Fall back!
Down! Down! Down!
Thanks. I'd hate to miss the view.
You know, the cops didn't seem to like you that much, Ms. Lane.
Occupational hazard.
You and me, both.
So, which are you guys angling for?
Life in prison or, you know, blaze of glory?
You should watch your mouth, lady.
You're not proving to be much use to us.
No offense. It just takes pretty huge stones
To get this noisy in Metropolis.
Oh, didn't you hear? 7.2 in Belize this morning.
Superman's busy. We scramble.
You do know he flies fast, right?
We'll take our chances.
What the...
Plus, there's the other one.
Other one?
Superman's cousin. Didn't you hear?
No, I didn't hear.
You really should read my column.
You don't know many teenage girls, do you?
Rebellious, angry at the world, doesn't know her own strength.
You're in deep trouble.
Ow!
Hold it. The skirt's the bad cop?
She's just visiting.
Metropolis is my turf.
You all right, Ms. Lane?
I am now, Superman.
Nice outfit.
Thanks. If I knew I was gonna be abducted, I might have skipped the heels.
Seat belt.
Enough!
Let me explain how this is gonna go.
Anyone else care to educate me?
Kara, what the hell were you trying to prove out there?
I was stopping bad guys.
That's what we do, right?
Stop them, not scramble them.
Don't lecture me, kal. I'm still older than you.
No. You may have left Krypton that way, but you're not anymore.
The wormhole got me here faster.
That's not fair.
Tell it to Einstein.
Who?
Smart guy. Lived here on Earth.
Do your homework.
Why don't you do yours?
Excuse me?
You've spent your whole life on this planet.
You grew up with these powers.
Do you even remember Krypton?
Your parents? My parents?
Only a little.
Well, for me, it was only several months ago.
I didn't have powers. Nobody did.
And when bad things happened, we were helpless.
Kara, I can't know unless you tell me.
Ask regular people down there how they feel
When guys like that terrorize them.
I have powers now.
And I'm going to use them.
This is U.S. space surveillance.
We've got an unknown object incoming over the southwestern U.S.
Lost contact with communication satellie VN59ER.
Godss, can you get a visual?
Teenagers.
It's a matter of calibration.
She's a good kid. She'll learn.
So, what's your excuse?
Meaning?
You volunteered to be their hostage?
Well, better me than someone else.
You have to stop doing things like that.
No, what I have to do is get the story.
Other reporters do their jobs without needing me to save them every time.
Other reporters don't have the access I do.
To the stories? Or to me?
Both.
Must be awful being you.
Most powerful man in the world and you still can't control the women in your life.
Kent.
You're not Kent.
Just leaving a note.
Think he'll mind if I use his DVD player? Mine's...
I busted mine.
You and he aren't dating?
What makes you ask?
Yeah, didn't think so.
I've got a little theory about Kent,
The way he's so secretive about his personal life.
Yeah?
Ask him if he's got a girlfriend,
You never get a straight answer.
How he's not really a sports guy,
But he's in that great shape.
Huh.
I'm just saying.
So, what's your story?
Me?
We know you're not with Kent.
Oh, it's just-- I thought you were asking about Clark because you were--
Me?
Hey, listen, baby.
Anytime you need proof what makes me stand and salute...
you just let me--
Oh, sorry. I've been meaning to get that fixed.
Lois, Perry wants to see us.
Heart rate, breathing, skin temp--
What, you're mad at me?
You're something else.
I don't care what he thinks about me.
I know that.
I'm surprised you didn't think of it yourself.
It's the perfect cover.
Then, what?
You don't want anyone knowing that we're together,
But, at the same time, you don't let another guy even talk to me?
It's like I'm going out with my own stalker.
Him?
Lombard? You want that guy hitting on you?
No. That's not the point.
The point is you need to ease up a little.
I thought you like it when I come to your rescue.
It sure seems like it, the way you take unnecessary risks.
When I'm falling out of a plane,
Rescue me.
Getting ogled by the office pig, I can handle.
It's like everything you do is to protect poor Lois.
And what's wrong with that?
I don't need protecting!
Heads up, guys!
Some kind of thing falling over Arizona.
Reports of an unidentified object
Currently projected to impact somewhere in the suburbs north of Phoenix.
- The Air Force... - I gotta go.
Go.
- We'll talk later. - Go.
Argh!
Ow!
I actually felt that.
Transmitter.
Uh-uh. No phoning home!
