SUPERMAN LIVES (Kevin Smith movie script)

Superman Lives

Written by Kevin Smith

WARNER BROS.March 27, 1997
4000 Warner Boulevard© 1997
Burbank, California 91522WARNER 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 to 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 care of the visuals.

INT. SKULL SHIP - NIGHT

Brainiac and L-Ron monitor the view screen. Lex enters, escorted
by Misty.

LEX
We've had a slight problem. A reporter --
she may have accessed information about
our 'armada'.

BRAINIAC
This charade no longer concerns me.

L-RON
(off view screen)
It's about twenty minutes outside of the
city, my liege -- and closing fast.

Lex looks to Misty, curiously.

INT. CLARK KENT'S APARTMENT - NIGHT

Lois stands before a video camera, which is plugged into Jimmy's
laptop. She points her remote at it.

LOIS
I'm ready for my close-up, Mister DeMille.

She presses the button on the remote, and the camera's red light
goes on.

EXT. METROPOLIS SKYLINE - ON GIANT SCREEN TV

On the giant screen atop WGBS, the visual of Lois phases in
through STATIC.

INT. SKULL SHIP - ON VIEW SCREEN - SAME TIME

Lois pops up as well.

EXT. APPLIANCE STORE WINDOW - SAME TIME

All the TV's show Lois as well. People stop and listen as she
speaks.

LOIS (V.O.)
(televised)
People of Metropolis --

EXT. SKULL SHIP - NIGHT

Armed LexCorp soldiers patrol the front of the building. A flash
of black swoops pass, leaving them gunless and perplexed.

INT. SKULL SHIP

Lex moves closer to the view screen, shocked.

LOIS (V.O.)
(televised)
For weeks, we've watched the skies,
dreading an invasion from aliens. But the
real invasion took place when Superman
died. He was not the minion of Brainiac.
He died fighting the minion of Brainiac.

EXT. METROPOLIS STREETS - NIGHT

On a lightpost hangs a "MANIAC FOR BRAINIAC" sign, similar to the
T-shirt. Another flash of black whooshes by, and the sign
sprinkles to the ground, shredded.

EXT. LEXCORP BUILDING - NIGHT

Jimmy sneaks behind a trio of smoking LexCorp soldiers and into
the building.

INT. CLARK KENT'S APARTMENT - NIGHT

Lois addresses the camera.

LOIS
(beat)
I do not carry any torch that Superman
may still be alive. I watched him die,
protecting our world one last time. But
his spirit is still alive.

EXT. DAILY PLANET BUILDING - NIGHT

There are a pair of flags hanging outside the building -- one
American, one Brainiac.

A black gust of WIND TEARS through and only the American flag
remains.

INT. SKULL SHIP

Lex is riveted on Lois, nervously. Brainiac regards the screen
angrily.

LOIS (V.O.)
(televised)
It's alive in those who always saw
through Brainiac's lies.

EXT. APPLIANCE STORE - NIGHT

The small crowd gathered outside watching Lois have their coats
and hair blown to the right, as a black GUST WHIPS past them.

EXT. LEXCORP ROOFTOP - NIGHT

Jimmy pops out of the rooftop door and rushes to the POWER SHED.
He pulls a BOLT CUTTER from his bag and pops the lock.

INT. GENERATOR SHED - NIGHT

Along the wall, hang a series of POWER GRIDS, all matched by huge
lever. Jimmy pulls a schematic from his bag, looking for the right
switch.

JIMMY
Just keep talking, Miss Lane.

EXT. METROPOLIS STREET - NIGHT

A couple of kids on skateboards jump a curb. One of the pair wipes
out, and is about to hit the asphalt when something catches him,
puts him back on his feet, and is gone. The kid looks around to
see nothing.

INT. DAILY PLANET CITY ROOM - NIGHT

Perry and the reporters watch the ceiling-hung TV.

LOIS (V.O.)
(televised)
It's alive in all of you watching this --
to whom I say, the Armada is a hoax.

And outside the window, something whips past the WINDOWS, RATTLING
them. Perry rushes to the sill and pops his head out, looking
around.

INT. CLARK KENT'S APARTMENT - NIGHT

Lois wraps it up for the camera.

LOIS
So I urge you -- the people of Metropolis
-- go outside, look to the skies. For
tonight we reveal the lie sold to you by
Brainiac and Lex. Because if...
(chokes up)
... if Superman...
(gathers herself)
... if he were here, he would have done
this for us. Since he's not, we do this...
for him.
(stands with a fist)
For Superman!

EXT. LEXCORP BUILDING - NIGHT

Jimmy tries to figure out which lever will shut down the
holographic projector from the schematic. He shrugs...

JIMMY
For Superman.

... and starts throwing every lever.

EXT. CLARK KENT'S APARTMENT - NIGHT

Lois emerges, looking to the LexCorp Building, where -- floor-by-
floor, from the ground up -- the power's going off. She then looks
up at the "Armada."

EXT. METROPOLIS - NIGHT

People emerge from their buildings, looking up.

INT. SKULL SHIP

Brainiac, Lex, and Misty watch this on the view screen. L-Ron man
the computer.

An ALARM GOES OFF on the control panel.

L-RON
The LexCorp Building's power is being
shut down.

LEX
Losing power...?

Lex's eyes go wide. He barks into a walkie-talkie.

LEX
All LexCorp troops -- quell any uprising
around the buildings. And get a team to
the roof! Now! Use of force permitted!

INT. GENERATOR ROOM - NIGHT

Jimmy comes to the last switch.

