FADE IN:

               EXT. SPACE - VISUAL

               PERFECT SILENCE as the sun shines down upon Earth. From this 
               point of view everything looks peaceful and calm.

               Suddenly, a satellite moves into frame. A silent reminder of 
               life on the planet below. On the satellite is the logo for 
               LexCorp.

                                     WOMAN'S VOICE (V.O.)
                         It was nearly twenty-five go. I still 
                         can't believe it. We found you in a 
                         crater the size of this house, and 
                         not a bruise on you. At first I 
                         thought it was a miracle that you 
                         survived what I thought was a meteor 
                         landing right on top of you.

                                                                DISOLVE TO:

               INT. KENT HOUSE - KITCHEN - MORNING

               MARTHA KENT stands next to the stove, looking off camera. 
               She is a woman in her late 50's, but with a youthful energy 
               about her. She looks as though she might cry. It is her voice 
               that we are listening to.

                                     MARTHA
                         But that was not the miracle.

                                     CLARK (O.S.)
                         I know, Mom. The miracle is that my 
                         ship found its way to you and Dad 
                         and your family was complete and we 
                         all lived happily ever after.

                                     MARTHA
                         You've heard this one before?

               ANGLE ON : CLARK KENT

               A tall, dark, well built man in his mid 20's. He is wearing 
               jeans, a t-shirt and a warm smile on his face.

                                     CLARK
                         Only six hundred times. No, wait... 
                         Seven hundred.

                                     MARTHA
                         And you couldn't humor an old woman 
                         one last time.

               Clark moves toward his mother. She looks up into his eyes.

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


                                     CLARK
                         I'm only going to Metropolis. I'm 
                         not dying.

                                     MARTHA
                         I know.

                                     CLARK
                         I'll call.

                                     MARTHA
                         Every night?

                                     CLARK
                         At least once a week.

               Martha puts a hand on her heart and takes a deep breath. She 
               puts her other hand on her head and moans ever so slightly.

               Clark rolls his eyes.

                                     CLARK (CONT'D)
                         Twice a week. Final offer.

                                     MARTHA
                         And you'll visit?

                                     CLARK
                         I will visit.

                                     MARTHA
                         You'd better. Not like that last 
                         time you left. A full year and I was 
                         lucky if I got an e-mail.

                                     CLARK
                         I was in a jungle, Mom. I couldn't 
                         exactly use my cell phone.

               Martha shoots him an "oh, please" look.

                                     CLARK (CONT'D)
                         Fine. I'm sorry. I will call. I will 
                         visit. I will e-mail. I will text 
                         message. I will--

                                     MARTHA
                         Be careful.

               Clark knows that she isn't talking about driving habits or 
               turning the coffee pot off in the morning. This goes deeper. 

                                     CLARK
                              (beat)
                         I will.

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


                                     MARTHA
                         You're going into a dangerous 
                         profession. You're putting yourself 
                         out there.

                                     CLARK
                         I know how to behave.

                                     MARTHA
                         No more speeding off to stop a bank 
                         robbery.

               Clark looks down.

                                     MARTHA (CONT'D)
                         There are cameras everywhere. One 
                         whoosh by a red light and your secret 
                         will be out there for everyone to 
                         see. Now, I don't mean to lecture 
                         and I don't mean to sound like I 
                         don't have faith in you, because I 
                         do. I have too much faith in you. I 
                         know that it's hard to let the world 
                         carry on its own business, but you 
                         have to.

               Clark keeps his eyes on the floor, giving only a nod. Martha 
               picks his head up and looks him in the eyes again.

                                     MARTHA (CONT'D)
                         I am so sorry that it has to be this 
                         way.

               Clark hugs Martha.

                                     CLARK
                         I love you, Mom.

                                     MARTHA
                         I know you do, my baby. I love you 
                         too.

               They hold the hug for a moment before letting go. They each 
               take a step back. Martha wipes a tear from her eye and smiles.

                                     MARTHA (CONT'D)
                         Now, enough of this. Are you sure 
                         you have enough food for the trip?

                                     CLARK
                         I'm fine.

                                     MARTHA
                         And you're sure you don't want to 
                         take the car?

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


                                     CLARK
                         I'm sure. The parking would be too 
                         much on my salary.

                                     MARTHA
                         Okay then. If you change your mind, 
                         you just come back here and get it. 
                         I have the truck and your father 
                         wanted you to have that old car of 
                         his.

               Clark nods. 

                                     CLARK
                         I should go.

               Clark walks to the other side of the room and picks up a 
               suitcase.

                                     MARTHA
                         Call me when you get there.

               Clark smiles and takes a look around the room. Finally, he 
               opens the back door and walks out of the house.

               Martha walks to the back door and looks out as we PULL BACK 
               through the big, quiet, empty house.

               After a few moments, THE PHONE RINGS.

               EXT. THE DAILY PLANET - METROPOLIS - DAY

               Clark walks up the street in a cheap suit and stops in front 
               of the Daily Planet. He looks up to the top of the building 
               where he can see the giant Daily Planet globe. He takes a 
               deep nervous breath.

                                     CLARK
                         A year living with a tribe of diseased 
                         cannibals and I'm scared of a giant 
                         globe.

               He takes a step toward the doors of the building, and then 
               stops short as a sudden realization rushes over him.

               He reaches into his jacket pocket and pulls out a pair of 
               old glasses. He looks down at them for a moment and then 
               puts them on. Afer another brief pause, he walks into the 
               building.

               INT. DAILY PLANET BUILDING - LOBBY/ELEVATOR- CONTINUOUS

               Clark walks into the lobby, and takes a look around the lobby 
               which features some impressive art deco architecture. He 
               walks to the receptionists desk where there is a RECEPTIONIST 
               talking on the phone.

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


                                     RECEPTIONIST
                         No, I'm sorry I can't help you. He 
                         doesn't work for the Daily Planet 
                         anymore.
                              (beat)
                         I'll tell them you said so.

               She presses a button on the phone as she looks up at Clark.

                                     RECEPTIONIST (CONT'D)
                         Can I help you?

                                     CLARK
                         Yes. On what floor could I find Perry 
                         White?

                                     RECEPTIONIST
                         His office is on the 18th.

                                     CLARK
                         Thanks.

               Clark walks away from the desk, toward the elevators. He 
               steps inside the elevator and presses the button for the 
               18th floor, causing the button to light up. The doors begin 
               to close. Before they fully close, a woman's arm reaches 
               through and opens them again.

               LOIS LANE then walks into the elevator, carrying three large 
               coffee cups. She is about the same age as Clark, but looks a 
               lot more comfortable in the city environment. She looks him 
               up and down.

                                     LOIS
                         Thanks for holding the elevator.

                                     CLARK
                         I'm sorry. I didn't see you.

               Lois pushes the button for the 18th floor, regardless of the 
               fact that it's already been pushed. Clark smiles as the doors 
               close.

               The two of them stand in silence as the elevator makes its 
               way up the building. Lois is watching the numbers tick by 
               above the door. Clark is watching Lois' reflection in the 
               doors.

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               The elevator doors open and Lois walks out, quickly making 
               her way toward her desk.

               Clark walks out of the elevator and starts to walk through 
               the room, which is a frenzy of REPORTERS and RINGING 
               TELEPHONES.

               As a MAN walks past, Clark stops him.

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


                                     CLARK
                         I'm looking for Perry White's office.

               The man points Clark in the right direction and continues to 
               walk.

                                     CLARK (CONT'D)
                         Thanks.

               Clark heads for the office.

               INT. LEXCORP BUILDING - LEX'S OFFICE - DAY

               LEX LUTHOR is in his early 40's and is dressed in a perfectly 
               taylored designer suit. He has a bluetooth earpiece in his 
               ear as he paces in front of his desk.

                                     LEX
                         I understand, Senator. We've been 
                         making every effort possible to refine 
                         our filters. It will take some time.
                              (beat)
                         I am aware of that.
                              (beat)
                         I am aware of that.
                              (beat)
                         I assure you that the problem is 
                         being handled and will be resolved 
                         as we discussed.
                              (beat)
                         No. Thank you.

               Lex taps the ear piece, turning it off. He walks to his desk 
               and hits the intercom.

                                     LEX (CONT'D)
                         Marie, get George Reyes on the phone.
                              (beat)
                         And cancel my two o'clock.

                                     MARIE (V.O.)
                         Yessir. Sir, Professor Vale is waiting 
                         to see you.

                                     LEX
                         Who?

                                     MARIE
                         He says that you've been funding one 
                         of his projects.
                              (beat)
                         A cybernetic development project.

                                     LEX
                         I suppose he knows I'm in my office?

                                     MARIE
                         Yes, sir.

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


                                     LEX
                         Send him in.

               Lex walks behind his desk and takes a seat as his office 
               door opens and PROFESSOR VALE enters. He is carrying a folder 
               full of papers.

                                     LEX (CONT'D)
                         What can I help you with, Professor?

                                     PROFESSOR VALE
                         Well, it seems as though my funding 
                         has been cut in half.

                                     LEX
                         Okay.

                                     PROFESSOR VALE
                         I've come to see about changing that.

                                     LEX
                         I don't think I'm the person to be 
                         talking to. Each branch of LexCorp 
                         has it's own department head. You 
                         should be--

                                     PROFESSOR VALE
                         I know. And I have spoken with her. 
                         It's just... She's not very interested 
                         in what I'm doing.

                                     LEX
                         Your cybernetic research.

                                     PROFESSOR VALE
                         Yes, but it's not just that. I've 
                         developed an alloy to be used in my 
                         experiments.

               Professor Vale reaches into his pocket and pulls out a small 
               cube of metal. He places it in front of Lex. Lex picks it up 
               and looks it over.

                                     PROFESSOR VALE (CONT'D)
                         I call it metallo. 

                                     LEX
                         Nice name. What makes this "metallo" 
                         so special?

                                     PROFESSOR VALE
                         It's strong. It's versatile.

                                     LEX
                         I'm not hearing your selling point. 
                         There are a lot of alloys that are 
                         strong and versatile.

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


                                     PROFESSOR VALE
                         But metallo is different. Metallo is 
                         alive.

                                     LEX
                         Pardon?

                                     PROFESSOR VALE
                         Or... Well, it will be. I've been 
                         experimenting with integrating new 
                         robotic technology into this alloy. 
                         More to the point, making the robotics 
                         one with the alloy on a molecular 
                         level.

                                     LEX
                         I've never heard of technology working 
                         in such a way.

                                     PROFESSOR VALE
                         That's because I haven't perfected 
                         it yet. I'm still working on the 
                         finer details, like how to actually 
                         power the metallo. Once I do that, 
                         it's only a matter of baby steps 
                         before we accomplish the bigger task.

                                     LEX
                         Which is?

               Professor Vale is a little annoyed at having to explain all 
               of this, but he will anyway.  He opens his file and pulls 
               out a photograph. He places it on Lex's desk and Lex takes a 
               look.

               The photo is of a corpse, riddled with bullet holes. When 
               Lex sees this, he cringes ever so slightly and looks away.

                                     PROFESSOR VALE
                         This is a picture of a Metropolis 
                         police office after a shooting last 
                         month. Dead.

                                     LEX
                         Thank you. I see that.

                                     PROFESSOR VALE
                         It's a meaningless death. This man 
                         didn't have to die.

                                     LEX
                         To die a hero is considered an honor 
                         by some.

                                     PROFESSOR VALE
                         My point is, this man didn't have to 
                         die because we have the ability to
                                     (MORE)

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


                                     PROFESSOR VALE (CONT'D)
                         create officers capable of 
                         withstanding not just gunfire, but 
                         explosions, floods... The 
                         possibilities are endless.

                                     LEX
                         This is your project? Robots?

                                     PROFESSOR VALE
                         Androids. Cybernetic beings capable 
                         of saving us from ourselves.

                                     LEX
                         How poignant. But you haven't created 
                         one of these androids?

                                     PROFESSOR VALE
                         No.
                              (beat)
                         But I'm well on my way, and I believe 
                         that with enough time and with the 
                         proper resources I can make this 
                         work.

                                     LEX
                         Right. Well, I'll see what I can do.

                                     PROFESSOR VALE
                         Forgive me for being so blunt, but 
                         if you're just saying that to get me 
                         out of your office, I wish you'd 
                         tell me. At least then I could pursue 
                         other options. I hear that Wa--

                                     LEX
                         Professor, I told you that I would 
                         do what I can to help you. I am a 
                         man of my word.

               Professor Vale nods.

                                     PROFESSOR VALE
                         I'm sorry. I didn't mean to imply 
                         that you weren't. Thank you.

                                     LEX
                         It's fine. Now, if you'll excuse me.

                                     PROFESSOR VALE
                         Of course.

               Professor Vale smiles and turns to walk out.

                                     LEX
                         Professor.

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


               Vale turns around. Lex picks up the photo of the corpse and 
               holds it out for the Professor to take.

                                     LEX (CONT'D)
                         I don't think I'll be needing this.

               Professor Vale quickly grabs the picture from Lex and then 
               walks out of the room.

               Once Lex is alone, he looks down at the sample of metallo in 
               his hand. He is intrigued. 

               INT. DAILY PLANET BUILDING - PERRY WHITE'S OFFICE - DAY

               Clark is now sitting in front of PERRY WHITE. Perry has a 
               mess of papers on his desk, and another paper in his hand 
               which he is scanning.

                                     PERRY
                         Where did you go to college?

                                     CLARK
                         Here. I mean, Metropolis University.

                                     PERRY
                         And where have you been since you 
                         graduated?

                                     CLARK
                         Traveling some.  Seeing what's out 
                         there. I also wrote a little for the 
                         paper back home in Smallville. 

                                     PERRY
                         Right.  I got a call from your editor 
                         last week. Old friend of mine. She 
                         likes you.

               Perry puts the paper down and looks to Clark.

                                     PERRY (CONT'D)
                         My problem is that this isn't the 
                         Smallville Gazette.

                                     CLARK
                         Ledger. Smallville Ledger.

                                     PERRY
                         Hmm.

                                     CLARK
                         But Gazette's fine too.

                                     PERRY
                         It doesn't matter what it's called, 
                         Kent.
                                     (MORE)

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


                                     PERRY (CONT'D)
                         My point is that I'm not sure you're 
                         ready to be working at a paper like 
                         this.  You have telent, I'll give 
                         you that. I'm just not convinced 
                         that you're there yet. 

                                     CLARK
                         There?

                                     PERRY
                         There. Here... You know what I mean. 
                         You're not ready. Frankly, I wouldn't 
                         even be giving you a chance if it 
                         weren't for the reference.

                                     CLARK
                         But I am ready. I've been working 
                         toward this for a long time. And I 
                         didn't just study journalism at 
                         school. I took courses in astronomy, 
                         physics, bio--

                                     PERRY
                         I get it. You're smart.

                                     CLARK
                         My point is that I know a little bit 
                         about a lot of things and I'm willing 
                         to learn more about what I don't 
                         know. You've seen my writing and you 
                         know that I can do this. I'm just 
                         asking for a chance.

               Perry takes a moment to consider this. He looks Clark up and 
               down, admiring the kid's drive.

                                     PERRY
                         You remind me of a kid I used to 
                         know. Came from nowhere and worked 
                         his way up.
                              (beat)
                         I'll give you a chance, kid.  Nothing 
                         fancy, just a small piece in the 
                         Metropolis Life section.  A fluff 
                         piece to fill a couple of paragraphs. 
                         After that... Well, after that we'll 
                         see how it goes.

               Clark smiles and stands up, extending a hand to shake Perry's.

                                     CLARK
                         Thank you, sir.

               Perry shakes Clark's hand.

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


               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Clark and Perry walk out of the office. Perry walks Clark 
               through the room, giving him a quick tour.

                                     PERRY
                         I don't have time to give you the 
                         whole tour. Suppies are back there 
                         and if you need anything else, just 
                         ask someone.

               They reach an empty desk, which is right next to Lois'. She 
               doesn't look up from her computer.

                                     PERRY (CONT'D)
                         Use this desk for now. I'll be in my 
                         office.

               Perry turns and walks back toward his office.

               Clark takes a seat at his desk and tries to get a feel for 
               it. He turns on his computer screen and sits back in his 
               chair.

               After a moment, his attention turns to Lois. She still doesn't 
               look in his direction.

                                     CLARK
                         Hi.

               No response.

                                     CLARK (CONT'D)
                         Okay then.

               Clark turns back to his computer. After a moment, Lois types 
               a quick sentence into her computer.  Once she's finished 
               with the thought, she sits back in her chair.

                                     LOIS
                         I guess you're the new guy?

               Clark looks at her again. Finally, she looks at him.

                                     CLARK
                         Hmm?

                                     LOIS
                         You're the new guy. Yes?

                                     CLARK
                         Yes.

               Lois looks him up and down.

                                     LOIS
                         Nervous?

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


                                     CLARK
                         No.

               Lois smiles.

                                     LOIS
                         I'm Lois.

                                     CLARK
                         Clark Kent.

                                     LOIS
                         Nice to meet you, Clark.

                                     CLARK
                         You too. 

               Lois turns back to her computer and resumes her work.

                                     LOIS
                              (under her breath)
                         I give you a week, tops.

               Lois assumes that Clark can't hear her, of course.

               Of course, she is wrong. He's a little thrown by the comment 
               as he turns toward his computer screen. After shaking off 
               Lois' comment, he looks around his desk and the room. Things 
               are looking up.

               INT. DAILY PLANET BUILDING - CITY ROOM - NIGHT

               FIVE YEARS LATER

               Clark's desk is now full of pictures, papers and notes. He's 
               made it his own. He is currently sitting in his chair, wearing 
               a more expensive suit, talking on the phone. He's not happy.

                                     CLARK
                         I understand that, but the crime 
                         rates in Suicide Slum have increased 
                         by twenty percent in the last five 
                         years. How can you deny this?
                              (beat)
                         I understand that. That's why it's 
                         called Suicide Slum. 
                              (beat)
                         That doesn't excuse the lack of police 
                         protection for its citizens.
                              (beat)
                         There have been six convenience store 
                         robberies in the past week. Two 
                         apartments were robbed while the 
                         families were held at gunpoint. Three 
                         carjackings. An attempted rape. One 
                         man was killed and two others were 
                         shot. What is being done to put an 
                         end to this crime spree? 

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


               The line goes dead. Clark stops mid-sentence as he realizes 
               this.

                                     CLARK (CONT'D)
                         No comment. Of course there's no 
                         comment.

               Clark turns toward Lois' desk where she is working on a story 
               of her own.

                                     CLARK (CONT'D)
                         That's the third time this week.

                                     LOIS
                         Maybe you're losing your charm, 
                         Smallville. I, on the other hand, 
                         just scored the interview of a 
                         lifetime.
                              (beat)
                         Well, the interview of the week 
                         anyway. 

                                     CLARK
                         The mayor?

                                     LOIS
                         Nope. Lex Luthor.  He's agreed to 
                         give me a one-on-one interview after 
                         the opening of the new Luthor Medical 
                         Research Center.

                                     CLARK
                         Good luck. Talking to that man is 
                         like talking to a brick wall.

                                     LOIS
                         For most reporters. For me, it is 
                         just another challenge to be met and 
                         conquered.

                                     CLARK
                         Yeah.  You might want to look over 
                         your personel file.  Make sure your 
                         "next of kin" contact number is up 
                         to date.

                                     LOIS
                         So, I'm guessing you believe the 
                         rumors.

                                     CLARK
                         I'm starting to.

               Lois stands up.

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


                                     LOIS
                         This is why nobody trusts the media 
                         anymore.  Every time someone makes a 
                         few bucks, every paper in the world 
                         tries to bring them down.  Score the 
                         next big headline. By the time there's 
                         actual news to report, nobody wants 
                         to listen.

                                     CLARK
                         So, I'm guessing you don't believe 
                         the rumors.

                                     LOIS
                         I neither believe nor disbelieve the 
                         rumors. Until I see hard evidence, I 
                         remain impartial. That's what good 
                         reporters do. Report facts, not spread 
                         gossip. Frankly, I'm surprised that 
                         you're so quick to judge. You're 
                         usually all ethical and stuff.

                                     CLARK
                         It's getting harder to see the glass 
                         half full. It seems like we're writing 
                         the same headlines every day. I'm 
                         starting to think everyone has 
                         something to hide these days. 

                                     LOIS
                         Everyone does.
                              (beat)
                         Besides you. You're this big ball of 
                         boy scout goodness and it was only a 
                         matter of time before this job wore 
                         you down. You have to stop letting 
                         the world get to you.

                                     CLARK
                         How?

                                     LOIS
                         I wish I could tell you.  It's just 
                         something you have to learn for 
                         yourself. Like riding a bike, or the 
                         birds and the bees.
                              (off Clark's puzzled 
                              reaction)
                         My parents worked a lot.

                                     CLARK
                         Seems like.

                                     LOIS
                         Anyway, it's late. I'm getting out 
                         of here. You should do the same. Get 
                         something to eat. Sleep. Come at it 
                         again in the morning.

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


                                     CLARK
                         Sage advice. Want to grab some dinner?

                                     LOIS
                         I would, but I have a date.

               Clark's a little disappointed by this. Lois doesn't notice.

                                     CLARK
                         Richard?

                                     LOIS
                         Yup. Third time's a charm, right?  
                         Who knows. Maybe I found me a good 
                         one for a change.

                                     CLARK
                         Good luck.

               Lois grabs her coat and starts to walk away.

                                     LOIS
                         Thanks. I need all the help I can 
                         get. G'night.

                                     CLARK
                         G'night.

               Once Lois is gone, Clark is the only person remaining in the 
               office. He looks at a stack of notes, but doesn't feel much 
               like writing. He gets up, grabs his coat and walks out of 
               the office.

               EXT. METROPOLIS STREET - NIGHT

               Clark walks down the street. As he walks, MANY SOUNDS FLOOD 
               HIS EARS. He is finding it hard to ignore the sounds, which 
               include babies crying, couples fighting, people laughing, 
               cars honking and sirens wailing their way across town.

               Suddenly, a loud scream breaks through all of the other 
               noises. This is a sound which he would have heard with or 
               without super hearing.

               Clark looks up in time to see a MUGGER grab the purse of a 
               WEALTHY OLDER WOMAN who has been knocked to the ground. The 
               mugger is holding a gun to the woman's head.

                                     WEALTHY OLDER WOMAN
                         No. Please no. Take it!

                                     MUGGER
                         I want your jewelry.

               The mugger snatches the woman's necklace right off of her 
               neck and shoves it into his pocket.

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


                                     MUGGER (CONT'D)
                         Now give me the earings, or I'll 
                         take them the same way I took the 
                         necklace.

               Clark looks around the street. Several people are watching 
               this happen, but nobody is doing anything to stop it.  This 
               confuses Clark.

               As the woman struggles to get her earrings off, Clark takes 
               a few steps toward the mugger, but hesitates as he thinks of 
               what he will do.  Finally, he decides to just go for it and 
               walks toward the mugger with more determination.

                                     CLARK
                         Hey!

               The mugger turns toward Clark, aiming the gun at Clark.

                                     MUGGER
                         Don't be a hero.

                                     CLARK
                         I'm not a hero.

                                     MUGGER
                         Good.

               The wealthy older woman notices that the mugger's attention 
               is off of her and attempts to sneak away. The mugger quickly 
               sees this and turns the gun back to her.

                                     MUGGER (CONT'D)
                         Stop!

                                     CLARK
                         No!

               Clark starts to take a step toward the mugger. When the mugger 
               sees this, he turns the gun back to Clark. The gun goes off.

               THE WORLD SLOWS DOWN around Clark.

               The bullet makes it's way from the gun, toward Clark's chest. 
               Clark watches it get closer and closer. He could easily swat 
               it out of the way, but that would attract too much attention. 
               He looks around to see how many people are watching. There 
               are too many to overlook any use of super powers.

               The bullet gets closer and closer to Clark.

               Finally, THE WORLD RESUMES NORMAL SPEED.

               The bullet hits Clark in the gut. Clark stumbles back a little 
               and puts his hand on his stomach.

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


               The wealthy older woman screams. The crowd gasps. The mugger 
               and Clark lock eyes, both of their eyes widening as they 
               start to panic.

               The mugger takes off down the street.

                                     WEALTHY OLDER WOMAN
                         Someone call 911!

               The wealthy older woman stands up and looks at Clark.

                                     WEALTHY OLDER WOMAN (CONT'D)
                         Are you okay?

               Clark keeps his hand over the bullet hole in his suit as he 
               looks down, pretending to examine the damage.  Finally, he 
               looks back up at the woman and the crowd around her.

                                     CLARK
                         Blanks.
                              (beat)
                         They were blanks.

               The woman lets out a sigh of relief. Clark turns to face a 
               wall, taking a deep breath of his own and buttoning his jacket 
               as discreetly as possible.

               A police car pulls up. Clark looks toward it, wondering how 
               to explain all of this.

               INT. CLARK'S APARTMENT - LIVING ROOM - NIGHT

               Clark walks into his apartment and tosses his coat onto the 
               couch as he walks toward the bedroom.

               INT. CLARK'S APARTMENT - BATHROOM - NIGHT

               Clark walks into the bathroom and turns on the light. He 
               stands in front of the mirror, looking at the hole in his 
               shirt.

               He unbuttons his shirt and opens it, revealing an undershirt 
               with a bullet hole in it.

               He lifts the undershirt revealing the completely undamaged 
               skin beneath. He looks at the reflection for a moment.

               THE PHONE RINGS. Clark looks toward the bedroom and finally 
               leaves the bathroom, turning off the light behind him.

               The PHONE RINGS AGAIN, but this time it's answered mid-ring.

                                     CLARK (O.S.)
                         Hello?
                              (beat)
                         Hi, Mom.
                                     (MORE)

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


                                     CLARK (O.S.) (CONT'D)
                              (beat)
                         Well... I was shot in the stomach.
                              (beat)
                         Yeah, it's ruined. 
                              (beat)
                         The one you gave me for Christmas.
                              (beat)
                         I know. I liked the shirt too.

               INT. KENT HOUSE - LIVING ROOM - NIGHT

               Martha is on the phone with Clark.

                                     MARTHA
                         Did anyone see you get shot?

               intercut with:

               INT. CLARK'S APARTMENT - LIVING ROOM - NIGHT

               Clark walks out of the bedroom with the phone in his hand.

                                     CLARK
                         Actually, yeah.  There were a few 
                         people watching. I was trying to 
                         stop a mugger.

                                     MARTHA
                         Did you?

                                     CLARK
                         He ran. I couldn't really do anything 
                         about it. I told everyone that he 
                         was using blanks.

                                     MARTHA
                         And they believed you?

                                     CLARK
                         No reason not to. How many times 
                         have you suspected someone of being 
                         from another planet?

                                     MARTHA
                         You didn't live through the 60's.

               Martha waits for a chuckle, but none comes.

                                     MARTHA (CONT'D)
                         Clark, are you okay?

                                     CLARK
                         I'm really not.

               Martha's not sure what to say. She knows what's bothering 
               Clark, but she has no way of making it better. Especially 
               over the phone.

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


                                     MARTHA
                         Listen. Pete and Lana are in town. 
                         I'm having them over for dinner 
                         tomorrow.

                                     CLARK
                         I don't know.

                                     MARTHA
                         It'll do you some good to be around 
                         people who know. You've been so 
                         isolated lately.

                                     CLARK
                         I'll see if I can make it.

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Clark is sitting at his desk, typing away at his computer 
               when JIMMY OLSEN walks up to him.

                                     JIMMY
                         Clark.

               Clark looks up.

                                     JIMMY (CONT'D)
                         Have you checked out the John Corben 
                         blog?

                                     CLARK
                         No. Why?

                                     JIMMY
                         I just thought you might wanna.

               Jimmy looks up and sees Perry walking toward them.

                                     JIMMY (CONT'D)
                         Or you might want to play sick. A 
                         little post traumatic stress. 
                         Something like that.

                                     CLARK
                         Jimmy, what are you talking about?

               Perry reaches the desk. He doesn't appear happy. He looks at 
               Jimmy.

                                     JIMMY
                         I should go develope some film.

                                     PERRY
                         Develope--? How many times have I 
                         told you to use digital?

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


                                     JIMMY
                         But film has more depth. More 
                         personality.

                                     PERRY
                         We're not opening an exhibit, we're 
                         printing the news. Digital can be up 
                         on the website in five minutes.

                                     JIMMY
                         Yessir.
                              (to Clark)
                         I'll see you later.

                                     CLARK
                         See ya.

               Jimmy walks off. Perry pulls up a chair and sits near Clark.

                                     PERRY
                         Would you say that I'm a nice guy, 
                         Clark?

                                     CLARK
                         I... guess so. Yes.

                                     PERRY
                         Easy going? Not one of those bosses 
                         that everyone hates?

                                     CLARK
                         Sure.

                                     PERRY
                         So, why do you hate me?

                                     CLARK
                         I don't.

                                     PERRY
                         You don't hate me?

                                     CLARK
                         Sir, did I...? What's...? Huh?

                                     PERRY
                         We're a newspaper, Kent. We report 
                         the news, correct?

                                     CLARK
                         Yes.

                                     PERRY
                         Then why is there a police report 
                         online which claims that you were 
                         not only witness to, but the victim 
                         of a shooting last night?

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


                                     CLARK
                         I-- It was blanks.

                                     PERRY
                         You had a gun aimed at you. The 
                         trigger was pulled. You don't see a 
                         story here?

               Clark doesn't respond.

                                     PERRY (CONT'D)
                         Your life flashed before your eyes.  
                         Your heart was pounding in your chest.  
                         For a moment, you thought you might 
                         have been shot. You thought you were 
                         dying.  For a moment, the rest of 
                         the world didn't exist and you saw a 
                         light at the end of a tunnel.

                                     CLARK
                         I did?

                                     PERRY
                         Work with me. There's a story here.  
                         Not only that, but it fits in with 
                         the series you've been working on. 
                         The only way this could be better is 
                         if you were actually shot. And you 
                         know what I mean by that so don't 
                         get all emotional.

                                     CLARK
                         I'm sorry, sir. I'll work on it.

                                     PERRY
                         Damn straight, you will. And I will 
                         never see a story like this on that 
                         hack's blog ever again, right?

               Perry stands up.

                                     PERRY (CONT'D)
                         I'll be in my office.

               Perry walks away.

                                     PERRY (CONT'D)
                         What does that mean anyway? "Blog."

               Clark turns back to his computer and pulls up John Corben's 
               website. On it are links to several stories relating to crimes 
               in Metropolis under the headline "War On The Streets".

               Clark clicks on one of the stories and begins reading.

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


               EXT. LUTHOR MEDICAL RESEARCH CENTER - DAY

               A CROWD is gathered in front of the building for it's opening.  
               Lex is standing on a small platform in front of the crowd. 
               Next to him stand several doctors and men in suits.

                                     LEX
                         Ladies, gentlemen and members of the 
                         press, it is an honor to welcome you 
                         here today as we take another step 
                         toward the future.  The Luthor Medical 
                         Research Center has been a dream of 
                         mine since I was a child, watching 
                         helplessly as disease claimed the 
                         life of my beloved mother.  Since 
                         that time, I have wanted to do my 
                         part to aid in the battle against 
                         not only disease, but all of the 
                         physical setbacks that keep us from 
                         achieving our true potential.  I 
                         won't bore you with drawn out speeches 
                         and self-congratulatory rhetoric. 
                         That is not what this day is about.  
                         This day is about the dawning of 
                         what I hope will be a new era of 
                         medical research. Already, I have 
                         assembled a team of the world's most 
                         skilled scientists to face this task 
                         and they have begun work on some 
                         very exciting experiments which I 
                         look forward to sharing with you in 
                         the coming years.

               ANGLE ON : THE CROWD

               Lois and Jimmy stand with the rest of the crowd, watching 
               Lex speak. Jimmy snaps a few photos with a digital camera. 
               He's having a difficult time with the camera.

                                     LOIS
                         I thought he said he wasn't going to 
                         make a drawn out speech.

                                     JIMMY
                         Well, I hope he keeps talking. I 
                         can't get this camera to work right.

                                     LOIS
                         Is the lense cap on?

                                     JIMMY
                         No.

               Jimmy pushes a button and it BEEPS.

                                     JIMMY (CONT'D)
                         Ah.

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


               Jimmy aims the camera again and takes a picture. He looks at 
               the shot on the camera's screen.

                                     JIMMY (CONT'D)
                         Works now.

