The Return of Brainiac

By Jon B. Knutson (

Summary: Milton Fine, the possessed mentalist, returns, and uses his mind control powers to try to force Superman to kill his friends, Jimmy and Perry.

DO NOT READ Any Further Unless You've Already Read "The Amazing Brainiac!"


Janet Fine had grown to dread her daily visits to Metropolis General Hospital.

Janet, an attractive blonde woman in her mid to late twenties, walked through the sterile white corridors of the hospital, not even thinking as she entered the elevator, pressed the button for the fifth floor, walked out of it, turned left, walked down 15 feet, made a right, and walked down 13 yards to the check-in desk at the psychiatric ward. She had walked the route so many times in the last several months that she felt she could be blindfolded and could still walk the route without error.

Up until three months ago, her life was on a steady climb. She and her husband, Milton Fine, better known by his stage name of "The Amazing Brainiac," had been performing at better and better clubs. Milton was the star of the show, of course, demonstrating his psychic talents for the enjoyment of audiences who were having to pay a higher and higher ticket price as Milton's fame grew.

It was just over three months ago that Milton began to develop problems. It began with nightmares that made it difficult for Milton to go to sleep at night, and was compounded when he began to develop headaches that were more and more severe. Finally, while performing in Los Angeles, Janet finally talked Milton into seeing a specialist, who could find no organic cause for these headaches, and insisted that if Milton would get a decent night's sleep, the headaches would go away. At least he'd provided a prescription for pain relievers that promised to relieve the headaches if they prevented him from sleeping, but unfortunately, the headaches persisted, and Milton began to drink, and drink heavily.

At first, Janet let it go … it had seemed that if Milton had a drink every now and then, he was able to go on stage and perform. However, as his drinking got worse and worse, it began to affect his performances adversely.

When that occurred, Janet would take all liquor away from Milton she could find … but she couldn't always find it. Things got worse when Milton finally confided with Janet as to what his nightmares (which had never stopped) were about. He had insisted that what he had originally thought were nightmares was his mind reaching out into space, where he contacted a disembodied alien mind which called itself Vril Dox of Colu, who had achieved his state through a teleportation device mishap. Janet had dismissed it, thinking that Milton had seen too many science fiction movies.

But then, just under three months ago, it happened: Milton's powers were suddenly increased tenfold, and he seemed to go insane, claiming that Vril Dox had taken over his mind, and went on a rampage with his increased powers, using mind control on innocent bystanders and attacking Superman with telekinesis.

The rampage ended in disaster. With Janet's help, Superman was able to subdue Milton, but it appeared that Milton's mind had all but shut off. Since then, Milton had been confined to a padded room for his own protection, only leaving it under sedation. Most of his waking hours were spent huddled in a corner, occasionally muttering something under his breath, but then there were times he would become irrational, trying to convince anyone that would listen that Vril Dox was still in control.

Janet had found herself thankful that she had insisted that they kept up payments on their medical insurance, even once they'd begun to earn enough money to save … but before too long, their medical coverage had been used up, and Janet found herself having to make payments out of their savings … which had become stretched thin by this stage.

Janet signed in at the desk; she hadn't had to show identification since the end of her first week's worth of visits. "There's someone here who wants to talk to you," she was informed by the intern manning the desk. "A Dr. Klyburn."

"Klyburn?" Janet asked. "I don't know any Dr. Klyburn. I've only been dealing with Dr. Ames so far."

"Dr. Klyburn's waiting for you in Doc Ames' office," the intern, a young woman who reminded Janet of herself eight years ago, said.

As Janet walked to Dr. Ames' office, she thought about what else had changed in the three months since her husband's attack. Certainly, there were more lines in her face than three months ago … and many sleepless nights had made permanent bags under her eyes. Loss of appetite had made her look gaunt and thin, even thinner than before. She had been counseled on dealing with the tragedy that had befallen her husband, but that hadn't seemed to help her deal with it.

Dr. Ames' door was open, and Janet knocked before coming in.

Dr. Tyrone Ames was a pleasant-looking black man whose head had been fighting a losing war with hair loss. To make up for it, he had grown a full beard and mustache, which, coupled with his glasses, provided the impression he'd wanted of authority and intelligence. Dr. Ames was sitting at his desk, speaking with a woman whom Janet guessed was Dr. Klyburn.

"Oh, Janet! I'm glad you're here," Dr. Ames greeted, standing up. Gesturing towards the woman in his office, he said, "Let me introduce you to Dr. Jenet Klyburn from S.T.A.R. Labs, whom I've called in to help with your husband's case."

Janet took Dr. Klyburn's hand limply. "Nice to meet you, Dr. Klyburn," Janet said.

Dr. Klyburn looked at Janet with sympathetic eyes. Dr. Klyburn was ten years Janet's senior, but Janet's inability to deal with her husband's condition made it appear that Dr. Klyburn was younger than Janet was. Dr. Klyburn was a tall woman, whose long red hair was pinned back behind her. Her green eyes peered at Janet through round-lensed glasses.

For her part, Janet looked at Dr. Klyburn expectantly. "Have you come up with a cure for my husband's condition?" Janet asked.

