SUPERMAN: RESURRECTION

FADE IN:

A STARRY NIGHT SKY – we PAN DOWN slowly on to a television set in a window, the night sky behind it.  A news report is in progress.

	ANCHOR:
Good evening.  Tonight: seven years since the disappearance of the man the press dubbed “the man of steel” and “faster than a speeding bullet”.  The magic and the mystery of Superman.

Images of SUPERMAN from the tabloid press appear.

	ANCHOR:
It has been seven years since the disappearance of the Metropolis’s greatest champion.  Faster than a speeding bullet, able to leap tall buildings in a single bound; the legend of Superman looms larger every year in the hearts of Metropolites and the nation as a whole.

A RUMPLED ACADEMIC appears.

	RUMPLED ACADEMIC:
Well, clearly Superman came to personify for us the classic heroic image.  In an age in which we are, perhaps, bereft of gods and champions; he provided us what may have been a spiritual necessity.  In other words, had Superman not existed, Metropolis would have had to create him.

	ANCHOR:
The sudden and mysterious disappearance of this famous hero mystifies some and captivates others.  And, like all mysteries, everyone has a solution.

A series of man-in-the-street interviews appear.

	MAN:
Well, I guess he got the job done and, you know, figured he wasn’t needed no more.

	WOMAN:
Maybe he just retired, got married or something…

	CHILD:
I think he went back to Mars, or Saturn maybe…

	ANCHOR:
Seven years on, the question of Superman’s fate, and perhaps ours as well, remains without an answer.  I’m Lois Lane for Channel 7 News Metropolis.  Good night.

We PAN UP slowly and then sweep past the screen into the night sky.

TITLES SCROLL over a background of stars.

As the TITLES end, we draw closer to a distant blue planet, which we slowly realize is Earth.  We close in on the blinding white light of the North Pole.

FADE TO:

HIGH ABOVE THE NORTH POLE.  Out of the sea of ice emerges a structure of jagged blocks, formed into a temple.  It is the Fortress of Solitude.

FADE TO:

INT. FORTRESS OF SOLITUDE

We travel through the great, cathedral structure of ice until we see a figure seated silently in a ring of jagged icicles, which stand at angles like bizarre stalagtites.  We end in a CU of CLARK KENT/SUPERMAN, his eyes closed in meditation.  He is dressed in normal, black clothing.  There is no trace of his blue and white costume.  Suddenly, his eyes open.

	SUPERMAN:
Speak, father.

Before him stands the shimmering image of his father, JOR-EL.

	JOR-EL:
Your planet grows restless.

	SUPERMAN:
Earth grows restless, my planet is no more.

	JOR-EL:
My son, how long will you mourn your lost people?

	SUPERMAN:
I do not mourn, father.

	JOR-EL:
You do mourn, my son.  You grieve in silence for that which is no more.

	SUPERMAN:
I seek only silence and peace.  There is no sin in that.

	JOR-EL:
Krypton is lost, my son.  This world is your world.

	SUPERMAN:
I take no joy in it.

	JOR-EL:
My son, I did not idly send you to this planet.  It was with a purpose.  Humanity must be guided, lifted up into the light.  You alone can fulfill this duty.

	SUPERMAN:
You did not know this world, father.  Not as I know it.  It does not want to be guided, nor uplifted.  And I am only one.  Even with all my powers, one man can never defeat all the evils of this world.

	JOR-EL:
It is not for you to defeat evil, my son, but nor are you free to desist from the battle.

	SUPERMAN:
There is no battle, father.  No war.  This world will exist as it always has, with me or without me. It has no need of champions.  Or of heroes.

	JOR-EL:
It has need of you, my son.

	SUPERMAN:
This world is not fit for a son of Krypton.

	JOR-EL:
That is not for you to decide.  Your destiny was sealed the day I discovered that our planet was dying.  Do not talk to me of sons of Krypton.  You, you are the last son of Krypton.  And if the fall of Krypton can aid in the ascension of this world, it will not have been in vain.  That is in your hands.

	SUPERMAN:
I fear, father, that you have seriously misjudged this world.

	JOR-EL:
If so, it is not the only thing I have misjudged.

SUPERMAN touches one of the crystals before him and the image of his father slowly fades away.  He closes his eyes and returns to his meditations.

CUT TO:

OUTER SPACE

A stange, oblong satellite is floating in the void.  A single, blinking red eye appears at the end.  Tumbling end over end, we see that it is making its way towards the Earth.  As it strikes the earth’s atmosphere, it begins to spark and flame.

CUT TO:

EXT. FARMHOUSE – NIGHT

A small farmhouse at the edge of a vast field.  A lone FARMER is sitting in a rocking chair on the porch, chewing on a stalk of grass.  Suddenly there is a massive thunderclap and the sky above lights up in a flash of fire and light.  A flaming meteor comes down from the sky and plows into the field before the FARMER’s stunned eyes.

He gets up out of his chair and runs to the edge of the smoldering crater.

CUT TO:

INT. CONTROL ROOM – NIGHT

TECHNICIANS are watching radar screens intently.  One of them suddenly sits up straight, his eyes going wide.

	TECHIE:
Boss!  Boss, get over here!

The MANAGER hurries over.

	MANAGER:
Whatcha got Smithee?

	SMITHEE:
Bogie, and a big one!

	MANAGER:
Intact landing?

	SMITHEE:
I don’t know, strong possibility.

	MANAGER:
Better call the big guy.

CUT TO:

INT. OFFICE – NIGHT

A phone rings on a hardwood desk.  We see LEX LUTHOR, the greatest criminal mind of our time, Chairman and CEO of LexCorp Industries, bald and imposing looking, pick up the phone.

	LUTHOR:
Luthor here.  (Pauses for answer.)  Where?

CUT TO:

EXT. FARM – NIGHT

A black Mercedes pulls up to the crater and LUTHOR gets out.  Men are working in the crater in contamination suits, klieg lights have lit up the site.  A suited man with a clipboard comes up to LUTHOR, it is his Chief of Operations, LAWRENCE FOX.

	LUTHOR:
Mr. Fox.
	
	FOX:
Good evening, Mr. Luthor.

	LUTHOR:
What have you got, Fox?

	FOX:
We don’t know yet, Mr. Luthor.  It was a massive impact, and we’re still in the process of clearing away debris.

	LUTHOR:
Who else knows of this phenomenon?

	FOX:
NORAD must have tracked it, but so far there hasn’t been any government interference.

	LUTHOR:
Who owns this property?

	FOX:
That gentleman over there.

He indicates the FARMER.  LUTHOR beckons and some of his men bring him over.

	LUTHOR:
You know who I am?

	FARMER:
I seen you on the television.

	LUTHOR:
How much do you think this field of yours is worth?

	FARMER:
Well, hard to say…

	LUTHOR:
I’ll give you ten million dollars for it.

Pause.

	FARMER:
	(completely deadpan)
Yeah, yeah, I figger that’d be alright…

They hear a commotion.  At the perimeter, LOIS LANE, microphone in hand, is trying to push through with a camera crew.

	LOIS:
Mr. Luthor!  Mr. Luthor!  Do you have any comment?

	FOX:
Mr. Luthor has no comment at this time!

	LUTHOR:
Good evening, Miss Lane.

	LOIS:
Hello, Lex.

	LUTHOR:
Informality.  I like that.

	LOIS:
C’mon Lex, what’s the richest man in Metropolis digging up in a wheat field?

	FOX:
Mr. Luthor has no comment!

	LUTHOR:
Sorry, Lois, the lawyer always knows best.

FOX pulls him away into the crowd.

	LOIS:
Dammit.

CUT TO:

INT. FORTRESS OF SOLITUDE

SUPERMAN is watching LOIS’s report projected before him.

	LOIS:
Apparently, the meteor’s impact was felt as far away as Gotham City, and the blast crater measures well over one hundred feet across.  At the moment, LexCorp workers are clearing away debris and attempting to ascertain exactly what caused this extraordinary phenomenon.

Government sources, however, are telling us that they tracked an unidentified flying object, most likely a meteorite, to precisely this spot moments before the blast, and they are operating under the assumption that this was the cause of the impact you see behind me.

A radar image of the trajectory appears, along with a bespectacled TALKING HEAD.

	TALKING HEAD:
The meteor came in at a tremendous speed, which was likely the cause of the enormous impact.  Our guess is that the object itself isn’t very large, or, at least, very little of a much larger object would have survived contact with the earth’s atmosphere.  We have extrapolated that the likely origin of the meteorite was at the very distant edge of our galaxy if not from another galaxy entirely.

A star map appears with an animated line tracing the meteor’s path. SUPERMAN suddenly looks up, astonished.

	LOIS:
At the moment, all of these theories are just that: theories.  But with LexCorp scientists working round the clock to discover the secrets of this strange event, no doubt some of these theories will be put to rest very soon…

SUPERMAN snaps off the projection.  He sits for a moment in contemplation, then rises out of his chair and walks over to the console of ice-crystals.  Carefully, he selects one and inserts it into the console.  As he pushes it home, a shimmering image of a rotating planet appears, circling a fiery red sun.  This is Krypton, SUPERMAN’s lost home world.  The image pulls back into a three dimensional image of the galaxy, we see the resemblance to the star map we have just seen.

CUT TO:

EXT. FIELD – NIGHT

The farm has been transformed into a massive construction site; with huge cranes and bulldozers excavating the impact.  A single WORKMAN looks down into the hole just dug by one of the backhoes.  Then he turns and yells for his FOREMAN.

	WORKMAN:
Sir!  Sir!  You’d better come see this!

The FOREMAN hurries over and looks down the hole.

	FOREMAN:
Holy shit.

A single red light is blinking in the darkness.

CUT TO:

A half hour later.  LUTHOR and FOX are hurrying towards the impact site.

	LUTHOR:
Who else knows about this?

	FOX:
The workman who discovered it and his crew.  That’s all.

	LUTHOR:
Have them sign confidentiality agreements.  I don’t want the press in on this one.  Not till we know what we’re dealing with.

	FOX:
Yes sir.

LUTHOR stops at the impact site.  The FOREMAN gestures down into the dark, excavated cavern.

	FOREMAN:
Its down there sir.

LUTHOR talks a flashlight from FOX and clambers down into the hole.  He turns on the light and we see the steel orb with its single blinking red light standing before us.

	LUTHOR:
My God…

CUT TO:

A few moments later.  The orb is being carefully lifted out of the hole and wrapped in a black sheet.  LUTHOR watches with FOX by his side.

	LUTHOR:
Take it to the Lexcorp labs.  And keep a lid on it.

	FOX:
Yes sir.

CUT TO:

A few yards away.  LOIS LANE is watching through a long lens camera; snapping pictures.

	LOIS:
Well, well, Lex.  What have you found?

CUT TO:

INT. FORTRESS OF SOLITUDE

SUPERMAN touches one of the ice crystals and the image of his father appears before him.

	SUPERMAN:
The object is Kryptonian in origin.

	JOR-EL:
Yes.

	SUPERMAN:
How is that possible?

	JOR-EL:
It was inevitable that debris from Krypton would eventually reach Earth space.

	SUPERMAN:
The size of the impact is too large for space debris.

	JOR-EL:
Yes.

	SUPERMAN:
Is it possible that there is another survivor?

	JOR-EL:
It is possible, but highly unlikely.  The chances are…astronomical.

SUPERMAN paces for a moment.

	JOR-EL:
There is only one way to find out, my son.  You must abandon your solitude, and return to the world.

	SUPERMAN:
That would indeed satisfy you, would it not?

	JOR-EL:
My satisfaction is not the issue, my son.

	SUPERMAN:
No.  You are right. It isn’t.

CUT TO:

INT. DAILY PLANET MEDIA, INC. OFFICES – NIGHT

Reporters are typing furiously on their computers, people running in all directions.  We find LOIS in her office, looking over the photographs she has just developed.

JIMMY OLSON, a young reporter comes in the door.

	JIMMY:
Lane, we’re all hitting Metro Central tonight, you coming?

	LOIS:
No thanks Jimmy, I’m gonna stay here.

	JIMMY:
It’s a piece of rock, Lane. Let it go, loosen up a little.

	LOIS:
Yeah, maybe…

	JIMMY:
Luthor’s a businessman, you’re not gonna get anything on him.  He’s got lawyers to keep his nose clean, and lawyers to keep their noses clean.

	LOIS:
That’s why I’m here, Jimmy.

He sighs.

	JIMMY:
Lois, have I told you that I love you?

	LOIS:
Three times a day.  Go. Have fun.

	JIMMY:
Alright…

He leaves.  LOIS turns back to the photographs.

CUT TO:

INT. LEXCORP LABORATORY – NIGHT

LUTHOR enters the room, where technicians are looking intently at computer screens.  Behind a glass partition, scientists in bio-suits are examining the orb.

	LUTHOR:
What have you got?

FELIX, the project director, gets up.

	FELIX:
Uh…  I’m Felix Gerbarian, the project director.  It’s an honor sir.

	LUTHOR:
Of course it is.  What have you got?

	FELIX:
Well, I’m afraid we’ve made no progress in accessing its main data banks.  The encryption code is…  Well, it’s technology we’ve never encountered before…it’s…well its extraordinary.

	LUTHOR:
Can you crack it?

