HQ (Heroes in General)

My Favorite
http://files.automotiveforums.com/uploads/922764darkman.jpg

My fav.s are Silver Surfer, and Thunderstrike

http://www.wizards.com/marvel/images/IronMan.jpg

Ironman is THE MAN!:) :D :cool:

Vampirella and Lady Death. :D

whoa that new sn is gonna take some getting used to, but, i like :D

hrrrmmm i suppose my fave would have to be Gambit from the Xmen, trenchcoat, playing cards, new orleans accent, hes all around rockin'

I would have to go with my namesake "The Darkness". greatest anti-hero ever.

http://files.automotiveforums.com/uploads/435809darkness.jpg

My hero, Kirk Duglas! 'cause he's the man :)

My hero

http://animaldiversity.ummz.umich.edu/media/ofstedal/couper/devil.jpg

or as most people know him

http://members.aol.com/artmagickal/taz3.jpg

Pamdamoniums Panda!!!!!!!!!!!!!!


OR if not Batman :D

BAT(Murciélago)MAN
__________________
http://files.automotiveforums.com/uploads/738304bs_800x600_batman.jpg
______
I Hunt

THUNDERBIRDS ARE GO :) :cool: :) :cool: :) :cool:

I must be old school -
http://files.automotiveforums.com/uploads/528503supes17.jpg

Originally posted by Moss1O6GTi
Pamdamoniums Panda!!!!!!!!!!!!!!

So your hero is a Panda that sexually harrasses people?? There’s something quite disturbing about that!!! :p :D

Originally posted by Spec2 Girl
So your hero is a Panda that sexually harrasses people?? There’s something quite disturbing about that!!! :p :D

I'm a sad Panda:(

LOL

Can the panda do backflips:D:D:D

"Batman Returns", unproduced draft, by Sam Hamm








BATMAN 2


Screenplay By Sam Hamm









FIRST DRAFT









NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS.
THEY HAVE BEEN REMOVED FOR THIS SOFT COPY.

NOTE ALSO: THE HARD COPY OF THIS SCRIPT WAS IN THE NON-
PREFORMAT FONT "BOOKMAN OLD". THIS HAS BEEN CHANGED TO
PREFORMATTED TEXT FOR THIS SOFT COPY.










EXT. GOTHAM SQUARE - DUSK

It's finally happened. Hell's frozen over.

Christmas is two weeks off, arid SNOW is falling in Gotham.
Beneath its pristine white blanket, the city looks
uncharacteristically serene -- almost inviting. Peace has
been miraculously restored: strangers wave hello. Salvation
Army Santas ring their bells on streetcorners. And now, as
night falls, an ILLUMINATED SIGN winks on above Broad Avenue:
"JOYEUX NOEL GOTHAM -- Only 16 Shopping Days Left Till
Christmas."

The streets are bustling with jolly shoppers. At a souvenir
store, we find an exasperated MOM squabbling with her seven-
year old. Like many other storefronts in Gotham, this one is
overflowing with bootleg BATMAN MERCHANDISE: t-shirts, key
chains, ceramic figurines. The kid is already wearing a
Batman baseball cap and a little black cape, but he obviously
wants more.

Mom drags him off past another store window, this one full of
SCRAP METAL, with a sign reading "AUTHENTIC FRAGMENTS OF THE
BATWING -- $19.95 and up." A PANHANDLER is perched at the
entrance. Beneath his array jacket is a grubby sweatshirt
with the familiar yellow-and-black logo. In Gotham this
winter, Batmania is everywhere...

EXT. GOTHAM SQUARE - LATER THAT NIGHT

Two hours later, the SNOWSTORM's grown into a full-fledged
blizzard. The drifts are two feet deep and the streets are
all but empty of cars. A massive SNOW PLOW the size of a
Panzer tank rumbles past, FILLING THE FRAME...

...and revealing, as it passes, a group of CAROLERS, all
bundled up in mufflers and parkas. Unbothered by the weather,
they walk the street singing, spreading cheer and goodwill to
the few passersby.

They've just gone into a lovely a capella rendition of "Silent
Night" when an oversized DELIVERY TRUCK, outfitted with snow
chains, clanks slowly past in the wake of the plow. Its sides
are decorated with cartoon igloos advertising a popular ice
cream snack -- POLAR BARS -- oddly inappropriate for this time
of year.

A streetcorner SANTA, with bell and bucket, WAVES at the truck
as it rounds a corner. The CAROLERS carol. Then --

-- a VIOLENT EXPLOSION rocks the street -- followed by the
sound of AUTOMATIC GUNFIRE and a high, wailing SECURITY ALARM.

EXT. SCHRACH AND CO. - THAT MOMENT - NIGHT

Around the corner there's CARNAGE on the streets. The windows
have blown out of Gotham's leading jewelry store. Gut-shot
SECURITY GUARDS stagger and go face down in the snow as
ROBBERS, dressed in white camouflage gear, clamber out through
the shattered glass with SACKFULS OF LOOT.

CAROLERS spill around the corner to see what's going on, but a
spray of GUNFIRE sends them scattering in panic. The POLAR
BAR truck pulls even with the jewelry store, and as it does...

The REAR DOORS open. A RAMP slides down from the back of the
truck. The ROBBERS scramble aboard, and mere seconds later
SLIDE out AGAIN -- riding atop five SKIDOO SNOWMOBILES.

SIRENS HOWL. A POLICE CAR appears, taking the corner just a
trifle too fast -- FISHTAILING on the icy street and plowing
into a drift.

INT. SQUAD CAR - THAT MOMENT - NIGHT

The COPS gun the engine, but their wheels are spinning in the
snow -- no traction. They're about to climb out and give
chase on foot when, through the windshield, they see the
Salvation Army SANTA...

...HOISTING AN AK-47 AND FIRING DIRECTLY AT THEM. The
windshield disintegrates and the COPS sink from view as SANTA
races off to the last of the snowmobiles, which is already
burdened with LOOT.

EXT. STREET - THAT MOMENT - NIGHT

MORE SQUAD CARS converge on the jewelry store -- but it's
difficult to carry on a high-speed pursuit when the snow's a
foot deep and the best you can do is 6 MPH. The COP CARS skid
to a halt, blocked by the rumbling SNOWPLOW. By now, of
course, the LOOTERS are gone -- scooting off on either side of
the plow, sticking to the snowy sidewalks.

EXT. STREETS - A MOMENT LATER - NIGHT

SNOWMOBILES glide across the sidewalks, sending the few hardy
souls who are out on the streets DIVING FOR COVER. A couple
of DERELICTS are cowering behind a fire hydrant, trying to
avoid getting run over. Every time they poke their heads out,
another SKIDOO whizzes past, missing them by inches.

The ROBBERS fan out in various directions. These guys are
obviously going to get away clean -- unless...

The DERELICT points up at the night sky, where a BEACON is
blazing in the darkness -- THE BLACK SILHOUETTE OF A BAT...

INT. POLICE CAR - THAT MOMENT - NIGHT

MORE SIRENS. A COP takes a radio call as he streaks down the
long wide avenue which borders Gotham Park -- one of the few
streets which is relatively clear. The COP at the wheel goes
wide-eyed and nudges his partner in disbelief.

Before their eyes, FIVE SNOWMOBILES appear from the cross
streets up ahead and CONVERGE at the entrance to Gotham Park.
Bringing up the rear is SANTA CLAUS.

COP
What the hell -- ?

EXT. ENTRANCE TO PARK - THAT MOMENT - NIGHT

BRAKES SQUEAL. Several squad cars are now massed at the
entrance to the park -- but there's one problem. The city's
snow plows don't operate on the park roads -- and the entrance
is blocked off with SAWHORSES reading "CLOSED TO TRAFFIC." A
huge steep drift prevents them from entering -- and so all
they can do is stand by helplessly, WATCHING as the
snowmobiles vanish into the trees.

The COPS race about like headless chickens, trying to concoct
a plan. A couple of them are trying to scale the stone walls
of the park. Another is at his car, barking into a radio
mike:

COP WITH MIKE
Yeah, you heard me. Snowmobiles!
(pause)
So what do we do? Chase 'em on foot??

ALL EYES TURN at the blare of a horn. The COPS peer down the
long corridor of the cross street -- and see a STRANGE BLACK
VEHICLE barreling toward them at 90 MPH, with no intention of
stopping...

THE BATMOBILE!! COPS dive left and right. A split-second
later...

...a FORTY-FOOT JET of NOVA-INTENSITY FLAME erupts from the
front of the jet-black supercar -- instantaneously DISSOLVING
the drift that blocks the entrance to the park -- turning the
ice and snow on the paths before it into water!

The BATMOBILE screams past in the wink of an eye. The COPS
get to their feet; cold as it is, they're sweating. One of
them mops his brow and announces, dumfounded:

COP I
...That was Batman.

COP II
NO SHIT!!

COP II yanks COP I into the nearest squad car, and the others
follow suit. ENGINES REV. As long as the BATMOBILE's cleared
a path, they might as well join in the chase...

EXT. BRIDLE PATH - THAT MOMENT

TWO BURLY TEENAGERS -- both dressed in RED BERETS and PARKAS
with BLACK BATMAN SWEATSHIRTS visible underneath -- are
trudging along the path when they're STARTLED by a pair of
speeding SKIDOOS. Moments later, they spot a RED GLOW on the
horizon...

...and their JAWS DROP as the BATMOBILE roars into view,
BURNING OFF THE SNOW IN ITS PATH. Thrilled beyond words, they
WHOOP WITH GLEE, slapping high-fives as the car streaks past.

INT. BATMOBILE - ON BATMAN - THAT MOMENT

His face is weirdly illuminated by the flame still spitting
from the front of the car. Cool as ever -- approaching the
chase as a simple problem in logic -- he checks a radar
display on his dashboard and sees FIVE BLIPS.

EXT. PARK - ON SQUAD CARS - THAT MOMENT - NIGHT

The cops follow along in BATMAN's path. The lead car LOSES
CONTROL and plows headlong into a drift. The DRIVER jams the
pedal, but his rear wheels end up digging a deep rut in the
ice. He sits there cursing, pumping the accelerator as other
COPS race past him on foot.

INT. BATMOBILE - ON BATMAN

The various ROBBERS have spread out, their vehicles BOUNDING
over the hilly terrain of the park. He spots two of them up
ahead; as he draws closer, they PART WAYS, veering off to the
left and right...

ANGLE ON BATMOBILE - MOVING

PODS OPEN on the front fenders, and MISSILE LAUNCHERS rotate
into place. The Batmobile fires a pair of HEAT-SEEKING
TORPEDOS, which BURROW into the snow on either side and
disappear.

ANGLE ON LEFT SNOWMOBILE - MOVING

The DRIVER looks back over his shoulder and sees what appears
to be a BLACK SHARK FIN plowing through the snow behind him,
GAINING FAST. He takes evasive action, but the SHARK FIN
always seems to follow. Just as he approaches the crest of a
hill...

...the TORPEDO slams into the rear of the SNOWMOBILE. The
force of impact knocks the ROBBER cleanly off. His LOOT lands
in the snow beside him, but the SNOWMOBILE keeps going --
sailing over the crest of the hill and striking the rocks
beyond with a deafening EXPLOSION.

ANGLE ON RIGHT SNOWMOBILE - MOVING

This ROBBER's a little smarter than his buddy. When he sees
the shark fin on his tail, he noses his snowmobile off into a
GROVE OF TREES. The trees are too closely spaced for the
torpedo to maneuver; it strikes the nearest tree trunk and
explodes harmlessly.

The ROBBER is feeling good about himself, because the
Batmobile can't follow either. But BATMAN has a Plan B. As
he drives alongside the grove, he HITS THE ACCELERATOR,
passing the snowmobile on its left. A STEEL SPIKE attached to
a cable launches from the side of the Batmobile and WEDGES
ITSELF into a distant TREE.

The cable goes taut, and the tree TOPPLES -- directly into the
path of the second SNOWMOBILE. The vehicle crashes into the
trunk, and the hapless ROBBER goes cartwheeling head-over-
heels into a drift.

In the distance, COPS appear -- racing to the scene on foot,
ready for mop-up duty. BATMAN kills the flamethrower, hits
the brakes, and FISHTAILS, doing a quick 180 on the snow.
He's just spotted fresh quarry: snowmobiles three and four,
whizzing over a rolling white pasture in the distance.

EXT. PARK - THAT MOMENT

We're at a makeshift CAMPSITE -- where a cluster of HOMELESS
PEOPLE are burning refuse in a garbage can to keep warm. They
look on in puzzlement as the two SNOWMOBILES whiz past and
disappear over a crest of a hill...

EXT. LAKEFRONT - ON SNOWMOBILES #3 AND #4

They bounce down the hillside and SKID -- arriving at the edge
of a frozen-over LAKE. With the roar of the Batmobile behind
them, the two DRIVERS get the same idea simultaneously.
Smiling, they rev their engines and set out over the surface
of the lake.

Now the Batmobile crests the ridge. The car's weight tips
suddenly and it begins to skid down the hill toward the lake.
BATMAN sees what's happening and kills the flamethrower just
in time -- but he can't brake the car on the snowy slope. The
prow of the Batmobile slides out onto the edge of the lake --

-- and under its weight, the ICE begins to crack. The left
front tire takes a sudden dip -- and worse yet, the car is
sliding forward.

INT. BATMOBILE - ON BATMAN

He shifts frantically from drive to reverse, trying to rock
the car out of its predicament, but his rear wheels find no
purchase. He can hear the ice cracking beneath him.
Grimacing, he throws a switch on the dashboard --

EXT. LAKE - ON BATMOBILE

-- and the trunk pops open. An industrial-strength GRAPPLING
HOOK shoots upward and digs in at a point beyond the crest of
the hill; and a concealed WINCH ASSEMBLY begins to grind away,
hauling the Batmobile uphill, out of danger.

INT. BATMOBILE - ON BATMAN

Suspended just above the icy lake, he sees the SNOWMOBILE
vanishing into the distance. He opens (yet another) panel on
the dashboard...

EXT. LAKE - ON SNOWMOBILES #3 AND #4

The ROBBERS give each other a big thumbs-up. They're almost
halfway across the lake now and the Batmobile is disabled.
All at once they hear a strange WHISTLING overhead...

Fireworks? No, it's a THERMITE BOMB -- rocketing past them,
hitting the ice some forty feet ahead and EXPLODING GAUDILY.
JAGGED CHUNKS OF ICE break free and SHIFT in the frigid water
-- and the ROBBERS are skidding into the drink before they
know what's hit them.

ANGLE ON SNOWMOBILE #5 - MOVING

The last of the robbers is SANTA CLAUS -- his big sack filled
not with toys, but precious stones. He approaches the edge of
the park, negotiating his way through a maze of rocky
outcroppings. He squirts out from behind a boulder into a
clearing...

...and GASPS in PANIC as a SEARING BURST OF FLAME erupts
behind him. The BATMOBILE speeds out from the other side of
the boulder; SANTA twists his accelerator, desperately trying
to build up speed.

As it is, he's barely managing to stay ahead of the
flamethrower. But the jet of flame suddenly DIES; the HOOD of
the Batmobile rises half a foot --

-- and TWIN PROJECTILES launch into the air. A heavy NET is
strung between them -- and it lands SMACK ON TOP OF SANTA
CLAUS, entangling the snowmobile and stopping him in his
tracks.

Immobilized, he watches through the net in horror as the
Batmobile barrels down. When the great black machine is
almost atop him --

-- it stops on a dime six inches from his heavily-padded
frame.

EXT. ENTRANCE TO PARK - A MINUTE LATER - NIGHT

The COPS are spread out near the entrance. They've rounded up
the other ROBBERS and returned most of the loot. They hear a
dull ROAR in the distance...

...and a few seconds later the BATMOBILE streaks into view,
dragging the NET behind it -- SANTA, his loot, and his
snowmobile, all tied up in one tidy parcel.

At the entrance to the park, the NET detaches itself from the
Batmobile, dumping SANTA into the hands of the waiting COPS.
Without stopping, the BATMOBILE roars out of the park and
vanishes whence it came. A mildly-humiliated COP turns to his
colleague and SHRUGS:

COP I
...Merry Christmas.

The second COP points to SANTA, still struggling in the net.

COP II
Gift-wrapped and everything.

DISSOLVE TO:

EXT. CITY HALL - DAY

TV MINICAM CREWS are camped out on the steps of City Hall,
with a sizable crowd watching from the street. COMMISSIONER
GORDON is reading from a prepared statement.

GORDON
After a high-speed chase -- over $750,000
in precious jewels were recovered intact
by the police force -- working in concert
with Batman.

At the sound of Batman's name, a CHANTING goes up in the
crowd:

VOICES IN CROWD
TAKE BACK THE STREETS! TAKE BACK THE
STREETS! TAKE BACK THE --

GORDON winces and lets out a sigh. The CHANTERS are a group
of pugnacious, well-muscled KIDS, late teens and early
twenties, all dressed in identical garb: black Batman
SWEATSHIRTS and little red Guardian-angel BERETS. They're
obviously members of the same club -- just like the guys we
saw in the park.

GORDON waits for them to shut up, but they don't; so he grabs
the mike and speaks slowly and distinctly, trying to be heard
over the din.

GORDON
I would like to stress -- that while this
city enjoys a special relationship with
Batman --
(louder)
-- we do not condone vigilantism --
(practically screaming)
-- IN ANY FORM.

It's no use. He's totally drowned out by the RED BERETS, who
continue to shout and shake their fists. Giving up, he
returns the mike to a REPORTER and marches up the steps in a
huff. The RED BERETS CHEER.

CUT TO:

INSERT - TELEVISION SCREEN

The evening news: a live, on-the-spot interview from Gotham
Square. A superimposed GRAPHIC identifies a surly kid in a
RED BERET as "MIKE SEKOWSKY -- SPOKESPERSON -- ORDER OF THE
BAT."

SEKOWSKY
And hey! Where does this --
(BLEEP; expletive deleted)
-- Gordon get off calling us ?
We're not breakin' any laws. We're a
group of concerned citizens, that's all --
just like Batman.

WOMAN IN CROWD
You people are nothing but hoodlums!

SEKOWSKY
Hey, lady -- we're out here on patrol
riskin' our necks to protect old biddies
like you.
(into mike)
If this lame-o Gordon could do his job --

MORE CATCALLS from the crowd. The picture jumps suddenly as a
minicam is jostled; some sort of SCUFFLE appears to be
breaking out. Before it does, CAMERA PULLS BACK from the TV
screen, placing us in:

INT. WAYNE MANOR - KITCHEN - NIGHT

where ALFRED THE BUTLER is watching the Sekowsky interview
with extreme dismay. As he trims the crusts from a pair of
hearty watercress sandwiches, he SLICES HIS FINGER OPEN.

ALFRED makes a pained face -- it's all Sekowsky's fault.
Onscreen, the fracas continues; SEKOWSKY has recommandeered
the mike...

SEKOWSKY (on TV)
We're provin' that the spirit of Batman is
alive in this city. We're gonna take back
the streets!

SEKOWSKY raises a fist. Behind him, his CRONIES begin to
chant: "TAKE BACK THE STREETS! TAKE BACK THE STREETS!"
Incensed, sucking on his finger, ALFRED moves to the TV and
flicks it off.

He turns on the radio in search of something more soothing.
"Good King Wenceslas" pipes through the manor; smiling, ALFRED
sets the sandwich plate alongside a steaming kettle on a
Sterling silver tea service.

INT. BRUCE'S LIBRARY - THAT MOMENT - NIGHT

The CAROL CONTINUES UNDERNEATH as ALFRED, white linen draped
over one forearm, sets the tea tray down on his master's big
mahogany desk. He digs in his pocket for a key and unlocks a
side drawer.

The drawer contains a stack of yellowed, aging NEWPAPER
CLIPPINGS -- among them one which reads "THOMAS WAYNE
MURDERED: Prominent Doctor, Wife Slain in Robbery.
Unidentified Gunman Leaves Child Unharmed." ALFRED digs
around beneath the clippings and finds a concealed SWITCH at
the rear of the drawer.

Gears grind, and a sectional bookcase detaches itself from the
wall -- sliding out a couple of feet to reveal a STONE
STAIRWAY which descends into darkness...

INT. BATCAVE - A MOMENT LATER - NIGHT

Descending the stone stairs, ALFRED arrives in the Batcave.
"Good King Wenceslas" is on the speakers down here as well.
Across a catwalk the BATMOBILE rests on its little plateau,
wrapped in a tarp.

ALFRED clears some space on a lab table and sets the tea
service down. He glances up at the bank of video monitors and
sees SEKOWSKY, still babbling, on several channels
simultaneously. He scans the cave, but there's no trace of
BRUCE.

ALFRED
Sir? -- MASTER BRUCE??

As if in response, BATS screech and flutter in the distant
recesses of the cavern. ALFRED turns suddenly and sees BRUCE
behind him, suspended from a thin filament wire, RISING OUT OF
A BOTTOMLESS ABYSS.

BRUCE
I'm not deaf, Alfred. I hear you.

He's wearing his civvie -- tweed pants and cashmere sweater --
but he's got the utility belt, with its spring-action reel,
buckled about his waist. Clutching a bundle, he hangs in
midair for a moment, dangling over the void. ALFRED slowly
regains his composure:

ALFRED
I took the liberty of preparing tea.
(indicating tbe monitors)
I take it you've been watching the news?

BRUCE, still dangling, glances up at the SEKOWSKY interview
and nods.

BRUCE
Yeah...lot of crazy people in this world.

BRUCE rocks back and forth to build up momentum. He kicks off
on the nearest stone outcropping, lands gracefully on the
Batcave floor, and unbuckles his belt. Preoccupied, he drops
his mysterious bundle on the lab table: a roll of black
fabric, and a cluster of lightweight, hollow ALUMINUM RODS,
connected by what appears to be SURGICAL TUBING.

ALFRED
I should inform you...Christmas is
approaching, and we've received our annual
solicitation from the Fireman's Toy Fund.
(eyeing the equipment)
If I may inquire...?

BRUCE
Oh, yeah. Watch this.

BRUCE hits a trigger on a tiny gas canister attached to the
tubing. The tubing inflates and the rods spring erect --
stiffening, wing-like, into something which looks remarkably
like the skeleton of an umbrella.

ALFRED
Most ingenious, sir. What exactly it?

BRUCE
What does it look like?

ALFRED
To the untrained eye, sir, it looks
remarkably like...the skeleton of an
umbrella.

Sounds good. BRUCE eyes his new invention, thinks it over,
smiles slyly.

BRUCE
Good guess, Alfred. That's exactly right.

BRUCE hits the trigger, and the rods WILT with a hiss. He
sits at his lab table; ALFRED unfolds a napkin on his lap,
pours a cup of tea.

ALFRED
Splendid, sir, and if I may say, I'm glad
you're putting your time to such
productive use.
(beat)
Now -- the Toy Fund. Our contribution
last year was a half-million dollars...

BRUCE
We can do better than that.

ALFRED
Then there's the foster-parents program...
the Gotham homeless crusade...

BRUCE nods abstractedly and tucks into his sandwich. He seems
oddly preoccupied -- not exactly melancholy, but his thoughts
are obviously a million miles away. ALFRED looks on,
concerned:

ALFRED (cont.)
Is something troubling you, sir?

BRUCE
Yeah...the holidays, I guess. Always gets
me thinking about...
(he changes the subject)
And to tell you the truth, I'm a little --
concerned about Vicki.

ALFRED
(anxiously)
Miss Vale, sir...?

BRUCE
Yeah. I've been thinking about it lately.
Thinking about it a lot...
(gravely; shaking his head)
...and I still can't figure out what to
get her for Christmas.

BRUCE shoots ALFRED a solemn, perplexed look -- and ALFRED
heaves an audible sigh of relief as we

CUT TO:

INT. PRISON CELL - DAY

TIGHT ON a stack of COOPS and CAGES, piled high against a bare
concrete wall. Each cage -- and there are at least two dozen
of them -- contains a twittering BIRD: starlings, pigeons,
cardinals, titwillows...

CAMERA PULLS BACK from the bars of the cages to reveal a VERY
ODD FIGURE in prison greys. A CANARY, perched on his
shoulder, SINGS HAPPILY as he stands in front of a grimy,
cracked mirror, plastering back his hair, BUFFING HIS NAILS
with quick, birdlike strokes.

MR. BONIFACE is beak-nosed, epicene, and so fat that it seems
his skin should burst; the adjective that comes to mind is
"obscene." Despite his eccentric appearance, he comports
himself with overblown, theatrical dignity. Fastidious and
preening, he does not suffer insults lightly.

CAMERA PULLS BACK FURTHER -- through another set of bars --
and we realize that MR. BONIFACE is himself caged. A PRISON
GUARD arrives to slide back his cell door...

GUARD
Up and at 'em, Pengy. -- Pengy?

MR. BONIFACE pointedly ignores the GUARD, refusing to
acknowledge the odious (if wholly appropriate) nickname.

GUARD (cont.)
Boniface...

MR. BONIFACE finally turns. With an expression of extreme
distaste, he affixes a MONOCLE over one eye, returns the
canary to its cage and allows himself to be ushered out.

INT. WARDEN'S OFFICE - DAY

MR. BONIFACE and his ATTORNEY sit at a long table across from
the WARDEN and the members of the PAROLE BOARD.

PAROLE OFFICER
You want to return the money you stole.

BONIFACE
Intact. The map will show you where it's
buried.

The PAROLE OFFICER stares skeptically at a hand-scrawled MAP.

PAROLE OFFICER
All of it. Forty-two million dollars.

MR. BONIFACE stares down humbly at the table -- as if he finds
the mere mention of his transgression too embarrassing to
bear.

PAROLE OFFICER II
Why this sudden change of heart?

MR. BONIFACE
Gentlemen, I want my debt to be repaid in
full. I want to be a part of civilized
society!
(oozing sincerity)
Prison life is not for me. The guilt, the
fear, the constant shame...one meets a
disturbingly low class of people.

PAROLE OFFICER II
Sure, but -- forty-two million dollars??

MR. BONIFACE nods plaintively. It's quite a perfomlance. He
dabs at his face with a handkerchief; it's hot in here, and
he's the delicate type...

WARDEN
His record's clean. Thirteen years
without an incident.

ATTORNEY
I'd like to point out, my client's put his
time to good use. A student of
ornithology...articles published in
several respected journals...

The PAROLE OFFICER thumbs through a stack of magazines: Bird
World, Ornithological Review, Beaks And Feathers, Nest Egg.

MR. BONIFACE
Birds, yes. My only source of solace.

PAROLE OFFICER
In light of this rather extraordinary
gesture, I see no reason not to endorse
your application for parole.

BONIFACE
Thank you, sir. You won't regret it.

MR. BONIFACE shakes hands with the members of the PAROLE
BOARD. As the GUARDS escort him out, a BLACK MYNAH BIRD
SQUAWKS LOUDLY from its cage in the corner of the office:

MYNAH
CRIME DOES NOT PAY. AAWWK!! CRIME DOES
NOT PAY.

CHUCKLES all around. On his way out the ATTORNEY gestures
toward the mynah -- and BEAMS at the parole board:

ATTORNEY
Personally trained by my client.

INT. PRISON CELL - DAY

Free time -- the cell doors are open and the convicts are
milling around in the common area. T-BONE, 220 lbs. of dumb,
hulking beef, saunters up to his cell and finds his bunkmate,
MR. BONIFACE, staring at a stack of EMPTY CAGES. BONIFACE
whirls on him suddenly, his face beet-red, APOPLECTIC WITH
RAGE:

MR. BONIFACE
-- Where are my birds?!?

T-BONE
Shit, Pengy. I let 'em go.

MR. BONIFACE
Hermione. My canary. It's the dead of
winter!

T-BONE flops casually on his bunk, obviously enjoying MR.
BONIFACE's profound distress.

T-BONE
They were all cooped up. With you leaving
and all -- seemed like the humane thing to
do.

BONIFACE'S GAZE FALLS on a corner of the cell. He spots a
scattering of YELLOW FEATHERS -- a patch of FRESH BLOOD. With
a supreme effort of restraint, he turns and forces a smile...

MR. BONIFACE
I see. -- You might as well have this. I
won't be needing it...

He tosses a SONY WALKMAN to T-BONE, who flicks it on. The dim
strains of CLASSICAL MUSIC are audible through the
earphones...

T-BONE
Well, thanks, Pengy. No hard feelings.
(chuckling to himself)
Y'know, I'm gonna miss that pudgy little
ass of yours.

T-BONE tunes the Walkman to a rock station, slips the headset
on, grins from his bunk. TWO GUARDS arrive. As they escort
him out, MR. BONIFACE mutters:

MR. BONIFACE
You won't miss it long.

EXT. PRISON - MAIN ENTRANCE - DAY

It's fifteen degrees outside as MR. BONIFACE -- aka THE
PENGUIN -- waddles forth from the prison gates, regally
attired in cutaway and pin-stripes. He pauses to inhale a
deep lungful of the icy air; then, with a smile of
exhilaration, he removes his coat and STRETCHES -- spreading
his wings, REVELING in the cold.

A STRETCH LIMO pulls up. Two identically gaunt and vulture-
like DANDIES, formally dressed, with bowler hats and
umbrellas, step out to meet him. These two gentlemen -- FRICK
and FRACK -- serve as the Penguin's general factoti and
"business managers."

FRICK
Welcome back, Mr. Boniface.

PENGUIN
Mr. Frick. Mr. Frack. Our years of
planning are about to pay off.

INT. LIMO - MOVING - DAY

Now that he's loose, the PENGUIN's rapacious side is beginning
to show. His eyes twinkle with greed as he contemplates his
own ingenuity.

PENGUIN
I take it they found the money all right?

FRACK
We buried it exactly as you specified.
$42,271,009...

PENGUIN
How much have we got left?

FRICK reaches into his coat for a BALANCE SHEET.

FRICK
Let's see -- an initial capitalization of
42 million and change, compounded over
thirteen years, at an annual return of
just under sixteen percent --

PENGUIN
Fine, fine. How much?

FRICK
Seventy-nine million. -- Excluding the
sum we buried.

THE PENGUIN lets out a dry, heaving CHORTLE, midway between a
normal laugh and a DUCK'S QUACK. He checks his watch and
reaches into his pocket for a small ELECTRONIC DEVICE.

PENGUIN
Speaking of burials...

EXT. PRISON YARD - DAY

T-BONE on work detail. He's got the Walkman on and he's
shoveling snow to the beat. He winces, and removes the
headphones...

The MUSIC he was listening to has been replaced by an eerie,
high-pitched WHINE. He's twisting the knob, trying to find
the station he was tuned to, when a PIGEON dives down STRAIGHT
AT HIS HEAD.

T-BONE
HEY -- !

He drops the shovel as the bird STRIKES, glancing off his
head. Before he can react, THREE MORE PIGEONS have swooped
down at him, PECKING at his head and shoulders in a frenzy.

He lets out a HOWL and staggers through the prison yard in a
frenzy. DOZENS of PIGEONS are pouring over the prison walls,
SHRIEKING HIDEOUSLY, descending on him. He falls to the
ground screaming for help, but the other prisoners run like
rabbits, terrified...

By the time the GUARDS come racing across the courtyard,
T-BONE's no longer even visible. There's just a swarming,
man-shaped mass of PIGEONS, pecking away, flapping their wings
insanely. Covering their faces as they move in, the GUARDS
blow their whistles -- BEAT AT the pigeons with billy clubs.

All at once, the PIGEONS take off en masse -- leaving T-BONE's
mutilated corpse sprawled in the yard. A GUARD notices the
Walkman, picks up the earphones to listen, and hears nothing
but ROCK MUSIC -- "Surfin' Bird" by the Trashmen. Bird bird
bird, bird is the word...

EXT. ROAD - ON PENGUIN'S LIMO - MOVING

An AERIAL VIEW of the LIMO as it cruises down the deserted
road leading away from the prison. It disappears from view --
and all at once the frame is filled with PIGEONS, great
squalling FLOCKS of them, dutifully following their master as
he makes his way back to Gotham City.

DISSOLVE TO:

INT. WAYNE MANOR - ENTRYWAY - NIGHT

ALFRED opens the front door and finds a bundled-up VICKI out
on the portico, red-cheeked, flushed, and happy. She pulls
him forward, gives him a quick peck on the cheek.

VICKI
Guess what, Alfred. I think I found a
present for Bruce.

She's got a long, skinny GIFT BOX propped up against the
exterior wall. At first it doesn't want to fit through the
door -- it must be eight feet long -- but with ALFRED's help
she gets it inside. The faithful butler stares curiously at
this odd-shaped gift...

VICKI (cont.)
Skis. -- Don't let on, okay?

ALFRED
He won't hear a word of it from me.

VICKI
He's such a nightmare to shop for. --
What do you get him year after year,
Alfred?

ALFRED
(conspiratorially)
I find you can't go wrong with
surveillance equipment. Let me put this
under the tree...

VICKI
Not so fast.

She reaches into the pocket of her coat and pulls out another
small gift. ALFRED stares at the tag -- "TO ALFRED, LOVE
VICKI" -- and tries to suppress a HUGE GRIN.

ALFRED
Why, Miss Vale -- !

VOICE FROM BEHIND
What's all this?

ALFRED and VICKI turn. It's BRUCE, dressed for dinner,
marching down the long stairway in the entry hall. VICKI
waves frantically.

VICKI
Don't look. It's your present.

VICKI rushes over to embrace him. He gapes at the long skinny
box --

BRUCE
What'd you get me? Kareem Abdul-Jabbar?

VICKI frowns and gives him a kiss. She nestles up against
him. WHISPERS in his ear:

VICKI
I'm going to give you the happiest
Christmas you've ever had.

Still in the clinch, BRUCE shoots a look at ALFRED. Taking
the hint, ALFRED clears his throat and bends to pick up one
end of the ski box. He backs out of the entry hall, dragging
the box before him...

CUT TO:

EXT. GOTHAM PARK - NIGHT

FIRES burn in garbage cans. TENTS and LEAN-TOS dot the snowy
landscape. Men, women, and children wander aimlessly,
huddling against the cold.

An army of the HOMELESS has set up camp in Gotham Park. On
the nearby periphery, PICKETERS -- half concerned citizens,
half down-and-outers -- are marching the sidewalks, keeping a
candlelight VIGIL. Hand-lettered placards read: "SAVE THE
PARK." "PARKS ARE FOR PEOPLE." "THIS PARK IS OUR HOME."

The source of the protest? A towering SIGN posted in a corner
of the park, announcing the imminent consuuction of a new
luxury highrise -- the GOTHAM PARK TOWERS -- a project of Shaw
Construction, Inc.

A LAMBORGHINI sits at a traffic light nearby...

INT. LAMBORGHINI - THAT MOMENT - NIGHT

BRUCE and VICKI, dressed for dinner, stare out at the
demonstration.

VICKI
Homeless.
(beat)
I was just down here Tuesday. Seems like
there's more every day.

BRUCE starts to say something, but can't think of anything to
say.

VICKI (cont.)
Christmas time. And they say there's over
a thousand people living in the park
already.

BRUCE
-- Yeah.

The light changes. BRUCE throws the car into gear and -- at
the next intersection -- turns the car right, into the park.

EXT. PUB-IN-THE-PARK - NIGHT

Despite the name, it's a tony little bistro catering to
Gotham's elite. A PANHANDLER, underdressed for the cold, has
been hustling the customers as they come out; a couple of
PARKING ATTENDANTS are trying to drag him discreetly away as
BRUCE'S CAR pulls up.

A VALET opens the car for BRUCE and VICKI, who look on in
concern as the PANHANDLER gets the bum's rush. The liveried
DOORMAN shrugs apolagetically -- sorry for the inconvenience
-- as they enter.

INT. PUB-IN-THE-PARK - NIGHT

Post-dinner. VICKI's got a sheaf of PHOTOS spread out on the
table in front of BRUCE -- shots of Gotham's HOMELESS, being
forcibly evicted from slum dwellings, erecting their
SHANTYTOWNS in Gotham Park.

VICKI
They're already razing the tenements and
SRO's downtown. These people don't have
anyplace else to go.
(beat)
If the city starts selling off the park...

BRUCE takes a good long look at his opulent surroundings.
HUGE WINDOWS open on a serene and picturesque view of the
park; CAMPFIRES flicker in the distance...

BRUCE
-- Yeah. I guess I'll pass on dessert.

VICKI
(taking his hand)
Bruce, you do a lot more than most people
even dream of.

BRUCE
Sure. Comes off the top of my taxes --

VICKI
That's not what I meant.

They exchange a long silent look. Of course she's referring
to Batman. Still, the argument doesn't hold much water with
BRUCE.

BRUCE
-- What I "do" doesn't come close to the
root of the problem, Vicki.
(long pause)
I'm just a Band-Aid.

VOICE FROM BEHIND
Bruce! It's been ages!

VICKI turns -- and rapidly closes her photo folder.
Millionaire construction magnate RANDALL SHAW is in the
restaurant table-hopping, and he's just glommed onto BRUCE.

BRUCE
Randall. You remember Vicki. -- How's
the construction business?

SHAW
The park tower? All systems go. If we
can get the junkies and winos cleared
out...
(a big grin)
Not too late to get in on the deal.

BRUCE
I'll think about it.

SHAW
Say, Walter Barrett's due back from
Europe. We should all get together at the
club.
(clapping him on the shoulder)
Nice to see you again, Miss Veal.

"Miss Veal" maintains a big phony smile as SHAW moves off to
the next table. She murmurs to BRUCE through clenched teeth:

VICKI
What a pig.

BRUCE
I've known him since he was seven years
old. He was a pig then too.

VICKI
Now he wants to gobble up the park...
(shivering)
Bruce -- isn't there something you can do
about people like that?

BRUCE
What, tie him up with a bat-rope?

VICKI
No, you idiot. I meant you. Bruce.

BRUCE nods -- oh, yeah. Subtle distinction.

INT. PUB-IN-THE-PARK - NIGHT

BRUCE and VICKI emerge from the restaurant. He hands his
parking stub to a VALET. A crowd's beginning to form in the
lot outside...

The red-and-blue bubble of a POLICE CAR is flashing a short
distance off, near the entrance to the park. TWO RED BERETS,
in full Order-of-the-Bat regalia, look on as a recently-mugged
WOMAN JOGGER gives her statement to the investigating COPS.

BRUCE and VICKI, intrigued by the Batman-wannabes, move a
little closer -- within eavesdropping range:

RED BERET I
We were on patrol. Saw the whole thing.

JOGGER
I was attacked. Three men in ski masks --

COP I
(indicating the RED BERETS)
And these two broke it up?

JOGGER
These two?? They ran like rabbits. I
never saw anybody take off so --

RED BERET II
Hey! Somebody had to go for the cops.

COP II
You. SHUT UP, all right??
(to the JOGGER)
Lady, who was it that bailed you out??

JOGGER
A kid. Thirteen or fourteen tops. He
just came out of nowhere and -- tore into
'em.
(shaking her head)
It was so quick I didn't even see his
face.

Nearby, VICKI shoots a highly quizzical look at BRUCE, who
responds with a mystified shrug. Her professional curiosity
piqued, she wanders over to introduce herself to the JOGGER.

An exasperated COP leads the RED BERETS away from the crime
site:

RED BERET I
Dumb shit. Shouldn'ta been jogging in the
park at night anyway.
(sullenly)
Look around you. It's fulla bums.

BRUCE gestures at the RED BERET's Batman sweatshirt as he
passes.

BRUCE
Nice outfit.

RED BERET I
Piss off, geek.

DISSOLVE TO:

EXT. WATERFRONT DISTRICT - NIGHT

Snow blankets the abandoned warehouses rimming Gotham Harbor.
FOGHORNS blare in the distance as a pair of STILETTO HEELS --
totally inappropriate for the weather -- click across the
sidewalk and pause at mid-block, where a wide wooden plank
leads down from street level to a seedy hole-in-the-wall bar:
the WHARF RAT.

INT. WHARF RAT - NIGHT

A roughneck joint, about as trendy as the average bait shack.
The clientele consists primarily of surly types who are saving
up for their next tattoo. A TV over the bar is tuned to the
late news:

ANCHORWOMAN
...and tomorrow, the city's power elite
will be turning out in force to greet
millionaire industrialist Walter Barrett,
who returns to Gotham after a five-year
stay in Europe...

The BARTENDER switches to a hockey game, because none of the
rowdies at the bar give a shit about Walter Barrett. None,
that is, except for a strapping young bruiser named RICKY, who
gets up and makes his way to a pay phone in the corner.

Moments later, the owner of the high heels enters; she opens
her black fur coat and unwraps her muffler, revealing exotic,
vaguely Eurasian features. She's dark and elegant, fine-
boned, regal of bearing -- and her name, though we don't know
it yet, is SELINA KYLE.

She's not the kind of girl who typically frequents the Wharf
Rat, and so her entrance creates quite a stir. A LONGSHOREMAN
at the nearby pool table misses his shot and digs a rut in the
felt. Two blowsy WHORES size her up territorially as she
finds an open stool at the bar and settles in with serene
indifference.

The regulars, of course, are all but licking their chops. The
only guy in the joint who hasn't noticed her yet is RICKY,
who's still on the phone:

RICKY
Yo. Ricky here. What's the haps?

In mid-conversation he notices SELINA. She smiles invitingly
-- right at him. Mildly startled, he smiles back.

RICKY (cont.)
Midnight. No sweat. See you then.

He hangs up eagerly. Then, with a deep breath, he hitches up
his pants and swaggers over to SELINA's end of the bar.

SELINA
Well. "Ricky," is it?

RICKY
How'd you know that?

SELINA
I heard you on the phone. Talking to your
girlfriend.

RICKY
Girlfriend? No, no. That was business.

SELINA makes a big show of peeling off her gloves.

SELINA
If you've got time for a little pleasure
...maybe you'd like to buy me a drink.

She clasps his hand. His EYES BUG OUT. Three enormous rings,
a diamond bracelet -- there must be several thousand in rocks
on her left hand alone. RICKY gapes at the sparklers,
bedazzled.

RICKY
Jeez -- they look almost real.

SELINA
Why wouldn't they be?

RICKY is not the smoothest guy around, and his line of thought
is all too evident. He swallows hard and tries not to stare.

RICKY
You'd have to be crazy. Nobody'd wear the
real thing to a dive like this.

SELINA
Oh, they're real, all right. So are
these.

She waves her FINGERNAILS -- long, polished, and talon-sharp
-- in front of his eyes. With lightning speed, before he can
react, she pins his wrist to the bar -- and with one quick
stroke carves a THIN BLOODY STRIPE in the back of his hand.

SELINA's eyes flash as he gasps in shock. He tries to jerk
his hand away, but he can't break her grip. Then -- her
dominance firmly established -- she releases his hand with a
coy, Cheshire-cat smile.

SELINA (cont.)
Weren't we going to have a drink?

He blinks, forces a chuckle, smiles unsteadily. She takes his
wounded hand, lifts it slowly to her mouth, and LAPS GENTLY at
the blood. RICKY is hypnotized.

She's got an odd way of flirting, but RICKY finds it somehow
-- intriguing. He dabs at his hand with a napkin and signals
to the BARTENDER.

CUT TO:

EXT. WATERFRONT - PIER 31 - NIGHT

Just after midnight; the snow's still failing, the waters are
icy, and the wharfs are deserted -- almost. A small STEAMBOAT
is docked at Pier 31, and the deck is lined with THUGS --
mean, ugly, and heavily armed.

A similar contingent of gun-toting GOONS is waiting to greet
them on the dock below. The boys on the dock hoist ASSAULT
RIFLES as the BOAT THUGS extend a gangplank. Something major
is about to happen...

The CHIEF DOCK GOON gestures to his LIEUTENANT, who grabs a
black MEDICAL BAG. Hands raised, the two of them start up the
gangplank.

Throughout all this, the DOCK GOONS keep their guns trained on
the BOAT THUGS, covering their buddies. One of them turns to
a colleague:

DOCK GOON I
Where's that goddam Ricky?

DOCK GOON II
Probably out gettin' laid. And here we
are freezin' our balls off...

EXT. STEAMBOAT - ON DECK - THAT MOMENT - NIGHT

The LIEUTENANT unloads chemical testing gear from his doctor's
bag. The lead BOAT THUG gestures to a stack of SHIPPING
CRATES which rest atop a large NET spread out across the deck.

BOAT THUG I
You pick.

The CHIEF GOON selects a crate at random. Two BOAT THUGS tip
it on its side and, using a crowbar, pry off a FALSE BOTTOM --
revealing a dozen packets of WHITE POWDER.

POV SHOT - HIGH ANGLE - THAT MOMENT

We're now watching the scene from a vantage point atop a
ramshackle boathouse at water's edge. Down on the deck of the
steamboat, the LIEUTENANT goes to work testing the
merchandise.

LIEUTENANT
It's pure.

REVERSE ANGLE - THAT MOMENT

A BLACK SILHOUETTE is peering down from the boathouse roof.
The mysterious watcher ducks quickly out of sight; the only
details that register are a pair of ominously familiar POINTY
EARS...

CHIEF GOON (O.S.)
Let's do it.

He gestures to his boys on the dock. A CRANE-AND-WINCH
assembly rotates into place over the deck -- and the BOAT
THUGS gather up the corners of the netting and attach them to
the big hook.

BOAT THUG I
Hold it. Let's see the money.

Down on the wharf, a DOCK GOON kneels beside a metal suitcase
and opens it. Lots of long green inside. The BOAT THUG
signals thumbs up, and the CRATES rise into the air as the
goon with the suitcase starts up the gangplank.

LOW ANGLE - ON GANGPLANK - THAT MOMENT

The goon with the suitcase marches up. Beyond him, in the
distance, a LITHE BLACK SHADOW vaults off the boathouse roof
and makes a silent, graceful landing on the long shaft of the
CRANE.

ANOTHER ANGLE - THAT MOMENT

The moment of maximum tension: grim faces all around, everyone
holding a gun on someone else as the suitcase arrives on deck
and crane swings over the pier.

ANGLE ON CRANE - THAT MOMENT

Razor-sharp, CHROME-STEEL TALONS slash suddenly through the
air.

ON DOCK - LOW ANGLE - THAT MOMENT

The netting GIVES WAY, and TWO DOZEN SHIPPING CRATES rain down
onto the pier, CRUSHING two DOCK GOONS underneath. The crates
explode into splinters, littering the dock with drugs and
random ART OBJECTS as the other DOCK GOONS scatter in panic.

ON STEAMBOAT - THAT MOMENT

Nobody knows quite what's going on. Panicking, the GOON with
the suitcase full of money turns tail and dives for the
gangplank. BOAT THUG I sees him and squeezes off a quick
shot. Winged, the GOON topples off the gangplank and hits the
drink, suitcase and all.

Pandemonium. All at once, everyone's OPENING FIRE. Thinking
he's been double-crossed, BOAT THUG I turns on the CHIEF GOON
and SHOOTS HIM TWICE at point-blank range.

