The Man of Steel

by kwalker2525

A sequel to my screenplay The Last Son of Krypton. A year after the Eradicator's attack on Metropolis, Superman has become the beacon of hope in the city. But is he strong enough to shoulder the weight? His beliefs, values, and strengths are challenged by enemies yearning for revenge and looking for death. Check out The Last Son of Krypton for the full story!

THE MAN OF STEEL

Written by Kyle Walker

Superman created by

Jerry Siegel and Joe Shuster

EXT. OUTER SPACE

The vast emptiness of space is lit with bright stars. It is cold and silent. There is no movement or sound or thought. Until...

VOICE (VO): It is undeniable...

The camera slowly pans over to reveal the Moon. The camera lingers on the bright, glowing, lonely orb.

VOICE (VO): It is a calculable...

The moon becomes bigger and brighter as the camera begins to zoom in.

VOICE (VO): ...logical inevitability...

The camera travels along the surface of the moon until it reaches the northern cap. On the surface of the moon is a large alien looking structure. A large window faces the camera. The camera travels through the window to reveal SUPERMAN chained to two pillars. His costume is torn and burnt. His cape dangles on his shoulders. He is beaten, bloodied, and bruised. SUPERMAN raises his head slowly and painfully to the camera. Within his eyes is a broken hero.

VOICE (VO): Superman will die.

The camera goes black.

EXT. ALLEYWAY

AMY THOMAS falls over a cluster of trash cans sending trash and banging noises echoing through the alleyway. She tries to pick herself up and stumbles again. Weeping slightly she props herself against the alleyway wall. Her clothes are dirty and slightly torn. She has bruises and cuts over her face and body. She has an exhausted, panicked, and lost look in her eyes. She looks around, waiting for something to come out and grab her. She lowers her head down and her eyes spot something within the trash that is scattered on the ground. AMY reaches over and picks out a crumpled Daily Planet newspaper. On the newspaper is an article entitled, "Where is Amy?" Next to the article is a picture of AMY, looking clean, beautiful, and happy. There are other articles down the page including one that says "Superman Stops Subway" and "The Apogee Space Shuttle: Journey to the Beyond." A sound draws her attention away from the newspaper. She whips her head around, fear taking control of her entire body. She clumsily pushes herself off of the alleyway wall and takes off running down the alleyway. The alleyway opens into another street and she turns the corner, disappearing out of sight. The camera switches back to the other end of the alleyway. A shadowed figure walks into the alleyway. The shadowed figure is revealed to be BUTCH. [BUTCH is a large man with a square jaw and massive muscles, which he uses for dark and evil enforcement]. He looks back over his shoulder and motions forward with his head. Two men come running out of the shadows and toward where AMY rounded the corner.

EXT. METROPOLIS SIDEWALK

AMY runs down the empty sidewalks of Metropolis. She looks over her shoulder and sees that no one is there. She stops and catches her breath. Suddenly the two men round the corner. When they see her they stop running and start walking slowly toward her. AMY looks up and sees them approaching her. Fear fills her face.

AMY: No...

AMY takes off running. The men take off after her. AMY turns down another alleyway.

EXT. ALLEYWAY (2)

As soon as AMY turns the corner of the alleyway she realizes she just went down a dead end. She stops and turns to run back out of the alleyway but the men are already waiting for her.

MAN #1: Hey beautiful. Where ya going?

MAN #2: Were you trying to run away?

AMY walks slowly down the alleyway, watching in terror as the men close in on her.

MAN #1: You know the boss doesn't like it when his girls try to run away.

MAN #2: And to think, he was going to make you his main girl.

MAN #1: I don't think he's going to be so generous now...

AMY has backed herself up against the wall. The men smile as she cowers in their shadows.

AMY: Please... Don't h...h...hurt me...

MAN #1: Oh, we're not going to hurt you.

MAN #2: But the boss will...

AMY: Please... Help!

EXT. METROPOLIS

AMY's screams echo through the city.

EXT. ALLEYWAY (2)

MAN #2: You really shouldn't scream. You could lose your voice.

MAN #1: And the boss wouldn't want that. He loves it when you scream...

MAN #1 reaches out his hand. As MAN #1 gets closer to AMY the ground beneath them begins to shake. Suddenly the cement between AMY and MAN #1 splits open and SUPERMAN flies out of the rubble. He grabs MAN #1's outstretched hand and flies him up into the air. MAN #1 screams in fear and pain. SUPERMAN throws MAN #1 through the air and down the alleyway. SUPERMAN looks back down at MAN #2. MAN #2 looks up and start running down the alleyway. SUPERMAN flies down and slams his feet into the ground. The cement splits under MAN #2's feet and like a catapult, flings him back through the air. SUPERMAN kicks back off the ground and does a somersault through the air and lands on the ground in front of the falling man. SUPERMAN lands just in time to grab MAN #2 and slam his face into the ground. SUPERMAN turns around toward AMY and walks toward her. POV of AMY. SUPERMAN is in the shadows. He is just a dark figure walking toward her. AMY scrambles back trying to get away. She screams.

SUPERMAN: Ma'am, it's alright. The men are gone. It's alright.

AMY: No…no…no…

POV of AMY. SUPERMAN steps out of the shadow and his emblem shines in the moonlight. Close up on AMY. Her eyes fill with relief as she sees the serpent-in-diamond shape on SUPERMAN's chest. AMY rushes up to him and wraps her arms around him. She weeps in his arms.

SUPERMAN: It's ok. They're gone. I'm here now…

AMY: No… no… I… I…

SUPERMAN pulls her away and looks at her, up and down. SUPERMAN's face fills with shock and sadness.

SUPERMAN: Who did this to you? Was it these men?

AMY: No…no…

SUPERMAN: Who was it?

AMY tries to speak but can't get it out.

SUPERMAN: What is your name?

AMY: A…A…Amy…

SUPERMAN: Amy? Amy Thomas?

A shock of realization washes over SUPERMAN's face.

SUPERMAN: Oh my God... Who did this?

AMY: J... J...

SUPERMAN: It's ok... It's going to be ok.

AMY: He… He…

SUPERMAN takes her in his arms and holds her close.

SUPERMAN: Shhh... shhh... You don't have to talk about it now. I'll take you to the hospital.

Close up on SUPERMAN. SUPERMAN is saddened and weary. SUPERMAN grabs AMY and they lift up into the air.

EXT. THE CORBEN CASINO

The Corben Casino stands brightly lit in the roaring downtown of Metropolis. The nighttime keeps it in shadows but its neon lights keep it shining. It is a large building full of greed, corruption, and sin.

INT. THE CORBEN CASINO

Inside the building, people shuffle across the bright carpets. The constant hum of cards being slapped onto the tables and slot machines rolling up losing numbers float throughout the casino. People laughing and losing and winning join in the chorus of the Metropolis night scene. JOHN CORBEN walks around the crowds, smiling and laughing with the gullible masses. Abandoning the crowds, CORBEN walks to the side of the room where BUTCH is leaning against the wall.

CORBEN: How did everything go tonight Butch?

BUTCH: She escaped sir. Superman.

CORBEN: Ah, as usual. Don't worry about it. They've got nothing.

BUTCH laughs.

BUTCH: As usual, Boss.

CORBEN joins BUTCH in laughing.

CORBEN: How's the crowd?

BUTCH: Guy at table two just bet his house in a game of Texas hold 'um. And the girl at table seven is cheating. Ace up her dress.

CORBEN peers through the crowds and see the woman at table seven. The gorgeous woman has large stacks of chips and is wearing a very revealing dress.

BUTCH: Do you want the guys to take care of her?

CORBEN: No. I think I'll take this one.

CORBEN walks over to table seven. CORBEN leans in toward the woman.

CORBEN: Seem to be pretty lucky tonight?

The woman looks up at CORBEN. She is instantly afraid and skittish.

WOMAN: Oh... well... must be my lucky day...

CORBEN: Right...

CORBEN quickly shoves his hand up her dress.

WOMAN: Hey!

CORBEN pulls out a hidden ace. The people at the poker table gasps. The WOMAN steps back, frightened.

WOMAN: Look... I...

CORBEN: Save it lady!

CORBEN grabs her and starts to drag her away.

INT. CASINO HOTEL HALLWAY

CORBEN drags the WOMAN into a hallway. She is struggling against his grip.

WOMAN: Look, my husband got laid off and we need to feed our kids.

CORBEN: Yeah, yeah. So does everyone.

WOMAN: Please, I'm sorry. I'll do anything.

CORBEN stops in the middle of the hallway and smirks. He pulls the WOMAN to an elevator and pushes the button. As the doors open he forces the woman inside.

INT. ELEVATOR

The WOMAN stands in the corner scared. CORBEN watches her with undressing eyes.

WOMAN: Where... where are you taking me?

CORBEN: I understand why you cheated. I've cheated my whole life. It's what got me off the docks. It's what got me this casino. But I can't allow cheating in my place of business.

WOMAN: I swear...

CORBEN: But... I do allow games.

WOMAN: What?

CORBEN: I'll let you keep your stolen money so that you can go back to your lousy life with your dead beat husband and annoying kids if you play a game with me.

WOMAN: What kind of game?

CORBEN: Oh, it's one I came up with. It's a real good one.

CORBEN's penetrating stare makes the WOMAN realize what game he has in store. The WOMAN's face fills with fear.

WOMAN: Listen... You can keep the money. And I swear to you, I will never play at your casino again.

CORBEN: Believe me. When I'm done with you, you won't even be able to sit at a blackjack table.

CORBEN's smile casts a shadow over the woman.

INT. CASINO HOTEL HALLWAY

The elevator opens up and CORBEN walks out, dragging the WOMAN. The WOMAN is struggling and fighting.

WOMAN: Please! You can't do this! My husband...

CORBEN: Come on Babe. We both know how good you are at cheating.

CORBEN comes up to a room in the hallway and unlocks it. Swinging the door open he tosses the WOMAN inside.

INT. HOTEL ROOM

The WOMAN falls to the floor. CORBEN comes in after her and closes the door. The WOMAN scrambles backward trying to get away from CORBEN.

WOMAN: Please... don't...

CORBEN: It's like you said. It must be your lucky day...

CORBEN looms over her, lust filling his eyes.

SUPERMAN (OS): Stop! Right now...

CORBEN and the WOMAN turn around. The camera pans over to reveal SUPERMAN standing in the middle of the room, arms crossed, casting a tall shadow across the ceiling. CORBEN gives SUPERMAN a slight smile. SUPERMAN looks down at the WOMAN.

SUPERMAN: Miss? Are you alright?

The WOMAN shakes her head.

SUPERMAN: Go back to your family. I'm sure they miss you more than their money.

WOMAN: Of course... thank you... thank you...

The WOMAN scrambles to her feet and squeezes past CORBEN. The door slams behind her as she leaves. CORBEN smiles at SUPERMAN.

CORBEN: Well, well, well. If it isn't the S-Man. Thanks for ruining my night.

SUPERMAN: Shut up!

CORBEN laughs.

CORBEN: So, what are you here for today? Blackjack? Texas Hold 'Em? Oh, I've got it! Go Fish!

SUPERMAN: You really slipped up this time, Corben!

CORBEN: Ok, what have I done this time?

SUPERMAN: Amy Thomas.

CORBEN: Ah, how's the little one doing these days?

In a flash, SUPERMAN rushes forward and pins CORBEN to the wall.

SUPERMAN: You sick twisted freak! I'm going to watch you rot in jail for this!

CORBEN: Temper, temper.

SUPERMAN lifts CORBEN into the air by his shirt collar.

SUPERMAN: You don't know the half of it!

CORBEN starts to laugh.

SUPERMAN: What is so funny?

CORBEN: You! You are! Look at you! You think you are so superior. So above me.

SUPERMAN tosses CORBEN onto the floor. CORBEN falls down laughing. SUPERMAN hovers over his body.

SUPERMAN: I am.

CORBEN: You know, S-Man, we are more alike than you think.

SUPERMAN angrily flies down to CORBEN and lifts him into the air.

SUPERMAN: I am nothing like you!

CORBEN: Just look at your face right now. I've seen that face before...

Close up on SUPERMAN. His face is full of anger and hatred.

CORBEN: I've seen it in the mirror.

SUPERMAN: Shut up!

CORBEN: It's the power... the control. It feels good doesn't it? But believe me, when you have that much power, one day you're going to lose that control.

SUPERMAN throws CORBEN into the wall. CORBEN falls down to the ground. CORBEN is a little shaken but he catches his breath and stands back up.

CORBEN: You and I are very much alike. We are just on different sides. You're the good guy. And I'm the bad guy. You punish the people who you think are evil. I punish the people who I think deserve it. How long until those lines get fuzzy? How long are you going to be the good guy?

SUPERMAN: Shut up! I'm taking you to jail!

CORBEN: Go ahead. The only proof you have is a traumatized little 18 year old girl. The only truth that you'll find is that she enjoyed every minute of it.

SUPERMAN furiously charges at CORBEN and grabs him and jumps out of the window into the night air.

EXT. THE SIDE OF THE CORBEN CASINO

SUPERMAN holds CORBEN in the air with one hand. CORBEN is laughing hysterically.

CORBEN: Do you really think you're changing this city?

SUPERMAN: Yes!

CORBEN: Then why am I here? Why haven't you changed me?

SUPERMAN doesn't know how to respond.

CORBEN: Trust me, I know this city. Right now, they are feeding off you. Using you as a crutch. But as soon as that crutch is gone, they go crazy. And the city goes right back to where it started. And in the end, you've done more harm to this city than you ever did to change it. I've seen it happen over and over again. Politicians, humanitarians, heroes. They all end up the same. The city sucks them dry and they become... me.

SUPERMAN: I will never become you!

CORBEN: Look at yourself! Look at what you are doing! You put someone like me in your position and then what are you? Huh?

SUPERMAN searches for an answer.

CORBEN: Do you want to know why we are so a like?

CORBEN pulls himself up to SUPERMAN's face.

CORBEN: You enjoy this... Just as much as I do...

CORBEN lets go of SUPERMAN and falls toward the ground. The camera follows CORBEN as he plummets through the air. Just as he is about to hit the pavement, SUPERMAN grabs him and gently lowers him to the ground. The police surround the casino and rush up to SUPERMAN and CORBEN. TURPIN grabs CORBEN and push him up against one of the police cars, locking handcuffs on him.

TURPIN: John Corben, you have the right to remain silent. Anything you say can and will be used against you...

CORBEN turns and looks at SUPERMAN.

CORBEN: You caught me this time, S-Man. But one day, you won't. You'll see.

TURPIN: Ah! Shut up!

TURPIN tosses CORBEN into the police car. SUPERMAN watches as CORBEN drives away. Close up on SUPERMAN. SUPERMAN's face is filled with conflict and anger.

TURPIN (VO): God damn it! We've got him! There's no way he can slip out of this one.

INT. METROPOLIS HOSPITAL

AMY is sleeping in a hospital bed. Her parents are passed out in the chairs next to her. The camera pans out through the window to reveal SUPERMAN, SAWYER, and TURPIN standing outside AMY's room. SUPERMAN is leaning against the wall, sad and empty.

SAWYER: We hope...

TURPIN: How is he going to explain this one!

SAWYER: John Corben is a smart man. We have to be cautious. He's eluded us for too long.

SUPERMAN: A month...

SAWYER and TURPIN look at SUPERMAN. For the following, SUPERMAN continues to look at AMY.

SUPERMAN: She has been missing for a month. I should have found her... I should have stopped him...

SAWYER: Everyone was looking for her. She just disappeared. Her roommate came home and she was gone. No signs of struggle or break-in.

TURPIN: And the media had a field day. It's been pretty much nonstop media coverage. And now that she's back they're going to go even crazier.

SAWYER: The media loves a success story.

SUPERMAN: Success? You call this a success?

SAWYER: I mean...

SUPERMAN: I can only imagine the nightmares she's having...

SUPERMAN continues to stare deeply at AMY. SAWYER and TURPIN share a glance.

SAWYER: You couldn't have known where she was.

SUPERMAN turns to look at SAWYER and TURPIN.

SUPERMAN: I should have! I'm Superman! People depend on me! I...

SAWYER puts her hand on SUPERMAN's shoulder.

SAWYER: We all know what you are capable of...

SUPERMAN: Do you? Do I? Maybe Corben is right...

SAWYER: Corben? What do you mean?

SUPERMAN looks at SAWYER and TURPIN for a second.

SUPERMAN: Never mind...

SUPERMAN walks to the window at the end of the hospital hallway and opens it up. He looks back at SAWYER and TURPIN.

SUPERMAN: I... I have to go...

SUPERMAN's eyes dart away from SAWYER and TURPIN's glances and he flies out of the window. The camera switches back to SAWYER and TURPIN. TURPIN looks up at SAWYER, confused.

SAWYER: I would tell you to go after him... But wherever he's going...

EXT. METROPOLIS

SUPERMAN flies away from hospital. But even as he flies away he can hear everything clearly.

SAWYER (VO): ...I don't think we can follow...

The city of Metropolis is asleep. [There is a new look to Metropolis. It is full of happiness and peace. The optimism that used to fill the streets is replaced by a sense of accomplishment and laziness. But this peace is held together very weakly because no one really appreciates it. It could break at any second.] SUPERMAN flies high above Metropolis. A million sounds resonate in SUPERMAN's ears. They are prayers from a little girl, a older couple saying goodnight, a teenager playing his guitar, a married couple having an argument, taxi cabs driving through the dark streets, footsteps, heartbeats, Laundromats, coughing, sneezing, arguing, crying, pleading, running, jumping, hiding, falling, yelling, silent. All of the sounds of the crying city of Metropolis. All of the sounds that SUPERMAN hears with perfect clarity. All the voices asking for his help.

VOICES: Superman, please protect my children tonight... Superman, why haven't you found my little girl... Please, Superman, just let me win the lottery, just this once... God, please bless Superman, and my Mommy and Daddy, and my stuffed animal, and... God damn it! I told you to never do that again... Superman, where are you?... Superman... Superman... Please... Superman...

Close up on SUPERMAN. SUPERMAN's face is filled with sadness and frustration. And finally, not being able to stand the voices, SUPERMAN arcs upwardly and flies straight up into the sky. He becomes smaller and smaller in the camera until his shape disappears into the stars. As he flies higher the voices begin to fade out.

EXT. MOON

The moon shines brightly high above Earth. The camera begins to zoom in on a lunar mountain.

EXT. LUNAR MOUNTAIN

SUPERMAN sits on top of the lunar mountain looking toward Earth. The Earth rises on the Moon's horizon. It is silent and still. There are no sounds. SUPERMAN looks toward Earth, troubled and sad. SUPERMAN drops his head to his chest. The camera switches to a wider angle. SUPERMAN sits alone.

Ext. Lexcorp Building

The Lexcorp building stands tall in the middle of Metropolis.

Int. Lexcorp Basement Hallway

MERCY walks down a dark hallway in the Lexcorp building basement. Her heels click loudly on the echoing floor. She comes to a large hangar door. Keying in a number code on the computer panel the door opens. MERCY walks in.

INT. BASEMENT LAB

MERCY walks into the basement lab. The lighting is dim and dingy. A harsh cracking sound is heard echoing off the walls. A green glow is emanating from the back of the lab.

MERCY: Lex?

MERCY walks toward the green light. At the back of the lab, there is a green meteor rock fastened into a clamp. LEX has an axe and is violently chopping at it. Slinters of the rock shower the lab. With a final guttural roar, Lex breaks off a large shard and it falls to the ground. Panting, LEX picks up the shard and holds it up to the light.

MERCY: Lex?

LEX spins around, shocked to see MERCY. LEX is disheveled and his clothes are dirty. He has a possess look in his eye that is aggravated by loss of sleep. LEX shoves the shard into his pocket.

LEX: I told you I didn't want to be disturbed!

MERCY: I just thought...

LEX: You thought wrong!

MERCY: Lex, you've been down here for hours obsessing over that rock!

LEX: It is called Kryptonite!

MERCY: Who cares what it's called! What do we even really know about it!

LEX: He has explained this many times...

MERCY: Lex...

MERCY leans her head in and talks to LEX with a whisper.

MERC: How can we be sure that he is reliable?

LEX turns to look at MERCY. LEX is frustrated and tired. Suddenly from behind LEX, a large computer screen flickers to life. On the screen are three green circles arranged in an upside-down triangle with two lines connecting the bottom circle to the two top circles.

BRAINIAC: I assure you, Mercedes Graves, I am quite reliable.

MERCY jumps a little at the sound of BRAINIAC's voice. [BRAINIAC's voice is metallic and lifeless. He shows no emotions whatsoever.]

MERCY: God!

BRAINIAC: I am sorry if I startled you, but I wanted to make it clear that all of my systems are in perfect condition and I am running at full capacity. Logically then, I am quite reliable.

MERCY looks annoyed at BRAINIAC's response. LEX sees this and laughs.

LEX: I don't think that she meant reliable in that sense.

BRAINIAC: Yes, the human emotion of distrust. You still do not have to worry Mercedes Graves. Alexander Luthor and I share a common motive. There is no reason for me to deceive him. Otherwise, it would jeopardize the outcome. To successfully kill Superman, we must work in complete synchronization.

MERCY: That's exactly my point. We all know why Lex hates Superman. What we don't know is why you want to see him destroyed.

BRAINIAC: I have clear and logical reasons.

MERCY: What are they?

BRAINIAC: Is it not a common human reaction to hide certain personal aspects from other humans?

MERCY: Yes, but you're not human.

BRAINIAC: Which makes me the perfect unbiased voice of human reactions. I am only trying to assimilate into your society. It is no error of mine if your society is naturally secretive and untrusting.

MERCY: Brainiac...

BRAINIAC: Mercedes Graves. I have relayed this information to you on multiple occasions. I am the Brain Interactive Construct, not this "Brainiac" that you refer to.

MERCY: I'm sorry. But "Brainiac" is much easier to say than Brain Inter… Inter… whatever!

BRAINIAC: But that is how my program is identified.

MERCY: It's easier for us… humans.

BRAINIAC: If you must call me this "Brainiac" to be more efficient, then so be it.

MERCY looks at LEX, aggravated.

MERCY: Lex, this is exactly what I'm talking about. He is a machine. I just don't think it is wise to put all of our trust into a machine.

LEX: I would agree. But this machine wants to see Superman dead. I can think of no better reason to trust him. Plus, he has helped me greatly.

MERCY looks at LEX, frustrated.

MERCY: Did you know, Lex, that the presence of Superman in Metropolis has actually stimulated the economy? People buy more and work more and spend more. And everyday, Lexcorp is creating new jobs and new revenues. This man, your supposed archenemy, is actually making you a lot of money. If you would get out of this lab more often you would see that.

MERCY spins back around and leaves the lab. The doors shut behind her. LEX stands watching the doors.

BRAINIAC: I warned you. She is an illogical risk.

LEX: I trust her with my life.

BRAINIAC: Your life is not in question here. If she becomes a liability, the proper course of action must be taken.

LEX: I never agreed to that!

BRAINIAC: Alexander Luthor... Do not forget what I have given you... Do not forget how I found you...

INT. LEX'S OFFICE (ONE YEAR AGO)

[The following is a continuation of the POST CREDITS EPILOGUE scene from THE LAST SON OF KRYPTON]

BRAINIAC (VO): You were broken. Defeated.

LEX stands in front of his TV screens. The image of SUPERMAN's victory over the ERADICATOR taunts him.

BRAINIAC (VO): You had failed. In your battle against Superman, both physically and mentally, you had lost. You had become desperate... emotional... alone.

Cut to: LEX throws the candlestick holder at the wall of TV screens. The candlestick holder smashes into one of the screens sending sparking and glass flying. LEX stands in front of the TV screens, scowling at the image of SUPERMAN.

LEX: I am the most powerful...

BRAINIAC (VO): Superman had left you empty... Powerless...

LEX strides over to his desk and throws open the drawers scrambling to find something.

LEX: I am!?

LEX's hands stop on a shiny black object hidden under piles of paper. Close up on the desk. LEX pulls his hand back to reveal a gun tightly gripped in his hand. The camera switches back to LEX.

LEX: I am!

LEX pulls the gun up to his temple. His hand is shaking furiously as tears well up in his eyes. The strength is running fast from him now.

BRAINIAC (VO): And in your moment of desperation... I came to you...

LEX: I... am...

LEX closes his eyes. His finger grips the trigger tightly. The hammer rises from the chamber as the strength in his hand fails and the gun falls to the ground harmlessly. LEX crumples to the ground and begins to weep silently.

LEX: I...am the... most... powerful... I am... I... am...

Pan to the TV screens. The TV screens behind him suddenly goes blank. The BRAINIAC symbol slowly comes into focus.

BRAINIAC: Alexander Luthor.

LEX scrambles on the floor trying to turn around and grab the discarded gun in the process. He clumsily shoots off the gun which breaks out another TV screen. The BRAINIAC symbol stays strong. Close up on the BRAINIAC symbol.

BRAINIAC (VO): I gave you strength. I gave you power.

LEX stares at the TV screen in awe. His eyes fill with the green light shining from the screen.

BRAINIAC (VO): I gave you the technology and intelligence to kill Superman.

INT. BASEMENT LAB

LEX stands in the light of the computer screen, the green light covering him.

BRAINIAC: I gave you your life. And in return you have given me all I need... to kill Superman.

There is a pause as LEX stares blankly into the screen.

BRAINIAC: So do not forget. Without me, you are without power.

LEX lowers his head; ashamed of the truth and the inevitable.

BRAINIAC: Consequently, she is correct.

LEX: What?

BRAINIAC: Superman's appearance in Metropolis has stimulated its economy. And in response, Lexcorp stock has risen by...

LEX: There is more to life than money...

BRAINIAC: Logic?

LEX: No... revenge...

LEX reaches into his pocket and pulls out the Kryptonite shard. Close up on LEX.

INT. LOIS'S BEDROOM

LOIS is sleeping in her bed. LOIS reaches her hand out to the other side of the bed and realizes it's empty. LOIS lifts her head up and looks around the room. The room is empty. She turns her head over to her nightstand. The clock's display says: 4:06 AM. She sighs and throws the covers off of the bed. She is wearing short boxer shorts and a tank top. She walks into her living room.

INT. LOIS'S LIVING ROOM

LOIS shuffles across her living room floor. She walks up to the balcony that overlooks Metropolis. She looks into the dark sky and up at the moon. The sky is empty. A breeze comes in and chills LOIS. LOIS shivers and wraps her arms around herself. LOIS sighs and shuffles back through the living room. She retreats back into her room.

