Brainiac Takes Manehattan

by TopWanted

Put Some New Shoes On

Superman slammed into the reinforced wall, the force of his push creating large dents in the titanium hull. With another forceful blow he was through and into the vessel. Brainiac sat in his control center in the middle of the floating warship, his face cold and unfeeling.

“It’s over, Brainiac,” Superman shouted as he dove toward the cybernetic menace.

“It is never over, Kal-El,” Brainiac replied emotionlessly. A metal tentacle flew out and grabbed Superman by the wrist, followed by another and another. Soon he was shackled in mid-air. The tentacles sent a large spike of electricity into him and Superman screamed in agony. Brainiac still displayed no emotion at this turn of events. “Not until all has been recorded and deleted.”

The malevolent intelligence rose from his seat, his body merely for show. What Brainiac truly was was an A.I., an artificial intelligence. Born eons ago on a planet that no longer exists because he ended its existence. His eyes were blank and lifeless as all his vessels were. This was merely a shell of something far more sinister and apathetic. Superman thought to himself, yes, apathy is the perfect word to use for such a creature. Brainiac commanded the tentacles to move closer to him and they followed, bringing the man of steel mere feet away from Brainiac’s shell.

“Your Justice League attempts to stop my takeover of your global network as we speak. Surely you know this will not succeed?”

Superman grinned at the villain, a puzzling action considering his circumstance. “You never could quite get it, Brainiac,” he said. “You’ve never believed in faith. Could never even consider it a factor in your cosmic calculations. Well, I have faith in my friends. Let’s see how that works out against your calculations.”

Brainiac did not respond, sending another jolt of electricity through Superman. He screamed in pain once more. Brainiac returned to his seat once more, a small cord sliding out of the wall and hooking into the back of his head. “I will show you the futility of your words, Last Son of Krypton. Friendship is a pointless factor, merely leading to betrayal and heartache that most living organisms feel. I will now take control of your global network and bring this planet to its final halt. Then I will assimilate its biggest city into my database. There is nothing you can do to-“ Brainiac paused.

Superman panted slightly from the pain he had gone through but was able to chuckle once more. “What’s wrong? Something interrupt your takeover?”

Brainiac’s shell did not show any signs of emotion but his voice had quickened slightly in pace. “This is impossible. The link was just open. An entire network cannot go dark in that short a-“ He was interrupted again as a strong jolt of electricity shot through the shell in his seat and it exploded.

Superman watched as the ship around him began to explode in small bursts of flame and debris. The tentacles holding him began to sag and he ripped them free from the wall. A small buzz caught in his ear and he activated his JL Watchtower headpiece.

“Good job, Bruce,” Superman grinned. A dark brooding voice came up on the other side.

“Thank Oracle. She was the instrumental factor in piggybacking the virus into Brainiac’s ship.”

“Tell Barbara I said ‘well done.’”

No other man could actually hear such a thing but Superman swore he heard the Dark Knight smile on the other end. “Will do.”

“KAL-EL!” The voice boomed through the exploding ship. Superman tried to find the source but it seemed to come from everywhere. “You have bested me yet again. I am eternally patient. But it seems that is not enough. I will retreat today, but know that I will return. You have given me much to ponder about, Superman.”

A loud sound reverberated through the ship, harsh whines and whistles filled the air. Superman floated silently as he could do nothing but watch the ship before him disappear, the night sky slowly taking it’s place. When the skull shaped ship was finally gone, Superman frowned worriedly. Brainiac had never once used his moniker before to address him, always calling him by his Kryptonian name or the title “Last Son of Krypton.” Superman always thought this was because of Brainiac’s unflinching stoicism to the rules of order, not being able to logically accept the Kryptonian by any other name. Superman shivered as he thought what this might lead to. He had no idea where Brainiac had gone, but the mechanized monster now seemed to have given up its stoic nature. Just what this meant for whoever would have to deal with Brainiac next, Superman didn’t know.