BOAT THUG I
YOU SON OF A BITCH!
(to another BOAT THUG)
Go after it. Get the money. GO!!

He raises his gun, and the second BOAT THUG dutifully obeys --
diving off the deck into a hail of gunfire. Everyone's
ducking for cover. BOAT THUG I barks orders at the
pilothouse:

BOAT THUG I
Soltar las amarras! -- CAST OFF!!

ANOTHER BOAT THUG
LOOK!

BOAT THUG I whirls, just in time to see a SHADOWY FIGURE
landing cat-like on the deck mere yards away. Clad in inky
black leather from head to toe, the intruder's face is
concealed by what appears to be a BONDAGE MASK. Studded, with
openings for the eyes and mouth, it spans one incongruous
touch: a pair of POINTED CAT EARS.

She bares her teeth and HISSES.

It's a woman.

BOAT THUG I is momentarily mesmerized. In the time it takes
him to lift his gun, she's produced a CAT-O'-NINE-TAILS. She
SNAPS it at him: REELS HIM IN; and with one lethal stroke,
RAKES her steel talons across his face and throat. He slumps
to the deck, lifeless.

The other BOAT THUG rushes her; she catches him under the jaw
with a sudden upthrust, LIFTS HIM INTO THE AIR, and sends him
toppling into the water.

The gangplank falls aside as the steamboat pulls away from the
pier. She hoists an abandoned ASSAULT RIFLE, SCATTERS the
DOCK GOONS with a round of automatic fire, and VAULTS off the
boat -- landing in a graceful crouch on the edge of the pier.

Most of the DOCK GOONS have taken flight, but a few unlucky
specimens remain behind. She somersaults forward; takes one
goon off his feet with a crack of the whip; knocks another off
the dock with a twirling high-kick to the jaw; sends two more
reeling with swift talon-slashes. The whole frenzied mop-up
action takes just under ten seconds. Alone at last, she
stands back to survey the scene.

Counting the stiff's on the boat -- which is now receding in
the harbor -- there must be well over a dozen dead. The snow
is speckled with red. A half-dozen bodies lie sprawled in
their own blood; one of them, the lone survivor, is face-down
and softly MOANING.

Retracting her steel claws, the MASKED WOMAN crouches amid the
wreckage of the smashed shipping crates. BINDLES OF WHITE
POWDER -- millions of dollars' worth -- are scattered all
about the pier, but she couldn't seem less interested.
Instead, she's checking the MANIFEST NUMBERS stamped on the
sides of the crates.

She finds crate #18396-BB and rummages among its contents
until she comes up with a carefully-wrapped parcel. She opens
it carefully and holds it up for inspection. The statuette of
a RAVEN -- carved from solid onyx -- glistens in the
moonlight.

The WOMAN pauses long enough to slip a small CARD in the
MOANING PUNK's back pocket. Then, cradling the raven under
one arm, she dashes off on silent cat feet.

A LANTERN approaches. It's an OLD SALT -- some kind of
hapless night watchman -- and his face goes bone-white at the
sight of the carnage on the docks. He kneels beside the
moaning punk, turns the body over, and GASPS -- because the
PUNK'S FACE has been CLAWED TO SHREDS.

PUNK
Murcielago. MURCIELAGO!!

CUT TO:

INT. PENGUIN'S LAIR - NIGHT

The unique chamber in which we find ourselves is alive with
the flutter and song of COLD-WEATHER BIRDS -- dozens of them,
all chirping, flitting about in the rafters, alighting on
special perches mounted in the walls.

At the center of this penthouse room is a vast sunken POOL.
ARCTIC TERNS loll on the surrounding rocks as a LACKEY with a
wheelbarrow empties cracked ice into the already-frigid water.
Carefully landscaped, it looks like the penguin exhibit at the
Gotham Zoological Gardens.

A MASSIVE, INDISTINCT SHAPE glides beneath the surface. It's
not a whale; it's too pink. It is, instead, the PENGUIN --
and as he breaks the surface, sputtering, he sees FRICK
standing in the open doorway.

FRICK
Mr. Boniface? Your...visitor has arrived.

PENGUIN
Thank you, Mr. Frick. Show her in.

The PENGUIN moves to the edge of the sunken pool. Two of his
LACKEYS swivel a CROSSBAR, which hangs from the ceiling by a
long chain, into place over his head. He grasps it with both
hands -- and the crossbar RISES, hoisting his formidable bulk
out of the water.

INT. HIGH-RISE - CORRIDOR - THAT MOMENT

FRICK leads the VISITOR down a long corridor lined on either
side with BIRD CAGES -- exotic songbirds with brilliantly-hued
plumage. CAMERA TRACKS ALONG behind her, and although we
can't see her face, there must be something distinctively
feline about her -- because the BIRDS are shrieking and
fluttering in their cages, RECOILING INSTINCTIVELY as she
strolls past.

FRICK opens a door and ushers her into...

INT. PENGUIN'S LAIR - A MOMENT LATER - NIGHT

Our visitor -- SELINA KYLE -- enters the penguin-pool room.
Her teeth begin to chatter. The big bay windows have been
thrown open, and SNOW is blowing in from outside. It's
freezing in here.

She sees the PENGUIN -- wearing a thin dressing gown and an
APRON outfitted with SEED POUCHES -- scattering birdseed on
the window ledge for the pigeons, totally oblivious to the
cold. He turns, throws his arms wide in greeting, kisses the
back of SELINA's hand.

PENGUIN
Ah, Miss Kyle! At last we meet.

SELINA
At last we meet. -- Pigeons?

PENGUIN
Yes, they're common birds -- dirty,
stupid, unattractive -- but they're very
obedient, and they do crap on people's
heads. May I?

She extends a SHOPPING BAG. The PENGUIN removes a parcel and
unwraps it, revealing the RAVEN STATUETTE. He sets it on a
nearby desk, fondles it reverently...and BEAMS at SELINA.

PENGUIN (cont.)
I see your reputation was not exaggerated.

SELINA
I've located the others. All but one.
(shivering)
I'm surprised you don't catch
pneumonia -- !

With an apologetic smile, the PENGUIN pulls the windows shut.

PENGUIN
My normal body temperature is ninety-two
degrees. Germs find me inhospitable.

SELINA
I see why they call you the Penguin.

PENGUIN
They may call me that...but rarely more
than once. Champagne?

She nods. He pours two glasses, hands one to SELINA, raises a
toast.

PENGUIN (cont.)
My dear. Here's to the second biggest
crime in the history of Gotham City.

CUT TO:

INT. POLICE OBSERVATION ROOM - NIGHT

COMMISSIONER GORDON and another cop, LT. EDDIE BULLOCK, are in
darkened antechamber adjacent to an interrogation room.

BULLOCK
It wasn't about the drugs. Whoever it was
left thirty kilos sitting on the docks.

They're watching, through a two-way glass panel, as a
terrified man with a heavily-bandaged face tells his story.
It's the lone survivor of the dock massacre, JULIO, and his
voice is audible over a concealed intercom:

JULIO (filter)
Un silueta negra -- con colmillos, y
garras -- el demonio. El murcielago.
MURCIELAGO!

GORDON
What's that he keeps saying?

BULLOCK
"Murcielago." -- Bat.

GORDON
Nonsense. That dock looked like a
slaughter-house. Batman's never committed
murder.

BULLOCK
We did find this in his back pocket.

BULLOCK hands GORDON a CARD. It reads: "THOSE WHO FEED ON THE
SOUL OF GOTHAM WILL SUFFER MY WRATH" -- and in lieu of a
signature, there's a little black BAT-EMBLEM in the bottom
corner.

While GORDON's staring at it, a POLICEMAN pokes his head in:

POLICEMAN
Commissioner? We've got Barrett.

INT. POLICE INTERROGATION ROOM - THAT MOMENT

A cubicle down the hall. The splenetic WALTER BARRETT,
millionaire industrialist, is fidgeting in his chair as GORDON
enters.

BARRETT
Fine welcome. These storm troopers of
yours dragged me away from my coming-home
party!
(beat)
I'd like to know the meaning of this --

GORDON
I'd like to know how thirty kilos of pure
cocaine wound up concealed in your
personal effects.

BARRETT
Gordon -- I come from one of the oldest
and most influential familles in Gotham.
If you plan to accuse me of smuggling
drugs, be my guest.
(long, menacing pause)
I'll have your badge before you leave this
room.

GORDON weighs the threat. He nods to the COPS in
attendance...

GORDON
Book the son of a bitch.

GORDON storms out. BARRETT jumps out of his chair, but the
COPS restrain him. Outraged, he bats their hands away...

BARRETT
I believe I'm still entitled to a phone
call.

CUT TO:

EXT. DOWNTOWN GOTHAM - DAY

VICKI with her camera, squeezing off snaps. She's standing
behind a SAWHORSE, part of a crowd of onlookers at a downtown
DEMOLITION SITE. SURVEYORS and HARDHATS bustle about in a
VACANT LOT, a full city block in size, fenced off and strewn
with rubble. The only structure still standing is a lone,
decrepit TENEMENT BUILDING; a WRECKING BALL is poised above
it, ready to strike.

A SIGN at one corner of the lot announces a forty-story OFFICE
COMPLEX soon to be erected on this site by SHAW CONSTRUCTION,
INC. Down below is RANDALL SHAW HIMSELF, in necktie and
hardhat, speaking into a WALKIE-TALKIE:

SHAW
Come on! Let's move it! We're an hour
behind as it is!!

A few moments later, a CLUSTER OF PEOPLE emerge from the
tenement building -- a mixed team of COPS and CONSTRUCTION
GOONS who are forcibly removing a DESTITUTE FAMILY from the
condenmed building. VICKI watches angrily...

HER POV - TELEPHOTO LENS

A quick series of shots: the SQUATTERS wailing and struggling,
clinging to the doorways, unwilling to leave. Their few
belongings are packed in a couple of CARDBOARD BOXES, which
the cops heave rudely out onto the street. Finally, the
handcuffs and nightsticks come out...

ANGLE ON SHAW - THAT MOMENT - DAY

A SURVEYOR grabs SHAW by the arm and points out the woman
taking photos in the crowd. SHAW recognizes her instantly.
His face turns into a mask of outrage -- as if he's been
personally betrayed.

SHAW
Jesus Christ, that's Bruce Wayne's bimbo!

He makes eye contact with her. VICKI stares back defiantly.
He's about to stroll over and tell her off when a HARDHAT
signals to him:

HARDHAT
Phone call, Mr. Shaw. Guy said it's
urgent.

SHAW
(to tbe SURVEYOR)
Hold the ball. I wanna hear it crash.

He climbs into the cab of a nearby TRUCK, where he picks up a
CELLULAR PHONE.

INTERCUT - BARRETT AND SHAW

BARRETT's still in custody at the police station -- using his
one phone call to contact the construction magnate.

BARRETT
It's me, Randall -- Walter Barrett. I
want you to call my attorney. That was my
shipment they busted up last night.

SHAW
Jesus, Walter, I --
(suddenly puzzled)
Why are you calling me??

BARRETT
It's worse than that. Somebody took my
raven.

SHAW stares at the phone in horrified disbelief.

ANGLE ON VICKI - THAT MOMENT

SHE WATCHES as SHAW climbs out of the truck -- numb, in a
daze. He signals to the WRECKING BALL OPERATOR; a WHISTLE
blows, and the great iron ball knocks a MAMMOTH HOLE in the
facade of the tenement.

SHAW doesn't even stick around to watch it. He scurries off
to his car at the end of the block. VICKI, highly intrigued,
gets it all on film...

INT. GOTHAM GLOBE - CITY ROOM - DAY

VICKI's in a huddle with the Managing Editor, SCHULTZ, showing
him her PHOTOS -- SHAW orchestrating the eviction of the
SQUATTER FAMILY.

SCHULTZ
Great stuff, but we're looking at a
shitfight with our beloved publisher. He
and Shaw...
(crossing his fingers)
Old money sticks together.

VICKI points to a photo of SHAW racing from the truck to his
car.

VICKI
I'd sure like to know what shook him up
so. He was out of there like a scared
rabbit...

Just then, a reporter -- WILK -- rushes up excitedly to
SCHULTZ's desk.

WILK
Got a blind tip from downtown. You know
that massacre on the docks? Batman.

VICKI reacts in astonishment. SCHULTZ's jaw drops -- this is
hot.

EDITOR
Whoa! Is this on the level?

WILK
Cops even got a note. "Those who feed on
the soul of Gotham will suffer my wrath!"
(grinning; to VICKI)
Sounds like your pal's cranked it up a
notch.

VICKI starts to protest, but thinks better of it.

INT. WAYNE MANOR - ENTRY HALL - EVENING

ALFRED opens the door. A BANNER HEADLINE stares him in the
face:

BATMAN IMPLICATED IN DOCK MASSACRE
Industrialist Linked to Drug Smuggling Ring

VICKI, who's holding up the afternoon paper for ALFRED's
inspection, peeks out glumly from behind the masthead.

VICKI
Seen the late edition?

ALFRED
I'm afraid so, Miss Vale. Master Bruce is
sequestered in the cave.

INT. BRUCE'S LIBRARY - A MOMENT LATER - EVENING

On their way to the Batcave, ALFRED and VICKI pass through the
library. They pause in front of the television -- which is
tuned to a PANEL SHOW, with various experts discussing the hot
issue of the day.

ENVIRONMENTALIST (on TV)
Walter Barrett's no saint. His factories
have been dumping poison into the air and
water for years. If he is mixed up with
drugs...

PUNDIT (on TV)
That's not the issue. The issue is, do we
entrust our public safety to some...masked
vigilante. Does Batman have a license to
kill?

ALFRED
(shaking his head)
Ah, the public. Dishearteningly fickle.

VICKI follows ALFRED out. We HOLD on the TV as the CAMERA
PANS OVER to the third guest on the panel, loudly demanding
air time. He's wearing a RED BERET and a BATMAN SWEATSHIRT:

MIKE SEKOWSKY (on TV)
Yo, here's the tip, man. Drug dealers are
scum. If Batman did wax these punks...SO
WHAT? They deserved it! End of
discussion.

INT. BATCAVE - A MOMENT LATER - EVENING

ALFRED and VICKI arrive; BRUCE gestures for them to keep
quiet. He's hunched over a TAPE RECORDER -- and COMMISSIONER
GORDON'S VOICE is blaring from a nearby speaker...

GORDON (O.S.; filter)
Anyone could've written that note.

INT. GORDON'S OFFICE - THAT MOMENT

GORDON's in conference with a number of CITY OFFICIALS --
blissfully unaware that anyone might be eavesdropping.

CITY OFFICIAL I
And I suppose anyone could've taken out a
boatload of armed thugs. A dozen men, Jim
-- murdered in cold blood --

GORDON
Before we forget, Batman's saved hundreds
of lives!

CITY OFFICIAL II
He's still a vigilante. We don't know who
he is, where he comes from, why he does
it...

CITY OFFICIAL I
Street punks are one thing, Jim. This is
Walter Barrett -- a personal friend of
mine!

As the conversation continues, CAMERA SLOWLY MOVES IN ON a
COMPUTER TERMINAL in the corner. We see the tiny TRADEMARK
embossed on the CPU -- "WAYNE TECHNOLOGIES."

INT. BATCAVE - THAT MOMENT - ON BRUCE

as he LISTENS through his concealed bug.

CITY OFFCIAL II
You've gotta bring him in, Jim -- at least
for questioning. It would sure help if we
could get that mask off...

BRUCE shuts the recorder off. He turns to face ALFRED and
VICKI --

BRUCE
Ladies and gentlemen...I've been framed.

CUT TO:

EXT. GOTHAM CITY - NIGHT

The BAT-SIGNAL blazing in the night sky. After a beat, the
CAMERA TILTS DOWN to a cluster of EXCITED CITIZENS, who point
and holler as the BATMOBILE streaks past.

INT. SQUAD CAR - THAT MOMENT

TWO COPS are parked in an alleyway, watching as the BATMOBILE
whizzes past on the street. The DRIVER pulls out behind it as
the second COP grabs his radio mike...

COP
One-delta-niner -- 10-80 on Riverview
north-bound at 33rd -- 10-78, repeat
10-78.

VOICE ON RADIO (filter)
10-4, one-delta-niner -- that's a 10-37,
repeat 10-37. Backup on the way.

EXT. STREET - ON BATMOBILE

BARRELING TOWARD US on the street. The SQUAD CAR gains behind
it. A SIREN HOWLS; a red-and-blue bubble begins to flash...

The BATMOBILE makes a HAIRPIN TURN -- and ACCELERATES.

OVERHEAD ANGLE - THE STREETS

As the BATMOBILE rounds the corner and picks up speed, TWO
MORE SQUAD CARS scream down the cross street, joining in the
pursuit. All at once THICK BLACK SMOKE billows from the back
of the Batmobile -- ENVELOPING the police cars, BLINDING THE
DRIVERS...

EXT. STREET - THAT MOMENT - NIGHT

TWO SQUAD CARS parked in a V-formation -- a makeshift
roadblock. ANXIOUS POLICEMEN mill about in front of them.
They move into position as the BATMOBILE, still trailing
smoke, rounds a corner and careens directly toward them...

ANGLE ON BATMOBILE - THAT MOMENT

The FRONT FENDER of the Batmobile detaches and EXTENDS itself
from the body of the car. It BENDS in the middle; WING-PANELS
flip into place, forming an arrowhead-shaped COW-CATCHER.

EXT. STREET - ON ROADBLOCK

A SHRIEKING HORN BLARES. The COPS see the Batmobile SPEEDING
UP and dive for the sidewalk. The COW-CATCHER slams into the
SOUAD CARS, pushes them effortlessly aside, and cruises
through the gap.

As the PURSUING CARS emerge from the smoke cloud and follow
the Batmobile through, we TILT UP to the roof of a nearby
building --

EXT. ROOFTOP - THAT MOMENT

-- and realize that the Batmobile's on automatic pilot,
because BATMAN's been on the roof all along -- watching the
action with some dismay.

His relationship with the Gotham PD appears to be on shaky
ground. He speaks into his voice-activated REMOTE CONTROL
UNIT:

BATMAN
Evasive.

SIRENS HOWL below as he strolls across the rooftop, lost in
thought.

CUT TO:

INT. PENTHOUSE APARTMENT - NIGHT

At this height, the SIRENS are a distant insect drone. We're
in the palatial digs of RANDALL SHAW, the construction
magnate. There's obviously money to be made in real-estate
development -- because the walls are lined with art, and the
floor-to-ceiling windows open on the most spectacular view in
Gotham.

At the moment, SHAW's posing casually in front of his new
Brancusi -- which rests on a pedestal near the windows. An
UNIDENTIFIED WOMAN in a slinky black dress LOOKS ON, her back
to the camera...

WOMAN
It's a fake.

SHAW
Hmm. It cost me a half a million dollars.
You're sure?

WOMAN
Absolutely. You see, I...happen to know
where the real one is stashed.

The WOMAN wanders out of frame as SHAW smiles, impressed. He
seems peculiarly nonchalant about the whole deal; at the
moment, art is not the first thing on his mind. CAMERA STAYS
ON HIM as he pours two glasses of red wine and circles in on
his mysterious guest.

SHAW
I guess you'd know. I have some "friends"
in the art world. They say that -- for
certain hard-to-get items -- you're the
one to call.

WOMAN (O.S.)
How flattering.

SHAW
They say for the right price...you could
steal Michelangelo off the Sistine Chapel
Wall.

WOMAN (O.S.)
Mr. Shaw. Do you believe everything you
hear?

SHAW
Oh, I'm not one to judge. I admire people
who take what they want. I'm just curious
how you do it.

SHAW hands her the wine, and for the first time we see her
face. It's SELINA KYLE, perching seductively on the arm of
the sofa...

SELINA
I find that the old methods work best.

Setting her wine down, flashing her patented Cheshire-cat
smile, SELINA moves in on him -- and they go into a deep,
passionate kiss. Her long red nails dig into his back; SHAW
drops his wine glass, which SHATTERS -- splashing red wine
across the polished parquet floor.

INT. PENTHOUSE - SHAW'S BEDROOM - NIGHT

The action's gone horizontal. SELINA, peeled down to a sheer
lace teddy, is on the bed atop SHAW -- tickling his throat
with quick, lapping kisses. She rolls off suddenly; when he
tries to sit up, she pushes him back down with a single
finger.

Sitting on the edge of the bed, she peels off her STOCKINGS,
twisting them around into tight cords. With a coy smile she
runs her finger in a circle around SHAW's hairy chest -- and
then, abruptly, knots one stocking tightly about his wrist and
ties it off on the bedpost.

SHAW
Hey, what are you doing -- ?

He tries to break her grip. She BACKHANDS him sharply across
the face.

SELINA
You're very inquisitive. You'll just have
to be disciplined.

An EDGY SMILE spreads across his face as she binds his other
hand to the bedpost. None too quick, he's just caught on that
all this is part of SELINA's kinky scene. She crosses quickly
to the bathroom --

SHAW
You know, I've...I've never really done
this kind of thing before.

-- and reemerges wearing her CATWOMAN mask...which seems
perfectly appropriate in this context.


SELINA
I think people should indulge their
fantasies. Don't you?

Now that he's all trussed up, she crosses the room and reaches
into an oversized bag. She withdraws an odd-looking chromium
BRACE, slips it on over her wrist, and hits a trigger. SIX-
INCH STEEL TALONS snick into place. SHAW's dopey smile
fades...

SHAW
Hey, what are those -- what are you --

He lets out an awful, shrill SHRIEK as the camera WHIP PANS
away from the bed to a Jackson Pollack on the wall nearby. A
SPRAY OF BLOOD spatters across it -- in an aesthetically
pleasing way -- and the SHRIEK ends in a LOW GURGLE as we

CUT TO:

INT. BUILDING LOBBY - A FEW MINUTES LATER - NIGHT

A SECURITY GUARD is working a crossword at his booth near the
entrance of the building. Behind him, a bank of MONITORS show
various empty hallways throughout the building. He reaches
for his coffee and sees a RED LIGHT flashing on a wall panel
nearby.

INT. SHAW'S PENTHOUSE - THAT MOMENT

The penthouse is THROBBING with the clangorous sound of a
BURGLAR ALARM. SELINA is standing by an OPEN WALL SAFE --
concealed behind a painting, which has been swung away on
hinges -- and she's HOLDING HER EARS, wearing a look of
complete exasperation: oh, shit. The GUARD'S VOICE crackles
over a nearby intercom:

GUARD (O.S.; filter)
Mr. Shaw? What's going on up there? --
Mr. Shaw?

Furious with herself, she reaches inside the safe and extracts
a BLACK RAVEN statuette -- identical to the one she took on
the docks. She slams the door shut and swings the picture
back into place.

EXT. STREETS - THAT MOMENT - NIGHT

SIRENS echo in the streets. SQUAD CARS make sudden turns and
streak off toward SHAW's building.

EXT. ROOFTOP - HIGH ANGLE - NIGHT

Watching the cars from his rooftop vantage, BATMAN raises an
ANTENNA mounted on his utility belt and cups one hand to his
head. An EARPIECE concealed inside his cowl gives him the
police frequency:

DISPATCHER (O.S.; filter)
-- possible 15 in progress, 188 E. 69th at
Gotham Park West. Move out. It's Randall
Shaw. Repeat, all units --

BATMAN's eyes widen. He steps to the ledge and pulls a TINY
METAL CYLINDER from his belt -- immediately recognizable as
part of BRUCE's hydraulic umbrella-gizmo.

But it's no umbrella. When BATMAN thumbs the switch, his
BLACK CAPE begins to SPREAD and RISE -- stiffening, expanding
-- INFLATING itself into a pair of RIGID BLACK BATWINGS.

He steps OFF THE LEDGE, INTO MIDAIR -- SOARING SILENTLY ACROSS
THE STREET LIKE A HUMAN HANG-GLIDER as the cop cars cruise
past far below.

INT. SHAW'S BEDROOM - NIGHT

There's an awful BANGING at the front door. SHAW lies under
the bloody sheets, hands folded, staring lifelessly up at the
ceiling. SELINA, now dressed in full Catwoman regalia, slings
a lightweight KNAPSACK over her shoulders. She picks up the
nearest chair, RAMS IT through SHAW's plate-glass window, and
clambers out onto the ledge outside.

Ten seconds later the COPS burst in. They rush to the bedroom
-- spot the shattered window, the inert gory mass on the
bed --

-- but the real shock comes when they glance over at the wall.
Painted there, in blood...is a big, red, dripping BAT.

COP
JESUS!

EXT. ROOFTOP - SHAW'S BUILDING - NIGHT

Forty stories up. The CATWOMAN, in a surefooted crouch, she
scurries along the ledge -- SPRINGS at a cornice -- and in one
lithe motion VAULTS UP onto the ROOF. She scampers across the
rooftops, dropping from one to the next with rope and tackle,
like a mountain climber --

-- until she reaches the building at the end of the block.
Here she pauses to dig in her knapsack. She pulls out a
retractable HOOK at the end of a rope, swings it around,
HEAVES IT at the rooftop across the street...

EXT. STREET BELOW - LOW ANGLE - THAT MOMENT

POLICE pile out of cars and race for the entrance, totally
oblivious to the odd scene taking place overhead -- where the
small, barely-visible figure of a WOMAN, clad entirely in
black leather, is doing a TIGHTROPE WALK across the
intersection.

EXT. ROOFTOP - A MINUTE LATER - NIGHT

The CATWOMAN bounds across snowy rooftops until she decides
she's out of danger. Then, weary and exhilarated, she drops
to her knees; bathed in moonlight, she preens, stretches,
emits eerie little purrs and hisses of pleasure. She's just
made a kill and her blood is running high, so she's stopped
for a moment of Quality Time.

She hears an odd crunching noise two roofs over. Her whole
body tenses and -- though her head doesn't move -- her eyes
dart left.

A CAPED SHADOW has just touched down at the end of a line.
The gold BAT-EMBLEM on his chest is visible for the briefest
of seconds before he steps back into the shadows. She acts
like she hasn't noticed...

...but a little smile flickers across her lips just the same.

TIGHT ON BATMAN - THAT MOMENT

His eyes widen -- his LIPS PART as he watches her. If it's
possible to see absolute consternation behind that mask, we're
seeing it now.

HIS POV - ON CATWOMAN - THAT MOMENT

She still doesn't let on that she's seen him. Instead, she
goes to the ledge of the roof and begins to STRUT, like a
gymnast on the balance beam -- POSING for him in a little
private show -- a strange, self-infatuated, AUTOEROTIC DANCE
ROUTINE for BATMAN's benefit.

EXT. ROOFTOP - THAT MOMENT

His jaw is down around his knees. Whoa. He edges forward
slightly, as if hypnotically drawn to her...

She hears a noise. Stops. Makes a big show of looking left
and right. Somehow afraid she'll see him watching, BATMAN
jumps back into the shadows. She gathers her things; a small
WHITE CARD flutters from her knapsack to the snowy roof, and
she VANISHES over the edge.

Snapping back to reality, he bolts across the roof just in
time to see --

EXT. SIDE OF BUILDING - ON CATWOMAN - THAT MOMENT - NIGHT

She's rapidly working her way down the side of the building,
flipping down from one fire escape to tile next -- a master
gymnast. Three stories up, she lands on a railing, then STOPS
-- LAUNCHING HERSELF out over the street, making a perfect
landing on the roof of a passing BUS.

EXT. ROOFTOP - ON BATMAN - THAT MOMENT - NIGHT

BATMAN turns -- and his eyes fall on the WHITE CARD. He
kneels to pick it up; a brief three-word MESSAGE is scrawled
upon it...

LOOKING FOR LOVE?

He goes goggle-eyed with astonishment. He rushes back to the
edge of the roof and sees the BUS just turning toward the
entrance to Gotham Park. He's reaching for his grappling-gun,
figuring to follow, when a FLOODLIGHT catches him full in the
face.

EXT. STREETS BELOW - THAT MOMENT - NIGHT

Down below, the cops are sweeping their beams across the
rooftops. Two of them catch a quick glimpse of BATMAN just as
he ducks back behind the cornice, out of view.

COP
Hey. You see what I saw...?

This sends the astounded COPS rushing to their radios. Right
on cue, COMMISSIONER GORDON's car pulls up. LT. BULLOCK,
who's already on the scene, fills him in as he climbs out.

BULLOCK
It's Randall Shaw. Torn to ribbons. --
We just made Batman up on the roof.

GORDON
Oh God.

EXT. GOTHAM PARK - THAT MOMENT - NIGHT

The BUS rumbles deeper into the snowy park. A BLACK
SILHOUETTE springs off the roof into the trees, disappearing
among the branches...

We TRACK WITH the bus as it moves through the park, arriving
finally at:

EXT. CLEARING IN PARK - SHANTYTOWN - NIGHT

The little colony of HOMELESS PEOPLE in their cardboard shacks
and lean-tos, still occupying the future site of the Park
Towers. MARCHERS and PICKETERS are continuing their protest
nearby, and some charitable organization's set up a makeshift
soup kitchen on folding tables -- hot coffee and sandwiches.

VICKI's on the periphery of the camp, camera in hand. She's
trying to persuade a HOMELESS MAN to let his picture be taken.

VICKI
Please, just one. It's important for
people to see what's happening.

HOMELESS MAN
They don't want to see us, lady. They
just want us gone -- out of sight, and out
of mind.
(mumbling as he wanders off)
Get worse before it gets better. It
always does.

VICKI TURNS. In the distance, the PICKETERS are shrieking and
wailing. A VAN's just pulled up to the edge of the park, and
a dozen HARDHATS are elbowing their way through the crowd.
All at once they're swarming through shantytown with TIRE
IRONS and BASEBALL BATS, overturning the sandwich tables,
RIPPING DOWN the shabby tents and lean-tos.

Some of the HOMELESS PEOPLE run. Those who resist meet with
swift and sudden violence. A MARCHER jumps a hardhat, and
gets a baseball bat in the gut for his trouble.

VICKI waits for the police sirens, but they don't come. She
backs off toward the trees, she begins SNAPPING PHOTOS
FRANTICALLY, capturing the carnage on film.

A HARDHAT is dismantling a lean-to with his tire iron --
sending the terrified family inside scurrying off into the
snow -- when he glances up and sees VICKI taking his picture.
He points her out to a colleague...

...and suddenly the two of them are RUSHING TOWARD HER with
pure cold malice in their eyes. VICKI turns to run, but it's
slow going in the snow. She SLIPS and FALLS; her attackers
are almost upon her...

...when a SHADOWY FIGURE DIVES OUT OF THE TREES and TACKLES
one of the HARDHATS. The FIGURE lands a powerhouse blow to
the fallen HARDHATs jaw, knocking him out cold.

The second HARDHAT turns and lifts his TIRE IRON. But the
FIGURE, with surprising agility, is already rolling out of the
way. As he rolls, he grabs the first guy's HARDHAT off his
head and brings it up in front of him -- blocking the blow
from the second guy's tire iron.

In the same motion, he plants a FOOT in the second HARDHAT's
belly and sends him REELING BACKWARD, HARDHAT II drops the
tire iron, and the FIGURE snatches it out of midair as he gets
to his feet. He moves in on the second HARDHAT, BRANDISHING
the iron --

-- and while HARDHAT II is staring at it, the FIGURE HIGH-
KICKS HIM in the face. HOP; KICK. HOP; KICK. The FIGURE has
nailed him three times squarely on the jaw before he can hit
the ground.

The FIGURE turns toward VICKI. Her eyes go wide with
astonishment.

It's a KID, thirteen or fourteen at the outside, sunken-eyed,
grimy-looking, in a torn-and-tattered RAINCOAT. She stares at
him for the briefest of instants before he rushes off to the
aid of his fellow homeless...

She can't believe what she's seeing. The KID wades smack into
the midst of the remaining HARDHATS, and kicks ass --
spinning, pirouetting, kicking, clawing in a furious display
of pure athleticism. It seems like he's everywhere at once.
There's only one other guy in Gotham City who can handle
himself like this...

Rallying behind him, the MARCHERS and HOMELESS PEOPLE snatch
bats and tire irons from the fallen HARDHATS -- and the tide
turns. The invasion is being repelled. Faced with renewed
resistance, the few HARDHATS still left standing TURN TAIL and
race off to their VAN.

Triumph in shantytown. The MARCHERS and HOMELESS cluster
together to lick their wounds -- and the KID, satisfied that
everything is under control, turns and sprints off toward the
trees.

But one prostrate HARDHAT is only playing dead. As the KID
runs past, the HARDHAT extends a TIRE IRON into his path --
TRIPPING HIM, sending him sprawling in the snow. The KID
throws up his hands as the HARDHAT prepares to smash down at
him...

CLANG. The HARDHAT drops his tire iron and topples over,
BOARDLIKE. The KID looks up and sees VICKI standing there
with a baseball bat.

He gives her a quick nod of acknowledgement as he gets to his
feet -- thanks for returning the favor. He's about to light
out again when --

VICKI
WAIT! Don't be afraid. I wanted to thank
you. I --

KID
(cautiously)
Twenty.

VICKI
What?

KID
Twenty bucks.

VICKI's mildly taken aback, but she reaches for her purse just
the same. She's barely gotten her wallet open when the KID
snatches the bill out of her hands. They stare at each other
for a long moment --

VICKI
...Who are you?

KID
Dick.

-- and then he's bounding off like a shot. VAULTING up into a
tree and vanishing amid the snowy branches. VICKI starts to
follow, but there's no way she can keep up. Instead she digs
into her CAMERA BAG...

HER POV - THROUGH TELEPHOTO LENS

Using the long lens, she tracks the KID's progress through the
treetops. She can't actually see him, but occasional chunks
of SNOW and ICE are falling to the ground as he jumps from
limb to limb...

For a moment it seems like she's lost him. As she sweeps the
lens back and forth, scanning the trees, she catches sight of
an EQUESTRIAN STATUE in the distance. She ups the
magnification so she can see the plaque on the pedestal. The
stone figure on the horse is Union war hero GEN. OLIVER WAYNE
-- BRUCE's great-grandfather.

As luck would have it, the KID drops to earth not ten feet
from the statue -- VICKI's got him in her sights again. He
looks around cautiously to make sure no one's following, then
races toward a STONE BRIDGE which arches between two small
hillocks, over a frozen creek.

There's a DRAINAGE TUNNEL, four or five feet in diameter,
mounted in the bridge abutment, the KID pries off a wire grate
and clambers inside, then pulls the grate back into place
behind him. Home sweet home.

EXT. PARK - ON VICKI - NIGHT

as she lowers the lens. Her face is full of conflicting
emotions. She'd love to corner this boy vigilante and find
out what his story is. But on the other hand -- even the
homeless are entitled to their privacy...

CUT TO:

INT. PENGUIN'S AVIARY - NIGHT

A CANARY sings in its cage as a BLACK CAT watches transfixed
from a nearby chair. The cat arches its back -- waits -- and
SPRINGS AT THE CAGE, BATTING at it in midair. The canary
SHRIEKS; the cat YOWLS; a WOMAN snatches it up off the floor,
cradles it in her arms...

WOMAN'S VOICE
Now Hecate. You don't want that scrawny
little bird --

It's SELINA, looking ripe and slinky in a sheer black
ensemble. At the desk behind her is the PENGUIN, in his
customary cutaway and waist-coat, polishing his new RAVEN. He
bares his teeth:

PENGUIN
Do you want me to wring that creature's
neck?

SELINA
You try it, I'll do the same to you.
(as he grumbles; bemused)
I saw him, you know.

PENGUIN
Saw who?

SELINA
Batman. He was dreamy.

She strokes the cat, in a reverie. The PENGUIN drops his
polishing cloth, startled.

PENGUIN
Dreamy?!? Are you insane!? My God --
(sputtering wildly)
Are you sure it was him? What did he do?

SELINA
He stood on a roof and watched me. He
didn't realize I'd seen him. I don't
think he knew quite what to make of me.
(smiling)
But he was definitely interested.

This sends the PENGUIN into a frantic round of pacing. (Or
waddling.)

PENGUIN
This scheme of yours is backfiring. We
don't need him on our tails. Do you know
how much money is at stake here?

SELINA
Money isn't everything.
(casually)
What's the point if we can't enjoy
ourselves?

She chuckles to herself. He stares at her in disbelief -- and
SQUAWKS.

CUT TO:

EXT. GOTHAM SQUARE - MORNING

The big SIGN over Gotham Square tells us there are only 9
shopping days left until Christmas. Down below, BRUCE is
walking VICKI to work.

VICKI
Six-on-one, and he took 'em all out...then
vanished into a drainage pipe -- right
next to the statue of General Wayne.

BRUCE
My illustrious great-grandfather. Think
it's the same kid we heard about?

VICKI
Must be. He reminded me of you.

BRUCE chuckles. They pass a NEWSSTAND just outside the Globe
building, pausing to stare at the headlines -- which SCREAM:

NEW BAT-MURDER?
Batman Suspect in Slaying of Millionaire Developer
Commissioner Gordon Refuses Comment

The accompanying photo is a full-color spread of the BLOODY
RED BAT painted on SHAW's wall. BRUCE scowls at VICKI:

BRUCE
-- You work for this rag?
(snatching up a paper)
Your boss is calling for Gordon's
resignation -- unless he brings Batman in
for questioning...

VICKI nudges BRUCE and points at a STOREFRONT across the
street.

THEIR POV - SOUVENIR SHOP

The owner is in the store window, hastily removing all of his
Batman merchandise and setting up new displays devoted to
TEENAGE MUTANT NINJA TURTLES and THE SIMPSONS. A MOTHER drags
her squirming TODDLER past the entrance -- the kid smells
heavy markdowns on Bat-shit, but Mom clearly doesn't
approve...

BACK TO SCENE - ON BRUCE AND VICKI

looking on in dismay. BRUCE crumples the paper in outrage:

BRUCE
I need a good PR man.

NEWS VENDOR
Hey, pal -- you buyin' or borrowin'?

With a sullen look, BRUCE tosses the paper back on the rack.
VICKI pulls him off toward the entrance of the Globe.

VICKI
That's what happens when you go after the
rich and powerful.

BRUCE
Hey, it wasn't me, remember? I am rich
and powerful --

As he's talking, BRUCE glances back at the newsstand. He sees
an AD FLYER tacked up on one side -- "LOOKING FOR LOVE? Find
it in the GOTHAM GLOBE PERSONALS."

Looking for Love. Eyes widening, he digs in his pocket for a
quarter and races back to the newsstand. VICKI keeps
walking...

VICKI
Maybe it's almost...good. In a weird way.
I mean, Shaw, and Barrett -- if people
like that were really scared, maybe
they'd --

She suddenly realizes she's talking to herself. She turns
around and sees BRUCE back at the newsstand, hurriedly
unfolding a copy of the Globe. She marches back and tugs at
his sleeve.

VICKI (cont.)
Hey, I'm late for work. You can read that
later.

BRUCE
Quiet. I'm looking for a personal ad.

Her face screws up in confusion as BRUCE frantically scans the
page.

BRUCE (cont.)
"Tall, Dark And Handsome -- You saw me on
the roof 12/16. I was in black; you were
too."

VICKI
Is this some kind of bad joke?

BRUCE
It's her. That cat woman, or whatever she
is.
(reading aloud)
"I jumped a bus into Gotham Park hoping
you'd follow, but you were too shy..."

VICKI
What does she want -- a date?

BRUCE
She's trying to contact me. Says she's
gonna leave me another ad...

The two of them exchange a look of utter perplexity. BRUCE's
mind is racing; he seems bizarrely aroused -- in a way that
makes VICKI just a trifle nervous...

INT. GOTHAM GLOBE - CITY ROOM - DAY

VICKI arrives at her desk and sets her portfolio down. She
spots a message in the "in" file. She takes one look at it,
and her eyes go wide with RAGE. She storms out in a fury...

INT. PUBLISHER'S OFFICE - A MINUTE LATER - DAY

Barging past a phalanx of SECRETARIES, VICKI bursts into the
inner office of HARRISON J. PROVOST, publisher of the Globe.
He's just opening his mail. He heaves a weary sigh as VICKI
BARKS at him:

VICKI
WHY DID YOU KILL MY STORY?

PROVOST
Close the door.
(waiting for her to calm down)
Your story isn't news. With Shaw dead --

VICKI
But the project's still going ahead! If
attacking homeless people in the park
isn't news, I'd like to know what is --

PROVOST
There's a psycho out there in a mask and
cape -- killing off Gotham's most
prominent citizens! That's news.
(beat)
I've known Randall Shaw all my life. His
family is in mourning. And it just so
happens I don't believe in slandering the
dead.

VICKI FUMES. She turns and stares PROVOST straight in the
eye.

VICKI
Mr. Provost -- how much money do you have
tied up in the Park Tower project?

PROVOST
Vicki...I'm going to forget you made that
remark. For the sake of your job, I
suggest you do the same.

VICKI stalks of -- and PROVOST goes back to his mail. He
finds an envelope addressed in a shaky, psychotic scrawl, with
the word "CONFIDENTIAL" underlined three times in ink. He
tears it open --

-- and HIS FACE TURNS PALE as he stares down at the contents:
a small business-sized card, signed with a BAT-EMBLEM...

THOSE WHO FEED ON THE SOUL OF GOTHAM
WILL SUFFER MY WRATH

CUT TO:

EXT. GOTHAM HALL OF JUSTICE - DAY

WALTER BARRETT and his ATTORNEY emerge onto the front steps of
the courthouse. BARRETT is instantly mobbed by REPORTERS.

REPORTER I
Mr. Barrett! Any comment on the
arraignment?

REPORTER II
Is it true bail was set at two million
dollars?

ATTORNEY
Stand back! My client has nothing to say
at this time!

The ATTORNEY clears a path for BARRETT, who climbs into a
waiting CAR, shielding his face. REPORTERS cluster around
it...

As the car pulls out into traffic, we see a flock of PIGEONS
taking wing from their perches on the statues outside the Hall
of Justice.

OVERHEAD SHOT - ON BARRETT'S CAR

PIGEONS fill the frame, swooping down toward the CAR, which is
idling at a traffic light far below.

INT. BARRETT'S CAR - THAT MOMENT

The liveried DRIVER drums his fingers as he waits for the
light to change. BARRETT's in the back, speaking into his
cellular phone.

BARRETT
It's time we called an emergency meeting
of the Raven Society. Get back to me...

Looking troubled, he hangs up. A fat white glob of PIGEON
SHIT splatters across the windshield. Seconds later --
another SPLAT.

BARRETT (cont.)
Damn pigeons.

DRIVER
Just washed it, too.

The DRIVER reaches for the wiper switch. They hear a tiny
DINK as a SOLID PELLET bounces off the windshield.

BARRETT and the DRIVER exchange a mystified look. A small,
blinking CAPSULE has just lodged in the wiper-blade
assembly...

OVERHEAD SHOT - ON BARRETT'S CAR

Just as the light changes, the CAR EXPLODES into a million
fragments -- leaving a BLACKENED CRATER in the middle of the
intersection.

CUT TO:

INT. BATCAVE - DAY

TIGHT ON A VIDEO MONITOR -- showing FIRE TRUCKS in the
intersection we've just left, hosing down the wreckage of
BARRETT's car. BRUCE is watching intently when ALFRED appears
behind him.

ALFRED
The Fluegelheim called again, sir. They
want to know if you'll be attending the
opening of the new Egyptian exhibit.

BRUCE, still engrossed in his news broadcast, waves ALFRED
off.

BRUCE
Cancel.

ANCHORWOMAN (on TV)
-- and, citing new evidence in the so-
called string of "millionaire murders,"
Police Commissioner J.T. Gordon today
swore out a warrant for the arrest of
Batman.
(beat)
We go now live to Mike Sekowsky,
spokesperson, Order of the Bat.

SEKOWSKY
Jeez! Talk about gratitude -- !!

At the sight of SEKOWSKY's face, BRUCE kills the sound in
disgust. ALFRED looks on helplessly as he paces the floor of
the Batcave.

BRUCE
Well, Alfred, it's official. I'm a wanted
man.
(beat)
"New evidence"...I've gotta find that
woman. Did you check the personals?

As ALFRED shakes his head no, a BUZZER sounds. They've got a
visitor. BRUCE hits a switch on a monitor, and sees
COMMISSIONER GORDON'S CAR sitting outside the wrought-iron
gates of Wayne Manor.

He throws a nervous look at ALFRED. ALFRED speaks into a
microphone:

ALFRED
Who's there?

GORDON
Jim Gordon, Alfred. I've got to see
Bruce.

A spooky development. Does GORDON suspect? After a moment's
hesitation, BRUCE nods to ALFRED -- let him in.

ALFRED
Mr. Wayne will see you, sir.

INT. BRUCE'S LIBRARY - A MOMENT LATER

A curious BRUCE ushers GORDON into the library, gestures
toward the liquor cabinet. The Commissioner nods his head no.
He's fidgety, ill at ease -- he obviously doesn't want to be
here.

GORDON
Sorry to bother you. Bruce -- I'll get
right down to it. You knew Shaw and
Barrett --

BRUCE
I saw them occasionally. We all sat on
the board of the Fluegelheim...

GORDON
Did you have any...dealings with them,
or --

BRUCE
No. I never liked the way they did
business.

GORDON
The thing is, Bruce, you're all lumped
together in the public mind -- the Five
Families of Gotham, that sort of thing --
and, uh...
(taking a card from his pocket)
Harrison Provost got this in the mail.

BRUCE examines the card, -- "THOSE WHO FEED," etc. He stares
at GORDON in mock-concern, playing it close to the vest...

BRUCE
Then Batman is behind all this.

GORDON
Batman or a damned good imitation.

BRUCE
Well. He's changed tactics, hasn't he.

GORDON
(shrugging; at a loss)
Shaw, with his high-rises -- Barrett, a
druglord, major polluter -- they weren't
exactly model citizens. Who knows, it
could be some crazy social-conscience kind
of thing.

BRUCE
You mean he's going after...the root of
the problem.

GORDON shakes his head and gets up to go. BRUCE hands him the
card.

GORDON
Let me know if you get one of these.
We'll put all our resources at your
disposal.

BRUCE nods thoughtfully as ALFRED appears to see the
Commissioner out. A moment later, the butler reappears.

BRUCE
Changed my mind, Alfred. I'll be dropping
in on the Fluegelheim after all.

CUT TO:

INT. FLUEGELHEIM MUSEUM - NIGHT

It's a party to celebrate the opening of the new Egyptian
exhibit, and the Fluegelheim is hopping. BOARD MEMBERS,
MUSEUM PATRONS, and SOCIALITES mill about in dinner jackets
and evening gowns, making small talk. AN OPEN SARCOPHAGUS has
been set up as a wet bar.

