Meet Frank

by Jnieves

A soon to be famous young man from Gotham City visits smallville for a legendary encounter. Note this is in script format and written as a full episode of the show.

Smallville

"Meet Frank"

by Jeffrey Nieves

Draft 1

TEASER

A TV SCREEN

A News ANCHORWOMAN stands on the corner of a decaying Metropolis street, microphone in hand, surrounded by tenements and cracked streets. It's the dead of night.

In the screen's corner, there's a picture of MARTHA KENT, looking quite stately. The feed is fuzzy, coming in and out of focus.

ANCHOR WOMAN

Tonight Senator Martha Kent remains the last opposition to an eminent domain bill that would turn this downtown community, known for its low income housing, into manufacturing plants for Verex inc. It remains to be...

Without warning, the channel changes to a cartoon.

CUT TO:

INT. SOUP KITCHEN - NIGHT

Inside a tiny makeshift soup kitchen, in total disrepair, a homeless man, TONY, with a long beard, dirt caked face and shredded clothes, watches an ancient TV.

Behind him, FRANK DIXON, an effortlessly handsome, stout young man with dark black hair and piercing eyes, and CHLOE SULLIVAN quietly observe him. Both wear hairnets and aprons. After a moment, Frank walks toward Tony and addresses him.

FRANK

I hate to be the bearer of bad news, but the Soup Kitchen's gotta close. It's 9:30.

Tony doesn't peel his eyes from the screen for a second.

TONY

One second.

Frank quietly waits a moment.

FRANK

Tony?

No response. Frank heads to the TV and turns it off. Chloe continues to watch them.

FRANK

I'm sorry buddy...

Frank looks over at Chloe.

FRANK(CONT)

...But we gotta go home.

EXT. OUTSIDE OF SOUP KITCHEN - NIGHT

Frank and Chloe stroll down a sidewalk in the poorest section of Metropolis. It's Autumn and Chloe wears a jacket. Broken down tenements, adorned with graffiti, and pot hole littered streets surround them.

CHLOE

Don't get me wrong...I respect it...I admire it, but full time at a Soup Kitchen? Don't you ever worry about...

FRANK

My future? About money?

CHLOE

(embarrassed)

...I'm sorry, I ask too many questions...It's a bit of a habit...

Frank grins at Chloe.

FRANK

No, no never change that...It's my favorite thing about you Chloe Sullivan and you're right. Completely.

Frank smiles. He looks down as he speaks.

FRANK

(earnest)

I should be worried... I don't know...It might sound cliche but...some things just seem more important...Maybe it's naive...

CHLOE

(swoon)

No...I don't think so at all

Frank smiles. A voice cut the scene like a knife.

MUGGER 1(CONT)

Don't move...

Chloe and Frank turn to see four MUGGERS, standing to their left in a long dark alley. One holds a HANDGUN and two others hold KNIVES.

These aren't your typical thuggish muggers. They don't have tattoos or biker jackets. Their faces are worn and dirty and their clothes are ripped and old. Chloe and Frank hold their hands up in surrender.

MUGGER 1

Wallets... Now.

A pause.

FRANK

Do you really wanna do this? We can help you...There is another way.

MUGGER 1

I'm gonna count to ten and then I'm gonna put a bullet in her head. 10, 9, 8...

FRANK

Whoa whoa whoa... Relax, okay... You got it.

Frank looks at Chloe and they both remove their wallets. Then, Thug 1 points to the middle ground between them.

MUGGER 1

Wonderful...Right there.

Frank nods, walks cautiously forward, kneels to the ground, and drops his wallet. Then, in a split second, he snaps into action and heads straight for Mugger 1.

The Mugger fires but Frank is too quick, almost a blur. He disarms Mugger 1 with laser precision and greets him with a vicious backhand that drops his surprised opponent.

The other muggers immediately pounce, but Frank easily dodges them. In retaliation, Frank bears down upon them like a force of nature, making short work of each one. Every muscle in his body works in complete unison. He's a specimen of pure athletic power.

As the dust settles, Frank catches his breath as Chloe watches in complete awe.

END OF TEASER

ACT 1

EXT. THE DAILY - NOON

The globe atop the Daily Planet shines proudly in the morning.

INT. THE HECTIC DAILY PLANET OFFICES - NOON

Chloe and Clark walk through the hectic Daily Planet offices, Chloe in business casual and Clark in farm boy sheik, i.e.: a plain red T-shirt and jeans.

CLARK

And you think what? He's a meteor freak.

CHLOE

(reluctance)

I... I don't know what I think. All I know is that for a guy who spends his days making chicken soup, he has some serious moves, borderline super human moves.

CLARK

And what do you suggest we do?

They reach Chloe's office and she takes a seat.

CHLOE

(hesitant)

Well, I was thinking... Maybe a little re-con is in order. Just to make sure. If he is harboring some otherworldly abilities, maybe we can help him, and if he isn't. I could really use a date...

