1
[WOMAN GRUNTING]
[GRUNTS]
[GRUNTS]
[REMOTE BEEPS]
[BEEPING]
Fall back!
Go! Go! Go!
[ALL SHOUTING INDISTINCTLY]
[REMOTE BEEPS]
Thanks. I'd hate to miss the view.
[GUNSHOTS]
LEADER: 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?
LEADER: You 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.
LEADER: Oh, didn't you hear?
Seven-point-two in Belize this morning.
Superman's busy, we scramble.
- You do know he flies fast, right?
- We'll take our chances.
[YELLS]
[GRUNTING]
[MAN GRUNTS]
- 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!
[LEADER GROANS]
[GRUNTING]
[BONE CRACKS] [MAN 1 SCREAMS]
[MAN 2 GRUNTING THEN PANTING]
Hold it, the skirt's the bad cop?
[CRASH]
MAN 3: 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.
[SCREAMS]
Anyone else care to educate me?
[GASPS]
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.
[BLEEPING]
MAN: [OVER RADIO]
This is U. S. Space Surveillance.
We've got an unknown object,
incoming over the southwestern U.S.
WOMAN: Lost contact
with communications satellite VN59.
GEODSS, can you get a visual?
- Teenagers.
LOIS: - 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.
MAN: Kent.
You're not Kent.
Uh, 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 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.
Any time you need proof what makes me stand
and salute, you just let me... Aah! Unh!
Ooh. 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.
Thought you like it
when I come to your rescue.
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.
RON: Heads up, guys.
Some kind of thing falling over Arizona.
NEWS ANCHOR: ON TV:
Reports of an unidentified object...
currently projected to impact somewhere
in the suburbs north of Phoenix.
- I gotta go.
- Go.
- We'll talk later.
- Go.
[ROBOT GROWLING AND BEEPING]
[SUPERMAN GRUNTING]
[SCREAMS]
Ow.
[ROBOT GROWLING]
SUPERMAN: I actually felt that.
[BLEEPING]
Transmitter.
Uh-uh. No phoning home!
[ROBOT POWERING DOWN]
[PIGS GRUNTING]
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. Heh.
Come on. It's getting buggy out here.
Okay if I lose these?
No one's around for miles.
Sure.
KARA: I know Kal means well,
but this is just not me.
Got a feeling you're not going...
to 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.
It can get awfully quiet around this place,
but sometimes a person needs that.
NEWS ANCHOR: Superman seconds before it
nearly destroyed a home in the high desert.
[SNORING]
It works for him.
Into a robot and
attacked the Man of Steel.
We've received this amateur footage
taken of the encounter.
Good lord, what do you suppose...?
Kara?
[TYPING ON KEYBOARD]
How far can you zoom in
before we lose detail?
LOMBARD: Well, lookie 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?
- Kal, where are you?
- Over here.
[SHRIEKS]
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.
[KRYPTONIANS GRUNTING]
KARA: The robots were everywhere.
Our army threw everything we had at them...
but they were unstoppable.
They killed people randomly at first.
[GRUNTING]
Then, as they downloaded our knowledge
and learned about us...
they figured out who to keep
and who to kill.
Who they found redundant.
[KARA SCREAMS]
[GASPS]
Zor-El! Alura!
Kara! Come on!
Our friends tried to help us escape,
but we got separated in the chaos.
[ALL SCREAM]
We never saw the being inside the ship,
the thing in charge.
I don't think there's anyone alive
outside that ship that has.
No!
Thara! Ak-Var!
AK-VAR: You've got to get us out of here,
Zor-El! We can't get out!
Please! Please help us! Please!
Fearing he'd return,
my parents sent me to Earth...
matter 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,
planned 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 comm signal, scan for
others like it and find Brainiac first.
If you're right, there could be
a hundred thousand 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.
[DRAFT WHOOSHES]
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.
I don't know if life with me
is ever going to be normal.
You know what I mean.
I wanna 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 gonna 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.
[BEEPS]
ZOR-EL: Member Zor-EI's report
to the science council.
Although we've stiff found no visual record
of the creature Brainiac...
we have determined
that he is from a planet called Colu.
Born fully organic...
Brainiac has incorporated
extensive motor, skeletal...
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-EI, has his theories
about our planet nearing its natural end.
Maybe Brainiac detected this
and saved himself the trouble.
COMPUTERIZED VOICE: Pausing
playback. Frequency match identified.
