Brainiac Takes Manehattan

by TopWanted

Who Am I?

Twilight was bound completely. Her magic wasn’t working and worse off Brainiac had taken no chances and wrapped her tightly in those metal tentacles that seemed to pop out from everywhere in the ship. She struggled helplessly as the metallic monster brought her command center of the ship once more. Wherever those hollow eyes drifted the tentacles would take her and he gently set her on the command chair in the center of the ship. Twilight let out a breath of relief as the tentacles unwrapped her and instead locked themselves around her hooves so she would be restrained on the seat.

Despite her overwhelming fear, Twilight glared at Brainiac with a fiery hatred. “You’ll never get away with this.”

“On the contrary,” Brainiac replied dryly in that metallic monotone. “I already have.” He raised a chrome hoof and a new screen appeared in midair with an aerial view of Manehattan. “I have already downloaded my primary program into an organic body which I have sent out to retrieve the remaining Elements of Harmony.” The map on screen began to shrink as it magnified to a certain area of the city. “Soon you will be reunited with your allies, only now you will all serve my needs.”

Twilight shuddered at the thought. There was another one of these monsters already out there hunting her friends. This Brainiac was bad enough. She couldn’t even imagine just what a Brainiac that looked like everypony else could accomplish. Her heart skipped a beat as the map finally centered on its target and Twilight could see the Madison Mare Garden. Ponies were screaming for their lives as the metal beams in the stadium began to fall on the crowds. However one pony caught the heavy poles and pushed them back upright. The resolution of the image was hard to make out but it looked like a green earth pony was lifting the thing by himself. Twilight looked on in confusion at the scene while Brainiac stared with his hollow eyes transfixed.

“This is… illogical,” he uttered.

“What is?” Twilight answered with a huff. “That somepony would be willing to risk his life to save others? How is that illogical?”

“Allow me to specify then,” Brainiac remarked with almost a harsh tone. “It is impossible.”

Twilight frowned and then looked back at the pony on the screen. She thought she could just make out a purple mane and even a purple birthmark on the forehead. Her eyes went wide. “That’s your…”

Brainiac turned off the screen as he stood still staring into space. When he finally turned around Twilight shuddered at the purple light emanating from those hollow lifeless eyes. “It appears I must move ahead with preparations,” he uttered. “If my other has truly been corrupted by your world then it is of the utmost importance that I repair the ship and… reeducate him.”

A new device lowered from the ceiling and wrapped around Twilight’s horn. A bead of sweat dripped form her forehead as she looked at the device. “What is this?”

“As I said, Twilight Sparkle,” Brainiac replied. “You are one of the most powerful beings in this world. Thus you will be a perfect energy source for this ship’s repair and mission.”

Twilight took in a sharp breath as she felt the first of her power begin to drain from her. “What mission?” she winced in pain.

“The acquisition of a culture sample from your world and then its destruction.”

-----

The sun began to set as the ponies finally finished their preparations for the biggest party of the year. With the charity race complete and the poles still up, the rings had been redesigned as aerial stages for various ponies and pegasi to dance on or mingle. Rope bridges had been attached to the platforms and the stands for easy access and to make this party not just on the ground but on every level. Atop one of the pillars sat a large DJ station just waiting for a user. Brainy examined the device closely, fascinated by the fact that the ponies would have such a thing. It had no cords or electrical outlets so he assumed that it ran on magic. He pressed the on button and stepped back as his theory was proved correct by the machine whirring to life. Astounding.

“Brainy!” Pinkie called to him from below. “Come on! We’ve got to hang the banners!” Brainy nodded in reply and descended the platform. When he arrived on the ring that Pinkie was standing on he found her dancing around excitedly. She giggled as she handed Brainy one side of the banner. “Do you think you could take this to that platform on the other side?”

“Affirmative,” Brainy replied. While Pinkie expected him to just take a series of the rope bridges, Brainy instead just jumped clear across the field in a single bound, landing gracefully on the other platform with the other end of the banner in his mouth. Pinkie gawked at the feet and then shook her head in disbelief.

“Wow, Brainy!” she shouted. “That was amazing!” Other ponies in the stands and on the ground saw the jump and began to clap their hooves in approval as well. Brainy rubbed the back of his head embarrassed but did not show any emotion. “Alright,” Pinkie giggled. “Let ‘er rip!” They both unrolled the banner at the same time and Brainy looked down to see what it read. The words “Thank You Brainy!” were scrawled in childish pink font across it. While Brainy felt this to be quite juvenile, everypony else in the stadium applauded. He looked over to Pinkie who shrugged. “What can I say? You’re a hero!”

A hero. Brainy had been called many things in his long life but hero was never one of them. Now that he thought about it he didn’t even know what a hero truly was. The Earth had proclaimed Kal El to be a hero. Was that because he was strong and fast and nigh indestructible. Sure, Brainy was that too, but for some reason he didn’t quite feel like a hero. Whatever that felt like.

“Hey come on down you two!” Applejack shouted to Pinkie and Brainy. They both looked down as Applejack entered with several tables full of hors d’oeuvres and snacks. Pinkie licked her lips as she jumped down from platform to platform, Brainy doing the same. Pinkie rushed for the food but was stopped by Applejack’s hoof. “Hold on a minute, missy. Those are for when the party starts. And nopony’s getting in until the sun sets.”

“But we’re pretty much already ready!” Pinkie whined.

“Not exactly,” Rarity said as she approached them, a depressed look on her face. “It looks like Vinyl’s been delayed. It will take maybe another two hours for her to arrive.”

“Awwwwww,” Pinkie sighed as she slumped to the ground.

“Sapphire has offered to be the entertainment for tonight,” Rarity continued. “But I wouldn’t want her to miss out on the party.”

