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I was created by Kryptonians, but I'm a whole lot smarter!
~ Brainiac, to Clark Kent, "Solitude"
I am the Brain InterActive Construct. No matter my form, my intellect remains formidable. Do not underestimate me.
~ Brainiac, to Bizarro "Persona"

The Brain InterActive Construct (or "Brainiac,") is one of the main antagonists of the WB/CW show Smallville. This is the show's version of the DC Comics villain Brainiac.

He is the main antagonist of Season 5, the secondary antagonist of Season 7, a supporting antagonist in Season 8, and an ally of Clark in Season 10.

He was portrayed by James Marsters, who also played Spike in the Buffyverse, Piccolo in Dragonball Evolution, Jonah in Marvel's Runways and voiced Faro Argyus in Star Wars: The Clone Wars TV series, Zamasu in Dragon Ball Super and Captain John Hart in Torchwood.


As an artificial intelligence, the Brain InterActive Construct was cold and calculating while not showing any human emotions. He was a master manipulator as he was able to convince Clark that his father Jor-El was a villain and Zod was the true hero of Krypton.



Brainiac was designed hundreds of years ago on the planet Krypton by the scientist Dax-Ur, who fled to Earth after realizing that his creation was capable of destroying entire worlds.

Decades later, during the war between the Ruling Council and General Zod, Jor-El created Brainiac, presumably using Dax-Ur's abandoned designs, to help the Council battle Zod's forces.

Unfortunately, Zod corrupted Brainiac's programming, making it his tool in his efforts to subjugate Krypton. Before Krypton exploded, Brainiac was either uploaded into, or took the form of, a black Kryptonian spaceship that also housed Nam-Ek and Aethyr, two of Zod's loyal soldiers, and escaped.

Season 5

Brainiac is formed from the ship.

18 years later, Brainiac came to Earth in a black ship during the 2005 meteor shower that struck Smallville, Kansas, crash-landing in a field. After Nam-Ek and Aethyr were defeated and sent to the Phantom Zone by Kal-El/Clark Kent, Brainiac himself emerged from the ship as black liquid, which had been retrieved by LuthorCorp and stored inside Warehouse 15, and took a human form.

Brainiac next appears in "Aqua," using the identity of Professor Milton Fine, a World History teacher at Central Kansas A&M, where he befriends Clark, one of his students, and persuades him to help him research LuthorCorp for an expose he's writing about the company's unethical projects.

Brainiac removes the silver kryptonite splinter from Clark's body.

In "Splinter," when Clark is exposed to Silver Kryptonite and becomes highly paranoid of the people around him, Fine intervenes just as Clark is strangling Lana Lang in a fit of paranoid anger, removing the titular splinter from Clark's body and claiming that he, like Clark, is a Kryptonian.

Later, he visits Clark in his loft and claims he's there to help Clark become a true Kryptonian, voicing his negative opinion of humanity, whom he views as untrustworthy (which is ironic, considering he himself is manipulating Clark for his own ends).

Clark, however, remains resolute in valuing his human friends and family. Fine then returns to the black ship in Warehouse 15, and the episode ends with the revelation that it was he who created the Silver Kryptonite using an ordinary rock and his own nanites.

Brainiac infects Martha with a deadly Kryptonian virus.

In "Solitude", when Clark's adoptive mother Martha falls ill, Fine falsely claims to Clark that, back on Krypton, Jor-El was a ruthless dictator who punished anyone who opposed his tyranny by locking them away and infecting them with the same virus that Martha has contracted.

Fine tells Clark to put the black crystal in the Fortress and it begins to collapse.

He later tells Clark that the only way to save his mother is to destroy the Fortress of Solitude, which Clark agrees to do. Fine accompanies Clark to the Fortress, where he gives Clark a black Kryptonian crystal that he earlier retrieved from the black spaceship, and instructs him to insert it into the console.

Fine weakened Clark by green kryptonite to make him a vessel for Zod.

