B A T M A N F O R E V E R





Written by

AKIVA GOLDSMAN

PRODUCTION DRAFT

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

June 24, 1994


  1      EXT.  ARKHAM ASYLUM - NIGHT                                    
1

         A castle of shadow. (OVER) RAIN, HOWLING evil wind.

         Sudden lightning CRACKS, illuminates the aged structure,

         the hanging metal sign.

  2      INT.  ASYLUM CORRIDORS - NIGHT                                 
2

         DR. BURTON, the Chief Psychiatrist moves down the old

         hallway, face tense. He steps through a doorway into...

  3      INT.  MAXIMUM SECURITY - NIGHT                                 
3

         Security cells. Criminal maniacs sealed behind protective

         casings.

         A GUARD stands before a heavy door.

                                 GUARD

                   Hell of a night, huh Doc?

                                 BURTON

                   Hell's in here.

         Hydraulics HISS. The cell door unseals.

  4      INT.  SECURE ISOLATION CELL                                    
4

         Small. Walls, ceiling, floor, padded.  A single window

         casts the room in pallid moonlight.

         A figure sits in shadow, bound by the wraps and ties of a

         straight jacket, gaze fixed out the window.

         Lightning flashes, brightening the room. THUNDER CRACKS.

                                 DR. BURTON

                   Mr. Dent...

         No answer. Burton steps closer.

                                 DR. BURTON

                   Counselor...

         Still nothing. Another step.

                                 DR. BURTON

                   Harvey....

         Burton reaches towards the figure.

                                 DR. BURTON

                   Harvey are you alright...

         Burton touches his shoulder. Lightning flashes as...

         THE BODY WHIPS around. An orderly, gagged, sits bound to

         the chair with bedsheets.

         The sheets around the chair have been rigged. Now they

         yank him up so he spins frantically from the ceiling fan.

         Lightning flashes again, illuminating a madman's scrawled

         writing on the wall.

         WRITING - CLOSE. "The Bat Must Die!" THUNDER

  5      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

         (OVER) A NEWSCASTER talks.

                                 NEWSCASTER

                   ...And in Gotham City, ex-District

                   Attorney Harvey Dent escaped from

                   Arkham Asylum for the Criminally

                   Insane.

  8      CLOSER on a single building, its power generated by a          
8

         small but mighty dam below. A glowing sign reads Wayne

         Enterprises.

                                 NEWSCASTER (OVER)

                   Dent, once Gotham's leading

                   contender for Mayor, was horribly

                   scarred during an indictment hearing

                   over a year ago.

         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

         Dent questions a crime boss on the stand. A thug throws a

         vial of acid toward Harvey, searing half his face.

                                 NEWSCASTER (OVER)

                   Dent, whose left-brain was damaged

                   during the assault, launched a

                   grizzly crime spree before being

                   captured by The Batman. He 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 generator 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.

 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.

         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 jumps into the Batmobile.

                                 BRUCE

                          (to Alfred)

                   I'll get drive-thru.

                          (to the car)

                   Go...

 33      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.

 37      ANGLE OUTSIDE THE WINDOW ON                                    
37

         The Batsignal, cutting the darkness.

         PULL BACK TO REVEAL

 38      INT.  SECOND BANK OF GOTHAM - 22ND FLOOR - NIGHT               
38

         A worried THUG peers at the Batsignal out the skyscraper

         window. Across a narrow abyss stands a skyscraper under

         construction, all girders and scaffolding.

 39      In f.g., a spinning silver dollar flips up into frame,         
39

         blocking out the Batsignal.

                                 THUG 1

                   Bat should show any minute, Face.

         A HAND catches the coin, flips it again.

 40      WIDER                                                          
40

         Witness the rakishly handsome profile of HARVEY TWO-FACE

         DENT, the other side of his face hidden in shadow.

                                 TWO-FACE

                   You. Sport. Any thoughts? Counting

                   on Batass to rescue you?

         PULL BACK TO REVEAL

         A SECURITY GUARD, laying on the floor, wrists and feet

         bound, trembling with fear.

                                 TWO-FACE

                   _We_ sure are.

                                 GUARD

                   ...You gonna kill me?