---

Princess Celestia shot up in bed. Her face pale and her body covered in nervous sweat. She breathed heavily as she recalled the premonition that had haunted her so. She held a hoof to the night table by her bedside to steady her. “This is not good,” she muttered.

Two hours later as the Sun rose, Twilight Sparkle walked into her old mentor’s throne room, an invited guest. Twilight had no idea just what the princess wanted with her at such an early hour. Whatever it was must be important. Celestia stood by the stained glass window that depicted the Elements of Harmony defeating Discord. The Draconequus had often spoke loudly about how that window was distasteful since he was reformed but the castle artisans had not decided on what to replace it with yet. Twilight approached Celestia and bowed. “You’re Highness.”

Celestia turned to her ex-pupil and smiled. “Twilight, there’s no need for that. You’ve gone above and beyond the call to stand at my and Luna’s side. A princess does not have to bow to a princess.”

Twilight blushed. “I know. It’s just a little hard to get used to that. Force of habit and all that.”

Celestia smiled again but it soon fell into a concerned frown. Her head turned back to the window. “Twilight, do you recall what you had to go through in order to defeat Discord?”

Twilight frowned as well, unsure of where she was going. “Discord tried to disrupt the elements by turning us into the opposite of the elements we represented, why?”

Celestia turned back from the window toward Twilight. “Discord’s purpose was once the spreading of chaos and disharmony. A creature like that is dangerous in its own right. Then there was Tirek who was consumed by greed. You and you’re friends have fought through many obstacles and villains and in some cases even been able to reform them.” Her face grew somber. “However, what is coming now will be a threat to all Equestria.”

Twilight gulped nervously. “Just what is coming, Celestia?”

Celestia placed a hoof on the smaller alicorn’s shoulder and looked into her eyes. “Apathy.”

---

Brainiac’s ship materialized just off the coast of a large metropolitan city. The ship had reformed partially submerged in the emerald ocean and as the hull began to slowly fill with water, the space ship began to sink. The water put out the fires that had started and stifled any further explosions. When the whole ship was under water, Brainiac sent a message to the ship to repair the hull and the water inside began to drain. When the inside was once again dry, many small nanobots began preparations to fix the damaged parts of the ship. Brainiac used the onboard factory to produce another shell and he placed it on the control seat. A tentacle flew out of the wall and embedded in the back of its head. Brainiac had downloaded himself into another vessel successfully.

“Navigation was lost during virus attack,” he narrated the dialogue of the ships’ damage. “Current location: unknown. Open visuals.” Screens appeared in midair around the control seat. Pictures of a large city on the coast where he was now submerged. “Civilization appears to be present. Perhaps a level two colonized world. Scanning for networks.” A moment passed as the ship hummed softly. After a minute the humming stopped and Brainiac continued. “No presence of modern or semi-modern technology.” The shell peered back at the pictures of the large city. “The data appears anachronistic. However, the world does appear to be over flowing with an unknown energy source.” One of the screens zoomed in on a street and showed a small horse with a growth on its forehead and a hard hat lifting a large cement block with a radiant aura. “Analyzing.”

The screen froze on the image and a green line passed through it, leaving behind a grid layout. The shell raised its hand and enlarged the picture of the aura. Elemental symbols and numbers scrolled down the screen. The shell put its hand back down and sat silently for a moment. “Analysis will take time. Many systems are offline and are impeding progress.” The picture shrank back until the horse was seen again. This time the camera panned back further to show the busy street. Horses of many different colors and varieties, some with horns and some with wings, crisscrossed the busy intersections. The shell stared for longer than necessary taking the odd sight in. Odd to some, maybe. But Brainiac was ancient, having seen creatures that spoke through sliding their appendages together or creatures that walked on one springy leg. “Inhabitants appear to be equine in nature. Some possess abilities while others do not. More study of this is needed.”

