Ultra-Humanite

* Gorilla
* Sylvester
* Dolores

**Ultra-Humanite** was a character in The CW series, *Stargirl*.

He was a mysterious enemy, who performed brain transplants on both himself and his allies, using it to fool his enemies. Primarily using the appearance of actress **Dolores Winters** in the 1900s, Ultra-Humanite aligned himself with Shiro Ito who placed his brain in that of a gorilla to avoid the Golden Age JSA. In modern times, Ultra-Humanite and Dr. Ito teamed up with former Injustice Society of America leader Jordan Mahkent. They transplanted his brain into JSA hero **Sylvester Pemberton** which became Ultra-Humanite's identity for nine months, as the team worked together to destroy the new Justice Society of America.

## Biography

The Ultra-Humanite was once a scientist who became an enemy of the JSA in its early years, using a variety of aliases to hide his identity. He became associated with Dragon King, who helped him escape the JSA by transplanting Ultra-Humanite's brain into the body of actress Dolores Winters. He assumed her identity completely, earning an award for her acting abilities. Three years later, the JSA discovered Ultra-Humanite's twisted identity fraud. Ultra-Humanite worked again with Dragon King to transfer his brain into a genetically enhanced albino gorilla. His new body gave him an advantage over the JSA and he remained one of their greatest foes.

At some point during his battles against the JSA, the Ultra-Humanite attempted to join the ISA, but the organization members refused his candidacy, which left the Ultra-Humanite embittered to the point that he despised the ISA as much as the JSA. Despite his disgust, Ultra-Humanite maintained good relations with ISA members Shiro Ito/Dragon King and Jordan Mahkent/Icicle.

Nine months before the Battle of Blue Valley, Ultra-Humanite made an alliance with surviving ISA members Icicle and Dragon King to destroy the new JSA, which was led by Starman's former sidekick Pat Dugan and his protégé Courtney Whitmore/Stargirl. They concocted an elaborate plan to infiltrate the new JSA. Together, they transferred Ultra-Humanite's brain into the body of Sylvester Pemberton. Once the transference was complete, he visited the people from Pat's past to gain information to successfully play the role of Sylvester Pemberton/Starman.

## Series

### Season 1

Six weeks after the defeat of the ISA, in North Hollywood, California, a man approaches a building manager asking for Pat Dugan. The manager informs the man that Pat moved away months ago, and the manager wants to know who's asking. The man smiles stating that he's an old friend named Sylvester Pemberton.

### Season 2

Ultra-Humanite pulls into a rundown diner in a small town and parks his car. He checks himself in the rearview mirror, as he's still in Sylvester's body. He walks into the diner and takes a seat at an empty booth. The waitress, Maggie, greets him and they exchange some charismatic words. She asks if there's anything else she can get him. He admits that he's looking for her ex-husband, though the woman asks which one he means. With a smile, Ultra-Humanite reveals he's looking for Pat Dugan.

After a month of searching, Ultra-Humanite, who is still in the body of Sylvester without anyone's knowledge, arrives in Blue Valley, Nebraska, just as the modern day Justice Society of America is battling their greatest foe yet - Eclipso. Courtney Whitmore, the current handler of the Cosmic Staff, faces against Eclipso in the town square where he has Pat Dugan in a painful and precarious position. Eclipso forces Courtney to admit her hatred for him, and when she does, he possesses her. This allows him to wield the power of both darkness and light. He grips the staff and it glows dark purple as it reacts to the darkness within Courtney. Wildcat and Shiv try to separate the eclipsed Courtney from the staff, but their efforts are futile. Eclipso explains the power of the staff before stating that only one can wield its power. Suddenly, "Sylvester Pemberton", who is really Ultra-Humanite, grabs the staff and smirks that maybe two can. He grabs the staff as Eclipso struggles against his pull. They lock into a battle of will as the staff rises them several feet above from the ground.

The JSA and their allies watch in awe as the scene unfolds. As they struggle for control over the staff, "Sylvester" admits to Courtney that he's still catching up. However, if the staff works for her, that means she was chosen for a reason. He tells her to fight the monster inside of her. Eclipso also taunts Courtney by telling her she's unloved, though memories of her friends and family flood her mind. Pat encourages her from the ground as "Sylvester" pulls at the staff. Eclipso begins to groan and shout before Courtney expels him from her body in a burst of dark energy. Courtney lets go of the staff, letting "Sylvester" clutch it, and the pair fall to the ground. He uses the staff to guide himself to the ground, and catches a falling Courtney in his arms. She looks at him in shock before they look over at Eclipso.

The group is joined by other allies as Courtney and her friends, including Ultra-Humanite, advance to Eclipso's weakened form. Shade states that Eclipso is in a weakened state, so those who command the light must act fast. Ultra-Humanite grips the back end of the staff while Courtney holds the front half, and together, they blast Eclipso. They are joined by Jennie who wields green energy and Thunderbolt who uses pink energy on the command of Jakeem. With their combined efforts, Eclipso is defeated, though Jakeem's wish for Eclipso to "be toast" is taken literally as the creature transforms into a half-burnt piece of toast. After the blasts are over, Courtney turns to Sylvester and introduces herself as Courtney. He smiles as he introduces himself as his new identity, Sylvester.

The next day, Courtney talks to Pat in the basement of the Whitmore-Dugan House. She wonders how "Sylveter" is alive as Pat saw his body, but Pat isn't sure. He does know that "Sylvester" promised to explain it all later. Courtney admits that she's worried he came back to take the staff for himself. Pat doesn't know what the future might hold. She admits that being under Eclipso's control made her realize that there is darkness in everyone - even herself. But there's also a lot of good in people too, and his manipulation made her believe in people that much more. "Sylvester" descends the basements stairs as he remarks that is why the staff chose her. He admits that he isn't there to take the staff, but rather, offers to show her what it can really do. Elated, Courtney agrees to the mentorship. Pat intervenes that it's great but only after Courtney finishes summer school. Ultra-Humanite smirks and says that superheroes don't need school, giving Courtney a mischievous smile that she returns.

### Season 3

In the weeks since his return, Ultra-Humanite, still pretending to be Sylvester, makes himself at home in the Whitmore-Dugan House. He tries his best to earn his place there by taking care of the home while the family is on vacation. He fixes the broken kitchen counter, the walls, organizes the mail, and keeps the house clean. He greets them when they return as his, "Star family", earning love from Buddy. He asks how the trip was, getting three different answers. He comments on Pat's facial hair, joking that he left home a boy and came back a man. Mike isn't thrilled about it, earning a sideways look from Ultra-Humanite, as facial hair is a man's birthright. He'll understand when he starts shaving. Mike argues that shaves, but Ultra-Humanite doesn't believe him. Barbara goes into the kitchen and remarks on him fixing everything, including the new expensive marble countertop. He knows a house guest needs to earn his keep. Pat had the countertop on his list, confusing Courtney and Mike who didn't know he had a list.

He and Courtney head downstairs, where she's amazed by the newly transformed basement. Courtney can't find Cosmo's crate, which he moved into the garage - because he made a new one. He gestures to an elaborate case next to his bed. The staff warbles and takes off into the case. Ultra-Humanite surmises that he likes it, but his happiness fades when he sees Courtney's forced expression. The case might be overkill, but he didn't know how else to thank a big, golden stick that's the reason he's not dead now. She's been wanting to ask but didn't want to be rude. He's still trying to figure that out, as he woke up in his own coffin, screaming. He dug himself out only to be completely fine. He doesn't understand it, but thinks when Courtney formed the bond with Cosmo, she woke up the bond he has with it too. She worries he's reconsidering letting her keep the staff. If he is, she wants him to tell her now she can figure things out. He assures her that he's done being Starman.

Pat shows him The Pit Stop, S.T.R.I.P.E., and the updated Rocket Racer. Ultra-Humanite remarks that what he did with the Rocket Racer was unbelievable, but the robot is spectacular. If the rest of the JSA were alive to see this, they'd be begging him to sit at the table. Pat admits he put a lot of work into it. Ultra-Humanite thinks he deserves more recognition, wanting to see what it can do. He wants to see it fly for told times' sake. Pat agrees so Ultra-Humanite plans to grab the staff, which takes Pat by surprise, though Ultra-Humanite reasons that it's the only way he'll keep up with the robot. He then cuts off Pat by thanking him for giving him a place to stay and make him feel welcome. To see him with his family, succeeding and happy, makes Ultra-Humanite happy too. Warmed by the sentiment, Pat thanks his "friend". The pair than take to the skies in an adventure of Starman and S.T.R.I.P.E.

They stumble into the Whitmore-Dugan house late at night, gushing over their adventures of saving a crashing plane. Courtney realizes Ultra-Humanite took the staff, as Barbara critiques Pat for being out way past dinner. Ultra-Humanite just wanted to see Stripesy's tech in action, recapping the big plane that S.T.R.I.P.E. caught. Barbara presses that he told Courtney he wouldn't be Starman anymore. Cosmo warbles sadly, with Ultra-Humanite lowering his head. He apologizes to Court, who tells her what he did saving a place is amazing, really. He gives her the staff and apologizes for causing trouble. He goes back to the basement.

Courtney follows him with Cosmo, asking if he's okay. He admits to lying to her, as he did come back for the the staff, which she thought was the case. She knew there had to be something. When he came back to life he realized he didn't have a life to come back to. His sister and parents died, he never married, or had any kids. All he had was Starman, so he doesn't know what he would do without it. She sadly asks if he wants the staff back, letting it float towards him. He doesn't, and the staff stops. He thought Pat was holding the staff for him but when he saw her with it, he knew it chose her. He would never ask for it back, because she's the future, not him. He can train her, though, and show her some pretty great tricks. After that, he doesn't know what will happens. The staff drifts back to Courtney before stopping when she speaks. The staff still works for him and that has to mean something. She can't ignore that. She decides to make an arrangement. He can use the staff while she's at school, and she'll take it back when she's out. He's reluctant but Courtney proclaims that settles it - Starman is back. The staff twirls in the air in joy, sending sparks. Ultra-Humanite holds Cosmo in his hand as Courtney gets a call from Beth that there's trouble.

Pat and Ultra-Humanite, who is still pretending to be Sylvester, sit on the front steps to have a beer. He thinks it's amazing that Courtney got both of them back in the game. Pat thinks he has a second chance. Ultra-Humanite wonders if it's like the Crocks, The Shade, Dragon King's daughter, or The Gambler. Courtney thinks they should get a second chance and her heart hasn't steered them wrong yet. Ultra-Humanite isn't saying she's wrong, but those are predators they're dealing with, every one of them. Even so, they toast to second chances. Ultra-Humanite remarks that Pat is his sidekick again as they're back to being Starman and Stripesy. Pat's just been going by S.T.R.I.P.E. lately, recapping the acronym, though Ultra-Humanite ignores him. He then remarks that the mustache is great, which makes Pat happy.

Courtney, Yolanda, Beth, Rick, Pat, and Ultra-Humanite, who still pretends to be Sylvester, meet at The Pit Stop. Courtney tells him that someone murdered The Gambler. Pat asks who would have the motive to do that. Ultra-Humanite glibly says it could be anyone who ever met him, which is exactly why Rick doesn't care. Courtney reminds him that a man is dead, and there's a killer out there. Rick and Yolanda still think Cindy Burman did it, as she was standing over his body. She was, but Cindy told them she didn't do it. Yolanda exclaims that the case is closed then, a sentiment Courtney ignores. Cindy went to investigate when she learned The Gambler's old gang was back together. When she showed up, she found the trailer destroyed and The Gambler dead. Ultra-Humanite reminds Courtney that she was holding a gun, but Cindy said she saw the gun, picked it up, and it accidentally went off.

Beth tells everyone that the goggles couldn't find a bullet hole anywhere. Rick tells her that doesn't mean Cindy didn't kill him, and they exchange looks. Ultra-Humanite surmises that whoever twisted that trailer into a pretzel had to be as strong as Solomon Grundy. Rick is sure Grundy's dead, while Yolanda repeats that Cindy is strong. She's a walking science experiment, who knows what else she's done to change herself. Courtney argues that she isn't that strong, and that Dragon King changed her, and he's dead. Rick adds that it's only because Cindy killed him. He adds that if Courtney thought she was innocent she would be at this meeting. Courtney quickly tells Pat about the missing laptop, which still hasn't come back online yet, and that Cindy didn't have it. If they find the laptop they can find the killer. Ultra-Humanite is guessing it was one of The Gambler's former colleagues from the Injustice Society that they're hoping to reform. The fact is, it wasn't until The Gambler came back to Blue Valley that he was murdered, making the former villains all suspects, including Cindy Burman.