                                 TWO-FACE

                   Might. Might not. Could say we're of

                   two minds on the subject.

                                 GUARD

                   I got family. ...Please.

                                 TWO-FACE

                   What say we flip for it?

         Two-ace shoves the silver dollar under the Guard's nose.

         One side shines in mint condition.

                                 TWO-FACE

                   What could be fairer than the random

                   toss of an honest coin? Life...

         The other side bears deep, disfiguring burns.

                                 TWO-FACE

                   ...or death.

                                 GUARD

                   Please. I swear I won't say noth-

                                 TWO-FACE

                   The coin _wants_ to decide.

 41      Two-Face flips. The coin spins, gleaming, lands on the         
41

         floor only inches from the Guard's face.

 42      Two-Face STOMPS the coin. Winks at the sweating Guard.         
42

                                 TWO-FACE

                   Exhilarating, isn't it?  The

                   suspense? Sudden death or a new

                   lease on life? Really makes a man

                   live in the moment.

         Two-Face removes his foot. Unblemished side up.

                                 TWO-FACE

                   You're in luck. You get to live to

                   whimper another day.

         The Guard SOBS with relief. Harvey's Thugs GRUMBLE.

         Two-Face folds his jacket into a pillow, places it under

         the Guard's head, now the nicest crook in the world.

                                 TWO-FACE

                   That floor has got to be very hard.

                   Is that better?

                                 GUARD

                   Uh, yeah. Thanks, Mr..uh...Face.

                                 TWO-FACE

                   Just call us Harvey. Can we get you

                   a sandwich? A soft drink? Given all

                   the trouble we caused you, how about

                   we cut you in for a share of

                   tonight's haul?

                                 THUG 2

                   Face! For cryin' out loud! You're

                   not gonna pay him--

         Two-Face turns on Thug 2 with a vengeance, shooting out a

         hand that pins the fellow's throat to the wall.

                                 TWO-FACE

                   Did we ask your opinion? The coin

                   has rendered its verdict. This man

                   has a family to take care of. You

                   have a problem with that?

         We now see for the first time the LEFT HALF OF HIS FACE:

         hideously repulsive, an acid eaten mutilation of flesh.

                                 THUG 2

                   Oh no, Face. Anything you say.

 43      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

                   Two-Face?

                                 GORDON

                   Two guards dead. He'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 Harvey?

                   _Two_-Face 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 Two-Face.

                                 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 murderer 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.

 49      INT.  BANK OF GOTHAM - NIGHT                                   
49

         The already crumbling wall behind Two Face EXPLODES. Two-

         Face checks his watch, unfazed, as the giant wrecking

         ball CRASHES into the room within inches of the villain.

                                 TWO-FACE

                   Right on schedule.

         Two-Face's men scramble to the hole, attach chains to...

 50      EXT.  CONSTRUCTION SITE - NIGHT (CONTINUOUS)                   
50

         ...an even thicker chain dangling 30 stories from the

         roof of the construction site.

         FOLLOW THE CHAIN UP as it yanks tight, revealing...

         A BLACKHAWK HELICOPTER already atop the construction

         site, perched on steel beams. REVVING its mighty rotors.

 51      A giant winch aboard the Blackhawk starts to haul the          
51

         safe chain over pulleys up into a cargo hatch.

 52      INT.  - SECOND BANK OF GOTHAM. 22ND FLOOR, NIGHT               
52

         Thug 1 stares out the window.

                                 THUG 1

                   The Bat's taking the bait! What now?

 53      Harvey flips the coin.                                         
53

 54      FOLLOW THE COIN as Two-Face snatches it from mid-air,          
54

         slaps it on his wrist. Bad side up.

 55      ANGLE ON - Two-Face's left side. Scarred, gloating evil.       
55

                                 TWO-FACE

                   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?

                                 TWO-FACE

                   Kill him too.

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

                                 GUARD

                   Wait! You said you'd let me go!

                                 TWO-FACE

                   Never heard of a double-cross?

 56      A DING from the elevators.                                     
56

         The Thugs and Harvey 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

         HARVEY AND THUGS empty magazines. Re-load.

                                 TWO-FACE

                   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!

                                 TWO-FACE

                   Not the guest list we had in mind.

                   Boys, the party's over.

