scripts/Batman 2 (unproduced).txt

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                                BATMAN 2


                         Screenplay By Sam Hamm









                                                        FIRST DRAFT









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

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










     EXT. GOTHAM SQUARE - DUSK

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

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

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

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

     EXT. GOTHAM SQUARE - LATER THAT NIGHT

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

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

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

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

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

     EXT. SCHRACH AND CO. - THAT MOMENT - NIGHT

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

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

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

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

     INT. SQUAD CAR - THAT MOMENT - NIGHT

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

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

     EXT. STREET - THAT MOMENT - NIGHT

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

     EXT. STREETS - A MOMENT LATER - NIGHT

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

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

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

     INT. POLICE CAR - THAT MOMENT - NIGHT

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

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

                               COP
               What the hell -- ?

     EXT. ENTRANCE TO PARK - THAT MOMENT - NIGHT

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

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

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

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

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

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

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

                               COP I
               ...That was Batman.

                               COP II
               NO SHIT!!

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

     EXT. BRIDLE PATH - THAT MOMENT

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

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

     INT. BATMOBILE - ON BATMAN - THAT MOMENT

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

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

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

     INT. BATMOBILE - ON BATMAN

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

     ANGLE ON BATMOBILE - MOVING

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

     ANGLE ON LEFT SNOWMOBILE - MOVING

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

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

     ANGLE ON RIGHT SNOWMOBILE - MOVING

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

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

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

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

     EXT. PARK - THAT MOMENT

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

     EXT. LAKEFRONT - ON SNOWMOBILES #3 AND #4

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

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

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

     INT. BATMOBILE - ON BATMAN

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

     EXT. LAKE - ON BATMOBILE

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

     INT. BATMOBILE - ON BATMAN

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

     EXT. LAKE - ON SNOWMOBILES #3 AND #4

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

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

     ANGLE ON SNOWMOBILE #5 - MOVING

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

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

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

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

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

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

     EXT. ENTRANCE TO PARK - A MINUTE LATER - NIGHT

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

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

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

                               COP I
               ...Merry Christmas.

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

                               COP II
               Gift-wrapped and everything.

                                                       DISSOLVE TO:

     EXT. CITY HALL - DAY

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

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

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

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

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

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

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

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

                                                            CUT TO:

     INSERT - TELEVISION SCREEN

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

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

                               WOMAN IN CROWD
               You people are nothing but hoodlums!

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

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

     INT. WAYNE MANOR - KITCHEN - NIGHT

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

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

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

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

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

     INT. BRUCE'S LIBRARY - THAT MOMENT - NIGHT

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

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

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

     INT. BATCAVE - A MOMENT LATER - NIGHT

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

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

                               ALFRED
               Sir?  -- MASTER BRUCE??

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

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

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

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

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

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

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

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

                               BRUCE
               Oh, yeah.  Watch this.

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

                               ALFRED
               Most ingenious, sir.  What exactly  it?

                               BRUCE
               What does it look like?

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

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

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

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

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

                               BRUCE
               We can do better than that.

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

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

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

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

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

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

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

                                                            CUT TO:

     INT. PRISON CELL - DAY

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

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

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

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

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

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

                               GUARD (cont.)
               Boniface...

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

     INT. WARDEN'S OFFICE - DAY

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

                               PAROLE OFFICER
               You want to return the money you stole.

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

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

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

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

                               PAROLE OFFICER II
               Why this sudden change of heart?

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

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

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

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

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

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

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

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

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

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

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

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

                               ATTORNEY
               Personally trained by my client.

     INT. PRISON CELL - DAY

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

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

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

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

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

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

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

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

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

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

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

                               MR. BONIFACE
               You won't miss it long.

     EXT. PRISON - MAIN ENTRANCE - DAY

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

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

                               FRICK
               Welcome back, Mr. Boniface.

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

     INT. LIMO - MOVING - DAY

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

                               PENGUIN
               I take it they found the money all right?

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

                               PENGUIN
               How much have we got left?

     FRICK reaches into his coat for a BALANCE SHEET.

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

                               PENGUIN
               Fine, fine.  How much?

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

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

                               PENGUIN
               Speaking of burials...

     EXT. PRISON YARD - DAY

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

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

                               T-BONE
               HEY -- !

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

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

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

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

     EXT. ROAD - ON PENGUIN'S LIMO - MOVING

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

                                                       DISSOLVE TO:

     INT. WAYNE MANOR - ENTRYWAY - NIGHT

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

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

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

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

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

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

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

                               VICKI
               Not so fast.

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

                               ALFRED
               Why, Miss Vale -- !

                               VOICE FROM BEHIND
               What's all this?

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

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

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

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

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

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

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

                                                            CUT TO:

     EXT. GOTHAM PARK - NIGHT

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

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

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

     A LAMBORGHINI sits at a traffic light nearby...

     INT. LAMBORGHINI - THAT MOMENT - NIGHT

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

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

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

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

                               BRUCE
               -- Yeah.

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

     EXT. PUB-IN-THE-PARK - NIGHT

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

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

     INT. PUB-IN-THE-PARK - NIGHT

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

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

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

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

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

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

                               VICKI
               That's not what I meant.

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

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

                               VOICE FROM BEHIND
               Bruce!  It's been ages!

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

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

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

                               BRUCE
               I'll think about it.

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

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

                               VICKI
               What a pig.

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

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

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

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

     BRUCE nods -- oh, yeah.  Subtle distinction.

     INT. PUB-IN-THE-PARK - NIGHT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                               BRUCE
               Nice outfit.

                               RED BERET I
               Piss off, geek.

                                                       DISSOLVE TO:

     EXT. WATERFRONT DISTRICT - NIGHT

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

     INT. WHARF RAT - NIGHT

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

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

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

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

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

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

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

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

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

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

                               SELINA
               Well.  "Ricky," is it?

                               RICKY
               How'd you know that?

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

                               RICKY
               Girlfriend?  No, no.  That was business.

     SELINA makes a big show of peeling off her gloves.

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

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

                               RICKY
               Jeez -- they look almost real.

                               SELINA
               Why wouldn't they be?

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

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

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

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

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

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

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

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

                                                            CUT TO:

     EXT. WATERFRONT - PIER 31 - NIGHT

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

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

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

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

                               DOCK GOON I
               Where's that goddam Ricky?

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

     EXT. STEAMBOAT - ON DECK - THAT MOMENT - NIGHT

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

                               BOAT THUG I
               You pick.

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

     POV SHOT - HIGH ANGLE - THAT MOMENT

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

                               LIEUTENANT
               It's pure.

     REVERSE ANGLE - THAT MOMENT

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

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

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

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

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

     LOW ANGLE - ON GANGPLANK - THAT MOMENT

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

     ANOTHER ANGLE - THAT MOMENT

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

     ANGLE ON CRANE - THAT MOMENT

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

     ON DOCK - LOW ANGLE - THAT MOMENT

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

     ON STEAMBOAT - THAT MOMENT

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

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

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

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

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

                               ANOTHER BOAT THUG
               LOOK!

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

     She bares her teeth and HISSES.

     It's a woman.

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

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

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

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

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

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

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

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

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

                               PUNK
               Murcielago.  MURCIELAGO!!

                                                            CUT TO:

     INT. PENGUIN'S LAIR - NIGHT

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

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

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

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

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

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

     INT. HIGH-RISE - CORRIDOR - THAT MOMENT

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

     FRICK opens a door and ushers her into...

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

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

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

                               PENGUIN
               Ah, Miss Kyle!  At last we meet.

                               SELINA
               At last we meet.  -- Pigeons?

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

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

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

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

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

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

                               SELINA
               I see why they call you the Penguin.

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

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

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

                                                            CUT TO:

     INT. POLICE OBSERVATION ROOM - NIGHT

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

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

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

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

                               GORDON
               What's that he keeps saying?

                               BULLOCK
               "Murcielago."  -- Bat.

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

                               BULLOCK
               We did find this in his back pocket.

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

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

                               POLICEMAN
               Commissioner?  We've got Barrett.

     INT. POLICE INTERROGATION ROOM - THAT MOMENT

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

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

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

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

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

                               GORDON
               Book the son of a bitch.

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

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

                                                            CUT TO:

     EXT. DOWNTOWN GOTHAM - DAY

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

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

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

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

     HER POV - TELEPHOTO LENS

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

     ANGLE ON SHAW - THAT MOMENT - DAY

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

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

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

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

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

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

     INTERCUT - BARRETT AND SHAW

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

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

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

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

     SHAW stares at the phone in horrified disbelief.