The next afternoon, Pat and Ultra-Humanite head to Richie Rock's Diner to talk with Richard Swift. Ultra-Humanite needs to ask him some questions, sitting on the edge of the booth. Pat tries to slide in next to him, but Ultra-Humanite doesn't budge. Pat tells him he needs more room and Ultra-Humanite slowly moves over a little, letting him on the booth. Ultra-Humanite asks where Richard was last night, and the man knows he's referring to Sharpe. He saw the man yesterday, though well before he died. Pat asks where he saw Sharpe, with Ultra-Humanite eerily adding that if he lies to them he'll regret it. Richard saw him in this very booth, where they had a rather unpleasant exchange. Later on, he thought better of it, so he went to see him. In a flashback, Richard stands in Sharpe's trailer. He's willing to let the past go. To someone like him, the past is everything. Sharpe would be eternally grateful if they could reset the backgammon board. Richard nods - this is a time of new beginnings for everyone.

Ultra-Humanite doesn't believe that's how things went. In a flashback to his version of events, Richard plainly says he's going to kill him. Then, Sharpe cowers in fear as he holds his hands out in defense, quivering meekly. In the present, Richard looks at them in disgust, wanting to be credited with a little subtlety. Ultra-Humanite rolls his eyes, since Richard wears a top hat. If Richard was going to kill The Gambler, or Ultra-Humanite for that matter, he'd say something far more eloquent. Something like he's going to snuff out his little glow stick and him, the big, ineffectual, dolt. Ultra-Humanite lunges forward, grabbing Richard by the collar. The dishes clang on the table, the patrons gasping. Pat grabs Ultra-Humanite's hands, trying to pry him off. Ultra-Humanite warns that this isn't over, and Richard smirks that it never is. He releases Richard and tells Pat to move out of the booth, stalking out the door. Pat apologizes to Richard and the rest of the diner on his way out. Richard crosses his legs and asks Maria for a refill.

Once on the crosswalks, Ultra-Humanite demands to know what Pat was doing in there. He's the sidekick, which means Ultra-Humanite asks the questions and takes the lead. Pat is taken aback. That's not how it's going to work anymore. He knows this town, and the bull-in-a-china-shop thing, isn't going to get him very far. Ultra-Humanite snaps that The Shade is a murderer who killed the JSA. Pat argues this is Blue Valley, a small town, and Ultra-Humanite scared those people. They're just in there trying to enjoy a cheeseburger. Ultra-Humanite turns around for a moment and when he turns back, expresses remorse for his actions. He thanks Pat for steering him in the right direction. He just has to cool off now, walking away from his friend.

Courtney is in algebra class when she sees Ultra-Humanite in the door window, gesturing for her to come outside. She reluctantly does, demanding to know what he's doing there. Pat just gave him some great advice, and he wants to pay it forward. It's time for her to level-up, like in a video game. They leave the school together.

Courtney and Ultra-Humanite walk to the Blue Valley water tower. She thought training was going to wait until after school, but that was before there was a killer on the loose. He wants her to know everything the Staff can do now, in case they try to strike again. Plus, they both need to have some fun. The staff warbles in response, making them both smile. He needs to see what she can already do. She executes some acrobatic flips and then takes off into the air, throwing the staff and landing on it. She flies around the tower by standing on the staff, then lands perfectly on the ground. He applauds her, smirking that she should teach him. She wants to see what he can do, and tosses the staff to him. He does a flip and then twirls the staff, creating a whirl of energy. He poses with the staff, then lowers his head. When he looks back up, his eyes glow with energy. An aura surrounds his body, drawing from the staff and filling his immediate surroundings. He hits the end of the staff on the ground, then takes off in a burst of pure cosmic energy. He soars into the sky, sparks like fireworks popping from behind him as he flies. Courtney looks up at him in awe.

Courtney questions him about what the move was. He calls it the Shooting Star, tossing her staff. She wants to try it. He tells her to dig her feet in. She's going to funnel her energy - the positive emotions she exudes - into the staff. Then, she'll amp it up, and when she's ready, slam the end of the Staff down into the ground. He adds that she should hold the hell on. She smiles and prepares to try it. She grips the staff and focuses, then raises it, slamming it down. A blast knocks her onto the ground with a thud. He rushes over, asking if she's okay. She is, so he asks what she was thinking about. She didn't want to screw up in front of him. He chuckles as this is not about him, it's about her. She has to give herself credit for the home she gives everyone, and the love she has for her mom, and Pat, and sometimes Mike. For the faith she has in her friends. She smiles, adding "like him", which makes him smile softly - she can throw that in there, too. He backs up and she digs her feet into the ground.

She grips the staff and focuses. Energy swirls around the tip of the staff and slowly creeps down the staff, swirling around itself and through her hands. She flashes to her best memories - sitting with the JSA on her front steps after defeating Eclipso, hugging the team after defeating the ISA, reuniting with her mom after The Shadowlands, hugging Pat on Christmas when she gives him the mug, and finally, meeting who she believes in Sylvester for the first time. She opens her eyes and they brightly glow with cosmic energy. She thrusts the staff into the air, a golden aura surrounding her body and flowing through her. She slams it to the ground, blasting into the air in a bolt of cosmic blast. She cheers loudly in the air, two sparks of firework-type-sparks spraying behind her. Ultra-Humanite watches her with a grin.

That afternoon, Ultra-Humanite, Courtney, and Cosmo visit The Shade's house. He screwed things up with him earlier, and if they're going to get answers, Ultra-Humanite has to apologize - even if Shade's a douchebag. Richard clears his throat from behind them. If they're selling life insurance, he's sorry, but has no intention of dying, ever. Ultra-Humanite forces a laugh at the joke. Shade asks how Courtney keeps getting rope into these witch hunts. Courtney quickly explains this isn't a witch hunt, as "Sylvester" is here to apologize. She gestures to Ultra-Humanite, who steps forward. He's come to make peace. It doesn't clear him from being a suspect, but he was out line at the diner. Richard sighs, asking why he would waste his time on gaudy theatrics and rip his trailer to pieces. He would have simply dragged him off into the Shadowlands. He turns to walk away, until Ultra-Humanite asks if it was like Dr. McNider. Richard stops - he saved his life. Ultra-Humanite concedes that maybe he did. But what about the others - Jay Garrick, Wesley Dodds, they died heroes, fighting him.

The staff warbles in Courtney's hand. She looks at it worriedly. Richard turns and steps up to Ultra-Humanite, asking if Pat's told him about his funeral yet. They had a rather impressive ceremony for the rest of the Justice Society of America, but for plain old Sylvester Pemberton, Pat Dugan was the only one there. Nobody wants him back, or here. He should do them all a favor and give Courtney the staff, and go. He turns to leave and Ultra-Humanite opens his hand. The staff whooshes to his hand and he blasts Richard, sending him tumbling across the yard. He flips off the porch and points the staff at him, trembling with rage as he repeats that Shade killed the JSA.

Courtney rushes to the yard and yells out, "stop!", which makes the Staff fly to her hand. Ultra-Humanite turns in surprise. After a moment, Richard provides his alibi of being with Maria at Richie's, teaching her the art of tea brewing. She may be the finest tea maker in the world, thanks to him. Courtney asks if he's okay, apologizing to him, as he stands, trying to smooth his suit. He had hoped to spend time in Blue Valley, but "Sylvester" has made it intolerable. Courtney thinks that if he didn't do it then he can help them find who did. Richard scoffs - he has problems of his own to attend to. He disappears in a cloud of black smoke. Courtney glares at Ultra-Humanite, who doesn't meet her gaze.

Once they return to the Whitmore-Dugan home, Barbara and Pat scold Courtney and Ultra-Humanite for their little rendezvous. Pat scolds him for taking her out of school and attacking The Shade. Ultra-Humanite went to apologize and things got out of hand. Seeing The Shade at the diner, at his house, that took him back. Shade was the one that told him that the key to stopping Eclipso was to kill Bruce Gordon. He took that to the JSA and they killed a man in cold blood. He's not running away from that. But it all started with The Shade. The JSA broke up, only to get back together, still broken, to take on the ISA. Shade played a role, but it's not himself that Ultra-Humanite's really mad at. He's mad at himself for killing the Justice Society. He asks why he got to come back. He questions why he is here and not them. He swells with emotion as he admits to missing them. He softly apologizes and leaves the room. Pat, Barbara, and Courtney watch him go with sympathetic expressions.

Ultra-Humanite sits on his bed as he talks to the Staff, listening to its warbles in response. Courtney comes downstairs to ask if he's okay. He merely remarks that he's alive. She thanks him for already teaching her so much, but Pat's taught her a lot too. The most important thing he's ever taught her is that her whole life can't be about being Stargirl. She needs to be Courtney Whitmore, too. He remarks that she has a great life here. She thinks he can have one, too. A life outside of Starman. A life as "Sylvester Pemberton". He doesn't even know who that guy is. Blue Valley helped her figure out who she is. This place has been a second chance for her, for a lot of people, and she really believes it can be that for him, too. He admits that it's a maybe. Neither one of them thinks The Shade killed The Gambler, but wonder who else is left.

In the morning, Ultra-Humanite parks his car in the alley and gets out, walking along Main Street. He watches patrons talk happily and eyes the odd sight of a citizen walking their pig on a leash. He stops at a coffee cart and asks for their best cup of coffee. He walks down the sidewalk and takes a sip, only to spit it out seconds later. It's the worst thing he's ever tasted. He tosses the cup away and walks into Richie Rock's Diner. Maria greets him chipperly, telling him to sit wherever he would like. He mutters under his breath that everything here is quaint. He takes a seat at the counter and sips a cup of tea, which he remarks is the bet tea he's ever had. Maria proudly states she's told it's the best in America. Maria walks off to wait on a customer, leaving Ultra-Humanite alone for a few moments.

Yolanda nervously approaches him, asking how breakfast is. He chipperly responds that the eggs are overdone, the toast is burnt, and who needs crispy hash browns when soggy is the way to go. He reads her name tag, Yolanda, and she adds her surname. He recognizes the name as belonging to Wildcat. She knows she's no Ted Grant. Ultra-Humanite chuckles that he was a real piece of work, but they were friends. She wonders what Ted would have thought of her. Ted would have thought she was a badass, which makes Yolanda grin. Ted was tough on everyone and so is Yolanda, which is good. He saw people for who they were and didn't let them slide just because it was the polite thing to do. The way she won't let Dragon King's kid off the hook, is very Ted, and good judgment. She thanks him as she stands a bit straighter. He asks what she actually does around Blue Valley when she's not going after the ISA or fighting Eclipso. For her, there's school, church, and work. He's way past school, church was never his thing, but work is an idea. Yolanda smirks, realizing Courtney's been telling him to find balance. He knows Courtney's right as he can't be Starman 24-7 anymore, especially in this town. It's not like there's danger around every corner. Yolanda gets called away to a customer, so Ultra-Humanite returns to his dissatisfying breakfast.

Over at The Pit Stop, Pat welds pieces for S.T.R.I.P.E. as Ultra-Humanite reads job ads out of the newspaper. Zeek chimes in that his second cousin has a pig farm - he could put a good word in for Ultra-Humanite. The man thanks him, but questions how this is difficult. He's just as employable as the other JSA members were. Pat hesitates, since Dr. Mid-Nite was a surgeon, which Ultra-Humanite finds icky, Hourman was chemist or lab nerd as Ultra-Humanite chimes, and the Green Lantern ran a broadcasting company. Ultra-Humanite thinks the entertainment business has a lot of headaches. Zeek asks for his family history. For himself, his granddad raised him in his salvage yard, so all he wanted to do was take broken stuff and make it work again. All "Sylvester"'s parents gave him was a chip on his shoulder. They treated him and his sister like props to show off to their snooty friends. That's why he loved being Starman, because he wasn't a prop, but served a purpose as somebody important. Without that, he's nobody. The men quickly refute that theory as he is somebody. He's Starman.

Zeek tells him that he went to live with his grandparents after he was born. His mother dropped him off one day and told them "he cries too loud" and he never saw her again. His granddad passed along a thing or two. One thing he taught Zeek was how quick someone will write off a good thing. If someone doesn't work the way they want it to, they toss it away. They think it's "junk" but it's not - junk is junk, but salvage is an opportunity to turn it into something new. Ultra-Humanite listens intently then quickly apologizes. He can get self-absorbed, asking if Zeek is still talking about car parts, or if it was a metaphor about him. Zeek tells him to figure it out. Pat tells him not to worry as they're going to get Ultra-Humanite on a good career path, a great job, all he has to do is keep a good attitude.

