Professor Hamilton installs a transmitter on Galatea's forehead putting her in telepathic contact with the Ultimen. He explains that, unlike the previous versions, these Ultimen clones are just "blank slates", entirely dependent on Galatea's commands. Waller appears, telling Galatea it is time. As she prepares to leave on her mission, Galatea stops, turns back, and gives Hamilton a goodbye hug, calling him "Daddy". With that comment, Hamilton's face falls.
Aboard the Watchtower, the crew are still working flat-out to restore main power as quickly as possible. The first thing they get back is communications, which allows them to speak with Flash reporting from the surface that, mercifully, there are no fatalities. However, Flash also conveys that the public no longer trusts the League, blaming them for what happened. Seeing a news report of the devastation, Superman calls a meeting of the founders, sans Flash and Batman since they're both planetside. Superman says they've lost the trust of the people, and Wonder Woman proposes making a gesture of cooperation. The founders announce to the rest of the League that they are temporarily giving themselves up for arrest until their innocence is proved. When called, Flash agrees to come too, but Batman vehemently refuses, despite Wonder Woman's pleas, preferring instead to track down those responsible for framing them. Six of the seven founders surrender themselves to the authorities.
Aboard the Watchtower, the systems detect a volley of incoming Damocles-class missiles, which deploy driller heads instead of explosive payloads. The missiles strike, boring into the hull and disgorging the Ultimen. Galatea follows, issuing two simple orders: Clear her a path to the station's reactor room, and then kill everyone in the Watchtower. Inside Cadmus, Amanda Waller and General Eiling are watching the progress of the attack, when Batman appears, knocks out Eiling easily, and confronts Waller. He tells her that, moral considerations outside, the League wouldn't have fired the cannon: They've been keeping tabs on Cadmus for months, and would have known that the facility was empty when it was hit. The cannon was fired remotely, and out of the people capable of doing so, the only one not already on the Watchtower was Lex Luthor. Batman suggests that Waller "start looking at him, hard", then leaves.
A full-scale battle rages inside the Watchtower. Even the human support staff, though told to stay sheltered, join in the fighting. As a group of Ultimen reach the infirmary, Huntress and Question join the fray, as does Captain Atom, still injured, from his sick bed, having decided whose side he is on. Steel notices a danger signal from the reactor room and flies down to join Atom. As the League takes the upper hand, Supergirl breaks off and runs down to check. She finds Atom knocked unconscious, and sees Galatea wiping the floor with Steel. Galatea informs Supergirl that she is about to sabotage the reactor and blow up the Watchtower. They fight, but Supergirl is outmatched. Galatea is stronger and more aggressive than she is. As they fight, Supergirl goads her with the fact that she is not a real person, and Galatea becomes even more violent.
Back at Cadmus, Waller has started "looking" at Luthor, and it has taken her an embarrassingly short time to discover that Batman was right: Luthor has been poaching copies of advanced Cadmus technology and shipping it to his laboratory at LexCorp. Hamilton makes a quick examination of the technology and confirms that it could have been used to remotely fire the Watchtower's cannon, but there's something else. In horror, Hamilton realizes what Luthor's true plan is. Waller calls Galatea and orders her to cease the attack. Galatea, blind with rage and her desire to kill Supergirl, ignores the order. As she burns Supergirl with her heat vision, Steel awakens in time to fire a blast that drives her back. Reaching the end of the restart process, the power is restored. As Galatea charges, Supergirl rips out a huge power coupling and rams it into her stomach, feeding her a massive surge of electricity. Up on the bridge, the League cheers as the last of the Ultimen are defeated, but the power goes off as soon as it came back on. Supergirl helps Steel to his feet, while Galatea is left on the floor, twitching and catatonic.