The shell waved its hand again and the screens changed to lines on black. The lines moving up and down as audio began to come in. First there was nothing but a garbling mass of voices. Brainiac waved his hand and silenced it. “Locate and isolate chatter on history of the world.” The screens complied, the voices coming in again but soon clicking off one after another. Finally only a few played on each screen. One sounded like a lecture at a university classroom. Another was a tour guide at a history museum. And another appeared to be an old male voice talking to its grandkids about better days. Brainiac sat and listened to it all.

---

Twilight had to sit down after hearing everything. She placed a hoof to her forehead in disbelief. “You’re sure something like… that is coming to Equestria?” she asked the princess.

“Almost positive, Twilight,” Celestia sighed. “The vision I saw was that of a being of pure apathy, born from steel and lightning. It will come to Equestria and drain this world of every resource available without mercy or regret. That is unless you can stop it.”

“Me?” Twilight responded hysterically. “Well, I suppose with the Elements new power we could-“

“I’m afraid that may be impossible, Twilight,” Celestia interrupted. “The Elements are certainly powerful and you and your friends’ new abilities are formidable. However, the danger we face may be immune to the Elements.”

“Immune?” Twilight asked dumbfounded. “How can it be immune?”

Celestia returned to the window with Discord and the six mares that were the Elements of Harmony. “Discord was not always an evil despot. Just as Tirek was not an evil tyrant. All living things are born with a moral compass. An innate sense of right and wrong. The Elements are powered by these strong feelings. That’s why the elements didn’t work when Discord reversed your traits. Not only were you in a state of disharmony but the true purpose of your task had been lost to you. You could not focus on the strong feelings that guided you before. Even then, the Elements worked because Discord was connected to them as well. In a way, the Elements combine the hearts of all living beings. You and your friends are merely the center of it.”

Twilight tried to take in everything her old teacher had said. “So, what does that mean? This new threat isn’t really alive?”

“In a manner of speaking,” Celestia paused and turned to Twilight once more. “Yes.”

Twilight slumped onto the ground and rubbed her cheek forlornly. This is insane. Just what was this new threat? Princess Celestia said it was a creature of steel and lightning. Was it magic? Maybe a golem? They were considered inanimate until activated. But then again there were some forms of golems that shared emotions with ponies. Creatures like timberwolves were made of sticks and logs and yet they still felt fear and hunger. Twilight rubbed her eyes.

“Then just what are we supposed to do?” she asked.

“The threat we face is grave to be sure,” Celestia replied. “But make no mistake. There is a way to combat it.”

Twilight lit up. “What is it?”

“It will take some time for the creature to gain strength in our world. Since we are mostly devoid of what it usually uses to survive. Thus it is the perfect time to strike.”

“You want,” Twilight stuttered as she contemplated what Celestia was saying. “You want to destroy it?”

Celestia’s expression softened and she leaned down to look at Twilight with sympathetic eyes. “There is a powerful banishment spell that is forbidden in most circles because it takes the recipient to a place where nopony can return from. Oblivion.” Twilight gulped at the thought of such a terrible place as nothingness. “It will take time for me to complete the spell and I must stay in Canterlot to concentrate enough to perform it. Please understand, Twilight, that there is no redemption possible here. This is a monster in every definition. No conscience or morality exists within its steely heart.”

Twilight frowned, unsure of what to make of her orders, but she ended up nodding in agreement. Celestia rose again and walked to another window that led outside, the red sun rising in the east beyond.

“You’ll be going east to Manehattan. That is where I believe it has landed. Take your friends and find it before it can be a legitimate threat. Even if you are unsuccessful just hold it off and I will come to aid you soon.” She turned to Twilight with a stern but hopeful expression. “I know this is a great burden I am placing on your shoulders, but I have confidence in you.”

Twilight nodded once more a little more resolutely this time. “How will I know it?”

Celestia recalled the vision and closed her eyes. She put a hoof to the window and began to draw a picture on the glass. Twilight came over to look. The image was a triangle with three small dots like nodes and only two lines connecting the high middle dot with the two lower ones. “This is its symbol.”

