With Green Lantern out of the way, Brainiac advances his plan! The Justice League meets in the Fortress to reconnoiter…and enlist the aid of Metamorpho and the Doom Patrol!
Zatanna and J'onn J'onzz continue their search for Aquaman, ultimately finding him unconscious in a warehouse. Brainiac watches, using holograms to communicate with Lex Luthor and Grodd in another facility. The villains, using the information gained about the friends and companions of the Justice Leaguers, intend to capture them all.
In the subway station in Fawcett City, Freddy Freeman and Mary Batson look for Captain Marvel, while Solomon Grundy spies on Dick Grayson and Wally West. Batman instructs Diana to keep the lasso around him, in order to fend off the mind control. The two head to the Fortress of Solitude in Wonder Woman's invisible plane.
Hawkman and Hawkgirl fight a large Brainiac robot army. In order to help Barry to stop running, Superman and Captain Marvel combine forces: Captain Marvel utters the word "Shazam!" and the resulting lightning bolt drives Barry off-balance and Superman catches him just after he catches Billy and throws the boy into the air so he can safely transform back into the Captain to rejoin his comrades. In the interim Aqualad, Jimmy, Lois, Wally West, and Dick Grayson are all captured, while Hal Jordan, trapped inside his ring, relives how he broke off his engagement with Carol Ferris. The ring informs Hal that he will live forever in his present stasis, alone and trapped.
In Shazam's cave, Black Adam grabs Mary and covers her mouth so she cannot utter the magic word, and threatens to kill her if Freddy utters his magic phrase ("Captain Marvel!").
The superheroes rally at the Fortress of Solitude. They share information and learn how the supervillains learned of their secret identities and those of their loved ones. Zatanna and J'onn J'onzz call upon Niles Caulder and the Doom Patrol to help nurse Aquaman back to health. Brainiac has cut out the part of Aquaman's brain that controls his telepatic abilities, perhaps in a bid to enhance Grodd's own. Caulder informs the concerned heroes that their comrade's special anatomy is healing itself. Caulder has Aquaman placed in a special tank designed to enhance his natural healing factor.
At the close of the issue a mind-controlled Aqualad tears Aquaman's son from Mera's arms and turns him over to Black Manta.