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-------------------------

FADE IN:

CAMPSITE OF NOMADS IN THE FERTILE CRESCENT AT NIGHT.  

SUPER; FERTILE CRESCENT, THOUSANDS OF YEARS AGO.

EXT. THE NOMADS CAMP - NIGHT

Dozens of families gather around huge bon-fires.  

Large animals roast over the glowing coal and the SOUNDS OF CELEBRATION 
echo through the night.

A Young Boy listens intently as a few of the men tell a story of the 
hunt.

The Boy is flanked by his Mother and Father who are also caught-up in 
the tale.

A story-teller stands in the midst of the mesmerized crowd.  

He uses grand gestures and an amazing array of SOUNDS and CALLS to tell 
the story of The Hunt.  The language sounds a bit like Arabic.

The CLATTER of galloping horses and SCREAMING men shatters the peaceful 
night.

Bandits invade the camp-site.  Some carry torches and set the tents 
ablaze.

Other bandits brandish copper swords.  They begin hacking and slashing 
anyone who stands in their path.

The Boy's Father grabs a giant staff and joins the other nomads to 
defend their camp.

Mother grabs the Boy and they run with the other children and mothers 
for the hills.

The Young Boy tries to say with his Father, but Mother wrenches the lad 
away.


EXT. HILLS BEYOND THE CAMP

The women and children run desperately for the hills, but they are cut-
off by more bandits.

Each woman grabs a rock and hurls the missiles at the thugs.  
They order the children to run.

The band of women fight valiantly but are overwhelmed by the bandits.  
One by one they fall.

A handful of bandits pursue the children.  The little ones are 
slaughtered.

The Young Boy grabs a huge stick and tries to make a stand beside a 
sink-hole.

He stands at the edge, swinging his club at any horseman who dares to 
approach.

Finally one of the bandits drops from his horse and walks towards the 
boy.

The bandit evades the swings and SMACKS the child hard, sending the Boy 
plummeting into the sink-hole.


INT. SINK-HOLE 

The Boy falls for many meters, his body SLAMMING into the sides before 
finally landing into a glowing pool with a SPLASH.

The Boy's shattered body floats in the glowing liquid. 

Slowly his wounds and bruises magically heal.  Evidence of his fall is a 
scar on his right cheek.

In moments, his eyes flutter open and he unleashes a vicious SCREAM.

He stands in the hip-deep water, thrashing like a berzerker.  The 
madness passes and he looks around the sink-hole.  

The Boy looks at the water and is mesmerized by it's mysterious glow.


INT. SINK-HOLE - DAY

The Young Boy is awakened by the CHIRPING of birds echoing down the 
sink-hole.

He looks up and sees day-light.  The boy starts the slow climb out of 
the sink-hole.


EXT. HILLS BEYOND THE CAMP - DAY

The Boy makes it out of the sink-hole and sees bodies strewn everywhere.  
A few scavengers pick through the corpses.

He searches feverishly until he sees his Mother.  The boy WAILS while 
cradling Mother's head in his lap.  


EXT. NOMAD'S CAMP - DAY

The Boy walks back to camp, Mothers body strapped to a jury-rigged sled 
made of sticks.

He finds Father's body, mangled on the ground.  This time no tears come.


EXT. NOMAD'S CAMP - NIGHT

The boy stands before a pair of shallow graves, staring grimly at the 
mounds.  

Strapped to his back are a pair of copper swords left by the bandits.

An animal-bladder filled with the glowing water is tied to his hip. 

The grim Young Boy stares at the ground, looking for hoof-prints.

He finally finds a set of prints head east, and slowly follows them.


EXT. GOTHAM CITY - NIGHT

SUPER; TODAY, GOTHAM CITY

The spires of the metropolis are shrouded by a dingy haze.  

Streetlights and moving headlights give the city an eerie glow.


EXT. STREET - NIGHT

A BLONDE WOMAN walks along the streets.  Her eyes are alert, a container 
of mace at the ready.

She walks quickly but calmly past some beggars, then the newspaper 
delivery person.


EXT. HIGH LEDGE 

NIGHTWING stands on the ledge of a building, scanning the night.  

His face-mask has night-vision optics in the eye-holes.

				  NIGHTWING
		Ok, where the hell are you?  
			(into his throat-mike)
		ALFRED, you sure he's out this way
		tonight?

				  ALFRED
		Yes Master Dick, that was his intention.

Nightwing sees the Blonde wandering through the night.

				  NIGHTWING
		Well Alfie, it looks like we might find 
		out soon enough if he's here.  Oh wait,
		ok, yep, he's here.  


EXT. STREET

The Blonde comes upon an alley and carefully avoids the entrance.

However she misses the trip-wire set across the sidewalk.

The woman trips and falls forward.

Five men rush from the alley and drag her into the dark, concrete 
canyon.

She SCREAMS in desperation, spraying her mace on the assailants, but 
each one has swim-goggles on.

				  BLONDE WOMAN
		FIRE!  FIRE!  FIRE!  

The attacker in the LEATHER JACKET pulls out a pistol and points it at 
her forehead.
	
				  LEATHER JACKET
		Good try with the mace.  What's your 			
		name?

				  BLONDE WOMAN
		It's it's it's it's MARY.

				  LEATHER JACKET
		Well Mary, shitty night so we're just 			
		lookin' for some fun now.

				  MARY
		Look, you got my wallet and credit cards
		I have no freaking idea what you look
		like, just go!

A thug in BLUE WINDBREAKER keeps looking up into the skyline.

				  BLUE WINDBREAKER
		Look, just grab her purse and lets go!  
		You remember what happened to 'Twan
		last week?

The other attackers look up in the night sky like mice wary of a falcon 
soaring over-head.

They reach into their jackets for their pistols as well.

				  LEATHER JACKET
		Don't give me that.  He was always 					
	trippin'.  I don't buy that 'Bat-Demon' 				
	shit.

While Leather Jacket is momentarily distracted, Mary rams her knee into 
his crotch and tries to run.

She almost breaks free, but Blue Windbreaker tackles her from behind.

				  LEATHER JACKET
		Oh, that was really cute.  I actually was
		thinkin' about letting your ass go, but
		now-

A metal shuriken shaped like a bat 	CLINKS into the concrete.

				  BLUE WINDBREAKER
		OH SHIT OH SHIT OH SHIT!

Black smoke wafts into the alley.  

Everyone COUGHS and GAGS from the foul gas.

				  LEATHER JACKET
		EVERYBODY JUST STAY COOL AND TOGETHER!
		THIS SHIT WILL BLOW AWAY!

The alley is transformed into a haunted house filled with shadows.  

Leather Jacket grabs Mary by her hair and uses her as a shield.

				  LEATHER JACKET	
		Ok asshole!  I got her.  
			(to Mary)
		You get your cute ass out here!
			(to his posse)
		Fan out!

They hesitantly venture into the night.  

The gas lingers in the alley, creating more ghostly shadows.

One shadow moves and shifts like an amorphous demon, following the 
thugs.

Leather Jackets stands with Mary, his pistol to her temple.

The alley echoes with the sound of BREAKING BONES, SCREAMS, and GRUNTS.

				  LEATHER JACKET
		Ok, enough of this shit, Rambo!  I still
		got the woman, now get your ass out!

The fog slowly clears.

One mugger is out cold on the ground.  

Two more are dangling upside-down from a fire-escape like bugs caught in 
a spider web.  

The one still SCREAMING has his leg twisted and bent like a chewed 
straw.

Leather Jacket stares in shock at the carnage.  

Mary SHRIEKS.
		
				  LEATHER JACKET
		SHUT UP SHUT UP SHUT UP!  OK, COME OUT
		RIGHT NOW, GET YOUR ASS OUT OR I'M 
		GONNA DO HER!

A large shadow emerges from the haze.  It's pointed ears and 'wings' 
make it look like a demon from hell.

Leather Jacket's grip on the pistol slips a bit, and Mary pushes away 
from him.

The DEMON lunges forward with amazing speed.

It grabs Leather Jacket by the throat and lifts him off the ground, 
pinning him against the wall.

				  LEATHER JACKET
		Oh my god oh my god oh my god you're 
		real you're real you're real you're real!

				  DEMON
		Yes, I'm real, I'm your worst nightmare,
		I'm vengence. I'm BATMAN.

Mary continues to SCREAM in terror.

Nightwing drops from his perch and shields Mary from seeing anything 
more with his body.

				  NIGHTWING
		Mary, Mary, it's ok, he's on our side, 				
	the cops are on the way, it's ok, it's 				
	ok.

Mary quietly SOBS against Nightwing's shoulder.

Leather Jacket faints.

Batman drops the thug to the ground.

Nightwing stares angrily at his former mentor.

Batman cannot return the gaze.


EXT. LEDGE ABOVE THE ALLEY

A few patrol cars and ambulances are parked outside the alley.

The thugs are loaded into some of the ambulances while paramedics tend 
to Mary.

Batman and Nightwing stare down at the scene.

				  NIGHTWING
		I thought this entire gig was because
		CRIMINALS were a 'cowardly and 					
		superstitious lot', not the VICTIMS.	

				  BATMAN
		She was in shock from the initial attack.

				  NIGHTWING
		Going all Bela Lugosi and stringing up 				
		those guys didn't help.

The Dark Knight stares at Nightwing, then turns away.

				  NIGHTWING
		You always taught me never to let my 				
		emotions control me.  Where the hell
		did tonight come from?

Batman walks to the edge of the roof-top and sits down, his feet 
dangling over the side.

				  BATMAN
		I've been patrolling this alley for years,
		stopped so many muggings here I lost count.

				  NIGHTWING
		And you stopped another one tonight.

				  BATMAN
		WHY THE HELL DO THEY KEEP HAPPENING!  				
		Every night I'm patrolling here, but they 			
		keep coming!  What difference does it 				
		make!

Nightwing sits beside his mentor.

				  NIGHTWING
		If you didn't patrol tonight, Mary
		would probably be dead.

				  BATMAN
		If patrolling MATTERED, she would be able
		to walk this alley and not worry!

Batman glares at Nightwing
			
				  BATMAN
		And what are you doing here anyway?  
		Doesn't Bludhaven keep you busy enough?

Nightwing tries to give a reply, but manages only a lame shrug.

				  BATMAN
		Alfred.  

Batman snags a grappling gun from his utility belt and fires a line into 
the adjacent building.

				  BATMAN
		Well, let's go.

Nightwing relaxes in relief.  He also produces a grappling gun from his 
gauntlet compartment.

Both warriors swing down to the street below.


EXT. STREETS OF GOTHAM

The Batmobile roars out of town while Nightwing follows on his 
customized motorcycle.


INT. THE BATCAVE

Alfred walks through the Cave in oil-covered coveralls.  

He walks through the huge cavern which is Batman's sanctum, and stops 
briefly by the library.  

The room is filled with shelves and shelves of reference books.  A PC 
with a very large monitor is in the corner.

Dominating one wall is a portrait of the Wayne Family.  

Both parents stand proudly in the picture while Bruce stands between 
them.  The child has a mischievous grin on his face.

A melancholy smile touches Alfred's lips.

The ROAR of two engines echoes as the vehicles park in the Cave.

Alfred walks into the parking area, magically changed into his 'on-duty' 
attire.  

He sees Nightwing is there, and a relieved smile crosses Alfred's lips.

The Dark Knight gets out of the Car.

				  BATMAN
		Sending someone to play nanny, Alfred?

Alfred is unaffected by the accusation.

				  ALFRED
		One does one's best, sir.

				  NIGHTWING
		There IS a non-crimefighting reason
		for my trip.

Batman pulls back the cowl of his suit.  

Bruce's face is much more weary then usual.

				  NIGHTWING (CONT)
		You've wanted me to talk with Lucius
		about my portfolio, might as well do it.  
		And besides, I miss Alfie's cooking.

Nightwing and Alfred share a CHUCKLE.

				  BRUCE
		Fine, we'll go into the office tomorrow.
		
Bruce walks into another part of the Cave while Nightwing and Alfred 
watch the burned-out soldier walk away.

Nightwing removes his mask.

				  ALFRED
		Well, Master Dick?

Dick detaches a pair of hard-body 'saddle-bags' from his bike.

				  DICK
		I don't know, Alfred.  It sounds like he's
		burned-out, but it's more then that.  I've
		never seen him this angry or frustrated 
		before.  He let out a little something...

				  ALFRED
		And?

				  DICK
		You know him.  Getting him to talk is 
		impossible.

Alfred nods knowingly.


INT. OFFICES OF WAYNETECH - DAY
	
Bruce and Dick walk through the halls of Waynetech for a quick tour.  

The halls and work-stations have the look of a futuristic office with 
lots of light.

As they walk through the office, assorted employees give their CEO brief 
HELLOS and GOOD MORNINGS.

				  DICK
		You've been keeping busy in here too.  				
	Like the new look in here.  Less Goth.

				  BRUCE
		Not everything has to be dark.

Dick appraises his mentor.  Bruce looks mildly distracted and detached.

LUCIUS FOX walks down the hall with another gentleman.  

Lucius is an impeccably dressed, African-American in his mid-thirties.

Lucius' guest is tall, with long blonde hair tied into a pony-tail and a 
goatee.  A large scar runs along his right cheek.

				  LUCIUS
		Bruce, you're here early!  Dick, good 
		to see you.  I see you've finally come in
		to talk with me about your portfolio.

Dick smiles like a guilty patient reminded by his dentist about the last 
visit.

				  LUCIUS
		This is William Marduk, owner of Marduk 
		Industries.  William, this is Bruce Wayne
		and Dick Grayson.  

William reaches out for a handshake with Bruce.  

Bruce is taken aback a moment by the strong grip.

				  WILLIAM
		I'm sorry, it's all those games of tennis.

				  LUCIUS
		William's company specializes in 					
	environmentally safe industrial 					
	processes.

				  WILLIAM
		Considering the tech-base of Waynetech 				
	and your philanthropic side, I'm hoping 				
	a partnership is in the making.

				  BRUCE
		Well, Lucius is always good at making
		those work for me.  I'm lucky if I 					
	remember what car I bring to the office 				
	every morning.

				  DICK
		The cobalt-blue Viper this time.

Everyone CHUCKLES.

				  WILLIAM
		Well, I must be about to a few more
		appointments.  I hope to hear from you
		soon, Mr. Fox.  Pleasure, Mr. Wayne, Mr.
		Grayson.

				  LUCIUS
			(to Bruce and Dick)
		We're still on a noon in the executive
		commissary?

Bruce and Dick both nod in agreement as Lucius walks William towards the 
elevators.

Bruce wriggles the fingers on his right hand.


INT.  WAYNETECH EXECUTIVE COMMISSARY

The 'commissary' is made-up like a swank dining area with a well-dressed 
wait-staff.

Lucius has series of papers and a lap-top open on the table while Dick 
tries to look interested.

Bruce sits beside them, an amused look on his face.

Dick glares at Bruce.

				  DICK
		What?

				  BRUCE
		Now I know how I look when Lucius is 				
	explaining something to me.

All three share a CHUCKLE.

Bruce notices a very attractive woman siting alone on the opposite side 
of the commissary.

				  BRUCE
		Excuse me, gentlemen.  I see a damsel in
		distress.

He walks towards the table.

Lucius nods to himself, like an uncle watching his young nephew.

				  DICK
		Lucius, got a non-financial question.

				  LUCIUS
		Bruce?

Dick nods yes.

				  LUCIUS
		He's been, oh, I don't know, he ALWAYS
		looks like his mind is a hundred miles
		away, but it's been worse lately.	Is 
		there something going on?

Dick shrugs.

Bruce returns with his face and front of his suit covered in water.  

He grabs a napkin and dabs at the water.

				  BRUCE
		She said she preferred lunch alone.


INT. OPULENT OFFICE

A dozen people stand within a large, opulent office.  

Art and weapons from many different cultures hang from the walls.

A large table dominates the center of the room.  A holographic map of 
Gotham city floats over the table, with Blackgate Prison and Arkham 
Asylum high-lighted in red.

One of the men is a behemoth.  He is easily a head taller then anyone 
else in the room.  

His body is rippled with muscles.  A multitude of tubes run from the 
base of his neck to his belt and a gauntlet studded with buttons on his 
left hand.

Almost everyone in the room is in military BDUs.  

However, RA'S AL GHUL is dressed in a pants and tunic like a kung-fu 
gee.  He has jet-black hair, closed-cropped hair and a goatee.

A scar runs along the Mastermind's right cheek.

				  RA'S
		That is the plan, everyone.  Soon the 
		reclamation of this planet can begin.

Everyone gives Ra's a brief bow, then most of the group disperses accept 
for Ra's and the goliath.

				  RA'S
		Question, Ubu?

				  UBU
		There must be another way, master.  
		
				  RA'S
		I wish there were, but my time is 					
	running short.  I can feel it in my 				
	blood.  No, I must find a replacement 				
	and he is the one.

Ubu looks dubiously at the Mastermind.

				  RA'S
		He's been obsessed with changing things 				
	for so long, he is perfect.  I just need 				to be 
sure he's ready to deal with the 
		chaos of this new world. 

				  UBU
		And if he declines?  
		
				  RA'S
		Then you get to prove you are the true 				
	master of combat on this planet.  The 				
	Venom flowing through your veins makes				
	you invincible, especially to a lowly 				
	mortal like the Batman.

Ubu presses one of the buttons on his gauntlet.  The tubes all stiffen 
as a dose of the powerful steroid/stimulant floods the warrior's veins.

The goliath grins hungrily.


INT. GYMNASIUM IN THE CAVE

A large gym and armory fills a section of the Cave.  

Free weights and 'old school' martial-arts training equipment dominate 
one side of the work-out area.