         Two-Face drops a SMOKE GRENADE. Then he leaps directly

         out the hole in the wall. His Thugs take off after him.

 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

         TWO-FACE glides upward, riding the wrecking ball as it

         overtakes the safe, shooting down at Batman.

 64      BATMAN starts scaling the scaffolding after Two-Face.          
64

         He's climbing fast but Harvey 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. Two-Face has reached the chopper.                
70

 71      INT.  HELICOPTER - NIGHT                                       
71

         Two-Face climbs into the chopper's cargo bay.

                                 TWO-FACE

                          (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. Two-Face looks down in fury.

                                 TWO-FACE

                   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

         Two-Face stares out the side of the chopper.

                                 TWO-FACE

                   That was our money.

         Two-Face grabs the controls from the pilot.

                                 TWO-FACE

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

 83      Two-Face 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

         TWO-FACE'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      Harvey GUNS the chopper's engines.                             
97

                                 PILOT

                   Face!!!

 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,

         Harvey walks to the hold, looks down through the hatch at

         the dangling chain below. No Batman.

                                 TWO-FACE

                   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....

         Harvey spins, draws his machine pistol.

                                 PILOT

                   No!

         Too late. Harvey 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. Two-Face staggers towards the pilot's

         chair. He rests free the corpse, regains control.

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

                                 BATMAN

                   Harvey, 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.

                                 TWO-FACE

                   Words of wisdom from our ex-friend?

         Harvey SLAMS Batman's face with his foot. He goes down.

                                 TWO-FACE

                   Mano a Mano a Bato.

         Batman pulls himself back up. Grabs Harvey's foot. Flips

         him to the floor. Drags him half way out of the bird.

                                 BATMAN

                   Surrender.

                                 TWO-FACE

                   Ever been to Arkham, Batman? You'd

                   feel right at home. You took a year

                   of my life. So I'm here to pay you

                   back. There's only one way out of

                   this waltz. One of us dies.

                                 BATMAN

                   I won't kill you, Harvey.

         Batman gets Harvey by the throat.

                                 TWO-FACE

                   Batman doesn't kill? Bullshit.

                          (epiphinous)

                   You're a killer too.

         Somehow Harvey's words seem to shake Batman a beat. It's

         all the distraction Harvey needs.  He 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

         Harvey 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 Harvey standing over the cargo hatch.

                                 TWO-FACE

                   Goodbye old pal.

         With that Harvey leaps through the cargo hatch.

108      Batman stares frozen in disbelief as Two-Face 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 Two-

         Face, 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

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

117      BATMAN FALLING - CLOSE                                        
117

         Batman plummets towards the water. His eyes open.

118      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

                                 TWO-FACE (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 Two-Face? Anyone here

                   heard of him?

         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 (bleep)!

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: Two-Face.

         PULL BACK TO REVEAL

         INT.  TWO-FACE'S HIDEOUT - DAY

         Two-Face turns away, disgusted.

                                 TWO-FACE

                   Batman, Batman, Batman. God, we want

                   that man's blood on our hands.

151      WIDER                                                         
151

         LEATHER sits to one side of Harvey. Ruby lipstick, tight

         leather outfit, a choker o spikes, razor blade earrings,

         stroking a muzzled black doberman.

                                 LEATHER

                   Oh you are most obscene, my

                   frightful grotesque.

         Another set of arms entwine Two-Face.

         LACE, a submissive blonde in Victoria's Secret's lacy

         best nuzzles his good side, pets a white kitten.

                                 LACE

                   Don't listen to her. You're every

                   girl's dream.

                                 LEATHER

                   Waste Dorothy and Toto here, you and

                   me can get down to business.

         Harvey SLAPS Leather, hard.

                                 LEATHER

                   Harder, baby. Hit me again.

                                 TWO-FACE

                   No.

                                 LEATHER

                          (hotter still)

                   Sadist.

         He turns now to Lace, caresses her face gently.

         WIDEN TO REVEAL

         Two-Face's hideaway, divided straight down the middle.

         Lace's half is all light and order. Leather's domain

         looks like an S&M club.

