Harpis, Tigorr, and Oho Besh, members of the Omega Men, explore the seemingly lifeless world of Kuraq. A frozen meteor, with Superman locked within it's icy interior, burns up in Kuraq's atmosphere. Setting up camp for the night, Oho Besh is put off when Tigorr and Harpis request privacy. Sequestering himself in another section of the dead city, it is only Oho Besh who bears witness to Superman's sudden arrival. Wordlessly, the Man of Steel reshapes the ruined landscape of Kuraq into a stone replica of Metropolis. Deep beneath the surface of Kuraq, the planet's inhabitants prepare to retaliate for Superman's effrontery. Spying a cloud of dust in the distance, the Omega Men investigate. Tigorr discovers a truck laden with explosives. Superman confronts the Omega Man, without recognition. Inexplicably, the truck catches fire, prompting Superman to fly it into orbit. The inhabitant of Kuraq are about to bring their analog disintegrator online when they intercept a message from the Omega Men to Superman. In the hope that the Omega Men can convince Superman to stop any further destruction of the Kuraq landscape, the inhabitants of Kuraq stay their hand. Terrified of Superman's power, Oho Besh begs off from confronting him. Splitting off from the other Omega Men, Oho Besh discovers an enormous gemstone, in the back of a moving van. As soon as Oho Besh enters the van, it begins racing down the streets of "Metropolis". Hearing a sinister voice emanating from the cab of the truck, Oho Besh punches his way to the cab, only to find it empty. The truck crashes, drawing the attention of Superman. Clearly confused, the Man of Steel attacks Oho Besh, who flees from the encounter.
Superman discovers a hidden lab, within a cavern, inside the mountain the moving van hit. Racing down the mountainside, Oho Besh loses his footing, triggering a rockslide. Superman keeps the rocks from hitting the other Omega Men, but does nothing to break Oho Besh's fall. Confronting the Man of Steel, the Omega Men find him to be acting in an irrational manner. The Man of Steel constantly repeats himself, and seems to be involved in non-existant adventures. Giving up on the Omega Men, the inhabitants of Kuraq begin disintegrating Superman's "Metropolis". Harpis follows Superman to the "Metropolis Junkyard", where the Man of Steel attacks her. Harpis tries to get through to the increasingly irrational Superman, while dodging his attacks. Superman's overwhelming confusion gives him pause in the battle. Harpis witnesses the Man of Steel's body seemingly dissolve momentarily. With the swath of the disintegrator beam closing in on the other Omega Men, Harpis begs Superman to rescue her friends. Superman pulls Oho Besh and Tigorr out of the beam's path in the nick of time, but is, himself, disintegrated. The Omega Men mourn the loss of their friend, until Superman... the real Superman... appears. The man they believed to be Superman was, in reality, a shapeshifter, from the far future, that Superman had once been in conflict with, long ago. Superman thought it destroyed in a hydrogen bomb blast, but such was not the case. Even now, the Man of Steel cannot be certain that the creature has truly been destroyed. Superman carries the Omega Men off Kuraq. The planet's inhabitants adopt the now discorporeal shapeshifter as one of their own.