hall. They are surrounded by other students heading to class. They notice several COUPLES NECKING here and there. CHLOE (off couple) Yikes! Get a room! CLARK What? You have a problem with public displays of affection? CHLOE No. Just with public displays of tongues locked together. Yuck! CLARK Ahh. CHLOE You’re the one with the PDA problem, anyway. CLARK What do you mean? For answer, the puts her arm through his and DRAWS CLOSE. Clark pulls away. CHLOE See? CLARK Well that’s different. We’re not a couple. People’d get the wrong idea. CHLOE Oh, yeah, right. Can’t let that happen. She pulls away and sulks a bit. There’s an AWKWARD SILENCE until ... ANGLE ON two TEACHERS ducking into a classroom.

2. CHLOE (CONT’D) (stage whisper) Clark! Look! CLARK What? CHLOE It’s Mrs. Scarola and Mr. Wolke! Look at them, ducking into his classroom for a little happy detention! I KNEW it! CLARK Happy detention? CHLOE Yeah. They’re seeing each other. They’re doin’ the business, Clark! CLARK What? In Mr. Wolke’s chemistry room? CHLOE “Chemistry” is right. They’re going for extry credit in a testosteronestrogen study. CLARK Oh c’mon Chloe. They’re probably just ... helping each other grade papers or something. CHLOE Don’t be so naive, Clark. Man, if I could see through walls, I’d have a gossip piece for the paper worthy of the National Enquirer! CLARK There’s something to aspire to. CHLOE Well, a girl’s got to make her mark somehow. As they pass by the chemistry room, Clark can’t resist and quickly LOOKS THROUGH the wall to see the two teachers in what appears to be a PASSIONATE EMBRACE.

3. He SMILES, then turns to Chloe with an ODD EXPRESSION on his face. It’s a smile, it’s a look of admiration for her deductive skills, it’s a cat-ate-the-canary look with a bit of prurient titillation mixed in. It could be read as a look of interest. CHLOE (CONT’D) (off his look) What? CLARK Nothing. CHLOE What?! What is that look? CLARK Nothing. I just, I’ve got something in my eye ... As he rubs his eye, we go CLOSE ON Chloe, who looks like she’s been struck in the heart by Cupid’s arrow and CUT TO: INT-LUTHORCORP HQ METROPOLIS-DAY We are in a large warehouse-like room filled with a variety of objects: an old car, barbells, shooting-range targets, etc. LIONEL is with HAROLD, who holds a high-tech-looking remote control device. HAROLD Are you ready, Mr. Luthor? LIONEL I was ready half an hour ago Harold. Let’s see your creation. Harold does some things with his remote and a door whooshes open. A BEAUTIFUL BUXOM BLONDE wearing TIGHT ATHLETIC CLOTHING walks out. It is quickly obvious she’s a ROBOT of some sort -- esp. in her EYES, which are a green metallic color in the iris. Lionel reacts to her appearance. LIONEL (CONT’D) My god, Harold. That’s a bit overthe-top, don’t you think?

4. HAROLD Hey, a guy’s got to have a little fun, doesn’t he? But don’t let the looks deceive you: She’s a terror. LIONEL The only thing she looks like she could terrorize is my Neiman Marcus account. HAROLD Well, hold on Mr. Luthor. Watch this ... He works his remote and the ROBOT walks over to the car. She pulls off a fender. LIONEL Marvelous. We can get her a job in a wrecking yard. HAROLD Hold on ... He hits another button and the Robot picks up the car and holds it above her head. LIONEL Now that is impressive, and here I am, needing a new maid up at the house. HAROLD You’re a tough crowd Mr. Luthor. But watch this: He hits more buttons and the Robot goes into high gear: throwing the car 100 feet, picking up a gun and leveling several targets, twirling barbells above her head, walking through a flame thrower emission, etc. The demonstration concludes with the Robot walking briskly INTO A WALL and falling down motionless. Lionel APPLAUDS. LIONEL Excellent Harold, truly excellent. HAROLD Of course, there are still some bugs to be worked out ...

5. LIONEL Of course, of course. But my god, the army will go nuts for these things! But they’ve got to have voice control, and they’ve got to come in under a million or so a piece. HAROLD Uh, yeah. LIONEL You don’t seem so sure now, Harold. What is it? The price or the voice control? HAROLD Well, voice control, we’re probably only a few weeks away, but the price ... LIONEL How much? HAROLD Well, as you know, Daphne here cost about $3.5 Billion to develop. LIONEL I thought it was three-point-two Harold? HAROLD Well, you know how R&D goes. LIONEL Yes, indeed. But bottom-line me here, Harold. I have a lunch engagement. HAROLD Eight to 10 ... A piece. LIONEL $10 million for a woman who does exactly what you tell her and can overthrow small countries? Sounds like a bargain to me. I’m sure the price will come down as the quantity goes up.

6. He begins to LEAVE LIONEL (CONT’D) Keep up the good work, Harold. Get that voice control in place and let’s arrange a field test. Something that will really challenge our bionic beauty. (thinks a moment) I may actually have just the thing ... CUT TO: INT-TALON-AFTERNOON LANA is behind the counter doing her thing when Chloe ENTERS LANA Hi Chloe! Double mocha latte with soy? CHLOE Uh, yeah, sure. Sounds good. They talk as Lana prepares the drink LANA So how’s things at the paper? CHLOE Good. Really good. Hey Lana, can I talk to you for a moment? LANA Sure. What’s up? CHLOE In private? LANA OK ... CUT TO: INT-TALON OFFICE-MOMENTS LATER Lana sits on the corner of a desk while Chloe paces nervously.

7. LANA Wow, I had no idea you felt that way about Clark, Chloe. Wow. CHLOE Really? So it’s not that obvious? LANA No, not really. So, can I ask: Have you shared this with Clark? CHLOE I’ve practically jumped in his lap and smothered him with kisses. He’s oblivious, he’s just obsessed with ... well, but, he gave me this really funny look today. LANA A funny look? CHLOE Yeah. Like ... Like he’d just seen me for the first time. I know it’s silly, it was probably ... Something in his eye or something ... LANA It could be something Chloe, but I have to tell you, when it comes to funny looks, Clark’s sort of the king. CHLOE I know, I know. And it may be nothing, but I need to know one way or the other. And I was just wondering if you could, if you could ... LANA Talk to him? See how he really feels? Help him see you as something other than a crusading journalist buddy? CHLOE Yeah. Something like that. But subtle, of course.

