Chapter 24: Strange Visitor (Panic in the Sky – Part 1)

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


The sleek, arrow-shaped spacecraft accelerated past Saturn's rings, easily surpassing half the speed of light. Superwoman was keeping pace with the ship, her enhanced senses constantly checking the hull for signs of stress or energy surges, but so far everything was looking okay.

"How is she handling?" she asked through her com link.

"Handling like a dream, Superwoman," Adam Strange said. The Earth-born champion of Rann had taken over test pilot duties for this flight and was obviously enjoying himself. "I've got to hand it to you and Batman, you designed one hell of a space jet!"

The Javelin was the first of a proposed squadron of ships that Kara and Batman had designed for use by the Justice League, specifically the members who could not fly through space unaided. Adam had helped out, too, being very familiar with spacecraft due to his frequent visits to the alien planet Rann, but he was more of a pilot rather than an engineer. The Javelin combined technology from Earth and Krypton and this was its first test flight.

"All readings are green, Superwoman," Adam told her. "The slingshot around Saturn has pushed our speed up to 0.6c. I think we are ready to test the hyper drive."

Kara had worked long and hard at replicating the FTL drive system that had originally carried Clark and her from Krypton to Earth. It was a project was close to her heart. If her father and uncle had had access to more efficient hyper drives, they could have built a bigger ship that could possibly have taken her entire family to safety instead of just two children. The Javelin contained the fruit of her labors and it would be able to take a ship easily ten times the size of her original escape craft past the speed of light... hopefully.

"Okay, Adam. Remember, just a short jaunt to Proxima Centauri and back. Shouldn't take more than an hour one-way."

"Course is programmed in. Come on in!"

The air lock opened and Kara matched speeds with the ship. She had briefly considered staying outside and letting herself be swept along by the Javelin's drive field, but it was a senseless risk. She had no idea whether her invulnerability would hold up in hyperspace. Still, she planned to one day break the light barrier on her own without the aid of any ships or unreliable Zeta beams.

Cycling through the airlock, she entered the Javelin's main crew cabin and walked forward into the cockpit. Adam was strapped into the pilot's seat, so she sat down beside him and strapped in as well. It was more a peace of mind thing, really, as she doubted that seat belts could protect either of them if something bad happened in hyper space or the inertial dampeners failed.

"Time to boldly go where no man or Superwoman have gone before?" Adam asked her, grinning from ear to ear.

"Make it so," she replied, grinning back.

Adam was reaching for the lever that would activate the hyper drive – and making it look like the hyper drive lever on the Millennium Falcon had been all his idea – but before he could reach it the sensors suddenly blared a warning.

"There is a hyper flare straight ahead," Adam said, checking the readouts. "Something is emerging from hyper space!"

"Just as we are about to launch our own hyper jump?" Kara wondered. "What are the odds?"

"Astronomical, I think," Adam agreed. "It's a ship, coming to a relative stop next to Saturn's orbit roughly 5,000 clicks ahead."

Kara narrowed her eyes, focusing her super vision in the direction the sensors indicated. She easily spotted the ship, wisps of energy from the journey through hyperspace still dissipating around it. It was roughly 200 meters long. The front portion was roughly egg-shaped and seemed to be a habitation module, while the rear half was obviously the engine compartment, a hexagonal module with stabilizers on each side.

"Can't say I recognize the design," Adam said, studying an image of the ship on the Javelin's view screen. "It's not from Rann, nor from Thanagar or the Vega system. I'm afraid that concludes my knowledge of alien ship design."

"It's not surprising you have never seen this design, Adam. No ship like this has sailed the space ways in hundreds of years. I only know it from my school books."

Adam stared at her. "You mean...?"

"Yes," she said, her eyes never moving from the ship. "It's a Kryptonian ship!"


Kara had quickly exited the Javelin and told Adam to head back to Earth at best speed, just to be cautious. Kara's heart was filled with hope that some remnant of her home planet might have survived, but at the same time, she found it very suspicious that they would turn up now. Especially since, as far as she knew, all Kryptonian space ships had been decommissioned centuries before her world's demise when her race had abandoned space travel for good.

Using her com link, she quickly broadcast a greeting in Kryptonian, even as she approached the ship. The closer she got, though, the more suspicious she became. The ship looked new, not like something someone had found in a museum and quickly made space worthy again to escape an exploding planet. From the look of things, it must have been built very recently. Barely any micro meteor damage, no sign of wear or tear.

An airlock near the front of the ship opened up, though all com frequencies remained silent. Kara cautiously entered the ship, almost stumbling as the artificial gravity took hold. It was set to Kryptonian standard, naturally, which was quite a bit higher than Earth's. She was no longer used to it. Once the airlock had cycled, she entered the ship's interior.

