- Superman: Keep your friends close and your enemies closer.
- Lex Luthor: Precisely. Though in your case I'll make an exception.
- Superman: You destroyed those planets, didn't you? And every living soul on them!
- Brainiac: Only their knowledge was important. It is what I was programed to colect and protect.
- Superman: But why kill?
- Brainiac: The fewer beings who have the knowledge, the more precious it becomes.
- Superman: You're insane!
- General: So, Mr. Luthor, how long did you intend to keep your rendezvous a secret? In case you haven't heard, there's a thing known as "national security."
- Lex Luthor: There's also a thing known as "free enterprise". It was LexCorp that scanned the heavens, it was LexCorp that made contact and it will be LexCorp that reaps the benefits.
- Brainiac: You are your father's son, Kal-El. Headstrong, foolish, easily defeated and ultimately forgotten.
- Brainiac: We are both orphans of the same planet. While you've been living here on Earth, I have roamed the universe. These orbs contain all the knowledge I've collected. Each represents all the recorded information from a single planet.
- Superman: Incredible. And Krypton?
- Brainiac: [leading him to a specific orb] All that was Krypton is contained within this orb. Go ahead. Touch your legacy.
- Superman: [touching it, he has a vision of Jor-El] Father.
- Brainiac: Enough.
- Superman: I... I saw my father. Did you know him?
- Brainiac: Yes. He helped me escape Krypton's fate, too. Now all of our home world's memories are stored within me.
- Superman: You mean you're an artificial intelligence, and those orbs, they're some kind of memory modules.
- Brainiac: Most perceptive.
- [leading him out]
- Brainiac: In all my travels, I have never encountered another quite like you. We would make a formidable pair, we twin sons of Krypton. Join me, Kal-El. Help me explore the galaxies and collect knowledge, and I will give you memories of Krypton. You will know your world as if you lived there yourself.
- Superman: But Earth is my home now.
- Brainiac: Powers such as yours should not be confined to a single infinitesimal dot. Consider my offer. In exchange for this world, I am offering you the universe.
- General: What do we know about this alien?
- Lex Luthor: Brainiac is a collector of data. In exchange for information about us, he is willing to share his vast knowledge of the universe. Allow me to demonstrate.
- [taking out a hand-held device and pressing a button, the General is lifted into the air]
- General: Hey, what is this?
- Lex Luthor: This is just a sample of his technology. Who knows what else he has? A cure for cancer? A way to repair the Ozone? Are you going to turn your backs on that?
- General: Get me down from here. Luthor!
- [as Lex turns the device off and the General falls, Superman flies up to catch him]
- Programmer: Mr. Luthor, something's wrong.
- Lex Luthor: What is it?
- Programmer: Brainiac's overriding our transfer protocols. We're not controlling this thing anymore. He's changed the OS. He put up a firewall. We're locked out!
- Lex Luthor: Pull the plug. Now.
- Programmer: Wouldn't help. The reserve batteries would kick in.
- Lex Luthor: If he gets control of my systems, he'll have an open door to every defense computer on the planet. We'll be sitting ducks. Fire the missiles.
- Programmer: [trying] He's shut down the lines. We're stranded.
- Superman: It was several hours after I touched the orb that I saw the images. It's too soon to trust him completely.
- Lex Luthor: [chuckling] I never trust anyone completely. Since Brainiac arrived, I've had him targeted from land-based platforms with a payload of 6 1/2 megatons. Enough firepower to incinerate Metropolis County.
- Jimmy Olsen: [sneaking into a secure LexCorp property] So far so good. But what's the story here?
- Lois Lane: I'm not sure, Jimmy, except that Luthor's supposed to be meeting someone. Someone important.
- Lex Luthor: Let Superman talk with him, alien to alien. Then he can confirm what I'm telling you.
- Superman: Why me?
- Lex Luthor: Because I told him all about you, and he's most anxious to meet our Man of Steel.
- Lex Luthor: Welcome to Earth. I am Lex Luthor, the one who intercepted your transmission.
- Brainiac: I am pleased to make contact with you, Lex Luthor. I am called Brainiac. I presume you speak for your planet?
- Lex Luthor: For all intents and purposes. In any event, I know what you want, and as a show of my friendship, I offer you this: a disc containing basic information about Earth and its history. A kind of planetary primer.
- Jimmy Olsen: [Brainiac vanishes] Hey. Where's the green guy go?
- Lois Lane: Show's not over yet.
- Superman: [arriving at Brainiac's rendezvous point] Came a long way to get stood up.
- [Brainiac's ship appears behind him]
- Superman: Luthor, we have to talk. I have reservations about Brainiac.
- Lex Luthor: Really. Well, you're a little late. I'm already preparing a hookup with Brainiac's ship so he can feed his memory directly into LexCorp's mainframe.
- Superman: [stopping the elevator door as it closes] I wouldn't.
- Lex Luthor: I'm listening.
- Superman: Superman to S.T.A.R. Labs. Can you read me? I've returned from hyperspace.
- Professor Hamilton: How far this time?
- Superman: 5 1/2 light-years. Just past Alpha Centauri.
- Professor Hamilton: In less than four hours. Remarkable.
- Superman: Shall we try for the Vega system?
- Professor Hamilton: Actually, I think we should postpone for now. The Pentagon would like to have a word with you.
- Superman: About what?
- Professor Hamilton: Your old nemesis Lex Luthor. It appears he's made a... friend.
- Brainiac: Most impressive. Your powers even exceed Luthor's description.
- Superman: Brainiac, I presume.
- Brainiac: I apologize for any discomfort, but it was important that I accurately gauge your powers.
- Superman: Why? Morbid curiosity?
- Brainiac: Curiosity, yes. Morbid, hardly. You see, we have more in common than you can possibly know, Kal-El.
- Programmer: We also found this strange bit of alien code.
- Lex Luthor: Later. I've had my fill of aliens for one day.
- Angela Chen: Though little is still known of our visitor from the stars, all of Metropolis is maniac for Brainiac. Even Superman thinks he's for real.
- Clark Kent: [turning the TV off and getting into bed] The universe. Is it really possible?
- Superman: You destroyed those planets, didn't you? And every living soul on them!
- Brainiac: Only their knowledge was important. It was what I was programmed to collect and protect.
- Superman: But why kill?
- Brainiac: The fewer beings who have the knowledge, the more precious it becomes.
- Superman: You're insane!