Brainy listened to the conversation intently. “Who is Vinyl?” he asked, earning a confused look from Rarity and Pinkie.

“Vinyl Scratch is only the most awesomest DJ in all of Equestria!” Everypony looked up to see Rainbow Dash fly down, out of uniform with Lightning Dust in tow. “Her taste in music is the bomb!”

“I know that I wouldn’t start a party like this without her,” Pinkie added.

Brainy rubbed his chin in thought as he looked up at the platform with the DJ station. “What is a DJ’s job?”

“She plays the music,” Pinkie chuckled.

“She spins the tracks,” added Lightning.

“She gives the party a life,” Rarity added. Brainy frowned as he was deep in thought.

“Anyway,” Applejack interjected. “We should probably start moving out some more food. Gonna be a lot of ponies here come a few hours and that’s a lot of hungry mouths to feed.”

All the ponies jumped back in surprise as Brainy leapt from the ground, causing a small billow of dust to spread out from where he jumped. They all turned their heads up as he landed on a platform above and then jumped again to the next one up. “What are you doing, Brainy?” Pinkie shouted.

Brainy landed on the platform with the DJ station and turned it on. He examine all the knobs, slides and buttons and dictated to himself where all connected to internally and what they should do. Beneath him Lightning Dust looked on in disbelief. “Does he seriously think he can use that thing?” The others looked at each other. Brainy had done odder things today, why would being able to DJ be any different.

“Well, I suppose we could give him a shot,” Rarity muttered.

Pinkie smiled broadly and yelled up to Brainy. “Ya hear that! Give us what you got!”

Brainy nodded as he examined the device further, a small smile playing across his face. This was his element. He could work any machine. This DJ station would bow to his technological intuity. He grabbed a black LP from the stash beneath the station and scrutinized it. This would do. He pulled some slides and turned some nobs as a static bass hung in the air. With a flourish he laid the track down and placed the needle on it. It began to spin but no music came out. Brainy frowned at this as Lightning began to laugh. “Ha! You see, he doesn’t know what he’s doing!” Brainy looked around until he noticed a small switch underneath the dashboard. He smiled as he flicked it and the sound blasted out. He slid his hooves along the slides and knobs making the beat bounce and shake in rhythm. Lightning stared up with her mouth agape as everypony else began to smile and dance. Only Pinkie truly noticed Brainy display something she’d never seen from him. A smile.

Rarity and Sapphire seemed completely on board with Brainy being the DJ in place of Vinyl Scratch. As more and more ponies began to file back into the stadium two ponies sat above them all on the Dj platform. Pinkie sat next to Brainy as they let their legs hang off the side and looked up at the stars beginning to come out. Brainy, however, looked down at all the ponies, his face expressionless. Only the slightest hint of trepidation was in his eyes. Eyes that Pinkie Pie knew how to read. She gave him a warm smile as she wrapped a hoof around his shoulder. “Just like I said before, you don’t have to do this if you don’t want to.”

“No,” he replied, quicker than even he expected. “I want to do it. I do not know why, but something inside is telling me that it will be…” he turned to face Pinkie, “fun.”

Her smile brightened. “Brainy, you’re going to do great things. You know how I know?” Brainy looked at her questioningly. “Because you’re my friend.”

When all the guests had finally arrived they were surprised to see the lights go dark. Everypony began to mill around, unsure of what was going on when a spotlight turned on and shown down on Sapphire Shores on a lower platform. “Good Evening, Ponies! What’s up?” The crowd cheered. “Oh well, it must be pretty low cause I can’t hear you!” The crowd cheered a little louder. “Come on! Is that the best you can do?” The crowd let out a deafening roar that shook the whole city. Sapphire had to cover her ears. “Okay! Guess that answers my question! What do you say we get this party started?” She pointed up as a new spotlight turned on and revealed Brainy at the DJ station. He looked out at the waiting crowd and Sapphire whistled to him to draw his attention. He looked down at her and she winked. “Hit it, baby!” Brainy spun the disc elegantly and bumped it into the air where it landed gracefully on the turntable. He dropped the needle and let a little grin slip as the music started up once more. Everypony cheered and began to dance and have fun.

At the beginning of the night, Sapphire performed her a song from her new album as Brainy accompanied with music. When she had finished she bowed gracefully to thunderous applause. Then Sapphire turned back up to Brainy and pointed at him once more. “Now let’s give a big hand to our guest of honor and master of ceremonies tonight! MC Brainy!!” The crowd went absolutely wild.

Brainy scanned the crowd as they applauded him finding so many new happy faces, but also some familiar ones. He saw that pony, Cherry Jubilee, wave to him from a box seat. He saw Sassy and Coco had come as well and were milling around the food tables chatting up other guests. He saw Rainbow Dash and Lightning Dust talking with Spitfire and Soarin, a bandage wrapped precariously around his head. Rainbow turned to him and gave him a wave and a small wink. He saw Rarity and Applejack dancing on a platform underneath him. What he didn’t see however, no matter how hard he looked was a specific pink pony. The pony that he had first met in the city. The pony that had offered him wise advice and called him her friend. The pony that maybe, just maybe, he could also call that.

Suddenly his vision went dark as Brainy felt a pair of hooves fall over his eyes from behind. “Guess who?” came a familiar voice. Brainy’s grin returned.

“Superman?” he replied.

Pinkie let go and came around to face him with a confused expression. “You and your silly words.”

They both looked down at the party as it raged below, Brainy turning to Pinkie. “I would assume that the premier party pony of Ponyville would want to be right where the action is.”

Pinkie looked back at him and smiled. “Well, I can’t think of a better place than right next to the guest of honor.”

