My Superman Movie

Some background…

This treatment dates from around 2002-3. (The actual writing may have taken place in 2004. I don’t remember. But the idea itself comes from 2002 or 2003.)

At the time, there was discussion of a possible new Superman movie (which ended up being Superman Returns). At the same time, there was a lot of fretting in the comic book community about how 9/11 made Superman irrelevant and impossible to write. You can’t write a story where Superman stops 9/11, the thinking went, because that’s Too Much. And if Superman can’t stop 9/11, well, then what’s the point of Superman?

With this in mind, I came up with an idea for a Superman movie. Part wish fulfillment, part rejoinder, all dream. The treatment I wrote follows. If I were developing this today, I would almost certainly replace 9/11 with some other disaster (and, yes, I am fully aware that many people may be offended by the use of 9/11 at all, but recall when I came up with this — it felt necessary at the time). But the basic thrust of the story — the arc of it, the themes, the tropes — would remain the same. Is it perfect? God no. Would I tweak some things, were I writing it afresh? God yes. Still, I happen to think it’s a pretty kick-ass Superman story.


(P.S. Yes, I subtitled my “movie” The Man of Steel. I know.)



a treatment by Barry Lyga


We FADE IN to a black screen. White letters appear:

“SEPTEMBER 11, 2001”

BEAT and then

“8:44 am Eastern Time”

We hear the sound of a JET, closing fast.

FADE TO daytime, New York, the airspace above Manhattan and closing. We are up close on the fuselage of a jet.

Inside the cockpit, the terrorists at the controls are grim.

Back outside. Above the roar of the jet, we hear another sound. Like wind…

A HAND emerges from out of scene and touches the side of the jet…

…then the fingers SINK INTO THE STEEL…

Inside, the terrorists panic as the jet changes course.

Back outside. A full shot at last. Superman is under the jet, grabbing it with both hands. He guides it away from the World Trade Center. No music. No cool camera or lighting effects. Just one man, the wind, a super-human grip on the plane that should crash into the WTC…but won’t.

Suddenly, he looks away. His eyes narrow. We see another jet reflected in them as his TELESCOPIC VISION zeroes in on the second plane.

Superman frowns. His gaze narrows further and his HEAT VISION lashes out. The second jet’s skin sizzles as its ailerons fuse into place.

Inside the second jet, the terrorists pull at the yoke and flip switches to no avail.

Superman moves quickly, hauling his first jet to CENTRAL PARK.

The second jet narrowly misses the WTC and keeps going. Inside, the terrorists shout to each other: “Turn around!” “I can’t!”

A crowd in Central Park scatters as the shadow of the first jet falls over them. Superman lands it with nary a bump. Smoothest airplane landing in history. Inside, the terrorists have just realized what’s happened — it was so fast…

They leave the cockpit, ready to take hostages—

And Superman rips open the side of the plane. His HEAT VISION fries their weapons. The passengers DIVE on the terrorists.

Superman flips into the air, grim. There’s a massive sonic boom and then he’s beside the second jet. We see him through the windshield of the cockpit, from the POV of the bad guys. The terrorists get very, very scared. Superman just looks at them, his face expressionless.

Moments later, the second jet is on the ground, next to the first one. SWAT teams and cops are closing in. Cops swarm around Superman, asking him questions. Suddenly, he stops, cocking his head. All sound fades out until all we can hear is an air-traffic controller—

Superman launches himself into the air again. Another sonic boom rattles windows.

We see the Washington Monument. Then a plane, headed for the Pentagon. Once again, CLOSE UP on his HAND, SINKING INTO THE STEEL SKIN OF THE PLANE.

And then the plane’s on the ground on the shore of the Potomac. Growling with fury, Superman peels open the cockpit with the sound of tearing steel and breaking glass. The terrorists quake and quiver in fear within. He grabs one and hoists him up. “Who did this?”

The terrorist is too terrified to speak. Superman soars straight up into the air, dangling the terrorist a mile above the earth. “Who planned this? Who did it?” He repeats the question in multiple Arabic dialects. (He speaks EVERY language. He’s SUPERMAN.)

Before he can get an answer, he breaks off, cocking his head in that peculiar way again… He’s hearing something. He whispers: “Pennsylvania?”

He zooms back to the Pentagon. Military police and firefighters have already surrounded the plane. Superman drops the terrorist into the middle of the group and soars off to the north without missing a beat.

The clock keeps ticking down in the corner.

CUT TO: A field in Western Pennsylvania. The wreckage of United 93 is scattered all around. Superman stands in the middle of it, his fists clenched, his head bowed.

