Okay here it is, I hope you enjoy!

Disclaimer: I don't own Legion of Superheroes, but I do own stardust, and the lyrics to the song, but not the tune.

I think I'm going to like it here…

It had been about 3 months since Stardust had arrived and Brainy still couldn't think straight when Stardust was around. It was starting to get annoying. Whenever she went on a mission with the rest of them, he couldn't look her in the eye, he had to look at someone else, anything else to speak understandably. "I have completely lost it," he muttered to himself, trying to figure out a way to improve the flight rings, make them easier to control, ect. In fact, he was so busy attempting to focus on the ring, that he didn't hear the door to his lab swish open and the source of his confusion walk in the room. He also didn't see her walk up behind him, but he sure noticed when she whispered, "What are you doing?" Brainy uncharacteristically yelped and whipped around only to meet those beautiful eyes staring at him with curiosity, and something else he couldn't read.

She looked at the floor, then said quietly, "Sorry, Brainy I thought you heard me come in." "No, no its okay," Brainy stuttered, thinking to himself, that her voice sounded like an angels would. "Are you sure?" she asked, still not meeting his eyes. "Yes, now what did you need?" Brainy asked, uncertain why she wasn't in the lounge."I was wondering if you knew any cures for sleeplessness," she said.

Stardust continued,"I was just about to ask you why weren't you asleep like everyone else. It is like 3 am, Brainy." Brainy quickly checked the clock, she was right. "Oh, guess I lost track of time, but I'm almost done with this so I might as well stay up and finish,"Brainy said. "No I'm afraid I don't know any cures for insomnia." "That's ok, Brainy, do you mind if I hang with you if you're going to stay up anyway?" she asked hopefully, finally looking up at him. " I, I don't know Stardust, I mean I'm not very good company." Brainy stammered. "Please Brainy I won't get in your way." "I promise!" she begged, giving Brainy her best wounded puppy look.

That look did it for Brainy, " Oh, alright, just sit over there ok?" He said gesturing to a nearby workbench. Beaming, Stardust replied, "Thanks Brainy, I owe you one,"she said moving to sit where instructed. "No problem Stardust," Brainy sighed. Brainy once again focused on the project and when he glanced at her about 10 minutes later she was sound asleep. As Brainy took this opportunity to study her, he was once again taken with her beauty, but that's not all that he liked about her.

* flashback*

"Stardust, you take out the Scavengers on the left hand side, then go inside and guard the main weapons room and we'll call you back to the fight if we need help", Lightning Lad ordered, charging up his powers. "You got it, boss!" she said, grinning. She swooped down and blasted the Scavengers away from the entrance then went in herself. The rest of the team were able to take out the rest of the group. When they entered the building, they found her holding a trembling little girl, the poor thing was just sobbing. Stardust was soothingly rubbing her back and singing a little song. " Hush little baby don't you weep, mama's gonna sing you to sleep. Hush little darlin' go to sleep tonight, mama's gonna make everything alright"…. After a few minutes the little girl fell asleep in her arms. Stardust carefully lifted her into the air, and mouthed, " I'll be right back." She flew off, returning a few minutes later empty handed. She explained later that the girl, whose name was Ruby, lived nearby and had run away from home. She had hidden in the building for the night. Stardust then explained that she found her hiding under a desk, and that Ruby was terrified by all the noise, since she was only 3 years old. Ruby was also very bright for her age, because she knew what her home looked like and where her street was. " How'd her mother react?" Bouncing Boy asked. Stardust just smiled and replied, " Her mother reacted the way you'd expect a loving mother to react, she cried and held her little girl tightly."

*end of flashback*

Brainy snapped out of his flashback when Stardust shifted and moaned in her 's going to be very sore in the morning, Brainy thought to himself, but he didn't want to wake her from her slumber. After a few moments of indecision, he gently scooped her into his arms and carried her towards her room, trying hard not to think of how good she felt in his arms. Once he arrived at her room, he opened the door, and walked over to the bed. Brainy slowly reached out with one hand, pulled back the covers, and laid her carefully in the bed. He pulled the covers up to her chin and whispered, "Good night, Stardust." "Thanks," she mumbled in her sleep. That's one of the many things he liked about her so much. She never failed to thank someone when they did something nice for her. "You're welcome," he whispered back and left the room, shutting the door behind him.

As he walked back in the direction of his lab, Brainy began to wonder, why does she make me feel like this? Why is it when she smiles or looks at me I feel so strange? Why does she make me feel so bashful when she talks to me? I don't understand this feeling, what is it even called? Could it be? No, no it's impossible, isn't it? Still not sure and making a mental note to talk to Saturn Girl later, or maybe Superman, Brainy began to list the reasons he admired her so much. She was selfless, humble, compassionate, smart, and funny. She was also beautiful, so beautiful, especially when she smiled. Brainy suddenly realized he was standing in front of his room. "Oh what's the use!" Brainy groaned. He went into his room and crawled into his bed, trying hard not to think about Stardust and the way her hair flowed across the pillow, and the funny smile she had on her face as she slept. Or how peaceful she looked while she was asleep, like an angel. Brainy fell asleep imagining Stardust with a pair of wings and a harp, dressed in white.

Special thx to my mom who helped me write this, please Reviews are welcomed, but constructive criticism only please Thanks!