An adaptation of Mark Waid's "Tower of Babel" story from the JLA comic. Ra's al Ghul steals confidential files Batman has compiled on the members of the Justice League, and learns all their weaknesses.

Embittered by Superman's heroic successes and soaring popularity, Lex Luthor forms a dangerous alliance with the powerful computer/villain Brainiac. Using advanced weaponry and a special strain of Kryptonite harvested from the far reaches of outer space, Luthor specifically redesigns Brainiac to defeat the Man of Steel.