From OFF-SCREEN, we hear PA KENT: “Even you can’t be everywhere.”

FADE TO: The past. The Kent farm outside Smallville. Pa Kent lies under an old jalopy with a ratchet set. “Even you can’t be everywhere at once, son,” he says.

CLARK, crouched down near his father, watches him work. It isn’t obvious, but Clark is actually HOLDING THE CAR UP so that Pa can work on it. He’s doing this very casually and unobtrusively, like it’s no big deal.

CLARK: I don’t know, Pa. I’m pretty fast.

PA: Don’t I know it. But even you can’t be in two places at the same time. And no matter what good you might be doin’, there’s bad happenin’ somewhere else. That’s why it’s important to keep what you can do a secret. People’d never leave you alone otherwise and you’d never get ANYTHING done.

CLARK: You’re preaching again.

PA: Sorry ‘bout that.

CUT TO: The nearer past. Pa Kent is on his deathbed. Clark sits near by, weeping.

PA: Don’t go blaming yourself, son.

CLARK: What’s the point, Pa? What’s the point of being able to do everything I can do if I can’t—

PA: Clark, I want you to remember something. Even you can’t save everyone.

CUT TO: September 11, 2001, Western Pennsylvania. Superman’s fists clench and unclench as if spasming. Then, with a scream, he launches himself into the air so fast that he’s a blur.



Now we come to the present. We’re in the Daily Planet, where a pissed-off PERRY WHITE stomps down a corridor. On the wall as he passes, we see framed front pages with headlines (and appropriate photos):  “SUPERMAN REPAIRS COLUMBIA IN ORBIT.” “LUTHOR APPEAL GRANTED.” “U.N. REVOKES SUPERMAN’S SPECIAL STATUS.”

Perry rants that his computer is broken and IT is on its tenth coffee break of the day. He grabs CLARK KENT and drags him into his office because Clark is “good with computers.” While Clark fiddles with Perry’s computer, Perry yells at him for not being in the Hague for Osama bin Laden’s sentencing. “You think you’re the only person who hasn’t wanted to fly since 9/11? That was years ago, Kent!”

Clark, ever-meek, has no rejoinder. He fixes Perry’s computer and slinks out. Mounted on the wall outside Perry’s office as he leaves: A framed Daily Planet. There’s a large picture of Superman holding up Mullah Mohammed Omar and Osama bin Laden by the scruffs of their necks. The headline reads “SUPERMAN APPREHENDS 9/11 PLOTTERS.”

Enter LOIS LANE, who catches Clark looking at the paper. She, too, belittles Clark for not going to the Hague, pointing out that if Perry hadn’t insisted she stay in Metropolis to cover the “boring mayoral election,” she’d have been the first one on the plane. In a rare show of guts, Clark taps the framed paper…right at the byline that reads “Exclusive to the Planet, by Clark Kent” and tells her, “One story of the century is enough for me.”

Lois isn’t buying it and she keeps berating Clark. He tunes her out though — he does that head-tilt that we saw earlier, the one that tells us he’s using his super-hearing and -vision.

As Lois says, “Your problem is you can’t see what’s important. You have no VISION…” Clark’s telescopic vision kicks in and we see a street corner in Metropolis, as a figure steps out into the sunlight and draws a high-tech pistol from an old, battered Western gunslinger’s holster.

Clark makes a stammering excuse and runs off to a nearby stairwell. Lois fumes for a moment, then — pissed off — follows him. The stairwell, of course, is empty.

Outside the Metropolis Bank, we meet TOBY MANNING, aka TERRA-MAN. Imagine the goofiest, most colorful and inaccurate cowboy actor in the world, with a flowing green cape to top it all off (John Wayne is spinning his grave)…and an arsenal of high-tech weapons based on Westerns — electrified lasso, pistols that shoot radioactive, explosive shells, etc.

He looks like a joke, but he’s packing serious high-tech gear and there’s no way the cops can handle this guy. Fortunately, Superman shows up and handles him in a quick action sequence. It’s fun and cool and effects-laden, but we get the impression that Superman does this all the time and that he’s not really intimidated.

In fact, at one point he lectures the trussed-up villain: “Why do you keep breaking out of jail, just to get sent back, Toby? I’m starting to think you LIKE the body cavity search.”

Superman hauls Terra-Man off to Draper Island Superhuman Detention Facility, a super-secure facility on an island in Metropolis Harbor. As he leaves, we linger, zooming down hallways and through secure doors, passing a roster of deadly supervillains in specially designed cells — Atomic Skull, Bloodsport, Metallo, Parasite — until we meet LEX LUTHOR.