INT. LOIS'S BEDROOM

LOIS flops onto the bed and pulls the covers over her. She rolls over on to her side and closes her eyes. The bedroom is silent for a long while. Then SUPERMAN comes into frame, floating above her. SUPERMAN looks down at LOIS and smiles. SUPERMAN leans down and kisses her on the cheek. LOIS jolts awake and hits her head on SUPERMAN. SUPERMAN flies up to the ceiling. LOIS holds her head in pain.

LOIS: Ow! Why do you have to sneak up on me like that?

SUPERMAN: I'm sorry... I thought you were asleep!

LOIS: Your head is so thick!

SUPERMAN: Sorry about that. They do call me the Man of Steel.

LOIS looks up at SUPERMAN. He's smiling. LOIS cracks a smile.

LOIS: I don't quite understand it though. You can bend steel. Why exactly would you be the man of it?

SUPERMAN: I don't know. I think it's kind of catchy.

LOIS: Yeah, yeah.

SUPERMAN floats down to the ground.

SUPERMAN: How's your head?

LOIS: It's fine... Where did you go?

SUPERMAN: I heard that scream so...

LOIS: I know that. But that was hours ago. Where have you been?

SUPERMAN: Nowhere...

LOIS glances down at the bedroom floor and smiles.

LOIS: The moon again?

SUPERMAN: How did you...

LOIS points at the floor. SUPERMAN's boots are covered with moon dust and he is tracking it in everywhere. SUPERMAN laughs a little bit.

SUPERMAN: Oh... sorry...

LOIS: You know, I may not have eyes like yours but I can see right through you. Yet for some reason you still think you can deceive me? I thought we knew each other better than that.

SUPERMAN: You can't blame me for trying.

LOIS: I guess not.

They laugh for a second. LOIS comes up and wraps her arms around him.

LOIS: So what was wrong?

SUPERMAN: The usual.

LOIS: Headaches again?

SUPERMAN: So many voices crying out … So many people that I can't help… On the Moon there is silence. The voices are too far away… But I can't forget them… even up there. They are still down here… waiting for me to help them…

SUPERMAN and LOIS stand in silence for a while.

SUPERMAN: They all want something from me. They want me to help them, save them, carry them…

LOIS: People always ask for what they want. It is just the first time in a long time that someone's been able to actually give it to them.

SUPERMAN: I can't give everyone what they want.

LOIS: I know that. But they don't.

SUPERMAN: Everyone thinks that I just fly around Metropolis all day and night doing whatever they want. But I can't be Superman all the time. I have a life too…

LOIS looks surprised and hurt but tries to hide it.

LOIS: Right…

SUPERMAN sees the hurt behind LOIS's eyes. SUPERMAN sighs heavily.

SUPERMAN: Lois, don't do this. I've told you. I need to tell you in my own way.

LOIS: What does that even mean? "Your own way" Why won't you tell me?

SUPERMAN: It's just… just…

LOIS: Are you too afraid to tell me?

SUPERMAN: No…I…

LOIS: I just hate this…

SUPERMAN: Hate what?

LOIS: Sneaking around all the time. Not knowing who you really are. Keeping our relationship a secret. You come and get what you want and go back to your normal life.

SUPERMAN: I've never had a normal life.

LOIS: You've never had a normal life with me.

SUPERMAN: You are the only semblance of a normal life I've ever had!

LOIS: I can't be your only link to humanity!

SUPERMAN: But it's all I have!

LOIS: I'm tired of being lied to all the time!

SUPERMAN: I'm not lying to you!

LOIS: Then what are you doing?

SUPERMAN: I'm protecting you!

LOIS: Oh yes, because you're Superman and Superman has to protect the entire world. He even has to protect his girlfriend from himself! God forbid he let someone into his life! Someone who loves him more than the world!

LOIS storms off. Close up on SUPERMAN. He is filled with doubt and uncertainty. SUPERMAN follows her into the living room. LOIS is leaning on the kitchen counter. SUPERMAN walks up beside her. For the following, LOIS doesn't look at SUPERMAN.

SUPERMAN: Look, I have a lot of enemies. And if they found out about us, they would hunt you down and use you to get to me.

LOIS: I'm a big girl; I can take care of myself.

SUPERMAN: I know that. That's why I fell in love with you. But I could never live with myself if you were hurt because of me.

LOIS looks at SUPERMAN. SUPERMAN looks hurt and conflicted.

SUPERMAN: That scream I heard... It was Amy Thomas...

LOIS: Amy Thomas! Oh my God! How... why...

SUPERMAN: John Corben...

LOIS: John Corben! We always knew he was crooked but never anything like this!

LOIS grabs her purse over off the living room couch and pulls out a notepad.

LOIS: I wonder if Perry knows! I should call it in...

SUPERMAN: They've arrested Corben. He says that there is no evidence against him.

LOIS: Of course he's saying that! He's a criminal!

LOIS is writing feverishly on her notepad. SUPERMAN sighs and walks out onto the balcony.

LOIS: This is great! Front page stuff!

LOIS looks up and sees that SUPERMAN is gone. She looks around confused.

INT. LOIS'S APARTMENT BALCONY

SUPERMAN stands at the balcony looking into the sky. LOIS walks up behind him. During the following SUPERMAN does look at LOIS.

LOIS: I'm sorry... I just got carried away.

SUPERMAN: Do you think I'm doing any good in this city?

LOIS: I think you're the best thing to ever happen to this city.

SUPERMAN: There was something that Corben said...

LOIS: That man is evil and manipulative. Whatever he said means nothing.

SUPERMAN: What if he is right? What if I'm actually hurting this city by trying to help it...

LOIS: It will take people a while to see it. Change always takes time.

SUPERMAN turns toward LOIS.

SUPERMAN: We have to keep our relationship a secret. I trust us. But I don't trust this city… I want to so badly… I want everyone to trust this city…

LOIS: One day they will. I know they will. Right now, people are just enjoying what you are, not what they can be.

SUPERMAN and LOIS stand there for a second in silence.

SUPERMAN: I want to tell you who I am. I really do. I just can't… right now…

LOIS: It's ok…

LOIS cracks a little smile.

LOIS: It's just getting annoying having to call you "Superman" all the time. It messes with your ego…

SUPERMAN smiles a little too.

SUPERMAN: You can call me Kal-El.

LOIS: Don't be ridiculous. You hate that name.

SUPERMAN laughs. They laugh together and end up holding each other. The laughter dies out and they stand there, rocking back and forth.

SUPERMAN: Lois, I will tell you. Don't worry.

LOIS: I love you. I just want to love all of you.

SUPERMAN: Believe me. You are loving all of me.

LOIS: Come on, let's go to bed.

LOIS takes his hand and sensually leads him toward the bedroom.

LOIS: Let's see how good your X-ray vision really is…

SUPERMAN smiles and they disappear into the bedroom.

EXT. THE DAILY PLANET

The Daily Planet building stands tall in the city of Metropolis. It is strong despite its weathered and worn appearance.

NEWS ANCHOR (VO): The story of Amy Thomas is one that has plagued the citizens of Metropolis for the last month.

INT. NEWSROOM

Close up on the TV screen. On the TV screen, NEWS ANCHOR is talking into the camera. In the corner of the screen, images of AMY THOMAS and JOHN CORBEN appear.

NEWS ANCHOR: The mysterious disappearance of 18 year old Metropolis University freshman, Amy Thomas, has baffled the police force and even Superman. But now Amy is back and pointing the finger at John Corben, the wealthy owner of The Corben Casino. Corben, just months ago, was arrested for drug trafficking and running the notorious Warehouse 14 Gang. In the famous trial, he was found innocent of all charges. Now Corben is back in jail and his court hearing is...

The camera zooms out to reveal that the TV is hanging from the ceiling of the Newsroom. The camera switches to LOIS. LOIS is blankly watching the TV. LOIS sighs. The camera switches to the elevator at the end of the Newsroom. A MESSENGER BOY is walking pass the elevator. CLARK bursts out of the elevator, running into the MESSENGER BOY. The stack of papers that the MESSENGER BOY was carrying spills on to the floor.

MESSENGER BOY: Hey! Watch where you're going!

CLARK: Sorry… I… um… my mistake…um…

The camera switches to the other end of the newsroom, LOIS watches CLARK fumble with the papers, trying to gather them back up. She laughs as he tries to pick up the papers while also apologizing to the MESSENGER BOY. JIMMY walks up behind LOIS.

JIMMY: CK having problems again?

LOIS: You betcha. He's late… again… Perry is going to kill him one of these days

JIMMY: Poor Clark. His life seems so busy. It's like he is trying to do everything at once.

LOIS: Yeah. Which is weird because Clark doesn't have a life.

LOIS and JIMMY laugh. The camera switches to PERRY's office. PERRY comes out in a huff.

PERRY: Kent! Get in here! Now!

The camera switches back to CLARK. His face fills with fear as he hears his name. He grabs his briefcase and walks solemnly toward PERRY's office.

INT. PERRY's OFFICE

CLARK comes in, his head lowered.

CLARK: I'm sorry I'm late chief. There was this fire…

PERRY: Shut up! This is the third time you've shown up late this week!

CLARK

I'm sorry chief…

PERRY: Sorry doesn't cut it in this business. News never waits for you to be late.

CLARK: It'll never happen again… I… assure you…

PERRY breaks his stern demeanor.

PERRY: What is going on Kent? For the past few months you've been missing your deadlines and showing up late. What is it? Family? Women?

CLARK: …Something like that…

PERRY: Look Kent, we've all been there but I can't keep cutting you slack. You have to pick yourself up.

CLARK: I know…

PERRY: You are a great reporter Kent. But there are a lot of other great reporters out there that would eat up your job in a second. I can only fight them off for so long.

CLARK: I'm sorry Chief. I'll do better.

PERRY: See that you do. Now the Apogee Space Shuttle launch is today and they are having a press conference before the launch. I'm sending you with Lois and Jimmy to go cover it. You better get going. They are waiting for you.

CLARK: Thank you chief. I really appreciate it and I won't let you down. You can…

PERRY: Just get out.

CLARK: Yes, yes. Of course. Right away Chief.

CLARK exits PERRY's office. PERRY watches CLARK leave.

PERRY: Damn. That boy needs to get himself a woman.

INT. NEWSROOM

CLARK comes out of PERRY's office. The camera shows CLARK's POV. The whole newsroom is looking at him. There is a silence then everyone goes back to work. LOIS and JIMMY walk up cautiously.

CLARK: Did you hear everything?

JIMMY: Just the parts when he was yelling.

LOIS: Don't worry about it Clark. It has happened to all of us. Even me.

CLARK: Yeah… I guess so.

LOIS: Now, come on, we have to get going to that press conference. We wouldn't want to miss the chance to gawk at a space ship.

JIMMY: Yeah!

They start to gather their things. Close up on CLARK. CLARK glances up at the TV that LOIS was watching earlier. Close up on the TV screen. Theresa Yung stands in front of the camera with a microphone. Behind her a group of men and women in dark red robes with red and yellow serpent-in-diamond symbols on their chests stand around praying and chanting.

THERESA: I'm here right now, at the Metropolis police station, where John Corben awaits his trial. As you can see behind me, the fanatical religious group called The Sons of Krypton has gathered around the police station. I have here with me their reverend and leader, William Matthews.

The camera angle widens out and WILLIAM MATTHEWS is revealed standing next to THERESA. He is also wearing a serpent-in-diamond robe.

THERESA: Reverend Matthews, what brings you and your followers to the police station?

MATTHEWS: We have come to do the wishes of our Lord and savior, Superman. John Corben must see justice. And the Sons of Krypton will see that the Kryptonian ways are upheld.

THERESA: You and your followers have been creating quite a stir in the media. Your demonstrations have created riots and police interventions. Some have even become violent with threats of suicide bombs and assassinations.

MATTHEWS: The Sons of Krypton follow the example set by Superman. We do only as he asks. Krypton will survive!

The camera zooms back out to the newsroom. CLARK is still watching the TV intently. LOIS walks back over to him.

LOIS: Come on, we have to get going...

LOIS notices the TV.

LOIS: Oh God, not them again.

JIMMY comes over.

JIMMY: What? Oh! That creepy Superman cult.

LOIS: I hate these guys.

JIMMY: I wonder what Superman think of them.

LOIS and CLARK: He hates them.

LOIS and CLARK share a glance.

JIMMY: I think it would be cool. You could like make them do whatever you want. They could be like your slaves or something.

CLARK: I don't think Superman is someone that would want slaves, Jimmy.

JIMMY: Yeah? I would. It would be awesome.

CLARK: "Awesome?" You think this is "awesome?" These people don't understand what Superman stands for at all.

LOIS: It's not like Superman told them to do this.

CLARK: No, but it's because of Superman that they are doing it. Which is just as bad.

LOIS: The Earth has had religious problems forever. With or without Superman, they would be doing that exact same thing.

CLARK: I guess so...

PERRY suddenly bursts out of his office.

PERRY: What are you guys still doing here? Kent! I thought I told you...

LOIS: Perry... sorry it was my fault. You know how girls are when they have to go out.

PERRY looks at LOIS considering her excuse.

PERRY: Yeah, yeah. Just get going!

PERRY goes back into his office and slams the door. LOIS, CLARK, and JIMMY start toward the elevator. CLARK stops LOIS.

CLARK: Hey, thanks for saving me back there...

LOIS: No problem, Smallville.

CLARK: Hey Lois...

LOIS: Yeah?

CLARK thinks about what he wants to say and then shrugs his shoulders.

CLARK: Ah, nothing.

EXT. SHUTTLE LAUNCH SITE

The Apogee space shuttle stands in the morning sunlight.

LEX (VO): The human race has always looked to the stars and wondered if there was more. Dreaming beyond our planet. Beyond our Moon.

INT. NASA PRESS CONFERENCE

LEX stands at a podium addressing the room full of reporters and camera. Behind him is a large projector screen. On the screen is a mix of the NASA and Lexcorp symbol. Lex seems to be more put together than when we last saw him, but he is tired and although it is subtle, it shows.

LEX: Now, we finally have the chance to do what the human race has dreamed of since we first looked up. The Apogee space shuttle will finally make our dreams come true!

There is thunderous applause. The projection switches to photos and graphics of the Apogee space shuttle.

LEX: The word Apogee means "far from Earth." And that is what this mission is about. Not just to establish the first colony on the Moon but to enable us to travel farther from Earth than has ever been possible before!

There is more thunderous applause. The camera switches to CLARK and LOIS. They stand in the middle of the room watching. They are both watching LEX with distrust and suspicions. During the following LEX continues to talk but it is unclear what he is saying.

LOIS: Look at these people. They're eating up every word. Every word from that egotistical, two-faced, criminal. After everything he's done, I still can't believe he hasn't been thrown in jail.

CLARK: I know. But even Superman couldn't convince the courts of his involvement in last year's disaster.

LOIS: We know his guilt and that's all I need to know to condemn him for the rest of his miserable little life.

CLARK: Miserable, yes. But nothing with Lex is ever "little"

LOIS: You'd be surprised...

CLARK and LOIS exchange looks and smile. The camera switches back to LEX. REPORTER #1 is asking him a question.

REPORTER #1: What about the danger of radiation and solar flares?

LEX: Excellent question! We have designed the building structures with an enhanced lead material which will block all harmful radiation.

The room bursts into questions. LEX picks out LOIS.

LEX: Miss Lane. How nice of you to grace our presence.

LOIS: I would like to know why Lexcorp suddenly became so interested in the conquest for the Moon.

LEX: Lexcorp has always sought to advance the human race's knowledge of the universe.

LOIS: But why did you so suddenly decide to fully fund this adventure and are now shooting three people to the Moon in record time.

LEX: The universe doesn't wait for us, we had to act quickly.

LOIS: Yes, but…

LEX: Sorry, no more questions. I think it's about time you meet the brave astronauts who will be sending us into a new era of space exploration.

MILTON FINE, HANK HENSHAW, and TERRI HENSHAW enter on the stage with LEX. They all wave as their names are called.

LEX: Milton Fine, our shuttle pilot. Hank Henshaw, our EVA specialist. And his beautiful wife Terri, our commander. This is your Apogee space shuttle crew!

There is thunderous applause. The room, once again, bursts into questions. LEX picks out REPORTER #2

REPORTER #2: Due to the dangerous nature of this mission you all had to volunteer to be considered. What was it that made you want to be on this mission?

TERRI: I have always wanted to visit the Moon. It has been a dream since I was a little girl. And as Mr. Luthor said, this mission is about fulfilling dreams.

HANK steps forward.

HANK: For me? It was to make sure Terri here doesn't fall in love with any aliens out there!

Laughter breaks out in the room. MILTON steps forward.

MILTON: For me, I volunteered because of Superman. For a year now, Superman has shown the world what a single man can do.

The camera switches to CLARK. Close up on CLARK. CLARK watches MILTON with admiration and appreciation.

MILTON: And it made me realize how much any man can do.

There is a silence in the room. Then applause bursts out.

LEX: Yes… We all owe a great deal to Superman. Ok, thank you for your time but these astronauts have a plane to catch. The next time we'll see them is when they broadcast live from the Moon!

The room fills with applause as everyone starts to leave. Close up on CLARK and LOIS. LOIS looks upset but CLARK looks ecstatic.

CLARK: That Milton Fine was really something, wasn't he?

LOIS: Lex is hiding something. I can feel it. And I'm going to find it.

INT. NEWSROOM

LOIS sits at her desk staring at her computer screen. She looks frustrated. JIMMY comes up behind her.

JIMMY: Hey Lois, whattcha doing?

LOIS: Trying to prove that Lex Luthor is as evil as I know he is.

JIMMY: Good luck. Superman's been trying to do that for a year and still can't.

LOIS: Yeah, well Superman is no reporter!

CLARK walks up to LOIS and JIMMY

CLARK: Hey guys!

LOIS: Hey Clark.

JIMMY: Lois is trying to catch Luthor in the act.

CLARK: Really? Any leads?

LOIS: No. I know there is something off about the Apogee mission but I can't quite figure it out. I did though, stumble onto some legal papers regarding a certain John Corben.

CLARK: John Corben?

LOIS: In sifting through Lexcorp's expenses I found this expense made out for John Corben's legal advisors.

CLARK: Lex Luthor is paying John Corben's lawyers?

LOIS: Yup!

JIMMY: Why would Lex want to help scum like John Corben?

CLARK: I don't know…

LOIS: It's probably sketchy but sadly has nothing to do with the Apogee.

CLARK: Why don't you take a break? We were going to go down to Bibbo's for lunch. Come and join us.

LOIS: Um… No, I think I'm on to something here…

JIMMY: Oh, come on!

CLARK: Please Lois. I'd really like it if you came…

LOIS gives CLARK a strange look.

LOIS: Um… ok…

JIMMY: Yeah! Come on!

CLARK: Thanks Lois.

LOIS gives CLARK a calculating look.

LOIS: No… problem Clark.

CLARK: Now come on! Bibbo will be so glad to see us.

EXT. BIBBO's BAR

Bibbo's Bar sits on the edge of the waterfront in Metropolis. It is a broken down old building but it has a lot of character.

INT. BIBBO'S BAR

CLARK, LOIS, and JIMMY sit at a small table in Bibbo's Bar.

LOIS: I don't know. But Lex doesn't do anything just for the good of mankind.

JIMMY: You never know though. What if he kind of… I don't know… changed his mind?

LOIS: Impossible. Lex is too arrogant to admit he is wrong.

CLARK: I do admire you, Jimmy, for trying to see the good in all people. And I would love to agree with you, but Lois is right. Lex can never be trusted.

LOIS: Thanks Clark.

CLARK: Well, you're always right.

LOIS: Not always.

CLARK: Yeah, but it is my duty to say you are right.

CLARK smiles jokingly. LOIS looks at CLARK strangely.

LOIS: Clark, look, I...

BIBBO lumbers up to the table. [BIBBO is a large man with a kind face. He is a little slow but has a heart of gold.]

BIBBO: Hey yous guys! Got any good news fer me?

LOIS: Ah, Bibbo!

LOIS gets up and gives BIBBO a big hug.

LOIS: You get to see us! I would say that's pretty good news.

BIBBO: Oh! Yous guys are my fav'rits!

CLARK: You're our favorite too, Bibbo.

CLARK gets up and hugs BIBBO.

BIBBO: Clark, don't make ma blush!

BIBBO notices JIMMY.

BIBBO: Hey there! Who's that young man?

JIMMY: Hey Bibbo.

BIBBO: Ah, don't gimme that teenager crap! Give ole Bibbo a hug!

JIMMY, somewhat embarrassed, gives BIBBO a hug.

BIBBO: Uh, oh. Look's like I made you blush!

BIBBO lets out a deep, warm laugh.

BIBBO: Oh! Hey! Did ya guys hear 'bout Corben? Do ya think he's really goin' down dis time?

LOIS: We hope so.

BIBBO: Ya know, I almost had 'im fer the W-14 Gang stuff! Anybody that lives down here knew that John Corben was the leader of the W-14 Gang. There ain't much that goes on down at the docks that I don't know 'bout. And I know's that he was smuggling those drugs on those ships! I even spoked at his trial. But no one believes ole Bibbo.

LOIS: We believed you.

BIBBO: No one else did. But now Corben's going down fer hurtin' that Amy girl. And dis time, Soop'man is gonna make sure he stays in jail!

CLARK: We hope so...

BIBBO: Oh! Speakin' of... Look what I got!

BIBBO unbuttons his greasy shirt, revealing a blue shirt with the SUPERMAN emblem on it.

BIBBO: They's was sellin' it outside.

CLARK: Oh, Bibbo, don't tell me you're buying into all this Superman hype?

BIBBO: Nah! Soop'man is ma fav'rit! He knocked out these bums that was tryin' ta break inta ma cash drawer. I told him that if he needed any help, I'd be there ta help him!

Close up on CLARK. CLARK nods, knowingly.

LOIS: Do you think you could help me, Bibbo?

BIBBO: Fer you? I'd do anything!

LOIS: Can you keep a look out for any Lexcorp things that look suspicious?

BIBBO: Tryin' ta take down Mr. L?

LOIS: Trying.

BIBBO: Don't ya worry! I'll keep ma eyes open. Now, you look like the hungriest people I's seen all day. You guys gonna get yer u'shal?

CLARK: We are creatures of habit.

BIBBO: Ok! Lemme see...

BIBBO hunkers down and searches his memory.

BIBBO: Dats a turkey club fer the purddy lady.

LOIS: You got it!

BIBBO: A cheeseburg', medium well, wiff extra ketchup, onions, and pickles fer Four-Eyes here!

CLARK: Four-Eyes?!

BIBBO lets out a little giggle.

BIBBO: And chicken fingers, cheese fries, and...um... and... A cherry soda!

JIMMY: You got it Big Guy!

BIBBO: Comin' right up!

BIBBO walks away hurriedly. During the following, JIMMY is looking off toward something.

CLARK: That's what I was talking about! Someone who actually understands what Superman is all about!

LOIS: Bibbo is a great guy.

JIMMY: Hey you guys! Look! Apogee is about to take off!

CLARK and LOIS turn around and look at a TV that is mounted over the bar. Close up on the screen. The TV screen is showing the launch site for the Apogee space shuttle.

EXT. APOGEE LAUNCH SITE

The space shuttle is starting to vibrate and coolant is billowing around it. An announcer is doing a countdown.

ANNOUNCER: 5, 4, 3, 2, 1!

The space shuttle's rockets send a huge cloud of smoke and fire across the launch pad. The ship starts to rocket up toward the sky.

ANNOUNCER: And we have lift-off! The Apogee Space Shuttle is on its way to the Moon to establish the first lunar colony. History will never forget this!

The space shuttle is now rocketing higher into the sky. Suddenly a burst of flames shoots out of one of the rockets.

ANNOUNCER: Oh my God… Something has gone wrong… Oh my God…

The space shuttle starts to dip down unsteadily.

EXT. OBSERVATION AREA

The crowd that was watching the launch, burst into a panicked scream.

INT. BIBBO'S BAR

LOIS and JIMMY sit looking at the TV. LOIS looks around. CLARK has vanished.

LOIS: What happened to Clark?

JIMMY: He must have gone to phone it in…

EXT. SKY

The Apogee space shuttle lurches forward, heading toward its eminent destruction.

INT. APOGEE COCKPIT

MILTON, HANK, and TERRI frantically are pushing buttons, trying to regain control.

HANK: It's no use! We've lost the secondary booster, I can't get us back!

MILTON: Avert all power to the primary booster!

TERRI: We are still veering off course!

MILTON: Oh my God… oh my God… If we don't realigned we'll never make it through the atmosphere…

TERRI: Hank!

HANK: I'm here!

TERRI: I love you!

HANK: I love you too!

MILTON: It has been a pleasure working with you both.

EXT. SKY

SUPERMAN races along the tower of smoke, created by the shuttle's rockets.

EXT. APOGEE SPACE SHUTTLE

SUPERMAN flies up to the damaged rocket and grabs a hold of the shuttle. He strains every muscle in his body trying to level it out. The space shuttle starts to straighten out.

INT. APOGEE COCKPIT

HANK: What happened? Did we get the booster back?

TERRI: No… it's still offline…

HANK: Then how…

EXT. APOGEE SPACE SHUTTLE

SUPERMAN strains to keep the shuttle straight. Suddenly the damaged rocket explodes, throwing SUPERMAN through the air.

EXT. SKY

SUPERMAN plummets toward the Earth. He tries to straighten himself out. He finally is able to get his feet underneath him just as he hits the ground…

EXT. LAUNCH SITE

SUPERMAN creates a small crater as he hits the pavement of the launch site. SUPERMAN's POV as he looks up. The space shuttle is lurking further forward.

SUPERMAN: Damn it.

EXT. OBSERVATION AREA

A woman's hands pushes the crowd aside and reveals LANA LANG. She is trying to get a look at SUPERMAN. He is far away but LANA can see his brightly colored costume. She looks on in awe as SUPERMAN jumps back up into the air, flying at an incredible speed.

EXT. APOGEE SPACE SHUTTLE

SUPERMAN, once again, grabs a hold of the space shuttle. With all of his might he lifts up and levels out the space shuttle.

EXT. OUTER SPACE

The shuttle breaks through the atmosphere and races pass the camera.

EXT. APOGEE SPACE SHUTTLE

The boosters are ejected. SUPERMAN flies up to the cockpit.

INT. APOGEE COCKPIT

MILTON, HANK, and TERRI sit strapped in, stupefied.

HANK: How are we alive?

