Two years ago, super-genius Vril Dox gathered his team of R.E.B.E.L.S. to fight off one seemingly unbeatable foe: Starro the Conqueror. Now, Starro is back for revenge, and Dox's downfall has begun!

Everything seems quiet for the REBEL team. Vril Dox and Blackfire share a meal and discuss the future of Rann and REBEL. Meanwhile Adam Strange shares some quality time with his family. Even Lobo has some quiet time to spend making fun of Captian Comet and Starfire's mixed up love life.

But everything quickly turns dangerous when Lobo is mysterly attacked by Storm-Daughter, who drains most of his life force and gives it to Starro. Even Vril and Tribulus are attacked on the way home, by Smite, who destoies Virl's ship.