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Mon-El has led Superman, and Quex-Ul, to a possible escape route from the Phantom Zone. Superman and Quex-Ul penetrate the barrier separating the Phantom Zone from another realm. Quex-Ul, however, doesn't make it all the way through, becoming trapped in an inter-dimensional vortex, at the threshold to the next realm. Superman pulls Quex-Ul from the vortex. The two alight on a single landmass, adrift in the realm. The realm is bathed in the light of a red sun, robbing Superman of his powers. Superman, however, has been in this realm before. When the red sun turns yellow, Superman and Quex-Ul will be able to pass through it, and return to Earth.

At that moment, in the Fortress of Solitude, General Zod orders Jax-Ur, Va-Kox, and Cru-El, to throw Supergirl's unconscious body into a cauldron of radioactive Kryptonian fuel. The sensation of her hair burning revives Supergirl. Burying her fingers into the steel of the cauldron, Supergirl stops her fall, then climbs back up, and out. The effort, coupled with the beating she received at the hands of the Phantom Zone villains, leaves her exhausted. Praying the Phantom Zone villains don't discover her, Supergirl, once more, passes out. From Quex-Ul's apartment, Jer-Em, the Mad Prophet of Krypton, furiously rants at the Metropolis Police Department.

On the scene are Daily Planet reporters, Lois Lane and Jimmy Olsen. The Batman confronts Jer-Em. The Batman is forcibly thrown out of the apartment, to the street below. Jer-Em uses his heat vision to ignite the fuel tank of a squad car, until it explodes. The police open fire on Jer-Em. Olsen and Lane take cover. Jer-Em attacks the police, and the Batman, then flees the scene. Horrific birds of prey descend on Superman and Quex-Ul. Superman and Quex-Ul are carried off to the avian horrors' nest, where they are fed to the emerging hatchlings. The red sun shifts yellow, restoring Superman's powers. Grabbing Quex-Ul, Superman leaps into the sun.

At the last moment, the sun becomes a large, open-mouthed face. Superman and Quex-Ul plunges into the gaping maw, emerging in a torchlit cave. Superman tests his super-strength to make sure he still has it. The cavern begins to fill with water. Superman races Quex-Ul up a flight of stairs. Superman breaks down the door, at the top of the stairs. Superman and Quex-Ul encounter a group of beautiful women. all wearing the same mask. Quex-Ul is led off into another chamber. At her behest, Superman removes the mask of one of the women. The unveiled head is that of the planet Krypton, which promptly explodes, showering Superman with Kryptonite particles.

Several of the other women follow suit, overwhelming Superman with a barrage of exploding Kryptons. The woman with Quex-Ul removes her mask, revealing the head of a Rondor. The Rondor head becomes a Phantom Zone Projector, the beam of which slams Quex-Ul into the same pool that swallowed Superman. The two emerge in front of a set of gates, with Death itself barring their way. Superman is cut down by Death. Superman's life is saved by Thul-Kar, a Kryptonian Wizard of Juru. Thul-Kar welcomes Superman and Quex-Ul to his realm. Thul-Kar explains the nature of the Phantom Zone, as well as the realms bordering it.

Thul-Kar warns Superman that to proceed any further means certain death. Superman demands Thul-Kar show him the portal to the next plane, Aethyr's realm. Thul-Kar gestures to his hearth. Superman and Quex-Ul leap into the fire, emerging in Aethyr's realm. Superman and Quex-Ul dive into the living crystal heart of the Aethyr. As Superman and Quex-Ul speed through an infinity of darkness, the Aethyr conjures forth a spinning obelisk of pure energy, that strikes them down.

Supergirl regains consciousness. The Phantom Zone villains have fled, after ransacking the Fortress of Solitude, and cannibalizing it's technology. In orbit over Earth, the Phantom Zone villains are completing work on an enormous Phantom Zone projector, powered by the Green Lantern's Power Battery. As soon as the work is completed, General Zod intends to project the Earth itself, into the Phantom Zone.

Note: This issue contains the Hostess Superhero Ad, Aquaman and Aqualad in "Pirates' Gold".

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