                                     LOIS
                         Great. I think he's just about to 
                         get around to the self-congradulatory 
                         rhetoric.

                                     LEX
                              (continuing the speech)
                         So I thank you. With your help, we 
                         really can make this world a brighter 
                         place.

                                     LOIS
                         Okay, I guess I was wrong.

                                     LEX
                         I am but the monetary supplier. 

                                     LOIS
                         Or not.

                                     LEX
                         I am a small part of this larger 
                         machine. The millions of dollars 
                         given to fund this facility are 
                         nothing compared to the dedication 
                         of those who will work here. The 
                         support given to them by the city of 
                         Metropolis -and indeed, the world - 
                         will drive them more than any amount 
                         of money ever could.
                              (beat)
                         Without further delay, I present to 
                         you the Luther Medical Research 
                         Center. I present to you the future 
                         of mankind!

               The crowd applauds. Lois claps despite being a little bored.

               Meanwhile, Lex is busy shaking hands and greeting guests. 
               Lois keeps her eye on him, waiting for her chance.

                                     LOIS
                              (to Jimmy)
                         When we get inside, keep up. I don't 
                         want to miss a thing.
                              (beat)
                         Oh, and make sure you get his 
                         reactions to the hard hitting 
                         questions. If I hit on something, I 
                         want to see the look on his face 
                         plastered all over the front page.

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


                                     JIMMY
                         I'll do what I can.

               Lex turns and starts to walk toward the building. Lois starts 
               after him.

                                     LOIS
                         Let's go.

               Jimmy follows.

                                     JIMMY
                         Shouldn't we wait until someone calls 
                         us?

                                     LOIS
                         A lesson for you Jimmy. Always try 
                         to keep them off balance. Once you 
                         let them dictate the order of things, 
                         you might as well be their PR guy.

               As Lois and Jimmy get closer to the building, a GUARD steps 
               in front of them.

                                     GUARD
                         I'm sorry, but the tours haven't 
                         begun yet.

                                     LOIS
                         That's okay. I'm getting mine from 
                         Mr. Luthor. If you'll just let me 
                         in.

                                     GUARD
                         You must be Miss Lane.

                                     LOIS
                         You've heard of me. I'm touched.

                                     GUARD
                         Lois Lane, Daily Planet. It's on the 
                         guest list.

                                     LOIS
                         Oh.

                                     GUARD
                         You'll have to wait a little longer, 
                         Miss Lane. Mr. Luthor will let me 
                         know when he's ready to see you.

                                     JIMMY
                         So much for keeping him off balance.

                                     GUARD
                         And the kid will have to wait out 
                         here.

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


                                     JIMMY
                         Kid?

                                     LOIS
                         He's my photographer.

                                     GUARD
                         Invitation for one person only. I'm 
                         sure the boy got enough pictures 
                         during the speech.

                                     JIMMY
                         Jimmy-- Jim  Olsen. Not kid. Not 
                         boy. Mr. Olsen if you want.

                                     GUARD
                              (ignoring Jimmy)
                         Sorry. I don't make the rules.

                                     LOIS
                         Whatever. Just let me know when he's 
                         ready.

               The guard nods. Lois and Jimmy turn and start to wander back 
               toward the crowd.

                                     JIMMY
                         A lesson for you, Lois...

               Lois shoots Jimmy a look that warns him not to continue.

                                     JIMMY (CONT'D)
                         I mean, Miss Lane.

                                     LOIS
                         Do you have any smaller cameras?

                                     JIMMY
                         Not on me.

                                     LOIS
                         Damn.

                                     JIMMY
                         Sorry.

                                     LOIS
                         You might as well go back to the 
                         office.

                                     JIMMY
                         You sure? I could wait.

                                     LOIS
                         No thanks, Jim. I'm good.

               Jimmy nods and walks off. Lois sits on a nearby bench and 
               starts waiting.

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


               INT. LUTHOR MEDICAL RESEARCH CENTER - LEX'S OFFICE - DAY

               Lex is sitting at his desk in the new office, which looks 
               nothing like his other office. It has a much more high-tech 
               feel to it.

               On his computer monitor is video from the security cameras. 
               On the video, Lex watches Lois wait for him. She checks her 
               watch and sighs.

               Lex grins. He's in control of this situation.

               Lex hits the intercom.

                                     LEX
                         Miss Ambrose.

                                     MISS AMBROSE (V.O.)
                         Yes, sir?

                                     LEX
                         Wait another ten minutes and then 
                         tell Miss Lane that she can wait in 
                         the hall.

               INT. LUTHOR MEDICAL RESEARCH CENTER - HALLWAY - DAY

               Lois is pacing in the hallways as the guard from before stands 
               nearby to keep an eye on her. She smiles and waves at him, 
               growing more impatient. As she looks at her watch, Lex turns 
               the corner and walks toward her. When she sees him, Lois 
               pulls out her pad and pen.

                                     LEX
                         Miss Lane, I presume?

                                     LOIS
                         Mr. Luthor. How nice of you to meet 
                         with me.

                                     LEX
                         I hope I didn't keep you waiting.

                                     LOIS
                         Not at all.

                                     LEX
                         Good. Shall we? There are a lot of 
                         exciting things to show you in this 
                         facility.

                                     LOIS
                         I'm sure there are, but I'm not here 
                         to write an ad for you. I think you 
                         should know that.

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


                                     LEX
                         Of course. What is it they say?
                              (beat)
                         "Hit me with your best shot."

                                     LOIS
                         Tell me that you didn't just start 
                         off the interview by quoting Pat 
                         Benatar.

                                     LEX
                         We all have our weaknesses, Miss 
                         Lane.

               Lois writes something in her pad.

                                     LEX (CONT'D)
                         I thought most reporters used digital 
                         recorders these days.

                                     LOIS
                         It's running in my purse.
                              (beat)
                         Shall we?

               Lex nods and starts leading Lois down the hall.

               INT. LUTHOR MEDICAL RESEARCH CENTER - OTHER HALLWAY - DAY

               Lex continues to lead Lois as he conducts a tour and she 
               conducts an interview.

                                     LEX
                         The entire east wing of the center 
                         is a functional hospital, complete 
                         with emergency room, and surgical 
                         facilities. It's equipped with the 
                         latest technology, of course. All in 
                         an effort to provide the common 
                         citizens of Metropolis with the best 
                         care at prices they can afford.

               Lex motions toward a door.

                                     LEX (CONT'D)
                         In here we have the lab of Dr. Aaron 
                         Strong. He's working on developing a 
                         type of cancer vaccine that uses 
                         spores found in the Alaskan forests. 
                         I'm sure he could explain it much 
                         better than I, but it's fascinating 
                         to hear about.

                                     LOIS
                         Cancer cure. Great.
                                     (MORE)

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


                                     LOIS (CONT'D)
                         So, how do you respond to rumors of 
                         LexCorp emissions far exceeding the 
                         legal limits in almost all of your 
                         manufacturing plants? I bet they're 
                         not helping the cancer rates very 
                         much.

                                     LEX
                         I've only recently been made aware 
                         of such rumors and I assure you that 
                         I'm making every effort to get to 
                         the bottom of the situation.  I 
                         thought I'd hired a team of managers 
                         that I could trust to run my plants 
                         effectively and safely, and I'm truly 
                         saddened to think that my trust might 
                         have been betrayed.

               Lois nods and makes a note.

                                     LOIS
                         So these managers are going to be 
                         fired?

                                     LEX
                         If it's discovered that they've been 
                         neglecting their duties, absolutely. 
                         At LexCorp we take the safety of the 
                         environment as seriously as those of 
                         our own employees. Our own families.

                                     LOIS
                         Right. In your speech, you made 
                         mention of your mother. How do you 
                         think she'd react to the opening of 
                         this center?

                                     LEX
                         I would hope that she'd be proud. 
                         Though it might be too late to help 
                         her, I think that she would be happy 
                         that I was doing something in my own 
                         way to help the world's growing health 
                         concerns. To truly make the world a 
                         better place, free of disease.

               As Lex says this, Professor Vale walks down the hallway. 
               Vale isn't paying attention to where he is going. He's looking 
               over papers and making notes on them.

               As he walks, Professor Vale bumps into Lois. Both drop their 
               papers. As they bend down to pick them up, Lois sees the 
               word "metallo" on one of the papers. She doesn't think much 
               of it and moves on.

                                     PROFESSOR VALE
                         I'm sorry. My mind isn't here today.

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


                                     LOIS
                         Don't worry about it.

               Professor Vale smiles and walks off. Lois turns back to Lex.

                                     LOIS (CONT'D)
                         One of your doctors?

                                     LEX
                         Yes.  I can't discuss his project 
                         right now, but I think it's safe to 
                         say that it could change the face of 
                         Metropolis- and the world really- as 
                         we know it.

                                     LOIS
                         Lovely.
                              (beat)
                         Now, you mentioned that your mother 
                         died of a disease?

                                     LEX
                         Yes.

                                     LOIS
                         I thought I read that your mother 
                         burned to death in an apartment fire.

               Lex takes a moment and then looks down.

                                     LEX
                         Both are true, really. It's a hard 
                         topic for me to discuss.

                                     LOIS
                         I understand. If you'd rather not...

                                     LEX
                         No.
                              (beat)
                         My mother was sick. For a year I 
                         watched her grow weaker and weaker 
                         before my eyes. The woman that I 
                         knew was gone long before her death, 
                         and my father couldn't stand to watch 
                         her suffer any longer.

                                     LOIS
                         Are you saying that your father killed 
                         her?

                                     LEX
                         I'm saying that my father was human, 
                         Miss Lane. With all of the weaknesses 
                         that we all have.

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


                                     LOIS
                         But he did set the fire that killed 
                         her?

                                     LEX
                         And himself.

               Lois makes a note.

                                     LOIS
                         How did you learn about this? If you 
                         don't mind my asking.

                                     LEX
                         I was at work. This was before I had 
                         the security that I have today.  I 
                         was working in a small print shop 
                         across town. I remember a police 
                         officer coming into the shop with my 
                         family's minister and I knew right 
                         away that something was terribly 
                         wrong.

                                     LOIS
                         I'm sorry.

                                     LEX
                         For years I hated my father for what 
                         he did, but once I learned to see 
                         what he was going through, I learned 
                         that illness doesn't just hurt those 
                         infected. Those around the ill can 
                         also be made weak.

                                     LOIS
                         Interesting.

                                     LEX
                         But enough about myself. Let me show 
                         you our genetics lab.

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Clark is at his desk, reading a website. Lois slumps into 
               her chair next to Clark.

                                     LOIS
                         I've never interviewed someone for 
                         so long without getting anything 
                         interesting to write. 

                                     CLARK
                         Interview didn't go well?

                                     LOIS
                         It was like listening to white noise 
                         for an hour.
                                     (MORE)

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


                                     LOIS (CONT'D)
                         Either this guy is squeakier than 
                         you or he's an evil genius. I'm kinda 
                         leaning toward the latter.

               Clark smiles.

                                     CLARK
                         What happened to journalistic 
                         impartiality?

                                     LOIS
                         I still have it. It's just asleep, 
                         next to the part of my brain that's 
                         been listening to the man speak all 
                         day.

                                     CLARK
                         Do you at least have something to 
                         write about?

                                     LOIS
                         I'm sure I'll work it out. I am 
                         brilliant after all.
                              (beat)
                         How about you? Any breaking news?

                                     CLARK
                         Besides the fact that Perry had me 
                         write a story about my near death 
                         experience last night?

                                     LOIS
                         Huh?

               Clark moves over and shows Lois his computer screen with 
               John Corben's page loaded on it. The story about Clark is 
               displayed.

                                     LOIS (CONT'D)
                         Wait... You were almost killed?

                                     CLARK
                         The guy was shooting blanks.

               Lois smirks.

                                     CLARK (CONT'D)
                         I wasn't almost killed.

                                     LOIS
                         Still, it had to be scary right?

                                     CLARK
                         Yeah. It was scary.

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


                                     LOIS
                         So Corben scooped you on a story 
                         about you? That's just not making 
                         you look good.

                                     CLARK
                         Thank you.
                              (beat)
                         So, what do you know about John 
                         Corben?

                                     LOIS
                         What do you mean?

                                     CLARK
                         I mean, I've been reading his site 
                         all day and something seems off about 
                         it. I can't put my finger on it.

                                     LOIS
                         Well, it wouldn't be the first time. 
                         John isn't know for his integrity.

                                     CLARK
                         You know him?

                                     LOIS
                         Used to. He worked here a while before 
                         you. Actually, you're sitting at his 
                         desk.

                                     CLARK
                         What happened?

                                     LOIS
                         Perry found out that John wasn't 
                         into checking facts, he was more 
                         into making them up. Half of what he 
                         wrote was fictional. Made the Planet 
                         look like a joke. Made Perry look 
                         worse.
                              (beat)
                         Perry trusted him. He was ivy league, 
                         smart... Everything that's supposed 
                         to make a good reporter. After that, 
                         Perry changed. He went for people he 
                         thought he could trust rather than 
                         people who just had an impressive 
                         resume. That would be why you're 
                         here.

                                     CLARK
                         And yet somehow Corben's website 
                         still attracts all of this attention.

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


                                     LOIS
                         As far as I know, the stories on his 
                         site are legit. The guy still seems 
                         a little strange to me, but he has a 
                         talent for getting to the scene before 
                         anyone else.

               Clark sits back in his chair and thinks this over.

                                     CLARK
                         Still, something seems off.

                                     LOIS
                         Let me know if you figure it out.  
                         Until then I have to go listen to my 
                         Luthor interview and try to put a 
                         few paragraphs together without 
                         sounding like I'm on the payroll.

                                     CLARK
                         Good luck.

               INT. LUTHOR MEDICAL RESEARCH CENTER - VALE'S LAB - NIGHT

               Professor Vale's lab is a dark room that's filled with a lot 
               of semi-creepy robotics equipment. At the moment, Professor 
               Vale is sitting at a desk, looking down at a small rod made 
               of metallo.

               Lex walks into the lab behind him.

                                     LEX
                         It's late, Professor. Please tell me 
                         that there's good reason for this 
                         meeting.

                                     PROFESSOR VALE
                         There is. Look.

               Lex walks to the desk and looks at the rod.

                                     LEX
                         It looks like a piece of metal.

                                     PROFESSOR VALE
                         But it's not. This is the latest 
                         metallo experiment. The piece of the 
                         puzzle that makes the picture clear.

                                     LEX
                         And yet, it looks like a piece of 
                         metal.

                                     PROFESSOR VALE
                         Watch.

               Professor Vale grabs some jumper cable-type wires from under 
               the table and attaches them to the rod.

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


               He then presses a button which activates the power.

               The lights in the room dim.

               EXT. LUTHOR MEDICAL RESEARCH CENTER - NIGHT

               Every light in the building dims, along with the lights of 
               several other nearby buildings.

               INT. LUTHOR MEDICAL RESEARCH CENTER - VALE'S LAB - NIGHT

               Lex looks around the room, noticing the power drain. He looks 
               back at the metallo rod and notices the rod bend itself into 
               a square.

               Professor Vale shuts the power off. The metallo returns to 
               its rod form.

               Lex stands in silence for a moment.

                                     LEX
                         That's it? That is the breakthrough?

                                     PROFESSOR VALE
                         It may not look like much, Mr. Luthor, 
                         but it is. There are no standard 
                         mechanics in the metallo. No joints. 
                         No weak spots. The metal is as strong 
                         as any substance on the planet and 
                         can move as freely as the human body, 
                         given the proper programming and 
                         energy.

                                     LEX
                         Can you make full scale androids out 
                         of this?

                                     PROFESSOR VALE
                         Yes. I could mold the body at any 
                         time. The only setbacks will be the 
                         power supply and the central 
                         processor. The computing power needed 
                         to process the metallo commands would 
                         be extraordinary. This rod is only 
                         capable of the most basic commands 
                         and those are preprogrammed.

                                     LEX
                         Do we have the ability?

                                     PROFESSOR VALE
                         We may on some larger level. The 
                         challenge will be to scale it down 
                         to a reasonable size without losing 
                         any functionality. In essence, I 
                         would have to find a computer capable 
                         of functioning on the same level as 
                         the human brain.

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


                                     LEX
                         Do it. I want a prototype ready within 
                         the month.

                                     PROFESSOR VALE
                         But--

                                     LEX
                         No excuses, Professor. This won't 
                         just give the Center the publicity 
                         it needs. It will put LexCorp on the 
                         map as the only source for law 
                         enforcment robotics. Do you know 
                         what that would mean for me?

                                     PROFESSOR VALE
                         Millions of dollars.

               Lex chuckles and shakes his head. Vale just doesn't get it.

                                     LEX
                         Get back to work. 

               INT. DAILY PLANET BUILDING - CITY ROOM - NIGHT

               While it is dark out, there are still plenty of people working 
               in the office. 

               Clark is going over news reports on the Daily Planet's 
               website. Lois is still at her desk, just finishing up her 
               piece on Lex Luthor. After finishing, she sits back and rubs 
               her eyes.

                                     LOIS
                         I feel a sudden need to wash my hands.

               Clark doesn't respond. He is flipping back and forth between 
               the Planet's site and Corben's site.

                                     LOIS (CONT'D)
                         Clark?

               Lois looks back at Clark's screen.

                                     LOIS (CONT'D)
                         You're still reading crime reports? 
                         You're going to drive yourself insane. 
                         Or at least blind.

                                     CLARK
                         Only a few more minutes, Mom? Please?

                                     LOIS
                         Ha ha. At least tell me you're onto 
                         some kind of story here and not just 
                         obsessed with creepy stuff.

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


                                     CLARK
                         Other than the fact that Corben is a 
                         hack writer who only writes about a 
                         handful of the crimes down in Suicide 
                         Slum while ignoring the others? Not 
                         really.

                                     LOIS
                         Maybe he only reports on the really 
                         bad ones?

                                     CLARK
                         No. He's completely ignored murders, 
                         rapes, and child abductions. He 
                         usually focuses on armed robberies 
                         and stuff like that.

                                     LOIS
                              (sarcastic)
                         Weird. Who would have thought John 
                         Corben was a half-assed reporter?

               Lois stands up and stretches.

                                     LOIS (CONT'D)
                         I'm gonna get going. I have a date.

                                     CLARK
                         Richard?

                                     LOIS
                         John. Richard's not getting past the 
                         third date.

                                     CLARK
                         I thought you liked him.

                                     LOIS
                         I thought I did. Then, the last time 
                         we went out I spend the whole night 
                         wondering why I liked him. He's not 
                         incredibly bright or funny. I'm not 
                         comfortable around him. Good looking, 
                         yes.
                              (beat)
                         I just want someone who will wow me. 
                         Sweep me off my feet. Bring me soup 
                         when I'm sick.

                                     CLARK
                         Sweeping and food preparation. Sounds 
                         more like you want a maid.

                                     LOIS
                              (smiling)
                         Whatever, Smallville. At least I 
                         date. 

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


               Clark looks at his watch.

                                     CLARK
                         Actually, I have dinner plans tonight. 
                         With an old girlfriend.

               INT. KENT HOUSE - FOYER/LIVING ROOM - NIGHT

               Martha opens the front door and smiles when she sees LANA 
               LANG and PETE ROSS standing outside. Lana is very pregnant.

                                     MARTHA
                         Lana! Pete! Come in here. Let me 
                         have a look at you.

                                     PETE
                         Hi, Mrs. Kent.

                                     MARTHA
                         We're all grown up now, Pete. Call 
                         me Martha.

                                     PETE
                         That would be weird, Mrs. Kent.

               Martha gives Pete a hug, and then Lana.

                                     MARTHA
                         Lana, you look amazing. Exactly the 
                         same as you did ten years ago. Pete, 
                         are you putting on weight?

               Everyone laughs.

                                     LANA
                         So, is Clark coming tonight?

                                     MARTHA
                         He's here. He's just too rude to 
                         come to the front door. Come inside.

               Pete and Lana walk further into the house as Martha closes 
               the door. They walk into the living room where Clark is 
               sitting in jeans and a t-shirt, with his laptop in front of 
               him.

                                     PETE
                         Clark!

               Clark looks up and sees Pete and Lana. He puts his laptop 
               down and stands up.

                                     CLARK
                         Hey. Sorry.

                                     PETE
                         Big breaking news?

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


                                     CLARK
                         Actually, the same old story. Just a 
                         lot more of it these days.

                                     LANA
                         You look worn.

               Clark looks at Lana.

                                     CLARK
                         You look pregnant. How are you 
                         feeling?

                                     LANA
                         Y'know, now that you mention it, 
                         pregnant sounds just about right.

                                     CLARK
                         Sit.

                                     LANA
                         Yes, sir.

               Lana walks to where Clark is sitting and takes a look at his 
               laptop. She winces and shuts it.

                                     LANA (CONT'D)
                         Sorry. Weird things make me nauseous 
                         these days. Murder scene photographs 
                         would be one of them.

                                     MARTHA
                         It's about time Clark put work aside 
                         anyway. Dinner's almost done.

                                     LANA
                         It smells great.

                                     PETE
                         I hope you made a lot.

                                     MARTHA
                         You kids go sit down at the table 
                         and I'll bring the food.

                                     LANA
                         I'll help.

                                     MARTHA
                         You'll do no such thing. In my house, 
                         the pregnant ones get to relax.

               Martha walks into the kitchen. 

                                     CLARK
                         Plus, she hates having anyone else 
                         in her kitchen.

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


                                     MARTHA (O.S.)
                         I heard that.

               Clark stands up and puts an arm around Lana.

                                     CLARK
                         It is good to see you guys. I've 
                         missed you.

                                     PETE
                         Are you hitting on my wife?

                                     CLARK
                         No.

                                     LANA
                         I have a jealous husband. Be careful 
                         or he might come after you.

                                     PETE
                         I'm jealous, not stupid.

               The three of them start to walk toward the dining room.

                                     PETE (CONT'D)
                         So how's work in the big city?

                                     CLARK
                         It's tiring.

               INT. KENT HOUSE - DINING ROOM - NIGHT

               Clark, Pete and Lana walk into the dining room. Pete pulls 
               out Lana's chair as Clark takes his seat.

                                     LANA
                         At least you're able to get away 
                         from work for a while.

                                     CLARK
                         I can run, but I'm not sure I can 
                         hide. I can't stop thinking about 
                         these things. I can't let go of it.

                                     LANA
                         That doesn't sound healthy.

                                     PETE
                         We're in town until Monday. Why don't 
                         you spend the weekend here? We can 
                         hang out just like the old days.

                                     CLARK
                         Maybe.

               Martha walks into the room with large bowl of salad in her 
               hands.

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


                                     MARTHA
                         The roast isn't quite there yet, but 
                         we can start on the salad.

               She starts dishing out the salad as the conversation 
               continues.

                                     CLARK
                         So, did you come back home for any 
                         particular reason, or just to visit?

                                     LANA
                         Oh, we have reasons.

                                     CLARK
                         Nothing bad, I hope.

                                     PETE
                         Depends on who you're talking to at 
                         the time. To my mother, it's bad.

                                     MARTHA
                         What is it? You two aren't getting a 
                         divorce are you? There are too many 
                         people getting divorced these days. 
                         I don't like it.

                                     LANA
                         No. We're not getting a divorce.

                                     CLARK
                         Then what?

                                     PETE
                         I'm... Umm--
                              (beat)
                         Well, I've decided to join the Army.

                                     MARTHA
                         What?

                                     LANA
                         Pretty much what I said.

                                     CLARK
                         What brought this on?

                                     PETE
                         I don't know. I guess I've felt like 
                         I owed the world something since I 
                         was a teenager. Some part of me feels 
                         like I'm not really supposed to be 
                         here, so I should give back.

                                     MARTHA
                         What do you mean, you're not supposed 
                         to be here?

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


                                     PETE
                         You know what I mean.  If it wasn't 
                         for Clark, I would have died years 
                         ago.

                                     CLARK
                         Pete--

                                     PETE
                         It's true. And it's not about being 
                         depressed or anything like that. I'm 
                         here because someone saved me.  I 
                         think I owe it to the world to pay 
                         back the favor. I've been given a 
                         second chance and I want to do 
                         something with it.

               Clark doesn't say anything. His mind goes elsewhere.

                                     MARTHA
                         It's so dangerous.

                                     PETE
                         I know, but I have faith that I'll 
                         be okay.

                                     LANA
                         And in the meantime, I'll be here in 
                         Smallville with the baby.

                                     MARTHA
                         It sounds like you've thought this 
                         through.

                                     PETE
                         We have. Lana will stay with my 
                         parents until I get back.

                                     MARTHA
                         I guess we'll be seeing a lot of 
                         each other then.

               Pete looks over at Clark. He notices that Clark's mind is 
               somewhere else.

                                     MARTHA (CONT'D)
                         Well, how 'bout that salad?

                                     LANA
                         I'm starving.

               EXT. KENT HOUSE - FRONT PORCH/LAWN - NIGHT

               Clark is leaning against the railing, looking out across the 
               open fields and the stars above them. Pete walks out of the 
               house holding a copy of the Daily Planet.

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


                                     PETE
                         You look deep in thought.

                                     CLARK
                         Taking in the quiet.

                                     PETE
                         Y'know, I've always wondered 
                         something. Is it actually quiet here 
                         for you, or is it just slightly less 
                         noisy?

                                     CLARK
                         You mean, can I hear Mom and Lana 
                         talking about baby names in the 
                         kitchen, or Mrs. Dauber yelling at 
                         her husband down the road?
                              (beat)
                         If I try. It's a lot easier to tune 
                         it all out though. Easier to forget 
                         what's going on in the rest of the 
                         world.

                                     PETE
                         Is that what you've been thinking 
                         about all night?

                                     CLARK
                         Kinda.
                              (beat)
                         Can I ask you a question?

                                     PETE
                         Yeah, anything.

                                     CLARK
                         Why the Army? Why do something so 
                         huge? You could just help the world 
                         in some other way.

                                     PETE
                         Because someone needs to do it. I'm 
                         about to have a kid and I want that 
                         kid to know a world that's better 
                         than this. I need to stand up for 
                         what I believe in. The American way 
                         of life, y'know? Truth and justice 
                         and all that good stuff.

                                     CLARK
                         Yeah.

               Clark starts to walk down the steps and across the lawn. 
               Pete follows.

                                     PETE
                         So, what about you?

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


                                     CLARK
                         I'm doing nothing.

                                     PETE
                         Not true.  You show people what's 
                         out there. You make it harder for 
                         them to ignore it.

                                     CLARK
                         I talk, Pete. I could be doing so 
                         much more to help this world, but 
                         instead I hide.

               Pete holds up the newspaper, which has a large (and bad) 
               picture of Clark on it, with the headline "Daily Planet 
               Reporter Nearly Killed In Attempt To Stop Mugging"

                                     PETE
                         And you're doing a bang-up job of it 
                         too.

               Clark grabs the paper away from Pete and folds it up.

                                     CLARK
                         You know what I mean.
                              (beat)
                         The woman that was being mugged could 
                         have been killed and I was more 
                         concerned about people finding out 
                         what I am.

                                     PETE
                         The guy was using blanks, right?

               Clark doesn't answer, which causes Pete to realize the truth.

                                     PETE (CONT'D)
                         Oh.

                                     CLARK
                         Every day, it's the same thing. I 
                         report on all of this stuff happening 
                         in the world, but I do nothing to 
                         stop it. I watch it happen. I let it 
                         happen.

                                     PETE
                         You're putting a lot of blame on 
                         yourself.

                                     CLARK
                         Why shouldn't I? Like you said, that 
                         boy of yours is going to grow up in 
                         a world much worse than this unless 
                         we do something to stop it.

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


               Pete doesn't respond for a moment. Finally, he looks back to 
               the house to make sure that the women aren't around and then 
               looks Clark in the eyes.

                                     PETE
                         Then stop hiding.
                              (beat)
                         Your mother would kill me for saying 
                         this, but you've been doing this for 
                         so long and it's wearing you down. 
                         You're a good man, Clark. Good men 
                         don't sit back when they could be 
                         doing something.

               Clark allows Pete's words to sink in. The thought of revealing 
               himself to the world scares the hell out of him, but at the 
               same time it's the only thing that makes sense.

               EXT. KENT HOUSE - FRONT PORCH - LATER

               Martha and Lana are sitting on the porch now. Clark and Pete 
               walk up the steps.

                                     LANA
                         We were starting to worry about the 
                         two of you.

                                     PETE
                         We should go.

                                     CLARK
                         No. Stay.

               Pete looks down to Martha, not wanting to be here for this.

                                     PETE
                         Do we have to?
                              (beat)
                         I mean... Are you sure?

                                     CLARK
                         Please.

               Pete nods and sits on the railing.

                                     PETE
                         Fun.

                                     LANA
                         What is wrong with you?

                                     MARTHA
                         Clark?
                              (beat)
                         You're not joining the Army too, are 
                         you?

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


                                     CLARK
                         No.

                                     MARTHA
                         Oh. I was worried for a moment.

                                     CLARK
                         But I've decided to do something 
                         else.
                              (beat)
                         I'm not hiding anymore. I can't.

                                     LANA
                              (confused)
                         Wait... What are you talking about? 
                         You're not...
                              (to Pete)
                         What did you do?

                                     PETE
                         Me?

                                     CLARK
                         It's not Pete. It's me. I've been 
                         thinking about this for a long time 
                         now. Every time I read a police report 
                         and know that I could have done 
                         something about it.

                                     MARTHA
                         It's too dangerous.

                                     CLARK
                         What's the alternative? Let more 
                         people suffer? I can't do that 
                         anymore.
                              (beat)
                         Mom, I know you worry about what 
                         people would do to me if they found 
                         out, but I can't live like this 
                         anymore.

               As Clark explains this, it's like he's a new man. He already 
               seems happier than before.

               Martha walks to Clark and puts a hand on his shoulder.

                                     MARTHA
                         Do you know what this will do to 
                         your life?

                                     CLARK
                         I've thought about it. I think so.

                                     MARTHA
                         Then I will support you.
                                     (MORE)

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


                                     MARTHA (CONT'D)
                         But know that once you do this... 
                         Everything we've known for the past 
                         thirty years will change. Clark Kent 
                         won't exist as you know him. People 
                         won't look at you the same way, or 
                         treat you the same way. You'll be 
                         the same person inside, but everyone 
                         else will change.

               Clark looks down.

                                     CLARK
                         I know.

               Martha takes the glasses off of Clark's face and looks down 
               at them.

                                     MARTHA
                         Your father's glasses.

               Martha attempts to look through them, but the prescription 
               is too much for her eyes. Clark smiles.

                                     CLARK
                         To help me see the world through his 
                         eyes. To remind me of where I come 
                         from.
                              (beat)
                         If he were in my shoes, I know he'd 
                         be doing the same thing.

                                     MARTHA
                         I know.

               Martha puts her arms around Clark and holds him tight.

                                     LANA
                         Maybe it doesn't have to mean the 
                         end of your life as you know it.

               Clark and Martha both look to Lana.

                                     CLARK
                         I think people will catch on to the 
                         fact that I'm flying around, shooting 
                         lasers out of my eyes.

                                     LANA
                         What if they don't know it's you?

                                     CLARK
                         How? I don't want to wear a mask. I 
                         don't want people to fear me.

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


                                     LANA
                              (to Pete)
                         Look at him. Without the glasses he 
                         almost looks like a different person 
                         already. 
                              (to Clark)
                         If you don't dress like Clark or 
                         talk like Clark, maybe they won't 
                         see Clark.

                                     PETE
                         It's true.  My uncle used to work in 
                         a circus.  There were these performers 
                         who would do their acts in big flashy 
                         costumes. I'm talking slicked back 
                         hair, capes, the whole thing.  When 
                         the show was over and they put on 
                         their normal clothes, you could hardly 
                         tell that they were the same people. 
                         It's all about the illusion.  

                                     CLARK
                         So, I wear a costume?

                                     MARTHA
                              (smiles)
                         You wear a costume.

                                     PETE
                         But a strong costume. Something that 
                         can stand up to the things you can 
                         do. I mean, Clark can fly through an 
                         explosion, but that doesn't mean his 
                         clothes can, right? That could make 
                         for an awkward moment.

               Clark thinks for a moment before remembering something.

                                     CLARK
                         Pete, come with me.

                                     PETE
                         Where?

                                     CLARK
                         Just come.
                              (to Martha and Lana)
                         We'll be right back.

               Clark walks off of the porch, toward the barn. Pete follows.

