DC Animated Universe

"Panic in the Sky" is the 11th episode of the second season of Justice League Unlimited, and the 24th of the overall series. It originally aired on July 9, 2005. It is the third episode of the four-part finale of the Cadmus story arc.


Professor Hamilton installs a transmitter on Galatea's forehead putting her in telepathic contact with the Ultimen. He explains that, unlike the previous versions, these Ultimen clones are just "blank slates", entirely dependent on Galatea's commands. Waller appears, telling Galatea it is time. As she prepares to leave on her mission, Galatea stops, turns back, and gives Hamilton a goodbye hug, calling him "Daddy". With that comment, Hamilton's face falls.

Aboard the Watchtower, the crew are still working flat-out to restore main power as quickly as possible. The first thing they get back is communications, which allows them to speak with Flash reporting from the surface that, mercifully, there are no fatalities. However, Flash also conveys that the public no longer trusts the League, blaming them for what happened.

Seeing a news report of the devastation, Superman calls a meeting of the founders, sans Flash and Batman since they're both planetside. Superman says they've lost the trust of the people, and Wonder Woman proposes making a gesture of cooperation. The founders announce to the rest of the League that they are temporarily giving themselves up for arrest until their innocence is proved.

When called, Flash agrees to come too, but Batman vehemently refuses, despite Wonder Woman's pleas, preferring instead to track down those responsible for framing them: besides, he reminds the others that he never actually officially joined. Six of the seven founders surrender themselves to the authorities.

Aboard the Watchtower, the systems detect a volley of incoming Damocles-class missiles, which deploy driller heads instead of explosive payloads. The missiles strike, boring into the hull and disgorging the Ultimen. Galatea follows, issuing two simple orders: Clear her a path to the station's reactor room, and then kill everyone in the Watchtower.

Inside Cadmus, Amanda Waller and General Eiling are watching the progress of the attack, when Batman appears, knocks out Eiling easily, and confronts Waller. He tells her that, moral considerations outside, the League wouldn't have fired the cannon: They've been keeping tabs on Cadmus for months, and would have known that the facility was empty when it was hit. The cannon was fired remotely, and out of the people capable of doing so, the only one not already on the Watchtower was Lex Luthor. Batman suggests that Waller "start looking at him, hard", then leaves.

Captain Atom makes a choice

Captain Atom chooses his side.

A full-scale battle rages inside the Watchtower. Even the human support staff, though told to stay sheltered, join in the fighting. As a group of Ultimen reach the infirmary, Huntress and Question join the fray, as does Captain Atom, still injured, from his sick bed, having decided whose side he is on.

Steel notices a danger signal from the reactor room and flies down to join Atom. As the League takes the upper hand, Supergirl breaks off and runs down to check. She finds Atom knocked unconscious, and sees Galatea wiping the floor with Steel. Galatea informs Supergirl that she is about to sabotage the reactor and blow up the Watchtower. They fight, but Supergirl is outmatched. Galatea is stronger and more aggressive than she is. As they fight, Supergirl goads her with the fact that she is not a real person, and Galatea becomes even more violent.

Back at Cadmus, Waller has started "looking" at Luthor, and it has taken her an embarrassingly short time to discover that Batman was right: Luthor has been poaching copies of advanced Cadmus technology and shipping it to his laboratory at LexCorp. Hamilton makes a quick examination of the technology and confirms that it could have been used to remotely fire the Watchtower's cannon, but there's something else. In horror, Hamilton realizes what Luthor's true plan is. They all have been deceived by Lex Luthor.

Galatea shocked

Galatea defeated.

Waller calls Galatea and orders her to cease the attack. Galatea, blind with rage and her desire to kill Supergirl, ignores the order. As she burns Supergirl with her heat vision, Steel awakens in time to fire a blast that drives her back. Reaching the end of the restart process, the power is restored. As Galatea charges, Supergirl rips out one of the reactor's huge power couplings and rams it into her stomach, pinning her with the power cable and feeding her a massive surge of electricity. She holds her there as Galatea's screams reach a higher pitch with the increasing pain...

