Disclaimer: I do not own ChalkZone. If I did then Brain would have been a major recurring character, which in all honesty would have made the show a hell of a better. She was kind of a waste of a perfectly good character if you ask me.


My Beautiful Brain

By

TheMasterofDespair

Eyes wide open-for the first time ever. It was a beautiful site that lay before her. A never ending blue sky that stretched as far as her eyes could see. The sky itself looked strange, as though it were drawn by a child, yet to her it seemed natural.

She felt calm, empty almost. She was a blank slate. No memories, no emotions-just a lone entity, curious of the world around her. She didn't know where she was, or even what she was. One moment she did not exist, and the next moment she was a living, breathing creature in this strange chalk world.

She glanced down towards the being of which her eyes connected to. What she saw was that of a large pink object, that looked as though it were the size of a small hill. Despite only existing for mere minutes, she felt as though she had already known what this being was. A brain. Her brain.

She tried to speak, but she found that she could not say a single word. While she tried once again, but no matter how hard she focused her mind to speak, no words could escape her brain.

It was only then that she noticed that reason she could not speak was because she was missing something-a part of her that would open a gateway for the words to escape. She possessed no mouth. In fact, it wasn't just her mouth, she also lacked a nose, and her ears. At the moment, all she was were a pair of eyes attached to a brain.

Frantically, she began to search high and low for her missing parts, but they were nowhere in sight. She only stopped searching when she noticed several smaller objects moving towards her. Their appearance was that of short, chubby men. They all wore similar black and yellow striped shirts, and a beanie hat with a propellor, that of which allowed them to float through the air.

She wasn't quite sure how to react to them. For the most part they seemed harmless. Her curiosity however peaked when she noticed what they were carrying. One was carrying a large mouth, the other a nose, and two more carrying a pair of ears.

They approached her, and without saying a word, the one carrying her nose plugged a wire in the front of her brain, which connected directly to her nose. Instinctively, Brain inhaled a large whiff of air. The tickle of the air against the inside of her nose caused her suddenly sneeze.

As she was still adjusting to her new nose, she felt two more plugged get attached to both sides of her brain. It was then that she could hear many sounds roaming around her. The sound of birds chirping. The sound of the wind blowing by. It was mesmerizing. Her relaxing atmosphere was, however cut short by a rather aggressive voice shouting directly into her right ear.

"Testing, testing...one, two! Is this thing on!?"

She glanced towards where the voice was coming from, only to find what looked like a large jelly bean, with legs and one arm, that of which was holding her right ear. By the look of him, she could only assume that he was the one in charge of these creatures that were assembling her. She wasn't sure why he was doing this for her, but she figured that he might be able to provide her with more answers.

Seeing as Brain had yet to have her mouth connected, the jelly bean like creature said in a much calmer tone, "Blink twice if you can hear me."

Without a second thought, she sent one of her eyes directly towards him. This startled him, causing him to fall to the ground. For a brief moment the two locked eyes. He didn't say a word, he just continued to stare into her eye, which was almost as big as he was. She then proceeded to blink twice in a row as he had requested.

His confusion quickly turned into laughter, as he said, "Oh, goody. It's working."

Without a moment to react, he softly wrapped his arms around her eye, pressing it against the side of his face.

"Alright, My Beautiful Brain, I'm going to restore your mouth now."

She felt relieved to finally be getting her mouth, but even more so, she felt a certain warmth when he had called her, My Beautiful Brain.

Within seconds he attached the final plug into her brain. Despite finally being able to speak, ironically, she found herself at a loss of words. The only thing managed to muster was but one sound.

"Oooooooh."

"Yes, yes. Is everything working My Beautiful Brain?"

Giving the moment to clear her thoughts, she was at last able to respond back, "Everything is quite functional, Master...umm."

"Skrawl. You can call me Skrawl."

"Master...Skrawl."

With her brain now fully complete, she looked over at Skrawl and with much gratification she replied, "You're truly a great creator."

Skrawl was overly excited to hear those words, especially by his own creation.

"That's right. I, Skrawl...am a creator!" Following his remark, Skrawl proceeded to break into hysterical laughter.

Confused as to what her master was laughing about, Brain decided to follow and began to softly chuckle along with him.


A couple of hours had passed. Brain was now alone in her bedchamber, which Skrawl had previous made custom for her creation. It was quite large, giving Brain's massive size, although, being a brain, she wasn't really in any position to be able to move around on her own. While Skrawl had plans for her down the line, he sought it best to allow Brain a chance to relax, and get used to her new existence.

For the most part, Brain rested in the center of the room, watching tv, something of which she found most fascinating. Her attention, however soon shifted when she heard the sound of her chamber doors opening, revealing that of the Beanie Boys.

Carrying a large banquet of delicious food, they marched over to Brain, singing a rather annoying, yet surprisingly catchy song with every step.

"Beanie Boys, Beanie Boys

We're the boys that Skrawl employs

Ha, ha, ha, ha

Hee, hee, hee, hee

Ho, ho, ho, ho, ho, ha!"

They placed the banquet down on the table in front of Brain and without so much as a reply, they were already on their way out. Brain was about to ask what these strange objects were that they had left, but before she even had the chance, they were already gone. Unsure as to why they had left this stuff before her, Brain became very curious to find out for herself.

Extending her eyes forward, she began examining the food. Despite not knowing what food even was, she couldn't help but find it all very appealing to her. She could feel as though something in her mind was craving it.

While there was a wide variety of delicious food, the one thing in particular that managed to catch her attention was that of a large bowl of what looked to be rice pudding.

She took a big whiff of the pudding. As the scent of pudding began to travel up her nostrils, it's sweet aroma was enough to cause her mouth to start to drool.

While still a bit hesitant, she slowly moved her tongue towards the pudding, just enough to just barely taste the pudding. As soon as the pudding touched her tongue, her eyes quickly lit up with excitement as she felt the food tickle her taste buds. Without another thought, her lips were already deep into the pudding. Taking an overly amount of delight with every lick and bite.

As she gorged down on the pudding, Brain's eyes shifted back to the TV. While the previous show she was watching had long since ended, what was now playing was a live music concert, and on stage was none other than Queen Rapsheeba.

From the very moment Brain laid her eyes on her, she found it nearly impossible to look away. She wasn't even sure what was going on, all she cared about was this rather beautiful woman.

The way she moved around free and unrestricted. The way her hair swayed back and forth as the wind brushed against her. But most of all, her gorgeous body-a body of which made Brain feel a bit of resentment towards her.

Finally freeing herself from Queen Rapsheeba's beauty, she was able to look away from the TV, only to almost instinctively found herself staring at the nearby mirror. Brain hadn't previously put much thought into how she looked, or what she even was, but the more she stared at her reflection, the more Brain began to feel as though something were missing.

Brain let out a sigh. She was so heavily focused on her reflection, that she didn't so much as to hear her chamber doors opening once again. This time it was but Skrawl who had appeared, being followed closely by four Beanie Boys.

In a well mannered tone, Skrawl asked, "So, how is my lovely Brain doing?"

The sound of Skrawl's voice managed to break Brain's concentration, and she quickly turned her attention towards him. She felt charmed by Skrawl's chivalrous manners. From the very moment he had created her, Skrawl had been nothing but caring to her. His mere presence was enough to make her feel untroubled.

While uncertainty was filling her mind, she tried her best to hide it from her master.

"I'm feeling quite content, Master Skrawl."

"Excellent. I'm glad to hear so."

Brain shifted her eyes away from Skrawl, only to immediately direct her sights back over at him. Her mind was telling her not to say anything more, and yet one word still managed to escape her lips.

"...Although."

Skrawl's smile quickly faded following Brain's response. "Oh, is there a problem?"

Feeling as though she may have insulted Skrawl, she was quick to backpedal her statement. "No, no. It has nothing to do with you, or this place."

"Then what may I ask is the problem?"

Brain was now stumbling to find the right words. "I-I just feel as though something is wrong with me. Like I'm...incomplete."

"Incomplete...huh. It seems my creation is unsatisfied with how I designed her."

"No! I mean, well...I-I don't know."

Attempted to calm her down, Skrawl patted one of her eyes with his hand. "Now, now, Brainy. Don't be too hard on yourself. I understand exactly what your saying."