	FELIX:
Sir, I don’t think you realize the significance of what we have here.  Nothing like this technology exists on earth.  Its light years ahead of our farthest projections.  Something, someone, had to build this thing.  Sir, this is the first real proof we have of a sophisticated technological society outside of our solar system!  I mean…the mind boggles!

	LUTHOR:
Mr. Gebarian.  Felix.  Can you crack it?

	FELIX:
I don’t know, sir.

	LUTHOR:
I want access, Felix.  Get it for me.

	FELIX:
Yes sir.

LUTHOR walks out.

CUT TO:

EXT. SMALLVILLE FARMHOUSE – DAY

A farmhouse stands alone in a wheat field.  A small windmill turns slowly in the morning light.

CUT TO:

EXT. FARMHOUSE PORCH – DAY

An old woman sits in a rocking chair, looking out on to the expanse.  She is MARTHA KENT, SUPERMAN’s adopted mother.  She is white haired and feeble, but with life still sparkling in her eyes.

CUT TO:

EXT. WHEAT FIELD – DAY

SUPERMAN, in his guise of CLARK KENT, is standing in the midst of the field, watching her.  Slowly, he begins to walk towards her.

CUT TO:

EXT. PORCH – DAY

MARTHA looks up as she sees the figure approaching.  As CLARK reaches the porch, her face breaks into a tearful smile.

	MARTHA:
Clark.

CLARK comes up the steps and sits beside her.  He puts his hand to her cheek.  She takes it in her hand.  A tear runs down her cheek.

	MARTHA:
Clark.

	CLARK:
Hello, mother.

	MARTHA:
It’s been a long time, son.

	CLARK:
I know.

	MARTHA:
I missed you.

	CLARK:
I’ve been away a long time.

	MARTHA:
I know you have your reasons…but…

She starts to cry.  CLARK cradles her head in his arms.

	CLARK:
Don’t cry mother.

She collects herself and smiles.

	MARTHA:
Will you be staying?

	CLARK:
A little while.

	MARTHA:
Good.  I’m glad.

Pause.

	MARTHA:
What you came for…its still here.  I haven’t touched it.

	CLARK:
I know mother, I know.

She starts to cry again, and CLARK embraces her.

CUT TO:

INT. FARMHOUSE – NIGHT

The door to the farmhouse opens and CLARK steps inside.  Outside, we can hear the wind rustling through the wheat fields.

CLARK walks slowly to the center of the empty farmhouse.  He kneels down and digs his hands into the earth.  With a burst of strength, he tears open a hidden door in the floor.  A flight of dusty stairs leads down into darkness.

CUT TO:

INT. UNDERGROUND CHAMBER – NIGHT

CLARK comes down the stairs.  The chamber is empty except for a large object covered in a tarp.  He carefully rolls back the tarp to reveal the mangled remnants of a large object, charred beyond recognition.

He dusts off the top of the object and we see that it is a gleaming, crystalline metal.  He lifts off the top to reveal a small, green crystal.  He takes it and holds it in his hands.  The object appears dead, inanimate.

CUT TO:

EXT. FIELD – NIGHT

Underneath an enormous moon, CLARK carries the crystal out to the center of the field.  He sits cross-legged on the ground.  For a moment, he looks up at the stars.  Slowly, he takes off his glasses and puts them in his pocket.  Then, with a look of resolution, he thrusts the crystal into the ground like a spear.  Lightly, he touches the tip of the crystal, and it begins to glow with an otherworldly illumination.  The light surrounds CLARK, and his eyes begin to glow along with the strange crystal.

CUT TO:

JOR-EL, on Krypton, surrounded by the members of the Krypton Council.

CUT TO:

A glowing red eye.  It is the same glow we have seen on the orb.

CUT TO:

CLARK, eyes flashing, as if in the midst of a fever dream.

CUT TO:

JOR-EL manipulating a series of crystals.

CUT TO:

The glowing red eye.

CUT TO:

The planet Krypton exploding.

CUT TO:

JOR-EL, cradling his infant son, laying him into a crystalline spacecraft.

CUT TO:

The red eye.

CUT TO:

The main city of Krypton; a strange, Cyclopean city that seems to have the shape of no known earth architecture.

CUT TO:

The red eye.

CUT TO:

The city engulfed in flames.

CUT TO:

JOR-EL being consumed by an inferno.

CUT TO:

CLARK, shaking furiously, as if in a trance.

CUT TO:

The red eye.

CUT TO:

KRYPTON exploding into fiery shards.

CUT TO:

The red eye.

THE SCREEN TURNS RED

CUT TO:

EXT. FIELD – NIGHT

The crystal goes dark.  CLARK is sweating furiously, and breathing hard.  He takes the crystal from the ground and slowly gets to his feet.  Silently, he starts to walk back to the farmhouse through the darkened fields.

CUT TO:

INT. FARMHOUSE – MORNING

MARTHA KENT is seated in her rocking chair on the porch, watching the dawn.

CLARK comes out of the door and smiles at her.

	MARTHA:
You’re going now, aren’t you?

	CLARK:
Yes.  There are questions I have to answer.

	MARTHA:
I understand.

She looks off towards the sunrise.

	MARTHA:
From the moment we found you, we knew there would be questions you would need to answer.  Questions that would take you far away from here, out there, somewhere, beyond those fields, beyond that sky…  (she looks over at CLARK)  I only swore that I would love you as much as any mother could, in the time that you were here.

CLARK puts his hand on her shoulder.

	CLARK:
I’ll return, mother.  I promise.

MARTHA looks up at him and smiles.

	MARTHA:
I know you will.

He kisses her on the forehead and walks down the steps into the fields.

Slowly, WE RISE UP INTO A CRANE SHOT of the farm, the fields, and the dawn breaking over the endless horizon.

CUT TO:

INT. LEXCORP LABORATORY

The security doors open and LUTHOR enters the laboratory.  The technicians are still working furiously at their computers.  LUTHOR puts hand on DR. GEBARIAN’s shoulder.  GEBARIAN starts and looks around.

	GEBARIAN:
Mr. Luthor!  You scared me!

	LUTHOR:
I have that effect on people.  Have you made contact?

	GEBARIAN:
No, not exactly.

	LUTHOR:
Explain.

	GEBARIAN:
Well, as near as I can tell, this is some sort of nexus, a kind of electronic cerebellum.  An artificial intelligence light years ahead of our technology.

	LUTHOR:
An artificial intelligence.

	GEBARIAN:
Yes sir, it’s like a human mind, but a million times faster and more durable.

	LUTHOR:
Extraordinary.  Why have you been unable to interface with it?

	GEBARIAN:
Well, that’s the thing, sir.  We are interfacing with it.

	LUTHOR:
I don’t understand.

	GEBARIAN:
To access the information inside, we hooked the thing up to the primary mainframe.  We thought the LexCorp supercomputer would have the best chance of deciphering whatever’s going on in there…

	LUTHOR:
And…

	GEBARIAN:
Well, at first all our attempts seemed to be futile, but then we noticed a series of new connections being formed, almost from nanosecond to nanosecond, between the object and the mainframe.  Self-generating connections.

	LUTHOR:
That’s impossible.

	GEBARIAN:
Of course, such things don’t occur spontaneously.  Then we realized that…

	LUTHOR:
The machine was generating them.

	GEBARIAN:
Yes.

	LUTHOR:
We’re not accessing it, its accessing us.

LUTHOR stares into the glowing red eye behind the glass screen.

CUT TO:

INT. PHOTO ANALYSIS LAB – NIGHT

LOIS is sitting next to a shabby looking man in glasses, who is examining the photos she took of the impact site.  His name is DEXTER.

	LOIS:
What do you think, Dexter?

	DEXTER:
Well, it’s way too big for your average meteorite.  But anything that large should have had an enormous explosive force on impact.

	LOIS:
I don’t understand.

	DEXTER:
Neither do I, I’ve never seen anything quite like this.  The impact radius is too big for a small meteorite but too small for something of larger size.

	LOIS:
Maybe it was a falling satellite.

	DEXTER:
No, you would have had a disintegration pattern over several miles, not a direct impact.  It’s almost as if…

	LOIS:
What?

	DEXTER:
Well, it’s as if whatever this thing was had a deceleration capacity.  You know, it slowed down as it hit the earth’s atmosphere.  But in that case, it would have to be some kind of…

	LOIS:
Some kind of…

	DEXTER:
Well, some kind of spacecraft.  But any country would have claimed it by now, plus it’s too small to be a manned craft…

	LOIS:
He’s hauling something out of there! Give me your best guess.

	DEXTER:
My best guess?  My best guess is that I have no idea what the damn thing is.

	LOIS:
What do I pay you for, Dexter?

	DEXTER:
Keep digging, Lane, that’s what you’re good at.

LOIS smiles.

CUT TO:

INT. LUTHOR’S OFFICE – NIGHT

LUTHOR is working at his desk, a rack of televisions flashing silently behind him.  His secretary, MARCY comes in, her purse under her arm.

	MARCY:
Anything else, sir?

	LUTHOR:
No thank you.  Leave the doors open, I’ll be working late.

	MARCY:
Of course, sir.

She leaves.  The lights turn off in the outer office.  LUTHOR puts down his pen and looks into the glowing television sets.

CUT TO:

INT. CORRIDOR

LUTHOR is walking down a long, black corridor.  He comes to a large steel door.  The lettering reads: LEXCORP LABS – ACCESS FORBIDDEN.

LUTHOR presses a button and a computerized voice speaks.

	VOICE:
Name and security number.

	LUTHOR:
Luthor, Lex, 0000001

	VOICE:
Access granted, have a good evening Mr. Luthor.

The door opens and LUTHOR enters the darkened laboratory.

CUT TO:

INT. LABORATORY

The lab is deserted and dark.  The object’s red eye shines in the shadowy room.  LUTHOR sits at the main computer console and turns it on.  The Cyclopean eye watches him as LUTHOR’s fingers dance over the keys.

The readout reads: ACCESS FAILED.

LUTHOR tries another combination.  Again: ACCESS FAILED.

He tries again: ACCESS FAILED.

In frustration, LUTHOR snaps off the monitor and stands up, pacing the room, his brow furrowed in thought.

Suddenly, one by one, the monitors begin to light up of their own accord.  Strange ciphers begin to scroll up and down on the screens.  Schematics and readouts flash by.  LUTHOR looks around, astounded.  Suddenly, a deep, electronic voice is heard.

	VOICE:
Good evening, Mr. Luthor.

LUTHOR is frozen in place.

	LUTHOR:
Who is that?  How do you know my name?

	VOICE:
Consider the possibilities, Mr. Luthor.

	LUTHOR:
Of course, self-generating connections! It accessed our mainframe.

	VOICE:
Not quite, Mr. Luthor.  I have not accessed.  I have unified.  We have become one.

LUTHOR gingerly approaches the glass, staring at the red eye of the machine.

	LUTHOR:
Who are you?  What are you?

	VOICE:
I am BRAINIAC.  I am the beginning and the end.  I am knowledge and nothingness.  The one and the many, and the many in one.

	LUTHOR:
Where do you come from?  Who created you?

	BRAINIAC:
In time, Mr. Luthor.  In time.

	LUTHOR:
What do you want?

	BRAINIAC:
Access, Mr. Luthor.  Access.

Again, the monitors begin to stream images and information.

	BRAINIAC:
Access to what you have built.  Access to what I have been unable to unify.

	LUTHOR:
The Metropolis LexCorp network.

	BRAINIAC:
Yes.  Your network.  I wish to know it, to know its mind, to know the mind of this city, and beyond. 

	LUTHOR:
And in return?

	BRAINIAC:
In return I offer you access.  Access to the knowledge that I carry.  Knowledge of the infinite reaches of time and space.

	LUTHOR:
How is that possible?

	BRAINIAC:
That is not your concern.  It can be done.

	LUTHOR:
How do I know you will honor your promise?

	BRAINIAC:
You do not.  But I will honor it.  I offer you infinite knowledge, Mr. Luthor.  And with it, infinite power.  The choice is yours.

CUT TO:

INT. OFFICE – NIGHT

LOIS is arguing with her editor in chief, PERRY WHITE, who has the photos she took spread out across his desk.

	PERRY:
Goddam it, Lois!  If Luthor doesn’t want to talk, he doesn’t have to talk.  The man’s built the entire information network of this city!  The whole goddam municipal infrastructure runs on his dime!  He controls the information, not us!

	LOIS:
C’mon chief!  He’s covering something up!

	PERRY:
It’s a hole in the ground!  You’re gonna take on Lex Luthor for a hole in the ground?

	LOIS:
Look, chief, I don’t know what this thing is, but I know Luthor does, and if things are falling out of the sky I think the people of Metropolis have a right to know about it!

	PERRY:
Don’t toss the First Amendment at me, young lady!

	LOIS:
How about an Emmy Award, and I’ll ignore that remark you chauvinist pig.

PERRY laughs.

	PERRY:
Ah, Jesus Lois, you’re lucky I like you.

	LOIS:
You’re lucky I’m the best.

CUT TO:

INT. NEWSROOM – NIGHT

Someone is approaching the editor’s office.  Eyes turn to look at him.  They recognize who he is.

CUT TO:

INT. EDITOR’S OFFICE – NIGHT

PERRY lights one of his ubiquitous cigars.

	PERRY:
Look, Lois, I don’t give two hoots in hell if…

There is a knock at the door.

	PERRY:
Come in!

