We then find ourselves amidst a flock of snow geese in Greenland, heading South. Superman is in their midst, and nearby, Wonder Woman has Green Lantern in her lariat, towing him as he projects a sort of green hang glider. J'onn J'onnz is there as well. The Flash races along the peaks below. As conditions worsen, Superman swoops down, picks up The Flash, and flies onward into the snow.
The heroes find themselves in a long, domed ice tunnel. Wonder Woman is helping Aquaman, and J'onn assists the blind Green Lantern. The Flash is awestruck again, because they've entered a giant atrium, described as hundreds and hundreds of feet high, with towering statues of Jor-El and Lara carved out of the ice walls. At the edge of a great chasm inside The Fortress, thousands and thousands of feet below...is an exact replica of the Kent farmhouse. Flash realizes that Superman may be homesick, and then notices Diana's garb, and asks her if she is cold.
In deep space, Brother Eye scans for the heroes it has lost. In his control room, Max Lord wonders where they went.
In the cave, while Brother Eye is scanning for the heroes, Batman works with Alfred, uncovering the secrets of the OMAC Project. Alfred has learned that OMAC stands for "One Man Army Corps", and was a secret defense project during World War II, designed to create supersoldiers to combat the Nazis. We see a file photo of a G.I. in a primitive, cumbersome armored bodysuit. Batman points out that the project was a failure, and that in the 60's and 70's, the project switched to mind control experiments. Several soldiers are shown to have come up MIA after being involved in the project. Batman moves on, explaining that the project then began to concentrate on robotics. He scrolls through other photos, designs and schematics that become more and more advanced and familiar. Batman talks about how the project developed nanotechnologies and autonomous tech. Alfred explains the project went offline in 1999, and was discontinued. Batman is trying to figure out what OMAC has to do with Brother Eye, and why the others have been attacked. At this point, Brother Eye picks up the heroes signatures, and Batman is upset they've been located. He wanted them to stay off the grid, and safe. He's getting visibility angry at this point, even pounding on his computer. Batman tells Alfred to keep digging, presses a button on the computer, and we hear the sound of a jet engine as Batman races off. Outside, The Batplane takes off into the late afternoon and disappears in a sonic boom.
Inside the Fortress of Solitude's farmhouse, the heroes recover. Aquaman's breathing is labored, and his skin is flaking and grayed. Green Lantern is losing it a bit, and J'onn is growing tired of his water cocoon. Conditions are not optimal, and its freezing to boot. Flash tries to talk to GL, who initially is curt with him, but then asks Flash to keep talking as his enthusiam helps. Aquaman begrudgingly agrees. The Flash asks Green Lantern to explain how the Power Ring works, and Wonder Woman says "It serves only the strongest will. The bravest heart". Green Lantern implies that his powers are something of a burden, to which The Flash replies:
THE FLASH
You don't like it? Cause I love being fast. It's like...I don't know, when I'm really cooking? As fast I can? It's almost...it's like everything in the Universe just...stops. Hangs there. It's like a...stillness. No wind, no noise. Right there in that little space between beats of the human heart. It's...peace.
J'onn asks The Flash if that is the speed of light, and The Flash tells J'onn he doesn't think he can go that fast. He tells J'onn he's gotten close, but explains that there's some kind of Speed Barrier that he believes once crossed, cannot be returned from. He then asks Diana if he can try her lasso.
Superman senses an intruder with his superhearing, and uses his X-Ray vision to peer through the layers of ice above them. Batman is walking through the Fortress entrance tunnel.
In Max Lord's control room, he and Talia watch the heroes in the Fortress, having located them by tracking Batman. Talia tells Max that what they're doing is dangerous, and asks him what happens if the heroes repair themselves and join together.
MAX LORD
Would it be arrogance to say that even if they do, they can't stop me? It would probably...One man against these...gods.
And Lord tells Brother Eye to target The Flash. He reads the information about Iris Allen from the file, and says:
MAX LORD
Let's see what one man can do...
In the Fortress, the heroes confront Batman. He tells them they aren't safe. He's hiding how badly the OMAC injured him earlier with his cloak. Superman asks how he located them, and Batman won't tell him. He tells them they won't be safe anywhere, and that someone is watching them all right now. Superman tells him that no one else on Earth knows about The Fortress, and Batman reveals that there is a satellite system that knows their identies, their weaknesses, and how to attack them. The heroes question who could do such a thing, with guesses like Lexcorp, the CIA, NSA, or some rogue military group, and Batman tells them he was behind Brother Eye. They interrogate him about why he would do such a thing, and he asks what would happen if they turned against the world, or someone controlled them or changed them somehow. The heroes don't believe they're capable of such things. Batman tells them he knows what they're capable of, and tells Diana that no one on Earth, no mortal, could ever control them if something happened. They're angry at him, and he explains that his traps were designed to contain them if neccessary, but points out that he did not attack them. They ask who stole his files, and is using his database, and he tells them several times that he doesn't know. Aquaman is hurting, and he's angry. Superman asks him how to turn Brother Eye off, and Batman responds that he doesn't know, and explains that he cloaked the satellite and its location...even from himself.
