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Written by


Kevin Smith






No portion of this script may be performed, reproduced, or used by
 any means, or quoted or published in any medium without the prior
 written consent of Warner Bros.




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 are 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
 out side 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 likes 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 where of 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 to 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. H e
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 Shadow Caster 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 drop off.
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 to 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
 fall out 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 came 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 not 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
 event 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 folded 
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 the Eradicator 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 off world 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 Shadow Caster.



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 surface of 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 there of, 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 (Echoing V.O. 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 lap top 
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  (Televised V.O.) 
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 (Televised V.O.)
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 (Televised V.O.)
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 roof top 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  (Televised V.O.) 
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 no where 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 take off 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
s oldiers 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 image 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 Shadow Caster 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.

THE END
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d  d  d  Wd  Yd  `d  |d  ~d  d  d  d  ~e  e  e                             e  e  e  e  f  f  g  g  g  g  h  ;h  =h  Dh  sh  uh  h  'i  )i  0i  =i  ?i  ]i  _i  fi                             fi  i  i  9j  ;j  Bj  Sj  Uj  j  j  j  k  k  0l  2l  9l  l  l   m  "m  )m  m  m  m  Pn                             Pn  Rn  Yn  yn  {n  n  n  n  o  Oo  Qo  ]o  Mp  Op  dp  !q  #q  Bq  nq  pq  q  q  q  q  .r                             .r  0r  7r  r  r  r  r  r  s  s  s  s  t  t  (u  *u  3u  Su  Uu  Zu  ?v  Av  Hv  ^v  `v                             `v  ev  v  v  v  w  !w  Aw  w  w  w  x  x  x  x  x  x  cy  ey  ly  y  y  y  y  y                             y  y  Bz  Dz  Lz  z  z  z  z  z  z  {  {  {  J|  L|  e|  }  }  }  ;}  =}  D}  }  }                             }  }  %~  '~  .~  p~  r~  y~  ~  ~  ~  ~  ~      $  C  E  u  w    @  B  R  l                             l  n           C  E  K  ˃  ̓  Ճ              _  a  }  ҅  ԅ  ܅  \                             \  ^  d  {  }      Æ  
      h  j  r  |  ~    =  ?  G  l  n  t                                   M  O  U  Í  ō  $  &  5  q  s  y            P  R  v  R  T  Z                                                  X  Z  q                  l  n  u                                               "  @  B      ʘ      4      ̙        d  f    ٚ                             ٚ  ۚ        Л  қ  ٛ  A  C  J            Ŝ        +  -  4  U  W                             W  _                  X  Z  b                                                       W  Y  `  h  j  p        8  :  @  U  W  ^  ~          @  B                                     բ  ע  ݢ  6  8  ?              C  E  K  {  }  Ϥ  Ѥ    P  R  v                             v        å  ť    6  8  P                     F  H  h  ި                                   W  Y  {            &  ;  =  t  v          
    *                                               N  P  c              e  g              >  @  ^                             ^    ¯  ϯ      &        Y  [  z      
  $  &  c  e  y                                                     ĵ      
  p  r    
    4        ˷  ͷ    &                             &  (  r  t  {            "                  K  M  m  ǻ  ɻ  ݻ                             ݻ  ,  .  <  ҽ  Խ    I  K  Q  Ⱦ  ʾ              h  j                                                       4  6  F        t  v                                                   K  M                  !                  9  ;  J                                                  Z  \  n                                                         #  e  g                a  c  w                  6  8  J                             J            !                  
  )  +  5  S  U  h                                       1  3                      4  6  ;                                                 [  ;  =  P                (  p  r          !  #  v  x                                                                W  Y  f        %  '  .  7                             7  9  >                    
        b  d  |        x  z                                 
      Z  \  r        0  2  :  \  ^  h  O  Q  q        '  )  y                             y  {          !  )  ;  =        4  6        -  /  V  X  _                                                 
  ]  _  i  c  e                                                     8  :  I                                   H J                            J T E G Z                   	 	                            	 #	 %	 7	 	 	 	 	 	 
 
 
 
