02x12 - Dark Victory

[bunniefuu]

[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!

[g*nsh*t]

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 m*llitary 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 sh*t
at Imperiex.

[Brainiac 5]
This training session
will familiarize you

with the more common
dominator att*ck 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

[g*nsh*t]

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 att*ck.

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 att*ck 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]