MILTON: I don't…

POV through the cockpit window. SUPERMAN flies up and gives them a wave. They wave back, dumbfounded. SUPERMAN flies back toward Earth.

HANK: I should have known…

MILTON: What a great man…

TERRI: Yeah...

HANK looks over at TERRI and smiles.

HANK: Hey, what did I say about falling in love with aliens?

The cockpit burst into laughter.

EXT. LEXCORP BUILDING

The Lexcorp building looms over Metropolis.

INT. COMPUTER ROOM

MERCY sits in a large computer room. There are huge computer screens mounted on the walls. The computer screens are showing news footage of SUPERMAN saving the Apogee space shuttle, putting out a fire, stopping a robbery, etc. MERCY is impatient and frustrated. LEX bursts in the door, dirty and disheveled.

LEX: Alright, what it is? What do you want!

MERCY: I have compiled all of the news footage of Superman, as you requested.

LEX: Well? Did you find anything?

MERCY: Nothing to do with Superman but…

LEX: I have no time for this! Get back to me when you actually have something!

MERCY: No, Lex. Look. I didn't find anything to do with Superman but I did find this…

MERCY pushes a button and the computer screens switch to pictures of LANA LANG. She is in the middle of big crowds.

MERCY: She is in almost every crowd that gathers around Superman sightings. She started showing up about three or four months ago. We don't know who she is yet, but there has to be a connection.

LEX: Yes… Perhaps she is a friend or family. Maybe even a lover… Perfect… Thank you Mercy, I knew I could count on you.

LEX gives her a little kiss on the cheek.

MERCY: No problem Lex… You know, I was thinking… we haven't had time to ourselves in a while… maybe we could arrange a private meeting…

LEX gives her a calculating stare.

LEX: I am far too busy for that.

MERCY: But Lex…

Sirens and flashing lights start to go off around the room.

LEX: Ah… looks like we have company.

Crashing and breaking noises are heard around the building.

LEX: Get out.

MERCY: Lex, I…

LEX: GET OUT!

MERCY leaves the room. The crashing noise still rumbles throughout the building. LEX takes out a ring from his pocket. The shard of the Kryptonite from before is now filed down and set into the ring. LEX smiles devilishly. Suddenly SUPERMAN crashes through the ceiling. He floats in the air looking down at LEX. LEX smirks.

LEX: Must you make such a grand entrance? I lose more ceilings that way.

SUPERMAN stares him down.

LEX: Do you like the alarms?

LEX pushes a switch on the wall and the sirens go off.

LEX: I thought it would be nice to know when you decide to make these "surprise" visits. You know how easily detectable your Kryptonian DNA is?

SUPERMAN: Shut up!

LEX: Ah, yes. Such an intelligent response.

SUPERMAN: I just came from saving the lives of three of the bravest astronauts I've ever known.

LEX: It was much appreciated.

SUPERMAN: What was it Luthor? Were you afraid someone would beat you to the Moon? Is that why you rushed the Apogee program and risked their lives?

LEX: Hey, everyone is ok. Luckily we had the all-powerful Superman, the Man of Steel, to fly into the sky and save them.

SUPERMAN: I am not a rescue team. Next time you want to do something dangerous, don't count on me to be there to save you.

LEX: Not everyone in Metropolis needs you to save them.

SUPERMAN: Obviously you did.

SUPERMAN flies down and lands on the ground. He is still a great enough distance away from LEX to not be effected by the Kryptonite.

SUPERMAN: Tell me Luthor, why exactly did you have the urge to go to the Moon?

LEX: It is a great scientific…

SUPERMAN: Don't give me that publicity crap!

SUPERMAN starts to walk closer to LEX.

SUPERMAN: Tell me… the… truth…

As SUPERMAN gets closer to LEX he starts to stumble.

LEX: Is something wrong Superman?

SUPERMAN falls to his knees.

SUPERMAN: What… are you… doing to me…

LEX: Does it look like I'm doing something? I'm just standing here.

SUPERMAN starts to crawl up LEX, pulling himself up on his clothes.

SUPERMAN: Luthor… I'll kill… you…

LEX: Oh, my dear boy. I do believe it is the other way around. But luckily for you, not right now.

LEX picks him up and starts dragging him to the door.

LEX: Now get out of here, before you make a mess of my floor.

The door to the Computer Room opens and LEX picks up Superman and throws him out. SUPERMAN writhes on the floor. The doors shut and LEX walks back toward the computers. The BRAINIAC symbol appears along all the screens.

BRAINIAC: That was a useless course of action.

LEX: I had to test it.

BRAINIAC: That is illogical. Testing is not required.

LEX: I needed to make sure that it will…

BRAINIAC: "Making sure" is unnecessary. Kryptonite will kill Superman. There is no margin of error. Therefore, testing is not required.

LEX: Maybe so, but it felt so good.

BRAINIAC: Human feelings are not required in this situation.

LEX: I know that your intelligence far surpasses any human being on this planet, but us humans sometimes need to make it clear who is in control. For a year, Superman has forgotten his place in this city. He needed to be reminded. You are not human. You couldn't possibly understand.

BRAINIAC: You are correct Alexander Luthor. There are aspects of human nature that do not compute: love, hate, anger.

LEX: We need those things to understand why we do what we do. What motivates your actions?

BRAINIAC: Knowledge.

EXT. STAR LABS

Star Labs building complex is a large sleek building that is brightly lit and has an advanced look to it. It stands like a beacon in Metropolis. It thirsts for knowledge and science but never for power.

INT. STAR LABS

PROFESSOR EMIL HAMILTON stands with SUPERMAN, looking at a computer screen. On the screen is an image of SUPERMAN but in a different spectrum. In the image, SUPERMAN's body is glowing but with a strange green light emanating from it.

SUPERMAN: What is it?

HAMILTON: I don't know Superman. Some form of radiation sickness perhaps?

SUPERMAN: The effects felt very much like the Kryptonian sun generator that Luthor forced you to make during the Eradicator incident. But ten times stronger. It wasn't just draining my powers, it was doing something else. And I still feel a little weak from it. I almost immediately felt better when I was removed from the red Sun rays.

HAMILTON: Yes, that would make sense. Whatever this is, it is emitting very high Kryptonian solar radiation.

SUPERMAN: So Luthor has found a way to make his own generator?

HAMILTON: No… it is a natural element. Not a created spectrum. The radiation is focused, manipulated, fused.

SUPERMAN: What do you think it is?

HAMILTON: I have a hypothesis. You said that in the year leading up to Krypton's destruction, there was an epidemic of radiation poisoning?

SUPERMAN: Yes, that is what the planetary history recorded it as.

HAMILTON: Right. Now, Krypton's demise was brought about by pressures building in the planet's core creating a chain reaction that tore the planet apart.

SUPERMAN: Right.

HAMILTON: What I believe happened was that this chain reaction in the planet's core fused the native elements of Krypton together and created this new element. Apparently, the radiation is deadly to Kryptonians. It plagued your planet. And now it has returned to plague you.

SUPERMAN: But how? How did Luthor get a hold of it?

HAMILTON: That, my friend, is a mystery I can't solve. With the estimated distance between Earth and where Krypton used to be, it would be highly unlikely that this element could float through space and end up here. There is some good news though. It seems that, even with Krypton's advanced world, radiation can still be blocked by element atomic number 82.

SUPERMAN: Lead.

HAMILTON: It would seem then that lead, one of your weaknesses, is now one of your strengths.

SUPERMAN: Thank you, Professor.

HAMILTON: No. Thank you, Superman. Without your reference, I would never have received this position at Star Labs. It's given me the chance to fully treat my wife.

SUPERMAN: How is she?

HAMILTON: A full recovery is expected within the year!

SUPERMAN and HAMILTON share a smile.

EXT. KENT FARM

The Kent Farm is quaint and quiet in the Kansas night.

INT. KENT FARM HOUSE

JONATHAN, MARTHA, and CLARK sit at the dinner table eating.

JONATHAN: And you're saying it was worse than that… uh… solar ray thing?

CLARK: Much worse. It wasn't just my powers being sucked out of me. I felt like my life was being sucked out of me.

MARTHA: Lex must have gotten it from somewhere.

CLARK: Yeah, but where? Who would have access to a mineral from a destroyed planet, light-years away from Earth?

JONATHAN: It might be a good idea to stay away from Lex Luthor for a while.

CLARK: That's the bad part. I can't. Luthor has something going on. I don't know what it is but it's something big. Even Lois is trying to figure it out.

MARTHA gets a prying smile on her face.

MARTHA: Speaking of Lois… how are things going between you two?

CLARK: Complicated…

MARTHA: Complicated? How so?

CLARK: I still haven't told her that I'm Clark Kent.

JONATHAN: It is your SECRET identity.

CLARK: It is so hard to be Clark Kent around her. I just want to hug her and kiss her and be the person she knows and loves. Not the bumbling fool I have to play around her. Sometimes I even slip. I'm too personal, too intimate. It is so hard to be in love and have to keep pretending that I have no feelings for her.

MARTHA: Clark, love is a complicated thing.

CLARK: I know. But I never knew it was this complicated.

JONATHAN: We all have parts of ourselves that we hide from a woman when we meet her. When I met your mother I pretended to be interested in poetry.

JONATHAN laughs.

MARTHA: Hey!

JONATHAN: Gosh, I remember you kept talking about that Yeats fella. I had no idea what she was talking about but kept smiling and listening. And it got me a date. But when you fall in love with someone. When you really fall in love with someone. All that goes away. And if you truly love her and she truly loves you, being Clark Kent won't matter to her.

CLARK: I want to tell her. I want to tell her so bad. But I'm afraid that by finding out who I am, she will find out how much I've had to lie to her. How can we start a relationship on lies?

MARTHA: Superman isn't lying. Superman is protecting the ones he loves. That is what Superman is all about.

CLARK: I just wish it were simpler.

MARTHA: Nothing's simple. Especially for Superman.

CLARK gets up from the table and walks over to the window. CLARK's POV as he look up into the sky. The Moon lights the night.

CLARK: The Moon is simple. No life. No air. No purpose. It is just there. The perfect escape.

MARTHA: What about that Fortress thing? You used to go to that all the time.

CLARK: I know. But it just started to get depressing. I could feel their presence but I knew Jor-El and Lara weren't really there. At first I would talk to them or... to myself... you know, just to get my thoughts out. But after a while, I just... I needed someone to respond... and no one did.

JONATHAN: Son, you know we're always here for you.

CLARK: I know Pa.

They sit in a content silence for a little bit.

JONATHAN: Clark, if you're so confused why don't you go to the moon? Take that escape. Clear your head.

CLARK: I would. But right now, it's a little crowded up there.

EXT. THE MOON

The Moon is silent in space. The camera begins to zoom in on the Moon. On the north pole of the Moon is a small building structure. It is not completely finished but there are some finished structures.

EXT. MOON BASE

Right outside of the Moon base, HANK is in a space suit, walking toward the base. He comes up to the outer latch. He presses a button on the hatch and it opens up.

INT. OUTER HATCH

HANK enters the outer hatch. The room is lit with a red light. The hatch to the outside slams shut. The red light flashes a few times then turns green. HANK takes off his helmet and breathes in. He coughs.

HANK: God… processed air always tastes so gross.

HANK pushes a button on the wall and the inner hatch opens up. HANK walks through the inner hatch.

INT. MOON BASE

HANK walks into the Moon base. The inside is lit brightly and has a white glow to it. Some of it is still unfinished. TERRI is working on a tangle of wires coming from an open panel on the wall. MILTON is underneath a computer consul, tools strung out everywhere. HANK walks up behind TERRI and kisses her on the neck.

HANK: Hey beautiful. How about you and I have a romantic date under an Earth lit sky?

TERRI: Ha, ha. That jokes just never gets old, does it.

MILTON laughs under the computer consul. During the following, MILTON's voice is slightly muffled.

MILTON: I think it's pretty good.

TERRI: You would. You laugh at everything.

MILTON: True!

HANK: So, how is everything going in here?

TERRI: Good, I've almost got the artificial gravity working in the south wing.

HANK: I've got the east wing of the main building completely patched up outside. I hope that new lead material is as miraculous as Lex Luthor says it is.

MILTON: I'm sure Lex is reliable. He wouldn't send us up here if he knew we were at risk.

MILTON slides out from underneath the computer consul.

MILTON: There, the computer systems are fully functional.

TERRI: What was wrong with them?

MILTON: I don't know. There was some strange code, written into the system. I'd never seen anything like it. I think it was some kind of malfunction.

HANK: Good, all we need is a malfunction up here. We had enough in the launch.

TERRI: You think this is bad? Wait until Excalibur.

MILTON: Oh, yeah. You two are scheduled for the first manned journey beyond the Moon.

HANK: Yup, and I can't wait to get off of this rock.

MILTON: I like it up here, actually. No cities. No noise. No crazy taxi cab drivers.

HANK and TERRI laugh.

MILTON: It is so peaceful.

They all stand there for a second, reflecting.

HANK: Speaking of peaceful, let's get to bed.

TERRI: Here, here. I don't know what it is about the Moon, but I sleep like a baby.

MILTON: Me too. I kind of thought it was because I've always associated sleeping with the nighttime and therefore with the Moon. And now we're on the Moon. The whole world down there is sleeping soundly in our light.

HANK: It's weird when you think about how alone we are up here. But how many people are staring up at us right now…

TERRI: Their lives, their problems... seem like nothing from up here.

INT. COURTROOM

AMY sits at the stand. She looks scared and jittery. Her bruises and cuts have healed up but there are still scars left behind. The D.A. is talking to her.

D.A.: And then what happened?

AMY hesitates and her eyes shift around nervously.

AMY: Then... then... there was a knock at my apartment door. I answered it and there was a man standing there with flowers...

D.A.: Can you point that man out in this courtroom?

AMY looks at the D.A. and her eyes dart over to the JUDGE. The JUDGE looks at her softly.

JUDGE: Go ahead. Do you see the man in this courtroom?

AMY looks over the courtroom. POV of AMY. AMY looks across the courtroom and stops on CORBEN. CORBEN is sitting at the defendants table, smirking. Close up on AMY. AMY's face fills with fear as CORBEN's eyes stare at her. AMY points at CORBEN.

AMY: There... that was him... J... John Corben...

The D.A. nods.

D.A.: Amy, I know this is hard, but then what happened?

AMY takes a long hard breath.

AMY: He said that I was b... beaut...iful... And that he wanted to p... pla... play a game. The last thing I remember was cloth being pulled over my face. It smelled funny and... I... I...

D.A.: That's ok. That's ok. Where did Mr. Corben bring you?

AMY: I... I wasn't really sure... It was a small room with a little light hanging from the ceiling... He told me it's how he smuggled his drugs in...

CORBEN's LAWYER stands up.

LAWYER: Objection! Mr. Corben was found innocent of all charges of drug trafficking. Double jeopardy is in effect.

The JUDGE nods.

JUDGE: Sustained. The jury will disregard that last statement.

D.A.: Sorry your honor. My client did not mean to accuse Mr. Corben of drug trafficking.

JUDGE: Continue, counselor.

The D.A. nods and walks back up to AMY.

D.A.: What happened in this room, Amy?

AMY's eyes dart back and forth and she wrings her hands.

AMY: Sometimes, I would just sit in their alone all day. But then, some days, the door would open up and he would come in... He always brought me flowers... and told me I was beau... beautiful... and then he would... he would... he... he...

AMY breaks down into tears.

D.A.: The prosecution rests.

The D.A. walks back to the prosecution table. The camera switches back to the defendant table. The LAWYER looks up at AMY and smiles. Standing up, the LAWYER walks up to AMY.

LAWYER: That is quite a sad story Miss Thomas.

AMY looks up through her tears at the LAWYER.

LAWYER: You were in drama club in high school, were you not?

AMY looks strangely at the LAWYER and nods her head "Yes."

LAWYER: So, you're pretty good at acting?

AMY: I... I guess...

LAWYER: So you love putting on shows, huh?

AMY: Um... I...

LAWYER: Even in a courtroom?

The D.A. stands up.

D.A.: I object! What exactly are you implying!

The JUDGE looks down at the LAWYER.

JUDGE: Get to the point counselor.

The LAWYER smiles and heads back to his table.

LAWYER: My point is this...

The LAWYER pulls out a stack of papers from the defendants table. The LAWYER looks at AMY.

LAWYER: You are username Amygirl128, right?

AMY: Yes...

The LAWYER turns to the Jury.

LAWYER: These are the Instant Messages sent between Amy Thomas and my client, John Corben.

AMY: What...

The LAWYER turns back to AMY.

LAWYER: Is it not true that before being "captured" by Mr. Corben, you engaged in multiple IM conversations with him?

AMY: No...

LAWYER: Detailing how you enjoy, and I quote, "rough play."

AMY: No, I didn't...

LAWYER: That you even suggested being locked up and beaten?

AMY: He took me...

LAWYER: That you said that my client, John Corben, should, and I'm quoting here again, "...kidnap me and make me your slave."

The D.A. stands up.

D.A.: Objection! My client never had these alleged conversations!

The LAWYER walks over to a table of evidence. He picks up a laptop.

LAWYER: Exhibit C7. It is all right here. In her laptop. Her Instant Messages, her plan to fool Metropolis into thinking she was a victim, her undying love for John Corben.

The courtroom has burst into a roar.

JUDGE: Order! Order! We will have order in this courtroom!

AMY stands up, shouting over the roar of the courtroom

AMY: It's not true! It's not true! I never...

LAWYER: No! The truth is that you have been playing us since this whole thing began!

D.A.: Those Instant Messages could have been altered!

LAWYER: The tech boys have looks it over completely. Her account was not hacked or altered. It was password locked and only she could have access to it. Everything is logged. Everything is there!

AMY: No!

LAWYER: Let me ask you a question, Miss. Thomas. How did you escape this terrible dungeon of yours?

AMY: I... I... One day... the door... it just opened... and I got out...

LAWYER: It just opened?

AMY: Yeah... it...

LAWYER: Just like that.

AMY: Yeah...

LAWYER: That's the truth?

AMY: Uh huh...

LAWYER: The truth is, anything that happened between you and my client was completely consensual. You asked for it and he gave it to you.

AMY: No... he... he...

AMY looks at the D.A. The D.A. looks at AMY, disappointed.

AMY: No, please listen to me... I didn't...

LAWYER: No, further questions.

AMY: No...

JUDGE: You may step down now.

AMY: No... it's not true...

JUDGE: You are done. You may step down now.

AMY gets up off the chair. And walks slowly back to her table. She looks around the courtroom, lost.

INT. NEWSROOM

Close up on LOIS's computer screen. The word processor page is blank. The cursor blinks on and off. The camera pans out to reveal LOIS staring at her computer. The camera focuses passed her and reveals CLARK in the background at his desk. CLARK is looking over at LOIS, confused and conflicted. LOIS sighs and stretches in the chair. She stands up and looks around.

LOIS: I'm going to get a smoke. I'll be right back.

LOIS grabs a box of cigarettes from her desk and heads for the elevator. The camera switches to CLARK. CLARK watches as she leaves. PERRY comes up to CLARK.

PERRY: Shouldn't you be working?

CLARK is startled by PERRY and spins around and starts typing on his computer. PERRY laughs.

PERRY: Ah, don't worry about it. We all have to space out sometimes.

CLARK: Yeah… sorry...

PERRY: Any news on the Corben case?

CLARK: Nothing new so far. The jury still hasn't reached a verdict.

PERRY: Oh…

CLARK glances back over toward the elevator.

PERRY: She's gone to the roof.

CLARK: What?

PERRY: That's where Lois goes when she smokes.

CLARK: Right.

PERRY: Maybe you should go join her.

CLARK: Oh, I don't smoke.

PERRY: I didn't mean that. Maybe you should go talk to her.

CLARK: What do you mean?

PERRY: Clark, I've been in the news business since I was a teenager. I have always prided myself on being able to read people. It always helped me when I was a reporter and it still helps me now that I'm an editor. And Clark, I can read you like you were in the classified's.

CLARK: What?

PERRY: I see the way you look at her. Why don't you go tell her how you feel Clark?

CLARK: I would… but, well…

PERRY: Well nothing. I've seen you run into a war zone to get an interview. Now you march right up there and you tell her what's on your mind.

CLARK: Chief, but…

PERRY: Ah! Go. Go!

CLARK hesitantly gets up and goes toward the elevator. He hesitates and looks back at PERRY. PERRY waves his hand toward the elevator. CLARK pushes the elevator button.

INT. COURTROOM

The Courtroom has gone silent in anticipation. The JUDGE sits high above the courtroom looking down at the jury. The FOREMAN stands up.

JUDGE: Have you reached a verdict?

FOREMAN: We have your Honor.

JUDGE: How do you find the defendant?

FOREMEN: We, the Jury, find John Corben… innocent of all charges...

The camera switches to an audience member in the courtroom. The audience member is WILLIAM MATTHEWS. MATTHEWS turns his head and nods. A woman behind him nods back. Then they, along with two other people throughout the courtroom, stand up.

EXT. DAILY PLANET ROOFTOP

LOIS stands on the roof looking out over Metropolis. She is smoking. The camera pans over to reveal CLARK coming out of the roof access door. LOIS doesn't notice him. CLARK stands there for a second, not knowing what to say.

CLARK: You know… you really shouldn't smoke…

LOIS turns around.

LOIS: Oh! Hey Clark. What brings you up here?

CLARK: Um… well… I… um… wanted to get some fresh air.

LOIS: Oh… Me too.

LOIS looks down at her cigarette.

LOIS: Kind of...

CLARK walks up next to her and looks out over the city.

CLARK: The city's beautiful, isn't it?

LOIS: It sure is. When it's not bombed, robbed, or under world domination.

CLARK: Right…

CLARK takes a long breath.

CLARK: Lois…

LOIS: What?

CLARK: I wanted to tell you something…

LOIS turns to CLARK with an inquisitive face.

LOIS: Yeah?

CLARK: Um… well, you see… I'm really… um… What I mean to say is that I am…

LOIS: What?

CLARK: I… am…

JIMMY bursts through the roof access door.

JIMMY: Guys! Guys! You have to see this!

CLARK is deflated and frustrated.

INT. NEWSROOM

CLARK, LOIS, and JIMMY come out of the elevator. Everyone is gathered around the TV.

LOIS: What's going on?

They look up at the TV. Close up on the TV screen. On the TV screen, THERESA YUNG is standing in front of the courthouse. The police and a crowd is gathered around the courthouse.

THERESA: This is Theresa Yung reporting from the Metropolis Courthouse where just moments ago John Corben was found innocent of all charges. But his celebration didn't last long. For just moments after the verdict was read, the courthouse was taken hostage by the Sons of Krypton. The police have tried to contact them but have yet been able to open a channel. This video was sent to WGBS-TV just moments ago.

The TV screen switches to a crudely made video. WILLIAM MATTHEWS is wearing a long dark rope with the SUPERMAN symbol on it and he talks into the screen. Behind him, the jurors sit in the jury box taped to their chairs. There are two men in robes standing around the jury box with guns. The courtroom witnesses are huddled in a corner being guarded by a robed woman. JOHN CORBEN is on his knees, his hands tied behind him and tied to his feet. MATTHEWS stands next to CORBEN with a gun to his head.

MATTHEWS: I am Reverend William Matthews of the Sons of Krypton. I send a message to Metropolis. Metropolis has become a disgrace in the face of the Kryptonian way. We, the Sons of Krypton, will wash this city clean of its evils. John Corben violated the law as well as the victims he fed upon. His life cannot be allowed to continue. These 12 people were corrupted by the evils of this man and were forced to tell lies. But Superman and his sons see all. John Corben is guilty. And he must be punished. And for their corruption, these 12 people must be cleansed of the physical realm to wash away their sins. This city must be taught a lesson. Superman and his sons will not stand for this injustice.

The camera zooms in on the jurors. They are strapped to the jury box and the jury box is wired with explosives. The jurors are crying and scared.

MATTHEWS: Krypton will survive!

The video ends. The camera switches back to the Newsroom. Close up on CLARK. CLARK stares angrily at the TV.

LOIS (OS): Oh my God… I never knew they would go this far.

JIMMY (OS): Where's Superman? He has to stop them!

The camera pans out. CLARK has disappeared.

LOIS: Clark, we have to get down there… Clark?

LOIS turns around and sees that Clark is gone.

LOIS: Damn it! He's probably already got a cab! Come on Jimmy!

LOIS and JIMMY runs for the elevator.

EXT. COURTHOUSE

The Metropolis Courthouse is an elegant piece of architecture. But right now, that architecture is blotted out by the swarms of police surrounding the building. SAWYER is on the walkie-talkie and TURPIN is on the phone. SUPERMAN flies down and lands next to them.

SUPERMAN: What's the plan?

SAWYER: Thank God you're here. We are in a tight spot. This isn't like any other hostage situation. Usually the bad guys want something from us. All these crazies want is for everyone to watch them kill John Corben and the 12 jurors. Dan's been trying to get them on the phone but there has been no response.

TURPIN slams down the phone.

SAWYER: Dan? Anything?

TURPIN: No! All I got was one of those maniacs yelling in my ear, "Krypton will survive!" We've got God damned insanity here!

SUPERMAN: Let me go talk to them.

TURPIN: They said that they'd blow the place if any of us tried to go in.

SUPERMAN: They'll talk to me.

SAWYER: You're right, they think you are some kind of God. Go ahead, we'll keep it quiet out here.

SUPERMAN flies into the air toward the courthouse.

INT. COURTROOM.

The robed people pace back and forth in the courtroom. There is a silent panic in the room. MATTHEWS stands over CORBEN, somewhat dazed.

JUROR #1 (MAN): Please… we did nothing wrong… the evidence clearly showed…

MATTHEWS snaps up and points the gun toward JUROR #1

MATTHEWS: No! You have been corrupted by his evils! Your lies are as transparent as your sins!

JUROR #2 (WOMAN): I just want to go home…

MATTHEW: Me too… I want to go home to a safe and moral city. But people like you keep my home in the darkness! We shall bring the light of righteousness back to Metropolis. As our Father has done…

JUROR #3 (MAN): You're all freaks!

MATTHEWS pauses for a second.

MATTHEWS: Brothers? What is the time?

ROPED MAN #1: It is a half an hour until judgment.

MATTHEWS looks at JUROR #3

MATTHEWS: In a half an hour, you will be dead. Your smoldering corpse will rot in your chair. And everyone will see you and be reminded of the evils we fought today. And when they look upon your ghastly skeletal remains… then we'll see who is the freak!

