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Ultra continues the assault on the All-Star Squadron and is determined to locate something buried deep within Earth.

To the horror of the Green Lantern, Liberty Belle, and Superman, the Ultra-Humanite has taken possession of the Power Stone. Superman is powerless to prevent the Ultra-Humanite from becoming one with the Power Stone. The Ultra-Humanite mercilessly batters Superman. The Green Lantern proves resistant to the Power Stone. Deathbolt ambushes the Green Lantern. Deathbolt, and the Ultra-Humanite, combine their power to burn through the Green Lantern's defenses. Liberty Belle receives a surge of power, and frees herself from the grip of the Creepy Crawlies. Deathbolt subdues Liberty Belle.

The Ultra-Humanite imprisons the Green Lantern, Liberty Belle, and Superman within a force field. The Ultra-Humanite tells his tale. After two encounters with Superman, the second of which supposedly left the Ultra-Humanite dead, the Ultra-Humanite's brain was transferred into the body of an actress, Delores Winter. The Ultra-Humanite abducted a physicist, Terrence Curtis, and tortured him until he revealed the secret of splitting the atom. Superman thwarted the Ultra-Humanite's scheme, and tracked the Ultra-Humainte back to his hidden lair, inside a dormant volcano.

The Ultra-Humanite activated the volcano, but was thwarted by Superman. Superman, again, thought the Ultra-Humanite had perished, when he fell into the volcano. In reality, the Ultra-Humanite leapt into a digging machine, and tunneled to safety. Deep in the Earth, the Ultra-Humanite discovered, and enslaved, a race of subterranean creatures. The Ultra-Humanite threatens to turn Liberty Belle over to the Creepy Crawlies. At the Perisphere, Commander Steel, and Robotman, reprogram Elektro, the Robot.

Johnny Quick needles the Tarantula. The two heroes nearly come to blows. The Tarantula departs, suggesting that Johnny Quick do the same. Johnny Quick discovers that if he moves fast enough he can virtually fly. The Firebrand departs Mercy Hospital, having learned that the last of the Creepy Crawlies taken captive have died. Lost in reflection, the Firebrand is enveloped in a subconsciously generated flaming aura. Johnny Quick pulls the Firebrand out her reverie. The Firebrand reveals that the Justice Society of America are in a meeting, in Washington, D.C.

The Firebrand recounts her encounter with Cyclotron. On the verge of exhaustion, the Firebrand returns home, with Johnny Quick. The two heroes get some much needed rest. Johnny Quick's slumber is disturbed by Cyclotron, who comes knocking at the window. Cyclotron storms the Firebrand's apartment. Cyclotron fells Johnny Quick, accidentally injuring the Firebrand. Cyclotron passionately kisses the Firebrand, as she loses consciousness. Cyclotron abducts the Firebrand. By the time Johnny Quick recovers, Cyclotron is long gone.

The Ultra-Humanite reveals Deathbolt's origin. The Ultra-Humanite outfitted the digger with a device that would allow it to teleport from one volcano to another. In Arizona, the Ultra-Humanite bore witness to an aerial police chase. The felon's plane was downed in a lightning storm, and crashed. The Ultra-Humanite experimented on the man, a murderer named Jake Simmons, turning him into a living battery of electrical energy. Cyclotron enters the Secret Citadel. Cyclotron reveals himself to be Curtis. A former lover of the Firebrand's, Curits offers to exchange the Hammer of Thor for the Ultra-Humanite's promise not to harm the Firebrand.

The Ultra-Humanite complies. The Ultra-Humanite reveals the Hammer of Thor's history. The Hawkman first encountered the Hammer of Thor when it was in the possession of the Fire Ghosts, a gang of thugs in asbestos costumes. The Hammer of Thor was lost in that encounter. The Ultra-Humanite hired Fairy Tales Fenton to recover the Hammer of Thor, little realizing that the power of the Hammer of Thor would transform Fenton into the Villain From Valhalla. As the Villain From Valhalla, Fenton attempted to exact revenge on the Sandman, but mistakenly attacked the Tarantula, who wore a similar costume.

The defeat of the Villain from Valhalla, at the hands of the All-Star Squadron, compromised the Ultra-Humanite's scheme, until the Hammer of Thor was recovered by Cyclotron. Commander Steel, Johnny Quick, and Robotman, storm the Secret Citadel, but the Ultra-Humanite is ready for them. Though Johnny Quick gets in the first punch, on Deathbolt, he is quickly felled by the Ultra-Humanite. Commander Steel gets in one good shot, on Cyclotron, before he is felled by Deathbolt. Robotman assaults the trio of villains, only to be hurled into a chasm by the Ultra-Humanite.

At the last moment, the Ultra-Humanite reconsiders his action, and rescues Robotman. The Ultra-Humanite has decided to transfer his brain, from Delores Winter's body, into the body of Robotman. Deathbolt shocks the Green Lantern, and Liberty Belle, into unconsciousness. The trio of villains depart, taking the Firebrand, Robotman, and Superman with them. The Ultra-Humanite next sets his sights on acquiring the Helmet of Nabu.

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