Archaic weapons from a multitude of systems hand from one wall.

The other side of the gym is occupied by a large sparring area.

Bruce and Dick are in the middle of a sparing session.  

As they fight, each exhibits unique techniques taking advantage of their 
abilities.

Dick's moves are more acrobatic and agile, while Bruce uses more power.

Both warriors stop, then ceremonially bow towards each other.

				  BRUCE
		It's been too long.  You're getting 
		faster.

				  DICK
		I learned from the best. 
		 
Bruce wipes himself down with a towel and looks sadly at the weapons and 
equipment in the room.

Dick tries to read the emotions of his friend and mentor.

A CLAXON rings through the cave.

				  BRUCE
		No rest for the weary.


EXT. ROOF TOP OF GOTHAM CITY POLICE HEADQUARTERS - NIGHT

The Bat-signal shines against the clouds.

Batman and Nightwing swing down on to the roof.  

A handful of individuals stand on the roof with COMMISSIONER GORDON.  

Two are DETECTIVE RENEE MONTOYA and LIEUTENANT HARVEY BULLOCK.  

Montoya looks like Jennifer Lopez but with Eleanor Ripley's attitude.  

Bullock has Fred Flintstone's body type and Columbo's tailor.  

Joining the Gotham cops is a tall gentleman in a black leather 
trenchcoat.

				  GORDON
		I didn't expect both of you.

				  NIGHTWING
		Oh, just visiting so I thought I would
		drop in.

				  BULLOCK
		Great, the whole freaking family is here.

Montoya elbows Bullock in the ribs.  

Gordon looks irritably at Bullock.  

The Commissioner then tips his head to the gentlemen in Matrix wear.

				  GORDON
		This is DETECTIVE NABIL SAMIR of 					
	Scotland 	Yard.  He needs your help on				
	a unique case.

Batman looks upon everyone distractedly.

				  SAMIR
		I'm on the trail of an eco-terrorist with
		a rather unique history to Gotham city.
		Commissioner Gordon tells me you 					
	specialize in odd cases, so I'm asking 				
	for your help.

				  BATMAN
		No offense, Detective, but an eco-terrorist
		sounds rather mundane.

				  SAMIR
		This one is different.  His name is
		Ra's Al Ghul.  He's been associated with
		activities for decades.  There's 
		connections to Ebola outbreaks in Africa,
		he almost sabotaged the Three Gorges 				
	project in China, and a multitude of 				
	others.

				  BATMAN
		The global implications are huge, but 				
	what resources do I have that Scotland				
	Yard and Interpol don't?

SAMIR looks uncomfortably at the ground.

				  SAMIR
		There is a possibility Ra's has a few other
		abilities that go beyond normal human 
		abilities.  That's why I'm coming to you.

				  BULLOCK
			(to Batman)
		Hey, it's a chance for you to take on 
		somebody who's not in spandex.

Montoya tries to elbow Bullock again.

This time he deftly blocks the strike.

				  BULLOCK
		Commish, why do we need the glory-hound?  
		Samir needs help, Montoya and I can find
		this chump.  

Samir prepares a retort, but Batman ends the conversation.

				  BATMAN
		Lt. Bullock is right.  Detective Samir,
		if more issues come to light, 					
		Commissioner Gordon knows where to find 				
	me.

The Dark Knight leaps over the edge of the roof top.  

As he plummets to the street, he fires a line and swings into the night.

Nightwing looks after his mentor and glares at Bullock.

				  NIGHTWING
		Thanks for the support and a good word.
		 	(to Gordon and Samir)
		Let me talk with him, and we'll see
		what we can do.

Nightwing swings into the night.

				  MONTOYA
		Well, that could have gone better.

Gordon glares at Bullock.

Samir looks hopelessly into the night.

				  GORDON
		I'm sorry, Samir.  Is Ra's really
		that dangerous? 

				  SAMIR
		You have no idea.


EXT. STREETS OF GOTHAM

Batman and Nightwing land beside the Car.  

The side panels show no obvious door handles.

				  BATMAN
		Open.

				  NIGHTWING
		Open.

The Car's doors swing open.

				  NIGHTWING
		Batman, if Gordon is convinced, it's-

				  BATMAN
		It didn't sound it to me.  Samir has an
		international database backing him.  				
	Gotham doesn't have those options.


EXT. GOTHAM SKYLINE - NIGHT

A pair of helicopters fly nap-of-the-earth over the city.  

Their rotors make barely any noise as they WHOOSH at very high speed.

The choppers are the size of US Army Blackhawk choppers, but have the 
angular sides of the Commanche attack chopper.

Both helicopters have stub-wings with missiles dangling from them.

Ra's is co-pilot on one chopper while Ubu is the co-pilot on the other.

The choppers split in separate directions.  

One heads to Arkham Asylum, the other towards Blackgate prison.


EXT. A LARGE PRISON

The jail is built on an island and is surrounded like Ft Knox by high 
walls and miles of barbed wire. 

A huge sign is erected beside the main gate.  It reads 'Blackgate 
Maximum Security Penitentiary.'

Behind the massive structure a electrical relay-station CRACKLES with 
energy.

Ra's' chopper approaches the huge prison complex.  


INT. MAIN CONTROL CENTER OF BLACKGATE

The control center is like NORAD.  There are hundreds of monitors 
showing images of the interiors and exterior of the complex.

A RADAR OPERATOR stares in confusion at this monitor.  

The NIGHT COMMANDER notices the Operator's grimace and walks over.

				  NIGHT COMMANDER
		What's up?

				  RADAR OPERATOR
		Don't know.  I've got a signal approaching, 
		but it's very faint.

				  NIGHT COMMANDER
		Could it be a bird?

				  RADAR OPERATOR
		That's the thing.  It seems to 'blink' 				
	like a 'ghost', but it's coming in at one-			
	hundred kph.

The Night Commander's eyes widen. 

He sprints to a console with a large red button covered by a glass 
panel.

The Commander flips the panel up and slams the button down.

A SCREAMING SIREN goes off.


EXT. BLACKGATE

The CLAXON continues to shriek outside.

Guards scramble to their positions and search-lights shine everywhere.


INT. RA'S' CHOPPER

Ra's watches the panic through his night-vision goggles.  

His thumb rests lightly on the red button of a joy-stick.  He presses 
the trigger.


EXT. RA'S' CHOPPERS.

The rockets ROAR from the choppers towards the ill-prepared prison.


EXT. BLACKGATE

The first missile SLAMS into the power relay.  

Blackgate is immersed in darkness as the sirens stop.

The other missiles EXPLODE along the outer walls first, then SMASH into 
the walls of the main structure.

Gaping holes riddle the walls of the prison.

The chopper hovers over the main exercise yard.  

About a dozen of Ra's' men in black, special-ops attire repel from the 
chopper.


INT. BLACKGATE

Ra's' troops take the guards by surprise.  The over-matched cops fall 
easy prey to Ra's efficient soldiers.  

As the guards are killed, Ra's' men lead the prisons out.


EXT. BLACKGATE

The prisoners run with glee from the prison's walls.  

Some head to the handful of patrol-boats used by the prison guards.

Others dive into the water and swim to shore.

Ra's' chopper lands and his crew all file back into the chopper.


INT. RA'S' CHOPPER

Ra's watches the prisoners head to Gotham.

				  RA'S
		Ah Detective, you are in for a very, very
		long night.


EXT. ARKHAM ASYLUM

Ubu's helicopter converges on Arkham.  

The legendary sanitarium looks like the nightmarish mansion from 'The 
Fall of the House of Usher.'  

Missiles ZOOM from the choppers stubbed wings and EXPLODE against the 
walls of the facility.


INT. ARKHAM

The deepest bowels of the complex are a maze of passages and rooms.  
Each room is sealed with a reinforced steel doors.

A name-plate on the door identifies the occupants.  Most of the names 
are ordinary.

However, a few more colorful, such as  'Killer Croc', 'The 
Ventriloquist', 'Firefly', and 'Mr. Zsasz.'  

The RUMBLE of explosions echoes through the dungeon.  

The lights in the hallway flicker, the blink out.

A MONSTROUS GROWL emanates from Killer Croc's room.  

The petty SOUNDS OF AN ARGUMENT can be heard through the Ventriloquists 
door.

Ubu and his troops march down the hallway.  Each trooper is fully armed 
and wearing night-vision goggles.  

One trooper burns through the door with a portable blow-torch and opens 
the door of the Ventriloquist.  

Inside stands a middle-aged man with a ventriloquist dummy that looks 
like a caricature of Al Capone.  

THE VENTRILOQUIST looks panic stricken.

				  VENTRILOQUIST
		Oh my god MR. SCARFACE THEY'RE GOING TO 
		KILL US!

The Ventriloquist looks at his dummy in terror.

The trooper motions to the Ventriloquist to leave.

				  SCARFACE
		You dummy, they're greaking us out!  I told you
		my goys wouldn't let us down!  

Mr. Scarface SLAPS the Ventriloquist.

The Ventriloquist gazes at Scarface like a beaten pup.

The odd pair march out.

Another trooper opens Zsasz's room.

Inside a bare-backed man sits in the lotus position.  Zsasz's body is 
covered by tally-marks make of scar-tissue.  

				  ZSASZ
		Ah, finally a chance for some air.  I
		was beginning to wonder if I would get
		a chance to add another mark.

A blood-thirsty grin comes to the killers lips.  He reaches under his 
bunk and pulls out a plastic knife.  

Zsasz tests the blade and slices his thumb open.

				  ZSASZ
		Ah, just right!

Zsasz stalks out of the room.

Another mercenary opens Firefly's cell.

A man sits huddled beside his table.  There is a faint glow within the 
room.

Firefly looks up at the mercenary in surprise.  

As the merc beckons the prisoner to leave, Firefly grins gleefully and 
begins to sing off-key.

				  FIREFLY
		Come one baby light my fire, try to set
		the night on fire...

Firefly leaves the room with a lantern constructed of odd and ends.

Ubu walks to Killer Croc's room.  The man-mountain touches his panel and 
the tubes on his head-gear stiffen from an infusion of Venom.

He also holds a very large tazer in one hand.

A trooper opens the door cautiously for Ubu.

The door is shoved open with a CLANG.  The trooper is hurled against the 
far wall with a THUD.

Killer Croc lumbers out like a miniature Godzilla.  

The man-monster is covered in green-ish 'scales' and is head-and-
shoulders taller then Ubu.

Ubu calmly gazes at the beast.  

				  CROC
		Finally!  Do I thank you, or eat you?

The creature leers at Ubu.

Ubu returns the gaze without a second thought.

				  UBU
		You could try, but I think you'll find 				
	what's outside much more appetizing.

Croc appraises the calm warrior, then slowly stalks out as well.


INT. DICK'S BEDROOM

The MUFFLED EXPLOSION rattles the window's of Dick's room.  

He races to the window and sees the glow of an explosion in the middle 
of the city.


INT. BRUCE'S ROOM

Bruce stares into the night as the second EXPLOSION rips through the 
night.


INT. THE BATCAVE

Batman and Nightwing scramble to the mainframe.

Alfred follows in a silk robe.

				  NIGHTWING
		Ok, what the hell-

				  BATMAN
		We'll know soon enough.  

Batman sits at the keyboard and begins TAPPING a series of commands.

The huge display brings up a satellite view of Gotham city with all 
sorts of color enhancements.  

Two portions of the city are glowing red.

				  ALFRED
		Oh my.

				  DICK
		Arkham-
			
				  BRUCE
		AND Blackgate.

The CLAXON rings through the Cave.

Batman punches a series of numbers on a numeric key-pad.

				  GORDON (O.S.)
		My god, Batman

				  BATMAN
		I know, Blackgate AND Arkham.


INT. GORDON'S APARTMENT

Gordon stares out of the bedroom window of his apartment.  

Plumes of smoke and columns of flame are only a few miles away.

				  GORDON
		Bullock and Montoya are heading for the
		Blackgate break but-

				  BATMAN (O.S.)	
		Nightwing and I will take the Arkham break.

The phone hangs-up with a CLICK.

Gordon clicks off his cordless phone.

He stares sadly at the destruction hitting his city again.  A tear 
trickles down his cheek.

The Commissioner shakes himself, then turns to his closet.

He open it and grabs his shoulder-holster and bullet-proof vest.


INT. THE CAVE

Batman taps more commands on the keyboard.

The image changes to a view of the streets surrounding Arkham.  Infra-
red images of people march through the normally quiet streets.

				  Nightwing
		What's the plan?

Alfred appears behind them in a pair of coveralls.

				  ALFRED
		The helicopter is primed and ready, Sir.

Bruce turns around and gives Alfred a fond smile.

				  NIGHTWING
		Chopper?  You've really been busy while
		I've been gone.

A warm smile comes over Bruce

				  BRUCE
		I had to do something to keep me busy
		since you moved out.


INT. HANGAR

Batman, Nightwing, and Alfred walk towards a large attack helicopter.  

The chopper is a cross of the AH-56 Cheyenne attack chopper and the F-
117 Nighthawk.  

It has the large wings and long tail of the -6, but the angular sides of 
the -117. 

Missile launchers dangle beneath the wings and the barrel of a cannon 
sits under the nose.

				  ALFRED
		She's prepped for anti-riot duty, Sir.

				  BATMAN
			(to Nightwing)
		Let's go.


EXT. HILLS MILES FORM WAYNE MANOR

A pair of doors slide open on the hill-side as the Copter WHOOSHES into 
the night.

It's rotor's barely whisper as it zips over the countryside to Gotham.


EXT. STREETS OF GOTHAM ON THE SOUTH SIDE

The ruins of Blackgate glow in the harbor as the prisoners make their 
way to shore.

A riot begins.  Some of the escapees smash windows and cars.  Other 
escapees begin a frenzy of looting.

Others walk idly about, in shock from their freedom.

				  BULLOCK (O.S.)
		OK YOU LOSERS, FREEZE!

Bullock stands in the turret of an APC modified for riot control.  
Bullock is at the controls of a water-cannon.

Behind him are hundreds of Gotham cops in riot gear.  

WHIRLING above the crowd is a police-chopper, it's search-light panning 
over the crowd.


The officers form a long battle-line to contain the escapees.  On each 
end of the line is another APC.  

Mounted police arrive behind the APC.

An ESCAPEE steps forward from the mob and grabs a large pipe from the 
ground.

				  ESCAPEE
		Come on Bullock!  Let's dance!

A POP echoes through the night as the pipe flies from the escapee's 
hands from a rubber-bullet.

Montoya trots her horse forward, a rifle modified for riot-duty in her 
hands like Annie Oakley.  

				  MONTOYA
		You wanna waltz or salsa?

The Escapee begins to back down.  The others follow suit.


EXT. STREETS OF GOTHAM NORTH SIDE

The wave of prisoners from Arkham sweeps through the streets.

Some of them riot and loot like the prisoners from Blackgate.  

Others sit on the curb like children waiting at school for their 
parents.

A gasoline truck RUMBLES through the streets with Firefly at the wheel.

Mr. Zsasz riding shot-gun, and two more inmates are squeezed between 
them. 

A make-shift turret is mounted on the top of the gasoline truck.  
Another inmate sits at the controls of the 'cannon'.  

Cops in riot-gear appear on the scene to take the asylum residents in 
custody.  

Some resist violently, some follow like pets being led by their master.

Samir stands with the officers in full riot-gear.

Firefly stops the truck, steps out and walks to the back of the gasoline 
truck.  

He reaches for a flame-thrower constructed of odds and ends.  It's 
attached by a long hose to the back of the tanker.

One of the inmates slides over and sits behind the wheels of the gas 
truck.

Mr. Zsasz steps out of the truck armed with a massive compound bow and a 
plethora of arrows strapped to his back.

				  FIREFLY
		You could have grabbed the gun.

Zsasz runs his fingers along the broad-bladed tip.  He cuts himself and 
licks the blood dribbling from his fingers.

				  ZSASZ
		What can I say, I have to be me.

The pyromaniac nods amiably.

A handful of cops see the Demonic duo and head towards the pair.  

Firefly pulls the trigger and a huge stream of flame WHOOSHES from the 
nozzle.

The inferno strikes a car, causing it to EXPLODE instantaneously.

				  FIREFLY
		Ah, nothing like the smell of home-made 				
	napalm in the evening!

Firefly nods to the inmate in the turret.

He sees the signal and another WHOOSH of flame is fired from the turret 
onto the defenseless populous.

Zsasz begins to fire arrows at the unsuspecting cops.  

The killer's aim is perfect as he strikes the open seams in the officers 
armor.

				  ZSASZ
		Any armor has a chink in it.

The inmates see the opening and rally behind Zsasz and Firefly.  

They grab pipes, rocks, and anything else and begin to rush the cops.

The officers don gas-masks and lob tear-gas grenades on the rioters.

Some inmates fall back, but many move forward from the push of Firefly's 
inferno.  

Firefly motions 'forward' to the gas truck.  The line advances on the 
cops.  

A missile SCREAMS from the sky and explodes over some of the inmates.  A 
shimmering net drops from the exploded missile.

It CRACKLE with electricity and drop on the inmates.

They go into convulsions as thousands of volts of electricity pump into 
their bodies.

The officers CHEER as they see the bat-shaped chopper SWOOPS over the 
street.

Fire trucks ROAR on to the scene.  

Dozens of fire-fighters scramble from their vehicles to extinguish the 
blazes and assist the wounded. 
 

INT. THE CHOPPER

Nightwing watches his monitor in the back seat of the chopper.

				  NIGHTWING
		Nice.  Tazer missiles.  What else?

				  BATMAN
		Oh, just a few more surprises.

Batman CLICKS another switch and pulls the trigger on the cyclic.


