Comic Title: Superman #165
Publisher: DC (National Periodical Publications, Inc.)
Address: 575 Lexington Avenue, New York, NY
Cover Date: November 1963
On Sale Date: September 19, 1963 Copyright Date September 19, 1963
Source: Library of Congress, Periodicals 1963

Newsstand Date September 19, 1963
Source: Newsdealer Magazine, V18 #8

Frequency: Monthly, with the exception of March, June, Sept. and Dec.
Cover Price: $0.12
Page Count: 32
Editor: Mort Weisinger

Title: "Beauty and the Super-Beast"
Pages: 14

Feature(s):
Superman (of Earth-1)

Writer: Robert Bernstein
Penciller: Curt Swan
Inker: George Klein

Reprinted In:
Superman #272 (1974)
Showcase Presents Superman Vol. 4 TPB (2008)

Feature Character(s)

• Superman (last appearance in Justice League of America #23; next appearance in Superman #165)

Supporting Character(s)

• Lois Lane (last appearance in World's Finest Comics #137; next appearance in Superman #165)
• Lana Lang (last appearance in Superman's Girl Friend, Lois Lane #44; next appearance in Superman's Girl Friend, Lois Lane #45)
• Perry White (last appearance in World's Finest Comics #137; next appearance in Action Comics #306)
• Jimmy Olsen (last appearance in Action Comics #305; next appearance in Action Comics #306)
• Krypto (last appearance in Adventure Comics #313; next appearance in Action Comics #306)

Villain(s)

• Superman Revenge Squad (last appearance in Superman #163; next appearance in Action Comics #313)
• A gang of jewel thieves (no further appearances)

Guest Appearance(s)

• Saturn Woman (disguised as Circe; last appearance in Action Comics #289; next appearance in Adventure Comics #354)
• Proty II (last appearance in Crisis on Infinite Earths #8; no further appearances)

Other Character(s)

• Members of an archaeological expedition (no further appearances)

Comments:
Saturn Woman and Proty II in this story come from an alternate timeline and are not the same characters as their teenage counterparts from the Legion of Super-Heroes.

Synopsis:
A counter-energy ray developed by the Superman Revenge Squad causes Superman to lose his powers unless he is upside-down. To prevent the Squad from learning that their weapon has affected him, Superman contacts Saturn Woman from the Adult Legion of Super-Heroes to disguise herself as Circe.

Saturn Woman allows Lana Lang to discover Circe’s tomb and revives as the ancient sorceress. She then pretends to cast spells that force Superman to obey her whims. Superman is then able to perform his super-duties upside-down, because Circe commands it. When the effects of the weapon wear off, Saturn Woman returns to the future.