Plot summary: Lex Luthor has a critical breakthrough in his quest to revive Brainiac… but also has a mutiny on his hands.

Notes and Trivia
Episode: 38 (S3.E12)
Original Air Date: May 6th, 2006
Directed: Dan Riba (19) Joaquim dos Santos (20)
Written: Matt Wayne (6)
Animation: DongWoo Animation Co., LTD. (10)
Music: Lolita Ritmanis (13)
‘Alive!’ and ‘Destroyer!’ are both KISS albums. Bruce Timm being a fan of KISS is such a red flag. Fight me.
Speaking of KISS and Timm, episode writer Matt Wayne claimed Darkseid’s redesign was a nod to the band, while Timm is adamant there was a genuine merger between Darkseid and Brainiac, resulting in the new look. I’m undecided given he looks nothing like KISS or Brainiac to me.
The code 060669 refers to June 6th 1969 when Kinney National Company, owners of DC, bought Warner Bros.
Lex’s declaration “Meet your new lord and master” before Darkseid emerges is word for word what Kanto said in Darkseid’s debut back in STAS.
It is unclear how Brainiac manages to return as a threat in the future era of the Legion of Super-Heroes and propagate at least four more generations of Brainiacs. But hey, that’s the character, I suppose. It always returns.
The survivors of the Legion of Domm brawl-for-all are: Atomic Skull, Bizarro, Cheetah, Evil Star, Giganta, Heatwave, Killer Frost, Lex Luthor, Sinestro, Star Sapphire, Toyman and Volcana. Half of these were part of the original Legion of Doom lineup, along with Brainiac who is soooort of present, and various characters they weren’t permitted to use due to the Aquaman/Batman embargoes. That only leaves out Captain Cold and Solomon Grundy. Weird they would exclude either given one was only imprisoned, like many other villains seen in The Legion, and the other’s entire gimmick is returning from death.
DCAU Debuts
Metron was technically in the background of the various New Gods episodes, but given they went out and got Daniel Dae freakin Kim to voice him, I think we’d best talk about him! Based on Star Trek‘s Spock and debuting in 1971 as part of Jack Kirby’s New Gods saga, he sits upon The Mobius Chair and generally acts as a chaotic neutral, frequently switching sides to serve his own unknowable ends. He invented Boom Tube technology and generally seeks to amass the secrets of the universe.
Bernadeth was the only member of Darkseid’s typical ‘court’ missing up to now. She is the sister of DeSaad, who Darkseid murdered in ‘Twilight‘. Like most New Gods characers, she was created by Jack Kirby and has surprising physical capability. She engages in much backstabbing for leadership of The Female Furies and wields ‘The Fahren-Knife’, a blade forged from Darkseid’s skin. Metal.
Don’t confuse Goldface with the ridiculous villain from Michael Scott’s Threat Level Midnight, he’s actually a ridiculous comic book character! Created in 1965 by Gardner Fox and Gil Kane, he can manipulate gold, which is one of the more ridiculous powers I’ve come across in this game. Unbelievably he appeared in SIX episodes of The Flash, played by original Thanos actor, Damion Poitier.
Recap

Lex Luthor’s latest attempt to revive Brainiac goes up in smoke. A concerned Tala uses her magic to try and prove the fragment Grodd gave him has always been worthless.
Instead she ends up unlocking a vision of the explosion of Braniac’s secret base, which Lex believes he can pinpoint based on the stars he briefly saw. (Noticing…)

Lex sets the Legion to work converting their headquarters into a space ship capable of interstellar travel, determined to find more fragments in orbit.
Sick of her man’s shit, Tala frees Grodd to lead a mutiny, leading to an enormous brawl all across the base with the entire Legion getting involved.

Lex uses his tech to turn Grodd’s powers against him, forcing him to walk out the airlock. Luthor’s loyalists emerge victorious and the rest are put on ice by Killer Frost.
Tala is hooked up to a crazy machine to force her to help revive Braniac, but Metron stops time to warn Lex he is endangering the entire universe, past, present and future.

Luthor tells the New God to go screw and activates his machine, but is stunned when it instead resurrects DARKSEID!!!
Heavy D blows up the base and then ends the civil war on Apokalips, readying his army for revenge against Superman. Lex and the Legion approach The League about the “little problem.”