Star system ahead.
[BEEPING]
[ALIENS GRUNTING]
[ALL CHEER]
[ALIEN 1 SCREAMS]
[ALIEN 2 YELLS]
[GROWLS]
[ROBOTS GROWL]
Where's Brainiac? How does this work?
[GRUNTING]
[YELLS]
[GRUNTS]
[GRUNTING]
[SCREAMS]
[BEEPING]
[CRASH]
[GUN COCKS]
[YELLS]
These people were leaving.
I'm new here.
Maybe this will get the message across.
[MEN SCREAM]
[BEEPING]
NEWS ANCHOR: ON TV:
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 wanna 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.
COMPUTERIZED VOICE: Cataloging.
Planet Larroo.
Three sentient species identified.
Stand by.
Knowledge has been uploaded.
Specimen analysis underway. Stand by.
[RETCHES AND GRUNTS]
Specimen active.
Sending units to subdue.
Specimen analysis complete.
Storing specimens.
[CREATURE SNARLING]
[CREATURE SHRIEKS]
[SUPERMAN GRUNTING]
SUPERMAN: 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.
[GRUNTING]
Identify.
Try asking nice.
Kryptonian.
Not big on people skills, are you?
[SUPERMAN GRUNTING]
- 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.
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.
Ah...
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.
COMPUTERIZED VOICE: New acquisition planet
entered in database. Changing course.
Preparing environmental simulator.
No!
[SUPERMAN GRUNTING]
You have brought me another gift,
Kryptonian.
Perhaps letting you live
was not such an error after all.
[YELLS]
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.
[BLEEPING]
Ms. Lane, if Superman were around,
he'd have responded...
to that hijacked freighter the other
day, and the fire over on Third.
KARA: Ow!
What is that noise?
Oh, sorry.
Okay, Jimmy, Supergirl. Supergirl, Jimmy.
Thanks for your help, Jim.
- You meant to call her?
- Yup. 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.
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 to let 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 gonna 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.
Hm.
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.
Get me the Pentagon.
[KRYPTONIANS MURMURING]
Hello. SUPERMAN: - Excuse me.
[GRUNTS]
[GROANING]
[GRUNTS]
[GROANING]
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.
WOMAN 1: 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.
MAN: 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.
COMPUTERIZED VOICE:
Dispatching sentries. Dispatching sentries.
ROBOT: Citizens, your conversation
has become subversive.
Please modulate accordingly.
Uh, yes, of course.
Heh, heh, the new one doesn't know.
They keep you in line?
Hey, talk to me this time.
[SCREAMING]
COMPUTERIZED VOICE:
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.
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.
WOMAN 1: 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
named Zor-EI and Alura?
WOMAN 2:
Great Rao, he looks just like his father.
- Unbelievable. I'm eating Kryptonian food.
- Close enough.
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?
- Well, for me it was easier.
It's the only world I know.
I have family and friends and...
Someone special.
Drives me nuts sometimes.
Heh. Nice to know
that's the same everywhere.
So how did you end up here?
ZOR-EL: 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.
[GRUNTING]
[RUMBLING]
[KRYPTONIANS MURMURING]
What's underneath this street?
You have machines
to keep this facade going?
[GRUNTING]
He wants the robots to come.
ROBOT: Citizen, your behavior
has become subversive.
Cease your activity at once
before we are forced to...
Hey.
Subvert that.
COMPUTERIZED VOICE:
Retrieving damaged sentries.
I'll be back for you, I promise.
[GRUNTS]
[PANTING]
SUPERMAN: Hey, ugly.
[SUPERMAN GRUNTING]
- Fool.
- Shut up.
[SCREAMS]
This won't hold you forever.
It just needs to hold you long enough.
You underestimate me.
You'll 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.
[POWERING DOWN]
[SONG BOOM]
[AIRCRAFT ENGINE DRONING]
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.
[GASPS]
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.
[ALARM WAILING]
What is it?
Something's happening in Metropolis.
MAN 1: What is that?
[ALL MURMURING]
MAN 2: Hey!
MAN 3: Hey, what's going on?
[ALL CLAMORING]
[CAMERA SHUTTER CLICKS]
No.
It's happening here.
It's happening again.
[ROBOTS GROWLING]
[WOMAN SCREAMING]
[MAN GRUNTING]
[MAN SCREAMING]
[GULPS]
LOIS: Have a seat, butt 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 that other 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.
