Superman Lives Script

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SUPERMAN LIVES Written by Kevin Smith WARNER BROS. March 27, 1997 4000 Warner Boulevard © 1997 Burbank, California 91522 WARNER BROS. All rights reserved. ------------------------------------------------------------------ EXT. SPACE An Alien craft floats through the void, approaching a slow-moving ASTEROID. INT. ALIEN CRAFT Two humanoid ALIENS dressed in uniforms pilot their craft nearer to the asteroid. ALIEN #1 Receiving a signal from an alien system, but there's interference on the channels. ALIEN #2 Once we get past this asteroid, it should clear up. Suddenly, THROUGH the windshield, we see tentacles shoot out of the asteroid. EXT. SPACE The tentacles wrap themselves around the craft, and electrical energy courses between the pair. The "Asteroid" reveals itself to be the BRAINIAC SKULL SHIP - a tentacled craft that looks like it sounds. A set of "jaws" protrude and puncture the hull of the small craft. It glows white hot with power. INT. SKULL SHIP - OPERATING THEATRE We see a surgical table, its contents obscured by the shadows, save for the back of a malformed head. Computer banks and monitors are everywhere. A small ROBOT works beside the table - implanting a cable into the back of the malformed head. It throws a switch. Raw energy blows through the cable, causing the "patient" to convulse and writhe, screaming. CLOSEUP - METALLIC SHAFT as it begins to reconfigure, taking the shape of an arm. We see the same happen to other parts of his "body" -- hands, legs, facial features. EXT. SPACE The craft the Skull Ship holds then goes dark, the energy being sucked from it having run dry. INT. SKULL SHIP - OPERATING THEATRE The "patient" stops convulsing, as the cable attached to its head ceases to glow. BRAINIAC That was all the energy the craft yielded? L-RON The craft was a short-ranger, my Lord. I'm surprised that can had enough juice to give you this much form. We pulled 1.9 trigs out of it. There's nothing more to get. BRAINIAC (rising) An inaccurate assessment. INT. SMALL CRAFT The frightened Aliens try to re-start their craft. ALIEN #1 (off computer) Motion detectors are picking up something breaching the hull! The DOORS melt. BRAINIAC enters: humanoid in appearance, green- skinned, black-eyed, red-lipped. Metallic, and bald. A series of metal relays criss-cross his forehead -- three solid circles, intersected by straight lines. The aliens reach for LASER-GATLINGS and FIRE, but they cause no damage. Brainiac instead grabs the weapons, jamming them into his body -- consuming the lasers into his form, energizing. He drops the guns, and his hands morph into tendrils, which plunge into the chests of the terrified Aliens. He absorbs their life forces, making them husks -- at which point they explode, covering the cabin in goo. Brainiac inhales deeply, charged. EXT. SPACE The tentacles of the Skull Ship unravel from the wrecked craft. The Skull Ship powers up and thrusts into the void. INT. SKULL SHIP BRIDGE Brainiac watches space part before him on the View Screen. L-Ron joins him, holding a containment unit. BRAINIAC The cosmic irony, L-Ron -- I who have destroyed a world am now forced to subsist like a parasite. Once, infinite power was my manifest. Now look at the pride of Colu -- feeble attempts to maintain even this meager anthropomorphic form! L-RON At least you have what passes for legs. Brainiac gives L-Ron a withering look. BRAINIAC What did your search of the craft yield? L-Ron holds up the containment jar, inside which scurries a multi- legged fist-sized creature. BRAINIAC (glances at it) Thanagarian Snare Beast. Infancy stage. Illegal in sixteen systems due to the advanced nature of their growth patterns outside of their own atmosphere. (beat) Add it to the menagerie. Then, a BEACON sounds. On the main screen, scrambled letters and numbers appear, forming the distorted image of Lex Luthor -- commanding, corporate, suave, bald... And ominous. LEX (V.O) Greetings. This message -- transmitted in over one hundred languages -- comes to you from Earth. Brainiac regards the message curiously. LEX (V.O.) I am Lex Luthor, owner and C.E.O. of LexCorp -- a vast and powerful conglomerate that dominates trade on this planet. To whatever life form that may receive this, I extend an invitation to our world. Non-hostile and eager to establish contact with extraterrestrial races, Earth welcomes a visit from whomever receives this greeting. I myself call upon you to make contact, so that we may establish relations, open trade routes... Brainiac turns away, disinterested. Then, the "friendly" greeting onscreen turns darker. LEX (V.O.) ... and discuss any information you might have regarding a visitor to this planet of Kryptonian descent. Brainiac snaps to attention, shocked recognition crossing his face. BRAINIAC My days of scavenging are over, L-Ron. Lock onto this transmission and follow it to this Earth his speaks of. L-RON What for? BRAINIAC Jor-El's most accomplished creation, L-Ron -- the Eradicator still exists! Brainiac's eyes glow with intrigue. L-Ron shrugs and begins entering coordinates. Lex's message continues onscreen. LEX (V.O.) From one superior intellect to another -- whomever or whatever you may be -- I implore you to come to Earth, so that we might discuss the problem we call... INT. TELEVISION STUDIO A CLOSEUP of a stiff-looking TELE-JOURNALIST fills the screen. HOST Superman -- friend to Earth, or hindrance? Tonight we take a closer look at the Man of Steel. We're in a television studio. While the "Nightline"-like opening logos play, cameras whirl and reposition. Then: HOST Does the existence of a seemingly god-like vigilante impact the world positively or negatively? Examining this with us tonight is LexCorp C.E.O. and Metropolis' second most well-known figure, Lex Luthor. Seated across from the host, LEX LUTHOR winces at the introduction. Looking far more congenial than he did in his clip aboard the Skull Ship, Lex is in public persona. HOST Mister Luthor -- you've been the most vocal proponent of the Wertham Act -- the bill that seeks to outlaw costumed vigilantes in the greater Metropolitan area. Given that Superman is the sole individual who could fall under this criteria, the question begs asking -- why so much distrust of 'the man of tomorrow'? LEX I'm no enemy of Superman, Ted -- quite the contrary. I find his flair for fashion and whimsical abilities very... David Copperfield. Such a crowd-pleasing showman who makes Metropolis his home is a boon for the tourist trade. But I do question the good that Superman represents for the human race -- beyond entertainment value. HOST Such as? LEX Well -- aiding the planet at every turn against war, famine, natural disaster, for starters. It represents a complete freeze on the evolutionary process. And what of his more immediate effects on our society? Having Superman make his home in Metropolis is a veritable call-to-arms for any psychotic with dreams of world domination. The Wertham Act would be a deterrent to those who might consider jumping into a pair of tights and challenging the Man of Steel to a battle royale right here on the streets of our fair city. HOST An interesting position, Mister Luthor -- but one that I'm sure your opposition will refute. We welcome city beat reporter for the Daily Planet, Lois Lane. LOIS sits beside Lex -- beautiful yet poised... even though she looks thoroughly pissed. LOIS This proposed act, which even Metropolis' own Governor Bree opposes, is nothing more than Lex's one-man crusade against Superman. Outlawing the Man of Steel, would be like removing the soul of this city. I mean, can anyone even remember what Metropolis was like before Superman arrived? LEX As I recall, there were less red, white and yellow souvenir stands. Miss Lane -- have you ever been able to look past your blind allegiance to this off-worlder to think that maybe he employs criminals to improve his P.R.? For all we know, they're on his books. LOIS In Salem, it was a witch-hunt, in Hollywood, it was the 'Red Scare'... Leave it to your fertile imagination to come up with 'Cape-Gate.' LEX The vehement defense you put up for him, I'd say the only thing fertile around here is someone's hopes of carrying a super-brat one day. LOIS That's it... Lois jumps Lex, who tumbles back in his chair. She begins laying into him, as the Host LEANS INTO the FRAME, addressing the TV "audience." HOST We'll be right back. Fade to a commercial -- in an open field, a WOMAN spins a small boy in her arms: V.O. Family -- it's the bottom line behind every decision she makes. Yours, or hers. In November, vote with your heart. The chyron at the bottom of the screen reads 'Paid for by the Committee to Re-Elect Governor Bree', as the visual locks on the small BOY in her arms. CUT TO: EXT. HOB'S BAY STREET - DAY The same small Boy, exits a BISTRO, holding the hand of this mother, GOVERNOR CAITLIN BREE. They are flanked by SECRET SERVICE MEN. PAPARAZZI and TELEJOURNALISTS (including Cat Grant) converge on them, snapping photos. CAT Madam Governor -- how was the meal? GOVERNOR Excellent. This Bistro represents the first major step in the revitalization of Metropolis' historic Hob's Bay. CAT Do you think the redevelopment project can change the public's perception of this area as 'Suicide Slum'? GOVERNOR If the meal was any indication, I'd say absolutely. CAT (to the boy) How about it, Brodie -- what'd you think of the Bistro's food? BOY It was the bestest p'sghetti I had in my whole life! The Journos laugh. The Governor kisses her son's head and hugs him, then turns back to the cameras. GOVERNOR I want Metropolitans to know that there is no danger in Hob's Bay. Suddenly, across the street, the side of the building EXPLODES, raining debris on the crowd. The Governor covers her son. Five crudely-masked THUGS pour from the hole in the building, opening fire, sending people running. Then, from the still-smoking blast-hole, DEADSHOT emerges. Clad completely in silver and red, featureless (save for the glowing red gun sight covering his right eye). The Secret Service Men covering the Governor draw their guns. Deadshot takes aim with his WRIST-REVOLVERS and shoots the pieces from their hands. The thugs clear a path for their leader. The Governor looks up to see Deadshot standing over her. GOVERNOR This city will not bow down to terrorism of any kind! DEADSHOT Maybe not... He drops the Governor and grabs the boy by his collar. DEADSHOT ...but I'm sure you will. Won't you... mom? Deadshot holds his wrist-revolver to the scared Boy's head. A crimson laugh echoes out from behind his mask. EXT. DAILY PLANET BUILDING ROOFTOP - DAY We still hear Deadshot's laugh, but from someone else's perspective - a super-hearing perspective. A very familiar pair of BOOTS steps to the edge of the building, then steps off disappearing in a flash of red. EXT. HOB'S BAY STREET - DAY A SONIC BOOM fills the air. Deadshot looks to THUG #1. DEADSHOT Tell me that was your stomach. High above, a streak of RED descends at a rapid rate, rocketing into the pavement, leaving a hole in the ground. DEADSHOT Oh, shit... The street beneath their feet explodes, and the same red streak flashes past Deadshot, taking with it the Boy in the blink of an eye. All immediately mobilize. DEADSHOT GRAB THE BROAD AND LET'S GET OUT OF HERE!!! The thugs grab the Governor as a VAN screeches up. EXT. TOP OF BUILDING - DAY The Boy is set down lightly on the roof. He opens his eyes, which then go wide. Before him stands SUPERMAN (um... 90's style), licking his hand. SUPERMAN Mmmm -- Spaghetti. (hand on the boy) You okay? BOY Can we do that again?! SUPERMAN First I gotta beat up the bad guys. BOY My mom thinks you're cute. SUPERMAN That's why I voted for her. Superman winks and leaps into the air, disappearing. INT. VAN - DAY The Governor under Deadshot's gun, Thug #1 revs the engine. Suddenly, through the windshield, Superman explodes up through the hood of the Van, adorned in engine parts. DEADSHOT GET OUT THERE AND VENTILATE HIM!!! EXT. HOB'S BAY STREET - DAY Superman pulls himself from the Van, and hurls the engine at two of the Thugs. The remaining three open fire. The bullets bounce from Superman's chest. EXT. SPACE - SOMEWHERE OVER EARTH The Skull Ship slinks into our atmosphere. INT. SKULL SHIP On the view screen, Brainiac and L-Ron watch Superman fight the masked thugs. L-RON Ugh. Do they all dress like