The Amazing Brainiac The Prose Version

By Jon B. Knutson (

Summary: Lois and Clark have a night on the town, taking in the stage act of the mentalist Milton Fine, also known as "The Amazing Brainiac." Interviewing him later, they learn Fine believes his mind is being taken over by a discorporeal alien named Vril Dox. Disgusted, Lois calls the interview to a halt, but they haven't seen the last of Fine — or Vril Dox.

Loosely Based on "The Adventures of Superman" 438, by John Byrne and Jerry Ordway

Hello, all… this is the expanded version of the outline I'd originally posted to the list, so there won't be many surprises… but hopefully, the addition of characterization and dialogue will make up for it!


Lois Lane was in a bad mood that day … and Perry White wasn't helping her mood any.

Every time Lois ran into Perry, he was humming one Elvis song or another, and it was beginning to give her a headache.

It wasn't that Lois didn't like Elvis songs; it was Perry's insistence on humming them since eight that morning that was starting to get on her nerves, and it was making it difficult for her to finish writing her story.

Clark, on the other hand, didn't seem to be bothered by it one whit, which annoyed Lois even more. Oh, Lois knew why Perry was in the mood to hum Elvis songs, and she blamed herself partially. If she hadn't mentioned to Perry some weeks ago that Steve Berion, one of the newer breed of Elvis impersonators, was going to be performing in Metropolis, it was possible that Perry wouldn't have picked up tickets as soon as they were available, and wouldn't have been humming those songs all day long.

Possible, but not probable. In all the time Lois had known Perry, he seemed to always be the first person in Metropolis to know about any Elvis-related event. Originally, she had felt quite pleased with herself to be able to "scoop" Perry with the news.

But she was beginning to regret it now, especially when out of the blue, Clark started humming "Viva Las Vegas."

"Look, Clark, it's bad enough Perry's been doing that all day — do you have to start?" she complained.

"Huh? Oh, I'm sorry… I didn't even realize I was doing it," Clark apologized with an endearing smile. In spite of herself, Lois' mood changed on seeing that smile, and smiled herself for a few seconds before catching herself and putting her "grumpy Lois" face on again.

That few seconds was plenty of time for Clark to see the smile, which lifted his spirits, knowing that he'd managed to ease her mood, if only for a few seconds.

Lois and Clark returned to working on their individual stories when they heard Perry's distinctive hum. This time, the tune was "Jailhouse Rock."

"Looks like today's your lucky day," Perry said as he approached their desks.

Lois thought that it was only lucky as long as she could keep Perry from returning to his repertoire of Elvis songs. "Why's that, chief?"

"I just received these from a courier," Perry said, waving an envelope. "They're free passes to tonight's show at the Metro Club."

"I thought you were going to see that Elvis impersonator, chief," Clark said.

"I am… but I hate to see the tickets go to waste, so I thought you two should use them. Tonight, they've got 'The Amazing Brainiac.'"

"You mean the stage psychic?" Clark asked.

"That's the one… you two go to the show, enjoy yourselves, and maybe even try to get an interview out of him."

"I don't know about that, chief… is there really a story there?" Lois asked.

"I'd have to agree with Lois, chief… I thought the guy was a fake, just using stage magician stunts."

"What, you don't think someone could have psychic powers?" Lois asked. "Here we live in a city with somebody like Superman, and psychic powers aren't possible?"

Clark jumped to the defensive. "I didn't say there's no such thing as psychic powers… I just said I thought Brainiac was a fake."

"Well, then, kids, here's your chance to find out one way or another," Perry suggested.

"I suppose so," Lois said, resigned.

Perry dropped the envelope on Lois' desk and continued back to his office, humming "Now or Never."

"Well, that just puts the capper on my day," Lois griped. "I suppose as long as Brainiac doesn't start channeling the spirit of Elvis, though, it won't be too bad."

"We'll suffer through it together," Clark suggested, which brought just the tiniest hint of a smile to Lois' lips.


Meanwhile, across Metropolis from the Planet, next door to the Metro Club at the Hotel Metropolis, the headliner for that evening's show was preparing himself for his performance. Milton Fine, who was better known for his stage name as "The Amazing Brainiac," tried to relax in his hotel suite. Fine was a man in his mid-thirties who looked somewhat older, due to a receding hairline. To make up for the loss in front, though, Milton had allowed his brown hair to grow long, curling slightly just before touching his shoulders. A goatee and mustache adorned his chin, which helped maintain (in his mind at least) the proper image for a mentalist. Fine was sitting in a well-upholstered chair, dressed in a robe, trying to relax before getting dressed.

"This is the life!" a female voice called from the bedroom. The voice belonged to Janet Fine, Milton's wife. She walked from the bedroom into the living room, dressed in an evening gown. She paused for a moment in front of a full-length mirror to admire herself. "Finally, instead of piddling away your abilities in circuses and side shows, we've reached the big time!"

Janet, an attractive blonde woman five years Milton's junior, looked closely at her face in the mirror. The stress of trying to build up her husband's career had put a few wrinkles here and there, but they weren't bad enough that she was going to concern herself with them overmuch. Looking down, she decided the only thing about their struggles over the years that she liked was that it helped keep her figure slim and trim… although her mother (on those occasions when she was able to see her in person) used to complain that she was too skinny.

"I sent a pair of complimentary tickets to the Planet, you know… if you get mentioned there, that might help swing the Leno deal for us, and then it'll be champagne wishes and caviar dreams for us," Janet said.

There was no answer from her husband. "Milton, are you even listening to me?"

Milton Fine's efforts to relax seemed to be failing him… he winced, and then grimaced, trying to fight off the sudden pain. He crumpled forward in his chair, his hands massaging his temples desperately.

