<xmp>Sexual Material, story meant for people over 18 although it 
will probably be
read by kids who pretend to be older than they are. For shame.
All characters copyrighted by DC Comics, yadda yadda yadda.

Braniacal Genius
part five: Babe

by Alexi92




	Brainiac 5 wasn't a psychologist or a psychiatrist, but 
the idea intrigued him. He had long mastered the art of mind 
control, as evident by the sex slaves he had surrounded 
himself with, but what he was working on was completely 
different. 
	
	The whole thing was so involving for Brainiac 5 that 
Umbra stood alone in the throne room, the last of the captured 
Legionaries, ignored for the better part of a day. She 
wondered, half in terror, what insidious, deviant plans the 
boy genius enslaver had cooked up for her. 

	Brainiac 5 had left the throne room, telling Kinetix he 
had an experiment to attend to and would be back soon. Until 
then Kinetix was to try and make Violet orgasm with her 
tongue. Of course Kinetix had no way of knowing that Brainiac 
5's footstool was brain-dead but the red-haired slave went to 
her shameful task, burying her face Violet's cunt, the chain 
between the rings in Kinetix's nose and Violet's clit going 
loose.

	Umbra watched the slave service the Imskian footrest and 
was partially relieved to not be given such a fate. Whatever 
Brainiac 5 did to the blue skinned girl from Talok VIII it 
surely couldn't be as bad as the display she was watching. 
Although if the dog show Triad had become was any indication 
of Brainiac 5's progression of perverted fates for his slaves 
then she was in big trouble.

	It was all up to Brainiac 5, and he had gone insane.

***

	"Will you be laughing maniacally sir?"

	Brainiac 5 looked up at one of the fortresses' many 
robotic servants. He had considered turning one of the girls 
into a maid but eventually dismissed the idea. None of the 
Legion girls he had captured could match the efficiency of a 
robot, with the possible exception of XS, but he needed her as 
a messenger.

	Still the personality pathways Brainiac 5 had installed 
in the robots was annoying. Every time he finished an 
invention they expected him to act like a mad scientist from a 
bad twentieth century movie.

	"No, I'm not going to laugh. Personality pathways off."

	There was a soft click as the robot became a mindless 
mechanical drone.  

	The virtual reality interface was done. Brainaic 5 
inspected his latest work with admiration. Once put on the 
subject's head it would inject a small interface, connected to 
the main apparatus by small wires, directly into the subject's 
brain. From that point the subject would truly experience the 
VR program as preprogrammed senses were fed into the 
appropriate sections of the brain.

	The subject was Umbra. If it worked Brainiac 5's tasks 
would be complete. There was a method to his madness, there 
had to be when his madness was occurring in a brain with 
twelfth level intelligence.

	Well, decided Brainiac 5, time to see if it worked. It 
probably would, but one could never be sure. It wouldn't be an 
experiment otherwise. Once Umbra was submerged in the false 
reality he had created for her he would prepare her real body 
for when she came out of the Virtual Reality program. It would 
entail stripping her, but any burden for the pursuit of 
science.

	He had to stifle a giggle.

	I wonder, Brainiac 5 thought, what a blue nipple will 
taste like.

***		

	The light was incredibly bright. She tried to create 
darkness to combat the light but her powers wouldn't work. 
Something was wrong, very wrong. Umbra could feel reality 
reshuffle around her. The experiences with the Legion of Super 
Heroes were becoming further and further distant, like a dream 
from long ago. Instead she saw something else, a street 
corner, a....

***

	Umbra shivered as a slight wind breezed past her bare 
pussy. The night was cold, but there was nothing that could be 
done about that. Umbra stood on the street corner in a leather 
halter top and miniskirt, the black material contrasting 
against her blue skin in the same way her dark hair shaped the 
smooth features of her face.

	The miniskirt was tight, conforming itself to the shape 
of her well toned ass. But just as it was tight the thing was 
short, ending less than halfway down her thigh, barley 
covering her hairless pussy, unencumbered by panties of any 
sort.

