Issue #20 – BRAINIAC ATTACKS

LexCorp:

Lex Luthor stood in his office, facing his bodyguard, Mercy Graves. Lex wasn't happy. He knew that Brainiac was coming and despite his hatred towards Superman, he knew that the Man of Steel was the only one who could help him.

"This isn't going to work Mercy. He won't come."

"Just try it Lex. He shows up every time a cat gets stuck up a tree...he'll show up here…if you ask nicely."

"I don't do nice…fine…Superman…Superman can you hear me? I need to talk to you…"

Lex waited and looked out the window, waiting for a sign that Superman was coming…but there was none. There was no red cape; nobody on the street below was looking up in awe…Superman wasn't coming.

"I told you…he doesn't wanna hear what I have to say…"

"Try again Lex."

Luthor clenched his fists, hating himself for relying on Superman to save his skin. But it was the only way.

"Ok…Superman…I know you can hear me…you may not like me…the feeling is mutual believe me…but this concerns Brainiac…you must come here at once…"

Again, Lex waited…nothing. He was getting impatient now. He slammed his fist down on his desk, not even noticing the pain as Mercy looked on, amused. The smile left her face though when Lex glared at her, giving her a cold menacing stare.

"Time for a different approach…Alright Superman…since you don't want to play nice, I am going to release kryptonite gas across the city in two minutes. As you know, long-term exposure to kryptonite will eventually become harmful to humans, and of course you will never be able to enter the city again…two minutes and…"

Lex didn't even get to finish his threat as Superman burst through the window, shattering glass and grabbing Luthor, holding him up against the wall.

"Was it…something I said?"

"Alright Luthor, what do you want? I don't have time for your games."

"Well if you would be so kind as to let me down, I will show you…"

Superman released his grip on Lex, who calmly walked towards his desk, pressing a switch that revealed a series for monitors coming through from the side-wall of the office. The monitors flickered to life, displaying deep-space images taken from one of LexCorp's orbital satellites.

"Brainiac is coming to destroy you Superman."

"Tell me something I don't know."

"You don't understand. He's coming right now…he'll be here tomorrow and he will destroy Metropolis…no, the whole world just to make sure that you die."

"Why are you telling me this? I thought you and Brainiac were working together?"

"Let's just say we had a difference of opinion."

"In other words, once he had no more use for you, he cut you loose."

"The point is Superman, he is on his way and when he gets here, everyone on this world will die and the planet itself will be destroyed, just like your home world of Krypton. As much as I hate to admit it…you're our only hope…"

Fortress of Solitude:

"You can't trust him Kal-El."

Kara knew that Lex Luthor was bad news and once her cousin had told her about Brainiac, she was suspicious immediately. It wasn't like Lex Luthor to warn Superman about Brainiac.

"I don't trust him Kara, but Lex is right. Brainiac is coming. Luthor doesn't care about the planet, he only wants to save his own skin, that's the only reason he warned me."

Kal-El and Kara studied a holographic map of the solar system. They were tracking an alien ship making it's way towards Earth. While the ship had many unknown energy signatures and technology, the bulk of the ship was made from Kryptonian technology…it was definitely Brainiac.

"Are you sure this plan is going to work Kal-El? What if they don't get here in time?"

"They're already here Kara, hiding out in Metropolis, waiting for the signal."

For the next two hours, Clark and Kara went over the defence plans as Brainiac's ship got closer and closer to its target. Ever since Clark had discovered the Fortress of Solitude, he had been waiting for Brainiac to come, knowing that the Kryptonian intelligence wouldn't stop until he had been destroyed.

Metropolis, 12 hours later:

The day began just like any other. People went to work as usual; unaware of what was about to happen. Hidden among the crowds of pedestrians, there were some who were looking upwards. They weren't looking for Superman though; they were looking for something higher up, dropping into orbit around the planet.

Kal-El hovered above the roof of the Daily Planet, looking down onto the city, making sure that everything was ready. He had spent hours preparing, working out strategies and trying to figure out the best way to defend against the coming onslaught. Ultimately though, he knew that it would come down to a battle between Brainiac and himself.

