Superman
Script created with Final Draft by Final Draft, Inc.

[ bottom ]
                                        "Superman"
                                            by

                                      Scott Edwards
                                            &
                                     Paul M. Wolford
                 Based on, the character created by Jerry Siegel and Joel
                                         Shuster




               FADE IN:



         1     EXT. SPACE - DAY                                         1

               Billons of stars caress our eyes. Several twinkling stars
               reminds us someone winking at us to get our attention...or
               signaling.

               We TILT DOWN to see the

               U.S.S. CONSTITUTION

               The newest marvel in the space exploration world. In short:
               NASA's wet dream.



         2     INT. U.S.S. CONSTITUTION, COCKPIT - CONTINUOUS           2

               LOIS LANE, twenties, is staring out at the vast emptiness of
               space. Truthfully, most men could care less about space when
               they have her in their sights, a dark haired angel as she
               floats.

                                   LOIS
                         Lieutenant Knight, can you give me
                         a hand?

               LIEUTENANT KNIGHT, mid-to-late twenties, is looking at a clip
               board. Without looking Knight lets go of his pen, letting it
               float in front of him as he pushes Lois higher up by her rear
               end. Lois looks back and smiles at Knight shaking her head.
               Knight looks at her with a devilish smile: what?

               A VOICE is cleared. Lois and Knight look over at COLONEL
               HICKS, late thirties to mid-forties, at the controls. He's
               the soft spoken, badass type in the vein of Michael Biehn,
               and he's not happy with Knight and Lois' conduct. 

               Sitting next to Hicks is LIEUTENANT EDWARDS, barley younger
               then Knight and the muscle of the crew.

               Knight quickly takes his hand from Lois' ass. Lois and Knight
               share a quick look like busted teenagers. Knight looks back
               over at Edwards who spots him with a thumbs up and a huge
               smile.

                                   HICKS
                             (stern)
                         Edwards.

               Edwards promptly turns back to his controls.

                                   HICKS (cont'd)
                         Okay, we are about five minutes
                         from entering our re-entry
                         trajectory so go ahead and strap in
                         and get your helmet on if you don't
                         mind, Miss. Lane.

                                   LOIS
                         Yes, Colonel Hicks.

               ANGLE ON - DIGITAL CAMCORDER, floating past a radar screen.
               We hold on the radar. A steady BEEPING is heard as we see
               several object heading towards the center of the monitor
               until -- BOOM!

               The cabin comes alive as it violently shakes. Alarms BLARE.



         3     I/E. U.S.S. CONSTITUTION, COCKPIT - CONTINUOUS           3

               ANGLE ON - PORT SIDE, as Constitution is being barraged by a
               tidal wave of meteors. Baseball size dents are forming.

               Knight looks out the window.

                                   KNIGHT
                         We're screwed!

               WHAM!

               ANGLE ON - STARBOARD WING, as a meter SLAMS into the
               STARBOARD WING tearing a hole into it. 

               The Shuttle JOLTS.

               ANGLE ON - PORT SIDE, as the meteors continue their attack on
               the port finally tearing their way into the dents.

               LT. CASEY and LT. VASQUEZ inspect the damage out the
               starboard window.

                                   CASEY
                         We have an impact on the starboard
                         wing!

                                   HICKS
                         Everybody strap in and put your
                         helmets on now!
                             (into the com)
                         Houston! Houston! This is the USS
                         Constitution! Mayday this is the
                         Constitution.

               Lois watches Hicks and the crew intently. She's scared but at
               the same time slightly aroused with the danger.

                                   CONTROL (O.S.)
                             (filtered)
                         Houston control, what is the
                         situation, Colonel?

                                   HICKS
                             (over looking controls)
                         We've been hit! We are heavily
                         damaged! We're off our trajectory.

                                   CONTROL (O.S.)
                             (filtered)
                         Can you regain control?

               INSERT - NAVIGATION COORDINATES, trajectory slowly lines back
               up.

                                   HICKS
                         Yeah Houston, we got it!

                                   CONTROL (O.S.)
                             (filtered)
                         Great, Constitution. Now --

               BOOM!

               ANGLE ON - REAR FUSELAGE, as a meteor SLAMS into it! Fuel
               leaks out, freezing as it escapes. 

               More ALARMS BLARE, DEAFENING the crew. EMERGENCY LIGHTS FLOOD
               THE COCKPIT.

                                   EDWARDS
                         Shit! Rear fuselage! It's leaking!

               Casey and Vasquez both bolt for their seats as...

               BOOM! A second meteor hits causing another explosion!

               The impact throws Casey face first into a bulkhead. Blood
               flows freely into the air like a dream passing over the
               interior.

               WHAM! Vasquez is thrown into the cabin wall and knocked
               unconscious.

               The vessel begins to glow red hot and shakes violently as it
               slams into the 

               ATMOSPHERE. 

               Hitting gravity, Casey and Vazquez's bodies hit the ground.
               The blood drops onto the instruments and crew. Lois's face is
               splattered with blood. Her face frozen in horror.

               Hicks fights the controls.

                                   HICKS
                         Lieutenant Knight! Secure Vasquez
                         now!

               Knight scrambles from his seat and dives for Vasquez, but as
               he does the ship rocks violently throwing him up into the
               wall, BREAKING his leg. Knight SCREAMS in agony, but fights
               through it.

               Knight grabs Vasquez and starts to drag her on the floor. As
               he turns his head he looks up at the window and sees debris
               from the shuttle flying outside the window. He looks down and
               sees the ceramic tiles breaking apart under him.

               Hicks takes a quick glance from his instruments and sees the
               carnage behind him and calmly turns back to his copilot.

                                   HICKS (cont'd)
                         Edwards, get back there and help
                         them.

                                   EDWARDS
                         Sir, you can't fly this thing by
                         yourself with it damaged like this!

               Lois finally gathers her senses.

                                   LOIS
                         I'll get them, you just fly this
                         thing!

                                   HICKS
                         No! You stay where you are!

                                   LOIS
                         If both of you don't fly this
                         shuttle then we are all going to
                         die!

                                   HICKS
                         Okay but get with it!

               Lois unbuckles her harness and grabs Knight by the shoulders
               and pulls him to the side of his seat.

                                   KNIGHT
                         Go! I'll get in myself!

                                   LOIS
                         Alright!

               Lois goes back for Vasquez.

               ANGLE ON - LEFT RUDDER, as it's SHEARED off by the intense
               heat and turbulence.

               Lois is flung towards a bulkhead, but at the last moment she
               is stopped. Lois quickly looks back. Knight has her by the
               leg. Knight lets go, then painfully crawls back into his
               chair. 

               Lois crawls back along the deck to Vasquez. Pulling Vasquez
               behind her, she inches toward the seat as the vessel shakes
               even more violently.

               Finally, and with all the strength in her body Lois hauls
               Vasquez into the seat and buckles her in and puts her helmet
               on, and then she gets in her seat and fastens her own
               harness.

                                   EDWARDS
                         Sir we have lost one of our
                         engines, the tail section is
                         breaking up!

                                   HICKS
                         She'll hold together, Lieutenant!
                         Just help me get us leveled off!

               The ship eventually begins to slow and level off some,
               decreasing the heat and turbulence.

                                   HICKS (cont'd)
                         Are we still on course?

                                   EDWARDS
                         Yes Sir, we're on the eastern
                         seaboard!

               Edwards quickly double checks his instruments.

                                   EDWARDS (cont'd)
                         We're going to have to land at
                         Metropolis International!

                                   HICKS
                         Houston, this is Colonel Hicks, we
                         are going to land at Metropolis
                         International! Clear the airspace
                         and the airport for us!

                                   CONTROL (O.S.)
                             (filtered)
                         Say again, Constitution.

                                   HICKS
                         Clear the airspace at Metropolis
                         International! We're coming in!

                                   CONTROL (O.S.)
                             (filtered)
                         Constitution there's not a chace
                         that Metropolis can be cleared in --

                                   HICKS
                         We're coming into Metropolis
                         whether they like it or not! So
                         save some lives and make the call!

               Hicks looks back over at his injured crew and locks eyes with
               Lois. They both know they are not going to make it. Hicks
               turns his concentration back to the controls.



         4     EXT. SKY - DAY                                           4

               Constitution flies beautifully, yet tragically over the
               Eastern United States.

                                                                CUT TO:



         5     INT. METROPOLIS INTERNATIONAL AIRPORT, HELP DESK - DAY   5

               BARB, a young, attractive southern bell in a bright blue and
               red Airline Uniform smiles brightly.

                                   BARB
                         Hello, I'm Barb. How may I help
                         you?

               CLARK KENT smiles back. Clark is the all American boy with
               good look and boyish charm. However, he has that look that he
               will never amount to anything other then what he is now but
               that's all about to change.

               Clark is dressed in a brown leather jacket and blue jeans.
               The best he can afford.

                                   CLARK
                         Hi, Barb. May I have an application
                         please?

                                   BARB
                         Well, you sure can, darlin'.

                                   CLARK
                         Great.

               Barb reaches under the help desk and pulls out an application
               form.

                                   BARB
                         Here ya' go.

                                   CLARK
                         Thanks.

                                   BARB
                         You interested in working here at
                         Metropolis Air?

                                   CLARK
                         Well to be honest I want to be a
                         journalist for the Daily Planet but
                         they are not accepting any
                         applications so I'm trying to get
                         on wherever I can.

                                   BARB
                         Yeah, things are tough. You like to
                         fly?

                                   CLARK
                         Not really. Thanks a lot, Barb.
                         Take care.

                                   BARB
                         You too, sweetie. Good luck.



         6     EXT. METROPOLIS INTERNATIONAL AIRPORT, TERMINAL - CONTINUOUS6

               Clark leaves the desk with a broad smile. Clark walks past a
               PHONE BOOTH. 

               MMMRARRAAHHHHH!!!!!

               AN UNHOLY STOMACH GROWL comes from within Clark's bowels
               RATTLING the receiver off the hook. Clark sheepishly looks
               around holding his stomach. Nobody heard. Clark looks at the
               phone booth. Thinks.



         7     INT. METROPOLIS INTERNATIONAL AIRPORT, FOOD COURT - MOMENTS7
               LATER

               Clark heads towards a table with a tray of hamburgers and
               fries. EMERGENCY TEAMS rush past Clark. He notices them but
               sits down at table, without a second thought or look at the
               teams. 

               Clark starts to take a bite from one of his hamburgers then
               stops. Listens.



         8     EXT. METROPOLIS INTERNATIONAL AIRPORT, RUNWAY - THAT MOMENT8

               A grey shadow looms over the emergency crews as they get into
               position and prepare for the arrival of Constitution at the
               largest airport in the world.

               Rain begins to FALL.



         9     INT. METROPOLIS INTERNATIONAL AIRPORT, FOOD COURT - THAT 9
               MOMENT

               Clark slowly sets the hamburger down and turns his head
               towards the terminal on his left. Listens. 

               Hundreds of cancelled flights are ANNOUNCED, overlapping one
               another along with thousands of GROANS from unseen
               passengers.

               Smoothly, a sultry voice begins to rise into clarity. As we
               see pissed off passengers walking out of the terminal with
               family.

                                   GRANT (O.S.)
                             (filtered)
                         Good Morning Metropolis.
                         This is Cat Grant with WGBY and the
                         Noon Hour News. Heavy storms are
                         expected today which means it's
                         going to be a wet one and we'll
                         have more on that in just a few
                         minutes. Today's top story is the
                         return of the space shuttle
                         Constitution and its crew of five
                         as they have completed their
                         delivery run to the new space
                         station, "Friendship." The crew is
                         scheduled to land today at Coast
                         Spaceport outside of Coast City
                         where WGBY will be on hand to bring
                         you live coverage of their return.
                         Also on board is the famous and now
                         first journalist in space, Lois
                         Lane. Ms. Lane is a field reporter
                         for the Daily Planet...

               Clark's eyes turn to a monitor.

               INSERT - TV, as the beautiful CAT GRANT anchors. Her voice
               slowly drowns out the ambience sounds in the airport
               suppressing them to a whisper.

               Cat is being handed a piece of paper. The sultry voice turns
               dead serious.

                                   GRANT (cont'd)
                         This just in. It appears that the
                         Constitution has been struck by
                         meteors and has taken heavy damage.
                         One astronaut is reported dead and
                         another seriously injured. The
                         Constitution was knocked off course
                         and is making an emergency landing
                         at Metropolis International.  We
                         are told that there is now danger--

               An EXPLOSION of noise erupts as the airport goes nuts! Clark
               watches the crowd as passengers are wasting no time getting
               the hell out of Dodge. Babies cry. Kids scream. People tear
               through their own luggage only to pull out their cameras and
               make for the windows.

               LIGHTNING STRIKES shatter our ears as the rain smashes
               against the windows. Clark continues to watch the crowd. Some
               deserve pity. Some deserve death.

               Finally Clark sees a small child standing alone, crying.
               Hidden to everyone but Clark by a suitcase. Clark turns his
               head down the aisle. 

               A mob is running towards the child kicking objects out of
               their way. 

               Clark looks back to the child. He's too small to see, just to
               small. Damn it, Clark do something!

               QUICKLY THE CHILD IS SNATCHED UP into the arms of its father.
               Clark relaxes. WHOOSH! An EXIT door is opened up by the
               crowd. A gust of wind sweeps through the court. The father
               turns from the winds covering his son. 

               Clark looks at the man. Blue jeans, flannel shirt, streaks of
               grey hair. A perfect reminder of Jonathan Kent. 

               Clark's eyes tighten. His fists clench till his knuckles are
               white.

               WHOOSH! Another gust of wind. The father turns back to the
               Exit door. People that were pushing through the door stop and
               turn to their neighbors: What was that?

               The father looks over to Clark's table.

               EMPTY.



        10     EXT. METROPOLIS, SKY LINE - DAY                         10

               The Constitution is approaching fast towards Metropolis
               International with engines breaking apart and the tail
               section vibrating furiously.



        11     I/E. U.S.S. CONSTITUTION, COCKPIT - DAY                 11

               Colonel Hicks, with his jaw clenched tight is visibly pale as
               a lightning bolt races across the rain soaked nose of the
               Constitution.

                                   HICKS
                         Hold on everybody! It's about to
                         get very bad!

                                   EDWARDS
                         Well, that's an improvement!

                                   HICKS
                         Stow it, Edwards! Knight! Lane! Get
                         your heads down!

               Lane and a very shaky Knight comply.

                                   HICKS (cont'd)
                             (into com)
                         Metropolis International! This is
                         the Constitution! I hope you have
                         those emergency crews on hand!

                                   CONTROL TOWER (O.S.)
                             (filtered)
                         EVAC crews are on station and
                         ready, Constitution. Good luck.

                                   HICKS
                         Thanks, Metropolis!
                             (to Edwards)
                         Deploy the landing gear!

               Lieutenant Edwards reaches over to do so.

               SKKSKRACCCKK!

               A lightning bolt SLAMS into the nose of the Constitution
               RIPPING away a piece of the structure that SLAMS right into
               the cockpit glass. Metal flies towards Edwards' head.

               Lightning WHITES OUT the FRAME.

               The white fades only to see that Edwards' neck is a BLOODY
               STUMP. Next to him Hicks holds his neck as blood SPRAYS in an
               arch from a large piece of glass that pierces his throat.

               Gurgling with blood pouring from his neck wound and mouth,
               Hicks still valiantly tries to hold the vessel steady but
               eventually succumbs to the loss of blood and dies.

                                   KNIGHT
                         Shit!

               Lois and Knight start to unbuckle and make for the controls.
               Inches from the control chairs all lights in the cockpit go
               out. Constitution has died.

               Knight grabs Lois and pulls her down next to him and wraps
               his arms around her and the chair holding on for dear life.

               Constitution bucks once then flips end over end and sails
               towards the concrete below as the tail section BREAKS OFF.



        12     EXT. METROPOLIS INTERNATIONAL AIRPORT, RUNWAY - CONTINUOUS12

               ANGLE ON - THE RUNWAY, as EVAC crews look up into the sky.

               ANGLE ON - THE TAIL, as it SPEEDS TOWARDS the ground.

               ANGLE ON - THE RUNWAY, as the crew hauls ass!

               WHOOM! The tail SLAMS into an empty 747. The Left side BLOWS
               OUT sending debris into a

               TRANSFORMER.

               BOOM! SPARKS FLY!

               The airport and runway lights begin to flicker on and off.



        13     I/E. U.S.S. CONSTITUTION, COCKPIT - THAT MOMENT         13

               ANGLE ON - LOIS, as she looks out the cockpit, her face
               frozen in horror.

               LOIS' P.O.V. as the concrete comes RUSHING up to meet us when
               a FLASH of brown flies by. Suddenly the concrete starts to
               slow down.  

               Amazingly, the Constitution begins to right itself.  Knight
               and Lane exchange a brief disbelieving glance at each other.
               Knight promptly passes out from the pain and shock.

                                   LOIS
                         Lieutenant?



