Superman Lives Script

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			SUPERMAN LIVES



			 Written by



			 Kevin Smith

      	









WARNER BROS.				     March 27, 1997

4000 Warner Boulevard 			      1997

Burbank, California 91522		     WARNER BROS.

					     All rights reserved.





------------------------------------------------------------------





EXT. SPACE



An Alien craft floats through the void, approaching a slow-moving

ASTEROID.



INT. ALIEN CRAFT



Two humanoid ALIENS dressed in uniforms pilot their craft nearer

to the asteroid.



			ALIEN #1

	Receiving a signal from an alien system,

	but there's interference on the channels.



			ALIEN #2

	Once we get past this asteroid, it should

	clear up.



Suddenly, THROUGH the windshield, we see tentacles shoot out of

the asteroid.



EXT. SPACE



The tentacles wrap themselves around the craft, and electrical

energy courses between the pair. The "Asteroid" reveals itself to

be the BRAINIAC SKULL SHIP - a tentacled craft that looks like it

sounds. A set of "jaws" protrude and puncture the hull of the

small craft. It glows white hot with power.



INT. SKULL SHIP - OPERATING THEATRE



We see a surgical table, its contents obscured by the shadows,

save for the back of a malformed head. Computer banks and monitors

are everywhere. A small ROBOT works beside the table - implanting

a cable into the back of the malformed head. It throws a switch.

Raw energy blows through the cable, causing the "patient" to

convulse and writhe, screaming.



CLOSEUP - METALLIC SHAFT

as it begins to reconfigure, taking the shape of an arm. We see

the same happen to other parts of his "body" -- hands, legs,

facial features.



EXT. SPACE



The craft the Skull Ship holds then goes dark, the energy being

sucked from it having run dry.



INT. SKULL SHIP - OPERATING THEATRE



The "patient" stops convulsing, as the cable attached to its head

ceases to glow.



			BRAINIAC

	That was all the energy the craft

	yielded?



			L-RON

	The craft was a short-ranger, my Lord.

	I'm surprised that can had enough juice

	to give you this much form. We pulled 1.9

	trigs out of it. There's nothing more to

	get.



			BRAINIAC

		(rising)

	An inaccurate assessment.



INT. SMALL CRAFT



The frightened Aliens try to re-start their craft.



			ALIEN #1

		(off computer)

	Motion detectors are picking up something

	breaching the hull!



The DOORS melt. BRAINIAC enters: humanoid in appearance, green-

skinned, black-eyed, red-lipped. Metallic, and bald. A series of

metal relays criss-cross his forehead -- three solid circles,

intersected by straight lines.



The aliens reach for LASER-GATLINGS and FIRE, but they cause no

damage. Brainiac instead grabs the weapons, jamming them into his

body -- consuming the lasers into his form, energizing. He drops

the guns, and his hands morph into tendrils, which plunge into the

chests of the terrified Aliens. He absorbs their life forces,

making them husks -- at which point they explode, covering the

cabin in goo. Brainiac inhales deeply, charged.



EXT. SPACE



The tentacles of the Skull Ship unravel from the wrecked craft.

The Skull Ship powers up and thrusts into the void.



INT. SKULL SHIP BRIDGE



Brainiac watches space part before him on the View Screen. L-Ron

joins him, holding a containment unit.



			BRAINIAC

	The cosmic irony, L-Ron -- I who have

	destroyed a world am now forced to

	subsist like a parasite. Once, infinite

	power was my manifest. Now look at the

	pride of Colu -- feeble attempts to

	maintain even this meager anthropomorphic

	form!



			L-RON

	At least you have what passes for legs.



Brainiac gives L-Ron a withering look.



			BRAINIAC

	What did your search of the craft yield?



L-Ron holds up the containment jar, inside which scurries a multi-

legged fist-sized creature.



			BRAINIAC

		(glances at it)

	Thanagarian Snare Beast. Infancy stage.

	Illegal in sixteen systems due to the

	advanced nature of their growth patterns

	outside of their own atmosphere.

		(beat)

	Add it to the menagerie.



Then, a BEACON sounds. On the main screen, scrambled letters and

numbers appear, forming the distorted image of Lex Luthor --

commanding, corporate, suave, bald... And ominous.



			LEX (V.O)

	Greetings. This message -- transmitted in

	over one hundred languages -- comes to

	you from Earth.



Brainiac regards the message curiously.



			LEX (V.O.)

	I am Lex Luthor, owner and C.E.O. of

	LexCorp -- a vast and powerful

	conglomerate that dominates trade on this

	planet. To whatever life form that may

	receive this, I extend an invitation to

	our world. Non-hostile and eager to

	establish contact with extraterrestrial

	races, Earth welcomes a visit from

	whomever receives this greeting. I myself

	call upon you to make contact, so that we

	may establish relations, open trade

	routes...



Brainiac turns away, disinterested. Then, the "friendly" greeting

onscreen turns darker.



			LEX (V.O.)

	... and discuss any information you might

	have regarding a visitor to this planet

	of Kryptonian descent.



Brainiac snaps to attention, shocked recognition crossing his

face.



			BRAINIAC

	My days of scavenging are over, L-Ron.

	Lock onto this transmission and follow it

	to this Earth his speaks of.



			L-RON

	What for?



			BRAINIAC

	Jor-El's most accomplished creation,

	L-Ron -- the Eradicator still exists!



Brainiac's eyes glow with intrigue. L-Ron shrugs and begins

entering coordinates. Lex's message continues onscreen.



			LEX (V.O.)

	From one superior intellect to another --

	whomever or whatever you may be -- I

	implore you to come to Earth, so that we

	might discuss the problem we call...



INT. TELEVISION STUDIO



A CLOSEUP of a stiff-looking TELE-JOURNALIST fills the screen.



			HOST

	Superman -- friend to Earth, or hindrance?

	Tonight we take a closer look at the Man

	of Steel.



We're in a television studio. While the "Nightline"-like opening

logos play, cameras whirl and reposition. Then:



			HOST

	Does the existence of a seemingly

	god-like vigilante impact the world

	positively or negatively? Examining this

	with us tonight is LexCorp C.E.O. and

	Metropolis' second most well-known figure,

	Lex Luthor.



Seated across from the host, LEX LUTHOR winces at the

introduction. Looking far more congenial than he did in his clip

aboard the Skull Ship, Lex is in public persona.



			HOST

	Mister Luthor -- you've been the most

	vocal proponent of the Wertham Act -- the

	bill that seeks to outlaw costumed

	vigilantes in the greater Metropolitan

	area. Given that Superman is the sole

	individual who could fall under this

	criteria, the question begs asking -- why

	so much distrust of 'the man of tomorrow'?



			LEX

	I'm no enemy of Superman, Ted -- quite

	the contrary. I find his flair for

	fashion and whimsical abilities very...

	David Copperfield. Such a crowd-pleasing

	showman who makes Metropolis his home is

	a boon for the tourist trade. But I do

	question the good that Superman represents

	for the human race -- beyond entertainment

	value.



			HOST

	Such as?



			LEX

	Well -- aiding the planet at every turn

	against war, famine, natural disaster,

	for starters. It represents a complete

	freeze on the evolutionary process. And

	what of his more immediate effects on our

	society? Having Superman make his home in

	Metropolis is a veritable call-to-arms

	for any psychotic with dreams of world

	domination. The Wertham Act would be a

	deterrent to those who might consider

	jumping into a pair of tights and

	challenging the Man of Steel to a battle

	royale right here on the streets of our

	fair city.



			HOST

	An interesting position, Mister Luthor --

	but one that I'm sure your opposition

	will refute. We welcome city beat

	reporter for the Daily Planet, Lois Lane.



LOIS sits beside Lex -- beautiful yet poised... even though she

looks thoroughly pissed.



			LOIS

	This proposed act, which even Metropolis'

	own Governor Bree opposes, is nothing

	more than Lex's one-man crusade against

	Superman. Outlawing the Man of Steel,

	would be like removing the soul of this

	city. I mean, can anyone even remember

	what Metropolis was like before Superman

	arrived?



			LEX

	As I recall, there were less red, white

	and yellow souvenir stands. Miss Lane --

	have you ever been able to look past your

	blind allegiance to this off-worlder to

	think that maybe he employs criminals to

	improve his P.R.? For all we know,

	they're on his books.



			LOIS

	In Salem, it was a witch-hunt, in

	Hollywood, it was the 'Red Scare'...

	Leave it to your fertile imagination to

	come up with 'Cape-Gate.'



			LEX

	The vehement defense you put up for him,

	I'd say the only thing fertile around

	here is someone's hopes of carrying a

	super-brat one day.



			LOIS

	That's it...



Lois jumps Lex, who tumbles back in his chair. She begins laying

into him, as the Host LEANS INTO the FRAME, addressing the TV

"audience."



			HOST

	We'll be right back.



Fade to a commercial -- in an open field, a WOMAN spins a small

boy in her arms:



			V.O.

	Family -- it's the bottom line behind

	every decision she makes. Yours, or hers.

	In November, vote with your heart.



The chyron at the bottom of the screen reads 'Paid for by the

Committee to Re-Elect Governor Bree', as the visual locks on the

small BOY in her arms.



				CUT TO:



EXT. HOB'S BAY STREET - DAY



The same small Boy, exits a BISTRO, holding the hand of this

mother, GOVERNOR CAITLIN BREE. They are flanked by SECRET SERVICE

MEN. PAPARAZZI and TELEJOURNALISTS (including Cat Grant) converge

on them, snapping photos.



			CAT

	Madam Governor -- how was the meal?



			GOVERNOR

	Excellent. This Bistro represents the

	first major step in the revitalization of

	Metropolis' historic Hob's Bay.



			CAT

	Do you think the redevelopment project

	can change the public's perception of this

	area as 'Suicide Slum'?



			GOVERNOR

	If the meal was any indication, I'd say

	absolutely.



			CAT

		(to the boy)

	How about it, Brodie -- what'd you think

	of the Bistro's food?



			BOY

	It was the bestest p'sghetti I had in my

	whole life!



The Journos laugh. The Governor kisses her son's head and hugs

him, then turns back to the cameras.



			GOVERNOR

	I want Metropolitans to know that there

	is no danger in Hob's Bay.



Suddenly, across the street, the side of the building EXPLODES,

raining debris on the crowd. The Governor covers her son.



Five crudely-masked THUGS pour from the hole in the building,

opening fire, sending people running.



Then, from the still-smoking blast-hole, DEADSHOT emerges. Clad

completely in silver and red, featureless (save for the glowing

red gun sight covering his right eye).



The Secret Service Men covering the Governor draw their guns.

Deadshot takes aim with his WRIST-REVOLVERS and shoots the pieces

from their hands. The thugs clear a path for their leader.



The Governor looks up to see Deadshot standing over her.



			GOVERNOR

	This city will not bow down to terrorism

	of any kind!



			DEADSHOT

	Maybe not...



He drops the Governor and grabs the boy by his collar.



			DEADSHOT

	...but I'm sure you will. Won't you...

	mom?



Deadshot holds his wrist-revolver to the scared Boy's head. A

crimson laugh echoes out from behind his mask.



EXT. DAILY PLANET BUILDING ROOFTOP - DAY



We still hear Deadshot's laugh, but from someone else's

perspective - a super-hearing perspective. A very familiar pair of

BOOTS steps to the edge of the building, then steps off

disappearing in a flash of red.



EXT. HOB'S BAY STREET - DAY



A SONIC BOOM fills the air. Deadshot looks to THUG #1.



			DEADSHOT

	Tell me that was your stomach.



High above, a streak of RED descends at a rapid rate, rocketing

into the pavement, leaving a hole in the ground.



			DEADSHOT

	Oh, shit...



The street beneath their feet explodes, and the same red streak

flashes past Deadshot, taking with it the Boy in the blink of an

eye. All immediately mobilize.



			DEADSHOT

	GRAB THE BROAD AND LET'S GET OUT OF

	HERE!!!



The thugs grab the Governor as a VAN screeches up.



EXT. TOP OF BUILDING - DAY



The Boy is set down lightly on the roof. He opens his eyes, which

then go wide. Before him stands SUPERMAN (um... 90's style),

licking his hand.



			SUPERMAN

	Mmmm -- Spaghetti.

		(hand on the boy)

	You okay?



			BOY

	Can we do that again?!



			SUPERMAN

	First I gotta beat up the bad guys.



			BOY

	My mom thinks you're cute.



			SUPERMAN

	That's why I voted for her.



Superman winks and leaps into the air, disappearing.



INT. VAN - DAY



The Governor under Deadshot's gun, Thug #1 revs the engine.

Suddenly, through the windshield, Superman explodes up through the

hood of the Van, adorned in engine parts.



			DEADSHOT

	GET OUT THERE AND VENTILATE HIM!!!



EXT. HOB'S BAY STREET - DAY



Superman pulls himself from the Van, and hurls the engine at two

of the Thugs. The remaining three open fire. The bullets bounce

from Superman's chest.



EXT. SPACE - SOMEWHERE OVER EARTH



The Skull Ship slinks into our atmosphere.



INT. SKULL SHIP



On the view screen, Brainiac and L-Ron watch Superman fight the

masked thugs.



			L-RON

	Ugh. Do they all dress like that on this

	planet?



			BRAINIAC

	That symbol on his chest. It's a seal of

	scientific office. From...

		(gets it)

	Krypton! It's the Kryptonian!



			L-RON

	It can't be him. Kryptonians were never

	known to manifest above-average strength

	or invulnerability.



			BRAINIAC

	Perhaps he derives his power from the

	Eradicator...



			L-RON

	I don't know -- he's not wearing any

	technology.



			BRAINIAC

	Get us to this Lex Luthor of Earth... now!



				CUT TO:



EXT. HOB'S BAY STREET - DAY



As bullets bounce off Superman's chest, the Man of Steel's eyes

glow red. Two HEAT BEAMS seer into the machine gun in the hands of

one of the Thugs. The gun glows red, and the Thug drops it.

Superman repeats this with the remaining four thugs, until they're

all disarmed, waving their hands in the air to cool them, looking

as if they're waving goodbye. Superman waves goodbye back at them.

Then we hear...



			OC DEADSHOT

	Hey - boy scout!



DEADSHOT'S POV THROUGH GUNSIGHT



Superman turns, his face falling into the crosshairs.



Deadshot, holding the Governor, FIRES a single kill SHOT.



Superman's head jerks backwards and pauses momentarily. When he

brings his dead forward, we see the bullet is caught in his teeth.

He rocket-spits the bullet out...



...which hits Deadshot's wrist-revolver, throwing the villain's

arm back, away from the Governor. In a flash of red, Superman is

in front of Deadshot, shaking his head.



			SUPERMAN

	Look at your outfit. What is this --

	Gotham?



He grabs Deadshot's wrist-revolver, and then finger-flicks the

villain in the head, knocking him out.



People emerge from the Bistro, cheering as the terrorists are

collected by the Authorities.



Superman dusts the Governor off and nods at her.



			SUPERMAN

	Madam Governor...



He disappears in a flash and a gust of wind, then reappears

holding the Boy.



			SUPERMAN

	... your most important constituent.



The Governor hugs first her son, then Superman.



			GOVERNOR

	Thank you, Superman.



Superman blushes slightly, rub's the Boy's head, and walks away.

He glances down at Deadshot's wrist-revolver.



SUPERMAN'S X-RAY VISION POV



We see first the weapon, then through the weapon and into the

components that make it tick. ZOOM IN ON a set of microscopic

serial numbers, etched into a tiny chip.



BACK TO SCENE



Superman shakes his head and sighs.



			SUPERMAN

	What a shock. Luthor.



The wrist-revolver EXPLODES in his hands. He drops it to the

ground, where it continues to burn.



EXT. GBS BUILDING - NIGHT



Lex exits the building, flanked by MISTY, his gorgeous but lethal

bodyguard. He holds a small icepack to his cheek.



			LEX

	I can't believe the bitch tagged me. What

	do I pay you for?



Then JIMMY OLSEN shows up, out of breath. He looks at LEX,

panting, then nods to Luthor's shiner.



			JIMMY

	Superman?



Lex seethes, as Lois emerges from the building.



			LOIS

	It was the Joker, Jimmy. He was mad that

	Luthor stole his act.



			LEX

	I thought journalists were supposed to be

	impartial.



			LOIS

	I thought humanitarians were supposed to

	be human.

		(takes out pen and pad)

	Care to comment?



			LEX

	Pithy to the last.



Lex hurries to his limo.



			LOIS

		(to Jimmy)

	Pithy. Who uses that word anymore?



			JIMMY

	Chief wants you back at the Planet, Miss

	Lane. something big just broke out in

	Hob's Bay!



			LOIS

	Superman?



			JIMMY

	There and gone.



They climb into the taxi that pulls up.



INT. LEX'S LIMO - NIGHT



Lex puffs on a cigar. Sipping brandy from a snifter, he clicks on

the TV news, which shows SUPERMAN at Hob's Bay. Lex goes white hot

and wide-eyed with rage.



Up front, Misty rolls her eyes.



EXT. LEXCORP BUILDING - NIGHT



Lex exits his limo and marches bitterly toward the LexCorp

building followed by Misty.



			LEX

	Six months of planning, and all for

	nothing! With Governor Bree in line, I

	could've taken back control of this city

	from that... that... alien!



INT. ELEVATOR - NIGHT



Metropolis shrinking behind him, Lex watches the digital numbers

rise, seething. Then, the elevator stops abruptly. Misty catches

Lex, setting him upright again.



Suddenly, the hatch at the top of the elevator is ripped off. A

blue-clad arm reached in, pulling Lex out.



INT. ELEVATOR SHAFT



Superman holds Lex in his grip.



			SUPERMAN

	Fifth floor - hair care products.



			LEX

	One of these days, they're going to pass

	the Wertham Act, and then one of these

	nights, I'll be able to blast your

	pajama-clad ass out of the sky... legally!



			SUPERMAN

	Speaking of acts of violence -- did you

	hear the one about Hob's Bay? See, this

	guy wants to get his anti Superman bill

	passed. So he hires a few masked goons to

	threaten the Governor to speed the bill

	along.



Lex yawns slightly, as if bored.



			SUPERMAN

	But here's the punchline -- he's got such

	a big ego, he demands that a serial

	number from his company show up somewhere

	on the hardware he provided his hired

	mercenaries, thus implicating him in a

	federal offense. Isn't that a gut-buster?



Lex arches his eyebrows slightly. Then, a pissed Superman yanks

Luthor to him, bringing them face-to-face.



			SUPERMAN

	I'm putting you behind bars!



			LEX

	No... proof... loaded... hardware with...

	self-destructs... triggered by the...

	radiation waves of your... x-ray vision!



Superman glares at Lex, knowing he's right.



			SUPERMAN

	Then maybe I should save the courts of

	Metropolis the time -- make myself the

	judge, jury...



