[screaming]
[gasps]
[Brainiac] Hello, son of Jor-El.
[Superman] Brainiac, what is this?
[Brainiac] The Black Mercy.
A Kryptonian device that traps your conscious mind inside of it
allowing me to see and interact with your memories.
You wanna trap me?
[Brainiac] Not quite.
Kandor is falling apart.
The machine that houses my AI is dying.
If I am to rebuild the Empire, I'll need a new body.
I am not going to let you do that.
I'm getting out, and I'm taking Kara with me.
[Brainiac] Oh, Kal-El. You think you have a choice.
What?
How did I...
[grunting]
You made me lose my robots.
[Brainiac] Rejoice, son of Jor-El!
Your death heralds the rebirth of Krypton.
[grunts]
[Brainiac] Now let's find your weakness.
So I can kill you.
[opening music playing]
[gasps] Who is that?
That is Clark's evil, malicious, kidnapping--
Hey, Kara.
Jimmy Flamebird!
Uh, what are you doing here?
I stole the ship to find you.
I mean, uh...
Me, Lois, Mallah and Brain all stole the ship to find you--
We're here for Clark.
So either you tell us where he is,
or I will--
Just come on board and we'll explain.
Jimmy, no.
There is no way I am letting the alien kidnapper
-on this-- -[door dings]
Uh...
Hey.
-We never got to say good-- -You have--
No, no, no. You... You go first.
Uh, it is just good you are here.
It's good to be here in space where we are.
Yes. [chuckles]
Where we are...
[chuckles]
Oh. [chuckles nervously] I forgot.
We need to fix, uh, things.
We'll just be in the lab, uh, repairing all the things.
Ahem!
Right! Kara, this is my friend, Lois.
Lois, this is my, uh... Kara.
So...
You're the one who kidnapped Clark.
You're the one in Kal-El's memories.
The one who rejected him.
Yes, but I'm here to make things right.
Where is he? Is he okay?
I brought him to meet Father.
But then something went wrong.
Then I visited the planets in the Empire,
and they were...
Father must be malfunctioning.
That's why I need your help.
I think Kal-El is in danger.
You put a target on my back!
[grunting]
[Brainiac] Oh.
That must have hurt, Kal-El.
[yelling]
[Brainiac] Hmm.
[Leslie grunts]
[groaning]
[gasps]
[Brainiac] Well, that's disappointing.
She challenged you physically, but you still overpowered her.
This doesn't help me at all.
Now, this is promising.
[Superman grunts]
[Brainiac] One of your weakest moments
-against one of your strongest foes. -[Dr. Ivo growling]
[Superman grunting]
[Brainiac] But you still stopped him, too.
How? Where does this last-minute strength come from, Kal-El?
[Superman grunts]
[Jimmy faintly] Jimmy Olsen, Superman's best friend.
Superman has saved this city over and over again.
It's time for us to save him.
Lois, Jimmy.
[Brainiac] Interesting.
Who are they?
No!
[gasps]
[metal creaking]
[Superman grunting]
[Brainiac] Your spacecraft isn't your enemy.
Why are you doing this?
[grunting]
[Brainiac] No.
Wrong question.
Who are you doing this for?
Amusing.
[yelling]
[Brainiac] I see.
-You're protecting them. -[Superman grunting]
[Brainiac] Who are these people to you, Kal-El?
[Superman grunts]
Kal-El is on Kandor.
Father must cycle his artificial consciousness through the power core
and his central mainframe for maintenance each day.
During that time, his drones are inoperative.
That's when we sneak onto the ship.
Brain and I shall stay behind to make necessary repairs, and, uh, to add new features to--
Okay, we've been over this.
Only repairs.
We get Clark, we go. That's it.
[chuckles] Of course, mademoiselle.
Jimmy, while you retrieve Kal-El--
[Lois] And me.
We're both going.
Fine. While both of you retrieve Kal-El,
I'll speak with Father.
Something's not right.
I don't know what, but I will get the truth.
And then what?
You take Kal-El and you leave.
I mean, what happens to you?
I... I have always been a warrior for the Empire.
What else is there?
There is a whole universe, Kara.
[Kara gasps]
Stay close.
[door hums]
[Lois and Jimmy scream]
[Lois] They're switched off.
Father's maintenance has begun.
I will find and distract Father in the mainframe.
This is the path to the observation deck.
That's where he's keeping Kal-El.
Great. Let's go, Jimmy.
Thanks and good luck...
Kara.
Wait!
I...
I... I wanted to say that I feel towards you...
Jimmy, I feel...
Admiration for you.
[chuckles nervously]
Admiration for you, yes, as the leader of the planet.
I know you'll succeed in this mission.
[grunts]
Good luck.
"Leader of the planet"?
Jimmy, what did you tell her you do?
Oh. Nothing. Whatever. I'll tell you later.
Okay. Anything you say, Fearless Leader.
[Jimmy] Don't do that.
[Brainiac] These two matter.
You're trying to stop me from seeing them.
[Superman straining]
[Brainiac] No, wait.
I see the anguish in your eyes.
You're not trying to hide them from me.
You're trying to hide them from yourself.
[grunts] That's ridiculous.
You don't understand anything.
[Brainiac] But I do, Kal-El.
These people, you protect them.
You love them.
But you fear they do not love you.
You don't know what you're talking about.
[Brainiac] No?
Then let's test my theory.
[gasps]
Earth is for Earthlings.
[audience agreeing]
[Brainiac] Rejection.
[The General] He's different.
He is.
[Brainiac] Betrayal.
[cell phone ringing]
[Brainiac] You don't belong on Earth, Kal-El.
You know it, and they know it.
