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Tess kneels on the ground, shutting down her expression again; Zod is nearly motionless with the knife.

ZOD: You will be a vessel for my true companion.

Tess looks up at Zod, unable to move.
TESS: You need me. You need to learn to assimilate into human society. They will not follow some...foreign...

ZOD: I do not need human society. They will obey.

TESS (desperate):
I gave you the means to defeat Kal.

You know nothing. This was a sacrificial knife on our home planet before Jor-El disavowed it. It marks the new beginning. You have offered yourself as the sacrifice.

TESS: I didn't sign up for this.

Tess struggles, but Zod's hand pushes her down under the steady knife. It looks like Tess is about to break.

Her face tightens. This is not the way it goes.

ZOD: You already made your choice.

Tess musters all her strength, and with purely human training plunges the Kryptonian dagger into Zod's chest.
At the last second it catches his shoulder. Dark blood leaks down.

Zod looks at the dripping blood, the green rock, a little astonished at the sight of it. His face is unfeeling, then amused.

ZOD (CONT'D): This is far too much trouble for a vessel.

Tess says nothing. Simply takes the knife, races to a door. She SLAMS it behind her, four thick automatic padlocks closing her inside.

Zod walks on the other side of the wall slowly, waiting for his skin to heal and seal up. It does, in a patchwork, a crisscross of white lines. He takes a turn through the mansion. Making the wait longer.

ZOD: You have done your work well. And I admire a worthy opponent. Kal-El never had to wait for death.

Zod's voice becomes louder, getting closer.

The CAMERA PANS to reveal Tess in a small room behind the bookcase.

ZOD: It is a pity.

Tess breathes in and out, hiding for the first time. The knife is now gone, perhaps stashed away in some unseen corner of the room.

There is a heavy sound, something CRACKING. Tess jolts toward the sound, looking up.

The CAMERA PANS OUT behind her to the jagged hole in the metal wall.

…that like all humans you are weak. But, you have been useful.

Tess looks back. Somehow. Almost prepared. She knows she can't stop him. He's breaking in.

In a desperate move, Tess takes out a needle and injects herself with a poison. Tess's features quickly become stiff, cold. Shutting down.

TESS (with effort):
I've studied the deadliest poisons known to man. I've injected myself with a poison. It comes from a fugu fish. Harmless creature. A delicacy for those who want to flirt with death. I know how much it takes. It's shutting down every muscle center in my body.
(defiant) I'd rather be dead than be your vessel.

Zod makes his way inside the room where Tess lays dying, impudent until the end.

Zod lifts Tess up, and pats Tess on the cheek, not much life left in her.

(struggling to breathe) I hope Clark destroys you.

He turns her head toward the wall.

ZOD: Human.

The CAMERA stays on the wall. A CRACK. Tess's neck is broken.

Zod looks down, studying his 'new' hands.

A mere human will not hold her for long.

His voice is not quite acclimated to human speech, robotic.

Zod walks out, toward the desk, glancing at the strange characters on the page. Open on the desk is file Forty-Five, the photographic image nearly identical to Zod's reflection.

"Weaknesses: Unknown" is written on the page next to a picture of Davis.

Zod pushes it aside, impatient.

Beneath it, there is another. The CAMERA SCANS over the text.

INSERT - File: Experiment Forty-Six "Successfully planted." An expressionless face, clear eyes, blonde hair. Chloe Sullivan. "Showing high levels of cogital response." An address.

CLOSE UP of Zod as he looks straight into the camera.


Andrea's dark car drives through winding farmland. It's barely visible in the night. The city lights blur by the foggy
windows. Voices.

ANDREA: The people who attacked you. Soldiers for Cadmus. Their old labs have since reopened. The soldiers are popping up everywhere, collecting information. More than that, it's worse than when the Luthor's started out. They're hunting all of us for their little project. It's hard to get just one mission done because I'm thinking of who'll disappear in the process.

CHLOE: So Cadmus has gone from farming plants to people?

Chloe and Andrea talk in the front seat, Davis leans against the tinted window in the back. His eyes are closed; there is
a look of discomfort on his face. He looks down at his hands. Flexes them, fear on his face. Unable to forget what he
almost did. Saw.

Davis listens; the volume increases. He looks ahead to Chloe leaning over the back seat with the bandage over her forehead. His face relaxes. Tender.

CHLOE (CONT'D): (muttering at Andrea)

Chloe kneels on the back-seat, clinging to the armrests as the car speeds along. Two tranquilizer guns from the faceoff on the floor next to her. Protection. In case they follow.

So what I was saying Davis, is that she's like Clark. Pretty much. Minus the whole alien healing thing. We worked on a mission together a while back.

The first attempt to take down 33.1. Molly Griggs uploaded the samurai sword to kill Lex Luthor and end the project. That was her solution. Andrea...
(acknowledges Andrea)
...Rojas convinced Nick Yang to stop it.

CHLOE: (a little amazed)
You got all that in one night? You speed read too?

DAVIS: It was exciting. I couldn't always sleep.
(looking down) It kept me from staring at locks of your hair.

Andrea doesn't know about that. The car falls into an odd silence. Chloe nods, awkwardly trying to find something else to say.

CHLOE: Well the gist of it is, we can trust her. She believes in second chances. She knows them inside out.

ANDREA: I'm still sadly lacking the hacking powers though. Right, brain? I'm still the brawn. This Senorita on the other hand, was fierce.

Davis, almost smiling again, looks out the window. He notices a suspicious car following.

DAVIS: If we want to keep this place you're bringing us a secret, you might want to speed up some here. Someone's behind us.

Andrea banks a hard right on the steering wheel, peels off the road behind an empty gas station. After a few tense moments, a car peels by ahead of them, a bright purple sports sedan.
Andrea stops the ignition bringing the car to a stop.

They sit silently for a few moments watching tensely to see if any more cars make an appearance. They bide their time.

ANDREA: (drumming nervously on the steering wheel) So, Davis, since you apparently know everything about me, I think my research is sadly lacking back in your favor.

DAVIS: Well...Krypton...

ANDREA (to Chloe): Class U then?

Chloe looks up at Andrea, trying to decide how much to say.

