- Brandon's attempt to live up to his father's high expectations suffers a blow. Sheldon's carefree life as the boss's son comes crashing down in 1929.
- Brandon--Paragon--tries to become the leader of the new breed of superheroes, but his father Utopian isn't convinced his son is ready. Meanwhile, Utopian's daughter Chloe acts out in rebellion against her father, and the villainous Blackstar apparently breaks out of the Supermax and goes on a rampage.—Gislef
- Three children play by a lake, one of them pretending to be the superhero Utopian and chasing after the other two, who are pretending to be Lady Liberty and Mr. Snow. They argue about whether the girl hit or missed with her laser eyes, and the girl Chloe unleashes a sonic scream blasting the two boys. Chloe's eyes glow as she insists that she didn't miss, and one boy boys run off. The other boy, Brandon Sampson, runs to Chloe and comforts her.
Brandon's father Utopian flies down and says that he heard them playing. He tells Young Chloe that they have their powers for a reason, and that she has to care about everything. Utopian tells Chloe that it's easy to get angry and hurt and even kill people: even the bad guys. He tells Chloe that they don't let the anger the best of them, and they live by service, compassion, and mercy. Brandon nods that he agrees, but Chloe says nothing.
As Utopian takes the two children off to get ice cream, he hears screams and sirens with his super hearing. He tells the children that he has to go because there are people in trouble that need him, and Brandon tells his father that it's okay. Utopian flies off, and Chloe and Brandon watch him go.
Now
An adult Brandon sits in a diner and watches the news on the TV. The newscaster mentions the trial of the villain Blackstar. Brandon hears sirens, and runs out when his waitress' back is turned. He dons his Paragon costume and flies off.
Men in ape masks--the Primate Crew--are robbing an armored car, gunning down any police that try to stop them. Iron Orchid steps forward, tells the robbers that she's robbing the armored car, causes her suit of armor to assemble around her, and blasts the lead robber with her wrist blasters.
The other two robbers flee or shot down by Iron Orchid, who then rips the door off of the armored car. Paragon flies down and tells Iron Orchid to surrender. She tells him that he's out of his league and advises him to fly away. Paragon charges forward and Iron Orchid blasts him.
Paragon is smashed into the lobby of a building, and Iron Orchid walks in after him and tells a nearby security guard to run. He does, and Iron Orchid advises Paragon to stay down. Paragon gets to his feet, and Utopian flies in and catches Iron Orchid's fist when she tries to punch Paragon. Utopian throws her into the ceiling, and she falls and hits the floor as Paragon tells his father that he had it under control.
Utopian tells Paragon that the rules are that Paragon calls for back up, and tells him to do better next time. The older hero tells Paragon that he's paying for the damage and flies off.
That night at the Sampson house, Utopian--Sheldon Sampson--sits on his bed, cover in old scars. He goes to the bathroom and washes up, and looks at himself in the mirror. The news is playing, and the newscaster mentions a new development in the trial of Dr. Bendal, aka Blackstar. Utopian is on the TV in the crowd as Blackstar's motion for dismissal is refused, and Blackstar yells at Utopian on the TV that they can't keep him locked up forever.
Sheldon turns off the laptop playing the news and then looks at a photo of himself, Lady Liberty, and the other superheroes of their group, the Union. He then looks at a photo of his younger self and his wife, Grace: Lady Liberty.
The next morning, Grace finds the garlic press that Sheldon is looking for in the kitchen. They kiss and Grace casually uses her super strength to pop the caps off of two beer bottles, then gives one to Sheldon. They talk about Elvis Presley in 1958,
They talk about their 20-year-old daughter, and Grace tells Sheldon that she won't listen to him. Sheldon says that their daughter is like an alien to him, and Grace admits that she has nothing else. Grace asks about Brandon, and Sheldon says that Brandon let the fight with Iron Orchid get out of hand and could have gotten himself or someone else. Sheldon figures that their son is too emotional and distracted, and may never be ready.
Brandon is sitting on the roof of the house, drinking and listening to his parents with his super hearing. His uncle Walter--Brainwave--joins Brandon and sits down with his nephew. Walter says that he heard what happened and asks Brandon if he wants to talk. Walter reads Brandon's thoughts about what Sheldon said about Brandon, pats him comfortingly on the shoulder, and says that they should go eat.