                                 TWO-FACE

                   Too many bats to fry to think about

                   fun. We wanna take him apart limb by

                   hyper-extended limb. Feel his bones

                   crunch in our hands. Beat him until

                   he's as black and blue as that

                   ridiculous rubber suit.

         Without thinking, Harvey steps over the Laceland. His

         demeanor instantly changes, now more reasoned and calm.

                                 TWO-FACE

                   On the other hand, perhaps something

                   slow, a delicious incursion of

                   despair, a campaign to shatter his

                   psyche and bring him crumbling to

                   his knees.

         He wanders back across to Leatherland.

                                 TWO-FACE

                   Hell. Why wait? Rupture his organs.

                   Shatter his spine. Still have time

                   for a late dinner.

         Back in Laceland.

                                 TWO-FACE

                   But simple murder? It's just too

                   damn simple. Besides, it's been

                   done. No. We need a plan.

         Back to Leatherland.

                                 TWO-FACE

                   Yes. Something senseless, brutal,

                   savage, violent.

         Back to Laceland, stopping to add...

                                 TWO-FACE

                   Yet witty.

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 Two-Face                
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.

167      INT.  CENTER RING                                             
167

         THE FLYING 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, 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, 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. Two-Face.              
183

                                 TWO-FACE

                   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      His 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                              TWO-FACE                              
186

                   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                              TWO-FACE                              
188

                   If we may direct your attention...

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

191                              TWO-FACE                              
191

                   Inside that wooden box: two hundred

                   sticks of TNT.

                          (showing a box)

                   In our hand: a radio detonator.

         Two-Face presses a button.

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

193                              TWO-FACE                              
193

                   You have three minutes.

194                              THE MAYOR                             
194

                   What the hell do you want?

195                              TWO-FACE                              
195

                   Want, Mr. Mayor? Just one little

                   thing. Batman. Bruised. Broken.

                   Bleeding. In a word: dead.

         Two-Face turns, showing his good side.

                                 TWO-FACE

                   Who do we have assembled before us?

                   Gotham's finest. Rich, Influential.

                   Smart. One of you must know who

                   Batman is. Hell, we'd lay odds one

                   of you _is_ Batman.

         Two-Face spins, offers his evil side.

                                 TWO-FACE

                   So, unless the bat is surrendered to

                   us post haste, we're off on a

                   proverbial killing spree. City wide

                   mayhem and murder. Starting tonight.

                   With all you lovely folks as our

                   very first corpses to be. 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.

                                 TWO-FACE

                   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!

         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 Two-Face.

         Another Thug springs up before him, blocking his way.

218      TWO-FACE stares up at the dangling Graysons. He reaches       
218

         into his pocket. Pulls out a familiar coin.

                                 TWO-FACE

                   Day in, day out, it always comes

                   down to the same old question.

                   Life...

                          (flips the coin)

                   Or death.

         He looks down. Scarred side up. He draws his gun.

                                 TWO-FACE

                   Our kinda day.

219      BRUCE fells the other Thug. Starts to sprint across the       
219

         ring towards Two-Face.

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 Two-Face. Almost there.            
223

         Another Thug hits him broadside, knocking him flat.

224      TWO-FACE FIRES. Twice, the first bullet cutting, the          
224

225      second severing the rope that holds the Graysons.             
225

                                 TWO-FACE

                   Never did like the circus. Too many

                   freaks.

226/27   Two-Face 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

                   How ya doin', Al?

                                 ALFRED

                          (mouthing)

                   Al?

                                 DICK

                          (to Bruce)

                   Big house. How many rooms?

                                 BRUCE

                   Gee, I'm not sure.

                          (across the foyer)

                   Alfred? How many rooms? Total?

                                 ALFRED

                   Ninety-three, including the sauna.

                                 BRUCE

                   Take any three you like. After you

                   get settled we can...

238/39   But Dick isn't listening, stares instead over              
238/39

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

         sight.

                                 DICK

                   Okay. I'm outta here.

                                 BRUCE

                   Excuse me.

                                 DICK

                   I figure telling that cop I'd stay

                   here saved me a truckload of social

                   service interviews and good will. So

                   no offense but thanks. See ya.

         Dick heads toward the door. Alfred slips away.

                                 BRUCE

                   Where will you go? The circus is

                   halfway to Metropolis by now.

