Aboard their satellite headquarters, the Justice League of America repel an invasion of Megaliths. The Megaliths quickly prove to be a match for the Justice League of America. The Elongated Man desperately tries to keep one of the Megaliths from punching through the hull of the satellite. The Elongated Man fails. Explosive decompression sweeps the Justice League of America into space. The Elongated Man awakens. The entire scenario was only a nightmare. The Elongated Man's wife, Sue Dibny, fails to soothe him. The dream reenforces the Elongated Man's self doubts, and feelings of inadequacy.
Unbeknownst to the Elongated Man, his dreams are being observed by Doctor Destiny. Doctor Destiny checks on the progress of an experiment in dream deprivation. Doctor Destiny continues to monitor the dreams of the Justice League of America. Gotham City Police Commissioner, James W. Gordon, meets with the Justice League of America. Unable to reach the Batman, Gordon informs the Justice League of America that Doctor Destiny has escaped from Arkham Asylum.
The Atom, Firestorm, the Nuclear Man, the Hawkgirl, and the Hawkman, use Thanagarian technology to track delta wave transmissions, to Ivy Town University. The Justice League of America question Doctor Karr, the head of dream research, about Doctor Destiny. Unbeknownst to the Justice League of America, they are being observed by Doctor Destiny. Doctor Destiny uses his Materioptikon to conjure dream warriors into existence. Firestorm, the Nuclear Man wakes up the sleeping dream research volunteers, severing the dream warriors' power source. The dream warriors fade away.
At Gordon's behest, Aquaman, the Black Canary, and the Green Arrow, investigate the disappearance of several artists. The Green Arrow dismisses the investigation as a wild goose chase. Doctor Destiny uses the Materioptikon to manifest more dream warriors. Aquaman uses the charge of electric eels to dissipate his foe. The Black Canary's canary cry, and the Green Arrow's sonic arrow, dissipate the remaining dream warriors. The Green Arrow destroys the statues the dream warriors were based upon, severing the Materioptikon's link to them.
The Flash, the Green Lantern, and Wonder Woman scour Gotham City, searching for the missing artists. The Green Lantern's power ring tracks the missing artists to a local highrise. The three heroes discover Doctor Desitny's experiment in dream deprivation. Doctor Destiny uses the Materioptikon to conjure forth dream manifestations of Amazo, Doctor Light, and the Tornado Tyrant. The Flash dissipates the Tornado Tyrant. The Green Lantern extinguishes Doctor Light. Wonder Woman uses her Lasso Of Truth to erase Amazo. The Flash, the Green Lantern, and Wonder Woman charge Doctor Destiny.
Just as the Flash reaches him, Doctor Destiny becomes one with the Materioptikon. The Elongated Man, the Red Tornado, and Zatanna travel into the Dream Dimension to confront Doctor Destiny. The Elongated Man, the Red Tornado, and Zatanna defeat three dream manifestations of Doctor Destiny. Zatanna summons the rest of the Justice League of America, drawing them into the Dream Dimension. The Justice League of America storm the Dream Dome. There, they find that Doctor Destiny has taken the Sandman, Brute, and Glob, prisoner.
Doctor Destiny conjures forth nightmarish adversaries for the Justice League of America. Doctor Destiny puts the Justice League of America to sleep, with dream sand. Before he loses consciousness, the Elongated Man ejects the Sandman into the waking world. The Justice League of America are imprisoned, and deprived of their ability to dream. The Sandman enters the apartment of Clark Kent, a newspaper reporter for the Daily Planet. Doctor Desitny conjures forth nightmares to thwart the Sandman. The Sandman's battle with his nightmarish foes wakes Kent.
Realizing a fight has broken out in his apartment, Kent responds, as Superman. The Sandman, and Superman, journey to the Dream Dimension. Distracted by the Sandman, and Superman, Doctor Destiny is ambushed by the Justice League of America. Doctor Destiny is returned to Arkham Asylum. The Elongated Man reveals, to the Sandman, that Firestorm, the Nuclear Man, the Green Lantern, and Zatanna, combined their powers to break Wonder Woman out, who then freed the rest of the Justice League of America.
The Justice League of America offer the Sandman membership. The Sandman declines, on account of his only being able to wander the waking world for one hour each day. The Green Lantern asks the Sandman way he was monitoring Superman's dreams. The Sandman reveals that Superman has been dreaming of a better tomorrow, brought about by the Justice League of America.