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He still felt like himself, after it was all over. If asked to tell the difference between pictures of himself, labeled “Before” and “After”? He couldn’t. There weren’t any, on the surface.

But at least Brainiac 1 was gone from his mind (He had made sure of that, would have destroyed himself if that hadn’t ultimately happened), and he could sleep easily again. (sleep easily at all, on second thought, as well as for more than two hours, despite his desire for maximum productivity)

He could touch Clark, even platonically, and not have to worry about where his hands could go if he lost control.

~

Clark couldn’t imagine what Brainy was going through, but he knew he was going to be there for him. Brainy was the reason why he’d stayed in the thirty-first century for longer than he’d intended, after all. He’d realized, after everything, that something was off about ‘friendship’, in the way that Brainy had used it while under Brainiac 1’s control. And after a lot of thinking, and some teasing from the other Legionnaires, he figured out that word wasn’t enough to describe what he and Brainy had together, what they’d built over all the time they’d spent together. Even with Brainy’s family, and Clark’s initial apprehension about that, it hadn’t mattered. They’d still saved each other.

So he stayed because he loved Brainy, and Brainy loved him in return. It was that simple.

Except neither of them said that to each other.

He stayed for that reason, and helping him explain why he’d done what he did- but he knew Brainy was trying to take care of that on his own.

Clark could only sit beside him, before and after those speeches he kept making. He would gently squeeze his hand, or wipe away his tears, and hope that would be enough. That it could make up for Brainy standing up, again and again, speaking before countless crowds throughout the universe, so young and so terribly alone.

~

Brainy was sitting in his egg chair (he hated the nickname, but after Clark pointed out the resemblance, it stuck), in the dark, the light from his computer screen reflecting onto his face, when he heard a knock on the doorframe of his room.

“Superman?”

“Hey, Brainy.” Clark answered. He ignored the fact that Brainy had used his superhero name again, which he used most often in public, instead of his real name, which he tended to use more often when the two of them were alone.

“This had better be important.”

“I wanted to make sure you were doing okay. You’ve been hiding out in your room, a lot.”

Brainy smiled at his voice, but had to continue focusing on the task at hand.

“You know I need to work.” He answered, not looking at him. “Ever since I was… overtaken, by my ancestor, I have been falling behind on my Legion duties. There is much I have to do, and as much as I like your distractions, I cannot afford to be distracted right now.”

Clark sighed. “Well, when you’re not busy, come see me, okay? Even you need to relax, every now and again. You missed Kell’s induction into the Legion. And your own victory party, for crying out loud.”

“I didn’t think I deserved it.”

“I know, but it still happened without you. We missed you- I missed you. And I was thinking, maybe, that we could… go out somewhere, sometime soon, just the two of us. I-if you wanted to.”

“You are asking me out on a date.”

Brainy couldn’t hide the happiness in his voice, and Clark blushed. It was good, to hear him like that. He’d sounded so distant since he came back, and Clark’s heart ached whenever he heard him speak, for that reason.

“Yeah. I am.”

“When I have free time, I will let you know. Believe me, I want to- but I have to explain myself to the universe. Tell them why one of the people who swore to protect them fell victim to corruption, and tried to destroy everything.”

Clark put a hand on his shoulder.

“None of this is your fault.” He said.

“But I’m supposed to be stronger than that. Stronger than him.”

“And you are. You proved that to me, and Kell, and the Legion, when you beat him.”

“It shouldn’t have happened in the first place, though. I opened myself up to him. I could have found another way-“

Clark gave him a soft smile. “Don’t worry about it. It’s all in the past, and believe me, I know a thing or two about that. Like you said, you just need to look forward to what’s coming next in your life.”

“Such as dinner with you?” Brainy asked.

“Yeah. Like that.”

“I will try."

"And remember, the Legion is with you. We’ll stand behind you, and beside you, no matter what happens next, okay?”

Brainy stood up, shutting off his computer.

“I know. Thank you, for every- oh!”

Brainy stumbled, doubling over, and Clark thought he was about to throw up. But he couldn’t see any evidence of food he’d eaten recently, so there wasn’t anything to throw up- which meant something else was going on.

“Brainy? What’s wrong?”

Clark approached him, ready to catch him in his arms, but still tentatively kept his distance as he had no idea what was about to happen.

“I- I don’t know!”

Brainy groaned louder, and more convulsions shook him. Clark watched, horrified, as he moved about, like a puppet controlled by strings, finally falling to the ground, motionless. It had happened too quickly for him to do anything.

Clark raised his Legion ring up, activating the communicator function.

“Superman to anyone- Brainiac 5 needs help. I repeat. Brainiac 5 needs help!”

Then he gathered Brainy’s unconscious form into his arms, and carried him down to the infirmary, hoping for the best- despite things seeming so scary at the moment.

Hang on, Brainy, he thinks, looking down at him, so lifeless and small, skin pale green and soaked in sweat. I’m gonna find a way to help you again.

Chapter Text

“This is a waste of time.” Brainy grumbled, lying in a chair once he was awake. “Nobody here knows enough about Coluan physiology to explain what’s wrong with me.”

Some of the more medically-inclined Legionnaires had theories, of course, and they offered them to him while he was getting (what Clark thought was very much-needed) rest- but in the end all they could do was attach Brainy to some machines, and hope.

Apparently, according to them, Brainy’s body was literally breaking down inside, but there wasn’t a reason as to why, or a way to prevent it from continuing to happen.

And reversing it, well, that was completely out of the question.

Brainy kept being told to relax by the others, in soothing tones, but he wasn’t having it.