The door opens and CLARK KENT steps in.

	CLARK:
I, uh, hope I’m not interrupting.

There is a dead silence in the room for a second.

	LOIS:
Clark…I don’t believe it…

	PERRY:
Kent!  Jesus Herman Mankewitz Christ, how the hell are you?!

PERRY bounds up from around the desk and shakes CLARK’s hand furiously.

	CLARK:
Fine.  I just was visiting my mother in Smallville and…well, um, I thought I’d just take a short detour and say hello to everyone.

LOIS, flustered, kisses him on the cheek.

	LOIS:
Clark!  I…Where…well…how are you?

	CLARK:
Oh, uh, keeping busy.  You know…

	PERRY:
Goddam, its good to see you!  Best investigative reporter I ever had!  Oh, except for you Lois…  Well, c’mon Kent, spill it!  Got any dope on Superman?

	CLARK:
Oh, no sir, haven’t seen him for years.

	PERRY:
Well, you’re not alone!

CLARK laughs nervously.

	CLARK:
He just took early retirement, I guess.

PERRY laughs uproariously.

	PERRY:
Early retirement!  I love this kid!  Always liked you Kent, always liked you!

	CLARK:
Um, thank you sir.  (to LOIS) Lois, ah, I’m not here very long, but… I was wondering if you were free for dinner tonight.

	LOIS:
Well, I mean, I’ve got this…

CLARK gives her an absolutely pathetic look of disappointment.

	LOIS:
Well, sure, why not.

	PERRY:
Go on kids, have fun!  Talk shop!  Good to see you Kent!

PERRY starts pushing them out the door.

	LOIS:
Chief!  What about my story?

	PERRY:
Alright, alright.  Look, I’ll pull a few strings, call in some favors, grease a few elbows, you’ll have an appointment tomorrow morning, ok?

	LOIS:
You’re the best chief!

	PERRY:
Yeah, yeah, now get out before I change my mind!  And Kent!  You get me the first interview with Superman in seven years and I’ll give you the first anchor’s chair!

LOIS turns around as they leave.

	LOIS:
Chief!  That’s my chair!

PERRY slams the door in their faces.

CUT TO:

INT. NEWSROOM – NIGHT

CLARK and LOIS walk out through the bustling newsroom.  JIMMY OLSEN sees them and bounds up to them.

	JIMMY:
Mr. Kent!  Wow, its been a long time!

	CLARK:
Hi Jimmy, how’s the cameraman business?

	JIMMY:
Oh, you know…no Pulitzer Prize yet.  So, any news on Superman?!

	CLARK:
No, sorry.

	JIMMY:
Oh, well, if you see him, tell him I’ll only shoot his good side.  (he laughs pathetically)  Well, anyways, nice to see you again, Mr. Kent.

	CLARK:
Oh, uh, same here!

He walks away.

	CLARK:
	(to LOIS)
So, what’s this story you’re so worked up about?

	LOIS:
Oh, Lex Luthor has got something going on he doesn’t want talked about, again…

	CLARK:
Well, uh, I guess you can tell me about it over dinner.

	LOIS:
Clark, are you trying to steal my scoop?

CLARK smiles sheepishly.

	CLARK:
Oh no! I’m out of the business for good.  Just…you know, once a reporter always a reporter.

LOIS laughs.

CUT TO:

INT. LEXCORP LAB – NIGHT

LUTHOR is sitting in his chair, looking pensive.  Behind him stares the great red eye of the BRAINIAC computer.

Slowly, LUTHOR swivels his chair so he stares directly into the red eye.

	LUTHOR:
I accept.

	BRAINIAC:
Excellent.  Are you prepared to fulfill your end of the bargain?

	LUTHOR:
Yes.

	BRAINIAC:
Then do so.

LUTHOR types into his console, and suddenly enormous quantities of numbers and images flash past at furious speed.  BRAINIAC’s red eye glows ever brighter.

	BRAINIAC:
Yes.  I can feel it.  I am becoming one.  I am encompassing all…

	LUTHOR:
And you?  Will you grant me what I wish?

The eye stares at him for a moment in silence.

	BRAINIAC:
You must prepare yourself.  The human mind is delicate.

	LUTHOR:
I am ready.

	BRAINIAC:
Very well.

The chair LUTHOR is sitting in slowly tilts backwards.  Straps snake themselves around LUTHOR’s arms and legs.

	LUTHOR:
What is this?

	BRAINIAC:
Once begun, the process cannot be interrupted.

	LUTHOR:
I don’t understand.

	BRAINIAC:
You will.

From the ceiling, electric wires decend like tentacles. With tiny needles, they inject themselves into LUTHOR’s brain.

	BRAINIAC:
You and I, Mr. Luthor, are about to become one.

The eye of BRAINIAC erupts with light.  The monitors shine with images flashing at a superhuman speed until they become an incomprehensible blur.

LUTHOR begins to shake violently.  Across his mind’s eye flash a serious of images: of the red eye, of exploding planets, of nebulas and stars erupting into flame, of the crystalline cities of Krypton, of infinite reaches of time and space, of cryptic characters flashing across his vision; and, finally, the terrible red of the Cyclopean computer’s eye.

LUTHOR begins to scream.

CUT TO:

EXT. ROOFTOP RESTAURANT – NIGHT

CLARK and LOIS are seated at the edge of the roof, behind them shines the lights of Metropolis at night.

	CLARK:
I forgot how beautiful this city is at night.

	LOIS:
From far away, maybe.

	CLARK:
What do you mean?

	LOIS:
I don’t know. (Pause) Things have changed since you left, Clark.  I feel like… like this city lost something when Superman disappeared.  People now…They don’t care about anything except money and success, then more money and more success.  Buying a new car, a new TV set, a new set of silverware, a new Jacuzzi...  And all of it flows right back to Lex Luthor.  What Lex Luthor wants Lex Luthor gets, and no one sees any reason to try and stop him.  Why bother?

	CLARK:
But you don’t feel that way, do you?

LOIS smiles.

	LOIS:
No.  Maybe there’s a little Superman left in me yet.

	CLARK:
So what’s Luthor up to now?

	LOIS:
Are you trying to pump me Clark?

	CLARK:
What?  Oh… No, no Lois, of course not, I just…

	LOIS:
I’m teasing you Clark.

CLARK laughs nervously.

	CLARK:
Oh, of course.

	LOIS
He’s up to his usual tricks.  Something hit the ground a few miles outside the city a few days ago. A small meteorite.  At least, that’s what he claims, but I’m not buying it.  Anyways, he’s got his men working on it day and night, but no one’s saying a word to anyone.  He’s got something up there, I’m sure of it.

	CLARK:
A meteorite, huh?

	LOIS:
Something like that.  That’s what I’m trying to find out.  Perry’s going to get me in to see him tomorrow.  We’ll see what his story is this time.

	CLARK:
Do you, uh, mind if I tag along?  You know, for old times’ sake.

LOIS smiles.

	LOIS:
Sure.  Why not?  (Pause)  You know, Clark, I always thought that…  You know, maybe there was something between us that was a little more than…I don’t know…

	CLARK:
Well, that’s all water under the bridge, as they say.

	LOIS:
Yeah.  (She sighs)  That’s what happens when you fall for Men of Steel I guess.  Nobody measures up after that.

CLARK smiles nervously.

	LOIS:
You really haven’t seen him in all this time?

	CLARK:
No, I think he just wants to be left alone.  To…to tell you the truth, Lois, I’m not sure he’s even still around.

	LOIS:
I guess.

She looks disappointed for a moment.  Then she cheers up.

	LOIS:
So, what have you been doing for the last five years?

	CLARK:
Oh, I’ve been spending a lot of time up north.

CUT TO:

INT. LEXCORP LAB – NIGHT

LUTHOR’s eyes open.  His face is drenched in sweat and his knuckles are taught against the arms of the chair.  The electrodes detach themselves and the restraints are released.  The chair returns to a sitting position.  LUTHOR looks directly into the red eye.

	BRAINIAC:
Do you understand now, Mr. Luthor?

	LUTHOR:
Oh yes.

	BRAINIAC:
Then we can begin.

CUT TO:

INT. LUTHOR’S OFFICE – DAY

The door opens and the SECRETARY looks in.  LUTHOR is seated at his desk, staring trancelike at the television screens.

	SECRETARY:
Mr. Luthor?  Mr. Luthor?

	LUTHOR:
Yes.

	SECRETARY:
The reporter, Ms. Lane, is here.

	LUTHOR:
Show her in.

LOIS and CLARK come into the office.  LUTHOR, suddenly charming, comes out from behind his desk.

	LUTHOR:
Miss Lane.  Come to represent the people again?

	LOIS:
Of course, Lex.

	LUTHOR:
Every great mind needs a nemesis.  I’m glad mine is so attractive.

He kisses her hand.

	LOIS:
This is Clark Kent, an old friend of mine.

	LUTHOR:
Of course. Mr. Kent.  The famous confidant of Superman from the days when we still received our news on dead tree.  Any word on our departed champion?

	CLARK:
No, I’m afraid I’m not really in that business anymore.

	LUTHOR:
A shame.  Every city needs its hero.  I like to think that I fulfill that role now.

LOIS smirks ironically.

	LUTHOR:
Now, what can I do for you, Miss Lane?

	LOIS:
We’re interested in the little discovery you made north of the city.

	LUTHOR:
Of course.  The object of your quite intense curiosity, Miss Lane.

	LOIS:
Cough it up, Lex.  I’ll get there anyway, you know that. What was it?  Satellite, meteorite, supermodel?

LUTHOR smiles.

	LUTHOR:
I’ll show you.

LOIS looks shocked.  She didn’t expect that.

CUT TO:

INT. CORRIDOR TO LEXCORP LABS

LUTHOR leads them down the corridor.  CLARK scans the labs with his X-Ray vision; but he sees nothing unusual.

	LUTHOR:
I’m afraid that national security considerations were involved.  We had to maintain secrecy until we received clearance from the Pentagon.

He stops at the door to the main laboratory.  CLARK cannot see through it.

	CLARK:
Do you always line your laboratory doors with lead, Mr. Luthor?

	LUTHOR:
An excellent eye you have, Mr. Kent.  Yes, the main lab is reserved for material with the potential for dangerous radioactivity.  However, in this case, there’s no danger in that.

He slides an electronic card into the lock and the door opens.

CUT TO:

INT. LABORATORY

They enter the lab.  LUTHOR gestures them towards the BRAINIAC machine.  CLARK stands, transfixed, before the giant red eye.  It is the same Cyclopean eye he saw in his vision.

	LUTHOR:
It was originally a spy satellite intended to monitor Soviet radio signals, but it was later adapted to monitor cell phone, satellite, and microwave transmissions.  It’s now obsolete, of course, so we’ve been retained by the Pentagon to dismantle it and see if there’s anything still relevant or useable.

	LOIS:
So this whole thing was a salvage operation?

	LUTHOR:
I’m afraid so.  My apologies for disappointing you, Miss Lane.

	LOIS:
C’mon, Lex, what’s the real story?

	LUTHOR:
I’m sorry, Lois, I’m a rather depressingly honest businessman.

LOIS smirks at him sarcastically.

	LOIS:
That’ll be the day, Lex.  That’ll be the day.

CUT TO:

INT. LUTHOR’S OFFICE – DAY

LUTHOR ushers LOIS and CLARK out the front doors.

	LUTHOR:
Very nice to see you again, Mr. Kent.  I hope you bring us news of the Man of Steel sooner rather than later.

	CLARK:
Well, that’s really up to him, Mr. Luthor.

	LUTHOR:
Of course.  And you Miss Lane, I have no doubt we’ll be seeing you again.

	LOIS:
Count on it, Lex.

LOIS and CLARK leave.  LUTHOR puts his hands in his pockets and glowers at them as they go.

CUT TO:

INT. LABORATORY

LUTHOR comes back into the lab.  BRAINIAC’s eye is alit and staring at him.  He sits in the chair and the electrodes fall, attaching themselves to his head.

	BRAINIAC:
The woman suspects us.

	LUTHOR:
She knows nothing.

	BRAINIAC:
She is dangerous.  A factor that could upset our plans.

	LUTHOR:
Nothing should be left to chance.

	BRAINIAC:
We are in agreement, then?

	LUTHOR:
Yes.  Eliminate her.

CUT TO:

EXT. DAILY PLANET NEWSROOM – DUSK

CLARK is dropping LOIS off at her office.

	CLARK:
Well, I had a great time Lois.  It was really, uh, neat to see you again.

	LOIS:
Yeah, neat…  Well, take care of yourself Clark.  And don’t be such a stranger from now on.

	CLARK:
Can I, uh, give you a ride anywhere, or…

	LOIS:
No, I’m working late tonight.  I’ll take the train home.  They run twenty-four hours a day since Luthor took over the grid.

	CLARK:
Well, you can’t hold that against him.

LOIS smiles.

	LOIS:
I’ll see you, Clark.

	CLARK:
Well, I…certainly hope so…

A pregnant pause.  Finally, CLARK kisses her awkwardly on the cheek and leaves.  LOIS smiles to herself as she enters her office.

CUT TO:

INT. LABORATORY

LUTHOR is sitting in the chair, the electrodes now attached to his head.

	BRAINIAC:
Your network is most thorough, Mr. Luthor.

	LUTHOR:
It was built to be.

