Season 2, Episode 10 - Brainiac

A teenager named Brainiac watches nine television sets, seemingly waiting for Eyes Only to interrupt the broadcasts with news of the S1W. He heads to a video arcade where he masters a game that he's never even played before. Brainiac seems to know before it happens that the S1W's headquarters in the back room will be raided. The Brainiac even anticipates the S1W's leader getting shot. Yet when the police corral Asha and her compatriots into a paddy wagon, Brainiac tries to get arrested along with them. The police don't seem to notice him, and he is left behind.

At Jam Pony the next day, Normal hears a news report about the arrest. It turns out that an anonymous tip led the cops to the S1W's headquarters. After Max sympathizes with the S1W's plight, Normal starts to wonder if she's at all connected to them. He asks Alec about it, but Alec is suspicious of Max for other reasons. Max goes to the video arcade and slips into the cordoned-off S1W office. She is surprised to find Alec there too. He is looking for Asha's address book because he thinks that his number is in there. Max finds the Whitman poetry book, Leaves of Grass, with a poem on note paper inside. She assumes that is Asha's. Alec prods Max about her motives to protect Asha and their connection to Logan. Although she claims it's not about her own interest, Alec discovers that a high-scoring name on one of the video games is Max's name with a heart. On top of the machine is an XXXL sweatshirt with candy wrappers inside the pocket. They question a kid at the arcade, who tells them that their suspect is a forgettable guy who seems to know things before they happen. This guy even knew to duck a bullet during the arrest. Alec and Max head toward the address written on the label inside the sweatshirt.

Brainiac prepares himself and an overnight bag for Max's arrival, but he's annoyed that she has brought along Alec. Max and Alec bring him to a secret location and tie him up, allowing them to confer with Logan about how to help free Asha when the police transfer the S1W prisoners. Logan stays with Brain, while Max and Alec go after Asha. As they leave, Brain cryptically warns Max to "break an egg."

Max and Alec raid the police bus holding Asha and the other S1W prisoners. Unable to find the keys to release the gate, they are forced to drive the bus while chased by cop cars. Max suddenly remembers Brainiac's prophecy about breaking an egg, and she plows the bus into a billboard with the slogan "Break an Egg." The bus safely crosses the tracks of an oncoming train, which prevents the police cars from catching them. Max returns the S1W crew to Logan's hideout, but she questions how Brain knew what would happen in her escape plot. He admits to being a transgenic X with a barcode. Although his obese exterior makes him physically not a combat soldier, Brainiac was designed to be a battle theorist, able to predict outcomes based on probability. This is how he can "see into the future." When Alec chides him for turning in the S1W, Brain tells them that the leak actually came from inside the group itself.

Max takes Brainiac through the mug shots of all the S1Ws, but he is not sure who the informant is. He admits that he had a crush on Max when they were in Manticore. She doesn't recognize him because he was designed to be forgettable. He only got involved with the S1W bust because he knew Max would be involved. Logan tries to allay the fears of Asha and the S1Ws about trusting Brainiac, but Brainiac proves himself by giving the group explicit instructions on how to escape the raid that is about to occur. Brainiac takes the fall by getting himself captured by the SWAT team.

Asha calls Logan to tell him that they have reached the pick up point that will take them over the border, but she is sad about leaving him. Max takes off when she locates Brainiac being held at the Twelfth Precinct. She pretends to be a guard to release him, but Brainiac's ankle is bandaged and she must carry him out. They make it to an office, and hide from other officers. He tells her that he sees her in a sawmill rescuing the S1W from their traitor. Although he sees her ultimately getting shot, he doesn't tell her what the final outcome is. On the police desk they are hiding under, Brainiac finds a Leaves of Grass book -- the same one as found in Asha's backpack. He tells Max that it's an old CIA trick to pass coded messages in matching books. Max does not believe that Asha would be the turncoat because that would hurt Logan. Meanwhile, at the lumber mill, the S1W leader asks Asha for his Leaves of Grass book that she found in her backpack.

As they speed to the lumber mill on Max's bike, the Brain figures out that the S1W's leader is the traitor. At the mill, Max fights off the police, and the S1W group fleas for safety. The leader sends them into a trap, locking them inside a room. Max runs to save them, in the exact situations that Brain had predicted. Yet Brain follows her, hoping to change the ending. As she kicks in the door, the leader shoots at her, but at the last second, Brainiac pushes her out of the way and takes the bullet. As he lay dying on the ground, he directs Asha and the S1Ws to a clear passage. When the police run up, he pulls Max down into his cocoon of invisibility. The SWAT team doesn't even see the pair, and runs off to find the S1Ws. When Max gets up, Brainiac is dead.

Later, Asha shows up at Logan's apartment. All the police files from the arrest have vanished because one of Brain's candy bars was shoved into the precinct system disk. She is safe to remain in Seattle. Asha invites Logan to celebrate with the group, but he doesn't go. At Brainiac's apartment, Max sadly stares at the many television screens. Alec shows up, saying that he wanted to check on how she is doing. Really, he is intending to sell off Brain's TV sets. The television is interrupted by an Eyes Only hack. It shows Brainiac's face, and tells of the passing of a "great and fearless warrior."

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