The episode opens with Batman's funeral! We soon find out that the Legion of Doom have a substance, Noxium, that allows them to kill any SuperFriend. In flashback we see Lex Luthor trick Superman into opening the krypton-steel box containing the element. Then the Riddler lures Batman into an ambush in Gotham City and kills him. The Legion then attacks Paradise Island where Wonder Woman dies trying to defend it. And later, Luthor and Solomon Grundy take over the Daily Planet with Perry White, and Lois Lane hostage and kill Superman. The other SuperFriends flee Earth but return to stop the Legion's worldwide crime spree and are killed. Luthor then tosses the Noxium into the sewer, as he no longer needs it. A protectively garbed figure recovers it and shoots the crystal into space. When world leaders meet with the Legion, they turn out to be the SuperFriends in disguise as they battle and villains and defeat them. A shocked Luthor is told that the dead SuperFriends were really androids that were intended to fail as the real ones figured he would eventually throw away the Noxium where Apache Chief would later find it and got rid of it for good. Since neither it nor the captured Legion of Doom is no longer a threat, the SuperFriends can actually "rest in peace".