On a raised concrete platform in the center of the hall,
rimmed by a decorative moat, sits an ancient Egyptian SHRINE.
The TEMPLE OF BASTET has been moved to Gotham and
reconstructed in the Fluegelheim --sandstone walls, fountains,
statuary and all.

Guarding the entrance is a stately bronze statue of the
goddess BASTET -- who has the body of a woman and the head of
a pointy-eared CAT. She holds an aegis and a sistrum; four
tiny KITTENS romp at her feet. BRUCE, who's just arrived, is
taking an intense interest in the cat-goddess...

VICKI
What is it?

BRUCE
I just had a weird sense of deja vu.

He glances over by the sarcophagus and sees PROVOST, the
publisher, huddle with ELIOT TIPTREE III, transit magnate --
the remaining member of Gotham's "Five Families." The two of
them are engaged in some urgent conversation which he can't
quite make out...

TIPTREE
Harrison -- we really ought to warn Bruce.
We owe him that much.

BRUCE detaches himself from VICKI and strolls toward them.
PROVOST and TIPTREE force smiles and wave, affecting an air of
nonchalance.

PROVOST (cont.)
The man's a space cadet. Let him look out
for himself.
(as BRUCE arrives; cheerfully)
Why, Bruce! What a delightful surprise.

BRUCE
Good to see you two. Looks like the Five
Families are suddenly down to three.
(looking around)
In fact, if somebody dropped a bomb on
this room right now --

TIPTREE chuckles nervously. PROVOST is even less amused.

PROVOST
Is that your idea of a joke, Bruce?

BRUCE
Not at all. Commissioner Gordon seems to
think we should all be hiring bodyguards.

TIPTREE PROVOST
Oh, that's absurd. I already have.

The two of them glower at each other. It's like an outtake
from The Newlywed Game. BRUCE shrugs it off and makes a
vacuous face:

BRUCE
Thing is, I can't imagine why Batman would
be after us. Can you?

PROVOST and TIPTREE are about to go into another round of
hemming-and-hawing when a NEW FACE joins the party. It's
SELINA KYLE -- stunning as ever in an extravagantly revealing
dress slit up to the armpits. She's holding two glasses of
CHAMPAGNE...

SELINA
You two look like you need a drink. --
And is this who I think it is?

She flashes BRUCE her most winning, seductive, heavy-artillery
SMILE. He BLINKS, temporarily speechless.

PROVOST
Selina Kyle -- Bruce Wayne.

SELINA
Our absentee board member! I've been
wanting to meet you forever.

TIPTREE
Selina's the new Curator of Antiquities.
She brought the Temple over block by
block --

SELINA
You two won't be terribly upset if I
borrow Bruce for a moment, will you?

Before he can protest, she's linked an arm around his and
dragged him off. A nearby FAT MAN spots SELINA, wiggles his
eyebrows and WAVES BRIGHTLY. His tongue is practically
hanging out -- he's just dying to write her a check. SELINA
SIGHS WEARILY to BRUCE:

SELINA (cont.)
Major contributor. -- I always seem to
wind up in charge of fund-raising...

BRUCE
I can't imagine why.

SELINA
Tax year's almost over, you know. I hope
we can count on your usual generous
donation.
(indicating PROVOST and TIPTREE)
Someone's got to set an example for those
two tightwads.

BRUCE
They're proccupied. This string of
murders --

SELINA
I asked them if they'd consider including
us in their wills.
(chuckling to herself)
They didn't seem a bit amused...

ANGLE ON VICKI - THAT MOMENT

She's making small talk with a bunch of STUFFED SHIRTS and
their overdressed WIVES. She glances across the room at the
statue of Bastet, sees SELINA draped all over BRUCE. A frown
crosses her face...

ANGLE ON BRUCE AND SELINA - THAT MOMENT

She's still clinging to his arm as they stare up at the
statue.

SELINA
-- and this is my good friend Bastet, the
Egyptian Cat Goddess.

BRUCE
I think we've already met. -- This is
quite an expedition you've put together.

SELINA
I'm glad you think so. I have to say,
Bruce -- you're not at all what I
expected.

BRUCE
Sorry to disappoint you.

SELINA
Oh, it's not that. Not at all. It's just
that I'd always heard you were...

BRUCE
What?

SELINA
(coyly)
Oh...sort of a...

BRUCE
(smiling; fascinated)
No. Come on. What?

BRUCE's state of mounting infatuation is abruptly shattered
when VICKI sidles up alongside him and -- territorially --
takes his other arm. The women exchange big, toothy, plastic
smiles; stranded in the middle, BRUCE realizes they're waiting
for him to introduce them.

BRUCE
Oh. Selina Kyle -- my friend Vicki Vale.

SELINA
The photographer. I've seen your pictures
in the Gazette.

VICKI
The Globe.

SELINA
Oh, that's right. The tabloid one. --
What an original dress!

VICKI, still smiling, cocks an eyebrow at BRUCE. He senses
trouble coming and tries to head it off at the pass.

BRUCE
Selina supervised the reconstruction of
the temple. Brought it back from Egypt...
stone by stone.

VICKI
Really. She must be awfully tired.
(to SELINA)
How'd you get to be in charge of a huge
project like this?

SELINA
It was easy. I slept with the Pharoah.

She laughs at her own joke. VICKI responds with a dry little
chuckle of her own. SELINA gives BRUCE a SHARP YANK on the
sleeve.

SELINA (cont.)
Excuse us, won't you, sweetheart? We have
some boring museum business to talk about.

VICKI fumes. BRUCE shrugs apologetically as SELINA drags him
off out of earshot.

SELINA (cont.)
I. Short leash.

BRUCE
Pull in the claws, okay? She's really
terrific.

SELINA
I'm sorry, Bruce. Sometimes I get a
little...aggressive, you know?
(handing him a card)
Look, I need to talk to you. Come by
sometime. I'll give you the private tour.

BRUCE
Wait. Let me explain about Vicki --

SELINA
(shushing him)
I understand. Anyone who's that
protective must have a pretty good reason
for it.

She shoots him one last smile -- sly, conspiratorial,
unmistakably juicy. Then she's off in pursuit of another
major funder. BRUCE is thoughtfully turning the card over in
his hands when VICKI rejoins him.

VICKI
How's "business"?

BRUCE
Relax, okay? I like you better.

He scans the room, trying to find PROVOST and TIPTREE. No
luck.

VICKI
If you're looking for your fellow
millionaires, they left some time back.

CUT TO:

INT. ROOFTOP - NIGHT

The roof of the Gotham Globe. A STARLING circles overhead for
a moment -- then DIVES down an exposed VENTILATION SHAFT.

INT. GOTHAM GLOBE - THAT MOMENT

TWO ARMED BODYGUARDS are standing watch outside an office.
Brass letters on the door read "J. HARRISON PROVOST,
PUBLISHER."

INT. PROVOST'S OFFICE - THAT MOMENT

PROVOST, agitated, working late. He speaks, sotto voce, into
the phone:

PROVOST
Don't worry about that. I've had the
office swept for bugs. No one's
listening...

INT. TIPTREE'S LIBRARY - THAT MOMENT - NIGHT

TIPTREE in his paneled study at home. There's an open bottle
on the table and he's been hitting the sauce -- hard. His
VOICE QUAVERS:

TIPTREE
It's just so -- unfair. I mean...it was
over a century ago. It's not like we're
responsible.
(hollow-eyed)
How could he know? How could Batman know
about the Raven Society??

INT. OFFICE - ON PROVOST - THAT MOMENT

PROVOST
Who knows and who cares. The point is,
it's happened...

He hears a CHIRP and looks up. It seems to be coming from a
HEATING VENT on the wall. But then it stops, so he resumes
his conversation --

PROVOST (cont.)
I'm clearing out of the country, and I'm
taking the raven with me. I suggest you
do the same.

INT. HEATING VENT - THAT MOMENT

In the metal shaft on the other side of the grate is a tiny
BIRD -- the same one we saw flying down the air shaft. Now
that we've got a close-up view, we can see the thin BATTERY
PACK wired to its underbelly...and the MINIATURE MICROPHONE
taped to its leg.

PROVOST (O.S.)
I'll tell you how to reach me. And don't
repeat this to anyone.

CUT TO:

INT. PENGUIN'S LAIR - DAY

The PENGUIN stands over his indoor penguin pool. He's wearing
rubber gloves, feeding LIVE FISH from an ice chest to his
arctic birds. The vents in the windows are open, and the
climate in the room is downright icy as SELINA's wrapped in
fur, stroking her pet cat:

SELINA
He's just another rich idiot.
(chuckling to herself)
The odd thing is, he didn't seem a bit
concerned.

PENGUIN
Then he is an idiot.

SELINA
He lives in some big sprawling manor.
I'll have to get inside, scope it out...
see where he's got the raven stashed.

PENGUIN
How do you plan to do that?

SELINA
How do you think!

A feline smile from SELINA. The PENGUIN chuckles to himself,
lobs a FISH out over the pool. A swooping GULL snatches it
out of the air before it hits the water. FRICK arrives in the
doorway.

FRICK
It's Mr. Provost, sir. He's planning to
embark on an unscheduled Christmas
vacation.

PENGUIN
Good! That should save us a trip to the
bank.

CUT TO:

INT. FLUEGELHEIM - BACK ROOM - DAY

A huge open room cluttered with all kinds of junk:
archaeologist's tools, restoration equipment, etc., plus a
healthy assortment of curios and oddities from all over. This
is SELINA's private domain. CAMERA TRACKS past a glass case
full of ugly, withered, turdlike specimens...

BRUCE
What have we got here?

SELINA
Mummified cats. Bastet's sacred animal.
They were buried by the thousands at
Bubastis. -- Oh, careful!

BRUCE FREEZES with his hand poised over a set of four earthen
JARS. Each has a lid carved in the shape of a HEAD: ape,
jackal, man, falcon.

SELINA (cont.)
Canopic jars. In the process of
mummification, the internal organs were
buried separately.
(pointing to each jar in turn)
Lungs -- stomach -- liver -- intestine --

BRUCE withdraws his hand with a bemused shudder.

BRUCE
You're in a gruesome line of work.

SELINA
Keeps me interested. And that's not easy
to do...

BRUCE's attention turns to a crumbling statuette of an odd
beast: a WINGED LION with the head of a FALCON.

BRUCE
This one I know. It's a gryphon, right?

SELINA
Very good. A mythical demon, half-bird,
half-lion...sweeping down from the sky to
deliver retribution and justice.

BRUCE nods. He can dig it. He regards the gryphon for a long
moment and CHUCKLES.

BRUCE
Poor guy. Birds and cats -- you wouldn't
think the two halves would cooperate.

SELINA
Only under certain circumstances.
(beat)
I'm really glad you came, Bruce. I was
afraid I'd given you the wrong impression.
Or maybe it was the right impression.

BRUCE
What was it you wanted to talk to me
about?

SELINA
Your collection. I'd love to see it. I
mean, everyone says you've got a
fabulous --

She breaks off in midstream and chuckles to herself. She toys
demurely with her equipment. She looks up at BRUCE and
switches tactics -- going for the direct approach. BRUCE
braces himself...

SELINA (cont.)
Mainly I just wanted an excuse to see you
again. Does she know you're here --
Vicki?

BRUCE
(shrugging)
No.

SELINA
It must be strange. Having all that
power, and money -- never really knowing
if that's what people are attracted to.

BRUCE
What are you attracted to?

SELINA
I think you're a little bit nuts.
(beat)
I think you're a little -- bored with your
life. Having everything you want. No
variety, no...danger. And every once in a
while you need to take a risk. Shake it
all up.

BRUCE
How?

SELINA
Maybe by...coming here today.

She leans back against a crate, moistens her lips. She's
letting him have it with both barrels.

SELINA (cont.)
That's one thing I can give you, Bruce --
danger -- a little something you can't get
at home.

BRUCE hesitates -- but the lure is irresistible. He moves
forward slowly; SELINA's eyes close; their lips draw slowly
closer...

...and he SNEEZES IN HER FACE. She backs off in shock as he
covers his face. His eyes are watering and he's WHEEZING.
She rushes over --

SELINA
Are you okay?

BRUCE
Is there a cat in here?

Right on cue, SELINA's black cat HECATE lets out a loud MEOW
-- and STRETCHES against BRUCE's pants leg. He brushes the
animal aside and it LEAPS into SELINA's arms. BRUCE sniffles
uncontrollably.

BRUCE (cont.)
Get it away!

She drops the cat, which scampers off. BRUCE rubs his eyes.

SELINA
Poor thing. You're allergic!

BRUCE
Yeah, cats...ever since I was a kid...
(snorting and weeping)
Look, I'd better get some fresh air.
Maybe another time, okay...

He heads for the door before SELINA can stop him. He's gone,
but she knows she's left a dent in his armor. She smiles in
bemusement as HECATE jumps into her arms and PURRS.

EXT. FLUEGELHEIM - A MOMENT LATER - DAY

BRUCE stumbles out the museum feeling mildly discombobulated.
He marches down the front steps past a NEWSSTAND -- where he
stops to buy a copy of the afternoon GLOBE.

He opens it to the PERSONAL ADS and finds what he's been
waiting for:

TALL, DARK, AND HANDSOME -- Christmas is coming.
Why don't we trim the tree together?

This puzzles him for a moment -- until he looks up the street.
In the distance, at the very center of Gotham Square, WORKMEN
are stringing lights around an enormous CHRISTMAS TREE, almost
fifty feet tall.

The LIGHTING CEREMONY is an annual event in Gotham. BRUCE
smiles slightly, tucks the paper under one arm and walks to
his car.

DISSOLVE TO:

EXT. GOTHAM SQUARE - NIGHT

SNOW falls on a huge CROWD gathered around the big tree. The
tree won't be lit for another twenty minutes or so, and so the
ONLOOKERS are singing CHRISTMAS CAROLS from printed lyric
sheets.

A BAND is playing on a makeshift ORCHESTRA PLATFORM erected in
front of the tree, leading the crowd in a spirited rendition
of "God Rest Ye Merry, Gentlemen." The Square is rocking with
good will toward men. When they get to the part about saving
us all from Satan's power --

EXT. ROOFTOP OVERLOOKING SQUARE - THAT MOMENT - NIGHT

-- the CAMERA TILTS UPWARD to BATMAN, watching the action from
his usual gargoyle's perch. He's scanning the streets and the
rooftops, waiting tor the CATWOMAN to make her move --
whatever it is.

He glances at the building directly across the square from
him. On the roof is a neon sign reading Gotham City Globe in
ornate old-English letters -- and above that, a ROTATING METAL
SCULPTURE of the world turning. His eyes rove downward along
the facade of the building...

EXT. GOTHAM GLOBE - THAT MOMENT

At street level, an ARMORED CAR has pulled up in front of the
Globe offices. THREE SECURITY GUARDS with rifles climb out of
the ARMORED CAR, followed by a FOURTH -- who has an OBLONG BOX
handcuffed to his wrist. Of course, we can't see what's
inside, but to those of us in the know the box looks just
about the right size for a RAVEN STATUETTE.

The GUARDS scan the street and enter the building without
incident. As they do, a NEWSPAPER DELIVERY VAN crosses the
frame; mounted on its side is an ADVERTISING PLACARD which
reads:

BATMAN: HERO OR MENACE?
Read All About It in the GOTHAM GLOBE!

EXT. ROOFTOP - ON BATMAN

He watches with some curiosity. An armored car: is this some
part of the CATWOMAN's scheme? But no...the GUARDS are safely
inside the building, and the CAR is leaving. He settles back
to wait.

INT. NEWSPAPER DELIVERY VAN - THAT MOMENT

The innocuous-looking VAN rounds the corner of the Globe
building. FRICK is at the wheel, FRACK is riding shotgun, and
the PENGUIN is between them, peering out eagerly through the
windshield.

They turn into the Globe's BASEMENT GARAGE -- where dozens of
similar vans are parked at the LOADING BAYS. Just part of the
fleet...

INT. PROVOST'S OFFICE - A MOMENT LATER

The quartet of SECURITY GUARDS arrive at PROVOST's office.
The publisher has already packed his suitcases for a speedy
getaway. The LEAD GUARD -- the one cuffed to the RAVEN BOX --
sets his precious cargo on a desk and stands discreetly at
arm's length while PROVOST unlocks it and checks its contents.

Satisfied, he slams it shut. He reaches into his top drawer
for an ENVELOPE, which he hands to his PERSONAL SECRETARY.

PROVOST
Open this in an hour. Phone my wife and
tell her where to meet me.
(to the GUARDS; edgily)
No trouble on the way, I take it?

LEAD GUARD
No sir, Mr. Provost. We came straight
from the bank vault.

GUARD II
'Copter should be just touching down.
We'll have you safely out of here in no
time.

EXT. ROOFTOP - ON BATMAN

"Here Comes Santa Claus" echoes up from the streets. BATMAN
watches as a COPTER descends toward the HELIPAD on the roof of
the Globe...

INT. CORRIDOR OUTSIDE OFFICE - A MOMENT LATER

PROVOST and the LEAD GUARD with the raven box are at an
elevator bank. The other GUARDS head for a stairwell.

GUARD II
We'll check the stairs. See you on the
roof.

The LEAD GUARD starts to press the UP button, but PROVOST
pulls a key from his pocket instead:

PROVOST
No -- my private elevator. It's safer.

INT. ELEVATOR SHAFT - THAT MOMENT

shooting DOWN on the car as it rises. The shaft above it is
filled with BIRDS -- starlings, crows, pigeons and the like,
swooping and gliding among the gears and cables...

EXT. ROOF OF GLOBE BUILDING - THAT MOMENT

In BG, the helicopter on its pad, idling noisily, the rotors
still spinning. In FG, the small dormer-like structure that
houses the STAIRWAY. The metal access door opens, and the
first of the GUARDS steps warily out, rifle at the ready. He
smiles back at his pal.

GUARD
No way. They don't pay us enough to
tangle with Batm--

A black-gloved, CHROME-TALONED HAND snakes around the edge of
the dormer and RAKES ACROSS HIS THROAT...

INT. ELEVATOR CAR - THAT MOMENT

SWEAT beads up on PROVOST's lip as the GUARD hits the up
button and the car begins to rise. Suddenly, the LIGHTS GO
OUT. The car stops with a lurch.

PROVOST
What is it?? What's happening??

Suddenly, there in the darkness, they hear a series of loud
POPPING SOUNDS...which could be gunfire...

EXT. GOTHAM SQUARE - THAT MOMENT - ON CROWD

singing "Here Comes Santa Claus" at the top of their lungs.
Happy faces beam. No one hears anything unusual over the
music...

EXT. ROOFTOP - ACROSS STREET - ON BATMAN

BATMAN straining to listen. We get another faint series of
POPS -- barely audible over the CAROLING from below, and the
loud PUTT-PUTT-PUTT of the helicopter blades.

He can't really be sure he's heard anything at all. He scans
the roof of the Globe building, but he can't see what's
happening beyond the big steel globe sculpture and the neon
sign...

EXT. GLOBE BUILDING - ROOFTOP - THAT MOMENT

The CATWOMAN lets fly with another burst of automatic fire
from the dead GUARD's rifle. The helicopter is still idling,
but no one's left to fly it -- the rooftop is littered with
stiffs...

INT. ELEVATOR CAR - THAT MOMENT

PITCH BLACK. Pre-verbal GROANS and MURMURINGS OF FEAR issue
from the darkness. An EERIE RED LIGHT kicks on -- the
emergency generators -- and we see PROVOST backed up in a
corner of the car, twitching and jumping like a crazed
spastic. The GUARD, in a futile effort to placate him, points
up at the LIGHT:

GUARD
There. Mr. Provost. See? The
generator's kicked in. It's just an
electrical problem.

PROVOST is only marginally consoled. They hear a strange
TWITTERING NOISE in the shaft above them...

PROVOST starts babbling again. The GUARD slaps him across the
face. But the TWITTERING has him a bit concerned as well. He
stares up at the ceiling of the car as he PUNCHES BUTTONS on
the panel; with another LURCH, the car begins to move.

GUARD
There. See? It's moving. We're fine.

PROVOST
It's going down. We're going DOWN!!!

INT. ELEVATOR SHAFT - THAT MOMENT

The BIRDS in the shaft have all ROOSTED on the TOP OF THE CAR.
They're patiently riding it down as it descends...

INT. ELEVATOR CAR - THAT MOMENT

The car stops again. PROVOST is totally losing it. The
exasperated GUARD grabs him and SHAKES HIM.

GUARD
Okay, Mr. Provost -- I'm gonna have a look
through the trap door. But I need you to
help me. Okay? You have to help.

PROVOST nods and tries to get a grip on himself. The GUARD
looks up at the trap door in the ceiling of the car. He can't
reach it...

He uncuffs the BOX containing PROVOST'S RAVEN from his wrist
-- and STANDS on it. Still short. Unholstering his gun and
using it as a prod, he can almost reach the trap door. He
JUMPS UP and, poking with the gun, manages to dislodge the
panel slightly.

More TWITTERING. PROVOST and the guard look up through the
tiny crack in the ceiling and see nothing but darkness.

GUARD
Probably just some bird that's gotten in
the shaft. Now calm down. You'll have to
give me a boost.

The GUARD climbs back atop the raven box. PROVOST gives him a
boost and he manages to catch hold of the lip of the trap
door.

GUARD (cont.)
Okay, help me out...steady...

PROVOST wraps both arms around the GUARD's wriggling LEGS and
tries to hoist him upward.

INT. SHAFT - ON ROOF OF CAR - THAT MOMENT

From a vantage level with the roof of the car, we see the
GUARD'S FINGERS, clinging to the lip of the trap door. Now
his HEAD rises into view, pushing the panel aside as he pulls
himself upward.

He peers around. His BROW wrinkles as he sees a bizarre sight
-- PASSELS of SQUAWKING BIRDS, walking back and forth in front
of him, STRUTTING and PREENING mere inches from his face...

INT. ELEVATOR CAR - THAT MOMENT

The bottom half of the GUARD dangles from the ceiling.
PROVOST still has his arms wrapped around the GUARD's knees.
All at once, the GUARD begins to SCREAM -- his body JERKS and
his legs KICK WILDLY. Still PROVOST struggles to hang on --
even as BLOOD spatters across the top of his bald dome...

Finally, the GUARD's violent spasms are too much. PROVOST
trips over the raven box, stumbles backward and lands on his
ass in a corner of the car. The GUARD tumbles in a heap to
the elevator floor, his face PECKED and CLAWED beyond
recognition, his eyes gone altogether.

PROVOST lets out a series of SHRIEKS. He peers at the open
trap door, sees the BIRDS staring curiously down at him, and
SHRIEKS AGAIN.

The EMERGENCY TELEPHONE rings. He stares at it. It rings
again. Shielding his eyes and screwing up his courage,
PROVOST crawls across the floor and reaches for the receiver.

PENGUIN (V.O.; filter)
Sixteenth floor. Linens, housewares,
ladies' lingerie!

PROVOST
W-who is this??

INT. GLOBE - BASEMENT LOADING BAY - THAT MOMENT

NEWSPAPER DELIVERY VANS are parked in neat rows -- all
driverless. FRICK is sitting with a boxful of electrical
equipment next to a bank of ELEVATORS; all the cars have been
LOCKED OPEN here in the basement, except for ONE -- PROVOST's
private elevator, the doors to which are still closed. The
PENGUIN stands beside it, speaking into a RED PHONE.

PENGUIN
Mr. Provost? If you want to get out of
that car alive, I suggest you follow my
instructions to the letter.

As he talks, we see various NEWSPAPER EMPLOYEES sprawled on
the concrete nearby, DEAD. A CORRUGATED METAL DOOR has been
lowered over the LOADING BAY, separating the newspaper
production staff from the VAN POOL. They're trapped on the
other side. BANGING AWAY LOUDLY on the door...

PENGUIN (cont.)
SHUT UP IN THERE.
(calmly; into phone)
You should see a cord hanging just behind
you.

INT. ELEVATOR CAR - THAT MOMENT

PROVOST looks over his shoulder and sees the aforementioned
CORD descending through the trap door.

PROVOST
Yes -- yes, I see it --

PENGUIN (V.O; filter)
Tie the cord to the handle of your box.

PROVOST lets the phone drop. He grits his teeth, but hastens
to obey. As he's knotting the cord around the handle of the
box, a DINKY BIRD flutters down through the trap and sends him
into a panic. Practically weeping, he reaches for the phone.

PENGUIN (V.O.; filter)
When you're done, I want you to give two
sharp yanks on the cord.

Cowering in terror, PROVOST reaches for the cord and yanks it
twice.

PROVOST
Who are you?? Why are you doing this??

INT. LOADING BAY - ON PENGUIN

Behind him, FRICK and FRACK are pulling on RED BERETS and
BATMAN SWEATSHIRTS -- Order of the Bat gear. FRICK climbs
into a NEWSPAPER DELIVERY VAN and starts the engine.

PENGUIN
Well, Mr. Provost, I guess you could call
me an irate reader. And to be perfectly
frank -- I'm doing this because I hate
Garfield.

Chuckling, the PENGUIN holds a SONIC DEVICE up to the
mouthpiece of the phone.

INT. ELEVATOR CAR - THAT MOMENT

A SHRILL WHINE emanates from the receiver. All at once, the
elevator car is FULL OF BIRDS -- squawking wildly, flinging
themselves against the wall, going insane in the tiny confined
space.

PROVOST is screaming like a madman. The birds are in his
hair, his face -- everywhere. He fights his way over to the
panel and begins punching buttons in a frenzy...

All at once the car PLUNGES DOWNWARD. It's as if the floor
has DROPS AWAY beneath PROVOST's feet -- he's in FREE-FALL.

INT. LOADING BAY - ON PENGUIN

PENGUIN
Going down!

He hangs up the phone and steps a discreet distance back from
the ELEVATOR DOORS.

INT. ELEVATOR SHAFT - THAT MOMENT

The RAVEN BOX dangles from its cord in FG as the CAR rockets
uncontrollably downward. A steady stream ot BIRDS are making
a quick exit from the trap door in the roof...

INT. TOP-FLOOR LANDING - THAT MOMENT

The CATWOMAN's on a landing near the stairwell, just below the
dormer that leads to the roof. She pries open a pair of
ELEVATOR DOORS...

...and a FLOCK of BIRDS pours out of the empty shaft, making
for the open ACCESS DOOR a half-story above. She reaches
inside, finds the cord attached to the RAVEN BOX, and reels it
in.

She rips off the lock and opens the box for a quick look at
her trophy. It's there, all right -- another RAVEN just like
the first two. An awful CRASH, from twenty-five stories down,
RATTLES THE SHAFT...

She makes a disgusted face, grabs the RAVEN, and bolts for the
roof.

EXT. ROOFTOP ACROSS STREET - ON BATMAN

He watches in puzzlement as a VAST FLOCK OF BIRDS takes flight
from the Globe roof across the square. Something weird is
definitely going on. He's about to abandon his post --

-- but down below, the CAROLERS have stopped CAROLING. The
big tree's about to be lit, and they're counting off the
seconds:

CROWD
Ten! Nine!...

EXT. GOTHAM SQUARE - CORNER NEWSTAND

A ramshackle kiosk at street level. The NEWS VENDOR has
stepped out onto the sidewalk to watch the tree festivities.
A GLOBE DELIVERY VAN, its side bearing the "BATMAN -- HERO OR
MENACE?" advertisement, cruises past and dumps a bundle of
papers on the curb.

EXT. GOTHAM SQUARE - ON CROWD AT TREE

EXCITEMENT is BUILDING as the seconds tick off:

CROWD
...Three! Two! One!

The CHRISTMAS LIGHTS come on, and the CROWD breaks into
CHEERS. The ORCHESTRA strikes up a sprightly version of
"JINGLE BELLS."

EXT. GOTHAM SQUARE - ON NEWSTAND

The NEWS VENDOR is applauding and singing along like everyone
else when a second newspaper van rumbles past...

NEWS VENDOR
Hey! No! I aleady got a --

He spots TWO MASKED MEN in the doorway of the van -- wearing
RED BERETS and BAT-SHIRTS. They shove a BODY out the door --

The mutilated corpse of HARRISON PROVOST lands on the sidewalk
with a THUD -- right beside a bundle of NEWSPAPERS which read
"BATMAN MURDER SPREE BAFFLES POLICE."

EXT. GOTHAM SQUARE - ON VAN - MOVING

The NEWS VENDOR chases after the VAN, but it's already rounded
a corner and is cruising along the periphery of Gotham Square.
The CROWD is still singing merrily, unaware of its presence --

-- until the BACK DOORS fly open -- and a swarm of RABID,
CHITTERING BATS screech out into the midst of the crowd!!

EXT. GOTHAM SQUARE - ON CROWD AT TREE

The CAROLERS break into MASS HYSTERIA as HIDEOUS BATS swoop
down from above, CLAWING at their heads and shoulders.
ORCHESTRA MEMBERS drop their instruments and stagger off the
BAND PLATFORM, falling into the branches of the giant
Christmas tree.

EXT. GOTHAM SQUARE - ON SIDEWALKS

CHRISTMAS SHOPPERS are teeming in and out of nearby STORES.
They drop their SHOPPING BAGS and race about in utter CHAOS as
the bats attack. WOMEN SCREAM. CHILDREN SCREAM. MEN SCREAM
TOO.

A MAN staggers backward through a GLASS STOREFRONT and lands
on his butt in a WINDOW DISPLAY -- a big mechanical SANTA
CLAUS on his North-Pole throne, chuckling merrily in a
prerecorded voice: "HO HO HO." The MAN STRUGGLES WILDLY as
the BATS converge on him.

INT. DEPARTMENT STORE - THAT MOMENT

HORRIFIED SHOPPERS scatter through the aisles as the BATS pour
in through the broken window. WOMEN lined up for a FREE
MAKEOVER squeal in panic as BATS arrive to rearrange their
hairdos.

EXT. ROOFTOP - ON BATMAN

He stares down stunned at the PANDEMONIUM raging below. He
glances across the street...and sees the TINY SILHOUETTE of a
WOMAN standing atop the cast-iron GLOBE SCULPTURE, LAUGHING at
the chaos, TAUNTING him.

EXT. STREETS - OVERHEAD ANGLE - THAT MOMENT

A few blocks away from Gotham Square. SIRENS HOWL. There's a
steady stream of COP CARS speeding toward the site of the
disturbance. One vehicle is moving in the opposite direction,
against traffic -- a NEWSPAPER DELIVERY VAN.

EXT. GLOBE BUILDING - ROOFTOP - A MOMENT LATER

BATMAN touches down on the roof and stares in horror at the
CORPSES strewn across the helipad. A dying GUARD raises a
shaky hand...

BATMAN crouches beside him. A GURGLE comes up from his throat
and a bubble of BLOOD swells on his lips. All at once he
hears a WOMAN'S VOICE from the shadows of the GLOBE
SCULPTURE...

CATWOMAN (O.S.)
Some people just can't take discipline.
(beat)
Go ahead. Finish 'em off...

His head jerks up. He can't see anything. A sudden WHOOSHING
noise, and now the voice is coming from the other side of the
roof.

CATWOMAN (O.S.)
You might as well. You're going to get
blamed for it anyway.

He stands. He gets a quick glimpse of a FELINE SHADOW
springing past a skylight; she's jumping all around the roof,
clinging to exposed pipes and fixtures. He reaches for a
Batarang.

CATWOMAN (O.S.)
Oh, come on, angel. You know you want to.
(purring loudly)
Besides -- I want to see how you do it!

BATMAN
Who are you?

He's barely gotten it out when she SLAMS INTO HIM from behind,
feet first, knocking him to the rooftop. He tries to get up,
but she comes at him with a couple of CARTWHEELING KICKS,
knocking him back into a cornice. He ducks right just as a
SHARP SPIKED HEEL strikes the exposed brick a mere three
inches from his throat.

He catches her leg, upends her -- but she somersaults away and
lands on her feet. Cats always do...

CATWOMAN
My, aren't we frisky tonight.

He flings the BATARANG. It CLANGS into the big NEON SIGN as
she SPRINGS up into the darkness, out of reach. GLASS TUBING
shatters and SPARKS FLY as she calls down from the shadows --

CATWOMAN
I should tell you -- I've got nine lives
to play with -- and you've only got one...

He turns -- she drops DIRECTLY ONTO HIM -- and locked in a
death grip, they STAGGER BACKWARDS across the roof, directly
toward the HELICOPTER. The huge ROTOR BLADES are still
turning...

BATMAN ducks instinctively and the CATWOMAN breaks free --
FALLING BACKWARD onto the roof. It's a strategic move: when
he rushes at her, she BRACES HERSELF against the ground and
KICKS UPWARD with startling force.

This time the spiked heel connects -- LIFTING BATMAN off his
feet, KNOCKING HIM BACKWARD into the TAIL of the HELICOPTER.
He slumps there, stunned -- and before he knows it, she's on
him.

She grabs his THROAT with one hand and clamps the other around
his CROTCH. He tries to break her grip, but she's just as
strong as he is. And she's LIFTING him -- forcing him upward,
toward the REAR STABILIZING ROTOR on the tail of the
helicopter!

The rear ROTOR BLADES WHINE LIKE A BUZZSAW as his head rises
perilously closer. At the last possible instant, he grabs a
handful of her HAIR -- YANKS IT as hard as he can --

With a YOWL, she releases him. They tumble to the roof and
she DIVES ATOP HIM. Her TALONS click into place -- he sees
them poised directly above his EYES --

-- but manages to slam an ELBOW under her chin before she can
strike. Now they're disentangled; they get up groggily and
circle each other...

SOMEONE IS BANGING on the metal door that leads up to the
roof, trying to break it down. BATMAN turns for an instant --
a sudden CRACK --

-- and he finds himself all wrapped up in the CATWOMAN's CAT-
O'-NINE-TAILS...which is also outfitted with a TASER. She
sends a PARALYZING ELECTRIC CHARGE through his body and he
collapses to the roof in a jittering heap. The BANGING on the
door is louder...

CATWOMAN
Did I tell you I invited company? -- Keep
'em busy, angel, I've gotta scat.

She kneels down and plants a BIG WET KISS on his twitching
face. Then she scurries to the edge of the roof,
DISAPPEARING --

-- just as the DOOR gives way -- and an ARMED SWAT TEAM comes
crashing out onto the roof!

Just coming around, BATMAN tries to roll out of sight -- but
the COPS are swarming the place. They spot the BODIES on the
tar and gravel, see BATMAN scuttling for cover, and draw the
obvious conclusion. Pulling guns, they OPEN FIRE. BULLETS
RICOCHET off the big metal GLOBE.

BATMAN, as is customary in these situations, shoots a
GRAPPLING HOOK at the roof of the next building over -- which
is a couple of stories taller than the Globe -- and REELS
HIMSELF UPWARD along the side wall. The SWAT COPS score a
couple of dead hits which set him swinging like a pendulum,
but his body armor holds and he clings to the line long enough
to reach the roof.

CUT TO:

INT. NEWSPAPER VAN - MOVING - THAT MOMENT - NIGHT

FRlCK and FRACK, still in their Order-of-the-Bat garb, are in
the front seats; the PENGUIN is leaning out the side door.
Someone's obviously tipped the COPS about the source of all
the ruckus --

-- because a pair of POLICE CARS are on their tail and gaining
fast. Still hanging in the doorway, the PENGUIN raises his
UMBRELLA, peers down its length like a RIFLE SIGHT, and PULLS
A TRIGGER.

ANGLE ON SQUAD CAR - MOVING - THAT MOMENT

A SONIC DART -- one of the PENGUIN'S BIRD MAGNETS -- lodges
itself in the GRILLE of the foremost POLICE CAR.

INT. SQUAD CAR - MOVING - THAT MOMENT

The COPS in the car react in astonishment as PIGEONS begin
HURLING THEMSELVES at the WINDSHIELDS. A DOZEN KAMIKAZE BIRDS
bounce off in rapid succession. CRACKS begin to spread across
the glass.

The COPS can't see where they're driving. The car SWERVES
WILDLY. And still the PIGEONS KEEP COMING -- COVERING THE
WINDSHIELD -- TOTALLY OBSCURING THE STREETS FROM VIEW...

EXT. STREETS - ON SQUAD CARS - THAT MOMENT

The first car, COMPLETELY COVERED WITH BIRDS, smacks into a
LAMPPOST and SKIDS. The second car CRASHES INTO IT. And the
pigeons continue to pour down from the heavens, SWARMING onto
the immobilized squad cars.

INT. NEWSPAPER VAN - MOVING - THAT MOMENT

The PENGUIN grins with delight as the van speeds off
unmolested.

PENGUIN
Look at that, boys -- they do flock
together!!

CUT TO:

EXT. GOTHAM SQUARE - THAT MOMENT - NIGHT

AMBULANCES are pouring into the square as the BAT ATTACK
continues. COPS are firing their guns blindly into the skies
as they try to evacuate the citizenry. PARAMEDICS drop the
stretcher they're carrying when BATS swoop down at their
heads...

EXT. ROOFTOPS - NIGHT

BATMAN is still pursuing the CATWOMAN, who's perched one roof
over, in a squat, wiggling a finger for him to follow. The
roofs are icy and treacherous, but he matches her step for
step, leap for leap, as she vaults from one building to the
next, leading him on. Finally she reaches the edge of a
building on the corner of the block; there's no place to go
but down. She squats on the ledge and smiles, beckoning to
him --

CATWOMAN
Ooh. Where have you been all my life?

He edges closer. Suddenly, she does a BACKFLIP -- DIRECTLY
OFF THE EDGE OF THE ROOF.

BATMAN hears GLASS SHATTERING. He hesitates a second -- moves
closer to the edge of the roof -- PEERS OVER THE ICY CORNICE.

BATMAN'S POV - THAT MOMENT

Staring down, he sees a narrow LEDGE running around the facade
of the building some ten or twelve feet below. The window of
a corner apartment has been smashed; the curtains are flapping
in the chill wind.

EXT. ROOF - ON BATMAN - A MOMENT LATER - NIGHT

She's obviously making her getaway through the apartment.
BATMAN climbs up on the slippery cornice and prepares to drop
to the ledge below -- cautiously, because it's a long way
down. A sudden CRACK --

The CATWOMAN hasn't entered the apartment. Instead, she's
followed the ledge around the corner of the building, silently
doubling back onto the roof behind BATMAN. He TURNS just as
her WHIP wraps itself around his left leg. She gives it a
sharp tug -- his feet SKID on the ice -- and HE TOPPLES OVER
THE EDGE OF THE ROOF.

EXT. FACADE OF BUILDING - ON BATMAN

He plunges downward for the briefest of seconds -- then JERKS
UP SHORT, SLAMMING INTO THE WALL OF THE BUILDING. The WHIP
has coiled itself around his leg, and for now it's holding
tight. He's dangling upside down, bat-like; he bounces away
from the wall; he SPINS in midair as one loop of the whip
UNRAVELS, dropping him another foot or so.

He manages to brace his left foot against the wall. It's a
massive strain, but he's momentarily safe if he can keep from
moving. The alternative is a twelve-story drop, straight down
to the pavement...

EXT. ROOF - ON CATWOMAN - THAT MOMENT

She's wrapped the handle-end of the whip around an exposed
pipe on the roof, anchoring BATMAN in place. With a cheshire-
cat grin, she removes the RAVEN from her knapsack and holds it
on the edge of the cornice.

EXT. FACADE - THAT MOMENT

BATMAN hanging immobile. Craning his neck, he can just see
the

RAVEN STATUETTE on the ledge above him -- bouncing slightly,
and apparently talking to him...

CATWOMAN (O.S.)
Nevermore. Nevermore!

Now the CATWOMAN appears beside it -- elbows on the cornice,
chin propped up on her folded hands, like a chatty girl at a
fern bar.

CATWOMAN
Cute, huh! I think it'll look nice over
the fireplace. Maybe you can drop by and
see it sometime.
(demurely)
I hope you won't think I'm too...
aggressive or anything, but I find you
very attractive.

She toys aimlessly with the whipcord, batting at it like a cat
with a piece of yarn. BATMAN grimaces. She speaks in a low,
soothing, seductive tone -- almost a purr. Behind the bondage
mask she bats her eyelashes.

CATWOMAN (cont.)
It's just so hard to meet interesting men
these days. Don't you think so?
(sighing)
I have trouble with relationships. Men
find me intimidating...kind of predatory,
you know? Really I'm not. Really I'm
just playful...

BATMAN huffs and puffs, trying to bend at the waist so he can
grab hold of the whip. She frowns and YANKS on it. His foot
flies free of the wall, and another loop of the whip uncoils
before he can stabilize himself.

CATWOMAN (cont.)
Don't laugh! I'm trying to open up to
you!

Angrily, she holds a STEEL CLAW to the whip -- ready to cut
him loose.

ANGLE ON BATMAN

He's palmed the GRAPPLING-HOOK LAUNCHER from his belt.
Holding it close to his body, out of view, he works it around
into firing position. He'll shoot it right through her if he
has to...

CATWOMAN (cont.)
I always seem to fall for the wrong guys.
You know...most men are rats.

ANGLE ON CATWOMAN

She withdraws her hand from the whip, reverts to her
philosphical mode.

CATWOMAN
Mice, really. It's disgusting -- they beg
you to walk all over them and then they
whine when you do it. Once you've had
your fun there's not much you can do but
kill them.
(beat)
But you seem different. I mean, you
obviously understand about dressing up...
that saves a lot of explaining. I think
people should indulge their fantasies,
don't you?

BATMAN is sweating profusely. He can't hold his position much
longer. And the CATWOMAN is dragging this insane flirtation
out endlessly...

CATWOMAN
So I think I'll let you live. Cute boys
like you are hard to find...
(standing up)
'Bye, angel. I'll be thinking about you.

And just like that, she VANISHES -- moving silently off with
her raven, leaving BATMAN to dangle. He hangs there a moment,
tries to twist himself around without moving his foot. He
braces one hand against the wall; with the other, he lifts his
grappling gun and FIRES.

The HOOK SNAGS somewhere on the roof. BATMAN yanks the line
taut and is laboriously trying to pull himself erect when --

-- the CATWOMAN reappears over the edge of the cornice!

CATWOMAN
Gee...I'm so fickle.

A QUICK SWIPE of her STEEL TALONS, and the whipcord is neatly
SEVERED. BATMAN'S FOOT slips out from under him -- but he's
still got hold of the GRAPPLING GUN. He DROPS eight or ten
feet...

EXT. ROOF - ON CATWOMAN

watching with amusement as BATMAN's weight causes the hook to
DISLODGE. It skitters across the gravel surface of the roof
and CATCHES, at the last instant, on the edge of the
CORNICE --

-- which promptly CRUMBLES and GIVES WAY. Fascinated, the
CATWOMAN leans over the edge of the roof and peers down...

ANGLE ON BATMAN - AS HE FALLS

He flails wildly, tangled in his cape, as the ground rushes up
toward him. He gets a last-ditch inspiration -- finds the GAS
CYLINDER on his belt and hits the switch. The rods in his
cape begin to INFLATE...

Six stories up, his BATWINGS spring erect, slowing his plunge.
Five stories up, an UPDRAFT hits him and he suddenly INVERTS.
Four stories up, he rights himself. Three stories up, he goes
into a downward spiral, out of control, gliding in great wide
arcs over the street...

...and a moment later there are no stories left. With an ugly
crunch, he smacks into the slush-covered pavement and BOUNCES.
Face down, he skids some twenty feet to a halt -- right in the
middle of a BUSY INTERSECTION.

EXT. INTERSECTION - THAT MOMENT - NIGHT

A DELIVERY TRUCK hits the brakes and screeches to a stop, two
feet away from BATMAN'S HEAD. He doesn't move. PEDESTRIANS
are already gawking and pointing as the DRIVER climbs out and
peers down at the inert caped figure lying face-down in the
street:

DRIVER
What the hell is this?

CARS are backed up, due to the panic in Gotham Square a few
blocks over. HORNS are honking. A TRAFFIC COP marches
over --

TRAFFIC COP
Awright, what's the problem here?
(spotting BATMAN)
Jesus.

He tries to clear the crowd away. A full-fledged GRIDLOCK is
forming around the prostrate BATMAN. The COP blows his
whistle, tries to maintain order as two unifonned PATROLMEN
rush up to join him.

They manage to roll the unconscious BATMAN over on his back.
The assembled COPS stare down at the mask, the scuffed body
armor. Still waxy, they finger the GUNS in their holsters...

PATROLMAN
Good God. Cowan -- get to the car --
radio the commissioner!!

By now there must be two hundred people in the intersection,
all surging forward to get a look. More COPS are arriving to
beat them back.

TRAFFIC COP
Is he dead? What do we do?

PATROLMAN
The mask. Get the mask off.

They hunker down over BATMAN. One of them tugs at his mask --
but the helmet-like cowl doesn't want to give way. He feels
around --

TRAFFIC COP
Some kinda seam here on the neck...

The PATROLMAN nods okay, and the COP tugs at a Velcro-like
fastening under BATMAN's chin. The instant it comes open --

-- a BURST of FINE GREEN MIST spews forth from concealed JETS
in the gold-and-black BAT-EMBLEM, and the COPS reel backward,
shrieking, gasping for breath and clewing at their eyes.
Booby-trap -- they've just been Maced.

One of the ONLOOKING COPS steps back in horror and confusion.
On impulse, he draws his gun and FIRES TWICE at BATMAN. The
body JERKS and the bullets RICOCHET OFF --

TRAFFIC COP
DON'T SHOOT, you idiot. The crowd --

Before he can finish, a BLACK BOOT kicks the gun out of the
ONLOOKING COP's hand. BATMAN is back among the living.
SIRENS BLARE as he spins and rolls into a crouch -- lashing
out with elbows and knees -- driving the cops back --

Fuck the crowd. TWO MORE COPS pull their guns and open fire
in absolute panic. BATMAN slams backward into the delivery
truck and crumples to the ground. As he falls, he grabs a
couple of SMOKE CAPSULES from his belt and flings them to the
pavement.

Seconds later, a THICK CLOUD OF BLACK SMOKE is spreading
through the intersection. BATMAN emerges into the midst of
the crowd -- weaving in and out among the stalled vehicles --

EXT. INTERSECTION - ANOTHER ANGLE - NIGHT

A MOUNTED COP rides up to the outer fringe of the traffic jam,
drawn by all the confusion. He rears the horse back, turns it
in a circle; blows his piercing whistle as he tries to reroute
the incoming cars...

Suddenly a WIRE wraps itself around his chest and arms. He
looks down. He sees a BATARANG in the instant before a sudden
JERK pulls him cleanly off his mount.

BATMAN climbs up on the hood of the nearest car -- vaults over
to the next -- and the next -- then hops into the saddle of
the MOUNTED COP's waiting HORSE. He digs in his heels,
maneuvering through traffic...

