Chapter 2

"From his bio-readings, we can only assume that he is indeed flesh and blood," said J'onn as he and the rest of the Justice League members sat around the briefing table.

On the wall, four screens showed each of the strangers they had brought back to the Station. The Brainiac, against Superman's objections, had been put in a separate room from the others. Having dealt with a Brainiac already, the rest of the League weren't about to easily trust another one.

"Isn't that what I said?" asked Superman, a bit frustrated that the rest of the League seemed intent on not trusting his word that Brainy wasn't their enemy.

"I know he's supposed to be a Brainiac," said Batman, "But how is he flesh and blood? Brainiac is a machine."

"I'm... not actually sure," admitted Superman. "I was there for the transformation, but I'm not entirely sure how it happened. I don't know if Brainy himself could explain it or not."

"Brainy?" repeated Green Lantern, raising an eyebrow.

"It's what everyone calls him," Superman explained.

Just then, a gasp came from the Brainiac's screen as the green skinned young man shot straight up in his bed.

"Vi!"

The Justice League watched as the Brainiac, seeming close to panic, clutched the sheets and looked around at the room he was in. Finding that he was awake and alone, he began taking deep breaths in an attempt to calm himself and closed his eyes, his face looking pained.

A moment later he hid his face in his hands and clutched the front of his shirt, near his heart. When his quiet words came through the speakers, the implications horrified Superman and it tore his heart, seeing his friend in such obvious pain.

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

Superman had never heard Brainy so un-eloquent in all the time he'd known him, and the idea of what could have happened to cause something like that actually scared the Kryptonian. Without even thinking, he was already at the door.

"Superman!" Hawkgirl called sternly. "Where are you going?"

Superman barely glanced over his shoulder. "To find out what happened."

Before anyone could blink, much less protest, he was out of the room and seconds later at the door to Brainy's room. Quietly, the door slid open for him, and he saw the Coluian hadn't moved. He didn't even glance up to see who had come in. Superman walked to stand at the bedside as the door closed once more and for what felt like an eternity, the only sound in the room was the beep of the monitor.

Finally, slowly, the Coluian raised his eyes to look at the Kryptonian, who's own eyes widened when he saw the tears gathering in the green ones.

"Brainy..." he began, reaching out, unsure exactly what to do. He'd never even imagined that Brainy could cry, but then again Superman hadn't been around him for long after he changed into flesh and blood. Machines didn't cry. That required emotions and tear ducts.

The Coluian looked away quickly, covering his face once more. He laughed weakly as he wiped his eyes. "Sorry, Superman. This isn't like me at all."

Superman sat on the bed and, taking Brainy by the shoulders, made the other superhero face him.

"No, it's not," admitted Superman. "Brainy, what happened?"

The pained look on Brainy's face redoubled at the question and Superman wished he hadn't asked. He opened his mouth to take the question back, but the look on Brainy's face made him close it before he tried.

"The Legion..." Brainy began in a whisper and looked away again, not wanting to meet Superman's questioning stare. "The Legion was attacked. By Brainiac 6.0. We... we were..."

Tears filled his eyes again and he blinked, trying to rid himself of them. Stupid emotions! That was one part of being flesh and blood he didn't particularly like. If he was still a machine, he would've been able to tell it all so much more easily.

Superman gave his shoulders a comforting squeeze as Brainy covered his face. His whisper was muffled by his hands when he continued, but Superman, being the man of steel, had no trouble hearing him.

"We were totally unprepared. Everything happened too quickly. We had no chance to retaliate. He walked right into Headquarters and took us down like we weren't even there!" The Coluian took a slow, deep breath, gathering his thoughts. "Phantom Girl was with Matter-Eating Lad and Colossal Boy. They'd just come back from a mission and came through the hanger. That's how 6.0 got in. They were the first ones hit. We didn't even get a red alert from them. That's how fast he took them out. It was one of the hanger workers who managed to contact the Control Board before he was... before he was attacked too."

Brainy let his hands fall away from his face, eyes both sad and completely void of emotion as he remembered what had happened.

