Superman and Batman are standing in front of the Fortress. Batman examines the similarities between their methods. Bruce uses fear and darkness to frighten criminals hiding in the shadows. But Clark lets everyone know he can see through walls. So, Superman makes criminals afraid because they can’t hide in the dark. Bruce concludes that they’ve been operating as if this world was Gotham in where their secrets are safe, when it has become as Metropolis in where someone can see through their walls and make them afraid.
Superman knows his old friend is right and streaks into space, needing space and silence to think. While floating above the atmosphere, Superman sees the villains’ cities and realises who is behind their attacks: Brainiac. Superman flies back the Fortress.
The Flash heads to find and capture Captain Cold. Cold tries and fails to get away. Flash has to wonder aloud if Cold was really trying outrun him as taking him to the Fortress. Batman proceeds to interrogate Captain Cold.
Hal Jordan is still stuck inside his Ring. His brothers’ ghosts tell him he’s becoming a ghost living in a set of three-dimensional memories. He’s losing even the capacity to be afraid, and that isn’t a good thing.
In the Fortress, Superman has reported his findings. The Atom shows the League the microscopical, mechanical mind-controlling worms found by the Thanagarian couple. The team deduces Toyman mass-produced them and Brainiac shrank them.
Batman has finished with Captain Cold. He reveals all villains have had a recurring nightmare of a nuclear holocaust bringing about the end of the world, and the League failing to save anyone. Rather questioning the origins of the dream, the villains formed an alliance to either stop the end of the world or ensure the survival of a remnant of humanity. Black Canary wonders if the villains are doing the right thing after all, but Batman doubts it. If they were, they’d warn the world. Instead, they’re trying to use that knowledge to become the rulers of whatever is left of humanity. They’re using Toyman and Brainiac’s microscopic worms to “heal” people but also to control them.
Zatanna chooses that time to teleport herself, the Doom Patrol, Martian Manhunter and Aquaman in the Fortress.
Somewhere else, the Joker manages to sneak in one of the new cities.
On Gotham City, Parasite, Scarecrow and Clayface have taken down Supergirl, Batgirl and her father. Lex instructs Parasite to put Supergirl and Batgirl with the other prisoners while Clayface takes James Gordon away.
On the Fortress, Wonder Woman’s face wounds have Captain Marvel very concerned. Diana reveals that Cheetah poisoned her with centaur blood. It’s burning her from within. She’s dying.
At the edge of the universe, Hal is found by the Phantom Stranger. Hal wants to kill Sinestro, but Stranger talks him out of it.
Mera arrives at the Fortress, reunites with Arthur and reveals Aqualad kidnapped their son. The team guesses Aqualad is also being controlled.
Hal and the Stranger come back the Fortress, and Hal’s ring cleanses Batman’s body of worms.
Red Tornado calls in and informs the situation has gone from bad to worse: all relatives and friends of the members of the League have been kidnapped by the villains. And all young heroes -Supergirl, Batgirl, the Teen titans, the Marvel Family- have been infected with mind-controlling worms.
Is willing the League risk letting their loved ones die for the sake of billions of strangers? And what if the villains’ nightmare is true?