1. Fall back!
Copy !req
2. Go! Go! Go!
Copy !req
3. Thanks. I'd hate to miss the view.
Copy !req
4. You know, the cops didn't seem
to like you that much, Ms. Lane.
Copy !req
5. - Occupational hazard.
- You and me both.
Copy !req
6. So which are you guys angling for?
Copy !req
7. Life in prison or, you know,
blaze of glory?
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8. You watch your mouth, Iady.
You're not proving to be much use to us.
Copy !req
9. No offense, it just takes pretty huge stones
to get this noisy in Metropolis.
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10. Oh, didn't you hear?
Seven-point-two in Belize this morning.
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11. Superman's busy, we scramble.
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12. - You do know he flies fast, right?
- We'll take our chances.
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13. - What the...?
- Plus there's the other one.
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14. Other one?
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15. - Superman's cousin. Didn't you hear?
- No, I didn't hear.
Copy !req
16. You really should read my column.
Copy !req
17. You don't know many teenage girls,
do you?
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18. Rebellious, angry at the world,
doesn't know her own strength?
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19. You're in deep trouble.
Copy !req
20. Ow!
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21. Hold it, the skirt's the bad cop?
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22. She's just visiting.
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23. Metropolis is my turf.
Copy !req
24. - You all right, Ms. Lane?
- I am now, Superman.
Copy !req
25. - Nice outfit.
- Thanks.
Copy !req
26. If I knew I was gonna be abducted,
I might have skipped the heels.
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27. Seat belt?
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28. Enough!
Copy !req
29. Let me explain how this is gonna go.
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30. Anyone else care to educate me?
Copy !req
31. Kara, what the hell were you
trying to prove out there?
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32. I was stopping bad guys.
That's what we do, right?
Copy !req
33. - Stop them, not scramble them.
- Don't lecture me, Kal.
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34. I'm still older than you.
Copy !req
35. No. You may have left Krypton that way,
but you're not anymore.
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36. The wormhole got me here faster.
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37. That's not fair.
Copy !req
38. Tell it to Einstein.
Copy !req
39. - Who?
- Smart guy. Lived here on Earth.
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40. Do your homework.
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41. Why don't you do yours?
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42. Excuse me?
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43. You've spent your whole life
on this planet.
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44. You grew up with these powers.
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45. Do you even remember Krypton?
Your parents? My parents?
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46. Only a Iittle.
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47. Well, for me, it was only several months ago.
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48. I didn't have powers. Nobody did.
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49. And when bad things happened,
we were helpless.
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50. Kara, I can't know unless you tell me.
Copy !req
51. Ask regular people down there how they feel
when guys like that terrorize them.
Copy !req
52. I have powers now.
Copy !req
53. And I'm going to use them.
Copy !req
54. This is U.S. Space Surveillance.
Copy !req
55. We've got an unknown object,
incoming over the southwestern U.S.
Copy !req
56. Lost contact
with communications satellite VN59.
Copy !req
57. GEODSS, can you get a visual?
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58. - Teenagers.
It's a matter of calibration.
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59. She's a good kid. She'll Iearn.
Copy !req
60. - So, what's your excuse?
- Meaning?
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61. You volunteered to be their hostage?
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62. Well, better me than someone else.
Copy !req
63. You have to stop doing things like that.
Copy !req
64. - No, what I have to do is get the story.
- Other reporters do their jobs...
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65. without needing me
to save them every time.
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66. Other reporters don't have the access I do.
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67. To the stories or to me?
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68. Both.
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69. Must be awful being you.
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70. Most powerful man in the world...
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71. and you still can't control
the women in your life.
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72. Kent.
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73. You're not Kent.
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74. Uh, just leaving a note.
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75. Think he'll mind if I use his DVD player?
Mine's...
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76. I busted mine.
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77. You and he aren't dating?
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78. - What makes you ask?
- Yeah, didn't think so.
