The city is being turned into ruins, the Daxomite ships are attacking the people as they send troops to the ground to attack the people and there is no sign of them stopping.

The people are fighting back but not many have the power against their weaponry.

"People of Earth, do not be afraid." Rhea says as she appears on a hologram over the city. "We have crossed a sea of stars in order to bring you a new way. A better way. I will be your queen, and you will be my subjects. Obey our orders, and we will protect you. Do not resist."

Peter is flying through the city as fast as he can and is using his metallic arms to fight off multiple foes at once from the ground.

-

At the DEO, the soldiers start appearing and Alex orders them to evacuate.

As she does that, G.W.E.N. used the lockdown procedures to keep as many of them down as she could as Alex leaps off the balcony for Kara to catch her.

"Welcome to New Daxam." Rhea finishes as the team all come together at the alien bar.

"I wanna punch that woman in her jaw and wear her teeth as a necklace." Peter states and everyone looks at him either confused or disgusted. "I don't mean literally, I'm just saying."

"He's not wrong." J'onn says as Winn and James joins them.

"It's a war zone out there. The Daxomite troops are beaming down from everywhere, setting up checkpoints, arresting resisters. Like you're instituting their own martial law." James informs them on the condition of the city.

"And not to mention the whole Independence Day going on with the mothership hovering over the city." Winn adds.

"Well, G.W.E.N. is holding down the DEO as strong as she can and is protecting the weaponry we have there. So we don't need to worry about anything for there." Peter assures them.

"I called Perry White, Clark is not at the Planet or the Fortress of Solitude. I don't know where he could be." Kara tells them.

"Maybe he's already out there fighting in the streets." Alex guesses.

"If he is, I didn't see him." Maggie says and Alex runs to see, happy that she's okay.

"Does anyone have a plan?" Peter asks.

"Well, without direct access to the DEO mainframe, we're flying blind. And there's about a million soldiers combing the streets. We don't really have anything." Winn says.

"Maybe I can be of service." A voice says and they all look to see Lillian Luther and Otto Octavius as they quickly raise their weapons at them. "What? Not happy to see me?"

"There are a hundred people I'd rather see than the two of you." Peter states. "I was hoping you burned in that warehouse." He tells Otto.

"Almost." Otto says and lifts his shirt to show his entire chest as been turned into mechanical parts like Metallo.

"You people are so predictable." Lillian replies.

"Hands above your heads." Alex tells them.

"Which ones?" Otto asks, rising his metallic arms.

"You made a mistake coming here." Kara tells them.

"We find it as distasteful as you do, Supergirl, but we need your help." Lillian admits. "And you need mine."

"Where's my father?" Alex asks.

"I don't know." Lillian answers honestly.

"All right, what do you want?" J'onn asks and they all lower their weapons.

"To take down our common enemy. Everything I warned against has come to pass." Lillian mocks to them. "The alien invaders have come to deadly our way of life and claim our planet, just as I said they would."

"Except you wanted to throw aliens off of earth, not protect us from invaders." Peter reminds her.

"We're going to save the city, but we're not working with you and metal hands over here." Maggie says gesturing to Otto.

"Don't let your pride get in the way of your objective. That ship is armed with Kryptonite cannons. You have no trans at portal, and the Daxamites have upgraded their shields." Lillian lists what they're up against. "I need your help to get onto that ship."

"Even if we wanted to, like you said, there's no way onboard." Alex states.

"You so sure about that?" Lillian asks.

"What are you talking about?" Peter asks of her.

"I'm asking you to work with me. We find Lena and Mon-El. Together, we can save them." Lillian says.

"You've said what you wanted to, now leave." J'onn tells her and she does exactly that but stops near the heroes.

"I understand why the two of you don't trust me. But whatever happened in our past, I'm asking you to leave it there. The love I feel for my daughter is real. Please help me save her." Lillian begs of them.

"Get out of here." Peter tells her and she hands him a card.

"Call me if you change your mind." Lillian says and the two of them leave.

Maggie and James leave to hit the streets when a message appears on everyone's screens.

"Rhea, Queen Of Daxam, my name is President Olivia Marsdin." The President tells her.

"You represent planet Warth?" Rhea asks back.

"I represent the United States, but today I speak for all humanity when I demand that you abandon your siege of National City."

"Well, I'd be happy to move my invasion force to Washington D.C., if you prefer." Rhea tells her.

"Oh, I'm not in Washington. I'm heading straight for you." Olivia states.

"Every time I think I can't be happier I voted for that woman..." Kara says as everyone watches the broadcast.

"National City is mine, and you should be thankful that that is all I'm currently taking from you." Rhea tells Olivia.

"The militaries of Earth will unite against you." Olivia informs her.

"I am not afraid of your trembling little militaries." Rhea states.

"Stand down." Olivaia commnds.

"Stand down? I think you are confusing this situation with one in which you have any sort of negotiation leverage."

"This is not a negotiation, this is a demand." Olivia tells her.

"You speak like that to me again and you will feel the consequences." Rhea warns her.

