Written by Geoff Johns; Art by Gary Frank and Jon Sibal; Cover by Frank

"Brainiac" part 3 of 5! The frightening storyline that sets the stage for the SUPERMAN event of 2008 continues. Against everyone's advice, Superman has journeyed to the deepest reaches of space to initiate contact with an alien being he thought he knew: Brainiac. But after learning about the truth behind Brainiac's existence and his plans for Earth, Superman may regret his decision.