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Supergirl: Vengeful Minds

By Ronn A. Mann

FADE IN: INT. CORRIDOR - DAY SUPER: Planet Erkine. 419 years ago. A large, plain, alien corridor. It's hard to tell whether it belongs on a high-tech lab or a prison, all we know for sure is that this isn't Earth. Six aliens walk down the corridor. The three walking on the left are Karias. The other three are Merkis. The same species, but two different races. The physical differences are subtle. The Merkis are much shorter and completely bald. But the sociocultural differences are staggering. Everything about the Karias denotes a hierarchy: their exuberant, military-type clothes; their hairstyles; the fact that the two subordinates walk exactly three paces behind their superior, their heads never higher than his. They walk like in a military procession. Their steps are perfectly synchronized. All the Merkis dress alike, with plain white robes. They walk side by side, like friends taking a stroll down the park. They reach the end of the corridor, where they find a large, metallic door that would seem to belong on a bank vault. Two Karias GUARDS stand by the door. As the group approaches, one of the Guards turns to the leader of the Merkis, a female called RIZAD. She looks back at the Guard and nods to him in salute. For just a instant, utter contempt flashes in the Guard's eyes. The leader of the Karias, GENERAL CHIOTE, notices. CHIOTE Sergeant. His voice is stern and commanding. The Guard instantly bows his head, like a dog who knows it's about to be punished. CHIOTE (CONT'D) Apologize to the Merkis. The Guard turns to Rizad, but she speaks before he does. RIZAD That would be unnecessary, General Chiote.

2. CHIOTE You deal with your people. I'll deal with mine. (to the Guard) Apologize. The Guard doesn't look at Rizad in the eyes when he speaks. GUARD I apologize for my misconduct. It will not happen again. RIZAD Apology accepted, though unnecessary. CHIOTE Open the door. The other Guard punches some numbers in a keypad next to the door. We hear the sounds of several locking mechanisms moving and whirling inside the door, then it opens with a hiss. INT. PRISON CELL A large cell/laboratory, the size of a basketball court. To the left we see several computers and scientific equipment. Seven Merkis stand by. To the right, a dozen Karias guards stand by, all of them eyeing the prisoner. In the middle of the room, the cell. A circle a dozen feet in diameter. The walls are formed by a translucent bluish force field. Inside the cell, sitting in lotus position, is EXNAR ZAAMARTIS. Zaamartis is clearly neither Karias nor Merkis. He's half the height of the shortest Merkis, as he's covered with a thick, reddish fur. He has a cat-like face and fox-like eyes. Just outside the cell, a monitor shows a scene in an infinite loop. The scene shows the execution of two beings of Zaamartis' species. Both are female. One looks like a young child. (Zaamartis' wife and daughter.) The group we met outside enters the cell. As soon as Zaamartis sees Chiote, he jumps off the floor with a sly smile on his face. The Merkis in the room turn to Rizad in expectation. She gives them the slightest head gesture. All of them react with smiles. Zaamartis eyes their reaction curiously. His smile widens. Then he turns to Chiote.

3. ZAAMARTIS So the little roaches got what they wanted, eh? CHIOTE Silence. Chiote stands twenty feet away from the cell. He stares at Zaamartis, trying to look intimidating, but it's he who looks intimidated by the being a third his size. ZAAMARTIS Everything will be different from now on, won't it? They won't be your slaves anymore. And it's all your fault. CHIOTE Silence. Chiote still tries to look confident and in control, but it's obvious that Zaamartis is making him lose his cool. ZAAMARTIS All your fault and no one else's. What are you going to tell your grandchildren when they ask you what happened, eh? Are you going to tell them the truth? CHIOTE Silence! ZAAMARTIS Are you going to tell them that it was your stupidity in picking a fight with beings a third your size that led to it? Are you going to tell them that you had to get down on your knees and beg the roaches to help you because -- CHIOTE (screaming) Silence! Chiote draws his gun and fires several times. The laser bolts hit the force field and bounce every which way. The Karias Guards look like they don't know what to do. Moving away from their posts would mean execution, but not moving might mean getting hit by a stray laser bolt. Then Chiote turns to one of the Guards.

4. CHIOTE (CONT'D) Disengage the force field. The Guard quickly turns to the control panel in front of him. RIZAD I believe we had an agreement, General Chiote. Everyone freezes in the room. The two Karias who were standing behind Rizad (in Chiote's line of fire) instantly bolt away from their posts, assuming Chiote will shoot her. Chiote turns to Rizad in a slow, measured gesture. He glares at her, and points his gun at her head. She stares back at him with unflinching eyes. RIZAD (CONT'D) You are a man of honor, General Chiote. You would not break your word. Chiote glares at her for a long moment. Then slowly lowers his gun. CHIOTE The monster dies in one minute. Rizad smiles. RIZAD That would suffice. Thank you. Zaamartis begins to chuckle madly. Rizad quickly moves to the other Merkis, manning the equipment on the left. All the Merkis come to life and begin to punch buttons on the various control panels. MERKIS SCIENTIST (whispering) It's not enough time. RIZAD It should be enough. MERKIS SCIENTIST We need time to calibrate the beam. What if he moves? RIZAD He won't move. He wants this as much as we do. The two of them turn to Zaamartis, who eyes them sternly. He's frozen in place, smiling. He won't move.

5. A second later, a large cylinder opens, revealing a tubular beam projector, about four inches in diameter, mounted on some sort of crane. The crane comes to life and aims the projector at Zaamartis. Then a red/green beam shoots from the projector and hits Zaamartis' head. On a screen left to Rizad, an image begins to form -- the image of a brain. KARIAS GUARD Twenty seconds. The image on the screen is fuzzy and incomplete at first, but as the beam scans Zaamartis, the image forms a full brain. KARIAS GUARD (CONT'D) Ten seconds. Then the image is complete. The Merkis punch other buttons and the beam projector recoils itself back to its case. All the Merkis let out a sigh of relief. Rizad takes two steps toward Zaamartis. RIZAD Any last words? ZAAMARTIS I have nothing to say to you. A beat. Zaamartis smiles and points at the image of his own brain, rotating inside the screen. ZAAMARTIS (CONT'D) But I'm sure he will. KARIAS GUARD Disengaging force field. Chiote aims his gun at Zaamartis. A moment later the force field disappears. Zaamartis charges Chiote with cat-like agility. Chiote fires twice and misses both shots. But the third one hits Zaamartis on the leg, dropping him on the floor. The fourth one hits the other leg. Chiote waits several seconds before the fifth shot, which hits Zaamartis in the head, killing him. Chiote stares at Zaamartis' lifeless body for several seconds. Then he scans the room. He looks at the Merkis at his left, then at the Karias at his right, then at the image of Zaamartis' brain rotating slowly on the computer screen. Then he points the gun at his own head. FADE TO BLACK right before we hear the SHOT. Followed by a wet thud.

6. EXT. CONVENIENCE STORE - DAY SUPER: Present time. Earth. Two police cruisers park next to the entrance of the store. Four uniformed COPS stand next to their patrol cars, aiming their guns at the store. COP #1 Drop your weapons and come out! A moment later the THUG shows his face at the door. He drags a WOMAN along with him, pointing his gun at her forehead. THUG Get the hell outta my face or she's history! The Thug comes out of the store, dragging the woman, who looks scared to death. COP #1 Let the hostage go. You don't want to add kidnapping to your charges, do you? THUG I said get the hell outta my face or the bitch is history! The Cops lower their guns. COP #2 Calm down. There's no need to be hasty. We can resolve this peacefully. Nobody needs to get shot. THUG Are you stupid? Get the hell outta my face. You think I won't kill her, eh?! I'll kill her! The Thug presses his gun against the Woman's face. THUG (CONT'D) I'll kill her. You hear! I'll kill her! FEMALE VOICE (O.S.) That makes no sense, you know. Everyone turns to the source of the voice. Standing a dozen yards away from the scene is SUPERGIRL. Arms folded, looking as cool and confident as it gets.

7. SUPERGIRL (CONT'D) I mean, you have here four cops, willing and able to shoot you. And the only reason they haven't shot you yet is that they're afraid of hitting the hostage. But if you kill the hostage, you'd not only be adding murder to your charges, you'd be losing the one protection you have. See, it makes no sense to kill her. The Thug looks nervous for a second. He swallows hard. Then he presses his gun further into the Woman's face. THUG Don't move a muscle or she's dead. SUPERGIRL You weren't listening, were you? (to the Woman) You might want to close your eyes right about now. The Woman closes her eyes. THUG Don't move a -- With lightning speed, Supergirl rushes to the Thug. She frees the Woman and squeezes the Thug's hand that holds the gun. The Thug falls to his knees, screaming in pain. Supergirl easily takes the gun away and crushes it. Everyone is startled by the speed of this. The Woman stands in the same place she was when the Thug held her, still with her eyes closed. The Cops stand still, staring at the scene with dumbfound expressions. SUPERGIRL (to the Cops) I think you guys can take it from here. She lifts the Thug back to his feet by his hand and pushes him toward the Cops. The Thug is screaming all the way. THUG AAHH! My hand! She broke my hand! SUPERGIRL I didn't break you hand, you wimp. The Cops cuff the Thug.

8. THUG My Hand! My hand! She broke it! SUPERGIRL You better shape up, you know. You won't last ten minutes in jail with that attitude. Then the owner of the convenience store, a tall man named DMITRI, comes running out of it, wielding a baseball bat. He rushes toward the Thug with a murderous glare on his eyes. DMITRI I'll kill you, bastard! Supergirl intercepts him, and holds him in place. SUPERGIRL Woah. Stop right there. Dmitri tries to push Supergirl away, with eyes only for the Thug. DMITRI I'll kill you! I'll teach you to hurt my wife! SUPERGIRL Calm down. It's over. Dmitri continues to scream what we can only guess are curse words in a foreign language. He's literally fuming mad. Supergirl tightens her grip on his shoulders, trying to snap him out of it. Dmitri turns to Supergirl and for an instant, his murderous glare falls on her. She feels all his rage. He really wants to tear the Thug to shreds. SUPERGIRL (CONT'D) Snap out of it, okay. Your wife needs you. Dmitri's glare melts. He turns to the Woman. WOMAN Dmitri. DMITRI Are you okay? Supergirl lets him go, but takes the bat away, just in case. Dmitri rushes to the Woman and they hug. Supergirl stares at them for a moment.

9. EXT. PARK - DAY A political rally goes on in the park. There are several food stands scattered around. A large podium is the main feature, where a POLITICIAN addresses the few people more interested in him than the food. LINDA DANVERS, A.K.A. Supergirl, stands a dozen yards away from the podium. Looking intently at the Politician. POLITICIAN -- are you going to let those wimpy liberals turn our jails into vacation centers? I say no! A jail should be a place of punishment. And I mean punishment! The Politician has the same eyes that Dmitri had. The same murderous rage. POLITICIAN (CONT'D) Those are criminals. They are the ones who rape your wives. The ones who sell poison to your children. The ones who kill your brothers. I say hell is not enough for them! MARK TORRANCE, twenty-one, walks to Linda carrying two hotdogs. He stands next to her. She seems not to notice him and continues to stare at the politician. Mark looks at Linda, then at the Politician, then back at Linda. MARK Don't tell me you're actually listening to that nutcase. Linda continues to stare at the Politician for a moment. LINDA Is revenge the most basic form of justice? Is justice nothing more than standardized revenge? Mark blinks a her several times. MARK Where did that come from? Linda shakes her head. She snaps out of it and turns to Mark. He gives her one of the hotdogs. She half-smiles. LINDA Never mind me. It's that.... Just forget it.

10. MARK Let's go. We gotta get you out of the sun. INT. ELECTRONICS STORE - DAY Linda, Mark and his sister TINA, seventeen, short, walk down the aisles of an electronics store. A dozen big-screen TVs line the right wall. Mark stops to catch the end of a commercial. Tina pulls Linda several feet away and talks to her in hushed tones. TINA So what did I tell you, eh? Isn't Mark a great guy? Linda glances at Mark, who's watching a commercial with lots of blondes in bikinis. LINDA Your brother just deserted us for the swedish bikini team. Tina looks at her brother, disappointed, then turns back to Linda. TINA Well, he is a guy, after all. And it's not like you two are dating or anything.... (hopeful, smiling) Are you? LINDA Eh, no. The commercial ends and the local news start. ANCHORMAN (ON TV) Tonight we start our news coverage with yet another Supergirl sighting in Midvale. MARK Tina, Linda, come here. Supergirl's on the news. TINA Really? Great. Tina rushes to Mark, leaving Linda standing alone. Linda stares at them for a couple of seconds before heading after them.

11. The TV shows a chirpy ANCHORWOMAN with a stock photo of Supergirl superimposed next to her. ANCHORWOMAN (ON TV) Yes, Robert, this is the third time in the last two weeks that Supergirl has made an appearance in the streets of Midvale. This time the Girl of Steel foiled an attempted robbery on a convenience store on Tenth Street and Main and only Channel 7 News has the exclusives images. Could this be a sign that the Maid of Might has decided to take permanent residence in Midvale? Bella Diaz will ask that very question later on. But first, today's Lotto drawing. The picture of the Anchorwoman is quickly replaced by a dumb-looking model next to the Lotto machine. The model pushes a button and the balls begin to fly inside the machine. TINA (to Mark) Wow, you think Supergirl has really decided to live here? MARK Kind of a small town for her. LINDA Maybe she wants something small. The Lotto drawing ends and a commercial follows. Tina looks at the TV, disappointed, then pulls Linda away again. TINA So, Mark... LINDA Did he ask you to ask me what I think of him? TINA Er... no. He's shy. But he told me that he really likes you. LINDA He told you that. TINA Not in that many words, but I can see it in his eyes.

12. Mark is still staring at the TV when a political ad comes on, accompanied by a HIGH-PITCH chirping sound. Like a high- pitch car alarm. Linda notices the sound and turns around, trying to find the source of it but can't. The sound seems to be coming from everywhere. The ad simply shows the words: "Vote for Bruce Thornton, the next governor of Illinois." VOICE (ON TV) (matter-of-fact) You will vote for Bruce Thornton. He will be your next governor. Linda notices that a third of the people on the store (including Mark) are literally glued to the TV screens, as if hypnotized. The rest of the customers act normally, including Tina. A moment later the ad is over and everyone returns to normal. Tina notices Linda's expression. TINA Hey, what's wrong? LINDA Did you hear that? TINA Hear what? LINDA Never mind. Tina glances at Mark for a moment, then pulls Linda out of the store. INT. MALL TINA So, what do you think of Mark? Be honest. LINDA Would you quit that? TINA Come on. He's great, isn't he? LINDA Okay. He's funny. Kinda nice too.

13. TINA But, you know... LINDA So far he's just a friend. BELLA DIAZ, mid-thirties, former beauty queen and former weather girl, now a reporter, stands with her Cameraman a couple of yards away from Linda and Tina. She nods to the Cameraman and heads for them, microphone in hand. BELLA What do you think of Supergirl? Do you think she's planning to stay in Midvale? Linda and Tina are startled by this. They hadn't noticed Bella. Then Tina smiles at the camera. She looks really excited. TINA Oh, I think it's way cool. I really hope she decides to stay here. BELLA So you're a fan of Supergirl? TINA A huge one. I just hope I get to see her fighting some really huge monsters or something. That'd be sooo cool. Linda gives her a look that says: "excuse me?" Bella turns the microphone to Linda, taking her by surprise. BELLA And what do you think about Supergirl? LINDA Eh... I think she's cool. BELLA You don't sound very excited about it. LINDA It's just that I lived in Metropolis for a while. The whole thing kinda grows old on you. BELLA It grows old? What do you mean?

14. LINDA You know, the first week you're there you're like -- She points at something outside of camera, while she looks like a really excited six-year-old, literally jumping with joy. LINDA (CONT'D) (exited) Look! There's goes Superman! I love you Superman! (blows a kiss) I love you! (normal) By the second week you're like -- She looks less excited than a moment ago. LINDA (CONT'D) Look! Up in the sky! It's a bird. No, it's a plane. No, it's.... (disappointed) Ah, it's just Superman. (normal) By the third week, you're like -- She follows with her eyes an imaginary Superman flying over her head, with a completely expressionless face. LINDA (CONT'D) (deadpan) There he goes again. (normal) And after a month you're like -- She looks angrily at the imaginary Superman flying over her head. She shakes her fist at him. LINDA (CONT'D) Why don't you get a job?! Stop buzzing over our heads like a freaking giant fly. Some people are trying to sleep here! Tina chuckles. Linda looks at Bella with a self-satisfied smirk. LINDA (CONT'D) You know. It grows old on you. Bella stares at her for a long moment, as if saying: "what a showoff." BELLA So you don't want Supergirl around, is that it?

15. LINDA Oh no, I want her to stay. I'm just tired of the people in the media trying to make a profit out of her presence here. I'm sure she finds it really annoying. And if she decides to move away from Midvale, I'm pretty much going to blame you for it. Bella scowls at Linda, and looks like she wants to hit her with the microphone. Then she turns around, motions her Cameraman to follow her and walks away. LINDA (CONT'D) (smirking) So, when are you going to show this interview? Bella glances back without stopping. BELLA Right after your acceptance speech at the Oscars. INT. HALL - MALL - DAY Linda, Mark and Tina walk through the large hall in the middle of the mall. Tina is telling Mark what Linda said to Bella before. She shakes her fist at an imaginary Superman flying over her head. TINA Why don't you get a job? Stop buzzing over our heads like a giant fly! Mark chuckles, and turns to Linda. MARK Did you really say all that? LINDA What can I say? I was on a roll. MARK I'm impressed. LINDA Bah. I knew it wasn't live and there's no way they'll show that. TINA And being two hundred miles away from Metropolis didn't hurt either.

