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I will be everything there has ever been, Kryptonian. I will be evolved into perfection.
— Brainiac

Vril Dox, alias Brainiac, is a brilliant Coluan scientist. At some point, he cloned himself to get a lab assistant; the clone would later be called Vril Dox II. He acquired a spaceship and used it to go on a journey, acquiring knowledge and using his robotic drones to capture living various alien species. Along the way, he came to the planet Krypton during the time of General Zod, and kidnapped the entire city of Kandor. He also created a remote scout unit, which was programmed to think it was the original Vril.

The remote scout unit came to Earth as a cloud of nanomachines, and took over the body of sideshow mentalist Milton Fine, who worked under the alias "Brainiac". Needing cranial fluid to maintain his possession of his host, Dox went on a murder spree. He later discovered Fine had genuine psychic powers, which he frequently used.

Brainiac was later captured by Lex Luthor, but used his powers to wrest control of Lexcorp away from him. Under his mental domination, Lexcorp scientists recreated his Coluan form. The diodes in his head now increased and stabilized his mental powers, as well as allowing him direct access to computer banks. He continued to plague Superman, using a combination of mental powers and computer control.

Battle vs. Ultron (by Godkombat21)[]


New York City-Approximately 12 Hours since Brainiac invaded

It all happened so fast. Ultron had just fallen when that hellish ship appeared over New York. The Avengers hadn't even had a chance to respond before the invasion started. The city, usually bustling with human activity was now teeming with legions of robotic drones, rounding up people like cattle. The Avengers were stretched thin, even with their reserved members, the seemingly endless amount of robots pooring out of the Skull ship above was proving more than a handful. All the while the mastermind behind it all sat upon his throne in his skullship, watching as Earth's mightiest heroes tried in vain to repel his invasion.

"Vile invaders!" Thor, the god of thunder, raised his hammer to the sky as lightning pooled power into it. "Feel heaven's wrath!" He then slammed his hammer into the ground, causing a shock wave which blasted all nearby drones to bits.

Captain Marvel flew high up into the air, her body glowed bright briefly before firing a massive beam of energy in a line in front of her, incinerating all robots in her path. Nearby the Hulk roared as several pieces of what used to be robots, were flung aside. "HULK SMASH PUNY ROBOTS!!" He snarled crushing yet another drone his is massive paw. Elsewhere, heroes like Wolverine, Spider-man, Luke Cage, and many others did their best to repel the ever advancing invaders, but with each hord of drones they destroyed, another bunch seemed to descend to Earth. At that moment Thor took notice of the fact, they all seemed to be coming from the skull ship hovering above them.

"There friends!" He said aiming his hammer in the ships' direction. "If we destroy the vessell, then victory will be within our grasp!" With that Thor hurled himself towards the skull ship, with Captain Marvel following close behind and even the Hulk, having lept towards the ship. Brainaic didn't even flinch at the three bodies rapidly approaching his ship. "Shields..." He said nonchalantly. Just before Thor could strike the ship with his hammer, his blow was repelled by a powerful forcefield which blasted the thunder god with a massive concussive force. "Thor!" Captain Marvel called out as the thundergod went hurtling to the ground. The Hulk, roared before colliding with the forcefield, meeting the same fate as his comrad. Brainiac smirked as he watched from his ship. "All brawn no brains..." He scoffed. "Such a waste of potential..."

Stark Tower-

Both Iron Man and Captain America appeared to be at their wits end. Brainaic's invasion had just began half a day ago, and yet for all their efforts, it seemed they had hardly even put a dent in his forces. It hadn't helped that his invasion came right after a grulling fight with Ultron who now stood barely contained within a status field in Stark Tower. All the while Captain America paced back in forth, the situation seemingly becoming more desperate by the minute. Suddenly Captain Marvel's voice rang through the communicator.

"Captain, Tony!" "Carol, what's the situation down there?" Steve asked, his concern evident.

"Not good, these robots keep on coming no matter how many we smash! And what's worse that ship seems to be protected by some sort of forcefield, not even The Hulk could get through!"

"Oh great, more good news..." Tony snarked. "We're throwing everything we got out here, even the X-men have joined to party! I'll try and fine a weak-" The feed was suddenly cut off by static.