I was your friend, first. He thought. Then I was a pariah. Then I was your hero. And now I’m being treated like a helpless child, as if I do not already know what is happening to me.

He wished he could go back to how things were before Brainiac 1 destroyed his life. When he still had his presence haunting him, but at least he didn’t speak, and nobody knew firsthand how dangerous he was. When Clark still trusted him, only seeing him as himself.

When things were, at least for him, relatively normal.

But he had a feeling that “normal” was something impossible now.

He had crossed his proverbial return threshold, in the ‘hero’s journey’ that was his life (as much as he could still be called a hero, anyway), but it appeared that there were still problems to be dealt with.

And, just as always, the problem remained his own self, and his ancestor, even from beyond the grave.

He wanted to ask the universe what he’d done to deserve his fate, but he knew it was a stupid idea before it had even fully come to fruition. The universe would have no answers for him- his only choice was to make his life better.

It had succeeded, as the years went by, once he’d left his birthplace behind in favor of Earth. And when he met Clark… everything crystallized. His life was mostly good, for the time he was there, improved by his very presence.

(It’s wrong to love him, something deep inside of Brainy insisted. He’ll never love you as much. Especially now.

He drowned that thought out with “You’re my hero”, in Clark’s voice, repeated until it finally shut itself up)

And then he left, and Brainy could only love a ghost of his friend. He’d made him say everything he wanted to hear, and he was happy, until he remembered he probably wouldn’t see him again.

He did, of course, but at the time, that artificial sunshine, just like his own, was all he had for comfort.

~
After Brainy finishes resting, feeling no more gut-wrenching sensations, the Legionnaires watching him finally let him out of the infirmary.

“If you get sick again, don’t hesitate. Come here immediately, we’ll take good care of you.” One of them says. But Brainy isn’t listening. He just wants to get back to work, and then later, to the one person he can talk to about anything.

Guess I’m not getting that first date until I’m well again, he thought. Can’t risk something like that happening again, and causing Clark so much stress and discomfort…

But there was something they could do together, that didn’t clash with the bedrest his friends had prescribed to him.

He just didn’t expect Clark to think of it first.

~

“Brainy?” he heard Clark’s voice call, uncertain, outside his room. “Can I come in, please?”

“Of course.” Brainy answered.

Before, what seemed like so far in the past now, Brainy used to ask to sleep in Clark’s bed with him. He had told the Kryptonian it was to ward off nightmares- only he hadn’t mentioned that the nightmares were, at least for him, too real.

Clark entered, sitting down beside him and taking his hand. It felt nice, to have such a strong, larger hand covering his own. He only wished it would last longer…

“I, um, noticed you were let out early. Are you alright?”

“Yes. I am perfectly fine.” Brainy said nonchalantly.

“That’s what you said the last time.”

Brainy closed his eyes, and put a hand over his face.

“Do not remind me.” He answered.

“Okay, I won’t anymore. But I just wanted to ask, uh… if you wanted me to sleep in your bed with you. Because you’re feeling so bad.”

Brainy smiled. “We’re going to sleep together before we even go on a date? Those are interesting priorities.”

“I know. But hey, you’ve asked me, several times. I figured I had to return the favor tonight.”

Clark squeezed his hand lightly, and Brainy felt warmth inside himself.

“In this context? I wouldn’t have it any other way.”

Now, however, it was Clark asking Brainy if the two of them could sleep in the same bed. Clark wanted to protect Brainy, after the display he witnessed, and as Brainy drifted off to sleep Clark’s brave face dissipated.

It was replaced with worry, as Clark gently stroked his hair, whispering “please don’t die” over him like an incantation until the phrase didn’t sound like words anymore.

When Clark finally did sleep, he dreamt of Brainy’s hair crumbling between his fingers, one strand at a time.

In another dream, the same night, when Clark brushed Brainy’s bangs away to kiss his forehead, he felt Brainy melting underneath his lips. Literally, melting- turning to thick liquid, a puddle of yellow and green and black and purple on his bed.

It seemed so real, in vivid color. And the worst part was that Clark had no idea what to do about it. He even wondered, touching his lips, whether he’d end up dissolving too.

But he woke up from his nightmare, sweating, glad that Brainy was in one piece beside him.

Guess I shouldn’t have drunk so much before bed, he thought, laughing slightly. Then, he reached out to stroke Brainy’s cheek, and his hand came away holding a part of his face.

Chapter Text

Brainy wakes up to Clark screaming, and trying to stick something to his (barely awake, but terrified) face.

Brainy pushes himself up with one hand, and Clark moves away from him, startled. He drops what he was trying to put on Brainy’s face, and Brainy’s still confused, but just wants answers. Wants to be the one who comes up with them, even though right now he can’t explain anything.

“Clark… what were you doing?”

Clark doesn’t say anything, still giving him that blank-eyed stare. Instead, he pulls off the covers, and takes Brainy’s hand, helping him to stand on shaky legs as he guides him to the nearest mirror.

Brainy doesn’t register anything out of the ordinary at first, besides Clark’s hands on both of his shoulders, standing behind him. But he’s the only one who keeps Brainy from running, or possibly vomiting.

Because he’s falling apart, and Clark was holding a piece of him.

It’s a miracle he doesn’t temporarily shut down, as Clark slowly guides him back to his bed, and helps him into it.

He doesn’t fall asleep again. He can’t, not in this condition, but Clark is still there, holding his hand.

Brainy just hopes that Clark doesn’t have to deal with that hand falling off, too. He wants Clark to put him back together, wishes he could. But he knows, with how things are going, that he can’t get what he wishes for.