"Milton?" Janet asked again, turning to look at her husband. "Oh, no, not again!"

There was silence in the room for a few moments, then Milton lifted his head and screamed in agony before collapsing.


Clark had to make a few stops on his way to his apartment after work. He unlocked the door just as the telephone rang.

"Hello?" Clark said.

"Hi Clark," Martha Kent's voice said on the other end.

This was followed with a "Hi, son," from Jonathan Kent, who was speaking on an extension.

"Hi! I wasn't expecting a call from you for a few days yet," Clark said. "Not that it's a bad time."

"That's good," Martha said. "Your father and I have another appointment then, so we thought we'd call now."

"Your mother's having some of her… artwork… displayed," Jonathan explained.

"And we'd like you to be here, if you can."

"I don't see why not," Clark assured. "It's quite a step up from the Smallville Fair."

"Your mother's very proud," Jonathan said.

"Oh, that reminds me… didn't you see 'The Amazing Brainiac' at the Fair a few years ago?"

"Why, yes, I believe we did, Clark… I wasn't too impressed, though," Martha supplied. "It looked to me like he was just using magician tricks instead of real powers."

"That's what I thought… Lois and I are going to see his performance tonight at the Metro Club."

That got Martha's attention. "Clark! Is this a real date?"

"Martha…" Jonathan warned.

"Yes and no… Perry gave us the tickets, but he suggested that we might get a story out of it."

"Well, your boss is a smart man, son… maybe he was just using the story angle as an excuse to get you two together," Jonathan suggested.

"And you were mad at me for saying they might be on a date, Jon?" Martha said, teasing her husband.

"I don't know about that… I can't quite picture Perry playing Cupid."

"You never know, son."

There was a knock at the door. Clark lowered his glasses and scanned it with his x-ray vision. Lois was there, looking impatient, and dressed for a night on the town. Clark checked his watch and realized it was later than he thought.

"Uh, that's Lois now… and it looks like I've lost track of time. I've got to go. I'll see you in a few days, okay?"

"Okay, son… we'll be expecting you."

Clark said goodbye and hung up the phone. As soon as he let go of the phone, he moved at super-speed, changing into a suit that was just a little dressier than his usual work attire, and one of his more sedated ties.

He opened the door just after Lois knocked a second time. "Next time, could you try to answer after the first knock?" Lois asked sardonically. Before Clark could apologize, she said, "Never mind… let's get going. This is a dinner show, you know, and I don't want to be late."

"After you," Clark said, gesturing. Lois started to the elevator as Clark locked his door.


Milton Fine's headache had finally subsided to the point where it was just a dull ache. "Thank god," he said under his breath as he got out of his chair and walked across the room. Taking a bottle of scotch from a desk drawer, he began to pour himself a drink.

As he began to reach for the glass, Janet snatched it away. "You've been drinking too much lately, Milton… every time you get one of your headaches, you take a drink." She pushed a small bottle of pills towards Milton. "Take these instead."

"Those don't help… in spite of what the doctor said. You don't know what kind of pain this is! Drinking's the only thing that helps me deal with the pain!" Milton was pleading by now, and the pain was returning.

"If you don't stop your drinking, we'll be back performing in small circuses and state fairs again before you know it. We're finally living the life we've always wanted! I won't go back to that again." Janet took the glass and brought it into the bathroom to pour down the sink.

As soon as Janet left the room, Milton picked up the bottle of scotch, and drank directly from it, setting it down and capping it before his life could return.


Jimmy Olsen was working late that evening, trying to work out a plan that would take him away from being a staff photographer and put him into a position as a reporter, even if he was a cub reporter. His latest plan involved borrowing notes that Clark had taken for a story from last week (which Clark had gladly donated) and seeing what kind of story he could come up with.

Clark had also allowed Jimmy to use the terminal at his desk. Jimmy was working away furiously, trying to come up with the best story he could, when the phone rang. Jimmy considered ignoring it, but when it rang a second time, he answered it.

"Clark Kent's desk."

"Yeah, lemme speak to Kent… I've got some information for him."

"Ah, Clark's out of the building, covering another story, but he's instructed me to follow up on any tips phoned in to him," Jimmy lied convincingly.

There was silence on the other end for a few seconds. "Ah, I guess it's okay, so long as I still get my usual for the tip. You've heard about Terry Parks, the missing heiress?"

"Yeah, what about her?"

"I just found out that Henderson's assistant, Staci LeBlanc, was going to pay a call on that psychic, Milton Fine, to enlist his aid in tracking the Parks girl down."

"Really? When?"

"As soon as his show's over tonight… if you want to get the scoop, LeBlanc's at police headquarters right now."

"Thanks for the tip… what did you say your name was?"

"I didn't… just tell Kent that Hank came through, okay?"

"Got it."

Jimmy hung up the phone, and then rummaged through Clark's desk to track down an extra pad of paper and a few pens. He also spotted a small hand-held tape recorder. "That's the ticket!" he said, pocketing it. He rushed to the elevator as though his life depended on it.


Lois and Clark had just finished their dinner when the early show began at 7:15. They'd enjoyed an excellent prime rib dinner with all the trimmings, and both were glad that the meal was included with their tickets, since the Metro Club wasn't known for its "extra value meals."

The house lights dimmed as their table was being cleared. On the large stage, a spotlight began to dance on the red velvet curtain. An announcer's voice echoed over the crowd. "Ladies and gentlemen, prepare yourselves for a night of amazing feats of the mind! This evening, you will be enthralled by the incredible mental talents of tonight's performer! The Metro Club is very proud to present… the Amazing Brainiac!"

