As Brainiac begins massing his army for his final push on Earth, Batman and Luthor infiltrate some of Brainiac's Earth-based headquarters to obtain information on his movements.
Locating his Skull Ship, they amass an army of Earth's remaining heroes, villains and newly empowered heroes and villains in the Batcave and embark on an all out assault on Brainiac's ship in orbit above Earth. However, as Batman and Luthor enter the ship as part of an infiltration team, Brainiac exposses the ship's inside corridors to space.
"Your planet will now die! And you will perish with it!" — Brainiac