Hey! I got the idea by Reading several fanfictions! Plus other original ideas from myself

This chapter is another focus of the episode: "dark victory part 2". this time with what brainy was feeling.

The fanfic will be mainly focused on brainy and his new form, the way he learns to live and fight in this new body, as now they have to fight a new demon, outside brainy's head. Brainy lerns about himself and his hidden past, you can't simply get rid of a memory.

Well, its going to be something like that. Enjoy and don't forget to review!

Prologue: part 1:

His hole life he was told he would be the next brainiac no matter how hard he fought it, that he should have stayed on colu to be part of the hive mind so his inner demon wouldn't be able take over him. Yet he didn't listen, he tried to ignore it all, he just wanted to be free, to be human. To clean his name for what his ancestor has done.

But the day did came. When brainiac took over, he just let him in, he barely fought back, he believed what the coluans had said about him, he surrendered.

He felt every circuit on his body slowly being reprogrammed, he felt the 'humanity' on him get away from his grip, he was, in some way, dying. He just stood there, doing nothing about it.

That's when he heard a voice, vary faint, saying something, something he always wished to hear

"Brainy may not have been human, but he had the biggest heart I've ever seen! He was a hero, my hero!"

Something inside him came back to life hearing this words, after all the damage he just caused, his friends still cared for him. Even if he wasn't human, his friends saw him just like he was one of them, something no one has never done for him. his biggest wish always has been being human, not to be a computer without a will on his own, who's only purpose just to feed other computers with his knowledge, like his kind wanted him to be.

Brainy eyes shined purple and his body started to join together, brainiac gasping at the sight. How did he?

he again took control of his mind, he reprogrammed himself, sending a wave making brainiac's weapons explode and fall to the floor.

"What is this?!"

Brainy walked towards clark and kell's fusion and healed his chest. Looking down at his friend, he smiled

"You…didn't gave up on yourself…" "

"How could I when I knew you'd never gave up on me" they both smiled at each other when they were interrupted by Brainiac, who was shifting his arms into blades

"Very well, you will perish together" throwing a black beam toward Brainy and Kell, Branianc 5 activated his force field before they were hit. Making Brainiac gasp again

Glaring at him, brainy stood up, avoiding all the incoming beams without a problem

"I am going to tell you this just one more time…"

around brainiac appeared 3 clones of brainy, with pink, fire like, hair.

"Get!" said one hitting brainiac on the head

"Out" said other one hitting him on his chest

"Of" other with a hit on his back

"My" and hit on the belly

"Head!" a final punch on the face making Brainiac stumble to the floor in front of the original Brainy.

Before being able to stand, Brainiac was hit by Brainy's hand, that went threw his skull, destroying his mother chip.

With a loud scream, Brainiac let all of the data and digitalized things he had on his systems.

To the rest world, everything just started to turn back to normal, but it wasn't just like that.

Brainy knew very well what his actions would cause. if one coluan dies, another would be born out of his mother chip, with some of the past information. The only way to utterly destroy a coluan and his descendants is to eliminate their mother chip. In this case, since Brainy was a descendant from the brainiac line, if he destroyed his mother chip, he, along with his other 4 past lives will die with him.

Without hesitation, Brainy destroyed the chip he snatched from Brainiac with his hand.

Not even a second after that, all started to become black. He closed his eyes for a second and opened them again. In front of him images started to form from binary numbers that flowed around him. It was himself, a very blurry and small form of his self.

Brainy continued to stare at the images; he quickly realized they were memories, his memories. So, was it true than your memories come in your last minutes of life…

The little him was trying to get the attention of a woman in black clothes,had blonde hair and was much taller than the small figure. The child was pulling her dress, while she simply walked foward, ignoring it completely.

"Stop…trying...t..get my..attencion…erl. t's…u…less"

it was way to soft to hear, but you could clearly hear that the woman's voice was emotionless, just like a regular coluan.

Just after that the image disappeared, and a new one appeared, there were a lot of colors, floating coluans and people staring at him in shock. It seemed it was during the alignment.

Flashes of brainiac's memories went for a second, it must have been when he found out he was brainiac's ancestor.

He saw a new image form, this one was shaky, and a lot of loud screams coming from him were heard. In front of his 3 year old self was a male coluan, persecuting the small figure,little Brainy was running from it, but suddenly the male coluan stopped and short circuited, blowing up along with his mother chip. The small Brainy was holding something, a small blue thing. Many other came after him, he continued to run, until he was cought and shut down by this coluans.