               INT. KENT BARN - NIGHT

               Clark walks into the barn with Pete close behind. As they 
               walk, Clark grabs a flashlight off of a table.

               They walk to one side of the barn where there is a door in 
               the floor, which is covered by hay.

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


               Clark sweeps the hay off of the door and opens it. He starts 
               to walk down a set of stairs, into a cellar.

               INT. KENT BARN - CELLAR - CONTINUOUS

               Clark and Pete walk into the dark cellar. Clark turns on the 
               flashlight and points it to the center of the small cellar. 
               The light reflects off of the metalic surface of a small 
               alien ship. The ship that Clark was sent to Earth in.

                                     PETE
                         What are we looking for?

                                     CLARK
                         Hold this.

               Clark hands the flashlight to Pete. Clark then walks to the 
               ship and looks down at it.

               On the top of the ship is the familiar "S" shield, right 
               below a small black stone.

               Clark touches the stone. Under his hand, the STONE BEGINS TO 
               GLOW BRIGHT RED.

               Soon, the top of the ship slides back, revealing a small 
               compartment within. This compartment is padded with a deep 
               red cloth lining.

                                     PETE
                         Is that what you plan to use for the 
                         suit?

                                     CLARK
                         No.
                              (beat)
                         When I was a teenager, I came down 
                         here one night. I opened the ship, 
                         just to look inside. To try to feel 
                         some connection.

                                     PETE
                         Did it work?

                                     CLARK
                         Not really.
                              (beat)
                         Then I rested my hand on the top of 
                         the ship.

               Clark puts his hand over the "S" shield on the top of the 
               ship. The "S" BEGINS TO GLOW BRIGHT BLUE, and then slides 
               open, revealing a compartment even smaller than the other.

                                     PETE
                         Whoa. You never told me about that 
                         part.

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


                                     CLARK
                         I never told a lot of people.

               Clark looks inside the "S" compartment for a moment, and 
               then reaches inside.

                                     CLARK (CONT'D)
                         It's a time capsule, I think.  My 
                         parents must have wanted me to have 
                         something from my own world, so they 
                         put these in here.

               Clark pulls out a crystal. It's long and beautiful, but he 
               doesn't think much of it as he looks it over and hands it 
               back to Pete. Pete looks more closely.

                                     PETE
                         Think it's worth anything?

               Clark doesn't respond. He reaches inside once again, this 
               time pulling out a handful of folded blue cloth. The cloth 
               has the "S" shield on it too, with the standard Superman 
               colors.

               Clark unfolds the cloth, showing Pete that it is actually a 
               piece of clothing. It looks small, but it's obviously a 
               uniform of some sort. The "S" shield and red feet are the 
               only parts of the uniform that aren't blue.

                                     PETE (CONT'D)
                         Wow.
                              (beat)
                         So, your parents were psychic?

                                     CLARK
                         No. I think the shield is like a 
                         family crest or something. This might 
                         be my planet's version of a suit of 
                         armor.

                                     PETE
                         It's kinda small though.

               Clark pulls on the material, which stretches for him.

                                     PETE (CONT'D)
                         Oh. Any idea what the symbol means?

                                     CLARK
                         I think it means whatever I want it 
                         to mean. Who's going to tell me I'm 
                         wrong?

               Clark and Pete stand in silence for a moment, looking at the 
               costume.

                                     PETE
                         Can I keep the crystal?

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


                                     CLARK
                         No.

               INT. KENT HOUSE - CLARK'S ROOM/SEWING ROOM - NIGHT

               Martha, Pete and Lana are sitting in the room, waiting.

                                     MARTHA
                         So, there was another part of the 
                         ship?

                                     PETE
                         Yeah.

                                     MARTHA
                         I wonder why he never told me about 
                         it.

                                     PETE
                         Don't know.

                                     LANA
                         He didn't want to hurt you. Didn't 
                         want you to think that he didn't 
                         love you, or that he wanted to find 
                         his own people. He wanted it to go 
                         away. He wanted to be normal.

               Martha and Pete look at Lana, wondering how she knows all of 
               this and they don't. She shrugs.

                                     LANA (CONT'D)
                         I mean... Maybe that's it, right?

               Lana tries to pass off an innocent smile, and puts her hand 
               on her belly to remind everyone that she's in a delicate 
               condition.

               Martha turns toward the bedroom door. 

                                     MARTHA
                              (calling out)
                         Clark, are you okay in there?

                                     CLARK (O.S.)
                         Yeah. It's just... Well...

               We can hear the BATHROOM DOOR OPEN and a moment later, Clark 
               walks into the room wearing his new costume.

               The costume is skin tight. As stated before, it's all blue 
               except for the shield on his chest and the red feet, which 
               meets the blue somewhere around his shins.

                                     CLARK (CONT'D)
                         It's a little form fitting.

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


                                     PETE
                         Yeah.

               Clark walks to the mirror and looks at his reflection.

                                     LANA
                         It looks fine to me.

               Pete fires a look toward Lana, which she quickly shoots down.

                                     CLARK
                         Maybe we can add another layer around 
                         the middle so it's not so... form 
                         fitting.

               Clark turns and looks at his ass in the mirror.

                                     CLARK (CONT'D)
                         And a cape. I think I'd like a cape.

                                     PETE
                         There's always the material in the 
                         other part of the ship. The red.

                                     CLARK
                         And there's a yellow belt looking 
                         thing in the storage compartment. 
                         Maybe I can use that.

                                     PETE
                         It's like an amazing technicolor 
                         dream costume.

                                     MARTHA
                         Children will like it. It'll be easy 
                         for them to draw.

                                     LANA
                         Women will like it.

                                     CLARK
                         I'm going to change now.

               EXT. KENT HOUSE - FRONT PORCH - DAWN

               Clark is standing on the porch, watching the sun come up. 
               The world is quiet around him.

               After a few moments, Martha walks out of the house with two 
               cups of coffee. She hands one to Clark, and sits down in a 
               nearby rocker.

               Neither one of them says a word. They just take in this 
               moment. Both know that one way or the other, their lives 
               will soon change forever.

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


               INT. REED APARTMENT - MORNING

               The apartment is small and hasn't been cleaned in quite some 
               time. Baby clothes and toys are scattered around, along with 
               dirty dishes and take-out boxes.

               In the background, the RADIO IS ON. It's tuned to a talk 
               show. The radio host is discussing bombings in foreign 
               countries.

                                     RADIO HOST
                         What I don't get is how the rest of 
                         the world can stand by and watch 
                         this happen. One of our allies is 
                         being attacked and we're looking the 
                         other way.  It's time that our 
                         government woke up and did something 
                         to defend these people. It's time 
                         for the rest of us to stop watching 
                         the news and shaking our head. It's 
                         time to make a change in the world, 
                         because if we don't, who will? The 
                         guys who are tossing bombs into candy 
                         stores?
                              (beat)
                         I don't know. We need to do something. 
                         I'm open to suggestions. The number 
                         is 1-800-555-KMET. We'll take some 
                         calls right after this word from our 
                         sponsor... 

               The television is on, but muted. On it is the morning news 
               with coverage of the latest round of bad news.

               We can also hear the sound of a baby crying. We soon PAN 
               OVER to REVEAL JACKIE REED, a woman in her late 20's who is 
               holding a six month old baby, TYLER REED, who is screaming 
               his head off.

               Jackie looks tired and distant. Her hair hasn't been washed 
               for several days. Her clothes are dirty. She is watching the 
               muted TV as she rocks her crying son, completely blank of 
               expression.

                                     JACKIE
                         Shh. I know. I know, sweetie. 

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Lois walks across the room, toward her desk. She is holding 
               three cups of coffee.

               She sits down at her desk and arranges the cups neatly before 
               sipping the first as she turns on her computer.

               Clark walks in shortly after she sits down and starts to 
               walk toward his desk. Jimmy catches up to him on the way.

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


                                     JIMMY
                         Hey, Clark.

                                     CLARK
                         Hi.

                                     JIMMY
                         You look kinda tired. Long weekend?

                                     CLARK
                         Kinda. What's up?

                                     JIMMY
                         Nothing. Just saying hey. It's been 
                         a slow morning.

               They reach Clark's desk. Lois smiles at them.

                                     JIMMY (CONT'D)
                         Hi, Lois.

                                     LOIS
                         Jimmy.

                                     CLARK
                         So, how'd the date go?

                                     LOIS
                         Date?
                              (then)
                         Oh. Yeah, it went nowhere.  They all 
                         go nowhere. I've decided to stop 
                         caring.

               INT. REED APARTMENT - MORNING

               Jackie is now wrapping Tyler in a blanket. He is still crying.

                                     JACKIE
                         I know, baby. It's not right. None 
                         of it's right. I'm sorry.
                              (beat)
                         Mommy is going to make it better 
                         though. I promise.

               Jackie picks Tyler up and walks out of the apartment, leaving 
               the door open as she leaves. 

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Clark sits down and turns his chair to face the others.

                                     JIMMY
                         At least you can get dates. The last 
                         girl I asked out laughed at me.  She 
                         actually laughed. While I was standing 
                         right there.

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


                                     LOIS
                         Ouch.

               Lois turns to Clark.

                                     LOIS (CONT'D)
                         How about you? How'd the date with 
                         the old girlfriend go?

                                     CLARK
                         I never said it was a date.

               Clark crosses his legs, exposing what looks like a red sock. 
               Lois sees this and smiles.

                                     LOIS
                         Red socks. Aren't we stylish.

               Clark puts his foot back down on the floor just as Perry 
               walks up to the group.

                                     PERRY
                         Hey, gang. What are we talking about?

                                     LOIS
                         Very important things, Chief.

                                     JIMMY
                         Yes, sir. Business. News.

                                     PERRY
                         Right.
                              (to Clark)
                         How 'bout you? Care to back their 
                         stories?

                                     CLARK
                         We were talking about the suspicious 
                         nature of the John Corben website.  
                         Lois was filling me in on Corben's 
                         history at the Planet and Jimmy was 
                         about to dig through some old stories 
                         to see if he can find anything.

                                     PERRY
                         On what?

                                     CLARK
                         Whatever it is that I can't put my 
                         finger on, sir.

                                     PERRY
                              (sarcastic)
                         Well, since we cleared that up.

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


                                     CLARK
                         There's something about Corben's 
                         blog that isn't right.  I've been 
                         looking over the stories all weekend 
                         and I know something isn't adding 
                         up. I just can't figure out what 
                         that something is.

                                     PERRY
                         So you're going on instinct?

                                     CLARK
                         If you want to call it that.

                                     LOIS
                         I'd probably call it a long shot, or 
                         maybe a stab in the dark.

               Perry thinks for a moment.

                                     PERRY
                         Fine. Let me know what you turn up. 
                         I want to bring down this "blog". 
                         And this better not get in the way 
                         of your other work, Olsen.

                                     JIMMY
                         It won't. 

               Perry turns and starts to walk away.

                                     PERRY
                         Shelly!

                                     SHELLY (O.S.)
                         Sir?

                                     PERRY
                         Track down the person who invented 
                         the word "blog" and get me his e-
                         mail address.

                                     SHELLY (O.S.)
                         Yessir!

               EXT. APARTMENT BUILDING - ROOFTOP - DAY

               Jackie walks out onto the roof. A gust of wind blows past 
               her as she walks across the roof. When she reaches the edge, 
               she looks out at what she can see of Metropolis.

               She kisses Tyler on the head.

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Now that Perry is gone, Lois turns to Clark.

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


                                     LOIS
                         Nice save. Who knew you could lie?

                                     CLARK
                         Who was lying? You were explaining 
                         Corben's history to me. I just didn't 
                         say when you were doing it.

                                     JIMMY
                         What about me? I wasn't about to dig 
                         through stories.

               Clark looks at Jimmy for a few moments without saying a word. 
               Finally, Jimmy gets it.

                                     JIMMY (CONT'D)
                         I'll let you know if I find anything.

               Jimmy turns and walks away.

                                     JIMMY (CONT'D)
                         Don't we have people for this?

                                     SHELLY (O.S.)
                         Jimmy!

               Jimmy stops and turns around. He starts to walk to the other 
               side of the office.

                                     JIMMY
                         Please let this be real work. 

               INT. PETE'S CAR - DAY

               Pete is driving down the road, dialing his cell phone. In 
               the background, the RADIO IS ON. It's the same radio show as 
               before.

               intercut with:

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Clark is sitting at his desk, typing an e-mail when HIS CELL 
               PHONE RINGS. He pulls the phone out of his pocket and answers 
               it.

                                     CLARK
                         Hello?

                                     PETE
                         I'm on my way. Goodbyes have been 
                         said, tears have been shed. Hugs. 
                         Kisses. It was a whole big thing. 
                         You should have been there.

                                     CLARK
                         Sorry I wasn't. How did Lana take 
                         it?

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


                                     PETE
                         Fine, up until I told her not to 
                         drive me to the train station.

                                     CLARK
                         I guess you didn't want to make a 
                         scene?

                                     PETE
                         I'd love to make a scene, but the 
                         rental car needed to be returned and 
                         I didn't want my pregnant wife walking 
                         back to Smallville.
                              (beat)
                         So... Any news from your end?

                                     CLARK
                         You mean newspaper news or personal 
                         news?

                                     PETE
                         I mean amazing technicolor dream 
                         news.

               Clark turns his chair slightly, as though it will get him 
               more privacy.

                                     CLARK
                         Not yet.

               Lois doesn't look away from her work, but smiles. 

                                     LOIS
                         Tell Ma Kent I said hi.

               Clark ignores her. He waits a moment before speaking again.

                                     CLARK
                         So, are you nervous?

                                     PETE
                         Me? Nah. You?

                                     CLARK
                         Nope. But, I mean, this is a big 
                         deal for you. You're about to put 
                         your life on the line. Everything 
                         changes now.

                                     PETE
                         True.
                              (beat)
                         I have faith, Clark.  Whatever 
                         happens, it happens for a good reason. 
                         We fight for what we believe in. We 
                         stand up for those we love.
                                     (MORE)

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


                                     PETE (CONT'D)
                         It's not whether you win or lose, 
                         it's how you play the game.
                              (beat)
                         Damn, that's deep.

               Clark smiles.

                                     CLARK
                         Good luck, Pete.

                                     PETE
                         You too, brother.

               A radio host's voice comes over Pete's radio. Pete doesn't 
               listen to it at first, but when the word "Metropolis" comes 
               up, his interest grows.

                                     RADIO HOST (V.O.)
                         And it's five past the hour on this 
                         beautiful Monday morning. Eighty-two 
                         degrees and not a cloud in the sky.  
                         Before we get back to business, let's 
                         check out the latest news headlines. 
                         Here's the latest from the news desk.

                                     RADIO NEWSCASTER (V.O.)
                         Metropolis police were called to the 
                         three-thousand block of Alabaster 
                         Street earlier this morning when 
                         reports came in of a woman threatening 
                         to jump off the roof of her apartment 
                         building. Those on the scene say 
                         that the woman is holding what looks 
                         to be a baby and appears to be in 
                         some sort of daze. Authorities are 
                         asking people to stay away from the 
                         building, fearing that a crowd may 
                         provoke the woman...

                                     PETE
                         Did you hear that, Clark?

               Clark stands up and starts to walk out of the office.

                                     CLARK
                         I'll have to call you back.

               Clark turns off his phone and continues to rush out the door.

               Pete puts his phone down in the passenger seat and turns the 
               radio up. He takes a deep breath.

               INT. DAILY PLANET BUILDING - STAIRWELL - DAY

               Clark walks into the stairwell and quickly scans it for any 
               other people. Luckily, he is alone.

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


               He is breathing heavily as he takes off his glasses and rips 
               open his shirt, revealing the "S" shield on his chest.

               In the blink of an eye, HE IS GONE.

               EXT. APARTMENT BUILDING - ROOFTOP - DAY

               Jackie is now standing on the ledge, holding Troy and looking 
               down at the growing CROWD below. There are also plenty of 
               police cars, fire trucks and ambulances below and two or 
               three helicopters flying overhead.

               Behind Jackie, a POLICE OFFICER walks onto the roof, keeping 
               a distance. As the door closes behind him, Jackie hears it 
               and turns around. The police officer stops walking, trying 
               to keep her from freaking out.

               Jackie isn't angry or scared. She still has that same distant 
               look about her.

                                     JACKIE
                         Look at them. So many people down 
                         there.

                                     POLICE OFFICER
                         You're putting on quite a show.

                                     JACKIE
                         It's not a show. It's not about that.

                                     POLICE OFFICER
                         What is it about?

               Jackie doesn't say anything for a moment. She then holds 
               Troy up for the officer to see.

                                     JACKIE
                         He's beautiful, isn't he? So small 
                         and helpless.

                                     POLICE OFFICER
                         Yes, he is.

                                     JACKIE
                         When I was a little girl, I used to 
                         play house with all of my dolls. I 
                         used to pretend that I had a little 
                         baby.

                                     POLICE OFFICER
                         But he's not a doll.

                                     JACKIE
                         I know that.

               Jackie turns away from the officer.

-----------------------------------------------------------------------------------------------------
                                                                        61.


                                     JACKIE (CONT'D)
                         I know that.

               ANGLE ON : THE CROWD

               Looking up at Jackie from the street. Some deeply concerned. 
               A few teenagers laughing. Several photographers have arrived 
               and are taking pictures.

               ANGLE ON : JACKIE

                                     JACKIE (CONT'D)
                         It isn't fair, you know?

                                     POLICE OFFICER
                         What isn't fair?

                                     JACKIE
                         Any of it. He deserves better.

                                     POLICE OFFICER
                         Do you think this is better for him?

                                     JACKIE
                         It is. It has to be.

                                     POLICE OFFICER
                         It's not. The boy deserves a chance. 
                         He deserves to live.

                                     JACKIE
                         I love him.

                                     POLICE OFFICER
                         I know you do.

                                     JACKIE
                         That's why he deserves better.

                                     POLICE OFFICER
                         So, why don't you give it to him? 

                Jackie turns and faces the officer. She smiles.

                                     JACKIE
                         Thank you.

               The officer holds out a hand and starts to take a step toward 
               Jackie when he notices her close her eyes. At first, he's 
               puzzled, but a realization quickly comes over him.

                                     POLICE OFFICER
                         No!

               He runs toward her, but before he can grab her she leans 
               back and lets herself fall off of the ledge.

-----------------------------------------------------------------------------------------------------
                                                                        62.


               The crowd gasps as Jackie and Troy fall from the rooftop. 
               Several people look away. The teenagers lose their smiles.

               Everyone in the crowd holds their breath as she falls. They 
               know what is coming and they know it isn't going to be pretty.

               As Jackie falls, she has a peaceful look on her face. She is 
               nearing the bottom when she is suddenly scooped up.

               SUPERMAN has arrived and has Jackie in his arms. He angles 
               his descent to avoid any physical harm to her or the child.

               Noticing that she is no longer falling, Jackie opens her 
               eyes. She sees Superman and is quite puzzled by this.

                                     JACKIE
                         Who are you?

                                     SUPERMAN
                         A friend.

               Superman lowers Jackie onto the street, in front of the crowd. 
               Two officers come to take care of her and the child.

               ANGLE ON : THE ROOF

               The police officer that attempted to speak to Jackie is on 
               the roof looking down at what just happened. He's in shock.

               ANGLE ON : SUPERMAN

               Once the situation is resolved, Superman notices the crowd 
               of people watching him. All are silent. All are 
               expressionless.

               He steps backward, and then LIFTS OFF OF THE GROUND. This is 
               pretty much his version of the whole "naked in front of a 
               crowd" nightmare and for a moment he is caught like a deer 
               in headlights, unable to move.

               For that moment he and the crowd just look at each other. 
               Neither side knowing exactly what to think or feel. 
               Photographers snap photos. The flash causes Superman to snap 
               out of whatever daze he's in, and he quickly shoots into the 
               sky, past the officer on the roof and the helicopters above.

               The crowd is left in awe.

               ANGLE ON : JIMMY

               In the crowd with his camera in hand, wondering what he just 
               witnessed.

               INT. DAILY PLANET BUILDING - STAIRWELL - DAY

               Clark's clothes are in a pile on the floor until a hand 
               quickly grabs onto them and pulls them out of view.

-----------------------------------------------------------------------------------------------------
                                                                        63.


               INT. DAILY PLANET BUILDING - BATHROOM - DAY

               Clark rushes into the bathroom and checks to see if anyone 
               else is around. When he's sure he's alone, he rushes to the 
               sink and splashes water on his face. He looks at his 
               reflection for a moment and suddenly feels very sick. He 
               rushes into one of the stalls.

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Lois is hard at work when Jimmy runs into the office, toward 
               Perry's office. When he sees that Perry isn't in there, he 
               runs toward Lois.

                                     JIMMY
                         Lois! Where's Mr. White?

                                     LOIS
                         I think he's downstairs. What's going 
                         on?

                                     JIMMY
                         You wouldn't believe me if I told 
                         you.

                                     LOIS
                         Try me.

               Just then Perry walks into the room. Jimmy sees him and rushes 
               toward him. Lois follows.

                                     JIMMY
                         Mr. White, you're not going to believe 
                         what just happened!

                                     PERRY
                         Slow down, son. What's going on?

                                     JIMMY
                         I was down at that jumper scene on 
                         Alabaster, right? And the lady, like, 
                         jumped.

                                     LOIS
                         I can see why you're so excited.

                                     JIMMY
                         No, it's not that. So, she jumps and 
                         she's like falling.

                                     LOIS
                         As they sometimes tend to do.

               Perry shoots Lois a look. She zips her mouth and listens to 
               Jimmy.

-----------------------------------------------------------------------------------------------------
                                                                        64.


                                     JIMMY
                         Only, she didn't hit the ground. 
                         Someone caught her.

                                     PERRY
                         What?

                                     JIMMY
                         I know! It gets better. He didn't 
                         catch her on the ground. He caught 
                         her mid-air. Flying. Then he drops 
                         her off and then, WHOOSH! Gone.

                                     PERRY
                         You're telling me that this guy flew?

                                     LOIS
                         This is why I keep the bourbon away 
                         from you, Jimmy.

               Jimmy whips out his digital camera and shows Perry the display 
               screen. On it is a picture of Superman hovering over the 
               street just after saving Jackie.

                                     PERRY
                         My God. He is flying.

               Lois turns the camera so she can see.

                                     LOIS
                         Wow.
                              (beat)
                         Check out the outfit. No wonder he 
                         can flutter around like that.

                                     PERRY
                         Jimmy, I want you to sit down with 
                         Dan and tell him everything you saw. 
                         I want this picture up on the website 
                         in fifteen minutes, complete with 
                         story.

               Jimmy nods.

                                     PERRY (CONT'D)
                         Go!

               Jimmy rushes off, leaving Lois and Perry behind. Perry 
               suddenly notices a crowd growing around a flat-panel monitor 
               on one of the walls. On it is news footage from one of the 
               helicopters at the scene, showing Superman flying past them 
               as he exited the scene.  Perry and Lois watch this from the 
               back of the crowd.

                                     PERRY (CONT'D)
                         I don't know what's going on here, 
                         but things are about to get very 
                         interesting in this town.

-----------------------------------------------------------------------------------------------------
                                                                        65.


               Behind them, Clark walks out of the bathroom. Lois turns and 
               sees him.

                                     LOIS
                         You look like death.

               She turns back to the news report.

                                     LOIS (CONT'D)
                         Check out what you've been missing. 
                         Apparently there's a guy flying around 
                         Metropolis in tights.

               Clark sees the report on the screen. He is more interested 
               in the reaction of those watching than the news itself.

                                     CLARK
                         What are people saying about this 
                         guy?

                                     PERRY
                         It's your job to find out.

                                     CLARK
                         What?

                                     PERRY
                         This is our focus right now. I want 
                         this thing covered from every angle. 
                         Who is this? What does he want?

                                     LOIS
                         Where does he shop?
                              (off Perry's look)
                         It's gonna take me a while to get 
                         past the outfit.

                                     PERRY
                         This is serious, Lois. I want you 
                         two to do everything you can with 
                         this. Man on the street reactions. 
                         Official reactions. Someone is going 
                         to have to track him down for an 
                         interview and I expect it to be us. 
                         Get to work.

               Perry walks off, leaving Clark and Lois alone.

                                     LOIS
                         So a lady jumps off a building with 
                         her infant in hand and we're running 
                         a story on the circus act that saved 
                         her.

                                     CLARK
                         You don't sound too impressed.

-----------------------------------------------------------------------------------------------------
                                                                        66.


                                     LOIS
                         I've seen a lot in my day. Some guy 
                         who figured out how to hide some 
                         wires isn't the most shocking.

               Lois watches as the news replays the shot of Superman flying 
               past the helicopters.

                                     LOIS (CONT'D)
                         Maybe it was a jet pack.
                              (beat)
                         Anyway, I'm off to chase down the 
                         nut job that he saved.

               Lois walks out of the office. Clark stays behind and watches 
               as others keep their eyes on the TV screen.  He can't help 
               but form a small smile as he walks back to his desk and sits 
               down.

               INT. HOSPITAL ROOM - DAY

               Jackie is sitting in a hospital bed, watching the news. Lois 
               walks into the room and knocks on the door. Jackie looks 
               over at her and smiles.  She no longer has that dazed look 
               to her.

                                     LOIS
                         Lois Lane. I'm with the Daily Planet. 

                                     JACKIE
                         I'm not supposed to have visitors.

                                     LOIS
                         Which explains the two cops I had to 
                         dodge getting in here.  

               Jackie chuckles. Lois walks in and sits down.

                                     JACKIE
                         So what do you want to know? Who he 
                         was? Where he came from?

                                     LOIS
                         Why'd you do it?

               Jackie's smile fades.

                                     LOIS (CONT'D)
                         I'm not usually one to sugar coat 
                         things, Miss Reed, so I'm not going 
                         to pretend to be your new best friend 
                         and I'm not going to pretend that I 
                         feel your pain. You jumped off of a 
                         building. You tried to kill your own 
                         child. Why?

-----------------------------------------------------------------------------------------------------
                                                                        67.


                                     JACKIE
                         Wow. That's--
                              (beat)
                         I thought I had to. The doctors say 
                         it's postpartum. I don't know. It 
                         just made sense. There's this whole 
                         world out there and none of it looks 
                         good. I love my son. Suddenly, it 
                         seemed like I was giving him a life 
                         sentence for a crime he didn't commit.

               Lois writes this down and then looks back to Jackie.

                                     LOIS
                         What do you think now?

               Jackie turns back to the TV.

                                     JACKIE
                         I don't know. I jumped and as I was 
                         falling, it was like none of it made 
                         sense. Living didn't make sense. 
                         Dying didn't make sense. I felt like 
                         I was falling and I couldn't stop.

                                     LOIS
                         Well... Yeah.

                                     JACKIE
                         No, I mean inside. I was lost.

                                     LOIS
                         Do you still feel lost?

                                     JACKIE
                              (smiles)
                         Yeah. But I'm not falling anymore.

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Clark is at his desk once again. He is looking at the various 
               Superman reports online. Jimmy walks up behind him.

                                     JIMMY
                         You should have been there, Clark. 
                         It was amazing.  He just flew in and 
                         caught the woman. Then he flew out.
                              (beat)
                         If I were him, I'd have stopped for 
                         interviews and autographs and stuff.

               Clark brings up the Daily Planet's site, which has a huge 
               picture of Superman on it.

                                     CLARK
                         Nice picture, Jimmy.

-----------------------------------------------------------------------------------------------------
                                                                        68.


                                     JIMMY
                         Thanks. The first two were kinda 
                         messed up 'cause of the whole digital 
                         thing, but luckily for me, he stayed 
                         around for a few seconds.
                              (beat)
                         What do you think the "S" means?

                                     CLARK
                         I'm not sure.

               Clark pulls up John Corben's site next. Surprisingly, there 
               is no picture of Superman. No story about Superman. The page 
               hasn't been updated.

                                     JIMMY
                         Wow. He's usually the first one with 
                         all of the big local stories.

                                     CLARK
                         I wonder why he hasn't updated.

                                     JIMMY
                         Maybe he's out of town or something.

               Clark stares at the screen for a moment.

                                     CLARK
                         He is always the first.

                                     JIMMY
                         Not that you're not good too.

                                     CLARK
                         Thanks.

               Clark skims the list of articles, going back months until he 
               reaches Corben's first entry. He clicks on it and skims the 
               story.

                                     JIMMY
                         What are you doing?

                                     CLARK
                         Look at this. Corben's first story 
                         wasn't a crime report. It was a story 
                         on the slow 911 response time in 
                         Suicide Slum and the actions that 
                         local store owners were taking to 
                         protect themselves.

                                     JIMMY
                         Guess it didn't work.

                                     CLARK
                         Not for the store owners.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        69.


                                     CLARK (CONT'D)
                         All but one of them has been attacked 
                         in the last few weeks. The alarm 
                         systems were all taken out, like the 
                         thieves knew just where to go and 
                         what to do.

               Jimmy's not catching onto what Clark's saying. 

                                     JIMMY
                         Umm... Right.

                                     CLARK
                         All but one.
                              (beat)
                         What do you want to bet this guy's 
                         next?

                                     JIMMY
                         Oh! You think the criminals are using 
                         Corben's story as a hit list?

                                     CLARK
                         It's not that easy. Corben doesn't 
                         go into specifics about the security 
                         measures. He was protecting the people 
                         he interviewed.

                                     JIMMY
                         So...?

                                     CLARK
                         So, I think I'm saying that I believe 
                         Corben's in on this.

                                     JIMMY
                         What?

                                     CLARK
                         It makes sense. He's fired. He needs 
                         money. He needs to rebuild his career. 
                         If he's cut in on these robberies, 
                         it would explain how he can survive 
                         without having an income. Plus, he's 
                         always the first one on the scene.

                                     JIMMY
                         This is big. If you're right, you 
                         have to do something about it.

                                     CLARK
                         Exactly what I was thinking.

                                     JIMMY
                         You have to call the police.

-----------------------------------------------------------------------------------------------------
                                                                        70.


                                     CLARK
                         And tell them what? That I want them 
                         to arrest the guy who keeps scooping 
                         me? We need more than that.

                                     JIMMY
                         What are you going to do?

                                     CLARK
                         I'm going to get evidence.

                                     JIMMY
                         How?

               Clark stands up.

                                     CLARK
                         By doing what Lois would do.

               Jimmy's eyes widen.

                                     JIMMY
                         You'll get arrested!

                                     CLARK
                         How many crooks do you know that 
                         want police swarming their apartment?

               Clark walks into the elevator.

                                     JIMMY
                         Okay, so you'll just get killed then.

               Jimmy looks around for someone to tell, but there's nobody 
               he feels comfortable including in this.

               EXT. ENDOVER BUILDING - DAY

               The area around the Endover Building is blocked off as a 
               crew of DEMOLITIONISTS prepares to bring down the building. 
               One such man walks to his supervisor.

                                     DEMOLITIONIST 1
                         We have the charges set and we're 
                         ready to bring her down.

                                     DEMOLITIONIST SUPERVISOR
                         Are we cleared out?

               The crew member nods.

                                     DEMOLITIONIST SUPERVISOR (CONT'D)
                         Then let's get ready.

               The supervisor looks at his watch.

                                     DEMOLITIONIST SUPERVISOR (CONT'D)
                         Twenty minutes.

-----------------------------------------------------------------------------------------------------
                                                                        71.


               INT. SEDAN - DAY

               A man, ALEX FOLGER is driving through a tunnel with his two 
               small children in the car. They are LIZZIE (5 years old) and 
               ROSE (3 years old).

               The car is stopped due to a traffic jam. Alex is trying to 
               use his phone, but there is no signal. He puts the phone 
               away and smiles at his daughters in the rearview mirror.

                                     ALEX
                         We'll call Mommy when we get out of 
                         the tunnel, okay?

                                     ROSE
                         When will that be?

                                     ALEX
                         I don't know, sweetheart. Traffic's 
                         all backed up.

                                     ROSE
                         When will it be un-backed up?

                                     LIZZIE
                         When the cars move, stupid!

                                     ROSE
                         When's that?

                                     ALEX
                         When whatever is blocking us gets 
                         out of the way.

                                     LIZZIE
                         Daddy, are we underwater?

                                     ALEX
                         Umm... Yes.

               Rose's eyes widen.

                                     ALEX (CONT'D)
                         But we're safe. I swear.

               Rose doesn't care what he says. She's freaking out. Finally, 
               she lets out a scream that could shatter glass. Lizzie smiles.

