Vril Dox

aka Brainiac 2

Created by Edmond Hamilton & Curt Swan
Current version created by Keith Giffen & Barry Kitson

Vril Dox II, Brainiac 2

Vril Dox (Brainiac, father), Lyrl Dox (son), Querl Dox (Brainiac 5, descendant), Brainiac 6 (descendant), Brainiac 8 (Indigo, descendant, deceased)

L.E.G.I.O.N., R.E.B.E.L.S.

Historical: Superman #167 (Feb. 1964);
Post-Crisis: Invasion! #1 (1988)



In pre-Crisis continuity, the Earth-One Vril Dox, also called Brainiac II, was a 20th century Coluan boy who became one of his world's greatest heroes after leading the overthrow of the Computer Tyrants of Colu. His 30th century descendant, Querl Dox, became Brainiac 5 and later joined the Legion of Super-Heroes.

As a boy, Vril Dox became an unwilling pawn in the Computer Tyrants' ambitious plan to expand their rule to the rest of the universe. The Tyrants had created a sophisticated android spy called Brainiac, possessing a 10th-level computer brain and armed with a powerful force field and shrinking ray. Brainiac's mission was to spy on alien civilizations and steal entire cities for analysis and evaluation. To disguise the android's mechanical nature, the Tyrants fashioned it in the likeness of an adult male Coluan possessing the "mental patterns" of a deceased Coluan scientist and ordered Vril Dox to masquerade as Brainiac's biological son, "Brainiac II" (a name that was actually tattooed on the boy's palm). However, Dox fled rather than aid Brainiac, leaving the android to continue his mission alone. (Superman v.1 #167)

Dox later elevated his own intellect to a 12th-level effector — eclipsing even the Computer Tyrants — and led the people of Colu in an uprising that overthrew the Tyrants. (Adventure Comics #365) (Brainiac, who was many light years from Colu at the time of the uprising, did not learn of his masters' destruction until years later and remained at large as a persistent enemy of Superman's.) Vril Dox's descendants inherited his 12th-level "computer mind" and the name Brainiac, which eventually became a title of honor on Colu.


The existence of Vril Dox was a pre-Crisis retcon. Earlier appearances of Brainiac — including his debut in Action Comics #242 (July 1958) — gave no indication that he was actually a machine. Similarly, the early appearances of Brainiac 5, who first appeared in the Supergirl story in Action Comics #276 (May 1961), indicated that he was a direct descendant of the villainous 20th century Brainiac.

The pre-Crisis Vril Dox was not named in his first and only on-panel appearance in Superman #167 (Feb. 1964), although that story did establish that Querl Dox was his descendant. His name and later history were first mentioned in the text feature in Adventure Comics #365 (Feb. 1968). Unlike the post-Crisis account, there was no specific indication that the "dying scientist" whose engrams were used to create Brainiac's humanoid personality was Dox's father, although that would have been a logical extrapolation.


After the Crisis, Brainiac's Silver Age origin was greatly retooled and the original story inspired a new lineage of Doxes. The opening story arc of L.E.G.I.O.N. '89 retold the story of Colu's overthrow of the Computer Tyrants.

Vril Dox the Second owes much of his identity to two important people in his life: his father, Vril Dox I, and a nameless Durlan, whom the elder Dox had enslaved. Though this Durlan was a servant on the foreign world of Colu, he developed a special bond to the younger Dox, and influenced his world view. (L.E.G.I.O.N. #23)

Young Dox is consoled by his caretaker, the Durlan.

Vril Dox I was a lead scientist on his homeworld. Colu has been long regarded as a cold world where science had put a stopper on emotion. When Vril Dox II was born/engineered, his growth was accelerated to adulthood. This resulted in a general lack of social conscience or compassion. (#1) But over the course of a decade, The Durlan became the young Dox's best friend (and occasional test subject). Because of the Durlan's influence, Vril Dox II did develop some sense of right and wrong, and maybe — just maybe — some emotional substance lurking beneath the surface. (#23)

Eventually, Vril's father was discorporated by the angry and fearful Computer Tyrants of Colu. His psyche began wandering the galaxy by inhabiting a robot form. This form became known across the galaxy as Brainiac. He was destroyed by the Omega Men, and his consciousness traveled to Earth, where another android form was created. (History of the DCU #2) There he soon possessed the body of the telepath, Milton Fine, and began a long history of terrorizing Superman. (Adv. of Superman #438)