Superman hooks his foot under a bar on the elevator and starts

'towing' the car up the shaft at an alarmingly fast rate.



			SUPERMAN

	... and especially executioner.



Luthor looks up.



LUTHOR'S POV - The fast-approaching top of the shaft -- jagged and

deadly. If his head so much as touches it, he's a dead man.



Lex panics, as the top of the shaft gets closer. Superman

nonchalantly checks the nails on his free hand.



The ceiling gets closer. Lex jams his eyes shut. Then, Superman

stops, thus stopping the car as well. Luthor's head is a half-inch

from a nasty spike. He opens his eyes slowly, looking from the

spike to Superman.



			SUPERMAN

	You're hardly worth the effort.



He drops Lex, and disappears in a burst of red.



EXT. SPACE



The Skull Ship slips into Earth's orbit, menacingly.



EXT. DAILY PLANET BUILDING - NIGHT



The globe spins atop Metropolis's once-largest skyscraper (Lex

built his bigger). All the windows ark dark... except one. And

THROUGH it, we see Lois.



INT. DAILY PLANET CITY ROOM - NIGHT



Lois -- alone at her desk -- types on her laptop. In the midst of

the tapping her fingers create against the keys, ANOTHER PITCH OF

TAPPING joins in. Lois spins around to see Superman floating

outside the window.



Lois trips over a desk or two rushing to the window.



			LOIS

	Superman!



			SUPERMAN

	'Evening, Miss Lane. Late night?



			LOIS

	I'm just... filing my piece on Hob's Bay.

	Nice bit of work there.



Superman flies in, setting down beside a desk. The nameplate on

the desk says "CLARK KENT."



			SUPERMAN

	Mister Kent's desk?



			LOIS

	This is Mister Kent's fastidiously

	immaculate work station -- I call it

	Smallville Central.



			SUPERMAN

	He's not around tonight?



			LOIS

	Thankfully, no. If I had to withstand

	Clark Kent day and night, I'd be at my

	therapist's twice a week as opposed to

	one.



			SUPERMAN

	Doesn't take super senses to detect a

	little friction there. Not a fan of

	Mister Kent, Miss Lane?



			LOIS

	Clark's Clark, you know. He's great and

	all, don't get me wrong. But he is kind

	of a... Dudley Do-right. It's hard for me

	to relate to a man like that.



			SUPERMAN

	And why's that?



Lois looks him dead in the eyes. The costumed Adonis gives it back

as good as she's giving. Lois slams down the lid of her laptop and

stands up.



			LOIS

	Well, Superman, I'm not into all that

	Kansas Boy Scout babble. I'm the kind of

	woman...

		(moves closer)

	... who like a man...

		(brings her lips to his)

	... in tights.



And Lois plants one on Superman -- long and passionate. Superman

breaks the kiss and steps back.



			SUPERMAN

	Miss Lane... I have something to tell you.



He pulls Clark's glasses from his cape and slips them on.



			SUPERMAN

	I'm really Clark Kent.



Lois goes wide-eyed and faints. Superman rushes forward and

catches her. Then she opens her eyes and shakes her head.



			LOIS

	Really, Clark -- must we go through this

	every night?



They kiss. He brings her back to her feet.



			LOIS

	Nice job with the bad guys, babe. I was

	proud of you.



			SUPERMAN

	'Smallville Central.' Who calls it that?



			LOIS

	Try everybody, Clark. Even Jimmy.



			SUPERMAN

		(shakes his head)

	And I loaned that kid twenty bucks last

	week. Ungrateful slacker.

		(beat)

	How about dinner?



			LOIS

	Not Burger King again. Let's just eat at

	my place.



			SUPERMAN

	Why, Miss Lane, you underestimate me. I

	was thinking a more... monumental

	dinner...



INT. LEX'S OFFICE - NIGHT



The nerve center of Lex Corp. A bank of monitors with a vast array

of channels adorns one wall, over which hangs an alarmingly

increasing digital readout titled 'ACRES OF LEXCORP-CLEARED RAIN

FOREST'. In the center of the room, a monolithic desk, backlit by

a large picture window.



Misty sits on the couch, reading a magazine. Lex enters, fuming,

covered in grease. He puts up his hand.



			LEX

	Don't ask! Just draw me a bath.



Misty heads off for the huge, sunken marble tub at the far end of

the office and runs the water, while Lex crosses to his desk. He

passes the bank of TV's, all of which detail SUPERMAN'S HOB'S BAY

ENDEAVOR. He pours himself a drink and sits, not noticing L-Ron

resting atop the desk.



			L-RON

	Greetings --



Lex goes wide-eyed at the robot and leaps from his chair.



			LEX

	BOMB!!!



Grabbing the robot, Lex charges by Misty and hurls L-Ron into the

tub. He dives onto the floor, hands over his head, awaiting the

blast. After a beat, he looks up.



L-Ron slowly rises from the tub. It discharges water from its

circuits and SPUTTERS.



			L-RON

	Go with entrance 'B.'



Then, the PICTURE WINDOW EXPLODES. Brainiac glides in, god-like,

much to Luthor's shock. Misty leaps in front of her boss/lover as

the ALARMS sound.



			BRAINIAC

	Lex Luthor of Earth, I am Brainiac!



A pair of LexCorp SOLDIERS burst through the doors.



			LEX

	Kill it!!!



The soldiers open FIRE at Brainiac. He absorbs the bullets. Then,

pulls his energy-suck maneuver (from the first scene). Lex and

Misty stare, wide-eyed.



			BRAINIAC

	I come to discuss the Kryptonian you

	mentioned in your homing message.



			LEX

		(beat; to Misty)

	Clean up what's left of those guys.



Misty nods, backing away. Lex and Brainiac eye each other

cautiously until Lex motions toward his desk. Brainiac follows,

but stops short at Lex's impressive computer setup. He seems

astonished.



			BRAINIAC

	This technology...



Brainiac sharply raises his hand between he and Lex. Lex startles

a bit as Brainiac's hand then reconfigures into something that he

inserts into the computer. Downloading sounds are heard, as

Brainiac cocks his head, as if sampling wine.



			LEX

	LexTech Prime. My computers division

	builds these things.

		(touches computer)

	It's the most cutting-edge, the most

	sophisticated, the most...



			BRAINIAC

	Primitive. Ancient.



Brainiac extracts his appendage, which reconfigures anew.



			LEX

		(beat)

	Yes, well -- you obviously know whereof

	you speak.



			BRAINIAC

	This Kryptonian you mentioned -- I know of

	him as well.



			LEX

	Unit nine -- full display.



The images on the monitors align into one single visual of

Superman in action, from earlier that day.



			LEX

	He's my mortal enemy, the object of my

	ire, the...

		(change of tone)

	You're not a... friend... of his, by any

	chance... Are you?



			BRAINIAC

	Where I come from, we destroy that which

	impedes our progress. Why have you not

	done the same?



			LEX

	Kill Superman? Look, I've had everyone

	who was ever a thorn in my side done away

	with. From my third-grade teacher to my

	third wife, nothing eases friction like...

		(mimes a gun to the head)

	Pow -- you know what I'm saying? Superman

	would've been dead as white weddings if

	it weren't for the fact that he's from

	Krypton -- whatever the hell that is --

	which means he can't be killed.



			BRAINIAC

	I watched Krypton die screaming, Lex

	Luthor. Invulnerable is something its

	inhabitants weren't.

		(beat)

	He is aided by technology of some sort --

	a machine?



			LEX

	Far as we can tell, Pinocchio has no

	strings.



			BRAINIAC

		(thinking aloud)

	Then it's his chemistry -- it must be

	affected by this planet. Radioactive

	shards of our destroyed home world would

	be toxic to his system.



			LEX

	Kryptonite.



Brainiac whirls back.



			LEX

	I've spent the last two years and

	millions of LexCorp dollars trying to

	synthesize the stuff. You know what it

	yielded?



Lex reaches into a drawer and pulls out a pottery shell, covered

in mossy grass.



			LEX

	The 'Chia Pet.'



Lex places it on his desk, beside a model of a SPACE STATION WITH

LARGE MIRROR PANELS. Brainiac analyzes the model curiously.



			LEX

	One of LexCorp's long-range goals -- a

	solar conductor. One of these days, this

	puppy's going to make me a multi-

	billionaire -- going to draw energy

	directly from the sun's surface and sell

	it to the masses.



Brainiac presses something on the model and huge gun turrets pop

out, with accompanying cannons. Lex smiles.



			LEX

	That's the long, long-range goal -- a

	massive solar-powered cannon.



As Lex speaks, Brainiac's attention is drawn from the model, to

the footage of Superman in action, then back to the model. A plan

begins formulating.



			LEX

	We're thinking concentrated sunbeams might fry a hole

through the man of steel. It's a stretch -- but a guy's gotta have

a dream.



			BRAINIAC

		(quickly turns)

	Blasting him with a solar beam will only

	enhance his power. This world is fueled

	by the light of a yellow sun, is it not?



			LEX

	Last time I checked. Why?



			BRAINIAC

	Krypton, too, was fueled by a sun -- a

	red sun.

		(thinks)

	The actual construct of this -- is it

	operational?



			LEX

	Maybe in twenty years. But for what it's

	worth, it's up there already.



			BRAINIAC

	Surrender it top me. I'll augment it with

	my own technology. Provide me with this,

	and you will not only have your solar

	conductor twenty years ahead of schedule,

	but this Super-man will be...

		(mimes gun to head)

	Pow -- as you say.



			LEX

		(catches on)

	All the capital, material, and

	technologies of my company are at your

	service... if you can kill Superman. You

	accomplish that, and to this planet's

	inhabitants, I'll make you a god.



EXT. LEXTECH DYNAMICS - NIGHT



A RADAR DISH reconfigures, as we hear...



			SHUSTER (V.O.)

	Mister Luthor -- you can't do this!



INT. LEXTECH DYNAMICS CONTROL ROOM - NIGHT



A scientist, SHUSTER, argues vehemently with Lex, as Misty

oversees a TECHNICIAN.



			LEX

	Who pays the bills here, Shuster? I want

	the solar conductor reconfigured to these

	coordinates.



			SHUSTER

	But it's not durable enough to travel

	this far out of Earth's orbit!



Lex nods to Misty, who puts the kibosh on Shuster, dropping him to

the floor. Lex glares at the Technician, who feverishly works on

his computer.



			MISTY

	I would never presume to tell you your

	business, but it seems you're trading one

	alien for another.



			LEX

	Never trust anyone with the stones to

	call himself Brainiac. I equipped that

	rocket we gave him with a diagnostics

	scanner that'll get me a complete

	breakdown of what makes him and his

	technology tick. And when we have that,

	LexCorp will be the most powerful

	corporation in the world.



			MISTY

	Because Superman will be gone?



			LEX

	Because I'll have harnessed the

	capabilities of an artificial

	intelligence so advanced, it can hold a

	conversation with people... not to

	mention the computers that make up the

	defense systems of every NATO nation on

	Earth.



			MISTY

	An extortion racket?



			LEX

	The extortion racket, my dear.



EXT. SPACE



The SOLAR CONDUCTOR (a huge version of the model) powers up. It

rockets deeper into the stars. We pan down from those stars to

see...



EXT. MOUNT RUSHMORE - NIGHT



A nice VIEW of the Presidentially-sculpted mountain. On top of

Washington's head, we see a small fire burning.



EXT. MOUNT RUSHMORE - ATOP WASHINGTON'S HEAD - NIGHT



Clark and Lois sit on a blanket, looking out over the vista. There

is a campfire going, and the remnants of their dinner lay strewn

about the open picnic basket. Lois sips wine from a glass. Clark

drinks orange juice.



			LOIS

	Monumental. You're such a goof.



			CLARK

	Thank Pa for that. He was the punster of

	the family. Ma's the one who taught me to

	cook, though.



			LOIS

	Ma also teach you how to reheat chicken

	with your eyes?



			CLARK

	Some things a boy has to learn on his own.



			LOIS

		(beat)

	Did it ever bother you -- being the

	'adopted' child? Never knowing your real

	parents?



			CLARK

	If I ever did, it was only because I

	couldn't help but feel my destiny

	might've been stolen from me.



			LOIS

	How so?



			CLARK

	I'd start wondering what I was supposed

	to do in life -- what would I be like if

	Krypton hadn't... you know? Who were my

	parents? Would I have ever left the

	planet? Would I have ever come to Earth?

		(beat)

	Would I have ever met you?



			LOIS

	No. But you'd probably still read me.

	You'd say to yourself "If I could only be

	half the writer this Lois Lane of the

	planet Earth is!"



			CLARK

		(chuckles; then)

	I know it sounds silly -- where do I get

	off complaining? Me -- the guy who's

	faster than a speeding bullet, more

	powerful than a locomotive... what's the

	last one?



			LOIS

	Something about tall buildings.



			CLARK

	Right. But all that aside, I'm just a

	person, you know? I have what-ifs like

	everyone else. What if I'd grown up under

	a red sun, and never had these powers?



			LOIS

		(smiles)

	Who would save me, again and again and

	again?



			CLARK

	Somehow I doubt you'd have any trouble

	getting along without me.



			LOIS

	Trouble? No. Fun? Yes.



They kiss deeply, as we cut to...



INT. SKULL SHIP



Brainiac and L-Ron watch the solar conductor on their view screen.



			BRAINIAC

	Launch the hybrid technology.



L-Ron presses a button on the control panel.



INT. ROCKET CARGO HOLD



Technology extremely alien in appearance fills the cargo hold. It

begins vibrated, then explodes, "growing" out of the smoke. It

spreads throughout the cargo hold and...



EXT. SPACE



...out through the rocket's seams. It consumes the rocket from

within, covering it in bio-metallic tendrils.



In the midst of the Solar Conductor, an Earth made rocket labelled

LexTech 37 grows white hot with energy. Then, lasers burst out of

it from all sides, striking and bouncing off the mirrors of the

solar conductor, creating a 'net' across the miles-wide diameter.

The 'net' begins to slowly prevent sunlight from passing through.

The light that shone on Earth now fades slightly, as Brainiac's

SHADOWCASTER goes to work.



EXT. MOUNT RUSHMORE - NIGHT



Packing up, Clark doubles over slightly, as if suddenly woozy. He

rights himself and shakes it off, smiling.



			CLARK

	Indigestion. Maybe I didn't cook the

	chicken long enough.



			LOIS

	You know what I was just thinking about?

	The rocket -- the one you told me brought

	you to Earth... whatever happened to it?



			CLARK

	It's at the fortress.



			LOIS

	Ah -- the He-Man Woman Haters Club.

		(laughs)

	Do you ever study it? Try to learn

	something more about where you came from?

	About your parents even?



			CLARK

	I know all I'm ever going to know --

	there was a planet. It blew up. End of

	story. I'd rather dwell on the present...

	and the future.

		(hugs her)

	Which is something I'd like to talk to

	you about...



			LOIS

		(gently moving away)

	No-no. Let's talk about flying home and

	going to bed. We both have work tomorrow.



			CLARK

	Why do you always get like this when I

	try to talk about where out relationship

	is going? All I'm saying is that I love

	you...



			LOIS

	And I love you too...



			CLARK

	... and I'd like to talk about something

	more... permanent.



Lois' eyes go wide. She stares at him for a beat, then looks down.



			LOIS

	You know, the first time I heard about

	you, I thought you were a hoax. 'Flying

	Man Stuns City,' the paper said. 'Yeah,

	right.' I said. But then I saw you land

	that downed shuttle on your back. And in

	that moment, every jaded bone in my body

	believed that a man could fly...

		(touches his face)

	The first time I met you -- as Clark -- I

	thought you were the squarest hick to

	ever escape Kansas. But when you called

	me 'Miss Lane'... you were so polite and

	even gallant, that you made me feel like

	a princess.

		(her head on his chest)

	The first time you told me about... well,

	about your other job, there was a moment

	of shock. And then it all made sense. Who

	else but Clark Kent could care so much

	about people he didn't even know...

		(smiles)

	And the first time we kissed...

		(gets teary)

	... I knew it was you. You were the

	person I'd stopped believing in years

	before -- the one my mother told me about.

		(beat)

	And the first time you left me in the

	middle of the night to rescue that luxury

	liner, I knew that you didn't belong to

	me. You belong to the world.



She steps back and looks at him.



			CLARK

	Lois --



			LOIS

		(finger to his lips)

	Your responsibilities are huge. I can't

	possibly expect you to divide your time

	between a wife and the world. What about

	children... if that's even possible?



			CLARK

	I could slow down -- pace myself...



			LOIS

	And feel the weight of a death you

	couldn't prevent because you were too

	busy bringing the kids to the video store?



Lois shakes her head sadly. Clark's eyes are downcast -- her words

truer than he can bear.



			LOIS

	There's nothing I'd want more than to

	share a life with you...

		(beat)

	But I won't settle for a half-life.



Clark takes it in somberly. Then he lifts his head, as if

listening to something far away.



			CLARK

		(beat)

	A plane's in trouble over Paraguay.

		(looks at her)

	Lois...



			LOIS

	Go ahead. Just don't forget to come back

	for me.



Clark becomes a blur that turns into Superman. He leaps off the

cliff.



EXT. SPACE - CONTINUOUS



The ShadowCaster seals off a large section of sunlight.



EXT. MOUNT RUSHMORE - CONTINUOUS



Suddenly, Superman is struck, as if shot. He falters in mid-air

and falls against the edge of the cliff.



Lois shrieks and grabs his hand, catching him in the nick of time.

Superman looks up at her, wide-eyed. He throws his other hand up

to Lois. She digs her heels into the ground and pulls, as Superman

climbs up to the safety of the level ground. He collapses to his

hands and knees, breathing heavily. Lois is on top of him,

checking his pulse, feeling his head.



			LOIS

	God, Clark - are you okay?! What

	happened?! Was it Kryptonite?!



			SUPERMAN

	It wasn't a toxic reaction. It was

	something else.



			LOIS

	We've gotta get you home...



			SUPERMAN

		(leaps to fly)

	I'll be okay - that plane won't if I

	don't leave now.



			LOIS

		(pulls him back)

	Are you out of your mind?! You almost

	fell of a cliff, Clark! You!



Superman gently extracts his cape from her grip, touching her

face. He then lifts off the ground, hanging there -- apparently

back to normal. He shrugs at her, and disappears in a flash of

red, leaving behind a worried Lois.



EXT. SPACE - NIGHT



The Skull Ship looms through the vacuum of night.



INT. SKULL SHIP - CONTROL ROOM - NIGHT



Brainiac punches some buttons, and the specs on the Eradicator

fill the screen.



			L-RON

	But how do you know the Eradicator will

	even show up? It's been years, my liege

	-- the technology could be ancient

	history by now.



