Plot summary: Brainiac and Lex Luthor try to attain godhood, with only the original seven members of The Justice League standing in the way of total armageddon.

Notes and Trivia
Episode: 25 (S2.E12)
Original Air Date: July 16th, 2005
Directed: Joaquim dos Santos (13)
Written: Dwayne McDuffie (13)
Animation: DR Movie Co., LTD (13)
Music: Michael McCuistion (9)
Brainiac ‘infected’ Lex all the way back in the STAS episode ‘Ghost in the Machine‘.
Remember when General Eiling confiscated The Dark Heart and thinking ‘that can’t lead to anything good’? Well, here ya go.
The merged golden Lex/Brainiac hybrid slightly more closely resembles the prevailing version of Brainiac of the last 40 years.
The androids used against The League re-use the models for The Justice Lords. As there was no Lord Flash his robotic doppelganger is drawn to look like Zoom aka Reverse Flash.
This episode originally ended with Clark revealing to Lois that he is Superman… something she didn’t know despite ostensibly dating The Man of Steel for at least 2 years. DC shot this idea down, which Bruce Timm supported.
If this feels a lot like a season or even series finale that’s because it functionally was as the producers didn’t think they’d get a third season. Next episode is titled ‘Epilogue’, so this episode really was designed to serve as the end of JLU if required, but they ended up getting the new season order after all.
Recap

Brainiac explains that it infected Luthor some time ago when it shot him with a laser, subtly influencing his actions ever since, curing his cancer and giving him superhuman strength.
Amanda Waller says enough of the exposition dumping and opens fire, but Brainiac swiftly kicks all their asses by going ‘giant tentacles’ mode.

J’onn uses his intangibility to escape and frees the others, prompting Brainiac to convert the top of the LexCorp building into a huge flying attack ship… which The League shoot out of the sky.
Brainiac escapes into the sewers, giving Lex time to make a sales pitch for allowing him to live so that they can achieve godhood together. First move? Absorb the remains of The Dark Heart and make a new golden body.

Lex/Brainiac use the Dark Heart’s replication tech to create androids that resemble the Justice Lords, but The League defeat them relatively quickly and Wonder Woman brings the building down.
Flash taps into the power of ‘The Speed Force’ to purge Brainiac from Lex’s body… but seemingly at the cost of Wally’s own life as he fades away into thin air!

Superman resists the urge to kill Lex and is karmically rewarded by J’onn telepathically making contact with Wally. The League pull him back to reality and Waller has Luthor arrested.
In the aftermath Superman tries to publicly disband The Justice League but Green Arrow talks him out of it. Everybody celebrates and Lois Lane writes a nice article about them all. The End.

Best Performance
For a quasi-series finale, this episode is surprisingly light on big voice acting moments.
Michael Rosenbaum is so often tasked with being the Class Clown to lighten the mood, but his exhausted post-Speedforce comedown is among his best work in the DCAU. Lines like “I don’t feel so good” always work from characters like this, and this is no exception. It’s all very nice.
The Clancy Brown/Corey Burton double act is pretty solid, and I liked the decision to overlay them when they fully merge into the golden form halfway through the episode. Brown is the one who gets to deliver the better lines though.
George Newbern and Kin Shriner should be in contention here given how the episode ends… but it’s just too brief to give them a real chance.
Episode Ranking