Following Skrawl's words, Brain tried her best to relax. "Y-you do."

"Of course. We exist in a very strange world, after all." As Skrawl continued, the tone of his voice seemed to get quieter. "Some may even be less than contempt with the appearance they were consigned."

Brain wasn't sure whether Skrawl's words were helping her, or just making her feel even more conflicted than she was previously.

"Yeah...It would be torture having to live everyday as something I don't like."

Skrawl let out a sigh. "Indeed. But I just want you to know that unlike the scribbles that were erased into this domain, you were personally created for a greater vision in mind. One of pure perfection."

"Y-you really mean that?"

"Well, of course, My Beautiful Brain. Now, I do hope you're feeling better?"

"Yes, in fact, I'm feeling much better." Brain was surprised how quickly Skrawl had managed to lift her spirits. "Thank you, Master Skrawl."

"It's my pleasure."

With that said, Skrawl's smirk soon returned. "Now, Brain...if you're feeling up to the task that is. I would like for you to join me in the training room."

Not sure why she would be needed in the training room, but Brain saw of little reason to question her master.

"Of course, Master Skrawl. Anything you ask."

Skrawl then ordered the four Beanie Boys to carry Brain out of the room, much like they had done earlier to bring her here. Seeing as she was nothing more than a brain, walking herself was most certainly not an option.

Brain couldn't help but feel a bit embarrassed having to by hauled around, as though she were a piece of furniture. Yet at the same time felt a certain satisfaction from doing so. Like an idol being worshiped by her followers.

On their way to the training room the group ended up passing through another room, which appeared to be a factory. Before them lay many machines and conveyor belts that stretched to the far ends of the room. Despite all the machinery, it seemed that the only purpose of this entire factory was to make a strange liquid substance.

Brain's eyes sparkled of curiosity, as she examined this strange goop. It looked very similar, in fact, it appeared to be the very pudding she had eaten previously.

While she knew it tasted good, she still had yet to find out what it was even called. "Master Skrawl, what is this rather delectable goop that is being made?"

"Rice pudding, my dear."

Now that she finally found out what did was, another question was soon on her mind. "Any reason you're making so much of it?"

Skrawl began to chuckle. "Oh, I'm just making sure that there's enough for everyone to receive some...dessert."

"Seems like quite a lot of dessert for just the few of us?"

"Oh, but this dessert is not for us. We're going to be sharing it with the many residents of Chalkzone."

"Well, that sounds like fun."

"Yes, yes indeed." A sly smirk appeared on Skrawl's face. "It's going to be quite the party."

"Will there still be enough for us, as well? I love rice pudding."

"Sure, though, I highly doubt you will say that once we add the secret ingredient."

"Secret ingredient...what would that be?"

"You see, this isn't any ordinary rice pudding. It's dairy-free, sugar-free, string bean-flavored rice pudding."

"What's so bad about that?"

"Oh, but I forgot to mention the last ingredient...raisins." As he spoke, he proceeded to pick up one of the raisins. The raisin itself was bigger than an average raisin, it fact, looked to be about the size of a potato.

Brain examined the raisins, still uncertain as to what was wrong with them. "Raisins, huh? They don't look so bad to me?"

Placing the raisin directly in front of Brain, Skrawl remarked, "Well, in that case, why don't you try one for yourself?"

While she thought it wise to take Skrawl's word for it, her curiosity got the better of her, and without another thought, she gobbled up the raisin right out of Skrawl's hand.

Almost immediately after she had eaten it, she quickly found herself wanting to spit it back out. The mere taste of that awful fruit was enough to make her feel sick.

"Eww...these raisins are most disgusting? How can any living creature possible eat them?"

"Only the most vile monster could have come up with this abomination."

With that done with, Skrawl quickly changed the subject. "But, I hope you're not feeling nauseous already. We still have a lot of preparations to take care off."

Still cleaning the taste from her mouth, Brain remarked, "As long as I never have to be near those raisins again, I'll be ready for anything."

"Very good. Now, please, follow me. We've already wasted enough time on this little detour."

The group then left the factory, and made their way to a large sealed off entrance. Skrawl proceeded to activate the control panel, which then opened the door in front of them.

On the inside of the room appeared to be that of a small arena. They walked further into the arena, and made their way into the center of the room, to which Skrawl then ordered the Beanie Boys to place Brain on the ground.

Brain wasn't sure whether or not she should be nervous or excited. All she knew was that the anticipation was killing her.

"What's going on, Master Skrawl?"

"We're about to teach you how to use your powers."

"M-my...powers?"

"Why yes. You must feel them within you. When I built your brain, I designed you to be able to control the minds of others."

"I can control other people's minds?"

"Yes. You have quite the power hidden in that gorgeous brain of yours-Once you figure out how to use it, no one will be able to stop you. So, are you ready to get started?"

"Umm...yes, Master Skrawl."

"Good. Let's begin." Skrawl than order three Beanie Boys to stand directly in front of Brain. "Now, Brain, I want you to focus your eyes on one of the Beanie Boys. Can you do that?"

Following Skrawl's command, Brain focused her eyes on one of the Beanie Boys, as she waited for his next order.

"Now using your mind, summon a wave of energy, and use your eyes as vessels to transfer that energy wave from your mind, and directly at the Beanie Boy.

As Skrawl instructed, Brain focused her mind to summon a wave of energy, after which she attempted to fire it at the Beanie Boy, only for nothing to happen.

Skrawl was a bit disappointed, but he figured she still needed to warm up. "Hmm...try once more. Perhaps put a bit more effort into it."

She tried once again, this time focusing even more energy into creating a wave of energy. Unfortunately, no matter how hard she tried, it proved to no avail.

"My apologies, Master Skrawl. I don't think this is working."

"Gee...what gave you that assumption?" Skrawl's calm demeanor was beginning to fade away.

He let out a sigh. "Okay, Brain, they us start from the beginning. Just follow exactly what I say. Now, close your eyes."

As commanded, Brain proceeded to shut her eyes.

"Good. Now concentrate every nerve in your mind. Do not think about anything else, but what I tell you. In your mind, picture the image of that wave of energy-see it as clear as day. Now, when I say so, you will release it."

She could see an image forming in her mind, yet it was still unclear to her. It was like an unfinished puzzle. She could almost make out what it was, but there was still a few pieces missing. She felt so close, yet something was still holding her back.

"Now, My Beautiful Brain!"

She wasn't sure why, but at that very moment the blurred image became as clear as day. She could feel a sparkle of energy resonate throughout every nerve in her brain, which jolted down into her eyes. In a bright flash of light, she shot a beam of energy from her eyes, that struck directly at one of the Beanie Boys.

For a moment she wasn't sure what had just happened, but one glance at the Beanie Boy, whose pupils were now nothing more than swirls that move aimlessly in his eyes.

Skrawl was overjoyed. He was near ready to jump in excitement at Brain's progress. "Well done, Brainy!"

"T-thank you, Master Skrawl." Brain took a moment to breathe. The process had taken more out of her than she had figured.

"Now you see what you are truly capable of."

Still trying to catch her breath, she replied, "Yes...yes, I see."

"Well then, you think you can handle a bit more?"

"I will not let you down. I promise."

"Good. Then I want you to do that again, but this time do you think you can take control of all three Beanie Boys at once."

Once again Brain focused all her power on the Beanie Boys. While she still felt some struggle, she found it far easier this time to create an energy wave. It was already starting to feel natural to her, as if she had always known how to do it.

"Splendid! Simply splendid!"

With all the Beanie Boys now under her control, she thought it would be funny to order them to start dancing. Soon music began to play, as a bunch of strobe lights appeared, as if out of nowhere. Brain and Skrawl watched in excitement as the room quickly transformed into a dance club.

Skrawl began to laugh once again. "This is turning out better than I had imagined. Now with your powers at hand, Chalkzone will be ours. What do you think of that, Brain?"

"It sounds most fitting, Master Skrawl."

"Haha...Indeed. Soon, even the great Rudy Tabootie will be at my command."

"...Rudy?"

"My arch-enemy. He'll pay, just like the rest of them. But we'll get to him in due time. For now, let's get prepared for our takeover of Chalkzone."


