Chapter 25: No Place Like Krypton (Panic in the Sky – Part 2)

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


Kara regained consciousness an undetermined amount of time later and the first thing she felt was pain. She tried to focus on her surroundings, but the familiar stabbing pain of Kryptonite radiation drowned out all other sensations. She had only felt it a few times before in her life, but the sensation was hard to forget.

"Your vital signs clearly show you have regained consciousness, Kara-El", the droning voice of Brainiac penetrated past the haze in her mind. "Please be advised that the radiation of Krypton's remains has severely disrupted your cells' ability to metabolize solar energy. In simpler terms, your physical attributes are currently at a level comparable to a Kryptonian under a red sun."

"You call those simpler terms?" she murmured, forcing her eyes open. She was sitting in the ship's command chair now. Two law enforcement drones were restraining her and a few meters away was the third drone with the open Kryptonite container. Yeah, the pain was definitely coming from that direction.

"I am truly sorry that this is necessary, Kara-El," Brainiac said, not sounding sorry at all, "but I am certain that you will come to see the logic of my actions."

Kara opened her mouth to shout out in defiance, but then thought better of it. As much as she hated the thought, she was currently helpless. Brainiac clearly had the upper hand. She needed to be smart about this if she was to have any chance of turning her fortune around. Brainiac clearly had a sense of self-preservation, otherwise he would hardly have left billions of Kryptonians to their fate in order to save his own skin. Threatening to destroy him had probably not been her wisest move.

"I am afraid I don't yet see the logic of your plans, Brainiac," she said instead, doing her best to sound calm and collected. "What are your plans? How do you intend to turn Earth into New Krypton?"

"It will be much easier thanks to your preparatory work," Brainiac said. "The humans trust you, they follow your directives. In their primitive point of view, you are already close to a goddess. It will take but a few carefully engineered incidents to make their trust in you absolute, while at the same time shaking their faith in their existing societal structures. With but little prompting, they will hand over control of their planet to you out of their own free will. Some will certainly refuse, but they will be easily thinned out."

It needed all of her considerable will power not to swear. She strained against the metal hands of the law enforcement drones, but there was no give from the robotic enforcers. Her strength that she had come to rely on so much was almost gone, thanks to the Kryptonite. She had nothing but her wits left, it seemed

"And what if I refuse to take part in your plan?" she asked, doing her best to sound casual. "It will be hard to find another Kryptonian goddess, I fear."

"It will be a bit more complicated," the computer admitted, "but I can easily create a digital avatar of you for broadcasting purposes. Holographic technology will enable my drones to take on your appearance as well. The primitives will never know the difference. I will then mass-introduce Kryptonian technology into their lives, all of which directly controlled by me. It will serve the double purpose of making their lives far more comfortable and ensuring complete control. I estimate it will not take longer than five Earth years.

"Your illogical refusals aside," Brainiac continued, "you have already done most of my work for me. Krypton will live again on planet Earth. You will be its ruler, either out of your own free will or as a figurehead. That choice is entirely up to you, Kara-El."

Everything inside Kara wanted to scream that it would never work, that humanity would never fall for it, but she wasn't sure. It was true, many people all over the world regarded her with a reverence that at times came uncomfortably close to religious. There were also those who called her Satan and worse, of course, but they were a minority. For the most part, humanity loved her. If she – or someone everyone believed to be her – started handing out advanced technology like candy, it would no doubt elevate her standing to the point where many would all but demand that she take over.

The thought frightened her, even without factoring in Brainiac. But had she really laid the groundwork for some kind of benevolent dictatorship without even noticing? Or worse, HAD some part of her noticed? Did some part of her WANT it this way? She didn't intend to recreate Krypton, that much she was certain of. She had always said that she wanted to advance Earth, though, push it forward. Make it a better world, especially for Clark, but also for the Kents and people like them who were capable of so much kindness. The idea that someone might object to her plans had never really entered her thoughts. Nor had she ever really considered that anyone but herself would guide this process.

Was she really in the process of setting herself up as a goddess? Was Brainiac right?