Dr. Klyburn forced herself to meet Janet's eyes. "I'm sorry, Mrs. Fine, but at this time, I'm not sure what can be done … Dr. Ames has tried all conventional treatments without success. We have some experimental techniques being developed at S.T.A.R., but I don't want to give you false hope."

Janet's eyes began to fill with tears. "No," she said in a quiet voice. Then, she screamed it, running out of Dr. Ames' office, running for her husband's room. Dr. Ames and Dr. Klyburn followed her as quickly as they could, but Janet was able to reach the door of Milton Fine's room before they could. She pounded her fists on the door, looking through the small reinforced glass window set into it, tears streaming down her face. "Milton!" she screamed again and again, her screams becoming softer and softer, eventually becoming whispers as Drs. Ames and Klyburn gently pulled her away.

Inside Milton's cell, almost as though he had heard his wife's cries, Milton suddenly stiffened.

*No … not again … I won't let you take over again!* Milton thought.

*You have no choice, Milton Fine* a voice inside his head answered.

Milton staggered, slamming his body against the padded wall, trying to fight the possession as best he could. Then, just as suddenly, he stood erect. Milton's eyes were no longer looked crazed, but were focused with the cold light of reason.

*You can no longer fight me, Milton Fine* the voice said again as Milton Fine retreated to a dim corner of his brain.

The slightest bit of concentration unbuckled the straps of the straitjacket restraining Milton Fine's body, and the straitjacket slid to the floor. *I have overcome you again, Milton Fine … you are no longer in command here, but I, Vril Dox!*

Dox strode purposely towards the door. A mere gesture caused the door's luck to become undone, and Dox walked out the door.

As the door slammed against the wall, Dr. Ames, Dr. Klyburn and Janet turned and stared in disbelief. Dr. Ames stood up and began approaching Dox, but then he, as did Dr. Klyburn and Janet, suddenly stiffened as though they were zombies, awaiting Dox's command.

*You are now mine*


Jimmy Olsen rushed into the City Room of the Daily Planet, knowing he was late returning from his lunch break. He had met a friend of his for lunch, and while riding his motorcycle back to the Planet, he had developed engine problems, forcing him to push it to the nearest service station, where he had to leave the motorcycle and run the rest of the way back to the Planet.

His hair had been blown askew during his run, and the sweat from his exertion had matted it on his forehead. He was still breathing hard as he exited the elevator, one hand unconsciously pushing his hair away from his face.

Lois Lane and Clark Kent were working on separate stories on their computer terminals when Jimmy entered. "Jimmy!" Clark said, seeing the young Planet staffer tired from his run.

Clark helped Jimmy to a chair that Lois provided. "Huff — I thought I was in better shape than this — puff — and I'm still late!" Jimmy finally got out.

"Just take it easy for a few minutes, Jimmy," Lois suggested, "You're acting as though you've just finished running the Metropolis Marathon!"

Several minutes later, Jimmy was recovered enough to talk normally, and had explained to Lois and Clark why he had run back from lunch. "Why didn't you just take a cab?" Clark asked.

Jimmy looked sheepish. "Because I'd spent all my available cash on lunch, and didn't have time to hit the cash machine."

"Okay, then why didn't you just call in to say why you were going to be late?" Lois asked.

"Because I have a tip on a story … something that I didn't think could wait, and I wanted to tell you about it in person."

Clark smiled. He knew that Jimmy was trying to get out of the photo lab and into the news room as a reporter, and subsequently, he'd been coming into the newsroom with story ideas at least once a week. Clark felt that if Jimmy kept it up long enough, he'd get his chance.

Lois simply rolled her eyes. "Okay, Jimmy … what's the tip?" she asked, knowing she wasn't going to be able to get away without hearing it.

"Well, you remember my buddy Joe Siegel, who works at S.T.A.R. Labs?" Jimmy asked.

"Isn't he the guy who provided you with that hypersonic signaler?" Clark wondered.

"That's him," Jimmy confirmed. "I'd met him for lunch today because he wanted to let me know about a few things going on at S.T.A.R. that they haven't released to the media yet."

"Such as?" Lois wasn't quite convinced that Jimmy's news would be of any importance, and her voice betrayed that to Clark and Jimmy.

"Well, for starters, Brainiac's been transferred over there from Metro General," Jimmy said, pleased with himself.

"Brainiac?!?" Clark said, not entirely sure if he wanted to hear any more.

"Yeah, Brainiac. And according to Joe, he's begun to recover very quickly."

Clark was understandably worried about this bit of news. In spite of everything that had been theorized during Milton Fine's treatment, Clark had begun to wonder if there was something about Milton's Vril Dox story after all. If Milton managed to recover, it seemed likely that he could become an even bigger threat than before.

Lois thought this over for a few moments herself. "Brainiac's being treated at S.T.A.R., eh? There just may be a story in that after all."

Clark frowned. "I don't know, Lois … perhaps we should leave the guy alone … besides, S.T.A.R. hasn't been very happy with the coverage we've provided them in the last few weeks."

"Yeah, Joe mentioned that," Jimmy said. "Maybe we should wait a while … if anybody went there asking about Brainiac, and someone figures out Joe and I are friends, it might cost him his job."

