Zarathustra enters a valley where no animals live and encounters the "ugliest man"—the man who killed God. Though he is momentarily stunned by pity, Zarathustra overcomes his pity and returns to his senses. The great pity people feel for the ugliest man's suffering offends his sense of shame. He killed God because God could see everything and know everything about him, and most of all because God felt pity. As with the others, Zarathustra directs the ugliest man to his cave.
Zarathustra encounters a voluntary beggar, who was once rich, but who became sick of rich people and so chose to be poor. He found the poor just as nauseating as the rich, however, and so he has come to sit among cows, hoping to learn from them how to chew the cud. Zarathustra invites him to go to his cave.
Zarathustra finds himself pursued by his own shadow. His shadow has followed Zarathustra everywhere and has been bold in its pursuit of truth and knowledge. Now the shadow finds itself lost and without a goal. Zarathustra directs the shadow to his cave and then continues on his way without his shadow.
Each of the men Zarathustra encounters has something of the spirit of the overman for which Zarathustra longs, but each one also falls short in some important respect. Kaufmann is astute in noting that each of the characters also represents a kind of caricature of Nietzsche himself.
The soothsayer, in Part II, predicted a heightened state of nihilism, a state that, Nietzsche might claim, we have attained today, one hundred years after Nietzsche's death. The soothsayer encourages Zarathustra's search for the higher man, suggesting that soon people will come up to Zarathustra's level. On the other hand, in his melancholy, he suggests that happiness is no longer possible. The soothsayer may represent the negative moods that Nietzsche himself often fell into: he has all the right ideals, but finds it easier to predict the worst than to aim for the best.
The two kings are of noble heritage, and they are also fed up with the superficiality of human society. They have given up their comforts and riches in order to embark on the difficult journey of seeking the higher man. Nietzsche, like a king, might have enjoyed a university pension and nursed his illness, but, instead, he abandoned all comforts in favor of his constant writing and thinking. When the kings encounter Zarathustra, they become overly worshipful, suggesting that they might be willing to stop short at finding the higher man, and not actually become overmen themselves.