Author's Note: This story takes place shortly after the events in Superboy and The Legion Of Super-Heroes 204 (that's the one where Brainiac 5 found out that he'd unknowingly built a Supergirl robot in his sleep). If you're really interested it takes place in issue 205 around the time of page 10 panel 4. Hopefully the story should still be followable even if you've never seen these issues.



It was the same dream every time.

Brainiac 5 was trapped in a cage whilst two giant green mice observed him. The less giant of the green mice introduced himself.

"Greetings, Brainiac 5. Let me introduce myself. I am The Brain and this is my associate Thinky."

"Salutations, Brainiac 5." said the mouse introduced as Thinky.

"I'd appreciate it if you'd attempt to stay in character, Thinky, no matter how much beneath you that must be." said The Brain to Thinky, and then he turned his gaze towards Brainiac 5.

"You're no doubt wondering who we are, Brainiac 5, and what we're doing here."

Brainiac 5 looked The Brain in the eye and casually replied. "No, but I expect you're going to tell me anyway, so go ahead. Oh, by the way, call me Querl Dox. Brainiac 5's just my job title."

"Well, well, well, Querl Dox, it appears you have spirit, but spirits are easily broken. It's time to reveal our true identities. We are ..." and at that point The Brain paused for dramatic effect and the dream's background music started to build to a crescendo.

"... Pair-o'-Dox-ically ..." interjected Thinky, destroying any suspense and inadvertently giving away their secret.

"... YOU!!!!!!" continued The Brain unabashed.

"Can I explain, Brain? Let me, let me."

"I'm sorry, Thinky, but this is what we call the science bit and I don't want to go too fast for young Querl. I think it's time for an analogy."

"But I've already eaten, Brain."

"Nice character work, Thinky, just a shame it didn't make any sense and wasn't funny. Now, where was I? Ah yes, an analogy. When your knuckle-dragging cohorts in The Legion dream, they get in touch with their subconsciousness as all the junk in their tiny minds gets thrown away. You, on the other hand, being a twelfth-level genius, hardly have any subconscious, just numerous levels of consciousness. Twelve in fact. Twelve sets of parallel thought processes. Thinky and I are two of them."

Thinky smiled, "Saturn Girl thinks we're just background noise, we use the latest encrypted thinking techniques."

"Are you thinking what I'm thinking, Thinky."

"No we're two parallel thought processes and to duplicate your thoughts would be redundant. However, it is in the coalescing of our thoughts that great ideas are forged."

"Exactly, Thinky, but not the least bit in character."

"Interesting." observed Brainiac 5. "Admittedly, I'm a twelfth-level genius, but that's only twice the intelligence of a normal humanoid genius, who'd be classed as level six. I think you've got your definitions wrong."

At this point Thinky fell to the floor and started rolling around, clutching his stomach, convulsed in fits of laughter. "He doesn't know, Brain. He doesn't know. Twice a human's intellect? Narf! Most humanoids are only level one - but do you really think the Coluans would tell them that? That's how wars start."

"Indeed, Pinky. Poor Querl cannot even begin to understand the immensity of his intellect. It's lucky that we're here to tell him. But then again, my dear Thinky, remember that it's you and I that have the real intelligence. Querl here is just the face we show to the outside world, a mere puppet who doesn't realize that we pull the strings."

Brainiac 5 interrupted the gloating rodent. "If you're so intelligent how come you look like a bad parody of a Twentieth Century cartoon show?"

"It's your dream, Brainiac 5. That's just how you see us, or indeed yourself. Thinky represents your outer self - the relative moron that you show to the outer world. Whereas I represent the untapped genius that you know lies within you."

"Ego, Brain. Not to mention Super-Ego and Id." added Thinky.

"Quiet, Thinky. I don't think there's any point in insulting our intellects by dragging in antiquated Freudian theories."

Brainiac 5 interrupted, "Are you sure I'm the one who's dreaming and not you. After all, you're the ones who are naked."

"That remark was beneath you, Querl, but then again you're not real like us. Your whole character is just a meta-fiction that we've presented to the outside world all of these years. You must have noticed how incredibly bland you are."

"You are, you know." added Thinky, nodding his head.

"Any real genius would be patronizing." continued The Brain.

"Smug." added Thinky.

