This is not, by any means, my usual pen-name. Actually, I write stories here on fanfiction with a different pen-name than this one here. I am using randomrabbit instead to remain anonymous. This story is explicit, and way more perverted than my usual. With that being said, you SHOULD NOT read this story if you are underage. Yes, there is sex, but it's not the whole story. There will be some cursing.

This takes place during Dark Victory of the Legion of Super Heroes television series. Keep in mind that Brainiac Five will be EXTREMELY OOC because of the circumstances. Also, the girl is unnamed and not described, so you can leave her up to your imagination.

Yeah, I don't own the Legion. Whatever. You can read it now (you perverts).

The Shattering

She was worried. Of course she was, everyone in the Legion was a little shaken by Brainiac Five's actions during the simulation training the day before. He had pushed the level of the simulation far too high, causing Chameleon Boy to be injured, and only stopped when Superman himself had burst through the control room window. After apologizing multiple times, Brainy had run from the room and locked himself in his lab. Superman had already talked to him, but he would not tell them of the discussion.

The girl's eyebrows furrowed together. All of this because of Imperiex. Their fights with him still persisted, and everyone was becoming more and more frustrated. It was only a matter of time before one of them snapped.

Sighing in aggravation, she got off of the couch she was sitting on and walked down the hallway. Honestly, she wanted to see if Brainy was okay. He was always having problems, and yesterday must have taken a toll on his self-esteem, probably also causing to question his side in the war once again.

"Watch where you're going!"

She had been so absorbed in her thoughts that she had walked straight into Kell-El, otherwise known as Superman-X: grumpy-pants of the galaxy. At the moment he had his arms folded across his chest and was giving her the I-didn't-have-my-coffee-so-I'm-pissed glare with his fierce kryptonite-green eyes.

"Sorry Kell. I just didn't see you there," she said looking up at the towering figure. He rolled his eyes before returning his eyes back to hers. She saw the never-ending scowl loosen up a little.

"Hey, what was on your mind anyways? You don't usually look this… gloomy." The question had hit its target, and she lowered her gaze to the ground.

"It's nothing. I'm just a tad bit perplexed…" she trailed off and stared more intently at her feet. Kell raised an eyebrow before deepening his frown.

"You should stay away from him," the clone said firmly. "He's an unpredictable threat to everyone's future." The girl looked like she had been doused in ice-water, and slowly raised her head, a defiant glare set on her face.

"You don't know him like I do," she stated firmly. Her expression didn't change when he pressed an index finger into her shoulder.

"And you don't know him like I do," he said angrily. "Brainiac Five has an evil inside of him like the universe has never known. One of these days, his perfect deceptions will shatter and I'll be left to pick up your pieces."

"He's not a bad person! Nothing bad will happen if we just stick by his side and help him get through it."

"Fine! Don't believe me," he growled as he stalked away in the opposite direction. She heard him stop near a side door and caught his hushed words before he left her alone in the hallway.

The future never changes.

The words sunk in a moment before she fixed her determination and marched down the hall, the sounds of her footsteps bouncing around the empty passage.

She stopped at the end of the hallway at Brainy's lab. She took a long look at the metal door that led inside. Brainy evil? She knew he would never do anything cruel on purpose, let alone try to destroy the universe. Shaking Kell's foreboding words from her head; she knocked, causing a metallic eco to follow the sharp bangs.

"Brainy? Are you in there?" Silence. She knocked again with no response. Deciding to make sure he was alright, she pressed a few buttons on the keypad, and was surprised when the door hissed open. She had assumed it was locked.

Walking in the cluttered but organized lab, she looked around for Brainy. The only noise she could hear was the sounds of working machinery and humming power cells. After sweeping the chamber with her eyes, she caught a glimpse of light gold in the corner of her vision. The blonde green-skinned teen was sitting in his favorite chair, muttering something inaudibly to himself.

"Brainy," she asked concerned, "Is something wrong?"

At the sound of her voice he looked up from his gaze on the floor. There was a peculiar look on his face she had never seen before.

"Yes. Incidentally I need something from you." He unfolded his arms and stood up from his chair.

"Of course I'm here to help, anything you need." After her response, a look of pondering fell on his face and he began to pace the room.

"At first, I thought you were useless like the rest. Even his feelings for you were just a flaw…"

"What are you talking about? You're not acting like yourself-" she was cut off as Brainiac Five extended his arms without warning and swiftly pinned her hands above her head with her back against the cold wall, leaving her feet to dangle. He was smiling slightly. Something was wrong.

"What are you doing?" she asked, startled by his sudden actions.