     ANGLE ON VICKI - THAT MOMENT

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

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

     INT. GOTHAM GLOBE - CITY ROOM - DAY

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

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

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

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

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

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

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

                               EDITOR
               Whoa!  Is this on the level?

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

     VICKI starts to protest, but thinks better of it.

     INT. WAYNE MANOR - ENTRY HALL - EVENING

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

                   BATMAN IMPLICATED IN DOCK MASSACRE
               Industrialist Linked to Drug Smuggling Ring

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

                               VICKI
               Seen the late edition?

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

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

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

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

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

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

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

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

     INT. BATCAVE - A MOMENT LATER - EVENING

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

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

     INT. GORDON'S OFFICE - THAT MOMENT

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

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

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

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

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

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

     INT. BATCAVE - THAT MOMENT - ON BRUCE

     as he LISTENS through his concealed bug.

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

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

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

                                                            CUT TO:

     EXT. GOTHAM CITY - NIGHT

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

     INT. SQUAD CAR - THAT MOMENT

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

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

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

     EXT. STREET - ON BATMOBILE

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

     The BATMOBILE makes a HAIRPIN TURN -- and ACCELERATES.

     OVERHEAD ANGLE - THE STREETS

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

     EXT. STREET - THAT MOMENT - NIGHT

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

     ANGLE ON BATMOBILE - THAT MOMENT

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

     EXT. STREET - ON ROADBLOCK

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

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

     EXT. ROOFTOP - THAT MOMENT

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

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

                               BATMAN
               Evasive.

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

                                                            CUT TO:

     INT. PENTHOUSE APARTMENT - NIGHT

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

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

                               WOMAN
               It's a fake.

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

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

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

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

                               WOMAN (O.S.)
               How flattering.

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

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

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

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

                               SELINA
               I find that the old methods work best.

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

     INT. PENTHOUSE - SHAW'S BEDROOM - NIGHT

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

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

                               SHAW
               Hey, what are you doing -- ?

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

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

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

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

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

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

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

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

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

                                                            CUT TO:

     INT. BUILDING LOBBY - A FEW MINUTES LATER - NIGHT

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

     INT. SHAW'S PENTHOUSE - THAT MOMENT

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

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

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

     EXT. STREETS - THAT MOMENT - NIGHT

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

     EXT. ROOFTOP - HIGH ANGLE - NIGHT

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

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

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

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

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

     INT. SHAW'S BEDROOM - NIGHT

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

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

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

                               COP
               JESUS!

     EXT. ROOFTOP - SHAW'S BUILDING - NIGHT

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

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

     EXT. STREET BELOW - LOW ANGLE - THAT MOMENT

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

     EXT. ROOFTOP - A MINUTE LATER - NIGHT

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

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

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

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

     TIGHT ON BATMAN - THAT MOMENT

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

     HIS POV - ON CATWOMAN - THAT MOMENT

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

     EXT. ROOFTOP - THAT MOMENT

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

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

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

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

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

     EXT. ROOFTOP - ON BATMAN - THAT MOMENT - NIGHT

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

                            LOOKING FOR LOVE?

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

     EXT. STREETS BELOW - THAT MOMENT - NIGHT

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

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

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

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

                               GORDON
               Oh God.

     EXT. GOTHAM PARK - THAT MOMENT - NIGHT

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

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

     EXT. CLEARING IN PARK - SHANTYTOWN - NIGHT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                               KID
                    (cautiously)
               Twenty.

                               VICKI
               What?

                               KID
               Twenty bucks.

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

                               VICKI
               ...Who are you?

                               KID
               Dick.

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

     HER POV - THROUGH TELEPHOTO LENS

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

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

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

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

     EXT. PARK - ON VICKI - NIGHT

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

                                                            CUT TO:

     INT. PENGUIN'S AVIARY - NIGHT

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

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

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

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

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

                               PENGUIN
               Saw who?

                               SELINA
               Batman.  He was dreamy.

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

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

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

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

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

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

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

                                                            CUT TO:

     EXT. GOTHAM SQUARE - MORNING

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

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

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

                               VICKI
               Must be.  He reminded me of you.

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

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

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

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

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

     THEIR POV - SOUVENIR SHOP

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

     BACK TO SCENE - ON BRUCE AND VICKI

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

                               BRUCE
               I need a good PR man.

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

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

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

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

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

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

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

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

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

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

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

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

                               VICKI
               Is this some kind of bad joke?

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

                               VICKI
               What does she want -- a date?

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

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

     INT. GOTHAM GLOBE - CITY ROOM - DAY

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

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

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

                               VICKI
               WHY DID YOU KILL MY STORY?

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

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

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

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

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

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

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

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

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

                                                            CUT TO:

     EXT. GOTHAM HALL OF JUSTICE - DAY

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

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

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

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

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

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

     OVERHEAD SHOT - ON BARRETT'S CAR

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

     INT. BARRETT'S CAR - THAT MOMENT

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

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

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

                               BARRETT (cont.)
               Damn pigeons.

                               DRIVER
               Just washed it, too.

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

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

     OVERHEAD SHOT - ON BARRETT'S CAR

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

                                                            CUT TO:

     INT. BATCAVE - DAY

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

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

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

                               BRUCE
               Cancel.

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

                               SEKOWSKY
               Jeez!  Talk about gratitude -- !!

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

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

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

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

                               ALFRED
               Who's there?

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

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

                               ALFRED
               Mr. Wayne will see you, sir.

     INT. BRUCE'S LIBRARY - A MOMENT LATER

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

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

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

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

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

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

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

                               BRUCE
               Then Batman is behind all this.

                               GORDON
               Batman or a damned good imitation.

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

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

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

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

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

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

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

                                                            CUT TO:

     INT. FLUEGELHEIM MUSEUM - NIGHT

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

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

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

                               VICKI
               What is it?

                               BRUCE
               I just had a weird sense of deja vu.

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

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

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

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

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

     TIPTREE chuckles nervously.  PROVOST is even less amused.

                               PROVOST
               Is that your idea of a joke, Bruce?

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

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

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

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

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

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

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

                               PROVOST
               Selina Kyle -- Bruce Wayne.

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

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

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

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

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

                               BRUCE
               I can't imagine why.

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

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

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

     ANGLE ON VICKI - THAT MOMENT

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

     ANGLE ON BRUCE AND SELINA - THAT MOMENT

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

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

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

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

                               BRUCE
               Sorry to disappoint you.

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

                               BRUCE
               What?

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

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

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

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

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

                               VICKI
               The Globe.

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

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

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

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

                               SELINA
               It was easy.  I slept with the Pharoah.

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

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

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

                               SELINA (cont.)
               I.  Short leash.

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

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

                               BRUCE
               Wait.  Let me explain about Vicki --

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

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

                               VICKI
               How's "business"?

                               BRUCE
               Relax, okay?  I like you better.

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

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

                                                            CUT TO:

     INT. ROOFTOP - NIGHT

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

     INT. GOTHAM GLOBE - THAT MOMENT

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

     INT. PROVOST'S OFFICE - THAT MOMENT

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

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

     INT. TIPTREE'S LIBRARY - THAT MOMENT - NIGHT

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

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

     INT. OFFICE - ON PROVOST - THAT MOMENT

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

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

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

     INT. HEATING VENT - THAT MOMENT

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

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

                                                            CUT TO:

     INT. PENGUIN'S LAIR - DAY

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

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

                               PENGUIN
               Then he is an idiot.

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

                               PENGUIN
               How do you plan to do that?

                               SELINA
               How do you think!

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

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

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

                                                            CUT TO:

     INT. FLUEGELHEIM - BACK ROOM - DAY

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

                               BRUCE
               What have we got here?

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

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

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

     BRUCE withdraws his hand with a bemused shudder.

                               BRUCE
               You're in a gruesome line of work.

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

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

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

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

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

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

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

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

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

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

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

                               BRUCE
                    (shrugging)
               No.

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

                               BRUCE
               What are you attracted to?

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

                               BRUCE
               How?

                               SELINA
               Maybe by...coming here today.

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

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

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

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

                               SELINA
               Are you okay?

                               BRUCE
               Is there a cat in here?

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

                               BRUCE (cont.)
               Get it away!

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

                               SELINA
               Poor thing.  You're allergic!