Ultra-Humanite walks into the Whitmore-Dugan house as he rattles off job descriptions to Cosmo. The doorbell rings causing Cosmo to fly off into a closet to hide. He heads to the door and answers it, finding Cindy Burman on the other end. She greets him as Mr. Pemberton, asking for Courtney, who isn't back from school yet. She thought they were supposed to meet for a JSA meeting. He questions what it's about. She tells him it's about how The Gambler's blackmailing the Crocks. She fakes surprise that they didn't tell him. She tells him not to take it personally as they leave her out of stuff too. She has a good idea - the two of them should go get the Crocks right now. He perks up as that sounds, terrible. He wouldn't work with Dragon King's demon spawn, which makes her deflate. He doesn't trust her anymore than he trusts the Crocks, The Shade, or did The Gambler. In fact, he trusts her less. She chuckles as she's a member of the Justice Society of America now. He eerily tells her to go find someone who's impressed by a dime-a-dozen cheerleader in green spandex with daddy issues. He's not her run-of-the-mill Blue Valley idiot - he's Starman. He warns her to be careful on the stairs with her shoes. If she falls, it'll be like falling off an overpass. He slams the door on her as she turns around slowly. Ultra-Humanite storms into the house and opens the basement door, whistling for Cosmo, who flies into his hand. He's ready to go get the Crocks. He leaves, unaware that Mike's eavesdropping on the entire conversation.

He heads across town to Bell's Supermarket, catching Larry and Paula shopping in an aisle. He overhears their conversation about steak sauce, with Larry reminding her that everyone gets a cheat day. Ultra-Humanite appears at the end of the hall, questioning if they killed The Gambler on a cheat day. Or on a day like "*The Purge*", which he hasn't seen but read a summary online. Larry knows what the movie is, as they've both seen the films and thought they were hilarious. He demands to know what "Pemberton" is thinking, bringing the staff in here in public, concluding he's out of his mind. Ultra-Humanite knows The Gambler was blackmailing them and he knows they're the ones that killed him. Paula simply says they're shopping as the cashier reminds them the store is closing. Paula doesn't want to fight. Ultra-Humanite warns this is their last chance, earning a chuckle from Larry. He should go back to his basement and polish his little staff. Ultra-Humanite wants them to confess. The trio has a stare down until Ultra-Humanite sends a blast of cosmic energy at them, destroying their shopping cart.

Blasts of energy shoot through the market, destroying everything it touches. Scared customers scream and run out of the store to safety. Larry and Paula agree they were getting bored, anyway. Larry leaps over the aisle, narrowly missing another blast, as Paula slides around the aisle avoiding a blast. Ultra-Humanite leaps over the aisle with Cosmo, twirling the staff to create a swirl of energy. Paula uses Larry's arm as a springboard to jump across the aisle and land in front of Ultra-Humanite. They engage in combat until she falls, and Larry attacks. The trio battle it out in the aisles, using various objects from the store in their fight. He tosses Larry aside and turns to Paula, who is laying on the ground. He throws the staff towards her, though she dodges by doing a backbend. She smirks at him from upside down. She avoids more blasts by scaling the aisle, landing on a pile of paper towels, then leaping over the aisle to escape to another aisle.

She slides across the floor to Ultra-Humanite, ultimately getting him in a headlock on the ground. Larry recovers from his fall and picks up a wooden bat, greeting the old friend. Paula shouts at him to come on. He runs over and prepares to swing down on Ultra-Humanite. Cosmo flies under his feet and knocks him to the ground. It locks onto Ultra-Humanite's shoes and slides him and Paula backwards into a wall, giving him the upper hand once again. She dodges his attack and slides back to Larry's feet, assuming a fighting stance. Larry asks if he's done, but Ultra-Humanite isn't. He yells out to "eat this" and slams the end of the staff onto the ground, sending out a blast of cosmic energy that shatters the light fixtures, consuming his body in an aura of energy.

The trio square off once again, fighting it out until the Crocks grab the staff, kicking Ultra-Humanite away from it. He holds out his hand and pulls the staff to his grip, but this time, slams his forearm against the staff to knock his foes to the ground. He slams the staff downwards again, this time launching the Crocks out of the windows of the store and into the parking lot. He emerges from the store and blasts a beam of energy at the couple, who leap out of the way. It hits a car, triggering a huge explosion that hits another car, sending it flying across the lot in a ball of fire. Ultra-Humanite advances as the staff rises up to fly alongside him. The Crocks stand and prepare to fight again. The staff swells with energy and Ultra-Humanite is about to release a blast when S.T.R.I.P.E. lands on the ground - the fight is over. Ultra-Humanite keeps the staff pointed at S.T.R.I.P.E., who steps forward to stand in front of the Crock's. He tells "Sylvester" to walk away.

By the time he returns to the Whitmore-Dugan house, the family is talking to Paula and Larry in the living room. He sees the group and glares at them, heading to the basement. Pat excuses himself. He follows Ultra-Humanite to the basement, instantly being chastised for stepping in front of him like that. He accuses Pat of choosing to protect them over him. He angrily reminds Pat that he's "Starman's" sidekick, not theirs. Pat is nobody's sidekick, earning a snap remark in return. Pat presses that he's his friend, always has been. The Crocks didn't kill Gambler, and even if they had, this isn't the way to deal with things. Ultra-Humanite questions if he knows how to deal with things, angrily shouting that he let half the villains that killed their friends move in next door. Pat doesn't destroy everything around them because it sends the wrong message. Ultra-Humanite angrily asks who he's sending the wrong message to. Pat, concerned, admits it's to Courtney. When the staff first lit up for Courtney, she thought it was because Sylvester was her father. The reveal surprises Ultra-Humanite, and he questions why she would think that. Pat explains that Courtney's real father disappeared the same Christmas Eve that the JSA died. For her to think that her father's a superhero who sacrificed his life saving the world, that was a hell of a lot easier than knowing that it was just some guy that didn't love her and hit the road. Ultra-Humanite processes the information then softens, asking what happened to the guy. Pat doesn't know. He showed up in Blue Valley last year to get this locket that he'd given to her when she was a little girl, because it was worth some money. It also happened to be the thing that she cared the most about. So she gave it to him, he took it, and he left. Ultra-Humanite sits down with a sigh, asking what Pat did. He knocked the man on his ass, which Ultra-Humanite thinks is good, though Pat's not proud of it. But that pain it'll never leave her, and that's why they gotta be there for her. "Sylvester" can't just be a friend to Courtney - he has to be like a father. She put him on a pedestal since she first picked up the staff. Whether Ultra-Humanite likes it or not, he has a responsibility to set an example to Courtney and all these kids. Not just to be a better man, but to be the Starman he set out to be. Ultra-Humanite doesn't know who he set out to be. He just feels like a crazy person now who blows up grocery stores. He doesn't even have his costume anymore. Pat reminds him that a costume doesn't make the man, but Ultra-Humanite thinks it's a start, and Pat agrees.

The next night, Ultra-Humanite sits on his bed thinking pensively. He opens Gambler's classified JSA file and looks through it. He glances up at Cosmo, adding they've come up empty again. He keeps thinking there must be something at the crime scene they all overlooked. He wants to go back with the staff and extends his hand to call it, but the staff warbles in response. Ultra-Humanite stops himself as it's not his turn with it. He has to respect the rules and be a better Starman. He instead, puts on his jacket and tells Cosmo to wish him luck. He heads out of the house with a flashlight.

He arrives at the Sharpe trailer and shines the flashlight around the destruction. He senses something behind him, and a giant shadow crawls up his back. The attacker snatches him from the ground and lifts him high into the air. His flashlight falls to the ground. Moments later, Ultra-Humanite's body falls from the sky, landing hard on the ground below. His face is bleeding and a gash on his nose leaves a trail of blood. As he lays unconscious, a roar echoes across the Estate.

His still body is found by Courtney, who is taken to the trailer park by a frantic Cosmo. He is brought to Blue Valley Medical Center where he remains unresponsive, but stable. He has large contusions across his body, and in his back, a puncture wound much similar to that of The Gambler's fatal wound through the heart. Dr. Chapel isn't sure what caused the puncture. Pat concludes the police won't blame this on a freak tornado. Dr. Chapel already reported his injuries with those consistent with a hit and run. Courtney sits on a chair next to Ultra-Humanite's hospital bed, nervously waiting for him to wake up. A few seconds later he wakes up, remarking "ow". Courtney tells him that he was attacked and asks if he knew who attacked him to which Ultra-Humanite responds that he knows, as he remembers. She asks who did it, but he didn't see who attacked him - coming or going. Ultra-Humanite feels like a rookie after this ambush. He tries to sit up but can't out of pain. He can now confirm personally that yes, the killer is, in fact, very strong. She asks what he was doing at the trailer park alone. He went looking for new clues since all their leads dried up. He assumed the criminal would come back to the scene of the crime, just not at that very moment. She asks why he didn't take the staff. Ultra-Humanite reminds her of their agreement - it wasn't his turn, and a deal's a deal. She wants to rethink their agreement. However, getting jumped made him want to rethink a lot of things. Courtney decides that if she's not around and he needs the staff, then he should take it. He notes it should go both ways, then. Pat enters the room and says he called someone who can help with that. Charles McNider then enters the room and greets "Sylvester", remarking it's nice to see him again. Ultra-Humanite greets him as "doc".

Dr. McNider proceeds to check Ultra-Humanite's wounds, apologizing for the discomfort it inflicts. Ultra-Humanite admits he’s felt worse - hell, he's been dead. McNider scans the wounds using his sunglasses. He doesn't know how to explain it, but "Sylvester"'s healing remarkably fast. McNider shares his theory on how Sylvester came back to life, which is enlightenment because of the staff. Cosmo imbued him with its cosmic energy when he died. That energy is what healed him over the years as his body remained in some kind of stasis. He theorizes that long-term exposure to the staff has altered "Sylvester"'s physiology. He compares it to Alan's daughter, Jennie, who was imbued with the power of his ring. Jennie essentially became "a living lantern". Ultra-Humanite asks if he's a living cosmic staff, but that's not necessarily the case. His body is processing the energy from the staff, absorbing the energy, not generating it like Alan's daughter. Ultra-Humanite also asks about his son. McNider admits that Stanley keeps him and Myra on their toes. Along with the clinic, he's plenty busy. Ultra-Humanite asks if he misses being Dr. Mid-Nite, and the man admits to getting more satisfaction from passing his mantle on to Beth Chapel, the next generation of heroes. Under Pat's mentorship, they are in good hands. Ultra-Humanite hasn't passed it on, so much as passed it back and forth. He's glad the doc is happy, especially after everything. McNider knows Ultra-Humanite's been through a lot, asking if he's happy, but earning only a long look in response.

Ultra-Humanite is discharged that evening, and returns to the Whitmore-Dugan House. Pat and Ultra-Humanite walk down to the basement and Pat tells Ultra-Humanite how his bed sheets are clean and that his fridge was restocked. Ultra-Humanite asks with what and Pat admits it's juice only Dr. McNider said to avoid alcohol. Ultra-Humanite sarcastically replies that the day keeps getting better. He immediately notices the staff isn't in its display case and asks where Courtney and the others went, learning they went looking for his attacker. He's upset the kids are cleaning up his mess, but Pat assures him there's no mess. He's never been ambushed in all his years. Then he comes to this little town and gets his ass kicked, taking a pained seat on a cooler. Pat reminds him that Blue Valley isn't like every other community. Ultra-Humanite thinks Courtney was doing well here until he came along and made her share the staff instead of doing the dignified thing, which is moving on like McNider, who's a doctor with a wife and kid. Ultra-Humanite doesn't have a family or a career. Pat cheers him up by saying he chose a career that involves protecting other people, not something everyone would make the choice to do. Pat laments that Ultra-Humanite does have a family, who are all right here. Ultra-Humanite brings up Pat telling him to be a better Starman. These last few days have him questioning if he should even be Starman anymore. Pat calls him a legend.

