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Siege of Starro, Part Two!
Season 2, Episode 14
Siege of Starro, Part Two!
Air date September 24, 2010
Written by Joseph Kuhr
Directed by Michael Goguen
Episode guide
Siege of Starro, Part One!
Requiem for a Scarlet Speedster!


  • Teaser: A recap of the first part is shown, followed by B'wana Beast's origin story.
  • Main Plot: 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.

Appearing in "Siege of Starro, Part Two!"

TEASER Featured Characters:



  • Africa

MAIN EPISODE Featured Characters:

Batman Supporting Characters:


Other Characters:





Two years ago, the wrestler who would become B'wana Beast battles a masked gorilla in a match but loses. Afterward, the man bathes in a pool filled with toxic wastes and discovers he has the ability to merge and control animals, as well as enhanced strength. After another match, the man defeats the masked gorilla and takes its headpiece, and emerges as... B'wana Beast.

Now, B'wana Beast is imprisoned aboard Faceless Hunter's spaceship in orbit above the earth, strapped into an energy-siphoning mechanism. The alien informs the hero that he wants to release his ultimate power, He turns up the power and B'wana Beast screams in pain.

On Earth, the Green Lanterns take away the defeated Star Conqueror and remove the now-inert drones from the civilians and heroes. Aquaman and B'wana Beast have both gone missing, and Batman realizes the latter is aboard Faceless Hunter's ship. However, they have to wait to rescue him until they secure the planet. Meanwhile, Vixen looks anxiously to the sky above.

Aboard the spaceship, B'wana Beast reminds Faceless Hunter that the alien's world is free now that Starro has been defeated. Faceless Hunter explains that he was an outcast, and his bargain was for Starro to destroy his world. Now he plans to transform B'wana Beast into the most feared force in the universe by channeling his energy. B'wana Beast breaks free but is soon defeated and reimprisoned.

Captain Marvel finds Aquaman only to discover that he's still possessed. Batman tries to remove the drone but the possessed Aquaman throws him into the nearby harbor. The other heroes try to subdue Aquaman without success, but Batman recovers and tasers him unconscious.

Faceless Hunter claims B'wana Beast is unworthy of his gift, and tortures him into releasing it. Faceless Hunter prepares to use the power to hunt the planets.

Once Aquaman is freed, Batman says that it's time to rescue B'wana Beast. The heroes watch that all of the inert drones glow with energy and rise up into the sky. They come together and merge into one gigantic humanoid creature. Batman realizes that Faceless Hunter is using B'wana Beast's power as a weapon. Captain Marvel flies to attack the creature using his mystic lightning. This time, however, his lightning only energizes the creature, and it smashes the hero down with an energy eye-beam. The Starro-creature then smashes its hands together, using nearby radio towers as a giant tuning fork. Batman realizes it plans to set off enough towers to decimate the city

Aboard the spaceship, Faceless Hunter informs B'wana Beast that Earth will soon be shattered and added to his trophy. However, the hero is unable to free himself.

The heroes launch attack after attack on the Starro-creature, but it drains of them of their heroic energies and their life forces, leaving them withered husks. Batman realizes what it is doing and warns the others, only too late. It sets off another radio tower, and Skeets warns Batman and Booster Gold that it will soon decimate the Eastern seacoast. Booster Gold suggests that Firestorm attempt to overfeed it again, Firestorm tries but fails and is drained as well. Batman tells Booster Gold that he's needed.

Booster Gold and Skeets teleport to the lab of Doc Magnus, creator of the Metal Men. Batman figures that the Metal Men are immune to the power drain. However, when Booster Gold finds Doc Magnus, he discovers that he's been possessed by a Starro drone. The possessed Magnus informs Booster Gold that it has programmed the Metal Men to serve Starro and activates them. Skeets tries to get through to the robots as they attack.

The Starro-creature continues its advance, draining anyone that gets in its way... including Batman. However, Booster Gold arrives just in time with the reprogrammed Metal Men, Batman's energies are restored, but he warns Booster Gold that the only way to stop the creature for good is to find B'wana Beast. He summons the Batplane and flies into space.

Faceless Hunter continues to drain B'wana Beast's energies and detects Batman's approach. He opens fire on the Batplane, firing through a force shield that Batman is unable to penetrate with his missiles, which are trapped partway through the shield. A barrage of fire finally destroys the Batplane. However, Faceless Hunter that Batman hid himself in one of the missile nosecones. The hero emerges and boards the alien spaceship, only to discover that Faceless Hunter has detected him.

The Starro-creature fires a blast at the Metal Men, disabling the attack jet that they've formed and sending it crashing to the ground. The Metal Men reveal their last trick: merging into one giant humanoid robot, Alloy.

Despite his best efforts, Batman is stripped of his battle-armor and trapped in a force field. Faceless Hunter prepares to cut off his head and mount it among his Hall of Vanquished Heroes.

The Starro-creature finally defeats Alloy, twisting it into a metal tower and using it as its final tuning fork.

Batman manages to free himself from the force field, but Faceless Hunter subdues him once more and informs him he can counter any weapon he has. Batman reveals he's stolen one of Faceless Hunter's force field projectors and imprisons the alien. He then confirms that B'wana Beast can control the creature if he gets close enough, and flies the spaceship down. Despite the stress to his body, B'wana Beast makes the supreme effort.

On the planet below, the Starro-creature begins to fall apart and a recovered Alloy delivers the final blows, smashing it apart.

Screaming in agony, B'wana Beast tells Batman to tell Vixen that he loves her before disappearing in a flash of energy.

The heroes recover their energy while the Metal Men revert to their normal forms. Batman lands and Vixen realizes what's happened to her fiancé.

Later, B'wana Beast receives a memorial in the cemetery and the heroes gather to honor their fallen comrade.


  • Among Faceless Hunter's trophies are a Thanagarian hawkman, Superman's enemy Brainiac (in his Silver Age costume), a Apokolips parademon, and a partially disassembled Emerald Eye of Ekron.
  • When the creature sets off the towers, the sound effect is Hedorah's roar from "Godzilla vs Hedorah"