Original subtitles

[wind whooshing]

Check.

(Brainiac) 'By now you must know you cannot keep me at bay.'

'Why would you want to?'

I am after all such an integral part of who you are.

[thunder rumbling]

You are merely the residual programming

of my ancient and evil ancestor. Nothing more.

Then why, Brainiac 5, are you so afraid

you won't win this contest between us?

Slam

[grunts]

[shattering]

I've had enough of these games.

I want you out of my head, now!

Boom

(Brainiac) 'You can be so much more'

'if you simply embrace our legacy.'

Embrace the untapped potential within you.

Embrace me.

I am not like you, Brainiac.

I don't share your obsession to control humanity.

I only wanna understand it. Be a part of it.

I reject everything you stand for!

[gunshot]

Boom

[glass shattering]

Imperiex.

How did you get past my firewalls?

Remember all those files I downloaded from Computo?

They revealed a backdoor into your programming.

Then you awakened the Brainiac programming.

You're the reason I have been slowly going insane.

I've only aided an evolution you were already destined for.

Why?

Because I've seen what you become.

And I know that together

we could bring forth a new world order.

The only thing I want to bring forth is an end to you!

Swoosh

You can't escape your destiny.

[gasps]

I can't escape my destiny.

Can I?

[theme music]

[music continues]

[dramatic music]

[rockets droning]

(Imperiex) 'Warriors!'

As we stand here on the eve of one final battle

to determine control of the galaxy..

I ask you, are you ready

to bring forth the eternal darkness?

Are you ready to spread my message of pain and anguish?

Are you ready to unleash destruction and chaos?

[all cheering]

And once Brainiac 5 joins our alliance

no one, not even the Legion of Super Heroes

will be able to stop us.

[dramatic music]

Legionnaires!

As I speak, the largest military force

the galaxy has ever seen mobilizes.

It's objective, to end civilized life as we know it.

'Now, more than ever the United Planets will look to us'

'to uphold our sworn duties'

'to use our powers for good'

'to fight for justice'

'to protect the innocent.'

Because we, we are the Legion of Super Heroes.

(all) Long live the Legion!

Now let's get to work.

(Kell-El) 'He is acting strange.'

(Superman) Brainy acting strange? I hadn't really noticed.

I am just saying we can't afford him

being an unknown variable

at a time when so much is at stake.

Look, I know, you've never fully trusted Brainy

because of the possibility of him

going bad in the future but...

Possibility? It's more than that.

Maybe it won't happen for years

but one day your little buddy

goes all old-school Brainiac on the galaxy.

That's only if something isn't done to change his path, Kell.

I don't know if anyone's destiny is written in stone.

Maybe he will go on to become a pastry chef instead.

Who knows? I just don't need him interfering with my destiny.

(Superman) 'And he won't.'

'You will have your shot at Imperiex.'

(Brainiac 5) 'This training session will familiarize you'

'with the more common dominator attack patterns.'

Questions?

No. Then, let's begin.

Computo, level one.

[dramatic music]

Okay, guys. Let's kick some simulated butt.

[Timber Wolf roars]

[grunting]

Pew pew pew

Ah!

Control has always come naturally to you. Hasn't it?

What are you doing here?

I'm merely a mental projection.

One, only you can see.

But I assure you that makes me no less real.

This means you're getting stronger. Doesn't it?

[Timber Wolf roars]

Come on, Sups. I was hoping to break a sweat.

Hey, Brainy. I think we're warmed up.

Let's up the intensity a bit.

Uh, yes.

Computo, level two.

[music continues]

Now this is more like it.

[roars]

[grunting]

Beep

In the same way your hand guides this simulation

it too can orchestrate the destiny

of the very universe.

The power is yours to wield if you choose to.

(Brainiac 5) The power is mine.

Computo. Level three.

Pew pew pew

A little warning would be nice.

Why? You can't handle the heat, Kell?

[crackling]

Bam

[gunshot]

Pew

boom

[grunting]

Oh, yeah. That's gonna leave a mark.

Alright, Brainy. Let's pause the sim.

We have a man down.

Computo, level four.

Zap

Okay. Ah!

I said, end the simulation.

You enjoy controlling the chaos

imposing order, your order.

- Don't you? - Yes.

Very much so.

Computo, level five.

(Computo) 'Warning. Safeguards have been disabled.'

'Simulation approaching dangerous levels.'

[intense music]

Zapp

[grunts]

Thud

So, would you consider this strange behavior?

Ah!

What's going on, Brainy? Snap out of it.

Uh! Computo, end simulation.

[groaning]

I'm sorry. I don't know what got into me.

[intense music]

(Superman) 'Brainy, you okay?'

(Brainiac 5) 'Go away.'

I know something's happening inside that head of yours.

'But I can't help unless you let me in.'

Let you in?

Sorry, but it's already pretty crowded in here.

The original Brainiac!

Was he behind what happened in the sim chamber?

Over the last few weeks that part of my programming

has become a stronger influence.

It's making me feel and do terrible things.

I'm trying my best to resist.

But what if I am wrong to be resisting?

What if the original Brainiac

is only trying to make things better?

You know... help me bring order

to your flawed, chaotic, human world.

Brainy, listen to yourself.

What's happening to me?

Don't worry. We'll help you get through this.

You know that means everything to me.

But I need to ask an important favor?

Of course. Anything.

I need you to promise that if I am overwhelmed by this

this darkness, you won't let our friendship

keep you from doing what has to be done.

Come on, Brainy. Don't talk like that.

Promise me!

I don't want to become some terrible thing!

Okay. I promise.

But it won't ever get that far.