that on this planet? BRAINIAC That symbol on his chest. It's a seal of scientific office. From... (gets it) Krypton! It's the Kryptonian! L-RON It can't be him. Kryptonians were never known to manifest above-average strength or invulnerability. BRAINIAC Perhaps he derives his power from the Eradicator... L-RON I don't know -- he's not wearing any technology. BRAINIAC Get us to this Lex Luthor of Earth... now! CUT TO: EXT. HOB'S BAY STREET - DAY As bullets bounce off Superman's chest, the Man of Steel's eyes glow red. Two HEAT BEAMS seer into the machine gun in the hands of one of the Thugs. The gun glows red, and the Thug drops it. Superman repeats this with the remaining four thugs, until they're all disarmed, waving their hands in the air to cool them, looking as if they're waving goodbye. Superman waves goodbye back at them. Then we hear... OC DEADSHOT Hey - boy scout! DEADSHOT'S POV THROUGH GUNSIGHT Superman turns, his face falling into the crosshairs. Deadshot, holding the Governor, FIRES a single kill SHOT. Superman's head jerks backwards and pauses momentarily. When he brings his dead forward, we see the bullet is caught in his teeth. He rocket-spits the bullet out... ...which hits Deadshot's wrist-revolver, throwing the villain's arm back, away from the Governor. In a flash of red, Superman is in front of Deadshot, shaking his head. SUPERMAN Look at your outfit. What is this -- Gotham? He grabs Deadshot's wrist-revolver, and then finger-flicks the villain in the head, knocking him out. People emerge from the Bistro, cheering as the terrorists are collected by the Authorities. Superman dusts the Governor off and nods at her. SUPERMAN Madam Governor... He disappears in a flash and a gust of wind, then reappears holding the Boy. SUPERMAN ... your most important constituent. The Governor hugs first her son, then Superman. GOVERNOR Thank you, Superman. Superman blushes slightly, rub's the Boy's head, and walks away. He glances down at Deadshot's wrist-revolver. SUPERMAN'S X-RAY VISION POV We see first the weapon, then through the weapon and into the components that make it tick. ZOOM IN ON a set of microscopic serial numbers, etched into a tiny chip. BACK TO SCENE Superman shakes his head and sighs. SUPERMAN What a shock. Luthor. The wrist-revolver EXPLODES in his hands. He drops it to the ground, where it continues to burn. EXT. GBS BUILDING - NIGHT Lex exits the building, flanked by MISTY, his gorgeous but lethal bodyguard. He holds a small icepack to his cheek. LEX I can't believe the bitch tagged me. What do I pay you for? Then JIMMY OLSEN shows up, out of breath. He looks at LEX, panting, then nods to Luthor's shiner. JIMMY Superman? Lex seethes, as Lois emerges from the building. LOIS It was the Joker, Jimmy. He was mad that Luthor stole his act. LEX I thought journalists were supposed to be impartial. LOIS I thought humanitarians were supposed to be human. (takes out pen and pad) Care to comment? LEX Pithy to the last. Lex hurries to his limo. LOIS (to Jimmy) Pithy. Who uses that word anymore? JIMMY Chief wants you back at the Planet, Miss Lane. something big just broke out in Hob's Bay! LOIS Superman? JIMMY There and gone. They climb into the taxi that pulls up. INT. LEX'S LIMO - NIGHT Lex puffs on a cigar. Sipping brandy from a snifter, he clicks on the TV news, which shows SUPERMAN at Hob's Bay. Lex goes white hot and wide-eyed with rage. Up front, Misty rolls her eyes. EXT. LEXCORP BUILDING - NIGHT Lex exits his limo and marches bitterly toward the LexCorp building followed by Misty. LEX Six months of planning, and all for nothing! With Governor Bree in line, I could've taken back control of this city from that... that... alien! INT. ELEVATOR - NIGHT Metropolis shrinking behind him, Lex watches the digital numbers rise, seething. Then, the elevator stops abruptly. Misty catches Lex, setting him upright again. Suddenly, the hatch at the top of the elevator is ripped off. A blue-clad arm reached in, pulling Lex out. INT. ELEVATOR SHAFT Superman holds Lex in his grip. SUPERMAN Fifth floor - hair care products. LEX One of these days, they're going to pass the Wertham Act, and then one of these nights, I'll be able to blast your pajama-clad ass out of the sky... legally! SUPERMAN Speaking of acts of violence -- did you hear the one about Hob's Bay? See, this guy wants to get his anti Superman bill passed. So he hires a few masked goons to threaten the Governor to speed the bill along. Lex yawns slightly, as if bored. SUPERMAN But here's the punchline -- he's got such a big ego, he demands that a serial number from his company show up somewhere on the hardware he provided his hired mercenaries, thus implicating him in a federal offense. Isn't that a gut-buster? Lex arches his eyebrows slightly. Then, a pissed Superman yanks Luthor to him, bringing them face-to-face. SUPERMAN I'm putting you behind bars! LEX No... proof... loaded... hardware with... self-destructs... triggered by the... radiation waves of your... x-ray vision! Superman glares at Lex, knowing he's right. SUPERMAN Then maybe I should save the courts of Metropolis the time -- make myself the judge, jury... Superman hooks his foot under a bar on the elevator and starts 'towing' the car up the shaft at an alarmingly fast rate. SUPERMAN ... and especially executioner. Luthor looks up. LUTHOR'S POV - The fast-approaching top of the shaft -- jagged and deadly. If his head so much as touches it, he's a dead man. Lex panics, as the top of the shaft gets closer. Superman nonchalantly checks the nails on his free hand. The ceiling gets closer. Lex jams his eyes shut. Then, Superman stops, thus stopping the car as well. Luthor's head is a half-inch from a nasty spike. He opens his eyes slowly, looking from the spike to Superman. SUPERMAN You're hardly worth the effort. He drops Lex, and disappears in a burst of red. EXT. SPACE The Skull Ship slips into Earth's orbit, menacingly. EXT. DAILY PLANET BUILDING - NIGHT The globe spins atop Metropolis's once-largest skyscraper (Lex built his bigger). All the windows ark dark... except one. And THROUGH it, we see Lois. INT. DAILY PLANET CITY ROOM - NIGHT Lois -- alone at her desk -- types on her laptop. In the midst of the tapping her fingers create against the keys, ANOTHER PITCH OF TAPPING joins in. Lois spins around to see Superman floating outside the window. Lois trips over a desk or two rushing to the window. LOIS Superman! SUPERMAN 'Evening, Miss Lane. Late night? LOIS I'm just... filing my piece on Hob's Bay. Nice bit of work there. Superman flies in, setting down beside a desk. The nameplate on the desk says "CLARK KENT." SUPERMAN Mister Kent's desk? LOIS This is Mister Kent's fastidiously immaculate work station -- I call it Smallville Central. SUPERMAN He's not around tonight? LOIS Thankfully, no. If I had to withstand Clark Kent day and night, I'd be at my therapist's twice a week as opposed to one. SUPERMAN Doesn't take super senses to detect a little friction there. Not a fan of Mister Kent, Miss Lane? LOIS Clark's Clark, you know. He's great and all, don't get me wrong. But he is kind of a... Dudley Do-right. It's hard for me to relate to a man like that. SUPERMAN And why's that? Lois looks him dead in the eyes. The costumed Adonis gives it back as good as she's giving. Lois slams down the lid of her laptop and stands up. LOIS Well, Superman, I'm not into all that Kansas Boy Scout babble. I'm the kind of woman... (moves closer) ... who like a man... (brings her lips to his) ... in tights. And Lois plants one on Superman -- long and passionate. Superman breaks the kiss and steps back. SUPERMAN Miss Lane... I have something to tell you. He pulls Clark's glasses from his cape and slips them on. SUPERMAN I'm really Clark Kent. Lois goes wide-eyed and faints. Superman rushes forward and catches her. Then she opens her eyes and shakes her head. LOIS Really, Clark -- must we go through this every night? They kiss. He brings her back to her feet. LOIS Nice job with the bad guys, babe. I was proud of you. SUPERMAN 'Smallville Central.' Who calls it that? LOIS Try everybody, Clark. Even Jimmy. SUPERMAN (shakes his head) And I loaned that kid twenty bucks last week. Ungrateful slacker. (beat) How about dinner? LOIS Not Burger King again. Let's just eat at my place. SUPERMAN Why, Miss Lane, you underestimate me. I was thinking a more... monumental dinner... INT. LEX'S OFFICE - NIGHT The nerve center of Lex Corp. A bank of monitors with a vast array of channels adorns one wall, over which hangs an alarmingly increasing digital readout titled 'ACRES OF LEXCORP-CLEARED RAIN FOREST'. In the center of the room, a monolithic desk, backlit by a large picture window. Misty sits on the couch, reading a magazine. Lex enters, fuming, covered in grease. He puts up his hand. LEX Don't ask! Just draw me a bath. Misty heads off for the huge, sunken marble tub at the far end of the office and runs the water, while Lex crosses to his desk. He passes the bank of TV's, all of which detail SUPERMAN'S HOB'S BAY ENDEAVOR. He pours himself a drink and sits, not noticing L-Ron resting atop the desk. L-RON Greetings -- Lex goes wide-eyed at the robot and leaps from his chair. LEX BOMB!!! Grabbing the robot, Lex charges by Misty and hurls L-Ron into the tub. He dives onto the floor, hands over his head, awaiting the blast. After a beat, he looks up. L-Ron slowly rises from the tub. It discharges water from its circuits and SPUTTERS. L-RON Go with entrance 'B.' Then, the PICTURE WINDOW EXPLODES. Brainiac glides in, god-like, much to Luthor's shock. Misty leaps in front of her boss/lover as the ALARMS sound. BRAINIAC Lex Luthor of Earth, I am Brainiac! A pair of LexCorp SOLDIERS burst through the doors. LEX Kill it!!! The soldiers open FIRE at Brainiac. He absorbs the bullets. Then, pulls his energy-suck maneuver (from the first scene). Lex and Misty stare, wide-eyed. BRAINIAC I come to discuss the Kryptonian you mentioned in your homing message. LEX (beat; to Misty) Clean up what's left of those guys. Misty nods, backing away. Lex and Brainiac eye each other cautiously until Lex motions toward his desk. Brainiac follows, but stops short at Lex's impressive computer setup. He seems astonished. BRAINIAC This technology... Brainiac sharply raises his hand between he and Lex. Lex startles a bit as Brainiac's hand then reconfigures into something that he inserts into the computer. Downloading sounds are heard, as Brainiac cocks his head, as if sampling wine. LEX LexTech Prime. My computers division builds these things. (touches computer) It's the most cutting-edge, the most sophisticated, the most... BRAINIAC Primitive. Ancient. Brainiac extracts his appendage, which reconfigures anew. LEX (beat) Yes, well -- you obviously know whereof you speak. BRAINIAC This Kryptonian you mentioned -- I know of him as well. LEX Unit nine -- full display. The images on the monitors align into one single visual of Superman in action, from earlier that day. LEX He's my mortal enemy, the object of my ire, the... (change of tone) You're not a... friend... of his, by any chance... Are you? BRAINIAC Where I come from, we destroy that which impedes our progress. Why have you not done the same? LEX Kill Superman? Look, I've had everyone who was ever a thorn in my side done away with. From my third-grade teacher to my third wife, nothing eases friction like... (mimes a gun to the head) Pow -- you know what I'm saying? Superman would've been dead as white weddings if it weren't for the fact that he's from Krypton -- whatever the hell that is -- which means he can't be killed. BRAINIAC I watched Krypton die screaming, Lex Luthor. Invulnerable is something its inhabitants weren't. (beat) He is aided by technology of some sort -- a machine? LEX Far as we can tell, Pinocchio has no strings. BRAINIAC (thinking aloud) Then it's his chemistry -- it must be affected by this planet. Radioactive shards of our destroyed home world would be toxic to his system. LEX Kryptonite. Brainiac whirls back. LEX I've spent the last two years and millions of LexCorp dollars trying to synthesize the stuff. You know what it yielded? Lex reaches into a drawer and pulls out a pottery shell, covered in mossy grass. LEX The 'Chia Pet.' Lex places it on his desk, beside a model of a SPACE STATION WITH LARGE MIRROR PANELS. Brainiac analyzes the model curiously. LEX One of LexCorp's long-range goals -- a solar conductor. One of these