DAVIS (looking at Chloe, nodding): I was 'hatched.'

CHLOE: How did you know Davis and I were going to be ambushed?

ANDREA: A little nosiness. We've been tracing something called Project Ultimate. Your names came up. I tracked Cadmus, which ultimately led me to you. Besides it would have been impossible for me not to have heard. "Davis Bloome and the woman who left with him."
(glances at Chloe) You. The newspapers couldn't get enough of the modern day Bonnie and Clyde until...everything...
(abruptly) You're both kind of legend by now- Tragic legend.

CHLOE: Legend? Legend implies over.

ANDREA (uncomfortable):
The city of Metropolis's manhunt for the Cornfield Killer has stopped. The papers say he... *(glances at Davis)
...you were-

CHLOE (interrupts): ...impaled on a pipe. Just another reported death on a day the papers are dubbing 'Doomsday.'

ANDREA: So you know.

Chloe nods.

The road looks clear, so Andrea starts the car back up again and begins to drive.

Chloe squints at Davis, the holes in his jacket where the glass pierced through. There is no blood on it.

ANDREA (CONT'D): The soldiers back there, well some of them are clones. Cadmus wants to create the ultimate weapon and the last instance of this failed...
(Andrea nods to Davis)
...when you died. That Davis must have been their 'plant,' a clone.

DAVIS: A clone of me killed Jimmy? That's what Chloe thought.
And Chloe?

ANDREA: Another clone I'm afraid. Though, I suspect some of these clones have no idea who or what they are. They think and believe that they are the real thing.
(to Chloe)
I was hoping maybe with you, the Justice League...I haven't been able to get in touch with Bart on my own. I don't really know anyone else and Clark, well he's still MIA.

I can't go to Oliver anymore. Ever since Lex...he'd be at the head of the mob with pitchforks.
What are you going to do?

Andrea shakes her head, unaware she's digging her nails into the steering wheel. Going inside of her head a little, Andrea loses focus while driving.

Her trance is broken by the car swerving to the side of the road and Andrea cursing in fluent Spanish.

ANDREA: Caramba!

Andrea smooths out her driving and picks up where she left off.

ANDREA: I'm going to keep fighting. There's a group, people like us I work with.
We like to call ourselves the "Underground Legion." We can't stop our work because of them.
I need someway to stop this soon.
They have a list. All our people. It started out as something, a roster of aliens and the infected. I thought before it was only known to us. It contains every single one of our operatives.

DAVIS: How do you know that?

ANDREA: Many of us have been caught during the little gap in our schedules when we can't be together. Only one of us survived it. She's powerless now, but she's alive. She doesn't remember.
The others...they disappear. They extract their powers and execute them a day later. We find them soon after. It's always exactly a day. We can't trace anything. And they're just biding their time.

CHLOE: You think it's going to get worse.

ANDREA: I know it. I can't let any more of my people die. I know, what you said, but I can only trust you for this.
Turnabout is fair play?

CHLOE: No offense, but what can we do?

ANDREA: You're the only ones who have a way in. You have something they want. What makes them so dangerous is that their goal is somehow within reach. The perfect lethal human weapon.
(to Davis)
I didn't realize it until now, but you are project Ultimate.

Davis turns his head, sickened.

DAVIS: Given the choice? They want to create another-?

ANDREA: They think they need you.

CHLOE: You mean we're not dead to those who matter.

ANDREA: If we can get this list we might be able to save some lives. And it just so happens that I know where to find it.
It's dangerous, so in case something happens, I don't want to call more of my people in...but... they won't hurt Davis. If he starts to transform and those tranquilizers don't work, they will scatter long enough for us to get in, get out, get what we need.

CHLOE: You're asking me to put him right in their hands. That's why we left Smallville. Even for a small town, it was crowded. Too many people there could get hurt. You have no idea...

ANDREA: Just how dangerous he is? Let me think was that, a few hundred vigilante missions? As opposed to one? It's the same thing really. It's life.

CHLOE: You have the luxury to make that choice. We don't.

ANDREA: Everything's a choice. How else would you have saved that many lives?
You're both stronger than you give yourself credit for.

CHLOE: We can't afford to. Especially now. I've started believing in Murphy's Law.

ANDREA: I understand if you wanted to walk away under those circumstances. I'm not just thinking that there could be a connection. I know it. Truth is your mission, like this, is mine. Can you walk away from that? There could be a solution.

CHLOE: There is no cure. I tried...Only me.

ANDREA: But did you have all the information? I'm guessing they have a---a---

CHLOE: Genetic map.

ANDREA: ...by now. This could be your last link to the truth and to your future. That's important to you. You can't deny that.

CHLOE (shakes her head): It's not about just me anymore. It's us.

DAVIS: Exactly. Us.

ANDREA: After that, I'll help you rent something, bring you both so you can keep going. Here. I think---I think this is gas station number twenty-three.

CHLOE: Can you imagine what they can do?
If they get their hands on him... he's not human to them.

Andrea looks at Chloe acceptingly, as if to say "it's your choice."

DAVIS (with an almost ironic smile): It's not like I can die anyway.

Chloe knows that something worse can happen. Not like he does. She turns, undecided.

CHLOE It's a cage.

DAVIS (gently):
You can trust me, too. I won't crack.

Chloe turns between them both, looking at the two people she has left.

In the dark they look like bother and sister. Tall. Dark. Davis in his torn up jacket, shards of glass on his clothes, a little afraid, but decided too. Andrea, full of nervous tension and purpose. Strangers on the same side.

CHLOE: We're in. I guess that means we're going home.


Dr. Hamilton walks into the surroundings of what seems to be an abandoned brick manor. He checks his watch, kneels behind a plot of dead grass. He scoops up some reddish soil in his hand.

Satisfied, he walks to the door, knocks on it. Immediately, the strongly built Masked Man dressed in gray appears behind him, shoves him into the wall.

DR. HAMILTON: (straining against the concrete) I'm a scientist. I think I came to the right place.

The masked man lets go of Dr. Hamilton, his face not registering much. He is powerful, trained to be expressionless. He looks Dr. Hamilton over from his shoes to his impossibly neat lab coat.

