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

BATMAN 3

 BY: MOHAMUD YUSUF

BATMAN/BRUCE WAYNE...........................MICHAEL KEATON
DR.CHASE MERIDIAN................................RENNO RUSSO
CATWOMEN/SELINA KYLE............................Michelle Pfeiffer 
RIDDLER/EDWARD NYGIMA...........................ROBIN WILLAIMS
ROBIN/RICHARD GRAYSON.............................MARLON WAYNES
ALFERD PENNYWORTH.................................MICHEAL GOUGH
MAYOR. JAMES RON.......................................KEVIN SPACEY
KEVIN BANKS..................................................JOHHNY 
DEPP
COM.GORDON...............................................PAT HINGLE
VONDELLE...........................................................SALL
Y FIELD
HARVEY DENT...............................................BILLY DEE 
WILLAIMS


                                         DIRECTOR:          
                                        TIM BURTON.
                                    

                     EXT. MAYOR BUILDING-RAINING NIGHT

                             ITS A RAINING NIGHT IN GOTHEM AND RAIN                         
                     FLOWING DOWN THE WINDOWS.
                                   
                        INT..MAYOR OFFICE-RAINING NIGHT
                              
                  MAYOR JAMES RON LOOKING OUTSIDE THE WINDOW

                       HARVEY DENT:       
                 HELL OF NIGHT OF NIGHT HUH! JAMES

                            (BEAT)
 
                       MAYOR JAMES:
                 HELLS IN THIS CITY

                      HARVEY GOES OVER TO MAYOR.JAMES  AND PUT HIS ON 
HIS HEAD

                                                      HARVEY DENT:
     WHAT THE HELL WRONG WITH YOU YOUR LUCKY THAT THE CITZEN OF GOTHEM 
VOTE FOR YOU 

                                                                                         
THEIR BOTH LAUGH

EXT.  GOTHAM CITY SKYLINE - SUNSET - FALL				
5

 Gothic towers of granite and glass shimmer golden in the
 late day sun.

6	 MOVE IN towards the city as an executive helicopter		
6
 CROSSES FRAME. Through the window BRUCE WAYNE, still
 handsome but a few lines starting to show, sits watching
 a seatback video screen.

7	 CONTINUE In over Gotham Harbor towards the skyline as		
7	  
8	 CLOSER on a single building, its power generated by a		
8
 small but mighty dam below. A glowing sign reads Wayne

 Enterprises.

 HOLD on a single window. MOVE IN

9	 INT.  BRUCE WAYNE'S OFFICE							
9

 Elegant. Oak. A wall monitor runs the same newscast.

10	 INSERT SCREEN									  
10

                                                                                        

					 NEWSCASTER (OVER)
		  last chrismas was the worst winter gothem ever face, 
oswald running for mayor
		  then their was catwoman, launched a
		  grizzly crime spree and was responsaple for max shreck 
death
		   SHe is extremely dangerous. Repeat....

11	 WIDER											
11

 Bruce Wayne ENTERS, his Armani suit the only thing fresh
 about him, followed by a sudden stream of EXECUTIVES,
 SECRETARIES, ASSISTANTS and GOTHAM SOCIETY MATRONS.

					 EXECUTIVE
		  The solar file tests are back.

					 BRUCE
		  Uh... great, could you wait a
		  second...

					 ASSISTANT
		  The Mayor's office called again -

					 SOCIETY MATRON
		  Who are you asking to the circus -

					 SECRETARY
		  Five minutes to your inspection -

					 BRUCE
		  Stop!

 Everybody freezes.

					 BRUCE
		  Okay, I want you all to just stand
		  here for fifteen seconds, okay?
		  Fifteen, everybody got it?

 Folks nod.

					 BRUCE
		  Good. Nobody move, now.

 And with that, Bruce turns and walks out.

					 BRUCE
				 (to himself)
		  I gotta give myself a raise...

12	 INT.  WAYNE ENTERPRISES - ELECTRONICS DIVISION - TWILIGHT	
12
                   Endless work-spaces stretching into infinity.

 Bruce, a Junior Exec ENTOURAGE trailing, tours an
 assembly line where robotic arms weld laser tools.

 FRED STICKLEY, a fuss-budget plant manager, leads.

					 STICKLEY
		  Your weekly inspections are a
		  departmental highlight.

					 BRUCE
		  Really?
				(a warm smile)
		  You all need to get out more.

13	 CRANE UP high over the factory floor, across acres of	  
13
 assembly lines and work stations.

 ANGLE DOWN on

14	 INT.  EDWARD NYGMA'S WORK STATION (CONTINUOUS)			 
14

 A clutter of computer parts. Paperwork everywhere.
 Rubik's cubes, games, dozens of puzzle books all boasting
 the green suited caricature of "The Guesser".

15	 MONITOR-CLOSE. A crossword puzzle.

 Features reflect over the acrostic. The two images
 resolve into one; the face itself is a puzzle.

16	 REVERSE ANGLE									  
16

 EDWARD NYGMA, awkward, brilliant and feverishly anxious
 stares up at the screen, TALKING to himself.

					 EDWARD
		  We'll probably go to the house for
		  dinner. Yes. Yes. Maybe he'll throw
		  a little party in my honor.

 Suddenly Edward BANGS his head against the desk-top.
 Hard. A brief window on the inner Edward, all insecurity
 and self loathing.

					 EDWARD
		  Idiot! Should have rented a tuxedo.
				 (suddenly calm)
		  Relax. I'm sure Wayne manor has
		  extra. After all, we're almost the
		  same size.....wait a minute i'm sort of fatter

17	 The opposing wall is a shrine to Bruce Wayne:  newspaper	 
17
 headlines, a GQ cover, magazine photos.

18	 Approaching COMMOTION.								
18

					 EDWARD
		  Oh my God. It's him.

19	 INT.  WAYNE ENTERPRISES - BREAK AREA					 
19

 Workers greet the boss. Bruce is friendly, welcoming,
 Edward appears on the edge of the group.

 Stickley spots Edward. A cloud crosses his face.

					 STICKLEY
		  Well, Mr. Wayne, on to R&D?

 Stickley rests his hand on Wayne's elbow. Begins to steer
 him away. Not in time.

 Edward steps forward. A man so uncomfortable, his very
 skin seems to be a costume. He marches right up to Wayne,
 takes his hand, fawning, the burning eyes of a sycophant.

					 BRUCE
		  Mr...?

					 EDWARD
		  Bruce Wayne. In the flesh.

					 BRUCE
				(easy going)
		  Um...I'm pretty sure I'm Bruce
		  Wayne. And you are?

					 EDWARD
		  Nygma. Edward Nygma. You hired me.
		  Personally. Just like I tell
		  everyone.
				 (sotto voce)
		  Well, we've never actually met, but
		  your name was on the hire slip.

 He still hasn't let go of Bruce's hand.

					 BRUCE
		  I'm gonna need that hand back, Ed.

					 EDWARD
		  What? Ah yes. Of course. I'm sorry.
		  It's just that...you're my idol.
				 (off Stickley)
		  And some people have been trying to
		  keep us apart.

					 BRUCE
		  Mr. Nygma, you'll forgive me for
		  being rude. But what exactly is on
		  your mind?

					 EDWARD
		  Precisely. What's on all our minds?
		  Brainwaves. The future of Wayne
		  Enterprises is Brainwaves!

 It's hard to imagine anyone more awkward. The effect is
 painful. Folks stare, mouths wide.

					 STICKLEY
				 (sotto voce)
		  I really do apologize, Mr. Wayne.
		  His project was terminated this
		  morning...

					 EDWARD
				 (ignoring Stickley)
		  Let me ask you something, Bruce.
		  What is man's greatest tool?

 A few of the WOMEN SNICKER. For a second, Edward's face
 twitches, a crack in the facade.

					 EDWARD
		  Man's greatest tool is...The mind.

20	 Edward gestures to his cubicle. A rat's nest cluttered	 
20
 with components of his Rube Goldberg-like invention.

21						EDWARD						
21
		  Voila. While holographically
		  enhancing any TV picture, my
		  invention connects directly to the
		  viewer's brain, puts the audience
		  inside the show. Think of the
		  entertainment problems we can solve.

					 STICKLEY
		  I can think of a couple problems
		  that need solving right here.

 A few more folks CHUCKLE. Edward looks around. Another
 ripple of anxiety, another quick recovery.

					 EDWARD
		  Why be brutalized by an uncaring
		  world? My RES Box will give Joe Q
		  Public a realm where he is king.
				 (sultry)
		  Not that someone like you would need
		  it. Someone so intelligent. Witty.
		  Charming. But for the lonely, the...

					 STICKLEY
		  Paranoid? The psychotic?

					 EDWARD
				 (didn't miss it)
		  ...The Box can change their lives.
				 (looking around)
		  Our stock coupons will spike.

 Edward turns, actually CLAPS Stickley on the back.

					 EDWARD
		  Hell. Might even bring old Stickley
		  here a few extra bucks. Huh, Fred?

					 STICKLEY
		  Fred?

 Bruce takes off his glasses, rubs his eyes in vague
 disbelief, cleans the lenses.
					 EDWARD
		  Wayne Enterprises will spearhead an
		  entertainment revolution.

 Edward removes his glasses, cleans them in exactly the
 same manner as Bruce.

					 EDWARD
		  I just need a bit of additional
		  funding. For human trials. Let me
		  show you....

 Bruce seems about to speak when suddenly -

22	 THE BATSIGNAL									  
22

 beams bright against the night clouds over Gotham City.

23						BRUCE						 
23
				 (time to move)
		  Maybe some other time..

					 EDWARD
		  I want you to know, we'll be full
		  partners in this, Bruce.
				 (waxing rhapsodic)
		  What talks we'll have, late into the
		  night. Now, I'm not used to business
		  travel, so go easy on me. As for
		  recognition, I'm sure after a time
		  I'll get used to it.
				 (a beat)
		  Look at us. Two of a kind.

 Edward is suddenly aware of dozens of co-workers all
 around him, SNICKERING and WHISPERING.

					 EDWARD
		  Bruce...?

 Bruce's eyes dart again toward the Batsignal.

					 BRUCE
		  Call my secretary, she'll set
		  something up.
				 (turning)
		  Factory looks great, folks.  Keep up
		  the good work.

					 EDWARD
				 (desperate)
		  Wait. You can't go.

					 BRUCE
		  We'll talk some other -

					 EDWARD
				 (sudden rage)
		  No. Don't leave me! My invention! I
		  need you!

 Edward has grabbed Bruce's arm. The room goes dead quiet.
 Bruce's eyes narrow. Then he dislodges gently.

					 BRUCE
		  I'm sorry, Edward. Just feels a bit
		  like mind manipulation. It raises
		  too many question marks.

 Bruce heads off.

					 STICKLEY
		  Alright everyone, back to work.
				 (to Edward)
		  We'll discuss this later.

 Edward stares after Bruce.

					 EDWARD
		  You were supposed to understand and level wth me.

 HOLD on this tiny man, all alone in the labyrinthine
 work-place, eyes darkening now with growing obsession.

					 EDWARD
		  I'll make you understand.

24	 INT.  BRUCE WAYNE's PRIVATE OFFICE					 
24

 Bruce ENTERS.

					 BRUCE
		  Lock.

25	 THE DOOR - CLOSE. LOCKS. Bruce falls into a leather chair.    
25

					 BRUCE
		  Capsule.

26	 Suddenly the chair seat drops, fast, sliding into a		 
26
 transport capsule.

27	 INT.  TRANSPORT TUNNEL								
27

 The capsule shoots through the underground tunnel, lights
 WHIPPING past at near super-sonic speed.

28	 INT.  CAPSULE									  
28

 Speed and time readouts appear on the windscreen beside
 the craggy face of ALFRED PENNYWORTH.

					 BRUCE
		  Alfred...

29						ALFRED						
29
		  I saw the signal, is. All is ready.

30	 INT.  BAT CAVE - COSTUME VAULT						
30

 Alfred watches the capsule arrive.

31	 QUICK CUTS of glove, boot, and cape being donned.		 
31

32	 INT.  BATCAVE									  
32

 FOLLOW Batman's feet as he steps up to the Batmobile.

					 ALFRED
		  I suppose I couldn't convince you to
		  take along a sandwich.

                                                                                                   
BATMAN;
                                                                                      
( T O ALFERD)               
                                                                                      
I'M NOT REALLY HUNGURY BUT THANKS FOR TRYING
                                                                                          
(to the car)
		  Go...     

                                                                                 
The car shoots a whitish-blue light from under it's		 
33
 belly. Hub Caps and detailing glow as The Batmobile zooms
 out of the cave.

34	 INT.  CAVE ACCESS TUBE								 
34

 The car SHOOTS through a series of underground arches.
 The car picks up speed, the blue-white fusion drive going
 blue, then purple, then red. The single bat wing splits
 into two as the car becomes a stealth bullet.

35	 EXT.  WAYNE ESTATE - NIGHT							
35

 The dark car WHIPS through a holograph of  trees that
 masks the entrance to the Batcave, SCREECHING onto...

36	 EXT.  FOREST ROADS - NIGHT							
36

 The car speeds towards Gotham.
                                  
                      ANGLE OUTSIDE THE WINDOW ON							 
37

 The Batsignal, cutting the darkness.
             
                     PULL BACK TO REVEAL

                        INT. SELINA'S APARTMENT--LATER THAT NIGHT


  Selina enters, hanging up her catwoman suit  and calling out.



                          SELINA

            Honey, I'm home.

                   (then)

            Oh, I forgot.  I'm not married, damn you bruce.



  She wearily laughs at her private joke, then takes in her

  '90's quaint, "feminine" apartment -- pink carpet, cute

  linoleum, a neon "HELLO THERE!" on the wall --



  -- a meticulous doll house, a quilt-in-progress, a pretty

  embarrassing assortment of stuffed animals and a Christmas

  tree.



  Through her open window, a feisty, beautiful CAT slinks in.



                          SELINA

            Miss Kitty ... Back from more

            sexual escapades you refuse to

            share ... not that I'd ever pry.

            Drink your dinner.



  She sets out a dish of milk.  Miss Kitty comes over, purring.



                          SELINA

            What did you just purr?  "How can

            anyone be so pathetic?"  Yes, to

            you I seem pathetic.  But I'm a

            crimnal girl, gotta pay the price.

            Maybe if you were chipping in,

            'stead of stepping out ...



  She passes childhood PHOTOS of a younger happier Selina on

  a trampoline, on a horse, on a mountain face ... then

  turns on her answering machine.



  As it plays, she opens her Murphy bed, turns down the

  covers ...



                          MOM'S VOICE

                   (stern)

            Selina dear.  It's your mother.

            Just calling to say hello and to tell you the cops were 
seaching for you. their claim you been missing since winter



                          SELINA

            Yeah right, "but" --



                          MOM'S VOICE

            -- "but" I'm disappointed you're not

            turning in yourself to the cops.  I'm

            looking forward to discussing your

            problem.  To hear just why you

            never came home for chrismas- 

                                         SELINA

           well mom i'm here.  Thank you.



  She fast forwards to:



                          BRUCE WAYNE'S VOICE

            Selina, I know your still alive 
            and If you promise me you stay away from catwoman suit?  
then i'll leave you alone
             plus the cops and fbi were looking for you since winter 
event            

                                        SELINA

                   (scoffs)

           son of bitch .



  As she fast forwards:



                          SELINA

            The party never stops on Selina

            Kyle's answering machine ... Guess

            I should've not let batman win that last

            battle.



  Onto the next message:



                                          THUG2

            Selina! I around up the guys,

            were set at gothem bank ... come on

            selina.  
           
  
           

  Onward.  Miss Kitty compassionately snuggles beside her,

  as:



                          SELINA'S OWN VOICE

            Hi, Selina, this is yourself

            calling.  To remind you, honey,

            that you got your revenge on max shreck but now its the bat 
you want

            back to  useless life if you fail this

            remembered to bring home the Bruce

            Wayne meat, because the man is about to met

            a bigger meaner catwoman with some goons! hahaha  

            

  Selina fires her stun gun at the answering machine, jolt-

  ing it off.  Again, she slaps her forehead with her hand.

  Then goes to her closet, puts her coat back on.  As she

  exits:



                          SELINA

            The suit! were is the suit.

            i can't go out like this where is my suit ... oh there it 
is

          
                 she find the suit as we cut to:                            



                      2 hours later...                    EXT.  PAN-
ASIA TOWN - STREET - NIGHT					
43

 Sweeping spots. Swat teams. Police wagons.

44	 COMMISIONER GORDON, 50s, a man who's seen enough pain		
44
 for a lifetime, stands in his trademark trenchcoat,
 lighting a cigarette.

 Beside him stands a beautiful, professionally dressed
 young woman. DR. CHASE MERIDIAN.

45	 HIGH ABOVE										 
45

 The Batmobile SCREECHES to a stop on a pedestrian bridge.

46	 THE BATSIGNAL is suddenly obscured, flows for a moment	  
46
 into the shape of Batman's cape as the Dark Knight leaps
47	 down past the spotlight, lands face to face with Chase.	 
47

					 CHASE
		  Hot entrance.

 Batman turns, all business as he speaks to Gordon.

					 BATMAN
		  Catwomen?

					 GORDON
		  Two guards dead. she's holding the
		  third hostage. Didn't see this one
		  coming.

					 CHASE
		  We should have, though.

 The men turn to face her.

					 CHASE
		  _Two_ million dollars waiting to be
		  transferred from the _Second_ Bank of
		  Gotham on the _22nd_ How could this so called 
catwomen?
		  catwomen resist?

					 BATMAN
		  And you are?

					 GORDON
		  Batman, I'd like you to meet--

					 CHASE
				 (offering her hand)
		  Chase Meridian

					 GORDON
		  I asked Dr. Meridian to come to
		  Gotham to consult on this case. She
		  specializes...

					 BATMAN
		  ...dual personalities. Abnormal
		  psychology. Washington's poster
		  child for the criminally insane. I
		  read your work.

					 CHASE
		  I'm flattered. Not every girl makes
		  a super-hero's night table.  You
		  might have some interesting insights
		  into catwoman.

					 BATMAN
		  Why's that?

					 CHASE
		  Let's just say I could write a hell
		  of a paper on a grown man who
		  dresses like a flying rodent.

					 BATMAN
		  Bats aren't rodents, Dr. Meridian.

					 CHASE
		  I didn't know that. See? You _are_
		  interesting. And call me Chase. By
		  the way, do you have a first name? Or
		  do I just call you bats?

					 GORDON
		  May I remind you two we have a
		  psychopathic bitch on the loose
		  here?

 A titanic BOOM rocks the night.

48	 SEARCHLIGHTS race up the skeletal skyscraper to REVEAL..	 
48

 A giant CRANE and WRECKING BALL. The wrecking ball
 SMASHES again into the bank building.


                      INT.  - SECOND BANK OF GOTHAM. 22ND FLOOR, NIGHT

                        Thug 1 stares out the window.

					 THUG 1
		  The Bat's taking the bait! What now?

53	 catwoman picks UP her whip.								 
53

54	 FOLLOWING  catwoman AFTER SHE WHIPING ONE OF HER THUGS AFTER HE 
DROP THE BAG OF MONEY,		
54
 slaps it on his wrist. Bad side up.

55	 ANGLE ON - CATWOMAN'S FACE. 	
55

				 CATWOMAN
		  At last, The Bat dies!

 The chains suddenly yank the safe towards the hole in the
 wall. Thug 2 gestures to the Guard on the floor.

					 THUG 2
		  What about him?

					 CATWOMAN
		  Kill him too.

 Thug 2, grinning, draws a GUN from his waistband.

					 GUARD
		  Wait! You said you'd let me go!

					 CATWOMAN
		  Never heard of a double-cross?

56	 A DING from the elevators.							
56

 The Thugs and catwoman all whirl, machine guns coming up,
 open FIRE, armor piercing bullets punching holes in the
 metal doors, shredding anyone inside.

 THE GUARD lays bound on the floor. Suddenly a clamp-ended
 bat-cable drops from above. With a tiny CLICK, the smart-
 clamp hooks onto the Guard's wrist bindings.

57	 ELEVATORS										  
57

 CATWOMAN AND THUGS empty magazines. Re-load.

					 CATWOMAN
		  Come on in, the water's fine.

 All stand watching as the now perforated elevator doors
 slide, jerking, open to reveal...an empty elevator.

 The skylight overhead EXPLODES and, in a rain of glass,
 Batman drops to the floor on a Batrope.