Twilight made a mental note and backed away, bowing once more. “I won’t fail you, Princess.”

The young purple alicorn turned to leave, as she walked away Celestia whispered, “I know you won’t. And I am so sorry to put this on you.” The doors to her throne room closed and Celestia sat by the window, alone in the dawn’s light.

---

The shell had not moved an inch since starting to listen to the various teachers, guides and old equines that were explaining the world’s history. Brainiac moved all relevant data into his system, creating backups as well. The information would be tantamount once sterilization of this world had commenced. The shell waved an arm and the screens stopped, returning to pictures of the nearby city. Brainiac recounted his findings.

“It appears that this is a world called Equestria. It is dominated by a species called ‘ponies.’ One breed is called ‘unicorn,’ one ‘pegasus,’ the other is classified as ‘earth pony.’ Due to the heavy use of ‘magic’ in this world, no technological improvements have been made. The world is ruled by two immortal religious idols thought to embody the sun and the moon. Many years ago the moon idol broke away from society and attempted a coup, resulting in her imprisonment using this world’s greatest weapon. The moon idol returned with a vengeance and was defeated swiftly with the same weapon. Said weapon then defeated the idol of chaos and a monster thought indestructible. Now the power of the weapon rests in the bodies of six ponies. This has been most useful.”

The shell stood from the control chair and floated down to the lower deck. “These six contain vast amounts of energy. This is vital to the repair of my ship and the destruction of this planet. I must acquire them.” The shell entered the factory floor area of the ship where many shells hung on racks and waited to be used. “However, the current lack of networks or interactive mainframes limits my abilities. The ship is damaged for now and will not be mobile for 148 hours at best approximation. I require these energy sources as soon as possible.”

The factory started moving again, the humanoid shells were moved aside as the machines hummed. A new metal shell in the shape of a pony exited the machine on a rack and was lowered to the floor. Its hooves were a metallic gray while its body shined with purple steel and green highlights. Its head was metallic as well, skeletal teeth showing. Brainiac’s symbol was inscribed in purple above its hollow lifeless eyes. A cord emerged from the wall and plugged into the new shell. The old shell slumped over as the pony shell stood straighter. It lifted its hoof and flexed it, testing out the dexterity. “Perfect.”

The shell walked a few paces before catching itself in the reflection of another hanging shell. It turned its head to the side quizzically, looking at itself for the first time. Brainiac recalled the plush, cute look to the ponies on this world of Equestria. He raised a hoof once more, this time to call for a tentacle cord to plug in to his back. The pony shell slumped and Brainiac returned to his humanoid shell. “Perhaps I am moving too fast,” he pondered aloud. “I do not have any equipment or back up capabilities here for the moment. This pony shell will only draw attention from the locals and hinder progress with chaotic results.” Brainiac stopped, continuing to ponder the situation. “There is another way.”

---

“Did you say Manehattan, darling?” Rarity asked as she threw another hat into her suitcase, the pile now jutting well out of the cases’ capacity.

“That’s right,” Twilight nodded firmly. “There’s a big threat that Equestria’s never faced before and we need to be on the next train out of- why are you already packing?”

Twilight had just walked in on her friend a few moments ago shouting about a mission. The purple alicorn hadn’t noticed till now that Rarity already seemed to be in the middle of preparing for a trip. Rarity smiled and winked. “Well it just so happens, dear, that I have business in Manehattan anyway. It’s Fashion Week!” The mare squealed at the mention.

Twilight sighed. “I’m glad you’re on board, Rarity. But we’ve got bigger problems to deal with than getting you to Fashion Week. This is a situation that will require all of us.”

Rarity humphed and closed her suitcase, somehow keeping all the hats in. “You don’t think I know, darling? Anypony that tries to threaten Equestria’s fashion center of the world is going to get a hoofful from me, that’s for sure. Just call on me when you need me.”

Twilight groaned. “We need to be searching together!”

“Well, why don’t you go ask Applejack to search with you?” Rarity asked. “I’m sure she’ll be happy to assist.”