"You see, even small pawns like yourself have functions, and I have discovered that yours is indeed necessary for my programming."

"Brainy tell me what's going on." She did not like the sound of his voice. So uncaring; Callous; Unlike himself.

"I need to pass down my genetic code so I may have another suitable backup. You have a rare race and pure DNA that will enhance the product, to say the least."

She did not understand. What was going on? What was wrong with him? She tried to wiggle free.

"Brainy, let go of me." His grip immediately tightened and he stepped closer.

"Make me." And he kissed her. She was so shocked; she couldn't send the signals to her brain to move. The kiss was rough, harsh. It felt wrong. Coming to her senses, she tried to push away, but to no avail.

"Insignificant female. Submit." She struggled harder until she was able to let out a loud yell.

"Brainy what's wrong with you??" she fought for air as the kiss was broken off by the blonde. A smirk spread across his face.

"Brainiac Five is not home at the moment. No one can hear you." His words hit her like a semi-truck at full speed.

"Querl?" she whispered, looking for some sign of recognition in his eyes. She only found an icy cold darkness. His eyes were dead; shadows of emptiness. They lacked the familiar shine and zeal of someone who fought for justice.

Her fears were confirmed when his hands were replaced with cold metal, shackling her arms in place. She trembled as she saw the lack of emotion in his eyes. He then grabbed the bottom of her shirt and ripped it off, leaving her with only her white bra on. The coldness of the room hit her bare stomach, and a shiver went down her entire body as a smooth green finger pressed on her navel.

"Q-qquerl? What are you doing?" The whimper caused the teen to look her square in the eye.

"Producing offspring is the most logical way to insure my reboot. Your body is necessary for that to occur. He then slowly moves his finger up, leaving a tingling trail in its place. She trembled again, sending shudders through her body. Then the hand slipped under her bra and the cold fingers squeezed her nipple. She gasped in surprised, her mind screaming 'NO!'. But before she could protest, the other hand was accompanying the other, both kneading her breasts in a firm grip. She gasped again except for this time it was followed by a moan and her back arched unexpectedly.

"B-br-brainy!" She moaned. "Stop!"

"Brainiac Five is no longer the person you knew. He was just a mask. A lie." The bra snapped off completely, leaving her bare chest uncovered. The cold crept up again and to her displeasure her nipples hardened under his touch. She was about to object when his hand flew up and covered her mouth, cutting off her protests. He then proceeded to move his tongue down, away from her lips and lingered at the hollow of her neck. She could feel her heart racing faster and faster as his tongue continued downwards until he stopped his progression to suckle her left nipple. An unsuppressed moan escaped her covered mouth.

She did not want to feel like this. She wasn't ready, it wasn't Querl.

"It will all be over soon," the flat voice reminded her and she looked down. His unoccupied hand was stripping her skirt down. Looking up at her, he noticed her panicked expression and alarm. Smirking, he finished removing the skirt and threw it behind him.

She could feel his slender fingers trace the inner contours of her thigh, sending the shivers back up her spine. She struggled harder still, trying to bite his hand and call out for help, trying to break free of the metal bonds, but it did not change anything. Doing her best to focus on a plan, she began to think of the options. If she could not get away by herself, maybe she could try to reach Saturn Girl; maybe she could try to reason with whatever was in control of Brainy; maybe this was a warped nightmare and she would wake up sweating in her bed-

All her thoughts were cut off when something was roughly pushed inside of her. She gasped in pain as it was harshly ripped out and shoved in again. Again. Again. Again. He continuously thrusted his fingers inside of her, and she could only squirm and pray that it would eventually stop. She repetitively told herself it wasn't him; it wasn't Brainy, but someone else using him like he was using her. It was not his own intentions controlling his body. The fingers stopped, and she realized she had shut her eyes. Afraid to open them, she tried to beg quietly again.

"Please, stop." She whispered softly. Then, nothing happened. She hung quietly against the wall, the humming in the background hardly noticeable behind her ragged breathing. A minute passed. Maybe her prayers had been answered. She would wake up and it would all be a dream. Smiling at the thought, she released the pressure on her closed eyes and began to open them.

Then abruptly sharp knives seemed to bloom inside of her. She cried out in pain, resisting the urge to vomit. To her horror she realized what was happening and desperately tried to get away. Someway, somehow, she wanted to be anywhere but here. The pain hit her in waves as the ruthless thrusting continued. She whimpered as the movement slowed, making her feel every bit of pressure inside of herself. She couldn't cry out, she couldn't move, she just endured the torment in silence. A single tear fell from her shut eyes, rolling down her cheek and falling unnoticed to the cold floor.

