hen cuts to young Billy Batson living in a seemingly rundown slum with very little food and rats for pets. He rises from his bed wearing a fan t-shirt bearing the Superman crest. He goes to his kitchen to find food, but only finds potato chips, which he ends up feeding to the rats. On his way to rendezvous with Clark Kent in a nearby diner, he sees three bullies robbing a homeless man. After attempting to defend the homeless man, Billy himself earns a black eye for his trouble. The homeless man thanks Billy for his intervention, and calls him "The Captain". Billy responds by telling him he always try to do the right thing. Billy gives him the only currency he has - a subway token. On arriving at the diner, Clark buys the boy three breakfast specials, and tells him his intended story will bring the plight of him and those in his situation to public light. Billy tears into his plates ravenously. He tells Mr. Kent that he tries to be good no matter what. As the conversation continues, neither notice that Black Adam has appeared, hovering above the ground outside the diner and causes a destructive force by clapping his hands together and blowing a hole in the side of the diner. Clark attempts to protect the boy, but a blow from Black Adam sends him through several walls. He emerges from beneath the rubble and transforms himself into Superman. Adam stalks young Billy through the streets stating his surprise over the Wizard's choice to become the next Marvel, but Billy is completely unaware of what he means. Black Adam picks up a passing fire engine, but Superman appears and intervenes before Black Adam can use it to crush him. Billy then makes good his escape. Superman gets blasted by a bolt of electricity from Black Adam's fingertips, and after pulling himself free of the building he lands and realizes Adam's powers are magically based, and he is vulnerable to it, placing him and Adam at somewhat equal footing. Black Adam begins to use this to his advantage, but Superman responds with powers the magical being doesn't have - i.e. heat vision powers. After briefly subduing Superman, Black Adam continues his pursuit of Billy, who runs into a subway platform, first encountering the homeless man he attempted to help. The man gives him a subway token and tells him he told him he would pay him back. Billy runs further into the subway station, jumping onto the tracks with Black Adam in pursuit. Billy is standing on the tracks when a train appears and apparently runs Billy over, causing Adam to leave. Billy opens his eyes to find he is on an empty subway car. The token begins to glow in his pocket and when he takes it out he begins to crackle with lightning. In the lightning, Billy sees flashes of his past life; his parents headstone and the orphanage where he was placed. He gets off of the subway car and into the chamber with the statues of the Seven Deadly Sins. Billy finds his way to the Wizard Shazam who relays to the boy that he is the next Chosen One. He explains that Adam had been the champion he had chosen 5000 years ago, but Teth-Adam had used his power for personal gain and corrupted the gift. He was then banished to the farthest star in the sky, and now Adam has returned seeking vengeance. The Wizard then causes a cave in, telling him that he wishes to atone for the mistake of creating Black Adam, but tells Billy that should he need him, he has only to speak the Wizard's name. Billy narrowly escapes the cave as it collapses. Outside, the battle rages on between Superman and Black Adam. Superman is barely able to hold his own against the magical based powers of his foe. Superman is again subdued by his adversary and is rendered unconscious. Billy encounters Black Adam and defiantly tells Adam to leave Superman alone. He attempts to strike an amused Black Adam, who is about to kill Billy. Billy anxiously shouts "I could use a little help here, Shazam", which summons the lightning and Billy is transformed into Captain Marvel. He quickly counters an attack by Adam with his newfound abilities. Finally, Black Adam is forced to stand against his true equal. Billy has only the duration of the fight to discover his powers; i.e. speed, strength and flight. He also discovers that randomly saying the Wizard's name takes the powers away as quickly. A now recovered Superman is unsure of what to make of the appearance of this new scarlet clad person, but they soon discover they are on the same side. The battle is now two on one and the World's Mightiest Mortal and the Man of Steel engage Adam in full on combat. Black Adam starts resorting to destroying a dam which will flood nearby Fawcett City, intending to separate Marvel and Superman for a better chance of success. Landing on the street, Black Adam attacks a passing car, flipping it and removing it's female driver as a hostage. He tells Billy he must surrender himself in his mortal form, and he will release the hostage. Billy complies, and Black Adam throws the hostage into the air. But before Billy can say his magic word, Black Adam grabs him by the mouth to silence him. From out of nowhere, Adam is blasted by heat vision by Superman, who has completed his task of preventing the flood and saved the hostage after quickly freezing the flood with super cold breath, another ability that Black Adam does not possess. Another fight ensues between Superman and Adam, but Billy has reached his tolerance point and utters the magic word. Adam is beaten by Marvel who stomps him into a crater in the street. Superman talks him out of murdering Adam to prevent further acts of evil. Adam tells him angrily that only death will stop him. It is then that the homeless man appears once again and reveals himself to be the boy's guardian angel Tawky Tawny. Tawky reverts to his true form as a tiger and tells him that he will ensure that the Wizard will send him so far across the universe this time, it will take Adam ten thousand years to return. To evade being banished even farther from Earth, Black Adam shouts "Shazam" turning him back into his mortal form Teth-Adam who's mortal body was unable to withstand the amount of time that has passed and turns to dust in an apparent act of suicide. It was an apparent bluff, as Tawny admits the Wizard is indeed dead. As Tawny walks away, Superman looks at Captain Marvel and says "You have some unusual friends." Billy finds himself encountering the bullies again in the alley as before. The bullies push Billy against a wall, and defiantly dare him to talk back; daring him to say "...just one word."

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