TEASER

               FADE IN:

               INT. THE TALON - DAY

               CHLOE and LANA walk into the Talon. They set their things 
               down on a table.

                                     CHLOE
                         I'm not complaining, I'm just asking. 
                         You don't think the guard gave me a 
                         weird look?

                                     LANA
                         I didn't see one. Honestly though, I 
                         wouldn't be surprised. They probably 
                         have your picture pinned up in the 
                         security office.

                                     CHLOE
                         I do tend to snoop, don't I? So, are 
                         we going for the double mochas, or 
                         the triple?

                                     LANA
                         I'll take the double. I haven't yet 
                         reached your caffeine tolerance level.

                                     CHLOE
                              (smiles)
                         Amateur. I'll be right back.

               Chloe walks off toward the counter. Lana glances toward one 
               of the other tables and sees LEX sitting with woman, MRS. 
               BAKER. They're having a conversation.

               As Lana watches, Mrs. Baker hands Lex a folder. From this 
               distance, we can't hear what Lex and Mrs. Baker are saying, 
               but Lex smiles and gives her an obvious "thank you."

               He puts the folder into a briefcase as the Mrs. Baker stands 
               up. Lex also stands to see her off, and after a few more 
               words, Mrs. Baker walks out of the Talon.

               ANGLE ON : CHLOE

               As she stands at the counter, waiting for her drinks, Chloe 
               turns and sees Mrs. Baker walk away from Lex's table. She 
               recognizes Mrs. Baker immediately and she wonders why Lex is 
               meeting with her.

               ANGLE ON : LANA

               As she walks to Lex's table. Lex is happy to see her.

-----------------------------------------------------------------------------------------------------
                                                                         2.


                                     LEX
                         Care to join me for a cup of coffee?

                                     LANA
                         I would, but I can't. Chloe and I 
                         are driving back to Metropolis.

                                     LEX
                         That's too bad. I've been in meetings 
                         all day and I could stand to be around 
                         someone who knows how to crack a 
                         smile every now and then.

                                     LANA
                         Sorry.

               Chloe walks to the table, holding some to-go cups.

                                     CHLOE
                         So, apparently Rachel started making 
                         the drinks as soon as she saw us 
                         walk in. Does that make us 
                         predictible?

               Chloe hands Lana one of the drinks. She looks toward Lex and 
               they smile politely despite the fact that neither one is 
               thrilled to see the other.

                                     LEX
                         Hello, Chloe.

                                     CHLOE
                         Lex.

                                     LANA
                         We should be going.
                              (to Lex)
                         Sorry I couldn't stay for a while. 
                         Maybe next time.

               Chloe perks up.

                                     CHLOE
                         Umm... Actually, if you wanted to 
                         hang around, that'd be okay.

                                     LANA
                         I thought we had to get back to the 
                         city.

                                     CHLOE
                         We do, but I think I left my laptop 
                         cord at Clark's house. You could 
                         have a cup of coffee with Lex while 
                         I pick it up.

-----------------------------------------------------------------------------------------------------
                                                                         3.


                                     LANA
                         Oookay. Sure.

               Lana hands Chloe her car keys.

                                     CHLOE
                         I won't be too long. I promise.

                                     LEX
                         Take your time.

               Chloe gives him another fake smile and walks off. Lana turns 
               to Lex.

                                     LANA
                         So, I guess we can talk after all.

               INT. KITCHEN - KENT HOUSE - DAY

               MARTHA is at the counter, making a sandwich when Chloe walks 
               up to the screen door and knocks. Martha turns and sees her.

                                     MARTHA
                         You don't have to knock, Chloe.

               Chloe opens the door and walks in.

                                     CHLOE
                         Feels weird to just walk in. Which 
                         is actually unusual for me.

                                     MARTHA
                         There's not much left for us to hide 
                         from you.

               Chloe smiles.

                                     CHLOE
                         Speaking of secrets...

               Martha looks up at Chloe.

                                     MARTHA
                         What's wrong?

                                     CHLOE
                         Is Clark here?

               Just then CLARK walks down the stairs and toward the kitchen.

                                     CLARK
                         Right here.

                                     CHLOE
                         You'll never guess who I just saw 
                         meeting with Lex at the Talon. 

-----------------------------------------------------------------------------------------------------
                                                                         4.


                                     CLARK
                         Who?

                                     CHLOE
                         Alicia Baker's mother.

               Clark and Martha exchange a look.

                                     CHLOE (CONT'D)
                         Weird, right?

                                     MARTHA
                         Did you hear what they were saying?

                                     CHLOE
                         No. I might have seen her hand him a 
                         file though. It could be nothing. I 
                         just thought you might want to know.

               Clark is silent through all of this. Deep in thought. Chloe 
               waves her hand in front of his face.

                                     CHLOE (CONT'D)
                         Planet Earth to Krypton. Are you 
                         still with us?

                                     CLARK
                         Yeah.

                                     MARTHA
                         There could be a perfectly reasonable 
                         explaination. We shouldn't jump to 
                         any conclusions. 

                                     CHLOE
                         So, you think we should do anything 
                         with this?

               Clark looks at Chloe for a moment with a determined look in 
               his eyes.

                                     CHLOE (CONT'D)
                         You're about to zoom off again, aren't 
                         you?

               INT. LIBRARY - LUTHOR MANSION - DAY

               Lex walks into the library and finds Clark waiting for him 
               near the desk. Lex doesn't miss a beat as he makes his way 
               to the bar and grabs a bottle of water.

                                     LEX
                         At what point do you think an obsessed 
                         old friend officially becomes a 
                         stalker?

               Lex looks at Clark again.

-----------------------------------------------------------------------------------------------------
                                                                         5.


                                     LEX (CONT'D)
                         What'll it be tonight, Clark? Threats? 
                         Accusations? Wait, let me guess.
                              (beat)
                         You've been talking to Chloe, haven't 
                         you?

                                     CLARK
                         Why were you meeting with Alicia's 
                         mother?

                                     LEX
                         Because I enjoy her company.  I am 
                         running a little low on friends these 
                         days.

                                     CLARK
                         I'm not interested in exchanging 
                         banter with you, Lex.

                                     LEX
                         Fine. You want to know why your dead 
                         ex-girlfriend's mother was coming to 
                         see me and I want to know why you 
                         think I should tell you.

                                     CLARK
                         What do you have to hide?

                                     LEX
                         I don't think there's any possible 
                         way for you to deliver that line 
                         without it sounding funny. You 
                         alienate everyone around you with 
                         your secrets, Clark, and then you 
                         expect the rest of us to line up and 
                         hand you our diaries. It doesn't 
                         work that way. Trust has to be earned. 
                         When you finally do earn it, you 
                         have to care for it or else it dies. 
                         That's when your friends start to 
                         leave you.
                              (beat)
                         How many of the old gang do you have 
                         hanging around that loft of yours 
                         these days?

               Clark stares Lex down for a few moments, taking the time to 
               gather himself.

                                     CLARK
                         This isn't over.

               Clark turns and walks toward the door. Lex watches him go 
               for a moment, considering options. He finally gives in.

-----------------------------------------------------------------------------------------------------
                                                                         6.


                                     LEX
                         Clark.

               Clark stops and turns around.

                                     LEX (CONT'D)
                         Did it ever occur to you to say 
                         "please"?

               Clark hesitates. It actually hadn't.

               INT. LUTHORCORP LAB - NIGHT

               The lab is dark when Clark and Lex walk in. Lex turns on the 
               light, revealing a lab full of computers and other very high-
               tech equipment. In the center of the room is an empty test 
               area, which is marked by red tape on the floor. In the center 
               of this area is a wooden chair, and there are four posts in 
               the corners of the area which have small holes running up 
               and down them. Above and below the chair are tubes through 
               which various chemicals could be released into the test area.

               Clark looks around the room, taking special interest in the 
               test area.

                                     CLARK
                         What is all of this?

                                     LEX
                         It's a project I've been trying to 
                         put together for a while now.

               Lex looks around the room marveling at the possibilites that 
               this room holds.

                                     LEX (CONT'D)
                         For years we've been seeing how the 
                         meteor rocks could change people. 
                         Alter them in ways that nobody could 
                         understand. Think of how much those 
                         abilites could help this world, if 
                         only we could find a way to harness 
                         them.

                                     CLARK
                         You're not seriously thinking about 
                         altering people like that? You've 
                         seen how it can change them.

               Lex walks toward the far side of the room, where there is a 
               large corkboard set up with papers pinned onto it. Clark 
               follows, focusing on Lex.

                                     LEX
                         Relax, Clark. I'm not planning to 
                         create an army of super soldiers.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                         7.


                                     LEX (CONT'D)
                         Right now, we're just trying to figure 
                         out the science behind these 
                         abilities. To recreate them in a 
                         laboratory with chemicals and 
                         machines. That's why I was meeting 
                         with Alicia's mother.

               Lex gestures toward the corkboard and Clark looks up at it.

               ANGLE ON : THE CORKBOARD

               The papers on the board are medical files, brain scans, 
               photographs, and other types of information on Alicia.

                                     LEX (CONT'D)
                         It's Alicia's ability that we're 
                         trying to recreate. 

               ANGLE ON : CLARK

               As he takes in the sight of the board. He's not sure he likes 
               the looks of it.

                                                                  FADE OUT:

                                      END OF TEASER

-----------------------------------------------------------------------------------------------------
                                                                         8.


                                         ACT ONE

               FADE IN:

               INT. LUTHORCORP LAB - NIGHT

               Clark is still taking in the images on the board. He turns 
               around and looks at the test area again.

                                     CLARK
                         You're trying to figure out how to 
                         teleport?

                                     LEX
                         Think about the benefits of this 
                         technology. Disaster sites could 
                         have relief almost instantly. People 
                         could be evacuated in the blink of 
                         an eye. Food, water, and medicine 
                         could be delivered to remote parts 
                         of the world that need it.

                                     CLARK
                         Soldiers could teleport right into 
                         the enemy lair. Bombs could be 
                         delivered before anyone could detect 
                         them. Do you know what would happen 
                         if this got into the wrong hands?

                                     LEX
                         Then we'll have to make sure that it 
                         doesn't.

                                     CLARK
                         You can't do this, Lex. It's too 
                         dangerous.

                                     LEX
                         I'm not asking for your permission, 
                         Clark. I'm only showing you this out 
                         of respect for your relationship 
                         with Alicia.

                                     CLARK
                         Then why won't you let her rest in 
                         peace?

                                     LEX
                         Because an opportunity like this 
                         can't be passed up. If we could 
                         understand some of these abilities, 
                         maybe we could help the people who 
                         have been changed by the meteors.

                                     CLARK
                         Or use them in that army you 
                         mentioned.

-----------------------------------------------------------------------------------------------------
                                                                         9.