8. LANA Happy to do it, Chloe. I think. CHLOE You think? LANA Well, you know Clark as well as I do, and you know how um, how ... CHLOE Stubborn? Brilliantly clueless? LANA ...he can be. Right. CHLOE I do. How can a girl not be attracted to that, Lana? He’s like the perfect guy, yet with this mysterious ... something inside him. He’s like one of those comic book heroes -- the super good guy with the tragic flaw, the dark secret. LANA Although I think Clark’s dark secret is more along the lines of he took one extra cookie from the jar when he was 10 or something. CHLOE (laughing) Yeah! Or he accidentally stepped on a spider! LANA And he’s carried that guilt for years! They have a good LAUGH as we CUT TO: EXT-KENT FARM-AFTERNOON Jonathan is working on a FENCE when Clark arrives home from school.

9. JONATHAN Hi son! You’re just in time to help me dig some post holes! CLARK Sure dad. MATCH CUT TO: EXT-KENT FARM-LATER Clark and Jonathan are working on the fence. CLARK Dad, what do you know about journalistic ethics? JONATHAN Well, I don’t know, son. I suppose they’re not too different from everyday ethics. You take your training and experience and moral guideposts and hold them up against situations as they come along. Then, you try to make the right decision. CLARK Yeah, only if you make the wrong decision you get sued for libel! JONATHAN Well, I suppose. What’s on your mind? CLARK I can see through walls. JONATHAN Ahhh. I see. And I bet they don’t cover that in the section on ethics in journalism class. CLARK No, they don’t. JONATHAN Well, let me ask you this: Is it right to tap someone’s phone for a story?

10. CLARK No, of course not. JONATHAN How about illegally videotape someone in their home or private office? CLARK No. JONATHAN Those devices are tools used to extend the range or capabilities of the average human. CLARK And I’m not the average human. JONATHAN No, you’re not, son. You know more about First Amendment rights than I do, but my understanding is that we have a right to privacy in most cases. Your gifts give you an edge the framers of the constitution never anticipated. CLARK Sounds like it’s up to me to police myself. Again. JONATHAN Son, you have to. He puts his ARM around Clark. JONATHAN (CONT’D) Your mother and I have worked hard to instill in you the best set of morals we know. But because of your gifts, you have to take those and create your own moral code. I don’t envy you, Clark. But I’m also certain you’ll do what’s right in a given situation. CLARK Thanks dad. I’ll do my best.

11. They WORK for a moment. JONATHAN So ... What color underwear was she wearing? CLARK Dad! He WHACKS Jonathan with his gloves as we CUT TO: INT-LUTHORCORP HQ METROPOLIS-NIGHT Lionel is with Harold and KURT. The Robot, Daphne, is also there. She’s wearing next-to-nothing. LIONEL So, she’s ready Harold? HAROLD Yes, Mr. Luthor. Ask her yourself. LIONEL Daphne, are you ready? DAPHNE Yes, Mr. Luthor! You are my lord and master! LIONEL Ooh, nice touch, Harold! I’ll take two! HAROLD Thank you, Mr. Luthor. LIONEL OK. Let Daphne here do all the dirty work. I don’t want either of you within 5 miles of her or the job site, is that understood? HAROLD Command range is between 10 and 15 miles, so it shouldn’t be a problem.

12. KURT Sir, I have to ask you once more ... LIONEL No Kurt, you cannot take any of your men. This is a field test with no backup. Lex can smell one of your guys a mile away Kurt, but he’ll never be able to connect Daphne to me. At least not that he’ll be able to prove. KURT Yes Mr. Luthor. LIONEL And for god’s sakes Harold, put some clothes on her! HAROLD Yes, Mr. Luthor. CUT TO: INT-SMALLVILLE HIGH SCHOOL-AFTERNOON Chloe and PETE are in the Torch office looking at a TOPO MAP when Kent ENTERS. KENT Hi guys. What’s up? PETE Big story, Clark. CHLOE There are some farmers north of Smallville saying their water supply’s being poisoned. KENT Really? Where? ANGLE ON MAP We see CHLOE’s FINGER pointing.

13. CHLOE About 17 miles north of Smallville. The Greer Farm. KENT The Greers! I know them. They raise sheep primarily. PETE Yeah, well, some of their sheep aren’t feeling so well. In fact, they’re dying. KENT So where can it be coming from? CHLOE Guess. KENT The Luthercorp plant isn’t the only industrial facility upstream of here, Chloe. CHLOE True. But it’s the only one run by known environmental criminals. (off Kent’s look) Not Lex, Kent. His father. PETE Yeah Kent. Remember the Germanville Reservoir incident? Man, all those fish! CLARK That was never proven to be Luthercorp! CHLOE Whatever. But listen Kent, we’ll stay on this story, but I suggest you get home and ... CLARK The farm! OK, I’ll call you later. He DASHES out the door.

14. CHLOE (off the closing door, sarcastically) See ya later! Glad we had this time together. CUT TO: EXT-KENT FARM-AFTERNOON Clark approaches at SUPER SPEED and comes to a halt in front of the house, where MARTHA stands on the porch. MARTHA Hi Clark! What’s the rush? CLARK Where’s dad? MARTHA He’s up in the north meadow. He said something about frogs and took off. About an hour ago. CLARK Thanks mom! He rushes off at SUPER SPEED ANGLE ON MARTHA’S CONFUSED LOOK AS WE CUT TO: EXT-KENT FARM MEADOW-MOMENTS LATER Jonathan is kneeling beside a creek, examining something, as Clark approaches at SUPER SPEED and comes to a halt in front of him. CLARK Dad! JONATHAN Oh, hi son. CLARK Dad, there’s a problem with the water ... JONATHAN I know. Look at this.