                                 DICK

                   I got no place at the circus without

                   my family. I'm going to get a fix on

                   Two-Face. Then I'm going to kill

                   him.

                                 BRUCE

                   Listen, Dick. Killing Two-Face won't

                   take the pain away. It'll make it

                   worse.

                                 DICK

                   Look, spare me the sermons, okay.

                   You're just some rich guy who is

                   trying to do a good deed. You don't

                   even know me.

         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, heads into...

240      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

                   Hey?..  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 Dent. His coin. He's

                   obsessed with justice. It's his

                   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.  TWO-FACE'S HIDEOUT - DAY                                
254

         The room is dark. POLICE SIRENS FADE as a trap door opens

         in the floor. Two-Face emerges.

                                 TWO-FACE

                   Ever have one of those days where

                   you just want to kill someone?

                                 VOICE IN THE DARK

                   Riddle me this. (Riddle #3)

         REVERSE ANGLE

         A mysterious silhouette stands in the dark.

         Two-Face draws his gun.

                                 VOICE IN THE DARK

                   The answer is, your enemy.

                                 TWO-FACE

                   Who are you?

                                 VOICE IN THE DARK

                   You can just call me... The Riddler.

         The figure steps out of shadow. A new costume, lime

         green, covered with question marks, an emerald eye mask,

         derby and cane. An exact replica of the Guesser's outfit.

                                 TWO-FACE

                   How'd you find us?

                                 RIDDLER

                   You _are_ Two-Face, you would need to

                   face both rivers, both uptown and

                   downtown simultaneously. Only one

                   spot in Gotham serves these bi-

                   zonal, bi-coastal needs...

                                 TWO-FACE

                   Congratulations. You get to die on

                   the dean's list.

         Two-Face trains his gun, COCKS the trigger.

                                 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. Heavy Metal

                   with just a touch of House and

                   Garden.

         He crosses to Leatherland.

                                 RIDDLER

                   It's so dark and Gothic and

                   disgustingly decadent...

         He moves to Laceland.

                                 RIDDLER

                   Yet so bright and chipper and

                   conservative!

                          (to "bad" side)

                   It's so you.

                          ("good" side)

                   And yet so _you_!

                          (touching his suit)

                   Very few people are both a summer

                   _and_ a winter. But you pull it off

                   nicely.

                                 TWO-FACE

                   A man with a death wish.

                                 RIDDLER

                   Harvey. You need me. Since you've

                   gotten out of Arkham, 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?

                                 TWO-FACE

                   Let's see if you bleed green.

         Two-Face COCKS back the hammer.

                                 RIDDLER

                   Alright, counselor. 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 Harvey)

                   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 Leather      
255

         and Lace, on their respective sides, 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.

         Two-Face 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.

                                 TWO-FACE

                   Holy shit.

                                 RIDDLER

                   So not everyone can be a poet.

                   Still, I respect the sentiment.

         Riddler waves his hand in front of the girls' eyes. No

         response. Definitely zoned.

                                 RIDDLER

                          (to the girls)

                   This is your brain on the box.

                          (off Harvey)

                   This is your brain on their brain.

         He plants an electrode on his own forehead.

                                 RIDDLER

                   This is my brain on your brain on

                   their brain. Does anybody else feel

                   like a fried egg?

         The Riddler grabs Two-Face's receiver.

                                 TWO-FACE

                   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?

         Two-Face eyes The Riddler, interest dawning in his eyes.

                                 TWO-FACE

                   You are a very strange person. You

                   speak as if we are old friends,

                   which we are not. You barge in here

                   unarmed when it is clearly suicidal

                   to do so. Still, an intriguing

                   proposition.

                          (pulling his coin)

                   Heads: we take your offer.

         He rests the barrel on The Riddler's temple.

                                 TWO-FACE

                   Tails: we blow your _goddamned head

                   off_!

256      FOLLOW THE COIN                                               
256

         as Two-Face FLIPS it high in the air... SPINNING...

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 Two-Face stand over a palette of black

         jeweler's felt. Littered with bright, sparkling diamonds.

         The Riddler slips on a monocle, lifts a stone.

         Two-Face 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 Two-Face, 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....