	In every way Umbra looked like the streetwalker she was. 
The only exception was her face and its lack of make-up. It 
was what Umbra liked to call a natural beauty, and it worked, 
bringing in the customers by the truckloads. It was a wonder 
that her holes weren't looser, she was just as tight as if she 
had never had fucked a man in her life.

	And it was weird, Umbra couldn't remember ever fucking 
anyone before. That was preposterous of course, but the 
nagging feeling that she had never let a cock into her 
experienced blue cunt wouldn't leave her. But obviously if she 
was a whore she was used to fucking and sucking, wasn't she?

	Such thoughts made her head hurt. Umbra quickly forced 
the notions from her mind. She was Umbra, nothing more than a 
whore to be used by men.

	"God you're disgusting."

	Umbra turned to confront the voice and came face to face 
with a hero. She couldn't believe it, M'Onel from the Legion 
of Super Heroes was here talking to her. Umbra had seen vids 
of him and one look at his handsome face took her breath away. 
He really was the embodiment of the greatness of life, just 
like Valor. Now here he was in person. Umbra couldn't help it, 
she was enamored with him at first sight.

	"Look at you," said M'Onel. He stood tall and proud in 
his Legion costume, looking at Umbra with disgust. "You should 
be ashamed, nothing more than a receptacle for cum. How can 
you even think to gain anyone's respect when you fuck anything 
that can pay? You use the ultimate expression of love as if it 
was valueless as a sandwich. You're a worthless slut."

	Each word M'Onel spoke was like a dagger to Umbra's 
heart. The man she adored was berating her. He could never 
love her, and the revelation was devastating.

	In the back of her head something screamed at her. It 
tried to convey a message of truth, of knowing M'Onel long 
before this encounter. Trying to tell her that M'Onel thought 
no such thing. She wasn't a whore but a respected hero, and a 
virgin. But the message could not get through, blocked by the 
electronic genius of Brainiac 5.

	Umbra tried to hold back her tears as M'Onel continued 
his tirade about her wanton ways. As he concluded to tell her 
of how she was an enemy to love he said ",but what the fuck."

	She looked up at him, surprised to find that she had 
lowered her head in shame. M'Onel held out a wad of cash. (You 
don't know what cash looks like, a part of her screamed, it 
was discontinued centuries ago. It was ignored.)

	"Let's fuck whore."

	Her spirits soared, and Umbra decided, if she couldn't 
get his love at least she would get his cock. She reached out 
and took his money.

	At super-speed Umbra was whisked away from the street 
corner to an alley. It happened so fast that she was unable to 
recognize what part of the city they were in, but to Umbra it 
didn't matter.

	M'Onel shoved the blue whore against a wall in the 
alley. Umbra, although her back hurt a little, glided her 
hands into M'Onel's pants, wrapping her fingers around the 
hero's rapidly hardening cock. Umbra savored the sensation of 
the dick in her hands, trying to memorize the feel of every 
inch. 

	"Enough of that shit," M'Onel whispered into Umbra's 
ear. "I want to fuck you, now!"

	The words sent shivers of anticipation down Umbra's 
spine. She pulled M'Onel's cock from the pants of his uniform. 
Never letting go of her dream organ with her left hand, her 
right hand pulled the tight miniskirt she wore up to her hips, 
letting her bare cunt free. M'Onel's hand cupped her groin to 
feel the pussy he had paid for. Umbra gasped with delight. 	

	"No underwear and shaved," laughed M'Onel. "You really 
are a slut. Good."

	With the hand around his cock Umbra guided M'Onel's 
member into her awaiting cunt. M'Onel slammed their bodies 
together, his penis propelled forward into her body. As he 
rocked back and forth, pushing his cock in and out of her 
body, she put her arms around his neck and wrapped her legs 
around his torso. 