"Carol? Carol!" Steve tried to reestablish contact to no avail.

Suddenly the rooms lights began to flicker as if something was trying to shut of the power. At that point, Brainiac's face appeared on several television screens in Stark Tower.

"Tony Stark..." "Oh great," Tony rolled his eyes under his helmet. "come to gloat egghead?" "I seek the one you call Ultron..." Brainiac said emotionless. Ultron leaned in from within his prison clearly intrigued.

"Ultron?" Tony turned to him. "Why? Planning some sort of super-villain teamup?"

"Ultron's unique code has peaked my intrest, I wish to further study his advanced AI. Bring me Ultron and I will allow your planet to live."

Tony scoffed. "Really, you'll just go away like that? Right, I wasn't born yesterday Brainiac, even if you'd honor that deal, I wouldn't take it."

"Your cooperation, while it would have been appreciated, is not mandetory. As we speak my harvester ships are already preparing to extract your major cities. In approximately 12 hours, your planet will be no more. You have 12 hours to reconsider my offer."

With that Brainiac's transmission shut off, and Carrol's voice flooded the communicator. "Steve? Steve?! Are you there?!" "You're back online Carol." "Steve what happened up there?!" "Brainiac happened." Suddenly Tony but in. "Yeah and now we have about 12 hours before the Earth gets blown to bits."

"Oh great, so what's the plan?" Steve and Tony turned to eachother, then to Ultron. "Get everyone back here and we plan our next move."

"Understood, Captain Marvel out."

"Hmph, such a feeble strategy." Ultron scoffed.

"Oh that's funny comming from the tin can stuck behind the statis field."

"Your little 'prison' is nothing more but a minor inconvenciance I could free myself with little effort and destroy each and everyone of you."

"If that's the case Ultron, then why haven't you?" Steve said cocking an eyebrow.

"Because you need me human."

"Ha! Yeah like we need another psycho robot out there." Tony snarked.

"Face the facts human. Your efforts so far have proven useless, at this rate your planet will be ashes before you can even comprehend your situation. If you truly wish to beat this 'Brainiac' creature, you'll need the only being capable of matching him: me."

"And just what makes you so sure you're a match for egghead huh?"

"How many times have I proven to be your better human? Time and time again I have made you Avengers look like fools, and so far Brainiac has proven just how inept you humans really are. If you really wish for your planet to survive, you'll allow me to face this alien..."

Steve seemed to be weighing his options as Tony only chuckled.

"Can you believe this guy? Just how dumb does he think we are?"

"He may have a point Tony..."

"Wait, what?!"

"We've thrown everything we have at Brainiac and none of it's done a thing."

Tony stepped foward. "Steve, are you even hearing yourself right now? We're talking about Ultron, freaking Ultron! The same Ultron that tried to kill us ten times over! It took just about everything we've got to contain him and now you want to let him out?!"

"We're out of options Tony! He may be our best chance-"

"He may just make things worse! What if he's just ends up helping Brainiac kill us all?!"

Steve placed a hand on Tony's shoulder. "Look Tony, lets regroup, weigh our options, then make our decision." He turned to Ultron, who now crossed his arms as he was enjoying the discord. "He may be our only chance to stop Brainiac..."


"Well Tony..." Captain Marvel placed a hand on his shoulder. "As much as I hate to say it, I think Ultron might have a point. Our best bet is to fight fire with fire here."

"Oh right let out one homicidal maniac in hopes that he'll beat the other homicidal maniac?" Tony said dripping with sarcasm. "You guys realize just how stupid that sounds?! How can we know we can even trust someone like him."

"Simple, human, you can't." Ultron said butting in.


"However, the simple fact right now is that we have a common enemy."

"Really? Just what beef could you possibly have with Brainiac?" Tony stepped up towards Ultron (Still behind the statis feild) "If anything it seems to me you want the same thing."

"True, however, like it or not I am currently stranded on this planet. Should Brainiac succede, it is likely I would be destroyed along with the rest of you. So for the time being we have a common enemy..."

Carol turned to Tony. "What's that saying? The enemy of my enemy is my friend?"