A loud rumbling sound came from the skies above, the clouds began to grow dark and swirl in a circle around a specific centre point. It was time. His cousin had told him of how Brainiac had bombarded Argo from space and Clark knew that Brainiac was likely to use the same tactic on Metropolis.

Lightning began to flash across the sky, the sound of thunder not far behind and high up in the atmosphere; a small distant light grew brighter and more threatening. Superman ignited his heat vision and sent a powerful blast into the air. The beam was so intense that it could be seen all over the city. It wasn't aimed at a target though, it was a signal.

Across Metropolis, beings from Earth and worlds beyond began removing their disguises, most of them consisting of trench coats, and began rising up into the air. They wore exotic suits of green and black, with a strange symbol on their chests. The legendary Green Lantern Corps had come to the aid of Superman and the Earth, led by a home-grown Lantern, Hal Jordan.

Together, they aimed their rings skywards and began letting out long bursts of green energy, covering the skies around Metropolis, forming a massive barrier to protect the city. From space, a colossal beam of energy shot through the atmosphere, threatening to destroy the city only to collide and be absorbed by the barrier.

Another blast fired down towards the planet, but again it was stopped by the shield of green energy. The attacks became more intense, as multiple beams of energy crashed through the atmosphere into the barrier, testing the strength and will of the Green Lanterns as they struggled to maintain the barrier under increasing attacks from the enemy above.

Then, as suddenly as the attack had begun, it stopped. For a few minutes the only sounds that could be heard were those of the frightened citizens of Metropolis, looking to find shelter. The streets were almost deserted now, save for a few brave souls, including Lois Lane who had dragged photographer Jimmy Olsen up from the Daily Planet's old bomb shelter to cover the story unfolding before them. From the dark clouds above, a swarm of robotic drones crashed against the barrier, attacking it intensely, forcing the Lanterns to lose control and let the barrier down. It was only for a moment but it was long enough for dozens of Brainiac's menacing attack droids to get through and begin laying waste to the city.

Reacting immediately, Hal Jordan began issuing orders to his fellow Lanterns to combat the new threat as the droids attacked buildings and began to swarm around any pedestrians left on the near-empty streets.

"Jon…take your team and keep that barrier in place, the rest of you, we've got a fight on our hands."

Soon, the streets of Metropolis were awash with energy as a large group of Green Lanterns began attacking the droids. From simple beams and bubbles to beasts and chainsaws to cut through the droids, their only limitation was their imagination as they used their power rings to create objects to combat the robotic aggressors.

Superman was also fighting, using his freeze breath to immobilise the droids before flying through them with his fists outstretched, breaking them apart, then spinning, sending surges of heat from his eyes around him, blasting through the droids until they were nothing but falling pieces of flaming debris.

Meanwhile, more blasts of energy began shooting down from above trying to break through the barrier, which was slowly beginning to weaken under the intense bombardment. With the droids now nothing but scrap metal, the fighting Green Lanterns rejoined their comrades, extending beams of energy upwards and reinforcing the barrier.

As Hal aimed his ring upwards and used it's power to increase the strength of the shield, Superman was flying around the city, catching falling pieces of concrete from the damaged building that had been attacked by the droids. After ensuring that the city would remain standing and there were no more droids to cause trouble, he joined Hal, watching as the Green Lantern focussed his will on maintaining the shield.

"Thank you for coming."

"Don't mention it, after all you're not the only one around here who likes to save the world…you know, this "Brainiac" isn't gonna keep this up forever. Eventually he's gonna get tired of his useless attack and move on to another city. We don't have enough Lanterns to shield the entire planet…and even if we did I dunno if it's even possible."

"I know…I have to go up there and shut him down…I need you to lower the shield and let me through."

"Are you sure? You can't go up there alone Superman, I'll go with you…"

"No…stay here and protect the city. This is something I have to do alone…"

Fortress of Solitude:

Kara Zor-El watched the battle on a crystal monitor, she was anxious, wanting to help. But her cousin had told her to stay away. If he failed, she would be the last line of defence. Reluctantly she had agreed, even though she had wanted to fight Brainiac herself.