Superman lifts Batman up and slams him against a wall, yelling "How could you be so stupid?" Wonder Woman punches Batman out of Superman's hands and to one knee, saying Superman may be, but she is not.
With his cloak open, the heroes can now see how hurt Batman is. He's got high-tech braces on his left shoulder and his right knee, a la Kingdom Come. Batman tells them the program attacking them is called "OMAC", and explains that it's an abandoned military program, and the nanotech and psyops the project dabbled in. Batman explains there's a human component to OMAC, and some kind of transformation from man to killing machine, and that he was attacked, threw everything he had at it, and...
BATMAN
I threw everything I had at it. Everything I had. It owned me.
Superman asks Batman why the OMAC spared him, and Batman tells him that this is what he needs to find out, and that as soon as they can, they should split up.
SUPERMAN
No. We're stronger together.
Batman has connected the dots, and tells Superman the heroes are here because the force attacking them wants them there. He points out that whatever is attacking them used the attack on J'onn to bring Aquaman up to the surface, attacked him as a distraction, then attacked Green Lantern and Aquaman at the same time. He tells him that he knows the attacker knew he would come to warn the others. Superman tells him he's wrong, and that they're safe in the Fortress. He calls Batman "Bruce". Batman tells Superman the attacker is playing with them, and when Wonder Woman asks how he knows this, he says because it's exactly how he would have done it. His guilt is apparent, and now they're really stunned. Flash's cell phone goes off, and Batman tells him not the answer it. The Flash does, and a microfiber tendril snakes out of the phone and straight into his head, burrowing down his ear canal, and to the base of his skull. The fiber spits out a nanobot, which latches onto Flash's spinal cord, and starts to vibrate. Flash starts to vibrate violently, and drops to his knees, pleading for help. They try to hold onto him, but Flash vibrates right through their arms and down into the floor at superspeed.
On the other side of the world, a colonly of emperor penguins flees as Flash passes through the other side of the Earth, flies up into the air, and then back down into the ground.
Back in the Fortress, Batman and the others have figured out what has happened. Flash crashes back through the floor and goes through the roof of the Kent farmhouse. J'onn points out that Flash will stop at the center of gravity, the molten core of the Earth. Wonder Woman whips out her lasso and tells them to tell her when Flash is approaching. Superman uses his X-Ray vision, and J'onn uses his telepathy to coordinate them. Flash arrives, picking up speed, and Wonder Woman lassos him as he bursts through the roof again falling back toward the floor. The Flash is falling too fast to stop, and the lasso through much fo the house before he comes to a stop. Wonder Woman has ahold of Flash, who is dangling somewhere below the floor. She and Superman pull The Flash up, and he lies trembling on the Fortress floor, wrecked.
J'onn tells them that he saw something enter The Flash's ear canal, and that it is resting near the basal ganglia. Superman can see it with his microscopic and X-Ray visions, can see it vibrating. Flash says, voice jittering, "Told you guys it was nanotech." Realizing something, J'onn scans Green Lantern for nanotech, and finds one behind his visual cortex. Wonder Woman asks Superman to use his heat vision to burn them out, and Superman doesn't want to risk it. J'onn doesn't want to risk it either. The Flash points out that his accelerated metabolism will mess him up, and indeed he's starting to emaciate before their eyes. Green Lantern says if he had his sight he could do something, and J'onn offers to telepathically guide him during a surgical procedure, to be his eyes. The Flash okays this, and Green Lantern tells them to prepare. As the heroes prepare Flash for surgery, Batman rises out of the fortress on his zipline and limps to his Batplane. Superman is there, and confronts him. Superman doesn't understand how Batman could do what he did, or even contemplate it. Batman doesn't appear to have time for the issue.
SUPERMAN
The darkness in you. The paranoia. The rage. It's too much. Finally, this time, it's too much.
BATMAN
It's in you too, Clark. It's in everything. You be the Boy Scout, and pretend everything's sunshine and light. But half of every day we live, is lived at night.
SUPERMAN
The darkness. Such a lonely place to live...
And Superman walks away, leaving Batman alone in wind and snow.
Back in the fortress, Green Lantern is charging his ring on the Power Battery with the oath, focusing on what he has to do. He's nervous, but he creates several microfibers with pincher ends from his ring. Flash is strapped onto a table, still vibrating as the probes approach his head. Superman joins Wonder Woman where Aquaman has passed out, and implies that if Aquaman stays unconscious, perhaps they can rehydrate him somehow. Green Lantern's probes enters Flash's brain through his nose and ears, and surgery begins as as J'onn guides Green Lantern through the process. Flash is conscious through the whole procedure, and of course, cracking wise a bit to hide his nervousness.
