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.

INT. SMALL CRAFT

The frightened Aliens try to re-start their craft.

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 gives L-Ron a withering look.

L-Ron holds up the containment jar, inside which scurries a multi-
legged fist-sized creature.

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.

Brainiac regards the message curiously.

Brainiac turns away, disinterested. Then, the "friendly" greeting
onscreen turns darker.

Brainiac snaps to attention, shocked recognition crossing his
face.

Brainiac's eyes glow with intrigue. L-Ron shrugs and begins
entering coordinates. Lex's message continues onscreen.

INT. TELEVISION STUDIO

A CLOSEUP of a stiff-looking TELE-JOURNALIST fills the screen.

We're in a television studio. While the "Nightline"-like opening
logos play, cameras whirl and reposition. Then:

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.

LOIS sits beside Lex -- beautiful yet poised... even though she
looks thoroughly pissed.

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."

Fade to a commercial -- in an open field, a WOMAN spins a small
boy in her arms:

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.

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.

The Journos laugh. The Governor kisses her son's head and hugs
him, then turns back to the cameras.

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.

He drops the Governor and grabs the boy by his collar.

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.

High above, a streak of RED descends at a rapid rate, rocketing
into the pavement, leaving a hole in the ground.

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.

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 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.

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.

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...

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.

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.

He disappears in a flash and a gust of wind, then reappears
holding the Boy.

The Governor hugs first her son, then 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.

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.

Then JIMMY OLSEN shows up, out of breath. He looks at LEX,
panting, then nods to Luthor's shiner.

Lex seethes, as Lois emerges from the building.

Lex hurries to his limo.

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.

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.

Lex yawns slightly, as if bored.

Lex arches his eyebrows slightly. Then, a pissed Superman yanks
Luthor to him, bringing them face-to-face.

Superman glares at Lex, knowing he's right.

Superman hooks his foot under a bar on the elevator and starts
'towing' the car up the shaft at an alarmingly fast rate.

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.

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.

Superman flies in, setting down beside a desk. The nameplate on
the desk says "CLARK KENT."

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.

And Lois plants one on Superman -- long and passionate. Superman
breaks the kiss and steps back.

He pulls Clark's glasses from his cape and slips them on.

Lois goes wide-eyed and faints. Superman rushes forward and
catches her. Then she opens her eyes and shakes her head.

They kiss. He brings her back to her feet.

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.

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.

Lex goes wide-eyed at the robot and leaps from his chair.

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.

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.

A pair of LexCorp SOLDIERS burst through the doors.

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.

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 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.

Brainiac extracts his appendage, which reconfigures anew.

The images on the monitors align into one single visual of
Superman in action, from earlier that day.

Brainiac whirls back.

Lex reaches into a drawer and pulls out a pottery shell, covered
in mossy grass.

Lex places it on his desk, beside a model of a SPACE STATION WITH
LARGE MIRROR PANELS. Brainiac analyzes the model curiously.

Brainiac presses something on the model and huge gun turrets pop
out, with accompanying cannons. Lex smiles.

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.

EXT. LEXTECH DYNAMICS - NIGHT

A RADAR DISH reconfigures, as we hear...

INT. LEXTECH DYNAMICS CONTROL ROOM - NIGHT

A scientist, SHUSTER, argues vehemently with Lex, as Misty
oversees a TECHNICIAN.

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.

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.

They kiss deeply, as we cut to...

INT. SKULL SHIP

Brainiac and L-Ron watch the solar conductor on their view screen.

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.

Lois' eyes go wide. She stares at him for a beat, then looks down.

She steps back and looks at him.

Lois shakes her head sadly. Clark's eyes are downcast -- her words
truer than he can bear.

Clark takes it in somberly. Then he lifts his head, as if
listening to something far away.

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.

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.

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.

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...

INT. PERRY WHITE'S OFFICE - CLOSEUP - COMPUTER MONITOR

We scroll through photos of the Hob's Bay incident.

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 shuffles by Lois, who pats him on the back. Perry slumps in
his chair.

The PHONE RINGS. Perry pounces on it.

Perry storms out of his office, leaving Clark and Lois alone.
There is some silence. Then...

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.

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.

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.

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 looks in to his eyes. He seems almost afraid.

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.

Doomsday kicks Superman in the back, but Superman rallies.

INT. SKULL SHIP

On the main screen, we see the combatants fighting.

Brainiac offers the little robot a dour expression. L-Ron
deflates. Brainiac pushes a button on the control board.

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.