I still can't believe you eat these.
Trust me, honey. In Kansas, bacon is one of the major food groups.
Maybe I'll fry you up some in the morning.
That's okay.
Come on. It's getting buggy out here.
Okay if I lose these?
No one's around for miles.
Sure.
I know kal means well, but this is just not me.
I've got a feeling you're not gonna be around Smallville long enough
To need a secret identity.
I hope I don't seem ungrateful.
Oh, honey. You aren't.
You know Clark.
He always wants what's best for people.
I think he thinks history can repeat itself.
But we're all different.
Pa and I can never substitute for your parents, we know that.
For one thing, we're too darn old.
And so are you.
Just know that you're special to us
And you'll always have a home here whenever you need it.
Thanks.
I know it can get awfully quiet around this place,
But sometimes a person needs that.
It works for him.
...Into a robot and attacked the man of stee.
We've received this amateur footage taken of the encounter.
Good lord, what do you suppose--
Kara?
How far can you zoom in before we lose detail?
Well, looky here.
What's she looking for?
Hey, I don't bite.
I think you scared her off.
She'll be back.
They always come back.
Kal!
Kara: Kal, where are you?
Over here.
Kara. It's just a robot.
I know. Are there more?
I don't think so.
Hey, are you okay?
Where's that indestructible kid I was arguing with a couple of hours ago?
Kara, whatever it is, it's disabled.
It's not going to do any harm.
You're wrong.
You've seen these before.
A lot of them.
On Krypton?
In Kandor, the capital.
The day it disappeared.
A whole city disappeared?
- Taken. - I don't understand. By who? How?
It calls itself Brainiac.
We were in Kandor, visiting friends, when those things attacked.
Kara: The robots were everywhere.
Our army threw everything we had at the,
But they were unstoppable.
They killed people randomly at first.
Then, as they download our knowledge and learned about us,
They figured out who to keep and who to kil,
Who they found redundant.
Zor-El! Alura!
Kara! Come on!
Kara: Our friends tried to help us escape.
We got separated in the caves.
We never saw the being inside the shi,
The thing in charge.
I don't think there's anyoe alive outside that ship that has.
No!
Thara, ak-var!
You've got to get us out of here, Zor-El. We can't get out.
Please! Please, help us! Please!
Kara: Fearing he'd return, my parents sent me to eah
After my father and other scientists
Decoded the memories of robots left behind.
That's how they found out he was called Brainiac.
They learned from his technology.
Plan to find him. Fight him.
Get back the people of Kandor.
Hey, hey.
It's okay, it's okay.
We were all so powerless.
- I know. - I never want to feel that way again.
No one should.
But if that thing's here,
It's all going to happen again.
No. I'll make sure it doesn't.
You're going after him, aren't you?
Kal, you don't know what you're dealing with.
These probes must be how he searches for planets.
And if this one didn't contact him, someday one will.
I need to finish what your father started.
Isolate this robot's com signal,
Scan for others like it, and find Brainiac first.
Plus, if you're right, there could be 100,000 kryptonians
Alive and trapped on that ship.
And what if he shows up while you're gone?
What if you never come back?
You'll have to keep things safe here
Until I come back.
What makes you think I'm ready to do that?
You'll have to be.
You missed Perry's big announcement.
He's a grandfather.
Keith and his wife had a girl.
They're naming her Alice.
That's great.
I want a normal life, Clark.
Oh, I don't know if life with me is ever going to be normal.
You know what I mean. I want to do regular things with you.
Get a place together. Make couple friends.
Someday, maybe, get married, have kids, I don't know.
We've talked about this before.
If people ever found out, you'd be in danger.
I'm not talking about people knowing I'm with Superman.
I'm talking about their knowing I'm with Clark.
And what if someday people find out that's the same person?
Then we'll deal with it.
I'm in danger all the time, Clark.
And I'm not thrilled with that either.
Well, what about me? You think I like sharing you with the world?
Wondering if today's the day some lunatic finally figures out how to kill you?
But I don't tell you not to do your job,
And you can't tell me not to do mine.
You can't compare what I--
Yes, I can.
This fear is your problem. Not mine.
You can't keep the world safe for me all the time.
Not if it's going to keep us both from having a life.
And if you keep insisting--
Lois, I have to go away for a while.
"away" as in spend some time with your folks in Kansas,
Or as in somewhere just past the crab nebula?
More like the latter.
Can we deal with this when I get back?