               INT. APARTMENT BUILDING - HALLWAY - DAY

               Clark walks down the hallways of this less than high-class 
               apartment building. He finally reaches apartment 2-D and 
               stops at the door. Before knocking, he looks around to see 
               if anyone is watching. When he's sure he's alone, he looks 
               toward the door again. This time, he looks through the door.

               After a few moments of peeking, he grabs the doorknob. As he 
               is about to twist it and break the various locks on the door,

-----------------------------------------------------------------------------------------------------
                                                                        72.


               a thought occurs to him. He stops and takes his hand off of 
               the knob.

               INT. CORBEN APARTMENT - LIVING ROOM - DAY

               One of the windows slides open and Clark climbs inside the 
               apartment. He stops for a moment, trying to decide where to 
               start looking. Finally, he decides and starts to walk toward 
               a desk on the far side of the room.

               As Clark walks across the room, we get our first look at the 
               apartment. It is nothing like the hallways outside. The walls 
               are freshly painted, there is a flat-panel TV on one wall, 
               and designer furniture all around.

               Clark reaches the desk, which has a laptop on it. He opens 
               the laptop. As the screen goes on, a password prompt appears. 
               Clark looks at it, trying to figure out how to go about this.

               He looks around the desk a little, seeing nothing that might 
               reveal a password.  As he looks around the rest of the room, 
               something catches his eye. He walks to one of the corners 
               and bends down, picking up a fake rock from the floor.  He 
               looks at it, wondering why someone would put this thing in 
               an apartment. After he shakes off that thought, he turns the 
               rock over and slides the bottom open to reveal the hidden 
               compartment. Inside is a piece of paper, which Clark grabs 
               and unfolds. He puts the rock down.

               On the piece of paper is list which reads:

               "GYM LOCKER - 23-14-52"

               "CELL PHONE - 135"

               "LAPTOP - POODLEBUNNY21"

               "VOICEMAIL - 90210#"

               "E-MAIL - BARBARA WALTERS"

               Clark finds all of this rather odd, but goes back to the 
               computer and types in the password anyway. Once he's into 
               the computer, he starts looking up files.

               EXT. ENDOVER BUILDING - DAY

               A reporter, CHERYL DOUGLAS, is standing outside the building 
               holding a microphone and talking as her CAMERAMAN films.

                                     CHERYL
                         We're just minutes away from the 
                         demolition of the Endover Building, 
                         which has graced the Metropolis 
                         skyline for nearly seventy years.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        73.


                                     CHERYL (CONT'D)
                         Once the clock hits zero, the building 
                         will implode, leaving the area clear 
                         for construction on the New Endover 
                         Building, which is slated to begin 
                         in January...

               INT. CORBEN APARTMENT - LIVING ROOM - DAY

               Clark is reading the files on Corben's computer. He finds 
               them very interesting. He pulls his cell phone from his pocket 
               and dials before putting the phone to his ear.

                                     CLARK
                         I need to report a crime that's about 
                         to be committed. Sal G's Deli...

               INT. SEDAN - DAY

               Alex is trying to see past the cars ahead of him. Lizzie and 
               Rose are in the back seat, bored.

                                     ALEX
                         I think it's clearing up.
                              (beat)
                         They're doing some kind of work up 
                         there.

                                     LIZZIE
                         I'm hungry.

                                     ALEX
                         We'll eat dinner when we get home.

                                     LIZZIE
                         We've been here forever.

                                     ALEX
                         I'm sure it won't be too much longer.

                                     LIZZIE
                         I'm hungry.

               EXT. ENDOVER BUILDING - DAY

               Cheryl and her cameraman are now farther down the street. 
               The Endover Building is behind Cheryl, ready to implode.

               Cheryl is once again talking to the camera.

                                     CHERYL
                         Only a matter of seconds now. Soon, 
                         the historic Endover Building will 
                         be reduced to rubble.

               Cheryl puts a hand on her ear, listening to something over 
               her earpiece. She then perks up and smiles.

-----------------------------------------------------------------------------------------------------
                                                                        74.


                                     CHERYL (CONT'D)
                         Here we go. Ten... Nine... Eight... 
                         Seven...

               INT. SEDAN - DAY

               Lizzie is in the back seat with her hands over her ears now, 
               singing to herself so that she can't hear Alex.

                                     ALEX
                         Lizzie, stop that. Please.

               EXT. ENDOVER BUILDING - DAY

                                     CHERYL
                         Five... Four... Three...

               INT. CORBEN APARTMENT - LIVING ROOM - DAY

               Clark is still on the phone.

                                     CLARK
                         Thank you.

               He hangs up and walks toward the window.

               EXT. ENDOVER BUILDING - DAY

                                     CHERYL
                         Two... One...

               Cheryl turns and looks at the Endover Building as a BOOM can 
               be heard. The BUILDING BEGINS TO IMPLODE.

               EXT. HOBBS RIVER - DAY

               Under the water, the MUFFLED BOOM can be heard. We can see 
               the tunnel nearby.

               INT. SEDAN - DAY

               Alex pauses and looks around, puzzled. Lizzie stops singing 
               and pulls her hands away from her ears. She is also puzzled.

                                     LIZZIE
                         Daddy, what was that?

                                     ALEX
                         I don't know.

               Drops of water fall onto the windshield.

                                     LIZZIE
                         Is it raining?

               Alex doesn't like this. He leans forward and looks at the 
               tunnel walls.

-----------------------------------------------------------------------------------------------------
                                                                        75.


                                     LIZZIE (CONT'D)
                         Daddy?

                                     ALEX
                         Girls, you stay in the car.

               Alex opens his door and steps out of the car.

               INT. TUNNEL - CONTINUOUS

               Alex isn't the only one getting out of his car. Around him, 
               MANY OTHER DRIVERS are out of their cars and looking around 
               the tunnel.

                                     FEMALE DRIVER
                         Did you all feel that?

               Alex looks around the walls to see where the water came from.

               A section of the wall suddenly breaks, shooting water onto 
               the road.

               Many of the people in the tunnel begin to scream.

               EXT. ALLEY - DAY

               Clark is just getting off of the fire escape ladder when he 
               HEARS THE SCREAMS. He turns his head in the direction of the 
               tunnel for a moment, and then looks around to see if anyone 
               is nearby and watching. He ducks behind a dumpser as he 
               loosens his tie.

               INT. TUNNEL - DAY

               Water is pouring into the tunnel. People in the tunnel are 
               panicing. Some are leaving their cars and running. Others 
               are in their cars, trying to pull around everyone else. It's 
               a mess.

               Alex pulls Lizzie out of the back seat and sits her on top 
               of the car. He then pulls Rose out and holds onto her. Both 
               girls are crying.

                                     LIZZIE
                         What's happening?

                                     ALEX
                         It's okay. We'll be okay. Just hold 
                         onto Daddy.

               Alex grabs Lizzie and holds both of his daughters as he tries 
               to get out of the tunnel. The water level is rising.

               Alex passes a car and sees an OLD WOMAN inside, looking out 
               at him. He looks down at her, knowing that he can't do 
               anything to help her.

-----------------------------------------------------------------------------------------------------
                                                                        76.


               ANGLE ON : SUPERMAN

               As he flies into the tunnel. As he flies, he looks down at 
               an 18-wheeler, and uses his heat vision to cut off the side 
               of the trailer. As he passes it, he grabs the side of the 
               trailer and pulls it off as he continues toward the hole in 
               the wall of the tunnel.

               Alex stops and looks back toward Superman. Both of his 
               daughters have stopped crying and are staring in awe.

                                     LIZZIE
                         Daddy...?

                                     ALEX
                         I have no idea.

               Superman continues to hold the metal over the hole in the 
               wall. He looks back to the growing number of onlookers below.

                                     SUPERMAN
                         Run!

               Alex looks back to the old woman. She nods to him, telling 
               him to go.

               He takes his daughters and runs toward the end of the tunnel, 
               which is far beyond sight from this location.

               As Superman holds the metal in place, he looks around at the 
               rest of the tunnel. He can hear it cracking.

               X-RAY POV

               The walls are starting to weaken. Cracks are forming inside 
               the walls. Soon, the tunnel will collapse.

               Superman stops to think about how to handle this. He looks 
               back to the crowd of people as they try to escape. They won't 
               have time.

               INT. VAN - DAY

               Two men are sitting int he front of the van. They are REESE 
               LARSON and LARRY CAMDEN. Both are in dark colors and are 
               looking out the windshield at Sal G's Deli.

               Two police cars pull up to the deli and FOUR POLICE OFFICERS 
               get out. They start talking to each other in front of their 
               patrol cars.

                                     REESE
                         What is this?

                                     LARRY
                         Maybe they're just hungry.

-----------------------------------------------------------------------------------------------------
                                                                        77.


                                     REESE
                         If you're hungry, you go inside.

               As they watch, two of the officers walk down the alley next 
               to the deli. The other two walk inside.

                                     LARRY
                         They went inside.

                                     REESE
                         This ain't right. Something's wrong 
                         here.

                                     LARRY
                         What do you mean?

                                     REESE
                         I mean, the job's off. We've been 
                         found out.

                                     LARRY
                         Who told?

                                     REESE
                         There's only one guy who knew about 
                         this. Same guy that told us.

               INT. TUNNEL - DAY

               Superman is still holding the metal over the hole. A crowd 
               of people is still moving beneath him. A TRUCK DRIVER stops 
               and looks up at Superman. He notices Superman looking at the 
               other walls and not liking what he sees.

                                     TRUCK DRIVER
                         The rest of this place is gonna go 
                         too, isn't it?

                                     SUPERMAN
                         You should keep moving.

                                     TRUCK DRIVER
                         What about you?

                                     SUPERMAN
                         I'm fine. Go.

               The truck driver hesitates.

                                     TRUCK DRIVER
                         I wanna help. What can I do?

               Superman is about to respond, but pauses. He looks down toward 
               the ground next to the truck driver. The truck driver looks 
               down.

                                     TRUCK DRIVER (CONT'D)
                         What?

-----------------------------------------------------------------------------------------------------
                                                                        78.


                                     SUPERMAN
                         Keep moving.

               With that, Superman speeds out of the tunnel. The hole begins 
               to shoot water into the tunnel again.

               The truck driver starts moving once again. A YOUNG LADY is 
               behind him.

                                     YOUNG LADY
                         Nice of him to leave us.

                                     TRUCK DRIVER
                         He'll be back.

               EXT. HOBBS RIVER - DAY

               Superman rushes out of the tunnel and flies over the river. 
               He looks down at it for a moment, and then shoots up into 
               the sky.

               A moment later, there is a BANG as the sound barrier is 
               broken. Superman speeds downward in a blur, splashing into 
               the water.

               UNDERWATER

               Superman shoots through the water at full speed until he 
               rams into the ground. A cloud of dust fills the entire area.

               A moment later, Superman shoots back up toward the surface.

               ON THE SURFACE

               Superman flies out of the water and looks down at it. The 
               water level is lowering quickly. Superman flies toward the 
               tunnel.

               INT. TUNNEL - DAY

               Superman flies toward the spot where the water is shooting 
               through the wall. The flow of people is still moving beneath 
               him as he makes his way through the tunnel.

               Superman reaches the location of the leak and inspects the 
               area. He is about to grab the piece of metal and hold back 
               the water again when he sees the old woman, still in her 
               car. He lands next to her car and looks through the window, 
               which is rolled down.

                                     SUPERMAN
                         Ma'am, you shouldn't be here.

                                     OLD WOMAN
                         I couldn't walk out of here if I 
                         wanted to.

               Superman looks to the leak and then back to the woman.

-----------------------------------------------------------------------------------------------------
                                                                        79.


                                     SUPERMAN
                         I'll take you.

               He opens her car door.

               EXT. HIGHWAY OUTSIDE OF TUNNEL - DAY

               A large crowd of people is gathering outside of the tunnel, 
               resting after their escape. Police cars and fire engines are 
               arriving.

               Superman flies out of the tunnel, holding the old woman in 
               his arms. When they're far enough away from the tunnel, he 
               sets the old woman down.

                                     OLD WOMAN
                              (giggling)
                         Thank you. I haven't had that much 
                         fun in years.

               Superman isn't sure how to respond to that, given the 
               situation.

               A FIREMAN rushes up to him.

                                     FIREMAN
                         Who are you?

                                     SUPERMAN
                         That's a story I don't have time for 
                         at the moment. Stay out here. The 
                         tunnel could collapse any time now.

                                     FIREMAN
                         Are there still people in there?

                                     SUPERMAN
                         I'm working on that now.

               EXT. HOBBS RIVER - DAY

               The water level is low now. The top of the tunnel is no longer 
               under the water.

               The water from the river is still draining into an unseen 
               cavern below.

               INT. TUNNEL - DAY

               Superman flies back into the tunnel and sees a line of people 
               running for the mouth of the tunnel. He flies past those 
               that are near the outside and heads deeper into the tunnel 
               to help those that are still in the most danger.

               He flies past the hole in the wall of the tunnel. Water is 
               no longer pouring from it. 

-----------------------------------------------------------------------------------------------------
                                                                        80.


               Deep within the tunnel there are still stragglers attempting 
               to make their way out. Superman sees them and then looks 
               around for a way to get them out faster. Finally, he sees 
               his answer. An abandoned bus.

               He then looks up at the tunnel ceiling. 

               EXT. HIGHWAY OUTSIDE OF TUNNEL - DAY

               The crowd watches as people run out of the tunnel, and the 
               firemen help them.

               Suddenly, there is a loud BOOM.

                                     FIREMAN
                         What was that?

               A moment later, people in the crowd start to gasp and point 
               toward the exposed tunnel in the river. The fireman turns 
               and is stunned by what he sees.

                                     FIREMAN (CONT'D)
                         You've gotta be kidding me.

               ANGLE ON : SUPERMAN

               Carrying the bus full of people. Behind him, we can see a 
               hole punched through the tunnel, large enough to fit the bus 
               through it.

               Superman carries the bus to the street and sets it down 
               gently. 

               Another fireman rushes to where Superman is.

                                     FIREMAN 2
                         Anyone left in there?

                                     SUPERMAN
                         I'll take care of them. You stay 
                         here.

               Superman flies back into the tunnel. The two firemen look at 
               each other.

                                     FIREMAN
                         Screw that.

               They head toward the tunnel.

               EXT. TUNNEL - LATER

               Cheryl and her cameraman are outside of the tunnel now. She 
               is once again talking into her microphone, looking into the 
               camera.

-----------------------------------------------------------------------------------------------------
                                                                        81.


                                     CHERYL
                         This is Cherly Douglas, reporting 
                         live from the scene of one horrible 
                         accident and one amazing miracle.  
                         Just one hour ago, the Hobbs River 
                         tunnel began to collapse.  With 
                         hundreds inside and water flooding 
                         the tunnel, the situation was looking 
                         grim.  That is, until Metropolis' 
                         mysterious hero literally flew into 
                         the tunnel without the aid of any 
                         known technology, and carried those 
                         trapped inside to safety by the bus-
                         load. Amazingly, not one person was 
                         killed...

               INT. ELECTRIONICS STORE - DAY

               Cheryl's news report is playing on all of the TVs in the 
               store, and MANY PEOPLE are gathered around them, watching 
               video of Superman saving the day. Among these people are the 
               STORE MANAGER and a YOUNG EMPLOYEE.

                                     STORE MANAGER
                         This is incredible. Look at that 
                         guy.

                                     YOUNG EMPLOYEE
                         I wanna know how he's doing it. I 
                         mean, there has to be some kind of 
                         trick.

               The store manager shakes his head. He has no clue how this 
               is possible. He turns around and sees the people watching 
               the TVs. He hadn't noticed that there were so many of them.

               Finally, he turns back to the news report and speaks loud 
               enough for others to hear.

                                     STORE MANAGER
                         If I hadn't seen this in high-
                         definition widescreen, I wouldn't 
                         believe it. Look at the colors on 
                         that guy's cape. No way you're getting 
                         that kind of detail on a normal TV.

                                     YOUNG EMPLOYEE
                         What are you talking about?

               The store manager nudges his young employee.

                                     YOUNG EMPLOYEE (CONT'D)
                         Ouch.
                              (beat)
                         I'm pretty sure you're not allowed 
                         to do that.

-----------------------------------------------------------------------------------------------------
                                                                        82.


               The store manager leans close to the young employee and lowers 
               his voice.

                                     STORE MANAGER
                         This is a commission job, kid. I 
                         suggest you play along.

               The young employee catches on and raises his voice when he 
               speaks.

                                     YOUNG EMPLOYEE
                         I mean... wow! Look at the detail on 
                         his... little hair curl thing.

               ANGLE ON : JOHN CORBEN

               John Corben is a tall blond man who is stylishly dressed.  
               He is standing behind the crowd, watching the news report. 
               He is intrigued by what is going on, but not as awed by 
               Superman as others seem to be.

               A FEMALE EMPLOYEE of the store walks up to him, holding a 
               computer cable of some kind.

                                     FEMALE EMPLOYEE
                         Last one we had. 

               John takes the cable and smiles at her, flirting ever so 
               slightly.

                                     JOHN
                         Must be my lucky day.

               She smiles at him.

                                     FEMALE EMPLOYEE
                         Must be. Will that be all?

                                     JOHN
                         For now.

               She walks to a checkout counter and starts ringing him up. 
               He looks back to the news report.

                                     FEMALE EMPLOYEE
                         That's twenty-two seventy-three total.

               John reaches for his wallet, still watching the news. The 
               female employee looks in the direction of the TVs and sees 
               what he's looking at.

                                     FEMALE EMPLOYEE (CONT'D)
                         I know. It's amazing, right?
                              (beat)
                         No way you'd be watching that report 
                         from back here if those weren't 1080p 
                         HDTVs. Clearer than real life if you 
                         ask me.

-----------------------------------------------------------------------------------------------------
                                                                        83.


               John turns back to her, smiles and hands her his credit card.

                                     JOHN
                         I just bought one a few weeks ago. 
                         Good pitch though.

               She grins as she swipes his card.

               EXT. STREET/JOHN'S APARTMENT BUILDING - DAY

               John is walking down the street with shopping bag in hand. 
               He is skimming through his IPod menu as he walks, so his 
               attention is not on the street ahead.

               As he gets closer to his apartment building, he slips his 
               IPod back into his pocket and looks up. It's now that he 
               notices that there are two police cars parked outside of his 
               apartment building.

               He stops walking and thinks for a moment. As he sees TWO 
               POLICE OFFICERS walk out of the building, John turns around 
               and starts walking away from the building.

               He picks up his pace as he nears the next corner. As he turns 
               the corner, he comes face to face with Reese and Larry. Reese 
               smiles at him.

                                     REESE
                         Hello, Corben. Let's go for a ride.

               Larry grabs John's arm and pulls him toward the van, which 
               is parked nearby.

                                     JOHN
                         What's going on?

                                     REESE
                         It would seem that the cops caught 
                         wind of our plans for this evening. 
                         Any idea how that might have happened?

                                     JOHN
                         It wasn't me. I swear.

                                     LARRY
                         Right. It was the other guy who knew 
                         what we was up to.

               Reese opens the van door and shoves John inside.

                                     REESE
                         I don't like having the cops on my 
                         tail, Corben.

                                     JOHN
                         We can talk about this. C'mon!

               Reese closes the door and then looks to Larry.

-----------------------------------------------------------------------------------------------------
                                                                        84.


                                     REESE
                         Right. Let's go talk about this. 

               INT. CITY ROOM - DAILY PLANET BUILDING - DAY

               Perry, Lois and Clark are watching Cheryl's report on the TV 
               screen.

                                     LOIS
                         Saving babies and old women in the 
                         same day. Are we sure he's not running 
                         for office?

                                     PERRY
                         Look at that.  The man tore through 
                         the bottom of the river, into an 
                         underground cavern. Unbelievable.
                              (to Clark)
                         This is what news is all about, son.  
                         And we're right at the front of the 
                         coverage, thanks to the two of you.
                              (to Lois)
                         How you managed to land that 
                         interview... 
                              (then, to Clark)
                         ... and you managed to be at the 
                         scene of the tunnel collapse before 
                         anyone else is what makes the two of 
                         you the best in town.

                                     CLARK
                         Thank you sir.

                                     LOIS
                         Thanks.

               Perry turns off the TV.

                                     PERRY
                         But as of now, that's all old news.  
                         We have the lead now and I want to 
                         keep it that way. I'm counting on 
                         the two of you.

                                     CLARK
                         We won't let you down, sir.

               Perry nods and walks off. Lois walks to her desk. Clark 
               follows.

                                     LOIS
                         "We won't let you down, sir!"

               Lois throws Clark a solute as she sits.

                                     LOIS (CONT'D)
                         Why didn't you just bake the man an 
                         apple pie?

-----------------------------------------------------------------------------------------------------
                                                                        85.


                                     CLARK
                         Funny.

                                     LOIS
                         I know it, son. I know it.

               As Clark sits down at his desk, he looks over a note that 
               someone left for him. He then picks up the phone and dials 
               it. As he waits for an answer, he turns back to Lois.

                                     CLARK
                         Don't blame me if my manners happen 
                         to be better than yours.

                                     LOIS
                         Are you implying that I was raised 
                         in a barn, Smallville? Because I 
                         have a snappy comeback ready and 
                         waiting.

               Clark is about to say something when someone picks up the 
               other end of his phone call.

                                     CLARK
                         Yes, this is Clark Kent of the Daily 
                         Planet. I called in a tip earlier.
                              (beat)
                         Right.
                              (beat)
                         Right.

               Clark takes notes as the other person speaks.

                                     CLARK (CONT'D)
                         Thank you.

               Clark hangs up the phone.

                                     LOIS
                         You called in a tip?

                                     CLARK
                         John Corben was involved with those 
                         robberies that he was writing about.

                                     LOIS
                         Seriously?
                              (beat)
                         I knew he was a few grains shy of a 
                         healthy breakfast, but criminal? How 
                         did you come to this conclusion?

                                     CLARK
                         I read the reports on his site. The 
                         first one had interviews with several 
                         of the robbery victims before they 
                         were robbed.

-----------------------------------------------------------------------------------------------------
                                                                        86.


                                     LOIS
                         That's a hunch, not something you 
                         take to the cops.

               Clark hesitates.

                                     LOIS (CONT'D)
                         You broke into his place, didn't 
                         you? I'm proud of you, son.

               Lois looks back to the TV screen behind Clark. She rolls her 
               eyes as the picture shows live coverage of Cheryll on the 
               roof of a building.

                                     LOIS (CONT'D)
                         Look at that. As we speak, hundreds 
                         of eager young reporters are sitting 
                         on their rooftops, trying to flag 
                         down a man who can fly. It's sad.

                                     CLARK
                         It's news.

                                     LOIS
                         Yes. And believe me when I say that 
                         I wouldn't turn down an interview 
                         with the man, but I draw the line at 
                         acts of desperation.

                                     CLARK
                         Do you have a better idea?

                                     LOIS
                         As a matter of fact, I do. I'm going 
                         home.  I'm going to microwave myself 
                         a burrito and burn the top of my 
                         mouth while watching an episode of 
                         Greys Anatomy that I Tivo-ed.

                                     CLARK
                         And the interview?

                                     LOIS
                         If the guy wanted to do an interview, 
                         he'd find someone to do it.  He's 
                         not going to respond to a bunch of 
                         people trying to flag him down like 
                         a taxi.

                                     CLARK
                         I think it's a little early to be 
                         calling the man's plays before they 
                         happen. You don't know when he'll 
                         show up next.

                                     LOIS
                         I know that it's not going to be on 
                         my roof.

-----------------------------------------------------------------------------------------------------
                                                                        87.


               Clark shrugs and turns to his computer. When Lois can't see 
               his face anymore, he grins.

               INT. LUTHOR MEDICAL RESEARCH CENTER - VALE'S LAB - NIGHT

               Professor Vale is at his desk with a number of electrodes 
               stuck to his head. His eyes are closed and he is focusing as 
               strongly as he can.

               Down on the desk, the metallo rod is attached to another 
               electrode. After a few moments, the ROD BEGINS TO MOVE. It 
               finally changes form, into a "V" shape, and then a wavy line.

               Professor Vale opens his eyes and looks down at the metallo 
               rod, which springs back to its original shape a moment later.

               Vale lets out a sigh as Lex walks into the room.

                                     LEX
                         Good evening, Professor. How are we 
                         this evening?

                                     PROFESSOR VALE
                         Working, as usual, sir.

                                     LEX
                         Good to see. So I assume you haven't 
                         seen the news?

                                     PROFESSOR VALE
                         Not today, no.

                                     LEX
                         Then allow me to fill you in on the 
                         latest headlines. It would seem that 
                         some sort of comic book superhero is 
                         flying around Metropolis, saving 
                         people left and right.

                                     PROFESSOR VALE
                         Umm... I don't really--

                                     LEX
                         No, you don't. So let me tell you 
                         what this means. It means that this 
                         man can fly into a collapsing tunnel 
                         and carry dozens of people to safety. 
                         It means that he can ram his way 
                         into an underground cavern and lower 
                         the water level of an entire river, 
                         just to buy a little more time to 
                         save the day. It means that the police 
                         have a new allie who is capable of 
                         going places and doing things that 
                         nobody else on the planet is able 
                         to.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        88.


                                     LEX (CONT'D)
                              (beat)
                         It means that there is a very real 
                         possibility that the need for your 
                         metallo-man in this particular city 
                         is growing smaller by the moment. 
                         Now, I'm not a stupid man, Professor. 
                         I know that whoever or whatever this 
                         man is, he can't possibly be 
                         everywhere in the world.  He can't 
                         possibly save every one who needs 
                         saving. I know that the world still 
                         needs your brilliant creation to 
                         save the day. It's just that we have 
                         ourselves a little competition right 
                         now. I need to know that we are still 
                         in the game. I need to know that 
                         this metallo was worth the money 
                         that's been invested.

                                     PROFESSOR VALE
                         It is! I was just running some new 
                         tests and it's coming along.

                                     LEX
                         What progress have you made?

                                     PROFESSOR VALE
                         Well, I was trying to find a way of 
                         using the human brain to control the 
                         machine. My problem is that there is 
                         no way to process my thoughts through 
                         a computer in a way that could control 
                         the metallo on a reasonable level.  
                         By the time the signal reaches the 
                         metallo, it's degraded. It's delayed. 
                         It's just... wrong. On top of 
                         everything else, my brain is being 
                         used to control my own body's 
                         functions. It can't handle two bodies 
                         at once.

                                     LEX
                         You've been talking about human brains 
                         quite a bit, Professor. What are you 
                         trying to tell me?

                                     PROFESSOR VALE
                         I'm saying that in an ideal world, I 
                         might be able to use an actual human 
                         brain to process the commands of the 
                         metallo.

                                     LEX
                         You need a human brain?

                                     PROFESSOR VALE
                         Ideally, yes.

-----------------------------------------------------------------------------------------------------
                                                                        89.


               Lex pauses as he listens for a sound.

                                     PROFESSOR VALE (CONT'D)
                         Is something wrong?

                                     LEX
                         I just figured that I'd hear a clash 
                         of thunder or some type of organ 
                         music.
                              (beat)
                         If you need a human brain, then we'll 
                         just have to get you a human brain.

                                     PROFESSOR VALE
                         How?

                                     LEX
                         Organ donors, Professor. One of the 
                         many perks of working in a state-of-
                         the-art medical center.

               INT. LOIS' APARTMENT - LIVING ROOM - NIGHT

               Lois' apartment is pretty large and well decorated. As though 
               it was ripped from the page of a furniture catalog. She has 
               two doors in the back of the room which lead to a balcony. 
               These doors are open.

               Lois stands near the couch, facing the doors. She is in her 
               pajamas and is just taking a moment for the cool breeze to 
               come over her.

               From the kitchen, a BEEP can be heard. Lois walks into the 
               kitchen and returns a moment later with a cup of hot coffee 
               and a few cookies wrapped in a paper towel. She sits on the 
               couch and flips on the TV, setting the cookies down on the 
               table in front of her.

               As she searches through her DVR menu, another gust of wind 
               blows behind her.

               She takes a sip of her coffee, which is very hot. As she 
               reacts to this, she puts the cup down on the table.

                                     SUPERMAN (O.S.)
                         Careful.

               Lois quickly turns toward the open door, knocking the coffee 
               cup as she turns. The mug begins to fall.

               Superman speeds across the room and catches the mug before 
               it hits the floor. No coffee is lost. He sets the mug down 
               on the table.

                                     SUPERMAN (CONT'D)
                         You should let this cool before you 
                         try drinking it.

-----------------------------------------------------------------------------------------------------
                                                                        90.


                                     LOIS
                         You're just saving all kinds of people 
                         today, aren't you?

               Lois stands up.

                                     SUPERMAN
                         I do what I can.

                                     LOIS
                         Which includes breaking and entering?

                                     SUPERMAN
                         I walked through an open door.

                                     LOIS
                         Yeah, well... It doesn't count if 
                         it's a fifteenth floor balcony.

                                     SUPERMAN
                         If you want me to leave...

               Superman starts to walk toward the open doors.

                                     LOIS
                         Wait!

               Superman stops.

                                     LOIS (CONT'D)
                         You invade my home, the least you 
                         could do is give me an interview.

               Superman faces her again.

                                     SUPERMAN
                         That's why I came.

                                     LOIS
                         You came to give me an interview? 
                         Why?

                                     SUPERMAN
                         You're a reporter.

                                     LOIS
                         I mean, why me? There are a dozen 
                         tarts with sleeping bags, camping 
                         out on their roofs tonight. Why do 
                         you come to the one who just wanted 
                         to stay home and watch TV?

                                     SUPERMAN
                         I like your work. 

                                     LOIS
                         You've read my work?

-----------------------------------------------------------------------------------------------------
                                                                        91.


                                     SUPERMAN
                         Often.
                              (re: the TV)
                         And, I think it was a rerun tonight 
                         anyway. 

                                     LOIS
                         Whatever.

                                     SUPERMAN
                         If you'd rather I call your office 
                         and make an appointment, I could.

                                     LOIS
                         Well, you're here. You might as well 
                         do it now.

               Lois looks down at her clothes.

                                     LOIS (CONT'D)
                         If you don't make fun of my outfit, 
                         I won't make fun of yours. Deal?

                                     SUPERMAN
                         Deal.

                                     LOIS
                         Okay. So... You want to sit?

                                     SUPERMAN
                         I'll stand.

                                     LOIS
                         Okay. That works too.

               Lois goes to a nearby desk and pulls out a notebook with 
               pen, and an audio recorder. She presses a button on the 
               recorder.

                                     LOIS (CONT'D)
                         You don't mind if I record this, do 
                         you?

                                     SUPERMAN
                         No.

                                     LOIS
                         Good. Okay. Umm...

               Lois chuckles.

                                     LOIS (CONT'D)
                         I have no idea where to begin with 
                         this conversation.
                              (beat)
                         What the hell are you?

-----------------------------------------------------------------------------------------------------
                                                                        92.


                                     SUPERMAN
                         I don't know.

                                     LOIS
                         Well, where do you come from?

                                     SUPERMAN
                         I don't know.

                                     LOIS
                         What does the "S" stand for?

               Superman doesn't get the question at first. Lois then points 
               to the "S" on his chest.

                                     SUPERMAN
                         Oh... I don't know. I mean... I'm 
                         not really sure.

                                     LOIS
                         You're not making this easy.

                                     SUPERMAN
                         I'm sorry.

                                     LOIS
                         Why don't you tell me what you do 
                         know? You've been doing a lot of 
                         pretty impressive things. You seem 
                         to have...
                              (beat)
                         ...abilities. Beyond those of normal 
                         men. Want to tell me about those? 
                         How do you fly?

                                     SUPERMAN
                         I'm not sure how it works. I just do 
                         it.

               Lois takes notes as Superman talks. 

                                     LOIS
                         Have you always been able to?

                                     SUPERMAN
                         Since I was a teenager.

                                     LOIS
                         And lifting busses?

                                     SUPERMAN
                         I've been stronger than other people 
                         since I can remember.

                                     LOIS
                         How much can you lift?

-----------------------------------------------------------------------------------------------------
                                                                        93.


                                     SUPERMAN
                         I'm not sure. I've never really gotten 
                         a firm number.

                                     LOIS
                         You've never seen what your limits 
                         are?

                                     SUPERMAN
                         I've tried. I just haven't come across 
                         anything that I couldn't lift.

                                     LOIS
                         Seriously?