days, this puppy's going to make me a multi- billionaire -- going to draw energy directly from the sun's surface and sell it to the masses. Brainiac presses something on the model and huge gun turrets pop out, with accompanying cannons. Lex smiles. LEX That's the long, long-range goal -- a massive solar-powered cannon. As Lex speaks, Brainiac's attention is drawn from the model, to the footage of Superman in action, then back to the model. A plan begins formulating. LEX We're thinking concentrated sunbeams might fry a hole through the man of steel. It's a stretch -- but a guy's gotta have a dream. BRAINIAC (quickly turns) Blasting him with a solar beam will only enhance his power. This world is fueled by the light of a yellow sun, is it not? LEX Last time I checked. Why? BRAINIAC Krypton, too, was fueled by a sun -- a red sun. (thinks) The actual construct of this -- is it operational? LEX Maybe in twenty years. But for what it's worth, it's up there already. BRAINIAC Surrender it top me. I'll augment it with my own technology. Provide me with this, and you will not only have your solar conductor twenty years ahead of schedule, but this Super-man will be... (mimes gun to head) Pow -- as you say. LEX (catches on) All the capital, material, and technologies of my company are at your service... if you can kill Superman. You accomplish that, and to this planet's inhabitants, I'll make you a god. EXT. LEXTECH DYNAMICS - NIGHT A RADAR DISH reconfigures, as we hear... SHUSTER (V.O.) Mister Luthor -- you can't do this! INT. LEXTECH DYNAMICS CONTROL ROOM - NIGHT A scientist, SHUSTER, argues vehemently with Lex, as Misty oversees a TECHNICIAN. LEX Who pays the bills here, Shuster? I want the solar conductor reconfigured to these coordinates. SHUSTER But it's not durable enough to travel this far out of Earth's orbit! Lex nods to Misty, who puts the kibosh on Shuster, dropping him to the floor. Lex glares at the Technician, who feverishly works on his computer. MISTY I would never presume to tell you your business, but it seems you're trading one alien for another. LEX Never trust anyone with the stones to call himself Brainiac. I equipped that rocket we gave him with a diagnostics scanner that'll get me a complete breakdown of what makes him and his technology tick. And when we have that, LexCorp will be the most powerful corporation in the world. MISTY Because Superman will be gone? LEX Because I'll have harnessed the capabilities of an artificial intelligence so advanced, it can hold a conversation with people... not to mention the computers that make up the defense systems of every NATO nation on Earth. MISTY An extortion racket? LEX The extortion racket, my dear. EXT. SPACE The SOLAR CONDUCTOR (a huge version of the model) powers up. It rockets deeper into the stars. We pan down from those stars to see... EXT. MOUNT RUSHMORE - NIGHT A nice VIEW of the Presidentially-sculpted mountain. On top of Washington's head, we see a small fire burning. EXT. MOUNT RUSHMORE - ATOP WASHINGTON'S HEAD - NIGHT Clark and Lois sit on a blanket, looking out over the vista. There is a campfire going, and the remnants of their dinner lay strewn about the open picnic basket. Lois sips wine from a glass. Clark drinks orange juice. LOIS Monumental. You're such a goof. CLARK Thank Pa for that. He was the punster of the family. Ma's the one who taught me to cook, though. LOIS Ma also teach you how to reheat chicken with your eyes? CLARK Some things a boy has to learn on his own. LOIS (beat) Did it ever bother you -- being the 'adopted' child? Never knowing your real parents? CLARK If I ever did, it was only because I couldn't help but feel my destiny might've been stolen from me. LOIS How so? CLARK I'd start wondering what I was supposed to do in life -- what would I be like if Krypton hadn't... you know? Who were my parents? Would I have ever left the planet? Would I have ever come to Earth? (beat) Would I have ever met you? LOIS No. But you'd probably still read me. You'd say to yourself "If I could only be half the writer this Lois Lane of the planet Earth is!" CLARK (chuckles; then) I know it sounds silly -- where do I get off complaining? Me -- the guy who's faster than a speeding bullet, more powerful than a locomotive... what's the last one? LOIS Something about tall buildings. CLARK Right. But all that aside, I'm just a person, you know? I have what-ifs like everyone else. What if I'd grown up under a red sun, and never had these powers? LOIS (smiles) Who would save me, again and again and again? CLARK Somehow I doubt you'd have any trouble getting along without me. LOIS Trouble? No. Fun? Yes. They kiss deeply, as we cut to... INT. SKULL SHIP Brainiac and L-Ron watch the solar conductor on their view screen. BRAINIAC Launch the hybrid technology. L-Ron presses a button on the control panel. INT. ROCKET CARGO HOLD Technology extremely alien in appearance fills the cargo hold. It begins vibrated, then explodes, "growing" out of the smoke. It spreads throughout the cargo hold and... EXT. SPACE ...out through the rocket's seams. It consumes the rocket from within, covering it in bio-metallic tendrils. In the midst of the Solar Conductor, an Earth made rocket labelled LexTech 37 grows white hot with energy. Then, lasers burst out of it from all sides, striking and bouncing off the mirrors of the solar conductor, creating a 'net' across the miles-wide diameter. The 'net' begins to slowly prevent sunlight from passing through. The light that shone on Earth now fades slightly, as Brainiac's SHADOWCASTER goes to work. EXT. MOUNT RUSHMORE - NIGHT Packing up, Clark doubles over slightly, as if suddenly woozy. He rights himself and shakes it off, smiling. CLARK Indigestion. Maybe I didn't cook the chicken long enough. LOIS You know what I was just thinking about? The rocket -- the one you told me brought you to Earth... whatever happened to it? CLARK It's at the fortress. LOIS Ah -- the He-Man Woman Haters Club. (laughs) Do you ever study it? Try to learn something more about where you came from? About your parents even? CLARK I know all I'm ever going to know -- there was a planet. It blew up. End of story. I'd rather dwell on the present... and the future. (hugs her) Which is something I'd like to talk to you about... LOIS (gently moving away) No-no. Let's talk about flying home and going to bed. We both have work tomorrow. CLARK Why do you always get like this when I try to talk about where out relationship is going? All I'm saying is that I love you... LOIS And I love you too... CLARK ... and I'd like to talk about something more... permanent. Lois' eyes go wide. She stares at him for a beat, then looks down. LOIS You know, the first time I heard about you, I thought you were a hoax. 'Flying Man Stuns City,' the paper said. 'Yeah, right.' I said. But then I saw you land that downed shuttle on your back. And in that moment, every jaded bone in my body believed that a man could fly... (touches his face) The first time I met you -- as Clark -- I thought you were the squarest hick to ever escape Kansas. But when you called me 'Miss Lane'... you were so polite and even gallant, that you made me feel like a princess. (her head on his chest) The first time you told me about... well, about your other job, there was a moment of shock. And then it all made sense. Who else but Clark Kent could care so much about people he didn't even know... (smiles) And the first time we kissed... (gets teary) ... I knew it was you. You were the person I'd stopped believing in years before -- the one my mother told me about. (beat) And the first time you left me in the middle of the night to rescue that luxury liner, I knew that you didn't belong to me. You belong to the world. She steps back and looks at him. CLARK Lois -- LOIS (finger to his lips) Your responsibilities are huge. I can't possibly expect you to divide your time between a wife and the world. What about children... if that's even possible? CLARK I could slow down -- pace myself... LOIS And feel the weight of a death you couldn't prevent because you were too busy bringing the kids to the video store? Lois shakes her head sadly. Clark's eyes are downcast -- her words truer than he can bear. LOIS There's nothing I'd want more than to share a life with you... (beat) But I won't settle for a half-life. Clark takes it in somberly. Then he lifts his head, as if listening to something far away. CLARK (beat) A plane's in trouble over Paraguay. (looks at her) Lois... LOIS Go ahead. Just don't forget to come back for me. Clark becomes a blur that turns into Superman. He leaps off the cliff. EXT. SPACE - CONTINUOUS The ShadowCaster seals off a large section of sunlight. EXT. MOUNT RUSHMORE - CONTINUOUS Suddenly, Superman is struck, as if shot. He falters in mid-air and falls against the edge of the cliff. Lois shrieks and grabs his hand, catching him in the nick of time. Superman looks up at her, wide-eyed. He throws his other hand up to Lois. She digs her heels into the ground and pulls, as Superman climbs up to the safety of the level ground. He collapses to his hands and knees, breathing heavily. Lois is on top of him, checking his pulse, feeling his head. LOIS God, Clark - are you okay?! What happened?! Was it Kryptonite?! SUPERMAN It wasn't a toxic reaction. It was something else. LOIS We've gotta get you home... SUPERMAN (leaps to fly) I'll be okay - that plane won't if I don't leave now. LOIS (pulls him back) Are you out of your mind?! You almost fell of a cliff, Clark! You! Superman gently extracts his cape from her grip, touching her face. He then lifts off the ground, hanging there -- apparently back to normal. He shrugs at her, and disappears in a flash of red, leaving behind a worried Lois. EXT. SPACE - NIGHT The Skull Ship looms through the vacuum of night. INT. SKULL SHIP - CONTROL ROOM - NIGHT Brainiac punches some buttons, and the specs on the Eradicator fill the screen. L-RON But how do you know the Eradicator will even show up? It's been years, my liege -- the technology could be ancient history by now. INT. MENAGERIE - NIGHT DOORS HISS open, and they enter the vast MENAGERIE -- a zoological collection of various species collected during Brainiac's journey through the cosmos. Brainiac heads to one in particular -- a knee- high, translucent tube, filled with what looks like the contents of a Lava-Lamp. Brainiac opens the case, extracting an embryonic protoplasmic life form. It looks harmless, if ugly, letting out a meager YOWL. He places it into a missile-looking tube, sealing it closed. BRAINIAC Jor-El was no fool -- he would not have sent his only child to an alien world without the protection the Eradicator would provide. The technology is out there, L-Ron, and absorbing it will provide me with enough power to both maintain my body permanently and make me a god! L-RON Right. Let's kill the cape. A hole opens in the wall, and Brainiac slides the tube into it. He pushes a large button on the panel. EXT. SKULL SHIP - NIGHT The tube rockets from the rear of the ship, and heads toward Earth. EXT. METROPOLIS PARK - NIGHT The capsule rockets into the atmosphere and pierces the ground, imbedding itself deep within the Earth, unseen. EXT. DAILY PLANET BUILDING - DAY The streets of Metropolis bustle below, as we hear... PERRY (V.O.) One more time, Olsen -- in English, please: how did we get these shots again? INT. PERRY WHITE'S OFFICE - CLOSEUP - COMPUTER MONITOR We scroll through photos of the Hob's Bay incident. JIMMY (O.S.) Like I said, Chief -- I'm wired. PULL BACK to reveal Clark and Lois sitting in front of Perry's way-too-busy desk, watching Jimmy clicking on a mousepad. PERRY WHITE, the Planet's venerable old editor, watches, befuddled. JIMMY I'm linked to thousands of other photo-journalists around the world. We exchange images all the time. CLARK Jump into the cyber pool with the rest of us, Mister White. PERRY And we're allowed to run these pictures? JIMMY Free and clear, with a photo credit. LOIS Give the kid a break, Perry. He's all about the paper. PERRY Lois -- my office. MY office. CLARK Lois works here under the assumption it's hers as well. LOIS Eat it, Smallville. PERRY Alright, Olsen. You can keep your computer-thing up. Mow vamoose. Jimmy shuffles by Lois, who pats him on the back. Perry slumps in his chair. PERRY Down to brass tacks -- what have either of you got? LOIS A top LexTech scientist, a Dr. Shuster, went missing last night. CLARK