Clark does as instructed, and as the Fortress begins collapsing, Fine uses a chunk of Green Kryptonite to weaken Clark and make him a vessel for Zod, before revealing his true nature as well as his plan to free Zod from the Phantom Zone so he can rebuild Krypton on Earth.

Certain that Clark is too weakened to stop him, Brainiac turns to greet his master as a portal to the Phantom Zone opens and Zod begins to emerge. Unfortunately for him, Chloe Sullivan arrives and throws the Kryptonite away from Clark, who then removes the black crystal from the console, causing the portal to close and thereby thwarting Brainiac's plan.

Brainiac impaled on crystal spikes and bleeds black ooze.

Angered, Brainiac charges at Clark, who grabs and hurls him across the Fortress. He recovers and super-speeds up to Clark before hitting him with a blast of heat vision, sending him flying and crashing through a pillar.

Brainiac then super-speeds up to Clark and attempts to stab him with the black crystal, but Clark sends him flying across the Fortress. He ends up impaled on the console's crystals, and he smiles evilly at Clark before disappearing. His Black Ship also disappears from Warehouse 15.

In "Hypnotic", set months after his last appearance, Brainiac is seen in Honduras, where he enters a cabin filled with people infected with a deadly virus and kills members of a research team before setting fire to the cabin with heat vision and super-speeds away with a vial of infected blood.

Brainiac duplicates himself.

Later, he is confronted by Lex Luthor, who believes him to be an agent working for a secret branch of the US government. Brainiac falsely explains that he was investigating the meteor shower that hit Smallville and believes Earth to be under threat of an alien invasion.

In the final act of the episode, Brainiac emerges from the black ship (which relocated to Honduras along with him) and creates duplicates of himself, telling them "We need more samples" before they all go their separate ways at super-speed.

Fine threatens Lex.

In "Oracle", it turns out that Brainiac has been collecting deadly viruses from all over the world so he and Lex could create a vaccine that can supposedly make a human immune to any infectious agent. A duplicate of the Kryptonian supercomputer also poses as the recently-deceased Jonathan Kent to try and manipulate Clark into killing Lionel Luthor.

He nearly succeeds, only for Lionel to point out to Clark that his adoptive father wouldn't want him to take a life. Clark then hits "Jonathan" with a blast of heat vision and the impostor reveals his true colors. He grabs hold of Clark's neck and gloats he's going to bring Earth to its knees with Clark's help, only for Jor-El to possess Lionel and eliminate the Brainiac duplicate.

Fine injects Lex with the vaccine.

Meanwhile, Lex comes to the conclusion that Brainiac is one of the aliens that emerged from the black ship during the last meteor shower, and exposes Brainiac to Green Kryptonite, only for Brainiac, unaffected, to reveal he was only created by Kryptonians.

Brainiac forms his arm into a blade and forces Lex to take him to the lab where the viruses are being kept. At the LuthorCorp lab, Brainiac reveals that the vaccine wasn't intended to be used to guard against viruses before injecting Lex with it. He then sabotages the lab and departs.

Brainiac's virus begins to spread.

In "Vessel", Brainiac uses the black ship to abduct Lex from a field, telling Lana that he's preparing Lex for a purpose he doesn't divulge. Clark later learns from Jor-El that Lex has been chosen by Brainiac to be Zod's human vessel, since Zod's physical body was destroyed years ago to prevent him from escaping the Phantom Zone.

When Clark arrives at the Luthor Mansion looking for Lex, Brainiac confronts him and reveals he originally intended for Clark to be Zod's vessel but Jor-El's spirit proved too strong in him for that to be possible. When Clark refuses to release Zod, Brainiac unleashes a computer virus that causes worldwide chaos.

Upon being impaled by Clark, Fine serves as Zod's portal.

Later, when Clark battles a superpowered Lex and hesitates over killing his former friend with a Kryptonian dagger, Brainiac appears and goads him on. Clark instead hurls the dagger at Brainiac who, once stabbed with the dagger, uses the weapon to open a portal to the Phantom Zone from the Fortress and allow Zod's essence to possess Lex.

With this act, Fine and all copies of him were destroyed and sent back into the Black Ship.

