INT. LEXCORP PLANT – LABORATORY

Lex's eyes barely flutter open long enough to see the demon, his gargoyle from the night of the blackout, flying towards him from across the lab, claws outstretched.

BAM!

A metal stool smashes the great beast in the face. Jarred off course, it slams into the wall, just above and to the right of Lex, and falls to the ground. The newly revived Mercy Graves calls out to Lex from atop the nearby table.

MERCY GRAVES

Get up and run!

Lex steals a glance over at the demon, long enough to verify that he's not crazy, before leaping to his feet. He vaults over a desk just as the demon tries to grab him, narrowly missing grabbing his legs, tearing Lex's right pant leg with its claws.

Lionel watches from his perch in horror, reaching out for his periled son.

LIONEL

Lex...

Shull grabs Lionel's shoulder from behind and tugs at him forcefully.

LIEUTENANT SHULL

Luthor!

Lionel tries shaking Shull's hand free from his shoulder.

LIONEL

He's my son!

LIEUTENANT SHULL

We have to get out of here!

Below them, the pool of Kryptonite charged Static Life freezes the table legs and they begin to crack under the weight.

From beneath the pile of rubble created by the collapsed metal staircase, Shull's second bodyguard pushes himself free, hurling an impressive mass of stair off from on top of him. He stands, nostrils flaring, staring down the demon in hot pursuit of Lex. Shull quickly looks back at the bodyguard, though, and commands his attention.

LIEUTENANT SHULL

No! We're leaving!

The bodyguard acknowledges Shull and leaps through the air to the table, a good twenty to thirty foot jump.

LIONEL

No, you have to save my son! We have to save Lex!

They ignore him.

LIEUTENANT SHULL

Take him.

The bodyguard grabs hold of Lionel and effortlessly hurls the man up over his shoulders. Simultaneously, Shull and the bodyguard, leap from the tabletop to what's left of the staircase in front of the door overlooking the laboratory.

LIONEL

Lex!

LIEUTENANT SHULL

Get him out of here!

Lieutenant Shull opens the door and motions his bodyguard through it, dragging Lionel kicking and screaming out of the lab. Shull takes one last look behind him, pulls out a gun, and points it at the demon. He shoots a small dart that sticks into the neck of the creature, which doesn't even flinch, before leaving. Shull shuts the door behind him.

Meanwhile, neither Lex nor Mercy noticed Shull's escape, doing their best to avoid the demon as it overturns lab tables and effortlessly swats away various projectiles its prey can find to hurl at it. Neither did Victor Fries notice their miraculous retreat. Tears streaking down his face, he reaches for his half-frozen, unconscious, wife from atop a table, but she's more than a few feet out of reach.

VICTOR FRIES

Nora, please! Hear me, reach for me! Nora!

Lex hurriedly steps across two desk chairs, then a filing cabinet, then over a desk. Mercy, right behind him, does the same but backwards, swinging a stool in her hand to keep the demon at bay. It growls at her, it's eyes glowing a bright fiery yellow. It pulls its hand back and swats the stool out of her hands, then growls loudly at her. She promptly screams right back at it.

In quite an impressive act of aerobatics, Mercy leaps, back-flipping from a table to a filing cabinet, catching the demon with a kick square to the jaw in the process. It falls off its table and lands on its back on the ground. Mercy stands proud of herself, looking down at the fallen creature.

MERCY GRAVES

Have Mercy, you son of a...

She chokes as the demon picks itself up and, in a rage, slams its fist down on the table she just back-flipped from, chopping it completely in half. From a filing cabinet behind her, Lex swallows hard.

LEX

Not good.

MERCY GRAVES

No, sir.

Not good at all. Mercy turns and tries to follow Lex across another couple of lab tables, but the demon is too quick. It backhands the filing cabinet she's on with its right hand, swiping it out from under her, and slaps her in mid-air with its left, sending her hurtling through the air and slamming against the far wall. She hits the ground with a thud, her eyes rolling back in her head as she slumps down to the ground, unconscious but luckily out of the range of the frozen Static Life pool.