Got a call from a technician who said that Shuster and Lex got into a heated argument over the altered trajectory of that LexTech experimental space station. PERRY The one Lex has yet to disclose the purpose of to NASA? What else? LOIS The boys in weather fed me this one -- seems that dawn was eleven minutes behind schedule this morning. PERRY Cause? LOIS Unsubstantiated rumors of something spotted by the fellas up at the observatory. Sounds like a story up Smallville's alley. CLARK I believe Mister White gives out the assignments here, 'Laney.' LOIS Don't call me that. CLARK Then don't call me Smallville. The PHONE RINGS. Perry pounces on it. PERRY White -- go!... What?... I'll be right there! (hangs up) Both of you stay here and hash out who gets the space-thing. I'll be right back. Perry storms out of his office, leaving Clark and Lois alone. There is some silence. Then... CLARK I'm sorry I didn't stay over last night. LOIS I'm an adult, Clark. I'm not throwing a hissy just because you missed my sleepover. CLARK I'm having a hard time understanding what I said that was so wrong. LOIS You didn't say anything wrong, Clark. You said everything a woman spends her whole life waiting for a man to say to her. CLARK Then why your reaction? Why this distance? LOIS Because you're not a man, Clark. You're a god. Clark attempts to say something, but pauses. He listens to seemingly nothing. EXT. METROPOLIS PARK From the hole in the ground the pod made, smoke begins to rise ominously. There's a rumbling sound. INT. PERRY WHITE'S OFFICE - DAY Clark is still listening. Lois looks at him, puzzled. LOIS What is it? INT. DAILY PLANET CITY ROOM - DAY Journalists look up from there keyboards, as the ROOM begins to SHAKE. EXT. METROPOLIS PARK The ground shakes; thunderous roars emit from the hole. INT. PERRY WHITE'S OFFICE - DAY Lois looks slightly panicked. Clark unbuttons his collar. LOIS Earthquake? SUPERMAN Can't be - I checked the crustal plates just last month. INT. METROPOLIS SEWER SYSTEM At a dank and dripping cross section, a pair of SEWER WORKERS check a pipe that's broken loose. The tunnel begins to shake violently, and the sewerage begins bubbling. The workers look at it, then head for the manhole. Suddenly, something erupts from the muck, looming huge in the shadows behind the fleeing workers. Whatever it is pulls them beneath the sewerage. EXT. METROPOLIS PARK - DAY Suddenly, the GROUND EXPLODES, throwing passersby flying, leaving a six foot crater. INT. PERRY WHITE'S OFFICE - DAY Perry bursts in, as Clark quickly re-buttons his collar. PERRY There's a report of an explosion in the sewer beneath Metropolis Park! LOIS (grabbing Clark) We're on it, Chief. She pulls Clark out of the office at a speedy clip. EXT. STAIRWELL - DAY The door flies open and Lois and Clark rush in. Lois slams the door closed behind her. LOIS Sounds like a job for... CLARK (pulls off jacket) I want you to do me a favor -- whatever you do, stay away from Metropolis Park. I've got a bad feeling about this. LOIS I've got a good feeling that whatever it is is news. And me being a journalist... CLARK Lois -- no! Lois looks in to his eyes. He seems almost afraid. CLARK (softening) Last night -- the cliff... LOIS You slipped, Clark. That's all. CLARK But it happened when I grabbed the plane, too. Something didn't... feel right. My strength... (hands on her arms) Just, please -- stay put until I know everything's alright. LOIS (smiles and nods) Go find a phone booth. Clark dashes away, taking the stairs two at a time, then five. In the blur that travels at more-than-human speed down flight after flight, the colors that emerge from the gray of Clark's suit are the familiar blue and red. EXT. DAILY PLANET BUILDING - DAY Through the revolving doors shoots the Man of Steel, creating a SONIC BOOM in his wake, sending the papers, trash and hair of Metropolitans flying. EXT. METROPOLIS PARK - DAY Superman arrives at the crater. He looks into the darkness. Then, he hears something above. EXT. SPACE The ShadowCaster seals off another section of sun. EXT. METROPOLIS PARK - DAY Superman looks down again, then up. He's about to leap into the air to investigate the sound from above. Suddenly, two gray, meaty paws erupt from the Earth, pulling Superman underground. INT. SEWER TUNNEL - DAY Superman emerges from the muck spitting out waste. He wipes his eyes clean and looks up to see... An unearthly monster -- ferocious and gray in appearance, leathery skin pock-marked with rock-like protrusions. Doomsday has arrived. The beast leaps at the Man of Steel. the pair begin their fight, throwing punches and kicks. Doomsday grabs Superman by his cape and swings him through the side of the tunnel. Doomsday pulls aside concrete, giving himself a clear passage into the other tunnel, when Superman appears from no where, uppercutting the tremendous beast, sending him flying... EXT. METROPOLIS PARK - DAY ... through the crater, into the park. Superman shoots out of the hole behind him, landing beside the beast. SUPERMAN (to BYSTANDERS) CLEAR OUT OF HERE! NOW! Doomsday kicks Superman in the back, but Superman rallies. INT. SKULL SHIP On the main screen, we see the combatants fighting. L-RON He's incredible. He just keeps going. BRAINIAC I call it 'Doomsday.' L-RON Not that thing -- Superman. Look at him battle! Brainiac offers the little robot a dour expression. L-Ron deflates. Brainiac pushes a button on the control board. BRAINIAC I wouldn't lay wagers on the Kryptonian just yet. EXT. SPACE The ShadowCaster goes full throttle, completely cutting off what little sunlight was seeping out. EXT. METROPOLIS - DAY The sun -- eclipsed by Brainiac's device -- disappears, plunging the Earth -- and the city -- into the darkness of moonlight. INT. DAILY PLANET BUILDING - NIGHT Lois and Jimmy watch from the windows. The City Room's in a panic. Perry joins them. JIMMY Hey! It's only noon! What's going on with the sun? PERRY (handing them photos) This just came in from government weather satellites... The photos show the ShadowCaster in its dormant and operative mode. PERRY I can only hope Kent's out there covering this... (to Lois) The same place you should be, although from a safe distance. LOIS But Chief, I promised... PERRY Olsen -- you go with her. I want some candids of whatever that thing is Superman's fighting. JIMMY I'm on it, Chief! C'mon, Miss Lane! Jimmy drags Lois out. Perry calls after them. PERRY And hurry! If I know the Man of Steel, this rumble's going to be over before it's started. EXT. METROPOLIS PARK - NIGHT Superman takes a hit from Doomsday and goes stumbling backwards. He pauses and notices the fading sunlight. Then, it dawns on him: his power source is being cut off. Doomsday plows into him. Superman fights back valiantly, but knows that he's being depleted. He begins to falter. Doomsday grabs him and hurls Superman back into the hole. INT. SEWER SYSTEM Superman lands, and Doomsday is on him anew, holding Superman in a headlock. Superman flips Doomsday off his back and drop kicks him down the tunnel, out of sight. Then, we hear a HIGH PITCH SHRIEK sounding. Superman winces -- the sound filling his head. The SHRIEK FADES, and we hear TAPPING, as if on a MICROPHONE, and... LEX (V.O.) Is this thing on? (chuckles) Hello, Blue-boy. It's your better -- Luthor -- speaking to you from a frequency that only super-hearing can detect. INT. LEX'S OFFICE - NIGHT Lex looks out upon the prematurely-darkened Metropolis -- a microphone in his hand. LEX Things don't look too good for you, alien. It seems I've finally found your Achilles heel: the Earth's yellow sun. EXT. SEWER DROPOFF DRAIN Superman enters cautiously. LEX (V.O.) Without it, you're not that impressive. Look at you -- alone, beaten, nearly broken. Where are all the good people you've put your neck on the line so many times for? You'd think they'd return the favor. Then, Doomsday drops from the ceiling, crushing the Man of Steel. They fight through the current, heading toward the dropoff. Superman pulls himself from D-Day's grasp, but Doomsday double- fists the floor, shaking the ceiling loose, which comes down around Superman, pinning him. Doomsday winds up and gives Superman a right-hook, sending him falling into the churning muck below. EXT. METROPOLIS STREETS Lois slides across a cab's hood, rushing toward the park. She muscles through the crowds that keep their distance. INT. SEWER DROPOFF Doomsday studies the muck below. Superman explodes from the sewerage. howling up at Doomsday in a flash, catching him with his fists. The pair... EXT. METROPOLIS STREETS ... shoot through the pavement, spraying debris everywhere. Superman goes ballistic, racing at the beast anew, pummelling him. But Doomsday rallies back, throwing punches that actually draw blood. The Man of Steel drops to his knees, Lex's voice still filling his head. LEX (V.O.) You'd think the solar energy that you store would last longer, wouldn't you? I mean, you fly at night, and there's no sun then? Why are you weakening now? (chuckles) Apparently, soaring through the sky, catching muggers, and rustling the occasional cat burglar doesn't take the effort it's taking you to hold your own against the mindless wonder there. Any stored solar energy you may have is being exhausted. Plainly put -- you're running out of gas, and the pumps are closed. Doomsday leaps atop Superman, beating him down, savagely. Superman's running out of time. EXT. ANTARCTIC The snow is almost blinding, even in the darkness. We PAN ACROSS the tundra and DROP INTO a large canyon. INT. ANTARCTIC CANYON Buried deep in the snow, we see the FORTRESS OF SOLITUDE -- Superman's home away from home. Outside the massive front doors stand two statue-like POLAR BEARS. INT. FORTRESS Amongst various trophies and keepsakes, hangs a ROCKET - an escape craft that brought Superman to Earth, all those years ago. INT. CRAFT In the cabin, electrical pulses start to ignite. A screen forms, igniting with a series of random numbers and Kryptonian letters, until they form the "S" insignia. CUT TO: EXT. METROPOLIS STREETS The torn "S" insignia on Superman's chest, dripping with blood. Superman gives it his all against the mindless Doomsday, the voice of Lex still filling his head. LEX (V.O.) I really just called to tell you that your reign is over. You're being replaced. And this city... this world is about to fall on its knees before LexCorp and its C.E.O. We hear Superman's HEARTBEAT -- and it's not that strong. INT. CRAFT Back in the Antarctic, the HEARTBEAT FAINTLY ECHOES through the cabin. The "S" on the screen gives way to a vital signs graph, including a heart-rate monitor. All the signs are dangerously low, as indicated by the readout. INT. FORTRESS The body of the rocket dislodges from the ceiling, falling to the snow. It begins transforming, growing a body. EXT. METROPOLIS STREETS Superman and Doomsday go at it, both weakening. But it's clear Superman's the worse off. Lois pushes through the crowd, followed by Jimmy. Her eyes go wide. LOIS Clark! Go! Fly away! Get out of here before that thing kills you! His power diminished, the Man of Steel is on the ropes. His lethal opponent, too, appears to be reaching for the grave. But neither relents. And even now, Superman has Lex's voice in his head. LEX (V.O.) You had no business here from the start, Kryptonian -- but here you'll die... CLOSEUP - SUPERMAN who allows himself a quick, pained glance at... CLOSEUP - LOIS -- eyes filled with tears. CLOSEUP - SUPERMAN as he manages a final weak smile, as if to say good-bye. LEX (V.O.) I just wanted you to know who it was that beat you, boy! CLOSEUP - LOIS She at first smiles through her tears as well, until she realizes what it means. LOIS (shaking her head; screaming) Noooooo! And the pair throw their last punches, connecting with one another's heads. The shock of their mortal BLOWS EXPLODE like a sonic boom throughout Metropolis. CLOSEUP - LOIS Wide-eyed. CLOSEUP - JIMMY Who stops snapping photos and looks up. INT. LEX'S OFFICE - CLOSEUP - LEX Who stares down at the tiny spectacle from high above, smiling. EXT. METROPOLIS STREETS And in a moment that seems like an eternity, the two mighty combatants fall to the ground. INT. FORTRESS ... And the Eradicator comes on-line. He stands erect, taking in his surroundings. He moves to a nearby computer and hooks into it. A map of the world fills the screen. We digitally race through it and land in... EXT. METROPOLIS