(All my Brainiac 5 fics are at least 4 years old. I just felt like uploading them. Enjoy)

It's just an itch at the back of his mind. There's a lot in there so he hardly even notices. The idea and its images only flicker through his immediate thoughts once. The images that come are only a blur to him and certainly not a decent reason to abandon his work.

"Brainy? Hello? Anyone home?" called Invisible Kid as he peered into Brainy's lab. Without any acknowledgement, Brainiac just kept taking notes in his journal. He was researching the effects of certain space environments on Legionnaire technology. It wasn't exactly vital research, but he seemed to enjoy it.

Invisible Kid walked over to Brainy and glanced over his shoulder, "Do you even plan on recognizing my existence, or what?"

Brainiac didn't respond and just kept on staring at his notes. "Hel-lo. Earth calling Brainiac 5. You've been in here for hours again. At least grunt or something so I know you're alive," demanded Invisible Kid as he stood directly in front of Brainiac. Brainiac seemed to be frozen for another moment and then blinked and looked up at Invisible Kid, "Is there a problem, Lyle?"

"Well, no. But I think maybe you should take a break. You've been at...whatever it is you're doing for...six hours now. Don't you want anything to eat?" asked Invisible Kid twisting his mouth downwards in a worried expression. Brainiac noticed he'd been doing that more and more recently.

"I do this all the time. I'm fine. You know that," responded Brainiac picking up his pen and going right back to work. But when he glanced up and saw the worried face Invisible Kid was making at him he asked, "What's with that look? I often get so into my work, that I don't respond right away. It's nothing new."

"I know that," responded Invisible Kid as he leaned on the table Brainiac was working on, "but when I walked in, it was like you were frozen. I was calling to you for five minutes and you weren't muttering to yourself or even blinking. And that's relatively new, isn't it?" Invisible Kid demanded as he shot Brainiac an expression with raised eyebrows.

"I wish I knew what you're talking about, Lyle. You walked in here just a few minutes ago so I don't know how-"

"No I didn't," interrupted Invisible Kid. "I was calling to you for a good five minutes and-" but he cut off because it was clear that Brainiac's attention was back on his research. Invisible Kid sighed and sat down in a metallic silver floating chair at the other side of the desk where Brainiac was working. He made a pouting face and leaned on his balled-up fists, thinking and watching Brainiac work. Brainiac didn't even seem to see him anymore. Everything did seem normal to Invisible Kid, his green friend was simply focusing on what he did best: research, as he does everyday. Invisible Kid turned away from Brainiac and thought perhaps he'd been worrying for nothing.

He stood up and asked, "Anything I can help you with, Brainy? Need my expert opinion before I leave?"

Brainiac grunted in response and then muttered something along the lines of how it would be impossible for anyone to be an expert on this as the technology was far too new. But as he muttered this, the scratching at the back of his head started up again.

He suddenly seemed to fold in on himself with his hands at his face and groaned. The world was shaking and dissolving. The scratching which he hadn't really noticed until now, was morphing into a voice. Though he couldn't hear it well and didn't know what it was trying to tell him. All he did know was that it was painful. The voice was coming from somewhere deep inside him, some part of a less than biological self he never knew existed. Invisible Kid saw the pain on his friend's face and called out to him. But Invisible Kid's shouting did very little. The garble of the voice grew and filled Brainiac's head, quickly becoming too much. Brainiac's only option became welcoming a silent darkness.

. . .

He opened his eyes and found the bright white medical unit to be blinding. He sat up and groaned as it wasn't helping the pounding in his head.

"Awake are we?" asked Invisible Kid as he sat down in an empty chair placed at Brainiac's bedside. "I had to carry you here, you know. Talk about scaring the nass out of me, just collapsing like you did," added Invisible Kid as he looked over at Brainiac. Scanning him almost, just to be sure he was alright.

"Well, it wasn't fun for me either," responded Brainiac as he stretched his body and wondered if that strange voice was simply a result of stress.

"Don't be so snappy. I'm only worried about you, it's what friends do you know," replied Invisible Kid. "Is all this a result of that new upgrade you went through recently?" asked Invisible Kid shifting in his seat a bit.

"You tell me. You're the one that ran all the tests," answered Brainiac as he tossed the bed covers back to stand up.

"Hey! That isn't such a good idea, Brainy. You need to take it easy, your body has just about had it, with all the work you do..." interjected Invisible Kid as he reached over the bed towards Brainiac. He of course didn't reach Brainiac who realized on his own that he wasn't able to hold his weight up. Brainiac allowed himself to sit back on the bed with a whoosh. He turned towards Invisible Kid with a scowl on his face. "Might as well tell me everything those tests of yours said, Lyle."

Invisible Kid shifted on his chair once more before starting with, "I hate to say I told you so, but you've been working too hard. Based on the few tests I ran just to make sure you weren't dying on me, I found that you were simply so fatigued you fainted."

"That doesn't explain the migraine," replied Brainiac motioning for Invisible Kid to kill the fluorescent lights.

"Sure, it does. I know that fatigue doesn't usually lead to migraines, but your case is so extreme it makes sense. I just can't believe you let it come to this...or that I did. I mean, I'm your closest friend in The Legion, I should have noticed sooner-"

"It's my body. It's my fault, Lyle. So stop it. You're a better friend than someone like me deserves," interrupted Brainiac looking down but also at Invisible Kid out of the corner of his eye to make sure his words weren't lost.

"That's not true, Brainy. You're just trying to get used to the upgrade you downloaded. As a friend I do have some responsibility. But we'll close that matter for now, I guess. You wanna tell me what exactly happened?" asked Invisible Kid leaning in a bit on his chair.

