Leela pounded the elevator button with her fist. The doors rumbled shut, and the compartment started to descend. Her brief hadn't gone well. Ever the politician, Mayor Poopenmeyer had decided on inaction as his response to the coming invasion. He had listened intently enough to Leela's story, and had even seemed ready to believe her, but when it came time to decide on a plan for the city, Poopenmeyer had been unwilling to gamble his political career on a threat that he still thought of as 'possible.' And now, with just over two hours until the brains started their genocide, it was too late to do anything for the innocent people of the world. Leela had hoped that by getting New New York to set an example, the other local governments would start evacuation programs of their own, or at least scratch together some kind of civil defense. But with New New York sitting idle and the President playing down the situation as a military exercise, the civilian population was going to end up caught in the crossfire without any warning at all. It made Leela sick to think about.

The elevator doors slid open and Leela stalked out into the lobby of City Hall. A crowd of people had gathered around a television mounted on the wall next to the small reception desk. The tension in the room was palpable. Leela made her way to the fringes of the group, dreading what she might see on the screen. But there were no brains. Not yet. The news channel was running a story on the sudden appearance of a DOOP armada in the sky. The newscaster, Leela couldn't remember her name, Linda something, was interviewing a so called 'expert', fishing for more information on this supposed military maneuver. In a panel on the top right of the screen, the camera panned across a squadron of heavy cruisers which had taken up station over Washington D.C.

"Damn fishy, if you ask me." A voice grumbled, inches from Leela's right ear. Leela turned, startled. Two DOOP officers were standing next to her, a young lieutenant and a captain. The lieutenant was a tall, lanky biped, his beaked nose and bright white coat of fur identifying him as a Cadian male. The Captain, to Leela's great surprise, was a middle aged Human female.

"Sorry to startle you like that," the Captain said with a smile. "I guess you probably don't have good peripheral vision."

Leela studied the woman carefully. She was tall with green eyes and bright red hair cut to regulation length. A thin line ran down her left cheek; a scar that had never quite gone away. It was not a face Leela remembered.

"I'm sorry… Do I know you?" Leela asked

The woman smiled and shook her head.

"No, I guess you wouldn't. My name's Cameron Voss. I was a lieutenant onboard The Nimbus when we intercepted your ship around Vergon 6 a few years ago, and I recognized you. No offense, but your face isn't one to be forgotten easily."

Leela nodded grudgingly then turned to go, not feeling much in the mood for chatting, especially with someone who would inevitably dredge up unpleasant, Zapp-related memories.

Unexpectedly, and to Leela's infinite annoyance, Captain Voss and the anonymous Lieutenant moved to followed her. Leela waited until she had elbowed herself clear of the small crowd of television viewers before turning to face the two DOOP officers. Hands on hips, Leela addressed them firmly.

"Look, I don't have time to talk right now. The whole world is going to come crashing down on us in two hours and I've got exactly that long to figure out how to save it. Nobody else seems to give a damn. Now if you'll excuse me…" Pivoting on one heel, Leela prepared to stalk off. A firm hand landed on her shoulder. Leela whirled, ready to knock the offender's head clean off.

Captain Voss removed her hand and stepped back two paces. She gave Leela a weary look. "Alright, I see I need to get directly to the point," she said. "When Central Command ordered my ship, The Cumulus, here to Earth, I was given a short brief by Zapp Brannigan, who has been given command of the fleet. All the windbag would tell me is that I should ready my ship for some sort of exercize." She lowered her voice so that only Leela and her silent Lieutenant could hear. "But." She continued "Any idiot knows that this is no training mission. We have simulators for that. We don't invade Terran airspace just for the heck of it. Even Zapp isn't that stupid. Close, but not quite." It might have been true. "An hour ago I got a coded message from Lieutenant Kroker- I assume you know him- requesting me to escort some classified documents to the Mayor. The order didn't make any sense; the military doesn't share classified information with local government. And why did I have to deliver it by hand? We have codes that nobody can break. I thought I'd stop and watch the local news before I headed back to my ship, just to see if the media had heard any rumors about why we're really here."

Leela folded her arms. "The media doesn't know anything." She replied. "You can thank Nixon for that."

Voss nodded. "You're right. The media doesn't have a clue what's going on." The woman's eyes narrowed. "But," she said, "I'm willing to bet my next week of leave that you do."

