DC Animated Universe

"Divided We Fall" is the 12th episode of the second season of Justice League Unlimited, and the 25th of the overall series. It originally aired on July 16, 2005. It concludes the four-part finale of the Cadmus story arc.


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 when he forced Luthor to build him a new body inside LexCorp years earlier.[1] 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.

Brainiac's ship

Brainiac's ship.

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 on 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 a trait he lacks, 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. They call the Watchtower for backup, but the base, which was viciously ambushed by the Ultimen clones, and the heroes who would have been able to help out are stuck as the teleport systems are still down. Batman concludes that the seven founding members are all that are left.


Luthor and Brainiac become one.

Sure enough, as soon as they arrive, Brainiac and Luthor have done just what they feared and absorbed the Dark Heart's nanotechnology. Newly empowered, a new entity is created: a true fusion of Luthor and Brainiac, which has created a machine that will enable "them" to instantly absorb and destroy all the knowledge stored on Earth and then the universe, except they will now be able to re-make the universe to their liking.

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 nanotech 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.

Flash defeats Brainiac-Luthor

Flash defeating Luthor/Brainiac.

Luthor/Brainiac taunts him, and Flash hesitates, then streaks away. Luthor/Brainiac begins reassembling his machine, but Flash hurtles at him from the opposite direction, invoking the Speed Force - running at speed 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 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, and all six Leaguers form a chain with Batman as the anchor. 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.

Divided We Fall speech

Green Arrow gives an impassioned speech.

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.


Background information[]

Home video releases[]

Production notes[]

  • Dwayne McDuffie stated that in his script for this episode, Clark Kent was going to reveal his identity to Lois Lane. However, they were explicitly told by the higher-ups at DC not to do it. Bruce Timm has gone on record to support the final product.[2]
    • Below is the full transcript of the scene with Superman revealing his identity to Lois Lane, taken from McDuffie's script.[3][4]

Clark watches Lois type, he obviously thinks a lot of her. He steels himself, and begins again.
Clark Kent: A very wise woman once told me, "You can't serve the public without their confidence. It's a question of trust."
Lois looks back up at him, recognizing her own words.
Clark Kent: (CONT'D): There's something I need to tell you, Lois. Something I should have trusted you with a long time ago...
Lois looks on in astonishment as Clark removes his glasses. On her stunned reaction we:


  • When Brainiac's skull-shaped craft opens fire at some buildings, the ensuing explosions feature reused footage from the chain of explosions leading up to Darkseid's palace in the teaser of the Justice League episode "Twilight".

Production inconsistencies[]

  • The flashback that recreates the scene from the Superman: The Animated Series episode "Ghost in the Machine" shows Brainiac blasting Lex Luthor with a yellow beam, but the original episode had the beam as blue.
  • When Brainiac's tentacles attack John Stewart, he walks backward and the street behind him is shown to be clear. But on the next shot, he backs up to Amanda Waller despite her being nowhere to be seen before.
  • When J'onn J'onzz contacts the Watchtower, Superman is to his left at the same level. In the next shot, Superman is standing up and kneels down.
  • When Superman is knocked back into a vat by the Android Superman, he crackles with electricity yet there is discernible reason why as he doesn't crackle until after hitting the vat and it is merely dented without exposing the inside.
  • On the DVD set, this episode has an audio glitch, right after Wonder Woman suggests to Superman they switch partners, the sound shifts to a loop of Stewart striking the Android Hawkgirl with the mallet. This glitch is only verified on the English audio track, however.Sound This episode's HD version on iTunes and Blu-ray no longer has this issue.
  • After Flash hits Lex Luthor/Brainiac for the second time, Luthor's right arm is bare with straps of Brainiac's armor on the left one. After Flash hits 'them' and he rolls over, the straps of metal switch arms (considering the switching can be tracked to have occurred at the exact moment that Luthor/Brainiac rolled over, this is likely a computer glitch).
  • During Superman's speech, the position of the heroes in the crowd changes between shots:
    • Vibe is firstly seen standing next to Rocket Red and behind Black Canary. However, when the crowd starts applauding, he switched places and is next to Black Canary.
    • Fire is firstly seen behind Elongated Man and far away from Doctor Mid-Nite. But when the crowd applauds, Fire's standing right next to Doctor Mid-Nite.
    • Booster Gold is standing right next to Doctor Light. When the crowd starts applauding, Doctor Light disappears and he is standing next to Zatanna, Metamorpho, and Crimson Fox, the latter two of whom were nowhere to be seen before.
    • Doctor Mid-Nite is initially to Waverider's left and in front of him. After Green Arrow's speech, Doctor Mid-Nite is noticeably behind Waverider. In the next long shot, Doctor Mid-Nite in front of Waverider again.
    • Mr. Terrific is initially standing to Fire's right, but when the crowd reacts to Superman announcement, Mr. Terrific's now standing to Fire's left.