If you think Hannibal Lecter’s cell was tough, you ain’t seen nothing yet. Luthor’s cell is completely EMPTY, except for a bed (bolted to the MIDDLE of the floor, equidistant from the walls) and a toilet in one corner. There are security cameras at every corner.

Lex just sits on the bed, immobile, impassive.

We pull back to see that we’re watching Lex on a security monitor. There’s a whole ROOM of monitors devoted to Lex, with two guards stationed to observe him 24/7. One monitor shows a close-up. Lex’s expression changes in the slightest — an arched eyebrow.

“Oh, God,” says one guard. “Oh, God. Luthor’s thinking.”

Meanwhile, Superman soars high over the city. We watch a quick montage as he effortlessly saves lives, using his heat vision and/or super-breath at a distance to slow down cars moving too quickly, push pedestrians to safety, etc. It’s the easiest, most casual thing in the world to him. Most people will never even realize it was him.

A quick cut to SPACE, near Earth’s atmosphere. A gigantic spaceship in the shape of a robotic skull with trailing robotic tentacles parks itself in orbit and — as we watch — fades to invisibility. We drift INSIDE the ship. Welcome to the domain of BRAINIAC, malevolent alien robot intelligence. Inside, we see a gigantic screen, broken up into a multitude of ever-shifting windows. Inside the windows, we see (among other things) Superman flying around the city, the results of his good deeds, and — most troubling of all — Lex Luthor in his cell…

Back at the Daily Planet, Perry and Lois are arguing. Lois is none-too-happy about being stuck in Metropolis. She doesn’t want to cover the election — she wants to be where the action is. JIMMY OLSEN approaches her and tries to show her a photo he took that afternoon, but she blows him off.

In the course of the argument, we learn that — after 9/11 — Superman invaded Afghanistan to bring bin Laden and others to justice. The world applauded at first, but then — as time went by — a realization hit: Superman has always been identified as an American. And now he had just invaded a sovereign nation. Even though a special UN decree from years ago had given him special status, people were now nervous: Was Superman nothing more than an extension of American military power and imperial ambition? How much do we REALLY know about him and his motivations, anyway?

The UN revoked his special status and Superman hasn’t been seen out of the States since. In fact, he’s rarely seen outside of Metropolis, where crime has dropped to almost nothing and death-by-accident is infinitesimally small.

Clark returns to the Planet and tries to persuade Lois to look at Jimmy’s photo — it shows the mayor having lunch with a local union boss in an out-of-the-way dive. Lois blows it off — they’re just working on avoiding the upcoming sanitation strike, she knows. Jimmy’s crushed, but Clark tells him to keep digging.

That night, Superman meets Lois atop the Daily Planet building. We get the feeling that they do this pretty regularly.

She can tell something’s bothering him — something has been bothering him for a long time. Superman admits that he’s been plagued by a crisis of faith, of conscience, of confidence. The 9/11 attacks and his failure to save everyone shook him. “I failed on that day.”

“No one sees it that way,” she tells him, pleading with him to see reason. “You saved thousands of lives.”

“And DIDN’T save the forty people on that plane.”

“No one blames you. Even YOU can’t save everyone. How many people were you SUPPOSED to save that day?”

He glares at her. “At least forty more.” And flies off.

Superman has been having dreams lately — dreams of Krypton’s explosion. But these aren’t nice, sanitized special effects images from the space of the planet exploding. No. These are intimate images on the planet itself, as the ground split and buildings toppled and people screamed for a savior, ANY savior…

That night, he has the most intense dream yet. He walks through his father’s laboratory/workshop on Krypton, amazed. He stops in the middle of the lab, where the rocket that brought/will bring him to earth sits, almost completed. He stares at it, breaking off only at the sound of a door WHOOSHING OPEN.

Enter JOR-EL and LARA, Superman’s Kryptonian parents. Lara holds a baby in her arms…young KAL-EL.

Superman reaches out to them, but they PASS THROUGH HIM like ghosts. They speak in subtitled Kryptonese. Lara begs Jor-El to take more time, to finish the big rocket for all of them. Jor-El is having none of it — there’s not enough time. He can finish the smaller rocket in time to launch Lara and the baby to safety. Lara refuses to go — the rocket is too small for two. Her weight will throw off the computer’s calculations; it’s much safer for Kal-El to go alone. But she tells Jor-El that he’s given up too soon. He can still finish the larger rocket.

