Superman: Flyby, J.J. Abrams’ Superman Movie

Long before Henry Cavill put on the tights for Man of Steel and Justice League, he was very nearly cast as Kal-El in a different attempt to revitalize the Superman legend on the big screen. In 2002 J.J. Abrams was enjoying some acclaim thanks to the Felicity and Alias TV shows, but he was still years removed from the career-changing Lost and Mission Impossible III (let alone the Star Wars saga!). On July 26th, 2002 Abrams delivered the first draft of a screenplay titled simply “Superman.” I’ve read both of Abrams’ drafts of the project, and they’re a lot of fun.

Abrams’ Superman was written in the wake of a series of failed attempts to bring the character back to the big-screen after Cannon Films’ disappointing (and low-budget) Superman IV: The Quest for Peace all the way back in 1987. During that time, the franchise had scripts written by writers as diverse as William Wisher, Dan Gilroy (who recently found acclaim with Nightcrawler), and, most famously, Kevin Smith, all of which dealt in some form or another with the “Death of Superman” storyline from the comics which had generated endless publicity and stellar sales between 1992-1993. Tim Burton was attached to direct for several years, and he developed the project for his intended Superman, Nicolas Cage, then at the peak of his blockbuster success in the wake of The Rock and Con Air.

Once those projects fell apart, Warner Bros. opted for a different take on the mythology. Two, as a matter of fact. One was the project that we’re discussing here. The other was Batman v. Superman: Asylum, written by Se7en scribe Andrew Kevin Walker with Enemy Mine director Wolfang Petersen set to direct (I wrote much more about that one here). Why reinvigorate one franchise when you can do two at once, right? While that movie was never to be, Warner Bros. clearly decided to save its concept for a rainy day.

A look at Abrams’ first draft (which entered various stages of pre-production under the working title of Superman: Flyby), reveals many of the same elements which, years later, would make his Star Trek reboot a financial (albeit polarizing) success. Like he did in Star Trek, Abrams leaves little to chance, making sure that every element of Superman’s origin is significant (perhaps too significant) while every relationship is introduced and explained in almost excruciating detail.

These incidents of “Abrams over-explaining” are peppered throughout the draft. Ty-Zor is, essentially, General Zod…but instead of a mere rival, he’s Superman’s angrier cousin. Clark’s glasses aren’t a disguise, they’re custom made with “lead-specked” lenses to help the young boy control his vision powers. Clark Kent is a college senior with an undeclared major until he runs into a feisty journalism student named Lois Lane at a frat party, thereby changing the course of his career (as if the “stalker” criticisms of Superman Returns weren’t pointed enough). Jonathan Kent drops dead of a heart-attack when news of Clark’s first excursion as Superman reaches him. Jor-El visited Earth decades earlier to determine whether the Kents were worthy of raising his son…you get the picture.

Like Man of Steel, Superman: Flyby shows off a Krypton full of giant robots, warsuits, and toy-ready weapons known as “Blastaffs” wielded skillfully by a decidedly pro-active Jor-El (described as a “king” at one point in a draft). Abrams offers copious notes throughout the script, going beyond commentary, characterization, and stage directions into musical cues and other suggestions. In what would have been a refreshing twist, one of his notes reads that “all scenes on Krypton are spoken in Kryptonian…an actual language we will develop” and calling for subtitles during important passages of dialogue.

When summaries of this draft hit the internet, the backlash centered on a number of deviations from the established mythology. At the top of that list is the fact that Superman isn’t sent to Earth in order to escape the destruction of the planet, but rather to protect him from his evil uncle (Jor-El’s brother), Kata-Zor. You see, folks…it was 2002, and Hollywood was drunk on the success of films like The Matrix, the Star Wars prequels, and the Lord of the Rings films. This meant that Superman: Flyby was intended as the first act of a trilogy; one that centered on Kal-El as an heir to the throne of Krypton, with a mysterious “Prophecy” he must fulfill. There’s more of this throughout the draft, as we’re introduced to minor Kryptonian characters like Predius, who Abrams promises “we won’t get to know…until the next film of the series.” 