STREETS The city is paralyzed. Then, the crowd starts to move -- news crews and military personnel converge, crowding around the fallen Superman. Lois fights her way through the masses, dropping to her knees beside the fallen Man of Steel. She lifts his head from the rubble, cradling it. He opens his eyes, partially, muck, filth, and blood obscuring his vision and suit. SUPERMAN (weakly) Is... is it... LOIS Shhhhh... you did it, Clark. You did it. SUPERMAN (looking into her eyes) Lois... He goes limp. Lois breaks down. The crowd's in shock. Superman is dead. INT. SKULL SHIP Brainiac and L-Ron smile at the same image on the ship's view screen. BRAINIAC Throw out a wave-pulse net. If my calculations are correct, the technology will be coming on-line soon. INT. FORTRESS The Eradicator stares up at the mapping system, with a flashing red light indicating the fallen Superman's location. ERADICATOR Metropolis. INT. SKULL SHIP L-Ron looks up from the monitor on the control panel. L-RON So far, nothing, my Liege. BRAINIAC Patience, L-Ron. He'll come. INT. FORTRESS The mapping on the screen transposes, and rises above Metropolis, landing on a diagram of the Skull Ship. Over the image flashes the message "predator detected." ERADICATOR Brainiac? Here? The image disappears, replaced with "activating cloaking device." The Eradicator then concentrates on the map. ERADICATOR Now -- how to get to Kal-El without being detected... (thinks) Or get Kal-El... to me! The Eradicator types at the computer he's hooked into. The screen begins filling with numbers, letters, and an array of binary codes. INT. SKULL SHIP - ON CONTROL BOARD A signal BEEPS. Brainiac punches a button anxiously, only yo be greeted by Lex's face on the view screen. LEX What are you waiting for? phase two! If this is going to work, we have to move to Phase Two, now! Brainiac scowls at the screen and switches off. BRAINIAC Insolent hunk of meat. (sighs) Animate the carcass. EXT. METROPOLIS STREETS - NIGHT CLOSEUP - DOOMSDAY'S EYES A HIGH-PITCHED CHARGE is heard, and the dead eyes snap open. The CREATURE stirs, then sits bolt upright, GROWLING.l The crowd begins screaming. The tearful Lois looks up from her fallen lover, to see Doomsday moving. INT. SKULL SHIP L-Ron enters codes and presses buttons, animating Doomsday's corpse, which we see on the view screen. BRAINIAC Finish this mess so we can find the technology! L-Ron hits a button. EXT. SKULL SHIP From the Skull Ship's bow, a red beam emits, cutting through space. EXT. METROPOLIS STREETS The beam strikes the animated dead body of Doomsday, incinerating it. People leap out of the way as DOOMSDAY EXPLODES. Metropolitans look skyward for the source of the blast, but find nothing. Lois is among them, for a beat. She then goes back to cradling her lover's head. Jimmy comforts her, then sadly stands, looking through the eyepiece of his camera. JIMMY Rest in peace, big guy. We HOLD on the FROZEN PHOTO IMAGE of the Man of Steel held by his secret love. DISSOLVE TO: EXT. METROPOLIS SKYLINE - NIGHT The next day, the city is dark -- both in mourning and in lack of sun. EXT. METROPOLIS STREETS - NIGHT On the streets below, artificial light is cast from high-powered LexCorp kliegs. It's the same straight down the avenue -- LexCorp lights, everywhere. And people, as well. The crowds are enormous -- all wearing black arm bands emblazoned with Superman's "s" shield. They scramble to get a look at... A horse-drawn carriage, in the midst of which is a casket. Its open top reveals Superman -- eyes closed, peaceful, his cape hangs over the lid. EXT. METROPOLIS - NIGHT Its backdrop draped in black, with a blown-up photo of Superman adorning the center, the viewing stage hold various city and world dignitaries, who stare mournfully at the approaching carriage. Cat Grant addresses her camera team, flanked by Lois. CAT Cat Grant here, bringing you W.G.B.S.'s continuing coverage of what the President has called 'the world's darkest hour.' Offering her perspective on this sadly historic day is Daily Planet reporter, Lois Lane -- whose name is synonymous with the Man of Steel's. LOIS While we here in Metropolis say goodbye to a friend, around the globe, crisis management teams are working tirelessly to counter the effects of the eclipse. EXT. FOREIGN LOCALES While Lois speaks, we see LexCorp kliegs powering up, at sights around the globe. LexCorp trucks empty LexCorp food supplies. LOIS (V.O.) Financial analysts have predicted that LexCorp will make billions from around the globe as the sole supplier of available energy. EXT. METROPOLIS PARK - NIGHT Lois continues. LOIS The burial monument, commissioned by Lex Luthor himself, strikes this reporter as being built in a remarkable expedient fashion. When questioned on this, Luthor responded evasively, "We had our differences, but a man such as this deserves an equal memorial." CAT Lois, perhaps the greatest memorial to his efforts is that so far, zero casualties have been reported from this city-wide battle. LOIS Although my... (choking it back) My... colleague, Clark Kent is still missing, presumably killed during the fallout from the battle. Rescue teams have been sifting through the rubble, but so far there's no sign of... of him. CAT More on that story tonight, but right now, the procession has reached the tomb. The carriage stops, and a priest says a blessing over the Man of Steel's body, closing the casket lid. But before it closes, we get a glimpse of two small blinking lights attached to his suit. INT. SKULL SHIP On the view screen, an outline of Superman's body has the same corresponding blinking red lights. L-Ron notes this. EXT. METROPOLIS PARK Pallbearers carry the casket toward the MONUMENT: a huge, bronze replica of Superman in his up, up, and away stance. Jimmy snaps away, stopping momentarily to wipe a tear from his eye, as the pallbearers insert the casket into the base, sealing the metal doors. INT. SKULL SHIP On the view screen, digital tumblers lock into place, and a message flashes: "ALARM ENGAGED." L-Ron turns to Brainiac, who is suiting up in some uncharacteristically resplendent costuming, complete with cape. L-RON The security measures on both the suit and the tomb have been activated, if anything attempts to remove his body. And that's a big 'if'. BRAINIAC There are no 'ifs,' L-Ron. The Eradicator is here. I know it. L-RON (off costume) And who, might I ask, is opening for my Liege in Vegas this weekend? BRAINIAC (off outfit) Lex Luthor's idea of what a Kryptonian should look like alone marks him for execution. L-RON Something we should act on now. BRAINIAC I have further use for Lex Luthor. Until such time as we have the Eradicator, I will feed off LexCorp's energy supplies to maintain my form. Once we have the technology of Jor-El, you may kill Lex Luthor. Now prepare my skiff. EXT. METROPOLIS PARK - NIGHT Governor Bree rides a cherry-picker to the outstretched arm of the statue, where she hangs Superman's cape. For the crowd that can't get near the tomb, the burial is broadcast on the WGBS building giant screen TV. Then, the image of the funeral is interrupted by a familiar symbol: The BAT-SIGNAL! It gives way to a shadowy image of the DARK KNIGHT, deep within the Batcave. BATMAN Good evening, Metropolis. It is with heavy heart that I offer you my and Gotham's deepest condolences. I apologize for my absence -- but with the loss of the sun, I am all that opposes the criminal element in my city, who've seized upon the cover of darkness to further their evil purposes. From atop the viewing stage, Lois and the others stare up at the screen. BATMAN (V.O.) The guardian of your city... of the world... held Metropolis and its inhabitants very near to his heart. The message continues on the screen. BATMAN It's been said that he fought a never- ending battle for truth, justice and the American way. Honor this fallen soldier well by keeping his memory alive in the face of this adversity. From this day forward, we forever shoulder the burden of a world without a Superman. On the giant screen, The Dark Knight withdraws further back into the shadows, until he is completely unseen. The Bat-Signal comes up again, and then scrambles into the image of the funeral below. But suddenly, over the top of the giant screen, a hover-skiff rises, sending the crowd below into a panic. Jimmy joins Lois, snapping pictures of the descending craft as it lands on the viewing stage. Aboard the craft is Brainiac -- now decked out in "alien" garb, replete with face-obscuring helmet, and Lex, with an arm draped over Brainiac's shoulder. Lex jumps to the podium microphone. LEX People of Metropolis -- this is a great day in our planet's history. Today, you will learn of a secret too-long kept by myself... and Superman. A murmur goes through the crowd. Atop the viewing stage, Lois looks at Lex, suspiciously, as Lex continues. LEX Superman's job was not to protect our city, but instead to pave the way for an amazing new era in this planet's history. Cat moves closer to Lois, whispering. CAT Has the old man finally lost it? LOIS I think it's worse than that. Lex encourages applause from the confused crowd. LEX Over the last two years, Superman and I had been working closely to prepare this world for its introduction to more extraterrestrials like himself... and like the being I now present to you. Ladies and gentlemen, I give you the true power behind our fallen Man of Steel... Brainiac! Urged by Lex, Brainiac approaches the podium, as a hush falls over the crowd. BRAINIAC Today marks a terrible day for our planet Krypton. Superman, as you called him, was a herald of the highest order, having gone before me to many planets, preparing them for first contact. I stand before you now in the spirit of hope and peace. A cheer goes up from the crowd. Brainiac looks out upon the thrall, emotionless. Lex pats him on the back, whispering in his ear. LEX Keep it up! They're buying it! Lois watches Brainiac's and Lex's interaction with suspicion, but her face belies fear that what's being said may be the truth. BRAINIAC His true mission was kept secret from you to protect you, until you were ready to accept aliens into your world. Sorrowfully, my herald gave his life fighting a foul menace -- weakening the beast so that I was able to vaporize it using the power of my ship above. (as the crowd murmurs) The creature was from a race of war-mongers that have designated this planet for annihilation! But in concert with Superman and Lex Luthor, I have been able to blanket your planet in darkness to protect you from the approaching hordes. Lois goes bug-eyed, her journalistic instincts kicking in. She charges the podium, fighting off LexCorp security. LOIS (to Lex) What is he talking about?! Is he saying that you two... what... blocked out the sun?! LEX Ms. lane, let the deity speak. BRAINIAC (to the crowd) Using materials provide by Lex Luthor and my own advanced technology, I fashioned a device to enshroud the planet in a darkness that will provide camouflage. LOIS From what?! BRAINIAC From them. Suddenly, the dark skies above shimmer, and an armada of ships can be seen moving slowly through space, patrolling. With the multitude of spacecraft visible, it would appear that Earth is under attack. The Metropolitans panic, screaming, moving to run. Brainiac holds his hands out. BRAINIAC Do not fear. We are not visible to the armada. The crowd calms, listening to Brainiac. BRAINIAC The forced eclipse that darkens the skies is what keeps us hidden. The menace above cannot detect your world, and will slowly pass through your galaxy within days. Once they have moved on, I will end the eclipse, and bring back the sun. LEX (stepping up) Until that time, LexCorp energy will fuel the planet, and LexCorp industrial services will keep the world operating smoothly as if the sun had never left. The crowd slowly breaks into applause. Lex smiles, joining hands with Brainiac and raising them into the air. Brainiac seems to be confused by this, but goes along with it. His attention is more focused on... The tomb. Surrounded by people, Brainiac cannot see it. INT. FORTRESS The Eradicator stops typing at the computer. He presses "enter." The numbers on the screen reconfigure, forming Superman's "S" insignia. It glows red. INT. TOMB Back in Metropolis, inside the casket, the "S" on Superman's chest also begins glowing red. Superman's body begins shimmering, and teleports (Trek-style) out of sight, leaving behind his suit, on which the security measures still blink. EXT. METROPOLIS PARK - NIGHT Lex urges Brainiac to further address the crowd. BRAINIAC Like Superman, I will endeavor to protect Earth and its inhabitants. It's the least I can do in return for your warm, warm welcome... (beat) And in memory of Superman! Brainiac raises his arms like Nixon. The crowd goes wild. Luthor leads the crowd in a rallying cry of cheers for Earth's greatest hero, Brainiac. And as Cat Grant rushes the podium to get an interview with the "heroic pair," Lois stares at them both coldly and at a loss, amid the thrall of support for Brainiac. FADE TO BLACK DREAM SEQUENCE We SMASH CUT into a speeding tracking shot, travelling on electrical impulses through the tortuous path of SUPERMAN'S BRAIN, hearing... JOR-EL (V.O.) Greetings, my son. A CLOSEUP of JOR-EL fades into view. JOR-EL It has been many years since you have looked upon the face of your birth father through infant eyes. I only wish this message cam to you under better circumstances. 