The riddle posed by super-Earths (1–4R⊕, 2–20M⊕) is that they are not Jupiters: their core masses are large enough to trigger runaway gas accretion, yet somehow super-Earths accreted atmospheres that weigh only a few percent of their total mass. We show that this puzzle is solved if super-Earths formed late, as the last vestiges of their parent gas disks were about to clear. This scenario would seem to present fine-tuning problems, but we show that there are none. Ambient gas densities can span many (in one case up to 9) orders of magnitude, and super-Earths can still robustly emerge after ~0.1–1 Myr with percent-by-weight atmospheres. Super-Earth cores are naturally bred in gas-poor environments where gas dynamical friction has weakened sufficiently to allow constituent protocores to gravitationally stir one another and merge. So little gas is present at the time of core assembly that cores hardly migrate by disk torques: formation of super-Earths can be in situ. The basic picture—that close-in super-Earths form in a gas-poor (but not gas-empty) inner disk, fed continuously by gas that bleeds inward from a more massive outer disk—recalls the largely evacuated but still accreting inner cavities of transitional protoplanetary disks. We also address the inverse problem presented by super-puffs: an uncommon class of short-period planets seemingly too voluminous for their small masses (4–10R⊕, 2–6M⊕). Super-puffs most easily acquire their thick atmospheres as dust-free, rapidly cooling worlds outside ~1 AU where nebular gas is colder, less dense, and therefore less opaque. Unlike super-Earths, which can form in situ, super-puffs probably migrated in to their current orbits; they are expected to form the outer links of mean-motion resonant chains, and to exhibit greater water content. We close by confronting observations and itemizing remaining questions.
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