Brainiac successfully steals Metropolis, and prepares to fire a missile that will destroy the Sun and the Earth itself. Supergirl ends up captured along with the rest of Metropolis, but Superman breaks out of his restraints again and frees her. Supergirl stops the missile, while Superman battles Brainiac. Brainiac appears to have the advantage in physical combat yet again, but Superman knocks Brainiac out of his ship and into a swamp, where Brainiac is overwhelmed by the microscopic organisms covering his body. Superman uses this distraction to defeat Brainiac. While Superman frees the cities of Metropolis and Kandor, the villain launches a missile to the Kent farm in an act of spite. The farm is destroyed, and Jonathan Kent suffers a fatal heart attack because of it. Brainiac is brought to a top-secret military base, where the imprisoned Lex Luthor is assigned to discover his secrets. Luthor eventually manages to use Brainiac's connection to his ship to kill the soldiers assigned to watch him. Brainiac manages to free himself from Luthor's control, forcing him on board the ship, and the two make their escape.