"There's an easy way around that," Lois explained. "If S.T.A.R.'s not happy with the coverage they've been getting, all we have to do is say we're there to cover their latest developments!"

"Well, that's fine, Lois, so long as we do cover more than just Milton Fine's treatments," Clark said, giving in (and knowing Lois wasn't going to let this story go now that she had a hold on it).

"Sure, Clark, whatever you say," Lois said, getting up from her desk and grabbing her purse. As she and Clark started for the elevator, they were stopped by Perry White.

"And where do you think you're going?" the gruff city editor asked.

"S.T.A.R. Labs," Lois supplied.

Perry pointed at Lois and Clark's individual desks. "You two aren't going anywhere until you finish your stories for the next edition … which are more time-intensive than anything that's happening at S.T.A.R., I'd bet."

Perry was one of the few people Clark knew who could tell Lois what to do and expect her to do it … and this time was no exception. With a slight pout, Lois put her purse down and returned to her terminal.


S.T.A.R. Labs Metropolis was no longer under the direct control of its board … shortly after Vril Dox had been brought there by Dr. Klyburn, he had slowly but surely taken control of the minds of key personnel.

Given the number of employees at S.T.A.R., however, even Brainiac could not take possession of all the minds there … at least, not yet … and those not being controlled were, for the most part, unaware that anything was out of the ordinary.

All employees in the Psi Powers Division were under Brainiac's direct control, and their efforts were directed to one task.

As the technicians worked steadily away at Brainiac's whim, he levitated above them. Brainiac had undergone some changes, physical changes, since leaving Metropolis General … his hair, which was once a dark brown, had begun to lighten, and in spots the hair had turned blond. His flesh had begun to acquire a greenish tint, which added to his otherworldly presence.

Dr. Klyburn, who was being held in restraints at one end of the Psi Powers Division lab, looked at Brainiac scornfully. "You won't get away with this, Milton!"

Brainiac slowly turned in the air towards Dr. Klyburn. "Milton is not here any more … you may call me Vril Dox … or perhaps Brainiac; that name suits me."

"Brainiac, whatever … sooner or later, Superman will discover that you're here, and that'll be the end of this!" Klyburn said with fire in her eyes.

"Dr. Klyburn, the only reason I have not continued maintaining control of your mind was that you seemed to be the most intelligent among your fellow humans, and would thus provide me with at least a modicum of interesting conversation … do not make me regret that decision."

So, even he needs someone to talk to, Klyburn thought. I may be able to make use of that.

"You have forgotten too easily that your thoughts are as audible to me as your speech, Dr. Klyburn," Brainiac said. "Enjoy the opportunity to think what you like … it may not last much longer."

"You don't fool me … you need me for more than conversation, I'd bet … it's the unconscious knowledge that I may be endangered that's keeping my staff working towards your goals."

Brainiac laughed, a chilling laugh that made Klyburn shiver. "Such imagination! You actually believe that? At least you may prove amusing."

Brainiac turned back to the S.T.A.R. staff working away. "Soon, Dr. Klyburn, very soon, I will no longer have to hide. Work proceeds apace on the neural web."

"Neural web?" Dr. Klyburn asked. "You're preparing some kind of safeguard to prevent Milton Fine's mind from shutting down on you again?"

"You may be even more intelligent than I gave you credit for," Brainiac admitted. "While it has taken longer than I hoped due to the primitive technology of your world, I anticipate completion of the neural web soon … and once it has been embedded into this primitive brain, I will be able to take my vengeance on Superman!"

Dr. Klyburn spat. "You realize you sound like a villain in a James Bond movie, telling me your plans?" *** Lois slammed the phone down forcefully, startling Clark.

"Something wrong, Lois?" Clark asked hesitantly.

Frowning, Lois said, "Yes, Clark, there is something wrong. As if it wasn't bad enough that Perry wouldn't give us the go-ahead to do the story on S.T.A.R. the other day, now that we've finally got clearance from the chief, S.T.A.R. is refusing any access by the media!"

"That's unusual," Clark noted.

"Unusual my foot — it's damned peculiar. They wouldn't even come up with even the most pathetic excuse to bar us from the premises … they'd only say, 'We're very sorry, Miss Lane, but we are not allowing any access to the mass media at this time.' " Lois used a sing-song voice while quoting the person she talked to at S.T.A.R.

"Sounds like they've got something to hide," Clark suggested.

Lois had that look in her eyes — the one that Clark recognized as meaning "No matter what, I'm going to get this story if it kills me." Several times in the past, it nearly did.

"Fine … if S.T.A.R. won't talk to us, we have other ways to find out what we need to know," Lois said, determined.

"Such as?" Clark asked, knowing what she was going to say, but knowing Lois would feel better saying it herself.

"Janet Fine, for starters … we can go talk to her. In the meantime, there's option number two," Lois stated. "Jimmy!" she called across the newsroom where Jimmy was talking to a pretty young female Planet employee.

Jimmy looked Lois' way, and saw her waving him over. Turning back to the young woman he was talking to, he asked, "Can I get back to you later? Duty calls."