JIMMY
Had to be the last one, didn't it?

He throws it.

EXT. LEXCORP ROOFTOP - NIGHT

The holographic projector shuts down.

EXT. SKY OVER METROPOLIS - NIGHT

And the visual of the "Armada" shimmers momentarily, then
DISAPPEARS FROM VIEW, for good.

EXT. LEXCORP BUILDING - NIGHT

Lois joins the mass of people gathered, staring up at the sky. She
lets out a victorious howl.

EXT. LEXCORP ROOFTOP - NIGHT

Jimmy steps out of the shed and looks up, smiling. He leaps into
the air, echoing Lois's victory howl.

Then the rooftop door explodes. LexCorp soldiers pile out, racing
at Jimmy, rifles drawn. The soldiers train their sights on him and
begin FIRING. Jimmy dodges bullets, chased to the edge of the
roof. His footing slips, and he falls, plummeting to his death.

EXT. LEXCORP BUILDING - NIGHT

Jimmy falls toward the crowds below, screaming. Until...

Something swoops in and catches him, ten floors from the pavement.

SUPERMAN
You're nowhere near a pool to be diving
like that, kid.

Jimmy opens his eyes to see... Superman (clad in the Eradicator
Suit). But with the cowl-like nature of the Suit's head-piece,
Jimmy doesn't recognize him.

JIMMY
Holy shit! Who are you?!?!

Superman swoops to the ground, setting Jimmy down in a back alley.

SUPERMAN
Where's Miss Lane?

JIMMY
On the streets somewhere. I'm supposed to
meet her out front.

SUPERMAN
Find her and both of you get to safety.
This city's oppressors are about to feel
my wrath.

He breaks into takeoff position. Jimmy rushes to him.

JIMMY
WAIT!

Superman stops. Jimmy hands him the LexCorp disc.

JIMMY
This might come in handy.

Superman nods, and inserts the disc into the suit. he takes to the
skies again, leaving Jimmy staring up, confused.

EXT. METROPOLIS - NIGHT

People cheer at the Armada-less skies, but angry mobs start moving
toward --

EXT. SKULL SHIP

Crowds swarm the building and the LexCorp soldiers outside. The
soldiers fight the crowds back, toward nearby Metropolis bridge.

INT. SKULL SHIP

Lex stares up at the rooftop skylights, seeing no "Armada." He
shrugs to Misty.

LEX
There goes my bid for mayor.
(to Brainiac)
That feed only went as far as Metropolis
-- there's still time to contain this!

BRAINIAC
You are the one facing public furor here,
Luthor -- not I.
(mimes gun to head)
Pow, as you say.

Lex glares at Brainiac and nods.

LEX
You've yet to learn the most important
lesson of American history -- always have
a patsy. I won't be taking the rap for
this, my alien friend -- you will.

Brainiac regards him curiously. Lex nods to Misty.

LEX
Shut him down.

Misty presses a button on a remote control.

EXT. SKULL SHIP POWER GRID - NIGHT

A red light flashes on a panel. An ENGINEER nods.

ENGINEER
PULL THE PLUG!

A team of engineers disengage the POWER CABLES that Brainiac used
to 'feed' into the Earth's core.

INT. SKULL SHIP

Five LexCorp Soldiers enter as the Skull Ship power dims. Brainiac
looks around, panicked.

LEX
(smiling)
I've disengaged your power source. Learned a few things
from the diagnostics scanner I'd loaded onto that rocket. Feeding
off the planet's core to maintain your form -- no, no, no. Lunch
hour's over.

Brainiac goes into paroxysms, convulsing. Lex smiles victoriously
as the alien weakens. Then, cables erupt from Brainiac's form,
locking onto five Soldiers, and then Misty -- as Brainiac absorbs
their energy (much as Brainiac had done in the first scene). Lex
moves slightly toward his Valet, but then freezes, watching wide-
eyed as the group -- now drained -- fall to the ground as burned
husks. Fully energized, Brainiac stands erect, the cables
retracting.

BRAINIAC
Enough with the appetizers. Onto the main
course!

Brainiac grabs Lex by the throat. Lex smiles.

An alarm goes off on the control board.

L-RON
We're under attack. Violent crowds have
gathered here and at LexCorp.

LEX
Ah, the fickle masses -- how quickly one
can become the focus of ire of the vox
populi. If they access the building,
they'll tear you limb from limb.

BRAINIAC
Nonsense. I'll crush these fleshy
nuisances as easily as I crush you.

LEX
Powered merely by the life-force of a
girl and some per-hour grunts? Somehow I
doubt it. However, if you holster your
pistols, I'll hook you back up into the
core. Then you can crush whomever you
like... except your ol' partner. Agreed?

L-RON
(to Brainiac, quitely)
We will need all the energy we can get
for our confrontation with the Eradicator,
sire.

BRAINIAC
(releases Lex)
Agreed.

LEX
(into walkie-talkie)
Plug him back in.

BRAINIAC
(to L-Ron)
Disengage the ship. I'll teach the apes
to fear their god!

L-RON
That doesn't make sense! The Eradicator
is within minutes of the Citadel -- we
should concentrate our efforts on that,
not the Earthlings!

BRAINIAC
Do as I command!

Exasperated, L-Ron mans the controls.

BRAINIAC
Our location matters little. The
technology is coming to me, regardless.

EXT. SKULL SHIP - NIGHT

The SKULL SHIP disengages from Metro Towers, taking off.

