Having commandeered Brainiac's head ship, the free heroes of Earth rebel and attack Warworld. There are still dozens of heroes however who are still under Brainiac's mental domination. They all turn their attention on Superman and attack him en masse.

Meanwhile, Draaga frees the New Gods. Dubbilex uses Metron's Mobius Chair to amplify his telepathic powers and broadcasts a message to the free heroes to help Superman.

Brainiac, seeing that the heroes may gain a foothold, activates an Anti-Matter Doomsday weapon to wipe them all out. Draaga uses his own body to barricade the weapon's aperture, thus sacrificing himself to save the others. Superman instructs Kilowog and Guy Gardner to blast a hole through Warworld so they can dispel the weapon as far away as possible. In honor of Draaga's memory, Supergirl decides to assume his form.

Maxima meanwhile, realizes that the only reason she has been serving Brainiac is because he threatened her home world of Almerac. There's no guarantee however that Brainiac won't destroy Alermac anyway and she turns against him and sides with the heroes.

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