Superboy was hovering in space outside the Watch Tower, focusing his eyes on the approaching star ship. It was still relatively far away and he would have liked nothing better than to head out and meet it, but Diana and the others had convinced him to stick close. It was now almost an hour since they had last heard from his mom and if there was something on that ship capable of taking out Superwoman, then they would need their combined strength to meet it. Still, his entire body vibrated with the need to do something.

The ship was finally close enough that his super vision could lock onto it. To his chagrin, he still wasn't as good as his mom when it came to focusing his senses. It was less a matter of range, more a matter of being able to focus on what one specifically wanted to see. Without proper focus, his super vision would just make him look right through the entire ship instead of seeing what was going on inside of it. Apart from figuring out how to fly, getting his super senses under control had been the hardest part of his training.

"Can you see anything, Superboy?" Batman asked over the coms, bringing his thoughts back on track.

He concentrated harder. His mom was in danger, possibly, and everyone depended on him to figure out what was going on. He would not let them down! Slowly he let his eyes zoom in on the ship and carefully focused to see past the outer hull. Some parts of it were lead (or at least of similar density), so his vision didn't penetrate, but thankfully it wasn't the entire thing.

"I see a lot of empty corridors. Some kind of loading bay with dozens of humanoid-looking robot things. Storage rooms with lots and lots of technological knickknacks."

"Any sign of Kara?" Diana asked, sounding almost as worried as he himself was.

"Or other Kryptonians?" Batman added.

"Nothing yet... what a minute, I think I see her!"

He narrowed his eyes, trying to recapture the fleeting image he had seen during his last sweep. There, a room that looked like a command center of some kind. Several of the humanoid robots were present and looking more lively than the ones in storage. In the command seat... yes, that was mom! She was there. She looked... pained, though. Something was wrong. He managed to catch a glimpse of something green in the hands of one of the robots.

"Uh, oh," he muttered.

"What is it?" Batman demanded, sounding somewhat impatient by now. "Do you see her?"

"Yeah, sorry! I see her. She is on the bridge, sitting in a chair. It looks like some of those robots are restraining her and...," he paused, thinking that some things shouldn't be discussed over a com channel, no matter how heavily encrypted. "One of the robots is carrying something that glows green."

"Understood," Batman simply said, having clearly gotten the hint.

"So I guess we're treating this thing as a hostile then?" Adam Strange asked, the Javelin hovering close to Superboy.

"We can't just go in with guns blazing," Diana cautioned them. "Kara might currently be... vulnerable. If the ship loses atmosphere..."

Superboy had never personally experienced the pain of Kryptonite, but his mom had told him that it didn't just cause agony, but also disrupted their super powers. Right now his mom might be as vulnerable as any given human.

"I am doing my best to connect with Superwoman's thoughts," J'Onn tuned in, "but the distance is still too great, I fear. I might have an idea, though."

Superboy almost managed not to start as J'Onn's ghostly shape suddenly phased through the Watch Tower's outer hull. J'Onn's range of powers was impressive, to say the least. While he wasn't as strong or fast as a fully-powered Kryptonian, he more than made up for that in other abilities.

"What's your plan, J'Onn?" Superboy asked, just needing to do SOMETHING.

We need to coordinate a surgical strike, the voice of J'Onn said inside his mind. For this I need you to trust me.

I trust you, Cousin John, Superboy thought.

The telepathic abilities of the Martian Manhunter created a link between himself, Superboy, and Adam Strange. It was Superboy's eyes, which saw through the hull of the approaching ship and located their intended target. It was Adam Strange who used this information to program the Javelin's targeting systems to mark the exact spots where they would need to strike. It was J'Onn who tied their thoughts together and made sure that they all knew the plan.

Three! Two! One! GO!


"It appears you have withheld information from me, Kara-El!"

Brainiac's cold voice started Kara out of her troubled musings. There would be time to ponder her past decisions and plans for the future later. Right now, she was the prisoner of a computer program that had far exceeded its creators' intentions and was dangerously out of control. Everything else would just have to wait.