        14     EXT. METROPOLIS INTERNATIONAL AIRPORT, RUNWAY - THAT MOMENT14

               Rescue crews and airline customers look up in amazement as
               the shuttle slowly glides towards the ground. 

               THEY BECOME EVEN MORE AMAZED WHEN THEY SEE THE SILHOUETTE OF
               A MAN UNDERNEATH THE SHUTTLE, his arms spread like Atlas
               bearing the weight of the world. LIGHTNING STREAKS ACROSS THE
               SKY BEHIND HIM AS RUNWAY LIGHTS FLICKER MORE RAPIDLY.

               CLARK KENT neatly lands on the runway and sets the battered
               shuttle down on the ground. The rain and dim lighting is too
               concealing for the crowd to clearly make out his face. 

               AS THE STUNNED CROWD WATCHES, THE MAN RIPS THE DOOR FROM ITS
               MOORING AND TOSSES IT ASIDE LIKE A PIECE OF TRASH. He enters
               the shuttle as.

               PHEWWWW!

               All power at the airport is lost.



        15     INT. U.S.S. CONSTITUTION, COCKPIT - CONTINUOUS          15

               A mystified Lois watches the hatch fly away and a tall, well
               built man stands before her. He reaches out to her as she
               tries to focus on his face, with the lightning bolts in the
               sky behind him but this is just too much for her and she
               passes out onto Knight.



        16     EXT. METROPOLIS INTERNATIONAL AIRPORT, RUNWAY - THAT MOMENT16

               Finally emergency crews snap out of it and turn on their
               flashlights and rush to aid the injured astronauts.

               Clark is carrying the body of Hicks out of the shuttle and
               gently lays it down on the tarmac. A nearby EMT rushes over
               to the man's prone body and checks his pulse.

                                   EMT
                         Damn. He's gone.

                                   CLARK
                             (stunned)
                         His hands were still wrapped around
                         the controls.

                                   EMT
                         Man, I don't know how you done that
                         but you saved the other people in
                         there. You're a hero. No, you're a
                         superhero.

                                   CLARK
                         Not enough.

               With that Clark turns as a mob envelopes him and starts to
               claw at his clothes and face with add-libs: Heal me! God
               bless you! I'll be your manager! Cure my cancer! Praise you,
               Jesus!

               The mob rips and tears at him like he is made of gold. Clark
               looks at the mob and back to the dead bodies.

                                   CLARK (cont'd)
                             (to the mob)
                         People are hurt, what is wrong with
                         you?

               The crowd continues to praise Clark and try to touch him.
               Clark looks back at the dead bodies one last time then flies
               off. 

               Lois Lane awakes just long enough to watch him take flight
               again.

                                                                CUT TO:



        17     EXT. KENT FARM - MOMENTS LATER                          17

               The Kent farm covered in a gloom of grey.

               Once again, as if by design, Jonathan's 1963 International
               farm tractor has broken down. Jonathan lays under the tractor
               and swings his hammer.

               Rust and dirt and other objects fall from the internal areas
               of the old tractor. Jonathan looks over at the fallen
               objects: Great. That will take a week to repair.

               Jonathan strikes again. The hammer bounces back. Jonathan's
               knuckles are crushed against a beam. Jonathan mumbles and
               swears at the tractor.

               ANGLE ON - MARTHA KENT, as she walks onto the back porch
               drying her hands on an apron. She nervously looks at the legs
               sticking out from the red and rust ridden tractor.

                                   MARTHA
                         Jonathan, are you okay out there?

                                   JONATHAN
                         Yeah honey, just banged my knuckles
                         on this blasted old tractor!

                                   MARTHA
                         Okay, Jonathan. Why don't you come
                         inside for a bit and rest? Lunch is
                         almost ready anyway and planting
                         season is still two months away.

                                   CLARK (O.S.)
                         Better make that lunch for three,
                         Mom!

                                   MARTHA
                             (looking to the sky)
                         Clark!

               Martha full of joy meets her son as he lands in the back
               yard. She wraps him in a formidable hug that even he would
               have trouble resisting. The joy is short lived though.

                                   MARTHA (cont'd)
                         Where have you been for the last
                         two months? You promised you would
                         visit.

               Her playfulness ends as she finally notices the downcast look
               on her only son's face.

               Jonathan approaches behind Clark.

                                   JONATHAN
                         What's wrong, Clark?

               Clark quietly looks at his father then back at his mother:
               Guide me.



        18     INT. KENT FARM, KITCHEN - MOMENTS LATER                 18

               The Kent kitchen is very typical of the Midwest. Counter
               space and cabinet space is taken up by cooking supplies,
               canned goods, and homemade items. Few appliances other than a
               toaster and a coffee maker are to be found. Here everything
               is wholesome and homemade. 

               It appears very warm and comfortable but today it is home to
               a broken young man. Jonathan and Martha listen and look at
               Clark with the love only a parent can show by a glance.

                                   CLARK
                         ...they died Mom. Only three of
                         them survived. If I had acted
                         sooner I could have saved two
                         others. I was selfish and people
                         are dead because of it. One of the
                         astronauts bled to death at the
                         controls. That man is the hero not
                         me --

                                   MARTHA
                         Clark you didn't kill those people. 
                         It was a horrible accident and
                         there was nothing you could do to
                         stop it and that reporter and the
                         other two astronauts would be dead
                         now if you hadn't saved them. Not
                         to mention all the people on the
                         ground that could have been hurt or
                         killed.

                                   CLARK
                         I know that Mom, but I should have
                         gone and seen what was happening
                         when those emergency teams came
                         through the airport, but I just
                         shrugged my shoulders and told
                         myself they could deal with it.

                                   JONATHAN
                         Clark that is something you are
                         going to have to forget. You are
                         going to have to accept that it
                         wasn't your fault and that even if
                         you had acted then, they might
                         still have died. Even you can't be
                         everywhere at once, Clark.

               Clark looks down at the kitchen table taking it in.

                                   RADIO
                             (filtered)
                         ...you'll believe a man can fly
                         when you hear this story folks.
                         During a storm that --

               Jonathan quickly turns off the radio and gently smiles at
               Clark.

                                   JONATHAN
                         Sorry about that, Son.

                                   CLARK
                         I'll never hesitate again. I don't
                         think I can go back to Metropolis
                         right now. I don't know if I can
                         handle it and if someone saw my
                         face then I might never get any
                         peace.

                                   JONATHAN
                         Clark, do what you think is right. 
                         You need to relax and get your head
                         together.

                                   MARTHA
                         You always have a place to stay
                         here, Clark.

                                   CLARK
                             (grins)
                         And a tractor to fix?

               Jonathan and Martha smile. Martha walks overs to the cupboard
               and starts making some supper.

                                   MARTHA
                         Oh, Clark don't get your father
                         started on that.

               Too late.

                                   JONATHAN
                         That blasted tractor.

                                   CLARK
                         Get a new one, dad.

                                   JONATHAN
                         Why? It still works.

                                   CLARK
                         Dad.

                                   JONATHAN
                         Well, after we fix it.

                                   MARTHA
                         I think Clark would rather hear
                         about something else, Jonathan.

                                   JONATHAN
                         And what would that be?

                                   MARTHA
                         Lana.

               Clark's ears perk up.

                                   CLARK
                         Lana Lang? Why what's wrong?

                                   MARTHA
                         Well, she's single and you're
                         single.

               Martha turns and smiles at Clark.

                                   MARTHA (cont'd)
                         That's what's wrong.

               Clark smiles. Jonathan just shakes his head.

                                                                CUT TO:



        19     INT. AMBULANCE - DAY                                    19

               An overweight EMT is taking Lois' blood pressures as she
               awakes with a jolt on a wheeled stretcher.

                                   EMT
                         Easy, Ms. Lane. You're safe now.

                                   JIMMY
                         You'll be okay, Ms. Lane.

               Lois looks out the ambulance and sees, JIMMY OLSEN,
               photographer for the Daily Planet waving at her.

                                   LOIS
                         Jimmy. Who was that man who saved
                         us?

                                   JIMMY
                         I don't know, Ms. Lane. The crowd
                         practically mobbed him and he took
                         off.
                             (imitating with his hands)
                         Jumped right in the air and flew
                         away. I wouldn't believe it if I
                         hadn't seen it with my own eyes,
                         Ms. Lane. But I believe I got a
                         picture of him.

                                   LOIS
                         Have you called Perry yet?

                                   JIMMY
                         No. I don't have a phone with me

                                   LEX (O.S.)
                         I have one, Ms. Lane. You can use
                         it.

               Peering into the Ambulance is LEX LUTHOR. Considered by the
               world to be the richest man alive and one of the most
               brilliant businessman in history. Luthor is in his mid-
               thirties, bald, and well dressed, even if he is soaking wet.

               Lex takes out his phone and hands it to her.

                                   LOIS
                         Thank you, Mr. Luthor.

               Lois accepts the phone with a smile and makes a call. Lex
               turns back around and looks at the mess behind him as the
               AIRPORT LIGHTS COME ON. Make no mistake about it, his
               interest remains on Lois' conversation behind him.

                                   PERRY (O.S.)
                             (filtered)
                         Perry White.

                                   LOIS
                         Perry, it's Lois.

                                   PERRY (O.S.)
                             (filtered)
                         Lois, thank God you're alright.
                         I've been trying to get some
                         answers for over an hour. What the
                         hell happened out there?

                                   LOIS
                         I don't know. The shuttle was hit
                         by a meteor. The shuttle. I saw a
                         blur as we were falling. I saw the
                         ground heading towards us then we
                         stopped. A minute later the door
                         was ripped off the hinges. 

                                   PERRY (O.S.)
                             (filtered)
                         Lois, I've heard that bunch of
                         malarkey for the last hour on TV.

                                   LOIS
                         That's what I saw Perry. Jimmy
                         thinks he has a picture too.

                                   PERRY (O.S.)
                             (filtered)
                         Never mind Lois, I believe you.
                         They're showing the airport
                         security tape on the TV right now.

                                   LOIS
                         What? You can believe the TV but
                         not your best journalist?

                                   PERRY (O.S.)
                             (filtered)
                         No Lois, that's a pretty far
                         fetched thing to be reporting but I
                         believe you.

                                   LOIS
                         Okay, Perry.

                                   PERRY (O.S.)
                             (filtered)
                         Oh, and, Lois?

                                   LOIS
                         Yeah?

                                   PERRY (O.S.)
                             (filtered)
                         Have that article on my desk before
                         tomorrow's issue goes to print.

                                   LOIS
                         You know I will, boss.

               Lois hangs up the cell phone.

                                   LOIS (cont'd)
                         Mr. Luthor?

               Lex turns back and takes the phone.

                                   LEX
                         A flying man, Ms. Lane? Are you
                         sure?

                                   LOIS
                         Well, I didn't quite see him fly
                         but he sure ripped that door off
                         its hinges. Thanks you for letting
                         me use your phone but if you want
                         any more information you're going
                         to have to pick up a copy of the
                         Planet tomorrow. I'm sorry, but I'm
                         too tired to talk about it right
                         now.

                                   LEX
                         Of course, Miss. Lane. You rest up
                         now.

                                   LOIS
                         Thank you, Mr. Luthor.

                                   JIMMY
                         Goodbye, Mr. Luthor.

               Lex forces a smile at Jimmy.



        20     EXT. METROPOLIS INTERNATIONAL AIRPORT, RUNWAY - CONTINUOUS20

               Lex turns back around and sets out to the crash site and
               begins to sift through some of the wreckage. He finds deep
               gouges where the hatch used to be. Five gouges on each side
               to be exact.

               Lex places the back of his fingers to one set of the gouges.
               His fingers fit into them... barley. Lex thinks. 



        21     INT. U.S.S. CONSTITUTION, COCKPIT - CONTINUOUS          21

               Stepping inside he discovers a world of twisted metal,
               hanging electronics, and broken glass.  Rescue crews are
               still busy making sure that the shuttle doesn't erupt into
               flames, so Lex has a moment to look around, unobserved. 

               Poking around the wreckage, Lex locates the black box and
               tries to find a way to unlock it from its mount, but before
               he can find anything, an FBI agent steps inside the shuttle.

                                   FBI AGENT (O.S.)
                         What the hell are you doing in
                         here!?

               Luthor calmly turns around as a dozen guns are cocked.

                                   LEX
                         I'm Lex Luthor and I happen to own
                         this vessel.

               The FED's lower their weapons.

                                   FBI AGENT
                         I'm sorry but I'm going to have to
                         ask you to leave, Mr. Luthor. This
                         is a federal investigation and even
                         you are not allowed here.

                                   LEX
                         Yes, agent. No problem. Just make
                         sure you keep me posted on what is
                         happening, as is part of the
                         agreement between my company and
                         the federal government. I'm sure
                         you can find the number.

                                   FBI AGENT
                         Yes, sir.  We will do just that. 
                         Now this way if you please.

                                   LEX
                         Certainly.

               Lex exits the shuttle with a few agents escorting him.



        22     INT. KENT FARM, CLARK'S BEDROOM - MORNING               22

               A dead tired Clark lays on his bed looking up at the ceiling.

                                   CLARK
                             (under his breath)
                         Lana Lang.

               Seconds later Clark finally drifts off to sleep. We PUSH past
               Clark passing a digital clock that reads:

                                         5:00 AM

               We continue to PUSH as we reach the window as the Sun begins
               to rise over the Kansas fields.

                                                                CUT TO:



        23     EXT. METROPOLIS, VARIOUS STREETS - MORNING              23

               All across Metropolis the civilians are walking about in a
               buzz. Children run out of stores with their parents, arms
               spread out as if they are flying. Bus stops resemble
               miniature libraries as everyone is reading a newspaper.

               We PUSH in on the Daily Planet Newspaper Headline:

                             FLYING MAN SAVES DAMAGED SHUTTLE

               Accompanied by a grainy photo of the shuttle being held aloft
               by a man, whose features were indiscernible in the photo.

                                                          MATCH CUT TO:



        24     INT. DAILY PLANET, PERRY WHITE'S OFFICE - MORNING       24

               Daily Planet front page in the hands of PERRY WHITE. Perry
               slams down the paper.

               Lois and Jimmy, who loses his spine whenever Perry is around,
               jumps back.

                                   PERRY
                         Wonderful article, Lois! Sold out
                         all over the city!
                         And Jimmy, those were great
                         pictures of that shuttle wreckage
                         and the finger marks! And the cover
                         shot is your best ever, even if you
                         can't see his face!

                                   JIMMY
                         Uh...thanks boss.

                                   PERRY
                         Lois, that name you gave him is
                         pure genius!
                             (spreading out his arms)
                         "Superman!"

               Lois, still a little banged up but looking good, cracks a
               smile.

                                   LOIS
                             (somberly)
                         Thanks, Perry.

                                   PERRY
                         Don't let what happened keep you
                         down, Lois. You are a journalist
                         first. It's a damned shame that
                         three astronauts had to die. I
                         would gladly trade all our sales
                         today to bring 'em back, but
                         nothing can be done about it. You
                         need to stay on track, Lois. Okay?

                                   LOIS
                         Yeah Perry, I will. It's just hard
                         to watch people die right in front
                         of you like that. They were all
                         really good people and easy to get
                         along with. I keep wondering why I
                         lived and they died.

                                   PERRY
                         You can't dwell on that, Lois. You
                         have to accept that it was their
                         time and not yours. It was a
                         horrible thing. You can take the
                         rest of the day off if you want.

                                   LOIS
                         No, Perry. I'm going to take an
                         assignment. It will help me focus
                         on something else.

                                   PERRY
                         Okay, Lane. Your choice. I need you
                         to interview the surviving
                         astronauts. See if they saw
                         anything. When you get that
                         finished, I want you to get an
                         interview with Superman by the end
                         of the week. Understand?

                                   LOIS
                         How am I supposed to interview him?
                         We don't even know who he is.

                                   PERRY
                         I don't know. I don't care. Just do
                         it. It's a challenge.

                                   LOIS
                         Perry, it's impossible. What am I
                         supposed to do, run an ad?

               Perry stands up and walks over to Lois draping his arm around
               her escorting Lois to the door.

                                   PERRY
                             (laughs)
                         Sure. If you pay a dollar fifty a
                         word. Don't worry, Lane. I know you
                         can do it. You're our star
                         reporter. Take Jimmy with you and
                         get some photos of this guy.

                                   JIMMY
                         Don't worry Ms. Lane, you'll find
                         him.

                                   LOIS
                         Thanks, Jimmy.

                                                                CUT TO:



        25     INT. KENT FARM, CLARK'S BEDROOM - MORNING               25

               Clark is fast asleep in bed.

                                   LANA (O.S.)
                         Good morning, Superman.

               WHOOM! Clark sits up with a gust of wind raising his sheets,
               ripping them from under the bed. Clark turns to see

               LANA LANG.

               Once the girl next door and every teen's dream come true now
               grown into a beautiful woman.