INT. MENAGERIE - NIGHT



DOORS HISS open, and they enter the vast MENAGERIE -- a zoological

collection of various species collected during Brainiac's journey

through the cosmos. Brainiac heads to one in particular -- a knee-

high, translucent tube, filled with what looks like the contents

of a Lava-Lamp.



Brainiac opens the case, extracting an embryonic protoplasmic life

form. It looks harmless, if ugly, letting out a meager YOWL. He

places it into a missile-looking tube, sealing it closed.



			BRAINIAC

	Jor-El was no fool -- he would not have

	sent his only child to an alien world

	without the protection the Eradicator

	would provide. The technology is out

	there, L-Ron, and absorbing it will

	provide me with enough power to both

	maintain my body permanently and make me

	a god!



			L-RON

	Right. Let's kill the cape.



A hole opens in the wall, and Brainiac slides the tube into it. He

pushes a large button on the panel.



EXT. SKULL SHIP - NIGHT



The tube rockets from the rear of the ship, and heads toward

Earth.



EXT. METROPOLIS PARK - NIGHT



The capsule rockets into the atmosphere and pierces the ground,

imbedding itself deep within the Earth, unseen.



EXT. DAILY PLANET BUILDING - DAY



The streets of Metropolis bustle below, as we hear...



			PERRY (V.O.)

	One more time, Olsen -- in English,

	please: how did we get these shots again?



INT. PERRY WHITE'S OFFICE - CLOSEUP - COMPUTER MONITOR



We scroll through photos of the Hob's Bay incident.



			JIMMY (O.S.)

	Like I said, Chief -- I'm wired.



PULL BACK to reveal Clark and Lois sitting in front of Perry's

way-too-busy desk, watching Jimmy clicking on a mousepad. PERRY

WHITE, the Planet's venerable old editor, watches, befuddled.



			JIMMY

	I'm linked to thousands of other

	photo-journalists around the world. We

	exchange images all the time.



			CLARK

	Jump into the cyber pool with the rest of

	us, Mister White.



			PERRY

	And we're allowed to run these pictures?



			JIMMY

	Free and clear, with a photo credit.



			LOIS

	Give the kid a break, Perry. He's all

	about the paper.



			PERRY

	Lois -- my office. MY office.



			CLARK

	Lois works here under the assumption it's

	hers as well.



			LOIS

	Eat it, Smallville.



			PERRY

	Alright, Olsen. You can keep your

	computer-thing up. Mow vamoose.



Jimmy shuffles by Lois, who pats him on the back. Perry slumps in

his chair.



			PERRY

	Down to brass tacks -- what have either

	of you got?



			LOIS

	A top LexTech scientist, a Dr. Shuster,

	went missing last night.



			CLARK

	Got a call from a technician who said

	that Shuster and Lex got into a heated

	argument over the altered trajectory of

	that LexTech experimental space station.



			PERRY

	The one Lex has yet to disclose the

	purpose of to NASA? What else?



			LOIS

	The boys in weather fed me this one --

	seems that dawn was eleven minutes behind

	schedule this morning.



			PERRY

	Cause?



			LOIS

	Unsubstantiated rumors of something

	spotted by the fellas up at the

	observatory. Sounds like a story up

	Smallville's alley.



			CLARK

	I believe Mister White gives out the

	assignments here, 'Laney.'



			LOIS

	Don't call me that.



			CLARK

	Then don't call me Smallville.



The PHONE RINGS. Perry pounces on it.



			PERRY

	White -- go!... What?... I'll be right

	there!

		(hangs up)

	Both of you stay here and hash out who

	gets the space-thing. I'll be right back.



Perry storms out of his office, leaving Clark and Lois alone.

There is some silence. Then...



			CLARK

	I'm sorry I didn't stay over last night.



			LOIS

	I'm an adult, Clark. I'm not throwing a

	hissy just because you missed my

	sleepover.



			CLARK

	I'm having a hard time understanding what

	I said that was so wrong.



			LOIS

	You didn't say anything wrong, Clark. You

	said everything a woman spends her whole

	life waiting for a man to say to her.



			CLARK

	Then why your reaction? Why this distance?



			LOIS

	Because you're not a man, Clark. You're a

	god.



Clark attempts to say something, but pauses. He listens to

seemingly nothing.



EXT. METROPOLIS PARK



From the hole in the ground the pod made, smoke begins to rise

ominously. There's a rumbling sound.



INT. PERRY WHITE'S OFFICE - DAY



Clark is still listening. Lois looks at him, puzzled.



			LOIS

	What is it?



INT. DAILY PLANET CITY ROOM - DAY



Journalists look up from there keyboards, as the ROOM begins to

SHAKE.



EXT. METROPOLIS PARK



The ground shakes; thunderous roars emit from the hole.



INT. PERRY WHITE'S OFFICE - DAY



Lois looks slightly panicked. Clark unbuttons his collar.



			LOIS

	Earthquake?



			SUPERMAN

	Can't be - I checked the crustal plates

	just last month.



INT. METROPOLIS SEWER SYSTEM



At a dank and dripping cross section, a pair of SEWER WORKERS

check a pipe that's broken loose. The tunnel begins to shake

violently, and the sewerage begins bubbling. The workers look at

it, then head for the manhole. Suddenly, something erupts from the

muck, looming huge in the shadows behind the fleeing workers.

Whatever it is pulls them beneath the sewerage.



EXT. METROPOLIS PARK - DAY



Suddenly, the GROUND EXPLODES, throwing passersby flying, leaving

a six foot crater.



INT. PERRY WHITE'S OFFICE - DAY



Perry bursts in, as Clark quickly re-buttons his collar.



			PERRY

	There's a report of an explosion in the

	sewer beneath Metropolis Park!



			LOIS

		(grabbing Clark)

	We're on it, Chief.



She pulls Clark out of the office at a speedy clip.



EXT. STAIRWELL - DAY



The door flies open and Lois and Clark rush in. Lois slams the

door closed behind her.



			LOIS

	Sounds like a job for...



			CLARK

		(pulls off jacket)

	I want you to do me a favor -- whatever

	you do, stay away from Metropolis Park.

	I've got a bad feeling about this.



			LOIS

	I've got a good feeling that whatever it

	is is news. And me being a journalist...



			CLARK

	Lois -- no!



Lois looks in to his eyes. He seems almost afraid.



			CLARK

		(softening)

	Last night -- the cliff...



			LOIS

	You slipped, Clark. That's all.



			CLARK

	But it happened when I grabbed the plane,

	too. Something didn't... feel right. My

	strength...

		(hands on her arms)

	Just, please -- stay put until I know

	everything's alright.



			LOIS

		(smiles and nods)

	Go find a phone booth.



Clark dashes away, taking the stairs two at a time, then five. In

the blur that travels at more-than-human speed down flight after

flight, the colors that emerge from the gray of Clark's suit are

the familiar blue and red.



EXT. DAILY PLANET BUILDING - DAY



Through the revolving doors shoots the Man of Steel, creating a

SONIC BOOM in his wake, sending the papers, trash and hair of

Metropolitans flying.



EXT. METROPOLIS PARK - DAY



Superman arrives at the crater. He looks into the darkness. Then,

he hears something above.



EXT. SPACE



The ShadowCaster seals off another section of sun.



EXT. METROPOLIS PARK - DAY



Superman looks down again, then up. He's about to leap into the

air to investigate the sound from above. Suddenly, two gray, meaty

paws erupt from the Earth, pulling Superman underground.



INT. SEWER TUNNEL - DAY



Superman emerges from the muck spitting out waste. He wipes his

eyes clean and looks up to see...



An unearthly monster -- ferocious and gray in appearance, leathery

skin pock-marked with rock-like protrusions.



Doomsday has arrived.



The beast leaps at the Man of Steel. the pair begin their fight,

throwing punches and kicks. Doomsday grabs Superman by his cape

and swings him through the side of the tunnel.



Doomsday pulls aside concrete, giving himself a clear passage into

the other tunnel, when Superman appears from no where,

uppercutting the tremendous beast, sending him flying...



EXT. METROPOLIS PARK - DAY



... through the crater, into the park. Superman shoots out of the

hole behind him, landing beside the beast.



			SUPERMAN

		(to BYSTANDERS)

	CLEAR OUT OF HERE! NOW!



Doomsday kicks Superman in the back, but Superman rallies.



INT. SKULL SHIP



On the main screen, we see the combatants fighting.



			L-RON

	He's incredible. He just keeps going.



			BRAINIAC

	I call it 'Doomsday.'



			L-RON

	Not that thing -- Superman. Look at him

	battle!



Brainiac offers the little robot a dour expression. L-Ron

deflates. Brainiac pushes a button on the control board.



			BRAINIAC

	I wouldn't lay wagers on the Kryptonian

	just yet.



EXT. SPACE



The ShadowCaster goes full throttle, completely cutting off what

little sunlight was seeping out.



EXT. METROPOLIS - DAY



The sun -- eclipsed by Brainiac's device -- disappears, plunging

the Earth -- and the city -- into the darkness of moonlight.



INT. DAILY PLANET BUILDING - NIGHT



Lois and Jimmy watch from the windows. The City Room's in a panic.

Perry joins them.



			JIMMY

	Hey! It's only noon! What's going on with

	the sun?



			PERRY

		(handing them photos)

	This just came in from government weather

	satellites...



The photos show the ShadowCaster in its dormant and operative

mode.



			PERRY

	I can only hope Kent's out there covering

	this...

		(to Lois)

	The same place you should be, although

	from a safe distance.



			LOIS

	But Chief, I promised...



			PERRY

	Olsen -- you go with her. I want some

	candids of whatever that thing is

	Superman's fighting.



			JIMMY

	I'm on it, Chief! C'mon, Miss Lane!



Jimmy drags Lois out. Perry calls after them.



			PERRY

	And hurry! If I know the Man of Steel,

	this rumble's going to be over before

	it's started.



EXT. METROPOLIS PARK - NIGHT



Superman takes a hit from Doomsday and goes stumbling backwards.

He pauses and notices the fading sunlight. Then, it dawns on him:

his power source is being cut off.



Doomsday plows into him. Superman fights back valiantly, but knows

that he's being depleted. He begins to falter. Doomsday grabs him

and hurls Superman back into the hole.



INT. SEWER SYSTEM



Superman lands, and Doomsday is on him anew, holding Superman in a

headlock. Superman flips Doomsday off his back and drop kicks him

down the tunnel, out of sight.



Then, we hear a HIGH PITCH SHRIEK sounding. Superman winces -- the

sound filling his head. The SHRIEK FADES, and we hear TAPPING, as

if on a MICROPHONE, and...



			LEX (V.O.)

	Is this thing on?

		(chuckles)

	Hello, Blue-boy. It's your better --

	Luthor -- speaking to you from a

	frequency that only super-hearing can

	detect.



INT. LEX'S OFFICE - NIGHT



Lex looks out upon the prematurely-darkened Metropolis -- a

microphone in his hand.



			LEX

	Things don't look too good for you, alien.

	It seems I've finally found your Achilles

	heel: the Earth's yellow sun.



EXT. SEWER DROPOFF DRAIN



Superman enters cautiously.



			LEX (V.O.)

	Without it, you're not that impressive.

	Look at you -- alone, beaten, nearly

	broken. Where are all the good people

	you've put your neck on the line so many

	times for? You'd think they'd return the

	favor.



Then, Doomsday drops from the ceiling, crushing the Man of Steel.

They fight through the current, heading toward the dropoff.

Superman pulls himself from D-Day's grasp, but Doomsday double-

fists the floor, shaking the ceiling loose, which comes down

around Superman, pinning him.



Doomsday winds up and gives Superman a right-hook, sending him

falling into the churning muck below.



EXT. METROPOLIS STREETS



Lois slides across a cab's hood, rushing toward the park. She

muscles through the crowds that keep their distance.



INT. SEWER DROPOFF



Doomsday studies the muck below.



Superman explodes from the sewerage. howling up at Doomsday in a

flash, catching him with his fists. The pair...



EXT. METROPOLIS STREETS



... shoot through the pavement, spraying debris everywhere.



Superman goes ballistic, racing at the beast anew, pummelling him.

But Doomsday rallies back, throwing punches that actually draw

blood. The Man of Steel drops to his knees, Lex's voice still

filling his head.



			LEX (V.O.)

	You'd think the solar energy that you

	store would last longer, wouldn't you? I

	mean, you fly at night, and there's no

	sun then? Why are you weakening now?

		(chuckles)

	Apparently, soaring through the sky,

	catching muggers, and rustling the

	occasional cat burglar doesn't take the

	effort it's taking you to hold your own

	against the mindless wonder there. Any

	stored solar energy you may have is being

	exhausted. Plainly put -- you're running

	out of gas, and the pumps are closed.



Doomsday leaps atop Superman, beating him down, savagely.

Superman's running out of time.



EXT. ANTARCTIC



The snow is almost blinding, even in the darkness. We PAN ACROSS

the tundra and DROP INTO a large canyon.



INT. ANTARCTIC CANYON



Buried deep in the snow, we see the FORTRESS OF SOLITUDE --

Superman's home away from home. Outside the massive front doors

stand two statue-like POLAR BEARS.



INT. FORTRESS



Amongst various trophies and keepsakes, hangs a ROCKET - an escape

craft that brought Superman to Earth, all those years ago.



INT. CRAFT



In the cabin, electrical pulses start to ignite. A screen forms,

igniting with a series of random numbers and Kryptonian letters,

until they form the "S" insignia.



				CUT TO:



EXT. METROPOLIS STREETS



The torn "S" insignia on Superman's chest, dripping with blood.

Superman gives it his all against the mindless Doomsday, the voice

of Lex still filling his head.



			LEX (V.O.)

	I really just called to tell you that

	your reign is over. You're being replaced.

	And this city... this world is about to

	fall on its knees before LexCorp and its

	C.E.O.



We hear Superman's HEARTBEAT -- and it's not that strong.



INT. CRAFT



Back in the Antarctic, the HEARTBEAT FAINTLY ECHOES through the

cabin. The "S" on the screen gives way to a vital signs graph,

including a heart-rate monitor. All the signs are dangerously low,

as indicated by the readout.



INT. FORTRESS



The body of the rocket dislodges from the ceiling, falling to the

snow. It begins transforming, growing a body.



EXT. METROPOLIS STREETS



Superman and Doomsday go at it, both weakening. But it's clear

Superman's the worse off.



Lois pushes through the crowd, followed by Jimmy. Her eyes go

wide.



			LOIS

	Clark! Go! Fly away! Get out of here

	before that thing kills you!



His power diminished, the Man of Steel is on the ropes. His lethal

opponent, too, appears to be reaching for the grave. But neither

relents. And even now, Superman has Lex's voice in his head.



			LEX (V.O.)

	You had no business here from the start,

	Kryptonian -- but here you'll die...



CLOSEUP - SUPERMAN



who allows himself a quick, pained glance at...



CLOSEUP - LOIS



-- eyes filled with tears.



CLOSEUP - SUPERMAN



as he manages a final weak smile, as if to say good-bye.



			LEX (V.O.)

	I just wanted you to know who it was that

	beat you, boy!



CLOSEUP - LOIS



She at first smiles through her tears as well, until she realizes

what it means.



			LOIS

		(shaking her head; screaming)

	Noooooo!



And the pair throw their last punches, connecting with one

another's heads. The shock of their mortal BLOWS EXPLODE like a

sonic boom throughout Metropolis.



CLOSEUP - LOIS



Wide-eyed.



CLOSEUP - JIMMY



Who stops snapping photos and looks up.



INT. LEX'S OFFICE - CLOSEUP - LEX



Who stares down at the tiny spectacle from high above, smiling.



EXT. METROPOLIS STREETS



And in a moment that seems like an eternity, the two mighty

combatants fall to the ground.



INT. FORTRESS



... And the Eradicator comes on-line. He stands erect, taking in

his surroundings. He moves to a nearby computer and hooks into it.

A map of the world fills the screen. We digitally race through it

and land in...



EXT. METROPOLIS STREETS



The city is paralyzed. Then, the crowd starts to move -- news

crews and military personnel converge, crowding around the fallen

Superman.



Lois fights her way through the masses, dropping to her knees

beside the fallen Man of Steel. She lifts his head from the

rubble, cradling it. He opens his eyes, partially, muck, filth,

and blood obscuring his vision and suit.



			SUPERMAN

		(weakly)

	Is... is it...



			LOIS

	Shhhhh... you did it, Clark. You did it.



			SUPERMAN

		(looking into her eyes)

	Lois...



He goes limp. Lois breaks down. The crowd's in shock.



Superman is dead.



INT. SKULL SHIP



Brainiac and L-Ron smile at the same image on the ship's view

screen.



			BRAINIAC

	Throw out a wave-pulse net. If my

	calculations are correct, the technology

	will be coming on-line soon.



INT. FORTRESS



The Eradicator stares up at the mapping system, with a flashing

red light indicating the fallen Superman's location.



			ERADICATOR

	Metropolis.



INT. SKULL SHIP



L-Ron looks up from the monitor on the control panel.



			L-RON

	So far, nothing, my Liege.



			BRAINIAC

	Patience, L-Ron. He'll come.



INT. FORTRESS



The mapping on the screen transposes, and rises above Metropolis,

landing on a diagram of the Skull Ship. Over the image flashes the

message "predator detected."



			ERADICATOR

	Brainiac? Here?



The image disappears, replaced with "activating cloaking device."

The Eradicator then concentrates on the map.



			ERADICATOR

	Now -- how to get to Kal-El without being

	detected...

		(thinks)

	Or get Kal-El... to me!



The Eradicator types at the computer he's hooked into. The screen

begins filling with numbers, letters, and an array of binary

codes.



INT. SKULL SHIP - ON CONTROL BOARD



A signal BEEPS. Brainiac punches a button anxiously, only yo be

greeted by Lex's face on the view screen.



			LEX

	What are you waiting for? phase two! If

	this is going to work, we have to move to

	Phase Two, now!



Brainiac scowls at the screen and switches off.



			BRAINIAC

	Insolent hunk of meat.

		(sighs)

	Animate the carcass.



EXT. METROPOLIS STREETS - NIGHT



CLOSEUP - DOOMSDAY'S EYES



A HIGH-PITCHED CHARGE is heard, and the dead eyes snap open.



The CREATURE stirs, then sits bolt upright, GROWLING.l The crowd

begins screaming.



The tearful Lois looks up from her fallen lover, to see Doomsday

moving.



INT. SKULL SHIP



L-Ron enters codes and presses buttons, animating Doomsday's

corpse, which we see on the view screen.



			BRAINIAC

	Finish this mess so we can find the

	technology!



L-Ron hits a button.



EXT. SKULL SHIP



From the Skull Ship's bow, a red beam emits, cutting through

space.



EXT. METROPOLIS STREETS



The beam strikes the animated dead body of Doomsday, incinerating

it. People leap out of the way as DOOMSDAY EXPLODES.