               Superman just nods.

                                     LOIS (CONT'D)
                         What else can you do?

                                     SUPERMAN
                         Heat vision...

                                     LOIS
                         Laser?

               Superman looks at a candle across the room and a beam of 
               heat shoots from his eyes. The candle lights. Lois sees this 
               and makes a note.

                                     LOIS (CONT'D)
                         Wow.
                              (beat)
                         How hot is that?

                                     SUPERMAN
                         Depends on what I want it to do. I 
                         can make it weak enough to light a 
                         candle or hot enough to melt metal.

                                     LOIS
                         Handy. Anything else?

                                     SUPERMAN
                         I can see through things. I haven't 
                         found anything that can wound me so 
                         far...

                                     LOIS
                         Nothing?

                                     SUPERMAN
                         Not yet.

               Lois makes a note of this. She then looks to Superman with a 
               very serious look in her eyes.

-----------------------------------------------------------------------------------------------------
                                                                        94.


                                     SUPERMAN (CONT'D)
                         What?

                                     LOIS
                         Just seeing if you can read my mind.

               Superman chuckles.

                                     SUPERMAN
                         That's one thing I cannot do.

               Lois jots this down.

                                     LOIS
                              (under her breath)
                         Too bad.

                                     SUPERMAN
                         But I can hear things from miles 
                         away.
                              (beat)
                         Really good ears.

                                     LOIS
                         Good to know.

               Lois finishes writing a note and then lowers the pad. This 
               question is as much for her as for her interview.

                                     LOIS (CONT'D)
                         You have no idea where you come from?

                                     SUPERMAN
                         I know that I'm not from around here.

                                     LOIS
                         Where do you think you're from?

                                     SUPERMAN
                         Someplace far away.

                                     LOIS
                         Are you a Russian science experiment, 
                         left over from the Cold War?

                                     SUPERMAN
                         No.

                                     LOIS
                         Then could you be more specific?

                                     SUPERMAN
                         I'm not from this world, Miss Lane. 

                                     LOIS
                         Oh.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        95.


                                     LOIS (CONT'D)
                              (beat)
                         When did you come here? Are you a 
                         documented... alien?

               Lois knows that she probably should have used a different 
               word. Superman doesn't like it either. 

                                     SUPERMAN
                         I came here as a baby.  I grew up on 
                         Earth. It's my home. That's why I 
                         want to protect it. It's why I need 
                         to help people.

                                     LOIS
                         Sweet. So what's your agenda?

                                     SUPERMAN
                         Beyond helping people, I don't have 
                         one.

                                     LOIS
                         Everyone with power has an agenda. 
                         What's your endgame? What do you 
                         stands for?

                                     SUPERMAN
                         I'm not a political figure.

                                     LOIS
                         You have to believe in something.

               Superman thinks. An answer suddenly comes to mind which makes 
               him smile.

                                     SUPERMAN
                         Truth, justice... The American way.

                                     LOIS
                         How noble of you.

                                     SUPERMAN
                         You don't believe me?

                                     LOIS
                         You're just coming across as a little 
                         too good to be true. You have to be 
                         hiding something.

                                     SUPERMAN
                         Aren't we all?
                              (beat)
                         Look, I don't want to be worshipped 
                         and I'm not looking to rule the world. 
                         Honestly, I have too much on my plate 
                         as it is. What I want is to help.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        96.


                                     SUPERMAN (CONT'D)
                         I have abilities that can be of use 
                         to this world and I want to use them 
                         in any way I can.

               Lois doesn't respond for a moment. She actually believes 
               him.

                                     SUPERMAN (CONT'D)
                         Are you okay?

                                     LOIS
                         Fine.
                              (beat)
                         So superpowers and world conquest 
                         aside... You're an alien. That's 
                         pretty big. That solves a few of the 
                         bigger questions that we've been 
                         asking for most of our existence.  
                         "Is there life on other planets?"
                              (beat)
                         I guess so, right?

                                     SUPERMAN
                         Yeah. I guess so.

               Superman walks to the open doors and looks out at the sky.

                                     SUPERMAN (CONT'D)
                         Then again, you have to wonder what 
                         kind of people would abandon their 
                         child on an alien planet.
                              (beat)
                         I don't come from here, Lois. But 
                         that world out there is far more 
                         alien to me than this one.

               Lois turns off her audio recorder and puts her notes down.

                                     LOIS
                         I didn't mean to... I mean--

                                     SUPERMAN
                         It's fine. Nothing I haven't thought 
                         about a million times.

                                     LOIS
                         I can't imagine what it must be like 
                         to feel so alone.

               Superman looks Lois in the eyes. 

                                     SUPERMAN
                         I don't.

               They share an extended look. Finally, Superman looks outside 
               again.

-----------------------------------------------------------------------------------------------------
                                                                        97.


                                     SUPERMAN (CONT'D)
                         Do you like flying, Miss Lane?

                                     LOIS
                         I hate confined places.

               Finally, his comment sinks in and she realizes what he means.

                                     LOIS (CONT'D)
                         Oh. You mean... Flying.
                              (beat)
                         No. Thank you, but no.

               It's obvious that Lois is nervous. Superman finds this 
               amusing.

                                     SUPERMAN
                         I never pictured you as the nervous 
                         type.

                                     LOIS
                         Survival instinct. You might have 
                         unbreakable bones of steel or 
                         whatever, but when I hit the ground 
                         from twenty stories up, I tend to 
                         make a mess.

               Superman holds out a hand.

                                     SUPERMAN
                         Trust me. I won't let you fall.

               Lois looks at him, about to repeat what she just said, but 
               something about his look changes her mind. She swallows hard 
               and puts her hand in his.

                                     LOIS
                         If you drop me, it is going to be 
                         very bad press.

               They step out onto the balcony. Superman scoops Lois into 
               his arms and lifts off of the floor.  Lois gasps as he does 
               this.

                                     LOIS (CONT'D)
                         It's like riding an elevator.
                              (beat)
                         Y'know, without doors or a floor or 
                         any kind of safety mechanism.

               Superman grins as he rises higher, into the night sky.

               EXT. SKY - NIGHT

               Superman carries Lois high above the city. She looks at the 
               lights below, taking in the beauty. Superman says nothing as 
               he watches the look of awe in her face.

-----------------------------------------------------------------------------------------------------
                                                                        98.


               Lois looks at him.

                                     LOIS
                         This is incredible.
                              (beat)
                         I get sick looking out of an airplane, 
                         but this is completely different.

                                     SUPERMAN
                         It's the fresh air.

                                     LOIS
                         Or what passes for it in Metropolis. 
                         You must come out here a lot.

                                     SUPERMAN
                         Not until recently.

                                     LOIS
                         Why not? If I could fly around like 
                         this, I'd... Probably be worried 
                         about some crazy government trying 
                         to conduct an alien autopsy on me.

                                     SUPERMAN
                         It's more complicated than it seems, 
                         isn't it?

                                     LOIS
                         That's why you waited so long, isn't 
                         it? You were scared?

                                     SUPERMAN
                         Me? Scared?

                                     LOIS
                         Right. Do the male ego thing. That's 
                         usually the part where I sneak out 
                         the bathroom window, but in this 
                         situation I think it might be best 
                         if I stayed put.

               There's a moment of quiet between them. Lois looks at the 
               "S" shield on his chest and runs her hand over it.

                                     LOIS (CONT'D)
                         You said you weren't sure what the 
                         "S" stood for. What do you think it 
                         is? 

                                     SUPERMAN
                         Hmm?
                              (then)
                         Oh. It's not an "S" exactly. It was 
                         in the ship I was sent here in. I 
                         think it's my family's crest. The 
                         costume... most of it is like a suit 
                         of armor, I think.

-----------------------------------------------------------------------------------------------------
                                                                        99.


                                     LOIS
                         Well, if anyone asks about it from 
                         this point on, I'd just say it's an 
                         "S". "Suit of armor" could come across 
                         as a little hostile.

                                     SUPERMAN
                         And if they ask what the "S" means?

                                     LOIS
                         I'm sure we can think of something 
                         clever.

                                     SUPERMAN
                         We can try.
                              (beat)
                         Hey, wanna go higher?

               INT. LUTHOR MEDICAL RESEARCH CENTER - MORGUE - NIGHT

               Professor Vale walks into the morgue with THREE ASSISTANTS 
               behind him. He looks around nervously.

                                     PROFESSOR VALE
                              (to himself)
                         This is... science. It's science. 
                         We're doing the work of... science.

               A MORGUE TECHNICIAN walks to Professor Vale.

                                     MORGUE TECHNICIAN
                         Can I help you?

                                     PROFESSOR VALE
                         I... I, uhm... Need a brain.

                                     MORGUE TECHNICIAN
                         Excuse me?

                                     PROFESSOR VALE
                         I work in the research center. We 
                         need... a brain.

                                     MORGUE TECHNICIAN
                         Are you kidding me?

               Professor Vale hands the technician a card, which the 
               technician reads. He then walks to a nearby phone and dials 
               a number.

               Professor Vale waits nervously as the morgue technician makes 
               his phone call and then walks back to Professor Vale.

                                     MORGUE TECHNICIAN (CONT'D)
                         Looks like you need a brain.

                                     PROFESSOR VALE
                         Something recent. Fresh.

-----------------------------------------------------------------------------------------------------
                                                                       100.


               The morgue technician walks to the wall of refrigerated 
               drawers and opens one. He pulls out the drawer which has a 
               corpse on it, still in a body bag.

                                     MORGUE TECHNICIAN
                         This one was just brought in.  I 
                         haven't even had time to work on him 
                         yet. The body's messed up, but the 
                         head's not too bad. License says 
                         he's a donor.

               The morgue technician unzips the bag, revealing the face of 
               John Corben.

               Professor Vale takes a quick look and then looks away. He 
               nods to the technician. The morgue technician smiles.

                                     MORGUE TECHNICIAN (CONT'D)
                         Anything else for you tonight? We're 
                         running a special on honey baked ham 
                         if you're interested.

               Professor Vale looks as though he might be sick.

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Clark is sitting at his desk, reading the front page of the 
               newspaper. Lois and Jimmy are nearby too. Lois is listening 
               as Jimmy reads.

                                     JIMMY
                         "My Night With A Super Man." This is 
                         incredible, Lois.

                                     LOIS
                         Yes, it is.

                                     JIMMY
                         A superpowered alien from another 
                         world who has sworn to protect 
                         humanity. I used to read stories 
                         like this when I was a kid.

                                     CLARK
                         Who didn't?

                                     LOIS
                         He's more than that though.  He's 
                         not from around here, but who is? I 
                         mean, all of our families came to 
                         this country at some point, right?

                                     JIMMY
                         But not from Mars.

                                     LOIS
                         He's not from Mars, Jimmy.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       101.


                                     LOIS (CONT'D)
                              (beat)
                         Probably. Either way, he's more human 
                         than most of the people I've met on 
                         this job.

                                     CLARK
                         You think so?

                                     LOIS
                         I do. I can tell a creep from a mile 
                         away and my gut is telling me that 
                         this guy is for real.

                                     CLARK
                         That's not what you were saying 
                         yesterday.

                                     LOIS
                         Well, yesterday I didn't know the 
                         guy.

                                     JIMMY
                         The guy whose name isn't even 
                         mentioned in the article?

                                     LOIS
                         He didn't tell me his name, okay? 
                         Everyone has a right to some secrets.

               Jimmy leans closer to Clark.

                                     JIMMY
                         Remind me to get Lois a pair of pom-
                         poms for her birthday.

               Clark chuckles. Lois punches Jimmy on the arm.

                                     JIMMY (CONT'D)
                         Ouch.

               Clark flips over the paper and reads another story. His smile 
               drops.

                                     LOIS
                         What's wrong with you?

                                     CLARK
                         John Corben was killed last night.

                                     LOIS
                         What?

                                     CLARK
                         He was shot six times in the chest. 
                         Died at the new Luthor Medical Center.

               Clark puts the paper down.

-----------------------------------------------------------------------------------------------------
                                                                       102.


                                     CLARK (CONT'D)
                         Why didn't I know about this?

                                     JIMMY
                         Do you think he was killed by whoever 
                         was doing the robberies?

               Clark doesn't respond.

                                     JIMMY (CONT'D)
                         If he was killed by the robbers, 
                         it's probably because the police 
                         stopped the robberies, and that's 
                         only because Clark told the police 
                         about Corben. So if that's what 
                         happened, then in a way--

               Lois punches Jimmy on the arm again.

                                     JIMMY (CONT'D)
                         Ouch! Why do you keep doing that?

               Clark gets up and walks toward Perry's office.

               INT. DAILY PLANET BUILDING - PERRY WHITE'S OFFICE - DAY

               Perry is sitting at his desk, looking over some papers. 
               There's a knock on the door as Clark opens it.

                                     CLARK
                         Can I have a second?

                                     PERRY
                         What can I do for you?

                                     CLARK
                         The story in the paper today. The 
                         one about Corben being killed...

                                     PERRY
                         Don't work yourself up over it. You 
                         did what you had to.

                                     CLARK
                         Why didn't someone call me with this 
                         news?

                                     PERRY
                         I tried to last night. You weren't 
                         answering.
                              (beat)
                         It's not your fault. We report the 
                         facts here. The fact is that Corben 
                         would still be alive if he hadn't 
                         gotten involved in this mess to begin 
                         with. You ran a good story and that's 
                         where your part in this ends.

-----------------------------------------------------------------------------------------------------
                                                                       103.


                                     CLARK
                         Is it really that simple?

                                     PERRY
                         It has to be.
                              (beat)
                         Sit down. Let me tell you a story.

               Clark sits. Perry puts his work down and sits back in his 
               chair.

                                     PERRY (CONT'D)
                         When I was a young reporter, I caught 
                         wind of a connection between certain 
                         political figures and a local crime 
                         family. Money passed hands, crimes 
                         were overlooked and I reported on 
                         it. I covered that story from every 
                         angle I could think of and in the 
                         end, the piece got me the recognition 
                         that led me to this office I'm in 
                         today.
                              (beat)
                         Three members of that family were 
                         killed in mysterious accidents before 
                         they could name names. All the 
                         evidence that I'd worked to gather 
                         fell through when it came time to 
                         put criminal cases together. None of 
                         those men ever stood trial for what 
                         they'd done. It was quite the scandal 
                         in the days before O.J.

                                     CLARK
                         Did you feel guilty about any of it?

                                     PERRY
                         Guilty? No. I was doing my job.
                              (beat)
                         But I think that's the first time I 
                         truly realized how much power we 
                         have when we write our stories.  
                         There's a lot of romance thrown around 
                         about the life of a reporter. Travel. 
                         See the world. Report what you see 
                         and hope to mean something someday.

                                     CLARK
                         But it carries more weight than people 
                         imagine.

                                     PERRY
                         Yes, it does. When some people 
                         discover this, they run. Others don't 
                         care. They're in it for the glamor. 
                         The really good ones never stop 
                         caring.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       104.


                                     PERRY (CONT'D)
                         They don't just work toward a 
                         Pulitzer. The good ones never lose 
                         their souls in this mess. That's why 
                         I'm glad you wanted to see me, Kent. 
                         I was starting to worry.

               INT. LUTHOR MEDICAL RESEARCH CENTER - VALE'S LAB - NIGHT

               There is a table set up to one side of the lab now. On the 
               table is the form of a man, covered with a sheet.

               Professor Vale is standing over the table, looking down at 
               the form.  There are SEVERAL LAB ASSISTANTS in the room behind 
               him.

               Lex walks into the lab.

                                     LEX
                         I trust you have good news for me, 
                         Professor?

                                     PROFESSOR VALE
                         I do. I think.

                                     LEX
                         That's vague.

               Lex walks to the table and looks down at the form.

                                     LEX (CONT'D)
                         Is this it?

                                     PROFESSOR VALE
                         I've molded the metallo in the form 
                         of the brain donor's original body. 
                         It might help ease some of the shock. 
                         I still need to put finishing touches 
                         on it, but it should be functional 
                         soon.

                                     LEX
                         What's your power source?

                                     PROFESSOR VALE
                         A uranium capsule. It was the only 
                         power source that seemed to provide 
                         reasonable power for the metallo. 
                         Everything else drained too quickly.

                                     LEX
                         But the uranium will last?

                                     PROFESSOR VALE
                         I theory. I'm exploring other options, 
                         just in case. I read an article about 
                         a meteor--

-----------------------------------------------------------------------------------------------------
                                                                       105.


                                     LEX
                         As long as the uranium works, I don't 
                         care about space rocks, Professor.
                              (beat)
                         Turn it on. I want to see this thing 
                         work.

               Professor Vale nods and pulls the sheet back, revealing the 
               almost skeletal form of Metallo. There are no wires or joints. 
               He is a perfectly solid structure, lacking the layers of 
               flesh that would be required to make him appear human.

               Lex stops and takes a good look at this form. He then moves 
               on to the file on a nearby table, looking at the image of 
               the brain's donor.

                                     LEX (CONT'D)
                         He looks familiar. Did he work for 
                         me?

                                     PROFESSOR VALE
                         No. Not that I'm aware of.

                                     LEX
                         What was his name?

                                     PROFESSOR VALE
                         I'm nor sure. John, I think.

               Professor Vale types a command into his computer, sending a 
               signal to the metallo. 

                                     LEX
                         John?

               Lex suddenly recognizes the form.

                                     LEX (CONT'D)
                         You mean, John Corben?

                                     PROFESSOR VALE
                         That might be it.

                                     LEX
                         You fool. You chose the brain of a 
                         widely known criminal?!

                                     PROFESSOR VALE
                         Wha--? I didn't... I mean...

                                     LEX
                         Do you read the papers, Professor? 
                         John Corben has been all over the 
                         front pages since he died, three 
                         days ago. People will recognize him!

                                     PROFESSOR VALE
                         But...

-----------------------------------------------------------------------------------------------------
                                                                       106.


                                     LEX
                         You have to switch donors. Find 
                         someone else.

                                     PROFESSOR VALE
                         I can't.  The metallo has been 
                         calibrating for the last three days.  
                         This body won't work with any other 
                         brain.

                                     LEX
                         Then scrap it. Start over. I can't 
                         have a criminal representing LexCorp.

               Professor Vale pauses for a moment, not sure how to respond.

               Suddenly, Metallo's eyes shoot open. They are without proper 
               coloring at the moment, so they appear to be completely black.

               Metallo looks around the lab. Lex steps back as Metallo sits 
               up.

               Metallo moves his mouth, but no sound comes from it. He tries 
               a few more times until there is finally a garbled mess of 
               sound.

               Metallo looks to Professor Vale, and then to Lex. He 
               recognizes Lex. The two of them lock eyes for a moment.

                                     LEX (CONT'D)
                         Shut it off, Professor. Kill the 
                         damn thing.

               Metallo is confused by this. He lifts a hand and looks at 
               it. He then looks back to Lex.

                                     METALLO
                              (slightly garbled)
                         What the hell is this?

                                     LEX
                              (to Vale)
                         Turn it off!

                                     PROFESSOR VALE
                         I can't. The metallo is independant 
                         now. It's alive.

               Lex doesn't like the sound of this. He looks back to Metallo.

                                     METALLO
                         Metallo?
                              (beat)
                         What have you done to me?

               Lex doesn't respond for a moment. Finally, he accepts the 
               situation and regains his composure. 

-----------------------------------------------------------------------------------------------------
                                                                       107.


                                     LEX
                         We brought you back from the dead. 
                         Now you work for me.

               Metallo doesn't know how to respond to this. He looks at his 
               hand again, and then to the rest of his body.  He feels his 
               chest, which is where the compartment for his power supply 
               is. His chest is the only part of his body that isn't solid. 
               There is a seam in the chest, allowing for access to the 
               power supply.

               When Metallo speaks again, his voice is perfectly clear. 

                                     METALLO
                         I can't feel anything.
                              (to Professor Vale)
                         What am I?

                                     PROFESSOR VALE
                         You are the greatest breakthrough of 
                         human history. A human brain inside 
                         of a mechanical body.

               Metallo doesn't respond to this. Lex looks to Professor Vale.

                                     LEX
                         Finish it. Make it look human. Call 
                         me when it's done.

               Lex walks out of the lab. Once he's gone, Metallo looks to 
               Professor Vale.

                                     METALLO
                         Is that what I am now? An "it"?

               Professor Vale isn't sure how to respond.

               Metallo gets up from the table and walks around the room as 
               several lab assistants watch. He walks to a computer and 
               bends down to look at the screen.

                                     METALLO (CONT'D)
                         I'm pretty much the next upgrade to 
                         this computer.
                              (beat)
                         No wireless internet though. I'm 
                         disappointed.

                                     PROFESSOR VALE
                         What?

               Professor Vale walks to his computer and studies it.

                                     PROFESSOR VALE (CONT'D)
                         Oh! I forgot you add you to the 
                         network.

-----------------------------------------------------------------------------------------------------
                                                                       108.


               As Vale goes to work on his computer, Metallo brings up the 
               Daily Planet's website on the computer that he's using.  He 
               runs a search for "John Corben" and begins reading the search 
               results.

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Jimmy walks across the office, to Lois' desk. Lois is typing 
               up a new story and Jimmy doesn't want to bother her, so he 
               just stands there and waits for her to respond to him.

               After a moment, Lois looks up at Jimmy.

                                     LOIS
                         Is there a reason why you're standing 
                         over me?

                                     JIMMY
                         I'm looking for Clark.

                                     LOIS
                         I'm pretty sure he's not sitting at 
                         my desk.

               Lois looks at Clark's desk.

                                     LOIS (CONT'D)
                         I'm also pretty sure he's not sitting 
                         at his desk. My guess is that he's 
                         not here.

                                     JIMMY
                         If you see him, tell him I was looking 
                         for him.

                                     LOIS
                         You bet.

               Jimmy walks away from Lois' desk and toward the TV monitor 
               where Lex Luthor is appearing on a cable news show.

               The HOST is sitting across from Lex on the brightly lit set 
               of the show.

                                     LEX
                         What I mean to say is that the current 
                         state of the Metropolis economy is 
                         something that we need to address 
                         sooner, rather than later. The problem 
                         may not be severe now, but if we 
                         allow it to get out of hand we could 
                         find our city in it's own depression.

                                     HOST
                         Some say that you're only interested 
                         in expanding your own empire.

-----------------------------------------------------------------------------------------------------
                                                                       109.


               INT. TV STUDIO - DAY

               The same scene, but no longer on TV. This is the taping, 
               complete with cameras and lights. 

                                     LEX
                         While it may be true that I have a 
                         certain investment in the restoration 
                         of Hobbs Bay, my concern isn't merely 
                         about money. I grew up in the area. 
                         I know the people in the area.  The 
                         fact of the matter is that the area 
                         is becoming more and more dangerous 
                         with each passing day. It's no longer 
                         safe for children to play in the 
                         streets. It's no longer safe for 
                         women to return home at night without 
                         an escort. This is unnacceptable.  
                         Furthermore, the local government 
                         seems to have placed the area on the 
                         back burner as far as funds are 
                         concerned. The recent tunnel collapse 
                         is proof that someone needs to step 
                         in and see to it that these residents 
                         are not forgotten. I want to see to 
                         it that these people are not just 
                         given a better place to live, but 
                         also more options when it comes to 
                         the work that they're able to take.

                                     HOST
                         Some say that you are more interested 
                         in pushing those residents out of 
                         their own homes. Ideas ranging from 
                         a massive residential mall for the 
                         wealthy, to some mystical tower 
                         designed to channel the planet's chi 
                         have been thrown around online.

               Lex chuckles.

                                     LEX
                         I've heard some of those rumors, and 
                         while they're certainly amusing, 
                         they're also wrong. The truth is 
                         that I have had many proposals cross 
                         my desk over the years for many types 
                         of buildings all over the city. Plans 
                         for the development of Hobbs Bay are 
                         in such early stages that there really 
                         haven't been meetings on what type 
                         of buildings I would invest in. At 
                         the moment, the idea is simply that.  
                         An idea. To accomplish the goal of 
                         restoring this vital sector of our 
                         city to its full glory, we will need 
                         the support of government officials,
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       110.


                                     LEX (CONT'D)
                         other corporations and the residents 
                         themselves. We still have quite a 
                         way to go in this process, but I'm 
                         excited about it.

                                     HOST
                         As, I'm sure, are many of our viewers.  
                         We don't have much time left, Mr. 
                         Luthor, but before we go I do want 
                         ask you about the biggest news 
                         development of the week. The hero of 
                         Metropolis that people are calling a 
                         "Superman".

                                     LEX
                         I'm as intrigued by the story as 
                         anyone.

                                     HOST
                         Any thoughts or opinions on the 
                         mysterious stranger?

                                     LEX
                         He would certainly seem to be quite 
                         the blessing to our city and the 
                         world at large. I think it's a little 
                         early to form any strong opinions on 
                         the man himself.

                                     HOST
                         You sound wary.

                                     LEX
                         I am. I think we all must be. Any 
                         person with such power is to be 
                         approached with caution. We also 
                         have to take into consideration the 
                         fact that he is not human. We can't 
                         be sure of where he comes from or 
                         what his intentions are.

                                     HOST
                         I thank you for being here, Mr. 
                         Luthor.

                                     LEX
                         I enjoyed sparring with you.

               The host smiles and turns to the camera.

                                     HOST
                         Coming up after the break, just what 
                         are scientists saying about our alien 
                         visitor? We'll also be discussing 
                         how this revelation may impact the 
                         various religions of the world. Stay 
                         tuned... You're "On The Clock".

-----------------------------------------------------------------------------------------------------
                                                                       111.


               Lex stands up and shakes the host's hand as they go to 
               commercial.

               As Lex walks off of the set, his CELL PHONE RINGS. He answers 
               it.

                                     LEX
                         Luthor.

               intercut with:

               EXT. LUTHOR MEDICAL RESEARCH CENTER - DAY

               Professor Vale is outside of the center, looking around. 
               He's nervous as usual.

                                     PROFESSOR VALE
                         Mr. Luthor, it's Professor Vale.

                                     LEX
                         I don't suppose you have good news 
                         for me.

                                     PROFESSOR VALE
                         Well, I've completed work on the 
                         project. Synthetic skin. Realistic 
                         eyes. He looks perfectly human.

                                     LEX
                         Right. So, what's the bad news?

                                     PROFESSOR VALE
                         The bad news. Right.
                              (beat)
                         Well, I'm finding it difficult to 
                         keep him under control.

                                     LEX
                         I'll send extra security to handle 
                         the matter.

                                     PROFESSOR VALE
                         Right. Right.
                              (beat)
                         Mr. Luthor, he's not exactly here at 
                         the moment.

                                     LEX
                         What?

               Lex walks to an empty corner of the room for more privacy.

                                     LEX (CONT'D)
                         Where is he?

                                     PROFESSOR VALE
                         I'm not exactly sure.

-----------------------------------------------------------------------------------------------------
                                                                       112.


                                     LEX
                         Doesn't he have a GPS system somewhere 
                         in there?

                                     PROFESSOR VALE
                         That's a very good idea, sir. I'll 
                         be sure to make a note of it for the 
                         next version.

                                     LEX
                         He's missing.
                              (beat)
                         This is not good news, Professor.

                                     PROFESSOR VALE
                         He said he'd be back.

                                     LEX
                         Great.

               Lex hangs up his phone.

               INT. BAR - DAY

               Clark is sitting at a table with a plate of food in front of 
               him. He is watching a TV screen above the bar, which displays 
               Lex's interview.

                                     BAR TENDER (O.S.)
                         Kinda makes you wonder, doesn't it? 
                         I mean, the guy looks like a hero, 
                         but how do we know he's not just 
                         setting us up?

               Clark looks across the room, toward the bar and sees the BAR 
               TENDER. He's talking softly to a WELL DRESSED MAN who is 
               seated on a stool.

                                     WELL DRESSED MAN
                         We have no reason to doubt him.

                                     BAR TENDER
                         Not yet.

                                     WELL DRESSED MAN
                         Until he gives me reason not to, I'm 
                         giving the guy some slack. Whoever 
                         this Super-Guy is, he's already saved 
                         a lot of lives.

                                     YOUNG MOTHER (O.S.)
                         All day long, it's all he can talk 
                         about.

               Clark looks over to a distant corner of the room and sees a 
               YOUNG MOTHER with a MIDDLE-AGED WOMAN and a THREE YEAR OLD 
               BOY who is coloring at the moment.

-----------------------------------------------------------------------------------------------------
                                                                       113.


                                     YOUNG MOTHER (CONT'D)
                         It's Superman! Superman! He won't 
                         stop begging me to get him red and 
                         blue sheets for his bed.

                                     MIDDLE-AGED WOMAN
                         You were the same way with My Little 
                         Pony. Just be glad they haven't 
                         started the marketing campaigns yet. 
                         I promise you that this guy will be 
                         all over the shelves by Christmas.

                                     YOUNG MOTHER
                         I should start saving up now.

               The three year old boy holds up a piece of paper to show his 
               mother.

                                     THREE YEAR OLD BOY
                         Look, Mommy! Look! It's Superman!

                                     YOUNG MOTHER
                         That's very nice, baby.

                                     THREE YEAR OLD BOY
                         Look, Mommy, he has lasers shooting 
                         from his eyes!

                                     YOUNG MOTHER
                         Very nice. What's that he's burning 
                         all up?

                                     THREE YEAR OLD BOY
                         That's Megan.

                                     YOUNG MOTHER
                         How many times have I told you to 
                         stop drawing pictures of your sister 
                         on fire?

                                     MIDDLE-AGED WOMAN
                         They're so cute at this age.

               Clark smiles.

                                     CLARK
                              (under his breath)
                         Superman. 

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               The elevator doors open and Metallo walks out of the elevator. 
               He now looks just like John Corben. He slowly walks through 
               the room, looking around at his former workplace.

               Jimmy walks by, looking at the display of his digital camera 
               and bumps into Metallo.

-----------------------------------------------------------------------------------------------------
                                                                       114.


                                     JIMMY
                         Sorry. Excuse me.

               Jimmy starts to walk off again. Metallo grabs his arm.

                                     METALLO
                         Where is Clark Kent's desk?

               Jimmy looks down at his aching arm. He then points to Clark's 
               empty desk.

                                     JIMMY
                         Over there.

               Metallo looks to where Jimmy is pointing and then looks to 
               Jimmy's camera. He reaches down and grabs the camera from 
               Jimmy.

                                     JIMMY (CONT'D)
                         Hey!

               Metallo crushes the camera in his hand. Jimmy is shocked by 
               this. Metallo looks at his hand, still not feeling anything 
               from it. He drops the camera.

                                     METALLO
                              (to Jimmy)
                         Don't go anywhere. You won't want to 
                         miss this.

               Jimmy doesn't like the sound of this. As soon as Metallo 
               turns and starts to walk toward Clark's desk, Jimmy heads 
               for a phone.

               Metallo walks to Clark's desk and stands over it.

                                     METALLO (CONT'D)
                         Where is he?

               Lois doesn't look up from her work.

                                     LOIS
                         Kent's out to lunch. You can leave a--

               She looks up and sees Metallo's face. Her jaw drops when she 
               sees who he is.

                                     LOIS (CONT'D)
                         Oh my God. You're dead.

                                     METALLO
                         Good to see you too, Lois.

                                     LOIS
                         I'm sure it is. Especially considering 
                         the "your dead" part.

               Lois stands up. Sitting down makes her feel too vulnerable.

-----------------------------------------------------------------------------------------------------
                                                                       115.


                                     LOIS (CONT'D)
                         Why are you here, John?

                                     METALLO
                         I want to see the man who got me 
                         killed.

                                     LOIS
                         I'd suggest looking in a mirror, but 
                         in your case that's never a good 
                         option.

               Metallo smiles. He reaches down and grabs the corner of 
               Clark's desk. With a little effort, he tosses the desk across 
               the room, narrowly missing several other people. By now, the 
               whole room is looking his way.

               Metallo looks at the people in the room.

                                     METALLO
                         It would seem that we have an 
                         audience.

                                     LOIS
                         You should take your bow now. Always 
                         leave them wanting more, right?

               Lois smiles nervously as she attempts to keep up her tough 
               exterior.

                                     METALLO
                         I'm waiting here until Clark Kent 
                         returns, and so are you.

               Metallo turns to the rest of the people.

                                     METALLO (CONT'D)
                         The rest of you should run. I don't 
                         need you here.

               The place starts to empty out. As everyone races for elevators 
               and stairs, Jimmy ducks behind one of the desks.