For the second time tonight, Brainy showed her something she didn’t expect. Without warning Brainy grabbed her shoulders and brought her in for a hug. Pinkie’s eyes went wide at this but her expression soon turned more placid as she returned the hug in full. When they were done, Brainy pulled away from her and looked down at his hooves with an unemotional blush. “I would just like to say,” he began. “Thank you.”

Pinkie’s smile nearly leapt off her face it was so big. Rarely did she see this amount of emotion in her sister and to see it from a pony so similar meant the world to her. “I didn’t do anything, Brainy. Everything the ponies love you for, you did on your own.” She sweeped her hoof across the stadium at all the ponies. “They love you for who you are. Just like me.”

Brainy’s face fell at this. Who I am, he thought. “Who am I?” he whispered aloud.

-----

Twilight could feel herself passing out as her magic was slowly but steadily drained from her body. She began to breathe heavily as she watched Brainiac continue to fiddle with the floating screens and manage a bunch of technology she could not begin to fathom. She tried to speak, to maybe talk some sense into the machine, but she knew in her heart that it would do no good. There was no heart in that vile creature.

Brainiac swiped away a final screen and turned to Twilight, his metal skull reflecting an eerie purple glow from the aura on her horn. “Repairs are at 98% and rising. You’re aid in this matter has greatly increased our estimated recovery time, Twilight Sparkle.”

Twilight grit her teeth as she wheezed out her response. “Go to hell.”

Brainiac stared at her unblinkingly. “In due time, eventually all worlds will be studied and annihilated.” He lifted a hoof and summoned a new screen. This one had a timer on it that counted down the seconds. “In mere moments the ship will be at maximum efficiency, then we will begin.”

“Begin… what?” Twilight moaned, feeling her consciousness begin to fade.

“Collecting samples,” Brainiac replied without the slightest hint of emotion.
-----

Fleetfoot and Fluttershy walked into the party at its full swing, Fleetfoot supporting the poor trembling Pegasus with a hoof. “Damn,” she swore. “It’s already started. How the hay are we going to find your friends?”

Fluttershy’s face grew stalwart as she pushed off from Fleetfoot and walked forward into the fray. “I’ve got this.” She drew in a deep breath. “Rainbow Dash,” she yelled super quietly. “Rarity. Pinkie. Applejack.” The ponies continued to dance to the loud music, unaware of her calls.

Fleetfoot rolled her eyes and drew in a huge breath. “Yo!!!! Rainbow Dash!!!!!” she shouted. Several ponies covered their ears around her as one group of pegasi standing on a platform above looked down. Rainbow smiled as she noticed her friend she hadn’t seen in days.

“Fluttershy!” Rainbow called. She jumped from the platform and flew down to greet her but before she could even touch the ground she was tackled out of the sky by Fluttershy. The yellow Pegasus began to wail into her friend’s shoulder. “Woah, hey, what’s wrong?”

Fluttershy took a big sniffle as she pulled away from Rainbow, her eyes filled with tears. “Twilight is… Twilight is…”

Suddenly the lights in the stadium were overshadowed. A bright light appearing all of a sudden right above the city. Piercing white light pervaded every corner of the city, waking early bedders and drawing night owls from their hangouts. Rainbow covered her eyes as well as the whole crowd as they looked up at the lights. “What in Equestria is that?!” she exclaimed.

The lights moved like a spotlight, freeing the party goers to see what they attached to. Floating above the Manehattan skyline was giant metallic skull with long tendrils draping down from it. Fluttershy’s pupils shrank as she saw the tendrils swing about. “It’s here,” she whispered in fear.

---

Pinkie covered her eyes as she spotted the giant skull. “Wowie Zowie that’s big!” she shouted. “What do you think that is, Brainy? …Brainy?” Pinkie turned to her companion only to see his face was lost in thought. His usual expressionless face now once again showing something she’d never expected. Fear.

Brainy stared at the metallic ship as several thousand beams of light began to project from the hollow eyes. The image of a metallic skeleton of a pony, in chrome, green and purple, appeared earning a scream from many of the party goers and the ponies around the city. The hologram looked dead ahead as it began to speak. “Greetings, denizens of Equestria. I am Brainiac. Collector of knowledge. Due to circumstances beyond my control, your world has been selected as the next staging ground for my collection. Do not resist.” The hologram stepped to the side to reveal a pale and broken Twilight Sparkle, tethered to a chair with magic constantly being drained from her horn. Many ponies gasped at this, Pinkie’s eyes widening in disbelief as she drew her hooves to her mouth to stifle a scream. “Your princess has already fallen. Obey my orders peacefully and I can assure that no further harm will come to her, or you.” Everypony began to murmur nervously, some even trying to run away. “My first demand is simple. Relinquish my Primary and I will spare you all some suffering. Relinquish Brainiac. You have five minutes to comply.”

At this the hologram disappeared and everypony began to scream in terror, some however looked around confused. “Did he say ‘relinquish Brainiac’?” “But isn’t he Brainiac?” “How are we supposed to give him himself?” Pinkie listened to all these ponies murmur and worry, her own mind having made the connection. She slowly turned around to face her friend, a small smile of disbelief on her face.

“It’s alright,” she tried to laugh. “He’s just looking for some Brainiac. I mean it’s not like that’s…” She couldn’t finish as she looked straight into Brainy’s emotionless eyes. Only she could read his emotions and they were full of guilt. Pinkie felt her eyes begin to grow wet. “Brainy?” She tried to reach out to him but Brainy turned his face away and dodged her hoof. He refused to look at her as he jumped high and ascended the platforms. Pinkie watched in shock. “Wait! Brainy!!” She tried to climb after him and nearly fell as her hoof slipped, but her determination kept her going. She grabbed the edge of the topmost platform and climbed over to see Brainy messing with the wiring of one of the spotlights. She hoisted her body up and took a perilous look down at the stadium below. “Brainy, please! Talk to me!” she pleaded with tears in her eyes.