               Lex smiles.

                                     LEX
                         You really don't think very highly 
                         of me anymore, do you?

                                     CLARK
                         You've changed.

                                     LEX
                         You're right. I'm finding it a lot 
                         harder to look at the world through 
                         those rose colored glasses of yours. 
                         If we don't look into these things, 
                         someone else will. And those people 
                         won't be as nice as we are.

               Clark doesn't have time to respond before the lab door opens 
               and DR. ANDREWS walks in. He is man in his mid-40's who looks 
               like he's been working way too hard. He stops short when he 
               sees Clark and Lex.

                                     DR. ANDREWS
                         Mr. Luthor. I wasn't expecting anyone 
                         to be here.

                                     LEX
                         It's all right, Doctor. We were just 
                         about to leave.

               Dr. Andrews nods and sits down at his computer.

               Clark and Lex walk toward the door. Before they can reach 
               it, Dr. Andrews presses a button which activates the 
               experiment. As it powers up, Clark turns to look at it.

               ANGLE ON : THE TEST AREA

               From the posts in the corners of the test area, GREEN LASERS 
               now form a cage around the chair.

               Clark stops walking and watches what's happening. Lex stops 
               next to him.

                                     LEX (CONT'D)
                         If I didn't know better, I'd say you 
                         were interested in what happens next.

               Clark takes a few steps closer to the test area. He starts 
               to feel a little dizzy as he gets closer, but he ignores it 
               and keeps watching.

               ANGLE ON : THE TEST AREA

               The GREEN LASERS BECOME BRIGHTER as the power is increased. 
               From the tubes above and below, DIFFERENT COLORED SMOKES 
               begin to surround the chair.

-----------------------------------------------------------------------------------------------------
                                                                        10.


               Lex walks to where Dr. Andrews is sitting and looks at the 
               computer screen.

                                     LEX (CONT'D)
                         This is new.

                                     DR. ANDREWS
                         I've been looking over those test 
                         results that you sent over. I think 
                         I might have a better handle on the 
                         reaction that we're looking for.

               Dr. Andrews increases the power to the lasers again. As the 
               LASERS GROW BRIGHTER, Clark begins to feel more and more 
               ill. He looks away from the lasers for a moment.

                                     LEX
                              (to Clark)
                         Are you all right?

                                     CLARK
                         I'm fine. It's just bright.

               Dr. Andrews is puzzled. He is typing like crazy on his 
               computer.

                                     DR. ANDREWS
                         C'mon.
                              (beat)
                         This should work. Why isn't this 
                         working?

               Dr. Andrews increases the power again.

                                     LEX
                         You're going to blow out the machine, 
                         Doctor.

                                     DR. ANDREWS
                         I know what I'm doing. I just need 
                         to trigger the chemicals.
                              (beat)
                         Maybe if I narrow the cage.

               He types into the computer again, and the POSTS MOVE CLOSER 
               to each other, making the cage of lasers much smaller. Dr. 
               Andrews looks up to see if anything happens when he does 
               this, but nothing does. He turns back to his computer and 
               increases the laser power once again.

                                     LEX
                         Doctor--

                                     DR. ANDREWS
                         I know what I'm doing.

               The lasers BEGIN TO WHINE LOUDLY.

-----------------------------------------------------------------------------------------------------
                                                                        11.


                                     LEX
                         What is that? What's happening?

                                     DR. ANDREWS
                         A reaction... Of some sort.

               Clark is about to fall over at this point, but nobody notices.

               Suddenly, the GREEN LASERS TURN BLACK.

               Clark's eyes widen when he sees this.

                                     DR. ANDREWS (CONT'D)
                         What the...?

                                     LEX
                         Shut it down.

                                     DR. ANDREWS
                         Something's happening.

                                     LEX
                         Shut it down! Now!

               Dr. Andrews doesn't move.

               ANGLE ON : THE TEST AREA

               A BALL OF BLACK ENERGY begins to form in the center of the 
               laser cage.

               Clark straightens, feeling a little better now. His eyes are 
               on the ball of energy.

               The BALL OF ENERGY BEGINS TO FLASH, growing increasingly 
               unstable.

                                     CLARK
                         Lex...

               Lex hits a button on the keyboard, SHUTTING OFF THE LASER 
               CAGE. The ball of energy remains.

                                     LEX
                         That should have worked.
                              (to Dr. Andrews)
                         Why didn't it shut down?

                                     DR. ANDREWS
                         I... I don't know.

               The lights in the room go out. The only light now comes from 
               the energy ball. 

               THE ENERGY BALL GROWS MORE UNSTABLE. It's about to blow.

-----------------------------------------------------------------------------------------------------
                                                                        12.


                                     CLARK
                         Lex, get down.

               Lex grabs Dr. Andrews and pulls him down under the desk just 
               as the ENERGY BALL EXPLODES.

               Clark attempts to dive behind another desk, but the EXPLOSION 
               CATCHES HIM MID-AIR.

               CLARK VANISHES.

               The room goes dark for a few seconds, until the lights come 
               back on. Lex and Dr. Andrews gather themselves and get to 
               their feet.

                                     LEX
                         Are you okay?

                                     DR. ANDREWS
                         I'm fine.

               Lex turns to see Clark.

                                     LEX
                         Clark, how 'bout you?

               Lex doesn't see Clark. He is very concerned by this.

                                     LEX (CONT'D)
                         Clark?

               Lex looks around the room, finding nothing. Finally, there 
               is a MOAN from the back of the room, near the corkboard. Lex 
               rushes back there, and finds something odd on the floor. He 
               looks down in shock.

                                     LEX (CONT'D)
                         Oh my God. 

               ANGLE ON : THE FLOOR

               Laying on the floor is Clark... or rather, a version of Clark 
               that will be called Clark-B from this point on.

               Clark-B wears hospital style pajamas and no shoes. His hair 
               is a mess. His skin is pale. His left eye is swollen shut. 
               His bottom lip is also swollen.

               He is weak and barely conscious, shivering on the ground.

                                     LEX (CONT'D)
                         Clark?

               INT. HOLDING CELL - ALT. LUTHORCORP LAB COMPLEX - NIGHT

               The holding cell is a plain white room with a cot on one 
               wall. There are no windows.

-----------------------------------------------------------------------------------------------------
                                                                        13.


               The only light comes from one flickering fluorescent overhead 
               light.

               Clark is on the floor of the holding cell. He is in his normal 
               clothes and has no cuts or bruises on him.  He looks perfectly 
               normal, despite the fact that he is unconscious.

               In the distance, a FEMALE VOICE can be heard humming some 
               random, disconnected tune.

               Clark begins to stir. After a moment, his eyes open and he 
               quickly sits up. He looks around the room, wondering where 
               he is.

               Slowly, he stands up. His head is throbbing and he is dizzy, 
               so he has to struggle for a moment to stay up. When he finally 
               finds his footing, he takes a step toward the door and reaches 
               for it. As his hand gets close to the door, HIS VEINS TURN 
               BLACK and he is struck by the pain that comes from kryptonite 
               exposure. He quickly pulls back, getting a little bit more 
               nervous about his situation now.

               As he stands back, he focuses on the door and attempts to 
               use his x-ray vision on it, but it doesn't work. He can't 
               see through the door.

               He turns toward a wall and attempts to see through that, but 
               once again finds it impossible.

               The reality of his situation begins to sink in. He is trapped 
               in this place and they know his weaknesses.

               Clark reaches into his pocket and pulls out his cell phone.

               ANGLE ON : CLARK'S CELL PHONE

               He scrolls through his phone book until his finds a listing 
               for "Home".  He presses the "send" button and puts the phone 
               to his ear.

               Through the cell phone, we can hear RINGING. Finally, a MALE 
               VOICE answers.

                                     MALE VOICE (V.O.)
                         Hello?

               Clark is confused by this. Something isn't right.

                                     CLARK
                         Who is this? Where's my mother?

                                     MALE VOICE (V.O.)
                         I think you have the wrong number.

               The person on the other end of the line hangs up. Clark 
               presses the "end" button and scrolls through his phone numbers 
               again until he finds a listing for Chloe and dials her number.

-----------------------------------------------------------------------------------------------------
                                                                        14.


               The PHONE RINGS. Finally, Chloe's voice can be heard on the 
               other end. She sounds like she just woke up from a nap.

                                     CHLOE (V.O.)
                         Hello?

                                     CLARK
                         Chloe?

                                     CHLOE (V.O.)
                         Who is this?

                                     CLARK
                         Chloe, it's me. I need you're--

               Before he can finish his sentence, the LINE GOES FUZZY and 
               HIS PHONE BEEPS.

               He looks down at his phone.

               ANGLE ON : CLARK'S CELL PHONE

               He screen on the phone reads "No Signal".

               Clark is getting upset now. He sits down on the cot, trying 
               to gather his thoughts and catch his breath.

               After a few seconds, there's a noise. Someone is unlocking 
               the door.

               Clark sticks his cell phone back into his pocket just as the 
               door opens and a GUARD enters the room holding a cattle prod. 
               When the guard sees Clark, he pauses.

               By now, Clark is already back on his feet.

                                     GUARD
                         Well, look at you. 

                                     CLARK
                         Who are you?

               The guard laughs with just a hint of nervousness.

                                     GUARD
                         Funny. Is this some sort of alien 
                         humor?

               Clark takes those words like a punch in the gut.

                                     CLARK
                         What did you say?

                                     GUARD
                         Get out here. Mr. Luthor wants to 
                         see you.

-----------------------------------------------------------------------------------------------------
                                                                        15.


                                     CLARK
                         I'm not going anywhere.

               The guard laughs again.

                                     GUARD
                         You don't have a choice.

               The guard pokes Clark with the cattle prod, which SPARKS 
               WITH GREEN ENERGY. Clark goes down, screaming in pain.

               The guard grabs Clark's jacket and drags him out of the cell.

               INT. HALLWAY - ALT. LUTHORCORP LAB COMPLEX - CONTINUOUS

               The hallway is lined with doors that lead to other holding 
               cells. A couple of the doors are open, but most of them are 
               closed and locked.

               The guard drops Clark on the floor.

                                     GUARD
                         I really don't want to have to drag 
                         you the entire way. Get up.

               Clark isn't happy to oblige, but he does get to his feet 
               with a slight struggle, still feeling weakened from the shock.

                                     GUARD (CONT'D)
                         Good. Now we're going to walk down 
                         this hall and pay Mr. Luthor a visit. 
                         I don't want any trouble.

               Clark turns toward the guard.

                                     GUARD (CONT'D)
                         Wrong way.

                                     CLARK
                         I told you before. I'm not going 
                         anywhere.

               The guard raises the prod to shock Clark again, but Clark 
               quickly grabs onto the prod and twists it out of the guard's 
               hand.

