1. Cover by Dan Jurgens and Karl Kesel.
2. "If Memory should Fail" plotted by Paul Levitz, penciled by Terry Shoemaker, inked by Karl Kesel, colored by Carl Gafford and lettered by Adam Kubert.

On Talok VIII, Shadow Lass and her cousin, Shadow Lad, are the captives of Lady Memory and the Persuader. Lady Memory and Shadow Lass fight, with the Legionnaire defeating her foe. The Persuader then makes a move to assassinate Shadow Lad when Mon-El arrives, fully recovered from the memory of fear cast by Lady Memory previously. They save the day and prevent Talok VIII from falling into a civil war. Meanwhile, Brainiac 5 tries to augment Dawnstar's powers of tracking with his own science so they can find some missing Legionnaires.