Metropolitans look skyward for the source of the blast, but find

nothing.



Lois is among them, for a beat. She then goes back to cradling her

lover's head. Jimmy comforts her, then sadly stands, looking

through the eyepiece of his camera.



			JIMMY

	Rest in peace, big guy.



We HOLD on the FROZEN PHOTO IMAGE of the Man of Steel held by his

secret love.



				DISSOLVE TO:



EXT. METROPOLIS SKYLINE - NIGHT



The next day, the city is dark -- both in mourning and in lack of

sun.



EXT. METROPOLIS STREETS - NIGHT



On the streets below, artificial light is cast from high-powered

LexCorp kliegs. It's the same straight down the avenue -- LexCorp

lights, everywhere.



And people, as well. The crowds are enormous -- all wearing black

arm bands emblazoned with Superman's "s" shield. They scramble to

get a look at...



A horse-drawn carriage, in the midst of which is a casket. Its

open top reveals Superman -- eyes closed, peaceful, his cape hangs

over the lid.



EXT. METROPOLIS - NIGHT



Its backdrop draped in black, with a blown-up photo of Superman

adorning the center, the viewing stage hold various city and world

dignitaries, who stare mournfully at the approaching carriage.



Cat Grant addresses her camera team, flanked by Lois.



			CAT

	Cat Grant here, bringing you W.G.B.S.'s

	continuing coverage of what the President

	has called 'the world's darkest hour.'

	Offering her perspective on this sadly

	historic day is Daily Planet reporter,

	Lois Lane -- whose name is synonymous

	with the Man of Steel's.



			LOIS

	While we here in Metropolis say goodbye

	to a friend, around the globe, crisis

	management teams are working tirelessly

	to counter the effects of the eclipse.



EXT. FOREIGN LOCALES



While Lois speaks, we see LexCorp kliegs powering up, at sights

around the globe. LexCorp trucks empty LexCorp food supplies.



			LOIS (V.O.)

	Financial analysts have predicted that

	LexCorp will make billions from around

	the globe as the sole supplier of

	available energy.



EXT. METROPOLIS PARK - NIGHT



Lois continues.



			LOIS

	The burial monument, commissioned by Lex

	Luthor himself, strikes this reporter as

	being built in a remarkable expedient

	fashion. When questioned on this, Luthor

	responded evasively, "We had our

	differences, but a man such as this

	deserves an equal memorial."



			CAT

	Lois, perhaps the greatest memorial to

	his efforts is that so far, zero

	casualties have been reported from this

	city-wide battle.



			LOIS

	Although my...

		(choking it back)

	My... colleague, Clark Kent is still

	missing, presumably killed during the

	fallout from the battle. Rescue teams

	have been sifting through the rubble, but

	so far there's no sign of... of him.



			CAT

	More on that story tonight, but right now,

	the procession has reached the tomb.



The carriage stops, and a priest says a blessing over the Man of

Steel's body, closing the casket lid. But before it closes, we get

a glimpse of two small blinking lights attached to his suit.



INT. SKULL SHIP



On the view screen, an outline of Superman's body has the same

corresponding blinking red lights. L-Ron notes this.



EXT. METROPOLIS PARK



Pallbearers carry the casket toward the MONUMENT: a huge, bronze

replica of Superman in his up, up, and away stance.



Jimmy snaps away, stopping momentarily to wipe a tear from his

eye, as the pallbearers insert the casket into the base, sealing

the metal doors.



INT. SKULL SHIP



On the view screen, digital tumblers lock into place, and a

message flashes: "ALARM ENGAGED."



L-Ron turns to Brainiac, who is suiting up in some

uncharacteristically resplendent costuming, complete with cape.



			L-RON

	The security measures on both the suit and the tomb have

been activated, if anything attempts to remove his body. And

that's a big 'if'.



			BRAINIAC

	There are no 'ifs,' L-Ron. The Eradicator

	is here. I know it.



			L-RON

		(off costume)

	And who, might I ask, is opening for my

	Liege in Vegas this weekend?



			BRAINIAC

		(off outfit)

	Lex Luthor's idea of what a Kryptonian

	should look like alone marks him for

	execution.



			L-RON

	Something we should act on now.



			BRAINIAC

	I have further use for Lex Luthor. Until

	such time as we have the Eradicator, I

	will feed off LexCorp's energy supplies

	to maintain my form. Once we have the

	technology of Jor-El, you may kill Lex

	Luthor. Now prepare my skiff.



EXT. METROPOLIS PARK - NIGHT



Governor Bree rides a cherry-picker to the outstretched arm of the

statue, where she hangs Superman's cape.



For the crowd that can't get near the tomb, the burial is

broadcast on the WGBS building giant screen TV. Then, the image of

the funeral is interrupted by a familiar symbol: The BAT-SIGNAL!

It gives way to a shadowy image of the DARK KNIGHT, deep within

the Batcave.



			BATMAN

	Good evening, Metropolis. It is with

	heavy heart that I offer you my and

	Gotham's deepest condolences. I apologize

	for my absence -- but with the loss of

	the sun, I am all that opposes the

	criminal element in my city, who've

	seized upon the cover of darkness to

	further their evil purposes.



From atop the viewing stage, Lois and the others stare up at the

screen.



			BATMAN (V.O.)

	The guardian of your city... of the

	world... held Metropolis and its

	inhabitants very near to his heart.



The message continues on the screen.



			BATMAN

	It's been said that he fought a never-

	ending battle for truth, justice and the

	American way. Honor this fallen soldier

	well by keeping his memory alive in the

	face of this adversity. From this day

	forward, we forever shoulder the burden

	of a world without a Superman.



On the giant screen, The Dark Knight withdraws further back into

the shadows, until he is completely unseen. The Bat-Signal comes

up again, and then scrambles into the image of the funeral below.



But suddenly, over the top of the giant screen, a hover-skiff

rises, sending the crowd below into a panic.



Jimmy joins Lois, snapping pictures of the descending craft as it

lands on the viewing stage.



Aboard the craft is Brainiac -- now decked out in "alien" garb,

replete with face-obscuring helmet, and Lex, with an arm draped

over Brainiac's shoulder. Lex jumps to the podium microphone.



			LEX

	People of Metropolis -- this is a great

	day in our planet's history. Today, you

	will learn of a secret too-long kept by

	myself... and Superman.



A murmur goes through the crowd.



Atop the viewing stage, Lois looks at Lex, suspiciously, as Lex

continues.



			LEX

	Superman's job was not to protect our

	city, but instead to pave the way for an

	amazing new era in this planet's history.



Cat moves closer to Lois, whispering.



			CAT

	Has the old man finally lost it?



			LOIS

	I think it's worse than that.



Lex encourages applause from the confused crowd.



			LEX

	Over the last two years, Superman and I

	had been working closely to prepare this

	world for its introduction to more

	extraterrestrials like himself... and

	like the being I now present to you.

	Ladies and gentlemen, I give you the true

	power behind our fallen Man of Steel...

	Brainiac!



Urged by Lex, Brainiac approaches the podium, as a hush falls over

the crowd.



			BRAINIAC

	Today marks a terrible day for our planet

	Krypton. Superman, as you called him, was

	a herald of the highest order, having

	gone before me to many planets, preparing

	them for first contact. I stand before

	you now in the spirit of hope and peace.



A cheer goes up from the crowd. Brainiac looks out upon the

thrall, emotionless. Lex pats him on the back, whispering in his

ear.



			LEX

	Keep it up! They're buying it!



Lois watches Brainiac's and Lex's interaction with suspicion, but

her face belies fear that what's being said may be the truth.



			BRAINIAC

	His true mission was kept secret from you

	to protect you, until you were ready to

	accept aliens into your world.

	Sorrowfully, my herald gave his life

	fighting a foul menace -- weakening the

	beast so that I was able to vaporize it

	using the power of my ship above.

		(as the crowd murmurs)

	The creature was from a race of

	war-mongers that have designated this

	planet for annihilation! But in concert

	with Superman and Lex Luthor, I have been

	able to blanket your planet in darkness

	to protect you from the approaching

	hordes.



Lois goes bug-eyed, her journalistic instincts kicking in. She

charges the podium, fighting off LexCorp security.



			LOIS

		(to Lex)

	What is he talking about?! Is he saying

	that you two... what... blocked out the

	sun?!



			LEX

	Ms. lane, let the deity speak.



			BRAINIAC

		(to the crowd)

	Using materials provide by Lex Luthor and

	my own advanced technology, I fashioned a

	device to enshroud the planet in a

	darkness that will provide camouflage.



			LOIS

	From what?!



			BRAINIAC

	From them.



Suddenly, the dark skies above shimmer, and an armada of ships can

be seen moving slowly through space, patrolling. With the

multitude of spacecraft visible, it would appear that Earth is

under attack.



The Metropolitans panic, screaming, moving to run. Brainiac holds

his hands out.



			BRAINIAC

	Do not fear. We are not visible to the

	armada.



The crowd calms, listening to Brainiac.



			BRAINIAC

	The forced eclipse that darkens the skies

	is what keeps us hidden. The menace above

	cannot detect your world, and will slowly

	pass through your galaxy within days.

	Once they have moved on, I will end the

	eclipse, and bring back the sun.



			LEX

		(stepping up)

	Until that time, LexCorp energy will fuel

	the planet, and LexCorp industrial

	services will keep the world operating

	smoothly as if the sun had never left.



The crowd slowly breaks into applause.



Lex smiles, joining hands with Brainiac and raising them into the

air. Brainiac seems to be confused by this, but goes along with

it. His attention is more focused on...



The tomb. Surrounded by people, Brainiac cannot see it.



INT. FORTRESS



The Eradicator stops typing at the computer. He presses "enter."

The numbers on the screen reconfigure, forming Superman's "S"

insignia. It glows red.



INT. TOMB



Back in Metropolis, inside the casket, the "S" on Superman's chest

also begins glowing red. Superman's body begins shimmering, and

teleports (Trek-style) out of sight, leaving behind his suit, on

which the security measures still blink.



EXT. METROPOLIS PARK - NIGHT



Lex urges Brainiac to further address the crowd.



			BRAINIAC

	Like Superman, I will endeavor to protect

	Earth and its inhabitants. It's the least

	I can do in return for your warm, warm

	welcome...

		(beat)

	And in memory of Superman!



Brainiac raises his arms like Nixon. The crowd goes wild.



Luthor leads the crowd in a rallying cry of cheers for Earth's

greatest hero, Brainiac. And as Cat Grant rushes the podium to get

an interview with the "heroic pair," Lois stares at them both

coldly and at a loss, amid the thrall of support for Brainiac.



				FADE TO BLACK



DREAM SEQUENCE



We SMASH CUT into a speeding tracking shot, travelling on

electrical impulses through the tortuous path of SUPERMAN'S BRAIN,

hearing...



			JOR-EL (V.O.)

	Greetings, my son.



A CLOSEUP of JOR-EL fades into view.



			JOR-EL

	It has been many years since you have

	looked upon the face of your birth father

	through infant eyes. I only wish this

	message cam to you under better

	circumstances.



1) Jor-El and Lara work in their lab. They step back to reveal the

ERADICATOR, who sits up and opens his eyes.



			JOR-EL (V.O.)

	Your mother and I spent years

	constructing an autonomous free-form

	computer in order to study more closely

	the volatile core of our home world.



2) The Eradicator emerges from a deep, smoky shaft.



			JOR-EL (V.O.)

	We named the living computer the

	'Eradicator' -- after a Kryptonian

	mythological figure.



3) The Eradicator plugs himself into the computer in their lab. On

the monitor, images of the planets volatile core appear. After a

beat, a metal shaft appears in the lava.



			JOR-EL (V.O.)

	It confirmed our worst fears -- the

	planet was unstable. But even more

	horrifying, was the cause of the duress.



Then, alarms sound, and lights flash. The screen goes black,

filling with the symbol of Brainiac.



			JOR-EL (V.O.)

	The Brainiac system had come from off-

	world, brought online to police the

	planet. We learned it was up to far more

	than that.



4) Bound in handcuffs and illuminated by a shaft of light, Jor-El

stands before Brainiac in a darkened chamber.



			BRAINIAC

	I discovered the renegade science officer,

	Jor-El, engaged in illegal planetary

	experimentation.



			COUNCIL VOICE

	How does the accused plea?



			JOR-EL

	I'll plea anything you wish -- if the

	Council will hear my plea that the planet

	be evacuated now! In moments, Krypton

	will perish!



			COUNCIL VOICE

	Brainiac - is there any validity to

	Jor-El's claim?



			BRAINIAC

	None. He's lying -- the planet is in no

	danger. But Jor-El himself represents a

	threat -- he has ignored the tempered-

	technology code and constructed a

	sentient computer system with a perpetual

	battery... the Eradicator!



A second shaft of light illuminates the Eradicator, sealed in a

glass containment chamber.



			JOR-EL

	The Eradicator's no the threat --

	Brainiac is! The data we collected points

	to him as the cause of the core's

	instability! He's siphoning off the

	planet's energy!



Suddenly, a beam shoots out of the Brainiac symbol, striking the

Eradicator, absorbing its power.



			JOR-EL (V.O.)

	Brainiac had intended to fashion a body

	for himself, using the energy from the

	planet's core...



5) In a containment chamber, Brainiac's 'body' begins growing. A

schematic of the goal is pictured on a monitor.



			JOR-EL (V.O.)

	... but by absorbing the Eradicator, not

	only could he have the body he so desired

	-- he'd also possess the perpetual

	battery by which to power him,

	indefinitely. Ironically, his drain on

	the planet's core finally took its toll.



6) The Council chamber begins to shudder and crumble. A piece of

ceiling breaks free and crashes into the monitor, breaking the

connection with the Eradicator.



7) In the containment chamber, the body formation stops, resulting

in a half-formed Brainiac. The view screen fills with Brainiac's

symbol, shuddering.



			BRAINIAC

	NOOOOOO!!!!



			JOR-EL (V.O.)

	Facing the destruction he created,

	Brainiac was forced to depart Krypton on

	a craft he'd constructed in secrecy...

	without the body he so desired.



INT. JOR-EL'S LAUNCH PAD



Lara hands the infant Superman to Jor-El. He holds the child in

his arms, addressing the camera. The room is shuddering and

falling apart.



			JOR-EL

	The planet is in it's final moments, my

	son. As I hold you one last time, I

	record this message to be viewed in the

	even the marauder Brainiac ever tracks

	either you or the Eradicator back to the

	planet I'm sending you -- Earth. Avoid

	him at all costs. I've used these last

	minutes to code your chromo frequency

	into the Eradicator. In the event of a

	significant drop in your vital signs, the

	Eradicator will come to your aid.

		(hugs the infant)

	Be well, Kal-El -- you were so cherished.



As Jor-El hands the infant to the Eradicator, static fills the

screen.



INT. FORTRESS - CLOSEUP ON SUPERMAN'S FACE



Superman lays in a Kryptonian resuscitation chamber. Arms folder

over his chest, he is immersed in a gelatinous, green mass. His

eyes snap open, and he sits bolt upright, breaking out of the

dense goo. He throws up a lungful of the muck, inhales deeply.



			SUPERMAN

	Father...!



He slowly rises, wiping the jelly from his body and face. The old

blue and red togs are gone, replaced by a black resuscitation

suit.



Then, there are ripples along the surface of the gelatin within

the resuscitation chamber.



The Eradicator rises behind Superman.



			ERADICATOR

	Greetings, son of Jor-El.



Superman turns quickly to see the Eradicator. He looks from E to

where the resuscitive bath no longer is, save for some remnants of

the goo. Superman then looks back at the Eradicator, dazed.



			ERADICATOR

	It has been some time since last we met.

	Your hardware has improved... and now you

	wear clothes.



			SUPERMAN

	I... I saw my father -- Jor-El...

		(beat)

	It was like... my life flashed before my

	eyes... but it was from a part of my life

	I don't remember. Krypton -- I've never

	seen it. I saw my birth parents, but not

	Ma and Pa. And Lois -- why didn't I see

	her? You'd think your final reflection

	would include the most important person

	in your life.



			ERADICATOR

	Perhaps because your reflection was far

	from final.



Superman stares at the Eradicator, slowly grasping. Then...



			SUPERMAN

	I'm... alive?



The Eradicator nods, Superman leaps to his feet, triumphantly. The

Eradicator proceeds around the chamber, constructing a small two-

man SHIP.



			SUPERMAN

	I'm alive!!! Then that was just a dream?!



			ERADICATOR

	A message downloaded it into your

	cerebral cortex while you were in the

	resuscitation bath.



			SUPERMAN

	You were on Krypton, too -- with my

	father! How did you get here?!



			ERADICATOR

	I was the craft that brought you to this planet years

ago.



			SUPERMAN

		(notices it's gone)

	The rocket...? How?



			ERADICATOR

	My programming allows me to shape-shift

	into any form of equal mass to my own

	humanoid structure. The rocket was only

	large enough to carry a child -- a factor

	that prevented me from transporting your

	parents as well as yourself.



			SUPERMAN

	You've been in the Fortress all this time

	and I didn't know it?!?

		(thinks)

	Wait, wait, wait... did you ever see Lois

	and I... while we...

		(beat)

	Well, why the hell did you never say

	anything?!



			ERADICATOR

	I was programmed to lie dormant, until

	such a time as your vital signs waned.

	That's never been a factor until now.



			SUPERMAN

	I'm remembering now -- the sun was

	blocked! My father warned me about a

	threat from Krypton in the message...

	BRAINIAC! Is that the creature I was

	fighting?



			ERADICATOR

	No -- Brainiac is far more dangerous than

	that beast.



			SUPERMAN

	Then I've gotta bring him down! Where's

	my suit? I've gotta get back to

	Metropolis...



He leaps, as if to take off, but falls to the ground.



			ERADICATOR

	Your powers are still gone.



Superman rises to his hands and knees, wide-eyed -- he's never

been powerless in his life.



			SUPERMAN

	Will they return?



			ERADICATOR

	Once we get away from the shadowed Earth

	and closer to the sun, you should be back

	online. This ship will be taking us

	offworld in less than an hour.



			SUPERMAN

	Whoa! Whoa! Leave?!



			ERADICATOR

	We must find another world where the sun

	affects you as it did here.



			SUPERMAN

	But what about Brainiac?! I can't leave

	all these people behind!



			ERADICATOR

	When Earth was chosen as your home, it

	was so that the powers you would manifest

	would place you above its inhabitants --

	not so you could be their champion.



			SUPERMAN

	No, no -- we're staying here and fighting

	Brainiac. I don't care if I really die

	this time.



			ERADICATOR

	Fortunately, that will never be a factor.

	The program your father imparted to me

	before we left the dying Krypton was to

	insure your longevity.



Superman stares at him, taken aback.