This is the highest rated episodes in the series, presumably because of the hype of seeing The Original 7 back together fighting such a powerful villain in what feels a lot like a series finale.
Unfortunately it’s an extremely paint-by-numbers episode with almost nothing but mindless fighting. Brainiac is unstoppable… but then some bullshit has to happen to move to the next phase of the fight. And then the next and the next.
I liked the idea to incorporate The Justice Lords into the fight given the events of their episode are what kickstarted this run of episodes when Question discovered the recordings of Lord Superman killing the President, which also fuelled Cadmus to do all this clandestine shit. The doppelgängers expressing The League’s deepest fears and hang-ups fell flat for me, unfortunately. I simply don’t buy that they’d actually get through to them that quickly in the middle of this end of the world scenario. That in turn means the ‘switching dance partners’ aspect doesn’t work for me either. Superman being more comfortable attacking the one that happens to look more like Wonder Woman feels… strange? I know they use it for a joke with John and Shayera moments later, working out their issues with each other and whatnot, which is cute, but these damn things can look like anyone, if the pairings were an issue wouldn’t they just switch again immediately? It’s all just trying a little too hard to be slick IMO.
What works better is their dogged determination to play on the key ‘what if?’ moment of Lex killing Flash and then Superman avenging the death, triggering armageddon. ‘Lexiac’ even manifests a shotgun out of thin air and has two drones turn themselves into army men holding Wally down to really drive the concept home. They go to this idea not once, not twice, but three times as the ‘Lex’ drone taunted Superman about murdering him with his eye lasers during the previous fight, and then when Flash seems to perish after his Speed Force moment, the real Lex mocks what just occurred, causing Clark to seize him by the throat in a rage. Is it slightly contrived? Maybe. But Bruce having faith in his friend rising above hate and sparing Lex is a nice moment.
I’m torn on pulling Flash out of The Speed Force by linking arms and believing. It feels a smidge too hokey to me, and is preceded by J’onn looking batshit insane as he stumbles around doing the Professor X telepathy gesture as he claims to be in contact with Wally. They do try hard to sell the enormity of the death with their collective shocked faces, counter-balanced by them all smiling – even Batman especially Batman – once they get him back. But when you’ve spent the better part of fifteen minutes doing a huge dumb brawl and some exposition, it’s tricky to pull off emotional fake-outs like this, especially when you then need to leave a few minutes to wrap the season up. I’m loathed to suggest they needed another episode but I just didn’t jive with the pacing of this at all, with even the final two beats of Superman trying to break up the team and Lois and Clark having a ‘moment’ not having quite enough time to work to their fullest extent. Nice try to win me over with one last WonderBat moment.
I actually think this is the weakest of the big four Cadmus episodes, trading in their big character moments for pure pomp and spectacle, which simply doesn’t cut it for me. There are some big ideas at play but most of them whiff, and nothing feels like it has enough time to properly land due to the need for MOAAAR FIGHTING. Sorry, IMDb voters, I’m simply built different.
- Double Date
- For the Man Who Has Everything
- Clash
- Task Force X
- Question Authority
- Fearful Symmetry
- Panic in the Sky
- 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
- Divided We Fall (NEW ENTRY)
- 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

Brainiac (Corey Burton) (second appearance)
Thank goodness Brainiac isn’t a slave to its emotions like a pathetic human, otherwise it’d go to extremely petty lengths to avenge a multi-year grudge or something! It’s funny to hear it talk about simply wishing to fulfil its programming and no more given how many times it has deviated to fuck with Superman.
The giant tentacle swarm Brainiac opens its assault with is among the most devastating attacks unleashed by a villain in the DCAU, with barely any of The League even damaging one of a seemingly infinite number of the damn things. They shatter one of John’s bubble shields! It’s thus a little frustrating when the next move is creating a giant spaceship that looks like Brainiac’s head… which is somehow less of a threat than simply sticking with the tentacles.
From there it’s the standard army of drones and big laser beams, which is less interesting than how the whole thing started off, and then Wally just speeds the Brainiac out of Lex, I guess? Still, powerful final boss, I suppose.

Lex Luthor (Clancy Brown) (sixth appearance)
Running the exact same game on Brainiac that worked on Amazo pays off again, as Lex is able to convince an insanely powerful robot to let him live and seek a higher calling. You can’t fault his silver tongue.
I’m attributing the more ‘creative’ plans of the gestalt to Lex, such as thinking of adding The Dark Heart to their arsenal and making the security drones look like The Justice Lords. But the real sauce is Lex’s mockery of Flash in particular, calling him “boy” and trying to make the prophesied execution come to light, then laughing at Superman when Wally ‘dies’. What a dick! Number one forever.
- Lex Luthor (–)
- Steven Mandragora
- Circe
- Task Force X
- Amazo
- Galatea
- Chronos
- Amanda Waller & Project Cadmus
- Mongul
- Brainiac (NEW ENTRY)
- Granny Goodness
- Dark Heart
- Tobias Manning
- The Jokerz
- Felix Faust
- The Annihilator
- The Ultimen
- Tala
- Doomsday
- Hades
- Roulette
- Solomon Grundy
- The Thanagarians
- Brimstone
- Ares
- Mordred (and Morgaine le Fey!)
- Mordru
- Virman Vundabar
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