Brainiac 2.5 crashes to Earth and begins to feed off the energy of Metropolis, upgrading to Brainiac 13, which Superman must defeat in order to save the city and the world, while also figuring out what Lex Luthor is up to.

The Man of Steel battles his enemies, who are bent on destroying him and planning to take over the planet and its inhabitants, and finds himself falling in love with Lois Lane.