Cover: Curt Swan & George Klein

Superman #167

Feb 1964 · DC · 0.12 USD

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★ 1st appearance — Vril Dox

About this Issue

Superman #167 is a cornerstone of Silver Age Superman mythology, delivering the first-ever team-up between Lex Luthor and Brainiac — a villainous partnership that would define the Superman rogues' gallery for decades. Equally significant, it retcons Brainiac from a vaguely defined alien into a humanoid android constructed by the Computer Tyrants of Colu, giving the character a mechanistic identity that made him a fundamentally more threatening and flexible antagonist in all subsequent stories. The issue also introduced Tharla (later renamed Ardora), the woman who loves Luthor on the planet Lexor, seeding a rare dimension of vulnerability in one of DC's most ruthless villains. Its editorial page, written by editor Mort Weisinger, openly acknowledged the creative process behind Brainiac's new origin — an unusual moment of behind-the-scenes transparency for the era.

Contains 4 stories

The Team of Luthor and Brainiac! Part I: The Deadly Duo!

9 pp · Superhero

Brainiac II (ancestor of Brainiac 5, introduction, origin, flashback)Var-Don

In "The Team of Luthor and Brainiac! Part I: The Deadly Duo!", Lex Luthor escapes prison and uncovers the ancient alien menace Brainiac, reprogramming the cyborg to aid him in shrinking Superman. With the help of the Kandorians, Superman must outwit the unlikely duo before their plan to conquer Earth succeeds.

[The Team of Luthor and Brainiac!] Part II: The Downfall of Superman!

9 pp · Superhero

Tharla (introduction, called Ardora after this appearance)Lexorians (guest stars)Phantom Zone inhabitants [Jax-Urtwo unnamed prisoners (one is possibly Professor Vakox)]

Untitled Humor story

0.5 pp · Humor

[The Team of Luthor and Brainiac!] Part III: The Hour of Kandor's Vengeance!

8.67 pp · Superhero

Superman Emergency SquadLexorians (guest stars)Tharla

In "[The Team of Luthor and Brainiac!] Part III: The Hour of Kandor's Vengeance!", Lex Luthor escapes custody, unearths the dormant Brainiac, and reprograms him into a weapon against Superman. With the Lexorians and the mysterious Tharla aiding their scheme, the duo unleashes a plan to shrink the Man of Steel and plunge Metropolis into chaos—only for the Superman Emergency Squad and the people of Kandor to rise in defiance.

ComicBooks.com Value

Our Model is In Beta

Raw (VG) $36

CGC 9.6 · 5 in census $4,225

CGC 9.4 · 1 in census $1,845

CGC 9.2 · 5 in census $1,344

CGC 9.0 · 8 in census $436

CGC 8.5 · 12 in census $396

CGC 8.0 · 19 in census $324*

Show all 21 grades ▾

CGC 7.5 · 12 in census $244*

CGC 7.0 · 13 in census $203

CGC 6.5 · 17 in census $139

CGC 6.0 · 19 in census $139

CGC 5.5 · 11 in census $120

CGC 5.0 · 18 in census $109

CGC 4.5 · 9 in census $74

CGC 4.0 · 20 in census $74

CGC 3.5 · 3 in census $74*

CGC 3.0 · 2 in census $61*

CGC 2.5 · 1 in census $53*

CGC 2.0 · 5 in census $41*

CGC 1.5 none in existence

CGC 1.0 none in existence

CGC 0.5 · 2 in census $25*

* estimate — limited direct-sales data at this grade

Our model’s value — refined as new sales data arrives · CGC census counts shown where available

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History

The cover concept and story plot originated with a teenage Cary Bates, who submitted the idea to DC editor Mort Weisinger in 1963; it was Bates's very first sale to DC Comics, made before he had written a single script professionally. Scripter Edmond Hamilton translated the plot into finished comics form, while Curt Swan pencilled and George Klein inked both the cover and interior art. The issue also carries an intriguing production footnote: a story featuring John F. Kennedy — ultimately published in Superman #170 — had originally been slated for this slot but was pulled at the last minute following Kennedy's November 1963 assassination, meaning some copies of #167 with the original Kennedy story content were reportedly distributed before the switch was completed.

Trivia · 7 facts

First team-up of Lex Luthor and Brainiac, titled 'The Team of Luthor and Brainiac!' and structured across three chapters: 'The Deadly Duo!', 'The Downfall of Superman!', and 'The Hour of Kandor's Vengeance!'
Retcons Brainiac's origin: he is revealed to be a humanoid android (not a sentient alien) built by the Computer Tyrants of Colu to spy on and invade other worlds.
First appearance of Tharla, Lex Luthor's love interest on planet Lexor; renamed Ardora from Superman #168 onward, and corrected to 'Ardora' in the reprint in Superman #245.
First cameo appearance of Brainiac II (Vril Dox II), ancestor of Legion of Super-Heroes member Brainiac 5, shown as a young Coluan boy given to Brainiac as a 'son' by the Computer Tyrants.
Cover concept and story plot submitted by Cary Bates while still a teenager — his first-ever sale to DC Comics; script written by Silver Age veteran Edmond Hamilton; art by Curt Swan (pencils) and George Klein (inks).
A Kennedy story originally intended for this slot was pulled after JFK's assassination; it eventually ran in Superman #170 (July 1964).
The main story was reprinted in Superman #245 (December 1971–January 1972) and DC 100-Page Super Spectacular #DC-7 (1972), and later collected in Superman: The Greatest Stories Ever Told Vol. 2 (2006) and Superman vs. Brainiac (2008).