Brandon asks Walter what Sheldon was like when he was younger, before he got his powers. Walter says that nothing ever rattled Sheldon.
1929 Chicago
At the Sampson Steel Plant, Sheldon walks through the floor joking with his workers about his upcoming marriage. He reminds one of the workers, Fitz Small, to call him Sheldon rather than "Mr. Sampson", and Fitz's father Willie congratulates Shelton on his upcoming marriage.
Sheldon goes to his father, Chester who is arguing with Walter who wants to sink the deal they have and their investments on the stock market. Walter warns that their workers are overextended, and Chester says that they need someone who's "glass half empty" and Walter says that should give it a few months. His father and brother disagree, figuring that they need to expand their business. They insist that it's about family.
Now
The Sampsons sit down for Sunday dinner, and Sheldon insists that they say grace before eating. Chloe isn't there, and Sheldon says that they know now to wait for her because she doesn't join them. As Sheldon says grace, something slams into the house and they realize that Chloe has arrived. Chloe staggers in, drunk, and hugs Walter. She pours herself a glass of wine and joins hand with the others as Sheldon finishes grace. Walter and Chloe open their eyes and exchange smiles, and when Sheldon finishes Chloe sarcastically compliments her father on the meal.
As the family eats, Walter tells Chloe that he saw her magazine cover. Sheldon says that he saw it, to Chloe's surprise, and he says that it was a beautiful photo. Chloe puts down Brandon's superhero "career", and insists that she doesn't need powers to get attention. When she says that she didn't ask for her "gifts, Sheldon angrily says that their gifts are for people less fortunate than them." Chloe says that other people are more fortunate because they don't have Sheldon as their dad, and Grace tells her to apologize. She insincerely apologizes and says it's the last dinner she's coming to, grabs the wine bottle, and leaves.
Walter jokingly says that Chloe took the wine, Brendan goes outside after Chloe and asks why she talks to their father like that. Chloe tells her brother that of course he sticks up for Sheldon, and she wonders why Brandon stays there when he says that he was raised the same way. Brandon says that someone has to be the next Utopian, and Utopian stands for something. Chloe says that Utopian is a myth, and Sheldon knows that he should have been there for them when they were younger. But he won't admit it because it's not the ideal.
As Chloe walks away, Brandon says that someone still has to stand for something. His sister tells him that no one live up to the "great" Utopian, not even Shelton. Brandon tells her that she's jealous, and Chloe insists that she's not jealous, just sorry that Brandon has to put up with it because he thinks their father will love Brandon. She says that Brandon doesn't and flies off.
In the kitchen, Sheldon and Grace are washing dishes. Walter comes in and sarcastically says that there's such a thing as dishwasher, and Shelton tell his brother that he likes washing dishes. Grace lets Walter dry and leaves, and the brothers talk about Brandon. Walter says that Brandon idolizes Sheldon, and he has a lot of potential. Sheldon says that a lot of kids have had potential and failed, and Walter suggests they go out and get some beer.
Brandon goes to a club with his friend Barry aka Tectonic. People take photos of them, and Brandon basks in the publicity. When Brandon says that they shouldn't be in it for the self-endorsement, Barry sarcastically wonders if Brandon brought Shelton along with him. Brandon says that he has training in the morning, and Barry asks him to have one shot with him because he hasn't seen him in months. Barry tells him that nothing will live up to Sheldon's standards. They both agree that it wasn't their fault they were born into their powers when the older members of the Union had to suffer to get theirs.
Brandon says that he's not giving up, and Barry tells him to look at everything that he's missed out to impress Shelton, and it hasn't gotten Brandon anything. He tells Brandon that he wants him to be the next Utopian, but Brandon can't put his life on hold.
1929
Sheldon sees his fiancée, Jane, to her car. After she leaves, George Hutchence walks up and greets his friend Sheldon. People run by, panicking, and one man tells them that the stock market collapsed and tells them to get their money out of any bank they have it in. Will and George to into the Sampson office building, where Walter is working with their accountants. Walter says that the market is collapsing, and Sheldon notices that their father isn't there.
