Queen Bee forms a group intended as the antithesis of the Justice League to ambush members of the superhero team before they can realize this she's mostly successful, even capturing members Elongated Man and Red Tornado. However, Superman and Clark Kent (as the villains are off-planet on a space vessel, they're unaffected). This tactic inevitably, Superman follows the minions back to their headquarters and manages to enable his comrades to escape as he faces the villains by himself. A series of diodes on his head increased and stabilized Brainiac’s mental powers and allowed him to directly access computer banks. He continued to come into conflict with Superman, battling him with a combination of mental power and control of computers, even shrinking cities on one occasion like he did in his first incarnation. After losing access to Milton Fine’s body, Brainiac placed his mind in a new robot body called "Brainiac 2.5" and briefly sought to take Superman's body.