In the afternoon, Ultra-Humanite and Pat watch an old movie in the Whitmore-Dugan basement, reciting the lines from heart. They banter over who says which character's lines. Larry calls out "knock, knock" from upstairs, surprising the men. He emerges down the steps, remarking that the door was open. Pat questions what he's doing as Ultra-Humanite gets to his feet, calling the staff to him. Larry heard what happened - that Ultra-Humanite was sucker punched. It wasn't them, which Ultra-Humanite knows as they don't hit that hard. Larry retorts that they hit plenty hard. Ultra-Humanite asks what he wants. Larry announces he’s brought by a neighborly sixer, thinking he might need it. Pat remarks that while it's really nice of him, the Doc said no alcohol. Larry used to knock back a few when Ultra-Humanite would kick his ass. He's man enough to admit that back in the day, when he and his wife pulled a day, Starman was the last one they'd want to see. His right hook's a killer. He cheers them and leaves the beer on the table. After a moment, Ultra-Humanite offers a beer to Larry, tossing it to the man. Pat tells him they're watching "*Josey Wales*", offering him a seat with them. Larry chugs the beer in one swig, crushes the can against his forehead, and proclaims that he's in.

By nightfall, Ultra-Humanite drinks a beer on the porch when Pat joins him. Ultra-Humanite needed air, which Pat understands. Crusher's doing one-armed push-ups to work off the carbs, thinking Pat's still down there. Ultra-Humanite calls Crusher a maniac, which makes Pat laugh as Crusher calls Ultra-Humanite the same thing. A look from his friend makes Pat correct that it's not funny, because he's right, Crusher is crazy. He asks if Ultra-Humanite's feeling better. He's not feeling as great as he did back when he first got the staff from Ted. Those were unforgettable times. He wonders if there's anything sadder than an old man clinging to his Glory Days. Even bad guys like Crock have moved on, which is why he's thinking of leaving Starman where he was great - in the past, once and for all. Since he got here all he's done is screw up. Pat admits he's made some mistakes, had some transgressions, listing them off until Ultra-Humanite interrupts. Watching Ultra-Humanite screw up has finally made Courtney realize the importance of balance in her life. Ultra-Humanite smirks that he's glad he could be a bad example. Pat thinks he can be a good one - to Courtney and all the kids. Ultra-Humanite ponders if he could be a mentor like Pat. The man heads inside for a minute and returns with a box, telling Ultra-Humanite to check it out. Ultra-Humanite slowly opens the box and holds up the top of a newly crafted Starman suit. Ultra-Humanite still isn't sure, though Pat laments that if he isn't retiring yet, neither is Ultra-Humanite. Finally, he agrees to do this.

Once Larry leaves, Ultra-Humanite stares at the Starman suit which lays on his bed. Yolanda and Rick head into the basement, looking for Courtney. They've been trying to find her as Beth and Dr. McNider found evidence that Dragon King is the one who attacked him. They think he's back and hiding in the tunnels under Blue Valley. They were going to check. Ultra-Humanite looks at his costume and agrees to come, making the duo smile. He tells them to let him suit up.

The JSA arrives in a new part of the tunnels, with Wildcat remarking she's never been down here before. Starman questions what it is, before realizing it's the ISA meeting room. They see the lab equipment and determine someone's been working there, though they aren't sure what all the stuff is for. Rick thinks it has to be Dragon King's. The younger team members turn to Starman, asking his opinion. He thought The Shade went after the Gambler out of pettiness and the Crocks because of blackmail. But someone's made an awful lot of effort to cover their tracks and almost killed him for getting on them. This thread they're pulling, he thinks it's going to lead them somewhere big and he doesn't like it. He looks at the ISA portrait, growing angrier by the second. He sneers to look at them, the ISA mocking him even when dead. He shakes with rage and the staff glows brighter. Starman screams out of pure rage and blasts the portrait, burning a searing tear across the portrait. He turns to Hourman and Wildcat, who are in stunned silence. He screams that however did this, whoever attacked him, Dragon King or not, they're going to find them and make them pay.

That night, Ultra-Humanite stays up late at the Whitmore-Dugan house, sitting at the dining room table. Barbara finds him and asks what he's doing up. He's polishing silver like a useful person. She asks what happened. He took the kids into the tunnel but didn't find anything, except for a huge painting of Icicle and his cronies. He started thinking about what Icicle did to him and lost his temper, big time. He sighs as he must look pretty unhinged again. A thought that kept him up. He doesn't think he's the kind of person that's good at setting examples, unlike Pat. He just never planned on being a parent. She understands as before she met Pat, she never thought she'd have a son. She thought her life was just Courtney and her. But when Pat came with Mike, she wasn't sure how she was going to do stepping into Mike's life. But she tries, and that's all they can do. Be their best and if he has a bad moment, help them learn from it. Ultra-Humanite asks how it's going with Mike, and she swells up with tears at the thought. He's her son and she's really grateful every day for it.

In the morning, Mike looks for his Super Sugar Check. Ultra-Humanite put everything in alphabetical order, which isn't an answer for the boy. Ultra-Humanite explains it's between the rice cakes and the tortilla chips, two from the left, one up from the bottom shelf. The boy finds it right in front of him. Ultra-Humanite sarcastically calls it a real breakfast of champions. The boy's silence resonates with Ultra-Humanite, who remarks that Mike doesn't like him very much. Ultra-Humanite knows they're different types of people. Mike snaps that he means Ultra-Humanite's a JSA type of person and he's not. Ultra-Humanite quickly tells him no. The JSA was made up of all sorts of people, and they were not all best buds. He got on Dr. Fate's nerves worse than Wotan. Mike questions what the hell a Wotan is, asking if it's a skin disease. Ultra-Humanite explains Wotan was Fate's archenemy, and he thinks he did have a skin disease as he was green. The point is, Mike stopped Icicle, and he's the one who put Ultra-Humanite in the ground. So in a way, Mike got him justice. Mike retorts it was an accident, though Ultra-Humanite isn't convinced. Either way, going up against Eclipso was real superhero stuff. When he was Mike's age, no one took him seriously either, so he made things happen. He proved everybody wrong about the Star-Spangled Kid by going places and doing things that said he couldn't. Maybe the two aren't so different, after all.

Pat joins them by cheerfully asking who wants an omelet. Barbara and Courtney walk in, giving each other a hug. They discuss how things went with the kids last night, learning Ultra-Humanite came up empty handed with no Dragon King. Ultra-Humanite plans to find one of his hidden labs across the country, which is news to Courtney. Ultra-Humanite explains that he and The Crimson Avenger tracked them back in the day. There's one south of them he wants to check out. As he talks, Courtney keeps checking her phone and smiling. Ultra-Humanite knows she missed out on the tunnels, so he offers to wait until after school if she wants to come check them out herself. She's good as they've got it covered. She grabs an orange and tells everyone to enjoy the waffles, walking out happily. Pat corrects that they're having omelets. Ultra-Humanite wonders if Courtney knows the difference.

Starman lands in a clearing clutching the Cosmic Staff. He remarks that flying is fun, before proceeding to scan the area for a way into the lair. The staff points down to the ground and blows away leaves to show the hatch. Ultra-Humanite muses on the many uses the staff has. Unfortunately, the hatch is locked behind a keypad. He uses an earpiece to call Beth, who is in the middle of a test at school. She hears the goggles trilling and puts them on, trying to be discreet. He's at one of Dragon King's hidden labs in the middle of Nowheresville in the sticks but can't get in. He asks her to disable the locks since she's a hacker. She's in the middle of a test and is not a hacker. He pressures her by saying it will only take a sec, promising to be her best friend. She sighs but tells him to send his location so she can see if there are any systems she can plug into. He sends it using MapQuest, hoping it still works. The goggles show her information and she ultimately succeeds in unlocking the hatch. He praises her for being a genius, which flatters her. He opens the hatch to the lair as Beth glances down at her test. The goggles give her the answers despite her protests. He asks her what's going on and she admits the goggles are giving her the answers to the math test. He thinks that's great, congratulating her, but she knows it's cheating. She hangs up and sighs, putting her head on the desk. Starman descends into the lab to investigate. It's abandoned, dusty, and covered in cobwebs. He's grateful to not have a dust allergy. He hears a hissing sound and finds a lizard in a cage. It reminds him of his mother, though it's cuter. He continues searching and passes a mirror, smiling as he greets the handsome reflection.

At The Pit Stop Rick, Yolanda, and Beth fill Ultra-Humanite in on what happened during lunch. They've never seen Courtney like that before. Ultra-Humanite thinks it does sound like they went after her a little bit. Yolanda questions if he's on her side. There are no side and she shouldn't ever think that way. They know the story by now. The JSA got into a fight about what happened with Bruce Gordon, they never fully reconciled, then his choice about Bruce made everyone pick sides, which eventually destroyed them. He should have listened to Pat. He should have done whatever he had to bring the team back together. He asks them to please learn from his mistakes. So if Courtney wants to hang out with Cameron Mahkent, let her.

Beth adds they still have a murder to solve. Yolanda still thinks Cindy's not telling them something, maybe about her dad. Ultra-Humanite tells her follow her gut, while Rick still has to fix the hourglass. Beth's goggles ring so she puts them on, answering a call from her parents. Bridget and James grin on the other end, asking how her math test went. It was horrible because she cheated, but can't talk right now as she's in the middle of a JSA meeting. The goggles automatically analyzes Ultra-Humanite's mood, first showing agitation, then curiosity. James tells her that Barbara said the Crocks were following up some leads. Bridget thinks that if the Crocks can help, they can certainly do something. They want an assignment or a special mission believing themselves to be ready. She promises they'll talk later tonight and hangs up. She explains they want her to give them a mission. Ultra-Humanite knows it's hard when the family finds out and gets involved. His sister Merry did, who Yolanda recognizes as being Henry's mom, Merry Pemberton. Ultra-Humanite adds that Brainwave killed her. Beth asks what she should do. His first rule is to protect the family.

Ultra-Humanite is leaving for the night when he sees Rick still there, struggling to figure the hourglass out. He tells Rick not to be so hard on himself, as his dad had a lifetime of education before he invented that thing. Rick sighs, wondering how he can be Hourman if his strength gives out after twenty minutes or two. Ultra-Humanite thinks it has to be the limiter, which is news to Rick. Ultra-Humanite explains there's this thingy, for lack of a better term, on the hourglass that limits it to working an hour a day. That's gotta be busted. Rick thinks he can remove the limiter and asks if it will work 24 hours a day. Ultra-Humanite isn't sure, but whatever he decides, he has to be careful. His dad created the limiter for a reason. If he needs him, just call.

In the morning, Ultra-Humanite comes up from the basement, sighing over his late night, as he found no sign of Dragon King. He feels like he's on a wild-goose chase. Mike clarifies that it isn't Dragon King, but Ultra-Humanite isn't sure, they can't rule anything out. He wants to update Courtney, but Mike mentions she already left. Pat and Barbara question where she went. Ultra-Humanite references Yolanda saying Courtney's meeting with Icicle's kid, Cameron Mahkent.

At The Pit Stop, Yolanda tells Ultra-Humanite, Rick, and Beth that she found The Gambler's laptop hidden in Cindy's room. Ultra-Humanite surmises she did it, but asks why. He needs to know what's on this laptop right now, telling Beth to do it. She's hesitant as there are probably the usual encryptions and firewalls, but she should be able to get through them with an assist from the goggles. He instructs her to download everything, and then Yolanda will put the laptop back where she found it. This confuses Yolanda, so Ultra-Humanite explains that if Cindy knows the laptop is gone, she'll know she's busted and might run. There's still a chance Dragon King's a part of this, or maybe someone else.

Courtney, Yolanda, Rick, and Beth have a falling out after Cindy outs Courtney teaching Cameron how to make icicles. She returns home, emotional. A knock on the door makes Courtney sigh, as she assumes it's Pat and doesn't want to talk. Ultra-Humanite opens the door to ask if she's okay. Beth told him what happened. Courtney thinks she kicked herself off the team. He assures her she's not kicked off anything, but she worries they don't want her anymore. He reminds her that the JSA isn't about what they want. She's sorry for not telling him about Cameron. He insists she doesn't need to apologize to him, as he's been there. He's guessing she thought she could handle it, fix it all, straighten out Cameron, and then present it to everybody all wrapped up in a neat little bow. She tearfully nods, and he continues on that they think alike.

They're a lot alike, actually. Barbara and Pat keep telling both of them to find balance, but it's not so easy for people like them. They love it too much, they live for it. Pat walks up to the door and stops to listen. Ultra-Humanite knows the line between Courtney Whitmore and Stargirl is blurry at best. They bleed into each other. It can make living a normal life on any level almost impossible. She has to give herself a break. His sister Mary, who Courtney knows about, always saw the good in people. She thought, given a chance, bad people could change, just like Courtney does. Merry thought even Brainwave could change. Brainwave was different from The Shade or the Crocks or Cindy. He was too far gone. No matter what he told Mary about him, she was in love for some reason. Ultra-Humanite blamed his powers. Thought he had tricked her into loving him or planted the idea in her brain, but he doesn't know. They married, had a son, Henry. She kind of proved Ultra-Humanite wrong for a while.

