Plot summary: Lex Luthor is taken prisoner by Brainiac and forced to build it a new body, but unlikely partners Superman and Mercy Graves are on the case.

Notes and Trivia
Episode: 27 (S2.E14)
Original Air Date: September 29th, 1997
Directed: Hiroyuki Aoyama (2)
Written:Rich Fogel (3)
Animation: TMS-Kyokuichi Corporation (10)
Music: Lolita Ritmanis (7)
This one is going to end up being EXTREMELY important to the DCAU long-term…
They left it lingering for quite a while, but we last saw Brainiac had survived within the LexCorp mainframe at the end of ‘Stolen Memories‘ in Season One.
The sidewinder missiles from the start of the episode are comically too big and should be closer in size to the one launched through Clark’s window later on. Unfortunately I’ve committed to being a stickler for this nonsense up to now so…
Recap

Lex Luthor attempts to show off a new anti-missile system… but it fails so Superman has to step in and redirect two missiles into the harbour so they don’t blow up everybody as the demonstration.
Furious, Lex works late into the night investigating what went wrong. A mysterious voice contacts him via an untraceable call, luring him down to one of his R&D labs..

Turns out Brainiac, clinging to life inside the LexCorp network, sabotaged the demonstration and strong-arms Luthor into helping build it a new body.
Brainiac’s attempts to keep Lex’s confinement secret unravel when Clark comes by the office demanding an interview, revealing Luthor’s office is empty.

Feeling this is nothing a little missile can’t fix, Brainiac tries to murder Clark, seemingly unaware he’s Superman. Cue some shenanigans with an explosion and Supes having to catch three falling piece of bridge to stop them killing civilians.
Brainiac next tries to send drones after Mercy who is reviewing security tapes to figure out where Lex went, but Superman arrives to help her fight them off.

Lex decides enough is enough and refuses to keep helping, but Brainiac assesses its body is complete enough, downloading itself and shooting Lex with an energy blast.
Superman and Mercy arrive but Brainiac made some upgrades from their last encounter and kicks the snot out of The Man of Steel.

At Mercy’s suggestion, Supes uses the laser weapon from the start of the episode, which not only takes Brainiac down but causes the entire lab to pull itself apart due to the strong magnetic field.
Superman saves Lex and Mercy and in the aftermath Lex has Brainiac’s remains excavated for study, pointing out he owns every single component as he built the damn thing.

Best Performance
Clancy Brown is SO good. Lex is fundamentally as overly emotional as he is evil and calculating, and it’s Brown’s ability to effortlessly shift between his various mood swings that makes this iteration absolutely sing. In the first five minutes Lex is a preening peacock showing off to the media, a grumpy boss who needs everything to go well, uncharacteristically friendly with Mercy, furious and embarrassed over his failure, and then a sarcastic little bitch when Brainiac makes contact. The cutting “there’s always email” is glorious. The rest of the episode is solid, but those first few minutes are incredible. Let Clancy Brown act!
Lisa Edelstein puts in a good showing as well as the foolishly enraptured Mercy, having some nice little moments with Superman about the hopelessness of her crush. Corey Burton is fine as Brainiac but the material isn’t strong enough compared to when he has shone in the past.

