Batman and Superman inform Kid Amazo that not only does he have the power of his father to replicate the powers of the Justice League, but to replicate their personalities as well. Frank doesn’t deal with this well and flies off. Flash reasserts his feeling that they should have destroyed Frank when they had the chance. Batman explains that Flash’s idea may not be as easy as he thinks, since Frank’s abilities would allow him to exploit any emotional weakness they have. Green Lantern suggests disbanding and taking Kid Amazo on separately but Wonder Woman points out that if they do that, then Ivo has effectively destroyed the Justice League. Batman agrees adding that they have to somehow be a better team than Kid Amazo is.
Kid Amazo confronts Ivo and demands to know who his mother his. Reluctantly and after some intimidation Ivo agrees and calls out for the woman to come in since her son wants to see her. In walks Sara, who admits that she is indeed Frank’s mother. Ivo reveals that Sara is his daughter and was placed with him to serve as a catalyst in case he started wavering in his hatred of the Justice League. Sara adds that they were willing to fake her death and blame the League if need be. Frank cannot believe what he is hearing. He insists that he loved Sara and the daughter of Ivo coldly tells him that he was programmed to do so. She leaves with Frank yelling after her that he knew she felt something for him.
Retreating to his room Frank has one last conversation with the bust of Nietzsche as he shaves his head. “Nietzsche” begs Frank not to go after the Justice League but Frank breaks the bust and tells his imaginary friend that it had been nice talking to him.
Frank begins to destroy large sections of Berkley to draw the League out. Flash is the first to arrive but Frank quickly uses the speedster’s own psychological weaknesses against him. Green Lantern comes in next allowing the Flash to leave the battlefield. After taking care of Flash, Superman and Martian Manhunter fly off and find the broken and battered form of John Stewart lying in a pile of rubble. John tells them that they can no more defeat Frank than face down their own inner demons. Batman arrives with the unconscious form of Wonder Woman. Superman begins to ask what happened when Batman suddenly headbutts the Man of Steel and reveals that he is wearing his Kryptonite ring. When Bruce Wayne stumbles up to the group it becomes clear that Frank has assumed Batman’s uniform before Frank continues his savage attack.
After Batman questions who Frank really is on the inside, the League discusses the problems that they have with each other as a team. This causes Frank’s ability to replicate their emotions to go into overdrive and it overloads his systems. Kid Amazo dies in a fiery explosion. At first the Flash is excited but the victory feels hollow as the League is forced to confront what they have been shown about themselves as a team.