EXT. POLICE CAR - A MOMENT LATER - NIGHT

LT. EDDIE BULLOCK and another plainclothesman are a few blocks
off trying to get through the jam. Their siren is on, but the
cars blocking their path have no room to pull over. BULLOCK
grabs the radio mike:

BULLOCK
Hell of a mess up here, Commissioner.
We'll have to go in on foot...

As they wait for a response, they see a HORSE charging past in
the opposite direction. On the back of the horse...is BATMAN.

Gaping, BULLOCK nudges his partner -- who throws the car
immediately into REVERSE. As they watch, BATMAN kicks the
horse's flanks and turns right -- toward Gotham Park.

INT. GOTHAM PARK - A MOMENT LATER - NIGHT

Two RED BERETS, members of the Order of the Bat, are on night
patrol, strolling down a rambling path near the entrance to
the park.

RED BERET I
This is wack, man. Nothing ever happens
around here anymore.

The other RED BERET lets out a WHOOP OF FEAR and yanks his
partner out of the way. They tumble into a snowdrift as
BATMAN'S HORSE vaults over the stone wall of the park and
gallops past, nearly trampling them in the process. By now,
SQUAD CARS are roaring into the park...

INT. PARK - ANOTHER SECTION - A MOMENT LATER

SIRENS BLARE and RED LIGHTS FLASH in the distance as the COP
CARS spread out along the winding roads that run through the
park. BATMAN reins the horse in suddenly as a black-and-white
whips past on an access road just ahead of him, no more than
twenty yards away.

He turns the horse in a circle. MORE RED LIGHTS appear in the
distance; another contingent of SQUAD CARS has just entered
from the opposite side of the park. It's going to be tough
getting out of here...

Then: his eyes fall on the statue of his great-grandfather,
GENERAL WAYNE -- two Waynes on horseback, not twenty feet
apart. He thinks back to his earlier conversation with VICKI
and gets an inspiration.

He rides past General Wayne to the STONE BRIDGE which spans
the little frozen creek. There he finds the DRAINAGE TUNNEL
VICKI described, obscured by the wire-mesh grate. This must
be where the boy vigilante holes up...

He dismounts, ties his CAPE to the pommel of the horse's
saddle and sends it off with a slap. He pries the grate loose
and crawls inside.

INT. DRAINAGE TUNNEL - THAT MOMENT

A dank, but cozy, hideout; WARM STEAM hisses from a grate in
the floor.

RUMBLING SOUNDS fill the little chamber as a SUBWAY TRAIN
passes directly underneath. A little farther back there's an
ACCESS SHAFT, with a Jacob's ladder, leading to the train
tracks below.

Poking around, he finds a couple of cardboard BOXES -- the boy
vigilante's stash. The first contains tins of food, plus
various odds and ends. The second's more in line with what he
needs -- it's full of OLD CLOTHING.

A TRAIN rumbles past underneath. BRUCE removes his COWL and
sets about putting together a civilian disguise that'll get
him out of the park. A wool hat and a long, moth-eaten
topcoat: perfect. As he's pulling them out of the box, he
spies something extremely odd --

It's a COSTUME -- a spangled red-and-green GYMNASTS OUTFIT
with a little yellow CAPE -- neatly folded and in pristine
condition. He removes it carefully from the box and holds it
up in front of him. Stitched on the vest is a single initial,
"R," in a black circle. He stares at the whole mystifying
ensemble in complete befuddlement...

The roar of the train subsides, and he hears a SCUFFLING
NOISE. Someone's in the tunnel with him. He lowers the
costume abruptly --

-- revealing DICK, the boy vigilante, who's crouched in front
of him not three feet away. The kid's just crawled up through
the ACCESS SHAFT, and he's not at all happy to see an intruder
messing with his stuff:

DICK
It's MINE!

He lunges furiously at BRUCE. The two of them tumble back
into the grate at the tunnel entrance, KNOCKING IT LOOSE --

EXT. PARK - MOUTH OF TUNNEL - THAT MOMENT - NIGHT

A POLICE CAR streaks past on the bridge overhead mere seconds
before BRUCE and DICK roll out into the snow, still grappling.
BRUCE flings the kid into the bridge abutment. DICK lands
hard; when he looks up, his EYES WIDEN, and a weird crooked
smile comes to his face...

Out here in the moonlight he can see his opponent. The body

armor -- the gold-and-black emblem on the breastplate -- and
above it all, the face of BRUCE WAYNE, exposed to view...

As a siren howls nearby, BRUCE flattens himself against the
bridge. Like it or not, his fate rests entirely in a strange
little boy's hands.

The kid sizes up the situation immediately. He nods his head
up and down. Then he takes off his own ratty coat and throws
it to BRUCE.

BRUCE is in no position to look a gift horse in the mouth. He
pulls on the coat, gives DICK a nod of acknowledgement, and
starts to move off.

DICK
NO. WAIT!

BRUCE turns, uncertainly. DICK throws him his woolen SKI CAP.

The KID GIGGLES -- oddly, uncontrollably. Then he sprints off
into the woods, dancing, leaping. As he disappears from view,
he lets out a shrill, piercing, almost FERAL SHRIEK --

-- which is obviously intended to divert the cops. BRUCE
makes haste in the opposite direction.

EXT. PARK - ANOTHER SECTION - A MOMENT LATER

BRUCE'S HORSE gallops through the trees, the black bat-cape
still attached to its saddle and BILLOWING behind it.

INT. SQUAD CAR - MOVING - THAT MOMENT - NIGHT

TWO COPS scanning the park. The CAPED HORSE charges past in
front of them and is momentarily silhouetted in the
headlights. From a distance, it looks like BATMAN is still in
the saddle.

The COP at the wheel makes a sudden turn. A moment later, he
SLAMS ON THE BRAKES.

A MAN has just stepped out onto the road, directly in the
squad car's path -- a hunched figure in an old coat and woolen
ski cap, obviously one of the homeless. A COP leans on the
horn and shouts out the window:

COP
Dumb son of a bitch!!

The MAN -- BRUCE -- steps back out of the squad car's path.
The COPS take off -- in hot pursuit of a riderless horse.

CUT TO:

INT. WAYNE MANOR - KITCHEN - PRE-DAWN

A DOCTOR'S BAG rests on the kitchen table. ALFRED, in robe
and slippers, rummages inside it and comes up with an ACE
BANDAGE.

ALFRED
Commissioner Gordon called. He wants to
install a full contingent of police guards
here at the manor -- in round-the-clock
shifts -- to protect you from Batman.

BRUCE is sitting erect in a straightbacked chair. His shirt
is open and he's holding his arms aloft while ALFRED wraps a
full roll of adhesive tape around his battered RIBS.

BRUCE
Great. What'd you tell him?

ALFRED
I told him that since you were Batman,
you'd require no protection from Batman.

BRUCE makes a face: how droll. ALFRED tears off the tape with
a brisk YANK -- and BRUCE lets out an involuntary YELP OF
PAIN.

BRUCE
Jesus, Alfred -- !!

ALFRED
In future, sir...I strongly advise against
trying to fly off twenty-story buildings.

BRUCE
It's just a few bruises.

ALFRED
One bruise, sir. Which covers your entire
body.

BRUCE gets up -- stiffly -- and buttons his shirt in gingerly
fashion while ALFRED packs his first-aid gear in the doctor's
bag.

BRUCE
I'm getting too old for this line of work.
(beat)
Cops placed me at the scene of the crime
-- that weird kid of Vicki's saw my
face --

ALFRED
I shouldn't worry overmuch. I doubt the
two of you move in the same circles.

BRUCE
-- and I got the living shit knocked out
of me by a woman.

ALFRED
Sir -- such outmoded sexist attitudes are
quite unbecoming.

INT. UPSTAIRS BEDROOM - DAY

In a lavishly-appointed guest room on Gotham's Upper East Side
(or equivalent thereof), we find a pair of PLAINCLOTHES COPS
settled in for a stakeout: rumpled topcoats thrown across
antique chairs, french-fry bags and GREASY BURGER WRAPPINGS
littering the carpet. HIGH-POWERED RIFLES propped against one
wall.

They peer through venetian blinds at an ELEGANT OLD BROWNSTONE
across the street...

HIS POV - ROOF OF BROWNSTONE - THAT MOMENT

A UNIFORMED COP, also carrying a walkie-talkie, is keeping
watch on the roof of the brownstone. He signals "all clear"
to his counterpart watching from the house opposite.

INT. UNMARKED CAR - THAT MOMENT

TWO MORE PLAINCLOTHESMEN are parked at the end of the block,
munching on donuts and watching the same brownstone. They
spot a POSTMAN lugging his sack up the tree-lined street on
his way to the brownstone. One of the PLAINCLOTHESMEN picks
up his RADIO MIKE:

PLAINCLOTHESMAN
Mailman's coming.

EXT. BROWNSTONE - A MINUTE LATER

The POSTMAN marches up the front steps of the brownstone,
sorting through letters and packages. He hasn't even rung the
bell when the door is opened by ANOTHER COP -- who snatches
the mail delivery from his hands and SLAMS THE DOOR IN HIS
FACE.

INT. BROWNSTONE - THAT MOMENT

MORE COPS, at least half a dozen, are milling about inside --
unshaven, ties loosened, shirtsleeves rolled up. They're in
for the long haul.

The first COP gives a handful of letters to a couple of
COLLEAGUES -- then hands over a PARCEL, wrapped in brown
paper, to a pair of BOMB-DISPOSAL EXPERTS. They carry it
gingerly into the kitchen. Into the midst of all this
bustling activity strides COMMISSIONER GORDON:

GORDON
Anything suspicious!

In the parlor, where all the shades are drawn, TWO COPS are
examining each letter in turn, holding them up to a light
bulb, CREASING THEM carefully before slitting them open.

COP
Nothing yet. Christmas cards and bills.

He anxiously watches their progress. A VOICE calls from the
kitchen.

BOMB-DISPOSAL EXPERT (V.O.)
Commissioner -- ?

INT. KITCHEN - A MOMENT LATER

GORDON enters. The bomb-disposal boys have their equipment
scattered all over the kitchen table. They've slit the brown-
paper wrapping of the PACKAGE, exposing a ROUND DECORATIVE
TIN.

BOMB-DISPOSAL EXPERT
It's a fruitcake.

He lifts the lid for GORDON to have a look.

GORDON
...Have it analyzed.

INT. BROWNSTONE - ENTRY HALL - THAT MOMENT

A bleary-eyed ELLIOTT TIPTREE marches down the stairs carrying
a pair of OVERSIZED SUITCASES. His WIFE and TWO KIDS are
behind him -- all bundled up, preparing to embark on an
extended vacation.

POLICEMAN
Mrs. Tiptree? The car's here.

TIPTREE, fighting back tears, embraces his wife for a long
wordless moment. Their LITTLE GIRL, aged six, tugs at Mommy's
sleeve.

LITTLE GIRL
I don't wanna go to Grandma's. I wanna
stay here with Daddy.

MRS. TIPTREE
She's got a nice tree just like ours,
honey. Daddy'll be up as soon as he can.

LITTLE GIRL
She's old. She doesn't even have cable.

LITTLE BOY
What about our presents?

He gestures toward the GIFTS piled high around the tree in the
parlor.

TIPTREE
Don't worry. I'll bring 'em up with me.
We'll open 'em when I get there.

TIPTREE forces a smile for the kids. He CLUTCHES his wife's
hand.

GORDON
Sorry, folks, but we'd better move along.

MRS. TIPTREE
Kids? Tell your Daddy goodbye...

Tearful hugs all around; then a cadre of UNIFORMED COPS escort
MRS. TIPTREE and the KIDS to the door. TIPTREE pulls GORDON
aside.

TIPTREE
They'll be safe, won't they?

GORDON
As safe as we can make 'em.
(beat; sternly)
It would help if you could give us some
small hint what this is all about.

TIPTREE
I told you. I...

TIPTREE shrugs helplessly and stares at his shoes. GORDON is
convinced he's holding something back.

GORDON
You have no idea what was in that box that
Provost had delivered from the bank.

TIPTREE shakes his head wearily. GORDON glowers as he turns
to go.

GORDON (cont.)
All right, Mr. Tiptree. Merry Christmas.

GORDON exits. TIPTREE wanders listlessly into the living
room, pulls back the drapes, and WATCHES as his wife and kids
ride off in a convoy of POLICE CARS. One of the COPS tries to
pull him away from the window, but he refuses to move...

...until a PHONE RINGS. Everyone jumps at once. A TECHNICIAN
hits a switch on a loudspeaker-and-tape-recorder assembly,
then gestures for TIPTREE to pick up the receiver...

TIPTREE
Hello...?

VOICE ON LOUDSPEAKER
Mr. Tiptree? Andy here. Listen -- we've
got a chance to grab a good-sized block of
Atlantic Teledyne at twenty-six and an
eighth --

The COPS heave sighs and turn off their tracing equipment.

TIPTREE
Not today, Andy. Let's talk after New
Year's.

TIPTREE hangs up and starts to BAWL right there in the middle
of the room. The COPS turn away in sympathetic embarrassment
as he goes to a corner wet bar and pours himself a good stiff
jolt.

INT. TIPTREE'S BEDROOM - DAY

Wallowing in despair, TIPTREE sits at an antique secretary
composing a LETTER. He takes a long pull on a glass of
Scotch, signs his name, and inserts the letter into an
envelope. He opens the desk drawer -- takes a long look at a
.38 automatic stashed inside -- then finds a stamp and affixes
it to the envelope. He addresses it to BRUCE WAYNE.

A moment later he hears a noise at the window: TINK TINK TINK.
He peers through the blinds and sees a CARRIER PIGEON on the
ledge outside -- pecking at the glass, asking to come in.

He raises the window and the PIGEON hops fearlessly inside,
onto the sill. The bird, well-trained, struggles only
slightly as he unties a tiny CAPSULE from its leg and removes
a FOLDED NOTE. Scrawled across it is a handwritten message:

IF POLICE SEE THIS YOUR FAMILY IS DEAD

He opens the note and begins to read as the PIGEON takes wing.

CUT TO:

INT. BRUCE'S LIBRARY - DAY

BRUCE is at his desk examining the morning editions. A BANNER
HEAD-LINE shrieks:

BATMAN SOUGHT IN PUBLISHER'S MURDER
Bat Attack Panics Gotham Square
J. Harrison Provost, 41, Leaves Distinguished Legacy

He hears a VISITOR arriving in the entry hall. He gets up...

INT. ENTRY HALL - THAT MOMENT - DAY

BRUCE ambles out and sees SELINA, who's just arrived, doing
her patetented thing on ALFRED.

SELINA
English accents are so stimulating.
(beat)
You have the most beautiful silver hair!

ALFRED stammers as she reaches up to STROKE HIS HAIR. He's
about to break into a sweat. He's eminently relieved when she
turns and sees --

SELINA (cont.)
Bruce!


BRUCE
Selina. What are you doing here?

ALFRED affects a look of grandmotherly outrage as SELINA
slinks over and takes BRUCE by the arm. She's on him like a
barnacle.

SELINA
I wanted to see your things, remember?
And I got tired of waiting for you to call
me back.
(gesturing toward ALFRED)
He's adorable. How long have you had him?

INT. HALLWAY - A MOMENT LATER - DAY

BRUCE leads SELINA down a hallway to the armory. He glances
back over his shoulder and sees ALFRED peering snoopily around
the corner.

BRUCE
You heard about Harry Provost.

SELINA
It's incredibly awful. It got me a little
worried.
(sidling up closer)
I hate to think of something happening to
you.

BRUCE
Same here.

SELINA
It's odd, though. Danger, the thought of
suddenly dying -- in a weird way it gets
you sort of...aroused. Don't you think?

BRUCE cocks an eyebrow at her. Everything gets her sort of
aroused.

INT. ARMORY - A MOMENT LATER

SELINA BEAMS at the fantastic collection of armored gear and
exotic weapons. She's like a kid in a toy shop.

SELINA
Bruce, this is incredible.
(indicating a suit of armor)
Malaysian -- ?

BRUCE
Not bad. Sarawak warrior caste.

SELINA
It's like -- everything in here is another
little piece of your mind. I was right
about you.
(turning to face him)
Promise, okay? Promise you'll show me
every inch of this place.



PAGE 87 MISSING FROM HARD COPY



INT. BATCAVE - FIFTEEN MINUTES LATER

ALFRED is at a PRINTER, scanning page after page of computer
printout. He delivers his findings to BRUCE, who's seated at
a nearby terminal, scanning data and tapping away at the
keyboard.

ALFRED
The police have no files whatsoever on
Selina Kyle.

BRUCE
(abstractedly)
London...Cairo...Belgium...

ALFRED
What exactly are you --

BRUCE
Her credit card records.
(looking up)
Every major art theft in the last five
years -- she's been on the scene or close
to it.

ALFRED
You mean she's some sort of -- collector?
A...cat burglar, or --

BRUCE
Could be. Museum curator, authenticator
-- she's got the perfect cover for it.
(beat)
What would she want with that stupid
raven?

ALFRED
Raven, sir?

BRUCE
That's what the Catwoman took from
Provost. A little raven statuette, about
so big...
(shaking his head)
But it couldn't have been that valuable.

He continues to scan the screen. ALFRED is suddenly lost in
thought.

ALFRED
How very odd.
(long pause)
I'm sure it's nothing, but --

BRUCE
What, Alfred?

ALFRED
Your father had a raven, sir. A small
statue of the very sort you describe. It
used to sit on his desk.

This piques BRUCE's interest. He swivels around in his chair
and stares directly up at ALFRED.

BRUCE
What happened to it?

ALFRED
After your father's...demise, Mr. Tiptree
came to the house and asked if he could
have it. As a keepsake. I saw no harm...
(shrugging)
That was thirty years ago.

BRUCE
Wait a minute. Mr. Tiptree?

ALFRED
George Tiptree. Your friend Elliott's
father.

CUT TO:

INT. TIPTREE'S BEDROOM - AFTERNOON

TIPTREE has an oversized suitcase open on the bed. It's empty
-- except for the BALLED-UP WADS of NEWSPAPER which he's
stuffing inside it. His head turns suddenly at the sound of
the doorbell...

INT. UPSTAIRS HALLWAY - A MOMENT LATER

TIPTREE emerges from his bedroom and peers over a bannister
into the ENTRYWAY below. Standing there is an unexpected
visitor -- BRUCE WAYNE -- holding his arms aloft while a
battery of COPS pat him down.

BRUCE
What are you looking for -- Batarangs?

TIPTREE
Bruce! Come on up.
(to the COPS)
I want to talk to Mr. Wayne alone.

The COPS look on suspiciously as BRUCE ascends the stairs.

INT. TIPTREE'S LIBRARY - A MOMENT LATER

TIPTREE lets BRUCE inside and shuts the door behind him.
BRUCE hands him a GIFT BOX.

BRUCE
I brought you a Christmas present. Sorry
about the wrapping -- the police made me
open it.

TIPTREE opens the box and pulls out a diamond-studded TIE
CLASP. He looks up at BRUCE with an odd mixture of
bewilderment and gratitude. BRUCE nods for him to try it on,
and he obliges...

TIPTREE
...I'm afraid I don't have anything for
you.

BRUCE
I think you may have something that
belonged to my father.

TIPTREE
-- You know?

He stares at BRUCE, astonished. His head sinks into his
hands.

TIPTREE (cont.)
It'll all be over tomorrow. One way or
another, it'll all be over.
(looking up; despondent)
I've decided, Bruce. I'm gonna give him
the last two ravens. He's already got the
others.

BRUCE
What are you talking about? Who?

TIPTREE
Batman. I don't know how he found out,
but --

TIPTREE reaches for the bottle on his desk to pour himself a
drink, but BRUCE angrily knocks the glass out of his hands.

BRUCE
It's time you told me what's going on
here.

TIPTREE
Didn't you ever wonder where it came from,
Bruce? All the privilege, all the power
...all the money?
(beat)
The ravens are a...a kind of map, Bruce.
The key to an incredibly vast fortune.

BRUCE
Whose fortune?

TIPTREE
Gotham City's.

FLASHBACK - PROCESSED FOOTAGE (MOS)

The cobblestone streets of 19th-Century Gotham. A massive
EXPLOSION blows open one wall of a municipal building, and
total CHAOS erupts: fires starting, BYSTANDERS screaming,
POLICE rushing to the scene...

TIPTREE
In 1880 the Gotham City Treasury was
looted. It was a fantastic operation --
perfect military precision. The robbers
made off with milllons in gold and silver
bullion...

A HORSE-DRAWN CART weighted down with gold bricks careens
around a corner. Atop it are two men in MASKS, firing a
GATLING GUN into the crowd. POLICE and ONLOOKERS tumble to
the pavement, shot dead, as ANOTHER CART emerges from the
wreckage of the treasury and takes off in the opposite
direction.

FLASHBACK - PROCESSED FOOTAGE (MOS)

CITY OFFICIALS in a boardroom trading papers back and forth,
arguing furiously with five calm, distinguished-looking GENTS
-- one of whom is the bushy-bearded Civil War hero GEN. OLIVER
WAYNE.

TIPTREE (V.O.)
The city was going under. Bankrupt...
until five rich men stepped in to bail it
out. In exchange they took the land
rights, the mineral rights, the service
contracts --

BACK TO SCENE - ON BRUCE AND TIPTREE

BRUCE
The Five Families.

TIPTREE
Our ancestors. They bought Gotham City --
carved it up and ran it into the ground.
In five years they were rich beyond
imagining.
(pause)
We've just been following in their
footsteps. And in all this time no one's
ever suspected --

BRUCE
-- that they were the ones behind the
robbery?

FLASHBACK - PROCESSED FOOTAGE (MOS)

The FIVE PATRIARCHS in front of a roaring fireplace at Wayne
Manor, raising a celebratory toast. CAMERA PANS OVER to a
nearby table; on it rest FIVE RAVEN STATUETTES.

TIPTREE (O.S.)
They had five ravens made. Five ravens
which -- combined -- would reveal the
location of the treasure they'd stolen.
(beat)
But they never touched it. They never
needed to. It's still there to this day.

BACK TO SCENE - ON BRUCE AND TIPTREE

TIPTREE
The ravens, and the secret -- have been
passed down through generations. Father
to son...
(shaking his head)
Your father -- died before he could tell
you.

BRUCE
So they stole his piece of the puzzle.

TIPTREE
Yeah. I've got it, Bruce, and I'm going
to hand it over. He's right, you know.
We've all been feeding -- feeding on the
soul of Gotham...

BRUCE stares at him, stony-faced. There's one part of the
story that doesn't quite add up.

BRUCE (cont.)
I don't believe you, Elliott. My father
was a decent man -- an honorable man. He
would never have taken part in a scheme
like this.

TIPTREE
It wasn't his doing, Bruce. It was --

BRUCE
That doesn't matter. If he knew that his
fortune was based on a crime -- a crime
against the city...
(violently)
Reputation or not, he would've tried to --

TIPTREE
Christ, Bruce! Do you want me to spell it
out for you?!?

BRUCE backs off. An awful shiver of anticipation runs down
his spine.

TIPTREE (cont.)
He was a decent man. He was an honorable
man. That's why they had him killed.

CAMERA ZEROES IN ON BRUCE'S HORRIFIED FACE as we get a

SERIES OF SHOTS

Quick, almost subliminal glimpses of BRUCE's primal trauma: a
MUGGER snatching at his mother's necklace. THOMAS WAYNE
lunging at him. The young JACK NAPIER firing at THOMAS.
PEARLS showering down on the rain-drenched sidewalk. A second
bullet felling his MOTHER --

-- and finally, young BRUCE himself, face wracked with PAIN
and GRIEF --

BACK TO SCENE - ON BRUCE

-- an expression which perfectly matches the one which the
adult BRUCE is wearing as he relives it all thirty years
later. Staggered and glassy-eyed, he stares off into space as
TIPTREE finishes his tale.

TIPTREE
They killed him...to protect their secret
...and now the bill's come due. Now the
bill's come due.

CUT TO:

EXT. WAYNE MANOR - ESTABLISHING - TOWARD DUSK

The wrought-iron gate outside BRUCE's vast estate -- and
beyond it, Wayne Manor itself, rising bold and stately against
the setting sun. A COUNTY SHERIFF'S CAR cruises past...

INT. WAYNE MANOR - BRUCE'S BEDROOM - THAT MOMENT

BRUCE lies motionless on his bed. Scattered about him are
SCRAPBOOKS, FAMILY PHOTOS and yellowed NEWSPAPER CLIPPINGS
which describe the murder of his parents. Disoriented, he
gazes about aimlessly at his familiar surroundings -- which no
longer seem quite so familiar...

He folds his arms formally across his chest and stares up at
the ceiling, inert, as if the very weight of his heritage is
crushing him down. Somewhere, a PHONE RINGS. He makes no
move to answer it.

INT. WAYNE MANOR - KITCHEN - DUSK

VICKI's at the kitchen table drinking coffee. ALFRED, who's
in his apron preparing dinner, picks up the ringing phone.

ALFRED
Thank you, yes, everything's fine. I'll
expect your next call in an hour.
(hanging up; to VICKI)
The police are becoming an awful nuisance.

VICKI
I feel so awful for him, Alfred. There
must be something we can do.

ALFRED
I realized long ago -- that there are
places in Mr. Wayne's heart which no one
will ever penetrate -- or share.
(pause)
He loves you, Miss Vale. But in certain
ways he will always be alone.

BRUCE (O.S.)
...Thanks for the testimonial.

ALFRED turns and sees BRUCE standing in the doorway, staring
at him. He starts to say something, but thinks better of it.
He returns to his dinner preparations as BRUCE sits down
across from VICKI. She extends a hand and he takes it --
making a visible effort to hold himself together.

BRUCE
Tiptree's planning some kind of rendezvous
with 'Batman.' I think Batman ought to be
there when it happens.

ALFRED
I see, sir. When shall we expect you
back?

BRUCE
Get your cap. You're driving.

INT. TIPTREE'S BROWNSTONE - NIGHT

It's late, and the house is dark as TIPTREE treeds silently
downstairs carrying an OVERSIZED SUITCASE. The lights are on
in the kitchen, where the COPS are playing poker and watching
TV.

INT. PARLOR - A MOMENT LATER - NIGHT

CHRISTMAS TREE LIGHTS twinkle in the darkness. TIPTREE kneels
beside the tree and digs around among the packages. He pulls
out an OBLONG GIFT BOX with a tag addressed "TO DADDY -- FROM
SANTA."

With a glance back at the kitchen, he soundlessly unwraps the
package -- and opens it to reveal a matched set of RAVEN
STATUETTES. He transfers them to the big suitcase -- then
slinks into the hallway...

INT. BEDROOM ACROSS STREET - THAT MOMENT - NIGHT

The two STAKEOUT COPS are chuckling at a Charlie Brown
Christmas special on a portable TV. One of them glances out
the window and sees a man in a topcoat emerging from the
brownstone, SUITCASE in hand...

STAKEOUT COP I
Shit -- that's Tiptree!!

The COP grabs for his WALKIE-TALKIE.

EXT. STREET OUTSIDE BROWNSTONE - THAT MOMENT - NIGHT

TIPTREE is halfway down the block when two COPS burst out of
the brownstone.

COP
Mr. Tiptree! What the hell are you --

HEADLIGHTS FLASH ON as the SURVEILLANCE CAR revs its engine.
TIPTREE breaks into a RUN -- and the COPS from the brownstone
follow suit. At the end of the block he vanishes down a
SUBWAY ENTRANCE.

INT. SUBWAY STATION - THAT MOMENT

A VIOLINIST is panhandling outside the token booth as the COPS
come racing down the stairs. The COPS trip over his open
violin case, scattering small change across the conrete floor.
They flash their badges at the booth and VAULT OVER THE
TURNSTILE --

-- just in time to see TIPTREE, with his SUITCASE, scuttling
down a stairway which leads to the train platform below.

INT. SUBWAY PLATFORM - A MOMENT LATER

TIPTREE steps onto an EXPRESS TRAIN. The doors slide shut
behind him -- and the hapless COPS curse under their breath as
he rolls off.

COP
We've gotta get back to the radio.

INT. SUBWAY CAR - A MOMENT LATER - MOVING

TIPTREE takes an open seat and looks around apprehensively.
Being fabulously rich, be's probably ridden the subway twice
in his life -- and at this time of night, EVERY FACE in the
sparsely-populated car looks vaguely menacing. Derelicts,
prostitutes, teen-gang members -- ALL OF THEM eye this well-
heeled stranger with intense curiosity as he clutches his
suitcase and stares anxiously at the floor...

An ODD, GAUNT FIGURE enters at the end of the car. It's a
DEAFMUTE. He shambles down the aisle passing out little white
CARDS. One side is a guide to International Sign Language.
The other reads:

DEAF AND DUMB
PLEASE HELP -- $1.00

TWO YOUNG TOUGHS take a card and tear it in half, chuckling,
shining the DEAFMUTE on. A HOOKER, the heart-of-gold type,
stuffs a buck in his tin cup. He reaches TIPTREE and extends
a card; TIPTREE ignores him, refusing to make eye contact --

-- but the DEAFMUTE shoves the card insistently into his face.
Now TIPTREE looks up. THIS CARD bears a personalized message:

GOTHAM CENTRAL STATION
B-TRAIN WEST TO RIVERVIEW

TIPTREE's eyes widen. The DEAFMUTE -- who is in fact FRICK --
glowers down and holds out his cup. TIPTREE digs in his
pocket; the smallest bill he's got is a twenty, but he hands
it over anyway.

Smiling at this act of generosity, FRICK moves on to the next
car. TIPTREE stares down tremulously at the card. He fidgets
with his TIE CLASP -- the one BRUCE gave him earlier...

INT. LIMO - MOVING - NIGHT

TIGHT on a hand-held ELECTRONIC TRACING DEVICE. A small BLIP
moves across a shifting GRID not unlike a radar screen.

BRUCE is in the back of the limo, eyeing the tracer intently.
ALFRED's up front, at the wheel.

BRUCE
According to this, he's directly below us.

ALFRED
The subway, sir?

BRUCE
Yeah. Take a right.

INT. GOTHAM CENTRAL STATION - THAT MOMENT

It's slightly more crowded here in the hub of Gotham. TIPTREE
emerges onto the platform and spies a squad of TRANSIT COPS
thirty or forty feet away -- speaking into WALKIE-TALKIES as
they scan the crowd.

Sticking close to the tracks, he turns swiftly toward the
nearest stairway -- blending in with the crowd, trying to hold
the SUITCASE out of view.

INT. LOWER PLATFORM - A MINUTE LATER

TIPTREE IS RUNNING for the B-train just as the doors begin to
close. He manages to thrust the suitcase inside -- but the
doors SLIDE SHUT on his hand, and he DROPS IT. He stands
there on the platform, his face turning BONE WHITE as the
train lurches forward...

False alarm. The train stops, and the doors hiss open again.

INT. SUBWAY CAR - MOVING - A MOMENT LATER

TIPTREE clambers aboard with a severe case of palpitations.
As the train pulls out, a couple of rough-looking but helpful
STREET TYPES show him to a seat and hand him his precious
suitcase. He sits there panting...

Moments later, a DEAFMUTE enters the car. TIPTREE does a
take: it's the exact same guy who was riding the other line!
Of course, he doesn't know about Frick's malignant twin --
FRACK...

WIPE TO:

INT. LOCAL STOP - TEN MINUTES LATER - NIGHT

Having changed trains twice more since we left him, TIPTREE
debarks at a deserted local stop. The station is EMPTY except
for one other passenger, who's gotten off here as well -- a
WOMAN in a long fur coat.

TIPTREE WATCHES as she approaches on her way to the stairwell,
STILLETO HEELS clicking across the floor. There's something
familiar about her -- but she's wearing a big, broad-brimmed
hat, and she TILTS IT DOWN as she passes, obscuring her face.
It is, of course, SELINA...

TIPTREE stands there expectantly with his suitcase, awaiting
further instructions. They aren't long in coming. A BLACK
MYNAH BIRD swoops out of the tunnel, lands on the platform,
and STRUTS in front of him.

MYNAH
FOLLOW ME. AWWWKK! FOLLOW ME.

The bird flutters its wings and takes off again -- INTO THE
TUNNEL. TIPTREE stares after it in disbelief. Then the bird
CAWS AGAIN -- its shrill voice echoing from the darkness of
the tunnel:

MYNAH (O.S.)
FOLLOW ME. AWWWKK!

TIPTREE clambers over the edge of the platform, dropping
awkwardly to the tracks below. Suitcase in hand, he begins to
walk...

INT. LIMO - MOVING - NIGHT

ALFRED tearing up the streets as BRUCE consults his tracer.

BRUCE
He's slowed down. Looks like he's under
the park.

ALFRED
How do you propose to get down there, sir?
We can't have Batman strolling up to buy a
token.

BRUCE
I know another way in.
(beat)
Step on it. They're down there waiting
for him.

ALFRED turns the limo hard right -- into GOTHAM PARK -- past
the statue of GENERAL WAYNE atop his horse...

INT. SUBWAY TUNNEL - THAT MOMENT

A LOCAL TRAIN roars by, filling the screen. When it passes,

"Batman", early draft, by Sam Hamm





BATMAN



Screenplay by

Sam Hamm



Based on the Character Created by

Bob Kane






FIRST DRAFT

October 20, 1986








FADE IN:

EXT. CITYSCAPE - NIGHT

The place is Gotham City. The time, 1987 -- once removed.

The city of Tomorrow: stark angles, creeping shadows,
dense, crowded, airless, a random tangle of steel and
concrete, self-generating, almost subterranean in its
aspect... as if hell had erupted through the sidewalks and
kept on growing. A dangling fat moon shines overhead, ready
to burst.

EXT. CATHEDRAL - NIGHT

Amid the chrome and glass sits a dark and ornate Gothic
anomaly: old City Cathedral, once grand, now abandoned --
long since boarded up and scheduled for demolition.

On the rooftop far above us, STONE GARGOYLES gaze down from
their shadowy, windswept perches, keeping monstrous watch
over the distant streets below, sightless guardians of the
Gotham night.

One of them is moving.

EXT. GOTHAM SQUARE - NIGHT

The pulsing heart of downtown Gotham, a neon nightmare of
big-city corruption, almost surreal in its oppressiveness.
Hookers wave to drug dealers. Street hustlers slap high-
fives with three-card monte dealers. They all seem to know
each other... with one conspicuous exception:

A TOURIST FAMILY, Mom, Dad, and little Jimmy, staring
straight ahead as they march in perfect lockstep down the
main drag. They've just come out of a bit show two blocks
over; the respectable theatre crowd has thinned out, and
now -- Playbills in hand -- they find themselves adrift in
the predatory traffic of Gotham's meanest street.

MOM
For God's sake, Harold, can we
please just get a taxi??

DAD
I'm trying to get a --
(shouting)
TAXI!!

Three cabs streak pass and disappear. MOM grimaces in
frustration as LITTLE JIMMY consults a subway map.

JIMMY
We're going the wrong way.

Nearby, STREET TYPES are beginning to snicker. DAD surveys
them nervously, gestures toward the subway map.

DAD
Put that away. We'll look like
tourists.

TWO COPS lean on their patrol car outside an all-night
souvlaki stand, sipping coffee and chatting with a HOOKER.
The HOOKER smiles at JIMMY. JIMMY smiles back. MOM yanks
him off down the street and glowers at DAD.

DAD (cont.)
We'll never get a cab here. Let's
cut over to Seventh.

JIMMY
Seventh is that way.

DAD
I know where we are!

EXT. SIDE STREET - THAT MOMENT - NIGHT

A deserted access street, sidewalks lined with the husks of
stripped-down cars. MOM, DAD, and JIMMY take a deep breath
and march down the darkened street. A VOICE startles them.

VOICE
Hey, mister. Gimme a dollar?

The VOICE belongs to a DERELICT -- nineteen or twenty,
acne-scarred -- who sits between two garbage cans, his palm
uplifted. His ratty t-shirt reads: 'I LOVE GOTHAM CITY.'

MOM, DAD, and JIMMY pause for the merest of seconds, then
move on -- pretending not to hear.

DERELICT
Mister. How about it. One dollar?
(standing up)
One dollar, man. Are you deaf?
Are you deaf? -- Do you speak
English??

By now the TOURISTS are halfway across the street.
Mercifully, the DERELICT doesn't seem to be following.

They pick up their pace. They don't see the SHADOWY FIGURE
in the alleyway. They don't see the GUN until a gloved hand
brings it down, butt-first, across the back of DAD's neck.

DAD crumples. MOM grabs JIMMY and backs up against a brick
wall, too terrified to scream. The DERELICT races across
the street to join his confederate, the STREET PUNK, who's
already searching for DAD's wallet.

MOM's mouth opens in panic. They can see she's about to
snap -- so the STREET PUNK, still in a crouch, trains his
gun on JIMMY.

STREET PUNK
Do the kid a favor, lady. Don't
scream.

The poor woman is utterly horrified. TEARS stream down her
face. But she keeps her wits about her, stifles the urge to
shriek, and hustles JIMMY off down the street.

The two PUNKS watch them break into a run -- then chuckle,
slap hands, race off in the opposite direction.

EXT. ROOFTOP - NIGHT

Six stories up. The PUNKS -- NICK and EDDIE -- hunker down
on the tar-and-gravel roof, sizing up their take.

NICK
(emptying the wallet)
All right. The Gold Card.
(tossing the credit card
in EDDIE's face)
Don't leave home without it.

A chill wind whips across the roof as NICK extracts the
cash and begins to count it. There's a distant, indistinct
CLANG: metal on metal. EDDIE hears it and tenses up.

EDDIE
Let's beat it, man. I don't like
being up here.

NICK
What, scared of heights?

EDDIE
I dunno, man. After what happened to
Johnny Gobs --

NICK
Look, Johnny Gobs got ripped and
walked off a roof, all right? No big
loss.

EDDIE
That ain't what I heard. That ain't
what I heard at all.
(beat)
I heard the bat got him.

NICK
Gimme a break, will you? Shut up...

EDDIE
Five stories, straight down. There
was no blood in the body.

NICK
No shit. It was all over the
pavement.

NICK has no patience with campfire tales -- but here on the
roof, in the pale moonlight, he can't ignore the slight
tingle at the base of his spine...

EDDIE
There was no blood, man.
(beat)
My brother says... all the bad things
you done... they come back and
haunt you...

NICK
Listen to this. How old are you?
There ain't no bat.

EDDIE
My brother's a priest, man.

NICK
No wonder you're such a chickenshit.
Now shut up.
(conclusively)
There ain't no bat.

As they speak our attention shifts to a point at the
opposite corner of the roof, some fifteen yards away...
where, at the end of a line, a STRANGE BLACK SILHOUETTE is
dropping slowly, implacably, into frame...

EDDIE
You shouldn'ta turned the gun on
that kid, man. You shouldn'ta --

NICK
Do you want this money or don't
you? Now shut up! Shut up --

BOTH PUNKS FREEZE at the sudden, inexplicable sound of
BOOTS CRUNCHING ON GRAVEL. They turn slowly. Their JAWS
DROP.

Standing at the edge of the roof, bathed in moonlight, is a
BLACK APPARITION. IT DOES NOT MOVE.

EDDIE stands rooted to the spot, a choked gurgle in his
throat, as if he's just seen his own death. The BLACK
FIGURE advances, spreading its arms. Or rather, its WINGS:
GREAT BLACK BATWINGS, flapping in the wind.

NICK drops to the gravel, gropes for the gun, brings it up.

And still the BLACK FIGURE draws closer, deliberate,
menacing. On its chest: THE EMBLEM OF A BAT, in an oval
yellow field, glowing like a target in the darkness...

NICK FIRES TWICE. TWO CLEAN HITS. The strange black figure
is knocked bodily to the roof.

Trembling, sweating buckets, NICK gets to his feet. He
whacks a motionless EDDIE on the arm --

NICK (cont.)
I'm gettin' outta here.

-- and bends to retrieve his loot. EDDIE lets out a
strange, pre-verbal squeal...

... and NICK sees THE HUMAN BAT, BACK ON ITS FEET,
NIGHTMARISH, UNDEAD, MOVING SLOWLY AND INEVITABLY CLOSER.

Panic. Sheer, raw, unrelenting panic. Stolen money flutters
out of NICK's hands. He scuttles around the periphery of
the roof, his feet skidding on the gravel as he searches
for a way down. The BLACK SPECTRE is blocking his path to
the fire escape. Trapped like a rat, NICK FIRES WILDLY.

EDDIE is frozen in place, his eyes glazed over, his face
drained of blood. The BAT treads calmly past. A LEG snakes
out. A BLACK BOOT catches EDDIE high on the chest --

-- LIFTS HIM CLEANLY OFF HIS FEET --

-- AND SENDS HIM FLYING THROUGH THE AIR. EDDIE slams into a
brick chimney and slumps to the roof unconscious, a broken,
weightless puppet.

THIS ACTION IS SO SMOOTH, SO AUTOMATIC, THAT THE BAT DOES
NOT EVEN BREAK HIS STRIDE. NICK sees his chance and CHARGES
past the black wraith, scrambling toward the fire escape...

A GLOVED HAND slices through the air, and NICK pitches
forward, his legs ensnared in a tangle of WIRES. Screaming
now, he drags himself across the gravel roof, the looming
figure of the BAT at his heels...

... until there's no place left to go. NICK cowers against
the ledge, his pants torn, his hands and knees bloody. He
has dissolved into total mindless hysteria.

Almost by reflex, NICK keeps shooting. He'd do better if he
could manage to open his eyes. By now the hammer is falling
on an empty chamber, but NICK continues, obsessively, to
pull the trigger. He weeps; he moans; he wails...

THE BAT grabs a fistful of NICK's shirt, and with
supernatural ease HOISTS HIM into the air.

NICK (cont.)
Don't kill me... don't kill me...

When NICK finally opens his eyes, he realizes THE BAT is
standing on the ledge of the roof -- HOLDING HIM OUT, at
arm's length, over six stories of nothingness.

The gruesome black apparition speaks, in a rasping whisper:

BATMAN
I won't kill you. I want you to do
me a favor.

NICK looks down. Far, far below, CARS wink silently past.

He looks up. And sees, in the mirrored lenses where
BATMAN's eyes should be, the twin reflections of his own
stricken face.

BATMAN (cont.)
Tell your friends. Tell all your
friends.

NICK HOWLS. Almost as an afterthought, THE BATMAN heaves
him roughly back onto the roof. And then -- casually,
without a moment's hesitation -- STEPS OFF THE LEDGE OF THE
ROOF, INTO MIDAIR.

Trembling, NICK crawls to the ledge and looks over...
finding ABSOLUTELY NO TRACE of the Batman.

NICK is still screaming as we PAN UP to the bilious yellow
globe of Gotham's moon. MAIN CREDITS ROLL:

BATMAN

CUT TO:

INT. GOTHAM CITY DEMOCRATS' CLUB - NIGHT

An oversized CAMPAIGN POSTER fills one wall: "A NEW GOTHAM.
HARVEY DENT FOR DISTRICT ATTORNEY". We TILT DOWN to find
the man himself, determined, dynamic HARVEY DENT,
addressing a crowd from behind his podium.

DENT
... it is no longer enough to go
after the small-time punks and petty
criminals who infest the streets of
Gotham City. Crime and corruption
must be attacked at the root!

ANOTHER ANGLE - THE AUDIENCE

Civic-minded politicos decked out in fund-raiser finery.
They applaud DENT's tough talk wildly. They've just shelled
out $500 a plate for a chicken dinner, and by God they're
going to enjoy this.

Tuxedoed WAITERS move among the tables, deftly refilling
water glasses. As they do, we SEE an EMPTY PLACE SETTING --
the only one in the hall. Some well-meaning moneybags has
laid out half a grand and then neglected to show up.

The engraved placecard reads: BRUCE WAYNE.

ANGLE ON DENT

DENT
If elected, my first act as district
attorney will be to return an
indictment against Boss Carl
Grissom!

CUT TO:

INT. APARTMENT - NIGHT

A woman's apartment, decorated in pastel pinks and mauves.
Original paintings and sculptures everywhere. The place
reeks of money.

In the foreground: a MAN'S HAND, long, elegant, manicured.
Manipulating a DECK OF CARDS, doing a one-handed shuffle
with extraordinary finesse.

In the background: a TV set tuned to the 11 o'clock news,
with highlights of HARVEY DENT's campaign speech.

DENT
(on the TV screen)
Together we can make Gotham city a
safe place for decent people to live
and work and play.

THE HAND sets the deck on an end table, raps it twice,
turns up four aces off the top. This most unusual deck
sports a .22 calibre BULLET HOLE straight through the
middle.

JACK NAPIER
Decent people shouldn't live here.
They'd be much happier someplace
else.

JACK NAPIER, 32, is right-hand man and chief enforcer to
Boss Carl Grissom. His features are delicate, almost
feminine, and he takes a vain, gangsterish pride in his
appearance. He is also absolutely merciless.

He trains a cold eye on DENT's televised image as ALICIA
HUNT -- 26, beautiful, Carl Grissom's kept woman -- glides
over in her negligee and snuggles up.

ALICIA
Anything new?

JACK
The usual gas. If this clown could
lay a hand on Grissom... I would've
had to kill him by now.

ALICIA finds JACK's necktie draped over a nearby chair. She
begins knotting it playfully about his neck.

ALICIA
If Grissom knew about us... he
might kill you.

JACK seems uninterested in her affections. His eye darts
back and forth between the TV and his own reflection in a
nearby vanity.

JACK
Don't think so, angel. I'm too
valuable. That's the way I've
planned it.
(pause)
And besides, he doesn't know.

JACK checks his watch, reaches for his topcoat, and stands
in front of the vanity. He runs a hand through sculpted
hair, checks out his Albert Nipon ensemble.

ALICIA
You look just fine, Jack.

He smiles at himself before turning to the door.

JACK
... I didn't ask.

CUT TO:

EXT. ALLEYWAY - NIGHT

The scene of the earlier mugging, a half-block off Gotham
Square. Only now, the deserted alleyway is a beehive of
activity: police cars, an ambulance, a forensics van.

EDDIE THE PUNK goes past on a stretcher, catatonic.
Watching him are a porcine cop, LT. ECKHARDT, and a POLICE
MEDIC.

MEDIC
That one there won't say a word. The
other one's raving his head off.

ECKHARDT
Variety, huh? The spice of life.

At the mouth of the alley, we find ALEXANDER KNOX --
thirty, hyperactive, a crime reporter for the Gotham
Gazette. At the moment, he's chatting with a uniformed
PATROLMAN.

PATROLMAN
They found him hugging a drainpipe.
He was scared to come off the roof.

KNOX
Great, but tell me: is this another
you-know-what? 'Cause if so, it's
the third one this week.

PATROLMAN
(testily)
I dunno. What's "what"?

KNOX
Good answer. I'm gonna put you in
for a commendation.

KNOX spots ECKHARDT and the MEDIC, waves cheerily, and
saunters down the alley. ECKHARDT curses under his breath.