                                     LOIS
                         Clark might not even be back today. 
                         I'm sure if you want to leave a 
                         message, he'll get back to you just 
                         as soon as he can.

                                     METALLO
                         Believe me when I tell you that if I 
                         leave a message here today, it is 
                         not one that you will enjoy.

               ANGLE ON : JIMMY

               As he crawls behind desks, working his way toward some unknown 
               destination.

-----------------------------------------------------------------------------------------------------
                                                                       116.


                                     LOIS
                         He was just doing his job. You don't 
                         exactly have the moral highground.

                                     METALLO
                         No, I don't. I just have this 
                         completely irrational need to harm 
                         the man who led me to my death.

                                     LOIS
                         Wouldn't that be the guy who kept 
                         shooting you in the chest?

                                     METALLO
                         They'll get theirs. There is plenty 
                         of my anger to go around. I'm very 
                         powerful these days, and I plan to 
                         spread it around.

               INT. BAR - DAY

               Clark stands and tosses some money down on the table. As he 
               is about to leave the bar, he looks to the TV screen and 
               sees a live news report from outside of the Daily Planet. 
               Police are gathered around the building and workers are 
               filling the street.

               Clark watches for a moment, and then continues to walk out 
               of the bar. A moment after the bar door closes behind him, a 
               LOUD BOOM can be heard, which rattles glasses and lamps in 
               the bar.

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Lois is sitting at her desk again. Metallo is near one of 
               the large windows, looking down at the crowd below.

                                     LOIS
                         You're not getting out of this, John. 
                         You should just turn yourself in.

                                     METALLO
                         You underestimate my power.

                                     LOIS
                         Right. And where does that come from 
                         again?

                                     METALLO
                         Sorry. No interviews.

               A gust of wind blows through the office.

                                     SUPERMAN (O.S.)
                         You came to the wrong place if you 
                         didn't want any press.

-----------------------------------------------------------------------------------------------------
                                                                       117.


               Metallo turns around and sees Superman standing near the 
               elevators.

               When Superman sees Metallo's face, he's very surprised, but 
               tries to hide it.

                                     METALLO
                         Well. This should be interesting.

                                     SUPERMAN
                         You can't fight me.

                                     METALLO
                         It's true that I don't have the 
                         tights, "Super man", but there's a 
                         lot of fight in this body.

               Metallo grabs the TV screen from the wall and pulls it down. 
               He throws it at Superman.

               Superman catches it with ease.

                                     SUPERMAN
                         I'm not impressed.

               Superman puts the TV down and superspeeds toward Metallo. 
               Before Metallo knows it, Superman is right in front of him.

                                     METALLO
                         Neat trick.

               Metallo throws a punch at Superman. Superman grabs Metallo's 
               fist with little effort. He holds it for a moment.

                                     SUPERMAN
                         End this, or I will.

               Superman pushes Metallo, sending him to the floor, and sliding 
               across the room.

               As Metallo gets up, he notices Jimmy on the floor nearby. 
               Jimmy his holding a regular film-type camera. He snaps a 
               shot.

               Metallo grabs Jimmy and stands up, holding Jimmy's neck with 
               one hand.

                                     METALLO
                         So, let's test out this new hero of 
                         ours, shall we?

                                     SUPERMAN
                         Let him go.

                                     METALLO
                         Yeah, that'll work.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       118.


                                     METALLO (CONT'D)
                              (beat)
                         See, you can speed over here, but 
                         the way I see it, I'm still in control 
                         of this situation. You come near me 
                         and the kid gets his neck snapped.

                                     SUPERMAN
                         I won't let that happen.

                                     METALLO
                         How can you stop it? Are you fast 
                         enough? Sure enough that you won't 
                         mess this up? Can you risk it?

               Superman doesn't respond. He just focuses his eyes on 
               Metallo's hand and his heat vision shoots from his eyes.

               Metallo's hand SIZZLES as a hole is burnt into it. He doesn't 
               flinch.

               Superman stops before he goes through the hand, to Jimmy's 
               neck. He stands back, wondering why Metallo isn't hurt.

                                     SUPERMAN
                         What are you?

                                     METALLO
                         I am the product of the world around 
                         me.
                              (beat)
                         I know. I know. It didn't make any 
                         sense, but I'll be damned if that 
                         wasn't a poetic answer.

               From out of nowhere, Lois appears behind Metallo and swings 
               a desk lamp into his head, shattering the glass lampshade.

               Metallo hardly flinches. He grabs the broken lamp from Lois.

                                     METALLO (CONT'D)
                         If that hurt even a little, I'd be 
                         pissed off right now. Sit down.

               Shocked that she didn't even hurt Metallo a little, Lois 
               lowers herself into a nearby chair.

               Metallo turns back to Superman.

                                     METALLO (CONT'D)
                         Catch.

               Metallo throws the lamp at Superman with quite a bit of force 
               behind it.

               Superman speeds out of the way, ending up behind Metallo.

-----------------------------------------------------------------------------------------------------
                                                                       119.


               The lamp shatters one of the windows that Metallo has been 
               looking out earlier.

               Metallo turns around, facing Superman again.

                                     METALLO (CONT'D)
                         I'm sure the people down below will 
                         love that. Really, Superman. Wouldn't 
                         it have been easier to just catch 
                         it?

                                     SUPERMAN
                         Let him go.

                                     METALLO
                         Let who go?

               Metallo looks at Jimmy, as though just remembering that he 
               is holding him.

                                     METALLO (CONT'D)
                         Oh, right.
                              (then)
                         No.

               Metallo backs away from Superman, still holding Jimmy.

                                     SUPERMAN
                         You're not getting out of here.

                                     METALLO
                         Really... I just wanted to see Clark 
                         Kent. Say hi. Chat a little. Rip his 
                         face off and paint a mural on the 
                         wall with his blood. Is that really 
                         so much to ask for?

               Metallo looks down at Jimmy.

                                     METALLO (CONT'D)
                         Is it?

               Metallo shakes Jimmy's head "no".

                                     METALLO (CONT'D)
                              (to Superman)
                         See? He agrees with me.

               Jimmy is too scared right now to say anything. His eyes are 
               locked on Lois, who can do nothing to help him.

                                     LOIS
                         Stop it! Let him go.

                                     METALLO
                         Why would I do that? Do you not get 
                         the idea of a hostage?

-----------------------------------------------------------------------------------------------------
                                                                       120.


                                     SUPERMAN
                         If you hurt him--

               Metallo continues to back away as he replies. 

                                     METALLO
                         If I hurt him? How about when I hurt 
                         him? This boy is the unfortunate 
                         victim of circumstance. My 
                         circumstance requires rather drastic 
                         action, don't you think? I mean, I 
                         have the alien invader standing in 
                         front of me, burning holes in my 
                         hand with his laser-vision, which is 
                         both cool and incredibly creepy at 
                         the same time. Not to mention rude. 
                         I mean, do I go around burning holes 
                         in people? No. And I'm the bad guy!
                              (beat)
                         I think that what I mean by all of 
                         this is that I am in dire need of a 
                         distraction. Something impressive 
                         that will make Spandex-man leave me 
                         alone.

                                     SUPERMAN
                         You're not earning any points, Corben.

               Metallo smiles wide and looks down at Jimmy.

                                     METALLO
                         He knows my name! A famous person 
                         knows my name!
                              (to Superman)
                         We're so BFF.

               By now, Metallo is by the broken window.

                                     METALLO (CONT'D)
                         It's not about points, Superfly. 
                         It's about cause and effect. Cause: 
                         I throw paparazzi-boy out the window.

               Metallo quickly spins Jimmy around and pushes him out the 
               window.

                                     LOIS
                         NO!

               Superman superspeeds out the window after Jimmy. Metallo 
               smiles to Lois.

                                     METALLO
                         Effect: Superman leaves me alone. 
                         Tell Kent I'll be seeing him.

               Metallo starts to walk toward the elevator.

-----------------------------------------------------------------------------------------------------
                                                                       121.


               EXT. DAILY PLANET BUILDING - DAY

               Jimmy yells as he falls from the window. The crowd below 
               watches as Jimmy appears to be moments away from death.

               CLOSE ON: JIMMY 

               As Jimmy falls, he closes his eyes.

               Moments pass. Finally, when he doesn't die, Jimmy opens his 
               eyes. He then realizes that he is slowly being lowered onto 
               the ground by Superman.

               Superman sets Jimmy on the ground and takes off, back toward 
               the broken window.

               Jimmy stands on the sidewalk, in shock, as POLICE walk toward 
               him.

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Superman rushes through the window and lands. When he's on 
               the floor, he looks around the room. Lois is at her desk, 
               typing away.

                                     SUPERMAN
                         Where's Corben?

                                     LOIS
                         He got away.

                                     SUPERMAN
                         What are you doing?

                                     LOIS
                         Scooping the competition.

               Lois looks at Superman.

                                     LOIS (CONT'D)
                         Care to give me a quote?

                                     SUPERMAN
                         Jimmy's fine.

                                     LOIS
                         I know.

               Lois looks back to her computer.

                                     LOIS (CONT'D)
                         I knew you wouldn't let him die.

               Lois types a little, just finishing a sentence. She then 
               turns back toward Superman.

                                     LOIS (CONT'D)
                         So...

-----------------------------------------------------------------------------------------------------
                                                                       122.


               However, Superman is gone.

                                     LOIS (CONT'D)
                         ...how 'bout that quote?

               INT. DAILY PLANET BUILDING - CITY ROOM - LATER

               WORKERS are boarding up the broken window as reporters are 
               swarming around, rushing to get their reports finished.

               Perry is walking through the office with Lois close behind. 
               He's reading Lois' report.

                                     PERRY
                         Corben's alive?

                                     LOIS
                         I'm not so sure about that. Keep 
                         reading.

                                     PERRY
                              (beat)
                         Through his hand?! And Corben did 
                         nothing?

                                     LOIS
                         Something isn't kosher here, Chief. 
                         Corben died days ago. If that somehow 
                         changed, you'd think we'd have heard 
                         about it.

                                     PERRY
                         Get down to the morgue and find out 
                         what happened to the body. I want to 
                         know what funeral home picked him 
                         up. When's the viewing?

                                     LOIS
                         I think we just had it.

               They walk past Jimmy, who is still a little dazed.

                                     PERRY
                         Olsen!

               Perry and Lois stop to talk with Jimmy.

                                     PERRY (CONT'D)
                         How are you holding up, son?

               Lois rolls her eyes.

                                     JIMMY
                         I'm... Did you see what he did? He 
                         threw me. Right out the window.

-----------------------------------------------------------------------------------------------------
                                                                       123.


                                     LOIS
                         And yet you're wearing the same pants 
                         as you were this morning. I'm proud 
                         of you.

                                     JIMMY
                         Who throws a person out the window?

                                     PERRY
                         I'm glad to hear you're okay. Now, 
                         tell me you got some pictures.

                                     JIMMY
                         He also crushed my digital camera.

                                     PERRY
                         Son of a b--

                                     JIMMY
                         So I had to use my old camera.

                                     PERRY
                         That's the way to do it! What did 
                         you get?

                                     JIMMY
                         Pictures are on your desk, Chief.
                              (beat)
                         Can I go home now? I think I might 
                         be sick.

                                     PERRY
                         Sure. Sure. Take the rest of the 
                         day. We'll call you if we need you.

               Jimmy nods and walk off.

                                     PERRY (CONT'D)
                         Good work.

               Perry turns to Lois.

                                     PERRY (CONT'D)
                         Why are you still here?  Every 
                         reporter in town is going to swarm 
                         that morgue. Go!

               Lois nods and turns. She almost bumps into Clark when she 
               turns around.

                                     LOIS
                         Clark!

               Clark is looking around the room.

                                     CLARK
                         What happened?

-----------------------------------------------------------------------------------------------------
                                                                       124.


                                     LOIS
                         Your old pal John Corben stopped by. 
                         He wanted to see you.

                                     CLARK
                         John Corben? He's dead.

                                     LOIS
                         Really? I hadn't heard.
                              (beat)
                         Now, if you'll excuse me, I have a 
                         morgue to visit.

                                     CLARK
                         Morgue?

                                     LOIS
                         To find out why our dead man is 
                         walking. You're gonna have to catch 
                         up with the rest of us if you wanna 
                         stay in the game, Clark.

                                     CLARK
                         I want to go with you.

                                     LOIS
                         Yeah right. This is my story.

                                     CLARK
                         Corben's my story.

                                     LOIS
                         Hostage gets dibs. It's only fair.

                                     PERRY
                         Both of you, calm down. Lois, take 
                         Clark with you. He's Corben's target, 
                         so he has a right to know what's 
                         going on. Both of you be careful.
                              (to Clark)
                         Especially you, son.

               Perry turns and walks away.

                                     CLARK
                         Target?

               Lois grabs Clark's arm and pulls him along as she heads for 
               the elevator.

                                     LOIS
                         Everyone's a "son" all of the sudden. 
                         I'm here longer than either of you, 
                         but am I "son"? No.

-----------------------------------------------------------------------------------------------------
                                                                       125.


               INT. LUTHOR MEDICAL RESEARCH CENTER - VALE'S LAB - DAY

               Lex is in Vale's lab now, listening as Vale tries to explain 
               what's happened.

                                     PROFESSOR VALE
                         He just left. I couldn't stop him.

                                     LEX
                         Where did he go?

                                     PROFESSOR VALE
                         I don't know. I know that he was 
                         reading reports about himself on the 
                         internet and then he got upset and 
                         left.

                                     LEX
                         Please don't tell me that he walked 
                         right into an office full of 
                         reporters.

                                     METALLO (O.S.)
                         You might not want to turn on the 
                         news.

               Lex turns and sees Metallo walking through the door. He's 
               not pleased by what Metallo said.  He immediately tries to 
               figure out a way to handle this situation.

                                     PROFESSOR VALE
                         You're back.

                                     METALLO
                         I said I would be.

                                     LEX
                         Did anyone see you walk in here? Did 
                         anyone follow you?

                                     METALLO
                         Not that I know of. Then again, I 
                         didn't really look.

               Lex walks to Metallo, getting into his face.

                                     LEX
                         Do you know what would happen to me 
                         if they found out about you? 
                         Especially now?

               Lex turns to Professor Vale.

                                     LEX (CONT'D)
                         We need to fix this. We need to get 
                         rid of anything that might connect 
                         us to everything that this machine 
                         might have done.

-----------------------------------------------------------------------------------------------------
                                                                       126.


                                     PROFESSOR VALE
                         How?

                                     METALLO
                         Yes, how?

               Lex turns to Metallo. They lock eyes, attempting to stare 
               each other down.

                                     LEX
                         As far as the world is concerned, 
                         John Corben is dead.

                                     METALLO
                         I wouldn't be so sure about that.

                                     LEX
                         Either way, nobody will mind if you 
                         vanish from the face of the earth.

                                     METALLO
                         I'll mind.

                                     LEX
                         You are the product of my will.  
                         Never mistake yourself for anything 
                         more than that. The moment I want 
                         you gone, you will be gone.

                                     METALLO
                         Yeah?

               Metallo reaches up and grabs Lex's neck with one hand. He 
               holds it firmly.

                                     METALLO (CONT'D)
                         As of right now, the tables are 
                         turned.

               Lex angrily pushes Metallo's arm away. Metallo stumbles back 
               a few steps.

               Lex straightens his shirt as he looks to Professor Vale.

                                     LEX
                         This is your mess now, Professor. 
                         Clean it up or I'll have it done for 
                         you. I promise, you won't like the 
                         service I hire to do it.

               Lex walks out of the lab. Once he's gone, Metallo turns to 
               Vale.

                                     METALLO
                         Looks like you're in a bit of a 
                         pickle.

-----------------------------------------------------------------------------------------------------
                                                                       127.


               Professor Vale doesn't say anything to him. Metallo walks 
               closer to Vale.

                                     METALLO (CONT'D)
                         All of your work. All of the hours 
                         that you've put into this project 
                         and Luthor would have you throw it 
                         away. Think about it, Professor. I 
                         might not be perfect, but right now, 
                         I'm all you got.

                                     PROFESSOR VALE
                         You're a criminal.

                                     METALLO
                         As opposed to Lex Luthor, the saint 
                         of Metropolis.

                                     PROFESSOR VALE
                         I can't allow you to hurt anyone.

               Metallo is standing right in front of Vale now.

                                     METALLO
                         Now might be a good time to get 
                         selfish. You help me and you get to 
                         live. You don't and you die.

                                     PROFESSOR VALE
                         How can you do this? How can you be 
                         so flippant when it comes to killing 
                         people?

               Metallo shrugs.

                                     METALLO
                         I've been under a lot of stress.

               Professor Vale thinks about this response. He's suddenly too 
               distracted to remember the death threats and all of that 
               unimportant business.

                                     PROFESSOR VALE
                         Actually, that makes sense. Your 
                         brain wasn't designed for this.

                                     METALLO
                         Whatever. I don't need exposition, I 
                         need help.
                              (beat)
                         Luthor swatted my hand back there. 
                         He got away from me. That shouldn't 
                         happen, right? I'm supposed to be 
                         stronger than him.

               Professor Vale goes to his computer and sits down.

-----------------------------------------------------------------------------------------------------
                                                                       128.


                                     METALLO (CONT'D)
                         What are you doing?

                                     PROFESSOR VALE
                         I'm trying to figure out what's 
                         happening to you. If I were you, I'd 
                         sit down and be patient.

                                     METALLO
                         I don't need to sit.

               As Professor Vale works on his computer, Metallo wanders the 
               lab, looking at and touching various objects around the room.

                                     METALLO (CONT'D)
                         I don't need to eat. I don't need to 
                         sleep or floss or blink. I don't 
                         feel tired or hungry.

               He picks up a steaming mug of coffee and pours it on his 
               hand. He watches the hot coffee flow over the hand, but feels 
               nothing.

               He turns his hand over and pours hot coffee into the hole 
               that Superman burned earlier. Still, he feels nothing.

               He puts the mug down and wipes his hand on the sheet that 
               was once used to cover him on the table.

                                     METALLO (CONT'D)
                         I don't feel anything. That's not 
                         normal, is it?

                                     PROFESSOR VALE
                         It's hard to say what's normal. You're 
                         the first of your kind.
                              (beat)
                         Probably the only, when all is said 
                         and done.

                                     METALLO
                         Fun.

               Professor Vale notices something on his computer screen that 
               he finds puzzling.

                                     PROFESSOR VALE
                         Hmm.

               Metallo turns to him.

                                     METALLO
                         What?

                                     PROFESSOR VALE
                         Well, I've figured out why you're so 
                         weak.

-----------------------------------------------------------------------------------------------------
                                                                       129.


                                     METALLO
                         I respect the narrative flow as much 
                         as anyone, but spit it out already.

                                     PROFESSOR VALE
                         Your power source is draining faster 
                         than I expected.

               Metallo walks over to him and looks at the screen.

                                     PROFESSOR VALE (CONT'D)
                         It's as if the metallo is leaking 
                         fuel.

                                     METALLO
                         Fix it.

                                     PROFESSOR VALE
                         I-- I don't know if I can.

                                     METALLO
                         Let me help you figure it out.

               Metallo grabs the back of Vale's neck and squeezes. Vale 
               winces in pain.

                                     METALLO (CONT'D)
                         Fix it.

                                     PROFESSOR VALE
                         Okay. Okay!

               Metallo lets go of Professor Vale.

                                     PROFESSOR VALE (CONT'D)
                         But we'll need to find a new source 
                         of energy. Something that will be 
                         more contained within the metallo.

                                     METALLO
                         Like what?

               Professor Vale thinks this over for a moment before answering.

                                     PROFESSOR VALE
                         I read an article about a meteor 
                         that was found in the desert. It 
                         emits a unique form of radiation...

               Metallo listens with great interest as Vale continues.

               EXT. LUTHOR MEDICAL RESEARCH CENTER - DAY

               Clark and Lois walk out of the center and begin the walk to 
               their car.

-----------------------------------------------------------------------------------------------------
                                                                       130.


                                     LOIS
                         No records available. Why am I not 
                         surprised?

                                     CLARK
                         Maybe we could bribe a nurse or 
                         something.

                                     LOIS
                         As much as I love bribery, I think 
                         this is beyond nurses. Corben was 
                         declared dead. That means that as 
                         far as anyone in the ER is concerned, 
                         the story is over. The morgue is 
                         where the trail goes cold.

                                     CLARK
                         Suggestions?

                                     LOIS
                         Morgue tech's not talking. Short of 
                         beating it out of him, I'd say the 
                         morgue's a dead end.

               Lois sees Lex walking on the other side of the lawn.

                                     LOIS (CONT'D)
                         Check it out.

               Clark sees Lex.

                                     LOIS (CONT'D)
                         I'm going to talk to him.

                                     CLARK
                         You think he knows something?

                                     LOIS
                         Possibly. At the very least, he can 
                         look into it, right?

                                     CLARK
                         Be careful.

                                     LOIS
                         Afraid I'll be turned into an undead 
                         killing machine?

                                     CLARK
                         Just be careful.

               Lois nods and walks toward Lex. Clark watches for a moment, 
               then turns and walks in the other direction.

               Lois rushes to catch up to Lex. When she gets close, she 
               yells to him.

-----------------------------------------------------------------------------------------------------
                                                                       131.


                                     LOIS
                         Mr. Luthor.

               Lex turns and sees Lois coming toward him. He'd rather not 
               deal with her, but short of making a break for it, there is 
               no way to avoid her. Instead, he smiles politely.

                                     LEX
                         Ms. Lane. How wonderful to see you 
                         again.

                                     LOIS
                         Thanks. Mind if I ask you a couple 
                         of questions?

                                     LEX
                         About what?

                                     LOIS
                         John Corben.

                                     LEX
                         I don't know the name.

                                     LOIS
                         He was brought into your emergency 
                         room a few nights ago. He died.

                                     LEX
                         I'm sorry to hear that.

                                     LOIS
                         Don't worry, he got over it.

                                     LEX
                         I'm sorry?

                                     LOIS
                         Seems that he didn't take a liking 
                         to death. He attacked the Daily Planet 
                         this afternoon.

                                     LEX
                         I can see how you might have some 
                         questions. Unfortunately, I don't 
                         think that I'm the man to be asking 
                         about this.

                                     LOIS
                         I tried asking some of your employees, 
                         but they can't seem to figure out 
                         what they did with the body. As far 
                         as I can tell, he died in the ER and 
                         vanished on his way to the morgue. 
                         Next thing we know, he's throwing my 
                         photographer out a window.

-----------------------------------------------------------------------------------------------------
                                                                       132.


                                     LEX
                         Is he okay?

                                     LOIS
                         Superman saved him.

                                     LEX
                         How lucky for us.

                                     LOIS
                         The thing is, Corben must have needed 
                         some help with his little resurrection 
                         act. He was changed somehow. He was 
                         stronger and didn't even flinch when 
                         Superman fried his hand.

                                     LEX
                         Perhaps he's another creature from 
                         outer space.

                                     LOIS
                         I don't think so.

                                     LEX
                         The fact is, we live in a very unusual 
                         time. We've recently become aware of 
                         alien beings who look human, walking 
                         amongst us.  Beings capable of 
                         extraordinary feats. If anything, 
                         this story you tell me would seem to 
                         suggest that we must be wary of these 
                         beings. Until we know more about 
                         them, we must be cautious.

                                     LOIS
                         So Superman saves us from a crazy 
                         undead hostage taker, and you're 
                         trying to spin it around to blame 
                         Superman? That doesn't hold much 
                         water.

                                     LEX
                         I'm not blaming Superman. I am merely 
                         saying that we must be careful who 
                         we trust. These are alien creatures. 
                         Don't let their appearence fool you. 
                         They are dangerous.

               Lex looks at his watch.

                                     LEX (CONT'D)
                         Now, if you'll excuse me, I'm late 
                         for a meeting.

                                     LOIS
                         Of course.

-----------------------------------------------------------------------------------------------------
                                                                       133.


               Lex turns and walks toward his car. Lois walks in the opposite 
               direction.

                                     LOIS (CONT'D)
                              (under her breath)
                         One more minute on that spin machine 
                         and I would have lost my lunch.

               INT. METROPOLIS MUSEUM - ASTRONOMY EXHIBIT - NIGHT

               This section of the museum is filled with various displays 
               which relate to outer space. Banners are hung which read 
               "The Space Around Us".

               A tour is underway, filled with PEOPLE from all walks of 
               life. People who you would never expect to see in a tour 
               like this. A TOUR GUIDE is showing them a display featuring 
               a moon rock.

                                     TOUR GUIDE
                         In 1969, man first set foot on the 
                         moon. With one small step by Neil 
                         Armstrong, our world would never be 
                         the same. This rock is an actual 
                         moon rock, gathered by the Apollo 16 
                         mission in 1972.  Over the course of 
                         six Apollo missions, nearly 850 pounds 
                         of lunar rocks were gathered...

               In the back of the tour group, Metallo is standing with 
               Professor Vale. Metallo is dressed normally, while Vale is 
               wearing a long coat and looking even more nervous than usual.

                                     METALLO
                         Is it true that the moon landing was 
                         faked? Because I heard that it was 
                         all set up on a sound stage in Area 
                         51.

               Metallo leans closer to one of the other tour members.

                                     METALLO (CONT'D)
                         From what I hear, it's the same stage 
                         they shot "Showgirls" on. Tell me 
                         there's not an alien conspiracy in 
                         there somewhere.

                                     TOUR GUIDE
                         Rumors of all kinds have surrounded 
                         the space program since its inception. 
                         While these rumors may be fun to 
                         humor now and then, none have been 
                         supported by any legitimate evidence.

                                     METALLO
                         Okay, sorry. My bad.

-----------------------------------------------------------------------------------------------------
                                                                       134.


               A teenage GOTH GIRL near the front of the tour speaks up 
               next.

                                     GOTH GIRL
                         So, what's the deal with this Superman 
                         guy? He's an alien, right?

                                     TOUR GUIDE
                         According to an interview with the 
                         Daily Planet, yes. At the museum, 
                         we're all just as excited over this 
                         news as all of you.

                                     METALLO
                         Superman is horribly overrated. 
                         Personally I think it's a ratings 
                         stunt by the networks. What month is 
                         sweeps again?

                                     GOTH GIRL
                         Dude, the guy flies. If that's a 
                         network stunt, I wanna know how you 
                         explain that.

               A nerdier TEENAGE BOY is standing next to the goth girl.

                                     TEENAGE BOY
                         Not to mention the super strength 
                         and laser eyes.

                                     METALLO
                         Super strength. Pshh. Who doesn't 
                         have super stength these days.

                                     GOTH GIRL
                         Like you could fly busses around 
                         like that?

                                     METALLO
                         Fly? No. Carry? I think so. I mean, 
                         I'd probably have to stretch first.  
                         Warm up with a Volkswagon or 
                         something.

                                     GOTH GIRL
                         Whatever. You're cracked, man.

               A well dressed BUSINESS MAN in the middle of the group nods.

                                     BUSINESS MAN
                         I couldn't have said it better myself.

                                     METALLO
                         You think I'm lying?

                                     GOTH GIRL
                         I think you're full of it.

-----------------------------------------------------------------------------------------------------
                                                                       135.


                                     TOUR GUIDE
                         Ladies and gentlemen, we should move 
                         on. Our next display is a meteor 
                         rock--

               The tour guide walks to the center of the room where a display 
               case holds a green crystal-like rock. Kryptonite, obviously. 
               Metallo walks to the front of the tour with a smile on his 
               face.

                                     METALLO
                         Meteor rock that was found in the 
                         Nevada desert. The rock has been 
                         found to emit a type of radiation 
                         which has fascinated scientists since 
                         its discovery, almost twenty years 
                         ago. While harmless to humans, the 
                         radiation could prove to be a source 
                         of clean energy, if only we could 
                         recreate it.

                                     TOUR GUIDE
                              (big grin)
                         You're not trying to steal my job 
                         out from under me, are you?

                                     METALLO
                         Your job? No.
                              (beat)
                         The meteor is protected by the latest 
                         in fancy-ass security systems. 
                         Impenetrable glass, very loud alarms, 
                         and a lockdown system that's all set 
                         to protect the piece, should anything 
                         happen to penetrate the impenetrable 
                         glass.

               The tour guide has no idea how to react to this.

                                     TOUR GUIDE
                         Umm... okay.

                                     METALLO
                              (to goth girl)
                         You wanted to see my muscle?

               Metallo turns and grabs the glass around the display. With 
               all of his strength, he manages to rip the glass off of the 
               display.

               The crowd gasps as security bars lower around the display 
               and ALARMS sound. As the bars lower, the base that holds the 
               meteor rock opens and the rock is about to drop into the 
               bottom of the display case. Metallo reaches through the bars 
               and grabs it before it drops. This requires him to reach 
               slightly farther than most would be able to, and through 
               bars that are too narrow for most people to fit through.

-----------------------------------------------------------------------------------------------------
                                                                       136.


               The crowd moves back as Metallo looks back to them and shrugs.

                                     METALLO (CONT'D)
                         I'm double-jointed.

               With his free hand, Metallo grabs the bars and once again 
               uses all of the strength that he can muster to pull them 
               apart. He pulls his other hand free, along with the kryptonite 
               rock.

               The crowd begins to run from the museum, leaving Professor 
               Vale alone with Metallo. Metallo looks at Vale, completely 
               drained.

                                     METALLO (CONT'D)
                         Was it something I said?

               Metallo drops to his knees.

                                     METALLO (CONT'D)
                         Get over here.

               Professor Vale hesitates.

                                     METALLO (CONT'D)
                         Do you think you can walk away from 
                         this if you don't help me? You're 
                         already an accomplice.

               Vale thinks this over, but finally decides to run anyway.

                                     METALLO (CONT'D)
                         Oh, fine.

               Metallo struggles to keep himself upright as he rips open 
               his shirt. He takes a moment and then rips the flesh off of 
               his chest. Once this is done, he pauses.

                                     METALLO (CONT'D)
                         I really should have felt that.

               He opens the compartment in his chest which holds his power 
               source. Of course there are lights of some kind on the power 
               source within his chest, which is connected by several wires 
               and tubes to the rest of the body. The lights are growing 
               dimmer. Metallo is growing weaker.

                                     METALLO (CONT'D)
                         Okay, really fast now.

               He presses on the power source, which slides open to reveal 
               the uranium capsule within. Metallo takes a deep breath and 
               then quickly removes the uranium capsule and replaces it 
               with the kryptonite rock. He closes the power source and 
               waits a moment. Nothing happens.

                                     METALLO (CONT'D)
                         Dang.

-----------------------------------------------------------------------------------------------------
                                                                       137.


               Metallo falls over, seemingly dead.

               EXT. METROPOLIS MUSEUM - NIGHT

               POLICE are gathered around the museum, closing the museum 
               off to the growing CROWD. A few stragglers are still running 
               from the museum.

               Superman flies over the crowd and lands near a police officer, 
               OFFICER DANIELS. OFFICER DANIELS flinches, but gathers himself 
               quickly.

                                     SUPERMAN
                         What's happening?

               Daniels looks Superman up and down.

                                     OFFICER DANIELS
                         Behind the line.

                                     SUPERMAN
                         I can help.

                                     OFFICER DANIELS
                         We can handle it.

               From behind Superman, the TOUR GUIDE yells.

                                     TOUR GUIDE
                         Superman! The man in there... He's 
                         not human.

               Superman turns and looks at the tour guide.

                                     SUPERMAN
                         What do you mean?

                                     TOUR GUIDE
                         He was strong. The things he did...

               Superman turns back to Officer Daniels.

                                     SUPERMAN
                         I need to get in there. Now.

                                     OFFICER DANIELS
                         We don't need your help. There's 
                         already one alien freak running around 
                         in there. We don't need another.

                                     SUPERMAN
                         He's not like me.

                                     OFFICER DANIELS
                         I don't care one way or the other. 
                         This is a police matter.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       138.


                                     OFFICER DANIELS (CONT'D)
                         Unless you have a badge, I'm going 
                         to need you to get behind the line 
                         with everyone else.

               Another policeman, CAPTAIN JACKMAN approaches.

                                     CAPTAIN JACKMAN
                         Something wrong here?

               Officer Daniels turns to face his captain.

                                     OFFICER DANIELS
                         No, sir. I was just telling the nice 
                         man in the tights that we don't need 
                         his help.

               Officer Daniels turns to face Superman again, but Superman 
               is gone. Officer Daniels doesn't like this.