But in the end, Icicle convinced Brainwave to turn on Ultra-Humanite's sister and his nephew. Courtney nods as Henry died protecting them. Ultra-Humanite, emotional, admits he was the only family he had left, but he never even met him. He doesn't know Cameron Mahkent, but he does know her. He trusts her gut more than anything. So if she says he's a good kid who just needs some guidance, he's on board. She smiles nodding tearfully. He smirks, quoting a wise man named Stripesy, which makes her chuckle. She can't try to do everything herself, because she can't. She thanks him and he tells her not to worry about the others, as he'll talk to them. They're going to get through this, together.

Beth discovers that an unknown person has been spying on them using hidden cameras. The JSA makes a plan to locate and remove the several cameras, as identified in the feeds Beth discovered. Ultra-Humanite uses the Cosmic Staff to aid the JSA, communicating with them as they try to act normally. The Whitmore-Dugan's have an overly average family dinner. Ultra-Humanite groans at Pat, wondering if he and Leonardo DiCaprio can lay it on any thicker. Courtney clears her throat, asking her mom how work was today. Barbara shrugs it off as not bad, asking about school, which was boring as usual. Ultra-Humanite calls the girls naturals. Courtney elaborates that class, homework, and painfully, friends are fine. Ultra-Humanite tells them Beth needs ten more minutes, so just try and act normal until then.

Rick, Zeek, and Jakeem play a board game in The Pit Stop. Ultra-Humanite critiques this being a normal Wednesday night for them. He later praises Yolanda for taking home the Oscar for Best Performance of Playing It Cool. Maria tells Yolanda there'a a phone call from her mother, which sounds urgent. Ultra-Humanite wishes her good luck, but has to check in with Beth and get an ETA.

He flies over The American Dream on the Cosmic Staff. Beth, in her house, prepares to bypass the Blue Valley Water and Power's only firewall, telling Ultra-Humanite they really need to beef up security around here. She pauses, adding that if The Gambler hadn't found the cameras, she's not sure if she ever would have. Ultra-Humanite doubts that, but maybe it's better Sharpe found the cameras first, considering he was murdered for it. He tells her to focus on the mission - shut down the power then find and destroy the cameras. She nods that she only needs a few more minutes, then Operation: Blackout Bomb goes into action. He questions the name, and she worries he doesn't like it, but he does. A few minute later, he tells her it's do-or-die here, and she counts down before touching the goggles. She starts shutting down the power grid, and across Blue Valley, the power goes off. From Richie's to The Pit Stop, the JSA prepares.

Yolanda is in her house when Ultra-Humanite asks for an update. She removed the camera in her kitchen and even though Beth said there weren't any in her bedroom, she's checking just in case. He affirms The American Dream is clear, and he's hitting the rest of Main Street now. She asks him to check the church too, specifically the confessional. He's got it and reminds her to stay strong. He knows there's a lot going on with her and Courtney, but she shouldn't let it take her off her game. It'll work out, the pair just has to talk.

Ultra-Humanite follows Beth's leads on where the feed comes from. Pat sits at his workbench in The Pit Stop, pensively looking at his computer. Crusher walks into the garage a moment later, wanting to check in, since he and his family were being spied on just like Pat. He can't wait to catch these peepers, as it'll be relief to cut loose after being on a leash for so long. He asks where Pemberton is, and Pat explains how Beth tracked the feed to a mine in Utah. The radio crackles and he picks it up, greeting Ultra-Humanite. The search is terrible as he's hit another dead end. Beth thinks the signal is being masked since it's bouncing all over the place. Crusher picks up a piece of equipment and whispers what this is, and Pat whispers back to leave it alone. Ultra-Humanite is heading back unless Beth locks onto another lead. Pat tells him to be careful and he'll see him in a few hours.

At the Whitmore-Dugan House, Pat tries calling Mike's cellphone, though he doesn't pick up. He tells the family that he still isn't answering his phone. Courtney puts her phone away, since Jakeem isn't answering either. Yolanda asks where they could possibly be. Pat sighs that Mike told him he was going to spend the night at Jakeem's and that Jakeem told his mom that he was spending the night here. Yolanda wonders if they think the Mahkents did something to them. Pat, begins to worry if they found out that Mike killed Jordan, but Ultra-Humanite then cuts him off. Mike and Jakeem lied about where they were before everything with those Norwegian frosted freaks went down. So they boy were already off doing whatever they set out to do. Pat still has to be sure that the Mahkents are not involved and Barbara agrees. Courtney nervously says that Beth tracked the receiving signal from the spy cameras to the Mahkent house. They're the ones who've been watching them, so they have to be involved. Ultra-Humanite isn't convinced, as they've been set up before. She looks at him curiously. He tells her to think about it -- at the exact moment she and Cameron were trying to bury past demons, Beth suddenly cracks into info that points the rest of the team at the Mahkent house like a gun, making everything go boom. He's betting one of his red boots and one of Pat's puffer vests that the signal Beth found was a fabrication. Someone is trying to distract them. Yolanda questions that if the Mahkents haven't been watching the ones watching them, then who's left.

Pat and Ultra-Humanite pull up to the Mahkent house in Ultra-Humanite's mustang. Ultra-Humanite parks the car and tells Pat that not bringing the staff is a mistake. Pat reminds him they aren't here to fight. Ultra-Humanite thinks they're here to die, then, earning a sigh from Pat. He apologizes as he knows Pat's worried about Mike, but he's worried about Pat. These people are evil. They're the worst of the bunch. They could kill them the second they step on the front porch Pat doesn't care, because if Mike's in there, he wants to know about it right now. If he's not, then they still got a chance to calm the waters before any more blood gets spilled. They need to try. They approach the house as Pat reminds him that, no matter what they say, or do, to follow his lead, and to check his temper like Rick should've done. Ultra-Humanite tells Pat that he's got it. They knock on the door and Sofus appears, confused by their presence. Pat asks if he feels alright, and Sofus tells them to come in. Once the men cross the threshold, Sofus looks around outside as if making sure no one else is around.

The trio convenes in the living room where the fight took place, the couches back in their usual spots. Sofus remarks that he offer them some tea, but he's in no shape to make it. Pat and Ultra-Humanite sit down and Pat immediately asks if Sofus has seen Mike. Sofus hasn't, but asks if they should have. Pat presses that after everything that's happened, he wants to know if they've done something to his son and his friend, Jakeem. If Sofus felt better, he'd be angry at the allegation that he would hurt a child. Ultra-Humanite scoffs that he just tried to freeze-dry a bunch of kids, calling him Grandpa Frostbite. Pat looks over at him and Ultra-Humanite apologizes quickly. Sofus then says yes, he was, but they were defending themselves, and calls him Starman. Pat questions where Sofus's wife is. He explains she went out to pick up some things for his recovery. Pat's glad he's doing okay, but Sofus sighs as this never should have happened. They brought their son to this country to escape what they faced back home. He tells Pat and Ultra-Humanite that they don't understand what their family has endured over the centuries. They've been hunted because of what they could do. Fathers, mothers, even children burnt alive like witches. Pat tells Sofus that they don't want to hurt him, offering to put an end to this feud. Sofus reminds Pat he killed their son. The why, and the how doesn't matter. That there's no coming back from that, not for his wife. He suggests Pat should take his family and friends far away from Blue Valley, or to come for them as others have before. Ultra-Humanite would love to take a shot at him. He reaches out his fist to Pat for a fist bump, but Pat merely looks over at him. Sofus suggests they go now, before his wife returns and kills both of them where they sit. He tells him to go, please. The men stand and leave the home as Sofus sits on the couch, looking pensive.

At The Pit Stop, Ultra-Humanite and Pat are working on S.T.R.I.P.E.. Pat will hit the sky to see if can find any clue up there. He's about to get into the robt when the door opens, with Mike and Jakeem running in. Mike calls out for his dad, who asks where they've been. Mike explains they were in the woods. Pat hurries down the ladder to hug him. He makes sure they're both all right, ensuring they are. They got a lot of folks worried, asking if they know that. They do, and Jakeem tells Pat and Ultra-Humanite they found a monster in the woods. The adults question the statement, with Ultra-Humanite asking if it was Grundy. Jakeem blurts out it was a huge mutant gorilla. The men exchange a worried look, as Mike continues that it was a white one. They recognize the key words of a white gorilla. Jakeem asks if they know what it is, and they do. It's one of the most dangerous things that the JSA ever faced.

Courtney returns home after her meeting with Cameron, finding that Beth, Yolanda, Mike, Jakeem, Barbara, Pat, and Ultra-Humanite, still posing as Sylvester, are gathered. Barbara asks if she's alright, and Courtney says that she's fine. Pat asks about Rick, but Beth hasn't heard back from him yet. Pat scoffs that he needs to get his head on straight, because the man that Mike and Jakeem found, he's worst threat they can imagine. Mike reminds Pat that the creature isn't a man. Ultra-Humanite says that he used to be. When the Justice Society first formed, there was a scientist, though the didn't know his real identity. He just went by "The Ultra-Humanite", but he went by a lot of other names. When they first met, he was just another criminal until he escaped the JSA by putting his brain into the body of an actress name Dolores Winters. Pat knows it sounds like a science-fiction horror movie, but it's exactly what happened. Barbara is stunned over him putting his brain into Dolores Winters, the famous actress. Jakeem asks how could he do that, with Yolanda suggesting magic. Pat reveals it was surgery, with a little help from Dragon King. They don't even know if the scientist body they first met him in was his original one. Anyway, he assumed Dolores Winters' identity and fooled everyone. Pat adds that Dolores went on to win an Oscar, which Beth knows is for "Remembering to Forget", as it's one of her mom's favorites. "Sylvester" reveals that the Ultra-Humanite had been in Dolores' skull for over a year by then. Jakeem realizes that he won the award, with Pat confirming. "Sylvester" adds that when the JSA found out the truth about Winters, the Ultra-Humanite sought out a body strong enough to destroy the JSA. So he and Dragon King stitched that mutated ape together and put his brain in it. "Sylvester" thinks that has to be the one who sucker-punched him back at The Gambler's trailer. Mike thinks that's probably who killed The Gambler, too. "Sylvester" confirms that would be his M.O., with Barbara wonder what he wants. Aside from revenge against the JSA, "Sylvester" admits it's anyone's guess.

Courtney suggests the Ultra-Humanite is the next Eclipso. Pat asks what she means by that. He's the next great evil that has to be stopped by all of them. That's what she was talking about when she said they had to come together - the Crocks, Cindy, and hesitantly, now the Mahkents. If this villain is as powerful as they say, it'll take everyone to stop him, including the Mahkents. Yolanda knows Courtney wants to help Cameron, but Courtney cuts her off. This isn't just about helping Cameron, it's about all of them. Good and bad have come together before, and they can do it again, and get another new start. "Sylvester" thinks she might be right. Pat insists it's gonna take each and everyone of them, though, working together. One-by-one, the teams agree on the decision - first the Young All-Stars and then the JSA.

Courtney concludes that the Ultra-Humanite killed The Gambler, destroyed his trailer, and stabbed him in the heart with his claw. Mike didn't see any claws, so it's more likely it was his teeth. Jakeem adds they were big and sharp. Courtney dismisses the teeth, as however he was killed, this is exactly why she's been asking everyone to work together. Whether someone belongs to the JSA or the ISA, their town needs them again. She knows putting the past behind them has been challenging for everyone. Ultra-Humanite, still posing as Sylvester, cuts her off, admitting that it's especially hard for him. Pat reassures him that he's working at it, and that's what matters. Courtney agrees as they've made progress - the Crocks are with them, and she thinks they can get Cindy back on board. Yolanda questions why they're bothering with Cindy again. It's because she's already on the hunt for the Ultra-Humanite, so she might know what he's up to. Jakeem admits that Cindy seemed pretty firm on working solo. If history has taught Pat anything, it's that whatever grand plan the Ultra-Humanite might have, it'll involve hurting a lot of people, including them. This "ain't no Donkey Kong". "Sylvester" chimes in that if they don't stop him, it'll be game over, imitating a losing video game sound from 1981. While Mike and Jakeem laugh, the rest of the team force smiles. Pat tells "Sylvestser" that he doesn't have to make a joke on top of every joke he does. "Sylvester" smirks that it's called banter - all superheroes use it during stressful situations to defuse tension. Pat knows, but it just seems like he always has to get the last work in on him. Ultra-Humanite doesn't know what he's talking about, and Pat points out that he's doing it right there.