               Clark winces with pain as he holds onto the prod. He quickly 
               tosses it into the holding cell. As soon as it's gone, his 
               pain is gone.

               The guard doesn't look quite as tough now. Clark grabs him 
               and pins him against the wall.

                                     CLARK (CONT'D)
                         I want answers.  I want to know how 
                         you know my weaknesses. What am I 
                         doing here?

-----------------------------------------------------------------------------------------------------
                                                                        16.


                                     GUARD
                         You want answers, you're gonna have 
                         to ask the boss. I'm more scared of 
                         him than I am of you.

               Clark's annoyed. He tosses the guard into the holding cell 
               and pulls the door shut. Once he lets go of the door latch, 
               he rubs his aching hand.

               He looks around the hallway to see if anyone else is coming, 
               but there is nobody. He then SUPERSPEEDS out of there.

               INT. KITCHEN/LIVING ROOM - ALT. KENT HOUSE - NIGHT

               Clark rushes through the back door of the house, into the 
               dark kitchen.

                                     CLARK
                         Mom?!

               He walks through the kitchen, into the living room. As he 
               looks around the room, he notices many things that do not 
               belong there. 

               Behind him, on the staircase, the dark figure of a MAN 
               carrying a shotgun makes his way down the stairs. Clark hears 
               him and turns around.

                                     MAN
                         Who are you and why are you in my 
                         house?

                                     CLARK
                         Your house?

               The man has reaches the bottom of the stairs. He takes a few 
               steps toward Clark, still aiming his shotgun.

               Clark SUPERSPEEDS toward the man, grabbing the shotgun and 
               pinning the man against the wall near the stairs.

               In the dim light that makes it's way down the stairs, we can 
               see the face of the man that Clark is pinning against the 
               wall. It is the face of Lex Luthor (or rather, an alternate 
               version of him, LEX-B). Lex-B is dressed in simple pajama 
               bottoms and a t-shirt.

               Clark looks a little more upset than Lex-B. Lex-B just looks 
               shocked to see Clark.

                                     LEX-B
                         Clark.

                                                                  FADE OUT:

                                      END OF ACT ONE

-----------------------------------------------------------------------------------------------------
                                                                        17.


                                         ACT TWO

               FADE IN:

               INT. GUEST ROOM - LUTHOR MANSION - NIGHT

               Clark-B is laying in the bed, sleeping. Lex is sitting in a 
               chair nearby, deep in thought.

               The door opens and Lana rushes into the room.

                                     LANA
                         Lex? What's--

               She sees Clark-B in the bed. When she sees his face, her jaw 
               drops.

                                     LANA (CONT'D)
                         Oh, God.

               She goes to Clark-B and gets a closer look. Lex stands up 
               and walks to her.

                                     LEX
                         This isn't what it looks like.

                                     LANA
                         What happened?

                                     LEX
                         We were in one of the LuthorCorp 
                         labs. There was an accident. An 
                         explosion. I managed to get behind a 
                         desk, but Clark wasn't so lucky. 

                                     LANA
                         Why isn't he in a hospital?

                                     LEX
                         I have a doctor coming, but it'll 
                         take a couple of hours for him to 
                         get here from Central City.

                                     LANA
                         A doctor hasn't already seen him? 
                         Lex, he needs help.

                                     LEX
                         If I bring him to any common hospital, 
                         they're going to want answers.

                                     LANA
                         Clark could die. Look at him.
                              (beat)
                         Did you at least call his mother?

-----------------------------------------------------------------------------------------------------
                                                                        18.


               Lex doesn't respond. Lana wants to yell at the insanity of 
               this, but she gathers herself before speaking again.

                                     LANA (CONT'D)
                         Lex, this is her son. He could die. 
                         At the very least, you should call 
                         Mrs. Kent.

                                     LEX
                              (extended beat)
                         I can't.

                                     LANA
                         This is crazy. This can't be 
                         happening.

                                     LEX
                         I wish I could explain to you, but I 
                         need to figure out what happened 
                         before I can do that. Can you stay 
                         here with him while I make a few 
                         calls?

               Lana hesitates, but eventually nods.

                                     LEX (CONT'D)
                         Thank you.

               Lex holds Lana's face with both hands so that they're looking 
               each other in the eyes.

                                     LEX (CONT'D)
                         This will be okay. I promise you.

               Lana only nods again. Lex walks out of the room.

               Once Lex is gone, Lana looks down at Clark-B again. After a 
               few moments of internal debate, she digs into her purse and 
               pulls out her cell phone. 

               INT. KITCHEN - ALT. KENT HOUSE - NIGHT

               Clark and Lex-B are sitting at the table with untouched cups 
               of coffee in front of them.

                                     CLARK
                         It doesn't make sense. This world... 
                         How could things have gotten so out 
                         of control here?

                                     LEX-B
                         I take it your world's different 
                         then.

                                     CLARK
                         On my world, you married Helen.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        19.


                                     CLARK (CONT'D)
                         She ended up trying to kill you and 
                         you were stranded on an island for 
                         months.  The blood sample that she 
                         had from me ended up in Lionel's 
                         hands, but he never knew it was mine.  
                         He never came after me. You never 
                         lost all your money. I never even 
                         told you my secret.

                                     LEX-B
                         It's hard to imagine.

                                     CLARK
                         You're a different person today. The 
                         Lex from my world has changed. He's 
                         turned into someone that I don't 
                         even recognize.

                                     LEX-B
                         I was at a crossroads when you met 
                         me. It's not hard to imagine what I 
                         could have become.

                                     CLARK
                         Then I should have told him. I could 
                         have saved him from himself. I should 
                         have trusted--

                                     LEX-B
                         Clark, we could go in circles about 
                         this all night. The fact is that you 
                         were dealt a different hand on your 
                         world and you played it the best you 
                         could. You can't dwell on it now.

                                     CLARK
                         So, my mother is in Metropolis?

                                     LEX-B
                         Living with your grandfather the 
                         last time I checked. She hasn't really 
                         kept in touch. She was broken when 
                         your father and Pete died.

               Clark is still finding it hard to accept all of this. The 
               feeling of guilt over things that he wasn't even on this 
               world to prevent.

                                     CLARK
                         How did he find out about me? I 
                         wouldn't have told him.

               Lex-B looks down at his coffee. The next part won't be any 
               more fun than what came before it.

-----------------------------------------------------------------------------------------------------
                                                                        20.


                                     LEX-B
                         After I called off the wedding with 
                         Helen, there was an explosion on 
                         your farm.

                                     CLARK
                         Right. It happened on my world too. 
                         My mother lost the baby.

                                     LEX-B
                         On this world, you took off. Ran to 
                         Metropolis to escape your pain.  
                         Helen gave my father the blood sample, 
                         but didn't tell him where it came 
                         from. Meanwhile, Chloe was working 
                         for Lionel. He wanted her to dig up 
                         as much information on you as she 
                         could.

               Lex-B walks to the sink and dumps his cup of coffee before 
               pouring another. 

                                     LEX-B (CONT'D)
                         After he got the blood sample, that's 
                         where he focused his attention. He 
                         was going crazy, wanting to know 
                         where he could get more of it. Chloe 
                         somehow figured out that it was your 
                         blood. She must have gone snooping 
                         through Helen's files or something, 
                         I don't know for sure... She was the 
                         one who told my father that it was 
                         your blood. She's why you had to 
                         tell me your secret in the first 
                         place.

                                     CLARK
                         Chloe? No, I don't believe it. Chloe's 
                         my friend. She knows about me. I 
                         trust her.

                                     LEX-B
                         Maybe you can trust her on your world, 
                         but I wouldn't trust her on mine. 
                         I've seen a lot of cold hearts in my 
                         time, and she ranks pretty high among 
                         them. A private office at the Daily 
                         Planet, and all it took was the 
                         sacrifice of everyone she claimed to 
                         love.

                                     CLARK
                         If that's true, then I let her down 
                         as much as she did me.

-----------------------------------------------------------------------------------------------------
                                                                        21.


                                     LEX-B
                         Not everyone can be saved, Clark. 
                         Not everyone wants to be. 

               Clark thinks the situation over for a few moments and then 
               focuses his thoughts on more pressing matters.

                                     CLARK
                         I need to find Alicia Baker.  On my 
                         world, you were working on recreating 
                         her abilities. Maybe she can help me 
                         get home.

                                     LEX-B
                         I've never heard of her.

                                     CLARK
                         I need to use your computer.

                                     LEX-B
                         I don't have one. There's no internet 
                         access out here anymore.

                                     CLARK
                         Then how 'bout a phone book?

                                     LEX-B
                         I don't think that'll help. It's 
                         impossible to look anyone up around 
                         here.  The town was swarming with 
                         meteor freaks. Most of the people 
                         left.

                                     CLARK
                         I need to find her.

                                     LEX-B
                         We can check out where she used to 
                         live, but the odds are she's long 
                         gone.

                                     CLARK
                         Why?

                                     LEX-B
                         Meteor freaks had a going away party 
                         before most of them scattered. Your 
                         friend Alicia probably took off with 
                         her parents if she wasn't the type 
                         to go crazy.

               Clark takes a deep breath.

                                     CLARK
                         Any idea how to track down someone 
                         after they scatter?

-----------------------------------------------------------------------------------------------------
                                                                        22.


                                     LEX-B
                         There was a time I could have helped 
                         you. Now, all I can do is offer you 
                         the spare room if you want it. 

               Clark doesn't respond. He is trying to figure out his next 
               move.

               INT. GUEST ROOM - LUTHOR MANSION - NIGHT

               Lex walks into the room and stops short when he sees Martha 
               helping Clark-B to sit up.

               Lana walks to Lex.

                                     LANA
                         I had to call her. She deserved to 
                         know.

                                     LEX
                         I understand.

               Lex walks toward Martha.

                                     LEX (CONT'D)
                         Mrs. Kent, I already have a doctor 
                         on the way. He should be here soon.

                                     MARTHA
                         I can handle it, Lex.

                                     LEX
                         No offense, but you don't have the 
                         resources that I have.

               Martha takes a deep breath and turns to Lex.

                                     MARTHA
                         I have tried for years to give you 
                         the benefit of the doubt. I fought 
                         for you when Jonathan had his doubts. 
                         I have tried so hard to believe that 
                         you could be a good man, but you 
                         have gone too far this time.

               Lex is actually a little hurt by these words.

                                     LEX
                         It was an accident.

                                     MARTHA
                         I could forgive the accidient. The 
                         thing I can't get past is how you 
                         handled it.

               Martha turns back to Clark-B and puts his arm around her 
               neck.

-----------------------------------------------------------------------------------------------------
                                                                        23.


               She stands him up and they start to walk toward the door.

                                     LEX
                         At least let me send someone to help.