MASKED MAN: This is private property. No need for scientists here.
Dr. Hamilton stops, finding his voice familiar. He shrugs it off.

DR. HAMILTON: I've discovered something that your superiors need to know.

The Masked Man stands there expressionless.
DR. HAMILTON: And I don't suppose you'd tell me what kind of shoes you wear?

The masked man, on reflex, looks down at his feet and Dr. Hamilton holds out the vial in his hand, with the same dirt inside.

DR. HAMILTON: For a top secret facility, you should clean up your act. I've traced your people here.

The masked man looks up, and around him, afraid.

You've cloned people successfully, but recently you've been modifying the DNA code, haven't you?
You're creating super-humans, with unusual strengths and unusually long life spans. You check and recheck them for 'flaws' and you're planting them.

Giving them what appear to be normal lives along with every one else until you choose to use them. But you didn't check close enough.

MASKED MAN (whispering):
You're crazy.

DR. HAMILTON: You know, that's the second time I've been told that this week.

Dr. Hamilton continues speaking, though he directs his voice inside the building, hoping someone from inside will hear him.

I found one of them. You coded them with substantially higher levels of adrenaline, greater strength. I can tell that much from a few drops of blood. They can probably fight without anything stopping them.
That- their durability. They can live near to forever, like you wanted right? Just one thing. When they prick their hands, they can't feel it.
Maybe this seems like a good thing, except they can't know if they are dying. When they die, they can be tagged. Those irregularities will stand out anywhere. If it was human disease, I'd say congenital insensitivity to pain and andriosis. But it's not. You've altered them in ways the body is not meant to be altered. You've taken away part of their senses too. The pin receptors won't respond to the pain, there are too few un-myleinated fibers. It's the H340 gene. They don't have complete cells.
I have the expertise to help you correct this.

There is no sound around other than the impatient breathing of the masked man, but the hair on the back of Dr. Hamilton's neck pricks.

He hits the door once more.

(calling inside): I know your secret Westfield, and I want in.

There is a barely visible shifting movement in the keyhole.

MASKED MAN (exasperated): I'm going to have to take you to my boss, X. Can't have you disturbing company property. People are working in there.

DR.HAMILTON You do that. I come in, or I walk away with my ramblings. Text them to the first eager new journalist I find at the Planet.

DABNEY (O.S.): Hamilton, is it? I expected you sooner. Leaving would be inconvenient after all the work I've gone through to bring you here.
(to the masked man)
Let him in.

The masked man looks between Dr. Hamilton and the door. He steps back as a panel in the wall beside it slides open.

A face appears in dark for a minute- sharp- wise and a little fanatical. It is X, a name linking to his research on X-Y chromosomes and cloning.

Dr. Hamilton walks ahead, haltingly, recognizing the face. It is Dabney Donovan, his old colleague. He wanted him to
find them.

CLOSE IN on Dr. Hamilton's triumphant, and somewhat hunted smirk.

DABNEY (CONT'D): Hello Emil. I see you just talked to my counterpart, with abilities! I'd like you to meet Ivan.

The masked man, takes off his mask and reveals the identical face of Dabney Donovan.



Chloe, Davis, and Andrea stand at the back of the car looking in the trunk at the different weapons.

CHLOE: We can't take the tranq in there. It's too cumbersome.

Andrea crouches on the ground, undoes a few small handguns from the metal case. Chloe hefts hers.
ANDREA: I hope you can shoot that.

Chloe shows off her gun skills.

CHLOE: Anything else?

Andrea and Davis both smile.

Davis, Chloe and Andrea are near the familiar Cadmus base. The yards around them covered in red dirt. No one in sight. Davis scouts ahead, silent. Chloe creeps a few steps behind him.

Behind them, Andrea is more tentative. She would have expected someone by now. This is just strange.
Nevertheless, the terrain takes her by surprise. A deep hole knocks her off balance but she quickly rights herself.

Ahead of them, two paths diverge. The front, a dark, twisting corridor leading to the center of the facility.
Behind that, a lighter, locked path with coverage in the few trees left.

ANDREA: This is the way.

Andrea walks closer, just to the fringe of where the trees cover her. Anyone at the windows would have a clear shot.

DAVIS: Not through the front door. That's too obvious, especially since they already know what we look like.

CHLOE: Why do I feel like an army of flying monkeys are going to walk out any second singing a marching chant?

ANDREA: If you split...

Chloe shakes her head.

CHLOE: We have to stick together. Both of us.

Okay, you both take that way. I'll take this one...I know this place, and what I have to get. I don't need that much help anyway.

CHLOE (concerned):
It's dark. The contacts won't help you for...

Andrea flashes them a smile.

ANDREA: Trust me. I've learned some things.

Andrea starts to walk away, turns, fumbling to adjust the ties to her mask.

(going the opposite way toward the facility, barely audible now):
Take care of each other.


Chloe and Davis, nearing the facility. Davis walks a few steps ahead. Davis steps calmly, almost predatorily, but his hands are white-knuckled over his handgun.

Chloe, on the other hand, attentively walks scanning everything in sight, scoping the wall behind them. She's in her element.

DAVIS: Nervous?

CHLOE: We're literally walking into a hornet's nest.

Davis reaches out a hand to touch her arm.

DAVIS: We can still turn back.

CHLOE (excited): Are you kidding?

Davis grins, his old light-hearted self seeping through.

They continue to creep silently. Chloe takes the time to watch Davis stealthily make his way inside the facility. She finds his graceful movement to be attractive.

CHLOE (CONT'D): You're doing that whole Kryptonian thing, aren't you?

Davis blushes.

You know, when you walk like that it's like you're not even there.

DAVIS: We are the distraction.
(apologetically) It doesn't mean we have to make noise.

Chloe stops, knowing exactly what the distraction means.

CHLOE: I know, this must be- Davis- this means- this means a lot.

Davis shakes his head, turns toward the cobblestones on the building, and then to Chloe.

CHLOE (CONT'D): Just until Andrea gets back. We can take this.


Andrea walks along the dark wall, feeling her way with her hands. There's a door. She presses herself against the wall and wiggles her fingers into the gap.