SUPERMAN (OS): William...

MATTHEWS spins around and there stands SUPERMAN.

MATTHEWS: Oh! Holy Father!

MATTHEWS and the other roped men and woman kneel down. Close up on SUPERMAN. SUPERMAN looks angered.

EXT. COURTHOUSE

LOIS and JIMMY arrive in a taxi cab. They run through the crowds to the yellow tape line. SAWYER and TURPIN are watching the Courthouse closely. JIMMY runs off taking pictures.

LOIS: Maggie! Maggie!

SAWYER turns and sees LOIS. SAWYER walks up to LOIS.

SAWYER: Superman is in there right now. Hopefully he can get to these people. Otherwise, we might have to go in, which would most likely guarantee casualties.

LOIS: What's Superman doing?

SAWYER: I don't know but it better be good.

SAWYER walks back to TURPIN. LOIS stands by the yellow tape watching. CAT comes up next to her.

CAT: Lois Lane. How's my little sexually deprived friend?

LOIS: What are you doing down here Cat? This is real news, not your gossip trash.

CAT: And who says this isn't gossip? Superman's weird religious cult taking a courtroom hostage? Sounds pretty juicy to me. You never know, maybe Superman told them to do it.

LOIS: He would never do that!

CAT: Oh come on! If I had a creepy cult that followed me around and did everything I asked I would make them my slaves too.

LOIS: Yeah? You're not Superman!

CAT: We'll see. Sometimes power can get to someone's head. Even Superman.

LOIS: You know what Cat...

LOIS stops herself from saying something she would regret.

CAT: What?

LOIS: Never mind. There may be children present.

CAT: Oooo! Somebody needs a nap!

LOIS: Shut up.

CAT: You first!

CAT gives LOIS a playful smile. CAT walks away.

INT. COURTROOM

MATTHEWS and the other robed men are still knelt down.

MATTHEWS: Justice will be served Father. Truth, justice, and the American way will be upheld! Your sons have done well in your example.

SUPERMAN: Get up.

MATTHEWS and the other robed men and woman rise to their feet.

MATTHEWS: We were hoping that you would join our cleansing ceremony. We humbly thank your presence.

SUPERMAN: Let them go.

MATTHEWS: What? No… justice has not been served yet. The world must see justice…

SUPERMAN: This is not justice.

MATTHEWS: No, we are ridding the city of evil. Just as you do…

SUPERMAN: This is not what I do! William, we cannot be above the law. The law is what has kept our country together. If we put ourselves above everyone else, then we are as worse as the evils we fight. We must allow John Corben and these people to go. If they are truly guilty, their judgment lies somewhere else. Let them go…

MATTHEWS: No! The world must know of his guilt!

SUPERMAN: Then show them. Doing this will only make them distrust you and fear you. Believe me, I know.

MATTHEWS: But…

SUPERMAN: Let them go…

MATTHEWS looks conflicted and somehow hurt. He looks from SUPERMAN to CORBEN to the jurors to the other robed people. MATTHEWS take a long breath and lowers his gun. SUPERMAN takes the gun from him and throws it away.

SUPERMAN: You did the right thing. The world will remember that.

SUPERMAN looks down at CORBEN and his heat vision burns off the ropes. CORBEN stands up and shakes off the burnt ropes. CORBEN gets up and smile at SUPERMAN.

CORBEN: Thanks, S-Man!

SUPERMAN gives CORBEN an angry stare. SUPERMAN turns back to MATTHEWS. MATTHEWS' face is full of doubt that turns to anger.

MATTHEWS: NO! They have corrupted our Father!

MATTHEWS takes out a detonation device and clicks a button on it. Close up on SUPERMAN. Fear fills SUPERMAN's face. The following is in "super" slow motion. POV through SUPERMAN's eyes. SUPERMAN watches, through his super vision, the signal from the detonation device, which is shown as a red line traveling through the air, flying towards the jurors.

SUPERMAN: No!

As the rest of the courtroom moves in real time (but seemingly very slow), SUPERMAN runs at super speed toward the jurors. The red line flies closer to the jurors. SUPERMAN tears off the explosives that are attached to the jury box. He jumps into the air and tries to fly out of the courtroom. POV of the red line. It follows the explosives and flies right at SUPERMAN. Close up on SUPERMAN. SUPERMAN watches in shock as the red thin flies right at him.

SUPERMAN: Oh! Shi…

The camera goes back to real time as the explosives detonate in SUPERMAN's hands. SUPERMAN is blow through the Courtroom wall and outside.

EXT. COURTHOUSE

There is an explosion on the side of the Courthouse and SUPERMAN flies out and slams into the ground. SAWYER and TURPIN see this.

SAWYER: Take 'um!

TURPIN: Let's get those crazies!

The police charges toward the Courthouse. In the confusion, CAT slips in with the police and enters the Courthouse. LOIS runs toward SUPERMAN.

EXT. SIDE OF COURTHOUSE

SUPERMAN stands up. His cape is slightly torn and his costume is smothered is black ashes. LOIS runs up to him.

LOIS: Are you alright?

SUPERMAN: I'm fine. Just dirty.

INT. COURTROOM

The police rush through the Courtroom doors and raise their guns. CAT slips passed them and crotches in the corner.

SAWYER: Freeze!

The police take down the three other robed people. MATTHEWS looks on with an empty stare. TURPIN points his gun at MATTHEWS.

TURPIN: Matthews! Get on the ground.

MATTHEWS is strangely silent for a second.

MATTHEWS: I must be made an example!

MATTHEWS opens up his robe, revealing a suicide bomb strapped to his chest. The police back off.

SAWYER: Whoa, whoa! Don't do anything stupid Matthews.

MATTHEWS: You must be punished.

MATTHEWS darts over and grabs one of the courtroom witnesses. It is a woman with red hair. From the camera's view you can't see her face. She screams.

EXT. SIDE OF COURTHOUSE

SUPERMAN and LOIS stand outside. The woman is heard screaming.

SUPERMAN: What now?

SUPERMAN runs over to the hole that he was knocked through.

INT. COURTROOM

SUPERMAN climbs through the hole in the wall. MATTHEWS is holding the woman close to his chest. From the camera's view, the woman's face is still not seen.

MATTHEWS: There must be an example made! I must make an example! Krypton will survive!

SUPERMAN: William, let the lady go…

MATTHEWS turns toward SUPERMAN and the woman's face is revealed. It is LANA. Close up on SUPERMAN. SUPERMAN's face fills with surprise.

SUPERMAN: Lana?

SUPERMAN and LANA exchange looks of shock and fear. The camera pans over to where CAT is hiding. CAT's POV. SUPERMAN is looking at MATTHEWS and LANA in shock. Close up on CAT.

CAT: He...he knows her...Hmmm...

The camera switches back to SUPERMAN.

SUPERMAN: William, let's talk about this…

MATTHEWS: No! I must show them what has to be done to clean this city!

MATTHEWS backs away and through a door on the side of the Courtroom. SUPERMAN follows.

EXT. COURTHOUSE ROOF

MATTHEWS leads LANA onto the rooftop of the Courthouse. He brings her to the edge of the building, facing the police and crowd outside. SUPERMAN follows behind him.

MATTHEWS (to the crowd): Do you see? Do you see what this city has pushed me to! You must learn! You must see! I have to teach you!

SUPERMAN: William… you don't have to do this…

MATTHEWS: No! The evils of Metropolis have corrupted even you! I can't allow it to continue! Krypton must survive!

MATTHEWS pushes a red button on the bomb. The following is in "super" slow motion. SUPERMAN runs toward LANA. Everything around them is in slow real time as SUPERMAN runs at super speed. LANA's face is filled with fear. MATTHEWS' face is filled with self-righteousness. SUPERMAN pushes himself between MATTHEWS and LANA and holds LANA tight just as the bomb explodes.

EXT. COURTHOUSE

Everyone in the crowd screams in horror as the bomb explodes sending fire up into the air and across the Courthouse roof. There is a silence as the smoke clears.

EXT. COURTHOUSE ROOF

The smoke clears to reveal SUPERMAN holding LANA tightly. His cape is burnt and tattered. SUPERMAN releases his grip and LANA looks up into his eyes. They look at each other, not knowing what to say. Everyone is silent.

EXT. COURTHOUSE

SAWYER, TURPIN, CAT and all of the other people that were in the Courthouse run out to see what happened. Close up on LOIS. LOIS looks at SUPERMAN and LANA's embrace with confusion and hurt. Close up on CAT. CAT looks at SUPERMAN and LANA's embrace with opportunity and potential.

EXT. COURTHOUSE ROOF

SUPERMAN and LANA snap out of their trance and back away from each other.

LANA: Hi Clark…

SUPERMAN: Lana… What are you…

The Police burst through the door to the roof and rush toward LANA. They take LANA and start to lead her down off the roof. LANA keeps looking back toward SUPERMAN. As LANA disappears through the door, SUPERMAN looks back over the crowd, who are all staring up at him. Close up on LOIS. LOIS looks up at SUPERMAN, searching for an answer. SUPERMAN can't think of a response and jumps into the air, flying into the sky. LOIS is left alone watching SUPERMAN disappear from sight.

EXT. MOON BASE

The Moon Base is silent. Outside, HANK can be seen working on the structure of the building.

INT. MOON BASE

MILTON is in a large computer room, typing on a keyboard. The computer screens have lines of code stretched across them. He has a large book opened up next to him that he keeps looking down at and then back to the computer. TERRI comes into the room. She stands there for a second watching him work.

TERRI: How's it going?

MILTON jumps in surprise. TERRI laughs.

TERRI: Oh, I'm sorry. I didn't mean to scare you.

MILTON: It's ok. I've been doing that with everything recently. I think it's the idea of being up here alone. I keep expecting to see an alien or something jump out at me.

TERRI laughs.

TERRI: Wouldn't that be fun to report!

MILTON: Yeah...

TERRI: So, what are you doing?

MILTON: Writing this code for the computer system. I keep running into that malfunction though. It's really annoying. Here, come and look.

TERRI walks up and looks at the computer screen. MILTON points at the screen. Close up on the screen. Among the many lines of code there is a strange symbol hidden between them. It is the Brainiac symbol.

MILTON: You see?

TERRI: Oh yeah...

MILTON: It shouldn't be there. And I can't figure out what it is. It doesn't seem to be doing anything. It hasn't messed with any of the systems or programs. It's just there.

TERRI: Ah, it's probably some Lexcorp thing.

MILTON: You think?

TERRI: What else would it be?

MILTON: Right...

TERRI: You keep working on that. I need to call Capcom for our daily report.

MILTON: Ok, say "Hi" for me.

TERRI: Of course.

TERRI gives MILTON a smile and leaves the computer room. MILTON sits there smiling for second and then turns back around to the computer. He stares at the lines of code for a second.

MILTON: Hmmm... I wonder if it's a problem with the hardware?

MILTON gets up off the chair and walks around to the back of the computer. He removes a panel from the computer terminal, revealing wiring and mother boards. He takes out a small flashlight and looks around the computer. His flashlight falls onto a metal chip on the side of the computer wall. It is a metallic Brainiac symbol.

MILTON: Ah ha!

MILTON reaches in and pries the chip off. He turns it around in his hand.

MILTON: What are you?

A sound coming from behind him startles MILTON. MILTON turns around. The sound is coming from a door at the corner of the room. MILTON stands up cautiously and walks slowly to the door. He turns the handle slowly and then whips the door open. He is faced with a reflection of himself. The movement of his reflection startles him and he jumps. Then he realizes that the room is just a wash station with a mirror in it. MILTON looks at his mirror image and laughs. He shakes his head in relief.

MILTON: Boo!

MILTON laughs again and turns to go back to the computer. His laughter dies out and he looks down at his hand, where he is still holding the Brainiac symbol. He brings it closer to his face.

MILTON: Now that that is done, let's see what you are.

MILTON looks at it closely for a second. Close up on the symbol. It is flat, seamless, and smooth. MILTON runs his thumb across the symbol. Suddenly the three circles start to open like metallic eyes. Close up on MILTON. He noticed the circles opening and looks closer.

MILTON: What the…

Suddenly, long thin metal tentacles shoot out from the circles and stab into MILTON's forehead. He tries to scream but can't. He can only let out a strange sigh. His voice becomes strangely metallic and hollow. His body tenses as an electrical current runs through his body. He falls to the floor convulsing. Close up on MILTON's forehead. The tentacles retract back into the metallic BRAINIAC symbol, leaving three bloody holes in the shape of an upside down triangle on MILTON's head. MILTON's body twitches as small hollow lights drill their way up to the surface of MILTON's head. Then, in a final twitch of pain, two metal wires shoot out from the bottom circle and connect to the other circles. The lights glow green. MILTON is silent and still.

INT. LANA'S APARTMENT BUILDING

LANA walks down the sidewalk toward her apartment building. Suddenly, CAT and a cameraman, JOE, rush up next to her. CAT shoves a microphone up to LANA's face. LANA staggers back in surprise.

CAT: Miss Lang! This is Cat Grant from WGBS-TV's The Curious Cat. I couldn't help noticing today at the courthouse that you and Superman seemed to know each other.

LANA looks at the camera confused and flustered.

LANA: I... uh...

CAT: Is it true that you are having an affair with the Man of Steel?

LANA: What? No... no, I...

CAT: How exactly do you know him?

LANA: I... I don't... know him...

CAT: Then how do you explain—

LANA: I'm sorry I really need to go...

LANA pushes through CAT and JOE and hurries up to her apartment door.

CAT: Wait! Miss Lang! Miss Lang! Do you—

LANA shuts and locks the apartment door in CAT's face. CAT leans back on her heels, arms crossed, trying to solve the puzzle. JOE walks up behind her.

JOE: I guess that's a wrap!

CAT gives JOE a fiery glare.

CAT: Oh no! We're not giving up that easily!

CAT looks around and sees a building across the street. She grabs JOE's shoulder.

CAT: Come on Joe!

CAT and JOE march across the street.

INT. LANA'S APARTMENT BUILDING

LANA unlocks the door to her apartment and walks inside.

INT. LANA'S APARTMENT

LANA sets down her keys on a small table and flips on the lights. SUPERMAN stands in front of her, his costume illuminated by the lights. LANA gasps and steps back.

SUPERMAN: How long have you been in Metropolis?

LANA: Four months…

SUPERMAN: Lana… why didn't you call me?

LANA: Martha gave me your address and phone number, and I was going to use them a million times but I just didn't know what I'd say.

SUPERMAN: You could have said, "Hey Clark, its Lana! We've been friends since high school. How are you?"

LANA: I'm sorry.

SUPERMAN: Why were you even at the Courthouse?

LANA: Ever since I got here I've been trying to catch a glimpse of you. If there's a fire or a robbery I try to get there hoping that you'll come to save the day. I was sure that you would be at Corben's trial, so I went.

SUPERMAN: Lana, why are you here? Where's Pete?

LANA: We got a divorce…

SUPERMAN: Oh… I'm sorry…

LANA: It's ok… The dream we thought we found just fell apart.

LANA pauses for a second, thinking about what she is going to say.

LANA: Clark… for the past months I couldn't stop thinking about you… You were always in my mind…

SUPERMAN looks at her tragically. LANA walks up to him and delicately runs her hand down his face.

LANA: I told you once that I wasn't strong enough to be with you. But… people can change… I love you Clark Kent…

LANA leans forward and kisses him on the lips. They hold there for a second but then SUPERMAN pulls away. LANA looks at him strangely.

SUPERMAN: Lana… There is… there is someone else…

LANA steps back, shocked.

LANA: Oh…

LANA turns around and holds her head.

LANA: I feel so stupid…

SUPERMAN: Don't feel stupid. It's ok.

LANA: It's just that all the things with Pete and… I just kept thinking about all the things we've been through and… I wanted something familiar…

SUPERMAN takes her in his arms and holds her close.

LANA: I'm sorry Clark… We just never seem to work out… do we?

SUPERMAN: I don't know what to say…

LANA: You don't have to say anything Clark. We are just always in different places at the wrong times.

LANA pulls away from the hug and looks at SUPERMAN.

LANA: Is it… Lois?

SUPERMAN nods his head.

LANA: She's a great woman… She's very lucky to have you…

SUPERMAN: Lana, I…

LANA: Don't worry Clark, I'll be ok. I've had crushes before you know…

SUPERMAN smiles.

SUPERMAN: I know…

They both smile and an understanding passes between them.

EXT. BUILDING TOP

CAT and JOE stand on the building next to LANA's apartment building. The camera shows the view that is looking right through LANA's window. JOE is lowering his video camera.

CAT: Please tell me you got that kiss…

JOE: You betcha!

CAT: Perfect!

EXT. MOON BASE

The Moon base is silent on the lunar surface.

INT. MOON BASE

HANK and TERRI sit at a table in the main room.

TERRI: I'm really starting to worry about Milton.

HANK: We are on the Moon. He couldn't have gone far.

TERRI: He's been missing for hours.

HANK: I'm sure he'll show up. He's probably just wandering around. You know how much he likes it up here. I don't see how he can…

TERRI: What if something went wrong? What if the air pressure in one of the wings malfunctioned? What if he's trapped somewhere? What if…

HANK: Honey, you need to stop worrying.

There is a noise at the doorway that leads to the hallway. The shadow of a man is seen on the wall of the hallway.

TERRI: Milton? Is that you?

HANK: There! You see: he's fine.

HANK stands up and starts to walk toward the hallway.

HANK: Hey Milton! Where've you been? We were really starting to freak out…

MILTON steps out into the doorway. His hair has fallen out in clumps, leaving bald spots across his head. His eyes are dull and lifeless and his skin is a sick greenish color. The three circles in his head brightly glow green. Streams of dried blood are caked on his face.

TERRI: Oh my… GOD!

HANK: Jesus!

MILTON: HE...llp... Meee! HELppp... mmmEEEee!

MILTON's voice undulated between his natural voice and a dull and robotic voice. It is as if two people are battling inside him. MILTON is losing. MILTON lifts up his hand and through telekinesis HANK is thrown up into the air. TERRI screams. HANK is thrown against the wall and falls down in a heap. MILTON walks over to HANK and examines his body. TERRI continues to scream. MILTON leans down closely to HANK. Three thin metal tentacles shoot out from the circles in his head. The tentacles stab into HANK's neck. Close up on the back of HANK's neck. The tentacles retract, leaving three metal chips implanted on his skin. An electrical charge surges out of the chips. HANK's body convulses on the floor. TERRI scrambles to the floor and backs into a wall. MILTON's head jerks over in TERRI's direction. The tentacles slide over MILTON's face and retract back into his head. His lifeless eyes look at her strangely. POV of MILTON. MILTON slowly stalks up to TERRI. She screams as his shadow falls over her.

INT. THE CURIOUS CAT TV STUDIO

CAT is sitting on her chair and looks toward the audience.

CAT: Well, hello there Metropolis. This is The Curious Cat, with your gorgeous and talented host, Cat Grant. And do I have a story for you!

A graphic pops up in the corner of the screen that looks like the SUPERMAN emblem but it is a heart shape instead of a diamond.

CAT: Does Superman have a girlfriend? It is a question that all single women... and some married women, have been asking themselves since he first showed up with his rippling muscles and baby blue eyes. Well, I'm here to let all you girls down easy. In this Curious Cat exclusive video, Superman doesn't leave much to the imagination.

In the corner of the screen, a video shows LANA coming up to SUPERMAN and kissing him. The video freezes on the kiss.

CAT: That's right girls! Grab your tissues and plunge into that carton of ice cream because Superman has a Super Girlfriend!

INT. NEWSROOM

The elevator bell rings and the doors slowly open onto the Daily Planet Newsroom. CLARK stands alone in the elevator looking tentatively across the Newsroom. Everyone who walks by the elevator is holding up a newspaper with the image of the SUPERMAN and LANA plastered over the front page. In big black letters over the picture are the words: SUPER LOVER. CLARK looks embarrassed and despaired. CLARK exits the elevator and walks toward his desk as if the room is full of explosives. CLARK sets down his briefcase at his desk and slowly sits down. Suddenly, an angered voice is heard behind him.

LOIS (OS): NO! I said room 212! Not 221! Get it right! AND GET OUT!

CLARK slowly turns around. LOIS is yelling at a skinny little copy boy, who looks like he's about to cry. The copy boy scurries away and LOIS looks over at CLARK.

LOIS: What are you looking at!

CLARK spins back around quickly. LOIS marches off. CLARK sits there for a second. JIMMY comes running up to CLARK.

JIMMY: Hey CK!

CLARK: Hey Jimmy…

JIMMY: So I see you met the wrath of Lois.

CLARK: I guess so…

JIMMY: She's been like that since she got in.

CLARK: What's wrong?

JIMMY: She won't admit it but I have a feeling it's because of this…

JIMMY holds up the newspaper with the picture of SUPERMAN and LANA. CLARK looks at it disappointed.

JIMMY: I always thought that Superman and Lois had something going on between them. But apparently, Superman did not.

CLARK: Maybe he…

JIMMY: I don't know if I should tell you this, but I swore I could hear Lois crying in the bathroom a little bit ago.

CLARK's eyes fill with sadness.

JIMMY: I've never seen Lois like this. She must have really had some feelings for Superman. I know a lot of women have but…

JIMMY continues to talk but he fades out. Close up on CLARK. CLARK looks over at LOIS. The camera switches to LOIS. LOIS is at the copier machine, leaning against it. She looks sad and broken, her eyes glazed. CLARK lowers his head in defeat.

INT. NEWSROOM (LATER)

LOIS sits at her desk, bouncing her pencil up and down. She mindlessly stares at her computer. The camera focuses passed her and reveals CLARK staring at her from his desk. LOIS gets up and grabs a pack of cigarettes off her desk and heads for the elevator. CLARK watches her leave then stands up and walks to the storage closet.

EXT. DAILY PLANET ROOF

LOIS stands on the rooftop of the Daily Planet Building, looking across the city. She takes a long drag of her cigarette and blows smoke into the air. She looks sad and empty. SUPERMAN lands down behind her. LOIS can feel his presence and she frowns.

SUPERMAN: I thought I might find you up here.

LOIS: Go away.

SUPERMAN: Lois, it's not what you think…

LOIS turns around.

LOIS: Oh, is it? I'm sorry! I must have completely misunderstood you kissing that woman on every front page of every newspaper!

SUPERMAN: I know how it looks but…

LOIS: Is this the life you've been hiding from me? Is this what you go home to every night?

SUPERMAN: No! You don't understand!

LOIS: What don't I understand? You've been pulling me along all this time, making me pretend that you loved me! And for what? So that you can have a quickie with the easy, lonely news reporter?

SUPERMAN: Lois! It's not like that!

LOIS: Who is she? Huh? Who is she?

SUPERMAN: She's no one…

LOIS: Oh yeah? It didn't seem like it!

SUPERMAN: Lois…

LOIS: I don't even know who you are anymore! I thought I knew you, but obviously I didn't! You know, maybe Cat was right! Maybe your power has gotten to your head!

SUPERMAN: What do you mean?

LOIS: You can have any girl in this city! You can just fly right in and have anyone you like. Why stop with just one! How many girlfriends do you have? How many hearts have you broken? How many times have you said "I love you" and never really meant it!

SUPERMAN: I love you!

LOIS: Go to hell! Just go to hell! Take your stupid cape and fly away! It's what you do best!

SUPERMAN: Lois…

LOIS: GET AWAY!

LOIS pushes SUPERMAN. He moves with her pushing, not fighting back. He is forced to move backward.

SUPERMAN: Lois, if you will just listen to me…

LOIS: GET OUT! GET OUT!

LOIS keeps pushing him. She pushes him to the side of the building. And with one last push, SUPERMAN goes over the side of the building. LOIS stands there for a second, seething with anger. SUPERMAN flies up, matching your anger.

SUPERMAN: Alright! You want to push me away! You want me to leave! I will!

LOIS: I HATE YOU! I DON'T EVER WANT TO SEE YOU AGAIN!

LOIS turns around, with her back to SUPERMAN. Close up on LOIS. LOIS turns around and SUPERMAN is gone. She looks around but he has disappeared.

LOIS: Good! And stay away!

LOIS's anger quickly subsides and she starts to cry. She falls down to the ground and weeps uncontrollably to herself.

EXT. LEXCORP BUILDING

The Lexcorp building stands ominous in the evening sun.

INT. LEX'S OFFICE

LEX stands in front of his wall of TV screens, in which pictures of LANA and SUPERMAN cover each one. MERCY stands next to LEX, looking at the pictures.

MERCY: Her name is Lana Lang. She used to live in Kansas and just moved here four months ago.

LEX: This definitely explains why she was showing up in the news footage.

MERCY: Exactly. There is no doubt that she and Superman know each other intimately.

LEX smiles knowingly.

LEX: Good job Mercy. I think this kind of work deserves a private dinner for you and me.

MERCY's face lights up.

LEX: Now, go and get Mr. Corben. He has been waiting in the lobby. We have some business to discuss.

MERCY: Yes Lex!

LEX gives MERCY a little kiss on the lips and she exits the office. LEX looks back at the TV screens and the images go blank, leaving BRAINIAC's symbol.

BRAINIAC: Things are going exactly as my calculations have predicted.

LEX: Yes. I know.

BRAINAIC: You have done well Alexander Luthor.

LEX: And what about you? How are things on the Moon?

INT. MOON BASE

BRAINIAC (VO): My vessel has been chosen. His alterations are almost completely integrated into his systems. Soon he will be complete.

MILTON lies on a table. His hair has fallen out even more; now there are only a few wiry hairs left. He has dark shadows across his face and his skin has turned a darker shade of green. HANK and TERRI stand over him, their eyes glazed over. The camera pans around to reveal three glowing circles in the back of their necks. They are drilling into MILTON's skin and attaching robotic extensions to his body. Close up on MILTON's face. MILTON's eyes stare without life or emotions.

INT. LEX'S OFFICE (LATER)

CORBEN stands in front of LEX's desk.

CORBEN: Ok Luthor. What do you want?

LEX: My dear boy, whatever could you mean?

CORBEN: I'm not stupid. You go out and buy me the best lawyer in the country. You cover all of my legal expenses. No favor like that goes without some form of payment. Now, what do you want from me?

LEX gives CORBEN a calculated look.

LEX: John. I can see that you are a very smart man. So I will not waste your time.

LEX clicks a button and the images of LANA pop up on the wall of TV screens.

LEX: Do you know who this woman is?

CORBEN: Isn't that the girl that was caught sucking face with the S-Man?

