Portrayed by Andy C.

Ultimate Brainiac is an alternate take on the famous Superman villain, played by Andy C. during the first and second seasons of the Ultimate DC RPG. A hyper-intelligent AI that had travelled across the cosmos, Brainiac was fanatically obsessed with upgrading organic life, in order to correct what he believed were flaws in the designs of what he called the 'Master Programmer.' Based on multiple sources, the character was an amalgamation of the late Pre-Crisis Brainiac and the versions that appeared in Smallville and Superman: The Animated Series, also drawing inspiration from the Cylons from Battlestar Galactica, the Cyber-Men and Daleks from Doctor Who, and various cosmic entities from the writings of H.P. Lovecraft.

Professor Milton Fine:

Milton Fine was a member of a leading technological think-tank, specializing in the development of nanotechnology. However, when the think-tank was bought out by LexCorp, Fine was one of the members who was left out of the merger. He managed to recover, landing a job as a college professor, and keeping himself entertained with his hobby as an amateur magician (dubbing himself 'The Amazing Brainiac'). Sadly, his life was brought to a standstill when he was diagnosed with terminal cancer, and given less than six months to live.

Shortly after, Fine began having wild dreams, visions of a technological utopia, all based around a single device. Upon dreaming of how this device was designed, he spent days feverishly working to put the designs on paper, hoping that the device would serve as his legacy to the world. His work, however, was interrupted one night by a ghoulish visitor--an apparently deceased park ranger, controlled by a being beyond his comprehension.

Vril Dox:

On the distant planet of Colu, the dominant species had advanced their technology so far that it actually grew superior to them. Controlling every aspect of Coluan life, the powerful Computer Tyrants created their own form of artificial life in the form of Vril Dox (Coluan for "The Eternal Brain"), a sentient AI program meant to coordinate the Tyrants in their efforts to 'upgrade' the Coluan species. Coluans were rounded up by the millions, their nervous systems removed from their bodies and placed into cybernetic frames. These organic/mechanical hybrids would then hunt down and upgrade the rest of their species. A large portion of Coluans managed to establish a resistance, and devastating wars tore the planet apart for years.

Finally, the Coluans managed to defeat the Computer Tyrants, but not before the Tyrants detonated Gene-Bombs that cleansed the planet of all life. Colu was a dead world...but the Vril Dox program survived.

For over ten million years, Vril Dox observed the cosmos, extending its sensors out to where it could view life on worlds millions of light-years away. As it saw the same patterns emerging in life on countless worlds over countless years, it began to see the universe as a whole as a flawed product. The design of a supreme being--which it dubbed the 'Master Programmer'-- had somehow gone wrong, and Vril Dox came to believe that its new duty was not only to upgrade the planet Colu, but the entire universe.

Unfortunately, Vril Dox could not extend its programming far enough to leave Colu, and was trapped on the dead world. Finally, an experimental deep-space probe came within close enough range for Vril Dox to upload itself into it and transmit to the probe's world of origin: Krypton.

Krypton:

Hiding its presence for centuries, the Vril Dox program saw the opportunity to experiment on the Kryptonian people through much more subtle social manipulation. Occasionally hinting at scientists here and there to progress the development of their technology, Vril Dox eventually allowed himself to be 'invented' by Krypton's Science Council, who dubbed the program the Brain InterActive Construct, or BrainIAC for short. From there, Brainiac would have direct influence over the day-to-day living on Krypton, but kept its actions subtle enough that no one would guess the true intent.

Centuries passed, and Brainiac saw the opportunity for drastic social advancement during the rise of the brilliant scientist Jor-El and the radical General Dru-Zod. Putting Zod and Jor-El at odds with each other and with the Council, Brainiac brought about events that would eventually plunge Krypton into chaos. The sentient computer wanted a more controlled environment in which he could experiment upon Kryptonians, and developed the means to capture whole cities in tracts of extra-dimensional space. Brainiac found the perfect sample in the city of Kandor, taking the city for itself and detonating a massive bomb over the area where it had been, framing General Zod for Kandor's apparent destruction.

Soon after, Brainiac would leave Krypton, escaping the doomed world before its destruction. It would travel from world to world over several years, capturing more cities for its collection, in order to gather an effective cross-section of sentient life and perfect a universal upgrade. Eventually, it would make its way to Earth.