EXT. SKY - POV SUPERMAN - NIGHT

On a digital readout screen, we see the Skull Ship moving toward
the distant bridge.

Superman flies, with the aid of the Eradicator suit.

SUPERMAN
It's heading for the bridge. Now so are
we.

ERADICATOR (V.O.)
I was afraid you'd say that.

SUPERMAN
Then you'll have to excuse me, because
it's been some time since I've been able
to say this...
(hero voice)
This looks like a job for...

ERADICATOR (V.O.)
May we just proceed, please?

EXT. METROPOLIS BRIDGE

The LexCorp troops have chased the angry mobs back onto the
bridge. In the distance, the Skull Ship approaches from the sky.

INT. SKULL SHIP

Brainiac turns to L-Ron.

BRAINIAC
Fire.

EXT. METROPOLIS BRIDGE - NIGHT

The Skull Ship BLASTS a LASER at the Bridge's suspension cables.
The bridge begins to snap and crumble.

ON BRIDGE

The massive crowds, including LexCorp troops, rush to the side of
the bridge, hanging on for dear life.

The bridge begins to fall into Metropolis Bay...

But look! Up in the sky! It's a bird! It's a plane! Superman, in
the Eradicator suit, swoops in, grabbing the suspension cables. He
pulls with all the suit's strength, trying to keep the bridge from
falling.

INT. SKULL SHIP

Lex stares at the view screen, perplexed. L-Ron looks to Brainiac.

BRAINIAC
Did I not tell you it would come to me?

L-RON
I'm getting another reading from it -- a
biologic.

BRAINIAC
Yes -- the Kryptonian. It would appear
the Eradicator has succeeded in
resuscitating him.

LEX
Wait a second... who?!?

EXT. METROPOLIS BRIDGE - NIGHT

Superman strains, holding the suspension cables.

On the land-locked side of the bridge, Lois emerges from the crowd
that stares up at the costumed spectacle. Transfixed, Lois shakes
her head, bewildered.

The crowd slides down the unstable bridge, holding on to anything
they can.

Superman continues to strain, as does the suit.

SUPERMAN
(to Eradicator)
Amplify... my voice!

The crowd runs toward the land-locked sides of the bridge.

Superman's voice booms out at them, as if through a bullhorn.

SUPERMAN
PLEASE... CLEAR OFF THE BRIDGE... AS
QUICKLY... AS POSSIBLE!

The bridge cleared of people, Superman lets the cables go, and the
entire structure COLLAPSES into Metropolis Harbor.

Superman hangs in the air, surveying the crowds on the shore.

SUPERMAN
We did it! We saved them!

ERADICATOR (V.O.)
What's this 'we' nonsense?

Then, a LASER BLAST shoots past them. Superman reacts.

The mid-section of the Skull Ship jettisons, becoming an
independent craft. Claws jutt out, grabbing the Man of Steel.

INT. ATTACK CRAFT

L-Ron man the controls. Through his windshield, we can see
Superman struggling.

L-RON
I've got him!

INT. SKULL SHIP

Brainiac watches the action on the view screen. L-Ron's voice is
heard over the loud-speaker.

L-RON (V.O.)
Jeez, is he a slippery sonova...

BRAINIAC
Quickly -- inject the anti-technology.

INT. ATTACK CRAFT

L-Ron punches a button on his control board.

EXT. METROPOLIS SKYLINE

While Superman fights to free himself from the craft, a syringe-
like arm shoots from the craft into the suit, sending a charge
through it. The Eradicator shuts down.

SUPERMAN
E -- what's wrong?!

INT. SKULL SHIP

Brainiac is delighted by what he watches. Lex is puzzled.

L-RON
The technology's offline, my liege.

BRAINIAC
Excellent. Bring it to the loading bay --
I shall withdraw the Kryptonian from the
technology, personally.

LEX
Kryptonian?! Are you talking about
Superman?! No, no, no -- Superman's dead!
We killed Superman!

EXT. SKULL SHIP - NIGHT

The Attack Craft carries Superman-in-the-suit to the rear of the
Skull Ship.

SUPERMAN
Not again! Come on, man! Wake up!

ERADICATOR (V.O.)
Would you pipe down?

SUPERMAN
Why the hell didn't you say something?!

ERADICATOR (V.O.)
It's called playing possum, Kal-El. I'm
not from Earth, and even I know that.
Diverting power from X-Ray vision cells.
Get ready.

We hear a SURGE OF POWER charge through the suit, and Superman
breaks free of the attack crafts grip.

INT. ATTACK CRAFT

Superman-in-the-suit peers through the windshield of the attack
craft. L-Ron freaks.

L-RON
Uh... Houston? We have a problem.

EXT. SKULL SHIP

Superman grabs the attack craft and swings it into the Skull Ship,
puncturing the hull.

INT. SKULL SHIP

Brainiac and Lex duck as the attack craft rips into the ship,
spilling L-Ron out at their feet. The ship grows dim, and a
massive power loss is heard.

EXT. NIGHT SKY

The lights on the ship grow weak.

INT. SKULL SHIP

Lex is in a panic. Brainiac and L-Ron tumble toward the control
board.

BRAINIAC
Lock onto that suit!

L-RON
I can't! We've had a massive surge! All
systems are offline!

EXT. NIGHT SKY

Superman watches the Skull Ship falter. Then, something catches
his eye. Superman freezes.

Near the bridge below, Lois stares up at him, wide-eyed.

After a long beat, Superman-in-the-Eradicator suit moves slightly
toward her.