The audience applauded as the curtains swept open, releasing a dry ice-created fog from behind it that crept to the front of the stage before dropping off. A dry ice fog was also cascading down the rear of the stage. The entire stage was lit by an eerie dim blue light, which added to the other-earthly nature of the fog. A vague figure stood in the midst of this, suddenly backlit by a bright strobe light, creating a silhouette that was in constant motion. Bizarre music gradually increased in volume, and then suddenly stopped, as did the strobe, and Milton Fine, the Amazing Brainiac, was lit by a spotlight.

Fine was dressed in black tie and tails, with a top hat. "Good evening, I am the Amazing Brainiac! Before I begin my demonstration of my powers of the mind, I would like to introduce my assistant, my lovely wife, Janet!" Gesturing towards stage left, Brainiac drew the eyes of the crowd over to where Janet walked on stage, dressed in the evening dress she had put on earlier that evening.

There was scattered applause on Janet's entrance. Milton disregarded this, however, and continued with his act.

"For my first demonstration, I need a volunteer from the audience," Milton said, looking over the crowd.

Lois wasn't going to let this opportunity pass. "Come on, Clark, volunteer."

"What? I don't want to go on stage with Brainiac."

"But this'll be your chance to prove if he's a real psychic or just a fake! Come on!"

When Clark didn't budge, Lois stood up, waving with one hand and pulling on Clark's jacket with the other. "Here's a volunteer for you!"

A second spotlight searched over the crowd, stopping on Clark, who stood up hesitantly. "I'll get you for this," Clark threatened under his breath.

"I'll take my chances," Lois said with a devious grin.

Clark made his way to the stage as Milton enthused, "Let's give him a big hand, everyone!"

Once Clark had taken the stage, Milton extended his hand. Clark shook it, still a little uneasy.

"Now, we two have never met before, have we?" Milton asked.

"That's right," Clark said.

"Ladies and gentlemen, I will begin with a fairly simple feat… this gentleman on the stage with me is named… Clark Kent!"

"That's correct."

There was a small amount of applause from the audience. "I can understand that you residents of this fine city wouldn't think that was such a great feat," Milton said, "but now, I will read Mr. Kent's mind, and extract a secret from him that only he, out of everyone in this room, would possibly know!"

In spite of himself, Clark began to get nervous. It was possible that Milton would have known who he was; Clark Kent wasn't the most well-known man in Metropolis, but it was still possible Milton could have known who he was by sight. But a secret? There was only one secret that Clark had that wasn't known by anyone else in Metropolis than he… and that was his Superman identity.

Milton made a show of concentration, closing his eyes and putting his fingertips on his temples. "Mr. Kent's secret is…

"…that he's in love with one of his co-workers!"

Clark felt a great weight come off his chest, and he was able to breathe normally. Of course, this hadn't really convinced Clark entirely that the Amazing Brainiac actually had psychic powers, because it wasn't uncommon for single people to carry a torch for a co-worker… but still, he had been right twice in a row.

There was only disappointed applause from the crowd… obviously they'd been hoping for something juicier than that.

Lois was somewhat disappointed herself… but not too much.


Jimmy had left directly for police headquarters after getting the tip, riding his motorcycle as fast as he was able to without breaking any traffic laws. Parking his motorcycle, he rushed into police headquarters to discover the tip wasn't as much of a scoop as he'd hoped… there were several other reporters already gathered there, awaiting word.

Jimmy spotted one he knew, a man not much younger than Jimmy, who had managed to advance a bit further than Jimmy, even though he'd started at the Metropolis Eagle at about the same time Jimmy had started at the Planet.

"Hey, Scott… what's up?" Jimmy greeted.

Scott Mack, dressed in a dark blue suit covered with a rumpled overcoat, turned to see Jimmy. "Hey, hey, Jimmy… how's the Planet treating you — as if I didn't know?"

Jimmy frowned at his friend — that was more or less a standard greeting from Scott. "You got any idea how LeBlanc managed to get this past Henderson?"

"Didn't you hear? Henderson left this morning for some conference in Washington for a week… LeBlanc's running things in his absence."

Any further questions by Jimmy to Scott were delayed by the arrival of Staci LeBlanc, a petite woman dressed in a knee-length brown skirt, an oversized tan turtleneck sweater, black boots, and to top the outfit off, she wore a beret that matched the skirt. She had straight black hair that was pulled back and tied.

"I'd rather be at one of her press conferences than Henderson's any day, eh?" Scott said, nudging Jimmy in the ribs (which caused Jimmy to nearly drop the tape recorder, which he'd pulled from his pocket when LeBlanc arrived.

LeBlanc began to speak. "This is a surprise… I didn't know that Metropolis' media had such good sources here at police headquarters. I'll have to do something about that," she said, which elicited polite laughter.

"I'm afraid I don't have time to answer any questions, but I can tell you that I am on my way to meet with Milton Fine, better known to some of you as the Amazing Brainiac, to assist us in trying to find Terry Parks, who has been missing for just over one week."

"Why haven't you contacted Superman to enlist his aid?" Jimmy asked, surprising himself.

"Ah, you must be from the Planet… Superman hasn't given us any way of contacting him, and besides, it's my opinion that Mr. Fine's help will probably be more reliable than Superman would be."

"And I thought Mayson Drake was anti-Superman," Jimmy muttered to himself.

"I'm afraid our time is up, and I must be off to enlist Mr. Fine's help. A statement will be ready from my office in time to meet your deadlines for both the morning papers and the 11 o'clock newscasts."

LeBlanc started to leave police headquarters, pushing her way through the reporters gathered there, ignoring the questions that were shouted her way.

"Inspector Henderson would've never allowed this," Jimmy said as he sprinted out of the building and to his motorcycle. He mused that one advantage of being the last to arrive was that he was able to leave before LeBlanc did, and was several blocks on his way to the Metro Club before LeBlanc was able to get in her car.