-

“You know I’d do anything to protect Equestria, sugarcube,” Applejack replied. “But it’s FruitCon in Manehattan and I promised my cousins, the Oranges, that I’d help them with their sales. Not to mention it’d be some pretty good press if I handed out some Sweet Apple Acres samples to some of them high falutin’ socialite types. Might expand the business.”

Once again, Twilight had walked in on a friend already packing for the exact place she needed them to go. And they couldn’t help her at all. Twilight rubbed the bridge of her nose in exasperation. “You’ll at least be there when we need you, right?”

Applejack winked, like Rarity had before, and smiled. “You know it! Why don’t you ask Rainbow Dash for some help? She’d be pretty useful.”

“She would,” Twilight sighed. “But with the way today is going I wouldn’t be surprised if Rainbow Dash-“

-

“-cant help you,” Rainbow stated.

“Of course,” Twilight groaned slapping a hoof over her face. The cyan Pegasus had been packing like the others when Twilight dropped in.

“Don’t get me wrong,” Rainbow assured her. “You need me, I’m there. But this week is the Wonderbolts Charity Relay Race in Madison Mare Garden in Manehattan. As a reserve member I’ve got to be there.”

Twilight let out a loud moan and slumped in her chair.

---

Twilight looked up from her slumped position in the train. Two mares sat around her, the other three sitting on the other side of the aisle. Twilight turned to Fluttershy beside her.

“Thanks for helping me out, Fluttershy,” she smiled weakly.

“It’s no problem Twilight,” the yellow mare smiled back. “But I might be a little useless if we have to do anything scary like, um, face a monster.”

Perfect, Twilight thought, rolling her eyes. She turned her gaze to Pinkie. “And what about you?”

Pinkie giggled nervously. “Well, you know I’m always ready to help, Twilight. But…”

Twilight raised an eyebrow.

Pinkie pulled out a flyer from her poofy mane and shoved it in the alicorn’s face. “There’s going to be the biggest party ever in Madison Mare Garden after the race and I just wouldn’t be the premiere party planner of Ponyville if I didn’t go and, um, take notes?” Pinkie drifted off on the last few words, her excuses culminating in a wide apologetic smile. “But you’ve got me the entire time before that!”

Twilight placed her hoof under her chin and looked out the window at the scenery rushing by. “Swell,” she muttered.

---

Brainiac levitated himself to another floor of the ship. Inside was a large tube made of clear glass. The insides were filled with some green glowing liquid. The shell walked over to the tube and waved a hand before it, summoning some screens. The screens showed a diagram of a DNA strand with all its components categorized and numbered. Brainiac had used this station only a few times before, once in order to clone his most relentless enemy in an attempt to keep him occupied with a rival while Brainiac could sterilize and assimilate Earth. The plan had been a failure, the Kryptonian’s DNA being too erratic. However, a pony would be simple enough.

“I require subtlety,” Brainiac narrated to himself. “If I am to blend in then I must not be expected to perform any acts that I am not prepared for.” He scrolled through the data he had received from the audio and video feeds. The pegasi could fly and manipulate the weather, while the unicorns were expected to know magic. The earth ponies, however, simply had increased strength. “Strength is something I can accomplish as well as a certain amount of invulnerability.” He downloaded the environmental data of earth ponies into the incubation system. “This will be a form I take myself. It must be pure of any influence. This will not be a clone.” The image of an earth pony appeared on the screens and began to spin around slowly. Brainiac agreed with the picture and it disappeared, the tube beginning to bubble and hum. “This will be an organic being of my own makeup. Strong, yet still durable. A perfect vessel to go unnoticed.”

The liquid in the tube exploded with bubbles as a small fetus emerged from the bottom, trailing up from a long silicon umbilical cord. Brainiac returned his attention to the displays, they read four hours until complete maturation. Brainiac stood and waited.

---

After four hours on the train Twilight stretched her hooves. The rest of the group followed out of the station as well. They all gathered at the bus stop.

