Three hours earlier, Insurgent Lex is fixing up the suit after retrieving the weapon from Insurgent Deathstroke. While doing some final changes, he hears the news in the room.

"Details from Stryker's Island are still sketchy. Insurgent forces attacked there nearly ninety minutes ago. What? Andre's there now? Let's go live to Andre Garcia. Andre?" 

"Thanks, Rob. It's chaos out here. High Councilor Superman and his One Earth forces are battling waves of giant, insect-like sea creatures. The metahumans are holding on their own. But the regular military is in disarray."

"With Batman in custody is there any sign of who's directing this attack?"

After placing down his panel, Insurgency Lex eats the pill and decides to wear the suit.

"No idea. Can't see enough from our vantage point."

"Have the creatures breached the prison's defenses?"

"Doesn't look like it. So far the fighting is focused on the prison's perimeter."

"Seal appendage armor. Activate reactor core. Begin pre-flight check." Insurgent Luthor said.

"All Systems nominal. All inputs tethered. Neutral command schema now online."

Upon suiting up Insurgent Lex is all ready to head to the battlefield at Stryker's. As he flies through Metropolis, suddenly two homing missiles seems to follow him as Lex tries to divert it away from him but it fails as he falls down upon getting hit by the missiles and later lands hard onto the Regime truck. Soon he gets up to check on his armor.

"Damaged assessment."

"Reserve energy drained. Engaging solar recharge. Propulsion system offline."

"How long?" he asked as he gets down from the truck.

"Full restoration in fifteen minutes."

"Damn."

To makes matters worse, another Regime truck stops near him as it turns out to be Joker and Harleen driving it. It also turns out that it was the Joker who shoots Insurgent Lex down.

"Humpty Dumpty fell through a truck... Humpty Dumpty's suit is all f--"

"Love the color. Matches your eyes."

"It is... quite spiffy..."

"Unless you want Superman to succeed, step aside. Both of you." I.Luthor ordered.

"You trying to beat Superman? Your bestest buddy?" Harleen asked in confusion.

"A deception. Created so I could aid the Insurgency."

"Well, then. How 'bout we share! Be a doll, will you? Help Mister Luthor out of my suit." Joker suggested with a smile.

"With pleasure, hon!"

"I don't think so."

While Harleen proves to be worthy, Insurgent Lex didn't use his full power as he knows that she can't take him down. Even her pie bomb that explodes at him didn't even leave a mark on his armor. The only thing Lex do is disarming her weapons and push her down without injuring her. Harleen knew she has lost and gives up while Joker who was watching the battle is not amused.

"Do yourself a favor, Harleen... Stay away from him."

Fed up, Joker gets down from the truck and walks near Harleen.

"She can't quit, she's fired! Can't have your stink rubbing off on me."

Harleen was utterly shocked.

"What?"

"Oh, don't worry."

Joker holds up his knife.

"There's a generous severance package."

"JOKER!" I.Luthor shouted.

Joker seems to grab Harleen's hands from behind to hold her down.

"No no! Go save the world! I've got this."

Joker was about to kill her using his knife but luckily Insurgent Momo saves her by knocking him aside with her pole she created. Kyoka, Denki, and Insurgent Hanta came beside her.

"Momo?" I.Luthor asked in surprise.

"I knew you were up to something. You'll thank me for this later, Harleen."

Deciding to take him down, Joker keeps boasting that he's indestructible as he can't be killed by anything. But Denki was fed up with that clown and manages to stun him and use his thundering volts to knock out Joker completely out cold without frying his head.

"I never liked that clown..."

While Joker was knocked out unconscious, Harleen grabs his knife that he drops and hold his collar, attempting to kill him for Joker's betrayal.

"Try to kill me?! I'll slice that grin offa yer face!"

"Harleen. No." I.Luthor calmly said.

"You don't have to do this." Kyoka said.

"He was gonna... I can't believe I fell for him again!" Harleen frustratedly said.