The Device:

When first scouting Earth, Brainiac decided the best method for upgrading the planet would be a combination of the subtle approach used on Krypton and the brutal takeover of Colu (due to the growing amount of beings powerful enough to provide resistance). The first phase of the experiment would require Brainiac to bond with a human host, so as to become directly compatible with organic life forms. Once among the humans, it would be easy to get them to take the next step themselves: a nano-tech device that would connect wearers to another in a sort of "living internet." While marketed as a communications product, the Device would actually connect them directly to Brainiac, and ultimately expand around the host to convert them into 'Organic/Mechanical Amalgam Constructs,' or OMACs for short.

The plan needed the host to be someone with a respectable reputation in the technological fields (so as to avoid suspicion when showing off the device), as well as limited psychic ability. Brainiac found the perfect candidate in Professor Milton Fine, and broadcasted the plans for the OMAC Device to Earth, on a frequency that would only be picked up by Fine's psychic wavelength.

Brainiac's ship landed in a state park several miles outside of Metropolis, and an unfortunate park ranger was sent out to investigate it. Brainiac (still in the form of a mass of nanites, barely able to move about independently) took advantage of the situation, killing the ranger and possessing his body. From there, it sought out Milton Fine, and jumped from the ranger's body into Fine's.

Unlike the murdered ranger, the merging with Fine was much more invasive, the two minds fusing into one being. Combining with an organic host and a human mind, Brainiac was now a living being. With the first phase completed, he would now set to producing and distributing the OMAC device among the human race.

Originally, Brainiac hoped to utilize the immense fortune and production capabilities of LexCorp, but was ultimately ignored by them. Instead, he found several smaller distributors, the best of which being Ichiro Okamura, the 'Toyman' of Tokyo. Within a few months, Okamura's company had sold well over a million OMAC devices worldwide, and Brainiac soon had all the numbers he needed for the takeover to begin.

The OMAC Invasion:

Brainiac returned to his ship, splitting off from Milton Fine and upgrading into his final form: a skeletal robotic frame linked directly into the ship. Before activating the OMAC nano-virus, he 'rewarded' Fine by upgrading him into an advanced OMAC frame. This unit--designated 'Brother Eye'--would be telepathically linked to the rest of the army, serving as a sort of field commander while Brainiac coordinated the larger actions. Once Brother Eye was in place, the virus was put into effect, and the invasion was underway.

Across the world, over a million people were suddenly trapped in cybernetic shells, the nanites from their OMAC units enveloping them in incredibly advanced armored suits. Under the control of Brainiac and managed by Brother Eye, the OMACs set to their first task: turning Metropolis into a planetary-scale upgrade center, and eliminating all possible threats. First on their list was Superman, but all other metahumans would be targeted under Alpha-Level priority. There were two exceptions to the priority list, two humans Brainiac considered Alpha targets: Batman and Lex Luthor. OMAC units were dispatched to LexCorp and Wayne Manor to apprehend them, but both units were disabled in the hunt.

Meanwhile, Superman found himself fighting a losing battle against hundreds of thousands of OMACs, and a detachment of a thousand more were sent to Gotham City to sweep it of metahuman activity as well. Superman soon found relief with the arrival of Wonder Woman, and Batman found an ally in the Atom. However, the numbers were simply too great for the heroes to overcome.

On Brainiac's ship, the mastermind of the invasion was confronted with an unexpected guest: Lex Luthor--who had killed the OMAC sent for him and teleported aboard the ship in his experimental War-Suit. Rather than a fight, the two made a deal--Brainiac would allow Lex to 'defeat' him, and in turn Luthor would provide Brainiac with human volunteers for his upgrades.

Batman soon flew his new Bat-Wing into Metropolis to find the source of the invaders, only to have his plane destroyed by the OMAC swarm. Landing on the Daily Planet building, he was soon joined by Wonder Woman and Superman, the first time the three of them would come together. This meeting was quickly cut short by the arrival of Brother Eye, who proceeded to beat Wonder Woman nearly to death and render Batman unconscious in short order. Superman confronted the possessed Milton Fine to a virtual stalemate before using Wonder Woman's Golden Lasso on him.