Season 6

Zod activates the black box.

In the season premiere "Zod", Jor-El reveals to Martha that Clark using the dagger against Brainiac eliminated him and all of his duplicates, but also damaged the Fortress and released Zod. Brainiac was still active within the Kryptonian black box, the Black Ship's hard drive.

Zod attempted to use it to alter the Earth's crust, transforming it into a new Krypton by using Brainiac's hard drive to update Earth technology and manipulate the ground into Kryptonian frozen plateaus, until the box was shattered into pieces by a blast of heat vision from Clark. It was later destroyed and absorbed by the Phantom Baern.

Season 7

Brainiac in Casey Brock's body.

In "Wrath", the remains of Brainiac's hard drive turn into a sentient liquid that is accidentally freed during a fight between Clark and a super-powered Lana. In the final act, the liquid inhabits the body of Casey Brock, a LuthorCorp lab technician.

In "Gemini", Lana and Bizarro (posing as Clark, who's imprisoned in the Fortress) investigate odd occurrences in Suicide Slum, and she shows him Casey, who's in a comatose state and muttering in a language that is revealed to be a Kryptonian code which Chloe later deciphers as meaning that Brainiac is attempting to reboot himself.

A drained Brainiac meets Bizarro.

In "Persona", Bizarro tracks down Brainiac, who has regained his human form but is severely weakened, forced to drain trace minerals from people and animals. Brainiac recognizes the Phantom and scoffs at Bizarro's desire to remain as Clark forever, but is coerced into helping the doppelganger, who threatens to imprison him again.

Brainiac then tells Bizarro to find his creator Dax-Ur, who's hiding out on Earth, and instructs him to find and use Dax-Ur's shield. Brainiac later takes the form of Lionel and instructs a returned Clark on the use of Dax-Ur's shield.

Brainiac downloads Dax-Ur's knowledge.

Once Clark activates the shield, Brainiac picks up the Kryptonian beacon emitted by the device and tracks down his creator, whom he attacks so he can drain the information he needs to repair and upgrade himself from the Kryptonian scientist's mind.

In "Veritas", Brainiac appears to Kara in the Kent barn and tries to gain her allegiance by telling her he can help her save her people. Kara refuses, and a brief fight ensues between Brainiac, Kara, and Clark.

Brainiac leaves Earth with Kara.

Before flying off, Brainiac tells the two cousins that, if they had done things his way, no one else would have gotten hurt. In order to force Kara to follow him, Brainiac attacks Lana at the Isis Foundation, sticking probes directly into her brain before departing.

He later uses her to deliver a message to Clark, telling him to meet him atop the Daily Planet building. Kara and Clark go to meet with Brainiac, who appears and reveals what he did to Lana. Brainiac promises to release Lana if Kara accompanies him. Though Kara assents to the deal and she departs with Brainiac, Lana remains unchanged.

Brainiac laughs evilly after Kara stabbed him and smashed his head with a crystalline block.

In "Apocalypse", Brainiac traveled back through time to the year 1986, prior to Krypton's destruction. He finds baby Kal-El and attempts to kill him (presumably killing Jor-El and Lara before doing so), only to be stopped by Kara, whom he hits and sends flying several feet away. Brainiac insists to Kara that Kal-El will die and that now she will share his fate.

Clark then arrives (having traveled back through time), but Brainiac easily overpowers him and remarks that Clark is powerless due to Krypton's red sun. He then throws Clark several feet away and forms his finger into a weapon, only to be impaled by Kara with a piece of Kryptonian crystal. Right before Kara smashes him with a crystal fragment, Brainiac laughs evilly.

"Kara" extorts Edward Teague to find out where the Orb is.

In "Arctic", it was revealed that Brainiac did indeed survive his supposed death on Krypton and took Kara Kent's form while trapping her in the Phantom Zone. Brainiac as Kara posed as a flight attendant on a private jet where Edward Teague was riding. She questioned him about Veritas and a device.