“Brainy?” comes Clark’s voice, still steady. “I’m gonna see if I can have the others check on you in here, alright? That way you don’t need to move to the infirmary, and risk- uh, anything else happening. Is that okay with you?”

Brainy gives him a weak nod, and as he stares at the ceiling through the night, drifting in and out of dreamless slumber, Legionnaires stand over him with lights and tools, inspecting him. Some whisper to Clark, who doesn’t sound happy whenever he replies.

But one thing is clear to him- there’s no cure for his condition. Nothing they can really do to help.

It would scare him more, if it wasn’t already an inevitability.

~

“Clark… I think I’m dying.”

Clark has no idea what to say to that, and he’s not sure he should say anything. So he just hugs Brainy, being careful not to loosen any other parts from him.

“I mean… that is the only logical conclusion. It all adds up- removing Brainiac 1’s code from my systems must have triggered something, some kind of fail-safe that is destroying my body from the inside out… and I cannot live much longer because his code is not present.”

“So, what can we do? Put him back in?”

Brainy’s expression grew dark. “No. Impossible. He’s been deleted, permanently. I’m afraid the only solution is to not do anything.”

“What?”

“Let me die, Superman. I know, it sounds terrible… but in the end, this is the best possible outcome. You cannot stop what is happening to me, and there is no known way to reverse it. Not even I can figure anything out, not with how little time that I’ve calculated I have left.”

Clark grabbed Brainy’s hands, gently holding them. “Brainy, no. We can find another way, I promise. You’re going to live.”

“I… I can’t.”

“I’m sure the other Legionnaires don’t want you to just give up and die. You’re a valuable member of this team, and they’d really miss you if you were gone.”

Brainy looked away from him. “Based on my actions in the recent past, it makes sense that they would wish death upon me.”

Clark stared at him, crouching down a bit to hold his shoulders. “Don’t say that.” He answered, voice very serious. “You weren’t yourself back then. They understand that, and you know they’ve already forgiven you.”

“That is what they said.”

“Well, believe it. They still care about you, and they’re gonna try to find ways to help you, just like I’m doing.”

“They can try. But I believe their efforts will be futile.”

Clark laughed. “Don’t tell them that. I’m sure you’d hate to crush their dreams.”

Brainy rolled his eyes. “Dreams cannot be crushed, Clark. They are not physical creations.”

Clark smiled, gently ruffling his hair. “There you are.” He said, before getting up and moving towards the door, then turning back to look at him. “I’ll come back later. Don’t die until I’m here to see it.”

Brainy mustered a weak laugh himself, before raising a hand in a farewell.

“I’ll try not to.”

Though I know I can’t make any promises.

~

Clark comes to check on him a lot, in the next week, after Brainy decides to confine himself to his room for the time being. Brainy’s trying to work, of course, but whether out of a sense of duty or boredom, Clark’s not sure. He lets it happen, though, as long as it doesn’t stress Brainy out too much and as long as he doesn’t work longer than his required hours.

But he still makes sure Brainy sleeps. He’ll fluff his pillow, get him whatever makes him tired, gently close Brainy’s laptop for the day and put it aside. Brainy teaches him, however slowly, how to turn the main computer monitor in the headquarters off and on, and even how to operate it on a basic level.

Teaching Clark helps to distract Brainy’s mind from his imminent demise. But it isn’t enough to stop the dreams, or more accurately nightmares, that come to him every night like taunting spirits.

At the beginning of most of his dreams, nothing seems wrong. He’s happy, for once, positive memories playing out just like he’s had them preserved. In each he’s accepted by the Legion, or Clark, appreciated for being more than his family. The length of each dream varies, but the endings are all similar, if not the same- they end with him falling apart, and the others looking on in horror. In one, an already horrible memory featuring Clark almost weeping over his body, he stays gone, and has to see Clark continue without him. Still upset at first, but gradually becoming just as optimistic as always, and this is when Brainy knows he’s forgotten about.

He knows they’re still dreams, subconsciously, but that’s when that knowledge comes to the surface, and wakes him up. Because Clark would never forget about him, dream or not.

When Brainy can stand again, and he’s gone a few days without any of his parts threatening to dislodge themselves from him, he goes to his lab.

He hasn’t seen it in so long, since- well, before everything happened. Before he took over. The thought didn’t occur to him until then, but it still made him shiver.

He’s distracted from his thoughts, though, by how the other Legionnaires have treated it. They made it clean, carefully put away things he had been working on. His haphazard piles had been straightened up and pushed against the wall. Boxes that remained unpacked had their contents placed where they could fit, and the boxes themselves were neatly stacked in a corner. Messes that were deemed unimportant were cleaned up, and everything shined.

But it was all wrong. He had a system of organizing things, even when his personal lab seemed so messy. They had no access to that information, so there were no ways things could be put back where he needed them to be.

He thought of Clark, wondering what he would say.

Your friends got together and did something really nice for you, probably. You should definitely thank them for all of their hard work.

I am dying anyway, and they already expect me to be destructive, he thought in response. Who cares?

He wasn’t as strong as he used to be, but he could still pick something up, and throw it across the room. That was all it took.

When Clark found him, what seemed like hours later, he was shaking and silently crying, sitting on the floor in the midst of what looked like the aftermath of a hurricane.

He didn’t even have to say anything. Clark was there, kneeling behind him, arms wrapped around him. He felt Clark’s head leaning on his shoulder, and Clark wiping his tears away, before giving him gentle kisses, trailing up his neck to his left cheek, then turning Brainy’s head towards him to kiss his lips.

