Superman #165

Superman #165 (1963)
by Robert Bernstein & Curt Swan

I’m reviewing this one because of a request from the comments.
Trust me, it’s even more bizarre than the cover suggests.

After all, Superman being transformed into a half-lion isn’t even anything new: it already happened in 1958, on Action Comics #243. That’s the issue right after the debut of Brainiac.

You could be forgiven for thinking Superman #165 is just a reprint of Action Comics #243, because THAT story also featured Circe… well, kind of.
It was a descendant of the original Circe, who wasn’t a sorceress but a super-scientist.

In that story, Not-Circe caused Superman’s transformation because he refused to marry her.
Keep that in mind, it’s going to be funny later.

I could review the 1958 story, but I’ll focus on the 1963 one because it’s much weirder.
Which really tells you something when THIS happened in 1958.

But enough preamble, let’s jump straight into Superman #165 and see just how bonkers it can get.


We begin with Lois landing an unbelievable job: she’s going to be the America’s first female astronaut!

The issue has a cover date of November 1963, but it was published in September (but don’t quote me on that, I’m terrible at publication dates and I might be off).

The first woman in space was the Russian Valentina Tereshkova on June 1963.
That’s three months before the publication of this story; would that be enough for it to be an inspiration from the scene?
This would’ve made Lois the SECOND woman in space, beating the actual second russian woman in space (Svetlana Savitskaya in 1982) and the first American woman in space (Sally Ride in 1983) by decades!

And why would NASA want to send Lois anyway? Because if anything goes wrong, Superman would save her.
Doesn’t that imply that Superman would do nothing if a different astronaut was in danger???

Genuine question: would it have been necessary to spell out what NASA is in 1963? I would assume the space program was already famous enough.

At least Lois is not SO selfish to think that NASA only cares about her knowing Superman.

Lana Lang is not impressed by that, because she’s going to an expedition that is supposed to recover the body of Circe.

Lois Lane is canonically the second woman in space in pre-Crisis DC Comics… and it’s not even the real focus of the story!!!

How unlucky do you have to be for a meteor to randomly intercept you in space???

Superman is unable to destroy the metorite until he’s back on Earth.
Keep that in mind, it’ll matter later.

I still can’t believe they sent Lois Lane in space in 1963.
This wouldn’t just make her the first woman in space, but the 7th American and the 14th person overall!!!

Which obviously Lois Lane doesn’t care for.

But is it more historic than finding out that Circe is still alive?

Just look at how Curt Swan draws her dress moving!

Remember how I told you to keep in mind the plot of the 1958 story?
It’s repeated here: Circe wanted to make Superman marry her, and now she’s out for revenge.

Ah, random Silver Age skepticism, how have I missed you!
I can sort of understand the general public, but how are the Daily Planet people STILL convinced that magic doesn’t exist???

This issue was published only ONE MONTH after Jimmy Olsen #72, the story where Jimmy becomes a honorary Legionnaire.
More importantly, it’s already four monts after Lois Lane #42, the story where Lois is turned into a baby by a magic alien perfume.

Sure enough, Superman recognizes Circe. She looks nothing like her 1958 descendant (who was a blonde).


Brief tangent here: when DID Circe get her classic Silver Age look?

She was still a brunette in 1960, on Jimmy Olsen #45 (which is YET ANOTHER reason why he should believe she’s real)…

…but her looks are not fully settled until 1962, on Action Comics #293.
(which surprisingly enough I haven’t reviewed, despite having Comet The Super-Horse)

It took some work to figure out this timeline, but I’m still not 100% certain that’s the first appearance of Circe’s final version.
Back to the story.


After returning from two millennia of suspended animation, Circe’s priority is to hold a press conference.

That is one weird way to demonstrate you have magic powers.

But of course, you can’t have a Circe story without her turning someone into an animal.

We’re only halfway through the story and trust me, it’s not even BEGUN to be insane.

Her vengeance against Superman involves forcing him to do ridiculous stunts that have no meaning except showing off his strenght.
Girl, this is Silver Age Superman, you don’t have to force him to do useless stunts!!!

Superman’s thinking gets him to follow Circe’s orders but still be useful.

Keep in mind that Circe expects Superman to marry her after this.
Clearly a solid foundation for marriage.

The Silver Age, brought to you by “I can’t believe this was not written while on drugs”.

But don’t worry, Superman has the balls to save the day.

This somehow convinces Circe that she can’t force Superman to marry her by making him miserable, and decides to return to the past on her own.

Now, if THIS was the true ending of the story, it wouldn’t be THAT much weirder than the standard Silver Age stuff.

