have yet to have been public knowledge. Lex asks him if Clark was providing the information, but Brainiac denied Clark's involvement. Lex then told Fine that he had great influence in the CKU review board. Brainiac sometime later went to the Luthor Mansion and told Lex that he didn't have to investigate his past, because he would provide him with anything he wanted to know. He gave Lex a file on himself and told Lex that he knew he was using funding from the University to conduct LuthorCorp experiments. Lex seemed to back off, but he sent a guard after Fine whom he killed. Fine later informed Clark about Project 1138, a LuthorCorp project involving a rabies-like virus. Lex later got Clark to admit that Fine told him about the project. He also told Clark that Fine was obtaining highly classified documents. He warned Clark to stay away from Fine.

Brainiac sent Lana a piece of silver kryptonite with a note saying it was from Lex.


Lex with Brainiac in Honduras

Brainiac disappeared along the ship and Lex spent months trying to track him down. Lex became interested in Milton Fine's research and finally managed to track him down in Honduras. Fine lied about his presence there, saying he was a CIA agent researching the Black Ship (the true form as the Brain InterActive Construct). When Lex questioned his true intentions, Brainiac shape-shifted his hand into a knife and prepared to kill him, but relented when Lex suggested they work together to make a vaccine that could cure all known illnesses. After dealing with Luthor, Fine made several copies of himself to aid Lex in gathering viruses to make the vaccine.


Brainiac threathens Lex

When Lionel Luthor (Lex's father) tried to warn Lex about Fine, Lex continued to work with him despite having his doubts about him. Fine later entered Lex's room when he was listening to a Luthorcorp agent tell him they couldn't find Fine anywhere. Fine mused about the supposed origin of the toast while asking Lex why he was cut out of the loop with the vaccine's progress. Lex explained that he wasn't about to hand a possible chemical weapon to someone who's agenda was still up for grabs, saying he didn't believe Fine's CIA bluff. Fine asked what threat the vaccine could possibly pose, but then Lex flashed a piece of green kryptonite in his face. Fine, somewhat impressed by Lex's initiative, told him "Close, but I'm not one of them. I was only made by them" before shape-shifting his fingers into a long blade positioned at Lex's throat, threateningly asking him, "Where's the vaccine?" Lex took Fine to the vaccine prep room, telling him it was ready for mass-production, but Fine countered him with "I never intended to mass-produce the vaccine. One dose was all I ever needed." before injecting Lex with the vaccine and destroying the chamber.


Brainiac using himself as Zod's portal after being impaled by Clark's dagger...

Fine kidnapped Lex and gave him Kryptonian abilities in order to make him a suitable vessel for his master Zod to inhabit.
Svvessel520 that Zod enters Lex's body.

Fine was later used as the conduit through which Zod possessed Lex when Clark stabbed him with a Kryptonian dagger.

Season Six

Lex found the Kryptonian black box (which contained Brainiac's hard drive) on his desktop after the events of Dark Thursday and after Clark exorcised him from Zod's control.

Lex hired Dr. Groll to examine the box. Dr. Groll showed him the results of the tests he conducted on the box and explained that it was an extremely potent power source that could also be used as a weapon. Lex was determined to find about that the box that and persisted that Dr. Groll continued to work on it.

Lex learned that Dr. Groll had disappeared and left behind only a schematic of the Kryptonian black box. Lex later discovered that Lana had the box in her possession and demanded she give it back. Lana at first refused saying the box was dangerous but eventually agreed laying it out in Lex's library. Lana made an ultimatum that either she leaves or the box does. Before could give an answer, the Phantom Zone prisoner Baern broke in and absorbed the last of the black box's energy leaving behind just a pile of ash.

Season Seven

"I always thought the Traveler was meant for good, even he thinks he is, but he went home from Krypton and learnt the truth about his fate. He won’t save mankind, he will destroy it." - Brainiac (as Kara Kent), to Lex Luthor, Arctic


Lex examines Project Scion

A year later, Lex had the dust examined and with it started Project Scion. Lex met with Dr. Jansen who reported the results from Project Scion which was that the dust that was the remainder of Milton Fine's ship had liquefied. Dr. Jansen warned that the liquid was sentient and alive, only subdued by meteor rock. Lex had the liquid stored at Plant Number Four but it escaped after Lana gained Clark's abilities and wrecked the lab to find out the truth about Scion while having a brief showdown with Clark. Lex was determined to find the liquid as he believed it bring upon the apocalypse. The liquid ended up infecting a female lab employee.

180px-President Lex 718

Lex as President and Brainiac as Chief of Staff

When Jor-El showed Clark a parallel reality, Lex was the President of the United States and Brainiac was his Chief of Staff and closest adviser. Unknown to anyone, Brainiac's plan was the same as in the real world: use Lex as Zod's vessel, but with a twist: use Kara to repopulate the Earth. It was unknown if this plan succeeded because Clark was transported back to his reality.

Orb and Kara

"Kara" trying to steal the orb from Lex's safe.

Months later in his human form once again, Brainiac sought to control Clark using the Orb and learned that Lex had the device in his possession. Brainiac was unable to use the Orb as it was meant to protect the human race meaning only a human could use the device. Brainiac (disguised as Kara Kent) told Lex the truth about the Traveler (i.e. Clark), thus sending Lex to the Arctic Circle to fulfill his destiny against the Traveler.


See also

Lex Luthor in Smallville
Family Luthors: Lionel, Lillian, Julian, Lachlan, ElizaTess MercerLucas Luthor
Clones LX-13Conner KentGrant GabrielAdrian CrossClones
'Ships Clark (destiny) • LionelJonathanJasonOliverBrainiacTessLanaChloeHelenLoisKara
Work LuthorCorpTalonDaily PlanetLexCorp
Other Luthor MansionLex's resumeCompassDestinyBlack gloveWatchemailHomicidesNear-death experiencesEpisodes