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

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

     EXT. FLUEGELHEIM - A MOMENT LATER - DAY

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

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

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

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

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

                                                       DISSOLVE TO:

     EXT. GOTHAM SQUARE - NIGHT

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

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

     EXT. ROOFTOP OVERLOOKING SQUARE - THAT MOMENT - NIGHT

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

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

     EXT. GOTHAM GLOBE - THAT MOMENT

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

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

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

     EXT. ROOFTOP - ON BATMAN

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

     INT. NEWSPAPER DELIVERY VAN - THAT MOMENT

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

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

     INT. PROVOST'S OFFICE - A MOMENT LATER

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

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

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

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

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

     EXT. ROOFTOP - ON BATMAN

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

     INT. CORRIDOR OUTSIDE OFFICE - A MOMENT LATER

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

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

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

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

     INT. ELEVATOR SHAFT - THAT MOMENT

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

     EXT. ROOF OF GLOBE BUILDING - THAT MOMENT

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

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

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

     INT. ELEVATOR CAR - THAT MOMENT

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

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

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

     EXT. GOTHAM SQUARE - THAT MOMENT - ON CROWD

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

     EXT. ROOFTOP - ACROSS STREET - ON BATMAN

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

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

     EXT. GLOBE BUILDING - ROOFTOP - THAT MOMENT

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

     INT. ELEVATOR CAR - THAT MOMENT

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

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

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

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

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

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

     INT. ELEVATOR SHAFT - THAT MOMENT

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

     INT. ELEVATOR CAR - THAT MOMENT

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

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

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

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

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

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

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

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

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

     INT. SHAFT - ON ROOF OF CAR - THAT MOMENT

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

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

     INT. ELEVATOR CAR - THAT MOMENT

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

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

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

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

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

                               PROVOST
               W-who is this??

     INT. GLOBE - BASEMENT LOADING BAY - THAT MOMENT

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

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

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

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

     INT. ELEVATOR CAR - THAT MOMENT

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

                               PROVOST
               Yes -- yes, I see it --

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

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

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

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

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

     INT. LOADING BAY - ON PENGUIN

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

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

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

     INT. ELEVATOR CAR - THAT MOMENT

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

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

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

     INT. LOADING BAY - ON PENGUIN

                               PENGUIN
               Going down!

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

     INT. ELEVATOR SHAFT - THAT MOMENT

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

     INT. TOP-FLOOR LANDING - THAT MOMENT

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

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

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

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

     EXT. ROOFTOP ACROSS STREET - ON BATMAN

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

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

                               CROWD
               Ten!  Nine!...

     EXT. GOTHAM SQUARE - CORNER NEWSTAND

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

     EXT. GOTHAM SQUARE - ON CROWD AT TREE

     EXCITEMENT is BUILDING as the seconds tick off:

                               CROWD
               ...Three!  Two!  One!

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

     EXT. GOTHAM SQUARE - ON NEWSTAND

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

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

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

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

     EXT. GOTHAM SQUARE - ON VAN - MOVING

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

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

     EXT. GOTHAM SQUARE - ON CROWD AT TREE

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

     EXT. GOTHAM SQUARE - ON SIDEWALKS

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

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

     INT. DEPARTMENT STORE - THAT MOMENT

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

     EXT. ROOFTOP - ON BATMAN

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

     EXT. STREETS - OVERHEAD ANGLE - THAT MOMENT

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

     EXT. GLOBE BUILDING - ROOFTOP - A MOMENT LATER

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

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

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

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

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

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

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

                               BATMAN
               Who are you?

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

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

                               CATWOMAN
               My, aren't we frisky tonight.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                            CUT TO:

     INT. NEWSPAPER VAN - MOVING - THAT MOMENT - NIGHT

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

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

     ANGLE ON SQUAD CAR - MOVING - THAT MOMENT

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

     INT. SQUAD CAR - MOVING - THAT MOMENT

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

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

     EXT. STREETS - ON SQUAD CARS - THAT MOMENT

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

     INT. NEWSPAPER VAN - MOVING - THAT MOMENT

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

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

                                                            CUT TO:

     EXT. GOTHAM SQUARE - THAT MOMENT - NIGHT

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

     EXT. ROOFTOPS - NIGHT

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

                               CATWOMAN
               Ooh.  Where have you been all my life?

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

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

     BATMAN'S POV - THAT MOMENT

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

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

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

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

     EXT. FACADE OF BUILDING - ON BATMAN

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

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

     EXT. ROOF - ON CATWOMAN - THAT MOMENT

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

     EXT. FACADE - THAT MOMENT

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

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

                               CATWOMAN (O.S.)
               Nevermore.  Nevermore!

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

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

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

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

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

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

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

     ANGLE ON BATMAN

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

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

     ANGLE ON CATWOMAN

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

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

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

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

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

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

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

                               CATWOMAN
               Gee...I'm so fickle.

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

     EXT. ROOF - ON CATWOMAN

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

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

     ANGLE ON BATMAN - AS HE FALLS

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

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

     ...and a moment later there are no stories left.  With an ugly
     crunch, he smacks into the slush-covered pavement and BOUNCES.
     Face down, he skids some twenty feet to a halt -- right in the
     middle of a BUSY INTERSECTION.

     EXT. INTERSECTION - THAT MOMENT - NIGHT

     A DELIVERY TRUCK hits the brakes and screeches to a stop, two
     feet away from BATMAN'S HEAD.  He doesn't move.  PEDESTRIANS
     are already gawking and pointing as the DRIVER climbs out and
     peers down at the inert caped figure lying face-down in the
     street:

                               DRIVER
               What the hell is this?

     CARS are backed up, due to the panic in Gotham Square a few
     blocks over.  HORNS are honking.  A TRAFFIC COP marches
     over --

                               TRAFFIC COP
               Awright, what's the problem here?
                    (spotting BATMAN)
               Jesus.

     He tries to clear the crowd away.  A full-fledged GRIDLOCK is
     forming around the prostrate BATMAN.  The COP blows his
     whistle, tries to maintain order as two unifonned PATROLMEN
     rush up to join him.

     They manage to roll the unconscious BATMAN over on his back.
     The assembled COPS stare down at the mask, the scuffed body
     armor.  Still waxy, they finger the GUNS in their holsters...

                               PATROLMAN
               Good God.  Cowan -- get to the car --
               radio the commissioner!!

     By now there must be two hundred people in the intersection,
     all surging forward to get a look.  More COPS are arriving to
     beat them back.

                               TRAFFIC COP
               Is he dead?  What do we do?

                               PATROLMAN
               The mask.  Get the mask off.

     They hunker down over BATMAN.  One of them tugs at his mask --
     but the helmet-like cowl doesn't want to give way.  He feels
     around --

                               TRAFFIC COP
               Some kinda seam here on the neck...

     The PATROLMAN nods okay, and the COP tugs at a Velcro-like
     fastening under BATMAN's chin.  The instant it comes open --

     -- a BURST of FINE GREEN MIST spews forth from concealed JETS
     in the gold-and-black BAT-EMBLEM, and the COPS reel backward,
     shrieking, gasping for breath and clewing at their eyes.
     Booby-trap -- they've just been Maced.

     One of the ONLOOKING COPS steps back in horror and confusion.
     On impulse, he draws his gun and FIRES TWICE at BATMAN.  The
     body JERKS and the bullets RICOCHET OFF --

                               TRAFFIC COP
               DON'T SHOOT, you idiot.  The crowd --

     Before he can finish, a BLACK BOOT kicks the gun out of the
     ONLOOKING COP's hand.  BATMAN is back among the living.
     SIRENS BLARE as he spins and rolls into a crouch -- lashing
     out with elbows and knees -- driving the cops back --

     Fuck the crowd.  TWO MORE COPS pull their guns and open fire
     in absolute panic.  BATMAN slams backward into the delivery
     truck and crumples to the ground.  As he falls, he grabs a
     couple of SMOKE CAPSULES from his belt and flings them to the
     pavement.

     Seconds later, a THICK CLOUD OF BLACK SMOKE is spreading
     through the intersection.  BATMAN emerges into the midst of
     the crowd -- weaving in and out among the stalled vehicles --

     EXT. INTERSECTION - ANOTHER ANGLE - NIGHT

     A MOUNTED COP rides up to the outer fringe of the traffic jam,
     drawn by all the confusion.  He rears the horse back, turns it
     in a circle; blows his piercing whistle as he tries to reroute
     the incoming cars...

     Suddenly a WIRE wraps itself around his chest and arms.  He
     looks down.  He sees a BATARANG in the instant before a sudden
     JERK pulls him cleanly off his mount.

     BATMAN climbs up on the hood of the nearest car -- vaults over
     to the next -- and the next -- then hops into the saddle of
     the MOUNTED COP's waiting HORSE.  He digs in his heels,
     maneuvering through traffic...

