Luthor appears to have no idea what's going on, and Brainiac has apparently been driving Luthor subconsciously, tweaking his ideas here and there. The note of how Brainiac got into Luthor is fantastic – back in the Superman series, Brainiac blasted Luthor, and Brainiac notes that Luthor would never have survived such a blast unless Brainiac desired it. That blast carried a nanotech payload that basically served as Brainiac’s backup plan. A bit silly, but I loved the nod to an old Superman episode.
Then we get Big Fight Scene number one. Lots of scenery blown up, big tentatcled-Luthor monster throwing down, Justice League pummeled. They nearly get killed, then saved by J’Onn spending a Hero point to use his incorporeality (come on, that’s got to be the only reason he doesn’t do it at the beginning of every fight), and then a gigantic Brainiac mothership appears and gets destroyed (it comes out of the bottom of Luthor’s building – evidently Brainiac was really good at hiding financial stuff). It’s a diversion, of course – Brainiac is escaping.
In fact, Brainy plans to get a new body and kill Luthor, but Luthor talks him out of it with his usual Luthor style – almost exactly the taunts he used on the Amazo android, in fact. Brainiac doesn’t trust organics after the incident with Darkseid, and Luthor opts to solve this problem by merging their personalities… and upping their power a bit by taking a trip to Cadmus and getting their hands on all the nanotech material that the army commandeered at the end of the Atom-centric “Dark Heart”.
The League figures out the same thing, and the big seven arrive at Cadmus just in time to see Cadmus, via nanotech, turn into a giant swirly tentacle of doom with energy cascading all around it. And there in the middle is a Luthor/Brainiac merge – it looks like the humanoid Brainiac with Luthor’s face.
Big Fight Scene number two erupts. This fight, in my opinion, is the best of the season. If the previous episode was the chance for all the little people to show off, this is the chance for the Big Seven to do their thing. To up the character-interaction, Luthor creates nanomonsters that are exact duplicates of the Justice Lords, and who shout out all the worst fears of the heroes. Superman is fighting evil-Superman, who shouts that Superman is evil, that absolute power corrupts absolutely… all kinds of good stuff. Green Lantern and Hawkgirl work out a little tension killing off each other’s robot doubles, and the Flash (who has an evil-looking Flash to fight) responds to comments like “Flake! Loser! You don’t belong with the real heroes!” with a great line I can’t quite remember, something along the lines of “Are you kidding? I’ve got a seat at the big table! I’m even gonna carve my logo in the seat!” and puts his fist into his duplicate and vibrates the bastard until he explodes.
The fight ends with the building destroyed by Wonder Woman’s well-placed javelin-throw (ah, the irony), but the League is out of the fight, and Luthor prepares to kill Flash, joking that he’s only fulfilling his destiny. Luthor at this point is an armored horror who appears nigh-indestructible. Flash breaks away from the goons, and Luthor asks if has the nerve to fight. And the Flash runs away, and Luthor laughs.
…Until we hear a noise coming from the other direction, and a moment later the Flash, who ran AROUND THE FRELLING WORLD TO BUILD MOMENTUM, hits Luthor hard enough to tear off a chunk of armor. And then he does it again. And again. Everyone who got annoyed because the Flash was too immature to really use his powers as well as he could, everyone who was annoyed because he had to be stupid so that things didn’t get solved too easily… this is your day. Watching the Flash zip past islands, pyramids, and mountains in Flash-speed vision to knock the living crap out of the bad guy who just punked the rest of the Justice League… dang, that was awesome.
Flash puts Luthor down and uses the vibration-trick, and the sheer force of his power causes an enormous explosion that looks suspiciously like a bolt of lightning. When it fades, Luthor is just Luthor again, Brainiac having been blown clear out of him. And as Superman gets up shakily, the Flash, sparking with electricity, says, “I don’t feel so good…” and then flickers. And then vanishes.
And Luthor says, “Well, what do you know? Looks like I killed Flash after all.”
A second later Luthor is being held up by his throat, and Superman’s eyes are glowing red. Wonder Woman is ready to stop him, but Batman holds her back (well, emotionally, not physically). There’s a long, tense moment. And then Superman says “I’m not that man. I wish to God I were, but I’m not.”
And then J’onn says that Flash is actually alive, nearby but in some kind of dimensional flux. Hawkgirl finds him (possibly through the mace, but I’m not sure), and reaches into the convenient vortex to pull Wally out of the “Speed Force” place that his super-speed use put him into. She’s getting pulled in as well, and the whole league links hands to form a human (and Martian, and Amazonian) chain, shouting, “We’ve got you, Wally!” It’s corny as heck, and it’s not physically realistic, since, well, Supes could do it all by himself. But as an emotional moment, watching them all pull together to save their friend, to show how they are completely and totally NOT the Justice Lords… it worked for me.
Flash is saved, and we cut to Waller telling the President that no, it’s alright, call everything off.
There’s a short epilogue in which the Big Seven say that they’re going to discontinue the League, after concerns about their role – and then Green Arrow, dragged in at the beginning of its formation, shouts them down and tells them to shut up and get back to work, because they’ve saved the world again and the world needs them. The episode ends with Clark Kent talking with Lois Lane about the Justice League article she’s working on… a wonderfully human touch, and a great closing shot.