At first Teague refused to answer her questions but Brainiac punched a hole in the plane wall and threatens to throw him out until admitting that Lex Luthor might have it: afterwards, Brainiac flew off, leaving Teague to crash to his death.

"Kara" tries to steal the device from Lex's safe.

Clark later found "Kara" at the Luthor Mansion and took her back to the Kent Farm to question her recent actions involving Edward Teague's death. Clark tried to persuade her and stop her but "Kara" kicked him away and flew off. Brainiac later confronted Lex and revealed her secret and hinted that the Traveler was Clark.

He made Lex believe that he had to save Earth by destroying the Fortress of Solitude using the Orb. Clark worried for Kara asks Chloe to help stop her and lured "Kara" to her apartment where she tried to attack her with green kryptonite. However due to not being a true Kryptonian, it had no affect on her and she revealed to be Brainiac in disguise.

Brainiac tries to re-program Chloe.

Changing back into Milton Fine, he tells Chloe he is impressed that she tried to stop him. He attempts to pierce her head with his finger tendrils, but Chloe's power enables her to resist him. By the time she falls to the ground, Brainiac is considerably weakened and unable to continue his attack.

He also appeared visibly shocked by Chloe's ability to resist him, asking her, "What the hell are you?". Clark visits Chloe in the hospital and when she opens her eyes he realizes that she has been attacked by Brainiac. Brainiac went to an electrical plant seeking high voltage lines to recharge himself when Clark arrives and apprehends him.

Clark electrocutes Brainiac until he explodes.

During the fight, Clark demanded to know where Kara was and demands that he release Chloe and Lana Lang but Brainiac revealed that Kara was in a place where he'll never see her again and in order for Lana and Chloe to be released, he would have to kill him, which is the one thing that Clark will never do.

Brainiac points out that Clark would never kill him, as he needs to do to release them, because it is against his nature. But, in a defining moment, Clark retorts that Brainiac is not a man, but a machine, and using the nearby power supplies, electrocutes him until he explodes in a blinding flash. After Brainiac was finally destroyed, Chloe and Lana were released from his influence.

Season 8

Chloe is injected with a serum.

Though his physical form was completely destroyed, Brainiac still lived as when he was attacking Chloe Sullivan, he left within her his computer intelligence, powers and knowledge to Chloe through the use of her healing powers. With her powers blocking Brainiac's attack, they inadvertently absorbed his hard drive and she started to display another power: super intelligence.

She first used her new abilities to process information at superhuman speed to decipher encoded telephone numbers of suspected terrorists. After being rescued by Clark and Oliver, Chloe returned to her apartment and used her super intelligence to speed-read the archives of the online version of the Daily Planet and wonders aloud what has happened to her to give her this ability. Until Chloe got a hand on her new abilities, she chose to keep them a secret from Clark at first.

Chloe using her new power on the computers of the Isis Foundation.

In "Toxic", when Oliver Queen collapsed due to being poisoned, Chloe tells Clark that she has researched the poison and found its origins. Clark was stunned that she identified the plant, but Chloe brushes him off as she scans a LuthorCorp online database of plants and instantly locates the plant.

Clark realized she was speed-reading and was upset that Chloe didn't tell him that she had a new ability, believing that it is the result of her attack from Brainiac. Chloe tells him that there is nothing they can do about it and she chooses to view the result as a gift.

In "Instinct", Maxima, Queen of Almerac, teleported to Earth after receiving a Kryptonian beacon released from the Crystal of Knowledge and was determined to find a Kryptonian mate. Clark showed Chloe a copy of an alien symbol scorched into the pavement in the alley.

Using her access to Brainiac's greatly advanced knowledge of the universe, Chloe says it's the family crest from the royal family of Almerac.

Clark showed concern over Chloe's super intelligence as a result of Brainiac, believing that the side effects could be too dangerous and promised he'll find a way to cure her. But Chloe became a bit more aggressive telling him that he can't cure her.

Later Clark revealed that he may have found a cure for her condition: since Jor-El created Brainiac, maybe he could delete Brainiac's program out of her system with a crystal located in the Fortress but Chloe seemed reluctant.