15. CLOSE ON JONATHAN’S HAND In his hand is a tiny FROG, which appears lifeless. CLARK Um, OK. Dead frog. I was worried about the cattle. JONATHAN Clark, frogs are what are called an indicator species. If something’s wrong with the environment, these little guys are the first to know. And the first to die. CLARK So, it other words, it’s just a matter of time before ... He stops short when he notices Jonathan look intently in the distance, then JOG to the top of a rise. Clark FOLLOWS. SFX: COW LOWING We see from Clark and Jonathan’s POV a cow give a plaintive wail, then topple over. The two exchange worried looks. We pull back to a WIDER ANGLE to see more cows dropping. CLARK (CONT’D) Smallville, we have a problem. FADE TO: END OF ACT ONE

16. ACT TWO EXT-KENT FARM-LATER It’s a busy scene, with POLICE, EPA INVESTIGATORS et al standing about, inspecting the cows, etc. Chloe and Pete are there, too. They and Clark are listening to an EPA guy talk to Jonathan. EPA INVESTIGATOR Well Mr. Kent, we’ll know more when we get these water samples to our main lab in Washington, but our field tests are inconclusive. JONATHAN What does that mean? You guys don’t know what’s killing my livestock? EPA INVESTIGATOR No, we don’t. This chemical that’s turning up as the toxin in both the cows and the water is, well, it’s not something we’ve seen before. JONATHAN Well, leave it to Luthercorp to come up with a pollutant that no one knows about. CLARK Dad, we don’t know that’s where it’s coming from. JONATHAN Don’t we? Chloe pulls Clark aside. CHLOE Clark, forget about these government guys. Let’s take it to Mad Scientist. Clark nods an OK.

17. JONATHAN Listen, I appreciate the fact that you’re up against something you haven’t seen before, but can’t you get a search warrant to look up at the Luthercorp plant? EPA INVESTIGATOR We could, if we think it’s justified. But it could take a few days, and Luthorcorp lawyers could slow it even more. JONATHAN In a few days, all my cattle will be dead. PETE You should check the Smallcorp plant as well. They’ve been known to kill a fish or two in their day. JONATHAN Thanks Pete. But I think we know where this is coming from. CUT TO: INT-MAD SCIENTIST’S LAIR-NIGHT MAD is peering into a microscope when Clark, Chloe and Pete enter. MAD Well, if it isn’t the dynamic trio, out to spread truth and justice throughout Smallville. CHLOE Glad to see you haven’t lost your sense of light-hearted cheer, Mad. MAD It’s hard to be cheerful when a powerful and unknown POP is threatening our water supply. PETE Man, how’d you know about that already?

18. MAD It’s my job to know about that, young man. And here you thought I was just a nutbag wrapped up in my own esoteric research. CLARK Listen Mad, we don’t have a lot of time. What’s a POP? MAD A persistent organic pollutant. It’s what we call a toxin that just doesn’t go away. An animal can’t exrete it, and it gets stored in the fat. It also spreads very easily and doesn’t break down. CHLOE Sounds like you know a lot about this stuff already, Mad. What is it? MAD I don’t know yet. It shares many characteristics of some known POPs, like chlordane, DDT or hexachlorobenzene, but ... CHLOE But what? MAD It’s different. It’s got a different structure that I just haven’t ever seen before. PETE Let me guess: green rock structure? MAD No, it’s not that. I’m stumped. CLARK Is there some way we can help? MAD Yes. Break into the Luthorcorp and Smallcorp plants, steal all their files and bring them back here. (MORE)

19. MAD (CONT'D) Then we’ll match the chemical structure of whatever nasty stuff they have up there with this sample here. CHLOE I think Clark was thinking more along the lines of “can we bring you some coffee and sandwiches” or something. The exchange LOOKS as we CUT TO: INT-SMALLVILLE HIGH SCHOOL-NIGHT Clark, Chloe and Pete are in the newspaper office. Chloe is at the computer. CHLOE Well, I’ve cross-checked this list of compounds Mad gave us with the entire database of stuff these two companies have reported they use to the EPA. PETE And ... CHLOE Nothing. But I think there’s one more search I can try ... PETE I’m sorry guys, but I’m beat. Do you think you could carry on without me? CLARK Sure, go ahead Pete. Pete LEAVES. CLARK Listen Chloe, I take off too. I much use to you shoulder. (CONT’D) think I’m going to don’t think I’m looking over your

20. CHLOE You’d be surprised. (off his blank look) Clark, have you ever ... CLARK Ever what? CHLOE Have you ever wondered what your life would be like if you, if you got over Lana? CLARK What do you mean? I’m over her. We’re friends. I mean, she’s with Whitney. CHLOE Yes, Clark. She’s with Whitney. She will always be with Whitney. CLARK I’m not sure what you’re getting at. CHLOE Look Clark, you’re smart, you’re cute, you’re decent and honest and cool and wonderful and (she’s blushing magnificently) Just about anything any normal girl would want in a boyfriend. And you spend all your time mooning over the one girl you can’t have. CLARK I don’t moon, Chloe. I have to go. Thanks for your help with all this. Clark LEAVES. Chloe talks to herself while peering into the computer and typing. CHLOE Fine. You don’t moon. Oh, no, not Clark Kent. He would never moon over Lana Lang. Why would he do that when he has the lovely Chloe he could be dating? (MORE)

21. CHLOE (CONT'D) (she starts to cry) Just stupid, dumb Chloe, waiting around making stupid doe eyes at you, hoping some day, some way, some how you might notice that I sort of maybe kind of exist. Wait a second ... What’s this?! CUT TO: INT-LUTHOR MANSION-NIGHT LEX has just finished his WORKOUT. In sweats and with a towel around his neck, he greets a Luthorcorp underling. LEX Ah, Daniel. Thanks for coming out so late. DANIEL No problem Mr. Luthor. What can I do for you? LEX No doubt you know about the contaminated water that’s shown up on several Smallville farms. DANIEL Yep. Saw it on the news. LEX Then you probably also know that the Luthorcorp Smallville plant is suspected as the source. DANIEL Yep. They’ll never prove it Mr. Luthor. LEX (annoyed) No, Daniel, they won’t because there’s nothing TO prove. Those toxins aren’t coming from our plant. DANIEL Sure, Mr. Luthor.