With her training complete, Skrawl led the Beanie Boys, who were once again carrying Brain, just outside of their base, and into a large empty field. They placed her down and without delay, quickly assembled a bracket around Brain that connected to the disc below her. Positioned on top of the bracket, right above Brain was a throne, that sat none other than Skrawl. His throne was equipped with a control lever that allowed him to be able to influence Brain's power.

"Are all preparations ready?" asked Skrawl.

"Ready boss," replied a Beanie Boy.

"Excellent. Prepare for takeoff."

With their surprising strength, the four Beanie Boys lifted up Brain, carrying the group high into the sky. Following Skrawl's direction, the Beanie Boys flew the group forward through the air.

Brain tried not to look down. She was feeling a bit uneasy about being up so high.

She took a deep breath, trying her best to relax. After a few minutes of flying, though, Brain was starting to get the hang of it-even finding the whole experience to be quite fun.

She looked down at the world below. While Chalkzone was always a beautiful and rather imaginative site, from her view it looked even more gorgeous than ever. She found it to be absolutely breathtaking.

While Brain was marvelly the sites, their trip was, unfortunately, just coming to a end, as they could see what appeared to be a town just ahead of them.

The town itself was small and remote, with but a few house and stores. It looked almost cut off from the rest of Chalkzone. The perfect place to begin their takeover.

As they drew closer, Brain's large form caused a slight eclipse, creating a equally large shadow that covered the entire town.

Curious of the sudden darkness that now filled their town, the few residents began emerging from their homes. To their shock, they found that of a gigantic brain advancing towards them. Instinctively, their first reaction was to run away as fast as they could.

Skrawl was a bit annoyed by Brain's sloppy invasion, which had giving the Zoners a chance to flee. He was hoping to catch the them off guard, and take them out in one swift stroke.

While the majority of the residents had managed to flee before they could arrive, Brain did manage to quickly swoop down in front of a lone female Zoner, blocking her only escape.

She tried to turn back, but Brain was already in her path once again. Terrified, she began backing away in fear, only to find that she had nowhere to go.

While still a bit taken back that they only managed to capture one Zoner so far, Skrawl did not let this minor setback get him down.

"Good. Our first catch of the day," replied Skrawl. "Now Brain, take control of her mind as you had done before."

Despite what Skrawl commanded, Brain couldn't help but feel a bit hesitant for a moment. It was one thing to control take control of the Beanie Boys, who were willing to be controlled, but staring down at this innocent Zoner who was fearful for her life was something Brain did not anticipate.

"What are you waiting for, Brain?"

"I...I don't know."

"Now, now Brain. I hope you aren't feeling pity for these beings. They are far beneath you. You are a being of greatness...of power. Not some mere insect like these pathetic cretins."

Brain continued to stare at this lone Zoner, who was mere moments away from begging for her life. Letting out a sigh, Brain proceeded to close her eyes.

For a moment the lone Zoner felt slight relief, thinking as though she might be spared. However, almost instantly as Brain had opened her eyes, she had blasted the Zoner with an her brainwave-taking complete control over her mind.

When all was done, Brain wasn't sure how to react. She felt almost empty inside. For a brief moment she felt a bit of remorse sweep over her, but it soon faded away when she heard Skrawl's voice.

"See, I knew you had it in you. Don't you feel much better now?"

"I-I feel strange."

"Oh, now, don't be like that. Look, I tell you what. Why don't you tell her what to do. She is under your control, after all. You can make her do whatever you want."

Brain glanced back down at the mindless Zoner before her. "Umm...okay. I order you to…" Brain wasn't sure why, but the very first thing to pop into her head, that then escaped her luscious lips was to, "...Crawl on the ground like a worm."

Without a second thought, the Zoner did Brain commanded. Hastily dropping to the ground, and began crawling around as though she were a worm.

"Interesting," remarked Skrawl, as he watched in amusement.

While surprised by what had just escaped her lips, she couldn't help but find enjoyment in watching this lifeform crawl around before her. She felt a certain pleasure from it.

"Well, I think we've wasted enough time on this one Zoner," said Skrawl. "I do I hope you're not going to be this hesitant with the rest of them-otherwise we are going to be here all year."

Brain did not reply. She only proceeded to roll her eyes as they began to take off.

The group then went after the remaining Zoners who had tried to escape. They captured them one after the next until everyone within the town was under their control. By the time they had finished with the town, Brain was beginning to feel more and more comfortable with controlling the minds of others.

Leaving the town, they quickly went to the next town over, and proceeded to do the same with every Zoner within that town. After which, they then went to the town after that, and making their way into a few cities as well. One by one they took control of every town and city across Chalkzone, brainwashing every Zoner in their wake. It wasn't long until there was but one city left-and that very city was already in their sights.

Much like with their previous stops, they landed in middle of the city. However, unlike with the other cities, the citizens were already waiting in the streets, armed with whatever they could find lying around. They've heard about a large brain attacking Chalkzone, and were hoping to be prepared for her arrival.

The numerous Zoners approached Brain, surrounding her from all sides. They did not attack, just stood ready in defense. Waiting for her to make the first move.

Brain glanced around at all the angry and frightened faces that surrounded her. She felt a bit unnerved, as she cautiously waited for Skrawl's command.

Breaking the silence, Skrawl stood up, and in a gleeful tone said, "Greetings, my fellow Zoners," For those of you who do not know me. I am Skrawl. You're new leader."

"Leader!?" remarked a voice from the crowd. While no one knew at first who had replied, the voice was, however, soon given a face, as a blue and white Zoner appeared from among the crowd.

"Leader. You're no leader."

"Ooh, if it isn't the little scribble, Snap."

"Look who's calling who a scribble."

"Heh, I wouldn't be so boastful if I were you."

"...And why is that."

"Let's just say that I have a bigger brain...Hehehe."

"Doesn't matter. Just like last time, and the time before that, and the time before that-you're going to lose, and then you're going to run home crying."

"Oh, I don't think so. Not this time."

"Well, just wait till Rudy gets here. Then you'll be in for a whomping."

Rudy? Brain thought. There's that name again. This Rudy must be quite the warrior if he has defeated my master time and time again. I wonder what he looks like?

Skrawl got even more zealous by the mere mention of Rudy's name. He had hoped that Snap would mention him.

"Oh, yes...Rudy. I have my plans already set for him-and you wanna know the best part is? You, and all your little friends are going to be his bait."

Confused, Snap asked, "W-what do you mean bait?"

"Please, allow me to show you," said Skrawl as he snapped his figures.

For a moment everyone went silent-not sure what to expect. While everything seemed fine at first, they soon heard a sound coming from the distance-the sound of many, many footsteps drawing nearer towards them. It started off quiet, but soon grew louder, as they got closer and closer. With the footsteps growing louder, they began to see shadowy figures emerging from the far ends of the streets, and from alleys, from the bushes. They were coming from every direction.

Once these shadows were in eye sight, it became clear that these creatures were in fact other Zoners, but even then something was off about them. The way they walked felt unnatural. It was as though they had no control over their bodies. They were like zombies coming to feed off the last living survivors.

Once the lifeless Zoners were mere feet from the group they came to a sudden stop. They had now completely surrounded the area, leaving them no where to possibly run.

The remaining Zoner stood frozen in place. It was like they were in a nightmare. But what made it even worse was the fear of what Skrawl and this brain of his planned on doing with them.

Breaking the silence, Skrawl replied, "Magnificent, aren't they?"

Neither Snap, nor any of the Zoners replied back. They were much too afraid to so much as to move a muscle, let alone speak.

"Well now, with that all said and done, how about we get this over with. Shall we?"

Brain advanced her eyes down to Snaps level, staring him face to face. His horrified expression reflecting off of Brain's eyes. In what was just a flash of light to then, Snap, and all the remaining Zoners were consumed by her mind, and now helpless to her control.

Snap was the last of the Zoners to be fully brainwashed. With what was his last bit of free will, he let out but a desperate plea.

"...Rudy."


Like perfect, obedient soldiers, the many Zoners followed Brain's command without question. Skrawl had Brain lead all the Zoners out of the city, and far off into the lush green fields of Chalkzone.

Brain wasn't quite sure where they were heading, and even when they got there, what Skrawl planned on doing with all the Zoners. But among all these questions, there was one that was pestering her the most. One that she just needed an answer to-and finally she had gathered the nerve to ask.

