"Bouncy! Look out!" shouted the white Triplicate.

Bouncing Boy jumped out of the way just in time, only to be hit by a blast from behind, knocking him off to the side of the battle.

"Bouncy!" shouted the purple triplicate, kneeling next to him.

Brainiac 5 and Lightning Lad ran at Brainiac 6 from the left and right, firing simultaneous blasts at the machine who easily threw up a shield and hit them both with extended arms, sending them flying back the way they had come. Both heroes hit opposite walls hard and fell face down.

Brainiac 5 pushed himself up and stared blearily around. Saturn Girl lay off to his right with Shrinking Violet, both of them unconscious. He saw Lightning Lad across the room, struggling to get back up and having no success. A few feet from him lay an unconscious Dream Girl and Karate Kid, both having gotten hit by the same blast some time ago, and Star Boy, who had gone to help them, had been smashed against the wall above them, where he now hung amidst the wreckage.

The only ones left then were himself, Lightning Lad, Chameleon Boy, Triplicate Girl, Timber Wolf, and Cosmic Boy. Six if Triplicate was counted as one.

Cosmic Boy was hit by a piece of concrete Brainiac 6 suddenly hurled in his direction. Cos dodged the worst of it, but was still caught between the wall and the ruble. Brainy saw his eyes flicker closed as he passed out.

Make that five if Triplicate was counted as one.

Brainy gritted his teeth and forced himself to his feet, staggering as his organic body felt the pain of the impact as his mechanic body never would have. This couldn't go on! His friends were being hurt and it was all his fault for not completely destroying what was left of his mechanic self when he had the chance.

If only he'd thought of it sooner!

But it was too late for regrets. He had to do what he could now and stop the next version of Brainiac before he killed them all. Phantom Girl, Matter-Eating Lad, and Colossal Boy had already been taken down in the first strike of Brainiac 6's attack, and one by one, the rest of the Legion had followed.

Chameleon Boy and the Triplicates ran at Brainiac 6 in a four pronged attack as Brainy tried to get his body, which was being infuriatingly obstinate in the matter, to do as it was told. He was shaking and his eyes wouldn't completely focus for some reason.

He shook his head as the orange and purple Triplicates were thrown against the wall hard enough to crack it, and a wave of nauseous dizziness nearly made him puke. That was something else his mechanical body never would have done. He glared at the three Brainiac 6s that filled his vision and forced himself to move, attempting to focus on the middle Brainiac who looked to be the most solid of the three.

He brought his arms up to shoot another blast, but his palm-blasters only fizzled and went dim. He stared as his hands blankly, trying to process the fact and figure out what to do next, but Brainiac 6's fist connected with the side of his head at that moment, sending him down once more.

Valiantly, he fought against the blackness on the edges of his vision. There was only one thing that could be done and he was the only one who could do it.

As Chameleon Boy and the white Triplicate went down for the count, Timber Wolf and Lightning Lad picked themselves up, catching Brainiac 6's attention. Brainy pushed himself painfully onto his hands and knees, crawling to the door. He had to get to that room. He had to!

The sounds of the fight slowly drifted away as Brainy crawled down the hallways of the Legion headquarters. He crawled past his fellow Legionnaires, fallen among the ruble of what had once been the pristine and proud headquarters of the toughest force in the universe. He couldn't stop to take care of them, no matter how much he wanted to. There was only one way to stop Brainiac 6 now, and that had to be Brainiac 5's top priority for now.

The room wasn't that far away, but for Brainy, the trip was like stretching eternity beyond it's own timeless limits. It was a ridiculous thought really, he reasoned as he fought to stay conscious and keep moving, and something that he never would have even thought of three years ago when he was still a machine, but in his current loopy-with-pain state, it made complete sense.

He pulled himself up on the wall so that he was more or less standing, and hit the control panel for the room, breaking it and causing the door to hurl apart. Brainy took a deep breath and made his feet move into the fairly dark lit room.

Inside, Brainy took another breath and said in a barely audible voice,

"Computo, unlock code Delta Alpha Eight Two One. Override security firewalls Six Nine Gamma Zeta Seven. Release force field code Iota Eta Nu Three Zero Four Four."

"Caution. Level Five security in place. Authorization required."

"Authorization code Rho Sigma Tau Eight Eight Three. Override security block on Brainiac 5 security restraints code Kappa Chi Omega Five Seven Zero One."

"Access granted. Caution required. Level Five security is being released."

Brainy watched in silence as what appeared to be a very large pillar in the center of the room slowly opened and light flooded the dark area. There, floating within the restraint field Brainiac 5 himself had designed and created, were the remains of his machine self, though not quite what they had once been.

Brainy pushed himself off the wall and walked unsteadily over to the machines. Carefully, he reached for each piece, snapping them on over his green skin, until much of his now organic body was housed in his old mechanical body. Taking a deep breath, he clicked the neck piece into place and felt old strength fill him.

He stood up a little taller and stalked out of the room, back the way he had come. He would stop Brainiac 6 no matter what.


Timber Wolf landed heavily between a half-conscious Cam and a half unconscious Lightning Lad. He looked up, unable to move, and watched as Brainiac 6 pointed at him, light building up in his palm as he prepared to blast the three into oblivion.

Then, the door hit Brainiac 6 square in the back, sending him flying over the prone figures and blasting out a portion of the wall in the process. Timber Wolf, most aware of the three who were still semi-conscious, looked at the sight before him in shock, eyes widening.

"B-Brainy?" he managed to croak.

There stood Brainy, looking almost like he had when he was a machine. His arms, legs, and chest were covered by his old plating, but Timber Wolf dizzily noticed that it seemed to have been modified. Or was he just seeing things? No, the plating was definitely different from before. For one, it actually fit Brainy, who had grown in the three years since he'd become flesh and blood, and it seemed to have been reformed into something more like an actual suit rather than just pieces of Brainy's old self.

Brainiac 6 picked himself up and looked over at Brainiac 5.

"So, you have finally realized that I am the superior being and wish to be a part of me again. Foolish. I have no further use for you, Brainiac 5. We have evolved beyond your weak and limited capabilities. You cannot stop us now."

Brainiac 6 held up a hand, a small device held there, and Brainy gasped. Timber Wolf wasn't sure what it was exactly until Brainiac 6 activated it.

A black and white swirling tunnel appeared in the air and he looked at Brainiac 5, ready to say something, but Timber Wolf gathered his last reserve of strength, and launched himself at Brainiac 6's back with a howl. It wasn't until he heard a hiss that Timber Wolf realized he hadn't been alone in his attack. Cam and Lightning Lad had done the same thing.

As the four of them fell through the wormhole, Brainy ran across the room and jumped in after them...