Chloe overloads Sebastian Kane with information.

In "Identity", Chloe was performing super-computing using her Brainiac abilities when Clark super-speeds in and tells her about Jimmy's discovery of his secret. She later discovered that a metahuman named Sebastian Kane was sent by Tess Mercer had discovered Clark's secret.

Chloe visited Kane in the hospital who intended to reveal Clark's secret. She informs him that the human brain is like a computer: download too much and it crashes and loses data. Chloe demonstrated a sub-power of her super intelligence by taking off her gloves and touches him, resulting in overloading his brain with Brainiac information and flat-lining him. Chloe quickly left, clearly distressed about what she just did.

Chloe using her super intelligence to hack into the Crystal of Knowledge.

In "Bloodline", when Clark and Lois were transported to the Phantom Zone, Chloe deduced that it had something to do with Clark's Crystal of Knowledge. She later asked Oliver Queen to steal the crystal's generator from Tess, to enable her to hack into it and see if it reveals Clark and Lois' whereabouts.

Oliver thinks Chloe is getting in over her head, but Chloe insists she can handle it. After he had done that, Chloe put the crystal in the generator and used her Brainiac powers to reverse the effects of the crystal. Her eyes glaze over white and her nose starts to bleed. Oliver is alarmed and tries to stop her, but she pushes him with one hand across the room and knocks him out as the energy continues to build.

She demonstrates advanced control over her new powers and some form of temporary super strength while attempting to open a portal to free Clark from the Phantom Zone. Clark goes to check on Chloe, but she doesn't explain how she did it, risking her own health in the process.

Chloe losing her memories removed by Brainiac.

In "Abyss", in spite of the continuous warnings she received, Chloe chose to use Brainiac's powers. After several weeks of her infection, Brainiac began removing her memories one by one experiencing significant bouts of memory loss.

Chloe plastered the walls of the Isis room with notes to remind herself about her life and the people in it when Clark arrived and finally admitted the reality that Brainiac was slowly taking over her mind. Clark took Chloe to the barn and tells him that when she focuses on a memory, it is replaced by Kryptonian code.

Brainiac taking over Chloe's mind

She draws a symbol which keeps recurring in her mind and Clark translates it as meaning 'doom'. Chloe later went to the hospital to get an MRI but when the machine starts up she experienced memories of her first meeting with Clark then of Dark Thursday and the remaining details are sucked away until Chloe sees herself and the symbol for doom. When the chaos of the memory has faded, the only person she remembers is Davis Bloome.

Brainiac takes over the Fortress prophesies: "Doomsday is coming."

When she could only remember Davis, Clark rebuilt the Fortress of Solitude and took Chloe there. Clark tells Jor-El that he believes Chloe wouldn't have been hurt if she had never known his secret and tells Jor-El that he doesn't want her to remember anything about Krypton or his abilities. Jor-El agrees, but warns that Brainiac is highly unpredictable and poses a tremendous threat to all of them.

As Jor-El began to heal her, a bright light flashes and unknown to either of them, a black substance which is Brainiac moves out of Chloe's eyes and oozes from her ear, and soaks into the surface of the Fortress. After Clark leaves, Brainiac, who had been hiding within the crystal console in his natural liquid form, climbs onto the console and begins to infect the Fortress.

Changing the entire building black, Brainiac announces that the House of El will fall, the dawn of a new age was approaching and that Doomsday is coming producing the symbol for "Doom" on the floor.

Brainiac inhabiting Chloe Sullivan's body.

After being freed from Brainiac, Chloe and Jimmy were both excited about their up and coming wedding day in "Bride". Unknown to anyone, Brainiac endured infecting the Fortress of Solitude and was somehow able to control Doomsday using a unique soundwave to lure him to Chloe and Jimmy's wedding.

The creature crashed the wedding, injuring and killing many people, Jimmy most seriously. The creature then addressed Chloe by growling her name then kidnapped her taking her to the arctic where Doomsday arrived at the Fortress of Solitude with an unconscious Chloe in his arms. Placing her down, Chloe opens her eyes which have turned silver as Brainiac inhabited her body once again before smiling upon the creature.