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79. I got a Iittle theory about Kent.
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80. The way he's so secretive
about his personal life?
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81. - Yeah?
- Ask him if he's got a girlfriend...
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82. you never get a straight answer.
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83. How he's not really a sports guy,
but he's in that great shape.
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84. - Huh.
- I'm just saying.
Copy !req
85. - So, what's your story?
- Me?
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86. We know you're not with Kent.
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87. Oh, it's just, I thought you were asking
about Clark because you were...
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88. Me? Hey listen, baby.
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89. Any time you need proof what makes me
stand and salute, you just let me— Aah! Unh!
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90. Ooh. Sorry,
I've been meaning to get that fixed.
Copy !req
91. Lois, Perry wants to see us.
Copy !req
92. Heart rate, breathing, skin temp.
Copy !req
93. - What? You're mad at me?
- You're something else.
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94. I don't care what he thinks about me.
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95. I know that.
I'm surprised you didn't think of it yourself.
Copy !req
96. It's the perfect cover.
Copy !req
97. - Then what?
- You don't want anyone knowing...
Copy !req
98. that we're together, but at the same time,
you don't let another guy even talk to me.
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99. It's like I'm going out with my own stalker.
Copy !req
100. Him? Lombard?
You want that guy hitting on you?
Copy !req
101. No. That's not the point.
The point is, you need to ease up a Iittle.
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102. Thought you like it
when I come to your rescue.
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103. Seems like it,
the way you take unnecessary risks.
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104. When I'm falling out of a plane, rescue me.
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105. Getting ogled by the office pig, I can handle.
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106. It's like everything you do
is to protect poor Lois.
Copy !req
107. - And what's wrong with that?
- I don't need protecting.
Copy !req
108. Heads up, guys.
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109. Some kind of thing falling over Arizona.
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110. Reports of an unidentified object...
Copy !req
111. currently projected to impact somewhere
in the suburbs north of Phoenix.
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112. - I gotta go.
- Go.
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113. - We'll talk Iater.
- Go.
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114. Ow.
Copy !req
115. I actually felt that.
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116. Transmitter.
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117. Uh-uh. No phoning home!
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118. Still can't believe you eat these.
Copy !req
119. Trust me, honey.
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120. In Kansas,
bacon is one of the major food groups.
Copy !req
121. Maybe I'll fry you up some in the morning.
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122. That's okay. Heh.
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123. Come on. It's getting buggy out here.
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124. Okay if I lose these?
No one's around for miles.
Copy !req
125. Sure.
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126. I know Kal means well,
but this is just not me.
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127. Got a feeling you're not going...
Copy !req
128. to be around Smallville long enough
to need a secret identity.
Copy !req
129. I hope I don't seem ungrateful.
Copy !req
130. Oh, honey, you aren't.
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131. You know Clark.
He always wants what's best for people.
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132. I think he thinks history can repeat itself.
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133. But we're all different.
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134. Pa and I can never substitute
for your parents.
Copy !req
135. We know that.
For one thing, we're too darn old.
Copy !req
136. And so are you.
Copy !req
137. Just know that you're special to us...
Copy !req
138. and you'll always have a home here
whenever you need it.
Copy !req
139. Thanks.
Copy !req
140. It can get awfully quiet around this place,
but sometimes a person needs that.
Copy !req
141. —Superman seconds before
it nearly destroyed a home in the high desert.
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142. It works for him.
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143. —into a robot and attacked the Man of Steel.
Copy !req
144. We've received this amateur footage
taken of the encounter.
Copy !req
145. Good Iord, what do you suppose...?
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146. Kara?
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147. How far can you zoom in
before we lose detail?
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148. Well, Iookie here.
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149. What's she Iooking for?
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150. Hey, I don't bite.
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151. I think you scared her off.
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152. She'll be back.
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153. They always come back.
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154. Kal?
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155. - Kal, where are you?
- Over here.
