A streak of light startles New Yorkers, culminating in the emergence of Mekanique. Badly damaged, Mekanique staggers to it's feet, rousts a bum, then sets off for the Trylon. The All-Star Squadron continue repaiingr damages to the Trylon, and the Persiphere, which were wrought during their conflict with the Society Of Oom. Robotman focuses his attention on repairing Gernsback, the All-Star Squadron's robot valet. Robotman seems overly sensitive regarding his lost humanity, due partially to his break-up with Joan Carter. In light of her marriage to Johnny Quick, Liberty Belle considers stepping down as chairwoman of the All-Star Squadron.
Sandy, the Golden Boy attempts to comfort the Hawkgirl, who is dismayed over the Hawkman's long absence. The Hourman continues to feel that his lack of super-powers makes him a liability to the team. Gernsback confronts Mekanique. Gernsback's attempt to alert the All-Star Squadron fails, as Mekanique disables the robot. The Hourman's romantic interest in the Firebrand is rebuffed. The Firebrand has decided she no longer wishes to date her fellow members. Citing a need to return to their respective cities, the Flash, and Superman, depart. The Firebrand is attacked by Mekanique. Doctor Fate, the Hawkgirl, the Hourman, and the Tarantula rally to the Firebrand's defense.
All are subdued, followed by Johnny Quick. Robotman cautions against fighting Mekanique. Libetry Belle momentarily fells Mekanique. When Mekanique retaliates, rendering Liberty Belle unconscious, the Amazing Man, and the Green Lantern, leap into the fray. Before they can act, Doctor Fate resumes his attack, staggering Mekanique. Robotman orders Doctor Fate to stand down, threatening to take action against him if he doesn't comply. Robotman tends to the injured Mekanique. Robotman takes Mekanique to his laboratory, threatening hostile action against the All-Star Squadron if they choose to interfere.
Johnny Thunder is trapped inside a rocket ship, en route to Mercury. Inadvertently, Johnny Thunder summons his magic Thunderbolt. The Thunderbolt, misinterpreting Thunder's command, drenches Thunder to cool him off. The Thunderbolt scouts Mercury, deeming it safe for Thunder. Foolishly, Thunder orders the Thunderbolt to stay with the rocket, while Thunder explores on his own. Thunder is attacked, and subdued, by a giant, intelligent spider. Thunder is caged by the spider. The spider places an "occelerator" on Thunder's head, so that they may communicate.
The spider's dwelling is attacked by a giant ant-eater. Thunder screams for the Thunderbolt to rescue him. Thunder commands the Thunderbolt to dispatch the ant-eater. Thunder recommends the spiders build their dwelling in the center of a sea of quicksand. When the ant-eater comes for the spiders, it sinks beneath the quicksand, never to be seen again. In recognition for his service, the spiders give Thunder the occelerator. Thunder commands the Thunderbolt to return him home, to Earth.