>From BGG written by Sphere ( if it is up again 
>http://www.boardgamegeek.com/thread/361816
):

I've owned the Portal 2nd edition for some time, but decided to grab a
copy of the new Z-Man edition so I'd have the expansions that it
contains. Here's a breakdown on how the two printings differ.

Rules

The rules are essentially unchanged content-wise. The Z-Man edition
leaves out the backstory section, which contained language that some
found offensive. ScottE has posted it here for those who are
interested:

The Portal 2nd Edition had both German and English rules, and was
black and white other than the cover. The Z-Man rules are in English
only, and use color throughout. Part of the rules are in black text on
red background, and some may require good lighting to read that
section.

The Z-Man edition also has rules for the Mad Bomber and Mercenary
counters (see Extras below).

Player Aids
The Z-Man edition pulls the section detailing the unit types and
strategies for each army out of the rulebook and puts those instead on
4 mounted cards, printed front and back. This is much handier for the
players to use, especially when learning the game. Interestingly,
these player aid cards aren't listed in the 'Contents of This Box'
section along with the other components. Maybe it was a late decision
to include them.

Counters
I've read several accounts of people getting miscut counters in their
Portal 2nd edition. I guess I was lucky, because mine are fine. The
main difference I see is that the Portal counters have a smooth
surface, while the Z-Man counters have a linen texture.

Board
Like the counters, my Portal 2nd has a smooth surface, while the Z-Man
has a linen texture. Both use identical artwork. The Portal 2nd has
somewhat brighter colors while the Z-Man is a bit more muted.

Box
The box for both games is the same size. The Portal box is constructed
from heavier cardboard.

Corrections
In the Portal 2nd Edition, there are two Brawler units and one Super
Mutant for Borgo, while in the Z-Man printing there are two Super
Mutants and one Brawler (I've read elsewhere that the names may be
attached to the wrong graphics for these two, but since these editions
both use the same names, I'll stick with that). The Brawler is
substantially stronger than the Super Mutant, so the Borgo faction is
stronger in the Portal version than in the Z-Man. I understand that
the Z-Man has the intended force mix, and provides the better balance.

Extras
The Portal 2nd edition has 4 blank counters, 1 each for the 4 factions
as determined by background color. Z-Man added 4 Mercenaries and 1 Mad
Bomber instead of the blanks.

Russ Williams posted an image of the Mad Bomber under the listing for
that expansion:



The Z-Man art is the same, although as noted above the counters are
textured differently.

I couldn't find an image of the Mercenaries, so I uploaded one myself:



I've probably forgotten something, but hopefully that should give you
a good idea of how the two printings differ.

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