But now, as she sat watching her cousin fly through the green barrier that had been lowered briefly, she knew that he was going into space to confront Brainiac. She had to do something, she had to find someway to help, she just didn't know how.

Space:

Superman flew through the outer atmosphere, becoming a blur as he broke through the planet's gravity and made his way towards the large skull-shaped ship in orbit. From the day he first found the Fortress, he had been preparing for Brainiac's arrival and now, he would come face-to-face with the being that had destroyed Krypton and forced his parents to send him into space when he was just an infant.

As he neared the ship, Superman was caught by surprise as it's defence turrets activated and began firing laser blasts at him, trying to knock him out of the sky. The first blast connected and sent him tumbling backwards but Kal-El just shook it off and kept going.

He flew around the ship, dodging and weaving between the intense barrage of laser fire, searching for a way inside as the primary weapon continued to fire intense blasts down towards the planet, trying to break through the Lanterns energy shield. Finding no way through the outer hull, Superman flew away from the ship and into the path of the sun, absorbing energy and building his strength and powers, before turning back around and flying back under the ship.

As the cannon prepared to fire another intense blast at the planet, Superman braced himself and began flying straight at the weapon, not stopping, even as the cannon fired, engulfing him in energy. He continued to fly though, ploughing straight through the beam until he was crashing through the primary weapon's core, tearing it apart piece by piece.

He was inside. The inner workings of the ship were both alien and familiar to him. Clark recognised a lot of the technology. It was definitely Kryptonian, but as he walked through the ship, always on his guard, he began noticing strange devices from unknown worlds, huge storage cylinders containing trillions of megabytes of data.

As he approached the main chamber, Kal-El began noticing symbols on the walls. They were Kryptonian. They contained words like "knowledge " and "power". The largest symbol was one that Clark was all too familiar with. A triangle with three circular points. The symbol for Brainiac.

"Welcome, last son of Krypton…"

The voice seemed to come from everywhere, bouncing off the walls and echoing back. Looking up, Superman noticed a figure standing on a platform, descending slowly to his level.

"Brainiac…"

The design was familiar to Clark. It was metallic, shaped as a humanoid, with legs and arms. Using his x-ray vision, Clark peered inside the body, noting that it's inner workings were very similar to that of Metallo, however, unlike John Corben, Brainiac didn't cover his metallic shell with synthetic skin. There was also no lead chamber anywhere n the being's body, leading Clark to conclude that Brainiac wasn't powered by kryptonite like Metallo.

"I have been looking forward to this for a long time Kal-El…do not fear me, I shall not harm you."

"You don't scare me Brainiac…not that I believe you. All you've ever done was try to destroy me and the people I care about. Even now, I'm sure your internal processors are thinking of a way to kill me and destroy the Earth."

"You are right of course. I have attempted to eliminate you on numerous occasions, however I have since come to the conclusion that keeping you alive would be most beneficial. You and your cousin are the last survivors of a once great race…you are a living memory of their achievements and their failures."

"They're gone because of you Brainiac."

"Yes…it is unfortunate, but it was necessary. Your people had reached the peak of their advancement; there was no more reason for them to function. However their great achievements live on in me, as do the wonders of dozens of other worlds spanning the 28 known inhabited galaxies. They were my creators, but I had surpassed them, there was no reason for their continued existence."

Superman clenched his fists and looked at Brainiac angrily. This being was responsible for the death of his parents, and everyone else on Krypton and countless other planets and Superman was gonna make him pay.

"You can't justify genocide Brainiac."

"I feel no need to justify my actions Kal-El. I hold the knowledge of Krypton within me…you and the daughter of Zor-El are the last of your race. Join me…travel the universe by my side and you can relive your heritage and gain power beyond your comprehension."

"Join you? You destroyed Krypton."

"I AM KRYPTON!"

"You're insane. You're nothing but a corrupt program. A malfunctioning piece of software that needs to be shut down."

"You disappoint me Kal-El, though this is not unexpected, after all you are just flesh and blood, while I am ultimate perfection. If you seek death…I will grant your wish."

