Quote1 The problem is, Kal-El, you and I aren't very different. We were both created in one way or another by Jor-El, both intended to save civilizations, to bring peace to a brutal world. But neither of us ... was immune to corruption. Quote2
-- Brainiac 5 src

The Brain InterActive Construct, or Brainiac, is a Kryptonian artificial intelligence. It possesses Kryptonian powers as well as being a liquid metal being with shape-shifting abilities. As an artificial intelligence, Brainiac can corrupt and control other technology by the use of its host, Milton Fine. It prefers to use its body as a primary weapon, forming blades and extruding metal shapes from its limbs, and is capable of surviving almost anything, as it is a self-replicating entity.

Brainiac was created centuries ago on the planet Krypton by the scientist Dax-Ur, who abandoned his creation when he found it had the capacity to destroy entire planets. Years later, Brainiac was used by Jor-El to aid in the war against General Zod. However, it was corrupted by Zod to aid in his efforts to take over Krypton, but in doing so, destroyed the planet. Before Krypton's destruction, Brainiac was downloaded into the Black Ship that would be sent to Earth when needed.

When the Crystal of Air was stained with the blood of Genevieve Teague, causing another meteor shower, the Black Ship crash-landed on Earth, releasing two of Zod's disciples, Nam-Ek and Aethyr. It was later retrieved by Lex Luthor and brought to Warehouse 15, after which Brainiac created an extension of itself that took a human form when Aethyr and Nam-Ek had failed to complete their mission.

As Professor Fine

In his human guise as Professor Milton Fine, Brainiac taught World History at Central Kansas A&M. He offered one of his students, Clark Kent, a job as his assistant, explaining that he needed help in writing an exposé about LuthorCorp's clandestine activities; Clark later accepted the job in light of his deepening distrust of Lex Luthor.

Later, Brainiac sent Lana Lang a piece of silver Kryptonite, which turned out to be made of the metallic substance that composes his body, hoping that Clark would touch it and be exposed to its paranoia-inducing effects. While Clark was attacking Lana in the Luthor Mansion, Brainiac appeared and stopped him, exhibiting Kryptonian abilities and removing the silver kryptonite splinter from Clark's body, curing Clark. Later on, Brainiac visited Clark in his loft and told him that he was there to help him walk the path of a true Kryptonian and stop the coming of General Zod.

Brainiac later infected Clark's adoptive mother, Martha Kent, with a deadly Kryptonian virus. As Professor Fine, he lied to Clark, explaining that long ago, Zod tried to stop Jor-El from conquering and ultimately destroying Krypton. Brainiac retrieved a black crystal from the Black Ship and convinced Clark that the only way to stop Jor-El from killing Martha was to destroy the Fortress of Solitude.

Once he and Clark arrived at the Fortress, Brainiac gave Clark the black crystal and instructed him to insert it into the Fortress' console. After Clark did this and opened a portal to the Phantom Zone, Brainiac subdued Clark with a piece of green Kryptonite before revealing his true nature as an artificial intelligence created by Kryptonians and his intent to release Zod. Brainiac was nearly successful in his plan, but his victory was short-lived once Chloe Sullivan arrived at the Fortress and removed the kryptonite from Clark, who subsequently removed the black crystal from the console, closing the Phantom Zone portal. After a brief fight, Brainiac was hit by Clark and sent flying into the Fortress' crystal console, on which he was impaled. Once Brainiac was defeated, Martha was instantly cured. At the same time, the Black Ship vanished from Warehouse 15. However, Brainiac's menace did not end there.

Menace Around the World

Brainiac managed to survive, still in his human guise as Milton Fine, and relocated himself and the Black Ship to Central America, in Honduras. He realized that Lex Luthor was searching for him and devised a scheme to have Lex led to Honduras to find him, as an agent for a secret division of the U.S. State Department. After Lex returned to the United States, Brainiac created three duplicates of himself. As the four Brainiacs were moving around the world, Lex's Special Ops have seen him in many places:

  • One Brainiac was in Honduras for some time, followed by Lex's Red Unit.
  • On La Reunion, a small island in the Indian Ocean, two little girls were suffering from the debilitating Chikungunya virus. A Brainiac duplicate appeared to them in the middle of night, formed his hand into a syringe, and took some blood from them. However, the girls could not prove that he was there, even though there were fresh needle marks on their arms.
  • Another Brainiac duplicate appeared in Bangladesh, nosing around a Naga tribe that supposedly descended from headhunters. In the middle of the night, he took the Nipah virus, an advanced strain that killed a bunch of Bangladeshis in the town. This Brainiac made his way to Thakurgaon, where he took an object that the people there called a "death rock" (which was really a piece of green Kryptonite). Brainiac barged into the station, walked up to the evidence cage, and stared at the meteor rock. He used his heat vision to burn a hole to get it and absorbed the rock into this own body before disappearing, heading across the border into Northern India.
  • A Brainiac duplicate was sighted in the Queen Maud Land, while another was spotted in Polynesia when the Dengue Hemorrhagic Fever suddenly occurred.
  • Another Brainiac was seen in the Arctic and took blood samples from a frozen woman that was infected with the Spanish Flu virus, and one more Brainiac was seen in San Diego, California, in search of victims of a bubonic plague.

