Brainy sat in a small cell in the Science Police's prison, bouncing a tennis ball against the wall and catching it again. As it turns out, not everyone thought that Brainiac 1's takeover was his fault, as he had assumed. One of the younger women officers had kindly slipped him the ball when he had been locked in the cell and he was immensely thankful for it. Since he had the ability to think along twelve lines at once, being locked in that place with nothing to do would have driven poor Brainy nuts.

As he caught the ball for probably the thousandth time, the door squealed and flew open, admitting the Captain. "Brainac Five," He growled, staring down his nose at the teenager.

"Unintelligent one?" He responded, throwing the ball again.

"Where did you get that?" The Captain barked, "I ordered them to search you!"

"They did, did you really think a twelfth level intellect such as mine would be unable to hide a simple tennis ball from those dunces who work for you?" He lied smoothly, covering for the kind officer and the Captain bristled, throwing his hands up in exasperation.

"The emissary from the Legion is here to escort you to the Prison Planet, to your feet now!"

Rebelliousness, one of Brainy's newer more human emotions rose up within him and he stayed put, bouncing the ball again. Furious, the Captain grabbed the front of his shirt, hauling his to his feet.

"Don't test me boy." Leaning so close that Brainy could smell his rather obnoxious coffee breath, the Captain hissed, "And just for the record, I find this task no more pleasant than you do."

"I highly doubt that."

"Really? You may be Coluan originally, but for reasons beyond my comprehension you are human now. And on top of that you are only a kid, what, sixteen years old? No boy, I do not like having to do this to you."

Brainy blinked, at a complete loss for words. That may have been the only kind thing the Captain had ever said to him, and it was the only nice thing anyone had said to him in months.

"Come on then," He prodded Brainy forward roughly. "The Legionnaire is waiting."

I hope they sent Chameleon Boy, Brainy thought frantically. Or Bouncy Boy, or Shrinking Violet, or anyone but...

"Hello Brainy," A quiet voice greeted as he walked out of his cell and he sagged.

Someone in the Cosmos must hate me. He thought to himself, but aloud he only said, "Hello Saturn Girl."

Staring at her old teammate sadly, Saturn Girl's heart hurt in response to his worn appearance. His clothes were threadbare and hung on him loosely. He had lost weight since she had last seen him, far too much to be healthy and he had one hand pressed unconsciously to his side where she was sure he had an injury he didn't want anyone to know about. Right now, he reminded her of when he had first come to the legion as she closed her eyes briefly, the memory rising up without her summoning it.

Flashback

"To the legion of Superheroes, I make this solemn pledge. To to use my powers for good, to fight for justice, and to protect the innocent. To aid my fellow legionaries in time of peril and to keep their secrets safe. I am: Brainiac Five." The few members of the young legion clapped and whooped as their newest, and youngest member was sworn in and the small boy puffed up with pride.

Watching carefully, Saturn Girl's eyes never left the young Coluan. He was proud to be a part of the legion, that was obvious. But their were other things about him that worried her. Every time one of the other legionaries touched him, even if they only accidentally brushed up against him, he would flinch away. His robotic eyes scanned everything as if expecting danger at all times, and he jumped at every loud noise.

Saturn Girl never, never looked into anyone's mind without asking first, so she decided to try and figure out what made Brainiac Five, or "Brainy" as Lightning Lad had decided to dub him, so skittish on her own. It wasn't until nearly a month later that she started to have any headway with the newest member.

BANG! A loud noise startled Saturn Girl as she was walking past Brainy's lab and she immediately turned around, rushing in to make sure he was alright.

"Brainy?" She called, coughing as she tried to wave some of the smoke away from her face. "Brainy, are you okay?" When he didn't answer, she called out hysterically, terrified that he had been hurt in the explosion, "Brainy, answer me!"

A quiet whimper touched her ears and she spun towards the noise, running towards one of the consoles. Kneeling down, she peered into a an open panel within the console and saw Brainy huddled as far back as he could go within the small space.

"Brainy?" She asked quietly, "Are you okay? You aren't hurt are you?" When he only whimpered in response, she held her hands out to him. "It's okay, I won't hurt you. Won't you come out?"

Trembling, he took her hand and she pulled him out of the space. Shouts filled the lab as other members of the legion finally started showing up and Brainy tried to bolt back into his hiding spot. Only Saturn Girl's arm around him stopped him. "It's okay," She whispered. "Come on. I'll take you to your room."

"Saturn Girl!" Cosmic boy yelled when he saw her, his loud voice startling Brainy. "Are you okay? Where's Brainy?" Seeing the boy huddled against his side, he shrugged, "Oh, nevermind."

Scowling at him, she growled. "I'm fine Cosmic Boy. We're both fine. I'm going to take Brainy to his room." Stalking out the door, making sure to keep a tight grip on the youngest legionnaire's hand, she strode quickly down the hall. It wasn't until they were both in his room that she finally stopped, pushing him down gently to force him to sit on his bed. Sitting next to him, she stared intently into Brainy's eyes.

"Now, will you tell me what happened?" He shook his head and she sighed. "Then..." She held one hand out to him, "Can I look?"

Thinking about it for a few seconds, Brainy nodded warily and she placed her hand to his forehead, looking into his memories. When she pulled back, she had a look of disgust over her features and Brainy flinched away from her, thinking the look was for him.

"What did they do to you?" She mumbled, eyes turning teary as she pulled him into a tight embrace. The things she had seen in his memory had surprised her. Brainy had been orphaned, his mother abandoning him when he was only a few days old and he had been left to the care of the cruel Coluan government. They had assigned him robotic caretakers who, although gave him everything he physically needed, were cruel and cold towards him. When it was discovered that he had a brain which far surpassed even the most brilliant of the Coluans, Brainy had been forced to start building things, working hard to prove himself as the best of the Brainiacs.

He had only been a child when it had started, the expectations, the cruelty. If he didn't do what they wanted, if he ever made a mistake, he was punished. The things that had happened to him when he failed, the things she had seen in his mind, Saturn Girl would not- could not ever repeat them to anyone. Easy to say, that was why he jumped at loud noises and had such a dislike for being touched.

"I'm sorry Brainy," She whispered, eyes full of tears as she hugged him tighter. "I know that just saying that won't make anything better, but I really am sorry about what happened to you! I want you to know that I'm here for you, I promise, I will always be here when you need me."

She startled when she felt Brainy's hand come up onto her shoulders, hugging her back.

In the years after, Brainy and Saturn girl had become closer and developed a strange sort of bond. She had always been strangely protective of the young Coluan, and stood up for him to the other legionaries or anyone else who tried to mess with him. Soon, he began to view her almost as a mother. Which may be really strange considering that she was only a few years older than him, but she didn't mind, and Brainy had never had a mother so he really didn't know what they should be like. All he knew was, Saturn Girl was the only one who had ever protected him and stood up for him, and whenever he was sad or feeling alone, it was always her door he knocked on.

Present Day

"Saturn Girl?" The Captain's voice jolted her out of her flashback and she nodded coldly, turning to Brainy.

"Right then, the legion will take it from here Captain, thank you for your assistance in the apprehension of the fugitive."

"Of course." He nodded, pushing Brainy towards her. The young boy stumbled and she caught him, steadying him carefully.

Looking up into her face, searching it hopefully for any sign of the bond they had once shared, Brainy slumped. All he had seen in her eyes was bitterness and the hurt of betrayal, the same emotions he had seen in the faces of all his fellow legionaries before he had left.

"Come on," She said coldly, "There is a transport waiting."