INT. SKULL SHIP



Brainiac and L-Ron watch the solar conductor on their view screen.



			BRAINIAC

	Launch the hybrid technology.



L-Ron presses a button on the control panel.



INT. ROCKET CARGO HOLD



Technology extremely alien in appearance fills the cargo hold. It

begins vibrated, then explodes, "growing" out of the smoke. It

spreads throughout the cargo hold and...



EXT. SPACE



...out through the rocket's seams. It consumes the rocket from

within, covering it in bio-metallic tendrils.



In the midst of the Solar Conductor, an Earth made rocket labelled

LexTech 37 grows white hot with energy. Then, lasers burst out of

it from all sides, striking and bouncing off the mirrors of the

solar conductor, creating a 'net' across the miles-wide diameter.

The 'net' begins to slowly prevent sunlight from passing through.

The light that shone on Earth now fades slightly, as Brainiac's

SHADOWCASTER goes to work.



EXT. MOUNT RUSHMORE - NIGHT



Packing up, Clark doubles over slightly, as if suddenly woozy. He

rights himself and shakes it off, smiling.



			CLARK

	Indigestion. Maybe I didn't cook the

	chicken long enough.

[...]

Clark becomes a blur that turns into Superman. He leaps off the

cliff.



EXT. SPACE - CONTINUOUS



The ShadowCaster seals off a large section of sunlight.



EXT. MOUNT RUSHMORE - CONTINUOUS



Suddenly, Superman is struck, as if shot. He falters in mid-air

and falls against the edge of the cliff.



Lois shrieks and grabs his hand, catching him in the nick of time.

Superman looks up at her, wide-eyed. He throws his other hand up

to Lois. She digs her heels into the ground and pulls, as Superman

climbs up to the safety of the level ground. He collapses to his

hands and knees, breathing heavily. Lois is on top of him,

checking his pulse, feeling his head.



			LOIS

	God, Clark - are you okay?! What

	happened?! Was it Kryptonite?!



			SUPERMAN

	It wasn't a toxic reaction. It was

	something else.



			LOIS

	We've gotta get you home...



			SUPERMAN

		(leaps to fly)

	I'll be okay - that plane won't if I

	don't leave now.



			LOIS

		(pulls him back)

	Are you out of your mind?! You almost

	fell of a cliff, Clark! You!



Superman gently extracts his cape from her grip, touching her

face. He then lifts off the ground, hanging there -- apparently

back to normal. He shrugs at her, and disappears in a flash of

red, leaving behind a worried Lois.

[...]

EXT. SPACE



The ShadowCaster goes full throttle, completely cutting off what

little sunlight was seeping out.



EXT. METROPOLIS - DAY



The sun -- eclipsed by Brainiac's device -- disappears, plunging

the Earth -- and the city -- into the darkness of moonlight.

[...]

EXT. METROPOLIS PARK - NIGHT



Superman takes a hit from Doomsday and goes stumbling backwards.

He pauses and notices the fading sunlight. Then, it dawns on him:

his power source is being cut off.



Doomsday plows into him. Superman fights back valiantly, but knows

that he's being depleted. He begins to falter. Doomsday grabs him

and hurls Superman back into the hole.



INT. SEWER SYSTEM



Superman lands, and Doomsday is on him anew, holding Superman in a

headlock. Superman flips Doomsday off his back and drop kicks him

down the tunnel, out of sight.



Then, we hear a HIGH PITCH SHRIEK sounding. Superman winces -- the

sound filling his head. The SHRIEK FADES, and we hear TAPPING, as

if on a MICROPHONE, and...



			LEX (V.O.)

	Is this thing on?

		(chuckles)

	Hello, Blue-boy. It's your better --

	Luthor -- speaking to you from a

	frequency that only super-hearing can

	detect.



INT. LEX'S OFFICE - NIGHT



Lex looks out upon the prematurely-darkened Metropolis -- a

microphone in his hand.



			LEX

	Things don't look too good for you, alien.

	It seems I've finally found your Achilles

	heel: the Earth's yellow sun.



EXT. SEWER DROPOFF DRAIN



Superman enters cautiously.



			LEX (V.O.)

	Without it, you're not that impressive.

	Look at you -- alone, beaten, nearly

	broken. Where are all the good people

	you've put your neck on the line so many

	times for? You'd think they'd return the

	favor.



Then, Doomsday drops from the ceiling, crushing the Man of Steel.

They fight through the current, heading toward the dropoff.

Superman pulls himself from D-Day's grasp, but Doomsday double-

fists the floor, shaking the ceiling loose, which comes down

around Superman, pinning him.