"He didn't even get a message to the C.B. It was just a garbled shout, some yelling, and then the connection was cut. That was the only warning we had that something was wrong. Trip, Bouncy, and I had almost no time to react. He took out all of the corridor surveillance as he went so we weren't even sure what it was when we sounded the red alert. Saturn Girl was the one who finally got a message to us. We ordered the Legionaries that were still able to gather in the lounge so that we could take him on together, rather than to continue being mowed down."

He closed his eyes and swallowed hard.

"We didn't stand a chance."

The silence hung between them as Brainy's eyes focused on something that wasn't there. Superman watched him carefully, trying to get his head around the fact that the Legionnaires, all those Legionnaires, had been taken out so quickly. He never would have imagined it possible, but he had to believe the Coluian.

Finally, Brainy took a slow, deep breath and began to speak again, voice pained.

"We didn't last very long, even as we fought together. I knew I didn't have any other choice at that point. I could barely stand, much less fight, so I dragged myself away from the battle and got down to my labs, where I'd been keeping that suit."

"The one you were in before?"

Silently, Brainy nodded.

"It was a risky thing, but I had no other options. Bouncy, Vi, and a few other select Legionnaires were the only ones who knew that I had built it."

"Why was it so risky?" asked Superman, frowning in concern. Was he hurt worse than they knew?

"Because I hadn't tested. Couldn't test it, really."

"Why not?"

Brainy looked straight into Superman's eyes and the Kryptonian's eyes widened at what he saw there. He couldn't have put a name to it, but there was something that sent a bolt of fear up his spine, whether fear of or for his friend he couldn't have said.

"The suit was constructed from my old mechanical self. Because of that, the only form of energy it could use to power itself was internal, coming from the user himself. Given a few years, I could have reconstructed it to accept a different form of energy, but I didn't have the time. I had only finished the suit a few weeks prior to the attack."

"So... what exactly did it do to you?" Superman asked, voice barely above a whisper.

Brainy sighed, looking away. "I'm not sure of the full effects just yet, but considering the condition I was in when I put it on, I surprised to be awake at all."

Superman's grip on his shoulders tightened a bit.

"I probably won't be able to walk for a good while, but without a full medical scan, I won't know if it created any internal damage or not. I can say for sure that it drained me like nothing I've felt since I've become flesh and blood. I doubt seriously that I'm even at fifteen percent at the moment. Just talking is getting pretty tiring."

Superman watched him, worry evident. "Maybe you should go back to sleep for a while then. We can talk when you're feeling a bit better."

Superman moved to stand, but Brainy caught his arm, forcing him to stay put.

"No. Let me talk while I can. If I go to sleep now, there's no telling when I'll wake up again," said Brainy, gaze pleading.

Superman hesitated and then gave in with a nod.

"Tell me how you guys ended up in that wormhole."

Brainy looked at him in surprise. "The others!" he gripped Superman's arms. "Are they alright? Did they make it through, too?"

"Yeah, Brainy, they made it through. They're fine. Right now, they're in another room of the medical wing," the Kryptonian told him reassuringly.

A wry grin touched Brainy's lips. "Never trust a Brainiac, right?" he asked quietly. Superman opened his mouth to protest, but Brainy smiled. "Don't worry, Superman. It's only to be expected. I assume we're being monitored right now, correct?"

Superman closed his mouth and could only nod in affirmation.

"I thought as much, but as long as the others are being taken care of, I don't mind. The wormhole..." Brainy trailed off, looking past Superman. "After I got the suit on, I went back to the lounge and was in time to stop 6.0 from blasting Lightning Lad, Timber Wolf, and Chameleon Boy. They were the only ones still conscious. 6.0 activated the wormhole and the other three jumped him as he went in. I ran in after them, but I wasn't close enough to catch them. I was worried I'd end up too far behind in time to help them, but it seems we were alright. Somehow."

"Do you know why 6.0 would have come to the past?"

Brainy shook his head, swaying a bit. His low battery was quickly running out.

"I have no idea," he said, suddenly sounding very tired. "But there are an infinite number of possibilities as to why someone would travel back a millennia. Changing the past changes the future after all. You know that as well as any Legionnaire involved in that business with Kell-El and Imperiex. Who can say for sure why 6.0 would come to this time? But we need to resolve it soon and return to our own time. The longer we stay here, the more dangerous it gets for the timelines."