INT. SKULL SHIP

The lights come back up, full.

L-RON
Power back online, Lord Brainiac. Suit in
sight.

BRAINIAC
Fire!

EXT. METROPOLIS SKY - NIGHT

From the Skull Ship, a LASER BLASTS, striking the Superman combo.
The pair go rocketing through the sky.

Below, Lois panicks as the mystery hero is blasted out of the sky.
Jimmy rushes up to her.

JIMMY
Miss Lane! I think... I think I saw...

Then Lois turns and dashes away.

JIMMY
Miss Lane! Wait! Where are you going?!

LOIS
(running off)
I've gotta find something out -- once and
for all!

INT. SKULL SHIP

Brainiac searches the view screen, fiercely.

BRAINIAC
Do not fail me, L-Ron! Where is the
Eradicator?!

L-RON
The short has damaged our detection
systems! I can't get a reading...

Suddenly, an ALARM SOUNDS. On the view screen, the graphic of the
tomb comes up.

L-RON
The tomb's been breached! It must be them!

BRAINIAC
Go!!

EXT. SUPERMAN'S TOMB - NIGHT

The tomb has indeed been breached. Two LexCorp soldiers lie on the
ground, knocked out cold. The doors are swung open. The beam of a
flashlight can be seen inside.

INT. SUPERMAN'S TOMB

Lois holds the flashlight in her teeth. She uses a crowbar,
slamming at the casket lock. It gives, and she stares at the
casket for a beat. She places her hands on it.

LOIS
I don't want to do it, Clark. If you're
still in here, I don't think I'll be able
to take it.
(steels herself)
But I have to know...

Suddenly, blinding light fills the small room. Lois drops the
flashlight and covers her eyes. She peers out from behind her
fingers to see...

L-Ron standing in the doorway, backed up by LexCorp soldiers.

L-RON
Peek-a-boo.

EXT. SKULL SHIP - NIGHT

The Skull Ship lands atop Metro Towers and again seals itself onto
the building.

INT. SKULL SHIP

Brainiac fumes at L-Ron on the bridge.

BRAINIAC
What do you mean you can't locate it?!?

L-RON
I can't get a reading on the technology
anywhere.

BRAINIAC
Then who was in the tomb?!

The soldiers march Lois onto the bridge. Lex rushes her, grabbing
her by the collar.

LEX
Alright, Lane -- what the hell is going
on...?!

Brainiac pushes Lex to the side and faces Lois.

BRAINIAC
You are the woman from the televised call
to arms.

L-RON
This is the woman that held Superman's
affections.

BRAINIAC
The Kryptonian?

L-RON
That's what the soldiers told me. They
said whenever she was in trouble, he'd be
there to save her. In turn, she gave him
plenty of ink in the Daily Planet.

BRAINIAC
Is this true?
(touches her hair)
You harbor affection for the corpse they
called... Superman?
(beat)
I killed him, you know...

Lois lurches forward at Brainiac, but is held back by the
soldiers. Brainiac is delighted, and then shocked.

L-RON
I'd take that as a 'yes.'

BRAINIAC
His weakness all along -- all I ever
would have needed was this woman!
Blocking out the sun, dealing with the
insufferable Lex Luthor of Earth... a
waste of Brainiac's time! I could have
offered the woman's life in exchange for
the technology. But now...

LEX
What the hell are you talking about?!?
Superman's dead!!

L-RON
Good God -- when are you going to get it,
ape-man? Superman lives.

LOIS
If that's true, Lex, I can promise you
one thing -- he's going to kick your bald
ass!

Lex rushes her, but Brainiac throws his back, motioning for the
soldiers to hold him.

BRAINIAC
Enough of these games!
(grabs Lois's face)
You will be the bait that draws the
Kryptonian to me. And with him comes, too,
the technology I seek.
(to L-Ron)
We still have a Thanagarian Snare Beast
in the menagerie -- yes?
(as L-Ron nods)
Introduce him to the atmosphere here on
Earth.

EXT. METROPOLIS STREET - NIGHT

The place is abandoned. There's not a soul in sight. Then, the
Eradicator suit crashes down, cracking the ground. The suit opens
and Superman falls out on his hands and knees. The suit morphs
back into the Eradicator. Superman is breathing heavy, sweating ,
exhausted.

SUPERMAN
You didn't see that blast coming?!

ERADICATOR
I had to divert all the power from my
shields so you could play hero! And now
there's a circuit malfunction from the
effects of that anti-technology surge.
I'm going to need time to repair
internally.

SUPERMAN
How long's that going to take?! We have
to get back out there and finish Brainiac!

ERADICATOR
Barring battles with killer spacecraft or
the lifting of multi-tonned bridges --
twenty minutes.

SUPERMAN
(sighs, calms down)
I hate to say it, but I could use some
time to heal myself.
(rubbing muscles)
This is the first time in... well, ever...
that I feel completely exhausted. Except
for that whole death thing.

ERADICATOR
You've touched on the precise factor that
plagues me, Kal-El. Your life on Earth
thus far has been spent as we have spent
today -- saving lives, battling
aggressors. Yet I would imagine that
after your mortal trial, you would have
reevaluated your role amongst the people
of Earth.

SUPERMAN
I have, actually. Before I died, I have
always felt like a... how do I say this...
a stranger in a strangle land. I may look
like them -- but I'm still... an alien.
That always put distance between me and
everyone else. But now I know I'm more
like them than I ever thought.

ERADICATOR
In what fashion?