"Why do you hate this...Rudy Tabootie, Master Skrawl?"

Skrawl had practically froze in his tracks. He would never had expected Brain to ask him that question. However, after a few seconds he had lastly responded.

"Let's just say that Rudy is an ametuer artist."

"W-wait, are you saying that this Rudy is...your creator!?"

"In a sense, yes."

"That's...that's intriguing. So, he created you, much like you created me."

Brain felt fascinated by this new bit of knowledge that she had just required, yet it still hadn't managed to answer her question. "But if he's your creator, why do you hate him? Shouldn't you be delighted that he created you?"

"Delighted...You act as though my creation was a positive thing."

"Why wouldn't it be? I for one am quite pleased that you had created me."

"Well, my dear Brain, unlike Rudy, I created you to be perfect...the ultimate lifeform. Not some disjointed-" Skrawl paused for a moment before continuing "...Freak."

Their conversation quickly turned to silence. Brain wanted to say something, but she could not find the right words to speak-and judging by Skrawl expression, it was most likely best to drop the subject.

After a few minutes, Skrawl and Brain had made their way out of the lush green fields, and were now entering a vast desert. It wasn't long after they had reached the desert that their journey had soon come to a close, as they stopped just before a large empty canyon.

On Skrawl's orders, Brain made the Zoners climb their way down into the canyon, and once they had reached the bottom, they then stood as a group in the center.

"Have all the Zoners been collected, Brain?"

"Not yet, my creator. There's one more at three o'clock." Brain than glared off towards the distance, to which Skrawl followed.

Taking out a small telescope, Skrawl remarked, "Let's have a look-see." In the distance he could see what that of a lone chalk girl screaming, as she desperately fled for her life.

"Ha. Good catch, Brainy, " said Skrawl. "Do your thing."

Brain charged up another energy wave, and shot it at the young girl. Even at such a far distance, the girl was unable to escape Brain's blast. Within seconds after being struck, the girl was completely under Brain's control, and now heading back towards the canyon.

With everyone now trapped within the canyon, Brain than floated above them. She glanced down at the citizens below, unable to take her eyes off of them. She felt fascinated by these mindless drones. They seemed so small to her. So insignificant. Like little ants in an ant farm. They existed in their own little world, yet she was the one that owned them.

"Hmm...I'm finding controlling these...creatures to be quite amusing, Master Skrawl."

"It's a lot of fun now, isn't it?"

"Fun...indeed."

She continued to glare down at the citizens, only for her focus to leave the Zoners, once she hear a voice coming from the distance. The voice of a young boy.

"That's it! Skrawl. I don't know what you're up to, but the jig is up!"

The boy, who had rockets attached to his shoes, flew right up to them. There he stood face to face, showing no fear whatsoever.

"Get ready to eat chalk."

Brain was intrigued by this child. He seemed different from the Zoners she had seen already. For one, he wasn't made out of chalk, but it was something more-it was how courageous he was. Unlike everyone else, he seemed unfazed by her magnitude. Perhaps he was just foolish, and didn't truly know what he was truly getting himself into.

"Oh, I don't think so," remark Skrawl gleefully. "You won't be feeding me chalk, you will be handing it to me."

"Or what?" asked Rudy.

"If you don't hand over the magic chalk, I shall have my Beanie Boys bury all these fine Chalkzone citizens with rice pudding."

Rice pudding? Brain thought. That was Master Skrawl's plan? Either he really is an evil genius, or I've seriously been giving him a bit too much credit.

"Ha, rice pudding...so," retorted Rudy. "We like rice pudding, don't we Zoners?"

"Not just any rice pudding, Tabootie. Dairy-free, yeast-free, gluten-free, sugar-free, stringbean flavored rice pudding...WITH RAISINS!"

Rudy carefree demeanor faded into distraught by the mere mention of raisins. It was as if he had heard the most horrifying thing he had ever heard.

"Huh, No! That's inhuman. I won't let you get away with it."

"Oh, yes you will. Zap him Brain!"

Skrawl then pulled the lever on his throne, activating Brain's brainwave. With only seconds to react, Rudy was fast enough to use his chalk to draw a pair of goggles, of which not only made him immune to Brain's mind control, but allowed him to reflect the blast right back at them. Fortunately for Skrawl, the blast just barely missed him, only to strike three of his Beanie Boys.

Impressed, Brain remarked, "Say, this kid's good."

Was this the Rudy that Skrawl had mentioned? Brain thought. My mind must be playing tricks on me, because I could have sworn he had just created those glasses out of thin air. But that can't be possible. No one could do something that...divine. It must be a trick. This boy is clearly just trying to play me for a fool, and I would be suckered into this illusion.

The hypnotized Beanie Boys flew up beside Brain, once again singing their song, only this time with a minor change in the lyrics.

"Beanie Boys, Beanie Boys

We're the boys that Brain employes."

While Brain normally found their song to be annoying, however, this time a lot of satisfaction with this particular verse.

"Oooh...I like the sound of that."

Skrawl was growing irritated, even more so after Brain's comment, "Well, I'll have you know that I'm still in charge here!"

Skrawl than pushed the lever to it's top setting, hoping that this might be enough to take Rudy down. "See if you can handle an adult portion of Brain's power, Tabootie."

Brain once again charged up another energy wave, but Rudy was prepared, as he split the chalk into two halves, and proceeded to draw a pair of frying pans.

While this energy wave was far stronger to block than the previous one, but using the frying pans, Rudy still managed to reflected the blast away from him, and into the sky above.

Brain was growing even more amazed by this kid. "Wow! Impressive!"

Is this really for real? Brain thought. How can such a power even exist? Just imagine what someone could do with it. Hmm...just imagine what I could do with it.

Skrawl, now more angry than ever, ordered the Beanie Boys to start shovelling the rice pudding onto the Zoners in the canyon.

"Let them have it boys," said Brain.

Not wasting any time, Rudy hastily flew to the side of the canyon, and in mere seconds had drawn a large box of plastic wrap, of which was wider than the canyon itself. He grabbed the end of the plastic wrap, and flew it across the canyon, catching every ounce of rich pudding before it could reach the Zoners below.

"This creator is opening my eyes to a whole new world," said Brain

She knew she could no longer deny the power she had seen. She didn't know how he managed to do the things he did, but using that piece of chalk, he was able to create anything he desired.

Skrawl was at his wits ends. He could no longer hold back his anger. Throwing his arms into the air, he began shouting to the heavens, "Why do you always have to undermine my evil scheme!?"

Brain felt a little belittled by Skrawl's comment. "Don't you mean our evil scheme, Skrawl?" remarked Brain, advenacing her eyes up to Skrawl.

Now directing his anger towards Brain, Skrawl shouted, "I am the evil schemer, and you are my creation! You do what I say, and I say zap that chalk out of that little artist boy...NOW!"

Brain did not respond, she just continued to glare angrily at Skrawl.

As Skrawl began to realize that Brain had not followed his orders, he desperately began to pull the lever back and forth. Unfortunately, no matter what he did, Brain refused to leave her position.

"Huh...what has happened to My Beautiful Brain?"

"Your brain, I think not. It's my brain. My choice!"

Brain shot an energy wave at Skrawl. Now under her control, Skrawl proceeded to walk forward, only to fall from his throne, and into the canyon below.

With Skrawl now defeated, Brain approached Rudy, and in a graceful tone said, "It's time for us to join forces, Master Tabootie."

Rudy was overjoyed by what had just transpired. Not only did Brain defeat Skrawl for him, but it looks as though he won't even have to face her after all.

"Wow, thank you Brain. This is great!"

"Not so fast! Great creator. I need you to do some work for me...first."

"Work!? What do you mean work!?"

"I saw how you were able to draw things in midair-things that became real."

As she spoke, she used her mind to created illusions of the goggles and the frying pans, the very objects that Rudy had previously drew when he was battling Brain.

"I want reality. I want mobility. I WANT IT ALL! Rudy Tabootie...Draw me a body!"

Using her powers once again, Brain formed a large stream of energy that flowed from her eyes, down to the ground below. Once it had reached the ground, the energy began to spread outwards, creating what looked to be the figure of a female body. With the energy surrounding Brain, it made her look as though she had an actual body of her own.