CLARK

Chloe, I don't know. It doesn't seem...

CHLOE

Ethical?

CLARK

Well...

CHLOE

Clark all you've gotta do is play Mission Impossible for one night and I'm pretty sure he won't see you. Think of it as investigative reporting.

CLARK

(giving in)

All right fine. What's his name?

As Clark speaks, we see Frank walk towards them from behind Clark.

CHLOE

Frank! Hey, what are you doing here?

Clark turns to see Frank standing behind him.

FRANK

I know I probably shouldn't have come, but after last night, I just wanted to see if you were okay.

Chloe blushes.

CHLOE

(swoon)

No...no...It's totally all right. Thank you, very much...I'm fine.

FRANK

(smiles)

I'm glad.

As Frank and Chloe share a bit of a moment, Clark looks at Chloe, feeling awkward.

CLARK

Ehem.

CHLOE

Clark, right.

Chloe addresses Frank.

FRANK

Frank, this my best friend Clark Kent.

CLARK

Hey.

Frank and Clark share a sturdy handshake.

FRANK

So this is the famous Clark Kent?

Frank looks at Chloe, and back at Clark.

FRANK

I've heard a lot about you.

CLARK

Good things I hope.

Frank grins devilishly.

FRANK

More or less. Listen Clark, do you mind if I steal Chloe for a minute?

CLARK

Not at all. I was just leaving anyway.

Clark smiles at them and makes his exit. Frank turns to Chloe and smiles, seeming a little more awkward.

FRANK

So, I was wondering...if...

Frank pauses nervously.

FRANK

(tightrope walking)

...you would have lunch with me tomorrow... As much as I love seeing you at that the soup kitchen, a change of scenery might be nice. If you want of course.

CHLOE

(thrice swooned)

A change of scenery. I wouldn't hate that...

Frank smiles.

FRANK

Great.

EXT. TOWN HALL - AFTERNOON

The massive Greco-Roman Metropolis Town Hall buzzes with life in the afternoon.

INT. PERSONAL MEETING ROOM - AFTERNOON

Martha Kent, dressed in a modest pant suit, sits at a desk across from DR. CRANE, a thin man(mid thirties) with a wiry frame, calm porcelain face and mischief his eyes behind his spectacles. He stands in the center of the room with his back to her.

DR. CRANE

Frankly Senator Kent, I don't see why this is of any concern to you...

Dr, Crane turns toward Dr. Crane.

DR. CRANE(CONT'D)

...eminent domain is a local matter, and Verex has taken all the proper channels.

Martha Kent looks down at a set of files on her desk and then up at Dr. Crane.

MARTHA KENT

Let me make it clear to you, Dr. Crane, that, as a Senator, everything that happens in this State is of my concern and if you think I'm going to watch Verex throw hundreds of people out on the street, you're severely mistaken.

Dr. Crane calmly stares at Senator Kent, raises a wry smile, walks toward her, takes a seat, and looks into her eyes.

DR. CRANE

Are you sure about that?

Unnoticed by Senator Kent, a green gas gently emanates from Dr Crane's sleeve, which quickly diffuses into the air.

DR. CRANE

I'm sure there's some mutually beneficial agreement we can come to.

MARTHA KENT

I'm sorry Dr. Crane, but I don't think so.

EXT. THE DAILY PLANET - LATE AFTERNOON

The globe atop the Daily Planet rests quietly in the late afternoon.

INT. LEX LUTHOR'S DESK - LATE AFTER NOON

Lex Luthor sits behind his desk and Chloe stands at the center of his office.

CHLOE

Every week since Crane became the head of Verex, at least four homeless people have gone missing, and you call that a coincidence?

LEX

I don't call it anything Chloe. It's a blatant manipulation of the numbers.

CHLOE

And they just so happen to be from the same area Verex want to bulldoze?

LEX

(More forceful)

Is that supposed to prove something? It's speculation.

Chloe walks closer to Lex.

CHLOE

(earnest)

Look, Lex. I know there are some missing pieces, but I know there's a story here and people are getting hurt. Doesn't that mean something?

Lex thinks for a moment.

LEX

You get me some evidence, and I'll get you a front page. All right?

Chloe grins.

EXT. A METROPOLIS STREET - LATE AFTERNOON

As day transitions to night, citizens make their way home, flooding the streets. We push into the faceless throng until a FIGURE shrouded by a dull red hoodie becomes our focus. He sticks out because he's motionless.

A little closer and it's obvious that this figure is Clark Kent. Clark stares intently at something across the street.

ACROSS THE STREET

Across the street, Clark stares at a tiny, independently owned hardware store.

INT. HARDWARE STORE - LATE AFTERNOON

We slide through the empty isles of the heavily stocked store until we see Frank Dixon, in a worn black hoodie, kneeling as he inspects a display.

FRANK DIXON

As we get closer, it's obvious that Frank intently stares at a display of various types of hooks. He holds his hand out, takes one off the rack, and carefully scrutinizes it.

