1
00:00:05,747 --> 00:00:08,247
♪

2
00:01:06,725 --> 00:01:09,185
♪

3
00:01:20,772 --> 00:01:22,392
♪

4
00:01:59,110 --> 00:02:00,480
MAN:
You can't do that!

5
00:02:01,930 --> 00:02:03,890
You'll overload the accelerator
and...

6
00:02:16,328 --> 00:02:17,638
I didn't know what to do,

7
00:02:17,646 --> 00:02:19,806
so I called
the Legion of Super-Heroes.

8
00:02:19,814 --> 00:02:21,214
Well, it's a little late.

9
00:02:21,215 --> 00:02:23,315
What do you need heroes for
if the villain's gone?

10
00:02:23,318 --> 00:02:25,988
Well, he's not exactly gone.
Look.

11
00:02:25,988 --> 00:02:28,088
It's a temporal anomaly.

12
00:02:28,090 --> 00:02:30,690
Brainiac made it
by rewiring the circuits,

13
00:02:30,692 --> 00:02:31,832
then overloading them.

14
00:02:31,827 --> 00:02:33,357
Where does it lead?

15
00:02:33,361 --> 00:02:34,691
It could be anywhere.

16
00:02:34,696 --> 00:02:36,126
And any time.

17
00:02:36,131 --> 00:02:38,851
That means Brainiac
could be changing the past.

18
00:02:38,850 --> 00:02:40,420
Or destroying the future.

19
00:02:40,418 --> 00:02:43,248
Is there a way
of pulling him back, professor?

20
00:02:43,255 --> 00:02:45,685
This thing is too far beyond
our own technology.

21
00:02:45,690 --> 00:02:47,310
Let's go.

22
00:02:47,308 --> 00:02:48,608
Didn't you hear me?

23
00:02:48,609 --> 00:02:50,679
I have no way
of bringing you back.

24
00:02:50,679 --> 00:02:52,339
Let us worry about that.

25
00:02:55,434 --> 00:02:57,204
This is crazy.

26
00:02:57,202 --> 00:02:58,372
You asked for heroes.

27
00:02:58,369 --> 00:03:00,369
You didn't say anything
about sanity.

28
00:03:03,191 --> 00:03:05,831
♪

29
00:03:22,710 --> 00:03:24,690
[MOOS]

30
00:03:25,630 --> 00:03:27,160
Well, we're here.

31
00:03:27,165 --> 00:03:28,295
Wherever that is.

32
00:03:28,300 --> 00:03:29,780
And whenever.

33
00:03:29,784 --> 00:03:31,174
SATURN GIRL:
Over here.

34
00:03:31,803 --> 00:03:33,943
♪

35
00:03:35,573 --> 00:03:37,473
I think I know what
Brainiac's up to now.

36
00:03:37,476 --> 00:03:39,776
And if I'm right,
we don't have much time.

37
00:03:39,777 --> 00:03:40,777
[GUN COCKS]

38
00:03:41,763 --> 00:03:43,113
[BARKS]

39
00:03:43,948 --> 00:03:45,668
Back, boy.

40
00:03:45,667 --> 00:03:47,747
Ya thought I wouldn't catch ya,
didn't ya?

41
00:03:48,954 --> 00:03:50,194
He's had trouble with kids

42
00:03:50,188 --> 00:03:53,108
coming onto his property
at night, pulling pranks.

43
00:03:53,975 --> 00:03:55,075
He means business.

44
00:03:55,077 --> 00:03:56,907
You got that right, missy.

45
00:03:56,912 --> 00:03:59,352
Now, if y'all just move
toward the house.

46
00:04:00,299 --> 00:04:01,459
Ah!

47
00:04:01,466 --> 00:04:02,466
Huh?

48
00:04:13,428 --> 00:04:14,978
[ROARS]

49
00:04:17,099 --> 00:04:19,079
It's all right.
You won't be harmed.

50
00:04:22,604 --> 00:04:24,344
And you won't remember.

51
00:04:36,017 --> 00:04:38,367
[FUN FUNK MUSIC PLAYING]

52
00:04:38,370 --> 00:04:40,370
<i>♪ Feel that funky beat
Uh-huh ♪</i>

53
00:04:40,372 --> 00:04:42,612
<i>♪ Feel that funky beat
Everybody now ♪</i>

54
00:04:42,607 --> 00:04:43,707
<i>♪ Get up on your feet ♪</i>

55
00:04:43,708 --> 00:04:44,708
GIRL:
Clark Kent.