58	 THE GUARD is apparently attached to the Batrope's other	 
58
 end because, as the Caped Crusader comes down, the Guard
 shoots up, hoisted fast to the safe rooftop above.

59	 FIRE DOORS										 
59

 BLOW open. Two SWAT teams burst in, armed for bear.

					 SWAT LEADER
		  Police!  Freeze!

					 CATWOMAN
		  Not the guest list we had in mind.
		  Boys, the party's over.

 catwoman drops a SMOKE GRENADE. Then she leaps directly
 out the hole in the wall. her Thugs take off after her.

60	 EXT.  CONSTRUCTION SITE - NIGHT (CONTINUOUS)			  
60

 The Thugs come leaping through the hole, using the now
 rising safe as a springboard to close the windy gap, roll
 to safety on the construction site next door.  They
 scatter, begin scaling various beams and girders.

61	 INT.  BANK										 
61

 Swat Teams race through the smoke in close pursuit, come
 up short at the edge of the urban precipice. The safe has
 risen too high, now, to serve as a springboard, so the
 cops drop, begin FIRING across the gap. Suddenly...

 A DARK WING explodes out of the smoke behind them, flying
 across the abyss.

62	 INT.  CONSTRUCTION SIGHT							  
62

 A Thug fires at the figure hurling towards him. Batman
 lands on the Thug's chest, smashing him to the floor.

 Suddenly, from above, BULLETS CRACK off the girders
 beside the Caped Crusader's head.

63	 REVERSE ANGLE										
63

 CATWOMAN glides upward, riding the wrecking ball as it
 overtakes the safe, shooting down at Batman.

64	 BATMAN starts scaling the scaffolding after catwoman.		
64
 He's climbing fast but selina has too great a lead.

65	 BATMAN - POV. A motorized gantry is carrying one of the	 
65
 Thugs up to the roof.

66	 Batman FIRES a Batarang. The bat-shaped clamp bites into	
66
 the wooden base of the rising gantry.

 He toggles the launcher into winch mode, is hoisted fast
 towards the rising gantry above.

67	 ON THE GANTRY										
67

 The riding Thug leans down, sees the rising shadow, grabs
 the Batrope in both hands and flips over the gantry.

68	 ON THE BATROPE									  
68

 The Thug slides fast down to kicking range, draws back
 his boot to dispatch Batman.

 Batman hits a switch on his launcher, increasing the
 winch speed, shooting him higher, faster. He grabs the
 Thug's foot in his hand, shoves him up so his head CRACKS
 against the bottom of the gantry. Batman swings the
 unconscious Thug onto a hanging construction hook,
 leaving him dangling in mid-air by his nose ring, hoists
 himself up onto...

69	 THE GANTRY										 
69

 From the scaffolding above, a Thug drops to one end of
 the gantry, nun-chucks spinning madly.

 Behind Batman, another Thug drops INTO FRAME, drawing a
 machine pistol.

 Batman reaches forward, grabs the Thug's spinning nun-
 chuck, stunning his face with the wooden sticks. In a
 single move, Batman spins and lets the weapon fly into
 the pistoled assailant, knocking him flat.

70	 BATMAN - POV. catwoman has reached the chopper.			 
70

71	 INT.  HELICOPTER - NIGHT							  
71

 catwoman climbs into the chopper's cargo bay.

					 CATWOMAN
				 (to the pilot)
		  Let's fly.

72	 EXT.  GANTRY - NIGHT								 
72

 Batman sees the helicopter start to rise, pulling the
 safe overhead along with it.

73	 Batman jumps, drops through the abyss between the two		
73
 buildings, landing on...

74	 A HIGH TENSION WIRE - CLOSE. The wire bends like a bow,	 
74
 shooting Batman like an arrow straight into the air.

75	 Batman grabs the rising chain, slides down it's links so	
75
 he is standing atop the safe.

76	 He FIRES a Batarang into the bank wall, making an anchor,	 
76
 attaches the Bat-cable to the hitch atop the safe.

77	 INT.  HELICOPTER - NIGHT							  
77

 The chopper is straining against Batman's bank-embedded
 tether. catwoman looks down in fury.

					 CATWOMAN
		  The man is taking his job
		  _much too seriously_.

78	 EXT.  TOP OF SAFE - NIGHT							 
78

 Batman palms a compartment on his utility belt and a
 small delivery mechanism SNAPS a tiny acetylene torch
 into his gloved hand.

 A BLUE FLAME ignites. Batman starts to cut the chains.

79	 EXT.  CONSTRUCTION SITE - NIGHT						
79

 Batman's torch slices the last link. Batman reaches up
 and grabs the winch chain, is jerked suddenly upward with
 the now un-tethered chopper as...

80	 THE SAFE											
80


 now freed, swings like a pendulum on it's anchor line,
 arcing straight for the hole in the bank wall from which
 it was originally drawn.

81	 INT.  BANK BUILDING								  
81

 The safe comes flying through the hole, sliding across the
 floor and SLAMMING back into place before the bewildered
 faces of the SWAT team.

82	 INT.  HELICOPTER - NIGHT							  
82

 catwoman stares out the side of the chopper.

					 CATWOMAN
		  That was our money.

 catwoman grabs the controls from the pilot.

					 CATWOMAN
		  He wants to play. Fine, let's play.

83	 catwoman pulls back on the throttle, the chopper shooting	 
83
 straight up into the sky like a rocket.

84	 EXT.  GOTHAM SKY - NIGHT							  
84

 Batman hangs from the chain, trailing the chopper, a wing
 of shadowy quicksilver disappearing into the night.

85	 EXT.  ARKHAM SQUARE - NIGHT - ESTABLISHING				 
85

 Gotham's Times Square. Tall. Narrow. The crawl of bumper-
 to-bumper traffic. Glutted with neon signs and giant
 animated billboards.

86	 The helicopter ROARS into view.  BATMAN hangs on for dear	 
86
 life as the city rushes past.

87	 A SERIES OF SHOTS as street folks look up in wonder.		 
87

88	 SIGN - CLOSE. For Ginsu Knives. A couple of giant hands	 
88
 make fast work of a steak on a smoking barbecue.

 The chopper swings Batman _through_ the ad, falling blades
 just missing him, dragging him through the thick smoke.

 The chopper swings across the square, heading for...

89	 ANOTHER SIGN - CLOSE. This time a tremendous set of		
89
 clacking teeth turn yellow to white each time the cap
 lifts off of a giant tube of toothpaste.

90	 The chopper barrels straight for the opening mouth.		
90

 At the last moment the chopper banks, whipping the
 dangling Batman inside the mouth.

91	 The mouth closes on the Caped Crusader.				  
91

92	 The chopper pulls away, the chain pulling like floss		 
92
 through the closed teeth.

93	 INT.  MOUTH										
93

 Batman, still clutching the chain, is flying towards the
 barricade of closed teeth.

94	 EXT.  ARKHAM SQUARE - MOUTH SIGN						 
94

 Batman SMASHES through the two front teeth.

95	 BATMAN - CLOSE. His face suddenly bathed in an ever		
95
 brightening yellow glow.

96	 INT.  CHOPPER										
96

 CATWOMAN'S POV - THROUGH THE WINDSHIELD

 Dead ahead, another sign. This one is essentially a giant
 neon sun, the Wayne Tech logo burning bright yellows and
 reds over the message Solar: The Power of the Future.

97	catwoman GUNS the chopper's engines.					  
97

					 PILOT
		  selina!!!

98	 EXT.  GOTHAM SKY									
98

 The chopper BLOWS straight through the nova, neon
 EXPLODING like stars in all directions.

99	 INT.  HELICOPTER									
99

 As the Pilot, in the b.g. regains control of the chopper,
 catwoman walks to the hold, looks down through the hatch at
 the dangling chain below. No Batman.

					 CATWOMAN
		  Ah, to finally be rid of that pointy
		  eared, steroid eating, rubber
		  suited, cross dressing, night rat...

100	 THROUGH THE WINDSHIELD								
100

 a familiar blue cape falls down over the plexi-glass.

					 PILOT
		  Uh...boss....

 catwoman spins, draws his machine pistol.

					 PILOT
		  No!

 Too late. CATWOMAN SPRAYS wildly, blowing holes in the
 windshield and Pilot as well.

101	 EXT.  HELICOPTER									 
101

 The cape slips off the windscreen

102	 INT.  HELICOPTER									 
102

 The chopper dives. CATWOMAN staggers towards the pilot's
 chair. He rests free the corpse, regains control.

 A FIST SMASHES through the side window into selina's jaw.

					 BATMAN
		  SELINA! you need help. Give it up.

103	 EXT.  HELICOPTER									 
103

 Batman stands on one of the struts, begins trying to
 climb into the open side of the speeding bird.

					 CATWOMAN
		  Words of wisdom from my ex-boyfriend?

SELINA SLAMS Batman's face with her foot. He goes down.

					 CATWOMAN
		  Mano a Mano a Bato.

 Batman pulls himself back up. Grabs catwoman's foot. Flips
 her to the floor. Drags her half way out of the bird.

                                                                                       
			 BATMAN
		  Surrender.

					 CATWOMAN
		  Ever been to hell, Batman? You'd
		  feel right at home. You took a season
		  of my life. So I'm here to pay you
		  back. There's only one way out of
		  this mess. One of us dies.

					 BATMAN
		                      I won't kill you, selina.

 Batman gets selina by THE throat.

					 CATWOMAN
		  Batman doesn't kill? Bullshit.
				 (epiphinous)
		  You're a killer too, like you killed jack niper and 
penguin

 Somehow selina's words seem to shake Batman a beat. It's
 all the distraction selina needs.  SHE SMASHES Batman
 across the face.

 Batman slips, falls out of sight.

104	 WINDSHIELD - CLOSE. Lady Gotham is coming up fast.		
104

105	 EXT.  HELICOPTER									 
105

 Batman hangs by one hand from the support strut, the bird
 hurling towards the giant statue.

106	 INT.  HELICOPTER									 
106

 SELINA locks "The Club" onto the controls, fixing the
 chopper on it's deadly course.

107	 Batman hoists himself into the chopper through the open	
107
 side in time to see SELINA standing over the cargo hatch.

					 CATWOMAN
		  Goodbye old pal.

 With that catwoman leaps through the cargo hatch.

108	 Batman stares frozen in disbelief as catwoman plummets to	
108
 the dark water below.

109	 Then a sudden flurry of expanding color caught in Lady	 
109
 Gotham's lighthouse beam, and a parachute opens over 
 catwoman, unfolding into a giant Yin-Yang.

110	 BATMAN - POV - The windshield SHATTERS into the statue.	
110

111	 EXT.  HELICOPTER - LADY GOTHAM - NIGHT				  
111

 The helicopter EXPLODES into the left side of Lady
 Gotham's face. A tremendous fireball splits the night.

112	 EXT.  GOTHAM SKY - NIGHT							 
112

 Batman is falling. Still. Eyes closed. Maybe dead.

 FLASHES OF

113	 (OVER) A SCREAM. Two SHOTS. A pair of roses hit pavement.	
113

114	 A BOY runs through a storm, a book clutched in his hands.	
114

115	 A FALL down a narrow stone chute, into a cave.			 
115

116	 A BAT, huge, evil, SCREECHING.						
116

 CATWOMAN'S WORDS (OVER) - "YOU'RE A KILLER TOO."

117	 BATMAN FALLING - CLOSE								
117

 Batman plummets towards the water. His eyes open.

           EXT.  GOTHAM HARBOR (CONTINUOUS)						
118

 Batman SPLASHES into the harbor. Dark. Still.

 Then, a familiar cowl breaks the surface, GASPING for
 breath. Batman stares up at the sky.

119	 PAN UP											 
119

 Lady Gotham's one beautiful face now burns the night.

120	 INT.  WAYNE ENTERPRISES - NIGHT						 
120

 Dark, save the light from a single cubicle.

121	 INT.  EDWARD'S WORK STATION - NIGHT					
121

 Edward sits hunched over his desk, working on his
 invention. Sweat beads his brow, lips MUMBLING furiously.

					 EDWARD
				 (obsessive repetition)
		  Too many questions. Too many
		  questions.

 Edward glances up at the picture of Bruce Wayne.

					 EDWARD
		  I'll show you it works.

					 STICKLEY (O.S.)
		  What the hell is going on here?

 Stickley stands before Edward's cubicle. Not happy.

					 STICKLEY
		  Your project is terminated. I'm
		  calling security.

 Stickley turns to go. Mistake. Edward CRACKS Stickley on
 the head with a coffee pot. Down he goes.

					 EDWARD
		  Caffine'll kill you.

122	 INT.  EDWARD'S CUBICLE - MINUTES LATER				  
122

 Stickley awakens to find himself strapped in a swivel
 chair. Edward is placing an elaborate computerized
 headband over Stickley's head. (OVER) a small TV hooked
 into Edward's contraption runs a fishing show.

					 EDWARD
		  This won't hurt a bit.
				 (musing)
		  At least I don't think it will.

 Edward reaches for a small transceiver fused to the TV.

					 STICKLEY
		  Goddamnit, you press that button
		  and-

123	 Too late. A green beam explodes from the TV screen,		 
123
 engulfing Stickley.

124	 IN THE BEAM - a small holographic representation of the	
124
 fisherman reeling in a prize bass.

125	 STICKLEY - POV - As far as Fred is concerned he's on the	 
125
 shore, the fisherman's catch flapping in his face.

126	 The TV signals begin to waver and tremble.				
126

					 EDWARD
		  Loosing resolution. More power.

 He increases the power toggle. BACKFIRE. A sudden white
 light shoots back into the TV and up, surrounding Ed.

 STICKLEY - CLOSE. His eyes dull, glaze over.

 EDWARD - CLOSE. The effect on him seems to be quite the
 opposite. Invigorating, sexual.

 THE BEAM-FLARES. A tiny nova. Overload. Both men SCREAM.
 All light vanishes.

 EDWARD - CLOSE. His face buried in his hands.

 Edward peers up from his hands.

 Look into his eyes. One thing is sure. Edward Nygma has
 gone power mad, totally insane.

					 EDWARD
				 (game show host)
		  Fred Stickley. Come on down. You're
		  the next contestant on I Want Your
		  Brain.
				 (Wayne-like)
		  Nygma your machine has unexpected
		  side effects. A feed back loop has
		  caused your brain to absorb
		  Stickley's neural energy.
				 (hyper)
		  Stickley, I've had a break-
		  through! And a breakdown? Maybe.
		  Nevertheless. I'm smarter. Hell, I'm
		  a genius. More than a genius.
		  Several geniuses. Genae. Genie.

 Ed rises, BABBLES a dazed Fred's lips with his finger.

					 EDWARD
				 (short order cook)
		  Yo. Charlie. Gimmie an order of
		  brain deep-fry. Extra well done.
		  Hold the neurons.
				 (a scientist)
		  Patient exhibits symptoms of psycho
		  neural overload. Notation: obviously
		  higher settings can be dangerous to
		  the subject.
				 (pacing)
		  Riddle me this, Fred. What is
		  everything to someone and nothing to
		  everyone else? Your mind of course.
		  And now mine pumps with the power of
		  yours.
				 (urban)
		  New from Brain-bok. Da pump. Think
		  faster. Reason higher. Out-cog-nate
		  every homey on the court of life. Da
		  pump. Yeah.
				 (Shakespearian)
		  Ho! Mark. I sense an odd penchant
		  for the anagramatic. The acrostic.
		  The crypto-graphic. What doth this
		  bode? Answer me Marcutio, you little
		  runt.

				 (gourmet)
		  Fred, I must confess you were a
		  wonderful appetizer. Simply divine.
		  But now I yearn for a meal of
		  substance. The main course. A wide
		  and varied palette. Ah, to taste the
		  mind of a hero. A nobleman. A poet.
				 (Groucho)
		  A chick in a short skirt wouldn't be
		  so bad either.


					 STICKLEY
		  ...Fired...your fired...your fired.
		  You understand?! Fired!!

					 EDWARD
		  I don't think so.

 Edward savagely sends Stickley careening across the slick
 floor still strapped to the swivel chair.

127	 Stickley heads straight for the huge round window.		
127

128	 Edward seems like he has regrets as he dashes after		 
128
 Stickley. The chair...

129	 SMASHES THROUGH THE ROUND WINDOW						
129

 It teeters on the edge of the building, dam and RUSHING
 water below. Stickley is being held on the precipice by
 the long wire attached to his headband. It is really only
 this that Edward came to save.

130						EDWARD						
130
		  Fred. Babe. _You_ are fired. Or should
		  I say Terminated!

 He yanks the invention from Stickley's head and he
 crashes below to certain death. Ed races back to...

131	 EDWARD'S CUBICLE									 
131

					 EDWARD
		  Question marks, Mr. Wayne?

 He stands staring at the picture of Bruce Wayne.

					 EDWARD
		  My work raises too many question
		  marks?

 In a frenzy, Edward begins tearing up the magazines lying
 on his desk, ripping out individual words, pasting them
 quickly onto a blank piece of paper.


					 EDWARD
		  Two years. 3.5762 percent of my
		  estimated lifespan toiling for your
		  greater glory and profit.

 He SMASHES the framed GQ cover of Bruce on the floor.

					 EDWARD
		  Well, let me ask you some questions,
		  Mr. Smarter Than Thou. Why are you
		  so debonair? Successful? Richer than
		  God? Why should you have it all and
		  not me? Yes, you're right, there are
		  too many questions, Bruce Wayne.

 Edward STOMPS on the picture, pulverizing the glass.

					 EDWARD
		  Like why hasn't anybody put you in
		  your place? And it's time you came
		  up with some answers. Starting right
		  now!

 A SERIES OF IMAGES-

132	 (OVER) A SCREAM. SHOTS. Roses fall to the pavement.		 
132

133	 A YOUNG BOY stands staring into a parlor where two		
133
 coffins rest. Thomas and Martha Wayne. Dead leaves whip
 through the hallway.

134	 SMALL HANDS touch a leather bound book. Suddenly the		
134
 pages are splattered with blood. Wind blows out two
 flickering candles.

135	 THE BOY runs through a dark, stormy night, the book		 
135
 clutched in his hands. He slips. A sinkhole.

136	 A FALL down a narrow chute. The boy lands in a dark cave.	
136

137	 A GIANT MONARCH BAT, fangs bared, SCREECHES towards us.	
137

					 CATWOMAN'S (V.O.)
		  You're a killer too.

138	 INT.  WAYNE MANOR - BRUCE'S BEDROOM - MORNING			
138

 In his bed, Bruce wakes, trying to blink away the images.
 Alfred draws the curtains, welcoming rich autumn sun.

					 ALFRED
		  The dreams again, sir?

					 BRUCE
		  I think they're getting worse.

					 ALFRED
		  It's a wonder you sleep at all.

 As Bruce sits up, Alfred notices a fresh set of bruises.

					 ALFRED
		  What a marvelous shade of purple.

 Bruce shoots him a look.

					 ALFRED
		  Really, sir, if you insist on trying
		  to get yourself killed each night.

 Alfred picks up Bruce's carelessly-tossed Batsuit from
 the floor. Ripped, dented, punctured.

					 ALFRED
		  ...Would it be a terrible imposition
		  to ask you to take better care of
		  your equipment?

					 BRUCE
		  Then you'd have nothing to complain
		  about.

					 ALFRED
		  Hardly a worry, sir.

 Alfred brings a robe, holds it out for Bruce.

					 ALFRED
		  Commissioner Gordon phoned. There's
		  been an accident at Wayne
		  Enterprises.

139	 INT.  - WAYNE ENTERPRISES - MORNING					
139

 As the window is replaced in b.g., Edward Nygma stands
 SOBBING before the head of personnel. With augmented
 brain power apparently comes augmented acting talent.

					 EDWARD
				 (inconsolable)
		  Why? Oh, why? I can't believe it.
		  Two years. Working in the same
		  office. Shoulder to shoulder, cheek
		  to cheek, ---we're talking face, by
		  the way---and then this.
				 (handing her a note)
		  I found this in my cubicle. You'll
		  find the handwriting matches his
		  exactly as does sentence structure
		  and spelling.

				 (suddenly sobbing again)
		  I couldn't possibly continue on
		  here. The memories. I'll just get my
		  things.

140	 ANOTHER ANGLE									  
140

 Edward slips out a side door, quickly avoiding Bruce and
 Gordon as they walk towards Bruce's office.

					 GORDON
		  We've questioned everyone who worked
		  on the floor. Computer records show
		  no one going in or out after
		  Stickley.

					 BRUCE
		  Computer records can be forged.
		  I'll have my people pull up --

 A cop hands Gordon the forged note.

