Chapter 1

Timber Wolf hung on gamely as Brainiac 6 tried to shake the three superheroes off, with little success. Black and white swirls whipped past them as though they were falling, but the sensation, if he'd had time to think about it, would have registered as being about the same as using a flight ring.

Timber Wolf dug his claws into Brainiac 6's back, determined to hang on no matter what. He wasn't about to lose the crazed machine or his consciousness before the ride was over.

Though he had to admit he was at a major disadvantage fighting both a crazy computer and the black spots beginning to cover his vision at the same time.

This was not going to be pretty...

The 21st Century...

'How long have I been back in the 21st century?' he mused.

The Justice League space station orbited slowly around the Earth as Superman, currently on watch duty, looked at the stars surrounding the blue planet as they shone brightly in the sky. No matter how many times he saw the sight, he would always love it, regardless what time he was in.

It had only been about a year since he'd returned from helping the Legion fight Imperiex and he wondered, not for the first time, how Brainy and the rest were doing. Had Brainy rejoined the Legion? Had things gone back to normal for them? Had any of them been hurt or killed?

"Yo! Earth to Superman!"

Superman snapped out of his thoughts, looking up at Flash in surprise.

"Flash? What is it?"

"Dude, are you even watching those screens?" Flash pointed to the large red blip that had appeared in the center of Metropolis. "Bogie at twelve o'clock!"

Superman enlarged the image, at first only seeing smoke, as though something had landed hard, which as the smoke cleared, could easily be seen. Though what was yet to be determined.

Superman and Flash watched as the smoke finally cleared.

"Oh no," said Flash, eyes widening. "Is that who...er, what I think it is?"

"Brainiac," frowned Superman.

He hit the emergency alarm and moments later, five faces popped up on separate screens.

"Superman, Flash, what is it?" asked J'onn calmly.

"It's Brainiac! He's in Metropolis!" said Flash.

"In Metropolis? But we destroyed him," cut in Hawkgirl.

"I know that, but he just landed!" Flash shot back. "Look!"

He hit several keys, transferring the live feed to the communicators of the others. There were several gasps.

"Everyone, get to Metropolis as fast as you can," ordered Superman.

"On it!" confirmed Flash with a salute before he vanished in a blur of red.

"On our way," said the others before cutting out.

Superman switched back to the live feed for a moment, studying the image of Brainiac. Something was off. He was too... futuristic.

Superman's eyes widened, one thought ringing in his ears as he took off after Flash.

Brainy!

XXXXXXXXXX

Brainiac 5 tried his best not to loose sight of the four ahead of him in the wormhole. The last thing he wanted was to end up too far behind them and unable to help because he'd come out hours, days, weeks after the battle.

If that happened, he wasn't sure he would ever be able to forgive himself.

He ignored a painful twinge in his chest and narrowed his eyes, never taking them off the four ahead of him when abruptly, they disappeared into the light of the end of the wormhole.

XXXXXXXXXX

Flash was, as per usual, the first one at the scene. He looked everything over in two seconds flat and came to a ground-breaking conclusion-- the whole thing was a mess.

The street was torn apart from the impact and there was a crater-like hole in the middle of the intersection for 9th and Georgia (Flash thanked his lucky stars it hadn't been the next block over where his favorite diner was located). A water pipe had been hit and water was streaming out of it, drenching everything in the area, including Flash himself. There was still a bit of smoke coming from the hole that Brainiac was pulling himself out of.

Then Flash noticed something.

"Hey, Brainiac! Got a new look I see!" he greeted in his cheerful manner.

The computer didn't even acknowledge him, seeming to be focused on something he was trying to shake off his back. Flash saw that it was human in form and wearing an orange jump suit and black books. The form was fairly limp, seemingly trying to hold on with the last of it's strength. Willpower alone was keeping it there and conscious.

Flash whipped around Brainiac and tried to help the creature out by getting it off the evil computer, but he only received a weak growl from the limp form and a bash in the skull from said evil computer in the moment he wasn't paying attention.

Flash went flying but was caught midair by Green Lantern as he swooped in with Hawkgirl and J'onn right behind him. All four landed and moments later were joined by Wonder Woman and Batman, coming in from the other direction.

"What in Hera's name is that?" exclaimed Wonder Woman, pointing to the black and white swirling tunnel several miles above the city.

