While a stealthy trio of Legionnaires nearly captures Zaryan, Brainiac 5 takes the founders to Superboy's Smallville for his own secret purposes.; The Atom evades the Colony army long enough to find his uncle, who explains the history of the Colony, an organization dedicated to the preservation of humankind. Uncle David takes Ray into the microscopic world he has created as a safe house for civilization, but they are followed by fighters from the Colony.