     EXT. POLICE CAR - A MOMENT LATER - NIGHT

     LT. EDDIE BULLOCK and another plainclothesman are a few blocks
     off trying to get through the jam.  Their siren is on, but the
     cars blocking their path have no room to pull over.  BULLOCK
     grabs the radio mike:

                               BULLOCK
               Hell of a mess up here, Commissioner.
               We'll have to go in on foot...

     As they wait for a response, they see a HORSE charging past in
     the opposite direction.  On the back of the horse...is BATMAN.

     Gaping, BULLOCK nudges his partner -- who throws the car
     immediately into REVERSE.  As they watch, BATMAN kicks the
     horse's flanks and turns right -- toward Gotham Park.

     INT. GOTHAM PARK - A MOMENT LATER - NIGHT

     Two RED BERETS, members of the Order of the Bat, are on night
     patrol, strolling down a rambling path near the entrance to
     the park.

                               RED BERET I
               This is wack, man.  Nothing ever happens
               around here anymore.

     The other RED BERET lets out a WHOOP OF FEAR and yanks his
     partner out of the way.  They tumble into a snowdrift as
     BATMAN'S HORSE vaults over the stone wall of the park and
     gallops past, nearly trampling them in the process.  By now,
     SQUAD CARS are roaring into the park...

     INT. PARK - ANOTHER SECTION - A MOMENT LATER

     SIRENS BLARE and RED LIGHTS FLASH in the distance as the COP
     CARS spread out along the winding roads that run through the
     park.  BATMAN reins the horse in suddenly as a black-and-white
     whips past on an access road just ahead of him, no more than
     twenty yards away.

     He turns the horse in a circle.  MORE RED LIGHTS appear in the
     distance; another contingent of SQUAD CARS has just entered
     from the opposite side of the park.  It's going to be tough
     getting out of here...

     Then: his eyes fall on the statue of his great-grandfather,
     GENERAL WAYNE -- two Waynes on horseback, not twenty feet
     apart.  He thinks back to his earlier conversation with VICKI
     and gets an inspiration.

     He rides past General Wayne to the STONE BRIDGE which spans
     the little frozen creek.  There he finds the DRAINAGE TUNNEL
     VICKI described, obscured by the wire-mesh grate.  This must
     be where the boy vigilante holes up...

     He dismounts, ties his CAPE to the pommel of the horse's
     saddle and sends it off with a slap.  He pries the grate loose
     and crawls inside.

     INT. DRAINAGE TUNNEL - THAT MOMENT

     A dank, but cozy, hideout; WARM STEAM hisses from a grate in
     the floor.

     RUMBLING SOUNDS fill the little chamber as a SUBWAY TRAIN
     passes directly underneath.  A little farther back there's an
     ACCESS SHAFT, with a Jacob's ladder, leading to the train
     tracks below.

     Poking around, he finds a couple of cardboard BOXES -- the boy
     vigilante's stash.  The first contains tins of food, plus
     various odds and ends.  The second's more in line with what he
     needs -- it's full of OLD CLOTHING.

     A TRAIN rumbles past underneath.  BRUCE removes his COWL and
     sets about putting together a civilian disguise that'll get
     him out of the park.  A wool hat and a long, moth-eaten
     topcoat: perfect.  As he's pulling them out of the box, he
     spies something extremely odd --

     It's a COSTUME -- a spangled red-and-green GYMNASTS OUTFIT
     with a little yellow CAPE -- neatly folded and in pristine
     condition.  He removes it carefully from the box and holds it
     up in front of him.  Stitched on the vest is a single initial,
     "R," in a black circle.  He stares at the whole mystifying
     ensemble in complete befuddlement...

     The roar of the train subsides, and he hears a SCUFFLING
     NOISE.  Someone's in the tunnel with him.  He lowers the
     costume abruptly --

     -- revealing DICK, the boy vigilante, who's crouched in front
     of him not three feet away.  The kid's just crawled up through
     the ACCESS SHAFT, and he's not at all happy to see an intruder
     messing with his stuff:

                               DICK
               It's MINE!

     He lunges furiously at BRUCE.  The two of them tumble back
     into the grate at the tunnel entrance, KNOCKING IT LOOSE --

     EXT. PARK - MOUTH OF TUNNEL - THAT MOMENT - NIGHT

     A POLICE CAR streaks past on the bridge overhead mere seconds
     before BRUCE and DICK roll out into the snow, still grappling.
     BRUCE flings the kid into the bridge abutment.  DICK lands
     hard; when he looks up, his EYES WIDEN, and a weird crooked
     smile comes to his face...

     Out here in the moonlight he can see his opponent.  The body
     armor -- the gold-and-black emblem on the breastplate -- and
     above it all, the face of BRUCE WAYNE, exposed to view...

     As a siren howls nearby, BRUCE flattens himself against the
     bridge.  Like it or not, his fate rests entirely in a strange
     little boy's hands.

     The kid sizes up the situation immediately.  He nods his head
     up and down.  Then he takes off his own ratty coat and throws
     it to BRUCE.

     BRUCE is in no position to look a gift horse in the mouth.  He
     pulls on the coat, gives DICK a nod of acknowledgement, and
     starts to move off.

                               DICK
               NO.  WAIT!

     BRUCE turns, uncertainly.  DICK throws him his woolen SKI CAP.

     The KID GIGGLES -- oddly, uncontrollably.  Then he sprints off
     into the woods, dancing, leaping.  As he disappears from view,
     he lets out a shrill, piercing, almost FERAL SHRIEK --

     -- which is obviously intended to divert the cops.  BRUCE
     makes haste in the opposite direction.

     EXT. PARK - ANOTHER SECTION - A MOMENT LATER

     BRUCE'S HORSE gallops through the trees, the black bat-cape
     still attached to its saddle and BILLOWING behind it.

     INT. SQUAD CAR - MOVING - THAT MOMENT - NIGHT

     TWO COPS scanning the park.  The CAPED HORSE charges past in
     front of them and is momentarily silhouetted in the
     headlights.  From a distance, it looks like BATMAN is still in
     the saddle.

     The COP at the wheel makes a sudden turn.  A moment later, he
     SLAMS ON THE BRAKES.

     A MAN has just stepped out onto the road, directly in the
     squad car's path -- a hunched figure in an old coat and woolen
     ski cap, obviously one of the homeless.  A COP leans on the
     horn and shouts out the window:

                               COP
               Dumb son of a bitch!!

     The MAN -- BRUCE -- steps back out of the squad car's path.
     The COPS take off -- in hot pursuit of a riderless horse.

                                                            CUT TO:

     INT. WAYNE MANOR - KITCHEN - PRE-DAWN

     A DOCTOR'S BAG rests on the kitchen table.  ALFRED, in robe
     and slippers, rummages inside it and comes up with an ACE
     BANDAGE.

                               ALFRED
               Commissioner Gordon called.  He wants to
               install a full contingent of police guards
               here at the manor -- in round-the-clock
               shifts -- to protect you from Batman.

     BRUCE is sitting erect in a straightbacked chair.  His shirt
     is open and he's holding his arms aloft while ALFRED wraps a
     full roll of adhesive tape around his battered RIBS.

                               BRUCE
               Great.  What'd you tell him?

                               ALFRED
               I told him that since you were Batman,
               you'd require no protection from Batman.

     BRUCE makes a face: how droll.  ALFRED tears off the tape with
     a brisk YANK -- and BRUCE lets out an involuntary YELP OF
     PAIN.

                               BRUCE
               Jesus, Alfred -- !!

                               ALFRED
               In future, sir...I strongly advise against
               trying to fly off twenty-story buildings.

                               BRUCE
               It's just a few bruises.

                               ALFRED
               One bruise, sir.  Which covers your entire
               body.

     BRUCE gets up -- stiffly -- and buttons his shirt in gingerly
     fashion while ALFRED packs his first-aid gear in the doctor's
     bag.

                               BRUCE
               I'm getting too old for this line of work.
                    (beat)
               Cops placed me at the scene of the crime
               -- that weird kid of Vicki's saw my
               face --

                               ALFRED
               I shouldn't worry overmuch.  I doubt the
               two of you move in the same circles.

                               BRUCE
               -- and I got the living shit knocked out
               of me by a woman.

                               ALFRED
               Sir -- such outmoded sexist attitudes are
               quite unbecoming.