22. LEX And I’d like you to take some men and try to find out where this stuff is coming from. If it’s not from our plant, then from where? DANIEL Sure, Mr. Luthor. I’ll get right on it. Anything else? Daniel’s attitude is so cavalier that Lex is more annoyed. LEX Daniel, this is important. Do you understand that our plant could be closed down if it’s found to be polluting the local water supply? DANIEL Yes, Mr. Luthor. We’ll get to the bottom of it. LEX See that you do, and quickly. Goodnight, Daniel. As Daniel leaves he passes Clark on the way in. LEX (CONT’D) (checking his watch) Clark! Wow, it’s way past your bedtime, isn’t it? CLARK I think you know what’s keeping me up, Lex. LEX I do. That man you just passed is one of our top investigators. He’s looking into it. CLARK (flatly) Great. LEX It’s not us, Clark.

23. CLARK Try telling my dad that. LEX Clark, your dad thinks Luthorcorp is responsible for everything, from poor crop yields to the situation in the Middle East. CLARK I know. But this, this doesn’t look good, Lex. Are you sure it’s not the Luthorcorp plant? LEX I am, Clark. I’ve already had samples of the contaminated water analyzed by our guys at the plant. They don’t even know what it is, Clark, and it’s certainly not anything we use up there. CLARK Nobody seems to know what it is. A BUTLER enters. BUTLER Mr. Luthor? Excuse me, but your father wishes to converse with you in the videoconference room. LEX Excuse me a moment, Clark. He EXITS. Clark is left alone in the office. He sits and LOOKS AROUND as we CUT TO: INT-VIDEOCONFERENCE ROOM-MOMENTS LATER Lex enters and sees Lionel up on the screen. It’s a very hightech set-up, and it almost looks as if Lionel is there. LEX Hello father. A touch of insomnia tonight?

24. LIONEL Hello Lex. No, as you’ll no doubt discover some day, when you’re really running the show, sleep is a luxury you can afford little of. LEX What can I do for you dad? LIONEL I understand you’re having a little bit of trouble up there in Smallville. Toxic water, dead cows. Could be a real public relations nightmare for you. For us. LEX Don’t worry dad. A, it’s not us and B, I’ve got Daniel on it. LIONEL Ah, Daniel. Very good. I’m sure he’ll get to the bottom of it. But Lex ... LEX What, dad? LIONEL I hope you realize it matters little that it’s not coming from the Smallville plant. We’ll be blamed for it regardless, even if and when you’ve cleared our good name. LEX Problem is, dad, our name isn’t that good, thanks to some questionable practices put in place by the pater familia. LIONEL And I suppose you’ll do it all that much kinder and gentler, eh, Lex? LEX Let’s just say my management style is a little different from yours. (MORE)

25. LEX (CONT'D) Some day, I hope the name Luthorcorp is synonymous not with corporate treachery, but with good corporate citizenship. LIONEL I’m touched, Lex. Oh, I think I might weep... He mockingly DAUBS at his EYE. LEX Goodnight dad. He hits a BUTTON that causes Lionel to DISAPPEAR. He takes a moment to gaze thoughtfully at the blank screen as we CUT TO: INT-LUTHOR MANSION OFFICE-SIMULTANEOUS Clark is still sitting impatiently and looking around. Not seeing much, he finally settles on Lex’s LAPTOP, which is open on the desk. After some agonizing and guilty looks, Clark levels his gaze on the computer. CLOSE ON COMPUTER We see Clark’s XRAY VISION entering the computer. Circuit boards, wires, capacitors, etc. go by until his gaze lights on the HARD DRIVE. He is SCANNING the entire drive and committing it to MEMORY. He stops when Lex returns. Lex can’t help but notice the guilty look on Clark’s face. LEX Clark, what’s the matter? You look like the cat that ate the canary. CLARK What? No, I just, I’ve got something in my eye or something. He makes a big show of rubbing his eyes as Lex looks on wonderingly. CLARK (CONT’D) So, how’s dear ol’ dad?

26. LEX Oh, you know Clark. Dads don’t change much. He is concerned about the situation here in Smallville, although perhaps not for the same reasons I am. CLARK Well, um, I better go. LEX You just got here. CLARK Well, it’s late. My dad doesn’t change much, either, and he gets weird if I’m up too late on a school night. LEX OK Clark. I’ll let you know when I find out what’s going on. CLARK Thanks Lex. Good night. Clark EXITS, leaving Lex alone in his office. He thinks for a moment, then goes to a room containing the video surveillance equipment for the mansion. He calls up his office while Clark was waiting for him and fast forwards through the tape. He sees that Clark does not do any snooping, but does notice the intensity he appears to be looking at the laptop. He gives a puzzled look as we CUT TO: EXT-KENT FARM-LATER THAT NIGHT Clark is walking through the fields, around the dead cows. It’s clear he doesn’t know what he’s looking for. He stands tall and scans the surrounding area until he sees something with his XRAY VISION. It is a person, but one with a very unusual skeletal structure. It appears to be bending down, putting something in the creek. He moves to intercept at SUPER SPEED. Daphne is pouring something from a vial into the water. She straightens up when Clark approaches.

27. CLARK Hi. DAPHNE Hi. CLARK Doing a little late-night experimentation? DAPHNE Hi. She then IGNORES him, bending over to put more stuff in the water. Clark GRABS her ARM. CLARK Hold on there. What do you think you’re doing? For response, Daphne grabs Clark and FLINGS him a few dozen feet into a LARGE TREE. She then pours the remaining stuff into the water and takes off at SUPER SPEED. Clark shakes off his brush with the tree and TAKES OFF after her. It’s a SUPER SPEED RACE between the two of them, and it ranges for many miles, over hill and dale, through the deserted town, etc. Finally, Daphne stops and confronts Clark. DAPHNE You cannot keep up with me. It is impossible. CLARK What did you put in the water!? She ZOOMS UP to him and throws a PUNCH, which Clark BLOCKS. He gives her a mighty STIFF-ARM to the midriff, sending her flying into a CAR, which CRUMPLES. Unharmed, she gets back up. DAPHNE Impossible. You cannot harm Daphne. CLARK Daphne? That’s your name? What are you? She picks up a BOULDER and HURLS it at Clark. He catches it, but the momentum drives him backwards and over a cliff.

