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1
00:00:04,705 --> 00:00:07,806
(male narrator) Previously
on "Legion Of Superheroes.."
2
00:00:07,808 --> 00:00:10,375
I can't escape my destiny.
3
00:00:10,377 --> 00:00:11,642
Brainiac 1.0.
4
00:00:11,644 --> 00:00:14,244
You enjoy controlling the chaos.
5
00:00:14,246 --> 00:00:17,547
Imposing order. Your order.
6
00:00:17,549 --> 00:00:20,616
(Brainiac 5) Yes, very much so.
7
00:00:21,385 --> 00:00:22,550
Aah!
8
00:00:22,552 --> 00:00:23,717
[grunts]
9
00:00:23,719 --> 00:00:25,151
[screaming]
10
00:00:26,754 --> 00:00:29,087
(Superman) 'You have to fight
the darkness, Brainy.'
11
00:00:29,089 --> 00:00:31,022
This is not who you are!
12
00:00:31,024 --> 00:00:34,091
The Brainiac 5 you
knew no longer exists.
13
00:00:34,093 --> 00:00:35,659
I am the truth.
14
00:00:35,661 --> 00:00:37,593
[grunts]
15
00:00:39,830 --> 00:00:41,095
[screams]
16
00:00:43,899 --> 00:00:45,865
You are no longer necessary.
17
00:00:45,867 --> 00:00:47,766
[grunts]
18
00:00:47,768 --> 00:00:49,567
[Imperiex screaming]
19
00:00:56,075 --> 00:00:58,041
(Lightning Lad) 'We
couldn't save him.'
20
00:00:58,877 --> 00:01:00,676
Superman's gone.
21
00:01:02,079 --> 00:01:05,146
[theme music]
22
00:01:22,631 --> 00:01:25,331
[music continues]
23
00:01:48,088 --> 00:01:50,621
[music continues]
24
00:02:03,568 --> 00:02:06,268
[dramatic music]
25
00:02:18,214 --> 00:02:21,381
(Thanagarian leader) You are
violating Thanagarian airspace.
26
00:02:21,383 --> 00:02:25,351
State your intentions, or
face our terrible wrath.
27
00:02:26,754 --> 00:02:28,520
My intentions?
28
00:02:28,522 --> 00:02:31,956
My intentions are no less
than to undo the chaos
29
00:02:31,958 --> 00:02:34,458
created by humanoid madmen.
30
00:02:34,460 --> 00:02:38,361
'To bring all living things
under my complete control.'
31
00:02:38,363 --> 00:02:41,263
And to start, with your planet.
32
00:02:41,265 --> 00:02:43,798
Then you have grossly
underestimated
33
00:02:43,800 --> 00:02:45,766
Thanagarian might.
34
00:02:45,768 --> 00:02:47,467
Destroy him!
35
00:02:50,071 --> 00:02:52,771
[intense music]
36
00:02:56,876 --> 00:02:58,442
[beam buzzing]
37
00:03:12,758 --> 00:03:14,598
(Timber Wolf) This video
is from a space station
38
00:03:14,622 --> 00:03:16,826
just outside the
planet Thanagar.
39
00:03:16,828 --> 00:03:19,461
Everything... everyone..
40
00:03:19,463 --> 00:03:21,896
Gone, in the blink of an eye.
41
00:03:23,332 --> 00:03:25,832
Brainy's now headed for
his home planet, Colu.
42
00:03:25,834 --> 00:03:27,366
We better warn them.
43
00:03:27,368 --> 00:03:29,401
Bring the Coluans
up on the monitor.
44
00:03:31,138 --> 00:03:32,704
Greetings, Legion.
45
00:03:32,706 --> 00:03:35,673
To what do we owe
this disturbance?
46
00:03:35,675 --> 00:03:37,908
Your people are in grave danger.
47
00:03:37,910 --> 00:03:39,542
- Brainiac 5...
- 'Yes.'
48
00:03:39,544 --> 00:03:43,212
We are aware of Brainiac
5's transformation.
49
00:03:43,214 --> 00:03:45,647
Indeed we warned him
when he left the safety
50
00:03:45,649 --> 00:03:48,383
of the hive mind all
those years ago.