"It looks like a wormhole," replied Batman with a frown.

"What was Brainiac doing in a wormhole?" wondered Green Lantern.

"I could make a logical guess," replied Superman, landing amid the group.

"And?" asked Batman.

"That's not the Brainiac we know. It's a future Brainiac."

"A what?" gasped Wonder Woman.

"So let's kill it and rid the future of the virus," said Hawkgirl, gripping her mace.

"Hang on," said Superman. "Let me try something first. I think..." he trailed off, seeing the form of Timber Wolf hanging off Brainiac's back.

Without waiting to explain, he swooped past Brainiac, taking a good look at him as he pried Brin forcibly off of the computer's back. He flew quickly back to his group, holding Timber Wolf carefully, knowing that wasn't Brainiac 5, as he had feared.

"Timber Wolf! Wake up!" he called, seeing how badly the superhero was hurt. "Timber Wolf!"

Brin's eyes cracked open weakly. "S... Superman..." he breathed. "Legion... Brain... h-help... Cam... L... Lightning..."

Unable to fight the blackness any longer, Timber Wolf passed out.

"Superman? Do you know this guy?" asked Batman.

"We have to take down Brainiac before--" began Superman, setting Brin down and turning to look at the Brainiac.

At that moment, something else came flying out of the wormhole. The Justice League watched as what appeared to be a second Brainiac made a bee-line for the first one, clearly on a collision course that would be the furthest thing from a soft landing.

The first Brainiac looked up just in time to have the second Brainiac's foot make direct contact with his face, all the force of a several mile fall behind it. The two went down in another cloud of smoke from the power of the impact and the Justice League members were forced to take cover.

Superman shielded the unconscious Timber Wolf, wanting desperately to confirm what he thought he'd seen. Had that really been Brainy? It couldn't be though. That looked like a full robot and Brainy was human now. It didn't make sense.

Flash dashed around the hole, dispersing the smoke so they could see things more clearly and Superman's eyes widened. No. That couldn't be Brainy! He wasn't a computer anymore.

But there it was. Either Brainy, or a very close replica made to look a few years older and looking like a full fledged robot. Superman glanced down at Timber Wolf and noticed that he look a bit older too. How much time had gone by for them?

He got up and rushed over to where Brainy was currently wrestling with the downed Brainiac, and having some problems. It was clear that he would loose if they kept at it for any amount of time.

Superman barreled into the side of the other Brainiac, who had just managed to give Brainy a good punch in the side of the head and begin to stand. Superman ran him into the side of the nearest building and as he stood up, ready to fight, the Brainiac's cold eyes met his, and Superman could have sworn there was a smirk on those immobile lips.

"So we meet, Superman. But for now, I must withdraw."

With a bright flash of light, the Brainiac disappeared. Superman and the others looked around, but there was no trace of him.

Then the second Brainiac slowly made his way to his feet, only to be immediately surrounded by the League members, each standing threateningly and brandishing their various weapons. This Brainiac looked bad. As bad as the guy who'd been on the first Brainiac's back, maybe worse.

His eyes didn't seem to be focusing well and he looked around shakily, as Superman stepped between J'onn and Green Lantern to get closer. Superman's eyes widened slightly.

"Brainy?"

"S... Superman," B-5 croaked, knees suddenly giving out.

He tumbled forward, but Superman caught him before he hit the ground. "Brainy! It is you!"

Brainy weakly grabbed Superman's arm and looked up at him. "Get this... thing off... me," he said in a barely audible voice as his other hand reached up to try and unlatch the neck piece, but the gesture was useless as his strength was nearly gone.

He seemed desperate to get it off and, as the rest of the League watched, Superman found the latch. The suit opened enough that the pieces could be taken off at the wearer's discretion and the hero carefully helped the green-skinned being out of it, piece by piece. The green-skinned creature looked as though he was just out of his teens and he was shaking badly, eyes seeming unable to focus.

"Brainy!" Superman said worriedly. "What happened? Why were you in that suit? What about the others? Are they okay?"

"B-Brainiac... six..." whispered Brainy with the last of his strength. "Where are... Cam and... Lightning Lad... Timber Wolf...? They were... ahead of me... "

Brainiac 5 passed out and Superman looked up, worry clear in his eyes. "Quick, check the crater for others!"