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156. Kara, it's just a robot.
Copy !req
157. - I know. Are there more?
- I don't think so.
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158. Hey, are you okay?
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159. Where's that indestructible kid
I was arguing with a couple of hours ago?
Copy !req
160. Kara, whatever it is, it's disabled.
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161. It's not going to do any harm.
Copy !req
162. You're wrong.
Copy !req
163. - You've seen these before.
- A lot of them.
Copy !req
164. On Krypton?
Copy !req
165. In Kandor, the capital.
Copy !req
166. The day it disappeared.
Copy !req
167. - A whole city disappeared?
- Taken.
Copy !req
168. - I don't understand. By who? How?
- It calls itself Brainiac.
Copy !req
169. We were in Kandor visiting friends
when those things attacked.
Copy !req
170. The robots were everywhere.
Our army threw everything we had at them...
Copy !req
171. but they were unstoppable.
Copy !req
172. They killed people randomly at first.
Copy !req
173. Then, as they downloaded our knowledge
and learned about us...
Copy !req
174. they figured out who to keep
and who to kill.
Copy !req
175. Who they found redundant.
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176. Zor-EI! AIura!
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177. Kara! Come on!
Copy !req
178. Our friends tried to help us escape,
but we got separated in the chaos.
Copy !req
179. We never saw the being inside the ship,
the thing in charge.
Copy !req
180. I don't think there's anyone alive
outside that ship that has.
Copy !req
181. No!
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182. Thara! Ak-Var!
Copy !req
183. AK-You've got to get us out of here,
Zor-EI! We can't get out!
Copy !req
184. Please! Please help us! Please!
Copy !req
185. Fearing he'd return,
my parents sent me to Earth...
Copy !req
186. after my father and other scientists decoded
the memories of robofts left behind.
Copy !req
187. That's how they found out
he was called Brainiac.
Copy !req
188. They learned from his technology,
planned to find him, fight him.
Copy !req
189. Get back the people of Kandor.
Copy !req
190. Hey, hey, it's okay. It's okay.
Copy !req
191. - We were all so powerless.
- I know.
Copy !req
192. I never want to feel that way again.
No one should.
Copy !req
193. But if that thing's here,
it's all going to happen again.
Copy !req
194. No. I'll make sure it doesn't.
Copy !req
195. You're going after him, aren't you?
Kal, you don't know what you're dealing with.
Copy !req
196. These probes must be how he searches
for planets.
Copy !req
197. And if this one didn't contact him,
someday one will.
Copy !req
198. I need to finish what your father started.
Copy !req
199. Isolate this robot's comm signal,
scan for others like it and find Brainiac first.
Copy !req
200. If you're right, there could be
a hundred thousand Kryptonians alive...
Copy !req
201. - ... and trapped on that ship.
- And what if he shows up while you're gone?
Copy !req
202. - What if you never come back?
- You'll have to keep things safe here...
Copy !req
203. until I come back.
Copy !req
204. What makes you think I'm ready to do that?
Copy !req
205. You'll have to be.
Copy !req
206. You missed Perry's big announcement.
He's a grandfather.
Copy !req
207. Keith and his wife had a girl.
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208. They're naming her Alice.
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209. That's great.
Copy !req
210. I want a normal life, Clark.
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211. I don't know if life with me
is ever going to be normal.
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212. You know what I mean.
I wanna do regular things with you.
Copy !req
213. Get a place together. Make couple friends.
Copy !req
214. Someday maybe get married, have kids.
I don't know.
Copy !req
215. We've talked about this before.
If people ever found out, you'd be in danger.
Copy !req
216. I'm not talking about people knowing
I'm with Superman.
Copy !req
217. I'm talking about their knowing
I'm with Clark.
Copy !req
218. And what if someday people find out
that's the same person?
Copy !req
219. Then we'll deal with it.
I'm in danger all the time, Clark.