"Listen, Captain-"

"Please, call me Cameron."

"Alright. Listen, Cameron, in just under two hours- Damn! I don't have time to be explaining this again! Alright, here's the short version. In two hours, thousands of giant brains are going to show up and wipe out the planet. That's why Zapp put up a blockade. I can't believe the moron isn't even telling his officers! You need to get back to your ship as soon as you can and-" Leela fell silent. The crowd around the television set had suddenly gotten very quiet. On the screen was a small pinkish shape. A brain. For a few breathless seconds nothing happened. Then, suddenly, a green flash lit the screen, and the feed was lost Leela checked her wrist device. The time was 1:06pm. The brains were early.

"I thought you said we had two hours?!" Cameron yelled as she followed Leela through the city streets. Her lieutenant, easily keeping pace, remained as mute as ever.

"I don't understand it!" Leela yelled over her shoulder. "The Brains didn't get here until around 3:00 in the afternoon the last time! A cargo transport was supposed to report a sighting right about now, way out near Proxima Centauri. This isn't how it's supposed to happen!"

Leela had filled Cameron in on the details of the invasion as they ran. "Well," the Captain replied, narrowly avoiding a low-flying hovertaxi as she and Leela raced across a street, "It seems that someone forgot to tell these brains of yours to follow the script. That television camera they destroyed was on Ceres. That's only a few minutes' flight from here."

"I know. It doesn't make any sense!"

Cameron said nothing for a minute. Then: "I still think I should be headed for the spaceport."

"I told you, it's not safe. From what Nibbler told me, the brains will hit the spaceport first, to make sure nobody escapes the planet. Your best chance to get back to your ship is to stay with me." Overhead there was a mighty roar, and a shadow passed over the sun. Leela glanced upward. The DOOP flagship, The Nimbus herself, was passing ponderously by overhead.

"Where are we going, anyway?"

"Back to Planet Express. It's where I- well, it's where I used to work." Leela's wrist device started to vibrate. She had a phone call.

Without even slowing down, Leela pressed the button to accept the call. Fry's face appeared, filled with worry.

"Leela-" He started.

"I know Fry. Listen, the brains are here already. One of their scouts just zapped a sensor station in the asteroid belt."

Fry's eyes grew wide. "Geez! Ok. I'm only a few blocks from Planet Express. It took longer than I thought it would to deliver that note to your parents. I.. I thought I'd call you from a phone booth and see if you still needed help at City Hall."

Leela shook her head. "No. The Mayor didn't want to listen. The important thing now is to get the professor's weapons into the air where we can get some use out of them. Are you at the phone booth by the manhole next to my parents' house?"

Fry nodded.

"Ok, wait right there. I'll be there in five minutes."

"But Leela, Planet Express is just right down the street. Why don't I just go get the ship and meet you? That way we'll save time-"

"No!" Leela suddenly came to a stop, nearly sending the bulky alien Lieutenant sprawling on the plascrete. "Listen Fry. This is very important. Under no reason are you to go into the Planet Express Building until after this is over. Alright?"

Fry was understandably bewildered. "Uhh, why?"

"Never mind. Just please, promise me you won't go into the building for any reason. Please." There was a bit more pleading in Leela's voice than she would have liked.

"Umm, alright. Sure. I promise."

"Good! Now hold on. I'll be there in a minute." Leela broke the connection. The next instant she was running again. Cameron and the Lieutenant shot each other a puzzled glance, and then raced to follow.

It began.

Kif Kroker watched the viewscreen nervously as the first wave of enemy contacts approached. The brains were arranged in an orderly matrix of about ten units high by ten units deep, but by several hundred units in breadth. Each brain was separated by its neighbors by several hundred meters, presumably, Kif thought, far enough away that each brainspawn had enough room to maneuver, while close enough for each member of the formation to provide covering fire to his fellows. It was a simple, no nonsense military formation, somehow not as creative as Kif had expected from an army composed entirely of brains. Of course, there was always the possibility that the enemy commander saw them as such an insignificant threat that no strategy was necessary.

The enemy formation advanced to the orbit of the Moon and then halted. Kif waited expectantly, but nothing else happened. Apparently the enemy would wait for the DOOP to take the initiative; an odd move. If you were sure of your own vastly superior strength, why not rush in and overwhelm the defenders?