     INT. UPSTAIRS BEDROOM - DAY

     In a lavishly-appointed guest room on Gotham's Upper East Side
     (or equivalent thereof), we find a pair of PLAINCLOTHES COPS
     settled in for a stakeout: rumpled topcoats thrown across
     antique chairs, french-fry bags and GREASY BURGER WRAPPINGS
     littering the carpet.  HIGH-POWERED RIFLES propped against one
     wall.

     They peer through venetian blinds at an ELEGANT OLD BROWNSTONE
     across the street...

     HIS POV - ROOF OF BROWNSTONE - THAT MOMENT

     A UNIFORMED COP, also carrying a walkie-talkie, is keeping
     watch on the roof of the brownstone.  He signals "all clear"
     to his counterpart watching from the house opposite.

     INT. UNMARKED CAR - THAT MOMENT

     TWO MORE PLAINCLOTHESMEN are parked at the end of the block,
     munching on donuts and watching the same brownstone.  They
     spot a POSTMAN lugging his sack up the tree-lined street on
     his way to the brownstone.  One of the PLAINCLOTHESMEN picks
     up his RADIO MIKE:

                               PLAINCLOTHESMAN
               Mailman's coming.

     EXT. BROWNSTONE - A MINUTE LATER

     The POSTMAN marches up the front steps of the brownstone,
     sorting through letters and packages.  He hasn't even rung the
     bell when the door is opened by ANOTHER COP -- who snatches
     the mail delivery from his hands and SLAMS THE DOOR IN HIS
     FACE.

     INT. BROWNSTONE - THAT MOMENT

     MORE COPS, at least half a dozen, are milling about inside --
     unshaven, ties loosened, shirtsleeves rolled up.  They're in
     for the long haul.

     The first COP gives a handful of letters to a couple of
     COLLEAGUES -- then hands over a PARCEL, wrapped in brown
     paper, to a pair of BOMB-DISPOSAL EXPERTS.  They carry it
     gingerly into the kitchen.  Into the midst of all this
     bustling activity strides COMMISSIONER GORDON:

                               GORDON
               Anything suspicious!

     In the parlor, where all the shades are drawn, TWO COPS are
     examining each letter in turn, holding them up to a light
     bulb, CREASING THEM carefully before slitting them open.

                               COP
               Nothing yet.  Christmas cards and bills.

     He anxiously watches their progress.  A VOICE calls from the
     kitchen.

                               BOMB-DISPOSAL EXPERT (V.O.)
               Commissioner -- ?

     INT. KITCHEN - A MOMENT LATER

     GORDON enters.  The bomb-disposal boys have their equipment
     scattered all over the kitchen table.  They've slit the brown-
     paper wrapping of the PACKAGE, exposing a ROUND DECORATIVE
     TIN.

                               BOMB-DISPOSAL EXPERT
               It's a fruitcake.

     He lifts the lid for GORDON to have a look.

                               GORDON
               ...Have it analyzed.

     INT. BROWNSTONE - ENTRY HALL - THAT MOMENT

     A bleary-eyed ELLIOTT TIPTREE marches down the stairs carrying
     a pair of OVERSIZED SUITCASES.  His WIFE and TWO KIDS are
     behind him -- all bundled up, preparing to embark on an
     extended vacation.

                               POLICEMAN
               Mrs. Tiptree?  The car's here.

     TIPTREE, fighting back tears, embraces his wife for a long
     wordless moment.  Their LITTLE GIRL, aged six, tugs at Mommy's
     sleeve.

                               LITTLE GIRL
               I don't wanna go to Grandma's.  I wanna
               stay here with Daddy.

                               MRS. TIPTREE
               She's got a nice tree just like ours,
               honey.  Daddy'll be up as soon as he can.

                               LITTLE GIRL
               She's old.  She doesn't even have cable.

                               LITTLE BOY
               What about our presents?

     He gestures toward the GIFTS piled high around the tree in the
     parlor.

                               TIPTREE
               Don't worry.  I'll bring 'em up with me.
               We'll open 'em when I get there.

     TIPTREE forces a smile for the kids.  He CLUTCHES his wife's
     hand.

                               GORDON
               Sorry, folks, but we'd better move along.

                               MRS. TIPTREE
               Kids?  Tell your Daddy goodbye...

     Tearful hugs all around; then a cadre of UNIFORMED COPS escort
     MRS. TIPTREE and the KIDS to the door.  TIPTREE pulls GORDON
     aside.

                               TIPTREE
               They'll be safe, won't they?

                               GORDON
               As safe as we can make 'em.
                    (beat; sternly)
               It would help if you could give us some
               small hint what this is all about.

                               TIPTREE
               I told you.  I...

     TIPTREE shrugs helplessly and stares at his shoes.  GORDON is
     convinced he's holding something back.

                               GORDON
               You have no idea what was in that box that
               Provost had delivered from the bank.

     TIPTREE shakes his head wearily.  GORDON glowers as he turns
     to go.

                               GORDON (cont.)
               All right, Mr. Tiptree.  Merry Christmas.

     GORDON exits.  TIPTREE wanders listlessly into the living
     room, pulls back the drapes, and WATCHES as his wife and kids
     ride off in a convoy of POLICE CARS.  One of the COPS tries to
     pull him away from the window, but he refuses to move...

     ...until a PHONE RINGS.  Everyone jumps at once.  A TECHNICIAN
     hits a switch on a loudspeaker-and-tape-recorder assembly,
     then gestures for TIPTREE to pick up the receiver...

                               TIPTREE
               Hello...?

                               VOICE ON LOUDSPEAKER
               Mr. Tiptree?  Andy here.  Listen -- we've
               got a chance to grab a good-sized block of
               Atlantic Teledyne at twenty-six and an
               eighth --

     The COPS heave sighs and turn off their tracing equipment.

                               TIPTREE
               Not today, Andy.  Let's talk after New
               Year's.

     TIPTREE hangs up and starts to BAWL right there in the middle
     of the room.  The COPS turn away in sympathetic embarrassment
     as he goes to a corner wet bar and pours himself a good stiff
     jolt.

     INT. TIPTREE'S BEDROOM - DAY

     Wallowing in despair, TIPTREE sits at an antique secretary
     composing a LETTER.  He takes a long pull on a glass of
     Scotch, signs his name, and inserts the letter into an
     envelope.  He opens the desk drawer -- takes a long look at a
     .38 automatic stashed inside -- then finds a stamp and affixes
     it to the envelope.  He addresses it to BRUCE WAYNE.

     A moment later he hears a noise at the window: TINK TINK TINK.
     He peers through the blinds and sees a CARRIER PIGEON on the
     ledge outside -- pecking at the glass, asking to come in.

     He raises the window and the PIGEON hops fearlessly inside,
     onto the sill.  The bird, well-trained, struggles only
     slightly as he unties a tiny CAPSULE from its leg and removes
     a FOLDED NOTE.  Scrawled across it is a handwritten message:

                 IF POLICE SEE THIS YOUR FAMILY IS DEAD

     He opens the note and begins to read as the PIGEON takes wing.

                                                            CUT TO:

     INT. BRUCE'S LIBRARY - DAY

     BRUCE is at his desk examining the morning editions.  A BANNER
     HEAD-LINE shrieks:

                  BATMAN SOUGHT IN PUBLISHER'S MURDER
                    Bat Attack Panics Gotham Square
          J. Harrison Provost, 41, Leaves Distinguished Legacy

     He hears a VISITOR arriving in the entry hall.  He gets up...

     INT. ENTRY HALL - THAT MOMENT - DAY

     BRUCE ambles out and sees SELINA, who's just arrived, doing
     her patetented thing on ALFRED.

                               SELINA
               English accents are so stimulating.
                    (beat)
               You have the most beautiful silver hair!

     ALFRED stammers as she reaches up to STROKE HIS HAIR.  He's
     about to break into a sweat.  He's eminently relieved when she
     turns and sees --

                               SELINA (cont.)
               Bruce!

                               BRUCE
               Selina.  What are you doing here?

     ALFRED affects a look of grandmotherly outrage as SELINA
     slinks over and takes BRUCE by the arm.  She's on him like a
     barnacle.

                               SELINA
               I wanted to see your things, remember?
               And I got tired of waiting for you to call
               me back.
                    (gesturing toward ALFRED)
               He's adorable.  How long have you had him?

     INT. HALLWAY - A MOMENT LATER - DAY

     BRUCE leads SELINA down a hallway to the armory.  He glances
     back over his shoulder and sees ALFRED peering snoopily around
     the corner.

                               BRUCE
               You heard about Harry Provost.