In the doorway, two loitering GUARDS spot her. They wear masks, like the team that tagged Chloe and Davis at the cabin.
Andrea turns behind her to the wall. A dead end. She is a beacon in her black coat.

The guards move forward, holding the tranquilizer darts in firing range. Andrea looks up to see the interior courtyard
roof. She can't jump. She is trapped.

GUARD#1: A blind superhero? like that superhero in heels?

Before Andrea can kick out, Guard #2 blurs into super speed, grabbing her wrist. The mask falls away from Andrea's face.
She stands. Exposed.

GUARD#2: Another of you freaks? Who are you?

ANDREA: Look who's talking superfreak.

Guard #1, human, but strong, shoves her into the wall away from Guard#2 CRACKING at the white cobblestones.

Andrea punches out at Guard #1, and his head flies to the side.

Guard #2, shorter, more powerful, holds Andrea in place effortlessly as she struggles. He slashes her wrist with a knife, just missing a vein.

GUARD#2: Sorry, pretty girl.

GUARD #1: You shouldn't have come here. We'd have come to you.

Andrea smiles, uncertainly at them both, taking up 'surrender' position.

ANDREA: I give myself up peacefully. But you're wrong.

Guard #1 shakes his head, tight-lipped. Insulted. Guard #2 smirks.

ANDREA: I see both of you. Special contacts.

Andrea slams the guns in her sleeves over them both. Then, panting, she knocks both of their heads together, taking her guns back and theirs. She points one, hand shaking, at Guard #1. He doesn't move.

Andrea still doesn't release the trigger.
They're going to come after them. All of them. She's done this before, but she hesitates.


I killed that man. It didn't bring me the peace I was looking for.

Andrea looks down at her hand where the slash is, winces, and 'holsters' her gun again. She knocks them unconscious choosing not to kill them.
Andrea sprints rather than leaps away, blood still dripping from her wrist.

Where the guards entered, the door remains open, revealing a maze of tunnels. After a few yards Andrea is relieved to find somehow the walls are lit phosphorescently.

There is a shape in front of her. Andrea jolts. Ahead of her is a suspended body in a brightly lit tank, like something from the X-Files. Andrea stops in horror, recognizing the face.


Andrea reaches her hand up to the glass. Nothing moves. Along the wall of the tank there are letters lit up. STASIS. If she tries to free him now he won't ever wake up.

Andrea backs up, barely avoiding the bars that snap over the glass. Behind her a high whining noise starts. The alarms.
Andrea's eyes narrow.
She runs.

Alarms begin to PEAL all around Chloe and Davis. He falls to the ground, the sounds hitting his Kryptonian hearing with agonizing levels.

Chloe's eyes widen as the very walls around them come to life, swarming with Cadmus soldiers. They are going to have to take the fall.

The soldiers, guns trained, don't seem to recognize them.

Chloe pans her gaze out, looking at tens of expressionless faces, finally finds the one she was looking for. The masked man is at the head of the group.

Davis starts to rise.

CHLOE: Don't separate us. We've come to you.

IVAN (MASKED MAN): We have been tracking you.

Ivan motions to someone behind them.
Around Davis, thick steel bars SPRING up, blocking Chloe from his sight.


Andrea sees what is a brighter reflection of the Watchtower, everything under lock and key.
Andrea keys in several passwords from memory. The doors slide open.

Andrea holds her building plans in front of her. Without hesitating, she goes right to a metal safe hidden behind an expressionist painting. The repository of Cadmus's highest 'intelligence.'

Andrea pulls out a stack of files, a small black box. She leafs through the files quickly, searching for the list.
The expression on her face switches from triumph to puzzlement.
Instead of the list, she finds experiment reports. Files on the clones. She shifts through them again, as well as the other files on the desks. The list is simply nowhere to be found.

The computer flashes and Andrea watches a feed of the security guard making his rounds. Davis trapped in a cage. She has five more minutes of clearance.

A silver pendant sparkles. Andrea notices it out of the corner of her eye. She picks it up, eyeing it over. A tag is attached.

"Chloe Sullivan"

Andrea places the pendant and some files under her coat. Instead of exiting the room, she walks farther into the facility.
There is something else she has to do.


Chloe stands outside the bars, trying to see Davis. They are nearly a foot long and almost as thick, in every direction.
A pulse of electric shock leaps out as she reaches toward the bar. She can't touch him.

All we can see is one eye where it meets Davis's through the gap in the cage bars. Looking intensely. His are brownish red. Davis can hear her when the others can't.

Behind her there is a commotion among the guards.

HE Hears a BLUR OF NOISES AND SOUNDS. They are dim, tunnel-like. COUGHING. The CLICKS of triggers in a gun. The faraway SKID of shoes against the polished floors.

Davis focuses in on one sound, an unfamiliar voice.

DR. HAMILTON (O.S.): To find the problem I need a basis for comparison. The true subject.
You have my subject.

DABNEY (O.S.): That one?

Chloe moves as close to the cage as she can without getting electrocuted.

CHLOE (whispering): We're okay.

The FOOTFALLS approach her. Davis begins to hit the bars.

CHLOE (CONT'D): Davis?

Instead of making it better, Davis THROWS his entire body against the wall. Chloe jumps back, right into the waiting arms of the soldiers.

A drum-like HEARTBEAT increases in volume, thunderous, as Chloe is pulled from the cage, struggling.

Andrea scrambles through the experimental computer. The panels are opened wide. She pulls out a small black disk.


ZOOM IN on the clock on the Computer. 01:01 until lockdown.
Andrea pushes her way out of the inner room into the first DOORWAY she sees. Ducks right behind the CAGE.


CLOSE IN on the security camera footage of the cage. Davis is inside it, crouching against the bars. He is already beginning to transform, inky ridges rippling under the torn shirt in the bright lights.

ZOOM IN on Davis in black and white and FADE UP INTO:

Color. The spikes are now brown and blood leaks out from where they pierce Davis's skin, onto the floor. Davis shuts
his eyes tightly and bites back the sound in his throat.

The sound of Chloe's HEARTBEAT is slowing. She's gone. Without her, the beast starts to push its way out quicker.

