Power Girl and the Ultra-Humanite keep battling inside the latter's ship. Eager to own a Kryptonian body, Ultra-Humanite drags Power Girl to a brain-transplanting contraption. Power Girl though rips the device to shreds and attacks Ultra-Humanite, dismissing his blackmailing threats. Power Girl is having the upper hand until she states she has no interest in hearing him ranting about all of his mistakes like transplanting his brain into an ape body. Humanite snaps, finds an opening and pummels Kara into unconsciousness.

As Ultra-Humanite drags Kara deeper into his ship, below in the floating Manhattan, Karen Starr's employees are shaken but safe inside the Starrware Industries building. Outside, the Justice Society of America struggle to beat the robot army down and keep people safe.

Power Girl regains consciousness and finds she has been strapped to a contraption tailored to neutralize her super-strength and heat beams as well as sap her stored solar radiation. Ultra-Humanite claims he has changed his mind: rather than kill her he'll swap bodies so she knows what to be stuck in a monkey's body is like. But before he'll tell her his story.

Born Gerard Shugel, Ultra-Humanite was a child with a briliant mind but a sickly body. When he was ten, he started attending college to find a cure. Ten years later, his failed brain transplant experiments using animals led the university to shut his lab down in spite of him insisting he needed to find a way to transplant his growing brain in a non-degenerating body. Only his lab assistant Satana stood up for him.

Gerard and Satana travelled to Africa to continue their experiments. Three years later they had perfected the process to the point they could transplant from human to animal. However Gerard was dying and the Congolese army was closing in on the rebel camp where they were staying in. Running out of time, Satana successfully moved Gerard's brain into a mssive, white gorilla, assuring it was only temporary. However, Gerard ripped apart the incoming troops and realized he relished his new body's power. Satana and he parted ways afterwards.

His story over, Ultra-Humanite gets ready to cut Power Girl's brain out of her body.

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