Recap / Justice League Unlimited S 2 E 12 Divided We Fall

Are you going to fight me, boy?
- Brainiac / Luthor to Flash

Written by Dwayne McDuffie

Inside LexCorp, the Justice League's seven founding members and Amanda Waller have just been treated to the bizarre sight of Brainiac inside Lex Luthor's body. But no one is more surprised than Luthor himself. Brainiac explains that he inserted a microscopic copy of himself into Luthor's body years ago, back when he forced Luthor to build him a new body. Since then, he has grown steadily, until Luthor was, for all intents and purposes, acting under his control. As a by-product of his occupancy, Brainiac cured Luthor's Kryptonite poisoning and gave him his mysterious super-strength. The last act Luthor was to accomplish was to transfer Brainiac's consciousness into the "more suitable" android body.

Having had enough exposition, the League attacks, but the Luthor/Brainiac hybrid knocks the League and Waller out of the building. Superman fights the hybrid, but it is able to convert the building into mechanical constructs, with which he eventually overpowers the League, planning to digitize any individual knowledge they have, then delete their physical forms. But J'onn J'onzz phases free of the restraints and smashes Brainiac's body, freeing the League. As his final move, Brainiac converts the entire top of the LexCorp tower into an enormous skull-like robot ship, and attacks again. The Justice Leaguers swarm an attack the ship at all sides before the combined power of Superman and Green Lantern destroy the ship. It seems the threat is over, but Batman immediately claims the fight was too easy, and the League realizes the attack was only a diversion and Luthor/Brainiac is nowhere to be found.

Under Brainiac's control, Luthor is walking along a sewer several miles away, looking to find a place where he can stop and repair himself. Brainiac makes it clear that he regards Luthor as only a temporary vessel, and will then be destroyed. Luthor points out that Brainiac's programming is devoid of purpose: its ultimate end is simply for him to digitize, then destroy the entire universe. With nothing afterwards, Brainiac will have fulfilled his purpose and cease to function. Luthor says he can show Brainiac a higher purpose by providing him the one thing he has always lacked: imagination.

In conference with Waller, the League deduces that since Brainiac's body is entirely nano-technological now, thus, he will go to Cadmus to harness the power of the Dark Heart. Cut to Luthor and Brainiac doing just that. It takes Brainiac a matter of seconds to assume control of the nano-assemblers, allowing him to reshape matter with a thought. Luthor's body is completely submerged in the Grey Goo - and emerges as a gleaming titan, a true fusion of Luthor and Brainiac. With their combined intellect, they plan to absorb all Earth's knowledge and wipe it out in a single stroke. "And then...the galaxy! The entire universe! We'll remake the universe!"

The League founders head straight for Cadmus headquarters. J'onn calls for backup, but the League teams on the ground are too far away, and the Watchtower cannot send help, as the Javelins were all wrecked in the Ultimen attack and the teleporters are still down. Batman concludes that the seven of them will have to be enough.

They may already be too late, however: by the time they arrive, Luthor / Brainiac has reshaped the Cadmus building into a Doomsday Device the size of a skyscraper. Superman urges Lex to fight Brainiac's control, only to learn he's now a willing participant. He's about to get everything he's ever wanted - power, knowledge and immortality. And if he has to kill billions to get it...well, there are always tradeoffs in business.

To fight the League, Luthor/Brainiac conjures up android replicas of the Justice Lords, each of which battles its counterpart and goads him/her with their worst fears and insecurities: Superman's fear in normal humans that his power inspires; Green Lantern's heartbreak; Shayera Hol's status as an outcast on both Thanagar and Earth; Flash's immaturity compared with the rest of the League. They are all resistant to the goading, and defeat their doppelgangers. The League then successfully destroys the machine, but Luthor/Brainiac is still too powerful for them. All of them are knocked unconscious by energy beams but Flash dodges the attack though it does knock him off-balance. Luthor/Brainiac creates guards out of nano-tech and prepares to kill Flash in a manner similar to President Luthor's dark deed, but Flash vibrates free of his restraints, and is left standing alone against Luthor/Brainiac. Luthor/Brainiac taunts him, and Flash hesitates, then streaks away. Luthor/Brainiac begins reassembling his machine – and then Flash hurtles at him from the opposite direction, having run so fast that he's circled the globe in only a few seconds, and hitting Luthor/Brainiac with enough force to tear away a chunk of "their" android armor. Flash makes his fastest run ever, circling the world faster and faster each time, hitting the fused villain harder and harder each time. Then Flash stops, his body crackling with the speed energy he's tapped into, and applies his vibrating hands to Luthor's Brainiac armor, tearing it completely away, and leaving Luthor naked and helpless at the bottom of a crater.

