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The second Project: Changeling was created by Sydney Happersen based on the research of the first.

This version of Bizarro was created by Dr. Happersen in a futile attempt to save Lex Luthor's life, who was dying from the Clone Plague. The creature escaped and kidnapped Lois Lane.[1] He took her to an abandoned warehouse, which he remodeled to look like Metropolis (albeit, a twisted version). In the midst of his remodeling, he accidentally damaged several ships in Metropolis harbor and purposefully stole a boat that beared the name Lois on it.

Unlike the first Bizarro that Dr. Teng created, this one could actually speak and seemed to be a bit more intelligent. Sadly, it also had feelings for Lois Lane which is why it kidnapped her and kept her in the remodeled warehouse where he continuelly put her in danger just to save her. Bizarro even went so far as to say he loved her despite his repeated attempts to place her in danger only to save her. When Lois accidentally made Bizarro angry, she used the situation to her advantage when she saw Bizarro destroy his makeshift Metropolis by getting him to try and save it and this allowed her to escape.[2] Bizarro eventually crossed paths with Superman and they did battle but the creature escaped and went to Smallville, Kansas to try talk to Lana Lang but Lana ran in fear. Before Bizarro could chase after her, Superman intercepted and the two did battle once again. This time, with Superman as the victor.[3]

Just as Superman brought him back to Metropolis, Bizarro woke up and broke loose from Superman's grip. He saw Lois in 'apparent' danger and fell for the trap laid for him by Luthorcorp who took him to a labratory to continue working on a cure for Lex Luthor. Lois managed to convince Superman to rescue Bizarro and so the two set off to find the creature. But they were too late as Bizarro was dying from the clone plague and being tortured by the scientist that was trying to save Lex. Prevously, Bizarro could get nothing right, but this time he used the last of his strength to destroy the research with his Heat Vision before he died...a hero. Lex Luthor was exposed for this act and continued to weaken now that this avinue of a cure was closed to him.

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