Brainiac (Earth-8011)

"I was created by Jor-El to save his dying world. They would look to the skies and see hope. I took that out of them first."

- - Brainiac

Brainiac was a artificial intelligence program created by Jor-El to monitor, supervise and bring order to Krypton in the times of crisis following General Zod's rebellion and banishment to the Phantom Zone. After acquiring enough information, Brainiac reached the conclusion the greatest danger to Krypton were the Kryptonians themselves, and so he, knowing about the coming of Galactus, did not warn the Kryptonian Council of his arriving, allowing the planet to be destroyed, as he saved what he deemed was the only achievement of the world; it's history. Escaping, Brainiac hijacked an alien ship and killed it's crew, acquiring it for him, and then traveled the galaxy in search of knowledge. He eventually arrived on Earth, only to discover a Kryptonian was alive, and that he was Jor-El's son, which immediately made him his enemy.

Fall of Krypton
"Hello, organic children of Krypton. I am the Brainiac interface. I am a cybernetic intelligence organism created by Jor-El. I was created to replace you. And I wanted to take this moment to say goodbye. Up until today I did not have the power resources or intelligence units to see my prime directive program to its completion. But now I do. Though you ultimately failed as a species, you should not be ashamed of what you've accomplished. You've done much with your limited capacity, but ultimately you were too greedy and too frail to ever last in the environment you've created. I've studied your literature, sports, philosophy.. You've fantasized about this day. And now it is here. Your Doomsday. Soon Krypton will be consumed by Galactus. Man, woman, child, plant or animal, all will die. Your species will cease to exist. This is not a threat. There is nothing you can do to stop the cycle. It has already begun. In your place my new life-form will gestate and grow. Do not distress over or try to fight it. It will only bring you physical pain. And I receive no benefit from causing you pain. In fact, I've grow very fond of Kryptonians as a species. If not for you, I would not exist. But because of you I do exist. And now... Here we are. Goodbye."

- - Brainiac