16. MARK Yeah, I can imagine that one. Linda sees Superman flying and yells "why don't you get a job?" Superman hears her and lands next to her and says -- Mark gets in Linda's face and glares menacingly at her. MARK (CONT'D) Got something to say to me, little girl? LINDA No, no, no. Superman doesn't glare at people. That would be Batman. Superman just hovers ominously over people and gives them the Clint Eastwood squint. Like this. Linda folds her arms and stares at Mark with a steely glare. The change is very subtle, yet she looks imposing and menacing. LINDA (CONT'D) (mock macho) Wanna trade jobs with me for a day? Mark stares back at her, trying to hold her eyes. A staring contest. It lasts ten seconds and ends with both of them chuckling. MARK You're good. LINDA I practice. Mark continues to stare at Linda. There's electricity there. TINA That'd be so cool. You know, to be Supergirl for a day. MARK You think? TINA Of course. MARK Really? Imagine that you're Supergirl for a moment. Imagine that you have powers beyond your imagination. (MORE)

17. MARK (CONT'D) Everyone tells you they love you and that they want to be your friends. Everyone tells you that you're doing a great job saving the world and everything. But how do you know they really like you? How do you know if someone is a real friend or not? How do you know they're not just sucking up to you so you'd continue to risk your life every day to save their butts? How would you know who your real friends are? Tina's smile fades. Linda looks at Mark with a new sense of respect. LINDA That's really deep, you know. Mark notices Linda's expression. He puts his arm around Tina's shoulders and talks like a father in a fifties sitcom. MARK (CONT'D) You know, I try so hard to turn this lovely young girl into a woman all by my lonesome. And sometimes I must admit it all seems too hard. Life is just too overwhelming for such a caring, loving older brother like myself, but I made a promise to take good care of her and I intend -- Tina elbows Mark on the ribs. TINA (smiling) Shut up. You're so full of it. They chuckle. INT. MARK'S APARTMENT - NIGHT Linda, Mark and Tina sit on the couch in his apartment as they watch the end of a movie on TV. Mark grabs the remote control and turns off the TV. TINA Oh, I loved that movie. LINDA It was so sweet and touching.

18. TINA So romantic. LINDA (to Mark) I'm really impressed that you managed to stay awake through the whole thing. MARK Hey, I'm a sensitive, romantic guy. LINDA Yeah, right. I saw you snoring a couple of times. MARK I'm still human. Linda stands up. LINDA Well, guys, I've had lots of fun today, but tomorrow I have an early morning so I'm just going to split now. TINA It's only ten. Tina and Mark stand up. The three begin to slowly walk to the door. LINDA Yeah, but I seriously need to get a job tomorrow. Or at least get a newspaper so I can pretend to look for a job. MARK I'm free tomorrow and I've had some experience searching for jobs in Midvale. If you need any help.... LINDA Well, actually.... yeah, that'd be cool. Thanks. Linda and Mark smile at each other. Tina looks at them and then smirks to herself. Mark notices Tina's smirk. MARK What?

19. TINA Nothing. Mark rubs Tina's hair like she was a puppy. Linda chuckles. LINDA I must admit it -- that whole caring older brother thing -- it does wonders for your image. MARK Yeah, it's worth the hundred dollars I'll have to pay this little rat to pretend she likes me. TINA Yeah, he's actually a horrible person. He kicks puppies and everything. LINDA Well, I really have to leave now. And thanks. You know, you're my first friends in Midvale. You kinda make me think I made the right choice by moving here. Tina and Mark stare at Linda with expressionless faces for a long moment, trying to make her feel uncomfortable. Then they begin to fake cry. The fake crying continues for several seconds, quickly escalating in melodrama. Tina wails inconsolably on Mark's shoulder, occasionally pounding on his back. LINDA (CONT'D) (smiling) Oh, knock it off. You two should have your own sitcom. The fake crying stops instantly. Then they all chuckle. Mark opens the door. MARK See you tomorrow, then. TINA Bye, Linda. LINDA Bye, guys. Linda leaves and Mark closes the door. Tina waits a few seconds before she speaks.

20. TINA So, do I know how to pick them or what? MARK Yeah, I really need to thank you for introducing me to Linda. I must admit you have a great taste in women, sis. You're going to make a fine lesbian some day. TINA Jerk. She chuckles. MARK Hey, I meant that as a compliment. TINA (CONT'D) But seriously, if you need me to stay a couple of days with aunt Jenny...? You know... so you two guys can... you know... Mark stares at Tina for a moment. MARK You've already named our children, haven't you? EXT. MARK'S APARTMENT Linda stands next to the door to Mark's apartment. She's listening to the conversation inside and smiling. TINA (O.S.) Not so much name your children but... MARK (O.S.) That's it, no more soaps for you. And forget about watching Ghost again. From now on we'll only watch Oliver Stone movies. Tina chuckles OS. TINA (O.S.) Come on, tell me the truth. Do you like Linda? And be honest. MARK (O.S.) (beat) She's cool. Kinda distant, though. Every time I tried to ask her about her family she'd change the subject.

21. Linda's smile begins to fade. TINA (O.S.) She became an orphan less than a year ago. How long did it take you to open up after mom and dad died? Linda walks away. INT. LINDA'S APARTMENT - NIGHT The apartment is dark so we can't see much of it. A moment later, the door opens and Linda walks in. She turns on the light. The apartment is practically empty. Not a single chair or table. Only a naked light bulb hanging from the ceiling. Linda looks at the apartment for a moment, then sighs. LINDA I'm really gonna have to get furniture at some point. INT. MARK'S APARTMENT - MORNING A knock on the door. Mark opens it to find Linda standing outside, smiling and holding a newspaper. Linda shakes the newspaper. LINDA Ready to give me a hand? MARK Sure. Come in. Linda enters. INT. LIVING ROOM - MARK'S APARTMENT - DAY Linda and Mark sit at the table with the newspaper opened in the wanted ads section. MARK Let me get this straight. You want a job that doesn't require a college degree. LINDA Uh-huh.

22. MARK That gives you lots of free time. That doesn't tie you to a desk or counter for eight hours a day. LINDA Uh-huh. MARK And that pays well. LINDA Uh-huh. I'm in the land of make- believe, right? MARK Pretty much. I was going to suggest that you applied for Peter Pan's assistant. Linda hangs her head. LINDA I suppose I'll need a degree at some point. I mean, I know lots of stuff -- I could easily pass any chemistry, physics or math test you put in front of me -- but it's the going-to-class part that bugs me. It takes too much time. MARK How about an online course or something? LINDA Well, I'll think about it. MARK And -- you know -- if you need money... I don't have that much but -- LINDA No, I don't need money. I have a cousin. He's very protective. He told me I don't have to worry about money. I just want a job because -- you know -- I want to stand on my own two feet. I don't want to depend on him for the rest of my life.

23. MARK I can understand that. I have an aunt -- her name is Jenny. She's the one who took care of Tina and me when my parents died. Anyway, she's got this huge house just outside Midvale. I could stay there and save me a bundle of money on rent. But I'd rather live in my own apartment. So I understand perfectly how you feel. LINDA It feels good not to depend on anyone else, doesn't it? MARK Sure. They smile at each other. Then Mark turns to the newspaper lying on the table. MARK (CONT'D) Not much need for this one then. LINDA No. MARK Wanna watch TV for a while. LINDA Sure. They stand up and head for the couch. Mark turns on the TV. ON THE SCREEN we catch a news report. As the ANCHORMAN speaks, a sign that reads "vote for Bruce Thornton" is superimposed next to him. ANCHORMAN (ON TV) -- latest polls have Thornton leading by six points despite being an unknown with no track record and only a handful of public appearances. How can he do that? Analysts pin his success to a brilliant ad campaign -- Mark aims the remote at the TV. LINDA No, leave it there.

24. The TV shows Thornton's ad. The same one we saw at the electronics store. A simple sign that says "Vote for Bruce Thornton, the next governor of Illinois." VOICE (ON TV) (matter-of-fact) You will vote for Bruce Thornton. He will be your next governor. We HEAR the high-pitch chirping sound again during the ad. Mark looks completely hypnotized by the sound. Then the Anchorman returns to the screen and Mark snaps out of it. Linda looks at Mark, then turns to the TV. ANCHORMAN (ON TV) -- and it isn't just Thornton who's having success with that kind of simple, to-the-point campaign. Candidates all over the country -- Linda grabs the remote from Mark and turns off the TV. MARK I thought you wanted -- LINDA Who're you going to vote for? MARK Excuse me? LINDA Governor. Who's your favorite? MARK Bruce Thornton of course. LINDA Why? MARK (beat) What do you mean why? LINDA Why are you going to vote for him? MARK I don't know. He looks honest.

25. LINDA Is he a conservative? A liberal? Do you know where he stands on the issues? MARK I don't know. What's with all the questions, anyway? LINDA I'm just curious. Mark frowns at Linda. He doesn't know what's got into her. MARK (beat) So... do you want to grab a bite or something? LINDA Sorry. Can't. I got to do something first. EXT. THORNTON HEADQUARTERS - DAY A small one-story building that looks as if about to fall apart. A large sign outside reads: "Bruce Thornton for governor." Linda eyes the sign for a moment, then enters. INT. THORNTON HEADQUARTERS The inside is as empty as Linda's apartment, maybe even more. No furniture, no people, not even cockroaches. Linda takes a few tentative steps inside. LINDA Hello. She uses her X-ray vision to see through the walls and into the various offices. Everything seems empty as well, except for one office, where a well-dressed man in his forties stands, as if staring at the wall. The man is DYLAN. He seems to snap out of it and leaves the office, walking into the lobby where Linda stands. He has a friendly smile when he approaches Linda. DYLAN Hello, young lady. My name is Dylan Fairbanks, I'm the press director for Bruce Thornton.

26. LINDA Hi. Linda Danvers. What happened here? Did you get robbed? DYLAN Oh no. It's just that we're not the kind of party that likes to throw money around in frivolous things. LINDA Like furniture? DYLAN (chuckles) Exactly. Actually, we have a very tight budget. So how can I help you, young lady. And let me first say that it's refreshing to see young people interested in politics. Assuming, of course, that you came here as a result of your interest in politics rather than just searching for a bathroom. LINDA It's politics. I just wanted to tell Mr. Thornton how impressed I am with him. I really think he should be our next governor. There's no one else I'd even dream of voting for. DYLAN Well, I'm sure Bruce will love to hear that. LINDA Where is he, by the way? DYLAN In Chicago. A speech, of course. He's great at them. You should hear him some time. LINDA I'd love to. When is he coming to Midvale? DYLAN Next Friday. He'll give a speech at the old Hillshire Theater. Down at Rochester and Fifth.

27. LINDA Great, I'll be there. And by the way, I really want to contribute to his campaign. I really want to make sure everyone hears his message. DYLAN You're looking for a job, right? LINDA Well, as a matter of fact... DYLAN Sorry, but as you can see, we can't even afford furniture, let alone a staff. LINDA Oh, but I want to be a volunteer. You don't have to pay me. I really want to work with Mr. Thornton. Especially on the ad campaigns. They're so great. I studied advertisement, you know. I'm sure I can contribute. Not that you really need any help. They're wonderful. Linda eyes Dylan with scrutinizing eyes. She's looking for his reaction. He doesn't miss a step. DYLAN They're great ads, aren't they? Really get the point across. He looks at his watch. DYLAN (CONT'D) Well, I'm sorry, but I have an appointment in two hours, and it's across town, so if you don't mind. I really don't want to be late for it. He heads for the exit. He speaks as he walks out. DYLAN (CONT'D) Please, close the door when you leave. Don't bother locking it though. Linda stares after Dylan for a moment, then she turns to the empty offices. There's nothing there.

28. INT. LINDA'S APARTMENT - DAY Linda enters the apartment carrying three boxes. One has a 13-inch TV. The second, a VCR. And the third, a phone. She places the boxes in the middle of the empty living room. MONTAGE 1. Linda hooks up the TV, VCR and phone. 2. Linda makes phone calls. LINDA (to phone) Hi, is this KPRY News? (beat) I was wondering if there's a way you could send me a copy of a certain political ad. (beat) Yes, for research I'm doing. (beat) Yeah. A college thing. 3. Linda watches a tape on the VCR. It shows Thornton's ad. We hear the hypnotic sound as it plays. Lying next to the TV are a dozen more tapes. 4. Linda watches another tape. It's identical to Thornton's ad, but with a different name and a different state. It's an ad for another member of Thornton's party. We hear the hypnotic sound too. END MONTAGE Linda stares at the TV, which shows the frozen last frame of Thornton's ad. LINDA Great. Only two weeks in Midvale and I already have to deal with evil politicians brainwashing people into voting for them. She sighs. LINDA (CONT'D) At least it's not alien monsters trying to take over the world. INT. POLICE STATION - DAY A busy police station. Cops drag criminals to and fro. People complain about crimes committed against them. And all that.

29. Dylan sorts his way through the many people moving throughout the station until he reaches the front desk. DYLAN My name is Dylan Fairbanks, I'm the press director for Bruce Thornton. The DESK OFFICER eyes Dylan for a long moment. Dylan smiles at him. DESK OFFICER And I care because...? DYLAN I have an appointment with the chief of police. A gentleman by the name of Douglas Mcrae, if I'm not mistaken. I'd like to speak with him. Right now if possible. DESK OFFICER Chief's busy. DYLAN I believe I have an appointment. DESK OFFICER I don't care about that. Chief won't care either. DYLAN Would you point me to his office? I think I can make him care. DESK OFFICER His office is at the back of that corridor over there. But he's just going to kick you out. DYLAN He won't. Believe me. INT. CHIEF'S OFFICE Chief Mcrae sits behind his desk, doing some paperwork. Dylan enters the office. Mcrae raises his eyes and glares at him. CHIEF MCRAE Get the hell out of my office. Dylan closes the door and turns to Mcrae, smiling.

30. CHIEF MCRAE (CONT'D) I said, get the hell -- Then we hear the same hypnotic sound we heard on the TV ad. Mcrae's glare fades away. He looks hypnotized. We don't know where the noise is coming from and Dylan isn't carrying anything that looks capable of producing it. Dylan sits in front of Mcrae. DYLAN Chief, I need a favor from you. I need a list of all the weapons you have here. And I mean all of them. The ones you use. The ones you've confiscated. The ones in the evidence room. Everything. You'll help me, won't you? CHIEF MCRAE (beat) Yes. Of course. INT. WEAPONS LOCKER - POLICE STATION - NIGHT Dylan and Chief McRae stand next a large armory full of shotguns. McRae looks hypnotized as he holds a shotgun for Dylan to check. We can hear the hypnotic sound here too. A couple of police officers stand in the distance, apparently hypnotized as well. CHIEF MCRAE This is our standard-issue shotgun. DYLAN It shoots bullets, doesn't it? CHIEF MCRAE Pellets. It shoots pellets. Lethal at short range. Fairly accurate at long range. DYLAN Pellets are tiny little bullets, aren't they? CHIEF MCRAE Yes. Dylan takes the shotgun from McRae, and regards it for a moment, apparently not knowing which end to hold. Then he gives it back. DYLAN Any laser weapons?

31. CHIEF MCRAE Laser weapons? No. DYLAN Plasma weapons would be out of the question too, I suppose. CHIEF MCRAE Plasma? DYLAN Never mind. Do you have anything other than concussion weapons? CHIEF MCRAE We got tear gas. DYLAN No, I need something that can penetrate a D-grade force field. CHIEF MCRAE A force field? DYLAN Long story. (beat, thinks) You guys have at least discovered nuclear weapons, haven't you? CHIEF MCRAE Yes. DYLAN Good for you. EXT. OUTDOORS CAFE - DAY Mark walks down a busy street and spots Linda sitting down at a table in an outdoors cafe. Linda is reading a book and has four others next to her on the table. All the books are about subliminal control. Mark walks to Linda's table, approaching it from behind. Linda doesn't seem to notice. MARK Hi, Linda. Linda is startled. She quickly closes the book and turns to Mark and smiles. LINDA Hi, Mark.

32. MARK You know, I've been to your apartment several times this week. LINDA Oh, I've been out a lot lately. I've been doing some research. Mark sits down opposite to Linda. MARK I see. He picks up one of Linda's books. Its title is "Introduction to subliminal mind control." MARK (CONT'D) Subliminal mind control? A light reading, I see. LINDA I got a sudden interest in psychology. No real reason. I was just bored one day. MARK Yeah, that's exactly what I do when I get bored. I read a psychology book. LINDA Look, I'm sorry I have been absent lately. It's just that -- I really need to do this research. I don't want to screw up. I want to be thorough. I want to... Don't mind me. It's that when I focus on something I... MARK I'm like that some times. But how about you take a short break so we can grab a bite. Maybe watch a movie tonight. LINDA (smiles) Yeah, a movie will be great. I need to take my mind off a few things. MARK Great.

33. EXT. STREET Dylan walks down the street, a block away from the outdoors cafe where Linda and Mark talk. He talks on his cell phone as he walks. DYLAN (to phone) These guys are still in the stone age. They don't even have plasma weapons. VOICE (O.S.) (on phone) They have nuclear weapons. DYLAN (to phone) The smallest one will blow up a whole city. Believe me, they're no use. A block away from Dylan, a BMW runs a red light and smashes into a small foreign car, sending both spinning into the sidewalk. The foreign car ends up trapped between the BMW and the wall of a building. It catches on fire. Dylan stops walking, eyeing the scene curiously. Everyone else in the street turns to the crash, including Mark. VOICE (O.S.) (on phone) What about tanks? The woman inside the foreign car begins to scream. She can't open the door. DYLAN (to hone) I thought about that. They're strong enough, but too slow. Airplanes are no use either. They'd spot them ten miles away. Linda takes advantage of the distraction and disappears inside the cafe, unnoticed by everyone who is too busy staring at the crash. A second later Supergirl appears on the scene. She quickly uses her superbreath to put out the fire, then she lifts the BMW out of the way, pulls off the foreign car's door and gently lifts the woman out of the car.

