Plot summary: When the founding members of The League turn themselves in Cadmus see their chance to strike, sending Galatea to take The Watchtower.

Notes and Trivia
Episode: 24 (S2.E11)
Original Air Date: July 9th, 2005
Directed: Dan Riba (12)
Written: Dwayne McDuffie (12)
Animation: DongWoo Animation Co., LTD. (3)
Music: Kristopher Carter (9)
This episode’s title tips the creative team’s hand, as Brainiac was the antagonist of a multi-issue comic arc of the same name.
Steel is immediately able to spot LexCorp tech when he sees it. You’d be forgiven for forgetting that A) Steel exists and B) When we first met him he was working for Luthor.
Speaking of the missiles, Steel calls them “Damocles Class.” Justice League: Crisis On Two Earths – originally planned as canon to the DCAU – features the Crime Syndicate threatening to destroy the world with ‘Project Damocles.
The abandoned film Superman Lives (which at one point had Tim Burton and Nicolas Cage attached) would have also featured a merged Brainiac and Lex Luthor… named Lexiac. Sheesh.
DCAU Debuts
S.T.R.I.P.E. gets a little bit more focus than the rest at the start of Galatea’s raid on The Watchtower – he speaks! – so why not? Pat Dugan was created by Jerry Siegel and Hal Sherman all the way back in 1941 and enjoyed the bizarre subversion of being the adult sidekick of a teenage superhero. Originally going by ‘Stipesy’, Pat was a mechanic and inventor, later creating the Special Tactics Robotic Integrated Power Enhancer. Iron Man without the money and womanising, if you like. He created the suit to help keep his stepdaughter, Stargirl (who also appears in this episode) safe and the two became a more famous double-act than the one he debuted with. He of course appears in Stargirl where he’s played by Luke Wilson.
I guess Fire and Ice get a lil’ somethin’ somethin’ too, but they’ve got a a focus episode coming up next season.
Recap

With the world still reeling from the attack last episode, Superman gathers the founding members of The League (minus Batman) to agree on how best to atone.
They decide to dismantle their fusion generator… and turn themselves in to the US Government! Batman abjectly refuses to join them, pointing out his part-time membership.

In their absence, Galatea and her hordes of Ultimen raid The Watchtower, resulting in a massive brawl with dozens of Leaguers all over the station, with Captain Atom recovering to help the heroes.
Supergirl takes a real beating from her evil clone but is eventually able to fry her with one of the Watchtower’s massive power cables.

Meanwhile Batman approaches Amanda Waller, imploring her to see sense over The League’s culpability and turn her attention to Lex Luthor.
Turns out Lex has been building his own Amazo to transfer his consciousness into, admitting to Bruce that he used Cadmus to gain superpowers… and fuck with Superman, of course.

Lex gives Batman the same treatment as The Question a couple of episodes ago, throwing him around with superhuman strength.
Waller destroys the android and The League arrive to take Lex in… but Luthor’s body transforms into a horrifying techno-organic monstrosity… Brainiac lives!!!

Best Performance
Bruce Timm thinks Nicholle Tom was giving one of the best performances in the series as Supergirl and Galatea. I wouldn’t go that far, but she is good for sure, making the two sound ever so slightly different to reflect their different ages and personas. Her work as Galatea is far stronger, which makes sense as she gets more lines and most actors prefer to play villains because they’re more fun. I think it was smart to ratchet up the menace-factor on Galatea, as she cockily invites Kara to get her ass kicked and then not only does it, but narrates the entire time. I did like Kara’s naïve pleas for Clark not to turn himself in, and of course the vulnerability she brings to the villain in spots as well, but she’s at her best when being a full dickhead bad guy.
Clancy Brown gives it a good go at the end, softly monologuing to himself to give the audience exposition. Bad writing, but well delivered. I assume he also provided the guttural body horror transformation sequence at the end, which really helped elevate what was already a disturbing visual.
Kevin Conroy is pretty fun telling The League they’re all morons, as well as his confrontations with both Waller and Lex, but it’s nothing too crazy.
Episode Ranking