The planet Krypton itself puts the lie to Lara’s wishes — a quake shakes the lab. This is it — the final quake. Jor and Lara look at each other. They both know. There’s no more time. He has just enough time to finish the small rocket. “I’m sorry,” he tells Lara in Kryptonese and then turns and looks DIRECTLY AT SUPERMAN and speaks IN ENGLISH:

“Even I can’t save everyone.”

Superman wakes up in Clark Kent’s apartment. He doesn’t need to breathe, so he’s not gasping for breath, but he’s rattled and shaken.



Back at the Draper Island prison, a LAWYER meets with TERRA-MAN, who looks like just another loser in his prison jumpsuit. He finishes up with TERRA-MAN and tells the guard he needs to see his other client. The guard tells him, “You know the rules, counselor” and escorts the lawyer out of the meeting room and down to the most secure part of the facility — Lex Luthor’s cell.

Lex borrows a pen from his lawyer and comments on it. The lawyer off-handedly mentions that he got it from his last client, Terra-Man. Luthor grins and says, “I know.”

Oh, shit. The guards freak out.

Cut to: Superman flying out of the city, headed west. To Smallville.

Back to the prison. The guards have sounded the alarm and are trying to get into the cell, but they can’t — it’s somehow locked from the inside now. Lex explains that the pen was designed by him and given to Terra-Man before his imprisonment. It’s impregnated with nanoscopic circuitry that allows him some limited super-powers, such as…

BOOM! Lex gestures and his cell explodes outward, flinging the guards away. He rushes past his astonished lawyer and starts making his way out of the prison. As he passes Terra-Man’s cell, Terra-Man reminds Lex that Lex owes him. Lex realizes that his prison break will go better with a distraction and releases not just Terra-Man, but as many supervillains as he can.

Soon, though, both Lex and Terra-Man find themselves surrounded by VERY angry guards with VERY big guns. Before anyone can pull a trigger, a guard LEAPS at them, and then… Lex and Terra-Man and the guard all DISAPPEAR.

In Smallville, Clark apologizes for waking up his mother. But he can’t sleep. These dreams are driving him crazy. And the things he HEARS…

“I can hear people dying in Darfur. In India. In China and Myanmar. It kills me. But the idea of leaving here… Of letting someone I know, one of my…friends… One of them dying… That kills me so much faster. That hurts so much more.”

Ma says, “Even you can’t save—”

“I know. I know.”

She reminds him that he can’t protect his friends all the time — it’ll drive him mad. He tells her that he has something planned as far as THAT goes…

Just then, he hears something — a high-pitched ZEE-ZEE-ZEE! He leaves quickly and soars to Draper Island…

…where Jimmy and Lois are already on the scene. Jimmy is using his SIGNAL WATCH, which is making a sound only Superman can hear. Superman lands and scans the chaos quickly. In a brutally fast sequence, he takes down the escaping supervillains, turning them over to the guards, who are trying to get everything buttoned down.

There’s congratulations and applause all around for the Man of Steel, but he’s not happy. The headcount is a couple shy… Superman grimaces. Luthor has escaped.



We’re now inside Brainiac’s ship, in a non-descript room. Luthor, Terra-Man, and the hapless guard all appear at once. Terra-Man and the guard are both FREAKED OUT. Luthor, of course, is calm and cool, like he does this all the time.

The guard splutters something about the two of them being under arrest and raises his gun…

…and a powerful ENERGY BEAM from off-screen vaporizes him instantly. Terra-Man yelps and jumps back.  Lex doesn’t even flinch. He just brushes some of the guard’s ashes off his shoulder like dandruff.

And now… meet Brainiac.

Brainiac, a living computer intelligence from the planet Colu. As Lex and Terra-Man watch, the walls of the room warp and coalesce into a face like the hull of the ship. When he speaks, his mouth does not move — the sound echoes from every corner of the ship. Brainiac IS the ship.

He ushers Luthor and Terra-Man down a hall and into the control room. As they walk, Terra-Man babbles in fear. He’s heard of Brainiac — the only enemy ever to really, REALLY hurt Superman…

Luthor takes umbrage at this, of course. Terra-Man says, “Aren’t you afraid of him?”

Lex Luthor fears nothing and no one.

In the control room, wires, cables, and alien metal melt and merge, forming a roughly-humanoid shape. Brainiac doesn’t need this form, but he knows it’s easier for humans to talk to a figure, rather than an abstract presence.

Terra-Man is wowed by the technology — many centuries more advanced than anything on earth. Lex just takes it all in. Again — it’s like he sees this every day.

