Brainiac

Brainiac is a fictional character that appears in the comic books published by DC Comics. The character first appears in Action Comics #242 (July 1958), and was created by Otto Binder. Brainiac has been one of Superman‘s most important enemies, responsible for shrinking Kandor, the capital city of Superman‘s home planet Krypton which the hero has vowed to restore.

Due to complex storylines involving time travel, cloning, and revisions of DC’s continuity, several variations of Brainiac have appeared. Though at his core Brainiac is formless, most incarnations depict him as a bald (save for a set of diodes protruding from his skull), green-skinned extraterrestrial android from the planet Colu. He is commonly known as Superman‘s second most important villain, following Lex Luthor.

Originally Posted by Kain Darkwind of the Dicefreaks forums.

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Brainiac
Medium construct (Incorporeal)
Wounds	350 WP (28d10+196)
Initiative	+13
Speed	1000 ft. or by body
AC	25 (+7 deflection, +3 Dexterity, +5 insight) touch 25, flat footed 17
Base Attack/Grapple	+21/+30
Attack	By body
Full Attack	By body
Space/Reach	5 ft. /5 ft.
Special Attacks	Possession, psionics
Special Qualities	Damage reduction 20/-, level 12 intellect, power resistance 30
Saves	Fort +9, Ref +9, Will +34
Abilities	Strength -, Dexterity -, Constitution -, Intelligence 30, Wisdom 20, Charisma 25
Skills	Bluff +38, Computer Use +54, Craft (chemical) +38, Craft (mechanical) +38, Diplomacy +15, Disable Device +54, Intimidate +42, Knowledge (arcane lore) +40, Knowledge (behavioral sciences) +40, Knowledge (earth and life science) +54, Knowledge (history) +50, Knowledge (physical science) +52, Knowledge (tactics) +40, Knowledge (technology) +54, Listen +30, Research +54, Sense Motive +41, Spot +30
Feats	Combat Reflexes, Greater Power Penetration, Power Penetration, Psionic Fist, Unavoidable Strike
Climate/Terrain	Outer Space
Organization	Solitary (unique)
Challenge Rating	25
Treasure	None
Alignment	Neutral Evil

Possession: Brainiac cannot interact with the physical world unless he has a host body. He is capable of possessing biological entities and computers. A biological entity is allowed a Will save (DC 31) to resist possession. This save may be repeated every minute. Each failure increases the DC to throw off possession by 1.

While in a possessed body, Brainiac is capable of utilizing all of the powers and abilities of the body. He takes on the physical ability scores of the host creature. The host body possesses its normal hit points, but damage dealt to the host body is split in half with Brainiac. (After damage reduction)

Brainiac uses his own base attack and saves or the host’s, which ever are better. Brainiac can use his host’s skill modifiers in place of his own, should they be superior.

Psionics: Manifester level 28th; base DC 32 + power level. At will – conceal thoughts, dominate, hypercognition, mind thrust, mind probe, mind seed, true mind switch, ultrablast

Level 12 Intellect: Brainiac recieves a +12 bonus on Intelligence checks, Intelligence based skill checks and the DC of any Intelligence based abilities.

Skills: While in possession of a computer as a host body, Brainiac receives a +20 competence bonus on Use Computer checks. This is not included in his stat block.