Smallville Episode X08 Revelation

by Backward Galaxy

Episode 8 of 10 in a series of Smallville fan scripts. In this episode, Clark is kidnapped and tortured only to find out the truth behind his origins.

SMALLVILLE
Episode 08

"Revelation"

EXT. METROPOLIS INTERNATIONAL AIRPORT - NIGHT

Mercy Graves blows Lex's limousine a kiss goodbye as the LexCorp helicopter slowly ascends into the air. Almost immediately, the limousine comes to a screeching halt and Lex bursts out of the back seat. He makes a mad dash toward the rising helicopter in a vain attempt to chase it down.

LEX

Stop! Wait!

The helicopter flies off, in the opposite direction of Smallville, toward the LuthorCorp Private Airline on the other side of the airport.

INT. LEXCORP HELICOPTER

Mercy removes her pilot's hat and places it on the head of the man currently seated in the copilot's seat, which is no small task considering the odd angle at which it rests. She checks over her shoulder, stealing a quick peak at the two star struck teens in the back of the helicopter.

MERCY GRAVES

Say, is it hot in here?

Clark and Chloe each appear slightly confused. They shake their heads in response.

CLARK

No, it's pretty cool actually.

MERCY GRAVES

Oh, cause I'm feeling a little warm. I'm just going to step outside real quick.

Mercy opens the door and very casually jumps out of the helicopter.

Clark and Chloe immediately sit forward in their seats, a look of sheer terror etched across their faces.

CHLOE

Oh my god!

The helicopter bucks as it falls blindly toward one of the LuthorCorp hangars below. Without a pilot to steer it, the helicopter rocks violently, sending Clark and Chloe aimlessly rattling about the interior.

Chloe lets out a muffled scream as her head slams into the side of the door. She immediately bounces backwards, slumping limply against Clark, her bleeding forehead resting against his shoulder.

CLARK

Chloe!

Clark takes her in his arms, desperately looking around for some means of escape. His eyes widen as he turns to see the LuthorCorp hangar getting exponentially bigger in the window.

EXT. LUTHORCORP PRIVATE AIRLINE - NIGHT

Four large airline hangars all sit in a row, each one slightly smaller than the next. The LexCorp helicopter heads directly towards the largest one, at a ninety degree angle to the row of hangars.

The side door explodes from the helicopter, straight outward, just as the flying machine collides with the top of the hangar and erupts into a hideous fireball. Slowly, the door makes a controlled rotation to bring it parallel to the ground. Clark, holding an unconscious Chloe in his arms, rides the door like a surfboard, skipping down off the tops of each successively smaller hangar like a stone skipping across the top of a lake.

Skipping off the top of the last hangar, Clark tightens his grip around Chloe as he prepares for the sudden drop to the ground below. Amazingly, he manages to maintain the skid as he hits the runway, sparks flying out behind him as the metal door grinds against the pavement.

Clark's eyes widen as he spots, a little too late, a rogue row of runway lights embedded into the ground. He tries to avoid it but, can't manage to steer the door clear. The lights trip the door out from under his feet and he and Chloe are sent flying into the air.

Doing his best to sacrifice his body for her, Clark holds Chloe tightly as they slam down to the ground. Their momentum continues to send them rolling forward, several feet, before finally coming to a stop.

Clark, even he a little dazed by the experience, takes a second to catch his breath and gather his bearings. He looks up at the fiery inferno that is the fourth hangar as it lights up the night sky like a second sun. Quickly, though, he turns his attention to Chloe.

CLARK

Chloe.

He crawls over to her, his suit torn to ribbons. She lays there, unconscious, her head bleeding and her arms and legs severely scraped.

CLARK

Chloe, please.

Near in tears, he frantically tries to revive her.

The massive door to the second hangar slowly starts to rise, revealing two intensely bright headlights within. Once clear of the door, a large army truck tears out of the hangar and makes a direct turn toward Clark and Chloe.

Clark looks up as he notices the army truck approaching.

CLARK

Over here.

Barely audible the first time, he throws his arms in the air and yells it out again, trying desperately to flag down the truck.

CLARK

Over here!

The truck stops short of them and Clark has to shield his eyes from the blinding beams coming from the headlights. A single, enormous, man steps out from the passenger side, closing the door behind him. He stands well over six feet tall, possibly seven, with abnormally wide shoulders. Stepping up just in front of the truck, the shadows from the headlights block his face.

Clark waits a second. The man does nothing but stand and stare.

CLARK

Please.

He motions to Chloe.

CLARK

She needs help!

Without saying a word, the man reaches down into one of his pockets, pulling out a small metallic spheroid. He holds it in his outstretched hand for a moment, then, gently tosses it to Clark.

Clark catches the spheroid, instantly regretting the decision, as powerful green bolts of electricity shoot out from the tiny metal ball and tear away at his body. After several seconds, Clark's eyes roll back in his head and he drops lifelessly to the ground next to Chloe.

A second man now emerges from the truck, this time from the driver's side door. He is a much smaller man but, only slightly less imposing. He walks out in front of the truck and waits for the first man to speak.

COLONEL KALIB

Bring him to the Red Room.

The smaller man nods and turns, motioning to someone. Almost immediately, two men come running in from behind the truck. They quickly scoop up Clark's hands and feet and carry him back to the truck.

LIEUTENANT SHULL

What of the girl? She lives.

COLONEL KALIB

Leave her.

Kalib turns.

COLONEL KALIB

Let her wonder.

Kalib and Shull each turn and get back into the truck. They drive off, leaving the battered and beaten Chloe Sullivan behind.

EXT. SMALLVILLE MEDICAL CENTER - NIGHT

The medical center lights shine like a bright star against the magnificent backdrop of the Smallville night sky.

INT. SMALLVILLE MEDICAL CENTER - OUTSIDE PETE'S ROOM

Jonathan Kent stands, his arms crossed over his chest, as he stares through the viewing pane at Pete, laying unconscious in a hospital bed, his head wrapped and his parents at his bedside.

MARTHA

He still isn't answering.

Jonathan shakes his head in angry frustration as Martha steps up next to him. She rests her head against his shoulder.

JONATHAN

He should be home by now.

MARTHA

Maybe he is. He could be sleeping.

JONATHAN

Martha, we're talking about Clark. He used to wake up in the middle of the night because the neighbors kept getting prank calls. a mile down the road.

Jonathan lets his arms drop down to his sides, causing Martha to pull up from her lean.

JONATHAN

Of all the nights. Have you tried calling Gabe?

MARTHA

::nods:: Lana picked up. She said Clark dropped Chloe off around eleven- thirty. They all went to sleep.

JONATHAN

Then, I don't understand. Where is he? It's not like Clark to just up and disappear like this. It's totally irresponsible.

MARTHA

Tonight was a big night for him. And after all that's happened in the past few days, maybe he just couldn't sleep. Maybe he went out for a walk.

JONATHAN

A walk?

Martha frowns at his sarcastic "yeah right" tone.

MARTHA

My point is, we don't know where he is. We shouldn't jump to any conclusions.

Jonathan shakes his head and turns away from the window.

JONATHAN

You're right.

He starts walking down the hall.

MARTHA

Jonathan, where are you going?

JONATHAN

I'm going home. and if Clark isn't there when I get there, I'm jumping to conclusions right down his throat the next time I see him.

MARTHA

You can't go home. Sheriff Adams told us to wait here.

JONATHAN

If she wants me, she'll know where to find me.

SHERIFF ADAMS

I'd rather not have to go chasin' ya down now, if that's all right, Mr. Kent.

Jonathan stops in his tracks. He and Martha slowly turn around to find Sheriff Adams, and her deputy, standing at the other end of the hall.

JONATHAN

Hello, Sheriff.

Adams and her deputy walk down the hall, stopping just short of Martha but, keeping their eyes on Jonathan.

SHERIFF ADAMS

You going somewhere, Mr Kent?

JONATHAN

I was going home, if that's all right with you. It's getting late.

SHERIFF ADAMS

Well, that's odd. See, by my count.

Adams looks at her watch.

SHERIFF ADAMS

It's gettin' early.

The sheriff waits a moment for him to say something in reply but, when one never comes.

SHERIFF ADAMS

Now, I have tried to be patient with you, Mr. Kent, but you are severely dullin' my blade. I just might think twice about settin' sail, seein' how that boy in there's gonna be pointin' fingers awfully soon, as I hear it.

MARTHA

Sheriff, you can't possibly think we had anything to do with this. We would never do anything to hurt Pete.

SHERIFF ADAMS

I ain't sayin' ya did.

JONATHAN

But you're not convinced we didn't, either.

One corner of Adams' lips turns up slightly.

MARTHA

Pete and Clark have been friends since kindergarten. He's practically like a second son.

SHERIFF ADAMS

I am moved, Mrs. Kent. Though, 's far as theories go, I am shallow in the bucket. Now, I got myself a Peter with a crucial lack of Pan and a 911 that, apparently, neither ya'll placed. That leaves me with a whole lot of questions and, I got to be honest with you folks, I am tired of being the tap-dancing question mark. Now.

The sheriff pulls a small tape recorder from her belt and shows it to them.

SHERIFF ADAMS

I have here the tape recording of the 911 that we received not but a few hours ago. I have listened to it, briefly, and can safely say that neither ya'll's made that call. I was kind of hopin' you might be interested hearin' it and tellin' me if you recognize the caller. that is, unless you're feelin' too tired.

She shoots Jonathan a stern glance.

SHERIFF ADAMS

Because if that's the case, we can all head down to the stationhouse, and you folks can take a good long nap next to the Shoeless Shoveler in one of our fine cells courtesy of the taxpaying, law abidin', citizens of Smallville, Kansas, and we can just listen to it when the sun come up. Now, how does that float your boat?

After only a short consideration, Jonathan walks back down the hall and stands next to Martha and the sheriff. Truly, they are curious as anyone.

SHERIFF ADAMS

I am pleased as a peach. Now, do listen carefully.

A short burp of static escapes the minor speakers of the small device as the sheriff presses play. Shortly after, a voice can be heard crying in the background.

CALLER

Please help!

EMERGENCY OPERATOR

911 emergency.

The operator waits for a response but is met only with more crying.

EMERGENCY OPERATOR

Hello? Hello.?

CALLER

Please, you have to come quick. He fell! He's hurt! He's not moving!

Jonathan and Martha instantaneously recognize the caller's voice. as Lana Lang's.

EMERGENCY OPERATOR

Miss, I need you to calm down.

CALLER

I can't calm down! He's not moving! He's going to die! Please, you have to come quick! I'm at the Kent farm on Shuster Road. Please, hurry!

EMERGENCY OPERATOR

Miss, can I have your name, please?

Crying.

EMERGENCY OPERATOR

Miss?

Adams turns off the recording just as the caller hangs up.

The sheriff looks at the stunned faces of Jonathan and Martha Kent and waits for any kind of response. She intuits all from their silence.

SHERIFF ADAMS

I take it. we have a winner.

Adams raises an eyebrow and waits.

EXT. METROPOLIS GENERAL - EMERGENCY ENTRANCE

Red and blue flashing lights illuminate the night sky outside Metropolis General as an ambulance offloads two stretchers, each with blanket drawn over the faces of their respective occupants. Two medics quickly wheel the stretchers through the sliding glass doors and down the hall.

INT. METROPOLIS GENERAL - FIRST FLOOR HALLWAY

The medics race the stretchers down the hall. Several nurses and patients move off to the side to avoid being run down.

MEDIC I

Out of the way!

Toward the end of the hall, a set of elevator doors slowly begins to close, causing the medics to quicken their pace.

MEDIC II

Hold the elevator!

A nurse, talking to a man on crutches a few feet away from the elevator looks up. Noticing the onrushing medics, she quickly turns, slamming her hand against the elevator button, catching it just before the doors shut.

Slowly, the doors change direction and reopen. The medics take turns shooting the nurse a thankful nod as they slip inside the elevator.

MEDIC II

Thank you.

The nurse smiles and wishes them luck as the elevator doors close.

INT. METROPOLIS GENERAL - THIRD FLOOR HALLWAY

Once again, the elevator doors slide open. Lex Luthor and Helen Bryce immediately step out of the elevator and head down the hall as, behind them, the two medics each surreptitiously pocket a small wad of bills.

MEDIC I

I take back every bad thing I ever said about the Luthors.

MEDIC II

::nods:: Mmm hm. I hear dat.

The elevator doors close on the smiling medics and their two empty stretchers.

Meanwhile, a rather buxom nurse works behind the emergency desk, finishing up filling out a few forms for one of the many unfortunate patients having need of the hospital's midnight services. Hearing footsteps thundering down the hall, toward the desk, she looks up. Lex and Helen dart passed her.

NURSE CARMEN

Um, excuse me, can I help you?

Lex and Helen turn their attention toward the nurse, stepping toward the desk as they catch their breath.

LEX

We're here to see Doctor Hackman.

NURSE CARMEN

I'm sorry but, Doctor Hackman is currently indisposed.

LEX

It's an emergency.

Nurse Carmen shoots Lex a dumbfounded look, motioning toward the big red letters spelling out "EMERGENCY WARD" over the desk.

NURSE CARMEN

Most things are in the emergency ward, darlin'. Now, how did you get in here anyway? Visitors aren't allowed in this section of the hospital.

LEX

My name is Lex Luthor. There was an accident involving one of my helicopters. We were told the victims were brought here under the care of Doctor Hackman.

NURSE CARMEN

Then you can understand why the Doctor is indisposed. Now, I'm afraid I'm going to have to ask you two to leave. I'll let Doctor Hackman know you're here and as soon as he's.

HELEN BRYCE

Please, they're our friends.

NURSE CARMEN

And who are you?

HELEN BRYCE

I'm a doctor.

NURSE CARMEN

Not in this hospital you ain't.

HELEN BRYCE

My name is Helen Bryce. I'm a Doctor at the Medical Center in Smallville.

NURSE CARMEN

And I'm sure your momma's proud as a peacock, honey, but you still can't be back here. Now, are you gonna leave or am I going to have to call security?

DOCTOR HACKMAN

That won't be necessary, Carmen.

Doctor Hackman steps up behind Helen and Lex and they each turn to face him. He seems tired, probably overworked, and a little frustrated.

LEX

Doctor Hackman.

HELEN BRYCE

Doctor?

DOCTOR HACKMAN

The good news first. I've just finished examining the girl. She suffered remarkably minor injuries considering what she went through.

Lex almost falls out of his suit.

LEX

She's alive?

DOCTOR HACKMAN

::nods:: Quite.

HELEN BRYCE

What's her condition?

DOCTOR HACKMAN

She suffered a severe concussion. I've ordered an MRI as soon as we've better stabilized her condition. I don't think there's any permanent damage though. We're cleaning her up and she does have a broken arm. The nurses are setting it now.

Lex finally chokes down his tongue long enough to spit a few words out. His surprise by the news is apparent.

LEX

How did she survive the crash?

DOCTOR HACKMAN

I'm not entirely certain but, from what I've been told, they found her several hundred feet from the helicopter. The only thing I can think of is she must've realized there was something wrong and jumped. which, in and of itself, is remarkable considering it would have been a six story drop down onto a paved runway. Thirty years, I've never seen anyone come away from something like that in such good condition. hell, most people don't have a condition after something like that.

LEX

What about Clark?

Doctor Hackman pauses, looking almost a little confused. After a few seconds, though, his confusion turns to a mournful gaze.

DOCTOR HACKMAN

I'm sorry. he didn't make it.

HELEN BRYCE

Oh my god.

Lex's stare turns blank and the pink visibly drains from his face.

DOCTOR HACKMAN

He was DOA. There was nothing we could do for him.

Tears welling up in her eyes, Helen wraps her arms around Lex, who simply stands there, limp.

DOCTOR HACKMAN

Strange, though. His nametag said Gregory. I'll have to make the necessary arrangements and change the identification.

Lex looks up.

LEX

Nametag?

DOCTOR HACKMAN

::nods:: On his pilot's uniform. His name was Clark?

LEX

No, the pilot's name was Gregory Persons. I'm talking about Clark Kent.

Hackman remains silent.

LEX

He was the second passenger.

Helen struggles to compose herself.

DOCTOR HACKMAN

Second passenger? I was only aware of the pilot and the girl.

HELEN BRYCE

You mean he wasn't brought in yet?

Hackman looks over Helen's shoulder to Carmen.

DOCTOR HACKMAN

Carmen, has anyone else been brought in from Metropolis International?

NURSE CARMEN

Doctor?

Over Doctor Hackman's shoulder, three police officers step into the picture, talking amongst themselves. One of them, a familiar police Lieutenant, becomes distracted by Hackman and takes care to listen in.

DOCTOR HACKMAN

A teenage boy, about six foot four, black hair, blue eyes.

Carmen sifts through her files briefly.

NURSE CARMEN

::shakes head:: Just the pilot and the girl, Doctor.

LEX

How is that possible? I saw him get on the helicopter.

MAGGIE SAWYER

Excuse me.

They all turn around.

MAGGIE SAWYER

Lieutenant Maggie Sawyer, Metropolis Police Department. Did I hear you correctly? There was a third person onboard that helicopter?

HELEN BRYCE

::nods:: A teenage boy, Clark Kent. He and the girl were flying back to Smallville together.

Maggie, frustrated, pulls her radio from her belt.

MAGGIE SAWYER

We have people all over that crash site. We didn't find anyone else.

LEX

I watched it take off. He was onboard.

HELEN BRYCE

Maybe he jumped, like Chloe.

MAGGIE SAWYER

::nods:: That's just great.

Sawyer pulls the radio to her mouth.

MAGGIE SAWYER

This is Lieutenant Sawyer, at Metropolis General, to stationhouse, come in stationhouse.

RADIO

Stationhouse. Go ahead, Lieutenant.

MAGGIE SAWYER

Patch me through to Bullucky at International. We may have another victim on our hands.

Helen turns, looking over at Lex. His eyes diverted, he further contemplates the ever-growing mystery that is Clark Kent.

INT. RED ROOM

A small red light reaches out from an incredible blackness, enveloping all.

A red haze of light, with no apparent source, engulfs Clark Kent in its center. Metal chains bind his wrists and ankles as he weakly fumbles to his feet. All but his pants removed, the sweat trickles down his glistening chest as he struggles to see out into the blackness.

Taking leave of his search for any recognizable means of escape, Clark turns his attention to his shackles, pulling at the chains, trying to tear them from their metal bolts which fasten them to the floor. To his utter horror, his super strength seems no match for the bindings, and as the chain links clang together during each successive pull, they laugh at him, mocking his futile attempts to break away from their fanatical hold.

Surrounded only by a red light and darkness, fear takes its turn running its course through his mind.

COLONEL KALIB

How does it feel to be shackled, boy? How does it feel to be chained. like an animal?

The voice echoes all around him, like a powerful thunder beating him down and into submission. Clark turns his gaze every which way, desperately searching for the man behind the voice, if only to break away from the uneasy unknown.

COLONEL KALIB

I understand. This must be truly humbling for you.

CLARK

Who are you? Show yourself!

COLONEL KALIB

Aaaah, even now he speaks with such conviction. a true sign of strength. or is it simply ignorance? Then again, is there really any difference?

Clark strains his eyes to look ahead, following the echoing sound of footsteps as they approach. Out of the shadows, a beast of a man appears before him, a full head taller than Clark with shoulders twice as broad.

The man, Colonel Kalib, wears a rigid American military uniform, tan, well adorned with medals of varying shapes and sizes. He also wears, though not by choice, a much less flattering scar over his right eye, beginning at the base of his forehead, reaching down over the lid and halfway down the man's cheek. Fortunately, his eye seems to have somehow escaped harm from whatever blade exacted such a high price on his hideous mug.

COLONEL KALIB

Didn't think we knew about you, did you?

Clark steals a glance to either side, trying not to tremble before the man instantly identifiable as an enemy.

Kalib looks on Clark with disgust.

COLONEL KALIB

The boy forged from steel.

Kalib bawls a bellowing laugh that reverberates off whatever poses as walls hidden within the shadows of the Red Room.

COLONEL KALIB

Even steel can be made to break.

Kalib moves another step closer to Clark, leaning slightly so as to come face to face with the future Man of Steel. It is a deliberate show of strength by Kalib, proving his security in coming within reach of the "super" boy.

COLONEL KALIB

. or even bleed.

Thunder begets lightning as Kalib reaches back and, lightning quick, slams his fist into Clark's gut. Gasping for air, letting out a hefty moan, Clark falls to one knee.

COLONEL KALIB

. under the right conditions.

A droplet of blood trickles down from Clark's lips, sinking through the air, and landing in a small puddle in front of him. Wincing in pain, Clark's eyes fixate on the small pool of blood. Kalib quickly takes notice as he stands triumphantly over Clark.

COLONEL KALIB

What's wrong, boy? I thought you liked the taste of blood.

Clark's eyes widen as his body is torn away from the hard ground. Kalib wraps his massive hand around Clark's neck, lifting him into the air, straining the length of the chains and Clark's apparently fragile anatomy. Clark would cry out in pain if only he could breathe.

COLONEL KALIB

Did you really think you could keep your plans from us? Did you think we wouldn't find out about you? You've lived among us for so long, the arrogance! It's almost human.

As Clark struggles with consciousness, Kalib pulls him close.

COLONEL KALIB

Yet, not quite human, are you Kal-El?

Clark's eyes slowly roll back in his head. Left with no other choice, Kalib is forced to drop him in a lifeless heap.

Disgusted, Kalib turns away.

COLONEL KALIB

Put him in the chair. We'll soon know everything he knows.

Kalib looks back at Clark who lays motionless amongst the tangled web of chains.

COLONEL KALIB

Rule them with strength. Feeble weakling. You'll rule nothing!