28. By the time he gets back up, Daphne is GONE. He gives an INCREDULOUS LOOK as we CUT TO: INT-SMALLVILLE TORCH OFFICE-LATER Clark enters the office and sits down in front of a computer. We see him exit out to a blank DOS screen, close his eyes and start typing at lightning speed, as if from memory. What we see are the long chains of computer code he’s taken from Lex’s hard drive. After a few moments of this, he is able to start the program that brings up the “Luthorcorp Main Frame” page and search engine. He types “WATER POLLUTANTS, SMALLVILLE” into the box and hovers the cursor over the GO button. We focus on his agonized look -- should he or shouldn’t he? -- and then FADE TO: END OF ACT TWO

29. ACT THREE INT-KENT RANCH HOUSE-MORNING Jonathan and Martha are at the breakfast table when Clark ENTERS. The parents exchange MEANINGFUL LOOKS. CLARK Morning. JONATHAN Morning son. MARTHA Mind telling us where you were until almost midnight last night? JONATHAN On a school night? CLARK I found out who’s poisoning the water. Kind of, anyway. JONATHAN What do you mean, kind of? CLARK I’ve never seen anything like it. It was a, a robot, an android of some kind. With super speed, super strength. She kicked my butt. MARTHA She? CLARK Yeah, mom. This android was a girl, a woman. An attractive woman. JONATHAN Attractive but deadly. CLARK Very. MARTHA But who? Why?

30. JONATHAN And why would you need some kind of super robot to poison some water anyway? CLARK None of it makes any sense. JONATHAN Well listen, you fought with this robot woman? CLARK Yeah. She’s tough. JONATHAN Then let’s not say anything about you meeting her. If and when the time comes for you to put her out of commission, I don’t want anything pointing back to you. Besides, tell the police or the EPA the culprit’s a sexy super robot and they’ll put us in a rubber room. MARTHA Clark, did you ask Lex directly about the poisoning? CLARK Yeah. Last night. He’s got some of his own guys looking into it. JONATHAN I’ll bet he does. CLARK Look, dad, I know Luthorcorp has had a crummy track record in the past, but Lex is trying to change that. And he swears this stuff isn’t coming from their plant. I believe him and (guilty look) I’ve got good reason to think it’s coming from somewhere else. JONATHAN Really?

31. CLARK Really. JONATHAN (suspicious) Clark ...? CLARK Ah! The bus! Gotta run! Clark dashes out the door, leaving Jonathan and Martha to wonder. MARTHA What was all that about? JONATHAN Oh, let’s just say our son is getting a crash course in superhero ethics. With no textbook to help him. Martha gives Jonathan a quizzical LOOK as we CUT TO: INT-SMALLVILLE HIGH SCHOOL-AFTERNOON Lana is at her locker when Chloe approaches. LANA Hey Chloe! CHLOE Hi Lana. How’s it going? LANA Good. Any luck with trying to decipher your little riddle? CHLOE You mean my question mark wrapped in an enigma twisted up in a conundrum? LANA (laughing) Yeah, you know, Clark.

32. CHLOE Actually, I was hoping you might have some information for me. LANA Ahhh. I’m sorry Chloe. I don’t. CHLOE Oh, OK. Is that as in you didn’t have a chance to talk to the enigma, or the enigma was so enigmatic that it was the same thing as not talking to him? LANA Uh, yeah. Hey, I’ve got to run. Catch me later at the Talon, OK? CHLOE Uh, sure Lana. (to herself) Why does the phrase “two-sided love triangle” come to mind? But who’s making up which sides? Clark has come up BEHIND HER. CLARK Chloe! CHLOE Hey, triangle man. What’s up? CLARK Triangle man? CHLOE Sure, you know that song by They Might Be Giants? CLARK Um, oh, yeah. Anyway, I’ve got some information on the poisonings. I heard from, uh, on the street that there’s some kind of robot involved. Slamming her locker shut, Chloe takes off down the hall with Clark in tow.

33. CHLOE Walk with me, Clark. I’m a busy woman. Tell me about your robot. CLARK (struggling to keep up) Slow down, Chloe! They continue bustling down the hall as we CUT TO: INT-LUTHORCORP HQ METROPOLIS-DAY Harold is working on Daphne, who is lying face up on a table. She is “turned off,” and he’s working on her injuries from her encounter with Clark. The thinnest strips of material cover her breasts and groin. She looks a bit beat up, and we can see damage to her torso where Clark shoved her in the midriff. HAROLD I don’t understand what happened to you out there, Daphne. Nothing short of a Sherman tank could’ve put these kind of marks on your polymer skin. And look, one of your knee servo motors is completely twisted. He casts a lascivious look over her. HAROLD (CONT’D) Everything else looks beautiful, though, my precious. Let’s just take a look and make sure there’s nothing else we need to touch up ... He begins to lift up the cloth covering her breasts when we hear the voice of Lionel. LIONEL Robo-philia, Harold? What would your wife say? Harold spins around with a guilty look, holding the strip of material.

34. HAROLD Just, just checking her over Mr. Luthor. Something knocked her around out there last night. LIONEL Oh really? I thought she was unknock-aroundable, Harold. Not much good to us if some farmer with a pitchfork can slow her down. HAROLD It wasn’t a farmer with a pitchfork. She says ... He realizes he’s holding the material and that Daphne is half naked behind him. He quickly turns and covers her up. LIONEL She says what, Harold? HAROLD That it was another like her. LIONEL And is there another like her? HAROLD Oh, no Mr. Luthor. Daphne’s one-ofa kind right now. LIONEL And that’s all she can tell you? HAROLD She, she’s not fully sensored Mr. Luthor. And she has no database yet for reference. She will soon, of course, but, right now ... LIONEL Right now she’s an idiot, eh Harold? All brawn and no brain? Very well. Can you fix her boo-boos by this evening? HAROLD Yes Mr. Luthor.

35. LIONEL Good. Let’s send her out and see if she runs into this nemesis of hers again. For your sake, I hope it wasn’t the business end of a garbage truck. HAROLD Yes Mr. Luthor. Lionel spins on his heel to leave and turns at the door. LIONEL And Harold, for the hundredth time, put some clothes on her. You’re scaring me. He leaves a chastened Harold staring after him as the door slams shut and we CUT TO: INT-KEN FARM HOUSE KITCHEN-NIGHT The three Kents are having DINNER. JONATHAN Well, we lost three more head today, but it looks like the rest of the herd’ll be OK, so long as we keep them on bottled water. CLARK Do they make a bovine Evian? JONATHAN Very funny. It’s not Evian, but it’s still not cheap having a tanker here every day. We can’t take another dose of that toxin, but the sheriff says he can only spare two men to watch the creek. CLARK Two men?! Big help. JONATHAN Yeah, but three is a little better. No sleep for me tonight.