EXT. THE CHOPPER

The nose cannon FIRES thousands of rounds on the inmates.


EXT. STREETS OF GOTHAM

The bullets hit their targets and explode like paint-ball capsules, 
releasing a gas.

At first the inmates look in shock and begin to LAUGH at the munitions.

Then they breath in the gas and Start to CRY, COUGH and CHOKE.

The men collapse in droves as more and more rounds pelt them.


The officers see the opening and begin to move forward.

				  FIREFLY
		Let's see if he's ready for THIS.

Firefly points upward and both he and the inmate fire into the night 
sky.

				  ZSASZ
		I'll give the grunts down here something
		to think about.

Zsasz rushes forward and grabs a gas-mask off of a dead cop.  

The killer marches forward, arrows WHIZZING from his deadly bow.

As he gets closer, Zsasz reaches over his back and draws a machete.  

He twirls the blade like a wind-mill, hacking and slashing his way 
through the police's front line.

The inmates follow their murderous leader into battle.

Samir steps forward with a steel pipe and duels with Zsasz.  

Sparks fly and steel CLANKS as the pair fight through the city.


INT. THE CHOPPER

Batman banks and swerves the chopper the avoid the columns fire from 
Firefly's flame-thrower.  

He CLICKS another toggle and pulls the trigger again.


EXT. STREETS OF GOTHAM

A pair of missiles ROARS from the chopper and EXPLODE on two fire 
hydrants.

Fountains of water gush around Firefly and his incendiary tank.

Firefly's cannons begin to sputter.

Samir and Zsasz continue to clash in the street.

				  ZSASZ
		I'm impressed.  You're not just a cop,
		I see.

				  SAMIR
		No, a little something different.

Zsasz smiles coldly at the valiant detective.  

The murderer seems to switch gears and moves faster and with more power. 

He slowly begins to over-power Samir.


INT. CHOPPER

Nightwing watches his monitor and sees the advance Zsasz is making.

				  NIGHTWING
		Batman, I'm going to drop.

The Dark Knight sees the same monitor.  He gives the thumbs up.


EXT. STREETS OF GOTHAM

Samir is slashed a number of times by Zsasz and drops to the ground.

Samir looks up defiantly at Zsasz as he prepares to deliver a killing 
blow.

The chopper swoops down and Nightwing leaps from the chopper on to 
Zsasz.

Nightwing pounces on the killer and knocks him away from Samir.

Nightwing rolls upright, reaches back, and pulls a pair of escrima 
fighting-sticks from his back.

				  SAMIR
		Nice save.

				  NIGHTWING
		Don't mention it.  You ok?

				  SAMIR
		Yes.  I'll help the others.

Nightwing nods in agreement.

Samir dashes off to help the other officers.

Zsasz slowly rises.

				  ZSASZ
		Ah, I get to take the Junior Partner.

Nightwing grins at the insult.

				  NIGHTWING
		Ah, I get to bitch-slap the second-
		rate villain.

Zsasz SNARLS and rushes Nightwing.

The two engage in a duel of WHIRLING steel blades and composite batons.  

As they fight through the street, the police gradually retake the 
avenue.

Above the streets, and news helicopter with a search light hovers over 
the destruction.


INT. NEWS CHOPPER

An ANCHORWOMAN watches the scene as her camera-man videos the war-zone.

				  ANCHORWOMAN
		Ladies and gentlemen, you can see the 				
	carnage which has rocked this city for 				
	the last few hours.  Gotham police were 				
	fortunate to control matters close to 				
	Blackgate 	Prison, but those close to 				
	Arkham aren't so lucky.

Cops and inmates are scattered everywhere on the streets.  

Firefighters continue to rescue civilians and extinguish the fires.

				  ANCHORWOMAN
		Slowly but surely the gallant police and 			
	fire fighters have managed to gain control 			
	of the streets.  witnesses also report 				
	sightings of another, black helicopter 				
	shaped like a manta-ray hovering over the 			
	scene.

More scenes of the carnage on the streets.


INT. THE CHOPPER

Batman swoops over the battlefield as Firefly and his henchmen try and 
re-ignite their flame-throwing 'tank.' 

The Dark Knight sees the police struggling to get people  trapped in 
their cars.  

He also watches the firefighters extinguish the blazes ignited by 
Firefly.

A cold snarl crosses Batman's lips as he taps a few commands on his 
weapons console and pulls the trigger once more.


INT. NEWS CHOPPER

The Anchorwoman peeks her head out of the open side-door.

				  ANCHORWOMAN
		Wait, is that, oh my god!  
			(to the pilot)
		Get this damn chopper that way!  No, the 			
	other way!
			(to the audience)
		Folks, I've just seen the chopper!  We're
		in pursuit!


EXT. STREETS OF GOTHAM

More missiles SCREAM from the Chopper, EXPLODING against the gas truck.  

Firefly and the henchmen barely jump clear of the inferno.

The TRIO stop running when they have cleared the worst of the fire and 
put their hands up in surrender.

A fusillade of missiles EXPLODE around the pair.  Chunks of asphalt fly 
everywhere, peppering the inmates.  The SCREAM in pain and terror.

				  FIREFLY
		We give up!  Jesus we give up!

The Chopper hovers only a few meters above the villains, Batman looks 
out of the cockpit with cold eyes.

He peppers the spot with rounds and rounds cannon fire, immersing 
Firefly and the henchmen in noxious gas.

The pair COUGH, GAG, and collapse in spasms.


INT. THE NEWS CHOPPER

The Anchorwoman watches in horror.

The Chopper looms over the unconscious inmates like a giant demon.

				  ANCHORWOMAN
		Oh lord, please...


EXT. STREETS OF GOTHAM

Nightwing dashes in front of the incapacitated inmates.  A miniature 
gas-mask is on his face.  

He waves his arms to halt the Dark Knight.

A pair of officers in riot-gear 'cuff Firefly and his helpless henchmen.


INT. THE CHOPPER

Batman is almost shaking in rage.  

He sees Nightwing standing before the helpless criminals and his hand 
loosens around the cyclic.

The Dark Knight looks out the cockpit at Nightwing and nods.


INT. RA'S' CHOPPER

The Demon's Head watches the news cast on a monitor.

Batman's chopper begins to veer-away from Nightwing.

				  RA'S
		Well, well, you almost joined us, 					
	Detective.  I may finally enjoy my rest 				
	after all.

Ubu's face appears in a corner of the monitor.

				  UBU
		Do you still think he'll take the leap, 				
	sir?

				  RA'S
		Oh, I believe he will.  When he realizes 			
	the futility of his methods, he will 				
	join us.  Give him time, just give 	him 				
	time.


EXT. THE WATERFRONT

The Ventriloquist and Killer Crock lead a small group to the water-
front.

				  SCARFACE
		Those Firefly and Zsasz never listen.  				
	We finally get out and all they wanna do 				is 
just glow stuff up!  There's gigger and 				getter 
things to do in this two-git city!  

				  VENTRILOQUIST
		What's your plan, Mr. Scarface?

The dummy raises it's right arm and SMACKS the Ventriloquist in the jaw.

Killer Croc and the others stare warily at the psychotic pair.
		
				  SCARFACE
		It's ogvious, you dummy!  We lay low
		for a while, let the heat cool down, 				
	THEN we get outta this join!

				  KILLER CROC
		Um, so where exactly do we lay low, Mr. 				
	Scarface.

Mr. Scarface points at the facade of one of the buildings.

It's an abandoned club.  The front is dominated by a huge glass window 
with the name 'The Comedy Club' painted on.

				  SCARFACE
		Perfect!


INT. WAYNETECH - DAY

William Marduk and Lucius sit in a conference room, surrounded by sheets 
of paper and laptops.

A huge blue-print is spread across a huge table.  

Lucius looks eagerly at the plans and graphs on the laptops.

				  LUCIUS
		Thank you for allowing our engineers to 
		looks at the blue-prints for your plant, 			
	Mr. Marduk.  Myself and the board of                              
		Waynetech are impressed by the level of 				
	trust you're showing us.

				  WILLIAM
		Mr. Fox, all that matters is getting 				
	this done.  This plant could be used 				
	everywhere in the world and lead to 				
	clean nuclear energy.  Taking old fuel-rods			
	and recycling them for use again rather				
	then just tossing them in caves could be				
	a book to our energy needs.

				  LUSCIOUS
		Mr. Wayne mirrors those sentiments.

William smiles wryly at Luscious.

				  WILLIAM
		I hope he understands hope important this 			
	is.  We've pillaged this planet for 				
	centuries, and we must do something NOW 				
	before it's too late.  This plant is an 				
	opportunity to move forward and stop the 			
	mindless destruction we've brought to 				
	this planet!

Luscious is taken aback by William's passion.

William sees the surprise and CHUCKLES.

				  WILLIAM	
		I'm sorry, Mr. Fox.  This project has 				
	been my life, well, it seems like forever.  			
	You tend to get attached to it.

Both men share a CHUCKLE.

				  WILLIAM
		Mr. Wayne is a unique person.

Luscious CHUCKLES.

				  LUSCIOUS
		Oh, he certainly is.  He was supposed to
		be here, but a prior engagement detained
		him.  He's not always the playboy, though.

William looks questioningly at Mr. Fox.

				  LUSCIOUS
		Let's see, it was about three months ago.
		One of the ladies in the commissary was 				
	out on family leave.  Her husband works 				
	at a convenience store, store got held-up, 			
	he got shot.


William's face squints in sympathy.

				  LUSCIOUS
		Gets a little worse.  Poor guy dies, no 
		life insurance, and they were putting 
		their son through college.

Marduk shakes his head sadly.

				  LUSCIOUS
		We're in the commissary and we over-hear 			
	what	happened.  Wayne gets this kinda 				
	funny, far-off look on his face.

				  WILLIAM
		No offense, but that sounds normal for 				
	him.

Both executives share a LAUGH.

			  	  LUSCIOUS
		No, it's not the 'well, what kinda suit do
		I wear to my date' look, it's the 'wheels-
		turning' look.

William nods in understanding.

				  LUSCIOUS
		Few weeks later, the crew is whooping and
		hollering.  She gets a call from the son's
		school that an anonymous donor has footed
		his son's bills.  

William's eyes widen.

				  LUSCIOUS
		We're sitting with Conrad from legal.

William grimaces.

				  LUSCIOUS
		Yeah, he's a piece of work.  Anyway, he 
		spouts about how some folks get lucky 
		getting a free ride.  Bruce outta nowhere
		goes 'Yes, we all had it hard with this
		silver-spoon in our mouths.'  

William eyes Luscious.  He smiles mischievously at Marduk. 

				  WILLIAM
		So did he?

				  LUSCIOUS
		I don't know, and it's none of my 					
	business.  BUT, I've learned not to buy 				
	into the detached playboy thing.  There's 			
	more behind that bored look in his eyes.

Marduk nods thoughtfully.


EXT. ROOFTOP OF POLICE HEADQUARTERS - NIGHT

Gordon, Samir, and the Dynamic Duo meet on top of the building.

Everyone looks spent.  Days of stubble and soot are on everyone's faces.  

Batman in particular looks beaten.  

				  GORDON
		The only ones left are Killer Croc
		and the Ventriloquist.

				  BATMAN
		Any leads?
			
				  GORDON
		Word is they're near the waterfront.

				  BATMAN
		The Comedy Club?

Gordon nods.

				  GORDON
		He seems to be keeping a low profile there.
	
				  NIGHTWING
		Waiting things to blow over for a real
		hit?

				  SAMIR
		Or to run out of here when our guard 
		is down.

				  BATMAN
		Either way, it's best to hit him now.

Gordon and Nightwing look at Batman with worry.

				  GORDON
		I've got a officers headed down there-
		
				  NIGHTWING
		Gordon's right, we can-
		
				  BATMAN
		NO!

Everyone is taken aback by the flare-up.

				  BATMAN
		We have to take the opportunity now
		before they have something BIGGER up
		their sleeves.  Besides, we still have
		to find out who did this!

				  GORDON
		This is military operation; well 					
	coordinated, well equipped.

				  NIGHTWING	
		That leaves out the usual suspects.  				
	Everyone else we deal with is a bit too 				
	whacked to come up with something like 				
	this.

				  BATMAN
		That leaves a new player.

Batman glares at Samir.

				  SAMIR
		Ra's Al Ghul goes beyond anyone you've 
		taken on, Batman.  He's a mastermind
		who controls an army of thousands to meet 			
	his ends.

				  BATMAN	
		So do thousands of two-bit dictators.

				  SAMIR
		Ra's Al Ghul is also immortal.

Batman glares at Gordon.

				  GORDON
		That's why he wanted to talk with you.

				  SAMIR
		It started as an 'urban legend'.  A 				
	mysterious 'immortal' who travels 					
	across the globe to change the world by				
	any means.

Batman glares impatiently at everyone.

				  SAMIR
		But the stories spanned decades of this 				
	man who strikes like a ghost in the night.  My research lead me to 
centuries of tales 				from across the world, across 
cultures, 					some a man who wants to transforming 
the 				word into a Utopia and will no anything to 	
			reach that end, even slaughtering most of the 		
	people on this planet.  

				  BULLOCK
		Sounds like a James Bond movie.  
		
				  BATMAN
		And what do you want from me?

				  SAMIR
		His plans range from the subtle to the 				
	spectacular.  I need your insight into 				
	his next target, and you're the only
		person who could probably spot the 					
	pattern he's working from.  Ra's Al 					
	Ghoul's targets aren't just one or
		two cities, he's looking at the planet!

				  GORDON
		This is why we need you, Batman.

				  BATMAN
		We round-up the Ventriloquist and Croc,
		then start on the Demon's Head.

Samir looks at the Batman with respect.

				  SAMIR
		I'm impressed, you translated the name.

 				  BATMAN
		I'm just prepared, or try to be.

				  GORDON
		I'll see if I can round up a-

				  BATMAN
		No, you're men are busy enough with
		controlling the rest of Gotham.

				  SAMIR
		Well, I can lend a hand.

Batman looks at Samir

				  SAMIR
		I served in the SAS for seven years before			
	I joined Scotland yard.

				  NIGHTWING
		Hey, the man has moves, and a little help
		never hurts.

				  BATMAN
			(to Samir)
		Grab whatever you need.  We'll head out
		in 30 minutes.


EXT. THE COMEDY CLUB

Batman, Nightwing, and Samir stake-out the abandoned nightclub from a 
rooftop.

Batman and Nightwing deploy special lenses in their masks while Samir 
uses a large, high-tech pair of binoculars.

Samir is decked-out in a special-ops suit.  His only visible weapons are 
a pair of semi-automatic pistols and two tonfas.

				  NIGHTWING
		Two guards in front, who don't appear to
		be paying attention.

				  BATMAN
		Back has a service entrance.

				  SAMIR
		Front and back assault?

				  BATMAN
		You two in the back, I'll crash from the 
		front.

Batman gazes at the lack of heavy firepower on Samir.

				  BATMAN
		I expected heavier weapons.

				  SAMIR
		You seem to have an aversion to guns.  				
	This is your op, so I'm game.  Besides, 				
	it's more 	of a challenge this way.

Samir winks at the Dark Knight as he clips on a head-set.

Nightwing 	CHUCKLES.  


EXT. BACK OF THE COMEDY CLUB

A lone guard stands by the service entrance.  He lazily holds a shot-
gun.

A dark blue disk WHIRLS through the night and PLUNKS the thug on the 
skull.  He slumps to the ground.

Nightwing and Samir quietly run to the rear entrance.

Samir ties the thugs arms and legs in binders while Nightwing peeks 
through the back door.

				  NIGHTWING
		Clear. 

				  SAMIR
		Is your mentor always so sullen?

				  NIGHTWING
		I've been asking myself that for a few 				
	days	now.

				  SAMIR
		Oddly enough, your partner is why I'm at 			
	this job.

Nightwing looks at Samir questioningly.

Samir is about to answer, but both pause and press their ear-pieces down 
harder.

				  BATMAN (O.S.)
		In position?

				  NIGHTWING AND SAMIR
		Yes.

				  BATMAN (O.S.)
		Twenty seconds from mark.

Samir and Nightwing nod.  

Nightwing touches a stud on his mask and green lenses slip over his eye-
holes.

Samir reaches behind his harness and places a pair of night-vision 
goggles over his head.

The pair quietly slip into the door.


INT. THE COMEDY CLUB

The inside would have been opulent in it's heyday.  

There is a large bar on one side, the stage on the other, and the large 
bay window at the front.

After years of neglect, the plaster in the walls is cracking and water-
spots cover the ceiling.

Piles of food containers litter a corner of the room.

Killer Croc sits at the bar, wolfing down pieces of chicken from a 
bucket.

The huge killer is watching a cartoon on a portable TV and ROARING with 
laughter.

A few of the criminals play a game on a stolen video-game system.  

Some are napping.

One stands guard lazily by the window.

The Ventriloquist sits on a bar stool at the stage, Mr. Scarface on his 
lap.

				  SCARFACE
		Dummy, I keep telling you, Gatman isn't 
		gonna find us!

				  VENTRILOQUIST
		But sir, this place is pretty easy to 				
	find-

Scarface SMACKS the Ventriloquist in the jaw.

				  SCARFACE
		I don't have you around to think!  					
	Gesides, if Gat-goog shows up, Croc can 				
	handle him.
			(to Killer Croc)
		Right?

Crock smiles evilly at the pair.  

He takes a stool beside the bar and SMASHES it against his head.

				  SCARFACE
		And with the guard in front and gack, 
		there's no way he can sneak up on us.

The front window SHATTERS as the silhouette of a giant demon SWOOPS into 
the room.

Tiny pellets are scattered everywhere.  They POP open and black smoke 
fills the room.