Kalib walks off, disappearing back into the shadows of the mysterious Red Room.

EXT. SMALLVILLE ROADWAY - NIGHT

A long, straight, roadway reaches from one end of the horizon to the next. A single police cruiser, the Sheriff's car, traverses the road, it's headlights at full beam. Besides the glow of the full moon overhead, only the sparse porch lights, reaching out from far off in the distance on either side, provide any illumination.

INT. SHERIFF ADAMS' POLICE CRUISER

Sheriff Adams smiles evenly, keeping both hands on the wheel as she sneaks a glance into her rear view mirror.

SHERIFF ADAMS

Ya'll comfortable enough back there?

She reaches for the air conditioner.

SHERIFF ADAMS

I can turn the air up if you'd like.

Martha picks her head up from Jonathan's shoulder just long enough to shake her head and smile.

MARTHA

We're fine, thanks.

Martha returns her head to her husband's shoulder. Meanwhile, exhausted and frustrated, Jonathan takes solace in counting the porch lights of the passing houses.

SHERIFF ADAMS

Seat 's comfortable, isn't it? I sat back there myself, once. I was surprised how nice and comfy it was.

JONATHAN

::rolls eyes:: Sure, it's like a couch.

He leans forward and taps the glass separating the front and rear compartments of the cruiser.

JONATHAN

. a bulletproof couch.

SHERIFF ADAMS

Well, I do apologize for that but I'm afraid, even in this monstrosity the state calls a cruiser, we'd be a tad bit cramped if we all sat up front. Look on the bright side, though, it could be worse.

Martha and Jonathan each turn to witness the other's expression.

JONATHAN

With all due respect, Sheriff, I really don't see how that's at all possible.

Adams shrugs and rummages around the passenger seat a moment. She lifts up a pair of handcuffs and shows it to them.

SHERIFF ADAMS

You could be wearin' iron bracelets.

Jonathan shakes his head and throws his head back against the seat.

JONATHAN

::under breath:: At least, then, I'd have something to chew on.

Martha elbows him in the side.

MARTHA

::quietly:: Jonathan.

JONATHAN

I'm sorry. I've had bad experiences with riding in the back of police cruisers.

SHERIFF ADAMS

Had much experience, have you, Mr. Kent?

Jonathan shoots the Sheriff a dirty look from the back.

JONATHAN

I resent.

Martha squeezes her husband's arm to get his attention, before he blurts out something he can't take back. He reconsiders his words.

JONATHAN

You're not really a people person, are you Sheriff?

SHERIFF ADAMS

Sure I am. I love people. They're such interesting little creatures.

Martha looks up as the cruiser moves toward an intersection in the road. She leans forward.

MARTHA

Turn here.

SHERIFF ADAMS

Thank you, Mrs. Kent, I know where I'm goin'.

Adams turns the wheel smoothly, guiding the vehicle off the main road and onto a more scenic looking route.

MARTHA

I wasn't sure.

SHERIFF ADAMS

I've takin' to driving the streets whenever the time slips in front of me. Can't tell ya how many times I've gotten lost but, it's the best way to learn the roads. Ya just got to be sure to bring extra coffee with ya cause, if you ain't careful, you could end up a cow's ass passed the Dakota's before you know it.

Confused, Martha mouths "cow's ass passed the Dakota's?" to herself several times before shaking her head.

SHERIFF ADAMS

That's the key to turn around, though, soon as you see the "Welcome To" signs. You get to meet some interesting people that way, though. Just the other day I.

Jonathan sighs deeply.

SHERIFF ADAMS

. found myself out in the good ole' country off on some dirt road. There were no street signs so my maps were about as useful as poison ivy toilet paper. Anyhow, I pulled up to this little old place, real quaint like, you'd like it. It was nice and homey, built from a pile up. Couple a fella's shacked up there helped me get back onto the main road, Bo and Luke I think their names were.

The Sheriff thinks on it for a moment.

SHERIFF ADAMS

. or somebody. Anyway, sweet dears, makin' their way the only way they know how, but you could tell they probably haven't seen the light of cable TV since about 1985. Say, you two like TV?

MARTHA

Oh, we don't really watch much.

SHERIFF ADAMS

I do. I like them Friends. They kick me up. Them and that Jerry Seinfeld guy are probably my favorites but, they ain't makin' more of his show. They went and stopped a few years back so now I just catch the reruns whenever I can.

JONATHAN

::to himself:: Why couldn't Gabe have just picked up the damn phone?

SHERIFF ADAMS

What's that, Mr. Kent?

JONATHAN

Nothing. Nothing.

SHERIFF ADAMS

Oh. Well, I'll tell you what else I like is that Science Fiction channel they got on now. They got some wild stuff on there. I caught this show on there the other day called Farscape. Now, that's a crazy show. They got blue people on that show. Can you imagine? Blue people!

Adams laughs loudly, startling Martha who jumps.

SHERIFF ADAMS

I wish I had imagination like that. I can't write for spit, though. That's why I became a cop. The pen may be mightier than the sword but it sure as hell don't beat a Glock. You own a gun Mr. Kent?

JONATHAN

Not anymore, no.

SHERIFF ADAMS

Not anymore? What happened? Don't tell me ya lost it.

JONATHAN

::shakes head:: I got rid of it.

SHERIFF ADAMS

Why's that?

JONATHAN

Just didn't need it anymore.

SHERIFF ADAMS

Don't you "need" to protect your family?

JONATHAN

::laughs:: My family doesn't need any more protection.

SHERIFF ADAMS

How d'ya mean?

Jonathan bites his tongue on the slip. Martha jumps in for the save.

MARTHA

With such a capable Sheriff running the Smallville Police Department, why would we ever need more protection?

SHERIFF ADAMS

Well, now, that is true. I'll give you that one. And I'm sure hopin' you really see things that way and you aren't just blowing smoke up my backside.

She pauses, her eyes softening in the mirror.

SHERIFF ADAMS

I know I can be tough, maybe even a little cold sometimes but, you gotta know, I'm just doing what I gotta do. what I think is right. I think you're good people, Mr. and Mrs. Kent. I really do. And I want to trust ya'll very much but, you got to admit that your names come up a little often in police affairs. especially your boy's.

JONATHAN

Trouble seems to find a way of finding Clark.

SHERIFF ADAMS

I just want to make sure it's just that. and that ya'll ain't findin' it.

Jonathan takes a breath then, leans forward.

JONATHAN

Sheriff, I think I can honestly say that when we're all done here tonight, nothing would please me and my wife more than to go home and never have to see you again.

Adams laughs, taking the snub in good humor.

SHERIFF ADAMS

Well, I'm sure glad to hear that, Mr. Kent, cause I got to tell ya. I'm getting tired of ya'll's ugly faces.

Martha smiles, wrapping her arms around her husband's as he leans back in the seat. Something catches her attention, though, when out of the corner of her eye she notices a light switch out in the distance. and then another. and then another. As the cruiser continues down the long road, the house lights turn out in succession, following them in stride.

MARTHA

Jonathan.

Martha motions out the window where several more lights blink out in the distance. Jonathan leans forward against the door, suspiciously looking out into the darkness.

Suddenly, the cruiser begins to sputter and the engine cuts out. Sheriff Adams mind races as the front headlights blink out and the road is swallowed up in front of her. She swerves.

EXT. SMALLVILLE ROADWAY - NIGHT

The police cruiser tears wildly through some brush, missing the turn in the road completely. Hitting a small pile of rock on its left side, the cruiser turns over and veers into a metal fence surrounding a nearby property, flipping over and skidding to a stop up against a tree.

INT. SHERIFF ADAMS' POLICE CRUISER

Smoke and rubble fill the interior of the upturned police cruiser. Partially seized to their seats by their safety belts, Jonathan and Martha struggle to remain conscious after the horrifying crash.

Jonathan, bleeding from the forehead, coughs from the smoke as he turns to his attention to his wife.

JONATHAN

Martha?

Martha coughs as she fights to re-gather her bearings.

MARTHA

We're upside down again, Jonathan.

JONATHAN

Yeah, well, I don't see any kids this time.

Jonathan runs his hands down to the buckle on his safety belt, detaching it, using his other arm to brace himself. Squirming free, he turns himself upright and begins helping Martha, while at the same time checking on the Sheriff.

JONATHAN

Sheriff? Are you all right?

Martha squirms free from her seat and she and Jonathan turn their attention towards wriggling their way out of the vehicle.

SHERIFF ADAMS

Looks like trouble found ya'll again, Mr. Kent.

JONATHAN

Are you hurt?

SHERIFF ADAMS

Oh. I'd say, it's a little worse than that.

As Martha and Jonathan squeeze their way out of the cruiser, they quickly crawl their way to the aid of the Sheriff. As they look in on the battered policewoman, they find her pinned to the back of her seat by a large metal rod protruding from her shoulder. A section of the metal fence the cruiser crashed through broke free and stabbed completely through the Sheriff's shoulder.

INT. KENT HOUSE - CLARK'S ROOM

The room is completely dark but for a small candle lit beside the bed where Clark lays, Lana by his side. She sits in a wooden chair, the candlelight reflecting softly against her eyes. Softly, she presses her hand to his cheek, caressing it gently.

LANA

Clark?

She waits for him as he stirs slightly in the bed.

LANA

Clark?

With a scream, Clark sits up violently, the sheets running down his bare chest, settling down by his waist. Startled, Lana puts her hand on his shoulder to calm him.

LANA

It's okay. It's okay. It's okay. Shhh. You're safe.

Clark looks around the room, his vision blurred, finally settling on her soothing face.

CLARK

Lana?

LANA

It's okay.

She leans over him, placing her hands on his shoulders, gently pressing him back down to the bed.

LANA

Everything's all right.

Sweating something fierce, his heart racing, Clark takes several deep breaths as he presses his head back against his pillow.

CLARK

Where am I?

LANA

You're home. in bed.

She sits back down in the chair as Clark takes a second look around. As if the candlelight suddenly became several times more intense, he now sees the room for what it is, his blurred vision becoming accustomed to the darkness. He's home, in his own bed, in his own room.

CLARK

How did I get here?

She looks on him with sorrowed eyes.

LANA

Don't you remember?

Clark sifts through the memories in his mind, unable to grasp the one that gives him the answer he so desperately searches for.

CLARK

Remember?

LANA

You escaped while they were interrogating you.

A flash of memory sparks in Clark's mind and he finds himself strapped to a chair in the middle of the Red Room. Colonel Kalib, his arms crossed, stares at his restrained prey, circling the chair as Clark cries out in pain.

Recapturing the moment, Clark looks up at Lana and focuses on her.

CLARK

I escaped?

LANA

They didn't realize how strong you were.

Lana dips her hand into a small basin of water beside the bed, removing a washcloth from it. Ringing it out, she folds in neatly and dabs the sweat from his forehead.

LANA

You were in pain. You broke free from the chair.

Again, a flash of memory, and Clark sees himself crying out in agony as Lieutenant Shull slashes at him with several bolts of electricity emitting from a this tube in the man's hand. The bolts tear at Clark's flesh and he writhes against the restraints of the chair, weakening their grasp on him, eventually ripping them and the chair to pieces.

Lana folds the damp washcloth neatly over Clark's forehead.

LANA

They tried to stop you but, they couldn't. You were too strong.

Clark sees himself fighting for his life as several guard rush towards him, hurling one unlucky soldier several feet into the air and into Lieutenant Shull on the far side of the Red Room.

LANA

You found your way out.

A flash. Clark tears through a metal fence like it's made of tissue paper, leaving the LuthorCorp Private Airlines behind him as sirens sound off in the distance.

LANA

. and found your way home.

Desperately out of breath, Clark looks to his house from the far end of his driveway, a tear running down his cheek.

Clark slowly calms himself, pulling the sheets back over his chest, allowing Lana's gentle touch to soothe his weary soul.

LANA

You don't remember any of it?

CLARK

I remember. I remember now.

She nods, laying her hand on his arm as he stares blankly up at the ceiling.

LANA

We were worried about you. We didn't know. We just didn't know.

Clark takes a breath, then, turns to her quickly.

CLARK

Chloe? Where's Chloe? Is she all right?

He sits up again, a shrill panic crawling up the back of his neck. Quickly, though, almost reflexively, he cringes in pain, grasping at his head. He holds it in agony, the washcloth slipping down to the floor.

LANA

Hey, hey, hey. You're in no condition.

Lana gingerly presses him back down to the bed, replacing the washcloth on his forehead.

CLARK

Chloe.

LANA

Don't worry. She's fine.

She smiles, pleased to see the relief spread over him.

LANA

You saved her. She was here. She actually just left a little while ago.

CLARK

I was worried.

LANA

So was she.

He looks up at her. and pauses. What to say?

CLARK

Lana, I.

She shakes her head and smiles.

LANA

Shhh. It doesn't matter. None of that matters anymore. Everything's changed now.

Lana leans back in the chair and swallows, hard. She looks down briefly, then back up at him in the bed.

LANA

They know about you. They know everything.

He diverts his eyes, almost ashamed, at least of the circumstances.

LANA

It's no shame, Clark. No one expected you to be able to withstand what they put you through. I can only imagine. It must have been horrible.

Another flash of memory sees Clark, again strapped to the chair, writhing in pain against the vicious beating by Lieutenant Shull.

LANA

Any one of us would have done the same thing in your position. I'm just so sorry you had to go through that.

Lana pauses... She leans forward in the chair, coming closer to him.

LANA

But things have changed, Clark. We need to know what you told them.

CLARK

I. I don't remember telling them anything.

LANA

They asked you questions.

Back in the chair, in the Red Room, Clark peers at Colonel Kalib out of the corner of his eye. Kalib stares down at Clark with contempt, circling around the chair as he hurls a small barrage of questions at the incapacitated, and very much afraid, Clark.

COLONEL KALIB

Who are you?

Flash.

COLONEL KALIB

What are you?

Flash.

COLONEL KALIB

What planet are you from?

Flash.

COLONEL KALIB

Why are you here?

In his bed, Clark continues to sweat as his memories play out in front of him. Lana leans even closer to him, now with both hands on his arm.

LANA

You couldn't help it. The pain was too great.

The light of the Red Room beats down on Clark mercilessly as Shull hits him with another barrage of electricity. Colonel Kalib triumphantly awaits Clark's answer.

CLARK

My name is Kal-El. I was sent here as a child, by my father, from the planet Krypton.

LANA

They wanted to know your plans.

COLONEL KALIB

What is it you're planning?

Clark shakes his head, the washcloth sliding down one side and onto the pillow.

CLARK

I didn't understand.

LANA

That's what you told him.

Clark fights the restraints of the chair, struggling to break free.

CLARK

I don't understand.

LANA

But you knew what he meant.

COLONEL KALIB

Rule them with strength, my son. That is where your true greatness lies.

Lana stares at Clark, determined, gripping at his arm so tightly, her knuckles turn white as the sheets.

LANA

He wanted to know about the invasion.

In the Red Room, Colonel Kalib comes right up to Clark's face, screaming at Clark cruelly.

COLONEL KALIB

You're planning to invade Earth, aren't you? To enslave mankind!

CLARK

No!

In his bed, Clark shakes his head back and forth, almost whimpering.

CLARK

No.

LANA

He wanted to know timetables.

COLONEL KALIB

Locations.

LANA

How many troops.

COLONEL KALIB

What kind of weapons.

LANA

And you told him everything.

CLARK

No. No, I didn't tell him anything.

LANA

The pain was too great. You couldn't help yourself.

The veins bulge in Clark's neck and arms as he writhes in agony against Shull's brutal onslaught.

Lana's hands dig deeper into Clark's arm.

LANA

You told him about the invasion.

CLARK

Invasion?

LANA

You told him it was your destiny to rule, that it was your right, and there was nothing he nor anyone else on this pathetic planet could do to stop you.

CLARK

No. No, I.

LANA

We have to know what you told them so we can prepare. What did you tell him?!

CLARK

I didn't tell them anything.

LANA

You'd never experienced pain like that. Without your powers you were weak.

The lights of the Red Room beat down on Clark in the chair.

Clark continues to sweat, in bed, as Lana leans over him.

LANA

. vulnerable. They hurt you. You were scared.

CLARK

No.

Colonel Kalib laughs a bellowing laugh as Clark writhes away in the chair, begging for mercy.

CLARK

No!

Lana now appears angry, digging her hands deeper into his arm. A small puddle of blood begins to soak into the sheets around his arm as she pierces his skin with her nails.

LANA

They broke you and you told them everything!

CLARK

I didn't!

LANA

Why not?!

CLARK

Because there is no invasion!

Finally, he breaks down and cries. Disappointed, Lana releases her grip on him and sits back in her chair.

CLARK

There is no invasion.

INT. RED ROOM

Clark sits, restrained to the chair, as Colonel Kalib and Lieutenant Shull look on from a nearby computer console. Above them, a monitor shows Clark lying in his bed, with Lana by his bedside. Another man, whose back is turned, also works at a second console adjacent to theirs.

Tears stream down young Clark's face from behind an awkward mechanical headset pressed firmly against his skull. He wearily repeats, over and over again.

CLARK

There is no invasion. There is no invasion.

Kalib looks over at Shull, frustrated to no end. Shull merely shrugs.

LIEUTENANT SHULL

I'm still getting unclear readings.

COLONE KALIB

Then, he's lying.

LIEUTENANT SHULL

I'm not convinced of that.

COLONEL KALIB

You said it yourself.

LIEUTENANT SHULL

We've never encountered this type of interference before. It could be due to any number of reasons. It's entirely possible the incapacitator we used left residual brain damage. That could be causing interference along the neural curve.

COLONEL KALIB

Bah! That's never happened before.

LIEUTENANT SHULL

We've never used it on his kind before.

Kalib growls slightly as he thinks to himself. Finally, he shakes his head.

COLONEL KALIB

No. He's holding back. He's hiding something from us and I want to know what it is before the General arrives.

LIEUTENANT SHULL

I'm afraid that could prove difficult. The interference has also made it difficult for us to yield an accurate model of his criterion memory. It's entirely possible our stimuli are completely wrong.

COLONEL KALIB

Why is that important?

LIEUTENANT SHULL

It's important because the more mistakes we make, the more suspicious he'll become of our simulation. even in his current, fragile, mental state.

COLONEL KALIB

Then, change the frequencies and start again.

Kalib motions toward the monitor.

COLONEL KALIB

We'll learn nothing more from this façade anyway.

LIEUTENANT SHULL

Every time we change the simulation, we have to wipe his short term memory, and that takes time.

Kalib slams his hand down on the console.

COLONEL KALIB

Just do it! I must know everything he knows. All our lives may depend on it.

Kalib takes a step towards Shull, coming face to face with his subordinate.

COLONEL KALIB

. and yours definitely does, Lieutenant. Understood?

LIEUTENANT SHULL

::swallows:: Thoroughly.

Kalib turns and heads off toward a nearby lift hidden in the shadows of the Red Room.

COLONEL KALIB

I suggest you get started.

Shull watches intently as Kalib uses a small indent in the wall to scan the palm of his hand. Almost immediately, a small section of the floor rises up, carrying Kalib infinitely higher until he eventually disappears into the shadows of the heights.

Turning, Shull faces the man stationed at the second console.

LIEUTENANT SHULL

Prepare the neural wipe. We'll need to start a new simulation.

The man at the second console turns, nodding to Shull.

SHUANG

Yes, sir.

Clark's eyes glaze over as a final tear runs down his face.

CLARK

There is no invasion.

INT. METROPOLIS GENERAL - CHLOE'S ROOM

A pure white blanket slowly rises and falls with slight shutters mixed between the repetitions as each soft breath is struck by a stubborn heartbeat. Chloe rests peacefully in her hospital bed.

The door clicks open, a burst of light tearing a golden gash into the darkened room. Three silhouettes stand on the other side.

DOCTOR HACKMAN

Keep it brief. She needs her rest.

HELEN BRYCE

Thank you, doctor.

LEX

Thank you.

Lex and Helen step quietly into the room, closing the door behind them. Simultaneously, they each turn their attention to the hospital bed. Helen's expression immediately drops, a wave of sadness, and compassion, rushing over her. Lex's reaction is slightly more. stolid.

LEX

::under breath:: Incredible...

HELEN BRYCE

Lex?

He shakes his head, quickly hiding his shock, and curiosity, under a more fashionable sigh of relief.

Helen approaches the bed and sits down on the edge, reading from some of the machines nearby monitoring Chloe's condition. In an almost maternal gesture, she brushes some stray hairs from Chloe's face and takes the girl's hand in her own.

Chloe sighs slightly as Lex looks on from a more conservative distance. He crosses his arms across his chest.

HELEN BRYCE

Chloe.

A wisp of air escapes from behind Chloe's parched lips. After a pained groan, her eyes flutter open.

HELEN BRYCE

Chloe, it's Helen, Helen Bryce.

CHLOE

::soft:: Doctor Bryce?

Chloe turns to try and look at Helen and immediately cringes in pain, whimpering beneath the blanket.

HELEN BRYCE

Shhh. Try not to move too much.

CHLOE

::whimper:: My head hurts.

HELEN BRYCE

You have a concussion. It's going to hurt but, you're going to be okay. I promise.

CHLOE

What happened?

Helen looks back at Lex. He waits for Helen to answer.

HELEN BRYCE

We were hoping you could tell us that.

LEX

What's the last thing that you remember?

Chloe has to make a concentrated effort to focus, still in a daze.

CHLOE

::smiles:: Unforgettable.

HELEN BRYCE

Do you remember leaving the restaurant? Do you remember driving to the airport?

Chloe shakes her head once in reply. She scans the room slowly with tearing eyes.

CHLOE

Clark? Clark, are you there?