Tony sighed shaking his head in frustration.

"We're waisting time here Tony." Steve pointed out. "It's no or never, and Ultron's our best bet at beating Brainiac."

Tony took a deep breath, swallowing his pride. "Ugh, fine..." He pointed towards Ultron. "but the moment this is over, you're going back in that cell, got it?"

Ultron chuckled. "You may try human..."

10 minutes later

As the streets still flooded with Brainiac's robotic legion, Tony, Carol, Thor, Ultron and several others hovered in front of the skull ship.

"Jarvis, get me a reading on that ship. See if you can find any visible openings."

"Right away sir."

Jarvis scanned the ship up and down in less then a minute.

"The only clear opening I could find on the ship appears to be the mouth of the skull sir."

"Then that's how we get Ultron in."

"There's still the issue of the ships forcefield sir."

"We'll think of something. Everyone, on me." Tony commanded as he made a break for the skull ship.

Everyone followed suit, with Ultron flying beside Tony.

"Thor, think you can short out that forcefield with some lightning?"

Thor nodded as he began summoning storm clouds around him.

"For Midgard!" He bellowed before directing a massive bolt of lighting towards the skull ship.

Thor's lighting struck true striking the skull ship, shaking up Brainiac who responded with minor annoyance.

"Warning! Systems compromised! Shields offline!" The Ship's systems warned.

"Good news sir, the shields are down." Jarvis informed.

"Good, alright everyone, lets get in there!"

No sooner had Tony said that, a wave of fighter ships poored out of the mouth of the skull ship.

"Oh crap..."

Captain Marvel, Thor and Sentry, all immediately began smashing the ships as they fired uppon them. Tony began shooting down the ships that fired at him. Ultron seemed to barely acknowledge them, non-chalantely blasting a few out of the sky as he b-lined straight for the opening on the skull ship. Tony noticed as Ultron vanished into the mouth of the ship.

"Everyone keep these guys busy, I'm going in!"


Tony touched down cautiously, knowing someone like Brainiac he made sure to keep a look out for any traps the coluin may have set. As he made his way through the interior of the ship, Jarvis alerted him.

"Look alive sir, I'm detecting several hostiles straight ahead."

No sooner had Jarvis said that, a horde of Brainiacs' robots came charging forward, Tony readied his repulsor rays, but to his surprise, the robots were almost immediately incinerated as Ultron revealed himself behind them.

"Huh, never thought I'd see the day, I'd need help from Ultron."

"Like I said human, until Brainiac is eliminated, you have nothing to fear from me." Ultron urged him foward. "Now come, I sense he's nearby."

The duo continued further into the skull ship, keeping a sharp eye out for the alien invader himself. Eventually they stumbled upon a peculiar room full of various cities placed on display.

"Astounding..." Ultron said approaching one of the cities. "An entire city perfectly preserved..." He took a closer look. "and with it's inhabitants intact."

"Hey we're not here to admire this guys handywork." Tony said incredulously. "We're here to shut him down!"

"An unlikely outcome..."

Before either of them could react, a mass of robotic tendrils emerged from the shadows, entangling Iron Man and dragging him kicking and screaming deeper into the interior.

"Hmph, how predictable..." Ultron groaned.

At that moment Brainiac emerged from the shadows, eyeing Ultron with a look of intrigue.

"Brainaic, I presume?"

"Yes, and you must be the android Ultron?"

"The one and only."

"I see have been admiring my collection." Brainaic said walking over to one of the cities on display.

"Your collection is impressive, such a vast amount of life." There was an air of disgust as Ultron spat out those two words.

Brainiac noticed his disbain.

"Tell me Brainiac, for what purpose does this little collection of yours serve?"

"Hmph, I suppose an AI such as yourself wouldn't understand the value of my knowledge. Seeing as you as you destroy what you should study..."

"Ending huminity is a kindness, a stepping stone in achieving peace."

Brainiac smirked. "You say that, at yet you ally yourself with humans in this feeble attempt to oppose me."

"The Earth is mine to cleanse not yours to collect."

Brainiac scoffed. "And here I thought we could understand each other."

