Superman III 4.2: It Was Ilya’s Other Idea

So, let’s say you’re a Salkind. You’ve been producing movies for your father for ten years now, including some of The Three Musketeers and a couple of Superman movies, but people still think that you’re just a money guy — specifically, your dad’s money guy.

But you’ve been working in the same building as creative people for so long, you’ve started to hallucinate that you’re a creative contributor as well. Since nobody has any idea what to do with Superman III, you sit down at the typewriter and write an eight-page treatment, which you send to the Warner Brothers and ask them for millions of dollars so you can make it.

In the years to come, you’ll tell people that Warner Bros thought it was too “sci-fi”, and too embedded in Superman lore. That is not the reason Warner Bros rejected your treatment. They rejected it because they were grown-ups who read movie treatments for a living, and yours is bugfuck insane.

Honestly, it’s hard to know what to say about Ilya’s little postcard from the infinite, except that he writes the way that he talks, and as we know, he talks like a lunatic. This eight-page opus is Ilya in full flow: a rambling stream of consciousness with sentences that zip off in multiple directions, and parenthetical sidebars that bump into each other like playful golden retrievers.

To the extent that the plot can be summarized, here it is:

The movie introduces Supergirl, another survivor of Krypton, who’s raised by Brainiac, an evil alien scientist. Over time, Brainiac realizes that he loves Supergirl, so she flees to Earth, where she adopts a new identity and starts doing heroic deeds. Superman and Supergirl meet, and fall in love.

Brainiac comes to Earth and uses a machine to manipulate Superman’s personality, turning him violent and destructive. Mr. Mxyzptlk, a trans-dimensional prankster imp, shows up as well, and causes more problems for Superman.

Eventually, they all travel into the past, back to medieval times, where Superman has to beat Brainiac at a jousting tournament. Once Brainiac is dealt with, Superman and Supergirl return to the present, and have to deal with one final challenge from Mxyzptlk.

That sounds like a mess of a movie, and the actual treatment — which you will find below — is so much nuttier than that. Characters pop in and out of the story, apparently at random. All of the choices are peculiar. If Brainiac is going to fall in love with Supergirl, why would you introduce them when she’s an infant? Why make everyone travel back to medieval times two-thirds of the way through the movie?

I mean, this sentence alone:

Brainiac now also realizes that Supergirl had contacted Superman with her X-ray vision, (so that he could come to her rescue,) which confirms that Supergirl loves Superman and not Brainiac.

It’s a journey, that’s all I can tell you. So I’m going to get out of the way, and let you enjoy Ilya’s thought process. Good luck; I’ll see you on the other side.


The story could start with a pre-title sequence showing Clark learning that Lois Lane has asked to be transferred as a correspondent to one of the foreign offices associated with the Daily Planet (Hong Kong?). He learns this from a letter from her where she tells him that she cannot go on living in Metropolis, constantly being in contact with Superman and as he is the love of her life she cannot stand the emotional pressure and prefers to forget as much as possible by moving away. At the same time she sends her love to Clark as a friend (this could be done using Lois’ voice or he could read it). This leaves Clark obviously very distraught and as we all know that he is Superman/Clark who loves Lois. 

We introduce again Perry White and Jimmy who try to cheer Clark up — they would be telling him a bit more why she was so fed up. We could possibly at this point introduce LANA LANG as the new star reporter at the Daily Planet. 

We see Clark being quite impressed with Lana Lang, and they immediately take a liking to each other. 

Immediately after the credits we end up explaining how at the time of the explosion of Krypton there was another survivor… SUPERGIRL. We then establish her escape from Krypton in accordance with the Comics legend and we show her landing on BRAINIAC’s planet. 

A younger Brainiac will find her in the equivalent of the wheatfield in the first film. However the whole sequence should be the total opposite to the Kent landing. (The planet being all black and sinister, Brainiac’s suit being utterly black, the whole look being totally pessimistic.) 

Brainiac finds the baby girl and takes her home, we then follow with various sequences of her growing up. We see that she has super powers and we understand clearly that Brainiac is getting very affectionate, primarily as a father but as she gets older into adolescence, his affection is of a man in love. 

A sequence follows where we see Brainiac affected by Supergirl’s befriending others etc. which leads to her rejecting his marriage proposal.

As the tension becomes greater she decides to run away and by destiny lands in a little city in the U.S.A. Here we leave to find the explanation of why she takes on a secret identity when she becomes one of the inhabitants of (i.e. Girlsville). 

She gets adopted by locals and becomes a gym teacher at the local school. (Here again in accordance with Comics legend.) Her exceptional Kryptonian powers make her easily assimilate Earth’s ways. During this period we cut to Brainiac looking for her all over the Universe using his remarkable technical genius.