                                     OFFICER DANIELS (CONT'D)
                         Son of a--

                                     CAPTAIN JACKMAN
                         Forget about him, Daniels. If the 
                         man wants to help, let him.

                                     OFFICER DANIELS
                         But--

                                     CAPTAIN JACKMAN
                         Would you rather send officers in 
                         there that aren't bulletproof? Just 
                         do your job. Control the crowd.

               Captain Jackman walks away leaving an angry Officer Daniels 
               behind.

               INT. METROPOLIS MUSEUM - ASTRONOMY EXHIBIT - NIGHT

               Superman superspeeds into the museum and stops right in front 
               of Metallo, who is still face-down on the ground.

                                     SUPERMAN
                         Corben?

               Metallo doesn't move. Superman bends down for a closer look. 
               As he does, a wave of dizziness comes over him. He pushes 
               through it and taps Metallo on the back.

               When Metallo doesn't move, Superman feels his neck for a 
               pulse. There is none.

               As Superman pulls his hand back, he grabs it, feeling an odd 
               sensation in it. He stands up and takes a few steps closer 
               to the nearest wall so that he can lean against it. He tries 
               to pull himself together.

-----------------------------------------------------------------------------------------------------
                                                                       139.


               Behind Superman, Metallo rises from the floor. His chest is 
               still open and the power source is now glowing bright green. 
               As he rises, Metallo looks down at his hands and his chest. 
               Something is different about him now. He feels something. He 
               looks up at Superman.

               Superman keeps his back to Metallo as Metallo quietly steps 
               toward him. Metallo gets closer and closer to Superman, but 
               Superman does nothing. He is growing more pale by the moment.

               Metallo grins as he balls his fist. Finally, Metallo swings 
               with all of his strength at Superman.

               Before Metallo's fist can reach Superman, Metallo suddenly 
               finds himself face to face with Superman. Superman catches 
               Metallo's fist.

               Metallo's grin drops.

                                     METALLO
                         Damn.

               Superman pushes Metallo to the ground and Metallo slides 
               across the floor. Still weak, Superman is pushing himself to 
               fight.

               As Metallo stands again, Superman looks at the large opening 
               in Metallo's chest. He is very puzzled by this.

               Metallo looks down.

                                     METALLO (CONT'D)
                         Oh my! This is strange.
                              (then)
                         I could have sworn I had internal 
                         organs when I left the house this 
                         morning.

               Metallo closes his chest compartment as he walks toward 
               Superman again.

                                     METALLO (CONT'D)
                         You're not looking well. Should I 
                         call someone?

                                     SUPERMAN
                         You're not John Corben.

                                     METALLO
                         Umm... Yes and no.

                                     SUPERMAN
                         What are you doing to me?

                                     METALLO
                         I don't know what's happening to 
                         you, Superman, but I know an 
                         opportunity when I see one.

-----------------------------------------------------------------------------------------------------
                                                                       140.


               Metallo rushes toward Superman and swings at him. Superman 
               flies across the room, smashing into one of the display cases. 
               He drops to the ground.

               As Superman struggles to get up again, Metallo goes to him 
               and kicks him in the chest. Superman drops to the ground 
               again, gasping for air.

               Metallo steps back and leans against another display case as 
               Superman continues to struggle.

                                     METALLO (CONT'D)
                         I have to tell you, I enjoy our 
                         quality time together. It makes me 
                         feel all warm inside.

               On the ground, Superman continues to gather himself. He 
               doesn't looks quite as pale anymore. His strength is slowly 
               returning.

               Superman manages to get to his feet, still a little uneasy.

                                     SUPERMAN
                         Corben?

                                     METALLO
                         Hmm?

                                     SUPERMAN
                         You talk to much.

               Superman flies toward Metallo at superspeed. Both of them 
               shoot right through the doorway of the room, breaking off a 
               chunk of it.

               INT. METROPOLIS MUSEUM - LOBBY - CONTINUOUS

               Superman and Metallo crash through several display cases and 
               the front desk before landing on the ground. Superman is on 
               top of Metallo now, holding Metallo down with one hand on 
               his chest.

               As Superman prepares to punch Metallo with his free hand, he 
               notices the hand on Metallo's chest growing pale. He weakens 
               slightly, allowing Metallo to push Superman off of him.

               Superman is thrown across the room, slamming into the wall. 
               His hand regains its color. His strength returns to him.

               Both of them get to their feet. They look at each other from 
               opposite sides of the room, waiting for the other to make 
               his move.

               Finally, Metallo charges at Superman. As he gets close to 
               Superman, he attempts to dive on top of Superman. Instead, 
               Superman grabs him and spins him around, slamming him into 
               the wall.

-----------------------------------------------------------------------------------------------------
                                                                       141.


               Superman's hands go pale. As Superman weakens slightly, 
               Metallo grabs onto Superman's arm and swings Superman around, 
               throwing him through the glass doors which lead outside.

               EXT. METROPOLIS MUSEUM - CONTINUOUS

               Superman flies through the glass doors and is just about to 
               crash to the ground when he catches himself mid-air. He 
               manages to pull himself up and land on his feet.

               By now, the PRESS has gathered outside of the museum. 
               Television cameras are capturing the situation from various 
               angles, and Lois is at the front of the crowd, watching.

               As Metallo slowly walks through the broken doors, the crowd 
               gasps. The police begin to shuffle, attempting to move 
               everyone farther back.

               Somehow, Lois manages to slip behind a police car where she 
               can't be seen by the police. She avoids being pushed back 
               and continues to watch the fight.

               Superman superspeeds toward Metallo, grabs Metallo's arm and 
               throws Metallo to the ground. He pins him there. Of course, 
               holding onto Metallo for a few moments makes Superman weak.

               Metallo turns himself over, throwing Superman to the ground. 
               Metallo gets to his feet and looks behind Superman where a 
               metal sculpture is standing. As Superman struggles to get 
               up, Metallo goes to the statue and pulls it from its base. 

               Metallo uses all of his strength to throw the sculpture down, 
               onto Superman.

               Superman catches the sculpture with one hand and gently sets 
               it down on the ground. He looks to Metallo. By now, Superman 
               is sweating. The exposure to kryptonite is catching up to 
               him.

               Metallo looks past Superman, toward the police car that Lois 
               is hiding behind. He sees Lois. He then charges toward 
               Superman.

               INT. KENT HOUSE - LIVING ROOM - NIGHT

               Martha and Lana are in front of the TV, watching live coverage 
               of Superman's battle with Metallo. With each punch that is 
               exchanged, both women hold their breath.

               As a close-up of Superman fills the screen, Martha frowns. 

                                     MARTHA
                         Something's wrong.

               INT. SPORTS BAR - NIGHT

               The bar is packed with DRUNKEN SPORTS FANS, all watching the 
               battle on various TV screens.

-----------------------------------------------------------------------------------------------------
                                                                       142.


               Sitting at the bar, Pete is watching the fight.

                                     SPORTS FAN 1
                         Superman will kick that guy's ass.

                                     SPORTS FAN 2
                         No way. Check out the way Supes is 
                         huffing. The dude with the metal 
                         shirt isn't even sweating.

                                     FEMALE SPORTS FAN
                         I don't think that's a shirt.

                                     SPORTS FAN 2
                         Whatever. The guy is gonna kick 
                         Superman's ass.

               Pete hears this, but doesn't take his eyes off of the screen. 
               He's worried.

                                     SPORTS FAN 1
                         Wanna bet?

                                     SPORTS FAN 2
                         Twenty bucks says the other guy wins.

                                     SPORTS FAN 1
                         I'll put fifty on Superman.

                                     FEMALE SPORTS FAN
                         Count me in. Superman all the way.

               Soon, the room is rumbling with various bets being placed on 
               the fight.

               Sports Fan 1 grabs Pete's shoulder.

                                     SPORTS FAN 1
                         Hey, pal. You want in on this?

               Pete doesn't respond.

               EXT. METROPOLIS MUSEUM - NIGHT

               Superman catches a wooden bench that Metallo has thrown at 
               him. 

               Metallo charges at Superman and dives toward him. Superman 
               moves out of the way, causing Metallo to land on the ground. 
               Superman uses the bench to hold Metallo down.

               Metallo grabs the bench with one hand and breaks it in half. 
               He uses his legs to push Superman back and quickly gets back 
               to his feet.

-----------------------------------------------------------------------------------------------------
                                                                       143.


                                     METALLO
                         All of this up and down is making me 
                         dizzy. What do you say we make this 
                         more interesting?

               Metallo charges Superman one more time. Superman effortlessly 
               spins Metallo around and throws him back down to the ground, 
               not far from the police car and Lois.

               Metallo stands up and dusts himself off.

                                     METALLO (CONT'D)
                         I totally gave you that one.

               Metallo then turns and grabs the police car. He pushes it 
               out of the way, revealing Lois. She straightens up as her 
               cover is lost. She's not sure what to do with herself.

               The police car rolls toward the crowd. Superman superspeeds 
               behind it and stops it just before it reaches them.

               Metallo turns toward Lois. She starts to back away.

                                     LOIS
                         What the hell are you?

               Metallo thinks about his answer. He looks down at his metal 
               chest and then back to Lois.

                                     METALLO
                         I am but the sum of my parts. When 
                         you write about this, you can call 
                         me Metallo.

               Superman superspeeds in between Metallo and Lois, looking 
               Metallo in the eyes.

                                     SUPERMAN
                         Lois, get out of here.

               Lois is still processing that name. Something about it is 
               very familiar. She finally runs toward the rest of the crowd 
               as Superman and Metallo resume their fight.

               When Lois reaches the crowd, she stops to think about the 
               name. She repeats it silently to herself a few times before 
               she finally remembers where she's seen it before.

               She turns around and starts to push her way to the back of 
               the crowd, pulling out her cell phone and dialing. She puts 
               the phone to her ear.

               Before anyone answers on the other end, Lois spots Professor 
               Vale in the back of the crowd. When he sees her, he turns 
               and starts to walk away. Lois rushes to catch up to him.

               Lois runs in front of Vale, cutting him off.

-----------------------------------------------------------------------------------------------------
                                                                       144.


                                     LOIS
                         You look familiar.

                                     PROFESSOR VALE
                         I don't believe we've me--met.

                                     LOIS
                         Luthor's Med Center. You're the guy 
                         who bumped into me. The guy with the 
                         file mentioning Metallo. What a 
                         coincidence.

                                     PROFESSOR VALE
                         I do--I don't know what you're talking 
                         about. Really, I have to be going.

                                     LOIS
                         You're not going anywhere. You're 
                         talking to me and then the police.
                              (beat)
                         Is Luthor in on this?

                                     PROFESSOR VALE
                         Miss Lane, I am not a stupid man. I 
                         won't be saying anything about any 
                         of this.

               ANGLE ON : CAPTAIN JACKMAN

               Watching the fight with several other officers, Jackman 
               doesn't like how this is going. He leans closer to one of 
               his men.

                                     CAPTAIN JACKMAN
                         We have to help him. Get the crowd 
                         out of here and get ready to bring 
                         him down.

               The officers start to push the crowd back even farther, but 
               the crowd begins to object.

                                     GOTH GIRL
                         We're not leaving him!

                                     OFFICER DANIELS
                         Get back.

                                     GOTH GIRL
                         Screw you, ham hock.

               Several members of the crowd fight the police, not wanting 
               to leave Superman. Others in the crowd grab them and pull 
               them back, knowing that the police have their job to do. 

               ANGLE ON : SUPERMAN AND METALLO

               Metallo is holding Superman against a wall with one hand 
               while repeatedly punching him with the other.

-----------------------------------------------------------------------------------------------------
                                                                       145.


               Superman finally catches Metallo's fist and stops the beating. 
               He looks Metallo in the eyes, still weak from kryptonite 
               exposure.

                                     SUPERMAN
                         You won't win this.

                                     METALLO
                         Seems to me that I already am.

               Superman pushes Metallo's fist back with all of his strength. 
               Even weakened, Superman is strong enough to battle Metallo.

               Metallo struggles to push back. As they struggle, Metallo's 
               eyes drift past Superman to one of the museum windows. In 
               the reflection of the window, he spots Lois talking to 
               Professor Vale. This upsets him.

               A surge of strength helps Metallo push his fist back, smashing 
               Superman's hand into the wall. He throws Superman to the 
               ground and pounds him in the face several times.

                                     METALLO (CONT'D)
                         I suggest you stay down, Superman.

               Metallo stands up and starts to walk away.

                                     METALLO (CONT'D)
                         But since we both know you won't...

               Metallo grabs the police car that he pushed earlier. He 
               somehow manages to pull together enough strength to lift the 
               car off of the ground. He throws it through the air, toward 
               the crowd.

               ANGLE ON : THE CROWD

               They scream and try to push at each other as the car flies 
               toward them. As the car is about to land on top of several 
               crowd members, it stops mid-air.

               Superman has caught the car and is holding it over the crowd.

                                     SUPERMAN
                         Run!

               The crowd hesitates a moment and then begins to move again. 
               As soon as the area is clear, Superman drops the car onto 
               the ground, and then falls on top of it. He lays there, 
               catching his breath as the police rush toward him.

               ANGLE ON : LOIS AND PROFESSOR VALE

                                     PROFESSOR VALE
                         It wasn't supposed to be like this.

                                     LOIS
                         What was it supposed to be like?

-----------------------------------------------------------------------------------------------------
                                                                       146.


                                     METALLO (O.S.)
                         For starters, we were supposed to 
                         hit the gift shop on the way out.

               Lois turns and sees Metallo standing behind her. She gasps.

                                     METALLO (CONT'D)
                         I really wanted a stuffed dinosaur.

               Metallo grabs Lois' arm and throws her to the ground. He 
               then turns his attention to Vale.

                                     METALLO (CONT'D)
                         What did I tell you about speaking 
                         to the press? We're supposed to be 
                         holding out for Oprah.

               Metallo grabs Vale's arm and pulls him away from the scene.

               ANGLE ON : SUPERMAN

               Still on top of the car, recovering. When Captain Jackman 
               gets to his side, he pulls himself on top of the car.

                                     CAPTAIN JACKMAN
                         Are you okay?

               Superman attempts to pull himself up, but he can't. 

                                     SUPERMAN
                         Where is he?

                                     CAPTAIN JACKMAN
                         He ran. We couldn't get a clear shot.
                              (beat)
                         He took someone.

                                     SUPERMAN
                         Who?

               Lois approaches, rubbing her arm. 

                                     LOIS
                         His partner.

               Superman sits up just as Lois gets close.

                                     LOIS (CONT'D)
                         Something tells me that "Metallo" 
                         didn't want the other guy talking.  
                         Damn near broke my arm during the 
                         getaway.

                                     SUPERMAN
                         Do you know who he was?

                                     LOIS
                         He wasn't talking. He was too scared.

-----------------------------------------------------------------------------------------------------
                                                                       147.


                                     CAPTAIN JACKMAN
                         I'd be scared too if that thing wasn't 
                         happy with me.

               Lois doesn't say another word to Jackman. She turns her 
               attention to helping Superman.

                                     LOIS
                         Are you okay?

                                     SUPERMAN
                         Getting better.

               Lois takes Superman's arm and helps him off of the car.

               EXT. METROPOLIS MUSEUM - NIGHT

               Superman and Lois are talking to another police officer. As 
               they wrap up the conversation, they walk away from the crowd. 
               Superman is looking much better now.

                                     LOIS
                         You okay to fly or should I call you 
                         a cab?

                                     SUPERMAN
                         I'm good.

                                     LOIS
                         I didn't want to say anything in 
                         front of the press, but you kinda 
                         got your ass kicked.

               Superman doesn't respond.

                                     LOIS (CONT'D)
                         What happened?

                                     SUPERMAN
                         I don't know.

                                     LOIS
                         Seems to be a popular answer with 
                         you.

               Superman finds this fact to be irritating. To Lois it's a 
               light-hearted comment, but to Superman it's a fact of his 
               life.

                                     SUPERMAN
                         Yeah.

                                     LOIS
                         You'll take him next time. You'll be 
                         ready for him.

                                     SUPERMAN
                         Will I?

-----------------------------------------------------------------------------------------------------
                                                                       148.


                                     LOIS
                         You should be.
                              (beat)
                         The trick to these things is to 
                         educate yourself. Knowledge is power. 
                         Corben's been turned into some kind 
                         of metal robot thing. That means 
                         that he is manmade and that means 
                         that he's got a weakness. You just 
                         have to figure out what that weakness 
                         is.

                                     SUPERMAN
                         Any idea where to start with that?

                                     LOIS
                         I've got my leads. I'll let you know 
                         if I find anything.
                              (beat)
                         Do you have a cell phone by any 
                         chance?

                                     SUPERMAN
                         I don't want you putting yourself in 
                         any danger, Lois.

                                     LOIS
                         Me? Danger? If you knew me, you'd 
                         know that I rarely put myself in any 
                         kind of danger. I like to play it 
                         safe.

                                     SUPERMAN
                         Be careful. If you need me, just 
                         yell. I'll hear you.

               Lois nods.

                                     LOIS
                         My hero.

                                     SUPERMAN
                         I should go. Do you need a lift 
                         anywhere?

                                     LOIS
                         I'll walk. Thanks.

                                     SUPERMAN
                         You sure? It's getting pretty cool 
                         out here.

                                     LOIS
                         I like a cold night. 

               Superman nods and smiles his goodbye. He then flies off. 
               Lois watches him go.

-----------------------------------------------------------------------------------------------------
                                                                       149.


                                     LOIS (CONT'D)
                         Up, up and away.

               She smiles to herself and starts to walk.

               INT. LUTHOR MEDICAL RESEARCH CENTER - VALE'S LAB - NIGHT

               Metallo opens the door and throws Professor Vale inside. He 
               follows, allowing the door to close behind him.

               The two of them look around the room, puzzled. The lab has 
               been stripped. It is now completely empty.

                                     PROFESSOR VALE
                         What's going on?

                                     METALLO
                         He's covering his tracks.

                                     PROFESSOR VALE
                         But... I can't help you without proper 
                         equipment.

                                     METALLO
                         You're not getting out of it that 
                         easily. We just need to think.

               Metallo walks to one of the empty desks and runs his hand 
               along it. He then looks at his hand.

                                     METALLO (CONT'D)
                         It's gone.

                                     PROFESSOR VALE
                         Yes. I've noticed.

                                     METALLO
                         Don't get cute, Professor. It doesn't 
                         suit you.
                              (beat)
                         I was talking about the feeling. 
                         Earlier, when I put the meteor into 
                         the power source I felt something. I 
                         felt alive for the first time since 
                         I died.

                                     PROFESSOR VALE
                         The source of your power is very 
                         different than the one you had before. 
                         Your body was probably just reacting 
                         to the new energy.

                                     METALLO
                         Whatever it was, I liked it. This 
                         rock is making me stronger than I 
                         ever was before. Every moment that 
                         passes, I grow stronger.

-----------------------------------------------------------------------------------------------------
                                                                       150.


               Metallo reaches down and lifts the desk, but it requires a 
               lot more effort than he expected. He sets it down and looks 
               to Vale. Vale is just as puzzled as he is.

                                     PROFESSOR VALE
                         I don't understand.

                                     METALLO
                         Then figure it out. I want answers.

                                     PROFESSOR VALE
                         I don't have my lab. My equipment.

                                     METALLO
                         The center just opened. You must 
                         have worked someplace before.

                                     PROFESSOR VALE
                         The university.

                                     METALLO
                         Then grab your bong, Doc. We're going 
                         to college.

               EXT. KENT HOUSE - FRONT PORCH/LAWN - NIGHT

               Martha walks out of the house, carrying her phone. She sets 
               the phone down on the railing and looks at it for a moment, 
               wishing that it would ring. When it doesn't she looks out 
               across the land and the stars above.  She's worried about 
               Clark.

               From the direction of the barn, there is a BANG. Martha turns 
               toward the sound and waits a moment to see if she hears it 
               again. When she doesn't, she grabs her phone and walks toward 
               the barn.

               INT. KENT BARN - NIGHT

               Martha walks into the barn, holding the phone tight and 
               preparing to dial it if she needs to. She carefully walks 
               through the barn, looking for the source of the noise.

               She looks toward the door in the floor, but sees no sign of 
               disturbance. That relieves her slightly.

               She continues to make her way through the barn, searching. 
               She eventually ends up in a dark corner of the barn where 
               many boxes are stored. There is also a tarp-covered car.

               When she doesn't see anything right away, she turns to walk 
               out of the barn. Before she leaves the barn, she stops 
               herself. She turns back to the car and walks toward it.

               As she gets closer, she notices the dust on the ground near 
               the tarp has been disturbed on one side.

-----------------------------------------------------------------------------------------------------
                                                                       151.


               She approaches the car carefully, and lifts the tarp. She 
               looks inside the car.

               ANGLE ON : THE CAR

               Through the window of this powder blue 1969 Dodge Charger, 
               Martha sees Clark in the back seat, sleeping. He's not in 
               costume at this point. Just jeans and a t-shirt.

               Martha breaths a sigh of relief and covers the car again. 
               She is still worried about Clark, but finds comfort in the 
               fact that he is home. She turns and walks out of the barn.

               EXT. KENT BARN - DAWN

               Night has passed and the sun is rising.

               INT. KENT BARN - DAWN

               Clark lifts the tarp and climbs out of the car. He looks 
               toward the barn door, not wanting to go back outside.

               As he looks away from the door again, he sees a steaming cup 
               of coffee on a nearby box, along with a note.  He walks to 
               the cup and takes a sip as he reads the note, which says 
               "Breakfast is served in the kitchen, not the barn."

               Clark smiles and walks toward the barn door.

               INT. KENT HOUSE - KITCHEN - DAWN

               Clark opens the back door and enters the kitchen where he 
               finds Martha carefully removing some freshly baked sticky 
               buns from their pan, trying not to get burned by the hot 
               topping.

                                     MARTHA
                         I don't know how many times I've had 
                         to tell your father that same thing. 
                         Whether it was a sick cow or a broken 
                         tractor, he always seemed to be in 
                         the barn. Sometimes I didn't know if 
                         he'd gotten out there very early, or 
                         if he'd been out there very late.

               Martha carries the platter of buns to the table and sits 
               down. Clark sits with her as she places a bun onto a plate 
               for him.

                                     CLARK
                         How did you know I was here?

                                     MARTHA
                         A mother knows these things.
                              (beat)
                         And I heard that old car door 
                         slamming.

-----------------------------------------------------------------------------------------------------
                                                                       152.


                                     CLARK
                         I just didn't want to come in.

                                     MARTHA
                         I know.

               Clark starts to pick at his sticky bun. Martha blows on hers 
               to cool it off before she eats it. Neither of them says a 
               word for a few moments. Finally, Clark speaks again.

                                     CLARK
                         I've never been... I've never felt...

                                     MARTHA
                         You got your ass kicked.

               Martha smiles warmly. This makes Clark smile.

                                     MARTHA (CONT'D)
                         You've never been vulnerable. Even 
                         as a baby, you were never sick. Never 
                         scraped your knee.

               While this is all true, it's not everything on Clark's mind. 

                                     CLARK
                         But when I was fighting him, I felt 
                         weak. I felt sick.

                                     MARTHA
                         It was bound to happen sooner or 
                         later.

                                     CLARK
                         So what do I do about it?

                                     MARTHA
                         Same thing we all do. Do you think 
                         Pete isn't worried about what might 
                         happen to him?

                                     CLARK
                         So I just suck it up?

                                     MARTHA
                         I don't see you as the type to run 
                         away.

               Clark looks down. 

                                     CLARK
                         What happens if I get sick again?

                                     MARTHA
                         What was it that made you sick?

               Clark thinks about the answer.

-----------------------------------------------------------------------------------------------------
                                                                       153.


                                     CLARK
                         I guess I felt it just as I got close 
                         to him the first time.
                              (beat)
                         After that, I was fine until he 
                         actually touched me.

                                     MARTHA
                         What changed?

               Clark thinks back, searching for the answer.

                                     CLARK
                         The meteor he stole from the museum. 
                         After he closed his chest I only 
                         felt sick when he was directly 
                         touching me. I didn't feel anything 
                         earlier in the day, so it must be 
                         the meteor.

                                     MARTHA
                         Meteors are from outer space.

               Clark doesn't say anything.

                                     MARTHA (CONT'D)
                         Well, they are.

                                     CLARK
                         So I won't let him get too close if 
                         I can help it. I won't let him touch 
                         me.

                                     MARTHA
                         Sounds like a plan. Only this time, 
                         don't hold back quite so much. Even 
                         when you were sick, I saw the look 
                         in your eyes on that screen last 
                         night. Your whole life, you've been 
                         holding back. Now you're going to 
                         have to learn when not to.

               Martha finally hits on that last nugget of concern in Clark's 
               mind. He doesn't respond to it.

               Clark finishes his breakfast and looks at his watch.

                                     CLARK
                         I should go. 

               As Clark walks toward the door, Martha follows.

                                     MARTHA
                         Y'know, I wasn't sure about this 
                         whole double identity thing at first. 
                         I always worried that the world would 
                         react badly to you. 
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       154.


                                     MARTHA (CONT'D)
                              (beat)
                         I was wrong. The world needs you, 
                         Superman.

               Clark hugs his mother.

                                     CLARK
                         Just so you know, I didn't pick the 
                         name.

               INT. METROPOLIS UNIVERSITY - ROBOTICS LAB - DAY

               Metallo is sitting on a table with various wires attached to 
               him. Professor Vale is working at a nearby computer.

                                     METALLO
                         Are we expecting results sometime 
                         soon, or should I send out for pizza?
                              (beat)
                         Can I eat pizza? Do I have a stomach?

                                     PROFESSOR VALE
                         No.
                              (beat)
                         The computer needs to be calibrated 
                         to your specs. I'm almost there.

                                     METALLO
                         Let me know when to cough.

               The lab door opens and a student, KAYLEE FORD walks into the 
               room. She's a pretty young lady, in a kinda nerdy way. It 
               works for her.

               Metallo stands up as Kaylee sees him. She doesn't see 
               Professor Vale right away.

                                     KAYLEE
                         Umm... Hi.

                                     METALLO
                         Hello.

               Metallo walks toward her slowly. She's not very comfortable 
               with this.

                                     KAYLEE
                         I don't think you're supposed to be 
                         here.

                                     METALLO
                         An ancient philosopher once said 
                         that we are all where we are supposed 
                         to be. Therefore, if I am here, I am 
                         supposed to be here.

-----------------------------------------------------------------------------------------------------
                                                                       155.


                                     KAYLEE
                         Yeah, well that ancient guy wasn't 
                         head of campus security.

                                     METALLO
                         He can be if you want. I made the 
                         line up anyway.

                                     KAYLEE
                         I'm calling security.

               Kaylee turns to grab a phone and sees Professor Vale. He's 
               distracted by his computer work, so he doesn't look up at 
               her.

                                     KAYLEE (CONT'D)
                         Professor Vale?

               Only upon hearing his name does Vale look up. When he does, 
               he's not happy to see Kaylee. More out of concern for her 
               than anything else.

                                     PROFESSOR VALE
                         Miss Ford. You shouldn't be in here 
                         right now.

                                     KAYLEE
                         Neither should you.
                              (beat)
                         I mean, I thought you were on 
                         sabbatical or something.

                                     PROFESSOR VALE
                         I'm not officially back. I just really 
                         need to finish some work and then 
                         I'll be leaving again.

                                     KAYLEE
                         Okay. I guess.

                                     PROFESSOR VALE
                         It was good seeing you. If I could 
                         just have some time to finish this, 
                         I'd appreciate it.

                                     KAYLEE
                         Yeah, I'll go grab a muffin or 
                         something.

                                     METALLO
                              (to Vale)
                         Oh, now let's not be rude, Professor.
                              (to Kaylee)
                         You can stay a little while. We can 
                         chat.

               Kaylee looks back to Metallo and just now notices the wires 
               attached to him. She is confused by this.

-----------------------------------------------------------------------------------------------------
                                                                       156.


                                     KAYLEE
                         What?

               She looks Metallo in the face again and suddenly realizes 
               that she's seen him before. She grows nervous.

                                     KAYLEE (CONT'D)
                         I've seen you before. You're the guy 
                         on the news.

                                     METALLO
                         Do I smell a fan? Okay, I'll sign 
                         one autograph and take one picture. 
                         That's it. Maybe an interview for a 
                         podcast if you have one. And don't 
                         try spraying me with that old "squirt-
                         gun inside the microphone" trick.

                                     KAYLEE
                         I'm not a fan, and now I'm pretty 
                         sure you shouldn't be here.
                              (to Vale)
                         Professor?

                                     PROFESSOR VALE
                         I... I--

               Professor Vale can't think of anything to say.

                                     METALLO
                         What he's trying to say is that we'd 
                         really appreciate it if you didn't 
                         tell anyone we're here.

                                     KAYLEE
                         I'm not helping you. I saw you on 
                         TV. You're psycho.

                                     METALLO
                         Oh, now that's just glib. That's 
                         really glib.

               Metallo grabs Kaylee's arm tightly and pulls her close.

                                     METALLO (CONT'D)
                         C'mon. Won't you be my Katie?

                                     PROFESSOR VALE
                         Stop. Please!

               Metallo spins Kaylee around and pulls her close to him. He 
               smells her hair.

                                     KAYLEE
                         Freak.

-----------------------------------------------------------------------------------------------------
                                                                       157.


                                     METALLO
                         I can't actually smell you, but I 
                         imagine it'd be like a mix of lilac 
                         and Reese's pieces.

               Metallo pushes Kaylee down, into a chair. She starts to stand 
               up, but he raises a finger to her.

                                     METALLO (CONT'D)
                         Ah-ah. I'd stay seated if I were 
                         you. You saw what I did to the 
                         Superwuss.

               Kaylee stays seated. She turns her eyes back toward the 
               Professor. He looks away from her as guilt comes over him.

                                     PROFESSOR VALE
                         I'm sorry.

                                     METALLO
                              (to Vale)
                         Get back to work. We need to hurry.

               As Professor Vale goes back to work, his eyes drift back to 
               Metallo, who is walking toward Kaylee.

               INT. LUTHOR MEDICAL RESEARCH CENTER - LOBBY - DAY

               Lois is sitting on a couch in the lobby, looking at the front 
               door. She clears her throat, checks her watch and then 
               continues to wait in silence.

               A moment later, the door opens and Lex walks into the 
               building. Lois walks toward him. Lex smiles at her as she 
               gets closer to him.

                                     LEX
                         Staking out my workplace hardly seems 
                         high-class, Miss Lane. If you'd like 
                         to schedule an interview, you could 
                         always contact my office.

                                     LOIS
                         Maybe next time.

                                     LEX
                         Until then.

               Lex is about to walk away when Lois steps in front of him.

                                     LEX (CONT'D)
                         Miss Lane, I'm incredibly busy.

                                     LOIS
                         This won't take very long.

-----------------------------------------------------------------------------------------------------
                                                                       158.


                                     LEX
                         Then if you'd walk with me to my 
                         office--

                                     LOIS
                         I'd rather not. The lobby seems like 
                         a good place to talk. It's 
                         comfortable.

                                     LEX
                         May I ask what this is about?

                                     LOIS
                         Does the word "metallo" ring any 
                         bells?

               Lex thinks for a moment and then shakes his head.

                                     LEX
                         Should it?

                                     LOIS
                         Don't lie to me. I saw one of your 
                         employees with paperwork on something 
                         called "metallo" when I interviewed 
                         you.  Saw the same guy at the museum 
                         last night when John Corben attacked 
                         the place. John Corben, aka "Metallo". 
                         John Corben whose body vanished from 
                         your ER.

                                     LEX
                         I'm afraid I don't know what you're 
                         talking about. Did this employee of 
                         mine happen to mention his name, or 
                         which department he worked in?

                                     LOIS
                         How much information I got from this 
                         man is something you'll just have to 
                         wait and find out about.

                                     LEX
                         That sounded rather hostile. I think 
                         this discussion is over.

                                     LOIS
                         What do you know about this thing, 
                         Lex?

                                     LEX
                         I know nothing. I'll be happy to 
                         look into the word and get back to 
                         you though. Anything I can do to 
                         help a friend.

                                     LOIS
                         Whatever this is, it will be stopped.

-----------------------------------------------------------------------------------------------------
                                                                       159.


                                     LEX
                              (smiles)
                         I certainly hope so.

               Lois is growing annoyed. She turns and walks out of the 
               building. Lex watches her leave. Once she's gone, his smile 
               drops.