"He knew exactly which buttons to push. It's not your fault. It's what he does."

There was a moment of silence but ultimately Harleen decides not to kill him as she lets go of the knife as Insurgent Lex walk towards her.

"You've outgrown him."

Just then some of the Joker Clan members came while pointing their guns at Insurgent Lex.

"There they are! Over there! Back off Luthor!"

Harleen stops them.

"Easy guys. He's on our side."

She then looks at Joker.

"Turns out he wasn't."

"Take care of him. Keep him locked up this time." I.Momo said.

"That'll be the least of it. These guys'll keep causing trouble. Go get Superman."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

At the battlefield, both Hal are dueling each other by shooting projectiles at each other. Then Yellow Lantern decides to create gun turret to shoot Green Lantern down but he manages to dodge it.

"I got just the thing..."

Green Lantern creates a green aircraft and flies towards him. Yellow Lantern keeps shooting it but ultimately he lost and crashes down to the prison (which explains how he ends up fighting Insurgent Batman later). Green Lantern's smile was short-lived when Regime Black Adam attacks him with Regime Hawkgirl joining in. Green Lantern tries to shield himself but this breaks off his barrier after both of them attacks together. The moment they tries to attack him, Insurgent Lex and Insurgent Momo saves Green Lantern by shooting them with his missiles and cannons.

"Green Lantern! Go help Wonder Woman."

"Really?"

"We'll handle these two! Go!"

He flies pass them as both Regime Hawkgirl and Black Adam gave a chase. Both tries to attack Insurgent Lex's down but misses. But Lex manages to stop his flight making him uses missiles at them. They manage to dodge some of it but ultimately it hits both of them causing them to drop down. Hawkgirl drops down near the Hall of Justice as Lex lands near her pushing her mace aside. Insurgent Momo, Insurgent Hanta, Kyoka, and Denki came in not too long.

"Your Nth-metal belt. Give it to me."

"The source of my powers? Like hell."

"I'm giving you a chance. End this without further bloodshed."

"Too late."

She manages to fly and grabs her mace while avoiding Insurgency Lex's lasers. She tries to attack him back but the force field forces her to be pushed away.

"You're done, Hawkgirl. Overmatched."

Since he's been spending time reading all of the Regime's tactics and movements, Insurgent Lex has no trouble taking down Hawkgirl as he manages to knock her down using her own mace.

"Like I said. Overmatched."

Kyoka and Insurgent Momo comes over and was about to take off Regime Hawkgirl's belt but were punched by an oncoming Regime Shazam who saves her just in time. He tries to attack Insurgent Lex, Insurgent Hanta, and Denki but Lex shield himself, protecting the U.A. Students. Lex attacks him back only to be pushed away.

"Since when are you with them?" Regime Shazam asked.

"Since the day Superman decided to herd us like sheep." Insurgent Lex said.

"He only wants what's best for us."

"And you believe him? That's nuts, you know." Denki said.

"What he said." I.Hanta agreed.

"We aren't his playthings...And he's no God!" I.Lex said.

Confused by Insurgent Lex's betrayal, Regime Shazam didn't give it his all to take him down. Insurgent Lex was curious why he's here. Regime Shazam tells him that back at the Watchtower, after he regain conscious he manages to find Cyborg and decides to take him out but Regime Flash manages to arrive just in time to stop them while trying to explain the current situation. Cyborg apologizes about the matter since he should have seen this coming from Insurgent Slade and intends to evacuate everyone out of the Watchtower. Flash agrees and decides to calls it a temporary truce until everyone is evacuated. At first Billy was against this since he's a 'duplicate' but Flash reminds him that they're here to save people rather than wasting time in taking down a person plus Regime Cyborg is still unconscious after many attempts in calling him. Reluctantly, Billy was forces to agree with both of them as he decides to check inside the Hall of Justice if everyone comes out safe. Soon, just after evacuating everyone out of the Watchtower with only Flash and Cyborg left, he soon heard a loud crash and finds Lex fighting against Regime Hawkgirl.

