The aftermath of Doomsday's attack on Chloe and Jimmy's wedding leaves Clark in shock, but before he can search for the kidnapped Chloe, the Persuader appears and attacks him. Rokk, Imra and Garth, also known as members of the Legion of Super Heroes, step in from the future to help vanquish the Persuader, and the group realizes Brainiac has taken over Chloe once again. Meanwhile, up at the Fortress, Brainiac, in the form of Chloe, informs Davis that he is Doomsday and was created to kill "the other Kryptonian" and destroy the world.
→ see also Category:Screencaps from episode 8x11Lana Lang arrives at the wrecked barn, crying, when Clark arrives. He reports that he has been unable to locate Chloe or the thing that took her. He tells Lana that Jor-El warned him about an "Ultimate Destroyer." Lana decides to go to the Isis Foundation to help look for Chloe. When she is gone, there is a flash of light and a masked man with a big metallic, glowing axe appears in the loft and he smashes his axe through a large trunk in the loft. Clark confronts him and asks who he is and the man attacks a surprised Clark, wounding him in the side with the axe. They continue to battle just as three more people appear. One man uses his power over magnetism to disarm the attacker, a blonde woman in red clothes practices some sort of telepathy, and another man strikes the attacker unconscious with a bolt of energy from his hands. The first hero takes a ring from the fallen attacker's hand and the attacker disappears.
Clark is stunned and finally asks who his three saviors are. They call Clark "Kal-El" and explain they are the Legion, from the 31st Century. They introduce themselves: the woman is Imra; the younger man is Garth, who is very excited to meet Clark and tells him that they know his future as a great superhero; and the leader is Rokk, who cuts Garth off from revealing too much information about Clark's future and says that they came to save him from the man who attacked him. He was the Persuader, who stole one of the Legion flight rings to come back in time and kill Clark. Rokk is ready to take his team back to the future, but Clark says he doesn't care about their team or the future because his best friend is missing. Imra reads Clark's mind and learns that he is thinking about a woman named Chloe Sullivan. Garth knows that they are in the day in history when Brainiac was defeated, but Rokk notices that the Martian crystal needed to trap him, which Clark was keeping in the trunk smashed by the Persuader, is now broken. He decides that they cannot leave because they must help Clark to finally defeat Brainiac.
Davis Bloome, half-naked, wakes up in the Fortress of Solitude. He sees Chloe and is relieved to find her there. However, Chloe approaches him, acting strangely. She examines Davis and says that he appears undamaged. Davis asks what happened to her, and she says that she is not Chloe, but the Brain InterActive Construct. Brainiac explains that Davis is merely the human guise for the Ultimate Destroyer and must be locked into a chrysalis to fully and permanently transform him.
Clark is super-speeding to the Fortress to ask Jor-El to help him find Chloe. The Legion members catch up with him through flight. They tell him that, since they have never heard of Chloe Sullivan, she must die in the process of defeating Brainiac. Clark angrily declares that Chloe won't die and speeds away.
Imra goes to the Isis Foundation and meets Lana. Lana initially thinks she is a meteor freak seeking assistance, but Imra starts to inform her of Brainiac taking over Chloe and asks her if she will convince Clark to kill Chloe. Lana insists she would never ask Clark to kill anybody. Imra tells Lana that she thought, based on what she knows of history, that Lana would help.
Imra meets up with Rokk and Garth, where they go through Chloe's work at the Isis Foundation. They note that she has gathered many years worth of information on people with abilities. They cannot figure out the reason why, if Chloe Sullivan is so important to Kal-El, they have never heard of her in any of their known history. The Legionnaires conclude that they must stop Brainiac themselves.
Clark goes to the Fortress to speak to Jor-El, but finds it corrupted, with Brainiac in Chloe's body absorbing information from the crystals. Brainiac reveals his plan to take all of Earth's information and knowledge, then have Doomsday destroy it. Clark grabs Chloe/Brainiac and shoves him against sharp crystals, but he can't bring himself to kill Chloe, despite Brainiac's taunting. Brainiac says he chose Chloe's body because he knew Clark wouldn't harm her. He then picks Clark up, tosses him across the Fortress, and speeds away. Meanwhile, elsewhere in the Fortress and unbeknownst to Clark, Davis is locked in an ice chrysalis.