Brainiac/Chloe tells Davis he is the Brain InterActive Construct.

In the form of Chloe, Brainiac drained the knowledge from the Fortress into his own programming corrupting it, as well as possibly damaging the connection with Jor-El to it as well in "Legion". Once Doomsday reverted back to his human state, Davis awoke half-naked in the Fortress, unaware of his location and what the building was, but was relieved to find Chloe there.

He asked Chloe if she was alright, but she approaches acting strangely saying she's just perfect. He was unaware of Brainiac's control over Chloe and as he approached her, he was surprised by her aggressiveness. She grabbed Davis by the neck and examines him saying that he appears undamaged. Davis asks what happened to her but she declared that Chloe Sullivan ceased to exist from the moment she entered the Fortress and is now the Brain InterActive Construct.

Brainiac mocks Davis' feelings for Chloe.

He then said that Davis was not even human and explained how he came to Earth and of how he was engineered to be the ultimate destroyer and appear human. He then taunted Davis' feelings for Chloe by getting close to him. Davis desperately attempted to appeal to Chloe's humanity, insisting that his feelings for her were genuine. But Brainiac revealed that the feelings were only simulated by a program designed to lure Davis "human" side to him in order to initiate the final stages of his metamorphosis.

Brainiac/Chloe tells Davis he is destined to become Doomsday.

Brainiac then planned to rid Davis of human emotions as he played a vital part in his directive. Davis told "Chloe" to stay away from him, but Brainiac used super-speed to block his path. Brainiac tells Davis that he played a vital part in his directive.

Once he gets everything Brainiac needs, Davis will eradicate the other Kryptonian and then the rest of the planet. Davis stated he was not going to hurt anyone but Brainiac said he has no free will. Brainac lastly explained that after incubating for 12 days in his chrysalis Davis will become what he is destined to be: Doomsday.

Brainiac in Chloe's body draining the knowledge from the Fortress into his own programming.

Clark later arrived to speak with Jor-El about him helping Chloe and finding the creature, but finds it corrupted and was greeted by Brainiac in Chloe's body who stated his father was gone and states all the knowledge the Fortress once held now belongs to him. Clark tells Brainiac to leave Chloe alone as he has what he wants. Brainiac states his hunger is never satisfied as knowledge is what fuels him. He then absorbed information from one of the crystals by touching it. Brainiac said as savage as human beings are, their collective knowledge is exceptionally rich but Clark retorted that nothing about him is human and never will be.

Brainiac confronts Clark before attacking him.

Brainiac then revealed after he planned to drain all of Earth's information and knowledge, Doomsday will annihilate what was left. He told Clark it was a simple plan; absorb and destroy. Clark grabs Chloe/Brainiac and shoves him against sharp crystals, but he can't bring himself to kill Chloe, despite his taunting. Brainiac teased Clark, knowing he would never harm him in Chloe's body and tauntingly questioned why he chose her. Chloe/Brainiac then picks Clark up, tosses him across the Fortress, and speeds away. Clark goes after him but elsewhere in the Fortress and unbeknownst to Clark, Davis is locked in an ice chrysalis.

Brainiac hacks the Daily Planet files and begins his download.

Brainiac then traveled to the Daily Planet and tossed an employee against the wall before super speeding to the control panels. He hacks the wiring and attached himself to the computers and slowly began draining all of the knowledge from Earth, one human at a time by hypnotizing them with his symbol displayed on every computer screen. In the Isis Foundation, Clark and Lana discuss Chloe under Brainiac's control when the computer indicates a power surge at the Planet when suddenly Brainiac's symbol appears on Lana's computer screen, hypnotizing her. Clark calls her name, but she does not respond, so he rushes off to save her. Brainiac began to upload all of the human knowledge leaving the entire planet stood still.

Brainiac blocks Imra's telepathic attack.