Brainy stopped what he was doing as he turned the spotlight up at the ship. After a long moment he turned back to Pinky with his still emotionless face. He saw the tears in her eyes. Tears he had seen many times throughout his eons of existence. Tears of fear. That is correct, he thought. This is who I am. He looked back at the ship and flipped a switch on the spotlight, causing the ship to be doused with a white light that alerted the many tendrils that hung from it. They began to descend. I am Brainiac.

Pinkie’s eyes grew wide as she watched the tendrils fly towards Brainy. She tried to jump in front of him to intercept them. Brainy saw this and frantically pushed her out of the way causing her to lose her balance on the edge of the platform. Time seemed to slow down as the tendrils wrapped around Brainy and Pinkie waved her arms in an effort to stay balanced. In a last ditch effort she shot out her hoof for support. Brainy reached over to grab her, their hooves barely touching. Suddenly time sped up once more and Brainy shot off in the direction of the ship his hoof still outstretched. He watched as Pinkie’s face fell and her body along with it, toppling off the platform and obscuring her from view. As the tendrils dragged him away, Brainy lifted his hoof to his face. This emotion was new. This emotion was unwanted. For the first time ever, Brainy felt sad.

Rainbow watched as Pinkie fell off the top platform and began to topple end over end towards the ground. She shot out and grabbed her just as she was about to become a pancake, catching the pink mare in her hooves. “Wow, two saves in one night,” she mused with a dejected smile. To no surprise, Pinkie was in worse shape. Even after a fall like that, the pink mare would always jump right back up. However, now there was nothing in her eyes. Rainbow watched as Pinkie’s signature mane deflated. “That’s not good,” Rainbow frowned.

-----

A section of the ship’s hull opened up to allow Brainy to enter the inside. He walked up to where his other body stood triumphantly in front of the defeated Twilight Sparkle. His metal pony body stared at several screens in midair, scenes of ponies running for their lives and fires beginning to break out from mass panic. The shell turned to him. “It is good to see you are unharmed, Primary.”

Brainy did not respond as he watched to footage on screen. “Is this live?” he finally muttered.

The shell turned back to the screens with him. “Yes,” replied the metallic cold voice. “They are acting as all organic life has in these situations before. They will prove no different. You agree?”

Brainy turned to his shell, his face still as emotionless as always. “…Yes.”

“Good,” replied the shell as he lifted a hoof and swiped a new screen up. It showed the city from a horizontal view point with the ship at its center. Below the ship a grid of lasers spread forth and began to descend on the outskirts of the city. “Then we can begin collecting.”

Celestia had been locked away in her chambers for nearly three days now. All her efforts were going into charging the spell that would bring about the end of a monster and spare her ponies from any harm. At first when she had her prophetic dream of the creature she couldn’t believe such a thing could exist. However, after peering into the future for answers her worst fears were realized. Without this spell, the creature would annihilate her world and enslave her ponies. She saw the death and the apocalypse it caused, and it was the most terrifying thing she’d ever seen.

The princess of the Sun let out a breath she’d been holding for quite some time as her eyes shot open. Nopony else would be able to tell but Celestia knew. She had completed the spell and its power surged within her, just begging to be let loose. The new task would be to hold it in until she reached Manehattan to aid Twilight. She stood from her bed as wave of nausea rushed over her. She grabbed her head to steady herself as the door to her chambers burst open. “Princess!!” a young guard shouted urgently.

“I told everypony that I was not to be disturbed,” Celestia shot back, causing the guard to flinch.

“Apologies, princess,” the guard muttered. “But you also said to warn you if any urgent news had come from Manehattan.”

Celestia’s eyes widened. “Yes?”

The guard rubbed the back of his head, unsure of how to break the news to his princess. “Well, it seems the city has been… encased in some kind of unbreakable dome.”

-----

Applejack and Rarity rushed to join Rainbow Dash, Fluttershy and Pinkie as they headed for the exit. Many other ponies hadn’t been so calm and the five friends found themselves trying to get through a stampede. “How in the hay are we gonna get out of here?” Applejack yelled as she held her hat down to keep it steady.

Rainbow looked up as she saw Sptifire, Soarin and Lightning Dust fly by. “Hey!” she called out, getting their attention. The three flew down and grabbed AJ, Rarity and Pinkie. Rainbow rolled her eyes as she had to carry Fluttershy who seemed to have curled up into a ball. They landed just outside the stadium facing the bay. Each pony let their mouth hang open as they saw what had just landed in the water. Lines of light had pierced the bay’s surface and drove the water down creating what appeared to be a small parting in the ocean. Rainbow turned her head as she followed it and saw that the lines of light had done more than part the water. They passed over the bridge out of town and seemed to cut it clean in half. Rainbow gulped as she looked up and saw that the lines were coming from the giant skull in the sky. “Can somepony please explain to me just what the hay that thing is!?!?”

Fluttershy muttered something to herself. “Monsters. Metal monsters. In a cage. Birds in a cage.”

Rainbow turned to Pinkie for answers. “Pinkie, you were up there when that tendril took Brainy. What did it want with him?”

Pinkie’s face was still crestfallen as she never lifted her head to respond. “I… think Brainy and that thing are somehow connected.”

AJ reeled at her. “You mean Brainy’s behind this?” she exclaimed.

Pinkie pursed her lips as her eyes grew angry. “No! I refuse to believe that! Brainy didn’t look like he enjoyed what was happening, he looked… he looked…”

Rarity walked forward and laid a hoof on her shoulder. “He looked what, dear?”

Pinkie finally lifted her head. “He looked guilty.”

-----

Brainy examined the screens as more and more ponies began to panic and run for their lives, most finding out the hard way about the domed barrier around them. The shell turned to him. “I have done all I can do, Primary. The final act must be made by you.”