Clark explains to Lana how Brainiac has returned and that some people are convinced the only way to stop him is for him to kill Chloe. Lana tells him that a woman came in before saying the same thing. Clark wonders if killing Chloe might really be the only way. Lana is shocked by this and points out that the Clark she knows would insist that there would be a way to save both Chloe and the world. Just then, the computer indicates a power surge. Lana pinpoints the surge to the Daily Planet. Brainiac's symbol suddenly appears on Lana's computer screen, hypnotizing her. Clark calls her name, but she does not respond, so he rushes off to the Daily Planet.
Chloe/Brainiac arrives at the Daily Planet to absorb the information stored there. He hacks the wiring and slowly steals everybody's knowledge by hypnotizing them with his symbol displayed on every computer screen. The Legionnaires arrive and, while Imra distracts him as he is about to attack, Rokk and Garth attack Brainiac with an electromagnetic blast, temporarily disabling him. Garth reveals a knife and is ready to stab Chloe/Brainiac, saying he took an oath to protect anyone and is ready to do that. But he cannot bring himself to follow through, so Rokk takes the knife and is about to wield it when he is stopped by Clark. Clark tells them that Chloe is still inside, and that he believes he can defeat Brainiac without killing anyone. He asks Imra if she can connect with Chloe. Imra attempts it and can hear Chloe asking for Clark's help.
Clark and the Legion take Chloe, still unconscious, to the barn, a long way from computers. Clark encourages the others to work together to take Brainiac out of Chloe: Garth will create an electric burst to keep Brainiac at bay, while Rokk will use his magnetism to pull the metallic nano-bytes out of Chloe's body, and Clark and Imra will hold her down and connect with Chloe. When Brainiac re-activates, Garth blasts him down while Rokk pulls him out, in the form of a black metallic sphere, from Chloe's mouth. Chloe regains consciousness and says that she is fine and can tell that Brainiac is gone.
Back at the Fortress, Davis awakens.
The next day, Clark visits Chloe at her apartment, to find her memory completely restored, including his abilities and his alien origins. Chloe tells him that the next time something like this happens, she wants Clark to do what is best for the world and not for her, because if it were the right thing, she'd understand. Clark tells her that won't happen as long as he's around, and Chloe looks at him worriedly. She continues packing her things because she is going to visit Jimmy and Lois in Star City.
Lana and Imra meet again at the Kent house, and Imra refrains from telling Lana details of her future, but tells her she has a special destiny. As Clark, Garth and Rokk fix the barn, Imra comes in with the Brainiac sphere in her hands. Rokk says that they will try to re-program Brainiac into something useful, and Imra hopes that "Brainiac 5" will be a little more friendly. Clark gives Garth his legendary baseball, which when young, he had hit to the other side of Smallville, and burns his initials on it with his heat vision. Rokk gives Clark a Legion ring only good for time travel, and the Legion takes Brainiac back to the 31st Century with them.
Later, Clark and Lana discuss the future and how their lives may turn out, whether or not they are together.
At the Fortress, Davis has morphed into Doomsday and broken free of his ice chrysalis.
- Tom Welling as Clark Kent
- Allison Mack as Chloe Sullivan and Brainiac
- Erica Durance as Lois Lane (credit only)
- Aaron Ashmore as Jimmy Olsen (credit only)
- Cassidy Freeman as Tess Mercer (credit only)
- Sam Witwer as Davis Bloome
- Justin Hartley as Oliver Queen (credit only)
Special Guest Star
- Fraser Aitcheson as Persuader
- A legion is a military or semimilitary unit.
- The title refers to the super-powered team of Rokk, Imra, and Garth, which, in the future, is known as the Legion of Super-Heroes.