Of course, Ty-Zor finds his way to Earth, and the expected mayhem ensues. In fact, given what’s on the page here, Man of Steel (and, for that matter, the Transformers movies) would look like a plucky little indie film in comparison. Superman’s battle with Ty-Zor (and his ninja-like Kryptonian cronies, Baz-Al, Caan, and Alta) and their giant robot war machines isn’t confined to Metropolis or Smallville (and Gotham City, which also gets a mention) but do considerable damage to the pyramids at Giza and the cathedral of Notre Dame! And, let’s just say that the controversial ending of Man of Steel had some precedent here, as well.

If you found Abrams’ Star Trek films too subtle, then you would likely have been in heaven watching his Superman. The first draft is 139 pages, and certainly tries to do too much…including a Doomsday-less “death and resurrection of Superman” sequence which feels so shoehorned in that it could only be a result of a Warner Bros. studio edict insisting that the best-selling Superman saga in decades should somehow make it to the screen. Wait…that sounds familiar. Think about how certain sections of Star Trek Into Darkness were crowbarred into the narrative, and you’re on the right track.

And then, of course, there’s the other matter that made waves when this draft leaked. Lex Luthor is a CIA Agent, working in the “Special Operations Division,” who spends his time chasing down reported UFO evidence. Lex is a clever, well-written, fun character, and it seems that his general mistrust of Superman is simply a result of his unique job description…until it’s revealed in the final pages that he is actually a Kryptonian sleeper agent, with all of the abilities of Superman. I wish I could say that this reads better than it sounds, but it doesn’t, especially after the all-out carnage from the battle between Superman and the other Kryptonians (aided by the armies of the world), Superman’s death and rebirth, and all of the civil war and strife still happening back on the decidedly non-exploded Krypton. It’s a bit much.

While both drafts are famous for the controversy they stirred, it should be noted that these are fairly enjoyable reads. The dialogue is lively and smart, and, despite my Superman purist instincts howling at Krypton’s continued existence, Abrams crafts it in such detail, with its own language, specific geography, races (there are intelligent non-humans that also populate Krypton), and even seemingly insignificant details like board games, that it’s a fascinating read. Clark Kent’s awkward persona isn’t an act, but rather a result of years of living in a world that he fears he could shatter with a misplaced display of emotion. I feel like we see a little of that in the Spock of the recent Star Trek films, but there’s a hint of this in the Clark Kent of Man of Steel and Batman v Superman as well.

Here’s the thing: when Flyby works, it really cooks. Like his work on Star Wars in The Force Awakens, Abrams just knows how to capture the appropriate, nostalgic tone for massive franchises. After Superman’s rescue of Air Force One, there’s a sequence similar to the “first night on the job” sequence from Superman: The Movie. Only here, there are no cats stuck in trees. Instead, Superman is rescuing Japanese fishing boats from tsunamis, stopping erupting volcanoes in Peru (presumably in a more convincing fashion than what was on display in Superman IV: The Quest for Peace), and even making the time, in proper Golden Age Superman style, to stop a wife-beater in his tracks (in the second draft some of these are subbed out for a daring daylight jewelry store robbery in London, an avalanche in Austria, etc).

Abrams describes Superman’s screen presence (and how other characters react to him) as “like seeing every great sports figure of all time, rolled into one, at the height of their career, only airborne.” With the right director, there would certainly have been a few magic moments, and it’s all but certain that Superman’s battle with a giant Kryptonian mech (known as a “Rouser”) would have been an impressive spectacle.

But when it doesn’t work? It’s groan-inducing. There are significant pacing issues in the first draft, particularly in the last act. It feels like these events take place in the time it takes to read them. In the space of about thirty pages Superman debuts, becomes an idol of millions, then loses that trust thanks to the actions of Ty-Zor and his buddies, dies, becomes loved again, and returns. THEN it’s on to the big battle. Woof.