In his father's absence, Vril Dox II was considered a loose end by the Tyrants and given over by Colu to the Dominators' as a good faith gesture of their neutrality in the war against Earth. The Durlan also stowed away inside Dox's body. (#23)

Vril Dox II became instrumental in the downfall of Dominators' invasion alliance, which included the Khunds, Thanagarians, Daxamites, Gil'Daan, Durlans, Okaarans, the Citadel and the Psions. Fearing the unpredictability of the human meta-gene, this alliance decided to destroy the Earth. On the Starlag prison, Dox II met up with Adam Strange, Snapper Carr, Garryn Bek and the Omega Men. (Invasion! #1)

This band of rebels on Starlag fought the alliance in space, while Earth's heroes defended their home world. During this time, Dox also met his future comrades, Stealth, Lyrissa Mallor of Talok VIII and Strata of Dryad. (#2)

After their victory, Dox led Stealth, Lyrissa, Bek and Strata back to his home world, Colu. He was emboldened by their success and sought nothing short of the destruction of his masters, the Computer Tyrants. In Dox's eyes, he owed a debt to the people of Colu, to make up for the evil actions of his traitorous father. (L.E.G.I.O.N. #1) They were successful in shutting down the Tyrants' mainframe, (#2) but without the Tyrants to guide it, Coluan society practically self-destructed. The Tyrants could not return to their mainframe on the planet, so they assumed a humanoid form and began plotting revenge. (This form is sometimes known as Pulsar Stargrave.) (#3)

Dox then became a sort of "godfather" to his people, which gave him the idea to form a new police force to replace the former Green Lantern Corps. To add heft to his team, he coerced Lobo into joining, with the stipulation that Dox's team would accept responsibility for protecting Lobo's space dolphins. His friends from Starlag were hesitant at first to join Dox, but ultimately decided that it might be a good idea to stick around to eye on Dox and Lobo. The new team traveled to Bek's homeworld of Cairn, known galaxy wide as the "drug world." There Dox quickly executed a plan to depose their chief drug lord and secure the allegiance of Cairn's police force. (#5)

During the takeover, Dox also secretly poisoned Lobo and his clones, depowering him and removing his ability to multiply (though one clone escaped).

Even the most well-organized mind could not plan for what happened next. His colleague, Stealth, underwent an extreme genetic hormonal change, and in the rage, raped and killed Dox! Garryn Bek's wife Marij'n, quickly set about cloning Dox and Lyrissa took over leadership of the team. (#7-8)

Meanwhile, the Computer Tyrant android arrived on Lyrissa's homeworld of Talok VIII. The primitive Talokians welcomed it and began referring it as Mr. Starr. (#8) Soon, Lyrissa and the others coined a name for the new team: L.E.G.I.O.N. (Licensed Extra-Governmental Interstellar Operatives Network) and other worlds began requesting contracts for police service. (#10) Later when Lyrissa Mallor was killed, the team rescued her artificially-aged daughter, Lydea, and Dox personally saw to her "development." After hearing protestations from the others, Dox recalled some advice given to him by the Durlan, and aborted his plan to brainwash Lydea. (#26)

Dox was quickly restored to his full self, but learned two shocking truths: Stealth was now pregnant with his child, and his friend the Durlan had disappeared. (#12) He had little time to recover before life with the L.E.G.I.O.N. took off again. Like Lobo before, Dox coerced Lar Gand into joining them by crippling the Daxamite powerhouse with lead poisoning. Lar joined the L.E.G.I.O.N. from need of Dox's anti-lead serum. (#16)

His next crusade was waged against the evil matter-transmuter, Dagon-Ra. (#17) During this caper, he recruited the help of Ra's prisoners, the Telepath, Lady Quark and Captain Comet. With their help, Dagon-Ra was defeated and died accidentally.