Because all this time Superman was secretly dealing with a plot of the Superman Revenge Squad, pesky aliens that keep showing up to ruin his day.

And crucially, Circe was not actually the real one!
Which means that it’s time once again to play the time-honored game of “Guess The Stupid Ending”.

Who WAS Circe?

A) Lori Lemaris in disguise
B) Supergirl in disguise
C) Saturn Girl in disguise
D) Wonder Woman in disguise
E) Krypto in disguise

Okay I cheated a little bit: it’s Saturn WOMAN, from the Adult Legion!!!

WITH PROTY!!!

Okay, now get ready for the most convoluted explanation ever AND the multiple reasons why it doesn’t work.

First of all: did you remember to keep in mind Superman smashing the meteor, like I told you?

Reason #1 why this doesn’t work: we READ Superman’s thoughts while he was smashing the meteor, and it was something else!

Right after smashing the meteor, Superman discovered he was powerless, unless when he’s upside down!
Then he has enough super-vision to spot the Revenge Squad AND enough super-ventriloquism to ask Krypto to summon Saturn Woman.

Notice that:
A) Superman IMMEDIATELY reasons that he has powers only when he’s upside down, despite NOT going back to standing up
B) his first, I repeat his VERY FIRST plan is to ask his dog to call for help. Not only that, asking his dog to call someone from the future!!!
C) apparently he ALSO told Krypto to communicate Saturn Woman a VERY specific message!

And I would love to know exactly WHAT that message was!!!

Honestly, does THAT make less sense than the actual conversation???

So why DIDN’T the Revenge Squad’s ray work?
Magnets.

BUT WAIT, IT GETS MORE ABSURD!

Because while Saturn Woman was able to use telepathy to fake having magic powers, she didn’t just make other people believe Superman had been transformed… she had Proty turn into the masks!!!

So during the entire story, Superman only had powers while upside down AND he was working together with “Circe”.

Meaning he can’t fly when he’s not upside down: did he just walk to the Daily Planet, and then to the studio where they were having the press conference?
He couldn’t be using a Legion Flight Ring, those won’t be invented until 1965 in Adventure Comics #329. Although he COULD have used an Anti-Gravity Belt™, those were already around.

I’m still calling reason #2 for why this doesn’t work: if he didn’t want to attract attention to his loss of powers, walking everywhere was not a great idea.

Reason #3: if doing stunts upside-down was his own idea, why would he be thinking about how to outsmart “Circe”?

I was going to complain that Jimmy and Lana should have recognized Saturn Woman in a wig… although kudos to Curt Swan, she DOES look like Saturn Girl a bit…

…but we’ve seen she’s ALSO wearing a mask, so it gets a pass.

But reason #4 why this doesn’t work: both Superman and Saturn Woman compromise national security.

Crap, now I have to look for stories featuring the Krypto Revenge Squad. I would say they can’t possibly be crazier than this one, but… it’s the Silver Age, it can always get more insane.


I’m assuming they chose Saturn WOMAN instead of Saturn Girl because she had to pull off being mistaken for an adult woman.
The Legion timeline for this is crazy: this is only the SECOND appearance Proty II, who only debuted on Jimmy Olsen #72 one month prior.
That’s only two months after the original Proty dies in Adventure Comics #312, by the way!


A hearfelt thanks to my reader “Hatrick Should Get Real” for reminding me I skipped this one.
You truly deserve a Discount No-Prize.


Historical significance: 0/10
It’s not the only story with Circe, it’s not the only story with Circe turning Superman into a half-lion, and it’s not even the only story where Superman has to be a hero while upside-down.
And I’m assuming the fact that Lois Lane was the first woman in space is never referenced again.

Silver Age-ness: 1010/10
It would have been an easy 10/10 if it was just Circe forcing Superman to do silly stuff, but they HAD to go the extra mile and make this insane.

Does it stand the test of time? 2/10
The Curt Swan artwork is its saving grace. Not only his Circe/Saturn Woman is stunningly beautiful, but he does a lot of minor touches, especially with facial expressions and the way he draws clothes. Other than that…
No. Just… just no.


By the way, there’s a second story. It’s nothing special enough to review, and honestly keeping this panel out of context makes it funnier.

2 thoughts on “Superman #165”

  1. Bonus significance! Current issues of Justice Society feature Animal Lad of the Substitute Heroes, stuck in the form of a lion, and for some unexplained reason, wearing a Superman costume. An homage to this issue?

  2. Yes, we all realize that there could be no other qualified women in the entire United States besides Lois. And Lois practically says that women must eventually go into space to serve as breeding stock. I also thought Lana was a real prick in this issue.

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