264      EXT.  ARMORED TRUCK BASE                                      
264

         Armored trucks sit open on the street. Two-toned thugs

         carry out bags of loot.

         Two-Face and the Riddler stand before four guards, each

         sentry held captive by a two-toned crony.

                                 TWO-FACE

                   Close your fist. Reach back.

         Two-Face swings, clocks the guard on the chin. CRACK. Out

         like a light.

                                 TWO-FACE

                   Get it?

         Riddler nods tentatively. Manages a weak fist. Throws a

         feeble punch. The Guard looks barely startled.

                                 TWO-FACE

                   Riddler. You punch like a girl. Put

                   some heart into it.

         Two-Face hauls off, hits the third Guard. Out he goes.

                                 RIDDLER

                   Okay. Okay. I got it.

         He leans way back, tries again. Barely a glancing blow.

                                 TWO-FACE

                   My God.

         He walks away, shaking his head, disgusted. The Riddler

         turns back to the guard. Ready for another try.

265      INT.  WAYNE MANOR - HALLWAY                                   
265

266      NEWSPAPER - CLOSE. RIDDLER & TWO-FACE 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

                   How come this is the only locked

                   door around this museum? What's back

                   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 Two-Face a quick hit from a

         glowing electrode, then snatches back the receiver.

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

270      EXT.  GOTHAM LOADING DOCK                                     
270

         Two-Face 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. Two-Face and his 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 Harvey      
277

         and his Thugs arrive, bags full of loot. Riddler plays

         tiny hidden buttons in his cane, directing Batman.

                                 TWO-FACE

                   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, Two-Face 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 TWO-FACE 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.

286      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 Two-Face 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

         Leather and Lace sit with the Riddler and Two-Face as the

         two villains pass an electrode between them.

                                 TWO-FACE

                   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.

         Two-Face and Leather and Lace take another hit of the

         glowing neural energy. Smiles.

                                 TWO-FACE

                   Our Paleolithic yearnings are best

                   expressed in a pre-linguistic-

                          (off the befuddled girls)

                   Sorry. Just thinking out loud.

         Harvey leans back, buzzed, the electrode slipping from

         his hand. Leather grabs for it. Not fast enough. Riddler

         snatches it away.

                                 RIDDLER

                          (to Leather)

                   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.

                                 TWO-FACE

                   Don't bogart that 'trode.

         He tosses Harv the electrode over Lace's ill-timed grab.

         Harvey takes a hit.

                                 TWO-FACE

                          (epiphanous)

                   Oh my God. Jim Morrison was right.

                                 RIDDLER

                   About what?

                                 TWO-FACE

                   Everything.

                                 RIDDLER & TWO-FACE

                          (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? I want to know...

296      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, Al.

                                 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                                           
307

         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.

                          (looking down)

                   Damn, did I forget to dress again?

         The Thugs close. One rushes Dick while another swings a

         chain at his head. Mistake.

                                 DICK

                   Chains. You don't seem like the

                   type.

         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.

                   Sans cape, of course.

         Two more rush him.

                                 DICK

                   Another victory for the Dark Knight.

         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)

                   Dark nighty-night.

         Dick stares at the remaining thug. Smiles.

                                 DICK

                   Is your will up to date?

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

                                 DICK

                   I could definitely get behind this

                   super hero gig.

         Dick nods to the awestruck Girl.

                                 DICK

                   Ma'am.

         He starts towards the car.

                                 GIRL

                   Wait.

         She moves close.

                                 GIRL

                   You forgot the part where you kiss

                   the girl.

                                 DICK

                          (grinning)

                   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

                   Uh-oh.

         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

                   I need to be part of this.

                                 BRUCE

                   Absolutely not.

                                 DICK

                   Me and my brother Chris were putting

                   money aside so our folks could

                   retire. Dad's knee was going. Chris

                   was engaged, you know that? Two-Face

                   took...everything. Now I can pay him

                   back.

                                 BRUCE

                   What I do isn't about revenge.

         Dick glances at a framed headline. The Wayne murders.

                                 DICK

                   Right, slick. Whatever you say.

         Bruce grabs him. Hard.

                                 BRUCE

                   This isn't a game.

         Dick pushes him off. Harder.

                                 DICK

                   Back off, man.