The second draft is dated October 24, 2003, runs 125 pages (compared to the first draft’s weighty 139) and it’s the first time the title “Flyby” actually appears on the page. Early on, the religious nature of the “Prophesy” that Kal-El will eventually fulfill is played up, and there’s some mention of a Kryptonian “holy land” named Menna, which appears to be an entire continent. While Krypton isn’t destroyed in this version, a chunk of it is, as a powerful bomb planted by Kata-Zor detonates, leaving Krypton looking like “a planetary apple” with “a bite taken out of it.” The early sections are tightened up considerably, losing a truly awful “growing up Kent” musical montage which featured…I kid you not…a Kryptonian dirty diaper joke.

read more: Ranking the Superman Movies

Luthor is no longer a Kryptonian sleeper agent, but a disheveled crackpot and UFO enthusiast, who stumbles on a Kryptonian pod (sent, of course, by Kata-Zor to track down Kal-El) with a dying soldier inside. The alien encounter leaves Lex bald, but also “enlightened” and he goes from crackpot to super genius thanks to a rather nebulous Kryptonian mind-meld that isnt adequately explained. Lex is no longer a CIA agent in this draft, and he soon becomes the more familiar billionaire head of LexCorp that fans had come to expect…and he’s running for President.

The bizarre “Kryptonian mind-meld” aside, it’s remarkable how making Lex a more traditional (and central) piece of the plot makes Flyby feel that much more like an actual Superman movie, even before we get to see Superman in action! The traditional dynamic is here, with Lois Lane investigating the corrupt billionaire while he experiments with dangerous alien technology in secret labs. And, of course, Superman’s rescue of Air Force One (whose distress was engineered by Luthor) is the revelation Lex needs to confirm what he had seen all those years earlier. The first meeting of Superman and Luthor plays like something out of Superman: The Animated Series, and, of course, when Superman refuses to join Luthor’s plans for conquest, Lex activates a beacon that will lead Ty-Zor to Earth. 

Less time is spent on Krypton in the second draft, perhaps because of the (ahem) fractured state it was left in, or perhaps in an attempt to deliver a movie that could be made for less than $300 million. But while Krypton still hasn’t been totally wiped out, it’s clear that the destruction of the continent of Menna has had long-reaching consequences, and the planet is in danger of falling out of orbit and finally meeting the fate that fans expect…just not yet. Other issues that had bothered folks in the leaked first draft are also eliminated, notably the super-suit’s weirdly “alive” nature, as well as any mention of Jimmy Olsen being “effeminate” and some unfortunately dismissive (and unfunny) jokes at the expense of his sexuality. 

The ninja-like Kryptonian warriors from the first draft are absent, and the battle between Superman and Ty-Zor (and his giant mech) is confined to Metropolis. While Superman once again dies and is reborn, it happens in a matter of minutes, and the pacing issues from the earlier draft are mostly resolved. Both versions of Flyby end the same way, with Superman boarding the craft he arrived in to fly off to Krypton and pursue his destiny in the second act of the intended trilogy. The strange Krypton stuff aside, the 2003 draft of Superman: Flyby feels MUCH more like a Superman movie than the first…and probably would have been actually affordable to film.

So, how close did we come to actually seeing Superman: Flyby on the big screen? Pretty close, it would seem. A pre-Terminator: Salvation director McG was set to direct, before a (yes) fear of flying took him out of the running. Rush Hour (and future X-Men: The Last Stand) director Brett Ratner then took over the chair, only to be replaced by…you guessed it…McG. Other directors were approached, but Ratner and McG did the most work by far on the project.

Phil Saunders (who would later go on to concept art success with Avengers, John Carter, and Tron: Legacy, among others) did a number of designs under Ratner’s watch, but left the project shortly before McG took over (more from Saunders on this right here). The Stan Winston Studio (Terminator 2, Predator, Aliens) designed (and possibly sculpted) costumes for Superman and Ty-Zor. You can see a clay sculpture of a Ty-Zor design from Eddie Yang of the Stan Winston Studio right here.

