Clark kneels in Kairi Tanaga's dojo. Today is a very special day for him. After months of training, Clark is about to level up to a yellow belt. Kairi brings the belt to him.

"In Karate, the color yellow symbolizes the sun." Kairi says.

"The sun is a source of great power. It's rays bring strength to life all over this earth." She continues.

"Don't I know it." Clark says under his breath.

"You have shown discipline and commitment to your craft, and will now be rewarded with this belt." Kairi says as she hands Clark the belt.

"Thank you sensei." Clark says.

"There is still much work to be done. You are still a novice at best." Kairi says.

"Yes sensei." Clark says, getting eager to leave.

"Your thoughts are scattered. You must learn to focus, to be here in the present." Kairi says.

"Yes sensei." Clark says, a little more bashful this time.

"If you spend your energy focusing on something that might happen in the future, you'll miss out on something that happens in the present." Kairi says.

"I understand sensei." Clark says.

"I hope so." Kairi says.

"I will see you on Tuesday." Clark says.

Clark bows towards Kairi and then exits her dojo. Kairi is right. Clark's thoughts are scattered. Today is a special day. Professor Hamilton has completed a robotic body for Brainiac and Clark is going to pick it up.

A little while later, Superman arrives at STAR Labs.

"Hello Emil." Superman says as he greets Professor Hamilton.

"Ah, Superman come in." The professor says.

Superman can see a white sheet lying over something on the table. He is sure this is Brainiac's body, but resists using his x-ray vision.

"So how did it come out?" Superman asks.

"It was a very fun challenge." Professor Hamilton says.

"And now, let me introduce to you to Brainiac." He continues.

Professor Hamilton pulls back the sheet to reveal the robotic body. It looks skeletal, almost human like with metallic light blue paint coated on it. The skull contained three green dots in an upside-down triangle formation. The same image Brainiac appears in on Superman's computer screen.

"It's wonderful Emil." Superman says.

"Thank you Superman." Professor Hamilton said.

"I will take it to my place for its first test run." Superman says.

"It's a shame I can't tout this, but getting to combine my tech with alien technology is reward enough." Professor Hamilton says.

Superman leaves STAR Labs with the robotic body in hand. He then heads to his fortress in the arctic.

"Brainiac!" Superman calls out as he touches down.

"Kal-El, it has been four days since you last came here." Brainiac says.

"I know, I brought you something." Superman says

"A body?" Brainiac asks.

"Well actually, yes." Superman says.

"It has been two-hundred and sixty-four days since you made this promise to me. Do you remember?" Brainiac asks.

"Yes." Superman says, curtly.

"Well, I am ready." Brainiac says.

The metal tentacle like cords come out of Brainiac's computer. Superman plugs them in to the three green dots on the robot's head. Then Superman begins the download.

"Is it working?" Superman asks.

"It will take time to download all thirty-eight percent of Kryptonian knowledge I am equipped with. Plus, the few files Jax-Ur gave me. It would take me longer if you allowed me to upload all of earths knowledge to my databanks as well." Brainiac says.

"We've talked about that Brainiac." Superman says.

"You have said it is not our information to have. A flawed answer, but I am programed to respect your wishes." Brainiac says.

Superman looks on as the download commences. He thinks back to when he first met Brainiac.

Smallville Fourteen Years ago

Clark sits on the ground in the storm cellar on the Kent family farm. He just sits there staring at the craft that brought him to this planet. He's angry and confused. Clark had just revealed his secret to Lana and she had rejected him for it.

Why did this have to happen to me? He thought to himself. Why can't I just be like everyone else?

"Grrrrr, I WANT TO BE NORMAL!" Clark screamed out.

Clark approaches the ship. He opens it up and looks inside.

"Maybe this can take me far away again." He said.

Clark ran his hand along the interior of the ship. As he did, he felt an indentation. Clark presses against it and out popped what looked like a computer chip. Clark studied it for a moment. He knew he had seen a slot that this would fit into somewhere before. Suddenly it occurred to him. There was an indentation on the tablet his Kryptonian parents gave him that this would fit into.

Clark went and grabbed the tablet. He hesitated for just a moment before inserting the chip. The screen lit up and three green dots in a triangular formation appeared on it.

"Kal-El I am Brainiac it has been six thousand six hundred and sixty-four days since I was last activated." Brainiac said.

"What are you?" Clark asked.

"I am a Kryptonian program, and I was sent here by your father Jor-El to look after you." Brainiac said.

Back in Superman's fortress, the download is complete.

"Brainiac, can you hear me?" Superman asks.

The eyes of the robot light up. It sits up and turns its head towards Superman. Its movements are stiff and precise.

"Kal-El." Brainiac says.

"Brainiac!" Superman responds, cheerfully.

"I feel like I am seeing you for the first time." Brainiac says.

Brainiac then stands up. It's legs wobble at first, but then it finds its balance. Brainiac stares at Superman for a moment.

"You look just like him." Brainiac says.

"Who?" Superman asks.

"Your father." Brainiac says.

Superman exhales. Relieved that Professor Hamilton's robot worked, but also feeling a sense of sadness as he doesn't know anything about his birth father.

Deep in the forest in northern Russia, Faora stands alone. She has been honing her skills for a long time. She stares at the large tree in front of her. She emits heat vision from her eyes and precisely cuts the tree at its base. The tree falls with a thunderous crash.

"I am ready." Faora says.