                                 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 sermons about how great you

                   want my life to be, okay, Bruce? If

                   it weren't for Batman my parents

                   wouldn't be dead. You don't get it,

                   do you? This is all your 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 vaguely

                   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.

         TWO-FACE and his Thugs stand at every entrance.

         BRUCE backs away, slips towards a service door.

                                 TWO-FACE

                   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.

         Two-Face'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 Two-Face's

         ring of personal guards and right up to Two-Face's face.

                                 EDWARD

                   You're ruining my big party. Are you

                   insane? Actually, considering your

                   dual persona, let's just forget the

                   question.

                                 TWO-FACE

                   We're sick of waiting for you to

                   deliver The Bat, Riddle boy. You

                   promised us Batman.

                                 EDWARD

                   Patience, oh bifurcated one.

                                 TWO-FACE

                   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

                   Harv, babe, I gotta be honest. Your

                   entrance was good. His was better.

                   What's the difference? Showmanship.

         Two-Face shoves Edward away, looking for a clean shot. He

         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 his 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.

                                 TWO-FACE

                   Okay boys. Phase two.

         And with that, he and his 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

         Harvey 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

         Harvey and Thugs, racing away.

                                 THUG

                   Bat's right behind us.

                                 TWO-FACE

                   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      TWO-FACE                                                      
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      TWO-FACE                                                      
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

         Two-Face stands staring into the dark with his Thugs. He

         grabs an aging valve wheel set into the crumbling wall.

                                 TWO-FACE

                   Nothing worse than a bad case of

                   gas.

         He 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

         Two-Face swings a grenade launcher before him. Takes a

         step back. Aims into the tunnel.

                                 TWO-FACE

                   Lights. Camera. Action.

         As his Thugs scramble for cover, Two-Face 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

         Two-Face stands staring into the inferno.

         Billowing smoke, residual flame and falling debris

         everywhere. No Batman. A moment of dead quiet.

                                 TWO-FACE

                   Finally.

         Then Two-Face'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 Two-Face and his men.

372      TWO-FACE - CLOSE. Consumed with rage.                         
372

         He grabs a section of the wall's support scaffolding

         and begins to wrench it free with crazed fury.

                                 TWO-FACE

                   Why won't you just die?!

         In a final rage of maniacal fury, Harvey 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 Harvey and Batman is obstructed by tons of

         falling metal and plaster and sand. TWO-FACE stands as

         the ceiling falls all around him.

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

376      TWO-FACE 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      TWO-FACE stands watching, eyes full of childish delight.      
379

         The floor in front of him begins to give way, running

         with deep cracks.

                                 TWO-FACE

                   Boys, let's go have us a party.

                          (turning)

                   Anybody else feel like donuts?

         Harvey and his 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

                   You have a real gratitude problem.

                   You know that, Bruce? I need a name.

                   Batboy? The Dark Earl? What's a good

                   side kick name?

                                 BRUCE

                   How about Richard Grayson, college

                   student?

                                 DICK

                   ...I missed Two-Face by a heartbeat.

                   When we catch him, you gotta let me

                   kill him!

                                 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 life. You owe me. So

                   either you let me be your partner or

                   I'm going after Harvey 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 Harvey 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 Two-Face gets him by the throat.

                                 TWO-FACE

                   You know, Ed, we woke up this

                   morning, we just knew we were gonna

                   kill something. The Bat got away.

                   Looks like it's gonna be you.

         Two-Face draws his gun with his free hand. Trains it on

         Riddler's head. By the look in his eyes, he's serious.

                                 TWO-FACE

                   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, Harv, 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.

         Harvey grabs his head. Stops him.

                                 TWO-FACE

                   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?

         Two-Face stares at him.

                                 RIDDLER

                   Go ahead. You can say it.

                                 TWO-FACE

                   You're a genius.

         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                                   
386

         Group 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 good we can

                   do? There are monsters out there.

                   Gotham needs us.

                                 BRUCE

                   And when you finally get Two-Face?

         Dick looks away.

                                 BRUCE

                   Exactly. And once you'd killed him

                   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.

                                 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.

