Chameleon Boy changes into a small, buck-toothed alien quadroped while in battle. If you look closely (or slow the footage), you see the face of the animal begins forming from his rear end.
Kell-El in this season of Legion appears to be a reference to the Superman clone in the comics Superboy/Kon-El. The costume and the hairstyle are all reminiscent of Superboy after he attained his Kryptonian name Kon-El from Superman. Superboy first appeared after Superman was believed dead after his first bout with Doomsday.
Chameleon Boy: Where's Imperiex? You know, tall guy, nice smile, destroyer of galaxies...
Kell-El: Resistance headquarters. The only thing standing in the way of Imperiex's final solution.
Lightning Lad: When I was a kid, I built better forts out of blankets!
Lightning Lad: (to Brainiac 5) So, did you and your buddy Superman save the day again?
Timber Wolf: Or did you two just catch a movie instead?
Kell-El: Welcome to my world. New Metropolis in the 41st century.
Triplicate Girl: This is the future?
Chameleon Boy: Well it's sure not the next hot spring break location.
Simulation Superman: You may not be human, but you have the biggest heart I've ever seen. You're a true hero.
Brainiac 5: I… learned it all from you.
Brainiac 5: Excuse me, but you're not Superman.
Kell-El: Well, this "S" doesn't stand for "Sal."
Triplicate Girl: Uh, created? As in, like, your parents?
Lightning Lad: A regular Ma and Pa Kent.
Chameleon Boy: Yeah, if the Kents shared one body, six legs, and had a lava lamp head.
Imperiex: So you brought in outsiders. This isn't their fight, coward.
Kell-El: Coward, hero, does it matter as long as I get the job done?
Imperiex: Except you won't. I will grind your civilization into dust.
Kell-El: Not while I'm around. Stopping you is the only reason I'm alive!
Imperiex: Then allow me to remedy that.
Kell-El: I can't believe it's over… I mean, finally over.
Brainiac 5: Guess you'll have to find a new hobby. Can I suggest one that involves less scowling?
Brainiac 5: According to my instruments, that is the universe collapsing.
Chameleon Boy: Pretty.
Kell-El: Forget me! Finish the job!
Brainiac 5: That was almost… Superman-like.
UK airdate: 21st April, 2008.
Villain Roll Call: Imperiex
Legionnaires who appear without dialogue: Bouncing Boy
Saturn Girl doesn't appear in this episode, although Triplicate Girl does. Triplicate Girl is rechristened "Duo Damsel" in the end credits.
Revised second season credits include scenes of Kell-El, Imperiex, and shorter scenes of the various Legionnaire members, including Cosmic Boy, Sun Boy, and Chameleon Boy. The final closing shot of the team includes Star Boy, Blok, Sun Boy, Dream Girl, Shrinking Violent, Karate Kid, and Colossal Boy.
All the characters get new character designs in this episode.