To Clark's relief, Milton let him return to his table after revealing his "big secret." Lois kidded him about his nervousness as Milton continued his show, doing standard stunts such as identifying how much change someone had in their pockets, or if someone had an unusual item in their purse.

In the middle of one feat, though, Milton's brow knitted, and he clenched his teeth. Clark spotted this immediately; Lois, on the other hand, was beginning to get bored already.

"There's something wrong with him," Clark said quietly to Lois.

Lois hardly glanced at Milton. "There sure is… he's got to be the most boring stage psychic I've ever seen!"

"No, look at him," Clark insisted.

Lois finally took a good look at Milton, who staggered forward a few steps, then straightened partially, saying, "I am very sorry, but I regret to inform you that I will not be able to continue any further this evening. Again, my apologies." Milton rushed off-stage as fast as he could, and the curtains closed.

An announcer, from his voice the same one who had introduced Fine earlier, hastily walked on stage with a microphone. "Ladies and gentlemen, that was, ah, the Amazing Brainiac! He's not feeling well now, but didn't he give us a great show?"

There was scattered applause; obviously the crowd didn't appreciate getting their full money's worth.

"Come on, Lois," Clark said, getting up.

"What's your hurry?"

"Maybe we can get backstage and get that interview for the chief, if we don't wait too long."

Lois rolled her eyes. "I honestly don't think there's much of a story here, but I am your ride…" she said, giving in.

Back stage, Milton stumbled into his dressing room, followed immediately by Janet. "What in the hell do you think you're doing, ending the show early like that? If word gets around, we'll be getting cancellations every time we turn around!"

"I.. couldn't continue any longer… the pain was too intense," Fine said, wincing from the pain again.

"Whatever happened to 'the show must go on?' You were the one who insisted on putting on the full show before, even when there was only a handful of people in the crowd. If you pull this again, our career will hit rock-bottom again so fast it'll make your head spin!"

At this point, Lois knocked on the dressing room door, which had been left open. Clark and Lois flashing their press passes had granted them access back stage, but after what they'd just overheard, Clark was beginning to rethink the idea of conducting an interview at the moment. Lois, however, insisted at this stage, although as much to spite Clark as anything else.

"Yes? Can I help you?" Milton said, the pain subsiding enough to allow him to be a bit more cordial. "Oh, weren't you one of my volunteers tonight? I'm sorry about cutting the show short, but…"

"If this is a bad time, we can come back later…" Clark started to say.

He was interrupted by Lois. "Mr. Fine, I'm Lois Lane, and this is Clark Kent, from the Planet. If you're feeling all right, we'd like to interview you for an article we're writing."

Janet interceded. "My husband will be more than happy to accommodate you. After all, it's important for celebrities like us to maintain good ties with the media."

Lois frowned at Janet's "celebrities like us" line, but didn't say anything.

"Ah, yes, of course… come in and sit down," Fine said, gesturing to a pair of chairs set up against one wall."

"Now, Milton, make certain you answer their questions completely… I've got to speak to the manager about tomorrow's show. Are you going to be all right?" Janet asked.

"I'm fine… go ahead," Fine answered.

When Janet left, Fine closed the door behind her.

Clark and Lois took a seat, Clark pulling out a pen and pad of paper.

Lois finally couldn't hold back any longer. "Mr. Fine, if you don't mind my saying so, your wife seems like she can be a real shrew… why do you put up with it?"

"Lois!" Clark said, shocked.

"Oh, that's quite all right… I know Janet can be unpleasant sometimes… this is off the record, of course… but I do know that she loves me, as I love her. She's just very concerned about my career, and doesn't want to see anything spoil my success."

"Well, that's understandable," Clark said, which earned him a glare from Lois that lasted only a second or two, but was venomous nevertheless.

"She's just looking out for my welfare," Fine said, opening up a drawer of the dressing room table. He pulled out a bottle of Jack Daniels and a glass. "Can I interest either of you in a drink?" he offered.

"No, thank you, Mr. Fine."

"Suit yourself," Milton said, pouring himself a stiff drink and downing it in one swallow. "So, I imagine your first question has something to do with when I discovered my abilities?"

"That's right, Mr. Fine," Lois said. "Was it something you've always had, or did it suddenly occur when you were a teenager, or what?"

Milton leaned back in his chair, pouring another drink. "As long as I can remember, I've always seemed to possess some small amount of psychic power… nothing I could control, you understand, just occasionally I was able to pick up on someone's thoughts, even though I may have just met them… yet it seemed as though I'd known them my entire life. Do you understand what I'm saying?"

"You mean like the relationship two sisters would have, where each can tell what the other is going to say, before they say it?" Lois asked.

"Exactly, like between yourself and your sister… Lucy, isn't it?… only I would have just met the person, and hadn't been told anything about them." Milton paused to take another drink, and then smiled. "I must admit it came in handy during my school days, when I could occasionally read my teachers' minds to come up with the answer to a question I didn't know.

"Around my fifteenth birthday or so, I found it easier and easier to control the power, so I would only use it when I wanted or needed to… and my abilities began to grow at the same time."

"Exactly what kind of psychic abilities do you claim to have?" Clark asked.

"Mostly telepathy, but I also seem to possess some precognitive abilities, as well. There were times I knew not to do something that turned out to be dangerous. Unfortunately, that ability is uncontrollable. I also have some very limited telekinetic talents," Fine said, concentrating briefly.

Before Lois and Clark's amazed eyes, the cap to the bottle of Jack Daniels turned onto its side, and began to spin slowly before falling over to its previous position. "That's about the weight and size limit I have… and it takes quite a bit of concentration." Milton winced briefly, and finished the remainder of the contents of his glass. "I have psychometric abilities, as well."