After the woman nodded her assent, Jimmy tore himself away from her and reluctantly walked towards Lois and Clark.

"Jimmy, we need your help on a story," Lois said.

Jimmy immediately brightened. "My help?"

"Yeah … S.T.A.R. is stonewalling us, and we need some more information … do you think you can meet your buddy Joe and get something out of him?"

Jimmy looked pained. "Well, I'd like to, Lois, but we've got a deal … Joe feeds me info, and I buy lunch — and I'm tapped out until payday Friday."

Lois rolled her eyes. "Oh, is that all?" She quickly dipped a hand into her purse, pulling out her wallet. As she opened it, Clark was amused to see that Lois still had the Superman picture in it. Lois handed Jimmy a twenty dollar bill, saying, "Two conditions: I want the change back, and give me the receipt, so I can get reimbursed."

Jimmy's jaw dropped. "Reimbursed?"

Clark looked sympathetic. "Jimmy, you did know you can get reimbursed for expenses relating to work?"

"Well, yeah, I knew that … I've been reimbursed for film and cab fare … but I didn't realize I could get reimbursed for lunches, too!"

Lois patted Jimmy on his hand. "Well, now you know, Jimmy — live and learn!"

Jimmy walked away, mentally calculating how many lunches he'd bought without realizing he could've been reimbursed for … and stopped calculating when the dollar amount added up to the cost of a stereo he'd been looking at for the past few weeks.

"Poor Jimmy," Clark said.

"Poor Jimmy? He's been here longer than you have, Clark … I thought he already knew about the Planet's policy," Lois said. Suddenly changing her expression, she said, "But I can see your point … maybe we can take Jimmy out to lunch a couple of times to help him get over it?"

"I think right now he'd be happy to keep the change from this lunch meeting," Clark mused.


The last known address Lois and Clark had for Janet Fine was the Hotel Metropolis. Arriving there in Lois' jeep, they proceeded directly to what had been Janet's room, only to discover she was no longer staying there.

"Well, this is great," Lois complained. "Now what?"

"Maybe she left a forwarding address at the front desk?" Clark suggested.

Checking at the front desk left them with the discovery Janet had checked into the Metro Motel nearly two months ago. Since then, Janet had checked into cheaper and cheaper motels and hotels, finally ending up at the Oasis, a low-rent hotel on the edge of Suicide Slum.

"This place is a dump," Lois noted as the proceeded to Janet's room, stepping carefully over debris and unidentifiable matter (or at least, matter Lois didn't care to identify). "I guess her funds must've been running very low."

"It's got to be a come-down for her to stay here," Clark opined. "Last time we spoke to her, she seemed somewhat obsessed with the good life."

"Obviously, Clark, you don't know the first thing about women … Janet loves Milton, and she's willing to make whatever sacrifice is necessary for him. If that means living — ugh — here, than that's what she'll do, apparently."

They had reached the door of Janet's room. Clark knocked, and after a few moments, Janet answered, opening the door wide.

"May I help you," Janet said in a flat tone.

"Mrs. Fine, we met several months ago … I'm Clark Kent, and this is Lois Lane," Clark responded.

"That's right. Won't you come in."

As Lois and Clark entered the room, Lois said, "I'm surprised you opened the door so readily … in this part of town, it's always a good idea to check who's on the other side first."

"Thank you for your concern," Janet said, continuing her flat tone.

"You're welcome, Mrs. Fine. We wanted to ask you a few questions about your husband, Milton — we understand that he's undergoing treatment at S.T.A.R. Labs?" Lois asked.

"That is true … he is doing fine."

"When was the last time you saw him?" Clark asked.

"I saw him last week … he was doing fine."

"What kind of treatment is he undergoing?" Lois pressed.

"It is very difficult to understand … but Milton is doing … "

" … fine," Lois supplied before Janet could finish. "Can't you tell us anything more than that Milton is doing fine?" Lois asked, losing her patience.

"Milton is doing fine."

Lois was at the point of exploding, and Clark could see it. Taking Lois' arm, he began to escort her out of Janet's room. "Come on, Lois," he said, "obviously, Mrs. Fine isn't able to tell us any more."

"Obviously," Lois said, agreeing with Clark. As they walked to her Jeep, Lois said, "She talks like she's completely out of it."

"Drugs, maybe?" Clark suggested, although he had strong suspicions otherwise.

"Maybe … maybe she's been drinking … or maybe she's just so emotionally exhausted she can't think straight any more. There is a limit to how much someone can take before they lose it, you know."


Jimmy met his friend Joe Siegel at a local steak and seafood restaurant amusingly named "The Surf 'N Turf," which had a two for one lunch special every Thursday. After they ordered, Joe said, "I heard your friends got stonewalled by our guys."

"Yeah … but they were hoping you could tell me something about what's going on at S.T.A.R.," Jimmy responded.

Joe leaned in over the table and spoke in conspiratorial tones. "There's definitely something strange going on. Nobody's talking about what's going on with Brainiac's treatments, and usually the rumor mill runs full steam ahead, especially about experimental stuff … but there's been nothing at all. And here's the strangest part of all: The Psi Powers wing has had the access changed, so that only certain S.T.A.R. personnel are granted admittance."