Brainy showed no emotion as he continued to watch. “…Prepare for download.”

The shell nodded and turned back to Twilight as it lifted a hoof and the tendrils restraining her were lifted into the air. Brainy turned from the screens as he walked over to where Twilight had just been sitting, passing her nearly unconscious body.

With her last bit a strength Twilight grabbed Brainy’s arm and looked him in the eye. “I saw what you did,” she whispered painfully. “I saw you save those ponies… Why?”

Brainy looked at her for a moment with his blank expression. The shell walked forward. “Is everything functional, Primary?”

Brainy lifted his arm from Twilight’s grasp as her hoof fell to the floor and the princess finally was knocked out cold. Without another word Brainy placed himself on the control seat and sat up straight. “Proceed.”

The shell waved another hoof and a new metal cord appeared from above. It snaked down slowly and gracefully toward Brainy. He was finally back, about to be reunited with his perfect self. His perfect body. If Brainy truly had emotions he would smile. If he had emotions? No. Brainy had experienced many emotions over the past two days.

Twilight’s question reappeared at the forefront of his mind. Why did he save those ponies? Even if there would be casualties that was no reason to exert the extra energy to save a mere ten or twenty lesser life forms. But he did, and they loved him for it. They loved Brainy for who he was, as Pinkie said. Brainy. That’s right. He had stopped referring to himself as Brainiac quite a while ago. But why? Brainiac was who he was. What he was. He was perfection. He was knowledge. He would collect all the knowledge of the universe without fail. He…

A single phrase passed through his head. One that he had heard many times throughout the past days. A phrase that a pony who claimed to be his best friend had told him. A best friend he had failed to save. “You don’t have to do anything.”

The cord slithered through the air behind his neck as it came in to download his mind. But in the last second Brainy caught it with a hoof, smacking the cord away. The shell tilted its head in confusion as I gazed up at its other emotionless counterpart. “Primary?” Brainy quickly turned his gaze to Twilight who still hung from the metal tendrils and the magic siphoning device. With a swift jump, grabbing the tendrils as he did so, Brainy leapt over her and tore her free from the siphon. The unconscious alicorn fell to the floor with a thud. The shell looked on with no sign of reaction. “Why did you do that?” Brainy looked back at the dreadful metallic reflection and let loose with a buck to control chair. The seat crunched under his massive strength and flew off hitting the side of the ship. The shell finally stopped looking on in disbelief and finally did something as it raised a hoof and summoned hundreds of tendrils to fly out and attack Brainy. They wrapped around his arms legs and midsection lifting him into the air. The shell walked forward, its hollow glowing eyes staring up at him. “It seems I was correct in my assumptions. The organic flesh you are housed in has corrupted you.” It waved and a new cord shot out headed straight for the back of Brainy’s head. However, in a burst of speed and strength, Brainy ripped his right hoof free from the tendrils and batted the cord away once more. This time shattering it with the force of his blow. More tendrils shot out and grabbed his hoof again. The shell continued to stare blankly at him and let itself float up to see him eye to eye. “Why do you struggle? It is not logical. You are Brainiac. You are knowledge. You are logic incarnate.”

Brainy stared back. “Yes, I am Brainiac,” he stated. “But I do not have to be.” In another amazing feat of strength, Brainy flexed and tore apart the tendrils holding him. The shell flew back as Brainy hit the ground and jumped right back up towards it, delivering an uppercut that blew in some of the chrome teeth on the shell’s skull. The shell reacted by diving toward him and driving into his chest. The two were pushed along the deck until they blew through a wall. Brainy struggled with the shell for a few moments before clapping his hooves against the sides of its head and squeezing. The metal skull made a loud crunching sound as it collapsed under his pressure. Brainy lifted the heavy deadweight off of him only to be greeted by a new sight. He was in the shell repository with hundreds of both the humanoid and pony shells hanging around him. The eyes of every one began to glow an eerie purple as they all turned their head at him. Brainy let out a sigh and returned to a fighting stance.

-----

Applejack scowled as she looked up at the metal skull floating above them. “I guess it doesn’t matter whose fault this is. What matters is that we’ve got a friend up there in need and all we’re doing is yammerin’ and hawin’!”

Rainbow nodded in agreement. “Lighting! Care to do a little pre pre Wonderbolt training?” she smiled.

Lightning Dust grinned back. “Oh hay yeah!”

The two pegasi shot off into the sky and charged at the skull. But before they could even reach tendrils the two slammed into the lines of light. Rainbow rubbed her head. “Ow! What the?” She felt along it as it seemed to be completely solid. To her surprise she noticed the lines of light beginning to harden and fill in with an opaque glass like substance. It started at the top where they were and was spreading fast downward. “Oh no.”

-----

Brainy felt his brain shake in his skull as one of the humanoids delivered a haymaker to the side of his head. He tried to shake it off but another pony shell attacked him from the back and put him in a full nelson. The shells approached him slowly like a pack of wolves coming in for the kill. Brainy grit his teeth as he flexed his arms as hard as he could and flung the shell holding him over his head and into the crowd.

With the slight distraction, Brainy leapt back through the hole he and the first shell had made. He was back in the hub of the ship and he dashed over to where the control seat had once been. While he couldn’t do anything to control the ship in his current state on the chair, with it out of the way he had full access to motherboard of the ship. He could stop the dome process. Brainy rearranged various wires and began to reroute systems. He risked a look at the screen which showed the dome’s calcification had reached nearly ten percent. He didn’t have much time.

He caught a glimpse on the side of his vision as another humanoid shell tackled him from the side. Luckily he had time enough to dodge, but found it fruitless as the tackle had been a trick. The real danger rearing up behind him. A squadron of four pony shells flew down and crashed into him tearing him through the bannister and down into the depths of the ship. Three shells held him down while another walked forward menacingly. “Surely you do not expect to survive this futile fight?” it asked dryly.