56
00:04:45,910 --> 00:04:47,790
You promised to get me
some punch, remember?

57
00:04:47,796 --> 00:04:50,646
Oh, sorry, Lana.
I got... sidetracked.

58
00:04:56,521 --> 00:04:58,721
What's this strange power
you have?

59
00:04:58,724 --> 00:04:59,974
What do you mean?

60
00:04:59,975 --> 00:05:03,055
The ability to attract
every airhead in Smallville.

61
00:05:03,060 --> 00:05:05,190
BOY:
Hey, Mr. Varsity.

62
00:05:06,131 --> 00:05:07,311
[GRUNTS]

63
00:05:07,315 --> 00:05:09,845
Airheads aren't the only ones.

64
00:05:11,052 --> 00:05:12,902
You may have
made All-State, Kent,

65
00:05:12,904 --> 00:05:15,354
but I can burn your butt
any day of the week.

66
00:05:15,356 --> 00:05:16,566
Oh, yeah, Kenny?

67
00:05:16,575 --> 00:05:17,905
How about any night?

68
00:05:17,909 --> 00:05:19,329
You mean now?

69
00:05:19,327 --> 00:05:21,907
Okay, let's do it.

70
00:05:21,913 --> 00:05:22,983
[KIDS CHEERING]

71
00:05:24,949 --> 00:05:26,549
Clark, this is a dance.

72
00:05:26,551 --> 00:05:29,051
Kareem here says
he can burn my butt.

73
00:05:29,053 --> 00:05:32,013
I don't think he's even
got a match.

74
00:05:32,007 --> 00:05:33,237
BOY:
Here we go, here we go!

75
00:05:33,241 --> 00:05:34,241
BOY 2:
You show him!

76
00:05:34,242 --> 00:05:35,342
BOY 3:
Come on!

77
00:05:35,343 --> 00:05:36,633
[ALL CHEERING]

78
00:05:53,695 --> 00:05:55,745
[GRUNTING]

79
00:05:57,081 --> 00:05:58,081
[YELLING]

80
00:06:05,740 --> 00:06:08,090
Heh. Showed that loudmouth.

81
00:06:08,093 --> 00:06:09,093
Did more than that.

82
00:06:09,094 --> 00:06:10,514
BOY:
Is he moving?

83
00:06:10,512 --> 00:06:11,962
[GROANS]

84
00:06:17,018 --> 00:06:19,218
You just had to show him
how tough you are.

85
00:06:19,220 --> 00:06:20,890
Guess I don't know
my own strength.

86
00:06:20,889 --> 00:06:22,639
Maybe you should learn.

87
00:06:22,641 --> 00:06:24,521
Hey, it's not like
I meant to hurt him.

88
00:06:24,526 --> 00:06:26,006
It's just that...

89
00:06:26,010 --> 00:06:28,030
I've been going through
some changes lately.

90
00:06:28,029 --> 00:06:29,139
Me too!

91
00:06:29,146 --> 00:06:30,126
[GRUNTS]

92
00:06:30,131 --> 00:06:31,411
♪

93
00:06:35,086 --> 00:06:36,396
[SIGHS]

94
00:06:43,995 --> 00:06:45,125
[SCREAMS]

95
00:06:48,783 --> 00:06:49,783
[MACHINE HUMMING]

96
00:06:52,453 --> 00:06:53,473
Who are you?

97
00:06:55,974 --> 00:06:56,974
[SCREAMS]

98
00:06:59,010 --> 00:07:01,310
[GROANING]

99
00:07:04,749 --> 00:07:05,969
Why are you doing this?

100
00:07:07,235 --> 00:07:08,895
[SCREAMS]

101
00:07:11,913 --> 00:07:13,663
[DOG BARKING]

102
00:07:24,276 --> 00:07:26,436
Stop! There's no reason!

103
00:07:26,445 --> 00:07:28,845
Ah, but there will be, Kal-El.

104
00:07:28,848 --> 00:07:30,178
There will be.

105
00:07:30,182 --> 00:07:32,252
Kal-El? I'm not...

106
00:07:32,251 --> 00:07:33,251
[SCREAMING]

107
00:07:42,478 --> 00:07:43,738
[GROWLS]

108
00:07:49,267 --> 00:07:50,647
Just in time.

109
00:07:50,652 --> 00:07:51,652
Huh?