ECKHARDT
Oh Christ, it's Knox.

KNOX
Hiya, gents. This anything I should
know about?

ECKHARDT
Nothing out of the routine.

At this exact moment two uniformed PATROLMEN drag a brain-
fried NICK past the mouth of the alley.

NICK
A bat, I tell you, a giant bat!
He wanted me to do him a favor...!

KNOX tilts one eyebrow. ECKHARDT and the MEDIC trade
disgusted looks.

KNOX
No offense, boys, but these guys are
seeing something up there.

ECKHARDT
No comment. Print what you like.

KNOX
Come on. One question. Is there a
six-foot bat in Gotham City?

KNOX's tone is jokey, but only half-jokey. ECKHARDT snorts
in disgust and turns away. KNOX shouts after him:

KNOX (cont.)
If so, is he on the police payroll?
If so, what's he pulling down after
taxes?

EXT. STREET - THAT MOMENT - NIGHT

We pick up LT. ECKHARDT as he emerges onto the side street.
He's headed for his car when he spies a STRETCH LIMO idling
across the street. Leaning on the hood, waving hi, is the
dandyish JACK NAPIER -- flanked by two impressive GOONS.

ECKHARDT throws a nervous glance back in KNOX's direction.
He turns left, gestures to JACK to meet him farther up the
block. By the time he reaches the corner JACK has swaggered
up alongside him.

ECKHARDT takes a fat brown envelope from JACK and stuffs it
quickly in his coat.

JACK
You didn't show up.

ECKHARDT
We had another bat sighting.

JACK
I'm sure that was vitally important.
Listen: things are heating up.
Someone is leaking information to
Harvey Dent.

ECKHARDT bristles. There's no love lost between these two.

ECKHARDT
I'm doing the best I can. If it's a
problem --

JACK
Eckhardt... our problems are your
problems.

ECKHARDT
I'll work on it.

JACK reaches out and grabs ECKHARDT by the lapels of his
topcoat -- an Italian job, obviously expensive. He rubs the
material between his fingers.

JACK
Very nice, Lieutenant. But a little
ostentatious on a cop's salary,
don't you think?

ECKHARDT
(knocking his hands away)
I answer to Grissom, punk. Not to
you.

JACK
You're a smart boy, Eckhardt. You
should be thinking about the future.

ECKHARDT laughs in his face.

ECKHARDT
Ambition.
(nodding his head)
Forget it, Jack. You'll never run
that organization.

JACK
And why's that?

ECKHARDT
You're a psycho, friend. You're an
A-one crazy boy and Grissom knows
it.

JACK lashes out and BACKHANDS ECKHARDT across the face. The
fat cop, stunned, turns bright red and CHARGES JACK.

JACK claps a hand on ECKHARDT's face and shoves him back
full-force. The cop sprawls on his ass in the doorway of an
all-night Cuban-Chinese restaurant.

By now PATRONS are staring out of the restaurant windows.
ECKHARDT is livid. His hand goes instinctively to his gun.

JACK
Here. Use mine.

JACK pulls an automatic from his pocket and tosses it in
ECKHARDT's lap. He looks down and laughs, daring ECKHARDT
to pick it up -- just as the two enormous GOONS from the
stretch limo appear behind him for reinforcement.

ECKHARDT wipes blood from his mouth as JACK -- an A-one
crazy-boy grin on his face -- reaches down for the gun.

JACK (cont.)
It's all right, boys. Lt. Eckhardt
here is a good cop. A real good cop.
(pause; smiling)
Inexpensive.

DISSOLVE TO:

INT. GOTHAM GLOBE - CITY ROOM - DAY

Gotham city's leading tabloid daily. COPY BOYS rush to and
fro; REPORTERS pound out articles on computer terminals.
ALEXANDER KNOX saunters in, a sheath of typed pages in his
hand, and pauses at a CARTOONIST's drawing table.

KNOX
What have you got for me, Jerry?

JERRY holds up a cartoon: a HUMAN BAT, with an awful,
fanged rodent's face, wearing a business suit. The caption
at the top reads: "HAVE YOU SEEN THIS MAN?" KNOX nods in
approval.

KNOX (cont.)
Nice, but... maybe a little more gore
on the fangs, huh?

He pats JERRY on the shoulder, moves on. A BESPECTACLED
COLLEAGUE spots him and calls out:

COLLEAGUE
Hey Knox, you got a visitor.

KNOX
I'm real busy, Clark. Be a pal and
dust him, okay?

COLLEAGUE
This one you might want to dust
yourself.

Curiosity piqued, KNOX moves toward his desk... and stops
in his tracks. Propped up on the desk are a PAIR OF LEGS.
The legs -- exceptionally nice ones -- are attached to a
WOMAN leaning back in KNOX's swivel chair, taking a nap,
her face obscured by a big outrageous hat.

KNOX
... Vicki Vale.

The hat tips back. VICKI VALE, her face framed by a shock
of bright red hair, flashes a dazzling smile. She pulls
KNOX over for a quick smooch and laughs.

VICKI
How'd you know it was me?

KNOX
Honey -- I would know any randomly
selected square inch of Vicki
Vale.
(grinning)
If I had a good enough hint.

He points at the oversized CAMERA BAG on his desk. It bears
the monogram "V.V." VICKI catches on, makes a face at him.

KNOX (cont.)
Where the hell have you been?

VICKI
A nice, restful vacation.

She reaches into the camera bag and pulls out a stack of
glossy 8x10's: COMBAT PHOTOS from some unspecified war-torn
corner of the world. KNOX leafs though them, impressed.

KNOX
God, a girl could get hurt doing
this.

VICKI
I do get hurt.

She unbuttons her sleeve, rolls it back to show KNOX a long
fresh scar on the inside of her arm. He winces -- then
points to the scar and adds, slyly:

KNOX
Got any more of those?

VICKI
Nothing I'm at liberty to reveal
here. What's new and hot in Gotham
City?

KNOX
It's too good, Vick. We got a six-
foot bat that swoops out of the
night and preys on evildoers.

VICKI
(laughing)
Evildoers, huh? Big or small?

KNOX
Small so far. I mean -- they don't
allow bats in boardrooms, do they.

VICKI
Speaking of which... I hear the
notorious Bruce Wayne is throwing a
big do for the Harvey Dent campaign.

KNOX
Yeah. Hottest ticket in town. Every
law'n'order freak in the city's
gonna be there.

KNOX suddenly freezes. It's just occurred to him that VICKI
may have a purpose in all this.

KNOX (cont.)
Wa-a-it. Vicki. You're not saying --

She reaches back into her camera bag and hands over an
INVITATION. KNOX is all but panting with excitement.

KNOX (cont.)
Aw, Vicki. Vicki!
(apprehensively)
Got a date?

She flutters her great big eyelashes, shakes her head no.
KNOX grabs her face and plants a kiss on her forehead,
nearly knocking her out of the swivel chair.

KNOX (cont.)
Vicki, baby, I love you, I've always
loved you. Will you marry me?

VICKI
(straightening her clothes)
No.

KNOX
Well, I'm starving. Will you at
least buy me a hamburger?

VICKI
Yes, but please -- be gentle.

Overwhelmed with glee, he offers her his arm.

CUT TO:

INT. PENTHOUSE - DAY

A HUGE PLATE GLASS WINDOW opens on the best view in Gotham.
This spectacular penthouse suite is just one of the power
perks available to CARL GRISSOM, kingpin of the Gotham City
rackets, fat, fifty, and utterly without charm.

GRISSOM, behind a big broad desk, addresses his LIEUTENANTS
-- a fearsome assemblage of bloodless white-collar types
and few outright goons, sprawled in chairs throughout this
makeshift 'boardroom.' The big boss waves a copy of the
Gotham Globe -- with HARVEY DENT's face on the cover.

GRISSOM
Nine points ahead in the new poll. I
don't like the way this is shaping
up.

JACK NAPIER slouches in an easy chair off to GRISSOM's
right, doing his trademark one-handed shuffle.

JACK
We can always pop him. -- Or pop
someone close to him.

LIEUTENANT
Let's feed him to the bat.

This suggestion draws CHUCKLES from several members of the
crowd. GRISSOM is unamused.

GRISSOM
He's going after our front
companies. Specifically Ace
Chemical. Which would tie us
in with Councilman Kane, Senator
Miller... on up the line.
(pause)
We have to clean out our files
before the subpoena comes down.

LIEUTENANT
How do we go? The usual fire?

GRISSOM
I'm thinking break-in. Trash the
office, remove the relevant
documents...

JACK
"Industrial espionage."

GRISSOM
That's right. And Jack --
(pause)
I'd like you to handle this
operation personally.

JACK has just turned up the third ace off the top of the
deck. His hand freezes in midair.

JACK
... Me?

At this exact moment, METAL DOORS slide back -- and ALICIA
HUNT steps out of GRISSOM's private penthouse elevator.
She's carrying a handful of SHOPPING BAGS.

GRISSOM
Hello, sweetheart. I wonder if you'd
mind waiting in the other room.

ALICIA's gaze meets JACK's as she vanishes through a side
door. The eye contact is not lost on GRISSOM.

JACK
Why do you need me to handle a
simple break-in?

GRISSOM
(emphatically)
Because I want someone I can
trust.

JACK bridles, but doesn't protest. Nervously, he turns the
fourth card off the top of the deck. It's not an ace.

It's a JOKER -- a Joker with a neat, round, .22 calibre
HOLE through its face.

GRISSOM (cont.)
We'll work out the details later.
But it's got to be soon. -- All
right, that's all for now.

GRISSOM'S CRONIES get up to go. JACK, troubled, lingers
behind a moment.

GRISSOM (cont.)
You don't mind, do you Jack? It's an
important job. I can't trust it to
somebody who'll screw up.

JACK
I understand.

GRISSOM
(smiling)
Jack. Don't forget your lucky deck.

JACK pockets the deck and leaves. GRISSOM sits behind the
big desk and GRINS WOLFISHLY.

GRISSOM (cont.)
My friend, your luck is just about
to change.

He reaches for the phone. ALICIA appears in the doorway
nearby, modeling her new purchases for him. He smiles
coolly at her as he speaks into the receiver.

GRISSOM (cont.)
Get me Lieutenant Eckhardt.

CUT TO:

EXT. WAYNE MANOR - ESTABLISHING - NIGHT

A vast, rambling mansion on sixty wooded acres a half-
hour's drive from Gotham: old money, and how. Out front, a
team of red-jacketed VALETS are parking expensive cars.

INT. BALLROOM - NIGHT

A DEALER'S HAND pushes cards out of a shoe (the card kind,
not the Florsheim kind). It's casino night at Wayne Manor;
the ballroom has been outfitted with roulette wheels,
blackjack tables, etc., and the various members of Gotham's
power elite are happily -- and legally -- throwing money
into Harvey Dent's campaign kitty.

DENT himself is surrounded by a gang of political cronies,
telling jokes, calling in favors. VICKI's off in another
group, looking luscious, drawing compliments from big shots
and envious, furtive glances from their wives. And, in a
corner of the room, all alone in his cheap suit, stands
ALEXANDER KNOX -- staring inquisitively up at the ceiling.

A butler, ALFRED, appears alongside KNOX with a trayful of
champagne glasses. He too looks up at the ceiling.

KNOX
How high up would you say that is?

ALFRED
I'd say about thirty feet, sir.

KNOX
You know, if you cut your bathroom
in half, you'd have my apartment.

ALFRED
Which bathroom is that, air?

KNOX
The small one.

KNOX takes a drink and ALFRED moves on. A moment later,
VICKI detaches herself from her little circle of admirers
and hooks up with KNOX.

KNOX (cont.)
Man, I feel like Robin Leach. You
actually know all these people?

VICKI
Some. I am a rich bitch, remember.
(pause)
I'm quoting.

KNOX winces at the reminder. She smiles and takes his arm.

KNOX
Yeah, I guess we move in different
circles. -- Though I did meet a
one-eyed pimp last week.

ANGLE ON JAMES W. GORDON

Gotham's Police Commissioner, a distinguished-looking gent
in his late fifties. He's at a craps table, blowing into
his fist. ONLOOKERS root him on as he lets the dice fly.

Snake eyes. Crapped out. GORDON passes the dice as KNOX and
VICKI wander up alongside him.

KNOX
Commissioner Gordon! What do you
hear from our pointy-eared friend?

KNOX puts his hands up behind his head and wiggles his
fingers -- like little bat ears. GORDON groans.

GORDON
Knox, for the ninth time, and you
can quote me -- there is no bat.

KNOX
Aww, Commissioner. There's gotta be
one honest cop in Gotham city.

HARVEY DENT is working the room. He ambles up, claps a
friendly hand on GORDON's shoulder.

DENT
How's your luck, Jim?

KNOX
Mr. Dent. What's your stand on
winged vigilantes?

DENT exchanges a meaningful look with GORDON.

DENT
Mr. Knox, I think we have enough
real problems in this city without
worrying about ghosts and goblins
and Halloween characters.

CUT TO:

EXT. ACE CHEMICAL CO. ESTABLISHING - NIGHT

A NEON SIGN reads: "ACE CHEMICAL. FOR A MODERN TOMORROW."
From the SIGN we pan over to a METAL SLUICE GATE -- dumping
TONS of CHURNING TOXIC SLUDGE into Gotham's East River.

INT. VAN - THAT MOMENT - NIGHT

TIGHT ON the rear-view mirror. JACK NAPIER is meticulously
applying BLACK CAMOUFLAGE PAINT to his face. He could be
getting ready for a date.

The van is parked outside a chain-link fence which
surrounds the Ace Chemical complex.

JACK'S POV - THROUGH WINDSHIELD

The SECURITY GUARD in a glass booth at the entrance to the
parking lot. ONE OF JACK'S BOYS creeps up behind the booth
and takes the GUARD out.

INT. VAN - ON JACK

He turns the key in the ignition, shifts into first.

CUT TO:

INT. WAYNE MANOR - NIGHT

KNOX and VICKI are taking an unauthorized tour of BRUCE's
house, wandering through rooms decorated in wildly
divergent motifs, eyeing an astounding collection of
artworks and antiques from every corner of the world.

KNOX
My question is, where does one man
get all this junk.

VICKI
All over the world. They say he
spends most of the year overseas --
until recently, anyway.

KNOX
Holy shit...

KNOX goes goggle-eyed as they enter the LIBRARY.

INT. BRUCE WAYNE'S LIBRARY - NIGHT

KNOX (cont.)
... We found the arsenal.

One wall is lined to the ceiling with leather-bound
volumes. On the other walls hang EXOTIC WEAPONS. Halberds.
Maces. Blowguns. Bolas. Thugee ropes and samurai swords...
every arcane implement of death the human mind has ever
devised. KNOX lets out a low whistle.

KNOX (cont.)
This guy has just gotten
interesting. What else do you know?

VICKI
Just what I've heard. Rich.
Reclusive. Old money and lots of it.

KNOX
Likes to kill?

VICKI
(smiling)
Women find him magnetic.

KNOX
I bet they like him for his big
charity balls.

VICKI
That, and the sweet smell of two
hundred million bucks.

KNOX
Well, you know me. The more they've
got, the less they're worth.
(scanning the room)
This guy must be the most worthless
man in America.

Just then, A VOICE FROM BEHIND intrudes.

BRUCE WAYNE
You disappoint me. Why not the
world?

KNOX turns. We get our first good look at the smiling face
of BRUCE WAYNE: 32, tall, athletic, impeccably mannered...
and intensely handsome.

KNOX
I assume in my usual charming manner
I've just insulted the host.
(extending a hand)
Alexander Knox.

BRUCE
Bruce Wayne. -- I've read your work.
I quite like it.

KNOX
Great. Give me a grant.

BRUCE
I might consider it if you introduce
me to Miss Vale.

KNOX blinks at VICKI. BRUCE already seems to know who she
is. KNOX shrugs and forges bravely ahead:

KNOX
"This is Miss Vale." -- That felt
redundant.

BRUCE
(to VICKI)
You're just back from Corto Maltese.
I saw your combat photos. Quite a
departure for you.

VICKI
That's intriguing. They haven't been
published yet.

BRUCE smiles and ignores the implied question.

BRUCE
... You have an extraordinary eye.

He's laying on the charm now. KNOX, his territorial
instincts aroused, pipes up:

KNOX
Some people think she has two.

VICKI shoots KNOX a sidelong glance:

VICKI
Don't mind my friend. He's a little
nervous tonight.

KNOX, chastened, calls off the dogs and sizes up his
competition. BRUCE is charming, all right, but there's
something formal, maybe even calculating about it -- he
could be reading his clever remarks off cue cards. It's
almost as though he's an actor doing a brilliant imitation
of charm.

This is a man who thinks three moves ahead. KNOX doesn't
like him. But VICKI -- who's used to seeing male charm
turned on and off, at will -- doesn't seem to mind at all:

VICKI (cont.)
This is an amazing house. I'd love
to shoot it sometime.

BRUCE
I don't... seek publicity. -- Will
you be staying in Gotham for a
while?

VICKI
As far as I know.

BRUCE
Good. Then with any luck we'll run
into each other.

Suddenly ALFRED, the butler, appears in the doorway behind
them. He clears his throat. BRUCE turns.

ALFRED
Excuse me, sir. Commissioner Gordon
was compelled to leave -- very
unexpectedly. He asked me to convey
his regrets.

BRUCE
Thank you, Alfred.
(to VICKI)
I hope you'll excuse me. It was a
great pleasure meeting you.
(to KNOX)
And you.

Without bothering to shake hands BRUCE does a sharp 180 and
strides hurriedly out of the room.

KNOX
I know the rich are different, but
that guy is real different.

VICKI, staring off after BRUCE, doesn't seem to hear him.

KNOX (cont.)
Hello? Vicki?

VICKI
Oh. Sorry. I was thinking.

KNOX
What were you thinking?

VICKI
Yum, yum.

KNOX
Well, he must like the way he
looks. He's got a mirror in every
room.

And indeed, the two of them are standing before an enormous
WALL MIRROR, eight feet wide, running from floor to
ceiling.

VICKI
I get it. Bruce Vain.

She pokes KNOX. He groans at the dumb pun. And suddenly we

CUT TO:

REVERSE ANGLE - THROUGH THE MIRROR

looking DOWN ON KNOX and VICKI -- THROUGH ONE-WAY GLASS --
as they continue to chat. Behind the mirror... recording
everything that happens in the room... is a small, silent,
state-of-the-art SURVEILLANCE CAMERA.

CLOSEUP - VIDEO MONITOR

showing KNOX and VICKI in the library. CAMERA PULLS BACK to
reveal that the screen we're watching is only one in a
whole vast bank of video monitors. From this control
center, we can see everything that's happening in the
house.

Now we ZERO IN on a single screen: GUESTS moving backward,
with exaggerated speed, as a videotape REWINDS.

At the panel, BRUCE WAYNE hits a button. And now we see
COMMISSIONER GORDON talking to a uniformed POLICEMAN.

PATROLMAN
... anonymous tip. Tonight. The Ace
Chemical Company.

GORDON
(obviously agitated)
Good Lord, it we could put our hands
on Jack Napier... Why wasn't I told
about this? Who's in charge of
the --

PATROLMAN
Lt. Eckhardt, sir.

GORDON
Eckhardt. Oh my God...

And suddenly COMMISSIONER GORDON is grabbing for his coat.
The monitor goes black. BRUCE reaches up, loosens his tie.

CUT TO:

EXT. ACE CHEMICAL CO. - PARKING LOT - NIGHT

UNMARKED POLICE CARS are pulling into the lot, headlights
off. ECKHARDT circulates among his ARMED SWAT TEAM, handing
out xeroxed copies of a PHOTOGRAPH.

The PHOTOGRAPH is a full-face shot of JACK NAPIER.

ECKHARDT
Shoot to kill.

INT. ACE CHEMICAL - FILE ROOM - NIGHT

SPARKS FLY. A SAFECRACKER, in welder's mask, trains a
blowtorch on the office safe. Behind him, JACK'S HOODS are
at work on the filing cabinets.

The SAFECRACKER kills his blowtorch and opens the metal
door of the safe, giving JACK a good look at its contents:

SAFECRACKER
... Empty.

HOOD I
Just like the file cabinets.

HOOD II
I don't get it. If this place is
cleaned out already, what do we need
five men?

JACK shakes his head. His boys are antsy, ready to mutiny.
By now it's depressingly obvious: they've been set up.

Then, as if they needed any proof -- a SIREN blares
outside.

EXT. ACE CHEMICAL - NIGHT

ECKHARDT'S SWAT TEAM goes wide-eyed as a CONVOY OF POLICE
BLACK-AND-WHITES roars into the Ace parking lot. UNIFORMED
COPS pile out of their squad cars, relieving the SWAT TEAM.
ECKHARDT goes livid as COMMISSIONER GORDON approaches.

ECKHARDT
What are you trying to do, blow the
collar?

GORDON
(to SWAT TEAM)
You men are dismissed. We'll take
over from here.
(to UNIFORMED COPS)
Any man who opens fire on Jack
Napier... will answer to me.

ECKHARDT tries to slink off. GORDON grabs him roughly.

GORDON (cont.)
You. Stick around.

INT. ACE CHEMICAL - THAT MOMENT

JACK and his HOODS ducking out of the office. It's two
stories above the refinery floor, accessible by a network
of steel ladders and CATWALKS running between the walls.

Down below, a CORRUGATED METAL DOOR begins to rise.

COP
Freeze!

One hood goes into a crouch and OPENS FIRE. Half of his
colleagues dive back into the office, looking for a rear
exit. The others take off across the CATWALKS.

ANGLE ON GORDON

standing in the doorway as his MEN rush into the building
and take their places behind heavy machinery. SHOTS RING
OUT as the HOODS scatter.

ECKHARDT
(snidely)
Nice work, Commissioner.

GORDON
I'm in charge here. Not Carl
Grissom.

INT. HALLWAY - THAT MOMENT

TWO HOODS run down a tiled corridor in the office section
of the complex. They're almost at the end of the hall when
a CAPED BLACK SHADOW steps into their path.

It stands there, motionless. EXTENDS ITS ARMS -- like giant
WINGS -- revealing the yellow-and-black insigne on its
massive chest. BATMAN.

One millisecond later, the shocked HOODS are racing back in
the opposite direction.

THE BATMAN flings a handful of STEEL BALL-BEARINGS across
the tiled floor. HOOD I tumbles to the floor and lands
hard, losing his breath. HOOD II rolls and pulls a GUN.

BATMAN hurls a BOOMERANG -- its edges scalloped, like a
bat's wing. HOOD II finds his gun hand PINNED TO THE WALL
by the twin prongs of the BATARANG.

THE BATMAN strides briskly toward them, businesslike,
taking his time. He grabs a handful of HOOD I's hair, lifts
his head off the floor, KNEES HIM IN THE FACE.

He turns to the petrified HOOD II. CHROME-STEEL TALONS
spring out of his fingertips. He strolls past HOOD II,
reaching out casually to give him a QUICK NICK on the chin.

HOOD II slumps against the wall, unconscious.

ANGLE ON JACK

down on the floor, racing along a wall, THROWING SWITCHES
-- anything to create a diversion. With every switch he
throws, ANOTHER GIGANTIC MACHINE roars to life. CENTRIFUGES
SPIN. HUGE POLYMER EXTRUDERS spit out thick strands of
plastic gunk. OVERHEAD CHEMICAL TANKS rotate into place
over giant basins.

JACK SEES a squad of COPS on his tail, moving from machine
to machine, keeping covered. He SHOOTS AND RUNS.

ANGLE ON CATWALKS

BLASTING AWAY, HOODS III and IV scuttle across the elevated
walkways, keeping down, avoiding police fire. One of them
starts up a vertical ladder leading to the next catwalk up.

BATMAN plunges past on the end of a rope. A BLACK-GLOVED
HAND snatches at HOOD III's collar as he climbs and YANKS
HIM CLEANLY OFF THE LADDER. They drop to the lower catwalk.

HOOD IV gapes. He LEVELS HIS GUN at BATMAN, who stands his
ground, holding onto the rails of the catwalk for support.
A bullet hits him squarely in the chest. He does not fall.

HOOD IV turns and scrambles. BATMAN goes to his belt for a
miniature SPEAR GUN. He points it at HOOD IV and FIRES...
planting a BARBED HOOK in the HOOD'S LEG.

ANGLE ON COPS

staring up in utter disbelief at the action on the catwalk.

COP
LOOK!

GORDON
My God... it's him.

ANGLE ON CATWALK

HOOD III, on his feet now, charges BATMAN from behind.
BATMAN -- not even turning to face him -- DROPS HOOD III
with an ELBOW. Now he has a HOOD on either side.

He takes a STEEL BILLY CLUB from his belt, whips it once
through the air. It telescopes out into a FOUR-FOOT STAFF.

Like a drum majorette from hell, he WHIRLS THE STAFF as the
HOODS CONVERGE on him. HOOD III takes a debilitating JAB
UNDER THE JAW. BATMAN SPINS on his heels and SLAMS THE
STAFF into HOOD IV's BACK -- knocking him OFF THE CATWALK
to the factory floor forty feet below!

INT. ACE LOADING BAY - THAT MOMENT

JACK spots a possible out. He hits a button on the wall;
STEEL DOORS RISE to reveal ACE CARGO TRUCKS in the parking
lot outside. Beyond the trucks... AN ARMY OF COPS waiting
for JACK to make his move.

No go. He turns. Behind him, other cops -- the inside team
-- are rushing at him in full riot gear. JACK ducks behind
a forklift and darts into the adjacent room.

INT. CHEMICAL SUPPLY ROOM - A MOMENT LATER

JACK sprints through the room, firing FOUR SHOTS at the
metal CHEMICAL TANKS on the wall. TOXIC CHEMICALS gush out
onto the floor in streams. The streams run together...
begin to SMOKE and SIZZLE.

COPS RIGHT BEHIND HIM. JACK can't resist taking one last
pot-shot at a FIFTH CHEMICAL TANK.

AN EXPLOSION knocks him off his feet.

INT. FACTORY FLOOR - A MOMENT LATER

COPS LOOK ON IN PUZZLEMENT as a RIVER OF CHEMICALS courses
out into the main refinery. A second later, they go UP IN
FLAMES. A WALL OF FIRE bisects the factory floor.

JACK RACES ALONG behind the spreading wall of flame. The
cops can't see him now. He ducks behind a huge machine,
hits a switch -- and SLUICE GATES OPEN. CHEMICAL SLUDGE
begins to churn. A big HOLE IN THE WALL appears as a gate
opens on the East River. It's the waste dump!

Up on the catwalk, BATMAN has a perfect view of JACK. If
JACK can just sprint through the flames without getting
shot, he'll make it to the river. BATMAN hooks a rope to
his Batarang, FLINGS IT at a catwalk across the floor.

JACK bolts. BURSTS THROUGH the wall of fire. And just as he
does --

BATMAN leaps off the catwalk and swings down toward him!
His foot catches a THIRTY-FOOT ROLL of plastic, six feet in
diameter, one of several standing upright on the floor. The
plastic roll DROPS into JACK's path, BLOCKING HIS EXIT.

An instant later, BATMAN lands on top of JACK. Wraps an arm
around his throat and RAISES his free hand. DRUG-TIPPED
STEEL TALONS appear. But before he can paralyze JACK...

VOICE
HOLD IT!

In all the ruckus, HOOD V has managed to circle back behind
the heavy machinery. Now he's got a GUN pointed DIRECTLY AT
COMMISSIONER GORDON'S HEAD.

HOOD V
Let him go or I'll do it.

BATMAN releases JACK and stands back. JACK chuckles to
himself: what loyalty. Then, with plenty of time, he
strolls across the floor to a Jacob's ladder mounted on the
back wall... and BEGINS TO CLIMB toward the catwalks.

All action stops. BATMAN doesn't move. The COPS don't move.
HOOD V stands there sweating, his gun hand shaking as he
waits for JACK to climb safely out of shooting range.

ECKHARDT's pig-like eyes glisten. His hand drops to his
side. He's half-tempted to pull a gun and get the
Commissioner plugged.

ANGLE ON JACK

at a crouch, groping his way along the rail of the catwalk.
He reaches a paneled glass window propped open by a
supporting rod. It's a forty-foot drop to the swirling
black currents of the East River... and freedom.

He's about to climb out when his eye falls on a .38
AUTOMATIC -- which lies, abandoned, on the gridwork floor
of the catwalk mere yards away.

ANGLE ON FACTORY FLOOR

The HOOD, one arm around GORDON. With his gun at the
Commissioner's temple, he backs slowly toward the door.

HOOD V
Nobody makes a move. We go out
clean.

JACK'S VOICE
ECKHARDT!!

ALL EYES TURN to the catwalk overhead, where JACK stands
poised with the .38 in his fist. A SINGLE SHOT drops
ECKHARDT cleanly.

The moment's distraction is all BATMAN needs. He hurls a
NINJA WHEEL -- a small, ratcheted, razor-sharp disc -- at
the FOREARM of HOOD V. One jerk of a thin filament WIRE --
a sudden SHRIEK -- and GORDON IS FREE.

The THUG lurches forward. His GUN DROPS to the floor,
DISCHARGING ACCIDENTALLY.

AN UNGODLY HOWL OF PAIN echoes out from the catwalk above.
JACK REELS and STAGGERS, his hands CLUTCHING AT HIS CHEEKS.
BLOOD GUSHES from between his fingers.

JACK NAPIER HAS BEEN SHOT THROUGH THE FACE.

A YOUNG COP, unnerved by the sight of JACK's agonized
pirouette, draws his gun and OPENS FIRE.

GORDON
NO!!

But the bullet has caught JACK in the arm. He spins,
totters to the edge of the catwalk... and TOPPLES OVER. The
COPS look on helplessly as JACK plunges TWO STORIES DOWN
into a CATCH BASIN full of BUBBLING TOXIC WASTE, SCREAMING
ALL THE WAY.

GORDON (cont.)
Goddammit, we had him. We --

And suddenly, with JACK out of the picture, all attention
focusses on THE BATMAN. COPS reach for their guns, circle
warily around him. Cornered now, he backs off slowly, HANDS
ON HIS BELT.

GORDON (cont.)
Hold it right there, Mister.

THE BATMAN raises his hands in a gesture of surrender. Then
-- as the COPS advance -- he flicks TWO TINY CAPSULES onto
the factory floor.

A BLINDING FLASH OF LIGHT. COLORS BURST in a wild
pyrotechnic display. COPS stumble backwards, momentarily
dazzled, as a THICK WALL OF BLACK SMOKE conceals BATMAN
from view.

A TINY GRAPPLING HOOK rockets out of the dense curling
cloud and CATCHES on a catwalk overhead.

COP
LOOK!

The COPS are firing wildly into the smoke. But it's too
late. At the end of a cord, THE BLACK MAJESTIC FIGURE OF
THE BATMAN whips upward, rising out of the smoke like an
avenging angel -- and DISAPPEARING into the shadowy
heights, safely out of range.

GORDON
HOLD YOUR FIRE!

COP
... Who is this guy?

GORDON
I don't know, but he's one hell of a
showman.

CUT TO:

EXT. ACE CHEMICAL CO. - THAT MOMENT - NIGHT

A BLACK SHADOW scurries across the roof. From the
illuminated sign with its neon ace, WE PAN DOWN past the
chemical sluice to a SECOND ACE... a card from JACK's lucky
deck, pierced by a neat, round bullet hole, bobbing on the
oily surface of the foul, polluted river.

As deadly toxins gush forth, OTHER CARDS from the deck
swirl past: a nine. A deuce. A queen. And finally, a JOKER
-- SHOT CLEANLY THROUGH THE FACE.

A BONE-WHITE HAND BREAKS THE SURFACE as we

SHOCK CUT TO:

INT. GOTHAM GLOBE - CITY ROOM - DAY

A BANNER HEADLINE on the late edition of the Globe: "BAT
MAN FOILS ROBBERY. WHO IS MASKED VIGILANTE?"

Behind the newspaper, feet propped up on his desk, is a
jubilant KNOX. He's on the horn to COMMISSIONER GORDON.

KNOX
Commissioner. Do us both a favor.
Don't tell me some lie you'll have
to retract later.

CLICK. KNOX grins, lowers the paper, finds himself looking
up at the smiling face of VICKI VALE.

KNOX (cont.)
Vick! Looks like our friend the bat
is getting ambitious. -- Why the
dopey grin?

VICKI
Guess who's got a date with Bruce
Wayne.

KNOX
Bruce Wayne? Date? He called you up
and asked you for a date?... Shit.
(shouting)
HEY MIRANDA! C'MERE!
(to VICKI)
I want you to pay close attention to
this. Miranda -- tell my friend here
what you told me about Bruce Wayne.

A SUPERANNUATED SOUTHERN BELLE toddles over. MIRANDA REITZ,
60, is the society editor of the Globe.

MIRANDA
You mean Mister One-Nighter?

KNOX
Yeah. "Mister One-Nighter."
(to VICKI)
Because that's the average length of
his relationships with women.

MIRANDA
The current record is almost two
weeks. That cover girl -- what's her
name? You must've shot her, Vicki --

KNOX
Tell her about the peanuts.

VICKI
Peanuts?

KNOX
Yeah. Peanuts. Which is how he goes
through women.

MIRANDA
Like Planter's Peanuts.

VICKI is about to break out into helpless giggles.

VICKI
Plain or roasted?
(standing up)
Alex, I'm very flattered that you've
gone out and done all this research.

KNOX
Why?
(blushing suddenly)
Aw, come on, Vicki, I'm a reporter.
I'm curious. I do this for a living.
-- What'd you tell him?

VICKI
I told him yes.

KNOX fumes. VICKI shakes her head and laughs. She takes
KNOX's face in her hands, plants a kiss on his forehead.

VICKI (cont.)
You're awfully sweet to be
concerned, but it's really not
necessary. I'll call you, okay?

She exits. KNOX stands there looking poleaxed.

KNOX
... What was that?

MIRANDA
That was one of the most gracious
fuck-yous it's ever been my pleasure
to watch. -- What a nice girl.

KNOX, totally flustered, sighs and sinks into his chair.

KNOX
Miranda, I'm busy. Go be productive.

CUT TO:

EXT. COASTLINE - DAY

A CABIN CRUISER slices through the waves. In the distance,
closer to the shore, we see a throng of SAILBOATS.

EXT. DECK - YACHT - DAY

BRUCE's forty-foot cabin cruiser, aptly christened "DIE
FLEIDERMAUS." BRUCE and VICKI are on the deck, in chairs,
soaking up sun, gazing off at the sailboats.

VICKI
Do you sail?

BRUCE
Too much work. I'm not really the
physical type. -- Thank you, Alfred.

ALFRED has just appeared from belowdecks with a tray of
drinks for BRUCE and VICKI. VICKI watches as BRUCE reaches
for his glass. His forearm looks like a thin layer of skin
over braided telephone cables.

VICKI
You do a very convincing imitation.
(sipping her drink)
Mm, this is tasty. What's yours?

He smiles, slides the drink over toward her, gestures for
her to try a sip.

VICKI (cont.)
... Ginger ale?

BRUCE
Two drinks and I start swinging from
the rooftops.
(beat)
Tell me, Vicki. There's something
I'm very curious about. What took
you down to Corto Maltese?

VICKI
... I guess I needed a change.

BRUCE
You were one of the most successful
magazine photographers in the city.
Everyone wanted you.

VICKI
Have you ever been to Corto Maltese?

BRUCE
Not since the shooting started.

VICKI
We went there once when I was
little. I played on the beach. And
at nights -- they had a band -- I
danced with my father on the hotel
patio.
(shrugging)
That was Corto Maltese. When the war
broke out I had to go back. And I
promised myself that this time... I
wouldn't look away.

BRUCE
What did you see?

VICKI
... Terror.

The conversation is getting rather intense -- at both ends.
VICKI seems to have hit some weird chord within BRUCE.

BRUCE
There's terror everywhere. Some
types are just more -- familiar
than others.

For a moment BRUCE seems to be drifting back into his
familiar 'preoccupied' mode. VICKI laughs apologetically.

VICKI
I'm sorry. I didn't mean to -- I
know it all seems a million miles
away, out here on the water, with
all this --

BRUCE
Insulation?

VICKI is momentarily stuck for a reply. In some way she
can't quite grasp, he seems to be challenging her.

VICKI
Bruce, really, when I say these
things I don't mean to criticize
you.

BRUCE
I think you see things very clearly.

VICKI
I'm happy to talk about something
else. I don't want to be depressing.

BRUCE
(smiling)
Do you assume that if I know you
better I won't like you as much?

VICKI starts laughing. BRUCE is a notorious womanizer, but
if this is a come-on, it's like no come-on she's ever seen.

VICKI
I'm sorry, Bruce, I have to ask. Are
you like this with the other women
you know? -- Because I just can't
seem to get a handle on this
conversation.

BRUCE
(taking her hand)
Vicki, if I say anything cryptic, or...
ambiguous, I think you should put
the most flattering possible
interpretation on it. Because even
if it doesn't sound that way...
that's how I'll mean it.

Bingo. The guy's a chessplayer, but on the other hand he's
also rather touchingly, almost childishly, sincere. Before
she knows it, VICKI finds herself melting.

CUT TO:

INT. GOTHAM CITY OPERA HOUSE - NIGHT

Rigoletto. THE DUKE onstage, launching into his big
crowd-pleaser, "La Donna e Mobile."

WE PAN THE AUDIENCE, finding several mobile young DONNAS in
the crowd -- drop-dead beauties in slinky gowns. Although
most eyes are fixed, reasonably enough, on the stage, DONNA
#1 is staring with undisguised envy at a PRIVATE BOX above
the orchestra seats. Her mouth twists in disgust.

She scans the crowd, finds her counterpart (DONNA #2) some
rows back, on the arm of a bald bigwig. DONNA #2 is wearing
a similar sour expression, staring up at the same box.

DONNA #3 is even less discreet than her comrades. She has
her opera glasses trained on the couple in the box.

HER POV - THROUGH OPERA GLASSES - THE BOX

BRUCE and VICKI. He whispers in her ear. She smiles and
whispers back.

A beat. He whispers again. This time she doesn't laugh. But
her lips part slightly. SCREEN GOES BLACK as the opera
glasses SNAP SHUT.

ANGLE ON CROWD - DONNA #3

staring icily at the DUKE as he finishes up to a round of
TUMULTUOUS APPLAUSE.

CUT TO:

INT. WAYNE MANOR - NIGHT

BRUCE and VICKI enter. He takes her coat, drops it on a
chair by the door. VICKI is giddy, all champagned up.

VICKI
-- but it's not fair. I'm half
drunk and you're not even --

BRUCE
Would you like me to take you home?

VICKI
God. You would.
(sidling up to him)
Come on, Bruce. I just want to get
two drinks in you. As an
experiment.

BRUCE
Maybe we should just kiss.

VICKI
... We could try that.

WIDER ANGLE

BRUCE embracing VICKI in the vastness of the darkened entry
hall, framed by long semicircular STAIRWAYS on opposite
walls. A SUDDEN FLASH OF LIGHTNING transports us to:

EXT. OFFICE BUILDING - ESTABLISHING - NIGHT

Broken windows, graffiti on the walls: a decrepit rathole
near the Gotham docks.

INT. DOCTOR'S OFFICE - NIGHT

TIGHT ON a face swathed in bandages. The patient sits erect
in a wooden chair, surrounded by the grimy paraphernalia of
an unlicensed gangland doctor.

The DOCTOR, a nervous little ferret with the bedside manner
of a back-alley abortionist, steps up with a scissors.

DOCTOR
Well, Mr. Napier, let's see how we
did.

He begins to snip away. As the bandages come off, we get:

JACK NAPIER'S POV

The last strands of gauze peel away. The DOCTOR stands
there, looking at his handiwork. His mouth falls open. His
eyes bug out. He GAGS.

JACK (V.O.)
Mirror.

The DOCTOR just stands there staring AT CAMERA, stock-
still, apparently transfixed by the sight of JACK's face.

JACK (V.O.)
Mirror.

ANGLE ON DOCTOR

He clears his throat, reaches apprehensively for a hand
mirror, and passes it out of frame to JACK. Two beats.
Then, the sound of GLASS SHATTERING as the mirror drops to
the floor.

JACK begins to laugh. THE DOCTOR gets a little edgy.

DOCTOR
You understand the facial muscles
were completely severed --

JACK keeps on laughing.

The DOCTOR turns uneasily away, gestures apologetically at
his seedy equipment.

DOCTOR (cont.)
-- you can see what I have to work
with here --

MORE LAUGHTER. The trembling DOCTOR covers his face with
one hand, whining now, not daring to look at JACK.

DOCTOR (cont.)
I'm sure that with proper recon--
recon-- reconstructive surgery --

A DOOR SLAMS. JACK is gone. The grateful DOCTOR breathes a
sigh of relief and steadies himself on an operating table.

EXT. OFFICE BUILDING - OVERHEAD ANGLE - NIGHT

From a point high above we see JACK emerging into the
alley, pulling on a hat, wrapping a muffler about his head.
We can't see his face. But we can't forget his LAUGH.

CUT TO:

INT. BRUCE WAYNE'S BEDROOM - NIGHT

VICKI nestled peacefully under the covers. Beside her is
BRUCE: hands behind his head, staring up at the ceiling.

It's almost as though BRUCE is not used to sleeping at
night. He doesn't know what to do with himself.

He looks at VICKI. She's terribly lovely. But despite all
that, we can't shake the feeling that BRUCE... would really
rather be somewhere else.

CUT TO:

EXT. STREET - NIGHT

LOUD MUSIC. KIDS in punk regalia stand outside a rock club
as JACK stalks past. The wind knocks his hat off.

KID
Nice hair, dude!

JACK ignores them as he bends to retrieve his hat. Then he
gazes up at the steel-and-glass facade of a SKYSCRAPER --
and strides deliberately across the street.

INT. GRISSOM'S PENTHOUSE - NIGHT

The spectacular Gotham skyline, seen through the plate-
glass window of GRISSOM's conference room. The doors to the
private elevator hiss open and JACK wanders in. He plops in
the big plush swivel chair behind GRISSOM's desk.

GRISSOM (O.S.)
That you, sugar bumps?

GRISSOM waddles in unsuspectingly from the adjoining room.
He's fresh out of the shower, a towel wrapped around his
impressive girth. He's using a smaller towel to dry his
hair, and so it's a moment before he sees the bundled-up
figure at his desk.

GRISSOM (cont.)
Who the hell are you?

JACK
It's me. "Sugar Bumps."

GRISSOM
(recognizing his voice)
Jack?
(advancing cautiously)
Thank God. I can't believe it's you.
I heard you'd been --

JACK
(standing up)
Is that what you "heard"?

JACK gestures him over to the empty chair. GRISSOM doesn't
move until he sees the GUN pointed at his belly.

JACK (cont.)
YOU SET ME UP!
(beat)
Over a girl. You must be insane!

GRISSOM surreptitiously reaches for a desk drawer.

JACK (cont.)
Keep your hands on the desk.

GRISSOM
Sooner or later you would've tried
to take me, Jack. You may get me
now, but your life won't be worth a
dime.

JACK
I've died once already. It wasn't so
bad. -- In fact I recommend it.

GRISSOM is beginning to panic now. It's obvious that JACK
is utterly, hopelessly deranged.

GRISSOM
Jack, listen -- we'll cut a deal --

JACK
JACK? JACK? DO I LOOK LIKE A JACK??

And now, for the first time, he flings away the hat. RIPS
THE MUFFLER from his face. And -- as GRISSOM gasps in shock
-- STANDS REVEALED in his full horrendous glory.

His flesh is bleached bone-white. His hair is a luminous
seaweed-green. And his cheeks are torn and puckered from
the bullet wound, TWISTING HIS MOUTH INTO A HIDEOUS,
PERPETUAL HARLEQUIN'S GRIN.

JACK (cont.)
I'm not a Jack any more.
(pause; cackling)
You made me a Joker!

THE CACKLE BUILDS INTO FURIOUS, HYSTERICAL LAUGHTER.
GRISSOM, revulsed, terrified, pushes himself away from the
desk, back toward the window which overlooks the city.

GRISSOM
Jack -- I'm warning you. WIPE THAT
LUNATIC GRIN OFF YOUR FACE.

JACK
HA! That's the best part. I CAN'T!!

And with that JACK pulls the trigger. And fires. And fires
again until the CLIP IS EMPTY.

EXT. GRISSOM'S BUILDING - NIGHT

We TILT UP the chrome-and-glass facade of the skyscraper,
arriving finally at the TOP FLOOR: a PLATE GLASS WINDOW
spiderwebbed with cracks where Jack's bullets hit.

INT. GRISSOM'S PENTHOUSE - THAT MOMENT - NIGHT

The room is still dark. JACK -- or, as we'll know him from
this moment on, THE JOKER -- sits in GRISSOM's swivel
chair, staring out at the moon-drenched skyline.

JOKER
What a view. Our little city. It
always brings a smile to my face.

He reaches for a nearby glass of liquor and glances down at
GRISSOM -- who lies dead on the floor, the towel still
wrapped around him. THE JOKER laughs softly to himself.

JOKER (cont.)
Guess it's my little city now.
Wonder what it'll look like when I
get done with it.
(pause)
I bet it'll be something real fine.
Real fine and pretty.

DISSOLVE T0:

INT. BRUCE WAYNE'S BEDROOM - MORNING

The sun is just up, and VICKI finds herself alone in bed. A
SOFT, OFF-KEY BARITONE VOICE drifts out of the adjacent
bathroom: BRUCE in the shower, singing "Honeysuckle Rose."

She breaks into a huge smile and climbs out of bed. Somehow
she's wound up wearing BRUCE's ribbed formal shirt.

INT. BATHROOM - A MOMENT LATER - MORNING

BRUCE in his opulent deco shower stall, still SINGING to
himself. VICKI sneaks up behind him, opens the door. He
instantly STOPS SINGING -- as if he's been hit by a brick.

VICKI
I didn't mean to scare you. I just
had to come in here and see it that
was really you singing.

She smiles, teasing him. He doesn't respond. He acts as if
she's caught him doing something shameful -- exposed him.

VICKI (cont.)
(singing)
"Don't buy sugar -- you just have to
touch my cup." Come on. "You're my
sugar --"
(no response from BRUCE)
Bruce, you are such a case.

BRUCE seems somehow unable to sing along. But be quickly
recovers his composure -- and forces a crooked, almost
childish smile.

BRUCE
I don't sing very well.

VICKI
Then there's one thing in the world
you don't do very well. And I know
what it is. -- Now you'll have to
kill me.

He kisses her good morning, steps out and reaches for a
towel. His body is one big mass of BRUISES AND ABRASIONS.

VICKI (cont.)
Poor thing. You should stay off that
horse.

