- Rokk Krinn: Lightning Lad. You might want to take your A.C. foot out of your D.C. mouth before you short yourself out.
- Clark Kent: You sure you want to take that with you?
- Rokk Krinn: I'm sure we'll be able to re-program what's left of Brainiac into something useful.
- Imra Ardeen: Let's hope Brainiac 5 is a little more friendly.
- Rokk Krinn: I'm sorry I doubted you, Kal. You did stop Brainiac, and without taking a life.
- Clark Kent: There's always a way, Rokk. If it ever seems like there isn't, just remember what we accomplished here today.
- Rokk Krinn: Preserve life at all costs. That will be the number one rule in Legion code from now on.
- Garth Ranzz: I thought Kal-El was known to do what ever it took to save the world. Are you sure that's the right guy?
- Rokk Krinn: It's him.
- Garth Ranzz: I don't know. No glasses, no tights, no flights. So far he's nothing like the Man of Steel.
- Clark Kent: Who are you? What's going on?
- Rokk Krinn: Kal-El, it is an absolute honor, and a privilege.
- Clark Kent: How do you know that name?
- Imra Ardeen: We are the Legion.
- Rokk Krinn: We've come from the 31st century.
- Garth Ranzz: Hey, Kal, where's your cape?
- Clark Kent: Cape?
- Garth Ranzz: What's with the ground transpo? We should be having this conversation up in the sky.
- Clark Kent: I can't fly.
- Garth Ranzz: You can't fly? Rokk, what's up with that?
- Rokk Krinn: He obviously hasn't learned yet, Garth.
- Rokk Krinn: Kal-El, your... Your influence will reach far beyond Earth. It's because of you that the world learns to welcome alien immigrants with open arms.
- Clark Kent: What do you know about aliens?
- Garth Ranzz: Kal, I may have the smoldering good looks of a human, but I'm actually from a hunk of mud called Winath. Rokk and Imra are from different planets too.
- Imra Ardeen: [in Clark's mind] We've come together from across the universe to form the Legion. To help others as you do. Without you, none of that would've happened.
- Rokk Krinn: Where were you running to, Kal?
- Clark Kent: North, to see Jor-El.
- Rokk Krinn: Of course. The Fortress.
- Clark Kent: I think he can help.
- Imra Ardeen: You positive Chloe Sullivan is Brainiac's host?
- Clark Kent: No, but she was attacked last year by Brainiac. Her I.Q. skyrocketed. Her memories were being erased, but it stopped. She was cured.
- Rokk Krinn: Kal-El, I have to tell you. We've heard of Lois Lane, Lana Lang, even Jimmy Olsen. But we've never heard a thing about any Chloe Sullivan.
- Clark Kent: Then you don't know me as well as you think.
- Brainiac: Your father is gone. And all the knowledge this Fortress ever held finally belongs to me.
- Clark Kent: Leave Chloe alone. You have what you want.
- Brainiac: My hunger's never satisfied. Knowledge is what fuels me. And as savage as human beings are, their collective knowledge is exceptionally rich.
- Clark Kent: Nothing about you is human. And never will be.
- Brainiac: After I've drained this planet of all the human information, Doomsday will annihilate what's left.
- Clark Kent: Doomsday.
- Brainiac: It's a simple plan, actually. Absorb and destroy.
- Clark Kent: You brought that thing here.
- Brainiac: Go on. Kill me. I knew you'd never harm me in this human's skin. Why do you think I chose her?
- Imra Ardeen: Your sadism's historic where I come from. But so is your defeat.
- Brainiac: History's about to get a rewrite.
- Clark Kent: You said you're from the 31st century. Why should I believe you?
- Garth Ranzz: 'Cause we know everything about you. You may be known as Clark Kent now, but one day you'll be known as Sup...
- Rokk Krinn: Garth! It doesn't matter if you believe us or not. The less you know, the better.
- Brainiac: You're not Davis Bloome. You're not even human. Don't tell me the thought never crossed your mind. You were hatched by Kryptonian geneticists. Your DNA was designed to adapt to any world you inhabit. Now you no longer need your camouflage abilities. Those painful transformations you've been experiencing - they're the beginning of your metamorphosis.