Brainy stayed still then, keeping his eyes closed, letting Clark give him comfort until he had calmed down completely. Then, he turned to Clark, burying his face in his chest and hugging him in return.

“Thank you.” Brainy said, in a muffled whisper. “I…”

He couldn’t complete his sentence. Not yet.

“I’m glad you’re here.”

“That’s what friends are for.” Clark answered, smiling. Brainy rolled his eyes, knowing that was a complete lie- by that point, they were far more than friends. He just wasn’t ready to move forward with that, at least, not until he was healed.

But of course, he thought, by then it might be too late.

He pushed that to the back of his mind, and hugged Clark even tighter. Once he found himself starting to doze off, closing his eyes and resting against Clark, grip loosening, he felt Clark lifting him up and carrying him back to bed.

He woke up some time later, having slept peacefully for once.

Chapter Text

Clark was by his side.

Each day, whenever he woke up, Clark made sure he was there- sometimes with gentle touches and kind words, sometimes with food, or get-well-soon cards and gifts from other Legionnaires.

Brainy wondered how he was there every time, but he reasoned that he didn’t need to know. He was only comforted by Clark’s presence. Steady and strong, remaining in the thirty-first century for him even though he had every reason to return to the past.

However, as days went by (Brainy was no longer keeping track) he noticed Clark was leaving less, in favor of staying there, sitting vigil at his bedside. He didn’t return to his room as fast, when Brainy saw him come back, and sometimes he even swore he looked tired.

Clark- and most Kryptonians- rarely suffered the effects of fatigue, when under a yellow sun, Brainy remembered. So why did he now look so worn-out?

He decided to ask, eventually, but he fell asleep first.

~

“Clark?”

“Brainy!”

Clark hugged him, as he sat up in bed. He looked happy to see him more alert than usual, and moving around, despite his more fragile state at the moment.

“Are you feeling better?” Clark asked, gently massaging his hand. Careful not to break it, or dissolve it like he’d done to Brainy’s face.

“I believe my condition has stabilized, for the moment.” Brainy answered, smiling at Clark’s touch, placing his own hand on Clark’s arm. “However, my concern is for you. How do you feel, right now?”

Clark looked away, before turning back to him. “I’m fine.” He said. “Just… worried about you.”

“You don’t have to lie, you know.” Brainy said. “You are far more tired than normal, and that has me concerned.”

Clark gave him a weak smile. “I guess I have spent a lot of time not sleeping.” He said. “When I do, I have terrible dreams… nightmares, about what would happen if you never recovered from this. So I just avoid dreaming, if I can. And seeing you when awake…” He gestured to Brainy’s face. “It’s not that much better. No offense.”

“None is taken.” Brainy said. “But you must take care of yourself, just as you take care of me.”

“You’re more important, right now.” Clark promised.

Brainy tightened his grip on Clark’s arm, making him pay attention to him. “Listen. Your physical health determines your performance in battle, which, if it is poor, will be a detriment to the overall accomplishments of the Legion. And trust me, they cannot afford to have a Superman who’s in danger of fainting because he’s too worried about one of his teammates to eat or sleep.”

“But-“

Clark couldn’t complete his sentence. Even in danger of dying, he was still as intelligent as ever, and he had to admit he was right.

“But what?”

“I can’t argue with that. You stay and rest, and I’ll rest up too, alright? I’ll see you later.”

Brainy nodded, and Clark released his hand, as Brainy released Clark’s arm.

“Thank you.” He said. “I can’t thank you enough for what you’ve been doing.”

Clark stood up to look at him. He couldn’t admit, right then, that he felt as though he wasn’t doing enough.

~

He woke up without Clark, for the first time, and felt a sense of relief that he’d listened to him. He was finally getting rest, despite his desire to stay by Brainy’s side.
Brainy appreciated the company, but Clark had to see he needed to worry about himself, too. Nobody could be that selfless for so long without feeling consequences on their own body.

Satisfied, he was about to go back to sleep- at least it would keep him from boredom, something he’d been battling for weeks since he was first made aware of his condition- but he felt an uneasiness in what a human would consider his stomach.

As if by instinct, he turned over the edge of the bed, and started vomiting. Convulsing, like he had before, but this time when he coughed, trying to breathe, something shiny and green began to come out of his mouth, dripping onto the floor.

He had no towels to clean it up, so he only looked at it, helplessly, as more and more of it exited his body. To someone else, it may have appeared to be the Coluan equivalent of human vomit, but Brainy knew better. He’d seen enough of it leave him when he was injured to understand that much.

When Clark came back after what Brainy assumed to be a mission, looking far more refreshed than the past few times he’d seen him, it was to the sight of Brainy, lying in bed with his eyes wide open, unable to stop thinking about the pool of blood on the ground.

Brainy stayed unmoving, worried that any further movement would cause him to throw up more. He only watched, as Clark brought a stack of towels, and cleaned up his mess, then wiped his mouth clean with another, far smaller towel made of paper.

He almost said something to him, but he left before he could, more worried than ever if that was possible. That, in turn, had Brainy worried, for what Clark and the rest of the Legionnaires were going to do next. What futile method they’d choose, in order to try to cure him again.

~
Brainy didn’t know what the arrival of the Coluan ship looked like, to the others, because he didn’t see it. But if he could’ve guessed, he’d say they thought it was a miracle. Finally, people from his species, who would understand what his condition was better than all of them combined.

Brainy would believe that too, if he believed in miracles to begin with.

Clark met him by his bedside, right after they were allowed into the Legion headquarters.

