Barely alive after his latest fight with Superman, Luthor heads to Lexor to recover, where he meets his son for the first time; Meanwhile, back on Earth, one of Luthor's robots takes revenge in his master's stead.
With Superman's unwitting help, Brainiac escapes his prison, experiences the depth and breadth of the universe, and reforms as an entirely new kind of being; Then Brainiac lures Superman to Systus 2, where he robs the hero of his powers, and greets him in his new form for the first time.