"...And then I'll be the most powerful being in the universe."

Rudy, desperately trying to not get swept away by the stream of energy shouted back, "I don't think that it such a good idea, Brain."

"I'll do the thinking around here, got it!"

"Or what?"

"Or I'll give everyone chicken brains."

Brain than shot an energy wave blast down at the Zoners in the canyon, which caused them to start acting as though they were chickens.

"They'll stay this way until I get what I want. Now make with the body art!"

Out of options, Rudy now found himself at Brain's mercy. "Fine, I'll give you a body."


Rudy starting working from the ground up, beginning with the feet and moving upwards to the top of her head. The feet themselves weren't a particular challenge-he just had to make certain that they could support the rest of her soon to be drawn body.

With her feet out of the way, Rudy was able to quickly draw her ankles all the way up to her shins, all of which were covered up by a pair of grayish boots that reached about halfway to her knees.

Rudy was just about to start working on her knees, when he was suddenly interrupted by a seemly impatient Brain.

"So, how's my new body coming along?"

Rolling his eyes, Rudy replied, "Well I haven't even finished drawing your legs."

"Ooh...so you're not done yet?" Brain seeming almost oblivious to how enormous a project she had Rudy design for her. "What's taking so long?"

Rudy was starting to grow a bit irritated, "It's only been like five minutes."

"You sure. Damn, it feels like it's been an eternity."

Like a dog longing for the leftovers of a meal, Brain couldn't contain her enthusiasm. "I'm just so excited, I can hardly wait another second."

"Well, Brain, let me ask you a question. What would you prefer, art, or a poorly made sketch?"

"Umm...art, I-I suppose."

"Well you can't rush art!"

Rudy comment was enough to finally get the message to sink into Brain's thick brain, to which she decided to back away, and leave Rudy to finish drawing her body in peace.

With his mind at ease, he had soon finished drawing her knees, and upwards to her lower thighs, all of which Rudy had made sure to be completely clothed in a skintight, navy blue jumpsuit. However, the very moment he had reached where her lower body was to be, he had suddenly stopped.

Noticing that Rudy had stopped drawing her body, Brain was quick to ask, "Is something the matter, mister Tabootie?"

Feeling a bit nervous, Rudy replied, "Umm...no. Everything is alright."

Not quite sure what Rudy was up to, and she certainly wasn't in the mood to play games. "If everything is alright. Then why did you stop drawing my body?"

A little bit of sweat began to drip down from Rudy's head as he desperately tried to find the right words to speak.

"Well...well, you see."

Brain was getting annoyed, "Yesss..."

Rudy could no longer keep himself from blushing, it wasn't long before his whole head was beginning to turn red, "I-I...I just...well, you see..."

Brain had reached her limits. She was no longer going to play whatever stupid game Rudy was trying to pull on her.

"Okay, either you tell me what the problem is, or I will make your dear friend Snap think he's a...vegetarian."

"No, wait! Stop! Okay, okay, I'll tell you."

Rudy breathed in a breath of air, as he tried to relax himself enough to speak. "I...I just find it a bit weird having to draw a...a fe-female's...b-b-b-body."

Brain felt a bit puzzled by his comment, but after seeing his anxious expression, it wasn't long before she had caught on.

"Oh...Ooooh. I see what you mean. I can imagine that this whole dilemma must be a bit awkward for you."

Rudy was trying his best to simmer down, "Yeah. I've only ever been kissed by a girl my age. I've never even thought about a fully grown w-woman."

A thought soon merged in Brain's mind, that of which caused her to turn a bit red as well. In an attempt to lighten the mood, Brain made a carefree joke, that of which she had almost immediately regretted saying.

"In hindsight, I am at the very least grateful that you decided to draw my body fully clothed."

Neither Rudy nor Brain said a word, nor even made eye contact after Brain's previous statement. Nothing but a rather awkward silence filled the area.

After what felt like forever, the two finally returned to their business. Never to bring up this conversation every again.

Pushing aside his embarrassment, Rudy covered his eyes, while just barely peeking between his fingers, as he began drawing her hips and buttocks. With his now limited vision, he unintentionally ended up drawing her butt much bigger than he had intended. Seeing as changing it was out of the question, he decided it was best just to leave it and move onward.

Following afterwards was her waist, which was so far the easiest part to draw, as it mostly just required him to curve inward on her abdomen, and then back outward as he reached her chest.

For no particular reason, after drawing her waist, Rudy decided to also drew a teal-green belt around her waist, with a gold belt buckle directly on the front of it.

Once he started to draw her chest, much like with her buttocks, he figured it was best to cover his eyes once again. He thought this would be simple-just draw up two large, spherical shapes, and quickly move on. Unfortunately, curiosity got the better of him, and he uncovered his eyes just enough to find himself mere inches away from Brain's two rather ample breasts.

Rudy stared blankly upon them, as though he couldn't look away. They were like an optical illusion-a rotating spiral, that was hypnotising to his ten year old mind.

His face once again turned red, even redder than before. Almost subconsciously, Rudy reached his arm forward towards her body, gently placing his hand on her left breast, which was fortunately covered up by her jumpsuit. Instinctively, he began to squeeze her breast, which felt so tender and squishy, as though it were made out of Play-Doh.

Despite Rudy's completely mesmerized mindset, he was immediately snapped back to reality when he heard an all too familiar voice.

"Rudy!?"

Confused and startled by this sudden interruption, Rudy now found himself at an almost complete loss of words.

"Yes!...what!? I wasn't doing anything!"

"Oookay." Brain seemed almost as puzzled as Rudy. It was fortunate for him that Brian just happened to be a little too preoccupied to notice what he was doing.

"So, I was thinking. What do you have in mind for my hair?"

Rudy took a brief moment to relax. He had been expecting a scorn, but instead he got a rather petty question.

"Y-your hair?"

"Yes, of course. What color do you think would go best with my new body?"

Rudy hadn't exactly thought much about her hair. It seemed like a minor detail in this already major project he was forced to construct. Just to give her any response, he said the first hair color he could think of.

"Umm...I was thinking of making you a brunette."

"A brunette? Hmm...may I ask why you choose that?"

Not sure of what to say, Rudy quickly sprung up the most reasonable response that he could possibly think of. "Well, you are a brain."

Puzzled, Brain replied, "I'm afraid I don't follow."

"Well, aren't brunettes suppose to be...you know, smart?"

Brain pondered it for a moment, only to immediately disregard the whole idea. "I've never heard of that before. Personally, I was thinking more along the lines of being a redhead. I'm pretty sure I can pull that off."

Rudy considered the idea, and despite knowing Brain being a redhead wouldn't work, he figured it would be best just to agree with her.

"Redheads are pretty cool, I guess."

Not exactly the response she was looking for, she again continue to pester him until she got the correct response.

"So, what do you say then?"

Not sure what else to say, Rudy bolded stated, "It's your hair, not mine. You choose."

Before Brain had a chance to speak again, Rudy quickly added, "But make sure you know for certain, because once it's drawn, it can't be changed."

Brain was a bit taken back by Rudy sudden dominate tone, but at the same time, she knew he was right. "If that's the case, I don't want to choose something I may regret." Brain continued to think to herself about all the possibilities, until at long last she had decided. "Okay, I think I'm going to have to go with blonde than. It's much more practical."

Hoping to be finished with this whole discussion, Rudy asked, "Is that your final decision?"

Certain that being blonde was the best alternative, Brain concurred, "Yes. Yes, it is."

"That settles that. With this conversation now taken care, Rudy was hoping to get back on track. "Now if you can stop interrupting me, then I might actually be able to get your damn body finished already!"

Once again, Brain was a bit peeved by Rudy's sudden aggressive tone.

"No need to be so hostile. Psh, artists."

Rudy got back to work finishing up her upper torso, as well as giving her a neck. After which, he then draw her arms, which dangled lifelessly to her sides, almost long enough to reach her knees.

Her body was nearly complete. All that now remained was her head, and with Brain having to be stationed into it, it may yet be the most difficult part he had to draw.

Connecting directly to her neck, he drew a spherical-like shape that stretched upwards. Taking mental notes previously, he had to make sure her head was just large enough to accompany Brian's massive cranium.

Along the way, he also made sure to leave several open holes on Brain's head for her eyes, ears, nose, and mouth to be inserted later.