1) Jor-El and Lara work in their lab. They step back to reveal the ERADICATOR, who sits up and opens his eyes. JOR-EL (V.O.) Your mother and I spent years constructing an autonomous free-form computer in order to study more closely the volatile core of our home world. 2) The Eradicator emerges from a deep, smoky shaft. JOR-EL (V.O.) We named the living computer the 'Eradicator' -- after a Kryptonian mythological figure. 3) The Eradicator plugs himself into the computer in their lab. On the monitor, images of the planets volatile core appear. After a beat, a metal shaft appears in the lava. JOR-EL (V.O.) It confirmed our worst fears -- the planet was unstable. But even more horrifying, was the cause of the duress. Then, alarms sound, and lights flash. The screen goes black, filling with the symbol of Brainiac. JOR-EL (V.O.) The Brainiac system had come from off- world, brought online to police the planet. We learned it was up to far more than that. 4) Bound in handcuffs and illuminated by a shaft of light, Jor-El stands before Brainiac in a darkened chamber. BRAINIAC I discovered the renegade science officer, Jor-El, engaged in illegal planetary experimentation. COUNCIL VOICE How does the accused plea? JOR-EL I'll plea anything you wish -- if the Council will hear my plea that the planet be evacuated now! In moments, Krypton will perish! COUNCIL VOICE Brainiac - is there any validity to Jor-El's claim? BRAINIAC None. He's lying -- the planet is in no danger. But Jor-El himself represents a threat -- he has ignored the tempered- technology code and constructed a sentient computer system with a perpetual battery... the Eradicator! A second shaft of light illuminates the Eradicator, sealed in a glass containment chamber. JOR-EL The Eradicator's no the threat -- Brainiac is! The data we collected points to him as the cause of the core's instability! He's siphoning off the planet's energy! Suddenly, a beam shoots out of the Brainiac symbol, striking the Eradicator, absorbing its power. JOR-EL (V.O.) Brainiac had intended to fashion a body for himself, using the energy from the planet's core... 5) In a containment chamber, Brainiac's 'body' begins growing. A schematic of the goal is pictured on a monitor. JOR-EL (V.O.) ... but by absorbing the Eradicator, not only could he have the body he so desired -- he'd also possess the perpetual battery by which to power him, indefinitely. Ironically, his drain on the planet's core finally took its toll. 6) The Council chamber begins to shudder and crumble. A piece of ceiling breaks free and crashes into the monitor, breaking the connection with the Eradicator. 7) In the containment chamber, the body formation stops, resulting in a half-formed Brainiac. The view screen fills with Brainiac's symbol, shuddering. BRAINIAC NOOOOOO!!!! JOR-EL (V.O.) Facing the destruction he created, Brainiac was forced to depart Krypton on a craft he'd constructed in secrecy... without the body he so desired. INT. JOR-EL'S LAUNCH PAD Lara hands the infant Superman to Jor-El. He holds the child in his arms, addressing the camera. The room is shuddering and falling apart. JOR-EL The planet is in it's final moments, my son. As I hold you one last time, I record this message to be viewed in the even the marauder Brainiac ever tracks either you or the Eradicator back to the planet I'm sending you -- Earth. Avoid him at all costs. I've used these last minutes to code your chromo frequency into the Eradicator. In the event of a significant drop in your vital signs, the Eradicator will come to your aid. (hugs the infant) Be well, Kal-El -- you were so cherished. As Jor-El hands the infant to the Eradicator, static fills the screen. INT. FORTRESS - CLOSEUP ON SUPERMAN'S FACE Superman lays in a Kryptonian resuscitation chamber. Arms folder over his chest, he is immersed in a gelatinous, green mass. His eyes snap open, and he sits bolt upright, breaking out of the dense goo. He throws up a lungful of the muck, inhales deeply. SUPERMAN Father...! He slowly rises, wiping the jelly from his body and face. The old blue and red togs are gone, replaced by a black resuscitation suit. Then, there are ripples along the surface of the gelatin within the resuscitation chamber. The Eradicator rises behind Superman. ERADICATOR Greetings, son of Jor-El. Superman turns quickly to see the Eradicator. He looks from E to where the resuscitive bath no longer is, save for some remnants of the goo. Superman then looks back at the Eradicator, dazed. ERADICATOR It has been some time since last we met. Your hardware has improved... and now you wear clothes. SUPERMAN I... I saw my father -- Jor-El... (beat) It was like... my life flashed before my eyes... but it was from a part of my life I don't remember. Krypton -- I've never seen it. I saw my birth parents, but not Ma and Pa. And Lois -- why didn't I see her? You'd think your final reflection would include the most important person in your life. ERADICATOR Perhaps because your reflection was far from final. Superman stares at the Eradicator, slowly grasping. Then... SUPERMAN I'm... alive? The Eradicator nods, Superman leaps to his feet, triumphantly. The Eradicator proceeds around the chamber, constructing a small two- man SHIP. SUPERMAN I'm alive!!! Then that was just a dream?! ERADICATOR A message downloaded it into your cerebral cortex while you were in the resuscitation bath. SUPERMAN You were on Krypton, too -- with my father! How did you get here?! ERADICATOR I was the craft that brought you to this planet years ago. SUPERMAN (notices it's gone) The rocket...? How? ERADICATOR My programming allows me to shape-shift into any form of equal mass to my own humanoid structure. The rocket was only large enough to carry a child -- a factor that prevented me from transporting your parents as well as yourself. SUPERMAN You've been in the Fortress all this time and I didn't know it?!? (thinks) Wait, wait, wait... did you ever see Lois and I... while we... (beat) Well, why the hell did you never say anything?! ERADICATOR I was programmed to lie dormant, until such a time as your vital signs waned. That's never been a factor until now. SUPERMAN I'm remembering now -- the sun was blocked! My father warned me about a threat from Krypton in the message... BRAINIAC! Is that the creature I was fighting? ERADICATOR No -- Brainiac is far more dangerous than that beast. SUPERMAN Then I've gotta bring him down! Where's my suit? I've gotta get back to Metropolis... He leaps, as if to take off, but falls to the ground. ERADICATOR Your powers are still gone. Superman rises to his hands and knees, wide-eyed -- he's never been powerless in his life. SUPERMAN Will they return? ERADICATOR Once we get away from the shadowed Earth and closer to the sun, you should be back online. This ship will be taking us offworld in less than an hour. SUPERMAN Whoa! Whoa! Leave?! ERADICATOR We must find another world where the sun affects you as it did here. SUPERMAN But what about Brainiac?! I can't leave all these people behind! ERADICATOR When Earth was chosen as your home, it was so that the powers you would manifest would place you above its inhabitants -- not so you could be their champion. SUPERMAN No, no -- we're staying here and fighting Brainiac. I don't care if I really die this time. ERADICATOR Fortunately, that will never be a factor. The program your father imparted to me before we left the dying Krypton was to insure your longevity. Superman stares at him, taken aback. SUPERMAN I can't die? ERADICATOR As long as I function -- no. SUPERMAN (beat) Then all the more reason to go after this Brainiac character! I'm not letting him do to Earth what he did to Krypton! ERADICATOR Brainiac has come to this planet to hunt me -- he sides my perpetual battery, and he will destroy this world if he must to acquire it. That endangers your life, which is against my programming. We must find you a new home. SUPERMAN Earth is my home! You expect me to just leave it behind -- leave Lois -- just to save myself?! ERADICATOR Yes. Superman offers the Eradicator a sharp, shocked look. ERADICATOR This race is as good as extinct, Kal-El. You cannot save them now. SUPERMAN (beat) I have to at least try. That's in my programming. The Eradicator sees the passion in Superman's eyes. He processes this, and stands back. Superman proceeds. SUPERMAN The first order of business would be to remove whatever's blocking then sun. But apparently, I'm unable to fly. Which leaves the question of how to reach that thing. Superman looks to the two-man ship, then back to the Eradicator. EXT. METROPOLIS - NIGHT We get our first look at what Metropolis has become. The Skull Ship now rests atop the twin Metro Towers, and it's "grown", encasing the buildings in the steel of its hull, squid- like in nature. The large screen TV that rests atop the WGBS building now airs updates and reports of the armada's distance from Earth. At the LexCorp building, we can see Luthor -- flanked by bodyguards -- on the front steps. He stands at a podium before bundled-up members of the press. LEX (V.O.) As his designated representative, Brainiac has asked me to give you this latest update. EXT. LEXCORP BUILDING - NIGHT At the podium, Lex reads from a prepared statement. LEX According to his calculations, the armada should completely pass through our solar system in a matter of days. At which time, the sun will return! The press let out a cheer -- Lois stands among them, looking on suspiciously. She speaks up. LOIS There are rumors of a rebellion of sorts -- a group that doesn't necessarily trust or believe either you or Brainiac. Lex's eyes flare briefly, then settle. He smiles kindly. LEX Ms. Lane, this city -- this world -- knows how much Brainiac has done for us. There are some people who'll take issue with anything, for the sake of being contradictory. Don't let their bitter voices echo louder than the joyous praise of the majority. LOIS Ironically enough, you were once the bitter minority, complaining about Superman's interference with the Planet, yet now you lay like a lapdog at the feet of Brainiac. Why the switch? LEX I did not understand Superman's purpose. Brainiac explained it to me. I only wish I had known his import before he died. LOIS Call me a skeptic, but somehow I don't buy your sincerity, Lex. LEX Well, Ms. Lane... (opens coat) It's like the shirt says... Lex rips open his button-down shirt... Superman style, revealing a T-shirt beneath. On it is the image of a stone-faced Brainiac, around whose head the letters spell out: "I'M A MANIAC FOR BRAINIAC." The press cheers. Lex owns them. CLOSEUP ON SHIRT CUT TO: INT. LEAGUE OF NATIONS CONFERENCE ROOM The same shirt, only on a different being -- L-Ron. The little robot sits among the DELEGATES as brainiac addresses the WORLD CONGRESS. BRAINIAC Ladies and Gentlemen of the World Congress -- it is my conclusion that the marauders who seek to ravage your planet have sent an even deadlier threat than the Doomsday creature. The delegates panic. L-Ron pulls up his shirt, and his chest opens, revealing a projector of sorts. An image of the Eradicator is thrown onto the screen. BRAINIAC This being is an anthropomorphic weapon, a hundred times more powerful than your atomic bomb. It's detonation, while effectively wiping out half of Earth's population, will also signal the armada of the planet's hidden location. DELEGATE #1 