                                   CLARK
                         Lana! Oh, hey. Uh, what did you
                         call me?

               Lana sits on the bed next to Clark as he rubs the sleep out
               of his eyes.

                                   LANA
                         "Superman." The Daily Planet is
                         calling you, "Superman."

               Clark yawns and runs his fingers through some horrible bed
               head.

                                   CLARK
                         Really? It's catchy. I just wish it
                         would have came under different
                         circumstances.

               Clark looks down at his sheets then to Lana.

                                   CLARK (cont'd)
                         Uh, Lana, could you step outside so
                         I can get some clothes on.

                                   LANA
                         Clark, it's not as if I haven't
                         seen you naked before.

               Clark blushes madly.

                                   CLARK
                         What? When?

                                   LANA
                         When we went skinny dipping in the
                         lake.

               Clark stares blankly.

                                   LANA (cont'd)
                         I peeked.

               Clark pulls the sheets up higher on his body Lana bursts out
               in laughter at the look on Clark's face at this revelation.

                                   LANA (cont'd)
                         Oh, don't act as if you didn't
                         peek.

                                   CLARK
                         Lana! You know I wouldn't.

                                   LANA
                         Uh-huh. What about that "super
                         vision?"

               Uh-oh, busted.

                                   CLARK
                         No comment.



        26     INT. KENT FARM, STAIRCASE - MOMENTS LATER               26

               Clark walks down the steps. The normally quiet Kent house is
               a buzz with noise. Clark looks over into the...



        27     INT. KENT FARM, KITCHEN - CONTINUOUS                    27

               Jonathan is busy frying bacon, potatoes, and eggs. Martha is
               underneath him pulling out a pan of fresh biscuits, and Lana
               is busy setting the table. 

               Clark smiles in wonder at the scene and heads into the room.

                                   JONATHAN
                         Morning, Clark. Sleep well? 

                                   CLARK
                         Yeah, I feel good.

               Martha sets the biscuits down and walks over to Clark, giving
               him a motherly good morning kiss on the cheek.

                                   MARTHA
                         Good morning.

                                   CLARK
                         Mom.

               Martha goes back to help Jonathan. Clark looks over at Lana.
               She looks up from setting the table, smiles. They share a
               look.

                                                           DISSOLVE TO:



        28     INT. KENT FARM, KITCHEN - LATER                         28

               The large breakfast is nearly complete with smiles all around
               as everyone is letting out a hearty laugh.
               Things are going great. Clark looks around at the eyes of
               those he loves. This is what he wants.

                                   CLARK 
                         I'm staying in Smallville.

               "What" comes the reply from everyone seated at the table.

                                   CLARK (cont'd)
                         I'm staying here. This is my home
                         and the people I love are here.

               Clark looks at Lana, who smiles with joy.

                                   JONATHAN
                             (sighs)
                         Clark --

                                   MARTHA
                         Jonathan. Clark is the only one who
                         can make that decision.

                                   JONATHAN
                         Fine, I'm not saying anything, but
                         you know how I feel. Clark has
                         student loans to pay back, and he
                         doesn't even have a job.

                                   CLARK
                         I'll find one, Dad.

                                   JONATHAN
                         I hope so, Clark. Smallville is on
                         hard times right now. With LexCorp
                         pulling out it's hard to find
                         honest work.

                                   CLARK
                         I know, but I'll find something.



        29     INT. KENT FARM, CLARK'S BEDROOM - NIGHT                 29

               Lying in bed Clark tosses and turns nervously in his sleep.

                                   CLARK
                         No...no.

                                                           DISSOLVE TO:



        30     EXT. KRYPTON - DUSK                                     30

               Clark is walking in the immense plains of Krypton. Ancient,
               towering cities dot the horizons bending with the curvature
               of Krypton. The air is still.

               A man walks beside him. Tall, broad shouldered, dark haired
               and with cold blue eyes that betray a vast intelligence. 
               Upon his body is a dark blue formfitting uniform that is
               mostly covered by flowing red robes. 

               In the middle of his chest, is a symbol that looks like a
               shield with an odd shaped "S" in the middle of it. The border
               and "S" are both red and are filled in with a bright yellow.

               This man is Clark's biological father, JOR-EL.

                                   JOR-EL
                         Kal-El. You must be ready. Your
                         time on this world draws to its
                         end. A great evil is brewing on
                         your horizon.

                                   CLARK
                         What evil?

                                   JOR-EL
                         A force that no one has been able
                         to defeat. You must be prepared.
                         You must be prepared to sacrifice.

                                   CLARK
                         I want no part of this, Father. I
                         just want to stay in Smallville
                         with my parents and Lana.

                                   JOR-EL
                         I know, son. We do not always get
                         what we wish in life. Do you think
                         your mother and I wanted to be
                         separated from you? We had no
                         choice. We did what we had to do
                         and we sacrificed ourselves for you
                         my son. You must prepare yourself
                         for the coming battles. It is your
                         destiny. If you do not face him,
                         then your Earth parents will die.
                         So will Lana. The fate of Earth and
                         the universe rests on your
                         shoulders, Kal-El.

                                   CLARK
                         Why me? Why did all of this have to
                         happen to me? How am I supposed to
                         save the universe when I couldn't
                         even save those astronauts?

               Jor-El stops walking, turns and grabs him by the shoulders.
               As he does the ground begins to TREMBLE AND ENORMOUS BOLTS OF
               LIGHTNING BEGIN TO RACE ACROSS THE SKIES.

                                   JOR-EL
                         Kal-El, you must surrender yourself
                         to your destiny. It is the only
                         way. It is a part of you. You must
                         walk that path. You do not have to
                         mold yourself to it, bend it to
                         your will. Your destiny is to be a
                         great warrior. Nothing else. How
                         you accomplish that is up to you.
                         You can conquer. Or you can defend.
                         Do not let the memory of your
                         Kryptonian brothers be wasted.

               ANGLE ON - THE GROUND, SPLITTING OPEN several meters from
               where they stand.

               Clark turns and peers into the crevasse only to see a true
               horror.

               ANGLE ON - THE CREVASSE, lined with rock, dirt, and roots,
               all surrounded by a faint green haze, are the SOULS OF
               KRYPTON. A mass of emerald colored spirits all call out to
               Clark.

                                   SPIRITS
                         Kal-El! Kal-El!

               Clark turns back to Jor-El in a panic but he is gone.

               ANGLE ON - THE HORIZON, as the great cites of Krypton FALL.
               THE GROUND HEAVES AND ROLLS LIKE THE OCEAN. KILOMETERS DEEP
               CREVASSES SPLIT THE GROUND SPEEDING TOWARDS CLARK THEN BREAK
               AWAY INCHES FROM HIM. 

               Clark turns back to the first crevasse. Two souls move to the
               front. Jor-El and a lovely, dark-haired beauty LARA, Clark's
               biological mother.

                                   LARA
                         Kal-El, a similar fate awaits
                         Earth.
                         Those who are not fortunate enough
                         to die will be enslaved for the
                         rest of their lives. Do you really
                         want that?

                                   CLARK
                         No Mother, I do not.

                                   LARA
                         Then you must accept where you came
                         from. More importantly son, you
                         need to remember who you are.

               A tear runs down her cheek as she reaches out to caress her
               son's face.

                                   LARA (cont'd)
                         What I would not do to hold you
                         just once more, son.

               Tears stream down Clark's face as her HAND PASSES THROUGH HIS
               FACE LIKE A GHOST.

                                   JOR-EL
                         Your mother is right, son. You are
                         not Kal-El. Kal-El is a name that
                         we gave you, but the man that
                         stands before us is Clark Kent. You
                         must not forget that or forget who
                         raised you. We love you son, but we
                         must move on now. Go to the vessel
                         that brought you here and activate
                         the computer.

               ANGLE ON - THE GROUND, as LAVA SPEWS. Smoke rushes towards
               the sky as ash covers the cities in a slumber and rains down
               on Clark.

                                   JOR-EL (cont'd)
                         Hurry son, there is not much time.
                         Go!

               Jor-El ana Lara turn back to the spirits.

                                   CLARK
                         Father? Mother?

               They both turn back to him.

                                   CLARK (cont'd)
                         I love you.

                                   JOR-EL
                         We know, son. We love you, too. Now
                         you must hurry. Time is short for
                         the Earth.

                                   CLARK
                         Will I see you again?

                                   JOR-EL
                         No, you will not. We must now join
                         our brothers and sisters.

                                   CLARK
                             (breaking up)
                         No! NO! I promise I will see you
                         again!

                                   JOR-EL
                         I hope it will be a long time from
                         now, for Earth's sake, my son.
                         Goodbye, Clark.

               WHOOM! The crevasse SLAMS shut hurling Clark into...



        31     EXT. SPACE - CONTINUOUS                                 31

               Clark hovers in space fighting to regain control of his
               motion, then turns back to face Krypton as a RED SUN beats
               down on his back.

               BOOM! Krypton EXPLODES! Clark throws his arms over his face
               covering the blast.



        32     INT. KENT FARM, CLARK'S BEDROOM - CONTINUOUS            32

               Clark springs back on to his bed. The bed BREAKS sending
               Clark BUSTING through the FLOOR to the...



        33     INT. KENT FARM, LIVING ROOM - CONTINUOUS                33

               CRASHING on top the sofa, SHATTERING the desk lamps near by.

               ANGLE ON - MARTHA AND JONATHAN, as the run to the top of the
               stairs on the second floor and look down.

                                   MARTHA
                         Oh my, God! Clark!

                                   JONATHAN
                         Son?!

               Jonathan and Martha rush over to an uninjured but confused
               Clark.

                                   JONATHAN (cont'd)
                         Clark! What's going on?

                                   CLARK
                         I don't know. I was having a
                         nightmare...I think.

                                   MARTHA
                         That's some nightmare.

                                   JONATHAN
                         What was it about, son?

                                   CLARK
                         I don't remember all of it. But I
                         have a really strong feeling I need
                         to go back to Metropolis. The
                         people there are afraid to even
                         walk down the streets. Suicide Slum
                         gets worse everyday. People are
                         dying and here I am worried I can't
                         save them when the problem is I
                         won't save them.

                                   MARTHA
                         Are you sure about this, Clark?

                                   CLARK
                         Yeah, mom. I'm sure. I just don't
                         know how but I have to figure out
                         something, quick.

                                   JONATHAN
                         Why son, what's going to happen?

               Clark looks up at Jonathan: Something bad.

                                                                CUT TO:



        34     EXT. APOKOLIPS - DAY                                    34

               ANGLE ON, The planet Apokolips. Dante's Hell in massive form.



        35     EXT. ARMAGETTO - DAY                                    35

               The city is populated with edifices of DARKSEID, however we
               never see them completely due to their massive size and the
               heat waves rising from the lava.

               Overwhelming power and brute force is life. Dictatorship
               unparalleled. Bondmen build to the slave masters as they ride
               upon ferocious dogs the size of elephants clad in armor
               called, DEMON DOGS.

               Overlooking the city is a castle built for a god.



        36     INT. DARKSEID'S CASTLE, THRONE ROOM - DAY               36

               Apokolips is being viewed on a monitor. The loyal servant,
               DESAAD, a wiry and human looking madman, enters the throne
               room unceremoniously and excited.

                                   DESAAD
                         Sire! Sire!

               ZAP! A PINK BLAST OF ENERGY NAILS Desaad in the chest sending
               him flying. Desaad painfully rises to his knees, a hole burnt
               in his tunic and the flesh still smoking, but he bows to his
               lord, speaking in a much calmer and quiet voice. (NOTE:
               Darkseid is not shown in this scene, only teases.)

                                   DESAAD (cont'd)
                         Apologies, Lord Darkseid. Our spies
                         on Earth have sent an update and
                         the news may interest you my lord
                         if I may dare suggest what will be
                         worthy of your attention...

               Desaad looks up in reverence as the deep resonating and calm
               voice of Darkseid speaks

               ANGLE ON - DARKSEID'S FINGER, tapping with mild annoyance.

                                   DARKSEID
                         How so pitiful, Desaad?

                                   DESAAD
                         Lord, I believe we may have found
                         something of Kryptonian origin on
                         Earth.

               This catches Darkseid's attention. 

               DARKSEID'S P.O.V. as we rises from his throne and stride over
               to Desaad.

                                   DARKSEID
                         Rise lowly servant and report to
                         me.

                                   DESAAD
                         Fragments from a Kryptonian vessel
                         have been discovered in a place
                         called Kansas.  We believe the rest
                         of the vessel may be nearby master.

                                   DARKSEID
                         Is that all?

                                   DESAAD 
                         No my lord, one of their primitive
                         space faring vessels was involved
                         in an accident yesterday my Lord...

                                   DARKSEID
                         You presume to think this may
                         interest me?

                                   DESAAD
                             (cowering)
                         Not the accident my lord, but how
                         total disaster was avoided. As the
                         vessel fell to Earth, it was
                         rescued by what at first appeared
                         to be a human.

                                   DARKSEID
                         How so?

                                   DESAAD
                         He could fly, sire. And he had
                         great strength, though nowhere near
                         as great as yours. He carried the
                         vessel safely to the Earth, my
                         lord.

                                   DARKSEID
                         Was it not a member of the Green
                         Lantern Corps?

                                   DESAAD
                         No, master. It wasn't human either.
                         One of our spies was able to scan
                         the creature and preliminary
                         results suggest that he is a
                         Kryptonian, though I do not recall
                         ever seeing a Kryptonian fly or
                         possess great strength, my lord.

               As Darkseid speaks the holographic map shows what he speaks.

                                   DARKSEID
                         Over the ages I have encountered
                         such Kryptonians, though I thought
                         there were none left.

                                   DESAAD
                             (kow-towing)
                         Thank you for gracing me with your
                         infinite wisdom Lord Darkseid.

                                   DARKSEID
                         Even ones as low as you deserve
                         occasional enlightenment, Desaad.

               Desaad is genuinely thankful for this.

                                   DESAAD
                         Praise Darkseid.

               Darkseid pays little notice.

                                   DARKSEID
                         Prepare my fleet. It's time we
                         introduce the humans to their new
                         god.



        37     EXT. LANA'S HOUSE, FRONT PORCH - LATER                  37

               Clark pulls up in the old Dodge. Lana strolls out the front
               door and meets him on the porch with a hug and a kiss on the
               cheek.

                                   CLARK
                         How are you doing?

                                   LANA
                         Good. You?

                                   CLARK
                         Good.

               Clark looks like he's got the weight of the world on his
               shoulder. She gets worried when she sees the look in his
               eyes.

                                   LANA
                         What? What's wrong, Clark.

                                   CLARK
                         Lana... I'm going back to
                         Metropolis.

                                   LANA
                         What!? Why?!

                                   CLARK
                         Because they need me.

                                   LANA
                         Who needs you?

                                   CLARK
                         The people.

                                   LANA
                         The people? What about me, Clark. I
                         need you. I've needed you for a
                         long time.

                                   CLARK
                         I know, Lana.

                                   LANA
                         You're so distant from me, why?

                                   CLARK
                         I'm not distant.

                                   LANA
                         Yes, you are.

                                   CLARK 
                         No, I'm not. I care about you,
                         Lana. I care about you more then
                         anything in the world.

                                   LANA
                         Then why go, Clark? Why are you
                         leaving me?

                                   CLARK
                         I'm not leaving you.

                                   LANA
                         Yes, you are.

                                   CLARK 
                         Lana the world is tearing itself
                         apart. I can't let that happen.

                                   LANA
                         Why? Why not? That didn't stop you
                         from saying anything to me or being
                         close to me before.

                                   CLARK
                         I know and that was wrong. I
                         shouldn't have done that.

                                   LANA
                         Then why are you doing that now?

                                   CLARK
                         It's the right thing to do. 

                                   LANA
                         What to leave me?

                                   CLARK
                         No. I don't want to leave you. I
                         never wanted to leave you. You're
                         everything to me.

                                   LANA
                         Really? If you care about me you
                         wouldn't do this.

                                   CLARK 
                         Lana you can't play that card on
                         me. I'm trying to do the right
                         thing because I care about you and
                         if the world falls then you are
                         going to be affected by it. I'm
                         trying my best here to do the right
                         thing.

                                   LANA
                         Clark... No. Never mind. It doesn't
                         matter, anyway.

                                   CLARK
                         No. What is it?

                                   LANA
                         Nothing.

                                   CLARK
                         No, what?

                                   LANA
                         No.

                                   CLARK
                         Lana...please.

                                   LANA
                         How can I be close to you when
                         you're out there?
                         How long am I suppose to wait on
                         you to make up your mind that you
                         want me and a family? You don't
                         even know what you want.

                                   CLARK
                         I do know what I want.

                                   LANA
                         No, you don't. First you want to be
                         with me then you want to be alone.
                         You can't be with me one night then
                         save the world the next and you
                         know how people are: They are going
                         to love you one moment then crucify
                         you the next, Clark.

                                   CLARK
                         Lana, I'm sorry. I wish that I
                         could do something --

                                   LANA
                         You can by staying.