“Brainy.” He said, taking his hand and making Brainy divert his attention to him. It now hurt for him to even move his head, but he did the best he could. “Brainy, I have good news. There are people here, from your home planet. They heard about what happened with you, and they want to take you home and make you better. Isn’t that great?”

“Did you tell them?”

Clark stared.

“What?”

“Did you tell them, specifically, about me? Before they got here, I mean. When did they become aware of my condition?”

Clark was at a loss for words. Why was Brainy suddenly acting like this? It was a good thing, for them to be there. He should’ve been happy…
But he remembered, all those years ago, his greatest fear. And just recently, his visit to his planet.

Clark’s heart sunk, and he felt sorry for Brainy all over again.

“They already knew, somehow. We didn’t have to tell them anything, really…”

“Tell them I don’t need their help.” Brainy said, firmly.

Clark was about to nod in agreement, and turn to leave, but a stern female voice interrupted him.

“Nonsense.” She said. “Querl is dying, as I am certain he has already learned. He will not survive without being taken back to Colu.”

Clark stood up, trying to meet her eyes. But she even towered over him, by several inches, and he settled for looking up at her.

“Who exactly are you?” he asked her. “Why are you so interested in Brainy?”

“Brainy.” The woman repeated. “So that is what you call him. Charming.”

“And… you called him…Querl? Why?”

“That is his birth name, in case you were not aware- Kal-El.” she said. “Querl, of the noble House Dox… or, once noble. Before recent circumstances, at least.”

“You still didn’t answer my question.” Clark persisted. “What’s your name?”

“I am Brainiac 4. Predecessor of your Brainiac 5, successor of Brainiac 3. My name is Fabala Dox, but…”

She knelt down beside Brainy to stroke his cheek, making him shiver.

“My dear Querl here…may know me best as Mother.”

Chapter Text

Brainy rolled his eyes when she spoke, sitting up to look at her directly. She didn’t move, but her eyes lit up in curiosity as she held his gaze.

“I would say that “know” is an overstatement, in these circumstances.” He answered. “But it is at least comforting that you remembered me before I become nothing but a stream of information in the Coluan hivemind.”

Fabala feigned surprise at how he was talking to her, though, based on what she’d read about him, she had anticipated this kind of emotional reaction.

“Querl, I wish to understand you before you pass on.” She said, continuing to caress the side of his face, blonde hair moving as she did. Brainy shuddered under her touch again. He didn’t want to admit it, but he liked how Clark touched him much better. She was too cold, too distant for anything like that to feel genuine. “If you do at all, which is unlikely if you cooperate. But, as much as you would like to deny it, we intend on saving your life.”

“There is only one person in this room who I would trust to save me.” He said, glaring at her. Clark and Fabala both, judging by his view of her expression, were surprised by the bitterness in his voice now. “And unlike you, that person has not abandoned me for seventeen years.”

Clark had tried to stay out of the conversation, to allow them a chance to properly reunite, but he looked up as Brainy spoke those words, stunned by what he’d said.

“You trust the Kryptonian, more than your own mother?” Fabala asked. “That seems awfully foolish of you.”

“Like I said, he has never proven himself untrustworthy.” Brainy said, ignoring the blatant insult. “Even when faced with the truth about me, he was angry- and justifiably so- but remained by my side. Everything he did was for a good reason, and I don’t blame him.”

Fabala almost looked amused, listening to him, though emotion didn’t reach her eyes. They reminded Clark of Brainy’s on his worst days- still solid purple, but unlike his friend’s, they were cold, and calculating.

“Oh, Querl. You seem so attached to this boy- quite a pity, really. He will never be able to stay, and you will never satisfy his true desires.”

Brainy didn’t speak up against her, in that instant.

How could he refute her claims? After all, she was telling the truth.

~

“Don’t trust my mother, Clark.”

It’s the first thing Brainy said after she left, with a cape much like Clark’s own trailing behind her.

His tongue almost tripped over that one word, mother. She was never a true mother to him, even though she was responsible for his creation. It had, after all, been her choice to leave him behind, with no family to speak of. No sense of identity beyond Doxes of centuries past that he read about in countless texts, and they were hardly role models.

He'd often thought about her, in his early years. Imagined what it would be like to have a mother and father who loved him, people who he could come home to once he chose to leave Colu for good.

But he’d learned to leave those fantasies as what they were, and accept that they could never be real.

Clark’s voice jarred him out of that train of thought, and he lifted his head to look at him.

“Why not? I know she wasn’t nice to me, but she wants to take you home. You’ll be healed there. Really, I can’t believe she’s here at all, it’s-”

“A miracle?” Brainy asked, with an amused smile.

Clark blushed. “Y-yeah. That.” He said.

“Well, I find miracles highly unlikely, if not impossible.” Brainy said. “If you were to use your terms, I would say that I “do not believe in” them.”

Clark leaned forward, and Brainy reached for his hand, trying to absorb Clark’s warmth- metaphorically and literally.

"Then, wha-”

“I believe in you, Clark Kent.” Brainy said, sounding certain.

“Then it’s a good thing I’m going with you to Colu.”

He almost said you don’t have to, in response.

Considered it, even. Clark didn’t deserve looking at him when he was like this, or board a ship full of people who wanted him dead for something he didn’t remember doing.

He also hadn’t deserved anything Brainy did to him. But that passed, and Brainy knew he’d been forgiven. However, it only felt like one more miserable event that Brainy made him experience.

But he knew Clark wouldn’t take no for an answer, so he only squeezed Clark’s hand and waited for the Coluans to tell them when they were leaving.