"And I take it junior techs aren't among them?"

"You bet … heck, even though I usually get treated as nothing more than a gopher, I was hoping to get transferred to Psi Powers, but now it's only the top techs and neural specialists allowed in there … and nobody's even seen Doc Klyburn in almost a week!"

"That's weird … do you have any idea what's going on in there?"

"I could make a guess, I suppose … "


At S.T.A.R. Labs' Psi Powers division, construction of the neural web continued. Dr. Klyburn had fallen asleep in her restraints due to exhaustion and lack of food, leaving Brainiac free to oversee the construction, although he occasionally sent psychic feelers out to S.T.A.R. personnel who were not under his direct control.

It was at that time that Brainiac mentally tapped into Joe Siegel's mind and concentrated.


"So go ahead, make a guess … that's better than nothing at this stage," Jimmy prodded.

Joe seemed to stiffen. "Forget it … there's nothing strange after all … it must have been my imagination … just standard operating procedure for experimental projects, that's all."

"Are you sure, Joe? Just a second ago, you were positive there was something weird going on there."

"I was wrong … everything is fine, nothing to worry about."


Jimmy arrived back at the Planet with a glum expression on his face. As he entered the newsroom, he overheard Lois and Clark.

"I still don't get it … why did she insist everything was fine, when she hadn't even seen him in a week?" Lois asked.

"I'm sure I don't know," Clark said. "Maybe everything is fine."

"Fine, fine, I'm getting sick of the word fine! Even Milton's last name is Fine!" Lois said, exasperated.

"That's funny," Jimmy said, approaching them, "Joe was just telling me that everything at S.T.A.R. is fine, too."

"Really?" Lois asked, looking at Clark. "Did he act peculiar?"

"Well, he was okay for a bit … but when we started talking about what was going on there, he suddenly changed his story from people acting strangely to everything being fine! He even recanted his story about nobody seeing Dr. Klyburn for nearly a week!"

"Almost like someone changed his mind for him?" Lois pressed.

"Yeah … like it wasn't Joe anymore … he did act kind of like a puppet all of a sudden."

"All right, there's definitely something strange happening at S.T.A.R.," Lois decided. "So how do we prove it, and if it involves Brainiac, how do we get it stopped?"

Clark looked at Lois strangely. She was asking him for ideas on how to proceed? "Jimmy, stay put at the Planet."

"Sure … where are you two going then?" Jimmy asked.

"While Lois gets in touch with Inspector Henderson … " Clark started.

"Wrong answer, Clark — Henderson's out of town this week," Lois pointed out. "Staci LeBlanc's covering his duties while he's out … come to think of it, Henderson's been spending a lot of time outside of Metropolis lately."

"I doubt it's connected, Lois," Clark assured. "Anyway, you should tell LeBlanc everything we've uncovered so far … as little as that is … and maybe she can arrange for a search warrant."

"And I suppose you'll be contacting Superman?" Lois asked, eyebrows arched. "I wish I knew how it is you're the only one who seems to know how to get in touch with him … what is it, you know his phone number or something?"

Clark smiled enigmatically. "Something like that … and I don't think we really have time to argue the point, anyway."

Lois simply said, "Point taken."

Clark was surprised again. Lois conceding that easily? It wasn't like her … but then, she did have a habit of surprising Clark just when he'd decided he had figured Lois out.


*Awake, Dr. Klyburn … I desire a witness*

Dr. Jenet Klyburn opened her eyes and for a moment, weakly struggled against her bonds. Her wrists and ankles were severely chafed, and the pain helped wake her up faster. Several days of imprisonment with no food and inadequate rest made her look even more haggard than Janet Fine had looked the last time she saw her.

"You are about to witness the culmination of my efforts, Dr. Klyburn," Brainiac said, walking over to her and raising her head with his hand.

As Dr. Klyburn became more aware of her surroundings, she noticed that Brainiac's skin was definitely more green than flesh-toned. Looking at Brainiac's head revealed that his facial hair had turned completely blond, almost golden in hue. His head had been shaved completely bald, as well … or else the hair had fallen out; Dr. Klyburn had no way of knowing for certain.

"The neural web is complete," Brainiac informed, releasing her head. Turning, one of the mentally-enslaved S.T.A.R. technicians presented him with the neural web, which resembled six coin-sized red discs connected by tiny microfilament wires that Dr. Klyburn recognized in a dim corner of her mind as being their experimental artificial nerve ganglia.

Brainiac took the neural web and placed it upon his head, distributing the discs evenly. As Dr. Klyburn watched, eyes widening, the web was activated, and the discs and wires seemed to fuse to Brainiac's flesh.

Brainiac seemed to grow larger before Dr. Klyburn's eyes, but that was an illusion. Brainiac levitated himself high above the S.T.A.R. employees, who were released from his mental control. They seemed to awaken as from a long sleep, shaking their heads. Brainiac looked down at Dr. Klyburn, and her bonds simply fell apart as though they were soggy tissue paper.