"Didn't you just tell me?" replied Brainiac.

"I've never seen you make such a face before, Brainy. I want you to tell me what happened. In your own words," said Invisible Kid.

"It was a migraine. I've been feeling sick all week, but I was so close to finishing my research, I-"

"Stop it with that research, okay? Honestly, sometimes I just don't understand you. The need for that technology isn't even urgent. Your health is more important. Are you sure that it was just a migraine?" asked Invisible Kid with glare that easily got through to Brainiac.

"You're completely right, Lyle. I promise I won't worry about my research for a while and yes, I'm sure it was just a migraine. From doing too much it seems," responded Brainiac. Invisible Kid shot him another look that seemed to say he wasn't buying Brainiac's story, but what reason did he have to think Brainiac was lying?

"Wow, my tests must have been wrong...Yup, you're sick all right. When you agree with me so whole heartedly, I know something's wrong," said Invisible Kid as he smiled at Brainiac and turned to leave the room.

"And actually turn the lights off this time Lyle," asked Brainiac.

"Aye-aye, Captain," responded Invisible Kid with the click of the now darkened medical unit.

. . .

And so The Legion had to deal with their technological genius being temporarily unavailable. It wasn't easy, but they managed. However, anyone in The Legion would probably tell you that the hardest part of not having Brainiac able to work was the fact that they couldn't complain about the inconvenience. The way Cosmic Boy explained it, if they complained it would only upset Brainiac and cause him to work more. Which wouldn't help him much right now. So unfortunately, Invisible Kid had to silently pick up a lot of the slack for the next month and didn't visit Brainiac much.

During that time Brainiac didn't hear the voice once. And had long since figured the voice itself really was from lack of rest. He knew he'd been working more than usual and while that worried his friends in The Legion, he felt he needed to. His most recent upgrade had left him with...emotions he wasn't used to. Emotions he often found he didn't want, or at least not to the degree he could feel them now. And he had invented special electronic patches which he always wore on his cheeks to help balance his emotions, but the new upgrade had left him with more than his inventions could handle. He found he could balance the emotions better if he was immersed in his work.

He had emotions before this upgrade and he wasn't a machine either, so he wasn't technically upgraded like a computer would be. But before the upgrade he was curt and possessed no patience for anyone with a lower IQ than his own. (Which was everyone.) He'd discovered this upgrade when he visited his home planet of Colu, and all it required was plugging his mind into the giant hive mind. Which was a conglomeration of all the knowledge Colu had to offer. He'd decided to try the upgrade because he was finding it hard to connect with his fellow Legionnaires and figured those whom he had to deal with on a regular basis would probably appreciate it.

After the upgrade he responded more like biological sentient being should. He felt everything full force and beyond. He wasn't sure he liked it much, but he was still getting used to the upgrade. However what bothered him about the upgrade was after having plenty of time to think about it in the Medical Unit, he remembered that something had touched his mind and shocked him when he was connected to the hive mind. He had dismissed it as nothing because never before had he heard of someone becoming mentally unstable from connecting with the hive mind. But now he was worried that the shock had left something behind inside his mind, something that had evolved into that voice he heard before fainting. But it was possible he was overworking himself. Though there wasn't anyway to be positive and that did scare him.

. . .

"Good to have you back in action, Brainy!" said Superboy with bright smile across his whole face. Out of all the Legionnaires Superboy had been the most worried about Brainiac, but also the busiest and therefore unable to visit him.

"I've only been 'out of action' for a week," replied Brainiac. "You're acting like you haven't seen me in months."

"Soooo you don't want to get...what was it that you guys call it in this century?...Err Galactic Cream? I think?" asked Superboy as he ran a hand through his short dark hair, clearly nervous about forgetting what ice cream was called in this age.

"Well I'd love to, but I'm sure with my absence Cosmic Boy must have all these assignments waiting for me and my lab is probably covered with dust," said Brainiac. "I also need to check on a few other things too..."

"Ah, I see. Some other time then. But don't overdo it, okay?" said Superboy before zooming off to answer a summons he'd apparently received from Cosmic Boy earlier that day.

Brainiac slowly made his way to his lab while thinking about the best order in which to do all the various tasks he'd undoubtedly have to do after being away. As he walked down the hall in that fashion, he failed to notice a young woman struggling with some large boxes heading down the hall in his direction. He was shocked out of his thoughts by his sudden head-on collision with that woman. They both fell backwards and the boxes scattered around the hallway. Some robotic parts tumbled out and glittered in the light of the hallway.

"Ow...are you alright, Miss?" asked Brainiac as he dusted himself off and stood up slowly. He extended a hand towards her, but she didn't take it.

"I-I'm fine. I do hope you're alright. I'm so sorry, I'm such a klutz," she answered as tried to get up and slipped on one of the robotic parts.

"Nass, I just look so cool don't I? Falling all over myself," she grumbled with a sigh. She'd given up on standing and instead just started to pick up the scattered parts. Brainiac wasn't sure what to make of her; he watched her for a moment and then said, "This really isn't your fault. I wasn't paying the least bit of attention to where I was going." He extended his hand again as he added, "I recognize these parts, Cosmic Boy was sending you to my lab, huh? Well boxes of this stuff is too heavy for one woman. Let me help you with that."

She took his hand this time, albeit with a good deal of reluctance and winced in response to his offer. She couldn't help it. When she touched him all his raw emotions and thoughts flowed into her. And she instantly felt something that alarmed her in his mind: a single itch.

. . .

She had ultimately agreed to go back to his lab with him. After all she was new here and according to Brainiac was going in the wrong direction with equipment that was too heavy for her to begin with.

"Uh, where do these go?" she asked