~

When Brainy boarded the ship heading for Colu, it was standing on his own, with no help from Clark or Fabala, as much as they’d tried to assist him. Instead, his mother walked behind him, and his almost-boyfriend was beside him, waiting to catch him if he fell.

Every step felt like a dozen knives in his feet, but he continued anyway.

I’m not weak. I’m not helpless. I can do this. he thought. He hadn’t walked in so long, and the action felt foreign, but he kept going.

Still, though, once he got inside the ship, a wave of dizziness overtook him, and Clark took him into his arms and carried him to a hospital bed, where he’d stay until they reached their destination. Clark, technically, was not supposed to stay by Brainy’s bed, but he did, just as he had when Brainy’s condition was deteriorating at home on Earth.

The Coluans may have stabilized his condition for good until he reached his planet, but he still worried about what would happen when he got there, especially given the events of his last visit.

“I know they have said they wish to heal me.” He expressed to Clark, during one of the many long nights they spent together. “But I cannot ignore the feeling that they have an ulterior motive.”

“What, like they’re gonna reprogram you or something?” Clark asked. “I know you did some pretty terrible stuff, when Brainiac 1 took over your body, but that was not your fault. You don’t deserve that by any stretch of the imagination.”

“In your eyes, possibly.” He said. “But I nearly destroyed them all…”

“Brainiac 1 almost killed me, too.” Clark answered. “But you don’t see me hating your guts, right?”

Brainy gave him a small smile, and Clark kissed his forehead. He was glad to see it was solid, if somewhat too warm.

Brainy, on the other hand, was surprised that he decided to kiss his symbol, of all things. But he shouldn’t have- this was Clark, that he was thinking about. Brainy’s heritage had, with one exception, never affected their relationship.

“No. Quite the opposite.” Brainy whispered.

Clark nodded, and returned to his own room, after kissing him again.

Brainy didn’t have the heart to tell him what he was really thinking- that of all the Coluans who came to take him home, his mother frightened him the most.
And, without question, she was fully aware of that fact.

~
When Clark left Brainy alone, and when Brainy had the strength to sit up in his bed and write, he composed his last will and testament. He knew it was very brief, and that at this point, he was unsure that he would die at all. But he reminded himself that he didn’t know what would happen when he got to Colu, or whether he would resemble himself at all when or if he came back. So he forged onward, in between nightmares, and eventually came up with something resembling satisfactory.

I am suffering from a terminal illness, and fear I am close to my end. If I expire soon, please make note of the following upon my passing.

My remains should be atomized and scattered throughout the universe. I wish to make certain no more Brainiacs are built from my ashes, and I dare someone to try.

Deliver these messages:

To the Legion: Thank you for welcoming me with open arms, especially after my betrayal.
To Fabala Dox: Go sprock yourself, Mother. Or don’t- I do not care.
And to Clark Kent: I love you. More than you’ll ever know.

~

Brainy doesn’t see his mother, most of his time on the ship.

He knows it’s most likely that she’s at the helm of the ship, directing it on its course and directing her crew in their jobs, but whatever the circumstances, he feels inclined to count it as a blessing.

If he were stronger, perhaps, he might want to confront her directly. Tell her exactly why he hated her, for leaving him behind when he was only an infant, and returning when he was on the brink of death with no explanation as to where she’d been whatsoever.

But he wasn’t, and he didn’t. Still, however, she came to visit him on one particular occasion.

“Hello, Querl.”

“Mother.”

She wore a gray and black and blue outfit, and Brainy couldn’t help but think she was mourning him already, in that wardrobe choice. It looked too much like his own, but in a different palette, and with boots that went up over her knees. The cape was attached to large shoulderpads, giving her the appearance of someone in authority. She wore the Brainiac symbol like a crown, and just as she had when visiting Clark and Brainy at first, she displayed no emotions at all.

“I am quite surprised, my son…” she started. “That thus far, you have not, as you Earthlings would say, “welcomed me with open arms.””

“If you were really able to see the problem with you only coming back now…” Brainy answered, glaring at her despite his weakness. “Then it should not be a surprise to you. And it already should not, as surely your twelfth-level intelligence would allow you to figure it out?”

Fabala stared at him, in complete silence. Brainy, for his part, smiled up at her. This was a small victory, at least, but it was something to hold onto in the midst of the despair he was currently experiencing.

“Tell me, then, why you react so. I am your savior, Querl, and you act as though I am your executioner. What is it that causes you to reject me so strongly?”

“You abandoned me, Mother.” Querl said simply. “You went through the trouble of giving birth to me, and yet after only one day you decided I wasn’t worth keeping. You left me in the care of robots who don’t know the first thing about actual caretaking or humanoid emotions. I grew up an orphan, lonely, unloved and afraid. Our family’s reputation followed me wherever I went, and I thought Earth would be an escape- only to find that our ancestor is seen as even more of a villain there.”

“Is that all?” Fabala asked, looking bored.

“No.” he said. “I went to the bottled city of Kandor, made so by our ancestor as well. They call him “the Terror”, and they saw me the same. I accessed Brainiac 1.0’s information, and saved the city from its attackers, but I will never forget how they looked at me. Or how Superman looked at me, on that day. It was like I became Brainiac 1.0, in his eyes…”

Brainy felt himself starting to tear up at that, and had to stop speaking. Fabala only smirked at him, at the mention of the Kryptonian’s superhero name.

“Superman.” She said. “Is that what this is about?”

“What?”

“I am not naïve, Querl. Through your own mind, I have seen the simulations you have created, involving your fantasies.”

Brainy blushed dark green, thinking of one simulation in particular, though a part of him was bothered that she referred to Clark as “that”.