34. VOICE (O.S.) (on phone) Perhaps we should expand our definition of "weapon." Dylan eyes Supergirl for a moment before he speaks. DYLAN (to phone) I think I know exactly what you mean. Do you really think you can use her? VOICE (O.S.) (on phone) That's not the problem, is it? The problem is whether or not she would be useful. DYLAN (to phone) From what I've seen so far, she might be. Make sure you watch the news tonight. I have an idea. Dylan hangs up. A large bus is coming to a bus stop next to where Dylan stands. He signals the bus and it stops. Dylan climbs it. INT. BUS Dylan is all smiles as he stands next to the driver. We hear the hypnotic sound. DYLAN Would you mind doing me a favor? BUS DRIVER Sure. DYLAN Do you see that school over there? Dylan points outside the window. DYLAN (CONT'D) Would you be so kind as to smash this bus into it? At full speed, of course. But make as much noise as you can. Will you do that? BUS DRIVER Sure. Dylan steps out of the bus.

35. The Bus Driver steps on it and begins to frantically blow the bus' horn. EXT. STREET Supergirl still stands next to the woman she just rescued. She hears the hypnotic sound and tries to locate its source, with no success. Some people stand around her, congratulating her and asking her questions and autographs. She's not listening to them. Then we hear the bus' horn. Supergirl turns to it and sees the bus going at full speed, heading for a small school. A dozen children stand in front of the school, waiting for their parents to come and pick them up. Supergirl takes off after the bus. We see Dylan stare at her, then he crosses the street and signals another bus, going the other way. Supergirl catches up to the first bus and sees the Bus Driver, looking hypnotized and apparently unaware of what he's doing. She grabs the bus and tries to stop it. The Bus Driver continues with his foot on the accelerator. The bus quickly slows down, its wheels spinning in place. The metal begins to bend where Supergirl is holding it. Then she kicks the front of the bus, smashing its motor. The wheels stop moving, but the Bus Driver doesn't seem to notice any of this. Supergirl flies next to his window and knocks on it. No reaction. Then she claps her hands together, and the Bus Driver seems to wake up. Then we hear the hypnotic sound again. Supergirl turns around, but she can't locate it. A moment later we hear another bus stepping on the gas. The bus is headed straight for the outdoors cafe where Mark still stands, gawking at Supergirl, like everyone around him. The bus heads straight for Mark at full speed. He sees it when it's only a dozen yards away and covers his head with his arms while he screams in terror. Supergirl comes at the last second and lifts the bus over her head, saving him.

36. Mark is still frozen in place, covering his head (he didn't notice Supergirl). She eyes him curiously for several seconds, still holding the bus over her head with one hand; the bus' wheels still spinning at full speed. She smiles. SUPERGIRL You can look now. You're safe. Mark slowly turns around, peeking at the scene with one eye. He sees Supergirl holding the bus, lets out a sigh of relief and falls to his hands and knees, panting heavily. The bus' wheels continue to turn as the driver is still hypnotized and still stepping on the gas. Supergirl uses her heat vision to melt the motor, then she puts down the bus and flies up to the driver's window, claps her hands (waking up the driver) then lands next to Mark, who's still panting like an old dog. She eyes him for a couple of seconds before she speaks. SUPERGIRL (CONT'D) Do you want me to take you to a hospital? He pants for a few seconds before speaking, not turning to her yet. MARK I'm okay.... it's that... I actually... saw my life flashing before my eyes... thank you. SUPERGIRL My pleasure. Sure you don't need a hospital? MARK No need.... thanks.... SUPERGIRL Just take deep breaths. Try to relax. MARK Funny thing... I saw my life flashing and everything.... all I could think about... was that I'm out of milk. Supergirl stares at him for a moment, then chuckles. Mark stops panting instantly. He recognized her laughter. He turns to her and eyes her for a long moment.

37. She looks uncomfortable. Does he know who she is? She folds her arms across her chest, trying to look tough and defiant and as unlike Linda as possible. When she speaks, she tries to disguise her voice a bit. SUPERGIRL Well, you're okay. Just stay out of the bus' way from now on. She takes off. He stares at her as she disappears. INT. MARK'S APARTMENT - NIGHT Linda and Mark sit on his couch, watching TV. He has the remote and quickly flips through the channels. He stops the flipping when he finds an action movie. ON THE TV a large bus comes rushing toward the screen. Mark covers his head and screams comically. He's not scared, he's just trying to be funny. Linda laughs. MARK Damn. I'm going to be traumatized for the rest of my life. LINDA Are you going to keep doing that every time we see a bus? MARK So long as it makes you laugh. She smiles at him. Then his expression turns serious. He looks at her for a long moment. MARK (CONT'D) Come to think of it. I don't remember if I said thank you. LINDA What do you mean? MARK The bus. Well, in case I didn't before -- thank you. She frowns.

38. LINDA I don't know what you're talking about. MARK Look, Linda, I understand if you don't want to tell me about it. But... I recognized your laughter. She looks at him for a long moment, not really knowing what to say. LINDA Mark, I really don't know what you're talking about. MARK It's okay. Never mind then. Maybe I'm just being crazy. LINDA Well, you are being crazy. The mood takes a turn for the awkward. They both turn to the TV, trying very hard not to glance at each other. Linda looks increasingly troubled by her thoughts. MARK Sorry. I... I know you wouldn't lie to me. Linda winces and stares at Mark for a long moment. Then she stands up from the couch. LINDA You had to put it that way. MARK I'm sorry. I didn't mean anything wrong... I... LINDA I need to think about something, okay. I'm not mad at you. I just need... She turns around and storms out of his apartment. He stares at the door for a long moment, looking dejected. Then we hear a KNOCK. Mark opens the door and finds Linda waiting outside. MARK I'm sorry. I didn't mean to --

39. LINDA Shut up and listen. She enters the apartment, herds Mark back to the couch and motions him to sit down. LINDA (CONT'D) Don't speak, just listen. She paces as she speaks. LINDA (CONT'D) I really don't know what to do. I don't know how I really feel about you. I like you. You're a great friend. But I'm not sure there's anything else. And I don't know how you feel about me. I don't want to lie to you, but I don't know if I can trust you. And... I don't know.... I don't know anything. There's only one thing I know for sure.... She stops pacing and turns to him. Then she changes into Supergirl. SUPERGIRL You recognized my laughter. Mark gapes. SUPERGIRL (CONT'D) Of all the things you could've noticed. My eyes. My face. My body. My voice. It was my laughter that gave it away. I don't know what that means. Maybe it means that you love me. Maybe it means that I can trust you. Or maybe it just means I have a really odd laugh. I don't know. All I know is that I really don't want to lie to you. I want to believe that I can really trust you, because I really need someone I can trust. An awkward, long beat. MARK I... er... I don't know what to say. Well, other than you can trust me. She sits next to him.

40. SUPERGIRL I know, Mark. MARK And... thank you. She smiles. SUPERGIRL You did say thank you yesterday. You were panting like an old dog, but you still said it. MARK Well, thank you. Thank you. Thank you. Just in case. She chuckles. SUPERGIRL You're going to keep saying that, aren't you? MARK So long as it makes you laugh. They smile at each other. More relaxed now. HOURS LATER Supergirl and Mark sit at the kitchen table. MARK I'm almost getting used to seeing you blond. SUPERGIRL If you want me to change to Linda. MARK No, it's okay. I mean, this is the real you, right? SUPERGIRL Yes. I'm a natural blonde. MARK You look great as a brunette, too. SUPERGIRL Thanks. The eye each other for a long moment. Then they both chuckle.

41. MARK I'm sorry I'm being so awkward, it's just that... SUPERGIRL Yeah, I know. It's sort of a shock. MARK I thought I knew you. I mean, Linda. But... SUPERGIRL Come on. Go ahead. Ask me anything you want. MARK Really? SUPERGIRL Yes. MARK I don't want to pry. SUPERGIRL It's okay. You already know my secret ID. I really don't have many other secrets. MARK Well... you're an alien, right? Like Superman. SUPERGIRL Yes. I come from Krypton too. My name is Kara. And Superman is my cousin, but I'm not really like him at all. MARK (smiles) I noticed. SUPERGIRL I didn't mean that. It's that... I'm a Kryptonian. He's a human in a Kryptonian body. MARK What do you mean? SUPERGIRL He came here as a baby. He grew up with friends and a family. (MORE)

42. SUPERGIRL (CONT'D) For him, Krypton is just some fairy tale he heard about when he was a teenager. For me, Krypton was home. I was sixteen when it exploded. My family, my friends, everything I knew, everything I cared about disappeared along with Krypton. INT. ARGO SPACE COLONY - FLASHBACK A large corridor inside the space station. Through one of the viewing windows we can see a large planet. Krypton is convulsing and dying. We see gigantic explosions on the ground. Chunks of the planet get hurled all the way to outer space. Some chucks hit Argo and rock it violently. Kara, Alura and Zor-El rush to a large panel in the wall. Kara looks much younger here. Her hair is shorter. Zor-El punches a code on the panel and a large escape-pod unfolds from the wall. The hatch opens. There's enough space inside for two people. ZOR-EL Kara, get in. Zor-El continues punching buttons on the control panel, setting the pod's course. Kara looks inside the pod. KARA We can all fit inside. ALURA Too small. You go. KARA But you'll die here! ZOR-EL Go! KARA There's enough room! ALURA No, Kara. It can only sustain the life of one person. You go. KARA But --

43. Zor-El pushes Kara into the pod. The hatch closes. Kara starts to cry but we can't hear anything because the pod is airtight. He presses a button on the panel and the pod shoots into space. EXT. OUTER SPACE The pod comes flying away from Argo. Through the window, we see Alura and Zor-El, holding hands and looking at the pod. Then a large meteorite strikes against the window, causing an explosion. INT. MARK'S APARTMENT - RESUMING Supergirl looks teary-eyed. SUPERGIRL There was enough room for two in the escape-pod. My mother could have come with me. But... I don't know. I always thought she didn't come with me because she didn't want my father to die alone. They loved each other, you know. The last image I have of them is when a chunk from Krypton hit Argo, killing them. She hangs her head. He reaches for her, about to put his hand on her shoulder. He hesitates, but decided to do it. He caresses her shoulder soothingly. She smiles at him. Then rests her face against his hand for a moment. SUPERGIRL (CONT'D) This is the first time I've told that story to anyone else. MARK Well... I'm honored. (beat) Are you okay? SUPERGIRL Yes. I'm not... over it. But I'm sufficiently over it that I can think about it without bursting into tears. Thanks for listening.

44. MARK My pleasure. (beat) You mean you never told this to Superman? SUPERGIRL I can't really talk to him. He doesn't want me to be Supergirl. He thinks it's too dangerous. He says I'm too young and inexperienced to deal with it. MARK For the record. I think he's wrong. She looks both angry and about to burst into tears. SUPERGIRL I hate it, you know. He's so overprotecting. I can't talk to him because I don't want to look weak in front of him because he'll just say, "see, I told you, you're too young to deal with it." And I don't want to give him a reason to say it. She stands up. She speaks mostly to herself. SUPERGIRL (CONT'D) He says he understands how I feel, but he doesn't! He has no idea how I feel. One second, my life was perfect and my greatest concern was whether or not my parents were going to give me what I wanted for my sixteenth birthday. And the next second everything goes crazy. Everyone I know dies, and I get hurled into this strange, dangerous planet that I knew nothing about. Kal-El doesn't know how that feels. He never had to watch his parents die. He never had to feel guilty for not dying like all his friends. So don't you tell me you know how I feel! Don't you tell me I'm too young to be Supergirl! Don't you dare expect me to stay home, baking cookies while the only person I have left in the entire universe is out there, risking his life every day! Don't you --

45. She stops in mid-sentence. Angry and almost crying. She turns to Mark, sighs and tries to smile. SUPERGIRL (CONT'D) I should be saying that to him, right? MARK Probably. She chuckles and sits down. SUPERGIRL It felt so good to finally get that one off my chest. MARK I'm glad you trust me enough to share it with me. And, you know, whenever you need to talk to someone. I'm here for you, okay. She smiles at him. Then she leans closer and kisses him on the lips. Mark is surprised for a moment, but then kisses her too. When they break away, they're both smiling sweetly. SUPERGIRL Don't misinterpret that. I just thought you deserved it. MARK Well, thanks. They eye each other for a long moment. Then Mark begins to chuckle. MARK (CONT'D) Sorry. It just downed on me. I kissed Supergirl. SUPERGIRL The highlight of your week, I hope. MARK The highlight of my life, more like it. They chuckle. MARK (CONT'D) So, if there's anything else you want to get off your chest...

46. SUPERGIRL You're hoping I'll kiss you again, aren't you? MARK The thought crossed my mind. SUPERGIRL Actually, I've been worried about something lately. This Thornton guy. The one running for governor. He's using subliminal mind control in his ads. MARK Are you kidding me? SUPERGIRL No. And not just him. All the members of his party are doing the same. They use some kind of hypnotic sound in their ads. MARK And what are you going to do about it? SUPERGIRL I've been trying to gather evidence. I got the tapes of their ads. I'll send them to a friend who knows about electronics, so she can get some hard evidence that the sound is there and what it does. MARK And then you'll kick Thornton's butt, I hope. SUPERGIRL I can't just kick people's butt without evidence. Or even with evidence. I'm not a vigilante. I need to do this by the book. Tomorrow, Thornton will give a speech at the Hillshire Theater. I'll go check it out and see what I can find out from him. EXT. THEATER - AFTERNOON An old theater squatting between to large stores. A large sign reads: "Meet Bruce Thornton, your next governor."

47. INT. THEATER About a thousand people sit in the theater. Most of them carry some form or another of advertisement for the Thornton campaign. Linda sits near the back. A moment later, Dylan appears at the stage. He carries no microphone and there doesn't seem to be any speakers around, but his voice carries like it was coming from a bullhorn. The hypnotic noise plays again. DYLAN Good evening ladies and gentlemen. Linda notices the noise. It's coming directly from him. She scans him with her X-ray vision, but Dylan's body appears perfectly normal. DYLAN (CONT'D) Under normal circumstances, there'd be a big band here playing a really catchy tune, and there'd be balloons everywhere and all that stuff, and Bruce would come out here and give you a really clever, touching speech like you haven't heard before. But these aren't normal circumstances. (looking at Linda) Supergirl is here. Linda turns around, trying to see if everyone noticed that. Everyone is staring at Dylan, unblinking and hypnotized. It wasn't difficult to pick her out in this crowd. DYLAN (CONT'D) And I'm sure she came to have a long chat with out future governor, so let's make this short and sweet -- vote for Thornton. Now go home. Be good people and all that stuff. Everyone stands up and heads for the exit. Linda stands up as well. Dylan is looking right at her. He motions her to come close. DYLAN (CONT'D) Don't worry, they won't remember any of this. Now please, come. We need to talk.

48. Linda looks very angry. She changes into Supergirl and rushes toward the stage at superspeed. She lifts Dylan up by his neck. SUPERGIRL Who are you and how are you doing this? THORNTON (O.S.) Violence is unnecessary, Supergirl. Supergirl turns to BRUCE THORNTON, who stands at the edge of the stage. Mid-forties. Cool. Confident. His eyes denote intelligence well beyond normal parameters. She lowers Dylan, and heads for Thornton. THORNTON (CONT'D) But where are my manners? Let me introduce myself. I am Bruce Thornton, the next governor of Illinois. SUPERGIRL No, you're not. Now tell me: what do you want? THORNTON To be the next governor, of course. But it isn't so much a desire as a result of programming. You see, Dylan and I are robots. Supergirl scans him with her X-ray vision. He looks as normal as Dylan. THORNTON (CONT'D) Your X-ray vision won't do you any good. We're designed to mimic a human body in every possible way. I could pass a blood test. Even a DNA test. SUPERGIRL How do you do it? THORNTON I'm not so much a robot as a collection of them. Trillions of them. Nanobots. As small as a human cell and capable of doing anything a human cell can do, including the production of actual human blood.

49. DYLAN We're very advanced. SUPERGIRL What do you want? THORNTON I believe I already answered that question. SUPERGIRL You haven't. THORNTON I see. You mean what do I want to accomplish by becoming the next governor of Illinois. The truth is that I don't know. SUPERGIRL How can you not know? THORNTON I'm programmed to become the governor. My programming doesn't extend further than that. I presume I will receive further programming once I become the governor. SUPERGIRL Who created you? THORNTON That is a better question. I was created by a race of scientists who call themselves Erkines. And to answer your next question: no, they have no intentions of conquering Earth or anything of the sort. Their intentions are to help the people on Earth. SUPERGIRL By taking over their government? THORNTON Not taking over as such. The sound we use to hypnotize humans only affects a third of them. We could never win an election just by that. If we're easily leading the polls is because humans find our message acceptable.