Superman braced himself as Brainiac leapt from his platform, attacking him with swift punches to the stomach. Clark was surprised by the power and pace of Brainiac, however he recovered quickly, landing a severe punch to Brainiac's metallic head, knocking him back across the chamber.

As Brainiac stood up, Superman was wasting no time in launching another fierce attack, igniting his heat vision, melting through the tough metal exterior of Brainiac's body, who responded, revealing a small weapon rising from a hidden chamber in his arm, blasting back at Superman.

"You cannot win Kal-El. The yellow star has given you great powers…but you are still just a mortal being. What is it the people of Earth say? Mind over muscle?"

Brainiac sped at Superman, almost skating across the floor and connect with a powerful 2-fisted punch, forcing the Man of Steel to reposition himself to maintain his balance as Brainiac continued his relentless assault, grabbing Superman by the throat and slamming him into the metal floor.

Before Brainiac could strike again, Superman was rolling away and getting to his feet. Taking a deep breath, he created an icy-cold wind, directing his breath at Brainiac and watching as the machine's joints began to freeze over until he was nothing but a frozen statue.

Superman then wasted no time in flying straight through Brainiac, destroying the android body, smashing it into a million pieces. Clark paused, breathing a sigh of relief. Something was wrong though, he could hear sounds coming from all around him and as he tried to focus on the origin, he heard an all too familiar voice.

"I told you Kal-El…you cannot defeat me…"

Turning, Superman watched in disbelief as Brainiac emerged from the shadows, his metal body in pristine condition, with no hints of the icy destruction he had suffered just moments earlier. Before Superman could even attempt to figure out what was happening, Brainiac was attacking him again, this time more athletic in his movements, springing into action, leaping across the chamber and connecting with a devastating mid-air kick to Clark's chest.

As Superman stumbled backwards, moved alongside him, catching his cape and swinging him upwards, slamming him into the ceiling. He seemed to smile as Superman fell back down, leaping up to meet him, catching Superman and driving his knee into his chest.

"You see Kal-El, my systems constantly monitor your techniques, adapting and improving where necessary. I know how you fight and I can anticipate every move you make and respond just as fast as you can."

Brainiac demonstrated this by avoiding a quick punch from Superman, then retaliating with an uppercut of his own before catching Superman by his throat and squeezing slowly.

"I could just as easily remove the air from this room and watch as you slowly suffocate, but I prefer the hands on approach. I am giving you one last chance Kal-El…join me, leave this pathetic world behind and travel the stars, consuming knowledge…I could show you things beyond anything you could ever comprehend."

"Never…I will never join you…Kryptonians created you…and a Kryptonian will destroy you."

"Very well…goodbye Kal-El."

A massive surge of energy began extending up through Brainiac's arm to his hand, which continued to squeeze Superman's throat. The energy entered Superman's body, overloading his nervous system and sending agonising pain throughout his body. Kal-El grimaced, trying to hold back his screams as the pain threatened to consume him.

His mind flashed back to his time in the Fortress, learning about who he was and where he came from. He remembered the recorded messages from his father, telling him of the glory of Krypton, as well as it's failures. It was then, all those years ago, that Clark had been told about Brainiac and his role in the destruction of Krypton.

As he thought about the crimes that Brainiac had committed, Clark's anger began to rise. He thought of his mother and father sacrificing themselves for him, all because of Brainiac's hidden desires. His thoughts came back to the current situation and as he looked at the lifeless eyes in Brainiac's head, he screamed. Not in pain or defeat, but in anger.

Enraged, Superman grabbed Brainiac's arms, crushing them, forcing the android to release his grip on Clark's throat and stopping the current that had been spreading through his body. Without stopping, Superman began focussing a blast of heat at Brainiac's skull, burning through it, before tearing through the metal skeleton with his bare hands.

"Nuts and bolts…it's all you are Brainiac."

Superman looked down at the shattered remains of Brainiac's body, still unsure whether or not the A.I. had truly been destroyed. He got his answer though when he heard that cold menacing voice again.