					 GORDON
		  Suicide. With all due respect, leave
		  the police work to us. We'll be in
		  touch.

 As the Commissioner exits, Bruce heads into his office,
 followed by his secretary, MARGARET.

141	 INT.  BRUCE'S OFFICE (CONTINUOUS)					  
141

					 MARGARET
		  The society matrons of Gotham have
		  called a record thirty-two times.
		  Not to mention the press. I think
		  that if they don't know soon who you
		  plan to take to the charity circus,
		  the world will most surely come to
		  an end.

 Bruce notices an envelope on his desk.

					 BRUCE
		  What's this?

					 MARGARET
		  I don't know. I didn't see anyone...

					 BRUCE
		  No postmark. No stamp.

 Bruce opens the envelope.

142	 LETTER - CLOSE. A photo of Bruce. Below: letters cut from	
142
 newspapers and magazines read:

	 (RIDDLE#1) (to be written)
			 signed -The Riddler

143	 Bruce raises an eyebrow.							 
143

					 BRUCE
		  The Riddler? Why can't anyone in
		  this town have a normal name?

 Phone RINGS. Bruce hits a switch and a desk video-phone
 lights into life. Alfred.

					 ALFRED
		  Channel 12, sir.

 Bruce presses a button and Alfred's image shrinks to a
 small box in the corner, superimposed atop a TV picture.

144	 ON SCREEN -										 
144

 A talk show in progress. A radiant black host: VONDELLE
 MILLIONS talks to a panel of experts.

					 VONDELLE
		  --joined us, we're talking about the
		  mutilation of Lady Gotham, caused
		  late last night by Batman-

145						BRUCE						 
145
		  _Excuse_ me?!

					 VONDELLE
		  -- will take up to nine months to
		  repair. Today's topic: Batman-crime-
		  fighter or criminal?

					 BATMAN
		  How 'bout CATWOMAN? Anyone here
		  heard of HER?

 The shot WIDENS to reveal the panel.

146	 ON SCREEN - Our first expert: DR. JANISLAUS ROYCE.		
146

					 ROYCE
		  Batman is a major cause of crime in
		  Gotham. So-called super-villains
		  seek him out hoping to prove
		  themselves in violent conflict.
		  Batman does not deter crime, he
		  invites it.

					 VONDELLE
		  I'm sure our audience objects to
		  your gender bias. Batperson.

 The second expert PIPES in, DR. DAVID AIMS.

					 AIMS
		  What is the Dark Knight's credo?
		  Batman does not kill? What of those
		  slain during his fight with Jack
		  Napier aka Joker? Or in his
		  Christmas conflict with the orphan
		  Cobblepot? Batman belongs behind
		  bars, not his morally disadvantaged
		  victims.

					 CHASE (O.S.)

		  Bull shit!

147	 WIDER											
147

 Chase sits at the end of the panel.

					 VONDELLE
		  What did you say?

					 CHASE
		  Which part of the word didn't you
		  understand?

148	 Watching, Bruce sits a little straighter, more hopeful.	
148

					 BRUCE
		  I could like this woman.

149						CHASE						 
149
		  Batman is a _reaction_ to the crime in
		  this city, not a creator of it!
		  Without him many more would be dead.
		  Batman is a true hero...

					 VONDELLE
		  Hey, Doc, got the hots for Batman?

 HOOTS and HOLLERS from the audience.

 CHASE - CLOSE. Busted.

150	 On screen, a graphic: BATMAN: CRIMEFIGHTER OR CRIMINAL?	
150

					 VONDELLE
		  What do you think? Call us at...

 A HAND reaches up and SNAPS off the TV. The screen goes
 black to reveal a reflection in the glass: catwoman.

 PULL BACK TO REVEAL

 INT.  SELINA'S APARTMENT - DAY

 SELINA turns away, disgusted.

					 SELINA
		  Batman, Batman, Batman. God, we want
		  that man's blood on our hands.

151	 WIDER											
151

 					 THUG1
		  Oh you are most obscene, my
		  frightful grotesque.

 Another set of arms entwine CATWOMAN.

					THUG2
		  Don't listen to HIM. You're in every
		  MAN's dream.

					THUG1
		  Waste Dorothy and Toto here, you and
		  me can get down to business.

 SELINA SLAPS THUG1, hard.

					 THUG1
		  OUCH! WHAT WAS THAT FOR 

					 SELINA
		  FOR BEING STUPID.
					 THUG2
				 (shankin his head)
		  Sad.

 SHe turns now to thug2, caresses HIS face gently.

 
152	 EXT.  WAYNE MANOR - NIGHT							
152

 Edward peddles a bicycle down a service road towards
 Wayne Manor, an envelope jutting from his shirt pocket

                     153	 INT.  BATCAVE - NIGHT								 
153

 Alfred stands over a cage of bats. A hand-held scanner
 producing distance readings.

 Bruce sits before his Master Console.

					 BRUCE
		  How's the sonar coming, Alfred?

					 ALFRED
		  A few hitches sir, but I'm confident
		  we'll have a prototype in no time.

					 BRUCE
		  It'll never work.

					 ALFRED
		  I believe you said the same thing
		  about the Batmobile.

 (OVER) a doorbell RINGS. Alfred disappears upstairs.

154	 BRUCE - OVER THE SHOULDER							
154

 Bruce works a keyboard, manipulating the images on
 various screens.

155	 SCREEN ONE - Replays the CNN story on catwoman			 
155

156	 SCREEN TWO - Replays the Vondelle Williams show.		  
156

157	 SCREEN THREE - Runs news footage of Chase.				
157

158	 As Alfred returns, Bruce splits the Chase screen, a list	 
158
 of psychiatric texts scrolling beside her portrait.

					 ALFRED
		  Scholarly research?

					 BRUCE
		  She has an excellent mind.

					 ALFRED
		  If I misinterpreted your interest in
		  the lady, I humbly apologize--

					 BRUCE
		  I wonder if she'd go out with me.

					 ALFRED
		  Apology hastily retracted.

 Bruce freezes the image of Vondelle Williams over the
 familiar graphic: Batman: Crimefighter or Criminal?

					 BRUCE
		  They don't understand. They think I
		  became Batman to fight crime.

 Bruce leans back, closes his eyes, his past never far.

					 BRUCE
		  Do you remember the night I fell
		  into that cave and the bat chased
		  me?

					 ALFRED
		  Your parents' wake. Rain fell like
		  tears.

					 BRUCE
		  ...The night Batman was born.
				 (a beat)
		  What was I doing in the fields that
		  night, Alfred? What sent me running
		  out into that storm? I keep dreaming
		  about it but I just can't remember.

					 ALFRED
		  I don't know, sir. Your dear
		  parents.  Suddenly gone. So much
		  loss...

					 BRUCE
		  I remember the bat, though. His
		  scream. Those eyes. i was sure the
		  fear would kill me.
				 (a beat)
		  In time I came to believe that if I
		  became a monster, that if I was
		  feared, I wouldn't be scared
		  anymore. I was wrong.
				 (off the screen)
		  They think I became Batman to fight
		  crime. I became Batman to fight the
		  fear. And instead I became the fear.

 Alfred hands him an envelope.

					 ALFRED
		  Perhaps it's time you paid a bit
		  more attention to Bruce Wayne. There
		  was no one at the door, just this.

 Within, (RIDDLE #2). His expression darkens.

159	 EXT.  UGLY TENEMENT - BAD NEIGHBORHOOD - NIGHT			 
159

 (OVER) SOUNDS OF POUNDING

160	 INT.  HALLWAY OUTSIDE EDWARD'S APARTMENT - NIGHT		  
160

 The source of the POUNDING -- MRS. LUCERTOLA, Ed's
 middle-aged, no-bullshit landlady.

					 MRS. LUCERTOLA
		  Ya wanna cough up your rent, or do I
		  post an eviction notice?

 Locks TURN. The door opens a crack. Edward peeks out.


					 EDWARD
		  Mrs. Lucertola. What a surprise.
		  Come in. I was just sitting down to
		  write the check.

161	 INT.  EDWARD'S APARTMENT - NIGHT						
161

 Mrs. Lucertola barges inside -- then stops, aghast.

 HER POV-

 Five people might live here. Sports magazines. Stock
 market tickers. Half completed paintings and sculptures.
 Blueprints. In the corner an old circus booth containing
 a manikin of the green-clad, can wielding Guesser.

					 MRS. LUCERTOLA
		  What is it exactly that you do, Mr.
		  Nygma?

					 EDWARD
		  My dear Ms. Lucertola. Italian,
		  isn't it? For lizard. How fitting. I
		  think the question better asked:
		  what is it that I don't do?

 Ed guides Mrs. Lucertola to a sofa before the TV.

					 EDWARD
		  Most recently I have devised a way
		  to change the destiny of mankind and
		  the world as we know it, all in my
		  favor of course.

					 MRS. LUCERTOLA
		  The rent Nygma!!!

					 EDWARD
		  Might I persuade you to take a seat
		  on this couch? To indulge me in a
		  little experiment?

 He shoves her down.

					 MRS. LUCERTOLA
		  Hey, I got no time for-

 Edward clamps a new, streamlined headband on her head.

					 EDWARD
		  Showtime.

 He clicks on the TV. An evening soap.

					 MRS. LUCERTOLA
		  My favorite story.

 Atop the TV rests a small box. The next generation of his
 Remote Encephalographic Stimulator.

					 EDWARD
		  Yes. TV. Balm to the minds of the
		  masses. The great deadener. If only
		  it were more lively. But wait. I can
		  help.

 He hits a switch on the Box and the familiar beam engulfs
 his landlady, the holographic image of the screen's
 kissing couple now hovering in mid-air before her.

					 MRS. LUCERTOLA
		  Oh my lord.

					 EDWARD
		  Not quite. But I'm getting there.

162	 MRS. LUCERTOLA - POV - She might as well be sitting on the    
162
 foot of the bed as the two lovers' embrace heats up.

 Edward waves his hand in front of her eyes. Nothing. The
 same dazed expression that Stickley wore.

					 EDWARD
		  Now this is much better. No pain.
		  Just a little holographic TV to keep
		  your mind off the fact...

 Edward PLANTS an ELECTRODE on his forehead.

					 EDWARD
		  ...That I'm taking your mind.
				 (professional)
		  Not your thoughts, mind you. Just
		  your neural energy, simply sucking
		  some IQ points as it were.

 A GREEN-BLUE aura forms around Edward's head.

					 EDWARD
				 (announcer)
		  His intelligence jumps. Ms. Lizard
		  don't know it. The crowd goes wild.
				 (CEO)
		  Boys, I want one of these babies in
		  every home.
				 (Clinton)
		  It's the new information super
		  highway and, pay attention now kids.
		  I'm the on ramp.
				 (ad-man)
		  From their brains to the TV to my
		  brain, with no commercial
		  interruptions!
				 (announcer)
		  There are seven million brains in
		  the Naked City...
				 (menacing)
		  ...and they're all mine!

163	 EXT.  MUNICIPAL POLICE COMPLEX - DAY					 
163

 Gothic. Active. Bruce enters the complex.

164	 INT.  POLICE COMPLEX - CHASE'S OFFICE					
164

 Comfortable. Well appointed. Degrees on the walls.

 Chase opens her door to Bruce Wayne.

					 CHASE
		  Mr. Wayne. Chase Meridian.

 The sparks he felt from her as Batman don't fly.

					 CHASE
		  How can I help you, Mr. Wayne?

					 BRUCE
		  Somebody's been sending me love
		  letters. Commissioner Gordon thought
		  you might give me your expert
		  opinion.

 Chase spread the `Riddler' letters before her. Bruce
 TAPS his fingers absentmindedly as he watches her read.

					 CHASE
		  Psychiatrists make you nervous?

					 BRUCE
		  Just ones this beautiful.

					 CHASE
		  The infamous Wayne charm. Does it
		  ever shut off?

					 BRUCE
		  On occasion. Usually at night.

 Bruce stops tapping, examines books on aberrant behavior.
 The Dark Side. Turns a tiny wicker doll over in his hand.

					 BRUCE
		  Still play with dolls, Doctor?

					 CHASE
		  She's a Malaysian dream warden. She
		  stands sentry while you sleep and
		  calms your dreams.
				 (off Bruce's expressions)
		  Need one?

					 BRUCE
		  Me? No. Only things that need
		  calming in my dreams are the
		  Rockettes.

 Chase holds his eyes a beat. Not buying. But she lets it
 go, looks back over the letters.

					 CHASE
		  My opinion. This letter writer is a
		  total wacko.

					 BRUCE
		  Wacko? That a technical term?

					 CHASE
		  Patient apparently suffers from
		  acute obsessional syndrome with
		  potential homicidal styles. Work
		  better for you?

					 BRUCE
		  So what you're saying, this guy's a
		  total wacko, right?

					 CHASE
				 (a slight smile)
		  Exactly.

 He notices batman research on her desk.  Spots a framed
 print hanging on the wall. A bat.

					 BRUCE
		  You have a thing for bats?

 Chase follows his gaze.

					 CHASE
		  That's a rorschach, Mr. Wayne.
		  People see what they want to.

 Bruce looks back up. In fact, just an ink blot. Only he
 saw a bat within it's bleeding lines.

					 CHASE
		  I think the question would be, do
		  you have a thing for bats?

					 BRUCE
		  So, this Riddler, he's dangerous?

					 CHASE
		  What do you know about obsession?

					 BRUCE
		  Not much.

					 CHASE

		  Obsession is born of fear. Recall a
		  moment of great terror in your life.
		  Say you associate that moment
		  with...
				 (random)
		  ...a bat. The bat's image becomes a
		  cancer of the mind, grows more real
		  than your daily life. Can you
		  imagine something like that?

					 BRUCE
		  It's a stretch but I'll manage.

					 CHASE
		  The letter writer is obsessed with
		  you. His only escape may be...

					 BRUCE
		  To kill me.

					 CHASE
		  You understand obsession better than
		  you let on.

					 BRUCE
		  No insights here, doc. Just trying
		  to get comfortable on your couch.
				 (checking his watch)
		  Oops. Times up.

					 CHASE
		  That's usually my line.

					 BRUCE
		  Look, I'd love to keep chatting-

					 CHASE
		  Would you? I'm not so sure.

					 BRUCE
		  But I'm going to have to get you out
		  of those clothes.

					 CHASE
		  Excuse me.

					 BRUCE
		  And into a black dress.

 Bruce throws her startled expression his best smile.

					 BRUCE
		  Tell me, Doctor, do you like the
		  circus?

 Despite herself, Chase smiles back.

165	 A SIGN - CLOSE - Gotham Hospital Charity Circus.

 WIDER

166	 EXT.  HIPPODROME - NIGHT							 
166

 Immense. On the lapping edge of Gotham Harbor.

 Searchlights sweep the sky. FLAGS flutter on the
 Hippodrome's oval roof, Limos spill Gotham's finest. The
 night of the season.

              INT.  CENTER RING									
167

 THE FLYING AFRICAN GRAYSONS -- Mother, Father, and two sons all
 wearing colorful red and green outfits with yellow cape-
 -- race out to greet the crowd. They discard their capes,
 cartwheel to four guywires.

					 RINGMASTER
		  Ladies and gentlemen. Seventy feet
		  above the ground, performing feats
		  of aerial skill without a net all the way from africa, 
the
		  Flying Graysons!

 The lights dim. Spots follow each Grayson as hoist cables
 whisk them up to the trapezes and high wire.

168	 ON THE TRAPEZE									 
168

 Dad and Chris Grayson hang by their knees, upside down on
 opposite trapezes.

169	 Mom jumps to Chris' hands, hangs in mid-air. Chris swings	
169
 back and forth, building momentum, then sends her to Dad
 in a poetic double somersault.

170	 BELOW											
170

 The Hippodrome is packed solid.

171	 VIP SECTION										 
171

 Bruce and Chase in evening finery take their seats amidst
 a barrage of flashing photographers. The Gotham Society
 matrons crowd for a photo op.

					 CHASE
				 (off the flashes)
		  I'm surprised you aren't blind by
		  now.

					 BRUCE
				 (as if he were)
		  I'm sorry. Who are you?

 Chase smiles. The Press and Matrons disappear.

					 BRUCE
		  Now we can just sit back and watch
		  the show like normal folks.

					 RINGMASTER (OVER)
		  Tonight's benefit has raised
		  $375,000 for Gotham Children's
		  Hospital. Let's thank our largest
		  single donor: Bruce Wayne.

 SPOTLIGHT finds Bruce and Chase. WILD APPLAUSE.

					 CHASE
				 (through her smile)
		  Like normal folks.

					 BRUCE
				 (deadpan)
		  What? This isn't normal?

172						RINGMASTER					 
172
		  And now Richard, the youngest Flying
		  Grayson, will perform The _Quadruple_
		  Flying Somersault!

173	 DICK GRAYSON, handsome african, only happy when he is in 
flight,	 
173
 jumps to his father's hands, hangs in air.

174	 DICK'S POV - The world flips, dizzying, four times.		 
174

175	 Chris catches Dick's hands. Shaky. One hand slips free.	
175
 The Crowd GASPS. Dick dangles for an instant.

176	 Chris hoists Dick to safety. An uproarious OVATION!		 
176

177	 CHASE watches Bruce. He's riveted, eyes like a child's.	
177

					 BRUCE
		  That kid is amazing.

					 CHASE
		  I don't get you Bruce Wayne.

					 BRUCE
		  Me? I'm easy. Especially after a
		  couple of martinis.

					 CHASE
		  The glib, cavalier routine, it
		  really is an act, isn't it?

					 BRUCE
		  Don't believe it. I'm just skin
		  deep.

 But he holds her eyes and in the smile that passes
 between them, sweet electricity. Maybe something more.

178	 THE RINGMASTER stands watching the Graysons feats of		
178
 aerial wonder. Something catches his eye.

179	 A GLOVED HAND extends through the curtain leading		 
179
 backstage, beckons him with a single finger.

180	 THE RINGMASTER - CLOSE. Puzzled. Steps out of the ring.	
180

181	 BACK TO BRUCE AND CHASE							  
181

					 BRUCE
		  Look, I'm rock climbing Sunday. How
		  about coming along?

					 CHASE
		  Bruce, much to my surprise, you seem
		  like a really great guy...

					 BRUCE
		  But...

					 CHASE
		  Well, I met someone...

					 BRUCE
		  Fast work. You just moved here.

					 CHASE
		  You could say he kind of dropped out
		  of the sky and bang-. I think he
		  felt it too.

					 BRUCE
		  He sure did.

					 CHASE
		  What?

					 BRUCE
				 (awkward)
		  I said I'm sure he did.

 Bruce looks towards...

182	 CENTER RING										 
182

 A TINY CAR, horn HONKING away, ROARS into the middle ring
 and begins dislodging clowns, all tumbling out of the
 cars and over each other.

183	 A new Ringmaster steps into the arena. selina, she does 	not 
have her suit.	  
183

					 SELINA
		  Ladies and gentlemen, and I do use
		  the term loosely, your attentions
		  please. Tonight, a new act for your

		  amusement. We call it Massacre Under
		  the Big Top.

184	 her thugs slip out of their clown costumes and seal every	
184
 exit.

185	 They pull machine guns and start SHOOTING over the		
185
 audience's heads. PANIC. SCREAMS.

186												
186                                                                                                                   
SELINA    
		  People, people. Show some grace
		  under pressure. A little decorum,
		  please.
				 (into his mike)
		  _SHUT UP_!!!

187	 More machine gun BURSTS as Thugs move into sentry		 
187
 positions at each section of bleachers. Folks quiet.

188						SELINA						
188
		  If we may direct your attention...

189/90                A Thug trains a spot on a crate hung in the 
rafters.	
189/90

191						SELINA						
191
		  Inside that wooden box: two hundred
		  sticks of TNT.
				 (showing a box)
		  In our hand: a radio detonator.

 selina presses a button.

192	 DETONATOR - CLOSE. A digital countdown. 3:00. 2:59. 2:58...   
192


193						SELINA						
193
		  You have three minutes.

194					HARVEY DENT					  
194
		  What the hell do you want?

195						SELINA						
195
		  Want, Mr. dent? Just one little
		  thing. Batman. Bruised. Broken.
		  Bleeding. In a word: dead.

 SELINA LOOKS UP AT GRAYSNS THEN TO THE CROWRD

					 SELINA
		  Who do we have assembled before us?
		  Gotham's finest. Rich, Influential.
		  Smart. One of you must know who
		  Batman is. Hell, i know who batman is.
		  

 selina spins,then sees bruce with chase.