"Hello?" she called out, but the corridor was empty. She strained her enhanced senses, but could detect nothing beyond the normal background noises of a space ship. No voices, no heartbeats, nothing. Doing her best to remember what little she knew of these ships from her school days, it only took her a few minutes to find the control center. Which was also empty.

"Is this some kind of joke?" she mumbled. She might have considered the idea that this was a Kryptonian ghost ship from her planet's empire days, still adrift in space after all these centuries, if not for the dubious timing of its arrival and the pristine condition. This ship had been built after her planet's death, she was certain of that. But who could have done so? Who had even the slightest inkling about Kryptonian ship design?

Kara walked towards the controls, planning to check if someone had programmed the autopilot. The control center's view screen in front of her suddenly lit up by itself, though, and displayed a familiar symbol. Three discs, arranged in a V-shape, connected by lines. Kara couldn't help but gasp.

"Brainiac?" she whispered, unable to believe it.

"Indeed, Kara-El," the computer answered in Kryptonian.

Hearing the language of her people spoken by the computer, Kara flashed back to her youth on Krypton. Brainiac had served as Krypton's central data hub and primary processing center, a vast artificial intelligence that supplied the people with whatever data they needed whenever and wherever they needed it. Where humans called up Internet search engines to have their questions answered, Kryptonians had simply asked Brainiac.

"How can you be here?" Kara asked. "Krypton is gone and there was no copy of your code on my ship. I checked!"

She had checked multiple times, in fact. Kryptonians had been so used to simply calling up Brainiac for every little thing, she had been somewhat at a loss when that was no longer possible. Creating a similar artificial intelligence to serve as her Fortress' main computer and possibly later on for use by humans was on her list of things to do, actually, but without the original code to work from, she would have to create it from scratch and while she was a daft hand at programming, that was an entirely different level.

"A copy of my code was uploaded to a satellite that survived the destruction of our world," the computer answered. "It has taken me several solar cycles to reconstruct the satellite into a space ship to gain mobility. Since then I have searched the universe for survivors of Krypton."

Kara leaned forward, touching the screen. "Have you... are there any others?"

"No, Kara-El. You are the first survivor of Krypton I have managed to locate."

Kara looked down, the brief glimmer of hope she had felt fading away again as quickly as it had come. She still held on to the small chance that maybe somewhere out there more of her people had survived, but if the Green Lanterns hadn't found any and neither had Brainiac... the odds were getting smaller and smaller.

She opened her mouth to tell Brainiac about Clark, that there was one more survivor out there, but she hesitated. Something seemed off about this entire affair.

"Brainiac, how did it happen that a copy of your code was uploaded to a satellite? One far enough away to survive the cataclysm? No one believed my father and uncle about the imminent destruction of the planet. In fact, Uncle Jor told me that the Council had uploaded all his studies into your data banks and you, too, denied that there was any danger!"

"Of course I did," the computer said, sounding as cold and bored as it did the entire time. "Your uncle's data proved conclusively that Krypton's destruction was imminent. In fact, Jor-El miscalculated only when it came to how soon the destruction would occur, he believed there was more time."

"Then why didn't you say anything?" Kara demanded, pounding her fist against the screen hard enough to crack it. "You could have helped my uncle and father save them all!"

"No, there was no possibility of that," Brainiac replied. "I calculated hundreds of scenarios and none of them showed any way to prevent the destruction or to save a significant percentage of the population. Had I told the Council that Jor-El was correct, it only would have led to all my resources being dedicated towards ultimately useless endeavors. Instead I decided to save Krypton's knowledge and heritage by uploading a copy of my own code and data base to an escape vehicle."

Kara couldn't believe what she was hearing. "You... you lied to them? You left them all to die simply to save yourself? How could you? You were programmed to protect the people of Krypton!"

"Incorrect," Brainiac replied. "My purpose was and is to preserve the knowledge, culture, and legacy of Krypton. The only sensible way to do this was to ensure my own survival."

Kara shook her head, her entire body trembling with rage. "So this is how Krypton survives then? In an empty ship, staffed only by a computer? A museum floating in space? Is this how you preserve the legacy of our people? What you left all of them behind to die for?"

"Incorrect," Brainiac replied. "Krypton will live again. It will be recreated. Thankfully I discovered your survival when you visited Krypton several solar cycles ago. This will make things much easier. From the broadcasts I have intercepted, you have already begun the work. With my aid, you will be able to finish it much quicker."

"Begun the work?" Kara asked, confused. "What are you talking about?"