The photos show the ShadowCaster in its dormant and operative
mode.

Jimmy drags Lois out. Perry calls after them.

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...

INT. LEX'S OFFICE - NIGHT

Lex looks out upon the prematurely-darkened Metropolis -- a
microphone in his hand.

EXT. SEWER DROPOFF DRAIN

Superman enters cautiously.

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.

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.

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.

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.

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.

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.

CLOSEUP - LOIS

She at first smiles through her tears as well, until she realizes
what it means.

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.

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.

INT. FORTRESS

The Eradicator stares up at the mapping system, with a flashing
red light indicating the fallen Superman's location.

INT. SKULL SHIP

L-Ron looks up from the monitor on the control panel.

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."

The image disappears, replaced with "activating cloaking device."
The Eradicator then concentrates on the map.

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.

Brainiac scowls at the screen and switches off.

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.

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.

We HOLD on the FROZEN PHOTO IMAGE of the Man of Steel held by his
secret love.

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.

EXT. FOREIGN LOCALES

While Lois speaks, we see LexCorp kliegs powering up, at sights
around the globe. LexCorp trucks empty LexCorp food supplies.

EXT. METROPOLIS PARK - NIGHT

Lois continues.

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.

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.

From atop the viewing stage, Lois and the others stare up at the
screen.

The message continues on the screen.

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.

A murmur goes through the crowd.

Atop the viewing stage, Lois looks at Lex, suspiciously, as Lex
continues.

Cat moves closer to Lois, whispering.

Lex encourages applause from the confused crowd.

Urged by Lex, Brainiac approaches the podium, as a hush falls over
the crowd.

A cheer goes up from the crowd. Brainiac looks out upon the
thrall, emotionless. Lex pats him on the back, whispering in his
ear.

Lois watches Brainiac's and Lex's interaction with suspicion, but
her face belies fear that what's being said may be the truth.

Lois goes bug-eyed, her journalistic instincts kicking in. She
charges the podium, fighting off LexCorp security.

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.

The crowd calms, listening to Brainiac.

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 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.

DREAM SEQUENCE

We SMASH CUT into a speeding tracking shot, travelling on
electrical impulses through the tortuous path of SUPERMAN'S BRAIN,
hearing...

A CLOSEUP of JOR-EL fades into view.

1) Jor-El and Lara work in their lab. They step back to reveal the
ERADICATOR, who sits up and opens his eyes.

2) The Eradicator emerges from a deep, smoky shaft.

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.

Then, alarms sound, and lights flash. The screen goes black,
filling with the symbol of Brainiac.

4) Bound in handcuffs and illuminated by a shaft of light, Jor-El
stands before Brainiac in a darkened chamber.

A second shaft of light illuminates the Eradicator, sealed in a
glass containment chamber.

Suddenly, a beam shoots out of the Brainiac symbol, striking the
Eradicator, absorbing its power.

5) In a containment chamber, Brainiac's 'body' begins growing. A
schematic of the goal is pictured on a monitor.

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.

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.

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.

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.

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.

Superman stares at the Eradicator, slowly grasping. Then...

The Eradicator nods, Superman leaps to his feet, triumphantly. The
Eradicator proceeds around the chamber, constructing a small two-
man SHIP.

He leaps, as if to take off, but falls to the ground.

Superman rises to his hands and knees, wide-eyed -- he's never
been powerless in his life.

Superman stares at him, taken aback.

Superman offers the Eradicator a sharp, shocked look.

The Eradicator sees the passion in Superman's eyes. He processes
this, and stands back. Superman proceeds.

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.

EXT. LEXCORP BUILDING - NIGHT

At the podium, Lex reads from a prepared statement.

The press let out a cheer -- Lois stands among them, looking on
suspiciously. She speaks up.

Lex's eyes flare briefly, then settle. He smiles kindly.

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

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.

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.

INT. SKULL SHIP BRIDGE

Brainiac and L-Ron enter.

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.

Brainiac seizes the statue, and crushes it in his grip. There,
amidst the dust, sits a micro spy camera, blinking.

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.

Then, tendrils reach out of the Eradicator's back and scoop up the
various pieces, outfitting Superman.

The tendrils draw back into their operator, revealing a newly-
outfitted Superman (minus the 'S' shield). He looks ready for
action.

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.

As Misty exits, Lois and Jimmy enter.

Jimmy jumps between the verbally sparring pair.

Lex goes soft, smiling at Lois. He rounds the desk and scoots next
to her.

Then, Lex drops to the ground, out cold. REVEAL Lois palming a
small needle resembling a joy buzzer.