Men. Always finding an excuse to leave when things get scary.
Of course, you're the only one who literally disappears off the face of the Earth.
Member Zor-El's report to the science council.
Although we've still found no visual record of the creature Brainiac,
We have determined he is from a planet called Col.
Born fully organic, brain has incorporated
Extensive motor, skeleta, and cybernetic enhancements into himself.
His method is to explore the galaxy,
Upload knowledge into his own neural core from the worlds he encounters,
And then destroy those worlds.
Whether Brainiac has kept the people of Kandor alive remains a mystery.
As does why he didn't destroy Krypton.
My brother, Jor-El, has his theories about our planet nearing its natural end.
Maybe Brainiac detected this and saved himself the troubl.
Pausing playback.
Frequency match identified.
Star system ahead.
Where's Brainiac? How does this work?
Ahhh!
Ah!
These people were leaving.
I'm new here.
Maybe this'll get the message across.
...Acquired this video from last night
Of Supergirl taking on human traffickers in north Korea.
From mexican drug lords to genocide in Africa,
Supergirl seems to be on a one-heroine rampage
During Superman's absence.
Yeah, everywhere but here.
Why does Superman disappear for weeks like this?
Maybe there's an angle in it.
Does he want to make sure the human race stays self-sufficient?
Are there other worlds he protects?
You mean like, he's cheating on us?
Let's play with it: "the aloofness of Superman."
Lois, you run with this.
- Must I? - Who else am I gonna give it to, Kent?
He's probably cheating on us, too.
Cataloging planet laroo.
Three sentient species identified.
Stand by.
Knowledge has been uploaded.
Specimen analysis underway.
Stand by.
Specimen active.
Sending units to subdue.
Specimen analysis complete.
Storing specimens.
The milky way.
He's placed each city according to the planet it came from.
Then Krypton would be...
Kandor.
Kara was right.
Really?
Put yourself in the center of the galaxy?
A little egocentric, aren't we?
So,
You must be Brainiac.
Okay.
Identify.
Try asking nice.
Kryptonian.
Not big on people skills, are you?
You should not exist outside my control.
Sorry to disappoint.
I did not destroy Krypton after uploading my specimens
Because the planet was about to destroy itself.
You exist because I allowed you to be.
I hope you're not expecting a thank-you.
It was an error.
Got that right.
What are you?
Who made you God?
You ask me such questions?
Ridiculous.
I am the knowledge and strength of 10,000 worlds.
I am flesh and machine.
I am becoming everything.
And you,
Your arrival is no more than a rare opportunity
For entertainment.
And it presents me the opportunity
To correct that error.
You shall be integrated into Krypton's specimen city,
Where you belong.
No, thanks.
It was not a request.
Your struggle is pathetic.
You are weak.
Your mind has been fully scanned.
Your skills and limitations are mine to read.
Ahhh...
You've been living on another planet with intelligent life.
Earth.
The kryptonian rocket I found adrift...
Yours.
Yes. Its guidance system contains Earth's location.
New acquisition planet entered in databa.
Changing course.
Preparing environmental simulator.
No!
You have brought me another gift, kryptonian.
Perhaps letting you live was not such an error after all.
Kandor.
Jim, you still got that watch Superman gave you?
Sure, but I don't think it...
Can't hurt to give it a shot.
Miss lane, if Superman were around
He'd have responded to that hijacked freighter the other day.
And the fire over on 3rd.
Ow!
What is that noise?
Oh, sorry.
Okay, Jimmy, Supergirl. Supergirl, Jimmy. Thanks for your help, Jim.
You meant to call her?
Yep. Keep this between us, okay?
Sure.
Okay, I'm here. What?
What's your rush?
All right, look. You and I don't know each other well yet,
And I'm guessing Superman didn't tell you,
But it's okay to talk to me. I know about him being Clark.
I'm his
Girlfriend.
He didn't tell me.
Yeah, well, that's Clark.
It took him a year to tell his folks. So, here's the thing.
While everyone else is singing tributes to you
For kicking butt all over the world...
They were bullies. Bullies should be punished.
Right. Right on, sister. But in the meantime,
I think you've been avoiding Metropolis.
So what do you know that we don't?
And what does it have to do with Superman?
He cares about you?
He'd want you to live?
I think that's the general idea.
Then get out of Metropolis.
Stay with the kents in Smallville, somewhere he can find you after.
After? After what?
Remember that thing that fell from space
Just before he went away?