51
00:03:48,385 --> 00:03:51,285
He would make himself
vulnerable to corruption.
52
00:03:51,287 --> 00:03:53,320
The Legion is ready to
provide any assistance
53
00:03:53,322 --> 00:03:55,155
you may need against
this threat.
54
00:03:55,157 --> 00:03:56,823
And what kind of assistance
55
00:03:56,825 --> 00:04:00,726
could your primitive kind
possibly provide us?
56
00:04:00,728 --> 00:04:03,528
We are more than capable of
dealing with one of our own.
57
00:04:03,530 --> 00:04:05,763
Listen, I don't think
you fully understand
58
00:04:05,765 --> 00:04:07,931
just what we're
dealing with here.
59
00:04:09,467 --> 00:04:12,201
We better try to intercept
Brainiac's ship ourselves.
60
00:04:12,203 --> 00:04:15,571
Setting a course for Colu.
But we won't beat him there.
61
00:04:15,573 --> 00:04:19,374
Not unless this cruiser can
travel faster than Superman.
62
00:04:21,344 --> 00:04:23,844
We should say our goodbyes now.
63
00:04:23,846 --> 00:04:27,279
With what's coming, we might
not have another chance.
64
00:04:28,915 --> 00:04:31,282
[instrumental music]
65
00:04:40,225 --> 00:04:41,557
[sniffles]
66
00:04:44,028 --> 00:04:46,728
[music continues]
67
00:05:06,982 --> 00:05:09,315
[intense music]
68
00:05:17,190 --> 00:05:19,623
[beam zapping]
69
00:05:37,442 --> 00:05:40,743
We've been expecting
you, Brainiac 5.
70
00:05:40,745 --> 00:05:45,247
Until now we have tolerated your...
uniqueness.
71
00:05:45,249 --> 00:05:46,481
But no more.
72
00:05:46,483 --> 00:05:49,851
Your use of our most
guarded technology
73
00:05:49,853 --> 00:05:51,385
matter transformation
74
00:05:51,387 --> 00:05:53,653
is most unacceptable.
75
00:05:53,655 --> 00:05:56,689
'You must now surrender
yourself for reprogramming'
76
00:05:56,691 --> 00:06:00,092
'and become as all Coluans are.'
77
00:06:00,094 --> 00:06:02,561
'One with the hive mind.'
78
00:06:08,568 --> 00:06:10,467
You missed the service.
79
00:06:10,469 --> 00:06:12,635
I can't believe he's gone.
80
00:06:12,637 --> 00:06:16,271
I just can't believe
he's actually gone.
81
00:06:16,273 --> 00:06:19,073
Hey, we'll get through
this together.
82
00:06:19,075 --> 00:06:21,775
We're all taking the
loss of Superman hard.
83
00:06:21,777 --> 00:06:23,276
Superman?
84
00:06:23,278 --> 00:06:25,311
I'm talking about Imperiex.
85
00:06:26,347 --> 00:06:28,647
I don't expect you
to understand.
86
00:06:28,649 --> 00:06:32,050
But my life's only purpose
was to destroy him.
87
00:06:32,052 --> 00:06:35,386
And now that that's been taken
from me by someone else..
88
00:06:35,388 --> 00:06:37,654
I just feel so useless.
89
00:06:38,723 --> 00:06:40,789
Well, then I guess
that's it, huh?
90
00:06:40,791 --> 00:06:42,991
You might as well
just pack it in now.
91
00:06:42,993 --> 00:06:45,760
Never mind that Brainiac 5 is
out there and we've got to...
92
00:06:45,762 --> 00:06:49,163
I've seen the future.
Brainy wins.
93
00:06:49,165 --> 00:06:51,298
There's nothing we
can do to stop him.
94
00:06:51,300 --> 00:06:52,999
You can try!
95
00:06:53,001 --> 00:06:55,835
Or you gonna walk out on the Legion?
Like a coward.
96
00:06:55,837 --> 00:06:59,205
How can I walk out on something
I was never a part of?
97
00:06:59,207 --> 00:07:00,839
[beam zapping]
98
00:07:04,344 --> 00:07:06,744
You may have Superman's DNA..