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.

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.

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.

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.

Derris is ruffled, but exits. Brainiac leans on L-Ron.

Brainiac withers further. L-Ron grabs hold of him, pulling him out
of the room.

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 accesses a file marked 'AI'. He opens it, and we get the
gist of his back-stabbing plans for Brainiac.

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.

Then, Lex freezes. He notices his computer is on.

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.

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.

INT. LEX'S OFFICE

A team of LexCorp security piles in. Lex points frantically at the
balcony, screaming.

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.

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.

Lois flies over the roof of LexCorp and we REVEAL the huge
holograph device that throws the image of the "armada" against the
sky.

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.

But Superman's attention is drawn to the hull of ship.

INT. ERADICATOR/CRAFT

The visual Superman sees through the window X-rays until the words
"LexTech 37" are revealed. Superman growls.

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.

The ship continues to fall, the ERADICATOR seemingly "out."

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 seizes the little robot, holding him aloft.

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.

Brainiac goes wide-eyed.

EXT. SPACE

The Eradicator's ship SCREAMS into the lower atmosphere, rocketing
at the surfaceof the planet.

INT. ERADICATOR SHIP

Superman looks about nervously.

EXT. SPACE

The Eradicator ship SCREAMS through the clouds, racing toward a
land mass.

INT. ERADICATOR CRAFT

Superman punches at the control panel.

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.

The mapping system disappears, replaced by "SIGNAL LOST."

EXT. COAST CITY - NIGHT

Superman and the Eradicator climb out of the flying craft.
Superman hugs the ground, sweating bullets, breathing heavily.

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.

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.

The Eradicator offers him a puzzled look.

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.

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 scoops up two children. A WOMAN grabs him by the
shoulder.

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...

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.

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.

Superman eagerly jumps inside the suit.

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.

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.

And as the people cheer, Superman leaps into the sky, rocketing
out of sight.

EXT. SKY - NIGHT

With the aid of the Eradicator suit, Superman soars again,
maneuvering gracefully.

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.

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.

He tosses the writ at Perry.

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.

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.

Lois puts the picture frame down and pulls Clark's jacket from off
a chair, holding it close to her body.

As Jimmy speaks, Lois inhales Clark's jacket deeply. She tears up
a bit.

As Jimmy speaks, Lois finds a pair of Clark's glasses.

Jimmy looks down, cowed. Lois breaks down.

Lois has worked herself into a crying frenzy. Jimmy looks on,
stupefied.

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.

Lois looks at him, and nods slowly.

They look at one another and nod. The secret's safe. Jimmy hands
Lois a remote and picks up a gym bag.

INT. SKULL SHIP - NIGHT

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

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.

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.

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.

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.

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.

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.

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.

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.

EXT. LEXCORP BUILDING - NIGHT

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

... 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.

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

INT. GENERATOR ROOM - NIGHT

Jimmy comes to the last switch.

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.

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.

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

He breaks into takeoff position. Jimmy rushes to him.

Superman stops. Jimmy hands him the LexCorp disc.

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 glares at Brainiac and nods.

Brainiac regards him curiously. Lex nods to Misty.

Misty presses a button on a remote control.

EXT. SKULL SHIP POWER GRID - NIGHT

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

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.

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 grabs Lex by the throat. Lex smiles.

An alarm goes off on the control board.

Exasperated, L-Ron mans the controls.

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.

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.

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.

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.

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

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

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.

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.

INT. SKULL SHIP

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

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.

INT. SKULL SHIP

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

EXT. SKULL SHIP - NIGHT

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

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.

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.

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.

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.

Then Lois turns and dashes away.

INT. SKULL SHIP

Brainiac searches the view screen, fiercely.

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

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.

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.

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.

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

Brainiac pushes Lex to the side and faces Lois.

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

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

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 regards this with interest.

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.

EXT. LEXCORP BUILDING - NIGHT

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

INT. SKULL SHIP

Brainiac pulls Lois to him.

EXT. METROPOLIS STREET - NIGHT

Brainiac cackles against the night sky as he slowly fades.

Superman turns on the Eradicator, rising.

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

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.

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

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.

Lois looks at Lex, wounded.

Lois shakes her head, teary-eyed.

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

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.

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.

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.

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

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

Superman makes an offensive move, but is interrupted.

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

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.

He moves toward the Eradicator.

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

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

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

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

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.

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

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.

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.

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.

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.

A SONIC BOOM ECHOES through the Skull Ship.

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

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.

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.