CASH REGISTER

Frank stands at the cash register with a basket overflowing with ropes and various tools.

EXT. METROPOLIS STREET - DUSK

Clark quietly walks down a rather desolate Metropolis street, still shrouded. After a few moments, Clark stops and peers down the street.

ACROSS THE STREET

Frank Dixon enters a rinky-dink apartment building. He holds a brown bag.

CLARK KENT

On the other side of the street, Clark walks. Then, he stops, faces the building, and stares at it.

ACROSS THE STREET

Using his X-ray vision, Clark pushes through the tenement's walls and watches Frank ascend the steps.

CLARK KENT

Clark continues to watch.

INT. FRANK'S APARTMENT - NIGHT

Frank sits in his austere, one room tenement, on a chair that faces his bed. On the bed, there are various devices laid out. He carefully attaches a long black bungee chord/rope to a grappling hook and stretches it, testing its strength.

AT HIS MIRROR

Frank Dixon stands, dressed head to toe in black, and stares into his mirror, lost in his own reflection.

Then, wordlessly, he carefully puts on a black ski mask. Once it's on, Frank resumes his self-examination.

EXT. OUTSIDE OF BUILDING/ALLEY - NIGHT

The window of Frank Dixon's apartment opens and he climbs out onto the fire escape, dressed head to toe in black, including a black backpack.

Frank peers down at 10 stories at the alley below him and then at the rooftop above him. Suddenly, we notice he holds a hook in his hand. Frank throws the hook, which is attached to a rope/bungee cord, toward the roof and it catches on the ledge.

EXT. ACROSS THE STREET - NIGHT

Clark stands across the street, still hooded, and stares up at the rooftops. After a few beats, he starts to walk, keeping his eyes towards the sky.

EXT. METROPOLIS - NIGHT

An aerial view of downtown Metropolis. A dark night.

EXT. ROOFTOP - NIGHT

FRANK kneels at the corner of a roof top looking down at something in the alley below.

FRANK'S POV

In the alley below, Frank sees the same four muggers from the previous night. They have a WOMAN(mid thirties) trapped in the alley.

EXT. STREET - NIGHT

Clark stands on the street, still hooded, and uses his X-ray vision to see Frank as he kneels on the rooftop.

EXT. ALLEY - NIGHT

Inside the alley, the woman, hands trembling, franticly reaches into her purse and removes her wallet. She's on the verge of tears. Mugger 1 points his gun at her.

MUGGER 1

(grinning)

We don't just want the wallet. We want everything.

As Mugger 1 speaks, we notice Frank as he repels down the side of the building. Once he's close to the ground, he soundlessly descends.

For an instant, Frank lurks behind the four muggers. Then, without warning, he grabs Mugger 1, from behind, and disarms him. Suddenly, the three muggers turn and converge on Frank.

CLARK ACROSS THE STREET

Clark watches the melee through his X-Ray vision as he fights the urge to interfere. He clenches his fist and moves closer and closer.

THE MELEE

With two men down, Frank continues to fight but has gotten into trouble. One holds his neck, choking him, while the other assaults him with a barrage of punches.

Frank musters his strength and pushes his captor against the wall, knocking him out and freeing him to focus on the last Mugger.

The two men stand at odds and then Frank attacks.

ClARK

Clark stands at the edge of the alley and watches the fight from behind the wall.

THE FIGHT

Frank has now bested his last opponent and is connecting with his last punch. The mugger goes down hard but Frank continues to viciously kick the helpless man.

Frank is furious and is screaming at the mugger, who lies in the fetal position, desperately trying to defend himself.

CLARK

Clark stares with deep dread and worry in his eyes.

FRANK

Frank continues to attack.

CLARK

Clark stares, fearing for the thugs life. Suddenly, he kicks into super speed.

FRANK

Just as Frank is about to kick him, the mugger disappears in a red blur. Confused, Frank searches the alley suspiciously. There's no one around.

EXT. KENT FARM - NIGHT

Clark's car parks at his modest home. He gets out and heads toward his house.

INT. THE KENT HOUSE - NIGHT

The front door of the Kent's home opens and Clark enters into a dark living room. Casually, he flicks on his light and when he looks into the room, he stops dead in his tracks.

We reveal that Frank Dixon, still head to toe in ninja gear, stands in his living room.

CUT TO BLACK:

THE END

ACT 2

INT. THE KENT LIVING ROOM - NIGHT

Clark stands at the door and nervously faces Frank, who's in the center of his living room. Neither speak. Then, Frank walks toward Clark and stops about a few feet in front of him.

FRANK

Why were you following me? What are you?

Clark baulks on speaking for a moment.

CLARK

Look... Frank, I know how this looks but I promise you I mean you no harm...Just give me a chance...

Frank looks into Clark's eyes. Silence. Then, he carefully removes his mask. Silence.

FRANK

Explain...

CLARK

Chloe and I just wanted to help you...Exposure to the meteor rock can do some strange things...And we can help you...

