Story: "Man and Machine" (22 Pages)

Credits: Roger Stern (plot, script); George Perez (pencils); Kerry Gammill and Brett Breeding (inks); Bill Oakley (letters); Glenn Whitmore (colors); Mike Carlin (edits)

Feature Character: Superman (last in Adventures of Superman #462; next in Superman Vol. 2 #40; also in flashback in between issue #648 and Superman Vol. 2 #39)

Supporting Characters: Collin Thornton; Mara Talbot (first appearance; Clark's assistant at Newstime); Guardian III (in flashback in between issue #648 and Superman Vol. 2 #41), Dubbilex (in flashback in between issue #648 and Superman Vol. 2 #54/2)

Villains: Brainiac (next in Adventures of Superman Annual #2; assumes full control of Milton Fine's genetically reconstructed body resembling his own original body), Lex Luthor (next in Adventures of Superman #463), Sydney Happersen (next in issue #668); Metallo (in flashback in between pages of #648)

Other Characters: Milton Moses Fine (deceased; body genetically reconstructed to become a new host body for Brainiac); Dr. Augustine