The guards can barely see Davis on the floor of the cage. Desperate now, Davis holds on tighter. The metal shreds under claw like fingers. The beast will kill everyone in the facility and maybe Chloe if it gets out.

- Davis- Turbulence:

DAVIS (V.O.): It keeps the Beast from coming out. It makes me feel...human.


The soldier furthermost corner of the cage has turned his back, smoking. Between him and Davis there's only a half torn heavy metal bar and a thin pane of glass. He's a sitting duck.

Davis's jaw sets, knowing he has to make that choice. Again. He can't let them all die. He can't let...

Davis's face wars between determination and horror. Something stops him, for a moment.

A) Legion: Davis retreating from a Braniac infected Chloe.
DAVIS (CONT'D): I won't hurt anyone.

B) Turbulence: Davis in the confessional.
DAVIS (CONT'D): Forgive me Father...

C) Eternal: Chloe, staring back at Davis in Isis, winded and broken.
CHLOE: I thought I did.


Chloe walks as a prisoner down a long corridor, soldiers pushing her forward.

CHLOE (V.O.): (Chloe's non-linear thoughts)
Will Davis kill with me gone?
He won't be the monster again.
Does he have a choice?

The horn pushes itself past Davis's face, his features disappearing into a tangle of spikes. A horrifically changed Davis crawls forward, not making a sound.

The soldiers in front keep their guns trained, now relaxing as the beast 'quiets.' Oblivious to the peril of the last soldier.

Andrea is on the other side of the cage, hidden from view, taking careful breaths. She watches through the bars, gaze
steady. Silent.

Davis looks down at his hands. In one blurring second, he SHATTERS the glass.
A yell fades into the b.g.

Chloe. Looking around her. Cornered. The soldiers slam thick padlocked doors behind her. She focuses on an armed figure in a lab coat. Chloe sees Dr. Hamilton warily, betrayed.

CHLOE: You are a part of this?!

Chloe backs away toward one of the desks and grabs the closest thing she can find. A scalpel.

DR: HAMILTON (approaching): Calm down. I'm here to help you. I only came here...Because...

Chloe holds the scalpel out in front of her.

(stopping) Cadmus has been tracing your tracks.

CHLOE: And you too right? How did they find us?

Night traveling and fake I.D.'s aren't exactly subtle. Their people are everywhere, including places you stopped. Every contact leaves a trace.

CHLOE: Keep talking. How did you know?

DR. HAMILTON: Occam's Razor. Eliminate the impossible. Whatever remains, however unlikely, is the truth.
The biggest puzzle is why did you come here?

CHLOE: A friend needed help to save-

Dr Hamilton chuckles, rather inappropriately. She sounds like her clone.

Chloe shakes her head.

CHLOE: Cadmus agents have been cloning, and then picking my friend's people off, leaving their bodies as messages. They're going to find all of us.

DR. HAMILTON: That doesn't make any sense. Donovan-

Chloe's eyes peer up quizzically.

DR. HAMILTON (CONT'D): My old colleague. He's the head of this place. He may have some crazy ideas, and even crosses moral and ethical boundaries to make them happen, but that doesn't sound like him.
I mean, Cadmus- wants her people. They are trying to find the ultimate being...Doomsday.

Dr. Hamilton takes a paper, scratching a symbol onto it.

DR. HAMILTON (CONT'D): Give this to your friend. Look it up. Cadmus might not have mastered the genome yet, but they are not foolish enough to kill off valuable resource material.

CHLOE: If you just got here-

DR. HAMILTON (CONT'D): Today actually.

CHLOE: You can't know what Cadmus thinks.

DR. HAMILTON: You're thinking that I better help you or walk. I know you.

CHLOE: You don't. Not really.

DR. HAMILTON: No time to explain.

CHLOE: But you were right. I am the only cure that can stop the change. You said so yourself. You have to get me to Davis.

His handgun hangs loosely in his grip.

DR. HAMILTON: I can't.

CHLOE: Unless I go in, people are going to die just so you get to keep your precious cover. Davis will- it'll destroy him.

DR. HAMILTON: Because of the nature of your connection, I suspect IT perceives you as 'safe' too. Davis Bloome won't be able to help IT trying to get to you. So don't stop IT.

CHLOE: Just let the beast tear through the wall to me? I thought you were a scientist.

Dr. Hamilton shakes his head with a sigh, knowing Chloe has won the argument.

DR. HAMILTON: I know I'm going to regret this.

He hands Chloe the gun, handle first.

DR. HAMILTON (CONT'D): Go back there and threaten to walk away, leaving Davis, with me as your hostage. They need you every bit as they need me.

CHLOE: Leave him behind again? Davis has been...
He came here because of me. I can't do that to him.

DR. HAMILTON Maybe you don't give him enough credit for knowing you. Don't be yourself. He'll catch on.

Chloe looks quizzically at him, biting her lip. How is she going to do that?


Chloe shoves Doctor Hamilton through the lab doors where a mesh of soldiers wait, Ivan and Dabney standing nearby. Dr. Hamilton is a mess, bruised, harried. He winces away from Chloe and the gun.

DR. HAMILTON (yelling): Don't shoot!

The SHOOTERS lift their weapons immediately, but Chloe is blocked by Dr. Hamilton's taller form.

In the redirection, Davis turns toward Chloe, sensing, suddenly loosening the steady pressure of his grip on the soldier. The soldier collapses behind the bars, gasping. As Chloe pushes, Dr. Hamilton approaches the cage, trying to override his un-acted fear.

(feigning capture) You don't know what you are doing!

Chloe pauses ahead of the bars. She touches the area over the glass almost lovingly, her fingers inches away from the broken bar.

CHLOE: Shh. Can you hear it?

In her vicinity, Davis collapses. Out of sight, the redness in his eyes begins to retreat.

Chloe turns to him, her eyes cool, her hand knotting at her side.

DAVIS (voice choking out): Chloe?

He is covered in glass shards, and behind him one of the soldiers starts to rise, dazed, before falling back. Davis looks back to him, almost horrified.

Controlling the impulse to reach out, Chloe shies away from Davis and the cage, rebuffing him.

(whispering) I'm still me.

CHLOE: (harsh)
And I know what you can do.