Brainy smiled. “I would not count me or these ponies out just yet.” Suddenly the whole ship began to tilt forward and the three shells let go, the forth flying toward Brainy uncontrollably. Brainy planted himself and delivered a strong right to the shell and watched its head fly off.

“What did you do?” one of the shells asked.

-----

Outside the ship many ponies in the city slowly stopped their mindless fleeing and vandalizing to stare at the metal skull above them. Techno music seemed to be coming from it now and the skulls tendrils wrapped tightly around each other to form four large tendrils. The skull bent forward and raised its back tendrils in the air, almost seductively.

Rarity looked on with her jaw hanging. AJ felt her eye twitch. “Is that…” she began to ask.

“That’s the music that was playing at my fashion show,” Rarity uttered.

“And is that thing…”

“It’s… posing?”

Pinkie looked up at this, her hair beginning to reinflate. “Brainy?”

-----

The shells regained their balance and reassumed their attack on Brainy. “Your ploy for time has proven nothing,” one said. “You are only delaying the inevitable,” another continued.

“Maybe so,” Brainy replied with a small grin. “But I’ve never had so much fun.” Brainy spread his arms out as the ship tilted again. Two of the shells came flying back his way as their heads were knocked clean off by his open hooves. The final shell was smart enough to lift itself off the ground. Behind him he could hear more of the shells running his way. Brainy looked back up and jumped forty feet back onto the main control deck of the ship, the shell following him close behind. He dodged out of the way as the shell plowed through the hole and rose into the air. During that brief moment of the shell’s arc and fall, Brainy jumped at the open control board once more and messed with it again. He looked back at the shell as it descended and grinned as its descent came up short. The shell tore through the deck once more and lodged itself at the bottom. Brainy looked down to see most of the shells struggling to lift themselves from the floor.

Brainy had turned the gravity quite high, rendering all the shells super heavy and unable to lift themselves. Brainy himself was beginning to feel the strain as well, but his invulnerable body kept him safe. But a thought crossed his mind, there was somepony here who wasn’t invulnerable. His eyes grew wide as he turned to Twilight still on the floor of the deck. The alicorn’s wings were pressed to the floor and she seemed to be awake now as she panted, clearly having trouble breathing. Brainy cursed as he turned back to the control board. The gravity was the only thing keeping the shells from attacking him but it was also killing Twilight Sparkle. He knew he wouldn’t have time to lower the dome and keep her alive so he made the only decision he could. The only decision Pinkie would make. Brainy turned off the gravity.

He sighed with relief as he saw the princess breathing regularly again, however it was short lived as several shells burst from the floor and grabbed his hooves. They began to drag him down, but Brainy was able to make one more slight change to the control board as they pulled him below.

He landed in a pile of the shells as they began to dogpile him. With a loud scream of pain and strength Brainy lifted the mass off of him and tossed them aside, three humanoid shells standing by waiting for him. “You were foolish to give up your only advantage,” one said.

“Most likely,” Brainy replied. “However, the price was too much to pay.” He grit his teeth as the three charged him, he had to wait just a couple more minutes, then the routine he programmed in would take effect. He held his hooves out to stop two of the shells but the third blew right past and socked him in the jaw, hurtling him back.

“You speak as though you have developed feelings for these lesser organisms,” another shell spoke.

“Perhaps I have,” Brainy replied, wiping away a trickle of blood. All three shells flew toward him again, but this time they split up, attacking him from three sides. Brainy could think of no other recourse but to jump in the air as the three shells collided beneath him. Brainy brought his hooves down on two of the shells’ heads, but the third one got away. It righted itself and stared at Brainy with a large dent covering and deforming it right eye.

“This is simply further proof that you have been corrupted by this place,” the shell said, slightly garbled in its words. “Perhaps the magic of this world is too unpredictable even for an intellect such as us. There is still time to right this wrong.” The shell’s eye flashed purple as it sent a new command to the ship. Brainy’s eyes went wide.

“What did you do?” he asked.

“I have started to correct the problem,” the shell replied coldly.

-----

Rainbow continued to push against the barrier, starting to feel pretty useless. She kicked it in frustration. “Oh come on!!” The glass like substance had almost completely overtaken the city and Rainbow scratched her mane in frustration as she saw the last of it go beneath the waves of the bay. “Damn it!!” She turned to Lightning Dust who had also stopped kicking the barrier. Her face was pale.

“What now?” she asked.

Suddenly the barrier began to glow. At first Rainbow saw no difference, then she looked out over the bay. The parting in the water that was from the barrier was moving inland, toward the city. She felt a hard surface bonk her on the back of the head as she looked up again. The barrier was descending and receding in. The barrier was shrinking with everypony still inside. “Oh buck.”

-----

“It was a simple order of keeping the dome’s miniaturization while denying the living organisms’,” the shell explained. “Now after this city is destroyed we will move on to capture another. Every city is the same.”

Brainy racked his mind for a solution. He needed his subroutine to kick in. Now! Brainy dashed forward and delivered a leg sweep to the shell which toppled over. He followed with a quick elbow down on its carapace and felt the inner working smash beneath him. He got up with a pant of relief but was sidelined by another squadron of pony shells. They flew and pushed him into another wall, Brainy landing on his back staring up at a very familiar device.

“You recall this chamber, I see,” one of the shells said. Brainy did. The large glass tube in the center of the room was unmistakable. “This is what you truly are. A few stray strands of DNA woven together. A compilation of features and characteristics, not meant to be truly real.”

Brainy stood and looked at the pony shells beginning to surround him. There were five. He backed up until his flank touched the cloning chamber in which he was created. “You are a false impression, right now,” another shell spoke. “Don’t you wish to become an idea once more? Everlasting. Beyond the primitive morals and virtues of organic life.”