Then, as soon as the agony became almost unbearable, it seemed to decline. The sharp knives were slowly being replaced with a growing warmth. The feeling of ecstasy increased and she felt the new sensation spread and take over her body. While her mind was screaming rejection, her body was moaning in pleasure.

Betrayed by her body, she began to move with him, matching his thrusts and calling out for more. Her mind drained, she couldn't think of anything besides the white-hot desire filling her head. Her senses deserted her as she begged him to go faster still, and of course he granted her wish.

The ecstasy built until she thought she would burst inside. Then the movement slowed, the torment amplified, and she felt herself reach her climax. Everything exploded in a heat filled moment, and at that moment she could barely feel Brainiac Five remove himself as he stood back and restored his clothes. The shackles suddenly chinked open, and she crumpled to the hard floor.

"Now, I have other obstructions to attend to." The cold words were all that penetrated the dense fog of her mind before she drifted into wonderful unconsciousness.

Bright blank white was the first things her eyes saw when her eyes snapped open. She jerked up into an immediate seated position. Then it all came back.

Holy shit. Holy shit. Holy Fucking Shit.

After hyperventilated for a minute, her eyes adjusted to the blinding light of the room and her surroundings became clearer. That's when she noticed that she was in her own bed. She had no recollection of being left there, but rather… on the cold floor. Glancing down at herself, she noticed she was wearing her normal clothes and she had been sweating profusely. Her hair was plastered against her head with sweat, like she had woken from a nightmare.

A nightmare. Was the entire thing a dream? Did it mean it never happened, that it was just a hallucination her mind had fabricated on its own? Slowly realizing that she didn't feel any different and that the horrendous night had never happened, she felt hope rise in her chest.

Of course it wasn't real. It never happened and never would happen. A small smile bloomed on her face.

Everything was fine.

Then the door slid opened revealing some of the vibrant uniforms of her fellow teammates. Still smiling to them as they walked in, she swung her feet out of the bed and stood to meet them.

"Am I glad you're here," she gushed to the few members in the room. "I just had the freakiest dream that scared the crap out of me! Kell was his normal jerk-ish self as usual but Brainy had totally lost it…" her voice trailed off as she saw the look on their faces at the mention of his name. Saturn Girl had a worried expression fixed on her face, Lightning Lad was staring at the ground, Dual Damsel had the stature of a wilted flower, and Chameleon Boy seemed to be on the brink of tears. Their emotions slapping her in the face, she turned her attention precariously to the orange changeling.

"Cham," she said quietly, "what's wrong. Why are you all so-" she didn't finish. They all looked like someone had died or something. The awkward silence hung in the air for what seemed like a lifetime until Saturn Girl broke it.

"You mean you don't remember?"

"Remember what?" She glanced at the others again before bringing her blank stare back to Saturn Girl's concerned face. The uneasy feeling in her stomach grew. Saturn Girl didn't answer but instead avoided her eyes to stare intently at the small crack in the wall near the bed. Dual Damsel shifted her weight nervously before restating the nightmare.

"Brainy's gone. He left a few hours ago." The uneasy feeling skyrocketed.

"What do you mean? He just left…?"

"No," Lightning Lad interrupted, "He did not just leave. He took out half the Legion before running off to Imperiex. Imperiex! I knew Brainy was acting weirder than normal but this…"

He left the sentence hanging and ran his fingers through his severely messy orange hair in exasperation. Saturn Girl kept her gaze fixed on the wall and Cham remained silent.

"Why didn't Superman try to stop him?" Superman was Brainy's best friend, and she was fairly sure that Brainy would never be able to get past a devoted Superman. Hell, she didn't think anyone would be able to get past a devoted Superman.

"He did." She looked at Cham in surprise. He was shaking slightly, the moisture in his eyes building up, threatening to spill over.

"He did. But… he… he let Brainy get away and was exposed to kryptonite." Cham had a look of absolute devastation on his face and his voice became smaller as he carried on. "Now everyone thinks Superman won't be okay, but I think he will. Superman would never leave us, being sick is just a setback. He'll get better, I know he will." His voice cracked near the end, and he wiped his arm across his eyes as he stormed out of the room. Saturn Girl casted Lightning Lad a worried glance before following the changeling.

The girl could only watch Saturn Girl run to catch up with Cham as thoughts whirled inside her head. Superman unable to stop Brainy, and getting injured in the process? What the hell was the world coming to? Was this another nightmare, just like the one that proceeded it?

"Hey," Dual Damsel said softly, "are you okay?"

She nodded numbly for a second before switching to shaking her head. She wasn't "okay". Nothing was "okay".