			SUPERMAN

	I can't die?



			ERADICATOR

	As long as I function -- no.



			SUPERMAN

		(beat)

	Then all the more reason to go after this

	Brainiac character! I'm not letting him

	do to Earth what he did to Krypton!



			ERADICATOR

	Brainiac has come to this planet to hunt

	me -- he sides my perpetual battery, and

	he will destroy this world if he must to

	acquire it. That endangers your life,

	which is against my programming. We must

	find you a new home.



			SUPERMAN

	Earth is my home! You expect me to just

	leave it behind -- leave Lois -- just to

	save myself?!



			ERADICATOR

	Yes.



Superman offers the Eradicator a sharp, shocked look.



			ERADICATOR

	This race is as good as extinct, Kal-El.

	You cannot save them now.



			SUPERMAN

		(beat)

	I have to at least try. That's in my

	programming.



The Eradicator sees the passion in Superman's eyes. He processes

this, and stands back. Superman proceeds.



			SUPERMAN

	The first order of business would be to

	remove whatever's blocking then sun. But

	apparently, I'm unable to fly. Which

	leaves the question of how to reach that

	thing.



Superman looks to the two-man ship, then back to the Eradicator.



EXT. METROPOLIS - NIGHT



We get our first look at what Metropolis has become.



The Skull Ship now rests atop the twin Metro Towers, and it's

"grown", encasing the buildings in the steel of its hull, squid-

like in nature.



The large screen TV that rests atop the WGBS building now airs

updates and reports of the armada's distance from Earth.



At the LexCorp building, we can see Luthor -- flanked by

bodyguards -- on the front steps. He stands at a podium before

bundled-up members of the press.



			LEX (V.O.)

	As his designated representative,

	Brainiac has asked me to give you this

	latest update.



EXT. LEXCORP BUILDING - NIGHT



At the podium, Lex reads from a prepared statement.



			LEX

	According to his calculations, the armada

	should completely pass through our solar

	system in a matter of days. At which time,

	the sun will return!



The press let out a cheer -- Lois stands among them, looking on

suspiciously. She speaks up.



			LOIS

	There are rumors of a rebellion of sorts

	-- a group that doesn't necessarily trust

	or believe either you or Brainiac.



Lex's eyes flare briefly, then settle. He smiles kindly.



			LEX

	Ms. Lane, this city -- this world --

	knows how much Brainiac has done for us.

	There are some people who'll take issue

	with anything, for the sake of being

	contradictory. Don't let their bitter

	voices echo louder than the joyous praise

	of the majority.



			LOIS

	Ironically enough, you were once the

	bitter minority, complaining about

	Superman's interference with the Planet,

	yet now you lay like a lapdog at the feet

	of Brainiac. Why the switch?



			LEX

	I did not understand Superman's purpose.

	Brainiac explained it to me. I only wish

	I had known his import before he died.



			LOIS

	Call me a skeptic, but somehow I don't

	buy your sincerity, Lex.



			LEX

	Well, Ms. Lane...

		(opens coat)

	It's like the shirt says...



Lex rips open his button-down shirt... Superman style, revealing a

T-shirt beneath.



On it is the image of a stone-faced Brainiac, around whose head

the letters spell out: "I'M A MANIAC FOR BRAINIAC." The press

cheers. Lex owns them.



CLOSEUP ON SHIRT



				CUT TO:



INT. LEAGUE OF NATIONS CONFERENCE ROOM



The same shirt, only on a different being -- L-Ron. The little

robot sits among the DELEGATES as brainiac addresses the WORLD

CONGRESS.



			BRAINIAC

	Ladies and Gentlemen of the World

	Congress -- it is my conclusion that the

	marauders who seek to ravage your planet

	have sent an even deadlier threat than

	the Doomsday creature.



The delegates panic. L-Ron pulls up his shirt, and his chest

opens, revealing a projector of sorts. An image of the Eradicator

is thrown onto the screen.



			BRAINIAC

	This being is an anthropomorphic weapon,

	a hundred times more powerful than your

	atomic bomb. It's detonation, while

	effectively wiping out half of Earth's

	population, will also signal the armada

	of the planet's hidden location.



			DELEGATE #1

	What can we do to prevent this?!



			BRAINIAC

	Utilize your military. Have them locate

	this weapon, but do not engage it. When

	you have found it, contact me -- I will

	defuse... it. That is all.



INT. SKULL SHIP BRIDGE



Brainiac and L-Ron enter.



			L-RON

	You sure scared the hell out of those guys.



			BRAINIAC

	Which will insure that they work twice as

	hard as even us to locate the Eradicator

	technology.



			L-RON

	Won't Lex Luthor ask questions when he

	hears about this? He'll know you're lying.



			BRAINIAC

	We have nothing to fear on this dismal

	planet, L-Ron -- least of all the slow-

	witted Lex Luthor.



Brainiac then notices the small marble replica of himself sitting

on a pedestal across from the control board. A note is attached

which reads "TO EARTH'S NEXT MASTER."



Brainiac regards the statue curiously. He looks to L-Ron.



			L-RON

	Speak of the dummy. Obviously from Luthor.

	Not so much a gift as a vulgar attempt to

	stay on your good side.



Brainiac seizes the statue, and crushes it in his grip. There,

amidst the dust, sits a micro spy camera, blinking.



			BRAINIAC

	Apparently, Lex Luthor is more clever

	than we gave him credit.

		(hands it to L-Ron)

	Show the cretin what he wants to see.



EXT. SPACE



The two-man ship rockets through space. Through the windshield, we

see the Eradicator at the helm. The lower half of his body makes

up the control board, while his upper half operates it.



INT. SHIP



Surrounded by various pieces of what resemble armaments, Superman

attempts to pull them on.



			SUPERMAN

	What is it going to do exactly?



			ERADICATOR

	We're building you a resuscitive suit --

	your trial has left you injured and

	weakened. These units will expedite your

	recovery.



			SUPERMAN

		(off equipment)

	In little league, it was easy -- it began

	and ended with a cup.



Then, tendrils reach out of the Eradicator's back and scoop up the

various pieces, outfitting Superman.



			ERADICATOR

	This will support strained back muscles,

	these will repair the fracture in your

	shoulder, your ankles will need the

	support of this, this will protect your

	vertebrae.



The tendrils draw back into their operator, revealing a newly-

outfitted Superman (minus the 'S' shield). He looks ready for

action.



			SUPERMAN

	All this and I'm still powerless?



			ERADICATOR

	But protected. Strap yourself in now,

	Kal-El. We've almost reached our

	destination.



They soar toward the far-off ShadowCaster.



INT. LEX'S OFFICE - NIGHT



CLOSEUP ON A MONITOR



which displays Brainiac and L-Ron analyzing a LEXTECH schematic on

their view screen.



Misty and Lex watch the monitor.



			MISTY

	You were right -- he's trying to access

	the weapons division.



			LEX

	That's what we're supposed to think. This

	is a fake.

		(points to monitor)

	See this -- it's pixelated. If this were

	truly from our surveillance camera, we'd

	see scan lines, like a television image.

	This picture was created -- digitally.



			

MISTY

	But how?



			LEX

	He's a living computer, Misty. It's

	certain not beyond his capacity to

	manipulate an image. It would seem that

	Brainiac is on to us... and hiding

	something.



			MISTY

	How do you want to play it?



			LEX

	Like every business deal -- cordial on

	the surface. Meantime, we put to use that

	data we've compiled from the diagnostics

	check on the ShadowCaster technology, and

	the moment Brainy-not steps out of line

	we simply cut off the chow-bag he thinks

	we know nothing about.



			MISTY

	You are incredibly attractive when you're

	like this.

		(kisses him)

	It's noon -- you've got an interview with

	the Daily Planet.



			LEX

	Is it noon already? So hard to tell

	anymore.



As Misty exits, Lois and Jimmy enter.



			LEX

	Well, well, well -- Metropolis' own voice

	of dissent.



			LOIS

	If I'm the mouthpiece, wouldn't that make

	you the other cavity?



			LEX

	Good ol' Lois -- always a quipper, aren't

	you?

		(all business)

	You want something to print in that rag

	you work for, print this: this anti-

	Brainiac rhetoric you've been spouting

	both today and in the pages of the Planet

	is dangerous. I only pray that your

	columns continue to be read as merely

	sociopolitical criticism -- and not as an

	act of sedition.



			LOIS

	Sedition? Since when is an opinion

	considered sedition?



			LEX

	What do you think those huge ships are --

	parade floats? If you unsettle Brainiac

	with your mistrust, you put this planet

	in peril. There's not a government on

	Earth that wouldn't call that sedition.



			LOIS

	So we wait out the cold and dark bestowed

	upon us by an alien who's supposedly

	protecting us from other aliens? Six of

	one, half dozen of the other.



			LEX

	Is that any different from what Superman

	did? You were his greatest advocate, Miss

	Lane. And when, in death, his true agenda

	is revealed, you turn against your Man

	of Steel's own master.



			LOIS

	The day I believe Superman was in league

	with Brainiac is the day I quit the city

	desk and take over the Planet's horoscope

	page.



			LEX

	Then start watching the stars, young lady!



			LOIS

	You've already got most of the world

	doing that!



Jimmy jumps between the verbally sparring pair.



			JIMMY

	This'd probably be a great time to take

	that photo, Mister Luthor.



Lex goes soft, smiling at Lois. He rounds the desk and scoots next

to her.



			LEX

	I'm sure if Miss Lane had it her way,

	this photo would appear on the obituary

	page, under the heading "Luthor --

	Finally Out Cold."



Then, Lex drops to the ground, out cold. REVEAL Lois palming a

small needle resembling a joy buzzer.



			JIMMY

	How long've we got?



			LOIS

	Doctor Hamilton said about five minutes.

	Do your thing, kid.



Jimmy hits the computer, typing as fast as he can.



EXT. FORTRESS



The Skull Ship rests on the snowy plains. Brainiac and L-Ron

emerge, led by GENERAL DERRIS and two soldiers.



			DERRIS

	The President's known about Superman's

	Fortress for years, but we've always

	respected the Man of Steel's privacy. It

	wasn't until your address that I

	suggested we investigate the premises for

	a breach.



			BRAINIAC

	Very wise of you, General Derris.



			L-RON

	Good monkey.



Then, as the trio approach the entranceway, the two POLAR BEARS

rise from their statue-like positions and attack the escort

Soldiers, tearing them apart. The bears turn on Brainiac, who

ferociously wrestles the first bear to the ground, savagely

breaking its neck. Seeing this, the second bear turns and flees.



L-Ron brushes snow from his master, as Derris stands there, open-

mouthed.



			BRAINIAC

		(to Derris)

	Shall we?



INT. FORTRESS



Brainiac stops where the resuscitation bath was. A remnant of

green goo from the bath lies on the snow. His hand morphs into a

mini vacuum of sorts and sucks it up.



			BRAINIAC

	It's him. The Eradicator was here!

		(to Derris)

	Prepare your men for his return, but do

	not shoot to kill. Leave his capture to...



Then, Brainiac falters. He looks at his arm, which begins

withering -- the reversal of how it was affected when he drained

the Alien Craft. L-Ron ushers Derris away.



			L-RON

	Alright, show's over -- nothing to see

	here. Go outside with your drones and

	march around or something.



Derris is ruffled, but exits. Brainiac leans on L-Ron.



			L-RON

	We have to get you back to the ship, my

	liege.



			BRAINIAC

	No... I will gain my... energy by

	absorbing... the Eradicator... upon his

	return...



Brainiac withers further. L-Ron grabs hold of him, pulling him out

of the room.



			L-RON

	If we don't return to Metropolis and hook

	you back into the core to maintain your

	form, you'll be off-line in minutes.

	We'll come back for the Eradicator --

	he's not going anywhere.



INT. LEX'S OFFICE - NIGHT



On the screen, we see Jimmy gain access to Lex's files. He scrolls

through them, while Lois looks over the desk, keeping an eye on

Luthor's condition.



			JIMMY

	I think I've got something.



Jimmy accesses a file marked 'AI'. He opens it, and we get the

gist of his back-stabbing plans for Brainiac.



			LOIS

	Well, well, well -- seems the old

	weasel's not such a 'maniac for Brainiac'

	after all. That could be helpful down the

	road.



Jimmy pops a disc into the computer, downloading the file.



Then, there's a groggy grunt. Lex begins to stir. Lois rushes to

his side. She motions to Jimmy, who jumps away from the computer,

grabbing the disc.



Lois helps Lex to his feet.



			LEX

	Wh... what happened?



			LOIS

	You passed out, Lex. Must be all the

	stress.



			LEX

		(crossing to desk)

	Must be. Although I wouldn't discount the

	effect you've been known to have on men,

	Ms. Lane.



			LOIS

	My girlish charm?



			LEX

	Your devilish...



Then, Lex freezes. He notices his computer is on.



			LEX

	... inquisitiveness.



Lex looks sharply at Lois.



CLOSEUP ON LEX'S EYES



as they accuse.



CLOSEUP ON LOIS' EYES



as they "shrug."



BACK TO SCENE



Then, Lois grabs Jimmy and sprints to the balcony. Lex punches his

intercom.



			LEX

	Security! Seal all exits! Now!



EXT. LEX'S OFFICE BALCONY - NIGHT



Lois drags Jimmy outside, slamming the doors behind them. Lois

looks in every direction and spots... Brainiac's hover skiff,

parked to the side. She looks at Jimmy.



			LOIS

	Gotta be close to a moped, right?



INT. LEX'S OFFICE



A team of LexCorp security piles in. Lex points frantically at the

balcony, screaming.



			LEX

	Don't let them get away!!! Shoot to

	kill!!!



EXT. LEX'S OFFICE BALCONY - NIGHT



The Security team kicks the doors open and take aim. Lex is right

behind them.



Lois and Jimmy leap aboard the hover-jet, GUN the ENGINE, and

shoot into the air, over the heads of Lex and the security team.



			LEX

	Fire!!!



And FIRE they do, unloading a lethal payload into the air.



With Jimmy holding on for dear life, Lois maneuvers the hover-jet

like a pro, dodging SHOTS left and right. She soars higher into

the air, steering the vehicle toward the top of the building.



			JIMMY

		(yelling to be heard)

	Uh... shouldn't we be getting as far away

	from here as possible?



			LOIS

		(yelling to be heard)

	This is kind of like a date, isn't it,

	Jimmy? Well, on a date you get dinner...

	and a movie!



Lois flies over the roof of LexCorp and we REVEAL the huge

holograph device that throws the image of the "armada" against the

sky.



			LOIS

	Shoot it, Jimmy. Now we've got all the

	proof we need.



Jimmy takes pictures.



EXT. SPACE



Superman and the Eradicator reach the ShadowCaster. It's imposing

as hell.



The Eradicator hooks into the satellite and begins processing.



			ERADICATOR

	Fascinating. You would imagine he'd take

	some security measures. With no

	interference, I should have it shut down

	momentarily.



But Superman's attention is drawn to the hull of ship.



			SUPERMAN

	Eradicator -- can you enhance the view

	screen to X-ray?



INT. ERADICATOR/CRAFT



The visual Superman sees through the window X-rays until the words

"LexTech 37" are revealed. Superman growls.



			SUPERMAN

	What a shock.



EXT. SPACE



Suddenly, an electrical charge runs through the Eradicator's

hookup. It detaches itself from the ShadowCaster and goes dark.

Then, Superman and the Eradicator craft begin plummeting toward

Earth.



			SUPERMAN

	Uh... Eradicator.



			ERADICATOR

	Brainiac's technology has taken a bit out

	of me, Kal-El.



The ship continues to fall, the ERADICATOR seemingly "out."



			SUPERMAN

	We're free-falling here...



			ERADICATOR (V.O.)

	The technology is not only working from a

	program my processors find too foreign to

	crack, it has also had a negative impact

	on my neural net. My systems are shutting

	down.



			SUPERMAN

	What?!?



			ERADICATOR (V.O.)

	It's akin to the toxic effect Kryptonite

	has on your systems.



			SUPERMAN

	But Kryptonite leaves me powerless!



			ERADICATOR (V.O.)

	Bingo.



INT. SKULL SHIP BRIDGE



L-Ron throws switches on a control panel.



Brainiac lays in the midst of an enormous device. A helm is

lowered over his head. He points to L-Ron, who in turn presses a

button. Pure energy shoots through Brainiac sending him into

convulsions.



On the device monitor there is an illustration of the device

pulsing with rising (the amount Brainiac is sucking up) and

decreasing (the amount he's taking) numbers. The source of this

power, according to the graphic -- the Earth's core.



L-Ron shuts the machine down. Brainiac throws off the helm,

rising.



			BRAINIAC

	WHY DID YOU BRING ME BACK HERE?! IF WE'D

	WAITED, THE ERADICATOR WOULD'VE BEEN MINE!



			L-RON

	My liege, you were nearly powerless...



Brainiac seizes the little robot, holding him aloft.



			BRAINIAC

	If you've interfered with my manifest,

	you little talking cog, I will absorb the

	insignificant energy that's wasted on you!

		(drops him)

	Bring us back to the antarctic! Now! I

	will have that technology!



Then, an alarm goes off. Both Brainiac and L-Ron look to the view

screen.



A mapping system comes up on the screen. It zooms in on a free-

falling blip, located in the upper atmosphere.



The pair rush to the control board.



			L-RON

	Something rapidly descending toward Earth

	that doesn't match any known terrestrial

	crafts, giving off radiation readings

	native to you-know-where.



Brainiac goes wide-eyed.



			BRAINIAC

	The technology of Jor-El!



EXT. SPACE



The Eradicator's ship SCREAMS into the lower atmosphere, rocketing

at the surfaceof the planet.



INT. ERADICATOR SHIP



Superman looks about nervously.



			SUPERMAN

	Come on, man -- up, up and away!



EXT. SPACE



The Eradicator ship SCREAMS through the clouds, racing toward a

land mass.



			ERADICATOR

	I'm attempting a cross-relay with my

	trans-net. Should take approximately

	thirty minutes.



INT. ERADICATOR CRAFT



Superman punches at the control panel.



			SUPERMAN

	We don't have thirty minutes! We're going

	down now! I did not come this far in life

	and cheat death just to die in what's

	essentially a plane crash!



			ERADICATOR

	Ah -- never mind. Here we are.



The Eradicator comes back on line, as the craft's interior lights

come back up.



EXT. COAST CITY - NIGHT



Just in time to pull its nose up, narrowly missing a violent

impact with the ground, and coming to a rocky landing in the midst

of a desolate city.



INT. SKULL SHIP BRIDGE



Brainiac and L-Ron stare up at the view screen.



			BRAINIAC

	Lock onto the signal. We'll follow it to

	the source.



The mapping system disappears, replaced by "SIGNAL LOST."



			L-RON

	What the...?! Where did it go?!?



