Vril Dox II

+ Lyrl Dox aka Brainiac 3

Created by Edmond Hamilton and Curt Swan

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)


Vril Dox II (sometimes referred to as "Brainiac 2") was the adopted son of Brainiac, the notorious intergalactic terrorist and foe of Superman. Dox would eventually become one of Colu's greatest heroes after leading a coup to overthrow the planet's masters, the Computer Tyrants. His 30th century descendant is Querl Dox, aka Brainiac 5, who joined the Legion of Super-Heroes. (Action Comics #276)

Vril Dox shares the given name of his father, Brainiac. In pre-Crisis continuity, Brainiac's personality was said to have been modeled on that of a dying Coluan scientist — perhaps Vril Dox II's biological father, whose 'mental patterns' were downloaded into the android's body. But the earliest appearances of Brainiac — including his debut in Action Comics #242 (July 1958) — did not describe him as a machine.

Vril Dox the second first appeared in Superman #167 (Feb. 1964, Brainiac's seventh appearance), which verified that Querl Dox (Brainiac 5 of the Legion of Super-Heroes) was his descendant. Brainiac's given name and later history were first mentioned in the Legion text feature in Adventure Comics #365 (Feb. 1968).

After Crisis on Infinite Earths, Brainiac's origin was retooled. Vril Dox II was reintroduced in the three-issue Invasion! (1988), which led into the L.E.G.I.O.N. series; its first story arc involved Dox's overthrow of the Computer Tyrants of Colu.

Pre-Crisis History

Lex Luthor reviews the history of planet Colu, and the the Computer Tyrants' rise to power.
The Tyrants give the android Brainiac a biological "son," Brainiac II. From Superman #167 (Feb. 1964); art by Edmond Hamilton, Curt Swan and George Klein.
Brainiac recalls his home planet, Bryak, and kidnaps baby Kal-El. From Superboy #106 (July 1963); by Edmond Hamilton and George Papp.
In his first appearance, Brainiac demonstrates his powerful force shield. From Action Comics #242 (July 1958); by Otto Binder and Al Plastino.

The Coluan boy named Vril Dox was an unwilling pawn of the Computer Tyrants of Colu. These overlords had an ambitious plan to expand their rule to the rest of the universe, so they created a sophisticated android spy called Brainiac. Brainiac possessed a tenth-level computer brain (as opposed to humans' sixth-level) and was 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 its mechanical nature, the Tyrants fashioned the android in the likeness of an adult male Coluan and imprinted him with the "mental patterns" of a deceased Coluan scientist. The Tyrants ordered the young Vril Dox II to masquerade as Brainiac's biological son, "Brainiac II," a name that was actually tattooed on the boy's palm. Vril Dox II fled from Colu rather than aid Brainiac, leaving the android to continue his mission alone. Brainiac went on to meet Lex Luthor, who helped rewire his brain and give him twelfth-level intelligence. (Superman v.1 #167)

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

More on Brainiac

Brainiac was created many years before this, for Action Comics #242 (July 1958), but had only appeared a handful of times. The above-mentioned story from Superman #167 was created when DC discovered that the name 'Brainiac' was trademarked by the inventor of a real-life computer kit. They altered the character to be an android, which meant that Brainiac could not be the biological ancestor of Brainiac 5 (introduced in 1961). So the 'human son of Brainiac' was introduced to serve that purpose.

In his earliest appearances, Brainiac's mission was to steal cities from across the universe, miniaturizing them with the intent of repopulating his (unnamed) home planet, whose population had been wiped out by a plague. One early target was Kandor, the capital city of Krypton, which he stole just before the planet was destroyed. (Superman #141)

In Superboy #106 (July 1963), it was revealed that Brainiac and two minions had actually kidnapped baby Kal-El from Krypton and taken him back to their home planet, Bryak. But under its yellow sun, the surprise super-baby was more than they could handle, so they returned him to Krypton. An editor's note explained that Brainiac had a 200-year lifespan.