Copy !req
220. And I'm not thrilled with that either.
Copy !req
221. Well, what about me?
You think I like sharing you with the world?
Copy !req
222. Wondering if today's the day some Iunatic
finally figures out how to kill you?
Copy !req
223. But I don't tell you not to do your job,
and you can't tell me not to do mine.
Copy !req
224. - You can't compare what I—
- Yes, I can.
Copy !req
225. This fear is your problem, not mine.
Copy !req
226. You can't keep the world safe for me
all the time.
Copy !req
227. Not if it's gonna keep us both
from having a life.
Copy !req
228. - And if you keep insisting—
- Lois, I have to go away for a while.
Copy !req
229. "Away" as in spend some time
with your folks in Kansas...
Copy !req
230. or as in somewhere just past
the Crab Nebula?
Copy !req
231. More like the Iatter.
Copy !req
232. Can we deal with this when I get back?
Copy !req
233. Men. Always finding an excuse to leave
when things get scary.
Copy !req
234. Of course, you're the only one who Iiterally
disappears off the face of the earth.
Copy !req
235. Member Zor-El's report
to the science council.
Copy !req
236. Although we've still found no visual record
of the creature Brainiac...
Copy !req
237. we have determined
that he is from a planet called Colu.
Copy !req
238. Born fully organic...
Copy !req
239. Brainiac has incorporated
extensive motor, skeletal...
Copy !req
240. and cybernetic enhancements into himself.
Copy !req
241. His method is to explore the galaxy,
upload knowledge into his own neural core...
Copy !req
242. from the worlds he encounters
and then destroy those worlds.
Copy !req
243. Whether Brainiac has kept the people
of Kandor alive remains a mystery...
Copy !req
244. as does why he didn't destroy Krypton.
Copy !req
245. My brother, Jor-El, has his theories
about our planet nearing its natural end.
Copy !req
246. Maybe Brainiac detected this
and saved himself the trouble.
Copy !req
247. Pausing
playback. Frequency match identified.
Copy !req
248. Star system ahead.
Copy !req
249. Where's Brainiac? How does this work?
Copy !req
250. These people were leaving.
Copy !req
251. I'm new here.
Maybe this will get the message across.
Copy !req
252. —acquired this video from last night...
Copy !req
253. of Supergirl taking on human traffickers
in North Korea.
Copy !req
254. From Mexican drug lords
to genocide in Africa...
Copy !req
255. Supergirl seems to be
on a one-heroine rampage...
Copy !req
256. during Superman's absence.
Copy !req
257. Yeah. Everywhere but here.
Copy !req
258. Why does Superman disappear for weeks
like this? Maybe there's an angle in it.
Copy !req
259. Does he wanna make sure
the human race stays self-sufficient?
Copy !req
260. - Are there other worlds he protects?
- You mean, like, he's cheating on us?
Copy !req
261. Let's play with it.
"The AIoofness of Superman."
Copy !req
262. Lois, you run with this.
Copy !req
263. - Must I?
- Who else am I gonna give it to? Kent?
Copy !req
264. He's probably cheating on us too.
Copy !req
265. Cataloging.
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266. Planet Larroo.
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267. Three sentient species identified.
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268. Stand by.
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269. Knowledge has been uploaded.
Copy !req
270. Specimen analysis underway. Stand by.
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271. Specimen active.
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272. Sending units to subdue.
Copy !req
273. Specimen analysis complete.
Copy !req
274. Storing specimens.
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275. The Milky Way.
Copy !req
276. He's placed each city according
to the planet it came from.
Copy !req
277. Then Krypton would be...
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278. Kandor.
Copy !req
279. Kara was right.
Copy !req
280. Really?
Put yourself in the center of the galaxy?
Copy !req
281. A Iittle egocentric, aren't we?
Copy !req
282. So you must be Brainiac.
Copy !req
283. Okay.
Copy !req
284. Identify.
Copy !req
285. Try asking nice.
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286. Kryptonian.