- Davis Bloome: This is insane.
- Brainiac: No. It's... sad, from a human perspective. Your naïve romantic attraction to the human I chose to inhabit.
- Davis Bloome: Chloe, if you're in there anywhere, you know that the feelings that I have for you are real.
- Brainiac: Feelings? That was just a program I was running to get you to me. Your journey's just beginning. Now it's time for you to incubate in your Kryptonian chrysalis. Once you emerge, there will be no more pain, no doubt. Only absolute rage and unparalleled power.
- Davis Bloome: Stay the hell away.
- Brainiac: But you play a vital part in my directive. Once I get everything I need, you will eradicate the other Kryptonian and then the rest of the planet.
- Davis Bloome: I am not going to hurt anyone.
- Brainiac: You have no free will. 12 days in the chrysalis, and you're destined to become what you really are. Doomsday.
- [after Brainiac has been extracted out of Chloe]
- Clark Kent: Chloe. Chloe. Hey, are you okay?
- Chloe Sullivan: I'm fine. I definitely feel a whole lot dumber.
- Lana Lang: I didn't think you were much for jewelry.
- Clark Kent: I'm not. It was a going-away gift. It's strange to meet people who know exactly where you're going. Exactly when you're gonna get there.
- Lana Lang: Well, they don't know everything. I mean, if they did, Chloe wouldn't be alive right now.
- Clark Kent: And unfortunately, they didn't have what I had. Human parents who taught me more than just how to use my abilities.
- Lana Lang: They have a different role model.
- Clark Kent: With everything I've learned, everything I've been through, apparently, I'm just getting started. According to the Legion, I will accomplish things so legendary I'll be known throughout the galaxy.
- Lana Lang: And you're not sure that you'll be able to live up to that. Clark, there is no doubt in my mind that you will. Just do it on your own schedule, not theirs.
- Clark Kent: Well, did they happen to mention anything your place in history?
- Lana Lang: A little. But the way I see it, it doesn't really matter. Our destiny, it's written in some book in the future. We write it ourselves, every day.
- Clark Kent: And the question is, what do we write next?
- Rokk Krinn: Kal-El, we need to shut Brainiac down, and for that, the host has to die.
- Clark Kent: Does your Legion have any principles? You speak of a code, but if it had anything to do with me, rule number one would be "do not kill"! Ever!
- Rokk Krinn: Kal-El...
- Clark Kent: If you ever believed in me, and even if you don't know, help me. There's a human being inside there. We need to help her. And together, I think we can.
- Garth Ranzz: [short-circuiting Brainiac] Nice sync-up.
- Rokk Krinn: [fist bumping] For once.
- Garth Ranzz: Electromagnetism. That pulse can crash any computer.
- Rokk Krinn: Now we need to pull the plug. You okay, Im?
- Imra Ardeen: I'm fine, aside from a splitting headache.
- Clark Kent: I think your timeline's a little off. Brainiac did infect someone, but it's already over. He's been defeated.
- Rokk Krinn: I'll admit a lot of history might be inaccurate, but today's date - it's been known for over 1,000 years.
- Garth Ranzz: Kal, I *flunked* history, and even I know that today's the day you destroyed Brainiac.
- Clark Kent: I don't know what more I can do. I checked three time zones, no sign of Chloe or the creature that took her.
- Lana Lang: That thing that did this... what was it?
- Clark Kent: Jor-El warned me about an ultimate destroyer. From Krypton. It should have gone after me, not Chloe.
- Lana Lang: This was supposed to be the happiest day of her life.
- Clark Kent: Why are you here?
- Rokk Krinn: We're here to save you. And now that you're okay, we're heading straight back.
- Clark Kent: Not before you tell me who that ax-wielding psycho was.
- Rokk Krinn: It's against Legion code.
- Clark Kent: I don't care about your code! And I don't care about your Legion! That's the second attack I've had in this barn tonight. My best friend is missing, and I need to find her. You know anything, tell me.
- Clark Kent: It's nice to see the kinder, gentler Chloe.
- Chloe Sullivan: Nothing like having a binary bad guy cleansed from your system to put a spring back in your step.