Doomsday winds up and gives Superman a right-hook, sending him

falling into the churning muck below.



EXT. METROPOLIS STREETS



Lois slides across a cab's hood, rushing toward the park. She

muscles through the crowds that keep their distance.



INT. SEWER DROPOFF



Doomsday studies the muck below.



Superman explodes from the sewerage. howling up at Doomsday in a

flash, catching him with his fists. The pair...



EXT. METROPOLIS STREETS



... shoot through the pavement, spraying debris everywhere.



Superman goes ballistic, racing at the beast anew, pummelling him.

But Doomsday rallies back, throwing punches that actually draw

blood. The Man of Steel drops to his knees, Lex's voice still

filling his head.



			LEX (V.O.)

	You'd think the solar energy that you

	store would last longer, wouldn't you? I

	mean, you fly at night, and there's no

	sun then? Why are you weakening now?

		(chuckles)

	Apparently, soaring through the sky,

	catching muggers, and rustling the

	occasional cat burglar doesn't take the

	effort it's taking you to hold your own

	against the mindless wonder there. Any

	stored solar energy you may have is being

	exhausted. Plainly put -- you're running

	out of gas, and the pumps are closed.



Doomsday leaps atop Superman, beating him down, savagely.

Superman's running out of time.

[...]

EXT. METROPOLIS STREETS



The torn "S" insignia on Superman's chest, dripping with blood.

Superman gives it his all against the mindless Doomsday, the voice

of Lex still filling his head.



			LEX (V.O.)

	I really just called to tell you that

	your reign is over. You're being replaced.

	And this city... this world is about to

	fall on its knees before LexCorp and its

	C.E.O.



We hear Superman's HEARTBEAT -- and it's not that strong.



INT. CRAFT



Back in the Antarctic, the HEARTBEAT FAINTLY ECHOES through the

cabin. The "S" on the screen gives way to a vital signs graph,

including a heart-rate monitor. All the signs are dangerously low,

as indicated by the readout.



INT. FORTRESS



The body of the rocket dislodges from the ceiling, falling to the

snow. It begins transforming, growing a body.



EXT. METROPOLIS STREETS



Superman and Doomsday go at it, both weakening. But it's clear

Superman's the worse off.



Lois pushes through the crowd, followed by Jimmy. Her eyes go

wide.



			LOIS

	Clark! Go! Fly away! Get out of here

	before that thing kills you!



His power diminished, the Man of Steel is on the ropes. His lethal

opponent, too, appears to be reaching for the grave. But neither

relents. And even now, Superman has Lex's voice in his head.



			LEX (V.O.)

	You had no business here from the start,

	Kryptonian -- but here you'll die...



CLOSEUP - SUPERMAN



who allows himself a quick, pained glance at...



CLOSEUP - LOIS



-- eyes filled with tears.



CLOSEUP - SUPERMAN



as he manages a final weak smile, as if to say good-bye.



			LEX (V.O.)

	I just wanted you to know who it was that

	beat you, boy!



CLOSEUP - LOIS



She at first smiles through her tears as well, until she realizes

what it means.



			LOIS

		(shaking her head; screaming)

	Noooooo!



And the pair throw their last punches, connecting with one

another's heads. The shock of their mortal BLOWS EXPLODE like a

sonic boom throughout Metropolis.



CLOSEUP - LOIS



Wide-eyed.



CLOSEUP - JIMMY



Who stops snapping photos and looks up.



INT. LEX'S OFFICE - CLOSEUP - LEX



Who stares down at the tiny spectacle from high above, smiling.



EXT. METROPOLIS STREETS



And in a moment that seems like an eternity, the two mighty

combatants fall to the ground.



INT. FORTRESS



... And the Eradicator comes on-line. He stands erect, taking in

his surroundings. He moves to a nearby computer and hooks into it.

A map of the world fills the screen. We digitally race through it

and land in...



EXT. METROPOLIS STREETS



The city is paralyzed. Then, the crowd starts to move -- news

crews and military personnel converge, crowding around the fallen

Superman.



Lois fights her way through the masses, dropping to her knees

beside the fallen Man of Steel. She lifts his head from the

rubble, cradling it. He opens his eyes, partially, muck, filth,

and blood obscuring his vision and suit.



			SUPERMAN

		(weakly)

	Is... is it...



			LOIS

	Shhhhh... you did it, Clark. You did it.



			SUPERMAN

		(looking into her eyes)

	Lois...



He goes limp. Lois breaks down. The crowd's in shock.



Superman is dead.