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Brainiac 5 tries to learn more about the terrorist group called Terra Firma while Ultra Boy gets trained by his skilled teammate, Karate Kid. Meanwhile, Cosmic Boy and Star Boy visit Princess Projectra, the financier of the Legion of Super-Heroes, to ask for more money. While on that trip, Projectra learns from her father that her home planet of Orando is being attacked by invaders and the citizens there are being slaughtered. The transmission is cut short and prompts the Legion to help Orando out. Before they can reach there, the planet of Orando disappears, which is unfortunate for the United Planets, since Orando was its economic core.

Meanwhile, Praetor Lemnos, the man behind the attack on the planet of Orando, appears in front of Brainiac 5 in his own lab. He threatens Brainiac 5's planet of Colu next, saying he will destroy it so there won't be any opposition from there when he fights against the UP. He also explains that he has a power to make others forget everything about him; it even works on technology.

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