- Uh-huh. - It was a probe.
A scout.
And he's gone to find whoever sent it?
Brainiac.
Because otherwise this Brainiac will come here?
And Metropolis is just the kind of city he'll take.
Take? Like a souvenir?
And what, you're planning on letting him?
Kal's out there trying to stop him.
Well, you don't sound very confident.
If kal fails,
There's nothing I'd be able to do.
So you're not even going to try?
I'm sorry.
I'm not saying it's right. I just
Lived through it once already, and I can't do it again.
It must have been the worst day of your life.
Hmm.
I forget you're still just--
I'm not used to someone with powers like his
Being scared.
Or showing it, anyway.
I'm sorry.
It's okay.
I know I'm not supposed to show it.
Kara, it's okay.
there's this Somali warlord...
Go.
Give me the Pentagon.
- Hello. - Excuse me.
A red sun.
I don't have much time. What's the closest way to the edge of the city?
We don't go near the edge of the city.
Did you come from Krypton?
Are things all right there?
I'm sorry, I'll get you all out of here.
But right now I have to get myself out, and fast.
Please, you can't say such things,
They'll come!
Do you realize where you are?
You're prisoners.
This whole city is inside a ship.
Dispatching sentries.
Citizens, your conversation has become subversive.
Please modulate accordingly.
Yes, of course.
The new one doesn't know.
They keep you in line.
Hey! Talk to me this time.
Retrieving sentries.
I'm losing my strength.
I need to get out of here while I still can.
I'm sorry, there's no escaping.
We all tried, long ago.
Eventually we accepted,
And so will you.
Well, you had to have been children when it happened.
No, no one ages here.
We've all been the same age since we were captured.
Even...
That's over 30 years ago.
Tell us, how is Krypton?
We feared it was destroyed.
It was. I'm sorry.
Then the arrivals from argo city were right.
Arrivals from argo city?
They appeared the same way you did.
A short time after Brainiac took Kandor.
Was there a couple with them name Zor-El and Alura?
Great Rao. He looks just like his father.
Unbelievable.
I'm eating kryptonian food.
Close enough.
Well, we don't have soil to grow food.
No springs for fresh water.
Brainiac gives us everything we need,
And nothing more.
Enough of that. Please,
Tell us more about Kara.
She's having some trouble adjusting to a new world,
But she'll be all right.
And you? How did you adjust?
For me, it was easier.
It's the only world I know.
I have family and friends,
- And... - Someone special.
Who drives me nuts sometimes.
nice to know that's the same everywhere.
So how did you end up here?
We were studying Brainiac's probes for information on him.
Adapting our technology
So we could find him and fight him.
We think by doing so, we attracted him back.
He watches us constantly.
Listens to every word.
This conversation right now is subversive.
It's so you'll never escape.
It's more than that.
I think it's a bug in his programming.
That cyborg core inside him.
It wants to know everything there is to know in the galaxy.
So he said.
But that's impossible.
Worlds are living things.
Their knowledge is always growing and changing.
So he has to stop them.
Turn them into these fake versions instead.
You can't control a living thing without destroying what's alive about it.
So, his whole system is a lie.
Brainiac is headed for Earth.
- I need to-- - Kara's in danger.
We would do anything, but what is there?
We have no tools, no way to escape.
He's made sure of that.
Maybe we can use his own tools against him.
Hey, Brainiac, I've still got some punch left in me.
What's underneath this street?
You have machines to keep this facade going?
He wants the robots to come!
Citizen, your behavior has become subversive.
Cease your activity at once before we are forced...
Hey!
Subvert that.
Retrieving damaged sentries.
I'll be back for you. I promise.
Hey, ugly!
Fool.
Shut up.
Argh!
This won't hold you forever.
It just needs to hold you long enough.
You underestimate me.
You will die.
And your new world will be mine just like your old world is.
You're meaningless compared to me.
I am everything. You are nothing but fists.
When I need to be.
The engine room.
Ma! Pa! He's home! Clark's come home!
Kal! Kal?
Did you find him?
I did.
Tell me he's dead.
I disabled him for now,
Marooned his ship.
Kal, that's not good enough.
His ship had thousands of cities on it,
Millions of lives.
They all need to be freed and found new planets to live on.
Then, he did keep the cities.
They're alive! Thara! All those people!
That's not all. Kara, your parents are in there, too.
I spent time with them.
They can't wait to see you.