A silence falls over the room. Ultra-Humanite asks if this is what he wants - no banter, just an overly serious conversation that scares the hell out of everyone. Barbara tells the guys to stop, and Pat apologizes to Barb. Ultra-Humanite does the same seconds later. Courtney shakes it off as banter aside, they need the Mahkents too. They need Cameron. Mike smirks that she means that she does. She ignores his comment, insisting he's as powerful as his father was. Mike worries that if they team up and then the Mahkents will put him on ice when they figure out that he ran their son over. Courtney assures him they won't, admitting they think she killed Jordan. Everyone questions this, but she dismisses it as not being important. A pounding on the front door casts a silence over the room. Courtney starts towards the door, with Pat telling her to be careful. She opens the door and is surprised to see Artemis Crock on the other side. She asks if Courtney has seen her parents.

Later, "Starman" walks the property of the Etter Produce Farm, entering the barn with the staff. It warbles as he enters. He looks around, telling the creature to "come out, come out, wherever you are". He taunts the damn dirty ape. His comms ring and Courtney asks if he can hear her. She's been trying to call him. The reception is spotty out here, and he asks her what's up. She admits they found the Crocks, or what's left of them. Starman assumes it was the Ultra-Humanite, but Courtney states it wasn't. She looks over at the dining table where Pat is comforting Barbara. She then tells him that Icicle's back. The news lands hard for Starman, who thought Icicle was dead. He's already gone public, showed up at The American Dream, so they need to regroup. Starman goes quiet as the staff warbles in the background. She questions if he's still there, and he whirls around, screaming as he blasts the barn with a stream of heated cosmic energy. The barn goes up in flames, smoking billowing into the air.

Once he returns to the Whitmore-Dugan house, he swipes objects off the table in the basement. Pat tells him to calm down, but a raging Ultra-Humanite refuses. He's taking Icicle out the first chance he gets. Pat reasons that executing him is not the way to handle it, but Ultra-Humanite shouts back that the creep killed him. Pat knows, because he was there. Ultra-Humanite flips a table over. Jordan Mahkent put him in the ground. Pat buried him, and he doesn't want to do it again. Ultra-Humanite ignores him. All this talk about unity and second chances, they gotta draw the line somewhere, and Icicle is it. Pat wants to act together as a team, but Ultra-Humanite asks why they should bother. Pat tried that before and Icicle is, surprise, not dead. Pat reassures him that he, and everyone else, thought Icicle was dead. Ultra-Humanite cruelly reminds him that he should have made sure, and he's gotta check his work. If he had, none of this would be happening. Pat's just saying they have to have a plan. There's a way to take care of Jordan Mahkent and handle the Ultra-Humanite. They're sworn enemies and they can use that to their advantage. Ultra-Humanite, in disbelief, hopes Pat isn't suggesting they lean into this nonsense Icicle's been spouting off about teaming up and letting things go. He shouts that it's bygones, his ass. That's not what Pat is saying. Ultra-Humanite cuts him off and tells him what the plan is. He's taking out Icicle himself whether anyone approves of it or not.

That night, Ultra-Humanite leans on the porch railing and Pat joins him. Courtney should be here any minute. Ultra-Humanite remarks that she has to agree to this, she just has too. Pat shakes his head as she doesn't have to do anything. Courtney walks up the steps, asking what it is she's supposed to do. Pat says they're just talking. Ultra-Humanite admits he wants to go after Icicle. Courtney, tired, says Jordan wants to work together. Ultra-Humanite scoffs, they all know that's a lie, but she wonders if it isn't. Ultra-Humanite lets out a sigh, telling Courtney that after everything she's been through since she picked up that staff, he wonders how she can be so naive. Pat protectively starts to tell Ultra-Humanite something, but is cut off. Ultra-Humanite's just saying that Jordan's just playing them like he always has. If he's sworn enemies with the Ultra-Humanite, then Jordan Mahkent is using them to save himself from that monster. Hell, for all they know, it came back to Blue Valley looking for the ISA, not them. He steps closer to her. After all the support he's given her, he's asking her to let him take the staff and face the man who killed him and his friends. Courtney looks up at him and then over to Pat.

Decades ago in Los Angeles, California, a man presents the award for Best Actress to Dolores Winters for "Remembering to Forget". She crosses the stage, takes the award, and thanks Mr. Colman, who congratulates her on the win. She turns to the crowd. She doesn't know how to express her gratitude or how this even happened, really, but here the award is in her hand. She jokes that it's heavier than she imagined, making the crowd laugh. As actors, they are called upon to lose themselves in a role, and she could not have dreamed for a better character to become lost in. She thanks them and loves them all. The clapping echoes through the room and into a house, where Dolores pours the last of her alcohol into a glass. She shoves the bottle back in the ice bucket.

She walks across the room proudly to her trophy. She looks at her reflection and muses that she did it. A man suddenly arrives, praising Dolores for it's quite a triumph. His presence surprises her, as the party is long over and everyone has gone home. She thinks he should leave, but he was hoping they could talk. She has a friend on their way who will be here any minute. He's madly in love with her. She laughs as he's drunk, telling him to go home. He refuses to waver in his proclamation. When he looks into her eyes, he sees an actor, always acting. Even when the camera aren't rolling he sees a woman hiding, pretending to be something she's not. But he won't judge her. He begs her to show him who she truly is. She picks up the trophy and smashes it over his head. He crawls away in fear. She shakes her head as he really saw her in here, which is unfortunate. She lets out a shout and leaps onto his body, attacking him mercilessly with the trophy, bashing his head in. She growls over his body, smiling as she stands.

A voice behind her tells her she dropped her trophy. She smirks to Dr. Ito that he's late. He gives her a handkerchief that she uses to dab the blood splatters on her face. He asks who the man was. She dismisses it as someone who was getting too close. Like the Justice Society is. They picked up on her trail again. She needs a new body, which makes Ito chuckle. Given the JSA and their inevitable confrontation, he's been making a few improvements of his own. He shows her his arm, which is beginning to show green reptilian scales. She notes his intent on earning his name, Dragon King. He could do the same for her, but she has another idea in mind. She gives him a flier for "Greatest Adventure Congo Bill Captures Fabled Albino Gorilla". A body powerful enough to destroy the entire JSA after a few modifications, of course. He thinks it's an intriguing choice and is almost jealous. She looks at the scars on her scalp in the mirror, remarking this will be fun.

In the present day, Ultra-Humanite is still in the body of Sylvester Pemberton. He visits Ripped City where Artemis Crock is holding a bat while looking the mirror. She asks what he wants, and he's just seeing how she's holding up. He asks what she's planning here. She's going to kill Jordan Mahkent. He knows every fiber in her being wants to find that Nordic freak and smash the smug look off his face. But there's a future her parents wanted for her, and it's not prison. If she wants to honor her parents, she should go to college and be the star they raised her to be. She's mad Jordan Mahkent just gets a pass. He assures that her that hell no, he's going to kill Jordan for her.

From there, he visits The Pit Stop to talk with Beth and Yolanda about updates regarding the Ultra-Humanite. Beth has been tapping into the satellite feeds to search the woods around Blue Valley for the Ultra-Humanite. But now that he's burned down the barn, she thinks he's taken shelter somewhere new. "Sylvester" remarks his bad, and asks about Rick, who still isn't answering anyone's calls. Yolanda asks about Courtney, but he didn't tell her they were meeting because she already knows the plan. He's going to face Icicle himself. Yolanda wants to come with him but he refuses. Jordan's stronger now which means he's too dangerous. Yolanda reasons that with Cameron and his crazy grandparents, Jordan won't be alone. Ultra-Humanite knows he will be, since he dropped a bug in the Mahkents' living room when he and Pat were there. Cameron and his grandparents are going to a vigil tonight for his art teacher, Mr. Deisinger. Apparently, he's been missing for days. The girls questions what happened. Ultra-Humanite is guessing it's not good, since the Mahkents and the Ultra-Humanite are running around. But this means Jordan Mahkent will be home alone tonight, until he shows up for their little chat. Yolanda asks if he's sure he doesn't want their help, and he does, actually. He walks to the S.T.R.I.P.E. armor, looking to the girls. When the JSA died, they left family members behind. Sandman has a nephew, The Atom a son, Green Lantern's kids, Jennie and her brother. But there are other JSA members whose bloodlines died that night. He turns to look up at the armor. Heroes like him who had no families to pass their legacies onto. Mr. Terrific, Dr. Fate, The Spectre, Flash, and others who shouldn't be forgotten. He looks to the girls as he's asking both of them, when this is all over, to go find someone like themselves, someone worthy of taking one of these mantles on for their own. To keep his friends' legacies alive. Beth remarks he's talking to them like they're never gonna see him again. He smiles for her not to be silly. He'll catch up with them later. He leaves the Pit Stop as the girls look after him then to one another.

Pat jogs down the steps to the basement where Sylvester is waiting, dressed as Starman. Sylvester notices Courtney took the staff. Pat explains she went looking for him, and ignores his friend's question on when she'll be back. They decided they're not going to let him go alone. He's tried to be diplomatic, but it's not Pat's decision to make, it's his. Pat argues that Jordan's more powerful than ever, as Beth still doesn't know what Jordan did with the Crocks. With all due respect to the dead, Sylvester's not the Crocks. He can protect himself, he shouldn't even have to say that. Pat states he needs their help. Sylvester angrily swipes everything off the table. He doesn't want their help. Sylvester cruelly asks if he has to spell it out for him. Just look at him, he put a bunch of kids in harm's way to make himself feel important. Pat knows that's just not true, but Sylvester argues that it is. The only reason they respect Pat is because they weren't there to see what an ineffectual loser Stripesy really was. He was a laughingstock, the joke of the entire JSA. Pat, hurt by the words, wonders why he's saying this to him. Sylvester's tried to let this go, but he can't. He steps closer to Pat. The hard truth is that the night the JSA went up against the ISA, Pat wouldn't stop calling Sylvester on the radio. Then he came back when Starman ordered him to stay away. Pat distracted him during the most important fight of his life and got him killed. He shoves Pat as emphasis. Sylvester's not gonna let it happen again. Stripesy's no hero - not then and not now. He's just a sidekick. Pat looks up at his best friends face, grimacing in pain.

Sylvester stalks out of the basement and finds Courtney by the door. She heard them down there, all of it. He coldly tells her that it is what it is. Courtney steps closer to him. Since the day she found the Staff, he's been her hero. She nervously admits that she even thought he was her father for a while. But when Brainwave came after her, it was Pat who saved her. And when Cindy hurt her, it was Pat who got her to the hospital. When her dad came to take the locket and she was absolutely crushed, Pat was there for her too. He's been there for her every time she's ever needed him. She emotionally tells Sylvester that's Starman's not her hero. Pat Dugan is her hero. She was so disappointed when she found out he wasn't her father. But she thanks God every day that Pat is. Sylvester doesn't acknowledge her comments. He just needs the staff. She tearfully holds her ground, as she's not giving it to him. He holds out his hand and the staff whirls to life, flying into his grasp. She looks up astonished and tries to pull Cosmo back, but Sylvester tells it no and to stay. She might have swayed the staff to herself before, but deep down, she knows it belongs to him. She's not worthy of it. She looks at him in shock. He'll be back when he takes care of Icicle. She tells him to stop but he barely apologizes as he leaves the house, slamming the door behind him.

Pat walks up the steps of the Mahkent residence, readying himself as he rounds the corner. He pushes open Cameron's bedroom door, though the room is empty. "Starman" pulls him back into the hall, angrily questioning why he's there. Stripesy knows what he's doing - saying what he said, taking out S.T.R.I.P.E., but he's not letting him do it alone. Ultra-Humanite states this is his fight, but Pat doesn't think it has to be. The reason Ultra-Humanite thinks he was brought back from the dead was to fight another man back from the dead. To avenge the JSA, to fix his mistakes. He's the reason the JSA died. They should have come back instead of him. So if he dies making things right than he dies. Pat doesn't want him to say that. Ultra-Humanite believes this is his destiny, but Pat thinks it's his destiny too, than. "Sylvester" is Pat's friend, his partner, and he's not letting him do this alone, and that's it. After a moment, Ultra-Humanite starts to talk about everything he said back there. Pat knows and tells him to forget it, as they have to do this. The two walk down the hall, passing the Mahkent family crest.