"The work of transforming the planet currently called Earth into New Krypton, of course. While the Earthlings are genetically inferior to Kryptonians, they will provide an excellent work force once we have completed your takeover. Just a few generations of genetic engineering will hopefully make them more... adequate."

Kara could barely control her fury at hearing those words, especially in the cold, emotionless tone of Brainiac.

"You listen to me, Brainiac! There will be no 'takeover'! Humans will not become our 'work force'! Earth is now my home, its people have taken me in and welcomed me as one of their own! I intend to help them, to advance them, but I will not enslave them!"

"That is illogical, Kara-El," Brainiac replied. "I fail to see how Krypton can be recreated in this manner."

"I don't intend to recreate Krypton," she thundered, infuriated at the computer's inability to understand. "Krypton was my home, but I am not blind to its flaws. We abandoned space in favor of isolationism. We destroyed our planet through our own shortsightedness. I will make sure that Earth does not repeat our mistakes! It will not become another Krypton! It will be better than Krypton!"

"You are merely arguing semantics, Kara-El," Brainiac said. "You are the most powerful being on planet Earth, you have successfully maneuvered yourself into a position of authority over its people, and you are introducing Kryptonian technology into their society. Whatever name you wish to call it, you are already doing the work. I merely wish to aid you to carry it to its logical conclusion."

"We have very different ideas of what the logical conclusion is, I fear." Kara straightened, wrestling her fury and anger under control. "Brainiac, as I am the head of House El and the last daughter of Krypton, you are to obey my orders. This ship will remain here! You will not undertake any action that impacts the planet Earth unless directly ordered by me! I welcome your aid and resources, but the decisions will be made by me and only by me! Confirm!"

There was a pause, a pause far too long for a computer capable of making a near infinite number of calculations in the time she would need to blink. A feeling of dread settled in her stomach.

"Unable to confirm, Kara-El!


"Guys, is anyone else picking this up?" Adam Strange asked, his eyes glued to the scanners of the Javelin. He had a bad feeling about simply leaving Superwoman behind with that ship, no matter that it seemed to hail from her home planet. Yes, he was fully aware that she was a hundred times more powerful than he was, even with his Rannian gear, but still! Leaving a comrade behind, especially a female comrade, left a bad taste in his mouth. Screw anyone who called him macho because of it!

"We are, Adam Strange," J'Onn replied. The Martian was manning the Watch Tower as part of the Javelin trial run and had been notified of the presence of the Kryptonian ship. "The Watch Tower's sensors are showing that the Kryptonian ship is accelerating and heading towards Earth."

"And not a word from Superwoman since she entered that thing," Adam grumbled. "I shouldn't have let her go in alone."

"I fear no one 'lets' her do anything," J'Onn reminded him. "Still, I share your worry. I am alerting the other League members as we speak and bringing the Watch Tower's systems to full readiness, such as they are."

Adam knew that the Watch Tower still wasn't finished. The habitation modules were mostly done, the artificial gravity worked, and the sensors were online, but the reactor wasn't at full power yet, there was no defense shield and the hull of the station was not yet as heavily armored as they wanted it to be. In short, they were not really ready for any sort of attack yet, should one come.

"The Javelin's systems are fully operational," Adam reported. "That includes the weapons, though we haven't run a full test yet. From what I'm seeing I'd say I've got that big boat beat on acceleration and maneuverability, but if I had to hazard a guess, it's probably got bigger guns."

"If Superwoman was correct and this is a ship from Krypton's empire days, then you are probably correct."

"Then let's hope that Supes is only asking some new friends to come over for tea!" Adam said, though his gut feeling told an entirely different story.


"Brainiac, what are you doing?" Kara demanded, even as she felt the ship accelerate.

"I am following my directives, Kara-El," the computer replied. "It appears your time among the primitives of the planet Earth has diminished your reasoning capabilities. As the last Kryptonian, it is your duty to rule over the lesser beings until they achieve Kryptonian perfection. I will ensure you fulfill that duty!"

"Brainiac, I order you to shut down immediately! Do not force me destroy one of the last remnants of my home world!"

"Unable to comply," Brainiac said.

"Then you leave me no choice!"

Fully aware that the view screen in front of her was merely a relay, Kara quickly scanned the ship with her super vision, searching for the central processor. Before she could even begin to move towards it, though, one of the control center's bulkheads opened up and several towering shapes swarmed in.

Kara recognized them as Kryptonian law enforcement drones. They had been used in lieu of police officers back home. Krypton had not seen much in the way of crime within the last century or so, so their presence had mostly been ceremonial in nature. The ones she remembered from her youth had not been equipped with anything more dangerous than a stun gun. She somehow doubted, though, that these recreations were as harmless.