- Garth Ranzz: Holy sprock! I've read about this.
- Rokk Krinn: You don't read. I told you about that. It's one of the artifacts they could never find. The first baseball you ever hit. It went clear across Smallville.
- Clark Kent: You're right. My dad spent hours walking the fields. He finally found it on the other side of town.
- Garth Ranzz: Hey, do you think I could keep this? Like, as a souvenir?
- Clark Kent: Sure.
- Garth Ranzz: Could you sign it?
- Rokk Krinn: Garth, you're acting like a Sub.
- Garth Ranzz: What? It's for my sister.
- Rokk Krinn: Mm-hmm.
- [Clark takes the ball and uses his heat vision to inscribe "CK" in the hide]
- Garth Ranzz: Thanks.
- Lana Lang: Imra, I understand that you were only doing what you thought was best.
- Imra Ardeen: We were willing to take the easy way out. But Kal-El... he never gave up. You know, it's... it's true what history says about him. He really does bring out the best in people. You're very lucky.
- Lana Lang: I probably shouldn't be asking this, but...
- Imra Ardeen: You're curious about you and Clark.
- Lana Lang: I couldn't help but wonder about us. About where we go from here.
- Imra Ardeen: Well, that's for you two to discover yourselves. But I will tell you this, Lana. You're remembered for a lot more than just your relationship with Kal-El. You have a destiny all your own. But don't worry. Your secret's safe with me.
- Clark Kent: So, how's your memory?
- Chloe Sullivan: It's fine. Up until "Here Comes the Bride". Then it's all a bit of a blur.
- Clark Kent: You don't remember anything unusual about me?
- Chloe Sullivan: Are we talking about your secret? Clark, what in the world would make me forget that?
- Clark Kent: Chloe, you've been through a lot lately.
- Chloe Sullivan: It would take a lot more than Brainiac to wipe that from my memory.
- Chloe Sullivan: Thanks for not giving up on me.
- Clark Kent: I'd never give up on you, Chloe. You know that.
- Chloe Sullivan: I just hope that if it turned out that there was no other choice, you would choose to do the right thing.
- Clark Kent: What choice would that be?
- Chloe Sullivan: To do what's best for the world, and not for me. Know that I'd understand.
- Clark Kent: Well, as long as I'm around, that's never gonna happen.
- Clark Kent: It's a power surge.
- Lana Lang: It's showing a voltage spike somewhere in downtown Metropolis.
- Clark Kent: Can you pinpoint the address?
- Lana Lang: Looks like it's coming from the Daily Planet.
- Clark Kent: That makes sense. It is the hub of information.
- Clark Kent: Lana, that creature is the least of our worries. Brainiac is behind everything.
- Lana Lang: I know, and now he's taken over Chloe. I had a visitor. She seemed to know a lot about all of us.
- Clark Kent: Imra?
- Lana Lang: I'm searching the global power grid for power surges anywhere in the world. Hopefully, that will lead us to Brainiac. Clark, that girl said the only way to stop Brainiac is to kill his host.
- Clark Kent: What if she's right? Lana, I have always put my loved ones before everything. But this time, I'm putting Chloe's well-being... before the lives of billions of people.
- Lana Lang: I may have been gone a while... but the Clark I know would never doubt himself.
- Clark Kent: Lana...
- Lana Lang: He would never waver. He would insist that he could save Chloe's life and the rest of the world.
- Garth Ranzz: Grife, the air here is worse than the sulfur pits on Tharr.
- Rokk Krinn: And they won't be replacing carbon fuels for another twenty years.
- Imra Ardeen: These people, we need to protect them. Without the humans and their incredible spirit, Kal-El would have never become the hero he was. The world we know would never exist.
- Garth Ranzz: Rokk, think about it. Everything we know about Kal-El, it's all through data files and holovids.
- Imra Ardeen: It's so far in the past.
- Garth Ranzz: Maybe the person we've always been looking up to is more legend than Legion.
- Rokk Krinn: Look, he might not be everything we thought he would be, but he is no fraud.
- Imra Ardeen: Rokk. We have to stop Brainiac. With or without Kal-El.
