Superman escapes from his imprisonment and sees Brainiac emerging from his "bio-shell". This version of Brainiac resembles a much larger and more muscular version of the original, Pre-"Crisis" Brainiac, and has motives similar to the "" incarnation of the character in that he travels the universe and steals the knowledge of various alien cultures, abducting and shrinking cities from each planet as samples, and then destroys the planet so that the value of the destroyed civilization's knowledge is increased. Superman attacks Brainiac, but Brainiac manages to overpower the Man of Steel before restraining him with the help of his ship's internal systems. Brainiac inserts the subdued Superman into a machine that allows him to read the Kryptonian's mind, with the intent of assimilating his brain. Brainiac's ship then travels to Earth and prepares to abduct the city of Metropolis.