Up on the bridge, the last of the Ultimen are defeated and the League cheers for the power coming back on, but are quickly disaapointed as the power goes off again. Calling Supergirl, STRIPE asks if a fuse was blown; she grimly agrees as she helps Steel out of the reactor room, while Galatea is left on the floor, her hair burned off to half its length and her skin tanned, twitching and catatonic.

Luthor and his new android

Luthor's grand plan nears fruition.

In his laboratory, Luthor has finished his great project: An android body based on the design of Amazo albeit with his own likeness. He intends to transfer his consciousness into the android, but Batman confronts him before he can begin. He has finally solved the puzzle: When Luthor worked with the Atom to stop Amazo, he saw the android's blueprints and memorized them with his photographic memory. Batman realizes that the Cadmus crisis is all a cover for Luthor's true goal: Giving himself superpowers. Luthor confirms this, but adds that he'll also gain his revenge on Superman. The world has turned against the Justice League, so him killing the Man of Steel will be seen as a heroic act.

Batman attempts to destroy the android, but Luthor intercepts and crushes his explosive Batarang. They briefly fight, but Luthor quickly subdues Batman and throws him out of the window with his mysterious super-strength. Before he can hit the ground, however, Batman is rescued.

Meanwhile, Luthor has hooked up his equipment and is ready to begin the consciousness transfer. Just before he throws the transfer switch, Waller appears with a nano-disassembler beam cannon (Luthor's own design) and with one shot, disintegrates the android. Luthor rages that Waller has ruined weeks of hard work, but she declares him to be under arrest for framing the League and attempting to kill everyone at Cadmus. Backing Waller up, the seven founders of the Justice League enter the room.

Brainiac emerges

The true mastermind of the Cadmus crisis revealed.

Superman tells Luthor that it's over. Outnumbered and out of options, Luthor still refuses to give up... but suddenly interrupts himself with a scream of pain. He falls to the floor, his body mutating into a tentacled, top-heavy monstrosity with a familiar three-dot triangle on his chest. As a skeletal metal face emerges from his abdomen, Luthor's voice becomes mingled with, then rapidly subsumed by, a robotic monotone... Brainiac.


Background information[]

Home video releases[]

Production notes[]

  • Due to Broadcast Standards and Practices, the production team had to specifically state that no innocents were killed from the blast. According to Dwayne McDuffie, they tried leaving it vague at first, by having Waller simply mention that no Cadmus personnel were harmed when the Watchtower cannon fired on the abandoned facility. However, the network wanted it to be crystal clear.[1]

Production inconsistencies[]

  • After the core Justice Leaguers announce to the others that they're surrendering to the authorities, Wonder Woman's eyes are black as she flies away.
  • Booster Gold joins the rescue team that Flash leads down to the surface in "Flashpoint", but he's shown fighting aboard the Watchtower.
  • Fire can only fly when she is in her flame-form. But after she fends off an attack from a Downpour clone, she's seen levitating in her normal human form.
  • When Amanda Waller looks to see Wade Eiling getting up from Batman's punch, he is behind her. In all other shots, he is to her right.
  • When Galatea is lying on the floor twitching, her eyes are black.