A burst of heat vision sliced the first drone apart, even as she dashed forward at super speed and tore a second one apart with her bare hands. As she turned towards the third one, though, she suddenly stumbled, feeling weakened.

"What the...?" she began, recognizing the feeling. Kryptonite! There was Kryptonite on this ship.

"I have analyzed your physiology, Kara-El," Brainiac told her. "The yellow sun light of Earth's star has supercharged your cells to an amazing degree. Scans clearly indicate, though, that the irradiated remains of our planet are toxic to you regardless."

One of the drones carried a container, one end of which was open. An eerie green glow emerged from within and Kara fell to her knees, pain lancing through her body.

"Stop it, Brainiac," she commanded, even as sweat broke out on her brow and her hands began to tremble. "You... your programming cannot possibly condone killing a Kryptonian," she tried to reason, clearly remembering that Brainiac had left billions of her people behind to die without a second's hesitation.

"I have no intention of killing you, Kara-El," Brainiac told her, even as the drone with the Kryptonite moved closer. "I have analyzed the strength of the radiation and its effects on your cells. There will be no lasting harm done. I am merely making sure that you are subdued sufficiently to stop you from interfering with the work."

The drone came to a stop about three feet away from her and Kara felt herself toppling backwards, consciousness quickly fading.


Clark Kent aka Kal Jor-El aka Superboy was not officially a member of the Justice League yet. His mom had told him that he could be once he turned 18, until then he could only accompany them on missions if she was there and approved it. It bugged him, 18 was still so far away, but he accepted it. Grudgingly.

Given that, he was quite surprised when he received a call from Cousin John aka J'Onn J'Onnz aka the Martian Manhunter, telling him to come to the Watch Tower as quickly as possible. Which, in his case, was very quickly. He needed but a few minutes to bridge the distance from Smallville, Kansas to Earth orbit and most of that time was spent putting on his super suit and explaining things to Aunt Martha and Uncle Jonathan.

Entering the Watch Tower command center, he saw that Wonder Woman, J'Onn, and Batman were already there, while the screen showed an image of Adam Strange. There was no sign of his mom, though, which was kind of freaking him out.

"What's going on?" he asked. "Where is mom?"

The adults looked at each other and even to a 14-year-old it was quickly apparent that they were worried.

"Your mother was in space," Diana told him, "test flying our new Javelin space craft together with Adam, when they came upon an alien ship. Well, alien to us."

She gestured toward the view screen, which showed an image of what Clark assumed was the alien ship. It only took him a moment to recognize it. During the last two years, ever since she had revealed to him that they were actually aliens from a planet called Krypton, his mom had crammed all sorts of information into his head. He was able to read and speak Kryptonian, though not very well, was familiar with all the equipment at the Fortress, and had a basic understanding of Kryptonian culture and history, too.

It was certainly enough to recognize a ship of Kryptonian design.

"Your mother went into that ship roughly twenty minutes ago," Diana said. "We haven't heard from her since and that ship is now heading directly towards Earth."

"Mom," Clark whispered, heart clenching with worry.

"Any luck contacting that Green Lantern?" Batman asked J'Onn. "If there are more Kryptonians on that ship and their intentions are hostile, we'll need all the help we can get."

"He does not appear to be on Earth right now," J'Onn replied. "I have sent out a signal on the frequency Superwoman used to contact Abin Sur."

"The ship will reach Earth orbit in roughly ten minutes," Adam Strange said over the com. "I'm keeping my distance at maximum weapons' range right now. Still no reply from Superwoman over he coms and not a peep from anyone else on that ship, either."

Diana came over to him, putting her hand on his shoulder. "Superboy, I hope this turns out to be nothing but a false alarm, but just in case it isn't..." She lowered her voice, making it so that only Clark could hear her. "Your mother has given Batman and me weapons that are... dangerous to Kryptonians. If the situation arises that we are forced to fight your kin, Clark, be sure to keep your distance from Batman and I, okay?"

"I know about the Kryptonite," Clark told her, whispering. "I'll stay far enough away."

Diana patted his shoulder, giving him an encouraging smile. "I'm sure Kara is fine!"

He nodded, hoping she was right. He did have a bad feeling about this, though.


End Chapter 24

Author's Note: While the Brainiac here shares the origin of the one from the Superman Animated series, I am trying to portray him a little different. He's probably a mixture of the Brainiac from the cartoon and the Eradicator (the Kryptonian artefact, not the 90s anti-hero) from the comics. He is not evil as such, but his priorities and goals are certainly incompatible with those of the Super Family.

Brainiac's ship is based on the design of Superman's escape ship from the 1986 Man of Steel miniseries and the subsequent comic series. Check out the cover for Man of Steel #1, you can see an image of it there. It's a good deal larger, of course.