Previously – Superman participates in a most eligible bachelor contest, much to Lois’ dismay. Jimmy runs into Kara and offers to help her find her cousin, unaware that the person she is looking for is his pal Superman. Superman wins the contest, which makes Lois realize he may be more suited to date an extraordinary person than her. Just as Superman wonders if Lois is breaking up with him, Kara storms in and reveals her disgust at Earth, its people, and what it has done to her cousin. Superman fights Kara, but he is ultimately captured and taken into space.
Superman awakens, still encased in a casket, on Kara’s ship. She says that he is welcome for being freed from that backwater planet, and Superman breaks out of the casket and says he needs to return to Earth. Superman asks about about space helmets, and one appears around him. He wonders about the location of Earth, and Kara says Krypton is his home and that they will build an empire together.
Superman flies out of the ship, while Kara pilots the vehicle beside him. They are able to talk while he’s out in space, and Kara reminds him that he doesn’t know where Earth is. She assures him that he will return to Earth when it’s time to conquer it. Naturally, Superman doesn’t want to conquer Earth, but Kara insists that Earth has made him weak and that re-establishing Krypton’s empire will be for the good of the universe. She mentions her father, and Superman returns to the ship so Kara can show him the glory of Krypton.
Kara puts a device over her head and creates a simulation of Krypton. She explains that Krypton shared its wonders with less advanced planets, and Superman admits that it’s beautiful. He even sees a couple that reminds him of his parents. Kara doesn’t know anyone’s name in the simulation but knows everything they are going to do, and Superman realizes that she’s lonely.
The simulation ends, and Superman decides to put the device over his head to show Kara 
what he fights for. Superman shows Kara a memory of him as a boy playing catch with his father. Young Clark’s throws the ball so hard that it knocks Jonathan into a bush when he catches it. Jonathan advises Clark to throw softer. Superman says his adoptive parents taught him about love and family, but all Kara sees is his parents stifling his potential. She wonders if anyone loved his true self. The scene changes to his last conversation with Lois where she expresses doubts about their relationship, and Superman quickly ends the simulation.
This exchange was well done, as both Superman and Kara could see each other’s points of view but ultimately believes their own experience to be superior. Kara realizes that she can never have Krypton back, but even Superman’s insecurities crop up and he worries about his loved ones not being able to understanding him. Superman wants to be called “Clark”, but Kara insists on calling him “Kal-El”.
Superman finds a hidden compartment where Kara has kept some personal items, including pictures of her and Jimmy. Kara still thinks his name is Jimmy Flamebird and that he’s leader of the Planet. Superman teases her because she obviously likes him. Superman wonders about the other objects Kara has collected, and she says that they are from other planets but has to hide them because her father thinks they are a weakness that prevents her from being a warrior. Superman asks her what she wants, and Kara says she wants what’s good for the Empire. Superman asks to see one of the planets she’s been to.
Kara changes the ship’s direction to show Superman a planet. Brainiac, watching from a 
space station, notices that she has gone off course again and readies robots. Kara’s ship gets stuck in a solid hydrogen state asteroid field they can’t get around. Superman calls up a helmet and flies out to clear it. Kara follows him and pretends that her helmet is malfunctioning and that she’s suffocating. It turns out Kryptonians don’t need to breathe in space, and she teases Superman for not knowing this. Clearing out the hydrogen field becomes a playful snowball fight between them, and Superman uses his bio-electric aura to destroy a huge chunk of it. Kara wonders how he does that, and Superman explains he gets stronger when he needs to protect someone. Kara feels bad since she doesn’t have access to that power and feels she should be able to as Krypton’s protector.
Kara and Superman make it to Thanagar. Kara says Superman will love it since the people there can fly, but all they find is an empty planet and destroyed buildings. Superman wonders if all the planets she’s been to are like that, and she is confused. She has a quick flashback of a memory of burning buildings, and the Brainiac robots arrive to retrieve them.