How? What do we do?
I know a habitable planet with a red sun like Krypton's.
You and I will take them there.
What is it?
Something's happening in Metropolis.
What is that?
- Hey! - Hey! What's going on?
No!
It's happening here.
It's happening again.
Have a seat, bot-head.
Come on. Move it!
We have to go.
I can't.
I need your help.
We'll take Kandor. We'll take my parents.
Find another planet like you said.
Kara, if you run, he'll never stop.
But here on Earth, you have powers.
This is your chance to fight back.
We can beat him.
Ahhh!
Could be the end of the world, lane.
- You and me, you wanna hook up? - Not a chance.
Lois: Superman!
Lois.
The impudence.
I have been claiming worlds for centuries before you were born.
You thought it would help you to disconnect me from my ship.
You fail to comprehend.
This ship is me.
Constructed around me.
An extension of me.
Earth...
Forget Earth.
- It was unexceptional. - Argh!
It had nothing to offer me.
I found it redundant.
Lois!
Disgusting.
Your affection for humans is nauseating.
Kara.
Yes.
The other kryptonian I will keep.
I'll need at least one.
And you may not survive.
Now you will see a glimpse of what I am.
How many worlds do you think your feeble mind can process before it turns to sludge?
I'd say less than one.
Good. Fight it.
I need your brain to function long enough to tell me one more thing.
Where you've put Kandor.
Ah.
Changing course
For planet's north pole.
Then you haven't destroyed Earth.
- Soon. - And Metropolis?
Here,
But not for long.
Your sentimental attachment is grotesque.
Even you must realize how worthless they are.
Such a savage world.
Its scientific achievements paltry.
Its weapons unimpressive.
To think that two kryptonians chose to call this planet home sickens me.
What could Earth have possibly offered you?
Something you wouldn't know anything about.
It's my home.
My heart.
It gives me strength!
Go to hell.
Kara, wake up!
Kal?
Is this his ship?
It's all right.
We're inside Brainiac's...
Kryptonian trash, you have already failed.
I am the knowledge and strength of 10,000 world.
Neither you nor metropols will ever leave this shi.
Soon, I will have Kandor, and then I will destroy your world with a thought.
We'll see about that.
You will see nothing.
You are nothing.
A specimen to dissect.
A genus to analyze.
Hey, plug-head!
You talk too much.
Kal!
Initiating solar aggressor.
Launching solar aggressor.
That's a missile. It's headed for the sun.
If it gets there, Earth will be destroyed and Kandor with it.
On it!
Enough!
I will forego Kandor.
I have Krypton's knowledge.
And for a specimen, you will do.
All of your efforts have been futile.
Even if she catches the missile, I'll fire another.
I've figured you out, you know.
Have you?
I find that highly unlikely.
You never leave this ship.
There is no need.
Everything I require is here.
My uncle was right. You've got a bug.
Very well, kryptonian. I'll humor you.
Tell me.
Better if I show you!
I saw it when I was inside Kandor.
I saw it when you were downloading your worlds into my head.
You don't really know these worlds.
You only know your safe, bottled versions of them.
You have data, scientific knowledge,
But you have no real sense of life.
huh?
that. You hear it?
It's a highway 50 miles from here.
Falling leaves rustling. A small plane taking off.
Little kids playing in the backyard.
The smell of fresh bread in someone's kitchen.
Dragonflies in the air.
You hear it all, too?
You see it all? Huh?
Something, ain't it?
All this activity.
All this chaos!
How do you block it out?
I learned to live with it.
But you can't, can you?
You can't face things you can't control.
Ah. And that is mud.
Look at it. Bugs and worms and bacteria.
You see them?
Smell them?
Feel them?
The high and mighty Brainiac.
- No! Get it off! Get away! - All that need to control everything,
To know everything. Your giant brain can't take it.
Hiding in that little ship of yours, like a coward.
It's made you weak.
Attagirl.
Welcome to Earth.
Kara!
- Here. - Thank you.
- Mmm! - Mmm...
I thought I'd lost you.
Funny. I was here the whole time.
It's okay.
You were right.
I knew it.
Sure, you did.
I thought I wanted a world where I could always keep you safe.
and you don't want that anymore?
That's not what I meant.
'cause right now, I could use a little safety.
All you want. I promise.
I don't ever want to stop you from being you.
You know you're rambling.
I know.
Not that I mind.
I thought you'd like it.
So? What do you want?
Marry me.