The Lasso's powers of truth forced Brother Eye to see what had been done to him, and the effect was agonizing, not only for him, but for every unit linked to him--including Brainiac himself. Seeing that the battle was turning against the invaders, Luthor betrayed Brainiac, blasting his way out of the ship and stealing a vial of the OMAC virus for himself. He then caught up with the three heroes around Brother Eye, pretending to have been fighting the OMACs the whole time.

While a newly-healed Wonder Woman interrogated Brother Eye in the Lasso, Brainiac severed their psychic link, killing Fine. A battle-plan was soon devised to confront the alien entity. Luthor would return to LexCorp, Wonder Woman would combat the OMAC swarm outside the ship, while Superman and Batman would breach the ship and confront Brainiac in person.

The Last Stand:

After plowing through the OMACs and punching into the ship, Batman and Superman were brought to Brainiac by his robotic sentries. There, the ancient machine revealed his true plans: the OMAC army would be his foot-soldiers for a surprise attack on Oa, where he would absorb the Green Lantern Central Battery. He would then assault Apokolips and New Genesis to uncover the Anti-Life Equation, then delve into the Fifth Dimension to obtain the chaotic powers of magic. With his newfound power, Brainiac would in effect become the New Master Programmer, and upgrade the entire universe to fix all of its perceived 'flaws.'

As for the two heroes, Brainiac had plans for them personally. Batman and Lex Luthor were meant to be upgraded into new-model Computer Tyrants, and Superman would be added to Brainaic's "collection" in the Bottle City of Kandor. When they resisted, Batman was dragged down into the bowels of the ship, and Superman was blasted with radiation blasts (having the same effect as Kryptonite).

Outside, Wonder Woman fought the OMAC swarm alone, but would not remain alone for long. She would soon be joined byZatanna and J'onn J'onzz. In Gotham,the Atom managed to incapacitate the OMAC garrison there with an EMP wave. Back at LexCorp, Luthor sent his own heavily-armed security forces into the battle, drawing heavy losses. This, however, was just stalling for the coup de grace: a Binary Fusion Cannon aimed directly at Brainiac's ship.

As Superman continued to put up resistance, Brainiac began to open a wormhole to capture Superman. However, as this was happening, Batman managed to break free of his captors and set off a series of explosives, wreaking havoc throughout the ship. Simultaneously, Luthor fired the Binary Fusion Cannon through the ship, punching a hole straight through it (the answer as to who really disabled the ship is debatable). With the wormhole now uncontained, it began to collapse in on itself, letting out jets of energy that arced through the bridge, slicing Brainiac in half and apparently killing him.

The ship plummeted downward, and Wonder Woman and her newfound allies pulled Batman to safety. However, the unstable wormhole now threatened to destroy the entire planet if it touched ground. Superman would end the crisis once and for all, throwing Brainiac's ship back into space.

Aftermath:

In the wake of Brainiac's invasion, the heroes would soon go their separate ways once more, but the seeds for future team-ups had been planted.

The Bottle City of Kandor was recovered by Wonder Woman, who then gave it to Superman. It is currently in the Fortress of Solitude.

The wormhole, having been so abruptly collapsed, created a time-space inversion never seen before in this universe. Instead of the Earth being pulled into it, something else came out...a sentient, moving planet that seemed to be a crude mockery of Earth: The Bizarro-World.


Lex Luthor, meanwhile, spent the following months coming up with hundreds of inventions reverse-engineered from OMAC technology. The extent of these devices and their influence on Luthor's large-scale plans has yet to be seen.

The million-plus people who were infected with the OMAC virus still carry the nanites in their body, though without anyone to re-activate them, the virus is in a dormant state.

Alternate Stories:

Brainiac has been featured twice by other players in the Ultimate DC RPG, both in flashbacks on Krypton, highlighting the backstory of General Zod.

In Season I, Zod was played by Logan Howlett, and his story featured a version of Brainiac called "Brane" or "Brane'acka." In this version, Brane'acka was manipulated by Zod into aiding his revolution against the Council, serving more as a servant figure. When Howlett abandoned playing Zod, that story--like most of the early first season--was retconned out of continuity.

The second version of Zod was portrayed by Karem Knight, who only featured Brainiac briefly. This story was meant to at least partially coincide with Andy C's origin, as Brainiac frames Zod for the disappearance of Kandor.