"My powers are now greater than before," Brainiac announced, his voice reverberating in the laboratory. "Complex tasks are much simpler than before." He glanced down at his clothing, which was composed of a purple S.T.A.R. jumpsuit and white books. "This raiment is no longer satisfactory … it should be within my abilities to alter this material on a molecular level."

Before the startled eyes of Dr. Klyburn and the other technicians, Brainiac's clothing seemed to shift and change, becoming a tight-fitting black bodysuit. Brainiac dropped down to the floor slowly as he accomplished this. "Apparently, this level of telekinesis requires a greater use of my abilities than desirable," he mused to himself. "No matter. It is time that I leave to gain my revenge against Superman." He looked briefly around the room. "None of you will recall what you have seen here."

Brainiac boldly walked out of the laboratory and out of S.T.A.R. Labs, erasing the memory of his presence from the minds of all he passed, effectively rendering himself invisible.


After waiting several minutes on hold, Lois finally got through to Staci LeBlanc on her cellular phone as she drove to police headquarters.

"Miss Lane, I hope this is important," LeBlanc said.

"Believe me, it is … you remember Brainiac, don't you?"

"How could I forget? What about Brainiac?"

"There is sufficient reason to believe that he's taken control of S.T.A.R. Labs … nobody from the media is being admitted to research stories, Dr. Klyburn hasn't been seen in several days … I could go on … "

"That doesn't sound like much to worry about … but I'll tell you what, I'll call S.T.A.R. myself and see what they have to say."

"And if they stonewall you?"

"Then I'll get a search warrant."


When Superman landed in front of the S.T.A.R. building and walked in, there was a great commotion. At the security desk, a guard in his mid-30's stopped him, asking, "Where do you think you're going?"

"Wherever Brainiac is being kept," Superman stated.

"I'm sorry, but you're not getting any further without some proof of your identity … anybody can wear a Superman costume, you know."

Superman wasn't paying attention to the guard, instead scanning the entire building with his X-Ray Vision, but not spotting Brainiac. He did, however, spot Dr. Klyburn being given first aid treatment in the Psi Powers wing.

Superman ran in the direction of the Psi Powers wing at such an incredible speed he was just a blur.

The security guard saw this, and said, "Well, I guess that's proof enough for me."

Superman entered the Psi Powers lab and demanded, "Where is Brainiac?"

Dr. Klyburn looked up at Superman weakly from where she was laying on the floor. "Brainiac? That's right … I went to Metro General about Milton Fine's condition."

Superman looked over Dr. Klyburn. "What happened to you?" he asked, kneeling beside her.

"I don't know … the last thing I remember is talking to Janet Fine at Metro General … and now I'm here."

"From the looks of things, you've been tied up for several days … and you're almost completely dehydrated."

The Psi Powers lab was paged by the security desk. "Did someone there call for paramedics?"

One of the technicians yelled, "Damn right we did … send them through!"

"Dr. Klyburn, can you remember anything that happened in here?" Superman asked.

"No … nothing. It's all a blank."

Superman looked around. "What about the rest of you?"

The technician who responded to the page said, "I don't know for sure, but it looks like there was some kind of project being worked on … I haven't really examined it in detail."

"Why don't you do that now?" Superman asked as the paramedics entered the Psi Powers lab, accompanied by a security guard.

"What the hell happened here?" the security guard asked as the paramedics examined Dr. Klyburn.

"I'm hoping you can tell me," Superman said. "There are security cameras hidden in the lab here … where are the tapes stored?"

"The tapes? I don't know if I can show you those," the guard said.

Dr. Klyburn heard this and said, "Go ahead … I'll grant Superman full clearance."

"If you say so, Dr. Klyburn … this way, Superman."

The guard led Superman to the main security office, where video tapes were organized in a library accessible by computer. Fortunately, S.T.A.R.'s security tape system was organized in such a way that four weeks' worth of security camera tapes were kept on file automatically.

After being given a briefing on how to use the reviewing controls, Superman scanned the tapes at high speed, learning quickly what Brainiac had accomplished.

Superman rushed back to the Psi Powers division, where he met up with the technician who was looking over the evidence left in the lab. Superman noticed that the technician's name badge read "Wayne Swan." "Excuse me, Dr. Swan?" Superman asked.

"Yes, Superman?" Dr. Swan responded. Dr. Swan was a relatively short man in his mid-fifties who had a slight paunch. Twinkling gray eyes looked out through his black horn-rimmed glasses, and his black hair was bordered around his ears by gray.

"Apparently, Brainiac had you and your people creating some kind of neural web to increase his psychic powers … does that match up with what you've had a chance to look at?"

"That explains a lot … particularly the scraps of artificial nerve ganglia I spotted."

"Would it be possible to create some kind of jamming device to deactivate the neural web?"

Dr. Swan thought this over for a few minutes. "It's possible … I'll have to get my people to examine the security tape to match up with the bits and pieces laying around the lab here."

"Then I suggest you get to work on it … in the meantime, I'll search for Brainiac — although I suspect he's also searching for me."

"We'll work as fast as we can, Superman," Dr. Swan said as Superman ran at super-speed towards the exit.

Outside of S.T.A.R., Superman noticed both Lois' silver Jeep and LeBlanc's police cruiser pulling up.