                                   CLARK
                         I can't.

                                   LANA
                         Then you don't care about me.

                                   CLARK 
                         Lana. I can't stay and you know
                         that. But a time comes when you
                         have to do what you believe is
                         right, even if no one else believes
                         you. I can't make you change your
                         mind about me. If you think that I
                         don't care about you then you're
                         wrong. I just wish you could see
                         that I do.

               With this, Lana resigns herself to what is happening and
               gives Clark a hug.

                                   LANA 
                         I know, Clark. You just be careful.

                                   CLARK
                         Come with me, Lana.

               She wants to go, but won't say it.

                                   LANA
                         I can't, Clark. I have a job here,
                         and a home.

                                   CLARK
                         Yes, you can. I'm going to do an
                         interview with myself and turn it
                         in. I'm guaranteed a job with that.
                         You can stay with me in my
                         apartment.

                                   LANA
                             (struggles a laugh)
                         Oh, that's slick, Clark.

                                   CLARK
                             (smiles)
                         Well, are you coming or not?

                                   LANA
                         I can't, Clark. I already told you.

                                   CLARK
                         Lana, please. I can't do this
                         without you.

               This affects Lana deeply as she finally burst into tears. 
               Clark hugs her again and holds her tight to his body.

                                   LANA
                         Are you sure this is what you want,
                         Clark?

                                   CLARK
                         Yes. More then anything.
                             (hesitates)
                         I love you.

                                   LANA
                         I love you, too.

                                   CLARK
                         I promise this is going to work.
                         Just trust me.

                                   LANA
                         I want to, Clark. I want this.

                                   CLARK
                         More than anything?

               Lana looks up at Clark.

                                   LANA
                         More than anything.

               Clark leans in and softly kisses Lana's lips.



        38     EXT. KENT FARM - DAY                                    38

               Clark stands out on the open field alone. Looking out into
               the distance. Behind him Jonathan and Martha approach him.

                                   CLARK
                         Do you think I'm ready, dad?

                                   JONATHAN
                         It doesn't matter what I think,
                         Clark. This is your decision.

                                   MARTHA
                         Is this what you want, Clark?

               Clark thinks for a moment.

                                   CLARK
                         Yes. It's what I was born to do.
                         Those people out there need me.

                                   JONATHAN
                         Then you have your answer, son.

                                   MARTHA
                         Clark. I've always known this day
                         would come and I've been working on
                         something for you. It's taken me
                         years to make it.

                                   CLARK
                         Mom, you don't have to make me
                         anything.

                                   MARTHA
                         No, Clark. This is something that
                         you'll need.

               Martha hands Clark a LARGE BOX. Clark takes the gift box and
               lifts off the top. As he looks inside he smiles.



        39     EXT. KENT FARM - MOMENTS LATER                          39

               LOW ANGLE - GROUND, as a pair of RED BOOTS walk into FRAME.
               As we TRACK with the boots we PULL BACK to see the classic
               image of SUPERMAN walking across the field.

               OVERHEAD SHOT - as SUPERMAN FILES TOWARDS US.

                                                          SMASH CUT TO:



        40     EXT. METROPOLIS, VARIOUS STREETS - DAY                  40

               The streets of Metropolis are busy with the typical traffic
               jams and occasional accidents. People march up and down both
               sides of the street.



        41     EXT. METROPOLIS, NEWSTAND - DAY                         41

               The Daily Planet covers a typical Newsstand crowded with
               business people buying every copy they can get their hands
               on.

               On the front page is another blurry picture of the flying man
               rescuing the shuttle. The headline reads:

                                    WHERE IS SUPERMAN?

               A BUSINESSMAN engrossed in the article and not paying
               attention to where he is going, steps out into the street. A
               beat up taxi LOCKS UP ITS BRAKES to avoid hitting him.

               Out of nowhere a FLASH OF RED AND BLUE scoops him up into the
               air and out of the way of the oncoming cab. 

               An instant later the man is standing on the opposite side of
               the street. He and the other pedestrians look to the sky
               confused.

                                                                CUT TO:



        42     EXT. SUICIDE SLUM, STREET - NIGHT                       42

               People dive for cover as an old beat up black sedan drives by
               and a MULTITUDE OF AUTOMATIC WEAPONS FIRE RINGS out RIPPING
               INTO a dilapidated apartment building. SCREAMS echo from
               inside.

               The thugs round the corner. Suddenly a blue and red streak
               SLAMS into the side of the vehicle and SCOOPS IT UP INTO THE
               AIR.

                                                                CUT TO:



        43     EXT. METROPOLIS, POLICE PRECINCT 23 - NIGHT             43

               WHOOM! The Sedan DROPS from the sky into the Parking Lot.
               Immediately they are surrounded by ARMED OFFICERS. The thugs
               pay little attention to the cops as they unbelievingly scan
               the skies.

                                                                CUT TO:



        44     INT. CITY HALL, SILVA'S OFFICE - MORNING                44

               MAYOR JOEL SILVA, a man in his sixties and showing every bit
               of it, puts the latest edition of the Daily Planet down as he
               takes a long drag from his freshly lit cigar. He sits back in
               his chair contemplating the headlines, the chair groans under
               his weight.

               His aide, BRIMLEY, shields his eyes from the morning rays
               shining into the window.

                                   MAYOR SILVA
                         Unbelievable! A man who can fly,
                         lift cars and stops crime! We could
                         only be so lucky in this city.
                         Right now I would be willing to do
                         almost anything just to make the
                         crime rate level off. The police
                         are overworked as it is. Without
                         LexCorp bailing us out we would
                         have to lay those men off, Brimley.

               Brimley looks down at his RED TIE and straightens it.

                                   BRIMLEY
                         It is intriguing though sir, and
                         would be most welcome considering
                         the state of affairs in the city.

                                   MAYOR SILVA
                         Here, listen to what Lois Lane
                         wrote.
                             (reading)
                         "Multiple accounts of the flying
                         vigilante continue to be reported.
                         Eyewitnesses report a blue and red
                         streak can be seen before crimes in
                         progress are inexplicably halted by
                         this super man."

                                   BRIMLEY
                         Yes sir, very intriguing, but we
                         have an appointment with your
                         doctor to attend.

                                   MAYOR SILVA
                         Yes, yes, just don't tell him I was
                         smoking again. 

               Silva removes a bottle of cologne from a desk drawer and
               sprays it on his grey suit.

                                   BRIMLEY
                         No sir, I won't this time, but you
                         must really give those smelly
                         things up. They are going to be the
                         death of you.

                                   MAYOR SILVA
                         Ha! Not in this city, Brimley. Get
                         my bodyguards ready and let's get
                         going.



        45     INT. SEDAN - DAY                                        45

               Across the street from city hall sits two black sedans. 
               Inside the first car, several men, all wearing black leather
               gloves, load magazines into their automatic rifles and cock
               them.

               Each one rechecks their weapon, slide on bulletproof vests
               over their T-shirts, and zip them up. The driver turns around
               to address the men when they finish.

                                   DRIVER
                         We make this one count. Remember,
                         Silva has at least eight bodyguards
                         and his limo is armored. If he
                         makes it into the limo we use the
                         new hardware we lifted from
                         LexCorp. Got it? 

                                   THUG 1
                         This'll be the last doctor visit he
                         ever makes.

               The Thug pats an odd weapon slung over his shoulder. The rest
               nod in agreement.

                                   DRIVER
                         Okay, get your masks on and let's
                         do this.



        46     EXT. CITY HALL - CONTINUOUS                             46

               EIGHT LARGE AND ARMED BODY GUARDS step out onto the sidewalk
               and survey the streets. Each one dressed in a black suit and
               wearing sunglasses. They scan the immediate rooftops. No
               immediate danger. The Lead Body Guard motions for the Mayor
               and his aide to walk out the front doors of City Hall.

               As the Mayor and his aide step out onto the street, six men
               quickly exit from two sedans parked down the opposite street.
               Without hesitation, Silva and Brimley BOLT for the limo as
               the BODYGUARDS SPIN AND BEGIN TO DRAW THEIR PISTOLS.

               Too slow. A hail of GUNFIRE ERUPTS from the assassin's M-16.
               The back of a guard's head EXPLODES as a round scores,
               sending his lifeless body toppling to the street.

               Brimley gets behind the car and starts crawling down the
               street, blood streaming from his leg.

               Another bodyguard is KNOCKED TO THE GROUND. He tries to stand
               back up, clutching his thigh, but ANOTHER ROUND of fire tears
               into his body armor JERKING HIM BACK ONTO THE STREET, holding
               his chest.

               Another bodyguards manages to HIT one of the mafia goons in
               the arm, sending him reeling back into one of the other men.  

               The Mayor makes it into the limo unharmed and motions for the
               driver to get out of there. The Mayor looks out the front
               windshield to see a man drop his M-16 and raise what appears
               to be a TEAR GAS LAUNCHER. The Mayor ducks for cover.

               The man across the street pulls the trigger and the round
               SLAMS into the grill of the bulletproof limousine. The
               vehicle LEAPS STRAIGHT INTO THE AIR, FIRE ERUPTING AS THE GAS
               TANKS RUPTURE.

               The driver inside is RIPPED TO SHREDS AND THE BODYGUARDS ARE
               BLOWN TO PIECES by the round. THE FRONT WINDOWS AND DOORS OF
               CITY HALL SHATTER AS SHRAPNEL RIPS INTO THE BUILDING.

               Brimley just manages to dive around the corner as the vehicle
               FLIPS OVER LANDING UPSIDE DOWN. 

               IN THE LIMO

               The Mayor is injured; burned and shrapnel stuck in his
               shoulder. He tries to open the door, but the body of the
               vehicle is bent and the doors are jammed. The Mayor looks at
               the roof: caved in and crawling out of the shattered windows
               is futile.

               Desperately the Mayor kicks at the door but to no avail. 
               Smoke begins choking him and fire begins creeping towards
               him.

               ON THE STREET

               the mafia members celebrate and climb back into their cars.

               IN THE SEDAN

               The Driver turns around and high fives the man with the high
               caliber weapon.

                                   DRIVER
                         Okay, let's get out of he --

               The driver breaks off in mid sentence as he gazes out the
               back window of the car.

                                   THUG 1
                             (turning)
                         What is it?

               IN THE LIMO

               The Mayor's eyes and lungs burn as he continues kicking on
               the door. The FIRE has reached his legs. The Mayor starts to
               huddle away from it. SUDDENLY A COLD WIND BLOWS THROUGH THE
               VEHICLE, EXTINGUISHING THE FLAMES AND BLOWING THE SMOKE OUT.

               The Mayor's eyes widen as he wraps his arms around himself in
               the sudden freezing cold. His breath can be seen as he pants
               heavily.

               Suddenly, the floorboard of the limo RIPS open and two strong
               hands reach in and gently hoist the injured Mayor from the
               wreckage and eases him to the ground.

                                   SUPERMAN (O.S.)
                         Are you okay?!

               The Mayor tries to answer, but continues to cough as he looks
               up. Superman towers over him. Superman bends over to check on
               the mayor, turning his back to the men in the vans.

               IN THE VAN

               Jaws are dropped in disbelief.

                                   THUG 1
                         How the hell did he do that!?

                                   DRIVER
                         I don't know but the mayor is still
                         kicking and we got to take him down
                         now!

               The men jump out the Sedan and begin firing at Superman.

               ANGLE ON - SUPERMAN, with a look of annoyance on his face.
               GUNFIRE RIPS INTO HIS BACK, TEARING HOLES IN HIS CAPE, BUT
               NOT EVEN SCRATCHING HIS UNIFORM OR HIS BODY. He quickly
               shields the mayor with his body and moves him safely behind
               the still frozen wreckage of the limo.

               Superman then leaps into the air and flies towards the thugs,
               GUNFIRE RICOCHETING OFF OF HIS BODY. He lands and grabs the
               first thug by the neck and SMASHES HIM THROUGH A GLASS WINDOW
               as if he were tossing trash into a dumpster.

               Another OPENS up FULL AUTO as SUPERMAN'S HAND SHOOTS OUT,
               FASTER THAN WE CAN SEE, AND CRUSHES THE WEAPON'S MAGAZINE.
               The pressure cooks off the rounds in the magazine, but they
               fire harmlessly inside his hand. With a FLICK OF HIS FINGER
               to his forehead, the man is rendered UNCONSCIOUS and
               collapses in a heap.

               Another tries to change tactics and swings his rifle like a
               ball bat and HITS Superman across the back of the head
               SHATTERING THE STOCK INTO A MILLION PIECES. As if lazily
               waving off an annoying insect Superman BACKHAND the man
               sending him FLYING SEVERAL FEET THROUGH THE AIR LANDING ON
               THE HOOD OF THE LEAD CAR. 

               At this point the remaining men drop their weapons and get on
               their knees and place their hands behind their heads.

               Unfortunately, Superman has lost track of the man with the
               artillery weapon, who is calmly lining up a shot from behind. 
               The mafia men scatter. Superman spins around just as the HIGH
               POWERED SHELL SLAMS INTO HIS CHEST AND EXPLODES.

               SUPERMAN IS KNOCKED THROUGH THE WALL OF A JEWELRY STORE
               CRASHING INTO A DISPLAY CASE. A HAIL OF SHRAPNEL SCATTERS
               OVER THE AREA KILLING THE MAN WITH THE ARTILLERY PIECE AND
               INJURING SEVERAL MORE OF THE WOULD BE ASSASSINS.



        47     INT. JEWELRY STORE - CONTINUOUS                         47

               Terrified customers and employees have scattered and ran for
               the doors. Slightly dazed, Superman sits up and brushes the
               dust from his body. The uniform shows not even one hole or
               burn mark. 

               An ELDERLY MAN walks over and offers a hand to the once
               overconfident hero.

                                   ELDERLY MAN
                         Are you okay, son?

                                   SUPERMAN
                         Yeah, I'm alright, wasn't quite
                         ready for that one.

               Superman takes the offered hand and stands up. The Elderly
               Man and Superman stare at the whole in the wall and watch the
               mafia members still capable of moving get into a sedan and
               drive off.

                                   ELDERLY MAN
                             (good natured)
                         Well, I guess not.

                                   SUPERMAN
                         Yeah, thanks for the help.

               Superman flies through the hole. 



        48     I/E. SEDAN - DAY                                        48

               The mafia are scared to death as they haul ass down the road.
               Seconds later Superman SLAMS his fists into the hood of the
               car from above. The front of the car collapses under the
               force, and the tires and windshield EXPLODE as the car starts
               to jackknife forward.

               Superman casually rises up in the air a few more feet and
               steadies the vehicle with one hand on the rear quarter, and
               lets it FALL back to the ground upright.

               The men inside start to get out and make a run for it, but
               stop as Superman RIPS the door off of the sedan. They all
               stare up at him in amazement and fear as he raises his index
               finger and shakes it at them: "No, no, no."



        49     EXT. CITY HALL - DAY                                    49

               Superman flies the sedan back to City Hall and sets it down.

                                   TURPIN
                         Hey, blueboy! Hands up!

               Turpin demands, drawing his weapon and training it on
               Superman and the assassins, as he quickly exits the police
               cruiser, and ducks behind the door for cover.

               Superman casually obliges as do the assassins, who start to
               slowly get out of the car. Other cruisers arrive and soon the
               entire block is under police supervision, with EMT's
               attending to the wounded. 

               The mayor is on a stretcher, slightly burned and breathing
               oxygen, but speaks to Turpin.

                                   MAYOR SILVA
                         Superman is not to be arrested.

                                   TURPIN
                         Sir?

                                   MAYOR SILVA
                         He saved me and my aide from those
                         assassins. I want him deputized
                         this instant. He is to be given
                         every bit of cooperation that he
                         needs.

                                   TURPIN
                         With all due respect, Mr. Mayor I
                         think you should wait until we know
                         who this guy really is.

                                   MAYOR SILVA
                         I gave you an order Inspector
                         Turpin. If you want to discuss this
                         further, see me in the hospital.
                             (to Superman)
                         Thank you, Superman. I hope you can
                         help Turpin catch those who are
                         responsible for this.

                                   SUPERMAN
                         I will do my best, sir.

               The mayor is loaded into an Ambulance.

                                   MAYOR SILVA
                         You do that son and thank you
                         again.

               Turpin does not look particularly pleased at this situation,
               but makes an effort nonetheless and sticks out his hand.

                                   TURPIN
                         Inspector Dan Turpin, MPD.

                                   SUPERMAN
                             (shaking hands)
                         Uh...Superman.

                                   TURPIN
                         Is that a code name or can I get
                         your real name?

                                   SUPERMAN
                         It's Superman.

                                   TURPIN
                             (sighs)
                         Come on rookie. Let's show you how
                         real cops handle a crime scene.

               Turpin shakes his head incredulously at the prospect of
               having to work with an untrained man, who was anything but
               normal.

                                   TURPIN (cont'd)
                         Okay, let's check out the weapon
                         they hit the limo with.