50. SUPERGIRL Anyway, I don't care what your reasons are or what you're trying to do or how nice and wholesome you think you are. You're going to stop doing it right now. And then I'm going to have a chat with your creators to make sure they never do it again. Thornton smiles. The following line isn't intended as a threat. THORNTON I'm afraid that is not possible. Supergirl glares at him menacingly. She walks to him in a slow, measured pace. She's as intimidating as can be. SUPERGIRL You ARE going to stop it right now. He looks at her with unflinching eyes. He's not being defiant, or trying to look unimpressed. He just looks like a robot that isn't programmed to react to this kind of stimulus. THORNTON It is not possible to threaten me, Supergirl. I am a robot. I feel no fear. Even the possibility of being destroyed doesn't affect me. Please, understand that I wasn't trying to defy you a moment ago. I was merely trying to be informative. I am programmed to become the next governor, only a change in programming can alter my behavior. Supergirl stops. She folds her arms, still looking intimidating, but half-convinced that she needs a more subtle approach to deal with this. SUPERGIRL Where are your creators? THORNTON I don't know. They move around the country. I don't know where they are right now, but I do know where they will be tomorrow at eight am: the base of the hill six miles northeast of Midvale. I will communicate with them to let them know you'll be visiting them. (MORE)

51. THORNTON (CONT'D) I'm sure they will be more than willing to answer all your questions to your satisfaction. She thinks about it for a moment. SUPERGIRL Tomorrow morning? THORNTON Exactly. She looks doubtful. THORNTON (CONT'D) I see. You presume that there will be some kind of ambush waiting for you. SUPERGIRL The thought crossed my mind. THORNTON I assure you our intentions aren't hostile. SUPERGIRL And how am I supposed to know that? THORNTON Think about it rationally. My creators have the capacity to create robots that can perfectly mimic a human being to the point of passing a DNA test. If their intentions were to take over the planet, don't you think it would've been easier to just replace the current leaders of the world with robots, rather than creating candidates and going through an election process? You should at least give my creators the benefit of the doubt. She still doesn't buy it. THORNTON (CONT'D) Let me put it in a different way. Your desire now is to meet with my creators. (MORE)

52. THORNTON (CONT'D) And regardless of whether or not you believe their intentions to be hostile, the one certainty is that tomorrow morning at eight am, you will have a chance to meet them at the base of the hill six miles northeast of Midvale. Which is what you desire. SUPERGIRL I'll be there tomorrow. But don't think I'm going to let you two just walk away from here. THORNTON What do you propose to do? Taking us to jail would be pointless as well as destroying us. I urge you to think about it. We have not demonstrated hostility toward you or any humans. Why would you assume our intentions are to harm anyone? Do you assume that because my creators come from a different planet it means they are evil? SUPERGIRL You know I'm not an Earthling. You're just trying to play me with that. THORNTON No. I'm merely making a valid point. There are indeed many beings in this universe who desire to conquer other planets and enslave other beings. But there are others -- like you -- who desire to help. Why would you presume that my creators belong on the first group rather than the second? She thinks about it for a moment. SUPERGIRL If you only want to help others? Why didn't you just come and talk instead of going through all this trouble?

53. THORNTON (smiles) An excellent question. Make sure it's the first one you ask my creators when you meet them tomorrow morning. INT. MARK'S APARTMENT - NIGHT Mark stands in front of the open front door. Linda stands outside. She looks pensive and troubled. LINDA Can we talk for a moment? MARK (smiles) Sure. Come in. Linda walks in. Mark leans to her, as if to kiss her hello, but she brushes past him. He looks disappointed and hurt. He closes the door. When he turns around, Supergirl stands in front of him. SUPERGIRL I'm not sure I did the right thing. MARK What do you mean? SUPERGIRL Thornton. I just... let him go. MARK Well, until you have some hard evidence -- SUPERGIRL Oh, no. This goes well beyond politicians using subliminal control. Thornton is a robot created by some alien scientists. He says they're not trying to take over the world and I believed him. Mark motions to the living room table. MARK Let's talk. Do you want something to drink -- Supergirl sits down.

54. SUPERGIRL He knows who I am too. He knows I'm Linda. (beat) That was really stupid. I told him my real name. I should've made up a name or something. (beat) And then I just let him go. Mark sits down across from her. He has no idea what to say. SUPERGIRL (CONT'D) Do you think I did the right thing? MARK I have no idea. SUPERGIRL He made sense. If they really wanted to do harm, they could've done it a million different ways. Why would they create candidates for an election? And I'm sure he knew I was going to the Hillshire speech. If he was planning to ambush me, he could've done it there, where there'd be a lot of potential hostages. Why wait till tomorrow? So... I... Mark just stares at her, trying to look sympathetic. SUPERGIRL (CONT'D) He seemed so rational... I hate second-guessing myself. I hate not knowing if I did the right thing. I hate it. But I'm not sure. MARK You don't know everything. SUPERGIRL I don't. I have no real training or experience. I'm working on instincts here. But I'm not sure I can trust my instincts. What if I'm wrong? MARK Don't do this to yourself. You're doing great.

55. SUPERGIRL But what if I'm wrong? Millions might die if I make the wrong choice. I don't think I could live with that. MARK And millions will be saved every time you make the right choice. SUPERGIRL (beat) It's so much responsibility. I don't know if I can handle it. MARK You can. You're smart. You're extremely capable. You can deal with this Thornton guy and a thousand like him. No problem. She stares at him for a moment, then smiles. She looks more self-assured now. SUPERGIRL Thanks. I really needed to hear that. (beat) I'm not really this insecure, you know. It's just that... I'm new at this. And it's hard to cope with your own imperfections when so many lives depend on you never being wrong. MARK It's not like I can say that I know how that feels, but... She stands up. SUPERGIRL I knew I made the right choice coming here. It feels so good to have someone to talk to. Thank you. MARK Any time. She gives him a friendly peck on the cheek and leaves the apartment flying through the balcony. Mark stares at the balcony for a long moment, not sure if that was a let's-just-be-friends speech.

56. EXT. HILL - DAY Supergirl lands in the middle of a small valley at the skirt of the hill. She looks around, trying to find any spacecraft or anything out of the ordinary, but finds nothing. INT. CONTROL ROOM - SPACECRAFT The small, cramped control room of the Erkine spacecraft. There are six Erkines here. Three Merkis and three Karias. The three Karias are VERSIM, tall, arrogant, and his two AIDES. The Aides never speak in the movie. The three wear rather flashy, military-type clothes. The three Merkis are SISKAR, clearly the elder of them. CERELIA, a female, and ERNAL, the youngest male in the group. The three wear plain white robes. A bit of background is necessary to understand this scene. About ten thousand years ago, the Erkines separated into two cultures -- the Merkis and the Karias. The Merkis were the "thinkers" (scientists, artists, philosophers, etc.) while the Karias were the "Doers" (Military men, landowners, politicians, etc.). This cultural separation eventually evolved into two different races with two different sociopolitical structures. The Karias have a militaristic, hierarchical society divided into "rungs" where the members of each rung have absolute power over the members of every inferior rung. Quite literally, subordinates are slaves to their superiors. The Merkis have a democratic society where the all members are considered equal and all decisions are taken by vote. The Merkis are divided into three sub-cultures (or sub- races): Philosophers, Artists and Rationalists. Philosophers (like Siskar) are taller and more talkative and amicable. Artists (like Ernal) are creative and highly emotional. And Rationalists (like Cerelia) are essentially Vulcans with a small difference: they don't repress their emotions; they rationalize them and treat them like they were a part of the universe as opposed to a part of their bodies. So if a great danger appears, a Vulcan would repress his fear while a Rationalist would say something like: "my body is experiencing fear. How interesting." The three Merkis sit at the controls, while Versim stands a few steps behind them. His Aides stand three steps behind him. Their heads lowered. They can't speak unless spoken to, they can't look at Versim in the eyes, they can't sit while he stands and their heads can't be higher than his (unless he's sitting).

57. A monitor shows Supergirl standing on the hill. Another screen shows a blueprint-like view of the spacecraft, with a red dot a few inches outside the ship and six green dots at the head of it. VERSIM What does it want? SISKAR Difficult to guess without asking. Supergirl looks around. She's clearly getting impatient. VERSIM It seems hostile. SISKAR It seems nervous. VERSIM Raise the shields. CERELIA It is not human. The energy readings are off the charts. VERSIM More reasons to raise the shields. Cerelia turns to Siskar. He nods, so she pushes a lever in the panel, moving it to about half power. EXT. HILL We hear a BUZZING NOISE increase in pitch and volume. Supergirl turns around toward the source of the noise. She sees nothing unusual, only the forest far in the distance. But then she notices something. One of the threes looks odd. She takes a step to her right and the three looks normal, but another three next to it looks odd. She frowns and walks forward. A moment later she passes the cloaking field covering the ship. And the ship becomes visible. The ship is gigantic. The size of four warehouses placed one after the other. Its design is relatively simple and seems to posses no weapons. Supergirl takes several more steps and then she smashes into the force field.

58. INT. CONTROL ROOM We see Supergirl on the screen, poking at the force field. She stares at the ship for a moment, as if waiting for something. SUPERGIRL (ON SCREEN) Are you going to let me in or what? VERSIM Shields at full power. SISKAR It seems that it just wants to talk. Perhaps we should comply. It might prove interesting. VERSIM Shields at full power. CERELIA It is not human. According to my reading it might be powerful enough to destroy the shields. VERSIM I am the military commander on this mission and this is a military situation. You'll do as I say. Shields at full power. Cerelia pushes the lever to the maximum. EXT. HILL The buzzing sound increases in pitch and volume. The force field shines a bright blue. SUPERGIRL So that's how you want to do this. She punches the force field. INT. CONTROL ROOM We see Supergirl on the screen punching the force field several times. Each time the ship rocks as during a small earthquake. VERSIM How can it do that?

59. CERELIA I believe I mentioned it is not human. (beat, another shake) Shield generator overloading. It will blow up if we don't disengage it. VERSIM Divert all power to the shield generator. Cerelia pushes some buttons. The screen with the blueprint- like view of the ship shows an increase on the force field's power. Supergirl takes a couple of steps back, just for impulse, then lands a massive punch on the field. The ship rocks, and the force field shatters. Sparks fly from some of the panels. CERELIA Shields down. Shield generator damaged. Repair time: six hours, twenty-two minutes. On the screen, we see Supergirl heading for the ship's doors. SISKAR I believe this might be a good time to try to communicate with it. (to Versim) Any objections? VERSIM We have no weapons. SISKAR Exactly. (to Cerelia) Open the door. Let's try to look friendly from now on. Siskar heads for the door of the control room. INT. STORAGE 1 - SHIP This is a cargo ship, and 95% of its space is intended for storage. The ship has three large storage compartments, each the size of a warehouse. The control room lies at the front of the ship and the engines and generators at the back.

60. Storage 1 is completely empty. There are two large sliding doors on each side (leading to the outside), a door at the front (leading to the control room), another one at the back (leading to the next storage area), and a railing system on the ceiling (so a tractor beam can move freely). One of the doors on the left opens and Supergirl walks tentatively into the ship. Then the door leading to the control room opens and the six aliens walk out. (The door remains open.) Siskar walks at the head of them, trying to look as friendly and non-threatening as possible. Supergirl turns to them, she folds her arms and glares defiantly at them. SUPERGIRL Why didn't you let me in? Siskar ignores her comment. SISKAR Greetings. I am Siskar of the planet Erkine. We come in peace. SUPERGIRL (sternly) Why didn't you let me in? Thornton said you'd be waiting for me. SISKAR We come from a galaxy far away -- SUPERGIRL Well, so do I. Big deal. Now start answering my questions. Why didn't you let me in? SISKAR (beat) We saw no reason to do so. SUPERGIRL Thornton said you'd be waiting for me. SISKAR Thornton? What does the word mean? SUPERGIRL Thornton is the name of the robot running for governor of Illinois. He told me you'd be more than glad to explain everything to me. Cerelia takes a step toward Siskar and whispers in his ear.

61. CERELIA It refers to one of the Infiltrators. SUPERGIRL It? Cerelia is taken aback. She didn't expect Supergirl to hear her. SISKAR We have not received any communications from the Infiltrators. SUPERGIRL Never mind that. You're going to be explaining everything anyway. Why are you brainwashing people into voting for your robots? SISKAR We have no intentions of taking over this planet, if that's what you are thinking. SUPERGIRL So why are you doing it? SISKAR Our intention is merely to help earthlings with their problems. As I'm sure you have noticed this planet has great problems. There are wars, poverty, hunger, corruption -- SUPERGIRL Yes. And one of the greatest problems is that too many people think that their own personal view of how things should be done is so much better than everyone else's that they have the right to impose it on them by force. SISKAR Exactly. Supergirl stares at Siskar for a moment. He obviously didn't get it. Cerelia looks back at the control room. (The door is sill open so we can see inside.) Something calls her attention. There's a light flashing in one of the screens. She walks to the control room.

62. SUPERGIRL Look. I don't care what you think. I don't care who you are or what you're trying to do. I don't even care if you're the Mother Theresa of Alpha Centauri. You're going to stop all this nonsense with your robots right now. So you have good ideas on how we can solve all of Earth's problems? Great. Write a book, make an infomercial or something. But don't brainwash people into electing you their supreme leader, okay? SISKAR You seem unaware of how great Earth's problems are. Cerelia comes back. SUPERGIRL I AM aware of those problems. I deal with them every day -- CERELIA There has been a breach. VERSIM Of course. We're talking to it. CERELIA Not that one. Another one. A breach on Storage 3. The six aliens turn to Cerelia, completely ignoring Supergirl. SISKAR Anything missing. CERELIA I started an inventory. The aliens walk back to the control room. SUPERGIRL Hey! Supergirl follows them. INT. CONTROL ROOM Ernal and Cerelia sit at their respective positions. The others stand. Supergirl comes in a moment later.

63. ERNAL Inventory complete. We're missing a tractor beam, a Builder and twenty tons of alloys. SISKAR What happened to them? CERELIA There is no trace of the perpetrator. SUPERGIRL We're not done talking about the robots. Versim turns to Supergirl. He glares at her, trying to look tough and menacing, and almost makes her chuckle. VERSIM Why do you steal from us? SUPERGIRL I didn't steal anything from you. But I'm about to beat you up if you don't stop ignoring me. CERELIA It was an Infiltrator, not a human. ERNAL How do you know? There is no trace. CERELIA A human would have left a trace. VERSIM Why would an Infiltrator steal from us? SUPERGIRL Why would an Infiltrator tell me that you'd be expecting me? The Merkis look at each other. A silent conference of sorts. SISKAR Communicate with the Infiltrators. I want a location report. Ernal and Cerelia get busy at the controls. Some of the screens change. One shows a map of the US. Little dots begin to appear on it. A moment later, the whole map is littered with dots. Two dots are blinking near the Midvale area.

64. CERELIA Two Infiltrators are not reporting their location. Nineteen and fifteen. SISKAR Last known location? ERNAL (beat) Midvale. SISKAR We're obviously dealing with a malfunction of some sort. Initiate self-destruction request on all the Infiltrators. SUPERGIRL Excuse me? You're going to blow up a whole bunch of politicians? What if there's a human nearby? SISKAR It is a request, not a command. The Infiltrator will gather all evidence of its existence, find a secluded place and disintegrate itself. SUPERGIRL So you're going to ask a malfunctioning robot -- who has lied and stolen from you -- to be kind enough to disintegrate itself? Am I correct? SISKAR Indeed. Cerelia pushes some buttons, and the dots on the US map begin to disappear. A moment later, all but two are gone. The two in the Midvale area which were blinking before. Supergirl stares at the map. SUPERGIRL Let me guess. Number nineteen and fifteen. SISKAR (to Cerelia) Try again. Cerelia punches more buttons.

65. CERELIA They are not responding to the request. SUPERGIRL You got a bug in your program, I see. ERNAL It must be a malfunction in the communicator. SUPERGIRL And this malfunction in the communicator made the robot lie to me and steal from you? CERELIA The behavior of the Infiltrators is irrational. SUPERGIRL No kidding. Now you have two runaway robots who can brainwash people. And I'm going to have to deal with them. SISKAR The problem is considerably greater than that. Cerelia operates the controls again. SISKAR (CONT'D) What controls the Infiltrators is not a program in the same sense as on your computers. We do not create programs -- we digitize our minds and put them inside the computers. These two rogue Infiltrators posses our minds. They should behave as we would. SUPERGIRL Whose mind do they have? SISKAR Good question. Cerelia? CERELIA The transfer logs show that they would contain Ernal's mind. But a backup of the Infiltrator's final matrix shows a different mind. SISKAR Whose mind?

66. CERELIA Without a deep analysis I can only be certain it is not an Erkine mind. A screen shows a rotating display of a brain. CERELIA (CONT'D) Of course, every Merkis should be able to recognize this brain even without analysis. It's Exnar Zaamartis. A beat, while all the aliens (except Cerelia) turn white. VERSIM How did the monster's mind get into an Infiltrator? SISKAR That is not important. What is important is that it did. (to Supergirl) And we're going to need your help. SUPERGIRL Who is that guy? And what does he want? VERSIM He's a monster. He wants to kill every Erkine and everyone who stands in his way. SUPERGIRL Why? SISKAR It's a long story. Let me start from the beginning. Ten thousand years ago, our society divided itself into two distinct groups: Merkis and Karias. At first, the distinction was philosophical and sociocultural. The Merkis were the thinkers -- scientists, artists, philosophers. While the Karias were the doers -- military men, politicians, landowners. This distinctions eventually evolved into different races. The Merkis were concerned only with what we considered higher concepts -- knowledge, philosophy, arts. (MORE)

67. SISKAR (CONT'D) While the Karias were busy controlling all forms of production and owning all the land and gaining political control of the planet. Before we knew it, the Karias had become the rulers of the planet. SUPERGIRL And the Merkis became their slaves. SISKAR Almost accurate. The Karias society is based on a hierarchy where every member of each rung is essentially the owner of everyone below it. The Merkis became the bottom rung of the society. We could have no property. We could not look at any Karias in the eye or speak unless spoken to. We could not sit while they stood. They called us "roaches." And that was all we were for them. Four hundred years ago, we got tired of it. INT. CHIOTE'S OFFICE - ERKINE - FLASHBACK General Chiote (whom we met in the opening) sits at the head of a large ovoid table. Three other Karias sit next to him, wearing clothes almost identical to Chiote's. They are Generals as well. They all seem relaxed at this moment. They chitchat amicably. A moment later, a light flashes on the table. Chiote touches it and a screen appears, showing a Karias SOLDIER. The Soldier doesn't look directly at the screen (he can't look directly into Chiote's eyes). CHIOTE Yes. SOLDIER An Information Officer is here, General Chiote. CHIOTE Let him in. The door opens and an OFFICER walks in. He bows to all the Generals. He doesn't speak. (He can't speak until spoken to.)