Lois literally jumped out of her Jeep, crying out, "Superman! So Clark was able to reach you?"

"Yes, he did, Lois … but I don't really have time to talk right now … Brainiac is loose, and more powerful than last time, if what I suspect is correct."

LeBlanc got out of her cruiser in time to hear the last bit. "Brainiac is out again?" she asked.

Lois gave LeBlanc a smug look. "What did I tell you? See, you should listen to me without going through a while spitting match."

LeBlanc admitted, "So you were right … this time."

Lois' eyebrows arched. "This time?!? Why, I — "

Lois was stopped short when she saw Superman suddenly stagger, then stand stiffly erect. "What's wrong, Superman?" she asked.

Superman didn't even look at her. "I must go," he said, flying away.

"Of all the nerve!" Lois said, fists on her hips as Superman flew off. "You'd think I was nobody to him!"

"Oh, that's right … you're Superman's girlfriend, aren't you?" LeBlanc asked. "At least, that's the rumor at police headquarters."

Lois fixed LeBlanc with a stare. "Why is everybody saying that?"


*Come to me* Brainiac commanded as Superman flew to an abandoned warehouse near Hob's Bay.

Superman landed in front of the building, and entered it, his movements erratic and mechanical as though he were an automaton. He was fighting Brainiac's mental commands, but not too hard, as he was curious to know what Brainiac's plan was … plus, he wanted to guard his own thoughts.

Brainiac in his revised attire stood in the middle of the warehouse. "I apologize for the condition of my new quarters," he said, waving a hand theatrically to indicate the warehouse, which was dirty and empty, but for the dust and an occasional crate here and there. "But then, one has to start somewhere, doesn't one?"

"Whatever … you're … trying … to … accomplish … it won't … succeed," Superman said with great effort.

"Your will is strong, I will admit, but you will not be able to do more than speak … unless I will it. With my latest … enhancements, you will not be able to break free of my mental enthrallment."


At S.T.A.R. Labs, the Psi Powers Division scientists were carefully studying the security tapes while making preparations for a jamming device. As the work on the tape was interpreted, theories to what was being accomplished were shouted out, and the jammer was altered accordingly. Lois and LeBlanc sat in chairs at one end of the lab, Lois hoping for additional information for her story, and LeBlanc standing by so that when the device was complete, she could bring it to where it was needed in her police cruiser.

The work was interrupted after an hour's work by a telephone call. One of the newer staff members answered the phone, then called out to Dr. Swan. "Dr. Swan! Janet Fine's on the phone … she wanted to talk to Doc Klyburn, but since she's not here … "

Swearing under his breath, Dr. Swan took the phone. "Mrs. Fine? This is Dr. Swan … Dr. Klyburn's not available right now."

"What's happened to Milton? The last thing I remembered, he was being treated at Metropolis General, but that was weeks ago! When I called them, they said he was at S.T.A.R. under Dr. Klyburn's care! Just an hour or so ago, I suddenly found myself in a dump of a hotel room, but I thought I was at Metro General!" It was obvious from her tone that Janet was perilously close to panicking.

"Mrs. Fine, I'm afraid the Vril Dox, or Brainiac as he's calling himself now, side of his personality has become dominant … we're taking every step to try to subdue that side of his personality and return him to normal."

"Oh, god … where is he?"

"We're trying to find that out, as well … I'm afraid I have to return to my work now, Mrs. Fine … we'll contact you as soon as we have some news for you." With that, Dr. Swan hung up the phone. "I hated to do that to her," he said.

Dr. Swan returned to work on the jammer, greeted with the news that several of the technicians were beginning to remember what they'd done, and that work would proceed much faster.

"Looks like Brainiac's not using his powers on anybody right now," Lois mused. "Janet Fine was one of the people he'd been controlling."

"Maybe he's concentrating his full power on something else," LeBlanc offered.

Lois' eyes widened. "Superman! He's got to be using his powers on Superman!" Lois shouted, getting to her feet. "That explains why he started acting so strange before he flew off … Brainiac's taken control of him!"

LeBlanc didn't react to this well. "If Brainiac's got Superman under his command … Metropolis could be laid waste in no time at all … Dr. Swan, can't you work any faster?" she demanded.

"We're working as fast as we can … it'll be at least another hour before we have something workable … I hope."


Jimmy Olsen and Perry White were walking out of the Daily Planet building, heading for an early dinner at a nearby restaurant, when Superman landed in front of the building.

"Superman!" Jimmy and Perry said simultaneously.

"To what do we owe the pleasure of this visit?" Perry asked.

As if in answer, Brainiac floated down from the sky to land behind Superman. "The pleasure is all mine," Brainiac said, an evil smile twisting his features.

With that, Superman turned his head jerkily towards the large wrought-iron globe mounted over the Planet's main entrance. Focusing his heat vision on the support struts, the globe broke free, landing on the street.

Jimmy and Perry were just able to dodge the globe, although doing so left them laying on the sidewalk.

Brainiac laughed evily. "This will be sweet revenge indeed … I do not know why this building and its occupants are so dear to you, Superman … but it will be a pleasure indeed to cause you to destroy it!"