                               SELINA
               It's incredibly awful.  It got me a little
               worried.
                    (sidling up closer)
               I hate to think of something happening to
               you.

                               BRUCE
               Same here.

                               SELINA
               It's odd, though.  Danger, the thought of
               suddenly dying -- in a weird way it gets
               you sort of...aroused.  Don't you think?

     BRUCE cocks an eyebrow at her.  Everything gets her sort of
     aroused.

     INT. ARMORY - A MOMENT LATER

     SELINA BEAMS at the fantastic collection of armored gear and
     exotic weapons.  She's like a kid in a toy shop.

                               SELINA
               Bruce, this is incredible.
                    (indicating a suit of armor)
               Malaysian -- ?

                               BRUCE
               Not bad.  Sarawak warrior caste.

                               SELINA
               It's like -- everything in here is another
               little piece of your mind.  I was right
               about you.
                    (turning to face him)
               Promise, okay?  Promise you'll show me
               every inch of this place.



     PAGE 87 MISSING FROM HARD COPY



     INT. BATCAVE - FIFTEEN MINUTES LATER

     ALFRED is at a PRINTER, scanning page after page of computer
     printout.  He delivers his findings to BRUCE, who's seated at
     a nearby terminal, scanning data and tapping away at the
     keyboard.

                               ALFRED
               The police have no files whatsoever on
               Selina Kyle.

                               BRUCE
                    (abstractedly)
               London...Cairo...Belgium...

                               ALFRED
               What exactly are you --

                               BRUCE
               Her credit card records.
                    (looking up)
               Every major art theft in the last five
               years -- she's been on the scene or close
               to it.

                               ALFRED
               You mean she's some sort of -- collector?
               A...cat burglar, or --

                               BRUCE
               Could be.  Museum curator, authenticator
               -- she's got the perfect cover for it.
                    (beat)
               What would she want with that stupid
               raven?

                               ALFRED
               Raven, sir?

                               BRUCE
               That's what the Catwoman took from
               Provost.  A little raven statuette, about
               so big...
                    (shaking his head)
               But it couldn't have been that valuable.

     He continues to scan the screen.  ALFRED is suddenly lost in
     thought.

                               ALFRED
               How very odd.
                    (long pause)
               I'm sure it's nothing, but --

                               BRUCE
               What, Alfred?

                               ALFRED
               Your father had a raven, sir.  A small
               statue of the very sort you describe.  It
               used to sit on his desk.

     This piques BRUCE's interest.  He swivels around in his chair
     and stares directly up at ALFRED.

                               BRUCE
               What happened to it?

                               ALFRED
               After your father's...demise, Mr. Tiptree
               came to the house and asked if he could
               have it.  As a keepsake.  I saw no harm...
                    (shrugging)
               That was thirty years ago.

                               BRUCE
               Wait a minute.  Mr. Tiptree?

                               ALFRED
               George Tiptree.  Your friend Elliott's
               father.

                                                            CUT TO:

     INT. TIPTREE'S BEDROOM - AFTERNOON

     TIPTREE has an oversized suitcase open on the bed.  It's empty
     -- except for the BALLED-UP WADS of NEWSPAPER which he's
     stuffing inside it.  His head turns suddenly at the sound of
     the doorbell...

     INT. UPSTAIRS HALLWAY - A MOMENT LATER

     TIPTREE emerges from his bedroom and peers over a bannister
     into the ENTRYWAY below.  Standing there is an unexpected
     visitor -- BRUCE WAYNE -- holding his arms aloft while a
     battery of COPS pat him down.

                               BRUCE
               What are you looking for -- Batarangs?

                               TIPTREE
               Bruce!  Come on up.
                    (to the COPS)
               I want to talk to Mr. Wayne alone.

     The COPS look on suspiciously as BRUCE ascends the stairs.

     INT. TIPTREE'S LIBRARY - A MOMENT LATER

     TIPTREE lets BRUCE inside and shuts the door behind him.
     BRUCE hands him a GIFT BOX.

                               BRUCE
               I brought you a Christmas present.  Sorry
               about the wrapping -- the police made me
               open it.

     TIPTREE opens the box and pulls out a diamond-studded TIE
     CLASP.  He looks up at BRUCE with an odd mixture of
     bewilderment and gratitude.  BRUCE nods for him to try it on,
     and he obliges...

                               TIPTREE
               ...I'm afraid I don't have anything for
               you.

                               BRUCE
               I think you may have something that
               belonged to my father.

                               TIPTREE
               -- You know?

     He stares at BRUCE, astonished.  His head sinks into his
     hands.

                               TIPTREE (cont.)
               It'll all be over tomorrow.  One way or
               another, it'll all be over.
                    (looking up; despondent)
               I've decided, Bruce.  I'm gonna give him
               the last two ravens.  He's already got the
               others.

                               BRUCE
               What are you talking about?  Who?

                               TIPTREE
               Batman.  I don't know how he found out,
               but --

     TIPTREE reaches for the bottle on his desk to pour himself a
     drink, but BRUCE angrily knocks the glass out of his hands.

                               BRUCE
               It's time you told me what's going on
               here.

                               TIPTREE
               Didn't you ever wonder where it came from,
               Bruce?  All the privilege, all the power
               ...all the money?
                    (beat)
               The ravens are a...a kind of map, Bruce.
               The key to an incredibly vast fortune.

                               BRUCE
               Whose fortune?

                               TIPTREE
               Gotham City's.

     FLASHBACK - PROCESSED FOOTAGE (MOS)

     The cobblestone streets of 19th-Century Gotham.  A massive
     EXPLOSION blows open one wall of a municipal building, and
     total CHAOS erupts: fires starting, BYSTANDERS screaming,
     POLICE rushing to the scene...

                               TIPTREE
               In 1880 the Gotham City Treasury was
               looted.  It was a fantastic operation --
               perfect military precision.  The robbers
               made off with milllons in gold and silver
               bullion...

     A HORSE-DRAWN CART weighted down with gold bricks careens
     around a corner.  Atop it are two men in MASKS, firing a
     GATLING GUN into the crowd.  POLICE and ONLOOKERS tumble to
     the pavement, shot dead, as ANOTHER CART emerges from the
     wreckage of the treasury and takes off in the opposite
     direction.

     FLASHBACK - PROCESSED FOOTAGE (MOS)

     CITY OFFICIALS in a boardroom trading papers back and forth,
     arguing furiously with five calm, distinguished-looking GENTS
     -- one of whom is the bushy-bearded Civil War hero GEN. OLIVER
     WAYNE.

                               TIPTREE (V.O.)
               The city was going under.  Bankrupt...
               until five rich men stepped in to bail it
               out.  In exchange they took the land
               rights, the mineral rights, the service
               contracts --

     BACK TO SCENE - ON BRUCE AND TIPTREE

                               BRUCE
               The Five Families.

                               TIPTREE
               Our ancestors.  They bought Gotham City --
               carved it up and ran it into the ground.
               In five years they were rich beyond
               imagining.
                    (pause)
               We've just been following in their
               footsteps.  And in all this time no one's
               ever suspected --

                               BRUCE
               -- that they were the ones behind the
               robbery?

     FLASHBACK - PROCESSED FOOTAGE (MOS)

     The FIVE PATRIARCHS in front of a roaring fireplace at Wayne
     Manor, raising a celebratory toast.  CAMERA PANS OVER to a
     nearby table; on it rest FIVE RAVEN STATUETTES.

                               TIPTREE (O.S.)
               They had five ravens made.  Five ravens
               which -- combined -- would reveal the
               location of the treasure they'd stolen.
                    (beat)
               But they never touched it.  They never
               needed to.  It's still there to this day.

     BACK TO SCENE - ON BRUCE AND TIPTREE

                               TIPTREE
               The ravens, and the secret -- have been
               passed down through generations.  Father
               to son...
                    (shaking his head)
               Your father -- died before he could tell
               you.

                               BRUCE
               So they stole his piece of the puzzle.

                               TIPTREE
               Yeah.  I've got it, Bruce, and I'm going
               to hand it over.  He's right, you know.
               We've all been feeding -- feeding on the
               soul of Gotham...

     BRUCE stares at him, stony-faced.  There's one part of the
     story that doesn't quite add up.

                               BRUCE (cont.)
               I don't believe you, Elliott.  My father
               was a decent man -- an honorable man.  He
               would never have taken part in a scheme
               like this.