                                     MARTHA
                         I'll take care of my son. Why don't 
                         you go check on that lab of yours?

               Lex has no reply.

               EXT. LUTHOR MANSION - NIGHT

               Martha is walking Clark-B to her truck. Lana rushes after 
               her.

                                     LANA
                         Mrs. Kent...

               Lana finally catches up as Martha gets to the truck.

                                     LANA (CONT'D)
                         I agree that Lex handled this the 
                         wrong way. He was scared.

                                     MARTHA
                         Jonathan's father used to say that 
                         you could only tell a man's true 
                         nature in times of crisis.

               Martha turns to look Lana in the eyes. She really does care 
               about Lana.

                                     MARTHA (CONT'D)
                         Be careful.

                                     LANA
                         I want to help with Clark. What can 
                         I do?

                                     MARTHA
                         It's late. You should get some rest. 
                         Stop by in the morning.

               Lana nods. Martha turns her attention back to getting Clark-
               B into the truck.

               INT. KITCHEN/LIVING ROOM - KENT HOUSE - NIGHT

               Martha is in the kitchen, filling a kettle with water when 
               Chloe walks up to the back door and knocks before opening it 
               when she sees Martha inside.

                                     CHLOE
                         I came as fast as I could. What 
                         happened?

-----------------------------------------------------------------------------------------------------
                                                                        24.


               Martha puts the kettle down and walks toward the living room. 
               Chloe follows.

                                     MARTHA
                         After Clark went to find Lex, there 
                         was an accident.

                                     CHLOE
                         What?

                                     MARTHA
                         I don't know much more about it.

               Chloe sees Clark-B on the couch, asleep. She gasps.

                                     CHLOE
                         Clark?

               She goes to him for a closer look.

                                     CHLOE (CONT'D)
                         Did Lex do this?

                                     MARTHA
                         I don't think so. Not on purpose. 
                         Look at his arms. There are scars 
                         that look like they're years old.

                                     CHLOE
                         Scars? On Clark?

                                     MARTHA
                         That's not all.

               Martha goes to Clark-B and pulls up his sleeve.

                                     MARTHA (CONT'D)
                         Look at this.

               ANGLE ON : CLARK-B'S ARM

               The arm is marked with scars, but they are not what Martha 
               is talking about. There are also track marks on his arms, 
               from many years of injections.

               Chloe is stunned by this.

                                     CHLOE
                         Whoa. What could do all of this?

                                     MARTHA
                         The injections... The only thing 
                         that could do that is kryptonite.

                                     CHLOE
                         But who would even know about Clark 
                         and kryptonite?

-----------------------------------------------------------------------------------------------------
                                                                        25.


                                     MARTHA
                         I don't know.
                              (beat)
                         I'm not sure this is Clark. At least, 
                         not our Clark. The scars, the 
                         injections...

                                     CHLOE
                         I agree, they're too old.  So, are 
                         we thinking the same thing here? 
                         Full-on Star Trek situation?

                                     MARTHA
                         What do you mean?

                                     CHLOE
                         A clone of some sort. Maybe an 
                         alternate version of Clark from 
                         another dimension. I know it sounds 
                         all "scifi", but we are dealing with 
                         a super-powered orphan from another 
                         planet here.

                                     MARTHA
                         Lana told me that it happened in a 
                         lab explosion.

                                     CHLOE
                         Then I'd say we need to find the 
                         lab.

               INT. KITCHEN - ALT. KENT HOUSE - NIGHT

               Clark is pacing back and forth next to the table while Lex-B 
               talks into the phone.

                                     LEX-B
                         Thanks.

               Lex-B hangs up the phone.

                                     LEX-B (CONT'D)
                         The police haven't seen the Bakers 
                         for two years. They left town. No 
                         new address was listed.

                                     CLARK
                         Then I need to find someone who still 
                         has connections.

                                     LEX-B
                         I know what you're thinking, but it 
                         won't work. Chloe isn't the person 
                         you know.

                                     CLARK
                         I have to try.

-----------------------------------------------------------------------------------------------------
                                                                        26.


                                     LEX-B
                         You'll be walking into the office of 
                         someone who belongs to Lionel. Do 
                         you realize how dangerous that is?

                                     CLARK
                         I don't have a choice.

                                     LEX-B
                         They know your weakness. You only 
                         saw a glimpse of that when you were 
                         in the place. Imagine what years of 
                         exposure could do.

                                     CLARK
                         What do you want me to do? Hide here 
                         forever?

                                     LEX-B
                         The world could use a Clark Kent 
                         these days.

                                     CLARK
                         I have a world of my own to get back 
                         to. I'm sorry.

               Clark walks toward the back door.

                                     CLARK (CONT'D)
                         I'll be back.

                                     LEX-B
                         Be careful.

               Clark walks out the back door. 

               EXT. ALT. METROPOLIS STREET - NIGHT

               Despite the late hour, cars are still driving up and down 
               the street.

               A YOUNG MOTHER pushes a stroller up the sidewalk, stopping 
               at a newsstand.  As she goes about buying a pack of gum, we 
               PAN DOWN to see three different newspapers on the stand. The 
               headlines for the first two read:

               "LUTHORCORP TO CLOSE SMALL TOWN PLANT. HUNDREDS OUT OF WORK"

               and

               "INVESTIGATION INTO DEFUNCT LUTHORCORP PLANT REVEALS COUNTLESS 
               SAFETY VIOLATIONS"

               The third paper is the Daily Planet. It's headline reads:

               "LUTHORCORP DISCOVERS CURE FOR FATAL LIVER DISEASE."

-----------------------------------------------------------------------------------------------------
                                                                        27.


               The by-line on the Daily Planet story reads "Chloe Sullivan".

               INT. CHLOE-B'S OFFICE - ALT. DAILY PLANET - NIGHT

               CHLOE-B walks into her dark office and nearly trips over her 
               own feet as she walks to the desk. When she turns on the 
               desk lamp, we can see Clark standing in the corner of the 
               room behind her.

               We can also see that this version of Chloe has dark brown 
               hair, and wears more makeup than the Chloe that we know.

                                     CLARK
                         You're hair's different.

               Chloe-B straightens up, surprised at first but then grinning. 
               When she speaks, she sounds drunk.

                                     CHLOE-B
                         Seemed like the thing to do after 
                         getting everyone I know kidnapped or 
                         killed.

               She turns around and looks at Clark.

                                     CHLOE-B (CONT'D)
                         Do you like it?

                                     CLARK
                         You're drunk.

                                     CHLOE-B
                         Oh please. You have one little bottle 
                         of vodka and suddenly people are 
                         calling you drunk.

               Chloe-B walks closer to Clark, looking him over.

                                     CHLOE-B (CONT'D)
                         You look better than I imagined you 
                         would. Lionel must have you on a 
                         good exercise program.

                                     CLARK
                         Enough jokes. I want answers.

               Chloe-B laughs.

                                     CHLOE-B
                         Still asking favors.
                              (mockingly)
                         What can I do for you, Clark?

                                     CLARK
                         Tell me why.

-----------------------------------------------------------------------------------------------------
                                                                        28.


                                     CHLOE-B
                         What?

                                     CLARK
                         Tell me why you did what you did.

                                     CHLOE-B
                         Fame and fortune. A corner office at 
                         the Daily Planet. A killer sports 
                         car.

                                     CLARK
                         This isn't a corner office.

                                     CHLOE-B
                         It's being painted.
                              (beat)
                         I'm not surprised that you want 
                         answers. I actually expected the 
                         questions to come a lot sooner. A 
                         few years sooner. But no. That great 
                         Kent sense of loyalty and forgivness 
                         doesn't quite reach me, does it? 
                         Your parents... Pete... They all 
                         kicked me to the curb as fast as 
                         they could. You trusted Lex Luthor 
                         before me, and that's saying 
                         something. Now you want answers? 
                         Sorry. They expired about three years 
                         ago. I threw them out.

               Chloe-B turns back to the desk.

                                     CHLOE-B (CONT'D)
                         I have work to do. You know the way 
                         out.

                                     CLARK
                         I'm not leaving.

                                     CHLOE-B
                         Gonna stalk me now?

                                     CLARK
                         If I have to.
                              (beat)
                         Look, the others might have been mad 
                         at you, but I'm willing to listen.  
                         I might not recognize you today, but 
                         I know the person you were back then. 
                         I know that you really did care.

                                     CHLOE-B
                         Wait... I think a tear is forming in 
                         my eye. You've revealed my hidden 
                         emotions.

-----------------------------------------------------------------------------------------------------
                                                                        29.


                                     CLARK
                         Enough!

               Clark grabs Chloe-B's shoulder and spins her around to make 
               sure that she's looking at him. She tries to look away.

                                     CLARK (CONT'D)
                         Look at me!

               Chloe-B looks Clark in the eyes, trying to be tough.

                                     CLARK (CONT'D)
                         I know you cared, and I think you 
                         still do.

                                     CHLOE-B
                         Caring is for the naive.

                                     CLARK
                         Tell me.

               Chloe-B looks Clark in the eyes, still cool as a cucumber. 

                                     CHLOE-B
                         Tell you what? A sob story about 
                         Lionel Luthor threatening to fire my 
                         father in order to keep me working 
                         for him? Ooh, how 'bout the part 
                         where he finds out that I know where 
                         the blood came from and he puts a 
                         gun to my father's head? Is that 
                         what you want to hear? And then I 
                         could tear up and tell you how much 
                         I hate being Lionel's own personal 
                         spin machine right before I break 
                         down completely and tell you that 
                         all I have wanted to do for the past 
                         three years is say I'm sorry, Clark. 
                         Sorry for telling Lionel about you. 
                         Sorry for what happened after.

               Chloe-B starts to tear up, but still holds onto her coldness.

                                     CHLOE-B (CONT'D)
                         I could tell you that I sat on that 
                         information about your blood for 
                         months before Lionel put that gun to 
                         my father's head because I was worried 
                         about what would happen to you. I 
                         could tell you that I tried.  I tried 
                         to be a good friend to you, but in 
                         the end I was the worst thing that 
                         ever happened to you, and I'm sorry 
                         for that.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        30.


                                     CHLOE-B (CONT'D)
                         I could tell you that I have been 
                         living in Hell for the past three 
                         years because of what happened, and 
                         it's still not enough to make up for 
                         what I did.
                              (beat)
                         Isn't that what you wanted me to 
                         say?

               Clark doesn't respond.

                                     CHLOE-B (CONT'D)
                         Well, I'm not gonna say it.
                              (beat)
                         Get out.

                                     CLARK
                         You don't get off the hook that 
                         easily.

                                     CHLOE-B
                         I know about the meteor rocks. I 
                         know what they do to you.

                                     CLARK
                         Is that a threat?