Stripesy opens the door to the Mahkent living room. Behind him, "Starman" stands, scars showing from just beyond his hairline. He strikes Stripesy over the head with the staff, knocking him out. He stands by the body as Jordan emerges from the side. He asks what they do now. Ultra-Humanite smirks that he'll take care of him. He smiles as this will be fun.

Pat wakes up in the woods surrounded by dirt. He's in a grave with his arms restrained behind his body. Ultra-Humanite stands above the grave. He commands an upset Cosmo to be stop it now. He commands it to power down and it does. Pat asks how he controls the staff, and Ultra-Humanite smirks that he's Starman. Well, he's Starman now. As Dolores Winters said in "The Confidence Game", he's been had, kiddo. He laughs and picks up a shovel, throwing dirt into the grave on top of Pat. Pat puts the pieces together, realizing he's the Ultra-Humanite. He asks about Sylvester. Humanite reveals that Dr. McNider was right about the cosmic energy preserving the body, but Sylvester's brain is long gone. He reminisces about having so much fun together in the old days. Star-Spangled Kid and Stripesy alongside the Seven Soldiers of Victory. Pat asks what the hell he's talking about. Ultra-Humanite knows he remembers. After Ted gave "him" the staff, it was Starman and the JSA. Those are the big leagues. Now, Starman and S.T.R.I.P.E. - they made a real team again, and these were great times. He's sad they won't have that anymore because, as he emotionally says, Pat's his friend, his brother. He's sorry it has to end like this. Pat shakes his head and he's not Sylvester. Humanite chuckles and snaps out of the emotion, realizing he's right. Sometimes he just gets lost in the role and just forgets. He shovels more dirt into the grave, including over his face. Pat shouts out for him wait a second, to hold, stop it, as he doesn't have to do this. He talks to Sylvester, telling him he's his friend. Humanite nods as that's right, and Pat smiles a little. So it doesn't have to happen like this. He asks "Sylvester" to help him out of there. Humanite nods and puts the shovel down He crouches down by the hole as Pat encourages him to just grab onto him, remind him that he can do it. Humanite struggles for a moment then smiles, as that was good, really good. Pat almost had him there. He chuckles as he goes back to the dirt. Pat remarks that he's insane. Humanite knows and throws more dirt in the hole.

He looks at the sky. It's a beautiful night. For decades, he enjoyed being in that beast that's been roaming these woods. Just the raw strength helped him survive the JSA attacks, one after the other. But being in that monster, he had to stay hidden. He grew tired of hiding. He missed the adulation that Dolores Winters got. He wanted that again. He knows Jordan and Dr. Ito may have other plans, but for me, that's what this is all about. So after the operation, he did some traveling. He did he research. He shovels as he remembers talking to almost everyone Pat knew, from his landlord in Van Nuys, to Mike's mom at the diner. When he finally made my way to Pat , he was more than ready to play that role. He was accepted back so quickly because everyone worshipped Starman, especially Pat. But he had to cement that acceptance. So he made him a victim with the help of some friends. He recalls landing in a clearing where Jordan and Ito, who is in the gorilla body, are standing. That's when he was attacked outside of Sharpe's trailer by Ito. Now, Humanite reveals that Pat brought him into the circle of trust. Pat brought him closer to Courtney, and more importantly, to his ultimate prize, the Staff. He remembers standing in the basement of the Whitmore-Dugan house when Courtney decides to share the staff with "Sylvester". It drifts towards him and he holds it. Now, Humanite admits he not only bonded with all of them, he bonded with it. Thanks to Courtney, the bond with the Staff is now complete.

At the same time, he had to make sure Courtney's friends stayed out of his way because if anyone saw through his disguise, it would be Cindy Burman. So he used Yolanda to push her away. He recalls talking to her in the diner and telling her that the way she won't let Dragon King's kid off the hook is very Ted. It's good judgment. He flashes to talking with Rick, Beth, and Yolanda in The Pit Stop, where he urged Beth to cut off her parents to keep her distracted. He tells Beth that the first rule he has is protect the family. Humanite chuckles over Rick, as he's Rex Tyler's angry little brute. They all know what Rex went through before he set a limiter on that hourglass. He would hate to be Rick right now - he must be in a world of pain. Finally, Pat's son. He told Mike to go prove he could do what Pat said he couldn't. Humanite put Mike and his inept friend with the pen in harm's way. That worked out great. It all worked out, and so will the rest of their plan. He asks if Pat wants to hear Jordan's endgame, but silence follows. He calls out for Pat and than looks down at the grave, which is full. He says bye to Pat and walks away, leaving the unmarked grave.

Nine months ago, Sylvester Pemberton's grave is disturbed by the Voyeur and Dragon King. Jordan gives Dragon King the shovel, demanding that he did. They take Sylvester's body to the underground tunnels, in one of Dragon King's lairs. Dragon King injects Sylvester with a serum that wakes him from his stasis. He gasps back to life and the Voyeur pulls off his mask. Sylvester sees Icicle, who greets Starman again. Sylvester asks what he's doing. Jordan leans close to Sylvester, calling him a friend. He's been in the ground for a long time, but he is needed again. Because a hero like him is someone who is already trusted, respected, and beloved by the public. Americans will listen to him in a way like nobody else. If he gives them suggestions, or orders, even, they will do whatever he says. He imagines they'll even vote for President Pemberton. Dragon King thinks it has a nice ring to it. Leaning even closer, Jordan wants Sylvester to be his mouthpiece. Sylvester nods that it's a great plan, but there's one problem because he'll never work for him. Jordan taps his victim's forehead, knowing how strong-minded he is. That's why they're going to remove it. From the table next to Sylvester, the Ultra-Humanite growls and grumbles. Dragon King clarifies that the Ultra-Humanite will get Sylvester's body, and then Dragon King will get Ultra-Humanite's, in his continuing quest to become something greater. Dragon King turns on the saw as Sylvester begs them to please wait. He asks what they did to Stripesy and where Pat is. Dragon King ignores him as he cuts into Sylvester's head, causing the man to scream in agony.

In the present day, Jordan uses Cameron to lure Courtney and the JSA to Zeek's Junkyard under false pretenses. The JSA arrives but stops when they see Icicle, "Starman" who wields the staff, and Sofus, Lily, and Cameron waiting for them. Icicle greets Courtney, though Cameron barely meets her gaze. Icicle stands alongside his family and "Starman" tonight, here on neutral round, with only good intentions. Stargirl asks where Pat is. "Starman" is sorry, but she's gone. Pat came to see him after Jordan and he settled things. He apologized and tried to convince Pat to join forces with both of them, but he refused. He went into the woods alone, looking for the Ultra-Humanite, who killed him. This lands hard with Courtney. As she processes, Icicle tells her that if they're going to get any justice for Pat, they need to team up. She doesn't believe anything he says. "Starman" knows he was harsh earlier, but Stargirl cuts him off. They're both lying, and Sylvester has been lying since he came to Blue Valley.

Cameron chimes in for the first time, as he wouldn't lie to her. He's sorry about Pat, he's so sorry, but the only thing they can do now is work together and stop that monster before it hurts anyone else. Stargirl struggles for a moment until a whooshing sound gets everyone's attention. From the sky, S.T.R.I.P.E. appears, landing behind the JSA as his boosters burn into the ground. The motor revs and Stargirl questions if it's Pat. It is him, but that's not Sylvester, it's the Ultra-Humanite. The team turns back to their enemies. Ultra-Humanite rhetorically shouts out if Pat's kidding him, and angrily questions why Stripesy won't die. He shoves past Icicle and blasts S.T.R.I.P.E. with the staff, sending the robot tumbling away. He takes to the air after S.T.R.I.P.E. Lily steps forward as now, the wicked children will freeze. She summons ice to her palms and the JSA assumes their fighting positions, starting the Battle of Blue Valley.

Ultra-Humanite sends blasts of cosmic energy towards S.T.R.I.P.E., causing a car to explode. He lands four blasts on the robot and then pauses for a moment to muse that Pat has a lot of heart. He doesn't know how Pat dug himself out of that grave, but he's going to wish he hadn't. Pat flicks switches and knobs from inside the pilot's chair. He doesn't like looking at Ultra-Humanite and seeing his best friend's face. So he's going to knock it off. He extends his fist and shoots it at Ultra-Humanite, who twirls the staff into a shield that ricochets the punch. He takes into the air and attacks S.T.R.I.P.E. from above, shooting beams of energy as he lands atop a car. S.T.R.I.P.E. picks up a car and throws it at Ultra-Humanite, who spins the staff again, this time throwing it. The staff slices the car into two pieces that fall on either side of its handler. It hits S.T.R.I.P.E. in the chest and then boomerangs back to Ultra-Humanite's waiting hands. He grips either side of the horizontal staff and flies forward, pushing the robot into a car, triggering an explosion.

Ultra-Humanite tells Pat none of this had to happen. This all could have been so easy. Pat tries to recover as he flicks switches inside S.T.R.I.P.E. Humanite continues to monologue his original plan of Courtney giving up the staff, her friends following him, and them changing the world with Icicle for the better. For Pat's family, too. This could have been perfect for everyone. But Pat couldn't just stay in his lane and just stay dead. He had to fight back. So now, all of them are going to die. Because he will not stop being Starman - ever. He slices through S.T.R.I.P.E.'s chest plate, sending sparks everywhere. He yanks Pat out of the robot, throwing him into a car. He laughs maniacally that there's no more robot.

Ultra-Humanite laughs as he shoots energy near Pat, who seeks shelter behind a car. Pat tries to crawl away from the Ultra-Humanite, who twirls the staff happily. He points it at Pat, ready to end this for real this time. He tells Pat goodbye and the staff shifts color to orange, glowing brighter. Stargirl runs in shouting to distract Humanite. She firms says the staff doesn't work for him. Cosmo sputters then shuts down, going dormant in Ultra-Humanite's hands. She readies herself as they rush toward one another. She flips out of the way of his attack and lands, grabbing the staff. It lights up in her grasp and then goes dormant for a moment. She uses it to sweep "Starman" off his feet, though the man recovers with a flip. She swings at him but he grabs the staff, locking onto it with one hand. With his other hand, he tries to take the staff from her by sheer will. The staff jerks and the two warring handlers lock into place with the staff, pushing against one another as they try to pull the staff to their side. A battle of will commences as she tells Ultra-Humanite that he is not worthy. They groan as they push onto the staff. It sends out a blast of energy that sends them flying away from each other. Cosmo stays between them.

Stargirl flips through the air and lands on her feet in a crouch, while Ultra-Humanite skids across the ground. She looks up and triumphantly says, "but I am". She holds out her hand and Cosmo rushes to her grasp, reuniting with its true handler. The pair rise up from the ground slowly, sparks flying from the exploded car. She gives a confident smirk and raises the staff to her side. Pat stands up in pain as he looks at her. Ultra-Humanite watches in anger. Stargirl stands and looks at Cosmo, who warbles. She remarks that she missed it too. Her smile falls as she looks to her enemy, readying herself for a fight. Pat stands in front of Stargirl as Ultra-Humanite stands. Pat looks to Stargirl and nods. The girl runs off and Pat glares at Ultra-Humanite, taunting him as he doesn't have the staff anymore. The men barrel toward one another and fight hand-to-hand, exchanging heavy-hitting blows.

He shouts that Pat's supposed to be his friend, pushing him against a car. Pat snaps back that Humanite's not Sylvester and punches him to the ground. They lock in a punching match, though Humanite gains the upper hand. He hits Pat to the ground with another punch, and he falls. He sees a rock a few inches away and grabs it. He swings the item at Humanite, striking him across the head with enough force that the rock splinters, knocking Humanite unconscious. Pat stands above him bloody, in pain, tired, yet victorious. He looks down at the body of his friend.

After the fight, Ultra-Humanite is taken to the Blue Valley Medical Center, Dr. Charles McNider scans Sylvester's body with his sunglasses. He tells Pat and Courtney that Sylvester's body is still perfectly fine, but there was a brain bleed that has left the Ultra-Humanite's mind irrevocably damaged. For all intents and purposes, he's brain-dead. Courtney asks what they should do now. Pat tells her they don't worry about the Ultra-Humanite anymore. But she means about Sylvester and his brain. Pat reveals that Humanite said it was gone. Of course, he lied to them every moment of every day. He meets Courtney's gaze. He decides to keep him on life support, just in case.

Over the next decade, the JSA shuts down the Ultra-Humanite and returns Sylvester Pemberton to life.