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287. Not big on people skills, are you?
Copy !req
288. - You should not exist outside my control.
- Sorry to disappoint.
Copy !req
289. I did not destroy Krypton
after uploading my specimens...
Copy !req
290. because the planet
was about to destroy itself.
Copy !req
291. You exist because I allowed you to be.
Copy !req
292. Hope you're not expecting a thank you.
Copy !req
293. - It was an error.
- Got that right.
Copy !req
294. What are you? Who made you God?
Copy !req
295. You ask me such questions?
Copy !req
296. Ridiculous.
Copy !req
297. I am the knowledge and strength
of 10,000 worlds.
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298. I am flesh and machine.
I am becoming everything.
Copy !req
299. And you, your arrival is no more
than a rare opportunity for entertainment.
Copy !req
300. And it presents me the opportunity
to correct that error.
Copy !req
301. You shall be integrated
into Krypton's specimen city...
Copy !req
302. where you belong.
Copy !req
303. No, thanks.
Copy !req
304. It was not a request.
Your struggle is pathetic. You are weak.
Copy !req
305. Your mind has been fully scanned.
Your skills and Iimitations are mine to read.
Copy !req
306. Ah...
Copy !req
307. You've been Iiving on another planet
with intelligent life.
Copy !req
308. Earth.
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309. The Kryptonian rocket I found adrift, yours.
Copy !req
310. Yes.
Copy !req
311. Its guidance system
contains Earth's Iocation.
Copy !req
312. New acquisition
planet entered in database. Changing course.
Copy !req
313. Preparing environmental simulator.
Copy !req
314. No!
Copy !req
315. You have brought me another gift,
Kryptonian.
Copy !req
316. Perhaps letting you Iive
was not such an error after all.
Copy !req
317. Kandor.
Copy !req
318. Jim, you still got that watch
Superman gave you?
Copy !req
319. - Sure, but I don't think it—
- Can't hurt to give it a shot.
Copy !req
320. Ms. Lane, if Superman were around,
he'd have responded...
Copy !req
321. to that hijacked freighter the other day,
and the fire over on Third.
Copy !req
322. Ow!
Copy !req
323. What is that noise?
Copy !req
324. Oh, sorry.
Copy !req
325. Okay, Jimmy, Supergirl. Supergirl, Jimmy.
Thanks for your help, Jim.
Copy !req
326. - You meant to call her?
- Yup. Keep this between us, okay?
Copy !req
327. Sure.
Copy !req
328. - Okay. I'm here. What?
- What's your rush?
Copy !req
329. All right, look, you and I don't know
each other, well, yet...
Copy !req
330. and I'm guessing Superman didn't tell you,
but it's okay to talk to me.
Copy !req
331. I know about him being Clark.
I'm his girlfriend.
Copy !req
332. He didn't tell me.
Copy !req
333. Yeah, well, that's Clark.
It took him a year to tell his folks.
Copy !req
334. Here's the thing. While everyone else
is singing tributes to you...
Copy !req
335. for kicking butt all over the world—
Copy !req
336. They were bullies.
Bullies should be punished.
Copy !req
337. Right. Right on, sister. But in the meantime,
I think you've been avoiding Metropolis.
Copy !req
338. So, what do you know that we don't?
Copy !req
339. And what does it have to do with Superman?
Copy !req
340. - He cares about you? He'd want you to Iive.
- I think that's the general idea.
Copy !req
341. Then get out of Metropolis.
Copy !req
342. Stay with the Kents in Smallville,
somewhere he can find you after.
Copy !req
343. "After"? After what?
Copy !req
344. Remember that thing that fell from space
just before he went away?
Copy !req
345. Uh-huh.
Copy !req
346. - It was a probe. A scout.
- And he's gone to find whoever sent it?
Copy !req
347. Brainiac.
Copy !req
348. Because, otherwise,
this Brainiac will come here.