Helen pauses, taking time to choose her words carefully.

HELEN BRYCE

Chloe, Clark.

Lex interrupts, taking a step towards the bed.

LEX

Chloe, this is very important. We need you to think hard. Do you remember anything about the helicopter? Do you remember what happened in the helicopter?

CHLOE

Helicopter?

Chloe tries to concentrate but, her eyes and thoughts quickly wander.

CHLOE

I remember.

Her head sinks deeper into the pillow.

CHLOE

My head hurts.

Disappointed, Lex hangs his head and steps back toward the door.

HELEN BRYCE

It's okay, baby. Go to sleep.

Helen gently tucks the blanket under Chloe's chin and stands. She and Lex reluctantly leave the room.

INT. METROPOLIS GENERAL - OUTSIDE CHLOE'S ROOM

Helen closes the door quietly behind her so not to disturb Chloe. Lex, meanwhile, appears thoroughly frustrated.

LEX

Well, that was less than productive.

HELEN BRYCE

It's still too soon. She may remember more in the morning.

LEX

In the meantime, we're the only one's who even know she's here. I've tried calling her father, the Kent's, the mansion. I even tried getting one of the night watchmen at the plant. "The number you dialed could not be reached." It's the same thing every time. It's like all of Smallville just disappeared off the face of the Earth.

Helen nods, noticing a congregation of two MPD police officers over Lex's shoulder.

HELEN BRYCE

Maybe we should ask one of the officers. Maybe one of them knows something.

LEX

No.

Lex's objection is a little quick for Helen's taste.

LEX

I'm tired of standing around here, doing nothing.

Lex pulls his cell phone out of his suit pocket and hands it to Helen.

HELEN BRYCE

What are you going to do?

LEX

I'm flying back to Smallville. If I can't get them on the phone, I'll land on their house if I have too. In the meantime, you stay here and wait for my call.

HELEN BRYCE

What if I need to call you?

LEX

I'll call you as soon as I get to the mansion. Wait for my call.

Lex turns and starts walking down the hall.

LEX

And you might want to alert the on call staff. Mr. Sullivan's in a wheelchair but, if I know Jonathan Kent, I'm going to need medical attention when I get back.

Lex turns the corner at the end of the hall and disappears from Helen's sight.

Determined, Lex makes his march for the elevator at the end of the hall when the floor suddenly takes a right turn in front of him. Staggering violently to one side, Lex reaches out with his arm, grasping at the wall to keep on his feet. Several invisible waves roll by his eyes, stealing the color from his face.

An elderly woman rolls by in a wheelchair as Lex struggles to keep upright, the sudden storm of dizziness eating away at his equilibrium. She quickly stops in her chair to avoid being completely run over.

ELDERLY WOMAN

Are you all right?

Lex recovers enough to find a men's room to his immediate right, shooting the old woman a vile glance as he retreats inside.

LEX

I'm fine!

ELDERLY WOMAN

Well, I never.

Thoroughly offended, the elderly woman rolls away in her wheelchair.

INT. METROPOLIS GENERAL - MEN'S ROOM

Lex falls to his knees and into the nearest stall barely in time to get reacquainted with the fine dining cuisine of the 'Night Time' Restaurant.

After several fine heaves from the toes of Lex's Santoni's, the men's room door opens for a second time. Two pair of well-shined black shoes can be seen, from beneath Lex's stall, on the other side of the door. One pair remains outside and the other, unbeknownst to Lex, enters the men's room, walking behind and passed Lex as he finishes his business.

Standing up, Lex staggers out of the stall and over to the sink. Running the cold water, he cups some into his hands and splashes it over his face as Lionel Luthor silently observes, in the mirror, from the far corner of the men's room.

LIONEL

Oh, my son, seek out a kingdom worthy of thyself, for Porcelai-donia is too little for thee.

Lex looks up to see his father in the mirror. Not even bothering to wipe the beaded water from his head, he stands to face his father with what little dignity he has left.

LEX

What are you doing here?

LIONEL

Well, I was just turning in for the night when I received a rather disturbing phone call. It seems there was a terrible accident earlier tonight involving a. helicopter. and one of the LuthorCorp Airline hangars.

Lex immediately recognizes the coy sarcasm and carefully forged trepidation in his father's voice.

LIONEL

There was a crash. People were hurt. Naturally, I headed straight for the hospital, out of concern, but, I was equally tired. Admittedly, I consumed a rather generous amount of coffee on the way over and now. I have to pee.

Much to Lex's surprise, Lionel turns around and unzips in front of one of the many urinals.

Hardly amused, Lex shakes his head in disgust, and moves for the door. When he goes to push it open, though, it budges an inch and stops. Frustrated, Lex slams the door with his fist.

LEX

A prisoner once more.

He punches the door a second time. and then a third.

LEX

Call off your thugs, Dad!

LIONEL

If you want to leave something unsaid, fine - but, be prepared to leave it unsaid forever.

LEX

What the hell is that supposed to mean?

Lionel finishes and zips back up. With an arrogant smile, he walks over to the sink to wash his hands.

LIONEL

It means that there are things each of us are prepared to do in the pursuit of better being, son. I requested Gregory offer us some privacy in hopes that we might come to terms with what's happened here.

LEX

I've come to terms with the fact that you're a psychotic son of a bitch. Can I go now?!

Lionel hangs his head in disappointment.

LIONEL

You know, son, if you wanted to know what I was doing down there, you could have just asked.

Lex pauses and looks up. He takes a very stern step toward his father.

LEX

I don't think I like what you're implying.

LIONEL

You are 'my' son.

LEX

You think I had something to do with this?

LIONEL

Please.

Lionel looks away, disgusted, and insulted. He takes a breath and looks straight ahead, into the mirror.

LIONEL

When I look into this mirror, do you know what I see, Lex?

Lex, now thoroughly aggravated, steps right up to his father, slamming his hands down on the sink in front of him.

LEX

I am not in the mood for your games, old man!

Lionel looks right into Lex's eyes and says, matter-of-factly.

LIONEL

The same thing I see when I look into your eyes now.

Lex glares at Lionel as he would a man who'd just stuck a knife into his gut.

LIONEL

You disappoint me, Lex. I always thought you'd be above this, or was it just that I thought you were weak? I don't even know anymore but, I never figured you'd put your own friends at risk. You were supposed to be better than that, better than me. What happened? You're always so calm and collected. What's happened to you, Lex? You've become irrational, unstable.

Every one of Lionel's words adds fuel to the flame. Finally, Lex doesn't simply lose control, he lets it go.

LEX

You want to know what happened to me? You really want to know, old man!?

Lex walks back over to the stall he had previously become so well acquainted with and slams the door open.

LEX

Take a good look!

Lionel's glances only briefly enough to be horrified, quickly raising a handkerchief, from his pocket, to his mouth.

LIONEL

What 'is' that?

LEX

A "profitable venture".

Lionel considers Lex's words as the reality sets in.

LEX

Or, in medical terms, my lungs.

LIONEL

Lex. You're still sick?

It was more of a statement than an actual inquiry.

LIONEL

What about the cure I gave you? Didn't it work?

Lex doesn't answer. He only looks away. all the answer Lionel needs.

LIONEL

Lex.

Lionel approaches Lex and grabs him by the arms, forcing his son to look at him.

LIONEL

Lex, how could you do this? It'll kill you.

LEX

Better than to be saved by you.

Lex waits a moment before breaking free of Lionel's grasp, just long enough to relish in Lionel's horror. Lex turns for the door and waits in front of it.

LIONEL

Gregory. Open the door.

The door opens and Lex pushes passed a morbidly large man, obviously Gregory.

Lionel turns and places both hands on the sink, hanging his head. After a short pause, he looks up into the mirror revealing a proud grin.

INT. METROPOLIS GENERAL - ELEVATOR

Elevator doors open up revealing Lex Luthor approaching hurriedly from down the hall. He appears to have recovered remarkably quickly from his brief stint in the porcelain perspective.

Waiting for the last few passengers to depart, Lex boards the elevator alone and presses the button for the bottom floor. Closing his eyes, he stands in silence as the doors come again to a close and the elevator starts its descent.

Metal grinds against metal. The lights flicker out... Lex struggles to keep his footing in the darkness as the elevator comes to a screeching halt.

LEX

Now what?

A noise from above draws Lex's attention to the elevator ceiling. A hatch opens up in the roof of the elevator and a thick beam of white light showers down on him. Shielding his eyes, Lex quickly backs himself against the far wall as the elevator gains a second passenger. A woman, dressed in a skintight cat suit, drops in from above.

MERCY GRAVES

::smiles:: Have Mercy, Lex?

Lex bites his inner lip as he lands a right cross to Mercy's jaw. Barely taken aback, Mercy wipes at a small trickle of blood spilling out the side of her mouth. She looks up at him and smiles.

MERCY GRAVES

That kind of hurt a little.

A quick kick to the face sends Lex reeling into the far wall with a thud. He lets out a hefty grunt as he slides down the side of the elevator and slumps to the ground.

Click.

Lex looks up at Mercy only to find the unfriendly end of a handgun staring him in the face.

INT. SHERIFF ADAMS' POLICE CRUISER

A knife tears into one of the cushions of the cruiser's backseat. Martha struggles to cut away at the leather to remove the cushion. Meanwhile, Sheriff Adams struggles just to remain conscious, upside down, still impaled by the piece of metal fence.

SHERIFF ADAMS

It's really kind of amazing when you think about it.

MARTHA

What is?

SHERIFF ADAMS

That the roof didn't collapse in on us. I mean this sucker's got a helluva'n engine in her. I s'pose I should be thanking my lucky stars I ain't a pancake by now.

MARTHA

If I were you I'd be thanking the tree. Part of the front end is propped up on some of the overgrown roots.

SHERIFF ADAMS

Oh. Well, that's a nice tree then.

Martha yanks free part of the backseat cushion and crawls out from the back. She crawls to the front and uses the cushion to try and prop up one of the Sheriff's shoulders.

MARTHA

This is going to hurt.

SHERIFF ADAMS

Going to, huh?

The Sheriff cringes in pain as Martha props up one of her shoulders with the cushion. Having apparently already cut out one of the other cushions as well, Martha takes a second cushion and props up the Sheriff's other shoulder.

MARTHA

There. That should help take off some of the pressure.

SHERIFF ADAMS

::sighs:: Ah. My eternal thanks.

MARTHA

Is there anything else I can do to make you feel more comfortable?

SHERIFF ADAMS

You wouldn't happen to have any morphine on ya?

MARTHA

I'm afraid not.

SHERIFF ADAMS

Eh, I figured I'd give it a shot.

The conversation stagnates a little. Martha tries to think of something to say, feeling somewhat helpless while the Sheriff fights back the pain.

MARTHA

It's okay. Jonathan'll be back soon. There was a house not a mile down the road. We saw its lights before the power went out.

SHERIFF ADAMS

::nods:: Mm...

Adams' eyes grow heavy.

MARTHA

Sheriff. Sheriff, you have to stay awake. Don't close your eyes.

The Sheriff opens her eyes up and smiles.

SHERIFF ADAMS

I'm awake. I'm awake. I. uhm. All the blood's rushin' to my head. I haven't slept in more than two days. I'm just a little tired.

Martha fights back a yawn of her own.

SHERIFF ADAMS

Tell me a story. or something.

MARTHA

A story?

SHERIFF ADAMS

Yeah, anything. I need something to keep my mind on. Tell me about your boy. Clark. Why's he always getting into trouble?

Martha goes to object but, Sheriff Adams quickly retracts.

SHERIFF ADAMS

Aaa. Why's trouble always findin' him?

Martha releases a slight huff that loosely translates: "Better".

MARTHA

Well. Clark is. unique. He has a big heart. He likes to help people whenever he can.

SHERIFF ADAMS

Crowd follower, hm?

MARTHA

Clark? Oh, no.

Martha shakes her head, even smirks slightly, laughing at the thought.

MARTHA

Not Clark. We've raised him to be pretty independent actually, at least we tried. He gets along fine on his own, around the house. For a while, when he was younger, we were actually kind of worried. He rarely ever went out. When school ended, he'd always come right home and do his chores but, that would be it. That's why we were so relieved when he met Pete. They became best friends, did everything together but, Pete always seemed to be the one who came around calling for Clark. Clark was really just content to sit up in his loft thinking, playing. reading comic books.

Martha smiles as she reminisces.

MARTHA

He actually had the little toys too; He-man, Thundercats, Transformers. He used to setup a whole little city up there and have little battles. I remember I used to have to buy He-man action figures in bulk because he kept breaking them.

Martha catches herself.

MARTHA

. because he'd play with them so much. I knew eventually the stores would stop carrying them, so I just sort of stockpiled for a while. Still, he'd plow right through them and I'd be out at the store the very next week. but, it kept him happy. He loved his action figures. He still has some.

SHERIFF ADAMS

Really?

MARTHA

::slight laugh:: Yup.

SHERIFF ADAMS

You should save 'em. One day they might be worth money.

MARTHA

Oh, we could never sell them. We have them boxed away in all this really expensive plastic wrap he made us buy. Someday, he said, he wants to put them on display, when he has somewhere safe to put them. Besides, they're all pretty beat up.

SHERIFF ADAMS

My nephew collects. It's funny, he's ten, and whenever anyone ever buys him any toys he always leaves them in the package. My sister-in-law thinks there's somethin' wrong with the boy. I told her, though, someday they're gonna be worth some serious money.

MARTHA

I bet.

SHERIFF ADAMS

My nephew, he likes that Captain guy, you know, the one decked out in all red, white, and blue.

MARTHA

Captain America.

SHERIFF ADAMS

That's the one. Last Christmas I bought him the pajamas, it was the whole outfit. He was running around in them like he was some sort of superhero, cute as a biscuit.

MARTHA

::smiles:: Yup, Clark used to do the same thing. He'd run through the house in his underwear with a little spatula in his hand and I'd call out to him, "Clark," and he'd stop and turn to me and say, "My name isn't Clark, it's He-man." Then, the next time around he'd run passed me and I'd call out, "Oh, He-man," and he'd just stand there and roll his eyes and say, "My name isn't He-man, it's Clark."

Sheriff Adams opts to endure a little more pain in favor of a laugh.

SHERIFF ADAMS

::laughs:: Of course.

MARTHA

God, he was cute. He still is but, he's not my little boy anymore. He's my big boy. and he's a good boy.

SHERIFF ADAMS

Well, a good boy who has a bad habit of showing up where he don't belong. I think maybe next time you see him, you should check'n make sure he ain't still got that spatula.

MARTHA

What?

SHERIFF ADAMS

I seen it before Mrs. Kent. These boys, they grow up idolizing these cartoons and these 'super'-heroes and they get to thinkin'. All'a sudden you got boys out there actin' like heroes tryin' to save the world from God knows what. And, just like your boy, they get themselves in over their heads and they don't know what to do. My first case over in Carson Lake, a boy, not fifteen years old, tried to stop some homeless man from robbing a convenience store. What he get for his troubles? A knife in the chest and his name in black, white, and marble. And what for you ask yourself? After a few hours, we caught the guy. with thirty-seven dollars on him. Poor boy, tryin' to be a hero, for thirty-seven dollars.

Martha nods sadly, mourning a child she never knew.

SHERIFF ADAMS

Now, you know why I'm gonna lock your boy up next time he gets in my business.

Martha shoots Adams a glance.

SHERIFF ADAMS

It's not for my sake. It's for his. You gotta let your boy know, Mrs. Kent, we don't need him to be no hero. That's what we got our police for.

Martha nods, half agreeing with the woman and half humoring her.

MARTHA

I know.

SHERIFF ADAMS

That's good.

Adams sighs loudly.

SHERIFF ADAMS

Now, I'm wondering, you still got that knife with you?

MARTHA

I have it.

SHERIFF ADAMS

Good. Cause I think I'm gonna need you to cut me free from this seat now.

MARTHA

::shakes head:: But. I don't. We shouldn't move you. We should wait for the ambulance. Jonathan's probably already at the house. They'll be here soon.

SHERIFF ADAMS

Maybe soon. but, right now, I can't feel my legs. and with this bleedin'. I'm gonna need to correct my circulation. or I'm gonna bleed to death.

Martha, panicked, silently prays for Jonathan to hurry.

EXT. NIGHT HOUSE - NIGHT

A house stands alone atop a short hill, completely dark, calmly blanketed by the stars in the Smallville night skyline. It isn't a particularly large house. In fact, it bears a striking resemblance to the Kent's house, merely inverted and short a barn. Jonathan Kent, huffing heavily with the lungs of an aging man, runs up the driveway and towards the house.

Climbing up the front steps, Jonathan throws open the storm door and knocks on the front door, still trying to catch his breath.

JONATHAN

Hello?! Hello?!

Jonathan waits for an answer amidst gasps but, none comes. He knocks again.

JONATHAN

Hello?! Please, is anyone home?!

Again. no reply.

Jonathan notices a window to one side of the porch and quickly walks over to it. He strains his eyes to see inside but, can see very little in the dark. He goes back to the door and knocks again.

JONATHAN

Hello?! My name is Jonathan Kent. There's been an accident down the road. The Sheriff is injured. Please, I just need to.

Mysteriously, one of Jonathan's knocks jars the door loose and it creaks slightly open.

JONATHAN

. use. your phone.

Jonathan swallows. He looks in through the door but there doesn't appear to be anyone inside. Desperate, though, he looks back down the road, reminding himself of the Sheriff's peril. He takes the initiative and steps inside.

INT. NIGHT HOUSE - LIVING ROOM

From what little moonlight seeps in through the windows, there can be made out the outline of three couches forming a "U" shape in the center of the living room, with a coffee table in the center. There is also a staircase at the far side of the room and the dining room sits behind that. Truth be told, however, Jonathan has to strain his eyes to see anything at all, even with them already accustomed to the darkness.

JONATHAN

Hello? Is someone home?

He waits for an answer just inside the front door but, gets none.

JONATHAN

My name is Jonathan Kent. There's been an accident down the road. I need to use your phone.

Still no response. Uneasy, Jonathan opts to move deeper into the house and try to find the phone for himself.

JONATHAN

Hello? Is anyone home?

Jonathan slowly makes his way across the living room, keeping his hands in front of him to feel his way through.

JONATHAN

::under breath:: This would have to be difficult.

Jonathan carefully lays his hand atop one of the shadow hidden couches, feeling his way toward the dining room. Reaching the end of the couch, Jonathan reaches for the stairwell banister when, behind him, three forms sit up from each of the three couches and turn their attention directly toward him. The shadows hide them from the light just as they did the couches and Jonathan remains completely oblivious to them as he continues to move deeper into the house.

JONATHAN

Hello? I just need to use your phone.

Jonathan makes his way passed the stairwell, briefly glancing up to the second floor on his way to the dining room. He sees only darkness and continues walking. As he does, though, the darkness itself at the top of the stairs moves, breaking up into at least three human forms which begin slowly descending down the stairs.

INT. NIGHT HOUSE - DINING ROOM

Jonathan proceeds into the dining room which is, surprisingly, all but completely empty. There is only a large wooden dining table with eight abnormally thick legs spread out evenly from one end of the table to the next. Strangely, there isn't a single chair around the table and no other furniture to speak of.

Quickly dismissing the table, Jonathan turns his attention right, toward the kitchen where, at the far end, he spots a phone hanging from the cabinet over the sink.

INT. NIGHT HOUSE - KITCHEN

Jonathan rushes from the dining room, through to the kitchen, and grabs for the phone. Meanwhile, behind him, inside the dining room, all eight of the dining table's legs begin moving out from under the table. Four of the legs, at the four corners, come to life leaving much thinner versions of themselves behind to hold the table up. All eight now slowly move into the kitchen, like living shadows, silently stalking Jonathan from behind. Several more also enter the kitchen from another entranceway to Jonathan's right.

Jonathan, completely oblivious to all of this, hurriedly dials the police. He holds the phone up to his ear, looking up at the moon as it shines down on him from through the lone kitchen window over the sink. Behind him, the shadows loom closer.

JONATHAN

::impatient:: Come on. Come on.

PHONE

We're sorry, the number you dialed could not be reached. Please hang up and try again.

Confused and frustrated, Jonathan looks at the phone in disgust.

JONATHAN

What the hell?

Jonathan turns to hang the phone back on the jack when, suddenly, the shadows strike at him from the darkness, knocking him quickly to the ground, smothering him in darkness. The phone drops, hanging from its cord.

PHONE

We're sorry, the number you dialed could not be reached. Please hang up and try again.

INT. RED ROOM

Shull's eyes fixate on three blue bars as they slowly progress to the right on the monitor in front of him. After a short time, the bars reach from one end of the screen to the other, blink twice, and quickly scurry back from whence they came. The screen goes briefly blank before a popup message scrolls across reading, "COMPLETE". Satisfied, Shull looks up from his station and nods under Colonel Kalib's watchful eye.

LIEUTENANT SHULL

Neural wipe complete.

Shull turns to Shuang while simultaneously running his hands over the control panel before him.

LIEUTENANT SHULL

Check for residuals.

Shuang, preoccupied, either doesn't hear or flat out ignores Shull. Instead, he intently reads over a series of several data screens at his own station, each one displaying another set of two graphed sinusoidal curves. Each screen refreshes every second and, on occasion, a screen displays only a single curve, blinks twice, then refreshes again.

After a few seconds, Shull becomes impatient.

LIEUTENANT SHULL

Shuang!

Shuang looks up, startled. Immediately, he runs his hands over a set of controls and all the screens in front of him go blank.

SHUANG

Sir?

LIEUTENANT SHULL

Residuals?

Shuang taps out a few code sequences and yet another graph pops up on one of the monitors in front of him.