When Dox learned that his father was alive and quite active, he and Lar Gand headed for Earth. They invaded Project Cadmus in search of Brainiac and clashed with Superman. Regardless, Brainiac had already left for Colu. (Adv. of Superman Annual #2) Superman followed the L.E.G.I.O.N. to Colu, but Brainiac ultimately escaped them all. But during this trip, his team's trust in him was damaged when they learned he had used an "enhanced charisma" program to make the Coluans follow him. (LEGION Annual #1)

Dox's emotions, though repressed, did shine through once in a while, in their own way. He removed Stealth from active duty because of her pregnancy. She soon gave birth to a son, whom she later named Lyrl Dox in honor of Lyrissa. In keeping with Stealth's species, Lyrl was born with physical the characteristics of his father's race. (#28) Lyrl's birth did not draw Dox and Stealth closer together, but the circumstances of L.E.G.I.O.N.'s next case planted the seed for potential down the road.

When the Oddly, it began when the team was infiltrated by a new recruit, a woman named Ig'nea. She was in fact, the agent and daughter of the galactic crime lord, Max G'odd. She began using her wiles on Dox, asking him dates and convincing him to propose to her. (#32) Further, she convinced him to dissolve the L.E.G.I.O.N. (#34)

Dox eventually recovered his faculties and overcame Ig'nea's thrall. G'odd was defeated and Ig'nea escaped to torture them another day. (#35-39)

Once he was born, Stealth hid her son inside a space-faring Motherbeast. (#41) She learned of this creature while on Starlag. When Stealth was sent undercover into a slavery operation headed by Ig'nea, Ig'nea learned of the Motherbeast's location. (#48) Ig'nea kidnapped Lyrl with the help of a "legion" of super-villains, and delivered a critical blow to Stealth. She then offered Lyrl in exchange for Dox. Dox rescued Stealth & Lyrl but Ig'nea and the villains escaped. (#49-50)

When a larger threat to the galaxy emerged, Dox was instrumental in defeating a Triarch of ancient Malthusian gods (the L.E.G.I.O.N. had recently been contracted by the planet Malthus, birthplace of the Guardians of the Universe). Dox learned the Triarch's secret and summoned the Darkstars to keep Green Lantern occupied. He proceeded to awaken the Controller who originally created the Triarch and discovered the Triarch were not, in fact, gods. The mad Controller ordered the universe's destruction, but the Triarch learned the truth of their origins and turned on him. Once this was over, Dox made a deal: the Green Lantern Corps would patrol the space ways and aid with internal planetary affairs, the Darkstars would attend as planetary champions, and the L.E.G.I.O.N. would serve as the first-line defense for its client worlds. When jurisdictions overlap, the three agreed to cooperate. The Controllers actually offered Dox the position of administering the Darkstars, which he refused. (DCU: Trinity #1-2, LEGION #57-58, Green Lantern #44-45, Darkstars #11-12)

R.E.B.E.L. Yell

While Dox was busy with his affairs, he scarcely noticed that his own son was developing mental facilities far in advance of his years. Dox even went so far as to appoint Lyrl to a senior position in the L.E.G.I.O.N. (#64) But Dox was blinded by his family ties; Lyrl began plotting to take over his father's empire. Lyrl used his father's "enhanced charisma program" and took control of L.E.G.I.O.N. operatives one by one. It didn't take long for Vril Dox to figure out his son's plans, and he attempted to strip him of authority. (#67-69)

But it was too late. Lyrl transmitted his charisma program to all L.E.G.I.O.N. personnel. Dox, along most of the other core members managed to escape and became an outlaw group, hunted by Lyrl's L.E.G.I.O.N. Clients were told that Vril Dox had died. (#70)

These rebels dodged Lyrl's forces wherever they ran. Meanwhile, L.E.G.I.O.N. clients began to complain about poor service, so Lyrl invited 87 leaders to mourn Dox's death. This gave him the opportunity to brainwash them. (R.E.B.E.L.S. #1-8)

Dox's exile with his fellows also created a stronger bond between he and Stealth, who finally confessed their romantic feelings towards one another.