Episode Ranking
What a neat warning about the dangers of AI and deepfakes! I was actually pleasantly surprised by the attention to detail of Brainiac constructing a digital replica of Lex so that it can appear on video calls and nobody questions his whereabouts. Not just that Rich Fogel thought to do that, but that they devoted the time to show it being constructed. Just neat! It also pays off nicely with Clark barging into the empty office and whatnot.
That extremely specific aspect aside, this episode learns an important lesson from our current Number 1 by giving Lex Luthor the spotlight and putting full trust in an excellent voice actor. Just as doing a Lois-centric story worked extremely well in ‘Brave New Metropolis‘, we get Lex’s best showing to date, well-served by strong relationship dynamics with other characters. Lois and Clark are givens as they love to needle him every chance they get, but Brainiac and Mercy really unlock everything. With Brainiac you have a greater villain threat to bring Lex to his knees (literally), while Mercy adds an emotional angle that makes Lex more sympathetic… and then infinitely more deplorable at the end. Superman bounces nicely off both of these characters thanks to his existing feud with Brainiac and a surprisingly fun little team-up with Mercy. Heck, Lois gets a second little button out of Mercy by zinging Clark for being emotionally unintelligent. Hey would you be shocked to learn I’m a sucker for an ensemble where everybody is in perfect sync?
It’s a strong juggling act overall, with Brainiac holding Lex hostage, Superman and Mercy conducting separate investigations that are brought together when Brainiac tries to kill them both, all leading to the final confrontation. Along the way you get two nice ‘Superman struggles but saves the day’ sequences, though it is perhaps a little lazy to have both culminate in our hero chucking things into the water.
The only thing keeping it out of the Top 5 is a weak ending. Superman vs Brainiac II doesn’t live up to their first clash and is over as quickly as it starts. Plus while it’s visually cool to see the two big laser blast effects, it’s hugely anticlimactic narratively. And then instead of teasing Brainiac lives on (would you be shocked to learn it does?) they just have Lex digging up its body. It’s by no means awful, but there is a sense of ‘oh, it’s over then’ that prevents them from sticking the landing. Still strong stuff though!
- Brave New Metropolis
- Livewire
- Double Dose
- Fun and Games
- The Last Son of Krypton
- Ghost in the Machine (NEW ENTRY)
- Stolen Memories
- Action Figures
- The Prometheon
- Tools of the Trade
- The Main Man
- Mxzypixilated
- Blasts from the Past
- Target
- The Way of All Flesh
- Solar Power
- My Girl
- A Little Piece of Home
- Feeding Time
- Speed Demons
- Two’s a Crowd
- Identity Crisis
- Monkey Fun
Rogues Roundup

Lex Luthor (Clancy Brown) (eleventh appearance)
A great episode for Lex. I talked about Clancy Brown’s range above, but that’s also driven by the writing, and it’s extremely compelling to depict such a powerful man at rock bottom as Brainiac’s hostage. The visual of a scruffy, stubbled Lex on his knees desperately tearing into chocolate bars before catching sight of his reflection and feeling immense shame is so good. He even appears to be genuinely concerned for Clark and Mercy’s lives when Brainiac vows to take care of them, though if you hate that idea you can read it as him realising he’s not getting rescued.
It’s also interesting to see him attempt to banter with Brainiac a little once he resigns himself to doing the work, before growing defiant again when he realises he’s to be murdered when he finishes. I think a strong sense of will is important to the character, even if he is still an asshole, as seen from leaving Mercy behind at the end.
I was reluctant to finally move him past Toyman before, but this showing makes me feel a lot better about it. I still prefer Livewire, but this is a wonderful version of an all-time villain.

Mercy Graves (Lisa Edelstein) (fifth appearance)
The decision to add a little warmth to their relationship is an interesting one given where it all goes later. Up to now Lex has generally talked down to Mercy who remains eternally devoted to her boss for reasons beyond the job, which they turn into a cute bit with Lois dunking on Clark for being oblivious. But his little joke with her at the beginning and the reveal he took her in when she was homeless and transformed her life is huge.
Mercy’s concern for Lex – to the point of working with Superman to save him – humanises her a lot, which may work against her evilness, but makes her a more interesting character. You simply have to feel for her when her man leaves her behind to save himself.
She also gets to kick a little ass with the drones, and honestly she could do with a win or two on this front to be taken more seriously. Let’s move her up a bunch of slots only to probably regret it later.

Brainiac (Corey Burton) (fourth appearance)
I think the most interesting part of their take on Brainiac is in what they don’t say: That despite having near unlimited global reach through the LexCorp servers, its main priority is to build a new physical form for itself. I talked about that hypocritical dichotomy in previous appearances, and wish they explored it even further.
While B’s survivability, control over weapons systems and ability to make a Lex ‘Deep Fake’ are chilling conceptually, Brainiac is a little lacking in execution this time around. Sure it gets its body back and beats Superman up a bit, but they definitely lose points for having it just stand there and let Superman sloooowly take aim with the laser turret rather than like… moving, attacking or doing literally anything.
None of it is enough to knock it down, but I would say its grip on sixth place has become pretty loose.
- Livewire
- Lex Luthor (–)
- Toyman
- Metallo
- Parasite
- Brainiac (–)
- Mr. Mxyzptlk
- Lobo
- Luminus
- Mercy Graves (↑)
- The Preserver
- Bruno Mannheim (and Intergang!)
- Kanto
- Mala & Jax-Ur
- The Prometheon
- Bizarro
- Earl Garver
- Darkseid
- Titano
- Detective Bowman
- Weather Wizard
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