99
00:07:06,746 --> 00:07:08,045
[grunts]
100
00:07:08,047 --> 00:07:10,680
But you sure don't
have his spirit.
101
00:07:13,217 --> 00:07:15,383
[screaming]
102
00:07:19,821 --> 00:07:22,021
Wanna bet?
103
00:07:25,925 --> 00:07:27,524
He's alive.
104
00:07:27,526 --> 00:07:29,826
- Who?
- Who's alive?
105
00:07:29,828 --> 00:07:30,993
Superman.
106
00:07:30,995 --> 00:07:33,428
I felt his presence in my mind.
107
00:07:33,430 --> 00:07:36,063
Kell, voices in your head..
108
00:07:36,065 --> 00:07:37,431
Not a good thing.
109
00:07:37,433 --> 00:07:39,800
I'm telling you
Superman's alive.
110
00:07:39,802 --> 00:07:42,636
If he were, wouldn't
I have felt it?
111
00:07:42,638 --> 00:07:45,872
Not if he went into a state
of suspended animation.
112
00:07:45,874 --> 00:07:48,374
So he could slow the
Kryptonite poisoning.
113
00:07:48,376 --> 00:07:49,875
He's barely holding on.
114
00:07:49,877 --> 00:07:51,476
I couldn't sense
our link at first
115
00:07:51,478 --> 00:07:53,611
but now I feel it strongly.
116
00:08:02,721 --> 00:08:03,920
Yes.
117
00:08:03,922 --> 00:08:05,554
Yes, I see him.
118
00:08:12,596 --> 00:08:16,497
Brainiac 5, you are
resisting reprogramming.
119
00:08:16,499 --> 00:08:19,299
Open yourself fully
to the hive mind
120
00:08:19,301 --> 00:08:22,302
or we will simply delete you.
121
00:08:22,304 --> 00:08:24,170
As you wish.
122
00:08:24,172 --> 00:08:27,640
But it is the hive mind
that must be reprogrammed.
123
00:08:27,642 --> 00:08:30,476
Reprogrammed to serve me.
124
00:08:30,478 --> 00:08:32,144
[zapping]
125
00:08:38,251 --> 00:08:39,617
[screams]
126
00:08:41,153 --> 00:08:43,153
[instrumental music]
127
00:08:49,327 --> 00:08:50,826
[grunts]
128
00:08:52,229 --> 00:08:53,861
You will help me bring order
129
00:08:53,863 --> 00:08:56,029
to this vast chaotic universe.
130
00:08:57,198 --> 00:08:59,898
(Coluans in unison)
Yes, Lord Brainiac.
131
00:09:02,302 --> 00:09:04,769
[dramatic music]
132
00:09:29,761 --> 00:09:32,895
[instrumental music]
133
00:09:50,681 --> 00:09:53,515
[music continues]
134
00:09:53,517 --> 00:09:54,949
[grunts]
135
00:09:57,520 --> 00:10:00,354
(Bouncing Boy) 'Do you really think
this transfusion will work?'
136
00:10:00,356 --> 00:10:03,323
Kell's blood has a built-in
immunity to Kryptonite.
137
00:10:03,325 --> 00:10:06,793
It should save Superman,
if we're not too late.
138
00:10:06,795 --> 00:10:09,695
[monitor beeping]
139
00:10:11,365 --> 00:10:13,664
[droning]
140
00:10:15,367 --> 00:10:18,101
Digitization of the
Legion to commence..
141
00:10:18,636 --> 00:10:20,168
Now.
142
00:10:21,037 --> 00:10:22,636
[beams zapping]
143
00:10:27,843 --> 00:10:30,310
(Cosmic Boy) 'Sorry,
that's not gonna work.'
144
00:10:30,312 --> 00:10:34,147
Computo, you know, the
mainframe you designed?
145
00:10:34,149 --> 00:10:37,350
It showed us how to prevent
digitization of the ship.
146
00:10:37,352 --> 00:10:38,718
And ourselves.
147
00:10:38,720 --> 00:10:40,519
Think the look will
catch on, Cham?
148
00:10:40,521 --> 00:10:42,320
It already has.
149
00:10:43,456 --> 00:10:45,689
Everybody's wearin' 'em.