               Turpin bends down, and with a handkerchief, gingerly picks up
               the artillery weapon. He studies it for a few moments, and
               figures out how to break it down, and examines the remaining
               shell. Turpin lets out a long whistle.

                                   TURPIN (cont'd)
                         This is new. I haven't seen
                         anything like this before, must be
                         a military weapon.

                                   SUPERMAN
                         It's a pretty powerful shell. It
                         knocked me through that building.
                         My chest feels a little tight now.

                                   TURPIN
                         You took one of these in the chest?

                                   SUPERMAN
                         Yes, it caught me off guard and
                         knocked me through that jewelry
                         store.

                                   TURPIN
                         You're serious? Man if you're
                         telling the truth I really hope you
                         are on our side.

                                   SUPERMAN
                         Trust me.

                                   TURPIN
                         Don't worry; I'll give you a fair
                         shake.

               Turpin starts to hand the weapon over to Superman, who
               doesn't accept it and just stares at it.

                                   TURPIN (cont'd)
                         Well, are you going to look at it
                         or not?

                                   SUPERMAN
                         It's a LexCorp design.

                                   TURPIN
                         How the hell do you know that?

                                   SUPERMAN
                             (points)
                         Because it's written on the side of
                         gun.

                                   TURPIN
                         Oh, for a minute I thought you
                         could see through things.

                                   SUPERMAN 
                         Uh, I can see through things, too.

                                   TURPIN
                             (not believing)
                         What? Like an X-ray?

                                   SUPERMAN
                         Yes, I'm serious.

                                   TURPIN
                         Prove it.

                                   SUPERMAN
                         You have a pacemaker.

                                   TURPIN
                         Oh, shit! You weren't kidding?

                                   SUPERMAN
                         No, I wasn't.

                                   TURPIN
                         That's impressive but just remember
                         they're are other people with
                         abilities on this planet.

                                   SUPERMAN
                             (curiously)
                         What do you mean?

               Turpin looks over at a parked cruiser with Driver handcuffed
               next to an officer.

                                   TURPIN
                         I'll tell you later. Let's talk to
                         this guy.

               Turpin and Superman walk over to a police cruiser as an
               officer yanks the getaway driver from the lead car out.

                                   DRIVER
                         Hey, watch it, man. I don't approve
                         of police brutality.

                                   SUPERMAN
                         How did you get LexCorp weapons?

               The Driver looks at Superman then SPITS at his feet. Superman
               steps back, surprised. Turpin grabs the man by the throat and
               slams him into the cruiser, knocking the breath from the
               assassin.

               Superman looks on slightly disapproving of the display.

                                   TURPIN
                         Listen pal, this guy here ain't no
                         regular cop. You know he can mash
                         you to pulp and make it real
                         painful. So I suggest you spill it,
                         or he is going to spill you all
                         over the street!

               The arrogant man smiles at Turpin, not affected at all by the
               threat. Superman catches the assassin's eyes, and for a
               little emphasis, he flashes his heat vision briefly, causing
               his eyes to GLOW.

               The driver looks down then starts to shrink back against the
               cruiser. Superman and Turpin both follow his gaze and see an
               ever increasing wet spot forming on the man's pants. Superman
               and Turpin both look back up at the man and shake their
               heads.

                                   TURPIN (cont'd)
                         Now talk, before he gets irritated.

                                                                CUT TO:



        50     EXT. LEXCORP - DAY                                      50

               LexCorp towers like an ancient god over the city.



        51     INT. LEXCORP, LEX'S OFFICE - DAY                        51

               Lex Luthor SLAMS his hand down hard on his expensive desk.
               The interior of the office alone would run in the millions.
               Across from Luthor sits some bad men in suits and ties. A
               slight smile across their faces.

                                   LEX
                         I have told you for the last time
                         to stay out of my warehouses! The
                         CDR project is a military contract
                         and I do not deal in arming
                         criminals!

                                   FRANK
                         Look who's talkin'.

                                   LEX
                         Listen to me. I let you operate in
                         Metropolis on a very conditional
                         agreement with your boss that you
                         would curtail some of your violence
                         in exchange for your services. 
                         Stealing LexCorp property is not
                         part of the agreement, and neither
                         is killing people, especially with
                         LexCorp designed weapons.

                                   ALEX
                         Listen man, you promised us you
                         could get the Mayor to let up on
                         us. You didn't come through and the
                         boss decided to take care of Silva
                         himself.

                                   LEX
                             (imperiously)
                         I am not going to debate this. I
                         have my fingers deep into the
                         infrastructure of Metropolis, and
                         unlike you, I'm doing it for the
                         good of the city, not just personal
                         gain.

                                   ALEX
                         Hell, you profit from this more
                         than we do.

                                   LEX
                         Well, I can't pour money into this
                         bankrupt city and not get something
                         back.

               Lex pauses for a moment, clearly becoming more agitated,
               before exploding into a barely controlled rage which takes
               the suits by surprise.

                                   LEX (cont'd)
                         I am through talking about this!
                         Our deal is off! You tell your boss
                         that I will no longer allow him to
                         do business in Metropolis! I own
                         Metropolis, and no one is going to
                         ruin this city while I live!

                                   FRANK
                         Are you sure about that, Luthor?

                                   LEX
                         Yes. Now get out and never return
                         to my office again.

                                   FRANK
                         Well, if that's the way you want
                         it.

               Simultaneously, the five men reach for concealed pistols. Lex
               dives behind his bullet proof desk and draws an H&K MP5 sub
               machine-gun from a hidden drawer. 

               Pistol rounds RICOCHET off the desk and bulletproof glass
               windows and SMASHING into the walls and ceiling sending
               clouds of dust and debris everywhere.

               Using the desk for cover Lex holds his arm over the desk and
               pulls the trigger. The SAFETY is on.

                                   LEX
                         Damn!

               The men fire several more rounds trying to flank Luthor as
               they cover the desk with their pistols.

               ANGLE ON - LEX, as the safety is jammed.

               Frank starts to step around the desk and stops. His eyes
               widen.

               ANGLE ON - SUPERMAN, hovering outside the window.

                                   ALEX 
                         Who the hell is that?

                                   FRANK
                         I don't know, but he ain't getting
                         in here. That glass is bulletproof
                         just like everything else in here.

               Superman's eyes begin to GLOW an intense ruby red color and
               similar colored beams STRIKE the glass, causing it to MELT
               away in just seconds. Superman glides through the new hole.

                                   SUPERMAN
                         Stop now and drop your weapons and
                         I will do you no harm.

                                   ALEX
                             (raising his gun)
                         Screw you!

               Superman steps forward as several shells BOUNCE harmlessly
               off of his chest. Frank loses his nerve and throws down his
               gun, surrendering. The other thugs quickly do the same.

               ON LEX

               As he finally turns off the safety.

                                   LEX
                         Ha!

               Lex leaps up on his desk and with a BATTLE CRY SPRAYS BULLETS
               around the room...

               and misses EVERYONE but Superman. 

               Lex stares dumbfounded at Superman for a LONG BEAT as the
               remains of expensive vases and pictures fall to the ground.
               Finally --

                                   SUPERMAN
                         Lex Luthor, my name is --

               BAM! Luthor SHOOTS at round at Superman's chest. Superman
               looks down at his chest in disbelief then back at Luthor.

                                   SUPERMAN (cont'd)
                         What are you doing?

                                   LEX
                             (with a smile)
                         Sorry, I had to make sure. Who are
                         you?

               Superman shakes his head.

                                   SUPERMAN
                         My name is Superman.

                                   LEX
                         And your reason for being here?

                                   SUPERMAN
                         I'm here to bring you in for
                         questioning.

                                   LEX
                         I thought you were here to save me,
                         now you want to arrest me. On what
                         charge?

                                   SUPERMAN
                         Aiding and abetting known
                         criminals, and the illegal
                         distribution of weapons without the
                         proper permits.

               Luthor bursts out into a brief moment of laughter. Superman
               smiles. Luthor signals Superman to give him one minute.
               Superman looks down at the suits who return the look.

               Luthor reaches inside his jacket pocket for a cell phone and
               flips it open.

                                   LEX
                         How much and where?

                                   SUPERMAN
                         Excuse me?

                                   LEX
                         How much money do you want and
                         where do you want it? A briefcase?
                         A Swiss bank account? Can't do a
                         French bank account. Saddam ruined
                         it for everyone.

                                   SUPERMAN
                         I'm sorry but I can't do that.

                                   LEX
                         Sure you can, everyone has their
                         price, and it looks like you are in
                         serious need of a fashion
                         consultant. To be honest it looks
                         like your mother made that outfit
                         for you.

               Police SIRENS begin wailing as Superman turns red in the face
               but holds his temper and steps forward to seize Luthor.

                                                                CUT TO:



        52     EXT. METROPOLIS, POLICE PRECINCT 23 - MOMENTS LATER     52

               Superman lands gracefully in front of the Metropolis Police
               Precinct as the Police pull up with Luthor in the squad car.
               Superman opens the door for Luthor then gives Lex a slight
               nudge towards the door as dozens of officers gather around
               and follow the two men inside.



        53     INT. METROPOLIS, POLICE PRECINCT 23 - DAY               53

               Inside, the building is in worse shape than it is on the
               outside. The central Precinct in Metropolis looks like it
               belongs in Suicide Slum.

               Dan Turpin and POLICE COMMISSIONER GORDON JAMES, African
               American and the best dressed man in the precinct, are
               arguing with Lois at the front desk.

                                   GORDON
                         I am sorry Miss Lane, but you
                         cannot be present during the
                         questioning process.

                                   LOIS
                         Well, can I at least get an
                         interview with you afterwards? I
                         have known for quite some time that
                         Luthor was involved in some shady
                         business, but never could find
                         adequate proof.

                                   GORDON
                         Miss Lane, I'm a busy man and right
                         now I don't have time for this. You
                         can ask me questions during the
                         press conference scheduled for this
                         afternoon but I am not going to
                         give any exclusives on the
                         assassination attempt or answer any
                         questions on why we are questioning
                         Lex Luthor.

                                   LOIS
                         So Luthor is connected. How so?

                                   GORDON
                         How I wish your police scanner
                         would break. No further comment,
                         Miss. Lane.

                                   LOIS
                         If it ever does, I got two more as
                         backup.

               At that moment the trio finally notice the gathered crowd and
               the two men in the center of the hallway, Superman and
               Luthor.

               Turpin nods at Superman then grins smugly at Luthor.

                                   TURPIN
                         Well, well, look what we got here. 
                         Looks like ol' Lex finally got
                         busted.

                                   LEX
                         It's nice to see you again too,
                         Inspector Turpin.

               Gordon steps forward and grasps Superman's hand and shakes it
               enthusiastically, grinning a broad, almost blinding white
               smile.

               James glares over at Lois.

                                   GORDON
                             (to Superman)
                         This way please.

               James leads Superman, Turpin and Luthor down the hall. Lois
               tries once more to get in but gets the door closed on in her
               face.



        54     INT. INTERRAGATION ROOM - DAY                           54

               Lex is lead around the table and set at the head of it while
               James continues the ass kissing.

                                   GORDON
                         It's a pleasure to finally meet
                         you, Superman. My name is Gordon
                         James and I'm the Commissioner of
                         the Metropolis Police Department.

                                   SUPERMAN
                         It's a pleasure to meet you too,
                         Commissioner.

               James walks over instinctively to the window blinds and
               closes them the very second Lois' face pops into frame. The
               wall is KICKED IMMEDIATELY.

                                   GORDON
                         You have really been giving the
                         criminals of this city something to
                         be afraid of for once.

                                   SUPERMAN
                         I'm not here to terrorize anyone
                         sir, just to do what is right.

                                   GORDON
                         Excellent answer. Ever think of
                         running for a political office?

                                   SUPERMAN
                         I'm not a politician. I'm just here
                         to help with the investigation.

                                   TURPIN
                         Oh, after what those mafia guys
                         told us after the hit on the mayor,
                         I'm afraid we have plenty of
                         questions for old baldly over here.

                                   LEX
                             (nodding to Turpin's gut)
                         Yes, I'm sure you do Inspector
                         Turpin. In fact, I am fully
                         prepared to answer any and all diet
                         and fitness questions you in
                         particular may have.

                                   TURPIN
                         Oh, it's going to one of those
                         nights isn't it?

                                   LEX
                         Well, that would be fun and all
                         Inspector, but my lawyer will be
                         present before I answer any
                         questions or engage in any
                         extracurricular activities.
                         Understand?

                                   TURPIN
                         Why of course your majesty. How
                         improper of me to suggest
                         otherwise.

               Turpin mock bows. Gordon shakes his head and turns to
               Superman.

                                   GORDON
                         Before you go out there, a quick
                         word about Miss. Lane.

                                   SUPERMAN
                         Yes?

                                   GORDON
                         Don't mind her. She has been on our
                         heels ever since she was hired at
                         the Daily Planet. She's a great
                         reporter, that's why I put up with
                         her. I respect her integrity and
                         dedication. We need more people
                         like that in this city. What you
                         did for the Mayor today was
                         spectacular and another example of
                         what I am talking about. Speaking
                         of the Mayor, he wants to have a
                         celebration in your honor as soon
                         as he is out of the hospital. What
                         do you say to that?

                                   SUPERMAN
                         I'm sorry but I don't think that
                         would be fair. People don't pay
                         taxes so one man can be celebrated
                         for doing something that was
                         absolutely no danger to himself.

                                   GORDON
                         Ahhh...a working class hero. The
                         people of this city will eat that
                         up. You don't mind if I reiterate
                         what you have said here to the
                         press do you?

                                   SUPERMAN
                         You can, but only if you do it for
                         a friend of mine.

                                   GORDON
                         Who would that be?

                                   SUPERMAN
                         Clark Kent.

                                   GORDON
                         Kent? Does he work for the Planet?

                                   SUPERMAN
                         No, but I have it on good authority
                         that he will be very soon.

                                   GORDON
                         I'll make sure to make some time
                         for him if he stops by. Once again,
                         it was a pleasure meeting you, but
                         I have some business to attend to. 
                         Good day.

                                   SUPERMAN
                         You too.

               Gordon opens the door.



        55     INT. POLICE HALLWAY - CONTINUOUS                        55

               Superman steps through the door as James closes it, trapping
               him with Lois.

                                   LOIS
                         Hello Superman, I'm Lois Lane,
                         reporter for the Daily Planet. Do
                         you mind if I ask you a few
                         questions?

                                   SUPERMAN
                         I'm sorry, Miss. Lane. I don't
                         really have time. I need to get
                         back out in the city.

                                   LOIS
                         Yes I understand, but this will
                         only take a moment.

                                   SUPERMAN
                         I'm sorry Miss. Lane, but I have
                         already given an interview to a
                         reporter this morning and I don't
                         have time to do another one.

                                   LOIS
                         What? Who? It wasn't that bimbo Cat
                         Grant was it? I swear, all you need
                         is blonde hair and a big set of --

                                   SUPERMAN
                         No, Miss. Lane. I haven't spoken to
                         Ms. Grant. A reporter I saved from
                         a near car accident today.
                         In the interest of full disclosure
                         he's also a close friend.

                                   LOIS
                         What? What's his name?

                                   SUPERMAN
                         His name is Clark Kent. Now if you
                         will excuse me I have work to do.

               He turns and leaves with out another word, leaving Lois Lane
               fuming.

                                                                CUT TO:



        56     INT. DAILY PLANET, HALLWAY - EVENING                    56

               The CLASSIC IMAGE OF Clark Kent stares at us while he
               straightens his tie and steps out of the elevator into the
               hallway. Clark looks to his left and approaches the
               SECRETARY. 

               He stops at her desk and waits for a moment. She doesn't
               appear to notice him as she twirls an ink pen and stares out
               a nearby window. After another moment Clark finally clears
               his throat, catching her attention.

                                   CLARK
                         Excuse me miss? Hi, my name is
                         Clark Kent and I have a six o'clock
                         interview with Mr. White.

               The secretary gives him a doubtful look before paging Perry.

                                   PLANET SECRETARY
                         Mr. White, there is a Clark Kent
                         here for a job interview.

                                   PERRY
                             (filtered)
                         Have him wait outside my office,
                         I'm busy. I'll call for him when
                         I'm ready.

                                   PLANET SECRETARY
                         Yes, Mr. White.
                             (to Clark)
                         Well you heard the man, have a
                         seat.

               The Secretary gestures towards the row of chairs on the wall
               opposite of her desk.

               Clark turns to sit down, but manages to knock over a potted
               tree, spilling dirt all over the floor. He quickly kneels
               down and begins scooping up the dirt into his hand and
               putting it back in the pot.

                                   CLARK
                         I'm sorry Miss, I didn't see it
                         behind me.

               The Secretary opens the desk drawer and pulls out dust
               buster.

                                   PLANET SECRETARY
                             (giggling)
                         How could you miss it, Mr. Kent?