When Rudy had only drawn three-fourths of her entire head, he stopped, leaving the top of her head incomplete. He purposely did so, in order to allow Brain to be placed inside of it.

From her feet, all the way up to the top of her unfinished head, her body now stood several hundred feet in height.

While being blackmailed into drawing it, Rudy felt a certain satisfaction in how it turned out. It was without a doubt his biggest, and most complex drawing he has, and probably ever will draw again. For that he felt proud.

Despite Brain not technically being his creation, with this body soon to be a part of her very being, he couldn't help but feel that she now was one of his own creations.


In the distance her body stood like a tower ascending over the heavens. It was so tall that it managed to eclipse the sun, causing a shadow to appear across the land.

The sudden darkness soon caught Brain's attention, as she glanced over towards the source of this eclipse. What she soon saw caused her eyes to sparkle in excitement. She could no longer could hold back her enthusiasm. Without wasting another second, she hastily advanced over towards her new body as fast as she could.

The closer she got to her body, larger it seemed to get-to the point that as soon as she stood at ground level just opposing her body, she could just barely see the top of her head.

It was magnificent. Absolutely phenomenal. She couldn't believe that this was really happening. Was this just a dream, an illusion she had created in her head. She was almost afraid to blink her eyes, in fear that in that split second her body would vanish into thin air.

Despite her overwhelming praise, she managed to found but a minor issue. She thought at first that it was just her imagination, yet, she couldn't help but feel as though something was off.

"Hmm...Is it just me or did he draw my butt a bit too big."

While concerned at first, she decided to just shrug it off as just a minor nitpick-something of which she'll get used to overtime.

After she at last was done admiring her new body, she ascended up to her head, where Rudy was finishing up a couple of minor details on her face.

In an overzealous manner, Brain shouted, "I love it! You truly are a great creator!"

Brain, not wanting to be apart from her body any longer, she commanded the Beanie Boys to drop her into the head. However, before she was able to, she was quickly stopped by Rudy.

"Wait, wait, wait, wait...you can't just drop in. Your eyes, ears, nose, and mouth have to be feed through the proper holes, and reconnected into their proper spots."

Brain's joyous expression quickly faded into that of suspicion. Her eyes now locked on Rudy-wondering as to why he had created her body like this in the first place.

Trying his best to not look nervous, he continued. "...And to do that, I will need the help of Skrawl."

"Skrawl!?" shouted Brain. "You want the help of your arch-nemesis!?"

"Well, he's the only one that knows where your wires go," replied Rudy, as the two of them glanced down at the brainwashed Zoners. "I'll also need Snap-an assistant I can trust."

Brain was hesitant to respond. Despite how much she longer for her body, she knew in the back of her mind that something was fishy about what Rudy was up to.

"Well…"

For added persuasion, Rudy grabbed the sleeve at the end of her body's arm, and began tenderly swaying her soft hand in front of Brain's face.

"Just think. All this could be yours."

Back and forth, her hand swayed. Brian never taking her eyes off of it. It was hypnotic. For a moment all doubt, all worry left her mind. She couldn't process anything except that beautiful body that was only moments away from being hers.

"Oh, okay," said Brain.

Brain than ordered the Beanie Boys to bring her to the surface of the canyon. Seeing both Skrawl and Snap in sight, she blasted an energy wave at them.

Once free from Brain's control, Rudy then swooped down, grabbing both Skrawl and Snap, and flew them up out of the canyon, dropping them right in front of Brain.

While Brain still had a bit of built up anger towards Skrawl, she still couldn't help feel a certain delight seeing him once more.

"Okay, Brain, listen up. I'm going to have to disconnect your eyes, ears, nose, and mouth. Temporarily, of course."

"How do I know I can trust you to replug all my parts?"

"Hello," replied Snap. "In case you haven't noticed, you've got all the citizens of Chalkzone scratching around like chickens."

Adding to Snaps comment, Skrawl remarked, "You know, he's quite right, My Beautiful Brain-and only you can bring them out of the spell."

Despite what Rudy and Snap had said, it was Skrawl's words that she had truly found the most convincing. Perhaps it was just hearing him call her My Beautiful Brain once more, but for whatever reason, his words felt genuine to her.

"Ah, yes. But I knew that!" Now free of any worry or doubt, Brain had only but her new body to look forward to. "Let the operation commence."

Brain wasn't too fond of the notion of having her own mind shut down. The very idea that she would no longer exist was enough to terrify her. But her fear of the unknown was outweighed by the desire of her new body. Afterall, what was hour of limbo, when knowing that when she wakes up, she will be the most powerful and gorgeous being in the universe.

Brain quietly shut herself down. It took a several seconds before all of her senses had completely faded out. While it wasn't painful, she felt as though she were passing away.

With the last bit of willpower she had left, Brain glance up at precious body that towered before her. Her eyes began to tear up, as her sight started to blur. She could no longer even make out what she was even staring at. It was just a mess of colors and shapes. It wasn't long before everything around her faded to black, to which Brain became completely motionless.


With Brain now out of commission, Rudy, Snap, and Skrawl began working on connecting her to her new body. The first thing they did was disconnect her eyes, ears, nose, and mouth from her brain, and after a quick overlook of Brain's blueprints, Rudy began ordering the group as to where each part should be reconnected.

Frantically, Skrawl shouted, "But, but, but, but...that will-"

"Shhh," said Rudy, as though he thought that Brain could still hear them. "It's our only hope to get us out of this mess, that you got us into."

For once Skrawl was at a loss of words, and against his better judgement, he figured it might just be best to follow Rudy's command.

"Beanie Boys!" shouted Rudy. "Drop Brain into her new head."

While the Beanie Boys were hesitant to listen to Rudy at first, it was only after they had received approval from Skrawl that they then followed his orders. Steadily they floated her brain just above her head, to which they then placed it inside her cranium. Her brain fit perfectly within her head, even leaving enough space below for Snap to maneuver around in order to reconnect her wires.

"Bring that eye over here, boys," remarked Rudy.

Without delay, the Beanie Boys picked up one of Brain's eyes, and brought it up to where Rudy was positioned.

"Ready Snap?"

Snap, who was peeking out her right ear hole, as though it were a window responded back with a simple, "Aye aye, Rudy."

Rudy then had the wire feed into her head, to which Snap plugged it into a socket on her brain. He then received the next wire-and one after another, until all of her parts were connected back to her brain.

"Okay Rudy, she's all hooked up," replied Snap.

With her Brain now reconnected, Rudy then drew the remaining top of her head, sealing Brain permanently within her new cranium. With one last detail, Rudy drew a beautiful wave of blonde hair, of which fell ever so gently to her shoulders.


With her body now fully connected, they had Brain activated once again-at last awakening her from her eternal slumber.

Brain had gained her conscious once more. While she was a bit disoriented at first, she had soon regained her normal mindset-or so she thought.

Naturally, her first instinct after regaining her composure would have been to admire her new body, but at the moment she felt completely unfocused. Even the beauty of her new body could not keep her being feeling distracted. In her mind she felt confused, as if thousands of thoughts were jumbling around in her head all at once. She tried to ignore it, but deep in her mind she knew something was off ever since she had reawoken. She couldn't quite put her finger on it, but something felt wrong. No...everything felt wrong.

Unbenounced to her, but when Rudy had her parts reconnected, he had them purposely connected in the wrong places. Which now made Brain look as though she were a scrambled up Mrs. Potato Head.

On the side of her head, where her right ear should have normally been, now was replaced with her eye. Her other eye was connected directly in the center of her face, where her nose previously was. Near the top of her face, where her eyes should have been, were now replaced with both of her ears. All the way at the bottom of her face, which would have connected to her mouth, was now replaced with her nose. At last on the left side of her head, where her other ear should be, was none other than her mouth.

In a sarcastic tone Rudy asked, "How's that Brain?"

Despite Rudy being directly in front of her, and even with her giant ears, she found herself just barely able to hear him.

"Huh…what was that? I'm having trouble hearing you." She then proceed to try and take a sniff of the air, only to find she could not. "...And I can't smell a thing."