Copy !req
349. And Metropolis is just the kind of city
he'll take.
Copy !req
350. Take? Like a souvenir?
And, what, you're planning to let him?
Copy !req
351. - Kal's out there trying to stop him.
- Well, you don't sound very confident.
Copy !req
352. If Kal fails, there's nothing I'd be able to do.
Copy !req
353. - So you're not even gonna try?
- I'm sorry. I'm not saying it's right.
Copy !req
354. I just Iived through it once already
and I can't do it again.
Copy !req
355. It must have been the worst day of your life.
Copy !req
356. Hm.
Copy !req
357. I forget you're still just...
Copy !req
358. I'm not used to someone with powers
like his being scared.
Copy !req
359. Or showing it, anyway.
Copy !req
360. - I'm sorry.
- It's okay.
Copy !req
361. - I know I'm not supposed to show it.
- Kara, it's okay.
Copy !req
362. There's this Somali warlord.
Copy !req
363. Go.
Copy !req
364. Get me the Pentagon.
Copy !req
365. - Hello.
Excuse me.
Copy !req
366. A red sun.
Copy !req
367. I don't have much time. What's the closest
way to the edge of the city?
Copy !req
368. We don't go near the edge of the city.
Copy !req
369. Did you come from Krypton?
Are things all right there?
Copy !req
370. I'm sorry, I'll get you all out of here...
Copy !req
371. but right now I have to get myself out
and fast.
Copy !req
372. Please. You can't say such things.
They'll come.
Copy !req
373. Do you realize where you are?
You're prisoners.
Copy !req
374. This whole city is inside a ship.
Copy !req
375. Dispatching sentries. Dispatching sentries.
Copy !req
376. Citizens, your conversation
has become subversive.
Copy !req
377. Please modulate accordingly.
Copy !req
378. Uh, yes, of course.
Heh, heh, the new one doesn't know.
Copy !req
379. They keep you in line?
Copy !req
380. Hey, talk to me this time.
Copy !req
381. Retrieving sentries.
Copy !req
382. I'm losing my strength.
I need to get out of here while I still can.
Copy !req
383. I'm sorry, there's no escaping.
We all tried long ago.
Copy !req
384. Eventually we accepted and so will you.
Copy !req
385. You had to have been children
when it happened.
Copy !req
386. No. No one ages here.
Copy !req
387. We've all been the same age
since we were captured.
Copy !req
388. Even...?
Copy !req
389. That's over 30 years ago.
Copy !req
390. Tell us. How is Krypton?
We feared it was destroyed.
Copy !req
391. It was. I'm sorry.
Copy !req
392. Then the arrivals from Argo City were right.
Copy !req
393. Arrivals from Argo City?
Copy !req
394. They appeared the same way you did,
a short time after Brainiac took Kandor.
Copy !req
395. Was there a couple with them
named Zor-EI and AIura?
Copy !req
396. Great Rao, he looks just like his father.
Copy !req
397. - Unbelievable. I'm eating Kryptonian food.
- Close enough.
Copy !req
398. We don't have soil to grow food.
No springs for fresh water.
Copy !req
399. Brainiac gives us everything we need
and nothing more.
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400. Enough of that.
Please tell us more about Kara.
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401. She's having some trouble adjusting
to a new world...
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402. but she'll be all right.
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403. - And you? How did you adjust?
- Well, for me it was easier.
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404. It's the only world I know.
I have family and friends and...
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405. Someone special.
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406. Drives me nuts sometimes.
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407. Heh. Nice to know
that's the same everywhere.
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408. So how did you end up here?
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409. We were studying Brainiac's probes
for information on him.
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410. Adapting our technology
so we could find him and fight him.
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411. We think by doing so we attracted him back.
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412. He watches us constantly,
Iistens to every word.
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413. This conversation right now is subversive.
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414. It's so you'll never escape.
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415. It's more than that.