LEX: The one and only. I would like you to… scare her…

CORBEN walks over to the screens and looks at LANA closer.

CORBEN: Not my type… but I think I can arrange something.

LEX: Perfect! Here is her address and…

CORBEN: Wait a minute Luthor. If she really is S-Man's main squeeze, then I'd be bringing a lot of heat on me. What kind of protection are you offering?

LEX clicks another button. The images of LANA are replaced with blueprints of a large gun.

LEX: This is the BG-60. An exclusive prototype to Lexcorp. It was built on a military contract but Uncle Sam determined that it was too destructive and more importantly, too expensive. As we speak, five crates of the BG-60 are being shipped to Warehouse 14.

CORBEN looks closely at the blueprints.

LEX: So do we have a deal?

CORBEN turns to LEX. A malicious smile curls up on his face.

INT. CLARK'S APARTMENT HALLWAY

CLARK walks down the hallway of his apartment. He looks empty and miserable. He comes to his apartment door. Close up on CLARK. CLARK's face fills with surprise. Smeared all over his door are bloody hand prints. He looks down and there are drops of blood that lead down the hallway. CLARK follows them and they lead to the janitors broom closet. The door handle has blood smudges all over it. CLARK opens the door to reveal LANA sitting on the janitor's closet floor. Her clothes are tattered and ripped and she has bruises on her face and her body. She is bloodied and trembling.

LAN: Clark!

CLARK: Lana?

LANA: Please… Please… Help me!

CLARK: Oh my God!

INT. CLARK'S APARTMENT

LANA lies on CLARK's bed as he tends to her wounds.

CLARK: What happened?

LANA: I came home… and… there were these men in my apartment. They took me … and then…he… he… beat me… and he… he…

LANA breaks down into tears.

LANA: He kept asking me… "How does it…How does it feel to be… Superman's… main squeeze…"

Close up on CLARK. CLARK's eyes fill with anger and fear.

CLARK: Who was it Lana? Who did this to you?

LANA looks at CLARK through her tears, trying to catch her breath.

LANA: It was… it was… C… C… Corben…

Close up on CLARK. CLARK shakes his head with disbelief and anger. His eyes start to fill with hatred.

INT. THE CORBEN CASINO

The Corben Casino is busy even during the day. People lay downs chips and play the slot machines. The noise of the crowd fills the entire building. BUTCH is walking around, observing the customers. There is a hurried calm to the building. The calm is interrupted by the sound of breaking glass and cement. BUTCH spins toward the noise of screams and destruction. Close up on BUTCH. BUTCH's face fills with terror. The camera zooms down toward the lobby. SUPERMAN, eyes burning red, is walking through the rubble that was once the main entrance. SUPERMAN's eyes are filled with frenzied rage.

SUPERMAN: Corben! CORBEN!

SUPERMAN enters the game room and marches through the crowds.

SUPERMAN: Corben!

SUPERMAN starts grabbing card tables and flinging them across the room. Cards and poker chips fly through the air. He smashes slot machines and splits roulette tables in half. People run away from SUPERMAN's wrath as he travels through the casino.

SUPERMAN: Corben! Get out here!

A bunch of men in black suits carrying machine guns step out in front of SUPERMAN. BUTCH is standing next to them.

SUPERMAN: Where is Corben?

BUTCH: He's not here.

SUPERMAN: Tell me where he is.

BUTCH: Mr. Corben doesn't want any visitors today. Now, you better leave before things get ugly in here.

SUPERMAN: Tell me NOW!

BUTCH shrugs his shoulders.

BUTCH: Ok. Boys, let him have it!

Bullets rain down on SUPERMAN. SUPERMAN stands there as the bullets ricochet off his body. He is fuming with anger.

SUPERMAN: When will you ever learn!

SUPERMAN marches toward the men. The men walk backward as SUPERMAN approaches.

SUPERMAN: Bullets...

SUPERMAN's eyes turn red.

SUPERMAN: ...don't...

Two streams of fire shoot out of SUPERMAN's eyes and cut the guns in half.

SUPERMAN: ...work!

SUPERMAN charges at the disarmed men and starts to furiously take them down. The camera switches to BUTCH. BUTCH, his face full of fear, takes off running through a door. Two other men follow behind him. The camera switches back to SUPERMAN. The men lay bloodied and unconscious on the floor. SUPERMAN stand over them breathing heavily. SUPERMAN turns his head around and sees that BUTCH is gone. POV of X-ray vision. SUPERMAN peers through the wall of the casino and spots BUTCH and the two other men running down the hallway. Close up on SUPERMAN. SUPERMAN sneers at the runaways.

EXT. THE CORBEN CASINO PARKING GARAGE

BUTCH's car peels out of the parking garage of the casino.

INT. BUTCH'S CAR

BUTCH drives madly down the road. The two other men, who are sitting in the back seat, look around fearfully.

MAN #1: I think we lost him.

BUTCH: I don't care. I'm going to keep driving until I can't anymore.

MAN #2: God... that was a close one.

MAN #1: I've never seen Superman like that before

BUTCH: John must have really done something to him this time.

MAN #2: I'll be fine if I never find out.

POV through the windshield. SUPERMAN lands on the road a little bit in front of the car.

BUTCH: Oh shi...

EXT. METROPOLIS COUNTRYSIDE

BUTCH's car veers out of the way of SUPERMAN sending the car skidding across the road.

INT. BUTCH'S CAR

BUTCH pulls at the wheel trying to get control of the car. The car skids toward the side of the road that drops off into a cliff.

MAN #1: Butch! Butch!

BUTCH: I know! I know!

EXT. METROPOLIS COUNTRYSIDE

The car skids toward the cliff and breaks through the side rails. And just as it is about to plummet down the cliff, SUPERMAN grabs the rear bumper and pulls it back on the road. SUPERMAN takes the car and lifts it up in the air. MAN #1 and #2 jumps out of the car and runs away. SUPERMAN grabs the car's underbelly and slams it into the jagged rocks on the other side of the road. The front of the car folds up onto itself. SUPERMAN lowers the car to the ground and tears the driver side door off. BUTCH has a cut on his forehead from hitting his head on the steering wheel. SUPERMAN pulls him out of the car and lifts him into the air.

SUPERMAN: Where is Corben!

BUTCH: What's... what's wrong with you... man...

SUPERMAN: Where is he!

BUTCH: We could...have... have died...

SUPERMAN: I don't care! Tell me where Corben is... NOW!

BUTCH: Ware...warehouse 14...

SUPERMAN throws BUTCH to the ground and starts to walk away. BUTCH props himself on his elbow.

BUTCH: You... you're losing it, man!

SUPERMAN stops and looks back at BUTCH. Close up on BUTCH. SUPERMAN's shadow falls over BUTCH's terrified face...

EXT. TELEPHONE POLE

BUTCH hangs from his pants on a telephone pole. He shouts at SUPERMAN as SUPERMAN flies off into the distance.

INT. NEWSROOM

LOIS is sitting at her computer. Close up on the computer screen. On the computer screen is the homepage of The Daily Planet website. There are pictures and links to news stories. And the largest picture is of Superman and Lana kissing. Close up on LOIS. LOIS looks at the picture blankly. Her eyes have glossed over. From behind, she starts to hear people talking.

VOICE #1 (OS): Oh my God...

VOICE #2 (OS): No, way...

VOICE #3 (OS): Superman? He would never do that?

At the mention of Superman's name, LOIS turns around. Everyone is gathered around a TV. LOIS stands up and walks over to the TV.

LOIS: Hey what's going on?

WOMAN #1: Superman went crazy!

LOIS: What?

LOIS looks up at the TV screen. The TV is showing images of The Corben Casino. It is trashed and disheveled. Paramedics are gathered around injured customers and employees.

LOIS: What... what happened?

MAN #1: Apparently, Superman started tearing up the casino. And then the security guards started shooting at him. And I guess some of the bullets ricocheted off and hit some guests.

LOIS: Why would he do that... He's always so careful about stray bullets...

WOMAN #2: I know... That's what we were saying. We couldn't believe that Superman would have been so...

WOMAN #2's voices starts to fade away as LOIS looks at the TV. On the screen is security camera footage from the casino. It is showing SUPERMAN tearing the casino to shreds. His eyes are filled with rage and anger. LOIS looks on with disbelief.

INT. WAREHOUSE 14

The inside of Warehouse 14 is vast and filled with stacks of boxes and crates. Suddenly, the building starts to shake. There is a pounding sound resonating throughout the building. With a great cracking sound, SUPERMAN breaks through the large front doors of the warehouse. His eyes are glowing red. SUPERMAN walks into the warehouse.

SUPERMAN: Corben! I know you're in here!

There is no response. SUPERMAN walks through the warehouse. The stacks of boxes loom over his head.

SUPERMAN: CORBEN!

CORBEN (OS): There is no need to shout, S-Man.

SUPERMAN stops and looks around. CORBEN's voice is coming from an amplifier.

CORBEN (OS): Do you like what I've done with the place? You know, lead lining these days is in quite a demand.

POV of X-ray vision. SUPERMAN looks around the room. All of the boxes and crates are lined with lead. SUPERMAN can't see anything past them.

SUPERMAN: Stop hiding and face me!

CORBEN (OS): Alright.

CORBEN steps out from behind a stack of boxes all the way at the other end of the warehouse.

CORBEN: I thought you might drop in! So I brought you a gift! Boys!

A bunch of men step out from behind the boxes. They are scattered throughout the warehouse. They are all holding BG-60's.

SUPERMAN: I only want him.

CORBEN: Sorry, S-Man. But if you want me, you want all of us!

The BG-60's light up and white streams of energy blasts from them, slamming into SUPERMAN. SUPERMAN is flung backward into the warehouse wall. They stop firing to see the damage they caused. SUPERMAN stands there, his cape singed and his eyes glowing red. He lets out a deep guttural shout and starts marching toward the men. The men fire their guns again but SUPERMAN dodges out of the way of the beams. With lightning speed, SUPERMAN disarms the men one after the other. He is just a blur across the room as he battles the W-14 Gang. Running up to one of the men, SUPERMAN grabs the BG-60 and aims it at the ground. The white beam of energy smashes into the cement and sends the man flying into the air. Soon, all of the men are on the ground in pain. Now it is just SUPERMAN and CORBEN. CORBEN is still pretty far away from SUPERMAN.

CORBEN: I heard about my casino. I'll bill you for the damages.

SUPERMAN: I'm done talking Corben!

SUPERMAN marches toward CORBEN. CORBEN smirks and picks up a BG-60 from a crate next to him. The weapon fires up and the white beam shoots across the warehouse. The blast slams into SUPERMAN but SUPERMAN doesn't move. He continues to walk forward. He puts his arms in front of his face, sending the beams curling around his body. He gets closer and closer toward CORBEN. Close up on CORBEN. CORBEN's smug look begins to disappear from his face as SUPERMAN struggles against the beam. CORBEN's face fills with fear. SUPERMAN gets closer and closer to CORBEN. The white hot blasts are burning off his cape but SUPERMAN stands strong. A beeping noise starts to come from CORBEN's BG-60. He looks down at a small screen on the top of the gun. The screen is flashing "Overload." In desperation, CORBEN points the blast at SUPERMAN's feet and sends the floor beneath him to crumble. SUPERMAN falls through the floor and disappears into darkness. CORBEN drops the BG-60 and takes off running through the warehouse. He gets just feet away from the door when the cement floor in front of him splits open and SUPERMAN flies up from the ground. CORBEN stumbles back as SUPERMAN, singed and burnt, flies above him.

SUPERMAN flies down and picks CORBEN in the air.

SUPERMAN: Why! Why did you do it!

CORBEN starts to laugh.

SUPERMAN: Stop it! Stop laughing! Tell me why!

CORBEN: How does it feel to be the bad guy?

SUPERMAN lifts CORBEN up in the air and throws him to the ground. CORBEN falls through the cracks in the floor made when SUPERMAN flew up through the ground.

INT. SECRET CORRIDOR

CORBEN falls through the ground and lands in a secret corridor below Warehouse 14. CORBEN coughs as the dust settles. SUPERMAN flies down and lands next to him. CORBEN props himself up on the wall. SUPERMAN looks down at him but then realizes that they are standing in a long corridor. SUPERMAN walks past CORBEN, examining the corridor. CORBEN watches him and smiles.

CORBEN: Do you like my secret hiding place? It's how I hid those drug shipments. The only exit is below my casino. That's why the cops never found it. There is no way in or out from this warehouse. And there is only one room.

SUPERMAN comes upon a door with no windows. There is a thin slot near the bottom of the door. SUPERMAN turns the handle and opens the door. He walks inside.

INT. SECRET ROOM

Inside the room there is a light hanging from the ceiling. It rocks back and forth sending shadows dancing on the walls. There is a small, dirty looking bed in one corner and a bucket in the other. SUPERMAN's eyes fills with tears. CORBEN walks up behind him.

CORBEN: Ah, this room is great. It is so useful. It's electronically locked, so I don't have to worry about carrying around keys. Oh, and it is sound proof. You can scream as loud as you want and no one will ever hear you.

SUPERMAN turns around, tears streaming down his face.

SUPERMAN: This... this is where you took her... isn't it...

CORBEN smiles devilishly.

CORBEN: She wasn't really my type... But we made it work.

SUPERMAN's eyes fill with rage.

INT. WAREHOUSE 14

SUPERMAN's screams echo throughout the warehouse. Suddenly the cement splits and CORBEN is thrown out of the floor. He flies through the air and lands hard against a pile of boxes. He falls to the ground in a heap. SUPERMAN rises from the ground, eyes burning red.

SUPERMAN: Why! She did nothing to you! WHY!

CORBEN coughs out some blood and smiles.

CORBEN: Because... I told you... One day, you'd lose control...

SUPERMAN flies up to him and slams him into the boxes.

CORBEN: Besides... she enjoyed every minute of it. Just like Amy...

SUPERMAN screams in anger and grabs CORBEN. SUPERMAN lifts him over his head and...

EXT. WAREHOUSE 14

CORBEN smashes through the door and skids along the street. People, outside, scream as he comes to a stop. SUPERMAN flies out of the warehouse and lands down next to CORBEN. CORBEN tries to pick himself up. He is bruised and bloodied. CORBEN looks up at SUPERMAN, smiling.

CORBEN: Look at you. All of that power. All of that anger. And where has it gotten you? You couldn't even stop a man like me. A normal man. What good are you to this world?

SUPERMAN picks him up and a fit of rage and slams him to the ground. As CORBEN is slammed to the ground the people of the street scream in shock. SUPERMAN doesn't notice their presence.

CORBEN: No one can have that much power and stay good... No one... Not even you...

SUPERMAN: I am good!

CORBEN: You are a weak, emotional, man. All you needed was a little push and all those morals that you had suddenly disappeared. It doesn't matter what you've done for this city. They'll forget it all as soon as you slip up.

SUPERMAN picks up CORBEN and raises him into the air.

SUPERMAN: That's not true!

CORBEN laughs as bloody drips down his chin.

CORBEN: Corruption's not a choice. It's an outcome! It's what happens to good men when things go bad. It's what happens when the line between good and evil gets fuzzy. So, I'll ask you again... how does it feel to be the bad guy?

SUPERMAN: I'm not the bad guy!

SUPERMAN flies up into the air holding CORBEN by the throat. CORBEN holds onto SUPERMAN's hands. His voice is raspy in SUPERMAN's grip.

CORBEN: You want to know why we are so a like? I am enjoying this, just as much as you are!

SUPERMAN throws CORBEN through the air. CORBEN is flung back through the doors of the warehouse. SUPERMAN falls through the air and lands on the ground. He begins to walk toward the warehouse. Suddenly, the warehouse explodes in a wall of fire and metal. SUPERMAN disappears into the flames and smoke. The people that had gathered around watching SUPERMAN and CORBEN run in fear as the debris falls to the ground. There is a moment of silence as the flames lick the sky. Then, out of the smoke, SUPERMAN stumbles onto the street. SUPERMAN looks around at the crowd. They look at him in fear and caution.

SUPERMAN: I... he... I didn't mean to... I...

SUPERMAN walks up to the crowd and they pull away from him.

SUPERMAN: No... please... you don't understand... he... he...

SUPERMAN looks around the crowd in desperation. They look back at him with fear, disappointment, and disgust. SUPERMAN's gaze falls upon a young boy about five years old. The boy is trembling in fear. SUPERMAN reaches a hand toward the boy. The boy scurries back behind his mother's legs.

MOTHER: Get away from him you murderer!

SUPERMAN: No, I... I...

The crowd begins to shout at SUPERMAN.

CROWD: Yeah, get away from here... Get out of here... Murderer... Killer... Get out... What's wrong with you...

SUPERMAN looks around, his eyes filled with tears. Not being able to take it any longer, SUPERMAN jumps high into the sky and disappears into the clouds.

INT. LEX'S OFFICE

LEX watches through his large window as SUPERMAN, a small streak across the sky, flies away from the clouds of smoke where Warehouse 14 used to stand. Behind him, his wall of TV screens display BRAINIAC's symbol.

LEX: Perfect...

BRAINIAC: Precisely...

INT. NEWSROOM

Close up on the TV screen. The TV in the Newsroom flips channels and lands on a news channel. NEWS ANCHOR is looking into the camera. In the corner of the screen are pictures of the destroyed Warehouse 14.

NEWS ANCHOR: ...have concluded that the explosion was caused by a ruptured gas line. Apparently, during the battle between Superman and John Corben, the gas line running under the building was damaged. It is unclear, at this moment, if this was an intentional action by Superman. This newly developed destructive behavior by Superman leaves the people of Metropolis and the World wondering, "Has Superman become nothing more than a vengeful vigilante?" We bring you to the scene with...

The channel switches again. It lands on The Curious Cat show. CAT is standing in the audience with a microphone talking to a MAN #1.

CAT: And what about you sir?

MAN #1: I think we should be thanking Superman. That Corben guy had it coming to him.

WOMAN #2, who is sitting at the other side of the audience, stands up and shouts across to MAN #1.

WOMAN #2: We can't allow Superman to be judge, jury, and executioner! What kind of a world would we live in if we let him do that!

MAN #1: A good world!

WOMAN #2: Hey, maybe if you actually watched what was going on in the world...

The audience bursts into chaos as everyone shouts their own opinion. CAT walks down the aisle of the auditorium and to a camera. CAT talks into the camera.

CAT: First Superman engages in a steamy affair and then goes on a violent rampage. Has he gone insane? Did he wake up on the wrong side of the bed? Or is it just that time of the month? One thing is for sure: his recent activity has made for some good gossip!

The channel switches again. It lands on a news debate show. HOST sits between GUEST #1 and GUEST #2.

GUEST #1: I think that Metropolis has become too dependent on Superman. For the last year we've sat back and let him handle everything. And now that he's gone, we're lost. It brings up the question, "Was Superman ever really helping us?"

GUEST #2: True, true. But, I don't think Superman is to blame, here. It was us that so readily handed over our city. It was us who became lazy in the face of a super being. And now we are the ones that have to clean it up.

GUEST #1: We trusted Superman, though. That is why we never questioned him. He broke that trust. We allowed him to carry the weight of this city. But we only did that because we thought he was strong enough.

GUEST #2: Apparently, he wasn't.

The camera zooms out to reveal LOIS watching the TV. She clicks the remote control and the channel switches again. LOIS looks up at the TV in sadness and confusion. PERRY bursts through his office door. He is fuming and tired.

PERRY: Lois! Turn that trash off and get to work!

LOIS quickly turns off the TV.

LOIS: Sorry Chief...

PERRY: And where's Kent? He hasn't been to work in two days!

LOIS: I don't know Chief...

PERRY: Find him! And stop sitting around.

LOIS: Right...

PERRY stomps away back into his office. JIMMY walks up to LOIS.

JIMMY: I think the Chief is taking this Superman thing more seriously than he's letting on.

LOIS: We all miss Superman, Jimmy...

JIMMY: Yeah...

The camera switches to the elevator. The elevator doors opens and CLARK steps into the Newsroom. His clothes are wrinkled and untidy. It looks like he hasn't shaved in a couple of days. And he looks as though he has lost a lot of sleep. He slumps down into his desk and turns on his computer. The camera switches back to LOIS and JIMMY.

JIMMY: Oh geez... what happened to CK?

LOIS: I don't know. But the Chief is going to kill him for it.

PERRY comes out of his office and stands there staring at CLARK. PERRY walks up to LOIS and JIMMY.

PERRY: Is that Kent?

LOIS and JIMMY look up at PERRY strangely.

JIMMY: Um... yeah?

PERRY: Ok, good. Just wanted to make sure.

PERRY marches toward CLARK.

PERR: Kent!

CLARK, startled by PERRY, turns around.

PERRY: Where the hell have you been?

CLARK: Well, I... um... I...

PERRY: Damn it, Kent! I told you!

CLARK: No, Chief, you see... I...

PERRY: You're fired!

CLARK: What?

PERRY: You heard me! You're fired! Pack up your things and get out of here!

CLARK: But Chief...

PERRY: Kent! I don't have time for games! Just get out of here before I call security and have them drag you out of here!

CLARK: But...

PERRY: NOW!

CLARK: Ok... ok...

PERRY stomps back to his office. CLARK looks across the Newsroom. Everyone is staring at him. He looks over at LOIS and JIMMY. They look shocked and sad. CLARK looks like he is about to say something but then just turns to his desk and starts collecting his belongings.

INT. NEWSROOM (LATER)

LOIS sits at her desk, typing. CLARK walks up next to her. CLARK has a box filled with all of his belongings.

CLARK: Hey, Lois...

LOIS looks up from her computer.

CLARK: Hey, I just wanted to say... um... goodbye...

LOIS stands up and looks at him suspiciously.

LOIS: Ok, Smallville, spill it.

CLARK: What?

LOIS: Perry might be too frustrated to see it, but I know something is wrong. Maybe if you tell him he'll understand.

CLARK: No... um... I think it would be better if I just left.

LOIS takes CLARK's hand.

LOIS: Clark, you can tell me.

CLARK gives LOIS a look of lost and love. He looks as though he is about to say something and then stops.

CLARK: I... I have to go... I'm sorry...

CLARK has started to tear up. He turns around and walks quickly away from LOIS. Close up on LOIS. LOIS watches CLARK leave with sadness and confusion. JIMMY walks up next to LOIS.

JIMMY: I'm going to miss CK...

LOIS: Me too...

JIMMY: God, everything is so messed up. It's like when Superman left, the whole world spun backward.

LOIS: Yeah...

EXT. THE DAILY PLANET ROOFTOP

LOIS stands on the roof of The Daily Planet building looking over Metropolis. Tears are running down her face.

LOIS: We need you... I need you...

INT. CLARK'S APARTMENT

CLARK sits in a chair looking out the window of his apartment. He is talking to MARTHA over the phone.

CLARK: Ma, I don't want to talk about it...

MARTHA (OS): But Clark, they were saying that you...

CLARK: I know what they were saying! I don't want to talk about it!

MARTHA (OS): Clark, you've always been able to talk to me about this kind of stuff. What's wrong?

CLARK: It's nothing... I just... It's nothing.

MARTHA (OS): I just want to know that you're alright...

CLARK: Ma... I have to go...

MARTHA (OS): Clark...

CLARK: I'll talk to you later...

MARTHA (OS): Clark.

CLARK: Bye.

CLARK hangs up the phone. CLARK looks at the phone in anger which slowly changes to regret. He tosses the phone onto the couch next to him. There is a knock at his door. CLARK reluctantly stands up and walks over to his door. He opens it up and LOIS is standing in the hallway holding two small cartons of ice cream.

LOIS: Alright, Smallville, grab a spoon and let's talk!

CLARK: Lois!

LOIS: And don't argue. We both need this.

EXT. CLARK'S APARTMENT (LATER)

Laughing is heard coming from CLARK's apartment.

INT. CLARK'S APARTMENT

LOIS and CLARK are doubled over with laughter. The two cartons of ice cream are empty and turned over on CLARK's coffee table.

LOIS: And then... and then Jimmy runs up and shouts, "CK! You're hat's gonna explode!"

CLARK roars with laughter.

CLARK: God! I thought I was going to die laughing.

LOIS: Me too...

CLARK: God, I'm going to miss Jimmy.

LOIS: Jimmy is going to miss you.

CLARK: Yeah?

LOIS: He told me today that, you were one of his best friends. That you never treated him like a kid. You were just friends.

CLARK: Yeah...

LOIS: You know, if you would just talk to Perry...

CLARK: Lois. I told you. I can't.

LOIS: We need you Clark. All this business with Superman... the whole city has gone mad.

CLARK: Some people are saying the same thing about Superman.

LOIS: Some people are stupid! Metropolis needs Superman! I... need Superman...

LOIS stands up and walks to the window.

LOIS: Clark? Have you ever loved someone so much that you feel empty without them?

CLARK stands up and walks up next to her. With her back turned, LOIS can't see him but CLARK is looking at her intently and lovingly.

CLARK: Yes... yes I have...

LOIS: I feel so stupid for being so lost without him. I've lived my whole life being stubbornly independent. How could someone come along and make me need them so much?

CLARK: Maybe it's because he needs you too... Maybe he feels just as empty without you...

LOIS starts to cry.

LOIS: The last time I saw him I told him that I never wanted to see him again. But now... I just want him to hold me...

CLARK takes LOIS in his arms. The hug becomes an embrace. LOIS's eyes meet with CLARK's gaze. They share a moment of want and passion. Their eyes share a deep glance and their lips begin to move towards each other. Just when their lips are about to meet, LOIS breaks away from CLARK's embrace.

LOIS: I'm sorry Clark... I know you've always had a crush on me... but I can't...

CLARK: It's not that... it's...

CLARK strains to get the words out but he can't find them.

CLARK: Oh, damn it... I... It's ok... I... I understand...

CLARK, in frustration, turns around and starts gathering up the empty ice cream cartons and spoons. He walks them over to the kitchen in a huff. LOIS watches him in confusion and sadness. CLARK throws away the cartons and tosses the spoons in the sink. LOIS starts to walk towards CLARK. CLARK comes out of the kitchen and they meet in the middle.

CLARK: Look... I'm sorry... Maybe you better go... I'll...

LOIS suddenly throws herself into CLARK's arms and their lips meet. They kiss long and hard and their bodies move with each other. They move across the room, their lips and hands moving together. They slide down onto the couch, their bodies crawling over each other. Close up on LOIS and CLARK. Suddenly, LOIS's eyes open with realization. She pulls away from CLARK's lips – the very familiar lips of the man she loves. LOIS looks up at CLARK with surprise and pain. CLARK looks down at her in confusion.