CUT TO:

INT. GLOBE - CITY ROOM - DAY

KNOX, in a surly mood, examines the morning edition of the
Globe. He's turned to page six -- the gossip page -- and
there, under Miranda Reitz's byline, is a picture of VICKI.
It seems she and BRUCE are the talk of the town.

KNOX
(disgusted)
...Peanut.

A COPY BOY approaches his desk with a MANILA FOLDER:

COPY BOY
Here's that morgue file you wanted.

KNOX leans back in his chair. The file is labelled "BRUCE
WAYNE: 1982-1987." KNOX opens it and begins to leaf
through old clippings from back issues of the Globe.

WAYNE FOUNDATION TO FUND LOW-COST HOUSING. MILLIONAIRE
HEADS CHARITY DRIVE FOR GOTHAM HANDICAPPED. HURRICANE
VICTIMS SAY 'THANK YOU' TO BRUCE WAYNE. KNOX's face sags in
dismay. Every article seems to be telling us just how swell
a rich philanthropist can be.

KNOX
Come on. Gimme some dirt!

Then he notices something odd. In the whole fat file of
clippings, there are no pictures of Bruce Wayne -- with two
partial exceptions.

One is a group shot, Bruce in the middle, waving at the
camera and blocking our view of his face. The other is an
ancient picture of a collegiate Bruce, stern-faced, hair
down to his collar. The caption reads "BRUCE WAYNE IN
1973" -- years out of date even when it ran in the paper.

KNOX (cont.)
... Why don't you like your picture
taken?

CUT TO:

INT. APARTMENT LOBBY - NIGHT

A DOORMAN DOZES in the plush lobby of ALICIA HUNT's
apartment building on the East Side of Gotham. Through the
glass doors we see ALICIA outside in the chill wind,
peering inside, hesitant to enter.

As silently as possible she uses her key and steps in,
tiptoeing past the doorman, trying not to wake him. She's
almost made it when he SITS BOLT UPRIGHT, startling her.

DOORMAN
Miss Hunt!
(smiling)
No need to sneak in. The rent's been
taken care of.

ALICIA
... The rent? Paid?

INT. ALICIA'S APARTMENT - NIGHT

ALICIA, mystified, lets herself in and turns to lock the
door. She's startled once more by a VOICE FROM BEHIND.

VOICE
Honey -- I'm home!

She pivots. Her eyes widen. She SHRIEKS.

Sitting cross-legged in an easy chair, a twisted grin on
his loathesome face, is THE JOKER. He's in a smoking jacket
and slippers, reading the paper, a dry martini at his side.

This grim parody of domesticity sends poor ALICIA into a
dead faint.

INT. PENTHOUSE SUITE - DAY

It looks for all the world like a corporate boardroom. At a
long table sit Gotham's most distinguished criminals:
GANGLORDS and RACKETS BOSSES from every corner of the city.
They stare suspiciously at the head of the table.

JOKER (O.S.)
So that's how it is, gents. Until
Grissom decides it's safe to come up
for air... I'm running the show.

Now we see what they see: THE JOKER, dressed rather
flamboyantly in a big slouch hat. His FACE is layered with
flesh-toned makeup, and his HAIR's been rinsed black.

Unfortunately, he can't conceal his ghoulish SMILE.

GANG BOSS
So why don't we hear this from
Grissom?

RACKETEER
I got something I'd like to know.
How come you're wearing that stupid
smirk?

JOKER
'Cause I got an army, chum. And I
got Grissom's army. And this city
is mine.

CARMINE ROTELLI, an especially oily mobster, speaks up:

ROTELLI
I don't like taking orders, from
Grissom. And I especially don't like
taking orders from Grissom's goon.

JOKER
I've considered that possibility.

ROTELLI
And what happens if we say no?

JOKER
(chuckling)
Nobody wants a war, Carmine. If we
can't do business, we shake hands
and part friends.

ROTELLI
That's it?

JOKER
That's it.

THE JOKER extends a hand. ROTELLI reaches out to shake it.
He doesn't see the JOY BUZZER concealed in the JOKER's
palm.

40,000 VOLTS course through ROTELLI's body. He drops back
into his seat a blackened husk, SMOKE pouring out from his
sleeves and shirt collar.

The CRIMELORDS recoil in horror. Before they can make a
move, a squad of ARMED THUGS burst into the room.

JOKER (cont.)
Looks like Carmine got a little hot
under the collar.

CRIMELORD
... You're insane!

The JOKER is a wee bit agitated. He removes the hat and
mops sweat from his brow, exposing a patch of CHALK-WHITE
FLESH -- to the great bewilderment of the ONLOOKERS.

JOKER
That's what they said about Lee
Iacocca. Now GET OUT OF HERE. -- And
THINK IT OVER!

The sickened CRIMINALS file out cautiously. That leaves THE
JOKER alone in the room with the charred corpse of ROTELLI.
THE JOKER sinks into a chair and -- as is his wont --
ADDRESSES THE STIFF:

JOKER (cont.)
Heck, they're not such bad guys. I
say we give 'em a couple of days to
come around.
(thoughtful pause)
We-e-ll... maybe one day.
(then, casually)
Aaah, screw it. Let's grease 'em.

CUT TO:

INT. SMALL BACK ROOM - NIGHT

A poker game. A CRIMELORD from the JOKER's board meeting
picks up his hand and fans out the cards. FIVE JOKERS.

He looks up, puzzled. The last thing he sees is a HIRED
KILLER bursting in through the door, GUN IN HAND.

EXT. GOTHAM PARK - DAY

A COSTUMED CLOWN with a wheeled cart, filling balloons from
a helium tank, passing them out to the kids. CRIMELORD #2
strolls past. The CLOWN offers him a balloon, which be
politely refuses.

THE CLOWN reaches into his cart for a RED METAL TANK. But,
as we quickly find out, it's not a helium tank -- it's a
FLAMETHROWER.

EXT. HALLIDAY PLAZA - DAY

A sunny, landscaped quad surrounded by corporate
skyscrapers: trees, grass, marble fountains, flags of many
nations. Amid the pedestrians we catch BRUCE and VICKI, all
smiles, cutting through the plaza on the way to lunch.

VICKI
... To tell you the truth, I'd just
about given up waiting.

BRUCE
I said I'd call you the minute I got
free. And I did. -- And here we are.

VICKI
(teasing him)
Hm hmm. Lunch. Not even dinner.

He stops in his tracks, takes her by the shoulders.

BRUCE
Vicki. Do you want the whole truth?
All coyness aside?
(long pause)
I wish I had more time to give you.
Every day I don't see you, I miss
you.
(beat)
Now. Are you going to waste this
lovely afternoon being all mad at
me?

All this, of course, is delivered with devastating
sincerity. VICKI finds herself totally disarmed.

VICKI
Okay, I'm a sucker. You sound so
much like someone I used to...
(stopping suddenly)
Bruce? I know this is silly, but --
you're not married, are you?

He stops and laughs. She smiles crookedly, takes his arm.

ANOTHER ANGLE - ACROSS PLAZA - THAT MOMENT

PHILLY RICORSO -- another CRIMELORD from the boardroom --
enters the plaza flanked by a cadre of PAID BODYGUARDS.

ON BRUCE AND VICKI

A PAINTED STREET MIME walks alongside them, feeling his way
along an imaginary wall. VICKI groans.

VICKI
All street mimes should be executed.

BRUCE
... Looks like a convention.

And indeed, there are HALF A DOZEN STREET MIMES converging
on the center of the plaza.

RICORSO and co. approach the mirrored-glass entrance of a
skyscraper. In the lobby, A MIME -- who's been annoying the
passersby -- THROWS A BOLT, LOCKING THE DOORS from inside.

A BODYGUARD bangs on the glass. Nearby, ANOTHER MIME
reaches into a trash bin -- and pulls out a MACHINE GUN.

SUDDEN SCREAMS OF TERROR from the onlookers.

VICKI turns to BRUCE. Before she can get his name out, he's
HOISTED HER BODILY and THROWN HER behind a marble fountain.

SERIES OF SHOTS

BRUCE'S EYES darting birdlike around the plaza -- INTERCUT
with the following POV SHOTS, ALL IN SLOW MOTION:

- TWO MIMES with machine guns. One of them lining PHILLY
and co. up against the glass doors, the other holding
the CROWD at bay;

- A WOMAN in the crowd fainting. A THIRD MIME gleefully
imitating her swoon, to no one's amusement;

- PHILLY and his goons, COWERING, hands in the air, as
OTHER MIMES cruelly mimic their terrified poses...

... and suddenly BRUCE is RUNNING FRANTICALLY, looking for
a secluded spot, an alleyway, anything. No go. He's out in
the open, with onlookers everywhere. In his civvies, he's
just another citizen... TOTALLY IMPOTENT.

He darts around a corner, backs against a wall. WOMEN,
CHILDREN, GROWN MEN race past. No privacy. He's
practically quaking now, in the throes of some terrible
anxiety. He looks up at the sky overhead, terrified.

A BRILLIANT SUN bears down on him as MACHINE GUNS CHATTER.

ANGLE ON PHILLY AND BODYGUARDS

BODIES JERKING as GLASS rains down in shards.

ANGLE ON BRUCE

his back arched, his mouth agape, his face drained of blood
as the sounds of carnage echo through the plaza. It's
almost as if the bullets are striking him.

A moment later, it's all over but the screaming. VICKI
emerges from the crowd and finds BRUCE slumped against the
wall, nearly catatonic. She moves to touch him.

As if by reflex he reaches out and GRABS HER BY THE ARMS --
with a grip so strong it could crush bone. She GASPS, looks
up -- and sees, in his traumatized EYES, a look so raw, so
desperate, that it virtually defies comprehension.

VICKI
BRUCE!!

He blinks rapidly. He relaxes his grip. Before VICKI's
eyes, he's changing... becoming the BRUCE she knows.

BRUCE
Oh my God... are you all right?

He reaches for her. Involuntarily, she steps back.

He sees her reaction and his face goes slack -- frightened,
pleading. This time she lets him embrace her... but her
face is full of bewilderment and doubt.

INSERT - TELEVISION SCREEN

ANCHORWOMAN
... live from Halliday Plaza, where a
gangland-style execution claimed the
life of racketeer Philly Ricorso.
Ricorso's death is the third in a
rash of underworld killings...

CUT TO TWO-SHOT: the ANCHORWOMAN and COMMISSIONER GORDON.

ANCHORWOMAN (cont.)
Commissioner, you've heard the
rumors. Are these murders the work
of the mysterious 'Batman'?

A PIERCING CACKLE fills the air. CAMERA PULLS BACK from the
TV, placing us in the JOKER's boardroom. Behind the big
desk he SWIVELS INTO VIEW, phone in hand.

JOKER
All reet! I think it's about time
we called another meeting, huh?

CUT TO:

INT. WAYNE MANOR - DAY

ALFRED on the phone, a feather duster in his hand.

ALFRED
I'm sorry, Miss Vale. I've given him
your messages. That's all I can do.

ANGLE WIDENS. BRUCE is sitting mere feet away, obviously
distraught, locked in some sort of internal struggle.

INT. VICKI'S APARTMENT - THAT MOMENT - DAY

VICKI
Please tell him... I'm not trying to
make his life difficult. I'd just --
I'd just like to know what's going
on.

A KNOCK at the door as VICKI hangs up. She goes to open it,
finds KNOX -- wearing a big, cheshire-cat smile.

KNOX
Hiya, peanut. I got something I'd
like you to see.

INT. LIBRARY - DAY

A MICROFILM MACHINE. As VICKI looks on curiously, KNOX --
all eagerness now -- threads up a roll of film and begins
cranking through back-issue newspapers.

KNOX
Okay, here we go. Check it out.

He steps back. VICKI stares down at the display screen. A
FRONT-PAGE BANNER HEADLINE reads:

THOMAS WAYNE MURDERED
Prominent Doctor, Wife Slain in Robbery
Unidentified Gunman Leaves Child Unharmed

Beneath it, a PHOTO: cops kneeling over corpses. Medics
with stretchers. And off to one side, a YOUNG BOY -- BRUCE
WAYNE -- his arms wrapped around the waist of a BEAT COP.

The BOY stares straight at the camera. His face is a mask
of UNFORGETTABLE AGONY. You can't take your eyes off it.

VICKI
Oh my God... I've seen this picture.

KNOX
I guess so. Pulitzer Prize, 1963.

VICKI
His face. Allie, look at his face.

TIGHT ON THE BOY'S contorted face, staring out in shock and
disbelief, his features recognizable across all the years
-- permanently, indelibly traumatized. The same face VICKI
saw in Halliday Plaza.

KNOX
Yep. He watched the whole thing
happen. -- Recognize the beat cop?
Jim Gordon.

VICKI
Oh, Bruce...

KNOX
Something like this -- what do you
suppose this could drive a guy to?

INT. RESTAURANT - DAY

A greasy spoon off the lobby of the Globe building. KNOX
and VICKI in a booth.

VICKI
Alexander, you are on drugs.

KNOX
He walks out on his own party. Half
an hour later, the Caped Crusader
turns up in full bat-drag.
(beat)
Sees an execution, freaks out in an
alleyway. No place to change.
(smiling)
Yeah, Vicki, he's "married" all
right.

VICKI
You're pissing me off, Allie. I know
exactly why you're doing this.

KNOX
(leaning forward)
Oh? Why is that, Vicki?

VICKI wilts under the challenge. She holds her silence for
a second, then changes the subject.

VICKI
He's best friends with Jim Gordon
and Harvey Dent. They would know.

KNOX
... Okay, Vicki, I have a confession
to make. I'm the Batman.

VICKI snorts, rolls her eyes impatiently.

KNOX (cont.)
Don't believe me? Why not?

VICKI
Alexander... I know you.

KNOX
Right. And they know him. And
that's why it would never occur to
them for a minute that their old
buddy Bruce puts on a cape at night
and goes out looking for --

VICKI
This is pointless. I'm leaving.

KNOX
(grabbing her arm)
Your little chum is out of his mind.
(relaxing his grip)
Next time you call him up and he
can't go out Friday night -- think
it over.

CUT TO:

INT. ACE CHEMICAL CO. - DAY

LOW ANGLE on the JOKER. He stands on a catwalk high above
the refinery floor, lord of all he surveys, overseeing
production like a demented middle manager.

INT. STOREROOM - DAY

A dank, windowless room in the bowels of Ace Chemical,
which the JOKER has converted into a makeshift lair. SAP-
LIKE GOO drips in puddles from exposed pipes overhead.

CAMERA DRIFTS across the JOKER's cluttered desk. Shipping
manifests. Ledgers. PSYCHOTIC DOODLES scrawled in crayon.

More significantly: an old CONTRACT dating back to the mid-
seventies. It's half-obscured by other papers, but the
initials 'CIA' are plainly visible.

Then: a BOUND REPORT with the title 'DDID NERVE GAS:
RESULTS OF PRELIMINARY EXPERIMENTATION.' Across its title
page, a diagonal rubber stamp: 'DISCONTINUED January 1977.'

And finally: a sheaf of PHOTOS. Laboratory apes, chimps and
orangutans, all DEAD. Their LIPS are drawn back, exposing
HIDEOUS, CHEMICAL-INDUCED GRIMACES.

ON ONE WALL: POSTER-SIZED BLOWUPS of the grinning apes.

ON THE OPPOSITE WALL: a large-scale photographic
reproduction of the Gotham City skyline, its bottom half
HIDDEN FROM VIEW by the JOKER's desk.

The PHONE RINGS. The JOKER -- who has been sitting on the
floor by the cityscape -- POPS INTO FRAME and picks it up.

JOKER
How's that first shipment coming?

VOICE ON PHONE
Right on schedule. Oh, we got that
address for you -- 79 East End,
#12-C.

JOKER
Mmm. How'd you find it?

VOICE ON PHONE
Called her agent.

The JOKER nods in satisfaction and resumes his place on the
floor. Like a happy kindergartener, with paste pot and
scissors, he's CLIPPING PHOTOS from a magazine -- horrible
scenes of death, destruction, panic, mutilation.

One by one, he's PASTING these shots on the blowup of
Gotham city -- all along sidewalk level -- creating a
massive photomontage of ANARCHY IN THE STREETS.

We've seen these photos before. VICKI VALE took them... in
Corto Maltese.

INT. PHOTOGRAPHER'S STUDIO - DAY

In foreground, ROWS OF MAKEUP in startling profusion:
mascara, blusher, eyeliner, lipstick. HALF A DOZEN
BEAUTIFUL MODELS giggle into their makeup mirrors.

In the background VICKI wanders past with a stylish friend,
CLAIRE, who owns and operates the studio.

CLAIRE
... of course, after Corto Maltese,
this must all seem pretty tame.

VICKI
Not to me. I need a job.

CLAIRE
Now Vicki. Everyone knows you've
got your hooks in Bruce Wayne.

VICKI
Then "everyone" must know something
I don't.

CLAIRE
(cattily)
Oh. Really. Well. -- Come on,
dear, Tony's dying to see you.

In a corner of the studio, TONY, a gaunt, tubercular Brit,
is shooting a swimsuit layout with two SUPERMODELS. They
all ad lib greetings to VICKI as TONY darts around
hyperkinetically, snapping the girls in a series of poses.

TONY
Yes, ladies, smiles, show me
those smiles, fabulous, tropical
smiles, think Tahiti, I want to
see teeth, yes, those glorious
teeth --

As VICKI looks on, the SUPERMODELS freeze in place
simultaneously, a strange, STRICKEN LOOK on their faces.

TONY (cont.)
My God no, don't stop now, those
smiles, I need those smiles --

Suddenly the girls are LAUGHING -- but the laughter is
unnatural, involuntary. VICKI, sensing that something is
terribly wrong, lays a hand on CLAIRE's arm.

The MODELS, now wearing HUGE SMILES, begin to TWITCH
SPASMODICALLY. TONY snaps away.

TONY (cont.)
Yes! Oh baby, YES! That's --
(beat)
No! Too far, too far! Pull back,
pull back!
(dropping the camera)
OH MY GOD!

The SUPERMODELS PITCH TO THE FLOOR, shuddering
convulsively, their LIPS drawn back in FRIGHTFUL, FROZEN,
LAB-APE GRINS. VICKI GASPS. CLAIRE SCREAMS. TONY SCREAMS.

CUT TO:

INT. TELEVISION STUDIO - EVENING

The Eyewitness News set, with anchors PATSY NARITA and
DAVE McELROY. Behind them, BLOWUPS of the two dead
SUPERMODELS.

PATSY
The fashion world was stunned today
by the sudden deaths of top models
Kelly Brinkley and Christie Emberg.
Cause of death has been attributed
to a violent allergic reaction,
although authorities have not yet
ruled out the possibility of drug
use. Dave?

Behind DAVE, on the bluescreen: a HUGE STATUE, covered in
canvas -- not unlike New York's Statue of Liberty.

DAVE
In Gotham, plans continue for the
city's 300th birthday celebration.
The four-day event will conclude
with the unveiling, in Gotham
Harbor, of the newly restored 'Lady
Gotham'...

A TECHNICIAN'S HAND passes a slip of paper into frame.

DAVE (cont.)
This bulletin just in. Nine more
mysterious deaths at a beauty parlor
in --

Off to the left, PATSY begins to LAUGH. DAVE FROWNS.

DAVE (cont.)
Patsy! This is hardly the --
(his eyes widen)
PATSY!!

An offscreen CRASH. Suddenly DAVE is up out of his seat,
mouth agape in horror.

PATSY HAS GONE INTO CONVULSIONS. CAMERA WHIPS VIOLENTLY
RIGHT AND LEFT as she jerks out of her seat and TOTTERS
UNCONTROLLABLY across the set, LAUGHING INSANELY.

TECHNICIANS rush the soundstage in an unrehearsed frenzy.
PATSY spins like a dervish and LURCHES BACKWARD over the
newsdesk in a death spasm, giving us a quick look at the
grisly Joker's grin etched on her now-lifeless face.

DAVE gestures frantically to the cameraman:

DAVE (cont.)
KILL THE CAMERA!! KILL THE --

Suddenly, CRACKLING VIDEO STATIC wipes out the screen. A
moment later, we're looking at:

SPLITSCREEN CLOSEUP - THE SUPERMODELS

Their gorgeous faces sprout BIG, ANIMATED-CARTOON GRINS as
a BOUNCY TUNE -- "Put on a Happy Face" -- comes up
underneath.

MODELS (CARTOON VOICE)
... Love that Joker!

INT. SUPERMARKET - DAY

THEME MUSIC CONTINUES as a grinning, deranged pitchman --
THE JOKER -- pushes his shopping cart down the aisle. The
shelves are filled with products bearing his TRADEMARK
HARLEQUIN'S FACE. He waves merrily in time to the music.

INT. STUDIO - VIDEO CONTROL BOOTH - THAT MOMENT

PANICKED TECHNICIANS swarm the booth. The studio feed has
been JAMMED. Every monitor shows THE JOKER'S COMMERCIAL.

DIRECTOR
WHERE'S IT COMING FROM??

TECHNICIAN
I DON'T KNOW!

CLOSEUP - THE JOKER

JOKER
... new improved Joker brand. With
the secret ingredient... SMYLENOL!
(a sweep of the hand)
Let's go to our blind taste test.

TIGHT ON an anonymous MAN -- GAGGED AND BLINDFOLDED, tied
to his chair, squirming, struggling. On the table before
him is a package labelled "BRAND X." A SUPERIMPOSED TITLE
reads: "NOT AN ACTOR."

JOKER (cont.)
Ooh. He's tense. Irritable. Out of
sorts.
(wagging a finger)
He's been using Brand X! But with
new improved Joker brand...

ANGLE WIDENS to include a BLINDFOLDED CORPSE, limp in his
chair, GRINNING HORRIFICALLY.

JOKER (cont.)
... it's a SMILE EVERY TIME!!

EXT. IDYLLIC PASTORAL SETTING - DAY

THE JOKER in a field of wheat. On a picnic blanket before
him are TWO CLEAN-CUT MODELS -- one male, one female, BOTH
DEAD... and GRIMACING HORRIBLY.

JOKER (cont.)
-- and the world smiles with you!
Irresistable -- oh-so-kissable --

He grabs the dead MODELS by the hair. THEIR TEETH CLINK as
he forces their heads together for a post-mortem kiss.

SERIES OF SHOTS

Television sets all over Gotham, as startled citizens react
to the JOKER's maniacal promo.

JOKER
I know what you're saying. Where can
I buy these fine, fine products?
Well, that's the gag, folks, you
never know. Chances are... you've
bought 'em already!!!

As his RANT CONTINUES, we SEE:

- A YOUNG MAN watching the bedroom TV as he dresses for
a date. He's got an aerosol deodorant can poised under
one arm, ready to spray. He looks down at the can,
suddenly uncertain. Could it be...?

- A FAMILY in their kitchen, eyeing a 12-inch portable
as MOM serves dinner. They dig in automatically, then
FREEZE with their forks in midair.

- A MIDDLE-AGED MATRON at the living-room TV. Shocked,
she calls to her husband -- and gets no reply. We
FOLLOW HER to the bathroom door.

On the floor she sees AN OVERTURNED SHAMPOO BOTTLE.
Then: her HUSBAND, slumped down in the tub, a lethal
GRIN on his face. She lets out a SHRIEK.

INT. WAYNE MANOR - STUDY - NIGHT

ALFRED THE BUTLER in a crouch, glued to the tube.

ALFRED
... Sir!

HIS POV: THE JOKER in tight closeup. Offscreen, an INFANT
begins to squall. THE JOKER cocks an eyebrow.

JOKER
Baby's got a tummyache? Here's
something that'll fix him quick!

He tosses a JOKER PRODUCT out of frame. Then -- leering --
he gives the camera a BIG JUICY WINK.

JOKER (cont.)
Now on your grocer's shelf. So
remember -- use Joker brand -- and
put on a happy face!!

MUSIC UP. VIDEO SNOW fills the screen as the jammed
transmission end. ALFRED looks over his shoulder.

TRACK IN ON THE GRIM, DETERMINED FACE OF BRUCE WAYNE.

SERIES OF SHOTS

- The Gotham Globe cartwheeling into frame:

PANIC GRIPS GOTHAM
Contaminated Products Claim 72 Lives
WHO IS THE MYSTERIOUS "JOKER"?

- An ANCHORWOMAN on the evening news. Her complexion is
curiously sallow. BLACK BAGS show under her eyes.

ANCHORWOMAN
... sixteen new deaths, with no clues
as to the Joker's identity or
demands. The list at potentially
lethal products now includes:
perfume -- mascara -- cold cream --

- The makeover counter at Bloomingdale's. SECURITY
GUARDS rush to the scene as THREE MATRONLY CUSTOMERS
go into simultaneous smiling fits.

- An ANCHORMAN with a BIG UGLY ZIT on his nose:

ANCHORMAN
Men's cologne toothpaste mouthwash
-- underarm deodorant --

- A SUBWAY CAR jammed with STRAPHANGERS. HUGE PATCHES OF
SWEAT under every arm. The doors slide open; ONCOMING
PASSENGERS RECOIL VISIBLY at the unendurable stench.

- The original ANCHORWOMAN, whose look is now 100%
natural. Her hair is frizzy. Her eyebrows are missing
altogether. Every wrinkle on her face is plainly
visible.

ANCHORWOMAN
Hair spray -- eyebrow pencil --
moisturizing cream --

- A LARGE DRUGSTORE. CASHIERS sit idly by the registers.
The store is utterly devoid of customers.

CUT TO:

EXT. STREET - DUSK

From across the street we see VICKI headed down the
sidewalk toward a museum. A GLOVED HAND reaches for a pay
phone.

VOICE
She's outside the Fluegelheim.

INT. ALICIA HUNT'S PENTHOUSE - THAT MOMENT

A BONE-WHITE HAND slams a phone receiver down. THE JOKER is
at his vanity. He's rinsed his hair black. He's applying
pounds of pancake makeup to his bleached face, his puckered
cheeks. In the right light he could almost pass for human.

In all the city, he's the only person still using
cosmetics.

A DREAMY, DRUGGED VOICE intrudes:

ALICIA
Jack? Who was that?

As he looks up at the mirror, we get a quick glimpse of
ALICIA behind him. The voice, the long blonde hair, are
unmistakable. But for some reason, ALICIA'S FACE is
COVERED... by a SHINY WHITE PORCELAIN DOLL'S MASK.

JOKER
Get dressed. We're going out.

INT. FLUEGELHEIM MUSEUM - EVENING

A Gotham landmark, the Fluegelheim looks like something
Frank Lloyd Wright would've dreamed up -- a large open
atrium encircled by a stucco RAMP, which spirals up along
the interior walls to the CEILING four stories above. You
walk up this gently-inclined ramp to view the paintings.

INT. FLUEGELHEIM - ROOFTOP TEA ROOM - EVENING

The upper terminus of the ramp opens on an airy, fern-
filled dining room popular with tourists and elderly
matrons who work up an appetite looking at art. VICKI
enters, camera bag slung over one shoulder, portfolio in
hand.

VICKI
I'm meeting Mr. Wayne. Is he here?

MAITRE D'
No, but your table is ready.

INT. TEA ROOM - TWENTY MINUTES LATER - EVENING

VICKI, sipping on a gin and tonic, checks her watch. A
WAITER brings her a small parcel, wrapped in brown paper,
bearing a single word: URGENT.

WAITER
Miss Vale, this just arrived for
you.

As the WAITER leaves, she tears off the wrapper. Inside is
a small white box and a NOTE -- SCRIBBLED IN CRAYON.

DEAR V. VALE,
PUT THIS ON RIGHT NOW.

Unsigned, of course. VICKI, puzzled, opens the box to find
a MINIATURE GAS MASK.

She hears a strange HISSING NOISE. A few feet away, GREEN
SMOKE is billowing out of an air-conditioning vent.

TRAYS OF FOOD CRASH TO THE FLOOR as WAITERS pass out. ART
LOVERS drop forks, go face down in their pasta salad.

VICKI hurriedly fits the gas mask over her nose and mouth.
Within seconds, she's the only one conscious in the room.

INT. MUSEUM - THAT MOMENT

GREEN SMOKE plumes up toward the ceiling as we TILT DOWN
toward the floor of the atrium. PATRONS and SECURITY GUARDS
lie sprawled on the floor, twisted at odd angles, out cold.

The mist is beginning to clear now. The doors swing open
and in strolls THE JOKER, looking quite dapper in his
street makeup and BIG PURPLE PIMP'S HAT.

A SQUAD OF GOONS enters behind him. Some of them are
carrying large cartons. They lock the entry doors, place a
"CLOSED" sign in front of them, and begin uncrating LARGE
CANS OF BLACK PAINT.

The JOKER steps up onto the ramp, examines the artwork with
an appreciative eye.

JOKER
Okay, boys, let's broaden our minds.

He stops in front of an Ingres odalisque. Stands back a
pace or two to get a better look. Then pulls out a STRAIGHT
RAZOR and cuts a LONG DIAGONAL GASH in the canvas.

He ambles up the ramp, stepping over collapsed patrons,
pausing at every fourth or fifth painting. Monet water
lilies, a Degas ballerina -- all get the razor treatment.
Behind him his CRONIES work their way up the ramp, HEAVING
BLACK PAINT on every canvas the JOKER has missed.

He cocks an eyebrow at Edvard Munch's "THE SCREAM."

JOKER (cont.)
I kinda like this one. Leave it.

INT. TEA ROOM - A MOMENT LATER - EVENING

VICKI at her table, still wearing the gas mask, scared as
hell. The overhead lights wink out and the room goes dark.
The JOKER saunters over and pulls up a chair.

JOKER
I think it's safe to take that off.

VICKI recognizes the deranged smile instantly. She removes
the gas mask, tries to gather her wits.

JOKER (cont.)
You're quite beautiful.

VICKI
... Thank you.

JOKER
Unfortunate, but I think we can work
around it.

He sets a couple of CANDLESTICKS on the table and reaches
for his lighter. A LONG JET OF FLAME shoots out, Jerry
Lewis-style, as he lights the candles.

JOKER (cont.)
You're Vicki Vale. I guess you know
who I am. -- Is this your
portfolio?

She nods. He opens it, begins leafing through the record of
VICKI's career. Newspaper photos from the Globe, at first.
Then fashion layouts, magazine covers of celebrities.
Artier B&W shots from VICKI's first couple of exhibitions.

JOKER (cont.)
Crap. Crap. Crap, crap, crap...
Ahhh. Now here's what caught my eye.

He's come to the COMBAT PHOTOS from Corto Maltese.

JOKER (cont.)
The panic. The bloody skulls. The
armless screaming fellows... you
know, the atrocities.
(smirking)
Somehow, when you shoot it, it all
comes out so clean, so lovely.

VICKI is squirming, but she doesn't think it wise to debate
the point. Not with this lunatic, anyway.

JOKER (cont.)
I guess I'm just an old cornball,
but... I live for beauty. I look
around at my little city, it gets me
down.
(indicating the photos)
We don't have anything like this.
Well, it came to me that what this
city needs... is beautification. Kind
of a big makeover.
(enraptured)
Miss Vale, I finally realized that
one man can make a difference. You
know the saying. "In his image...
created he them"?

VICKI gazes at the awful face of this deranged visionary,
getting more frightened by the minute.

VICKI
And you want a --

JOKER
A visual record, yes. A before-and-
after kind of thing.
(leaning closer)
This could make your reputation.

Her first impulse is to get up and run. But she fights the
impulse. She won't run... not until she gets this maniac
on film. She reaches for her camera bag.

VICKI
Maybe we should start with a
portrait of the artist. People might
like to see the face behind the
makeup.

JOKER
(momentarily puzzled)
... Behind the makeup?

Then it sinks in. By candlelight, in the darkened
restaurant, with his pancake makeup and his black rinse
job, he looks practically normal. VICKI must think she's
looking at his real face!

JOKER (cont.)
Oh. Yes. I see what you mean.

He finds a pitcher, pours a glass of water, and very
carefully SETS IT ON THE TABLE in front of VICKI. Then --
suddenly, inexplicably -- HE BARKS AT HER:

JOKER (cont.)
Silly little TWIT -- I can't take
you ANYWHERE!

He sits back and grins expectantly. VICKI is thoroughly
nonplussed by this bizarre outburst. A moment passes.

He obviously wants her to do something, but she hasn't
got a clue as to what it is. Growing impatient now, he
POINTS at the WATER GLASS:

JOKER (cont.)
Well? What are you waiting for??

Now VICKI gets the point. She picks up the glass and HURLS
ITS CONTENTS in THE JOKER'S FACE.

His hands go up. He writhes. He shrieks -- like the Wicked
Witch of the West dissolving. He reaches for a napkin to
wipe his face clean... and begins to CACKLE.

His awful white-and-green clown's face revealed behind the
running makeup, he LEERS at her.

JOKER (cont.)
You see, Miss Vale -- that was my
makeup.
(leaning forward)
What do you think?

VICKI is repulsed, but she's determined to tough it out.

VICKI
I've seen worse. Much worse.

JOKER
Strong stomach, huh? I like that in
a woman. -- Maybe we can do business
after all.

He seems to have calmed down a bit. It's almost as if he's
coming on to her. But just then, a tiny BELL sounds behind
them... and a VOICE intrudes:

VOICE
Jack?

The JOKER turns. ALICIA steps out of a ROOFTOP ELEVATOR and
moves toward them, drugged, wraithlike. She's still wearing
the porcelain DOLL'S MASK we saw earlier.

JOKER
(to VICKI)
Christ, it's my girlfriend.
(to ALICIA)
WHAT?

ALICIA
You said I could look at the
pictures before you -- before you --

JOKER
Shucks, honey, I forgot.
(rolling his eyes at
VICKI)
I'm in trouble now.
(to ALICIA)
This is business, sweetie. Why don't
you go outside and see how the boys
are coming?

VICKI can't take her eyes off this strange figure drifting
eerily through the abandoned tea room.

VICKI
(hesitantly)
... Why the mask?

JOKER
Alicia! Come here, have a seat. Show
Miss Vale why you wear the mask.

ALICIA sits down numbly and begins to undo the mask.

JOKER (cont.)
You see, Miss Vale, Alicia's beautiful.
One in a million. A work of art. In
fact...

We're looking at ALICIA's profile as the mask comes off.
The side that's turned to us is indeed beautiful. But the
side we can't see... SENDS VICKI RIGHT OVER THE EDGE.

JOKER (cont.)
She makes you look sick.

VICKI lurches out of her seat, knocking it over, HER FACE
FROZEN IN HORROR. She finds her CAMERA, holds it out like a
weapon as THE JOKER advances on her.

VICKI
You SCUM! You SICK FILTH!... You DID
THAT to her!

JOKER
What? I improved her a little...

VICKI backs away, snapping the shutter on her camera. HE
BLINKS as the flash gun goes off repeatedly.

VICKI
I'll see you burn. I'll see you dead.
-- GET AWAY FROM ME!!

JOKER
Miss Vale, was it something I said?
(brightly)
Do you want to sniff my flower?

There's a BRIGHT PURPLE BOUTONNIERE in his lapel. He holds
it up for VICKI's inspection as he moves menacingly closer.

VICKI
NO!

The JOKER squeezes a concealed BULB. A JET OF CLEAR LIQUID
spurts out of the FLOWER, NARROWLY MISSING VICKI.

She GASPS. BUMPS INTO A TABLE. ACRID BLACK SMOKE rises from
the floor where the clear liquid hit. Acid.

JOKER
Come on, Miss Vale... STOP AND SMELL
THE ROSES!!

He backs VICKI into a corner. And then -- abruptly --

A SKYLIGHT SHATTERS IN A HAIL OF GLASS! A CAPED SHADOW
DROPS TO THE FLOOR OF THE RESTAURANT! And THE JOKER is face
to face with...

THE BATMAN!

On his wrist is a STEEL GAUNTLET. Ha AIMS IT at the JOKER
like a weapon. Then PIVOTS SUDDENLY -- POINTS HIS ARM
THROUGH THE DOOR OF THE RESTAURANT --

-- AND FIRES A METAL SPIKE into the adobe wall of the RAMP
OUTSIDE!!

JOKER (cont.)
... YOU!!

On the end of the spike is a CORD leading to BATMAN's belt.
In the wink of an eye he's GRABBED VICKI -- DRAGGED HER OUT
OF the tea room -- and PLUNGED OVER THE RAMP WALL, FOUR
STORIES STRAIGHT DOWN TO THE ATRIUM FLOOR BELOW!!!

The JOKER races to the edge of the ramp.

JOKER (cont.)
GET 'EM!! GET 'EM!!

His GOONS are stationed at various points along the ramp,
still defacing masterpieces. They pull their guns and OPEN
FIRE as BATMAN and VICKI plummet past.

ANGLE ON BATMAN AND VICKI - AS THEY FALL

He holds the gauntlet overhead, ROPE whistling through it.
As we watch, the gauntlet sprouts STEEL WINGS -- forming a
BULLETPROOF SHIELD over their heads!

TWO FEET ABOVE the marble floor, THE ROPE jerks them up
short -- like a bunjee cord. GUNS BLAZE as BATMAN and VICKI
drop safely to earth and MAKE FOR THE EXIT.

The doors are LOCKED. BATMAN spots the black "CLOSED" sign
on a metal stand. He HEAVES IT through the glass doors.

VICKI hustles through. He points her to a side alley.

EXT. SIDE ALLEY - THAT MOMENT - DUSK

VICKI rounds the corner just as BATMAN lobs a SMOKE PELLET
into the doorway of the Fluegelheim.

BATMAN
GET IN THE CAR!

VICKI
WHICH CAR?

VICKI suddenly feels quite stupid. Because -- while there
are many cars parked along the side alley -- there is only
one BATMOBILE.

VICKI (cont.)
... Oh.

The BATMOBILE is sleek, futuristic, and... well,
indescribable. Imagine your own. VICKI climbs into the
passenger seat and is immediately dazzled by a stunning
array of electronic gadgetry.

BATMAN
Ignition!

As BATMAN sprints down the alley, a COMPUTER DISPLAY on the
dashboard registers his unique voiceprint. A tinny,
synthesized VOICE repeats the command:

COMPUTER
Ignition.

The engines are revving up even as BATMAN vaults into the
cockpit alongside VICKI.

Guns in hand, the JOKER'S GOONS Are stumbling out of the
Fluegelheim, hacking, coughing, blinded by smoke. They DIVE
FOR THEIR LIVES as the BATMOBILE comes barrelling out of
the alley at ninety miles an hour.

THE JOKER emerges just as the BATMOBILE careens off.

JOKER
I WANT HIM!! I WANT HIM!!

The JOKER climbs into the back of a van labelled "MONARCH
PLAYING CARDS." Half his GOONS pile into the van behind
him, the other half into a second car nearby.

EXT. STREETS - THAT MOMENT

SIRENS HOWL as POLICE CARS converge on the Flugelheim.

INT. BATMOBILE - THAT MOMENT

roaring out into CITY TRAFFIC.

VICKI
Look! Police!

BATMAN
I called them.

VICKI
Shouldn't we --

A POLICE CAR whizzes past the BATMOBILE. TIRES SKID. The
COP CAR does a quick 180 and sets out in hot pursuit of the
BATMOBILE. BATMAN FLOORS THE ACCELERATOR in response.

INT. VAN - THAT MOMENT

TIGHT ON the demented face of THE JOKER. A GOON calls out
from the front of the van.

GOON
There they are! Dead ahead!

THE JOKER screams into a RADIO DISPATCHER'S MIKE.

JOKER
ALL UNITS! SOUTHBOUND ON RIVERVIEW!

SERIES OF SHOTS

The JOKER'S ARMY. THUGS in cars. CREEPS in Italian
restaurants. CROOKED COPS at a coffee shop. LIGHTS FLASH,
BEEPERS SOUND, and within seconds they're racing to the
streets, eager to join the chase.

SERIES OF SHOTS - THE STREETS

COP CARS. GOON CARS. THE BATMOBILE streaks through an
intersection, nearly causing a pileup. THE JOKER'S VAN
makes short work of a SABRETT'S HOT DOG STAND in its path.

INT. BATMOBILE - THAT MOMENT

PEDESTRIANS GAWK as the sleek supercar RIPS UP THE
PAVEMENT.

VICKI
What about her? What about the girl?

BATMAN
He won't kill her.
(gritting his teeth)
GODDAMMIT!

They're moving up on an EMPTY BLOCK -- a NIGHT CONSTRUCTION
TEAM. A HUGE PIECE OF HEAVY MACHINERY backs up slowly and
inexorably, BLOCKING THE INTERSECTION.

BATMAN GUNS THE ENGINE. SWERVES LEFT. TRIES TO SLIDE PAST.
And HITS THE BRAKES -- stopping inches short of a head-on
collision with a lamppost.

He jumps out of the car. No chance to get through. THE
JOKER'S VAN is two blocks back and coming up fast.

ONLOOKERS and CONSTRUCTION WORKERS are beginning to form a
crowd around them.

VICKI
Can't we --

BATMAN
Too many people. Come on!
(as she scrambles out)
SHIELDS!!

The BATMOBILE's computerized VOICE replies:

COMPUTER
Shields.

With a series or CLANGS, CHROME-STEEL PLATES slide into
place -- across the cockpit, over the tires -- leaving the
BATMOBILE an inert, impenetrable BLOCK OF BLACK METAL.

BATMAN and VICKI sprint through the CONSTRUCTION SITE,
vaulting over mounds of loose dirt and concrete rubble.

INT. VAN - MOVING - NIGHT

THREE POLICE CARS, red lights blazing, OVERTAKE THE JOKER'S
VAN and bear down on the abandoned BATMOBILE.

GOON AT WHEEL
Are they ours?

JOKER
... I don't know. We'd better get out
of here.
(into RADIO MIKE)
Westbound on 36th. DO YOU COPY??

The VAN does a discreet U-turn and rumbles off sedately
down the street.

EXT. SIDE STREET - THAT MOMENT - NIGHT

BATMAN and VICKI zigzag past storefronts and candy stands,
dodging astonished PEDESTRIANS.

INT. CAR - MOVING - THAT MOMENT

FOUR GOONS with GUNS. They spot BATMAN and VICKI coming off
the side street. GOON I, the driver, speaks into a radio:

GOON I
We got 'em!

JOKER (V.O.)
(over radio)
Take 'em! I want his head!

EXT. STREET - THAT MOMENT - NIGHT

BATMAN and VICKI race down the sidewalk. The car is gaining
on them; and then, from behind --

BATMAN and VICKI are caught in a SPRAY OF BULLETS. They
dive. Drop behind a parked car. And don't come up.

They've ducked into a BLIND ALLEY.

INT. ALLEYWAY - NIGHT

Hunkered on the pavement, they watch the car glide past the
mouth of the alley. VICKI sighs in relief. BATMAN -- still
alert, his muscles tensed -- puts a restraining hand on her
arm. He looks overhead, sees a catwalk spanning the width
of the alleyway five stories up.

BATMAN
How much do you weigh?

VICKI
... A hundred and eight?

He does some quick mental calculations. A beat. Then the
CAR reappears -- backing up -- blocking their only avenue
of escape. BATMAN unfurls a rope, HEAVES A BATARANG UPWARD,
and grabs VICKI roughly about the waist.

BATMAN
HANG ON!

The JOKER'S THUGS pile out of the car. The BATARANG catches
on the catwalk, and BATMAN triggers the spring-action REEL
on his utility belt -- jerking him and VICKI INTO THE AIR.

BULLETS zing past as they whip upward like fish on a line.
One story; two stories; and then...

They slow. They STOP. They DANGLE IN MIDAIR as the Joker's
goons advance. BATMAN wriggles, twists. They lurch upward
another few feet -- and stop again. VICKI SCREAMS.

Her additional weight is too much for the reel mechanism. They're
stranded two stories up -- SITTING DUCKS.

BATMAN (cont.)
Whatever happens -- DON'T LET GO!!

In the wink of an eye he's detached the reel from his own
waist and hitched it around VICKI's belt. Before she has a
chance to protest, he LETS GO.

VICKI rockets upward at blinding speed, shrieking all the
way. BATMAN, his cape billowing, PLUMMETS DOWNWARD.

VICKI slams up into the catwalk and BOBS on the end of the
line as BATMAN lands with a loud crash, overturning a row
of garbage cans. The GOONS are on him in a flash -- one per
limb. Random kicking and flailing. BATMAN manages to slam
two GOONS into a wall, but before he can get to his feet --

-- GOON #3 slams a lead pipe into the back of his skull.

BATMAN is down for the count. The THUGS dust themselves off
and circle around his prostrate form, still wary.

The LEAD THUG holds his colleagues back, draws his gun, and
fires TWO SHOTS, point-blank, at the yellow-and-black
INSIGNE on BATMAN's chest. The body jerks.

They move closer. And stop.

GOON I
... No blood.

GOON II
Jesus.

GOON III
Wait a minute.

GOON III screws up his courage and crouches beside the
body. He examines THE BATMAN'S TUNIC... and RIPS IT OPEN.

GOON IV
... What is that?

GOON III
Some kind of body armor.

GOON I
He's human after all. -- Take that
mask off.

EXT. ROOFTOP - ON VICKI

Five stories overhead, VICKI has pulled herself up onto the
roof of the adjacent building. She watches transfixed as
the THUGS bend over to remove BATMAN's cowl. But at this
height -- and this angle -- she can't see his face. On a
sudden impulse she reaches for her CAMERA BAG.

ANGLE ON GOONS

peering-down open-mouthed at the unconscious face of BRUCE
WAYNE. Blood seeps from BRUCE's left nostril.

GOON I
Well?... Who is this guy?

GOON II
I dunno. You seen him before?

GOON III
Maybe he's got some kind of I.D.

GOON IV
Good idea. Let's check his wallet.

GOON I
We'll worry about it later. Plug
him.
(beat)
In the head.

GOON II draws his automatic. And at that very instant... A
FLASH GUN EXPLODES OVERHEAD.

Startled, the THUGS look up. ANOTHER CAMERA FLASH.

GOON III
Goddam, it's the redhead!

ON VICKI

A chunk of ledge chips off mere inches from her head as the
GOONS OPEN FIRE. She ducks back behind the overhang, holds
the camera out over the ledge, and KEEPS ON FLASHING.

ON BRUCE

HIS EYES WINK OPEN.

ON VICKI

momentarily idle. She's used up her roll. The GOONS KEEP
SHOOTING as she reaches in her bag for new film. She finds
it, loads the camera with astonishing dexterity -- and
then, on instinct, reaches back inside the bag for a
TELEPHOTO LENS. All the better to see you with, Batman...

ON THE THUGS

No response from VICKI. They begin to relax a little.

GOON II
Did you hit her?

GOON I
Who cares? Wax that freak.

They turn their attention to BRUCE. A GLOVED HAND snakes
out with lightning speed -- GRABBING GOON I BY THE COATTAIL
and pulling him DIRECTLY INTO THE LINE OF FIRE. GOON II bas
pulled the trigger twice before he knows what's happened.

