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The All-Star Squadron and Infinity, Inc. must team up to defeat their greatest enemies of the present and a powerful force from the future!

The Ultra-Humanite has taken the Firebrand, Robotman, and Superman prisoner. The Ultra-Humanite has threatened to cripple the United States of America's war effort, if she is not paid two-hundred million dollars. The Ultra-Humanite has drawn the Brain Wave, the Mist, the Monocle, the Psycho-Pirate, the Rag Doll, and Vulcan, Son Of Fire, out of limbo, from forties years in the future, to aid in her schemes. A fact that does not sit well with the Ultra-Humanite's era appropriate allies, the Amazing Man, Cyclotron, and Death Bolt. Bickering leads to violence, as Death Bolt attacks Vulcan, Son Of Fire. The Brain Wave subdues Death Bolt, only to be threatened by Cyclotron.

The Ultra-Humanite quells the conflict, then redirects the assembled villains aggression towards the All-Star Squadron. Brain Wave, Junior leads six members of the All-Star Squadron to the Ultra-Humanite's secret lair, inside Mount St Helens. At super-human speed, the Flash, and Johnny Quick, vibrate the team into intangibility, allowing them to penetrate the dormant volcano. The Psycho-Pirate, and the Rag Doll, confront the All-Star Squadron. The Flash, and Johnny Quick, charge the Psycho-Pirate, and the Rag Doll. The Flash, and Johnny Quick, collide with one another, when the villains are revealed to be thought illusions, cast by the Brain Wave.

All Hell breaks loose, as the villains rush to attack the All-Star Squadron. The Amazing Man reveals to Robin, the Boy Wonder, that he is just pretending to side with the villains. Unfortunately, the Rag Doll knocks Robin, the Boy Wonder, unconscious, before he can do anything with that information. The Wildcat takes down both Cyclotron, and the Psycho-Pirate.The Guardian discovers that his shield is impervious to the powers of Death Bolt, and Vulcan, Son Of Fire. Brain Wave, Junior battles his father, the Brain Wave. The Phantom Lady is defeated by the Mist. The Monocle collapses the cavern wall down upon the Guardian, and the Wildcat.

The Brain Wave reveals that he has defeated his son. The Brain Wave combines psychic energy with the Ultra-Humanite's Powerstrone, and projects the six heroes into limbo. The Ultra-Humanite's minions, the Sub-Men, bring Doctor Charles Grayson to the Ultra-Humanite. The Ultra-Humanite intends to have Grayson transplant the Ultra-Humanite's brain into Robotman's body. The Ultra-Humanite packs up her headquarters. The Ultra-Humanite orders Death Bolt, and Vulcan, Son Of Fire, to incinerate the loathsome Sub-Men. The Ultra-Humanite, and her super-villain allies, depart Mount St. Helens. The Brain Wave regains consciousness, just as six members of the All-Star Squadron materialize in the cavern.

The Brain Wave flees, rather than chance being discovered. The Atom discovers a message, left by the Amazing Man, revealing the Ultra-Humanite's next plan of attack. Infinity, Incorporated confront the All-Star Squadron. After revealing that they were mind controlled pawns of the Ultra-Humanite, Infinity, Incorporated team-up with the All-Star Squadron, to thwart the Ultra-Humanite's scheme. The Amazing Man, Cyclotron, Death Bolt, and the Ultra-Humanite, storm a New York City hospital. The Ultra-Humanite threatens to murder several doctors if Grayson doesn't perform the brain transplant. Unable to stand by any longer, the Amazing Man throws down the gauntlet.

The Amazing Man manages to defeat Death Bolt, before Cyclotron fells him. Cyclotron reveals to the Firebrand why he is loyal to the Ultra-Humanite. The Ultra-Humanite is holding Cyclotron's infant daughter hostage. The Monocle, and the Rag Doll, storm the Supreme Court building. Just before the Monocle can vaporize the Supreme Court justices, the Silver Scarab blocks his shot. Liberty Belle beats the Rag Doll into unconsciousness. The Silver Scarab teams with the Tarantula to defeat the Monocle. The Mist, and the Psycho-Pirate, storm Congress. The Psycho-Pirate instills terror in the senators.

The Green Lantern, and Jade, combine their powers to keep the panicked senators from injuring one another. Obsidian beats the Mist into unconsciousness. The Psycho-Pirate momentarily gains the upper hand, until Jade accidentally falls on him. The Green Lantern begins to suspect he has a connection to Jade, and Obsidian. The "Brain Wave", and Vulcan, Son Of Fire, storm the White House. The "Brain Wave" reveals that he is really Brain Wave, Junior. Vulcan, Son Of Fire strikes Brain Wave, Junior down. The Batman, Commander Steel, and Nuklon, storm the White House. Despite their best efforts, neither the Batman, Commander Steel, nor Nuklon, can stop Vulcan, Son Of Fire, from incinerating the President of the United States of America, Franklin Delano Roosevelt.

Commander Steel, and Nuklon, beat Vulcan, Son Of Fire, into unconsciousness. Brain Wave, Junior reveals that he cast an illusion of Roosevelt burning to death. Roosevelt is alive and well. Roosevelt explains why the Justice Battalion of America have been sidelined during this crisis. Commander Steel reflects on Doctor Fate's quest to locate the missing Spectre. With the Amazing Man, the Firebrand, and Superman is restraints, Grayson is forced to perform the brain transplant. The Atom, the Fury, and Northwind, storm the operating theater. The Atom attacks Cyclotron. Cyclotron quickly defeats the Atom, leaving his unconscious body glowing with radiation.

The Ultra-Humanite fells Northwind. The Fury's battle with Death Bolt inadvertently frees the Firebrand. Grayson attacks the Ultra-Humanite, but is easily struck down. The Firebrand quickly releases Superman. The Firebrand covers Superman, until he can get away long enough for his powers to return. The Ultra-Humanite throws Grayson into the Firebrand. The Ultra-Humanite pursues Superman. The Ultra-Humanite throws Superman off the roof of the hospital. The Green Lantern, and Jade, combine their power to catch Superman. The All-Star Squadron confronts the Ultra-Humanite. Cyclotron suddenly bursts forward and lunges for the Ultra-Humanite.

Flying high into the air, Cyclotron explodes, seemingly killing both himself, and the Ultra-Humanite. The Green Lantern, and Jade, combine their powers to contain the radioactive fallout. Infinity, Incorporated begin feeling incredible pain. The Green Lantern, and Jade, combine their power to send Infinity, Incorporated back to their proper era. As Infinity, Incorporated fade away, the Flash, the Guardian, Johnny Quick the Phantom Lady, Robin, the Boy Wonder, and the Wildcat reappear. The Atom, and the Firebrand, take over guardianship of Cyclotron's daughter.

Note-- This issue also contain the cover of All-Star Comics #3, as illustrated by Jerry Ordway. This issue also reprints the third page of All-Star Comics #11, the first post-Pearl Harbor issue of the series.

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