110
00:08:05,800 --> 00:08:06,800
Chameleon Boy.

111
00:08:06,802 --> 00:08:09,302
Cosmic Boy. Saturn Girl.

112
00:08:09,305 --> 00:08:11,555
Where are
the other Legionnaires?

113
00:08:11,557 --> 00:08:13,167
Hey, it's only you.

114
00:08:21,617 --> 00:08:22,617
Ah!

115
00:08:28,974 --> 00:08:30,244
[PANTING]

116
00:08:30,242 --> 00:08:31,242
Ah!

117
00:09:02,090 --> 00:09:03,410
You saw?

118
00:09:03,408 --> 00:09:05,828
Yeah, he touched something
on his belt, then poof.

119
00:09:05,828 --> 00:09:08,478
He's built himself
a spatial disrupter.

120
00:09:08,480 --> 00:09:10,680
Uh... Excuse me.

121
00:09:10,683 --> 00:09:12,723
It was something
in the punch, right?

122
00:09:19,175 --> 00:09:20,665
We should be safe here.

123
00:09:20,676 --> 00:09:21,726
For the moment.

124
00:09:23,679 --> 00:09:25,399
Wouldn't hurt
to have a disguise.

125
00:09:28,200 --> 00:09:30,450
Hold still.

126
00:09:32,571 --> 00:09:33,891
Well?

127
00:09:33,889 --> 00:09:36,309
Like a pair of glasses
is going to fool anyone.

128
00:09:36,308 --> 00:09:37,438
It better.

129
00:09:37,442 --> 00:09:39,462
Brainiac's trying
to alter our past.

130
00:09:39,461 --> 00:09:40,731
And your future.

131
00:09:40,729 --> 00:09:43,979
He wants to kill you
before you ever become Superman.

132
00:09:43,982 --> 00:09:44,982
Super who?

133
00:09:44,983 --> 00:09:46,573
Superman.

134
00:09:46,569 --> 00:09:47,569
You.

135
00:09:56,045 --> 00:09:57,705
Red underpants?

136
00:09:57,713 --> 00:09:59,133
Now I know you're crazy.

137
00:09:59,131 --> 00:10:01,211
I realize all this
is hard to take in,

138
00:10:01,216 --> 00:10:02,996
and maybe we do seem a little...

139
00:10:03,001 --> 00:10:04,151
Um, freaky?

140
00:10:06,338 --> 00:10:08,438
But if you just open your mind.

141
00:10:12,294 --> 00:10:14,194
The 30th century is an age

142
00:10:14,195 --> 00:10:16,225
of unparalleled peace
and prosperity.

143
00:10:16,232 --> 00:10:19,252
But none of this would
have been possible without you.

144
00:10:19,251 --> 00:10:20,271
Me?

145
00:10:26,492 --> 00:10:29,662
SATURN GIRL:
Superman showed us that beings
from different worlds

146
00:10:29,662 --> 00:10:31,582
could work together
for a greater good.

147
00:10:31,580 --> 00:10:33,030
This is the principle on which

148
00:10:33,032 --> 00:10:35,732
the Legion of Super-Heroes
was founded.

149
00:10:41,339 --> 00:10:43,969
<i>But Brainiac would tear
all this apart.</i>

150
00:10:43,976 --> 00:10:46,926
<i>He's a living computer
who destroys whole planets.</i>

151
00:10:46,929 --> 00:10:49,509
<i>Superman stopped him,
but after years of dormancy,</i>

152
00:10:49,514 --> 00:10:51,304
<i>Brainiac managed
to reassemble himself.</i>

153
00:10:55,453 --> 00:10:57,853
He's made his way back here
to destroy you.

154
00:10:59,725 --> 00:11:02,385
We've gotta stop him.
Our past depends on it.

155
00:11:02,394 --> 00:11:03,744
And your future.

156
00:11:03,745 --> 00:11:04,735
How'd you do that?

157
00:11:04,746 --> 00:11:05,756
CHAMELEON BOY:
Shh!

158
00:11:07,783 --> 00:11:09,253
[MACHINE WHIRRING]

159
00:11:16,975 --> 00:11:18,385
Phew. That was close.

160
00:11:21,313 --> 00:11:22,313
Hey.

161
00:11:22,313 --> 00:11:24,133
He ran away.

162
00:11:24,133 --> 00:11:25,673
He... He didn't believe us.