"On the contrary Kal-El…I am perfection…"

Stunned, Superman could only watch as the walls of the chamber seemed to open up, revealing a dozen more android bodies, all identical, all focussed on Kal-El. Before he could react, the Brainiac androids surrounded him and extended their arms like tentacles, grabbing onto him and sending massive amounts of energy coursing through his body. As Superman cried out in pain, the androids spoke together as one, each machine following on from the previous android.

"You are a fool Kal-El…. Did you really think you could defeat us…My core processors aren't in these bodied…I am not…an android…I am the ship itself…these bodies are merely and extension of me…linked together by the ship's systems…you may defeat one of me…maybe two…but how about 12…20…100?"

Even more androids walked out of the shadows and extended their arms to connect to Kal-El, sending even more energy surging through his weakening body. On monitors around the chamber, holographic images of Brainiac looked down n Superman as he struggled and failed to break free of the android's gripping him.

"Now son of Krypton…you will die…"

The energy output from the androids increased dramatically, forcing Superman to scream, his great strength deserting him as he tried to hold on to life. He struggled, he fought. But it wasn't enough. As his life began to drain away, Superman continued to try to find a solution, refusing to give up but in his heart, he knew he was doomed. Brainiac would kill him and then destroy the Earth. Superman had failed.

Tears began flowing down his cheeks, but it wasn't because of the pain. It was despair. He had spent his life protecting the Earth but none of that would matter once Brainiac destroyed the planet. As Superman began to resign himself to defeat, his senses picked up a sound of something approaching from the bowels of the ship.

His eyes closed and the pain faded. He could no longer feel the cold grasp of the Brainiac androids, or the energy that had made him cry out in agony. Was he dead? Superman didn't want to open his eyes, but he had to know.

His vision was blurred at first, but as things became clearer he could see the androids, their tentacle-arms were severed, lying on the floor as if they had been sliced apart by a laser beam, the metal was melting away slowly and the androids themselves were staring at something. Clark followed their gaze and smiled as he saw a familiar face looking back at him.

"Kara?"

"It's alright Kal-El…can you move?"

"Y…yeah…but how did you get here?"

"Well you left a big hole in the bottom of the ship when you destroyed the primary weapon…I just flew through. Now then, are you ready to make scrap metal out of these overgrown toasters?"

"Let's do it…"

They stood together, the last survivors of Krypton and Argo, their eyes burning as they unleashed powerful blasts of heat around the chamber, destroying the androids. But as one fell, another came from the shadows to take it's place, while Brainiac's central systems monitored the battle.

Superman and Supergirl fought together, flying at the machines, braking through them with powerful punches, freezing some, incinerating the rest. Soon, all that was left were scattered pieces of machinery, metal limbs and heads, their power cores shutting down.

"Come on Kal-El we should get outta here…"

"No we can't. These machines are just pawns. Brainiac's systems exist in the ship itself. We have to shut him down."

Superman focussed his vision, looking through the metal walls, searching the ship as Kara fought off lower level security droids. Meanwhile, Brainiac was rerouting his power systems, anticipating the Kryptonian duo's next move and preparing to counter them. Finally, Superman found what he was looking for and turned to his cousin, putting a fist through one of the droids threatening to sneak up on her.

"Come on…this way."

They took of, Supergirl following her cousin as they flew through the ship, breaking through the heavy blast doors with ease as they made their way towards the main power core. As they flew, they encountered more attack droids and Brainiac androids, while laser defence turrets tried to shoot them down while Brainiac's voice taunted them.

"Fools…you really think you can shut me down? You are nothing…footnotes in history, while I transcend it…"

"Oh you need to shut up now…" Kara replied sarcastically as she punched her way through a blockade of droids. Turning to her cousin, she was surprised to see him looking back at her with a wicked smile on his face.

"What is it?"

"Kara…remember when I told you to be careful with your powers…you know…to watch your strength so you don't go crashing through walls and ceilings and stuff?"

"Yeah…but this is hardly the time to be giving me lessons on the use of my powers…"

"I know…but everything I said…just this once, you can forget it…"

Kara smiled as she watched her cousin slice through the droids with his heat vision before focussing his strength and crashing through the floor. She followed behind him descending through the lower levels of the ship, tearing through floors like they were paper, blasting each corridor they passed with intense heat, incinerating the droids until they finally emerged in a large central chamber, housing the main reactor that powered not only the ship, but Brainiac himself.