36. MARTHA Make that four. JONATHAN Now Martha ... CLARK I’ll go out with you too, dad. If that robot thing shows up again, you’re going to need me. Jonathan RISES and picks up a SHOTGUN. JONATHAN Well, I’ve got this, but I could use your eyes, Clark. Martha, you would be a big help with these night-vision binoculars and this walkie-talkie. You see anything other than us and those two deputies, give a yell. MARTHA OK. I’ll get up on the roof and be the lookout. Be careful. Please, be careful. CLARK You know me, mom, Mr. Careful. She gives him a WRY GRIN as we CUT TO: INT-LUTHORCORP HQ METROPOLIS-NIGHT Harold is doing some finishing touches on Daphne, who is now dressed in a more militaristic-looking outfit. She regards Harold coldly as he fusses about her, fixing her hair, applying some rouge etc. HAROLD Now Daphne, Mr. Luthor wants you to find the other like you and defeat it. Bring it back here, OK? Do NOT kill. DAPHNE What are you doing?

37. HAROLD Just putting some color in your cheeks, Daphne. Makes you look a bit more human. DAPHNE Why does Daphne need to look human? HAROLD Because Daphne doesn’t want to scare the crap out of people and have them calling the police. DAPHNE Daphne can handle any police. HAROLD I know that, Daphne, but that’s not the point. Your mission is one of stealth tonight. No one must see you. DAPHNE If no one must see me, then no one will. Cheek color is unecessary. HAROLD Humor me, OK? It’s just in case. Plus, Uncle Harold gets a thrill putting it on you. OK, you’re ready, let’s go. Remember, no kill, OK? DAPHNE The other will not harm Daphne this time. HAROLD Not if you let him. I just need to hear you say this, Daphne: I will not kill the other. OK? DAPHNE Harold is weak. Daphne must go. She takes off at SUPER SPEED. Harold runs and jumps into a truck and screeches out of the parking lot after her as we CUT TO:

38. EXT-KENT FARM-NIGHT Jonathan and Clark are patrolling along the creek. Jonathan stumbles. JONATHAN Aaaghh! CLARK You OK dad? JONATHAN Yeah. Just barked my shin. What it must be like to never know that feeling. CLARK The time I lost my powers ... I dunno, I think pain can be a good thing. JONATHAN Well, it keeps us humble if nothing else. Look at those fool sheriff’s deputies up there, shining their flashlights all around. CLARK It’s just as well if it keeps her away from there. They’re no match for her. JONATHAN Are you, son? CLARK Yeah, now that I know what I’m up against. The first time she just surprised me. JONATHAN Clark, do you ever get afraid? Worried that you can’t defeat an enemy? CLARK Well, sure. I mean, not as much as I used to because I know my powers more now. But I also know I have my limitations and weaknesses.

39. JONATHAN The meteorite rocks? CLARK Yeah. Those. JONATHAN I think those will plague you your whole life, Clark. Some day, when the world knows about you, your enemies will look for that weakness. CLARK I’ve thought about that. There’s just too much of it around here to get rid of it all. JONATHAN I know. (after a beat) Well, it seems pretty quiet so far. Maybe your fembot took the night off. CLARK Yeah, maybe. They look up the hill at the BOBBING LIGHTS as we CUT TO: EXT-KENT FARMHOUSE ROOF-MOMENTS LATER Martha on the roof is peering through the night-vision binoculars. We see her POV through them as she scans the deputies and then Clark and Jonathan. MARTHA (to herself) Well, I don’t see anything up there. POV OF DAPHNE As she runs at SUPER SPEED toward Kent Farm, we see houses, trees and other landmarks go past in a BLUR until the Kent Farmhouse comes into view.

40. ON MARTHA MARTHA (CONT’D) (into walkie talkie) Guys, I don’t see any ... Before the word leaves her lips, Daphne comes streaking into view. She CHARGES into the house, but not through the door. She crashes through one wall and comes flying out the other side, coming to a halt in a cloud of dust and flying debris. She looks up at Martha with a COLD STARE. MARTHA (CONT’D) Oh my god! She’s here! Daphne follows Martha’s gaze up the hill and streaks off in that direction. ON CLARK Clark takes off at SUPER SPEED as Jonathan hurries after him with the shotgun. Our camera shots alternate from the POV of Clark to that of Daphne and back again. They are heading toward a collision with each other. As they come together, we move to SLO-MO, with all our surroundings blurred to show the great speed they are traveling at. Daphne raises both fists in front of her like a battering ram. Just before contact, Clark bends down and shoves his arms up and into Daphne’s midriff. We come out of SLO-MO and, from a WIDER ANGLE, see Clark launching Daphne hundreds of feet into the air. ON JONATHAN Jonathan sees Daphne flying out of control straight at him and ducks as she CRASHES into a TREE. As she lies there momentarily stunned, Jonathan hustles over and gives her both barrels of the shotgun in the chest. Clark RUSHES UP.

JONATHAN (panting) Clark, that’s no lady! Not the kind of girl mom and I would like to see you bring home.

41. CLARK Don’t worry about it dad. Is she ... Is she finished? JONATHAN I’d say so. Let’s get her down to the barn and see if we can find a, a serial number on her or something. DAPHNE We linger over her inanimate face and battered body as we CUT TO: INT-KENT BARN-MOMENTS LATER Daphne is on a work bench. Clark, Jonathan and Martha are inspecting her as she lies face down. JONATHAN Well, I don’t see anything on this side. Let’s flip her over. He tries to turn her. JONATHAN (CONT’D) Man, she’s a heavy one! MARTHA I hope she didn’t hear you say that! CLARK (at her head) I don’t see anything up here. JONATHAN Me neither. I guess we’d better ...Martha, would you do the honors for us modest guys? MARTHA Sure. The two men turn their backs as Martha peers under Daphne’s clothing.

