"Panic in the Sky" is the eleventh episode of the second season of Justice League Unlimited. It originally aired on July 9, 2005. It is the third episode of the four-part finale of the Cadmus story arc.
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, who reports from the surface that, mercifully, there are no fatalities.
Seeing a news report of the devastation, Superman calls a meeting of the founders, sans Flash and Batman. He 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. Before leaving, Superman tells Kara to "hold the fort."
When called, Flash agrees to come too, but Batman refuses absolutely. Six of the seven founders surrender themselves to the authorities.
Aboard the Watchtower, the systems detect a volley of incoming 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: keep her way clear to the station's reactor, 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, 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 – as witness Superman's break-in to rescue Question – and would have known that the facility was empty when it was hit. The cannon was fired remotely, and there is only one person on earth smart enough to do that: Lex Luthor. Batman suggests that Waller "start looking at him, hard," then leaves (it is uncertain whether he notices the attack going on).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, who rises, 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 flies down, and sees Galatea wiping the floor with Steel. She is about to sabotage the reactor and blow the Watchtower up and tells Supergirl– "but what I'm hoping, is that you'll be dumb enough to try and stop me." They fight, but Supergirl is outmatched – Galatea is stronger and more aggressive than she is. But 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 is right: Luthor has been poaching advanced technology from Cadmus and shipping it to his laboratory at LexCorp. Hamilton confirms that the technology could have been used to remotely fire the Watchtower's cannon, "but that's the least of it..."
Waller calls Galatea and orders her to cease the attack. Galatea, who is about to kill Kara, ignores the order. Steel awakens in time to fire a blast that drives her back. Reaching the end of the re-start process, the power is restored. As Galatea charges, Supergirl rips out a huge power coupling and rams it into her stomach, feeding her a massive surge of electricity.
Up on the bridge, the League cheers as the last of the Ultimen are defeated, but the power goes off as soon as it came back on. Supergirl helps Steel to his feet, while Galatea is left on the floor, twitching and catatonic.
In his laboratory, Luthor has finished his great project: an android body bearing his likeness, after the design of AMAZO, into which he will transfer his consciousness, thus making himself immortal and superpowerful: not only will his scheme succeed in making him a living god, but he has made the Justice League outlaws, so that killing Superman, as he has always dreamed, will now be an act of heroism. Before starting the transfer, he is confronted by Batman, but easily throws him out of the Lexcorp window with his mysterious super-strength.
Just before Luthor throws the transfer switch, Waller appears with a nano disassembler beam gun and disintegrates the android, telling him he's under arrest. And to back her up, the six founders have been released from prison and, with Batman, are standing before them now. Outnumbered and out of options, Superman tells Luthor that it's over, but Luthor still refuses to give in.
Suddenly, Luthor begins to writhe and scream in pain, and mechanical tendrils erupt from the flesh of his back and arms. A familiar three-dot triangle appears on his chest, and a skeletal face emerges from his stomach, accompanied by a familiar voice: Brainiac.
- The episode picks up directly from the events of "Flashpoint."
- Batman refers to his last conversation with Waller in "The Doomsday Sanction."
- Luthor makes reference to the creation of Amazo by Professor Ivo in Justice League, "Tabula Rasa." Batman likewise refers to when Luthor and The Atom fought Amazo in Justice League Unlimited, "The Return," and Waller uses an anti-nanotechnology beam of the same kind Luthor designed in that episode.
- Galatea's final fate is unknown.
- In "Flashpoint," Booster Gold joins the rescue team that Flash leads down to the surface, but here he is shown fighting aboard the Watchtower.
- It's not clear who rescues Batman after Luthor defenestrates him. The flying rescuer's hand and forearm is bare which precludes Superman and John Stewart who have a sleeve up to the wrist, and Wonder Woman who has a bracelet. Also, the hand is that of a Caucasian, which excludes J'onn. Moreover, Superman could move faster than the rescuer did, Wonder Woman would more likely hurl her lasso, and John would use his ring. This leaves Hawkgirl as the only possible contender. However, the hand doesn't look female.
- When defending the League, Batman tells Waller that there are maybe three people on Earth smart enough to take remote control of the fusion cannon, and two of them were already on the Watchtower. He does not seem to be including himself (though he is later shown to be one of the few members of the League entrusted with doing monitor duty); likely candidates for the two slots would include Mr. Terrific and J'onn.
- Last appearances: Professor Hamilton, Galatea, and the Ultimen.
- Revealed this episode: Cadmus's headquarters was located in New Mexico.
- 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.
- The 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.
(Galatea starts to leave the lab to lead the attack, but stops)
Supergirl: I'm worried about them, Steel. I'm worried about my cousin.
Amanda Waller: Luthor. That's where you're trying to lead me, right?
Supergirl: You know what? No matter how bad you beat me, I'm real, not a clone.
Galatea: (her last words) When I get rid of you, I'll be the only--!
Lex Luthor: Arrogant cow! It'll take weeks to build myself another android body.
Lex Luthor: (laughing) Did you really think you could take me down all by yourself?
Superman: It's over, Lex.
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"Divided We Fall"