“THE PHANTOM PLANET.” Superman and Charlie Kweskill are transmuted to liquid in Aethyr’s universe, then restored with Charlie in Superman’s costume and with his old Kryptonian powers!

Az-Rel and Nadira attend a concert performance, by Wendy Y. Bother and the Nouns. Nadira sees Gee Gordon Lidd balancing a knife in the palm of his hand, drawing blood. Nadira takes the knife and shatters it against her unbreakable neck. Feeling upstaged, Lidd attacks Nadira. Az-Rel and Nadira use their psychic powers on Lidd, killing him horribly. The crowd attacks Az-Rel and Nadira, suffering the same fate as Lidd. Batman interrogates Perry White, the editor of the Daily Planet. Batman learns that Charlie Kweskill is really Quex-Ul, a Kryptonian. Batman activates his Justice League signal device. Unbeknownst to Batman, the satellite headquarters of the Justice League of America has been hurled into deep space, marooning virtually the entire membership. Having interrogated Nam-Ek, Wonder Woman responds to Batman's summons.

As does the Green Lantern, currently powerless since the Phantom Zone villains stole his Power Battery. Supergirl interrogates White, regarding Batman's whereabouts. Gerard Amateau. a shepherd, happens upon Faora Hu-Ul, bathing in a shallow pool. Faora Hu-Ul entices Amateau to join her. The two embrace passionately. Then Faora Hu-Ul crushes Amateau, before drowning him. An Earth tremor warns Faora Hu-Ul that it is time to leave the Earth. Her fellow Phantom Zone villains have constructed an enormous Phantom Zone projector, in orbit, and have begun to shift the planet into the Phantom Zone. Deep within the core of Aethyr, the Oversoul, Superman and Quex-Ul awaken in bondage. The Aethyr manifests physically to communicate with the two Kryptonians. Superman and Quex-Ul begin melting, like burning candles.

As globules of pure spirit, they coalesce within a cityscape, not too dissimilar from Metropolis. Superman prepares to battle against the Aethyr, but Quex-Ul leaps into the fray before the Man of Steel. Quex-Ul's soul is absorbed into the Aethyr, forever lost to oblivion. Furious, Superman hurls himself at the Aethyr, penetrating it's skull, and plunging deep into it's brain. Through the mind of the Oversoul, Superman finds the final portal that leads him out of the Phantom Zone. Batman, Wonder Woman, the Green Lantern, and Supergirl convene around one of the Justice League of America's teleport tubes. The city is hit with severe seismic activity. Using her telescopic vision, Supergirl scans orbit for the satellite headquarters of the Justice League of America. Instead she sees the giant Phantom Zone projector, trained on the Earth.

Supergirl immediately flies into orbit. Superman and Supergirl destroy the Phantom Zone projector. Supergirl throws the Green Lantern's Power Battery back to Earth, where it is caught by Wonder Woman. Still enraged over Quex-Ul's death, Superman furiously attacks the Phantom Zone villains. In a matter of seconds, Superman and Supergirl have defeated Cru-El, Jax-Ur, and Va-Kox. The Green Lantern cages the beaten Phantom Zone villains. General Zod and Faora Hu-El attack Metropolis. Their senseless destruction attracts the attention, and umbrage, of Az-Rel and Nadira. Using their psychic powers, Az-Rel sets Faora Hu-El on fire, while Nadira causes Zod to convulse in agony. Faora Hu-Ul dives into the river. When she emerges, Supergirl is waiting for her. Supergirl beats Faora Hu-Ul into unconsciousness.

Still burning with rage, Superman mercilessly beats Zod to within an inch of his life. Az-Rel and Nadira are drawn to a strange green glow, coming from a darkened alley. They find the Mad Prophet, Jer-Em, using a massive piece of Kryptonite to commit suicide. Jer-Em grabs Nadira, and pulls her against the Kryptonite. Az-Rel flees, only to be struck down by Superman. Nadira, in a panic, causes Az-Rel and Superman to convulse in agony. Az-Rel blindly turns his own power against himself, incinerating into ash. Jer-Em and Nadira succumb to Kryptonite poisoning. The Green Lantern uses his power ring to construct a Phantom Zone projector. The Kryptonian criminals are sent back into the Phantom Zone. Superman departs to retrieve the satellite headquarters of the Justice League of America, his thoughts still on the senseless loss of Quex-Ul.