The robots escort Superman and Kara to Kandor, Brainiac’s space station. Kara tells Superman to kneel before her father, and Superman wonders why they kneel before Zor-El. Kara doesn’t know who Zor-El is and says that her father is Brainiac, whom she calls Primus. Brainiac explains he was the artificial intelligence that ran through all Kryptonian technology but now contains all that is left of Krypton. Brainiac reveals that Superman’s mother was named Lara and dismisses Kara so he can show Superman his Krypton.
Brainiac takes Superman to a fighting arena where he can call up holograms of warriors. 
He summons three warriors from different alien races who didn’t comply with the Kryptonian empire. These holograms are all that’s left of them. Superman fights an alien with Green Lantern powers, then a Parademon, and finally a Thanagarian. Superman thinks Brainiac’s actions are cruel, but Brainiac explains that war was the reason Krypton made so many advancements. Superman realizes that Brainiac destroyed these empires and uses his bio-electric powers in battle. Brainiac expresses that he wants to use Superman’s abilities, but Superman doesn’t want to be a weapon. Brainiac uses a red sun omega field to neutralize him and explains that Jor-El’s ambitions were small but Brainiac will make the Kryptonian Empire perfect.
Kara enters the room, and Brainiac is upset that she disobeyed him and ran away from her responsibilities. Brainiac says that she is disappointing to him and to those who died on Krypton. When Kara demands to know what’s really going on, he uses some sort of mind control power on her.
A disoriented Kara awakens alone in a room. She enters another room where Superman is once again encased in a casket. She is disoriented, and Brainiac reminds her that she brought Kal-El back. They, in unison, say all will become model citizens of the Empire.
Kara returns to her keepsakes and remembers what Superman asked her about the other 
planets. She visits H’lven, Euphorix, and Thanagar only to see them all in ruin. She sees a mural depicting her attacking Thanagar and has memory flashes of using her heat vision to burn the planet down, people and all. She flies into space and wonders what to do. She first calls out to Kal-El, and then she calls him Clark. A space ship suddenly exits a portal right in front of her. Inside is Jimmy, Lois, Mallah, and the Brain.
The Earth-based plots were once again put on hold for this episode, and Jack Quaid is the only main cast member credited. Neither Alice Lee nor Ishmel Sahid had any lines, although Jimmy does gasp at the very end. This episode was a departure from other episodes in a few other ways, slowing down the pace and showing planetary genocide. Kara may have been brainwashed by Brainiac, but she was still responsible for so many deaths. This is assuming all the aliens died. It is worth noting that Brainiac’s ship is called “Kandor”. In the comics, Kandor is a Kryptonian city Brainiac shrank and put in a bottle. Maybe these aliens are alive and shrunk somewhere.
When talking about his loved ones, Superman stops himself from calling Lois his girlfriend. With their argument fresh in his mind, he doesn’t know where he stands with her. He continues to learn more about Krypton, even finding out his mother’s name, while growing distant from Earth.
Brainiac is shaping up to be a great villain. He is the natural conclusion to the war-like Krypton’s programming. He was built to help them conquer, so he is going to keep conquering for the sake of the Empire. Brainiac is known for having so many different versions in the comics, whether he is an alien or a Kryptonian computer, and he is always a huge threat. While this may be the most robotic looking version of Brainiac ever, there are some shades of General Zod in him, as he demands people kneel before him and calls Superman “Son of Jor-El”. The episode title, “The Machine Who Would Be Empire”, is about Brainiac himself. It is most likely a reference to Rudyard Kipling’s “The Man Who Would Be King”, a story about British men who travel from India to Afghanistan to become kings in an attempt to bring various civilizations into a unified empire.
The episode has a Green Lantern reference, and Thanagar is where Hawkman and 
Hawkgirl come from. H’lven is home to chipmunk-like aliens such as the Green Lantern Ch’p. Euphorix is a planet from the Omega Men comics. Given how these planets and cultures have been wiped out, it does raise the question of whether or not we will see any big name heroes from other planets.
The end credits show space and zoom in on the Kandor space station. The final shot is of Kara, the first time in the show where we don’t see Superman/Clark, Lois, or Jimmy.
