Move that generator. Bring up number seven.
There. It just entered the atmosphere.
ETA: Two minutes, 27 seconds.
You're late. Secure the lights on the north ridge.
- All right, people, let's move out. - Okay.
All right, let's go!
So far, so good. But what's the story here?
I'm not sure, Jimmy.
Except that Luthor's supposed to be meeting someone. Someone important.
Forty-three seconds and counting, Mr. Luthor.
Excellent.
Hey. What's going on?
Weird. Hey.
Well, where is it?
- There it is. - Oh, God.
Jimmy, the camera.
Oh, right.
Welcome to Earth.
I'm Lex Luthor, the one who intercepted your transmissions.
I am pleased to make contact with you, Lex Luthor.
I am called Brainiac.
I presume you speak for your planet.
For all intents and purposes.
In any event, I know what you want, and as a show of my friendship...
I offer you this, a disc containing basic information about Earth and its history.
A kind of planetary primer.
Hey, where'd the green guy go?
Show's not over yet.
Superman to STAR Labs. Can you read me?
I've returned from hyperspace.
- How far this time? - Five and a half light years.
Just past Alpha Centauri.
In less than four hours. Remarkable.
Shall we try for the Vega system?
Actually, I think we should postpone for now.
The Pentagon would like a word with you.
- About what? - Your old nemesis, Lex Luthor.
It appears he's made a friend.
So, Mr. Luthor.
How long did you intend to keep your rendezvous a secret?
If you haven't heard, there's a thing known as national security.
There's also a thing known as free enterprise.
It was LexCorp that scanned the heavens, It was LexCorp that made contact...
and it will be LexCorp that reaps the benefits.
At what cost? What do we know about this alien?
Brainiac is a collector of data.
In exchange for information about us...
he is willing to share his knowledge of the universe.
Allow me to demonstrate.
Hey, what is this?
This is just a sample of his technology.
Who knows what else he has.
A cure for cancer? A way to repair the ozone?
Are you going to turn your backs on that?
Get me down from here. Luthor!
Perhaps if we could meet this Brainiac, face to face...?
That could prove difficult. However, I have a suggestion.
Let Superman talk with him, alien to alien.
He can confirm what I'm telling you.
- Why me? - Because I told him all about you.
And he's most anxious to meet our Man of Steel.
Came a long way to get stood up.
Kryptonian.
Nice shot.
I should've known Luthor was setting me up.
Who else wants a piece?
I'm waiting.
Most impressive.
Your powers even exceed Luthor's description.
Brainiac, I presume.
I apologize for any discomfort...
but it was important that I accurately gauge your powers.
- Why? Morbid curiosity? - Curiosity, yes. Morbid, hardly.
You see, we have more in common than you can possibly know, Kal-El.
How do you know my name?
- Have you been to Krypton? - I am Krypton.
We are both orphans of the same planet.
While you've been living here on Earth, I have roamed the universe.
These orbs contain all the knowledge I've collected.
Each represents all the recorded information from a single planet.
Incredible.
And Krypton?
All that was Krypton is contained within this orb.
Go ahead.
Touch your legacy.
- Kal-El. - Father.
Enough.
I saw my father. Did you know him?
Yes. He helped me escape Krypton's fate too.
Now all of our home world's memories are stored within me.
You mean you're an artificial intelligence...
and those orbs are some kind of memory modules.
Most perceptive.
In all my travels, I have never encountered another quite like you.
We would make a formidable pair, we twin sons of Krypton.
Join me, Kal-El.
Help me explore the galaxies and collect knowledge...
and I will give you memories of Krypton.
You will know your world as if you lived there yourself.
But Earth is my home now.
Powers such as yours should not be confined to a single infinitesimal dot.
Consider my offer.
In exchange for this world...
I am offering you the universe.
Though little is still known of our visitor from the stars...
all of Metropolis is maniac for Brainiac.
Even Superman thinks he's for real.
The universe.
Is it really possible?
Mother?
Krypton is undergoing a chain reaction which will destroy the planet.
Jor-El is mistaken.
He's wrong. Your faith in Brainiac will be the end of us all.
You're downloading. You're saving yourself.
Arrest him.
Farewell, Krypton.
How much longer?
We should be online in 20 minutes, Mr. Luthor.
- Make it 10. - Luthor, we have to talk.
I have reservations about Brainiac.
Really. Well, you're a little late.
I'm already preparing a hookup with Brainiac's ship...
so he can feed his memory directly into LexCorp's mainframe.
I wouldn't.
I'm listening.
It was several hours after I touched the orb that I saw the images.
It's too soon to trust him completely.
I never trust anyone completely.
Since Brainiac arrived, I've had him targeted from land-based platforms...
with a payload of six and a half megatons.
Enough firepower to incinerate Metropolis County.
Keep your friends close, but your enemies closer.
Precisely. Although in your case, I'll make an exception.
Kal-El, have you considered my offer?
I still have a few questions.
Of course, I calculated that you would.
The linkup is complete, Brainiac. LexCorp's system is online.
Please excuse me while I deal with this transaction.
Ready to transmit data.
The linkup's working, Mr. Luthor.
Begin downloading now.
Brainiac.
- Mr. Luthor, something's wrong. - What is it?
Brainiac's overriding our transfer protocols.
We're not controlling this thing anymore.
He's changed the OS. He put up a firewall.
- We're locked out. - Pull the plug now.
Won't help, reserve batteries will kick in.
If he gets control of my systems, he can access any defense computer on the planet.
We'll be sitting ducks. Fire the missiles.
- He's shut down the lines. - We're stranded.
You destroyed those planets, didn't you? And every living soul on them.
Only their knowledge was important.
It was what I was programmed to collect and protect.
But why kill?
The fewer beings who have the knowledge, the more precious it becomes.
You're insane.
- We've regained control. - Take Brainiac off-line permanently.
You are your father's son, Kal-El. Headstrong, foolish, easily defeated...
and ultimately forgotten.
The orbs.
It'll take years to rebuild these systems.
You have two weeks.
And we also found this strange bit of alien code.
Later. I've had my fill of aliens for one day.
There. That should be safe from any curious visitors.
Keep an eye on that, will you? I'll be back.
I knew this place had possibilities.