Justice League Unlimited - Panic In-The Sky

"**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***.

## Plot

***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.

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.

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.

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 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.

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.

## Continuity

* The episode picks up directly from "Flashpoint".
* ***Flash's*** response to Government soldiers of "Batmobile lost a wheel, Joker got away" comes from an altered version of Jingle Bells which was sung by ***Joker*** in the *Batman: The Animated Series* episode "***Christmas With the Joker***".
* ***Steel*** immediately identifies the missiles as ***LexCorp*** technology upon registering the missile attack as he previously worked for ***LexCorp*** in the *Superman: The Animated Series* episode "**Prototype**".
* Supergirl's and ***Galatea***'s rivalry continues from "***Fearful Symmetry***".
* ***Batman*** mentions to ***Amanda Waller*** their conversation in "***The Doomsday Sanction***".
* Lex Luthor makes reference to **Professor Ivo**'s creationwhich was seen in the ***Justice League*** episode "Tabula Rasa".
* A couple of references to "**The Return**" are made:
	+ Batman refers to when Luthor and ***Atom*** worked together.
	+ Waller uses an anti-nanotechnology beam based on Luthor's design.

## Background information

### Home video releases

* ***Justice League Unlimited - Season One (DVD)***
* ***Justice League - The Complete Series (DVD)***
* ***Justice League Unlimited - The Complete Series (Blu-ray)***
* Superman/Batman: Public Enemies (Blu-ray only)

### 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.

### 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**.
* Although ***Black Canary*** refused to use her sonic powers against a band of villains in "**The Cat and the Canary**" because doing it at that range (at least several yards/meters) would kill them, she's seen using her Canary Cry at point-blank range several times during the siege, although it was likely due to the ult*imen being clones and not real humans*.
* ***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.

### Trivia

* 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 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.
* ***Steel*** puts the number of Justice Leaguers at 60 sans the founding members. It is unclear whether he is including the Leaguers on the ground, or only counting those in the Watchtower, and whether or not he counts ***civilian personnel*** as well.
* 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.
* Dwayne McDuffie is on the record stating that there should have been casualties as a result of the Watchtower's canon being manipulated. However, "The reason we'd go out of our way to say there weren't any should be self-explanatory. It's a Y-7 show", and later added "It doesn't matter what \*I\* consider to be Y-7. When BS&P asks us to do something, we do it." Originally, he had tried to skirt around the request by having Amanda Waller say "no one was harmed" when being asked specifically about CADMUS personnel, but BS&P wanted it to be absolutely clear that nobody was hurt at all.

## Cast

### Uncredited appearances

* Atom-Smasher
* Aztek
* B'wana Beast
* Black Canary
* Blue Devil
* Booster Gold
* Captain Atom
* Commander Steel
* Creeper
* Crimson Fox
* Doctor Mid-Nite
* Fire
* Green Arrow
* Hawk
* Hawkgirl
* Hourman
* Ice
* Metamorpho
* Huntress
* Obsidian
* Red Tornado
* The Ray
* Sand
* Shining Knight
* Stargirl
* Starman
* S.T.R.I.P.E.
* Vigilante
* Wildcat
* Juice
* Long Shadow
* Shifter
* Wind Dragon

## Quotes

 **Supergirl:** I'm worried about them, Steel. I'm worried about my cousin.
 **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!
 **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.