“Okay,” Twilight sighed. “I know you guys all have something you want to do. But just promise me that if I call on you you’ll answer. No matter the situation!”

“Obviously!” Rainbow was quick reply. She threw her hoof in the center of the group. “Friends forever, right?”

Rarity and Applejack smiled, placing their hooves in as well. Pinkie and Fluttershy followed suit. Twilight smirked at Rainbow Dash, letting out one last sigh. “Friends Forever,” she replied.

“Yeah!” they all cheered.

“Well, see you later,” Rainbow said quickly and flew off.

“Yeah, I’m late as it is,” Applejack added as she ran off on her own.

“Make sure to tell me if something goes wrong!” Rarity shouted from across the street, as she had already began to walk off.

Twlight turned to the two mares that stayed. A melancholy expression on her face. “I guess we better get started.”

Pinkie and Fluttershy nodded in agreement and the three walked off in a random direction, unsure of where to begin.

---

Brainiac watched as the timer reached zero. He returned his gaze to the pony floating in the green goo. It was fully matured, a stallion probably in its late teens or early twenties. He waved a hand and the tube began to open, the goo falling away and splashing onto the ground. The new organic pony shell lay on a metal table, covered in wet goo. Its coat was a light shade of lime green and its mane was a deep purple. Above the eyes was what appeared to be a purple birth mark on the forehead. The shell called for another tentacle cord to come from the wall, this one attaching to a small hole in the back of the organic shell’s neck. In a brief flash of life, the transfer was complete and the organic shell took its first few breaths. It opened its eyes revealing purple irises that matched its mane and birth mark. The eyes were wet and animate, but the light behind them was cold and lifeless. Brainiac raised a hoof to look at his new body. He felt the wet fur slide underneath his hooves down his leg. The organic shell instinctively squinted, trying to get a better look at the fibers of its hair.

“First run analysis,” the organic shell spoke, its voice soft and young yet the coldness of it giving it a masculine nature. “Motor functions are adequate. However visual receptors are less advanced than expected. Perhaps a side effect of the shortened procedure.”

Brainiac stepped from the metal table, taking his first steps as a living organism. He nearly toppled over his front legs but was able to quickly balance out before falling. “Secondary analysis,” he said gruffly. “I don’t like it.”

Brainiac frowned. An odd outburst. Never had he expressed something so ineloquently and unscientifically. “Perhaps the brain chemistry has not been equalized. I will document this further after the first trial run.”

Brainiac walked forward on his four legs and let the door to the lab slam shut behind him. He turned, surprised. He had not commanded the door to close. Perhaps it was the ship’s secondary program. The backup system held his entire personality and would kick in should this body fail, ensuring the intelligence would live on. Nodding at this, Brainiac walked down to the edge of the ship. An airlock opened and he entered a small area covered in metal. The door closed behind him and the area he was in jettisoned off of the ship beginning its ascent to the bay above. It breached the surface and began to float toward the shoreline. Once it touched down on sand the hatch opened up once more, Brainiac stepping onto the granulated surface.

He felt the sensation beneath his hooves and expressionlessly began to twist his hooves into the sand to feel it more. After a few minutes of doing this Brainiac looked up sharply, surprised once more at his behavior. Surely he was just experimenting with this new body. It was only logical to be curious. It wasn’t like he liked the feeling. He turned to the city’s skyline, its silhouette against the night’s moon. He had landed about a mile from the city proper. A good chance to stretch his new legs. He began to walk through the sand, his objective coming to the forefront of his mind. “Find the Elements. Subdue. Then bring them back to the ship.” Brainiac felt the sand move beneath his hooves as he walked and his stiff lip curled unconsciously into a grin.

Comments

[PileOfTrailMix]

The fact that Celestia is having a premonition about Brainiac's arrival feels wrong and a load of BS. I've read other stories much like this minus the premonitions and it just feels more plausible. Also please, if you could, explain why she gets a premonition.