150
00:10:50,295 --> 00:10:53,296
Don't do this, Brainy.
Don't make us fight you.
151
00:10:53,298 --> 00:10:55,831
'We know you're still
in there somewhere.'
152
00:10:56,834 --> 00:10:58,967
Superman thought the same thing.
153
00:10:58,969 --> 00:11:01,936
I managed to dispel
him of that notion.
154
00:11:02,705 --> 00:11:04,738
[beams zapping]
155
00:11:05,774 --> 00:11:07,039
[screaming]
156
00:11:09,543 --> 00:11:10,909
[dramatic music]
157
00:11:14,513 --> 00:11:16,279
[growling]
158
00:11:19,384 --> 00:11:21,183
[zapping]
159
00:11:30,226 --> 00:11:33,627
It's only a matter of time
before I get past your defenses
160
00:11:33,629 --> 00:11:37,630
and transform you all into
perfect streams of data.
161
00:11:37,632 --> 00:11:40,099
[beeping]
162
00:11:40,101 --> 00:11:42,300
(Saturn Girl) 'He's
coming out of it.'
163
00:11:45,238 --> 00:11:47,003
[coughs]
164
00:11:49,974 --> 00:11:52,307
I guess I have you
to thank, don't I?
165
00:11:52,309 --> 00:11:54,676
Ah, no big deal.
166
00:11:54,678 --> 00:11:56,811
[explosion]
167
00:11:56,813 --> 00:11:58,946
Where's the battle? Ugh!
168
00:11:58,948 --> 00:12:00,847
Sorry, but it's gonna be a while
169
00:12:00,849 --> 00:12:02,715
before you two can
return to action.
170
00:12:02,717 --> 00:12:05,451
[dramatic music]
171
00:12:10,991 --> 00:12:13,324
As we function with one mind
172
00:12:13,326 --> 00:12:16,927
we too, can function
as one body.
173
00:12:40,719 --> 00:12:44,087
Okay, we are so gonna lose.
174
00:12:47,858 --> 00:12:50,725
[intense music]
175
00:12:52,161 --> 00:12:54,127
[grunting]
176
00:12:57,332 --> 00:12:59,131
[beam zapping]
177
00:13:05,138 --> 00:13:06,737
Aah!
178
00:13:07,706 --> 00:13:09,972
[all gasping]
179
00:13:11,842 --> 00:13:13,875
Colossal Boy's just
been digitized
180
00:13:13,877 --> 00:13:15,610
and stored in
Brainy's programming.
181
00:13:15,612 --> 00:13:18,245
And it looks like it won't
be long before we are, too.
182
00:13:18,247 --> 00:13:20,213
(Superman) 'Maybe
that's the solution.'
183
00:13:20,215 --> 00:13:23,482
To get into his programming,
but on our terms.
184
00:13:23,484 --> 00:13:26,117
Saturn Girl, can you project
me into Brainy's mind?
185
00:13:26,119 --> 00:13:29,887
I suppose. But why?
186
00:13:29,889 --> 00:13:32,489
Because I'm not ready to
give up on Brainy yet.
187
00:13:32,491 --> 00:13:34,824
Maybe there's a chance
we can still reach him.
188
00:13:34,826 --> 00:13:36,992
Help him battle this
darkness from within.
189
00:13:36,994 --> 00:13:39,861
We've already tried that.
He's gone, Superman.
190
00:13:39,863 --> 00:13:41,863
Then we try again.
191
00:13:41,865 --> 00:13:44,065
We'll both go.
192
00:13:56,211 --> 00:13:57,944
Brainy.
193
00:14:04,819 --> 00:14:07,319
(Brainiac 1.0)
'Pathetic, isn't he?'
194
00:14:07,321 --> 00:14:10,221
I was expecting more
of a fight out of him.
195
00:14:10,223 --> 00:14:12,189
But in the end he was easily
196
00:14:12,191 --> 00:14:14,758
overwhelmed by the darkness.
197
00:14:14,760 --> 00:14:17,694
The original
Brainiac, I presume.
198
00:14:17,696 --> 00:14:21,397
Yes. And you I know well.