                                     CHLOE-B
                         No. Me telling you that I have one 
                         of the rocks in my desk drawer is a 
                         threat.

                                     CLARK
                         When Lex told me about you, I didn't 
                         believe him.  I told him that the 
                         Chloe I know would never intentionally 
                         hurt her friends.

                                     CHLOE-B
                         If you hold on a sec, I'll hit the 
                         CD player and you can give this speech 
                         with the violin music that it 
                         deserves.

                                     CLARK
                         I'm not your Clark. I'm only here 
                         because of a lab accident.

                                     CHLOE-B
                         Is this a metaphor?

                                     CLARK
                         Where I come from you know my secret.  
                         You're the person I go to when I 
                         need someone to listen.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        31.


                                     CLARK (CONT'D)
                         You're my best friend, and I know 
                         that the Chloe I love would die before 
                         hurting me on purpose. The only 
                         difference between you and that other 
                         Chloe is three years. I don't believe 
                         you're as cold as you pretend to be. 
                         She got away from Lionel and you can 
                         too.
                              (beat)
                         I'm looking for Alicia Baker. She 
                         used to go to school with us. If you 
                         change your mind, I'll be on the 
                         farm.

               Clark turns and walks out of the room. Chloe-B is left to 
               consider what he said. 

                                                                  FADE OUT:

                                      END OF ACT TWO

-----------------------------------------------------------------------------------------------------
                                                                        32.


                                        ACT THREE

               FADE IN:

               INT. KITCHEN - KENT HOUSE - MORNING

               Chloe is sitting at the table with her laptop in front of 
               her. Martha walks into the room.

                                     MARTHA
                         Have you found anything?

                                     CHLOE
                         No calls to the fire department about 
                         any lab accidents. Not that I'd expect 
                         there to be.

                                     MARTHA
                         So how do we find the lab?

                                     CHLOE
                         The sun's up. I'll make a call and 
                         see if my source can get me 
                         information on any secret LuthorCorp 
                         labs.

               A GROAN comes from the other room. Martha turns.

                                     MARTHA
                         I think he's waking up. Let me know 
                         what you find.

               Chloe nods as Martha walks out of the room. Once Martha is 
               gone, Chloe pulls out her cell phone and hits a speed-dial 
               number. She puts the phone to her ear.

                                     CHLOE
                              (beat)
                         Hey, it's me.
                              (beat)
                         He's just waking up. We have it 
                         covered.
                              (beat)
                         Actually, there is something. I need 
                         you to talk to Lex.

               INT. LIVING ROOM - KENT HOUSE - MORNING

               Clark-B is starting to wake up. He's moving around more and 
               looking around the room. When Martha sits next to him, his 
               eyes lock on her.

               He's still very groggy. When he speaks, it's as though his 
               brain is having trouble connecting his thoughts with the 
               words. 

-----------------------------------------------------------------------------------------------------
                                                                        33.


                                     CLARK-B
                         M--Mom?

                                     MARTHA
                         That's right, sweetie. I'm here.

                                     CLARK-B
                         Me... Umm... Am home?

                                     MARTHA
                         You're home. Everything is okay now.

               Chloe walks into the room.

                                     CHLOE
                         My source is trying to get information 
                         as we speak.
                              (beat)
                         My source is Lana. She's gonna call 
                         when she gets something.

               Chloe sits near Clark-B and smiles at him.

                                     CHLOE (CONT'D)
                         How are you?

               Clark pulls back and looks at Martha with fear in his eyes.

                                     MARTHA
                         Clark?

                                     CLARK-B
                         Chloe...

                                     MARTHA
                         What about Chloe?

                                     CLARK-B
                         Am bad. Chloe am bad.

                                     CHLOE
                         What? No. Clark, I'm your friend.

               Clark-B just keeps that fearful look in his eyes and doesn't 
               respond.

                                     MARTHA
                         Chloe, maybe you should wait in the 
                         kitchen.

               Chloe nods and walks out of the room, troubled by Clark-B's 
               words.

                                     CLARK-B
                         Chloe am not friend.  

-----------------------------------------------------------------------------------------------------
                                                                        34.


               INT. LIBRARY - LUTHOR MANSION - MORNING

               Lex is sitting in front of the fireplace with a book in his 
               lap, but his mind is focused on something else entirely.

               Lana walks into the library. At first, Lex doesn't even 
               notice.

                                     LANA
                         Are we up late, or up early?

               Lex looks up at her, just now realizing that she's there.

                                     LEX
                         Hmm?

                                     LANA
                         Nevermind. I can tell by the look on 
                         your face that you didn't sleep last 
                         night. Thinking about Clark?

                                     LEX
                         I keep trying to figure out what 
                         went wrong and how I can fix it.

                                     LANA
                         Don't you have scientists for that 
                         type of work?

                                     LEX
                         They're supposed to call when they 
                         figure it out.

               Lana doesn't speak for a moment. She finally takes one of 
               the other seats, her thoughts changing directions.

                                     LANA
                         It's weird. Clark and I haven't 
                         exactly been close lately, but seeing 
                         him like that... I don't know. I've 
                         seen him hurt before, but he's still 
                         always seemed so indestructible. I'm 
                         not used to seeing him look helpless.

                                     LEX
                         If it helps any, I'm not sure that 
                         the man we saw in that bed was Clark. 
                         Or, at least the Clark we know.

               Lana has no idea what he's saying.

                                     LEX (CONT'D)
                         The clothes he was wearing weren't 
                         the clothes that he had on before 
                         the explosion.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        35.


                                     LEX (CONT'D)
                         Clark wasn't just hurt last night, 
                         he was altered somehow. That's what's 
                         so strange about this.

                                     LANA
                         Chloe must have figured that out 
                         somehow.

                                     LEX
                         Chloe? How did she get involved?

                                     LANA
                         I'm not exactly sure. What I do know 
                         is that she wanted me to see if I 
                         could get her into your lab.

               Lex stands up, not comfortable with this at all. 

                                     LANA (CONT'D)
                         She just wants to figure out what 
                         happened. We all do. Maybe if we 
                         could see the lab and see what went 
                         wrong--

               Lex wanders the room for a moment, just thinking this over. 

                                     LEX
                         That would probably get her out of 
                         the Daily Planet's basement, wouldn't 
                         it? Maybe get her a desk upstairs?

                                     LANA
                         It's not like that. She's just 
                         concerned.

                                     LEX
                         I would think you'd be used to her 
                         games by now. It's never about 
                         concern. She only cares about one 
                         thing. Getting the story.

                                     LANA
                         You're not being fair.

                                     LEX
                         Do you have any idea how many times 
                         I've seen this happen? In my world, 
                         you trust the wrong person and your 
                         whole life ends up plastered on the 
                         front page of the tabloids.

                                     LANA
                         She just wants to figure this out.

-----------------------------------------------------------------------------------------------------
                                                                        36.


                                     LEX
                         What could Chloe possibly figure out 
                         that a team of scientists can't?
                              (beat)
                         You're being naive. You know Chloe 
                         as well as I do.

               Lana doesn't like being called naive. She stiffens up.

                                     LANA
                         It's called friendship. Whether or 
                         not you like her, Chloe is my friend. 
                         I am not naive when it comes to Chloe, 
                         and I am not naive when it comes to 
                         you. I see exactly what's happening 
                         here. 

                                     LEX
                         Lana--

                                     LANA
                         No.
                              (beat)
                         Look at yourself, Lex. Look at what 
                         you're doing here. Does this honestly 
                         seem like the right thing to do? I 
                         know you. I know that you're not 
                         this person. I know it's a long shot.  
                         I know that none of us are scientists, 
                         but we have seen what the meteor 
                         rocks can do. We've dealt with them 
                         in the past, and maybe something we 
                         know will be able to help Clark. Let 
                         us try. 

               Lana waits, but Lex doesn't respond.

                                     LANA (CONT'D)
                         Fine. I guess we're done here.

               Lana turns and walks toward the door.

                                     LANA (CONT'D)
                         And for what it's worth, everyone 
                         already knows about your Alicia Baker 
                         project.

               ANGLE ON : LEX

               As he watches Lana leave.

                                     LEX
                         Lana, wait.

               Lana stops, but doesn't turn around. 

-----------------------------------------------------------------------------------------------------
                                                                        37.


               INT. CHLOE-B'S OFFICE - ALT. DAILY PLANET - DAY

               Chloe-B is sitting at her desk, staring at her computer screen 
               and not writing a thing.

               Her office door opens. Before she can even see who is there, 
               she snaps.

                                     CHLOE-B
                         It's called knocking. People generally 
                         do it when they're entering someone 
                         else's office.

               As she finishes speaking she realizes that it's LIONEL-B 
               entering her room. He is much the same as the Lionel that we 
               are familiar with, but without any of the recent character 
               growth. He's a very bad man.

               He closes the door behind him, which causes Chloe-B to swallow 
               hard. 

                                     LIONEL-B
                         Knock, knock.

                                     CHLOE-B
                         Mr. Luthor. I didn't realize it was 
                         you.

                                     LIONEL-B
                         If I cared about such trivial matters, 
                         Miss Sullivan, you would already be 
                         begging for mercy.  Unfortunately 
                         for you, I'm here on much more urgent 
                         business.

                                     CHLOE-B
                         Another article?

                                     LIONEL-B
                         Not this time.
                              (beat)
                         It's come to my attention that you 
                         had a visitor last night. An old 
                         friend of yours.

               Chloe-B can't help but look around the room, trying to figure 
               out where some hidden camera might be.

                                     CHLOE-B
                         I didn't know he was coming. I didn't 
                         help him with anything.

                                     LIONEL-B
                         I know that.  I also know that you 
                         made no attempt to inform me of this 
                         visit.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        38.


                                     LIONEL-B (CONT'D)
                              (beat)
                         Do you value your job here?

                                     CHLOE-B
                         I value my life more.  Honestly, if 
                         I thought it would do any good, I 
                         would have told you. Clark's not 
                         known for his tendency to linger.

                                     LIONEL-B
                         What did he want?

                                     CHLOE-B
                         The same thing he's always wanted. 
                         My help with something.

                                     LIONEL-B
                         What?

                                     CHLOE-B
                         I didn't let him get that far. I 
                         told him to shove it and leave me 
                         alone.

                                     LIONEL-B
                         I see.
                              (beat)
                         And how did Clark look to you?

                                     CHLOE-B
                         I don't know. Like Clark, I guess.

                                     LIONEL-B
                         Right. See, that's where I have my 
                         problem.  Clark shouldn't be looking 
                         like the boy you once thought you 
                         knew. He should be on his knees, 
                         barely able to speak.

               Chloe-B doesn't like thinking about that part. She looks 
               away from Lionel-B.