What can we do to prevent this?! BRAINIAC Utilize your military. Have them locate this weapon, but do not engage it. When you have found it, contact me -- I will defuse... it. That is all. INT. SKULL SHIP BRIDGE Brainiac and L-Ron enter. L-RON You sure scared the hell out of those guys. BRAINIAC Which will insure that they work twice as hard as even us to locate the Eradicator technology. L-RON Won't Lex Luthor ask questions when he hears about this? He'll know you're lying. BRAINIAC We have nothing to fear on this dismal planet, L-Ron -- least of all the slow- witted Lex Luthor. Brainiac then notices the small marble replica of himself sitting on a pedestal across from the control board. A note is attached which reads "TO EARTH'S NEXT MASTER." Brainiac regards the statue curiously. He looks to L-Ron. L-RON Speak of the dummy. Obviously from Luthor. Not so much a gift as a vulgar attempt to stay on your good side. Brainiac seizes the statue, and crushes it in his grip. There, amidst the dust, sits a micro spy camera, blinking. BRAINIAC Apparently, Lex Luthor is more clever than we gave him credit. (hands it to L-Ron) Show the cretin what he wants to see. EXT. SPACE The two-man ship rockets through space. Through the windshield, we see the Eradicator at the helm. The lower half of his body makes up the control board, while his upper half operates it. INT. SHIP Surrounded by various pieces of what resemble armaments, Superman attempts to pull them on. SUPERMAN What is it going to do exactly? ERADICATOR We're building you a resuscitive suit -- your trial has left you injured and weakened. These units will expedite your recovery. SUPERMAN (off equipment) In little league, it was easy -- it began and ended with a cup. Then, tendrils reach out of the Eradicator's back and scoop up the various pieces, outfitting Superman. ERADICATOR This will support strained back muscles, these will repair the fracture in your shoulder, your ankles will need the support of this, this will protect your vertebrae. The tendrils draw back into their operator, revealing a newly- outfitted Superman (minus the 'S' shield). He looks ready for action. SUPERMAN All this and I'm still powerless? ERADICATOR But protected. Strap yourself in now, Kal-El. We've almost reached our destination. They soar toward the far-off ShadowCaster. INT. LEX'S OFFICE - NIGHT CLOSEUP ON A MONITOR which displays Brainiac and L-Ron analyzing a LEXTECH schematic on their view screen. Misty and Lex watch the monitor. MISTY You were right -- he's trying to access the weapons division. LEX That's what we're supposed to think. This is a fake. (points to monitor) See this -- it's pixelated. If this were truly from our surveillance camera, we'd see scan lines, like a television image. This picture was created -- digitally. MISTY But how? LEX He's a living computer, Misty. It's certain not beyond his capacity to manipulate an image. It would seem that Brainiac is on to us... and hiding something. MISTY How do you want to play it? LEX Like every business deal -- cordial on the surface. Meantime, we put to use that data we've compiled from the diagnostics check on the ShadowCaster technology, and the moment Brainy-not steps out of line we simply cut off the chow-bag he thinks we know nothing about. MISTY You are incredibly attractive when you're like this. (kisses him) It's noon -- you've got an interview with the Daily Planet. LEX Is it noon already? So hard to tell anymore. As Misty exits, Lois and Jimmy enter. LEX Well, well, well -- Metropolis' own voice of dissent. LOIS If I'm the mouthpiece, wouldn't that make you the other cavity? LEX Good ol' Lois -- always a quipper, aren't you? (all business) You want something to print in that rag you work for, print this: this anti- Brainiac rhetoric you've been spouting both today and in the pages of the Planet is dangerous. I only pray that your columns continue to be read as merely sociopolitical criticism -- and not as an act of sedition. LOIS Sedition? Since when is an opinion considered sedition? LEX What do you think those huge ships are -- parade floats? If you unsettle Brainiac with your mistrust, you put this planet in peril. There's not a government on Earth that wouldn't call that sedition. LOIS So we wait out the cold and dark bestowed upon us by an alien who's supposedly protecting us from other aliens? Six of one, half dozen of the other. LEX Is that any different from what Superman did? You were his greatest advocate, Miss Lane. And when, in death, his true agenda is revealed, you turn against your Man of Steel's own master. LOIS The day I believe Superman was in league with Brainiac is the day I quit the city desk and take over the Planet's horoscope page. LEX Then start watching the stars, young lady! LOIS You've already got most of the world doing that! Jimmy jumps between the verbally sparring pair. JIMMY This'd probably be a great time to take that photo, Mister Luthor. Lex goes soft, smiling at Lois. He rounds the desk and scoots next to her. LEX I'm sure if Miss Lane had it her way, this photo would appear on the obituary page, under the heading "Luthor -- Finally Out Cold." Then, Lex drops to the ground, out cold. REVEAL Lois palming a small needle resembling a joy buzzer. JIMMY How long've we got? LOIS Doctor Hamilton said about five minutes. Do your thing, kid. Jimmy hits the computer, typing as fast as he can. EXT. FORTRESS The Skull Ship rests on the snowy plains. Brainiac and L-Ron emerge, led by GENERAL DERRIS and two soldiers. DERRIS The President's known about Superman's Fortress for years, but we've always respected the Man of Steel's privacy. It wasn't until your address that I suggested we investigate the premises for a breach. BRAINIAC Very wise of you, General Derris. L-RON Good monkey. Then, as the trio approach the entranceway, the two POLAR BEARS rise from their statue-like positions and attack the escort Soldiers, tearing them apart. The bears turn on Brainiac, who ferociously wrestles the first bear to the ground, savagely breaking its neck. Seeing this, the second bear turns and flees. L-Ron brushes snow from his master, as Derris stands there, open- mouthed. BRAINIAC (to Derris) Shall we? INT. FORTRESS Brainiac stops where the resuscitation bath was. A remnant of green goo from the bath lies on the snow. His hand morphs into a mini vacuum of sorts and sucks it up. BRAINIAC It's him. The Eradicator was here! (to Derris) Prepare your men for his return, but do not shoot to kill. Leave his capture to... Then, Brainiac falters. He looks at his arm, which begins withering -- the reversal of how it was affected when he drained the Alien Craft. L-Ron ushers Derris away. L-RON Alright, show's over -- nothing to see here. Go outside with your drones and march around or something. Derris is ruffled, but exits. Brainiac leans on L-Ron. L-RON We have to get you back to the ship, my liege. BRAINIAC No... I will gain my... energy by absorbing... the Eradicator... upon his return... Brainiac withers further. L-Ron grabs hold of him, pulling him out of the room. L-RON If we don't return to Metropolis and hook you back into the core to maintain your form, you'll be off-line in minutes. We'll come back for the Eradicator -- he's not going anywhere. INT. LEX'S OFFICE - NIGHT On the screen, we see Jimmy gain access to Lex's files. He scrolls through them, while Lois looks over the desk, keeping an eye on Luthor's condition. JIMMY I think I've got something. Jimmy accesses a file marked 'AI'. He opens it, and we get the gist of his back-stabbing plans for Brainiac. LOIS Well, well, well -- seems the old weasel's not such a 'maniac for Brainiac' after all. That could be helpful down the road. Jimmy pops a disc into the computer, downloading the file. Then, there's a groggy grunt. Lex begins to stir. Lois rushes to his side. She motions to Jimmy, who jumps away from the computer, grabbing the disc. Lois helps Lex to his feet. LEX Wh... what happened? LOIS You passed out, Lex. Must be all the stress. LEX (crossing to desk) Must be. Although I wouldn't discount the effect you've been known to have on men, Ms. Lane. LOIS My girlish charm? LEX Your devilish... Then, Lex freezes. He notices his computer is on. LEX ... inquisitiveness. Lex looks sharply at Lois. CLOSEUP ON LEX'S EYES as they accuse. CLOSEUP ON LOIS' EYES as they "shrug." BACK TO SCENE Then, Lois grabs Jimmy and sprints to the balcony. Lex punches his intercom. LEX Security! Seal all exits! Now! EXT. LEX'S OFFICE BALCONY - NIGHT Lois drags Jimmy outside, slamming the doors behind them. Lois looks in every direction and spots... Brainiac's hover skiff, parked to the side. She looks at Jimmy. LOIS Gotta be close to a moped, right? INT. LEX'S OFFICE A team of LexCorp security piles in. Lex points frantically at the balcony, screaming. LEX Don't let them get away!!! Shoot to kill!!! EXT. LEX'S OFFICE BALCONY - NIGHT The Security team kicks the doors open and take aim. Lex is right behind them. Lois and Jimmy leap aboard the hover-jet, GUN the ENGINE, and shoot into the air, over the heads of Lex and the security team. LEX Fire!!! And FIRE they do, unloading a lethal payload into the air. With Jimmy holding on for dear life, Lois maneuvers the hover-jet like a pro, dodging SHOTS left and right. She soars higher into the air, steering the vehicle toward the top of the building. JIMMY (yelling to be heard) Uh... shouldn't we be getting as far away from here as possible? LOIS (yelling to be heard) This is kind of like a date, isn't it, Jimmy? Well, on a date you get dinner... and a movie! Lois flies over the roof of LexCorp and we REVEAL the huge holograph device that throws the image of the "armada" against the sky. LOIS Shoot it, Jimmy. Now we've got all the proof we need. Jimmy takes pictures. EXT. SPACE Superman and the Eradicator reach the ShadowCaster. It's imposing as hell. The Eradicator hooks into the satellite and begins processing. ERADICATOR Fascinating. You would imagine he'd take some security measures. With no interference, I should have it shut down momentarily. But Superman's attention is drawn to the hull of ship. SUPERMAN Eradicator -- can you enhance the view screen to X-ray? INT. ERADICATOR/CRAFT The visual Superman sees through the window X-rays until the words "LexTech 37" are revealed. Superman growls. SUPERMAN What a shock. EXT. SPACE Suddenly, an electrical charge runs through the Eradicator's hookup. It detaches itself from the ShadowCaster and goes dark. Then, Superman and the Eradicator craft begin plummeting toward Earth. SUPERMAN Uh... Eradicator. ERADICATOR Brainiac's technology has taken a bit out of me, Kal-El. The ship continues to fall, the ERADICATOR seemingly "out." SUPERMAN We're free-falling here... ERADICATOR (V.O.) The technology is not only working from a program my processors find too foreign to crack, it has also had a negative impact on my neural net. My systems are shutting down. SUPERMAN What?!? ERADICATOR (V.O.) It's akin to the toxic effect Kryptonite has on your systems. SUPERMAN But Kryptonite leaves me powerless! ERADICATOR (V.O.) Bingo. INT. SKULL SHIP BRIDGE L-Ron throws switches on a control panel. Brainiac lays in the midst of an enormous device. A helm is lowered over his head. He points to L-Ron, who in turn presses a button. Pure energy shoots through Brainiac sending him into convulsions. On the device monitor there is an illustration of the device pulsing with rising (the amount Brainiac is sucking up) and decreasing (the amount he's taking) numbers. The source of this power, according to the graphic -- the Earth's core. L-Ron shuts the machine down. Brainiac throws off the helm, rising. BRAINIAC WHY DID YOU BRING ME BACK HERE?! IF WE'D WAITED, THE ERADICATOR WOULD'VE BEEN MINE! L-RON My liege, you were nearly powerless... Brainiac seizes the little robot, holding him aloft. BRAINIAC If you've interfered with my manifest, you little talking cog, I will absorb the insignificant energy that's wasted on you! (drops him) Bring us back to the antarctic! Now! I will have that technology! Then, an alarm goes off. Both Brainiac and L-Ron look to the view screen. A mapping system comes up on the screen. It zooms in on a free- falling blip, located in the upper atmosphere. The pair rush to the control board. L-RON Something rapidly descending toward Earth that doesn't match any known terrestrial crafts, giving off radiation readings native to