68. CHIOTE (CONT'D) Speak. OFFICER We have confirmation, General Chiote. The Roaches are planning a revolt. All the Generals chuckle. GENERAL #1 And what are they going to do? OFFICER There is word of a technological blackout. GENERAL #2 Well, let's kill a few Elder Roaches. That should calm them down. Chiote thinks about it for a second. CHIOTE No. Roaches are too emotional. They'll turn the dead into martyrs. We need to teach them a lesson. GENERAL #1 What do you have in mind? CHIOTE A military display. GENERAL #2 You mean a parade? CHIOTE (smiles) No. Something more impressive. He pushes some buttons on the table and a hologram of a planet appears. CHIOTE (CONT'D) This planet is called Proden. It's a couple of light years away from here. Great weather. I plan to make myself a summer home there. It's inhabited by a race of cat-like creatures. They have some advanced weapons and a handful of spacecrafts. I figure it'll take us a couple of months to wipe them out.

69. GENERAL #2 You want to show the Roaches what we can do to them if they get on our bad side? CHIOTE Exactly. The Generals chuckle. GENERAL #1 And you say the weather is great? CHIOTE Marvelous. Like Jactre, but all year round. INT. CONTROL ROOM - RESUMING Supergirl stares at Siskar, aghast and angry. SUPERGIRL Let me get this straight. You destroyed an entire civilization -- killed every living being on the planet -- just to make a political statement? CERELIA We are deeply ashamed of our past. SISKAR And let me assure you that everyone involved in that decision was severely punished for his actions. SUPERGIRL I'm going to personally make sure of that. And I'm going to make sure you never do it again. SISKAR Of course. But that was only the first part of the story. Chiote had underestimated the Proden army and specially their leader: Exnar Zaamartis. Zaamartis was a tactical genius. His people called him Akreon, which was the name of a mythical monster capable of reading minds. A name that was well deserved. (MORE)

70. SISKAR (CONT'D) Our army was two hundred years more advanced than his and six times larger. After a year of war, only a tenth of our army was left. Our destruction was imminent. The Karias Generals would never surrender. They'd rather die. So the Merkis Elders decided it was the best time to strike a deal. INT. CHIOTE'S OFFICE - FLASHBACK Same office as before. Chiote sits alone at his control table. Several screens are alive with scenes from a large interstellar war. OFFICER I can't get a response from squad 227. Their last report said they fell into an ambush. Chiote slams his fist against the desk. CHIOTE He must have spies everywhere. What about 213? OFFICER No word either. A light flashes on the desk. Chiote hits it angrily. The image of the Soldier appears on a screen. CHIOTE What? SOLDIER A Roach wants to see you. It says it's important. CHIOTE I have no time for Roaches. Chiote hits the button again and the image banishes. A moment later the light flashes again. Chiote growls and hits it. The image of Rizad (the Merkis from the opening) appears on the screen. RIZAD I have --

71. CHIOTE How dare you speak! RIZAD I have an important message for you. CHIOTE I don't care about your -- RIZAD You want to hear this. CHIOTE Enter. Chiote draws his gun and aims it at the door. Rizad enters. She looks at Chiote with unflinching eyes. RIZAD If you kill me, another Merkis will come. CHIOTE And he will die as well. RIZAD You want to hear what I have to say. We have a solution for the war. Chiote hesitates for a second. CHIOTE The war needs no solution. RIZAD There is no need for lies, General Chiote. We build your weapons, remember. We repair your ships. We know exactly how the war is going. We are losing it. A condition that will become irreversible in less than a month. Chiote slowly lowers his gun. CHIOTE Speak. RIZAD As I said, we have a solution. We have developed a technology capable of mimicking a Proden life form in every way. It could not be detected by them. It could infiltrate their planet and capture Zaamartis.

72. CHIOTE Good. Start to build these Infiltrators immediately. RIZAD There are conditions that need to be agreed upon. Chiote points his gun at Rizad again. CHIOTE What conditions? RIZAD We want equality. CHIOTE Equality to what? RIZAD To all the rungs of our society. CHIOTE (scoffs) You want to become Generals? RIZAD No. Equality to all rungs at once. I assure you we have no desire for slaves. We have merely grown tired of having masters. CHIOTE No deal. You start the production of Infiltrators right away. RIZAD I'm afraid that would not be possible. CHIOTE I will kill ten Merkis every second until production starts. RIZAD All Merkis are united in this. Our slavery will end -- one way or another. Chiote shoots Rizad in the arm. A flesh wound, but it bleeds badly. Rizad doesn't react. She keeps her eyes firmly planted on Chiote's. CHIOTE There are worse things than death.

73. RIZAD Yes. One of them is living with the knowledge that a race of lesser beings has annihilated your army. Chiote shoots her again, in the other arm. RIZAD (CONT'D) What do you want the most, General Chiote? The suffering of the Merkis or the defeat of Zaamartis? INT. CONTROL ROOM - RESUMING SUPERGIRL Why did you keep Zaamartis' mind? VERSIM A bargaining chip. In case we forgot our deal, they'd release the monster. SISKAR Zaamartis wants to destroy Erkine. He wants revenge. SUPERGIRL It's not like I can blame him. SISKAR Do you believe that children should pay for the crimes of their parents? SUPERGIRL (beat) No. I'll deal with this guy. But we're going to have a really long talk about Proden. SISKAR I look forward to it. SUPERGIRL Good. Any idea where he might be? CERELIA We cannot locate him. But he stole a Builder and enough alloys to build a Battlebot. SUPERGIRL How long will it take him to build this Battlebot?

74. CERELIA Building it will take seconds. But he lacks the tools to upload his mind into it. He would have to program the Battlebot's behavior manually. That might take him hours. SUPERGIRL Then I'll better hurry. Don't go anywhere. SISKAR We won't. Supergirl leaves the control room. A moment later we see her on one of the screens, flying away from the ship. Versim turns to Cerelia. VERSIM Start engines. SISKAR We can't leave the planet, Sergeant Versim. VERSIM This is not the time for your stupid ethics. We need to leave now. SISKAR It's not ethics that will keep us here. It's physics. This is a class-F cargo ship. It has no internal environmental capacities. It isn't even airtight. The one thing that keeps the air inside is the external shield, which won't be operational for the next six hours. Versim stares at Siskar for a long moment, then slowly slumps in a chair, looking ill. VERSIM He trapped us, didn't he? SISKAR Indeed. Zaamartis took advantage of the Earthling's strength and your inherent distrust of strangers to ensure we couldn't leave the planet. (MORE)

75. SISKAR (CONT'D) (beat) Perhaps while we wait we might entertain ourselves by solving the mystery of how the most feared mind in all Erkine found its way to an Infiltrator. Ernal and Cerelia look at each other. EXT. SKY ABOVE THE CITY - DAY Supergirl flies around the city. She has no idea where to start looking for Zaamartis. SUPERGIRL (to herself) Okay... if I was a four-hundred- year-old alien mind trying to destroy an entire civilization, and I found myself trapped inside the body of an Illinois politician, where would I go? Then she stops in mid-air. She hears something. She focuses and hears the hypnotic sound. EXT. SPORTING GOODS STORE Thornton stands in front of the sporting goods store, looking in Supergirl's direction, with a smile on his face. A cab is parked next to him. Thornton says something to the DRIVER and the cab takes off, driving at full speed on the wrong side of the street. Thornton quickly disappears inside the store. A second later, Supergirl comes flying into shot, going after the cab. The cab causes several cars to swerve, trying to avoid it. A pickup truck is about to crash into a bus when Supergirl lifts it off the ground and places it on the sidewalk. She flies at full speed, preventing a couple more car accidents on her way to the cab. She reaches it and lifts it off the ground. The Driver looks hypnotized. His foot is still on the pedal even though the car is twenty feet off the ground. SUPERGIRL Hey, buddy!

76. The Driver snaps out of it. He realizes he's in his car, high up the air, being held there by none other than Supergirl, who's glaring at him. DRIVER I... I don't... SUPERGIRL Never mind. It wasn't your fault. She puts the cab back on the asphalt and flies toward the Sporting Goods Store. INT. CONTROL ROOM There's quite a bit of tension in the air. Versim looks at Ernal and Cerelia with accusatory eyes, as the two of them operate the controls, trying to find any evidence of how Zaamartis ended up in an Infiltrator. Siskar leans nonchalantly against a wall. VERSIM Well... who did it? Which one of you let the monster out? SISKAR The process of gathering evidence is -- VERSIM Don't give me that! You're not off the list of suspects as far as I'm concerned. SISKAR I did not participate in the creation of the Infiltrators, in case you have forgotten. A beat. CERELIA Siskar, I cannot find any evidence that proves it, but the conclusion should be unavoidable. She eyes Ernal with a blank expression. CERELIA (CONT'D) Ernal's mind is the one controlling this computer. It would be impossible to erase the evidence without the mind's cooperation.

77. Ernal turns to Cerelia with fire in his eyes. ERNAL How do we know you didn't do it? You could've changed the mind in the computer. You could've... Siskar and Versim stare at Ernal. He looks guilty as hell. SISKAR Cerelia is a Rationalist. She would never perform any action she deems irrational. And if she performs an action she considers rational, she would gladly defend it. Versim rushes to Ernal. He grabs the much smaller Merkis by the neck, lifts him off the floor and then slams him into a wall. VERSIM What have you done, you stupid little roach?! Ernal struggles, trying to break free, but Versim is much stronger. SISKAR Sergeant Versim. Siskar's voice is calm and measured. Versim turns to him, still holding onto Ernal's neck. Siskar begins to walk toward Versim and Ernal. SISKAR (CONT'D) Would you be so kind as to release the Merkis? Versim glares at Siskar as he approaches. Then releases Ernal and takes a step back. VERSIM Are you going to let him get away with it? SISKAR No. Siskar grabs Ernal by the neck, in the exact same way Versim was holding him. But his eyes are calm. SISKAR (CONT'D) Are you going to deny your actions?

78. ERNAL Why do you accuse me? It was Cerelia! Why don't you believe me? SISKAR You're an Artist, Ernal. Emotive. Creative. Impulsive. Irrational. There is no need to deny your actions. We all know it was you. And you know we know. ERNAL I didn't! I swear! Siskar smiles. He releases Ernal. SISKAR You did it. And you want to admit it. You think that what you did was correct. You think it's justifiable and you want to justify yourself. Please, enlighten me. You know how much I enjoy philosophical debates. Ernal continues to glare for a moment. He glances at Versim, then gets closer to Siskar. He speaks in hushed tones. ERNAL Didn't you hear? He called me "roach." SISKAR He shall be punished for it. ERNAL Don't you get it? They haven't changed. They still see us as nothing more than roaches. Haven't you notice they way they look at us whenever we sit while they stand? Or when we speak first? Or when we look at them in the eyes or when... They need to be taught a lesson. SISKAR And you presume killing everyone in Erkine will teach them? ERNAL No. Not everyone. Akreon knows it was the Karias who started the war. He knows it.

79. SISKAR He also knows that without the help from the Merkis, he would've won the war without problem. He blames us for it as much as he blames the Karias. Unlike you, he's not a racist. He sees no difference between Karias and Merkis. ERNAL No, you're wrong! He won't harm us. I'm sure. Siskar stares at Ernal for a moment, then it downs on him. He chuckles. SISKAR You're sure? He told you that, didn't he? How long have you been speaking with Akreon? Months? Years? Come to think of it, it was your idea to use this ship. And to bring the Builder. And to use the most advanced Infiltrators. How long has Akreon been planning all this? How long did it take him to convince you that the whole universe is conspiring against you? ERNAL He only told me the truth! SISKAR Didn't you learn anything about Akreon in college? You can never believe what he says. He mixes half-truths with -- ERNAL Half-truths! Did I just imagine Versim calling me roach? SISKAR Tell me one thing -- how do you see the Karias? Or do you suppose I have not noticed the many times when you suddenly decide to discuss complex mathematical subjects when they enter a room just to make them feel uncomfortable? Or how you look at them when they fail to operate a simple measuring instrument? Don't pretend you're any better. (MORE)

80. SISKAR (CONT'D) Do you know how the separation between Merkis and Karias started? It began when a Merkis Elder forbade his daughter to marry a Karias because he didn't want his ignorance to pollute the family lineage. The Merkis started the segregation. The Karias just got better at it. Think about that while we wait for a young female human to battle the most fearsome monster we've ever known, trying to save our whole world. INT. SPORTING GOODS STORE Supergirl stands in the middle of a large aisle surrounded by shelves full of sporting goods. We can hear the hypnotic sound in the distance. She tries to pinpoint where it's coming from, but it's hard. It seems to be coming from everywhere. We hear the sound of a shotgun being pumped. A second later a YOUNG WOMAN crosses the aisle behind Supergirl, shotgun in hand, aimed at something off screen. The Young Woman is about to shoot a CLERK when Supergirl rushes and takes the shotgun away. She snaps her fingers next to the Young Woman's ears and she wakes up from the trance. SUPERGIRL Where were you? YOUNG WOMAN Wh -- what? SUPERGIRL Where were you? What's the last thing you remember? YOUNG WOMAN I was -- I think -- I was buying a basketball for my brother. SUPERGIRL Where? The Young Woman turns around, not really sure where she is. CLERK (pointing upwards) Second floor.

81. Supergirl looks up, trying to find Thornton with her X-ray vision. Then she takes off, going through the roof. INT. SECOND FLOOR - SPORTING GOODS STORE Supergirl comes through the floor and lands on it, looking around. We can still hear the hypnotic sound. An Elderly Man wields a golf club like an axe and is about to hit an Elderly Woman. Supergirl looks busy searching for Thornton, apparently not noticing the Elderly Man. At the last second, she uses her heat vision to slice the golf club. The Elderly Man swings and misses the Elderly Woman. She claps her hands together and the Elderly Man snaps out of it. She continues to look around. Then she smiles and takes off. INT. ADMINISTRATIVE OFFICES - SPORTING GOODS STORE Thornton stands next to a couple of suited men. THORNTON Go to the bathroom and -- Supergirl crashes through the wall and punches Thornton, sending him flying through several cubicles on his way to the wall. He collapses on the floor, then looks up, apparently unharmed. THORNTON (CONT'D) Attack her. Most of the people around rush toward Supergirl, with murderous eyes. She uses her superbreath to send them flying away from her, then she rushes to Thornton and lifts him by the neck. As she lifts him, Thornton grabs the power cord from a cooler on the wall and breaks it off. Electricity shoots from it and into his body. Then he shoots a lightning bolt at Supergirl, taking her by surprise. The bolt causes her enough pain for her to release him. He shoots a couple more bolts, sending her staggering back a few steps. Then he punches her in the face. She barely felt the punch. His hand ends up twisted and bent.

82. Supergirl recovers and lands a massive punch on Thornton that sends him flying through the wall. INT. CONFERENCE ROOM - SPORTING GOODS STORE Thornton comes flying through the wall, flies over the large table in the conference room and crashes into the far wall, crumbling into the ground. A second later Supergirl comes through the hole he made on his way in. Thornton stands up. Electrical bolts cruising through his body. He sends to bolts toward Supergirl, but she dodges them easily. She looks up and shoots her heat vision at the sprinkler system above. Water begins to pour down, hitting Thornton. He convulses like an electrocuted man. Lightning bolts shoot everywhere. Then he falls to the ground apparently out of it. Supergirl walks toward him and lifts him off the ground. Suddenly he comes back to life. He pushes a button on his belt and smiles at Supergirl. Her eyes widen. She turns around and sends Thornton flying into a wall. Before he hits the wall, he disintegrates, along with most of the wall, leaving a ten-foot hole behind. The people on the Administrative offices stare at Supergirl through the hole in the wall. WOMAN Wasn't that candidate Bruce Thornton? SUPERGIRL Not really. That one was only a decoy. I still have to deal with the real one. But I think I know where he is. INT. STORAGE 1 - SHIP - DAY Supergirl enters the spacecraft. Thornton/Zaamartis stands a few yards in front of the door to the control room. He looks calm and amicable. Hanging on his back we see the Tractor beam, which looks like a slim bazooka. The Tractor beam has two dials on it. One controls whether the beam pushes or pulls. The other controls the pressure applied by the beam.