                                     LIONEL-B (CONT'D)
                         I'm sorry if I've offended your 
                         delicate demeanor, but I want what 
                         is rightfully mine. That... thing 
                         belongs to me and I want it back.  I 
                         have spent a great deal of time and 
                         money on this project. I will not 
                         give it up easily.

                                     CHLOE-B
                         What do you want me to do?

-----------------------------------------------------------------------------------------------------
                                                                        39.


                                     LIONEL-B
                         I want you to do exactly what Clark 
                         asked you to do. Give him whatever 
                         information he wants.

                                     CHLOE-B
                         I don't understand.

                                     LIONEL-B
                         It's not your place to understand. 
                         Your job is to do exactly what I 
                         tell you to do. Are we perfectly 
                         clear?

                                     CHLOE-B
                         Yes.

                                     LIONEL-B
                         Good. Now, find him.

               Lionel-B walks out of the office, leaving Chloe-B alone and 
               not quite sure what to do next.

                                                                  FADE OUT:

                                     END OF ACT THREE

-----------------------------------------------------------------------------------------------------
                                                                        40.


                                         ACT FOUR

               FADE IN:

               INT. KITCHEN - ALT. KENT HOUSE - DAY

               Clark and Lex are sitting at the table. There are phone books 
               and newspapers scattered around the room.

                                     CLARK
                         It's like she doesn't exist here. 
                         How can a person fall off the face 
                         of the earth?

                                     LEX-B
                         Maybe she's dead. She is on your 
                         world.

                                     CLARK
                         I can't stop until I know for sure.

                                     LEX-B
                         Maybe I could try some of my old 
                         contacts. A few of them might still 
                         be willing to honor their debts to 
                         me.

                                     CLARK
                         Or they might tell your father, and 
                         he'd know where to find me. Lionel's 
                         not above taking out his anger on 
                         you. On my world, he put you in an 
                         asylum to keep you quiet.

                                     LEX-B
                         To be fair to my father, I'm sure 
                         the bed straps were made of the finest 
                         leather.

               Clark smiles, but then hears something. He turns his head 
               toward the door.

                                     LEX-B (CONT'D)
                         What?

               Clark holds up a hand, telling Lex-B to hold on. He then 
               stands up.

                                     CLARK
                         She came.

               Clark walks toward the back door. Lex-B follows.

               EXT. ALT. KENT HOUSE - DAY

               Chloe-B is walking back to her car, having changed her mind 
               about whatever it is she's doing here.

-----------------------------------------------------------------------------------------------------
                                                                        41.


               Clark and Lex-B walk out of the house.

                                     CLARK
                         Chloe, wait.

               Clark rushes to catch up to her. Lex-B takes his time getting 
               there.

               Clark cuts Chloe-B off and smiles at her.

                                     CLARK (CONT'D)
                         I knew you'd come. I knew my Chloe 
                         still exists in there somewhere.

                                     CHLOE-B
                         You were wrong. Now, can I get into 
                         my car please?

                                     CLARK
                         You came here for a reason.

               Lex-B finally reaches them.

                                     LEX-B
                         Maybe she brought a team of assassins 
                         to do us in once and for all.

                                     CHLOE-B
                         Lex. Good to see you. Did you get 
                         the package of sun screen I sent 
                         last Christmas? All those long days 
                         in the field must be hell on that 
                         bald head of yours.

                                     CLARK
                         Stop it. Both of you. We can exchange 
                         insults later. 
                              (to Chloe-B)
                         Right now, I want to know what you 
                         brought me.

                                     CHLOE-B
                         Just a copy of "My Favorite Martian". 
                         I was hoping you'd autograph it for 
                         me. Now can I please get into my 
                         car?

                                     CLARK
                         I need your help.

                                     CHLOE-B
                         You don't want my help. Believe me.

                                     LEX-B
                         First smart thing I've heard her say 
                         in a long time.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        42.


                                     LEX-B (CONT'D)
                         Apparently a few of those brain cells 
                         managed to survive the raging 
                         alcoholism. Good for them.

               Clark ignores Lex-B completely. He looks Chloe-B in the eyes.

                                     CLARK
                         I do want your help. I need it to 
                         get back to where I belong. I need 
                         you to tell me everything you know 
                         about Alicia Baker.

               Chloe-B thinks for a moment before deciding to tell Clark.

                                     CHLOE-B
                         Alicia is being held in the same 
                         place that you were. She's another 
                         one of Lionel's lab rats.

                                     LEX-B
                         My father's experimenting on humans 
                         now. I know I should be more surprised 
                         by this.

                                     CHLOE-B
                         I didn't know about this, I swear.

                                     CLARK
                         Lionel must be working on the same 
                         project here that Lex was working on 
                         where I come from.
                              (to Lex-B)
                         That means that he might have the 
                         same lab equipment.

               Clark turns to Chloe-B.

                                     CLARK (CONT'D)
                         Thank you. You should leave now.

                                     CHLOE-B
                         What?

                                     CLARK
                         I have to go back there. I need to 
                         find that lab.

                                     CHLOE-B
                         You can't be serious. They know every 
                         weakness you have. It's suicide.

                                     LEX-B
                         For once I agree with the lush.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        43.


                                     LEX-B (CONT'D)
                         Clark, I know you want to get home, 
                         but it can't be worth going back 
                         there. God only knows what they'll 
                         do if they manage to get you back on 
                         their table.

                                     CLARK
                         I can't stay here. There are people 
                         I care about. I can't just forget 
                         about them.

               Chloe-B looks down, thinking about the people Clark cares 
               about. Clark sees this and walks to her.

                                     CLARK (CONT'D)
                         There's a Clark that belongs on this 
                         world and he's going to need people 
                         who care about him.

               Chloe-B looks into Clark's eyes. Something about him still 
               makes her weak in the knees. After a moment, she has to look 
               away again.

                                     CHLOE-B
                         It's a trap. Lionel wanted me to 
                         help you. He knew I'd point you back 
                         there. He'll be waiting.

                                     CLARK
                         I know what I'm getting into.

                                     LEX-B
                         I'm going with you. Don't try to 
                         tell me that I can't because I'm not 
                         good at taking orders.

                                     CLARK
                         It's too dangerous. I can move faster 
                         without you.

                                     LEX-B
                         Until you hit a lock with a kryptonite 
                         mechanism, or one of the other 
                         measures they've taken to keep you 
                         in check. You need someone who can 
                         take out the rocks while you're taking 
                         out the guards.

               Clark thinks it over, and finally nods to Lex-B.

                                     LEX-B (CONT'D)
                         Good. Then we have planning to do.

               Lex-B turns and starts to walk toward the house. Clark turns 
               back to Chloe-B.

-----------------------------------------------------------------------------------------------------
                                                                        44.


                                     CLARK
                         Thank you.

                                     CHLOE-B
                         That's it?
                              (beat)
                         I'm going too.

                                     CLARK
                         You can't.

                                     CHLOE-B
                         If Mr. Clean can tag along, so can 
                         the one person who might be able to 
                         get in there without setting off 
                         alarms.
                              (beat)
                         I need to do this. I need to help 
                         you.

               Clark thinks this over. 

               INT. LIVING ROOM - KENT HOUSE - DAY

               Martha is sitting with Clark-B, who is awake but weak. She's 
               holding a bowl of soup and trying to feed Clark-B.

                                     CLARK-B
                         Not hungry.

               Martha puts the soup down.

                                     MARTHA
                         I don't know what else to do. I wish 
                         I knew what happened to you.

               Clark-B looks toward the kitchen and his eyes lock onto 
               something unpleasant.

               ANGLE ON : THE KITCHEN

               In the doorway, Chloe is trying to peek into the living room 
               without disturbing anyone. When Clark-B looks at her, she 
               moves out of sight.

               Clark-B turns back to Martha.

                                     CLARK-B
                         Chloe. Chloe and Lionel.

                                     MARTHA
                         Clark...

               Martha uncomfortably looks toward the kitchen, and then leans 
               in closer to Clark-B to use a much softer voice.

-----------------------------------------------------------------------------------------------------
                                                                        45.


                                     MARTHA (CONT'D)
                         Chloe and Lionel both know your 
                         secret.

                                     CLARK-B
                         Lex.

                                     MARTHA
                         He doesn't know, and we have to keep 
                         it that way. Do you understand?

                                     CLARK-B
                         Lex. Friend.

                                     MARTHA
                         No.

               Clark-B looks at Martha with a questioning look.

                                     MARTHA (CONT'D)
                         I know this doesn't seem right to 
                         you. We're trying to figure out what's 
                         happening, but you have to trust me. 
                         Can you do that?

               Clark-B nods.

                                     MARTHA (CONT'D)
                         Good.

               INT. KITCHEN - KENT HOUSE - DAY

               Chloe is sitting at the table, staring at her cell phone. 
               Martha walks into the room and puts the bowl of soup on the 
               counter.

                                     CHLOE
                         I'm sorry. I shouldn't have tried to 
                         see what was happening.

                                     MARTHA
                         It's fine.

                                     CHLOE
                         I'm still waiting for Lana to call.

                                     MARTHA
                         I hope she hurries. If we don't fix 
                         this soon, Clark might end up exposing 
                         his secret to the wrong person. He 
                         thinks that Lex already knows. He 
                         keeps telling me to call Lex.

                                     CHLOE
                         And I, on the other hand, am the 
                         queen of all things evil.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        46.


                                     CHLOE (CONT'D)
                              (beat)
                         Question. If we somehow manage to 
                         find out what happened and bring our 
                         Clark back, what happens to this 
                         one? He's obviously been tortured.

                                     MARTHA
                         I honestly don't know. 

               INT. LIVING ROOM - KENT HOUSE - DAY

               Clark-B stands up and struggles to keep his footing. Once 
               he's stable, he walks around the room, looking at everything 
               on the tables and shelves.

               He notices the sunlight coming through the window, shining 
               on a table that has a piece of paper on it. He walks to the 
               table and grabs the piece of paper. With the sun on his back, 
               his shadow is cast over the paper as he reads it.

               ANGLE ON : THE PAPER

               It's a letter that is handwritten on LuthorCorp stationary.

               Clark-B doesn't take much time to read the letter after seeing 
               the logo. He drops it and steps back. As he does this, his 
               SUPER HEARING kicks in.

                                     MARTHA (O.S.)
                         Maybe I should call Lionel. Maybe he 
                         can help.

                                     CHLOE (O.S.)
                         Do you really think that's a good 
                         idea? If Clark thinks that Lionel 
                         and I are the bad guys, we probably 
                         shouldn't swarm this place. The last 
                         thing we need is to set Clark off.

               Clark-B looks down at the letter that is now on the floor. 
               He is struck by the realization that Martha is working with 
               Chloe and Lionel. 

                                     MARTHA (O.S.)
                         His powers aren't working. He's too 
                         weak.