"Psycho-what?" Lois asked.

"Psychometry… that means I can touch an object and tell you something about the person it belongs to. That's another ability I have no control over… all I have to do is touch something that belongs to another person, and I learn things about them… I can't turn it off."

"That's a pretty impressive list of abilities," Lois said. "Doesn't using them put a strain on you, though? It seems as though you're in some pain from using them."

Clark was amazed at the sudden display of sensitivity from Lois. But then, it was Lois' ability to surprise him that was one of her traits that endeared Lois to Clark.

"You're right, Miss Lane… for the past several weeks, I have begun to have severe headaches, usually getting more painful when I've been exerting my talents. I fear that I have begun to use my abilities even when I sleep, without any control."

Clark had stopped taking notes at this point… the interview had turned into a private conversation.

"When I sleep, I have strange dreams that wake me… dreams that are so frightening that I've begun to dread falling asleep… dreams where my mind reaches out into the outer reaches of space… I believe my subconscious has contacted an otherworldly intelligence."

Lois' attitude suddenly changed from one of sympathy to one of cynicism… she took a look at Clark that as much as told him that Lois felt Milton Fine was telling them a yarn to make for good promotional copy.

Clark, on the other hand, being an "otherworldly intelligence" himself, found himself becoming interested in Fine's story, in spite of himself. "An other-worldly intelligence?"

This earned Clark a roll of the eyes from Lois, who remained silent.

"In my dreams, I make contact with a scientist named Vril Dox, of the planet Colu. Dox had been developing the technology to make teleportation possible," Fine continued.

"What, you mean like on 'Star Trek'?" Lois asked in a tone of voice that suggested to Clark that she wasn't taking Fine seriously.

Fine, however, ignored the sarcasm in Lois' voice. "Something like that. Some time ago, Dox summoned the greatest minds on Colu in his laboratory to demonstrate his teleportation device, but something welt horribly wrong."

"Don't tell me, let me guess: There was a fly in the other teleportation booth, and Dox discovered that he and the fly had exchanged heads and one arm, right?" Lois said, losing patience with Fine's story.

"Don't be ridiculous, Miss Lane," Fine said, which surprised Lois. "Dox's atoms were disassembled, but did not reassembled. As a result, Dox's mind was freed from his physical form, and was able to contact my own mind through the vast reaches of space."

"Mr. Fine, I've heard more than enough," Lois said, standing up. "Clark, we're wasting our time here, unless you're looking for ideas for a science-fiction story. You were right… this guy's a fake, and a crackpot to boot."

"But what about that trick with the bottle cap?" Clark protested.

"Just what you said… it's a trick of some kind… he probably uses magnets or something. Let's get out of here."

As Lois started to leave the dressing room, Clark said, "You have to excuse Lois' behavior… she sometimes doesn't have a very open mind."

"That's quite all right, Mr. Kent… some of us are better able to accept intelligent life from other worlds better than others."

As Lois and Clark made their way out from backstage, Lois said, "What was that crack about my not having an open mind? My mind's as open as anybody else's!"

"I was just saying that for Mr. Fine's benefit, Lois… but you didn't have to be so rude."

"Oh, come on, Clark… Vril Dox, Colu, teleportation… that sort of stuff doesn't belong in the Planet, it belongs in the Whisper!"

"Fine, have it your way."

"Oh, sure, give in right away," Lois said. "Hey, isn't that Inspector Henderson's assistant over there?" Lois asked, pointing across the floor of the Metro Club, which was virtually empty but for a few die-hard patrons trying to get the most of their evening, despite the early end to the night's entertainment. "What's her name? Blank or something?"

"Staci LeBlanc," Clark supplied. "I wonder what she's doing here?"

"Maybe Jimmy can tell us," Lois said, noting that Jimmy followed LeBlanc in.

Lois and Clark rushed over to where Jimmy was following LeBlanc. "Hi, guys, I thought I'd run into you here," Jimmy said in greeting.

"What are you doing here?" Clark asked.

Jimmy smiled, embarrassed, for a moment. "I was at the Planet when one of your sources called in… LeBlanc's looking into hiring Brainiac to track down the location of Terry Parks, the missing heiress."

"Must've been Hank," Clark suggested.

"That's him… I hope you don't mind my covering the story from a tip by your source."

Before Clark could reply, Lois said, "Look, Jimmy, if you can get a decent story out of this, you're welcome to it… I've got to warn you, though, I think that Milton Fine is a complete fake, and he's probably crazy, too… you should've heard the story he was trying to feed us!"

Jimmy looked crestfallen. "That figures… here I figure I've got a chance to show the chief that I can do more than take pictures, and this is the lead I've got. I may as well not even bother."

"Oh, don't take it so hard, Jimmy," Clark said. "I'll tell you what… so that the evening's not a total loss, let's go down the street to Luigi's Pizza… my treat."

"Pizza? After we just had a prime rib dinner? Clark, I don't know where you put it," Lois said. "To say nothing of the fact that you can eat and eat and not put on a single pound."

"Maybe you should write a diet book to reveal your secret, CK," Jimmy suggested.

"I doubt it'd work for anybody else," Clark said with a smile.

As Lois, Clark and Jimmy left the Metro Club, Staci LeBlanc approached Milton Fine's dressing room. LeBlanc knocked on the door, but didn't get an answer. A second knock resulted in a weak "Come in" from Milton Fine.

LeBlanc opened the door and entered. Milton was still sitting in the same chair by the makeup table, having not moved since Lois and Clark left minutes before. However, the bottle on the table next to him was significantly emptier.