               Clark takes the dust buster and quickly cleans up the spill
               and hands it back to her.

                                   CLARK
                         Sorry.

                                   PLANET SECRETARY
                         No problem, Mr. Kent.

               Clark turns back to the chair and for a brief glimpse we see
               the real Clark smile.



        57     INT. SUBWAY, FOURTH CAR - DAY                           57

               Lois Lane siting alone,  and pissed off, takes out her cell
               phone from her purse and calls Perry through a direct line.

               INTERCUT AS NEEDED:

                                   PERRY
                         Yes, Lois.

                                   LOIS
                         Perry I tried to get an interview
                         with Superman.

                                   PERRY
                         What do you mean tried? Why didn't
                         you get it?

                                   LOIS
                         He said he already gave an
                         exclusive to a reporter named Clark
                         Kent. Have you ever heard of him?

                                   PERRY
                         Kent?

                                   LOIS
                         Yes.

                                   PERRY
                         Clark Kent?

                                   LOIS
                         Yeah.

               Perry leans out and looks at Clark sitting on the bench like
               a schoolboy.

                                   PERRY
                         Yeah, we just hired him.

                                   LOIS
                         What?

                                   PERRY
                         Gotta go, Lois. Stay on Luthor.

                                   LOIS
                         Perry --

               CLICK!

               Lois lets out and closed mouth SCREAM in frustration and
               throws her cell phone against the wall. Her fellow riders
               look at her like she is a mad woman.



        58     INT. DAILY PLANET, PERRY WHITE'S OFFICE - THAT MOMENT   58

               Perry leans out door.

                                   PERRY
                         Kent?

                                   CLARK
                         Yes?

               Perry smiles widely.



        59     INT. INTERROGATION ROOM - DAY                           59

               Lex has a huge smile on his face as his lawyer, MR. CAMPBELL,
               sits next to him. Turpin has been chain smoking for a good
               two hours and isn't about to stop as the smoke billows under
               the lights. 

               The Commissioner stares in disdain at Luthor. Turpin and the
               Commissioner stare directly at Campbell's and Luthor's eyes
               when they talk. Lex's and Campbell's eyes stay straight
               ahead.

                                   MR. CAMPBELL
                         We need to go no further than the
                         Fourteenth Amendment gentleman and
                         I use that term loosely when
                         referring to an ape like you, Mr.
                         Turpin. Mr. Luthor was arrested
                         without warrant.

                                   TURPIN
                         Is that so?

                                   MR. CAMPBELL
                         Yes. Who was the officer who
                         brought Mr. Luthor in?

                                   TURPIN
                         Superman. He was deputized by the
                         mayor this morning.

                                   MR. CAMPBELL
                         Do you have any papers to verify
                         that? Is Superman on the payroll?
                         Does he get benefits? Does he have
                         a social security number?

                                   TURPIN
                         Well, no --

                                   MR. CAMPBELL
                         Well then we have a problem
                         Grandpa. Unless we see some legal
                         and binding documentation that
                         Superman is an employee of the
                         Metropolis Police Department, and
                         furthermore, that he can legally
                         work in the United States, then you
                         either release Mr. Luthor, or I am
                         going to tie up Metropolis in legal
                         action that will be so long and
                         expensive, that it will bust your
                         balls back to the stone age
                         gentleman.

                                   TURPIN
                             (rising from his seat)
                         I think I have heard just about
                         enough of your crap, Campbell!

                                   MR. CAMPBELL
                         Don't touch me, Turpin!

               Turpin jumps out of his chair and starts after Campbell.
               Campbell almost begins to run circles around the table. They
               quickly stop.

                                   MR. CAMPBELL (cont'd)
                         I'll sue you and take everything
                         you have!

                                   TURPIN
                         Well, you can have her: everyone
                         else has!

               Lex smiles and leans toward Gordon.

                                   LEX
                         It seems you are stuck between a
                         rock and a hard place, Gordon. 
                         Listen, I'm not going to sit here
                         and try to convince you I had
                         nothing to do with the
                         assassination. I have had some
                         dealings with those men before but
                         I didn't sell those weapons to
                         them. You know that is not my
                         style. Your men jumped the gun and
                         you put to much trust into
                         Superman. You have no idea where he
                         is, who he is, or if he can be
                         trusted. The evidence that he and
                         Turpin presented is, at best,
                         flimsy and will never hold up in
                         any Metropolis court. Is that
                         weapon our design? Yes, but you
                         have no proof that we sold those
                         guns. If you check your files, you
                         will see that we reported a break
                         in and stolen property on the
                         fifteenth of last month. If I was
                         selling weapons to them, why would
                         they want to kill me? Think about
                         it, Gordon. I know you want me
                         busted, but until you get some
                         solid evidence, you may want to
                         back off before you find yourself
                         unemployed. Seriously, I wasn't
                         even read my rights.

                                   GORDON
                         You only need that if you're being
                         placed under police custody then
                         you would be interrogated. This
                         isn't an interrogation: this is a
                         questioning. You're free to go
                         whenever you please.

                                   LEX
                         If this isn't an interrogation then
                         why is my lawyer, Mr. Campbell
                         here?

                                   GORDON
                         You called your lawyer, Mr. Luthor.
                         Not us.

               Gordon and Turpin exchange smiles at beating Luthor at his
               own game.

                                                                CUT TO:



        60     EXT. METROPOLIS, VARIOUS STREETS - MORNING              60

               The Daily Planet issue covering the attempted assassination
               of Mayor Silva, and the first and only interview with
               Superman, is sold out across the city as people demand copies
               at various newsstands.



        61     INT. DAILY PLANET, PERRY WHITE'S OFFICE - MORNING       61

               Clark sits in Perry's office looking out the window as Perry,
               celebrating, offers him a cigar. Lois sits next to Clark
               feeling very unappreciated.

                                   CLARK
                         No thanks, Mr. Perry, I don't
                         smoke.

                                   PERRY
                         Good for you, Kent. That interview
                         has blown every paper and news
                         channel out of the water. You're a
                         celebrity!

                                   CLARK
                         Wow, Mr. Perry. I don't know what
                         to think of that.

                                   LOIS
                         Oh, please it's just one story.

                                   PERRY
                             (to Lois)
                         Don't forget his exclusive with the
                         Police Commissioner Lois.
                             (turning back to Clark)
                         She's right, though Kent. They
                         won't know your name next week. I
                         made some calls and it appears that
                         Lex Luthor was released last night,
                         apparently he was never under
                         arrest as the rumors went. So I
                         want you to go to LexCorp and
                         interview Luthor.

                                   CLARK
                         Yes, Mr. Perry.

                                   LOIS
                         What? Wait a minute Perry you're
                         sending this guy to interview
                         Luthor?

                                   PERRY
                         Of course. He got the interview
                         with Superman that my top reporter
                         didn't and since Luthor got taken
                         in by Superman it's only natural
                         that the man who interviewed
                         Superman should interview Luthor as
                         well.

                                   LOIS
                         I read his interview with Superman.
                         It was far from a first class
                         interview and they were all
                         softball questions.

                                   CLARK
                         Lois I think --

                                   LOIS
                         Shut up, Kansas.

                                   CLARK
                         Smallville.

                                   LOIS
                         What?!

                                   CLARK
                         Nothing.

                                   PERRY
                         Okay, maybe Clark's interview was a
                         little weak but my god Lois he got
                         the numbers that you never did.

                                   CLARK
                         My questions were not --

                                   PERRY
                         Quiet, Kent!

                                   LOIS
                         Maybe I didn't get the interview
                         with Superman, Perry but I kept
                         this paper alive when it was going
                         downhill and you know it.

                                   PERRY
                         That was three years ago, Lois.
                         Three years. And the last article
                         you wrote before the space shuttle
                         was so horrible that before I
                         deleted it from my computer I
                         printed it out and wiped my ass
                         with it!

                                   LOIS
                         You know what. I'm not going to let
                         this country hick or anyone else
                         take my place at this newspaper.
                         I'm the best here and you and
                         everyone else in that newsroom
                         knows it. I'll get you a story,
                         Perry.
                             (to Clark)
                         Have fun with the Luthor interview,
                         Smallville.

               Lois storms out of the office and SLAMS the door shut. Clark
               sits silently in the chair.

                                   PERRY
                         Kent.

                                   CLARK
                         Yes, Mr. White?

                                   PERRY
                         What are you sitting around here
                         for?! Go get the interview!

                                   CLARK
                             (jumping to his feet)
                         Yes, Mr. White.

               Clark runs towards the door -- BOOM -- runs face first into
               it.

                                   PERRY
                         Open the damn door, Kent!

               Clark holds his nose and opens the door and leaves the
               office.

                                                                CUT TO:



        62     INT. LEXCORP, HALLWAY - MORNING                         62

               Clark approaches the RECEPTIONIST, MS. VALE. He decides to
               try and drop the goofy Clark Kent act and try to make an
               impression on the woman.

                                   CLARK
                         Hello, I'm Clark Kent. I'm here to
                         see Lex.

                                   MISS. VALE
                         Who?

               Clark leans his elbow on the desk and flashes a smile.

                                   CLARK 
                         Clark Kent, reporter for the Daily
                         Planet.

               She not impressed and begins to check Lex's appointments.

                                   MISS. VALE
                         I'm sorry Mr. Kent but Mr. Luthor
                         isn't expecting you. You will have
                         to make an appointment.

               Clark starts to object when an intercom buzzes at her desk.

                                   LEX
                             (filtered)
                         Send Clark up, Miss. Vale.

                                   MISS. VALE
                         Yes, Mr. Luthor.



        63     INT. LEXCORP, LEX'S OFFICE - MOMENTS LATER              63

               Lex's office is as pristine as ever. Not a single trace of a
               bullet hole or broken glass or dust can be found.

               Lex is seated at his desk reading a copy of the latest
               edition of the Daily Planet when there is a KNOCK on the
               door.

                                   LEX
                         Come in, Clark!

               Lex lays the paper on his desk as Clark steps forward.

                                   LEX (cont'd)
                         Good morning, Clark. The last time
                         we talked you were a sophomore at
                         Met U. How long ago was that? Five,
                         six years?

               Lex stands up and shakes Clark's hand.

                                   CLARK
                         Something like that, Lex. How have
                         you been?

                                   LEX
                         Well other than having my life
                         almost extinguished for the second
                         time this year, I'm doing pretty
                         well. I just finished reading your
                         article on Superman. It makes for
                         an interesting read.

                                   CLARK
                         Yes it was a very interesting
                         interview. Speaking of interviews
                         that's why I am here. I was
                         wondering if I could get a one on
                         one with you?

                                   LEX
                         Tell you what, Kent. In the
                         interest of old friendships, I'll
                         give you an exclusive interview on
                         one condition.

                                   CLARK
                         What is that?

                                   LEX
                         That you answer two questions for
                         me.

                                   CLARK
                         Okay, shoot.

                                   LEX
                         First off, where does Superman
                         live?

                                   CLARK
                         I don't know that.

                                   LEX
                         Are you sure you don't Clark?

                                   CLARK
                         Yes, I'm sure. Was that your second
                         question?

                                   LEX
                         I never mentioned anything about
                         how many follow up questions there
                         would be now did I? My second
                         question is: where did you go after
                         you graduated from Metropolis
                         University?

                                   CLARK
                         I traveled.

                                   LEX
                         Really? Where? And most
                         importantly, where did you get the
                         money to do so?

               Clark's mind races, think of something Clark.

                                   CLARK
                         I backpacked Europe for about three
                         years and was really fortunate that
                         I met a lot of good honest people.

                                   LEX
                         So you mean to tell me that you
                         spent three years in Europe and
                         went no where else?

                                   CLARK
                         Yes, Lex. I could barely afford to
                         get to Europe and almost didn't
                         make it back to the U.S.

                                   LEX
                         Are you sure?

                                   CLARK
                         Yes.

                                   LEX
                         Then you were never in the area
                         during the Yangtze floods two years
                         ago when the river's course was
                         somehow diverted? What about the
                         survivors stories from the
                         earthquakes in Tokyo.

                                   CLARK
                         No, Lex, I wasn't. I don't know
                         what you're getting at.

                                   LEX
                         I'm getting at this --

               Lex tosses a folder onto the desk. Clark picks the folder up
               and opens.

               INSERT: Black and white photos of Clark in various places
               around the world. Clark's hair is a little longer and has a
               serious five day shadow working for him in some pictures.

               Clark's body tenses as he understands where this is leading
               to. Lex picks up two photos and studies them. 

               INSERT: One picture of Clark and one of Superman taken over
               the last week.

                                   LEX (cont'd)
                         I'm talking about who you are,
                         Clark.

                                   CLARK
                         Lex, I don't know what you are
                         talking about.

                                   LEX
                         Clark you can stop it now. I'm not
                         like these Metropolis morons.
                             (swapping the photos)
                         Glasses on, glasses off. Glasses on
                         glasses off, it's the same damn
                         guy.

               Clark is speechless then quickly puts on a smile.

                                   CLARK
                         What do you want, Lex? This is
                         getting old. I am not Superman. I
                         can't fly or run fast and I don't
                         have superhuman strength. You have
                         seen me hurt before.

                                   LEX
                         Yes I have but you were much
                         younger then. As for what I want. I
                         need an apology first off for
                         bringing me in.

                                   CLARK
                         For what? Lex, I am not Superman. I
                         just came here for an interview and
                         if I'm not going to get that then I
                         have other things to do.

                                   LEX
                         Fine, Clark. If you won't work for
                         me then you are against me.

                                   CLARK
                         Lex! Listen to me! I am not
                         Superman. Do I get the interview or
                         not?

               Lex looks deep into Clark's eyes, Lex wants to believe.

                                   LEX
                         No, Clark. I am not doing an
                         interview with you. I believe Miss.
                         Lane will be getting that interview
                         instead. Now get out of my office,
                         Clark.

                                   CLARK
                         Fine Lex, but you're wrong.

               As Clark reaches the front door it opens.  A large brute of a
               man stands before us... KALIBAK. He is easily seven feet tall
               and has to weigh near five hundred pounds.

                                   KALIBAK
                         Good day, sir.

                                   CLARK
                         Good day to you, too.
                             (extending his hand)
                         Clark Kent.

               Kalibak takes Clark's hand which now looks like a child's
               hand in Kalibak's and shakes it.

                                   KALIBAK
                         Ah. The man who wrote that
                         wonderful Superman article. It's a
                         pleasure to meet you.

                                   CLARK
                         You too, Mr...?

                                   KALIBAK
                         Kalibak.

               Lex clears his throat in the background as Campbell squirms
               out from behind Kalibak and nods briefly at Clark.

                                   KALIBAK (cont'd)
                         I hate to rush off but I have an
                         important meeting with Mr. Luthor.

                                   CLARK
                         I understand.

               Clark steps aside and allows Kalibak to enter the room.

                                   KALIBAK
                         You have a good day, Mr. Kent.

                                   CLARK
                         Thank you. You too, sir.

               Clark heads out of the office and shuts the door. Kalibak
               walks towards Lex with purpose and a complete change in
               demeanor.

                                   LEX
                             (closing folder)
                         Greetings, Kalibak.

                                   KALIBAK
                         Dispense with the pleasantries dog.
                         What is the meaning of this
                         meeting?

                                   LEX
                         Superman.

                                   KALIBAK
                         Ahhhhh. The Kryptonian. I have much
                         interest in this man.

                                   LEX
                         Excuse me, what did you call him?

                                   KALIBAK
                         Kryptonian. I will not repeat
                         myself again. What is it that you
                         want, Luthor?

                                   LEX
                         He's a hero. The people of this
                         city love him and so does most of
                         the rest of the world. They believe
                         he's the most powerful man in
                         Metropolis. I'm the powerful man in
                         Metropolis but Superman arrested me
                         and has tarnished my good name and
                         image and I want him dead. I want
                         all of those responsible for
                         ruining my name taken care of. I
                         want Commissioner James eliminated.
                         He's intent on bringing me down.
                         Inspector Turpin has been a thorn
                         in my side for years, start with
                         him. Lois Lane has been trying to
                         expose me for years and I allowed
                         her to continue. No more. I want
                         them all dead within a week. Do you
                         understand, Kalibak?

                                   KALIBAK
                         Yes, Luthor. I'm glad to see that
                         you have finally grown a back bone. 
                         Opponents should always be
                         eliminated. You have wasted to much
                         time with these fools. My standard
                         fee is one million dollars per
                         head, but with the time frame you
                         requested, it is double. Also it
                         will require resources to prepare
                         my assassins this quickly. I want
                         access to all of your agents. I
                         need intelligence. The ones who
                         were working for me before
                         were...disappointing.

                                   LEX
                         I'll make it three. Just get it
                         done.

                                   KALIBAK
                         Including the Agents?

                                   LEX
                         Full access, though, I am intrigued
                         as to why.

                                   KALIBAK
                         Something bigger than you Luthor. I
                         assume you will divulge the
                         information from your agents soon
                         enough.