SHUANG

No residuals detected. Subject nominal.

Shull almost appears surprised by the news. and maybe even slightly impressed.

LIEUTENANT SHULL

Amazing. Four neural wipes and still no residual brain damage detected. His physiology is remarkable.

COLONEL KALIB

Do not extol the prisoner, Shull. Remember, that boy will likely kill you one day.

LIEUTENANT SHULL

Merely making an observation, sir.

Shull sits uncomfortably and nods to Shuang.

LIEUTENANT SHULL

Load the next simulation.

SHUANG

::nods:: Sir.

The large monitor above Shull switches on as Shuang gets to work loading the simulation. Colonel Kalib smiles, satisfactorily, as he watches Clark twitch in the chair in the middle of the Red Room.

A small sparkle ignites on Clark's pupil. and he blinks.

INT. KENT HOUSE - CLARK'S ROOM

Clark's eyes blink open as he once again finds himself in bed, the same sparkle in his eye. Astonished, Clark freezes, as he looks up and sees the familiar octagonal disk hovering in mid-air a few feet above his face shimmering a bright gold. It hovers back and forth, swaying from side to side as if a boat on the water. Humming ever so slightly, it appears to study him, almost as if it's looking at him.

CLARK

::swallows:: What do you want?

Clark grabs the sides of his head as the disk emits a shrill, but quick, screech and slowly moves away toward the door. Frozen, Clark remains in bed and the disk seems to notice Clark isn't following it. It stops in the doorway and spins in mid-air, screeching a second time.

Finally getting the hint, Clark throws his feet over the edge of the bed and prepares to follow the disk.

INT. KENT HOUSE - KITCHEN

The bright golden disk illuminates the stairwell as it descends from the second floor into the kitchen, Clark following closely behind. Slowly, but steadily, the disk hovers towards the front door. Much to Clark's amazement, the disk passes, effortlessly, right through the door and, through the window, Clark can see it waiting for him on the other side.

Clark heads for the door.

EXT. KENT HOUSE - NIGHT

Outside, the disk speeds up as Clark follows it down the porch steps. The small octagonal piece of metal shoots across the yard like a low flying shooting star, making a beeline straight for the storm cellar. Just as it did the door to the house, the disk passes completely through the cellar door. Almost immediately, a bright light expands from the inside, several golden rays piercing through the cracks in the wooden door.

Clark reluctantly follows where the disk leads.

INT. KENT HOUSE - STORM CELLAR

Clark opens the storm cellar door and heads down the stone steps, shielding his eyes from the bright light emanating from inside. Straining his eyes to see, Clark stops at the bottom of the stairs keeping his distance from light source, the ship, which now hovers before him in the air, pointed end up. It hums just as the disk once did only much more intense, like the difference between a soprano and a tenor.

SHIP

Kal-El.

CLARK

What do you want?

Slowly, the ship begins to rotate on it's axis. Clark considers retreating but, it's as if the light itself holds him in place. Gradually, the ship begins to speed up, glowing even brighter. Suddenly, a brilliant wind picks up, pulling Clark in and instantly blasting him back, up against the far wall. Holding his head, Clark falls to the ground along with a cloud of wooden splinters from the shattered wall support beam he slammed into.

Still trying to shield his eyes, Clark struggles to get to his feet when, suddenly, the golden light dies down and the wind stops.

A hand extends in front of Clark. Looking up, he is greeted by a familiar face. at least, one that should be familiar. The face is that of Colonel Kalib, smiling oddly, adorning very different attire from his standard military garb. Instead, he dons a thin armor one piece, completely white, with shined Ivory boots and belt, and a long white cape drawn over his shoulders. The very familiar El family crest, with the figure eight center, is embroidered onto his chest in silver.

KALIB AS JOR-EL

My son.

Clark doesn't appear to recognize Kalib but, remains wary as he takes the man's hand.

KALIB AS JOR-EL

::smiles:: It is time.

EXT. KENT HOUSE - NIGHT

Colonel Kalib, donning the royal white Kryptonian garb, stands atop a small slope, his cape blowing gently at his side against a subtle yet distinct night wind. He looks up, admiring the night sky like a patron at an art museum admires a canvas, running his hands in front of him as if to mimic the strokes of the divine artist responsible for the celestial masterpiece.

Clark steps up next to Kalib from behind, forgetting to blink as he keeps his eyes transfixed on the man.

KALIB AS JOR-EL

I'd almost forgotten what it felt like. to look up at the stars and see them all. and yet, at the same time, realize they're somehow. out of place, as if some great hand took the heavens in its grasp and just.

Kalib reaches his hand toward the sky and turns it slightly.

KALIB AS JOR-EL

. shifted it; all the planets, all the stars, and all the galaxies.

Clark pries his eyes away long enough to look up.

CLARK

They're in the same place they were last night.

Clark almost sounds disappointed.

KALIB AS JOR-EL

::smiles:: And they'll be there tomorrow. and the night after.

Kalib turns to look at Clark, a surprisingly warm smile etched across his face. Clark swallows the lump in his throat as he looks up at Kalib.

KALIB AS JOR-EL

So, why then do you still look up when you know what you will find?

Kalib points toward a very deliberate point in the sky where there are no stars.

KALIB AS JOR-EL

Why do you find yourself drawn to that same dark point, night after night, amongst such a vast sea of shine?

Clark looks towards the same dark spot in a sky otherwise littered with brightly shining stars.

CLARK

I don't know.

Kalib nods, laying his hand atop Clark's shoulder.

KALIB AS JOR-EL

Because it's your home. because it's your destiny. because you, like all those who have come before you, are compelled to its glory.

CLARK

There are others like me?

KALIB AS JOR-EL

::nods:: I myself was once a Cohabiter, just as you are, my son.

CLARK

A Cohabiter?

KALIB AS JOR-EL

Infants sent out to distant worlds across the galaxy, to live and grow amongst an alien culture, as one of them.

Clark pulls away and turns to face Kalib, meeting him on more even ground.

CLARK

But why? Why would you abandon your own children? Why did you abandon me?

KALIB AS JOR-EL

Is that what you think? We did not abandon you to this world. Sending you here was the hardest thing your mother and I ever had to do but, we also knew what an honor it was for our son to be chosen. Such an honor is only ever bestowed upon a select few. The future of Kryptonian society is entrusted to the Cohabiters. It is because of these children that we are able to grow as a people, expand our culture, and diversify ourselves by assimilating the essence of each great civilization they penetrate. You are the future of Krypton, Kal-El.

Clark quickly stifles a laugh.

CLARK

The future of Krypton? I'm not even out of high school yet.

KALIB AS JOR-EL

You are our emissary to this world. You've lived among these people for most of your life. You know them, know what they are capable of. It is you who will bridge the gap between our two peoples.

CLARK

Bridge the gap? What are you.

Clark trails off as it suddenly occurs to him.

CLARK

You're coming. aren't you?

Clark doesn't wait for an answer.

CLARK

That's why you're here, now. You're coming.

Kalib smiles and gives a short nod.

CLARK

And. And you want me.

KALIB AS JOR-EL

We will be relying on you to lay the first stones in the path on which our two people are about to embark. If the human race is to successfully integrate into Kryptonian society, they will need your guidance.

CLARK

What do you mean?

KALIB AS JOR-EL

Every race in the galaxy, no matter how small or insignificant they may seem, has something to offer. Whether it is in their arts or humanities each race is special in its own right. By integrating these races into Kryptonian society, we also integrate these traits.

CLARK

What if they don't want to be integrated?

KALIB AS JOR-EL

What they think they want is of little consequence. Both civilizations benefit from the unification. In the case of Earth, we will bringing them into a new frontier, one where they will take their place amongst the intergalactic community. We will be opening their eyes from the ignorance that plagues them now on this lonely little world, tucked away in this remote corner of the universe. Surely, you can agree that the benefits of such an endeavor far outweigh any nescient objections they might have.

CLARK

You can't just force them.

KALIB AS JOR-EL

We don't expect to need too. These humans have shown time and again their desire to extend their influence into the far reaches of space. They've only lacked the resources. We expect them to be not only willing but enthusiastic about their participation in the unification process. And it is our hope that you, the Cohabiter of this world, will be able to stem any differences between our two planets to make the unification process go more. smoothly.

CLARK

Then, that's why I'm here? To help them? Not to. rule over them?

KALIB AS JOR-EL

Is that your concern? My son, I'm sorry.

Kalib shakes his head and smiles, as if amused. Clark, to his credit, seems relieved by Kalib's reaction. but only for a moment.

KALIB AS JOR-EL

Of course you will rule. You were born to rule. That is where your true greatness lies.

Clark freezes and his eyes widen.

CLARK

But you said I was sent here to be your emissary... To help in the unification process.

KALIB AS JOR-EL

Of course. the first stage of the unification process is the subjugation of the planet and its people.

CLARK

What?!

KALIB AS JOR-EL

::confused:: I don't understand, Kal-El. Your time of ascension is at hand. You should be overjoyed.

CLARK

Overjoyed? You're going to enslave the entire human race!

KALIB AS JOR-EL

Not forever. In time, they will learn to grow as a people. Perhaps, in a few thousand of their years, they could become equals within the Kryptonian Empire.

CLARK

Empire?! You're not trying to integrate these people into Kryptonian society. You're trying conquer them, with me as your lead spy!

KALIB AS JOR-EL

I fail to see the distinction. It's a matter of survival, my son. Even the great empires of this planet's history were forced to expand their borders, their influence, to preserve themselves. The cultures and customs of those conquered found most beneficial often became integrated into Imperial society. That is how an Empire renews itself, Kal-El. They conquer. or they die.

CLARK

::shakes head:: No. No, I won't let you. I won't help you!

KALIB AS JOR-EL

You have little choice in the matter, I'm afraid.

CLARK

Like hell I do.

KALIB AS JOR-EL

Without a Cohabiter to oversee the unification as emissary, the integration process becomes unstable. We have no way of bridging the gap between our people. An unstable element is unacceptable.

Kalib's face suddenly turns pale as he stares back at Clark with frigid eyes. He is suddenly a hardened man, much more recognizable as the man from the Red Room.

KALIB AS JOR-EL

If you will not rule over them as Cohabiter, we will have no other choice but to treat them as an enemy to the Empire, and they will be. eradicated.

Suddenly, a bright light flickers on above and a little behind Kalib. Then, another light. and another. Suddenly, the entire night sky erupts in a bright flash and a massive armada of warships appears overhead, moving off in all directions, the largest of which heading straight toward the distant skyline of Metropolis.

Clark, terrified, backs down the slope back toward his house.

CLARK

::softly:: No. No.

The thunderous rumbling emitted by the massive engines of the warships shakes the Kent's house by its rafters, prompting both a quick and prudent evacuation by Jonathan and Martha who practically explode out the front door and down the porch steps.

MARTHA

Oh my god, Jonathan, what's happening!?

Jonathan and Martha have to shield their eyes as they look up to see the massive spacecraft hovering overhead.

JONATHAN

Clark!

INT. RED ROOM

Colonel Kalib watches the screen intently as Jonathan and Martha react to the imposing armada inside Clark's head.

COLONEL KALIB

That is the boy's father?

Shull leans forward in his seat.

LIEUTENANT SHULL

It would seem so.

COLONEL KALIB

I'll have to remember that.

EXT. KENT HOUSE - NIGHT

Clark quickly runs towards the house, carefully splitting his attention between the ships overhead and his thoroughly terrified parents.

JONATHAN

Clark, what's happening?! What's going on?

They have to scream over the thunderous engines.

CLARK

It's an invasion!

Clark turns to look back as Kalib, his cape blowing viciously against the wind, walks towards the house, a terribly vicious grin on his face.

KALIB AS JOR-EL

The fate of this planet is sealed, Kal-El, one way or the other. You have only the choice to make now. Join me and take your rightful place among Kryptonian royalty. or stay here with these insignificants, and watch them die!

Clark needs only a quick glance at the faces of Jonathan and Martha Kent to make his decision.

He looks pissed.

Clark super-speeds over to Kalib and lands a swift right cross to the man's chin. Kalib, caught completely by surprise, staggers backwards but, quickly regains his balance. Clark doesn't leave him the time to mount any defense, though, putting together a nice salvo of left and right crosses that send the man reeling.

Kalib growls, getting angry, and swings down at a charging Clark who ducks, slides underneath, and turns around for a quick uppercut to Kalib's jaw, hurling him through the air. Kalib flies back, his cape flapping in the wind, all the way to and completely through the barn wall.

Clark, not nearly finished, walks determinedly towards the barn. Before he gets there, however, two red bolts of sheer energy explode through another section of the barn wall, slamming him in the chest, hurling him backwards and to the ground. Kalib emerges from the barn, his eyes ablaze, a trickle of blood running down his cheek.

KALIB AS JOR-EL

You dare strike me!

Clark, his shirt now a smoking bit of tatters, struggles to get to his feet. Kalib, quick to offense, leaps into the air and towards Clark. Bringing his fist up, he drives it down like a hammer but only catches ground as Clark rolls his body out of the way.

Quickly to his feet, Clark speeds around behind Kalib, grabbing the much larger man by the neck, and swings him into the air but doesn't release, slamming him to the ground. Not even remotely phased, Kalib grabs Clark's foot and with a quick turn of his wrists, sends Clark spinning back towards and through the barn wall which is now more gaping hole than wall.

Kalib, brushing himself off, heads for the barn. Feeling utterly helpless, Jonathan takes the initiative and moves to intercept the man before he can get to Clark.

JONATHAN

You stay away from my son!

Kalib barely even acknowledges him, dispensing of the enraged father easily enough with a quick backhanded slap, nearly beheading Jonathan.

MARTHA

Jonathan!

Martha runs to Jonathan's aid as Kalib continues for the barn.

As Kalib makes it to the wall, a hand explodes out from the inside, grabbing the man by the neck. Pulling forward, Clark pulls Kalib headfirst through the wall and then throws him like a football back through the hole in the wall and into a nearby tree. Instantly on top of him, Clark scoops Kalib up from the ground, grabbing him by the back of head, and slams the man's head completely through one side of the tree trunk. With his head still embedded in the tree, Clark pulls up his fists and slams down on Kalib's back, driving the man's head and neck down the entire base, splintering it apart.

Kneeling down beside Kalib's motionless body, Clark yanks the man's head free from the tree. To his utter shock, Kalib looks up at him and laughs in his face.

CLARK

::enraged:: Call them off! Now!

KALIB AS JOR-EL

::laughs:: You're persistent. I'll give you that.

Clark grabs Kalib's armor and pulls him up, slamming him back up against the tree.

CLARK

I said, call them off! This is your last chance!

KALIB AS JOR-EL

No, it's yours.

Kalib smiles and looks proudly over Clark's shoulder. Clark turns his head briefly to look and sees two men, dressed similarly to Kalib but with full helmets covering their faces. They have what appear to be some sort of weapon in their hands and have them pointed directly at Jonathan and Martha.

Clark, frustrated but defeated, turns back to Kalib angrily. Slowly, he lowers him to his feet and reluctantly releases him.

KALIB AS JOR-EL

See, you can make a good decision when you have too.

Kalib brushes himself off, fixes his cape, and walks passed Clark as he would a random stranger on a city block. He walks passed Jonathan and Martha, taking the two soldiers with him in tow.

KALIB AS JOR-EL

I regret that things had to end this way between us, my son, but you had your chance.

CLARK

I will fight you.

KALIB AS JOR-EL

It doesn't matter. You've already lost.

Without ever even turning around, Kalib and the two soldiers merely walk away.

Clark looks over at Martha, who cries as she holds a hurt Jonathan in her arms.

INT. RED ROOM

Colonel Kalib shakes his head in disgust. Shull, for his part, seems almost intrigued.

COLONEL KALIB

Impossible. He is lying to us.

LIEUTENANT SHULL

::shakes head:: Our scans would seem to indicate otherwise.

COLONEL KALIB

No man would turn down such power.

LIEUTENANT SHULL

Apparently, no man but one.

Kalib grumbles at that, unconvinced.

LIEUTENANT SHULL

::shrugs:: If he were lying, we would know.

COLONEL KALIB

I know! He is attempting to fool us. He must have suspected the simulation.

LIEUTENANT SHULL

Even if he suspected there was something wrong with the simulation, how would he know to lie? He has no memory of us or the chair and he's unconscious. He has no reason to lie because he has no reason to believe he'd be fooling anyone.

COLONEL KALIB

Perhaps you're neural wipe was not as thorough as you thought.

LIEUTENANT SHULL

There's no evidence of that. The neural wipe was a complete success. He is acting truthfully.

Searching for answers, or more importantly someone to agree with him, Kalib looks to Shuang.

COLONEL KALIB

What about you? Do you concur with these conclusions?

Shuang carefully realizing he has two superiors in the room, glances quickly at Shull before answering.

SHUANG

I am. hesitant, sir.

COLONEL KALIB

And why are you hesitant?

SHUANG

It's difficult to draw definitive conclusions when there are still so many unknowns. Without a greater working knowledge of what's causing the interference, we're working under conditions we're not familiar with.

Kalib pretends as if he followed that.

COLONEL KALIB

And what would you suggest we do about it?

SHUANG

I would suggest. that any further simulations would be a waste of time. and I think that any conclusions drawn from the simulations already preformed should be met with. certain due skepticism.

Kalib seems somewhat more satisfied with Shuang's answer than Shull's.

COLONEL KALIB

I need to know the cause of that interference.

SHUANG

Then, I suppose it's a good thing I know the cause.

Kalib and Shull each blink twice, somewhat taken aback by Shuang's bluntness. They each make their way over to Shuang's station as he works at his computer controls.

SHUANG

This is our current scan of the Kryptonian's neural curve as compared to what a normal neural curve should look like.

After punching in a few commands, the screen in front of Shuang's console reveals a graphical grid with a thick, hazy, sinusoidal curve moving horizontally across the center of the screen.

SHUANG

As you can see, the interference we are receiving has somehow distorted the curve making it difficult to get a clear reading. Up until this point, we have been attempting to fine tune our own equipment, in an attempt to break through the interference and obtain a cleaner scan rather than searching for the actual cause of the interference.

LIEUTENANT SHULL

We already tried that. We couldn't find anything wrong.

SHUANG

Exactly. There were no anomalous readings coming from the boy and our technology appears to be in perfect working order, which could mean only one thing. There is no interference at all.

Kalib and Shull each look confused but Shuang seems to know what he's talking about so they humor him and let him continue.

SHUANG

Every person's neural curve is made up of trillions of fundamental brain frequencies that resonate on different levels.

Shuang touches his controls and the image on the screen changes to show a standard sinusoidal curve on a graphical grid.

SHUANG

Think of the neural curve as a piece of music played by a massive orchestra. Each one of these brain frequencies represents a different instrument in that orchestra, each contributing to the overall masterpiece. By breaking down the neural curve into each of its fundamental frequencies, we can scan the curve at its most elemental level for the source of the interference.

Shuang hits another few buttons and the screen splits into four grids each showing a different set of fundamental frequencies. On two of the screens, the grids contain one blue sinusoidal curve. On the other two, however, the grids each show one blue curve and one red curve.

SHUANG

This is an example of four such fundamental frequencies extracted from the Kryptonian's neural curve. Notice anything unusual about them?

Colonel Kalib doesn't seem to notice anything but plays it off like he does. Shull instantly recognizes the discrepancy. He points to each of the grids with the two lines.

LIEUTENANT SHULL

Two curves.

SHUANG

Where there should be only one.

COLONEL KALIB

::frustrated:: What does that mean? Why are there two?

SHAUNG

At first, I wasn't sure. I've never seen anything like this before. So, I had the computer run a pattern search along all fundamental frequencies to identify all such instances in which the dual pattern was evident.

LIEUTENANT SHULL

And?

SHUANG

Nearly seventy percent of all fundamental frequencies displayed the dual pattern. The next step was to separate the patterns.

Shuang hits a few controls and one screen pops up showing the hazy neural curve from before. The curve then splits into two distinct curves, one blue and one red, each much cleaner than the first.

LIEUTENANT SHULL

A second neural pattern?

SHUANG

::nods:: Embedded just beneath the first in a type of neural dormancy, active enough to sustain itself but not enough to command any type of dominance over the conscious mind.

COLONEL KALIB

There's a second person inside his brain?

SHUANG

A second consciousness, yes. He's probably not even aware of it.

LIEUTENANT SHULL

I've never seen technology that could do that.

SHUANG

It's beyond my comprehension. I wouldn't have thought it possible if I hadn't seen it for myself.

COLONEL KALIB

This. second consciousness. what is its purpose?

SHUANG

Your guess is as good as mine.

COLONEL KALIB

Is it aware?

SHUANG

Again, it appears to be in a state of dormancy. It's only exhibiting a low level amount of neural activity which is probably only meant to keep it from degrading. I doubt very much that it's self-aware.

After a long while of simply staring at the graphical representation of the two curves, Kalib rubs his chin.

COLONEL KALIB

Would it be possible to access this second consciousness?

SHUANG

Access it?

COLONEL KALIB

Could the chair be programmed to interact with it?

SHAUNG

I. I'm not sure how we would.

LIEUTENANT SHULL

We could extract its memories.

Shuang and Kalib each look over at Shull who appears utterly intrigued.

LIEUTENANT SHULL

It's just a neural curve. Whether in a state of dormancy or not, it still contains the same fundamental features and aspects of a standard curve. The chair is specifically designed to extract memories from the.

Shull looks over at Clark strapped in the chair.

LIEUTENANT SHULL

. subject. to create a realistic simulation from the acquired memories which we can then manipulate in order to extract information. Now that we've been able to distinguish between the two curves, we could extract all the memories from the dormant curve and play them back as a simulation in which the active consciousness - the Kryptonian's - would then interact. In affect, he would be acting as our eyes and ears into the other mind.