Ultron readied his Concussive blasters, just as Brainiac's back was to him, he fired, but found his blast hardly phased Brainiac.

"How predictible." Brainiac turned to face Ultron. "Very well, then just try and oppose me."

Without hesitation Ultron shot forward, readying to punch Brainiac but found his fist caught in midair.

"Pathetic." Brainiac tossed Ultron aside, but he easily recovered.

Brainiac then punching foward striking Ultron twice before Ultron caught his fist and blasted him in the stomach, causing Brainiac to stumble backwards. Brainiac growled as he regathered his bearings. "That won't happen again..."

Ultron began firing his concussive blasts at Brainiac again but this time found them blocked by a powerful forcefield.

"Well then, I'll just have to take a different approach." Ultron then ripped a massive chunk of the nearby wall, slamming it on top of Brainiac and seemingly burying him under a pile of rubble.

Ultron then took the chance to blast it with his concussive blasts causing the rubble to explode. No sooner had he done that though, a robotic tendral snatched him and flung him asided like he were a toy. As soon as the smoke cleared Brainiac revealed himself, still safely behind his sheild controling the ship remotely. Ultron grabbed the tendril ripping it off the wall. As he flew off deeper into the ship.

Brainiac growled just before summoning a hoard of his drones.

"Seize him!" He commanded as they marched off in Ultron's direction.

Ultron continued deeper into the ship until he came to a room containing a massive control panel, at that point he landed.

"Ah yes, the master control." He stepped up to the control panel examining the bizzare tech. "Hm, peculiar..." He placed his palm on the center control. "But nothing I cannot handle..."

Ultron's systems began going to work almost immediately.

Suddenly a cryptic warning echoed through the ship. "Warning, systems override detected! Deploying firewalls!"

Ultron played no mind, knowing his hack must have been working with the ships' defenses flaring.

"My ship!"

Ultron turned only to be struck with Brainiac's fist causing him to release his grip on the control panell.

"You will not destroy my collection!"

Ultron chuckled as he got back on his feet. "It's too late Brainiac, as we speak my program is overriding your neural network. Soon this ship will obey to the will of Ultron..."

Blinded by rage, Brainiac tried to punch Ultron, only to have him catch his fist.

"I can all ready see it's effects." With one mighty yank, Ultron ripped Brainiac's arm off, shocking the Colluin.

"What?! Impossible!"

"Without your ship you're weak." Ultron blasted Brainaic, causing him to fall to the ground. "Nothing more than a megalomaniac with delusions of grandure..."

Brainiac coughed, glaring at Ultron still unyeilding. Ultron lifted him up his Visor begining to glow.

"Nothing more than another insect to Ultron..."

"Perhaps than, it is time for an upgrade..." Suddenly with his one free arm, Braniac grabbed Ultron's head.

"What are you-" Ultron was several wires emerged from Brainiac's arm latching on to Ultron's head. "No!" He grabbed his arm trying in vain to remove his grip on him. "I won't allow-"

Suddenly Ultron and Brainiac's body went limp.

A few moments passed before Ultron's body lit up once more. But spoke with Brainiac's voice.

"Brainiac systems online." "Ultron" Said rising to his feet.

He took a breif moment to examine the aspects of his new body before turning to the control panel and placing his palm back on it.

"System override terminated...Brainiac back online."


Tony blasted through another wave of drones, panting heavily.

"Jarvis how much time we got left?"

"Power at 30 percent."

"Ugh great, guess it's now or never" Tony said firing up his rocket boots. "Let's find Brainiac and shut him down now!"

Tony flew through the interrior of the ship keeping a sharp eye out for the Collun, eventually he stumbled upon Brainiac's throne but much to his surprise, Ultron sat upon the throne...or so he thought.

"Ultron?" Tony said landing in front of him. "I'm guessing you took down old egghead?"

"The intelligence known as Ultron is no more..." Brainiac's voice boomed. "This unit obeys the will of Brainiac."

Tony grited his teeth. "Oh great..." He powered up his repulsor rays. "Guess there's no holding back now..."

Brainiac scoffed as he rose from the throne. "Very well human. Your end comes now..."

Winner: Brainiac[]

Expert's Opinion[]


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