Best Performance
Big Clance is in fine form talking that shit to his underlings, taking dry pleasure as he casually discards his ex and his main opp. As always though, it’s the emotional range Brown so casually displays, with Lex throwing a furious tantrum at the beginning of the episode… but then cutting himself off mid-sentence when he realises Tala may be able to help after all and switching to a borderline desperate plea. He’s so smug when he thinks he’s won, hyping up his dead robot boyfriend… only to have it all blow up in his face. Literally.
This is also one of Powers Booth’s best performances. He and Clancy had really great back and forth in their fight. But I’d still give Brown the edge.
Bud Cort fucking rules. This isn’t even close to being a Toyman episode but even with his dozen or so short lines he almost steals the show. He just makes everything so sinister whether it’s humming to himself, reciting yo-yo tricks or activating Lex’s crazy machine.
Michael Ironside is always a default level of good. Perhaps not at his best here, sounding a bit less engaged than usual, but even mostly on autopilot he still finds a couple of moments to be excellent.
Juliet Landau’s screams of anguish were deemed too disturbing so were digitally altered. She’s good to the end. It’s always been a very campy performance and one that is often thankless.
Episode Ranking

This episode perfectly mirrors ‘Panic in the Sky’, letting all the side characters have their moment before clearing the board for the final fight, only this time it’s the villains rather than the lesser members of The League. I like it as an idea for the same reasons I did ‘Panic’; why bother amassing this huge array of characters, major and minor, if you’re not going to do anything with them? After all, even the most niche of them is somebody’s favourite.
However I also have the exact same hangups about this as I did ‘Panic’, and even more so in fact. For every Toyman, Sinestro or Bizarro getting one last turn in the spotlight, there are even more villains who never got to speak or do literally anything but stand in the background while the grown ups were talking. Just as I lamented the expanded League roster not really leading to making me care about most of its members, I challenge anybody to care about what happens to Angle Man, Bloodsport or Neutron. Which means this is really just ten minutes of random action figures smashing together and firing off powers you may not have even known they had until that moment. Silver Banshee may actually have more screen time here than in the episode she was hyped up as a big deal (only to do very little) in ‘Chaos at the Earth’s Core.’
Don’t get me wrong, there were some cool moments for sure. I actually liked the way the various members of the Legion’s powers were put to use in Lex’s conversion of the headquarters into a space ship. I’m a sucker for those kinds of real world logistical applications of the fantastic. Plus the handful of little wins for some fan favourite characters. Not to mention the Darkseid of it all! It’s a really dope return and puts him back exactly where he belongs as the biggest bad imaginable in the DCAU, as well as promising an unlikely team-up between The League and The Legion next episode, which should be genuinely fun. The short depiction of Apokalips is some of the best New Gods stuff yet, upgrading the visual diversity of the ‘rank and file’ and bringing out even more of the big generals for a standoff. It sells the idea of this huge civil war and makes Darkseid even cooler when they all just fall to their knees and abandon their cause the second he’s back.
Unfortunately this episode is very thin on true meaning before those final five minutes. The Lex/Grodd standoff is fun, I suppose, and the absurdity of Lex turning the base into a ship was campy in a good way. But it’s almost entirely about that ending, culminating Lex’s quest to return to godhood with humiliation and setting up the biggest possible finale. I can’t even fully get into the tragedy of Lex’s failure though because there’s more to tell next episode and it’s already looking like they’re going with ‘he was blindsided at the last moment’ rather than ‘everything he believed was a lie and Darkseid manipulated him.’
- Double Date
- For the Man Who Has Everything
- Clash
- The Great Brain Robbery
- Task Force X
- Question Authority
- Ancient History
- Fearful Symmetry
- To Another Shore
- Panic in the Sky
- The Return
- The Once and Future Thing, Part 1: Weird Western Tales
- Epilogue
- Flashpoint
- Shadow of the Hawk
- The Ties That Bind
- The Cat and the Canary
- The Greatest Story Never Told
- Divided We Fall
- The Balance
- Dark Heart
- Alive! (NEW ENTRY)
- Initiation
- This Little Piggy
- Flash and Substance
- Kids’ Stuff
- The Once and Future Thing, Part 2: Time Warped
- Doomsday Sanction
- Wake the Dead
- Ultimatum
- Grudge Match
- I Am Legion
- Hawk and Dove
- Far From Home
- Patriot Act
- Chaos at the Earth’s Core
- Hunter’s Moon
- Dead Reckoning
Rogues Roundup

