April 9, 2010
A recap of the first part is shown, followed by B'wana Beast's origin story.
Starro may be defeated, but the Faceless Hunter is not. The alien warrior manipulates B'wana Beast, forcing him to combine the tiny Starros into one massive beast he plans to use to destroy Earth. But Batman has his own back-up plan, in the form of the Metal Men to rescue him.
- Heroes who helped fight Starro: Green Arrow, Blue Beetle, Fire, Plastic Man, Atom, Aquaman, the Green Lantern Corps (Ch'p, Galius Zed, Guy Gardner, Hal Jordan, Hirunan, Honnu, Katma Tui, Kilowog, Palaqua, Spol and Tomar-Re), Wildcat, Black Lightning, Metamorpho, Elongated Man, Bronze Tiger, Jay Garrick, Black Canary, Huntress, Booster Gold, Mr. Miracle, Big Barda, Hawk and Dove, OMAC, Captain Marvel, Metal Men, Firestorm and Vixen
- Diedrich Bader as Batman/Killowog
- Tom Everett Scott as Booster Gold
- Billy West as Skeets
- Jeff Bennett as Captain Marvel
- Kevin Michael Richardson as B'Wana Beast/Narrator
- Lex Lang as Gold
- Corey Burton as Dr. Milton William Magnus/Dr. Mid-NIte
- John DiMaggio as Aquaman/Faceless Hunter