When Superman confronts Brainiac 5 in front of the battle cruiser, you can see that his cape is blowing, even though there is no air in space.
Brainiac 5: This training session will familiarize you with the more common Dominator attack patterns. Any questions? No? Then let's begin. Computo, level one.
Lightning Lad: Okay guys, let's kick some simulated butt!
Imperiex: I've seen what you'll become. Together, we can bring forth a new world order.
Brainiac 5: The only thing I want to bring forth is an end to you!
Brainiac 5: (To Superman) Stupid Kryptonian. How foolish was I to have ever admired you. I suppose in you I saw the strength of humanity. Now I understand humanity is flawed. Even you, it's finest specimen, are riddled with weakness. A king of weaklings, that is what you are. And every king deserves a crown. (places a Kryptonite band on Superman's head)
Brainiac 5: Consider it a token of our friendship.
Brainiac 5: Hello, Superman. Come to wish me luck?
Superman: You know I can't let you leave, Brainy.
Brainiac 5: And you know I can't let you stop me.
Superman: You have to fight the darkness, Brainy! This is not who you are!
Brainiac 5: The Brainiac 5 you knew no longer exists! He was a mask! A lie! I am the truth!
Superman: I can only help if you let me in.
Brainiac 5: Let you in? Sorry, but it's already pretty crowded in here.
Chameleon Boy: We'd so make terrible ninjas.
UK airdate: 8 May, 2008.
Legion Role Call: Superman, Lightning Lad, Brainiac 5, Saturn Girl, Bouncing Boy, Kell-El, Timber Wolf, Cosmic Boy, and Chameleon Boy.
Heroes who appear without dialogue: Matter-Eater Lad, Blok, Infectious Lass, Polar Boy, Sun Boy, Star Boy, Stone Boy, Sun Boy, Color Kid, Shrinking Violet, Ultra Boy, Phantom Girl, Chemical King, Colossal Boy, Dream Girl, Karate Kid, Porcupine Pete, Dawnstar, XS, Duo Damsel
When Brainiac 5 transforms Imperiex's ship, it resembles the skull-shaped ship used by the original Brainiac during DC Comics' Silver Age.