The other League members hesitated, not sure about the Brainiac Superman was currently supporting, but turned and spread out in search nonetheless. With Flash's help, the other two were discovered minutes later.

"Get them up to the station," ordered Superman.

"Are you sure? One of them is a Brainiac," rumbled Batman, ever the trusting sort.

"Just do it. I'll explain later," replied Superman, taking off with Brainy.

J'onn picked up the suit as Wonder Woman took the orange alien, Green Lantern brought the gray furred wolf-like man, and Hawkgirl carried the red head, who happened to be the only semi-normal looking one of the group. The rest followed closely behind.

XXXXXXXXXX

"Brainy?" called Bouncing Boy as the door to the lab slide closed behind him. "You in here, buddy?"

Bouncing Boy moved through the cluttered lab, careful not to touch anything or accidently bump into it lest it break, fall, or attack him. In Brainy's lab, one could never tell for sure. Eventually he reached the smaller side room and he could hear someone moving around inside, banging things a bit as they worked. The door slide open for him, apparently having been left unlocked.

Brainiac 5 looked up from the long table he was working at, eyes covered by goggles to protect his human eyes.

"Bouncy," he greeted in his quiet, even voice. "What is it?"

"Brainy," said Bouncy, taking in what lay on the table with an air of surprise and caution. "I think I should be the one asking that. What are you working on?"

Brainiac 5 pushed the goggles up into his short blonde hair and set his tools down. "I am taking precautions."

"In case of what? Another Imperiex invasion?" demanded Bouncy, getting a bit worried.

On the table lay the parts and pieces of what had been the robotic Brainiac 5. It looked like Brainy was remodeling them into something else and a full body, half completed suit lay amid the still untouched pieces.

"No," replied the now-human Brainy easily. "In case of another Brainiac problem."

"Brainiac's gone, Brainy," said Bouncy, trying to be reasonable.

"Yes. The common assumption. However, such a conclusion is highly inaccurate when the facts are taken into consideration."

"What are you talking about? We all know 1.0 was destroyed when he was deleted from your systems. He couldn't have survived that!"

"Incorrect," was the calm reply as Brainy turned back to the suit, sorting through the remaining pieces. "Remember that Brainiac is, in essence, a computer virus. Completely destroying him is not possible by simply wiping him from a single system. He was of one mind with all Coluians for an extended period of time. It is highly probable that one or many pieces of Brainiac 1.0 were left in the Hive, regardless of whether or not they realize it. Therefore, it it also highly probable that he survived and is even now rebuilding and rebooting somewhere, under the Legion's radar."

He turned back to Bouncing Boy, face serious. "I have done a clean sweep of all Legion hardware, Computo and my old parts included, and have come to the safe conclusion that Brainiac is no longer in any of it. However, for all other technology that Brainiac 1.0 came in contact with, I cannot be certain. That is why I have taken to building this suit from my old self. Now that I have evolved beyond the need for mechanical parts, I am no longer certain that I could withstand a second fight with the original Brainiac. The chances of me winning in a fight against a new, evolved version of Brainiac, even with the Legion involved, is a mere one in eight hundred thousand. However, with this suit, the chances go up dramatically to one in six."

"Brainy," whispered Bouncy as Brainy turned back to his work. "It's dangerous, isn't it? Using that suit, I mean. It'll be dangerous for you, won't it?"

Brainy gave a small nod in confirmation.

...

...

...

Brainy's head snapped up as the alarm began blaring through Legion Headquarters.

Red alert.

Brainiac 6 had finally shown himself...

...

...

...

"Vi!" cried Brainy, as his eyes flew open and he shot straight up in bed where he lay. He saw simple white walls surrounding him and his hands clutched the plain white sheets like a lifeline. He took deep breaths, trying to calm himself down, and closed his eyes again.

His whole body hurt, but the worst pain came from his heart.

He buried his face in his hands as he felt tears prick his eyes. It was his fault for not insisting they heed his warning. Cosmic Boy and the others had written it off as paranoia, but Brainy had known Brainiac 6 would show himself sooner or later.

One hand moved to clutch the front of his shirt where his beating, human heart felt like a lead weight in his chest.

"Please," he whispered. "Please be alright. Everyone. Everyone, please be alright."

A/N: Chapter One-- Complete! Yeah! So what do you think? Let me know in a review! I love hearing from the readers! Till next chapter!