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Superman 1939 #167 - 2.5 - $6.99
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Lex Luthor escapes prison and discovers the existence of Brainiac.
Lex Luthor releases Brainiac from prison, re-programs him, and teams with him to shrink Superman.
With the help of the Kandorians, Superman turns the tables on Luthor and Brainiac.
On-sale date from Action Comics #308 and copyright registration.
- Brainiac and Luthor Team Up to Destroy Superman! - Per Bob Bailey, the cover idea was submitted by Cary Bates as a teenage fan.
- - Inside front cover.
- The Team of Luthor and Brainiac! Part I: The Deadly Duo! - Per Bob Bailey, the cover idea and plot that led to this story was submitted by Cary Bates as a teenage fan. Brainiac revealed to be a computer and not a sentient being.
- - Begins with an editorial regarding the genesis of Brainiac's new origin. Also, letters of comment from Jeffrey Breeh, Kerry Krammer, E. Nelson Bridwell, Kay Bungard, and Bestor Cooper.
- [The Team of Luthor and Brainiac!] Part II: The Downfall of Superman! - 1st appearance of Tharla, Lex Luthor's future wife. From Superman (DC, 1939 series) #168 (April 1964) on she will be renamed as Ardora.
- 100 Toy Soldiers $1.25 - Sold by Josely Co.
- Statement of Ownership, Management and Circulation - Date of Filing: October 1st, 1963. No circulation figures given.
- - Inside back cover.
- - Back cover.