FRANK

Meteor rock?

Clark thinks for a second.

CLARK

Have you ever been exposed to a glowing green rock in Metropolis? Ever? Think...

FRANK

(complete certainty)

No...

CLARK

Are you positive?

FRANK

Yeah...I'm positive...

CLARK

Then what I saw tonight, that was just you?

FRANK

What else would it be?

Clark smiles.

CLARK

Nothing.

FRANK

And that disappearing act you pulled on that Mugger? Was that just you?

CLARK

What about that Frank, you almost killed that guy.

FRANK

I saved that woman's life. What did you do? Watch?

CLARK

Saving her life doesn't give you the right to take his.

Frank walks even closer to Clark.

FRANK

I protect this city...Because someone has to.

The two young men stare each other. Silence.

FRANK

Goodbye Clark.

Frank heads for the door and Clark turns to watch him leave.

EXT. METROPOLIS - MORNING

In aerial shot of Metropolis we see a tall building.

SUBTITLES READ: Verex Inc.

INT. UNDERGROUND LAB - MORNING

Lex Luthor, in an immaculate suit, walks in a long hallway, lined with high-tech holding cells. Dr. Crane, who wears a lab coat, accompanies him. In every cell, there's a homeless person.

LEX

I trust that any connections between Luthorcorp and Verex have been obscured.

DR. CRANE

Yes of course Mr. Luthor. We're very grateful for your assistance with our research.

LEX

And have you finished the deal with City Hall?

Dr. Crane smiles.

DR. CRANE

We've had some difficulties dealing with Senator Kent.

LEX

And why is that?

DR. CRANE

The mind control gas we developed from your meteor rock seems to be ineffective on those with previous exposure to Kryptonite.

LEX

I trust you'll find a way around it.

DR. CRANE

Certainly.

They continue to walk.

EXT. METROPOLIS CENTRAL PARK - NOON

Chloe and Frank walk side by side through Metropolis central park on a bittersweet Autumn day.

CHLOE

What Clark and I did was a 5.0 on the screw- up scale...We should have just asked you...

Frank interrupts.

FRANK

No Chloe, don't worry about it. I understand.

CHLOE

You do?

Frank smiles.

FRANK

Yeah...I do...If I were in your situation...I would have done the same thing. If anything, I'm impressed.

CHLOE

(unsure where to go from here)

Oh...okay...

Chloe and Frank walk quietly for a moment.

CHLOE

So, you're doing the whole superhero thing the old fashioned way huh? Not even a little super strength?

Frank smiles

FRANK

I don't know what I'm doing...Clark was right...I got carried away last night. You have to believe that I don't want to hurt anybody. That's not me.

Chloe smiles.

CHLOE

You know, it takes a lot to admit something like that.

FRANK

I guess...

They continue to walk. Then Frank stops and look into Chloe's eyes.

FRANK

Chloe, I hate to be blunt, but since we're being honest... Is altruism the only reason you've been working at the Soup Kitchen? Because something tells me it isn't...

Chloe looks away for a moment. Then, she looks back and awkwardly grins.

CHLOE

No, it isn't...

FRANK

Well...

Chloe starts to walks Frank follows suit.

CHLOE

Have you noticed that people have been disappearing from the soup kitchen...

FRANK

Of course...

CHLOE

I think it has something to do with Verex...Three days after Crane became the CEO, your patrons started going awol. The only problem is, all I have is what my editor thinks is circumstantial evidence.

A pause.

FRANK

And what wouldn't be circumstantial?

CHLOE

I dunno...A picture maybe...But it's easier said than done.

INT. MARTHA KENT'S OFFICE - NIGHT

The shades are pulled in Martha Kent's dark office as she works through, what seems like, an unending amount of paper work. Then she hears a knock and looks up.

MARTHA KENT

Come in.

The, already slightly open, door opens and Clark, in blue jacket and red T-shirt.

CLARK

Hey stranger.

Martha smiles warmly and puts down her pen.

MARTHA

All right, I deserved that. I know I've been a little absent lately, but it seems like the entire Metropolis government has quit on me.

CLARK

You know you can't do everything yourself...

MARTHA

As long as the government is giving in to Verex's every whim, it looks like I'll have to. I have a responsibility to the people...

Clark half smiles and Martha studies her son.

CLARK

And what if you can't stop Verex, what if they throw all those people on the street?

MARTHA

If they do it legally, there's nothing I can do...

Clark nods quietly.

CLARK

Well, I'll let you get back to work...

EXT. THE KENT BARN - EARLY NIGHT

The Kent barn rests quietly in the afternoon.

INT. SECOND LEVEL OF THE BARN - LATE AFTERNOON

Chloe sits on the couch in the second level of Clark's barn while Clark looks through the opening at the farm. After a beat, he turns to her.

CLARK

I just don't know if we can trust him. You didn't see him last night... He could have killed that guy.