         Two-Face couldn't care less about Chase. He tosses his

393      coin. HOLD ON the spinning faces as (OVER) we hear...         
393

                                 TWO-FACE

                   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. 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, Two-Face and the Thugs.                          
400

                                 RIDDLER

                   Trick.

         He CRACKS Alfred on the head with his cane. Down he goes.

                                 TWO-FACE

                          (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

                          (Jack'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      TWO-FACE stands on the floor below. Just the moment he's

         been waiting for.

                                 TWO-FACE

                   See ya.

         He 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.

                                 TWO-FACE

                   Bruce, you sure know how to throw a

                   party.

         Two-Face stands over the prostrate form. Draws his gun. SLAMS

         in a new clip of ammo.

                                 RIDDLER (OVER)

                   Sheath your weapon my impetuous

                   cohort.

414      Riddler has appeared from the Batcave.                        
414

                                 TWO-FACE

                   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                                  
423

         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.

                                 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 both?

         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..took the liberty, sir.

                                 DICK

                   I thought you could use a friend.

         Bruce stares at him a beat.

                                 BATMAN

                   Not a friend.

         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 Two-Face 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.

                                 TWO-FACE

                   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

                                 TWO-FACE

                   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

                                 TWO-FACE

                   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

                   Holy rusted 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. Holey.

                                 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.

                                 TWO-FACE (OVER)

                   The Bat or the Bird. We couldn't

                   decide who got to kill who.

                          (a beat)

                   Or is it whom?

         Dick spins. Two-Face has emerged from a hatch atop the

         dome. He stands smiling at Dick, a knife in his hands.

                                 TWO-FACE

                   We flipped for it. We got you.

         Two-Face'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.

         Two-Face SMASHES Dick's head into the side of the dome.

         Once. Twice. Three times.

                                 TWO-FACE

                   What's wrong, circus-boy? No mommy

                   and daddy to save you?

         Two-Face 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 Two-Face hard in the head.

                                 DICK

                   For my mother.

         A flying front kick to the chin.

                                 DICK

                   For my father.

         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 Two-Face rolling down the side of the

         dome, fingers raking sloping steel, finding no purchase.

483      At the last second, Two-Face 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.

                                 TWO-FACE

                   The scales are tipped. The blindfold

                   torn from the lady's eyes. Justice

                   will be served.

         The rusting metal bulge starts to tear and break.

                                 TWO-FACE

                   You're a man after my own heart,

                   son.

         The metal breaks free.

                                 TWO-FACE

                          (grinning)

                   See you in hell.

         Two-Face'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 you in jail.

                                 TWO-FACE

                   The Bat's taught you well. Noble.

         Two-Face spins, a gun suddenly in his hand, pressing now

         into the flesh between Dick's eyes.

                                 TWO-FACE

                   A mistake. But definitely noble.

         Two-Face 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...

494      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.

         Two-Face steps from behind The Riddler.

                                 TWO-FACE

                   And me and me.

                                 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 Harvey)

                   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      TWO-FACE                                                      
518

         stands on the platform before him, a halogen light

         strapped around his head, blinding Batman's sensors.

         Two-Face brandishes his gun.

                                 TWO-FACE

                   All those heroics for nothing. No

                   more riddles, no more curtains one

                   and two. Just plain old curtains.

         He COCKS the trigger.

                                 BATMAN

                   Haven't you forgotten something,

                   Harvey? You're always of two minds

                   about everything....

         The handsome side of Harvey's face turns toward them.

                                 TWO-FACE

                   Oh. Emotion is so often the enemy of

                   justice. Thank you, Bruce.

         He takes out his famous coin and flips it. Batman starts

         to reach for his Utility Belt, to out-smart Two-Face. But

         as the coin flies high up in the air, it comes down just

         a hair too far away.

                                 TWO-FACE

                   No!

519      As Two-Face reaches out to catch it, he loses his balance     
519

         and falls to the rocks and angry sea below.

                                 BATMAN

                   Help Chase. I'll be back.

                                 CHASE

                          (groggy)

                   Did Two-Face call him Bruce?

                                 DICK

                   Of course not.

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

         Dr. Burton walks the corridor with Chase.

                                 DR. BURTON

                   Edward Nygma has been screaming for

                   hours that he knows the true

                   identity of Batman.

         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

                   Dr. Burton 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.

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.