			BRAINIAC

	It's cloaking itself -- it's on its way

	here, to Metropolis. It means to enter

	the city undetected to revive the

	Kryptonian's body.



			L-RON

	Then surely the League of Nations search

	teams will pick it up on radar...



			BRAINIAC

	I'm leaving nothing to chance. It may be

	cloaked now, but cloaks are simple

	encryption programs.

		(to L-Ron)

	Break its code. Do not fail me, little

	robot!



EXT. COAST CITY - NIGHT



Superman and the Eradicator climb out of the flying craft.

Superman hugs the ground, sweating bullets, breathing heavily.



			SUPERMAN

	Is this... your idea... of preserving my

	life?!



			ERADICATOR

	It would appear that Brainiac has

	rendered the device tamper-proof. The

	anti-technology is beyond my

	comprehension. The hardware...



			SUPERMAN

		(standing up)

	Provide by Luthor... That's why he moved

	his space station.

		(chuckles)

	Lois was right -- that story was up my

	alley.



			ERADICATOR

	You dream of this Lois, when you were in

	the resuscitation chamber. She was

	without clothes...



			SUPERMAN

		(cutting him off)

	I remember... thanks.



			ERADICATOR

	You would have her -- as Jor-El had Lara?



			SUPERMAN

	I would. But she has trouble... having me.



			ERADICATOR

	And this disturbs you?



			SUPERMAN

	It has its drawbacks, yes.



			ERADICATOR

	I've ascertained that the inhabitants of

	this planet hold you in high esteem. I

	don't see why the affection, or lack

	thereof, of one matters -- in respect to

	the multitude who show you allegiance.



			SUPERMAN

		(beat)

	That's something I've been dwelling on

	since I came back. And I think I've come

	to a truth that I've never wanted to face

	before...

		(steels himself)

	Yes, I do it all for the multitude. But

	when I save lives, or fight for the weak,

	I'm saving one life, fighting for one

	person -- again, and again, and again.

		(beat)

	It's her -- don't you see? She represents

	all of them -- their hopes, their

	fragility, their passion. And if I ever

	feel like no matter how much I do, it's

	not enough, I think of Lois. And then,

	I'm off, faster than a speeding bullet to

	be Earth's champion... but always hers

	first.



			ERADICATOR

	This does not compute.



			SUPERMAN

		(touches Eradicator's head)

	That's because it's not about this...

		(touches his own heart)

	... it's about this.



Suddenly, an explosion is heard. Superman reacts, racing toward

the sound. The Eradicator follows.



EXT. BURNING BUILDING - NIGHT



An APARTMENT BUILDING has caught fire. Tenants pour out of the

building. Then, SCREAMS FOR HELP can be heard. Superman looks up.



			SUPERMAN

	No!



From their windows on the second and third floors, tenants call

out for help, trapped.



Superman takes his classic stance and attempts to blow super-

breath, forgetting his lack of powers. He appears crestfallen for

a moment, then looks to the Eradicator.



			SUPERMAN

	Bust that fire hydrant open! Now!



The Eradicator offers him a puzzled look.



			SUPERMAN

	Do it!



The Eradicator kicks a hydrant open and water begins spilling onto

the street. Superman soaks himself in it from head to toe.



He races off, leaving the Eradicator standing there.



Superman gets to the front of the building. Flames already block

the front door. He moves toward the flames, then pulls back,

overcome by the heat. He stares at the flames for a second,

shocked. His face says it all: he's afraid. He slams his eys shut,

as if willing his fear away. He then covers his face and leaps

through the wall of fire.



The Eradicator's eyes go wide.



			ERADICATOR

	I just don't understand that boy.



INT. BURNING BUILDING



The powerless Superman emerges from the flames, landing on the

other side, singed, but otherwise okay.



He heads up the stairs of the fast-flaming complex, and bangs on

the doors. Frightened people emerge, coughing.



			SUPERMAN

	Everything's going to be fine! I'm going

	to help the kids out first. Just stay

	calm!



Superman scoops up two children. A WOMAN grabs him by the

shoulder.



			WOMAN

	What about the rest of us?!



Superman looks from the Woman to the rest of the people in the

now-crowded hallway. He's given pause -- can he do this? He shakes

it off...



			SUPERMAN

	I'll be back! I promise.



And down the stairs with his precious cargo he charges.



EXT. BURNING BUILDING - NIGHT



Superman leaps through the wall of flame, cradling the children in

his arms. He moves through the crowd outside, rushing the kids to

the Eradicator, who wraps them in the wet blankets.



			ERADICATOR

	Have you lost sight of the fact that you

	are now as vulnerable to those you seek

	to aid?



			SUPERMAN

	I can't just stand here like you and

	watch!



Then, the WINDOWS BLOW OUT of the bottom floors. People scream

from the second and third floor windows.



Superman lets out a defeated howl. He looks to the Eradicator,

desperate. They lock eyes. The Eradicator steps back, and morphs

into a dazzling display of body armor.



			ERADICATOR (V.O.)

	Climb in.



Superman eagerly jumps inside the suit.



			ERADICATOR

	This will enable you to duplicate any of

	your former powers.



			SUPERMAN

	You didn't think to suggest this earlier?!



			ERADICATOR

	And patronize your messiah complex

	further?



The suit seals itself around Superman, concealing his identity,

and lifts into the air. They make a bee-line to the top floor

windows.



INT. APARTMENT



The Supersuit bursts through a wall, giving the now-literal Man of

Steel access to the top floor.



SUPERMAN'S POV



As the suit simulates his former X-RAY VISION. We see THROUGH a

wall, where a frightened family cowers.



BACK TO SCENE



Lasers shoot from the eye-pieces of the suit, cutting through the

wall. Superman steps through the hole. The family looks up,

transfixed.



			SUPERMAN

	Sorry I'm late. Shall we?



EXT. BURNING BUILDING - NIGHT



Superman gently sets the family down on the street where they're

greeted by FIREMEN, who are hosing down the building.



Superman trains his heat vision on the generator, repairing the

damage. The power on the block comes back on, and the people

cheer.



			CHIEF

	What do they call you, man?



			SUPERMAN

	Huh?



			CHIEF

	You're one of those super heroes, right?

	What do they call you, so I don't look

	like an idiot when I tell the press some

	guy in a robot suit saved a lot of people?



			SUPERMAN

		(beat)

	Just tell them... I'm back.



And as the people cheer, Superman leaps into the sky, rocketing

out of sight.



			CHIEF

		(calling after him)

	Who's back?!?



EXT. SKY - NIGHT



With the aid of the Eradicator suit, Superman soars again,

maneuvering gracefully.



			ERADICATOR (V.O.)

		(ECHOING within the suit)

	Where are we going, Kal-El?



			SUPERMAN

	Metropolis.



			ERADICATOR

	Is there ever a moment's peace with you?

	In this form, you're monopolizing energy

	that was chiefly powering my cloaking

	field.



			SUPERMAN

	Shut it down.



			ERADICATOR

	What?! Brainiac will detect us.



			SUPERMAN

	Let him. I want him to know that I'm

	coming.



The pair-as-one head east, hellbent.



INT. SKULL SHIP



L-Ron bangs at the keys of the main computer. Then, a flashing

image and SHRILL BEEP come up on the view screen.



			L-RON

	Uh... my Liege, I think I cracked the

	code.



			BRAINIAC

	You have the technology's position?



			L-RON

	It's three hours west. And heading toward

	us at an alarming rate.



INT. DAILY PLANET - CITY ROOM - NIGHT



LexCorp security, now decked out more like soldiers, topple file

cabinets, and rifle through desks. Perry shouts in Lex's face.



			PERRY

	Great Caesar's ghost, you're going to

	have the biggest lawsuit on your hands

	when I get through with you! Brainiac's

	emissary or not, you've got no right...!



			LEX

	I've got every right, White...

		(holds out writ)

	National security. Lois Lane and James

	Olsen are under suspicion of engaging in

	espionage and propaganda that threatens

	not just this country, but the world.



He tosses the writ at Perry.

	

			PERRY

	This is a newspaper, for the love of God!

	We don't trade in propaganda! We print

	the news!



			LEX

	Then print this, old man: by order of the

	authority given Brainiac by the World

	Congress while this planet is under his

	protection, Lane and Olsen are hereby

	charged with sedition and insurrection!

	And unless you want to be charged with

	aiding and abetting known felons, I'd

	suggest you divulge their whereabouts!



INT. CLARK KENT'S APARTMENT - NIGHT



On the mantle, we see a picture frame containing a photo of Lois

and Clark at a press junket.



Lois picks it up, looking at it. Jimmy is behind her, his laptop

set up on a table. He taps away at the keys.



			JIMMY

	I'm sending the picture of the

	holographic projector to every news

	service and paper on the net. They should

	have it in seconds.

		(off computer)

	Hey, look at this, Miss Lane.



ON COMPUTER



A news story accompanied by a murky image of the Eradicator suit

leaving the burning building in L.A. Jimmy reads from the screen.



			JIMMY

	Some sort of hero saved a building full

	of people from a fire out in Coast City.

	When asked for an identity, he replied,

	'I'm back.'

		(looks to Lois)

	You don't think...?



			LOIS

	No. And neither should you.



			JIMMY

		(beat)

	Kind of weird, us being here in Mr.

	Kent's apartment, Miss Lane.



			LOIS

	Best place to lay low until tonight.

	Nobody'd think to look for us here.

	Besides, I don't think Clark would mind.

	He won't be needing it anymore.



			JIMMY

	You can't think like that, Miss Lane.

	Clark may be fine.



			LOIS

	I wish I shared your sense of optimism.



			JIMMY

		(stops typing)

	That's something I've been meaning to ask

	you about. From the start of all this,

	you've never believed Lex or Brainiac --

	especially the part about their

	connection to Superman. How do you know

	it's not the truth?



			LOIS

		(off photo)

	Gut feeling, kid. Journo's instinct.



			JIMMY

	I mean, we know the armada story is all

	bull, but what if what Brainiac said

	about Superman was true?



Lois puts the picture frame down and pulls Clark's jacket from off

a chair, holding it close to her body.



			LOIS

	C'mon, Jimmy. You're talking about

	Superman here.



As Jimmy speaks, Lois inhales Clark's jacket deeply. She tears up

a bit.



			JIMMY

	Yeah, but what did any of us really know

	about him?



			LOIS

	Not enough.



As Jimmy speaks, Lois finds a pair of Clark's glasses.



			JIMMY

	Superman and Brainiac both came from the

	same planet, they both have these powers.

	All I'm saying is, what if they meant to

	conquer Earth together, you know? After

	all, the guy was an alien.



			LOIS

		(reels on him)

	Would you shut up, already?! Clark gave

	his life fighting that thing! He loved

	this planet! He cherished the people! And

	you sit here, throwing out this... crap...

	about how he might have been in league

	with a scumbag like Luthor!



Jimmy looks down, cowed. Lois breaks down.



			LOIS

	I lost everything when I lost him! And

	now he's not here, and I never got to

	tell him how much I wanted to say 'yes'

	that night!



Lois has worked herself into a crying frenzy. Jimmy looks on,

stupefied.



			JIMMY

	I'm sorry, Miss Lane. I didn't mean

	anything by it.



			LOIS

		(sniffles)

	It's all right. It's just nerves.



			JIMMY

		(beat)

	You said 'Clark.'



			LOIS

	Huh?



			JIMMY

	You said, 'Clark gave his life fighting

	that thing.'



Lois freezes, a little panic on her face. She looks at Jimmy.

Jimmy looks at her, shocked by what he sees in her face. He knows.

Then, he smiles kindly.



			JIMMY

	I'm sure you meant to say Superman.



Lois looks at him, and nods slowly.



			LOIS

	Yes. Yes, I did,



They look at one another and nod. The secret's safe. Jimmy hands

Lois a remote and picks up a gym bag.



			JIMMY

	I've patched the camera in. This is all

	you need for broadcast. Just press this

	when you're ready.



			LOIS

	You've got twenty minutes.



			JIMMY

	It's business as usual, Miss Lane. You

	take care of the text...

		(slaps bag)

	... and I'll take care of the visuals.



INT. SKULL SHIP - NIGHT



Brainiac and L-Ron monitor the view screen. Lex enters, escorted

by Misty.



			LEX

	We've had a slight problem. A reporter --

	she may have accessed information about

	our 'armada'.



			BRAINIAC

	This charade no longer concerns me.



			L-RON

		(off view screen)

	It's about twenty minutes outside of the

	city, my liege -- and closing fast.



Lex looks to Misty, curiously.



INT. CLARK KENT'S APARTMENT - NIGHT



Lois stands before a video camera, which is plugged into Jimmy's

laptop. She points her remote at it.



			LOIS

	I'm ready for my close-up, Mister DeMille.



She presses the button on the remote, and the camera's red light

goes on.



EXT. METROPOLIS SKYLINE - ON GIANT SCREEN TV



On the giant screen atop WGBS, the visual of Lois phases in

through STATIC.



INT. SKULL SHIP - ON VIEW SCREEN - SAME TIME



Lois pops up as well.



EXT. APPLIANCE STORE WINDOW - SAME TIME



All the TV's show Lois as well. People stop and listen as she

speaks.



			LOIS (V.O.)

		(televised)

	People of Metropolis --



EXT. SKULL SHIP - NIGHT



Armed LexCorp soldiers patrol the front of the building. A flash

of black swoops pass, leaving them gunless and perplexed.



INT. SKULL SHIP



Lex moves closer to the view screen, shocked.



			LOIS (V.O.)

		(televised)

	For weeks, we've watched the skies,

	dreading an invasion from aliens. But the

	real invasion took place when Superman

	died. He was not the minion of Brainiac.

	He died fighting the minion of Brainiac.



EXT. METROPOLIS STREETS - NIGHT



On a lightpost hangs a "MANIAC FOR BRAINIAC" sign, similar to the

T-shirt. Another flash of black whooshes by, and the sign

sprinkles to the ground, shredded.



EXT. LEXCORP BUILDING - NIGHT



Jimmy sneaks behind a trio of smoking LexCorp soldiers and into

the building.



INT. CLARK KENT'S APARTMENT - NIGHT



Lois addresses the camera.



			LOIS

		(beat)

	I do not carry any torch that Superman

	may still be alive. I watched him die,

	protecting our world one last time. But

	his spirit is still alive.



EXT. DAILY PLANET BUILDING - NIGHT



There are a pair of flags hanging outside the building -- one

American, one Brainiac.



A black gust of WIND TEARS through and only the American flag

remains.



INT. SKULL SHIP



Lex is riveted on Lois, nervously. Brainiac regards the screen

angrily.



			LOIS (V.O.)

		(televised)

	It's alive in those who always saw

	through Brainiac's lies.



EXT. APPLIANCE STORE - NIGHT



The small crowd gathered outside watching Lois have their coats

and hair blown to the right, as a black GUST WHIPS past them.



EXT. LEXCORP ROOFTOP - NIGHT



Jimmy pops out of the rooftop door and rushes to the POWER SHED.

He pulls a BOLT CUTTER from his bag and pops the lock.



INT. GENERATOR SHED - NIGHT



Along the wall, hang a series of POWER GRIDS, all matched by huge

lever. Jimmy pulls a schematic from his bag, looking for the right

switch.



			JIMMY

	Just keep talking, Miss Lane.



EXT. METROPOLIS STREET - NIGHT



A couple of kids on skateboards jump a curb. One of the pair wipes

out, and is about to hit the asphalt when something catches him,

puts him back on his feet, and is gone. The kid looks around to

see nothing.



INT. DAILY PLANET CITY ROOM - NIGHT



Perry and the reporters watch the ceiling-hung TV.



			LOIS (V.O.)

		(televised)

	It's alive in all of you watching this --

	to whom I say, the Armada is a hoax.



And outside the window, something whips past the WINDOWS, RATTLING

them. Perry rushes to the sill and pops his head out, looking

around.



INT. CLARK KENT'S APARTMENT - NIGHT



Lois wraps it up for the camera.



			LOIS

	So I urge you -- the people of Metropolis

	-- go outside, look to the skies. For

	tonight we reveal the lie sold to you by

	Brainiac and Lex. Because if...

		(chokes up)

	... if Superman...

		(gathers herself)

	... if he were here, he would have done

	this for us. Since he's not, we do this...

	for him.

		(stands with a fist)

	For Superman!



EXT. LEXCORP BUILDING - NIGHT



Jimmy tries to figure out which lever will shut down the

holographic projector from the schematic. He shrugs...



			JIMMY

	For Superman.



... and starts throwing every lever.



EXT. CLARK KENT'S APARTMENT - NIGHT



Lois emerges, looking to the LexCorp Building, where -- floor-by-

floor, from the ground up -- the power's going off. She then looks

up at the "Armada."



EXT. METROPOLIS - NIGHT



People emerge from their buildings, looking up.



INT. SKULL SHIP



Brainiac, Lex, and  Misty watch this on the view screen. L-Ron man

the computer.



An ALARM GOES OFF on the control panel.



			L-RON

	The LexCorp Building's power is being

	shut down.



			LEX

	Losing power...?



Lex's eyes go wide. He barks into a walkie-talkie.



			LEX

	All LexCorp troops -- quell any uprising

	around the buildings. And get a team to

	the roof! Now! Use of force permitted!



INT. GENERATOR ROOM - NIGHT



Jimmy comes to the last switch.



			JIMMY

	Had to be the last one, didn't it?



He throws it.



EXT. LEXCORP ROOFTOP - NIGHT



The holographic projector shuts down.



EXT. SKY OVER METROPOLIS - NIGHT



And the visual of the "Armada" shimmers momentarily, then

DISAPPEARS FROM VIEW, for good.



EXT. LEXCORP BUILDING - NIGHT



Lois joins the mass of people gathered, staring up at the sky. She

lets out a victorious howl.



EXT. LEXCORP ROOFTOP - NIGHT



Jimmy steps out of the shed and looks up, smiling. He leaps into

the air, echoing Lois's victory howl.



Then the rooftop door explodes. LexCorp soldiers pile out, racing

at Jimmy, rifles drawn. The soldiers train their sights on him and

begin FIRING. Jimmy dodges bullets, chased to the edge of the

roof. His footing slips, and he falls, plummeting to his death.



EXT. LEXCORP BUILDING - NIGHT



Jimmy falls toward the crowds below, screaming. Until...



Something swoops in and catches him, ten floors from the pavement.



			SUPERMAN

	You're nowhere near a pool to be diving

	like that, kid.



Jimmy opens his eyes to see... Superman (clad in the Eradicator

Suit). But with the cowl-like nature of the Suit's head-piece,

Jimmy doesn't recognize him.



			JIMMY

	Holy shit! Who are you?!?!



Superman swoops to the ground, setting Jimmy down in a back alley.



			SUPERMAN

	Where's Miss Lane?