CHLOE

Maybe he's a little rough around the edges, but Clark, I've worked with him for weeks, and he's a good person. Like you...

CLARK

Look I wanna believe that, but I can't...you didn't see it. He had so much anger.

CHLOE

So he needs a little Super Hero 101 and you can do that.

CLARK

He knows about my abilities Chloe and...

A voice cuts the Clark short.

FRANK

Your secret is safe with me.

Clark and Chloe turn to see that Frank stands at the steps. Frank walks to Clark and make direct eye contact.

FRANK(CONT)

Clark, everything you said last night, you were right. I was out of line, but that won't happen again. I promise you...That's not who I am.

Clark doesn't speak. A pause. Then, Frank offers his hand. Clark hesitates for a moment, leaving Frank hanging, but then accepts.

FRANK(CONT)

Thank you.

CLARK

Everyone deserves a second chance.

Frank looks over at Chloe.

FRANK

Did you tell him?

Chloe smiles sheepishly.

CLARK

Tell me what?

CHLOE

Not quite.

CLARK

What's going on?

FRANK

Chloe and I were thinking that you and I should make a little late night visit to Verex.

Clark looks over at Chloe.

CHLOE

The thing is, I know something's not kosher with Verex, but I need evidence.

CLARK

And you want us to break in?

FRANK

I would do it myself...But it's not that simple...It's a two man job.

CLARK

What do you mean?

Frank smiles.

FRANK

Let me show you.

Frank reaches into his pocket, removes a blue print, and lays it out on the table in front of the couch. Clark moves toward it and Chloe leans in.

FRANK

At night, every inch of the Verex headquarters is guarded.

CUT TO:

INT. HALLWAY IN VEREX INC. - NIGHT

We gently move through a long hallway lined with laser trips and security cameras.

FRANK(VO)

We're talking laser trips, infrared cameras, even sound detection. But, I know a way to disable them for a few seconds...

CUT TO:

INT. SECURITY MONITORING ROOM - NIGHT

A SECURITY GUARD sits at a dark, massive security station and observes the camera feeds from throughout Verex headquarters.

FRANK(CONT)(VO)

...Just long enough for someone with super speed to take a few snapshots.

After a moment, the guard hears a faint clanking sound. He looks around suspiciously and then gets up.

The guard peers around the mostly dark room and sees nothing. Then, he turns and Frank, dressed in full ninja gear, appears behind him.

The guard stares at him, not sure what to do. Without warning, Frank slugs him in the jaw, knocking him out.

Quickly, Frank makes his way to the control panel and sits down. Frank quickly starts to type. Then, he takes out a CD and inserts it. On the screen we see a loading bar. As it uploads, Frank takes out at a cell phone a dials a number.

FRANK

Show time.

EXT. OUTSIDE THE VEREX BUILDING - NIGHT

Clark Kent stands outside the Verex building in a red hoodie. Then, he removes the hoodie, revealing a red ski mask and disappears in a red flash.

INT. VEREX HALLWAY - NIGHT

In a Verex hallway lined with holding cells, Clark appears in a red flash. He stares with awe and sympathy at the homeless men in the cells that surround him. Most of the lights are off.

Then, he quickly removes a camera from his hoodie pocket and snaps a few photos.

Once he's completed the task, he disappears in a flash. Just as he disappears, the laser trips and the main lights start to come back online.

EXT. METROPOLIS ROOFTOP - NIGHT

Frank sits alone atop a 20 story building with his feet carelessly dangling of the ledge. He has a pensive look.

After a moment, Clark appears behind him in a red blur. Frank doesn't react. He continues to stare out into the horizon. Clark observes.

Then, Clark slowly walks toward Frank, stands next to him and stares out into the city.

FRANK

(without looking at Clark)

How'd it go?

CLARK

(without looking at Frank)

Great...Exactly like you said...

Frank disengages from the perch and faces Clark.

Clark looks out at the city and then back at Clark.

CLARK

Look Frank, I really am willing to give you another shot. Maybe I jumped to conclusions. And not everything you said was wrong...

Frank smiles.

FRANK

Thank you.

EXT. THE KENT FARM - NIGHT

The Kent farm rests quietly in the night as Clark and Frank pull up in Clark's car. They exit the vehicle and start to head to the house.

FRANK

Come on...Admit it. You loved it.

CLARK

I've have had worse nights...

FRANK

That's what I like to hear.

Frank and Clark reach the front door and enter.

INT. LIVING ROOM - NIGHT

Clark and Frank enter the Kent living room only find Chloe sitting on the couch. She wears a grim facial expression. They immediately stop chatting and move toward her. She doesn't look at them.

CLARK

Chloe, are you alright?

Chloe doesn't respond for a moment.

FRANK

Chloe?

Chloe turns to Clark...

CHLOE

Your mom's been shot.

Clark stares at Chloe in disbelief.

CUT TO BLACK:

END OF ACT 2

ACT 3

INT. OFFICE - NIGHT

Dr. Crane sits behind a formidable desk in his spacious office, and quietly goes over some papers. Suddenly, Lex Luthor storms through the door.