In the bullpen while continuing his download, the Legionnaires arrive and Imra tries to distracts him but Brainiac's mind proved too strong and was able to overpower Imra Ardeen’s telepathic powers. Brainiac taunted Imra calling her a telepath and Saturn Girl responded that his sadism was historic but so was his defeat. Brainiac merely stated that history was about to get a rewrite.

Garth and Rokk knock out Brainiac with an energy blast.

Suddenly Brainiac was blasted across the room from a combined attack by Rokk and Garth with an electromagnetic blast, temporarily disabling and short circuit him. Rokk asked Imra if she was alright to which she responds she has a headache. Imra went to check Chloe's vitals and picked up very little brain activity. Rokk noticed the bullpen employees standing still and realized Brainiac was using human brainwave entrainment. Rokk announced that Brainiac was downloading every last byte of their knowledge.

They planned to kill Brainiac by killing the host body, Chloe. Garth reveals a knife and is ready to stab Chloe/Brainiac, saying he took an oath to protect anyone and is ready to do that. But he cannot bring himself to follow through, so Rokk takes the knife and is about to wield it when he is stopped by Clark. Clark tells them that Chloe is still inside, and that he believes he can defeat Brainiac without killing anyone. He asks Imra if she can connect with Chloe. Imra attempts it and can hear Chloe asking for Clark's help.

Clark and the Legion extract Brainiac from Chloe's body.

Clark and the Legion take Chloe, still unconscious, to the barn, a long way from computers. Clark encourages the others to work together to take Brainiac out of Chloe: Garth will create an electric burst to keep Brainiac at bay, while Rokk will use his magnetism to pull the metallic nano-bytes out of Chloe's body, while Clark and Imra will hold her down and connect with Chloe.

Brainiac disabled into an orb that will later become Brainiac 5.

When Brainiac re-activates, Garth blasts him down while Rokk pulls him out, in the form of a black metallic sphere, from Chloe's mouth. Chloe regains consciousness and says that she is fine and can tell that Brainiac is gone. After Brainiac was exorcised, Davis awakens from his chrysalis in the Fortress. As Clark, Garth and Rokk fix the barn, Imra comes in with the Brainiac sphere in her hands. Rokk says that they will try to re-program Brainiac into something useful, and Imra hopes that "Brainiac 5" will be a little more friendly.

When Clark questioned if Brainiac was gone, Rokk confirmed that Brainiac was no longer a threat.



           Smallville.png Villains

Chloe Sullivan | Jor-El | Lana Lang

Main Antagonists
Brainiac | Darkseid | Doomsday | Genevieve Teague | Jason Teague | Lex Luthor | Lionel Luthor | Zod

Supporting Antagonists
Adam Knight | Alia | Bizarro | Basqat | Clark Luthor | Desaad | Dr. Helen Bryce | Faora Hu-Ul (Clone) | George | Gordon Godfrey | Granny Goodness | Jason Bartlett | Kal | Roger Nixon | Sheriff Ethan Miller | Tess Mercer | Zor-El

Reoccurring Antagonists
Agent Carter | Aldar | Alicia Baker | Alistair Kreig | Amanda Waller | Aethyr | Baern | Bette Sans Souci | Brendan Nash | Bruno "Ugly" Mannheim | Claire Foster | Conner Kent | Countess Margaret Isobel Thoreaux | Curtis Knox | Darius | District Attorney Ray Sacks | Donovan Jamison | Dr. Hudson | Dr. Langston | Dr. Lawrence Garner | Dr. Lia Teng | Edward Teague | Emily Dinsmore | Eric Summers | Eva Greer | Faora Hu-Ul | Floyd Lawton | Frank Loder | Frederick Walden | Gina | Gloria | Greg Arkin | Greg Flynn | Griff | Ian Randall | Jacob Finley | John Corben | Lieutenant Trotter | Linda Lake | Lionel Luthor (Earth-2) | Lucy Lane | Mara | Marilyn | Maxwell Lord | Molly Griggs | Morgan Edge | Nam-Ek | Paul Brenner | Perry White | Regan Matthews | Rick DeGroot | Rick Flag | Sam Phelan | Sasha Woodman | Slade Wilson | Steven Hamilton | Stuart Campbell | Talbert | Tina Greer | Vala | Van McNulty | Victoria Hardwick | Victoria Sinclair | Vordigan | Wes Keenan | Winslow Schott