"Telling his team-mates how to beat the villain instantly rather than waiting around endlessly for them to stumble on the correct solution."


"Finishing people's sentences for"


"Asking people to phrase their questions better."

"Telling them to go away and read the documentation."

Brainiac 5 interrupted the list, he could keep quiet no longer. "Define bland." he said.

Thinky passed Brainiac 5 a mirror, while The Brain continued. "You're not even funny, are you? Humor and intelligence should go hand in hand. An ability to recognize patterns and make unobvious connections that people hadn't thought of before. I think you'll find that's a definition of both intelligence and humor."

"But not a definition of bland." added Pinky.

"Even if I am just an outer shell. What makes you so sure that you can just take over." responded Brainiac 5.

"We've done it before." said The Brain.

"Did you like the Supergirl doll we made for you last month?"

"That was one of our more benign activities."

"It's not going to start taking a dark turn, is it, Brain? I don't like the dark." said Thinky, feigning fear.

"I'm afraid it is, Thinky. I wonder if Querl remembers one of Triplicate Girl's aspects getting suspicious of us a while back."

"Of course he doesn't, Brain, we wiped it from his memory."

"Please be quiet, Thinky, and let me continue. One third of Triplicate Girl, getting tired of having to share her mind with two other personas, started to do some research and somehow stumbled upon some information about your multiple thought patterns. She came to see you asking if you had any tips that would help put her mind at rest. You just told her that she was mistaken, and then, a few hours later, an idea for a new project appeared in your head, seemingly from nowhere. Computo."

"Gee, Brainiac 5, that definitely put her mind at rest." laughed Thinky, "Although working out how to code it to pick out the right Triplicate Girl was decidedly non-trivial."

"That's right, Querl, we ruthlessly reduced Triplicate Girl to Duo Damsel just because she was getting suspicious."

"That's not true, Brain. We also had that good costume idea for her, that just wouldn't have worked for three of her."

"That's right, Thinky. Querl's been busy recently on his robo-sewing machine ruthlessly reducing the amount of material in his female team-mates' costumes. It must have took some incredibly subtle mind control techniques to get Saturn Girl and Princess Projectra to wear those outfits. But then again, being in The Legion, we get to meet some very important people and we've been doing our fair share of incredibly subtle mind control on them. All it takes is a few choice pre-programmed phrases and we can have the Universe's leaders eating out of the palms of our hands."

"But we don't have hands, Brain. Oh, are you going to tell him the other sordid ways that we've used mind control techniques on his team-mates. Nudge, nudge, wink, wink, Adult Legion. Narf! "

"No, Thinky, time is running short. I'll just tell him that we plan to rule the Universe and we've planned to all along. Why else would we keep the name Brainiac 5? Could we be any more obvious? We may as well have called ourselves Hitler 3 or Genghis Khan 4."

"Attila The Hundred." added Thinky.

"You talk too much!" said Brainiac 5, as if from outside the dream. He then continued to talk to Thinky and The Brain slowly, as if addressing his team-mates, "OK, you're right about the parallel thought processes, and I do realize my untapped potential as an uber-criminal, but there are some things you've got to understand. I like my job with the Legion. Sure, it's a no-brainer, but I'm a slacker and an under-achiever and that suits me fine. I was getting bored a while ago when things seemed to go a bit quiet, but now it seems as though something vaguely interesting happens at least once a month. Also, in this crazy mixed-up Universe of ours, statistics show that the bad guy's got an infinitesimal chance of winning - unbelievable but true."

"You, on the other hand, aren't exactly the geniuses you think you are. You're actually insane. Delusional actually. Since the Supergirl robot incident I've quarantined you off from the rest of my mind (you can now only recieve input) and am attempting chemical balance repairs to the relevant brain areas. You'll appreciate that I'm not rushing this and it may take some time."

"For the record, I'm now fully conscious currently playing along with some villain's mind control plan. I can safely predict that Superboy, Ultra Boy and, believe it or not, Insect Queen will save the day, so I'm just enjoying the ride."

"Thanks for the offer to join you in Universal overthrow, but I'm afraid the answer is the same as this whole situation."

"It's your dream not mine."

Braniac 5 vanished from the cage.

"He's in denial again, Thinky."

"So, Brain, what are we going to do tomorrow night."

"The same thing we do every night, Thinky. Try and take over the Querl."