Casting was well under way, as well. At one point there were reliable reports (that appear to have been lost to the ages, unfortunately) that Anthony Hopkins was playing Jor-El. McG claimed in an interview that “we had Robert Downey Jr. locked up to be Lex Luthor, which I think would have been extraordinary.” Given how Luthor is written, particularly in the second draft, it’s easy to see how Downey would have fit right into the shoes of a very different kind of genius, billionaire industrialist.

A number of supporting roles were, at the very least, well into the discussion process, as well. An 18 year old Shia LaBeouf was cast as Jimmy Olsen, and in an interview with USA Today he claimed that Johnny Depp was another possibility for Lex Luthor and Scarlett Johansson was one of McG’s choices for Lois Lane (with Selma Blair’s name also mentioned).

And what about Superman? “Ironically, we liked Henry Cavill a lot, but we hadn’t cast him yet.” A photo of Henry Cavill from his screentest showing him in a Superman costume has surfaced. At the time of the second draft, Cavill would have been 20 years old. Test footage was “reportedly shot” with Cavill, Jason Behr, Michael Cassidy, and Supernatural‘s Jared Padalecki. Ashton Kutcher screentested for the role. There were disturbing rumors that Warner Bros. wanted Justin Timberlake to wear the cape. There were others, too. Casting a Kryptonian is an arduous process.

read more: The Actors Who Have Played Superman

Ultimately, White Collar star, Matt Bomer was Brett Ratner’s choice to play Superman. “There was a time when Brett Ratner and I were going to work together on it (Superman),” he confirmed in a 2010 interview with MTV News. The studio preferred Josh Hartnett. Nobody got what they wanted. Bomer eventually joined the DC Universe as Negative Man on the brilliant Doom Patrol TV series, though.

How did a film like Superman: Flyby get so far into the process and never materialize? Money, of course. Abrams’ first draft would have been unfilmable from a budgetary standpoint, and while the second draft toned down the gigantic set pieces considerably, it still wouldn’t have been cheap. There had been Superman films languishing in development hell in various stages of pre-production for a decade which meant the clock was ticking, and the budget was creeping skyward. It’s worth noting that Superman Returns, a low-key movie by superhero standards, had a rumored budget of over $200 million…meaning that it was likely billed for about $100 million worth of Superman films that never saw the light of day, including Flyby.

There is one major element of Flyby which did eventually make it to the screen in Superman Returns. During Superman’s first public appearance he rescues a crashing Air Force One (not an experimental space plane), and sets it down on the field at Fenway Park (although in Superman Returns it appears to be Dodger Stadium), before ignoring the President to ask Lois Lane if she’s okay. The description of the plane rescue on the page makes it pretty clear that the most exciting sequence in Superman Returns was at least partially developed for Flyby.

More than a decade later, fans finally got to see a Superman movie utilizing all of the firepower at Superman’s (and Hollywood’s) disposal. Man of Steel is more faithful to the Superman mythos than Superman: Flyby, which was certainly a product of its time (the less said about the Matrix-esque Kryptonian martial arts battles in the first draft, the better). Despite some of the action taking place in Gotham City (and other DCU locales like Hub City getting mentions), Flyby was less interested in starting a cinematic DC Universe than it was in building a very specific movie world for Superman to inhabit. It seems likely that if Flyby had made it to theaters in 2004 or 2005, it would have succeeded in launching a franchise, but it would have been just as contentious (if not more so) than Man of Steel. 

Mike Cecchini is the Editor in Chief of Den of Geek. You can read more of his work here. Follow him on Twitter @wayoutstuff.

*** Jake Rossen’s Superman vs. Hollywood helped me track down a few details, and was invaluable in helping keep the timeline straight on all of this. ***