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Carol Simon first met Will Payton when they both worked at an ad agency under a terrible boss. Will hated this job which was his first out of college, but stayed there long enough to help pay his little sister's way through school. Two years after Will left the ad agency, Carol re-entered his life and offered him a job as head copywriter at her new ad agency "Simon Sez Advertising". Carol was forced to fire Will after his frequent absences lost her agency an important account, but later gave him a second chance. Will revealed his Starman identity to Carol shortly before dying at the hands of Eclipso.

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