The Legion debates over admitting new members on the team during their meeting. Mon-El and Shadow Lass go to Shadow Lass' home planet of Talok VIII to check on her cousin, Grev. They arrive to find a faction on her planet led by Lady Memory, a woman who wants to revert their society to the old ways. Mon-El and Shadow Lass are able to quell the army and are soon met by Lady Memory and the Persuader, whom she has paid to help her in her endeavor. They have captured Grev and Lady Memory is able to stop Mon-El from saving him. She induces memories causing pain for Mon-El, so he rushes off into space, going a bit insane. Meanwhile, Brainiac 5 tries to augment Dawnstar's tracking abilities with his science.