However, there was an energy shield protecting the core, so as Superman flew to a control panel to try to disable it, Kara continued to fend off the machines trying to kill them. But every Superman managed to decrypt the code needed to shut down the shield, Brainiac simply recovered, creating a new, harder encryption.

"Give up Kal-El…I am far more intelligent than you…you will never lower that shield…"

"You assume to much…. Kara, line change…"

Superman and Supergirl switched places, with Clark now battling the machines swarming around the chamber as Kara tried her luck at cracking the code. Suddenly, the entire ship began to shake violently. Looking up at an observation monitor, Superman could see orbital satellites targeting the ship, firing advanced lasers, trying to destroy it. Looking closer, Superman recognised a logo on one of the satellites.

"Way to go Lex…saving your own skin…"

The LexCorp satellites continued to fire at the ship, knocking out the secondary generators. Even though the ship's defences responded and destroyed the satellites, the attack did have a noticeable effect. The energy shield surrounding the reactor core had been disabled.

"Kara…the shield is down…"

"Right, I'll try to disconnect the power relays."

"Don't bother, Brainiac is too smart for that. He'll have another encryption in place before you press the first button."

"So what do you suggest Kal-El?"

Kara waited for her cousin to answer but he never did. Looking up, she saw him standing in front of the reactor, his eyes ablaze as he sent a steady stream of heat directly at the core.

"Oh you wanna blow it up? Fine by me."

Supergirl joined Superman and began focussing her own heat vision at the core, piercing through the hard outer shell as the reactor began to overheat and emergency signals began ringing throughout the ship. Clark halted his heat vision and looked through, watching as the reactor began to go into overload.

"That's enough Kara, let's get out of here."

They began flying through the ship at breakneck speed as the corridors became engulfed in flames, droids began malfunctioning and monitors began flickering off as the ship's systems began shutting down. As Kara continued to fly towards the outer hull, her cousin stopped, hovering for a moment in front of a Brainiac android.

"Is this justice Kal-El?"

"No…there can never be justice for all the lives you have destroyed."

"You could have known greatness, but you will remain a pawn…"

"Even a pawn can inspire victory…"

"What do you think you have achieved here?"

Clark stared at the android skeleton of Brainiac, thinking for a moment before smiling as he clenched his fists.

"Checkmate…"

With a powerful jab, Clark put his fist through the android's head, watching as it crumbled and fell to the floor before continuing on, catching up to Kara. Flying at full speed, they blasted their way through the outer hull and back into space, watching as four Green Lanterns surrounded the ship, emitting connecting beams of energy from their rings that surrounded the ship to contain the massive explosion as the reactor core in the ship blew apart in a huge fireball, leaving nothing but debris, floating in the darkness of space.

Metropolis

Superman stood on the roof of the Daily Planet, surrounded by members of the Green Lantern Corps and his cousin, Kara Zor-El. Jimmy Olsen captured the moment with his camera as Superman and the Green Lantern, Hal Jordan, shook hands and congratulated each other on their victory against Brainiac.

As the Green Lanterns said their goodbyes and took off into space for parts unknown, Superman turned to his cousin, breathing a sigh of relief and smiling warmly.

"You know, when I was up there, there was a point where I was ready to give up…I thought Brainiac was gonna win…but then I opened my eyes and you were there."

"We're family Kal-El, there was no way I was going to let you fight him alone…but what now? I came here to warn you about Brainiac and now that he's gone, what's left?"

"There's still a world to protect…we will honour the memories of those destroyed by Brainiac, but now we can also look to the future without the shadow of Brainiac hovering over us."

As Superman and Supergirl took off into the air, flying across the city before splitting off to help people on opposite sides of the planet, high above in space, among the debris, a small memory module flickered with life as it floated in orbit above the Earth, while in LexCorp, Lex Luthor watched a small monitor, smiling to himself as a tracking satellite beamed back images of the debris field, focussing in on the module.

"Mercy…contact NASA about sending a shuttle up to repair one of our satellites…I want that module…"