Jimmy Olsen and Lois Lane, your so-called friends.
Lois!
[Clark grunts]
[Brainiac] Oh, I understand now.
-What drives you is also your weakness. -No!
[Brainiac] You strive to prove yourself to them.
To her.
They are the key to your undoing.
The love you have for these people makes you vulnerable.
No one can defeat you physically.
But mentally, you are weak.
You're wrong, Brainiac.
Love, friendship, kindness.
That doesn't make me weak.
It makes me who I am.
[Brainiac] You deny what is in your own mind?
Oh, Kal-El.
Let us see what your friends truly think of you.
[Dr. Ivo roaring]
[Superman grunting]
Superman used his powers to save us countless times.
I thought he was a hero.
I was wrong.
Superman's a freak and he doesn't belong on Earth.
[Jimmy] Wow, this is a lot more
falling apart than I thought it would be.
Look.
There's the observation deck.
Where is he?
He's supposed to be here.
[drones whirring]
[both gasp]
Run!
[both panting]
[gasps]
Father, what are you doing?
[Brainiac] It is not your concern.
It is my concern.
You're malfunctioning, Father.
I... I went to the planets in the Empire.
They're all destroyed.
And now, whatever you're doing with Clark--
[Brainiac] His name is Kal-El.
You just keep disappointing me, Kara.
Each time you failed.
The worlds you found were lacking, rebellious.
Unfit for anyone, let alone true Kryptonians.
What are you talking about?
-[both] I did everything you asked, Father. -[gasps]
[Brainiac] I am tired of having this same conversation, Kara.
"These planets are worthy.
They are beautiful.
They are special."
You refused to destroy them, even under direct orders.
So I made you comply.
[gasps]
[groaning]
It was you.
You wiped my memories.
You lied to me over and over.
[Brainiac] I was molding you into a true Kryptonian.
It was easy when you were young.
But the older you grew,
the more you deviated from what was right.
Fortunately, Kal-El came to us at the perfect time.
Now I shall use him to build a better, brighter Krypton,
one that will outlast all that came before.
No.
I won't let you. [grunts]
Lois, what are you saying?
We don't need an outsider's help.
This...
This isn't true.
You're twisting my memories.
I know what's real.
[Brainiac] As do I.
We're watching it right now.
This never happened. Lois wouldn't--
[Brainiac] Foolish Kal-El.
Let me show you the truth.
No!
[Brainiac] What is this?
You shouldn't be able to do this.
You don't get to control what's in my mind.
[grunting]
[Brainiac] What are you doing?
Stop!
Lois.
You're amazing.
I love going on adventures with you, Clark.
Mmm.
This is real.
This is what actually happened, not your twisted version.
Hmm. Are you sure about that, Kal-El?
[groans softly]
Lois.
It's time we rid the world of you.
-You don't belong here. -No.
This isn't how it happened.
[gun charging]
[grunting]
[Lois] It doesn't matter what you do,
who you save or how you try to help.
You will never be one of us.
[gun charging and firing]
You will never belong here.
We will never accept you.
And Clark,
it does bother me that you're not human.
No.
No, this didn't happen.
Did it? I...
No, no! It couldn't have.
[Brainiac] These are your memories, Kal-El.
Yes, but you did something to them.
You must have.
Lois would never hurt me like this.
[Brainiac] Oh?
[gasps]
This won't work, Clark.
We don't work.
Lois, are you...
Are you breaking up with me?
[Brainiac] And what about this one?
Is this memory real, Kal-El?
Yes.
This...
This happened.
[Brainiac] Do you finally see?
No one trusts you.
No one wants you.
[chuckles] Not even the woman you love the most.
[Superman grunting]
[yelling]
[yells]
-[Brainiac] You see why I have to do this? -[Kara grunting]
[Brainiac] Stop fighting me, Kara.
No. [grunts]
[Brainiac] Accept the truth, Kal-El.
No.
[roars] No!
Let him go!
[grunts]
Get out of my head!
[gasps]
Ma, Pa!
I'm... I'm home.
I'm...
I am home.
[exhales]
[sobbing]
I'm so sorry, Father.
[Brainiac] For what, daughter?
-Being weak? -[gasps]
[both panting]
[Kara grunts]
Kara!
[Superbrainiac] Oh, daughter.
You disappoint me.
[Lois] Clark!
What... What have you done to him?
[laughing]
There is no more Kal-El.
There is only the Machine who is Empire.
[Kara grunts]
[grunting]
[straining] Leave them alone.
Oh, daughter.
[grunts]
[Jimmy and Lois] No!
-It is the fall of Krypton all over again. -[Kara grunts]
[Superbrainiac] Kryptonians aren't born.
-They are built. -[Kara grunting]
Genetically engineering each generation physically stronger than the last.
I was created to be the greatest mind of Krypton.
-Built to defend and uphold the ideals of our people. -[grunting]
[grunts]
Then, they grew weak.
But the worst part, Kara?
Their weakness infected me.
Even now, I hesitate
because when I see you,
I see a child in an escape pod reaching out for me.
I love you, my daughter.
[grunts]
But love must be purged for the Empire to rise.
No!
You are gonna get out of my best friend's body
and let all of us go, right now.
[Kara grunting]
[breathing heavily]
Jimmy.
Foolish human.
You will kill Kara and Kal-El,
while I can move my mind to whatever vessel I wish.
[laughs] You are no longer necessary.
[air whooshing]
[all screaming]
[both scream]
[Kara grunts]
[laughs]
Is everyone okay?
Uh, Monsieur Clark.
He is still, uh...
[Jimmy panting]
What do we do now?
I'm going after Clark.
Lois!
[screams]
[Jimmy] Lois? Lois!
Lois!