					 SELINA
		  I  know who is batman and he is this building
                                                          and my freind 
(shoots a look at bruce) if you dont stand up and confence
                                                         then this 
building will go boom tonight and You have
		  three ---well just under three---
		  minutes.      

196	 BRUCE, his eyes riveted on the bomb. No secret is worth	
196
 innocent lives. He stands.

 Chase, misunderstanding, tries to pull Bruce back down.

 WIDER

 Suddenly everyone jumps up, SHOUT and SCREAM, point
 towards the rafters.

197	 REVERSE ANGLE									  
197

 The Graysons scale the scaffolding, heading for the bomb.

					 SELINA
		  Boys! Move, move, move!
				 (a beat)
		  Cannot get good help these days.

198	 Any Thugs not standing sentry fan out, speed up guywires.	
198

199						CHRIS						 
199
				 (to Dick)
		  Go! We'll hold them off a'ight man!

 Mom, Dad and Chris swing from trapeze to guywire to
 platform, trying to delay the Thugs who are actually
 well-trained gymnasts.

200	 Dick launches himself from trapeze to trapeze, bounces	 
200
 off the high wire, grabs a catwalk and hoists himself up.

201	 Bruce uses the distraction to hop the rail, race through	 
201
 the SCREAMING CROWD.

202	 THE TIME - CLOSE. 1:03. 1:02. 1:01.					
202

203	 ON THE TRAPEZE									 
203

204	 A Thug grabs Dad Grayson by the leg. Dad manages a jump	
204
 to another trapeze.

205	 Mom's not so lucky. A Thug punches her off the uppermost	 
205
 platform. She falls in mid-air.

206	 FOLKS in the audience SCREAM.						 
206

207	 BRUCE moves fast towards one of the sentry Thugs.		 
207

208	 MOM snags a wildly swinging trapeze with one leg, wraps	
208
 her ankle around a rope, hanging over the floor.

209	 A THUG points to the Time Clock  0:45. 0:44. 0:43.		
209

210	 THE THUGS quit the fight, slide down ropes and guywires.	 
210

211	 DAD AND CHRIS form a human chain to reach Mom. Dad		
211
 anchors Chris who swings out towards Mom. Mom swings her
 trapeze to gather momentum.

212	 IN THE RAFTERS									 
212

 Dick has reached the Bomb. Begins un-lashing the crate.

213	 ON THE CIRCUS FLOOR								 
213

 The Thugs begin to pour through the trap door. A few
 thrill-seekers fire their MACHINE GUNS over the crowd.

214	 THE TIMER - CLOSE. 0:15. 0:14. 0:13.					 
214

215	 DICK scales a service ladder, vies with a roof hatch.	  
215

216	 TRAPEZE - CLOSE									
216

 Dan and Chris make their final swing. Mom lets go and
 sails gloriously towards Chris. Below them, no net.

217	 BRUCE taps the watching Thug on the shoulder. He spins.	
217

					 BRUCE
		  Show's over.

 A punch and the guy is out. Bruce starts for Selina.
 Another Thug springs up before him, blocking his way.

218	 SELINA stares up at the dangling Graysons. SHe reaches	
218
 into her pocket. and reches out a tear gas grenade

					 SELINA
		  Day in, day out, it always comes
		  down to the same old question.
		  Life...
				 (throws the grenade)
		  Or death.

it hits the  audience seats and smoke takes everybody .

					 SELINA
		  my kinda day.

219	 BRUCE fells the other Thug. Starts to sprint across the	
219
 ring towards selina.

220	 AT THE ROOF										 
220

 Dick shoves the hatch open, climbs out.

221	 TIMER - CLOSE. 0:10. 0:09. 0:08.						
221

222	 MOM spots the pointing gun far below. She SCREAMS.		
222

223	 BRUCE races for the aiming Selina. Almost there.		
223
 Another Thug hits him broadside, knocking him flat.

224	 SELINA FIRES. Twice, the first bullet cutting, the		
224
225	 second severing the rope that holds the Graysons.		 
225

					 SELINA
		  Never did like the circus. Too many
		  freaks.

226/27   selna disappears down the tunnel. Bruce struggles	
226/27
 to his feet. A CHARGE blows inside the escape hatch,
 filling the access-way with fire. No way out.

228	 CLOCK - CLOSE. 0:07. 0:06.							 
228

229	 EXT.  HIPPODROME ROOF - CONTINUOUS - NIGHT				
229

 Dick scrambles onto the roof, begins whipping the bomb
 rope like a sling.

230	 INT.  HIPPODROME - CONTINUOUS - NIGHT					 
230

 CLOCK - CLOSE. 0:05. 0:04. 0:03.

231	 EXT.  HIPPODROME ROOF - CONTINUOUS - NIGHT				
231

 Dick let's fly, the bomb soaring out towards the harbor.

232	 THE BOMB hits the water. Sinks. A beat. The night is		
232
 split by a funneling EXPLOSION.

233	 INT.  HIPPODROME - NIGHT							 
233

 Dick swings excitedly down onto the catwalk. He freezes
 at the rail.

					 DICK
		  No!!!!

 DICK - CLOSE. On his face, his life's end.

234	 DICK'S POV -- STRAIGHT DOWN							
234

 The dead bodies of his mother, father and brother. Bruce
 Wayne stands over them, looking up at the boy.

235	 BRUCE - CLOSE. His face a tragic echo of Dick's pain.	  
235

236	 EXT.  - WAYNE MANOR - NEXT AFTERNOON					 
236

 A police car heads towards the manor. Dick Grayson, pack
 on his back, winds his motorcycle behind the cruiser.

 Bruce comes out to greet Gordon. Dick, slightly
 awestruck, dismounts, wanders into the house.

					 GORDON
		  It's good of you to take him in.
		  He's been filling out forms all day.
		  He hasn't even eaten.

 Bruce nods, watches Gordon drive off. Heads into...

237	 INT.  WAYNE MANOR FOYER - LATE DAY					 
237

 As Bruce ENTERS through the open door, Alfred arrives
 from the other direction.

					 ALFRED
		  Welcome, Master Grayson. I'm Alfred.

					 DICK
		  man this dope!Al?

					 ALFRED
				 (mouthing)
		  dope?

					 DICK
				 (to Bruce)
		  dope means cool, tight you know what i'm saying G?

					 BRUCE
		  no! i don't know what your saying.
				 (across the foyer)
		  Alfred! show richard his room.

					 ALFRED
		  yes! master bruce.

					 BRUCE
		  Take any any thing from the kitchen you like. 
		

But Dick isn't listening, stares instead over		  

 Bruce's shoulder as Gordon's cruiser disappears out of
 sight.

					 DICK
		  man. I'm outta here.

					 BRUCE
		  Excuse me.

					 DICK
		 yo man! I figure telling the cops I'd stay
		  for a bit and go move to the hood with
		my cousins and thanks for meeting you guys 
		  peace out,  See ya.

 Dick heads toward the door. Alfred slips away.

					 BRUCE
		  Where will you go? The hood is
		  halfway to gothem by now.

					 DICK
		  I going to the hood, you got that partner
		 then I'm going to get a fix on bitch catwoman
		   Then I'm going to kill her.
		  

					 BRUCE
		  Listen, Dick. Killing catwoman won't
		  take the pain away. It'll make it
		  worse.

					 DICK
		  Look, i don't need your bull shit,okay.
		  You're just some rich guy who is
		  trying to do a good deed. You don't
		  even know me fool.

 Bruce stares beyond Dick, into his own past.

					 BRUCE
		  It's not just the sadness. Is it?
		  The shame is worse. Feeling like
		  somehow you should have saved them.

 Dick is looking at Bruce now.

					 BRUCE
		  You're right. I don't know you. But
		  I'm like you.

 Just then Alfred returns with a tray. Rare London broil.
 Baby potatoes. Fresh greens. An aromatic feast.

					 ALFRED
		  Oh, is the young master leaving?
		  Pity. I'll just toss this away then.
		  Perhaps the dogs are hungry -

 Alfred turns, heads up the stairs.

					 ALFRED
		  I'll set this up in the guest suite.
		  Just in case.

 Dick follows, led by his nose.

 Bruce smiles, nods slowly

                 INT. THE MAYOR OFFICE--NIGHT



  harvey spins to the Mayor.  A Digital wall clock pings to

  7:55.



                                                            HARVEY DENT

            man! this was not right what happen at the circus 

            embarrassment I'd like to call it

            we need to get a better swat team and replace gordon.

            
  The Mayor coughs into a response that must have sounded

  better during its bathroom mirror practice.  harvey

  confidently rises.



                          MAYOR

            harvey, my friend, you're the

            pillar of this community.  Pillar.

           replace gordon is something i'll never do

           and i know your a little shock

            what happen at the circus but we need 

             think of.....               



                          HARVEY DENT

            Your point?



                          MAYOR

            I've got to refuse permission on

           replacing gordon and all that is bull shit.

            Those environmentalists have

            really been on my back.  I just...

            I'm so sorry, I'll make it up to

            you, I'll...

         harvey leaves the office and then he slams the door.

                           INT.  - WAYNE LIBRARY								 
240

 Bruce touches a vase of fresh roses. Stares at framed
 photos of Thomas, Martha, of himself, younger. Happy.
 With no knowledge of the future.

241	 He turns. Suddenly their coffins are in the middle of the	
241
 room again, the still corpses white in death. He's a
 boy.

 There on the desk. A leather bound book. (OVER) THUNDER
 CRACKS.

242	 THE FRONT DOOR flies open. An evil wind whips the house.	 
242

243	 THE BOOK is splattered with blood.					 
243

244	 THE WINDOW explodes, shattering glass, and out of the	  
244
 darkness flies a huge, evil bat.

					 ALFRED (OVER)
		  Master Bruce?

245	 Bruce is sitting in a chair, holding a rose, head down,	
245
 the images only flashes of memory. Night has fallen. He
 looks up, eyes. red.

					 BRUCE
		  It's happening again. Just like my
		  parents. A monster comes out of the
		  night. A scream. Two gunshots. I
		  killed them.

					 ALFRED
		  What did you say?

					 BRUCE
		  He killed them. Two-Face. He

		  slaughtered that boy's parents.

					 ALFRED
		  No. You said I. I killed them.

					 BRUCE
		  Don't be ridiculous.

 Suddenly a pale light through the window illuminates the
 room, bathes their faces.

246	 THE BATSIGNAL beams in the sky.						 
246

247	 INT.  GUEST (DICK'S) BEDROOM						  
247

 Dick Grayson finishes eating. He moves into the

248	 HALLWAY											
248

 the house seems empty.

					 DICK
		  yo?..  Hello?... Anybody home?

 He's puzzled.

249	 EXT.  GOTHAM CITY STREET - NIGHT						
249

 Batman speeds along in the Batmobile. He hits top speed
 as the car's fusion drive glows red.

250	 A giant projector, beaming the Batsignal on the fast
 night clouds. Batman leaps from a neighboring roof to
 find no one. Just the huge light and the city wind.

					 BATMAN
		  Commissioner...?

 A shadow appears from behind the searchlight. Chase.

					 CHASE
		  He's home. I sent the signal.

					 BATMAN
		  What's wrong?

					 CHASE
		  Last night at the circus. I noticed
		  something about SELINA. her she knows you. SHe's
		  obsessed with batman. It's her
		  Achilles' heel. It can be exploited.

 He steps close to her. Intimidating.

					 BATMAN
		  You called me here for this? The
		  Batsignal is not a beeper.

 Instead of backing off, Chase moves towards him.

					 CHASE
		  I wish I could say my interest in
		  you was purely professional...

					 BATMAN
		  Are you trying to get under my cape,
		  Doctor?

					 CHASE
		  A girl cannot live by psychoses
		  alone.

					 BATMAN
		  It's the car, right? Chicks love the
		  car.

					 CHASE
		  What is it about the wrong kind of
		  man? In grade school it was guys
		  with earrings. College, motorcycles
		  and leather jackets.

 Chase is right up against him. She runs her fingers along
 the outline of Batman's mask.

					 CHASE
		  Now black rubber.

					 BATMAN
		  Try a fireman. Less to take off.

					 CHASE
		  I don't mind the work. Pity I can't
		  see behind the mask.

 Batman stills her hand.

					 BATMAN
		  We all wear masks.

					 CHASE
		  My life's an open book. You read?

					 BATMAN
		  I'm not the kind of guy who blends
		  in at a family picnic.

					 CHASE
		  We could give it a try. I'll bring
		  the wine, you bring the scarred
		  psyche.

					 BATMAN
		  You are direct, aren't you?

					 CHASE
		  You like strong women. I've done my
		  homework. Or do I need skin-tight
		  vinyl and a whip?

 Their bodies are close.

					 BATMAN
		  I haven't had much luck with
		  women...

					 CHASE
		  Maybe you just haven't met the right
		  woman...

 Their mouths are close. Suddenly Commissioner Gordon,
 trench-coat over pajamas, rushes onto the roof.

					 GORDON
		  I saw the beacon. What's going on?

					 BATMAN
		  Nothing... False alarm.

251	 Batman shoots a Batarang into the night and dives from	 
251
 the building.

					 CHASE
		  Are you sure?

252	 EXT.  SEEDY PART OF TOWN - DAY						
252

 SIRENS WHINE as two cruisers fly down a pot-holed street.

253	 ANGLE ON - A bridge structure.						
253

254	 INT.  SELINA'S APARTMENT - DAY						
254

 The room is dark. POLICE SIRENS FADE as a trap door opens
 in the floor. selina emerges.

					 CATWOMAN
		  Ever have one of those days where
		  you just want to kill somedody?

					 VOICE IN THE DARK
		  Riddle me this. (Riddle #3)

 REVERSE ANGLE

 A mysterious silhouette stands in the dark CLOSET.

 catwoman draws her whip.

					 VOICE IN THE DARK
		  The answer is, your enemy.

					 CATWOMAN
		  Who are you?

					 VOICE IN THE DARK
		  You can just call me... The Riddler.

 The figure steps out of closet. A new costume, lime
 green, covered with question marks, an emerald eye mask,
 derby and cane. An exact replica of the Guesser's outfit.

					 CATWOMAN
		  How'd you find my apartment?

					 RIDDLER
		  You _are_ catwoman, you would need to
		  face both rivers, both uptown and
		  downtown simultaneously. Only one
		  spot in Gotham serves these bi-
		  zonal, bi-coastal needs...

					 CATWOMAN
		  Congratulations. You get to die on
		  the dean's list and I will stangle you.

 catwoman picks her whip,

					 RIDDLER
		  Has anyone ever told you have a
		  serious impulse control problem?
				 (looking around)
		  You know, I simply love what you've
		  done with this place. pinkish 80s syle 

 He goes over to the couch and lays down
					 RIDDLER
		  It's so dark and Gothic and
		  disgustingly decadent...

 He gets up and starts walking over to catwoman.

					 RIDDLER
		  Yet so bright and chipper and
		  conservative!
				 ( he goes close to her ears)
		  It's so you.					
		  And yet so _you_!
				 (touching her suit)
		  Very few people are both a summer
		  _and_ a winter. But you pull it off
		  nicely.

					 CATWOMAN
		  A man with a death wish.

					 RIDDLER
		  selina. You need me. Since you've
		  survie that deadly explosion in penguin lair, you've
		  managed, what? To bungle stealing a
		  safe? Wreck a statue? And, correct
		  me if I'm wrong here, but weren't
		  you outsmarted by an acned acrobat
		  at the circus?

					 CATWOMAN
		  Let's see if you bleed green.

 selina COCKS back the hammer.

					 RIDDLER
		  Alright, selina. Go ahead. Fire
		  away. But before you do, let me ask
		  you one question. Is it really me
		  you want to kill?

 The Riddler knits his thumbs together, waves his hands
 over one of the exposed light bulbs that illuminate the
 room, making a shadow on the wall. The shadow of a bat.

					 RIDDLER
		  Do you know about hate, my dual
		  visaged friend? Slow, burning hate
		  that keeps you sleepless until late
		  in the night, that wakes you before
		  dawn. Do you know that kind of hate?
		  I do.
				 (circling selina)
		  Kill him? Seems like a good enough
		  idea. But have you thought it
		  through? A few bullets, a quick
		  spray of blood, a fast, thrilling
		  rush, and then what? Wet hands and
		  post-coital depression. Is it really
		  enough?
				 (up close)
		  Why not ruin him first? Expose his
		  frailty. And then, when he is at his
		  weakest, crush him in your hand.

255	 Riddler gestures to the front of the room, where thug1	 
255
 and thug2, sitting on the floor up playing video game, are fixed to 
their
 TV's via the green beam of the box.

 He tosses a receiver electrode to Two-Face.

					 RIDDLER
		  ...Take a hit.

 selina looks at the electrode curiously.

					 RIDDLER
				 (taps his forehead)
		  Up, up, up.

 A beat. Then, gun still trained on the Riddler, Two-Face
 holds the receiver to his skull. He's blasted with a dose
 of Leather and Lace's neural energy.

					CATWOMAN
		  Holy shit.

					 RIDDLER
		  So not everyone can be a poet.
		  Still, I respect the sentiment.

 Riddler waves his hand in front of the thug's eyes. No
 response. Definitely zoned.

					 RIDDLER
				 (to the thugs)
		  This is your brain on the box.
				 (off selina)
		  This is your brain on their brain.

 He plants an electrode on her own forehead.

					 RIDDLER
		  This is my brain on your brain on
		  their brain. Does anybody else feel
		  like a fried egg?

 The Riddler grabs catwoman's receiver.

					 CATWOMAN
		  No.  Wait...

					 RIDDLER
		  Addictive isn't it? Just Say No.
		  Until I say yes. A little fringe
		  benefit of working with me. Now
		  here's the concept, counselor.
		  Crime. My I.Q., your AK-47. You help
		  me gather production capital so I
		  can produce enough of these
				 (pulling a Box from his vest)
		  to create an empire that will
		  eclipse Bruce Wayne's forever. And,
		  in return I will help you solve the
		  greatest riddle of all. Who is
		  Batman?

 catwoman eyes The Riddler, interest dawning in his eyes.

					 CATWOMAN
		  You are a very strange person. You
		  speak as if we are old friends,
		  which we are not. BUT I already know
                                                              who 
batman is come closely and i'll tell you     
				 (she goes to his ears and first she 
licks his ear)
		  BRUCE WAYNE.

 The Riddler is in shoke he barley moves.

					 CATWOMAN
		  are you okay it did shoke me at first but I got use to 
it.
                                              hi let go and steal some 
stuff.	
256   

257	 INT.  JEWELRY EXCHANGE								
257

 Thugs grab handfuls of gems as a Guard presses the ALARM
 BUTTON. LOONY TOONS and MERRIE MELODIES THEMES play as
 Riddler's animated face fills the surveillance screens.

 WIDER

 The Riddler and catwoman stand over a palette of black
 jeweler's felt. Littered with bright, sparkling diamonds.

 The Riddler slips on a monocle, lifts a stone.

 catwoman grabs the entire palette, pours the diamonds
 into a loot bag, heads towards another counter.

258	 INT.  BATMOBILE - MOVING							 
258

 WINDSCREEN - CLOSE. A flashing message: Crime In Progress.

259	 An ever changing tactical map shows Batman's narrowing	 
259
 proximity to the crime site.

260	 EXT.  STREET										
260

 The Batmobile rushes to a halt. Batman leaps out, SMASHES
 through a door into...

261	 INT.  BEAUTY SALON								  
261

 ...Girls LAUGH and flirt. Even behind his mask, Batman
 fumes. Obviously misled.

262	 INT.  WAYNE MANOR - BRUCE'S BEDROOM - DAY				 
262

 Bruce sits watching the news.

					 ANCHOR
		  ...working with selina kyle aka catwoman, Gotham's
		  new criminal mastermind is calling
		  himself The Riddler.  Twenty million
		  in diamonds were stolen yesterday
		  with no sign of Batman.

263	 SCREEN - CLOSE. Changes. Edward stands on the Claw Island.    
263
 A small abandoned island in Gotham Harbor.

					 ANCHOR
		  In other news, entrepreneur Edward
		  Nygma has signed a lease for Claw
		  Island. Nygma says he plans to break
		  ground on an electronics plant....


265	 INT.  WAYNE MANOR - HALLWAY							
265

266	 NEWSPAPER - CLOSE. RIDDLER & CATWOMAN TERRORIZE GOTHAM.	
266

 PULL BACK TO REVEAL

 Alfred, newspaper in hand, finds Dick trying to open the
 door which leads to the Bat Cave.