Still confused as to what was happening to her, and why her senses felt out of her control, she clutched her hands on her face. It was only then when she had felt her eyes, ears, nose, and mouth, were all scrambled up randomly across her face that Brain was able to piece together what this boy had done to her. With her hands now tightly clutching the sides of her head, she shouted in a fit of rage.

"What have you done to me!?"

Confusion and anger swept through her mind, as she desperately tried to control her disorganized senses. But regardless of how much she tried, she found it impossible to figure out where each sense was resonating from.

"I'm smelling what I'm trying to say...and I'm hearing what I should be seeing."

With little control over her power, Brain unintentional shot a energy wave from her eyes. Surprised by it, she let out a scream, as the recoil from the blast nearly knocked Brain to the ground.

"I'm losing control."

She then shot off another blast that split into several directions, one of which headed downwards at the brainwashed Zoners still trapped in the canyon. Fortunately for them, the blast that Brain had struck them with reversed the hypnosis she had previously placed on them, freeing them from her control.

While the Zoners were dumbfounded as to what was going on, their confusement soon turned into fear as a large shadow emerged above them. As they looked up, they saw what appeared to be the rear of a giant woman near moments from collapsing onto them. With mere seconds before she would fall, the Zoners quickly scrambled for their lives.

Brain was waving her arms back and forth, as she desperately tried to keep herself from losing her balance. But try as she might, her body just could not hold out for much longer, and she soon found herself losing her balance and tumbling backwards into the canyon below.

As she fell, she unintentionally landed on Skrawl and the Beanie Boys, dragging them down with her. Despite her massive size, the canyon was still large enough to accompany her entire body.

As she struck the ground, her large body caused a shockwave, as though it were an earthquake. The shockwave was powerful enough to shake the land around them, which in turn, caused the large bowl of rice pudding to begin to shake rapidly. The bowl spun faster and faster until it had at last flung right off the table, and fell towards the canyon below.

With her one good eye on the center of the face, Brain stared up at the bowl of pudding, and for a brief moment, everything felt as though time was frozen. With mere seconds before a rather messy impact, Brain was just left with her thoughts.

How did this happen? It all feels like a blur now. Only hours ago I was experiencing the beauty of life for the first time, and now here I am with a beautiful body that I don't know how to control, a gorgeous face that's now messed up in ways I could never have imagined...and to top it all off, I'm stuck in a canyon about to be drenched in rice pudding. Oh, where did my life go so wrong?

Splat! The rice pudding felt directly on Brain's face, and then proceeded to bury her entire body, aside for her legs, which stood up above the the pudding, desperating kicking in the air to no avail.

The pudding was cold and sticky. She could feel it's gooey surface all across her face, sticking to skin, as well every strand of her once lovely hair. Some of the pudding also had made its way into her nose and ears, making it even more difficult for her to smell and hear. Ironically, the only place the pudding hadn't gotten to was her mouth, which she had kept shut throughout this whole ordeal.

She was, however, momentarily relieved that her skintight jumpsuit had kept the pudding from going any further down her body. Unfortunately for her, it didn't take too long before the rice pudding managed to swept down her neck and underneath her clothing.

She felt a shiver jolt though her body, as the cold pudding flowed down her soft skin. It went very slowly, as though it were literally trying to prolong her anguish. The pudding flowed over her breasts, down her abdomen, and at last stopped only once it had reached her butt.

Brain couldn't even begin to describe how she was feeling. The whole situation felt wrong on so many levels. Yet, despite how awkward she felt, she couldn't help but find the pudding to be quite soothing against her body.

Unable to keep her mouth shut any longer, she gasped for air, swallowing some of the pudding in the process. Despite her current situation, that delightful taste of the rice pudding was like bliss to her. It was as though she had almost forgotten the literal mess she was now it.

"Mmm...yum. I like rice pudding."

Surprised by Brain's sudden mood swing, Skrawl exclaimed, "But this is dairy-free, sugar-free, string bean-flavored rice pudding!"

"So…!?" remarked Brain, with pudding still dripping from her lips.

"With raisins!" replied the Beanie Boys.

Brain became silent. In her mind she could her that of horror music playing, as though she had just heard the most terrifying thing that they could have possibly have said. With her one eye, she nervously glared at the sticky paste that consumed her body, all of which was filled to the brim with millions upon millions of raisins.

"Not raisins!"

Following her shock, Brain let out a terrified scream. A scream so loud that it could be heard across the far reaches of Chalkzone.

Her first instinct was to try and escape her messy defeat, but in her current position, she found it nearly impossible to figure out how to even stand up. No matter how much she tried, she ended up fumbling back into the pudding.

Her legs were kicking even faster, as she began breathing much heavier. She tried once more to stand, reaching her arm to the edge of the canyon to give her some leverage. She pushed her body forward enough to pull herself upwards, allowing her head to peek over the surface.

The many Zoners who were watching from just outside of the canyon, stood in terror once they saw her disjointed face up close, that of which was now drenched with rice pudding.

As much as Brain tried to hold on, she couldn't support her body any longer. She had soon lost her grip, plummeting backwards into the pudding once again. As her body struck the pudding, it proceeded to cause a wave, that of which buried her within the rice pudding once more. Brain laid still, she hadn't the strength to even attempt to move at this point.

With all the excitement over, and Brain no longer a threat, the Zoners began to leave the area one after another, until everyone, including Rudy was gone.

Skrawl and the Beanie Boys, who were fortunate enough to avoid much of the rice pudding with Brain's body unintentionally shielding them, emerged from the canyon. His plans foiled, not by Rudy, but by the very brain he had created. While normally he would be angry, but this time he only felt disappointed. If there was one silver lining, it was the slight glee he felt in seeing Brain's humiliation. Even his more embarrassing defeats did not even come close to capturing how Brain currently looker. At least she had gotten what was coming to her.

"Well, Brainy, I hope you're happy. You're vanity ruined our takeover of Chalkzone."

Brain said not a single word to Skrawl. The only noise that managed to escaped her lips was that of an irritated groan.

"Not much to say now, have you? Well, then. I hope you enjoy that...gorgeous body of yours." Skrawl then turned his back on Brain, and was just about to walk away.

"W-wait!" replied Brain, finally speaking up. "You're going to help me get out of here? You're going to fix me, right...M-Master Skrawl?"

"Oh, I'm sorry, Brainy, said Skrawl, not even bothering to turn around. "But since it was you that got yourself into this mess. I think it would only be fitting if you were the one to get yourself out of it. Skrawl and the Beanie Boys then proceeded to leave-not so much as to even look back at his now tarnished creation.

"Wait...wait, please don't leave me like this. PLEASE!"

Despite her begging, he ignored her cries. It was only when he was but a short distance from the canyon that he had finally glanced back. Letting out a sigh, Skrawl and the Beanie Boys continued forward, leaving Brain to her ill-gotten fate.


Over an hour had now passed since everyone had departed-everyone besides Brain. By now she had long since given up trying to figure out how to control her body. She just continued to rest quietly in the canyon, blanketed by the rice pudding.

With her one eye that was still on the front of her face, she stared blankly up at the night sky. It was a beautiful site, as she fondly remembered from earlier. Just an endless array of stars across the partially colored black sky.

"Why…? Why, me? I had brains, I had beauty. I had everything. All now taken away because of that brat, Rudy Tabootie."

Brain let out a sigh. "Perhaps it was my fault. I was the one in control. Rudy was at my mercy. I could have easily made him surrender. But I was vain." Brain wrapped her arms around her chest.

"Was this my fate? Was this why I was created? To be this...freak. A freak like Skrawl." Brain stopped, as though something had just sparked in her mind. "Skrawl...I think I finally understand why he hates Rudy so much. It isn't so much fun being a freak."

Brain calmly shut her eyes, and took a deep breath. In her mind she could hear her own brain screaming for her body to get up. She could see that of a blurred image of herself, free from her current predicament.

She reached her arms forward, grabbing the edges of the canyon. As she did so, the image in her mind began to clear up more and more.

With just enough leverage, she began pushing her body upwards, until her upper torso was above the top of the canyon. She could feel her hands starting to slip, but she refused to let go.

Now came the tricking part, getting her legs upright. She planted her feet down on the ground, bent her knees, and with all her might, she pushed her body forward.

As soon as she was high enough, she proceeded to let go off the edges of the canyon. She then straightened her legs, and before she knew it, she at long last was finally standing back on her feet.

