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Generalissimo Demmy Gog use a stolen morale machine to try and conquer America; the lesser-powered leaguers have a falling out with the more powerful members.

Generalissimo Demmy Gog is ousted from the tiny Mediterranean nation of Offalia. Gog gathers the five men still loyal to him, and embarks on an insane plan to conquer the United States of America. At the Secret Sanctuary, Superman becomes incensed over the lack of attention the Atom, the Batman, and the Green Arrow are giving their meeting. With no crises looming, the team looks to it's mail for a case. The team's mascot, Snapper Carr, tries to interest the team in assisting a University professor, who has been the victim of theft. The Green Lantern and Wonder Woman feel that the case is too minor to involve the Justice League of America. The Green Arrow angrily counters that no injustice should go unanswered.

The Green Arrow, the Atom, the Batman, and Carr storm out of the Secret Sanctuary, intent on investigating the case. The Green Lantern is stunned by their abrupt departure. Wonder Woman puts forward the notion that the three heroes suffer from an inferiority complex. En route to the university, the Batman points out that the professor's letter is in Carr's hand. Carr admits to trying to involve the Justice League of America in a personal case. A crowd of students approaches the trio of heroes, but their admiration is actually for the football team. Astonishingly, the same football team that had been ranked the lowest of all college teams, has just beaten the team ranked first. The trio of heroes offer their congratulation to the football team, only to have the players attack them.

The Batman and the Atom fight a defensive battle against the football players, not wishing to harm them. The Green Arrow puts an end to the hostilities, by blinding everyone with a flare arrow. The trio of heroes notice that all the students are behaving erratically, including Carr's professor, Howard Aiken. The Green Arrow prevents Aiken from jumping to his death from a rooftop. Recovered, Aiken reveals that a machine, designed to measure a man's morality, had been stolen, along with all of Aiken's notes regarding it's construction and operation. The Batman surmises that the machine has been modified to not just measure morale, but affect it, as well. By finding those students affected the worst, the trio of heroes track Aiken's machine to an old bell tower.

There, they fall into Gog's trap. Gog lowers the heroes' morale to the point that they barely have the will to live, let alone try to escape. The effects of Aiken's machine reach as far away as the Secret Sanctuary. The Green Lantern, Superman and Wonder Woman finds themselves losing interest in completing basic tasks. Feeling their situation may be connected to their teammates' investigation, they decide to head to Happy Harbor, to join the investigation. Superman, however, finds he can't be bothered to fly them to Happy Harbor. The three heroes end up hitching a ride to Carr's university. Finding the bell tower, the three heroes fall to the full force of Aiken's machine. With the device momentarily focused on the Green Lantern, Superman and Wonder Woman, the Atom musters up enough interest to shrink to sub-atomic size.

Too small to be affected by Aiken's machine, the Atom steals the controller away from Gog. Their morale restored, the Justice League of America quickly defeat Gog's five soldiers. Gog turns Aiken's device on himself, increasing his morale a hundredfold. Believing he can actually defeat Superman, Gog attacks. Gog's punches prove inconsequential to the Man of Steel, who waits for Gog to tire himself out, before backhanding Gog into unconsciousness. Realizing that petty difference within their ranks brought them to the brink of defeat by a madman, the Justice League of America resolve to address their issues.

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