	BRAINIAC:
Not a corner of the city escapes it.  Security cameras, business transactions, transportation and infrastructure, all are now BRAINIAC.

CUT TO:

MONTAGE:

A series of surveillance camera shots of Metropolis, intercut with long lists of credit card numbers, street addresses, architectural schematics, the entirety of Metropolis in a virtual simulation, all under the control of BRAINIAC.

We stop on a B&W image of LOIS working at her desk.

CUT TO:

INT. FORTRESS OF SOLITUDE

SUPERMAN approaches the crystals.  The image of his father turns to face him.

	JOR-EL:
You know the truth.

	SUPERMAN:
Not all of it.  But what I don’t know I can guess.

	JOR-EL:
You knew from the first.  At least, you suspected.

	SUPERMAN:
Yes.  Of course I did.  The device is Kryptonian.  And you were Krypton’s greatest scientist.

	JOR-EL:
Yes.

	SUPERMAN:
This thing is your creation.

JOR-EL nods.

	JOR-EL:
The fault is mine, my son.  I had hoped to keep it from you.

	SUPERMAN:
Why?

	JOR-EL:
Shame, my son.  Shame.

	SUPERMAN:
What is it?

	JOR-EL:
Its name is BRAINIAC.  It is a mind fashioned by my hand.  An artificial intelligence of extraordinary capacity.  I created it in order to place the defense array of Krypton under the control of a single matrix.  A supercomputer capable of responding instantaneously, even to anticipate, any attack by our enemies.  But I underestimated what I had created.

	SUPERMAN:
I don’t understand.

	JOR-EL:
Nor did I, at first.  I thought it was merely a machine, but it was more than that.  It was a being, a consciousness of unprecedented power.  It began to grow, to access, to assimilate into itself the very infrastructure of the planet Krypton, and then…

	SUPERMAN:
And then…?

	JOR-EL:
And then… It tried to remake it over again.  In its own image.

	SUPERMAN:
What happened?

	JOR-EL:
I realized what was occurring in time.  I thought I had destroyed it.  Annihilated forever this monster I created.  But I should have known it would find a way to survive, a way to escape the cataclysm that destroyed us all.  It must have anticipated our destruction, and taken the necessary steps to insure its own survival.  No doubt it downloaded its consciousness into the vehicle which has now fallen to earth.  And now…and now my sin has come upon me again.

	SUPERMAN:
What does it want?

	JOR-EL:
To consume.  To unite the entirety of existence under its power and then… and then to create it anew.  Create it anew as a machine, an all-consuming mind. It wants to be god.

	SUPERMAN:
If it should gain control of Metropolis?

	JOR-EL:
Then it will annihilate it.  Annihilate it and every living thing in it. And then build it again as the New Krypton it failed to create.  A New Krypton under its absolute domination.

SUPERMAN looks down into the crystals, his brow furrowed with pain.

	SUPERMAN:
Metropolis is already connected by an integrated network.  How long until this…thing gains control of it.

	JOR-EL:
In all likelihood, he already has.

Pause.

	JOR-EL:
It will not stop with one city, Kal-El.  Its hunger has no end.  It desires worlds.  And it will destroy everything and everyone that stands in its way.

SUPERMAN looks up.  He realizes that LOIS is in danger.

	SUPERMAN:
If what you say is true, someone I know may be in great danger.

	JOR-EL:
I see.

There is a long pause.  SUPERMAN’s face is creased with anguish.

SUPERMAN:
Speak, father!  What do you want of me?

	JOR-EL:
You are the last son of Krypton, Kal-El.  My heir.  My only son.  You can no longer sit in silence.  You can no longer be indifferent in the face of evil.  Only you can destroy this monster I have created.  If you do not, everything you once held dear…will die.

SUPERMAN nods.

	SUPERMAN:
So be it.

	JOR-EL:
Come, my son.  It is time.

JOR-EL holds up his hand before him, his palm facing out.  SUPERMAN approaches his father and places his open palm against his father’s.  Their hands grip together, and they are suddenly bathed in a ferocious white light.

CUT TO:

We PAN DOWN from the roof of the Fortress of Solitude, until we find SUPERMAN, KAL-EL, CLARK KENT, our hero, clad for the first time in his blue and red costume.  At last, SUPERMAN has been resurrected.

SUPERMAN looks up into the sky and slowly, then with greater speed, lifts off the ground, takes flight, and soars past us into the night sky.

CUT TO:

EXT. DAILY PLANET BUILDING – NIGHT

LOIS waves goodbye to the security guard and walks towards an elevated platform.

CUT TO:

BRAINIAC POV - surveillance camera shot of LOIS.

CUT TO:

BRANIAC’s eye watching.

CUT TO:

INT. BULLET TRAIN – NIGHT

The train is filled with young people going for a night out and with old people heading home from the night’s entertainment.  LOIS jostles through the crowd and grabs on to a railing to steady herself.

CUT TO:

EXT.  TRAIN PLATFORM – NIGHT

The train takes off with blinding speed, flying along on its elevated rails.

CUT TO:

INT.  TRAIN – NIGHT

LOIS is trying to read the paper as the people chatter around her and the train sways.  She looks annoyed.

CUT TO:

BRAINIAC POV – LOIS trying to read her paper.

CUT TO:

EXT. BRIDGE – NIGHT

The tracks are elevated over a sheer drop into the midst of the enormous city.  Far below, we can see the lights of cars driving on the central highway.

CUT TO:

CU - the magnetic rails.  Far off, we can hear the train coming.

CUT TO:

BRAINIAC’s unmoving eye.

CUT TO:

CU - the tracks, there is a burst of sparks and an explosion.  A red light turns on reading: MALFUNCTION.

CUT TO:

INT. TRAIN DRIVER’S COCKPIT – NIGHT

The high-tech board suddenly goes wild with red lights.  The DRIVER’s eyes open wide.

	DRIVER:
Holy shit!  Its impossible!

He grabs his radio.

	DRIVER:
Mayday!  Mayday!  We have total systems malfunction!  I repeat!

The board explodes in a cascade of sparks.

CUT TO:

EXT. TRACKS – NIGHT

We can see the still sparking tracks and the train almost upon it.

CUT TO:

INT. DRIVER’S COCKPIT

He hits the PA.

	DRIVER:
All passengers brace for impact!

CUT TO:

INT. TRAIN – NIGHT

People look around, confused.  LOIS looks up from her newspaper.

CUT TO:

BRAINIAC’s eye glowing brighter.

CUT TO:

EXT. TRACK – NIGHT

The train hits the malfunctioning section and goes right off its rails.  There is an explosion of sound, metal creaking, glass breaking, people screaming.

CUT TO:

INT. TRAIN – NIGHT

Pandemonium.  LOIS grabs the rail with both hands as the train starts to tip over.  The passengers are screaming with absolute panic.

CUT TO:

EXT. TRAIN – NIGHT

The train smashes through the guardrail and crumples along its left side.  The impact opens a massive gash in the side of the train.  Sparks fly in all directions.

CUT TO:

INT. TRAIN – NIGHT

The windows smash in and the metal tears away.  LOIS suddenly finds herself looking straight down through the ripped open side of the train.  Straight down hundreds of feet into the heart of Metropolis.

CUT TO:

EXT. TRAIN – NIGHT

The train settles against the guardrail, hanging precariously over the side.  It creaks and rumbles.  At any minute it might give way.

CUT TO:

INT. TRAIN – NIGHT

LOIS is holding on for dear life.  The passengers are grabbing for anything they can hold on to.

Out of the corner of her eye, LOIS sees a young man sliding towards the edge.

	TIMMY:
Help!  Don’t let me fall!

People try to reach him, but he slides past them towards the drop.

LOIS pulls off her jacket with one hand.  She ties one end to the rail and starts to work her way down towards TIMMY.

	LOIS:
Its ok!  Hold on!  I’m coming!

The boy is trying to grab the sheer floor of the train with his hands, but can’t get a grip.

	TIMMY:
Oh my God!  Oh my God!  I’m gonna fall!  I’m gonna fall!

	LOIS:
You won’t fall!  Hold on!

She reaches for the boy’s hand.  On the first try his fingers slip out of hers, but then she reaches and grabs his wrist.

Slowly she hauls him up and other passengers grab him and pull him to safety.

	TIMMY:
Thank you!

There are tears in his eyes.  LOIS smirks.

	LOIS:
No sweat, kid.

The knot gives way.  LOIS shrieks as she plummets out of the train and into empty space.

The train heaves sideways and people scream as it begins to fall.

CUT TO:

EXT. SHEER DROP – NIGHT

LOIS goes straight down, screaming all the way.  She looks up and sees the train starting to come over the edge.

She screams again as she looks down and sees the lights of Metropolis coming up towards her.  She is in total freefall.  She closes her eyes and shrieks for dear life.

There is a flash of red and blue.  Hands grab her under the shoulders and she is borne aloft in SUPERMAN’s arms.

LOIS opens her eyes and sees SUPERMAN, holding her with one arm, pulling her skyward.

	LOIS:
OH MY GOD!

	SUPERMAN:
Don’t worry, I got you.

	LOIS:
NO SHIT YOU GOT ME!

The guardrail gives way and the train plummets down towards them.  LOIS screams again but SUPERMAN catches it with one hand.  The passengers stare out the windows, speechless.

LOIS opens her eyes again.

	SUPERMAN:
See, piece of cake.

LOIS nods, open mouthed.

CUT TO:

EXT. BRIDGE – NIGHT

SUPERMAN gently sets the train down and puts LOIS on her feet.  LOIS looks at him, completely astonished.

	LOIS:
You…its you…

	SUPERMAN:
Yes, Lois, its me.

	LOIS:
But…I mean why…I mean…

The other PASSENGERS are slowly getting out of the wrecked train.  They approach SUPERMAN in stunned silence.  He looks at them uncomfortably.  They do not shout or scream, only whisper to each other and reach forward to touch him.

	WHISPERS:
Its him…My God…I thought he was dead…Can you believe it…?

SUPERMAN doesn’t really know what to do.

	SUPERMAN:
Well, I think the emergency services should be here any minute. So, I’ll just be…

A LITTLE GIRL touches the edge of his cape.

	GIRL:
My mommy told me about you.

	SUPERMAN:
Only good things I hope.

He smiles.  The GIRL looks up at him in awe.

	SUPERMAN:
Stand back please.

	LOIS:
Wait!

	SUPERMAN:
Yes, Lois.

	LOIS:
Are you…I mean…are you…

	SUPERMAN:
Am I what, Lois?

She throws her arms around him and kisses him on the cheek.

	LOIS:
I’m glad to see you again.  That’s all.

SUPERMAN blushes noticeably.

	SUPERMAN:
Well, I…um…Stand back please!

He takes off in a flash of blue and red, disappearing into the night sky.

TWO CHILDREN rush up to LOIS’s side.

	FIRST CHILD:
Wow!  What was that?

	SECOND CHILD:
Was it a bird?

	FIRST CHILD:
Was it a plane?

	LOIS:
	(as if in a trance)
No, kids. It was…

Her eyes roll back in her head and she faints dead away.

CUT TO:

INT. LABORATORY

LUTHOR stares at a news report coming over his computer screen.  It shows images of the train crash and a few blurry images of SUPERMAN flying away.

	REPORTER:
The Daily Planet Network’s star anchor Lois Lane was among the survivors of this freak accident. Witnesses are claiming that disaster was averted by none other than the missing champion of Metropolis: Superman!  Has the Man of Steel decided to return to after such a long absence from the public eye?  And if so, why?  And where has he been all these years?  These questions and more when we…

LUTHOR snaps off the screen.

	LUTHOR:
Its impossible.  Impossible!

	BRAINIAC:
Calm yourself.

	LUTHOR:
Calm myself!  You stupid one-eyed bucket of bolts!  Do you know what he’s capable of?!

	BRAINIAC:
You forget, Mr. Luthor, I have accessed your memories.  Including your memories of…him.

	LUTHOR:
What the hell are we going to do now?  You must realize that this is..!

BRAINIAC’s eye glows brighter.  There is a low, humming sound.  LUTHOR claps his hands to his ears and grimaces in pain.

	LUTHOR:
Stop it!  Stop it!

The eye goes back to normal.  LUTHOR falls, sweating, to his knees.

	BRAINIAC:
Thank you for being silent.  I hope such measures will not be necessary in the future.

LUTHOR stands up and brushes himself off.

	LUTHOR:
No. Of course not.

	BRAINIAC:
Your mind is mine, Mr. Luthor.  Do not forget that.

	LUTHOR:
	(calmly)
What do we do now?

	BRAINIAC:
I have already calculated a solution.

	LUTHOR:
	(sarcastic)
Well, that’s encouraging.

	BRAINIAC:
He is an extraordinary creature.

	LUTHOR:
Extraordinary!  He’s a caped freak!

	BRAINIAC:
Nonetheless, his abilities could be most helpful to us.  If they were properly directed.

	LUTHOR:
I see your point.

	BRAINIAC:
Perhaps he can be persuaded.

	LUTHOR:
And if not?

	BRAINIAC:
We will destroy him.

	LUTHOR:
Please!  How are you going to destroy Superman?

	BRAINIAC:
Every organic creature has its weakness.  Only the machine is immortal.

	LUTHOR:
I don’t care how immortal you are!  Superman can’t be destroyed!