  • This episode marks the last appearances of Galatea and the Ultimen. It also marks the last appearance of Professor Hamilton in the DCAU.
  • This episode reveals that Cadmus' headquarters was located in New Mexico.
  • The idea of an amalgamate Lex Luthor and Brainiac resembles to one of the planned plot points that would have occurred in the Tim Burton's cancelled film Superman Lives, in which Burton planned to amalgamate Brainiac and Luthor into a creature named Lexiac.
  • When Batman knocks aside General Eiling, a cigarette ashtray can be seen flying off the table. This marks one of the few instances where tobacco consumption was alluded to, albeit not shown.
  • Steel classifies the missiles fired at the Watchtower as Lexcorp-manufactured "Damocles-class" missiles. The name Damocles refers to a classic myth about a courtier who was punished by his king by being seated at a dinner table with a sword hanging over his head by a thin thread; the myth has frequently been used as a metaphor for the threat of nuclear war. In the DC Original Animated Movie Justice League: Crisis On Two Earths, which was originally meant to be part of the DCAU, the Crime Syndicate decides to solve the problem of the President threatening them with nukes with "Project Damocles", a bomb that would destroy the planet.
  • When Batman confronts Waller, he tells her that the fusion cannon was taken over by remote control and that "There are maybe three people on Earth smart enough to pull that off". Waller quickly guesses that he means Luthor but they do not mention the other two who were "already on the Watchtower". Batman probably means the Atom and Steel, both top physicists who try to repair the Watchtower's reactor before being assaulted by Galatea. Captain Marvel even suggests calling on either of them in order to check out Luthor's suspect energy generator in the episode "Clash".
  • This episode's title is a hint towards the reveal at the conclusion: Brainiac was the antagonist in a multi-part Superman comic story which shared the title.
  • Waller's description of Luthor as a snake alludes to Aesop's Fable of The Farmer and the Viper, in which a farmer nurses a dying snake back to health, and is "rewarded" when the snake fatally bites him, stating that it is simply doing what is in its nature (another variation on the same theme was Aesop's Fable of The Scorpion and the Frog). Songwriter Oscar Brown, Jr. later wrote a song based on the fable, giving rise to several versions of the fable which end with the snake saying "you knew I was a snake when you picked me up."
  • Bruce Timm called Nicholle Tom's performance as Supergirl and Galatea in this episode two of the greatest performances in the entire series.


Actor Role
Kevin Conroy Batman
Susan Eisenberg Wonder Woman
Female Reporter
Phil LaMarr John Stewart
STRIPE (uncredited)
Carl Lumbly J'onn J'onzz
George Newbern Superman
Michael Rosenbaum Flash
Clancy Brown Lex Luthor
Corey Burton Brainiac
Government official (uncredited)
Soldier (uncredited)
Robert Foxworth Emil Hamilton
CCH Pounder Amanda Waller
Nicholle Tom Supergirl

Uncredited appearances[]


Emil Hamilton: Hold still, Galatea. You're invulnerable, this can't possibly be hurting you.
Galatea: Boredom is my Kryptonite... okay, actually Kryptonite is my Kryptonite, but you know what I mean.

Wonder Woman: You have to come with us, Bruce.
Batman: I don't have to do anything. I'm a part-timer, remember?

Superman: As promised, we're surrendering ourselves to your authority.
Soldier: Where's Batman?
Flash: Running late. The Batmobile, it lost a wheel. The Joker got away. (pause) That's what I heard.

Supergirl: I'm worried about them, Steel. I'm worried about my cousin.
Steel: Don't be. Everybody in the League is good at their job. But those seven, they're the best ever. Not because they're the most powerful, they aren't. Not all of them. And it's not just because they were the first. It's because they're special. They've proven it time and again. They make the hard choices, they set the example, they do what's right, not what's easiest, and they always come out on top. They're gonna be okay, Kara. We all are.

Supergirl: You know what? No matter how bad you beat me, I'm real, not a clone.
Galatea: Shut up.
Supergirl: Deep down you know the truth... you're not a person. You're just a weapon! Grown out of one of Hamilton's petri dishes!
Galatea: SHUT UP!

Amanda Waller: He played me. I knew he was a snake and I still let him bite me.

Galatea: When I get rid of you, I'll be the only...! (Supergirl shocks Galatea with a huge power plug)

Batman: When you and Atom worked together to stop the first Amazo, he showed you the blueprints, and I suspect you have a photographic memory.
Lex Luthor: I'm too modest to boast.

Waller: Hey, Lex! That android is Cadmus property. You're going to have to find somewhere else to keep your brain!

Waller: A nano-disassembler beam. Your design, I believe.
Luthor: Arrogant cow! It'll take weeks to build myself another android body.
Waller: You ain't got weeks, baldy. You're under arrest for trying to use the Justice League's space gun to murder everyone at Cadmus.