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The All-Star Squadron break into the New York World's Fairgrounds only to find eight missing members of the Justice Society captured by the Brain Wave.

The All-Star Squadron race to the site of the 1939 New York World's Fair, in response to a summons in morse code. Upon arrival, the signal stops broadcasting. Johnny Quick investigates the Trylon, but turns up nothing. The All-Star Squadron enter the Perisphere. The Firebrand casts illumination in the darkness. The Firebrand is attacked by Elektro, the Robot. Johnny Quick attempts to free the Friebrand from the automaton's grip, only to be punched across the room. Liberty Belle uses her own body to soften Johnny Quick's impact with the floor. The Tarantula attempts to bind Elektro, the Robot, in his web-line. The automaton uses the web-line to draw the Tarantula into striking range.

Commander Steel, and Robotman, subdue Elektro, the Robot. A taunting voice speaks through Elektro, the Robot. Suddenly, the lights turn on. The All-Star Squadron sees seven members of the Justice Society of America, and Wonder Woman, standing motionless, connected to a strange machine. A disembodied brain appears before them, heralding the presence of the Brain Wave. Several miles away, in a New York high rise, the Brain Wave broadcasts his image to the perisphere. Robotman holds Johnny Quick back, until the All-Star Squadron can learn more about their mysterious foe. The Brain Wave reveals that the Justice Society of America, and Wonder Woman, are locked in a looping dream, controlled by the Brain Wave.

The Brain Wave projects the dream images for the All-Star Squadron to witness. In his dream, the Hawkman sees himself leading P-40's in an aerial conflict with Japanese Zeros. After downing all the Japanese aircraft, the Hawkman uses warheads stolen from the Japanese, to sink their battleship. The Brain Wave reveals that he does not work for the Axis, but seeks power for himself alone. The Brain Wave continues to reveal the dreams of the Justice Society of America, and Wonder Woman. In her dream, Wonder Woman is mounting a furious assault on Japanese forces in the Philippines. In his dream, the Sandman guns down Japanese forces on Wake Island.

In his dream, the Atom busts Japanese tanks in Thailand. In his dream, Doctor Fate sinks Japanese warships in the Aleutian Islands. In his dream, Doctor Mid-Nite illuminates Japanese Zeros for anti-aircraft guns to target. In his dream, the Starman liberates the island of Formosa from the Japanese. In his dream, Johnny Thunder, and his Thunderbolt, shoot down Japanese Zeros. Outraged at the bloodthirsty quality of the dreams, Johnny Quick lunges forward, only to be repelled by a powerful force field. Johnny Quick uses his acrobatic acumen to break his fall. The Brain Wave connects the dreamers together, into a single dream.

In this shared dream, the American military commanders are furiously arguing over which member of the Justice Society of America has performed a greater service to the war effort. Johnny Thunder is summoned before the military commanders. In turn, Johnny Thunder has his Thunderbolt teleport the Justice Society of America into the room. The commanding officer places the individual members of the Justice Society of America into a single unit, to be known as the Justice Battalion of America. The Justice Battalion of America's first assignment it to attack Japan. The Firebrand blinds the Brain Wave, to cover Commander Steel, and Robotman, who strike the force field.

Their combined effort to penetrate the force field fails. The Starman leads the attack on Japan. After destroying a single Japanese Zero, the Starman is strafed out of the sky. Doctor Fate is hit with a special mortar that burns up all the oxygen around him. Suffocated, Doctor Fate plummets from the sky. Distracted by Doctor Fate, Wonder Woman leaves herself open to Japanese gunfire, as her invisible plane is shot out of the sky. The Atom, Doctor Mid-Nite, Johnny Thunder, and the Sandman lead the ground attack. An epic battles ensues. The Sandman is gunned down from behind. Doctor Mid-Nite is left blind, when his goggles are shattered by a punch.

Johnny Thunder is impaled by a bayonet. Doctor Mid-Nite is gunned down. The Atom is crushed under the treads of a Japanese tank. Horrifed by the deaths of his teammates, as the hands of the Japanese military, the Hawkman orders the Spectre to retaliate. The Spectre grows to epic proportions, then seizes the Hawkman. The Spectre crushes the Hawkman to death, then throws his crumpled body into the sea. The Brain Wave reveals that the dream deaths of the Justice Society of America, and Wonder Woman, will lead to their actual deaths in a matter of moments. The Brain Wave dares the All-Star Squadron to save the Justice Society of America, and Wonder Woman.

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