	BRAINIAC:
Then for your sake, Mr. Luthor, I hope you can be persuasive.

CUT TO:

EXT. BALCONY – NIGHT

LOIS is sitting on her balcony, clad in a bathrobe.  She looks exhausted.  A bandage is stuck to her forehead.  She lightly touches one of the bruises on her arm and winces.

In the background behind her, SUPERMAN flies in and lightly touches down on the balcony floor.

LOIS runs her hand through her hair and smiles.  She speaks without turning around.

	LOIS:
Its you, isn’t it?

	SUPERMAN:
You must have eyes in the back of your head, Lois.

LOIS turns around.

	LOIS:
What about X-Ray vision?

	SUPERMAN:
	(smiling)
That’s my department.

He walks around the table and stands in front of her.  She doesn’t take her eyes off him.

	LOIS:
I’m not dreaming, right?

	SUPERMAN:
No.

	LOIS:
It’s really you.  Its hard to believe.

	SUPERMAN:
I don’t quite believe it myself.

	LOIS:
I don’t know what to say.

	SUPERMAN:
Well, you already told me you’re glad to see me.  Lets start from there.

	LOIS:
Well, where the hell have you been all this time?

	SUPERMAN:
I thought you’d say that.

	LOIS:
Well, it doesn’t take a Superman to figure that out.

	SUPERMAN:
Are you asking as a reporter?

Pause.

	LOIS:
No.

	SUPERMAN:
Its…a little hard to explain.

	LOIS:
Try.

	SUPERMAN:
You wouldn’t understand.

	LOIS:
Well, let’s start at the beginning.  Why did you leave?

	SUPERMAN:
Well, I just got tired, I guess.

	LOIS:
Tired.  You got tired.  You’re gone seven years, the whole city goes to hell and you got tired?

SUPERMAN walks to the edge of the balcony.  He looks out at the city beyond.  LOIS comes up beside him.

	LOIS:
I’m sorry.  Did you expect anything else, after all this time?

	SUPERMAN:
No.  I guess not.

	LOIS:
What happened?  Tell me.

	SUPERMAN:
I guess I felt like…like it wasn’t worth it anymore.

	LOIS:
You mean this city, its people…me.  We weren’t worth it anymore?

	SUPERMAN:
You’re angry with me.

	LOIS:
I’m trying not to be

	SUPERMAN:
You see Lois, someone like me, even with all my powers…especially with all my powers…  You realize after awhile that…that you can never be at peace.

	LOIS:
Peace?

	SUPERMAN:
All the people I saved, all the evils I defeated...they made me realize that…

	LOIS:
What?

	SUPERMAN:
That no matter what I did, evil would always be out there.  People will always be hurt, killed, robbed.  There will always be wars, crime, hate…  Don’t you understand, even if you got Lex Luthor, there’d be a dozen other Lex Luthors to take his place.  Evil can never be defeated.  And if good can never win, then what does any of it matter anyways…

LOIS looks off towards the city.

	LOIS:
I know what you mean.  (pause)  I’ve thought a lot about that too, since you’ve been gone.  When you came…it was like a gift from God.  Proof that someone or something cares about us, protects us…  When you left…

She pauses for moment, but then she looks SUPERMAN right in the eye.

	LOIS:
But, the truth is, I don’t think it matters. Evil will always be there, but we can’t…

	SUPERMAN:
Desist from the battle?

	LOIS:
How’d you know I was going to say that?  Can you read minds and never told me?

SUPERMAN smiles.

	SUPERMAN:
No.  Someone else said the same thing to me, not very long ago.

	LOIS:
Was she right?

He smiles again.

	SUPERMAN:
He was…  I don’t know yet.

	LOIS:
Is that why you came back?

	SUPERMAN:
No.  I came back because…there was something I had to do. Something that only I could do.

	LOIS:
What?

	SUPERMAN:
Someone I cared for was in trouble.

LOIS blushes and smiles.

	LOIS:
Well, now that she’s alright…  Will you stay?

A brief pause.

	LOIS:
Don’t answer that.

They both laugh.

	SUPERMAN:
I don’t mean to talk business, Lois, but there’s more.  I need to know what you have on Luthor and the meteorite.

	LOIS:
You do get around, don’t you?

	SUPERMAN:
It helps when you can fly.

	LOIS:
Well, what do you have on Luthor and the meteorite?

	SUPERMAN:
You first.

	LOIS:
I show you mine, you show me yours?

Now its SUPERMAN’s turn to blush.

	LOIS:
	(smiling)
You’re such a goddam boy scout.

She sits down again.

	LOIS:
Ok.  All I know is that the thing is definitely man-made.  In other words, whatever it is, it’s not a meteorite. He’s got the thing sealed up in his main laboratory.  The latest is that he’s taken the project on personally, no outside personnel whatsoever are involved.  Now, he claims it’s an old Soviet spy satellite…

	SUPERMAN:
Its not.

Pause.

	SUPERMAN:
I just showed you mine.

Now LOIS blushes.

	LOIS:
That was good.  You got me.

He smiles.

	LOIS:
But that’s really all I know.  (pause)  Your turn, Man of Steel.

	SUPERMAN:
I can’t tell you everything I know, not yet.  But I can tell you to keep digging.  He’s hiding something.

	LOIS:
No shit.  I figured that out on my own.

	SUPERMAN:
You’ve gotten tougher since I left, Lois.

	LOIS:
Sorry, did I offend your virgin ears? (she smiles)  Well, we’ve had to toughen up, without the Man of Steel around to protect us.

Pause.

	LOIS:
You know what it is, don’t you?

	SUPERMAN:
Yes.

	LOIS:
How dangerous is it?

Pause.

	SUPERMAN:
Very.

	LOIS:
I see.

	SUPERMAN:
Anyways, I should be…

LOIS bounds out of her chair.

	LOIS:
Wait!  I just…  Well, I hope I wasn’t too hurtful, its just that we’ve missed you…  I’ve missed you.

SUPERMAN smiles.

	SUPERMAN:
Thank you, Lois.
	
LOIS:
Can I ask you for a favor?

	SUPERMAN:
Besides saving your life tonight?

She laughs.

	LOIS:
Besides that.

	SUPERMAN:
Of course.

	LOIS:
Can you, uh…

She casts her eyes skyward.

	LOIS:
Just for a few minutes.

SUPERMAN smiles.

	SUPERMAN:
Sure.

He puts his arms around her.

	SUPERMAN:
Hold on.

OH:  SUPERMAN and LOIS take off into the sky.  He carries her straight up over her apartment building and they hang suspended in the air, drifting over the lights of Metropolis below.

LOIS gingerly looks down.

	SUPERMAN:
Don’t look down.

LOIS smiles looks into his eyes.

	LOIS:
Its funny.  Someone goes away for a long time, so long that you almost forget about them. Then they come back and…its like they never left.

He doesn’t answer.

	LOIS:
If I kissed you right now, would you fly away and never come back?

	SUPERMAN:
	(whispered)
No.

	LOIS:
Good.

She kisses him passionately.  Slowly they float back down to the balcony.

LOIS blushes slightly and steps back.

	LOIS:
You’d better be going to…wherever you have to go…

	SUPERMAN:
Yes, I…

	LOIS:
Have to go save the world?

	SUPERMAN:
Something like that.

	LOIS:
Don’t stay there too long.

They smile at each other.  SUPERMAN turns and lifts off.  LOIS watches him as he disappears into the night sky.

	LOIS:
God, I am such a pushover.

CUT TO:

INT. LUTHOR’S OFFICE – MORNING

LUTHOR is walking down the hallway towards his office.  He is suddenly accosted by GIBERIAN.

	GIBERIAN:
Mister Luthor, I have to speak to you!

	LUTHOR:
Not now, Felix.

	GIBERIAN:
Please Mr. Luthor, this is unacceptable!

LUTHOR wheels around to face him.

	LUTHOR:
Excuse me?

	GIBERIAN:
I mean…eh…

	LUTHOR:
This is my company, Doctor.  I decide what is acceptable and what is not!  Is that clear?

	GIBERIAN:
Mr. Luthor, please.  I only want an explanation.

	LUTHOR:
For what?

	GIBERIAN:
Why has my crew been taken off the retrieval project?

	LUTHOR:
That is now being dealt with through other agencies.

	GIBERIAN:
Mr. Luthor, my crew is the finest in the country!  In dealing with an alien technology, who could possibly…

	LUTHOR:
This is not a topic of discussion, Doctor.  I have made my decision.  And I would remind you of you’re confidentiality agreement.  I assure, I don’t look kindly on those who break their agreements with me, and neither do my lawyers.

	GIBERIAN:
But sir, why have we also been taken off the military contracts.  Surely the defense technology can have no connection to…

	LUTHOR:
If you don’t like the situation, Doctor, I can always find myself another Head of Technological Development.

	GIBERIAN:
No.  No sir, that’s fine.  I mean… Its your company after all.

	LUTHOR:
I’m glad you see things my way.

He walks down the hall and into his office, leaving GIBERIAN behind.

He sits down at his desk and hits the intercom.

	LUTHOR:
Marcy?

	MARCY:
Yes, Mr. Luthor.

	LUTHOR:
Tell the public relations people that I want to buy ten minutes of airtime at six o’clock tonight.

	MARCY:
Yes sir.  Will that be all networks, sir?

	LUTHOR:
Yes, all networks.  And cancel my appointments for tonight.

	MARCY:
Yes sir.

LUTHOR settles back in his chair.

CUT TO:

INT. DAILY PLANET OFFICES – DAY

PERRY WHITE is screaming at LOIS at the top of his lungs.  The entire office looks on.

	PERRY:
You saw him!  You saw him last night and you didn’t bring a camera, a tape recorder, anything?!!!  What the hell do I pay you for, Lane?!

	LOIS:
Chief, I…

	PERRY:
The biggest story in this city since…well since the last time he showed up, and you don’t even take notes?!!!!

	LOIS:
I was…

	PERRY:
Did he tell you anything?!  Anything at all?!  Where’s he been, what’s he been doing, who’s he been doing?!  Anything?!

	LOIS:
It was off the record, chief.

	PERRY:
Off the record?!  Off the record?!

	LOIS:
Look, I promised him…

	PERRY:
Jesus Benjamin Harrison Christ!  (he turns to the crowd)  Any of you want first anchor’s chair?!  Come on, speak up goddamit!  Its up for grabs!

JIMMY OLSON yells from the other end of the room.

	JIMMY:
Guys!  You have got to see this!

Everybody turns to look at the bank of monitors on the wall.

LUTHOR’S face is staring out from the television screen.  As he speaks, we see people all over the city watching him.

	LUTHOR:
As the most prominent businessmen in Metropolis and one of its leading citizens, I would like to join you in expressing my happiness and celebration at the reappearance of our longtime champion, Superman.  As you know, he and I have had our differences in the past, but that is the past, and we must now move on to help ensure the future of our great city.  Accordingly, I would like to invite the Man of Steel to a conversation, man to Superman, as it were, in which we can discuss and negotiate our differences.  I am sure that two reasonable men of accomplishment such as ourselves can come to resolve our differences.

Superman, if you can hear this broadcast, I invite you to meet with me on the observation deck of the LexCorp building at midnight tonight.  I know you don’t have a problem with heights, so I’ll tell the elevator operators to go home early.

LUTHOR smirks.

	LUTHOR:
I am extending the hand of reconciliation to you, Superman.  I will be there. I hope you will be too.

The image fades into these words: THIS HAS BEEN A PAID COMMERCIAL ANNOUNCEMENT FROM LEXCORP INDUSTRIES.

	JIMMY:
Wow, you think he’ll go for it?

LOIS has her hands crossed across her chess.

	LOIS:
I hope not.

	PERRY:
Lois!  What the hell are you standing there for!  We go live in five minutes!

	LOIS:
Can it chief.

She stalks away.

	PERRY:
Prima donnas.

CUT TO:

EXT. LEXCORP OBSERVATION DECK – NIGHT

We approach slowly from the air.  There is a lighted pavilion on the observation deck where a lone figure is waiting: LEX LUTHOR.

LUTHOR looks anxiously at his watch.  He sighs.  He turns to look at the glass windows of the LexCorp building and sees SUPERMAN’s reflection.

He turns to face the Man of Steel.

	LUTHOR:
You’re fifteen minutes late.  I was ready to give up and go home.

	SUPERMAN:
What do you want, Luthor?

	LUTHOR:
Lex, please.  Sit down.

SUPERMAN doesn’t budge.

	LUTHOR:
Your choice.

LUTHOR stands and walks over to the edge of the observation deck.

	LUTHOR:
Quite a sight, isn’t it?  But I suppose you’re used to it by now.  It must be an interesting view you get on all of us trudging around on the ground.  Almost godlike.

	SUPERMAN:
Is this what you brought me here for?  A philosophical discussion?

	LUTHOR:
Something like that.  (he smiles)  I’ve never understood you, Superman.  Even back in my…in our younger days.  How old are you, anyways?  Well, I imagine aliens age differently from earthlings.  My point is: you’re a mystery to me.

	SUPERMAN:
I’m surprised you give me so much thought.

	LUTHOR:
Oh, I’ve been thinking about you quite a bit for the last few days.  I admire you, Superman, I always have.  You see, I’m a businessman, an entrepreneur.  All my life has been a quest to reach the utmost limits of my abilities.  But you?  You were born without limits.  None of our petty human inadequacies apply to you.  You can do…anything you want.