SUPERMAN
Before, I couldn't identify with their
frailty -- now I honestly can. I've
tasted mortality -- it's humanizing.

ERADICATOR
Your father would be proud.

Superman regards this with interest.

ERADICATOR
You could have been a god on this world
-- enslaved it like Brainiac. But you
never chose that path. Instead, here you
sit -- musing over the possibility of
death, between moments of saving this
planet from its oppressor.

SUPERMAN
It's an antiquated notion -- but it
really is better to serve than be served.

ERADICATOR
This is what marks the difference between
your kind and mine -- we serve because we
have to. You serve because you choose to.

SUPERMAN
The how do you explain Brainiac? He's one
of your kind, but he's serving no one.

ERADICATOR
Inaccurate, Kal-El. He's serving himself.
He has taken an aspect of humanity, but
it's the worst one. And when a machine
begins to feel -- positive or negative --
then it ceases to be a machine, and for
the good of all, it must be shut down. As
you must shut down Brainiac.

SUPERMAN
Tough talk from a guy who only yesterday
thought we should find another planet.

ERADICATOR
I can only point to the bad influence you
have become.

Suddenly, light down on the pair. Superman looks up, shielding his
eyes.

EXT. METROPOLIS SKY - NIGHT

Shimmering against the sky is the holographic image of Brainiac's
face.

BRAINIAC
People of Metroppolis. You need no longer
fear takeover by hostile aliens. The
hostile alien is here. I claim your
planet as my own.

EXT. LEXCORP BUILDING - NIGHT

Metropolitans cease celebrating and stare up at the image of
Brainiac.

BRAINIAC
Gone is the charade of the benevolent
Brainiac. I have come to enslave your
race! Your world has no champion to save
you now! And to mark this historic night,
I offer you a display of the price to be
paid for rebellion.

INT. SKULL SHIP

Brainiac pulls Lois to him.

BRAINIAC
Tonight, Lois Lane -- the instigator of
the anti-Brainiac call-to-arms -- will
taste the might of my fury, as she is
executed, for all to witness!
(to Soldiers)
TO THE MENAGERIE!

EXT. METROPOLIS STREET - NIGHT

Brainiac cackles against the night sky as he slowly fades.

Superman turns on the Eradicator, rising.

SUPERMAN
How are those circuits coming?

ERADICATOR
Not again.

SUPERMAN
Open up.

The Eradicator rolls his eyes, and reconfigures into the suit.
Superman leaps in, and it seals around him.

SUPERMAN
This may be the only chance I get to say
this, but... thank you. For everything.
(beat)
Up, up, and away...

Off they rocket, into the night.

EXT. METROPOLIS SKYLINE - NIGHT

The sky lights up anew, with the image of the Skull Ship
Menagerie.

EXT. LEXCORP BUILDING - NIGHT

Jimmy and Perry watch wide-eyed as the imaghe in the sky depicts
Lois being dragged toward two huge doors.

PERRY
They're going to kill her! Somebody's
gotta do something!

Jimmy looks up, smiles, and pats Perry on the back.

JIMMY
Somebody is, Chief. Somebody is.

EXT. METROPOLIS SKY - NIGHT

The holograph is "shattered" by Superman in the Eradicator suit,
soaring toward the Skull Ship Citadel.

INT. MENAGERIE

Two huge doors open revealing a darkened pit. The captive Lois is
ushered toward it by Brainiac, L-Ron, Lex, and the soldiers.

LEX
(to Lois)
Oooh -- I don't even wanna know what's
lurking in there. Should've kept your
nose for news out of business that wasn't
yours. It's a lesson you're going to
learn as harshly as your ex-boyfriend.

Lois looks at Lex, wounded.

LEX
That's right -- you're not going to put
this in any paper. Yeah -- I helped kill
the Man of Steel! So what?!

Lois shakes her head, teary-eyed.

LOIS
You bastard.

She knees Lex in the groin. He doubles over, as Brainiac rounds
him to face her.

BRAINIAC
Save your energy, Miss Lane -- that
maneuver will not have the same result on
me. Do you have any last words for the
viewers of the world?

Lois looks up sharply, as if she hears something. So does Lex.
Brainiac notices this and looks up as well.

EXT. SKULL SHIP - SUPERMAN'S POV - NIGHT

The roof of the Citadel is RUSHING TOWARD us. The SOUND is HUGE.

INT. MENAGERIE

There is the faintest sound of WHOOSHING -- as if something is
moving through the air outside, very, very fast. Lex looks up with
a mix of anxiety and confusion.

LEX
I know that sound...

EXT. SKULL SHIP - SUPERMAN'S POV - NIGHT

We're getting even CLOSER TO that roof, now. The SOUND is
DEAFENING.

INT. MENAGERIE

Then, through her tears, Lois smiles. Brainiac is puzzled as her
smile turns to laughter.

LOIS
Last words?!?
(to Brainiac)
You're dead meat, you f...!

EXT. SKULL SHIP - NIGHT

Superman in the Eradicator suit EXPLODES through the ROOF on the
Citadel...

INT. SKULL SHIP - NIGHT

... then through the ceiling of the bridge, and through the
floor...

INT. MENAGERIE - NIGHT

... and finally, through the ceiling over the assembled group's
heads.

LOIS
(under her breath)
Baby...!

LEX
(under his breath)
Shit!

BRAINIAC
(under his breath)
Finally!

And when the dust cloud settles, there stands the indiscernible
Superman in the Eradicator suit.

SUPERMAN
Border patrol. I hear we've got an
illegal alien here.