Brainiac and his space monkey, Koko, first encountered Superman in space above Earth. His ship was protected by an "ultra-force barrier," which he used to slip past Superman to miniaturize and steal the world's major cities! This is when Superman discovered that he possessed Kandor. Brainiac planned to re-enlarge the cities on his home world and placed himself in suspended animation for the journey. With Brainiac unconscious, Superman managed to restore the cities and protect Kandor within his Fortress of Solitude (he ran one short of the ray that could enlarge the cities). (Action Comics #242)

Post-Crisis History

The origin of Vril Dox II. From L.E.G.I.O.N. #1 (Jan. 1991); art by Barry Kitson and Mike DeCarlo.
Young Dox trains with his caretaker, the Durlan. From L.E.G.I.O.N. #23 (Jan. 1991); art by Richard Piers Rayner.
Vril Dox and Garryn Bek prepare to escape from the Dominators' Starlag prison. From Invasion! #1 (1988); art by Todd McFarlane.

Vril Dox I was a lead scientist on his homeworld, Colu. The planet was long regarded as a cold world where science was valued over emotion. His son, Vril Dox II, was engineered more than born, and his growth to adulthood was accelerated. This resulted in a general lack of social conscience or compassion. (L.E.G.I.O.N. #1) Young Dox was raised largely by a nameless Durlan, a slave of his father. Over the course of a decade, the Durlan became the Dox's best friend (and occasional test subject) and influenced his moral development. (#23)

Eventually, Vril's father was discorporated by the angry and fearful Computer Tyrants of Colu. His psyche came to inhabit a robot form and wandered 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. (Adventures of Superman #438)

To the Tyrants of Colu, Vril Dox II was a loose end and he (and the Durlan, who stowed away inside Dox's body) were given over to the Dominators. This was their good faith gesture of neutrality in the Dominators' war against Earth. (L.E.G.I.O.N. #23)

Vril Dox II became instrumental in taking down the Dominators' invasion alliance, which included the Khunds, Thanagarians, Daxamites, Gil'Daan, Durlans, Okaarans, the Citadel and the Psions. These aliens feared the unpredictability of the human meta-gene, and they planned to destroy Earth. Meanwhile on the Starlag prison, Dox made alliances with Adam Strange, Snapper Carr, Garryn Bek and the Omega Men. (Invasion! #1)

This band of rebels 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 the Dominators were defeated, Dox was emboldened by their success. He led Stealth, Lyrissa, Bek and Strata back to his home world, Colu to destroy his former masters, the Computer Tyrants. Dox felt responsible to his people, to atone for the evil actions of his traitorous father. (L.E.G.I.O.N. #1) Dox's group was 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 computer mainframe on Colu, so they created a humanoid form and began plotting revenge. (This form is sometimes known as Pulsar Stargrave.) (#3)

Dox 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 them, with the stipulation that Dox's team would take responsibility for protecting Lobo's space dolphins. Dox's new friends from Starlag were hesitant at first to join this new endeavor, but ultimately decided that they should at least stick around and keep an eye on Dox and Lobo. The new team traveled to Garryn Bek's homeworld of Cairn, known galaxy wide as the "drug world." Dox quickly executed a plan to depose their chief drug lord and secured the allegiance of Cairn's police force. (#5)

During the takeover of Cairn, Dox also secretly poisoned Lobo, depowering him and removing his ability to multiply (though one clone did escape).

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

After consolidating power on Cairn and recovering from his attack, Dox shares a characteristically combative moment with Stealth. From L.E.G.I.O.N. #12 (Feb. 1990); art by Barry Kitson and Mark McKenna.