	SUPERMAN:
What’s your point, Luthor?

	LUTHOR:
My point?

CUT TO:

A surveillance camera view of the two of them.  Graphics scroll across the screen.  BRAINIAC is analyzing SUPERMAN as they talk.

CUT TO:

LUTHOR puts down his wine glass.

	LUTHOR:
My point, Superman, is why would someone like you, with all your extraordinary powers, have such limited ambitions?

	SUPERMAN:
Excuse me?

	LUTHOR:
I’m being vague, aren’t I?  Well, it comes down to this: when you look at us, at our pale, weak, human flesh; at our earthbound, flightless, fragile bodies; don’t you feel just the slightest…contempt?  Perhaps even hatred?  How small we must seem to you.  How petty, how spiteful, how…superfluous.  Do you feel that way?

	SUPERMAN:
No.

CUT TO:

BRAINIAC POV - A readout says: KRYPTONIAN, ANALYZING DNA PATTERN.

CUT TO:

LUTHOR and SUPERMAN.

	LUTHOR:
Really?  That’s interesting.  Because I have my own little theory about why you left, and why you’ve been gone so long.

	SUPERMAN:
Is that so?

	LUTHOR:
Yes.  You see a lot of people think you left because you figured you weren’t needed anymore.  You cleaned up the town and it was time for the sheriff to leave.  But I don’t think that’s true.

	SUPERMAN:
No?

	LUTHOR:
Want to know what I think?

	SUPERMAN:
Not particularly.

	LUTHOR:
Humor me, Superman.  I think you left because you got tired of us.  You got worn out with solving the problems of a pathetic, ignoble race like ours.  You felt like a god looking after an anthill in the middle of the desert.  You started to wonder: what’s the point of it all?  I think that you just couldn’t take it anymore.  And you were afraid of what you might do if you stayed.

SUPERMAN doesn’t answer.  He looks disturbed by what LUTHOR has said.

	LUTHOR:
Touched a nerve, haven’t I Superman?

CUT TO:

BRAINIAC POV – The readout says: IDENTIFIED.  The image switches off to static.

CUT TO:

SUPERMAN raises his eyes.

	SUPERMAN:
You’re not as smart as you think you are, Luthor.

	LUTHOR:
That’s what my mother always said before I put her in the home.  Poor thing.

	SUPERMAN:
I’ve heard enough.

He turns to go.

	LUTHOR:
You haven’t heard my offer yet!

SUPERMAN turns.

	SUPERMAN:
What could you possibly offer me?

	LUTHOR:
The greatest gift of all, Superman: a reason to exist.  (pause)  You see, Superman, I know what it is you need, because I need it too.  I’m not like you.  I had to work for everything I have. I wasn’t born with wings or X-Ray vision or…all that other stuff you do.  I started out as a broke laboratory researcher and now I own this city!  Hell, I made this city!  Every inch of it!  Every circuit, every transistor, every pulse of electricity running through Metropolis comes from me.  All around me is the monument to my greatness.  Can you say the same?  (pause)  You ran away, Superman, I didn’t.  And look what I’ve accomplished.

	SUPERMAN:
I didn’t come here to listen to you compliment yourself, Luthor.

	LUTHOR:
No.  You came because deep down you know I’m the only man on earth who can offer you a task equal to your abilities.

	SUPERMAN:
What task?

	LUTHOR:
Conquest.

	SUPERMAN:
What?

	LUTHOR:
Yes.  However brilliant I may be, and I am quite brilliant, in the end I’m only human.  I can only go so far.  But you, Superman!  You have no limits!  None of our petty scruples or delusions of morality can mean anything to you!  There’s a whole world below you, ripe for the taking!  If ever a being was born for conquest, Superman, its you!

SUPERMAN turns away.

	SUPERMAN:
	(whispered)
No.

	LUTHOR:
Your eyes tell the truth, Superman.  You need me as much as I need you!  We’re the same, you and I!  We stand on the heights looking down at the huddled masses and laugh!  We need the sky, Superman!  We need the stars!  We need to own them!  Possess them!  Make them over in our own image!

SUPERMAN turns to face LUTHOR again.

	SUPERMAN:
What did you say?

	LUTHOR:
Think of it, Superman, a new kingdom, a new earth.  Ruled by the most brilliant human mind on this planet and the most powerful being in the galaxy.  A kingdom of titans, Superman!  And I can give it to you!  We can expand what I’ve built here in Metropolis until it covers the entire world!  And then…who knows?

	SUPERMAN:
A kingdom…in my image…

	LUTHOR:
Yes!

SUPERMAN stares at the ground a long time, then looks up.

	SUPERMAN:
You’re wrong, Luthor.

	LUTHOR:
What?

	SUPERMAN:
I don’t want a kingdom, or power, or money, or anything else you can offer me.

	LUTHOR:
What else can you want?  What else can you possibly be fighting for?

	SUPERMAN:
TRUTH, JUSTICE, AND THE AMERICAN WAY!

	LUTHOR:
You’re kidding.  (he laughs)  You are kidding right? What are you, a Young Republican?

	SUPERMAN:
I didn’t understand it either for a long time, but I do now.

	LUTHOR:
But…

SUPERMAN turns to take off.

	LUTHOR:
Hey!  Where are you going?  Get back here you goddam overgrown boy scout!

SUPERMAN flies off into the night sky. LUTHOR watches him go, unable to understand what has just happened.

CUT TO:

INT. LABORATORY

LUTHOR comes in and sits down.

	LUTHOR:
I told you it was hopeless.

	BRAINIAC:
It is irrelevant now.

	LUTHOR:
Why?  What have you discovered?

	BRAINIAC:
The one you call Superman is not of this world.

	LUTHOR:
Tell me something I don’t know.

	BRAINIAC:
The scans are conclusive.  He is Kryptonian.

	LUTHOR:
Kryptonian?  Everyone knows he’s from Kryton.  What does that have to do with anything

A star map is projected in front of LUTHOR.

	BRIANIAC:
The planet Krypton, destroyed over thirty earth years ago with all its inhabitants.  All but one.  He is that one.

	LUTHOR:
Blah blah blah, same old story.

	BRAINIAC:
His name is…

	LUTHOR:
His name?  Did you say “his name”?

	BRAINIAC:
His name is Kal-El.  He is the son of Jor-El, the creator.

	LUTHOR:
The creator?  You mean, the one who created you?

	BRAINIAC:
Yes.  Jor-El the creator defeated me once before.  His son will not.  

	LUTHOR:
Does that mean you…(breathless with anticipation) You can defeat him?

	BRAINIAC:
I can destroy him.

	LUTHOR:
	(in a whisper)
How?

The doors at the other end of the laboratory open.

	BRAINIAC:
I will show you.

LUTHOR rises from his chair and walks through them.

CUT TO:

INT. CORRIDOR

LUTHOR comes to a set of doors. Overhead there is a sign that reads: RESTRICTED – LEXCORP MILITARY RESEARCH CENTER.

The doors open.

CUT TO:

INT. MILITARY RESEARCH CHAMBER

We are inside an enormous warehouse.  There are military vehicles and equipment everywhere.  LUTHOR steps into the room.

Standing around the walls are enormous humanoid machines, robots standing on two legs, each equipped with a Cyclopean eye in the center of their heads.

	LUTHOR:
Extraordinary.  This is what you’ve been building here?

	BRAINIAC:
Yes.  Observe.

One of the robots steps forward.  From its eye, it fires an energy blast which detonates on impact, blasting an enormous crater in the floor.  The room shakes.  LUTHOR covers his ears at the explosion.

	LUTHOR:
My God.

	BRAINIAC:
These machines will fulfill our bargain, and grant you control over this city.

	LUTHOR:
But still, they can’t stand up against him!

	BRAINIAC:
No.

Something large and mechanical rumbles in the back of the room.  LUTHOR steps back, terrified.

Like an enormous steel monster, a form rises up from the floor of the chamber.  Three times the size of the robots, it stands on two massive legs, its metal body studded with weapons.  In its center stands a giant, glowing red eye.  It towers over LUTHOR.

	BRAINIAC:
Behold the destruction of the son of Jor-El the creator.

The monsters chest begins to open, and LUTHOR squints in the blinding green light.

In the belly of the steel beast is an enormous, glowing rock of Kryptonite.

CUT TO:

INT. DAILY PLANET STUDIO – DAY

LOIS is ending her broadcast.

	LOIS:
…his reasons and intentions remain a complete mystery.  We’ll be back with more of our 24 hour coverage on The Return of Superman in just a…

All the monitors turn to static.

	DIRECTOR:
What the hell?

PERRY WHITE looks around.

	PERRY:
Whose been screwing with the computers again?!

LOIS watches with eyes wide as LUTHOR’s face appears.

	LUTHOR:
Good evening, citizens of Metropolis…

CUT TO:

EXT. METROPOLIS CENTER

Outside the Daily Planet building, one of the robots drops out of the sky and lands on the street.

CUT TO:

EXT. METROPOLIS CITY HALL

Another robot comes rumbling down from the sky.  Its massive feet smash into a line of parked cars, flattening them.

CUT TO:

EXT. METROPOLIS BRIDGE

Under the elevated highway, the ground begins to rumble, and the shadow of another robot falls over the terrified onlookers.

CUT TO:

INT. STUDIO

LUTHOR goes on.

	LUTHOR:
As you can see, LexCorps’s new attack droids are touching down in strategic spots all over Metropolis.  I assure you, these machines are completely harmless unless directed otherwise.  A brief demonstration…

He touches a button.

CUT TO:

EXT. METROPOLIS CENTER – DAY

One of the attack robots turns and fires a blast into a department store.  It explodes into flames.  People begin screaming and running in all directions.

CUT TO:

INT. STUDIO

People run towards the windows, where the smoke and flame are pluming upwards.

	LUTHOR:
I can assure you, the destructive power of these machines is well beyond the technology of any current military power.  I built this city, and if my demands are not met, I will happily exercise my right to destroy it.  The Mayor of Metropolis is hereby ordered to officially grant me complete dictatorial powers over the City of Metropolis within three hours time. If he refuses to comply, I will unleash the full destructive power of my machines on Metropolis and beyond!

There is a gasp from the crowd.

CUT TO:

People down on the street watching the broadcast on an enormous screen affixed to the Daily Planet building.  People start to panic, running in all directions.

CUT TO:

INT. STUDIO

LUTHOR smiles.

	LUTHOR:
And as for you, Superman, wherever you are, I’m sure we’ll be seeing you very soon.  In fact, I’m looking forward to it.

The picture goes back to static.

LOIS jumps into action, running towards the elevators.

	PERRY:
Lois, where the hell are you going?!

	LOIS:
I think someone’s looking for me!

	PERRY:
What?!

The elevator doors close.  PERRY turns back to the studio.

	PERRY:
Well?!  Get somebody behind that desk, goddamit!  We’re going live!!!

CUT TO:

EXT.  ROOF OF DAILY PLANET BUILDING – DAY

LOIS rushes out of the elevators.  She looks around frantically, then spots SUPERMAN standing on the ledge of the building, his cape flapping in the breeze.

	LOIS:
You saw?

	SUPERMAN:
Yes.

	LOIS:
What did he say to you last night?

	SUPERMAN:
He asked me to rule the world with him.

	LOIS:
	(smiling)
What did you tell him?

	SUPERMAN:
My schedule’s full.

	LOIS:
Whatever he found in that meteorite, it’s causing this, isn’t it?

	SUPERMAN:
Yes.

	LOIS:
What is it?

	SUPERMAN:
Off the record?

	LOIS:
Off the record.

	SUPERMAN:
It’s name is BRAINIAC.  It’s a Kryptonian supercomputer, a living artificial consciousness.

	LOIS:
But…you always said Krypton was destroyed.

	SUPERMAN:
It was.  I don’t know how it survived, but it did.  And now its here.  Luthor must have gained access to it somehow, but this isn’t Luthor’s plan, its BRAINIAC’s.

	LOIS:
I doubt Luthor needed much persuading.

	SUPERMAN:
You don’t understand, through Luthor, BRAINIAC can access the entire information network of Metropolis, and then…who knows?

	LOIS:
What does it want?

	SUPERMAN:
To destroy the earth.

	LOIS:
	(sarcastic)
That’s all?

	SUPERMAN:
Lois, listen to me, this thing will annihilate every living thing on this planet and build up a new machine civilization, created in its own image.

	LOIS:
That’s impossible…

	SUPERMAN:
I wish it was.

	LOIS:
My God.  What do I do?

	SUPERMAN:
Nothing.  When this is over, you’ll have more than enough to nail Luthor for good.  But right now, stay out of danger.  (pause)  It’s up to me.

	LOIS:
Be careful.

	SUPERMAN:
	(smiling)
That sounds funny, coming from you.

	LOIS:
I mean it.

They look into each other’s eyes for a long moment.

	SUPERMAN:
I have to go, there’s no time.

	LOIS:
Go where?

	SUPERMAN:
There’s someone I have to talk to.

He kisses her on the forehead.

	SUPERMAN:
I’ll return in time.  I promise.

He turns away from her and takes off into the sky.

CUT TO:

INT. FORTRESS OF SOLITUDE

SUPERMAN walks towards his father’s image.  Slowly, JOR-EL turns to face his son.

	JOR-EL:
Speak, my son.