"On, my god, enough." The voice of Cat Grant appears from the president's side. "All right, ladies. Ladies, if I wanted to listen to this adolescent macho-posturing, I would have stayed in DC." She states to them.

"Ms. Grant?" Kara asks, seeing her.

"Is this really who you want to be? Testosterone driven windbags, boasting about your big guns?" Cat asks the President and Rhea. "Surely we don't need to measure anything. We're women. We're tough, we're wise, and we're way above this pettiness. So let's just roll up our sleeves and talk peace."

"I'm sorry, who are you?" Rhea asks her.

"I'm Cat Grant. Known on earth as Queen of All Media." Cat informs Rhea.

"Oh, well, Cat Grant, I'm Rhea, and Earth now has a new Queen." Rhea informs her.

"Oh, well, let me give you just a little bit of friendly advice, Rhea. That tiara that you have on the top of your head, it's overkill. Real royals, they don't need to try that hard. The thing is, is that I have brokered peace between Kanye and Taylor Swift, so I think mediating peace between our two worlds should be a piece of cake. And the future is female, we're all read the t-shirts. So we are three strong, formidable women and we can do anything we want. So let's just talk it out and come up with a harmonious solution, shall we?" Cat asks of her.

"Wow, your boss is brave." Peter complimented when his senses go off. "And...that's bad." He says as he knows what's about to happen and the two heroes race out the doors to save them.

"As I said before, I am queen now. I don't confab, I command. This conversation is over." Rhea says has shuts down the message.

The mothership shoots at Air Force One and destroys their exports before blowing a hole in the side of the plane.

Cat and the President hold on as the plane goes down but Cat gets thrown out of the plane as Peter catches her as Kara flies in and saves the President only to learn something about her.

President Olivia is an alien.

-

The four of them returned to the alien bar where they were filled in on what's happening and that she was an alien.

"Spider-Man, Supergirl, I understand the whole setting up the rebel headquarters in a dive bar. It's very French resistance. But what are all these monitors and these satellites and these...handsome, armed men in black?" Cat asks looking around.

"Well, Ms. Grant, we work for an clandestine government organization called the DEO." Kara tells her.

"Devoted to protect the planet from extraterrestrial threats." Peter adds on.

"Well, you do a bang up job." Cat says sarcastically.

"Ms. Grant, how did you get on Air Force One?" Winn asks, curious.

"It was just kismet that I happened to be in DC with the Dalai Lama when the Daxamites invaded and I just hitched a ride with Olivia." Cat explains to him before leaving to take a phone call and they look to Olivia, ready for some answers from her.

"I was born on this beautiful planet, Durla. And when the invaders came, we hoped for the best and we did nothing. Within a year, they had enslaved my people. I was one of the few to escape." Olivia explains to them.

"That explains why you were so supportive on alien refugees." J'onn now sees.

"Yes. I would appreciate it if you would all...keep my secret." Olivia asks of them.

"Your secrets safe with us." Alex assures her.

"Now for the plan." Olivia starts getting to why she's here. "J'onn, I need you and your team to break into the DEO and access the positron cannon that is mounted to the roof."

"We have a positron cannon?" Winn asks and looks to Peter. "Did you know we have a vaporize-Anything-it-shoots positron cannon?" He asks Peter.

"Who do you think help salvage it?" Peter questions him.

"You are to fire on and destroy the Daxamite supership." Olivia tells them.

"There are civilians on that ship. We have two friends up there." Kara informs her.

"The Daxamites shot down Air Force One. Make no mistake, they have the intent to destroy us. The terrible lessons I learned on Durla will not be repeated. Destroy those ships. That's an order." Olivia tells them.

Alex gets the President back to DC while being escorted by J'onn as they're trying to find a way of following the President's orders and that's when Peter thinks about the card that Lillian gave him comes back into his mind and he has a bad idea, but it's an idea nonetheless.

-

Peter and Kara flies out and they find Lillian, Cyborg Hank and Otto.

"So how do we get onto the ship?" Kara asks Lillian and they all go back to the bar. "You have a plan, right?" She asks Lillian.

"When Henshaw was at the Fortress of Solitude..."

"Breaking in, stealing a deadly virus, using it to kill aliens." Peter reminds her.

"He discovered your cousin keeps a Phantom Zone projector among his Kryptonian artifacts." Otto informs them.

"I'm sorry, you mean a device that is used to beam prisoners instantaneously up to Fort Rozz?" Peter asks.

"I can repurpose it to beam us onboard the Daxamite spacecraft." Hank tells them.

"That's why we need your help. Give us access to the projector and we bring the two of you aboard." Lillian promises.

"We can carry that out without you." Alex states.

"Not quite. My cybernetic core has been enhanced. I can interface with the onboard Daxamite computer system. We'll pass through undetected." Hank explains to them.

"Not even G.W.E.N. can do that, she couldn't even shut down the portal." Peter adds on, seeing that would be helpful.

"And when we're on board, Alex can wrestle back control of the positron cannon at the DEO." Kara continues.

"G.W.E.N.'s got the fort held up pretty well. She can help you get to it." Peter tells Alex.