Superman uses his heat vision to melt a man-sized pond from the ice. Green Lantern continues the surgical intrusion, and retracts the probe. Flash instantly stops vibrating, and starts talking about the different kinds of toasts he likes. Wonder Woman enters and points out that the lasso is making him tell the truth, and releases him from it. The Flash says "Well, that was awful...who's next?", and collapses, looking frail and skeletal.
En route home via the Batplane, Batman contacts Alfred via radio and asks him to try to access the Brother Eye system.
In the Fortress, Wonder Woman walks a dying Aquaman into the pool Superman created, and submerges him there. Aquaman is unconscious, but his gills drink in the water. J'onn explains that if Arthur wakes in the water, the shock could kill him. He scans Aquaman's brain and finds the proble agitating the Amygdala, says Green Lantern will have to go in again. Superman scans J'onn and doesn't see anything in his brain, and J'onn suggests that something may have bonded with his skin. The Flash jokingly, but half serious, suggests J'onn use dermabrasion to remove his outer later of skin. J'onn isn't quite ready to do that as he's afraid to take off the protective water shell. The Flash tells the others that he's going to take the nanotech that was inside him back to his lab to study its component parts, but he doesn't even have the energy to walk at this point. Wonder Woman tells Flash she will take him back, and asks what they do about Batman's satellite. Superman tells her that if it's up there, he'll find it and tear it to pieces. There's a moment. Something happening. A team forming. Working together. A moment. Something acknowledged. The heroes split up.
In the cave, Alfred keeps trying to access Brother Eye, and finally gains access, patches Batman through via the Batplane. Batman aks Brother Eye if there is a metahuman profile on him, the creator of the system. Brother eye answers affirmative. Batman asks Alfred if he created a file on Bruce, and Alfred says of course he didn't. Batman tells Alfred that whoever did is behind the attacks, and accessess his own profile. In the cave, the profile on Batman comes up. From the Batplane, Batman accesses his weaknesses, and Alfred tells him that there is just one word there: "Love".
Batman flashes back to the women in his past. We see Julie Madison, Silver St. Cloud, Vicki Vale, Poison Ivy, Catwoman, and then Talia. He remembers an encounter with her, six months ago, when he was trying to end their relationship. Talia calls him "Beloved", and asks for one kiss, telling him that then he can tell her he still doesn't love her. Batman tells her he can't let her behind the mask. Ever. She pulls off his gloves and starts kissing his hands, then embraces him and tells him she wants his heart...because it's hers. And she kisses him with "brutal passion", drawing blood. Batman pulls away, but then throws his cape around her, and they fall back onto the bed. He keeps replaying the kiss in his memory until we see: A nanoscopic homing device, and Batman's tongue taking it in after the kiss.
Back in the present, Batman simply says "Talia", and the Batplane banks, blowing a hole in the clouds as it changes course.
Then we're in space, near a satellite. A red and blue blur streaks up and stops, and Superman realizes this isn't Brother Eye, so he streaks off another satellite, and another.
At Planet Krypton, Flash and Wonder Woman sit near a child's birthday party where the parents are dressed as Flash and Wonder Woman. Flash is eating to feed his weakened, emaciated frame.
We find Aquaman and Green Lantern mid Aquaman's surgery. J'onn is underwater, morphed so that he has four arms now, holding Aquaman in place. Aquaman wakes and begins to panic, just as Green Lantern removes the probe. Aquaman sinks into the water, swallowing some of it down, no longer afraid. J'onn gives Aquaman his water hand back. J'onn rises out of the water, and bursts into flame again. He uses his Martian Vision to fire into a green mirror that Green Lantern creates, and the flames blow back into J'onn's body. The concussive fire force blows out the flames, but leaves behind a hard, charcoal shell. It begins to crack and fall away, and J'onn appears, green and very much alive. J'onn wants Green Lantern to operate on himself, but Green Lantern is afraid he won't be able to concentrate. Aquaman asks Green Lantern to trust him, and places his water hand in front of GL's face, saying "Breathe in". When GL goes, the water hand is absorbed into GL through his mouth and nose, and it starts to drown him. It's an uncomfortable moment, because John can't breathe, and he drops to his knees, panicking. Aquaman helps John to his back, and Green Lantern's body bucks, fighting for its life. When he's finally unconscious, water begins to pour out his ears. Aquaman picks up the water, which reforms and becomes a hand again, now holding a tiny metallic bug. Green Lantern wakes, rises, realizes he can see again, and thanks Arthur for saving him. Arthur tells him that he can call him "Aquaman".
In New York, Talia Al Ghul pushes through crowded sidewalks to Max Lord's building, and through the construction barriers. She enters an elevator. Across the street, Batman watches from another building, and fires his grapple across the street in pursuit. And then we're in Max Lord's lair, where Lord is watching Batman's approach. He calls Batman predictable, and talks about what a nice reunion this will be.