Meanwhile, the android form of the Computer Tyrants 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 wasted no time resuming his L.E.G.I.O.N. duties and coerced the Daxamite Lar Gand into joining them. Gand resisted at first but Dox crippled the powerhouse into submission with lead poisoning. Lar joined the L.E.G.I.O.N. because he needed Dox's anti-lead serum. (#16)

Dox's next crusade was waged against the evil matter-transmuter, Dagon-Ra. (#17) During this caper, he recruited 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. (Adventures 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)

"Brainiac 3"

Dox's emotions, though repressed, shone through occasionally, 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 that potential. Note: The child was not officially named Lyrl until LEGION #66.

L.E.G.I.O.N. was infiltrated by a new recruit named Ig'nea, who was in fact the agent and daughter of the galactic crime lord, Max G'odd. She used her wiles on Dox, asking him on dates and convincing him to propose to her, (#32) and ultimately 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)

Stealth returned to active duty but hid Lyrl inside a space-faring Motherbeast. (#41) Ig'nea learned of the Motherbeast's location (#48) and kidnapped Lyrl with the help of a "legion" of super-villains. She offered Lyrl to the L.E.G.I.O.N. in exchange for Dox himself, but Dox was able to rescue Stealth and Lyrl; Ig'nea and the villains escaped. (#49-50)

L.E.G.I.O.N. was contracted by the planet Malthus (birthplace of the Guardians of the Universe) and called to defend it against a Triarch of ancient Malthusian gods. Dox learned the Triarch's secret and summoned help from the Darkstars. Once the threat was over, Dox made a deal with the Darkstars and the Green Lantern Corps: the Lanterns agreed patrol the spaceways 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 offered Dox the position of administering the Darkstars, which he refused. (DCU: Trinity #1-2, L.E.G.I.O.N. #57-58, Green Lantern #44-45, Darkstars #11-12)

R.E.B.E.L. Yell

Vril Dox trading card from Skybox Cosmic Teams (1993, #72 of 150); art by Barry Kitson and Robin Smith.
Dox and Stealth's son, Lyrl, takes his first steps —  toward domination. From L.E.G.I.O.N. #66 (May 1994); art by Arnie Jorgensen and James Pascoe.

While Dox was busy with his affairs, he failed to notice that his own son was developing mental faculties far in advance of his years. Dox went so far as to appoint Lyrl to a senior position in the L.E.G.I.O.N. (#64) But he was blind to Lyrl's plot to take over his father's empire. Lyrl used Dox's "enhanced charisma program" and siezed control of L.E.G.I.O.N. operatives one by one. When Vril Dox figured out his son's plans, he attempted to strip him of authority. (#67-69)

But it was too late; Lyrl took over all L.E.G.I.O.N. personnel. Dox and 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 — an opportunity to brainwash them as well. (R.E.B.E.L.S. #1-8)

During their exile, Dox bonded with Stealth, and they finally confessed their romantic feelings for one another.

During this time, Dox also encountered a demon of the netherworld known as Neron. Dox made a deal with the prince of Hell. In exchange for victory over Lyrl and regaining control of L.E.G.I.O.N., Dox agreed that his debt to Neron would be attached to his family line. (He later said, "I persuaded Neron to attach the debt to my bloodline. It comes due in, oh, about 1000 years.") Neron gave Dox the advice, "Lyrl Dox cannot be defeated... until you remember whose son he is." (#16)

On Cairn, Dox defeated Lyrl by 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)


Soon enough, adventure found Dox once more when he was visited by his distant descendant — Brainiac 5 aka Querl Dox! Brainiac 5 had freed the original Brainiac, who then fled to Colu. Dox left Lyrl in Stealth's reluctant hands and went to Colu with Querl. They defeated Brainiac together, and as a result of the melee the Coluan government banned the "Brainiac family" from the planet. The Coluan authorities vowed to dedicate themselves purely to scientific research, with little regard to its application. Brainiac 5 realized that this mandate would doom Colu to 1000 years of stagnant technological advancement. (Showcase '96 #11–12) Note: At the time of this story's publication, (1996) the DC Universe had only one Earth and timeline. This Brainiac 5 was from the post-Zero Hour Legion. When the multiverse was recreated during 2005's Infinite Crisis, this Legion was said to be from Earth-247.