"Can I help you?" Fine said in a slurred voice.

"Right now, I'm not certain. Are you Milton Fine, also known as the Amazing Brainiac?" LeBlanc asked, feeling silly that she'd added Fine's stage name.

"At your service, madam."

LeBlanc reached into the pocket of her trench coat and pulled out her wallet, holding it open to reveal her badge. "My name is Staci LeBlanc… I'm with Inspector Henderson's office. We're interested in enlisting your aid to track down a missing person, if you're up to it."

"Mmm… ah, gimme a few minutes to get myself together… I'd be glad to help ya out… Janet oughtta like that, heh," Milton said.

LeBlanc was beginning to doubt the wisdom of her idea. Oh, god, she thought, I'm recruiting an alcoholic to track down a missing girl!

The thought was quickly dismissed from LeBlanc's mind, however, when Fine started to stand, but then suddenly collapsed in his chair.

"Aarrrghh!" Fine screamed. "My brain… feels like it's on fire!" Pain was etched in his face deeply. Fine fell out of his chair and curled into a fetal position on the floor, clutching his head in agony.

LeBlanc kneeled beside him. "Are you okay, Mr. Fine? Should I call an ambulance?" Getting no response, LeBlanc stood and reached for the telephone on the table, and dialed 911.

As she dialed, Fine screamed again and again. When the 911 operator answered, LeBlanc found herself unable to pay attention, as Fine screamed, "It's Dox! He's entering my mind! It hurts!"

Lois, Clark and Jimmy were just about to enter Luigi's when Clark suddenly staggered, then dropped to his knees due to a sudden headache that caused him great agony, having never before experienced any pain like this before.

At Fine's dressing room, Fine's voice was nearly hoarse from screaming. "My head… feels as if it's going to burst!" he said before becoming completely incoherent.

LeBlanc suddenly remembered the telephone in her hand. The 911 operator was trying to get her attention.

"I'm sorry," LeBlanc said. "This is Staci LeBlanc of the Metropolis Police Department… I need paramedics and an ambulance at the Metro Club, back stage, at the corner of Schuster Boulevard and Weisinger Avenue… there's a man here experiencing severe head pain, but there are no signs of injury."


"Clark! Are you okay?"

Lois' voice had a tone of concern that Jimmy had never heard from her before. She really does care for Clark a lot, even if she denies it, Jimmy thought.

Clark got to his feet again. "I'm not sure… I suddenly got this major headache… maybe it was something I ate?"

"Maybe you'd better head for home, Clark, and take care of it… take some ibuprofen and get some rest… I could drive you," Lois offered.

"No… I'll get a cab."


"Look, Lois, I promised Jimmy a pizza, and if I'm not going to be able to stick around, someone's got to keep Jimmy company." Clark pulled out his wallet and took out a $20, handing it to Lois. "This should cover it." He winced in pain again. "I'll be fine… you two enjoy yourselves."

Lois started to protest again, but Clark said, "Lois, it's okay… I should be able to catch a cab no problem."

"Okay, but only if you're sure you'll be okay getting a cab."

"Positive. I'd feel worse if Jimmy got cheated out of his pizza," Clark said, forcing a smile. As Clark walked to the street corner to wave down a cab, Lois and Jimmy entered Luigi's.

"I swear, Jimmy, I don't know if I'll ever figure Clark out. Even though he's got a terrible headache, he's only worried about you getting your pizza tonight."

Jimmy smiled. "That's Clark, always thinking of everybody else but himself."

Lois and Jimmy would have been truly surprised if they had seen Clark at that time. As soon as Lois and Jimmy had entered Luigi's, Clark ducked into the alley, relying on the cover of darkness to prevent any passers-by from seeing him changing into Superman.

Clark hadn't experienced pain like that before in his life… suddenly switching on as though his brain had been pierced with a Kryptonite spike. The other unusual aspect of the pain was that it seemed to be projected at him from a definite direction… and the origination of that source was near.

It didn't take much time for Superman to determine that the pain was being radiated from the Metro Club, which he'd suspected, if only because Fine had complained of headaches earlier. It didn't take much of a leap for Superman to guess that Fine was somehow sending his pain into Superman's own brain.

However, Superman wasn't prepared for what he saw when he flew into the Metro Club and opened the door of Milton Fine's dressing room.

Staci LeBlanc was cowering in a corner of the small room, her arms covering her head protectively.

Milton Fine was standing in the center of the room… but it was a Milton Fine unlike the one Clark and Lois had seen earlier. This was a more powerful, forceful Milton, standing proudly. There was a new look in Milton's eyes, a crazed look that made Superman pause.

Floating several inches off of the floor, Milton said in an eerie, commanding voice, "My fabrication achieved its goal… convincing Milton Fine to lower his mental screens so that I could penetrate his mind."

Superman braced himself. "What are you talking about? You are Milton Fine!"

Brainiac seemed to ignore the Man of Steel. "This human's brain was even more powerful than he dared imagine… possessing nearly limitless potential!"

Superman moved towards Brainiac, hoping to take advantage of Brainiac's self-absorbed state. However, Brainiac suddenly noted Superman's presence. "Power that I can use."

The next thing Superman knew, he was flung through one wall of the dressing room with enough force that he broke through another wall before stopping in the main room of the Metro Club. In a corner of his mind, Superman was thankful that at least the headache was gone… until he heard the screams of the remaining crowd behind him.

Regaining his feet, Superman turned to see that his being thrown through the wall caused some structural weakening, and a large glass chandelier had loosened enough that it broke free of the ceiling, dropping down to the crowd.

