SUPERMAN LIVES

(un-produced working draft)

Written by

Kevin Smith
(reported by imdb to be rejected)

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.