199
00:14:22,533 --> 00:14:24,232
[both grunting]
200
00:14:25,468 --> 00:14:27,467
[groaning]
201
00:14:30,271 --> 00:14:32,137
(Brainiac 1.0) 'If you
came here to save him'
202
00:14:32,139 --> 00:14:34,772
then you have made
a tragic mistake.
203
00:14:34,774 --> 00:14:37,007
This is where I'm strongest.
204
00:14:37,642 --> 00:14:40,008
[dramatic music]
205
00:14:42,445 --> 00:14:43,544
Boom
206
00:14:45,514 --> 00:14:47,346
[explosions]
207
00:14:49,383 --> 00:14:50,949
[zapping]
208
00:15:05,398 --> 00:15:06,930
[wave buzzing]
209
00:15:06,932 --> 00:15:08,464
[grunting]
210
00:15:08,466 --> 00:15:12,500
Soon you will be nothing
but one's and zero's.
211
00:15:12,502 --> 00:15:14,468
[both grunting]
212
00:15:15,370 --> 00:15:16,969
[groaning]
213
00:15:19,173 --> 00:15:22,040
You're both too weak to
survive much longer.
214
00:15:22,042 --> 00:15:23,541
But together..
215
00:15:24,577 --> 00:15:25,976
Do it.
216
00:15:26,945 --> 00:15:29,245
[instrumental music]
217
00:15:38,555 --> 00:15:39,854
Aah!
218
00:15:48,563 --> 00:15:49,995
[screams]
219
00:15:54,601 --> 00:15:56,300
[explosion]
220
00:15:56,902 --> 00:15:58,234
[screams]
221
00:16:03,573 --> 00:16:04,872
[grunting]
222
00:16:14,850 --> 00:16:16,649
[explosions]
223
00:16:16,651 --> 00:16:19,618
Fool! I created that canon.
224
00:16:19,620 --> 00:16:21,653
'I too, can control it.'
225
00:16:22,455 --> 00:16:23,921
Ah!
226
00:16:23,923 --> 00:16:25,489
[grunting]
227
00:16:26,525 --> 00:16:28,391
[screaming]
228
00:16:32,262 --> 00:16:34,395
It's time to finish this.
229
00:16:35,197 --> 00:16:36,930
Why do you continue to fight
230
00:16:36,932 --> 00:16:39,165
when there is clearly no hope?
231
00:16:39,967 --> 00:16:41,700
There's always hope.
232
00:16:41,702 --> 00:16:45,036
Not when it's placed in a
weakling like Brainiac 5.
233
00:16:45,038 --> 00:16:47,038
[screaming]
234
00:16:48,207 --> 00:16:50,841
Ugh!
235
00:16:50,843 --> 00:16:52,242
'It's amusing.'
236
00:16:52,244 --> 00:16:54,377
He so wanted to be a hero.
237
00:16:54,379 --> 00:16:57,113
'And yet he couldn't
even save himself.'
238
00:16:57,115 --> 00:16:59,915
The Brainiac you knew is gone.
239
00:16:59,917 --> 00:17:02,150
Reprogrammed to serve me.
240
00:17:02,152 --> 00:17:04,652
He's still fighting. I know it.
241
00:17:04,654 --> 00:17:08,087
Not even you can reprogram
someone's humanity!
242
00:17:11,025 --> 00:17:13,392
- Humanity?
- Aah!
243
00:17:13,394 --> 00:17:15,293
[grunts]
244
00:17:19,631 --> 00:17:21,731
He was a robot, Kryptonian.
245
00:17:21,733 --> 00:17:23,699
Brainy may not have been human
246
00:17:23,701 --> 00:17:26,501
but he had the biggest
heart I've ever seen.
247
00:17:27,070 --> 00:17:29,403
'He was a hero.'
248
00:17:31,607 --> 00:17:33,907
My hero!
249
00:17:33,909 --> 00:17:35,174
[screams]
250
00:17:35,176 --> 00:17:38,477
But what good is hero
if he cannot save you?
251
00:17:38,479 --> 00:17:40,245
[groaning]
252
00:17:40,914 --> 00:17:44,081
[instrumental music]
253
00:17:58,830 --> 00:18:00,529
What is this?