	M'Onel held Umbra, her back against the wall, pumping in 
and out of the blue cunt like a man possessed. Umbra was in 
the throes of passion, shouting wildly, as the hero brought 
her toward climax with his powerful cock. As her first orgasm 
tore through her body images and thoughts flooded her mind.

***

	In the throne room Brainiac 5 watched Umbra buck her 
hips wildly, fucking a man who wasn't there. Her costume had 
been removed so the image she presented was a naked, light 
blue skinned teenager on her back thrusting a throbbing pussy 
in the air.

	But Brainiac 5 was more interested in the readouts for 
the artificial reality apparatus she wore on her head. 
Corresponding with her climax, the memories the helmet was 
supposed to suppress were flooding into Umbra's mind. The 
Umbra in the virtual world would have full knowledge of the 
real world. 

	Fortunately Brainiac 5 had foreseen such a complication. 
It wouldn't affect the program, it just meant that there was a 
possibility she would resist.

	But considering how franticly she was thrusting her hips 
that didn't seem likely. And it was fun to watch.

***

	What had Brainiac 5 done? Umbra considered the question 
for a scant ten seconds before it was pushed back for a more 
pressing matter. M'Onel continued to fuck her body and Umbra 
could feel the starting of another orgasm. She knew she should 
resist but the feel of M'Onel's cock inside of her was so 
gratifying. And to know the truth, that this was actually her 
first sexual experience, it was enough to make Umbra forget 
about Brainiac 5. 

	"Yes! M'Onel!" Umbra shouted, using her arms and legs to 
pull him to her, making his cock dig deeper into her body. The 
stimulation was too much for both of them and they came 
simultaneously. M'Onel's hot cum coated the walls of her 
vagina and Umbra savored the warm feeling inside of her. 

	Still holding her tightly, his cock slowly shrinking 
inside of her, M'Onel turned around and rested against the 
alley wall. He slid downward until he slumped against the 
brick barrier, Umbra sitting astride his lap, connected to him 
by his inserted cock. They were both exhausted.

	It was perhaps because of that exhaustion that Umbra 
failed to realize that though M'Onel's cock was gradually 
becoming flaccid, it was still filling her as though it were 
constantly erect. At first Umbra happily attributed this to 
the fact that he was still erect, intimately filling her body, 
but she soon realized that he was getting bigger, far bigger 
than she remembered when they were fucking.

	Then it hit her, she was shrinking. And though she 
didn't feel herself getting smaller she felt everything else 
getting bigger, including the cock shoved up her cunt. She 
continued to grow smaller and the effect M'Onel felt, that of 
vaginal walls contracting around his cock, caused him to get 
erect again. Which meant that he was actually getting bigger 
as she grew smaller. It was pleasurable to her at first but 
soon that gave way to pure pain as his cock threatened to 
impale her.

	Umbra began to struggle to pull herself off of M'Onel. 
After much grunting and groaning  Umbra was finally able to 
dislodge herself from the large cock. Standing over the 
exhausted M'Onel Umbra was surprised to find that she hadn't 
shrunk as much as she had originally thought, maybe half her 
original size. Her clothes no longer fit her so she took them 
off and went off in search of a solution. Umbra was a little 
disheartened to find that her breasts had not proportionately 
shrunk as well and were now A cups, if that. 

	Across the street from the alley was a store with a big 
window. It reflected things very well and Umbra soon saw 
herself. She was a child! No wonder she had no breasts, she 
had turned into a child, no more than ten years of age. She 
had de-aged. 

	Was de-aging, she corrected herself. The image in the 
reflective window was showing a girl getting slightly younger. 
At this rate she would be a helpless baby in no time at all, 
and after that...

	Umbra ran back to M'Onel in hopes of soliciting his 
help. She tried to run faster but she continued to shrink, 
regressing into a five year old. Her little legs moved as fast 
as they could but by the time she got to the sleeping M'Onel 
she was a toddler.
	