Focusing on the view screen in front of her, she saw that they were rapidly approaching the Earth. Straight ahead of them was the imposing bulk of the Watch Tower, orbiting the planet like a silent gate keeper. She spotted the arrow-shape of the Javelin hovering beside it, no doubt ready for action. And next to it, almost too small to be seen...

"Clark," she whispered. What in Rao's name was he doing here?

As if prompted by her voice, the view screen zoomed in and clearly showed Clark, dressed in his Superboy suit and looking directly at them. The crest of House El was clearly visible on his chest.

"Another survivor of Krypton," Brainiac said, managing to sound almost satisfied. "Given his age and House symbol, I conclude this is Kal Jor-El, son of Jor-El and Lara-El. He was only half a solar cycle old when Krypton exploded, so I must assume that he is even more contaminated by growing up on this primitive world than you are, Kara-El. How unfortunate."

"Don't you dare touch him," she growled, the pain of the Kryptonite paling in comparison to her fear for her son.

"Your concern for your relative is of no consequence," Brainiac dismissed her. "My plans will be adapted to include Kal Jor-El."

Kara still strained against the drones, but the Kryptonite radiation was a constant presence, zapping her strength. She had no doubt that Brainiac's calculations were correct, keeping the radioactive crystals just close enough to weaken her without doing any lasting damage. She would like nothing better than to tear this entire ship apart, but it was impossible as long as that thrice-damned Kryptonite was there. She could only hope that the Justice League and Clark would be able to...

"Enemy action detected," Brainiac intoned.

Kara looked up, seeing the Javelin and Clark accelerating towards them at terrific speed. The Javelin's weapons opened up and laser beams quickly bridged the distance, impacting against the hull of Brainiac's ship. The entire vessel vibrated with the impacts.

"Weapons of Kryptonian design," Brainiac remarked, unconcerned. "More effective than expected, but incapable of effecting any lasting damage on this ship. Your allies' actions will not deter me, Kara-El!"

Kara had stopped listening, trying to figure out what Adam and Clark were trying to accomplish. She had designed the Javelin's weapons herself and was very much aware of their capabilities. The Javelin was designed as an armed transport, not as something capable of going toe to toe with a large war ship. This attack might irritate Brainiac, but little more. Surely Adam and the others would be aware of this. So what...?

"Warning, secondary attack detected!"

Clark had broken away from the Javelin and was unleashing his heat vision against the ship. Twin beams of red energy scorched the hull as he darted around it with impressive speed. She had only taken him flying into space a couple of times now, but he was handling it beautifully.

"Interesting," Brainiac said. "Kal Jor-El seems to have developed the same energy projection powers that I have seen you display in some of the broadcasts I intercepted, Kara-El. Impressive. But still ineffective."

Kara was forced to agree, sadly. Clark's powers were still weaker than hers were. Her own heat vision at full power might just be able to penetrate the hull of this ship, but Clark was not yet powerful enough. Which he had to notice, yet he was still blasting away. Why were Adam and Clark doing this? Didn't they know that these attacks would do little more than... distract? Of course!

Prepare yourself, Kara, the voice of J'Onn echoed through her mind.

The near-invisible form of the Martian Manhunter penetrated the hull of the ship and floated through the command center like a ghost. Sparing but a short glance for her, he made a beeline for the drone holding the Kryptonite container.

"Unknown presence detected!"

The drone raised its free arm and opened fire, but the laser blasts passed harmlessly through J'Onn's incorporeal form. Kara spoke a silent prayer to Rao that Brainiac hadn't equipped his robots with flame throwers. A moment later J'Onn reached the drone and snatched the Kryptonite container out of its hand. A second later he was gone again, passing through the floor and taking the Kryptonite with him.

The moment the Kryptonite was out of reach, Kara felt the pain fade away and her strength began to return. Thankfully, the annoyingly rapid effect Kryptonite had on her physique was balanced by an equally rapid fading of said effect once the radiation was gone. She flexed her arms and quickly broke the grip the drones had on her. Rearing back, she put her fist right through the head of the left one. The right one managed to raise its arm, but before it could shoot a kick from her tore it in half. The third drone fell victim to a burst of heat vision.

