James Marsters credited as playing...
Brainiac
- Brainiac: This is a simple matter of self-preservation. When I couldn't kill you, I knew I had to control you.
- Clark Kent: I'm in control now. And you will release Chloe! You'll release Lana!
- Brainiac: The only way to save them would be to kill me now, in cold blood. Which goes against everything you stand for. You could never deliberately take another man's life.
- Clark Kent: You're not a man. You're a machine.
- Chloe Sullivan: [pulls kryptonite on Kara] Why isn't it working?
- Kara: Check the expiration date?
- Chloe Sullivan: Kara, there's something seriously wrong with you. It was the only way...
- Kara: You lied to me. Clark's not here.
- [Chloe tries to run out the door, Kara shuts it and transforms back into Brainiac]
- Chloe Sullivan: Oh, God.
- Brainiac: I'm impressed. I wouldn't have thought a member of your weak-willed species especially a friend of Kal-El's could ever use kryptonite against his cousin.
- Chloe Sullivan: Let me go.
- Brainiac: I remember you. Always sticking your pretty little head where it doesn't belong.
- [Brainiac proceeds to pierce her head with his finger tendrils. Chloe unleashes her healing powers in defense, weakening him]
- Brainiac: What the hell are you?