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Brainiac 5 and Cosmic Boy come to terms and unite to save the Legion of Super-Heroes. They captured Elysion and brought him to their headquarters, to question and detain him. The Legion divine that they need to defend three key planets against the attack by Praetor Lemnos, Elysion's boss. However, it was all a clever ploy to have the Legion headquarters mostly abandoned as Lemnos' attack was directed at the headquarters itself. The only Legionnaires present are Brainiac 5, Dream Girl and Invisible Kid. There are some people of Lemnos that has infiltrated the crowd in front of the headquarters, blowing themselves up. One such person was able to free Elysion. Elysion then uses his power over the earth and razes the area, going straight for the UP headquarters. In all the melee, Dream Girl is found dead.

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