In Gotham City, Red Hood and the Outlaws are rescuing civilians from the Brainiac invasion, as the mothership begins descending on Earth. Batman warns desperately that the ship is emitting some kind of psychic energy, urging Jason and his companions to get under ground. He is too late, though, and soon the Outlaws and the civilians they were saving are under Brainiac's control.
From the Fortress of Solitude, Batman attempts to convince Superman to save Gotham, but Harrow warns that Xa-Du has escaped, and he should be their first priority. Gotham's fate means little when the entire planet is under psychic attack, reminds Dr. Veritas. When Lex Luthor falls under Brainiac's control as well, Batman realizes that no one is safe, and begs Superman to get out of range before he is under control too.
Superman, though, wonders why Brainiac hasn't already tried to take him, and instead attempts to rescue his friend Baka. Though he manages to catch the boy, sparing him a deadly fall, Baka is soon under the control of Brainiac as well. Lois Lane, meanwhile, explains that while Superman burned away the nanobots controlling her, she retains telepathic abilities to fight off another attempt to take over her body. She is not strong enough, though, to help Baka. Instead, she reaches out to the Martian Manhunter, who reveals that despite the attack, every airborne plane in the world is maintaining flight. Apparently, Brainiac doesn't want the passengers to die. Knowing they still have time, Clark places Baka under Krypto's protection, and Lois instructs her devotee John Corben to protect the city.
On the Justice League Satellite, Lana Lang and Steel seek safety with Cyborg, while Superman, Lois, Wonder Woman, and Martian Manhunter rendezvous in the Fortress with Batman and company. Worriedly, Lana warns them all that she believes Brainiac is networking all of the brains he is controlling for processing power. Superman recalls Mongul's similar plan to create a psychic weapon by linking humans' minds. While they can't send Brainiac's ship to the Phantom Zone as they did with Mongul, Superman has a plan.