Two shells jumped at him. Brainy got down into a strong stance and intercepted their leaps, grabbing them by the heads. With a massive swing he collided them together and the two fell apart. “You will die like this,” a third shell spoke. “Maybe not today, but later on your flesh will fail you. You cannot be immortal.”

Brainy noticed a new group of humanoid and pony shells entering the room and he was forced to jump behind the cloning chamber for protection. He had moments left. Brainy racked his mind for an answer but came up with nothing. Then something caught his eye. In the back of the chamber were files and cabinets of test samples, one file popped out to him. A bold red “S” emblazoned on its center. What would he do, Brainy thought.

The cloning tube protecting him shattered and the pony shells began to advance. Brainy had no more time to think as he ran to the file cabinet and pulled out a small container of green liquid. He knew what this was. What it would do to him and who it would make him like, but that didn’t matter right now. He had to act. Brainy unscrewed the container and gulped down the contents, his stomach churning as the stuff began to digest immediately and race through his bloodstream. A pony shell leapt forward and slammed him into the wall, its hollow eyes glaring into him. “You have truly fallen if you believe that his genetic material can save you,” it said. “You have not even absorbed any sunlight.”

“Maybe not,” Brainy grinned painfully as the liquid coursed through him. “But you forget how hard headed Kryptonians can be.” Brainy slammed a headbutt into the shell and blasted its face apart as it crumpled to the ground. By his calculations, without having absorbed any sunlight, Brainy had maybe five minutes of Superman’s powers. He watched as all the shells now drove forward to swarm him. “Let’s try this one out,” he muttered. Brainy focused his eyes and let loose a powerful blast of heat. All the shells were unprepared for this and began to melt before him. When the threat seemed to be gone, Brainy tried to stop his heat vision but found he couldn’t. He turned tried to fire off into an area that wouldn’t be harmful to the ship.

-----

Pinkie, AJ and Rarity all looked up at the posing metal skull in the sky with looks of awe and confusion when suddenly a large burst of flame and smoke erupted from its rear making a very improper sound. “Did that just…” asked Rarity.

“I’m not touching that one,” AJ said.

Pinkie let out a small giggle as her mane poofed up just a little more.

-----

Brainy was finally able to close his eyes and stop the heat vision, just as he noticed the sound of a new wave of shells coming up. He didn’t have much time. He dashed out of the chamber, much faster than he ever could before and jumped up to the deck. To his surprise he floated there in midair at the apex of his jump, the control board right below him. Brainy wasn’t sure about the mechanics of organic flight so he merely spun around as he tried to land. “Well, this isn’t good.”

Loud bursts sprung up all around him as shells began to pour out of the walls and floor. They were clawing their way out like cockroaches and there had to be hundreds of them. Brainy stared in futile anger as the shells congregated on the deck, two of them grabbing Twilight Sparkle and holding her up, a hand around her neck. One pony shell stepped forward. “It seems you did not think your plan through.” The humanoid shell holding Twilight was the next to speak. “Surrender now or she dies.” Brainy grit his teeth. By his count he still had about thirty more seconds till his subroutine. However, the shells would realize if he was stalling for time. He had no choice. Brainy raised his hooves resignedly. Two pony shells flew up and grabbed his hooves, placing them behind him. “Now this charade will come to an end,” they said. A familiar metal cord lowered from the ceiling to hover behind Brainy’s neck. This was it. He had no doubt that once he was back in the mainframe everything he had seen, heard or experienced would be purged. He would be Brainiac once more. Brainy, just being a forgotten dream. The cord moved forward to plunge into his neck. Brainy closed his eyes in acceptance.

Then it all stopped. After a moment of nothing Brainy lifted an eyelid and saw that all the shells had stopped moving. Even the cord behind him hovered for a second unsure of what to do. “What?” came a voice from the entire ship. “What have you done to me?”

Brainy smiled. What do you know? His count had been wrong. He flexed and broke the arms off of the dead shells holding him and then proceeded to rip out the cord. With all his concentration he flew down to the deck and landed on one of the shell’s heads, knocking it over quite easily. “A simple subroutine,” Brainy replied with a hint of satisfaction. “I cut off wireless control, thus rendering the shells useless. Also you may have a bit of a hard time controlling anything for the next three minutes. Plenty of time for me to do this.” Brainy ran to the control board and with super speed began to rearrange and redesign it. “That should do it,” he grinned.

-----

Celestia was not used to being out at night so late, let alone flying for such a long time. It had taken her nearly an hour to reach Manehattan and the sight filled her with dread. The city was encased in some kind of glass dome that shrunk around it. Above the dome was the monster she had dreamt of. It’s cold metallic teeth and hollow eyes made it look ten times worse than she could have imagined. Celestia felt the pressure of the spell she’d prepared pushing at her. She had no time she had to do it now.

She flew to top of the dome just before the skull. To her surprise she saw Rainbow Dash struggling in the dome just beneath her. Rainbow noticed her and shouted but the dome prevented any noise from escaping. Celestia’s face twisted into anger. “You dare attack my home!” she shouted to the metal monstrosity. “Threaten my friends!? For this I return you to oblivion creature!” She let the spell loose as an enormous white light shot from her horn, sending her reeling back in the air. The light converged before the skull and began to swirl until what was clearly a portal began to take shape. She looked in amazement at her own creation, shuddering at the unbelievable amount of nothing just beyond the portal. All was white and white was nothing. She had a hard time even comprehending such a place. The skull began to slowly drift into it, pulled in by her spell.