                               TIPTREE
               It wasn't his doing, Bruce.  It was --

                               BRUCE
               That doesn't matter.  If he knew that his
               fortune was based on a crime -- a crime
               against the city...
                    (violently)
               Reputation or not, he would've tried to --

                               TIPTREE
               Christ, Bruce!  Do you want me to spell it
               out for you?!?

     BRUCE backs off.  An awful shiver of anticipation runs down
     his spine.

                               TIPTREE (cont.)
               He was a decent man.  He was an honorable
               man.  That's why they had him killed.

     CAMERA ZEROES IN ON BRUCE'S HORRIFIED FACE as we get a

     SERIES OF SHOTS

     Quick, almost subliminal glimpses of BRUCE's primal trauma: a
     MUGGER snatching at his mother's necklace.  THOMAS WAYNE
     lunging at him.  The young JACK NAPIER firing at THOMAS.
     PEARLS showering down on the rain-drenched sidewalk.  A second
     bullet felling his MOTHER --

     -- and finally, young BRUCE himself, face wracked with PAIN
     and GRIEF --

     BACK TO SCENE - ON BRUCE

     -- an expression which perfectly matches the one which the
     adult BRUCE is wearing as he relives it all thirty years
     later.  Staggered and glassy-eyed, he stares off into space as
     TIPTREE finishes his tale.

                               TIPTREE
               They killed him...to protect their secret
               ...and now the bill's come due.  Now the
               bill's come due.

                                                            CUT TO:

     EXT. WAYNE MANOR - ESTABLISHING - TOWARD DUSK

     The wrought-iron gate outside BRUCE's vast estate -- and
     beyond it, Wayne Manor itself, rising bold and stately against
     the setting sun.  A COUNTY SHERIFF'S CAR cruises past...

     INT. WAYNE MANOR - BRUCE'S BEDROOM - THAT MOMENT

     BRUCE lies motionless on his bed.  Scattered about him are
     SCRAPBOOKS, FAMILY PHOTOS and yellowed NEWSPAPER CLIPPINGS
     which describe the murder of his parents.  Disoriented, he
     gazes about aimlessly at his familiar surroundings -- which no
     longer seem quite so familiar...

     He folds his arms formally across his chest and stares up at
     the ceiling, inert, as if the very weight of his heritage is
     crushing him down.  Somewhere, a PHONE RINGS.  He makes no
     move to answer it.

     INT. WAYNE MANOR - KITCHEN - DUSK

     VICKI's at the kitchen table drinking coffee.  ALFRED, who's
     in his apron preparing dinner, picks up the ringing phone.

                               ALFRED
               Thank you, yes, everything's fine.  I'll
               expect your next call in an hour.
                    (hanging up; to VICKI)
               The police are becoming an awful nuisance.

                               VICKI
               I feel so awful for him, Alfred.  There
               must be something we can do.

                               ALFRED
               I realized long ago -- that there are
               places in Mr. Wayne's heart which no one
               will ever penetrate --  or share.
                    (pause)
               He loves you, Miss Vale.  But in certain
               ways he will always be alone.

                               BRUCE (O.S.)
               ...Thanks for the testimonial.

     ALFRED turns and sees BRUCE standing in the doorway, staring
     at him.  He starts to say something, but thinks better of it.
     He returns to his dinner preparations as BRUCE sits down
     across from VICKI.  She extends a hand and he takes it --
     making a visible effort to hold himself together.

                               BRUCE
               Tiptree's planning some kind of rendezvous
               with 'Batman.'  I think Batman ought to be
               there when it happens.

                               ALFRED
               I see, sir.  When shall we expect you
               back?

                               BRUCE
               Get your cap.  You're driving.

     INT. TIPTREE'S BROWNSTONE - NIGHT

     It's late, and the house is dark as TIPTREE treeds silently
     downstairs carrying an OVERSIZED SUITCASE.  The lights are on
     in the kitchen, where the COPS are playing poker and watching
     TV.

     INT. PARLOR - A MOMENT LATER - NIGHT

     CHRISTMAS TREE LIGHTS twinkle in the darkness.  TIPTREE kneels
     beside the tree and digs around among the packages.  He pulls
     out an OBLONG GIFT BOX with a tag addressed "TO DADDY -- FROM
     SANTA."

     With a glance back at the kitchen, he soundlessly unwraps the
     package -- and opens it to reveal a matched set of RAVEN
     STATUETTES.  He transfers them to the big suitcase -- then
     slinks into the hallway...

     INT. BEDROOM ACROSS STREET - THAT MOMENT - NIGHT

     The two STAKEOUT COPS are chuckling at a Charlie Brown
     Christmas special on a portable TV.  One of them glances out
     the window and sees a man in a topcoat emerging from the
     brownstone, SUITCASE in hand...

                               STAKEOUT COP I
               Shit -- that's Tiptree!!

     The COP grabs for his WALKIE-TALKIE.

     EXT. STREET OUTSIDE BROWNSTONE - THAT MOMENT - NIGHT

     TIPTREE is halfway down the block when two COPS burst out of
     the brownstone.

                               COP
               Mr. Tiptree!  What the hell are you --

     HEADLIGHTS FLASH ON as the SURVEILLANCE CAR revs its engine.
     TIPTREE breaks into a RUN -- and the COPS from the brownstone
     follow suit.  At the end of the block he vanishes down a
     SUBWAY ENTRANCE.

     INT. SUBWAY STATION - THAT MOMENT

     A VIOLINIST is panhandling outside the token booth as the COPS
     come racing down the stairs.  The COPS trip over his open
     violin case, scattering small change across the conrete floor.
     They flash their badges at the booth and VAULT OVER THE
     TURNSTILE --

     -- just in time to see TIPTREE, with his SUITCASE, scuttling
     down a stairway which leads to the train platform below.

     INT. SUBWAY PLATFORM - A MOMENT LATER

     TIPTREE steps onto an EXPRESS TRAIN.  The doors slide shut
     behind him -- and the hapless COPS curse under their breath as
     he rolls off.

                               COP
               We've gotta get back to the radio.

     INT. SUBWAY CAR - A MOMENT LATER - MOVING

     TIPTREE takes an open seat and looks around apprehensively.
     Being fabulously rich, be's probably ridden the subway twice
     in his life -- and at this time of night, EVERY FACE in the
     sparsely-populated car looks vaguely menacing.  Derelicts,
     prostitutes, teen-gang members -- ALL OF THEM eye this well-
     heeled stranger with intense curiosity as he clutches his
     suitcase and stares anxiously at the floor...

     An ODD, GAUNT FIGURE enters at the end of the car.  It's a
     DEAFMUTE.  He shambles down the aisle passing out little white
     CARDS.  One side is a guide to International Sign Language.
     The other reads:

                             DEAF AND DUMB
                          PLEASE HELP -- $1.00

     TWO YOUNG TOUGHS take a card and tear it in half, chuckling,
     shining the DEAFMUTE on.  A HOOKER, the heart-of-gold type,
     stuffs a buck in his tin cup.  He reaches TIPTREE and extends
     a card; TIPTREE ignores him, refusing to make eye contact --

     -- but the DEAFMUTE shoves the card insistently into his face.
     Now TIPTREE looks up.  THIS CARD bears a personalized message:

                         GOTHAM CENTRAL STATION
                       B-TRAIN WEST TO RIVERVIEW

     TIPTREE's eyes widen.  The DEAFMUTE -- who is in fact FRICK --
     glowers down and holds out his cup.  TIPTREE digs in his
     pocket; the smallest bill he's got is a twenty, but he hands
     it over anyway.

     Smiling at this act of generosity, FRICK moves on to the next
     car.  TIPTREE stares down tremulously at the card.  He fidgets
     with his TIE CLASP -- the one BRUCE gave him earlier...

     INT. LIMO - MOVING - NIGHT

     TIGHT on a hand-held ELECTRONIC TRACING DEVICE.  A small BLIP
     moves across a shifting GRID not unlike a radar screen.

     BRUCE is in the back of the limo, eyeing the tracer intently.
     ALFRED's up front, at the wheel.

                               BRUCE
               According to this, he's directly below us.

                               ALFRED
               The subway, sir?

                               BRUCE
               Yeah.  Take a right.

     INT. GOTHAM CENTRAL STATION - THAT MOMENT

     It's slightly more crowded here in the hub of Gotham.  TIPTREE
     emerges onto the platform and spies a squad of TRANSIT COPS
     thirty or forty feet away -- speaking into WALKIE-TALKIES as
     they scan the crowd.

     Sticking close to the tracks, he turns swiftly toward the
     nearest stairway -- blending in with the crowd, trying to hold
     the SUITCASE out of view.