					 ALFRED
		  May I help you, Master Grayson?

					 DICK
		  yo How come this is the only locked
		  door around this crib? What's homeboy bruce hiding
		  there?

					 ALFRED
		  Master Wayne's dead wives.

 Dick grins. Alfred watches him go, a wry smile on his
 face. The coast now clear, he disappears into the secret
 doorway.

267	 WIDER											
267

 Dick stands hidden in an alcove, watching.

268	 EXT.  CLAW ISLAND - DAY							  
268

 Tremendous construction in progress.

269	 INT.  CLAW ISLAND									
269

 Silhouettes of robot arms manufacture the Box.

 Edward watches on, giving selina a quick hit from a
 glowing electrode, then snatches back the receiver.

 selina eyes the electrode with an addict's hungry eyes.

270	 EXT.  GOTHAM LOADING DOCK							
270

 selina and Thugs steal priceless paintings while the
 Guards sit bound and gagged in their booth.

 Riddler stares up at a freshly spray-painted (RIDDLE #4)
 on the boat's hull.

271	 INT.  WAYNE MANOR - LAUNDRY ROOM						
271

 Dick stands watching TV while he washes and dries his
 clothes using martial arts techniques.

272						VONDELLE (ON SCREEN)			 
272
		  Has Batman lost his touch? We've
		  become a city of sissies crying
		  Batman, Batman, Batman at the first
		  sign of trouble.

273	 INT.  GOTHAM OPERA - NIGHT							 
273

 The Barber of Seville is in full swing. As the bejewelled
 audience watches, the translation is being spelled out
 for them on a large electronic screen over the stage.

274	 BACKSTAGE										 
274

 Green gloved hands attach a Box to the translator.

275	 AUDIENCE										  
275

 The familiar green beam of The Box transfixes the
 audience and the performers. selina and her Thugs take
 the balcony in protective green sunglasses, strip folks
 of their cash and jewels.

276	 The Riddler stands on stage.						  
276

					 RIDDLER
		  I just love a captive audience.

 He picks up the ARIA A-CAPELLA, races through the stunned
 orchestra, collecting valuables.

 As he goes, he moves the mouths of his victims, turning
 the robbery into an opera of his own.

					 RIDDLER
				 (singing)
		  Oh, but all I want is to take all
		  your jewels oh oh.
				 (moving a woman's mouth)
		  No, oh you villain don't take my
		  jewels, oh no.
				 (singing back)
		  I will.
				 (a man's mouth)
		  No you won't.
				 (singing)
		  I will.
				 (another man)
		  No you won't.

277	 Still SINGING, he leaps back onto the stage where selina	 
277
 and her Thugs arrive, bags full of loot. Riddler plays
 tiny hidden buttons in his cane, directing Batman.

					 CATWOMAN
		  Where are you sending Batboy this time?

					 RIDDLER
		  Here. Get a good seat.

278	 OUT THE WINDOW									 
278

 The Batmobile makes a quick stop before the opera house.

279	 Riddler, catwoman and Thugs disappear just as...

 BATMAN

 drops to the Stage from the ceiling. He looks around at
 the stunned audience.

 He spots a small box with a question mark on it sitting
 center stage. Lifts the top. Within, a pair of plastic
 hands applaud him.

280	 THE TRANSLATOR - CLOSE. Vaporizes, the beam snapping off.	
280

281	 THE AUDIENCE										
281

 startled by Batman's sudden appearance on stage, starts
 LAUGHING. Until someone notices her tiara is missing. A
 SCREAM. The first of many.

282	 EXT.  GOTHAM TIMES BUILDING - NIGHT					
282

 Electronic headlines circles- BAT FLOPS AT OPERA. RIDDLER
 AND CATWOMAN STEAL MILLIONS.

283	 EXT.  NYGMATECH HEADQUARTERS - CLAW ISLAND - DAY		  
283

 Finally complete. In the b.g. a giant corporate sign
 reading NYGMATECH is raised by cranes.

 Edward Nygma, dressed like Bruce Wayne to the smallest
 detail, stands on a podium, giving a press conference.

 Scores of APPLAUDING Employees and Media watch on. The
 Gotham Society Matrons COO.

					 EDWARD (OVER)
		  Why sit back when you can be part of
		  the show?

284	 QUICK CUTS OF NEWSPAPERS							 
284

					 EDWARD (OVER)
		  ...Nygmatech brings the joy 3-D
		  entertainment into your own home.

285	 CUTS OF MAGAZINES all proclaiming Edward as the new King	 
285
 of Electronics in Gotham City.

					 EDWARD
		  Ladies and gentlemen. Let me tell
		  you my vision for the future. "The
		  Box" in every home in America. And
		  one day, the world.

                         EXT.  GOTHAM CITY - MONTAGE							
286

 A tenement, where a poor family scrapes together their
 savings on a newspaper ad for "The Box"....

287	 An electronics store, where Alfred, at the head of a long	
287
 line, hands over a check to receive "The Box"...

288	 A resplendent household where husband, wife, and kids	  
288
 each watch individual TV's connected to their own Boxes.

289	 INT.  NYGMATECH - RIDDLER'S CONTROL ROOM				
289

 Riddler sits atop a tremendous electronic throne, facing
 a wall bank of TV monitors all running newsreel footage
 of folks using "The Box". From overhead, a giant diode
 delivers massive pulses of glowing neural energy.

290	 RIDDLER'S HEAD - CLOSE. His brain is growing.			
290

291	 EXT.  ELECTRONIC STORES							  
291

 Crowds of people line up. Some stores say "SOLD OUT"
 others "YES, WE HAVE `THE BOX'."

292	 INT.  BATCAVE									  
292

 Bruce stands over the Batcomputer.

					 BRUCE
		  Riddler and SELINA are tweaking
		  the data before the computer pulls
		  it off the emergency bands.

 Alfred stands in his lab area, trying to disassemble "The
 Box". He gets the lid off.

293	 BOX - CLOSE. The circuitry inside automatically vaporizes.    
293

294	 INT.  NYGMATECH - EDWARD'S CONTROL ROOM - NIGHT			
294

 thug1 and thug2 sit with the Riddler and catwoman as the
 two villains pass an electrode between them.

					 CATWOMAN
		  Sure, E = MC squared. Until you
		  factor in more than three
		  dimensions. Then... Damn. Hit us
		  again.

					 RIDDLER
		  Haven't you had enough? Don't Think
		  And Drive.

 Harvey waves his revolver in Riddler's face.

					 RIDDLER

		  Be my guest.

 selina and thug1 and thug2 take another hit of the
 glowing neural energy. Smiles.

					CATWOMAN
		  Our Paleolithic yearnings are best
		  expressed in a pre-linguistic-
				 (off the befuddled girls)
		  Sorry. Just thinking out loud.

 selina leans back, buzzed, the electrode slipping from
 his hand.thug1 grabs for it. Not fast enough. Riddler
 snatches it away.

					 RIDDLER
				 (to thug1)
		  Not until you do that thing I like.
				 (taking a hit)
		  On se tue pour des mesnonges. J'ai
		  gache ma vie...
				 (off the electrode)
		  Woah. Harsh toke.

					 SELINA
		  Don't bogart that 'trode.

 He tosses selina the electrode over thug2's ill-timed grab.
 selina takes a hit.

					 CATWOMAN
				 (epiphanous)
		  Oh my God. Jim Morrison was right.

					 RIDDLER
		  About what?

					 CATWOMAN
		  Everything.

					 RIDDLER & CATWOMAN
				 (simultaneous)
		  ...Yeah.

295	 INT.  WAYNE MANOR - DAY							  
295

 TV - CLOSE.

 Vondelle stands before the familiar panel of experts.


					 AIMS
		  This Box is nothing more than an
		  electronic narcotic.

					 ROYCE
		  Thousands more Gothamites each day
		  are tuning out by tuning in to its
		  holographic fantasies.

					 AIMS
		  It's turning citizens into
		  zombies...

					 VONDELLE
		  Gripe, gripe, gripe. Isn't this what
		  they said about TV? I think "The
		  Box" is the future. What's your opinion?


                                                   INT-WAYNE MINOR-DAY
                                                 
FAVOR Alfred as he shuts off the set, moves into the		
296
297	 hallway and the locked door to the Batcave.			  
297

					 ALFRED
				 (calling out)
		  Master Dick?

 High above, Dick appears on the third floor landing.

					 DICK
		  Up here, DAWG.

					 ALFRED
		  Just checking, young sir.

					 DICK
				 (to himself)
		  Four seconds from...

 Below, Alfred opens the door.

					 DICK
		  Now!

 Alfred disappears inside and the door begins to close.

 Dick leaps the bannister, grabs the chandelier, swings to
 a large tapestry, slides down and into the passageway as
 the door SLAMS shut.

298	 INT.  SECRET HALL									
298

 Unable to stop, Dick barrels through a dark doorway,
 tumbles down the long stairway onto

299	 THE BATCAVE FLOOR									
299

 Alfred stands in his lab area. The two stare at each
 other in utter disbelief.

300	 INT.  CHASE'S APARTMENT - NIGHT						 
300

 Big. Open. A life still in boxes. The door opens,
 producing Bruce and Chase.

					 BRUCE
		  The style of the letters I'm getting
		  matches those found at the crime
		  sites. Why would The Riddler be
		  sending me riddles?
				 (looking around)
		  Who's your decorator? U-Haul?

					 CHASE
		  Sorry. I haven't even had time to
		  unpack. Instant coffee okay?

 Chase disappears into the kitchen as Bruce takes off his
 coat. She reappears with a small box. Hands it to Bruce.

					 BRUCE
		  What's this?

 Bruce opens the box. Within, a dream doll.

					 CHASE
		  Call it clinical intuition. I
		  thought your dreams might need
		  changing.

 Bruce looks at Chase. He stares out the window a beat,
 deciding. As he speaks now his words are halting, self
 disclosure difficult for him.

					 BRUCE
		  My parents were murdered. In front
		  of me. I was just a kid.

 Chase nods. She knows.

					 BRUCE
		  A lot of what happened is jagged.
		  Pieces missing. I can't really
		  remember. I just get flashes.
		  Usually in my dreams. I'd kind of
		  gotten used to them. At least
		  accepted them....

					 CHASE
		  And now....

					 BRUCE
		  They've changed. The dreams, I mean.
		  There's a new element I don't
		  understand. A book. Black. Covered
		  in leather....

 (OVER) The kettle begins to WHISTLE.

					 CHASE
		  Damn. I'll be right back.

 Bruce is agitated, starts to looking around. At her desk
 he finds a virtual shrine to Batman. Pictures.
 Newsphotos. Articles.

					 CHASE (OVER)
		  Find anything interesting?

					 BRUCE
		  Why do I feel like the other man,
		  here?

					 CHASE
		  Come on, Bruce. This is what I do
		  for a living.

					 BRUCE
		  I'd say this goes a little beyond
		  taking your work home.

					 CHASE
		  What do you want me to say? That I'm
		  not attracted to him?

301	 She hits a button and on screen newsfootage rolls of		
301
 Batman fighting Catwoman.

302						CHASE						 
302
				 (mesmerized)
		  Look at the abuse he's taking. He's
		  not just fighting criminals. He's
		  punishing himself.

 Chase hits a button, freezing on Batman's face.

					 CHASE
		  It's as if he's paying some great
		  penance. What crime could he have
		  committed to deserve a life sentence
		  of such agony?

 Bruce hits a key, blanking the screen.

					 BRUCE
		  Maybe he just had a lousy childhood,
		  is that it Doc?

 Chase grabs his hand as it comes away from the keyboard.

					 CHASE
		  Why do you do that?

					 BRUCE
		  What?

					 CHASE
		  Throw up that ridiculous superficial
		  mask. If you're jealous...

					 BRUCE
		  I'm not-

					 CHASE
		  You want me close but you won't let
		  me near. What's the terrible, dark
		  secret you're protecting everyone
		  from?

 In the mirror they are half in shadow, half in light.

					 CHASE
		  In a sense we are all two people.
		  The side we show in daylight. And
		  that side we keep in shadow.

					 BRUCE
		  Rage. Anger. Passion. Pain.

 He pulls her to him. Their faces are close. A breath
 apart. Suddenly his watch begins to BEEP.

303/04   Bruce turns over his wrist. Depresses a stud on		
303/04
 his watch. The face turns into a screen.

					 ALFRED
		  Sorry to bother you, sir. I have
		  some rather distressing news about
		  Master Dick.

					 BRUCE
		  Is he all right?

					 ALFRED
		  I'm afraid Master Dick has... gone
		  traveling.

					 BRUCE
		  He ran away?

					 ALFRED
		  Actually, he took the car.

					 BRUCE
		  He boosted the Jag?
				 (relieved)
		  Is that all?

					 ALFRED
		  Not the Jaguar. The _other_ car.

					 BRUCE
		  The _Rolls_?

					 ALFRED
		  _No_, sir. _The_ _other_ _car_!

 A beat. Then Bruce closes his eyes.

305	 EXT.  ARKHAM SQUARE - NIGHT							
204

 Gotham night life. Neon, traffic, sleaze.

 The Batmobile cruises into the center of the strip.

 A group of flashy low riders pull in front of the
 Batmobile. They hydraulic up and down competitively.

 The Batmobile wipers sweep the windshield. The bat-foil
 opens and closes. Finally the car hydraulics higher and
 faster, but a bit wildly, the driver barely in control.

306	 The low riders, put to shame, PEEL OUT. (OVER) A SCREAM	
306
 cuts the night. A GIRL runs for her life, chased by SIX
 GANG MEMBERS into a dark alley.

 The Batmobile TEARS after her.

307	 EXT.  ALLEY - NIGHT

               The Thugs have the Girl surrounded, push her back and
 forth between them like a rag doll.

 The Batmobile SCREECHES into the alley. The door slides
 open. From the smoking hatchway emerges...Dick.

 Needless to say, this get the Thugs' attention. They let
 go of the girl.

					 THUG
		  Who the hell are you?

					 DICK
				 (low, ominous)
		  I'm Batman what never seen a black batman before.
				 (looking down)
		  Damn, did I forget to dress up again?

 The Thugs close. One rushes Dick while another swings a
 chain at his head. Mistake.

					 DICK
		  Chains. fool! You don't seem like the
		  type and i'm show you how batman does it.


 Dick's hand shoots out fast, grabbing the chain. He open
 palms the Thug in the chin, whips the chain into the gut
 of the other villain.

					 DICK
		  The Caped Crusader strikes again.
		  thats right, i keep savin the ladies
                                                          and earning 
me some pussy later.    

 Two more rush him.

					 DICK
		  Another victory for the Dark Knight and i'm whop all 
y'all ass.

 Dick goes up with a flying front kick, knocking one down,
 fells another on the return with a spinning back fist.

					 DICK
				 (off the unconscious goons)
		  ya'll trying to mess with batman.

 Dick stares at the remaining thug. Smiles.

					 DICK
		  this is batman job kicking ya'll bitches ass?

 The last Thug takes a look at Dick, turns and races away.

					 DICK
		  thats right G you better run
		   if you come back i"LL fuck you up.

 Dick nods to the awestruck Girl.

					 DICK
		  what up honey.

 He starts towards the car.

					 GIRL
		  Wait.

 She moves close.

					 GIRL
		  You forgot the part where you kiss
		  the girl.

					 DICK
				 (grinning)
		damn Right.

 He leans in, happy to oblige when suddenly...

 (OVER) SCREAMS AND SHOUTS as the Thug who got away comes
 racing back into the alley, followed by maybe thirty new
 gang members, all wielding bats and chains.

			 DICK
		  oh hell no.

 He pulls the girl behind him, readies for war.

308	 A DARK FIGURE									  
308

 flies out of the night.

 Batman, on a wire, swings into the group, sending them
 scattering in all directions. The bad guys race off.

309	 THE BATMOBILE									  
309

 REVS UP, races to Batman.

310	 Batman lifts Dick by his collar, drops him into the		 
310
 passenger seat. Hops into the other side.

					 GIRL
				 (shouting)
		  Don't you want my number?

 She watches as the Batmobile speeds away into the night.

311	 INT.  BATCAVE - NIGHT - LATER						 
311

 Bruce and Dick argue.

					 DICK
		 man!cuz i need to be a part of crime frighting shit.

					 BRUCE
		  Absolutely not.

					 DICK
		  Me and my bro Chris were putting
		  money aside so our folks could
		  retire. Dad's knee was going bad. Chris
		  was engaged, you know that cuz? catwoman
		  took...everything. Now I can pay that bitch back
		  

					 BRUCE
		  What I do isn't about revenge.

 Dick glances at a framed headline. The Wayne murders.

					 DICK
		  Right, slick. Whatever you say your parents was killed 
by a crazy motherfucker.

 Bruce grabs him. Hard.

					 BRUCE
		  This isn't a game.

 Dick pushes him off. Harder.

					 DICK
		  Back off, man don't be grabing on me like that fool 
you get shot
                                                             holdin a 
blackman like that.

					 BRUCE
		  You don't understand. It's an
		  addiction. You fight night after
		  night, trying to fill the emptiness.
		  But the pain's back in the morning.
		  And somewhere along the way it stops
		  being a choice.
				 (a beat)
		  I want better for you.

					 DICK
		  Save the shit about how great you
		  want my life to be, a'ight, Bruce?  yo If
		  it weren't for Batman my parents
		  wouldn't be dead. You don't get it,
		  do you? This is all your damn fault.

 Dick storms out. Bruce stares after him with tired eyes.

312	 EXT.  RITZ GOTHAM HOTEL - NIGHT						 
312

 At the marble entrance, the red carpet is rolled out for
 a pull-out-the-stops party. Over the door, a banner
 proclaims "Nygmatech -- Imagine the Future."

 At the curb folks dressed in over-the-top runway
 fashions, pour from luxury cars, hand off keys to a
 battalion of scurrying valets.

 Next car up -- Bruce Wayne's Rolls, driven by Alfred. A
 valet helps Chase out. She looks stunning.

 Bruce leans over Alfred before stepping out of the car.

					 BRUCE
		  Too much wealth. Too fast. Half of
		  Gotham zombied-out. A technology
		  that self destructs. He's protecting
		  more than industrial secrets,
		  Alfred.

					 ALFRED
		  I shall be near at hand. Should you
		  need me. And sir, I know it's
		  difficult but try and have a good
		  time.

313	 INT.  RITZ GOTHAM ROOF - NIGHT						
313

 Over the top golden glitz. A kind of Versailles meets
 punk meets couture. And in the middle, Edward, dressed as
 Louis XIV.

 The room is packed with people sipping exotic cocktails,
 munching hors d'oeuvres. Conversation BUZZ is high.

 Into this zoo walk Bruce and Chase.

 As brightly-lighted stations throughout the room, showy
 displays announce "THE NEW BOX". Pretty, barely-clad
 showgirls invite partygoers step into various green
 columns of light.

314	 Bruce scans the room as he and Chase pause by the first	
314
 display, where a Socialite steps into a column of energy.
 She GASPS with delight as she finds herself suddenly
 dazzling in diamonds from head to toe.


315	 They pass the next column where a CHUBBY PROFESSOR, sword	
315
 in hand, fights off a knight on horseback.

316	 They pass the next display where a BALD GUY steps into a	 
316
 beam. Suddenly, he is in a classic stoner's pad circa
 1967. And, best of all, he has long flowing hair.

 Chase looks amused, Bruce suspicious.

					 CHASE
		  If I didn't know better, I'd say you
		  were sulking.

					 BRUCE
		  Keep me off the couch, Doc. Your
		  fees are a little rich for me.

					 CHASE
		  Touchy, touchy.

					 BRUCE
				 (not biting)
		  So how goes your `scholarly' pursuit
		  of Batman?

					 CHASE
		  Oh God, Bruce. You're still jealous.

					 BRUCE
				 (flaring)
		  Spare me the diagnosis, okay? You're
		  being ridiculous. I can't be jealous
		  of Batman.
				 (to himself)
		  Can I?

317	 ACROSS THE ROOM									
317

 Edward stands flanked by Gotham's Society Matrons as
 PRESS, including Vondelle Millions, SNAP photos and hurl
 questions.

					 NEWSCASTER
		  You're outselling Wayne Enterprises.
		  Any comments?

					 EDWARD
		  Actually, I'm outselling Wayne Tech
		  two to one...

					 JOURNALIST
		  The Times has named you Gotham's
		  bachelor of the year. What do you
		  have to say about that?