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416. I think it's a bug in his programming.
That cyborg core inside him.
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417. It wants to know everything there is to know
in the galaxy.
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418. - So he said.
- But that's impossible.
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419. Worlds are Iiving things.
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420. Their knowledge is always growing
and changing.
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421. So he has to stop them.
Turn them into these fake versions instead.
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422. You can't control a Iiving thing
without destroying what's alive about it.
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423. So his whole system is a Iie.
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424. - Brainiac is headed for Earth. I need to—
- Kara's in danger.
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425. We would do anything. But what is there?
We have no tools, no way to escape.
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426. He's made sure of that.
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427. Maybe we can use his own tools
against him.
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428. Hey, Brainiac,
I've still got some punch left in me.
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429. What's underneath this street?
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430. You have machines
to keep this facade going?
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431. He wants the robots to come.
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432. Citizen, your behavior
has become subversive.
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433. Cease your activity at once
before we are forced to—
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434. Hey.
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435. Subvert that.
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436. Retrieving damaged sentries.
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437. I'll be back for you, I promise.
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438. Hey, ugly.
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439. - Fool.
- Shut up.
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440. This won't hold you forever.
It just needs to hold you long enough.
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441. You underestimate me.
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442. You'll die and your new world will be mine
just like your old world is.
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443. You're meaningless compared to me.
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444. I am everything. You are nothing but fists.
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445. When I need to be.
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446. The engine room.
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447. Ma, Pa, he's home. Clark's come home.
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448. Kal. Kal? Did you find him?
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449. - I did.
- Tell me he's dead.
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450. I disabled him for now. Marooned his ship.
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451. - Kal, that's not good enough.
- His ship had thousands of cities on it.
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452. Millions of Iives.
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453. They all need to be freed
and found new planets to Iive on.
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454. Then he did keep the cities.
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455. They're alive. Thara, all those people.
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456. That's not all.
Kara, your parents are in there too.
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457. I spent time with them.
They can't wait to see you.
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458. How? What do we do?
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459. I know a habitable planet
with a red sun like Krypton's.
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460. You and I will take them there.
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461. What is it?
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462. Something's happening in Metropolis.
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463. What is that?
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464. Hey!
Hey, what's going on?
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465. No.
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466. It's happening here.
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467. It's happening again.
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468. Have a seat, butt head.
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469. Come on, move it.
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470. We have to go.
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471. - I can't.
- I need your help.
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472. We'll take Kandor, we'll take my parents,
find that other planet like you said.
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473. Kara. If you run, he'll never stop.
But here on Earth you have powers.
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474. This is your chance to fight back.
We can beat him.
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475. No.
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476. Could be the end of the world, Lane.
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477. - You and me. You wanna hook up?
- Not a chance.
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478. Superman!
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479. Lois.
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480. The impudence.
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481. I have been claiming worlds
for centuries before you were born.
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482. You thought it would help you
to disconnect me from my ship.
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483. You fail to comprehend. This ship is me.
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484. Constructed around me.
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485. An extension of me.
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486. Earth.
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487. Forget Earth.
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488. - It was unexceptional.
- Aah!
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489. It had nothing to offer me.
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490. I found it redundant.
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491. Lois.
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492. Disgusting.
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493. Your affection for humans is nauseating.
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494. Kara.
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495. Yes.
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496. The other Kryptonian, I will keep.
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497. I'll need at least one.
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498. And you may not survive.
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499. Now you will see a glimpse
of what I am.
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500. How many worlds do you think
your feeble mind can process...
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501. before it turns to sludge?
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502. I'd say less than one.
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503. Good. Fight it.
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504. I need your brain to function long enough
to tell me one more thing.
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505. Where you've put Kandor.
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506. Oh.
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507. Changing course for planet's North Pole.
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508. - Then you haven't destroyed Earth.
- Soon.
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509. And Metropolis?
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510. Here.