Chloe continues retreating from the cage, perilously close to the door. None of the shooters are brave enough to take a shot.

Ivan raises his hand to turn Chloe's own gun on her. Nothing happens.

CHLOE (CONT'D): See, I've learned about you too. Keep the cage up, or kill me. You can't do both.

Chloe walks Dr. Hamilton in front of the cage again, between her and Dabney Donovan. Davis doesn't move inside the cage, watching.

CHLOE (CONT'D): It wasn't smart, putting him in there and me out here.
Complete stillness. That's how It can take over- then- spasms. That's always how it starts.

Davis starts to strike at the cage again, not holding himself back.

The metal starts to collapse before reforming. Ivan stops looking at Chloe, sweating.

IVAN: Do something!

The soldiers shoot repeatedly into the cage with no effect. Andrea takes the opportunity to spring up, avoiding the panicking soldiers. A blur of black against the doorway.

Chloe continues to back towards it, covering her.

DABNEY: You won't get far. We are everywhere on these grounds. We have knowledge of who you are, how you operate and hide. Everything. He was meant to be here.

CHLOE: Does your knowledge tell you the first time Davis Bloome lost control of himself? There wasn't anything left to identify... We can do this two ways. Either I'm going to walk with your company asset, Dr. Hamilton, and let you all die, or you send It after me. Either way, I win.

Dr. Hamilton looks across the space, by all appearances leaning away from her gun.

DR. HAMILTON (whispering): Just so you know...you're doing fine. I'll take care of-


Dr. Hamilton nods before Chloe tightens the gun on his neck again. Ivan watches with mistrusting eyes, unconvinced of Dr. Hamilton's plight.

(loudly) I might even shoot him if you don't make up your mind.

DABNEY: You're bluffing.

(cocks the gun) Am I?

What do you want?
DR. HAMILTON (haltingly): Just that boyfriend of hers. Drop the cage.
(desperate) Please.

CHLOE: I don't know. How do I know you'll keep your end of the bargain?

DABNEY: You don't.

The cage collapses in a CRASH of metal.

In moments, a perfectly healed Davis goes to Chloe's side. Chloe shoves Dr. Hamilton forward. Andrea opens the door to the outside.
The CAMERA CLOSES IN, dreamlike.

As the door closes and the floodlight fades light fades, for a split second, Chloe reaches out to Dr. Hamilton with a mischievous grin. CLOSE IN on Dr. Hamilton who smiles triumphantly while no one looks. They did it.


Our trio makes it through the doorway of the dinky motel room in the pitch blackness.
Andrea falls on the bad, dropping her mask as Davis and Chloe collapse onto the floor. Neither leaning too hard, just appreciating the comfort of touch.

ANDREA: I can't take you back. I don't think that home of yours made it out alive.

CHLOE: It was just temporary anyway. We can't stay close either. I don't trust those people. It's time to run again.

Chloe gives Davis a reassuring smile.

ANDREA: Like we said.

Chloe flicks glass shards off her shoulder, puzzled.

ANDREA (CONT'D): Look, my contacts dropped me off a new ride here. Why don't you let me drive you for a couple days?
At least until I can get you a replacement car. I know a place that won't be swarming like abispas.

CHLOE (looking at Andrea's cut up arm): Are you sure you can drive?

(shrugs Chloe off) Talk. Rest. I have to make a few calls first.

Andrea's voice fades as she puts her phone up to her ear and walks outside to make a call.
Chloe tears her eyes away from Andrea quickly. Alone with Davis again, she's at a loss for words. Chloe stands up and sits down on the bed.

CHLOE: What I said back there. I didn't mean it. I hated every minute. You in there. Being...

Davis nods up at her, swallows, holding her gaze.

DAVIS: I didn't like being in the cage anymore than you like seeing me in it. What matters is that we both made it out just fine. And you were able to help a friend again.

CHLOE: We're not going to get caught up in that again. I promise.

Davis sighs and joins Chloe on the edge of the bed.

DAVIS: That was your life back there. Your entire identity. What you do. That means a lot to you. I don't want
you to make promises you can't keep.
You left everything...
Everyone behind because of me.

CHLOE: You mean a lot.

Chloe hesitates, on the verge of saying something else. Davis looks at Chloe, trying to read into what she meant. Taking that as a cue, Chloe kisses his cheek slowly.

Davis, for once, stays quiet. He closes his eyes when Chloe doesn't move away afterwards. Waiting.

I have a feeling that they'll make it alright without me. Oliver will find Clark and then they'll find Lois together. Besides, they don't even know I'm gone. And for once I don't feel strings tying me back.
(pauses with a tinge of sadness)
Being with you keeps everyone safe. Maybe that whole adrenaline saying is right. Just here and now. This is not scary anymore. You are not-

Chloe is interrupted as she notices Davis coming close. Davis breathes, starting to clench his hand, moving closer to Chloe.

CHLOE (CONT'D): ...scary.

Davis chokes the Soldier.

Davis opens his eyes to look at Chloe and draws back.

CHLOE (CONT'D): What is it? Why do you always-

DAVIS: Maybe this isn't the best time. Until you know...

CHLOE: I know what?

Davis looks at her, unable to finish his sentence.

The spell is broken by the door swinging open, Andrea standing triumphant.

La palabra en la calle dice...
(pauses for effect)
...I got you a car! We have to drive a couple days to get it, but when we do it's all yours.

ANDREA (CONT'D): What do you say, amiga, we get some coffee, make a couple nights of it for old times sake?
(gives Davis a friendly wink) You can come too handsome.

CHLOE: Sounds like we're in for a bumpy night.

Andrea walks up to Chloe, whispering in her ear before she struts past her.

ANDREA: Something tells me that wouldn't be a first Mrs. DeMille.

Andrea looks Davis up and down, while Chloe shoots her a dirty look. Chloe steps up, face red, with one last look back at Davis and grabs the keys from Andrea.

CHLOE: I'll get that.
(softly to Davis) We'll talk about this later.
And Davis can stitch you up while I drive.

Davis smiles encouragingly at Andrea. She grudgingly smiles back. She's not the type who likes to be touched.