Kif forced his eyes to leave the viewer and focus on Captain Brannigan. Zapp was, predictably, trying to flirt with the officer of the watch. It had been grossly unconstitutional to bar women from the armed services Kif knew. It had just been a matter of time before the DOOP had to cave in to public outrage and reinstate its female officers. Still, Kif understood wholeheartedly the thinking behind the policy.

The squishy green alien cleared his throat. "Sir," he prompted his captain, "what do you want to do about the approaching army?" He didn't bother to keep the condescending tone out of his voice. Long years had taught him that Zapp was too full of himself to notice. As Zapp turned his head away from the officer of the watch, Lieutenant Cherenkov Kif remembered, the woman glanced in Kif's direction, gestured at Zapp, and rolled her eyes theatrically. Suddenly Kif liked the woman immensely.

"What is it Kif? Can't you see I'm busy?"

"But sir, there's ten thousand brains on the radar. I thought maybe-"

"Belay that Kif! Can't you see that the enemy is here?"

Kif sighed loudly. "What are your orders, sir?"

Zapp stood from his seat and walked to the viewscreen. He studied the uniform rows of the enemy army for a full minute, arms clasped tightly behind his back. Finally he turned and said: "Tell the Cirrus to attack. Let's see what these evil brains can do."

"But sir!" Kif protested. "We don't know what the brainspawn are capable of. Do you really want to send one ship to fight them alone?"

"Now Kif, if it's one thing we don't need it's your 'do you really want to do that' attitude. Now give the order, Lieutenant."

For a moment Kif considered threatening to file a complaint, but in the end he knew it would do no good. "Very well, sir." Hesitantly, he walked back to his station and picked up the communicator. He spoke into it clearly and calmly, refusing to decrease morale by broadcasting his uncertainty. "This is Lieutenant Kroker aboard Nimbus calling Captain Morgan aboard Cirrus. Captain Morgan, begin the attack."

A few moments passed in silence. Then, as if reluctantly, there came the response. "Aye Aye Nimbus. Cirrus moving to engage. Sir, the captain is asking whether we will have any fire support." There was a hint of tension in the speaker's voice. Kif started to respond, then hesitated. Zapp was too busy studying Lieutenant Cherenkov's figure to overhear. Reaching a decision, Kif tightened his grip on the caller and replied. "Tell the Captain that Lieutenant Kroker says he will have support if he needs it."

There was an acknowledgement on the other end of the line, followed by a click as the link was disconnected. Kif put down the caller. Captain Morgan would understand the significance of the promise of aid coming from Kif rather than Captain Brannigan, and Kif knew the risk he himself ran by disobeying a direct order. Still, Zapp was distracted and would likely never even know.

Slowly, cautiously, the Cirrus broke away from the rest of the fleet and approached the enemy lines. Two small squadrons of long range missile frigates, operating under Kif's orders, broke away soon after and took up station to the Cirrus's stern, one each to port and to starboard.

Aboard the bridge of the Nimbus, half a dozen pairs of eyes stayed fixed on the viewscreen. Even Zapp finally noticed the air of tension in the compartment and turned to watch.

The Cirrus drew closer to the enemy. Kif's sensors registered a buildup of energy within her hull; Captain Morgan had ordered the weapons primed. A few thousand miles to stern, the frigates' powerful defensive shields began to charge. The distance between the two forces closed. Silently, Kif counted down the seconds until the Cirrus was within weapons range.

"Five… Four… Three… Two… One…" Something green and glowing shot out from a few dozen of the foremost brainspawn. The weapon hit the Cirrus amidships and enveloped the vessel, encasing it in an eerie glow. Then, to Kif's horror, The Cirrus simply evaporated.

It was over in moments. The two squadrons of frigates opened up on the enemy with everything they had. Two-dozen robobium-tipped warheads shot away from each ship before they reversed thrust for their retreat. None of the ships made it back to the fleet. One by one the enemy weapons found them and pulled them apart, reducing them to a cloud of dust.

Kif's jaw clenched as the cloud of missiles left by the doomed ships honed in on their targets. The brains' fields found many of them and shredded them before they could reach their marks, but, Kif suddenly realized, not quickly enough. Two missiles penetrated the brainspawn ranks and detonated. There was a great flash as the warheads went off, and the bridge crew cheered. Kif simply held his breath.

The glaring light faded as the missiles spent themselves. On the bridge of the Nimbus there was a collective gasp. The brains were still there.