Then, as if something had just occurred to him, Brainiac turned his attention towards Jimmy and Perry, who were still shaken up by their close call. "These two humans in particular are close to you … friends, I assume? It will be such delicious revenge to see them burn."

Superman slowly turned towards Jimmy and Perry, who tried to scramble away. Straining against the mental command of Brainiac, Superman could not fight it enough to prevent his heat vision from being directed at the two … although he was able to keep it at a low enough intensity that the heat would not cause physical harm, just discomfort.

That was still enough to prevent Jimmy and Perry from moving out of the way. The increased heat directed at them caused the two to sweat profusely, Perry being affected more than Jimmy.

Seeing this, Brainiac redoubled his efforts, the strain being noticeable on his face.

In turn, Superman fought harder against Brainiac's command … but still the intensity of his heat vision slowly began to increase … slowly, ever slowly.

"You can fight it, Superman!" Jimmy cried out between gasps of breath.

"We have faith in you, son," Perry said, struggling against the heat.

As if this assurance gave Superman renewed strength, the intensity of his heat vision began to drop, and finally stop altogether.

Perry took a handkerchief from his suit pocket and mopped his brow hurriedly. "Great shades of Elvis."

Suddenly, Brainiac increased his concentration even more … the external components of the neural web beginning to glow. "You will kill them, Superman!" he shouted, brow furrowed.

Superman found himself activating his heat vision again, which knocked Jimmy and Perry to their knees again as they'd begun to stand. The two Planet staffers cried in pain as they dropped completely to the sidewalk.

"I'm … sorry," Superman said with great effort. "I don't know if I'm going to be able … to fight it … much … longer." Tears began to form in his eyes, instantly evaporating from the heat vision. "I'm … sorry … "

Superman's heat vision began to increase in power again.

"Yes … yes … yes!" Brainiac said triumphantly.

There was a screech of tires which momentarily distracted Brainiac. That distraction was enough for Superman, who turned his gaze skyward to send the beams harmlessly into the clouds above.

The screech of tires came from LeBlanc's patrol car skidding to a halt. The passenger door flew open, and Dr. Swan, holding a strange device, stepped out, flipping a switch on the side as LeBlanc left the car on the driver's side. An audible hum came from the device.

"What is this?!?" Brainiac cried angrily as Superman was able to break free the mentalist's thrall.

Superman cut off his heat vision and turned to Brainiac. "It's the end of your plans, Brainiac," he said.

"Never!" Brainiac said, striking the Man of Steel with a telekinetic bolt that caused Superman to stagger back a few paces.

Dr. Swan hurriedly adjusted a dial on the device he held, which resulted in an increase of the pitch of the hum. "This is full power … if it fails, we won't get a second chance," he warned LeBlanc as Lois' Jeep pulled up.

The results were evident immediately. *NOOOOOOO!* Brainiac's mental cry of anguish echoed in the minds of all present as he clutched his head in his hands before falling to the street.

Lois got out of her Jeep and hurried towards Superman as Dr. Swan stepped closer to Brainiac's prone form. Dr. Swan began confirming that Brainiac's neural web was indeed jammed.

Superman didn't notice Lois running towards him, instead being more concerned with Jimmy and Perry's condition. Kneeling next to them, he asked, "Are you two all right? I fought it as long as I could … "

"I could use a cold drink and a shower," Perry admitted. "But I think we'll be okay."

Jimmy winced. "I feel like I've had the worst sunburn of my life, but I'll agree with the chief."

"I think we should still have you two checked out by a doctor … but you seem okay, thank goodness," Superman said.


The newsroom of the Planet the following morning had acquired an unusual odor … which came from the balm prescribed to Jimmy and Perry to ensure they'd recover from their exposure to Superman's heat vision. Once everyone had discovered that was its origin, they didn't complain about the smell.

Lois and Clark had both begun to ignore the odor already as they looked at the front page of the morning edition.

"Brainiac Defeated; Psychic in Coma," Lois read. "The chief wouldn't have let that headline go by if he'd been here instead of at the hospital last night … sounds more like a headline for the Whisper."

"It does tell the story, you have to admit," Clark said as Jimmy approached them. "How are you feeling, Jimmy?"

"Like a social outcast … I've been kicked out of the photo lab for the duration until I don't have to use this balm any more … nobody can take the smell for very long, and the photo chemicals can't hide it," Jimmy said. "But considering the alternative, I can live with it. Oh, I got a call from Joe Siegel a little bit ago … he says that Brainiac's been hooked up to a more powerful version of that neural web jammer, and they're going to keep him under constant observation 24 hours a day, seven days a week."

"Can't they remove that neural web?" Lois asked.

"Not without killing Brainiac … looks like nobody's skillful enough to do that complicated a job of brain surgery."

"It's sad, you know?" Clark said. "Milton Fine's got these powers, but using them just makes him crazy … it doesn't look like there's any hope for him."

"You feel sorry for him?" Lois asked. "I wouldn't … save your pity for Janet Fine. Milton may have lost his mind, but he's not going to miss it … Janet, on the other hand, has lost her husband, forever."

Clark couldn't help but agree.