42. MARTHA (CONT’D) Well, she appears to be anatomically correct. JONATHAN Wonderful. MARTHA But nothing down below. Let’s take a look up here. As Martha reaches toward Daphne’s TOP, Daphenes EYES open wide. She strikes Martha in the chest, knocking her backwards, and jumps to her feet. Clark and Jonathan spin to confront her. She runs at SUPER SPEED about 10 feet, then stops and FALLS OVER. The two men exchange CURIOUS LOOKS. Daphne then springs to her feet again and blows through the side of the barn and into the night. MARTHA (CONT’D) (groggily getting up) Doesn’t that girl know how to use a door? Clark and Jonathan rush to her side. CLARK Mom! Are you OK? MARTHA I think so. (feeling her ribs) I think I’ll have some sore ribs for a few weeks though. Guess she’s a modest robot! JONATHAN Clark, I’ll look after your mother. You’d better see if you can catch up with that thing while it’s still weak. There’s no telling who it’ll hurt next. If it doesn’t shortcircuit first. CLARK Right, dad. I’ll be back. Clark runs at SUPER SPEED through the hole in the barn Daphne just made.

43. JONATHAN AND MARTHA Jonathan attempts to help Martha up. She winces in pain, obviously more hurt than she thought. JONATHAN We’d better get you to the hospital. Martha’s about to protest, then winces again and nods her assent. WIDE ANGLE ON CLARK As he emerges from barn, looking around. CLARK’S X-RAY POV He scans the area and sees Daphne running, falling, stumbling in the distance. He takes off after her at SUPER SPEED. EXT-HIGHWAY NEAR KENT FARM-SIMULTANEOUS Harold is driving while monitoring a TRACKING DEVICE on the dashboard and fiddling with another device. HAROLD Come on, Daphne. Come to poppa. Follow the beacon girl ... HAROLD’S POV Daphne comes stumbling out of the brush and into the path of the truck. Harold stops quickly but still knocks her over. HAROLD (CONT’D) There you are, you naughty girl! He leaps from the truck and rushes to Daphne’s side. She’s OUT COLD. He drags her around to the back of the pickup and lowers a tailgate lift. He shoves her onto it, gets her into the bed of the pickup and takes off down the road. WIDER ANGLE ON CLARK Emerging from the bushes and looking around as the pickup’s light’s disappear in the distance. Off his frustrated look: FADE TO: END OF ACT THREE

44. ACT FOUR INT-SMALLVILLE MEDICAL CENTER-MORNING Martha lies in a hospital bed with Jonathan and Clark at her side. Chloe enters. CHLOE Clark, Mr. Kent. Mrs. Kent, how are you feeling? MARTHA Thank you for coming, Chloe. I’m going to be fine. Just a few cracked ribs. CHLOE OK, no making her laugh, guys. (off their serious expressions) Guess that won’t be a problem. CLARK Chloe, can I speak with you outside a moment? CHLOE Sure Clark. IN THE HALLWAY CLARK Listen Chloe, we don’t know what we’re dealing with here, and my dad, we’d like to avoid a big story. CHLOE No “Sexy robot terrorizes Smallville” story? Are you kidding me? CLARK We don’t want people to panic. CHLOE So keep them in the dark? Don’t tell them there’s a danger?

45. CLARK I didn’t think you’d understand. CHLOE No Clark, I do understand and I’m very sorry your mother got in the way of that thing. But there’s something about the needs of the many outweighing the needs of a few, not to mention the public’s right to know. CLARK I guess you’re right. CHLOE So, I assume you’re going after this thing? CLARK No, me? Why me? CHLOE Don’t play Mr. Naive with me, Clark. You’re like “hero dude,” always showing up and saving the day. If I could keep up with you, I’d’ve had about 10 great stories by now. CLARK I don’t know what you’re talking about Chloe. I’ve gotta go. CHLOE To vanquish the robot? CLARK See ya, Chloe. CHLOE Yeah Clark, see ya. INT-LUTHOR MANSION-LATER Clark and Lex are in the middle of a heated exchange. Both are furious, although not necessarily with each other.

46. CLARK Well all I know is my mom’s lying in the hospital, Lex, and some hightech robot is on the loose. LEX So of course you assume it’s one of ours. CLARK Yes I do! It’s always Luthorcorp, isn’t it?! LEX Ah, yes. We should just change the name to “Scapegoat Corp.” Anything’s wrong in Smallville, it must be our fault. CLARK I’m sorry Lex. You didn’t deserve that. LEX Don’t I? My name’s Luthor, and I can reel off a list of a dozen unsavory things this company has done in the past decade. CLARK None of them on your watch. LEX Well, no. But I have to expect to be tarred with the same brush. CLARK Did your guys find anything? LEX No. But that may not mean much. CLARK What do you mean? LEX Let’s just say that, even if my father or his goons aren’t behind this, chances are they know who is. (MORE)

47. LEX (CONT'D) Metropolis is nice this time of year. CLARK (smiling) Let’s go! CUT TO: INT-LUTHORCORP HQ METROPOLIS-DAY Clark and Lex are seated in Lionel’s office. Lionel enters. LIONEL Well, to what do I owe this honor? The prodigal son and his minion, come to pay the evil paternal overlord a visit. LEX This is Clark Kent, dad. Clark, Lionel Luthor. The SHAKE. LIONEL A pleasure, a pleasure. LEX What do you know about a high-tech robot poisoning water supplies in Smallville? LIONEL Can I interest you boys in a drink? Water? Coffee? (eyeing Clark) You don’t look much of a scotch drinker. LEX Answer the question dad. LIONEL A high-tech robot? It’s not ours. The military pulled the financing on our program 18 months ago. Try Multi Dynamix. (MORE)

48. LIONEL (CONT'D) They’ve got some kind of threewheeled gizmo they’re trying to sell the army. Good luck is all I can ... CLARK (interrupting) The robot I saw was an android. Fully functional. LIONEL Really? Intriguing. LEX Yes, it is. This intriguing young woman put Clark’s mother in the hospital. What’s Harold up to these days? A shadow of something crosses Lionel’s at the mention of the hurt Martha and Harold. He recovers quickly. LIONEL Harold? Oh, something to do with aircraft guidance systems. LEX Can I speak to him? LIONEL I’m sorry to hear about your mother, Clark. Will she be OK? CLARK I think so. LEX And Harold? LIONEL What’s that? Oh, Harold, right. He’s in Helsinki, I think. LEX Helsinki? LIONEL Helsinki.