Concurrently we also see Superman doing one or two of his feats. Sooner or later Supergirl will reveal her powers by solving a local threat which will make her known to Superman and the world. We will see Superman’s reaction when he learns about this new Superheroine from the media.

He is obviously puzzled and needs to know more about her. To do this he poses as a petty criminal to see how she will react and to see basically whether she is good or evil. She, of course, immediately comes to the rescue and finds him out. The look between the two will tell the audience that they have magically fallen in love.

There is then conversation trying to find out if they are related. They are not.

Then there is an idyllic sequence of Superman and Supergirl climbing up to 7th heaven. We shall have to find some beautiful place either on Earth or elsewhere (i.e. the Milky Way).

Leaving them in their bliss we move to Brainiac arriving on Earth. He immediately transforms stones into gold and diamonds to have wealth and power on Earth. We then see Brainiac establish his headquarters in a historical European castle. We see him setting up his weaponry, which is highly sophisticated. Through his ESP he finds out about Supergirl, what she is doing, where she is etc. Naturally, during these endeavours he also finds out about Superman, his strength, and more so, his love for Supergirl and that this same love is reciprocated.

Brainiac’s purpose from then on is to create a machine which will affect Superman’s personality (this will have to be very carefully explained for the children and will have to show Brainiac moving various buttons and somehow showing how each button will make Superman either violent, melancholic or sarcastically funny.) These ideas can obviously be changed, but will show that Superman will become totally unpredictable in Brainiac’s hands. (Obviously Clark Kent will also be affected by these same reactions alternatively, i.e. Clark Kent slaps Perry White when asked to correct one of his own articles.)

When we leave Brainiac we go to Superman and Supergirl involved in some sort of feat, together, blissfully in love, suddenly and totally unexpectedly Superman becomes violent and starts to destroy everything they are trying to save.

In different ways this will happen and be repeated at different times. This of course will make Supergirl think, (panic with disbelief), that this is not the Superman she knew. She obviously tries everything to play along with Superman’s total unpredictable moments, her resistance of course weakens and at that point we have intercuts showing the world totally bewildered by the actions of this now very strange Superman. There is the tension building up that everyone wants Supergirl to get rid of Superman as she is the only with enough strength to do it.

At this critical moment Brainiac appears in front of Supergirl and offers her a deal. (This sequence to be delicately thought as they are meeting for the first time since her escape from him.) If Supergirl agrees to marry him, he will stop affecting Superman’s personality, if she doesn’t he will bring Superman to the utmost state of total evil madness. Supergirl’s reaction is one of despair, suffrance and confusion as she still feels a daughterly love for Brainiac. But seeing that the evil genius has lost all control through his passion for her she decides to play along with him to find a way to discover a weakness, Brainiac’s Achilles Heel, and follows him to his castle.

Superman meanwhile, being released from Brainiac’s hold (Supergirl is still playing for time with Brainiac) is searching desperately for Supergirl, as for some reason she has disappeared from the face of the Earth. While flying in his search for Supergirl, Superman suddenly encounters MR. MXYZPTLK, a strange, small little man. (There should of course be some sort of explanation with regard to Mr. Mxyzptlk.) Then we see Superman trying to save the world from Mr. Mxyzptlk’s deadly jokes which can kill hundreds of thousands of people.

This new invincible enemy doesn’t permit Superman to have time to be Clark Kent any more.

During this period back at the Daily Planet, Perry, Lana and Jimmy are worried about the whereabouts of Clark Kent and try to find out the last time anyone saw or heard of him.

Assuming that Clark Kent, because of his exclusive articles, is often where Superman is, Perry, still puzzled by Clark Kent’s behaviour, sends off Lana and Jimmy to Europe where they know Superman is fighting with Mr. Mxyzptlk.

Superman finds a way to send Mr. Mxyzptlk back to his Galaxy/Universe by making him say his name backwards. With Mr. Mxyzptlk out of the way, Superman can continue to search for Supergirl.

Meanwhile Brainiac having prepared everything for his return to his own planet along with Supergirl, who in the meantime is desperately trying to find a solution, is, at the moment of leaving, interrupted by Superman’s arrival. He has found them.

Before Brainiac has a chance to activate the controls which would affect Superman’s personality, there is a tremendous confrontation where we discover that Brainiac’s powers are much stronger than those of Superman. Brainiac now also realizes that Supergirl had contacted Superman with her X-ray vision, (so that he could come to her rescue,) which confirms that Supergirl loves Superman and not Brainiac.

Brainiac then immobilizes Superman in one of his energy cages. Brainiac then, with Supergirl, activates his elaborate machinery which takes them into the past, (into the era of nobles and serfs). Brainiac of course becomes a ruthless tyrant with the serfs. He is also always reminding Supergirl that if she does not follow him willingly he will activate the personality machine through the time lapse and destroy Superman.

