The Flash spends time with Zatanna, aboard the satellite headquarters of the Justice League of America. Wanting to step out from under her parents' shadow, Zatanna changes her costume. An explosive device threatens to shear one entire side of a building off, in downtown Metropolis. Superman uses his heat vision, coupled with his super-human speed, to repair the building, almost before it is damaged. Superman tracks the mad bomber, 70 feet below the surface of the street. The bomber is revealed to be the Creeper's arch-nemesis, Proteus, Man Of A Thousand Faces. Proteus renders Superman unconscious. Upon awakening, Superman believes himself to be Bart McLusky, a Metropolis steel worker.
Aquaman responds to the Elongated Man's distress signal. Aquaman walks into a trap. Aquaman telepathically summons an octopus, and orders it to deal with his assailant. Proteus confronts Aquaman. The Elongated Man tries to warn Aquaman away. The Elongated Man is pacified with a cattle prod. Proteus renders Aquaman unconscious. Proteus uses his "Identi-factor" to transform Aquaman's features, while imprinting a new identity into his memory. Then does the same to the Elongated Man. Wonder Woman is summoned to stop a suicidal jumper from leaping from the Washington Monument. The jumper is revealed to be Proteus, who was just trying to get close to Wonder Woman. After rendering Wonder Woman unconscious, Proteus uses his identi-factor on her.
Zatanna returns home, only to find Proteus waiting for her. After rendering Zatanna unconscious, Proteus uses his identi-factor on her. The Flash receives an urgent summons from Zatanna. Proteus places Zatanna, who now believes herself to be a homeless woman, into her new environment. The Flash meets with the "Justice League of America", outside of Dombey and Sons Jewelers. Having noticed that Zatanna is wearing her old costume, the Flash has tipped the proprietor of the store to the possibility that the Justice League of America are imposters. The "Justice League of America" prove their identities with a display of their individual super-human powers. The Flash begins to doubt his suspicions.
On the job, McLusky saves a fellow steel worker from being crushed by a falling girder. Reacting with his super-human strength restores Superman's memory of his true identity. A drink of water does the same for Aquaman. Reflexively stretching his arm, to hand over a plate, restores both the Elongated Man's sense of self, as well as Wonder Woman's. The four heroes return to the marina where Aquaman, and the Elongated Man, were attacked. The Elongated Man remembers that Proteus planned to rob Dombey and Sons. As the "Justice League of America" takes up security positions within Dombey and Sons, "Superman" asks the Flash to patrol outside. In an alleyway, behind Dombey and Sons, the Flash encounters a man dressed in his costume. Momentarily startled, the Flash is easily ambushed by Proteus.