					 EDWARD
		  You might want to ask Bruce Wayne.
				 (calling)
		  Bruce, old man!

318	 Edward crosses the room to greet Chase and Bruce. All	  
318
 stand now, surrounded by press and partygoers.

					 EDWARD
		  So glad you could come.

					 BRUCE
		  What? Oh, Edward. Hi.
		  Congratulations. Great party-

					 EDWARD
		  The press were just wondering what
		  it feels like to be outsold,
		  outclassed, and generally outdone in
		  every way...
				 (noticing Chase)
		  And what light through yonder window
		  breaks? `Tis the east. And you
		  are...

					 CHASE
				 (charmed)
		  Chase?

					 EDWARD
		  Of course you are. And what a grand
		  pursuit you must be.
				 (to Bruce)
		  What do you think of my new
		  invention?

					 BRUCE
		  What? Oh, it's very impressive.

					 EDWARD
		  Gracious even in defeat. How rude 
		  disappointing. When all this could
		  have been ours together.

 Edward stills a passing waiter and his tray of champagne.
 Crystal flutes for all. He toasts Chase.

					 EDWARD
		  No grape could be more intoxicating
		  than you, my dear. But we make due.

		  To your charms.
				 (clinking hers)
		  Skol.

					 BRUCE
				 (raising his)
		  Nostrovia.

					 EDWARD
				 (pausing)
		  La'chiem.

					 BRUCE
				 (casual)
		  Slanta.

					 EDWARD

		  Rinka.

					 BRUCE
		  Banzai.

					 CHASE
		  I'm drinking.

 And she does.

					 EDWARD
		  I notice you've sub-divided your B
		  coupons. Feeling a little light on
		  principle?

					 BRUCE
		  Actually, I like to divest just
		  before a major re-capitalization.

					 EDWARD

		  I wouldn't race to the bank. Old
		  regimes crumble every day. Life is
		  a cycle. Remember Yeats; turn, turn
		  the widening gyre. The Falconer
		  cannot hear the Falcon...

					 BRUCE
				 (finishing the poem)
		  And the beast slouches towards
		  Bethelem.

					 CHASE
		  Excuse me, boys. I'd hate to stop
		  this testosterone flood on my
		  account-

					 EDWARD
		  Quite right. Shall we dance?

 And with that, Edward draws Chase onto to dance floor.

319	 As Chase and Edward dance in the b.g. Bruce walks over to	
319
 one of the displays. Examines a control station for the
 green beam. Tries to pry open a circuit panel.

					 SHOWGIRL (OVER)
		  Naughty, naughty.

 She slaps his hand playfully. Bruce smiles an apology.
 Looks around. No other choice. He steps into a beam.

320	 EDWARD twirls Chase, watches Bruce enter the beam. He	  
320
 smiles.

321	 BRUCE - POV. Colorful planets soar all around him. Suddenly   
321
 the beam flashes. There, racing towards him, a giant Bat.

322	 BACK TO SCENE									  
322

 All beams wink out as GUN FIRE bursts across the room.

 CATWOMAN and her Thugs stand at every entrance.

 BRUCE backs away, slips towards a service door.

					CATWOMAN
		  Alright, folks, this is an old-
		  fashioned, low-tech stick-up. We're
		  interested in the basics: jewelry,
		  cash, watches, high-end cellular
		  phones. Hand 'em over nice and easy
		  and no one gets hurt.

 catwoman's Thugs charge the room. The crowd SCREAMS.

323	 EXT.  RITZ GOTHAM ALLEY - NIGHT						 
323

 Bruce hand-slides down fire-escapes, hits the alley
 running.

324	 EXT.  ALLEY										 
324

 Bruce ducks into the Rolls.

					 BRUCE
		  Emergency, Alfred.

325	 INT.  ROLLS										 
325

 A secret panel in the back opens. A Batsuit.

326	 INT.  PARTY										 
326

 The Thugs circulate quickly, yanking jewels from ears and
 necks, grabbing wallets and purses, filling sacks.

 Ed pushes his way against the crowd, through catwoman's
 ring of personal guards and right up to catwoman's face.

					 EDWARD
		  You're ruining my big party. Are you
		  insane? Actually, considering your
		  dual persona, let's just forget the
		  question.

					 CATWOMAN
		  We're sick of waiting for you to
		  deliver The Bat, Riddle boy. You
		  promised us bruce wayne.

					 EDWARD
		  Patience, oh bifurcated one.

					 CATWOMAN
		  Screw patience. We want him dead.
				 (looking around)
		  An nothing brings out The Bat like
		  a little mayhem and murder.

					 EDWARD
		  Oh well, in that case. As long as
		  you were going to rob me, you could
		  have at least let me in on the
		  caper. We could have _organized_ this,
		  _planned it_, pre-sold the movie
		  rights.

 (OVER) the CRASH of breaking glass.

327	 BATMAN											 
327

 flies in through a window, kicking a row of Thugs down
 before he lets go his rope and lands on the floor.

					 EDWARD
		  selina, babe, I gotta be honest. Your
		  entrance was good. His was better.
		  What's the difference? Showmanship.

 selina shoves Edward away, looking for a clean shot. sHe
 FIRES a couple of times, but only destroys an ice
 sculpture and some liquor bottles. More SCREAMS.

328	 One huge Thug charges Batman. Batman heaves him overhead,	
328
 throws him, CRASHING, into a display of stacked Boxes.

					 VONDELLE (OVER)
		  Batman, Batman, Batman help!

 A Thug has a gun to her throat. Batman kicks the weapon
 out of his hand.

					 VONDELLE
		  Batman.  You're my _God_!!!

329	 Another Thug has Chase to a wall, hand around her pearls.	
329

					 BATMAN (OVER)
		  Excuse me.

 He head-butts the Thug. The guy goes down.

 Chase leans up and kisses him, hard and hot on the mouth.
 The chemistry here is undeniable.

					 CHASE
		  Call me.

 Batman spins, goes for another group of Thugs.

 (OVER) POLICE SIRENS.

					 CATWOMAN
		  Okay boys. Phase two.

 And with that, she and her Thugs race for the elevator.
 The doors close.

330	 (OVER) CHEERS erupt for Batman as he races onto the		 
330
 balcony -- and jumps!

331	 BATMAN'S - POV - AERIAL							  
331

 selina and Thugs disappear past Under Construction signs,
 down the stairs of an as yet completed subway station.

332	 EXT.  RITZ GOTHAM - NIGHT							
332

 PARTY GUESTS - POV. Gripping the edges of his cape, Batman
 glides 60 floors down the skyscraper towards the street.

333	 Batman plummets into the construction sight.			 
333

334	 INT.  DESERTED SUBWAY STATION - NIGHT (CONTINUOUS)		
334

 Gothic. Deserted. Under construction. Batman hits the
 platform.

 BATMAN - POV. Shadows race down the dark tunnel ahead.

 He pursues.

335	 TUNNEL											 
335

 selina and Thugs, racing away.

					 THUG
		  Bat's right behind us.

					 CATWOMAN
		  Excellent.

336	 INT.  ABANDONED STATION - VENTILATION SHAFT			  
336

 A wide spiral staircase of scaffolding hugs the walls of
 a tremendous ventilation shaft.

 The Thugs race down the steps, knocking out bits of
 scaffolding as they go, sending entire chunks of already
 traversed staircase plummeting past them.

 PAN UP

 Batman arrives on a wide platform of scaffolding at the
 top of the staircase. His cape whips up around him as if
 from some low infernal wind.

337	 BATMAN - POV. Down the fragmenting staircase, at the bottom   
337
 of the shaft, a tremendous fan spins, chewing chunks of
 falling scaffolding and plaster, spitting plumes of dust.

338	 CATWOMAN										  
338

 stands at the bottom of the well. He grabs a rack of
 scaffolding and wrenches the old aluminum supports away.

339	 THE PLATFORM										
339

 where Batman is standing gives way, planks falling,
 sending Batman tumbling towards the deadly blades below.

340	 BATMAN - POV. The giant whirling blades, coming up fast.	 
340

341	 BATMAN falls, stairways and laughing Thugs whipping past.	
341
 His hand shoots out and grabs

 A THUG

 by the jacket, wrenching the fabric over the goon's head,
 jerking him hard into the railing like a human anchor.

 Batman climbs the struggling Thug like a ladder, leaps
 onto the staircase, CRACKS the Thug's head on the rail,
 then races down the stairs.

342	 BOTTOM OF THE SHAFT								 
342

 The remaining Thugs disappear through a dark doorway.
 Batman runs past the BEATING fan blades into...

343	 INT.  ABANDONED TUNNEL								
343

 Dark. Steep and sloping. The Thugs are running dead
 ahead. Without stopping they begin grabbing pieces of
 debris, flip them under their feet, begin riding down the
 descending tunnel like snow-boarders.

 Batman races after them.

344	 THE SNOWBOARDERS									 
344

 really are good. They ride the rails. The low gas pipes.
 Even bank the curving sides of the tunnel.

345	 A THUG - CLOSE. Looks back to see Batman closing. Mistake.    
345

 WHIP PAN

 as he is clotheslined by a low hanging danger sign. He
 flies off the snowboard backwards. Out cold.

 Batman races past him.

346	 The end of the tunnel slopes so drastically the dark maw	 
346
 at the end seems more a pit than a door.

347	 The boarders circle and one by one, drop through like	  
347
 bits of filth down a drain.

348	 Batman drops into the darkness landing on a small ledge.	 
348
 Beyond a precipitous drop he turns to face...

349	 INT.  ABANDONED SUBWAY STATION						
349

 Years ago this cavernous space glistened with immense
 Gothic statuary, elaborate tile mosaics, tremendous
 decorative arches and spectacular cathedral ceilings.

 No more.

 Now the giant space, from floor to ceiling is a frozen
 maelstrom of twisting cast iron trusses, broken steam
 pipes, fragmented scaffolding and hanging cables.

350	 Down these man-made slopes and obstacles ride the		 
350
 snowboarding Thugs. Cruising pipes. Jumping curved faces
 of statues. Jacking from scaffold to truss.

351	 Batman whips a pair of nun-chucks from his belt over a	 
351
 hanging metal rail, using the chain as a pulley, shoots
 down a curving rail into the mad dance of twisting steel.

352	 A THUG											 
352

 FIRES at him from his whizzing board as it careens along
 an adjacent piece of scaffolding.

353	 BATMAN angles towards him, picking up speed.			 
353

354	 THE THUG banks off some statuary. Takes a few more SHOTS.	
354

355	 BATMAN shoots around the curve, jumps from one rail to	 
355
 the next, catches the villain in the face with his boot,
 and sends him flying.

356	 ANOTHER THUG shoots past over head.					
356

357	 BATMAN flips onto another pipe, is closing fast, chasing	 
357
 the Thug towards a loop that banks towards the blackness
 of an abandoned tunnel.

 He is closing on the Thug. Closer. Closer.

358	 Suddenly the Thug, hops to a truss, the rail Batman is on	
358
 whipping him around a curve that banks into the mouth of
 the tunnel. (OVER) GUNSHOTS.

359	 CATWOMAN										  
359

 stands in the shadows, FIRING his machine pistol, blowing
 a hole in the curving rail directly in front of Batman.

360	 The RAIL breaks.									 
360

 Batman flies off directly into the dark tunnel.

361	 BATMAN - POV. A rushing darkness. He SMASHES into a wall.	
361

362	 INT.  MOUTH OF TUNNEL								 
362

 catwoman stands staring into the dark with his Thugs. He
 grabs an aging valve wheel set into the crumbling wall.

					 CATWOMAN
		  Nothing worse than a bad case of
		  gas.

 sHe begins to turn the CREAKING wheel.

363	 INT.  INNER TUNNEL								  
363

 A long forgotten pipe by Batman begins to HISS a thick
 purple gas.

364	 INT.  MOUTH OF TUNNEL								 
364

 catwoman swings a grenade launcher before him. Takes a
 step back. Aims into the tunnel.

					 CATWOMAN
		  Lights. Camera. Action.

 As his Thugs scramble for cover, catwoman FIRES. The
 grenade flies into the tunnel, SLAMMING into the gas
 main. AN EXPLOSION.

 Suddenly a tremendous secondary EXPLOSION. Debris falls
 everywhere as the gas ignites, the mouth of the tunnel
 suddenly brightening into a flaming white fireball.

365	 INT.  TUNNEL										
365

 The huge fireball rushes towards Batman. Batman wraps
 himself in his cape.

366	 HAND - CLOSE. As he reaches to his utility belt. Presses a    
366
 stud there.

367	 His cape begins to run and flow like water morphing into	 
367
 a protective sphere just as...

368	 A tremendous fireball ROARS races down the tunnel		 
368
 engulfing Batman in a world of flame.

369	 INT.  MOUTH OF TUNNEL								 
369

 catwoman stands staring into the inferno.

 Billowing smoke, residual flame and falling debris
 everywhere. No Batman. A moment of dead quiet.

					 CATWOMAN
		  Finally.

 Then catwoman's smirk vanishes.

					 THUG
		  It can't be.

370	 REVERSE ANGLE									  
370

 A shape rises, phoenix-like, out of the flames. The
 figure moves forward.

371	 BATMAN - CLOSE. As his cape parts over his face.		  
371

 WIDER

 He lifts his arms, the cape splitting down the center,
 reverting to it's original form, arms going wide to
 familiar wings.

 The Bat heads towards catwoman and his men.

372	 CATWOMAN - CLOSE. Consumed with rage.					
372

 He grabs a section of the wall's support scaffolding
 and begins to wrench it free with crazed fury.

					 CATWOMAN
		  Why won't you just die?!

 In a final rage of maniacal fury, selina wrenches the
 scaffolding free. It's ancient supports gone...

373	 THE CEILING										 
373

 begins to crack and fall, debris pouring in at an ever
 more furious pace.

 BATMAN is suddenly doused in a rain of rock and sand.

374	 THE TUNNEL										
374

 between selina and Batman is obstructed by tons of
 falling metal and plaster and sand. selina stands as
 the ceiling falls all around him.

375	 BATMAN is driven down by a storm of wreckage.			
375

376	 BATMAN can barely contain his joy. Plaster and rubble	
376
 fall ever more furiously.

377	 BATMAN stumbles as the ground beneath him suddenly gives,	
377
 sucking him into a quickly filling pit of sand and tile.

 He reaches for his utility belt but its too late.

378	 BATMAN is nearly buried, sand coming up over his mouth,	
378
 his eyes, until finally he is gone.

379	 CATWOMAN stands watching, eyes full of childish delight.	 
379

 The floor in front of him begins to give way, running
 with deep cracks.

					 CATWOMAN
		  Boys, let's go have us a party.
				 (turning)
		  Anybody else feel like donuts?

 selina and her men head away, up out of the tunnels.

380	 THE SAND PIT - CLOSE. Still. No motion.				 
380

 A gloved hand breaks the surface, clutching a Batarang. A
 weak flip of the wrist.

 The Batarang hist the sand.

 The hand goes limp. A beat. Another. Suddenly...

 A GREEN GLOVED HAND - CLOSE. Grabs Batman's hand.

 WIDER

 Dick hangs on a wire above Batman in an aerialist's
 maneuver. He secures his grip and pulls.

 DICK - CLOSE. Straining.

 Suddenly, Batman's face breaks the sand.

 Dick uses the leverage of his body on the rope to pull
 harder. Batman begins to rise. Free.

 The two face each other. Hands still clasped.

381	 INT.  BATCAVE - LATER								 
381

 Bruce sits in his robe being bandaged by Alfred. Dick is
 pacing.

					 BRUCE
		  What the hell did you think you were
		  doing?

					 DICK
		  Yo you have a real attudide problem.
		  You know that, Bruce? I need a name.
		  Batboy? The blackman? What's a good
		  side kick name?

					 BRUCE
		  How about Richard Grayson, college
		  student?

					 DICK
		  ...I missed catwoman by a heartbeat.
		  When we catch that bitch, you gotta let me
		  kill her!

					 BRUCE
		  We don't kill. Killing is what damns
		  you. It-. What am I talking about?
		  This conversation is over. You're
		  going away to school.

					 DICK
		  I saved your damn life. You owe me. So you let me be
		  your homie parner  or I'm going after selina on my 
own.			 

 And with that Dick turns and storms out of the Batcave.

					 BRUCE
		  It's starting all over again,
		  Alfred. Another boy lost to rage.
		  And it's my fault. If selina hadn't
		  come gunning for me at the
		  circus...His family...

 Bruce glances at Gotham Times, of Headline- "Bat More
 Harm Than Good?"

					 BRUCE
		  Maybe they're right.

					 ALFRED
		  Which `they' might that be, sir?

					 BRUCE
		  Jack Napier's dead. My parents are
		  avenged. The Wayne Foundation
		  contributes a small fortune to
		  police and crime prevention
		  programs.

 Bruce touches a cowl resting on the control panel.

					 BRUCE
		  Why do I keep doing this?

					 ALFRED
		  Why, indeed?

					 BRUCE
		  Could I let Batman go? For Dick. For
		  me. Could I leave the shadows? Have
		  a life. Friends. Family...

					 ALFRED
		  Dr. Meridian...

 Bruce touches his lips, the spot Chase kissed Batman.

					 BRUCE
				 (pained)
		  She's the first woman in a long time
		  that's... No. She's the first woman
		  ever. And she loves Batman. Not
		  Bruce Wayne. If I let go of Batman
		  I'll lose her.

					 ALFRED
		  Perhaps. Perhaps not. Why not ask
		  the lady?

					 BRUCE
		  How? As Batman, knowing she wants
		  me? Or as Bruce Wayne and hope...?

 Bruce reaches to the phone. Hits an autodial key.
 (OVER) TONES as the phone begins to dial.

					 PHONE (CHASE)
		  Hello?..Hello?..Who is this?

 He disconnects the phone.

					 BRUCE
		  Who am I Alfred? I don't think I
		  know anymore.

382	 INT.  CHASE'S BEDROOM - NIGHT						 
382

 Dark. Moonlight through curtains. Night SOUNDS.

 Chase lays asleep in bed. A shadow crosses her face. She
 stirs.

 REVERSE ANGLE

 At the french doors to her bedroom stands a familiar
 silhouette. Batman.

 Chase rises, moves across the room, the pale light
 catching her white nightgown. She pulls the doors wide.

 Chase faces him, bodies close. She reaches up, touches
 his mask. Kisses him. His cape WHIPS around her.

 THE KISS - CLOSE. Passionate. Sustained. Chase pulls away.

					 CHASE
		  I'm sorry.
				 (sorry)
		  I can't believe it. I've imagined
		  this moment since I first saw you.
				 (touching his glove)
		  Your hands.
				 (touching his mask)
		  Your face.
				 (touching his chest)
		  Your body.

 She turns, walks across the room.

					 CHASE
		  And now I have you and....
				 (shaking her head)
		  Guess a girl has to grow up
		  sometime.

 She comes back to him, touches his cheek.

					 CHASE
		  I've met someone. He's not...you.
		  But... I hope you can understand.

 He sees now that over her desk, her Batman's memorabilia
 has been replaced by photos and files on Bruce Wayne.

 BATMAN - CLOSE. Smiles.

 Then he's over the balcony and gone, a shadow on the wing
 in the dead of night.

383	 INT.  CLAW ISLAND CONTROL CENTER - DAY				  
383

 On his throne, in his sphere, electronically getting more
 brilliant every second, Edward fills all his screens with
 Chase's image from the party.

 HIS BRAIN - CLOSE. Rivulets of neural energy ripple and
 dance as his brain grows under his magenta hair.

 Suddenly catwoman gets him by the throat.

					 CATWOMAN
		  You know, Ed, you sleep with me and we woke up this
		  morning, we just knew we were gonna
		  kill something. The Bat got away.
		  Looks like it's gonna be you.

 catwoman draws his gun with his free hand. Trains it on
 Riddler's head. By the look in his eyes, he's serious.

					CATWOMAN
		  Why do we need you? You only come
		  between us. We can be the smartest
		  person in Gotham City. We want the
		  empire for ourselves. Time's up,
		  laughing boy.

					 RIDDLER
		  Kill me? Well, alright. Go ahead.
		  Take the empire. All yours.
				 (grabbing his own head)
		  Hell, selina, old pals. I'll kill me
		  for you.

 Riddler grabs his hair, starts SLAMMING his own head into
 the desk-top.

					 RIDDLER
		  Too...bad...about...Batman.

 selina grabs his head. Stops him.

					 CATWOMAN
		  What about Batman?

 Riddler smooths his hair.

					 RIDDLER
		  What if you could know a man's mind?
		  Would you not then own that man?

