Meanwhile, Nova awakens to find himself facing the shadowy mastermind behind his capture. The mysterious man explains Nova's predicament to him. The Human Rocket has been placed in a sealed room with liquid nitrogen pipes above him and flammable gas jets below him. The slightest movement will disturb a photo-electric cell and activate the deathtrap. Nova will be frozen and incinerated instantly.

In another part of town, Rich Rider's father, Charles Rider, finds that he has been turned down for a loan by his bank. As he angrily leaves, Charles is approached by the security guard. The guard tells Mr. Rider that he knows an organization willing to loan him the money he needs. Charles is given a card with the name 'The Inner Circle' on it. He is told to go to the address on the card to meet them. For the sake of his family, Mr. Rider agrees.

Elsewhere, Nova has concluded his alien costume should outlast the villain's machine. Forcing the machine to activate, he is instantly engulfed by fire and ice! Nova begins to doubt his plan as he feels the heat and cold penetrate the costume! The Nova uniform only has a fifteen minute air supply and time starts to run out! With his last remaining strength, Nova shatters his restraints and crashes through the booth's glass! Barely able to stand, Nova is attacked by the mysterious villain's henchmen. The Human Rocket is knocked into a power generator which he uses to shock his attackers. The henchmen attempt to stab Nova and watch their knives shatter on his skin! With full fury, Nova knocks his attackers across the room into unconsciousness.

Back at Harry S. Truman High School, the Sandman blasts his way through the wall and grabs Mike Burley. Suddenly, Mike's classmates begin to attack the super-villain! Rich's friend, Roger "Caps" Cooper, jumps on the Sandman only to be knocked aside. As the Sandman attempts to leave with his captive, Nova bursts on the scene!

Even in his weakened state, Nova begins a tremendous battle with his foe! The two trade fierce punches with Nova smashing through every form of sand weapon thrown at him! The Sandman finally is able to knock Nova through the school's outer wall into a construction zone. The Sandman savagely continues his attack on Nova. Finally, the super-villain throws himself at the Human Rocket and they both fall off the building. As they fall, the Sandman turns into a solid block with the intent of crushing Nova when they hit the ground! With his last remaining strength, Nova is able to fly from under the sand block to safety. The Sandman continues towards the ground when he realizes he is headed for a cement mixer. With his foe inside the mixer, Nova slams it shut and activates it. Within a few minutes, the super-hero pulls an immobile cement-hardened Sandman from the mixer! He turns him over to the police and heads home.

Later that evening, Mike Burley receives a call from Karl Von Horstbaden. It is revealed that Von Horstbaden's shackled prisoner is Mike Burley's brother! Mike is told to follow Von Horstbaden's instructions or his brother will die.