"I understand," nodded Superman. "We'll start working on tracking down 6.0, but for now, I think you had better rest, Brainy."

Brainy, looking ready to pass out again, could only nod and lay back down as Superman quietly slipped out of the room.

XXXXXXXXXX

"Have you heard Brainy's theory?"

"Heard or understood? You know I don't get half of what that guy says. You talking about the one where he kept mentioning those hypo-glitching-whatchamacallit-thingies?"

Saturn Girl closed her eyes briefly and sighed in despair. "No, Garth. I mean the one about Brainiac having survived and rebuilding under our radar."

"Oh," Lightning Lad looked over at her soberly, saying quietly. "Yeah, I heard it straight from the source actually. That one made too much sense for comfort, even for me."

Saturn Girl nodded and looked out the window absently. He watched the concern flit across her face.

"What do you think?" he asked, finally breaking the silence.

"It worries me," she replied softly. "But Cos doesn't think there's anything to it. After all, Brainy doesn't have any solid proof, just reasoning and deductions."

"Yeah, but have you ever known Brainy to be wrong?" shot back Lightning Lad.

"No, and that's what worries me."

She sighed again and Lightning Lad frowned, never one to like depressing talk.

"Hey!" he said with a huge grin, turning to her. "Come on! I'll grab you a drink. I hear the cafeteria's got a new flavor out. Something like melon-meat. I've been wanting to try it."

She shot him a look that was somewhere between disgust, disbelief, and laughter. "Melon-meat?" she repeated as though she hadn't heard him right.

"Yeah, and the first one's on me!"

He took her hand and pulled her toward the door as she rolled her eyes.

"Wow. Big spender here folks. Buying me a drink down at the free cafeteria."

He grinned over his shoulder at her and she smiled back.

'Much better', he thought.

Worrying about something you couldn't do anything about was never a good pass time. After all, even if Brainiac did show up again, Lightning Lad knew the Legion could handle him, no problem.

...

...

...

Red alert.

The alarms were blaring through Legion Headquarters and Lightning Lad ran as fast as he could toward the source. His communicator's beeping was almost lost in blaring of the alarm.

"All able-bodied Legionnaires," came Brainy's tense voice. "Report immediately to the lounge. We're under attack by Brainiac 6.0. Do not engage the enemy on your own. Communications with the north, south, and east wings have already been lost. I repeat. All able-bodied Legionnaires..."

Lightning Lad froze in horror. Three wings taken out?

He began to run again, faster than before. Were they really so unprepared...?

...

...

...

Slowly, the blackness dimmed and he felt himself coming back to reality. The steady beeping of something reached his ears. Maybe a monitor? His communicator? He was laying on something soft. A bed? He didn't remember ever laying down in one.

As for himself, he felt like a lead weight, every limb about a thousand pounds. He tried to move something, anything, and only managed to make the lead weights send a bolt of pain through every nerve.

He groaned as the message reached his brain and was processed as such.

Things were beginning to come back in bits and pieces. Where was he now? How were the others? Had they defeated Brainiac? What exactly had happened?

He carefully tried opening one eye, then the other. Light poured into his vision, blinding him momentarily. He squinted as his eyes adjusted, trying to come up with something other than brightness. Eventually, he was able to open his eyes all the way and he carefully looked as far as he could without moving too much.

Chameleon Boy was to his left, and Timber Wolf to his right. Both were lying on beds, hooked up to monitors. He assumed he was probably in the same state since he saw sheets around him and felt something needle-like in his arm as well as a few other wires that seemed attacked.

So they were being cared for, but by who? And he still wasn't sure where he was. Or what time for that matter, he amended as he recalled the wormhole. Time travel was such a pain. He really hoped they hadn't ended up in a time they wouldn't be able to get out of.

He heard something like a door sliding open and then a familiar voice greeted him.

"Finally awake, Lightning Lad?"

As the face attacked to the voice came into view, Garth's eyes widened in surprise. No way.

"Superman?"

A/N: Well here's chapter 2 finally. :) Review please! Till next chapter!