               INT. KITCHEN - KENT HOUSE - DAY

               Chloe and Martha continue their conversation.

                                     CHLOE
                         I'd settle for Lana calling me back. 
                         Where is she?

-----------------------------------------------------------------------------------------------------
                                                                        47.


               Suddenly, a LOUD CRASH is heard from the living room. The 
               women look at each other, and then rush into the living room.

               INT. LIVING ROOM - KENT HOUSE - CONTINUOUS

               When Chloe and Martha get into the living room, Clark-B is 
               nowhere to be seen.

               Martha looks down and sees the letter from Lionel under her 
               foot as Chloe walks toward the front door.

               Martha picks up the letter.

                                     MARTHA
                         Clark must have seen this letter 
                         from Lionel.

                                     CHLOE
                         We have a bigger problem.

               Martha looks over to where Chloe is.

                                     CHLOE (CONT'D)
                         You're front door is about twenty 
                         feet off the porch. I'm guessing his 
                         powers are back.

               INT. LUTHORCORP LAB - DAY

               LAB WORKERS are trying to recover whatever they can from the 
               experiment and the computers. 

               Lex and Lana walk into the lab, which is still a mess since 
               the explosion. Lana has a look around.

                                     LEX
                         This is it. This is everything.
                              (beat)
                         We couldn't recreate the accident if 
                         we wanted to. The experiment will 
                         take weeks to get back on track.

               As Lana looks at the testing area (which is just a pile of 
               twisted metal at this point), she makes her way toward the 
               corkboard. When she gets close to it, she bends down and 
               picks a piece of paper up from the ground. It's one of 
               Alicia's medical records.

               She doesn't say anything as she looks at the file, and the 
               others that remain on the board.

                                     LEX (CONT'D)
                         Do you see now why I didn't want to 
                         bring Mrs. Kent into this place? 
                         There's nothing we can do.

-----------------------------------------------------------------------------------------------------
                                                                        48.


               As Lana looks up at the corkboard with her back to Lex, her 
               eyes begin to tear up. She's realizing that he's right.

               INT. MAIN ENTRANCE - ALT. LUTHORCORP LAB COMPLEX - DAY

               Chloe-B walks into the building and to the reception desk, 
               where a RECEPTIONIST is sitting.

                                     CHLOE-B
                         Tell Mr. Luthor that Chloe Sullivan 
                         needs to speak to him.

                                     RECEPTIONIST
                         Mr. Luthor has asked not to be 
                         bothered. If you want to leave a 
                         message--

                                     CHLOE-B
                         I don't want to leave a message. I 
                         want you to get Mr. Luthor. Now.

                                     RECEPTIONIST
                         I'm sorry. That's just not possible.

                                     CHLOE-B
                         Make it possible. I'm sure he'll 
                         understand.

               The receptionist reluctantly picks up her phone and dials a 
               number. She waits a moment and then hangs up.

                                     RECEPTIONIST
                         There was no answer.

                                     CHLOE-B
                         I don't mind waiting while you go 
                         down there.

                                     RECEPTIONIST
                         I'm not going to do that.

                                     CHLOE-B
                         Yes you are.

               The receptionist doesn't respond. She looks Chloe-B in the 
               eyes for several moments, not budging. Chloe-B returns the 
               stare with an icy stare of her own.

               Finally, the receptionist gets up and walks through a nearby 
               door. Chloe-B smiles.

               Chloe-B walks around the receptionist's desk and sits in her 
               chair. She reaches into her purse and pulls out a small black 
               device.

-----------------------------------------------------------------------------------------------------
                                                                        49.


               INT. LIONEL-B'S OFFICE - ALT. LUTHORCORP LAB COMPLEX - DAY

               Lionel-B is sitting at his desk with a glass of scotch in 
               his hand. He's just looking out the window when someone KNOCKS 
               on his door.

               Lionel-B puts his glass down and looks toward the door, rather 
               annoyed.

                                     LIONEL-B
                         Yes?

               The door opens and a SECRETARY pokes her head into the room.

                                     SECRETARY
                         Sir, I'm sorry to disturb you, but 
                         there's a woman in the lobby who 
                         wanted to see you. She insisted.

                                     LIONEL-B
                         Would you mind telling me her name?

                                     SECRETARY
                         Chloe Sullivan, sir.

               Lionel-B thinks for a moment before answering.

                                     LIONEL-B
                         Send her in.

               INT. MAIN ENTRANCE - ALT. LUTHORCORP LAB COMPLEX - DAY

               The receptionist walks back through the door, finding Chloe-
               B patiently sitting in one of the guest chairs. Chloe-B gives 
               the receptionist a very polite smile.

               INT. LIONEL-B'S OFFICE - ALT. LUTHORCORP LAB COMPLEX - DAY

               The door opens and Chloe-B walks into the room. She looks 
               around as she walks toward Lionel-B's desk, where he is still 
               seated.

                                     CHLOE-B
                         Personally, I like your other offices 
                         better.

                                     LIONEL-B
                         I have no use for chit-chat, Miss 
                         Sullivan. I assume you have something 
                         important to tell me. Have you managed 
                         to get Clark back here?

                                     CHLOE-B
                         I told him where he could find what 
                         he was looking for.  I think he'll 
                         be here any minute now. He trusts 
                         me. Go figure.

-----------------------------------------------------------------------------------------------------
                                                                        50.


                                     LIONEL-B
                         Then you should leave.

                                     CHLOE-B
                         Are you kidding me? I wouldn't miss 
                         this for anything.

               Chloe-B takes a seat and looks at her watch.

                                     CHLOE-B (CONT'D)
                         Is there lunch?

               A thought suddenly pops into Chloe-B's head.

                                     CHLOE-B (CONT'D)
                         Oh!

               She reaches into her bag and pulls out her cell phone.

                                     CHLOE-B (CONT'D)
                         One quick call, and then lunch. 
                         Chinese sound good?

                                     LIONEL-B
                         I don't know what you're planning, 
                         but I would strongly advise against 
                         it.

                                     CHLOE-B
                         Okay. Fine.
                              (beat)
                         Pizza then.

               Chloe-B presses a button on her cell phone and smiles at 
               Lionel-B.

               INT. MAIN ENTRANCE - ALT. LUTHORCORP LAB - DAY

               ANGLE ON : THE RECEPTIONIST'S COMPUTER

               The device that Chloe-B was holding earlier is attached to 
               the back of the computer. A RED LIGHT comes to life on it.

               ANGLE ON : THE RECEPTIONIST

               She's working on her computer when the screen goes black. It 
               then brings up a display which reads "SECURITY ALERT - CODE 
               GREEN - SECTION 1"

               The receptionist is baffled by this.

               ANGLE ON : THE FRONT DOOR

               As bars lower to prevent anyone from getting in or out.

-----------------------------------------------------------------------------------------------------
                                                                        51.


               INT. SECURITY OFFICE - ALT. LUTHORCORP LAB - DAY

               THREE SECURITY GUARDS are watching computer monitors when 
               they all blink on and off, eventually displaying the same 
               security alert as the receptionist's desk.

                                     SECURITY GUARD ONE
                         What the...?

               Security guard one then grabs a radio and talks into it.

                                     SECURITY GUARD ONE (CONT'D)
                         All units, code green. Report to 
                         section one.

               The guards then rush out of the room.

               INT. LIONEL-B'S OFFICE - ALT. LUTHORCORP LAB COMPLEX - DAY

               Chloe-B has her cell phone to her ear. Lionel-B is keeping a 
               steady eye on her.

               Finally, Chloe-B puts the phone away.

                                     CHLOE-B
                         No answer.
                              (beat)
                         So... Mexican for lunch?

               Lionel-B's INTERCOM BEEPS. He picks up his phone.

                                     LIONEL-B
                         Yes?

               His eyes go back to Chloe-B as he hangs up the phone.

                                     LIONEL-B (CONT'D)
                         It would appear that our alarm has 
                         been triggered.

                                     CHLOE-B
                         Really? Hmm.

               Behind Lionel-B, a HAND PUNCHES THROUGH THE OUTER WALL.

               Lionel-B quickly turns just in time to see THE WALL RIPPED 
               OPEN. The hole is rather large and messy.

                                     LIONEL-B
                         What...?

               After a moment, Lex-B walks through the hole. He smiles at 
               Lionel-B.

                                     LEX-B
                         Hey, Dad.

-----------------------------------------------------------------------------------------------------
                                                                        52.


               Lex-B walks to the desk and picks up the glass of scotch as 
               Clark walks through the hole. Lionel-B is still shocked by 
               all of this.

               Lex-B sniffs the scotch, savoring the scent.

                                     LEX-B (CONT'D)
                         Some things you just miss.

               INT. LIBRARY - LUTHOR MANSION - DAY

               Martha and Chloe walk into the library, looking around.

                                     CHLOE
                         Are we sure this is a good idea?

                                     MARTHA
                         Where else would he go?

               As they walk through the room, Martha finally sees Clark-B 
               sitting on the floor in the corner of the room. She slowly 
               starts to walk to him. Chloe soon sees and follows.

                                     MARTHA (CONT'D)
                         Clark? It's me. Mom.

                                     CLARK-B
                         You're not Mom.

                                     MARTHA
                         I am. I care about you. I love you.
                              (beat)
                         You shouldn't be here.

                                     CLARK-B
                         You betray. Chloe betray. I trust 
                         Lex.

                                     MARTHA
                         Lex isn't home.

                                     CHLOE
                         Thank God.

                                     MARTHA
                         Clark, you need to come with me. We 
                         need to get you home.

               Martha slowly bends down and puts her hand on Clark-B's 
               shoulder. He looks at her hand, and then looks her in the 
               eyes with a look that scares her.

                                     CLARK-B
                         No.

               Clark-B grabs Martha's arm and throws her onto the floor.

-----------------------------------------------------------------------------------------------------
                                                                        53.


                                     CHLOE
                         Mrs. Kent!

               Chloe moves to help Martha, but before she can get to her, 
               Clark-B slowly begins to stand. He's now giving Chloe the 
               same look that he gave Martha. She doesn't like this.

                                     CHLOE (CONT'D)
                         Oh...

               INT. LIONEL-B'S OFFICE - ALT. LUTHORCORP LAB COMPLEX - DAY

               Chloe-B is sitting at Lionel-B's computer, looking up 
               information on the building.

               Lionel-B is sitting in one of the other chairs. Lex-B is 
               standing next to him, sipping scotch. He offers Lionel-B a 
               sip, but Lionel-B ignores him.

                                     LIONEL-B
                         This complex is swarming with 
                         security. You can't possibly think 
                         you can pull this off.

                                     CHLOE-B
                         Your security team is currently 
                         responding to a code green at the 
                         main entrance.