In his laboratory, Luthor has finished his great project: An android body based on the design of Amazo albeit with his own likeness. He intends to transfer his consciousness into the android, but Batman confronts him before he can begin. He has finally solved the puzzle: When Luthor worked with the Atom to stop Amazo, he saw the android's blueprints and memorized them. Batman realizes that the Cadmus crisis is all a cover for Luthor's true goal: Giving himself superpowers. Luthor confirms this, but adds that he'll also gain his revenge on Superman. The world has turned against the Justice League, so him killing the Man of Steel will be seen as a heroic act. Batman attempts to destroy the android, but Luthor intercepts and crushes his explosive Batarang. They briefly fight, but Luthor quickly subdues Batman and throws him out of the window with his mysterious super-strength. Before he can hit the ground, however, Batman is rescued.
Meanwhile, Luthor has hooked up his equipment and is ready to begin the consciousness transfer. Just before he throws the transfer switch, Waller appears with a nano-disassembler cannon (Luthor's own design) and disintegrates the android. Luthor rages that Waller has ruined weeks of hard work, but then she declares him to be under arrest for framing the League and attempting to kill everyone at Cadmus. Backing Waller up, the seven founders of the Justice League have entered the room. Superman tells Luthor that it's over. Outnumbered and out of options, Luthor still refuses to give up...but suddenly interrupts himself with a scream of pain. He falls to the floor, his body mutating into a tentacled, top-heavy monstrosity with a familiar three-dot triangle on his chest. As a skeletal metal face emerges from his abdomen, Luthor's voice becomes mingled with, then rapidly subsumed by, a robotic monotone: Brainiac.
Tropes:
- Badass Normal: Even the League's non-powered members, like Wildcat and Commander Steel, hold their own against the Ultimen. A group of Watchtower employees even charge one of the Shifter clones while she's in the form of a T-rex.
- Batman Gambit: Bruce's conversation with Waller when he infiltrates the new Cadmus HQ. He knows Waller will never believe his claims that the League's been framed (plus his time to make said argument is almost certainly limited due to Cadmus security inevitably responding to his break-in). Knowing Waller is a patriot, Bruce instead plays on that. He points her in Lex's direction...and despite her own skepticism and distrust, Waller starts digging. She has to be sure Cadmus hasn't been played and that they're not unwittingly endangering national/global security. It works.
- Big Badass Battle Sequence: The Cadmus raid on the Watchtower results in a full on brawl between the members of the JLU and an army of superpowered clones.
- Body Horror:
- Galatea is hideously burned after being defeated by Supergirl.
- What happens to Luthor during the final minute when Brainiac emerges...
- Call-Back: Waller proclaimed herself as an American patriot back in ''The Doomsday Sanction". Bruce cites that conversation and tries to play the patriotism card when convincing her of Luthor's guilt.
- Clear My Name: Batman focuses on actually proving that someone hacked the Watchtower's BFG.
- Continuity Nod:
- When the League founders turn themselves in, they're asked about Batman's whereabouts and Flash says "the batmobile lost a wheel, the Joker got away". These lines came from the Joker's version of "Jingle Bells" in "Christmas with the Joker".
- Luthor (actually Brainiac) was planning to upload himself into a duplicate of Ivo's android.
- Curb-Stomp Battle:
- Three Wind Dragon clones are overpowered in a contest of power with Red Tornado, who doesn't even bother using both hands.
- Really, the battle between the Justice League and the Ultimen army is squarely in the League's favor. Whenever an individual hero is shown being overpowered, another Leaguer swoops in to beat the Ultimen back.
- The fight between Galatea and Supergirl. Supergirl can barely lay a finger on Galatea, who effortlessly dominates her throughout their confrontation. Supergirl just barely manages to come out on top due to quick thinking on her part and Steel's intervention.
- Deus Exit Machina: Most of the founders save Batman surrender to the authorities shortly before Galatea and the Ultimen attack the Watchtower.
- Didn't See That Coming:
- Luthor muses how he spent years bankrolling assorted projects for his own end, but that it was the work of one of his old employees (Dr. Ivo) that's poised to give him greatest victory.
- Brainiac's involvement for everybody.
- The Dissenter Is Always Right: When the Justice League are blamed for an attack against Cadmus, the founding members of the League agree to surrender to authorities until they can prove their innocence. Batman is once again the lone dissenter, arguing that they're more likely to bring the real culprit to justice if they aren't behind bars. His confrontation with Amanda Waller proves crucial to uncovering the truth and preventing Lex Luthor from transferring his consciousness into a powerful and immortal android, making himself a living god.