Sheldon goes out on the roof and finds Chester there at the edge. Chester talks about how Sampson steel runs through all the buildings in NYC, and talks about building a legacy is just building a box. He tells Shelton go on down, and tell them that he'll be right down. As Sheldon turns to go, Chester gets up and walks off the ledge, falling to his death.
Now
Sheldon and Walter enter the Union's HQ and look at the meeting table, and Walter remembers that the team was last there in the 60s, before Skyfox turned on them. Sheldon bring up holograms of the Union members and wonders why Skyfox betrayed them, and Walter insists that Skyfox was a terrorist and took the Vice President hostage.
The brothers sit down and Sheldon wonders what they have to show for 90 years of fighting villains. Walter says that they've made a difference, but Sheldon says that the country has never been more divided. His brother tells him that it doesn't have to be that way if they took a more active role, and Sheldon says that it's against the Code, and that they only inspire.
Walter says that he regrets not having done more in World War II, and Sheldon tells him that dictating social and economic policy would never end... and who would stop them. When Sheldon says that it would be the end of free will, Walter tells him that some would say that free will is bringing the world to its knees. He tells his brother that evil is more black-and-white. He asks Sheldon if it feels representative, and asks him if putting away bad guys is making the world a safer place.
A wheelchair-bound Fitz--the Flare--comes in with his daughter Flare II and says that Blackstar is loose in Nebraska after escaping the Supermax where he was imprisoned.
Later, Ruby Red joins Briggs in Nebraska. Briggs tells her that the Union is fighting Blackstar nearby, and he's hanging back because all he has is flaming fists while Blackstar has an anti-matter heart. When Ruby asks if Paragon is there, Briggs--Flaming Fist--says that he is and that he heard she and Paragon were a thing. Ruby tells Flaming Fist that they split up a few weeks ago, and he asks what she's doing later.
Utopian and Lady Liberty are smashed back into the two younger heroes, and they take cover. Blackstar arrives and smashes Lady Liberty down, and Utopian beats Blackstar while Ruby goes to the unconscious Lady Liberty. Utopian uses his heat vision on Blackstar, who shrugs it off and throws Utopian away.
Blackstar advances on Ruby and the unconscious Lady Liberty, and Ruby armors up. Paragon and the Union members arrive, and Brainwave tells Paragon to stick to the mission. Blackstar knocks Paragon away, and the other heroes attack him. Brainwave manages to mentally paralyze Blackstar, and Tectonic shoots a seismic wave at Blackstar. Phase Out teleports around Blackstar and punches him, and he manages to grab her and fires an anti-matter blast from his chest, burning away her body and killing Tectonic and Flaming Fist.
Furious, Paragon renews his attack and Blackstar slams him to the ground. Lady Liberty recovers and grabs Blackstar as the villain smashes Paragon away. Utopian flies up, and he and his wife grabs Blackstar. Brainwave tries to enter Blackstar's mind, while Blackstar knocks Lady Liberty into Brainwave and starts beating Utopian repeatedly.
Paragon recovers and sees his father being beaten. Brainwave separates Blackstar's mind from his physical body, and puts the villain's mind in a "psychic painting" of a beach. In the physical world, the heroes beat Blackstar. In the painting, Blackstar manages to grab the mental projection of Brainwave despite the latter's mental control of the painting, and punches him.
In the physical world, Blackstar blasts the heroes back. Utopian recovers and flies back at Blackstar, who flies into the air and punches Utopian to the ground and slams down on his chest. Blackstar starts to "go nuclear", emitting vast amounts of radiation. Paragon remembers his father saying that he might never be ready, flies forward, and smashes Blackstar's skull in.
Utopian asks what's wrong with Paragon, and insists that heroes don't kill. His father tells him that he took the easy away out, and Paragon yells at him saying it wasn't easy. Lady Liberty tells her husband to hold back, and Utopian tells Paragon to go back to the Union HQ. Paragon flies off, and Utopian tells Lady Liberty that their son took a life after everything they've taught him. Before she can speak, Brainwave tells them that they have a problem as he mentally contacts the Supermax.
Later at the Union base, the real Blackstar is brought in and looks at his dead duplicate. Utopian and the others are there, and Utopian tells Blackstar that the duplicate appears to be Blackstar.
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