After hearing his story, Lex tells him that he's still young and needs to realize that what Superman did was wrong but Billy can't make up his mind as he does knows Superman's way is wrong but it for the good of everyone due to the death of Lois. But Lex argues about this as most people ruled under Superman's live in fear and Lois would not have agrees with his idea if she's alive. This cause Billy to came in realization that there are some truth words from him but this leaves him wide open for Lex to knock him out using his stun baton.

"No good comes from hero worship."

Insurgent Hanta quickly tied Regime Shazam with his tape to make sure he doesn't escape or do anything suspicious as Insurgent Lex stands near the unconscious Regime Shazam.

"Status?"

"Internal circuitry sixty percent damaged. Flight mode is off-line."

"Again? What did I miss?"

"Huh? What do you mean?" Denki asked in confusion.

Before he gets to hear it again, they hear a loud explosion in the air, realizing what was destroyed.

"What was that?" Insurgent Hanta asked.

"The Watchtower?" Insurgent Lex asked.

"Affirmative."

"Casualties?"

"All personnel safely evacuated. Superman was in the blast radius but is unharmed."

"Well, then. May fortune favor the foolish..."

Denki looked at I.Lex with confusion, worry, and uncertainty while Insurgent Hanta checked on Insurgent Momo and Kyoka who are luckily okay as they slowly got up.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Back in space, Regime Superman regains conscious and hears a familiar voice on Earth.

"SUPERMAN! YOUR TIME IS OVER!"

He turns around in confusion and decides to see who it is while Insurgent Lex is preparing his weapon.

"E-T-A twelve seconds. I see him."

"Maximum weapons range fifteen-hundred meters. Weapons lock in seven seconds."

As the countdown starts, Insurgent Lex manages to see him when the countdown reaches five seconds. He was about to shoot but once it reaches one second remaining, he was shocked by Regime Shazam's lighting attack, who suddenly awakes faster and ripped himself out of Insurgent Hanta's tape than he expected. Denki quickly tried to electrify Regime Shazam, but ended up getting electrified by him and knocked down to the ground. This causes the armor to malfunction, leaving him to be tackled by Regime Superman. News crew were there recording it live with the some of the taglines like "SUPERMAN CRUSHES ATTACK ON STRYKER'S ISLAND","INSURGENT FORCES HAVE NEW META-HUMAN ALLIES". Once the smokes gone, Billy checks on them to see the fallen Lex and Superman confronting his now 'betrayal' friend. Insurgent Momo, Insurgent Hanta, and Kyoka could only watch helplessly. Knowing Lex, he wouldn't want the kids to take risk and die.

"I trusted you. You betrayed me."

"Who... betrayed... whom?"

This makes Regime Superman to pull him out of the armor and holds him by his throat.

"I gave you peace!"

"Your peace... Your peace is a joke..."

This enrages him as he strangles his former best friend to death. As he lets him go once he is dead, he hears many of the civilians' doubts as this were recorded live for killing Insurgent Lex Luthor in the Hall of Justice. This makes Superman hears many distrust voices which ultimately screams in anger and leaves, leaving Regime Shazam in shock for what he just witness and the consequences he has done. Insurgent Momo, Insurgent Hanta, Denki who got up, and Kyoka watched in shock, silence, fear, sadness, and disbelief. Kyoka walked over to the dead Insurgent Lex Luthor and knelt down, placing a hand on his head and closing his eyes as she grieve for him. Insurgent Momo began to cry as Insurgent Hanta comforts her while Denki stares with tears spilling to the ground. He turns and glares at Regime Shazam with hatred and anger.

"You really are a bad guy..."

Regime Shazam was shocked by those words and couldn't believe what he was called for the first time. He said nothing and flew off, sparing the U.A. Students to grieve over Lex Luthor's death as Kyoka made a call to explain what happened.