Chapter 3

Timber Wolf couldn't sleep. The nanites in his head were stirring, trying to take control again. His father had placed them, and now they were inseparable from his mind. Even Brainiac 5, who had been brought back to the Legion, had told him that if he tried to remove them, Timber Wolf could end up...well, he could no longer bake. Sounds of scraping from down the hall alerted him of movement. It's nothing, just Brainy in his sleep. I...think..? He jumped out of bed and sniffed the air. "Hm...oil!" He raced out of his room, and down the hall. Hiding behind the wall, he slowly took a peak. Ginormous silver scorpions crawled along the walls, breaking all the medicines and drawers. The biggest one had it's claw clamped around Brainy's mouth, though he was struggling. It didn't work so well with a broken arm, and he was still tired from his experience with Decca, and was losing fast. "Enough is enough," growled Timber Wolf. He lunged at the leader scorpion, ripping it apart. Brainy fell to the ground, screaming in pain as his arm was knocked against the bed side. Scorpions piled on top of Wolf, but were quickly thrown against the walls. Wolf felt the shadow of a new presence over him. "What happened?" Star boy helped him up. "Giant scorpions. No biggy." A low groan came from where Brainy had landed. Star and Wolf walked over to find him laying on the ground, his cast smashed around his arm. "...Oops." Star boy shook his head as Timber Wolf lifted Brainy into the bed.

"Okay, time for the guard system." Star boy looked at Timber Wolf, confused. "The what? What on earth is that?"

Cosmic boy loomed over Brainy. Star boy pondered what Brin had told him. "The guard system is a tactic used when one legionnaire is personal targeted by a very powerful and dangerous enemy. The most powerful legionnaires take turns watching over the legionnaire to make sure they are safe on their off time." Cosmic boy was first up, probably to get it over with. "Well, Brainy, can you describe Brainiac for us?" Brainy lay still, almost as if he hadn't heard a thing. Star boy tapped him on the forehead. Almost immediately, Brainy's head fell right off, and rolled right at Saturn girl's feet. She shrieked, kicking it right at Phantom girl, who just phased through it in time. "Was that..." Saturn girl stared at the now headless Brainiac 5, whose body fell onto the floor. Wires fell out of the neck, and oil smeared the ground. "Well, we all knew his head wasn't screwed on tight enough, what with all the information in it, but this..." Tinya lifted up the head. The eyes stared with no meaning. "It was a trick." Saturn girl hesitantly walked into the room. "He was a fraud this whole time!" Cosmic boy went to ask the others if they saw the real Brainy anywhere. "It was him last night, but now..." Phantom girl turned to Brin. "He was real when you saved him last night, correct?" Brin and Star boy nodded in agreement. Superman flew in at top speed, knocking over Brin as Tinya allowed him to phase through her. "Where is he?" gasped Superman.

"So you're suggesting the attack scorpions Brainiac sent had something to do with this?" Superman asked Cosmic boy. A small group of legionnaires, consisting of Superman, Saturn girl, Phantom girl, Wildfire, Element lad and a newly recruited member, Sensor girl, was sent to search for Brainiac and alert the rest of the Legion when backup was needed. Cosmic boy was now on the screen, working with Vi to fix the broken supplies in the medical bay. "They were the only things that could have seen him and taken him." Sensor girl flipped her hair over her shoulder. Her mask was white with a large red streak down the middle, and matched her suit perfectly. No one knew what she actually looked like, but no one asked. "My projections... will they even be useful against a villain like Brainiac?" She sounded sad, and could barely be heard. "Yes. He never faced you back then, so he won't know how to react, which is as good an advantage as any." Cosmic boy winched as vi fell off the computer head, landing on the now broken chair. "Uh...Cosmic boy, out." The screen fell blank. Saturn girl sighed. "This better not end up like last time, or else..." "Things will be bad. Very bad." A new voice surprised everyone. Turning around, the group saw the tall gypsy girl that Lightning lad had saved from Decca. She was wearing a purple bandana, darker purple tube top, a long black shirt, and white flip flops with grey nail polish on. Golden bracelets hung from both her arms, and a large silver necklace with a flower charm on it dangled under her golden hoop earrings. "...Who are you?" Element lad walked up to her, standing only a few inches higher. "I'm Malainna, the galaxy's number one gypsy and spiritualist." She slowly made her way to the computer's mapping system, and punched in a few numbers. A map of some near planets popped up on the screen, and the biggest planet began to blink. "That's where your friend is." Brin growled and sneered at her. "Didn't know you were a navigator, too." She smiled. "Didn't know puppies could grow as big and grumpy as you, either. Looks like we both learned something today."

Brainiac 5 opened his eyes. His entire body ached, and his head felt foggy. When he tried to stand up, he found he was trapped inside a small containment unit. Both his arms, legs and body were strapped down to the bottom of the unit. It felt like it was moving, very fast. Struggling to break free, he was suddenly blinded by a huge, bright ray of light as the top of the container was opened. The straps around him broke away. He sat up and saw that he was sitting in the back of a giant scorpion, just like the one that attacked him last night. "Welcome, Querl Dox." A dark voice echoed through the room covered in lamps. Brainy tried to stand, but quickly found himself falling onto the cold and muddy floor. His legs felt weak and his arm was of little use. "Who's there?" A floating shadow came closer to him, until it was in the light. "Brainiac." Brainy stepped back, but was pushed forward by the scorpion. "Why, after all this trouble, do you still think you can resist me?" Brainiac landed in front of Brainy, and, grabbing the collar of his shirt, lifted him into the air. "Because what happened last time," gasped Brainy, "Must never happen again." He kicked Brainiac's legs, yelling in pain. "Nice...armour. Buy it half price?" Brainiac smiled and threw Brainy into a nearby cell. A protective force field came down the door, blocking all escapes. "I have you to thank for this...upgrade." He brought a diagram up on his computer's screen in the far back corner. It showed Brainiac 5 on one side, robot form, and Brainiac on the other. "After you defeated me, an aftershock happened. When this occurred, your DNA was merged with the 5% organic tissue all Coluans have." The screen showed Brainiac 5's figure breaking free from the robotic parts of it. "When I was knocked out, all of the technology you had was drawn to my energy, and became my new, improved form." One by one, every piece of tech Brainy had once been, fused onto Brainiac, reforming him. "I then went on to hunt you down." "Why?" Brainy didn't understand why Brainiac wanted him. He had no powers, right? "You still have one thing that makes you one of the most powerful weapons in the galaxy, even more powerful than the Suneater." Brainy chuckled. "And that's what? My intelligence of 12, beating yours of only 10?" "No. You see, When you took control and later freed the Coluans, you took something from all of us. You took the power to digitize anything. Now you are the only thing in the galaxy capable of pure destruction and re modification of the Universe." He drew closer to Brainy. "And with you, I'll control all of the galaxy – permanently." Brainiac walked away. "Oh, and for future references, I am Brainiac 6 now. You must understand the math of one plus five." Brainy sighed. Not good. If Brainiac...6 takes over again, how will I defeat him? Can I even begin to try? Sigh...