In one fluid motion BRUCE HEAVES GOON I's lifeless body
THROUGH THE AIR, knocking GOON II backward over a garbage
can. GOON II falls and CRACKS HIS HEAD on the nearest wall.

GOON III takes a rabbit punch to the throat. He's on the
way down when he catches a STEEL-TOED BOOT in the gut.

Four seconds after all this began, BRUCE is alone in the
alleyway with GOON IV. GOON IV has his gun pointed right at
BRUCE, but he's shaking too much to pull the trigger.

BRUCE smiles. GOON IV SCREAMS and RUNS FOR HIS LIFE.

Through all this, VICKI's telephoto camera has been poised
on the ledge, snapping away. BRUCE looks up at the FLASH
GUN and shakes his head. He bends to retrieve his cowl.

ON VICKI

She finally dares to peek down at the alley. Limp goons
everywhere. And, in addition, THE BATMAN -- leaping up,
grabbing the edge of a fire escape, climbing up to meet
her.

VICKI thinks fast. She may have a clean shot of BATMAN'S
FACE. She advances the film in the camera and removes the
roll, then drops it down her blouse.

But BATMAN is likely to want that roll. So she straightens
her skirt and scurries across the roof, away from the
alley. She should have a minute or so before be gets there.

It's a three-foot drop to the next roof over. VICKI
clambers down and quickens her pace, tossing a nervous
glance over her shoulder every couple of steps.

Then, somehow -- and she'll be damned if she can figure out
how -- she walks smack into THE BATMAN. And GASPS.

BATMAN
... Not even a 'thank you'?

VICKI
Well -- I think you might consider
thanking me. You were good as
dead.

BATMAN
That's because you lied about your
weight.
(a long pause)
Thank you.

VICKI NODS and tries to walk past him. He grabs her arm.

BATMAN (cont.)
I'll have to ask you for that film.

VICKI
I just wanted to distract them. I
wasn't trying to get a picture of
you.

BATMAN looks down at the camera hanging from her neck. The
telephoto lens must jut out six inches. VICKI gulps.

BATMAN
Please.

VICKI
I won't let you have it.

THE BATMAN is amused. He smiles menacingly.

VICKI (cont.)
I know you can break my neck and
take it. But the Joker's on that
same roll. I --

BATMAN
The Joker is a murderer. And you
were as good as dead. So --

VICKI
Look, I appreciate what you did for
me. But this is my job. And I'm
keeping those pictures.

BATMAN
All right, here's a compromise. I'll
develop the photos. You keep the
Jokers and I'll keep the rest.

VICKI
How do I know you won't keep them
all?

BATMAN
Because I'll take you with me.

He reaches out, holds her gently by the shoulders. His
voice is deep and soothing. True, VICKI is a little dizzy
from all that's happened, but she's undeniably drawn to
him.

Still cautious, though. She reaches into her bag and hands
over a roll of film. The original roll -- not the telephoto
shots, which are still stashed in her blouse.

BATMAN (cont.)
Thank you, Vicki.

VICKI
... Where are you going to take me?

No reply. She looks up into his mirrored eyes. He pulls her
closer to him. Brushes back her hair, runs one hand
delicately along the line of her cheek...

... AND BREAKS A TINY CAPSULE under her nose. VICKI SLUMPS
into BATMAN's arms.

CUT TO:

EXT. ALLEYWAY - NIGHT

Street level. BATMAN emerges carrying VICKI's inert form in
his arms. He pauses and peers around the edge of a wall at
the BATMOBILE two blocks down.

The car is still there, the chrome-steel shields intact.
But DOZENS OF COPS and CURIOSITY-SEEKERS are SWARMING ALL
OVER the fearsome machine.

BATMAN snorts in frustration. AN ENORMOUS THREE-TON
CATERPILLAR WINCH rumbles up the street toward the
Batmobile.

He's about to get towed. BATMAN takes a RADIO TRANSMITTER
from his utility belt and SPEAKS INTO IT.

BATMAN
Shields open.

EXT. STREET - ON BATMOBILE

TWO COPS are crawling along the hood of the car. From
within they hear the tinny computerized voice:

COMPUTER
Shields open.

The steel plates begin to retract.

BATMAN (V.O.)
(over radio)
Ignition.

COMPUTER
Ignition.

The stunned COPS gaze into the Batmobile's cockpit.

COP
There's somebody in there!

They TUMBLE OFF THE HOOD as the turbine engines ROAR TO
LIFE and THE BATMOBILE BEGINS TO MOVE.

COPS AND ONLOOKERS quickly clear a path. They stand there
stunned as the futuristic auto PICKS UP SPEED and advances
toward the end of the block. The LEFT TURN SIGNAL flashes
dutifully. And the BATMOBILE VANISHES AROUND THE CORNER.

PANDEMONIUM BREAKS LOOSE as the COPS bolt for their cars.

EXT. STREET - NIGHT

SIRENS WAIL. PASSERSBY STARE SLACKJAWED at the driverless
BATMOBILE as it tears down the street, passing, darting,
dodging buses and CUTTING OFF TAXIS -- all with a squad of
COP CARS in hot pursuit.

EXT. ALLEYWAY - NIGHT

BATMAN sees the BATMOBILE rounding the corner and
approaching on the straightaway. He takes VICKI in his arms
and STEPS DIRECTLY INTO THE PATH OF THE ONRUSHING
HEADLIGHTS.

BATMAN
STOP!

BRAKES SQUEAL. The BATMOBILE stops one yard short of BATMAN
and VICKI. A moment later BATMAN is AT THE WHEEL.

SIRENS BUILD. LIGHTS FLASH. The COP CARS are now visible
behind them. BATMAN floors the pedal; the Batmobile's
powerful AFTERBURNERS kick in; and the hapless cops KILL
THEIR SIRENS as BATMAN zooms off into the night at 140 mph.

DISSOLVE TO:

EXT. BACK ROAD - NIGHT

A deserted stretch of road, lined by ancient tall pines on
either side. The BATMOBILE roars past.

INT. BATMOBILE - NIGHT

VICKI is gradually coming to on the passenger's side.

VICKI
... How long have I been out?

BATMAN
Quite a while. I took the scenic
route.

VICKI
(gazing around her)
Well, I've certainly enjoyed it.
What's that?

He's just hit a BUTTON on the dashboard.

BATMAN
Garage door.

EXT. ROAD - THAT MOMENT - NIGHT

At the side of the road, a FALLEN TREE, surrounded by
underbrush, RISES HYDRAULICALLY INTO THE AIR -- revealing a
SECRET ROAD invisible from the main thoroughfare.

Doing sixty, the BATMOBILE makes a hairpin turn. Seconds
later, the FALLEN TREE drops back magically into place.

INT. BATMOBILE - A MOMENT LATER - NIGHT

As they cruise down the hidden road, VICKI STUDIES BATMAN'S
FACE. KNOX's words are very much on her mind.

VICKI
I meant to ask you. Up on the roof
-- how did you know my name?

BATMAN SMILES in response. VICKI smiles with him.

VICKI (cont.)
I'm serious. How did you know?

No reply. VICKI frowns, looks through the windshield, and
SEES -- much to her horror -- an enormous SHEER CLIFF WALL
LOOMING DEAD AHEAD.

Wide-eyed, she looks at BATMAN. Still smiling, he HITS THE
GAS -- SPEEDING UP. She lets out a SCREAM.

ANGLE ON CLIFF WALL

One second to impact. Suddenly the cliff wall VANISHES
ALTOGETHER -- revealing, in its place, the GAPING MOUTH OF
AN UNDERGROUND CAVERN.

The Batmobile zooms through. A moment later, the CLIFF WALL
-- which is nothing more than a HOLOGRAPHIC PROJECTION --
winks back into existence, showing no trace of the cavern.

INT. BATCAVE - NIGHT

We all know this place. Although we haven't had time to
acquire the familiar mementos -- the dinosaur, the giant
penny -- the BATCAVE is unmistakable. Vast banks of
blinking computers. A state-of-the-art crime lab. A fully-
equipped workshop for hammering out new toys. It's the
biggest and best secret clubhouse a boy could wish for.

BATMAN climbs out of the car. He removes his cape, strips
off his bullet-riddled jersey and his body armor. There are
TWO BIG BRUISES on the center of his chest.

VICKI looks on as he goes to a rack along one wall and
picks out a fresh tunic -- one of four. She wanders over to
examine the row of bat-suits -- and the BODY ARMOR.

VICKI
What is this stuff? Kevlar?

BATMAN
Better. It's not on the market yet.

VICKI
It doesn't protect your head,
though.

BATMAN
That's why I wear a target on my
chest.

THE BATMAN takes obvious pleasure in showing her his
futuristic bachelor's pad. His tone is jokey, almost
flirtatious. Behind the mask, he's a lot looser, more
carefree, than some guys we could name...

... like Bruce Wayne.

VICKI is, to put it mildly, awed. She wanders around gaping
at millions of dollars' worth of equipment.

VICKI
How'd you find this place?

BATMAN
Stumbled across it when I was a boy.

VICKI'S HEAD jerks up abruptly. In the dim recesses
overhead, BATS ARE SCREAMING. She shivers.

BATMAN (cont.)
They don't come down here. They're
afraid of the lights.

VICKI
I don't like bats. Not that kind.

BATMAN
They used to terrify me. But I
forced myself to keep coming back,
and --
(smiling)
-- I guess I became the thing I
feared the most. I'll do your photos
now.

He goes to a HIGH-SPEED PHOTO PROCESSING MACHINE -- the
kind they have at Fotomat, only better -- and loads the
roll.

VICKI wanders over to the edge of a DEEP BLACK PIT. She
kicks a pebble over. Long seconds pass; no sound.

She looks up. Suspended over the bottomless pit are a pair
of GYMNAST'S RINGS. This guy is dedicated.

VICKI
Who pays for all this?

BATMAN
I have sponsors.

VICKI
The computers?

BATMAN
I'm running a check on the tainted
products. There is a pattern.
Beauty products. Personal hygiene.

VICKI
No more makeup. -- Looks like we'll
all be showing our true faces now.

She looks straight at him. It's almost a direct request.
But BATMAN is preoccupied with the matter at hand.

BATMAN
I've tracked all the records. Every
shipment, every warehouse, every
loading dock. Nothing. No
opportunities for tampering. Somehow
the Joker is supplying tainted
ingredients... at the source.

VICKI
Wait. You can just tap into any
corporate database you want?
Anywhere?

BATMAN
Oh, no. I let the FBI do that. Then
I tap into the FBI. -- Your photos
are ready.

He holds up a hand to VICKI: stand back. Then he checks out
the pictures -- SMILING as he shuffles through the prints.

VICKI
You could've killed him, you know.
You could have killed the Joker.

BATMAN
I had to save you, Vicki.
(turning to face her)
Here you go. I think I'll let you
keep the whole set.

She looks at the photos. Joker. Joker. Joker. And four
shots of the BATMAN in action. He's without his mask, but
there's no clean angle on his face.

VICKI doesn't quite know why, but her head is reeling.

BATMAN (cont.)
Care for an autograph?

He takes one of the prints, scrawls on it, hands it to her
with the inscription: "TO VICKI. LOVE, B."

Now he turns to shut down the photo machine. VICKI is
trembling. Her hand goes to her belt, finds the telephoto
roll concealed in her blouse. She steps up silently behind
him, reaches for his cowl. At the last second... she STOPS.

VICKI
... Bruce?

HE FREEZES IN PLACE for an indecisive moment. Then:

BATMAN
Are you talking to me?

He turns in seeming incomprehension. And shows her a
SMILE... the same crooked, curious, childlike smile she saw
on BRUCE's face that morning when she caught him singing.

BATMAN (cont.)
Maybe we've had enough for one
night. I'll take you home.

Almost in a trance now, she lets him lead her to the
BATMOBILE. As she takes her seat he reaches into his
utility belt for another KNOCKOUT CAPSULE.

BATMAN (cont.)
Do you want to do it this time?

VICKI doesn't move. She looks at the capsule in her hand as
he walks over to the driver's side and gets in.

BATMAN (cont.)
Don't be afraid. I'm here.

She takes one last look at the familiar SMILE beneath the
mask... then breaks the capsule and BREATHES DEEP.

FLAME ERUPTS from the rear of the Batmobile as the after-
burners kick in and BATMAN screeches off. A FIERY RED GLOW
fills the screen, BURNING OUT THE IMAGE as we

DISSOLVE TO:

EXT. GOTHAM STREET - 1963 - NIGHT (DREAM SEQUENCE)

The red glow resolves itself into a DREAMLIKE STREET SCENE:
liquid, weightless figures moving in a tinted, soundless
cityscape as DISTANT, TINKLY CARNIVAL MUSIC plays
underneath. We're outside a theatre watching first-nighters
emerge from the opening of a hit musical.

In the crowd we pick out THREE FIGURES: DR. THOMAS WAYNE,
his wife MARTHA, and -- in THOMAS's arms -- their young son
BRUCE. BRUCE hasn't made it through the show. He's asleep,
head nestled peacefully against his father's shoulder.

THOMAS rouses the boy gently, sets him down on the
sidewalk. BRUCE rubs the sleep from his eyes as THOMAS puts
an arm around his wife. Together they begin walking.

IN A SINGLE CUT the crowd has DISAPPEARED, and the WAYNES
are walking toward us up a deserted street. THOMAS and
MARTHA are laughing, making jokes, reaching down to tousle
BRUCE's hair. Their FACES, as they draw closer, are FULL OF
JOY. And then, without warning --

A HANDGUN enters frame.

The WAYNES freeze in their tracks. THOMAS steps
protectively in front of his wife, reaches for his wallet,
begins unbuckling his watch. He won't put up a fight.

MARTHA's hand goes involuntarily to the PEARL NECKLACE at
her throat.

The GUNMAN sees it, gestures for her to hand it over. But
MARTHA is paralyzed, afraid to move.

The GUNMAN steps past THOMAS, SNATCHES AT THE NECKLACE.

The instant his wife is threatened, THOMAS ATTACKS. The
pearl strand BREAKS in the GUNMAN'S HAND as he drops toward
the sidewalk.

A SILENT BURST OF FLAME erupts from the muzzle of the gun.

THOMAS CRUMPLES. MARTHA emits a PIERCING SHRIEK -- a shriek
we cannot hear --

-- a shriek cut short by a second burst of flame.

BRUCE stands paralyzed in shock. THE GUNMAN scoops a
handful of pearls off the sidewalk, reaches for MARTHA's
purse, and rises slowly -- his gun levelled directly at the
boy.

Almost catatonic, BRUCE stares down at the corpses of his
parents. At their hands, somehow intertwined. At the tiny
glinting pearls and the spreading pool of blood around
them.

He looks up with a gaze so bleak, so petrifying... that the
GUNMAN turns and runs.

AND WE CUT. To an exact reproduction of the Pulitzer Prize-
winning photo... the cops bent over the bodies, the medics
with their stretchers, the boy BRUCE, his arms wrapped
tightly around the waist of OFFICER GORDON.

There's only one difference. BRUCE's head is turned away
from us. We can't see his face.

And now a HAND enters the frame. Much like the GUNMAN's
hand, but feminine, beckoning. BRUCE, hearing his name,
LOOKS UP; then, agonized, ashamed, he BURIES HIS FACE in
GORDON's side. GORDON gestures angrily at the intruder.

But the hand keeps beckoning. And ultimately BRUCE turns.
Showing us the tear-stained face from the famous photo. A
face slack with horror. The horror of his parents' death...
and more importantly, the horror that someone would dare to
violate this most private and terrible of moments.

At last we see what BRUCE sees: a WOMAN crouched on the
sidewalk nearby. The WOMAN is holding a camera. The WOMAN
is smiling prettily at BRUCE.

The WOMAN is VICKI VALE.

A FLASHBULB EXPLODES. FILLING. THE SCREEN with its blinding
white light, SCORCHING OUT THE IMAGE as a HARSH RINGING
SOUND cuts through the silence.

CUT TO:

INT. BEDROOM - NIGHT

VICKI AWAKENS. She sits up in bed, tremulous, distraught.
The bedside phone is ringing. She reaches for it, but her
hand freezes in midair. She knows who's calling.

Three rings later, she manages to lift the receiver. To her
amazement, she finds she cannot speak. Finally, she hears a
VOICE at the other end of the line.

BRUCE (V.O.)
Vicki... ?

INT. BRUCE WAYNE'S STUDY - NIGHT

BRUCE at a big mahogany desk in his somber, book-lined
study. The room is dark but for a small table lamp.

BRUCE
Vicki, I've been thinking about you.
(long pause)
I know it's late. I'm sorry. I --
Are you there?

INTERCUT BRUCE AND VICKI

VICKI
Yes, Bruce -- I'm here --

BRUCE
I'm sorry about the way things went
between us. I'd very much like to
see you again.

VICKI
Well, Bruce... I don't think... that
would be possible.

BRUCE
I wish you'd reconsider.
(groping)
I didn't stand you up today. The
museum was closed when I got there.

VICKI
I, uh...

ON VICKI

Her voice trails off. She's profoundly shaken. She knows.

BRUCE (V.O.)
Vicki? Vi --

She returns the receiver to its cradle.

ON BRUCE

He hears the click. His lips part slightly. He hangs up and
sits there at the desk, staring straight ahead.

CUT TO:

INT. VICKI'S BATHROOM - NIGHT

TOTAL DARKNESS. VICKI stands before the bathroom mirror.
She holds the OPENED ROLL OF TELEPHOTO SHOTS over the sink.

Then she strikes a match. IGNITES the film. Drops it into
the sink, and -- with hollow eyes -- WATCHES IT BURN.

CUT TO:

INT. VICKI'S APARTMENT - LATER - NIGHT

It's four in the morning. VICKI, wrapped in a bathrobe,
still shaky, pours her fifth cup of coffee. Sitting across
from her is a rumpled and stubbly ALEXANDER KNOX.

KNOX
Vicki, it all fits. The stuff you're
telling me -- the car, the equipment
-- somebody's paying for it.

VICKI
I just can't --

KNOX
The FBI. You know who's got the FBI
computer contract? Wayne
Technologies.
(shaking his head)
The guy's bats all right. He's bat
shit crazy. This is gonna be the
most incredible --

VICKI
But he's not.

KNOX
Not what?

VICKI
He's not crazy.

KNOX slaps his forehead in frustration, sprawls back in his
chair.

KNOX
Vicki. We got a wealthy millionaire
here... who dresses up like a bat. He
goes out at night and swings around
-- in his cape -- on a rope.
(throwing up his hands)
Okay. Maybe I'm crazy.

VICKI
Allie... he wants to tell me.
That's why he took me there. Because
he's trying to tell me.

KNOX
Gimme a break. If he wants to chat,
he can talk to his car.

The joke dies. VICKI stares dead ahead. KNOX looks on in
utter disbelief as it all comes into focus: he's lost her
loyalty. VICKI is in over her head with BRUCE.

VICKI
He has to tell someone. And I'm the
one. He's trying to tell me.

KNOX, hurt in a way he doesn't fully understand, gets up
and pulls on his coat. He stares at her coldly:

KNOX
Well, when he does you know my
number.

CUT TO:

EXT. NEWSSTAND - DAY

CUSTOMERS are lining up to buy the early edition of the
Globe, which carries the full-page banner headline:

WAR OF THE FREAKS
Batman, Joker in Fluegelheim Shootout

In the midst of the hubbub a DELIVERY TRUCK cruises past,
dumping a bundle of AFTERNOON EDITIONS on the sidewalk.
"WAR OF THE FREAKS" has been relegated to the lower right-
hand corner of the page -- supplanted by more pressing
news:

STOCK MARKET CRASHES
Product Scare Drops Dow to 1100
Biggest One-Day Decline in History

INT. WAYNE FOUNDATION - DAY

BRUCE in a plush office suite downtown, on the phone to his
broker. Behind his desk is a big plate-glass window with a
fortieth-floor view of the financial district, so he can
wave at his fellow millionaires on their way down.

BRUCE
Don't sell. It won't last. We'll
ride it out.

With exaggerated calm, he hangs up. He lifts the receiver
to dial another number, then hesitates and hangs up again.

INT. RECEPTION AREA - A MOMENT LATER - DAY

BRUCE, affecting an air of nonchalance, strolls past a
squad of SECRETARIES at desks. Phones are ringing off the
hook.

INT. HALLWAY - A MOMENT LATER - DAY

BRUCE ambles past a couple of COLLEAGUES. One of them is
shambling catatonically down the hall, bumping into walls.
The other is WAILING HYSTERICALLY.

WAILING COLLEAGUE
... a nine-million-dollar bath!

BRUCE nods in sympathy as they pass. He stops outside the
door to a men's room, looks around cautiously, then enters.

INT. MEN'S ROOM - A MOMENT LATER - DAY

A small anteroom outside the bathroom proper, with a bank
of PAY PHONES on one wall. BRUCE checks the bathroom to
make sure it's empty, then digs out a quarter and dials a
number. He cups one hand confidentially over the receiver:

BRUCE
(the familiar rasp)
Vicki?... This is Batman. I thought
I'd call and see how you're doing.

INT. VICKI'S APARTMENT - DAY

VICKI
(hesitantly)
... I know it's you, Bruce. I'm not
going to talk to you unless we can
discuss it.

INT. MEN'S ROOM - ON BRUCE

BRUCE
(a little smile)
Who's this "Bruce"? Are you trying
to make me jealous?

VICKI (V.O.)
(filter)
I'm serious, Bruce. We have to --

At this very moment, a DAZED FINANCIER enters from behind.

FINANCIER
Hi, Bruce.

BRUCE automatically claps a hand over the mouthpiece. His
face goes slack as he hangs up -- with VICKI'S TINNY VOICE
still squeaking on the other end of the line.

CUT TO:

INT. DISTRICT ATTORNEY'S OFFICE - NIGHT

HARVEY DENT at a big desk, flanked by a number of
POLITICOS.

DENT
... We deal.

ADVISER
Harvey, please. I mean --
(shaking his head)
If your first official act as D.A.
is to cut a deal with a
terrorist...

DENT
Screw that, Ed. We've got a market
panic of national proportions.
-- We've got 786 people dead.
(beat)
I won't sacrifice one more life for
the sake of appearing strong.

POLITICO
Harvey's right. We've got the 300th
anniversary gala coming up. The
networks won't even send in a crew.

ADVISER
Harvey, the police are working round
the clock, the feds are coming in.
This thing could break any minute
now.
(turning)
Tell him, Jim.

COMMISSIONER GORDON reaches into his vest pocket for a
cigar. He clips the end off, lights it, takes a long
drag... and STARES GLUMLY at the floor.

GORDON
Cut the deal.

INT. CITY HALL - NIGHT

The MAYOR sits impatiently at a long table, flanked by JIM
GORDON, HARVEY DENT, and other prominent officials. The
room is packed with REPORTERS and TV NEWS CREWS.

NEWS ANCHOR
... at City Hall, where the mayor is
waiting to open negotiations with
the clown-faced terrorist known as
the Joker. It is now eight minutes
past the appointed deadline, and
still no word from --

INT. GOTHAM GLOBE - CITY ROOM - THAT MOMENT - NIGHT

REPORTERS cluster around a bank of four TV sets, each tuned
to a different station, all broadcasting from city Hall.

REPORTER I
Look at 'em sweat. Can't wait for
the next Gallup Poll.

REPORTER II
Hey Knox, cheer up. It ain't the
Batman but it's pretty choice.

KNOX, who has recently taken up smoking, responds with a
grunt. SUDDEN HUBBUB from the ONLOOKERS as a wave of VIDEO
NOISE wipes half the screen away.

INSERT - TELEVISION SCREEN

Split-screen. On one side is the MAYOR. On the other --
sitting in a director's chair with a big yellow HAPPY-FACE
BACKDROP behind him -- is the JOKER, grinning fiendishly.

JOKER
Joker here. Can we talk?

The MAYOR fumbles for his prepared statement.

MAYOR
"While this administration remains
vehemently opposed to terrorism in
any form, we are prepared to
negotiate any reasonable demands
which will guarantee the safety of
the populace."

JOKER
Huh. Demands. Well, gents, this is
kinda embarrassing, but... I'm having
such a swell time, I just haven't
thought any up.

He shrugs. STARTLED REACTIONS from the city officials.

JOKER (cont.)
But I'm a reasonable fella. If you
want to make me an offer...

Panicked, the MAYOR and co. go into a quick huddle.

MAYOR
All right, all right. Here's the
deal. Total amnesty... and the sum of
ten million dollars, payable in --

JOKER
Ten million dollars. Ten million
dollars.
(flying off the handle)
Ten mi-- YOU CHEAPSKATES! I've just
wiped out the stock market. I've
cost you billions!
(petulantly)
I want ten million and one.

MAYOR
No, wait, please! We'll talk. Just
tell us what you expect.

JOKER
Goddammit, I expect to be treated
like an ARTIST. GET OFF MY SCREEN!!

MORE VIDEO STATIC sweeps across the screen, pushing the
MAYOR clean out of frame. The JOKER leers at the camera.

JOKER (cont.)
I might just think up some demands.
And I'm gonna talk to all my
friends, and see what they want,
too. And then maybe we'll get
together -- have a little party --
exchange presents.
(waving goodbye)
Happy Birthday, Gotham.

"The Shadow of Your Smile" comes up UNDERNEATH as the
JOKER's transmission ends and the SCREEN GOES BLACK.

INT. GLOBE CITY ROOM - THAT MOMENT - NIGHT

FRANTIC ACTIVITY as REPORTERS rush to their telephones and
typewriters. KNOX strolls slowly back to his desk. He's
sitting on the biggest story of his career... and now, as
he realizes grimly, nobody knows or cares.

CUT TO:

EXT. ANDREWS ISLAND - DAY

A tiny island in Gotham Harbor, homesite of LADY GOTHAM --
the huge, newly restored stone statue that welcomes
incoming ships. Her upper half is draped in a huge TARP
prior to the unveiling ceremony scheduled for this Sunday.

At the base of the statue, WORKMEN are assembling a big
wooden platform, complete with microphones, amplifiers and
spotlights. They raise a gigantic BANNER which reads:
"GOTHAM CITY -- 300TH ANNIVERSARY CELEBRATION."

CUT TO:

EXT. WAYNE MANOR - DAY

A TAXI pulls away from the wrought-iron gate at the
entrance to the estate. KNOX ambles up to a stone pillar,
glances up at a VIDEO CAMERA mounted over the gate, and
hits a BUZZER.

ALFRED (V.O.)
(through loudspeaker)
Yes?

KNOX
Alexander Knox. Gotham Globe.

ALFRED (V.O.)
Mr. Wayne is out for the day.

KNOX
Actually, I wanted to talk to
Batman. Pass that on to Mr. Wayne,
would you?

KNOX starts cockily off down the driveway -- then STOPS.
Behind him, the iron gates are SLIDING OPEN.

INT. BRUCE'S LIBRARY - TEN MINUTES LATER - DAY

KNOX, agitated, drums his fingers on the edge of a big
leather chair. BRUCE stands across from him.

BRUCE
I've been expecting to hear from
you.

KNOX
Well, that's how it is, chum. She
tells me everything.

BRUCE
What is it you want?

KNOX
Simple. You know the score. One
column -- and I can bring all this
tumbling down. I can take you off
the streets once and for all.
(a shaky pause)
I want you to hang up the suit. And
I want you to stay away from Vicki.

BRUCE
I can't do that. Not while the
Joker's still out there.

KNOX
Then stay away from Vicki. That's
all I want, man. I just want your
word.

BRUCE turns away, evading his gaze. KNOX fumbles in his
jacket for a cigarette.

KNOX (cont.)
See, I don't know how it happened --
she's a smart girl and you are an
extraordinarily screwed-up guy -- but
she's in love with you.

BRUCE
There's something I don't
understand. If you've got the story,
why haven't you printed it?

KNOX
Because I --
(beat)
Because she'd never speak to me
again.

KNOX is a bundle of nerves now. No longer cocky, he stubs
out his newly-lit cigarette -- and begins to PLEAD OPENLY.

KNOX (cont.)
Come on, Bruce. Be straight. What
have you got to offer? You gonna
marry her? Batman and Mrs. Batman?
(laughing bitterly)
Gimme a break, huh? Who's gonna be
Best Rodent?

BRUCE sinks into a chair, exhales sharply. He can't even
put up an argument. The two of them sit there, not looking
at each other, as ALFRED appears in the doorway.

BRUCE
Do you want a drink?

KNOX
Yeah, a drink. "Civilized." Man-to-
man, right?

BRUCE
Alfred, bring something for Mr.
Knox. -- I'll have one too.

CUT TO:

EXT. GOTHAM PARK - LATE AFTERNOON

The weekend-long BIRTHDAY GALA is getting underway, and
Gotham Park is mobbed with CELEBRANTS enjoying a FREE
CONCERT. Onstage: FIVE ELVIS IMITATORS, dressed in
everything from black leather to white spangled jumpsuits,
representing the King in progressive stages of
deterioration.

INT. VICKI'S APARTMENT - DUSK

She's on the sofa beside a disconsolate BRUCE.

VICKI
... So we just pretend none of this
ever happened. We never met. We --
(frightened)
You're going to get yourself killed,
Bruce. You know that, don't you?

BRUCE
It wouldn't matter much.

VICKI
I don't understand it. You can do so
much good for people. As Bruce
Wayne.

He sinks back on the sofa, closes his eyes. He's had the
same argument with himself a thousand times.

BRUCE
Money makes money, Vicki. The
foundation runs itself. -- I'm
extraneous to the process.

VICKI
You're one man. You can't save
everybody.

BRUCE
What it I could save a handful?
-- What if I could save one?

VICKI is sick of watching BRUCE torment himself. She stands
up, almost crying now, and ACCUSES HIM DIRECTLY:

VICKI
Bruce, at the rate you're going, you
can't even save yourself.

BRUCE
(staring right at her)
Sometimes... I don't know if there's
enough of me left to save.

VICKI is totally drained. She heads for the kitchen.

VICKI
Oh, God. I've got to have some
coffee or something.

A moment's breather as BRUCE sits on the sofa reflecting.
Then, suddenly, a KNOCK at the door.

VICKI reappears and moves to answer the door. BRUCE -- on
his feet instantly -- grabs her by the shoulder.

BRUCE
Are you expecting anyone?

She nods no. He goes to the peephole in the door.

BRUCE (cont.)
Who's there?

THROUGH THE PEEPHOLE he sees a DELIVERY BOY.

DELIVERY BOY
Package tor Miss Vale.

BRUCE
Set it down by the door. On the
left-hand side.

The DELIVERY BOY sets the package down and wanders off,
tipless, muttering something about "cheap shits." After a
moment's interval, BRUCE opens the door and bends to pick
up the mysterious package.

Another brown-paper parcel... ADDRESSED IN CRAYON.

VICKI
BRUCE!

He strides past her, handling the parcel gingerly, and sets
it down on the kitchen counter.

VICKI (cont.)
It's just like the last time. He
sent me a present before he --

BRUCE
Very thoughtful. Don't touch it.

As VICKI watches, he goes into the living-room and finds
his ALLIGATOR ATTACHE CASE. He opens the case, removes a
LAPTOP COMPUTER and a handful of business papers... then
lifts out a false bottom to reveal his UTILITY BELT.

VICKI
Oh, Bruce. Don't tell me you carry
it around with you.

BRUCE
I feel naked without it.

He takes out a tiny ULTRASOUND SCANNER -- rather like a
stethoscope, with a miniature sonar display where the
earpieces should be -- and runs it over the package.

BRUCE (cont.)
Not a bomb. But it could be rigged.
Wait in the next room.

He takes a small GAS MASK from his belt, puts it on, then
SLITS THE WRAPPING with a steak knife.

Nothing. Cautiously, he pulls back the flaps. The box is
full of STYROFOAM POPCORN. BRUCE shoves a hand down into
the popcorn... and extracts a HUMAN EAR.

In the doorway behind him, VICKI lets out a squeal.

BRUCE grabs the box and dumps TWO DOZEN EARS on the
counter.

BRUCE
... They're wax.

VICKI finds a hand-scrawled NOTE among the ears.

VICKI
"It worked for Van Gogh. Let's make
up. I'll need you soon." -- Whew.

BRUCE
(lost in thought)
That does it. It's going to be this
weekend.

The KITCHEN PHONE rings. VICKI reaches for the receiver.
Her eyes go wide and she gestures him over.

INT. ALICIA HUNT'S APARTMENT - THAT MOMENT

ALICIA, in her porcelain mask, on the phone.

ALICIA
I thought you ought to know -- he's
coming for you...

ON BRUCE AND VICKI

Faces pressed together as they listen in. BRUCE covers the
mouthpiece with one hand.

BRUCE
Keep her on the line!

VICKI
... Where are you calling from?

As VICKI struggles to keep the conversation alive, BRUCE
rushes into the living room and crouches beside his LAPTOP
COMPUTER. He plugs it in, flips open the screen, punches up
a telecommunications program.

A moment later VICKI enters from the kitchen.

VICKI
I'm sorry, she hung up. What are --

BRUCE
Finding out where she is.

VICKI
How can you do that if she's already
off the line?

BRUCE
I've had an automatic tracer on this
number ever since he tracked you to
the museum.

INT. BATCAVE - THAT MOMENT

MASSIVE COMPUTERS click and whir. At BRUCE's prodding,
INFORMATION comes up on the monitor: a number, a name --
ALICIA HUNT -- and an East Side address.

INT. VICKI'S APARTMENT - THAT MOMENT - EVENING

THE SAME INFORMATION scrolls across BRUCE's screen.

BRUCE
Got it!

VICKI
What now!

BRUCE
Hang on. I have to leave a message.

HE FREEZES. He's heard something in the hallway outside.

INT. HALLWAY - THAT MOMENT

ELEVATOR DOORS open on THREE THUGS. One of them uses a key
to lock the car in place on VICKI's floor. The key is on
the end of a ring which contains dozens of other keys.

The KEY RING belongs to a DOORMAN, who's riding in the
elevator with the JOKER's trio of thugs. He's dead, alas.
The THUGS dump him unceremoniously on the floor of the hall
and march toward VICKI's apartment.

INT. VICKI'S APARTMENT - A MOMENT LATER

BRUCE is nowhere in sight. VICKI is at the sink washing
dishes, acting nonchalant. She pretends not to hear the
DOOR unlocking behind her.

She turns -- and faces the THREE ADVANCING THUGS.

THUG I
Hi, Miss Vale. Let's not put up a
fight, huh? 'Cause we'd hate to have
to --

BRUCE steps into the doorway behind them. With a single
sweep of the arm, he flings THREE DRUG-TIPPED NINJA WHEELS
at the thugs, catching one in the neck, one in the
shoulder, one in the hip. They COLLAPSE in quick
succession.

BRUCE
There's a garage in this building?

VICKI nods yes. BRUCE -- all business now that he's in his
element -- disappears into VICKI's bedroom.

She peeks around the corner. He reemerges carrying a BLACK
NYLON STOCKING, which he stuffs into his pocket. VICKI is
full of question, but he shushes her before she can speak.

BRUCE (cont.)
I've got to take him out now.

He stoops down beside the THUGS and pulls the elevator key
off the key ring -- which he then tosses to VICKI.

BRUCE (cont.)
Pick an apartment and stay there.
And listen: call the police. Give
them that address. Every available
man.

He starts out the door, stops just long enough to take a
dumbfounded VICKI in his arms for a kiss.

INT. UNDERGROUND GARAGE - A MOMENT LATER - EVENING

THE JOKER'S VAN, bearing the Monarch Playing Card logo. TWO
ARMED GOONS lean against the hood. They watch as the
elevator opens and an ordinary fellow in a suit steps out.

BRUCE pulls car keys from his pocket and strolls past the
thugs, head down, whistling. As he walks around the van,
his hand brushes against it -- leaving a MAGNETIZED HOMING
DEVICE, almost too tiny to notice, stuck to the fender.

He walks another six paces, then stops short. He feels
around in all his pockets, making a big show of having
forgotten something.

BRUCE
Oh, hell!

The GOONS eye him curiously as he strides back toward the
elevator. The doors are closing before it strikes them that
something is amiss.

GOON
Hey, boss, something's up. The
elevator's working.

INT. VAN - ON JOKER

Frustrated, snarling, ready to throw a tantrum.

JOKER
DAMMIT! You can't get good help
these days. -- Let's move out.

EXT. STREET - EVENING - OVERHEAD ANGLE

From high above the street we see the JOKER'S VAN pulling
out of VICKI's building. We're up on the roof, with BRUCE.
He hits a button on his utility belt, and a RED SIGNAL
LIGHT begins to flash.

BRUCE clamps the utility belt around his waist. Pulls the
BLACK NYLON STOCKING over his head. And suddenly, he's
BOUNDING ACROSS THE ROOFTOPS in pursuit of the JOKER.

EXT. CROSS STREET - A MOMENT LATER - EVENING

The VAN turns right at the intersection. Nothing unusual.
But for some reason, PEDESTRIANS are pointing at the sky,
staring goggle-eyed at the rooftops.

Far above them, a MAN -- dressed in a suit, a tie, a yellow
belt and a BLACK STOCKING MASK -- is gliding across the
intersection on a ROPE.

INT. VAN - A MOMENT LATER

The VAN DRIVER guns through a red light. BRAKES SQUEAL on
either side. In the back of the van, the JOKER GROWLS:

JOKER
Slow down, you maniac!

EXT. INTERSECTION - THAT MOMENT - EVENING

As the VAN ROARS PAST, a MOUNTED POLICEMAN shakes his fist.
His horse shies, rears back, turns in a circle. He's just
about gotten the beast calmed down when a MAN IN A STOCKING
MASK plummets down on a rope from nowhere and lands
directly behind him on the horse's back.

BRUCE elbows the startled COP. Now there's only one rider.
The VAN turns left. BRUCE gallops straight ahead through
the intersection, hoping to cut the JOKER off.

INT. ALICIA HUNT'S APARTMENT - THAT MOMENT

ALICIA peers out through the window. On the street below,
UNMARKED CARS are converging.

INT. VAN - THAT MOMENT

The JOKER and co. are two blocks away from ALICIA's. They
see a POLICE SWAT TEAM sealing off the building.

DRIVER
Boss! Jesus! They've --

JOKER
They'll be sorry. They'll be
sorry. -- GET OUT OF HERE!

EXT. SIDE STREET - THAT MOMENT - EVENING

BRUCE on horseback, charging past elegant old brownstones,
drawing stares from passersby. We get a quick look at the
FLASHING RED SIGNAL LIGHT on his belt.

EXT. RIVERVIEW DRIVE - THAT MOMENT - EVENING

A YELLOW VW BUG rips up the street at 70 mph.

INT. VOLKSWAGEN BUG - THAT MOMENT

We can't see the driver. But we do see, on the seat
beside him, a VIDEO DISPLAY with a shifting grid map of the
city -- and on it, a FLASHING SIGNAL blinking in perfect
sync with the one on BRUCE's belt.

EXT. SIDE STREET - THAT MOMENT

BRUCE sees the VW bug rounding the corner and STREAKING
TOWARD HIM. He reins in the horse; it rears back on its
hind legs in a classic western pose; the BUG zooms past --

-- and ALFRED THE BUTLER heaves out a BROWN LAUNDRY BUNDLE,
neatly tied in string.

BRUCE snatches it out of the air, gives ALFRED a quick
salute -- and the BUG is gone.

INT. JOKER'S VAN - EVENING

The JOKER and his boys are stalled in heavy traffic at the
southern border of Gotham Park. POLICE BARRICADES are
everywhere; the surrounding streets have been roped off for
the birthday gala. HORNS HONK in anger.

JOKER
MOVE! Can't you do something??

DRIVER
It's some kind of detour. They're
backed up for blocks!

The JOKER snorts. He happens to glance into the side-view
mirror. What he sees there... CURDLES HIS BLOOD.

JOKER
Oh my God. How does he do it... ?

EXT. STREET - A BLOCK AWAY - THAT MOMENT

THE BATMAN, IN FULL COSTUMED GLORY, GALLOPING UP THE STREET
ON HORSEBACK -- passing stunned COPS, weaving in and around
the stalled autos, GAINING FAST on the JOKER.

INT. VAN - THAT MOMENT

THE JOKER climbing all over the DRIVER. He HITS THE GAS,
RUNS THE VAN UP ON THE SIDEWALK, and -- at the first
opening he sees -- CRASHES THROUGH A POLICE BARRICADE INTO
GOTHAM PARK ITSELF.

BATMAN is half a block behind him now. As he follows hot on
the JOKER's heels, TWO HELICOPTERS swing into the park from
overhead.

EXT. GOTHAM PARK - EVENING

CROWDS EVERYWHERE. On the central platform where we saw the
FREE CONCERT earlier, an EMCEE mans the microphone:

EMCEE
-- the most spectacular, most death-
defying aerial stunt ever devised.
Tonight -- for the first time
anywhere -- THE FLYING GRAYSONS!

He points up at the two approaching HELICOPTERS, flying
side-by-side in tight formation some forty feet apart.

ANGLE ON HELICOPTERS

ONLOOKERS GASP as TWO TRAPEZES drop from the bellies of the
twin copters. Dangling from the trapezes are the FLYING
GRAYSONS -- a husband-and-wife aerialist team in spangled
red-and-green suits. They begin swinging toward each other
in a plane perpendicular to the path of the copters.

EXT. GOTHAM PARK - GROUND LEVEL

PANIC DOWN BELOW as the JOKER's van barrels through the
crowd, HORN BLARING. BATMAN is moving up swiftly.

On each wrist he's wearing a MINIATURE ROCKET LAUNCHER. He
lets fly with TWO SALVOS. The first explodes harmlessly
against a tree. The second HITS THE REAR DOOR OF THE VAN --
driving it off the access road down into the brush, where
it nearly topples over sideways.

ANGLE ON FLYING GRAYSONS

GRAYSON has just completed a double somersault in midair,
landing in the capable hands of his wife. Now they're
swinging again, building momentum as he prepares to make
the return leap back to his own trapeze.

INT. HELICOPTER - THAT MOMENT

In the bay of the helicopter stands a kid, fifteen,
compact, tough, and wiry: DICK GRAYSON. Like his parents,
he's wearing a red-and-green suit. From the copter, he's
got a perfect bird's-eye view of the BATMAN-JOKER chase.

PILOT
Ready to go, Dick?

DICK
What's all the ruckus down there?

EXT. PARK - GROUND LEVEL - THAT MOMENT

The VAN bounces over rocks and bushes, narrowly avoiding
trees, with BATMAN in hot pursuit.

INT. VAN - THAT MOMENT

At the foot of a hill, the JOKER spies a truck. On its
side, in bright red letters, a WARNING: "DANGER -
FIREWORKS. FLAMMABLE LOAD."

The JOKER reaches into the back for a HIGHWAY FLARE.

JOKER
Head for the truck!

INT. HELICOPTER - THAT MOMENT

Hovering over the chase scene, DICK catches sight of the
JOKER. He GASPS IN SHOCK as a LIT FLARE flies from the back
of the VAN... directly into the FIREWORKS TRUCK.

EXT. PARK - GROUND LEVEL - A MOMENT LATER

THE BATMAN is thrown off his horse by the shock of a
massive EXPLOSION. All at once, THE SKY IS FULL of
BURSTING, INCANDESCENT COLORS!!

THE JOKER hangs out of the rear of the van, looking up, an
expression of PURE DELIGHT on his face.

JOKER
I love fireworks!

ANGLE ON HELICOPTERS

LURCHING AND SPINNING IN THE SKY as FIREWORKS rocket past.
One of them takes a dead hit on the rotor. JOHN GRAYSON
falls to his death instantly; a moment later, the COPTER
plummets into the trees with a resounding, fiery CRASH.

MARY GRAYSON hangs from the second copter as it bobs and
weaves out of control. ONLOOKERS SCREAM IN TERROR.

EXT. STREET - THAT MOMENT

THE JOKER'S VAN bursts out of the park and speeds up a
wide, cordoned-off avenue. Overhead, THE SECOND COPTER
veers wildly, out of the park now, swinging dangerously
close to the tall buildings along the avenue.

INT. HELICOPTER - THAT MOMENT

DICK GRAYSON at the mouth of the bay, hanging on by a
canvas strap. He watches helplessly as his MOTHER swings
into a POWER LINE and drops three stories to the pavement.

DICK
NO! NOOOOOOOO!!!!

His face is contorted with rage and pain. The PILOT
struggles desperately to right the copter, barely avoiding
a collision with the nearest building. And then -- before
THE PILOT can make a move to stop him -- DICK HAS JUMPED
OUT OF THE COPTER.

ANGLE ON DICK

With astonishing physical grace, he DIVES. GRABS A
FLAGPOLE. Executes a perfect somersault. FLIPS onto a
nearby fire escape. VAULTS to the next fire escape down.
And LEAPS OUT OVER THE STREET --

-- MAKING A PERFECT TWO-POINT LANDING on his intended
target... THE ROOF OF THE JOKER'S VAN!!

INT. VAN - THAT MOMENT

THE JOKER hears a THUNK overhead. He casually lifts his gun
and BLOWS A HOLE THROUGH THE ROOF OF THE VAN.

EXT. ROOF OF VAN - MOVING - THAT MOMENT

The blast just misses DICK. He sprawls flat, YANKS at the
chrome luggage rack on the roof of the van, and BREAKS OFF
A FOUR-FOOT SHAFT OF METAL.

ANOTHER SHOT through the roof. DICK rolls forward, hoists
his chrome spear over the windshield.

INT. VAN - THAT MOMENT

SPLINTERED GLASS flies everywhere as DICK RAMS THE SHAFT
THROUGH THE WINDSHIELD. THE DRIVER dodges left and LOSES
CONTROL OF THE WHEEL.

EXT. ROOF OF VAN - MOVING - THAT MOMENT

The VAN careens wildly toward an OVERPASS. DICK rises up
into a crouch just in time to see a sign which reads
"DANGER -- LOW CLEARANCE." He's about to get his head taken
off!

ONE SECOND BEFORE IMPACT a BLACK-CAPED SHADOW swings across
the street and SCOOPS DICK OFF THE ROOF OF THE VAN.

EXT. STREET - NIGHT

BATMAN AND DICK tumble to the pavement. THE VAN knocks over
a fire hydrant and STOPS. DICK is already on his feet,
ready to CHARGE THE VAN, when BATMAN throws a powerful arm
around his waist.

DICK
LET ME GO! LET ME --

THE JOKER steps casually out of the van. TWO GOONS with
MACHINE GUNS emerge behind him. PEDESTRIANS SCREAM as the
GOONS level their guns at the CROWD.

DICK (cont.)
YOU PIECE OF -- YOU MOTHERF--

DICK is kicking, screaming, clawing, biting. BATMAN has his
hands full restraining the kid.

