Brainiac 5 and three other Legionnaires have a secret pact that could potentially destroy the Legion of Super-Heroes. Polar Boy is suspicious and asks Tellus to use his telepathic abilities to sense anything out of the ordinary. Meanwhile, Atmos' arrogance prohibits him from being allowed to join the Legion of Super-Heroes. Chameleon Boy, under the guise of someone named Mo Seh, goes to the planet of Rimbor in able to be recruited in the new gang of the newest Starfinger. Meanwhile, Tellus is able to gather information from Saturn Girl that there is indeed a conspiracy going on with the pact.