"How can I be okay when everything's going wrong?"

"At least everyone else is alright. Nobody else was severely injured like Superman. You've just taken the longest to recover from Brain- from the attack." Did dual Damsell know what happened? What "attack" was she referring too?

"Um, this may sound odd, but how was I found?"

"How? Like everyone else: knocked out cold. Bouncing Boy found you outside of… the lab," she hesitated to say Brainy's name. "You seemed to be relatively unhurt unlike the others."

Relatively unhurt??

Bullshit.

"ATTENTION ALL LEGIONNAIRES. REPORT TO THE COMMAND BRIDGE IMMEDIATELY."

The speaker blared in the room. They were in the cruiser? She was about to ask Dual Damsel if what she thought was true when Lightning Lad grabbed her arm and motioned for the door.

"We'd better get going."

She let herself to be guided out of the room in quiet. Dual Damsel followed slowly as they marched over to the command bridge of the Legion cruiser. The silence echoed in the corridor until the short walk ended in an open room full of equipment that was used to fly the ship.

Most of the Legionnaires were already in the room, their backs facing the rooms newest occupants. They were all in front of the communication array; the large screen showing Imperiex's ugly face.

"Greetings Legion," Imeriex said smugly to the crowd of heroes. "My alliance is now complete. A new world order will soon be upon you." The screen had zoomed out, showing Validus and someone else. With alarm she realized it was Brainy, twisted and formed in the likeness of his ancestor, his detached expression fixed on his calm face. Imperiex continued after the pause.

"This is the moment I have waited for since I had first stepped into this primitive time period: the moment when I crush the entire universe, beneath my foot! The carnage I am about to unleash will have a ripple effect; changing not just this era, but all eras to-AHHHHHHHHHHHHHH!"

Imperiex's victory was cut short as a metal object protruded out of the front of his chest. His yelling continued as he was slowly raised up on the pole, revealing Brainiac attached to the other end. Everyone in the room stood rigid with shock.

The atrocities continued. Validus was "digitized" into data while Imperiex was "deleted." Merciless murder was shown on the screen in front of them, but everyone was unable to do anything to stop it. The strange monster who was now Brainy turned to the Legion.

"Imperiex was a bane to the universe. He sought to bring chaos. I will bring order. Trying to stop me would be… ill-advised." The screen went blank, but the silence of the Legionnaires only lasted a matter of seconds.

"No. NO! Imperiex was MINE. He was supposed to be MINE!!"

Kell's anger radiated in the chamber, mingling with the other's shock and horror. Some still stared blankly at the screen while others whispered to each other in worried tones. Lightning Lad had an appalled expression next to Cosmic Boy's aghast and pale face. Lightning Lad managed to tear his eyes away from where the screen once appeared and turned towards his friend.

Suddenly Saturn Girl rushed in, looking more mortified than anyone else in the room. She glided over to Lightning Lad to whisper something in his ear. Slowly his face mirrored hers and he nodded curtly before quickly following Saturn Girl out of the control room. Wanting to leave the room full of fear, the girl followed after Saturn Girl and Lightning Lad. What problem could possibly be more important than the one presented to them just moments before?

Minutes later, she ha her answer as she stood by the medical bay's bed, where Superman seemed to be sleeping peacefully. The only noise in the gloomy space was the unending unchanging sound of the flatline, ringing in her ears and crushing the remnants of her shaken optimism.

She looked outside of the room's only window and into the hallway. She could see Lightning Lad talking quietly to Cham while shaking his head. Cham stepped back, his face frozen with what Lightning Lad was telling him. Lightning Lad moved to put a hand on the smaller boy's shoulder, but it was quickly pushed away. Cham started shouting at him with tears falling from his eyes. She could hear the yelling clearly when the door to the room opened and Saturn Girl walked in.

"WHY AREN'T WE ABLE TO DO ANYTHING?! I THOUGHT THE GOOD GUYS ALWAYS WIN!!"

The door slid shut again as Saturn Girl walked silently over to stand next to the bed. There were lines on her face that made her look years older; the signs of sadness etched in her expression. She turned to the girl next to her and turned off the monitor and the sickening sound that came from it.

"You know, there was still so much I wanted to ask him, and now I'll never know the answers. Do you feel that way too?"

She didn't respond. She was too busy numbly watching her world crash down around her, shattering the pieces of the hope she had clung to; pieces that no one would ever be able to pick up.

That was my first lemony fic ever. I'd really enjoy some input from you readers; it would really make my day. Just no flame throwing in your comments, I would have to run away. D:

That rhymed. :D