COUGHS echo.

				  SCARFACE
		Don't just stand there shoot!

Machine-gun fire CRACKLES through the room as bullets perforate the 
black haze.

Three shadows move like ghosts through the haze.

GRUNTS and MOANS break-up the RATTLE of gun-fire.

The smoke finally clears.  

Most of the guards are on the ground either 'cuffed or unconscious.  

The guard at the door is dead from multiple gun shots. 

Two more guards, Killer Croc, and Scarface and the Ventriloquist stand 
bewildered.

Batman, Nightwing, and Samir stand in the middle of the room with their 
night-vision goggle deactivated.

The Dark Knight and Nightwing fire tazers at Croc.  

The barbs harpoon the brute and energy SIZZLES, but Croc just stands 
there and smiles.

				  CROCK
		Croc size AND croc SKIN.  Nice try.  

Batman and Nightwing drop the tazers and dive for Croc while Samir takes 
on the two guards.

The Dynamic Duo tag-team the reptilian giant.  

Nightwing uses his escrima sticks and acrobatics for quick shots while 
Batman wades in for heavier blows.

Samir takes on the two guards deftly with his tonfas.  He easily 
deflects their blows and clobbers both of them.

				  SCARFACE
		You guffooons!  Come on!

The Ventriloquist slips a gun into Scarface's hands.

Samir sees the weapon, draws his pistol, and FIRES.

Scarface's head EXPLODES into wooden splinters.

				  SCARFACE
		Aaaaaaaaaahhhhhhhhhhhhhhhhhhh!  They got
		me!

				  VENTRILOQUIST
		Oh my god Mr. Scarface! 

The Ventriloquist hovers over the shattered dummy like a mother over a 
dying child.  

Croc crushes Batman in a powerful bearhug while Nightwing is stunned on 
the ground.  

Samir rushes in and tackles Croc by the hamstrings.  

Croc drops to his knees with a GRUNT and releases Batman.

Nightwing SMASHES Croc in the head with a bar stool.

For a moment Crock kneels motionless, then finally topples like a 
redwood.

Batman winces and leans against the bar, favoring his ribs and back.

				  SAMIR
			(to Batman)
		How are you ribs?

				  BATMAN
		I'll manage.  Nice thinking with Scarface.

				  SAMIR
		You're not the only one who likes to be
		prepared.

The triplets share a wry smile.


INT. OPULENT OFFICE

Furnishings, art, and weapons from many cultures adorn the walls.  

Two dozen TV screens fill one wall.  Each one shows a different 
telecast.

Ra's watches all the screens, his eyes darting from one to the other.  
This time Ra's in a red silk robe.

Ubu stands against one wall like the ever-watchful guardian.

				  RA'S	
		I so hoped he would finally turn after
		the incident with Firefly.  He's taken
		more of Arkham's tenants into custody.

Ubu stares hungrily at the screen.

				  UBU
		So is it time to end the game, sir?

Ra's stares at the monitor, contemplating.

A GUARD walks into the room.  He carries a plastic bag behind him.

				  GUARD
		Sir, we've received a communiqué from 
		some of Gotham's underworld leaders.

Ra's turns around, his eye-brow arched at the interruption.

				  GUARD
		They demand another one-hundred million 				
	dollars for maintaining their distance 				
	from our organization.

Ra's' face turns from bemused to cold.

The Guard GULPS.
		
				  GUARD
		They wish to speak with you at midnight at 
		hanger twenty-four at Sprang field.

				  RA'S
		And what are the repercussions if I do not
		give in?

The Guard opens the bag and something drops to the floor with a SPLAT.

Ra's stares down, the bemused expression returns.

				  RA'S
		These gentlemen have watched too many 
		episodes of 'The Sopranos.'

Ubu looks down at the mass on the floor, eyes calm.

				  UBU
		Shall I amass a full force, sir?

				  RA'S
		No, just twenty men, you, and I.  I believe
		it's time to teach these criminals how
		conquers conduct business.

Ra's walks to a far wall and lovingly caresses the pair of copper swords 
the Young Boy had.

				  RA'S
		Something never change.

He then plucks a pair of Wu-Shu swords from the wall.


INT. HANGER - NIGHT

Approximately forty 'goodfellas' are gathered in the hanger.

The organizations ranging from gang-bangers to Yakuza to the Mafia.

Ra's arrives last in a stretch limo.  

The Demon's Head nonchalantly exits the car, followed by Ubu and three 
guards.

Ra's and his entourage are in black outfits.  

A YAKUZA REPRESENTATIVE steps forward.

				  YAKUZA REP
		We are glad you arrive quickly, Mr. Ghul.  

				  RA'S
		Your message was rather difficult to ignore.

A cold smile crosses the Reps' lips.

				  YAKUZA REP
		Quite true.  When-


A MAFIA REP shoulders his way in front of the Yakuza Representative.

				  MAFIA REP
		Ok, enough of this shit.  You came to us, 			
	offered a ton o' money to leave you and				
	your boys alone while you do whatever the 			
	fuck it is you got planned.  But we 
		didn't expect you to COMPLETE FUCK UP 
		THE CITY LIKE YOU DID!  We expected a
		few incidents, NOT OPEN WARFARE WITH
		THE POLICE!  

				  YAKUZA REP
My comrade is rather crude, but very, 					very 
correct.  

The other 'goodfellas' snarl at Ra's and his posse.

Ra's looks at the group in boredom.

				  RA'S
		My apologies for upsetting your little
		fiefdoms, but I paid you quite handsomely
		to appease all of your territorial issues.

				  YAKUZA
		Well your tribute isn't enough.  You're 
		not just taking on a few of us, you're 				
	taking on ALL of us.

Everyone draws semi-automatic weapons.  The CLICK-CLACK of rounds being 
chambered echoes through the hanger.

Ubu watches the proceedings and smiles wryly.

				  MAFIA REP
		What you smiling at?

				  UBU
		Oh, it's fun watching a corpse speak.

The Mafia Rep SCREAMS and draws a pistol.

Ra's moves like a cheetah, reaching behind his back, drawing his Wu-Shu 
swords, and slices the Mafia Rep's hand off.

The Rep SCREAMS in agony.

The other 'goodfellas' try to get a bead on the Demon's Head, but he is 
too fast.

He continues to move, now rushing for the criminals.  His blades 
flashing in the dim light.

Ra's' guards attempt to join their leader, but Ubu signals them to stop.

Over a dozen, MOANING, SCREAMING, bleeding bodies litter the ground.

The far wall of the hanger EXPLODES and collapses.

A group of Ra's' troops run into the hanger, assault rifles ready to 
fire.  

The troops surround the surviving 'goodfellas.'

Just outside the wall, one of Ra's' choppers hovers, the rotors barely 
whispering.

Ra's stands over the Mafia Rep, like a triumphant gladiator.  His blade 
is pointed right at the Rep's forehead.

The Demons Head's voice is something from the pits of hell.

				  RA'S
		What you must understand, my friend, is 				
	YOU are playing with a CONQUEROR.  Your 				
	little territories and transactions mean 			
	NOTHING to me.  Pass this on to the 				
	others; NO ONE THREATENS THE DEMON'S HEAD.

The Conqueror stares at the terrified 'goodfellas' with contempt, then 
nods to Ubu.

Ubu gives a signal and the helicopter troops swiftly re-board their 
assault chopper.

The rest of Ra's' posse climb back into the limo and drive away.

The Mafia Rep lays on the ground, wrapping a tourniquet around his hand, 
SOBBING.


INT. LIMO

Everyone sits quietly in the posh limo.  

Ubu looks at Ra's expectantly.  Ra's stares out of the black tinted 
windows.

				  RA'S
			(to Ubu)
		Deal with the Detective as you see fit.

Ubu smiles coldly, then reaches for a cell-phone.


INT. THE CAVE

Nightwing and Alfred are in the infirmary.  

The room is equipped with cutting-edge medical equipment. 

Alfred is suturing a gash on Nightwing's fore-head.


				  ALFRED
		Ah, good as new, Master Dick.

				  NIGHTWING
		Thanks Alfie.  Don't I get a lollypop 				
	for being good?

Nightwing smiles mischievously, Alfred returns a wry smile.

Both gaze worriedly at Batman.

The Dark Knight sits at the terminal of the mainframe computer, TAPPING 
at the keyboard.  

His top is off showing bandages and sutures all over his torso.

Nightwing and Alfred quietly approach the over-worked warrior.

				  ALFRED
		Master Bruce, it sounds like Commissioner 
		Gordon's men can handle the remains of 
		the hooligans in Gotham.

				  NIGHTWING
		Bruce-

				  BATMAN
		There's still a nut with-

				  NIGHTWING
		Batman, this is Gotham City, there
		are always nuts around here.

Batman turns around and glares at Nightwing and Alfred, like a pitbull 
looking for any target to mangle.

A CLAXON goes off again.

				  NIGHTWING
		Now what!

Batman hits a toggle on the mainframe console.

The image flips from the text to an image of the Gotham skyline.

The Bat-signal shines in the night, but it's image is blood red.

Batman leaps from his chair and WINCES as he slips the Suit on.


EXT. ROOFTOP OF THE POLICE DEPARTMENT

Batman and Nightwing swing on to the rooftop.

The Bat-signal is smeared with blood.  

The bodies of police officers in contorted positions are scattered 
everywhere.  There are a few GROANS coming from some of the officers.  

Samir CRASHES through the door on the roof.  

				  SAMIR
		I saw the signal and-

He stares in disbelief at the carnage.

Nightwing comes upon a MOANING person.  He gently turns the 
person over, and find it's Gordon.

				  NIGHTWING
		Batman!

The Dark Knight and Samir rush over.

				  BATMAN
		Jim, don't talk.

				  GORDON
		Batman, it's Al Ghul.  He's got a body-
		guard, huge man.  Samir's right, he's 
		got something-

Gordon passes out.  

Samir checks Gordon's pulse.

				  SAMIR
		Shallow but still with us.  I can stabilize
		things until the paramedics arrive.  
		
Batman stands, his eyes murderous.  

A few feet away, written in blood on the rooftop, is 'crime alley now'.

				  BATMAN
		Nightwing, help Samir stabilize the wounded.

				  NIGHTWING
		Batman-

The Dark Knight dives over the roof top.  At the last second, he FIRES a 
grappling line into another building.

The line catches and Batman swings down gracefully to the Car.  He jumps 
in and ROARS away.

Nightwing stands on the edge of the rooftop, then runs back to assist 
Samir.  


EXT. CRIME ALLEY - NIGHT
		
Ra's and Ubu stand on top of the facade of a dilapidated movie theater.    
This time Ubu is carrying a huge quarterstaff.

A few letters from the movie title 'Mask of Zorro' still to the sign.

The ROAR of a car engine echoes through the streets.

				  RA'S
		Ah, punctual as always.  So unlike Wayne.

				  UBU
		You speak as if they're totally different
		people.  
			
				  RA'S
		Oh, they most certainly are.  The thing 
		to remember is WAYNE is the 'secret 
		identity.'  BATMAN is who he really is.

The Car SCREECHES to a halt before the movie sign.

Batman leaps out and glares at the pair.

				  BATMAN
		You're very direct.

				  RA'S
		I realize this is a departure from your
		usual adventures, but I have grander 				
	schemes that require my immediate 					
	attention.  I have neither the time nor 				
	energy to waste	 on puzzles or games. 

				  BATMAN
		You hear one nut taking over the world, you
		hear them all.

				  RA'S
		Ah, expecting me to expound on my 'grand 
		plan' to conquer the world?  No, Detective.
		That would be too easy, and not the 				
	method for this particular 'nut.'  Oh, 				
	and this 'nut' is prepared.

Ra's nods to Ubu.  

The goliath gracefully leaps to the ground.  

Ubu touches the studs on his gauntlet and the pipes of Venom FLUSH.

Batman rushes in like a punch-drunk heavy-weight.

Ubu moves deftly and quickly as he swings and spins the quarterstaff.

Ra's watches from above like a distracted emperor at the games.

				  RA'S
			(to himself)
		I had such high hopes for you, Detective.


EXT. ROOFTOP OF POLICE HEADQUARTERS

Paramedics wander about tending the wounded.  

Samir and Nightwing strip-off another pair of bloody gloves as a gurney 
carrying Gordon is rolled off the roof.

Renee Montoya makes her way towards the pair.

				  MONTOYA
		Hey, thanks for the assist.  Who knows-

Bullock barrels his way past Montoya and is in Nightwing's face.

				  BULLOCK
		So where's your partner?  Gordon finally
		REALLY needs him and the Bat is gone?

Nightwing balls his fists and glares at the enraged cop.

				  NIGHTWING
		He's been doing the same thing you have,
		busting his ass out there, every night!				
	Why don't you just back off!

Samir and Montoya break-up the alpha males.

Samir grabs Nightwing by the shoulders and stares into Nightwing's eyes.

				  SAMIR
		We have something more important to do!

Nightwing looks questioningly.

				  SAMIR
		What is Ra's planning for Batman, and
		what's Crime Alley?

Nightwing shakes out of his rage and dashes towards the edge of the 
roof.  

He stops and looks back at Samir.  Nightwing runs towards the stairs and 
motions to Samir to follow.

Montoya and Bullock watch the pair bolt down the stairs.  

				  BULLOCK
		Freaking glory hounds.

				  MONTOYA
		Ya know Harvey, you can be such an
		asshole!

Bullock looking at her like 'What did I do?'

				  MONTOYA
		If they wanted the 'glory' there are a hundred
		SAFER AND EASIER ways to do it.  Instead,
		they wade through the trenches like US!

Montoya stalks away from her partner in anger.


EXT. STREETS JUST OUTSIDE OF THE POLICE DEPARTMENT

Samir leads the way to a cobalt blue Dodge Viper.  

Nightwing nods appreciatively then is surprised as Samir tosses him the 
keys.

				  SAMIR
		I don't know where I'm going.

Nightwing jumps in.

				  NIGHTWING
		Well there's a first, I get to drive.


EXT. CRIME ALLEY

Ubu and Batman continue their clash through the street.  

The man-mountain's incredible strength takes it's toll on the Dark 
Knight as Batman's strikes are easily absorbed by Ubu.

The Dark Knight flings batarangs, gas capsules, bolos, anything to slow 
down the juggernaut.

Ubu easily shrugs-off Batman's anemic counter-attack.  


INT. SAMIR'S VIPER

Nightwing stares coldly out the windshield as the car bobs and weaves 
through Gotham's night-time traffic.

				  SAMIR
		So what exactly is Crime Alley?

				  NIGHTWING
		Not quite a 'what' as a where.  It's the
		beginning.

				  SAMIR
		This is why he is who he is?

				  NIGHTWING
		It's a long story.


EXT. CRIME ALLEY

Ubu's whirling quarterstaff does more and more damage as Batman cannot 
dodge and deflect the powerful blows.

The Dark Knight misses a crushing blow to the ribs, sending him SMASHING 
into a brick wall.

The goliath stalks the semi-conscious soldier, twirling the quarterstaff 
like a buzz-saw.

Batman groggily rises like a zombie rising from the grave.

				  UBU
		I'm impressed, Batman.  All the stories
		I've heard about you are true.  I admire
		your courage, but this ends tonight.

Ubu swings the 'staff and it flies through the air with a WHIR.

The 'staff SLAMS into Batman's skull, sending flying through the night 
and CRASHING into a car.  It's windshield SHATTERS.

Samir's Viper comes careening through the night.


INT. SAMIR'S VIPER

Nightwing and Samir see Batman fly through the air.

				  NIGHTWING
		NO!

Nightwing slams on the breaks.  

He and Samir leap out of the car.


EXT. CRIME ALLEY

Ra's sees Nightwing and Samir arrive.

				  RA'S
		Ah, the cavalry.

He presses a stud on his wrist-watch.

The assault choppers WHOOSH over the street.

Each chopper drops a line to Ubu and Ra's.  Both climb up the ropes and 
escape.

Nightwing and Samir race to Batman's side.

Samir tries to examine Batman through the battle armor.

				  SAMIR
		Nightwing I can't tell if he's broken 				
	anything through his armor.

Nightwing nods grudgingly in agreement.

Samir watches as Nightwing disconnects a series of clasps and hooks.

Bruce's face is revealed.  He is bruised and bleeding everywhere.

				  SAMIR
		Damn it, I need a cervical collar, 					
	stretcher-

				  NIGHTWING
		On it!

Nightwing glances around and sees the Car.  

He leaps to the vehicle, pops open the trunk and pulls out a few cases 
of medical equipment.

				  SAMIR
		He really does prepare for everything.

				  NIGHTWING
		Thank god.  Is he...

				  SAMIR
		We need to get him somewhere to stabilize 			
	him, then he's going to need a hospital.

				  NIGHTWING
		We can get to the Cave in minutes, and 				
	there's someone there who can help.


INT. THE CAVE

The SCREECH of tires and ROAR of a giant engine echo through the Cave.

Alfred stands beside the entry to the Cave with a crash-cart and gurney.  

He stands in an ER smock, his normally calm demeanor replaced with 
worry.

The Car SCREAMS to a stop just a few meters from Alfred.  

Alfred walks to the rear of the Car and is taken aback by Samir as he 
tries to get Batman out of the Car.

				  NIGHTWING
		It's a long story-

				  ALFRED
		Time enough later.

They carefully move Batman to the gurney and rush him to the infirmary.

Alfred and Samir work quickly and quietly while Nightwing watches 
helplessly.

				  NIGHTWING
		Alfie, is he-

				  ALFRED
		Please let us work!

Nightwing steps back and wrings his hands.

Alfred steps towards Nightwing and smiles apologetically.

Nightwing smiles.

				  SAMIR
		He's stabilizing.

