Chapter 65: The Great Superwoman-Luthor Team-Up

Disclaimer: All things Supergirl/Superman belong to DC. No infringement is intended.

Lex Luthor did not like it when things were out of control.

He was a man who liked it when things went as predicted. He hated surprises. Being as smart as he was, it was not often that something caught him off guard or left him stumped. His entire life, he had been able to deal with any sort of obstacle or complication in one of two ways. Buy it or remove it.

It was one of the reasons, he had to admit, that he had developed such an intense dislike for Superwoman. She was a wild card, a complication, an obstacle, a surprise, all of it at once. She would not be bought (despite having initially giving him the impression that she might be open to it) and refused to be removed. In retrospect, this had probably clouded his judgement when it came to her.

He liked to believe that his time in prison, both the human-built one and the gilded cage provided by Brainiac, had allowed him to regain a bit of mental flexibility. An ability that had atrophied, given that the world around him had been so predictable and easily controlled for so long. There was a certain creative drive in being forced to improvise, to react to situations as they developed.

Sadly, his creative drive seemed to be stuck in idle right now, because he had no idea how to deal with an enraged Superwoman's hand around his throat, rapidly cutting off the oxygen supply to his brain.

Brainiac abandoned its first backup plan. The unexpected presence of a counter program in Earth's data nets had made the use of Earth's primitive military might impractical. It spent a fraction of a second to note that the counter program showed obvious traces of being Coluan-designed and transmitted its specs to its nearest backup node for deeper analysis. The counter program would not work again. Right now, though, it was time to activate the secondary backup plan.

As expected, Kara-El and her allies had made short work of the ships Brainiac had sent. They had never been intended as more than a distraction, of course. Leaving kill codes behind in Earth's primitive data nets, Brainiac transferred its core program to the other asset that had arrived on Earth, hidden from all sensors and covered by the highly visible armada of redundant space ships. Cutting off its connection in order to prevent the counter program from following it, Brainiac fully activated the asset.

"People of Earth," Brainiac's voice boomed across the airwaves once more. "Your precious heroes may have destroyed our fleet, but neither they nor your helpless governments will stop the Construct! Prepare for extermination!"

A huge shadow fell over the city of Metropolis.

"Uh, mom?" Kona said.

Kara gave no indication that she heard her; she was too busy choking the life out of Lex Luthor. The man who, apparently, was the donor of roughly 30% of her DNA, meaning he was the closest thing she would ever have to a father. She hadn't even begun to process that little revelation, to be honest. She was partially a Luthor? It was inconceivable.

"You can deal with him later, Superwoman," Batman said, putting his hand on Kara's outstretched arm. There was no hope in hell he was ever going to move it, of course, so he didn't even attempt it. "We still need him right now."

Luthor chocked out some noise of his own, probably meant to be some kind of plea, but it was just incoherent noise.

"You know, he'd already be long dead if she really wanted to kill him," Green Arrow remarked, standing next to Kona and leaning casually against the wall. "Supes is just showing him who's boss!"

That got a reaction out of Kara, an annoyed frown, but then she opened her hand and unceremoniously dropped Luthor to the ground. The bald criminal greedily pumped in air, holding his aching throat.

Kara crouched down beside him, grasping his chin in a vise-like grip to have him meet her eyes. "Okay, Lex! We are in the middle of a crisis right now, so we shall table any further discussion of that particular topic for later. And there will be a later, I promise you! Now, get back to work!"

Luthor's return stare promised dire retribution, but apparently his throat was too raw for a witty comeback. He finally got up and sat back down before the computer, his fingers already hard at work on the keyboard again.

"More trouble on the way, Superwoman," Adam Strange's voice came over the com. Lacking the raw firepower to take on entire space ships, Adam had been tasked with orbital patrol, keeping an eye out for further threats.

"What have you found, Adam?" Kara asked.

"Some kind of space ship has just appeared right above Metropolis and Brainiac is broadcasting another villainous monologue! I am heading in, but I think I could use some backup. That thing is huge."

"On my way, Adam! Wonder Woman, Hawkwoman, Hawkman, Manhunter, head to Metropolis as well!"

"We will be there in a few minutes, sister!"

Kara turned to look at the others. "Batman, GA, keep an eye on Luthor here! If he makes any trouble, feel free to put an arrow through his leg!"

Green Arrow chuckled. "Will do, boss!" He saluted by tipping an arrowhead against his hat.

She turned to give Kona a hug. "You stay here, too, baby girl," she whispered to her. "I promise we'll figure this all out the moment the crisis is over!"

"I can help, mom," she whispered back. "I think I'm fully recovered!"

"Thank you, but we need to give you a full check-up first! I couldn't bear seeing you controlled again."

