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[After Brainiac reveals himself from within Lex Luthor] Flash: Dude. That is messed up! Lex Luthor: I don't understand what's happening! Brainiac: You are under my control. I have lain dormant within you for years, Lex Luthor, subtly influencing your actions until we arrived at this point. Do you not recall my kidnapping you in this very building? [A flashback to the Superman: TAS episode "Ghost in the Machine" is shown] Lex Luthor: Yes... You forced me to build you a new body. Brainiac: Kal-El destroyed that body, foiling my plans. In any event, I always have a backup plan. Consider: how could you have survived that point-blank blast from me, unless- Lex Luthor: Unless... it wasn't intended to kill me? Brainiac: The beam carried a nanotech payload that inserted a microscopic, holistic copy of my program inside your body. Since then, I have steadily grown in strength, protecting this body until I could arrange my transfer into a more suitable one. Lex Luthor: You cured my cancer; gave me super-strength! Brainiac: Your animal-protein shell was insufficient for my needs. Improvements were required. Flash: Hate to interrupt this special live performance of The Thing With Two Heads, but it's time to go to jail now. Amanda Waller: What he said. [shoots Brainiac/Luthor several times] We'll take it back to Cadmus and see if the tech boys can't pull Luthor out of what's left of that hunk of- [Brainiac/Luthor suddenly stands, instantly repairing] I'll be dipped! Brainiac: Be gone.

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