163
00:11:25,667 --> 00:11:28,187
It wasn't like this
in the history tapes.

164
00:11:33,058 --> 00:11:34,728
[PEACEFUL POP PLAYING]

165
00:11:34,727 --> 00:11:37,287
Ah, a lucky break,
that's all it was.

166
00:11:37,295 --> 00:11:39,495
You're lucky that's
the only thing that broke.

167
00:11:39,497 --> 00:11:41,057
[BOTH CHUCKLING]

168
00:11:41,066 --> 00:11:42,066
[BELL DINGS]

169
00:11:42,067 --> 00:11:43,117
[GASPS]

170
00:11:45,771 --> 00:11:48,791
Whoa. Check out Darth Vader.

171
00:11:52,561 --> 00:11:55,201
<i>Que pasa,</i> man?
Take a wrong turn at Tatooine?

172
00:11:56,582 --> 00:11:57,882
[SCREAMS]

173
00:11:59,918 --> 00:12:02,368
Where does Clark Kent live?

174
00:12:02,371 --> 00:12:04,251
Clark? Wh-what is this?

175
00:12:04,256 --> 00:12:06,306
Insufficient response.

176
00:12:23,859 --> 00:12:25,139
[GROANING]

177
00:12:25,144 --> 00:12:26,164
[WHIMPERS]

178
00:12:29,097 --> 00:12:30,427
Ah!

179
00:12:37,956 --> 00:12:39,506
[PEOPLE SCREAMING]

180
00:12:47,399 --> 00:12:48,699
I repeat:

181
00:12:48,700 --> 00:12:49,800
Where does...?

182
00:12:49,801 --> 00:12:51,671
State Road 7.
Where it dead ends.

183
00:12:51,669 --> 00:12:53,289
Thank you.

184
00:12:57,259 --> 00:12:58,409
[GRUNTS]

185
00:13:10,255 --> 00:13:12,405
Well, no one said
this was gonna be easy.

186
00:13:17,829 --> 00:13:18,829
Pa!

187
00:13:19,347 --> 00:13:20,357
Jeez!

188
00:13:20,366 --> 00:13:22,476
You almost gave me
a heart attack.

189
00:13:22,484 --> 00:13:24,204
You have a visitor.

190
00:13:24,203 --> 00:13:25,183
I just, uh...

191
00:13:25,186 --> 00:13:27,036
Hi, Clark.

192
00:13:27,039 --> 00:13:29,209
Hi.

193
00:13:29,208 --> 00:13:32,208
I needed to tell you that I'm
sorry for walking away from you.

194
00:13:32,211 --> 00:13:34,211
It's just that...

195
00:13:34,213 --> 00:13:36,163
Uh, Jonathan?

196
00:13:36,164 --> 00:13:38,284
Aren't<i> The Dukes of Hazzard</i>
on now?

197
00:13:40,502 --> 00:13:44,122
It's just that you've become
so darn arrogant lately.

198
00:13:44,122 --> 00:13:45,892
It's time you learned
a little humility.

199
00:13:45,891 --> 00:13:48,121
Oh, I'm learning
about that all right.

200
00:13:51,096 --> 00:13:52,096
What was that?

201
00:14:00,705 --> 00:14:02,285
He's here.

202
00:14:28,299 --> 00:14:30,629
They're in the living room,
checking the closet.

203
00:14:30,634 --> 00:14:31,634
How do you know?

204
00:14:31,635 --> 00:14:32,965
I can see them.

205
00:14:32,970 --> 00:14:35,390
Who are they?
What do they want?

206
00:14:35,389 --> 00:14:37,519
They want me.

207
00:14:37,524 --> 00:14:40,134
I'm gonna try to draw them away.

208
00:14:41,211 --> 00:14:43,331
Whatever happens,
stay down here.

209
00:14:43,330 --> 00:14:45,300
Are you crazy?
You can't go up there.

210
00:15:02,165 --> 00:15:03,745
What was that?

211
00:15:03,751 --> 00:15:05,531
I don't know,
but I'm going to find out.

212
00:15:06,570 --> 00:15:08,000
Don't be foolish.

213
00:15:08,005 --> 00:15:11,305
You need something better
than a shovel.

214
00:15:26,390 --> 00:15:27,690
♪

215
00:15:44,041 --> 00:15:45,571
[SCREAMS]

216
00:15:55,085 --> 00:15:56,785
♪

217
00:15:59,856 --> 00:16:01,306
[GUNSHOT]

218
00:16:01,308 --> 00:16:02,868
♪

219
00:16:04,795 --> 00:16:06,185
Oh, no, you don't.