Kona swallowed hard, the painful memory of being a helpless puppet resurfacing with a vengeance.

"O-okay," she chocked out. "Just... stay safe, mom!"

There was an audible scoff from Luthor, but neither of them paid it any heed. A moment later Kara was gone, on her way to Metropolis.

Clark Kent, better known to the world as Superboy, slowly came awake. The first thing he noticed was a rather unfamiliar sensation. Since his super powers had begun to kick in early in puberty, he had been mostly invulnerable. Pain, something he had occasionally experienced as a kid, had quickly become a distant memory. Not now, though. Right now, his jaw hurt like crazy.

"He's awake," the familiar voice of Martha said. "Clark, can you hear me?"

He opened his mouth to speak, but even that motion sent jolts of pain through his jaw. So instead of speaking, he just groaned.

"Easy there, son," Jonathan told him. "I fear that punch actually managed to fracture your jaw. You feeling all right apart from that?"

He nodded carefully, opening his eyes. Grandpa Jon met his eyes, apparently recognizing the big question mark there.

"Okay, we don't know the full story yet," he told Clark, "but apparently Brainiac is on the move. Somehow he took control of Kona, which led to her sucker punching you. There was some kind of showdown with Luthor. Kara only sent us the cliff notes version, but apparently Kona is now free of Brainiac's control and Luthor is, kind of, on her side, but Brainiac is launching some kind of assault on Earth. They're all busy with that right now."

Kona had sucker punched him? Right, he dimly remembered her suddenly being behind him and then... nothing. Brainiac had taken control of her? Damn! He had never personally encountered the Kryptonian AI so far, but making his baby sister knock him cold? Oh, he would have some words with that tin can about that, how was he ever going to live that one down? Groaning, he slowly began to rise.

"Diana found you in a field a few miles from here," Martha said, sitting beside him and supporting his back as he sat up. "She brought you here, but had to head out again almost immediately. Apparently there were some space ships to take care of."

Space ships? Brainiac? Luthor? Man, how long had he been out?

"That is one ugly ship," Adam said.

Kara could not help but agree. A huge... thing... was hovering over Metropolis. It looked somewhat like a floating skeletal head. Instead of a neck, there were a number of large steel tentacles emerging from the underside and the familiar three circles in a triangle adorned the 'forehead'.

"Brainiac is really into branding, isn't it?" Hawkwoman remarked.

"For all that it is just a computer program, Brainiac does seem to have an ego," Kara agreed.

"Time to cut it down to size then!" Diana all but growled.

If there had been any doubt about Brainiac's true intentions, they were banished the moment the Justice League arrived over Metropolis. So far, the ship had done nothing but hover menacingly, but the moment the heroes were in sight, it began to move. The final act of Brainiac's performance was about to begin, it seemed.

Searing energy beams emerged from the floating head ship and struck the city below. Two skyscrapers were destroyed almost immediately. Thankfully, those were office buildings, unoccupied on a weekend, and the evacuation of the city had begun the moment the menacing ship had appeared. Still, the effect was immediate, as people began to panic.

"Hawkwoman, Hawkman, Adam, you're on crowd control! Protect the civilians! Diana, J'Onn, let's take this thing out!"

Kara had barely finished her sentence when she flashed forward in a burst of super speed. As she had expected she did not meet the actual hull of the ship, but rather a force field that surrounded it. Putting all her strength into it, she hit the field with the force of a cruise missile and the entire ship shook from the impact. The field held, though.

A moment later Brainiac focused its firepower on her.

A blindingly bright beam of force tagged Kara, sending her spiraling end over end. The impact hurt, too. It was not like those blasts from Luthor's armor, earlier, but rather some form of particle beam cannon. Not lethal to someone with her power, but more than enough to knock her silly.

"Brainiac has stepped up its game," Kara told the others, head still ringing. "It won't kill me, but I doubt it has the same reservations about anyone else. Beware those beams!"

She saw J'Onn turn immaterial, trying to pass through the force field, but it repelled him. She saw Diana slam into the field as well, staggering the floating ship once more, but her Amazon sister failed to penetrate the field, too.

Concentrating, Kara unleashed a powerful blast of heat from her eyes, focusing it on the same spot Diana had just hit. The ship shook once more and began to rotate, apparently trying to prevent Kara from a sustained attack on a single spot, but she was having none of it. Moving at super speed, she kept up her attack.

Energy beams reached out towards her, but Diana was there and deflected them with her bracelets. Sustained heat vision blasts like this one were an incredible drain on Kara's energy levels, but she did not care. She would wipe this thing from the sky, no matter what. Brainiac had done enough damage for one day.