- Garth Ranzz: We're gonna have to kill Chloe Sullivan ourselves.
- Garth Ranzz: Cos, we should be trying to catch up to Kal-El right now.
- Rokk Krinn: Right now, I wanna find out more about this Chloe Sullivan so we can track her down.
- Garth Ranzz: [picking up a binder] Whoa. She has a lot of information about superhumans. Something called the Isis Foundation.
- Rokk Krinn: The Isis Foundation?
- Garth Ranzz: Yeah.
- Rokk Krinn: Lana Lang founded that organization to help people embrace their powers. If Chloe Sullivan was involved with them, maybe she was helping Kal-El to embrace his abilities.
- Garth Ranzz: Or maybe Kal-El wanted Chloe to go under a different name when he started flying. You know, to... to protect her.
- Rokk Krinn: Maybe Chloe's death is what inspired him to take flight in the first place.
- Imra Ardeen: You're looking for Chloe Sullivan. You're worried about her.
- Lana Lang: What do you know about Chloe?
- Imra Ardeen: That she's changed. She's been taken over by Brainiac.
- Lana Lang: We'll find Chloe, and we'll figure out a way to stop him.
- Imra Ardeen: The only way to stop Brainiac now is to kill his host. I need you to convince Clark to do that. That's why I came to you. He won't listen to us.
- Lana Lang: I'd never ask Clark to kill anyone. Do you understand?
- Imra Ardeen: Ever since I was little, I've read stories about you. About the hardships you've overcome, and the incredible things you'll go on to do. You're part of the reason Kal-El becomes the hero we look up to. Lana, if Brainiac survives, billions will die. I came to you because you understand sacrifice more than anyone. You've sacrificed so much for Clark.
- Lana Lang: Sacrificing my friend's life isn't an option.
- Imra Ardeen: You still haven't told him the reasons why you disappeared. Or what you plan on doing next.
- Lana Lang: You're reading my thoughts.
- Imra Ardeen: If I know you, you'll eventually realize that taking Chloe's life is the only way to stop Brainiac.
- Imra Ardeen: This girl you're thinking about... the one that was brutally taken away... why do you think she has something to do with Brainiac?
- Clark Kent: I don't know.
- Rokk Krinn: You think she's the host.
- Clark Kent: If Brainiac is still out there, then I'll find him and I'll stop him. The three of you can go home to the future. Let me handle this.
- Rokk Krinn: If Brainiac isn't stopped today, we won't have a future to go home to. Kal, the problem is you were supposed to defeat Brainiac using this shield. Now that it's been smashed...
- Clark Kent: The crystal can't be the only way to stop him.
- Garth Ranzz: It's the only way to destroy him without killing the human host in the process.
- Rokk Krinn: Kal, I'm sorry, but if you know who the host is, you need to take their life. There's no other choice.
- Brainiac: You appear undamaged.
- Davis Bloome: Chloe, what happened to you?
- Brainiac: Chloe Sullivan ceased to exist the minute she entered this fortress. I'm the Brain InterActive Construct.
- Rokk Krinn: This was the Phantom Zone crystal. I know my history; this was supposed to be used to extract Brainiac from whoever he possessed.
- Imra Ardeen: The Persuader didn't come to kill Kal-El. He came to make sure Brainiac survives.
- Clark Kent: Brainiac's gone. He's been destroyed.
- Rokk Krinn: No... he hasn't, Kal. Not yet.
- Garth Ranzz: [finding Clark's high school letterman jacket] No way! I saw this in the Levitz Museum behind visoglass.
- Rokk Krinn: Put that back!
- Garth Ranzz: Oh, get the magnet out of your ass, Rokk. I mean, this is... this is unreal.
- Rokk Krinn: You know the code. Don't touch anything.
- Rokk Krinn: The guy with the ax... he goes by the name Persuader. He's part of the Human Supremacist Movement.
- Garth Ranzz: Group of xenophobes who'd rather die than live in peace with aliens. And they all pretty much hate you.
- Rokk Krinn: They stole one of our Legion rings, and they broke into the Time Institute to come after you.
- Clark Kent: What does a 31st century terrorist want with me?