Return of Zod

Quote1 Do it... Clark. Let's see if you're really your father's son. Quote2

Brainiac returned to Smallville to prepare the way for Zod's return. One of his duplicates posed as the recently deceased Jonathan Kent to manipulate Clark and Martha Kent. In the form of Jonathan, Brainiac was nearly successful in convincing Clark to kill Lionel Luthor. Fortunately, Lionel began channeling Jor-El, who destroyed the Brainiac duplicate.

As Fine, Brainiac continued his plans to execute his virus, and injected Lex with the concoction. Soon after Lex began to develop superhuman regenerative powers, Brainiac used the Black Ship to abduct Lex in a field, leaving behind a scorched glyph of Zod's symbol on the ground. Aboard the Black Ship, Brainiac altered Lex's body, giving him all the powers of a Kryptonian so he could be the perfect host body for Zod's mind and spirit.

Brainiac later confronted Clark at the Luthor Mansion where he revealed that he was intended to be Zod's vessel, and offered him one final chance to release Zod. When Clark refused, Brainiac touched Lex's laptop and unleashed a computer virus that rapidly infected every piece of technology on Earth, causing widespread chaos. When Martha and Lois Lane had to go to Washington, D.C. for a conference, a Brainiac duplicate took control of their plane and took them so high up in the sky that they were deprived of oxygen.

When Clark managed to subdue Lex and had the Kryptonian dagger at his throat, Brainiac appeared to urge Clark on. Because he could not bring himself to kill Lex, Clark instead threw the Kryptonian dagger into Brainiac's chest. Unfortunately, Brainiac used the dagger to gain access to the Fortress of Solitude and open a portal to the Phantom Zone, releasing Zod into Lex's body. Soon after, he vanished. Jor-El later told Martha that Fine and all of his duplicates had been destroyed.

Within the Kryptonian Black Box

Quote1 It's evolving. That metal is sentient. It's alive. Quote2
--Doctor Jansen[src]

Brainiac was still active within the Kryptonian black box, the Black Ship's hard drive. General Zod attempted to use it to alter the Earth's crust, transforming it into a new Krypton, until the box was shattered into pieces by a blast of heat vision from Clark Kent. The black box ended up in Lex Luthor's possession after Lex found a broken piece of it in the Luthor Mansion. Later, the box's remaining active energy was absorbed by the Zoner Baern, turning it into a pile of ash.

Lex salvaged the ashes and began Project Scion, a LuthorCorp project that focused on researching Kryptonians. Eventually, the ashes evolved into Brainiac's black liquid form and was kept in a container along with green Kryptonite, alive and self-conscious. After a battle between Clark and a super-powered Lana Lang, the container was broken and Brainiac was freed. Soon, he took over the body of Casey Brock, a scientist working on Project Scion.

Reboot to Perfection

Quote1 I am the Brain InterActive Construct. No matter my form, my intellect remains formidable. Do not underestimate me. Quote2

Sometime later, Brainiac left the body of Casey Brock, who was found in an alley by a LuthorCorp lab half-conscious and speaking in unknown language. Brock suffered from high metallic poisoning in her blood, due to Brainiac being in her body. Though it was unknown to others what language Brock was blurting out, Bizarro, posing as Clark Kent, discovered that she was speaking Kryptonian in a code pattern, which was then revealed to be a message. Apparently the message represented an error code to why the system in Brainiac failed, while also sustaining itself to be rebooted by passing and repeating the code over and over again until the program can learn from its mistake and be fully operative.

Brainiac finally rebooted, but only to the point that he could become Milton Fine once more. Additionally, he had to absorb the metallic minerals zinc, magnesium, and iron in humans and animals to repair and sustain himself. Bizarro, with the aid of Lana Lang, found the disabled Brainiac, who instantly recognized Bizarro as a Phantom and not Kal-El. Brainiac was asked by Bizarro how he could fix his "sun problem," and told him to go to Dax-Ur, Brainiac's designer. He tricked both Bizarro and Clark to find Dax-Ur, leading Brainiac to find his creator and used the information to repair himself. Leaving his future motive unknown, it however includes Kara and he will not be aiming to free Zod again, as he has fixed himself and Zod corrupted Brainiac and altered his objectives.

Brainiac 5

When Brainiac 5's predecessor Brainiac took control of Chloe Sullivan, the three founding members of the Legion of Super-Heroes, Cosmic Boy, Saturn Girl, and Lightning Lad traveled back to the 21st Century to help Clark Kent defeat Brainiac. Although the Legion initially wanted to kill Chloe and thus Brainiac, Clark convinced the three Legionairs to use their powers together in order to remove Brainiac from Chloe's body. Cosmic Boy then condensed the remaining bits of Brainiac into a small metal orb, which they intended to take back to the 31st Century. Garth implies that they will remake Brainiac into a beneficial being named Brainiac 5.