"It'll be a tight squeeze to find Lena and Mon-El before she fires." Kara warns them.

"We're forgetting the biggest obstacle of all here, Rhea." Winn reminds them. "I mean, she took them for a reason. She's gonna be watching them. She's gonna need to be distracted if we're gonna go in there and rescue these guys."

"It's gonna have to be a big distraction." Alex agrees when Cat returns.

"I am the queen of distraction." Cat tells them.

"Ms. Grant, this could be dangerous." Kara warns her.

"No, this will be dangerous. But if it's dangerous for all of you, why shouldn't it be dangerous for me?" Cat asks them. "But I'll need Windslow."

"Me? Really?" Winn asks.

"Well, I'm not taking the robot or four arms." Cat states looking to Hank and Otto.

"The Daxamites are powerful, but they're susceptible to lead. A well placed bullet will take them down." Lillian informs them all and they start to leave but Peter quickly placed a device onto Hank for when the betrayal inevitably comes.

-

The team are all at the Fortress of Solitude ready to go.

"What happens if this doesn't work?" Peter asks.

"Then we'll all spend a lot of time getting to know one another in the Phantom Zone." Lillian tells him.

Hank activates the machine and the portal opens for them.

"It's ready." Otto tells them as they're transported into the Daxamite mothership and Kara punches the guard.

"Look at that, Otto. You actually did something right." Peter mocks the man.

"Don't act so surprised. You got to witness true genius, Spider-Man." Otto mocks back as they make their way through the halls.

"Good evening, National City." Cat Grant's voice is heard through the halls and that means her distraction is on. "Yes, I've been away for a while but I'm back. Now, I can imagine that you're feeling afraid, and feeling like your world is spinning out of control. But, believe me, you have power. And right now, you have a job to do. Resist. Resist these invaders with everything you've got. They come with empty promises and closed fists. They promise to make our world great again, and yet they know nothing about the people who make it great. They think they can con us. And if that doesn't work, what? They're going to beat us into submission? They have no idea who they're up against. Aliens and humans, we need to band together and we need to stand up and fight back. Everyone needs to be a superhero. Everyone needs to get up and say, 'not in my house.' Let's prove to these thugs that we are strong and we're united, and we are not going to be conquered. And, Tiara Woman, if you and your little minions happen to be listening, you have come to the wrong town. Yeah. I'm Cat Grant. Not going anywhere."

Peter uses his repulsers and blasts the two guards on opposite sides of the halls as one comes straight at him and he uses his chest piece to blast him away.

"It's sad when you know they're trying." Peter comments and Hank starts activating the database exactly like R2-D2 from Star Wars.

"There's only one other human heat signature on this ship." Hank tells them. "I can lead us."

"And I can punch." Kara says as he starts leading them to the two prisoners.

Mon-El and Lena were running through the halls.

"Well, that was easy." Peter comments as they found them.

"Hey, guys." Mon-El greets.

"Sup, Small Fry?" Peter asks as Lillian and Lena reunite and they start making their way to the transporter.

Once they made it there, Lillian took Otto, Lena and Hank before shutting it down from their end.

"Lillian left us to die." Kara realizes.

"Well, it's a good thing I did this." Peter says and shows he has a remote at the ready. "G.W.E.N. knew this was a bad idea, especially with my number one enemy and Skirt's number one enemy. So I am able to beam us back."

"Nice planning." Kara complimented.

"Let's go home." Mon-El tells them.

Peter gets ready to do so, but something inside of him is stopping him from leaving.

"I'm not going with you guys." Peter tells them. "If the positron cannon is going to fire, you guys will die. If Rhea's smart, she will see all she can do is surrender. I kinda don't want to, but there's the prince side of me that's rising up telling me it's right." He explains before he activate the device and beams the two of them down before they could argue.

"After this, I'm gonna kill that prince inside of me for this stupid idea." Peter tells himself as he makes his way to the main room where Rhea is looking out the window.

"It's over, Rhea." Peter states to her with his repulser aimed at her back. "I came back to give you one last chance to surrender and leave my planet."

"How generous of you." Rhea sarcastically says as she faces him.

"Whatever hatred Daxam and Krypton have with one another, I'm not to blame. I mean, up until last year, I couldn't figure out if I was human or Kryptonian only discover I was a hybrid. But I know that all of your people don't deserve to die just because you want a new planet to rule, to worship you. But I promise you this; this is MY home. And I will protect it with my life. In a few minutes, you and everyone aboard this ship will die and I know you don't want that. Leave Earth now, while you still can." Peter asks of her.

"Touching speech, Spider-Man. Sadly, wasted on the wrong audience." Rhea tells him. "When my own husband opposed me, I killed him. You really think you can tug at my heartstrings?" She asks of him and Peter's shocked to hear that.

"Well, I can't say I tried. I was kinda hoping you'd say that." Peter says as he raises his lead missiles from his shoulders. "Bye-bye."

Yet before he could fire the missiles, his senses alert him as he turns and gets smacked across the room and looks to see...

"Superman?"