220
00:16:11,652 --> 00:16:12,872
Pa!

221
00:16:12,869 --> 00:16:14,549
[GRUNTS]

222
00:16:37,011 --> 00:16:39,311
♪

223
00:16:40,848 --> 00:16:43,248
You want me, Brainiac?
Here I am!

224
00:16:44,617 --> 00:16:46,297
[BLOWS THUDDING]

225
00:16:57,047 --> 00:16:59,207
We'll take it from here.

226
00:16:59,215 --> 00:17:00,545
This guy's mine.

227
00:17:01,652 --> 00:17:02,652
Not tonight.

228
00:17:55,438 --> 00:17:57,068
You two gonna be okay?

229
00:17:57,074 --> 00:17:58,674
BRAINIAC:
Kal-El.

230
00:18:02,096 --> 00:18:04,576
Guess the history tapes
weren't so far off after all.

231
00:18:07,834 --> 00:18:08,834
[SCREAMS]

232
00:18:12,672 --> 00:18:14,472
Clark, listen.

233
00:18:14,475 --> 00:18:16,905
<i>You must get to the control
on Brainiac's belt.</i>

234
00:18:16,910 --> 00:18:18,080
<i>It's the only way.</i>

235
00:18:19,396 --> 00:18:23,646
At last, the son of Jor-El
kneels before me.

236
00:18:23,650 --> 00:18:25,830
This time, history will show

237
00:18:25,836 --> 00:18:29,646
that I am the superior
survivor of Krypton.

238
00:18:29,656 --> 00:18:31,536
SATURN GIRL:
<i>You know how to adjust it.</i>

239
00:18:32,576 --> 00:18:33,626
[BEEPING]

240
00:19:04,691 --> 00:19:06,441
♪

241
00:19:06,443 --> 00:19:09,283
You're lucky you're still
in one piece, son.

242
00:19:09,279 --> 00:19:12,199
That was the worst twister
to hit town in 20 years.

243
00:19:12,199 --> 00:19:13,879
Yeah, yeah. I don't care.

244
00:19:13,883 --> 00:19:15,583
Ow!

245
00:19:15,585 --> 00:19:16,935
Just get me down!

246
00:19:21,341 --> 00:19:23,961
So they don't remember anything
that happened last night?

247
00:19:23,961 --> 00:19:26,141
Nothing. I blocked
everyone's memories,

248
00:19:26,146 --> 00:19:28,906
then made them think
the damage was done by a storm.

249
00:19:28,915 --> 00:19:30,315
It's just as well.

250
00:19:30,317 --> 00:19:32,147
I don't know how
I'd explain any of it.

251
00:19:33,286 --> 00:19:34,296
What happens now?

252
00:19:34,304 --> 00:19:35,704
We're gonna use the computer

253
00:19:35,705 --> 00:19:38,465
in Brainiac's hover-chair
to get us back to our own time.

254
00:19:38,474 --> 00:19:40,314
Then I won't be seeing
you again.

255
00:19:40,310 --> 00:19:43,150
Don't look so sad.
You'll hardly miss us.

256
00:19:43,147 --> 00:19:45,847
What, are you kidding?
After all you've shown me?

257
00:19:49,786 --> 00:19:51,296
Mmm.

258
00:19:53,756 --> 00:19:56,506
Aw, just when we were
gettin' to be buds.

259
00:19:56,509 --> 00:19:59,309
It's not right for a person
to know his own future.

260
00:20:03,584 --> 00:20:05,954
Yes. He needs
to find his own way.

261
00:20:10,674 --> 00:20:12,724
Up, up and away!

262
00:20:12,725 --> 00:20:14,525
Heh. Always wanted
to say that.

263
00:20:26,223 --> 00:20:28,193
Hey, Clark.

264
00:20:28,192 --> 00:20:30,862
Come on,
we're gonna be late for class.

265
00:20:30,861 --> 00:20:32,481
Where'd you get those?

266
00:20:32,479 --> 00:20:34,499
Uh, I'm not sure.

267
00:20:35,865 --> 00:20:38,175
Well, what do you think?
Are they me?

268
00:20:39,202 --> 00:20:40,572
You are so weird.

269
00:20:46,333 --> 00:20:49,993
♪