“Vae Victis” is a Latin phrase that translates to “woe to the vanquished” or “conquered.” It means that those who lose a battle or war have no rights and are at the brutal mercy of the victors.

It’s a fitting title for the ninth episode of My Adventures with Superman’s third season. Even though we’re only one episode away from the season finale, that won’t stop the series from dropping some major lore. “Vae Victis” gives us a deep dive into ancient Kryptonian history that reframes the entire second half of season 2 in a disturbing new light.
First, a refresher
During the season 2 finale “My Adventures with Supergirl,” we learned that the rogue Kryptonian AI Brainiac was responsible for the destruction of Krypton over twenty-two years before the series began. In the show’s continuity, Krypton was a militant race of conquerors and warriors…until they went up against an enemy they couldn’t defeat.
The show implies that the mystery enemy was none other than Darkseid and his forces on the hellish planet of Apokolips. Darkseid hasn’t appeared in MAwS yet, but in the comics and most adaptations he’s depicted as one of the most dangerous foes in the Superman mythos. Going to war with Darkseid is a guaranteed death wish. To save his planet, Jor-El led secret peace talks with the enemy and planned to declare a ceasefire.
When Brainiac discovered these plans he was furious. Since he was a combat AI designed to fight in this war, a ceasefire would render him obsolete and Brainiac wasn’t going to let that happen. On the day the ceasefire was supposed to be announced, he unleashed a superweapon that destroyed Krypton and nearly wiped out the entire Kryptonian race.
Jor-El and his family barely had time to send two children into the cosmos to ensure their race would survive: Jor-El’s son Kal-El and his niece Kara Zor-El. While Kal-El wound up on Earth where he would grow up to be Clark Kent/Superman, Brainiac got a hold of Kara. He raised her as a living weapon embodying his twisted ideals of what the Kryptonian Empire should be, until she turned against him near the end of season 2.
Brainiac’s Origins
After losing his powers following his fight with Hank Henshaw/Cyborg Superman, he travels all the way to Antarctica where the Fortress of Solitude is located to find a way to restore them. So you can imagine Clark’s shock when he’s captured by a Brainiac drone running the Fortress.
This Brainiac swears he’s different from the Primus Brainiac from season 2, which he dismisses as a “corrupted” copy. But this Brainiac is still just as psychopathic, manipulative and blood-hungry as the original so there’s no comfort in his reassurances.
Brainiac forces Clark to go through a simulation of ancient Krypton subjugating an invading alien race called the Coluans to prove he’s worthy of regaining his powers. Throughout the simulation, Brainiac chides Clark for showing empathy and kindness to the invaders. He insists that conquest is the only just way to live. The strong dominate the weak because that is how the universe works.
But the simulation reveals a horrifying truth. The leader of the Coluans was Brainiac himself! He used to be an organic, living being.

Also, the Coluans were actually refugees who crash landed on Krypton, many of them being sick or young children. For 10,000 years, the Coluans were the eternal servants of the Kryptonian Empire with their minds converted into artificial intelligence in order to continue to play their role as slaves.
The chain of harm
The worst part is understanding how we got to this point. Originally, Krypton was a brutal, icy hellscape where the native population was fighting to survive. When the Kryptonians encountered the Coluans, their first instinct was to subjugate the group of refugees. To the Kryptonians, anything could be a potential threat that needed to be dealt with.
This mindset became more prevalent once the Kryptonians used the Coluans’ technology to transform their dying red sun into a yellow sun, which gave them their enhanced abilities. Even after turning Krypton into a thriving world, the need to dominate others never went away because the Kryptonians learned from experience that it’s to their benefit. They only started to question their way of life when they pitted themselves against an enemy that was far more powerful than them.
Everything Brainiac has done in My Adventures with Superman actually makes sense, in a twisted sort of way.
Raising Kara as a living weapon, brainwashing her into destroying other planets and altering her memories, killing life forms and turning them into sentient mind scans, etc. Brainiac is so devoted to how he feels the Kryptonian Empire should be that any deviation from it drives him to violence. He almost kills Clark in a fit of rage when the young man apologizes for what happened to the Coluans. Brainiac wasn’t just inflicting the same level of cruelty he and his people were subjected to. He was trying to justify it.

“Vae Victis” puts the destruction of Krypton in a more tragic light. What if the real reason Brainiac destroyed the planet was because, deep down, he sensed that what he and his people went through wasn’t right, even if he refuses to admit it himself?
What if the very idea of peace talks was viewed as more of a slap in the face than a betrayal of a long-standing philosophy? Because that would mean that peace was always an option but the Kryptonians didn’t view the Coluans as being worthy of maintaining their autonomy and dignity.
It’s no wonder Brainiac crashed out the way he did.
New episodes of My Adventures with Superman airs every Saturday at midnight ET/ 9:00 p.m. PT on adult swim (Cartoon Network).