Brain opened her eyes. In the back of her mind she felt as though she was going to still be lying back in the dreaded canyon, covered in pudding-while she wasn't completely sure how, but she managed to get herself standing upright.

She looked off into the distance. She had no idea where she was, or where she was even supposed to go, but that didn't matter to her at the moment, all that mattered was getting away from this dreaded place.

First thing's first, she had to figure out how to get her legs to move forward. It was difficult enough for Brain to keep herself from falling, but the very idea of moving made her feel uneasy.

Brain concentrated most of her power on her right foot, steadily lifting it off the ground. It wasn't long, however, until Brain found herself losing her balance once again. Indistinctly, she waved her arms outwards, desperately trying to keep herself from falling once more. The very thought of collapsing back into that pool of rice pudding was motivation enough to keep herself upright.

She managed to find her composure once again. Taking another breath, she attempt once more to move her right foot. She lifted her foot off the ground, directed it further in front of her, to which she had then brought her foot back down to the ground. Brain felt a bit of solace sweep over her, as she had now taking her first step in her new body.

Much like with her right foot, she proceed to move her left foot-a task of which felt much easier than it had previously. She followed this process over and over until she had made her way out of the canyon, and back onto leveled ground. Though, it was but a minor task, Brain couldn't help but feel a sense of satisfaction in finding even a slightest bit of control over her body and mind.

Brain continued walking forward, feeling bit more confident with each step. She had only stopped when she noticed a large body of water just within eyesight. Brain was dying to cleanse herself of this vile pudding that covered her body from head to toe. With even more diligence, she advanced forward, as fast as she possibly could.

When she had lastly reached the river, she collapsed to her knees. While her stroll was only a short distance, she felt exhausted trying to maintain strength over her gigantic body. Relieved that she was finally able to relax.

As best as she could, she lowered her arms towards the river, pressed her hands together, and scooped up a handful of water. She then proceeded to pour the water on top of her head. The water felt heavenly to her, as it flushed away the pudding that was still covering her head. She scooped up several more handfuls of water, until she was finally cleansed of that vile rice pudding.

But with the pudding now clear, she found herself staring down at her reflection, that of which sparkled so clearly in the moonlit river. While she could feel the effects her disjointed face had on her, it was only now that she could actually see what she had truly become.

What she saw horrified her even more than she had imagined. A face she did not want to believe was hers. But no matter how much she tried, she knew that she could not escape that creature staring back up at her.

Tears began to pour down her face, as she quickly covered her eyes with her hands. Her sobs were first that of a soft whimper, only to get louder, and soon even managed to screech the skies, as though it were thunder in a rainstorm.

Despite the anger and sadness she felt, in the back of her mind she wanted to believe that this was all just a nightmare. That as soon as she uncovered her eyes, she would be staring back down her beautiful face just as it was always meant to be. She knew she was just deluding herself, but at this point, her fantasies were the only think she had left.

Pushing her fear aside, she uncovered her eyes just enough to peek through her fingers. As to be expected, her hideous reflection still lay before her, yet before she has a chance to react, something else had caught her attention. To her surprise, she saw that of another, much smaller reflection standing right beside hers. The reflection of what looked like that of an overgrown jellybean.

"...S-Skrawl?" said Brain.

In an nonchalant tone, Skrawl replied, "Hello, Brainy."

Brushing the tears from her eyes, Brain asked, "W-why are you here? I thought you had left with everyone else."

"Well, I was just curious to see how my creation was doing." Skrawl let out a soft chuckle. "When I last saw you, you did seem to be a bit...scatterbrained."

Brain could feel her sorrow begin to fade, only to be replaced by anger.

"Fine. Go ahead, make your jokes. I've already been embarrassed enough today. I doubt you could humiliate me any more than I already am."

"Now, now, Brainy...still as sensitive as ever."

"SENSITIVE!"

Brain could no longer hold back her emotions. She had reached her wit's end, and was ready to release all her bottled up anger. "Have you seen what that brat did to me! I can't even look at myself!"

Brain tried her best to hold back her tears, but a few of them managed to seep through. "My senses are all over the place! What I hear, what I smell, what I see...everything! They don't match up with how my mind functions! I don't know what goes where!"

Her chest was pounding, as each breathe she took grew faster and faster. "...And to make matters even worse, my body...my beautiful body! I can barely even control it! It's such a strain on my mind just trying to stand up, let alone walking!"

Despite Brain's fiery emotions, Skrawl seemed almost unfazed by her angry. "Hmm...anything else you'd like to get off your chest?"

Brain had nothing left to say. With her anger now calming, she just found herself growing more depressed by Skrawl's lack of remorse.

"Just leave me alone." She then sunk her head into her arms, which she had rested firmly upon her knees.

After a moment of silence, Skrawl spoke up once again. "Tell me Brain. If you could go back redo everything, what would you have done differently?"

Brain wanted to ignore Skrawl, but his words got her thinking. It wasn't long before she had responded back.

"I suppose if could do everything again…I-I wouldn't have been so foolish."

"Oh, and what makes you say that?"

"I had everyone under my control. Even with that magic chalk, Rudy had no choice but to submit to me." Brain then let out a sigh. "But I foolishly allowed myself by suckered into his ploy, and put myself under his mercy."

"In other words, you choose beauty over brains, and in the end, you now have both, and yet at the same time, you have neither."

Brain did not respond, she just continued to soak in her misery.

"Now answer me this, Brain. What do you think I would have done if I could redo what has transpired here?"

"Well, it's pretty obvious, isn't it. You wouldn't have created me."

"While I do admit that not creating you would have saved me a headache or two in the long run, but that's not it."

"Okay, then what is it?"

"While you and I may not see eye to eye on everything, I honestly don't regret creating you. In fact, what I do regret is taken you for granted."

Brain lifted her head, and glanced over at Skrawl. "What do you mean?"

"To me, I saw you as nothing more than a weapon, and yet I failed to realize that you were no different than I. I do know what it's like to feel incomplete, and perhaps if I hadn't neglected what you longed for, you wouldn't have sought it out elsewhere."

Brain was silent once again, but her momentary silence was broken by a question that she was most desperate to have answered.

"Skrawl, can I ask you something...and please tell me the truth."

"Whatever you wish."

With nothing more than hope resonating in her eyes, she plead, "I-is there any possible way that I'll be able to undo what has happened to me?"

Skrawl paused for a moment, as he searched for exactly what to say. "Honestly, Brain, I've wondered that all my life. Throughout those years, I've learned that while chalk can create whatever it desires-" He paused again. He seemed as though didn't wish to finish his statement. "-But no matter what, it can never erase what it has created."

Brain felt as though she was going to start crying again. "It's not fair. What gives that brat the authority to decide what our fates are to be."

"Despite how colorful and cheery this world appears to everyone...in reality, it's a cruel and unforgiving world." Skrawl let out a soft chuckle. "...And you know what's the real kicker...because of how we were created, the world has made us out to be the bad guys. Now that is what's unfair."

"Perhaps you were right along...and if it was our fate to be the bad guys, then perhaps we should be the best damn bad guys this world has ever seen...Assuming that you'll give me another chance."

"Ehh, I can probably find some use out of you."

Brain proceeded to gently raised her hand, and placed it right in front of Skrawl, "So, are we a team again?"

Skrawl then placed his hand on her pinky finger. "We're a team."

With that out of the way, Brain asked, "So, Skrawl. Do you have any plans for taking over Chalkzone? I'd be more than happy to help you take down that Rudy, once and for all."

A smirk formed on Skrawl's face. "Now you're speaking my language."

"Though, I do suppose that mind control might be out of the question, seeing my current predicament, wouldn't you say?"

"Indeed. But we'll think of something. Who knows, perhaps one day we'll finally defeat Rudy Tabootie, and then we can rule this world...together."

"I'd like that."

Preoccupied by their conversation, they hadn't realized just how much time had passed, as the sun was just beginning to rise. It was particularly gorgeous that morning, even more so than usual.

Skrawl and Brain watched this heavenly sunrise, and within that moment they felt as though all their worries had faded from their minds. As if they couldn't feel their sorrow. For that one moment they were truly happy.

"...And despite what the rest of the world may now think of you, I want you to know that I will always see you as...My Beautiful Brain."