  • When this episode first premiered at San Diego Comic-Con, Bruce Timm stated the audience reaction to Flash’s “Speed Force” sequence was euphoric, with the audience roaring and screaming with excitement. Producer James Tucker compared it to "The Beatles at Shea Stadium," a documentary which captured the famous 1965 Beatles concert, a concert known for its high frequency, frenzied excitement from the audience.[5]
  • Tying Brainiac's return into the Superman: The Animated Series episode "Ghost in the Machine" was James Tucker's idea.[6]
  • This episode marks the final time that all seven founding Justice League members fight together as a team. Although they all fight in the finale "Destroyer", they are spread out in several locations across the world.
  • This episode title is taken from the phrase "United We Stand, Divided We Fall" first coined by John Dickinson.
  • Brainiac's face on Luthor's stomach and the 'Head' ship are based on the character's 1980s pre-Crisis incarnation.
  • Though a different shade, Lex's green head with Brainiac's symbol on his forehead is similar to how Brainiac looks in mainstream comics.
  • After Amanda shoots Brainiac's face on Lex's stomach, the bullet holes close up in a way reminiscent to that performed by the T-1000 in Terminator 2: Judgment Day.
  • Flash calls Luthor/Brainiac "The Thing with Two Heads", alluding to the movie of the same name.
  • When Luthor/Brainiac creates seven androids to fight the Justice League, Brainiac has the androids originally resemble his own likeness, but Lex has the constructs morph into the Justice Lords from the Justice League episode "A Better World".
  • Shayera has actually hit John in the head with her mace before. Once in the Justice League episode "Starcrossed" and once on the Static Shock episode "A League of Their Own".
  • Flash says he's going to paint his logo on the JL conference table. This is a nod to the DC Comics where the League members have their respective logos painted on the back of their chairs at the conference table.
  • The Android Flash looks like the Reverse Flash from the comics.
  • The Android J'onn J'onzz is the only one whose destruction is not shown.
  • Batman quotes the famous Latin phrase, "Quis custodiet ipsos custodes", attributed to the Roman poet Juvenal, and variously translated as "Who guards the guardians?" or "Who watches the watchers?" This is a tribute to the Alan Moore comic Watchmen, which grapples with the darker side and ethical duties of superheroes, and used the catchphrase "Who watches the Watchmen?" in its promotion.
  • The machine that Brainiac comes "prepared with" is very similar to the machine he builds in the Static Shock episode "A League of Their Own". The design of the machine on this episode is used for the design of Brainiac 5's ship in the Legion of Super-Heroes TV show series finale "Dark Victory".
  • Flash's apparent death by being lost to the Speed Force while trying to stop a villain from using a giant cannon to destroy the world is a possible reference to the death of Barry Allen in Mainstream Comics during the Crisis On Infinite Earths.
  • The Brainiac/Luthor Hybrid is also a homage to Whatever Happened to The Man of Tomorrow? where Brainiac also tries to take over Luthor's body.
  • Lois asking Clark about the spelling of the word "ambivalent" is a reference to a running gag in the 1978 Superman film, in which Lois (Margot Kidder) would sometimes ask her Daily Planet co-workers about the spelling of some words.
  • The Earth is approximately 40,000 kilometers in circumference; based on that figure, the speed of Flash's runs is approximately:
Time Speed
1st Run: 10 seconds 4,000 km/second
2nd Run: 9 seconds 4,444 km/s
3rd Run: 11 seconds 3,636 km/s
4th Run: 5 seconds 8,000 km/s
5th Run: 1 second 40,000 km/s
  • This is still slower than the speed of light (approximately 300,000 km/s, or 186,000 miles per second). Even so, assuming Flash weighs as a typical weight adult, the kinetic energy of his motion would be over fifty petajoules; the approximate equivalent of a twelve Megaton nuclear explosion.


Actor Role
Maria Canals Shayera Hol
Android Hawkgirl (uncredited)
Kevin Conroy Batman
Susan Eisenberg Wonder Woman
Android Diana (uncredited)
Phil LaMarr Green Lantern
Android Green Lantern (uncredited)
Carl Lumbly J'onn J'onzz
George Newbern Superman/Clark Kent
Android Superman (uncredited)
Michael Rosenbaum Flash
Android Flash (uncredited)
Clancy Brown Lex Luthor
Corey Burton Brainiac
Dana Delany Lois Lane
Robert Forster The President
CCH Pounder Amanda Waller
Kin Shriner Green Arrow

Uncredited appearances[]


Flash: Hate to interrupt this special live performance of The Thing With Two Heads, but it's time to go to jail now.
Waller: What he said. (fires gun at Brainiac)

Waller: (after watching Brainiac regenerate the wounds) I'll be dipped.

Flash: (as Brainiac begins to digitize the others) I am so willing to wait my turn.