LEX

(red with anger)

What made you think you could have Senator Kent shot? I specifically explained that, that was not an option.

DR, CRANE

(total serene calm)

You wanted her taken care of. I did that...

LEX

We both know that's not what I meant.

DR. CRANE

Perhaps you should have been more clear Mr. Luthor.

Lex doesn't answer as he fights back his anger.

LEX

You're fired... I am shipping your ass back to Arkham.


Dr. Crane grins gleefully.

DR. CRANE

I'm sorry that you feel that way.

Dr. Crane calmly reaches out and presses the buzzer on his desk. The door suddenly opens and two large, well built guards enter. They grab Lex, who tries to fight back.

EXT. METROPOLIS MEDICAL CENTER - NIGHT

Metropolis medical center sits quietly in the night.

INT. MARTHA KENT'S HOSPITAL ROOM - NIGHT

Inside her hospital room Martha Kent, her chest bandaged, lies on a bed. Clark stands over her, his fist clenched.

CLARK

Whoever is responsible...I swear...I'll find them...and...

MARTHA

And what? You'll kill them?

Clark doesn't respond.

CLARK

They can't get away with this...

MARTHA

Clark, I understand that you want to protect me...But I don't need an avenger...I need my son.

Clark nods begrudgingly, still holding back his anger.

INT. METROPOLIS HOSPITAL - NIGHT

Frank stands in the hallway. He intently peers through the semi shaded window of Mrs. Kent's hospital room.

There is a deep sadness the bleeds out from behind his stoic eyes. A GUARD in a nondescript black suit stands at the door of Mrs. Kent's room.

Chloe stands next to him and looks on. After a moment, she notices how distraught he appears.

CHLOE

Frank?

Frank continues to stare.

CHLOE

Frank, are you okay?

We close in on Frank's blank face until he is the only thing on camera.

SMASH CUT TO:

EXT. GOTHAM CITY - NIGHT

Suddenly we see the dank eroded street of a city unfamiliar to Smallville, GOTHAM CITY. Everything about Gotham is slightly different and more desperate than Metropolis.

The streets aren't just cracked, they're crumbling and dirty with pollution. The city is sick.

SUBTITLES READ: GOTHAM CITY 1994

As we move closer and closer to the street we see a a lone GUNMAN holding up MARTHA, THOMAS, and 9 year old BRUCE(aka Frank Dixon)WAYNE. Thomas Wayne holds his hands up in surrender as his wife and son stare at the mugger in fear.

THOMAS

We'll give you anything you want... It's okay...Just calm down...

Just as Thomas says stop, the gunman fires at Martha Wayne and we see the bullet move in slow motion towards her. Thomas jumps in front of his wife and the bullet pierces his chest.

We move out of slow motion cut to young Bruce's face as he watches his father, dropping into his knees.

SMASH CUT TO:

INT. HALLWAY OF METROPOLIS MEDICAL CENTER - NIGHT

Frank continues to stare at Clark and his mother as Chloe watches him looking more concerned than ever.

CHLOE

Earth to Frank!

Frank snaps out of his stupor and turns to Chloe.

FRANK

Yeah?

CHLOE

Are you all right? You've been a little "Night of the Living Dead" for the last five minutes...

FRANK

Sorry. I guess it's just a lot to take in.

CHLOE

Yeah, but look on the bright side. Thanks to you and Clark, Crane won't be able to hurt anyone else.

Frank forces a smile.

FRANK

You're right...I'm just gonna get some water. You want some?

Chloe smiles back.

CHLOE

Sure...

FRANK

Great.

Frank smiles and walks down the hall. We follow as he makes his way down the hallway. His face reads of a strange mixture of determination and pure rage.

EXT. METROPOLIS MEDICAL - NIGHT

Frank exits Metropolis medical and heads down the street.

INT. A VEREX INC HALLWAY - NIGHT

Lex Luthor stands behind the thick plexi-glass window of a holding cell staring at Dr. Crane, who watches him from the hallway. Dr. Crane is flanked by two GUARDS.

LEX

People know where I am and they will come looking for me.

Doctor Crane grins calmly.

DR. CRANE

Really Lex, are you positive about that?

I'd like you to meet a friend of mine, Karlo Fuller.

Dr. Crane motions to his left and KARLO FULLER, man whose face is horribly disfigured and looks almost as if it were made of puddy, walks into view. He stares at Lex with an odd look.

DR. CRANE(CONT)

Or as I like to call him, Clayface.

CLAYFACE stares at Lex and, suddenly, his body shape-shifts into an exact likeness of Lex. Lex looks on in horror.

DR. CRANE(CONT)

He has some interesting talents.

Suddenly, the main lights throughout the hallway start to shut off. Startled, Dr. Crane franticly looks around. He then angrily shouts to one of the guards.

DR. CRANE

(furious)

What's going on?