During this time, Dox also encountered a demon of the netherworld known as Neron. Dox made a deal with this devil: to destroy the rebels' enemy, the Ice Man, and to regain control of the L.E.G.I.O.N. In exchange, Dox agreed to attach his debt to his family line. (He later reveals: "I persuaded Neron to attach the debt to my bloodline. It comes due in, oh, about 1000 years.") Neron gave Dox some advice; he said, "Lyrl Dox cannot be defeated... until you remember whose son he is." He discovered that he could overcome Lyrl's mind control by inducing pain, so when they finally arrived on Cairn, he shot himself and Stealth. (#16)

Dox defeated Lyrl by heeding Neron's advice and administering a drug which affected Lyrl's maternal biology. Lyrl was thereafter apparently stripped of his advanced intelligence. In the aftermath, Captain Comet assumed leadership of the L.E.G.I.O.N. and canceled all previous contracts in order to allow clients to rejoin at their own will.

Vril Dox II retired, choosing to look after Lyrl and take up botany. (#17) But he found adventure soon enough, when he was paid a visit by Brainiac 5 — his distant descendant! Brainiac 5 freed his ancestor, Vril Dox the first, who then fled to Colu. Dox left Lyrl in Stealth's reluctant hands and went to Colu with Querl. Together, they defeated Brainiac, and as a result of the melee, the Coluan government banned the "Brainiac family" from the planet. The Coluan authorities then vowed to dedicate themselves to pure scientific research, with little regard to its application. Brainiac 5 realized that this mandate would doom Colu to 1000 years of no technological advancement. (Showcase '96 #11-12)

At some point after this, Dox reassumed his leadership of the L.E.G.I.O.N. and relocated their headquarters to the planet Malthus. There, he came to clash with the legendary protector of Rann, Adam Strange. Strange was running from the law, trying to discover why Rann had simply disappeared. Strange appeared on Malthus with the Omega Men in tow. Unfortunately, they were running from the awful Spider Guild, who were clients of the L.E.G.I.O.N. They notified Dox, who apprehended them all.

Soon Adam's wife, Alanna, showed up to reveal the truth: that a cosmic vampire named Starbreaker threatened to swallow the universe whole. Dox sent a L.E.G.I.O.N. assault fleet in to help win this battle, but he was soon drawn into a more dire situation: a galactic war between Rann and Thanagar, and a massive fissure in space. (Adam Strange v.2 #5-8)

In this war, Colu took Rann's side, and Dox took to analyzing the disruption in space (which was being caused by Alexander Luthor). He warned Donna Troy's army in space that no matter what happened, they needed to prepare for a massive disruption in the galaxy's space. (Infinite Crisis #1, Rann/Thanagar War Special)

One thousand years in the future, Brainiac Five is an integral part of the Legion of Super-Heroes.

Allegedly, Vril Dox's family line will propel the civilization on Colu to a time when Coluans actually forsake their bodies of flesh in favor of totally synthetic ones. Some time after the 31st century, Brainiac 6 would be his last organic descendant. Centuries after 6, his granddaughter Brainiac 8 would rise to affect events in Colu's past.

Brainiac 8 traveled to the 21st century and infiltrated the Outsiders under the name Indigo. She was destroyed in battle. (Outsiders #25)

Dox's legacy is known to reach even farther into the future, to the time of Brainiac 13.


Dox and Stealth's child was not officially named Lyrl until LEGION #66.

Since the introcution of Brainiac 5, it has always been the assertion that "Brainiac" is a title awarded on Colu. Aside from the original and Brainiac 5, it has never been definitively established that Vril Dox II is "Brainiac 2" or that Lyrl was "3." Neither is it clear if the title has only gone to the Dox family line.

The Brainiac 5 that Dox met was from a timeline which no longer exists. Further, in that timeline, the deal Dox made with Neron affected Querl's mother, Brainiac 4, who was evil and tried to kill her son. In the Legion's new, rebooted timeline, the Dox family tree remains to be explored.

+ Powers

Vril Dox is possessed of tenth Level Intelligence, which compares to a human being's normal sixth Level. (Coluans are eighth and the original Brainiac is twelfth). And though the Coluan race is very intellectually advanced, not all Coluans possess this level of brain power. Because of this advanced intelligence, Dox's family line has been (and will be) very influential (for good and bad) to the development of Coluan society.

Dox has invented a technology called Silica, which attaches to his skin and allows him to interface with remote computer systems. It can also act like a force field.

Appearances + References



  • L.E.G.I.O.N., 70 issues (1989-94)
  • R.E.B.E.L.S., 17 issues (1994-96)
  • R.E.B.E.L.S. v.2, current (2009-)