Lex Luthor: I can show you a purpose beyond the fulfillment of your programming.
Brainiac: It is extremely unlikely that your inferior human intellect has anything to offer me.
Luthor: Since we've become so close, I'm gonna let that pass. I'm offering you the one thing you've always lacked. A certain something that I happen to have in abundance.
Brainiac: Which is?
Luthor: Imagination. I have a proposition for you, partner.

Brainiac: I have learned from my encounter with Darkseid that organic beings cannot be trusted.
Luthor: I can't argue with that.

Superman: My X-ray vision can't penetrate the walls, but I'm seeing a rapidly growing heat signature in the infrared range.
Wonder Woman: You don't need supervision for that. Can't you feel the heat?
(the Cadmus building explodes)
Luthor/Brainiac: Welcome, Justice League. You're just in time for the end of the world.

Superman: I know you're in there somewhere, Lex. Fight him!
Luthor/Brainiac: You're right. I am in here. And I like it! I'm about to get everything I ever wanted: power, ultimate knowledge, immortality...
Superman: And you'll destroy the Earth to get it?
Luthor/Brainiac: It's business, Superman. There are always trade-offs.
Shayera Hol: Less talking, more hitting!
Luthor/Brainiac: (more of Brainiac's voice) You cannot be allowed to interfere at this delicate stage. (blasts Shayera down then creates seven androids with Brainiac's likeness) (more of Lex's voice) No, no, no. We can do better than that. (turns the android replicas into the Justice Lords)

Android Flash: Slacker! Child! Clown! We have no place among the world's greatest heroes.
Flash: Says you. I've got a seat at the big conference table. I'm gonna paint my logo on it!

Superman: (To Android Superman) I'm NOT like you! I'm NOTHING like you!
(Android Superman takes Lex Luthor's form)
Luthor: This is the part where you kill me, right? C'mon, use your heat vision. You know you want to.

Shayera Hol: (after Green Lantern destroys Android Hawkgirl) You enjoyed that a little too well.
Green Lantern: I'm just letting off some steam. She broke my heart, you know?
Shayera Hol: (after decapitating Android Green Lantern) Likewise, I'm sure.

Flash: You lose.
Luthor/Brainiac: (both voices) Hardly, look around you. The Justice League is completely defeated and so are you. For all your efforts, you have but inconvenienced me, speck. (more of Lex's voice) But I'm still just human enough to enjoy taking my revenge.

Luthor/Brainiac: Looks like the Question was right all along: I kill you and then Armageddon, right on schedule.
Flash: No!
Luthor/Brainiac: Are you going to fight me, boy?

Superman: (to Lex Luthor after Flash's apparent death) I'm not the man who killed President Luthor. Right now, I wish to Heaven that I were, but I'm not!

Flash: I can never go that fast again. If I do... I don't think I'm coming back.

Superman: This is the hardest thing I've ever had to say: I'm guilty, we're guilty of the sin of hubris. We had the best of intentions to be Earth's guardians, to keep you safe, but we failed you. We look down at the world from our tower in the sky, and let our power and responsibility separate us from the very people we were supposed to protect. No one should ever be afraid of us. For that reason, we're decommissioning the Watchtower. The energy weapon up there is already gone. We're taking down the station as well. There's more. We want to thank the members of the Justice League for your courageous service, but in the future, you'll all have to act as independent agents. We're not going to be an army anymore. As of right now, we're disbanding the Justice League. This is the end.
(The Justice League begins to walk away)
Green Arrow: Says who? You remember what we did yesterday? We saved the world, again. You don't think that has any value? Well, think again, pal! The Justice League goes on, with or without you. Look, nobody can question your service or commitment to making things better. If you're quitting because you think you've already done your fair share, fine, we'll throw you a parade. But if you're quitting because it's easier than continuing the fight, then you're not the heroes we all thought you were. The world needs the Justice League, and the Justice League needs you, Superman.

Batman: Quis custodiet ipsos custodies?
Green Arrow: "Who guards the guardians?" We've got it covered.

Lois Lane: I've been as tough on the Justice League as anyone, especially on Superman. That's just because he's always set such a high standard. I'm gonna cut him a break. He's only human. You know what I mean.
Clark Kent: Yeah, I do.


  1. Dyer, Sarah (writer) & Aoyama, Hiroyuki (director) (September 29, 1997). "Ghost in the Machine". Superman: The Animated Series. Season 2. Episode 14 (airdate). Episode 15 (production). Kids WB!.
  2. [1]
  3. Page 1 from Dwayne McDuffie's script for Divided We Fall.
  4. Page 36 from Dwayne McDuffie's script for Divided We Fall.
  5. Bruce Timm forum post (2022) https://animesuperhero.com/forums/threads/dcau-panels-at-san-diego-comic-con-over-the-years.5795514/post-87876553
  6. James Tucker: I should specify since context matters... we were in a JLU meeting trying to figure out how the Cadmus Arc would resolve. We knew we wanted a Luthor/Brainiac team up but were stuck as to how to get them together & that’s when I mentioned “Ghost in the Machine”."(July 2020 tweet)