				  ALFRED
		We need to get him to a hospital.

				  SAMIR
		How are you going to explain what 
		happened to him?

				  NIGHTWING
		We'll think of something.


INT. INFIRMARY IN RA'S' LAIR

Ubu sits on an infirmary table.  His sutures and bruises are tended by a 
doctor.

Ra's stands close by.

				  RA'S
		He wasn't as easy as you thought.

				  UBU
		No.  His moniker the Dark Knight is
		well deserved.

Ra's nods sadly.

				  RA'S
		Yes, he did.  I hope the Lazarus pit will
		last a few more treatments so I can find
		a new successor.  
	
				  UBU
		But what of Batman?

				  RA'S
		We shall see.  We weren't able to finish
		him, but I believe we've done enough.

Ubu looks at Ra's questioningly.

				  RA'S
		The key to the Detective is his MIND.  
		He's questioning his crusade.  That is
		enough.


INT. HOSPITAL EMERGENCY ROOM

Alfred, Samir and Dick CRASH through the ER doors with Bruce on a 
gurney.  

Bruce is dressed in a torn and tattered tuxedo.

				  DICK
		Help!

An ER DOCTOR rushes to them.

				  ER DOCTOR
		Jesus, what happened?  Hey, isn't this
		Bruce Wayne?

Alfred manages to smile coyly.

				  ALFRED
		Let's just say it's best to be sure the
		woman you're with is not married to a 				
	football player.

The Doctor looks at Samir.

				  SAMIR
		I tried to warn him about this, he
		wouldn't listen.

A group of nurses and technicians rush together to treat the playboy.

The medics CRASH through another set of double-doors as the ER Doctor 
BARKS orders.

Samir, Alfred, and Dick are left in the hallway starring after Bruce.

Alfred begins to SOB.  

Dick gently holds the fragile-looking gentleman.


INT. ER WAITING ROOM - MORNING

The ER Doctor walks into the room.  

Dick gently nudges Alfred awake.  Samir stands to hear the news.

				  ER DOCTOR
		We've managed to stabilize him.

Alfred EXHALES in relief.

				  ER DOCTOR
		He took a serious shot to the head, but
		something protected his skull.  He's 				
	going to need a while to recover, but it's 
		looking good.


INT. KITCHEN OF WAYNE MANOR

Alfred is at the stove, cooking up breakfast for everyone.

Dick sets the table for three beside a bay window.

Samir carries pitchers of juice and a pot of coffee.

				  DICK
		I assume you can keep a secret?  If not, 			
	I'd have to kill you.

Dick grins at Samir.  Samir grins back.

				  SAMIR
		You're probably one of the few people 				
	who could.

Alfred arrives with a plate stacked with pancakes, eggs, and sausage.

All three sit and eat quietly for a moment.

				  DICK
		Ok Samir, what's the plan?

Samir looks questioningly at Nightwing.

				  DICK
		Hey, you're the specialist on Ra's Al 				
	Ghul.  You call the moves, I give you 				
	local support, Alfie keeps the two of us 				out of 
trouble while Bruce gets back to 					being the 
Bat.

Samir stares thoughtfully at his plate.

				  SAMIR	
		Well, he's here, but the question is why.
		
				  DICK
		We can dig with the mainframe in the Cave.
		And I can snoop-around the underground and
		see if there's word of anything.

Alfred looks uncomfortably at his plate.

				  DICK
		What's on your mind, Alfie.

				  ALFRED
		I feel like a fifth-wheel.  With Master
		Bruce, I had a place.  You two seem, well
		seem a bit too well-adjusted.

				  SAMIR
		Well, I'll be brooding.

				  NIGHTWING
		I'll even forget to do my laundry, Alfie.

Everyone CHUCKLES.


INT. PRIVATE HOSPITAL ROOM - NIGHT

Bruce lays in bed attached to a multitude of IV bags and monitors.

The playboy tosses and turns in his sleep.  

				 BRUCE
		MOTHER, FATHER please-

				  MOTHER (O.S.)
		You poor, poor boy.  All this hard work
		and what do you have to show?

				  FATHER (O.S.)
		There's an empire to run, son!  And you
		want to run around in that stupid suit?

				  BRUCE
		But help, must help, must help-

				  MOTHER (O.S.)
		What help are you doing?

A PAIR OF NURSES walk into the room.

They check his monitors and administer some more medication in the IVs.

				  NURSE A
		Did you hear?  He was caught naked in the
		bed that actress, oh what is her name!

				  NURSE B
		I heard it was that super-model, ya know, 
		the real bitchy one that was seeing the
		football player for a while?

				  NURSE A
		Well, that would explain all of this!

				  NURSE B
		The price of being rich.

			  	  NURSE A
		Ain't that the truth.


INT. BRUCE'S PRIVATE ROOM - DAY

Dick, Alfred, and Samir walk into Bruce's room.  

Bruce lays in bed, looking thoroughly beaten.

The playboy manages SMALL-TALK with the attractive nurse checking his 
vitals and monitors.

Alfred is taken aback by the banks of equipment.

Dick smiles mischievously as the nurse walks out.

				  DICK
		I hope we weren't disturbing you?

				  BRUCE	
		No, just Miriam doing her hourly check.  
			(to Samir)
		And thank you.

Samir politely nods.

				  SAMIR
		Anything for a friend in need.

Bruce smiles.

				  BRUCE
		So was it a jealous husband?

Alfred shakes himself out of the shock of seeing Bruce so battered.

				  ALFRED
		Jealous boyfriend, actually.  The tabloids
		are running themselves quite ragged 
		explaining this one, Master Bruce.

Bruce smiles humorously.  

				  BRUCE
		The trials and tribulations of the idle
		rich and famous.

Bruce stares at Samir.

				  BRUCE
		So, what do you know?

The three look at each other innocently.

				  SAMIR
		No much, a little history, some stories
		about a few skeletons in your closet,
		bats in your belfry, that sort of thing.

Samir looks deep into Bruce's eyes.

				  SAMIR
		And nothing anyone will know.

Bruce gazes at the officers sincerity, and nods.

				  DICK
		So how long before you get back home?

				  BRUCE
		Well, thanks to Samir's work, it could
		have been much worse.  Few broken ribs, 
		a concussion, few internal injuries-

Alfred winces.

				  BRUCE
			(gently to Alfred)
		I'm sorry.  I'm on the mend thanks to 
		all of you, and I just need some time.

Dick looks grimly.

				  DICK
		I believe some pay-back is in order.  
		Samir and I are working on-

Bruce looks away.

				  BRUCE
		Dick, I don't know if-

Luscious walks in, a lap-top bag dangling from his shoulder.  He smiles 
at the three standing around Bruce's bed.

				  LUSCIOUS
		Ah, having an audience already, Bruce?

Everyone smiles.

				  ALFRED
		Actually, Master Bruce, the nurses were
		quite specific on the number of visitors.

Bruce nods in understanding.

				  BRUCE
		Yes, and Luscious probably has some 
		specific business matters to attend to.
		A wonderful anesthesia, actually.

Everyone CHUCKLES.

Alfred, Samir, and Dick leave.

				  LUSCIOUS
		Actually, I really am here to just 
		see how our CEO, signer of my pay-check
		and general ok guy is doing.

Bruce looks into the distance.

				  BRUCE
		Oh, just taking the time to think about
		everything, really.

Luscious leers.

				  LUSCIOUS
		So, was she worth it?
		
				  BRUCE
		I honestly don't know, Luscious, I really
		don't know.

Bruce looks at Lucius' case.

				  BRUCE
		Do you ever go anywhere without that 				
	thing?

				  LUSCIOUS
		Well, my girl-friend complains about the
		back-lit screen at night.

Both CHUCKLE.  Bruce winces as he tests his ribs.

				  BRUCE
		What sort of projects do we have that 				
	directly assist the city?

Luscious is surprised by Bruce's question.

				  LUSCIOUS
		Well, the Wayne Foundation funds-

				  BRUCE
		No, not generic philanthropy.  I mean, 
		what do we DO.  Programs to help
		employment, the environment-

Luscious purses his lips.

				  LUSCIOUS
		Well, funny you should mention the 
		environment, because Mr. Marduk's plan
		is very intriguing.  It could net a 
		pretty penny AND help the environment.

				  BRUCE
		Yes, he's designed the fuel-rod 					
	reclamation plants.

Mr. Fox is surprised Bruce remembers.

				  LUSCIOUS
		Yes.  The engineers in Waynetech are 				
	amazed by the process.  It's so different 			
	from anything anyone's tried and, wait, 				
	I'm babbling.  Sorry.

Bruce LAUGHS, then winces again.

				  BRUCE
		Hey, it's ok.  Actually, tell me more.  
		This place is driving me batty with
		boredom.

Luscious looks around for any nurses, then slides a chair beside Bruce's 
bed.

Luscious opens his briefcase and places a few folders on Bruce's lap.

Bruce opens the dossier with info about Marduk's company.

				  LUSCIOUS
		Well, Marduk appeared out of nowhere, 				
	bought the company and transformed it.  				
	It used to design parts for reactors
		and military aviation, and now it's become
		an environmentally friendly company. 

Bruce nods as the pair talk shop.


INT. THE CAVE

Samir quietly TAPS away at the mainframe.  

The display shows schematics and pieces of wire and circuit boards, all 
charred.

Alfred walks in and deposits a large tray of food and drinks.

Samir stops and SNIFFS.

				  SAMIR
		I can't imagine how Bruce lives without you.

He turns and voraciously digs in to the food.

Alfred nods sadly.

				  ALFRED
		One does one's best.

				  SAMIR
		He'll be back soon, Alfred.  

Alfred looks doubtful.

The ZOOM of a motorcycle engine echoes through the cave.

Nightwing comes in.  He sees the sandwiches and snags one.

				  NIGHTWING
		Bless your heart, Alfie.

Alfred smiles warmly.

				  NIGHTWING
		Well, from the people I could question,
		sightings range from the boogey-man to 				
	UFOs to Superman moving in on Batman's 				
	turf.

Samir nods as he munches.

				  NIGHTWING
		However, all agree whatever it was, it 				
	flew from the center of the city.

Nightwing looks at the monitor.

				  NIGHTWING
		Parts from the explosives?  

				  SAMIR
		Yes.  I'm accessing Interpol files 					
	through the mainframe.

Nightwing nods.

				  SAMIR	
		Basic high-tech timers and demolition
		equipment.  Difficult, but not impossible
		to get on the black-market anywhere in 				
	the US or in the world.

				  NIGHTWING
		So we've got high-tech attack choppers
		hovering around the center of the city
		and explosives equipment you could get
		anywhere.

				  SAMIR
		But the choppers, THAT wouldn't be
		something you could just sneak into
		the city or get anywhere.

				  NIGHTWING
		So how to you sneak in a pair of high-				
	tech military choppers and enough ordinance			
	to blow-up Fort Knox?

				  ALFRED
		Miller Harbor.

Samir and Nightwing stare at Alfred.

				  ALFRED
		Miller Harbor is close to the center of 				
	the city.  What better way to sneak all of 			
	this equipment, ESPECIALLY the helicopters, 			
	then on a large cargo ship?  

Samir and Nightwing look at each other, then at Alfred.

Alfred smiles and slowly walks back up-stairs.


INT. HOSPITAL ROOM - NIGHT

Gordon lays in the hospital bed, monitors and tubes attached to his 
body.  

				  GORDON
		I was wondering if you would visit me.

Nightwing quietly appears from the shadows.  

				  NIGHTWING
		I thought I would pop in to see how
		you're doing.

Gordon slowly props himself up, wincing a bit.

				  GORDON
		Samir's 'urban legend' pops a hell of
		a wallop, but the docs say I should 
		be outta here in a few days.

Gordon looks around the room in the shadows.

				  NIGHTWING
		Batman was detained tonight.

				  GORDON
		Word is he had a hell of a 'confrontation'
		with Ra's' men.

Nightwing looks uneasily at the floor.

				  GORDON
		Son, I won't pretend to know you or Batman 			
	well but I DO know that you two are the 				
	best at what you do.  Whatever happened, 				Batman 
will make it.

Nightwing tries to put on a brave face.

The Bat-signal shines on some clouds over the city.

Gordon and Nightwing see the tell-tale may-day.

				  NIGHTWING
		No rest for the weary.


INT. HALL WAY IN RA'S' LAIR

Ra's and Ubu walk through a large, wide hallway flanked by massive 
double-doors.

Some of the doors are open to reveal rooms filled with computer 
equipment, labs, and store rooms.

A few of the doors are marked with yellow radiation symbols.

The pair enter a large room filled with mainframe towers, each one 
covered in blinking lights.

A middle-aged man sits at a gigantic work station at the back of the 
room.  

The man is dressed in wrinkled clothes, and he appears to not have 
bathed in days.

Food wrappers, soda cans, and other garbage surround the man like a rats 
nest.

His attention is taken by a computer simulation of an energy-wave on a 
very large flat-screen monitor.

Ubu looks distastefully at the mess.  

Ra's doesn't appear to notice.

				  RA'S
		Progress, DR. MARKOV?

Markov GRUNTS and remains oblivious to the world.

Ubu GROWLS, but Ra's gives him a nod of 'no.'

				  RA'S
		Dr. Markov-
			
				  MARKOV
		What!

Ra's maintains a calm demeanor.

				  RA'S
		What is the progress?

				  MARKOV
		Surprisingly good, considering the 					
	equipment and help you've gathered for 				
	me.  

Markov stares sourly at the screen.  

				  MARKOV
		Why not just build a bomb?  Much easier 				
	and more effective.  With the quantity 				
	of fuel you're estimating, we could build 			
	thousands of bombs and hold the entire 				
	planet hostage.  Oh dear, that sounds 				
	like a horrible movie plot.

Markov CHUCKLES at his own joke.

Ubu and Ra's are not amused.

				  RA'S
		The point is to change the world, doctor,
		not make some pocket change to spend on 				
	electronics and women.

Markov finally turns from the screen and gazes distractedly at Ra's.

				  MARKOV
		Why bother taking over the world?

Ra's stares coldly at the impudent man's face.  He leans forward into 
the man's space.

The scientist tries to lean back in the chair, eyes lips quivering a bit 
in terror.

				  RA'S
		Because the likes of YOU have taken the
		magical globe the universe has given our 			
	species and turned it into a ball of waste 
		and destruction!  The Nazi, the Khmere 				
	Rouge, the destruction of the Amazon and 			
	enslavement of Africa.  It's because people			
	don't CARE that we are doing this!

Markov nods 'yes' in a panic.

				  RA'S
		This is an opportunity to make right 				
	millennia of wrong, and using your designs 			
	means saving this poor planet and finally 			
	weeding-out the cancer which has destroyed 			
	us as a species!

Ra's finally gazes at the garbage pile surrounding Markov's work 
station.  

				  RA'S
		Keep me appraised.  And next time, clean				
	up

Ra's marches out, followed by Ubu.

Markov drop to the floor, picking up weeks worth of trash and stuffing 
it into the near by trash can.


EXT. LARGE COMPLEX - NIGHT

A huge gun-battle is blazing outside of the large building that looks 
like a bunker.

The structure is in the middle of a large parking lot.  The remains of a 
chain-link fence topped with barbed-wire surrounds the parking lot.

Large sections of the fence are either cut open or knocked down.  Wisps 
of tear-gas float in the air.

Dangling from the fence is a sign stating 'GOTHAM CITY NATIONAL GUARD 
DEPOT'.

A few dozen cars and jeeps besiege the bunker.

Dozens of thugs from Blackgate hide behind the vehicles, trashcans, and 
anything else they find to use for cover.

Each thug is wearing a gas-mask.

EXPLOSIONS and GUNFIRE echo through the night.

Gotham police in riot-gear and battle-armor surround the building.  

They use police cars and SWAT trucks for cover.

Bullock and Montoya squat behind one car, taking errant SHOTS in the 
night.

				  BULLOCK
		Ok, so where's the freaking cavalry?  When
		did you radio for the Bat-signal?

				  MONTOYA
		First you bitch about them being around all
		the time, now you're bitching about them
		not showing up?

				  BULLOCK
		That was before sixty gang-bangers were trying
		to shoot my ass!  

The pair continue to FIRE into the night.

Nightwing comes roaring down the street on his cycle.  He hits a few 
toggles on the control panel of his bike.

Some panels open beside the head-light.

Dozens of canisters POP from the nose of the bike.  

As they soar into the night, they release giant tazer-nets.

The nets land on the thugs.  

The SIZZLE of electricity and SCREAMS of pain ripple through the parking 
lot.

Some of the inmates turn around and FIRE at Nightwing's cycle. 

He leaps at a group of gang-bangers huddled behind an abandoned SUV.  

Nightwing bowls-over the thugs and comes up swinging with his escrima 
sticks.

Bullock leads a charge of the cops.


INT. NATIONAL GUARD DEPOT

A section of the depot has been transformed into an infirmary.  

Dozens of officers are being treated by paramedics.

Nightwing stands alone in a quiet corner, drinking a bottle of water.

Montoya approaches.

				  MONTOYA
		Good timing back there.  Thanks.

Montoya offers her hand and Nightwing shakes it.

				  NIGHTWING
		You're welcome.  

				  MONTOYA
		I'm surprised your partner isn't here.

Nightwing looks at the ground uncomfortably.

Bullock stalks over, his forearm wrapped in a bandage.

				  BULLOCK
		Yeah, where's your boss.

Nightwing glares at Bullock.

				  NIGHTWING
		Ok, what the hell is your problem?  

				  MONTOYA
		Boy, BOYS!