Crane turns to Clayface/Lex.

DR. CRANE

Go... Now!

Clayface/Lex walks down the hall.

INT. VEREX HALLWAY - NIGHT

Head to toe in black, Frank strides down a dark Verex corridor, making no effort to be inconspicuous. After a moment, he comes upon a guard.

GUARD

Hey what are you doing!

Frank continues to walk towards the guard. He doesn't flinch a moment. When Frank reaches the guard, he effortlessly slugs him in the face, instantly dropping him, and continues to walk.

INT. ANOTHER VEREX INC HALLWAY - NIGHT

Dr. Crane still stands in front Lex's cage, with his two guards. Clayface is gone.

DR. CRANE

Do something!

Dr. Crane turns to see Frank down the hall advancing.

DR. CRANE

Get him!

The two guards run at Frank, and he engages them. Frank makes short work of both men and continues towards Crane, who stands, petrified. Finally, Frank reaches Crane and slams him up against the plexi glass window.

FRANK

You...Did you have Martha Kent shot?

Dr. Crane doesn't respond.

Frank gets angrier and slams Frank into glass again, even harder.

FRANK(CONT)

(rage)

Did you?!

Dr. Crane grins devilishly and nods. Frank says nothing. Then, suddenly Dr. Crane lifts his arm and gas sprays out of his sleeve into Frank's eyes, causing him to let go.

SMASH TO BLACK:

END OF ACT 3


ACT 4

EXT. METROPOLIS MEDICAL - NIGHT

Metropolis Medical center rests quietly in the night.

INT. METROPOLIS MEDICAL CENTER HALLWAY - NIGHT

Chloe Sullivan leans against the wall with a concerned looked as she peers down the Metropolis medical Hallway outside Mrs. Kent's room.

After a beat, she looks at her watch. Then, Chloe looks towards Mrs. Kent's room and heads toward it.

INT. MRS. KENT'S ROOM - NIGHT

Chloe walks into the room and they turn to her.

MARTHA

(smiling)

Hey Chloe.

CHLOE

Hey Mrs. Kent, how are you feeling?

MARTHA

(smiles)

Not bad. Considering...

Chloe turns to Clark.

CHLOE

Would you mind if I steal your son for a second?

MARTHA

Go right ahead.

Chloe leaves the room and Clark follows suit.

INT. HOSPITAL HALLWAY - NIGHT

Chloe and Clark stand in the hospital hallway.

CHLOE

We've got a serious problem...Frank left went to get some water, and that was an hour ago.

CLARK

You think he went home?

CHLOE

I think he went after Crane.

Clark looks pensive for a few beats.

CLARK

All right. Stay with my mother, and don't let anybody see her.

Chloe nods and Clark disappears in an instant.

INT. HOLDING CELL- NIGHT

Frank despondently sits in the corner of a holding cell, unmasked.

LEX

Bruce Wayne. Don't I remember reading your obituary? I didn't realize I'd be seeing a ghost today.

We see know that Lex stands in the center of the room. Bruce/Frank does not respond.

LEX(CONT)

...I see being reborn hasn't done much to change that charming brood of yours...

Bruce/Frank still doesn't respond. Suddenly, we hear the door to their cell open.

They turn to see Clark, in a red ski mask, standing in the door. Lex looks him up and down, curiously, as Frank gets up.

CLARK

Let's go.

Frank and Lex exit the room.

INT. HALLWAY - NIGHT

Clark, Lex and Bruce stand in the hallway. Lex turns to Clark.

LEX

To whom do I owe my gratitude?

CLARK

(masking voice)

No one.

LEX

Oh come on, I just want to properly reward you. You've just saved two very rich men.

Clark focuses on Lex.

CLARK

(masking voice)

I don't care about your money...

LEX

Your loss.

Clark looks away from Lex and, suddenly we notice that Frank is gone. He franticly looks around the hall.

LEX

It was nice meeting you.

Lex calmly walks down the hallway. Clark runs the other way.

EXT. METROPOLIS MEDICAL - NIGHT

Metropolis Medical center rests quietly in the night.

INT. METROPOLIS MEDICAL HALLWAY - NIGHT

Chloe stands in front of Lex/Clayface, in a busy Metropolis medical hallway.

CHLOE

Look Lex, Mrs. Kent really appreciates your concern, but right now, she really just needs some rest.

LEX/CLAYFACE

Chloe, it's imperative to her safety that I speak with Mrs. Kent.

CHLOE

What do you need to tell her?

Lex/Clayface avoids eye contact with Chloe and looks toward the door to Mrs. Kent's room.

LEX/CLAYFACE

I really need to tell her myself...

CHLOE

I'm sorry, you can't...

Lex/Clayface looks past Chloe and tries to walk around her. She moves with him and blocks him with her body and hands.

As she does this, she looks down in horror, to find that her hands have sunk into Lex/Clayface's chest as if it were made of silly puddy.