                                   LEX
                             (smiling)
                         Of course.

                                                                CUT TO:



        64     INT. COMMISSIONER JAMES' OFFICE - NIGHT                 64

               Commissioner James switches off his computer and leans back
               in his worn out office chair and lets out a big sigh. He
               stands up and cracks his neck. James walks over and grabs his
               jacket and puts it on, then switches the light off and
               reaches for the door knob.

               He pauses at an odd clicking sound coming form the window.
               James smiles and walks over and pulled the blinds up. As the
               blinds come up he jumps back with a frightened expression. 

               THE WINDOW EXPLODES! A SHOWER OF GLASS AND BRICK SMASH INTO
               THE COMMISSIONER'S OFFICE, SENDING JAMES AND HIS DESK FLYING
               ACROSS THE ROOM.

               James rolls over, in a daze. A loud THUMP of feet echo. James
               scrambles for what was left of his desk and pulls his pistol
               from a hidden drawer. James stumbles to his feet and aims the
               pistol at the oncoming silhouette.

               A gigantic feature approaches, the city lights pouring into
               the hole and giving the shape a demonic appearance. It stops
               a few feet in front of him and GROWLS. For a split-second
               James hesitates.

               The creature GROWLS again and starts to take a step forward,
               as it does a squad of POLICE OFFICERS STORM into the
               shattered office. 

               The beast whirls at the new threat, its features briefly lit
               up by the flashlights attached to the officer's weapons. It
               doesn't make a sound as it leaps towards the men. GUNFIRE
               breaks the silence as the squad is broken apart like bowling
               pins.

               SCREAMS are cut short in an instant. Weapons are rendered
               useless but they never stop FIRING. Gordon FIRES several
               rounds into the creature's back as it BREAKS the spine of the
               last officer.

               The creature lets the limp body drop to the floor before it
               spins around lightning fast and grabs James by the neck,
               lifting him from the floor. James struggles to free himself
               but can't even pull a finger from his neck. He raises his
               weapon to the creatures face and FIRES his last round to no
               effect.

               The creature pulls him close before uttering a single word.

                                   KALIBAK
                         Kalibak.

               Kalibak SNAPS his neck like a twig.



        65     EXT. METROPOLIS, SKY LINE - LATER                       65

               Superman flies high above the city and spots the damaged
               Office wall. Superman quickly swoops down.



        66     INT. COMMISSIONER JAMES' OFFICE - CONTINUOUS            66

               Superman drifts into the hole on the side of the Metropolis
               City Building. He takes in the crime scene with a gasp. He
               scans the edges of the hole with his supervision.

               He scans the bodies of the men one at a time looking for
               signs of life. Each one is mangled. Superman gasps as he
               finds Commissioner James lying behind his ruined desk, his
               neck broken. 

               Superman goes back to scanning the remaining bodies.  He
               stops at one man whose spine was broken, but was relatively
               intact compared to most of the other bodies.

               INSERT: X-RAY VISION of the officer's heart still beating.

                                   SWAT LEADER (O.S.)
                         FREEZE!

               Superman looks up to sees a SWAT TEAM ready and willing to
               shoot, more dangerous to themselves at this close range.

                                   SUPERMAN
                             (pointing)
                         This man is still alive. He needs
                         help.

                                   SWAT LEADER
                         I SAID FREEZE AND ON YOUR KNEES!
                         NOW!

                                   SUPERMAN
                         I'm telling you, you need to get an
                         ambulance here immediately.

               Superman put his hands behind his head,and drops to his
               knees.

               Turpin runs into James office. He steps back out, his face
               pale. Turpin peers back into the room and sees the officer
               that Superman is pointing to breathing.

                                   TURPIN
                         Get on the radio and get an
                         ambulance here. Mezger is still
                         alive.
                             (to Superman)
                         Is it going to do me any good to
                         tell you that you're under arrest?

                                   SUPERMAN
                         I didn't do this. Something else
                         was here, but it got away before I
                         got here.

                                   TURPIN
                         Are you sure? Because I don't know
                         of anybody else who can do the kind
                         of damage that's done in there.

                                   SUPERMAN
                         You said it yourself that there are
                         other people on this planet with
                         abilities.

               Turpin thought it over for a moment and then looks Superman
               in the eye.

                                   TURPIN
                         You go find whoever it was you
                         think did this but we are going to
                         do a full investigation and if we
                         don't find any evidence of someone
                         else being here...

               Superman nods once before flying through the damaged office
               and out into the city.

                                                                CUT TO:



        67     INT. LANA'S HOUSE, LIVING ROOM - MOMENTS LATER          67

               Lana uncaps a magic marker and writes on something in front
               of her. She recaps it and leans back and wipes her brow.



               WIDE SHOT

               Everything in the room is boxed up and labeled. O.S. A dog is
               HEARD barking. Lana gets up and heads out the front door.



        68     EXT. LANA'S HOUSE, FRONT PORCH - CONTINUOUS             68

               Lana's walks onto the porch and sees Superman on her front
               lawn kneeling in front of her dog petting it.

                                   SUPERMAN
                         Hey, boy. How are you doing?

                                   LANA
                         Clark?

               Clark looks up at Lana.

                                   SUPERMAN
                         Hi, Lana.

               Superman stands up and walks toward Lana. Lana stares blankly
               at Superman for a moment, not seeing him as Clark for the
               first time. Superman holds Lana tightly. Lana then steps back
               and looks into Superman's eyes.

                                   LANA
                         What's wrong?

                                   SUPERMAN
                         There is someone else like me.

                                   LANA
                         Is that a good thing or a bad
                         thing?

                                   SUPERMAN
                         He's a murderer.

                                   LANA
                         Oh, god. What you going to do?

               Superman leads Lana over to the porch and sits down with her
               on the steps.

                                   SUPERMAN
                         I don't know. I don't know about
                         anything any more. Everything is a
                         mess. The police are looking at me
                         as a suspect. I've looked
                         everywhere for the guy who did this
                         Lana and I couldn't find anything.
                         And tonight I have to write an
                         article about these murders and no
                         matter what I'm going to come out
                         looking like the bad guy.

                                   LANA
                         Well, don't write the article.

                                   SUPERMAN
                         It's my job.

                                   LANA
                         Well, don't write it to where you
                         look guilty.

                                   SUPERMAN
                         I have to, Lana. All the evidence
                         points towards me. If I don't, my
                         job could be in jeopardy.

                                   LANA
                         You're just gonna have to write
                         that article then find out who did
                         it so you can clear your name.

                                   SUPERMAN
                         I wish it was that easy Lana but
                         it's not. There's only one person I
                         can think of who could help me.

                                   LANA
                         Who's that?

                                   SUPERMAN
                         Lois.

                                   LANA
                         Lois? Lane?

                                   SUPERMAN
                         Yeah.

                                   LANA 
                             (a little hurt)
                         Oh, her. That big city reporter.

               After a beat of silence Lana stands up and takes Superman's
               hand. As Superman stands up Lana wraps her arms around him.

                                   LANA (cont'd)
                         Well, just remember, Clark. No
                         matter what. I love you and I
                         believe in you.

                                   SUPERMAN
                         I love you, too.

               Superman kisses Lana then takes flight.

                                                                CUT TO:



        69     INT. DAILY PLANET, LOIS' DESK - NIGHT                   69

               Piles of folders are stacked on the desk. Lois types away on
               her keyboard like a woman possessed. The Daily Planet MAIL
               CLERK interrupts Lois.

                                   MAIL CLERK
                         Miss. Lane.

                                   LOIS
                         Yes?

                                   MAIL CLERK
                         This just arrived for you.

               She hands Lois a small package big enough for a CD.

                                   LOIS
                         Thanks.

               Lois waits until the Mail Clerk is out of viewing range
               before she inspects the package. No return address on the
               box. Lois opens it up and takes out the CD and places it into
               her computer. 

               Lois reads the screen and beams with pride.

                                   LOIS (cont'd)
                             (under her breath)
                         Try getting LexCorp informants,
                         Clark. Then you might be a
                         challenge.

               Lois take out the CD and puts in her purse and leaves her
               desk.



        70     INT. DAILY PLANET, HALLWAY - CONTINUOUS                 70

               Lois walks past Jimmy, who has a box of ink cartridges in his
               hand.

                                   LOIS
                         Good night, Jimmy.

                                   JIMMY
                         Good night, Miss. Lane.



        71     EXT. METROPOLIS, NEWSTAND - NIGHT                       71

               In a run down section of Metropolis Turpin is at a newstand.
               An old gnarly vendor, AL sees Turpin walking up to him.

                                   AL
                         Hey, Dan.

                                   TURPIN
                         Hey, Al.

                                   AL
                         Working late tonight?

                                   TURPIN
                         Yup.

                                   AL 
                         Usual?

                                   TURPIN
                         You go it.

                                   AL
                             (as he hands them over)
                         Coffee, extra sugar. Jelly filled
                         doughnut. Daily Planet. 

                                   TURPIN
                         Thanks, Al.

                                   AL
                         You got it, Dan? Rough night.

                                   TURPIN
                         Yup.

               Dan hands over a pocket full of change.

                                   TURPIN (cont'd)
                         Catch ya' tomorrow, Al.

                                   AL
                         See you tomorrow, Dan.

               Dan heads back to his rusted out Oldsmobile and gets inside.



        72     INT. DAILY PLANET, HALLWAY - NIGHT                      72

               Clark walks down the hallway searching for Lois. Jimmy is
               reloading the ink in a copier.

                                   CLARK
                         Hey, Jimmy.

                                   JIMMY
                         Hello, Mr. Kent. Say you wouldn't
                         know how to refill this copier
                         would you?

                                   CLARK
                         Sorry, Jimmy I don't.

                                   JIMMY
                         That's okay.

                                   CLARK
                         Hey, Jimmy. Have you seen Lois?

                                   JIMMY
                         Uh...she left a couple of minutes
                         ago. You should try calling her
                         cell.

                                   CLARK
                         Okay, thanks, Jimmy.

                                   JIMMY
                         You got it, Mr. Kent.

               Clark walks over to his desks and picks up the phone.

                                                                CUT TO:



        73     I/E. TAXI CAB - NIGHT                                   73

               Lois Lane sits in the back of the cab as it travels down the
               busy streets of Metropolis. Her cell phone rings.

                                   LOIS
                             (into cell)
                         Lois?



               INTERCUT AS NEED:

                                   CLARK
                         Hey, Lois.

                                   LOIS
                         What is it, Smallville?

                                   CLARK
                         Lois I have a favor to ask.

                                   LOIS
                         What do you need?

                                   CLARK
                         I need access to your contacts.

                                   LOIS
                         No way, Clark.

                                   CLARK
                         Look, Lois. I have to write the
                         article on Superman tonight and
                         right now all the evidence points
                         towards him. I can't write it like
                         that.

                                   LOIS
                         How do you know that Superman
                         didn't do it?

                                   CLARK
                         Would the man who saved your life
                         kill another man?

               Suddenly Lois becomes quiet. He's got her.

                                   LOIS
                         I can't give you my contacts,
                         Clark. Unless you give me something
                         in return.

                                   CLARK
                         What do you want?

                                   LOIS
                         Superman.

                                   CLARK
                         Superman? Lois I can't give you
                         Superman.

                                   LOIS
                         Bullshit, Clark. You know the guy
                         and he mentioned your name to me
                         personally.

                                   CLARK
                         Look, Lois, I'll see what I can do.

                                   LOIS
                         No, Clark you'll give me Superman
                         or I'll --

               THUMP! The roof of the cab indents.

                                   CABBIE
                         What the hell!

               The roof is being pounded upon by something on the taxi.

                                   CLARK
                         Lois what is going on?

                                   LOIS
                         I don't know, Clark. Something is
                         on the roof and --

                                   CLARK
                         Lois? Lois?!

               Clark hangs up the phone then looks around and sees the door
               open to the corner office. Clark quickly scans it with his x
               ray vision, nobody inside. Clark heads to the office then
               gingerly steps out the window.



        74     EXT. DAILY PLANET - CONTINUOUS                          74

               Clark free falls stripping off his suit with this costume
               underneath. His suit lands on one of the window sills with
               his shoes on top.



        75     EXT. METROPOLIS, SKY - CONTINUOUS                       75

               Superman flies over Metropolis, scanning the streets and
               spots a taxi cab with a LARGE CREATURE the size of two men,
               with lightning quick reflexes, long jagged teeth, and razor
               sharp claws, on top of the cab.

               BAM!

               Superman stops and hovers in mid-air and turns to his left
               and sees 



               TURPIN'S OLDSMOBILE

               with ANOTHER CREATURE ON it. Turpin fires another shot which
               hits it, sending it reeling back.

               LOIS screams again. Superman turns back and looks at 



               LOIS' CAB. 

               The creature has ripped open half of the roof. 

               BAM! Superman turns his head back to



               TURPIN'S OLDSMOBILE

               As another gunshot rings out. This time the Creature is
               stunned and ready to fall off the car.

               Superman BOLTS towards...



               LOIS.

               The Cabbie LOCKS on the breaks as the cab comes to a
               screeching halt. The second the taxi stops, BOOM! Superman
               slams into the creature with both fists sending it flying 50
               feet across the street into a building.

               Superman looks down into the taxi. Lois looks up at him.

                                   SUPERMAN
                         Are you okay, Lois?

               WHAM! The creature ATTACKS Superman knocking him off of the
               taxi. Superman fights with it as it bites into his neck.

               ANGLE ON - THE CREATURE'S TEETH, as they start to BREAK.

               The beast stops biting and Superman seizes his chance and
               KNOCKS the hell out of the creature sending it FLYING back
               against the taxi. The creature SPRINGS BOARDS off of the
               trunk and back onto Superman.

               Lois sticks her head out of the torn roof of the taxi and
               watches the fight as the traffic begins to STOP and watch as
               well.

               Superman rolls the creature onto its back and begins to SMASH
               ITS FACE IN. The creature roars and backhands Superman
               sending him flying into a NEWSPAPER STAND. 

               The creature heads towards Superman but Superman stands up
               and BLASTS the creature with his HEAT VISION. No good. He
               just pissed it off worse. Superman hits the creature with his
               ICE BREATH. The creature SCREAMS in pain and takes a step
               back.

               The creature LURCHES forward trying to move against the
               oncoming gale, but slowly begins to FREEZE OVER.

               ANGLE ON - SURROUNDING AREAS, as vehicles and lamp posts
               nearby begin to FROST OVER.

               The creature takes a final step and FREEZES. Frozen in mid
               step, the beast topples over and SHATTERS loudly upon the
               street.

               Superman calls over to Lois.

                                   SUPERMAN (cont'd)
                         Lois?!

                                   LOIS
                         I'm okay. Look I know who set you
                         up. It was Luthor.

                                   SUPERMAN
                         Luthor?

                                   LOIS
                         Luthor hired Kalibak as an
                         assassin.

               Superman FLIES OFF.



        76     EXT. METROPOLIS, STREET - MOMENTS LATER                 76

               ANGLE ON - A TIRE SPINNING, as the car is flipped up on its
               top.

               Crawling out of the car is a banged up Turpin. He crawls over
               to the side walk and rests.

               WHOOM! THE CAR IS FLIPPED INTO THE AIR CRASHING INTO A
               DEPARTMENT STORE.

               The Creature LUNGES towards Turpin's.

               ANGLE ON - THE CREATURES FACE, inches from Turpin's face.
               WHAM! Superman's boots land on the back of the creature's
               neck sending its face CRASHING into the pavement.

                                   SUPERMAN
                         Sorry, I'm late.

                                   TURPIN
                         Better late then never, blue boy.

                                   SUPERMAN
                         This will only take a moment.

               Superman turns to face the creature as it shakes its head and
               loosens the broken concrete from its teeth. With a PRIMAL
               SCREAM the beast LEAPS at Superman with its claws reaching
               for his throat.

               Superman meets it with a VICIOUS UPPERCUT, catching it under
               the jaw and KNOCKING IT SKYWARD. The creature lands on top of
               a Hummer shattering it.

               The creature shakes its head clear again as it crawls out of
               the mess and approaches Superman cautiously.

               They circle for a moment and this time Superman is the
               aggressor as he moves in for another swift punch but the
               creature SIDESTEPS SUPERMAN AND CLAWS AT HIS NECK, OPENING A
               SMALL WOUND.

               Superman grimaces in pain but spins around and with a VICIOUS
               BACKHAND sending the beast CRASHING to the ground.

               With a single minded purpose the creature drags itself
               towards Superman before finally succumbing to its injuries
               with a final ragged breath.

               Superman is visibly distressed at killing but pulls himself
               together as Turpin walks up to his side.

                                   TURPIN
                         You okay?

               Superman reaches up to the wound and rubs it gingerly with
               his hand. When he pulls it down and looks at it, he finds it
               is covered in blood.

                                   SUPERMAN
                         Yeah, I'm alright.

                                   TURPIN
                         Was that thing as strong as you?