While Terra-Man quivers, Lex asks Brainiac what he’s up to THIS time. Brainiac says “Success. Conquest.” Luthor snorts and says he won’t help Brainiac conquer the earth.

But that’s not what Brainiac wants. In fact, Brainiac has changed his programming — he no longer cares about earth or about killing Superman. He wants something else. And since Superman stands in his way, he will give Luthor what HE needs to kill Superman.

First, though, he needs Superman distracted and lured somewhere specific.

Luthor considers the offer and agrees to help…especially after Brainiac shows him a special gift: a battlesuit. Imagine Iron Man’s armor in garish purple and green, with an enormous collar that comes up behind the head. Rather than a helmet, there’s a simple clear screen there so that we will still be able to see Lex’s smiling kisser when he’s wearing it. (Lex doubts the screen is strong enough, but Brainiac tells him that it’s made of super-hardened alien diamond.)

Lex doesn’t think the suit is enough to kill Superman. Brainiac reminds Lex that part one of the plan doesn’t involve killing. When part two comes… And here Brainiac opens a panel in the wall, and Lex grins from ear-to-ear as the room fills with a familiar GREEN GLOW…



At the Daily Planet, Lois and Perry are having one of their usual to-dos. Perry wants news about the Luthor prison break NOW and Lois is frustrated — she has nothing new because NO ONE has anything new. Superman hasn’t made a statement and no one knows where Luthor is.

Meanwhile, Jimmy shows Clark more pics from his stalking of the mayor. Clark thinks there’s something here and promises Jimmy he’ll look into it.

Not realizing that Brainiac is watching him, Superman goes out flying, scanning the city and the surrounding area, looking for Luthor. Nothing.

Once Superman returns to the Planet, Brainiac teleports Luthor and Terra-Man…

…to Luthor’s HIDDEN LAIR, deep beneath a mountain on the outskirts of Metropolis.

Amazingly enough, the lair has a room designed to look EXACTLY like Luthor’s prison cell. Turns out it helps him think. “If Superman knew how much being locked up helped my thought process, he’d never put me in prison again.”

Terra-Man is amazed at the lair: the technology, everything. No one else has ever seen the inside of the fabled Luthor’s Lair, though it’s been whispered of in supervillain gossip for years.

The two villains talk a little bit. Luthor doesn’t completely trust Brainiac — he doesn’t trust ANYONE who isn’t human, especially You-Know-Who — but he’s worked with Brainiac before and he usually sees the double-cross coming, so it’s not a big deal, as long as he gets something out of it.

Speaking of the double-cross… Lex shows Terra-Man into his replica prison cell…and then locks him in! Terra-Man freaks out. “I’m your partner! Brainiac wants me to help you!”

“I don’t work with partners. Especially Saturday matinee rejects from the 1950s. You’re worse than last century — you’re from TWO centuries ago, you joke.”

As he walks off, Terra-Man screams for mercy — he’ll DIE if Luthor just leaves him in here!

Lex shrugs. Shit happens.



Back at the Planet, Clark walks into chaos. Perry and Lois and Jimmy are going round and round, yelling and gesturing and just generally making the already crazy newsroom even worse. Despite his best intentions, Clark ends up getting caught up in it, too.

Just as things reach a fever pitch, the Daily Planet once again exploits its insurance fees — an outer wall EXPLODES, showering everyone with debris. (No one notices Clark’s judicious and surreptitious use of heat vision and super-breath to deflect the dangerous stuff.)

It’s Lex, of course, hovering in the air outside the building in his swanky battlesuit.

“Lane! Kent! Olsen! Spread the word, losers — you’re all dead in six hours if Superman doesn’t show his face and let me pound him back to Krypton.”

This is it — Superman’s worst nightmare come true. His friends — his dearest friends — directly threatened.

Clark runs from the room. Luthor laughs and Lois makes a derisive comment about his cowardice.

Luthor reminds them of the terms and then vanishes, just as Superman (conveniently) appears on the scene, pissed that he just missed Lex.

Superman thinks for a few seconds, then tells Lois and Jimmy to get ready to leave. Why, they ask. Because, he admits, he can’t risk that he might lose to Luthor and leave them in danger. He has to take them somewhere safe…



And so, welcome to the Fortress of Solitude. Since Luthor has invaded it before, Superman has covered it with snow and ice to disguise the distinctive Kryptonian architecture. It now looks like a massive snowy mesa. This is the safest place for Lois and Jimmy to wait out Luthor’s threat.

