EXT. THE TALON – NIGHT

A full moon hangs high above the Talon, several clouded wisps dancing through the immaculate rays shining down. The sign reads: "Gymnasium Fundraiser Talent Show".

INT. THE TALON

Principal Reynolds' smile stretches ear to ear, not in appreciation for the alternative rock band currently riling up the numerous high schoolers crammed into the Talon, but for the impressively high stacks of bills being counted out at the tables by the entranceway.

Towards the back, Chloe and Lana dance to the beat and, as the band finishes playing, join in with the group to give them a grand applause.

LANA

Hey, they were pretty good.

CHLOE

Yeah, but I came for the next group.

An enigmatic emcee, carrying a microphone and clipboard, steps up in front of the stage as the curtain draws closed behind him.

EMCEE

Hey, all right, Smallville High! Let's give it up for "Levvy and the Rods"!

The crowd roars once more.

EMCEE

Hey, I think I speak for everyone when I say this has been one absolutely bangin' night. Now, before we welcome on our final performers, I think we need to give a big shout out to those who helped make all this possible. Let's give a huge Smallville High Crows Caw Caw!!!

The crowd collectively shouts "Caw Caw!"

EMCEE

… to Miss Lana Lang, for letting us use the Talon to host the fundraiser!

Lana shyly smiles and waves to the crowd as they applaud her.

EMCEE

… and to Chloe Sullivan, for all the incredible hard work and time she put in organizing this great event!

Conversely to Lana, Chloe eats up the applause, taking several bows.

EMCEE

… and, finally, to the man of the evening, the guy who puts the "Pal" in Princi-pal…

The crowd collectively boos at the emcee's lame pun, which he jokingly laughs off.

EMCEE

Yes, that's right, let's bring him on up here, Principal Reynolds!

Welcomed to the stage by an unprecedented number of cheers, Principal Reynolds graciously accepts the adoration.

EMCEE

Hey, Principal Reynolds, how are you feelin' tonight?

The emcee throws his hand over Reynold's shoulder and throws the microphone in his face.

PRINCIPAL REYNOLDS

I'd feel a lot better without your arm around me, Mr. Daniels.

EMCEE

Whoa-oa-oa!

The crowd laughs as the emcee jumps away from Reynolds.

EMCEE

Hey, but we all know why we're here, and it's not just to enjoy some awesome food, killer coffee, and great performances. We were all brought here together tonight for a very special cause, to help raise funds for a new gymnasium. Yes, folks, that's all we need at Smallville High, another place to promote a new class of Freshmen stinking up the hallways.

Principal Reynolds even laughs at that.

EMCEE

So, Principal Reynolds, as I'm sure everyone here has been anxiously waiting to know, why don't you let us in on how much we've managed to raise tonight.

PRINCIPAL REYNOLDS

Well, Mr. Daniels, I'm proud to announce that, thanks to all of you here, as well as a healthy donation from Lex Luthor himself, we have managed to raise tonight a grand total of sixteen thousand…

The crowd erupts.

PRINCIPAL REYNOLDS

… four-hundred and thirty-two dollars!

EMCEE

All right Crows! Give yourselves a hand!

Behind the roaring crowd, Lana and Chloe scream their cheers.

EMCEE

That is amazing! You guys are amazing! And speaking of amazing…

Principal Reynolds silently catches the emcee's hint to exit the stage.

EMCEE

It's now time, ladies and germs…

Another collective groan from the crowd…

CROWD JOCK

Lame!

EMCEE

…for the final performance of the night. Now, you've seen them on T.V. You've seen them on the big screen, but tonight and tonight only, Smallville High School, in conjunction with Talon Records, proudly presents to you…

The curtain rolls back as the emcee quickly runs from the stage.

EMCEE

… the Blues Brothers!

Chloe's and Lana's eyes almost fall out of their sockets as the curtain opens. Clark and Pete stand side by side on the stage dressed up in all black suits, hats, and sunglasses. The band from before, having remained on stage, begins to play the first beats of "Soul Man". On the left, Clark stands with his hands locked in front of him, staring straight at the ground. Pete, who will be playing the role of John Belushi, stands next to him, leaning slightly to one side, chewing on a piece of gum.

The band kicks it into gear and so do Clark and Pete into vintage Blue Brothers, dancing, kicking out their feet and flailing their arms wildly into the air.

Pete approaches the microphone and, singing in his own voice…

PETE

Comin' to ya, on a dusty road… Good lovin', I got a truck load… And when you get it, you got something… So don't worry, cause I'm coming…

Clark grabs his microphone and he and Pete break out into the chorus, along with the rest of the crowd.