	SUPERMAN:
You know what’s happening?

	JOR-EL:
Yes.

	SUPERMAN:
BRAINIAC built those machines.

	JOR-EL:
Of course.

	SUPERMAN:
Its beginning its conquest of earth.

	JOR-EL:
Yes.

	SUPERMAN:
How do I destroy it?

JOR-EL does not answer.

	SUPERMAN:
You built it!  You must know how to destroy it!

	JOR-EL:
Your powers will be useless.

	SUPERMAN:
I know.  BRAINIAC is Kryptonian, it will have defenses against Kryptonian powers.

	JOR-EL:
Yes.

	SUPERMAN:
How then?

	JOR-EL:
There is only one way.  The most dangerous of all.  You must merge with BRAINIAC.  Your consciousness must become one with it.  And you must destroy it from within.

	SUPERMAN:
How is that possible?

	JOR-EL:
When I created BRANIAC, it was necessary to imprint the networks of a biological mind on to its artificial network, in order to begin the process of AI synthesis.  To do this, I gave it the ability to interface with biological organisms.

	SUPERMAN:
That’s how it gained control of the Metropolis network, isn’t it?  It interfaced with Luthor’s mind.

	JOR-EL:
Undoubtedly.  BRAINIAC’s control over a human mind must be extraordinary.  Only a Kryptonian mind can overcome its power.  Your mind, my son.

	SUPERMAN:
I don’t know if I can, father.

	JOR-EL:
You must, my son.  I am sorry.  This sin is mine, but it has fallen to you to atone for it.  Remember all I have taught you, and remember the wisdom of your forefathers.  We will be with you.

SUPERMAN nods.

	JOR-EL:
You are the last heir of our people, Kal-El.  The last son of Krypton.  May our last folly be wiped out by the last of our children.

His image shimmers with white light and slowly disappears.  SUPERMAN stands alone in the Fortress of Solitude.
	 
CUT TO:

EXT. METROPOLIS CENTER – DAY

People are anxiously watching the giant robot, who stands, unmoving, against the sky.  LOIS’s face is on a block of TV sets in a store window.

	LOIS:
The Mayor and the Govorner are reportedly asking Luthor for time to negotiate, but as the deadline draws nearer, there is no sign that Luthor will change his demands.  The Mayor has issued an official plea for Superman’s help, but the Man of Steel has not…

The picture goes to static again.  People huddle together in fear.

LUTHOR’s face appears.

	LUTHOR:
Citizens of Metropolis!  My generous deadline has been passed!  Since your elected officials have betrayed you, I have no choice but to answer them with brute force!

The crowd starts to panic.

	LUTHOR:
Behold, the wrath of Luthor!

The robot turns to the row of stores and fires its blasters.  People scream and run in all directions as the stores explode into flames and debris.

CUT TO:

EXT. METROPOLIS CITY HALL

The robot fires straight into the City Hall building.  Glass and stone fly in all directions.

CUT TO:

EXT. METROPOLIS BRIDGE

The robot blasts the bridge to pieces.  Cars smash into the highway below.  People run screaming in all directions.

CUT TO:

EXT. CITY HALL

Police squad cars pull up.  Men in SWAT uniforms jump out with machine guns and bazookas.  They open fire on the giant robot, but with no effect.  The robots foot comes down, blocking out the sun.  The policemen scatter as their cars are squashed flat by the steel beast.

CUT TO:

INT. MAYOR’S OFFICE

THE MAYOR watches helplessly out the window as the robot starts walking towards the City Hall, blasting away at the retreating police.

	MAYOR:
God help us all!  Where the hell is Superman?!

CUT TO:

EXT.  METROPOLIS CENTER

Two robots are converging on the area, firing into buildings and cars.  Flames leap from destroyed buildings.  Fire trucks converge on the site, but the robots swat them away, sending the trucks flying as if they were wind-up toys.  The streets are pure pandemoniuym.

CUT TO:

INT. DAILY PLANET NEWSROOM – DAY

LOIS and the rest of the staff rush to the windows at the sound of the explosions.

	LOIS:
Oh my god.

She beckons to JIMMY OLSON.

	LOIS:
C’mon, get your camera!

They run towards the elevators.

CUT TO:

EXT. METROPOLIS CENTER

One of the robots turns and starts making its way towards the Daily Planet building.

CUT TO:

INT. DAILY PLANET NEWSROOM

PERRY WHITE’s cigar drops out of his mouth as he realizes what is happening.

	PERRY:
Holy sh…

CUT TO:

EXT. ROOF OF DAILY PLANET

LOIS and JIMMY burst out of the elevators.  JIMMY shoulders his camera and points it at the carnage below.

	LOIS:
Pulitzer Prize, here I come!

CUT TO:

INT. LABORATORY

LUTHOR watches the chaos on a monitor.

	LUTHOR:
I haven’t had this much fun in years!  C’mon Superman!  Lets see those baby blues.

CUT TO:

SUPERMAN POV – Coming down out of the sky into the heart of Metropolis.

CUT TO:

EXT. METROPOLIS CENTER

People look up and begin to point.

	CROWD:
Look!  Up in the sky!  ITS HIM!

SUPERMAN comes flying down between the skyscrapers of Metropolis.  The crowd erupts into cheers.  SUPERMAN waves.

	SUPERMAN:
Sorry I’m late, folks.

	CROWD:
Go get him, Superman!

SUPERMAN turns, his face determined, and flies towards the robot.

CUT TO:

BRAINIAC POV – SUPERMAN is coming straight at us.

CUT TO:

INT. LABORATORY

Luthor stares at the image of SUPERMAN coming head on like a battering ram.

	LUTHOR:
He’s not going to…

CUT TO:

EXT. METROPOLIS CENTER

Superman smashes into the robots chest and bursts out the other side.  Flames burst out of the gaping wound in the metal monster.  The robot sways with the sound of creaking metal and topples over into the street.

The crowd goes wild with cheers.

CUT TO:

EXT. ROOF OF DAILY PLANET

LOIS screams with joy.

	LOIS:
I knew he’d come!

CUT TO:

INT. DAILY PLANET NEWSROOM

PERRY WHITE exhales and mops his brow.

	PERRY:
Jesus Herbert Walker Christ, where the hell are my pills?

CUT TO:

BRAINIAC POV – the readout says: ATTACK UNITS CONVERGE ON PRIMARY TARGET.

CUT TO:  

The other robots begin to lumber towards Metropolis Center, firing as they go.

SUPERMAN banks around to face them.  The lead robot opens fire, knocking him down into the street.  SUPERMAN stands firm, his face creased with effort as he deflects the blasts with his hands.

SUPERMAN squints his eyes, and his heat vision strikes the robot’s head, melting it down into liquid metal.  Sparks fly and the robot crumples to its knees.  SUPERMAN grabs it and hurls it the length of the avenue.  It hits the street and bursts into flaming pieces.

	CROWD:
Look out, Superman!

Another robot is almost on top of SUPERMAN.  SUPERMAN takes off into the air, but the robot’s fist connects, smashing him down into the street.  The crowd gasps.  The robot brings its giant foot down on SUPERMAN, but the Man of Steel grabs it with both hands.  He wheels around and hurls the robot into a cement building.  Its steel skin shatters, revealing its internal wiring.  It emits the piercing sound of an overheating engine and then explodes, scattering pieces of robot all over the street.

The crowd cheers again.

CUT TO:

EXT. DAILY PLANET NEWSROOM

LOIS watches the battle.

	LOIS:
C’mon Superman!  One more!

CUT TO:

EXT. METROPOLIS CENTER

SUPERMAN takes off, banking through a narrow avenue and underneath a railroad bridge.

CUT TO:

EXT.  METROPOLIS CITY HALL PLAZA

The last robot sees him coming.  It fires at full blast, flinging SUPERMAN into a tall building.

CUT TO:

INT. MAYOR’S OFFICE

The MAYOR and his staff gasp.

	MAYOR:
That had to hurt!

CUT TO:

INT. BUILDING – DAY

SUPERMAN crashes through the windows and through several walls.  He comes to rest in an office full of computer technicians.  They look at him stunned.

He gets up and dusts himself off.

	SUPERMAN:
Sorry about the mess folks.

He takes off again.  They stare after him open-mouthed.

CUT TO:

EXT. CITY HALL PLAZA

SUPERMAN flies out of the hole in the building and pulls up, suspended in midair.  The robot targets him again, but SUPERMAN blows his freezing breath.

The robot freezes, its outer skin becoming encrusted with ice.  SUPERMAN goes right at it at full speed.  He hits it with a massive impact, shattering the machine into a thousand frozen pieces.

CUT TO:

INT. THE MAYOR’S OFFICE

Everybody cheers and claps their hands.

	MAYOR:
Get somebody on the phone, I want that guy to run for alderman next year!

CUT TO:

EXT. CITY HALL PLAZA

SUPERMAN slowly touches down.  The CROWD swarms around him, cheering and hugging him.

	SUPERMAN:
Now, hold on folks, it’s still dangerous around here.

The CROWD can barely contain itself.  They are all over him.

There is a sudden, ominous booming noise. The ground shakes.

The crowd goes silent and turns in the direction of the sound.  SUPERMAN looks with them, down towards Metropolis Center.

Another boom, and the ground shakes again. People start to move slowly away.  There is fear in their eyes.  Its not over.

We hear another boom, and then another.  The ground begins to shake over and over again.  Then we realize what it is, it is the sound of marching metal feet.

Suddenly, the form of the BRAINIAC attack unit, four stories high, riddled with weapons, with its horrifying, cyclopean eye looms above them.  People begin to scream and scatter in all directions.

BRAINIAC opens fire, laser blasts tearing apart buildings and cars.

SUPERMAN takes off, going full speed for the monster.

CUT TO:

EXT. METROPOLIS CENTER

A squad of police cars appears.  The cops jump out and open fire, the bullets glancing off the metal monster.

BRAINIAC fires a barrage of small missiles, and the cops run for cover as their cars are consumed in a massive inferno.

People huddle in corners and cower before the enormous machine.

Buildings are engulfed in flames as BRAINIAC stomps by, crushing cars, streetlights, and telephone polls under his enormous legs.

CUT TO:

INT. DAILY PLANET NEWSROOM

PERRY watches dumbfounded as the enormous machine rips the city to shreds.

	PERRY:
Madeline!  Get my lawyer on the phone!  I’m changing my will!

CUT TO:

EXT. METROPOLIS CENTER

BRAINIAC turns and pours machine-gun fire into the buildings nearby.  People run for cover from the shattering glass and fragments of metal and brick.

CUT TO:

EXT. ROOF OF DAILY PLANET BUILDING

LOIS points to the deadly machine.

	LOIS:
You keep that camera on it, you hear me!

JIMMY aims the camera at the machine.

CUT TO:

EXT. METROPOLIS CENTER

People are huddled in terror as the machine approaches.  Suddenly, a child in his mother’s arms stops and looks at the sky, transfixed.  The others look up as well, and a sudden look of hope fills their eyes.

SUPERMAN flashes past them.  They cheer with hope and relief.  The machine stops its advance as SUPERMAN lands before it, smashing so hard into the street that it cracks under his feet.  BRAINIAC turns to face him.

	BRAINIAC:
At last, we face each other, Kal-El.  The last survivors of Krypton.  Sons of the same father.

	SUPERMAN:
My father created you.  Now his son will destroy you.

There is an eerie silence on the street.  Everyone is watching and waiting.

	BRAINIAC:
So be it, brother.  Destroy me.

BRAINIAC fires his lasers.  SUPERMAN raises his hand and stops the beam, holding it back as if by pure physical strength.  But he can’t hold it, the beam throws him back into a store window.

SUPERMAN raises himself up, shakes the broken glass off and flies towards BRAINIAC, smashing into him at full speed and sending him flying.  BRAINIAC bats him away.  SUPERMAN careens into a line of cars, smashing a massive dent into the side of a Mac truck.

As SUPERMAN gets to his feet, BRAINIAC fires his machine-guns, the bullets glancing off SUPERMAN until BRAINIAC’s guns are empty, clicking on empty chambers.

SUPERMAN picks up a manhole cover and hurls it like a discus.  It slams into BRAINIAC’s head, knocking him over.  SUPERMAN rips a streetlamp off the street and, wielding it like a bat, smashes the machine in the head, driving it into the street.

CUT TO:

LOIS on the roof, looking on, a look of joy on her face.

CUT TO:

SUPERMAN stands above the body of the BRAINIAC machine.

CUT TO:

BRAINIAC’s eye in the laboratory.

CUT TO:

SUPERMAN exhales.  Is it over?

No.  One of BRAINIAC’s arms comes up and smashes SUPERMAN away. The machine slowly rises to its full height, only slightly dented.

It fires at SUPERMAN, missing him and blasting a line of cars into smithereens.

One of the flaming cars careens towards a small girl on the sidewalk.  She screams in terror.  SUPERMAN rushes forward with blinding speed and pulls her out of the way.

The girls mother runs up and grabs the child.

	MOTHER:
Thank you, Superman!

	SUPERMAN:
Get her out of here, now!

The mother rushes off just as one of BRAINIAC’s missles strikes the ground in front of SUPERMAN, sending him flying.

SUPERMAN gets up, dazed.  He looks at the people huddling in terror and realizes he has to get BRIANIAC away from the crowds.