Of course, what Superman doesn’t know is that Brainiac tracked him all the way to the Fortress. This is what Brainiac wanted all along — the location of the Fortress. He congratulates Luthor on doing his job well, then gives him a bunch of kryptonite to finish the job. Luthor asks Brainiac what Brainiac wants from the Fortress. Brainiac answers by teleporting Luthor back to Metropolis and laying in a course for the Arctic.

Inside the Fortress, Superman gives Lois and Jimmy a quick tour so that they can get settled in. The inside of the Fortress has been divvied up into chambers, each one labeled with a sign, each item in each room labeled. Within, there are gadgets and items from around the universe. Weapons Superman has confiscated from super-villains. Mementos of past cases. It’s sort of weird, actually, slightly off-putting. Lois and Jimmy can’t quite put their fingers on why…yet…

One room is a functioning robotics lab, where a disassembled robot of Superman lies in pieces on a table. Another room is labeled “HALL OF WEAPONS.” (Superman cautions them to stay away from that.) There are comfortable bedrooms, too.

Lois and Jimmy keep giving each other glances. This is…strange, to say the least.

Jimmy wanders off into a small, quiet, dark room. There’s a pedestal at the center, with a large, clear bell jar on it. Inside the jar is what appears to be a model of a Kryptonian city. Jimmy edges in for a closer look and brings up his camera to snap a picture.

Just before he can do so, Superman arrives and grabs the camera away. Jimmy almost “blinded them” with his flash.

Blinded who?

Jimmy leans in — carefully — to look and can’t believe what he’s seeing: This isn’t a MODEL of a Kryptonian city. It IS a Kryptonian city! A miniaturized Kryptonian city, with teeny, tiny Kryptonians living their teeny, tiny Kryptonian lives. A hundred thousand of them.

Superman explains that this is the work of Brainiac, who travels the universe “collecting” species by shrinking down whole cities, bottling them, and taking them aboard his ship. Before Krypton exploded, Brainiac visited that planet and took this city — Kandor. Superman liberated it when he first fought Brainiac, but he lacks the technology to enlarge the city and its inhabitants. It is, he says, another failure.

Meanwhile, in Brainiac’s ship, a hologram of Kandor floats in the air, data streaming around it… This has been Brainiac’s target all along…

And at the same time, in his Lair, Luthor ignores Terra-Man’s cries for mercy, absorbed in the work of carving slivers of kryptonite…



Superman’s “tour” is interrupted when he hears something — Luthor is attacking Metropolis, causing havoc. The city’s in turmoil.

He tells Lois and Jimmy that they’ll be safe in the Fortress, then soars away at super-speed.

As soon as he leaves, Brainiac’s ship wavers into visibility, hovering nearby. A small puff of smoke from one side — a tiny rocket shoots out…

…transforming as it flies towards the Fortress…

…becoming a robotic spider-y creature.

It lands near the Fortress and then scuttles inside.

In Metropolis, Luthor is having a blast, tearing the place up. The battlesuit is FUN!

Then his screen readout shows something incoming. Fast. Faster than a speeding bullet, you might say.

And wham! Superman flies right into him, plowing the two of them down a boulevard.

Back at the Fortress, Lois wanders, concerned, distracted. In the robotics lab, she pauses, takes a pair of sunglasses out of her purse. She pops out the lenses and puts the frames on the head of the robot. Hmm…

Jimmy pokes his head in and mentions that, hey, isn’t it sort of weird that everything here is LABELED? Why would Superman need to label his own stuff?

Lois and Jimmy keep talking, intercut with scenes of:

Superman and Luthor trading blows in Metropolis — this is a Matrix fight and a Godzilla invasion rolled into one

  1. Brainiac on the ship, monitoring the progress of his spider drone, which is…
  2. …scuttling through the Fortress
  3. Lois and Jimmy realize something — the signs aren’t for Superman. They’re for THEM. Superman is so terrified of not being able to protect his friends that he’s modified the Fortress as a BUNKER for them, with the dangerous stuff all labeled for their own protection.

This pisses Lois off. He’s gotten out of hand now. He can’t be so obsessed! He needs to worry about the WORLD, not just his friends. She insists that Jimmy summon Superman back with the signal watch, but just then…

Brainiac’s probe spots them.

And they spot it, too…

Meanwhile, in Metropolis, Luthor is LOVING LIFE. He’s going toe-to-toe with Superman. This is the life.

For a moment, Superman gets the upper hand, but then Lex spins around and holds up his hand and WHAM! — a dozen flechette darts shoot out. Bullet time: microscopic vision, telescopic vision, super speed. Each dart is a glowing green dart of kryptonite. Superman twists, turns, dodges. Super breath, heat vision at the same time. He’s a blur as he dodges, knocks them away, burns them…but one SKIMS HIM and slows him down as another goes RIGHT INTO HIS SHOULDER.