- Dramatic Irony: The retcon that the DCAU Lex has had a photographic memory this entire time. While it's not actually pointed out in this episode, this revelation does mean that the DCAU Lex could easily have realized that Clark Kent and Superman are dead ringers for one another (and similarly Bruce Wayne and Batman thanks to their interactions both in this series and back in "World's Finest"). But even with an eidetic memory, Lex still can't see the forest for the trees if his life depended upon it (or conceive that Superman wouldn't spend all his time as a demigod).
- Dynamic Entry: Batman effortlessly breaks into Cadmus' new headquarters and punches out Eiling with ease.
- Enemy Mine: After finally learning the truth, Waller teams up with the League to confront Luthor.
- Evil Plan: Luthor's real goal is to obtain superpowers of his own. He funded Cadmus so that they would discredit the Justice League and while both sides warred against each other, he smuggled technology in secret and used them to build a new AMAZO. Once he transferred his mind into the android, he'll used its powers to kill the "renegade" Superman and be remembered as a hero.
- Explain, Explain... Oh, Crap!: Hamilton when Waller asks him if the Cadmus technology that Luthor stole could have been used to hack into and hijack the Watchtower's weapons systems. Hamilton's analysis agrees that yes, it is theoretically possible...but that's also the least of it. After further reviewing the manifest, Hamilton instantly realizes why Lex stole that particular technology and what his real endgame is (transferring his consciousnesses into an AMAZO android, though this isn't revealed until later when Batman confronts Lex).
- The Farmer and the Viper: Lampshaded by Waller when she realizes Luthor was the one who triggered the Watchtower's cannon: "I knew he was a snake and I still let him bite me."
- Foreshadowing:
- Galatea calls Hamilton "Daddy", revealing that she has actual feelings for him and foreshadowing her Berserk Button, when Supergirl retorts by supposing that Tea's Cadmus handlers see her as nothing more than a tool for a job.
- The episode title itself is one for those who recognize it as a Mythology Gag — and remember that Brainiac was the villain of that particular storyline.
- Genre Blindness: Defied. Luthor ridicules Amanda for thinking she alone could stop him. She says she did think she could, but on the chance she was wrong, she had the League founders released from prison.
- Hoist by His Own Petard: The android body Luthor intended to take over is destroyed by someone using a technology he had previously developed. Amanda Waller even comments on that.
- Honor Before Reason: Most of the League's founding members agree to surrender to US custody as a show of good faith. Batman, however, finds the idea idiotic.
- Hypocrite: Galatea calls the Justice League "a bunch of dangerous loose cannons." She then proves herself to be a loose cannon more dangerous than the League ever was when she tries to kill the Justice League even after her mission is called off.
- If I Wanted You Dead...: When Waller accuses the League of attempting a war with Cadmus (and sent a superpowered army towards the Watchtower), Batman points out to Waller that the Justice League have been monitoring Cadmus for months, and are well aware that they moved their location since the Question was retrieved. (Indeed, Batman's break-in is evidence of this.) Therefore, what would the point be of the League using their Kill Sat on an abandoned warehouse? When Waller replies that it might have been a warning shot, Batman retorts "Don't be dense." If the League wanted to go to war with Cadmus, they would, without warning.
- Improvised Weapon: The Question knocks out a Juice clone using a bedpan.
- Loophole Abuse: How Bruce defies the founding Leaguers' orders to surrender himself into custody as a show of goodwill. He's technically still a part-timer, so he's not obligated to follow their lead.
- Mass "Oh, Crap!": The founding Leaguers, Waller, and even Luthor himself at the end when Brainiac makes his presence known.
- My God, What Have I Done?: After seeing footage of the devastation caused by their space cannon, Superman is deeply ashamed of himself. When some of his fellow founding members try to pin the blame on the perpetrator (Lex), Superman wasn't having any of it and wants that cannon be destroyed.