 Riddler hits a switch. Suddenly his screens fill with the
 image of Bruce stepping into the simulation at the party.

					 RIDDLER
		  A few dozen extra IQ points and my
		  little invention learned a new
		  trick. It does more than drain your
		  brain. It makes a map of your mind.

 The screens change, now showing a turning schematic of a
 brain, alive with neural lightning.

					 RIDDLER
		  Would you like to see what my old
		  friend Bruce has in his head.

384	 Riddler hits a switch. Another image pulls free from the	 
384
 schematic brain. A trapped bat. Fierce. Monstrous. The
 very picture of imagined evil, made live.  Bruce's
 nightmare.

					 RIDDLER
		  Riddle me this, what kind of man has
		  bats on the brain?

 catwoman stares at him.

					 RIDDLER
		  Go ahead. You can say it.

					 CATWOMAN
		  I always knew bruce wayne was batman.

 The tow begin to LAUGH.

385	 CLOSE ON BAT										
385

 It's a fake one on top of a pole.

386	 CAMERA PULLS BACK TO REVEAL

                 roup of YOUNG KIDS in Halloween costumes running 
through
 GOTHAM CEMETERY - DUSK

 Two gravestones alone on a hill under a tree.

 The kids pass Bruce who is visiting his family's graves.

					 KIDS
		  Happy Halloween.

					 BRUCE
		  Happy Halloween.

 Bruce lays two roses on Thomas and Martha Wayne's graves.

					 BATMAN
		  ...Tonight it ends.

387						DICK (OVER)					
387
		  What the hell do you mean, it ends?

 WIDER

 INT.  BATCAVE

 Bruce and Dick are in mid-conversation.

					 BRUCE
		  From this day on, Batman is no more.

 Bruce hits a switch. The machines in the cave go dark.

					 DICK
		  You can't-.

					 BRUCE
		  Dick, let go. Revenge will eat you
		  alive. Trust me. I know.

					 DICK
		  But what about all the people man we can
		  help all the people who are in troble? There are 
monsters out there and gangs and drugdealers.
		  Gotham and the projects needs us.

					 BRUCE
		  And when you finally get selina?

 Dick looks away.

					 BRUCE
		  Exactly. And once you'd killed her
		  you'd be lost. Like me.
				 (off the cave)
		  All this has to be a choice.
		  Otherwise...it's a curse.

					 DICK
		  Bruce, you can't dawg.

					 BRUCE
		  Chase is coming for dinner. Why
		  don't you join us.

 And with that, Bruce turns, heads up into the house. Dick
 stands all alone in the still, dark cave.

 (OVER) A doorbell RINGS.

388	 EXT.  WAYNE MANOR									
388

 Alfred opens the doors to the Trick or Treaters we saw
 earlier. Hands out bags of candy.

389	 EXT.  WAYNE MANOR - ACCESS ROAD						 
389

 A mysterious van sits parked on the gravel byway.

390	 INT.  VAN										 
390

 Two-Face, Riddler, and men sit watching the manor.

391	 RIDDLER - POV. A taxi pulls up. Chase emerges as the Trick    
391
 or Treaters leave.

392						RIDDLER						 
392
		  And today not even my birthday.

 catwoman couldn't care less about Chase. SHe tosses his
393	 coin. HOLD ON the spinning faces as (OVER) we hear...	  
393

					 CATWOMAN
		  Bruce, Batman. Bruce, Batman.

394	 INT.  COSTUME VAULT, BATCAVE - NIGHT					 
394

 Opens with a HISS. Dick passes the Batman costumes until
 he comes to a standing figure different from the rest.

 His Robin costume.  He packs to leave forever.

395	 EXT.  WAYNE ESTATE								  
395

 Dick rides his motorcycle through the protective hologram
 of the trees, heading away into the dark night.

396	 INT.  WAYNE MANOR - DINING ALCOVE - NIGHT				 
396

 Intensely romantic. Filled with live roses, Alfred leaves
 having served an intimate candlelight dinner to Bruce and
 Chase.

					 BRUCE
		  There's something I want to talk
		  with you about. It's...Well, we..
		  I...

					 CHASE
		  Okay, tiger, take it slow. You going
		  to give me your pin or something?

 Bruce LAUGHS. He's obviously having trouble.

					 CHASE
		  Let me go first, okay? I think I've
		  found something. About your dreams.
		  I pulled the files on your parents'
		  murders and jack Napier . There was a missing diary,
		  Bruce. Alfred told the police your
		  father always kept it on his desk.
		  But the day after the murders, it
		  was gone. Maybe that's the book
		  you're-

 But Bruce isn't listening. He's pressing his eyes. Hard.

397	 BRUCE - POV. A series of images. The coffins. The book. The   
397
 run through the stormy night. The fall. The bat.

398						CHASE						 
398
		  What is it? What's wrong?

					 BRUCE
		  Flashes. Images. Of that night.

					 CHASE
		  Your memories are repressed. They're
		  trying to break through. Relax. Try
		  to remember-.

					 BRUCE
		  I don't want to remember!

					 CHASE
		  Stop fighting.

 A long beat. Then Bruce Wayne surrenders, leans back.
 Closes his eyes. Remembers.

					 BRUCE
		  My parents are laid out in the
		  library. Their skin smells like
		  talcum powder. I'm so small. My
		  father's diary is on his desk like
		  always. I'm opening the book.
		  Reading. I'm running out into the
		  storm. The book is in my hands. I
		  can't hear my screams over the rain.
		  I'm falling...

					 CHASE
		  What does it say? What hurts so
		  much, Bruce? What does the book say?

					 BRUCE
		  I don't-.

					 CHASE
		  You do know. Try.

 Bruce opens his eyes. Clear. He remembers.

					 BRUCE
		  The last entry read, Bruce insists
		  on seeing a movie tonight.
				 (a beat)
		  Bruce insists. I made them go out. I
		  made them take me to the movie. To
		  that theater...
				 (finally)
		  It was my fault. I killed them.

					 CHASE
		  Oh God, Bruce, you were a child. You
		  weren't responsible.

					 BRUCE
				 (to himself)
		  ...Not the bat?

					 CHASE
		  What?

					 BRUCE
		  I always thought it was the bat that
		  scared me that night that changed
		  my life. But it wasn't. The real
		  fear was hiding underneath: what I
		  read in the journal, that my parents'
		  deaths were my fault. That's what I
		  couldn't remember. That's the crime
		  I've been paying for all these
		  years.

					 CHASE
		  What are you talking about?

					 BRUCE
		  Chase. There's something I need to
		  tell you--

 (OVER) The doorbell RINGS.

399	 FRONT DOOR										
399

 Alfred peers out to a sea of Halloween Masks.

					 LITTLE VOICE
		  Trick or Treat?

 Alfred grabs his candy bags as he opens the door to...

400	 The Riddler, catwoman and the Thugs.					 
400

					 RIDDLER
		  Trick.

 He CRACKS Alfred on the head with his cane. Down he goes.

					 CATWOMAN
				 (to his thugs)
		  Get the girl.

401	 INT.  DINING ALCOVE								 
401

 (OVER) A COMMOTION.

					 BRUCE
		  What the hell?

 Thugs appear at both doorways.

 Bruce moves fast as he grabs a silver serving tray, flips
 it into one of the screaming Thugs' faces, swings the
 platter into the other's head. Two down.

 Bruce grabs Chase's hand and they're out the door, racing
 fast, several more henchmen in close pursuit.

402	 MEANWHILE										 
402

 The Riddler uses the scanner in the head of his cane to
 locate and open the secret door to the Batcave.

403	 INT.  HALLWAY									  
403

 Bruce and Chase race towards the stairway. Bruce pulls
 standing display suits of armor to the floor as he goes,
 blocking the Thugs' way.

404	 INT.  BAT CAVE									 
404

 Riddler has found heaven. From his pouch he produces tiny
 green bombs shaped like bats. He winds one up, its head
 SCREECHING with each twist of the neck, lets it fly.

					 RIDDLER
		  What's that I hear?

405	 Like a tiny bat, the first bomb flies into the video		
405
 wall. A tremendous EXPLOSION.

406						RIDDLER						 
406
		  Why it must be the fat lady getting
		  ready to sing.

407	 The next bat-bomb flaps into the costume vault. BLOWS	  
407
408	 it completely. The crime lab EXPLODES next.			  
408

409	 The Riddler winds a bunch of bat-bombs now, lets them	  
409
 fly. The tiny green bats sail high forming a giant
 question mark in mid-air before plummeting suddenly in
 formation down into the cockpit of the Batmobile.

410						RIDDLER						 
410
				 (joker's favorite line)
		  Gonna have a hot time in the old
		  town tonight.
				 (a beat)
		  Who used to say that? Somebody
		  always used to say that.

411	 The car EXPLODES.									
411

412	 INT.  WAYNE MANOR - GRAND STAIRCASE					
412

 Bruce and Chase flee up the giant staircase, the Thugs a
 step behind. One two-toned bad-guy leaps forward, gets a
 fistful of Chase's dress. She goes down. Looks like she's
 done for. At the last moment, Chase gives a mighty kick
 and the Thug topples backwards, down the stairs.

 Bruce is holding off a couple more, closing near the top
 step. He spins, a powerful roundhouse clocking one in the
 head, sending him backwards down the stairs.

					 BRUCE
		  Go!

 Chase moves behind him, up to the landing, turns to see
 Bruce fell another with a spinning back kick, a third
 with a flying back-fist.

 Bruce and Chase race to the top of the stairs.

413	 catwoman stands on the floor below. Just the moment he's
 been waiting for.

			 CATWOMAN
		  See ya.

 SHe SHOOTS. The bullet grazes Bruce's head. He falls down
 the grand staircase.

 CHASE SCREAMS as Thugs grab her.

 BRUCE hits the floor. Hard. No movement. None at all.

					 CATWOMAN
		  Bruce, you sure know how to throw a
		  party.

 catwoman stands over the prostrate form. Draws her gun. SLAMS
 in a new clip of ammo.

					 RIDDLER (OVER)
		  Sheath your weapon my impetuous
		  cohort.

414	 Riddler has appeared from the Batcave.				  
414

					 CATWOMAN
		  We want to dust him. We truly want
		  to dust him bad.

					 RIDDLER
		  Oh yes, and certainly _WE_ will!

 Riddler walks over to the unconscious Wayne. Kneels.
 Looks at him, tender, like a lover. Caresses his face.

					 RIDDLER
		  My poor sweet hero.

 He stands, kicks him hard in the rib cage. Bones CRACK.

					 RIDDLER
		  We'll kill him alright. But first...
				 (calling)
		  Boys.

 With that, the Thugs drag out a freshly bound Chase.

					 CHASE
		  Bruce!

 Riddler drops an envelope (RIDDLE #4) on Bruce.

					 RIDDLER
		  ...We're going to make him suffer.

415	 INT.  BATCAVE									  
415

 Sputtering. Burning.

416	 THE COSTUME VAULT									
416

 BATSUIT - CLOSE. Surrounded by licking flames, the Bat
 emblem begins to melt.

 DISSOLVE TO

417	 BRUCE'S EYE - CLOSE								 
417

418	 ZOOM IN											
418

 as we fall again into a dark hole, the Monarch Bat flying
 straight at the CAMERA, his red eye filling the SCREEN.

 DISSOLVE TO

419	 BRUCE'S EYE - CLOSE								 
419

 WIDER

420	 INT. BRUCE'S BEDROOM - MORNING						
420

 Bruce is in bed, head bandaged. Alfred is walking a
 doctor to the door.

					 DOCTOR
		  The injuries are relatively minor.
		  The shot did cause a concussion.
		  Watch for headaches. Memory lapses.
		  Odd behavior. I'll check back in a
		  few days.

 Alfred ushers him out, returns to Bruce's bedside.

					 ALFRED
		  How are you feeling, young man?

					 BRUCE
		  Not that young. It's been a long
		  time since you've called me that.

					 ALFRED
		  Old habits die hard. Are you
		  alright?

					 BRUCE
		  As well as can be expected, I guess.
		  Give me the bad news.

					 ALFRED
		  Dick has run away. They have taken
		  Dr. Meridian. And I'm afraid they
		  found the cave, sir. It's been
		  destroyed.

 Bruce looks up at Alfred, eyes narrow, puzzled.

					 BRUCE
		  The case? What cave?

421	 EXT.  POLICE HEADQUARTERS ROOFTOP					  
421

 The Batsignal lights the sky. Gordon paces.

					 GORDON
		  Where is he?

 A concerned DEPUTY emerges onto the roof.

					 DEPUTY
		  The Mayor's called again.
				 (off the signal)
		  He's not going to show. Maybe he's
		  hurt sir. Maybe he's--.

					 GORDON
		  No!
				 (not so sure)
		  ...No.

422	 INT.  BATCAVE									  
422

 Or what's left of it. Melted ruin and rubble. Bruce
 stands with a worried Alfred, surveying the landscape.

					 BRUCE
				 (disbelieving)
		  I'm Batman? I remember my life as
		  Bruce Wayne.
				 (looking around)
		  But all this. It's like the life of
		  a stranger.

					 ALFRED
		  Perhaps the fall...

					 BRUCE
		  There's one other thing. I feel..

					 ALFRED
		  What?

					 BRUCE
		  ...Afraid.

					 ALFRED
		  Bruce. Son. Listen to me. You are a
		  kind man. A strong man. But in truth
		  you are not the most sane man.

					 BRUCE
		  ...A bat.

					 ALFRED
		  What?

					 BRUCE
		  I remember a bat. A monster. A
		  demon. Chasing me.
				 (child's terror)
		  Oh my God, Alfred.

					 ALFRED
		  No demons, son.
				 (touching his head)
		  Your monsters are here. Until you
		  fact that, I fear you will spend
		  your life fleeing them.

423	 INT.  RIDDLER'S CONTROL ROOM

               Riddler sits on his throne, absorbing pulses of neural
 energy, his head growing.

					 RIDDLER
		  It's happy time Gotham. Have you
		  hugged your little boxes today?
				 (singing)
		  I'm in heaven. I'm in heaven with a
		  girl like you.

424	 WIDER											
424

 Chase has been chained to the floor of his throne.

					 CHASE
		  Batman will come for me and he will kick your ass.

					 RIDDLER
				 (singing)
		  Someday my bat will come. Some day
		  my bat will come.
				 (suddenly lethal)
		  I'm counting on it.

 He puts his face close to Chase's.

					 CHASE
		  You're frying your brain.

					 RIDDLER
		  Nap time gorgeous.

 The Riddler draws a hypo filled with green liquid. He
 plunges it into her neck as she passes out.

425	 INT.  BATCAVE									  
425

 Bruce stands before a dark, rocky mouth. Through this
 passage, the cave as it once was, sweating granite, a
 shifting world of shadow.

 Bruce steps inside.

426	 INT.  INNER BATCAVE								 
426

 FAVOR BRUCE as he walks deeper into the darkness. The
 walls around him undulate, as if covered in water.

427	 WALLS - CLOSER. The movement isn't water at all. It's the	
427
 restless shrugging of bats. Thousands of bats.

428	 Bruce presses on. Sweat beads on his face.				
428

 Ahead, a diffusion of moonlight illuminates a curving
 rock chamber, bats here too bringing the walls to life.

 Bruce moves into the moonlight. Looks up.


429	 BRUCE - POV. A narrow chute. The fall he took as a child.	
429

 He kneels, there on the floor, worn by years of weather,
 a single book. A diary.

 Bruce kneels, touches the leather cover, fingers
 lingering for a moment on his father's embossment, before
 he turns yellowed pages to the last entry. Painfully, by
 moonlight, he reads.

					 BRUCE (OVER)
				 (dreaded confirmation)
		  Bruce insists on seeing a movie
		  tonight...

 He pauses, gathers himself. He continues.

					 BRUCE (OVER)
		  But Martha and I have our hearts set
		  on Zorro, so Bruce's cartoon will
		  have to wait until next week.

 Bruce stares at the book in disbelief. Then he looks up
 at the moonlight, tears streaming down his face.

					 BRUCE
		  ...Not my fault. It wasn't my fault.

430	 Suddenly, in the darkness ahead, a dark shape moves, head	
430
 rising, slits opening to reveal two blood red eyes.

 The giant monarch bat spreads its wings, huge, as it
 rises, suddenly airborne, rushing toward him.

431	 BRUCE - CLOSE. And terrified. He turns to run. The bat's	 
431
 flapping wings BEAT like drums, closing fast.

 Bruce holds his ground. Resolved. He turns and faces the
 monster, SCREECHING towards him, glistening fangs barely
 inches from his face.

 Something remarkable happens. The bat holds its
 position, stares into Bruce's eyes, wings spreading wide.

 A beat. Then Bruce raises his arms, a living mirror. The
 two stand facing each other, man and bat. In the moon-
 light on the wall, their shadows begin to blend, to
 merge, becoming one _SHIMMERING WHITE LIGHT!_

432	 INT.  BATCAVE									  
432

 The mouth of the inner cave. A sudden SCREAMING DIN as a
 storm of bats explode into the cave, a shooting column of
 life and there, from within, steps a man.

433	 REVERSE ANGLE									  
433

 ALFRED stands at the entrance.

					 ALFRED
		  Master, Bruce?

					 BRUCE
		  ...Batman, Alfred. I'm Batman.

434	 EXT.  NIGHT SKY									
434

 The Batsignal shines. Suddenly the air above the familiar
 circle begins to shimmer and glow, becoming...

 A giant green question mark. The Batsignal itself is now
 just the small period at the symbol's bottom.

435	 INT.  BATCAVE - NIGHT								 
435

 Bruce stands at the ruined control platform. Riddles are
 spread before him. Including the most recent.

					 BRUCE
		  All the answers are numbers.

					 ALFRED
		  But 1, 3, 1, 8, & 5. What do they mean?

					 BRUCE
		  What do maniacs always want?


					 ALFRED
		  Recognition, of course.

					 BRUCE
		  Precisely. So this number is
		  probably some kind of calling card.

 Bruce stares at the numbers. Adds them: 18. Squares them:
 1916425. No luck. Starts again, separating them: 13/18/5.

					 BRUCE
		  Letters in the alphabet.

					 ALFRED
		  Of course. 13 is M....MRE.

					 BRUCE
		  How about, MR. E.

					 ALFRED
		  Mystery.

					 BRUCE
		  And another name for Mystery?

					 ALFRED
		  Enigma.

					 BRUCE
		  Exactly. Mr. E. Mister Edward Nygma.

436	 INT.  STONE STAIRCASE								 
436

 Bruce leads Alfred through a secret stairway.

					 BRUCE
		  Good thing Mr. E. didn't know about
		  the cave under the cave.

437	 INT.  SUBTERRANEAN CAVE							  
437

 Dark, jagged, surrounded by water. Here, the Batwing and
 Batboat are stored.

					 ALFRED
		  What now sir?

					 BRUCE
		  Claw Island. Nygma's headquarters.
		  I'm sure that's where they're
		  keeping Chase.
				 (realizing)
		  Are all the Batsuits destroyed?

					 ALFRED
		  All except the prototype with the
		  sonar modifications you so
		  disapprove of. But it hasn't yet
		  been tested.

					 BRUCE
		  Tonight's a good night.

438	 CLOSE ON - Batman's fist being shoved into a new gauntlet.    
438

439	 CLOSE ON - Batman's new boot snapping shut.			  
439

440	 CLOSE ON - the improved Utility Belt buckling on firmly.	 
440

441	 CLOSE ON - the new cowl sliding down over Batman's head.	 
441

442	 PULL BACK TO REVEAL								 
442

 The Batman - a darker enemy to fear.

					 BATMAN
		  What do you suggest, Alfred. By see or by air?

					 DICK (OVER)
		  Why not a nigger wit you cuz?

 A figure steps out of the shadows. Dick.

 The cape is now black, yellow on the inside only. A red
 armored vest compliments green tights with knee armor, a
 utility belt and flexible black boots.

					 BATMAN
		  Dick... Where did you get that suit?

					 ALFRED
		  I...um..the libery sir and dick and i designed

					 DICK
		  I thought you could use a homie and you in some deep 
shit.

 Bruce stares at him a beat.

					 BATMAN
		  Not a homie.

 He extends his hand.

					 BATMAN
		  A partner.

 The Dynamic Duo clasp hands.

443	 EXT.  WAYNE MANOR - TENNIS COURT - NIGHT				
443

 Fast clouds. Bowing trees.

 Suddenly, the entire tennis court slides away.

 The Batwing rises into the night sky.

