Warworld’s hordes are arriving in large numbers. Batman’s ground unit is doung its best to keep them at bay. Prof. Hamilton has rigged up a dispersal cannon. He and Luthor fire it at the hordes. Jimmy wonders what is happening inside Warworld.
Maxima pledges to fight beside the heroes, because Braniac has treated her like a slave. Superman does not want her help, because he knows her nature. She has been trouble from the first day she has appeared on Earth. Kilowog and Wonder Woman say that Maxima would never make a sacrifice like Draaga. Maxima is insulted and gears up for attack. But Deathstroke stops them, saying that they have a more important mission. Superman has already used his x-ray vision to isolate three access routes to reach Brainiac. Agent Liberty says that they should split into three groups. Deathstroke puts himself, Metron and Superman in charge of one group each. Maxima wants to join them but Superman denies her permission. She keeps Guy and the Metal-Men in charge of her safe-keeping.
The three groups head for Brainiac from three different sides. Flash has been given the responsibility to breach Braniac’s defenses. But he does not achieve his goal. Brainiac uses electricity to knock him out. Then he unleashes the most powerful weapon on Warworld, himself. Brainiac uses the “Augmentation System” to magnify his telepathic powers a thousand times, unleashing what appears to be a “psychic death radiation”. The heroes are forced to retreat and many civilians caught in the radius of the radiation disintegrate. Brainiac has built an impenetrable force-field around himself.
Next, Brainiac deploys hovering discs over Metropolis. The discs interconnect to form an unbreakable energy-grid, which even the heroes’ laser-rifles cannot destroy.
Back on Warworld, Superman says that their groups are no match for Brainiac’s power. Dubbilex warns them that Brainiac has already initiated his plan of reducing Metropolis to table-top size. Superman orders a suicide mission to stop Brainiac.
Maxima plays Guy and the Metal-Men to allow her a chance to attack Brainiac. She is surprised that Guy is taking orders from Superman. Guy is insulted and offers to free Maxima for help in taking down Brainiac. He uses his ring to create a pathway to the central chamber for Maxima and the Metal-Men. The operation is partially successful. Maxima is undamaged but the Metal-Men have obviously taken the radiation hit. But even Maxima falls before Brainiac’s psychic power. Flash plays a desperate gamble. He picks up a shard of glass and hurls it towards the cables connecting Brainiac to Warworld. Maxima takes the chance. She attacks a now diminished Brainiac.
Some of the heroes appear on earth via a boom tube and crush the energy-discs, thus breaking up the energy grid.
Brainiac tries a last chance to save himself from Maxima. He crawls with death-like slowness and is successful in ejecting a sphere
outside of Warworld. Maxima is stopped by Superman. But Brainiac is lobotomized
. His brain is gone.