- Mythology Gag: the episode is named after a classic episode of The Adventures of Superman. Also used in a 1992 DC Comics storyline.
- Nice Job Breaking It, Hero: Kara desperately goading Galatea during their fight by reminding her of her origins and that she's ultimately just a lab experiment. While it catches Galatea off-guard, it also makes the clone more determined than ever to kill her counterpart — enough that she openly defies Waller's direct orders to cease the assault and nearly succeeds in destroying the Watchtower.
- No-Holds-Barred Beatdown: Galatea delivers an utterly brutal one to Supergirl. The beating she dished out on both Steel and Atom was nothing to scoff at either.
- Not-So-Well-Intentioned Extremist: Galatea pays lip service to Cadmus' ideals about the Justice League being an unacceptable risk, even claiming to be the real hero between herself and Supergirl. Kara works out that her actual motive is to prove that she's better than Supergirl and get over her issues with being a clone, an argument bolstered by Galatea's refusal to back down from her mission at Waller's command.
- Offhand Backhand: Batman breaks into Cadmus and immediately throws his batarang at General Eiling, disarming his gun which he had pointed at Batman. As Batman walks towards Waller, the general charges towards him, and is promptly punched out without Bats giving even a glance at him.
- Oh, Crap!:
- Supergirl when she realizes that there are dozens of missiles on a collision course with the Watchtower.
- Hamilton realizing Luthor's plan after he examines the technology he stole from Cadmus.
- Waller after ordering Galatea to stand down and withdraw...and realizing to her horror that Galatea's intentionally disobeying her orders and is still going to try to destroy the Watchtower anyway.
- Batman when Luthor catches the exploding batarang in his hand and nothing happens.
- Play-Along Prisoner: The six Justice League founders who surrender are doing so as a show of faith. The guy taking them in doesn't even bother to cuff them, since he knows that if they really want to break out that wouldn't even slow them down.
- Retcon: The DCAU Lex Luthor is retroactively revealed to have possessed a photographic memory this entire time. Lex hand-waves the retcon in-story by smugly claiming, "I'm too modest to boast."
- Quality vs. Quantity: The Justice League (minus the Seven) vs an army of Ultimen. Quality wins as the League easily wipes the floor with the Ultimen.
- The Reveal: Luthor isn't the one pulling the strings...it's Brainiac.
- Spanner in the Works: Once Waller realizes Batman was right and that Luthor played them all, she orders Galatea to cease the attack on the Watchtower and withdraw. Unfortunately, Galatea openly defies Waller's orders and nearly ends up destroying the station anyway out of her determination to kill Kara at any cost.
- Surrounded by Idiots: Pretty much Batman's reaction to the other founders surrendering themselves into Government custody. He even calls it the single dumbest plan he's ever heard.
- Talk to the Fist: As Galatea beats down on Supergirl, she brags about what she’ll do once she takes her down for good. Supergirl shuts Galatea up permanently by ramming a giant live power cable into her.
- Tranquil Fury: Waller after discovering Batman was right, that she underestimated Luthor and got played, and he nearly killed her and the rest of Cadmus.
- Underestimating Badassery: Waller never trusted Luthor, but she also never saw him as much more than a useful source of funds for Cadmus. She was very wrong.
- Waxing Lyrical: In-universe, Flash uses some lyrics from The Joker's version of "Jingle Bells" from "Christmas with the Joker" to explain Batman's absence.Flash: The Batmobile? Lost a wheel. The Joker got away. At least that's what I heard.
- Wham Episode: Big time. The Original Seven are together again and go on to confront Luthor without the rest of the league, and in the last seconds of the episode it's revealed that Brainiac has been implanted in Luthor and that he is the true The Man Behind the Man.
- Wham Line: Said right as machinery starts to emerge from Luthor's body.Luthor: I hoped to remain hidden until I could install myself into the android...Brainiac: But you've forced my hand.
- Wham Shot: Luthor Hulking Out and he whirls around for everyone to see Brainiac's visage.
- Worf Had the Flu: The Ultimen clones controlled by Galatea have no free will or appreciable intelligence, reducing their efficacy against the Justice League.