COLONEL KALIB

You can do this?

LIEUTENANT SHULL

I don't see why not. It'd be just like having two people in the chair.

COLONEL KALIB

How long will it take to set up?

LIEUTENANT SHULL

Maybe a couple of hours.

COLONEL KALIB

Start the procedure. The General will arrive in the morning. I must know everything the Kryptonian knows by the time he arrives.

LIEUTENANT SHULL

Yes, sir.

Kalib walks off.

LIEUTENANT SHULL

Establish the link to the second curve and begin the download. I'll start preparing the neural wipe.

SHUANG

I am isolating the second curve.

Shuang works at his console.

SHUANG

Beginning memory extraction.

As Shuang initiates the memory extraction, neither he nor Shull take notice as the simulation viewer, showing Clark and Martha help Jonathan recuperate from Kalib's blow, changes briefly to show three glowing orbs in a triangular formation.

After a short second. the screen quickly flickers out.

INT. SHADOW CAGE

Emanating from the center of a small metal disk embedded in the dirt, a blue flame bows down to the darkness, humbled by a slight breath.

Jonathan's parched lips close against a forced swallow as he pries his eyes open. Lifting the one side of his head from the dirt, Jonathan sits up, momentarily transfixed on the blue light before him.

He coughs as he brushes the dirt from his old faded jacket. Looking around, Jonathan finds himself unexpectedly surrounded by a large metal cage, perhaps twice his height and equally several times longer. The blue flame is, in fact, one of four embedded in the ground at each corner of the cage and provide just enough light to illuminate the interior of the cage. Strangely, though, the light doesn't extend further than the bars but, not because anything blocks it or is draped over the cage. The light simply stops, swallowed up by the shadows.

Jonathan stands and steps up to the near face of the cage. Grabbing hold of two of the bars, one in each hand, he pulls on them with a stern, aggressive, yank. Neither bar budges even the slightest bit. He pulls away and screams in frustration.

VOICE Shhhhhhhhh.

Jonathan turns around, expecting to find the source of the voice. At the other end of the cage, he finds only the blue flames and the darkness.

JONATHAN

Who's there?

He waits. nothing. or is it nothing? He strains his ears and starts toward the other end of the cage hearing, perhaps. a faint whispering?

JONATHAN

Hello?

Again, Jonathan waits for an answer. None comes as he reaches the other side of the cage.

JONATHAN

::angrily:: Why have you kidnapped me?!

Jonathan reaches out for the bars of the cage when two eyes, bright as suns, suddenly blink into existence on the other side of the cage.

Jonathan stumbles backwards, tripping over his own feet as he retreats, falling back to the dirt floor.

The eyes stare at him like those from a painting, never actually changing place but somehow following his every movement. Like those of a cat, the clover green eyes have thin black slits for pupils but, are much larger than those of any conventional household feline. Themselves sources of light, the green eyes hover on the other side of the cage like something out of Alice in Wonderland, though appearing much more menacing than any fairy tale.

VOICE

::whisper:: Shhh. Hurry! You must be quiet. Blue light. Stay by the blue light. It will protect you.

Jonathan swallows as he stares into the eyes, not quite sure of what to make of them.

JONATHAN

Protect me from what?

The eyes move, seemingly by themselves without any body to speak of, coming down to eye level with Jonathan who remains on the ground.

VOICE

::whisper:: You promise to be quiet?

Jonathan doesn't answer. The eyes blink once slowly, deliberately, waiting for him to answer.

JONATHAN

I promise.

VOICE ::whisper:: Shhh. You must promise quietly.

Jonathan's brow tightens noticeably.

JONATHAN

::whisper:: I promise.

The eyes squint.

VOICE ::whisper:: Oootoo...

JONATHAN

What's an Oootoo?

He didn't whisper.

A small commotion of whispers erupts just outside the cage. They sound scared, even worried. Jonathan sits up, discretely leaning toward the bars, trying to make out the whispers.

VOICE

::whisper:: You promised! Why? You promised!

VOICE II ::whisper:: Shhhh. No. No. No.

VOICE III ::whisper:: Shhhh. It will come now! It will find us!

VOICE IV ::whisper:: Shhhh. No name. No name!

VOICE Sh! Sh! Sh! Quiet! We are protected. The blue light. The blue light protects us.

As instantaneous as was their eruption, the whispers immediately cease.

JONATHAN

::whisper:: I don't understand. What. is an Oootoo?

VOICE ::whisper:: Is. Is! Is. Creature. Animal. Hunting you. It came for you but, we saved you. Els save you.

Jonathan thinks for a moment, taking time to pick himself out of the dirt and stand. As he rises, slowly too do the eyes.

JONATHAN Saved me?

Jonathan steps a bit closer to the cage. Reaching out with his fist, he gently knocks on one of the metal bars. Clank.

JONATHAN You attacked me and locked me in a cage. I don't consider that much of a rescue.

VOICE ::whisper:: Shhhh. Please, please be quiet.

Again, Jonathan didn't whisper. Though, that time, he did it on purpose.

VOICE ::whisper:: You understand. You come from outside. Creature outside. Very dangerous outside. Els protect, bring you here. Safe here, by blue light.

JONATHAN

::whisper:: I don't know what you're talking about. I didn't see anything out there.

VOICE ::whisper:: Dark. Never see. You see nothing! Never. No one ever sees until too late. Then, it swallows you up!

The voice swallows hard, making a "gulp" sound.

VOICE ::whisper:: All gone. All. Gone.

Jonathan considers the strange voice's words for a moment. He shakes his head in frustration.

JONATHAN

::whisper:: Listen, my wife and the town sheriff are out there right now. The sheriff is injured. If we don't get help for her soon, she could die, and it will be your fault.

A small spattering of whispers is quickly silenced by the lead voice's abrupt "shush". The eyes blink at Jonathan once.

VOICE ::whisper:: They will come for you?

Jonathan shakes his head.

JONATHAN ::whisper:: No. The sheriff is trapped inside her car. She can't move. She can't get out.

VOICE ::whisper:: Trapped outside? Creature outside.

JONATHAN

::whisper:: I realize that. That's why we have to help her.

VOICE ::whisper:: No, must not go outside. Creature outside.

JONATHAN ::whisper:: You helped me.

VOICE ::whisper:: Els cannot help. Els cannot go outside. Creature will find Els.

JONATHAN ::whisper:: Then, let me go.

VOICE ::whisper:: Saved you.

JONATHAN ::whisper:: And, I'm grateful but, the Sheriff.

VOICE ::whisper:: No. Els must protect you. Els take care of you.

Jonathan moves back towards the eyes grabbing at the bars.

JONATHAN

Dammit, you're not listening to me!

The eyes widen and back away from the bars, frightened.

JONATHAN She'll die if we don't help her!

The eyes blink twice, clearly intimidated by Jonathan's outburst.

VOICE V That doesn't matter anymore.

Jonathan looks up, clearly recognizing that last voice. Slowly, the illuminated eyes in front of him close and an opening appears in the darkness, a small tunnel of blue light. At the end of that tunnel, a long black cloak wrapped over her shoulders, is none other than Lana Lang.

LANA

We're all dead already.

Jonathan's shoulders tense as he stares back at Lana.

INT. METROPOLIS GENERAL - ELEVATOR

Lex stares up at the gun and the smiling woman pointing it at him.

MERCY GRAVES

Now now, Lex, didn't your mommy ever teach you any manners? It's not polite to hit girls.

Lex wipes a trickle of blood from his jaw and gets to his feet, fixing the collar of his suit and dusting off his shoulders. Mercy keeps the gun trained at his head.

LEX

And it's just plain stupid to shoot the man who signs your paychecks.

MERCY GRAVES

Ever heard the expression, "robbing a man blind"? We're all blind when we're dead.

Lex smiles arrogantly.

LEX

Robbery? How petty. That's not like you Mercy. Where's the flair? Where's the thrill?

MERCY GRAVES

If it pays the bills. Besides, a girl's gotta eat and I believe you owe me quite a few dinners. I like Italian. Just as a forewarning, though, I'm no cheap date.

LEX ::angry:: I don't owe you a thing, you psychopathic miscreant! My friends were onboard that helicopter.

MERCY GRAVES

I know.

She almost seems impressed.

MERCY GRAVES Needless to say, I was quite surprised when you shuffled them along my way and, let me tell you, that's no small accomplishment in my line of work. I don't surprise easy.

Mercy giggles. Lex cringes.

MERCY GRAVES

I didn't think you had it in you.

LEX

I didn't! I didn't put them on that helicopter so you could try and kill them. I was sending them home.

Mercy thinks for a second, then, shrugs.

MERCY GRAVES

Well, in retrospect, it would seem that was a poor decision on your part then. Based on the current trend of your day, if I were you, I would make a concentrated effort not to make another. Make with the moolah, Monty.

She smiles and reasserts her position over him by steadying the gun at his eye.

LEX

You're not getting a dime from me.

Lex, ignoring the gun completely, turns to the side and simply stares straight ahead at the elevator doors, as if waiting for his floor to come up.

LEX As far as I'm concerned, our little arrangement went down in flames with that helicopter.

Now angry, Mercy swings the gun down and smashes Lex in the side of the head. He quickly drops down to his knees. She stands over him with both hands on the gun and the end of the barrel inches away from his bald pate.

MERCY GRAVES

Now, you listen to me, you little bug. I kept up my end of the bargain. By morning, there'll be cops, special investigators, and reporters crawling all over that airport. You wanted to know what your father was hiding down there, well, I blew the roof right off of it. In a matter of hours, the entire world is going to know all about Lionel Luthor's little billion dollar pet project, whatever the hell it may be. That's what you wanted and that's what I got you. Not to mention the fact that, on top of the whole thing, you come out looking like the victim.

LEX

A victim? The only victims here are two high school kids and a pilot who left behind a wife and three children!

MERCY GRAVES

Is that what this is about? A little bloody nose?

LEX

A man is dead! Clark is missing and there's a young girl in critical condition who, by all rights, should be dead!

MERCY GRAVES

And I suppose that's my fault?

LEX

You flew the helicopter!

MERCY GRAVES

And you hired me! And don't, for even one second, fool yourself into thinking you didn't know this was exactly what was going to happen when you did.

Lex turns his head to look up at her out of the corner of his eye. If looks could kill.

MERCY GRAVES If you wanted someone to check up on your father, you could have hired an accountant but, you didn't. You came to me because you knew that, to get to your father, you'd have to play by his rules. You needed someone who could play his game and play at his level. You needed someone who wouldn't be inhibited by the little things like remorse, ethics, and the basic human decency inherent in the other hundred percent of mankind. You came to me because you wanted results. You wanted things done, things you knew you could never do yourself. That's why you came to Mercy, because you needed someone who wouldn't show any. What were your exact words again?

She doesn't give him time to answer.

MERCY GRAVES "Do whatever it takes to get it out into the open. Just keep my name out of it." Well, guess what. You're father's screwed and all it cost you was a helicopter, a grunt, a friendship, and one man's conscience.

She leans down next to him, keeping the gun just behind his ear as she whispers into it.

MERCY GRAVES

::whisper:: Mission accomplished, Lexy-baby.

Lex looks away, towards nothing in particular, in disgust. Slowly, he reaches into his jacket pocket and pulls out an envelope. Smiling, Mercy gives him a quick peck on the cheek, like a little girl might give her father after receiving her allowance, and takes the envelope.

EXT. METROPOLIS GENERAL - NIGHT

A long black limousine sits parked outside Metropolis General. Seeing Lex approach, Noah quickly emerges from the driver's seat but, Lex quickly waves him off.

LEX

Just get in! I can open a door!

Noah humbly obliges, getting back behind the wheel as Lex slides into the back.

LEX

Metropolis Airport, now.

NOAH Yes, sir.

The limousine tears off out of the parking lot.

INT. LEX'S LIMOUSINE

Lex appears furious as he slams his fist against the passenger door. Noah, meanwhile, looks back at him through the rear view mirror, taking note of Lex's newest bruises.

LEX

Noah, I'm going to need you to do something for me.

NOAH Yes, sir.

Lex shakes his head, checking the back of his head for blood.

LEX

She wants to play with me? Fine. Time to play the game.

INT. SHERIFF ADAMS' POLICE CRUISER

Martha stabs at the front seat, just above the Sheriff's shoulder, sending a vibration through the seat that quickly bleeds into the Sheriff's wound. Both Martha and Sheriff Adams cringe.

MARTHA I'm sorry.

Adams nods as she swallows back a healthy lump in her throat. Martha, twisting her head around, looks at the back of the seat to find the knife has not emerged on the other side.

MARTHA

It didn't go all the way through. The knife isn't long enough.

SHERIFF ADAMS

You'll have to cut it twice.

Martha doesn't seem particularly thrilled with that option.

SHERIFF ADAMS Might as well start with the front.

Adams smiles, their heads only inches apart, as Martha tries to position herself inside the upturned vehicle. The knife cuts slowly, a combination of a thick cushion and a dull blade most likely.

After a while, Sheriff Adams starts getting a little too restless for her own good. Looking up, the remnants of the shattered windshield capture her attention, glass peanuts that litter what once was considered the roof of the cruiser. With her middle finger and thumb, Adams, utilizing her good arm, starts flicking glass shards off the roof and out of the car. Martha, trying desperately to concentrate on her cutting, and not cutting the Sheriff's arm off, is clearly annoyed but, doesn't say anything. After a couple of flicks, though, one piece of glass ricochets off the doorframe and narrowly misses catching Martha right in the eye.

SHERIFF ADAMS

Ooo! Sorry.

MARTHA

It's okay.

SHERIFF ADAMS Didn't getcha did i'?

MARTHA

No, it. it missed.

Martha repositions to cut around the Sheriff's elbow. The Sheriff sighs heavily, seemingly bored.

SHERIFF ADAMS

Fat Moses, I'm hungry. You know, I could really go for a cheeseburger right about now.

Martha thinks for a second. and just shakes her head before going back to cutting.

SHERIFF ADAMS Lettuce, tomato, onions. and with extra pickles.

Adams licks her lips.

SHERIFF ADAMS And I don't mean the ones like you get at the supermarket, neither. I mean them good diner pickles. You know the kind I mean, always comes on top of that little dish of coleslaw they give ya. It always has a little bit of that white coleslaw dressing on it.

Martha breaks through to the bottom of the seat around the Sheriff's waist, causing the seat to give way slightly. The Sheriff cringes again as Martha steadies it.

MARTHA I need to get to the other side.

Martha backs her way out of the cruiser, minding the glass. Sheriff Adams waits patiently as Martha makes her way to the other side of the cruiser. Bending down, Ma Kent gets down on her knees, crawling through the passenger window, and positions herself to start cutting the other side of the seat.

MARTHA

Okay, I'm going to cut.

SHERIFF ADAMS

I'm ready.

Martha stabs again at the seat.

SHERIFF ADAMS ::in pain:: Ahh!

MARTHA

Sorry.

SHERIFF ADAMS I don't much care for coleslaw myself. It's all stringy and mushed up, kinda like someone already chewed at it and then picked it out of their teeth and served it to ya.

Martha looks confused. Again, she finds herself shaking her head. She goes back to cutting.

SHERIFF ADAMS Potato salad, now that's where it's at. Whoohoo! You give me some potato salad, now you better just watch out. Nobody gets between me and the potato salad.

Martha continues to concentrate on cutting but the knife gets snagged on something. She struggles with it a bit.

SHERIFF ADAMS

You like potato salad, Mrs. Kent?

A quick yank and the knife cuts through the stall.

MARTHA

What? Oh. In my family, macaroni salad pretty much dominates the house.

SHERIFF ADAMS

Ah. Yup, that's some good eats too.

MARTHA

I can never keep it in the house, though.

SHERIFF ADAMS

Why not?

MARTHA

Because "the boys" are always fighting over it.

SHERIFF ADAMS

::smiles:: Family recipe or store bought?

MARTHA My grandmother's recipe; macaroni, carrots, olives.

SHERIFF ADAMS

Black or green?

MARTHA Both.

SHERIFF ADAMS Mmm.

MARTHA Throw some broccoli in, some ricotta cheese, pour on a nice oil and.

Martha grunts as she breaks through another stall in the cutting.

MARTHA .vinegar dressing. and make sure to give Versailles a heads up.

SHERIFF ADAMS ::smiles:: That good, huh?

MARTHA

I guess. Last time I made it, I had to buy a new refrigerator.

Martha pauses a second to catch her breath.

SHERIFF ADAMS

To hold it all?

MARTHA Not quite. I made three pounds of it for a church picnic and came home with leftovers. I made the mistake of telling "the boys" and it was a mad dash for the kitchen. Trying to get there before his father, Clark tore the door right off.

Martha wipes her brow with her sleeve and goes back to cutting.

SHERIFF ADAMS Hmmm. Strapping boy.

MARTHA

Hungry boy.

SHERIFF ADAMS Ah.

Another brief lull in the conversation as Martha repositions herself again to get between the seat and the base of the Sheriff's back with the knife.

SHERIFF ADAMS ::in pain:: Ah. Ahh.

MARTHA Sorry.

SHERIFF ADAMS

Stop apologizin'! You're saving my life.

MARTHA

Mmm.

Martha finishes cutting in the front and again gets out of the car, moving to the backseat. She repositions herself in the back to cut, careful to try and trace the same cut lines she made in the front.

SHERIFF ADAMS I remember my brother. One day, he'd just gotten his license, he wanted to go out drivin' but the folks had taken their car so the only one left for him to drive was mine. He begged and he begged me and I told him no way was I letting him drive my car. It was a brand new car. It was my car.

The Sheriff nods matter-of-factly as if arguing with her brother right now.

SHERIFF ADAMS

And he said, "I just want to take it around the block, go down to McDonalds and get something to eat." Well, I was kinda hungry too so I figured, fine. I'll let him drive me over. Wellways, we get to McDonalds and there isn't much of a line and the girl at the counter calls us up. pretty little Puerto Rican girl. I remember because I remember thinking this girl looks about twelve years old, four foot zero, and weighed about as much as a number five on the menu. Pretty little body, though. I remember wanting to slap her.

Martha allows herself a quick, short, laugh at that.

SHERIFF ADAMS Anyway, she calls us up and asks us what we want, and my brother starts to order, and I notice the line's starting to pile up behind us. So, my brother finishes ordering and this girl starts getting his order ready, and takes his money and then, completely ignoring me, turns to the next person in line and asks them what they want.

MARTHA She didn't take your order?

SHERIFF ADAMS Skipped right over me. And I'm standing there, and my brother and I look at each other like, "What just happened?" And I look at her and I say, "Look, 'Janisa', I haven't ordered yet." And you're never gonna believe this.

MARTHA

What did she say?

SHERIFF ADAMS She turns to me, looks at me, and then looks at my brother and says to him, "You mean all that food was for you?" My brother says to her, "Yeah, it's all for me." Honest to tell you, that little girl put out her hand, reached over the counter, and shook my brother's hand.

MARTHA

You're kidding.

SHERIFF ADAMS

Funniest thing I'd ever seen in my life. I tell you, we laughed all the way home in the car. I drove.

MARTHA

That's growing boys for ya. They sure can eat.

SHERIFF ADAMS

You betchya'r bottoms.

MARTHA

I often wonder if it's cheaper to feed Clark or to clothe him.

SHERIFF ADAMS Eh. they get your soul either way.

Martha almost finishes with the cut and the seat begins to turn slightly, catching the Sheriff off guard. The woman quickly tries to brace herself by grabbing hold of the seatbelt with her other arm.

MARTHA

I've almost got it loose. I just have to finish cutting at the bottom.

The Sheriff manages a nod, obviously in excruciating pain. Martha positions the knife.

MARTHA Can you lean forward?

SHERIFF ADAMS I don't know. maybe a little.

MARTHA

I just don't want to get you with the knife when I cut through the bottom of the seat.

SHERIFF ADAMS ::nods:: I understand.

The Sheriff does her best to lean forward as Martha positions the knife to cut the bottom edge of the seat out. Slowly she starts cutting with each cut loosening the seat a little more, the Sheriff doing her best to keep herself balanced. no small task while hanging upside down.

Trying to fight through the pain. Adams starts to sing.

SHERIFF ADAMS ::singing:: Oooohh, show me the way to go home. Dum Di Dum Dum. I'm tired and I want to go to bed.

Martha continues to cut.

SHERIFF ADAMS ::singing:: I had a little drink about an hour ago, and it went straight to my head.

Martha sympathetic, joins in.

SHERIFF ADAMS and MARTHA ::singing:: Wherever I may roam. Dum Dum Dum. on land or sea or foam. You will always hear me singing this song.

Martha finishes the cut and the cushion gives way as, simultaneously, the Sheriff releases the seatbelt, kicks her feet, and turns to one side. All at once, she falls from her trapped position in the car, landing awkwardly on one side amongst the glass from the windshield, with the cushion stuck to her back by the lodged piece of metal fence. In absolute agony, she screams as tears runs down her cheek.

Quickly backing herself out of the car, Martha gets to her knees and leans back into the car. She and Adams crying the whole way, Martha drags the Sheriff out through the window of the upturned cruiser and into the grass under the tree. Lying on the ground, the Sheriff on her side, the women hold each other's hand.

SHERIFF ADAMS ::singing:: Oh. show. me. the way. to go home.

The Sheriff and Martha lay on the ground, completely oblivious to a rustling of the leaves from above, as something stares at them from inside the branches of the tree.

SHERIFF ADAMS

That's a good movie, that Jaws. I like that movie.

Martha sighs.