The final image was that woman again, she was holding a lot of pieces of metal and coluan parts, building something, it seemed this memory war recorded while he was shut down.

After those memories all went black. Brainy found himself alone on a black abyss.

"What...was that? I didn't remember most of this...I was forced to shut down when a was a toddler..." brainy assumed

Nothing happened for a second until he heard a giggle, probably from a female child.

Confused, brainy looked around to see the source of the giggle, instead, a lot of images started to appear once again, this time he remembered them all.

He being taught a bunch of thing on colu at the age of 6.

he trying to be converted to the hive mind but managing to escape from colu before they could finish at the age of 8.

He arriving to earth, having a lot of trouble with the council of the united planets at the age of 9.

Working on the labs and inventing the time bubble, messing with the past several times when he was 10.

…joining the legion at the age of 12.

Meting superman when he was 14.

Seeing him back and all of this mess now that he is 16.

Brainy stared at the images when he slowly realized that he was fading away. He closed his eyes, thinking that it was the end, but he started to feel a lot of thing, his emotions more intense than ever, he…he has never felt more alive!

The black background started shining a bright white, he felt that he had left his head, and regained the control of a body.

Brainy was beamed, it was too bright to see, he felt different, his eyes, his skin, his brain.

He felt part of him leave his body, his armor. Slowly, he opened his eyes, gasping in shock as he saw everyone around him, the legion, coluans, some enemies. All, circling around him, looking at him in fear and confusion .

Not even realizing his new form, the poor coluan looked down, remembering what he had done.

Beside him superman appeared, putting his arm at brainy's shoulder. Returning the gaze, brainy stood silent, something inside him screaming for him to run. He resisted the urge and continued to look down to the floor.

All the coluans glaed at him and prepared to aprehend him, being stoped by their leder that comanded them to return to their home. They started to leave the scene before having a better look at the one left behind. The legion stared blankly at him. not saying a word.

Before thinking it twice, brainy started to fly to the legion's space ship and got locked on his room. He couldn't handle the shame, it was the strongest feeling he had felt.

Following a little after he went back to the ship the rest of the legion went back as well.

All sat on the main room, none saying a word, all shocked at what just happened.

Deciding to break the silence, chameleon boy was the first to speak.

"what…what just happened?"

the legionaries turned back to see superman and kell, awaiting for an answer.

"I am not sure…we, we went to his head and tried to fought brainiac, but he was strong, brainy was there, hanged like a ripped doll" superman said quietly, looking down.

"we… we were down when brainy started to fix himself. He fought brainiac and destroyed his head." Kell-ell added "then we just appeared here and brainy was…"

"human?" bouncing boy asked

all stayed quiet for a second when lighting lad stood up

"how is that even possible! I mean, as far as knew brainy was an android"

"we all did" said timber wolf

"how can android turn into a human?" the red harried boy asked loudly "how can we know he really turned into a human, how do we know he's still not over the control of brainiac!?"

"he is not, we saw him destroyed" added kell

"you're the one that said brainy turned evil, I don't think he going crazy for a day is going to mark the history for the next thousand years!" lightning lad

"he…does have a point" exclaimed cosmic boy

"yes, but I didn't knew him, he is NOT the brainiac 5 from the history files"

the rest stayed quiet for a while, it was hard to take, none wanted to doubt brainy, he was one of the first legionaries. Even if he was a douche sometimes, he would never harm a teammate. Yet today he lost control and almost killed one. Many were having a hard time seeing brainy as the one they used to have.

Superman stood up, saying he would go and check on how brainy was doing. The rest stayed silenced in the room

Brainy entered his room, there was something inside him wanting to die at that very moment, the things he was felling were more intense than ever, he felt ashamed, sad, mad at himself. The scared stares of his friends were something he couldn't take. He never wanted to go out of his room, never again.

Snapping out of his trance, he decided he just better go charge on his chair for a little while, try to clear his mind. That's when he looked at his arm and gasped.

He had skin, with flesh and blood, he tried to use his instruments so he could scan his body, he was impressed when there was no response. He ran towards the nearest mirror and gasped again.

He stared in shock at his reflection, it wasn't the armor the only thing gone, he was…organic.

Trying to calm himself down he tried to check on himself.