Brainiac holds his hand up, which reconfigures into something
pointy and deadly. He holds it to Lois's head.

BRAINIAC
Step out of my technology, Kryptonian. Or
I get painfully intimate with the woman.

Superman makes an offensive move, but is interrupted.

ERADICATOR (V.O.)
No, Kal-El!

Lex, Lois and L-Ron look around for the source of the voice.
Brainiac smiles.

SUPERMAN
I can take him!

ERADICATOR (V.O.)
You can't. He's rendered himself electro-
radioactive. If we touch him, the power
surge will kill you... even within me.

The Eradicator opens, and Superman steps out. Lois tearfully
smiles. Lex goes wide-eyed. Superman looks at Lois. She moves
slightly toward him, but Brainiac pulls her back. Then, the suit
morphs into the Eradicator again, as all look on in wonder.

BRAINIAC
It's been some time, Eradicator, but here
we are again -- the pride of Jor-El and
the pride of Colu.

ERADICATOR
The killer of Krypton is more appropriate.

BRAINIAC
I have waited decades and searched
galaxies -- all in pursuit of this moment.
And now, you're mine.

ERADICATOR
It is your aim to absorb my technology
and become all-powerful, I would imagine.

BRAINIAC
And they call me Brainiac.

He moves toward the Eradicator.

ERADICATOR
(steps back)
But aren't you worried?

BRAINIAC
What could possibly worry me?

ERADICATOR
When I attempted interface with your
ShadowCaster device I was contaminated.
Temporarily shut down. What if the same
thing happens when you attempt to absorb
my technology into yours? What if your
technology is too advanced to interface
with mine?

Brainiac throws his head back, laughing. Superman looks to the
Eradicator, who offers him a reassuring wink.

BRAINIAC
You think it's advanced? The irony is how
primitive it is compared to your own! You
have no-doubt overthought on the
ShadowCaster, when in reality, you should
have approached it as a child's toy!

ERADICATOR
A child's toy?

BRAINIAC
Certainly! It's Earth hardware, crossed
with my own Coluan technology -- its
systems are so far beneath your own
capabilities that a simple binary synapse
would've bypassed any contamination
factor.

ERADICATOR
(smiles)
And they call you Brainiac.

The Eradicator quickly morphs back into the suit, grabbing
Superman and hurling the Man of Steel into himself.

BRAINIAC
For this insolence, I will erase your
memory banks, machine!

ERADICATOR (V.O.)
I'm not a machine. You are.

The suit leaps into the air, rocketing out of the Citadel. Lex
looks around fearfully, and sneaks out a side exit.

LEX
(into cell phone)
I want the jet fueled and standing by...
now! The pajama-boy is back!

As Lex disappears unnoticed, Brainiac grabs Lois and shouts up at
the ceiling.

BRAINIAC
Hear me, son of Jor-El -- your guardian
may have saved your life, but he just
damned two more to hell!!!

Brainiac takes Lois to the two large doors that end the Menagerie.
As the doors open, Brainiac throws Lois into a dark pit. She
SCREAMS as she falls.

EXT. SPACE

Superman in the Eradicator races through the outer atmosphere,
heading toward the distant ShadowCaster.

SUPERMAN
What the hell are you doing?!? Why are we
running?!?

ERADICATOR (V.O.)
Kal-El -- I think I've had what's called
an 'epiphany'.

SUPERMAN
Really? That's excellent to hear. But
we're getting FARTHER AWAY FROM RESCUING
THE WOMAN I LOVE!!!

ERADICATOR (V.O)
Your passion is inspiring -- it has
taught me something I'd thought far
beyond my ability to comprehend. I must
thank you, Kal-El -- you've imparted to
me the wisdom of a life lived in service
to others.

SUPERMAN
What are you talking about?

ERADICATOR (V.O.)
Were it not for your insight, I'd be no
better than the machine that oppresses
your world -- operating solely on the
cold logic of what it's programmed to do.
But now, I'm choosing to serve. Now -- I
understand your commitment to this planet
and its inhabitants... and I'm going to
help you honor it.

SUPERMAN
You picked a hell of a time to tell me
how you feel...
(suddenly gets it)
How you feel... No!

ERADICATOR (V.O.)
When a machine begins to feel -- positive
or negative -- then it ceases to be a
machine. It must be shut down... or shut
down itself.

The Eradicator grabs a piece of itslef and pulls it off, which
morphs into a silver version of the familiar 'S'.

ERADICATOR
Take a deep breath, and remember to stay
in the light.

Before he can react, the Eradicator separates from Superman. He
slaps the 'S' on his black suit, and lets him go, sending him
hurtling earthward.

ERADICATOR
Superman lives.

The Eradicator then rockets out of sight, as Superman free-falls
through space.

EXT. SHADOWCASTER

The Eradicator reaches the mammoth device and links into it. The
anti-technology sends shockwaves coursing through his body. He
fights against shutdown.

INT. SHADOWCASTER

CIRCUITS BLOW UP. TRANSISTORS EXPLODE.

EXT. SHADOWCASTER

It begins losing power. Sections of panel begin shutting down.
Sunlight begins pouring through in shafts.

The Eradicator begins to shift in shape, the anti-technology
coursing through his body. His form finally comes to rest on the
figure we've come to know him as most. His face forms a peaceful,
joyous smile.

Then, HE EXPLODES.

