Attack!

Turning into Winters to keep a low profile, the Ultra-Humanite enacted his plan by luring Superman into a remote location, using a special frequency signal that only Superman (and dogs) could hear.

“Ultra-Humanite, are you planning on finally turning yourself in? I’m glad, because I’m not here to fight.” The Man Of Steel said as he flew down, confidently. “Of course not, you’re not that clever. Although, your motives are unclear, as my X-Ray vision doesn’t see any hidden henchmen, or lead. Except, what’s in your pocket?”

“Oh Superman,” The Ultra-Humanite said in a cheerful but sultry voice, “you’re right, I’m not here to turn myself in. And I also don’t have any henchmen with me, in fact I’m not here to fight. I’m here to show off my new invention.” She took out the mind swapper, which was in the shape of a stud-detector. “This is my new mind swapper Ray, watch!” She turned it on, and before Superman knew it his mind felt an intense agony, as if his memories were being taken from him. He blacked out from the pain, and then woke up, but something was wrong. His body felt lighter and weaker, black hair was drooling over his face, and what looked like Superman was standing right in front of him, with the device!

“What did you do, you mad man?!” Clark said, with his now female voice shocking him!

“Why, Delores,” Ultra-Humanite said smugly, “I’ve swapped our minds cleanly! Now I’m the one in the powerful body, and you’re in the weak one! How the tides have turned! Ruling the world will be easy!”

“You won’t get away with this Humanite!”

“Oh, but I already have! I can easily learn to act just like you, and you’ll never be able to tell anyone the truth?”

“And how is that?” Superman said, starting to get scared...