Recap / Justice League Unlimited S 2 E 11 Panic In The Sky


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 Lex Corp. 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 the 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.


  • Body Horror: What happens to Luthor during the final minute when Brainiac emerges...
  • Chekhov's Gun: The laser Braniac hit Luthor with all the way back in Superman: The Animated Series actually injected him with nanites containing his codes.
  • Clear My Name: Batman focuses on actually proving that someone hacked the Watchtower's BFG.
  • Cloning Blues: Supergirl exploits this while fighting Galatea.
    Supergirl: You know what? No matter how bad you beat me, I'm real, not a clone.
    Galatea: Shut up.
    Supergirl: Deep down you know the truth. You're not a person; you're just a weapon grown out of one of Hamilton's petri dishes
    Galatea: SHUT UP!
  • Curb-Stomp Battle: The fight between Galatea and Supergirl is basically this. 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 is this for everybody.
  • Dynamic Entry: Batman effortlessly breaks into Cadmus' new headquarters and punches out Eiling with ease.
  • 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."
  • 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.
  • Honor Before Reason: Most of the founding Leaguers agree to surrender to US custody as a show of good faith. Batman, however, finds the idea idiotic.
  • 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.
  • No-Holds-Barred Beatdown: Galatea delivers an utterly brutal one to Supergirl.
  • 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!:
    • Hamilton realizing Luthor's plan after he examine's the technology he stole from Cadmus.
    • Batman when Luthor catches the exploding batarang in his hand and nothing happens.
  • The Reveal: Luthor isn't the one pulling the strings...Brainiac is.
  • 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 Man Behind the Man.
  • Wham Shot: Brainiac revealing himself.