EXT. SPACE

Superman is plummeting to Earth. VISIONS SMASH CUT through his
head, like all of the life we've seen him lead: Lois at Mount
Rushmore, Lex on the rooftop of LexCorp, the Doomsday battle,
waking from the goo...

And still, he falls, coming closer to the planet. The VISIONS
CONTINUE; the Eradicator forming into a suit, catching Jimmy, the
strangling tentacles of the Skull Ship, the Eradicator in the
train station, and finally, Lois staring up at him from the
bridge. The Eradicator's voice echoes through his head.

ERADICATOR
... stay in the light.

Miles above Earth, Superman fires through our atmosphere, nearing
the ground faster by the second.

Then, one of the stray sunbeams from the shattered ShadowCaster
hits him full force. The ground races up to meet the Man of Steel,
as he absorbs a concentrated beam of solar energy. His face
tightens.

SUPERMAN
Yaaaaaaaahhhhhhhh!!!!

EXT. METROPOLIS - NIGHT

Mere yards from the ground, Superman stops falling in mid-air and
rights himself swooping upwards. While flying, he stretches his
muscles like he's just woken up after a loooooonnng sleep.

He zips past the huge billboard just outside of the city that
depicts him in his old suit, flying over greeting "WELCOME TO
METROPOLIS -- HOME OF SUPERMAN."

A knowing smile crawls across the Man of Steel's face. His powers
returned, Superman lives!

INT. SKULL SHIP

At the control board, L-Ron turns to Brainiac in a panic.

L-RON
The ShadowCaster is destabilized!
Sunlight is getting through! And
something is moving toward us at an
alarming rate...

A SONIC BOOM ECHOES through the Skull Ship.

L-RON
Something pissed.

BRAINIAC
Let the whelp come.

Brainiac takes a seat on his throne. He closes his eyes, as the
helm lowers over his head.

BRAINIAC
I will deal with him... impersonally.

Brainiac shuts his eyes, as the HELM begins to WHIR.

INT. PIT

Lois squirms about in a mire of fiberglass-looking "webbing."

From the darkness above, an echoey growl is heard.

EXT. METROPOLIS PARK

The cape still hangs off the statue's extended hand., Then, a
black flash whips in and out of the frame, and the cape is no
longer there.

INT. MENAGERIE

Superman bursts through the ceiling again - now wearing his cape -
and through the many levels of the ships, still contained in the
single beam of light.

INT. PIT

He rockets through the ceiling of the pit, allowing the singular
shaft of light to follow. Suddenly, he's struck by a high-powered
stream of murky liquid from above, which knocks him out of the
light, and entraps him in the "webbing," beside the struggling
Lois.

LOIS
Baby!

SUPERMAN
Hey, kid. How about we get out of here?

Something huge and quick, drops from the shadows beyond the shaft
of sunlight, striking Superman.

The THANAGARIAN SNARE BEAST has grown. It resembles something of a
cross between a squid and a spider, but very bio-mechanical and
sleek. And now -- inhabited by Brainiac's consciousness -- it's
extra lethal as well. Brainiac's voice is heard, hissing from
somewhere within the creature.

BRAINIAC
SSSSSSSSSSSSUUUUUPERRRRRMAAAAAANNN!

It batters the Man of Steel, then moves quickly back into the
darkness. Superman's a bit dazed.

LOIS
Are you alright?!

SUPERMAN
I'm... I'm okay...
(squints up)
I just wish I could see what I'm fighting.

Then, the beast drops on Superman anew, its massive legs tearing
at him. Superman struggles free, bolting toward the shaft of light
to strengthen his powers, but the creature grabs hold of him,
pulling the Man of Steel back into the darkness.

Suddenly, the creature's underbelly opens, setting loose six
smaller, metallic versions of itself. Superman breaks free of the
beast and begins fighting the creatures off, smashing them
together, crushing them in his grip. We hear LOIS'S SHRIEK.
Superman reacts.

The micro-beasts crawl all over Lois. Superman uses his heat
vision to blast the CREATURES, which EXPLODE, hissing. Using his
powers leaves Superman a little dazed.

But the TSB is on him again -- its mid-section spreading to reveal
a primeval head. The BEAST brings Superman to its jaws while
letting loose an ungodly SCREECH. The pair violently tussle, the
beast's head and legs rising and striking, Superman blocking and
attacking. A leg shoots from the darkness and catches Superman by
the throat, pinning him against the web. The beast's jaws come in
close to Superman's face, preparing to gorge.

We see the strain on Superman's face, the veins in his neck and
head throbbing.

Then we see why -- Superman uses all of his strength to stretch
his fist into the just-out-of-reach shaft of light. He makes it,
charging himself.

The jaws of the creature almost on his head, Superman comes across
with a right hook that knocks the creature into the air.

Superman crawls into the sunlight, takes in as much as he can, and
leaps up at the beast, grabbing hold of the wildly flailing
creature. He flies it up and...

INT. MENAGERIE

... out into the full beam of sunlight.

SUPERMAN
You wanna hide in a bug... I'll crush you
like one!

Superman begins mangling the beast.

Hooked into his helm, Brainiac convulses, feeling the pain of the
beating.

Superman grabs the head of the creature and pulls it off,
ferociously.

The MACHINE he's hooked up to EXPLODES from the feedback, and
Brainiac flees back into his own body, throwing the helm off. He
weakly tries to crawl away from the wreckage. Breathing heavily,
Superman grabs a hold of him, lifting Brainiac above his head.

SUPERMAN
You destroyed my homeworld! You killed me!
And you forced my friend to give his life!