- Antagonists: Brainiac and Persuader
- Clark’s Abilities: Super-Speed, Healing factor, Heat Vision
- Lois Lane, Jimmy Olsen, Tess Mercer, and Oliver Queen do not appear in this episode. This is the first time that only three main characters have appeared in an episode.
- This is the third time that time travel has been featured on Smallville. The other two times were Reckoning and Apocalypse. This is the first time that it was not Clark who time-traveled.
- The Legion are from the year 3009.
- Garth says "No glasses, no tights, no flights. So far, he's nothing like the Man of Steel." This is a reference to the show's rule of not having Clark fly or wear his trademark blue tights and the fact that Clark has yet to wear glasses on a regular basis.
- The Legion has heard of all Clark's friends, except for Chloe. This is a tongue-in-cheek reference to the fact that Chloe is an original character created for this show.
- This episode contains many references to Clark's future and the comics, as well as many other characters: it is mentioned that Lana has a destiny of her own, that Lois and Jimmy (though it's likely the Legion was referring to James Bartholomew Olsen rather than Jimmy Olsen) are both known in history, and that Clark will grow into a caped, flying superhero, with a name beginning with 'S', and that he will be a representative of the ideals other heroes will try to follow.
- Rokk mentions reprogramming the destroyed Brainiac into "something useful", and Imra hopes that "Brainiac 5" will be "a little more friendly." This references the character Brainiac 5, a descendant of Brainiac from the Legion of Superheroes.
- This episode has one of the longest "Previously on Smallville" sections, at 1 minute and 23 seconds.
- The Daily Planet building's address is given as 1780 West 5th Street, which contradicts the address given in Season Six's Noir.
- In the scene where Lana talks to Imra in the house, there is a photo on the table of Lana and Clark at Jonathan's victory party from Reckoning. However, in this reality, this moment never took place because it was erased when Clark re-set the time line so that he could go back and save Lana.
- The Legion members primarily address Clark as "Kal", his given Kryptonian name. They are the only characters in the show to do so. Everyone else who knows his true identity either continues to call him Clark, or always uses his full name, Kal-El.
- While Chloe stated that it will take more than Brainiac to make her forget Clark's powers, in Abyss Brainiac actually succeeded to make her forget them.
In Other Media
- Rokk Krinn, Imra Ardeen, Garth Ranzz, and the Persuader make 41 DC Comics characters adapted into the series.
- Brainiac's new objective of infinite knowledge is similar to his main objective in Superman: The Animated Series and also the Justice League animated series and the Brainiac arc written by Geoff Johns. Additionally, there is a similar episode on The Animated Series entitled "New Kids in Town", where Cosmic Boy, Saturn Girl and Chameleon Boy come from the future to help a young Clark Kent defeat Brainiac.
- In the comics, Kryptonian family names were historically never dropped, but some recent incarnations of the DCU have changed this practice and include Kryptonians and other superheros (e.g. Wonder Woman) calling Superman "Kal" in informal situations.
- The three-sphere symbol appearing on the computer monitors when Brainiac is attempting to steal Earth's combined knowledge represents Brainiac in a number of media, where he appears with the same symbol on his forehead. This is the first time such a symbol has appeared on Smallville.
- Persuader is said to be part of a Human supremacist group, which is a reference to "Superman and the Legion of Super-Heroes" comic book story arc, Justice League of Earth in which Legion rejects led by Earth-Man helped in dishonoring Superman's name by convincing Earth that he was not an alien, but in fact a human protector from all forms of alien life.
- Lightning Lad comments on Clark's "no tights, no flights" and asks Cosmic Boy whether they found the right person. In Superman and the Legion of Super Heroes TV series, Bouncing Boy asks the same thing to Brainiac 5.
- Geoff Johns, who wrote this episode, also wrote the six-issue comic book retelling entitled Superman: Secret Origins. In issue #2 of the series, the Legion of Superheroes are prominently featured and there are a few nods to this episode, as well as to the overall series of Smallville.
- Garth mentions a sister: in the comic books, she is a Legion member named Lightning/Light Lass.