				  BULLOCK
		You wanna know the problem?  Mr. High-
		tech-gadget-battle-armor-wearing-					
	helicopter-flying super-hero?  You come 				
	waltzing in here with all this shit, 				
	playing 'hero' a few times a night while 				the 
REST of US have to make do with 					half-ass, 
lowest-bidder, budget-cutting 					CRAP!  

Bullock is nose-to-nose with Nightwing
		
				  BULLOCK
		You come flying in here like the messiah
		but the rest of us GRUNTS gotta do this
		every god damn day!  And while we take
		five tons of shit from lawyers, the 
		politicians, and everyone else YOU get 				
	to enjoy being the HERO while WE do the 				
	real work every freaking day!

The storm finally ebbs from Bullock.  His monstrous frame still shaking, 
he finally backs away a few steps.

Nightwing seethes with fury.

Bullock looks uneasy for the first time as Nightwing approaches him.


Montoya stares at the alpha males.

				  NIGHTWING
		You wanna know why I wear this stupid suit
		and get my ass KICKED out there?  Because 			
	sometime, somewhere, Batman and I saw 
		something that made us realize we couldn't 
		just sit on our asses while all hell was 
		breaking loose on the streets!  For the 
		same reason you, and every other cop in 
		here does, to try and make a DIFFERENCE!  

The huge cop stares into Nightwing's furious eyes, then walks away to 
join his comrades.

Nightwing watches after the wounded officer.

				  MONTOYA
		Nightwing-

Nightwing shakes his head 'no', walks to his bike, and ROARS into the 
night.


INT. THE CAVE

Nightwing, Samir, and Alfred form a 'war consul' before the mainframe 
monitor.

A satellite shot of Miller Harbor is on the screen.

				  SAMIR
		So far, there have been hundreds of ships
		coming through Miller harbor for the past
		twenty-four months.  I'm cross-					
	referencing for any aberrations in the 				
	length the ships were in port, but it'll 				take a 
while.

				  NIGHTWING
		Good things come to those who wait, I guess.
		Alfie, is Bruce still planning to come
		home this soon?

Alfred nods in disapproval.

				  ALFRED
		Yes, Master Dick.  I've tried to convince
		him other wise but-

				  BRUCE (O.S.)
		But I'm a very, very stubborn man. 

Bruce walks towards the trio with the help of a cane.  

The playboy is gaunt and haggard, but the bruises have finally started 
to fade.

Nightwing walks towards Bruce with a faint smile.

				  NIGHTWING
		Don't make me kick your ass and send you
		back to the hospital.

				  BRUCE
		In my condition, it would be easy.  I 				
	just got tired of laying 	in that stupid 				
	bed with nothing but the ceiling.

Nightwing brightens a bit.

				  NIGHTWING
		Any ideas on Ra's?

Bruce looks away.

				  BRUCE
		Actually, no.  I've been talking with 				
	Luscious, and since you and Nabil have 				
	this in hand, it just seemed-

Samir walks over.

				  SAMIR
		I wouldn't quite say things are in hand, 
		Mr. Wayne.

Bruce smiles at Samir.

				  BRUCE
		Nabil, you know more about me then 
		Gordon does.  Call me Bruce.  And you two
		are FINE.  Between the equipment and your 
		three heads-

Bruce smiles at Alfred.

Alfred looks worried.

				  BRUCE (CONT)
		You'll catch this guy.  Meanwhile, I'm 
		going to go up-stairs, and get a bit
		more rest.  I've got a meeting with 
		Luscious this afternoon.  Alfred, two
		PM at Waynetech?

				  ALFRED
		Of course, sir.

Bruce smiles and gingerly makes his way out of the cave.

The trio watch him leave.


INT. WAYNETECH - DAY
	
Luscious sits in his spacious office, TAPPING away at his keyboard.  

A huge window with a panoramic view of the city fills one side of the 
room.  

Luscious' ASSISTANT opens the office door.  She looks shocked as she 
stands in the doorway.

				  ASSISTANT
		Mr. Fox, Mr. Wayne is here to see you.

Luscious looks up at the clock on his desk, reading two PM.  

				  LUCIUS
		Please, let him in.

The Assistant is about to let Bruce in, then hesitates.

				  ASSISTANT
		Mr. Fox, I heard about what happened, but
		Mr. Wayne looks-

Luscious nods in understanding.

				  LUSCIOUS
		I know, I know.  Apparently whoever it
		was had it in for him.

The Assistant nods, and leads Bruce into the office.

Wayne is dressed in a very stylish suit which seems baggy on his gaunt 
frame.  He walks with the assistance of a cane.
	
				  LUSCIOUS
		Bruce, come on in!  I didn't expect you-

				  BRUCE
		On time?  

As the Assistant closes the door, Luscious shakes Bruce's hand.

Luscious looks to be sure the door is closed.

				  LUSCIOUS
		Jesus, you look like hell!  Are you sure
		about this?

Bruce wearily leans on his cane.

				  BRUCE
		You have no idea.  

Bruce notices the skyline and walks towards the window.

He gazes down at the tiny figures walking along the streets many meters 

below.

				  BRUCE
		You ever wander what happens to all those
		people down there?

Luscious watches his bosses back, then joins him.

				  LUSCIOUS
		It's easy to be jaded when you have this
		view all the time.  It's easy to forget
		those little dots are people.

				  BRUCE
		In the end, they're all just like us,
		getting up day-to-day, their own
		nightmares and worries.  

Luscious stares side-ways at Bruce.

				  LUSCIOUS
		You getting all philosophical on me?

Bruce shakes himself and smiles.

				  BRUCE
		Hey, it's the meds.  Anyway, where are 
		the plans from Marduk's plant?

The pair walk towards a giant conference table with blue-prints 
scattered over the top.


INT. THE CAVE'S GYM

In the gymnasium, Bruce does a slow, deliberate kata.  

Alfred walks into the gym carrying a silver tray with a few bottles of 
water on it.

He watches Bruce exercise, concern on his face.

				  BRUCE
		Thanks Alfred.

Alfred nods and is about to walk away.

Bruce stops his kata.

				  BRUCE
		I would have thought you would approve.

Alfred stops and turns.

				  ALFRED
		Master Bruce, nothing in the world would
		make me happier then to see you finally
		satisfied that your work as Batman is
		done.

Bruce takes a long drink of water.

				  BRUCE
		Well, I think it is.  After being out
		for so long, I've realized I need to look
		at things a little differently.  Nightwing
		can help out of if there's anything odd 				
	going on here.  

Alfred looks dubiously at Bruce.

				  BRUCE
		It's a choice, Alfred.

				  ALFRED
		But is it a choice for the right reason.

Alfred walks away.


INT. CAVE BY THE MAINFRAME

Samir is seated, TAPPING commands while Nightwing is over his shoulder.

				  NIGHTWING
		Ok, let's see what we can see.

The screen blinks, and a massive list pops up on the screen.

Nightwing WHISTLES as the list grows and grows and grows.

Samir stares at list.

				  SAMIR
		Let's see, this one was in port for two
		extra weeks for customs.  This one was
		here an extra month for quarantine-

				  NIGHTWING
		This one was trying to awaiting a bail-
		hearing for, wow, is that legal?

Both stare at the infinite list.

				  NIGHTWING
		Well, time for the real detective work.

Both CHUCKLE.

				  NIGHTWING
		So what made you take on this line of 				
	work.

Samir looks sadly at the screen.

				  SAMIR
		My parents died when I was eight.

Nightwing nods in understanding.

				  SAMIR
		My mother was Palestinian, my father
		Israeli.

				  NIGHTWING
		Quite a combination.

Samir CHUCKLES.
		
				  SAMIR
		You would think.  Both families were 				
	neighbors for years in Jerusalem.  Both 				
	sides were so happy they were getting 				
	together.

Samir fidgets with the keyboard.

Nightwing silently watches.

				  SAMIR
		We moved to Britain to get away from
		the fighting.  My parents were killed
		in a terrorist bombing from an off-shoot
		of the Red Brigade.

Nightwing almost winces.

				  SAMIR
		Both sets of grandparents took me in 				
	until I was eighteen.  Then I moved back 				to 
Britain and joined the SAS.  No
		disrespect to the Marines, but if you 				
	want to be the best, you have to train 				
	with the best.  After a stint there, I 				
	joined Scotland Yard.  

Nightwing nods in understanding.

				  SAMIR
		It was a chance.

				  NIGHTWING
		Revenge?

				  SAMIR
		No, just to make a difference.  

				  NIGHTWING
		Birds of a feather.


INT. GORDON'S OFFICE - NIGHT

The Commissioner sits at his desk, surrounded by piles and piles of 
paperwork.

He's wearing a worn and comfy 'Gotham Giants' sweater.  

				  NIGHTWING (O.S.)
		Aren't you back a little early?

Gordon jumps.

				  GORDON
		Jesus, I wish you two wouldn't do that!

Nightwing appears from the shadowy corner, a impish grin on his face.

				  NIGHTWING
		You didn't answer the question.

				  GORDON
		I probably am, but SOMEONE'S got to
		get this administrative crap done.  And
		if I can't be out there with them, the 
		least I can do is give them one less
		thing to worry about here.

Nightwing nods in understanding.

				  GORDON
		How are you holding up?

				  NIGHTWING
		We've got a few leads on Al Ghul.  It's
		taking a bit longer-

				  GORDON
		No, I meant YOU.

Nightwing looks uncomfortably.

				  GORDON
		Batman was never one to let ANYTHING out
		but you're different.  That isn't 					
	necessarily a bad thing considering how 				
	your mentor can be.

Both share a CHUCKLE.

				  GORDON
		I heard about the blow-up you and Bullock
		had.

Nightwing glares at Gordon.

				  GORDON
		He tends to shoot from the hip, but he's		
		a good cop.

Nightwing nods grudgingly in agreement.

				  GORDON
		And just about every other cop here is 
		glad you and your partner are around.

Nightwing is surprised.

				  GORDON
		You do the stuff they CAN'T do.  You're 				
	not replacing them, you're around for 				
	the weird stuff a cop isn't trained for.  			
	Domestic violence and hostages we can 				
	handle, immortal conquerors aren't in 				
	the academy syllabus.

Nightwing grins.

				  GORDON (CONT)
		And considering the lunatics you and 				
	Batman have handled over the years, the 				
	rest of us don't See you as glory hounds.  			
	Hell, you get to deal with the REAL ugly
		stuff.

Gordon places his hand on Nightwing's shoulder, like a coach to his best 
player.

				  GORDON
		Let your partner know his work, and YOUR 
		work will always be appreciated.  And
		you two give us something else.  You
		give us hope.


INT. CONFERENCE ROOM AT WAYNETECH 

William Marduk stands before a huge LCD screen, a laser pointer in hand.   
bar and pie graphs fill the display.

Polite APPLAUSE fills the room.

Luscious and Bruce sit at the end of a long conference table opposite of 
William.  Both looks appreciatively at William.

Over a dozen of Waynetech's executives sit at the table.  Expressions 
range from interest to sheer boredom.

A CONRAD from legal almost yawns.

William glares at the impertinent act.

				  WILLIAM
		Are there any questions?

				  CONRAD
		Mr. Marduk, let me be frank.  This project
		is all well, good, PC, environmentally
		friendly and tons of other crap.

Some of the other officers blanch.  A few turn away.  

Bruce glares, his knuckles white on the edge of the table.

				  CONRAD (CONT)
		Mr. Marduk, Wayne Enterprises is built
		for profit, and the margin you're talking
		about, no matter how incredible your
		plant is, isn't much to talk about.  So 				
	why the hell should be shell out-

The executive leafs through his notes.

				  CONRAD (CONT)
		$45 BILLION to jump on your radioactive
		bandwagon?

Conrad looks smugly at William.

Williams smiles pleasantly at the executive and puts down his laser 
pointer.

				  WILLIAM
		Do you have any grandchildren?

				  CONRAD
		Three.  Two boys, one girl.  

William walks towards the Conrad and leans on the edge of conference 
table.

				  WILLIAM	
		Well, if this project doesn't go through,
		you'll be guilty of killing them.

William exhibits surprising power and speed as he whips the rude Execs 
chair around.

Marduk hunches over the Executive, like a lion about to gorge on 
helpless prey.

Luscious is about to say something, but Bruce stops him.  

William's voice turns into a snarl.

				  WILLIAM
		You see, this project is NOT simply about
		profit, it's about the future!  Our silly,
		narrow-minded, pathetic, bigoted, STUPID 
		species has been using up this planet like
		toilet-paper for the last five-thousand 				
	years!

Beads of sweat drip down the Conrad's brow.

				  WILLIAM (CONT)
		We can either keep lying to ourselves 				
	that everything will be fine and ignore 				
	the signals this planet has been giving 				
	us and just watch our profit margins OR 				
	we can get off our fat, lazy, over-paid 				
	asses and DO something!

Williams stands over the Executive like a prize-fighter looming over an 
unworthy opponent.

				  WILLIAM (CONT)
		Wayne Enterprises has a reputation for 				
	looking beyond such short-sighted 					
	thinking, and realizing we have to start 				NOW if 
our FUTURE is to have any meaning.  				So I offer 
this opportunity to you, to 					build dozens of 
these plants across the 					planet.  If you 
have any love for your					grandchildren, you'll 
seize this
		chance.

William takes a DEEP BREATH.

The room is silent until Bruce leads a thunderous APPLAUSE.

Conrad remains frozen on his chair.


INT. COMMISSARY 

Bruce, Lucius, William, and a few others sit at a round table in the 
commissary.

Conrad is seated with a few of his cronies at another table.  

				  BRUCE
		William, that was quite a presentation.

William looks embarrassed.  

				  WILLIAM
		I lost my temper.  Nothing gets to me
		more then that much of arrogance and 
		apathy.

Luscious nods in understanding.

				  LUSCIOUS
		He is very good at what he does, though.

				  WILLIAM
		Looking like a buffoon?

Everyone LAUGHS.

				  BRUCE
		Oh my.  Um, seriously, it's hard to find
		someone with this much passion for 
		something.  How did you get this?

A distant, sad looks crosses William's face.

				  WILLIAM
		My family has enjoyed nature in all
		of it's glory for generations.  After
		seeing what we've done to this planet,
		and to each other, it seems like a chance
		to really, truly change the world.

The others look admiringly at William.

A CRASH and SHATTER of glass, followed by BOISTEROUS LAUGHTER echoes 
through the room.  

Everyone watches the Conrad GUFFAWING loudly with his clique.

A server picks himself off the floor.  A tray of dishes is scattered all 
over the floor.

				  CONRAD
		Gotta watch your step in here, son!

The server smiles politely, and picks up the pieces of glass and ceramic 
on the floor.

Everyone at Bruce's table looks angrily at the display.

				  LUSCIOUS
		I'm amazed your father never just fired
		his ass.

				  BRUCE
		I guess his father was even WORSE.  Like
		you said, he's unfortunately good at
		what he does.

Bruce looks over the commissary and sees another server moving through 
the room, pushing a huge cart of deserts.

				  BRUCE
		Excuse me a moment.  I just saw someone I've 
		been meaning to talk with.

Bruce slyly winks to Luscious and motions towards a red-head walking 
into the commissary.

The other executives smirk, but Lucius looks thoughtful.

William follows Luscius' gaze.

The playboy walks towards the red-head as the desert cart moves towards 
them.  Not far away is Conrad's table.

Bruce raises his hand to call to the red-head, but he trips and CRASHES 
into the desert cart.

The cart flies into the Conrad's table, covering everyone in food.

Bruce very slowly gets up with a wince and a GROAN.

William and Luscious are beside him, helping him up.

				  LUSCIOUS
		You ok?

The red-head looks down, sees Bruce is ok, smiles, then struts away.

				  BRUCE
		Not the most impressive first impression, 
		was it?

All three CHUCKLE.


INT. GYM IN RA'S' LAIR

The gym is similar to Batman's; the equipment is simple, 'old school' 
training equipment.  

A number of archaic weapons hang from the walls.  

Ra's and Ubu spar in the middle of the room.  Ra's is using his trade-
mark swords while Ubu utilizes his quarterstaff.

				  UBU
		The processing goes as planned.  Dr. 				
	Markov says he may have over-estimated
		the amount of plutonium the process will
		create.

Ubu SNORTS humorously.

Ra's smiles wryly.

				  RA'S
		Now, now, Ubu.  Dr. Markov may be an
		annoying, obnoxious, and arrogant person,
		but he's very good.  

Ubu and Ra's trade blows and parries with amazing speed and power.

				  UBU
		And what of the Detective?

				  RA'S
		I believe he is no longer a threat.  He
		seems to have found new energy in the
		Wayne Foundation.  

				  UBU
		This entire masquerade is very cumbersome,
		sir.

				  RA'S
		True, but with the pieces working together,
		it'll make the final implementation 
		almost impossible to detect and stop.

Ra's finally takes advantage of a tiny opening and lays his blade 
against Ubu's throat.

				  UBU
		Point, sir.

The two go back to neutral positions, bow, then continue to spar.


INT. WAYNE MANOR - DAY

Bruce walks through the halls of the manor, brief case in one hand and 
his suit jacket tossed over his shoulder.

He almost passes the library and stops.  

The playboy walks in and gazes at the portrait of himself and his 
parents hanging over the fireplace.  He smiles warmly at the portrait.

Just beyond the door, Alfred and Dick walk by.  They both see Bruce 
staring at the portrait.  

They quietly enter the room.

				  DICK
		I miss my folks, too.

Bruce jumps a bit.  He smiles sadly at Dick.

				  DICK
		Bruce, please, what's going on.

				  BRUCE
		Nothing, Dick.

Dick glares at Bruce.  Bruce turns away and is about to walk out of the 
library.

Alfred stands unsure of what to do.

				  DICK
		Oh, bullshit.  