The dilapidated motor home peels across the highway. Andrea and Davis are in the back of the motor home. Davis takes out his first aid kit and starts unwrapping some bandages.

ANDREA: Give it here. I can do it myself.

DAVIS: Or you could cause an infection because you didn't let a professional handle it.

ANDREA: Here I thought you never touched people. Well, besides Chloe.

DAVIS: I was a paramedic. Once.

ANDREA: Are you sure you won't break my wrist? I mean, you did show some pretty impressive strength back there.

DAVIS: I think -

ANDREA (quipping):
You're about as reassuring as Clark K—

Before she's done speaking, Davis is already half way done with Andrea's wrist. Andrea looks down in surprise.
ZOOM IN on Davis stitching Andrea's wrist.

DAVIS (distractedly looks back to the front of the trailer as they hit a particularly nasty bump):
That's one thing this '96 is good for.

ANDREA (suddenly): What happened back there...

Davis turns around, panic pushing itself beyond his smooth exterior.

ANDREA: I saw what you were trying to do.
There was a cut off point, wasn't there? When Chloe was gone, the monster could have broken out in moments, and the only way it didn't...

DAVIS (begins wrapping her wrist with the bandage): You missed the part where I nearly strangled him to death.

ANDREA: I see things differently than Clark. It's not so black and white. With you, it wasn't revenge. It was with me. I've been there.
Choosing what you're going to do and who you're going to be is the most important choice you'll have to make in your entire life. After you kill, it changes you. You wonder if it'll keep going, over and over. If someday you'll lose perspective enough to be a danger to those you love.
You wonder if the guilt will ever go away. You're going to feel hopeless. Expect that. It won't change much.

DAVIS: You're not...

ANDREA: Stabbing people? Superhero, remember? I punch them instead. Don't tell me you haven't thought of it.

DAVIS (half smiles): As a kid I wanted to be Warrior Angel.
I became a paramedic instead. Now it's not something...I can do.

ANDREA: Then you can do this. You have the powers for it. It doesn't fix things, but it helps.

DAVIS: There had to be something that pushed you.

ANDREA: To the superhero thing? Chloe, Clark, some other people along the way. Chloe saw who I wanted to be and helped me do just that. She saw me as I wanted to be.
And then all of a sudden it got almost easy. I had the ability. It was my heart.
Literally. So what's inside yours?

Davis looks away. He puts away his first aid kit. He's done with her wrist.

Chloe doesn't open up often. She builds up walls like I do. I've seen her get similar kinds of protective just a few times.
With just one other guy.

DAVIS: With Clark. I know she misses him.

ANDREA: She was dead gone on him, then.
But Clark was always looking somewhere else. You stare a hole into the back of her head. She's always been drawn...

DAVIS (almost jokingly): To aliens?

ANDREA: I was going to say to hero complexes, but that fits.
(turns serious)
She's doing this for you. I trust you're worth it. I know it.

Andrea reaches her hand out. Davis looks at her hand like it’s a foreign object. He catches on.

They shake hands before Andrea snatches her hand away, a miniature trinket inside it.

Davis looks down. Inside his palm is a capsule, a computer chip.

It's the latest thing since microfilm. A portion of your genetic map. In case you ever do find a doctor. It's not much, but I figure it means something.

DAVIS: Chloe wanted this before and I...

Davis trails off, turns it over in his hand, trying to avoid Andrea's curious gaze.

DAVIS (CONT'D): I should go to talk to her.

ANDREA: Give the superhero thing some thought. I know what Chloe will say. She won't want you to stop running, not after all this. But-

Andrea pulls out a business card.

ANDREA: Just in case you ever want to visit home base. We need someone like you.
Chloe too.

Davis takes the card and smiles.

ANDREA (CONT'D): And thanks for the arm.

The motor home drives over the state border of Massachusetts.

The motor home is parked at a deserted gas station. Davis is outside, cleaning up their new ride, a blue Civic Hybrid. He gives Chloe and Andrea some space.


Chloe sits at the small dinner table, Andrea's equivalent of a computer chair. The camera PANS in on Chloe's throat and something different, a locket hanging there. It is the locket her mother gave to her.

Chloe fingers it absently, looking on as Andrea reads Dr. Hamilton's document.

CHLOE: Dr. Hamilton said we should research Cadmus more thoroughly.

ANDREA: The mission wasn't a complete failure. I didn't get the list.
But, I did get this, something about you and a few other files...that's it. I wish we could find out more.

CHLOE: I never had time to really notice before. You have an awful lot of computers.

ANDREA: Wireless too. I have a lot of resources at hand.

Chloe keys into one, typing and hacking into the system.

CHLOE (CONT'D): And I'm in.  The reception is weak, but someone nearby has a pretty decent router.
Okay, I'll be here forever.

ANDREA: Could you check up on the doctor?

CHLOE: Who? Dr. Hamilton? I trust him.

ANDREA: Dr. Hamilton worked with Lex Luthor. Lex LUTHOR.
And now, with Cadmus Labs. If he knows as much as I think he does, I'm not sure we can trust him.

CHLOE: I have an instinct about him. He works for Oliver and has helped me in the past. He was even willing to risk Cadmus's Ultimate Project.

ANDREA: Maybe he wasn't risking much. I've been down there. There are metal walls. Everything's rigged. The cage was nothing compared to it.
There may be something more than this project ultimate. There is more locked up that we can't even get near; we need everything we can to try.

CHLOE: I wish I could still write Angel of Vengeance articles. But, this is your mission now.

ANDREA: So do I.

Chloe and Andrea smile at each other, sharing a private joke.

(after a pause) I still don't understand this clue. He writes like a doctor. All I see is Project #45.

CHLOE He is a doctor.

INSERT – Picture
A picture from a file open in Andrea's hand, of a dragon swallowing its own tail and forming a circle.

ANDREA: What is that? The drawing of a serpent? Well, the more we know-

CHLOE: The more lives we save, right?

Chloe scans through the document in Andrea's hand. She closes her eyes, trying to picture it.

CHLOE (CONT'D): I had a history class
(pause) Ages ago.

With sudden inspiration, Chloe types in a few queries.