He didn’t want to believe she’d seen those fantasies for herself, but he also knew it was completely possible, if not the actual truth.

“Those were only created as a direct result of Superman’s departure from this century. I missed my friend, Fabala. Is that such a crime?”

“No. But I know more of your relationship to him than you have told me, though I am not certain about this one question: Do you love him?”

He couldn’t lie, and there was no way to speak his true feelings in any way other than the most obvious.

“Yes.” He said. “I do.”

He only hoped Clark was listening from outside, because that was most likely the first and only time he’d be able to hear him say it before he went to Colu.

Fabala circled him, looked down on him from all angles while he could only lie in his hospital bed in the middle of the room and glare at her.

“Good.” She said. “That is what I suspected. But I had to confirm it… and I find it highly ironic, Querl, that only now you care so much about family loyalty.” She said, suddenly changing the subject. “Given that you murdered one of our own.”

A chill went through Brainy, and his expression was now one of complete confusion.

“W-what?”

“You know what you did, Querl. And so did we. You were responsible for the permanent deletion of Brainiac 1.0 from the universe.”

Brainy sighed.

“That was an act of heroism, Mother.” He said. “He was going to destroy and remake the universe… and he nearly killed Superman. I had to take action.”

“When your action was committed, did you consider the consequences?” she asked. “You know the law, Querl. No Coluan must harm another.”

“But-“

“That does not matter. You will be judged, on our home planet, for what you have done.”

Brainy felt more chills, and uneasiness. He looked, with wide eyes, up at his mother.

“But… what about healing me?”

Fabala smiled, and he thought she was going to laugh at him.

“That was only to make sure you agreed to come home.”

Brainy sat up, anger in his voice as he looked her in the eyes.

“What?”

“We could have healed you, if we wanted to.” She said. “But you did not deserve such mercy. After all, you were infected by us in the first place when you tried to absorb the population of Colu for your own purposes. But first, you must be judged. Then we shall see about healing.”

She turned on her heel and left, and Brainy knew then that he hated her.

~

When Clark came in, Brainy was still shaking from what his mother said.

Brainy held his arms out to him, and Clark hugged him eagerly. He didn’t want to let go, but he did settle for only holding onto Clark, as the Kryptonian sat down next to him.

“Are you okay?” Clark asked, softly rubbing his hand. “I saw your mom leave. What did she say to you?”

“S-she did it.”

“What?”

Brainy could barely bring himself to say it. “She… is responsible for my condition. When I went to Colu-“

“I don’t remember you doing that.”

“It was after you… temporarily died.” Brainy said quickly. “While Brainiac 1.0 had control over my body, I went to my home planet, with the intention of taking the population as an army. They resisted, but before I overcame them… they tried to subdue me. And I suspect that was when I was infected.”

Clark’s eyes were wet with tears.

“I’m so sorry.” He said. “You don’t deserve this.”

“I do.” Brainy answered. “Clark, I… I killed. I am responsible for the permanent death of Brainiac 1.0… and in accordance with Coluan law, I must be judged.”

Clark stayed silent.

“I should have let you believe I was to be healed.” Brainy said, looking guiltily at the expression on Clark’s face. He knew he was to blame, for the despair Clark was feeling, and he couldn’t help but take some of that despair onto himself because of it.

“No… no, it’s fine.” He said. “Can we… stay in contact, while you’re being judged?”

“I am afraid I cannot.” Brainy answered. “Do not pity me, Clark. My judgment was inevitable. But I promise, I will see you soon.”

Clark laughed, slightly. “And I’m going to hold you to that promise.” He said. “You can count on that.”

“I know.” Brainy said.

Fabala appeared in his room again.

“Come, Querl.” She said, beckoning him to stand. “It’s time.”

Clark helped him to his feet, and held onto his arms before giving him a hug, then letting him go. Brainy smiled, gratefully, before Fabala offered her hand to him. He took it.

Fabala activated something on the belt of her suit, and the two entered a teleporter beam. For a split second, Clark saw Brainy’s normally stoic face turn terrified.

Then, he and his mother were gone, and Clark could do nothing but stare out the window again, looking down at Colu. Waiting for him to come back. Wishing, more than anything, that he knew what was happening to Brainy down there.

He tried talking with the other Legionnaires who’d come along, for some time, just to get his mind off of Brainy. But no matter who Clark talked to, the conversation always went back to the planet below, and their friend who was being judged in a way that Clark couldn’t possibly comprehend.

~

It was hours, before Brainy came back, but it felt like days. And when he did, it was in his mother’s arms, unconscious and barely breathing, and very naked.

Clark shivered, looking at his body. He remembered when Brainy sacrificed himself, and he held him in a similar position- except that time, his fears regarding Brainy’s death were quickly resolved when he came back to life right after he put in the backup disc.

Here, he remained…

Clark had to think of it as “asleep”, for now, if only to calm his mind.

He stepped forward to take a closer look at him, but Fabala, surprisingly, placed him into his arms.

Well, perhaps “placed” wasn’t the right word. It was like she was carrying a sack of potatoes instead of her own son, and now dumped it onto Clark, with little care on how it landed.

Clark bit his lower lip, gazing down at the unconscious person in his arms, before looking back up at Fabala.

“What… what have you done to him?”

“I did nothing, Kal-El.” She said. “That was the Collective. And he has been judged.”

“That didn’t answer my question, Ms. Dox.”

“Can you not see?” she asked. Clark placed Brainy down on the bed, and X-ray-visioned him, blinking as Fabala came back into focus.

