Superman #699

Superman has defeated Brainiac before, but it cost him the life of his father. Now Brainiac has returned, more powerful than ever, and the entire planet of New Krypton is at stake! Things look bleak for the Man of Steel and his people, but for all Brainiac's knowledge, he still has one lesson to learn: Superman. Never. Gives. Up.

Characters: Brainiac, Brainiac 5, Chameleon Boy, Element Lad, General Zod, Lex Luthor, Matter-Eater Lad, Mon-El, Princess Projectra, Quislet, Supergirl (Kara Zor-El), Superman, Tellus, Thom Kallor