INT. RED ROOM

In the center of the Red Room, two Clarks, one strapped to a chair, and one standing. The standing Clark, free to move about the Red Room of his own will, stares at himself in the chair, eyes wide.

SHUANG He's not real.

Footsteps. Clark turns and strains his eyes to see who is approaching from out of the shadows surrounding the Red Room. It is Shuang.

CLARK

::angry:: Shuang.

Clark steps around himself in the chair and heads right for Shuang. Swinging his fist back, he goes to slam Shuang in the jaw with a vicious hook. Instead, he passes completely through the man, tripping over his own momentum, and falls to the ground.

Shuang shakes his head and turns around, arms crossed in front of his chest.

SHUANG I'm not real either. So, don't waste your energy, or time. You have precious little of both, I'm afraid.

Clark is quick to his feet, taking a defensive stance this time.

CLARK

What's going on here, Shuang?! I want answers! What have you done to me?!

Clark motions towards himself strapped to the chair.

SHUANG

::rolls eyes:: The arrogance of the ignorant never fails to amaze. Yet, the answers to all of your questions, and more, I am prepared to give you but, there isn't much time. Soon, the neural wipe will tear these memories from your subconscious just as they have done before. So, you must decide now whether to trust me or to fight me. Either way, you have little chance of escaping this place.

Shuang gives the room a quick once over with his eyes.

SHUANG . alive. What I have to offer you, however, is just that; a chance. You need only take it. Kal-El.

Clark thinks about it. He lowers his guard signaling his acceptance of Shuang's terms.

CLARK

What is this place? What is. that?

Clark again motions toward himself strapped in the chair.

SHUANG

None of this is real. What you are experiencing now is a mental simulation that I have created for your benefit. This "place" is called the Red Room. It was designed and built for the sole purpose of containing you. I'm not entirely familiar with all the specifics but, somehow the red light neutralizes your powers, rendering you as normal as the simple farmboy persona you've adopted. You are not aware of it but, this.

Shuang motions to the Clark in the chair.

SHUANG

. is how you appear in the real world. You have been strapped down to a specially designed device, called the RAZOR Chair, that is programmed to read your thoughts and then create specifically constructed mental simulations in order to extract information from you. In short, it's an interrogation unit.

CLARK You're interrogating me?!

SHUANG

::shakes head:: No. You were brought here by a man called Colonel Kalib.

Shuang motions to one side where Colonel Kalib takes a step out into the red light. He stands, motionless, expressionless, in the light on display for Clark. Clark takes a step towards him and eyes the monster of a man, not recognizing him as the man from the previous simulation.

SHUANG

He ordered the const ruction of the Red Room and engineered your kidnapping. He then put this man.

Lieutenant Shull steps out into the light next to Colonel Kalib. Clark eyes him as well.

SHUANG . Lieutenant Shull, the man who designed the RAZOR Chair, in charge of your interrogation.

CLARK

Why? What do they want from me?

SHUANG

They believe you have information they want.

Clark turns to look at Shuang.

CLARK What information?

SHUANG

I don't know. The interrogation, however, has been proceeding slowly. They haven't been able to extract the information from you that they've been looking for but, there's recently been a breakthrough and I believe they will soon find whatever it is they've been looking for.

CLARK

What kind of breakthrough?

SHUANG

That would take too long to explain. The point is, they're searching for something, something they think you have. That's the only thing that's kept you alive to this point but now they may have found it and once they've finished extracting it from your brain they'll no longer have any use for you. They will kill you.

CLARK Why?

SHUANG

Because they fear you.

CLARK But why? Because I'm an alien? Because I have special powers? Because I'm different, that automatically makes me a threat to national security?

SHUANG No, they have ways of counteracting your abilities. They're not scared of you. They're not frightened. It's nothing near so reflexive. It goes beyond that, something deeper, almost instinctual. like it was born into them. When they look at you it's like they're staring into the heart of fate itself. They fear you like.

CLARK Like what?

SHUANG Like man fears God.

Clark swallows hard as he looks over at the faces of Kalib and Shull. His mind races.

SHUANG

Kalib denies it, Shull ignores it but, it's there.

Clark looks back at Shuang, only now remembering the history between the two.

CLARK

What's your role in all of this? Why are you telling me this?

SHUANG

To help you.

CLARK

To help me?

SHUANG

For years now, I have been tracking a power, a power unlike anything this world has ever seen before. It brought me here.

CLARK

::nods:: To me.

SHUANG

::shakes head:: No. To Kalib.

Clark double-takes.

SHUANG

I infiltrated his men, and garnered his trust, in an effort to get close to him. to find out what I could about whatever it was he had planned. But he is a hard man, a dangerous man, and all I've managed to find is that he has but one weakness. You. He hates you. He fears you.

Shuang steals a glance over at Kalib and Shull.

SHUANG They both do.

Behind Shuang, Clark notices the red light slowly beginning to fade, the darkness creeping further in towards the center of the Red Room.

CLARK

What's happening?

Shuang looks around as the darkness slowly envelops the room.

SHUANG The neural wipe. It's almost finished erasing your short term memory. Our time is short. Listen to me.

Shaung moves closer to Clark and stares him right in the eyes.

SHUANG Soon you will find yourself here, in this room, in that chair. You will remember everything that has happened to you, everything they have done to you, including this conversation.

Clark goes to ask something.

SHUANG

Nevermind how. You will be severely weakened but with most of your powers restored. You must seize this opportunity to escape. They will try and stop you.

Shuang motions to Kalib and Shull just as the darkness starts to envelop them.

SHUANG .but, you must avoid confronting them at all cost.

CLARK

::shakes head:: I'll have my powers back. They kidnapped me, strapped me in that chair, and tortured me, and you want me to run away?

SHUANG

There are more important things than revenge, Kal-El, and right now you're one of them. If you confront Kalib now, you will lose and you'll find yourself right back in that chair but, this time, with no one left to help you.

Clark looks up at Shuang and their eyes meet. There's suddenly an understanding there that wasn't there before. Clark's only going to have one shot and it will be at Shuang's expense.

SHUANG

You must do as I say if you're to have any chance. Do you understand?

The darkness spreads quickly, enveloping the chair. Even Shuang, now, slowly disappears.

CLARK

::hesitant:: How do I escape?

Shuang, and his voice, slowly fade out of existence.

SHUANG Look for the light.

INT. RED ROOM

Across a computer terminal reads the following message: "Neural wipe complete".

Shuang takes a breath and hits a button on his console.

SHUANG

Lieutenant Shull, the neural wipe has completed.

LIEUTENANT SHULL (over comm.) Good. What is the status of the memory download?

Shuang checks a display screen at an adjacent console.

SHUANG

Memory extraction at sixty-three percent.

LIEUTENANT SHULL (over comm.) Inform me as soon as the extraction is completed. Shull out.

Shuang nods to himself silently as he pivots in his chair, looking out at Clark strapped down to the RAZOR chair.

SHUANG

Well, then, Kal-El. Is this the beginning or the end? I guess now we find out just what kind of a man you are.

INT. SHADOW CAGE

Clang!

A belt buckle slams against a metal bar. The vibration echoes in the darkness.

JONATHAN

::singing loudly:: Oooklahoma, where the wind comes sweepin' down the plaaain. And the wavin' wheat can sure smell sweet when the wind comes right behind the raaain. Oooklahoma, ev'ry night my honey lamb and I sit alone and talk and watch a hawk makin' lazy circles in the sky!

Jonathan Kent paces from one side of the cage to the next, slamming the buckle to his belt across each rung as he angrily belts out Rodgers and Hammerstein's "Oklahoma".

JONATHAN ::singing loudly:: We know we belong to the land and the land we belong to is grand! And when we say.

Jonathan jumps in the air, kicking his feet together.

JONATHAN

::singing loudly:: Yeeow! Ayipioeeay! We're only sayin' you're doin' fine, Oklahoma! Oklahoma OK!

Outside the cage, hidden behind the darkness, a large door can be heard swinging open and abruptly shutting. Almost immediately, and as if on cue, the blue light emanating from the flames within the cage, extends outward. Lana Lang, her cloak draped around her shoulders and wrapped around her slender form, stares angrily at Jonathan in the cage.

Turning, Jonathan stops his singing and quickly turns to Lana.

JONATHAN I'm sorry. Was I being too loud?

LANA

I know what you're trying to do. I thought I'd let you know that it's not going to work. The Els may be afraid of the noise but, I am not. We're safe here. You're safe here. That's all that matters now.

JONATHAN Safe from what? I don't know what you're talking about and, quite frankly, I don't give a damn young lady. A woman is trapped inside her car out there and she'll bleed to death if we don't get help. Now, let me out of this cage!

LANA

I can't do that, Mr. Kent.

JONATHAN

Why not?

LANA

Because, right now, you're more important than she is. I have to protect you.

JONATHAN

Protect me?

Lana nods solemnly.

JONATHAN

From what? That "creature" your little friend was talking about?

Lana's eyes turn to slits and she quickly turns and starts walking back the other way.

LANA

That's not important.

Lana tries to avoid the question but, Jonathan won't hear of it. He slams his fists against the side of the cage.

JONATHAN It's important to me! If I'm going to be forced to sit here and do nothing while an innocent woman dies, I at least want to know why! I think I'm entitled to that.

Lana stops. From behind her cloak, she hangs her head. Hesitantly, she turns back around to face him. Jonathan, impatiently, waits for her response.

LANA

The "creature" in question. is real. I know because I've seen it, at least, part of me has. It's like a memory that you know you couldn't ever have experienced but, it's as real as if you had. I can see its face even now, staring back at me, like some sort of demon.

She takes a few, slow, steps towards Jonathan. Her expression is cold and unwavering.

LANA

It doesn't matter if my eyes are closed or if I leave them open. It's always there, haunting me, my every waking thought.

For a moment, she appears very sad, vulnerable, like a lost little girl. She quickly recovers herself, though, making a point to strengthen her will in front of him.

LANA

My "little friends".

She pauses long enough to convey her general resentment to his calling them that, then, continues.

LANA

. are called Shadow-Els. At least, that's what they call themselves now. They've forgotten their true names.

Lana stops short of the cage, just out of Jonathan's long reach, just in case he'd decided on a desperate action.

LANA

The creature drove them from their homes long ago. They were once part of a much larger civilization, one with a proud culture and traditions all its own. Then, the creature came.

Jonathan stares at Lana with due skepticism but, listens to her story.

LANA

At first, there was only the one. It would wait until nightfall and then hunt them like. game. like animals. Then, more came. and more still. Not after long, they were everywhere, like a swarm, attacking entire villages. They would appear out of thin air. The sky would explode in a great light and, suddenly, there they'd be. and it would be too late.

Lana looks to the ground, hanging her head a bit, perhaps out of mourning.

LANA

The Els fought back. They fought for their lives and the lives of their children. but, there was no stopping the creatures. They were slaughtered. Only a handful of them managed to escape but, that was centuries ago. Now, they've lost all that they were to time, time spent running from planet to planet, trying desperately to stay one step ahead of the creatures. but, you can never truly escape. and they are followed to this day. They were followed here.

Lana looks up to gauge Jonathan's reaction.

JONATHAN From planet to planet? You're trying to tell me, that these people are aliens from another planet?

LANA

You don't believe me? You of all people, Mr. Kent?

Jonathan briefly wonders what she meant by that but, unsure, steers away from the topic.

JONATHAN

It's a good "story".

Lana seems insulted, almost infuriated.

LANA

But, you don't believe me. You think I'm crazy.

JONATHAN I don't think you're crazy.

Jonathan sticks his head up to the bars, getting as close to Lana as he can. He looks at her with warm, surprisingly compassionate, eyes, like a father might to his own daughter.

JONATHAN

I think you're a troubled young girl who has had to deal with a lot of pain in her life; watching your parents die, Whitney. And, I think that these people, whoever they are, have taken advantage of that, taken advantage of you. They tell you stories about the end of the world, about all the pain and suffering they've all been through, which you can identify with. And then with a fancy light show.

Jonathan motions towards one of the blue flames in the near corner of the cage.

JONATHAN . they tell you how you can save yourself, then tell you how you can leave the planet and somehow avoid Armageddon.

LANA

::appalled:: You think this is some sort of cult?

JONATHAN

It wouldn't be the first time a group of desperate people preyed on someone so. innocent. someone so young.

Lana shakes her head and looks over her shoulder. Taking a few steps back away from the cage, she looks up at Jonathan. Slowly, Lana raises both hands at her sides. Simultaneously, the blue flames in the cage rage upward, growing in intensity.

Startled, Jonathan jumps back from the front of the cage, looking to the flames and shielding his eyes. Suddenly, though, his gaze is torn away from the flames and back toward Lana who is now visibly surrounded by Shadow-Els.

Each Shadow-El is only slightly different than the next but Jonathan's eyes are instantly drawn to the one at Lana's feet, whose green, cat-like, eyes he instantly recognizes as those from before. As tall as an average teenager, the Shadow-El probably shares more features with a cat than a human. Its body is covered in a short, black, fur that only barely reflects the light emanating from the flames. Horribly emaciated, the Shadow-El could probably manage an upright stance, with drawn back hind legs and more tactile looking paws for hands at the end of its arms, but its submissive demeanor suggests it's more comfortable in a four-legged position. It has no tail but a nub at the base of its back indicates it probably did at one time.

The Shadow-El looks up at Lana like a small child looks to its mother, wary of Jonathan's curious, and somewhat surprised, stare. It's elliptic eyes blink slowly and deliberately, again more out of submission than a general need. It has two ears, on top of its head, and a drawn out snout and mouth, flat at the tip, like that of a panther.

Jonathan swallows hard as he pries away his stare to scan the group, which numbers well over twenty.

LANA

Now, Mr. Kent. Do they look like they're from Kansas?

Jonathan stares in amazement.

Using one of its hands, the Shadow-El at Lana's feet tugs at her cloak and looks up at her. As it opens its mouth to speak, Jonathan spies an impressive array of arrowhead teeth.

SHADOW-EL ::whisper:: It will come? It will see us.

Bending down and laying her hand at the base of the Shadow-El's neck, Lana smiles and nods.

LANA

Then, go. I will stay in the light.

Reluctantly, but without hesitation, the Shadow-El nods. Stealing only a quick glance at Jonathan as it does, the Shadow-El leads the others back into the shadows and disappears, the blue flames fading back down, once again illuminating only the interior of the cage and Lana.

LANA

Now, do you believe me?

Jonathan teaches himself how to swallow again and gulps down the knot in his throat. He takes a breath to gather his thoughts.

JONATHAN

Let's say I do. and let's say you're right and there really is something out there. That doesn't change anything.

LANA

It changes everything.

JONATHAN

How? Lana, listen to yourself. The Sheriff and my wife, Mrs. Kent, they're out there.

Lana diverts her eyes. Jonathan, sensing he's getting to her, again steps up close to the bars.

JONATHAN Now, I know you don't want anything to happen to her. Martha has always done everything she could for you. She's always treated you like part of the family. We both have. We love you, Lana, like the daughter we could never have.

Lana tries to hold back the tears but one gets through and rolls down her cheek.

LANA

::barely a whisper:: I love you too.

JONATHAN

Please, Lana. Let me help them.

LANA

::shakes head:: I can't.

JONATHAN ::desperate:: The light, Lana. The blue light. The creature's afraid of it, right? I'll bring one with me.

He lost her. All at once, Lana tightens up. She wipes the tear from her face and grows cold again.

JONATHAN

It won't come near me if I have the light.

LANA

It's not afraid of the light.

JONATHAN ::confused:: The Els seem to think it is.

Lana sighs and turns away from the cage. Slowly, she walks to the right of the cage, the blue light following her, only ever illuminating a direct line of sight to her from the cage. After several steps, she comes upon a table, no more than a few square feet, hidden in the shadows. On the table lays a thick open book, its hardened brown pages instantly hinting at its age.

JONATHAN What's that?

Lana runs her hand over one of the open pages, touching it with the tips of her fingers, before looking up at him.

LANA

The last will and testament of a people long since forgotten.

Jonathan doesn't seem to understand.

LANA

Over their years of running, the Shadow-Els have witnessed other planets suffer the safe fate as their own. On one such planet, they found this book. Inside, it reads mostly like a collection of children's stories; fairy tales, myths.

Lana takes a deep breath and bends over, reading from one of the pages.

LANA

And all the skies and the heavens became like a boiling ocean, with the creatures from the dark side of the Fire Gate raining their pestilence down on the land. The people raised up their swords in the names of their homes but, were swiftly crushed by the Evil One, and his minions, and resolved to servitude. They could do nothing as their paradise became like the fierce desert and all that was theirs was taken from them. The people prayed to their Gods for a savior, someone to deliver them from the Evil One's oppressive hand. But they were punished for their faith as the Evil One destroyed the sun and the darkness came.

Lana pauses, somewhat unnaturally, stealing a quick glance at Jonathan, before continuing.

LANA Little did he know that this would be his greatest mistake. A deliverer, El, was born and the Blue Light shined down and burned away the Evil One's skin. With their leader defeated, the creatures would fear the Blue Light, and head back through the Fire Gate, never to be seen again.

Lana stops reading and looks up. Jonathan remains silent.

EXT. LEX'S MANSION - NIGHT

The LexCorp helicopter peers down on the desolate mansion like a mighty predator bird circling its prey, the steady rhythm of its propeller pounding at the night air like a rolling heartbeat. With a singular eye, a spotlight, illumination returns to the darkness surrounding the massive castle, a guided looking glass piercing into the night.

Lex Luthor looks down from the co-pilot's seat, his eyes steadily trained to the funnel of light running over his kingdom. Turning to Noah, Lex raises his hand, borrowing a moment from his man's concentrated piloting.

LEX

I left Howard to watch over the mansion. Why don't I see any lights?

An upturn in Lex's lip imparts his conjoint disappointment and disgust.

NOAH

Perhaps something is wrong with the generator.

LEX

For eighty grand there'd better not be.

Noah tilts his head to one side in retreat. Not a man to jump to conclusions, Noah is neither a man to argue with Lex given his employer's mood.

LEX

Set her down along the side of the house. Your first priority is getting that generator up and running.

NOAH

Yes, sir.

The blades of the always freshly cut grass bend to the ground, perhaps out of respect for the homecoming of their lord, but more likely due to the invisible pummeling force of the wind generated by the helicopter's massive propeller. Even before the second leg of the massive flying machine settles, imprinting itself across a universal mower tread, Lex already has one foot out the door. Landing in stride, Lex pulls an industrial flashlight with him as he starts across the grounds.

Lex hurries towards an elegantly ornate, wooden, side door to the mansion when his foot suddenly catches in the ground. Freezing mid-step, Lex turns the flashlight toward the base of the mansion's rock wall. Amidst the column of light, several multi-colored sparkles beg a curious squint from Lex's otherwise occupied agenda.

Leaving no stone unturned, Lex struts over to the wall, the flashlight's coned end growing exponentially larger on the rock face. Kneeling down beside the wall, he extends a hand to the ground, fingering through the grass. A crease hardens across the middle of his forehead as he pulls up a small piece of purple glass out of the ground. Curiously, meticulously, Lex turns the shard over in his hand, examining it closely against the light.

Diverting his eyes, Lex looks to the grass about his feet where several similar pieces of multi-colored glass now seem unmistakable amidst the narrowly varying green. Turning his attention upward, Lex stands, slowly tilting the flashlight up the stone wall.

Lex takes two steps back, keeping his eyes, and the flashlight, transfixed on a very specific spot several feet up the wall.

Noah, having just now finished shutting down the helicopter, starts to run toward a shed in the backyard but immediately stops when he notices Lex staring up at the wall.

NOAH

Sir?

Noah runs up behind Lex, purposely stopping behind him, not in front of or to the side. Looking up, Noah focuses his attention to what has drawn Lex's solid scrutiny, a shattered stained glass window on the third floor of the mansion.

Immediately, Noah reaches into his suit and pulls out a handgun, cocking it.

LEX

Forget the generator.

Without turning his attention from the window, Lex lifts his hand up. Noah places the handgun in Lex's hand. Noah then pulls a second handgun out from inside his suit for himself.

LEX

You're with me.

NOAH

Yes, sir.

Lex and Noah move toward the door.

INT. LEX'S MANSION - HALLWAY

A strategically placed window at the end of the hall offers only a small glimmer of moonlight illumination to the quotidian row of closed doors and assorted tawdry artwork.

Careful, deliberate, steps mark Noah's advance down the hall, taking point with Lex trailing not far behind. Serving as little more than a bodyguard as Lex tests each doorknob to see if they are, in fact, locked, Noah keeps weapon at the ready, pointed line of sight to trigger at the slightest threat.

Reasonably convinced the doors have remained undisturbed, Lex taps Noah on the shoulder and motions the man toward the absolute end of the hall. Noah nods and probes deeper into he mansion.

INT. LEX'S MANSION - LEX'S OFFICE

The office door swings slowly open, the well oiled hinge allowing Noah a covert initial peek before crouching into the room. Lex enters a close second, his eyes immediately drawn to the chaotic disarray that has befallen his normally fastidious place of study.

Lex quickly runs the flashlight over the room, cringing at the sight of a small mountain range of books piled sporadically about the base of now barren bookshelves. Upturned furniture and wildly strewn papers, among other things, remain tell-tale remnants of a definitive rampage within the office, perpetrated not long ago.

Lex's eyes squint with a frigid anger as Noah moves deeper into the room, gun raised.

NOAH

Someone was here.

Lex lowers the gun at his side, fairly nonchalantly walking across to his overturned desk at the far side of the room.

LEX

A brilliant deduction, Sherlock.