	She tried to wake him by pushing him with her tiny 
little arms. "M'Onel! M'oneggglg!"

	ggglg? Even her speech was being affected. She wanted 
M'Onel to wake up, find a cure, anything. She couldn't die 
like this, not helpless. Not... it was getting hard to stand 
up. Umbra could feel herself losing the ability to stand up, 
legs too small and weak to support her weight. She was turning 
into a baby. 
	
	"NoooooooaaaaaaaAAAAAAAAAAAAAAAAA!" Umbra cried in a 
last attempt at protest.

***

	It was enough to wake M'Onel up. He awoke from his nap 
to find the blue skinned whore gone and a small naked baby 
girl in her place. The resemblance between the two was 
uncanny. This child, he decided, must be the whore's daughter. 
Abandoned no doubt.

	M'Onel gently picked the infant up and cradled it in his 
arms. 
	
	"Who are you?" he whispered softly. "You're such a cute 
little thing aren't you?"

	He couldn't leave the child here, that was for sure. 
Holding the child gently in one arm he stuffed his cock back 
into his pants. M'Onel decided there was only one thing to do 
with the abandoned baby of a whore.


	The baby began to cry.

***

	Umbra tried to communicate with M'Onel. Speech wasn't an 
option, every time she tried to say something it either came 
out as a wail or as some gibberish. It was inconceivable, how 
could she retain her intelligence and yet not even be able to 
talk. It was impossible, it was infuriating, it was scary.

	M'Onel just walked around with her cradled in his arms. 
Sure it felt like a safe place to be, but as a baby it was 
just too... too... too wrong.

	She tried to speak again but it only came out as "Ga gla 
go."

	M'Onel held her at arms length and looked at her. "What 
was that? Did you say something baby?"

	"Goo ke fa mmm," Umbra prattled excitedly. Could M'Onel 
understand her childish language?

	"I thought as much. Now what am I going to do with you? 
Obviously you can't stay with me."

	Umbra was crestfallen. He hadn't been able to 
communicate, he was just humoring the little baby. The 
helplessness was frustrating.

	Suddenly she felt an overwhelming need to pee. And 
though she tried to hold it in it felt like it was about to 
flush straight through her system and expel. If she couldn't 
fight, couldn't stand up, or even communicate at the very 
least she was going to hold back her urine long enough to get 
to a diaper. Umbra mustered up all her might, all her 
determination and willed herself not to pee. 

	The urine fell from her body as a golden arc onto 
M'Onel. He gave baby Umbra a sheepish look like he should have 
expected it and didn't blame her, after all she couldn't help 
it if she couldn't control her urinary tract yet.

	But to Umbra it was the ultimate defeat. She truly was 
helpless, in every sense. She couldn't even hold back her 
piss. No control whatsoever.

	She really didn't want to but she couldn't help it, the 
baby Umbra cried.

***	 

	M'Onel took baby Umbra to a nearby hospital and 
explained the situation. He wasn't sure what condition the 
child was in. Baby Umbra tried to speak up, explain she was 
all right but all that came out were some giggles. She had 
gotten used to it. Umbra had resigned herself to her fate. She 
was a baby, fine. At least she wasn't de-aging anymore. In 
time she might even begin to grow up again. Until then she was 
a baby.

	The nurse took her from M'Onel and Umbra began to cry. 
She didn't like being taken from M'Onel. But the nurse began 
to rock her back and forth and Umbra found the motion 
relaxing, she stopped crying.

	They ran a few tests on her but everything checked out 
okay, she was a normal baby. Umbra soon figured out the codes 
for getting what she needed. When she was hungry she cried and 
someone brought her a bottle of milk. When she soiled her 
diaper she cried and someone would change it, cleaning her 
body. 

***

	Brainiac 5 couldn't help but smile. Despite the onrush 
of memories the entire process was working quite well. The 
mind was a wonderfully adaptive organ, if it sensed a loss or 
a gain it adapted to it fairly quickly. According to the read 
outs Umbra was learning very quickly how to be a baby. She was 
unlearning the behavior she had grown accustomed to as an 
adult and was fast picking up the thinking processes of an 
infant.