83. Supergirl takes a few steps toward Zaamartis. Then stops, hands on her hips. ZAAMARTIS You don't seem surprised to see me here. SUPERGIRL The other one was Dylan. ZAAMARTIS Indeed. My trusty aide. Oh, but where are my manners? Let me re- introduce myself. My name is Exnar Zaamartis, but everyone calls me -- SUPERGIRL Akreon. I know. I've heard a lot about you lately. ZAAMARTIS And I suppose you believed every word my enemies said about me. SUPERGIRL (beat) Okay. You got a point there. Tell me your side of the story. Zaamartis smiles. ZAAMARTIS I'll do better than that. They told you about me, so let me tell you about them. I presume they gave you the standard I-come-in- peace speech. (mocking) We're a stupidly wholesome race of interstellar do-gooders who want to atone for the many sins of our fathers by forcing every lesser being in the universe into becoming as stupidly wholesome as ourselves. (normal voice) How am I doing so far? SUPERGIRL Keep going. ZAAMARTIS Well, they're not do-gooders. And if you know my name you must also know the reason why I say that.

84. SUPERGIRL That was over four hundred years ago. ZAAMARTIS And, of course, all those involved in the genocide of my people were punished with a heartily slap on the wrist and a stern, "naughty, naughty, shame on you." SUPERGIRL You want to destroy them. ALL of them. That's not justice. That's revenge. ZAAMARTIS I will destroy them. Have no doubt about that. But I have nothing against you or any Earthling. So if you're so kind as to stay out of my way, I give you my word no humans will be harmed. SUPERGIRL Can't do that. She begins to walk toward him. Slowly. ZAAMARTIS Put yourself in my place for a second. I was the ruler of a peaceful planet and suddenly I get attacked simply because one race of egomaniacal slavers decided to teach a race of soulless, whimpering servants a lesson. After the war was over, after I was captured and my army defeated, they proceeded to exterminate every single life form on Proden. (beat) If you were me, what would you do? SUPERGIRL I come from Krypton. A planet that exploded, killing my entire civilization. If I ever get a hold of the ones responsible for it, I'm going to spend a couple of years teaching them not to do it again. I understand how you feel better than you can imagine. (MORE)

85. SUPERGIRL (CONT'D) But that doesn't mean I'm going to let you exterminate an entire civilization on account of what their parents did. ZAAMARTIS Do you really believe they're any better than their parents? Why do you think they came to Earth? Twenty minutes ago you were about to wring their necks. Now you're risking your life to save them. It's hard to understand you, Kryptonian. SUPERGIRL Put yourself in my place. You meet someone who wants to destroy an entire civilization, which is kind of a touchy subject for me. Do you seriously think I can just step aside and let you do it? I don't care if the Erkines are angels or demons, I'm not going to let you kill them all. By now Supergirl is ten feet away from Zaamartis. ZAAMARTIS That's admirable. I actually respect you. It's a shame, but you leave me no choice but to introduce you to a friend I just made. He smiles, then turns to the front-left doors of the spacecraft. The doors slide open. Supergirl turns to them, expecting her opponent to walk in through them. The door was just a distraction. The BATTLEBOT was hanging from the railing on the ceiling. It drops next to Supergirl. She reacts too late. The Battlebot, twenty-ton, eight-foot tall, humanoid shape formed by a polished gray alloy, lands next to Supergirl. It's massive arm already cocked. It lands a punch on Supergirl's face that sends her flying into the left wall. She makes a huge dent in the wall and drops to the floor, dazed and in pain. She tries to stand up, as the Battlebot runs to her. The giant robot is quicker and lands another massive blow on Supergirl, sending her flying to the rear wall.

86. The force of the impact embeds her in the wall, almost unconscious. The Battlebot rushes to her, to continue its attack. Its right hand, twice the size of a 21-inch TV, is badly bent by the impact with Supergirl's body. As the robot runs, we barely see something moving very fast around the robot's right arm. It's the BUILDER. A spider-like droid that repairs the Battlebot, winding around the robot's arm at several hundred miles an hour. In half a second, the hand is back to normal. The Battlebot lumbers closer. Cocks its arm, ready to smash Supergirl again. She reacts at the last second, freeing herself from the wall just as the Battlebot's arm smashes through it. She punches the robot, sending it flying back a dozen yards. She rushes to it and punches it again several times. Each punch making huge dents on the robot and sending it staggering back. The last punch almost breaks the robot's head off, leaving it hanging by a thread. Then she grabs its leg and spins it around a few times before sending it flying toward Zaamartis. Zaamartis uses the Tractor beam to stop the robot in mid-air. Then he lays the robot back on the floor. The Battlebot is badly damaged. It lies motionless on the floor for a moment, then sits up. The Builder appears again. Spinning around the robot's chest and head at maddening speed, repairing the Battlebot in just a couple of seconds. Supergirl uses her heat vision on the robot. But the beam bounces harmlessly off the robot's perfectly polished surface. She charges again, punching the robot and sending it flying to the front wall, next to the door to the control room. She lands in front of the robot, ready to attack again, showing her back to Zaamartis. He sets the Tractor beam to "push" and hits her with the beam, sending her crashing into the front wall, a few yards away from the robot. The Battlebot grabs her with both of its massive hands, pinning her arms to her body, and tries to crush her. Supergirl screams in pain, then fights back. Slowly, she begins to push back the metal in the robot's hands. Zaamartis sets the Tractor beam to neutral (neither push nor pull) and sets the pressure to maximum. He shoots the beam at Supergirl.

87. Between the robot's strength and the Tractor beam, they begin to overpower her. She uses all the force her muscles can produce, yet her arms slowly begin to move back. The robot's hands pressing against her torso, crushing her. She screams in pain. She tries to turn her head around, thinking of hitting Zaamartis with her heat vision, but he's almost exactly behind her. She can't breathe anymore. Then she hits the robot's arm with her heat vision in a sweeping motion. The beam reflects from the robot's arms, heading for Zaamartis. The heat beam misses at first, but the sweeping motion means it's heading for Zaamartis' leg. Zaamartis sees the heat beam and tries to jump out of its way, but the beam is faster and severs his leg right below the knee. He crashes hard onto the floor, losing the Tractor beam in the process. He quickly grabs his leg and puts it back in place. The leg repairs itself instantly, just as if it had never been damaged. Then he spins toward the Tractor beam. Meantime, Supergirl uses all her strength against the Battlebot. She knows she only has a couple of seconds before Zaamartis recovers. She breaks free, sending a large chunk of the robot's hand flying a dozen yards away. Zaamartis grabs the Tractor beam and aims it at her. Too late, so he spins again, aiming the Tractor beam at the right wall, and shoots, opening a six- foot-wide hole on it. He rushes to the hole and jumps outside, just as the HOVERBIKE rushes by. He lands on it and disappears. Supergirl moves to follow him, but the Battlebot catches her off guard, punching her and sending her crashing into the left wall. She's a bit dazed, but recovers in time to see the Builder fixing the Battlebot. When she escaped from its grasp a moment ago, a large piece of its massive hand broke off. The Builder tries to fix the robot, but since a portion of the robot's original mass is missing, and the Builder cannot magically replace it, the Builder takes a small piece from the robot's other arm to fix the damaged one. So now the robot's arms are half a foot shorter than they were a moment ago. Then the robot rushes to where the missing arm piece fell. It grabs it and the Builder goes into work again, restoring both arms to their original length.

88. Supergirl watches all this with great curiosity. It gives her an idea. She rushes to the robot, and avoids a massive hand the robot sent her way. Then she grabs the robot's arm by the shoulder, puts her leg on its back and yanks the robot's arm loose. The robot spins and hits her with its remaining arm, but she blocks the punch so it sends her back a dozen feet, but without harming her. Then she stands there, watching as the Builder uses part of the robot's arm and legs to rebuild the missing arm. Now the robot's arms and legs are two feet shorter. It looks comically deformed. The Battlebot tries to run to her, but its legs are too short, so he moves much slower now. Supergirl avoids its attack and pushes it so it falls on its back. Then she pins the robot to the floor by pressing her foot against its "groin," while she grabs both legs and yanks them free. She walks a couple of steps back and watches as the Builder goes to work again. It uses metal from the arms to build new legs, but now arms and legs are too short, and the robot can't stand up. It looks like an upside-down turtle. Supergirl half-smiles. She drops the legs and turns to the hole where Zaamartis disappeared a moment ago. He's nowhere in sight. She heads for the control room. INT. CONTROL ROOM Supergirl enters the control room. No one there. She uses her X-ray vision and finds the Erkines locked inside the living quarters (a small room to the left of the control room). She breaks the door open. All the Erkines (except Cerelia) turn to her with an expression of extreme surprise. VERSIM You defeated Akreon? SUPERGIRL Not quite. I got the robot, but he got away. Versim walks to Storage 1, followed by his Aides. Through the still-open door, we see Versim's expression of utter disbelief as he turns back and forth between the Battlebot and Supergirl.

89. SUPERGIRL (CONT'D) Any idea where he might be now? CERELIA He will return. This ship is his only way to reach Erkine. SUPERGIRL Does he have any more surprises or was the robot all he had? SISKAR As far as we're aware, he only had the material and tools to build one robot. SUPERGIRL Don't you guys have a radar or something? At least tell me which way he went. CERELIA He disengaged the radar. Supergirl sighs. SUPERGIRL Look, I'm trying to save your civilization here. Could you at least try to be useful? Versim and his Aides return to the control room. He eyes Supergirl with a newfound respect. CERELIA If we were capable of understanding Akreon's thought process, we wouldn't be in this situation. SISKAR Akreon will need a weapon. VERSIM He would choose a weapon more powerful than the one you've already defeated. I doubt humans have such weapons. Supergirl thinks about it. SUPERGIRL One thing. When I was fighting the other Infiltrator, he absorbed electricity and tried to use it against me. What else can he do?

90. SISKAR The nanobots that compose the Infiltrators are capable of using most forms of energy. However, their performance is greatly affected by the type of energy they use. Sunlight would give the mind simulator its best performance. Electricity will make the mind slow and incoherent. It's unlikely Akreon will use this as a weapon since he values his intelligence too much. SUPERGIRL What type of energy will give him the greatest power without turning him into an idiot? CERELIA I'll need to run some simulations. Cerelia turns to the console. A beat while she types. CERELIA (CONT'D) Siskar, the log indicates that this operation has been performed before. Versim's stare changes from respect to admiration. VERSIM You knew what Akreon was thinking. SUPERGIRL Lucky guess. CERELIA Most forms of energy available on Earth will reduce his mind's performance by 75% relative to sunlight. She turns to Supergirl. CERELIA (CONT'D) There is one kind of energy that would reduce it only by 45% while giving him great strength and power.

91. EXT. NUCLEAR POWER PLANT Zaamartis comes flying on his Hoverbike and lands next to the entrance of the power plant. He's not carrying the Tractor beam. (We'll see what happened to it later.) Three GUARDS look startled for a moment, but then rush to him. Zaamartis uses the hypnotic sound. Two of the guards freeze, but the third one approaches him. GUARD Stop there! Zaamartis walks to the entrance, unperturbed by the shotgun pointed at his head. GUARD (CONT'D) I said -- Zaamartis quickly reaches out, grabs the shotgun and easily yanks it out of the Guard's grip. Then hits him with the back of the shotgun, knocking him out. INT. CONTROL ROOM CERELIA The closest nuclear power plant is twenty-two miles away. He must have reached it by now. SUPERGIRL Great. Any piece of advice in dealing with him now? Preferably something useful. SISKAR The Infiltrator's nanobots are designed to use a single energy source. If you force Akreon to expel some of the nuclear energy and then force a different kind of energy into his body, it will trigger an exchange. The body will automatically dump all the old energy and absorb the new one. He will have no control over this exchange and won't be able to stop it. SUPERGIRL Well, that's almost useful. But what exactly would I do with the several hundred megatons worth of nuclear energy he'd be dumping?

92. EXT. NUCLEAR POWER PLANT - DAY Sirens blare all over the plant. People begin to rush out of it. They think it's about to explode. Zaamartis comes out of the power plant. His eyes shinning a bright red. He heads for the Hoverbike. He's about to reach the Hoverbike when Supergirl lands a dozen yards away. She eyes him sternly, arms folded across the chest but keeping a safe distance. She doesn't know how powerful he is now and doesn't want to take any chances. ZAAMARTIS You're late. SUPERGIRL I see. ZAAMARTIS I have nothing against you, Supergirl. I don't want to kill you, but I will, if you insist on getting in my way. SUPERGIRL I can't just let you go. You know that. ZAAMARTIS As you wish. He raises his arm and fires a thick red beam at her from his hand. She dodges in time and the beam misses, going through several of the cars in the parking lot, instantly melting them. She gapes at the melted mass that once was the cars. Then she rushes to him, trying to go around him and attack from the back. But he's faster than she expected. He dodges her attack and lands an uppercut of his own that sends her crashing into and through a large van in the parking lot. She quickly stands up, a bit dazed by otherwise okay, and gets hit by a nuclear beam that sends her through a dozen cars and a small building. This time she's hurt. She stands up very slowly, just in time to see Zaamartis flying away in the Hoverbike. She takes off after him.

93. EXT. SKY Supergirl chases Zaamartis, keeping her distance and trying to find a safe way to approach him. He shoots a beam at her. She dodges it and the beam vaporizes a large portion of a nearby forest. Zaamartis raises his arm away from her, aiming it at the nearby city. Her eyes widen and she flies just in time to intercept the beam with her bare hands. She screams in pain, but manages to contain the beam. She looks at her hands. They show second-degree burns. Zaamartis speeds away, now only a small dot. In the far distance, we can see the Erkine spacecraft. She flies at full speed, passing the Hoverbike and heading for the spacecraft. INT. CONTROL ROOM One of the screens shows a radar image. Two dots moving toward the center. Another screen shows a camera image from outside the ship. Supergirl lands next to the spacecraft. Cerelia opens the doors on Storage 1 and Supergirl enters. A moment later, she enters the control room. The six Erkines turn to her. SUPERGIRL He got to the power plant before I could get there and now he's coming here. You have to leave. SISKAR We can't leave the planet. This spacecraft lacks environmental support. Only the shield you destroyed, and it won't be operable again for five hours. SUPERGIRL You don't need to leave the planet. Just outrun him. This ship can fly faster than his, right? The Merkis turn to each other, almost embarrassed. VERSIM Start engines.

94. EXT. HILL Supergirl flies out of the spacecraft and lands a few dozen yards away. A moment later, the ship's engines begin to hum loudly and it takes off. The cloaking field becomes active and it vanishes. Zaamartis appears on his Hoverbike, just in time to see the spacecraft vanish. He stares at it with unbelieving eyes. ZAAMARTIS They can't leave Earth. SUPERGIRL They don't have to. They just need to outrun you until the shield is fixed. ZAAMARTIS They'd never have thought of something as simple and obvious as that. SUPERGIRL Actually, it was my idea. Zaamartis turns to Supergirl with a murderous glare on his face. ZAAMARTIS So it was. He shoots another nuclear beam that Supergirl barely dodges. She takes off and he follows her immediately on the Hoverbike. EXT. SKY Zaamartis flies after the red/blue streak that is all we see of Supergirl. She moves too fast for him. She's heading for a deserted area a couple of miles away, trying to draw him away from the city. EXT. DESERTED AREA Zaamartis lands the Hoverbike and jumps out of it. Supergirl is waiting for him, showing him her power stance. He looks angry as hell. ZAAMARTIS You shouldn't have done that. You should've stayed out of this. This is not your problem!

95. She stares back at him, without saying a word. He shoots a beam at her. She dodges and hits him with her heat vision, triggering the exchange. His beam melts everything on its way to a mountain behind her, making a huge hole in the mountain. He looks frozen in place. His face contorted into a grimace. He can barely move during the exchange. She continues to train her heat vision on him, unable to see what kind of damage he's causing on the land behind her. He manages to move his hand a bit, enough to change the trajectory of the nuclear beam, aiming it at Supergirl. The beam hits her on the shoulder. She dodges out of its way before the beam does much damage on her skin, but the pain is still enough to make her stop her heat vision for a second, enough for Zaamartis to stop his own beam and thus halt the energy exchange. He falls to the ground. She hits him again with her heat vision, but it has no effect this time. Then she rushes to the Hoverbike and crushes it. He turns around and hits her with the energy he absorbed from her heat vision. (He needs to expel that energy before he can go nuclear again.) She stops the beam with her hands. It doesn't harm her. He slowly gets back to his feet. Supergirl jumps into the air and hovers twenty feet above him. He turns around, surveying the place. It's deserted. Then he turns to the Hoverbike, crushed beyond repair. Her plan is obvious. She wants to keep him where he can't harm anyone and force him to dump all his energy. ZAAMARTIS (CONT'D) Clever. He raises his arm, away from her, in the direction of Midvale. There's a small hill blocking him, but she's not sure the hill can shield the city. She flies in front of his arm. Still twenty feet up in the air, keeping her distance, just in case, but ready to block his beam if he fires at the city. Then Zaamartis jumps to her. His quickness surprises her. He smashes against her before she can react and grabs her by the waist. The force of the impact sends both of them flying toward the city.

96. EXT. STREET - MIDVALE Supergirl and Zaamartis crash into an office building and through it. They fall on the street. He still has her by her waist. He lifts her off the ground and begins to squeeze her. She screams in pain as she grabs his arms and tries to break away from his embrace. She's stronger but not by much. His arms begin to slowly move away from her body. Then his arms glow red as the nuclear energy passes trough them. This causes another spasm of pain on Supergirl. She punches him on the face and knees him on the chest, sending him stumbling back a dozen yards. She slumps to the ground, holding her bruised waist. It takes her a moment to stand up again. A dozen bystanders watch the fight from the sidewalk, frozen in fear. Zaamartis aims his hand at them. Supergirl looks at the bystanders then at Zaamartis. SUPERGIRL Stop this! The ship is gone. You'll never reach Erkine. What's the point of killing anyone now? ZAAMARTIS In case you haven't noticed, I'm an extremely vengeful man. SUPERGIRL Your problem is with me, not them. Leave them alone. Do you want to be a murderer like the Erkines who destroyed your world? Zaamartis chuckles for a long moment. ZAAMARTIS I plan to destroy an entire civilization. Do you really believe I care about the moral implications of killing a handful of humans? SUPERGIRL You've already lost too much energy. Do you really want to waste any more on the humans before you finish me?