Soooo last episode I wrote about Lex’s false flag attack as if there were mass causalities, because that is 100% how it was framed. Turns out Standards and Practices agreed, so here we get unambiguous confirmation there was zero loss of life. Sigh. Best thing the episode had going for it! At least we learn for definite that Waller and Cadmus didn’t know Lex was behind the orbital laser attack, so that’s something salvaged.
One of the strengths of Justice League was how often the team disagreed with each other, with several of the characters able to assume the role of ‘bad cop’ when required. Most often this was Green Lantern, and he reprises that function here, stating that their mission to protect the world is more important than how popular they are. Wonder Woman is presented as the diplomatic middle ground, believing they should be able to protect AND serve, as it were. That leaves Superman in the interesting position of worrying more about how the world feels about him, a consequence of ‘Legacy‘, given a large part of forming The League was to help rehabilitate his image and win back the trust of the public. They haven’t really played on this aspect at all since the earliest episodes, which is a shame as it would actually be an interesting motivation to send him down some unusual moral pathways.
This also brings us to the more famous dispute in the episode: Batman refusing to comply with the decision to surrender. His assertion that they should clear their names rather than waiting for a review board to do it brings us to the crux of his character, which is that for as cool as he is, he is unfortunately absolutely a fascist, taking the law into his own hands and acting however he sees fit. In the process he functionally calls Superman an overly passive coward, which is very funny given last episode everybody else had to talk him down from raiding Cadmus, with Flash saying he sounded a lot like Bruce. It all goes along very nicely with the complex issues of ‘Clash‘, with Batman acting as the extreme opposite argument to Shazam, making Superman look more neutral by comparison. I actually really like the idea of Clark having both a Bruce and a Billy on his shoulder.
I think there was a real opportunity here to have the ancillary characters step up to the plate in the absence of the founding seven, proving they can be leaders and heroes in their own right. It soooort of gets to that, but first Steel delivers a weird little speech about how these seven are ‘special’, which feels like entirely unnecessary propaganda from the creative team to prop up their previous show. Sorry that I like some of the new kids better, I guess?
Anyway, said new kids do get their turn in the spotlight, with basically every background character that hasn’t even spoken getting to do something and it’s all exciting and well animated. In a perfect world we’d care about more of them as people, but that would require a much larger episode count or a firmer commitment to rotating the cast. It was cute to have the ‘civilian’ support staff get in on the action too. It all builds to Captain Atom’s dramatic recovery, turning his back on Cadmus after all, which makes sense given what transpired last episode… but again, we don’t really care about Captain Atom as much as we do say… Green Arrow, Black Canary, The Question, Huntress, The Atom, Booster Gold and even Vixen. Guess he does outclass them all from a powers standpoint, and several of them were planet-side. Whatever, man! I’m just saying for as cool as the SuperBrawl is, it does underline the fact most of these characters are window dressing for the Big 7.
Batman’s absence for most of this season has definitely been felt, so it makes sense to give him a big role in his return. Telling off The League and sneaking into Cadmus and taking out General Eiling without even looking at him are some more big moments for his personal highlight reel. It made sense to give him the final confrontation with Lex as well, given the season-long theme about the dangers of superpowers; Batman was the lone critic among the founders, with original plans calling for him to join Cadmus outright and/or form his own squad of heroes without powers, and here he is at the end resolving the entire thing by appealing to another ‘ordinary’ human in Waller. Lex used to be the face of this crusade in STAS, with a core tenet of his character being his resentment that despite being close to the peak of humanity he can never compare to the alien Superman, yet here he is ostensibly falling to the allure of super-powered enhancement. Just a couple of crazy billionaires having a standoff…
Or not! The Brainiac reveal will fully play out next episode so we’ll get into it properly there, but it’s certainly a shocking bombshell to end the episode on, both in terms of how gross and memorable the transformation is, as well as the plot ramifications. The stage is now set. The secondary characters got their big moment, and now The Original 7 are all together again ready to face off with an extremely powerful foe. Solid.
To me this is a much better script than ‘Flashpoint, and probably the best of the ‘EVERY hero assembles’ series of episodes, so I’m going to slot it in just above most people’s favourite one of those. It unfortunately still can’t crack the top 5 which are all far more character-driven. There were several solid scenes on that front, but over half the episode is fighting, and I’m always going to put a ceiling on that. Galatea is cooler here than in her debut… but that episode was propelled forward by the delightful odd throuple antics of Supergirl, Green Arrow and The Question, which this episode lacks.
- Double Date
- For the Man Who Has Everything
- Clash
- Task Force X
- Question Authority
- Fearful Symmetry
- Panic in the Sky (NEW ENTRY)
- The Return
- The Once and Future Thing, Part 1: Weird Western Tales
- Flashpoint
- The Ties That Bind
- The Cat and the Canary
- The Greatest Story Never Told
- The Balance
- Dark Heart
- Initiation
- This Little Piggy
- Kids’ Stuff
- The Once and Future Thing, Part 2: Time Warped
- Doomsday Sanction
- Wake the Dead
- Ultimatum
- Hawk and Dove
- Hunter’s Moon
Rogues Roundup