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511. But not for long.
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512. Your sentimental attachment is grotesque.
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513. Even you must realize
how worthless they are.
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514. Such a savage world.
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515. Its scientific achievements paltry.
Its weapons unimpressive.
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516. To think that two Kryptonians chose
to call this planet home, sickens me.
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517. What could Earth
have possibly offered you?
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518. Something you wouldn't know
anything about.
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519. It's my home.
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520. My heart.
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521. It gives me strength.
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522. Go to hell.
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523. Kara, wake up.
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524. Kal?
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525. - Is this his ship?
- It's all right.
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526. We're inside Brainiac's.
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527. Kryptonian trash, you have already failed.
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528. I am the knowledge and strength
of 10,000 worlds.
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529. Neither you nor Metropolis
will ever leave this ship.
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530. Soon I will have Kandor...
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531. and then I will destroy your world
with a thought.
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532. - We'll see about that.
- You will see nothing.
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533. You are nothing.
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534. A specimen to dissect. A genus to analyze—
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535. Hey, plug-head.
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536. You talk too much.
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537. - Aah!
- Unh!
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538. Kal.
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539. Initiating Solar Aggressor.
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540. Launching Solar Aggressor.
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541. That's a missile. It's headed for the sun.
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542. If it gets there, Earth will be destroyed
and Kandor with it.
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543. On it.
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544. Enough!
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545. I will forego Kandor.
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546. I have Krypton's knowledge.
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547. And for a specimen, you will do.
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548. All of your efforts have been futile.
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549. Even if she catches the missile,
I'll fire another.
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550. I've figured you out, you know?
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551. Have you?
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552. I find that highly unlikely.
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553. You never leave this ship.
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554. There is no need.
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555. Everything I require is here.
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556. My uncle was right.
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557. You've got a bug.
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558. Very well, Kryptonian. I'll humor you.
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559. Tell me.
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560. Better if I show you.
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561. I saw it when I was inside Kandor.
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562. I saw it when you were downloading
your worlds into my head.
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563. You don't really know these worlds. You only
know your safe, bottled versions of them.
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564. You have data, scientific knowledge.
But you have no real sense of life.
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565. Huh?
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566. Hm?
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567. That. You hear it?
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568. It's a highway 50 miles from here.
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569. The fall Ieaves rustling.
A small plane taking off.
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570. Little kids playing in their backyard.
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571. The smell of fresh bread
in someone's kitchen.
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572. Dragonflies in the air.
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573. You hear it all too?
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574. You see it all? Huh.
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575. Something, ain't it?
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576. All this activity.
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577. All this chaos. Oh!
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578. How do you block it out? Unh.
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579. I learned to Iive with it.
But you can't, can you?
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580. You can't face things you can't control.
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581. Ah. And that is mud.
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582. Look at it.
Bugs, and worms and bacteria.
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583. You see them?
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584. Smell them?
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585. Feel them?
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586. The high and mighty Brainiac.
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587. - No. Get it off. Get away!
- All that need to control everything.
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588. To know everything.
Your giant brain can't take it.
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589. Hiding in that Iittle ship of yours
like a coward.
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590. It's made you weak.
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591. Attagirl.
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592. Welcome to Earth.
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593. All right! Yeah!
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594. Kara.
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595. - Here.
Thank you.
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596. Mm! Mm. Mm.
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597. - I thought I'd lost you.
- Funny. I was here the whole time.
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598. It's okay.
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599. You were right.
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600. - I knew it.
- Sure you did.
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601. I thought I wanted a world
where I could always keep you safe.
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602. And you don't want that anymore?
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603. That's not what I meant.
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604. Because right now I could use a Iittle safety.
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605. All you want, I promise.
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606. I don't ever wanna stop you from being you.
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607. - You know you're rambling.
- I know.
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608. - Not that I mind.
- I thought you'd like it.
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609. So, what do you want?
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610. Marry me.
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