Meanwhile, Lex has retreated as far as he can go, backed into a corner on top of a computer server. The creature approaches him slowly, stalking him like a starving lion after a zebra. Desperately, Lex tries to leap passed it, but the demon plucks him out of the air and slams him up against the wall by the throat. It growls as it slowly chokes the life out of him. Gasping for air, he grabs its wrists trying to pry the demon's clamp like hands from around his neck. After a few long seconds, though, his struggling slows as he begins to lose consciousness.

Behind the great demon, Lex barely catches a glimpse of a burst of light that erupts from just above the pile of rubble created from the fallen staircase. A shadowy figure slowly steps out of the light just as the flow of oxygen is completely cut off from Lex's brain and he loses consciousness.

Clark steps down onto the rubble as the glowing golden ankh disappears behind him, nearly slipping on the uneven surface. His eyes widen as he sees the great demon across the laboratory, choking his now unconscious friend to death.

CLARK Lex!

The demon turns its head around to look at Clark. Losing interest in Lex, it drops him and Lex crumbles to the ground just outside the perimeter of the Static Life pool. Spreading its wings, the demon lets out a monstrous growl before leaping into the air.

Clark throws his hands up, catching the great beast's hands before they come down on his throat. The demon's momentum pushes Clark to the ground as he struggles to keep the creature's claws away from his face. Gritting his teeth, he head butts the creature in the jaw and pushes up, hurling it back and into the air. Spreading its wings, it hovers near the ceiling of the laboratory, planning its next assault.

Meanwhile, Victor seems practically oblivious the events which have transpired, still fixated on his wife. Determined to get to her, he stands up on the table to look for something to grab. On its descent from the ceiling to attack Clark, the demon swats Fries off the table and the poor doctor is thrown clear across the lab, landing in a heap very near Mercy. He's out cold.

Clark gets to his feet and looks around at the glowing green pool of Static Life on the ground. Taking a step down towards it, it begins to glow brighter and he feels the affects of the Kryptonite. Flinching in pain, he quickly retreats back up to the top of the pile of rubble.

Out of nowhere, the demon flies up and lands a brutal combination of punches, a left and right to his face, then swings its arms up, cupping its hands together for an overhead slam on Clark's shoulders. Bending down, throwing up his arm, Clark catches the monster's balled up hands with his left hand and swiftly fires nearly a hundred blows to its stomach, in rapid fire succession, with his right. He then lands an uppercut to the stunned beast's jaw, sending it reeling.

Picking up a piece of fallen railing, which equates to a long metal bar, Clark swings it like a baseball bat as the creature comes around for another assault. He hits it twice in the face, then brings it up and slams it over the top of the demon's head. Much to his surprise, the metal bar shatters over the creature's head, which only seems to aggravate it.

Clark looks at the broken metal bar in his hands and rolls his eyes.

CLARK

Swell.

The demon punches Clark in the chest which sends Clark backward up the pile. The demon follows him up the small hill of rubble, backing Clark up against the wall. It punches him several times in the face before Clark dodges, the creature shoving its hand clear through the stone wall.

Clark lands a quick jab back at the creature then goes for a haymaker, but the demon dodges it. Using Clark's momentum against him, the demon pivots around Clark's extended arm, and slams him on the back of the neck, slamming him to the ground. Clark tries to get up, but gets a swift kick to the gut for his efforts, which sends him hurtling through the air. Landing on top of a desk with a heavy thud, the frozen legs of the desk collapse under the pressure and Clark rolls off it into the pool of Kryptonite enhanced Static Life.

Immediately, Clark cries out in pain as the Static Life pools around him. Trying desperately to move through the pain, Clark tries to crawl out of the pool, but can't, coming up short and falling back into the pool next to the half-frozen Nora Fries.

