DC Animated Universe

"Stolen Memories" is the eighth episode of the first season of Superman: The Animated Series, and the eighth of the overall series. It depicts the coming of Brainiac to Earth. At first, Superman considers going with him into space, but soon learns Brainiac's true intentions.


Lex Luthor meets Brainiac.

A lone truck drives down a winding road out in the middle of the desert. It arrives at communications site where many members of LexCorp are busy getting their apparatus set up. Amongst the employees are Lois and Jimmy, who only know that Luthor is meeting with someone important. While the reporters ponder over who it is that Luthor is meeting, he arrives, and a few seconds later a spaceship appears in the sky. Luthor approaches and is greeted by a hologram of the robot form of Brainiac. As a show of good faith, Luthor gives Brainiac a disk containing basic information about Earth and is allowed onto the ship.

Meanwhile, Superman returns from an experimental flight of his space ship which was newly modified for space travel and is asked to attend a meeting between Luthor and the Pentagon. Luthor is unconcerned about the security implications of his rendezvous, and informs the military that they can't meet up with Brainiac, who is, however, willing and eager to meet with Superman.

Brainiac shows Superman the knowledge he has collected.

Superman flies out to the desert and enters into Brainiac's ship. Things seem to be peaceful at first, and Superman even finds words written in the Kryptonian language. Before Superman can explore the ship further, a troop of robots appears and attacks. Superman manages to beat them, and Brainiac shows himself and apologizes for the attack, claiming it was his way of gauging Superman's powers. Brainiac goes on to explain that he too is from Krypton and claims that Superman's father Jor-El saved him from Krypton's explosion as well. Since Krypton's destruction, Brainiac had explored the universe and collected the knowledge of countless worlds, storing the information in glowing orbs. Superman is allowed to touch the orb containing Krypton's information and Brainiac invites him to join in his quest across the universe.

Later, Superman considers Brainiac's offer and decides to sleep on it. As he sleeps, more memories from the orb appear to him in the form of a dream. He sees Brainiac's betrayal of Jor-El and his abandonment of Krypton. He wakes up with newfound distrust of the computer.

Out at LexCorp, Luthor has his men set up an apparatus to trade information with Brainiac. Superman shows up and warns Luthor not to trust Brainiac, but Luthor is unconcerned, as he has set up several missile launchers to destroy Brainiac's ship if he gets out of line. Realizing that he won't get anywhere with Luthor, Superman goes to see Brainiac.

While Superman is in Brainiac's ship, he touches more of the orbs as the transaction begins. He discovers that Brainiac destroys every planet that he visits. When confronted, Brainiac is unsympathetic, claiming that only the knowledge of the planets was important, and that it becomes more valuable when fewer beings have it. Superman attacks Brainiac, but is restrained.

Meanwhile, Luthor discovers that Brainiac has betrayed him. The upload is no longer in his control and even the missiles have been disabled. Luthor mentions that with his computer systems, Brainiac can shut down every defense computer on the planet and thereby destroy it with relative ease.

Fortunately, Superman manages to break free of his bonds and manages to overcome Brainiac's defenses. He cuts off Brainiac's control of the upload and Luthor fires his missiles. However, Brainiac still manages to weaken Superman and destroys the missiles heading for his ship. In one last effort, Superman manages to damage Brainiac, cutting off his defenses and allowing the missiles to strike his ship.

Superman sees potential for the iceberg.

Brainiac requests that Superman leave him behind and save the orbs instead. Superman manages to get a single orb before the ship is completely destroyed.

Luthor is both relieved and angry about what has just transpired and refuses to hear about some "alien code" that is left on his computers.

Up in the Arctic Ocean, Superman places the memory orb in a holding spot in the middle of a hollow iceberg. He leaves, but claims he'll be back, as the place has "possibilities".


Background information

Home video releases



Actor Role
Tim Daly Superman/Clark Kent
Dana Delany Lois Lane
Colonel (uncredited)
David Kaufman Jimmy Olsen
Clancy Brown Lex Luthor
Corey Burton Brainiac
General (uncredited)
Victor Brandt Professor Hamilton
Lauren Tom Angela Chen
Scientist (uncredited)
Christopher McDonald Jor-El
Townsend Coleman Programmer

Uncredited appearances


Councilman: So, Mr. Luthor, how long did you intend to keep your rendezvous a secret? In case you haven't heard, there's a thing known as "national security."
Lex Luthor: There's also a thing known as "free enterprise". It was LexCorp that scanned the heavens, it was LexCorp that made contact and it will be LexCorp that reaps the benefits.

Brainiac: I apologize for any discomfort, but it was important that I accurately gauged your powers.
Superman: Why? Morbid curiosity?
Brainiac: Curiosity, yes. Morbid, hardly. You see, we have more in common than you could possibly know, Kal-El.
Superman: How do you know my name? Have you been to Krypton?
Brainiac: I am Krypton.

Superman: It was several hours after I touched the orb that I saw the images. It's too soon to trust him completely.
Lex Luthor: (laughs) I never trust anyone completely. Since Brainiac arrived I've had him targeted from land base platforms with a payload of six and a half megatons. Enough firepower to incinerate Metropolis county.
Superman: "Keep your friends close, but your enemies closer."
Lex Luthor: Precisely. Although in your case, I'll make an exception.

Superman: You destroyed those planets, didn't you? And every living soul on them!
Brainiac: Only their knowledge was important. It was what I was programmed to collect and protect.
Superman: But why kill?
Brainiac: The fewer beings who have the knowledge, the more precious it becomes.
Superman: You're insane!

Brainiac: You are your father's son, Kal-El. Headstrong, foolish, easily defeated and ultimately forgotten.

Programmer: It'll take years to rebuild these systems.
Lex Luthor: You have two weeks.