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When Asha's militant group comes under fire, Max figures that it's all because of a Manticore-engineered military strategist, another transgenic called Brain. Brain sets out to protect Max as best he can after he's called upon to discover who really betrayed the group.


Main Cast

Guest Cast

  • Michael Bower as Brain
  • Cary Shields as Leader
  • Noel Callaghan as Vid Kid
  • Dagmar Midcap as Newscaster
  • Sarah La Greca as Young Woman
  • Thomas Milburn Jr. as SWAT Guy 1
  • Simonee Chichester as S1W 1
  • Kuba as S1W 2
  • Dean Redmond as S1W 3
  • Simon Longmore as Arcade Cop
  • Tiffany Lyndall-Knight as TV Commercial
  • Darren Choo as SWAT Guy 2
  • Terry Chen as S1W Member


  • The Manticore PsyOps Division did more than reprogram transgenics; they also created transgenics with Psychological abilities. Brain is an I.T. Concentrate, a battle processor.
  • When Max and Brain are hiding behind a desk in the 12th precinct, there's a book on the desk. After the flashback sequence with Brain, he reaches over and picks up the book. There are several cuts to close-ups after he picks up the book. The 4th time the camera cuts to Max, the book is back on the desk, even though in the next shot Brain is still holding it.


  • Brain: Max, I don't mind if no one else ever saw me. I just wanted to be seen by you.

  • Brain: How do I look?
  • Max: What do you mean?
  • Brain: How do I look?
  • Max: Is there something you're not telling me, something that's gonna happen? (pause) Well...I...never actually noticed before but...you're kind of...magnificent.

  • Brain: What's the point of knowing everything, but doing nothing about it?

  • Brain: Maybe people don't see me because there's nothing to see.

  • Normal (about Max): Maybe we got ourselves an S1W type right underneath our noses. Huh? She fits the profile. Zero respect for authority, erratic behavior, lots of unexplained absences. Plus, I think she’s got a lot of underlying hostility.

  • Vid Kid: You know, I can’t actually remember what he looked like. You kind of don’t notice him.
  • Alec (holding up huge sweater): You don’t notice him?
  • Vid Kid: It’s hard to explain.

  • Max: We’re all clear ahead.
  • Alec: Yeah, except for the police cruisers.

  • Max: What are you?
  • Brain: What am I?
  • Alec : Yeah, she means you don't exactly look like a soldier there, big guy.
  • Brain: Oh, and you two do? I'm an I.T. Concentrate. A battle processor. I'm basically a general, his staff, two database groups and five logistical support teams all rolled into one stealth package.
  • Alec: Stealth? Yeah.
  • Brain: People look away. They don't remember me. There are you happy?
  • Alec: Yeah. That still doesn't explain your psychic ability.
  • Brain: Psychic? Please. I combine near absolute data knowledge with fast Fourier neural nets for heuristics.
  • Alec: Heuristics?
  • Brain: Predictions using probability algorithms that are stored in my--Look, are you sure you want to hear this?

(Max is carrying Brain down the hall. She is struggling under his weight)

  • Brain: Anyways, that's why I turned myself in.
  • Max: You what? I'm dying because you turned yourself in on purpose?
  • Brain: Well, I thought you were supposed to be strong.
  • Max: I'm not Superwoman!

See also[]

[[Medium is the Message|previous: Medium is the Message]] Brainiac [[The Berrisford Agenda|next: The Berrisford Agenda]]
See Also: Season 1Season 2All Episodes