She looks into his eyes with fear as his the image of Lex's face returns to Clayface's normal puddy-like mask.

Clayface looks franticly around the room to see people staring at him in confusion. The guard at Mrs. Kent's door heads toward heads toward him.

With every strange look, he becomes more nervous. Suddenly, Clayface panics and runs the other way.

INT. CRANE'S OFFICE - NIGHT

Frank stands in Crane's office as he viciously slams the docter into a wall and lets him drop to the floor. Frank then picks Crane's battered body up and starts to assault his face with angry punches.

Suddenly, he stops and pushes Crane's battered body up against the wall. Frank then leans in a speaks to Cranes barely conscious face.

FRANK

You think you can hurt anyone you want? You didn't think there would be consequences did you?

Crane doesn't respond as he's barely conscious. Frank winds up and slugs Crane with all his might.

FRANK

Answer me!

Crane musters himself and looks into Frank's eye.

CRANE

Yes...

FRANK

There will be.

Frank gets ready to hit Crane again and then Clark's voice interrupts.

CLARK

Frank stop!!!

Frank turns to see Clark standing in the doorway.

FRANK

No Clark...I need to do this...He deserves to die.

CLARK

Maybe he does, but that's not for us to decide.

FRANK

He tried to kill your Mother and you're gonna let him live? You're more of coward than I thought.

CLARK

You don't wanna do this Frank...I know you don't...If you kill him there's no going back.

Frank and Clark stare each other down. Then, Frank turns from Clark and stares at Crane, whose body he holds up against the wall, and stares at him. Frank's eyes seethe with rage. His breathing is erratic and heavy.

CLARK

Frank!

Frank continues to stare at Crane. Then, without warning, he let's him drop to the floor.

CUT TO BLACK:

END OF ACT 4

ACT 5

EXT. THE KENT HOME - MORNING

The Kent home rests quietly in the Morning.

INT. CLARK KENT'S LIVING ROOM - MORNING

Mrs. Kent lies on the couch in her pajamas, in the living room. her body is still bandaged.

MRS. KENT

(to off camera)

You really don't have to baby me like this you know.

Clark enters the room carrying a breakfast tray, sets it down on the table in front of her, and takes seat.

CLARK KENT

Maybe I want to.

Martha Kent smiles.

MARTHA KENT

Well... I'm glad you do.

Clark smiles. Suddenly, his mood turns slightly pensive.

MARTHA KENT

Clark, are you all right?

CLARK

Thank you.

Martha looks at Clark, slightly confused.

CLARK(CONT)

I wanted to kill Crane...I could have been exactly where Frank was...but you stopped me.

Martha Kent smiles.

MARTHA KENT

It's what I do...

A pause.

We hear a knock from the door. Clark looks up and heads to it. He opens it only to find Frank Dixon aka Bruce Wayne standing at his door. Clark smiles.

CLARK

Hey Frank...What's up?

Frank smiles.

FRANK

Hey...

A slightly awkward pause.

FRANK

Clark...I just wanted to thank you for giving me the chance to not kill Crane...You could have stopped me at any time, but you didn't.

Clark Kent smiles.

CLARK KENT

It's not a big deal. I've been there before and I knew you wouldn't do it.

Frank smiles.

FRANK

Either way, thank you...

CLARK

No problem.

Frank reaches out his hand and they shake.

FRANK

Goodbye.

Frank turns and walks away.

CLARK

Wait! Hold on a second...

Frank looks back as Clark flashes into his house and back.

In Clark's hand, he now holds a red ski mask and hands it to Frank.

FRANK

No more masks?

Clark smirks.

CLARK

It's just not my style.

Frank smiles.

INT. CHLOE'S APARTMENT - AFTERNOON

Chloe sits in her apartment and types at her computer. Then, she hears a knock. She gets up, heads to the door, opens and sees Frank.

CHLOE

(awkward)

Hey...

FRANK

(even more awkward)

Hey...

An awkward pause.

FRANK

Can I come in?

Chloe smiles.

CHLOE

Yeah, of course...

Frank enters and Chloe closes the door. Chloe heads toward in him.

FRANK

I just wanted let you know that I'm leaving.

Chloe forces a smile.

CHLOE

To where?

FRANK

I don't know exactly...Someplace far...Asia maybe. I've got a lot stuff to figure out. All I know is I can't do it here.

CHLOE

Do you think you'll ever come back?

Frank forces a smile, he can barely look her in the eyes.

FRANK

Maybe... I don't know...

Frank walks closer to Chloe and stops when they're eye to eye.

FRANK(CONT)

(looking straight into Chloe's eyes)

There are somethings about this place that I'll always miss, but something tells me Metropolis just isn't part of my destiny. I think this city already has a hero.

A long intimate.

CHLOE

(barely holding in emotions)

Well...I'm glad to have met you Frank Dixon.

Frank/Bruce smiles and slowly leans in and kisses Chloe. The kiss starts awkward but becomes more and more passionate.

FADE OUT:

THE END