Dark Victory part 2
Season 1, Episode 13
Dark Victory, Part Two
Air date March 29, 2008
Written by J. M. DeMatteis; Michael Jelenic
Directed by Brandon Vietti
Episode guide
Dark Victory part 1


After overpowering the hivemind on his homeworld of Colu, Brainiac 1.0 intends to bring "order" to the universe through his descendant, converting interferences into data. The Legion holds a funeral for Superman and sends his tomb to the Sun. When it was discovered that he is actually alive, Superman X retrieves a Sun-powered Superman. Brainiac 5 managed to overpower his ancestor with the help of a merged Superman. In the process, Brainiac 5 becomes a pure organic being, resembling Brainiac 5.1 from the comics, as he discards his robotic armor, and soon leaves the Legion to cope with this new state and his recent actions. Before leaving to go back to the 41st century, which now has an altered timeline free of Imperiex or Brainiac, Superman X becomes a member of the Legion. But somewhere in space, Brainiac rebuilds some parts together becoming a new Brainiac. Saying that "Evil does not die... it evolves."


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Brainiac 1.0 and Brainiac 5 have merged into Braioniac, and attack the planet Thanagar. When the Thangarians resist, Brainiac digitizes them into discrete data and stores them away. The Legion can only watch from the scene of their last battle as Brainiac departs for Colu, then try to warn the planet's High Council. They believe they can take care of Brainiac 5 on their own and ignore the Legionnaires' warning. The team has another duty: they must give Superman a burial in space, shooting his casket into a nearby sun.

Brainiac 5 arrives at Colu and attacks the planet, but the android inhabitants have protected themselves against digitization and teleport him to the council chamber. Since he has been using their matter-transport technology against their wishes and prepares to reincorporate him into the hive mind.

Kell-El is sulking in his quarters, furious that his one overriding imperative, to destroy Imperiex, has been taken from him. Timber Wolf comes in and points out that the Legion needs him in their battle against Brainiac, but Kell-El warns that he's from the future and knows as a historical fact that Brainiac triumphs. They struggle briefly and then Kell-El collapses in pain. Thanks to their genetic similarity, he realizes that Superman is still alive and the Legionnaires conclude that Superman is in a healing coma trying to recover from the kryptonite poison. The Coluan High Council prepare to finish Brainiac's incorporation but Brainiac reverses the programming and "infects" the hive mind. He then takes control of all of the Coluans and forges them into an army to carry out his plan to bring order to a chaotic universe. He leads the Coluans across the galaxy, converting any planet in their path.

The Legionnaires return to the sun acting as Superman's funeral pyre and Kell-El rescues the casket just in time. Back on board, they give Superman a transfusion of Kell-El's blood since he is immune to kryptonite, in the hope it will purify his blood. Meanwhile, Brainiac 6 and the Coluans find the Legion cruiser and attack. However, the Legionnaires have anticipated the attack and used the information stored in Computo to create devices that make themselves immune to digitization. Like Superman before them, they try to appeal to Brainiac 5 trapped within, but Brainiac ignores them and sends his troops against them while he analyzes the devices to find a weakness.

While the Legionnaires hold their own, Superman awakens but is too weak to join the fight. Brainiac draws all of the Coluans into a single massive Brainiac body and attacks the Legions. He figures out how to destroy the devices and begins digitizing the Legionnaires. Meanwhile, Superman suggests that they attack Brainiac from within and Saturn Girl projects him and Kell-El into Brainiac 's mind. There they discover the mental essence of Brainiac 5, dissected and strung up. Brainiac 1.0 appears and knows them from its battles with Superman in the 20th century. It attacks them and easily overpowers them individually.

Brainiac 5 decimates the Legion and prepares to move on the Legion cruiser. Saturn Girl concludes that there is only one way to defeat Brainiac 1.0: she uses her mental powers to merge their own mental essences into one "Supreme Superman." They fight Brainiac 1.0 while in space, Brainiac 5 takes control of Lighting Lad's artificial arm and forces the weapons systems to take out the remaining Legionnaires. He moves to attack the Legion cruiser. Meanwhile, Brainiac 1.0 defeats Supreme Superman and steps on his


Brainiac steps on Superman's chest

chest mocking Brainiac 5. Supreme Superman appeal to the dissected Brainiac 5, calling him a true hero and a friend. Brainiac 5 pulls his mental essence together and attacks his "ancestor." With one final blow he destroys Brainiac 1.0. The Coluans break down into their individual parts and all of the digitized people and planets are restored to normal. Brainiac 5 emerges, and assumes a more human form.

Later on earth, Superman visits Brainiac 5 and praises him as a hero. However, Brainiac 5 has decided to take a leave of absence as he sorts out all of his new human feelings. Meanwhile, Kell-El prepares to return to the future now that he has learned a lesson in teamwork, and found something else in his life besides simply destroying Imperiex. Superman asks him to stop long enough to go through the Legion induction ceremony and become a full member. And with the future restored, the timeline where Triplicate Girl's third body was destroyed has been eliminated and her three selves are reunited in the 30th century.

Floating in space, the pieces of Brainiac 1.0 reassemble themselves and the reorganized intelligence notes that evil never dies: it just evolves.