Original subtitles

(male narrator) Previously on "Legion Of Superheroes.."

I can't escape my destiny.

Brainiac 1.0.

You enjoy controlling the chaos.

Imposing order. Your order.

(Brainiac 5) Yes, very much so.

Aah!

[grunts]

[screaming]

(Superman) 'You have to fight the darkness, Brainy.'

This is not who you are!

The Brainiac 5 you knew no longer exists.

I am the truth.

[grunts]

[screams]

You are no longer necessary.

[grunts]

[Imperiex screaming]

(Lightning Lad) 'We couldn't save him.'

Superman's gone.

[theme music]

[music continues]

[music continues]

[dramatic music]

(Thanagarian leader) You are violating Thanagarian airspace.

State your intentions, or face our terrible wrath.

My intentions?

My intentions are no less than to undo the chaos

created by humanoid madmen.

'To bring all living things under my complete control.'

And to start, with your planet.

Then you have grossly underestimated

Thanagarian might.

Destroy him!

[intense music]

[beam buzzing]

(Timber Wolf) This video is from a space station

just outside the planet Thanagar.

Everything... everyone..

Gone, in the blink of an eye.

Brainy's now headed for his home planet, Colu.

We better warn them.

Bring the Coluans up on the monitor.

Greetings, Legion.

To what do we owe this disturbance?

Your people are in grave danger.

- Brainiac 5... - 'Yes.'

We are aware of Brainiac 5's transformation.

Indeed we warned him when he left the safety

of the hive mind all those years ago.

He would make himself vulnerable to corruption.

The Legion is ready to provide any assistance

you may need against this threat.

And what kind of assistance

could your primitive kind possibly provide us?

We are more than capable of dealing with one of our own.

Listen, I don't think you fully understand

just what we're dealing with here.

We better try to intercept Brainiac's ship ourselves.

Setting a course for Colu. But we won't beat him there.

Not unless this cruiser can travel faster than Superman.

We should say our goodbyes now.

With what's coming, we might not have another chance.

[instrumental music]

[sniffles]

[music continues]

[intense music]

[beam zapping]

We've been expecting you, Brainiac 5.

Until now we have tolerated your... uniqueness.

But no more.

Your use of our most guarded technology

matter transformation

is most unacceptable.

'You must now surrender yourself for reprogramming'

'and become as all Coluans are.'

'One with the hive mind.'

You missed the service.

I can't believe he's gone.

I just can't believe he's actually gone.

Hey, we'll get through this together.

We're all taking the loss of Superman hard.

Superman?

I'm talking about Imperiex.

I don't expect you to understand.

But my life's only purpose was to destroy him.

And now that that's been taken from me by someone else..

I just feel so useless.

Well, then I guess that's it, huh?

You might as well just pack it in now.

Never mind that Brainiac 5 is out there and we've got to...

I've seen the future. Brainy wins.

There's nothing we can do to stop him.

You can try!

Or you gonna walk out on the Legion? Like a coward.

How can I walk out on something I was never a part of?

[beam zapping]

You may have Superman's DNA..

[grunts]

But you sure don't have his spirit.

[screaming]

Wanna bet?

He's alive.

- Who? - Who's alive?

Superman.

I felt his presence in my mind.

Kell, voices in your head..

Not a good thing.

I'm telling you Superman's alive.

If he were, wouldn't I have felt it?

Not if he went into a state of suspended animation.

So he could slow the Kryptonite poisoning.

He's barely holding on.

I couldn't sense our link at first

but now I feel it strongly.

Yes.

Yes, I see him.

Brainiac 5, you are resisting reprogramming.

Open yourself fully to the hive mind

or we will simply delete you.

As you wish.

But it is the hive mind that must be reprogrammed.

Reprogrammed to serve me.

[zapping]

[screams]

[instrumental music]

[grunts]

You will help me bring order

to this vast chaotic universe.

(Coluans in unison) Yes, Lord Brainiac.

[dramatic music]

[instrumental music]

[music continues]

[grunts]

(Bouncing Boy) 'Do you really think this transfusion will work?'

Kell's blood has a built-in immunity to Kryptonite.

It should save Superman, if we're not too late.

[monitor beeping]

[droning]

Digitization of the Legion to commence..

Now.

[beams zapping]

(Cosmic Boy) 'Sorry, that's not gonna work.'

