Superman: "Who do you think--?"
Maxima: "I am your better-- as you shall learn!"
Maxima beams down over Metropolis and directly into the cell holding Sazu. She ignores her pleas for mercy and beams her up to her ship for punishment. On the way upwards, she runs into Superman. Superman asks her to halt, but Maxima ignores him. She is in a playful mood and flies zigzag at super-velocity. She plunges into the ocean.
Clark is musing over his adventures as Superman over the past years. He thinks of the many times that he and other super-heroes have saved the universe from alien marauders.
High above Earth, an Almeracian ship is in orbit. Maxima curses the betrayer Sazu for losing her chance to talk with superman. She plans to teach Sazu a lesson and prepares to beam down to Earth. Shortly, she does it.
All over Metropolis, a blinding glow scatters in the sky. Even Clark is curious and plans to investigate as Superman.
Superman too dives into the ocean, only to find Maxima encased in a forcefield. Maxima projects her thoughts. She informs Superman of her first crush on him. She then projects mental images of his future as an Almeracian warlord. Then she shows the compatibility of their DNAs. After this, she hugs Superman and proposes.
Superman is initially startled, but he maintains his composure. He tells her that he has no wish to father despots like her. This statement angers Maxima and she hurls him out of the water telekinetically. Superman crashes into S.T.A.R. Labs. Maxima too gets into the lab and starts tossing things around to find him.
Superman takes her out with his super-breath. Then he tries to install a brainwave-blocker onto her head. But Maxima is too quick for him. She again projects her illusions, showing him a possible future as an Almeracian warlord. But suddenly, another personality inside Superman overrides Maxima's thoughts. Maxima pushes him aside and prepares to leave.
But Superman blocks her path. Maxima unleashes beams from her eyes, but Superman manages to counter them. Suddenly, his dress flickers, showing a transition from the blue to an original Kryptonian costume. Superman knocks out Maxima with a slap. He changes back. The police recover Maxima and put her away.
Later, Jeremy tells Clark that the government has released Maxima, protecting her image and decorum as a Queen.
- Kilowog, Starfire, Martian Manhunter, Mister Miracle, Big Barda, Lobo, Four-Arm Terror and Mongul have cameo flashback appearances.