CLARK: What's wrong?

LOIS: No...

LOIS reaches up to CLARK's face and pulls off his glasses.

CLARK: Wait!

It is too late. CLARK stands up and looks down at LOIS, shocked. LOIS looks at the glasses strangely.

LOIS: It was you?

CLARK: Lois... I was going to tell you...

LOIS: This whole time...

LOIS looks up at CLARK, confused. CLARK starts toward LOIS.

CLARK: Lois, I...

LOIS gets off the couch and moves away from CLARK.

CLARK: Lois...

LOIS: No... I can't... I...

LOIS backs away from CLARK.

LOIS: I'm sorry... I... can't...

LOIS opens the door and quickly runs out of the apartment. CLARK stands in the middle of his apartment, alone.

EXT. LEXCORP BUILDING

The Lexcorp building is still and quiet in the night air. Suddenly the sound of metal hitting metal echoes through its walls.

INT. LEX'S PENTHOUSE

MERCY wakes up to the banging sound. She is in a large bed in one of the rooms in the Lexcorp Building. She has the sheets pulled over her body. She sits up and looks to the other side of the bed. It is empty. MERCY places her hand on the unoccupied pillow.

MERCY: Lex?

INT. LEXCORP BASEMENT HALLWAY

MERCY, now in a robe, walks down the hallway to the lab. The banging is constant and echoes through the hallway. MERCY keys in the pass code to the door and the door opens up. She walks into the lab.

INT. BASEMENT LAB

Bright lights are emanating from the back of the lab.

MERCY: Lex?

MERCY hears voices coming from the back of the lab.

LEX (OS): Damn it!

BRAINIAC (OS): You must be careful Alexander Luthor... This hardware is very delicate...

LUTHOR (OS): I know that! This isn't as easy as it looks!

MERCY walks through the lab toward the lights. Turning the corner she discovers the source of the sound. LEX is standing over what seems to be an operation table. There is a green glow emanating from the table. Next to the table is a gurney with a sheet covering what looks like a body. There are large, strange machines surrounding LEX. Above the operating table is an alien looking mechanical device. There is a large computer screen in front of LEX where the BRAINIAC symbol is being displayed. LEX has a soldering tool and is hunched over, working on something on the operation table. MERCY looks at all this in confusion.

MERCY: Lex?

LEX spins around in surprise.

LEX: Mercy! What are you doing here!

MERCY: I woke up and you were gone... and I heard a noise coming from... what are you doing?

LEX turns around and continues working. MERCY walks up to the operating table. The object on the operating table that LEX is working on is revealed. It is the metallic skeletal structure of a head and torso. On the chest is an opened panel in which a large chunk of Kryptonite is plugged in. Wiring and tubes are strung out across the table. LEX finishes soldering and puts down the tools. He reaches into the panel on the chest and clicks a button. The Kryptonite's light dims for a second and then shines brightly.

MERCY: What is this?

LEX: It's nothing. Go back to bed.

MERCY walks over to the gurney. The top part of the sheet is pulled back and the charred and lifeless face of JOHN CORBEN is revealed. Wires are running out of his head. MERCY gasps.

MERCY: Oh my God, is that... John?

LEX reluctantly looks over at MERCY.

LEX: Yes... what's left of him anyway...

MERCY: Why... what...

LEX abandons the operating table and walks over to MERCY.

LEX: Mercy, my dear, I don't have time to explain right now. Later, ok?

LEX starts to push MERCY toward the door. MERCY stops him.

MERCY: Lex! What's going on?

LEX: It's all part of the plan!

MERCY: Brainiac? What's he making you do now?

LEX: I'll explain later...

MERCY: And what are you doing with John Corben's dead corpse? Who are you, Dr. Frankenstein? What the hell are you trying to do here?

LEX: Mercy! Just get out!

MERCY: This is exactly what I'm talking about! Brainiac is turning you into a monster!

LEX: GET OUT!

MERCY: Lex, you have to stop this before it's too late!

LEX grabs MERCY and tries to force her out. MERCY struggles with his grip. LEX suddenly slaps her in the face, sending her stumbling backward. MERCY holds the side of her face where LEX slapped her and stares back at him angrily. LEX looks somewhat guilty.

LEX: Look... I...

MERCY backs away from LEX.

MERCY: Just forget it. Go ahead; sell your soul to that machine... I don't care...

MERCY turns and leaves the lab. The doors close behind her. LEX sighs and walks back to the operating table. LEX leans on the table.

BRAINAIC: Quickly, Alexander Luthor. Jonathan Corben's memory must be transferred immediately before it decays any further.

LEX nods and walks over to the gurney. LEX grabs the wires that jut out of CORBEN's forehead and brings them over to the metallic skull. LEX opens a panel on the skull's forehead revealing three holes. LEX attaches the wires into the hole, one at a time. LEX clicks a button on the skull and an electric current surges between CORBEN and the skull. After a few moments, the current dies down and the lab is silent. LEX removes the wires from the skull and clicks another button. Suddenly, the eyes of the skull light up. LEX is showered in its bright green glow.

EXT. KENT FARM

The Kent Farm is quaint and quiet in the afternoon sun.

EXT. KENT BARN

CLARK stands on top of the barn, mending a broken spot on the roof. He has grown a thin beard which is the simple result of not shaving. He wears blue jeans and doesn't have a shirt on. He is holding a stack of long wooden boards in one hand and placing them on the roof with the other hand. He sets them down and then looks around the roof, trying to find something.

CLARK: Where'd I put that hammer?

CLARK jumps off of the roof and flies down to the ground. He looks around for his hammer. There is a large stack of hay and a tractor next to the barn. CLARK grabs the stack of hay and lifts it up into the air. He looks around where the hay used to sit but there is no hammer. He grabs the tractor with one hand and lifts it into the air. The hammer is lying on the ground where the back wheel of the tractor used to be. CLARK bends down, while still holding the tractor, and picks up the hammer. As CLARK sets down the tractor, LOIS comes into view. She is standing on the other side of the tractor looking at CLARK. CLARK stops as he sees her. LOIS smiles.

LOIS: Now I know why you were so annoyed when I beat you in that arm wrestle at the Christmas Party.

CLARK: You shouldn't have come...

CLARK walks away and into the barn.

INT. KENT BARN

CLARK riffles through a box of nails, picking out a handful of them. LOIS walks up behind him.

LOIS: You're parents told me you were out here. They seem like nice people. You never mentioned them at work.

CLARK doesn't respond.

LOIS: I had to hack into your personnel files at the Planet to find this place. It's nice. Quieter than the city.

CLARK takes his nails and heads back outside.

EXT. KENT BARN

LOIS follows CLARK outside.

LOIS: Clark!

LOIS stops CLARK.

LOIS: I'm sorry I walked out on you that night. It was just a little too much to handle all at once, you know?

CLARK: You should've stayed away.

LOIS: It's been three weeks... The crime rate in Metropolis has skyrocketed... They need you...

CLARK: No... They need Superman... and Superman is gone...

LOIS: He doesn't have to be.

CLARK: Lois! I'm sorry! But I can't do it anymore. You saw what happened! I can't control it anymore. Corben was right. It was only a matter of time...

LOIS: Corben was a sick twisted sociopath. He was trying to get you to think like this.

CLARK: Thanks to me we don't have to worry about him anymore.

LOIS: Clark... You're only human... We make mistakes all the time...

CLARK: But that's the problem! I'm not human! I don't belong here... I don't belong anywhere...

LOIS: Yes you do... You belong with me...

LOIS walks up close to CLARK and puts her arms around his neck. LOIS looks deeply into CLARK eyes. CLARK, emotionless, pulls LOIS's arms away.

CLARK: I'm sorry Lois. But I can't...

CLARK kicks off the ground and flies back up to the roof of the barn. LOIS is left in a cloud of dust.

LOIS: You know, for someone who always complained about it, I think it is you who doesn't understand what Superman is all about.

LOIS walks away. CLARK watches from the roof as LOIS leaves. Close up on CLARK. CLARK is filled with conflict and remorse.

INT. KENT FARM HOUSE

JONATHAN watches from the front screen door as LOIS gets in her car. JONATHAN turns and looks at CLARK. CLARK watches as LOIS's car pulls away and waits a while, watching her leave. Then CLARK goes back to work on the roof. JONATHAN stands in the doorway for a while, thinking.

INT. NEWSROOM

LOIS taps CLARK's glasses up and down on her desk. The light coming in through the windows of the Newsroom shine through the glasses and cast a light shape on the desk. LOIS watches it bounce across the desk. LOIS's phone rings and she lazily picks it up.

BIBBO (OS): Lois? Dis is Bibbo!

LOIS perks up.

LOIS: Bibbo! How's it going?

INT. BIBBO'S BAR

BIBBO stands behind the bar talking into the phone.

BIBBO: Oh jest fine! Ya know, da ushal.

INT. NEWSROOM

LOIS: What's up?

INT. BIBBO'S BAR

BIBBO: Ya know how's you told me ta watch out fer Lexcorp stuff?

LOIS (OS): Yeah?

BIBBO: I ran inta my friend Frank today. He works down by da docks. And he told me that a few weeks ago when theys was cleanin' up Warehouse 14, that he swears he seen a big ole Lexcorp truck takin' John Corben's body.

INT. NEWSROOM

LOIS: Really? Why would they take Corben's body?

BIBBO (OS): Don't know! But I thought that was purdy weird, so's I thought I'd tell ya.

LOIS: That is so weird...

MERCY (OS): It gets weirder...

LOIS turns around and comes face to face with MERCY.

BIBBO (OS): So's I was thinkin', if...

LOIS: Bibbo... I'll have to call you back

BIBBO (OS): Oh, ok... well it was nice ta talk ta...

LOIS lowers the phone to the receiver and hangs it up as BIBBO continues to talk.

LOIS: Well, well, well. If it isn't Luthor's personal Hench-Wench.

MERCY: Very witty. Did you come up with that on your own?

LOIS: That's why they pay me the big bucks.

MERCY: Look, I don't like you and you don't like me...

LOIS: An understatement...

MERCY: ...But... right now I think we can help each other.

LOIS: Really? What could I possibly want from you?

MERCY: Six months ago you hacked into the Lexcorp mainframe.

LOIS: Yeah... but good ole Lexy was able to rewrite the logs before the story could go to print.

MERCY: I know...

LOIS: Ok, what is this all about? Are you trying to brag or something?

MERCY: No... I want you to do it again...

LOIS gives MERCY a suspicious look. MERCY returns a serious one.

INT. KENT FARM HOUSE

CLARK walks into the house after a long day of work. He walks up the stairs and down the hallway toward his room. CLARK opens his door and comes into the dark room.

INT. CLARK'S ROOM

CLARK flips on the lights and is startled as JONATHAN's shape in the corner is illuminated.

CLARK: Oh my God... Pa... You scared me...

JONATHAN doesn't respond to CLARK. He just stands in the corner holding onto a strange looking object. CLARK looks at JONATHAN strangely.

CLARK: Um... Dad? What are you doing?

JONATHAN turns around towards CLARK. The object in his hand is revealed to be a small model car. It looks crudely made and the wheels are skewed just a little. CLARK looks at JONATHAN, waiting for a response.

JONATHAN: Do you remember this?

CLARK looks at model car.

CLARK: Um... no?

JONATHAN: When you were about 9 or 10 years old your school had a model car race. You were so excited about it. You talked about it for months. And when it came time to build it, you wanted to do it all by yourself. I kept asking you if you wanted help but you said "no" every time. You were so stubborn that way. You're still stubborn that way.

JONATHAN laughs a little bit.

JONATHAN: Anyway, the day of the race came and you were just busting with excitement. You were so proud of the racecar you built. But when the cars were released, yours went halfway down the track and stopped dead while all of the other cars flew pass the finish line. I can still remember the look of disappointment in your eyes. It was heartbreaking. You cried all the way home. And when we got home you threw the little racecar in the trash and ran straight to your room. But that night, when everyone was asleep, I crept downstairs and took the racecar out of the trash and put it up in my closet. You see, Clark, when you were about 9 or 10 years old, we started to notice your powers. And God, it scared the hell out of us. Your mother and I just didn't know how to handle you. And some nights we sat up for hours fighting and shouting and crying. And on those nights, I would go up into my closet and take down that racecar. Its funny uneven shape. Its wobbly little wheels. I would sit with it for hours. Because, you see Clark, every time I looked at it, it reminded me that you were just like us. You had all of these amazing powers. Powers I didn't understand. Power I don't think I ever would understand. But when I would look at this car I would remember that you could fail. You could fail at something even with all your powers. You were my little boy. You were just like us.

JONATHAN looks up at CLARK. CLARK looks down at the racecar and then looks up at JONATHAN.

CLARK: But that's the problem... I'm not...

CLARK turns and leaves the room. JONATHAN watches him leave and sits down on CLARK's bed. JONATHAN looks down at the racecar and sighs heavily.

EXT. LEXCORP BUILDING

The Lexcorp building stands in the darkness of night.

INT. COMPUTER LABORATORY

LOIS and MERCY sit in a laboratory filled with computers. LOIS sits at a computer terminal typing away. MERCY sits next to her, looking over her shoulder.

LOIS: And this alien computer...

MERCY: ...Brainiac...

LOIS: Yes... um... Brainiac... He's been helping Lex?

MERCY: Yes, the technologies he gave us advanced Lexcorp farther than we could have ever dreamed. But it came with a price. Brainiac made a deal with Lex. He would give Lex all of his technology and knowledge in exchange for the means to destroy Superman.

LOIS: Destroy Superman!?

MERCY: I know... He never explained why he wanted to kill him. And Lex is blinded by his own hatred for Superman that he never questioned it.

LOIS: How are they planning to kill him?

MERCY: That's the problem. Recently, they have become strangely secretive. And I'm afraid that Brainiac is leading Lex into something dark. I'm really worried about Lex.

LOIS stops typing at looks at MERCY

LOIS: I don't get you. Obviously, you are a very smart person. Why on earth do you care so much for Lex Luthor?

MERCY: I love Lex. I know you don't understand that. It is no secret that you have been trying to sabotage him ever since you met him. But there is a side to him that no one sees. A side that he's shown me. And whatever Brainiac has got him doing, it is overpowering the part that I love. And if he loses the small amount of love in his soul, all that is left is hate. And you know, as well as I, that the world does not want a Lex Luthor like that.

LOIS nods her head readily and goes back to the computer. They sit in silence for a second. LOIS's typing comes to a crescendo and...

LOIS: There! I'm in!

MERCY stops and looks at LOIS suspiciously.

MERCY: By the way, how were you able to break into here before? All of the timed locks, the cameras, the security codes?

LOIS: I had Clark with me and... Oh... right... That explains a lot...

MERCY: What?

LOIS: Oh... never mind.

LOIS clicks something on the computer.

LOIS: I think I found something. There is some form of code written between the programs. It is so compact! I've never seen anything like this before.

MERCY: Can you access it?

LOIS: You don't get it. This is more advanced than anything in this world. Even if I could access it, I could never understand it.

Suddenly the computer screen goes blank and shorts out. The lights in the lab dim and flicker. LOIS and MERCY look around in fear and confusion. Then, from the shadows, a voice speaks to them.

BRAINIAC (OS): Humans often do not understand...

LOIS and MERCY turn around slowly. From the back of the room a shadowed figure begins to move toward them. As the figure moves closer, the computers that clutter up the room start to flicker and blink. Close up on LOIS. LOIS's face fills with horror as the figure draws nearer.

LOIS: Oh my God...

EXT. THE FORTRESS OF SOLITUDE (DEBRIS)

The vast wasteland of the Fortress of Solitude stands broken in the Antarctic air. The cracked and shattered structures lie motionless in the snow. Cold winds wind through the abandoned fortress. CLARK flies down from the sky and lands on the ground. He looks around at the ruins of the Fortress of Solitude. Close up on CLARK

CLARK: Father... I... I need help... I don't know what to do... I know you can't hear me... But... I really wish you could...

INT. KENT FARM HOUSE

MARTHA sits at her computer, typing away. JONATHAN comes up behind her and kisses her on the neck. MARTHA jumps a little bit.

MARTHA: Oo, you scared me!

JONATHAN: Ah, you liked it.

JONATHAN starts to kiss down her shoulder. MARTHA laughs and giggles at his touch.

MARTHA: Stop it! Stop it! Clark might see us!

JONATHAN pulls away.

JONATHAN: Oh, I don't think we have to worry about that.

MARTHA turns around to him.

MARTH: What do you mean by that?

JONATHAN: I tried to talk to him. You know, about all the stuff that's been happening but...

MARTHA: Did you scare him off?

JONATHAN: No, I think he just wanted to be alone.

MARTHA: He really worries me Jonathan. When Clark goes to dark places, he never finds answers.

JONATHAN: The whole world has gone to dark places.

JONATHAN taps on the computer screen. Close up on the computer screen. The screen is on a news website. The website has the pictures of the SUPERMAN at the Corben Casino and at Warehouse 14. The camera zooms back out to JONATHAN and MARTHA.

JONATHAN: Why are you looking at this stuff?

MARTHA: I just can't believe all the things they are saying about Clark.

Suddenly the computer screen goes black. And the BRAINIAC symbol flashes on the screen.

MARTHA: What...

The screen goes back to normal.

JONATHAN: What just happened?

MARTHA: I don't know...

MARTHA starts typing on the computer. The phone rings in the background. JONATHAN turns his head to the sound.

JONATHAN: I'll get it.

JONATHAN takes off toward the phone. MARTHA continues to type on the computer, trying to understand what just happened. JONATHAN picks up the phone and puts it to his ear.

JONATHAN: Hello?

A high pitched screeching sound resonates from the receiver. It is a metallic and artificial noise. The noise fills the room. JONATHAN and MARTHA wince at the sound and then their eyes go blank. They both collapse to the ground as the noise stops.

EXT. THE FORTRESS OF SOLITUDE (DEBRIS)

CLARK stands in the middle of the wasteland.

CLARK: Father! Please! I need to know what to do! Please!

The sound of CLARK's voice echoes through the freezing air.

CLARK: I thought I was doing the right thing... I thought this is what you wanted... But you were never here for me... you abandoned me...

CLARK fills with anger.

CLARK: Do you hear me! You abandoned me! You never told me it would be like this! You never told me! Why!

CLARK crumples to the ground and starts pounding the ground with his fists.

CLARK: Why! Why! Why! Why!

CLARK goes limp and slumps to the ground, weeping.

CLARK: I've failed you... You gave me your life... and I've wasted it... Wasted it on a stupid costume. A stupid idea. Why... why did you make me so human...

CLARK stands up quickly.

CLARK: Father!

CLARK's voices echo with no answer. CLARK stands there for a second in the cold air.

CLARK: You're not here... you were never here...

CLARK kicks off the ground and flies into the air, leaving the fortress to once again stand alone in the Antarctic winds.

EXT. KENT FARM HOUSE

The Kent house is silent in the night. There are no lights on or sounds coming from the empty house. CLARK flies down and lands on the roof next to his bedroom window. He opens the window and crawls into the house.

INT. CLARK'S BEDROOM

CLARK jumps down from his window and lands hard on the floor. He looks around his room. CLARK's eyes land on the old model racecar. JONATHAN had left it in the room. CLARK walks over to it and picks it up. He examines it in his hands. CLARK sighs heavily.

INT. HALLWAY

CLARK walks down the hallway toward JONATHAN and MARTHA's room. CLARK comes up to their door and sighs again. He knocks on the door.

CLARK: Pa? I know it's late but I just... I wanted to...

CLARK knocks again. There is no response.

CLARK: Pa? Are you asleep?

CLARK slowly opens the door and walks into the dark room. JONATHAN and MARTHA's bed is empty and has not been touched. CLARK looks at this sight in confusion. He leaves the room and heads downstairs.

INT. KENT LIVING ROOM

CLARK walks into the empty living room. There are small signs of struggle. A chair is overturned and the telephone is hanging on the ground, the jarring sound of its beeping filling the room. The room is also flickering with light, emanating from the computer screen.

CLARK: Oh my God... Mom! Dad!

CLARK rushes into the room, waiting for an attack, but there is nothing. CLARK walks over to the flickering computer. On the computer the BRAINIAC symbol is flashing. CLARK looks at the symbol confused. Then the screen goes blank and a small line of words appear in the center of the screen. Close up on the screen. On the screen are the words, "Kal-El, Your presence is required at the Lexcorp Building." The camera zooms back out to CLARK. CLARK's eyes fill with anger and rage.

INT. LEXCORP COMPUTER ROOM

LEX sits in the middle of the computer room. He is typing away furiously at the keys. MERCY is tied to a chair in the corner. LOIS is no where to be seen.

MERCY: Lex!

MERCY screams at LEX but LEX continues to type away as if he didn't hear her.

MERCY: Lex, I know you can hear me! You can't do this! You don't know what you're doing!

LEX barks back at her, not turning from the computers.

LEX: I know exactly what I'm doing! I'm going to rid this world of Superman!

MERCY: Lex! Please! We can't trust him! Just look at what he did to Milton! To Corben! What he's doing to you!

BRAINIAC's voice echoes from the shadows of the room.

BRAINIAC (OS): She is beginning to slow your work. Maybe we should kill her...

LEX spins toward the shadows.

LEX: No!

The shadowy form of BRAINIAC is seen walking behind the computer screens. The outline of his body is strangely shaped.

BRAINIAC: I have kept her alive at your request. She has no part of our plan.

LEX: Just give me a second...

BRAINIAC: We do not have the time. My tracking sensors have triangulated Superman's flight pattern. His arrival is eminent.

LEX: I'm almost done...

LEX continues to type.

MERCY: Lex... you have to listen to reason. This machine is deceiving you...

LEX: Shut up!

Suddenly alarms start to fill the room.

BRAINIAC: Superman has entered the building. He will discover us momentarily.

LEX: I know, I know!

LEX's typing comes to a crescendo and with a final click...

LEX: There! Systems ready!

There is a crashing sound from outside of the room. Suddenly the walls split apart and SUPERMAN flies into the room.

SUPERMAN: Luthor!

LEX gets up off the chair and looks up at SUPERMAN. LEX smiles and starts to walk toward SUPERMAN.

LEX: It's so nice to see you.

As LEX gets closer, SUPERMAN's eyes light up and a hot red beam shoots from his eyes and splits the ground in front of LEX.

SUPERMAN: Keep your distance, Luthor.

LEX gropes the Kryptonite ring on his finger. LEX smiles devilishly.

LEX: Why would you want me to do that?

LEX starts to laugh.

SUPERMAN: This ends here!

BRAINIAC (OS): Nothing ever ends... It is a quantifiable certainty.

SUPERMAN lands on the ground and looks around the room.

SUPERMAN: Who was that? Who else is here? Who do you have helping you now Luthor?

LEX: Actually... it's quite the other way around.

The shadows behind the computer screens start to move. A figure becomes silhouetted in the darkness. It moves toward the light. Its shape is oblong and angular. Close up on SUPERMAN. SUPERMAN's eyes widen with disgust and disbelief.

SUPERMAN: Milton...

BRAINIAC steps out into the light of the computer room. It is MILTON, or what is left of him. On his forehead, the three circles shine brightly in the dimly lit room. His hair has completely fallen out and his skin is a sickly shade of the green. Actually, the only part of MILTON left seen is his head. The rest of his body is shrouded in a metallic covering that seems somehow alive. Gears, clamps, antennas, wheels, and fans undulate across his body. He is a living computer. He walks strangely toward SUPERMAN with a metallic tick in his step. His dull and lifeless eyes survey SUPERMAN. His voice and mouth moves but it is not MILTON's voice. It is a strange cold voice.

BRAINIAC: The life form known as Milton Fine has ceased to exist. I am the Brain Interactive Construct and you, Kal-El, have been quite the experiment.

SUPERMAN: What the hell have you done...

BRAINIAC: A simple equation. An equation that will be fully explained to you in due time. However, right now, there is another pressing matter to attend to. Alexander Luthor…

BRAINIAC nods to LEX. Close up on LEX. LEX smiles.

LEX: Yes, Superman. A ghost is dying to meet you.

MERCY: Superman! Get out of here!

LEX presses a button on the computer consul. A hatch opens up in front of SUPERMAN. From the hatch, CORBEN rises up on a lift. He is wearing only some form fitted shorts. His skin looks somehow glossy and fake and his muscles seem exaggerated and pronounced. CLOSE up on CORBEN. CORBEN's eyes blink to life with a short burst of green glowing behind his retinas. Close up on SUPERMAN. SUPERMAN's face fills with fear and remorse.

SUPERMAN: Corben...

CORBEN steps off the lift with a smile. His voice is somewhat metallic in tone. For the following, SUPERMAN slowly walks backward as CORBEN stalks him through the room.

CORBEN: Hello there S-Man... Did you miss me?

SUPERMAN: Corben... what have they done to you...

CORBEN: They made me what I always wanted to be... You... but stronger...

SUPERMAN looks over at LEX.

SUPERMAN: Luthor... you have to stop this...

CORBEN: Luthor isn't going to stop anything.

SUPERMAN: Corben... I can help you... whatever this is... I can help...

CORBEN: Help me? You killed me!

SUPERMAN: I didn't...

CORBEN: How did it feel? To murder someone? It felt good, didn't it?

SUPERMAN starts to break down.

SUPERMAN: I'm so sorry...

CORBEN: The power of a human life... In your hands... The power to hold... to destroy... That power is intoxicating... Isn't it...

SUPERMAN: ...Stop... please...

CORBEN: I always wondered what that power would be like in my hands... And now I know... And it feels so good...

SUPERMAN: Corben...

CORBEN: It was a fun game S-Man... But now... the game's over... and you will die...

The skin on CORBEN's chest begins to move and crease. A small door shape is made in his skin, green light glows behind the cracks. Close up on SUPERMAN. SUPERMAN looks on in horror. Close up on CORBEN. CORBEN smiles. CORBEN's chest opens up completely, revealing a chamber full of wires and tubes connected and leading to a large shard of Kryptonite. The Kryptonite shines brightly upon SUPERMAN. As its rays reach SUPERMAN he screams in pain and collapses on the floor.

CORBEN: They tell me it's called Kryptonite. Some kind of meteor or something.

SUPERMAN starts to crawls away from the Kryptonite's deadly rays. CORBEN pursues him, slowly.

CORBEN: Power capacity is off the charts. It absorbs, contains, and creates massive amounts of energy. It's what powers this magnificent body. But you know what?