	Of course once she had an infant brain again it would be 
near impossible for her learn how to be a "grown up". That 
information would have been lost and Umbra would need to 
relearn it all, just as slowly as she had the first time 
around. In other words, once Umbra was in baby mode Umbra was 
stuck in baby mode.

***

	Umbra wanted her blanket. Where was her blanket? She 
cried and the nurse lady came, bringing Umbra's blanket. The 
nurse tucked the blanket around Umbra and the baby stopped 
crying.

***

	Brainiac 5 removed the artificial reality helmet from 
Umbra's head and the blue skinned girl began to cry. She 
couldn't understand what had happened, she had been happy in 
the hospital and now she was in a funny room. It seemed 
familiar but it was scary so she cried. She cried because she 
didn't know where she was, she cried because her body had 
changed, getting bigger, she cried because she was sad.

	Brainiac 5 sat Umbra up and clutched her to his chest. 
He began to rock the girl gently, his hands resting on her 
large tits, fondling the light blue orbs, bringing the nipples 
to hardness. He began to hum a tune he had heard somewhere, a 
calming tune.

	Umbra began to coo. She recognized the green skinned man 
from somewhere, and she liked the way he was holding her, it 
made her feel good.

	"Is baby Umbra okay?" Brainiac 5 asked?

	Umbra began to make her gibberish noises and was quite 
surprised when she spoke real words. It was a triumph she told 
herself, but she wasn't sure why. It was all very confusing. 
She just wanted to say something to the nice green man.

	"Baby Umbra feel good."

	"I'm so glad." Brainiac pinched Umbra's nipple, the teen 
sized baby giggled. "I'm going to take care of you from now 
on, would you like that?"

	"Yay." Umbra clapped, pleased. Then she peed on the 
floor.

***

	A robot was cleaning up the mess. 

	Brainiac 5 had diapered Umbra with a large diaper he had 
developed for her. Just before putting it on his new baby he 
played with her cunt until she had an orgasm. He wondered if 
she simply retained her childlike mind and motor skills but 
the hormone levels appropriate to a teenager of her age and 
species. 

	Now she was playing with Mousey, screaming in delight as 
the human dog pranced around. Umbra was wearing only the 
diaper, looking like a refugee from an x-rated costume party. 
Mousey licked Umbra's tit, her tongue tasting the blue breast, 
concentrating on the hard nipple.

	The blue skinned girl caught Mousey by the neck and began to kiss her on the head. Mousey nuzzled her new friend 
and Umbra gave the once meek Triad a big hug.

	"Very cute," Triad, the only one to still keep the name, 
said.

	"Yes," agreed Brainiac 5 from his throne.

	"But I don't understand, your plan is to torture and 
humiliate the Legion girls isn't it? To turn them into sex 
slaves. So what's the point of turning Umbra into a baby, she 
doesn't even understand what's happened to her."

	Brainiac 5 sighed. "Triad you do not know my plan at all. Umbra's role in it is to become a baby. I need a baby."

"Then why not really de-age her? I know you could."

	"Well yes, but then I wouldn't get to watch the teenaged 
Umbra prance around acting like a baby, it's far sexier than a 
real infant. And once my plan is over I'll get to fuck that 
teenage body anytime I want. As for the humiliation, it's 
there. Somewhere deep in Umbra a part of her is the same 
person screaming like hell to be let go. Just like Lamp."

	"I understand."

	"I doubt it. Now, I just need someone to breast feed 
Umbra and make sure she orgasms regularly. I need a mother."

	"Don't look at me."

	"I wasn't, you're the last person I want raising my 
child."

	"Oh. Good."

	"Of course when my plan is over I'll fuck you whenever I 
want as well."

	Triad was silent.

	And somewhere, deep inside her mind, a part of Umbra 
screamed like a banshee, trying to explain that she wasn't a 
baby.

--to be continued--
</xmp>