               INT. METROPOLIS UNIVERSITY - ROBOTICS LAB - DAY

               Kaylee is tied up and gagged now. She is watching with 
               interest as Professor Vale analyzes Metallo. Vale reads off 
               his findings from the computer screen.

                                     PROFESSOR VALE
                         This is astonishing.

                                     METALLO
                         What?

                                     PROFESSOR VALE
                         This meteor's radiation is reacting 
                         with the metallo in amazing ways. 
                         Every other source of power that 
                         I've attempted to use has hemorrhaged 
                         power at high levels. That's why it 
                         didn't last. The radiation from the 
                         meteor is different though. The 
                         metallo is absorbing it. It's being 
                         held within your body.

                                     METALLO
                         What does this mean?

                                     PROFESSOR VALE
                         It means that you won't have to worry 
                         about running out of fuel. Even 
                         without the meteor, you'd be able to 
                         survive for days under normal 
                         circumstances.

                                     METALLO
                         Is that why it made me stronger?

                                     PROFESSOR VALE
                         No. I mean, I don't know. Maybe. 
                         Yes.

                                     METALLO
                         Thank you for clearing that up.

                                     PROFESSOR VALE
                         There are reactions that I wasn't 
                         expecting. It would take me much 
                         longer to figure it all out.

-----------------------------------------------------------------------------------------------------
                                                                       160.


                                     METALLO
                         We don't have much longer. I want to 
                         know why I felt the way I did. It 
                         was like... Superman. When he got 
                         near me, it's like this meteor reacted 
                         to it. I felt a surge inside of me.
                              (beat)
                         There's just no way to explain this 
                         without it sounding very gay.
                              (to Kaylee)
                         I'm not gay, really. I'll call you 
                         sometime. We'll hang.

                                     PROFESSOR VALE
                         Well, I've given you all of the 
                         answers that I can. I simply don't 
                         know anything else.

                                     METALLO
                         I thank you, Professor. Without you, 
                         I wouldn't be the man I am today.  I 
                         just don't think I'll be needing you 
                         anymore.

               Professor Vale is a little troubled by that last part. Metallo 
               starts to pull the wires off of himself.

                                     PROFESSOR VALE
                         What do you mean?

                                     METALLO
                         I mean, at this point you're really 
                         more of a liability. If anyone can 
                         stop me, it'll be you, right?

               Metallo walks toward Professor Vale. 

                                     PROFESSOR VALE
                         I won't. I promise.

                                     METALLO
                         Shh... It's okay. It'll only hurt 
                         for a little while. I promise.

                                     PROFESSOR VALE
                         John, you can't do this. It's the 
                         metallo. It's too much stress on 
                         your brain. It's driving you crazy.

                                     METALLO
                         Really? Because I feel fine.
                              (beat)
                         Okay, technically I don't feel 
                         anything right now. But if I did, 
                         I'd feel fine.

                                     PROFESSOR VALE
                         John, please.

-----------------------------------------------------------------------------------------------------
                                                                       161.


               Metallo grabs Professor Vale by the shirt and pulls him close.

                                     METALLO
                         John Corben's dead. You of all people 
                         should know that.

                                     PROFESSOR VALE
                         Metallo... Please.

                                     METALLO
                         Sorry.

               ANGLE ON : KAYLEE

               As she sees some horrible scene and looks away from it. A 
               moment later, Metallo walks to her and bends down to be face-
               to-face with her.

                                     METALLO (CONT'D)
                         Sorry about the mess. You have a 
                         janitor, right?

               Kaylee keeps her eyes closed. Metallo leans in closer to 
               her.

                                     METALLO (CONT'D)
                         Tell Superman to catch me if he can. 
                         Tell him that I'm on my way to see a 
                         mutual friend of ours.

               He strokes her hair one last time (not feeling it, of course).

               Finally, he gets up and leaves. Kaylee keeps her eyes closed 
               as she begins to struggle with her bindings. After some time, 
               she manages to pull a hand free.

               EXT. METROPOLIS UNIVERSITY - ROBOTICS LAB - DAY

               Kaylee runs out of the building, still shaking from what 
               just happened.  She soon finds it impossible to keep running 
               and falls onto the grass.

               She closes her eyes and turns her head toward the sky, letting 
               out the loudest scream that she can muster before breaking 
               into tears.

               STUDENTS around the lawn look in her direction and several 
               start to walk toward her. Before they can reach her, however, 
               Superman flies over the campus and lands near her. He puts a 
               hand on her shoulder.

                                     SUPERMAN
                         Are you okay?

               Kaylee stays on the ground and shakes her head.

                                     SUPERMAN (CONT'D)
                         What happened?

-----------------------------------------------------------------------------------------------------
                                                                       162.


                                     KAYLEE
                         They were here. They tied me up and... 
                         Oh, God. He killed Professor Vale.

                                     SUPERMAN
                         I don't understand.

               Kaylee looks at Superman for the first time.

                                     KAYLEE
                         The guy you were fighting with last 
                         night. He came in with Professor 
                         Vale. He was some sort of machine. 
                         After Professor Vale ran tests on 
                         him... Metallo. That's what he called 
                         himself. He killed Professor Vale.

                                     SUPERMAN
                         Are you hurt?

               Kaylee shakes her head. She's physically fine.

                                     KAYLEE
                         The Professor said that whatever 
                         this Metallo thing is, it's going 
                         crazy.
                              (beat)
                         And it's looking for you, Superman.

                                     SUPERMAN
                         Where did he go?

                                     KAYLEE
                         He said to tell you to that he was 
                         on his way to see a mutual friend of 
                         yours.

               Superman knows exactly what this means, but he doesn't want 
               to leave Kaylee. Kaylee looks at him firmly now.

                                     KAYLEE (CONT'D)
                         Go.

               Superman hesitates for a moment, and then takes off. Kaylee 
               watches him disappear into the sky.

               EXT. METROPOLIS UNIVERSITY - CAMPUS LAWN - DAY

               Metallo is running across the lawn with pretty impressive 
               speed and ease. As he runs he is filled with happy 
               determination, like a kid running toward a toy store.

               Superman blurs into Metallo's sight as he cuts off Metallo's 
               path. Metallo stops short.

-----------------------------------------------------------------------------------------------------
                                                                       163.


                                     METALLO
                         You couldn't even let me get off of 
                         the campus?
                              (then, to himself)
                         I need to learn how to tie a better 
                         knot.

                                     SUPERMAN
                         It ends here.

                                     METALLO
                         Are you sure? Because I thought we 
                         were supposed to have a massive 
                         showdown on the top of the Daily 
                         Planet, with Lois Lane dangling from 
                         that spinning globe thing, screaming 
                         for her life every time her orbit 
                         brought her back around to us.  It 
                         was going to be a special effects 
                         bonanza that they'd have to spend 
                         months creating in a computer.

                                     SUPERMAN
                         Are you done rambling yet?

                                     METALLO
                         Let me check.
                              (beat)
                         Yes. Yes, I am.

               Metallo charges toward Superman, screaming with rage. He 
               dives through the air to tackle Superman, but Superman speeds 
               out of the way, leaving Metallo to crash onto the ground.

               Superman stops behind Metallo and grabs Metallo's leg. He 
               swings Metallo around and throws him across the lawn. Superman 
               can feel a weakness in his hands after this, but he quickly 
               gets over it.

               Metallo crashes much harder this time, getting a mouthful of 
               grass as he does. He quickly gets up and turns back to 
               Superman. Metallo isn't happy.

                                     METALLO (CONT'D)
                         Ouch!

               Metallo closes his hands into tightly clenched fists and 
               charges toward Superman.

               Superman does the same, but loosens his fists slightly at 
               the last moment.

               As they reach each other, Metallo swings at Superman. As he 
               punches Superman in the face, Superman can feel the pain of 
               the hit. He doesn't allow it to slow him down too much as he 
               strikes back with a punch of his own. Superman's punch sends 
               Metallo to the ground, but not as far as either one of them 
               had expected.

-----------------------------------------------------------------------------------------------------
                                                                       164.


               As Metallo stands up, he can feel a surge of strength in his 
               body. He smiles at this.

               Superman notices the smile and knows what is happening. He 
               looks around the campus lawn, studying his options.

               Metallo attacks Superman again, but Superman speeds out of 
               the way.

               As Superman stops behind Metallo, Superman uses his heat 
               vision on the back of Metallo's leg, causing Metallo to 
               stumble and fall over.

               Superman flies to a nearby bench and picks it up. He moves 
               over to where Metallo is and throws the bench as hard as he 
               can.

               Metallo sees the bench coming and swings at it. The bench is 
               sent flying toward a nearby GROUP OF STUDENTS who have stopped 
               to watch the fight.

               Superman catches the bench before it hits the students and 
               then flies through the air with great speed, toward Metallo.

               With the bench between them, Superman rams into Metallo. 
               Both of them travel several hundred feet, landing on the 
               grass near a parking lot which marks the outer edge of the 
               campus, beyond which the city of Metropolis lies.

               Superman lands on his feet. Metallo and the bench land harder 
               on the ground.

               As Metallo struggles to get up, Superman moves to a nearby 
               tree and rips off a rather large branch.  He swings it like 
               a baseball bat toward Metallo.

               Metallo manages to catch the branch before Superman can hurt 
               him with it. He pulls as hard as he can, ripping the branch 
               from Superman's grip. Metallo lifts the branch over his head, 
               about to swing downward at Superman.

               Superman uses his heat vision on the branch near where Metallo 
               is holding it. The branch bursts into flames and snaps. It 
               falls on top of Metallo.

               Metallo pushes the burning branch away, getting a little 
               more upset now.

               He turns toward the parking lot and walks toward the many 
               cars.

               Superman isn't sure what Metallo is going to do next, but 
               flying cars are probably a bad idea, so he speeds toward 
               Metallo, cutting him off.

               Superman punches Metallo, sending Metallo stumbling back, 
               but not falling to the ground.

-----------------------------------------------------------------------------------------------------
                                                                       165.


               Metallo angrily bends over and grabs a smaller car. He lifts 
               the car over his head and slams it downward, onto Superman. 
               Superman falls to the ground, with the car on top of him.

               Superman grows angry as he lifts the car off of himself. He 
               holds onto the car tightly, swinging it at Metallo. As he 
               hits Metallo, Metallo is sandwiched in between this car and 
               an SUV that he had been standing near.

               Superman continues to swing, hitting Metallo with the car 
               several times before dropping it on top of Metallo and taking 
               a few steps back. His anger has never been released like 
               this before and he's not quite sure what to make of it.

               Metallo pushes the car off of himself and stands up. He has 
               taken quite a beating, and half of the flesh has been torn 
               from his face, revealing the metallic creature beneath, along 
               with the black robotic eye.

               Superman takes in the sight of Metallo as Metallo allows the 
               metallic side of his mouth to form a grin.

                                     METALLO (CONT'D)
                         Was that the best you can do?

               Superman's eyes fill with fear and he looks away from Metallo. 
               When he answers, it's more to himself than to Metallo.

                                     SUPERMAN
                         No. 

               Superman looks back to Metallo with an intensity that he has 
               never shown before. As heat vision shoots from Superman's 
               eyes and strikes Metallo, Metallo is thrown back by the blast.

               Metallo crawls behind the wreckage of the car that had been 
               used against him earlier, trying to avoid another blast.

               When he recovers, he grabs onto the car and lifts it as he 
               stands, preparing to throw it at Superman.

               Superman flies through the air with amazing speed, slamming 
               into Metallo, punching Metallo in the chest when he finally 
               reaches him. Metallo flies through the air, higher and farther 
               than ever before, toward the city.

               The car drops, but Superman is gone before it can hit him.

               EXT. METROPOLIS STREET - CONTINUOUS

               Metallo clears the campus property just as Superman flies up 
               behind him and punches Metallo mid-air.

               Metallo is sent toward the street below, fast.

               As the PEOPLE on the street scream and scurry, Metallo crashes 
               into the street, taking out a good chunk of pavement as he 
               does.

-----------------------------------------------------------------------------------------------------
                                                                       166.


               Superman lands nearby and watches Metallo for a moment. 
               Metallo doesn't get up right away, so Superman is waiting to 
               see how much damage has been done.

               After a few seconds, Metallo begins to move. He begins to 
               pull himself up.

                                     METALLO
                         Well...

               Metallo stands and looks Superman in the eyes.

                                     METALLO (CONT'D)
                         Gotta say that sucked.

                                     SUPERMAN
                         Had enough?

                                     METALLO
                         I'll let you know when I've had 
                         enough.

               Metallo walks to a nearby car and bends down to pick it up. 
               He finds it more difficult than normal for some reason.

               He looks to the rear of the car and sees Superman holding it 
               down with one hand.

                                     SUPERMAN
                         Enough of the car thing.

               Metallo lets go of the car and pauses for a moment, pretending 
               to have no further plan. He then dives on top of Superman.

               Superman falls to the ground with Metallo on top of him. 
               Metallo begins punching Superman in the face repeatedly.

               Superman tries to push Metallo off, but when he grabs onto 
               Metallo's arm, he finds himself weakened.

               Metallo stops hitting Superman, remaining on top of him.

                                     METALLO
                         You're supposed to be fighting back.

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Perry walks out of his office and over to Lois'. 

                                     PERRY
                         Where's Clark?

                                     LOIS
                         I haven't the slightest.

               After speaking, Lois lets out a slight cough. 

-----------------------------------------------------------------------------------------------------
                                                                       167.


                                     PERRY
                         Fine. You do it. Get to University 
                         Avenue. Superman's at it again.

                                     LOIS
                         With Corben?

                                     PERRY
                              (nodding)
                         Take Jimmy.

               Lois grabs her coat and rushes out.

               EXT. METROPOLIS STREET - DAY

               Metallo is holding Superman down on the hood of a car while 
               people on the street watch in horror.

                                     METALLO
                         "Superman defeated! Footage at 
                         eleven."
                              (beat)
                         I like the sound of it. It's got 
                         this apocalyptic ring to it. I just 
                         hope they film from my good side. 
                         Someone had to go and rip my face 
                         all off.

               Superman is feeling the weakness that comes from Metallo's 
               touch, but he's not struggling much either. He's not listening 
               to Metallo ramble. He looks around at the people that are 
               watching. Among them is a SOLDIER in an Army uniform in 
               uniform.

                                     METALLO (CONT'D)
                         I guess I could always kill them if 
                         they don't. With you out of the 
                         picture, there won't be many people 
                         that could stop me. 

               SUPERMAN'S POV

               The picture is blurred. Through Superman's eyes, the soldier 
               looks a little like Pete.

               The soldier takes a step toward Superman and Metallo. Superman 
               puts up a hand, telling the soldier to stop.

               To the side of the soldier is a NICE OLD LADY standing near 
               a YOUNGER WOMAN. Through the blur, they look a little like 
               Martha and Lana. Behind them, an OLDER MAN in a plaid shirt 
               is standing, who could be Jonathan Kent.

               Superman blinks a few times.

               The picture clears enough to see that they aren't actually 
               Martha or Lana. The older man is now gone.

-----------------------------------------------------------------------------------------------------
                                                                       168.


                                     METALLO (CONT'D)
                         I'm bored. Are you bored?

               Superman looks to Metallo. He reaches up and grabs the back 
               of Metallo's shirt and pulls hard. Metallo is thrown to the 
               ground next to the car. Superman gets up.

               The crowd cheers. Superman looks back to them one more time.

                                     SUPERMAN
                         Get back.

               The crowd listens. All but the soldier begin to move back. 
               The soldier ducks into a doorway to stay out of the way, but 
               he remains close.

               Superman steps away from the car and looks back to Metallo 
               as Metallo gets back up.

               Superman shoots heat vision at Metallo, blowing a hole through 
               Metallo's arm. As Metallo looks down to assess the damage, 
               Superman speeds toward Metallo and grabs him by the neck. He 
               throws Metallo to the ground.

               Metallo kicks Superman off of him, causing Superman to stumble 
               back into the car. Metallo gets up. He charges at Superman. 
               Superman speeds out of the way, ending up a few feet from 
               where Metallo stops.

                                     METALLO
                         That gets annoying.

                                     SUPERMAN
                         Sorry.

               Metallo turns toward Superman.

                                     METALLO
                         New rule. No super speed.

                                     SUPERMAN
                         I'm going to stop you however I need 
                         to.

                                     METALLO
                         Chicken.

               Metallo rushes toward Superman, swinging. Superman steps to 
               the side, causing Metallo to miss. Superman grabs Metallo's 
               arm and swings him toward the ground. Metallo crashes to the 
               ground hard.

               Superman then picks Metallo up, swings him around, and slams 
               him down again on the other side. He finally throws Metallo 
               yards down the road.

               Metallo gets up. Superman smiles.

-----------------------------------------------------------------------------------------------------
                                                                       169.


                                     SUPERMAN
                         Didn't use super-speed that time.

               Metallo runs toward Superman. Superman doesn't move.

               When Metallo reaches Superman, he swings as hard as he can. 
               When he hits Superman, Superman is thrown backwards, but 
               manages to land on his feet.

               Superman lifts off of the ground. After a brief pause, he 
               shoots toward Metallo.  When he hits Metallo, both of them 
               smash through the wall of a nearby store, disappearing into 
               it.

               The street falls silent for a moment. The crowd begins to 
               wonder what is happening. Just as the soldier is about to 
               walk toward the store, Superman crashes through another wall 
               of the building, slamming onto the ground.

               Metallo walks through the hole in the wall, rubbing his fist. 
               He walks toward Superman.

               As Metallo nears Superman, Superman looks up from the street 
               and uses his heat vision to blast Metallo. The force of the 
               blast causes Metallo to fly through the air, hitting the 
               side of a building on it's third floor. He falls back to the 
               ground, landing hard on his stomach.

               When Metallo begins to get up, we can see that only small 
               shreds of his flesh and one normal looking eyeball remain. 
               The crowd gasps when they see the full metallic body of 
               Metallo.

               When Metallo finally stands, he looks around for Superman, 
               but can't spot him. He continues to search.

                                     METALLO
                         Where are you?

               ANGLE ON : THE CROWD

               Lois and Jimmy push their way through the crowd.

                                     JIMMY
                         Should we be here? Maybe we shouldn't 
                         be here.

                                     LOIS
                         You were thrown out of one window, 
                         Jimmy. Get over it.

               They reach the front of the crowd and see Metallo. Lois gasps.

                                     LOIS (CONT'D)
                         Oh my God.
                              (then, to Jimmy)
                         Take a picture.

-----------------------------------------------------------------------------------------------------
                                                                       170.


               Jimmy doesn't move for a moment, but finally manages to raise 
               his camera. He begins shooting.

               Metallo turns toward Lois.

                                     METALLO
                         Well... It looks like we might have 
                         our damsel after all. I seem to have 
                         misplaced your hero though.
                              (beat)
                         I find it a little odd that you appear 
                         just as he disappears. You're not 
                         really Superman in disguise, are 
                         you, Lois?

               Metallo starts to walk toward Lois. He keeps his eyes on 
               Lois as he walks, but directs his voice upward.

                                     METALLO (CONT'D)
                         I'm going to kill your reporter 
                         friend, Superman! Wouldn't now be a 
                         good time to stop hiding?

               Metallo continues to walk toward Lois. There is no response 
               from Superman. At first, Lois isn't phased by any of this. 
               It's only once Metallo begins to get pretty close that Lois 
               starts to wonder where Superman is.

                                     JIMMY
                         I think we... I mean, maybe...

                                     METALLO
                         Quiet, kid. I'm trying to plan a 
                         murder here.

               Jimmy pauses for a moment. After a beat, he swallows hard 
               and steps in front of Lois.

                                     JIMMY
                         You're not touching her.

               Metallo smiles.

                                     LOIS
                              (to Jimmy)
                         What are you doing?

                                     JIMMY
                         I'm... protecting you.

                                     METALLO
                         Sweet.

               Metallo begins to reach toward Jimmy.

                                     METALLO (CONT'D)
                         But incredibly stupid.

-----------------------------------------------------------------------------------------------------
                                                                       171.


               Just as Metallo is about to grab Jimmy, Superman shoots from 
               the sky in a blur, striking Metallo with incredible force 
               that drives both of them through the street, into the sewer 
               below.

               The crowd moves back, including Lois and Jimmy.

               A second later, Metallo is thrown through the street a few 
               yards away from the crowd, and crashes back onto the pavement. 
               Superman follows, flying through the hole that Metallo 
               created. He quickly snatches Metallo off of the ground with 
               one hand, and throws him into the side of a building.

               As Metallo hits the building, a large chunk of the wall is 
               taken out of it. Metallo is about to move away from the wall 
               when Superman shoots toward him again, slamming him back 
               against the wall.

               With Metallo pinned, Superman punches him several times in 
               the face. When Superman is done, he stands back. Metallo 
               doesn't appear to be damaged very much by this.

                                     METALLO (CONT'D)
                         Hit all you want, Superman. I'm still 
                         stronger than you.

                                     SUPERMAN
                         You won't be walking away from this.

                                     METALLO
                         Stop me.

               Metallo swings at Superman, but Superman blocks him by 
               grabbing his arm.  This weakens Superman slightly, but he 
               still manages to punch Metallo in the face with his free 
               hand.

               Metallo comes back with a punch to Superman's gut. Superman 
               doubles over, still weakened. As he looks back up at Metallo, 
               he sees the outline of the compartment in Metallo's chest.

               Metallo grabs Superman and spins him around, slamming him 
               against the wall and punching him in the face several times.

                                     METALLO (CONT'D)
                         Not so much fun, is it?

               As Metallo tries to punch Superman again, Superman grabs his 
               fist, stopping him. He twists Metallo's arm, causing Metallo 
               to flip onto the ground.

               Metallo attempts to get up, but Superman pins him with one 
               foot.

                                     SUPERMAN
                         I advise you to stop now.

-----------------------------------------------------------------------------------------------------
                                                                       172.


                                     METALLO
                         I'm just starting. After we're done 
                         here, I plan to bring this town to 
                         its knees.

                                     SUPERMAN
                         I can't let you do that.

                                     METALLO
                         I can't see you stopping me.

                                     SUPERMAN
                         You're not giving me much choice.

                                     METALLO
                         Plan to stand here forever, pinning 
                         me to the ground with your foot?

                                     SUPERMAN
                         No.

               Superman steps back, allowing Metallo to stand up. Metallo 
               does this cautiously.

               When Metallo finally reaches his feet, he balls his fists 
               again and charges at Superman. Before he can strike, he finds 
               himself pinned against a car by Superman.

                                     SUPERMAN (CONT'D)
                         There's no other way, is there?

                                     METALLO
                         Umm... huh?

               Without further hesitation, Superman smashes his fist through 
               Metallo's chest. When he pulls his bloody hand back out, he 
               is holding into Metallo's power source.

               The two of them lock eyes for a moment, and then Metallo 
               falls to the ground.

               Superman steps back and drops to his knees. He throws the 
               power source across the street as he falls forward, catching 
               himself with his hands and trying to catch his breath.

               Superman looks to Metallo, who is not moving. After a few 
               moments, Superman pushes himself off of the ground and begins 
               to walk toward the crowd, still weak.

               The crowd watches in silence as Lois rushes toward Superman. 
               As she reaches him, Superman falls to one knee. She struggles 
               to help him back up.

                                     LOIS
                         Are you okay? 

                                     SUPERMAN
                         I'll be okay.

-----------------------------------------------------------------------------------------------------
                                                                       173.


               Superman looks down at his bloody hand.

                                     LOIS
                         Who knew machines bled?

                                     SUPERMAN
                         It's not his.

               Lois realizes that the blood is Superman's. She's not sure 
               what to say.

               As Superman gets to his feet again, Jimmy calls to him from 
               the crowd.

                                     JIMMY
                         Superman, look out!

               Superman is puzzled. He sees that Jimmy is looking behind 
               him, so he and Lois turn to see what is happening. As they 
               turn, Metallo rushes toward Superman, letting out a scream 
               full of rage.

               When he reaches Superman, Superman steps between Metallo and 
               Lois. Metallo swings at Superman, hitting him squarely in 
               the face as hard as he can.

               Superman barely feels it.

               Metallo's eyes widen. He stumbles backwards, trying to 
               understand.

                                     METALLO
                         It's gone.
                              (beat)
                         It's all gone.

               Metallo looks Superman in the eyes.

                                     METALLO (CONT'D)
                         What happens now?

               Superman and Lois exchange looks. Neither knows the answer 
               to Metallo's question. 

               INT. DAILY PLANET BUILDING - CITY ROOM - DAY

               Lois is at her desk, talking on the phone.

                                     LOIS
                         Thank you.

               Lois hangs up the phone and coughs. She grabs a cough drop 
               off of her desk and unwraps it as Perry walks to her.

                                     LOIS (CONT'D)
                         So there are about six billion labs 
                         that are competing for the right to 
                         study this guy.

-----------------------------------------------------------------------------------------------------
                                                                       174.


                                     PERRY
                         Any word on who's in the lead?

                                     LOIS
                         I think it's between LexCorp, S.T.A.R. 
                         Labs, and Wayne Tech. Ironic, huh?  
                         Lex just might see a return on his 
                         investment after all.

               Lois pops the cough drop into her mouth.

                                     LOIS (CONT'D)
                         That is, unless we run my story.

                                     PERRY
                         You know we can't.

                                     LOIS
                         I've all but confirmed it.

                                     PERRY
                         That's not enough. If we run a story 
                         saying that Lex Luthor is behind the 
                         Metallo incident and we can't provide 
                         evidence to back it up, we'll be 
                         slapped with a hundred lawsuits. I'd 
                         be surprised if any of us walked 
                         away with our jobs.

               Lois stands and looks Perry in the eyes.

                                     LOIS
                         We know that he did this. You and I 
                         both know what Lex Luthor is hiding 
                         and we both know that unless we can 
                         prove it, he's going to get away 
                         with everything.

                                     PERRY
                         Even if we can prove that Lex is 
                         behind the experiments that created 
                         Metallo, we can't be sure that he'll 
                         be brought up on charges for it. 
                         It's just an experiment gone horribly 
                         wrong.

               Lois can't put together a response. She knows that he is 
               technically right and this annoys her. She sits back down 
               and rubs her head.

                                     PERRY (CONT'D)
                         Go home, Lois. Take a few days and 
                         get yourself well. You deserve it.

                                     LOIS
                         Yeah.

-----------------------------------------------------------------------------------------------------
                                                                       175.


               INT. KENT HOUSE - KITCHEN - DAY

               Martha brings a sandwich to the table where Clark is sitting 
               and then sits across from him.

                                     MARTHA
                         Eat. You need your strength.

               Clark smiles and starts to pick at his sandwich.

                                     MARTHA (CONT'D)
                         I'm proud of you. Your father would 
                         be too.

                                     CLARK
                         I hope so.

                                     MARTHA
                         I know so. Your whole life, we've 
                         worried about what would happen if 
                         you showed the world what you can 
                         do. We worried about the government 
                         wanting to disect you, worried about 
                         how people would react to the idea 
                         of an alien with super powers walking 
                         amongst them... Worried about how 
                         you would feel if they didn't accept 
                         you. But you overcame all of that 
                         fear because it was the right thing 
                         to do. I have no question that your 
                         father would be proud of that.

               There's a pause before Clark answers. As though he's not 
               sure how to phrase what he's thinking. 

                                     CLARK
                         When I was out there. When I was 
                         fighting Metallo, I looked at the 
                         people that were watching me. I always 
                         thought that if people saw me like 
                         that they'd be scared of me, but 
                         that's not what I saw.

                                     MARTHA
                         What did you see?

                                     CLARK
                         I saw people who accepted me. Who 
                         worried for me. Who cheered me on.
                              (beat)
                         And for a moment, I could have 
                         sworn...

               Clark stops there.

                                     MARTHA
                         Sworn what?

-----------------------------------------------------------------------------------------------------
                                                                       176.


                                     CLARK
                         Nothing. It's stupid.

               Clark takes a bite of his sandwich. Martha watches him eat, 
               knowing that there's more to that story but not pushing.  
               He'll tell her when he's ready.

               INT. LOIS' APARTMENT - LIVING ROOM - DAY

               Lois is on her couch, in her pajamas, watching TV with a box 
               is tissues nearby.

               There's a KNOCK at her door. She groans as she gets up and 
               walks to the door and opens it.

               Clark is on the other side, holding a bag.

                                     CLARK
                         I heard you were sick.

                                     LOIS
                         Remind me to wear a jacket the next 
                         time I go walking on a cold night.

               Clark holds up the bag.

                                     CLARK
                         I brought soup. Made fresh in 
                         Smallville.

                                     LOIS
                         How did you get soup from Smallville?

                                     CLARK
                         I... I had it sent overnight. It's a 
                         family recipe, passed down from 
                         generation to generation.

               Lois gestures for Clark to come in. She closes the door behind 
               him.

                                     LOIS
                         Forgive the mess.

                                     CLARK
                         Don't worry about it. Go sit down. 
                         I'll heat this up.

               Lois takes a moment after hearing that. It's the first time 
               anyone's done that for her.

                                     LOIS
                         Thanks.

               Lois goes to the couch and sits down.

                                     LOIS (CONT'D)
                         You know where the kitchen is, right?

-----------------------------------------------------------------------------------------------------
                                                                       177.


                                     CLARK
                         Yeah.

               Clark walks into the kitchen. Lois quickly tries to clean up 
               the area around the couch.

               After a few moments, Clark returns.

                                     CLARK (CONT'D)
                         Soup's heating.

                                     LOIS
                         Thanks.
                              (beat)
                         So, am I missing anything big at 
                         work?

                                     CLARK
                         It's been pretty quiet since that 
                         Metallo guy was taken care of. 
                         Superman's helping fix up all of the 
                         damage. Lex Luthor is angry that 
                         Superman wasn't arrested for causing 
                         the damage. He's also angry that 
                         Superman is taking jobs away from 
                         the crews that would be needed to 
                         fix the damage.

                                     LOIS
                         Did he get the research rights to 
                         Metallo?

               Clark nods.

                                     CLARK
                         I wouldn't expect to hear many updates 
                         on that.

                                     LOIS
                         Figures. He causes all of this trouble 
                         and then he gets rewarded for it.

                                     CLARK
                         Yeah, I heard about your story.

                                     LOIS
                         And now it's just a matter of time 
                         before Lex does it again.

                                     CLARK
                         So much for giving him the benefit 
                         of the doubt.

                                     LOIS
                         I gave it to him. It just turns out 
                         that the rumors were right. He's not 
                         a good man, Clark. He's dangerous.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                       178.


                                     LOIS (CONT'D)
                         I'm worried that when the world 
                         finally realizes that, it'll be too 
                         late.

               Clark doesn't know how to respond to that.

                                     CLARK
                         I'll go check on the soup.

               Clark starts to walk toward the kitchen.

                                     LOIS
                         Hey.

               Clark stops and turns around.

                                     LOIS (CONT'D)
                         Thanks.
                              (beat)
                         For the soup.

               Clark smiles his "you're welcome" and heads for the kitchen. 
               Lois watches him until he's out of the room.

               INT. LEXCORP BUILDING - LEX'S OFFICE - NIGHT

               Lex is pouring himself a drink near the door to his office 
               while his secretary, MARIE sits in a chair, taking notes.

                                     LEX
                         I might need to push my two-o'clock 
                         back tomorrow. And reschedule my 
                         appointment with Dr. Marrow.

               Lex takes a sip and turns toward the window. He walks to it, 
               despite the fact that the light in the room makes it 
               impossible to see out.

                                     LEX (CONT'D)
                         I'm also going to need a report from 
                         the lab on that Metallo project. 
                         Find out if it's still alive.
                              (beat)
                         That's all.

                                     MARIE
                         What about your lunch with Senator 
                         Willis?

                                     LEX
                         I'll keep that one.

               Marie nods and stands.

                                     MARIE
                         Anything else you need before I go 
                         home?

-----------------------------------------------------------------------------------------------------
                                                                       179.


                                     LEX
                         Just turn off the lights on your way 
                         out.

                                     MARIE
                         Goodnight, sir.

                                     LEX
                         Goodnight.

               Marie walks out of the room, hitting the light switch on her 
               way out.

               ANGLE ON : LEX

               As he looks out the window, now able to see what is outside.

               PAN AROUND Lex to REVEAL Superman on the other side of the 
               glass, staring Lex in the eyes. Letting Lex know that he's 
               watching him.

                                                                  FADE OUT:

                                         THE END