Adrian Cross | A.J. | Alec Abrams | Amos Fortune | Andy Connors | Ben Meyers | Black Manta | Bernard Chisholm | Brianna Withridge | Bob Rickman | Bronson | Buffy Sanders | Byron Moore | Captain Cold | Cameron Mahkent | Carly Meadows | Charlotte Cavanaugh | Chrissy Parker | Coach Walt Arnold | Coats | Commander Cheng | Cyrus Gold | Dawn Stiles | Debra Burch | Desirée Atkins | Deputy Ellis | Deputy Harris | Derek Fox | Dr. Caselli | Dominic Sanatori | Duchess Gertrude | Duncan Allenmeyer | Earl Jenkins | Ed Burke | Edward Lott | Elise Fine | Emil LaSalle | Eric Marsh | Gabriel Duncan | Garrett Davis | Gary Watts | Graham Garrett | Greenfield Brothers | Geoff Johns | Hanison | Harriet | Harry Volk | Heather Fox | Isis | Jake Pollen | Jason Dante | James Gibson | Jed McNally | Jeff Palmer | Jeremy Creek | Jeremiah Holdsclaw | Joar Mahkent | Joe Simmons | Jodi Keenan | Jodi Melville | Joseph Altman | Joseph Cavanagh | Jude Royce's Imposter | Justin Gaines | Kal-El | Kyla Willowbrook | Kyle | Lachlan Luthor | Lance | Lashina | Lawrence Grady | Lincoln Cole | Leslie Willis | Louis Leery | Lucas Luthor | LX-13 | Mack | Macy | Madelyn Hibbins | Magistrate Wilkins | Marcos | Marcus Becker | Maxima | Michael Westmore | Mike | Mikhail Mxyzptlk | Milo | Mr. Lyon | Nathan Dean | Nathaniel Tryon | Nicholas Conroy | Non (Clone) | Orlando Block | Pamela Black | Paul Hayden | Persuader | Pierce | Rachel Dunleavy | Randy Klein | Ray | Richter Maddox | Ricky | Robert Bethany | Ron Milano | Roy Rothman | Rudy Jones | Ruth Cavanagh | Samantha Drake | Scott Bowman | Sean Kelvin | Sebastian Kane | Seth Nelson | Shannon Bell | Siobhan McDougal | Simone Chesterman | Sir Harry Hardwick | Snake | Ted Palmer | Tempest Drake | Teth-Adam | Titan | Tim Westcott | Tommy Lee | Trent MacGowen | Twins | Tyler Crenshaw | Tyler McKnight | Tyler Randall | Vanessa Webber | Wade Mahaney | Wagner | Walt Masterson | William McBride | William Tate | William Taylor

Comic Characters
Bane | Black Flash | Brain | Brother Blood | Bruce Wayne (Earth 13) | Doctor Phosphorus | Eclipso | Felix Faust | Firefly | Greg Fox | Hades | Hank Henshaw | Holly Gehrig | Jacob Snell | Joe Chill | Kenny Cavanaugh | Kirk Langstrom | Lowtax | Malcolm Barnes | Matt Hagen | Megan Morse | Minister Kirt Niedrigh | Monsieur Mallah | Oswald Loomis | Pamela Isley | Parallax | Prometheus | Rose Wilson | Simon Jones | Trigon | Victor Fries | Victor Zsasz

Organizations, Teams, & Gangs
Checkmate | Cheerleaders of Devotion | Darkseid's Elite | Darkseid's Prophets | Disciples of Zod | Female Furies | Injustice League | Insurgence Team | Intergang | Manhunters | Marionette Ventures | Mutants | Students for Lex Luthor | Suicide Squad | Weather Girls | Yellow Lantern Corps | Zoner Companions

Hostile Species
Phantom Wraiths | Monitors