Boom boom

We're under attack.

Boom boom boom

pew pew pew

pew pew pew

boom

You're in no condition to fight.

I can't just sit here while my friends need my help.

I'm coming with you.

I'm not asking you to stay, Brainiac.

I'm telling you to.

Whirr

Computo, activate lockdown override.

Confine Brainiac 5 to quarters.

[intense music]

Pew pew pew

A pre-emptive strike?

Imperiex is trying to weaken our ranks

before launching the larger invasion.

And there's more bad news.

Dominator forces are breaching the cruiser.

Okay, two groups. We'll defend the ship.

Superman, you take the battle to Imperiex.

[music continues]

Whoosh

boom

roar

swoosh

[zapping]

[growling]

They're psychically shielded.

And their armor isn't metallic. I can't affect it.

[grunts]

Oh, great.

Pew pew pew

Just like we practiced, guys.

- Kell! Where are you going? - To finish my job.

Imperiex!

[grunts]

Boom

boom boom

[grunts]

You can bring order to this chaos.

All you have to do is open yourself fully

to the power that lies within you.

And in the process open myself further

to your evil influence.

The Legion will perish if you do not act.

[intense music]

There's too many of them. They're gonna take the ship.

What was that?

Whoosh

[growls]

Bang

[instrumental music]

How did you do that?

I was always capable of such upgrades.

But I was too timid to explore the frontiers of my power.

Pew pew pew

zap

[crackling]

[grunting]

We're not done!

Maybe not yet. But soon, my friend.

[instrumental music]

(Imperiex) Validus, we must retreat.

This is but a calculated loss.

You see, if Brainiac is to embrace his darker side

he needs an opportunity to flex his darker powers.

That's all this exercise was.

Beep

What did you do to them?

I have shut down the dominators.

It shut down?

- You mean.. - Shut down.

In the same way a computer is turned off.

Once they have been delivered to the authorities

I will reboot them.

Seems kinda cold for you, Brainy.

I saw an opportunity to restore order.

I thought you would be grateful.

Brainy, you don't even sound like yourself anymore.

It's just me, Superman.

Really, I'm feeling much better.

There's nothing to worry about.

Maybe we should keep a closer eye on him.

Just in case.

You can come out, fellas.

I know you're there.

I designed those cloaking belts myself.

[zapping]

We'd so make terrible ninjas.

Instead of babysitting me

you two should be getting your rest.

You'll need it once the big attack begins.

Sorry, Brainy.

Superman just thought it was a good idea.

You know, as a precaution.

I understand fully.

With the way I've been behaving it was the logical thing to do.

[screams]

[intense music]

[intense music]

Whirr

[grunts]

[screaming]

[grunts]

[keys clanking]

Hello, Superman. Here to wish me goodbye?

You know I can't let you go.

And you know I cannot let you stop me.

Whoosh

[grunting]

You have to fight the darkness, Brainy!

This is not who you are!

The Brainiac 5 you knew no longer exists.

He was a mask. A lie.

I am the truth.

[grunts]

Pew pew pew

[grunting]

Pew pew pew

Ah!

Forgive me, old friend.

No! Stop!

Don't do it, Clark. Please don't do it.

I need help.

I can't stop what's happening to me.

'I don't wanna be like this.'

'Please help me.'

Brainy?

A-a-h!

[groaning]

Stupid Kryptonian.

How foolish was I to have ever admired you?

I suppose in you I thought I saw the strength of humanity.

Now I understand humanity is flawed.

[intense music]

Even you, it's finest specimen

are riddled with weakness.

A king of weaklings. That is what you are.

'And every king deserves a crown.'

'Consider it a token of our friendship.'

[grunting]

[screaming]

Do not worry.

Soon this agony shall pass.

As it will pass from this entire universe.

Once my work is complete there will be no more pain.

No more chaos.

Only a perfect order imposed by me.

Whoosh

Careful, Kell. It's kryptonite.

It's okay. I'm immune to this stuff.

[crashing]

Let's get him to sick bay.

[beeping]

- Well, how is he? - He's gonna be just fine, Cham.

What's the latest on Brainiac?

Our instruments have him headed for Imperiex's cruiser.

[instrumental music]

(Imperiex) Do you see this, Validus?

Has this not played out exactly as I said it would?

At last, you have embraced your true identity.

And I have you to thank for that.

This promises to be an historic partnership.

[keys clacking]

Greetings, Legion.

My alliance is now complete.

A new world order will soon be upon you.

This is the moment I've waited for.

Since I first stepped into this primitive time period.

The moment when I crush the entire universe

beneath my foot.

The carnage I'm about to unleash

will have a ripple effect.

Changing not just this era. But all eras to..

[screaming]

[intense music]

Validus, destroy him.

[roars]

[zapping]

His matter was transformed into energy

and turned into digital information.

A state I can administer complete control over.

Anyone or anything standing in my way

will be similarly digitized.

[grunting]

[crackling]

[screaming]

And for you.

As grateful as I am for your contributions to my awakening

you have now fulfilled your purpose.

'You are no longer necessary.'

Then what?

You'll digitize me?

No.

You..

You I will simply delete.

[Imperiex screaming]

Imperiex was a bane to the universe.

He sought to bring chaos.

I will bring order.

Trying to stop me would be..

Ill-advised.

No. No!

Imperiex was mine!

He was supposed to be mine!

It is time to de-clutter this chaotic human universe.

Chart a course for the planet Colu.

I am going home.

Whoosh

[beeping]

[instrumental music]

What happened?

How is he? What's going on?

We couldn't save him.

He's gone, Cham.

Superman's gone.

[theme music]