Back at the Fortress, Lois and Jimmy are RUNNING LIKE HELL as the Brainiac probe chases them, leaving behind little droppings…of…smaller spiders…

Smaller spiders that surge into the robotics lab and onto the Superman robot there…

Brainiac monitors it all from the ship. Kandor is within his reach, once he kills these annoying humans. Kandor is what he’s wanted all along — thousands upon thousands of Kryptonians, all of them powerless because they live in a Kryptonian environment.

But Brainiac has the technology to brainwash them.

And then RELEASE them from that environment.

It can’t be that difficult to conquer the universe when you have a hundred thousand slaves, each and every one of them as powerful as Superman…



In Metropolis, Superman is now getting his ass kicked. Luthor has him down on the ground, choking him. Superman tries to turn just enough to SEE the kryptonite dart in his shoulder… He’s weakened, but it’s only a small amount of kryptonite — he might be able to vaporize it with his heat vision…

At the Fortress robotics lab, the spiders are assembling the Superman robot.

Lois and Jimmy run like hell as the main drone chases them. “Now, Jimmy!” she yells. And Jimmy hits the button on his signal watch. ZEE-ZEE-ZEE-ZEE!

In Metropolis, Luthor’s armor catches the signal and gives him a readout: SIGNAL DETECTED. Lex laughs.

Superman’s telescopic vision kicks in, but it’s wavering and weak from the kryptonite: He sees Lois and Jimmy in the Fortress as the drone catches up to them and the Superman robot — now under Brainiac’s control — begins to make its way towards them. No! He can’t let it happen. He can’t fail AGAIN…

“Want to go save your friends?” Luthor taunts. “I’ll let you go…but I’ll kill a hundred people a minute while you’re gone.”

Superman grits his teeth. He finally finds the dart with his heat vision and it goes up in a puff of greenish smoke that quickly dissipates.

“Lex,” he asks, “how much experience have you had fighting with no gravity?”

He clutches Luthor in a bear hug and WHAM! They blaze straight up out of the atmosphere, where they fight in the UTTER SILENCE OF SPACE. Only now Superman has the advantage, having done this before.

Back at the Fortress, Lois and Jimmy are FREAKING OUT. The drone is clawing at them and the Superman robot is marching down the hall. “He always comes!” Jimmy screams, in shock that they’ve been abandoned.

Lois twists away from the drone and looks up. An idea. She runs off, leaving Jimmy to the drone. The Superman robot notices her…and follows.

In space, Lex is battered by a never-ending succession of super-strong, super-fast blows. His screen readout warns him that the system is nearing its maximum tolerance and—

Oops! Is that a CRACK beginning to form in the super-hardened, alien diamond faceshield?

Superman grabs Lex and hurls him at the Earth. BOOM! There’s a rush of sound and heat as Lex re-enters the atmosphere, pinwheeling his arms, totally out of control. Superman is right beside him.

BAM! Lex hits the ground at terminal velocity. Superman doesn’t even slow down — he swoops low, grabs Lex, and throws him into a mountain.

“This feels good, Lex! After all these years, it’s good to finally just beat the CRAP out of you for once!”

At the Fortress, Lois trips and sprawls through a doorway, sliding on the smooth floor until she slams into a pedestal of some sort. The Superman robot looms large in the doorway.

Lois grins.

CUT TO: Superman, pummeling the holy hell out of Lex. He’s focusing on that faceshield…

BAM! And the crack widens.

BAM! It widens some more…





The faceshield shatters at last.

In the Fortress, the Superman robot suddenly EXPLODES as a powerful energy beam rips through it. Lois comes running out of the Hall of Weapons, toting the biggest, most alien looking bazooka-thing you’ve ever seen…

On Brainiac’s ship, he begins to think that maybe his calculations were off… He sends new commands to the spider-drone…

…which releases a bruised and bloody Jimmy Olsen and begins to scuttle away towards the room where Kandor is located. Jimmy, always game, starts snapping pictures of it.

“Get down!” Lois yells and blows past him with her cannon, firing at the drone. Jimmy keeps taking pictures.

CUT TO: Superman reaches into Lex’s battlesuit, gets a good grip…

…and rips the thing in half from the inside.

Lex collapses to the ground. He starts to sneer, but he doesn’t get the chance to finish — Superman flicks him with his little finger and knocks him out cold, then launches himself into the air and makes the mother of all sonic booms heading to the Arctic.