Galatea (Nicholle Tom) (third appearance)
Boyyyyy is that “Goodbye, Daddy” something. We saw these hints at Galatea’s humanity poking out from her ‘Evil adult Supergirl’ exterior in her previous appearance, but to think of Professor Hamilton as a father is a step beyond. There’s also her lingering resentment towards Supergirl, who fully gets inside her head by playing the clone card, so much so that she defies Waller’s orders and carries on fighting. Marrying these two concepts together, the line that most pisses her off is Kara pointing out she was grown from Hamilton’s petri dish, flying in the face of how she feels about her ‘dad’.
They also just make her look like a total badass, with The Atom already taken out before she’s revealed and then her (almost literally) wiping the floor with Steel. Her rematch with Kara is far more one-sided, really stomping Supergirl – who barely lands a blow in return – and taunting her the whole time.
Props for the memorable ‘death’ scene too, getting violently electrocuted for so long that it becomes uncomfortable, temporarily restoring power to the entire base, eliciting cheers from The League, blissfully unaware of what was completing the circuit. Gnarly.
I’m afraid I have no choice but to move her several spots up the list.

The Ultimen (second appearance)
I didn’t rank them last time because they were soooort of good people manipulated into taking an antagonistic role… except when Wind Dragon decided they should murder The League to make a name for themselves. This batch of clones exist purely for evil however, stripped of all free will and obeying Galatea’s wishes.
The thing that I’d hold against them from last time is they weren’t terribly interesting as characters, so them being entirely mute in their return doesn’t help anything. They are shown to be more effective in combat to offset that, though. It’s kind of funny to me that Shifter’s transformations are much cooler here than when they got a whole focus episode, shifting between a greater variety of animals and monsters.
Ultimately (pun not intended) they’re kiiiiiinda fun as far as mute brawlers go, but I do have to penalise them a little for the shortcomings I highlighted in ‘Ultimatum‘.

Amanda Waller & Project Cadmus (CCH Pounder) (sixth appearance)
With it confirmed Lex went rogue with the attack, Waller becomes more interesting as a character basically by default, as she’s obviously still shady as hell, but does order a full cease of the attack on The Watchtower the moment she learns The League were innocent, and ends up thwarting his plans personally in a pretty badass moment.
I’m going to change how I refer to them so that Waller is the star attraction and also move them up one spot. I’m sure that placement will piss a lot of people off, but I think the idea of Cadmus and the overall story arc is much stronger than the collective of villains actually are.

Lex Luthor (Clancy Brown) (fifth appearance)
It’s one thing to get one over on the heroes by secretly funding Cadmus from the shadows and tricking the public into supporting him, but quite another to play both sides, using the tech and research of Cadmus to turn himself into a god… or so it seems!
Does the final reveal arguably reattribute basically everything we’ve seen from him throughout to Brainiac? It probably should, but I’m going to stand by what we’ve seen to date, because it’s all still in-keeping with the character they invested years of ideas into, and none of this works without that. Lex always wanted to even the odds against Superman, and his twin focus of running for President to piss Clark off, and also seeking ultimate power for himself fits all of this like a glove.
I mentioned last time that suddenly making him a physical threat as well – he throws Batman out a damn window! – turns him into something he’s not, but the Brainiac reveal lets them have it both ways. You can enjoy the shock value visual of Luthor beating up Batman safe in the knowledge Batman is still the bestest ever!
- Lex Luthor (–)
- Steven Mandragora
- Circe
- Task Force X
- Amazo
- Galatea (↑)
- Chronos
- Amanda Waller & Project Cadmus (↑)
- Mongul
- Granny Goodness
- Dark Heart
- Tobias Manning
- The Jokerz
- Felix Faust
- The Annihilator
- The Ultimen (NEW ENTRY)
- Tala
- Doomsday
- Hades
- Roulette
- Solomon Grundy
- The Thanagarians
- Brimstone
- Ares
- Mordred (and Morgaine le Fey!)
- Mordru
- Virman Vundabar
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