- Alexz Johnson, who played Imra Ardeen, also stars in the show Instant Star, playing the sister of Laura Vandervoort, who played Kara Kent on Smallville.
- This is the second team of superheroes who have appeared on Smallville, the first being Oliver Queen's pro-active hero team.
- The crystal the Persuader destroyed was last seen in Bloodline, used by Kara to remove Faora from Lois' body.
- This is the fourth time Chloe has been possessed by another being; the first was Madelyn Hibbins in Spell, second was Dawn Stiles in Spirit, third was Gretchen Winters in Tomb, and now Brainiac.
- Clark had all memories Chloe had of his secret erased in Abyss. At the end of this episode, it's established that Chloe has her memory of Clark's secret restored, and remembers everything up to her wedding day. She doesn't seem to realize, however, that her memories of Clark's secret were ever erased or that Clark had them erased, although that might be due to the fact that she was unconscious at that time.
- Curiously, no mention of Pete Ross is made, despite his importance in the early years of Smallville.
- When Rokk and Garth are at the Isis Foundation looking at Chloe's stuff, they get a manual of files from the Torch, the newspaper from Smallville High School, which Chloe edited. The first article in the manual shows a picture of Alicia Baker, who was last seen in Pariah.
- This is the first mention of Alicia Baker since Season Six's Prototype.
- This is the 11th episode of the season and 3rd of an annual/unofficial tradition where the 11th episode of each season introduces a new character(s), a new hero team or has returning superhero guests. This episode introduces Smallville version of the Legion of Super-Heroes whose super guest cast consists of Rokk Krinn, Imra Ardeen, and Garth Ranzz. Brainiac 5, who is a long-standing member of the Legion in the comics, is mentioned by Imra.
- This episode marks the 84th appearance of Clark's red jacket and blue shirt outfit, which he wears frequently throughout the series.
- Rokk Krinn returns to the present day briefly in Doomsday to warn Clark of his impending defeat at the hands of Doomsday.
- In the Season Ten episode, Homecoming, it will be shown that the Legion was able to reprogram Brainiac for good, and that he now goes by "Brainiac 5" referring both to the fact that this is the fifth version of him and to distinguish himself from his earlier, more malevolent versions.
- Garth Ranzz: You may be known as Clark Kent now, but one day you will be known as Sup... (Rokk stops him)
- Rokk Krinn: Kal-El, your influence will reach far beyond Earth.
- Rokk Krinn: Long live the Legion.
- Clark: If your code was really based on me, your number one rule should be, "Don't kill."
- 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.
- Garth Ranzz: Do you think I can keep this? As a souvenir.
- Clark: Sure.
- Garth Ranzz: (holding a baseball) Can you sign it?
- Rokk Krinn: Garth, you're acting like a Sub!
- Garth Ranzz: What? It's for my sister!
- Imra Ardeen: Your sadism is historic where I come from, but so is your defeat.
- Brainiac: Well, history's about to get a re-write.
- Clark: According to the Legion, I will accomplish things so legendary, I'll be known throughout the galaxy.
- Lana: Our destiny is not written in some books in the future. We write it ourselves.. everyday.
- Clark: The question is... what we write next?
- Garth Ranzz: (seeing Clark's jacket) No way! I saw this in the Levitz Museum behind visoglass.
- Rokk Krinn: Put that back!
- Garth Ranzz: Well get the magnet out of your ass, Rokk.
- Clark: 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 Krinn: Lightning Lad. You might want to take your AC foot out of your DC mouth before you short yourself out.
- Clark: Hey, it's nice to see the kinder, gentler Chloe.
- Chloe: Nothing like having a binary bad guy cleansed from your system to put a spring back in your step.
- Chloe: Thanks for not giving up on me.
- Clark: I'd never give up on you, Chloe. You know that.
- Chloe: I just hope that if it turned out that there was no other choice, you would choose to do the right thing.
- Clark: What choice would that be?
- Chloe: To do what's best for the world... and not for me. Know that I'd understand.
- Clark: Well, as long as I'm around, that's never gonna happen.
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