Putting the menace of Brainiac on hold to deal with the immediate threat, Superman moved as fast as he could, flying to catch the chandelier before it could strike the patrons below it, who had been paralyzed by fear. Setting it down on a clear spot on the floor, Superman flew back to the dressing room, through the holes in the walls to save time.

Brainiac was no longer in the dressing room, however. Scanning with his x-ray vision, Superman spotted Brainiac on the street in front of the Metro Club, levitating a little over 12 feet above the ground. Brainiac was utilizing his abilities on the pedestrians around him, taking control of their minds and forcing them to perform for his amusement. Citizens of Metropolis were behaving like automatons, puppets controlled by Brainiac's mental strings.

"This pleases me… such obedience was never mine on Colu, but these Terrans' minds are much more malleable."

Suddenly, as if tapped on the shoulder, Brainiac turned back the entrance of the Metro Club, from which Superman gained the street, advancing on Brainiac. "Eh? Ah, the Kryptonian, last survivor of your race. It appears I miscalculated the necessary force to kill you. But, then, your ability to take physical damage is great. Your psychic defenses are another matter."

Superman's advance on Brainiac was thwarted by a sudden psionic attack that caused the Man of Steel to stumble backwards. Steeling his nerve, Superman began to walk forward again, fighting against the pain caused by Brainiac's attack.

Brainiac, seeing the Superman was still advancing, redoubled his efforts, causing Superman to retreat a short way off.

In Luigi's, Lois and Jimmy were waiting for their pizza to be ready when Lois noticed the strange behavior of the pedestrians outside on Schuster Boulevard. "That's funny… Jimmy, have you heard of any mime groups performing in this part of Metropolis?"

"No, not on this side of town." Looking outside, Jimmy said, "Those aren't mimes… at least, I don't think so."

Lois started to get up from their table. "In that case, Jimmy, you just may have your opportunity to write a story tonight after all. Come on!"

Jimmy followed Lois out of Luigi's, hesitating only for a second when he noticed their pizza being brought to their table. "We'll be right back… I think!" he called behind him.

Lois was looking up and down Schuster, noting the number of strangely-acting people at either side of Luigi's. At the intersection to her left, she saw a significantly larger group of strangely-acting people, and floating above them all was Brainiac.

"I don't believe this," Lois said, recognizing Milton Fine's figure.

"Hey, Superman's there, too!" Jimmy pointed out as they walked towards the intersection. "Lois, is it a good idea to get this close to things?"

"Probably not," Lois admitted, "but with Superman here, what do we have to worry about?"

Lois had her chance to eat her words when she suddenly realized that Brainiac was looking directly at her and Jimmy. For a split second, it seemed as though Brainiac was only six feet away, not the close to sixty yards it actually was.

Brainiac said, "Ah, your human friends… your turn to perform for me, Superman."

A large gray sedan which was parked on Schuster suddenly began to move, bearing down on Lois and Jimmy, propelled by the power of Brainiac's mind. Spotting it, Lois and Jimmy began to run away, but their feet felt as though they were stuck in quicksand, making it difficult to move.


Janet Fine walked through the main room of the Metro Club, seeing the chandelier on the floor, and the large hole in one wall created when Superman was flung through it. Recalling the layout of the Metro Club's back stage area, she realized that the hole was in a direct line to her husband's dressing room.

"Oh my god, Milton!" she said, suddenly breaking into as fast a run as she could manage in her high heels.


As soon as Superman saw the car moving towards Lois and Jimmy, he thought quickly, flying up and away from Brainiac, then arcing over Brainiac to reach the pair. Fortunately, Brainiac was using mind control rather than telekinesis to hold Lois & Jimmy in place, which made it much easier for Superman to lift the two out of the way of the oncoming car, which crashed into a lamp post and came to a halt.

Setting Lois and Jimmy down some ways down the street, Superman told them, "Stay back here… Brainiac's incredibly powerful, but he does seem to have a limited range."

Lois had been staring at Superman since he plucked her and Jimmy from the street, but finally stopped staring long enough to ask, "How are you going to defeat Brainiac, if he's that powerful?"

Superman winked and favored Lois with a smile. "I'm working on it." Looking back at Brainiac, Superman noticed that there were no civilians nearby him. Flying back down the street, Superman took hold of the wreckage of the sedan and threw it at Brainiac, who had gone back to taking mental control of the pedestrians.

Suddenly taking notice of the wreckage flying at him, Brainiac turned and almost casually stopped the car's flight, dropping it onto the street. Brainiac laughed a maniacal laugh, and sneered at Superman, who was flying towards him. "Foolish Kryptonian! You have only sampled a mere fraction of my real power!"

Brainiac launched a telekinetic bolt at Superman, who was consequently knocked out of the air.


Janet Fine burst into her husband's dressing room to find Staci LeBlanc sitting in a chair, trying to recover her wits.

"Who are you?" Janet demanded. "Where's my husband?"

Staci looked up at Janet. "I'm Staci LeBlanc, of Inspector Henderson's office. If your husband is Milton Fine, AKA Brainiac, I've got some bad news for you."

Janet was taken aback by this. "Bad… news?"

Staci stood up and put a hand on Janet's shoulder. "There's no easy way to say this… I'm no psychologist, but it looks like your husband's powers have driven him completely insane… he started raving something about Colu, and Vril Dox, whatever that is, and went charging out of here."

Janet looked at Staci as though she could not believe her ears. Obviously, Staci's strong suit wasn't subtlety. "And you just let him walk out here acting that way?" Janet shouted. "You're a police officer!"

Staci fixed Janet with her sternest look. "It would take a super-cop to have stopped him from leaving. Which reminds me, I'm going to have to pass that recommendation on to Bill for Sawyer' and Turpin's proposal before he gets back."