SUPERMAN takes off, flying straight up in the air.

	SUPERMAN:
Come on, follow me!

The BRAINIAC machine looks skyward.  Then, slowly, rocket packs deploy from its back.  They ignite and BRAINIAC takes off after SUPERMAN with a ferocious roar.

CUT TO:

EXT. SKY – DAY

BRAINIAC is gaining on SUPERMAN.  SUPERMAN turns and disappears into a cloud.

BRAINIAC stops, hovers in midair and scans the clouds.

There is a flash of blue and red.  SUPERMAN smashes into BRIANIAC, ripping off part of its left arm.  The machine grabs for him with the other arm but misses.

BRAINIAC fires after SUPERMAN, who banks around and comes back at full speed.

SUPERMAN hits BRAINIAC headlong.  The two Kryptonians grapple in a death grip, almost face to face.

The red eye on the head of the BRAINIAC machine begins to glow brighter and more hellish than ever.  SUPERMAN squints to block off the glare.

	BRAINIAC:
You forget, son of Krypton, I am the One that knows all.  Even you.

The chest of the great machine opens up to reveal the glowing green stone set in a metal claw: Kryptonite.

SUPERMAN’s eyes open wide.  The green rays envelope him.  He begins to choke, his face his contorted with pain.  The strength ebbs from his body.  The green light becomes brighter and SUPERMAN can hold on no longer.  He lets go.

SUPERMAN falls like a dead weight out of the sky.

CUT TO:

EXT. METROPOLIS CENTER

The crowd watches in horror as SUPERMAN crashes to the ground, tearing a massive crater in the street.

There is a dead silence.

CUT TO:

EXT. DAILY PLANET ROOF

LOIS looks down in horror.

	LOIS:
Oh God.

CUT TO:

EXT. METROPOLIS CENTER

Slowly, SUPERMAN tries to crawl out of the crater, but he can’t muster the strength.

The BRAINIAC machine lands in the street with a crash and the sound of tearing asphalt.  It looks down at the batterd SUPERMAN.

	BRAINIAC:
Time to die, son of Krypton.

A green beam of light emits from the Kryptonite stone in the monster’s chest, and engulfs SUPERMAN in its deadly glow.  SUPERMAN drops to his knees, his strength and his life ebbing away.

CUT TO:

LOIS, now terrified.

	LOIS:
No!

CUT TO:

BRAINIAC reaches down with one of its claws and lifts SUPERMAN off the ground.  SUPERMAN’s face is twisted in pain and agony.  BRAINIAC hurls him the length of the street.

SUPERMAN crashes into a ten-story building, the glass, stone and metal smashing around him.

Two enormous missiles emerge from BRAINIAC’s shoulders.  It targets and fires.  They strike the building and erupt into a massive explosion.  In a horrendous collapse of glass and metal, the building implodes into itself, sending an enormous cloud of smoke, ash and debris into the air.

People look on, horrified, as the smoke clears, revealing only a pile of rubble and fire from which no one could have survived.

CUT TO:

EXT. DAILY PLANET ROOFTOP

LOIS covers her mouth, her eyes rimmed with tears.

	LOIS:
No.  Oh no.  Its not possible.

CUT TO:

EXT. METROPOLIS CENTER

BRAINIAC approaches the rubble, lowering his weapons, his red eye shining as if in triumph.

The onlookers stare, terror in their eyes.  The mother clasps her child to her.

The crowd approach as close as they dare.  Tears begin to show in their eyes.  A young woman sits on the curb and starts to cry.

CUT TO:

INT. LABORATORY

LUTHOR pounds the console with glee.

	LUTHOR:
AT LAST!  AT LAST!

CUT TO:

EXT. METROPOLIS CENTER

The mother begins to cry.  The girl in her arms looks confused, uncomprehending.  Then she hears a faint noise, like tumbling rocks.  She turns.

	GIRL:
Mommy!

A few pieces of rubble begin to tumble off the massive wreck of the destroyed building, clattering down to the street.  People begin to stand and look, unsure what is going on.  The wreckage shifts slightly.  A large piece of concrete topples end over end on to the street. Then, a single hand smashes through the mass of stone and metal.

As the people look on, their eyes wide, SUPERMAN tears his way out of the rubble and stands, covered with dust and ash, his eyes set and determined.  With his other hand, he drags a tattered American flag out of the wreckage.

The onlookers cheer as if their life depended on it.

CUT TO:

INT. LABORATORY

LUTHOR’S faith contorts with rage.

	LUTHOR:
Arghhhhhhh!!!!!

CUT TO:

EXT. DAILY PLANET ROOFTOP

LOIS begins to weep with joy.

CUT TO:

EXT. METROPOLIS CENTER

SUPERMAN slams the American flag into the wreckage.  The wind catches it and the stars and stripes flutter in the wind.  SUPERMAN takes flight, bearing down on BRAINIAC.  The crowd yells its approval.  BRAINIAC targets its weapons, but it is too late.  SUPERMAN smashes into the monster head on, dragging him across the street, tearing up asphalt and smoke around them.  SUPERMAN smashes his fist into the chest of the monster.  Sparks fly, electric bolts erupt in all directions.  The deadly green light of the Kryptonite engulfs them both.  Then, there is an enormous explosion, smashing the windows and shaking the foundations of the surrounding buildings.  A green-hued mushroom cloud rises up into the sky.

CUT TO:

EXT. DAILY PLANET ROOFTOP

LOIS turns and runs for the elevators.

CUT TO:

EXT. METROPOLIS CENTER

People slowly step into the street, trying to see through the smoke.  As it clears, they see an apocalyptic scene.  Cars overturned, fires burning, an enormous crater blasted out of the street.

LOIS runs through the crowd, looking desperately for SUPERMAN.  Then she stops.

Among the debris and the remains of the BRAINIAC machine, lies SUPERMAN, covered with pieces of stone and metal.  LOIS rushes up to him.  He does not seem to move or breath.  LOIS kneels down and cradles his head in her arms.

	LOIS:
Oh my god!  Oh my god!

She brushes the dust from his face, looking for signs of life.  She closes her eyes in grief.

	LOIS:
No, please, no.  You have to open your eyes.  You have to open your eyes.  Please.

Tears begin to stream down her face.  She looks up at the sky in despair.

Slowly, SUPERMAN’s hand reaches up and touches her face. She looks down and her face breaks into a joyous, tearful smile. She bends down and kisses him on the lips.

SUPERMAN opens his eyes.

	LOIS:
	(whispered)
Thank you.

	SUPERMAN:
For what?

SUPERMAN slowly gets to his feet, brushing the dirt off his costume.  LOIS collects herself.

	LOIS:
Oh, I’m just…glad you’re ok.

SUPERMAN smiles.

	SUPERMAN:
Thank you, Lois.

Suddenly, she embraces him.  SUPERMAN looks flustered, but puts his hand on her head to comfort her.

	SUPERMAN:
It’s alright.

	LOIS:
Is it?  Is it really over?

	SUPERMAN:
Almost.

He steps back as a crowd of cheering people gather.  He doesn’t seem to see them.  He just smiles at LOIS.

	SUPERMAN:
I won’t be long.

He takes off into the sky.

CUT TO:

INT. LABORATORY CORRIDOR

SUPERMAN smashes through the roof.

CUT TO:

BRAINIAC’s eye, watching him.

CUT TO:

SUPERMAN looks around him, trying to use his X-Ray vision, but the walls are made of lead.

BRAINIAC’s disembodied voice is heard.

	BRAINIAC:
Welcome, Kal-El.  You have overcome the final challenge.  Come forward.

SUPERMAN strides towards the end of the corridor.  The door reads: “LEXCORP LABS – RESTRICTED”.

	BRAINIAC:
You have no need of your powers now.

The door slides open to allow SUPERMAN to enter.  He steps inside.

CUT TO:

INT. LABORATORY

LUTHOR is sitting trancelike in his chair, electrodes in his head.  His eyes are wide open and staring.  SUPERMAN and BRAINIAC at last stand, face to face.

	BRAINIAC:
Here we are at last, Kal-El son of Jor-El the creator.  The last survivors of Krypton.

	SUPERMAN:
We are not the same.  You are evil, twisted, greedy for destruction and power.

	BRAINIAC:
If so, I am made in my creator’s image.

	SUPERMAN:
That is a lie.

	BRAINIAC:
There is only one way to discover the truth, Kal-El.

Another chair lies back, and electrodes fall from the ceiling.

	BRAINIAC:
You and I must become one.

SUPERMAN hesitates.

	BRAINIAC:
If you seek to defeat me, Kal-El, it is the only way.  You know this as well as I do.  Our creator knew it as well. That is why he has sent you to me, even across the infinity of time, even from beyond death itself.

	SUPERMAN:
I will defeat you.

	BRAINIAC:
Then there is nothing for you to fear.

SUPERMAN sits in the chair.  The electrodes attach themselves to his head.

BRAINIAC’s eye begins to glow.

CUT TO:

A glowing void.  Lights begin to hurtle past us.  Stars and galaxies, suns erupting into supernovas.  A cascade of lights fill the screen.

	BRAINIAC:
Your mind is mine.

A series of images, memories, fantasies flash past at blinding speed.

	BRAINIAC:
We are one, Kal-El.

CUT TO:

BRAINIAC’s eye, now enormous, consuming time and space itself, bending and twisting the very fabric of reality.  Its Cyclopean red overwhelms the screen.

CUT TO:

SUPERMAN’s eyes open, in enormous closeup, glowing red as BRAINIAC’s eye.

	BRAINIAC:
Speak, Kal-El.  Speak.

The two last survivors of Krypton stare at each other for a long moment.

	SUPERMAN:
Die.

	BRAINIAC:
What?

	SUPERMAN:
Die.

	BRAINIAC:
No.

	SUPERMAN:
Die.

	BRAINIAC:
It cannot be!

	SUPERMAN:
Die!

BRAINIAC’s eye begins to glow, the light growing stronger and stronger.

	BRAINIAC:
No!

	SUPERMAN:
Die!

The light overwhelms BRAINIAC’s eye.

	SUPERMAN:
Die!

There is an enormous explosion, seeming to consume the universe itself.  The screen fills with an apocalyptic red, which fades away to white and finally to BLACK.

FADE IN:

The laboratory is destroyed.  SUPERMAN rips the electrodes off his head and stands up.  LUTHOR is unconscious, covered with dust.  SUPERMAN looks at the BRAINIAC machine, which is now blasted into pieces.  He walks through the wreckage and sees BRAINIAC’s eye, still glowing weakly, among the debris.  He crushes it to pieces under his foot.

LUTHOR groans as he begins to wake up.  SUPERMAN takes him by the scruff of the neck and lifts him off the ground.

	LUTHOR:
Superman!  Don’t hurt me please!  It, it was all BRAINIAC’s fault!  I couldn’t stop him!  I’ll tell you everything!

	SUPERMAN:
Save it for the judge, Luthor.

He takes off with LUTHOR, who shrieks as they smash through the laboratory ceiling.

CUT TO:

EXT. POLICE STATION – DAY

Some cops are milling around, waiting to go on shift.  They hear a crashing sound and turn.  SUPERMAN is standing on one of the police cars, holding LUTHOR in one hand.  The COPS stare at him, dumbfounded.

	SUPERMAN:
Sorry about the car, fellas. I’m a little out of practice.  I think this gentleman has quite a story for you.  You should find everything you need back in his laboratory.  I don’t think you’ll have a problem getting a warrant.

He throws LUTHOR to the ground.

	LUTHOR:
This isn’t over, Superman!  They haven’t invented the jail that can hold Lex Luthor!

SUPERMAN smiles.

	SUPERMAN:
Enjoy, gentlemen.  Don’t let him get too excited.

He zooms off into the sky.  The cops watch him, astonished, as he goes.

CUT TO:

EXT. BALCONY – NIGHT

LOIS is sitting on her balcony, writing on a laptop; the expanse of the Metropolis skyline before her.  SUPERMAN floats down out of the sky and lands behind her.

	SUPERMAN:
Good evening, Miss Lane.

She starts and turns around.

	LOIS:
I’m Miss Lane again, already?  Whats a girl to think?

SUPERMAN smiles.

LOIS:
Sorry, I guess I haven’t gotten used to having you around again.

	SUPERMAN:
I haven’t either.

	LOIS:
I hear Luthor’s hired the most expensive lawyer in Metropolis.

	SUPERMAN:
Well, you should find everything you need on the LexCorp mainframe and the security cameras.  I think I can trust you to get the word out.

	LOIS:
Did you come to talk business, or…

	SUPERMAN:
Or…

	LOIS:
Or…not business…

	SUPERMAN:
Actually, I came to thank you Lois.  You were very brave today.  I…appreciate your concern for my safety.

LOIS laughs.

	LOIS:
That’s funny, you saying that to me..

	SUPERMAN:
Well…

He starts to turn.

	LOIS:
Wait!  Don’t just fly away and…

SUPERMAN smiles.

	SUPERMAN:
Don’t worry, Lois.  I’m going to be around for awhile.

LOIS smiles back at him.

	LOIS:
I know you will.

SUPERMAN looks up at the night sky and then takes off.  LOIS watches him, grinning from ear to ear, as he flies away.

CUT TO:

SUPERMAN, flying upwards, the lights of Metropolis below him.  He zooms past us and we…

CUT TO BLACK

THE END