254
00:18:04,500 --> 00:18:06,500
[groaning]
255
00:18:07,503 --> 00:18:10,136
You didn't give up on yourself.
256
00:18:10,138 --> 00:18:13,139
How could I when I knew
you'd never give up on me.
257
00:18:16,476 --> 00:18:18,075
Very well.
258
00:18:18,077 --> 00:18:20,376
You will perish together.
259
00:18:22,213 --> 00:18:24,379
[rumbling]
260
00:18:31,387 --> 00:18:35,455
Now I'm going to tell
you one last time.
261
00:18:39,694 --> 00:18:40,993
Get out
262
00:18:40,995 --> 00:18:43,295
of my... head!
263
00:18:51,771 --> 00:18:53,604
[screaming]
264
00:18:59,077 --> 00:19:01,277
[explosion]
265
00:19:02,813 --> 00:19:04,679
[rumbling]
266
00:19:05,915 --> 00:19:07,714
[instrumental music]
267
00:19:31,038 --> 00:19:32,470
[dramatic music]
268
00:19:32,472 --> 00:19:34,438
[gasps]
269
00:19:53,558 --> 00:19:56,191
I wanted to make sure
you're doing okay.
270
00:19:56,193 --> 00:19:58,293
You've been hiding out
in your room a lot.
271
00:19:58,295 --> 00:20:00,161
I just don't know how
I can face the others
272
00:20:00,163 --> 00:20:01,795
after everything I did.
273
00:20:01,797 --> 00:20:03,663
What you did was heroic.
274
00:20:03,665 --> 00:20:06,432
You battled your
demons and you won.
275
00:20:06,434 --> 00:20:08,567
Then why does it feel
like I'm still fighting?
276
00:20:09,803 --> 00:20:12,870
I've decided to leave
the Legion, Superman.
277
00:20:12,872 --> 00:20:15,839
At least until I can sort out
all of these new feelings.
278
00:20:18,210 --> 00:20:20,243
I was emotional as a robot.
279
00:20:20,245 --> 00:20:22,645
Imagine me as a human.
280
00:20:34,925 --> 00:20:38,626
Thank you, for helping
me restore the future.
281
00:20:39,428 --> 00:20:41,261
And for making me realize
282
00:20:41,263 --> 00:20:43,096
I'm more than my mission.
283
00:20:43,098 --> 00:20:45,264
That's the point of
a team, isn't it?
284
00:20:45,266 --> 00:20:46,932
Working together..
285
00:20:46,934 --> 00:20:48,366
Knowing you're never alone.
286
00:20:48,368 --> 00:20:50,134
Guess I'm more a
part of the Legion
287
00:20:50,136 --> 00:20:51,768
than I ever realized.
288
00:20:53,772 --> 00:20:55,905
(Superman) 'Then
before you go..'
289
00:20:55,907 --> 00:20:57,806
we should make it official.
290
00:20:57,808 --> 00:21:00,341
[instrumental music]
291
00:21:12,387 --> 00:21:13,786
[clears throat]
292
00:21:15,055 --> 00:21:17,488
To the Legion of Superheroes
293
00:21:17,490 --> 00:21:19,890
I make this solemn pledge
294
00:21:19,892 --> 00:21:22,225
'to use my powers for good.'
295
00:21:22,961 --> 00:21:24,493
'To fight for justice'
296
00:21:24,495 --> 00:21:25,993
'and protect the innocent.'
297
00:21:28,364 --> 00:21:30,297
'To aid my fellow Legionnaires'
298
00:21:30,299 --> 00:21:32,265
'in times of peril.'
299
00:21:32,267 --> 00:21:34,634
'And to keep their secret safe.'
300
00:21:37,939 --> 00:21:40,606
I am... Kell-El!
301
00:21:40,608 --> 00:21:43,241
(all in unison) Long
live the Legion!
302
00:21:54,387 --> 00:21:56,387
[crackling]
303
00:22:04,429 --> 00:22:06,595
Evil does not die.
304
00:22:08,131 --> 00:22:09,964
It evolves.
305
00:22:10,967 --> 00:22:13,334
[theme music]
306
00:22:32,521 --> 00:22:34,654
[music continues]
20468
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