'there seems to be no fiscal trace of any metallic part, I have skin of flesh and blood, none of my weapons or my transformation seem to be working, the emotion seem to have amplified a 65.8%... I keep thinking on binary codes but I also have regular thoughts, at least my 12 level intellect seems to be intact'

He quickly took a look at the mirror again, eyes widening when he saw three circles or his forehead, no longer with the black outline.

'the brainiac insignia…its…somehow gone"

tapping his feet he started to think of a logical explanation of what just happened

'okay, soon after I destroyed brainiac's mother chip I was on a dark pace, where memories from my life showed in front of my own eyes, there is when I thought I was dying, my data was fading away like brainiac's, but here I am…"

Pressing his forehead and sitting of his chair, brainy closed his eyes and continued to think

'this doesn't have any logical explanation! I was a computer! Then all of sudden I am organic, that just… I was supposed to be destroyed when I crushed the chip. Maybe…coluans are just 5% organic, this 5% coming from their life force. I, I always had more humanity than them, approximately 6.7% of it instead of their regular 5%. Maybe it has something to do? maybe my robotic part was destroyed, but my living part was strong enough to sustain life at his own? Imposible …This is illogical!'

brainy opened his eyes, and stared to look around, even if he was now organic, his vision, knowledge and intellect seemed to be just the same.

his hunger and bladdery were a bit more bother some .

He picked up the scanner he had on the table, prepared it to give a complete scan of his body, but before he could start, superman came in.

Superman stered at his friend with worried eyes, not sure how to approach him. "I wanted to make sure you were doing okay"

brainy turned to look at him, ashamed to look at him in the eyes.

"you have been hiding in your room a lot" superman added

"I just don't know how to face the others after everything I did" he felt weird hearing at the sound of his voice, it changed, a lot.

"what you did was heroic, you battle your demons and you won!" superman smiled at him, but brainy, didn't change his expression.

"why do I feel like I am still fighting" his voice was soft and shaky, making superman's smile fade away.

Closing his eyes bran took a second before talking again " I just decided to live the legion superman" superman eyes widened, brainy felt superman hurt when he said that, he didn't want to worry clark.

"at least until I get used to all of this new feelings" he quickly corrected himself

Superman quietly stared at him , not knowing what to say.

Brainy then smiled and looked at superman in the eyes "I was emotional as a robot, imagine me as a human"

Superman smiled a little at his friend, he was glad to have him back.

"Don't worry Brainy, we'll wait for you, thats what friends are for."

Brainy smiled, then turned to look at the scanner he left on the table, realizing that now superman was slowly leave the room, he would live to his time soon, maybe this was the last time he would see his friend, but who knows?

Quickly turning back at the machine in his hand, brainy began to scan his body for any trace of mechanical part.

He closed his eyes and took a deep breath before turning at the machine

"100% organic material" he smiled, his dream, somehow, became true.

When he looked at the scanned body his jaw dropped, even if he was now organic his body structure looked similar to the one he had before.

'it seem things aren't going to be as different as I thought.'

While the 12 level intellect teen was deep in thought his eyelids started to get heavy, his brain not at its full capacity, brainy sat on his chair an turned off the lights, he was sleepy, he realized,he layed down on his chair and fell asleep, and for the very fist time, he dreamed.

Of his friends, his life on the legion, they were his family. Would it be the right decision to leave?

On the morning, already on the legion headquarters, stood kell-el with some legionnaires, while he was opening the portal to go back to his time.

"thank you…for…helping me restore the future and…for making me realize I was more than my mission" he said silently

"that's the point of a team, isn't it? Working together, knowing you are never alone" superman said smiling at his clone

"I guess…I am more part of the legion than I ever realized" turning back to the portal and abut to go in, superman suggested to make him an official member of the legion. He nodded

Later that afternoon, all legionaries looked at kell, being offered the ring and the badge of the legion, smiling, kel-el took them and smiled towards his new teammates

Clearing his throat, kell raised his right hand "to the legion of superheroes, I make this solemn pelage: to use my powers for good to fight for justice and protect the innocent, to aid my fellow legionary on times of parole and to keep their secret safe…"

Staring at the window was the only legionnaire not present at the ceremony, brainy, how sadly glazed towards his team

"I am kell-el!"

picking up his stuff brainy gave one last look towards the window.

"Long live the legion!" all exclaimed

"Long live the legion" brainy told softly before heading out of the buildings, out of his home, towards the unknown.