444	 EXT.  STORM DRAIN									
444

 The Batboat hits the water.

445	 EXT.  ROOFTOP OF POLICE HEADQUARTERS - NIGHT			 
445

 Commissioner Gordon and his deputy, standing vigil under
 the false moon of the Batsignal.

					 GORDON
				 (finally)
		  He's not coming. Shut it down.

 The Deputy reaches for the power switch. Suddenly, a ROAR
 cuts the night.

446	 ANGLE UP TO										 
446

 The Batsignal. The ROAR grows louder. Light and shadow
 dance, for a second it seems the Batsignal itself is
 flying toward us. Suddenly --

 The Batwing bursts _through_ the signal.

447	 The dark plane BUZZES Police Headquarters, dipping a wing	
447
 to Gordon.

448	 A triumphant Gordon waves Batman onward.				
448

449	 INT.  COCKPIT									  
449

 Working the controls, Batman is back.

450	 EXT.  GOTHAM HARBOR - NIGHT							
450

 Still, night waters.

 Suddenly, the Batboat, running silent and dark, cuts
 across the harbor.

451	 Dick is at the helm, wearing night-vision goggles.		
451

452	 DICK'S POV -- INFRA-RED. Claw Island looms ahead.		 
452

453	 SEARCHLIGHTS										
453

 atop the island headquarters pop on, one by one, flooding
 the water with light.

454	 INT.  RIDDLER'S CONTROL CENTER - NIGHT				  
454

 The Riddler and catwoman stand clutching controls on
 opposite sides of a holographically generated game of
 Battleship.

 Each is firing tiny blips at the small dot crossing the
 floating screen.

					 RIDDLER
		  A-14.

					 CATWOMAN
		     Miss.

455	 EXT.  GOTHAM HARBOR - NIGHT							
455

 A mortar EXPLODES aft of the Batboat, shooting a WATER
 SPOUT high in the sky.

456	 INT.  RIDDLER'S CONTROL CENTER - NIGHT				  
456

					 CATWOMAN
		  B-12.

					 RIDDLER
		  A miss. And my favorite vitamin, I
		  might add.

457	 EXT.  GOTHAM HARBOR								 
457

 Another EXPLOSION to stern.

 Dick is thrown as a third shell hits the Batboat. The
 craft EXPLODES.

458	 INT.  NYGMATECH - RECREATION ROOM					  
458

					 CATWOMAN
		  A hit.

					 RIDDLER
		  You sunk my battleship.

459	 EXT.  GOTHAM HARBOR - NIGHT							
459

 Dick slips a re-breather into his mouth. Dives
 underwater, starts to swim towards Claw Island.

460	 UNDERWATER										
460

 A SPEAR shoots past leaving a trail of bubbles. Another.

461	 A HIDDEN BUNKER									
461

 issues a stream of armed frogmen.

462	 EXT.  GOTHAM HARBOR - NIGHT							
462

 The BATWING soars over the water.

463	 INT. BATWING COCKPIT								
463

 INFRA-RED SCREEN - CLOSE

 A Dick blip, besieged underwater by frogmen blips.

464	 EXT.  CLAW ISLAND - NIGHT							
464

 A laser shoots from the top of the stronghold, neatly
465	 severing one of the Batwing's wings.					 
465

466	 EXT.  BATWING - GOTHAM HARBOR - NIGHT					
466

 The Batwing dives straight into the river.

467	 INT.  COCKPIT									  
467

 BATMAN - POV - THROUGH THE WINDSCREEN. The water comes up
 fast, a rushing EXPLOSION.

468	 EXT.  GOTHAM HARBOR - UNDERWATER						
468

 Dark panels shift, sealing wheel hubs, growing sleek fins
 as the Batwing morphs now into the Batsub.

469	 UNDERWATER										
469

 Two frogmen hold Dick by arms and legs as several more
 swim towards him with exposed knives.

470	 THE BATSUB										
470

 BLASTS over an underwater reef.

471	 A TORPEDO TUBE - CLOSE. FIRES a dark rocket towards the	
471
 frogmen at blinding speed.

472	 A FROGMAN - CLOSE. Spins.							
472

473	 FROGMAN'S POV - THROUGH MASK. The torpedo racing towards	 
473
 him unfurls to reveal...Batman.

474	 BATMAN'S FIST smashes the glass of the Frogman's mask.	 
474

475	 THE THUG rises in a mass of bubbles.					 
475

476	 DICK uses the distraction and kicks free. Batman and Dick	
476
 take on the frogmen, hand to hand.

477	 EXT.  CLAW ISLAND SHORE - NIGHT						 
477

 Batman and Dick break the surface. Dick discards his re-
 breather. Climbs onto the shore.

					 DICK
		  YO-YO dawg we back up the joint metal, Batman.

					 BATMAN
		  What?

 Dick takes a few steps forward, kneels.

					 DICK
				 (off the rusted floor)
		  The ground. It's metal and its full
		  of holes. You know. dawg.

					 BATMAN
		  This place was a refueling station
		  for subs during the war...

 Just as Batman starts to climb out of the water (OVER) a
 horrendous CRUNCHING as Dick begins to rise.

478	 WIDER											
478

 The island surface is actually the top of a tremendous
 metal sphere balanced atop an enormous cylindrical oil
 tank, rising, now, fast out of the water.

					 BATMAN
		  Dick.

479	 Batman throws a Batarang but it glances off the side of	
479
 the sphere.

480	 WIDER											
480

 Batman stands staring up at Dick, who stands alone atop
 the metal sphere now near five stories high.

 No way up. Batman spots a rusting access panel in the
 giant support cylinder. He RIPS it off and climbs inside.

481	 EXT.  DOME										
481

 Dick stands looking down at the ocean.

					 CATWOMAN (OVER)
		  The Bat or the Bird. We couldn't
		  decide who got to kill who.
				 (a beat)
		  Or is it whom?

 Dick spins. catwoman has emerged from a hatch atop the
 dome. He stands smiling at Dick, a knife in his hands.

					 CATWOMAN
		  We flipped for it. We got you.

 CATWOMAN'S leap is savage, catching Dick by the throat.

482	 WIDER											
482

 The two slide down the sloping edge of the dome, their
 descent stopped by a narrow, rusting metal lip.

 catwoman SMASHES Dick's head into the side of the dome.
 Once. Twice. Three times.

					 CATWOMAN
		  What's wrong, circus-boy? No mommy
		  and daddy to save you?

 catwoman raises his blade over the dazed Dick. Brings it
 down fast.

 Dick rolls clear, the blade wedging into the rusted metal
 surface. All the time Dick needs. He back-flips erect,
 kicks catwoman hard in the head.

					 DICK
		  For my mama.

 A flying front kick to the chin.

					 DICK
		  For my dad.

 A spinning back kick knocking him to his knees.

					 DICK
		  For Chris.

 Dick hauls off and smashes him in the face.

					 DICK
		  For me.

 The punch sends catwoman rolling down the side of the
 dome, fingers raking sloping steel, finding no purchase.

483	 At the last second, catwoman grabs a small metal dimple	
483
 on the belly of the dome's curve, hanging on for dear
 life, feet kicking wildly over the abyss.

					 CATWOMAN
		  how could you i'm a woman......
		  torn from the lady's eyes. Justice
		  will be served.

 The rusting metal bulge starts to tear and break.

					 CATWOMAN
		  You're a man after my own heart,
		  son.

 The metal breaks free.

					 CATWOMAN
				 (grinning)
		  See you in hell.

 catwoman's hands tear through the rust. He falls.

484	 DICK'S HAND grabs him.

 WIDER

 Dick hoists him to safety.

					 DICK
		  No. I'd rather see your convinceted ass in jail 
sucker.

					 CATWOMAN
		  The Bat's taught you well. Noble.

 catwoman spins, a gun suddenly in his hand, pressing now
 into the flesh between Dick's eyes.

					 CATWOMAN
		  A mistake. But definitely noble.

 catwoman COCKS the trigger.

485	 INT.  CYLINDER									 
485

 Immense. Empty. Just the CRASHING surf and rocks below.
 Batman looks up. The ceiling is...

486	 A GIANT STEEL GRATE flush with the sides of the cylinder.	
486
 Batman loads a Batarang into his launcher. FIRES.

487	 THE BATARANG flies high, secures purchase on the grate.	
487

488	 BATMAN attaches the cable to the winch on his belt.		 
488
 Begins rising fast.

489	 THE GRATE BOLTS									
489

 EXPLODE, causing the giant grate to fall towards Batman.

490	 BATMAN twirls on the rope so he is rising upside down,	 
490
 his feet racing towards the plummeting grate. He hits a
 switch on his utility belt-

491	 THRUSTERS										 
491

 on his new Batsuit ROCKET him feet first towards the
 descending grate.

492	 IMPACT! The grate flips like a pie pan. Batman lets go of	
492
 the wire, cutting his thrusters and tumbling in mid-air
 so his hands now extend before him. He grabs one of the
 steel girders in the darkness overhead.

493	 Batman hangs, watching the now dislodged grate fall to	 
493
 the watery depth below. A beat. He hoists himself onto a
 steel platform to face...

                        INT.  RIDDLER'S CONTROL ROOM						  
494

 The Riddler sits across the room in his throne, a huge
 antenna shooting up into the night sky behind him through
 a round hole in the dome. A large ring of Green Neon
 encircles him, feeding him more and more brain power.

					 RIDDLER
		  Welcome to my parlor said the
		  Riddler to the Bat. How's tricks?

					 BATMAN
		  No more tricks, Edward. Release
		  Chase and Dick. This is between you
		  and me.

 catwoman steps from behind The Riddler.

					 CATWOMAN
		  And me and i told that whore about our reletionship.

					 BATMAN
				 (off the antenna)
		  ...Of course. The Box does more
		  than enhance neural energy. You've
		  been sucking Gotham's brainwaves.

					 RIDDLER
		  And now it's new. Improved. Better
		  than ever.

495	 SCREENS - CLOSE - Endless schematics of flickering brains.    
495

496						BATMAN						
496
		  ...The jolt I felt in the beam at
		  your party.
				 (getting it)
		  You've devised a way to map the
		  human brain. To read men's minds.

					 RIDDLER
		  Oh, Bruce, you are clever. How
		  fitting that numbers lead you to me.
		  For numbers will crown me king. My
		  Box will sit on countless TV's
		  around the globe, mapping brains,
		  giving me credit card numbers. Bank
		  codes. Safe combinations. Numbers of
		  infidelities. Of crimes. Of lies
		  told. No secret is safe from my
		  watchful electronic eye. I will
		  rule the planet. For if knowledge is
		  power then tremble world, Edward
		  Nygma has become a God.
				 (to selina)
		  Was that over the top?  I can never
		  tell...
				 (to Batman)
		  By the way, B-man, I got _your_
		  number.

497	 SCREENS - CLOSE form a towering picture of Batman.		
497

498	 OTHER SCREENS - CLOSE form a towering picture of Bruce.	
498

499	 The images collide, forming a half Bruce, half Batman.	 
499

					 RIDDLER
		  I've seen your mind. Yours is the
		  greatest Riddle of all. Can Bruce
		  Wayne and Batman ever truly coexist?
		  Stop me if I'm wrong here.

 Batman remains stoic, but The Riddler is right on.

					 RIDDLER
		  So let's help you decide, once and
		  for all, who you really are. Behind
		  Curtain #1...

 A curtain rises: Chase in a cylinder, bound unconscious.

					 RIDDLER
		  The captivating Dr. Chase Meridian.
		  Love of Bruce Wayne's life. Behind
		  curtain #2...

 Another curtain reveals: Dick in similar peril.

					 RIDDLER
		  Batman's one and only partner.
				 (a beat)
		  Below, my personal favorite...

500	 TRAP DOORS										
500

 beneath Chase and Dick open wide. ANGLE DOWN to the
 jagged rocks and crashing surf below.

					 RIDDLER
		  A watery grave!

501	 A BUTTON - CLOSE. Shaped like a glowing green skull.		
501

502						RIDDLER						 
502
		  A simple touch and five seconds
		  later these two day players are so
		  much gull feed on the rocks below.
		  Not enough time to save them both.
		  So who will it be? Bruce's love?
		  Batman's partner? You decide. Is
		  this fun or what?

					 BATMAN
		  Edward, you've become a monster.

					 RIDDLER
		  You flatter me. No monster. Just The
		  Riddler, and here's yours. What is
		  without taste or sound, all around,
		  but can't be found? On your mark,
		  get set...

 The Riddler reaches for the button. Batman steps forward.

503	 ANGLE from the water below.							
503

 The floor between where Batman stands and the Riddler's
 throne platform is translucent. A hologram masking a
 tremendous gap. Batman is about to step into an abyss.

504	 Batman stops short. Looks up at Riddler.				
504

					 BATMAN
		  Death.
				 (louder)
		  Death. Without taste, sound and all
		  around us.
				 (getting it)
		  Because there is no way for me to
		  save them or myself. This is one
		  giant death trap.

					 RIDDLER
		  Excellent. See. Who says a guy in a
		  rubber suit can't be smart? Well,
		  it's been grand. Sorry you all have
		  to die now.

 Riddler touches the skull button. (OVER) A SCREECH.

 Batman looks up.

505	 HIGH ABOVE the Riddler's antenna a giant monarch bat		
505
 glides across the night.

506	 THE BAT - CLOSE.									 
506

507	 BATMAN - CLOSE. No fear. A moment of communion.			
507

					 BATMAN
		  Wait. I have a riddle for you.

					 RIDDLER
		  For _me_? Really? Tell me.

					 BATMAN
		  I see without seeing. To me,
		  darkness is as clear as daylight.
		  What am I?

					 RIDDLER
		  Oh please. You're blind as a bat.

					 BATMAN
		  Exactly!

 Batman SLAMS his Utility Belt, releasing a high energy
 Batarang which he hurls at the Riddler's huge antenna.

508	 THE BATARANG										
508

 SMASHES into the Riddler's antenna. A tremendous
 EXPLOSION of sparks as the transceiver short circuits.

					 RIDDLER
		  No!

 The room goes pitch black.

509	 RIDDLER'S FINGER - CLOSE. Hits the skull button.		  
509

510	 DICK AND CHASE									 
510

 drop, plummet through space.

511	 BATMAN - CLOSE. Two metal lids SHUT over Batman's eyes.	
511

512	 BATMAN'S POV - INSIDE THE MASK						
512

 Small sonar screens on the back of Batman's eyepieces
 reveal the phantom floor and the wild criss-cross of
 interconnected steel beams and the crashing ocean below.

513	 BATMAN											 
513

 throws another Batarang, which lassos a beam overhead,
 swings forward, grabbing a falling Chase as he passes,
 depositing her on a steel platform.

514	 BATMAN - POV (SONAR SCREENS). Dick drops to certain death.    
514

515	 BATMAN											 
515

 dives towards the sea below as he whips another Batarang
516	 around a passing girder. He catches Dick just above the	
516
 rocks precisely as the Batrope pulls taught, using the
 bat-winch to shoot them back up to the platform.

517	 BATMAN - POV (SONAR SCREENS)						  
517

 As he rests Dick on the platform beside Chase. Suddenly
 his world flares a blinding white.

518	 CATWOMAN										  
518

 stands on the platform before him, a halogen light
 strapped around his head, blinding Batman's sensors.

 catwoman brandishes his gun.


					 CATWOMAN
		  All those heroics for nothing. No
		  more riddles, no more curtains one
		  and two. Just plain old curtains.

 SHe COCKS the trigger.


					 BATMAN
		  Haven't you forgotten something,
		  selina? You were always the sweet little cat
		  what happen you've gone mad killing a young boys 
parents....

 selina looks at batman then she looks at chase and you can see the 
rage in her eyes.

					 CATWOMAN
		  i thought you always loved me bruce.
		  
 SHe takes out A famous whip and flips it. Batman starts
 to reach for his Utility Belt, to out-smart selina. But
 dick comes out of nowhere and kicks her and she falls out of the cliff 
BUT SHE STILL HANGS ON THE


					CATWOMAN
		  No!

519	 As catwoman reaches out to keep her ass up, She loses her GRIP	
519
 and falls to the rocks and angry sea below.

					 BATMAN
		  Help Chase. I'll be back.

					 CHASE
				 (groggy)
		  Did selina call him Bruce?

					 DICK
		  yo-yo he did'nt say that girlfriend you know what i'm 
saying G.

520	 Batman starts scaling girders, pulls himself back into...	
520

521	 INT.  RIDDLER'S CONTROL ROOM						  
521

 The lights are still down but the antenna's functioning
 again, the Riddler in his throne, absorbing pulses of
 neural energy. Too much. his entire head seems to
 distort, fluctuating in size and wavering.

					 RIDDLER
		  Why can't I kill you? Now there's a
		  riddle?
				 (more juice)
		  Not smart enough. Find a way.
				 (more juice)
		  Too many questions.
				 (more juice)
		  Why you and not me?
				 (more juice)
		  Why me?
				 (more juice)
		  Why??!!

 Batman SLAMS the power switch, the throne going dark.

 EDWARD - CLOSE. Knees drawn to his chest. Pathetic.

 WHIMPERING. Mad.

 Batman looks down, his eyes sad, compassionate.

					 BATMAN
		  Poor, Edward. I had to save them
		  both. You see, I am Bruce Wayne and
		  Batman. Not because I have to be.
		  Now because I choose to be.

 Batman reaches out to Edward. Ed jerks in fear, looks up.

522	 EDWARD'S POV - Coming towards him, not Batman, but a		
522
 hideous demonic giant bat.

523	 EDWARD - CLOSE. SCREAMS							  
523

524	 EXT.  ARKHAM ASYLUM - NIGHT							
524

 Another stormy night.

525	 INT.  MAXIMUM SECURITY WING							
525

 harvey dent walks the corridor with Chase.

					 HARVEY DENT
		  Edward Nygma has been screaming for
		  hours that he knows the true
		  identity of Batman AND he never got any.

 They reach Edward's cell.

526	 THEIR POV -- INT.  PADDED CELL						
526

 Lit only by the moon. Chase speaks through the small
 barred set into the heavy door.

					 CHASE
		  Edward...

					 EDWARD
		  Who is it?

					 CHASE
		  It's Dr. Meridian. Chase. Do you
		  remember me?

					 EDWARD (O.S.)
		  How could I forget?

					 CHASE
		  mr. dent tells me you know who
		  Batman is.

					 EDWARD (O.S.)
				 (giggle, giggle)
		  Yesssssss. I know!

 Chase and Burton look at each other, on edge.

					 CHASE
		  Who is The Batman, Edward?

					 EDWARD (O.S.)
		  Can't tell if you don't say please.

					 CHASE
		  You're right, Edward. I didn't mean
		  to be impolite. Please.

 No response. Just GIGGLES.

					 CHASE
		  Edward, please. Who is Batman?

 A beat. Suddenly a huge silhouette of a bat appears on
 the padded wall. Into it leaps Edward, the sleeves of his
 straightjacket madly flapping like the wings of a bat.

					 EDWARD
		  I AM BATMAAAAAAANN!!!

527	 EXT.  ARKHAM ASYLUM - NIGHT							
527

 Chase comes down the front steps to find Alfred waiting
 with the Rolls, holding the rear door open.

					 CHASE
		  Alfred?

					 ALFRED
		  Mr. Wayne sent me to pick you up.

528	 INT.  ROLLS - MOVING								
528

 Alfred drives out the front gates of Arkham Asylum.

					 CHASE
		  Where's Bruce?

					 ALFRED
		  He asked me to convey his deepest
		  apologies, Dr. Meridian. But he
		  wanted me to give you this.

 Alfred hands her a small wicker figure. The dream doll.

					 ALFRED
		  He said to thank you. And to tell
		  you he no longer needs it.

 She notices the Batsignal in the night sky.

					 CHASE
		  Does it ever end Alfred?

					 ALFRED
		  No, Miss. Not in this lifetime.

 Chase looks out the car window. In the distance, the
 shape of the bat shimmers against the clouds.

              EXT.  ARKHAM ASYLUM - NIGHT

                   Another stormy night.


529	 ZOOM INTO										 
529

 The Batsignal, filling the screen.

 PAN DOWN

530	 EXT.  TOP OF SKYSCRAPER - NIGHT						 
530

 Batman stands on the edge of the gargoyled building, a
 lone silhouette keeping vigil over the city.

 Then another figure steps up into frame, taking his place
 behind Batman. Their capes billow in the city wind.

 Now there are two guardians of the night: Batman and
 Robin. Beware!

 FINAL FADE TO BLACK.


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