Back at Brainiac’s castle in 1981, Jimmy and Lana, while still looking for Clark, are able to free Superman who made them find the castle with the help of his super voice. At once, Superman takes Lana and Jimmy under his cape and follows Brainiac into the past, landing in the same province as Brainiac and Supergirl.

We will have gathered by now that Supergirl has been able to postpone her departure with Brainiac which of course infuriates him so much that he cannot rest in peace while Superman is still alive. Brainiac decides that he will remain on Earth until he kills Superman and starts preparing his trap.

We then cut to Superman, Jimmy and Lana arriving in the town in serf disguise learning all about Brainiac, his reign of terror, where he lives, and what he and Supergirl have been up to. They arrive at the castle and Brainiac cleverly takes Jimmy and Lana as hostages and having become totally insane with jealousy decides to activate the personality machine at its utmost power regardless of Supergirl’s pleads [sic].

However the love between Superman and Supergirl is so strong that the combination of their powers enables them to resist the deadly powers of the machine.

This gives Superman the chance to escape leaving Supergirl, Jimmy and Lana at the mercy of Brainiac.

Superman zooms into the future, finds Mr. Mxyzptlk, agrees on a deal with him so that he will help. They both reappear and Mr. Mxyzptlk with his awesome powers sends the whole town into another dimension where neither Superman, nor Supergirl, nor Brainiac have any powers.

They fight as two ancient knights with armour, horses (lances etc), with Supergirl handing over her white scarf to Superman (the White Knight) and the black scarf being handed to Brainiac (the Black Knight) by Lana, who not ever having had superpowers, is still under the effect of Brainiac’s power.

Superman wins the DUEL and with the help of Mr. Mxyzptlk they all go back to 1981 leaving behind them Brainiac as a humiliated and destroyed powerless man in the past dimension.

Now that all seems happy, Mr. Mxyzptlk does not respect his deal with Superman and masterminds the biggest catastrophe of them all (i.e. Mr. Mxyzptlk stops the time and only he, Superman and Supergirl can move through the paralyzed street. He then breaks up the streets and the people into a gigantic puzzle and gives Superman one minute to put the puzzle together, if not, he will send the unfinished puzzle to the planet Mercury.)

Obviously Superman is able, with a little help from Supergirl, to save the millions of innocents and to send Mr. Mxyzptlk back to where he comes from…

Metropolis then learns that all the strange behaviour of Superman/Clark Kent was caused by Brainiac. The next big question is… does Superman marry Supergirl in Superman III or Superman IV?

4.3: Enter Gus


— Danny Horn

13 thoughts on “Superman III 4.2: It Was Ilya’s Other Idea

  1. I am very grateful for the executives at Warner Brothers who nipped this in the bud. I’m viewing the movie we did get a bit more kindly now. It’s still bad but I acknowledge it could have been much worse.
    Did Mr.Mxyzptlk tell killer jokes in the comics or did Ilya get that idea from Monty Python?

    Liked by 3 people

  2. In the Legion of Superheroes comics, Brainiac 5 (a descendent of the original Brainiac) had an unrequited crush on Supergirl. Possibly that’s where Salkind got the germ of his idea.

    Liked by 3 people

  3. Holy cats, that was like being trapped in a prison cell with a nine year old who just ate six bowls of Count Chocula and wants to tell you the dream he had last night.

    “and we understand clearly that Brainiac is getting very affectionate, primarily as a father but as she gets older into adolescence, his affection is of a man in love.”

    Oh dear sweet God, NO. This is beyond grotesque. He is her FATHER.

    Liked by 1 person

  4. It feels like Salkind took a stack of random Superman, Legion and Supergirl comics and attempted to stitch them together, found himself having odd feelings about Supergirl en route and was going to break 30 years of comics to vicariously make out with her, while also making sure Margot Kidder would never work in this town again.

    Liked by 1 person

  5. I’m speechless-bugfuck insane indeed. And then there’s the weird incest vibe from Brainiac; did he think that was normal? Had he seen too many operas?

    Liked by 1 person

  6. I rewatched III last night for the first time since it was released. I almost would have preferred this version to what we got, despite the incestuous creepiness and random plot directions.

    I’ll look forward to seeing whether Danny’s analysis of III makes me like it any better, or hate it even more. I’m suspecting the latter.


  7. You know the really scary part? I can totally see where they carried some of this ideas over into the film we did get. Was it supposed to be shot with III and IV at the same time like I & II were? I did like though that one of the ways they showed Superman turning dark was that he was “sarcastically funny.” Supergirl sure is hung out to dry in this. Her father figure wants to have sex with her and so does her cousin who just met her and they have to have the are we related conversation – which is NEVER a good sign. (I get Superman isn’t her cousin in this apparently, but when I learned about Supergirl she WAS his cousin and my mind isn’t going to unlearn that.


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