Bruce twirls around, eyes burning.

				  DICK
		Ah, FINALLY a reaction.  Look Bruce, for 			
	the last month you have been moody as all 			
	hell, and that's saying something 					
	considering the way you normally are!  

Bruce turns away guiltily
			
				  DICK
		Alfie, me, hell even GORDON is getting 
		worried.  

Bruce LAUGHS mirthlessly.

				  BRUCE
		Ah, they miss their 'Dark Knight?'

				  DICK
		No, they hope their FRIEND is doing ok
		and not driving himself any more bonkers
		then he already is!

Dick lunges forward and grabs Bruce by the shoulders.

				  DICK
		Look, no more hiding, no more brushing-				
	off.  There's something more going on, 				
	tell me!

				  BRUCE
		Why?

Dick looks at Bruce questioningly.

Bruce twists away from Dick and looks up at his parents.

				  BRUCE
		I trained for twelve years, a more
		years to build the suit, the legend, but
		what's it done?

				  DICK
		Bruce, you've-

				  BRUCE
		I created all of this to make the city 				
	BETTER.  Is it?  I've locked up a few 				
	sociopath, but is anything BETTER?

Bruce reaches his hands up to the dark wooden frame of the portrait.

				  BRUCE
		I hoped when I did this I keep anyone else 			
	from going through what I did that night 				in 
Crime Alley.  

Alfred walks towards Bruce, but Dick holds him back.

				  BRUCE (CONT)
		I feel like I'm just a liability
		to the police and one more urban legend
		for the tabloids to talk about.

He turns around and looks at his closest friends.

				  BRUCE
		Maybe it's time for me to find a new way
		to make a REAL difference in this city.
		
				  DICK
		Bruce, you DO make a difference.

Bruce nods sadly.

Alfred steps beside Dick.

				  ALFRED
		Sir, perhaps you need to ask yourself 				
	why.

Bruce looks at Alfred questioningly.

				  ALFRED
		Are you atoning for yourself, or are you 
		atoning for you parents?

Bruce looks thoughtful for amount, then walks out of the library.

The sad silence is broken by a BEEP.

Dick reaches into his pocket for his cell-phone.

				  DICK
		What's up.  Oh.  Really?  Sweet!  Yeah,
		sounds good.  I'm used to working at 
		night.

Alfred looks questioningly.

				  ALFRED
		Samir.  We might have a break.  We're 				
	hitting a spot at Miller Harbor
		tonight.


EXT. GARDEN BEHIND WAYNE MANOR - NIGHT

Bruce does a kata in the well manicured garden.  He is bare-back, and 
years of scars riddle his back.

Samir quietly approaches him.  Samir is in all-black 'Matrix' wear, 
minus the shades.

				  SAMIR
		Nice night for a work-out.

Bruce stops and smiles.

				  BRUCE
		Seemed too nice to stay cooped-up in
		the cave.

				  SAMIR
		Old habits die hard, Bruce.

Both CHUCKLE.

				  BRUCE
		You and Dick keep working together, I'm
		not going to be needed.

				  SAMIR
		Oh, no.  You'll always be needed.

Bruce waves-off the comment.
	
Samir looking seriously at Bruce.

				  SAMIR
		You're the best at what you do, even if 				
	you can't fly like that gentleman from				
	Metropolis.  I became what I am because 				
	of you.

				  BRUCE
		I'm not sure if that's reassuring, 
		Samir.

				  SAMIR
		I became someone who tried to make a
		difference, Bruce.

Bruce looks thoughtfully at Samir.

				  BRUCE
		So EVERYONE is playing therapist today?

Samir CHUCKLES.
		
				  SAMIR
		No, you're surrounded by people who care.
		And who also want you to know your 					
	crusade, isn't meaningless.  It may not 				
	END, but it does mean something to all 				
	of us.

Bruce nods a 'thank you.'

				  SAMIR
		Well, I must be off.  We have a lead to 
		pursue tonight.

				  BRUCE
		Don't keep him out too late.

Both CHUCKLE.

				  BRUCE
		That reminds me, Alfred and I are heading
		for Dr. Thompkin's clinic.

Both walk back towards the manor.


INT. THE CAR

Samir and Nightwing go blazing down the streets of Gotham in the Car.  
Nightwing is driving.

				  SAMIR
		Siva Importers and Shipping has a 
		warehouse by Miller Harbor.  One of their			
	ships was moored here for about a month 				
	because of a crew-man with pneumonia.  				
	Oddly enough, none of the hospitals here 				show 
any admissions from the ship.

				  NIGHTWING
		Bingo.

Nightwing looks at Samir's attire again.

				  NIGHTWING
		Should I call you 'Neo?'

Samir CHUCKLES.
		
				  SAMIR
		It's actually woven with Kevlar and
		fire-resistant fiber.  Besides, my
		girl-friend Carrie thinks I look hot in 				
	it.

Both CHUCKLE.


INT. SIVA'S WAREHOUSE

Samir and Nightwing walk quietly through the huge warehouse.  

The only lights are the pen-lights the pair have.

Giant crates are stacked like Lego blocks everywhere.

Samir finds a crate with a radiation symbol on it.  

They slowly open the crate and find radiation suits inside.

				  NIGHTWING
		I imagine Siva doesn't specialize in haz-
		mat gear, do they?

Samir nods 'no.'

A WHOOSH ripples through the warehouse as the lights all come up.

				  SAMIR
		Oh boy.

Ubu walks towards them with about two dozen armed guards.  

The guards carry hand-weapons rather then guns.  Ubu has his trusty 
quarterstaff.

				  UBU
		Well, well, rats in the warehouse.  

Ubu motions to his guards.  The mob rushes forward.

Nightwing tosses a handful of pellets at the guards.

The pellets POP and release huge clouds of gas.

The guards stop and start to HACK and COUGH.  

Nightwing and Samir dash towards another section of the warehouse.

Ubu twirls his quarterstaff like a giant fan, blowing away the gas.

				  UBU
		Go!

The guards recover and chase after the pair.

Ubu presses a pair of studs on his gauntlet.  The tubes fill with Venom.  
Ubu SIGHS with glee as the chemicals fill his system.


EXT. SIVA'S WAREHOUSE

Samir and Nightwing race out of the complex towards the Car.

They are surrounded by more guards, also armed only with hand-weapons.

Ubu approaches them.

				  NIGHTWING
		What, your boys don't like guns?

Ubu smiles coldly.

				  UBU
		No, just don't have to worry about
		anyone hearing gun-shots as we kill
		you.

Ubu nods and the guards rush in.

Samir pulls his tonfas from his coat and rushes into the melee.

Nightwing yanks his escrima sticks from his back while tossing bat-
shaped shurikens at the guards.

Nightwing and Samir use their paired weapons to fight the guards back 
and slowly make their way to the Car.

Ubu finally enters the fray and takes on Nightwing.

				  UBU
		Your mentor was one of the best.

				  NIGHTWING
		He IS the best.

Ubu smiles and begins to swing his quarterstaff, the pole WHIRLING like 
a giant propeller.

Ubu and Nightwing SMASH their weapons together as they exchange blows in 
the night.

Nightwing is slowly overpowered Ubu's Venom-augmented strength.

Samir finally defeats his adversaries and sees Nightwing is loosing to 
Ubu.

				  SAMIR
		Nightwing, the Car!

Nightwing nods and leaps away from Ubu.  He opens a control panel on his 
gauntlet and hits a few commands.

The Car's engine ROARS to life as Samir runs to the car and tries to 
find a door panel.

				  NIGHTWING
		It's voice-activated!

Nightwing tries to keep-up against the goliath.  However his weary 
blocks barely deflect Ubu's powerful blows.

				  SAMIR
		Shit!  Ok, ok, um, door!  Open!

The door slides open.

Nightwing is SMASHED by Ubu's quarterstaff and flies across the parking 
lot.

Ubu stalks towards the semi-conscious Nightwing.

The Car SCREECHES between them.  The passenger-side door pops open.  

Nightwing barely pulls himself into the car.

Samir slams on the gas as the car ROARS into the night.

Ubu watches them escape.  

A few more guards appear.

				  UBU
		Get two vans.


INT. BATMOBILE
	
Samir's eyes are wide as he tries to absorb the glut of information 
scattered on the Car's HUD.

Nightwing is slumped beside him, dribbles of blood dripping down his 
face.

Nightwing tries to test his ribs and GROANS.

				  NIGHTWING
		Don't try to absorb too much.  The most
		important stuff is on the bottom of the 				
	HUD.

				  SAMIR
		Easy for you to say.  This is worse then
		flying the Typhoon.  How are you doing?

				  NIGHTWING
		Well, I have no ribs, but ok.

Nightwing 	winces.


EXT. STREETS OF GOTHAM

As the Car ZOOMS through the night, a pair of mini-vans come SCREAMING 
after them.


INT. THOMAS AND MARTHA WAYNE CLINIC

Bruce walks through the huge central room of the clinic.   

It's filled with toys, bright pictures and posters, and children of all 
ages.

In one far corner, Alfred is reading a story to some children.  Their 
gleeful LAUGHTER echoes through the room.

A few teenagers surround a video-monitor playing a video-game.  Another 
group of kids work quietly at some PCs.

An African-American woman in her 60s walks towards Bruce.

Bruce smiles warmly and gives her a huge hug.

				  BRUCE
		Hi DR. THOMPKINS.

				  THOMPKINS
		Bruce, we've known each other for how
		long?  

The doctor gazes at Bruce like a school teacher.

				  BRUCE
		I'm sorry, THELMA.

Both CHUCKLE.

				  THELMA
		That's better.

Bruce gazes approvingly at the complex.

				  BRUCE
		You've done amazing work since the last
		time I've been here.

				  THELMA
		Thanks to you.

				  BRUCE
		Please, I just write the checks.

				  THELMA
		And they're greatly appreciated.  You
		know, you should come down here more
		often, like Alfred does. 

Bruce looks sadly across the room.

				  BRUCE
		It's just-

				  THELMA
		I know, it's not easy, even after all
		these years.

Bruce nods sadly.

Thelma looks concerned.

				  THELMA
		So how are you doing?
	
Bruce looks a little agitated.

				  BRUCE
		Are you going to play therapist too?

				  THELMA
		Well, technically I still AM your
		therapist.

Bruce is about to shoot a retort, then LAUGHS.

				  BRUCE
		Touché, doctor, touché.

				  THELMA
		Well?  

				  BRUCE
		I just don't know why I do it.  Does
		it really matter?

Thelma nods in understanding.

				  THELMA
		Cops go through that sometimes, seeing
		the dregs of reality day in day out, 
		you question whether what you do has
		any meaning since it never stops.

Bruce nods.

Thelma looks out at the children.  She points to a teenager who's 
helping a few other children with their homework.

				  THELMA
		See Marcus there?  He used to be a runner
		for one of the heavy dealers in the area. 
		You saved his sister a few years ago, he
		swore he would never run again, he's been 
		coming here, two nights a week, helping 				
	kids.

Thelma points to a middle-aged woman working in the open kitchen on the 
other end of the center.

				  THELMA
		Lindsey, she used to do tricks about three
		blocks from this center.  Her pimp was 
		pretty nasty, beat her pretty bad.  You
		saved her life two years ago.  She started
		working here and is a few months away from 
		her associates in accounting.  

Thelma leads Bruce down another end of the center into an art studio.  
Easels and shelves of art supplies fill one wall.

The other wall is filled with pictures of Batman.  Some are by little 
children, some appear to be good enough to appear in comic books.

Each image is different.  Some show him stopping a robber, some show the 
Car streaking through the night.

Bruce walks towards one in particular.  Batman is cradling a child in 
his arms.

				  THELMA
		Ah, that one.  That's by Krissy.  Her sister
		was caught in the middle of a drive-by.  

Bruce's eyes fill with tears.

				  THELMA
		Her sister didn't make it, but she 					
	remembers 	hearing your voice consoling 				
	her until the cops got there.  

Thelma wipes the tears from her cheeks and CHUCKLES.

				  THELMA
		She said she wants to be your partner when
		she grows up.

Bruce CHUCKLES.

				  THELMA
		Trust me, Bruce, you make a difference.  
		More then you could imagine.  Everyone
		calls you the Dark Knight, but you're 
		more like an angel to ALL of these 
		people.  You give them hope to survive,
		and to rise up.

Bruce presses his head against the wall, his voice CRYING and LAUGHING.

				  BRUCE
		I'm beginning to sound like a whining 
		teenager.

			  	  THELMA
		No Bruce, you're sounding HUMAN, maybe
		for one of the few times since your 
		parents died.  Besides, if you started
		to whine, Alfred would probably send 
		you to your room without supper.

Both friends LAUGH.


EXT. STREETS OUTSIDE THE CLINIC

The mini-vans continue their pursuit of the Car.  Machine- gun fire 
RATTLES through the night.

Samir drives the car like a NASCAR racer, weaving through the narrowest 
gaps in traffic.

The mini-vans manage to stay close.  

A taxi cuts-off the Car from an intersection.  

The Car swerves and SCREECHES around a few other cars until it finally 
CRASHES outside the clinic.

The mini-vans come to a stop and Ubu's troops fall out.

Bruce, Alfred, Thelma, and some children run out to see what happened.

				  BRUCE
		Get them back into the clinic!

Some of the children SCREAM upon seeing the destruction and the troops.

The older children heard the little-ones back into the clinic.

Ubu sees the children and motions for his men to step back.

The Car's door pops open and Samir slowly crawls out.

Ubu and Bruce glare at each other.

				  UBU
		Tell the Detective the darkest night 				
	has fallen on his city.

Ubu nods to his men.  They all file back into the vans and ROAR into the 
night.

Alfred, Bruce, and Thelma rush to Samir's side.

The other door pops open and a GROAN rises from the passenger side.

				  BRUCE
		Samir, this is Dr. Thelma Thompkins.

Samir nods.

Bruce walks over to the passenger side.

Nightwing looks up at Bruce.

				  NIGHTWING
		Sorry Bruce.

He passes out.


INT. INFIRMARY WITHIN THE CLINIC

Thelma and Alfred tend to Nightwing, who slowly regains consciousness.

Bruce and Samir stand aside.

				  THELMA
		Well, beyond cracked ribs and some 					
	serious bumps, bruises, and who
		knows what else, he's gonna be ok.

				  BRUCE
		What happened, Samir?

Thelma looks questioningly at Bruce, then at Thelma.

				  BRUCE
		She knows.

				  SAMIR
		This identity of yours isn't much of a 
		secret.

Bruce motions him to continue.

				  SAMIR
		We found a lead with Siva Importers.				
	Ubu and his men discovered us while we 				
	searched SIVA'S warehouse.  

Nightwing GROANS and tries to sit up.  

				  NIGHTWING
		We found radiation suits in the warehouse, 
		so whatever Ra's is up to is nuclear.

				  ALFRED
		A bomb?

Bruce looks thoughtful.

				  BRUCE
		No, he wants to PRESERVE the planet, it's

		just the people he wants dead.

Bruce stares into space.  

				  BRUCE
		Nuclear, but not lethal...

Samir is about to say something, but Alfred stops him.

				  BRUCE
		The Cave, now.

				  ALFRED
		Welcome back, sir.

Bruce smiles as everyone but Thelma dashes out of the infirmary.

The playboy returns and gives Dr. Thompkins a quick kiss on the cheek.


INT. THE CAVE

Bruce sits at the mainframe, tapping at commands while everyone stands 
behind him.

				  SAMIR
		What are you looking for?

				  BRUCE
		One of the few 'harmless' things to use
		radiation is EMP.

Samir gets the 'of course' look on his face.

				  NIGHTWING
		Which would wreck every piece of technology
		in the area-

				  ALFRED
		And cause the type of cataclysm Ra's Al 				
	Ghul is looking for.

Bruce nods wordlessly as he continues to type.

				  BRUCE
		EMP was being heavily researched by
		the US government-

				  SAMIR
		A traitor?

				  BRUCE
		Not as likely.  BUT, a disenchanted
		scientist from the Eastern Block is
		another story.

The picture of Dr. Markov and his biographical data appear on the 
screen.

				  BRUCE
		And guess who he works for?

				  SAMIR
		Siva?

				  BRUCE
		No.

Everyone looks puzzled.

				  BRUCE
		Marduk, which ALSO owns Siva.

				  SAMIR
		So is Ra's working through Marduk?

Bruce taps at more commands, staring at the screen.

				  BRUCE
		No, but I've got an idea. 

Biographical data about Marduk pops on to the screen.

				  BRUCE
		Marduk was actually named Holstrom Inc
		until Marduk bought the company about 				
	seven years ago.  Apparently the owner 				
	of Holstrom died mysteriously and Marduk 				took 
over and transformed the company 					into the 
environmental giant it is now.

Bruce continues to TAP at the keyboard.

				  BRUCE
		There isn't a lot of information on 				
	Marduk.  He's developed a reputation 				
	for being a passionate defender of the 				
	environment and a recluse.

Samir looks at the data appearing on the screen.

				  SAMIR
		Interesting, NO information about his
		parents at all?

				  NIGHTWING
		Movie stars can be pretty closed-mouth.

				  ALFRED
		But even they mention something for their
		publicist or PR people.

Bruce nods.

				  SAMIR
		 You don't think-

Bruce nods again.

				  BRUCE
		I've seen Marduk work.  He's Al Ghul.

Bruce TAPS more keys on the mainframe.

A satellite view of the nuclear facility appears.  

A vast tangle of tunnels appears beneath the complex like a mass of 
spaghetti.

				  BRUCE
		This is a Doppler image of the complex. 
		Now if I can tweak the resolution.

Bruce TAPS more keys.

The images clear as a set of tunnels radiate out from the complex.