JOKER
Like your boyfriend. He's kinda
hot.
(glowering at BATMAN)
Hands off the belt.

BATMAN
Take me. Let the boy go.

JOKER
Gosh, I could kill you, but then
you'd miss my party. And I'd be
real, real sad if you couldn't make
it.

BATMAN
What are you talking about?

JOKER
Batman! Don't you even recognize
your old pal Jack? After all...
(cackling insanely)
You made me what I am today.

BATMAN cocks his head in puzzlement as DISTANT SIRENS
BLARE. The JOKER and his HOODS -- guns still aimed at the
crowd -- back away and race off on foot, vanishing into the
night.

DICK BREAKS FREE and BOLTS AFTER THEM. BATMAN throws him to
the street with a flying tackle. The boy is hysterical.

DICK
HE KILLED MY PARENTS! HE KILLED
MY --

BATMAN flinches at the sound of the words. He reaches into
his belt and -- mercifully -- breaks a KNOCKOUT CAPSULE
under DICK's nose.

DISSOLVE TO:

INSERT - TELEVISION SCREEN

A taped report from the hallway outside ALICIA's apartment.
COPS and FORENSICS MEN mill about in the b.g.

REPORTER
... on a tip attributed to the
mysterious Batman. The apartment was
booby-trapped with the Joker's
laughing gas, leaving 17 policemen
dead.
(beat)
Also found dead at the scene was
Alicia Hunt, 26, a former model --

CAMERA PULLS BACK to reveal that the TV SCREEN is part of
BRUCE'S BANK OF MONITORS, deep in the Batcave. The other
screens show the various rooms of Wayne Manor, all empty.

We move now to the video display of a COMPUTER WORKSTATION,
showing TWO FACES side-by-side: a mug shot of JACK NAPIER
and a freeze-frame of the JOKER from one of his pirate
transmissions. A GRAPHICS PROGRAM abstracts the twin heads
into THREE-DIMENSIONAL, ROTATING TOPOLOGICAL GRIDS -- and,
as we watch, the two spinning heads COLLIDE AND MERGE.
Except for the fearsome grin, they MESH PERFECTLY.

Yet another terminal: BRUCE's database. The same phrase
flashes again and again, scrolling up the screen: ACE
CHEMICAL CO. ACE CHEMICAL CO. ACE CHEMICAL CO.

And, finally: BRUCE HIMSELF, slumped at a table, his head
in his hands. He's realized, to his horror, that he is
responsible for the birth of the Joker. And frankly...
he would just as soon be dead.

INT. WAYNE MANOR - GUEST BEDROOM - DAY

DICK GRAYSON is sprawled on a huge four-poster bed,
unconscious, softly moaning. He COMES TO with a jolt.

Breaking into a sweat almost instantly, he looks at his
unfamiliar surroundings. A shadowy figure stands nearby.

DICK
... Where am I?

BRUCE
My name is Bruce Wayne. You're
welcome to stay here as long as you
want.

BRUCE steps out just as ALFRED enters with a breakfast
tray. DICK makes a puzzled face. What the hell is going on
here?

INT. HALL OF JUSTICE - DAY

Beneath the statue of blind Justice, BRUCE and HARVEY DENT
march through the portico, engaged in a heated argument.

DENT
We'll send a team into Ace the
moment the warrant comes through.

BRUCE
He'll be ready when you do. Remember
what happened at the apartment.

DENT
All right, Bruce, what do you
suggest?

BRUCE
I suggest a nice big bomb.

DENT
Good. A bomb. On a blind tip from
Bruce Wayne. -- We do have laws.

BRUCE
Then for God's sake, Harvey, cancel
the anniversary celebration.

DENT
We've told him we'll deal. What
could he possibly have to gain by --

BRUCE
Do you still think the Joker cares
about money??

DENT
I don't know. I'm just a D.A. I
don't have access to all your
expert sources.

Mexican standoff. BRUCE stalks off fuming. DENT hangs back
a moment, then turns down the hall.

EXT. WAYNE MANOR - ESTABLISHING - DAY

The ornate, wrought-iron GATE which opens on the long
driveway snaking up toward Wayne Manor. It's bolted shut.

INT. WAYNE MANOR - DAY

A glass-enclosed room which houses an enormous HEATED
INDOOR SWIMMING POOL. DICK GRAYSON does a couple of laps,
then climbs out and towels himself off.

He looks out at the estate: tennis courts, a riding stable
in the distance. He's not happy. All this opulence could
drive a guy stark staring nuts in short order.

INT. GUEST BEDROOM - DAY

An OPEN SUITCASE on the bed. DICK fingers a gold ashtray
bearing the figure of Winged Victory -- then shrugs and
tosses it into the suitcase on top of his gymnast's
costume. When he looks up he sees BRUCE in the doorway
behind him.

DICK
... Your butler wouldn't gimme a ride
so I figured I'd hoof it.

BRUCE
Sorry. I can't let you leave.

DICK
You can't keep me here, man. That's
kidnapping.

BRUCE
If I let you leave, you'll do the
same thing again. You'll go after
the Joker... and you'll wind up dead.
(turning to go)

DICK
Hey, man. Look at you. You're
rich. You got everything you want.
How do you know what's in my mind?

BRUCE turns to face him. The little hellion's eyes are
filled with raw, burning hatred. BRUCE knows the feeling.

BRUCE
I don't care what's in your mind.
You're staying.

BRUCE reaches for a key in his pocket. Without warning, the
kid RUSHES him, throwing a rock-solid punch. With blinding
speed, BRUCE sidesteps him, parries the blow, and winds up
spinning DICK around -- INTO A WALL.

DICK is stunned, but he has to laugh. This rich boy has a
move or two. BRUCE stands there, silently challenging him.

A second later, the kid is airborne -- upping the ante with
a scissor-kick aimed squarely at BRUCE's gut. In a blur of
motion BRUCE checks the kick, swings an arm into DICK's
chest, and sends the boy sprawling flat on his back.

INT. WAYNE MANOR - KITCHEN - THAT MOMENT

ALFRED, in his apron, fixing a tray of snacks. He looks up
curiously at the ceiling. From the sound of it, a battle
royal is shaping up in the guest bedroom.

INT. GUEST BEDROOM - THAT MOMENT

DICK'S BODY -- head down, feet up -- flies through the air.
He SMASHES INTO a closet door and slumps to the carpet.
Shaken now, and sweating profusely, he looks up at BRUCE...
who stands calmly over him, adjusting his necktie.

A long, tense moment passes between them. Then:

DICK
... You're him.

No reply from BRUCE. Their gazes lock. And suddenly...

ALFRED (V.O.)
FREEZE!

DICK and BRUCE look around. The puny, mustachioed butler
stands in the doorway, feet spread in a Dirty Harry stance,
a .44 MAGNUM trained on DICK.

BRUCE
It's all right, Alfred. Everything's
under control.

ALFRED
... Very good, sir.

ALFRED relaxes, musters his dignity, and turns to go.

CUT TO:

INT. CONFERENCE ROOM - AFTERNOON

CANNED APPLAUSE as THE JOKER marches out onto a makeshift
STAGE to give his QUARTERLY REPORT to the stockholders.

JOKER
Thankya, thankya. Ladies and germs,
I'm here to tell you... we have had
one helluva quarter.

He waves a pointer at three SALES CHARTS on portable
easels.

JOKER (cont.)
Panic's up. Terror's up. And fear --
fear's gone straight through the
roof. You guys should be proud --
'cause I couldn'ta done it without
each and every one of you!

MORE CANNED APPLAUSE. The JOKER takes a bow.

JOKER (cont.)
I feel it's time to expand the
Joker line. I was askin' myself,
what are the products that every
consumer wants most? And that's when
it hit me: the water you drink, and
the air you breathe! Huh? Bingo!
(strutting across stage)
Now, some of you have your eye on
the profit margin. You're thinkin':
this boy's too ambitious. You
don't approve. In fact, some of you
have been talking about turning me
in to the cops. Or knocking me off.

He pauses. GLARES OUT at the audience. NO RESPONSE.

JOKER (cont.)
But that's okay. I understand. Not
everyone shares my eye for beauty.
And just to show there's no hard
feelings, I'm throwin' a little
shindig tonight -- and you're all
invited!

THE CANNED APPLAUSE goes right off the meter.

JOKER (cont.)
How 'bout it? IS EVERYBODY HAPPY??

REVERSE ANGLE - THE AUDIENCE

Familiar faces all around -- the major players of the
Gotham underworld. But despite the enormous twisted grins,
no one here is laughing or applauding. No one here is
living. The JOKER is playing to a roomful of smiling
corpses.

One of them topples out of his chair and lands with a plop.

JOKER
Look at that, folks. We got 'em
rolling in the aisles!

CUT TO:

INT. BRUCE'S BEDROOM - TOWARD DUSK

VICKI lies in BRUCE's bed, under the covers, propped up on
the pillows. BRUCE is in his robe over by the window,
looking out at his estate.

BRUCE
All this apparatus, Vicki... this
house, and the money, and the
power... it was never mine. It was
something I inherited. Bruce Wayne
was something I inherited.
(pause)
All I ever hoped for was someone who
could see through Bruce -- who could
see me -- and not be frightened.

VICKI
I'm not frightened of you, Bruce.
I'm frightened for you.

BRUCE
In all these years... why couldn't I
see how it would turn out?

He turns toward her. His face is ravaged with guilt. Now
she's truly afraid.

BRUCE (cont.)
I'm responsible, Vicki. If it wasn't
for me, there'd be no Joker.

CUT TO:

INT. BATCAVE - EVENING

TIGHT ON a tiny electronic device: two cylindrical steel
casings bracketed together, topped by a DIGITAL TIMER.
BRUCE makes a few adjustments with a jeweler's screwdriver,
hits a trigger, and watches the TIMER tick off seconds. 30.
29. 28. At 25 seconds, BRUCE kills the
countdown and CLAMPS THE DEVICE into an empty packet on his
utility belt.

He stands up wearily. He's in his bat-suit, minus the cape
and cowl. Behind him, hanging back discreetly in the
shadows, is his loyal butler ALFRED.

BRUCE
Where's the boy?

ALFRED
Upstairs. He's quite docile.

BRUCE
I know that feeling. It won't last.

BRUCE takes a moment to survey the Batcave as ALFRED looks
on tremulously.

BRUCE (cont.)
He's a long way ahead of where I was
at his age.
(taking ALFRED's
shoulders)
I want you to treat him just as if
he were me. Promise.

ALFRED
Yes, sir.

BRUCE
He'll be taken care of financially.
Beyond that... you know what to do.
Don't let all this go to waste.

Their eyes lock for a long moment. ALFRED is unable to
speak. Finally BRUCE turns and starts slowly up the long
circular stairway which leads from the Batcave to Wayne
Manor. On the third step he pauses:

BRUCE (cont.)
Alfred? -- Thank you.

As BRUCE disappears up the stairs, a shaken ALFRED steadies
himself against a lab table, fighting back tears.

INT. BRUCE'S BEDROOM - EVENING

BRUCE draws the curtains, sets an alarm clock. The current
time is 7:09 PM.

He sits cross-legged on the floor, slumps forward slightly,
and closes his eyes. He inhales, exhales, taking deep,
regular breaths. His muscles relax. Ten seconds later,
BRUCE has plunged into DEEP SLEEP.

Time passes. The clock shows 7:19, 7:32.

At 7:44 we TRACK IN on BRUCE's unconscious face, drawing
closer and closer until HIS EYELIDS FILL THE FRAME,
twitching with the irregular movement characteristic of
R.E.M. sleep. Without warning his EYES SNAP OPEN.

HOLD ON BRUCE'S GAZE -- grim, alert, determined -- as the
clock hits 7:45. An ALARM SOUNDS, BREAKING THE SILENCE with
its grating electronic WHINE.

DISSOLVE TO:

EXT. ACE CHEMICAL - AERIAL SHOT - NIGHT

The trademark ace on the illuminated sign. From our vantage
point high above, we can see THREE CARGO TRUCKS rolling out
the main gates. A half-mile away, THE BATMOBILE cruises up
the waterfront, approaching soundlessly, its headlights
off... preparing for a final showdown with the JOKER's
forces.

INT. ACE CHEMICAL - THAT MOMENT - NIGHT

The JOKER'S MINIONS, working late, readying a huge
shipment. At an open loading bay, we find a DISPATCHER with
a clipboard, directing MORE UNMARKED TRUCKS in the lot
outside.

DISPATCHER
Boston, Philly: loading bay one.

EXT. ACE CHEMICAL - THAT MOMENT - NIGHT

The BATMOBILE stops short of the main gate. ENGINES ROAR
and the supercar ACCELERATES, SMASHING THROUGH THE GATE and
taking half the chain-link fence with it.

In the guard's booth, ARMED GOONS pull guns as the
BATMOBILE streaks across the parking lot and LAUNCHES A
ROCKET at the corrugated metal door which opens on the
factory floor. A THUNDEROUS EXPLOSION tears a gaping hole
in the door.

INT. ACE CHEMICAL - THAT MOMENT - NIGHT

The BATMOBILE cruises through the flaming wreckage and
SKIDS TO A HALT on the refinery floor. The JOKER'S MEN are
everywhere. They take one look at the BATMOBILE, PANIC, and
PELT THE CAR with a barrage of MACHINE-GUN FIRE.

CRACKS begin to spread across the Batmobile's plexiglass
dome. Within moments, the windshield SHATTERS -- and
COLLAPSES ALTOGETHER.

INT. BATMOBILE - THAT MOMENT

BULLETS rip through the upholstered passenger seats. It
doesn't matter. The car is empty. No one's driving.

TRACK IN on the computer console -- where a familiar tinny
voice calmly repeats its pre-programmed command:

COMPUTER
... Detonate.

A beat. Then: BLAM.

INT. POLICE CAR - THAT MOMENT - NIGHT

A CONVOY approaches Ace Chemical -- GORDON's team preparing
to raid the plant. Inside each car: SPECIAL UNIT COPS
dressed in asbestos suits, gas masks in their laps.

All at once, a BRILLIANT RED GLARE suffuses the sky.

COP
Good Lord!

EXT. ACE CHEMICAL - THAT MOMENT - NIGHT

THE JOKER'S MEN running for their lives across the parking
lot, KNOCKED FLAT by the force of SIX DEAFENING EXPLOSIONS.
For a few seconds everything is flame and fury. And then --

All that's left of Ace Chemical is a pile of charred rubble
and a PILLAR OF THICK BLACK SMOKE, spiraling up to the sky.

CUT TO:

EXT. ANDREWS ISLAND - NIGHT

DAZZLING FIREWORKS explode in the night sky over Gotham
Harbor. SEARCHLIGHTS sweep across the mammoth, welcoming
stone figure of LADY GOTHAM -- still wrapped in canvas,
ready to be unveiled.

THOUSANDS OF RUBBERNECKERS jam every square inch of
Andrew's Island. COPS ON HORSEBACK speak into walkie-
talkies as they patrol the edges of the crowd. Across the
Harbor, Ace Chemical is going up in flames -- but as far as
the crowd can tell, with all the noise and excitement, it's
just another part of the celebration.

At the base of the statue, GOVERNOR GILROY speaks into a
microphone:

GOVERNOR GILROY
As Governor of this great state, it
is now my honor to unveil for you a
very special lady -- a lady who
stands tall for life and liberty --
America's favorite lady... LADY
GOTHAM!

The CROWD begins to APPLAUD RHYTHMICALLY, chanting 'LADY
GOTHAM! LADY GOTHAM!' It's like Times Square on New Year's
Eve, waiting for the big ball to drop. GILROY hoists a pair
of oversized scissors and cuts a ceremonial ribbon:
hydraulic CRANES kick into gear: CABLES DROP FREE, and the
canvas cover draws back from LADY GOTHAM's face...

... to a chorus of SCREAMS from the crowd. LADY GOTHAM IS
WEARING A GRISLY JOKER GRIN!!!

Suddenly -- in the midst of the hysteria -- THE
SEARCHLIGHTS DIE. The STAGE LIGHTS BLINK OUT. ANDREWS
ISLAND IS PLUNGED INTO DARKNESS. Instantaneous mass panic:
the GOVERNOR shouts to his aides as ONLOOKERS mob the
stage. COPS are knocked from their horses as the CROWD
stampedes. PANDEMONIUM RULES.

And across the harbor... block by block... GOTHAM CITY IS
GOING DARK.

EXT. GOTHAM SKIES - AERIAL SHOTS - NIGHT

QUICK SHOTS of FOUR HELICOPTERS hovering at different
points over the blacked-out city. LOUDSPEAKERS blare out a
PRE-RECORDED MESSAGE:

JOKER (V.O.)
HAPPY BIRTHDAY, Gotham. Here's a
little token of my esteem. HAVE
FUN... 'cause THE PARTY'S ON ME!

INSANE LAUGHTER echoes. CARGO BAYS open wide. The JOKER'S
HELICOPTERS begin LEAFLETING THE CITY... with MONEY!

SERIES OF SHOTS

ANARCHY IN GOTHAM as high-denomination bills flutter to
earth, blanketing the streets. HOPELESSLY OUTMANNED COPS
try to maintain order as SOLID CITIZENS trample one another
in a paroxysm of ANIMAL GREED. BUILDINGS EMPTY as APARTMENT
DWELLERS race outside. ALL TRAFFIC STOPS as DRIVERS climb
out of their cars to SNATCH MONEY FROM THE AIR.

DARKNESS EVERYWHERE. In the pitch-black subways, TERRIFIED
COMMUTERS are seized by claustrophobia. GLASS SHATTERS,
DOORS BREAK OPEN as they claw their way out of stalled
subway cars and SPILL OUT onto the tracks.

On the streets above, GOTHAM'S CRIMINAL ELEMENT is having a
field day. The cops are preoccupied, utterly helpless
against the first waves of RIOTING AND LOOTING.

FLAMES ERUPT. PUNKS race down the street carrying fur coats
and color TV's. LOOTERS break through the display window of
an electronics store, and climb in among the goodies...
only to FLY OUT, two seconds later, on the wrong end of a
SHOTGUN BLAST. THE JOKER'S DREAM IS COMING TRUE.

EXT. STREET - NIGHT

In a crouch on the pavement, snapping photos of the wild
street action, is VICKI -- fearless, professional, doing
her job. A battered FORD ESCORT cruises up behind her.

KNOX
VICKI!

VICKI sees KNOX, climbs into the passenger seat. He's
wearing a big smile. They're jazzed, oblivious to danger.

KNOX (cont.)
Couldn't turn down the job, huh? A
girl could get hurt this way.

VICKI
Yeah. Deja vu.

KNOX
What do you say? Let's head for the
lights.

In the distance, above the tops of the buildings, BEACONS
are sweeping the sky.

EXT. BROAD AVENUE - NIGHT

Stationed all up and down Gotham's widest thoroughfare are
huge portable SEARCHLIGHTS -- mounted on trucks with
portable generators, unaffected by the power outage.

On the money-covered sidewalks, TOTAL BEDLAM. But on the
street itself, a bizarre PARADE is taking place, just as if
nothing's wrong. Rumbling up the avenue at two-block
intervals, moored to floats, are DOZENS OF ENORMOUS
BALLOONS in the shapes of cartoon characters and historical
figures. It's like a hellish Thanksgiving's day procession.

The LEAD-OFF BALLOON is a gigantic, grotesque CLOWN --
smiling ghoulishly, dressed in white pierrot frills. We
TILT DOWN to the FLOAT BENEATH IT...

... and there, atop a mountain of roses where the prom
queen should be, sits the JOKER -- smiling, waving daintily
at the rioters and looters, presiding over the carnage like
some demented parade marshal.

CUT TO:

EXT. LAKE - NIGHT

A desolate rural setting. UTTER SILENCE. Moonlight glints
on placid waters. We track in on a small sign bearing the
legend: "GOTHAM CITY RESERVOIR."

Far off in the distance, HEADLIGHTS ARE APPROACHING.

EXT. ACCESS ROAD - AERIAL SHOT - MOVING - NIGHT

The THREE CARGO TRUCKS from Ace Chemical roll ominously
TOWARD THE RESERVOIR on their deadly mission. And then -- A
STREAKING BLACK SHADOW ENTERS FRAME, overtaking the TRUCKS.

THE BATWING! A phenomenal ULTRALIGHT AIRCRAFT, swift,
sleek, jet-black and infinitely maneuverable, it SOARS
EASILY past the trucks, swooping low just long enough to
release a BOMB over a concrete bridge.

EXT. ACCESS ROAD - A MOMENT LATER

The BRIDGE EXPLODES, blocking the trucks' path to the
reservoir. PUZZLED DRIVERS climb out of their cabs and
wonder what to do next.

They spot the BATWING in the distance -- banking, doing a
sharp 180. For a moment they gape in disbelief. Then they
HEAD FOR THE TREES as the BATWING DIVES DIRECTLY AT THE
TRUCKS, firing THREE ARMOR-PIERCING SHELLS... and
destroying the JOKER's lethal cargo once and for all.

ANGLE ON BATMAN

in the cockpit, his jaw set, not even looking back at the
wreckage as his plane screams off toward the Gotham
skyline.

EXT. GOTHAM STREET - NIGHT

FRIGHTENED PEDESTRIANS race past OVERTURNED CARS. A PARADE
FLOAT, run aground on the sidewalk, begins to BURN.

Above it, a damaged BALLOON -- the cartoon character
UNDERDOG -- is losing helium, warping and buckling in on
itself, sinking down gently toward the flames. Down the
street, KNOX'S FORD ESCORT is coming up fast.

INT. FORD - MOVING - THAT MOMENT

VICKI snapping photos out the window as UNDERDOG drifts
downward. FLAMES lick up at his belly -- and the cartoon
blimp EXPLODES.

KNOX
So much for Underdog.

THEN -- as they drive past -- A SECOND EXPLOSION. And all
at once the STREET IS FULL OF DEADLY GREENISH GAS!

VICKI
ALLIE!! THE WINDOWS!!

EXT. STREET - A MOMENT LATER - NIGHT

The Ford Escort, windows up, swerves out of a THICK
SPREADING CLOUD of GREEN LAUGHING GAS -- threatening to
engulf the entire block!

INT. FORD - MOVING - THAT MOMENT

KNOX
WHAT HAPPENED?!?

VICKI stares back at the green cloud. Turns. And sees, up
the street, THE JOKER'S PROCESSION: BALLOONS BY THE DOZEN!

VICKI
Oh my God. Compressor tanks. He's
got the balloons rigged with
compressor tanks!!

KNOX
Jesus Christ, the guy's a genius.

INT. BATWING - THAT MOMENT - NIGHT

BATMAN, at the controls, gliding over the Gotham streets.
He looks down, sees a BILLOWING HAZE of DENSE GREEN FUMES.
At its periphery: LOOTERS reeling and staggering, falling
to the pavement, LAUGHING THEMSELVES TO DEATH.

INT. FORD - MOVING - THAT MOMENT

VICKI staring through the windshield. Overhead, an AIRCRAFT
streaks past... an aircraft with SCALLOPED BLACK BAT WINGS.

VICKI
LOOK! IT'S BRUCE!!
(frantically)
Allie -- the balloons. We've got to
find some way to tell him!

KNOX
Great. How??

They speed up the street toward the PARADE. SPOTLIGHTS
SHINE. Suddenly KNOX's eyes bug out. He SLAMS ON THE BRAKES
and SKIDS TO A HALT.

KNOX (cont.)
COME ON!

EXT. AVENUE - A SECOND LATER - NIGHT

Before VICKI can speak, KNOX has grabbed a tire iron from
the back of the car and RACED OUT ONTO THE STREET. He
flings the TIRE IRON through a glass STOREFRONT.

It's a COSTUME SHOP. In the window, MANNEQUINS dressed in
party costumes: Frankenstein. Ronald Reagan. And, that
current popular sensation... THE BATMAN.

As VICKI catches up with him, KNOX drags the Batman dummy
out of the store window. RIPS OFF ITS BLACK CAPE. And
DASHES MANIACALLY UP THE SIDEWALK.

Waving the cape, he VAULTS onto the back of a SPOTLIGHT
TRUCK. VICKI's face goes slack. Now she gets it.

KNOX
GIMME A HAND UP HERE!

VICKI climbs aboard. They drape the cape over the face of
the spotlight. Then they put their shoulders to the swivel
assembly -- tilting the spotlight -- AIMING THE BEAM...

... DIRECTLY AT THE JOKER'S WHITE CLOWN BALLOON!!!

INT. BATWING - THAT MOMENT

BATMAN stares at the CLOWN BALLOON dead ahead. On its
massive distended belly... a BURNING YELLOW OVAL. And in
the center of the oval... THE BLACK SILHOUETTE OF A BAT.

BATMAN'S MOUTH drops open. He understands.

EXT. AVENUE - ON JOKER'S FLOAT - THAT MOMENT

THE JOKER reaches into a big sack and begins distributing
MINIATURE GAS MASKS, like party favors, to his cronies on
the float. Then he pulls out a radio-operated REMOTE
CONTROL DEVICE and points it up at the CLOWN BALLOON.

He hits a button. The CLOWN begins to INFLATE. Its joints
bulge. Its FACE SWELLS UP as the COMPRESSOR TANK concealed
inside it releases its noxious contents. The JOKER is
BEAMING, a look of PURE UNALLOYED JOY on his face...

... when his PARADE FLOAT BLOWS TO SMITHEREENS BENEATH HIM!
The JOKER and his men CARTWHEEL THROUGH THE AIR and TUMBLE
TO THE ASPHALT as THE BATWING WHIPS PAST OVERHEAD, soaring
through the stone canyons of Gotham at a 90-degree angle to
the ground!

JOKER
No... NOOOOO!!!

ANGLE ON CLOWN BALLOON

as it rises, rises, swelling to grotesque proportions in
the starless night. The tallest buildings are far below it
now. Finally it BURSTS -- and the deadly GAS inside it
disperses harmlessly in the wind.

EXT. AVENUE - THAT MOMENT

THE JOKER on the edge of a tantrum as he digs amid the
rubble of his float for the remote device. At last he finds
it; aims it up at the other balloons in the procession;
hits a button repeatedly...

... and HOWLS IN FRUSTRATION. Nothing's happening. The
damned thing is broken. He heaves it to the street in a
fit of pique.

A SCREAMING COMES ACROSS THE SKY as the BATWING swings back
for another pass, BUZZING the JOKER at an altitude of
twenty feet. SIZZLING LASER FIRE sweeps the street.

CABLES SNAP and BALLOONS DRIFT UPWARD as BATMAN'S LASERS
sever their moorings. The JOKER can only look on
helplessly, in stunned disbelief.

As he's watching his plans evaporate... HIS EYES FALL ON
THE MAKESHIFT BAT-SIGNAL.

JOKER
There. There. -- GET 'EM!!

ANGLE ON SPOTLIGHT TRUCK

A SPRAY OF MACHINE-GUN FIRE shatters the Bat-signal. KNOX
throws VICKI to the street, ducks down behind the
spotlight, and tosses her his CAR KEYS.

KNOX
GET THE CAR!

The JOKER'S GOONS are coming up fast as VICKI reaches the
Ford, starts it, and comes ROARING UP toward KNOX. He jumps
off the truck as VICKI twists the wheel, lays a track of
rubber, and noses the car back in the opposite direction.

GUNFIRE as KNOX jumps inside and they PEEL OUT.

INT. FORD ESCORT - MOVING - A MOMENT LATER

KNOX's breathing is ragged, but he breaks out in HYSTERICAL
LAUGHTER nonetheless. The two of them are totally
exhilarated. They can't believe what they've just done.

KNOX
HOLY SHIT!!

VICKI
You okay?

KNOX
Yeah. Yeah. Little winded. DID YOU
SEE THAT?!

VICKI
(laughing wildly)
God yes, Allie. I've gotta say --
that was the ballsiest move I
ever --

KNOX
(ecstatic)
Holy shit. Holy --

He GURGLES. AN ENORMOUS GOUT OF BLOOD bubbles up between
his lips -- and BURSTS.

VICKI
ALLIE!!

His hand goes to his stomach -- and comes away bloody. He
looks down in genuine bewilderment.

KNOX
Jesus, Vicki.

That quickly, he's dead. VICKI lets out an awful wail and
slams on the brakes. She sits there in the middle of the
street, POUNDING THE WHEEL, TEARS pouring down her face.

EXT. GOTHAM HARBOR - NIGHT

In the sky, CARTOON CHARACTERS drift lazily out to sea.

EXT. BROAD AVENUE - NIGHT

THE JOKER and his boys running like hell down the avenue,
past the parade. They reach the last of the floats -- the
one bringing up the rear -- then CLIMB ABOARD and disappear
through a CONCEALED HATCH.

WOOD SPLINTERS as the top of the float begins to ROTATE
mysteriously. The muzzle of a CANNON breaks through the
parade decorations. And one moment later...

A ROSE-COVERED TANK is rumbling up Broad Avenue!

INT. BATWING - THAT MOMENT

BATMAN sweeps past overhead. He sees the tank, unleashes a
burst of LASER FIRE. It bounces harmlessly off the tank,
leaves a trail of SMOKING ASPHALT on the street. He swoops
low overhead, hits a button on his control panel as he
streaks OVER THE TANK and into firing range.

INT. TANK - THAT MOMENT

THE JOKER and his MEN clap hands to their ears as an EAR-
SPLITTING ULTRASONIC SHRIEK reverberates in the tank. The
JOKER screams out commands, to no avail. No one can hear
him. He falls on the controls, begins hitting buttons.

EXT. STREET - THAT MOMENT

The TANK TURRET swings wildly. A HEAT-SEEKING MISSILE rips
through the night, narrowly missing the BATWING... and
BLOWING A HOLE in the side of a skyscraper.

INT. BATWING - THAT MOMENT

THE BLAST all but knocks the BATWING out of the sky. BATMAN
stabilizes the plane, climbs for the clouds. When he's
clear of the buildings, he grits his teeth and rolls out.

He's coming back for more!

INT. TANK - THAT MOMENT

The JOKER stares at a tiny BLIP on his radar screen.

JOKER
He'll be back... he'll be back!!

EXT. BROAD AVENUE - ON BATWING

The black ultralight hurtles down Broad Avenue at full
speed, on a suicide mission. MISSILES streak past on either
side. MACHINE GUN FIRE peppers the dome of the cockpit. The
REAR STABILIZER WING takes a direct hit... and BURSTS INTO
FLAME!

The BATWING, trailing thick black smoke, bears down on the
tank like a kamikaze plane. BOMB BAYS OPEN as BATMAN dumps
the last of his high explosives DIRECTLY INTO THE PATH OF
THE TANK. The BATWING takes a hard bounce off the top of
the tank and CRASHES TO THE STREET.

And suddenly a GAPING CHASM opens underneath the tank as
the bombs go off -- and BROAD AVENUE BEGINS TO SPLIT WIDE
OPEN!

INT. SUBWAY TUNNEL - THAT MOMENT

BROKEN CONCRETE SLABS rain down on a SUBWAY CAR stalled in
the tunnel DIRECTLY BENEATH BROAD AVENUE. SUPPORT GIRDERS
groan and GIVE WAY as the STREET ITSELF COLLAPSES -- and
the front end of the TANK drops through, CRUSHING THE
SUBWAY TRAIN BENEATH IT!

EXT. BROAD AVENUE - THAT MOMENT - NIGHT

The rear end of the TANK projects out through the rubble. A
hatch pops open. The JOKER crawls out through the smoke and
pulls himself up to the street.

He's down to his last three GOONS. He points to the
BATWING: bent, broken, WEDGED ON ITS SIDE in the asphalt
SEAM running up Broad Avenue -- half in, half out of the
tunnel.

JOKER
You do him. I'm outta here.

The GOONS look on in dismay as the JOKER scurries off. They
sidestep blackened debris and move up cautiously on the
Batwing. Through the cockpit dome they can see BATMAN...
inert in his harness, beaten to a pulp, all but dead.

A JET OF FLAME drives them back momentarily. They reach for
their guns, move in warily...

VOICE
Yo.

The frightened GOONS turn in unison. An abrupt flurry of
motion -- feet and fists flying -- quick flashes of red and
green --

-- and THREE GOONS lie paralyzed on the street. The only
one left standing is a fifteen-year-old boy garbed in a
red-and-green aerialist's uniform... DICK GRAYSON.

INT. BATWING - THAT MOMENT

BATMAN slumps at the controls. Beneath him, asphalt SHIFTS
and BUCKLES. The Batwing lurches to the right, drops a foot
or two into the tunnel. Metal braces collapse and the
plexiglass dome of the cockpit SHATTERS LIKE AN EGGSHELL.

TONGUES OF FIRE lick at his face. He's helpless, pinned in
place. He manages to look up -- and SEES, through a dream-
like haze, A HAND extended toward him:

DICK
HEY! COME ON!

And suddenly DICK is clambering down into the flaming
wreckage. He gets an arm around BATMAN's chest and with an
extraordinary effort HAULS HIM OUT OF THE BATWING.

EXT. STREET - A MOMENT LATER - NIGHT

They stagger across the ruptured street. BATMAN grimaces in
agony. His right leg -- shattered -- is like rubber beneath
him. His ribs are crushed. He's barely conscious.

DICK
Now we're even, huh? Even up.

BATMAN
How did you...

DICK
I hitched. MOVE IT!

DICK drags BATMAN to safety as the Batwing ERUPTS INTO
FLAME behind them.

BATMAN
The Joker. Is he --?

DICK
Forget it. Relax.
(beat)
... He's mine now.

DICK snatches an abandoned .38 off the pavement.

BATMAN
DICK!

THE BATMAN tries to pull himself erect. The pain is
unendurable. His body has finally failed him.

He collapses on the pavement, powerless to intervene, as
DICK races off with murder in his eyes.

EXT. GOTHAM CATHEDRAL - NIGHT

A BELLTOWER's jagged spire, jutting up into the night sky,
piercing the moon. Down at street level, the JOKER is
scrambling up the marble steps at the entrance to the old
abandoned cathedral. He pulls a WALKIE-TALKIE off his belt.

JOKER
Gotham cathedral. Come and get me.

HEAVY PANELED DOORS groan on tired hinges as THE JOKER
forces his way inside. A beat. Then DICK GRAYSON appears,
hot on his trail, sprinting up the steps two at a time.

INT. CATHEDRAL - A MOMENT LATER - NIGHT

Ancient and creepy. A huge pipe organ, shattered stained
glass windows, row after row of mahogany pews... all
forgotten, covered with dust and cobwebs. The JOKER wanders
about, staring at the statuary, the rusted icons.

DICK enters silently behind him. He kneels behind a rear
pew, brings up the gun, and squeezes off THREE QUICK SHOTS
at the JOKER. The JOKER dives, takes cover, and RETURNS
DICK'S FIRE. Then: silence.

In a crouch, groping his way along the wall, THE JOKER
finds what he wants: a small door opening on a wooden
stairway, leading to the belltower. He ducks inside and
starts up.

DICK'S GUN drops with a thud. His hand slips from the back
of the pew. In the second before he slumps to the floor,
unconscious, he sees a curious sight: a TINY BLACK NINJA
WHEEL, imbedded in the flesh of his leg.

Behind him -- framed in the arched doorway -- A RAGGED
BLACK GHOST begins his final unholy march down the center
aisle of the old cathedral.

INT. CATHEDRAL - BELLTOWER - NIGHT

A tiny stone chamber, 8'x8', open on four sides to the
wind. The enormous church bell has long since been removed.

The JOKER stands in an archway, gazing at the gargoyles on
the roof below. He hits a button on the walkie-talkie:

JOKER
I'm in the belltower. Don't land.

INT. HELICOPTER - MOVING - NIGHT

A PILOT replies through his radio headset.

PILOT
E.T.A. two minutes. Hang on.

The PILOT swings the copter right in a wide, swooping arc.

INT. STAIRWAY TO BELLTOWER - THAT MOMENT - NIGHT

BATMAN. Broken, beaten, his right leg useless, he hauls
himself up the steps one at a time. He should be dead.
Dried blood cakes his face, his chest.

Dizzy, exhausted, his body strained to the limit, he slumps
against a wall to steady himself, then reaches into his
utility belt for a painkiller -- and forces the capsule
back onto his dry, swollen tongue.

Quaking all over, he tries to draw himself erect... and
TOPPLES OVER, landing with his full weight on the rotten
wood of the belltower stairs.

THE STAIRWAY COLLAPSES, turning to splinters beneath him.
And suddenly BATMAN finds himself DANGLING PRECARIOUSLY IN
MIDAIR, hanging by one hand to an upper step.

It would be so much easier to let go. He looks down at the
fragments of the shattered stairway, STILL FALLING,
vanishing into the dark depths of the stairwell.

Then he looks up. At the trapdoor. A mere six feet away.
His TEETH CLENCH in a monstrous grimace. AND WITH AN
INHUMAN EFFORT, HE HOISTS HIMSELF UP ONTO THE UPPER STEPS.

For a full five seconds he's blind with pain. A RAGGED
WOODEN SHAFT is buried in his right shoulder. Twitching,
trembling, he reaches up and YANKS IT OUT with his last
ounce of strength.

The trapdoor is a foot above his head. It could be a mile.
BATMAN finally realizes he's not going to make it.

He reaches down and rips open a Velcro seal on his utility
belt, revealing the strange TIMER DEVICE we saw him making
earlier. Before he can activate it his hand falls limply at
his side.

THE BATMAN is out like a light.

INT. BELLTOWER - THAT MOMENT - NIGHT

The JOKER glances casually down at the trapdoor, wondering
what all the noise is about. He draws his gun, moves
cautiously to the trapdoor, and lifts it a few inches...
just enough to see the unconscious form on the stairs.

JOKER
... Batman?

No reply. The JOKER stands there and lets out a little
snicker. He looks out through the archway, sees no sign of
his rescue copter. Then -- a look of curious amusement on
his face -- he steps down THROUGH THE TRAPDOOR and LUGS
BATMAN up into the belltower.

He props BATMAN up against a wall. Still no sign of life.
The JOKER crouches beside him and -- almost tenderly --
pats his face.

JOKER (cont.)
Batman? Batman?

THE BATMAN's lips part. But he's too weak to speak.

JOKER (cont.)
I thought you'd be more comfortable
here in the belfry.
(chuckling to himself)
Before I kill you I'd like to see
who you are. Would that be okay?

BATMAN emits a tiny low moan. The JOKER takes it as a yes
and reaches over to undo his cowl.

BRUCE WAYNE stares up with dulled, sightless eyes. The
JOKER reaches into his pocket for a purple handkerchief,
moistens it, dabs at the caked blood on BRUCE's face.

JOKER (cont.)
Oh my, aren't we pretty.
(brightening suddenly)
I know you! You're the rich boy!!

The JOKER is enormously tickled by this discovery. He claps
his hands together in sheer glee.

JOKER (cont.)
My goodness, what in the world made
you do it? It must've been
something pretty terrible!

He's practically dancing now. He's made a friend.

JOKER (cont.)
You know, we should've sat down and
had us a little heart-to-heart. I
bet we would have got on famously.

BATMAN
Mad... man...

JOKER
Well now, you're not exactly the
picture of mental health, are you.

BATMAN
... Murderer...

JOKER
Bruce, we're both murderers. Think
how many people you've killed by
letting me live.

A SPOTLIGHT cuts through the night sky. The JOKER hears his
helicopter approaching in the distance.

BRUCE reaches down furtively. Finds the timer on his
utility belt. FLICKS A SWITCH... and the countdown begins.

The JOKER pulls a straight razor from his pocket and opens
it gingerly.

JOKER (cont.)
I have to do it now, Bruce, but it
won't even hurt. Now relax. The
bat's in his belfry, all's right
with the world...

He has the razor almost up to BRUCE's throat when BRUCE
reaches out and GRABS HIS LAPELS in a death grip. The JOKER
is momentarily amused by this seeming display of affection.

JOKER (cont.)
Why, Bruce...

Then he hears ticking.

Looks down at the flashing digital display on BRUCE's belt.
0:26 seconds. 0:25 seconds.

He SHRIEKS HORRIFICALLY and DROPS THE RAZOR.

BRUCE won't let go of him. Finally he manages to lurch
convulsively away, sprawling on the floor of the belfry.

BRUCE is wearing a great big Joker smile.

JOKER (cont.)
IT'S NOT FUNNY!!!

BRUCE
No... sense... of humor?

The JOKER reaches out for the ticking time bomb. Thinks
better of it and retracts his shaking hand.

He can see the copter approaching now, slicing through the
clouds. He screams, waves a flashlight in the air: his
signal beacon. 0:20 and counting.

The JOKER scans the belltower frantically. His eyes fall on
the trapdoor. He races over, flings it open, starts down
the stairs in a frenzy.

There are no stairs. They've collapsed. 0:16 and
counting.

Screaming insanely, the JOKER vaults through the door and
makes for the open stone archway. The copter is directly
overhead now. A rope ladder drops from its belly.

EXT. BELLTOWER - THAT MOMENT

The helicopter descends, its whirling blades stirring up a
windstorm on the roof of the old abandoned cathedral. DEAD
LEAVES rise and swirl in the churning air.

INT. BELLTOWER

The JOKER makes a futile grab at the rope ladder, almost
losing his purchase on the archway parapet. He gestures
wildly for the copter to make another pass. 0:12 to go.

EXT. BELLTOWER

A maelstrom of swirling leaves. And now, among the leaves
-- roused from their resting place in the rotten rafters of
the old cathedral --

-- A HORDE OF SQUEALING, CHITTERING BATS!! Filling the air
like a black cloud, HUNDREDS OF THEM, taking flight in
blind uncomprehending fury --

INT. BELLTOWER

The JOKER leaps into empty space, grabs hold of the ladder,
cackles in mad triumph --

-- AND SUDDENLY THE BELLTOWER IS FULL OF BATS. A SCREECHING
SWARM, HIDEOUS, BLACK-WINGED -- SWOOPING THROUGH THE
ARCHWAYS DIRECTLY AT THE JOKER --

-- WHO SCREAMS IN TERROR -- LETS GO OF THE LADDER --

-- and plunges into the night.

TIGHT ON BATMAN. Six seconds remain. There is still time if
he makes his choice now.

Surrounded by the flapping of leathery wings, his body
working on pure adrenalin, he unbuckles the belt. Lurches
into position. Heaves it out into the darkness.

It snags on the bottom rung of the dangling rope ladder.

INT. HELICOPTER - POV CO-PILOT

The CO-PILOT is hanging out one side of the copter, just
enough to see what's going on.

CO-PILOT
PULL UP!! PULL --

EXT. CHURCHYARD - OVERHEAD ANGLE

It's as if time has stopped. The world has grown suddenly
silent. We're looking down at the JOKER, whose body lies
splayed and broken on the flagstone surface of the
churchyard. Slowly, elegantly -- we have all the time in
the world, now -- we DRIFT DOWNWARD, closer, until his FACE
FILLS THE SCREEN, the familiar chilling grin still intact.

Sad clown, A-one crazy boy, staring aimlessly at the stars.
Suddenly his face is bathed in a brilliant gasoline GLOW.

POV JOKER

Looking up he sees a beautiful display of fireworks,
bursting and burning, spirals of color snaking through the
sky as the helicopter explodes in eerie silence.

REVERSE ANGLE - THE JOKER'S FACE

It's all so lovely. The JOKER's expression is happy, almost
childlike, as he gazes up at this private show. Gradually,
though, the bright colors fade; and the JOKER's face begins
to relax, the twisted grin dissolving at last as darkness
sets in.

FADE THROUGH TO:

INT. TELEVISION STUDIO - NIGHT

AN ANCHORWOMAN delivering an oncamera EDITORIAL.

ANCHORWOMAN
As the details of the Joker's
heinous plan become known, a city's
gratitude goes out to the mysterious
Batman. His whereabouts remain
unknown, but Batman -- if you're
alive -- if you're listening --
thank you.

EXT. CEMETERY - DAY

VICKI at a fresh gravesite. She places a FLORAL ARRANGEMENT
in the urn at the head of the grave; stands back to examine
it; then bends once more to reposition the drooping
flowers.

VICKI
I loved you too.

As soon as the words come out, she begins to CRY. Then she
gets hold of herself; rises; turns up her collar; and goes.

The headstone reads: "ALEXANDER KNOX, 1956-1987."

INT. WAYNE MANOR - STUDY - DAY

ALFRED, in his apron, on the phone.

ALFRED
No, Mr. Wayne is in Thailand. I'm
afraid he's quite unreachable.

INT. WAYNE MANOR - DAY

The glass-enclosed room which houses BRUCE's Olympic-sized
SWIMMING POOL. Outside, snow is falling.

In the pool, on an inflatable rubber raft, is BRUCE WAYNE.
Beside him, waist-deep is the water, is VICKI -- helping
him rehabilitate his leg and shoulder.

VICKI
I don't know why I'm doing this. I
half wish you'd stay a cripple.

BRUCE
Ohhhh... you don't mean that.

VICKI
(grasping for words)
I don't, but... I do. It's just... I
love you, Bruce. I --

BRUCE
(taking her hand)
Vicki. Do you love half of me? Or
all of me?

A hard question for VICKI to answer. She thinks it over for
several beats, then SMILES... SLOWLY, SADLY.

VICKI
I guess you did it, didn't you. You
saved everyone.
(pause)
Almost.

For a moment he stares deeply into her eyes. Then he pulls
her over, takes her in a tight embrace.

BRUCE
I don't know how to explain this so
it makes sense... but you saved
me.

INT. BATCAVE - THAT MOMENT - DAY

DICK GRAYSON stands at the brink of the bottomless pit and
looks up at the GYMNAST'S RINGS suspended overhead. He sets
his jaw and then -- with only a moment's hesitation --
LEAPS INTO THE VOID.

His hands find the rings. He launches himself HIGH INTO THE
AIR and does a spectacular TRIPLE SOMERSAULT, catching the
rings on his way down.

Exhilarated, he makes a perfect landing on the edge of the
pit. 10-point-0. A SMILE OF PLEASURE comes to his lips.

CUT TO:

EXT. ROOFTOP - GOTHAM CITY - NIGHT

A dark, moonless night. LIGHTS OF THE CITY sparkle in the
distance. CAMERA DRIFTS across the rooftop, settling
finally on the broad back of a BLACK-CAPED FIGURE poised at
the edge of the roof, gazing down on the streets below.

A SECOND FIGURE enters frame. We get a brief glimpse of his
RED-AND-GREEN SUIT in the seconds before our EYES TURN
SKYWARD... to the SEARING YELLOW SPOTLIGHT sweeping through
the clouds. In its center: the VAST BLACK SILHOUETTE of a
BAT, wings extended, DOMINATING the night sky.

We HOLD on the GLARING BAT-SIGNAL as BATMAN and ROBIN
vanish over the edge of the roof, plunging down toward new
adventures. MUSIC BUILDS and we

FADE OUT.