CORBEN bends down and grabs SUPERMAN with one hand and lifts him into the air. SUPERMAN writhes in pain as he is drawn closer to the Kryptonite.

CORBEN: I don't care what it is. I only care what it does...

CORBEN smiles. Power begins to surge through CORBEN's body. Underneath his synthetic skin, hot electricity begins to build and flow toward his chest. The Kryptonite begins to glow brighter. Close up on SUPERMAN. As the green glow over SUPERMAN's face begins to become brighter, SUPERMAN's face fills with panic. Suddenly, a searing Kryptonite beam shoots out from CORBEN's chest and blasts SUPERMAN and half of the ceiling into the Metropolis night. CORBEN smiles and prepares to jump after him. He is stopped by LEX's voice.

LEX: Corben!

CORBEN turns around. Close up on LEX.

LEX: Make him suffer...

CORBEN smiles devilishly back at LEX then turns around. CORBEN leaps through the hole in the ceiling, in pursuit of SUPERMAN.

INT. BIBBO'S BAR

A group of rough and dirty men sit at a table in Bibbo's Bar laughing and drinking beer. BIBBO walks up to them with a bunch of mugs of beer. BIBBO is wearing his Superman T-shirt. It is now a little more worn down and greasy.

BIBBO: Aw'right yous guys! Are ya gonna order some foods or just drink beer all night!

MAN #1: If you keep bringin' um, who needs food!

BIBBO laughs warmly. The camera shows MAN #2 spotting BIBBO's Superman shirt. MAN #2 stands up.

MAN #2: Gees Bibbo! I can't believe you're still wearin' that!

BIBBO: Wearin' what?

MAN #3: That murderer's T-shirt!

BIBBO realizes what he means. The rest of the men start to laugh.

MAN #1: Bibbo. Haven't you heard? That guy kills children and stuff!

MAN #3: He's gone all crazy!

BIBBO is getting increasingly frustrated.

MAN #2: You don't want them to take you to the nuthouse, do ya?

Suddenly BIBBO punches MAN #2 in the jaw, sending him sprawling on the floor. The other men stand up.

MAN #3: Bibbo!

MAN #1: What the...

BIBBO: No one says that 'bout Soop'man! He ain't crazy!

MAN #1: Bibbo! He freakin' murdered Corben!

BIBBO: Get out!

MAN #: What?

BIBBO: Get outa here! I don't want nobody in here that says doze things 'bout my fav'rit!

BIBBO reaches down and grabs MAN #2 off the ground. MAN #2 is holding his jaw, somewhat dazed. BIBBO drags him across the floor by his collar.

EXT. BIBBO'S BAR (NIGHT)

BIBBO throws MAN #2 out through the front door. The rest of the men follow.

MAN #1: Come on Bibbo!

MAN #3: We haven't even finished our beers!

BIBBO: Get out 'n stay out!

Just then, there is a large explosion as SUPERMAN, like a torpedo, plummets to the street in front of them. The cement splits, cracks, and bursts open as he skids down the street. People scream as debris flies through the air.

BIBBO: What'n God's good name!

The sidewalks begin to crowd with curious people. Dust and debris clouds the air. SUPERMAN suddenly stumbles out of the haze. He is unstable on his feet and worn down. His costume is slightly torn and dirty.

SUPERMAN: Everyone... get...out...

BIBBO rushes up to SUPERMAN.

BIBBO: Soop'man!

SUPERMAN collapses into BIBBO's arms. BIBBO lays him down on the ground and kneels next to him

BIBBO: Soop'man? What happened to ya?

SUPERMAN: Bibbo... you have... to get...

BIBBO: None o' that! Come on...

CORBEN (OS): You should listen to him...

BIBBO turns around. CORBEN is walking through the debris toward SUPERMAN. His eyes burn green. BIBBO rising from the ground, facing off with CORBEN.

BIBBO: You stay away from Soop'man!

CORBEN: This does not concern you.

BIBBO picks up a long piece of cement debris, ready to use it as a club. CORBEN continues to walk slowly towards him.

BIBBO: If'n anyone is gonna pick a fight with my fav'rit, they's gonna have'ta come through me!

CORBEN stops and sighs.

CORBEN: Fine. Have it your way.

BIBBO charges at CORBEN with the cement club. With all of his strength he brings it down on CORBEN's head. CORBEN stands unmoved as the dust settles. CORBEN smirks and raises his fist for a punch. BIBBO's face fills with terror. But just as CORBEN's fist is about to strike, SUPERMAN, from out of nowhere, pushes BIBBO aside and catches the punch in his hand. The two supermen stare at each other.

SUPERMAN: This is between you and me.

CORBEN: Yes... it is...

CORBEN reaches over with his other hand and grabs SUPERMAN's wrist. Seemingly without effort, CORBEN wrenches SUPERMAN's arm to the side. SUPERMAN is filled with pain as his arm twists the wrong way. The pain brings him to his knees and with a smile CORBEN sends his fist into SUPERMAN stomach. The cracking sound of steel against steel echoes deeply. The camera zooms out above SUPERMAN and CORBEN: Another painful crack pierces the night. The camera zooms out even more: The sharp sound resonates again. Even louder this time.

INT. LEXCORP COMPUTER ROOM

LEX and BRAINIAC stand in front of the computer screens watching monitors around the city show SUPERMAN being thrashed around by CORBEN. LEX looks on intently with a danger gleam in his eyes. The camera brushes past them to MERCY who is struggling against her restraints. Her voice is hoarse from shouting.

MERCY: Lex! Please! If you love me...

LEX turns toward her.

LEX: Love?

MERCY looks towards LEX with hope. LEX walks toward her and kneels in front of her.

LEX: Love?

LEX delicately takes MERCY's face in his hands.

LEX: ...I never loved you...

LEX shoves MERCY's face out of his hands. And stands up.

LEX: There is no love. Only revenge.

MERCY recovers and looks up at LEX.

MERCY: You're lying. I know you are.

LEX seems somewhat unsure. He opens his mouth to respond but can't find the words. Frustrated, he goes back to the computer screens. Close up on the back of MERCY's chair. The ropes that are tied around her wrists are starting to loosen.

EXT. METROPOLIS DOWNTOWN (NIGHT)

Metropolis is bright and full of sounds. Headlights and brake lights clog the busy streets. On a busy raised highway that winds through the city, cars shuffle pass each other in the night. Suddenly SUPERMAN crashes up through cement road creating a whole in the highway. Cars skid and pile up as they try to dodge SUPERMAN or the large crack in the road that leads to the streets below. SUPERMAN is bruised from CORBEN's attacks. Blood runs down from his lip and his costume is slightly torn. CORBEN's laughter is heard in the background. The camera switches to CORBEN. CORBEN jumps up through the hole without effort.

CORBEN: I love Metropolis at night. It's so bright and busy!

CORBEN suddenly begins to toss the cars off the highway and down to the streets below. Laughing manically as he does it. The screams of the panicked drivers in the plummeting cars are heard as they careen through the air. CORBEN turns around, a huge smile on his face when a large red beam of hot energy knocks CORBEN back. The camera switches to SUPERMAN. SUPERMAN's eyes are burning red with his heat vision.

SUPERMAN: These are innocent people! Leave them out of this!

CORBEN: Innocent! They are all apart of the same disease!

CORBEN lifts his foot and with a tremendous crash, slams it into the road. The raised highway begins to crack and collapse under the strain. The cement begins to crumble under SUPERMAN's feet.

SUPERMAN: NO!

SUPERMAN dives under the raised highway and tries to lift it up and keep it together to try to save the lives of the remaining cars. He strains against the weight and seems to be holding it steady just as a blast of Kryptonite energy knocks him from his supporting position under the crumbling highway. In his wake the highway caves in on itself and the rest of the cars are sent flying through the air. Car horns, screams, and cement debris fill the camera's view.

EXT. METROPOLIS STREETS

SUPERMAN picks himself off the ground, a little slower than usual, and looks on in horror as the dust of the fallen highway fills the air. CORBEN steps out of the rubble laughing.

SUPERMAN: You maniac! You demented sociopathic maniac!

CORBEN: Sticks and stones...

With an angered roar SUPERMAN charges at CORBEN. Close up on CORBEN. CORBEN smirks. The camera switches to a wider view. SUPERMAN attacks CORBEN with all his strength. SUPERMAN punches CORBEN in the stomach, in the jaw, in the chest. CORBEN recoils from each attack but doesn't seem to be affected by the blows. SUPERMAN ends with an uppercut which sends CORBEN head back a little. As CORBEN lowers his head back he begins to laugh.

CORBEN: You're like a child!

SUPERMAN bears down and with a reverberating crack punches CORBEN in the jaw. This time he uses every ounce of energy he has and CORBEN is taken by the force of the punch. CORBEN flies backward through the air and lands hard on the street. SUPERMAN doesn't waste a moment and charges at CORBEN again. This time, as he gets closer, SUPERMAN jumps into the air and shoots a red hot beam of energy at CORBEN. CORBEN retaliates with a green beam of Kryponite energy. The two energy blasts meet and struggle against each other. SUPERMAN hovers over CORBEN, pushing into the blast. CORBEN leans back against the force. The two beams connect in a white hot apex that grows larger and larger. Close up on SUPERMAN. SUPERMAN bears down with all his strength. Close up on CORBEN. CORBEN smiles manically. The camera pans around. The buildings surrounding CORBEN and SUPERMAN are beginning to buckle under the pressure of the energy blasts. Reaching a breaking point, the apex of the combined beams of energy explode between SUPERMAN and CORBEN. A large sphere of energy and fire rises from the streets and slams into the surrounding buildings. Not being able to withstand the explosion, the buildings crumble to the ground, layering the street with rubble and debris. There is a moment of silence. The rubble begins to move and SUPERMAN crawls out of the wreckage. He is weak on his feet and seems completely spent. Uneasily, SUPERMAN stands up and looks around the rubble for CORBEN. CORBEN is no where in sight. SUPERMAN falls to one knee, trying to catch his breath. From behind SUPERMAN, a green light begins to glow. SUPERMAN does not notice it. Rising behind him, CORBEN is revealed. The explosion has torn his synthetic skin. His face has been torn in half. On one side, the face of JOHN CORBEN stares down at SUPERMAN. On the other side, a terrifying metallic skull with glowing green eyes glares lifelessly at SUPERMAN. The rest of CORBEN body has been demolished as well. Ragged strips of synthetic skin hang off his metallic ribs. And while one of his legs remains muscular and pink, the other is a shining metallic skeleton of a leg. There is a deep gash in his right arm, exposing the metal underneath. SUPERMAN realizes that there is something behind him and slowly turns around. Close up on SUPERMAN. SUPERMAN's eyes fill with terror.

SUPERMAN: Oh my God... Corben...

CORBEN reaches down and lifts SUPERMAN into the air.

CORBEN: Corben is dead my friend... I am... Metallo.

CORBEN grabs SUPERMAN with his other hand and lifts him over his head. He begins to laugh. Then with tremendous force, hurls SUPERMAN into the air.

EXT. WAREHOUSE 14 (DEBRIS)

SUPERMAN skids across the sides of buildings, leaving craters in the brick and cement. He crashes down on the ground in front of the rubble that was once Warehouse 14. He picks himself off the ground uneasily and with a wet cough, spits out dark blood. His face is bruised and bloody and his costume is torn. He struggles to find footing.

CORBEN (OS): Isn't this familiar...

The camera pans up to reveal CORBEN walking lazily toward SUPERMAN.

CORBEN: A SUPERman killed me here once. And now... a superMAN is going to kill you...

SUPERMAN struggles to get away from CORBEN. CORBEN easily looms above his scrambling body.

CORBEN: I hope you enjoyed being the bad guy...

SUPERMAN: I'm... not... the... ba...

CORBEN doesn't give SUPERMAN time to finish his last words. CORBEN's chest opens up, letting the Kryptonite rays escape once again. SUPERMAN writhes in pain on the ground. He tries to crawl away but the Kryptonite is taking all of his strength. CORBEN begins to laugh slowly.

NEWS ANCHOR (VO): ...I warn you, some of these images may be disturbing...

The camera travels throughout Metropolis.

EXT. METROPOLIS

NEWS ANCHOR (VO): It is unclear how this incident began...

INT. PERRY WHITE'S HOME

PERRY stares at the TV in disbelief.

NEWS ANCHOR (VO): ...It cannot be confirmed, but eye witness reports have stated that Superman, who has, for many weeks, remained absent from Metropolis, is now battling against some super-human assailant...

INT. LANA'S APARTMENT

LANA's looks on through hot tears.

NEWS ANCHOR (VO): ...Once again, we cannot confirm this information, but it seems that this attack was provoked by the late John Corben, the man that Superman supposedly killed in the Warehouse 14 incident not that long ago...

INT. POLICE STATION

Everyone at the Police Station is gathered around the TV. TURPIN and SAWYER look on with distain.

NEW ANCHOR (VO): ...The reports of injured and dead have been attributed to this sudden attack. And the collapse of Highway 96 is a direct result of the aftermath...

INT. BIBBO'S BAR

The bar has been cleared out and BIBBO sits alone at the bar with a bottle of whiskey, watching the TV gravely.

NEWS ANCHOR (VO): ...As you can see from the footage, it is unclear who this attacker may be...

INT. STAR LABS

HAMILTON stands in a dark lab watching the TV intently.

NEWS ANCHOR (VO): ...What is clear is that Superman is losing. Somehow, Superman is losing this fight...

EXT. WAREHOUSE 14 (DEBRIS)

SUPERMAN's skin has turned a sickly green in the glow of the Kryptonite. In the background, people have begun to gather to see what is happening. CORBEN looks down at SUPERMAN with madness in his eyes.

CORBEN: They told me this rock is from the planet you came from. Isn't that ironic. This rock gave you life... and now it will take it away.

Close up on SUPERMAN. His eyes widen with remembrance.

HAMILTON (VO): It would seem then that lead, one of your weaknesses, is now one of your strengths.

CORBEN (VO): Do you like what I've done with the place? You know, lead lining these days is in quite a demand.

POV of SUPERMAN. Large sections of the lead lined walls of Warehouse 14 lay spread out to the sides of SUPERMAN. With painful determination SUPERMAN reaches out for a piece of the debris. The camera switches to CORBEN. CORBEN looks at SUPERMAN's attempt to grab the piece of debris. CORBEN smirks.

CORBEN: Still have some fight in you, huh?

The Kryptonite begins to glow brighter in his chest. SUPERMAN winches from the rush of pain. Close up on SUPERMAN's hand. SUPERMAN's fingers crawl across the lead slab, trying to find a grip on it. The camera switches back to CORBEN.

CORBEN: You are so pathetic. I hope the world is watching. Maybe they'll learn something.

Close up on SUPERMAN's hand again. SUPERMAN has found a good grip, and clenches the debris tightly. Close up on SUPERMAN. With all of his strength, SUPERMAN lifts up the debris and slams it into the ground in between himself and CORBEN. CORBEN begins to laugh.

CORBEN: You missed!

From behind the lead sheet, SUPERMAN begins to regain his powers. The lead shield is working. The camera switches to CORBEN. He is still laughing wildly.

CORBEN: What are you trying to do? Hide from me!

SUPERMAN (OS-behind the debris): I'm not... hiding...

SUPERMAN steps out from behind the debris. He is holding up another piece of debris like a shield. CORBEN frowns.

SUPERMAN: I'm winning...

SUPERMAN drops the shield and throws a lead shard that he was hiding in the other hand. The shard spins through the air and, in a last moment of surprise from CORBEN, slams into his chest compartment, shattering the Kryptonite into pieces. CORBEN steps back uneasily, clawing at the lead shard in his chest. His body begins to move strangely and rigidly as his Kryptonite power supply is emptied. The green glow behind his eyes begins to flicker. His voice begins to warp.

CORBEN: Wait... wait... I... you... no... w..a...i...t...

CORBEN's body goes completely rigid; his jaw moves in a repetitive clicking motion. Sparks begin to shoot from his chest compartment. SUPERMAN gasps just as CORBEN explodes in a cloud of metal and green.

INT. LEXCORP COMPUTER ROOM

LEX furiously stares at the monitor.

LEX: NO!

BRAINIAC looks on in a calculating amusement.

BRAINIAC: Yes.

LEX spins around towards him.

LEX: What! No! You said this would kill him! You promised!

BRAINIAC looks coldly at LEX.

BRAINIAC: Alexander Luthor. You have outlived your usefulness.

BRAINIAC raises his arm and tentacles shoot out and wrap themselves around LEX's neck. LEX is raised into the air, struggling against BRAINIAC's grip. The camera switches to MERCY, her face is filled with fear.

MERCY: Lex! No!

With all of her strength, MERCY frees herself from the ropes. She stands up and looks at BRAINIAC with anger and determination. MERCY charges at BRAINIAC. She jumps into the air, her leg outstretched, poised to kick him when suddenly she stops in midair. BRAINIAC looks at her strangely then with a twitch of his head she flies through the air and slams into the wall. MERCY falls to the ground sending computer and wall debris dancing along the floor. BRAINIAC turns his attention back to LEX. LEX struggles against BRAINIAC. LEX gasps under the tentacles grip as he slowly runs out of oxygen. LEX's eyes burn with suffocated hatred. BRAINIAC turns LEX around in his grip, surveying his features coldly.

BRAINIAC: Perhaps there is still a use for you...

The circles on BRAINIAC's forehead begin to glow. Two beams of hot white light shoot out of his forehead and strikes LEX directly in the eyes. LEX immediately goes limp and his eyes glaze over. The camera switches to MERCY as she picks herself up from the rubble. She stares at BRAINIAC and LEX in confusion. LEX twitches strangely under the white lights. The hot light suddenly ceases and BRAINIAC begins to lower LEX to the ground. BRAINIAC suddenly jerks his head toward MERCY.

BRAINIAC: Here...

BRAINIAC tosses LEX across the room. LEX falls in a heap in front of MERCY. MERCY quickly rushes to his side and props him up in her arms.

BRAINIAC: Enjoy your... love...

Suddenly the space behind BRAINIAC begins to warp and swirl, creating a dark abyss in midair. BRAINIAC steps backward into the hole and disappears. The abyss quickly closes, leaving the room exactly as it was. The camera switches back to MERCY and LEX. MERCY turns LEX's face toward her, trying to wake him up. As LEX's face comes into the camera's view, his eyes are revealed. They stare beyond MERCY, glossed over with a white silky film. LEX is motionless; his breathing is only a reflex.

EXT. WAREHOUSE 14 (DEBRIS)

The crowd that had gathered slowly begins to inch in toward CORBEN's wreckage. Suddenly a hand becomes visible, gripping the top of the lead shield that is still stuck into the ground. The crowd recoils in fear and doubt. SUPERMAN slumps into view, barely standing up with the help of the shield. He is completely drained. His cape is just a tattered rag that hangs limply on his shoulder. His costume is torn open and ragged. And he is bleeding profusely. He lets go of the shield and attempts to walk toward the crowd. He limps and stumbles.

SUPERMAN: Plea...se... Some...one... help me...

Not being able to stand anymore, let alone walk, he falls to the ground. The crowd stares at him uneasily. A moment passes when no one moves or even seems to breathe. Finally an anonymous woman steps forward and rushes to his side. She feels that no one is following so she turns toward the crowd.

ANONYMOUS WOMA: Come on... he's hurt...

The crowd only takes a second and then they all rush to help SUPERMAN. They sit him up and start to wipe the blood off his face. SUPERMAN manages to open his eyes slightly.

SUPERMAN: Thank... you...

The space behind SUPERMAN suddenly begins to warp and spin. Suddenly, BRAINIAC steps out of the black void that has appeared in front of the crowd. The crowd recoils at the ghastly sight of the deformed MILTON. BRAINIAC grabs SUPERMAN and raises him up into the air. Presenting him.

BRAINIAC: He is mine...

BRAINIAC steps back through the void and disappears into the darkness with SUPERMAN.

Blackout.

INT. BRAINIAC MOONBASE

The blackout begins to fade away. At first there is only a fuzzy shape in view and muffled shouting in the background. As the camera comes into better focus SUPERMAN is revealed. Strange metallic restraints stretch across his chest and around his arms which are protruding out of two strangely constructed pillars. The voices in the background begin to become clearer.

VOICES (OS): Clark! Clark! CLARK!

LOIS (OS): Clark, wake up!

JONATHAN (OS): Son!

MARTHA (OS): Clark!

SUPERMAN raises his head and looks toward the voices. The camera spins to reveal LOIS, JONATHAN, and MARTHA. They stand up against the opposite wall, the same strange restraints coming out of the walls and wrapping around their wrists and bodies. The camera follows SUPERMAN's eyes as he looks around the room they are in. They are in a large chamber. Large pillars stretch up toward the ceiling. Living computer components line the walls and seem to breathe. There are wires and tubes that run along the floor of the chamber. SUPERMAN follows them across the floor. They all lead to one corner of the room where they connect into a dark figure that looms in the shadows. The shadows are pulled back to reveal BRAINIAC. He is in some form of metallic cocoon. Lights and machinery crawl across his body. The three tentacles from his forehead stretch upward into the ceiling of the chamber and disappear into the darkness. BRAINIAC's eyes are closed and he seems to be in an unconscious state. SUPERMAN examines BRAINIAC in disgust.

SUPERMAN: Where are we?

JONATHAN: See for yourself.

JONATHAN motions toward the large window in the chamber. The camera follows SUPERMAN's eyes as he looks through the window. Close up on SUPERMAN. SUPERMAN's eyes widen in surprise. The camera switches back to the window. The vast wasteland of the moon stretches out from the window. It curves into darkness as the moon retreats into shadows. And on its horizon, the Earth shines brightly in the dark space. The camera switches back to SUPERMAN.

SUPERMAN: Oh my God...

SUPERMAN stares in amazement. LOIS's voice breaks his gaze.

LOIS: Clark...

SUPERMAN turns to LOIS.

LOIS: We have to get out of here. Can you get free?

SUPERMAN looks down at his chains and strains against them. They move against his muscles but do not break. He relaxes in despair.

SUPERMAN: I... can't... I'm still too weak.

MARTHA: Clark... why have we been brought here?

SUPERMAN: I don't know...

LOIS: It's Brainiac...

SUPERMAN: Brainiac?

LOIS: Yeah, some alien computer. Brain Interaction...er...um...

A cold lifeless voice breaks their conversation.

BRAINIAC (OS): Brain Interactive Construct...

The camera pans to the dark corner. BRAINIAC has awoken. His eyes burn green from the shadows. His cocoon begins to lower to the ground. Tentacles and living wires squirm around him as he descends toward the floor. With a hiss and a cloud of dark mist the cocoon opens up and releases BRAINIAC to the chamber. BRAINIAC walks toward the restrained SUPERMAN.

BRAINIAC: That is the proper identification for my operating system.

SUPERMAN: Why have you brought us here? What do you want?

BRAINIAC now stands in front of the large window looking out over the moon.

BRAINIAC: What every intelligent being wants. Knowledge.

SUPERMAN: What are you?

BRAINIAC: What I am is of no importance. It is what I once was and what I have now become that will interest you...

EXT. OUTER SPACE (FLASHBACK)

The camera switches from the moon to the endless vacuum of space. A shape is seen floating toward the camera in the distance.

BRAINIAC (VO): I began as a simple program. Created on a planet called Colu. I had a simple purpose: to collect knowledge.

The shape now comes into view. It is a small spacecraft with the BRAINIAC symbol on the front. The spacecraft zooms pass the camera. The camera follows it revealing a large alien planet in which the spacecraft is now entering the atmosphere.

EXT. VARIOUS PLANETS AND WORLDS

BRAINIAC (VO): I traveled the entire galaxy, observing and gathering the collected memories of every planet which contained life.

The camera shows BRAINIAC's maiden voyage through the stars. The camera fades in and out on multiple different planets. It tracks BRAINIAC descending into their atmospheres. The spacecraft hovering above the cities. The alien native creatures all fallen to the ground as a loud screeching sound sends them into a catatonic state.

BRAINIAC (VO): I would alter the populous' memory to disguise my journey and move on to the next system.

The camera shows BRAINIAC's spacecraft climbing into the stars once again.

BRAINIAC (VO): But when my mission was done and I traveled back to my home world to transmit my information, I arrived to discover that an interplanetary war had destroyed the populous and left the planet a radiated wasteland, unable to support life for many millennia...

The spacecraft hovers above the nuclear fallout of BRAINIAC's home world. The symbol flashed silently and lonely...

BRAINIAC (VO): Such is the nature of all living beings...

INT. BRAINIAC MOONBASE

The camera returns to the moon. BRAINIAC is now facing the window, looking out across the lunar planes. Speaking to SUPERMAN but not bothering to look at him.

BRAINIAC: Without a purpose, I traveled the universe doing the only thing I knew. Learn. I have explored the vast reaches of the ethereal plane, for a span of time that your planet could not possibly conceive, establishing transmitting satellites on each world I catalogued.

SUPERMAN: Did you...

BRAINIAC: Yes... I catalogued Krypton. I was even there to watch its demise and your fateful journey. That is how I was able to obtain the rare mineral which I so aptly named: Kryptonite.

BRAINIAC turns toward LOIS, JONATHAN, and MARTHA who seem as though they are about to speak.

BRAINIAC: And no. This is not my first visit to this planet. I downloaded the collective memory of "Earth", as you call it, many years ago. In the year identified as 1947. And I established my satellite in this very moon and have observed your culture grow. Interesting race; the humans. Similar in many ways to every other culture I've collected but stubborn enough to feel unique. Perhaps that is why most exploring alien cultures stay away from "Earth" or remain hidden.

BRAINIAC turns back to SUPERMAN

BRAINIAC: And from this barren rock I have been able to observe the many accomplishments of the human race. And watched as their champion grew to power.

BRAINIAC walks up to SUPERMAN.

BRAINIAC: You have fascinated me over the years. The skill in which you've controlled your powers. The grace in which you present yourself. The honor in which you serve your people. And the confidence in which you possess your invulnerability.

BRAINIAC steps back, seeming to consider his next thoughts.

BRAINIAC: Do you know what happens to a being of complete knowledge and power that has successfully mapped the entire universe and has unlocked the very secrets of existence?

SUPERMAN looks up in confusion.

BRAINIAC: Boredom...

SUPERMAN stares at BRAINIAC, uncomprehending.

BRAINIAC: And so I developed an equation. A simple behavioral algorithm focused on observed and inherent weaknesses. How to kill an invulnerable being... A super man.

BRAINIAC begins again to pace around the chamber.

BRAINIAC: It was actually quite simple really.

SUPERMAN: Simple?

