Superman and Batman Face Brainiac and Clayface

Superman and Batman were considered the World's Finest team....and, who could face them other than the most dastardly of foes?

Well, one such team up of their individual villains was very interesting, as it paired two of the heroes most popular villains of the age...but also two who likely had the least of a reason to meet...Brainiac and Clayface.

Before going into their team-up, a little of their individual history...

Brainiac

Vril Dox premiered in Action Comics #242 (July, 1958) by Otto Binder and Al Plastino, being an alien menace that came to Earth, with plans to shrink Earth cities and keep them as a part of his collection, which would lead to "The Super-Duel In Space" with Superman.

As Superman tried to get aboard Brainiac's ship, but was unable to due to Brainiac's Force Shield, Superman returned to Metropolis and was taken when Brainiac shrank that city.  Flying out of the bottle Brainiac kept it in, the smaller Superman had to take refuge in another bottle as he was being chased by Brainiac's pet monkey, Koko, and thus, Superman discovered the shrunken Kryptonian city of Kandor which Brainiac had captured before Superman's homeworld of Krypton exploded; Superman did get his original size back, put Brainiac into suspended animation for a time, and took the small city of Kandor to his Fortress of Solitude, where he promised to restore the city to its original size (which he eventually did).

Brainiac, furious with Superman for costing him his cities, returned, threatening to destroy the Earth in Superman's Girlfriend, Lois Lane #17 (May, 1960), exposed Superman to a combination of Red and Green Kryptonite in Action Comics #275 (April, 1961), then shrinks Superman and the Daily Planet staff (who get out of trouble with the help of Congo Bill and Congorilla in Action Comics #280 (September, 1961).

Brainiac's origin is finally revealed in Superman #167 (February, 1964) by Edmond Hamilton, Curt Swan and George Klein, with "The Team Of Luthor And Brainiac".  Luthor discovers that Brainiac was really a robot created by the Computer Tyrants of Colu (and given a humanoid Coluian son, Vril Dox II, to complete the illusion...and later allow someone to start the lineage that let to the Legion of Super-Heroes' Brainiac 5, though this is not mentioned here).  Luthor helps free Brainiac from his interstellar prison, and while working with him, increases Brainiac's intelligence from 10th level to 12th on the planet Lexor (a world under a red sun where Luthor is a hero).  The villains defeat Superman by using a "coma ray" on him, and, after being captured by the Superman Emergency Squad (Kandorians who help as a squad of "little Supermen"), are found guilty in Kandorian court, but released so long as they take Superman out of his coma.  This leads Brainiac to his team-up with Clayface...  

Clayface

Matt Hagen first menaced the Dynamic Duo in Detective Comics #298 (December, 1961) under the guise of the shape-changing Clayface...a being able to morph into anything at will in "The Challenge of Clayface" by Bill Finger, Sheldon Moldoff and Charles Paris.


Matt Hagen got these powers after accidentally finding (then bathing) an underground grotto filled with strange chemicals.  During this first story, Clayface's powers were limited in time, and Matt would have to get away to the grotto to restore them, but was captured by Batman and Robin one time after his powers wore off, ending up in jail...

....but with Batman and Robin having no clue as to how Hagen got his powers.

Clayface returned after getting out of jail and going back to the grotto in Detective Comics #304 (June, 1962) being stopped by Batman being armed with a freeze ray, then again, when Batman finds the pool and takes a dip himself in Detective Comics #312 (February, 1963) wherein Batman also blows up the entrance to the pool, returns again with a synthetic version of the formula, but also has to contend with the Joker (upset this new villain is stealing his press) in Batman #159 (November, 1963).

Escaping from prison, Matt Hagen again becomes Clayface with the help of his synthetic chemicals, this time proving too much for Batman and Robin to handle in World's Finest Comics #140 (March, 1964) with "The Clayface Superman" by Dave Wood, Jim Mooney and Sheldon Moldoff.

While battling Clayface, Batman and Robin get help from Superman, at least until Clayface changes into Superman, and battles the Man of Steel to a draw, barely escaping.  Batman and Robin try using Kryptonite on Clayface in this form, but it only works until Clayface changes into something else (then back into Superman form when he has escaped).  Superman uses Red Kryptonite on Clayface, which is more effective, destabilizing Clayface long enough for his powers to run out.  After this, Clayface also needs a new home, as the Bat-titles are about to get a new look, and his type of science fiction crime is no longer welcome in Batman and Detective Comics....

The Team-Up

This leads to "The 1000 Tricks of Clayface and Brainiac" in World's Finest Comics #144 (September, 1964) by Edmond Hamilton, Curt Swan and George Klein, uniting these two villains against the World's Finest heroes!

First, Brainiac returns to Earth, and destroys a prison, freed many criminals, including Matt Hagen., then goes to Metropolis to cause trouble at the Daily Planet, including coating Jimmy Olsen in Green Kryptonite dust (which means Superman can't work with Jimmy).  Meanwhile, Batman and Robin are searching for Hagen (who is exposing himself to the synthetic chemicals to change into Clayface).  Batman and Robin come to Metropolis, where Batman gets the idea of taking Jimmy to help him (including revealing his identity to the lad), while Robin helps Superman.

The two new partners are more of problem when facing the foes, causing both Robin and Jimmy Olsen to doubt themselves (with Jimmy nearly revealing the secret of the Bat Cave to Clayface, as Robin also is very unhelpful to Superman).  

This situation is made even worse as Brainiac gets the upper hand on Superman, as Clayface does on Batman after each team has a second confrontation with their foes....

....then Brainiac decides to team-up with Clayface to increase the menace, but, with some quick thinking by the Robin-Olsen team, the villains are defeated!

After

Brainiac and Clayface II met in Clayface II's next appearance, that of Action Comics #443 (January, 1975), which also included villains such as Merlyn, Grodd and Chronos, all to face the Justice League, then the two were also involved in the Crisis On Infinite Earths, especially #12, where Clayface II met his end, and Brainiac's ship was invaded by Adam Strange, Captain Comet and the rest of the Forgotten Heroes, which included Dolphin and Rip Hunter.

Stranger still, both Brainiac and Clayface had multiple versions, most of Brainiac's version manifesting during the Convergence, and a glimpse of four of the people who were Clayface showing up in Secret Origins (though there are even more!).

Better still, find out more on each of them, with the tradepaperbacks of Superman vs. Brainiac from 2008, and Batman Arkham: Clayface from 2017, sadly, neither of which include their team-up.