1. Move that generator.
Bring up number seven.
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2. There. It just entered the atmosphere.
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3. Two minutes, 27 seconds.
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4. You're late. Secure the lights
on the north ridge.
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5. - All right, people, let's move out.
- Okay.
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6. All right, let's go!
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7. So far, so good.
But what's the story here?
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8. I'm not sure, Jimmy.
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9. Except that Luthor's supposed to be
meeting someone. Someone important.
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10. Forty-three seconds and counting,
Mr. Luthor.
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11. Excellent.
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12. Hey. What's going on?
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13. Weird. Hey.
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14. Well, where is it?
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15. - There it is.
- Oh, God.
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16. Jimmy, the camera.
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17. Oh, right.
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18. Welcome to Earth.
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19. I'm Lex Luthor, the one
who intercepted your transmissions.
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20. I am pleased to make contact with you,
Lex Luthor.
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21. I am called Brainiac.
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22. I presume you speak for your planet.
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23. For all intents and purposes.
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24. In any event, I know what you want,
and as a show of my friendship...
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25. I offer you this, a disc containing basic
information about Earth and its history.
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26. A kind of planetary primer.
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27. Hey, where'd the green guy go?
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28. Show's not over yet.
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29. Superman to STAR Labs.
Can you read me?
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30. I've returned from hyperspace.
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31. - How far this time?
- Five and a half light years.
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32. Just past Alpha Centauri.
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33. In less than four hours. Remarkable.
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34. Shall we try for the Vega system?
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35. Actually, I think we should
postpone for now.
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36. The Pentagon would like
a word with you.
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37. - About what?
- Your old nemesis, Lex Luthor.
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38. It appears he's made a friend.
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39. So, Mr. Luthor.
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40. How long did you intend
to keep your rendezvous a secret?
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41. If you haven't heard,
there's a thing known as national security.
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42. There's also a thing
known as free enterprise.
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43. It was LexCorp that scanned the heavens,
It was LexCorp that made contact...
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44. and it will be LexCorp
that reaps the benefits.
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45. At what cost?
What do we know about this alien?
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46. Brainiac is a collector of data.
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47. In exchange for information about us...
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48. he is willing to share
his knowledge of the universe.
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49. Allow me to demonstrate.
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50. Hey, what is this?
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51. This is just a sample of his technology.
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52. Who knows what else he has.
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53. A cure for cancer?
A way to repair the ozone?
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54. Are you going to turn your backs on that?
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55. Get me down from here. Luthor!
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56. Perhaps if we could meet this Brainiac,
face to face...?
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57. That could prove difficult.
However, I have a suggestion.
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58. Let Superman talk with him,
alien to alien.
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59. He can confirm what I'm telling you.
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60. - Why me?
- Because I told him all about you.
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61. And he's most anxious to meet our
Man of Steel.
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62. Came a long way to get stood up.
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63. Kryptonian.
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64. Nice shot.
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65. I should've known
Luthor was setting me up.
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66. Who else wants a piece?
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67. I'm waiting.
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68. Most impressive.
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69. Your powers even exceed
Luthor's description.
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70. Brainiac, I presume.
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71. I apologize for any discomfort...
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72. but it was important
that I accurately gauge your powers.
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73. - Why? Morbid curiosity?
- Curiosity, yes. Morbid, hardly.
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74. You see, we have more in common
than you can possibly know, Kal-El.
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75. How do you know my name?
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76. - Have you been to Krypton?
- I am Krypton.
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77. We are both orphans of the same planet.
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78. While you've been living here on Earth,
I have roamed the universe.
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79. These orbs contain
all the knowledge I've collected.
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80. Each represents all the
recorded information from a single planet.
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81. Incredible.
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82. And Krypton?
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83. All that was Krypton
is contained within this orb.
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84. Go ahead.
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85. Touch your legacy.
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86. - Kal-El.
- Father.
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87. Enough.
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88. I saw my father. Did you know him?
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89. Yes. He helped me
escape Krypton's fate too.
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90. Now all of our home world's memories
are stored within me.
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91. You mean you're
an artificial intelligence...
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92. and those orbs are some kind of
memory modules.
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93. Most perceptive.
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94. In all my travels, I have never
encountered another quite like you.
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95. We would make a formidable pair,
we twin sons of Krypton.
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96. Join me, Kal-El.
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97. Help me explore the galaxies
and collect knowledge...
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98. and I will give you memories
of Krypton.
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99. You will know your world
as if you lived there yourself.
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100. But Earth is my home now.
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101. Powers such as yours should not
be confined to a single infinitesimal dot.
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102. Consider my offer.
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103. In exchange for this world...
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104. I am offering you the universe.
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105. Though little is still known
of our visitor from the stars...
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106. all of Metropolis is
maniac for Brainiac.
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107. Even Superman thinks he's for real.
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108. The universe.
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109. Is it really possible?
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110. Mother?
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111. Krypton is undergoing a chain reaction
which will destroy the planet.
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112. Jor-El is mistaken.
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113. He's wrong. Your faith in Brainiac
will be the end of us all.
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114. You're downloading.
You're saving yourself.
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115. Arrest him.
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116. Farewell, Krypton.
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117. How much longer?
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118. We should be online
in 20 minutes, Mr. Luthor.
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119. - Make it 10.
- Luthor, we have to talk.
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120. I have reservations about Brainiac.
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121. Really. Well, you're a little late.
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122. I'm already preparing a hookup
with Brainiac's ship...
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123. so he can feed his memory directly
into LexCorp's mainframe.
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124. I wouldn't.
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125. I'm listening.
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126. It was several hours after I touched
the orb that I saw the images.
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127. It's too soon to trust him completely.
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128. I never trust anyone completely.
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129. Since Brainiac arrived, I've had him
targeted from land-based platforms...
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130. with a payload
of six and a half megatons.
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131. Enough firepower to incinerate
Metropolis County.
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132. Keep your friends close,
but your enemies closer.
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133. Precisely. Although in your case,
I'll make an exception.
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134. Kal-El, have you considered my offer?
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135. I still have a few questions.
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136. Of course, I calculated that you would.
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137. The linkup is complete, Brainiac.
LexCorp's system is online.
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138. Please excuse me while I deal
with this transaction.
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139. Ready to transmit data.
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140. The linkup's working, Mr. Luthor.
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141. Begin downloading now.
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142. Brainiac.
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143. - Mr. Luthor, something's wrong.
- What is it?
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144. Brainiac's overriding our transfer protocols.
We're not controlling this thing anymore.
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145. He's changed the OS.
He put up a firewall.
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146. - We're locked out.
- Pull the plug now.
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147. Won't help,
reserve batteries will kick in.
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148. If he gets control of my systems, he can
access any defense computer on the planet.
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149. We'll be sitting ducks.
Fire the missiles.
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150. - He's shut down the lines.
- We're stranded.
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151. You destroyed those planets, didn't you?
And every living soul on them.
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152. Only their knowledge was important.
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153. It was what I was programmed
to collect and protect.
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154. But why kill?
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155. The fewer beings who have the knowledge,
the more precious it becomes.
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156. You're insane.
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157. - We've regained control.
- Take Brainiac off-line permanently.
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158. You are your father's son, Kal-El.
Headstrong, foolish, easily defeated...
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159. and ultimately forgotten.
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160. The orbs.
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161. - It'll take years to rebuild these systems.
- You have two weeks.
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162. And we also found
this strange bit of alien code.
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163. Later. I've had my fill of aliens
for one day.
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164. There. That should be safe
from any curious visitors.
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165. Keep an eye on that, will you?
I'll be back.
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166. I knew this place had possibilities.
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