Noah continues to investigate the shadows of the room as Lex examines the remains of his workplace. With a frustrated huff, Lex pulls the desk chair out of his way as he kneels down in front of his desk. Flashlight in hand, he tugs at some of the drawers. Surprisingly, he finds them all locked tight. Something along one of the drawers draws Lex's attention, though, a series of three jagged cuts in the wood splintering from the top of the drawer all the way to the handle looking conspicuously like claw marks.

Lex runs his fingers over the impressions in the wood, getting a good close look with the flashlight, as Noah walks up behind him.

NOAH

The room is secure, Mr. Luthor.

Lex acknowledges the man's findings with a single nod and stands back up.

NOAH

Did they get anything important?

Lex steals a quick glance over at the bookshelf and then over at a painting in the corner of the room. He shakes his head.

LEX

They didn't get anything.

There's an air of surprise in his voice, as if he's already said it and is now repeating the statement to convince himself of its validity.

A creak in the ceiling.

Lex and Noah each duck instinctively as they turn their attention upwards. Silently, Lex shoots his man a glance, a muted command Noah responds to with an abbreviated nod.

Noah and Lex exit the study, guns raised at their sides and flashlights off.

INT. LEX'S MANSION - STAIRCASE

Noah pulls around a corner, the barrel of his gun acting like a third eye as he stalks through the mansion. Gliding around him, Lex moves towards the stairs. Reaching the base of them, he pulls up, pressing his back up against the wall just above the first and second steps. Raising his left arm, he motions for Noah to proceed passed him and further down the hall, toward a second stairwell.

Lex climbs the winding steps to the second floor.

INT. LEX'S MANSION - SECOND FLOOR HALLWAY

Lex strains his eyes to see down the second floor hallway, a remarkable duplicate of the first floor row of doors, minus the much needed glimmer of moonlight. He briefly considers using the flashlight to help him through the shadows but, at the expense of his sight, he opts not to give away his position to any possible threat awaiting him.

Again, Lex moves down the row of doors, checking each one. With each successive knob, he squeezes a little tighter, turning the cold ball in his hand, silently praying for the curt halt. He need not check them all, however, as he comes upon a door already ajar; his bedroom door.

INT. LEX'S MANSION - LEX'S BEDROOM

Lex enters the bedroom cautiously. A starry pattern of light and shadow moves like a wave over his skin as the lunar light drips into the room through the thin white drapes that hang over the windows.

He makes no movement. A brief glance at the room, offered neatly to him by a full moon, offers Lex little comfort despite it appearing relatively in order. Closing his eyes, Lex allows himself a comforting deep breath, in through the nose and slowly out the mouth, before presenting the picturesque scene to himself again. Seeing the room, perhaps now with a new pair of eyes, Lex pauses his stare on the lavish king bed at the far end of the room.

Moving through the luminous speckles of pattern, Lex carefully approaches the bed. Serene, pillows and comforter pulled taut, Lex nonetheless stares at it with a somewhat feverish scrutiny, his attention drawn specifically to the very center of the bed.

The comforter pattern is an unassuming one, a gentle overlay of white roses amidst an assortment of other, equally placid but slightly more exotic, garden flora. In the center of the pattern, though, lies a dark spot that grows increasingly more conspicuous the closer Lex comes toward the bed. Finally, giving into his curiosity, Lex lifts his flashlight up over his shoulder and flicks it on.

A small droplet of red drips through the funnel of yellow light, from above. Lex's eyes widen as the small puddle of blood comes to realization in his mind and, against his better judgment, he instinctively turns his attention upward.

Lex abruptly finds himself face first in the puddle of blood, forced down to the bed as something from above comes crashing down on top of him. Desperately struggling to free himself of the weight, Lex remains oblivious to the monstrous form that leaps down from the ceiling, behind him, and promptly dashes through the bedroom door.

Rolling over, Lex squirms his way free from the weight atop him, and quickly gets to his feet. Backing his way toward the door, Lex quickly turns the flashlight on the object he's left to the bed.

LEX

Howard.

Lex feigns sympathy for the man who lays motionless on the bed, a gaping bloody hole in his chest the size of a volleyball.

NOAH (voice)

Mr. Luthor!

Lex, a healthy smear of blood across one side of his face, shakes himself free of his shock and turns toward the bedroom door.

INT. LEX'S MANSION - SECOND FLOOR HALLWAY

Noah stands at the base of a second set of stairs, heading up to a third floor, as Lex emerges from a room far down the hall. He motions up the stairs.

NOAH

He went this way!

LEX

What are you waiting for?! Follow him!

Lex runs down the hall as Noah storms up the stairs.

INT. LEX'S MANSION - THIRD FLOOR HALLWAY

Lex finally emerges at the top of the stairs, only slightly winded, finding Noah poised outside a closed door with gun raised. Shooting Lex a quick glance, Noah nods his head, silently communicating he's trapped the intruder inside. Raising his gun, Lex nods and motions toward the door to the adjacent room.

Slowly, Lex turns and opens the door to the second room, stepping inside.

INT. LEX'S MANSION - THIRD FLOOR GUEST BEDROOM I

Lex creeps inside an extravagantly ornate guest bedroom, complete with king- sized bed and fireplace. The flashlight as his guide, Lex silently maneuvers his way over to the massive stone fireplace. Gun-to-cheek, he ducks down and crawls inside.

INT. LEX'S MANSION - THIRD FLOOR HALLWAY

Poised and ready for action, Noah silently counts down.

NOAH

::whisper:: Five. Four. Three. Two.

He nods the last "one" and kicks the door in.

INT. LEX'S MANSION - THIRD FLOOR GUEST BEDROOM II

A second guest bedroom, nearly identical to the first but for an inverted layout.

A hidden door inside the stone fireplace slides open and Lex Luthor explodes through it and into the room. Simultaneously, Noah kicks through the door to the hall, handgun at the ready. Almost immediately, both their attentions are drawn to the bed where the darkness hides the identity of two shadowy figures, one lying across the bed, motionless, and the other, much larger one, standing over it.

NOAH

Don't move!

Noah strides toward the bed, keeping the gun trained on the larger form hidden from the light. Without hesitation, though, and with lightning speed, the imposing figure leaps through the air, knocking Noah clear across the room and back out into the hall.

Not waiting for his turn, Lex gets to his feet and starts firing into the night. Turning abruptly, the intruder makes a mad dash for the broken out stain glass window from before. In a surprising act of what would seem to be suicidal desperation, the intruder leaps through the broken out window and into the night sky.

Lex runs toward the window, his gun still raised. Not even bothering to look down, he begins firing into the sky.

Bang! Bang! Bang! Bang! Click! Click!

Lex continues to pull the trigger with startling determination, despite his weapon's distinct lack of ammo. Whether out of fear, or anger, Lex can't stop himself from keeping the end of his gun trained on the intruder. as it flies away on two colossal outstretched wings.

Finally, as the intruder disappears over a range of trees, Lex breaks himself free of his momentary trance, at least long enough to remember the other mysterious figure on the bed. He retreats back away from the window and into the bedroom where Noah, groaning mightily, limps back in from the hall.

LEX

You all right?

Noah manages a nod in reply.

Slowly, Lex and Noah approach the bed where the second figure remains hidden by the shadows. Recovering enough to raise up his gun, Noah takes position at the foot of the bed as Lex lifts his flashlight.

The light shines onto the bed and the face of the mysterious individual.

LEX

Mrs. Kent?

Offering no reply, Martha Kent lays motionless across the bed, unconscious.

INT. RED ROOM

Descending down into the Red Room, via the lift, is Colonel Kalib. The lift stops to Clark's right and for a long moment before stepping down from the lift, Kalib simply stares at the future Man of Steel sitting helpless in the chair.

After a few seconds, Kalib steps down and moves off toward the consoles where Shuang and Shull are working diligently.

COLONEL KALIB

Report.

Shull sits down behind his computer console, working at the controls.

LIEUTENANT SHULL

We've completed extracting the memories from the second neural curve. I'm loading the simulation sequencing program now.

COLONEL KALIB

Good. The General will arrive within the hour. I want to be able to give him a full report on our findings.

SHUANG

Pattern sequencing complete.

LIEUTENANT SHULL

Load the program into the Razor Chair.

SHUANG

Beginning uplink.

In the chair, Clark's body tenses. His fingers turn white as they grasp at the ends of the chair's arms.

SHUANG

Uplink established. Loading simulation program.

Shuang runs his hands over some controls and the main viewing monitor flickers on. On the monitor appears an elaborate interface ultimately boiling down to a composite of varying Kryptonian symbols. In the center of them all are three glowing spheres aligned as the three corners of an upside down triad. Trickling bolts of blue electric current make out the edges, connecting the three globes.

Shuang, Shull, and Kalib all stare at the monitor with conspicuously confused expressions.

COLONEL KALIB

What manner of simulation is this?

LIEUTENANT SHULL

I.

Shull double checks some of his readings.

LIEUTENANT SHULL

. I'm not sure. Something must be wrong with the interface.

Shull looks over at Shuang.

LIEUTENANT SHULL

Check the pattern filter.

SHUANG

Diagnostics check. The interface is functioning within normal parameters.

Kalib, standing straight and tall, grows agitated.

COLONEL KALIB

What's wrong, Shull?

LIEUTENANT SHULL

It.

Shull shakes his head. He doesn't know.

LIEUTENANT SHULL

. This should be an access terminal to the simulation program but, I've never seen a memory pattern like this before.

Shull motions to the screen.

LIEUTENANT SHULL

This looks more like.

COLONEL KALIB

More like what?

LIEUTENANT SHULL

. Like a computer file database.

Kalib steps forward and around one of the computer consoles, coming close to the monitor, investigating it for several long moments before finally turning back to face Shull.

COLONEL KALIB

Is the simulation program loaded?

LIEUTENANT SHULL

Yes, sir.

Kalib nods and walks up in between Shuang and Shull.

COLONEL KALIB

Then run the program.

Shull steals a quick glance over at Shuang. He thinks to object but one look at Kalib and he knows the futility of such a move.

LIEUTENANT SHULL

::nods:: Yes, sir.

Shull reluctantly hits the button on his console.

In the RAZOR Chair, Clark again tenses.

On the main monitor, all the Kryptonian symbols seem to whirlpool into the center of the glowing triad of spheres. The spheres themselves then move closer together until they envelope each other, becoming a single mass that ultimately shrinks down and disappears.

EXT. UNKNOWN - EARLY MORNING

A whimper of breath escapes through Clark's nose as he stirs back into consciousness. Lying prone on the ground, Clark's eyes slowly flutter open as he props himself up with his arm, pressing his hand firmly against the. ice.

Quickly sobered from his grogginess by the curious surroundings, Clark climbs to his feet amazed to find himself alone atop a steep, icy, plateau hundreds of feet in the air.

INT. RED ROOM

Shuang stares at the monitor in pure and utter amazement.

SHUANG

My god.

Shull looks on in disbelief.

Colonel Kalib, stone-faced but infuriated, folds his arms across his chest.

COLONEL KALIB

Shull. What am I looking at?

Luckily for Shull, it's more of a rhetorical question than anything. Kalib knows the answer like he knows his own name.

EXT. UNKNOWN - EARLY MORNING

Clark stares out over the edge of the plateau, awed by the majestic alien city below. The futuristic urban skyline is marked with elegant buildings formed of ice, glass skyways and tunnels, and enclosed crystalline gardens hovering above the buildings.

Just over the skyline, a blazing red sun rises slowly in the sky.

CLARK

Krypton.

INT. RED ROOM

Kalib's eyes burn wildly as he slams his fist down on the computer console before him.

COLONEL KALIB

Shut it off! Now!

Shuang moves his hand over his computer console, only to have Shull quickly slap it away.

LIEUTENANT SHULL

No, wait! Leave it!

COLONEL KALIB

You dare impose your authority above mine!?

LIEUTENANT SHULL

Colonel, there may be an opportunity here.

COLONEL KALIB

We can't let him see.

LIEUTENANT SHULL

See what? We're just going to wipe his memory when we're finished with him. He won't remember anything.

Kalib understands.

LIEUTENANT SHULL

In the meantime, we should learn what we can from this. I'll prepare the neural wipe but, he's not going anywhere.

A chime sounds and a tiny red light flickers on one of the computer consoles as Colonel Kalib considers his options.

COLONEL KALIB

Very well. but I want the neural wipe ready as soon as the simulation finishes running its course.

The chime sounds again. This time, Kalib appears visibly annoyed that it would interrupt him mid-speech.

COLONEL KALIB

He must not remember any of this.

The chime sounds yet a third time, prompting Kalib to literally punch the console.

COLONEL KALIB

What is it?!!!

VOICE OVER COMM

Sorry to disturb you, sir, but we have the General's helicopter on radar. They'll be arriving at the base in ten minutes.

Kalib's entire body tenses instantaneously, as does Shull's.

LIEUTENANT SHULL

He's early.

Shuang, a new crevice of worry etched into his forehead, looks at his wrist watch. It reads almost six.

EXT. SPACE

A fiery red sun slowly peeks its way around from behind a magnificent green and white planet rotating in space. Krypton.

VOICE OF JOR-EL

Truth. Justice. and the Liberty of Absolute Freedom. These are the three basic principles on which all civilized society is based.

EXT. KRYPTON CAPITOL CITY - DAY

The camera pans down, slowly descending through the upper atmosphere of the massive planet, piercing through the clouds to reveal a magical city of crystal and ice below.

VOICE OF JOR-EL

But beyond this doctrine, there is that which is even more fundamental to the natural spirit of existence; the right to life.

Various Kryptonians are seen going about their lives, happily enjoying themselves with varying activities from simple commuting from one place to another via hover-vehicles to a children's game enjoyed by two pixie-eyed little girls involving several purple hovering discs.

VOICE OF JOR-EL

There is no greater law, no greater power, and no greater duty than to preserve and protect life in all its many forms, to cultivate it, and nurture it, that it might grow and grow free. Yet, where there is great power, there are those masters of evil who would stop at nothing to wield it.

The city fades away to darkness.

EXT. SPACE

In space, a fantastic multi-colored nebula ignites with millions of tiny little explosions, each releasing a gaseous cloud of heat and light.

JOR-EL

To every great force there is an equal and opposing reactant force. With nature being constant, there is no difference in life. These matters of time and space may, at this stage of your adoptive schooling, be beyond your capacity for understanding but, to consider all as energy is to imagine a unique balance in all known forces. Arise tenets of time and anti- time, matter and anti-matter, space and anti-space all in harmony with one another, binding the fundamental laws of physics to create a universe where life can exist.

The incredible nebula, almost completely dispersed by the countless explosions, seems to fold in on itself, all the light and energy being sucked into a single point of white light which then erupts outward in a giant flash; in its place, a swirling galaxy.

JOR-EL

But life, made up of matter is in and of itself a force, in balance with death, the one element that innately links all of us with time and space.

Through time and space, the camera darts deep within the swirling galaxy toward a single red star, to where Krypton is in its infancy. Descending back down to the planet surface.

EXT. KRYPTON

Evolution slowly progresses Krypton from a steaming pool of proteins and amino acids into the incredible civilization seen before.

VOICE OF JOR-EL

This realization, that the ultimate power of existence can be attributed to the amalgamation of all known forces into one, is essentially at the heart of the greatest of all crimes against nature. For where there once existed a great force of life, exhibited by a proud and venerable society, now exists a void, a scar against the skin of all that is inherently right in the universe. Where there was once life we now behold the power. of anti- life.

In the sky above the city, the red sun of Krypton slowly extinguishes, the shadows of darkness slowly enveloping the people below.

JOR-EL

It is this burden, the weight of my own sin that I regretfully pass on to you, Kal-El. my only son.

INT. HOUSE OF EL - JOR-EL'S LIVING QUARTERS

Jor-El, a tall but slender man, stares out at the Kryptonian countryside from the window wall at the far end of his living quarters. He appears proud but, defeated, his eyes weary with a struggle the likes of which he cannot hide from.

Behind him, Lara, her long brown hair pulled straight back behind her in a ponytail reaching just above her ankles, lays her head on his shoulder, wrapping her arms around his waist. She's been crying.

Clark looks on in amazement as he stares onto the faces of his true parents, the events of the past playing out before him in the most real of fashions.

JOR-EL

What more can I do, Lara? My words fall onto deaf ears. They refuse to listen to reason.

Lara pries herself free so that she can face her husband to plead with him.

LARA

I know you can convince them. They'll listen to you. They have too.

JOR-EL

::shakes head:: I've tried. I petitioned the science board, the militia commandant; they all turned me away. I threatened to go public with my findings and they threatened me with heresy against the state.

LARA

How can they do that? You are one of Krypton's most respected scientists.

JOR-EL

They don't care. They've allowed their minds to become paralyzed with fear.

Jor-El turns away from her in disgrace, stepping down from the view portal of his quarters, moving into the center of the room and the marble-esque floor where below his feet sits the oh-so-familiar crest of El.

JOR-EL

Vond-Ah made sure of that.

LARA

But it was your research.

JOR-EL

I lost the Council's faith the moment I opposed their plan to develop the weapon. Vond-Ah accused me of trying to sabotage the war effort. They're moving forward even now. I wish I had never become a scientist.

Lara steps down from the viewing portal, moving closer to her husband.

LARA

Have they. finished?

JOR-EL

Not yet. but, soon. Our outer defenses have already been penetrated by the invasion forces. They won't let him subjugate Krypton like he has done to so many other worlds. They will strike back at him soon. and seal all our fates.

Jor-El looks up and toward a sheer white curtain hanging about a doorway to an adjacent room. Through the curtain can be seen an elaborate crystalline cradle with a sleeping baby lying inside.

JOR-EL

Almost all.

Clark stares toward the doorway and the child, fighting back the eerie sensations running through him, seeing himself as a small baby.

INT. JOR-EL'S LABORATORY

Very suddenly, Clark finds himself inside an alien laboratory where Jor-El works diligently at a massive computer interface taking up one entire wall of the room.

JOR-EL

Brainiac online.

A surge of energy gently hums throughout the room as Jor-El implants a small device into the computer interface, about six inches long and an inch thick with a set of dual prongs on one end.

JOR-EL

Begin download.

COMPUTER VOICE

Download commencing.

Footsteps.

Clark and Jor-El each turn simultaneously as Lara approaches from the far side of the room, holding baby Kal-El in her arms wrapped rather conservatively in a thick red, blue, and gold sheet.

JOR-EL

It's the only answer, my love. He cannot stay here. If he does, he will surely die as the rest of us.

LARA

But why Earth? Surely, there are other worlds, Jor-El, where he will be better protected.

Jor-El turns away from her, finding it difficult to look at his wife through her tears.

JOR-EL

Their atmosphere will sustain him.

LARA

They are a primitive culture.

JOR-EL

They are a good people, wife. Besides, he will need that advantage to survive. His dense molecular structure will make him strong. He will be virtually invulnerable.

LARA

He will be different. an outcast.

JOR-EL

He will look like one of them.

LARA

But he won't be one of them.

Clark swallows hard at that.

COMPUTER VOICE

Download complete.

Jor-El hangs his head a moment, then keys in a few commands into the computer.

Taking a step back, Clark narrowly avoids being swallowed up by the floor as the crest of El, similarly embossed into the floor like the one previously seen in the living quarters, opens up beneath him. A small spaceship, diamond shaped with a round egg-like center, rises up through the opening, carefully anchored to some sort of launch pad.

At the sight of the ship, Lara clutches Kal-El even closer to her chest, practically smothering the small child against her bosom.

Removing the device he previously inserted into the computer interface, Jor- El steps around the ship and over to Lara, where he looks down on his son with the genuine sadness of a man about to lose his entire world. literally.

LARA

He will be alone.

Jor-El looks at her and then at the instrument in his hands.

JOR-EL

No. He will not be alone.

He presses the pronged end of the device to the baby's temple. A light flashes and then goes out on the instrument, followed by a short high pitched beep.

JOR-EL

He will never be alone.

Kissing him one last time, Lara reluctantly hands baby Kal-El to Jor-El, fighting back the tears as she watches her husband lay the small child inside the ship.

JOR-EL

All of Krypton will be with him. All that we as a people have learned, and felt, all of this and more will be with him for all of his days.

Jor-El takes a step back from the baby, wrapping his arm around his wife's shoulder as she softly weeps into his chest. All the while, Clark looks on as the events of time's past play out before him.

JOR-EL

Every time he opens his eyes, he will do so with our strength behind him. This is my final gift to you, my little Kal-El, though be it not near so rich or warm a gift as that your mother sends along; her love. Lead them with strength, my son. That is where your true greatness lies.

Stepping forward, Jor-El places his hand above one edge of the spaceship. Almost simultaneously, the small octagonal key rises up out of its mount, rotates in mid-air, and settles back into its slot in the ship's wing.

The spaceship slowly begins to glow a bright yellow as the platform begins to rise.

Clark, looking on, can't help but reach out to his parents.

CLARK

Dad.

EXT. KRYPTON ICY PLATEAU - MORNING

Back at the plateau, Clark looks out onto the majestic city from before, only now, it is in utter ruins, almost all the buildings and byways completely demolished and many in flames. Energy weapons can be heard going off in the distance as well as agonizing cries for help and what can only be described as growling. Clark looks on in horror at the devastation.

From below, the ship, in all its glowing splendor, rises up in front of Clark. For a second, it hovers in the air in front of him, as if staring at him. Finally, it turns and darts off into the sky above, continuing its ascent, disappearing into the clouds.

Suddenly, a great shadow stretches out over the horizon. Clark looks up just in time to witness the Kryptonian sun begin to change color. The light turns extremely dark, dimming down until almost non-existent. Then, all of a sudden, it flashes brightly and explodes. A slow motion shockwave tears apart the city in the distance and Clark shields his eyes from the blast as it tears into him as well.