## Personality

Ultra-Humanite is an intelligent and dangerous individual who uses his brilliance to outsmart his enemies. He masters the art of transferring his brain into other bodies, essentially stealing his victims lives. He uses his intellect to mirror their mannerisms, learn intimate details of their lives, and trick those around him into believing his reality. However, Humanite's experience as the actress Dolores Winters greatly shapes his personality, as he grows to love and crave the adoration she receives. He learns incredible acting skills that allow him to win an Oscar as Dolores in the film "Remembering to Forget". He is always acting, plotting, and scheming, even when not in the presence of those who could out his identity. He callously murders a man who professes his love for Dolores, effectively smashing his skull in with the trophy. Humanite then dismisses the act as if it's trivial, going onto list his needs and wants to Dragon King. Humanite is a narcissistic individual who craves attention, power, and revenge against those who dare to stand against him.

Looking to feel the adoration he once felt as Dolores, Humanite conspires to transplant his brain into the most notorious superhero, Sylvester Pemberton/Starman. Once assuming Starman's body, Humanite invades the lives of Pat Dugan and the new JSA. However, despite assimilating by doing "nice houseguest" traits, Humanite exhibits extreme anger issues that threaten his overall plans. He has outbursts that are against Sylvester's normal persona, which include attacking the Crocks or Shade in public, Humanite than uses emotion to manipulate Pat or Courtney into believing his true identity. He makes himself appear as the victim or a man suffering from immense internalized survivors guilt. He plays off their sympathy and empathy, using it to further his true agenda of bonding with the staff. He perfectly entwines himself in the lives of the JSA, even carefully distancing Courtney from the group. He uses his knowledge to trick them into going down bad paths. He purposefully has Rick remove the limiter in his hourglass knowing the side effects would be excruciating, manipulates Beth into separating from her parents which causes emotional turmoil, and uses Yolanda to keep Cindy at bay.

## Physical Appearance

The Ultra-Humanite has many forms because of his tendency to transplant his brain into other bodies. The JSA first met him in the body of a male scientist, though to escape persecution, Humanite assumed the identity of Dolores Winters. She was a beautiful woman with fair skin, brown hair tied back in a bun, brown eyes, dark red lips, golden earrings, and wore attire appropriate for the time. He then assumed the body of an over ten-foot tall white albino gorilla, who was genetically mutated to walk on two legs. He had a leather vest with gold bars on the sides. His pure white hair was bald on the top, with his beard placed in three braids. His teeth were abnormally large and spiked. Nine months ago, his final form was Sylvester Pemberton, a handsome man with a pale complexion and an athletic build standing at 6’4”. He has a beard, blue eyes, short hair on the sides and long slicked back hair on the top.

## Powers

### Former

* **Gorilla Physiology:** The Ultra-Humanite's brain was once in the body of a mutated albino gorilla. As such, he possesses superhuman strength. As a mutant gorilla, his strength and size are well above normal gorilla capabilities, as just his mere footsteps cause the ground the shake. However, after taking his brain out of the giant ape and replacing it with Dragon King’s brain, The Ultra-Humanite no longer possesses these powers.

* **Abilities via The Cosmic Staff:** When wielding the Staff, Ultra-Humanite is granted special powers.
	+ **Flight:** While using the staff, Ultra-Humanite can fly. With his "Shooting Star" technique, he can launch himself very high into the high.
	+ **Stellarkinesis:** Ultra-Humanite can create and manipulate stellar energy generated by his Staff to use against his opponents.
	+ **Altered Physiology:** From repetitive usage with the Cosmic Staff, the body of Sylvester Pemberton became a conduit for the cosmic energy within the staff. Overtime, he became imbued with the energy and it altered his physiology. The altered physiology allowed his body to remain intact after his death, allowing Ultra-Humanite to take advantage of the body and implant his brain into Sylvester's body.
	+ **Accelerated Healing Factor:** As a result of being absorbing the cosmic energy, the body of Sylvester Pemberton can heal his body at an accelerated pace, beyond that of any human. After being brutally ambushed at The Gambler's RV, Ultra-Humanite's newest body endured non-fatal wounds which began to heal within the day.

## Abilities

* **Intelligence:** The Ultra-Humanite was a brilliant scientist who mastered the art of brain transplants, using it to avoid his enemies for decades. He assumed the identity of actress Dolores Winters, transferring his brain into her, with help from Dragon King. Assuming her identity, he won an Oscar for his performance in "Remembering to Forget."
* **Master Actor:** Due to spending so much time in Dolores Winters’ body The Ultra-Humanite became an incredibly skilled actor. He later used his acting skills to his advantage to fool the JSA into thinking he was the real Starman.
* **Peak Physical Condition:** While in Starman’s body The Ultra-Humanite was in phenomenal shape. He was able to grab Pat Dugan and throw him a considerable distance with one arm.
* **Master Martial Artist:** The Ultra-Humanite was an extraordinary martial artist. He was on-par with Sportsmaster, who was one of the best fighters in the world, and Tigress, a skilled fighter.

## Weaknesses

* **Temper:** Ultra-Humanite was an impulsive and violent individuals, even while playing the part of Dolores Winters. However, as a result of "playing Sylvester", Ultra-Humanite developed an incredibly short fuse to things he believed would upset the real Sylvester. The sight of the ISA portrait caused him to brutally blast the portrait with the Cosmic Staff. He later attacked Larry and Paula in public at a grocery store. But the previous two scenarios could have also been caused by Ultra-Humanite’s hatred of the ISA. It’s this quick temper that has caused the Ultra-Humanite to make rash mistakes that almost had severe repercussions. It’s this temper combined with his powers and fighting abilities that makes him extremely dangerous to everyone around him.
* **Traumatic Brain Injury:** After putting his brain into the body of Sylvester Pemberton, Ultra-Humanite became susceptible to traumatic brain injuries. Despite his rapidly healing body courtesy of the cosmic energy within Sylvester, Humanite's brain did not develop the same regeneration factors. Instead, it was left vulnerable, and a blow to the head by a rock created a brain bleed that ultimately, rendered Ultra-Humanite brain dead and killed him not long after.

## Equipment

* **Cosmic Staff:** After implanting his brain in Sylvester Pemberton's body, the Ultra-Humanite successfully became a wielder of the cosmic staff. His connection to the staff grew stronger over time, as he shares custody with Courtney, though he slowly uses it more to strengthen his own bond with it. Once the bond with the staff is complete, Cosmo only listens to him and doesn't activate for Courtney. Ultra-Humanite commands it to power down and controls its warbling communications. However, despite having a complete bond with the staff. Cosmo is still able to resist Ultra-Humanite to a certain degree. Because of Courtney using the Staff longer, once she regains her self-confidence in her worthiness, she’s able to take control of the staff back. Weather this completely destroys the bond between Cosmo and the Ultra-Humanite is never explained.
* **Starman Suit:** Once Ultra-Humanite assumed Sylvester's identity, he expressed to Pat that he didn't feel like a superhero because he doesn't even have his suit. Pat, wanting to help his "friend", remade the suit in his spare time using a sewing machine in his bedroom. He gifted the suit to Ultra-Humanite after his ambush.

## Quotes

* Season 3

**Ultra-Humanite (as Dolores Winters):** I don't know how to express my gratitude. I don't know how this even happened, really, but... here it is in my hand. It's heavier than I imagined. As actors, we are called upon to lose ourselves in the role. And I could not have dreamed for a better character to become lost in. Thank you. I love you all!
**Ultra-Humanite (as Sylvester):** I don't want your help! Okay? Do I have to spell it out for you? I mean, look at you. You put a bunch of kids in harm's way just to make yourself feel important.
**Pat:** That's just not true.
**Ultra-Humanite (as Sylvester):** Yes, it is. And the only reason they respect you is because they weren't there to see what an ineffectual loser Stripesy really was. You know you're a laughingstock? You were the joke of the entire JSA.
**Pat:** Why are you saying this to me?
**Ultra-Humanite (as Sylvester):** Okay. I've tried to let this go. I've tried to, but I can't. This is coming from the hard truth, okay? The night the JSA went up against the ISA, you wouldn't stop calling me on the radio. Do you remember that? Then you came back after I ordered you to stay away! You distracted me during the most important fight of my life, and you got me killed, Pat! I'm not gonna let it happen again! You're no hero. Not then and not now. You are just a sidekick.
**Ultra-Humanite (as Sylvester):** I need the Staff.
**Courtney:** I'm not giving it to you. (*Sylvester takes the staff*) Cosmo.
**Ultra-Humanite (as Sylvester):** No. You stay. You may have swayed the Staff to yourself before, but deep down... you know it belongs to me. You're not worthy of it. I'll be back after I go take care of Icicle.
**Ultra Humanite (while burying Pat alive):** It's a beautiful night. For decades, I enjoyed being in that beast... that's been roaming these woods. And just the raw strength... Helped me survive the JSA attacks one after the other. But being in that monster, I had to stay hidden. I grew tired of hiding. I missed the adulation that Dolores Winters got. I wanted that again. Like, I know Jordan and Dr. Ito may have other plans. But for me, that's what this is all about. So after the operation, I did some traveling. I did my research. I talked to almost everyone you knew, from your landlord in Van Nuys... To Mike's mom. When I finally made my way to you, I was more than ready to play that role. And I was accepted back so quickly because everyone worshipped Starman... especially you. But I had to cement that acceptance. So I made myself a victim with the help of some friends. You brought me into the circle of trust, Pat. And you brought me closer to Courtney. And more importantly, to my ultimate prize, the Staff. So I not only bonded with all of you, I bonded with it. And thanks to Courtney, the bond with the Staff is now complete. At the same time, I had to make sure Courtney's friends stayed out of my way because if anyone saw through my disguise, it would be Cindy Burman. So I used Yolanda to push her away. And then I urged Beth to cut off her parents to keep her distracted. And Rick... Rex Tyler's angry little brute. I mean, we all know what Rex went through before he set a limiter on that hourglass. So, oh, I'd hate to be Rick right now. He must be in a world of pain. And finally...your son. I told Mike to go prove he could do what you said he couldn't. And then I put him and his inept friend with the pen in harm's way. That worked out great. It all worked out... and so will the rest of our plan. You wanna hear Jordan's endgame, Pat? Pat? Oh. Bye, Pat.
-- "*Chapter Twelve: The Last Will and Testament of Sylvester Pemberton*"

## Appearances

* *His appearance in "*Chapter Nine: The Monsters*" is a voice only appearance.*

## Notes and Trivia

* The Ultra-Humanite has developed a passion for acting, while being in the body of Dolores Winters. He later used this tactic to disguise himself as Sylvester Pemberton which completely fooled everyone.
* The Ultra-Humanite is the only character in the show to have an Oscar Award, even though he was disguised as Dolores Winters at the time of winning it.

## Comic Comparisons

* In the DC Comics, Ultra-Humanite is the first villain to appear in DC Comics initially as a recurring foe to Superman. He is a mad scientist who transfers his brain into several different bodies. His most well-known being an albino gorilla. Ultra-Humanite once clashed with the Justice Society of America, only to be defeated following Infinity Inc.'s intervention. He once used his brain transferring methods to transplant his brain into Johnny Thunder, effectively becoming the newest wielder of the Thunderbolt, until his eventual demise by Crimson Avenger.

## Gallery

* Season 1
* Season 2
* Season 3

## References

1. ↑ Dr. McNider tells Pat and Courtney that the Ultra-Humanite is brain dead. What becomes of his physical brain, however, is unknown.
2. ↑ "*Chapter Eleven: The Haunting*"
3. ↑ "*Chapter Twelve: The Last Will and Testament of Sylvester Pemberton*"
4. ↑ "*Stars and S.T.R.I.P.E. Part Two*"
5. ↑ "*Summer School: Chapter Thirteen*"
6. ↑ "*Chapter One: The Murder*"
7. ↑ "*Chapter Two: The Suspects*"
8. ↑ "*Chapter Three: The Blackmail*"
9. ↑ "*Chapter Four: The Evidence*"
10. ↑ "*Chapter Five: The Thief*"
11. ↑ "*Chapter Six: The Betrayal*"
12. ↑ "*Chapter Seven: Infinity Inc. Part One*"
13. ↑ "*Chapter Nine: The Monsters*"
14. ↑ "*Chapter Ten: The Killer*"
15. ↑ "*Chapter Eleven: The Haunting*"
16. ↑ "*Chapter Twelve: The Last Will and Testament of Sylvester Pemberton*"
17. ↑ "*Chapter Thirteen: The Reckoning*"