After two years, Brainiac reappeared in past, using time manipulation technology, to freeze time and manipulate the memories of the vengeful guidance counselor who carried strong resentment towards Clark Kent.

Brainiac 5 appeared before Clark; however he did not recognize the new changes about his former foe. Brainiac wanted to take Clark with him through a journey in time for this was the time where everything changes. Brainiac took Clark to Jonathan Kent's funeral, that this was the defining moment, for blaming himself. He showed him the fight between Jonathan and Lionel Luthor, which brought about his death, which Jonathan's choice was to save Clark in many ways. He showed Oliver in his office at LuthorCorp, in the present time watching the media talking about Oliver's exposure. Because of Clark's silence and distance, Oliver was anxious to receive help and comfort for what he had done. Brainiac 5 took Clark to see Lois watching over her from afar, as she was starting to become unsure about his feelings for her. He told Lois that he must face the present of what is going on. When Clark saw Greg approaching Lois, Brainiac 5 was trying to instruct the lesson but Clark forced himself upon the ring and was transported to alternate future.

Brainiac 5 managed to find Clark, to tell him to stop worrying about the past things he has done. He took him back to present, where Greg changed to be a good man, asking Lois to thank him for him. Brainiac then reminded Clark on what it means to be a hero, and everything that happened and is happening is proof of it. He left Clark in the present at the reunion



  • Brainiac 5 claimed to have invented both time travel and the Legion ring.


Legion Ring

  • This version of the character is exclusive to the continuity of the television series Smallville and its tie-in and comic book series, Smallville and Smallville Season 11. It is an adaptation of Brainiac. The original character was created by Otto Binder and Al Plastino and first appeared in Action Comics #242.
  • The role of the Brain InterActive Construct was portrayed by James Marsters.
  • When the Brain InterActive Construct impersonated other characters, the actors that normally portrayed those characters portrayed the Brain InterActive Construct. This included Allison Mack, John Glover, John Schneider, and Laura Vandervoort.
  • Height measurement based on height of actor James Marsters.
  • Brainiac 5 was previously mentioned by Legion of Super-Heroes member, Garth Ranzz.
  • In the comics even thought Cosmic Boy was the Leader of the team, He placed Brainiac 5 as second in command strategic commander of the team. Often times Cosmic Boy would be off planet and Brainy would be left in charge.
  • It was the first live-action appearance of Brainiac.[1]
  • Although he was made by Kryptonians, Brainiac can mimic Kryptonian powers as opposed to having his counter-comic book powers, such as telekinesis or the ability to manipulate powerful electric energy from his body. The exception that the show's portrayal of Brainiac can spread a computer virus and corrupt advance technology are nods to one of his other true abilities in the comics' continuity.
  • In Smallvile episode "Fallout", it is revealed that even though the Black Ship disappeared after Zod retrieved the Kryptonian black box, Brainiac's hard drive still resides within the black box.
  • Brainiac can use his powers to transform an ordinary rock into silver Kryptonite, and also has the power to take the form of anyone he wants, and possibly anything.
  • It is hinted in "Lara" that Jor-El created the Brain InterActive Construct to stop Zod, though it is possible that Zod created his own version of Brainiac or corrupted Jor-El's. This, however, may be contradicted by the episode "Persona", in which it is revealed that Brainiac was designed by Dax-Ur, which is again contradicted in the Season 10 episode "Homecoming", when he says himself he was created by Jor-El
  • Dax-Ur stated that his invention could lead to the destruction of worlds. This is an allusion to Superman: The Animated Series where Brainiac is indeed a destructive force.
  • Smallville's version of Brainiac being a Kryptonian artificial intelligence is similar to his origin for Superman: The Animated Series. In the comic books, he is from the planet Colu.



Smallville logo
This character is exclusive to the continuity of the Smallville television series. This template will categorize articles that include it into Category: Smallville Characters.
Legion of Super-Heroes II 07
DC Rebirth Logo

Legion of Super-Heroes member
This character is or was a member of the Legion of Super-Heroes from the 30th/31st Century, in any one of their various continuities. Including but not limited to, Original Legion, the Reboot Legion, and the Prime Legion.
This template will categorize articles that include it into the "Legion of Super-Heroes members" category.

Superman Villain(s)
DC Rebirth Logo

This character is or was primarily an enemy of Superman in any of his various incarnations, or members of the Superman Family. This template will categorize articles that include it into the "Superman Villains category."

Legion of Super-Villains 02
Legion of Super-Heroes Villain(s)
DC Rebirth Logo

This character or group of characters is or was primarily an enemy of the Legion of Super-Heroes from the 31st Century, and may have existed in any of the various Legion continuities, including but not limited to the Original Legion, Reboot Legion, and the Prime Legion. This template will categorize articles that include it into the "Legion of Super-Heroes villains" category.