"This is illogical," Brainiac said, somehow sounding panicked despite its tone of voice never changing. "My calculations showed no possibility of you breaking free! How have you accomplished this?"

Kara grinned, though there was very little humor in that grin. "It's an old Earth song, Brainiac, you wouldn't know it. I get by... with a little help from my friends!"

Not waiting to see whether Brainiac had more Kryptonite handy, Kara quickly scanned the interior of the ship and started moving. She plowed right through the floor of the control room and accelerated. Mere seconds later she used her own body as a missile and punched right through the ship's central computer core.

"Warning! Warning! Computer core compromised! Activate secondary systems!"

"Oh no, you don't!"

Kara's eyes blazed red, even as she called forth all the rage she felt for this soulless bucket of bolts. Brainiac had left billions of Kryptonians behind to die. It threatened her new home world. It threatened her son. She would not allow it to do any further harm. Crimson beams of energy sliced through the interior of the ship, severing systems, destroying relays, and generally wrecking everything she could find.

"Warning! System failure! System failure!"

"I'll give you system failure!"

Kara could count the number of times she had fully cut loose with her powers on one hand. The battle against Mongul for the War World came to mind, but that had been more of an exercise in frustration, seeing as the alien tyrant had withstood even her strongest attacks. Not so this ship. She unleashed her full fury on it and it came to pieces around her.

A red haze descended over her mind and she didn't care whether or not this ship was a piece of her lost world or might contain useful pieces of technology. She just wanted it gone. She moved, she struck, she blasted, and even when the voice of Brainiac had long ceased talking she didn't let up.

She didn't know how much time had passed, but when she regained her faculties she was floating in a field of debris, all that was left of the Kryptonian ship. Some distance away she spotted the Javelin with J'Onn and Clark floating close by. After a few seconds Clark quickly flew over to her.

"Mom? Are you... are you okay?"

Did he... did he look scared? Of her?

"I... I am fine, Clark. Thank you!" She quickly hugged her son before looking over at the others. "Thank all of you! I don't know how I'd have gotten out of there on my own."

"Well, you did most of the heavy lifting there at the end," Adam remarked.

"Was it really a Kryptonian ship?" Batman asked over the com. "What happened in there, Superwoman?"

She sighed. "Let's head into the Watch Tower. I've got something of a story to tell."


"Scanners picked up a transmission burst from the ship shortly before it was destroyed," J'Onn told her. "Destination unknown."

Kara nodded. "I feared as much. Brainiac is a computer program, not a living creature. He might well have copied his code elsewhere."

"So he will be back," Batman concluded. "We need to be ready."

"We will be," Kara said, though her mind was actually elsewhere. On what Brainiac had accused her of doing. On the look of fear she had seen on her comrades' faces as she had torn the ship apart in a bout of rage. On the look of fear on the face of her own son.


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

"Brainiac node 13 destroyed! Processing information! Presence of two Kryptonian survivors confirmed. Hostile action by Kryptonian survivors confirmed."

The Brainiac master program quickly processed the information burst sent by its node and spent several seconds making plans. Clearly the Kryptonian survivors were compromised in some way, probably due to exposure to the primitive conditions on that planet. For the moment at least, it seemed prudent to simply observe instead of instigating a second confrontation.

"Survivor designated Kara-El will be given the opportunity to mold the planet called Earth into New Krypton according to her own design. Should she fail, she will be removed. Survivor designated Kal Jor-El will then be utilized in her stead."


End Chapter 25

Author's Note: Brainiac will be back, of course. Until then he has left Kara with some pretty heavy thoughts, which we'll explore a bit more in the next chapter. Oh, and the quote of the Jo Cocker song is taken from the official "Panic in the Sky" comic book story where Superman says the exact same thing to Brainiac. I just love that line (and that song, too).