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. He appeared on Malthus with the Omega Men in tow. They were running from the awful Spider Guild, who were clients of the L.E.G.I.O.N. and notified Dox, who apprehended them all.

Adam's wife, Alanna, discovered 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 drawn into a dire 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; Dox analyzed the disruption in space and warned Donna Troy's army in space to prepare for a massive disruption in space. (Infinite Crisis #1, Rann/Thanagar War Special)

R.E.B.E.L.S. Volume 2

Dox lost control of L.E.G.I.O.N. a second time, but shortly afterward received a coded message from his descendant, Brainiac 5 (that of Earth-Prime), who gave him information about the future Legion of Super-Heroes. Dox used that information to recruit or create new operatives, who again adopted the name "R.E.B.E.L.S." They attempted to save the galaxy from the minions of Starro. (R.E.B.E.L.S. v2 #1–14, Annual #1)

After defeating Starro, Dox reorganized the L.E.G.I.O.N. Needing a new base of operations, Dox arranged to transport the dead planet Rann to the Vegan System, placing it in the former orbit of Tamaran and terraforming it back to its prewar condition. After the people of Rann returned to their restored homeworld, they agreed to allow Dox to place a L.E.G.I.O.N. headquarters in Ranagar, Rann's capital. Dox also negotiated an end to the Rann-Thanagar war and convinced Blackfire to resettle her people on Rann's southern continent rather than start a new war. (R.E.B.E.L.S. v2 #15–17) With the help of Adam Strange, Dox mended fences with the Green Lantern Corps (#23) and signed a mutual defense pact with the people of Rann and Tamaran. (#28)

A clash with Brainiac and Pulsar Stargrave gave Dox and Lyrl (now preferring the name "Brainiac 3") the opportunity for a little revenge on Dox's hated father. (#18–20) However, Lyrl's tenuous alliance with Dox proved short-lived and Lyrl subsequently departed Rann for parts unknown, claiming to be "outside the narrow conventions defining 'good' and 'evil.'" (#28)

The Future

Since the introduction of Querl Dox/Brainiac 5, it was always asserted that "Brainiac" was a title awarded on Colu, but Vril Dox II vehemently despised being called "Brainiac 2." One thousand years in the future, in multiple timelines, Brainiac 5 is an integral part of the Legion of Super-Heroes.

After Brainiac 3/Lyrl Dox, the Brainiac title fell into such notoriety that the Dox family stopped using it for centuries. In the late 30th century, Kajz Dox, picked up the mantle and named himself Brainiac 4. Querl Dox — who was orphaned as a child — became then only the fifth person to earn bear the title, doing so at the age of twelve. The Dox family retained secret knowledge of certain technologies such as force fields, knowledge they never shared with others on Colu. (Adventure Comics #335, Legion: Secret Origin #1-3)

In the timeline of Earth-247, the post-Zero Hour Legion, Brainiac 4 was the mother of Querl Dox. Because of the bargain that Vril Dox made with Neron, she was evil, and tried to kill her son. (Legion v.4 #77, 107–108)

The Dox family is reputed to have propelled the civilization on Colu to forsake their bodies of flesh in favor of totally synthetic ones. Sometime after the 31st century, Brainiac 6 would be the last organic descendant.

Centuries after that, his granddaughter Brainiac 8 would travel to the 21st century and infiltrate the Outsiders under the name Indigo. She was destroyed in battle. (Outsiders #25)

The Dox legacy is known to reach even farther into the future, to the time of Brainiac 13. (Superman: Y2K #1)

+ Powers

Vril Dox is possessed of tenth Level Intelligence, which compares to a human being's normal sixth Level. (Normal Coluans are eighth- and the original Brainiac is twelfth-level). 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, 28 issues (2009–11)