“Oh.” He said. Inside Brainy’s body, he’d seen a heart, lungs, a digestive system… all looking exactly like those he’d seen in any other human he’d X-rayed before. He covered Brainy with a blanket, before looking back up at his friend’s mother.

Fabala nodded. “We gave him what he wanted. We made him organic. He’s one of you now.”

She bent over his bed, and took his hand in hers, running her hand up and down his arm as she spoke.

“Oh, poor Querl. Perhaps we should have killed you. It would have been far less cruel.”

She placed his hand over his new heart, and stood upright to speak to Clark again.

“He’s yours.” She said, tone almost congratulatory. “Take him, and go.”

Clark nodded, and she disappeared from the ship, along with, Clark presumed, the other Coluans who had joined them.

~

“Staring at me isn’t going to change anything.” Brainy said, when he woke up.

“I was expecting a ‘hello’.” Clark said. He was in his familiar spot, right by his bedside, and despite Brainy feeling so nauseous, still, he was at least grateful for that.
“Good morning, by the way. You really had a lot of us worried, back there.”

“Well, I’m not going to be your concern anymore.” Brainy answered. “I have no powers anymore, remember? That makes me ineligible for the Legion.”

Clark shook his head, just a tiny bit. “You still have your intelligence, don’t you?”

“What use is it, if I cannot apply it as I once did?” he asked. “If my body cannot keep up with my mind…”

He paused, and Clark felt his heart drop.

“Then there is no use in trying to use my skills to help them.”

Clark stared at Brainy, then, noticing something he hadn’t when his mother had brought him back.

“Your face… it wasn’t changed.”

Brainy still had the same hairstyle as he used to. His eyes were still purple, and though he no longer had the metal plates starting to cover his cheeks from his old uniform, the pattern of black and white circles in an inverted triangle still remained on his forehead.

“They did that on purpose.” He said. “To make sure I’d never forget what I was. And… what I lost.”

“Well, just… wait, okay? Take time, to decide what you want to do. In the meantime, let’s get you into something other than a hospital gown.”

~

“How does it feel?”

Brainy was in a real uniform, long sleeves and pants, purple and black fabric with a standard Legion belt and ring, despite his desire to take both off. Cut off all ties to the organization that he’d once belonged to, even though it had been instrumental in saving him from a lifetime of solitude and misanthropy.

“Are you comfortable? Nothing too tight?”

Brainy could see Clark, looking at him in the mirror’s reflection. He took the time to adjust some things, but once more, nothing made a significant change.

“It’s fine.” Brainy insisted. “I’m just… hungry.”

Clark’s eyes brightened. “Well, I can certainly help with that.” He said. “Come on. Let’s go, right now, and we can talk more over dinner.”

Brainy had almost forgotten, that he’d promised to go on a date with him after he got better.

But in this particular case, he was glad to be surprised.

Clark took his hand, even more gentle than while he was dying, and led him out of his room.

~

“You alright?”

“It’s nothing, just a headache.” Brainy said. “You know, sometimes, I still have memories of being one with the Collective. I was afraid of losing myself, in the hive mind, but… for a moment, that felt good. I felt as though I was home, and there was nothing to be scared of… and then it was all snatched away from me. My connection to them was cut off, and now I have nothing left.”

“You have me. And the Legion.”

Brainy didn’t respond to that.

“Let’s… let’s just go back to the headquarters.”

“Alright.”

~

He was in his room again, after everything.

It felt like years since he’d been in that room, even though when he thought he was dying he stayed there for weeks without once leaving.

And, just like during that time, Clark was there. Only this time, his presence was more hesitant, even keeping him at arm’s length.

“Hey, Brainy?”

“I told you to call me Querl now. I’m hardly a Brainiac anymore.” Querl said, automatically.

Clark’s face fell, but he soon regained his usual positivity, voice lighter as he softly placed a hand on his shoulder to get his attention. “Alright then- Querl.”

Querl’s smile told him he approved, and Clark moved ahead, fidgeting with his cape and looking downward as he spoke.

“Um, before I leave again…I want you to know that I heard what you said, before- when you were talking to your mom.”

“And?”

Clark lowered himself, slightly, to Querl’s eye level. “I love you too. More than- more than most people.”

“That is… well. I don’t- Truly an honor. Thank you.” Querl answered, smile becoming bigger as he looked into Clark’s blue eyes. He nearly rejected his declaration outright, but Clark’s sincerity made him keep that permanently out of the question.

“Also…”

“Also wha-“

He didn’t even get to finish his sentence, before Clark kissed him. Right on the lips, no hesitation whatsoever, holding his face ever so gently like he’d imagined and constructed in simulations…

It was perfect. A true kiss, from the person Brainy knew was his true love, even though he knew with certainty that he wasn’t Clark’s.

Almost too perfect to be real, just like Clark himself at first.

~
What wasn’t perfect was the knowledge that it would be his last goodbye, and soon after Clark would be in the Time Bubble, headed back to his own century full of people he loved just as much, if not even more than Querl himself.

After that, Querl found himself tired, and decided to go to bed, something his friends would’ve had to remind him about before.

He dressed himself in pajamas, before turning off the lights and laying down. He rolled over to the side, staring out the window of his room as he began to drift off to sleep.

Or, at least, tried. The pajamas itched, and felt constrictive against his new skin, but he was sleepy enough to ignore it for the time being. He closed his eyes, and let out a small yawn, face resting against the pillow.

Querl’s last waking thoughts, before he heard the crash and was jolted awake again, were questioning why there was a bright green light shining in from outside his window, and why it appeared to be getting closer.

Why, for some reason, it was calling his name.