			JIMMY

	On the streets somewhere. I'm supposed to

	meet her out front.



			SUPERMAN

	Find her and both of you get to safety.

	This city's oppressors are about to feel

	my wrath.



He breaks into takeoff position. Jimmy rushes to him.



			JIMMY

	WAIT!



Superman stops. Jimmy hands him the LexCorp disc.



			JIMMY

	This might come in handy.



Superman nods, and inserts the disc into the suit. he takes to the

skies again, leaving Jimmy staring up, confused.



EXT. METROPOLIS - NIGHT



People cheer at the Armada-less skies, but angry mobs start moving

toward --



EXT. SKULL SHIP



Crowds swarm the building and the LexCorp soldiers outside. The

soldiers fight the crowds back, toward nearby Metropolis bridge.



INT. SKULL SHIP



Lex stares up at the rooftop skylights, seeing no "Armada." He

shrugs to Misty.



			LEX

	There goes my bid for mayor.

		(to Brainiac)

	That feed only went as far as Metropolis

	-- there's still time to contain this!



			BRAINIAC

	You are the one facing public furor here,

	Luthor -- not I.

		(mimes gun to head)

	Pow, as you say.



Lex glares at Brainiac and nods.



			LEX

	You've yet to learn the most important

	lesson of American history -- always have

	a patsy. I won't be taking the rap for

	this, my alien friend -- you will.



Brainiac regards him curiously. Lex nods to Misty.



			LEX

	Shut him down.



Misty presses a button on a remote control.



EXT. SKULL SHIP POWER GRID - NIGHT



A red light flashes on a panel. An ENGINEER nods.



			ENGINEER

	PULL THE PLUG!



A team of engineers disengage the POWER CABLES that Brainiac used

to 'feed' into the Earth's core.



INT. SKULL SHIP



Five LexCorp Soldiers enter as the Skull Ship power dims. Brainiac

looks around, panicked.



			LEX

		(smiling)

	I've disengaged your power source. Learned a few things

from the diagnostics scanner I'd loaded onto that rocket. Feeding

off the planet's core to maintain your form -- no, no, no. Lunch

hour's over.



Brainiac goes into paroxysms, convulsing. Lex smiles victoriously

as the alien weakens. Then, cables erupt from Brainiac's form,

locking onto five Soldiers, and then Misty -- as Brainiac absorbs

their energy (much as Brainiac had done in the first scene). Lex

moves slightly toward his Valet, but then freezes, watching wide-

eyed as the group -- now drained -- fall to the ground as burned

husks. Fully energized, Brainiac stands erect, the cables

retracting.



			BRAINIAC

	Enough with the appetizers. Onto the main

	course!



Brainiac grabs Lex by the throat. Lex smiles.



An alarm goes off on the control board.



			L-RON

	We're under attack. Violent crowds have

	gathered here and at LexCorp.



			LEX

	Ah, the fickle masses -- how quickly one

	can become the focus of ire of the vox

	populi. If they access the building,

	they'll tear you limb from limb.



			BRAINIAC

	Nonsense. I'll crush these fleshy

	nuisances as easily as I crush you.



			LEX

	Powered merely by the life-force of a

	girl and some per-hour grunts? Somehow I

	doubt it. However, if you holster your

	pistols, I'll hook you back up into the

	core. Then you can crush whomever you

	like... except your ol' partner. Agreed?



			L-RON

		(to Brainiac, quitely)

	We will need all the energy we can get

	for our confrontation with the Eradicator,

	sire.



			BRAINIAC

		(releases Lex)

	Agreed.



			LEX

		(into walkie-talkie)

	Plug him back in.



			BRAINIAC

		(to L-Ron)

	Disengage the ship. I'll teach the apes

	to fear their god!



			L-RON

	That doesn't make sense! The Eradicator 

	is within minutes of the Citadel -- we

	should concentrate our efforts on that,

	not the Earthlings!



			BRAINIAC

	Do as I command!



Exasperated, L-Ron mans the controls.



			BRAINIAC

	Our location matters little. The

	technology is coming to me, regardless.



EXT. SKULL SHIP - NIGHT



The SKULL SHIP disengages from Metro Towers, taking off.



EXT. SKY - POV SUPERMAN - NIGHT



On a digital readout screen, we see the Skull Ship moving toward

the distant bridge.



Superman flies, with the aid of the Eradicator suit.



			SUPERMAN

	It's heading for the bridge. Now so are

	we.



			ERADICATOR (V.O.)

	I was afraid you'd say that.



			SUPERMAN

	Then you'll have to excuse me, because

	it's been some time since I've been able

	to say this...

		(hero voice)

	This looks like a job for...



			ERADICATOR (V.O.)

	May we just proceed, please?



EXT. METROPOLIS BRIDGE



The LexCorp troops have chased the angry mobs back onto the

bridge. In the distance, the Skull Ship approaches from the sky.



INT. SKULL SHIP



Brainiac turns to L-Ron.



			BRAINIAC

	Fire.



EXT. METROPOLIS BRIDGE - NIGHT



The Skull Ship BLASTS a LASER at the Bridge's suspension cables.

The bridge begins to snap and crumble.



ON BRIDGE



The massive crowds, including LexCorp troops, rush to the side of

the bridge, hanging on for dear life.



The bridge begins to fall into Metropolis Bay...



But look! Up in the sky! It's a bird! It's a plane! Superman, in

the Eradicator suit, swoops in, grabbing the suspension cables. He

pulls with all the suit's strength, trying to keep the bridge from

falling.



INT. SKULL SHIP



Lex stares at the view screen, perplexed. L-Ron looks to Brainiac.



			BRAINIAC

	Did I not tell you it would come to me?



			L-RON

	I'm getting another reading from it -- a

	biologic.



			BRAINIAC

	Yes -- the Kryptonian. It would appear

	the Eradicator has succeeded in

	resuscitating him.



			LEX

	Wait a second... who?!?



EXT. METROPOLIS BRIDGE - NIGHT



Superman strains, holding the suspension cables.



On the land-locked side of the bridge, Lois emerges from the crowd

that stares up at the costumed spectacle. Transfixed, Lois shakes

her head, bewildered.



The crowd slides down the unstable bridge, holding on to anything

they can.



Superman continues to strain, as does the suit.



			SUPERMAN

		(to Eradicator)

	Amplify... my voice!



The crowd runs toward the land-locked sides of the bridge.



Superman's voice booms out at them, as if through a bullhorn.



			SUPERMAN

	PLEASE... CLEAR OFF THE BRIDGE... AS

	QUICKLY... AS POSSIBLE!



The bridge cleared of people, Superman lets the cables go, and the

entire structure COLLAPSES into Metropolis Harbor.



Superman hangs in the air, surveying the crowds on the shore.



			SUPERMAN

	We did it! We saved them!



			ERADICATOR (V.O.)

	What's this 'we' nonsense?



Then, a LASER BLAST shoots past them. Superman reacts.



The mid-section of the Skull Ship jettisons, becoming an

independent craft. Claws jutt out, grabbing the Man of Steel.



INT. ATTACK CRAFT



L-Ron man the controls. Through his windshield, we can see

Superman struggling.



			L-RON

	I've got him!



INT. SKULL SHIP



Brainiac watches the action on the view screen. L-Ron's voice is

heard over the loud-speaker.



			L-RON (V.O.)

	Jeez, is he a slippery sonova...



			BRAINIAC

	Quickly -- inject the anti-technology.



INT. ATTACK CRAFT



L-Ron punches a button on his control board.



EXT. METROPOLIS SKYLINE



While Superman fights to free himself from the craft, a syringe-

like arm shoots from the craft into the suit, sending a charge

through it. The Eradicator shuts down.



			SUPERMAN

	E -- what's wrong?!



INT. SKULL SHIP



Brainiac is delighted by what he watches. Lex is puzzled.



			L-RON

	The technology's offline, my liege.



			BRAINIAC

	Excellent. Bring it to the loading bay --

	I shall withdraw the Kryptonian from the

	technology, personally.



			LEX

	Kryptonian?! Are you talking about

	Superman?! No, no, no -- Superman's dead!

	We killed Superman!



EXT. SKULL SHIP - NIGHT



The Attack Craft carries Superman-in-the-suit to the rear of the

Skull Ship.



			SUPERMAN

	Not again! Come on, man! Wake up!



			ERADICATOR (V.O.)

	Would you pipe down?



			SUPERMAN

	Why the hell didn't you say something?!



			ERADICATOR (V.O.)

	It's called playing possum, Kal-El. I'm

	not from Earth, and even I know that.

	Diverting power from X-Ray vision cells.

	Get ready.



We hear a SURGE OF POWER charge through the suit, and Superman

breaks free of the attack crafts grip.



INT. ATTACK CRAFT



Superman-in-the-suit peers through the windshield of the attack

craft. L-Ron freaks.



			L-RON

	Uh... Houston? We have a problem.



EXT. SKULL SHIP



Superman grabs the attack craft and swings it into the Skull Ship,

puncturing the hull.



INT. SKULL SHIP



Brainiac and Lex duck as the attack craft rips into the ship,

spilling L-Ron out at their feet. The ship grows dim, and a

massive power loss is heard.



EXT. NIGHT SKY



The lights on the ship grow weak.



INT. SKULL SHIP



Lex is in a panic. Brainiac and L-Ron tumble toward the control

board.



			BRAINIAC

	Lock onto that suit!



			L-RON

	I can't! We've had a massive surge! All

	systems are offline!



EXT. NIGHT SKY



Superman watches the Skull Ship falter. Then, something catches

his eye. Superman freezes.



Near the bridge below, Lois stares up at him, wide-eyed.



After a long beat, Superman-in-the-Eradicator suit moves slightly

toward her.



INT. SKULL SHIP



The lights come back up, full.



			L-RON

	Power back online, Lord Brainiac. Suit in

	sight.



			BRAINIAC

	Fire!



EXT. METROPOLIS SKY - NIGHT



From the Skull Ship, a LASER BLASTS, striking the Superman combo.

The pair go rocketing through the sky.



Below, Lois panicks as the mystery hero is blasted out of the sky.

Jimmy rushes up to her.



			JIMMY

	Miss Lane! I think... I think I saw...



Then Lois turns and dashes away.



			JIMMY

	Miss Lane! Wait! Where are you going?!



			LOIS

		(running off)

	I've gotta find something out -- once and

	for all!



INT. SKULL SHIP



Brainiac searches the view screen, fiercely.



			BRAINIAC

	Do not fail me, L-Ron! Where is the

	Eradicator?!



			L-RON

	The short has damaged our detection

	systems! I can't get a reading...



Suddenly, an ALARM SOUNDS. On the view screen, the graphic of the

tomb comes up.



			L-RON

	The tomb's been breached! It must be them!



			BRAINIAC

	Go!!



EXT. SUPERMAN'S TOMB - NIGHT



The tomb has indeed been breached. Two LexCorp soldiers lie on the

ground, knocked out cold. The doors are swung open. The beam of a

flashlight can be seen inside.



INT. SUPERMAN'S TOMB



Lois holds the flashlight in her teeth. She uses a crowbar,

slamming at the casket lock. It gives, and she stares at the

casket for a beat. She places her hands on it.



			LOIS

	I don't want to do it, Clark. If you're

	still in here, I don't think I'll be able

	to take it.

		(steels herself)

	But I have to know...



Suddenly, blinding light fills the small room. Lois drops the

flashlight and covers her eyes. She peers out from behind her

fingers to see...



L-Ron standing in the doorway, backed up by LexCorp soldiers.



			L-RON

	Peek-a-boo.



EXT. SKULL SHIP - NIGHT



The Skull Ship lands atop Metro Towers and again seals itself onto

the building.



INT. SKULL SHIP



Brainiac fumes at L-Ron on the bridge.



			BRAINIAC

	What do you mean you can't locate it?!?



			L-RON

	I can't get a reading on the technology

	anywhere.



			BRAINIAC

	Then who was in the tomb?!



The soldiers march Lois onto the bridge. Lex rushes her, grabbing

her by the collar.



			LEX

	Alright, Lane -- what the hell is going

	on...?!



Brainiac pushes Lex to the side and faces Lois.



			BRAINIAC

	You are the woman from the televised call

	to arms.



			L-RON

	This is the woman that held Superman's

	affections.



			BRAINIAC

	The Kryptonian?



			L-RON

	That's what the soldiers told me. They

	said whenever she was in trouble, he'd be

	there to save her. In turn, she gave him

	plenty of ink in the Daily Planet.



			BRAINIAC

	Is this true?

		(touches her hair)

	You harbor affection for the corpse they

	called... Superman?

		(beat)

	I killed him, you know...



Lois lurches forward at Brainiac, but is held back by the

soldiers. Brainiac is delighted, and then shocked.



			L-RON

	I'd take that as a 'yes.'



			BRAINIAC

	His weakness all along -- all I ever

	would have needed was this woman!

	Blocking out the sun, dealing with the

	insufferable Lex Luthor of Earth... a

	waste of Brainiac's time! I could have

	offered the woman's life in exchange for

	the technology. But now...



			LEX

	What the hell are you talking about?!?

	Superman's dead!!



			L-RON

	Good God -- when are you going to get it,

	ape-man? Superman lives.



			LOIS

	If that's true, Lex, I can promise you

	one thing -- he's going to kick your bald

	ass!



Lex rushes her, but Brainiac throws his back, motioning for the

soldiers to hold him.



			BRAINIAC

	Enough of these games!

		(grabs Lois's face)

	You will be the bait that draws the

	Kryptonian to me. And with him comes, too,

	the technology I seek.

		(to L-Ron)

	We still have a Thanagarian Snare Beast

	in the menagerie -- yes?

		(as L-Ron nods)

	Introduce him to the atmosphere here on

	Earth.



EXT. METROPOLIS STREET - NIGHT



The place is abandoned. There's not a soul in sight. Then, the

Eradicator suit crashes down, cracking the ground. The suit opens

and Superman falls out on his hands and knees. The suit morphs

back into the Eradicator. Superman is breathing heavy, sweating ,

exhausted.



			SUPERMAN

	You didn't see that blast coming?!



			ERADICATOR

	I had to divert all the power from my

	shields so you could play hero! And now

	there's a circuit malfunction from the

	effects of that anti-technology surge.

	I'm going to need time to repair

	internally.



			SUPERMAN

	How long's that going to take?! We have

	to get back out there and finish Brainiac!



			ERADICATOR

	Barring battles with killer spacecraft or

	the lifting of multi-tonned bridges --

	twenty minutes.



			SUPERMAN

		(sighs, calms down)

	I hate to say it, but I could use some

	time to heal myself.

		(rubbing muscles)

	This is the first time in... well, ever...

	that I feel completely exhausted. Except

	for that whole death thing.



			ERADICATOR

	You've touched on the precise factor that

	plagues me, Kal-El. Your life on Earth

	thus far has been spent as we have spent

	today -- saving lives, battling

	aggressors. Yet I would imagine that

	after your mortal trial, you would have

	reevaluated your role amongst the people

	of Earth.



			SUPERMAN

	I have, actually. Before I died, I have

	always felt like a... how do I say this...

	a stranger in a strangle land. I may look

	like them -- but I'm still... an alien.

	That always put distance between me and

	everyone else. But now I know I'm more

	like them than I ever thought.



			ERADICATOR

	In what fashion?



			SUPERMAN

	Before, I couldn't identify with their

	frailty -- now I honestly can. I've

	tasted mortality -- it's humanizing.



			ERADICATOR

	Your father would be proud.



Superman regards this with interest.



			ERADICATOR

	You could have been a god on this world

	-- enslaved it like Brainiac. But you

	never chose that path. Instead, here you

	sit -- musing over the possibility of

	death, between moments of saving this

	planet from its oppressor.



			SUPERMAN

	It's an antiquated notion -- but it

	really is better to serve than be served.



			ERADICATOR

	This is what marks the difference between

	your kind and mine -- we serve because we

	have to. You serve because you choose to.



			SUPERMAN

	The how do you explain Brainiac? He's one

	of your kind, but he's serving no one.



			ERADICATOR

	Inaccurate, Kal-El. He's serving himself.

	He has taken an aspect of humanity, but

	it's the worst one. And when a machine

	begins to feel -- positive or negative --

	then it ceases to be a machine, and for

	the good of all, it must be shut down. As

	you must shut down Brainiac.



			SUPERMAN

	Tough talk from a guy who only yesterday

	thought we should find another planet.



			ERADICATOR

	I can only point to the bad influence you

	have become.



Suddenly, light down on the pair. Superman looks up, shielding his

eyes.



EXT. METROPOLIS SKY - NIGHT



Shimmering against the sky is the holographic image of Brainiac's

face.



			BRAINIAC

	People of Metroppolis. You need no longer

	fear takeover by hostile aliens. The

	hostile alien is here. I claim your

	planet as my own.



EXT. LEXCORP BUILDING - NIGHT



Metropolitans cease celebrating and stare up at the image of

Brainiac.



			BRAINIAC

	Gone is the charade of the benevolent

	Brainiac. I have come to enslave your

	race! Your world has no champion to save

	you now! And to mark this historic night,

	I offer you a display of the price to be

	paid for rebellion.



INT. SKULL SHIP



Brainiac pulls Lois to him.



			BRAINIAC

	Tonight, Lois Lane -- the instigator of

	the anti-Brainiac call-to-arms -- will

	taste the might of my fury, as she is

	executed, for all to witness!

		(to Soldiers)

	TO THE MENAGERIE!



EXT. METROPOLIS STREET - NIGHT



Brainiac cackles against the night sky as he slowly fades.



Superman turns on the Eradicator, rising.



			SUPERMAN

	How are those circuits coming?



			ERADICATOR

	Not again.



			SUPERMAN

	Open up.



The Eradicator rolls his eyes, and reconfigures into the suit.

Superman leaps in, and it seals around him.



			SUPERMAN

	This may be the only chance I get to say

	this, but... thank you. For everything.

		(beat)

	Up, up, and away...



Off they rocket, into the night.



EXT. METROPOLIS SKYLINE - NIGHT



The sky lights up anew, with the image of the Skull Ship

Menagerie.



EXT. LEXCORP BUILDING - NIGHT



Jimmy and Perry watch wide-eyed as the imaghe in the sky depicts

Lois being dragged toward two huge doors.



			PERRY

	They're going to kill her! Somebody's

	gotta do something!



Jimmy looks up, smiles, and pats Perry on the back.



			JIMMY

	Somebody is, Chief. Somebody is.



EXT. METROPOLIS SKY - NIGHT



The holograph is "shattered" by Superman in the Eradicator suit,

soaring toward the Skull Ship Citadel.



INT. MENAGERIE



Two huge doors open revealing a darkened pit. The captive Lois is

ushered toward it by Brainiac, L-Ron, Lex, and the soldiers.



