Author's note: This story was inspired by the first scene of the first episode of the 2nd season (I think) of Legion of Super Heroes. I'd also like to point out that I actually don't like Superman. I do, however, like Brainy, Triplicate Girl (I almost cried when the white one died) and Duo Damsel. I also don't care it Saturn Girl is in the new season or not because I like her a little too. I can't really get passed all the pink, though. The scene with Lightening Lad and Bouncing Boy was inspired by their lines from the first episode too. I laughed so hard I couldn't breathe.

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Where is it? It has to be here somewhere. The green Brainiac runs his metal fingers through his spiky blond hair. His pink eyes roam around the dark hall, light emitting from his other hand light his way. Next to him, standing slightly taller, a raven-haired, blue-eyed teen in a tight blue and red outfit. A large red S stood out of his chest, his red cape flowing behind him. The baby blues flick to the blond, lingering for a few seconds. He continues to glances back to the frustration etched into the smaller boy's face.

In a slightly high pitched voice, the green boy speaks, "Superman, I don't think it's dow-" He's cut off as Superman grabs him around the waist and pull his to his chest. He tries to speak, but a hand covers his mouth. Their faces are only inches apart. He looked up into those blue eyes, confusion clear on his face.

"Brainy," He breathes out, nervousness tinting his voice, "I've always liked you. Liked you as...more than a friend," He leaned down, their lips getting closer and closer. He could feel his breathe...

The Brainiac jolted awake by banging and yelling at his door. He growls and stomps to the door, punching the button on the wall angrily.

"What?" He barks at the 2 boys standing outside his door, fist poised to knock again. Shocked at the rude welcome, neither spoke. He slams the button again and the door closes. The tow boys look at each other.

The round one spoke first, "What's his problem?"

The other shrugged, his read hair falling in his eyes, "Maybe he's got a girlfriend."

"Or he's building one," They look at each other once more and burst out laughing. The door opens and a large gear flies over their heads and smashes into the wall behind them, leaving a large dent. Their laughing dies instantly. The door closes and a blond girl in pink with Saturn-shaped earrings turns the corner. She looks from the dent to the boys and stops at the closed door.

"Something wrong with Brainy?" All three drop to the floor as an even bigger gear barely misses the red head.

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The blond boys sits crossed-legged on the floor of his room, his hands in his lap, anxiously bouncing one knee. What could it mean? I don't have dreams. He tugs at his hair roaring in frustration. It wasn't his first dream about his friend. Although it was the first one where they almost kissed. He flung himself to the floor and stared at the ceiling.

He lay there for hours going over the images in his mind, trying to glean any clues his could that would explain his bizarre dreams. With no luck, he pushed himself off the floor and trudged out of his room.

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His arms crossed over his chest, he glared at the floor as he walked quickly down the hall. He barely noticed the other footsteps joining his own and getting closer.

"Brainy!" He recognized the voice, but didn't stop. It's not him, it never is, he tells himself. He gasps loudly as strong hands grab his shoulders and spin him around. He looks up into familiar blue eyes. Taking a step back, he looks over the boy standing in front of him. Black hair hung loosely around a strong jaw, a black leather jacket jacket over broad shoulders, a blue shirt emblazoned with a red S peeking out, a pair a tight jeans molded over toned legs and a scruffy black sneakers. Brainy shook his head trying to clear it. It can't be. Just can't be.

The other boy lifted Brainy's chin and looked him in the eye, "It really is me. That's what Bouncing Boy and Lightening Lad were trying to tell you when you tried to kill them," Pink eyes looked away sheepishly, "I've been trying to find you to give you something," He let go of Brainy's chin and dug around in the pockets of his jacket. With a devastating smile, he pulled out a little black box with small square white buttons on it. He held it out for the other boy to take. The blond warily picked it up. He looked it over, unsure of what it was for.

Apprehensively and still in shock," Uh...Thank you?"

Superman smacked himself in the head, "I haven't told you why I'm back. I'll explain that thing in a minute," The blond looked up with interest, "I finished high school, that's why I came back. I missed it here too much, "Pointing to the box, "And that is a little something I had a friend cook up."

"What does it do?"

A mildly wicked smile spread across his lips, "You'll see, just plug into there," He indicated a hole on the side with a jab of his finger, "I'm sure you'll figure out the rest," He looked eagerly to his friend, bouncing slightly. With a shrug, Brainy plugged a finger into the device. Information flashed through him, the device uploading its software. He unplugged his finger and looked up at Superman.

"It's a morphing program?" He handed the box back to Superman, who stuffed it in a pocket.

"Yeah, I thought it would come in handy if you needed to disguise your self or something, "Brainy looked down at his hands, concentrating. He felt his whole body rippled and watched as his skin turned to flesh tone.

He rubbed his hands together, "It feels real..."

"It's only a synthetic, but it's pretty darn close. There's something else too," He reached forward and pulled the front of Brainy's pants out. Brainy looked down and yelped in shock. He slapped away Superman's hand, covering himself.

"Why do I have that?!" Panic danced in his pink eyes. Licking his lips, Superman grabbed the smaller boy under the arms, lifting him up and pressed his body against him.

"There's a lot of good reason's, but one in particular that I chose," He shifted his body, grinding his hips into Brainy. The blond moaned at the new feelings surging through him.

Pulling his head back slightly, Superman smiled down at his friend. He bent his head and claimed the soft lips with his own. His tongue flicked out, tasting and exploring. He slipped it into Brainy's mouth, pressing against the soft, wet muscle inside. He pulled away quickly, the blond whimpered at the loss, and let Brainy slide to the floor. Confused, he looked up into the blue eyes and punched the knee in front of him and crossed his arms, a pout on his young face.

A somewhat surprised "ow" escaped the taller boy, "What was that for?"

"You stopped," Chuckling quietly, Superman crouched down until he was eye level with the unhappy Brainiac, who turned away with an angry "hmpf." Raising a dark eyebrow, he contemplated his next move.

Leaning in, he ghosted his lips along the pale neck before him. He could feel the other boy relaxing. He trailed his tongue up the neck and along Brainy's chin. Moving to kneel between the thin legs, Superman kissed and licked the skin. The blond wrapped his arms around Superman's neck, making keening noises in the back of his throat.

Giggling, caused both to whip their heads around. A few feet away stood three almost identical girls giggling behind their hands. Brainy flung the other boy away and stood up quickly. Superman landed hard on his backside. The purple girl collapsed against the other two in hysterical laughter.

With a sigh Superman pushed himself to his feet, rubbing his sore backside and glaring at the blond, who was blushing and looking at the floor.

In unison, the three spoke, "So that's why you brought that program," They broke out in another fit of giggles.

Placing his hands on his hips, Superman stared down the girls, "I'd appreciate you not saying anything about this."

The girls turned back into one, brushing back the purple and orange streaks, "Of course not...for a price," Smiling evilly.

Rolling his eyes, "And what price would that be?"

She shrugged, "Don't know, but I'll think of something," With a smile and a wave, she walked away, leaving the two boys alone once again.

"What do you think she'll want?"

"To watch probably," He turned to the blond.

"What?" Brainy's voice squeaked.

Superman shrugged and grabbed the other's hand, "Come on, we don't want to get caught," Half pulling the Brainiac, he made his way towards Brainy's room, an eager smile on both their faces.

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Author's note: I might write a sequel for this, I'm not sure yet. Read and Review!