CHLOE (CONT'D): Of….of course I know this symbol.
It's the ourorbous- an ancient symbol for eternity, eternal life or what-may you. The symbol is commonly found in a myriad of secret societies.

ANDREA: So Cadmus Labs is part of a secret society in search of the fountain of youth and superpowers? Yep, that definitely sounds like the Spanish, who killed a lot of people by the way.
(to herself)
I hope they don't wear robes and have secret meetings, while offering human sacrifices under the full moon. Now that would just be creepy.

CHLOE: I can't really unsnarl Cadmus's motivations, but they didn't try to kill any of us until the very end.

ANDREA: Maybe because you didn't let them.

As Chloe types, concentrating, Andrea keeps talking.

ANDREA: That was something else, back there. Almost hard to believe.

CHLOE: The Chronicles of the Angel of Vengeance sound pretty unbelievable too.
(smiles as she keeps typing)
 It wasn't my best Faye Dunaway performance, but...

ANDREA: You're good at this. Like reporting. I don't know when exactly you've changed but you have. You don't just write about heroes. You are one.

CHLOE: It feels like a lifetime ago.

ANDREA: If being a superhero is your thing now, you're not alone.  Cadmus can crack one or two of us but they won't crack us all.
 If you and Davis were to join the underground in Boston, you'd be able to make a difference. You could write again if you wanted to as well.

CHLOE: Andrea, you know I can't do that. At least not right now. I told you.

Andrea nods, conflicted.

ANDREA: I remember.

CHLOE: Then why? What is it?

ANDREA: There is another reason. I already mentioned earlier about Clark being MIA.

(shaken) He's not dead. I would know if he was.

ANDREA: At this point, I don't know anything.

Chloe stands up, pacing, closing her eyes to hold back tears.

CHLOE: I didn't want to worry Davis, but tell me, has there been any word at all? The League? What if that other Doomsday killed him? And Lois too?  Cloned Davis did kill Jimmy.

ANDREA: There are no torn and bloody jeans on the front page. He's just gone.

CHLOE: That's not like him- maybe if Cadmus has him.
They could do so many things, Andrea. Clark may be hundreds of times more powerful than a human, but...he is…

ANDREA: Vulnerable.

CHLOE: If I just could call him or Oliver even.

A tearful Chloe fumbles for her disposable cell phone, stopping. Chloe's face reveals how fruitless calling would be. Davis is dead to all of them, and someone else has taken her place.

ANDREA: That's why I wanted you to be my contact in. The Green Arrow and I--we're not exactly on talking terms.
 So what about it, helping out with the strange and unusual again, just for a while?

CHLOE: I can't. It has to stay the way it is. Oliver needs to believe Davis is really dead. Clark needs to believe it.

ANDREA: You can do anything you set your mind to.

CHLOE: You don't understand. Those people at Cadmus-they've seen Davis. They're going to come right back and I can't let that happen. I will save Davis.
I just want to be able to save him. I just need you to give me the chance.

ANDREA: Oh, I understand. We're still talking about Clark.

CHLOE: Davis can't be completely himself anywhere near Clark. The Destroyer starts to take control. Maybe...
 (dries her face with her sleeve)
...It's going to hurt. But I'm keeping them both safe.

ANDREA: Not even to find out where Clark is?

CHLOE: No. Cadmus is too close. If we were anywhere in Smallville on top of it...I -I can't. Even now, our tracks will be harder to cover.

ANDREA: If I can break in again...

CHLOE: It's dangerous. You would do that?

ANDREA: What are friends for?

CHLOE: Thanks for the offer, but we will make it.
We have to.

They hug, Chloe almost standing on her tiptoes, like she's hugging Davis. Andrea smiles into her shoulder.

CHLOE (CONT'D):  Thank you. For this...
(touches her mother's pendant) ...giving me part of my mother back, being here, saving me. Thank you for everything.

ANDREA (chuckling, watery eyed):Now I do feel like your mother. Be careful. Nothing can stay hidden forever, mi amiga, not even you.

Davis interrupts their goodbyes.

DAVIS: You ready?

Chloe takes her pack from Davis, clearing her eyes again.

CHLOE: Yep. Let's hit the road.

After a final hug with Andrea, Chloe throws her pack into the newly acquired Civic.

(over her shoulder) Take care of yourself, okay? If you find out any more about Project Ultimate, well, I'll be in touch. I have your number.

ANDREA:  Very close touch.

Chloe steps out into the passenger seat and waves.

(to Davis)  Think about it, Warrior Angel.

DAVIS: Sorry, I'm with her. Maybe sometime.

ANDREA: I had to try. Take care of her for me.

Davis nods as he jumps into the car and starts the engine.

Andrea stands in the deserted parking lot of the gas station as they vanish into the fog.

(to herself) Yeah, sometime.


Acts One and Two

Acts Three and Four

Act Five

And the Discussion Post is Up Here. XD


( 7 comments — Leave a comment )
Sep. 26th, 2009 01:38 am (UTC)
*loves Dr Hamilton*
Sep. 27th, 2009 07:33 pm (UTC)
*loves Dr. Hamilton insanely*

After Davis and Chloe
He's tied with Andrea. I have a new appreciation for both of them. XD
Sep. 27th, 2009 09:44 pm (UTC)
Have you seen how awesome he was with clone!chl... err... I meant with Chloe? So much chemistry! They'll make a great team!
Oct. 1st, 2009 08:02 pm (UTC)
awesome story. you're very creative. :)
Oct. 6th, 2009 04:23 am (UTC)
Thank you! :)

We all contributed, which is what I love about working as a writing team. XD
Oct. 7th, 2009 09:49 pm (UTC)
Oh maaaaan!! I have to go now!! will read final act in a while... I love my chlavis in this amazing show <3
Oct. 8th, 2009 01:51 am (UTC)
so glad!
heehee. a chlavis show. who woulda thunk it!? ;)
anyway, yeah, it's long. It's like a two hour pilot. my fault for loving the scenes too much and being a bossy director.

Almost kiss. now! hold that pose! don't giggle. don't flirt. LOOK ANGSTY! wait. I have to get my camera!

love the yellows in your icon! CHEERY!
( 7 comments — Leave a comment )