CLARK and PETE

I'm a soul man!... I'm a soul man!...

Chloe and Lana laugh hysterically to each other as they watch the two boys up on stage.

CHLOE

Oh my gosh, they're awful!

LANA

They're great!

CHLOE

::nods:: I know!

EXT. KENT FARM – NIGHT

A roll of thunder far off in the distance prompts Martha Kent to step out onto the porch. As a breeze blows a few stray hairs across her face, she wraps a knitted scarf tightly around her shoulders to keep from catching chill. She looks up at the cool moon as several clouds threaten to envelop the massive glowing ball.

INT. THE TALON

As Clark and Pete dance up on stage to "Soul Man", Gabe Sullivan manages to wheel himself inside with the help of a friend who holds the door. Enjoying the performance too much to notice, it takes Lana to point him out to Chloe.

LANA

Chloe…

Chloe looks over at her father, waiting behind the crowd, and realizes it's time to leave. Her spirits suddenly sink and her smile fades away.

Up on stage, as the band finishes its grand finale, Pete and Clark try desperately to keep smiling their way through the crowd's incredible ovation, each noticing Gabe Sullivan entering the Talon in search of his daughter. They each take a brief bow before heading backstage.

INT. THE TALON – BACKSTAGE

Removing his hat and sunglasses, Clark throws the hat to the ground, dreading the upcoming farewells.

Suddenly, a pounding, thunderous wave rushes over Clark. Grabbing his head in pain, he drops to one knee and cries out in agony. Pete quickly runs to his friend's aid.

PETE

Clark, what is it?

Clark's super-hearing bests him as wave after wave of deafening pulses and screeches humble the future Man of Steel to the ground.

EXT. NIGHT SKY

Somewhere in the night, a gargoyle-like parademon flaps its massive leather wings, beating like a ravenous heart at the night air. The Metropolis city skyline in the distance, it opens its trap jaw, revealing hideously grotesque fangs within, and screams a high pitched shriek into the wind.

Behind the great flying beast, at least one hundred similar monsters mimic its blood curdling call.

INT. THE TALON – BACKSTAGE

Clark tries to stand, but his super sensitive hearing picks up the sound of the parademons' wings, and shrieks, like a pulse pounding hammer beating down on his skull from all sides. He cries out in agony and only the still cheering crowd prevents anyone else from hearing him.

PETE

Clark! Are you all right?

Clark tries to shake it off, looking up at Pete with a horrified expression on his face.

CLARK

I can hear them.

PETE

Hear who?

CUT TO: In the night sky, the lead parademon growls viciously, his bloodshot eye closing to a slit as if staring malevolently at Clark from even this great distance.

Clark, with some help from Pete, manages to control his hearing long enough to get himself back up on his feet.

CLARK

It's starting.

PETE

What? What's starting? What's going on, Clark? You're not making any sense.

Clark turns quickly and runs for the emergency exit out the back of the Talon. Pete follows him.

EXT. BEHIND THE TALON – NIGHT

In the alleyway behind the Talon, Clark races out the backdoor, immediately turning his attention upwards. Though most of it is now blocked by the impending storm clouds, some moonlight manages to sneak through, only to be dissected by what appears to be a mass of birds flying very high up in the sky. Yet, even Pete, without Clark's heightened visual acuity, can tell these are no birds.

PETE

Holy…

CLARK

They're heading towards Metropolis.

Clark looks back at Pete.

CLARK

I have to go.

Pete looks over his shoulder, back at the Talon, remembering Chloe. He doesn't say anything, though, and he doesn't have too. There is pain behind Clark's eyes, but there is also determination and mission.

PETE

Good luck, man.

CLARK

::nods:: Thank you, Pete.

Clark takes one last look at his friend, turns, and runs…

EXT. THE TALON – NIGHT

Chloe stands outside her car packed full of boxes and suitcases. As she hugs Lana goodbye, she watches as a friend of the family helps her father into the passenger side of a moving truck.

LANA

I'm going to miss you, Chloe.

CHLOE

I'll miss you too.

They are each a mess, but try to keep it from each other by wiping their tears behind each other's back. Finally, they break apart, at which point they each turn to see Pete standing out front of the Talon entrance. He is very still, very sad, and stares matter-of-factly over at Chloe. He doesn't have to say anything. She knows.

CHLOE

He's not coming, is he?

Pete looks to the ground to avoid the question, then, up at the moon. Chloe and Lana each look up as well to see the parademons flying across its glowing façade.