As the League regains consciousness, Flash stands, unsteady, and then fades completely away, to the horror of his teammates. Luthor weakly gloats that he had indeed killed Flash. But now is the moment of truth for an enraged, grieving Superman: He seizes Luthor, and his eyes glow red. Wonder Woman moves to intervene, but Batman stops her as this is Superman's decision. Superman's eyes return to normal and he releases his grip on Luthor, to the villain's genuine surprise. At the end of the day, Superman is not a Justice Lord – No matter how much he wishes he could do what that one did at this moment. Then J'onn shouts that Flash is still alive, and he can sense Flash telepathically. Shayera reaches in the direction J'onn is pointing, and her hand touches a portal to some other dimension, the "Speed Force", into which Flash has been taken. From within, Flash is enraptured with the realm, which is "calling him home" and wants to give in to it. Alarmed, Shayera shouts for him to resist it and seizes his hand, with all six Leaguers form a chain with Batman as the anchor, and it takes all their combined strength and will to pull Flash back into reality. Flash mentions if he ever goes that fast again, he won't be able to come back. A short distance away, a relieved Waller tells the President to call off the air strike against Brainiac.

The next day, Superman addresses a crowd in Metropolis, including the members of the expanded League, the Watchtower support crew, the press, and various citizens. He says the League has been guilty of arrogance, and has alienated the people it was trying to protect. That being the case, the founders have decided to disband the League, and decommission the Watchtower: "This is the end".

In the silence that follows, the founders begin to dismount the stage – and Green Arrow steps forward and delivers his own compelling speech to Superman, telling him that no matter what, especially after their victory against Luthor and Brainiac, they are still heroes and needed greatly, particularly Superman. This speech is greeted with applause from the crowd. Superman turns to Batman, who smiles and gives the Man of Steel an encouraging nod. It is a turning point for Superman: After so many years, he feels he has finally regained the trust he lost when he attacked the Earth while under Darkseid's control. Happily bowing to the crowd's pressure, Superman agrees that the League will stay in service, but they will have to make changes to ensure they remain in touch with the people, and suggests they could start by opening an embassy on Earth. As Superman goes on, Batman excuses himself and throws a verbal wink to Green Arrow, who has justified Batman's reasons for recruiting him in the first place.

That evening at the Daily Planet, Clark Kent drops in on Lois Lane as she is finishing her story on the League. He is surprised to hear that she's using the adjective "ambivalent", and she shoots back that her job is to be as tough on Superman as she is on any subject, but only because he himself has set such high standards. After all, she finishes, "he's only human... You know what I mean." Smiling, Clark says he does, looking out the window to the deepening night.