97. He lowers his arm. ZAAMARTIS Now that's a valid argument. You're smart. I actually like you. It's a shame that so many things I like end up dying. Supergirl charges Zaamartis. He manages to put his hands up and blocks the massive punch, but the force of it still sends him back a dozen yards, leaving behind huge tracks on the pavement and digging him a foot into the asphalt. She rushes to him and lands an uppercut that sends him crashing into a building. Then she grabs him by the arm, spins him around and sends him flying out of sight. EXT. ANOTHER STREET Mark and Tina walk down the street. We can hear the noises of the fight. TINA What is that noise? MARK I don't -- The wall of a nearby building explodes as Zaamartis comes flying through it. He lands six yards away from Mark and Tina, who watch him in disbelief, along with twenty other bystanders. A second later Supergirl comes flying through the hole that Zaamartis made and lands another massive punch on him. The punch sends him flying across the street, where he hits the back of a pickup truck, slashing it in half, before crashing through another building. In a single motion, Supergirl stops the spinning front of the pickup truck before it smashes into another car, then flies after Zaamartis, who barely has time to stand before Supergirl lands another punch that sends him flying back across the street, nicking a large piece from a bus' roof. There are screams everywhere. Some cars crash into each other. One crashes into the bus. Supergirl quickly moves to do whatever she can with the crashing cars, trying to stop as many as she can before anyone gets hurt. Zaamartis slowly stands up. His face is completely deformed.

98. Supergirl stares at him for a moment, giving herself time to catch her breath. Then Zaamartis' face fixes itself, leaving no trace of damage. He's smiling. ZAAMARTIS Nice moves. Let me show you mine. He aims his right hand at a cluster of bystanders to his right (merely a distraction), but shoots a beam with his left hand that hits the asphalt under Supergirl. The distraction works and the asphalt under her melts enough to make her lose her footing for a moment, long enough for Zaamartis to rush to her and land a punch in her mid-section, sending her crashing through a car. Zaamartis lands several more punches before Supergirl can react. She dodges a punch and lands one on her own, sending him flying across the street. He lands on his feet, apparently unharmed. She looks very tired and hurt, having trouble remaining on her feet. He rushes to her and she dodges his punch, then she grabs him by the wrists and takes off. EXT. SKY Supergirl flies upward at full speed, dragging Zaamartis with her. He tries to break free, but she's stronger. He tries to kick her but she wraps her legs around his. They fly up several miles as Zaamartis continues to struggle. Then he aims a small beam at her hand, causing her enough pain that he can break free from her grip and punch her in the face. Then he grabs her by the neck and begins to pummel her face as they plummet back down to earth. EXT. MALL PARKING LOT Tina, Mark and several dozen people stare aghast at the sky above them near the parking lot of a mall. Their gaze is coming down quickly, and a second later Supergirl and Zaamartis crash into the parking lot, producing a huge crater and sending cars flying every which way. Several tense seconds pass. Nobody moves a muscle. TINA Is she... is she dead?

99. A second later something comes through the crater and slams into the wall of the mall. It's Zaamartis. Supergirl flies out of the crater and lands next to it. She looks very hurt, and her legs wobble under her own weight, but her eyes show only determination. Zaamartis picks himself off the ground. He looks completely unharmed and fresh as a lettuce. Supergirl looks at him, at how fresh he looks. She stands up straight, and folds her arms across her chest, looking as tough and defiant as it gets. SUPERGIRL What's the point of fighting anymore? You can't beat me, and soon you'll run out of energy. Zaamartis nonchalantly brushes some debris from his clothes. ZAAMARTIS I could ask you the same question. Why do you continue fighting me? I'll win at the end, you know that. Even if you stop this body, I'll get a new one in a couple of centuries and destroy Erkine. I'm immortal. And extremely patient. The standoff continues for a long moment. ZAAMARTIS (CONT'D) Did I mention I'm vengeful too? He charges her. She dodges the attack and grabs him by the hands. She squeezes his hands and aims them upward. His beams shoot from the fingers. If he fires now, he'll only hit the sky. He struggles to break free, but he's wasted too much energy and she's much stronger than him now. He head-butts her. It does no real damage, but distracts her enough for him to break one hand free. He tries to punch her, but she easily blocks it and pushes him back several yards. He stares at her with fire in his eyes. She looks at him calmly. Clearly, he's no match for her anymore. Then a weird smile creeps into his face. He activates the disintegration mechanism on his belt and jumps to her. She kicks him and sends him flying back. He disintegrates before he hits the wall.

100. Supergirl stares at the space he occupied for a moment, then she collapses down to her knees. Both exhausted and relieved that it's over. Mark is the first one to react. He runs to Supergirl. MARK You okay? SUPERGIRL (gasping) Just tired. He offers his hand to help her up. She smiles and takes it. In the distance, everyone begins to react. Bella Diaz is the first of a group of reporters to rush toward Supergirl. BELLA (to the microphone) -- And the fight between Supergirl and candidate Bruce Thornton seems to be finally over -- Mark stands between Supergirl and the reporters. MARK Come on, give her a break. She just saved our asses. At least give her a chance to catch her breath. Supergirl pats Mark in the shoulder and takes a step toward the reporters. SUPERGIRL Don't worry, Mark, I can handle this. BELLA Supergirl, what the hell was that all about? Why were you fighting candidate Thornton? REPORTER #1 Was Thornton some kind of a monster? REPORTER #2 Why did all the other members of Thornton's party suddenly disappear? SUPERGIRL Oh, that's a very long story. Ask me again after I've drank a few gallons of water.

101. REPORTER #3 Are you okay? Supergirl smiles at Reporter #3. SUPERGIRL Yes, I'm okay. Thank you for asking. By the way, you're getting the exclusive on the story. BELLA What?! SUPERGIRL At least he asked me if I was okay. BELLA I meant to ask. Really. It's just that you're so strong and capable and -- well, I figured you'd be okay. REPORTER #3 (hushed) Suck-up. BELLA (to Reporter #3) Wimp. Supergirl chuckles. Another news van arrives, and a camera crew jumps out of it, followed by the reporter, who trips on a wire and falls flat on his face. Supergirl notices the reporter and tries not to chuckle again. Then the van driver hits a button on his remote and the van's door closes automatically. Supergirl's smile melts instantly and is replaced by an expression of sheer horror. INSERT SHOT from the first encounter in the spacecraft. Where Zaamartis said: "you leave me no choice but to introduce you to a friend I just made." And then the ship's doors open ON THEIR OWN. BACK TO SCENE The horror in Supergirl's face is quickly replaced by anger. SUPERGIRL He tricked me! She lets out a frustrated growl that startles everyone.

102. SUPERGIRL (CONT'D) I can't believe I fell for it! That son of a -- She takes off just in time so we don't hear the last word. The reporters turn to each other, not knowing what to make of what just happened. BELLA (hushed, to her Cameraman) Did I hear correctly? Did Supergirl just call someone a son of a -- EXT. SKY Supergirl looks around, frantically searching for the spacecraft. SUPERGIRL Where are you?! Several hundred yards away, the spacecraft de-cloaks and the doors open. INT. STORAGE 1 Supergirl enters Storage 1 and lands next to the doors. Zaamartis stands on the other side of the room. He's smiling. ZAAMARTIS Strangely enough, you still don't seem surprised to see me here. You're getting smarter. Fortunately for me, you're also getting slower. The new Battlebot drops from the railing on the ceiling and slams its fist on Supergirl's head, sending her crashing into the floor. The robot now weights over eighty tons (the first version weighed twenty). It looks far more solid and powerful. (Note: the first version of the Battlebot weighed 20 tons because that is the limit of the Tractor beam that Zaamartis used to carry the alloys out of the spacecraft.) She's dazed, almost unconscious. She tries to push herself back to her feet, but another blow from the Battlebot knocks her out. Zaamartis stares at her for a moment. She's out of it, but alive. He turns to the Battlebot.

103. ZAAMARTIS Put her in the cage. A part of the Battlebot's arm folds, revealing the Tractor beam underneath. It aims the beam at Supergirl's unconscious body and lifts her toward the right end of Storage 1. On the floor there, lie two small boxes (the CAGES), the size of a shoebox. The Battlebot gently places Supergirl on the floor. Then Zaamartis pushes a button on one of the Cages and a bluish force field forms around Supergirl. Zaamartis regards her for a long moment, then turns back to the robot. ZAAMARTIS (CONT'D) (to himself) I'm going to need some hostages too. EXT. MALL PARKING LOT - DAY Most of the reporters are gathering their equipment in their vans and heading after Supergirl. Mark still stands where we last saw him. Along with Tina, Bella and her cameraman. Bella eyes Mark curiously. She thinks there's a story there. BELLA (to Mark) So... you know Supergirl. Mark tries to play dumb. MARK Doesn't everybody? BELLA No. I mean you KNOW her, right? MARK She saved my life a couple of days ago. It's so cool that she remembered my name. BELLA And that's all. (beat) Come on, we're off the record. MARK Well, not all. After she saved me, she took me to my apartment. So we started talking and one thing led to another and, you know --

104. Bella's curiosity turns into skepticism. BELLA And then you woke up. MARK Yeah. Pretty much. I can't wait to go to sleep tonight. It's going to be so cool. Bella's expression says: what a dork. She motions her cameraman and they both head for the news van. A moment later we hear a RUSH of air. The Erkine spacecraft de-cloaks and lands in the middle of the parking lot, squashing a dozen cars in the process. Zaamartis walks out of the open door. We can see Supergirl lying unconscious inside the Cage. Everyone gapes at Zaamartis. BELLA Weren't you dead? ZAAMARTIS I am dead. Bella snaps out of it and heads for him, microphone in hand. Her Cameraman follows her, training the camera on Zaamartis. BELLA What happened to you, Mr. Thornton? What happened to the members of your party? Why did they all suddenly vanish? Mark glances inside the spacecraft and notices Supergirl. MARK What did you do to Supergirl? ZAAMARTIS No time for questions from the hostages. We hear the hypnotic sound again. ZAAMARTIS (CONT'D) Come with me. INT. STORAGE 1 - DAY Supergirl slowly wakes up inside the Cage.

105. There's another Cage lying next to Supergirl's. Five humans are in it, including Mark, Tina and Bella. Zaamartis stands a dozen yards away, looking as friendly as he can. He eyes Supergirl with a faint smile. The Battebot stands next to him. And behind them stands another Hoverbike. ZAAMARTIS Welcome back to the land of the living. Supergirl looks up and glares at him. MARK Are you okay, Supergirl? Supergirl turns to the hostages. She hadn't noticed them. Her glare melts into a worried expression. SUPERGIRL Not really. How about you? BELLA Taking into account that I'm in the middle of the greatest story in my career, you'd think I'd be happier. But somehow I'm not. Supergirl sits up. She rubs the back of her head as she turns to Zaamartis. SUPERGIRL Let them go and I promise I won't try to escape. ZAAMARTIS It's isn't so much that I don't believe you'd keep your promise. It's that I actually need the humans. Alive if possible. It's you who's expendable here. Supergirl turns back to the hostages as she slowly, painfully stands up. SUPERGIRL Don't worry, I'll get you guys out of here. She turns to the Battlebot. It looks considerably stronger now. She turns to the Cage, seizing it up, trying to find a quick way out of it.

106. ZAAMARTIS I must say I'm impressed. I seriously believed my little stunt at the mall was going to throw you off my scent. What gave it away? It was the doors of the spacecraft, wasn't it? There was no way for me to open them on cue unless I had taken over the ship's computer. I know it was a dumb idea, but I really felt that the old Battlebot didn't stand a chance against you in a fair battle and -- SUPERGIRL Shut up. He pauses for a moment. ZAAMARTIS Don't get me wrong. I wasn't mocking you. I do respect you. And you have to admit I've gone out of my way not to kill you or any -- SUPERGIRL Shut up. Just shut up. Do you seriously believe there's anything you can say that'd make me go: "oh, he's really not such a bad guy after all." Stop pretending to be friendly. I'm not buying it. ZAAMARTIS I'm not a monster, you know. SUPERGIRL Of course, you're not. You just want to destroy an entire civilization. There's nothing wrong with that. And why? Just to get revenge on what their parents did to you. Will that bring your planet back? Zaamartis chuckles for a long moment. ZAAMARTIS The first thing you learn after you've been in as many battles as I have, is that you can never win a war. (MORE)

107. ZAAMARTIS (CONT'D) The victor is always the one who loses the least. So before the Erkines attacked me, I made a copy of everything on Proden. Every book ever written. Every word ever said. Every blueprint of every building ever made. The DNA of every person and animal in the planet. I hid all that knowledge in one of Proden's moons. I was hoping that after the war was over I could use it to restore whatever was destroyed. Little did I know I'd need it to restore the whole planet. SUPERGIRL Then why destroy Erkine? Why not just take that knowledge and rebuild Proden somewhere else? ZAAMARTIS Do you seriously believe they're going to let me live? The moment they find out about me, they'll send their whole army to destroy me. And why should Proden be rebuilt anywhere else but on Proden itself? They were the ones who committed the genocide, why should I be the one who runs away like a criminal? SUPERGIRL The Erkines don't know that Proden can be rebuilt. If you talk to them they might agree to restore it. Zaamartis bursts into laughter. ZAAMARTIS Really? Do you believe that? Do you believe that anyone on Erkine would listen to the monster? He laughs again. ZAAMARTIS (CONT'D) And I thought you were smart. In the mean time, I must leave you. I need to charge this body. Don't try to break out of the cage while I'm gone. (MORE)

108. ZAAMARTIS (CONT'D) I rigged it so if yours is destroyed, the humans will get crushed by theirs. And even if you decide to sacrifice your friends, just take a good look at the Battlebot. It's not the same wimp you met before. I added sixty tons to it. You wouldn't want to mess with it now. He jumps onto the Hoverbike and leaves the ship. Supergirl watches Zaamartis as he leaves. She sends a quick glance to the robot and then turns to the hostages. SUPERGIRL You might want to close your eyes right about now. She turns to her Cage. She touches the force field that forms its walls. It looks like the force field that protected the ship. She takes a step back and punches the force field as hard as she can. The cage shakes, but the force field remains active. She punches it again. The hostages look scared to death. MARK Supergirl! I don't... I don't mean to question you but didn't the guy say that if you destroyed your cage, we'd get killed? Supergirl punches the force field again before speaking. SUPERGIRL I'm sure he was lying about that. He lies all the time. She punches it again. The force field falters for a second, but then reactivates itself. MARK Are you sure? She turns to Mark and smiles. SUPERGIRL Trust me. I'm beginning to understand that guy.

109. She punches it again and the force field shatters. The hostages react as if expecting their cage to crush them. But nothing happens. The Battlebot becomes active. It quickly moves toward Supergirl. She uses her superbreath to freeze the floor under the Battlebot. The robot slides and falls on its back. It tries to get up, but the floor is too slippery. Supergirl turns to the hostages and begins to punch their cage. SUPERGIRL (CONT'D) It's nice to see you don't really trust me. MARK Sorry. I... we... Supergirl chuckles. She punches the cage a couple more times and the force field shatters. SUPERGIRL Follow me. She heads for Storage 2. INT. STORAGE 2 Storage 2 is identical in size to Storage 1, and equally empty except for the six Erkines standing inside another Cage. The large metal doors that divide Storage 1 from 2 get kicked in with incredible force, landing twenty yards away. Supergirl stands behind the hole where the doors stood. She quickly heads for the Cage, followed by the humans. Then Supergirl begins to punch the Cage. CERELIA No need for violence. You can simply disengage the force field. Cerelia motions to the small box on the floor producing the force field. Supergirl regards the box for a moment, then continues to punch the Cage. SUPERGIRL This way is more fun. A couple more punches and the Cage shatters.

110. Versim takes a couple of steps and peeks into Storage 1, seeing the Battlebot still lying on the ground, trying to get up and slipping on the frozen floor. SUPERGIRL (CONT'D) Everyone go to the back. I'll deal with Zaamartis. The humans and Erkines head for Storage 3. SISKAR Where is Akreon? SUPERGIRL He's probably charging his body right now. SISKAR He downloaded his brain in the ship's computer. SUPERGIRL I already knew that. SISKAR I presume he did it so he's mind will be at full power even if the body is charged with nuclear energy. The Infiltrator's body probably doesn't have a mind, only a connection with the ship's computer. So if you destroy it -- SUPERGIRL He's dead. She rushes back to Storage 1. INT. STORAGE 1 Zaamartis stands next to the fallen Battlebot. He turns to Supergirl as she rushes into the room. He points his finger at the floor and melts the ice with a red beam shooting from the finger. ZAAMARTIS I must say I'm disappointed with that Battlebot. It turned out to be an idiot. SUPERGIRL You must know. You programmed it.

111. She rushes at full speed, trying to go around him and into the control room. But he moves as fast as she does, and stands in front of her. ZAAMARTIS You're going to have to go through me to get to the computer. SUPERGIRL I presumed so. The Battlebot stands up. Supergirl glances at the Battlebot, then turns to Zaamartis. She raises her fists, ready for the fight. INT. STORAGE 3 This one isn't empty like Storage 1 and 2. There's machinery in the rear end (the engine and power generators). There's more alien machinery near the right wall (the machine that builds the Infiltrators). And more miscellaneous equipment here and there. The two groups (humans and Erkines) stand ten yards away from each other. The Merkis seem calm, even Ernal. The Karias seem a bit nervous. The humans seem on the verge of screaming and crying. All the Merkis are eyeing the humans. Mark approaches the Merkis. MARK Are you just going to stand there and do nothing while Supergirl fights that guy? CERELIA We have no weapons. We came to Earth in peace. MARK No weapons? What about that giant robot? SISKAR It has no weaponry. Only it's strength. MARK Can you build another one? SISKAR No. We only brought one Builder. The one Akreon stole.