Brainiac is panicking. Superman is on his screen now. He begins to make preparations—

Too late! Superman EXPLODES onto the scene, grabbing one of the ship’s tentacles, spinning it around, and HURLING it into space, where it soars towards the sun.

No time to make sure Brainiac is taken care of. Superman crashes through a wall into the Fortress…

…only to find Lois and Jimmy standing, triumphant, over the burning, smoking husks of the spider-drone and the Superman robot. They look like hell, but they’re alive.

“What took you so long?” Jimmy asks.

Superman sighs in relief.



Lex Luthor awakens…only to find that he’s securely bound with pieces of his own ruined battlesuit. Superman stands over him.

“Well,” Lex says, “I assume since you haven’t melted me into oblivion with your heat vision that everyone is still alive, that you’ve saved the day yet again.”

Superman grins. It’s the first honest, happy grin we’ve seen from him yet. “You say that like it’s a BAD thing, Lex.”

He picks Lex up and hauls him off to prison.

Then…to Perry White’s office, a day later. Lois Lane throws a copy of the Daily Planet down on Perry’s desk. She’s pissed! Her story…on page THREE?

Perry looks at the paper — the massive headline is:


The byline? Clark Kent. With photos by J. Olsen, of course.

In the corner is a tiny box that reads: Assault on Superman’s Fortress, by Lois Lane (pg. 3).

Perry tells her he had no choice. Lois got a big story, yeah, but it was OBVIOUS. NO one could have missed it. Clark got the story NO ONE could have gotten. The tough story, the hidden story, not the flashy one. That guy… Clark’s weird, but he’s got VISION, Lois.

Lois marches past Clark’s cubicle and glares at him.  “How did you do that when you ran out of here like a coward when Luthor threatened all of us?”

Clark shrugs.  Seems he went into hiding, he was so scared. And worked on his story since he didn’t have anything else to do. It took his mind off the fact that he would probably die soon.

Lois throws her hands up in the air and goes to the elevator. Clark smiles.

And we cut to a MONTAGE:

Superman is EVERYWHERE. All around the world. Darfur. Tibet. Afghanistan. Egypt. Iraq. Israel. Everywhere he goes, there are crowds, THRONGS, MOBS, cheering for him.

And he lands on the roof of the Daily Planet at the end of a long day. Lois and Jimmy are waiting for him. It’s been a few days, Jimmy says, almost sulking.

Superman apologizes. He’s been…busy.

No kidding. The UN is even talking about reinstating his special status. Obviously, the world loves him. More, the world NEEDS him.

What about being everywhere at once? Lois wants to know.

Superman smiles. Says nothing. He takes off as Jimmy snaps pictures.

“Welcome back, big guy!” Jimmy shouts.

And we follow Superman into the air…

…over the city…

…to Draper Island Superhuman Detention Facility, where he goes immediately to Lex Luthor’s rebuilt cell.

“Here to have a laugh?” Luthor wants to know.

“Just making sure your cell’s been rebuilt to my specifications.”

Luthor chuckles. They both know that no prison cell can hold Lex Luthor for long.

Lex taunts him: “You won this time. Like all the times before. But the difference between us is this: I only need to win ONE TIME. I only need one mistake or one bit of luck or one perfect plan. Because let me tell you something. Even YOU can’t be everywhere at once. Even YOU can’t save everyone.”

Superman nods. He’s not bothered in the least.

“That’s OK, Lex. Not everyone NEEDS to be saved.”

We pull back and out through the prison walls and ceiling. Up into the sky. Superman rises up from the prison grounds to join us, and we pull back further, into the night itself, as Superman — a relaxed, joyous smile on his face — turns to us…

….and WINKS…




Brainiac’s ship wheels through space, whipping past Mercury. The tentacles flail about, then suddenly extend, rigid, firing retrothrusters.

Inside the ship, Brainiac stands at his control screen. Images fly by, calculating the distance to the sun, the exterior heat of the ship, etc.

We see another portion of the screen — a warp is plotted.

Suddenly, Terra-Man materializes in the control room. What the hell—?

“Lex Luthor failed me,” says Brainiac. “But you will not. Especially with the new allies we will have.”

Terra-Man squints at Brainiac’s screen. Text and numbers scroll by so quickly we can barely read them, but he manages to catch SOMETHING.

Back to the warp plotted on the screen. The calculations are finished.

Outside the ship — as Mercury fades in the background, the ship swivels, engines fire, and BANG — Brainiac warps away.

Inside, Terra-Man looks over at Brainiac. “What… What’s ‘the Phantom Zone?’”



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