 
 @ B S    ! 0   B
                            B
 D
 S
 
 
 / 1 @   8 : D       b d s                                         #           B D N [ ]                            ] l   "    o      - 3 5 ? K N ` b n                               _ a n     
 : < I ~       w  y                                       ! ! )! q! s! ! ! ! ! ! ! " " " # G# Q# # # # # # V$ X$                            X$ b$ % % % M% O% Z% % % % & & v& x& & & & & A' C' N' c' e' r'                            r' ' ' ' ( ( ( ( ( ( -) /) <) ) ) ) ) * * * * >* @* R* *                            * * * + + + *, ,, 8, >, @, }, , , , , , - - - - - K. M. .                            . . . 0 0 0 0 0 1 Q1 S1 X1 1 1 U2 W2 ]2 2 2 3 3 3 4 4 %4                            %4 4 4 4 f5 h5 n5 5 5 5 5 5 6 6 27 7 7 7 8 8 "9 $9 .9 : :                            : $: F: H: R: : : ; !; #; *; X; Z; d; ; ; ; $< &< 0< < < = = =                            = = = w> y> >  ? ? ? ? ? ? =@ ?@ I@ j@ l@ x@ @ @ A ZA \A A A                            A A B B C C C <C >C JC C C C C C D D D D D D E E E E                            E E E F F F F F F G G G SH UH ZH H H H H H H H H =I ?I                            ?I EI J J J J J J K K K `L bL gL &M (M .M M M M M M M  N "N                            "N UN WN _N N N N N O O O O O O P P P [P ]P P P P Q Q !Q                            !Q Q Q Q R R $R 2R 4R S S S S S S T T T 8U :U U U U ]V _V                            _V V V V V V V 2W 4W W W W NX PX lX Y 
Y Y 2Y 4Y Y Y Y ,Z .Z                            .Z $[ &[ ,[ B[ D[ J[ y[ {[ [ [ [ [ \ \ \ +\ -\ `\ b\ g\ }\ \ \ \                            \ \ \ \ ] `] b] g] ] ] ] \^ ^^ d^ ^ ^ ^ ^ ^  _ -_ /_ S_ '` )`                            )` .` 7` 9` >a @a ^a a a a  b "b b b b b b c c c c c c 8d :d                            :d xd zd d d d d Le Ne Ye ie ke ye Bf Df Nf af cf of f f f f f g                            g g )g g g g g g h Jh Lh Vh {h }h h h h h j j j Lk Nk Uk }k                            }k k k k k l l vm xm m n n 4n 6n @n [n ]n mn n n n 
o o o =o                            =o ?o Lo o o o p 
p &p Np Pp [p p p q &q (q |q ~q q 1r 3r Pr r r                            r r r r 	s s s 4s 6s @s s s s  t "t .t t t t t t nu pu zu u                            u u u Bv Dv ]v v v v v v Hw Jw gw w w w w w w w w w x x                            x #x ?x Ax Nx y y +y y y fz oz { { { { { { | | 2| 4| | | |                            | F} H} R} W} Y} c~ e~ p~ ~ ~ ~ ~ ~ ~ ~    @ B [ ; = G                            G           σ у  
 0    W Y d                                 Æ Ά І   
 M O [    Ƈ ȇ T V i Ј ҈                                   6 < > E d f p v x  + - ? \ ^   Ќ ߌ   O                            O Q }      Ǎ H J T d f r    Ύ Ў   
                                  ŏ    8 : e        Α q s                                   B D k ? A H ̕ ݕ       , > V X ^ { }                              Η З ֗ l n v       ٙ ۙ          1                            1 3     Û ɛ ֛ ؛    ߜ                                         - / @ c e t       ֟ ؟ y {    Ӡ ՠ ۠                               \ ^ e ʡ ̡ ҡ    n p  ۢ ݢ  E G Q v x                                  .    ˤ ͤ   O     ] _ x    / 1 B                            B u w  W Y }  ! C    ک ܩ     K M ^   ƫ                            ƫ   &   ʬ G I h    % ' I  ! I      {                            { }  Ȱ ʰ а m ~    ( * I   ǲ ܲ ޲    ) Ƴ ȳ                                +         8 : ?   ܵ    , . ? A                            A b      3    + - M Ϲ ѹ ۹     ƺ   .                            . 0 : N P W      A C J Q S      * , E                                2 4 E    о # % / k      ¿ _ a                                    	 > @ J [ ]    8 : J      . 0                                            O Q j s u                                            0 2 M    B D P }                                  J L _ }     / M O Y ` b     s u                                  	  E G Q       I K e }     H J                                ) + ? [ ]   (         " D F P x z                            z              	 1 3 >      4                                        /   " $ 8       . 0 C                            C      , z |             % W Y c                            c j l  V X `         + - @ q s }                                  \ ^ f       q s  = ? G                                       3 5 H t v          k m s                                     ) _ a m ~   ) + 6 E Y     2 4 ; V X b                            b g i n       ` b      ^ k      )                            ) + 7 \ ^ l > @ L      : y     4 6 @ \ ^                            ^ j ~       / 1 Y [ g M O Z    ? A L                                   + - :    0 2 =    6 8 C ' ) < [ ] h                            h    $ & H         	          *                            * , Q    (  *  1              ^ ` r                                     f h             1 w y  4 6 ; Q S                            S     ; = R a ~     	 P R n                                    	  	 +	 -	 	 	 	 	 	 J
 L
 V
 
 
 
 
 
   ` b m ~                                 
 
 
 
 
 
 
 
 
 . 0 <                                        % D F S R T               9 ; E                            E      2 4 L    ^ `    w y     
                               }   _ a l        * @ B V   U W d                               9 ; H [ ]    d f |      # 0! 2! >! X! Z! "                            " " " " " " $ $ $ $ $ $ g% i% % % % % % % % % 9& ;& E&                            E& m& o& & & & ,' .' G' I' ' ' ' ( ( ( ) ) ) ) ) ) ) ) u+                            u+ w+ + + + , , , *, ,, 7, K, Y, , , 2 2 3 <3 >3 I3 3 3 B5 D5                            D5 O5 5 5 5 .6 06 ;6 }7 7 7 7 7 7 7 7 7 N8 P8 8 8 8 8 8 !9                            !9 #9 Q9 9 9 9 9 9 : 
: : <; >; K; b; d; ; ; ; ; _< a< f< K= M=                            M= = = = = = = O> Q> \> > > > 
? ? ? Q? S? ^? o? q? v? ? ? ?                            ? @ @ @ A A B B B B B \C ^C wC C C C "D $D JD D D D E E                            E !E 9E ;E E E E E E E E E E  F F F F G G G .G 0G 6G `G bG                            bG iG G G G G G uH wH ~H I I I I I I I I J !J J J J ?K AK                            AK HK K K K    y                                                                                                       K      
    /    !  @&  )  /  2  5  `;  >  [A  nC  G  SL  )Q  S  ~W  Y  	_  b  e  fi  Pn  .r  `v  y  }  l  \        ٚ  W      v      ^    &  ݻ          J         7    y      J 	 B
  ]    X$ r' * . %4 : = A E ?I "N !Q _V .Z \ )` :d g }k =o r u x | G   O    1    B ƫ {  A .        z  C c    b ) ^  h *  S    E   " E& u+ D5 !9 M= ? E bG AK K  	

 !"#$%&'()*Times New Roman