112. MARK What about those robots, like that Thornton guy? Can you make more? SISKAR No. The machine that builds them is controlled by the ship's computer, which is controlled by Akreon right now. A beat. MARK What about that thing... Thornton pressed a button on his hip and he disintegrated. Do you have more of those? CERELIA The disintegrating unit requires the power from an Infiltrator. It would not operate without it. Another beat. Mark tries to come up with something. MARK Come on! At least try to think of something. Supergirl is risking her life to save your butts and you're not even moving a finger to help her. CERELIA There is a simple way to disable Akreon. That lever over there -- (she points to the back wall) -- It controls the power generator. If you disconnect the power, you'll kill Akreon. MARK Then what the hell are you waiting for? He quickly moves to the lever. SISKAR It would kill us all as well. Mark stops.

113. SISKAR (CONT'D) Disconnecting the power to the engines would be fatal. The engines will implode without the proper shutdown procedures. Mark deflates. Cerelia eyes him curiously. She walks to him. CERELIA This is an interesting dilemma. Your friend, Supergirl as you call her, doesn't stand a chance against Akreon. She will die. And so will you. By pulling that lever, you will destroy Akreon and yourself. But Supergirl will live. I'm sure she would survive the implosion. What would you do, human? Given the fact that your death is certain, would you sacrifice yourself to save Supergirl? Mark looks doubtful for a moment. Then he gathers all his courage and grabs the lever. He looks as if about to pull it. TINA No! Don't! MARK I have to. I can't let -- TINA No! What makes you think she's going to lose? What if she's winning? INSERT SHOT of Storage 1. Zaamartis lands a punch on Supergirl's jaw, sending her staggering into the Battlebot which lands a massive blow that sends her crashing into a wall. BACK TO SCENE Mark hesitates. CERELIA Your friend does not stand a chance against a fully charged Akreon and a Battlebot. She will surely die. And so will we. TINA How can you say that! You don't know her. BELLA Yeah, come on, she's Supergirl. She can take care of herself.

114. INSERT SHOT of Storage 1. Supergirl punches the Battlebot several times while dodging its punches and a beam from Zaamartis. She kicks the robot and almost takes its head off. BACK TO SCENE MARK I... I don't know. I don't want to take a chance. I can't let him hurt her. BELLA Think about it this way: how do you think she's going to feel when she defeats that thing and is about to come here and tell us everything is okay, and then suddenly you kill everyone just because you didn't trust her to handle the situation? MARK (beat) I can't let him hurt her. SISKAR Will you be willing to die? TINA Come on, Mark. Give her a chance. Trust her. Mark slowly lets go of the lever. CERELIA There is no chance for your friend to survive. She might already be dead. INSERT SHOT of Storage 1. Supergirl lands a couple of punches on Zaamartis, but the Battlebot shoots the Tractor beam at her, distracting her enough for Zaamartis to land a couple of punches of his own. BACK TO SCENE BELLA (to Cerelia) What kind of a monster are you, anyway? Supergirl is risking her life to save you and you actually expect her to lose. Maybe Thornton is right and you deserve to be killed.

115. CERELIA I am merely making an objective judgment of the situation. Think rationally about the events that have occurred so far. Akreon used your friend to destroy our shield, to ensure that we wouldn't leave the planet. He distracted her while he took over the ship's computer and built another Infiltrator. Then he made her believe that she had defeated him. When she discovered his trick, he was waiting for her. You see, Akreon's greatest skill is his ability to think ahead of his opponents. He has always been two steps ahead of Supergirl. And he always has a plan B in case something goes wrong. It is impossible to do something Akreon was not expecting you to do. And now he has all the power of a fully charged Infiltrator and an eighty-ton battlebot at his disposal. Your friend cannot outthink him or overpower him. She will invariably lose. It is the only rational conclusion. INSERT SHOT of Storage 1. Supergirl lands a roundhouse kick on the battlebot's leg, severing half of it clean off. Zaamartis kicks her. She barely blocks the kick but it still sends her back into a wall. The battlebot uses the Tractor beam to recover the piece of its leg, and the Builder quickly restores it. BACK TO SCENE Mark looks lost. He doesn't know what to do. He grabs the lever again. TINA Mark, please, trust her. MARK I'll trust her. But if that guy hurts her, I swear I'll kill him. Even if I have to kill everyone too. INT. STORAGE 1 Supergirl lands a double-fisted punch on Zaamartis that sends him staggering back a couple of yards.

116. She looks tired and battle worn. He looks fresh as a lettuce. And the Battlebot looks intact. He fires a nuclear beam at her. She dodges in the last second, and then barely dodges a shot from the Tractor beam. She's out of balance when he lands a punch that sends her flying to the left wall. The Battlebot fires the Tractor beam. It hits her and pulls her toward the robot, which lands another massive punch that sends her flying to the back wall. Supergirl crashes into the wall, completely dazed. She slides down to the floor. Zaamartis rushes to her, grabs her by the neck, lifts her and slams her against the wall. He's choking her. She grabs his arm and tries to push him away. But she's too tired and he's too strong. She lifts her legs, plants her boots on his chest, and tries to push him away. ZAAMARTIS (calmly) All my life, I've always been the underdog. Always the weaker. Always the smaller. Always the slower. Supergirl gathers all the strength she has left and pushes with all her might. He slowly begins to move back. She pulls his hand half an inch away from her neck. She can breathe now. Zaamartis looks unperturbed. ZAAMARTIS (CONT'D) Always having to think my way out because that was my only chance. She continues to slowly push him away. Then he lands a punch on her stomach, knocking the air and most of the fight out of her. Her legs slump down. His hand returns to her neck, choking her again. ZAAMARTIS (CONT'D) It feels good to finally be able to just beat the hell out of my opponent. She looks out of it, about to pass out.

117. ZAAMARTIS (CONT'D) No subterfuges. No clever deceptions. Just good, old- fashioned brute force. I love this feeling. She lifts her legs again, and tries to push him away. But she barely has the strength to keep her legs up. Then her left foot moves to his belt, toward the disintegrating unit. He moves out of the way just as she's about to push the button. Then he spins and sends her flying to the Battlebot. The robot catches her in the air, wrapping its massive hands around her torso and pinning her arms to her sides. Zaamartis looks angry as hell. He screams at her. ZAAMARTIS (CONT'D) Do you want to die for them?! He shoots a thick beam that hits her in the shoulder. She screams in pain. ZAAMARTIS (CONT'D) You want to die for those worthless Erkines?! Then die for them! He shoots another beam at her left shoulder. She's in incredible pain, but shoots him a heat beam. This triggers the exchange. He tries to stop it, but his energy continues to shoot at her shoulder. Supergirl's costume vaporizes instantly where the beam is hitting it. Her skin is boiling with the heat produced by the nuclear energy. She's in incredible pain, but forces herself to continue shooting at him with her heat beam. He screams, unable to stop it. First her shoulder, then her whole body begin to glow red with the intense heat. The red glow moves down to the Battlebot's hands and they start to melt. Supergirl continues to hit Zaamartis with her heat vision for a second longer, but the pain is too great, and she's too tired and too weak. She stops and his beam stops too. Zaamartis falls to the ground. The Battlebot's hands melt away, and Supergirl slowly drops to the ground. The robot takes several steps back, as the red glow moves to its forearms, and they begin to melt.

118. It begins to wave its arms wildly, trying to cool them off, but it doesn't work. Now only about a foot of each arm is left. The rest is nothing more than silver goo on the floor. Then the Builder comes out and cuts the robot's arms off, inches ahead of the glow. The piece of the arm falls to the ground and melts away. Then the Builder reconstructs the arms using material from torso and legs. Zaamartis stands up. He looks even angrier now, but his voice sounds calm. ZAAMARTIS (CONT'D) That was stupid. Extremely stupid. Supergirl remains on the floor, clutching her left shoulder. We see a growing pool of blood under her. She manages to push herself up to her knees, but her back is still bent, and her head rests on the floor. We can't see her face right now. ZAAMARTIS (CONT'D) You are willing to sacrifice yourself to save a species who wouldn't move a finger to save their own mother. Supergirl begins to chuckle. He frowns at her. Puzzled by this reaction. She sits up. Still on her knees. Still clutching her left shoulder. She's in incredible pain, tired and hurt, but manages a smile. We can see the wound on her shoulder. A third-degree burn, half an inch deep. The bleeding has stopped, though. She continues to smile and chuckle for a moment. SUPERGIRL You are right. You were always the underdog. At least that's what I thought. She takes several deep breaths. She looks pitifully weak and wasted. SUPERGIRL (CONT'D) I thought I could just overpower you. I never really tried to outthink you. He stares at her curiously. He knows it's some kind of desperate subterfuge, but seems interested on finding out where she's going with this.

119. SUPERGIRL (CONT'D) And now, when I can barely breathe, it finally occurs to me. It was so simple. The computer needs energy. I just needed to cut the energy supply. He chuckles. ZAAMARTIS Indeed. Should've been obvious. But there's nothing you can do now. SUPERGIRL I can't. But they can. ZAAMARTIS The Erkines? No. Shutting down the power now would cause the ship's engines to implode, killing them. Unselfishness is against their religion. SUPERGIRL Not the Erkines -- the humans. Mark. He'd rather die and take you with him than let you kill me. Sweet, isn't he? ZAAMARTIS (beat) You're bluffing. SUPERGIRL Am I? Have you just met humans? They're a pretty vengeful kind. You'd probably like them. (beat) I can see Mark from here. He's about to shut down the power generators. I'm actually wishing he doesn't do it. But there's nothing I can do now. It's up to him. Zaamartis turns toward Storage 3. He can't see anything from here. He turns to the Battlebot. ZAAMARTIS Crush her. He turns around and rushes for the back of the ship. The Battlebot walks to Supergirl, traps her inside its massive hands and begins to crush her. She aims her heat vision at her right hand, heating it up.

120. Then she thrusts her red-hot hand into the robot's hand and easily cuts through it, freeing herself from its grasp. She falls back to the floor, barely able to stand on her own two feet. The Battlebot throws a punch that she dodges at the last second, while she heats up her fist again and lands a punch that severs the robot's leg clean off. The Battlebot falls on its back, it tries to get up, but Supergirl severs its left arm. She heats up her hand again and thrusts it into the robot's chest. It cuts like a hot knife through butter. She moves her hand around, destroying all the robot's mechanisms inside. The robot's remaining limbs flail about for a second or two before going limp. She keeps her hand inside the robot's chest, looking for something. She finds it and pulls it out. The Builder. She holds the Builder while she stares at the limp robot. The thing isn't going to move again. The Builder's legs flail madly, trying to break away, but it can't. Then she nonchalantly crushes the Builder and heads for the control room. INT. STORAGE 3 Mark holds on to the power lever as if his life depended on it, staring at the door that separates Storage 3 from Storage 2. The door opens. Zaamartis stands outside. Mark tightens his grip on the lever, but can't force himself to pull it. Something about Zaamartis' eyes stops him. Zaamartis stares at him with a fatherly expression on his face. He looks concerned. Not concerned that Mark will kill him, but concerned that Mark might hurt himself. He slowly walks to the back where Mark stands. The Erkines stand still, afraid to move a muscle and so do the humans. It takes Zaamartis several seconds to walk to Mark (about the same time it takes Supergirl to get rid of the Battlebot). He grabs Mark's hand and gently moves it away from the lever. Mark seems mesmerized by his eyes, though Zaamartis isn't using the hypnotic sound. Then Zaamartis welds the lever in place. He smiles and says something to Mark. Quietly. Only he can hear it. ZAAMARTIS It is over. No need for sacrifices.

121. INT. CONTROL ROOM Supergirl stands next to the main console. Her hand on it. All she has to do is push her hand into the console and the computer is gone, and so is Zaamartis. Zaamartis enters the control room. He looks back through the open door, and stares at the destroyed Battlebot for a second. Then the door closes. He turns to Supergirl and smiles. ZAAMARTIS You know. As I walked back here I wondered why I was able to walk all the way here -- why you didn't simply destroy the computer while I was away. He heads toward her. Walking very slowly. ZAAMARTIS (CONT'D) I presume you'd like to gloat. Go ahead. Gloat. You defeated me. You've earned it. SUPERGIRL No. I just wanted to ask you a question. ZAAMARTIS Go ahead. SUPERGIRL Where is it? The copy you made of everything on Proden. Where is it and how can I use it? Zaamartis stops. His smile slowly fades. He regards her for a long moment. ZAAMARTIS The second moon. Two miles below the surface. Any good scanner should be able to find it. The password is my daughter's name: Ilzia. SUPERGIRL I'll personally make sure that Proden lives again and that the Erkines learn their lesson. ZAAMARTIS It's strange that you feel the need to tell me that.

122. A beat. SUPERGIRL Anything else? ZAAMARTIS No. I am ready to leave. Oh, one thing. The first female to be born on the new Proden. Call her Ilzia. Would you do that for me? SUPERGIRL I will. Supergirl thrusts her hand into the console, shattering it. Zaamartis' eyes become blank, lifeless. And slowly his body slumps to the floor. INT. LINDA'S ROOM - NIGHT Supergirl stands in front of her open closet, staring at all her clothes hung inside. Mark stands by her side. There's very little else in the room. Only a small bed. SUPERGIRL What should I take for an interstellar trip? MARK A towel. Definitively a towel. She chuckles. He goes to put his arm around her shoulder (the left one) but remembers her injury and pulls back. SUPERGIRL Don't worry. It already healed. He wraps his arm around her shoulders, tentatively at first, not wanting to hurt her. Then she rests her head on his shoulder. SUPERGIRL (CONT'D) This will be my first time outside Earth since I got here. MARK Do you want me to go with you? SUPERGIRL (chuckles) No. I'm not sure it's a good idea to go myself. Am I doing the right thing?

123. MARK Trying to restore a wrongfully destroyed planet and make sure it never happens again? I think so. But then again, what do I know? They chuckle. Then his expression turns serious. He stands facing her. MARK (CONT'D) Look, I know this is the worst moment to ask you this, but I really need to know -- where do we stand? SUPERGIRL You mean as in what are the chances of you and me going steady? MARK Yes. I mean -- I know you have a lot in your head as it is and I don't want to add to that... but I need to know. SUPERGIRL You want to know if you can date someone else while I'm gone? MARK No. It's not that. Look, whatever you choose -- it's okay with me. If you just want to be friends, I'll understand, but if you... you know... SUPERGIRL (smiles) Are you really this nice, or are you just afraid I'll beat you up? Mark chuckles. MARK Okay, let's be honest. A week ago, I was the most carefree, selfish and self-centered guy on the planet. Then there you were, risking your life to save a race of beings you'd never met before. I mean, I wouldn't cross the street for any of them, and you almost got yourself killed. That's so freakishly unselfish. It made me feel like a jackass.

124. SUPERGIRL You were about to kill yourself to save me. MARK I didn't. SUPERGIRL I'm glad about that. MARK Anyway. If I could help you in any way, even if just as a friend who listens to you whenever you need someone to listen to you. Maybe, you know, I could be a part of it. Know what I mean? Supergirl puts her hands on his shoulders and leans closer seductively. He puts his hands on her hips. SUPERGIRL So you want to know where we stand? They kiss passionately for a long moment. Then they pull apart and eye each other. SUPERGIRL (CONT'D) (beat) You're going to start giggling again, aren't you? He chuckles. MARK It's just so cool. I'm dating Supergirl. INT. CONTROL ROOM - NIGHT Through the front window we see only outer space. The small circle of the moon can be seen to the far left. Supergirl stands several feet behind the consoles and chairs. Arms folded and looking longingly at the space outside. Versim and the Karias stand behind her. None of them will sit while she stands. Versim is taller than her, but he hunches his back so his head is never higher than hers. Ernal sits at the controls, alone. Cerelia and Siskar stand on the other side of the room. She approaches Siskar and talks to him in hushed tones.

125. CERELIA Look at the Karias. They treat Supergirl as a superior. SISKAR I presumed they would. She defeated the mythical monster, even with the odds against her. The Karias on Erkine will do as well. CERELIA I'm sure of it. She will be treated as a General. Perhaps even Generals will treat her as a superior. She will have no problem convincing them to restore Proden. SISKAR She won't. CERELIA (beat) I was thinking about something: wasn't this the best outcome for Akreon? Think about it. Even if he had defeated Supergirl, he wouldn't have been able to destroy Erkine by himself. And even if he had, he wouldn't have been able to restore Proden, and all the neighboring planets would have regarded him as a monster. He would never have been able to live in peace. But this way, Proden will be restored. Without wars or deaths. SISKAR You presume he lost the battle on purpose? Clear your head of such thoughts, Rationalist. Everything is as it should be. Ernal will be punished for freeing the monster. Versim will be punished for calling him roach. Proden will live again. And maybe in a few thousand years, when the legend of the Supergirl from Krypton overshadows the fear of the Akreon, perhaps Zaamartis will be allowed to see his beloved Proden once more. CERELIA But Siskar --

126. Siskar gives her a fatherly smile. SISKAR Everything is as it should be. Think only about that, Cerelia. Only about that. He pats her on the shoulder and walks toward Supergirl. FADE OUT. THE END




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