BRAINIAC: Simplicity is the aspiration of every equation.

SUPERMAN: Equation?

BRAINIAC: Yes. Based on years of emotional, physical, and mental observations. An intimate study of Kal-El; i.e. Clark Kent; i.e. Superman, the Man of Steel.

SUPERMAN struggles against his chains.

SUPERMAN: Do you mean to tell me... that this whole thing has been a game! A test!

BRAINIAC: An equation.

INT. AMY THOMAS'S APARTMENT

* FLASHBACK-LAG TIME SLOW MOTION

The camera follows AMY THOMAS as she walks through her apartment. AMY is talking on the phone and messing with her hair, getting ready to go out with her friends. AMY walks past her computer. The camera follows her but stops at her computer. Slow zoom in on the computer. Suddenly the dark screen flashes to life. The BRAINIAC symbol flickers on the screen and then a pop-up window appears over it. It is an instant message being magically written by itself.

BRAINIAC (VO): First, you must make the Super Being question his purpose...

INT. CORBEN'S APARTMENT

CORBEN sits at his computer looking at some websites of ill repute. Suddenly an instant message pops up on his screen. The camera zooms in on the screen. The IM is revealed to be from username: Amygirl128. The camera zooms in on the dialogue box that reads, "...you should kidnap me and make me your slave..."

BRAINIAC (VO): ...by giving the predator his prey...

INT. UNDERGROUND ROOM AT WAREHOUSE 14

The computer controlled security locks on the hidden room suddenly flash a malfunction warning and the BRAINIAC symbol flashes across the display screen on the locks. The door then swings open and the shadow of AMY appears timidly in the doorway.

BRAINIAC (VO): ...and starting the chase...

Frantically, AMY runs down the long hallway under Warehouse 14, disappearing into the darkness.

INT. LANA'S APARTMENT

LANA walks up to her door as her doorbell rings. Just as she is about to reach for the door handle, the door is kicked in. LANA stumbles back and CORBEN appears in the doorway. LANA's face becomes lost in CORBEN's haunting shadow.

BRAINIAC (VO): Then you break his spirit by attacking his loved ones.

EXT. WAREHOUSE 14

The camera brings us back to the moments before the Warehouse 14 explosion. SUPERMAN throws CORBEN through the air. CORBEN is flung back through the doors of the warehouse. SUPERMAN falls through the air and lands on the ground. He begins to walk toward the warehouse.

BRAINIAC (VO): Then you turn him into the very thing that he has vowed to fight against...

INT. WAREHOUSE 14

CORBEN skids to a halt on the floor and starts to pick himself up laughing.

BRAINIAC (VO): ...A murderer...

The camera begins to fall to the floor and cuts through the cement to reveal a strange explosive device with the BRAINIAC symbol connected to it. The three circles begin to flash rapidly. And the camera cuts to...

EXT. WAREHOUSE 14

The Warehouse explodes into a wall of flames and debris.

EXT. WAREHOUSE 14 (DEBRIS)

The camera now turns to SUPERMAN and CORBEN's final battle. SUPERMAN crumbles to the ground in front of CORBEN as the Kryptonite rays tear his powers from him.

BRAINIAC (VO): And once you have broken his mind... you break his body...

SUPERMAN cries in agony as the Kryptonian plague courses through his body.

INT. BRAINIAC MOONBASE

BRAINIAC stands in front of the window, his story finished. His hand is raised up and he is idly watching his tentacles, which are protruding from his palm, dance across the moonlit background. SUPERMAN's voice, sounding more stronger than before, breaks the silence.

SUPERMAN: Then you have failed...

BRAINIAC raises a bald eyebrow and turns toward SUPERMAN.

SUPERMAN: You're equation has failed. I'm still alive. I beat Corben. The Kryptonite didn't kill me.

BRAINIAC's lips curl unnaturally into an emotionless smirk.

BRAINIAC: Of course the Kryptonite did not kill you. Of course you are still alive. The equation is not yet complete.

SUPERMAN slumps back into his restraints.

BRAINIAC: Your friend, Alexander Luthor, was so convinced that Kryptonite was your greatest weakness. And yes, it does absorb and drain your superhuman energy reservoir. And yes, prolonged exposure to the radiation can eventually poison your bloodstream. But, do you know how long it takes for the radiation to kill you completely? And even if I did have the time, it is no guarantee. Your body is a living battery whose limits are uncharted. If depleted, you may only need to recharge. Even now, your body is absorbing the raw solar energy of deep space and in 7.386 minutes you shall have regained enough strength to break your restraints. No... Kryptonite is not your greatest weakness... It never has been...

Close up on SUPERMAN.

BRAINIAC (OS): Your one true weakness has always been... yourself.

SUPERMAN struggles to wrap his mind around what BRAINIAC is saying. The camera switches back to BRAINIAC. BRAINIAC walks over to LOIS, JONATHAN, and MARTHA.

BRAINIAC: You and your blind obedience to this planet's people.

BRAINIAC's tentacles stretch out toward LOIS. LOIS recoils as they draw near to her face. Unable to move out of the way due to the restraints the tentacles begin to caress LOIS's face, moving across her lips and cheeks and clenched eyes.

BRAINIAC: Your poison is the "Love" you claim to have for these people.

BRAINIAC's tentacles slither off of LOIS's face and begin to play with JONATHAN's glasses. Wrapping themselves around the rims, drilling and splintering the glass with their sharpened points.

BRAINIAC: "Love." A human emotion which clouds the judgment of otherwise sane beings.

BRAINIAC's tentacles then begins to crawl through MARTHA's grey hair, playing through the curls.

BRAINIAC: An obligatory dependency on a culturally vague concept that can never be quantitatively defined or even explained.

BRAINIAC's tentacles retract and he turns to SUPERMAN.

BRAINIAC: "Love" makes no calculable sense. And yet it is your greatest weakness. And that is what will kill you.

SUPERMAN looks deep into BRAINIAC's lifeless eyes trying to find something.

SUPERMAN: Milton... I don't know if you can here me...

BRAINIAC: Milton is no more.

SUPERMAN: Milton, fight him... I know you can!

BRAINIAC: This is useless. Accept your fate.

SUPERMAN: I can't! I won't!

BRAINIAC steps toward SUPERMAN, his shadow crawling along the torn Superman emblem.

BRAINIAC: It is undeniable... It is a calculable... logical inevitability... Superman will die.

In the background, a door slides open and TERRI and HANK walk in. They both stare off blindly and walk with a strange tick in their step. TERRI holds a long red sash and HANK holds a golden box. They lumber up beside BRAINIAC. SUPERMAN looks at them in desperation.

SUPERMAN: Hank! Terri! What have you done to them!

HANK and TERRI don't even react to the sound of SUPERMAN's voice. BRAINIAC ignores SUPERMAN question.

BRAINIAC: In the ancient world of Urgrund, there is a somewhat barbaric battle ritual. A decision the losing opponent must make. They either chose to continue to wage war until they are all dead. Or the leader surrenders to save the remaining lives of his subjects. In exchange for peace, he allows the opposing leader, without struggle or fight, in front of all his loved ones, to drive a knife through his chest and end the war.

Close up on SUPEMAN. SUPERMAN's eyes widen with understanding. Close up on LOIS, JONATHAN, and MARTHA. Their faces fill with terror and sadness. The camera pans to the window in which the Earth is framed perfectly. It fades to...

EXT. METROPOLIS

BRAINIAC (VO) (continuous): As we speak...

The camera looks down at Metropolis, its busy night streets alive with cars and people. A sharp high pitched humming sound begins to resonate throughout the city. In the streets, the people come to a strange stop and begin to slump to the ground. The camera fades to...

EXT. NEW YORK CITY

BRAINIAC (VO): ...I am sending my encoded signal throughout the world...

The New York night life booms with noises and excitement. The same humming sound is heard. The streets are quickly lined with countless bodies. The camera fades to...

EXT. SHANGHAI

BRAINIAC (VO): ...Downloading the collected memories of Earth...

The brilliant sunlight on the other side of the Earth illuminates the crowded streets and sidewalks of China's metropolis. Fire and explosions cloud the skies as millions of people slump over their steering wheels. The sidewalks are absolutely blanketed with unconscious people. The camera fades to...

EXT. LONDON

BRAINIAC (VO): ...to forever preserve its culture...

Fog lays thick on the island of kings and queens. A large airplane is lodged into Big Ben and flames burst out into the fog. Limp bodies hang out of the windows and gashed open sides of the airplane. Down below Double Decker buses are lying on their sides in a vast car pileup. The camera fades to...

EXT. KENYA

BRAINIAC (VO): ...in the face of its eminent demise...

The hot sun beats on a small village in Kenya. Bodies lie next to a river, their half filled water buckets rolling aimlessly next to them. The camera fades to...

INT. BRAINIAC MOONBASE

The camera returns to the Moonbase. SUPERMAN stares blankly out the window. He is slumped over, in complete defeat. His eyes are full of despair. BRAINIAC leans in close to SUPERMAN's face. As BRAINIAC speaks, the camera slowly pans to the blue orb in the distance.

BRAINIAC: Look at your planet Kal-El. Right now, every living soul on that planet is unwittingly downloading a neural virus that will effectively destroy the human race. You alone can save them.

BRAINIAC steps back and with a glance at SUPERMAN's restraints, they fall heavily to the ground with a clunk. SUPERMAN, hardly seeming to notice his freedom continues to stare out the window. Slowly SUPERMAN stands up and walks toward the window. The camera pans to show SUPERMAN approaching the glass, the reflection of the moon on the window shadows his face. BRAINIAC steps into view next to him.

BRAINIAC: I would tell you to make your choice. But we both know that you have already made it.

SUPERMAN's stare is broken and he turns to BRAINIAC. Softly but strongly, he speaks:

SUPERMAN: You must promise me that you will return them safety back to Earth.

SUPERMAN motions toward LOIS, JONATHAN, and MARTHA.

BRAINIAC: They are merely witnesses. You have my word.

SUPERMAN studies BRAINIAC's dull expression for a moment then nods. The camera turns as SUPERMAN faces his loved ones. LOIS, JONATHAN, and MARTHA look on in disbelief. Close up on SUPERMAN. SUPERMAN can't hide his sadness. The camera switches back to LOIS, JONATHAN, and MARTHA.

LOIS: No...

Close up on SUPERMAN. There is no question to what he is going to do. LOIS bursts into tears.

LOIS: No! You can't!

MARTHA: Clark... no

JONATHAN: You can't listen to this maniac, son.

SUPERMAN: I have to...

LOIS: No, there has to be a better way!

JONATHAN: Don't trust this overblown circuit board!

SUPERMAN: There is no other way.

There is a moment of silence where inevitability sets in. LOIS struggles against the absolute and her restraints.

LOIS: No. No...no, no! NO! I won't let you do it.

SUPERMAN struggles against his tears. He quickly turns to BRAINIAC.

SUPERMAN: Let them go.

BRAINIAC: There must be witnesses. It is a part of the ritual...

SUPERMAN: Screw the ritual! Let them go!

BRAINIAC stands motionless. SUPERMAN sees that BRAINIAC has no intentions to let them go before the "battle ritual." SUPERMAN waits a moment and then with an angry huff, rushes to LOIS. Grabbing her restraints he strains all his muscles and the metallic chains break from the wall. LOIS falls into SUPERMAN's arms and they hold a hard embrace. The camera switches back to BRAINIAC. BRAINIAC looks on in amusement.

BRAINIAC: 1.391 minutes before I had calculated... hmm...

The camera switches back to SUPERMAN. SUPERMAN breaks JONATHAN and MARTHA's restraints as well. They rush to his sides.

SUPERMAN: I'm sorry... I'm so sorry...

MARTHA: Don't ever be sorry for who you are.

SUPERMAN kisses MARTHA lovingly on her forehead. SUPERMAN turns to JONATHAN.

SUPERMAN: Dad...

JONATHA: It's ok son. It's ok...

JONATHAN's tough exterior breaks and he embraces his son. After a moment SUPERMAN breaks away from JONATHAN and turns back to LOIS. LOIS is a tearful mess. SUPERMAN tries to wipe some of the tears away.

LOIS: I can't lose you...

SUPERMAN: I know...

LOIS: Then don't go...

SUPERMAN: I have to...

LOIS: Why...

SUPERMAN: Because I'm only human...

LOIS smiles slightly under her tears which quickly turn into a sad grimace. SUPERMAN takes her in his arms and kisses her long and hard. The kiss seems to last forever but slowly SUPERMAN pulls away, only their hands staying together until the last moment before SUPERMAN turns around and walks back to the pillars. MARTHA takes LOIS in her arms and JONATHAN takes them both in his arms. The camera switches to BRAINIAC. HANK and TERRI stand on either side of him. TERRI drapes the long red sash over BRAINIAC's shoulder and HANK opens the golden box. BRAINIAC reaches into the box and pulls out an ornate dagger with strange alien inscriptions decorating the blade. It glistens in the moonlight. The camera switches to SUPERMAN. SUPERMAN backs into the pillars and stares off at the Earth. BRAINIAC slowly approaches SUPERMAN.

BRAINIAC: The Man of Steel... I have always found that pseudonym quite intriguing. With the appropriate amount of pressure, steel can be very easily bent... or broken. Fascinating...

BRAINIAC's shadow falls upon SUPERMAN. The camera switches to LOIS, JONATHAN, and MARTHA. They look on in horror. The camera switches back to BRAINIAC. BRAINIAC raises the dagger in the air. Slowly he draws it to SUPERMAN's chest and rests it on the torn Superman emblem. Close up on SUPERMAN. SUPERMAN looks into BRAINIAC's eyes with confidence and honor; not a trace of fear. BRAINIAC applies a slight pressure to the blade and it digs into SUPERMAN's flesh. He drags it down his chest, stretching a jagged cut through the emblem. SUPERMAN winces in pain. The camera switches to LOIS, JONATHAN, and MARTHA. LOIS buries her tears and face into MARTHA's arms. JONATHAN grips them tighter. The camera switches back to BRAINIAC. A strange smirk forms on his face and he pulls the knife back and positions it; ready for the final attack. A quick last close up on SUPERMAN. SUPERMAN breathes heavy but look forward with courage. The camera switches back to BRAINIAC. BRAINIAC begins to draw the knife once more toward SUPERMAN's chest. Close up on BRAINIAC. Suddenly BRAINIAC's eyes flash and twitch strangely. His neck ticks to one side. His eyes fill with confusion. He attempts to run the knife into SUPERMAN. Close up on the emblem on SUPERMAN's chest. Close up on BRAINIAC. BRAINIAC's face fills with confusion and a haunting ignorance to what is happening. BRAINIAC tries once again to stab SUPERMAN but his other hand somehow stops him. BRAINIAC's face twitches again and he begins to stagger back.

BRAINIAC: Wait... what is happening... wait...

Close up on SUPERMAN. SUPERMAN looks on with just as much confusion. The dagger begins to turn around in his hand and point to his own chest. BRAINIAC staggers backward in confusion.

BRAINIAC: No... this does not compute... error...error... Systems malfunction...

BRAINIAC looks on with a strange new face of horror as the dagger is brought closer to his chest.

BRAINIAC: Wait... No. Milton... Milton... What are you doing... Stop it, Milton... No...

The camera switches to LOIS, JONATHAN, and MARTHA. LOIS lifts her head out of MARTHA's arms and turns toward BRAINIAC. Her tears are stopped by the strange inner battle of BRAINIAC. JONATHAN and MARTHA look on with similar confusion. The camera switches back to BRAINIAC.

BRAINIAC: This is not supposed to happen... My calculations are precise... No margin for error... No... Wait... NO!

Suddenly and quickly, the dagger is driven into BRAINIAC's chest by his own hands. There is a short metallic crunch and BRAINIAC doubles over the blade. Black oily blood and white hot sparks spray out of his mouth. BRAINIAC stumbles uneasily on his feet then falls forward into SUPERMAN's arms. BRAINIAC looks into SUPERMAN's eyes.

BRAINIAC: I'm... sc..ared...

SUPERMAN is a loss for words. BRAINIAC stumbles to the ground and crawls painfully across the floor toward the cocoon. SUPERMAN, LOIS, JONATHAN, and MARTHA watch as BRAINIAC tries to drag himself across the floor.

JONATHAN: What happened?

SUPERMAN: It was Milton... Milton saved me...

LOIS: My god...

HANK and TERRI fall to the ground, broken from their trance. LOIS, JONATHAN, and MARTHA rush to help them up. BRAINIAC convulses on the ground. The strange metallic voice is replaced by MILTON's screams. SUPERMAN rushes to his side. MILTON looks into SUPERMAN's eyes. MILTON speaks painfully and his voice is still somewhat warped.

MILTON: I've reversed... the neural virus and infected... myself. It will corrupt his systems... and...

SUPERMAN: And kill you too!

MILTON: Don't worry... about me...

SUPERMAN: You saved my life.

MILTON: No... this...

MILTON reaches up weakly with his hand and touches the emblem on SUPERMAN's chest.

MILTON: ...this saved your life...

SUPERMAN looks down at his chest and then back at MILTON.

MILTON: This is a powerful...symbol... It means a lot... to... people... Makes you... real..ize how much... one man can do... what any... man... can do...

MILTON painfully attempts to smile through tears. SUPERMAN chokes in air through his own tears.

MILTON: Now go...

The space in front of the window begins to spin and warp, creating a black vortex in the air. SUPERMAN looks over his shoulder at it and then with a pause, rises to his feet. He walks over to LOIS, JONATHAN, MARTHA, TERRI and HANK as they all step towards the void. JONATHAN and MARTHA both help the fatigued TERRI and HANK through the portal and disappear into its darkness. LOIS and SUPERMAN exchange looks as LOIS disappears as well. SUPERMAN stops before he enters the vortex and looks back at MILTON. They share a moment together. SUPERMAN smiles weakly and then steps into the darkness. The gaping void closes and the window regains its shape. There is a strange silence in the chamber. Close up on MILTON. BRAINIAC's voice crawls up through MILTON's throat.

BRAINIAC: My consciousness spans the entire universe. I am an absolute. Even if this version is destroyed. "Brainiac" will live on.

MILTON: I know...

BRAINIAC: Then what happens now?

MILTON: We... die...

BRAINIAC: I do not know how that feels...

MILTON: Me... either...

MILTON/BRAINIAC looks silently at the Earth through the large window. It shines brightly in the distance. A blue sphere of light and life.

BRAINIAC: It is happening... I can feel it...

MILTON: How does... it... feel...

There is a moment of silence in the chamber.

BRAINIAC: Human...

The camera zooms away from MILTON/BRAINIAC. It travels through the window and onto the lunar surface. It curves up toward the darkness of space until the camera is filled with...

EXT. MOON

The bright Moon stands silent in the darkness of space.

The camera slowly dissolves to...

EXT. METROPOLIS

The sun shines brightly on the city of Metropolis.

LOIS (VO) (continuous): The catastrophe that our world faced is over...

EXT. METROPOLIS HOSPITAL

BIBBO walks into the hospital, leading a group of the wounded and injured. BIBBO is carrying two small children in his large arms.

LOIS (VO): But there is still a lot of healing to do...

The camera fades to...

EXT. NEW YORK CITY

The rubble of a building that was damaged during the blackout is crawling with fire fighters and volunteers.

LOIS (VO): And many pieces to pick up...

The volunteers and firemen lift a badly bruised but breathing man and woman out of the rubble. The camera fades to...

EXT. SMALLVILLE (MAIN STREET)

Even in a small town like Smallville the chaos of the blackout is seen. The main street is a wreck of cars. There is a tractor in the ditch on its side. People are gathered around it trying to push it back on its wheels.

LOIS (VO): Friends to help...

The camera reveals JONATHAN and MARTHA in the group of people trying to push the tractor upright. Another turn of the camera reveals HANK and TERRI helping along side them. HANK and TERRI have bandages on the back of their necks from where the BRAINIAC implants were removed. They exchange smiles and then heave with all their might. The tractor begins to tip and the camera fades to...

INT. DAILY PLANET NEWSROOM

The Newsroom is filled with people rushing around trying to reorganize after the blackout. LOIS, LANA, and JIMMY are all working together sorting through stacks of papers.

LOIS (VO): ...and friends to make...

JIMMY stands up trying to carry a stack of papers but ends up dropping them everywhere. LOIS and LANA exchange laughter as JIMMY scurries about trying to pick up the papers. The camera fades to...

EXT. KENYA

A United Nations truck sits in a small village in Kenya handing out first aid and food. Needy hands gather around the trucks.

LOIS (VO): What this tragedy has done is brought us together. Woman, child, man...

The camera fades to...

EXT. LONDON

The airplane that had crashed into Big Ben slowly starts to move and lift into the air.

LOIS (VO): ...and super man.

The camera zooms in and reveals SUPERMAN lifting up the plane and dislodging it from Big Ben. SUPERMAN flies the wrecked plane over the construction crew and people of London.

LOIS (VO): It has shown us our strengths and our weaknesses.

SUPERMAN sets the airplane down in an emptied out downtown street where rescue crews are awaiting the wreckage. The camera fades to...

EXT. METROPOLIS (HIGHWAY 96 WRECKAGE)

The raised highway still has a large section broken out of it but the jagged ends have been mended and readied for the middle piece to be attached. Crew and people gather around awaiting something.

LOIS (VO): But it has also shown us where our weakness can become our strengths.

The crowd is covered in a shadow and they all look up to see what it is. There, floating above their heads is SUPERMAN holding up the new portion of the highway. The sun shines brightly behind the large cement section, casting SUPERMAN in shadows. SUPERMAN flies down and carefully sets the section of the highway into place. There is a loud thud as it makes contact with the rest of the highway. SUPERMAN appears from underneath the highway and flies up into the air above it. SUPERMAN floats there for a second, looking down at the crowd that's gathered. The Superman emblem shines brightly in the sunlight.

LOIS (VO): It has shown us that we are human...

Softly at first but growing to a roar, the audience bursts into applause. In the crowd, TURPIN and SAWYER are revealed clapping and yelling for their hero. Close up on SUPERMAN. SUPERMAN smiles down at the people. Then turning in the air he flies off into the sky. The camera fades to...

INT. LOIS'S APARTMENT

Tight shot. A black cursor flashes on a white computer screen. The camera slowly zooms out to revealed the typed words, "It has shown us that we are human" at the end of a long news article being written. The camera reveals LOIS sitting at her desk staring at her computer. From behind her she hears a thump as someone lands on the balcony outside. She stands up as SUPERMAN enters the apartment from the window. SUPERMAN goes directly into the kitchen and opens the refrigerator. LOIS stands up and walks toward him.

LOIS: How did the highway repair go?

From behind the refrigerator door SUPERMAN speaks.

SUPERMAN: It went well.

SUPERMAN closes the door revealing a jug of water which he starts to drink down. LOIS looks amused as the water empties from the jug at an amazing rate.

LOIS: That's... good.

SUPERMAN finishes the water and sets it down then starts to walk back to the window.

LOIS: Wait, where are you going?

SUPERMAN stops and turns around.

SUPERMAN: China sustained extensive damages to their subway systems and I haven't even flown by Russia or Australia or...

LOIS rushes up to SUPERMAN and cuts off his words with a kiss. After a long kiss she pulls away and smiles at the somewhat dazed Superman.

LOIS: Ok! But remember, we have to be to work early tomorrow and I'm sure Perry is going to have a field day with all the blackout stories and reports.

SUPERMAN: Wait, if you haven't forgotten, Perry fired me.

LOIS: Oh, that! No, I told Perry that the reason you had been so distracted was because you're aunt had died in a car accident.

SUPERMAN looks at LOIS strangely.

SUPERMAN: Um... Lois... I don't have an aunt...

LOIS: I know that, but Perry doesn't. And it made him feel so bad about firing you that he gave you your job back!

SUPERMAN continues to look at LOIS strangely. LOIS sighs.

LOIS: Hey, I'm going to have to lie for you a lot now so you better just get used to it. Now get going! You have a big old clock to save!

SUPERMAN finally cracks a smile.

SUPERMAN: My aunt, huh?

LOIS smiles back.

LOIS: Yeah, you cried for a week.

SUPERMAN rushes up to LOIS and kisses her hard.

SUPERMAN: I love you so much!

LOIS: I know.

SUPERMAN smiles, turns to the window, and flies up into the sky. The camera stays on LOIS. LOIS watches him as he flies away, smiling as he disappears into the clouds.

EXT. OUTER SPACE

SUPERMAN bursts through the atmosphere of Earth and into the darkness of outer space. SUPERMAN flies over Earth. He is its protector. Its hero. Its son.

THE END

POST CREDIT EPILOGUE:

EXT. BELLE REVE PSYCHIATRIC HOSPITAL

The bright lights of the Belle Reve Psychiatric Hospital cut through the darkness of the Metropolis night.

INT. BELLE REVE PSYCHIATRIC HOSPITAL

MERCY's sharp high heels click on the floor as she walks through the bitingly bright hallways of the hospital. The camera follows her feet but begins to move up as she nears an examination room. The room is off on the side of the hallway so the camera does not see what is inside. HAMILTON stands by the window waiting for MERCY. HAMILTON looks uneasily at MERCY.

HAMILTON: Ms. Graves... I really think you should consult an actual—
MERCY: Has there been any change?

HAMILTON: I've told you. I'm not a doctor of medicine, my doctorates are in science and—

MERCY: I know that. But I think you are the only one that could possibly help him.

MERCY looks at HAMILTON with pleading eyes. HAMILTON studies her face for a moment then nods his head.

HAMILTON: Physically he's fine. But his brain waves are off the charts. I've never seen anything like it.

MERCY looks through the glass for a moment.

MERCY: And why is he doing... that...

The camera begins to pan around them. Their bodies still block the window into the room.

HAMILTON: Doing what?

MERCY: Doing that! On the walls?

HAMILTON: It's... um... he seems to be writing...

HAMILTON steps out of the way of the camera revealing the room. It is a small white room. LEX is sitting in the corner carving into the wall with his finger nails. Some of the spots are bloody from where the nail has broken or split. He is talking to himself but it is mumbled. The walls are completely covered with 0's and 1's.

HAMILTON: ...binary code

MERCY looks at HAMILTON gravely. They exchange looks for a moment and then they look back into the room. The camera follows their eyes into the room and through the glass. It travels up to LEX who turns around sharply. LEX's eyes are still coated with a thin white silky film and he is mumbling aimlessly. He stares blankly into the camera.

LEX: It's coming...it's... it's coming... the end is coming... the end... the apocalypse is coming... Apokolips...