Clark screams in agony as the Static Life pool surrounds him, but as he lays his hand in the pool something odd begins to happen. The pool of liquid begins absorbing into his hand, through his skin.

Clark gets to his knees as the pool continues to absorb through his clothes and in through his skin. The veins in his face and hands pulse a light green and his skin turns a cold shade of blue. He falls over onto Nora, laying his hands on her. All at once, the Static Life on and inside of her is absorbed through his hands. Her complexion changes back to its normal shade of pink, though she remains unconscious.

Finally, the entire pool of Static Life absorbs into Clark's body, as if his skin was acting like some sort of sponge. He lets out one final scream before collapsing. Shivering, lying in a heap on the floor, Clark gasps for air. With each exhale, a wisp of frozen air escapes through his icy lips.

The demon all at once leaps next to him and pulls him up, picking Clark up off the ground. The weary Clark coughs as it holds him in mid-air, growling ferociously. A breath of frozen air from Clark's mouth hits the creature's skin, freezing it slightly. Slowly regaining his senses, Clark notices this and lets out a slightly more powerful breath on the creature's arm. The demon cries out in pain and drops him, its arm almost completely frozen by Clark's breath. It backs away, grabbing at its arm.

Clark lands on his knees, but quickly gets to his feet. Blowing a breath of air, he notices the frozen fog coming from his mouth and as the demon shakes off its pain and storms towards him for another attack, he stares at it with a newfound determination and power.

CLARK Freeze...

Clark purses his lips together and blows a torrential wave of frozen air at the creature, enveloping it in a mighty gust of frozen wind. Using every last bit of air in his lungs, Clark stops blowing at the creature and, once the fog settles, the monstrous demon stands before him in a solid block of jagged ice.

Clark approaches it carefully and examines the beast through the ice. After a thorough investigation, he looks it right in the eye, rears his fist back, and punches the ice, shattering the block, and the creature inside, into a trillion pieces.

Clark turns his attention to his friend.

CLARK Lex...

Clark quickly walks over to check on his friend, but as he approaches he begins to feel the affects of Kryptonite. He stops and backs away. Utilizing his X-Ray vision, Clark peers through Lex's suit jacket, finding the piece of Kryptonite in Lex's pocket that Lionel handed him earlier. Clark doesn't know what to make of it.

In the corner, Mercy shakes her head, slowly beginning to regain consciousness. Realizing the time it's time for a discreet exit is long passed due, Clark searches for a means of escape. Noticing the door above the fallen staircase, Clark leaps into the air, just as Shull and his bodyguard did before, and exits the lab.

Mercy shakes the cobwebs free from her head, briefly checking on Victor Fries as he too wakens.

MERCY GRAVES Hey...

VICTOR FRIES

Nora!

He quickly shrugs her off, immediately heading over to check on Nora. Mercy ignores him and makes her way over to Lex.

Victor makes it to Nora first, and bends down next to her. He puts his hand to her face, surprised to find her no longer frozen and the pool of Static Life completely gone.

Her eyes slowly flutter open.

NORA FRIES

Victor...

VICTOR FRIES

You're all right... Nora, my Nora, you're all right.

He holds her head to his chest and cries tears of relief.

NORA FRIES Victor, I love you...

She looks up at him, making sure to look him in the eyes.

NORA FRIES

... but that's the last time I let you put me into one of those things.

She smiles. He laughs and they hold each other.

Mercy doesn't bother with the gentle approach. She slaps Lex a couple of times to revive him.

MERCY GRAVES Lex, wake up.

Lex's eyes open and he coughs the air back into his lungs. Mercy gives him her hand and she helps him to his feet. The two of them quickly survey the lab. They are confused by what they find, or more importantly by what they don't find, and rightfully so.

MERCY GRAVES

What the hell happened?

Lex looks around. He thinks back to the brief glimpse he caught of Clark coming through the ankh.

LEX

I'm not sure.