  • And Then What?: Luthor asks Brainiac what he'll do if he succeeds in acquiring Earth's information and destroys the planet. Brainiac says he'll simply keep moving onto the next world until he's done. Luthor offers to show him a purpose beyond his programming.
  • Broke Your Arm Punching Out Cthulhu: This episode provides the page quote.
    Flash: You lose.
    Lexiac: Hardly. Look around you — the Justice League is completely defeated, and so are you. For all your efforts, you have but inconvenienced me, speck.
    • As well, The Flash can never attain the speed he uses to beat Brainiac ever again on pain of being absorbed by the Speedforce.
  • Callback: The return of the Justice Lords, even if they're just copies.
  • The Cape: The episode ties off a running thread of Superman possibly doing what his Justice Lords counterpart did. When it looks like Flash has died, Superman clearly struggles with this, but his ideals win out.
    "I'm not the man who killed President Luthor. Right now, I wish to Heaven that I were, but I'm not."
  • Chain of People: When Flash is sucked into the Speed Force, the other six founding members of the Justice League form one of these in order to get him out of it.
  • Chekhov's Skill: Flash’s ability to punch a hole through a person by vibrating his fist. After trying it out on his Justice Lord construct, he tries it again on a Brainiac-empowered Luthor and it almost kills him.
  • Continuity Porn: 8 real life years ago, Brainiac implanted a copy himself inside of Lex Luthor and waited for an opportunity like Project Cadmus.
  • Continuity Nod:
  • Criss-Cross Attack: Done piecemeal, wherein Lex Luthor, Brainiac and the Dark Heart all fuse together into a nigh-omnipotent cyborg that promptly hands the Justice League their asses. The Flash, however, begins running at Luthor from different directions at increasing speed, until he's circling the Earth between blows. In less than a minute, Luthor is reduced to a normal human, gasping and naked in a blast crater. Viewable on YouTube here.
  • Crouching Moron, Hidden Badass: Flash.
  • Curb-Stomp Battle: After he ascends to his new golden form and absorbs Luthor, the Justice League is absolutely no match for Brainiac. He dismantles them with ease, even incapacitating Superman (who had, in an earlier episode, proven totally capable of wiping the floor with Darkseid) with a single energy blast. Then Flash taps into a one-time maximal use of the Speed Force, and Brainiac ends up on the receiving end of this trope.
  • Dangerous Forbidden Technique: The Flash taps into the Speed Force in order to defeat Lexiac, almost at the cost of his own life.
  • Dark Reprise: The JLU theme song gets one when the Brainiac copies transform into the Justice Lords.
  • Deader Than Dead: Brainiac, courtesy of Flash utterly annihilating his being with the Speed Force to the point that nothing remains.
  • Deus Exit Machina: Much of the JLU are stranded on the Watchtower, due to the Ultimen wrecking the Javelins and the telporters are offline. Also, Green Arrow reports those who were helping with the relief efforts are scrambling, but they're too far away to be of any immediate help. All of this leaves it up to the seven founders to deal with Lexiac.
  • The End of the World as We Know It: The newly remade Lexiac has this on the agenda.
    "We are one, and we comprehend. We can build a machine that will allow us to absorb the information of the entire Earth in a single stroke. And then the galaxy, the entire universe! We'll remake the universe!"
  • The Fellowship Has Ended: The founding members decide to disband the Justice League at the end of the episode. Green Arrow convinces them to change their minds, to which an impressed Batman has a Call-Back to why he recruited Green Arrow in the first episode.
  • Generic Doomsday Villain: Lex Luthor figuratively gets under Brainiac's skin after the latter literally got under his skin by accusing him of being one of these. Luthor points out that Brainiac had no real plans of doing anything with its vast store of knowledge and that it had no real reason for destroying the universe. Brainiac realizes Luthor has a point and agrees to a Fusion Dance so they can actually do something with all of that power and knowledge.
  • Heroic R.R.O.D.: The Flash ends up disappearing into the Speed Force after defeating Lexiac, but the trope is ultimately subverted when the rest of the Justice League is able to locate the portal and pull him out of the Speed Force.
  • "I Know You're in There Somewhere" Fight: Superman tries this with Lex, only to learn the latter is playing along instead of being a possessed victim.
  • Little "No": Flash when Lexiac says he'll kill him and bring about the end of the world.
  • Mythology Gag: Flash's Justice Lord counterpart is made to look like Professor Zoom.
  • Mr. Exposition: Brainiac goes into detail over how he got into Luthor's body and slowly influenced his actions. Flash interrupts him to say it's time to go to jail.
  • Neck Lift: A very angry Superman does this Luthor when he thought Flash died.
  • Oh, Crap!:
    • The League when Flash disappears. Even Batman is stunned.
    • Luthor himself when he saw that part of his armor was destroyed when the Flash punches him, and realizes the Flash is racing around the world to punch him several times, with increasing intensity.
  • Opponent Switch: Superman and Wonder Woman do this, as do Green Lantern and Hawkgirl (who take the chance to work out some frustration over their breakup). The other Leaguers don't bother.
    Wonder Woman: What do you say we switch dance partners?
  • Physical God: Brainiac-Luthor, in his final form. Strong and durable enough to inflict a Curb-Stomp Battle on Superman and the rest of the League (the former has himself beaten actual gods like Darkseid) and in possession of various powers from shapeshifting, to technopathy, to vast intellect and knowledge, to telekinesis, to being able to create sapient beings with a thought (ones capable of trading blows with Superman, no less). He planned to use his newfound power to build a machine that would allow him to remake the universe.
  • "The Reason You Suck" Speech: The Justice Lord recreations do this to most of the Leaguers.
    "The people are afraid of us. Power corrupts after all, and who has more power than Superman?"
  • Screw This, I'm Outta Here!: Subverted. Luthor thinks Flash ran off to save himself, but Flash just needed a running start.
  • Shut Up, Hannibal!:
    Lord!Flash: Slacker! Child! Clown! We have no place here among the world's greatest heroes!
    Flash: Says you! I got a seat at the big conference table. I'm gonna paint my logo on it! (pow)
  • Take My Hand: As she reaches into the Speed Force that the Flash had disappeared into, she tells him to take her hand as she and the other five remaining founding members try to pull him out. As they're pulling him out, you might notice that Shayera is holding him by the wrist and that he didn't actually take her hand.
  • Tempting Fate: Flash makes quick work of his double by vibrating his hands and running the double through with it. He makes the following remark, yet he has to do it again to defeat Lexiac.
    Flash: Never doing that again.
  • Took a Level in Badass: Brainiac. In his DCAU previous appearances, he was a huge threat, but his personal combat abilities were somewhat lacking and Superman could defeat his most powerful body one on one without much trouble. Here, he's able to challenge Superman and the rest of the League in combat (with his Combat Tentacles being so strong even Superman can't break out of them) before he absorbs the Dark Heart, fuses with Luthor, and gets his golden form. After that? He curb-stomps the Superman and the League while barely lifting a finger. Only the Flash's Dangerous Forbidden Technique can stop him.
  • This Is the Part Where...: You kill me right?
  • Voice of the Legion: When Lexiac speaks, both Luthor and Brainiac's voices are heard simultaneously. Dominance shifts depending on the subject: Luthor does the egotistical boasting, while Brainiac is only interested in the task at hand.