               She turns the computer monitor so that Lionel-B can see it. 
               On the screen is security footage of the main entrance, 
               swarming with security.

                                     CHLOE-B (CONT'D)
                         Too bad about all of those quarantine 
                         proceedures you set up. It'll take 
                         them hours to get back here.

                                     CLARK
                         Are we almost ready?

                                     CHLOE-B
                         I'm printing a map now.

               Chloe-B turns the monitor back toward her, and clicks a few 
               buttons. A map of the complex prints. Chloe-B grabs it from 
               the printer and gets out of the chair.

                                     CHLOE-B (CONT'D)
                         Let's go.

                                     LEX-B
                         What about my father?

               Clark walks over to Lionel-B and taps him on the head. Lionel-
               B is knocked unconscious.

-----------------------------------------------------------------------------------------------------
                                                                        54.


                                     LEX-B (CONT'D)
                         That's just handy.

               Chloe-B leads the way as they walk out of the room.

               INT. LAB - ALT. LUTHORCORP LAB COMPLEX - CONTINUOUS

               Clark, Lex-B and Chloe-B rush through the door of the lab 
               and look around.

               The lab is running the same experiments as Lex's lab in the 
               normal world, but it's much larger and much more elaborate. 
               There are simulations of Alicia's teleportation abilities 
               being played on monitors, and numbers scrolling across the 
               screen around them. 

               Around the room, LAB WORKERS are going about their business.

                                     CHLOE-B
                         What now?

               Lex-B steps forward.

                                     LEX-B
                              (to the workers)
                         Can I have your attention please?

               The workers stop what they're doing and look at Lex-B. They 
               have no idea what's going on.

                                     LEX-B (CONT'D)
                         As of right now, you all have the 
                         day off. Leave.

               Nobody moves.

                                     LEX-B (CONT'D)
                         Okay, let's try this another way.
                              (points to Clark)
                         This guy can burn you alive with a 
                         single look.
                              (beat)
                         Feel free to run now.

               The workers hesitate, but eventually decide to leave the 
               room. They avoid looking at Clark as they pass him.

               Once they're all gone, Clark moves deeper into the room. 
               Toward this lab's test area. There is already a CAGE OF GREEN 
               LASERS formed around the area. Clark gets dizzy as he gets 
               close to it.

                                     CLARK
                         This is it. This is what went wrong 
                         before.

-----------------------------------------------------------------------------------------------------
                                                                        55.


               Chloe-B looks at the area for a moment and then takes a seat 
               at one of the computers. She studies the screen.

                                     CLARK (CONT'D)
                         Do you think you can work with this?

                                     CHLOE-B
                         It's layed out like a kiddie game. 
                         I'm pretty sure I can work it.

                                     LEX-B
                         I'll watch the door.

               Lex-B moves back to the door to keep watch. Clark stands 
               behind Chloe-B.

                                     CLARK
                         The guy on my world kept increasing 
                         power to those lasers. I think it 
                         changed them.

               Chloe-B starts poking around the computer program.

                                     CHLOE-B
                         Changed them how?

                                     CLARK
                         Turned them into Black Kryptonite. 
                         I've seen it split a person into two 
                         different people.

                                     CHLOE-B
                         So with an experiment that's focused 
                         on poking holes in the fabric of 
                         space, this Black Krypto-whatever 
                         could send you here?

                                     CLARK
                         It's the best theory I have.

               Chloe-B finds the laser controls.

                                     CHLOE-B
                         Got it. How much do I increase the 
                         power?

                                     CLARK
                         How high does it go?

               Lex-B turns to Clark.

                                     LEX-B
                         We have guests.

                                     CLARK
                              (to Chloe-B)
                         Keep working. 

-----------------------------------------------------------------------------------------------------
                                                                        56.


               Chloe-B nods and gets to work. Clark walks to where Lex-B is 
               just in time for the three guards from the security room to 
               enter the room with their cattle prods.  Lex-B grabs one of 
               them and starts to struggle with him to get the prod away.

               Clark SUPERSPEEDS at another guard, slamming him into the 
               third guard. Both are knocked unconscious.

               Clark walks to where Lex-B is struggling with the last 
               remaining guard and grabs the guard's shoulder. He THROWS 
               THE GUARD across the room, leaving Lex-B holding the prod.

                                     LEX-B
                         I could have taken him.

                                     CLARK
                         We don't have time to play around. 

               ANGLE ON : CHLOE-B

               Typing on the computer like crazy. The GREEN LASERS GROW 
               STRONGER as she works.

               Clark looks back to Chloe-B and the lasers, which are making 
               him weaker.

                                     CLARK (CONT'D)
                         Narrow the test area. Move the lasers.

               Chloe-B continues working. Eventually, the LASERS BEGIN TO 
               MOVE.

               ANGLE ON : THE TEST AREA

               Chloe-B is still working on increasing power. The LASERS 
               BEGIN TO WHINE.

               Clark turns back to Lex-B.

                                     CLARK (CONT'D)
                         Get the guards out of the room.

               Lex-B nods and starts dragging the guards out of the room.

               Clark looks to the lasers, and then walks to Chloe-B.

                                     CHLOE-B
                         It's up as high as it can go.

                                     CLARK
                         Then help Lex with the guards and 
                         get out of here.

               Clark looks up to take a quick look at the lasers, then turns 
               and starts to walk toward the door.

-----------------------------------------------------------------------------------------------------
                                                                        57.


                                     CLARK (CONT'D)
                         I still have time.

                                     CHLOE-B
                         Time for what?

               Lex-B appears in the doorway, still holding the cattle prod. 
               Clark stops to avoid running into Lex-B, who is obviously 
               blocking Clark's path on purpose.

                                     CLARK
                         Lex?

               Lex-B jams the prod into Clark's side, sending GREEN ENERGY 
               though Clark. Clark drops to the ground, weakened and shaking.

               Chloe-B rushes toward Lex-B. 

                                     CHLOE-B
                         What the hell are you doing?

                                     LEX-B
                              (to Chloe-B)
                         Just make sure the machine's set to 
                         go.

               Lex-B leans down to where Clark is still shaking on the floor.

                                     LEX-B (CONT'D)
                         I'm sorry I had to do that.
                              (beat)
                         I'll try to free the others. I swear.

                                     CLARK
                         I could have saved them.

               Lex-B stands up again.

                                     LEX-B
                         We don't have time to play around. 
                         Even with superspeed. 

               Lex-B grabs a guard off of the floor and carries him out the 
               door.

               Clark struggles to get up, but falls back to the ground, too 
               weak to stand.

                                     CLARK
                         I have to--

               Chloe-B leans down to speak to Clark. 

                                     CHLOE-B
                         You can't help her, Clark. It's not 
                         your job anymore.

-----------------------------------------------------------------------------------------------------
                                                                        58.


                                     CLARK
                         You take Lionel down. End this.

                                     CHLOE-B
                         You make it sound so easy.

               Clark grabs Chloe's collar to pull her closer. 

                                     CLARK
                         It is if you know how Lionel got the 
                         money to start his company.

               As Clark continues to tell Chloe-B about Lionel, a BALL OF 
               BLACK ENERGY forms within the cage of lasers. WE NO LONGER 
               HEAR CLARK over the sound of the energy ball, but Chloe-B 
               still can. She nods in understanding.

               The room goes dark. The GREEN LASERS SHUT OFF, along with 
               the rest of the lights in the room.

               Clark looks back to the ball of energy, then looks back to 
               Chloe-B.

                                     CLARK (CONT'D)
                         Run!

               Chloe-B looks at the ball of energy for a moment and then 
               back to Clark before turning and running from the room.

               Clark turns over to face the energy ball, and then forces 
               himself to stand up as the ENERGY BALL GROWS. 

               INT. LIBRARY - LUTHOR MANSION - DAY

               Clark-B has Chloe pinned up against the wall.

                                     CHLOE
                         Clark, you don't want to do this.

                                     CLARK-B
                         You killed Dad. You killed Pete.

                                     CHLOE
                         No! That wasn't me.

                                     CLARK-B
                         You think I'm stupid.

               Clark-B throws Chloe to the floor. She tries to crawl away, 
               but he goes after her.

               Behind Clark-B, Martha throws a glass vase, shattering it 
               just behind Clark-B's head. Clark-B looks at her.

                                     MARTHA
                         Get away from her.

-----------------------------------------------------------------------------------------------------
                                                                        59.


                                     CLARK-B
                         Why do you want to do this?

                                     MARTHA
                         You don't understand what's happening. 
                         You need to trust me.

                                     CLARK-B
                         I'm not stupid!

               Clark-B swats a chair, sending it flying across the room. He 
               looks down and sees Chloe, still trying to crawl away from 
               him.

                                     CLARK-B (CONT'D)
                         You pay.

               Clark-B reaches out to grab Chloe. As he reaches for her, 
               Chloe closes her eyes.

               CLOSE ON : CHLOE

               As she prepares to be grabbed and hurt again, her eyes still 
               closed.  There is a sudden gust of wind and a LOUD WHOOSH 
               SOUND.

               Chloe opens her eyes and looks up. When she looks up, she is 
               shocked by what she sees.

               ANGLE ON : CLARK

               Normal Clark, back on his proper world. He looks down at 
               Chloe and smiles when he sees her.

               He then passes out.

               INT. LOFT - KENT BARN - NIGHT

               Clark is sitting in the loft, still recovering from the 
               various forms of kryptonite exposure.

               Lex walks up the stairs.

                                     LEX
                         I heard you were back. I thought I'd 
                         come over and see it for myself.

               Clark looks over at Lex, not thrilled to see him.

                                     CLARK
                         I hear your experiment was destroyed.

                                     LEX
                         We have a lot of work to do.

-----------------------------------------------------------------------------------------------------
                                                                        60.


                                     CLARK
                         You just can't let it go, can you? 
                         We almost died because of that 
                         experiment and you want to start it 
                         all over.

                                     LEX
                         It's still a worthy cause. We just 
                         need to figure out what went wrong.
                              (beat)
                         Do you remember anything that 
                         happened?

               Clark shakes his head.

                                     CLARK
                         I slept through it. I don't remember 
                         a thing.

               There's an awkward silence.

               Lex turns and starts to walk out.

                                     CLARK (CONT'D)
                         I did have a dream though. I dreamt 
                         that things turned out differently 
                         between us.

               Lex stops.

                                     CLARK (CONT'D)
                         I dreamt that I could trust you and 
                         we were still friends.
                              (beat)
                         It's not too late, Lex. You can still 
                         save yourself.

                                     LEX
                         Not everyone needs to be saved.

                                     CLARK
                              (beat)
                         Some just don't want to be.

                                     LEX
                         Goodnight, Clark.

               Lex continues to walk out of the barn. 

                                                                  FADE OUT:

                                     END OF EPISODE