				  BRUCE
		Those tunnels don't appear on any blue- 				
	prints from the last eighteen months.

				  ALFRED
		Emergency exits.

Bruce nods.

				  NIGHTWING
		So now what?

				  BRUCE
		We go to work.

Bruce stands up and walks towards the gym.

Everyone follows, curious looks on their faces.


INT. THE GYM

Bruce gazes at the wall of weapons, and comes upon a Wu-Shu fencing 
sword.

				  NIGHTWING
		Um, Bruce-

				  BRUCE
		I need something to be an equalizer
		since I've been out so long.

				  ALFRED
		Sir, are you sure?

				  BRUCE
		Al Ghul knows we're coming.  If we don't 			
	hit him tonight, he'll leave with all of 				his 
information and start his nightmare 					all 
over again.

Bruce grips the sword loosely in his hand and begins a simple kata.  

He stops for a moment.

				  BRUCE
		Alfred, can you bring a spare cape for 				
	me?

Alfred returns with a cape and snaps the mantle on around Bruce's neck.

Bruce goes into an elaborate kata.  He uses the sword to strike while 
twirling the cape like a tornado to parry.  

				  BRUCE
		There's only one way to find out if I'm 
		ready.
			(to Samir)
		Would you?

Samir bows to Bruce.  He reaches for a pair of Wu-Shu swords.

The two clash.  Samir uses the swords with amazing speed, the blades 
flashing in the lights.

Bruce whips, whirls and strikes until finally Samir's sword CLANKS to 
the ground. 

Everyone smiles.

				  SAMIR
		I think you're ready.
		
				  BRUCE
		Not quite.  First a surprise to deal 				
	with the EMP threat.  Then I've got to 				
	throw together something for our steroid-				filled 
friend.

A cold smile crosses Bruce's lips.


INT. RA'S' TV ROOM

The mas of screens show Ra's' troops rushing to destroy and/or remove 
evidence of their work.

Ra's looks sadly at everything.  Ubu stands beside him.

				  RA'S
		Oh well, we have the blue-prints
		complete.  How is Markov coming along?

				  UBU
		He's completing a few more down-loads 				
	while his assistants are destroying the 				
	hard-drives.

Ra's nods.

				  UBU
		How soon before they come?

				  RA'S
		Possibly tonight, tomorrow at the latest.

				  UBU
		Do you think there will be trouble?

				  RA'S
		I doubt it.  Unless the Detective
		can gather an army to take us on.

One of the monitors shows troops loading crates labeled 'RPG'. 


EXT. ROOF TOP OF THE POLICE DEPARTMENT

Gordon, Montoya, Bullock, Batman, Nightwing, and Samir stand on the 
roof-top.

				  GORDON
			(to Batman)
		Welcome back.

Batman smiles.  

Gordon, Bullock, and Montoya are taken aback a bit by the show of 
emotion.

				  BATMAN
		We need your help.  We've found Ra's Al 				
	Ghul and his plan, but we need the help 				
	of any officers to stop Ra's from 					
	escaping.

				  GORDON
		What does he have?

				  NIGHTWING
		He's building an EMP device in the 					
	reclamation plant to destroy all the 				
	electronics in the city.

				  SAMIR
		The plan is to construct hundreds of 				
	these through Marduk Incorporated and 				
	Waynetech-

Gordon nods in understanding.

				  GORDON
		And then disable the tech base of the
		entire planet.

Bullock WHISTLES.

				  GORDON
		He certainly thinks big.  How many
		do you need?

				  BATMAN
		As many as you can.  We're not sure
		how many of Marduk's men are simply	
		employees and how many are part of his
		'cause', but I would guess a few
		hundred.

Gordon nods gravely.

				  GORDON
		I don't know, if we had some time to
		get the National Guard-

				  SAMIR
		He's probably leaving tonight with
		plans for the generator.

Bullock steps forward, gazing sheepishly at Nightwing.

				  BULLOCK
		We'll get enough.  You've saved this 				
	city's ass a lot of 	times.  It's our 				
	turn.

Montoya looks proudly at Bullock.

Batman stares at Bullock, then extends his hand.

Bullock shakes it hard.

				  GORDON	
		I take it you have a plan?

Batman smiles once again.

				  
EXT. INLAND SIDE OF THE RECLAMATION PLANT - NIGHT

The plant sits on the edge of Miller Harbor.  The huge facility looks 
like a run-of-the-mill nuclear reactor.

A large fence surrounds the facility.  A number of armed guards patrol 
the fence-line.  

The RUMBLE of heavy vehicles echoes towards the complex.  

A guard by the main entrance sees a convoy of APCs and SWAT trucks 
heading for the complex at great speed.

The guard picks up this walkie-talkie as the convoy SMASHES through the 
gate.

Dozens of guards flow out to meet the police like angry wasps.


INT. THE APC

Gordon watches Ra's' forces getting into position on the monitor screen 
in his APC.  The Commissioner is wearing a head-set.

				  GORDON
			(into his headset)
		Move into positions!

				  BULLOCK (O.S.)
		Gotcha, Commish!


EXT. INLAND SIDE OF THE RECLAMATION PLANT 

The police vehicles roll-out into a line-of-battle.

As the police vehicles advance, Ra's' men OPEN FIRE on the cops.  

The APCs fire water cannons and tear-gas canisters at Ra's' troops.

Ra's' forces give way as they are over-come by the tear-gas.

Police and SWAT officers jump out from the APCs and move towards the 
terrorists army.

Ra's' choppers join the fray, strafing the officers with CANNON FIRE.

The Chopper ROARS in, launching missiles at Ra's' choppers.

Each rocket strikes home and both helicopters EXPLODE.


INT. THE CHOPPER

Nightwing sits at the controls of the Chopper.

				  NIGHTWING
		Man-bat to Swamp Thing, both choppers are 			
	down.

				  BATMAN (O.S.)
		Swamp Thing copies, Man-Bat.  We're 				
	moving out.


INT. RA'S' MONITOR ROOM

Ra's watches the gun-battle with Ubu beside him.

Personnel scramble just outside the monitor room.  

				  UBU
		Where is he?

				  RA'S
		It's a feint.  Send men to the sea-side
		of the complex.

Ubu nods and heads out of the room.

Ra's smiles.

				  RA'S
		So you haven't quit, Detective.  Let
		the end-game begin.


INT. THE CAVE

Alfred sits at the mainframe monitor, watching a satellite view of the 
complex.  He's wearing a head-set.

Icons of everyone are on the screen playing-out the battle.  

A series of new icons move out from the facility to the ocean-side of 
the complex.
 
				  ALFRED
		Watchman to Swamp thing, Al Ghul's 					
	troops are heading to the sea-side 	of 				
	the reclamation plant.

				  BATMAN (O.S.)
		Swamp Thing copies, Watchman.  The feint 			
	was worth a try.  Pass word on to 					
	Montoya's forces.

				  ALFRED
		Watchman copies, Swamp Thing.


EXT. HARBOR SIDE OF THE PLANT

Batman and Samir scoot towards shore underwater with a sea-sled.  

Both lay just beneath the water line and see a few dozen guards waiting.

Samir and Batman toss grenades at the guards.

The grenades POP releasing tear-gas.  

The guards HACK AND COUGH.

Batman and Samir leap from the water and easily dispatch the 
incapacitated guards.

The pair remove their swim goggles and rebreathers as Ubu appears from 
the shadows, CLAPPING.

Ubu is surrounded by a few dozen more guards.

				  UBU
		Ready for a rematch, Detective?

				  BATMAN
		Always.

Batman gives the signal.

Three dozen officers in SCUBA gear, lead by Montoya, rise from the water 
like demons.

Ubu looks grimly at Batman.

				  UBU
		Ah, so you really are 'back.'

Ubu gives his signal and his forces rush into battle.  

Montoya's forces open FIRE as Ra's' guards FIRE and use hand-weapons on 
the officers.

Samir and Batman wade into the fray, striking down anyone in their way.

The Dark Knight reaches behind his back and pulls a foot-long rod.  

He flicks his wrist and it extends into a fighting-stick the length of a 
bokken.

Batman wades into the fray, his cape and bokken whirling like a buzz-
saw.

Ubu swings his quarterstaff and levels the police like a lawn-mower 
going through tall brush.

Batman and Ubu finally face each other.  

Ubu smiles as he touches a stud on his gauntlet, releasing more Venom 
into his system.

				  UBU
		This time, I will kill you.

Batman reaches to his belt and tosses a tiny capsule at Ubu's feet.

A puff of smoke surrounds Ubu.  He takes a deep breath and begins to 
LAUGH. 

The man-mountain then begins to SPUTTER AND COUGH until he collapses on 
the ground with a seizure.

Samir and Montoya stand beside Batman.  

				  MONTOYA
		Jesus, what did you do?

				  BATMAN
		It's a special compound that reacts
		with Venom.  It latches on to the compounds
		in Venom and you develop a seizure.  If
		you don't' have it in you, you're not
		affected.

Montoya looks at Batman in shock.

Samir looks respectfully at Batman.

				  SAMIR
		Surprise number one?

Batman nods and smiles slyly.

				  BATMAN
			(to Montoya)
		Is the area secure?

Montoya nods 'yes.'

The Dark Knight flicks his wrist, retracts the bokken, and slides it 
back into his belt.

Samir, Batman, and some officers race into the complex.  


INT. HALLS OF THE RECLAMATION PLANT

The Dark Knight holds a giant PDA with a map of the complex.

A schematic of the complex is on the screen, with Batman and his forces 
appearing as tiny, blinking icons.

				  ALFRED (O.S.)
		Watchman to Swamp Thing, sending you 				
	real-time satellite telemetry.  

				  SAMIR
		Where do you think he would be?

				  BATMAN
		Probably one of the sub-levels that popped
		up on the Doppler.  

The group weaves through the labyrinth of corridors until they get to a 
huge warehouse filled with huge crates.

Ra's, Markov, and a few more guards are at the opposite end of the 
warehouse, and about to walk through a pair of double-doors.

				  BATMAN
		It's over!

The guards turn around and open FIRE on Batman and his group.

Batman and his forces take cover.

Samir pulls out his pistols and returns FIRE.

Ra's yanks Markov behind a huge cabinet while Markov SNIVELS.  

				  RA'S
		Ah, Detective, so stubborn.  

Ra's grabs Markov and they dash for the doors.

Batman sees Ra's escaping.  He reaches for a grappling gun on his 
utility belt and FIRES at the ceiling.

He pulls the line taught, CLICKS the trigger, and SWOOPS into the air.

The Dark Knight soars gracefully over the gun-fight and CRASHES through 
the double-doors.

Ra's and Markov are just ahead as the race continues down the corridors 
of the complex.

All three come to a halt at the center of the complex, the incomplete 
main reactor of the plant.

An Erector-set of catwalks and scaffolding is scattered over the dead 
reactor.

				  BATMAN
		Ra's, it's over!  Or is it William 					
	Marduk?

Ra's smiles.

				  RA'S
		It was a temporary identity.  I hope 
		you aren't too upset with the charade. 				
	
				  BATMAN
		All that matters is the fight is over.

				  RA'S
		Detective, you of all people should know 			
	the fight is never over!  

Ra's drags Markov over the scaffolding.  Batman cautiously follows.

				  BATMAN
		If you mean your men escaping with the 				
	designs for the EMP generator, they've 				
	been cut-off at the tunnels already.

Ra's looks surprised, then smiles.

				  RA'S
		Bravo, Detective.  I do wish this had
		worked out in it's entirety.  I hoped to 			
	make you my heir to a brave, new Utopia!  			
	We're so much alike, you and I.

				  BATMAN
		You slaughtered all those people to TEST				
	me so I could continue your work?

The Demon's Head glares at the Dark Knight's disbelief.

				  RA'S
		All that matters is saving the RACE, 				
	Detective.  If killing thousands saves				
	billions, then so be it!

				  BATMAN
		We're not alike at all, Al Ghul.  You 				
	want to change 	the world, I just want to 			
	make a difference.

Ra's sneers at Batman.

				  RA'S
		Small minds, Detective, small minds.  

Markov latches on to the railing and holds on for dear life.

Ra's tries to pull him free but to no avail.  He gazes down in disgust 
at the scientist.

				  RA'S
		So, it comes to this.  So be it.

Ra's reaches back and draws the copper swords of his youth.

Batman pulls out the retractable bokken.

The titans CLASH as metal and composite strike.

The warriors fight along the scaffolding, leaping, dodging, and tumbling 
from platform to platform.

As they fight, Samir and the other officers flow into the cavernous 
reactor room.

Ra's and Batman are evenly matched, with Ra's' speed countered by 
Batman's greater power.

The police 'cuff Markov and surround Batman and Ra's as they duel high 
in the air.

The duel pauses for a moment as Ra's sees the police surrounding them.

				  BATMAN
		Ra's, give up, you cannot win this fight.

Ra's looks sadly at the Dark Knight.

				  RA'S
		True, but the war is FAR from over.  It
		was a good fight, Wayne.  In another
		time, perhaps we won't be adversaries.

Ra's salutes Batman and dives over the railing.

The Demon's Head SLAMS into the concrete.


EXT. INLAND SIDE OF THE FACILITY

Hundreds of officers and medics tend to the wounded and take statements.  

Ra's' army is in handcuffs and being carted out.

Markov is in 'cuffs, terrified but SINGING like a bird to an officer 
close by with a note-pad and tape recorder.

Ubu is loaded into an ambulance, his body still shaking.

Batman, Gordon, Samir, and Nightwing and gathered by a quiet section of 
the parking lot.

Gordon looks at Batman.

				  GORDON
		So, how do you feel?

				  BATMAN
		Actually better, with a little help.

Samir and Nightwing grin.

Gordon listens intently to his head-set.  His shoulders slump.

				  GORDON
		Ra's' body is missing.  Real coroner's 				
	crew as found unconscious a few miles 				
	from here.


INT. THE CORONER'S VAN

A handful of Ra's' men lower the inert body into a large container of 
glowing liquid.

After a moment, Ra's' body rises violently from the water.  

One of Ra's' men bows his head to Ra's.

Ra's grabs the man's head and breaks his neck easily.

The rage finally ebbs.

				  RA'S
		Next time, Detective, next time.


INT. WAYNE TECH BOARD ROOM

Luscious stands at the head of the table before the LCD display.

Bruce sits at the opposite end of the table, looking distracted and 
bored.

Luscious and some of the other board members look at Bruce with some 
disappointment.

Others, including the Conrad, look relieved at the return of their old 
boss.

				  LUSCIOUS
		So that's the report from the police.  				
	All holdings with Marduk are on hold 				
	until the investigation is complete.

The Conrad leans back in his chair.

				  CONRAD
		I told you, this was a bad idea.  Dealing
		with corporations like that just invites
		trouble.  

Bruce looks distractedly at Luscious.

				  BRUCE
		Um, is that it?  I've got an eleven am 				
	tennis lesson I can't miss.

Luscious looks sadly at Bruce.

				  LUSCIOUS
		Yes, that's it.

Bruce gets up.

				  BRUCE
		Oh, one question.

				  LUSCIOUS
		Yes?

				  BRUCE
		What's the status of the plans?

Lucius looks at him curiously.

				  BRUCE
		Well, our engineers looked at the plans				
	for the plant, 	and they do work, right?

Luscious nods 'yes.'

				  BRUCE
		Well, unless they're part of the hold
		with the police, we can still go
		on with the project.  We can just
		build another series of plants and
		go from there.

A small grin comes over Lucius' face.

				  LUSCIOUS
		I'll have legal check into that, but I
		think we can do it.

The Conrad SPUTTERS.

				  CONRAD
		But Mr. Wayne, building ANY nuclear
		facility in this country takes YEARS, 
		and something this unprecedented could
		cost BILLIONS.  The start-up cost on 				
	this was very low since we were working 				
	with Marduk, Al Ghul, oh hell whatever 				
	his name is.  Now, alone it-
		
				  BRUCE
		Well, taking risk is part of the fun of
		being in business, isn't it?

				  CONRAD
		But-

Bruce walks towards the Conrad and sits on the conference table.

The Conrad shrinks in his seat a bit.

The other officers watch in anticipation.

				  BRUCE
		Here's the deal.  This isn't about profit,
		this plan is about making a difference, 				
	somewhere, some how.  
			(to everyone)
		The resources we have, the MONEY we have 			
	gives us a bit more	responsibility, not 				
	simply for profit, but to make a 					
	DIFFERENCE.

Luscious and some of the other board members smile at their chief.

				  BRUCE
			(to Luscious)
		Can we do it?  

				  LUSCIOUS
		All we can do is try, sir.

				  BRUCE
		Then the game is afoot.

INT. GOTHAM AIRPORT

Samir, Bruce, Dick, and Alfred are at the gate.

				  SAMIR
		Well, that's my flight.
	
Samir gives Alfred a warm hand-shake.

				  ALFRED
		It was a pleasure, sir.

				  SAMIR
		The pleasure was all mine.

Samir looks at Dick and they share a Wonder-Twins fist-tap and a hug.

				  DICK
		Stay out of trouble.

The pair share a warm smile.

Samir and Bruce look at each other and share a long hug.

				  BRUCE
		Thank you.

				  SAMIR
		Not everyone gets to work with their 				
	hero.

Bruce has an embarrassed smile on his face.

				  DICK
		This feels like a reunion of the Knights
		of the Round Table or something.

				  SAMIR
		In this case, we're Off-White Knights.

Samir suddenly becomes very serious.

				  SAMIR
		You realize he'll be back.

				  BRUCE
		I know, but we'll be ready next time.

A predatory grin crosses Bruce's lips.

Samir also smiles and walks down the gate.

FADE TO BLACK
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