Lex Luthor (Clancy Brown) (eighth appearance)
Lex successfully pulling off a mutiny against Grodd and then twice defending his position as leader of the Legion of Doom is pretty solid work.
Asserting that he’s already more powerful than the entire Legion put together when he has no superpowers is pretty baller. He backs it up, of course, activating hidden failsafes left and right, revealing he’s been wearing an amulet to protect him from Tala’s magic, and fucking SPACING Grodd.
This is ultimately an episode that is intended to humble Lex, taking him within a stone’s throw of his ultimate aims… before shattering everything he’s come to believe in. He doesn’t just refuse to heed the warning of a god of unparalleled cosmic knowledge, he basically yawns in his face and presses the ‘this will probably destroy the universe’ button anyway. And he is immediately punished for his hubris as somebody far worse appears before him instead. The only thing that would have made this better is if Darkseid were manipulating him with Braniac hallucinations from beyond the grave all along. Then Lex wouldn’t have just been blindsided at the last moment, he’d realise none of it was ever real and he’d been played like an inferior mind. Money left on the table, IMO.

Tala (Juliet Landau) (seventh appearance)
Casually levitating while trying to unlock the secrets of the Brainiac fragment was a fun little flex for her final appearance. Of course the bigger moments were betraying Lex to start the mutiny and then directly trying to kill him. Despite her constant treachery, including switching sides twice in this episode, you can’t help but feel sorry for her at the end, strapped to a huge machine and used as a mystic conduit, screaming in pain the entire time. Dwayne McDuffie has suggested Tala deliberately resurrected Darkseid instead of Braniac to fuck with him, and I think that would be a fitting end to her arc.
I’ve seen all of this twice now and I still can’t quite believe they cast such a low profile character into such an important role. It was one thing to make her a key member of Cadmus, and quite another to bring her back to be the lover of Grodd and then Lex and then Grodd again, functionally the secondary lead of the villain faction. And then she’s the key ingredient in resurrecting Darkseid! Tala!!!

Gorilla Grodd & The Legion of Doom (Powers Booth/Bud Cort/Jennifer Hale/Lex Lang/Corey Burton/George Newbern) (sixth appearance)
Consistent with the episode in general, Grodd gets to look better in his final appearance than basically all his previous episodes combined. Part of that is he always took a more passive role, dictating strategy to his underlings and hanging back. But here he is, chasing Lex around with a powerful laser rifle and then absolutely battering him when he catches up to him. There’s something very cool about him being unphased by Lex countering his laser and just declaring he’s going to slapbox the shit out of him instead because he’s still a fucking gorilla. Of course that leads to his downfall as he can’t resist unleashing his psychic powers, which Lex reverses with his tech. Should have kept smacking him around, Grodd!
Toyman getting a nice little role again right at the end was for me personally. He’s delighted to get to use joysticks to navigate the ship, he’s engaging in – and winning – a mini-feud with Killer Frost, he’s doing Poltergeist references, it’s all fun stuff.
Giganta wanting to get her lick back after Grodd tried to fry her brain earlier in the season was good attention to detail.
Killer Frost gets to look cool, saving her own skin by putting all the other mutineers on ice, impressing Luthor.
All of that being said, the Legion’s biggest episode – culminating what everything had been building to with them across the season – also being one that underlines how barely any of them mattered at all… is not ideal.

Darkseid (Michael Ironside) (first appearance)
In only 2 minutes they convey to anyone who may not be familiar with Darkseid that he’s a very big fucking deal. The initial entrance and blowing up the Legion of Doom are both solid, but it’s the decision to give a full scene over to what’s been happening on Apokalips in his absence, two armies gathering for war, instantly abandoning their respective causes and cowing to Darkseid that seals it.
I won’t get too carried away with his placement yet, but given the low standards for villains on this show it’s not that hard to crack the top half.
- Lex Luthor (–)
- Steven Mandragora
- Amanda Waller & Project Cadmus
- Circe
- Task Force X
- Amazo
- Galatea
- Shadow Thief
- Chronos
- Mongul
- Gorilla Grodd and The Legion of Doom (–)
- Darkseid (NEW ENTRY)
- Brainiac
- Granny Goodness
- Devil Ray
- The Rogues
- Tala (↑)
- The Patriot aka General Wade Eiling
- Deimos
- Dark Heart
- Tobias Manning
- The Jokerz
- Felix Faust
- The Annihilator
- Roulette
- Gentleman Ghost
- Metallo
- The Ultimen
- Doomsday
- The Fatal Five
- Hades
- Solomon Grundy
- The Thanagarians
- Brimstone
- Ares
- Mordred (and Morgaine le Fey!)
- Mordru
- Virman Vundabar
- Sonar
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