INT. RED ROOM

Clark gasps for air as he wakes up to find himself strapped into the Razor chair. Struggling against his bindings, he tries desperately to pull himself free.

Shuang quickly, but discretely, runs his hands over his console as an alarm sounds.

Shull and Kalib both turn to the source of the alarm at a nearby console.

LIEUTENANT SHULL

Something's wrong.

COLONEL KALIB

Be more specific!

LIEUTENANT SHULL

I. I'm not sure. There's some sort of feedback loop developing in the Razor processing matrix.

COLONEL KALIB

How is that possible?

LIEUTENANT SHULL

It shouldn't be possible.

COLONEL KALIB

Can you shut it down?

LIEUTENANT SHULL

The override isn't functioning. It's not accepting any of my command codes.

COLONEL KALIB

What is happening, Shull?

LIEUTENANT SHULL

Some sort of alien program is overwriting all of the command sequences. It's completely circumvented our security protocols.

Kalib hits the communications switch.

COLONEL KALIB

This is Colonel Kalib. Shut down power to the Red Room, now!

Much to Kalib's frustration, the communicator replies back merely with static.

Meanwhile, Clark lets out a scream from in the chair, immediately garnering Kalib's undivided attention.

COLONEL KALIB

What's happening to him?

LIEUTENANT SHULL

The feedback loop has caused the neural overlay transmitters to reverse polarity!

COLONEL KALIB

What does that mean?

LIEUTENANT SHULL

The neural wipe extraction program doesn't just erase the memories of the person in the chair, it's also directly linked to a backup storage matrix in case we ever needed to go back and look at them again. With the reversed polarity, instead of extracting memory fragments from the subject, it's implanting them.

Shull looks up at Kalib, generally worried. Realizing Kalib didn't quite follow what he was saying, he puts it in more laymen's terms.

LIEUTENANT SHULL

He's getting all of his memories back!

Clark writhes in agony as he relives the memories that were once torn from his subconscious.

EXT. CLARK'S MEMORY SEQUENCE

Mercy Graves leaps from the helicopter as she sets it to crash into Lionel Luthor's airline hangar. Inside the helicopter, Chloe clutches to him in terror.

CHLOE

Oh my god!

Clark saves Chloe from the helicopter by leaping out of the helicopter and using the door to skid of the rooftops of successive hangars before coming to a sliding stop on one of the runways. He desperately tries to revive her as the mysterious Colonel Kalib approaches.

CLARK

Please, she needs help!

Kalib attacks Clark using the small metallic spheroid, knocking Clark unconscious.

Inside the Red Room, Colonel Kalib repeatedly and mercilessly beats Clark to a bloodied mess.

COLONEL KALIB

Feeble weakling. you'll rule nothing!

Clark in bed, a small puddle of blood begins to soak into the sheets as the simulated Lana digs into his arm with her nails.

LANA

Without your powers, you were weak. They broke you!

Kalib, impersonating Jor-El, walks away from Clark triumphantly.

KALIB AS JOR-EL

It doesn't matter. You've already lost!

Finally, Shuang pleads with Clark.

SHUANG

You will remember everything that has happened to you, everything they have done to you.

A final flash of light.

INT. RED ROOM

Clark opens his eyes, his memory restored. He no longer struggles to free himself from the chair. Instead, he merely stares across the Red Room and into the eyes of Colonel Kalib, a new definition of anger and hatred built up inside him.

EXT. LUTHORCORP PRIVATE AIRLINES - EARLY MORNING

Lionel Luthor's limousine pulls up to the entrance gate to the LuthorCorp Private Airline and is immediately swarmed by a crowd of reporters.

INT. LIONEL'S LIMOUSINE

Lionel exudes disgust as he reluctantly unclasps his seatbelt buckle.

LIONEL

Bloodsucking reporters, this is all I need.

Opening the sun roof, Lionel gets to his feet.

EXT. LUTHORCORP PRIVATE AIRLINES - EARLY MORNING

Lionel raises his arms to quiet the deluge of questions being thrown at him by the various reporters.

LIONEL

Ladies and gentlemen of the press, please, there has been a terrible tragedy here and right now we're all just doing our best to try and understand it. There are several investigations currently being pursued by the Metropolis Police Department, airline investigators, and by my own people just to name a few. As you have all already been informed, there will be an official press conference later on this morning where, I assure you, we will answer any and all questions that you might have, to the best of our capabilities at said time. Thank you.

Lionel sinks back inside the limousine and quickly orders the limo driver to make his way through the gates, leaving the reporters behind.

INT. LIONEL'S LIMOUSINE

Lionel leans forward in the limousine to see where a helicopter is landing at the airport in the distance. He doesn't seem particularly pleased by the arrival, however.

He motions the limo driver to where the helicopter touches down.

LIONEL

Over there.

LIMOUSINE DRIVER

Yes, Mr. Luthor.

EXT. LUTHORCORP PRIVATE AIRLINES - EARLY MORNING

Lionel's limousine comes to a screeching halt just off to the side of the helipad as several military officers disembark from the helicopter. Lionel immediately steps out of the limo and makes his way to meet one of the approaching officers, an impressively decorated General accompanied by a heavily armed escort.

LIONEL

General.

Lionel extends his hand to the General, who absolutely dwarfs Lionel in every way possible. The General ignores him, walking right passed Lionel as if he wasn't even there.

Lionel quickly turns and walks up alongside the man.

LIONEL

General, I want to assure you that we have the situation under control. Our containment crews have managed too.

The General quickly stops, turning to confront Lionel face to face.

THE GENERAL

Do not concern me with trivial matters, Luthor. This is your mess. Clean it up.

A large metal "CLANK" can be heard off in the distance, instantly catching both Lionel's and the General's attention. It came from a nearby hangar where, similar to a modern dome sports stadium, the hangar's roof begins to retract.

INT. RED ROOM

A pillar of golden light slowly opens up from above, pushing back the red light surrounding Clark in the Razor chair. From above, a large circular hatch opens up and, above that can be seen the retracting roof of the hangar, allowing the yellow light from Earth's sun to seep in and envelop Clark.

COLONEL KALIB

Close the hatch!

LIEUTENANT SHULL

I can't! The missile launch sequence has been initiated!

COLONEL KALIB

But there's no missile to launch!

SHUANG

I wouldn't say that.

Kalib and Shull each look up at Shuang, who smiles arrogantly as he stares out at Clark in the chair.

Clark opens his eyes, a renewed energy coursing through his body. At his sides, Clark's fists clench tight and he tears his arms free from the chair as easily as if they were bound by silly string. The newly reinvigorated muscles in his legs, pulsing with rage, stress the bindings to their breaking point and they snap like old flimsy rubber bands. Finally, tearing the headpiece from around his head, Clark stands up out of the chair, his rippling muscles tensed but poised. He stares straight ahead, almost begging Kalib to come into the light.

Surprisingly enough, Kalib, almost happily, accepts the challenge. Slowly, the best of a man removes his uniform jacket and, much to Shull's horror, lays it over the computer console before walking around it to come face to face with Clark who stands only a few meters away.

Shuang, now becoming slightly worried, leans forward.

SHUANG

No, Kal-El. Run!

Clark turns his attention toward Shuang just in time to see Shull pull out a gun and shoot the man in the chest at point blank. Shuang's eyes roll back in his head, dead before he hits the ground.

Startled, Clark looks back at Kalib who is more than ready for a brawl. He stares Clark down with an odd smirk of confidence etched into his jaw. Issuing a challenge of his own, Kalib extends his hand and waves Clark toward him.

COLONEL KALIB

Come to me, Kryptonian.

Divided, Clark hears Shuang's words from before reverberate through his mind.

SHUANG

There are more important things than revenge, Kal-El. If you confront Kalib now, you will lose. You must look toward the light!

Clark takes one last look at Kalib, desperately weighing his desire for revenge against the sacrifice Shuang made for him. Finally, he turns his attention upward, toward the hatch above.

Kalib's smile slowly begins to fade.

COLONEL KALIB

No!

Kalib charges Clark but too late. Bending down, throwing his fist over his head, Clark leaps straight up into the air, propelling himself up towards the open hatch.

INT. LUTHORCORP PRIVATE AIRLINES HANGAR - EARLY MORNING

Clark grasps the top of the hatch, pulling himself up and out of the underground missile silo hidden beneath the LuthorCorp airline hangar. Looking around, he finds the rest of the hangar surprisingly empty.

Peering through the walls of the hangar, Clark notices a wave of people approaching the hangar from all sides. Picking the least densely populated route of escape, Clark darts forward at super speed and explodes through the far wall of the hangar.

EXT. LUTHORCORP PRIVATE AIRLINES - EARLY MORNING

Several LuthorCorp personnel are sent reeling as Clark explodes through one side of the hangar, though moving far too fast for anyone to see him.

In the distance, conducting her own investigation of the previous night's crash, Maggie Sawyer and several other members of the Metropolis Police Department look on in amazement.

EXT. METROPOLIS INTERNATIONAL AIRPORT - EARLY MORNING

On the outskirts of Metropolis International Airport, Clark stops his retreat, his back to the LuthorCorp Private Airlines. Slowly, he looks over his shoulder, and turns.

EXT. LUTHORCORP PRIVATE AIRLINES - EARLY MORNING

His hands clasped together behind him, amidst a mass of confusion, the General turns and stands tall, staring into the distance, directly at Clark on the outskirts of the airport.

EXT. METROPLIS INTERNATIONAL AIRPORT - EARLY MORNING

Taking a breath, Clark stares right back at the General for another several seconds before finally turning and continuing his retreat. He runs back to Smallville. He runs back home.

EXT. LUTHORCORP PRIVATE AIRLINES - EARLY MORNING

The General, disappointed, turns back toward the hangar.

THE GENERAL

Soon, Kal-El. Soon.

..............ONE WEEK LATER..............

INT. LEX'S MANSION - LEX'S OFFICE

Lex Luthor sits at his desk chair talking on his cell phone as Noah walks in.

LEX

Yes, Doctor Fries, I received the invoice yesterday. It's being processed now and you should have your containment unit by the end of the week.

NOAH

One Mercy Graves to see you, sir.

Lex nods.

LEX

As am I, Doctor. Good night.

Lex hangs up the phone.

LEX

Send her.

Mercy, never missing an opportunity to make an entrance, storms through the open door.

MERCY GRAVES

Lexy-baby, have Mercy?

Lex closes up the laptop in front of him on the desk but, just before the screen goes black, the headline "Gargoyles: Fact or Fiction?" can be read off the top.

Lex leans back in his chair, letting out a somewhat pained grin as he greets Mercy.

LEX

You'll find out.

Mercy walks passed, paying him no attention but for a quick slap on the behind. She takes a seat in an elegantly hand carved wooden chair, opposite Lex. Whatever her price, Lex must've signed his name to quite a few zeroes judging by the short black Versace dress she's wearing.

LEX

Have a seat.

MERCY GRAVES

You know, Lex, I must say it was somewhat of a shock hearing from you again.

LEX

And why is that?

MERCY GRAVES

Oh, I don't know. After our last little encounter, I had you pegged for needing a little time off the Mercy juice, I guess.

LEX

What can I say? It must just be that merciful charm. Once you're hooked, you can't not go back.

MERCY GRAVES

Mm hm. Well, flattery and money will get you everywhere, Lex. But.

She takes a quick look around.

MERCY GRAVES

. I guess you already knew that. All adulation aside, why am I here?

LEX

Well, Mercy, to be honest. I asked you here because. I wanted to thank you.

MERCY GRAVES

::stunned:: You want to run that one by me again? No, wait, hold on. Niles!

Noah sighs.

NOAH

It's Noah.

MERCY GRAVES

Whatever. Fetch me a tape recorder will ya, doll? I want to get this.

She turns back to Lex.

MERCY GRAVES

Go on.

LEX

Well, it's really very simple. You were right, what you said about me in the elevator. I wasn't ready to play my father's game. That's why I hired you. I knew you could play with the big boys and I just. Well, I wasn't ready.

Lex stands up and walks over to a small cart with a couple of empty glasses and some brandy. Mercy is thoroughly enjoying all of this.

LEX

Brandy?

MERCY GRAVES

Emphatically so. Lex Luthor learns humility. If this doesn't deserve an occasion, I don't know what does.

He laughs and pours her a glass. Bringing it over to her, he sits down in the chair next to her instead of retreating back behind his desk.

LEX

You taught me something very important that day, something about myself, about who I am.

MERCY GRAVES

A coward?

She laughs jokingly. He humors her and offers a laugh as well.

LEX

Not exactly. You see, as a businessman, and even more poignantly as a Luthor, I've been taught never to allow my personal life to interfere with business. Business is something completely different, a different animal, if you will. It's more cold and calculating. It's all about taking advantage of opportune situations and oftentimes you can't do that if you allow your conscience, your sense of moral good, to get in the way. Sometimes, the only way to move up in business is to step on the guy in front of you.

Mercy raises her glass.

MERCY GRAVES

Cheers to that.

LEX

Mmm. Indeed.

Lex stands up again and moves back around his desk.

LEX

But you see, you taught me something in that elevator, something about myself. For me, my business and my personal life can never be separate. Maybe I just have too big a heart but, I think the essence of being a human being is that you can never really completely separate yourself. You can't deny who you are.

Lex carefully sits back down behind his desk the way a king might do when taking up residence in his throne.

LEX

No matter how hard you try, business is personal. There's just no way around it. That's why, when it comes to business, my - how did you put it? - "ethics and basic human decency" will always show through. It's what makes me who I am and, unfortunately, what makes me vulnerable.

MERCY GRAVES

Which is why you need me, Lex. I'm as invaluable a commodity as any piece of antiquated dross you have in this little cita-del-Luthor.

LEX

I agree. I do need you. But what I don't need is your rather liberal interpretations of my assignments. True, you got the job done, and I commend you for your efforts but, you also hurt me in the process. I didn't appreciate that.

Lex remains surprisingly calm through all of this, speaking is a rather nonchalant tone.

LEX

Regardless, you helped me learn something about myself and, for that, I wanted to thank you. In fact, I wanted to return the favor. Noah.

Lex motions toward Noah who walks over to a nearby bookcase, removes a folder from atop some books, and walks it over to Lex.

LEX

You see, Mercy, the most fundamental rule of business, of life really, is to turn all weaknesses into strengths. Now, one thing I've come to realize about myself is that, what's true for me is usually true about everyone else as well. I like to think of myself as a type of human barometer if you will.

MERCY GRAVES

So, that's why you're always walking so stiff. Here and I thought you just had a giant pole up your ass.

Lex doesn't seem terribly amused.

LEX

All graphical metaphors aside, I got to thinking, you're a businesswoman, not unlike myself.

MERCY GRAVES

And a very good one.

LEX

Indeed, but one with weaknesses nonetheless.

MERCY GRAVES

I beg your pardon?

LEX

Oh, it's okay, Mercy, we all have them. It's nothing to be ashamed of. As I was saying before, we must turn our weaknesses into strengths. As such, I wanted to repay you for pointing out one of mine, helping me to grow stronger, by showing you one of yours and giving you the same opportunity.

Lex hands Mercy the folder Noah had previously handed him. She looks inside and sees pictures of herself at a type of mental institution visiting with two different people, one an older woman and another younger man about her age.

LEX

Melody Helvstedt, age seventy-seven, and Mark Graves, age twenty-four, current residents of Central City's William H. Tompkins Medical Center for the Mentally Impaired. According to the nursing staff at the center, each suffers from a rare brain disorder known as Clerick's Syndrome, which renders the patients in a near catatonic state requiring round the clock supervision.

Mercy's face gets caught between expressions of anger and fright.

MERCY GRAVES

Where did you get these?!

LEX

Apparently, in their sixteen year joint stay at the center, neither patient has received more than one visitor, one Mary Graves, sister to Mark and granddaughter to Melody, who pays them visits once every two months and has done so for the past eight years.

Mercy diverts her eyes away from Lex's, as if she's suddenly become unable to look at him.

LEX

Let's see, eight years. eight years. If I'm not mistaken, that's when our little relationship started. Yes, that's right. As I recall, I caught you with your hand in the wrong pocket. so to speak.

If Mercy could shrink down into a little ball and disappear she would. All her confidence and arrogance is gone. He's completely, not to mention expertly, belittled her.

LEX

You see, Mercy, it occurs to me that if Lex Luthor, one of the greatest business minds of the modern age, can be influenced by the banal annoyances of things like conscience and compassion, then anyone can. You may be without remorse, Mercy, but you're not without heart. and that is your weakness.

MERCY GRAVES

You.

She chokes.

MERCY GRAVES

You'd never hurt them. You don't have it in you.

LEX

No, you're right, I'm not. But if one of my employees.

Noah steps forward, standing tall, staring straight at Mercy.

LEX

. were to take, let's say, a liberal interpretation of one of my orders, well.

Lex leans back in his chair and folds his hands in front of him.

LEX

There's not really much I can do about it.

Mercy looks up at Noah. He stares coldly back down at her.

MERCY GRAVES

What do you want from me? You want your money back, is that it? I don't have it. It all went to those bastards at that damned center.

She looks down.

MERCY GRAVES

And this dress.

LEX

All I want is for you to do exactly what I tell you to do; nothing less and nothing more. You work for me, Mercy, now and always. Do we understand each other?

Mercy nods and stands.

MERCY GRAVES

Yes, Lex.

LEX

And from now on, it's Mr. Luthor.

MERCY GRAVES

Yes, Mr. Luthor.

Mercy turns to leave and heads for the door but, Lex stops her.

LEX

Oh, and Mercy.

She turns around.

LEX

I'll take the dress too.

Mercy starts to blurt it out but, one look at Lex's face tells her how serious he is. Reluctantly, Mercy pulls her hands behind her back, unzipping the dress all the way down, revealing a sheer lace bra and panties underneath. Slipping out of the dress, utterly humiliated, she tosses the dress over to him and is out the door before it hits the desk.

EXT. KENT FARM - NIGHT

Clark Kent stares blankly up at the clear night's stars as he sits on the edge of the loft window, one foot dangling over the side.

INT. CLARK'S LOFT - NIGHT

Martha Kent fights back the urge to yawn as she gingerly makes her way up the loft stairs. It must be cold. She pulls her robe tight around herself.

Stopping at the top of the stairs, she takes a moment to look up at Clark, her son. She seems sad, with many reasons to be, but mostly for him.

MARTHA

Clark, honey, it's three in the morning. Come in the house and get some sleep.

CLARK

I can't sleep.

Martha walks over to him from the stairs. She stands across from him so she can see his face in the moonlight.

MARTHA

The nightmares again?

Clark nods.

MARTHA

Well, honey, you have to try. We'll look again in the morning.

She reaches out to him, placing her hand on his shoulder.

MARTHA

Come on, I'll make you some warm milk.

CLARK

We're not going to find them.

MARTHA

You don't know that.

CLARK

I've looked everywhere, Mom.

He scoffs.

CLARK

And I actually mean everywhere. I guess I'm the only one who can really say that.

MARTHA

Clark, you can't give up hope. Your father, Lana, Gabe Sullivan, Sheriff Adams, they're still out there.

CLARK

I haven't given up, Mom. I'll never give up. I just. I'm tired.

MARTHA

I know, Clark. I know. So am I.

Martha takes a look up at the stars, a tiny piece of her silently hoping to find some relief in their awesome splendor. She finds about as much in them as Clark.

She kisses his forehead and walks back towards the steps.

MARTHA

Try and get some sleep. We'll look again in the morning.

CLARK

Mom.

She stops at the top of the steps, her hand already firmly grasped onto the railing.

MARTHA

Yes, Clark?

CLARK

You don't know.

She looks at him, confused.

MARTHA

Clark?

CLARK

What do you do, Mom. What do you do when you feel like the weight of the world is all on your shoulders?

MARTHA

You find someone who's willing to share some of the load.

Clark struggles with the debate inside his head. He wants to tell her something, if only to relieve himself of the burden of carrying it by himself. Yet, at the same time, something keeps it inside, keeps him from telling her.

She walks back over to him.

MARTHA

Clark, what is it?

CLARK

I don't. I don't want to scare you. but, I don't think I can.

The fight to hold back is almost too much for him to bear. Overwhelmed and afraid, he appears visibly in pain.

MARTHA

Clark, whatever it is, you can tell me.

She takes his hand into hers.

MARTHA

I'm here for you. I'm your mother. Whatever it is, we can work through it together but you have to tell me. Please.

Finally, a look into her maternal eyes frees him. Whether or not a man, he will always be Martha Kent's son. He can be like a child with her, and she can be his mother.

CLARK

Back in the Red Room, after Shuang helped me get free, I knew I had to escape but, when I looked at Kalib. I just got so angry.

He diverts his eyes, ashamed.

CLARK

I wanted to fight. I wanted to hurt him, like he hurt me.

MARTHA

Those feelings are only natural, Clark. That man tortured you. It's normal to want revenge.

CLARK

I didn't hurt him, though. I stopped myself. I all the things Shuang had told me, about how I needed to escape and about how they had ways of stopping me even with my powers.

His body tenses.

CLARK

And then I remembered how he told me how he had traced this great power. I thought he meant me. I was wrong. It was Kalib the whole time.

He looks at her, into her eyes.

CLARK

All the while he was interrogating me, torturing me, he made it seem like he was afraid of me, because I was this alien trying to take over the world. It wasn't true. It was him, Mom.

Martha only now begins to understand where he's going.

CLARK

Just before I escaped, I looked at him. I looked at Kalib. He isn't human.

Martha's eyes widen.

CLARK

The whole time he was torturing me, it was him. Colonel Kalib is an alien. and he's trying to take over the world.

Martha can only hold her son's hand, frozen in the moment of revelation.