Rainbow Dash watched as the ship with her friend on it began to be sucked into a void. “Wait!” she shouted to no avail as she pounded the dome. “Princess, stop!!! Twilight’s in there!” Suddenly her hooves fell through the dome on one of her pounds and Rainbow toppled over in the air. She looked around in a daze as she saw the whole dome begin to recede and disappear, the parting in the bay filling in. Rainbow wasted no time. In a panicked rush she shot off to the princess.

Celestia frowned as she saw the dome disappear. Should it have truly disapparated that easily? The monster wasn’t even fully consumed into the void yet. She saw Rainbow Dash fly toward her. “Rainbow,” she exclaimed. “Is everypony alright?”

“That’s not important right now,” Rainbow shouted and pointed to the skull desperately. “Twilight is still in there!”

Celestia’s eyes widened with horror. She turned her gaze back to the ship and the all consuming void. “I… I can’t stop it,” she whispered frightfully.

Rainbow grabbed her princess by the collar. “Well, we have to do something!” She turned back to the skull with a determined face. “I’m going in.”

Celestia grabbed her shoulder before she could take off. “I’ll go with you.”

-----

Pinkie watched with worry as the princess showed up and opened a portal in the sky. She rubbed her hooves together in prayer for her friends as she saw Rainbow and Celestia fly into the mouth of the skull. “Please,” she muttered. “Twilight, Brainy. Please be alright.”

-----

Brainy turned to the windows of the ship, which just so happened to be its eyes. He looked out at the portal to some kind of nightmarish universe of white and nothingness. “Well,” he said dryly. “I can honestly say that I didn’t expect this today.”

“Did… you just make a joke?” a groggy female voice came from his side. Brainy looked down as Twilight Sparkle began to struggle to her feet, finally conscious again. Brainy flew over and grabbed her.

“We need to get out of here,” he said. He began to fly again but Twilight stopped him.

“Wait!” she exclaimed. “The samples. All those lives.”

Brainy knew exactly what she was talking about. Of course he couldn’t forget about all the millions of lives he had on board in their glass bottles. But how was he going to get them all off the ship in time. Suddenly a large explosion rocked the ship and two ponies flew up. One was pure white with both horn and wings like Twilight. The other was Rainbow Dash. The white one took a look at Brainy’s forehead and gritted her teeth as she aimed her horn down at him.

“Wait!” Rainbow shouted as she flew between the two. “He’s good! Brainy’s a hero.”

Celestia was not convinced. “He bares the mark of the beast.”

Twilight lifted herself from Brainy and looked to Celestia. “Princess, I know what he looks like. But he saved my life. Please, we need to work together. There are many more lives at stake here than you realize.”

Celestia frowned in confusion but raised her horn in compliance. “What is going Twilight? We have but mere minutes before this creature is sucked into the void.”

Twilight waved a hoof. “Follow me.” Within a few seconds all four were in the sample room. Celestia’s eyes went wide as she saw the bottle cities and the many inhabitants they contained.

“Heavenly Mother,” she muttered.

“You said it,” Rainbow agreed, her eyes full of wonder and fear.

Twilight looked at Celestia pleadingly. “Can you teleport them all to safety?”

Celestia bit her lip. “I… may be able to. However, I am already quite drained from performing the oblivion spell.”

Twilight sighed. “I’m drained as well.”

Brainy looked at the both of them and then at the fuel lines running above them. Normally they contained any electrical or liquid source of energy the ship could take, however now they were full to the brim with magic. Brainy turned his gaze back to the princesses. “Perhaps I can help with that.” Without a rebuttal, Brainy flew up to the lines and grabbed them. He then brought his knee up and smashed the lines in half, ether pouring from them to the ponies down below. The liquid magic slowly evaporated in the air and showered down on Twilight and Celestia. Color immediately returned to both of them as their horns began to glow with power. Celestia looked up at Brainy with a smile.

“I believe that will be sufficient,” she said. The two turned to the large collection and pointed their horns down. “Ready, Twilight?”

“Ready,” Twilight replied. The large hive of bottles began to glow brighter for a moment and then in a flash they were gone. Twilight and Celestia sighed with relief and Rainbow punched the air in victory.

“Aw yeah!” she shouted. “What else you got for us you big metal egghead?”

“Plenty,” a cold metallic voice replied. Brainy flew down to intercept them as two metal tendrils flew out to stab the princesses. He batted them away and then ripped out the tendrils from the wall for good measure. That didn’t stop it though, as more tendrils began to come from the wall. “You’re time is up, Primary. I may not have access to the shells anymore but I still control everything here.”

Brainy turned and focused his eyes on the wall of the chamber. A large beam of heat blasted from him and made a huge hole in it. He quickly proceeded that with a gust of super breath to push the ponies out the hole before it could close. They skidded across the floor and flew out the hole just as many tendrils swarmed it. “No!” Twilight shouted as she tried to go back for Brainy. However, the hole was already sealed. Twilight pounded at the wall trying to get back in. “We need to go save him!”

Celestia grabbed her from behind as another tendril shot out and tried to grab her. They flew away to a safe distance, now seeing that the ship had been almost two thirds consumed by the portal. “I’m afraid we don’t have much of a choice,” Celestia lamented.

-----

Inside the ship, Brainy continued to fight for his life. Hundreds off tendrils were flying at him, wrapping around his arms and legs and even neck. Brainy kept struggling but the more tendrils he broke the more he felt his strength begin to fail him. He was still strong to be sure, but Superman’s DNA was fading. Before long the tendrils overwhelmed him and he was covered in a thick metal cocoon. He looked up as another cord lowered from the ceiling, just like the ones before. “Now,” said the ship. “We will finally have our answer. Just what has corrupted you, Primary?” Brainy grit his teeth and screamed as the cord finally plunged into the back of his neck. His scream was cut short as his eyes went blank and his mouth hung open. For all intents and purposes, Brainy the pony was dead.