BRAINIAC
You... do not... take... lives... Th...
that... is the... code... you...
live by... Like... the Eradicator... I
live...

SUPERMAN
No -- he was one of the most human beings
I've ever known. You -- you're just a
machine.

Superman punches his fist through Brainiac's chest and out his
back. Brainiac convulses, and 'dies'. Superman drops his mangled
form to the floor, where it reverts back to its most primitive
form -- some metal and circuitry.

INT. PIT

Superman flies to Lois' side.

SUPERMAN
Do I look tired? Because I feel tired.

LOIS
You look a little worn, yes. but right
now, I have a million questions about
what happened to you.

Superman pulls Lois from the web, and scoops her up into his arms.

SUPERMAN
Well maybe I can help shed some light on
the subject.

Superman streaks up one of the shafts of light, Lois in his arms.

EXT. DAILY PLANET BUILDING ROOF - NIGHT

Superman sets Lois down on the roof of the building.

SUPERMAN
Give me a sec, okay?

Lois nods. Superman leaps into the air, and is gone, leaving a
SONIC BOOM in his wake.

EXT. SPACE

Superman reaches the partially-functioning, sparking ShadowCaster.
He begins pushing the SHADOWCASTER, getting up some speed, until
he lets it go. It whips through space, until it hits the surface
of the sun and EXPLODES.

The device destroyed, sunlight pours through space and...

EXT. EARTH

... over the planet.

EXT. METROPOLIS - DAY

Sunlight is everywhere, filling the streets.

EXT. LEXCORP BUILDING - DAY

Lex emerges from his building, carrying two suitcases -- both
packed to the brim. He rushes toward his limo, looking up at the
new dawn.

LEX
Aruba -- Aruba's always excellent this
time of year. I'll have all documentation
involving Brainiac destroyed, while I
down daiquiri's in the dunes, offering a
steady stream of I-don't-remember's! Hell
-- it worked for Reagan!

As Lex reaches for the limo door, Superman lands in front of him.
Lex shrieks.

SUPERMAN
'morning Luthor. Going somewhere?

LEX
Superman! Thank God! That alien cloned me
like a sheep, and used my double to make
it seem like we were in league!

SUPERMAN
You get points for originality.

Superman lifts Lex into the air.

EXT. DAILY PLANET BUILDING - DAY

On the ground, Superman lowers Lex into the midst of the POLICE.

LEX
Alright -- that's it! I want this
vigilante arrested, now!

POLICE #1
On what charge?

LEX
Endangering a public figure, harassment,
whatever!

SUPERMAN
I have a charge of my own, Officers --
against Mister Luthor. A charge of
espionage against the world government.
Luthor utilized Brainiac for his own
selfish gain, and had further designs on
governmental extortion.

LEX
Unsubstantiated, gentlemen. Like you fine
people, I was duped by that lying alien!
While I do have suspicions that Superman
himself was working in conjunction with
Brainiac, I can assure you that there is
zero proof that I was ever anything but
an unwilling participant in...

Superman tosses the police the download disc from Jimmy. He
disappears momentarily, and returns in a flash with a laptop,
which he hands over to the police. They pop the disc in and look
from the computer screen to Lex. Lex glares at Superman.

SUPERMAN
(as Lex)
"I just wanted to let you know who beat
you, boy!"

Superman chuckles and takes off into the air. The Police stare
down Lex, angrily. Lex recoils.

EXT. METROPOLIS - DAY

Jimmy looks up and sees...

Superman -- winging his way toward the Daily Planet.

Jimmy nods, smiling.

JIMMY
I wonder if Mister Kent will be back to
work Monday?

EXT. DAILY PLANET BUILDING - DAY

Clark Kent walks out onto the roof, where Lois has her arms
outstretched, soaking up the sun. He offers her a tube of
sunscreen.

CLARK
You might want to apply some sunblock.
You look like S.P.F. 14.

LOIS
Pithy... to the last.

Lois spins into his arms, embracing him tightly. Clark hugs her
right back.

CLARK
Pithy -- who uses that word anymore?

LOIS
Oh God, I thought you were really gone.

CLARK
So did I.
(beat)
But I learned a few things -- I know what
keeps me here, what keeps me doing what I
do, what kept me from accepting the grave.
It's you, Lois. Superman may look out for
everyone, but he doesn't belong to the
world -- he belongs to you.

Lois wells up.

CLARK
And you belong to me.

LOIS
I love you, Clark. Never leave me again.

CLARK
I won't, babe. I won't.
(embraces her)
From now on, I'm going to try to be more
man than Super.

LOIS
(looks at him)
Oh, Clark -- are you still dwelling on
Mount Rushmore? Forget what I said --
that was before the maniacal robots from
outer-space killed you.

CLARK
Wait, wait, wait -- you're going to let
something small like that alter your
opinion? You? Lois Lane? Hard-bitten
journalist for the Daily Planet?

LOIS
See, that's one thing you have to learn,
Smallville -- a woman's allowed to change
her mind at any given moment...
especially after a bad week.
(smiles)
Now kiss me, dead man -- before I change
my mind.

CLARK
Must you always have the last word?

Lois is about to respond, but Clark kisses her instead.

And everything goes back to normal in Metropolis.

INT. SKULL SHIP

The metal Brainiac symbol is picked up off the floor by a small,
metal hand. L-Ron deposits the remnant into his circuitry, and
looks at the camera.

L-RON
I know, I know. But I'm a glutton for
punishment.

He whisks off, and out through the hole in the roof.

THE END