Janet wasn't paying attention to LeBlanc by that point… instead she'd noticed the empty bottle setting on the makeup table. "I should have known," she said, grabbing the bottle and running out of the dressing room.

Staci, suddenly galvanized into action by Janet's actions, followed her out.


Superman stood up from where he'd landed after Brainiac's last mental blast. With a determined look on his face, he began to walk forward, encountering the maximum range of Brainiac's power, and forcing himself to keep moving, one step after another, leaning forward.

Brainiac, seeing this, increased the concentration of his will on Superman, releasing the gathered pedestrians from his thrall.

The contest began: the battle of wills between the Man of Steel, the last survivor of Krypton raised as a human, and Vril Dox, the exiled Coluan intelligence residing in the mind of Milton Fine.

His jaw set in grim determination, Superman relentlessly continued forward, his only thoughts being to put one foot forward, and then the other.

Brainiac diverted even more of his power to resisting Superman, lowering himself to the street to focus his full concentration.

"I… will not… let an alien… from a dead world… defeat me!" Brainiac vowed.

Superman responded with, "Your power is weakening, Brainiac… you've been using too much, too soon, and you can't handle it!"

There was an eerie silence as Superman advanced on Brainiac… his steps becoming microscopically faster with each step forward.

The silence was broken by the crash of a bottle against Brainiac's head. Instantly using a telekinetic shield to keep the shards of glass from his eyes, Brainiac turned in the direction that the bottle came from.

The bottle had been thrown by Janet Fine, who stalked closer to Brainiac, tears in her eyes. "Have you completely lost your mind?!?" Janet screamed. "Our careers are over now! Nobody is going to book the crazy man who attacked Superman!"

"An interesting phenomenon in you humans… you rarely say what you really mean," Brainiac said, floating over to Janet. Suddenly, Brainiac's voice and posture changed. "Janet… please, run away…"

And then, just as suddenly, the mind of Vril Dox was back in control. Brainiac grabbed Janet by her shoulders. "Because my host-body has some affection for you, I will show mercy, and kill you rather than make you one of my subjects," he told Janet, whose eyes revealed that she finally realized that Milton was not in charge any more.

Brainiac prepared to blast Janet's mind with a psionic bolt, but was suddenly flung aside. While Janet has distracted Brainiac, Superman had been able to silently approach him. Before Brainiac could react, Superman hit him in the jaw with exactly the right amount of force to knock him out. Brainiac's body slumped to the street, where Janet sat next to him, putting his head in her lap and crying softly to herself as the echoes of ambulance sirens could be heard on Schuster Boulevard.

Staci LeBlanc stood watching all this, wondering what kind of lecture she was due for when Bill Henderson returned next week and read her report.


When Clark entered the Daily Planet newsroom the following day, he was greeted by the sight of Perry enthusing over last night's performance of Elvis impersonator Steve Berion to anyone within earshot, which included Jimmy (who was waiting for Perry's reaction to the news that he was co-writing the story on Brainiac with Lois and Clark — at Lois' insistence) and Lois (who was speaking on the telephone, her free hand covering her free year).

"Why, I tell you, if I didn't know better, I'd say that the Colonel had just transported the King from 1962 and plunked him in the middle of 1994," Perry said. "If I've ever seen a better Elvis impersonator, I can't remember it."

"Sounds like you had a good time last night, chief," Clark said in greeting.

"Hi, Clark," Jimmy said.

"A good time? Clark, I tell you, it was the most fun I've had in years," Perry insisted. But then, in a conspiratorial tone, he said, "But if any of you ever tell Alice I said that, you'll be working the next three holidays in a row… got it?"

"Got it, chief… believe me, I know how to keep a secret," Clark said.

Lois finished her conversation and hung up the phone. "Morning, Clark," she said. "I just got off the phone with one of the specialists at Met General that's treating Milton Fine," she announced.

"What do they have to say?" Perry asked.

"Well, as best as they can determine, Milton's gone to a catatonic state, thank god."

"Thank god, Lois?" Perry questioned.

"Chief, you didn't see him last night… if he hadn't shut down like that, Brainiac would've continued to threaten Metropolis," Jimmy offered.

"Not to mention Superman," Lois added. "Speaking of which, Clark, I got a call from your informant at Police Headquarters that Superman was able to track down that missing heiress… it turns out she wasn't kidnapped or injured… she was just trying to get away from her parents."

"Well, that's a surprise," Clark said with a smile.

"From your expression, Clark, I'd say your headache's gone?"

"My headache is definitely gone."


In the Special Care Ward at Metropolis General Hospital, Dr. Brian Ordway, a psychiatrist called in on Milton's case, was providing Janet with his own theories as to what had happened to her husband.

"From discussions with the others involved with your husband's case, it seems that his mind shut down before his psychic abilities could overwhelm him," he explained. "Based on what you've told me, your husband was demonstrating clear signs of paranoia and deepening psychosis, which was followed by the uncontrolled unleashing of his full psionic powers."

"And what he'd said about Vril Dox and Colu?" Janet asked.

"Your husband's story about Dox was part of his psychosis, I believe. Given the background information you provided me with, I would say that Milton's limited education didn't give him the knowledge to deal with what was happening to him, so he came up with the story about Dox and Colu to explain it. "

Across from where Dr. Ordway and Janet were discussing his case, Milton Fine sat in a padded room, dressed in a straitjacket for his own protection.

Milton's hair was sweat-soaked and in complete disarray, and there was a wild look in his eyes, as though he was seeing an invisible being watching him. Huddling in one corner of the room, Milton said in a very small, shaky voice, "No, no, it wasn't my imagination…"

Turning his head slightly towards the door of his cell, Milton cried, "Vril Dox is real…

"…and he'll be back!"