|Season 1, Episode 4|
|Air date||November 18, 2006|
|Written by||John Esposito|
|Directed by||Ben Jones|
During a cosmic storm, the team takes refuge in a creepy, derelict space station. On board, one-by-one, each Legionnaire faces his or her deepest fear—and then disappears.
- Boris (Hologram)
- Captain Howdy Hologram)
- Coluans (Hologram)
- Lightning Beasts of Korbal (Hologram)
- Martha Kent (Hologram)
- Professor Planarus (Hologram)
- Quavermass 12
- Colu (Hologram)
- Winath (Hologram)
- Korbal (Hologram)
- Titan (Hologram)
- Saturn (Hologram)
Five Legionnaires - Superman, Brainiac 5, Bouncing Boy, Lightning Lad, and Saturn Girl are watching an old space/horrors on the Legion Cruiser. Brainy doesn't see the logic in watching a gory movie. A cosmic storm disrupts the movie, and the team races to the bridge to find it's a Category 13 storm. A space station of sorts seems to be caught in the eye of the storm, a type that Brainy only recalls from the history files. Saturn Girl thinks she hears voices from the station, but Brainy can't find evidence of life forms. Superman suggests they go investigate, but Bouncing Boy compares their situation to a horror movie. Transferring to the space station via a docking bridge, the Legionnaires are scanned prior to entering - Brainy says it was common for ships of that era. A six-eyed creature dressed as a butler approaches: "Welcome to our humble abode, the Master's been expecting you!" The butler walks them down a hallway and informs them that the Master would be delighted to have them for dinner, which Bouncing Boy interprets to mean that they're the main course. Brainy theorizes that the electromagnetic storm interfered with the Cruiser's sensors, that's why they didn't register any life forms. Saturn Girl doesn't hear anyone telepathically. As the team walks with the butler, they see images of various creatures on the walls, and the butler informs them that the Master is a collector. While serving dinner, the butler, whose name is Boris, whispers to Bouncing Boy to get out while he can, but is dismissed before he can say anything else. Their host introduces himself as Professor Planarus. He has heard of the Legion, and tells them that this space station - Quavermass 12, named for its creator - has been an intergalactic rest stop for centuries, where travellers can take refuge from the storms. The Legionnaires dig into their meals, which have been specially prepared for them. Unfortunately Bouncing Boy gets a soup dish full of eyeballs, and Boris whispers that he's doomed as he takes the bowl back to the kitchen. Planarus informs them the docking bridge is out and the Legionnaires will have to spend the night, so they retire to their rooms (Bouncing Boy gets the last one on the left, where no one can hear him, no matter how loudly he cries out, according to Boris). Bouncing Boy gets a phone call with a heavy breather, and stumbles into a door which opens. He finds a cat named Whiskers. The cat runs off and Bouncing Boy goes after it, going through doors that close behind him and ending up in a swamp, and he sees other situations which remind him of other horror movies. He finds himself on the ship from the beginning of the episode, menaced by an Alien. Saturn Girl is jolted awake by his telepathic screams and gathers the other Legionnaires to rescue him. They're too late - they save him from the creature, but he is pulled into a strange vortex and disappears.
The Legion can find no trace of Bouncing Boy, or their hosts. Walls suddenly close off around them, forcing them down a stairwell which opens up beneath them. They find Bouncing Boy, but it appears to be just a painting of him screaming. Brainy thinks that there's more to Quavermass 12 than just a space station. The area turns into Lightning Lad's bedroom, suggesting he's the next target. Superman and Brainy want to get back to the Cruiser where they'll have more firepower, but the station repairs the damage caused by Superman's heat vision. The station's defence mechanisms come on line and trap the Legionnaires. Lightning Lad sees a toy clown that he used to be afraid of, Captain Howdy, who talks to him. The doll turns into a giant monster, the combination of both causes Lightning Lad to cry out in fear. The vortex takes him too. The remaining Legionnaires realize that the ship is creating that which they fear most, and race off to find their colleagues. Saturn Girl disappears, only to reappear aboard the Titan Terror, a huge roller coaster. Brainy appears as a hologram projected by her flight ring, telling her that it's only a simulation, but she doesn't hear. She screams in terror and she too is pulled into the vortex. Superman wonders how they're going to fight this, and Brainy replies that it feeds off fear, so they just need to not be afraid of anything. Brainy gives Superman a chip to hold on to in case something happens to him. He tells Superman he needs to fight his own demons, or else he'll end up like the other Legionnaires, as paintings. It's Brainy's turn next. He sees Coluans, his people. They order him to return with them.
The Coluans tell Brainy that he isn't human and never will be. Defiantly, he tells the robots that they're not real, just part of Quavermass 12's attempt to determine what scares him. They fire their blasters at Brainy, whose force field deflects the shots, but sends him flying backwards. The robots join to form once huge robot, and immobilize Superman. The Coluan tries to re-assimilate Brainy, but is repelled. In his own giant form, Brainy and the Coluan fight, but the damage wrecks the holographic projector and the true core of Quavermass 12 is exposed. Brainy interfaces with the computer and uploads a virus to it - himself.
He disappears as Superman finally frees himself, but reappears as a transparent hologram. He has communicated with the central processor, and found that the ship uses fear as an energy source, holding its victims in a state of perpetual terror. He tells Superman that he must shut down the chips to free everyone else, even though it could cost Brainy's life. Brainy vanishes and Prof. Planarus appears and tells Superman to join his friends. Rejecting him, Superman finds the entrance to the core, but before he can shut it down, he faces his own fears. Ma Kent appears in a vision, telling him to stop or he'll kill his friend, but Superman says she's not real and apologizes to Brainy before destroying the core. As it shuts down, the other Legionnaires (as well as everyone else trapped in the paintings) are freed. They find Superman cradling the body of Brainiac 5, who he thinks is dead, but the Legionnaires casually tell him that he always makes a backup disk of himself just in case. As they reboot Brainy - he doesn't remember the outcome of the adventure - they note that the storm has passed and transports are arriving to pick up the other stranded people. On the way home, Superman asks Brainy why he didn't tell him that the chip was a backup disc, and Brainy replies that it was the only way to get Superman to face his own fears. Superman admits he's afraid of losing the people he cares for. Brainy invites him back to the lounge to watch an ancient classic called "reality television", and Superman puts down the picture of his family - him as a baby, with his parents.