"The ship's force field is beginning to fail," Batman said, keeping an eye on both Luthor and the battle over Metropolis at the same time. "They will have it destroyed in a matter of minutes."

"No, they won't," Luthor remarked without looking up from his work. The Brainiac program itself seemed to have removed itself from Earth's datanets, but it had left kill codes behind in pretty much every single system it had entered. Already the military command nets of most of the world's super powers were down and useless. More would follow unless Luthor stepped up his game.

"Care to share whatever you think you know?" Green Arrow asked him, idly playing with one of his arrows.

"You fools don't get how Brainiac operates," Luthor told them, sneering. "He's not some generic human criminal; he's a computer, delusions of sentience notwithstanding."

Batman regarded him coldly for a long moment, and then nodded. "What do YOU think its next step will be?"

"Everything Brainiac has done has been an escalation from his previous action," Luthor told him, still furiously typing. Kill codes that were about to destroy the power grid of central Europe were deactivated. "First it was a bunch of super villains wrecking a stadium. Then it was the planned murder of Supergirl before the eyes of the world. Then launching our own nukes at our cities. That ship in Metropolis? When your friends defeat it, it will explode and take the entire city with it, possibly the entire Eastern Seaboard."

"How can you possibly know that?" Green Arrow asked, enraged.

Luthor looked at him coldly. "It's what I would do in Brainiac's place. Superwoman will survive the blast, no one else will. Come to think of it, it might even make her more powerful if the payload's radiation output is close enough to solar rays. Instant devastation, the tragic hero who lost her entire team trying to prevent it, and an entire world wondering why there was not a single military asset present to protect all those poor people whose taxes paid for them."

Green Arrow looked at Batman. "You think he's right?"

"I think we can't afford to take the chance that he's not," Batman replied. "Superwoman? Come in!"

None of the three men noticed that Kona was no longer there with them.

Kara's blood froze as she heard Batman recite Luthor's theory on what Brainiac was up to. She wanted to believe he was wrong, but she didn't. Brainiac had no morals, no values, and no scruples. It had let her entire world die in ignorance, simply because it decided that the most efficient way of preserving Kryptonian culture was to save itself. Destroying a city, a few million human lives, would mean absolutely nothing to it.

As if to reiterate the point, the ship sent another barrage of energy beams down into the city below, obliterating yet another group of buildings. Kara did not have time to figure out if there had been casualties or not.

"We need to get this ship away from the city," she told the others. "Diana, J'Onn! The moment its force field fails, we get underneath it and push! We need to get it into high orbit as quickly as possible!"

"Understood, Superwoman," J'Onn replied.

The ship's force field finally flickered and died, allowing Kara to cut off her heat vision. She was feeling a bit winded. It had already been a pretty long day with Kryptonite radiation, Atomic Skull blasts, fighting an armada in outer space, and now fighting a skull ship over Metropolis. Never mind her worries about Kona and Clark. No time for any of that now, though.

In a blur of super speed, Kara was underneath the ship and started to push upwards with all her might. Diana and J'Onn were with her a moment later, adding their strength to hers. The ship did not remain idle, though. Its large metallic tentacles extended and began to attack them. Kara let loose with more blasts of heat vision. It took a full-power blast, though, to slice through even one of those things and there were plenty of them.

"Diana, J'Onn, keep those things off me! I'll keep pushing!"

Neither of her friends argued and soon Diana was happily slicing metal apart with her sword, while J'Onn was using his strength and the Martian version of heat vision to do more damage. All the while they were rising higher and higher into the sky.

"We're registering an energy build-up inside the ship," Batman's voice came through her com. "Looks like Luthor was right, something in there is going to blow."

As if it heard Batman, the ship increased thrust to its own engines, pushing against Kara. She felt their ascent slowing rapidly.

"We're still inside the atmosphere," J'Onn said. "If it blows here, it might well irradiate a large portion of the land below. I'll go into the ship and try to disable the engines."

"J'Onn, wait...," Kara called out, but it was too late. J'Onn had already gone immaterial to phase through the hull. Even as he attempted it, though, a tremendous energy charge enveloped his ghostly form. The Martian Manhunter screamed in pain and dropped like a stone.

"Diana, go after him!" Kara called out. "I've got this!"

Diana hesitated a mere moment, but then she nodded and sped downward after the plummeting form of their friend.

The world around Kara narrowed down to the ship above her and the energy charge she could feel building. Her tank was almost empty, she had expended too much energy on this long, long day. But there was nothing to it, she needed to get this thing out of the atmosphere or millions of people might die. So focusing everything she had left, she simply pushed.