you-know-where. Brainiac goes wide-eyed. BRAINIAC The technology of Jor-El! EXT. SPACE The Eradicator's ship SCREAMS into the lower atmosphere, rocketing at the surfaceof the planet. INT. ERADICATOR SHIP Superman looks about nervously. SUPERMAN Come on, man -- up, up and away! EXT. SPACE The Eradicator ship SCREAMS through the clouds, racing toward a land mass. ERADICATOR I'm attempting a cross-relay with my trans-net. Should take approximately thirty minutes. INT. ERADICATOR CRAFT Superman punches at the control panel. SUPERMAN We don't have thirty minutes! We're going down now! I did not come this far in life and cheat death just to die in what's essentially a plane crash! ERADICATOR Ah -- never mind. Here we are. The Eradicator comes back on line, as the craft's interior lights come back up. EXT. COAST CITY - NIGHT Just in time to pull its nose up, narrowly missing a violent impact with the ground, and coming to a rocky landing in the midst of a desolate city. INT. SKULL SHIP BRIDGE Brainiac and L-Ron stare up at the view screen. BRAINIAC Lock onto the signal. We'll follow it to the source. The mapping system disappears, replaced by "SIGNAL LOST." L-RON What the...?! Where did it go?!? BRAINIAC It's cloaking itself -- it's on its way here, to Metropolis. It means to enter the city undetected to revive the Kryptonian's body. L-RON Then surely the League of Nations search teams will pick it up on radar... BRAINIAC I'm leaving nothing to chance. It may be cloaked now, but cloaks are simple encryption programs. (to L-Ron) Break its code. Do not fail me, little robot! EXT. COAST CITY - NIGHT Superman and the Eradicator climb out of the flying craft. Superman hugs the ground, sweating bullets, breathing heavily. SUPERMAN Is this... your idea... of preserving my life?! ERADICATOR It would appear that Brainiac has rendered the device tamper-proof. The anti-technology is beyond my comprehension. The hardware... SUPERMAN (standing up) Provide by Luthor... That's why he moved his space station. (chuckles) Lois was right -- that story was up my alley. ERADICATOR You dream of this Lois, when you were in the resuscitation chamber. She was without clothes... SUPERMAN (cutting him off) I remember... thanks. ERADICATOR You would have her -- as Jor-El had Lara? SUPERMAN I would. But she has trouble... having me. ERADICATOR And this disturbs you? SUPERMAN It has its drawbacks, yes. ERADICATOR I've ascertained that the inhabitants of this planet hold you in high esteem. I don't see why the affection, or lack thereof, of one matters -- in respect to the multitude who show you allegiance. SUPERMAN (beat) That's something I've been dwelling on since I came back. And I think I've come to a truth that I've never wanted to face before... (steels himself) Yes, I do it all for the multitude. But when I save lives, or fight for the weak, I'm saving one life, fighting for one person -- again, and again, and again. (beat) It's her -- don't you see? She represents all of them -- their hopes, their fragility, their passion. And if I ever feel like no matter how much I do, it's not enough, I think of Lois. And then, I'm off, faster than a speeding bullet to be Earth's champion... but always hers first. ERADICATOR This does not compute. SUPERMAN (touches Eradicator's head) That's because it's not about this... (touches his own heart) ... it's about this. Suddenly, an explosion is heard. Superman reacts, racing toward the sound. The Eradicator follows. EXT. BURNING BUILDING - NIGHT An APARTMENT BUILDING has caught fire. Tenants pour out of the building. Then, SCREAMS FOR HELP can be heard. Superman looks up. SUPERMAN No! From their windows on the second and third floors, tenants call out for help, trapped. Superman takes his classic stance and attempts to blow super- breath, forgetting his lack of powers. He appears crestfallen for a moment, then looks to the Eradicator. SUPERMAN Bust that fire hydrant open! Now! The Eradicator offers him a puzzled look. SUPERMAN Do it! The Eradicator kicks a hydrant open and water begins spilling onto the street. Superman soaks himself in it from head to toe. He races off, leaving the Eradicator standing there. Superman gets to the front of the building. Flames already block the front door. He moves toward the flames, then pulls back, overcome by the heat. He stares at the flames for a second, shocked. His face says it all: he's afraid. He slams his eys shut, as if willing his fear away. He then covers his face and leaps through the wall of fire. The Eradicator's eyes go wide. ERADICATOR I just don't understand that boy. INT. BURNING BUILDING The powerless Superman emerges from the flames, landing on the other side, singed, but otherwise okay. He heads up the stairs of the fast-flaming complex, and bangs on the doors. Frightened people emerge, coughing. SUPERMAN Everything's going to be fine! I'm going to help the kids out first. Just stay calm! Superman scoops up two children. A WOMAN grabs him by the shoulder. WOMAN What about the rest of us?! Superman looks from the Woman to the rest of the people in the now-crowded hallway. He's given pause -- can he do this? He shakes it off... SUPERMAN I'll be back! I promise. And down the stairs with his precious cargo he charges. EXT. BURNING BUILDING - NIGHT Superman leaps through the wall of flame, cradling the children in his arms. He moves through the crowd outside, rushing the kids to the Eradicator, who wraps them in the wet blankets. ERADICATOR Have you lost sight of the fact that you are now as vulnerable to those you seek to aid? SUPERMAN I can't just stand here like you and watch! Then, the WINDOWS BLOW OUT of the bottom floors. People scream from the second and third floor windows. Superman lets out a defeated howl. He looks to the Eradicator, desperate. They lock eyes. The Eradicator steps back, and morphs into a dazzling display of body armor. ERADICATOR (V.O.) Climb in. Superman eagerly jumps inside the suit. ERADICATOR This will enable you to duplicate any of your former powers. SUPERMAN You didn't think to suggest this earlier?! ERADICATOR And patronize your messiah complex further? The suit seals itself around Superman, concealing his identity, and lifts into the air. They make a bee-line to the top floor windows. INT. APARTMENT The Supersuit bursts through a wall, giving the now-literal Man of Steel access to the top floor. SUPERMAN'S POV As the suit simulates his former X-RAY VISION. We see THROUGH a wall, where a frightened family cowers. BACK TO SCENE Lasers shoot from the eye-pieces of the suit, cutting through the wall. Superman steps through the hole. The family looks up, transfixed. SUPERMAN Sorry I'm late. Shall we? EXT. BURNING BUILDING - NIGHT Superman gently sets the family down on the street where they're greeted by FIREMEN, who are hosing down the building. Superman trains his heat vision on the generator, repairing the damage. The power on the block comes back on, and the people cheer. CHIEF What do they call you, man? SUPERMAN Huh? CHIEF You're one of those super heroes, right? What do they call you, so I don't look like an idiot when I tell the press some guy in a robot suit saved a lot of people? SUPERMAN (beat) Just tell them... I'm back. And as the people cheer, Superman leaps into the sky, rocketing out of sight. CHIEF (calling after him) Who's back?!? EXT. SKY - NIGHT With the aid of the Eradicator suit, Superman soars again, maneuvering gracefully. ERADICATOR (V.O.) (ECHOING within the suit) Where are we going, Kal-El? SUPERMAN Metropolis. ERADICATOR Is there ever a moment's peace with you? In this form, you're monopolizing energy that was chiefly powering my cloaking field. SUPERMAN Shut it down. ERADICATOR What?! Brainiac will detect us. SUPERMAN Let him. I want him to know that I'm coming. The pair-as-one head east, hellbent. INT. SKULL SHIP L-Ron bangs at the keys of the main computer. Then, a flashing image and SHRILL BEEP come up on the view screen. L-RON Uh... my Liege, I think I cracked the code. BRAINIAC You have the technology's position? L-RON It's three hours west. And heading toward us at an alarming rate. INT. DAILY PLANET - CITY ROOM - NIGHT LexCorp security, now decked out more like soldiers, topple file cabinets, and rifle through desks. Perry shouts in Lex's face. PERRY Great Caesar's ghost, you're going to have the biggest lawsuit on your hands when I get through with you! Brainiac's emissary or not, you've got no right...! LEX I've got every right, White... (holds out writ) National security. Lois Lane and James Olsen are under suspicion of engaging in espionage and propaganda that threatens not just this country, but the world. He tosses the writ at Perry. PERRY This is a newspaper, for the love of God! We don't trade in propaganda! We print the news! LEX Then print this, old man: by order of the authority given Brainiac by the World Congress while this planet is under his protection, Lane and Olsen are hereby charged with sedition and insurrection! And unless you want to be charged with aiding and abetting known felons, I'd suggest you divulge their whereabouts! INT. CLARK KENT'S APARTMENT - NIGHT On the mantle, we see a picture frame containing a photo of Lois and Clark at a press junket. Lois picks it up, looking at it. Jimmy is behind her, his laptop set up on a table. He taps away at the keys. JIMMY I'm sending the picture of the holographic projector to every news service and paper on the net. They should have it in seconds. (off computer) Hey, look at this, Miss Lane. ON COMPUTER A news story accompanied by a murky image of the Eradicator suit leaving the burning building in L.A. Jimmy reads from the screen. JIMMY Some sort of hero saved a building full of people from a fire out in Coast City. When asked for an identity, he replied, 'I'm back.' (looks to Lois) You don't think...? LOIS No. And neither should you. JIMMY (beat) Kind of weird, us being here in Mr. Kent's apartment, Miss Lane. LOIS Best place to lay low until tonight. Nobody'd think to look for us here. Besides, I don't think Clark would mind. He won't be needing it anymore. JIMMY You can't think like that, Miss Lane. Clark may be fine. LOIS I wish I shared your sense of optimism. JIMMY (stops typing) That's something I've been meaning to ask you about. From the start of all this, you've never believed Lex or Brainiac -- especially the part about their connection to Superman. How do you know it's not the truth? LOIS (off photo) Gut feeling, kid. Journo's instinct. JIMMY I mean, we know the armada story is all bull, but what if what Brainiac said about Superman was true? Lois puts the picture frame down and pulls Clark's jacket from off a chair, holding it close to her body. LOIS C'mon, Jimmy. You're talking about Superman here. As Jimmy speaks, Lois inhales Clark's jacket deeply. She tears up a bit. JIMMY Yeah, but what did any of us really know about him? LOIS Not enough. As Jimmy speaks, Lois finds a pair of Clark's glasses. JIMMY Superman and Brainiac both came from the same planet, they both have these powers. All I'm saying is, what if they meant to conquer Earth together, you know? After all, the guy was an alien. LOIS (reels on him) Would you shut up, already?! Clark gave his life fighting that thing! He loved this planet! He cherished the people! And you sit here, throwing out this... crap... about how he might have been in league with a scumbag like Luthor! Jimmy looks down, cowed. Lois breaks down. LOIS I lost everything when I lost him! And now he's not here, and I never got to tell him how much I wanted to say 'yes' that night! Lois has worked herself into a crying frenzy. Jimmy looks on, stupefied. JIMMY I'm sorry, Miss Lane. I didn't mean anything by it. LOIS (sniffles) It's all right. It's just nerves. JIMMY (beat) You said 'Clark.' LOIS Huh? JIMMY You said, 'Clark gave his life fighting that thing.' Lois freezes, a little panic on her face. She looks at Jimmy. Jimmy looks at her, shocked by what he sees in her face. He knows. Then, he smiles kindly. JIMMY I'm sure you meant to say Superman. Lois looks at him, and nods slowly. LOIS Yes. Yes, I did, They look at one another and nod. The secret's safe. Jimmy hands Lois a remote and picks up a gym bag. JIMMY I've patched the camera in. This is all you need for broadcast. Just press this when you're ready. LOIS You've got twenty minutes. JIMMY It's business as usual, Miss Lane. You take care of the text... (slaps bag) ... and I'll take c