			LEX

		(to Lois)

	Oooh -- I don't even wanna know what's

	lurking in there. Should've kept your

	nose for news out of business that wasn't

	yours. It's a lesson you're going to

	learn as harshly as your ex-boyfriend.



Lois looks at Lex, wounded.



			LEX

	That's right -- you're not going to put

	this in any paper. Yeah -- I helped kill

	the Man of Steel! So what?!



Lois shakes her head, teary-eyed.



			LOIS

	You bastard.



She knees Lex in the groin. He doubles over, as Brainiac rounds

him to face her.



			BRAINIAC

	Save your energy, Miss Lane -- that

	maneuver will not have the same result on

	me. Do you have any last words for the

	viewers of the world?



Lois looks up sharply, as if she hears something. So does Lex.

Brainiac notices this and looks up as well.



EXT. SKULL SHIP - SUPERMAN'S POV - NIGHT



The roof of the Citadel is RUSHING TOWARD us. The SOUND is HUGE.



INT. MENAGERIE



There is the faintest sound of WHOOSHING -- as if something is

moving through the air outside, very, very fast. Lex looks up with

a mix of anxiety and confusion.



			LEX

	I know that sound...



EXT. SKULL SHIP - SUPERMAN'S POV - NIGHT



We're getting even CLOSER TO that roof, now. The SOUND is

DEAFENING.



INT. MENAGERIE



Then, through her tears, Lois smiles. Brainiac is puzzled as her

smile turns to laughter.



			LOIS

	Last words?!?

		(to Brainiac)

	You're dead meat, you f...!



EXT. SKULL SHIP - NIGHT



Superman in the Eradicator suit EXPLODES through the ROOF on the

Citadel...



INT. SKULL SHIP - NIGHT



... then through the ceiling of the bridge, and through the

floor...



INT. MENAGERIE - NIGHT



... and finally, through the ceiling over the assembled group's

heads.



			LOIS

		(under her breath)

	Baby...!



			LEX

		(under his breath)

	Shit!



			BRAINIAC

		(under his breath)

	Finally!



And when the dust cloud settles, there stands the indiscernible

Superman in the Eradicator suit.



			SUPERMAN

	Border patrol. I hear we've got an

	illegal alien here.



Brainiac holds his hand up, which reconfigures into something

pointy and deadly. He holds it to Lois's head.



			BRAINIAC

	Step out of my technology, Kryptonian. Or

	I get painfully intimate with the woman.



Superman makes an offensive move, but is interrupted.



			ERADICATOR (V.O.)

	No, Kal-El!



Lex, Lois and L-Ron look around for the source of the voice.

Brainiac smiles.



			SUPERMAN

	I can take him!



			ERADICATOR (V.O.)

	You can't. He's rendered himself electro-

	radioactive. If we touch him, the power

	surge will kill you... even within me.



The Eradicator opens, and Superman steps out. Lois tearfully

smiles. Lex goes wide-eyed. Superman looks at Lois. She moves

slightly toward him, but Brainiac pulls her back. Then, the suit

morphs into the Eradicator again, as all look on in wonder.



			BRAINIAC

	It's been some time, Eradicator, but here

	we are again -- the pride of Jor-El and

	the pride of Colu.



			ERADICATOR

	The killer of Krypton is more appropriate.



			BRAINIAC

	I have waited decades and searched

	galaxies -- all in pursuit of this moment.

	And now, you're mine.



			ERADICATOR

	It is your aim to absorb my technology

	and become all-powerful, I would imagine.



			BRAINIAC

	And they call me Brainiac.



He moves toward the Eradicator.



			ERADICATOR

		(steps back)

	But aren't you worried?



			BRAINIAC

	What could possibly worry me?



			ERADICATOR

	When I attempted interface with your

	ShadowCaster device I was contaminated.

	Temporarily shut down. What if the same

	thing happens when you attempt to absorb

	my technology into yours? What if your

	technology is too advanced to interface

	with mine?



Brainiac throws his head back, laughing. Superman looks to the

Eradicator, who offers him a reassuring wink.



			BRAINIAC

	You think it's advanced? The irony is how

	primitive it is compared to your own! You

	have no-doubt overthought on the

	ShadowCaster, when in reality, you should

	have approached it as a child's toy!



			ERADICATOR

	A child's toy?



			BRAINIAC

	Certainly! It's Earth hardware, crossed

	with my own Coluan technology -- its

	systems are so far beneath your own

	capabilities that a simple binary synapse

	would've bypassed any contamination

	factor.



			ERADICATOR

		(smiles)

	And they call you Brainiac.



The Eradicator quickly morphs back into the suit, grabbing

Superman and hurling the Man of Steel into himself.



			BRAINIAC

	For this insolence, I will erase your

	memory banks, machine!



			ERADICATOR (V.O.)

	I'm not a machine. You are.



The suit leaps into the air, rocketing out of the Citadel. Lex

looks around fearfully, and sneaks out a side exit.



			LEX

		(into cell phone)

	I want the jet fueled and standing by...

	now! The pajama-boy is back!



As Lex disappears unnoticed, Brainiac grabs Lois and shouts up at

the ceiling.



			BRAINIAC

	Hear me, son of Jor-El -- your guardian

	may have saved your life, but he just

	damned two more to hell!!!



Brainiac takes Lois to the two large doors that end the Menagerie.

As the doors open, Brainiac throws Lois into a dark pit. She

SCREAMS as she falls.



EXT. SPACE



Superman in the Eradicator races through the outer atmosphere,

heading toward the distant ShadowCaster.



			SUPERMAN

	What the hell are you doing?!? Why are we

	running?!?



			ERADICATOR (V.O.)

	Kal-El -- I think I've had what's called

	an 'epiphany'.



			SUPERMAN

	Really? That's excellent to hear. But

	we're getting FARTHER AWAY FROM RESCUING

	THE WOMAN I LOVE!!!



			ERADICATOR (V.O)

	Your passion is inspiring -- it has

	taught me something I'd thought far

	beyond my ability to comprehend. I must

	thank you, Kal-El -- you've imparted to

	me the wisdom of a life lived in service

	to others.



			SUPERMAN

	What are you talking about?



			ERADICATOR (V.O.)

	Were it not for your insight, I'd be no

	better than the machine that oppresses

	your world -- operating solely on the

	cold logic of what it's programmed to do.

	But now, I'm choosing to serve. Now -- I

	understand your commitment to this planet

	and its inhabitants... and I'm going to

	help you honor it.



			SUPERMAN

	You picked a hell of a time to tell me

	how you feel...

		(suddenly gets it)

	How you feel... No!



			ERADICATOR (V.O.)

	When a machine begins to feel -- positive

	or negative -- then it ceases to be a

	machine. It must be shut down... or shut

	down itself.



The Eradicator grabs a piece of itslef and pulls it off, which

morphs into a silver version of the familiar 'S'.



			ERADICATOR

	Take a deep breath, and remember to stay

	in the light.



Before he can react, the Eradicator separates from Superman. He

slaps the 'S' on his black suit, and lets him go, sending him

hurtling earthward.



			ERADICATOR

	Superman lives.



The Eradicator then rockets out of sight, as Superman free-falls

through space.



EXT. SHADOWCASTER



The Eradicator reaches the mammoth device and links into it. The

anti-technology sends shockwaves coursing through his body. He

fights against shutdown.



INT. SHADOWCASTER



CIRCUITS BLOW UP. TRANSISTORS EXPLODE.



EXT. SHADOWCASTER



It begins losing power. Sections of panel begin shutting down.

Sunlight begins pouring through in shafts.



The Eradicator begins to shift in shape, the anti-technology

coursing through his body. His form finally comes to rest on the

figure we've come to know him as most. His face forms a peaceful,

joyous smile.



Then, HE EXPLODES.



EXT. SPACE



Superman is plummeting to Earth. VISIONS SMASH CUT through his

head, like all of the life we've seen him lead: Lois at Mount

Rushmore, Lex on the rooftop of LexCorp, the Doomsday battle,

waking from the goo...



And still, he falls, coming closer to the planet. The VISIONS

CONTINUE; the Eradicator forming into a suit, catching Jimmy, the

strangling tentacles of the Skull Ship, the Eradicator in the

train station, and finally, Lois staring up at him from the

bridge. The Eradicator's voice echoes through his head.



			ERADICATOR

	... stay in the light.



Miles above Earth, Superman fires through our atmosphere, nearing

the ground faster by the second.



Then, one of the stray sunbeams from the shattered ShadowCaster

hits him full force. The ground races up to meet the Man of Steel,

as he absorbs a concentrated beam of solar energy. His face

tightens.



			SUPERMAN

	Yaaaaaaaahhhhhhhh!!!!



EXT. METROPOLIS - NIGHT



Mere yards from the ground, Superman stops falling in mid-air and

rights himself swooping upwards. While flying, he stretches his

muscles like he's just woken up after a loooooonnng sleep.



He zips past the huge billboard just outside of the city that

depicts him in his old suit, flying over greeting "WELCOME TO

METROPOLIS -- HOME OF SUPERMAN."



A knowing smile crawls across the Man of Steel's face. His powers

returned, Superman lives!



INT. SKULL SHIP



At the control board, L-Ron turns to Brainiac in a panic.



			L-RON

	The ShadowCaster is destabilized!

	Sunlight is getting through! And

	something is moving toward us at an

	alarming rate...



A SONIC BOOM ECHOES through the Skull Ship.



			L-RON

	Something pissed.



			BRAINIAC

	Let the whelp come.



Brainiac takes a seat on his throne. He closes his eyes, as the

helm lowers over his head.



			BRAINIAC

	I will deal with him... impersonally.



Brainiac shuts his eyes, as the HELM begins to WHIR.



INT. PIT



Lois squirms about in a mire of fiberglass-looking "webbing."



From the darkness above, an echoey growl is heard.



EXT. METROPOLIS PARK



The cape still hangs off the statue's extended hand., Then, a

black flash whips in and out of the frame, and the cape is no

longer there.



INT. MENAGERIE



Superman bursts through the ceiling again - now wearing his cape -

and through the many levels of the ships, still contained in the

single beam of light.



INT. PIT



He rockets through the ceiling of the pit, allowing the singular

shaft of light to follow. Suddenly, he's struck by a high-powered

stream of murky liquid from above, which knocks him out of the

light, and entraps him in the "webbing," beside the struggling

Lois.



			LOIS

	Baby!



			SUPERMAN

	Hey, kid. How about we get out of here?



Something huge and quick, drops from the shadows beyond the shaft

of sunlight, striking Superman.



The THANAGARIAN SNARE BEAST has grown. It resembles something of a

cross between a squid and a spider, but very bio-mechanical and

sleek. And now -- inhabited by Brainiac's consciousness -- it's

extra lethal as well. Brainiac's voice is heard, hissing from

somewhere within the creature.



			BRAINIAC

	SSSSSSSSSSSSUUUUUPERRRRRMAAAAAANNN!



It batters the Man of Steel, then moves quickly back into the

darkness. Superman's a bit dazed.



			LOIS

	Are you alright?!



			SUPERMAN

	I'm... I'm okay...

		(squints up)

	I just wish I could see what I'm fighting.



Then, the beast drops on Superman anew, its massive legs tearing

at him. Superman struggles free, bolting toward the shaft of light

to strengthen his powers, but the creature grabs hold of him,

pulling the Man of Steel back into the darkness.



Suddenly, the creature's underbelly opens, setting loose six

smaller, metallic versions of itself. Superman breaks free of the

beast and begins fighting the creatures off, smashing them

together, crushing them in his grip. We hear LOIS'S SHRIEK.

Superman reacts.



The micro-beasts crawl all over Lois. Superman uses his heat

vision to blast the CREATURES, which EXPLODE, hissing. Using his

powers leaves Superman a little dazed.



But the TSB is on him again -- its mid-section spreading to reveal

a primeval head. The BEAST brings Superman to its jaws while

letting loose an ungodly SCREECH. The pair violently tussle, the

beast's head and legs rising and striking, Superman blocking and

attacking. A leg shoots from the darkness and catches Superman by

the throat, pinning him against the web. The beast's jaws come in

close to Superman's face, preparing to gorge.



We see the strain on Superman's face, the veins in his neck and

head throbbing.



Then we see why -- Superman uses all of his strength to stretch

his fist into the just-out-of-reach shaft of light. He makes it,

charging himself.



The jaws of the creature almost on his head, Superman comes across

with a right hook that knocks the creature into the air.



Superman crawls into the sunlight, takes in as much as he can, and

leaps up at the beast, grabbing hold of the wildly flailing

creature. He flies it up and...



INT. MENAGERIE



... out into the full beam of sunlight.



			SUPERMAN

	You wanna hide in a bug... I'll crush you

	like one!



Superman begins mangling the beast.



Hooked into his helm, Brainiac convulses, feeling the pain of the

beating.



Superman grabs the head of the creature and pulls it off,

ferociously.



The MACHINE he's hooked up to EXPLODES from the feedback, and

Brainiac flees back into his own body, throwing the helm off. He

weakly tries to crawl away from the wreckage. Breathing heavily,

Superman grabs a hold of him, lifting Brainiac above his head.



			SUPERMAN

	You destroyed my homeworld! You killed me!

	And you forced my friend to give his life!



			BRAINIAC

	You... do not... take... lives... Th...

	that... is the... code... you...

	live by... Like... the Eradicator... I

	live...



			SUPERMAN

	No -- he was one of the most human beings

	I've ever known. You -- you're just a

	machine.



Superman punches his fist through Brainiac's chest and out his

back. Brainiac convulses, and 'dies'. Superman drops his mangled

form to the floor, where it reverts back to its most primitive

form -- some metal and circuitry.



INT. PIT



Superman flies to Lois' side.



			SUPERMAN

	Do I look tired? Because I feel tired.



			LOIS

	You look a little worn, yes. but right

	now, I have a million questions about

	what happened to you.



Superman pulls Lois from the web, and scoops her up into his arms.



			SUPERMAN

	Well maybe I can help shed some light on

	the subject.



Superman streaks up one of the shafts of light, Lois in his arms.



EXT. DAILY PLANET BUILDING ROOF -  NIGHT



Superman sets Lois down on the roof of the building.



			SUPERMAN

	Give me a sec, okay?



Lois nods. Superman leaps into the air, and is gone, leaving a

SONIC BOOM in his wake.



EXT. SPACE



Superman reaches the partially-functioning, sparking ShadowCaster.

He begins pushing the SHADOWCASTER, getting up some speed, until

he lets it go. It whips through space, until it hits the surface

of the sun and EXPLODES.



The device destroyed, sunlight pours through space and...



EXT. EARTH



... over the planet.



EXT. METROPOLIS - DAY



Sunlight is everywhere, filling the streets.



EXT. LEXCORP BUILDING - DAY



Lex emerges from his building, carrying two suitcases -- both

packed to the brim. He rushes toward his limo, looking up at the

new dawn.



			LEX

	Aruba -- Aruba's always excellent this

	time of year. I'll have all documentation

	involving Brainiac destroyed, while I

	down daiquiri's in the dunes, offering a

	steady stream of I-don't-remember's! Hell

	-- it worked for Reagan!



As Lex reaches for the limo door, Superman lands in front of him.

Lex shrieks.



			SUPERMAN

	'morning Luthor. Going somewhere?



			LEX

	Superman! Thank God! That alien cloned me

	like a sheep, and used my double to make

	it seem like we were in league!



			SUPERMAN

	You get points for originality.



Superman lifts Lex into the air.



EXT. DAILY PLANET BUILDING - DAY



On the ground, Superman lowers Lex into the midst of the POLICE.



			LEX

	Alright -- that's it! I want this

	vigilante arrested, now!



			POLICE #1

	On what charge?



			LEX

	Endangering a public figure, harassment,

	whatever!



			SUPERMAN

	I have a charge of my own, Officers --

	against Mister Luthor. A charge of

	espionage against the world government.

	Luthor utilized Brainiac for his own

	selfish gain, and had further designs on

	governmental extortion.



			LEX

	Unsubstantiated, gentlemen. Like you fine

	people, I was duped by that lying alien!

	While I do have suspicions that Superman

	himself was working in conjunction with

	Brainiac, I can assure you that there is

	zero proof that I was ever anything but

	an unwilling participant in...



Superman tosses the police the download disc from Jimmy. He

disappears momentarily, and returns in a flash with a laptop,

which he hands over to the police. They pop the disc in and look

from the computer screen to Lex. Lex glares at Superman.



			SUPERMAN

		(as Lex)

	"I just wanted to let you know who beat

	you, boy!"



Superman chuckles and takes off into the air. The Police stare

down Lex, angrily. Lex recoils.



EXT. METROPOLIS - DAY



Jimmy looks up and sees...



Superman -- winging his way toward the Daily Planet.



Jimmy nods, smiling.



			JIMMY

	I wonder if Mister Kent will be back to

	work Monday?



EXT. DAILY PLANET BUILDING - DAY



Clark Kent walks out onto the roof, where Lois has her arms

outstretched, soaking up the sun. He offers her a tube of

sunscreen.



			CLARK

	You might want to apply some sunblock.

	You look like S.P.F. 14.



			LOIS

	Pithy... to the last.



Lois spins into his arms, embracing him tightly. Clark hugs her

right back.



			CLARK

	Pithy -- who uses that word anymore?



			LOIS

	Oh God, I thought you were really gone.



			CLARK

	So did I.

		(beat)

	But I learned a few things -- I know what

	keeps me here, what keeps me doing what I

	do, what kept me from accepting the grave.

	It's you, Lois. Superman may look out for

	everyone, but he doesn't belong to the

	world -- he belongs to you.



Lois wells up.



			CLARK

	And you belong to me.



			LOIS

	I love you, Clark. Never leave me again.



			CLARK

	I won't, babe. I won't.

		(embraces her)

	From now on, I'm going to try to be more

	man than Super.



			LOIS

		(looks at him)

	Oh, Clark -- are you still dwelling on

	Mount Rushmore? Forget what I said --

	that was before the maniacal robots from

	outer-space killed you.



			CLARK

	Wait, wait, wait -- you're going to let

	something small like that alter your

	opinion? You? Lois Lane? Hard-bitten

	journalist for the Daily Planet?



			LOIS

	See, that's one thing you have to learn,

	Smallville -- a woman's allowed to change

	her mind at any given moment...

	especially after a bad week.

		(smiles)

	Now kiss me, dead man -- before I change

	my mind.



			CLARK

	Must you always have the last word?



Lois is about to respond, but Clark kisses her instead.



And everything goes back to normal in Metropolis.



INT. SKULL SHIP



The metal Brainiac symbol is picked up off the floor by a small,

metal hand. L-Ron deposits the remnant into his circuitry, and

looks at the camera.



			L-RON

	I know, I know. But I'm a glutton for

	punishment.



He whisks off, and out through the hole in the roof.