Metropolis is at peace. Lois researches the history of the city with the help of Steve Trevor-son. They discover information about the three founders of Metropolis, Jon Kent, Lutor and Paula von Gunther, who crossed the "black sea" after the "time of smoke and soot" to create the city. Trevor-son, meanwhile, is in thrall to the exotic dancer Diana, known as the "Blue Amazon", who appears at Dr. Psykho's Palace of Sin, the last remnant of Lutor's criminal empire. Psykho exploits the amnesiac Diana, who was given to him by Lutor, but cannot divine her origins. When Trevor-son tries to free her, he is taken prisoner. Meanwhile, a creature, the Cheetah, has come to Metropolis looking for Diana. After a brief encounter with the Nosferatu, the Cheetah locates Diana. Psykho uses his mental power to learn the truth. Metropolis is on a terraformed Mars, where the survivors of Mankind, led by Jon Kent, Lutor and Paula Von Gunther, resettled after Earth was wrecked by pollution. Biologist Paula von Gunther later left the others and created her own artificial, flying city, known as "Heaven", where she used her knowledge of genetics and the genes of the Earth animals she saved, to create her own race of beast-like Amazons. Diana is her perfect clone. Later, needing new gene stock, Paula sent Diana to Metropolis below, where she was captured and had her memories erased by Lutor. In Heaven, the Cheetah led a rebellion and killed Paula. But now, she, too, needs Diana in order to save the Amazons. Psykho makes a deal with the Cheetah: he will give her Diana if she kills the Super-Man. The Cheetah leads her Amazons in a battle royale against the Super-Man, who is then assisted by the Nosferatu and the inmates from the Asylum. When Psykho tries to kill Trevor-Son, Diana's love is enough to restore her memories. She becomes the Wonder Woman, challenges the Cheetah to a duel and wins. Peace is restored to Metropolis; the three "worlds", above and below the city, are reunited; the truth about the past has at last been learned.