Dr. Hamilton is implanting a device in the Galatea/Kara clone to give her control over the new Ultimen, which are mental blank slates. On the Watchtower, Steel and J'onn are bringing the Watchtower back on-line when the Flash updates them on the evacuation and that there aren't any casualties. However, the locals are still leery of the League and they agree not to send down any additional members. The core members meet (minus Batman and the Flash) and Superman is leery of the path they're taking. Wonder Woman suggests they cooperate until their innocence is proven and Superman proposes the core members turn themselves over to the government. Flash agrees but Batman refuses, and the others turn themselves in. The remaining Leaguers aboard the Watchtower spot missiles coming directly at them.
Steel identifies them as LexCorp technology and alerts the staff. The missiles are equipped to literally burrow into the satellite, where they unleash their cargo of Ultimen clones. Galatea heads for the reactor while the Ultimen clones engage the League in battle. Meanwhile, Batman makes his way into the Cadmus council chamber and confronts Waller. He points out how the attack is fake and Luthor is behind it. Waller knows Luthor has his own motive to become President, but Batman warns he might have another motive then leaves.
Steel gets an alert from the reactor room and goes to investigate – Supergirl goes to investigate a few minutes later and finds Tea defeating Steel. Tea plans to overload the reactor and blow up the Watchtower and Supergirl fights her. Waller figures out Luthor's betraying them all, stealing new technology that would let him control the Watchtower's weapon system . . . and more. Waller sends a recall signal to Tea but she ignores it. Steel manages to drive Tea off briefly after warning Supergirl they'll get the reactor on in 18 seconds – Supergirl stalls Tea long enough for the power to come on line, then use a reactor coil to blast Tea apart. The rest of the League defeats the clones.
Luthor is making a super-powered android body in his laboratory, based on the Amazo android. Batman confronts him and Luthor admits everything. Batman uses an explosive batarang but Luthor is untouched and uses the same super-strength he used against the Question, throwing Batman out a window but he is rescued halfway down. Waller shows up and destroys the android with a disassembler beam – Luthor overwhelms her as well but she brought reinforcements – the entire core League. Lex suddenly goes into convulsions and metal pieces start to emerge from him. A robot face grows out of his chest . . . and Brainiac reveals his presence.