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| Indicia Publisher
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| Editor1
| - Matt Idelson
- Nachie Castro
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| Penciler1
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| Appearing
| - Featured Characters:
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| Colourist1
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| Editor1
| - Matt Idelson
- Nachie Castro
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| Synopsis
| - At the Daily Planet, Cat Grant struts down the aisles impressing the younger male staff with her "assets". Supergirl stops by the Planet for an impromptu visit and embarrasses Cat by revealing information about her enhancements. She then meets with Lois and inquires about Clark's whereabouts. Lois has no idea where he's at.
Superman is actually trapped aboard Brainiac's skull ship where he is being examined by several of Brainiac's probes. When he awakens, he breaks free of their grasp and smashes several of the robots. Superman begins exploring the vessel, searching for Brainiac. After a disturbing encounter with an ape-like specimen named Koko, Superman finds the shrunken Krptonian city of Kandor. The city is concealed inside a bottle that retracts up into the ceiling as soon as Superman touches it. Continuing his exploration, he soon comes upon the bio-pod of the ship's master, Brainiac.
Brainiac awakens and descends from the pod. He tells Superman that he will assimilate all knowledge of everything on Earth, beginning with him. The two begin fighting, but Superman cannot stop him. He learns of the existence of Superman's cousin Supergirl, and plans on assimilating her as well.
Within minutes, Brainiac's ship appears in the sky above Metropolis.
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| Image
| - Brainiac New Earth 001.jpg
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| quotation
| - I will be everything there has ever been, Kryptonian. I will be evolved into perfection.
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