49. Lex and Clark exchange a LOOK as we CUT TO: HAROLD AND DAPHNE Harold is finishing up repairs on Daphne. She is inert on a table, wearing plain white bra and panties. HAROLD Well, that ought to do it old girl. Let’s see if daddy fixed the toaster OK ... He “switches” her on somehow. She opens her eyes. DAPHNE Harold. My love. HAROLD Now Daphne, what did I tell you about that? DAPHNE Daphne slept again. (”thinks” a moment) 17.4 Hours. Why? HAROLD You got the crap kicked out of you Daphne. You can’t be letting people hit you with shotguns. Although that shouldn’t have slowed you down. DAPHNE Not the weapon. The strong man. HAROLD Ah, him again. DAPHNE Must kill him. HAROLD In due time, my dear, in due time. But first I need to run some diagnostics ...

50. DAPHNE (interrupting) I’ll be back! She jumps up and runs at SUPER SPEED through the wall of the lab. ON HAROLD HAROLD Oh sh... CUT TO: EXT-KENT FARM-LATER Daphne arrives at SUPER SPEED to find the farm deserted. She bolts into the woods and takes up a position overlooking the farmhouse. She then switches into some kind of “sleep” mode as we CUT TO: INT-MAD SCIENTIST’S LAIR-AFTERNOON Chloe and Pete enter. Mad is at his microscope. CHLOE You rang? MAD Yes, I did. I found your toxin, but it’s no great secret. PETE Really? MAD No, it’s just a form of chlorofluoro ethylene with an extra hydrogen atom. Simple but ingenious -- and rather lethal to cows. CHLOE So, it looks like it was deliberate?

51. MAD Absolutely. I can’t think of any practical application for a compound like this other than to cause massive kidney failure. PETE So if it wasn’t an accident and it’s not a normally occuring substance, it’s sabotage. But why? All it’s done so far is hurried a few cows to the hamburger stand. CHLOE There’s one other thing. PETE What? CHLOE It’s made Luthorcorp look bad. Who would want to do that? PETE Smallcorp? CHLOE Not their style. But I think I have an idea. CUT TO: LEX AND CLARK In Lex’s car entering Smallville. CLARK Drop me by the school. I want to see how Chloe’s doing. And see if I can get out of detention for ditching today. LEX Such a naughty boy! As for Chloe, I’m sure she’s still pining away after you, Clark. When are you going to give the poor girl a break?

52. CLARK I was talking about the case. LEX OK, Encyclopedia Brown. Have it your way. Let me know if you find out anything. CLARK Sure Lex. And Lex, for what it’s worth, about your dad, thanks for trying. LEX Sure, Clark. But a leopard can’t change his spots. He DRIVES OFF as Clark looks off after him, then turns to enter the building and we CUT TO: INT-SMALLVILLE TORCH OFFICE-MOMENTS LATER Clark enters the office to find Daphne, still in her underwear, holding Pete and Chloe hostage. She’s holding them by their throats against the wall, and it looks like she’s been in that position for some time. CHLOE Hi Clark! Your girlfriend stopped by to say hello. PETE Yeah, only I think you’re in the doghouse or something. Daphne drops them and turns to Clark. He ducks out the door; she goes right through it. It’s after school and the hallways are empty. Daphne approaches Clark and he throws her into a wall, breaking it and making a mess. He realizes he can’t fight her here and runs at SUPER SPEED outside and over the hills as she pursues him. They disappear as Pete and Chloe come rushing outside. PETE (CONT’D) Where’d she go? CHLOE Where’d Clark go?

53. PETE I don’t know. I just hope he doesn’t try to fight her. She’ll kick his butt. CHLOE Will she? Off Pete’s curious look we CUT TO: EXT-WOODS OUTSIDE SMALLVILLE-MOMENTS LATER Clark comes to a halt next to a large tree. He breaks a large branch off of it and waits for Daphne to approach. When she does, he gives her an enormous WHACK with the limb, knocking her across the clearing. She POPS back up and grabs her own large tree limb. Clark and Daphne approach each other slowly in the clearing, each brandishing their large branch. They circle each other warily, looking for an opening. They both STRIKE in a tremendous clash of wood and bark and falling leaves. Like some kind of insane fencing match, they continue, with no one getting the upper hand until SFX: TRAIN WHISTLE. Clark hears the whistle and we see an idea form in his mind. Clark drops his branch and lifts up a BOULDER, which he hurls at Daphne. She steps up to the plate and whacks it back to Clark with her branch. Clark grabs another BOULDER and hurls it at her. This time, she swing and misses, and the boulder hits her in the midriff, driving her backwards and knocking her out. WIDER ANGLE Clark is dragging daphne by the leg across a field and toward the train tracks. We see the train approaching. ON DAPHNE She is partially awake. Clark stops and, with a mighty wrench, yanks one of her arms off. DAPHNE Strong man! Who made you?

54. CLARK The better question is who made you! Was it Luthorcorp? He yanks off the other arm. DAPHNE Let me go. CLARK Forget about it. How about Smallcorp? Multi Dynamix? He pulls off a leg. DAPHNE Let me go. He pulls off the other leg. CLARK Just tell me who built you and maybe I won’t throw you in front of the train. Clark spies a car coming up fast. With his SUPER VISION we see it is Chloe and Pete. He realizes he has to work quickly. CLARK (CONT’D) Last chance Daphne. Who made you? Do you know Lionel Luthor? Chloe and Pete are drawing closer, as is the train. Clark must act. CLARK (CONT’D) OK Daphne. Say goodnight! I’ll send your regards to Lionel. He pulls off her head. He gathers up her parts and, with a mighty heave, he flings her into the path of the oncoming train. Just before impact, she cries out: DAPHNE My lord and master! And POW! The train hits her and she’s blown to pieces. Pete and Chloe pull up and get out of the car. They look at the remains of Daphne as the train hurries by.

55. PETE Wow! How’d you get her to run in front of the train, Clark? CHLOE What I want to know is how you wound up 7 miles from the school in a matter of minutes. CLARK Um ... As he struggles for an answer, he sees his father’s pickup cresting the hill. CLARK (CONT’D) My dad. He saw her after me and picked me up. Then he went one way and I ran the other and we lured her into the train’s path. PETE Awesome! CHLOE Baloney! CLARK OK Chloe. I ran here, how’s that? Jonathan pulls up and assesses the situation. JONATHAN Hi guys. What’s up?