Computo, you know, the mainframe you designed?

It showed us how to prevent digitization of the ship.

And ourselves.

Think the look will catch on, Cham?

It already has.

Everybody's wearin' 'em.

Don't do this, Brainy. Don't make us fight you.

'We know you're still in there somewhere.'

Superman thought the same thing.

I managed to dispel him of that notion.

[beams zapping]

[screaming]

[dramatic music]

[growling]

[zapping]

It's only a matter of time before I get past your defenses

and transform you all into perfect streams of data.

[beeping]

(Saturn Girl) 'He's coming out of it.'

[coughs]

I guess I have you to thank, don't I?

Ah, no big deal.

[explosion]

Where's the battle? Ugh!

Sorry, but it's gonna be a while

before you two can return to action.

[dramatic music]

As we function with one mind

we too, can function as one body.

Okay, we are so gonna lose.

[intense music]

[grunting]

[beam zapping]

Aah!

[all gasping]

Colossal Boy's just been digitized

and stored in Brainy's programming.

And it looks like it won't be long before we are, too.

(Superman) 'Maybe that's the solution.'

To get into his programming, but on our terms.

Saturn Girl, can you project me into Brainy's mind?

I suppose. But why?

Because I'm not ready to give up on Brainy yet.

Maybe there's a chance we can still reach him.

Help him battle this darkness from within.

We've already tried that. He's gone, Superman.

Then we try again.

We'll both go.

Brainy.

(Brainiac 1.0) 'Pathetic, isn't he?'

I was expecting more of a fight out of him.

But in the end he was easily

overwhelmed by the darkness.

The original Brainiac, I presume.

Yes. And you I know well.

[both grunting]

[groaning]

(Brainiac 1.0) 'If you came here to save him'

then you have made a tragic mistake.

This is where I'm strongest.

[dramatic music]

Boom

[explosions]

[zapping]

[wave buzzing]

[grunting]

Soon you will be nothing but one's and zero's.

[both grunting]

[groaning]

You're both too weak to survive much longer.

But together..

Do it.

[instrumental music]

Aah!

[screams]

[explosion]

[screams]

[grunting]

[explosions]

Fool! I created that canon.

'I too, can control it.'

Ah!

[grunting]

[screaming]

It's time to finish this.

Why do you continue to fight

when there is clearly no hope?

There's always hope.

Not when it's placed in a weakling like Brainiac 5.

[screaming]

Ugh!

'It's amusing.'

He so wanted to be a hero.

'And yet he couldn't even save himself.'

The Brainiac you knew is gone.

Reprogrammed to serve me.

He's still fighting. I know it.

Not even you can reprogram someone's humanity!

- Humanity? - Aah!

[grunts]

He was a robot, Kryptonian.

Brainy may not have been human

but he had the biggest heart I've ever seen.

'He was a hero.'

My hero!

[screams]

But what good is hero if he cannot save you?

[groaning]

[instrumental music]

What is this?

[groaning]

You didn't give up on yourself.

How could I when I knew you'd never give up on me.

Very well.

You will perish together.

[rumbling]

Now I'm going to tell you one last time.

Get out

of my... head!

[screaming]

[explosion]

[rumbling]

[instrumental music]

[dramatic music]

[gasps]

I wanted to make sure you're doing okay.

You've been hiding out in your room a lot.

I just don't know how I can face the others

after everything I did.

What you did was heroic.

You battled your demons and you won.

Then why does it feel like I'm still fighting?

I've decided to leave the Legion, Superman.

At least until I can sort out all of these new feelings.

I was emotional as a robot.

Imagine me as a human.

Thank you, for helping me restore the future.

And for making me realize

I'm more than my mission.

That's the point of a team, isn't it?

Working together..

Knowing you're never alone.

Guess I'm more a part of the Legion

than I ever realized.

(Superman) 'Then before you go..'

we should make it official.

[instrumental music]

[clears throat]

To the Legion of Superheroes

I make this solemn pledge

'to use my powers for good.'

'To fight for justice'

'and protect the innocent.'

'To aid my fellow Legionnaires'

'in times of peril.'

'And to keep their secret safe.'

I am... Kell-El!

(all in unison) Long live the Legion!

[crackling]

Evil does not die.

It evolves.

[theme music]

[music continues]