They had done more damage than they had thought. At maximum magnification the viewer revealed two jagged gaps in the brainspawn lines. Countless hundreds of sailors aboard eleven ships had lost their lives, but the enemy was not invulnerable. Still, Kif couldn't help but recall his initial thought. "If the brains are so powerful, why are they waiting for us to come to them?" It didn't make sense.

Presently Kif became aware that Zapp was looking at him.

"Well, Kif? What do you think?" Lieutenant Kroker blinked twice. Could it really be possible that Zapp was asking for his opinion? "What, sir?" He asked.

Captain Brannigan shook his head sadly. "Kif, Kif, Kif" he admonished his first officer. "If you don't learn to pay attention to your Captain you'll never make Lieutenant."

"But I am a Lieuten-"

"Belay that! Now, tell me, what color medal do you think goes best with my uniform, gold or silver? I'd say gold, but I have three of them already…"

Kif glared at his commanding officer. "Sir," he said in the iciest tone he could muster, "I don't think that's important right now."

But Brannigan, as always, was oblivious to his Lieutenant's implied criticisms. "Nonsense, Kif! Any good officer knows that style is always important. Now, order the fleet to get rid of those oversized wads of chewing gum. I'll be in my quarters practicing pick-up lines to use at the reception after the award ceremony if you need me." Then, unbelievably, Captain Brannigan began striding to the exit.

"But- But sir, what are you doing?" But Zapp strode off the bridge and disappeared around the corridor bend.

Kif stared after him for a few moments, mouth open in disbelief. Suddenly he was aware that the eyes of everyone on the bridge were focused on him. The bridge crew was waiting expectantly for orders. His orders. His bridge crew.

Slowly, ponderously, the fleet began to maneuver. Kif had come to the conclusion that the brains were not going to be coaxed into taking the initiative, and so had decided to attack them head on with the full might of the forces available to him. The ships that spearheaded the assault would take heavy casualties, but shear numbers would ensure that some of the DOOP vessels made it to their targets. It was not a strategy that Kif was proud of, and he couldn't quite prevent himself from noting its similarities to Zapp's style of command. Still, Kif had seen how vulnerable the Cirrus, the Nimbus's own sister ship, had been to the enemy's strange weapons. Faced with that kind of firepower, the only options were to either retreat or bring everything to bear and hope to knock out the bad guys before they could bring their weapons to bear.

"Lieutenant Cherenkov, how far are we from the enemy?"

The lieutenant, who sat at Kif's station now that Kif was in command, checked her display screen. "Forty seven thousand kilometers, sir." She replied. "The leading ships are five thousand kilometers farther from the enemy position than the Cirrus was when she was destroyed."

Kif nodded. "Alright. Charge the weapons, and tell the other ships to charge theirs too" Cherenkov nodded and spoke into her caller. Kif waited silently for a few seconds as a low hum built up through the hull. Finally he could delay no longer. "Attack." He whispered.

The Nimbus leapt forward at full attack speed. None of the aliens' green deathrays came anywhere close, but at the front of the formation, the fighter squadrons that were acting as shields for the rest of the fleet were taking a savage beating. Even so, Kif had been right. There were just too many DOOP ships for the brains to handle. Every time one of the squat little fighters vanished in a cloud of debris, two more appeared to take its place, giving the heavily armored capital ships at the rear of the formation ample time to lumber into firing range.

"Is it really going to be this easy?" Kif thought to himself.

But it was that easy, and soon the Nimbus's weapons were in range. Kif gave the order. As one, the Nimbus, the Cumulus, the Stratus, and the Pileus brought their main batteries to bear. The volleys of laser fire from their main laser cannon ate through the enemy ranks like a vibroknife through butter. In a matter of moments the enemy force was cut to ribbons. The few scattered survivors began to retreat, and Kif watched in relief as his forces eliminated them.

"Sir, there's something on the radar you need to see."

Kif, suddenly apprehensive, made his way to Lieutenant Cherenkov's side. When he leaned over her shoulder to peer at the screen his face went pale. A number of brainspawn arranged in small squads had just appeared out of nowhere in low Earth Orbit, within easy striking distance of the planet. But that wasn't what worried Kif. The brainspawn were unimportant compared to what they had brought with them.

"Are those asteroids?!" Lieutenant Cherenkov whispered unbelievingly