Brainiac: Quiet morning. It's cold, still, bleak. Almost reminds you of Krypton, doesn't it?
Kara: Who are you?
Brainiac: The answer to many of your unanswered questions.
Kara: I seriously think you have the wrong farmhouse.
Brainiac: I expected a girl raised by such a stoic race to be a better liar... but you're just as transparent as Kal-El.
Kara: How do you know Kal-El?
Brainiac: I've been watching.
Kara: I don't know what you want but that life is in my past.
Brainiac: Only because you have no option to return but you would, wouldn't you? You have to miss the way things used to be. Getting your memory back must've been... a disappointment.
Kara: I like my life here. And, I think you should leave.
Brainiac: That's a valiant effort... but it's not the truth. What if I told you that there was a way to go back. To save everyone you loved.
Kara: I'd say you weren't the first Kryptonian to use those memories against me... and it won't work.
Brainiac: That's unfortunate... because I need you.
Kara: Sorry, that's not my problem.
Brainiac: Well, at least you can't say I didn't ask nicely.

Brainiac: (to Clark and Kara) Just remember, if we'd have done this my way, no one would've gotten hurt.

Clark: Your father... he made a lot of bad choices toward the end, is it possible that he and Zod were allies?
Kara: Never. If there's one thing that our fathers agreed on, it was their hatred for Zod.
Clark: Why has he turned his attention toward you?
Kara: I don't know. But, when we go up against him, it would be helpful if we were all on the same playing field... or should I say sky?

Jimmy: Aren't articles supposed to have words?
Lois: Oh, I just start with the best part and work backwards.

Clark: (to Lionel) I should have listened to my father. I was stupid to think that you care about anyone other than yourself. You're less human than I am.

Clark: (to Lionel) You already destroyed the life of one son. You don't get a second chance. The only real son you have hates you just as much as I do.

Lionel: No, I've repented.
Chloe: That's right, you're an intensely spiritual man. You amassed all the power a human could until you found out about Clark. Befriending him is the closest thing you'll get to seeing God.