                                   SUPERMAN
                         No. Not really. Just unpredictable.
                         Look, Luthor is behind this. He's
                         paid someone named Kalibak to be
                         his hitman. Lois can fill you in on
                         the details. She's a few blocks
                         away from us but knowing her she'll
                         be her shortly.

                                   TURPIN
                         Are you going after Kalibak?

                                   SUPERMAN
                         Yes.

               Superman flies off as Lois Lane comes running down the
               street.

                                   LOIS
                         Superman wait!
                             (he's gone)
                         Damn it.

                                   TURPIN
                         What is it?

                                   LOIS
                         Kalibak.

                                   TURPIN
                         What about him?

               Lois looks down at Turpin with a worried look.

                                                                CUT TO:



        77     EXT. METROPOLIS, SKY LINE - NIGHT                       77

               Superman flies high above the city scanning for Kalibak.

               ANGLE ON - A WHITE LIMO, as it heads down the street.

               Superman looks up ahead and sees,

               LEXCORP.

               Superman smiles and SHOOTS off towards the roof.



        78     EXT. LEXCORP - MOMENTS LATER                            78

               The limo pulls up outside of LexCorp.



        79     INT. LEXCORP, LEX'S OFFICE - THAT MOMENT                79

               Lex Luthor is sitting at his desk studying his PC.



        80     EXT. LEXCORP, ROOF - THAT MOMENT                        80

               Superman lands silently.



               INSERT - X-RAY VISION

               As we peer through the concrete and steel to spy on Luthor.



        81     EXT. LEXCORP - THAT MOMENT                              81

               The limo pulls up to the front entrance.



        82     EXT. LEXCORP, ROOF - THAT MOMENT                        82

               Superman turns his head towards the limo.

               INSERT:

               TELESCOPIC VISION

               as the chauffeur gets out and opens the back door for
               Kalibak. The limo relaxes as the huge weight is lifted off
               its shocks.

                                                                CUT TO:



        83     INT. LEXCORP, LEX'S OFFICE - MOMENTS LATER              83

               Kalibak steps into the office and is greeted by Lex with a
               satisfied smile.

                                   LEX
                         I take it you had a satisfactory
                         meeting.

                                   KALIBAK
                         Most satisfying. It has been a long
                         time since I have felt the bones of
                         another warrior crushed between my
                         fingers.



        84     EXT. LEXCORP, ROOF - THAT MOMENT                        84

               Superman clenches his teeth, his fingers DIG INTO THE
               CONCRETE. He is one seriously pissed off dude.



        85     INT. LEXCORP, LEX'S OFFICE - THAT MOMENT                85

                                   LEX
                         A warrior huh? James was a
                         politician and nothing more.

               Kalibak takes a threatening step towards Lex, anger flashing
               across his face.

                                   KALIBAK
                         James died with honor. Do not
                         cheapen my victory again.

               BOOM! The CEILING CRASHES in as Superman lands on top of
               Lex's desk CRUSHING it.

                                   SUPERMAN
                         Both of you stop right where you
                         are.

               Lex looks up from his desk.

                                   LEX
                         You're paying for that.

                                   KALIBAK
                         Stand aside, Luthor. I will deal
                         with the Kryptonian.

               ANGLE ON - SUPERMAN as he cocks his head curiously.

               Kalibak SWINGS A RIGHT while releasing a thunderous inhuman
               roar -- POW! The punch lands squarely on Superman's chin
               sending him SAILING ACROSS THE ROOM AND THROUGH THE CONCRETE
               WALL.



        86     EXT. METROPOLIS, STREET - CONTINUOUS                    86

               The citizens of Metropolis stop and stare forty stories above
               them at the man of steel as he comes CRASHING DOWN ONTO THE
               PAVEMENT.

               Citizens scatter as the DEBRIS FROM THE WALL SHATTERS THE
               BACK OF PARKED TAXI CABS AND A LONE HOTDOG STAND.

               Dazed, but unhurt, Superman begins to get to his feet,
               rubbing his jaw. Women SCREAM O.S. Superman looks up just as
               Kalibak comes CRASHING down onto Superman's head, feet first,
               SMASHING Superman THROUGH the street and into the sewers
               below.



        87     INT. SEWERS - NIGHT                                     87

               Superman lies on his back in six inches of water as moonlight
               cascades across his face and chest. Concrete, electrical
               conduit and water pipes are strewn around the tunnel.

               Kalibak towers over Superman, GROWLING like an animal.
               Groggily, Superman begins to stand. As he does he reaches
               over and weakly grabs a conduit. Kalibak reaches down, grips
               him by the throat and hauls him to his feet bringing Superman
               eye to eye with the powerful man.

                                   KALIBAK
                         My father will be most pleased that
                         I could conquer one as powerful as
                         you, Kal-El.

               BOOM! Kalibak UNLEASHES A WILD UPPERCUT SHOOTING Superman
               through the street with conduit in hand.



        88     EXT. METROPOLIS, STREET - CONTINUOUS                    88

               Kalibak leaps through the new hole and pulls the prone
               Superman back to his feet and grips him in a rear choke.
               Superman holds the conduit by his side.

                                   KALIBAK
                         Now your blood is mine, Kal-El.

               Kalibak cups Superman's chin, preparing to snap his neck. At
               that instant, Superman jams the end of the electrical conduit
               directly into Kalibak's eye. SPARKS AND BLUE FIRE COURSE
               ACROSS BOTH MEN. 

               Kalibak releases his grip, stumbles back, and starts to BEND
               AND MORPH into an odd shape. He FLICKERS a few times before
               finally, Kalibak the man is no more and only Kalibak the
               Cruel remains.

               Superman shakes his head, trying to clear the cobwebs as he
               take in the new Kalibak. Kalibak is still the same height,
               but is significantly wider, and very different in appearance
               from the Kalibak that Superman had met earlier.

               This Kalibak has an even more muscular body, a square jaw, a
               snub nose, black eyes, long white fangs, claws on the ends of
               his fingers and a mane of brown hair.

               Kalibak unclips a small device from his shirt and CRUSHES it
               in his hand as he glares at Superman. Sparks leap from his
               hand. The device dims down then blinks out. Kalibak lets the
               debris fall from his hand.

               Superman looks at the building crowd around him.

                                   SUPERMAN
                         Stand down Kalibak. People are
                         going to be hurt if we keep this
                         up.

                                   KALIBAK
                             (growling)
                         Slaves for my father.

               Kalibak begins to circle Superman, who is now clear headed
               and ready for battle. Kalibak LUNGES forward, throwing a
               looping left hand, Superman DUCKS and counters with a
               POWERFUL LEFT SHOT to Kalibak's ribs, followed by a LIGHTNING
               QUICK RIGHT HAND to the jaw, and another left hand that
               SMASHES into Kalibak's eye, sending him reeling.

               Superman SHOOTS forward, BOTH FIST FIRST and RAMS into
               Kalibak's sternum with the sound of a THUNDERCLAP. The impact
               sends Kalibak FLYING THROUGH STEEL GIRDERS AND BULLDOZERS
               until he reaches...



        89     EXT. METROPOLIS, CONSTRUCTION SITE - CONTINUOUS         89

               A PARTIAL CONSTRUCTED BUILDING. The building COLLAPSES on top
               of Kalibak.

               Superman hovers over the SMOKE FILLED site, scanning with his
               X-RAY VISION, but quickly ducks as something shoots by.
               Superman turns to follow the object with his eyes.

               A CONCRETE BLOCK HURLED BY KALIBAK.

               Superman uses his HEAT VISION TO MELT THE BLOCK IN AIR.
               Superman turns back as another flies towards him. Superman
               SMASHES it with his fist, turning it to DUST. The Man of
               Tomorrow slowly pushes forward, DESTROYING each block with
               his fist.

               Kalibak LEAPS FORWARD immediately after the last block is
               released from his hand. Superman SHATTERS the block with his
               left then goes for a right hand to Kalibak's face but is
               wrapped up in the strong alien's arms and DRIVEN AGAINST THE
               PARTIALLY CONSTRUCTED BUILDING.

               Kalibak LOCKS SUPERMAN SECURELY IN A BEAR HUG and pins him
               against a steel beam that is still standing. Kalibak rears
               back and HEAD-BUTTS Superman viciously in the face. BLOOD
               SHOOTS FROM SUPERMAN'S NOSE, AS KALIBAK'S EYES CROSS SLIGHTLY
               FROM THE IMPACT.

               Using the moment to his advantage, SUPERMAN BRINGS HIS RIGHT
               KNEE UP HARD INTO KALIBAK'S STOMACH, doubling him over and
               breaking the grip. SUPERMAN DRIVES HIS FIST DOWN INTO
               KALIBAK'S KIDNEYS. Superman KICKS KALIBAK IN THE GUT sending
               him SHOOTING towards the concrete block pile.

               Superman QUICKLY FLIES after him and catches Kalibak and
               DRIVES HIM HARD INTO THE BLOCK PILE.

               Superman reaches down to grab his foe, KALIBAK CLAPS BOTH
               HANDS TOGETHER, WITH CONCRETE BLOCKS IN EACH ONE, AND CRUSHES
               SUPERMAN'S HEAD BETWEEN THEM.

               Superman staggers backwards, holding his ears as Kalibak gets
               up and LANDS a devastating right hand on his temple, bringing
               Superman to his knees. Kalibak grabs Superman by the head,
               picks him up, and mercilessly SLAMS him face first into a
               steel I-beam, denting the beam. He goes for a second round
               but Superman counters with a BACK ELBOW to Kalibak's mouth,
               BREAKING ONE OF HIS FANGS.

               Kalibak HOWLS WITH RAGE and meets Superman's RIGHT HAND WITH
               A RIGHT OF HIS OWN. KALIBAK AND SUPERMAN STAND TOE TO TOE,
               LANDING BLOW AFTER BLOW, NEITHER ONE GIVING AN INCH. WITH
               EACH BLOW, THE GROUND SHAKES SLIGHTLY. SUPERMAN LANDS A SOLID
               PUNCH ON KALIBAK AGAIN. KALIBAK COUNTERS WITH HIS CLAWS,
               TEARING FOUR LONG CUTS ON SUPERMAN'S CHEEK.

               Superman steps back, bloodied, and holds his face. Superman
               looks at the blood then back at the smiling Kalibak. Anger
               sweeps over him like a storm and his eyes began to GLOW
               BRIGHT RED.

               KALIBAK THROWS HIS ARMS UP TO BLOCK THE BLAST, BUT IT DOES
               LITTLE GOOD AS THE BEAMS HAMMER HIM, SUPERHEATING THE AIR
               AROUND HIM AND BLOWING HIM AGAINST THE BLADE OF A BULLDOZER.
               KALIBAK SLUMPS TO HIS KNEES, HIS CLOTHING AND HAIR BURNT
               COMPLETELY OFF OF HIS BODY.

               Superman grabs an I-beam.

                                   SUPERMAN
                         Surrender, Kalibak.

                                   KALIBAK
                         Never, Kal-El. It is not my
                         father's way to surrender and nor
                         shall it be mine. I will meet my
                         death head on and revel in the
                         glory of our battle in the
                         afterlife!

               Kalibak lunges at Superman again. Superman SWINGS the I-beam
               hard, and CONNECTS with Kalibak's head. The beam SHATTERS.
               Kalibak SOARS through the air and SMASHES through another
               bulldozer. Kalibak lifts his head up once, then slumps back,
               falling into unconsciousness.

                                   SUPERMAN
                         It's not my way.



        90     EXT. LEXCORP, LEX'S OFFICE - THAT MOMENT                90

               Luthor is standing in front of a window looking over the
               battle zone. O.S. Turpin CLEARS his throat. 

               Luthor turns around to see Turpin with several officers, Lois
               and Jimmy. Turpin lifts up his arms. In one hand Turpin holds
               a WARRANT. A pair of HANDCUFFS drop from the other hand.
               Luthor smiles as Jimmy takes a picture. Lex knows something
               we don't.

                                                                CUT TO:



        91     INT. KENT FARM, LIVING ROOM - DAY                       91

               A bruised Clark sits on the new couch with his arm wrapped
               around Lana. Clark looks up at the hole in the ceiling
               leading to his bedroom.

                                   CLARK
                         We'll have to fix that before I
                         leave.

               Martha walks into the room with some coffee and places it on
               the coffee table.

                                   MARTHA
                         Jonathan was mentioning that this
                         morning. So Lana, is everything
                         packed?

                                   LANA
                         Yes, Mrs. Kent. I'm ready to move
                         as soon as Clark lets me.

                                   MARTHA
                         I can't believe that both of you
                         are going away together. It's about
                         time. Though I really wish you were
                         married before moving in together.

                                   CLARK
                         Mom.

                                   MARTHA
                         I'm not saying anything, Clark.
                         Your father might.

                                   CLARK
                         Where is dad?

                                   MARTHA
                         He's out on the porch.

                                   CLARK
                         I'm going to go and talk to him.

               Clark places his finger on Lana's chin and gingerly turns her
               face towards him as he softly kisses her on the lips.

                                   CLARK (cont'd)
                         I'll be right back.

               Lana gives Clark an extra kiss on the lips.

                                   LANA
                         Okay.

               Clark walks towards the front door.

                                   MARTHA
                         Tell your father the coffee is
                         done.

                                   CLARK (O.S.)
                         I will.



        92     EXT. KENT FARM, FRONT PORCH - MOMENTS LATER             92

               Jonathan stands on the edge of the porch, resting on the
               wooden rail. Jonathan's eyes are closed as he is feeling the
               warm sun on his face and rests in the stillness of the
               countryside. 

               Clark walks out the front door and stands next to his father
               and looks out at the field.

                                   CLARK
                         Coffee's ready.

                                   JONATHAN
                         Thanks, Clark.

               Jonathan and Clark both grow silent. They both have something
               to say. Jonathan speaks up first.

                                   JONATHAN (cont'd)
                         I'm proud of you, Clark. I always
                         knew you would do the right thing
                         and you did. I know it's not easy
                         and that, at times, we may have
                         seemed more like your enemies
                         instead of your parents --

                                   CLARK
                         I know, Dad. There were times in my
                         life when I just wished that you
                         and mom would have stayed out but
                         you keep putting yourself in it,
                         even when I didn't want you to.
                         Back then I believed it was the
                         worst thing you could have done.
                         Now I know why you did what you did
                         and I love you and mom more then
                         ever.

               Jonathan smiles at Clark then looks back at the field.

                                   CLARK (cont'd)
                         Over the last couple of days I've
                         been remembering more of that dream
                         I had.

                                   JONATHAN
                         What have you remembered, son?

                                   CLARK
                         There was a planet and a red sun.

                                   JONATHAN
                             (hesitant)
                         Was there anything else?

                                   CLARK
                         Dad...two people were talking to
                         me. They said they were my parents.

               Jonathan SIGHS deeply.

                                   JONATHAN
                         Son. Your mother and I love you.

                                   CLARK
                         Dad?

                                   JONATHAN
                         Clark listen to me.

                                   CLARK
                         Dad what is --

                                   JONATHAN
                         Clark. Noting will ever change
                         that. You understand?

                                   CLARK
                         Yes, but what are you saying?

                                   JONATHAN
                         Clark, buried in that field is the
                         answer to your questions. Go find
                         your answers, Clark. You have to do
                         it alone.

               With a tear in his eye Jonathan hugs Clark tightly, then
               releases him and goes into the house. Clark walks over to the
               porch steps then looks over at the field, not wanting to go.
               Finally he forces himself to take the first step off of the
               porch. 



        93     EXT. KENT FARM - CONTINUOUS                             93

               Clark walks along a worn down patch in the yard until he
               stops at the exact same spot he first took flight as
               Superman.

               INSERT:

               X-RAY VISION - as Clark looks around the field. Nothing
               unexpected is seen. A faint BEEPING is heard.

               Clark looks down.

               INSERT:

               X-RAY VISION - as we see a SPACE SHIP large enough to carry a
               small child. A computer screen is running SCANS with a read
               out in KRYPTONIAN. 

               Quickly a RADAR screen appears with a RED DOT in the center
               and several objects POPPING UP on the radar screen heading
               towards the center.

               OVERHEAD ANGLE - ON CLARK, as he looks up to the sky.
               Confused and scared. 

               We swiftly PULL BACK leaving Clark on the Earth. We TILT UP
               as we reach the -- 



        94     EXT. EARTH, ASTMOPHERE - CONTINUOUS                     94

               And PUSH THROUGH IT and see STARS and the darkness of space
               coming into view until we reach --



        95     EXT. SPACE - CONTINUOUS                                 95

               As we continue forward we see gigantic RED and GREEN FLASHES
               on the corner of the frame as HUGE SPACESHIPS are coming into
               the Milky Way via a BOOM TUBE. In the center of the screen
               the MOTHER SHIP appears.

               We PUSH FORWARD to the BRIDGE and see a giant being before
               us, DARKSEID. We continue to push in until we reach one of
               his glowing RED EYES.

                                         THE END
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