She had no idea how much distance she had yet to cover. The metal under her hands was beginning to grow hot. She hoped she was high enough. She hoped that she wasn't wrong about Brainiac still wanting her alive. Rao, she hoped Kona and Clark knew how much she loved them both.

Suddenly the load above her lightened considerably.

"Kona?" Kara yelled, spotting her daughter beside her, putting her own strength against the ship.

"You can scold me later, mom," the girl said, cutting off her words of protest. "We need to get this thing out of the atmosphere."

Someone grunted on her other side and Kara knew what she was going to see before she turned her head. Clark was there, too. He looked like hell, his lower jaw was swollen and a deep purple bruise had formed. Nevertheless he, too, put his back against the ship and pushed. Oh those stubborn, wonderful children. She was so going to ground them again.

"You're out of the atmosphere," Batman called out to them. "Get away from that thing, now!"

Kara moved, gathering both her kids in her arms, clutching them tightly. They had barely cleared the ship's underside, though, when there was a tremendous blast of light, utterly silent in the near vacuum of the uppermost atmosphere. It lit every single nerve ending in Kara's body on fire and swept her away like a leaf on the wind. The blue disc of Earth and the star-spangled blackness of space performed a mad dance around her as she spun end over end without even the slightest hope of controlling her flight.

As her consciousness rapidly faded, she still felt two sets of arms around her, knew that her children were still there with her. Before she finally blacked out, she saw two more shapes approach. Diana and J'Onn. She smiled. Everything would be fine.

In a star system many light years away, the signal sent by Brainiac before its destruction was received.

"Brainiac node 17 destroyed! Receiving data burst!"

The Brainiac master program quickly processed the information sent by its destroyed node. The latest phase of its plan had not been as successful as predicted. While it did calculate a net gain in terms of Kara-El's standing in the eyes of the people of Earth, very little else had been accomplished. It did count the contribution of the Coluans as a plus, as it tied them closer to what would become the new Kryptonian Empire, but their creation of a counter program designed to destroy its own code negated that gain. After all, the existence of the Brainiac master program must be protected. That took precedence even over the creation of a new Krypton. Brainac WAS Krypton.

Brainiac calculated the next steps. It was clear that further escalation was needed to push Kara-El towards her destined role as ruler of New Krypton.

"Begin Project Alliance!"

"No traces of Brainiac's code to be found anywhere," Batman concluded. "We're rid of it. For now. Mostly thanks to Luthor, I must admit."

Kara felt like she had gone twelve rounds with Mongul and wanted nothing more than to sleep for a week, but there were still some loose ends to take care of first.

"Are we sure he did not leave any surprises of his own while having access to our systems?" Kara asked.

"He was observed non-stop. And he did seem cooperative... to an extent."

Kara nodded, satisfied with that answer for now. She would still check every single line of code in the Watch Tower's systems in order to be sure, but that had to wait until later.

"There was another transmission burst shortly before Brainiac's ship was destroyed. I am certain that it transmitted everything it learned this time around to wherever its main program is housed."

"Meaning it will be prepared for the Coluan counter program in the future," J'Onn concluded. "We need another strategy for its next attack."

"Long term we need to figure out where its main program is housed and destroy it," Batman remarked, "otherwise it will just keep sending copies after us."

Diana looked at Kara. "There is also the matter of its campaign to deify you, sister. We need to counteract it now, before it returns."

"I know," Kara replied, looking tired. "I fear there is but one way to do that."

'Miles to go before I sleep,' she mused.

Superwoman stepped up to the podium, a veritable storm of camera flashes going off. Silence fell over the room as she began to speak.

"Ladies and gentlemen of the press, I have a statement to make regarding the events of the past few days. There are things I believe the people of Earth need to know, things concerning my home planet Krypton, how it died, and who survived. For a long time I believed that my son and I were the only survivors of Krypton, but I was wrong. There is another survivor. Not a Kryptonian like Superboy and I, but rather something that my people created. Looking back, one of my people's greatest mistakes.

"I wish to tell you about the Kryptonian artificial intelligence known as Brainiac. Its role in Krypton's demise, as well as its plans for this world."

End Chapter 65

Author's Note: This chapter really gave me a lot of trouble. Once again I knew how it would end and what personal revelations would take place, but the action scenes with Brainiac and how to get rid of him (for the moment, at least) eluded me for quite a while. Did I mention I hate writing big action scenes? Hope it came out well, regardless. Brainiac's ship in this chapter is his famous skull ship, first seen in Action Comics (vol. 1) #544.

By the way, kudos to MLake867 (a reviewer on AO3), who figured out the origin of "The One Hour Conquest of Earth". It is indeed from Justice League (vol.1) #11, just not the title of the story, but rather a part of the villain's monologue from the cover.