[BEEPING]
No.
[SOLDIER SCREAMING]
[PEOPLE SCREAMING]
Could be the end of the world, Lane.
- You and me. You wanna hook up?
- Not a chance.
[ELECTRICITY CRACKLING]
LOIS: Superman!
[ROBOTS GROWL]
[GRUNTING]
[ROBOTS GROWL]
[GRUNTS]
[GRUNTS]
Lois.
[RUMBLING]
[RUMBLING]
[SUPERMAN GROANS]
[GRUNTS]
[GASPS]
[GRUNTING]
[SCREAMS]
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.
- Aah!
It had nothing to offer me.
I found it redundant.
Lois.
Disgusting.
Your affection for humans is nauseating.
SUPERMAN: Kara.
[KARA SCREAMS]
BRAINIAC: Yes.
The other Kryptonian, I will keep.
I'll need at least one.
And you may not survive.
[GRUNTING]
[SCREAMS]
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.
[GRUNTING]
[SCREAMS]
Good. Fight it.
[GRUNTING]
I need your brain to function long enough
to tell me one more thing.
Where you've put Kandor.
[SCREAMING]
Oh.
COMPUTERIZED VOICE:
Changing course for planet's North Pole.
- Then you haven't destroyed Earth.
- Soon.
And Metropolis?
BRAINIAC: 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.
[GRUNTING]
[GRUNTS THEN SCREAMING]
[ELECTRICITY CRACKLING]
Go to hell.
[KARA GROANS]
Kara, wake up.
[GRUNTING]
Kal?
- Is this his ship?
- It's all right.
We're inside Brainiac's.
BRAINIAC:
Kryptonian trash, you have already failed.
I am the knowledge and strength
of 10,000 worlds.
Neither you nor Metropolis
will ever leave this ship.
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.
[GROANS]
[GRUNTS]
[BEEPING]
- Aah!
- Unh!
[SUPERMAN SCREAMS]
[GROANS]
Kal.
COMPUTERIZED VOICE:
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.
[GROANING]
[GRUNTING AND GROANING]
[GRUNTING]
[SCREAMING]
BRAINIAC:
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.
BRAINIAC: There is no need.
Everything I require is here.
My uncle was right.
You've got a bug.
BRAINIAC:
Very well, Kryptonian. I'll humor you.
Tell me.
Better if I show you.
[SUPERMAN GRUNTING]
[GASPS]
[GRUNTING]
[PANTING]
I saw it when I was inside Kandor.
I saw it when you were downloading
your worlds into my head.
[YELLS]
You don't really know these worlds. You only
know your safe, bottled versions of them.
[BRAINIAC GRUNTING]
You have data, scientific knowledge.
But you have no real sense of life.
Huh?
[CAR HORNS HONKING IN DISTANCE]
Hm?
That. You hear it?
[CAR HORNS HONKING]
It's a highway 50 miles from here.
[POLICE SIREN WAILING]
The fall leaves rustling.
A small plane taking off.
Little kids playing in their backyard.
The smell of fresh bread
in someone's kitchen.
Dragonflies in the air.
[FLIES BUZZING]
You hear it all too?
You see it all? Huh.
Something, ain't it?
[BABY CRYING]
[GASPS]
All this activity.
All this chaos. Oh!
[GRUNTING]
How do you block it out? Unh.
I learned to live with it.
But you can't, can you?
You can't face things you can't control.
[SCREAMS]
Ah. And that is mud.
[GRUNTING]
Look at it.
Bugs, and worms and bacteria.
You see them?
Smell them?
[GASPS]
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.
[GRUNTS THEN GROANS]
It's made you weak.
[GROANING]
[GRUNTS]
[GRUNTING]
[SUPERMAN GRUNTING]
[GRUNTS]
Attagirl.
[BRAINIAC GROANING]
[WHIMPERING]
[BLEEPING AND STATIC CRACKLING]
[SCREAMS]
Welcome to Earth.
[RUMBLING]
[ALL GASP]
[ALL CHEERING]
MAN: All right! Yeah!
[RUMBLING]
[KRYPTONIANS MURMURING]
Kara.
Here. WOMAN: - Thank you.
[CHATTERING]
LOIS: Mm! Mm. Mm.
- I thought I'd lost you.
- Funny. I was here the whole time.
[LOIS GASPS]
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.
Because right now I could
use a little safety.
All you want, I promise.
I don't ever wanna 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.