     INT. LOWER PLATFORM - A MINUTE LATER

     TIPTREE IS RUNNING for the B-train just as the doors begin to
     close.  He manages to thrust the suitcase inside -- but the
     doors SLIDE SHUT on his hand, and he DROPS IT.  He stands
     there on the platform, his face turning BONE WHITE as the
     train lurches forward...

     False alarm.  The train stops, and the doors hiss open again.

     INT. SUBWAY CAR - MOVING - A MOMENT LATER

     TIPTREE clambers aboard with a severe case of palpitations.
     As the train pulls out, a couple of rough-looking but helpful
     STREET TYPES show him to a seat and hand him his precious
     suitcase.  He sits there panting...

     Moments later, a DEAFMUTE enters the car.  TIPTREE does a
     take: it's the exact same guy who was riding the other line!
     Of course, he doesn't know about Frick's malignant twin --
     FRACK...

                                                           WIPE TO:

     INT. LOCAL STOP - TEN MINUTES LATER - NIGHT

     Having changed trains twice more since we left him, TIPTREE
     debarks at a deserted local stop.  The station is EMPTY except
     for one other passenger, who's gotten off here as well -- a
     WOMAN in a long fur coat.

     TIPTREE WATCHES as she approaches on her way to the stairwell,
     STILLETO HEELS clicking across the floor.  There's something
     familiar about her -- but she's wearing a big, broad-brimmed
     hat, and she TILTS IT DOWN as she passes, obscuring her face.
     It is, of course, SELINA...

     TIPTREE stands there expectantly with his suitcase, awaiting
     further instructions.  They aren't long in coming.  A BLACK
     MYNAH BIRD swoops out of the tunnel, lands on the platform,
     and STRUTS in front of him.

                               MYNAH
               FOLLOW ME.  AWWWKK!  FOLLOW ME.

     The bird flutters its wings and takes off again -- INTO THE
     TUNNEL.  TIPTREE stares after it in disbelief.  Then the bird
     CAWS AGAIN -- its shrill voice echoing from the darkness of
     the tunnel:

                               MYNAH (O.S.)
               FOLLOW ME.  AWWWKK!

     TIPTREE clambers over the edge of the platform, dropping
     awkwardly to the tracks below.  Suitcase in hand, he begins to
     walk...

     INT. LIMO - MOVING - NIGHT

     ALFRED tearing up the streets as BRUCE consults his tracer.

                               BRUCE
               He's slowed down.  Looks like he's under
               the park.

                               ALFRED
               How do you propose to get down there, sir?
               We can't have Batman strolling up to buy a
               token.

                               BRUCE
               I know another way in.
                    (beat)
               Step on it.  They're down there waiting
               for him.

     ALFRED turns the limo hard right -- into GOTHAM PARK -- past
     the statue of GENERAL WAYNE atop his horse...

     INT. SUBWAY TUNNEL - THAT MOMENT

     A LOCAL TRAIN roars by, filling the screen.  When it passes,
     we see TIPTREE with his suitcase, walking along the express
     tracks at the far wall of the tunnel -- more frightened with
     each step.  It's dark and eerie down here in the tunnels; the
     only illumination comes from dim LANTERNS spaced at fifty-foot
     intervals.

     He sees the lights of an EXPRESS TRAIN behind him, and quickly
     switches to the local tracks.  The train rumbles past with a
     deafening blare, and the car lights briefly illuminate his
     surroundings.  TIPTREE glances over at the inside wall of the
     tunnel...

     ...where he sees, huddled in an ALCOVE just off the tracks, a
     small gathering of HOMELESS PEOPLE.  They've set up camp down
     here in the tunnels, away from the elements.  Surrounded by
     bags full of old clothes, DINING on canned food and cheap
     wine, they stare curiously at the well-heeled stranger with
     the suitcase who's invaded their domain.

     TIPTREE eyes them fearfully and picks up his pace, hastening
     down the tunnel.  The HOMELESS make no move to follow -- with
     one exception.  A KID, thirteen or fourteen, in a ratty
     topcoat, climbs down onto the tracks and watches inquisitively
     as TIPTREE vanishes into the shadows.

     His face is familiar.  It's DICK -- the boy vigilante from the
     park.

     INT. TUNNEL - FARTHER DOWN TRACKS - A MOMENT LATER

     In this stretch of the tunnel the LANTERNS don't seem to be
     working -- and the MYNAH is completely invisible.  When he
     comes to a fork in the tracks, he has to wait for the sound of
     the bird's shrill voice to guide him:

                               MYNAH
               AWWRRK!  FOLLOW ME.

     TIPTREE stumbles ahead blindly in the darkness.  He trips on
     the tracks and drops the suitcase.  As he's getting to his
     feet, a FLASHLIGHT shines DIRECTLY IN HIS FACE...

                               VOICE
               STOP THERE.

     The MYNAH BIRD flutters through the beam of light and perches
     on the shoulder of an UNSEEN FIGURE.  TIPTREE COWERS and
     SQUINTS, trying to make him out, but the figure who stands
     before him is shielding his face with an open UMBRELLA.

                               TIPTREE
               I've cooperated.  I've done everything you
               said.

                               PENGUIN
               Open the case.

     TIPTREE lifts the lid, revealirig TWO RAVENS in the suitcase.
     A CACKLING LAUGH echoes in the darkness.

                               PENGUIN (cont.)
               ...Two ravens?

                               TIPTREE
               The other one is Bruce Wayne's.
                    (trembling)
               He doesn't know anything about this.
               You've got what you want.  There's no need
               to --

                               PENGUIN
               Thank you, Mr. Tiptree.  You may go.

     TIPTREE stands.  He backs away from the suitcase warily.

                               TIPTREE
               My family.  You won't --

                               PENGUIN
               We'll certainly take your unexpected
               generosity into consideration.

                               TIPTREE
               We -- ?!?
                    (shielding his eyes)
               You're not Batman.

                               PENGUIN
               No.  I'm his brother-in-law -- Birdman.
               Now move out.

     INT. TUNNEL - HIGH ANGLE - THAT MOMENT

     TIPTREE marches slowly down the tracks, TOWARD CAMERA,
     silhouetted in the flashlight beam.  The beam SHIFTS SLIGHTLY
     as the Penguin moves toward the suitcase and sets the light
     down --

     -- and we catch sight of the CATWOMAN perched on a steel
     cross-girder above the rails, her CHROME-STEEL TALONS GLINTING
     as she waits for TIPTREE to pass underneath.

     INT. TUNNEL - ON TIPTREE

     looking increasingly twitchy as he approaches the cross-
     girder.  He slips a hand into the pocket of his topcoat,
     WHIRLS SUDDENLY --

     -- and brings up his .38 AUTOMATIC, firing THREE QUICK SHOTS
     at the PENGUIN.  The shots RICOCHET LOUDLY off the umbrella --
     which happens to be a bulletproof job.  The PENGUIN lifts his
     brolly; FIRE SPITS out of the shaft --

     -- and TIPTREE staggers backward.  SHOT IN THE CHEST.  He
     spins into a steel upright and topples, face-forward, onto the
     ELECTRIFIED THIRD RAIL -- FRYING HIMSELF in a shower of
     sparks.

     The smoke is still clearing when the CATWOMAN drops to the
     tracks.  The PENGUIN rushes to her side to check TIPTREE for
     signs of life.

                               CATWOMAN
               That idiot.  Another six feet --

                               PENGUIN
               So sorry to spoil your fun.  -- He brought
               two ravens.  We've got a complete set!

                               CATWOMAN
               What??

                               PENGUIN
               Yeah!  They're in the suitcase --

     An AWFUL RUMBLING fills the tunnel.  They see the lights of a
     TRAIN approaching on the center track -- the same one they're
     standing on, the one TIPTREE's body is slumped across.  The
     PENGUIN's first impulse is to run back toward the inner track,
     where the ravens lie, but the CATWOMAN is trying to drag
     TIPTREE out of the train's path...

                               CATWOMAN
               GIVE ME A HAND!

     They pull the corpse onto the outer express track just as the
     train arrives.  They stand against the outer wall, waiting for
     the train to pass...

     ...and when it does, they see DICK -- the boy vigilante --
     standing on the inner track directly across from them.
     HOLDING THE SUITCASE.  The kid takes off like a shot.  The
     CATWOMAN and the PENGUIN exchange quick looks of utter
     disbelief -- and BOLT AFTER DICK.

     INT. TUNNEL - ON DICK

     The bulky suitcase is slowing his progress.  He looks back
     over his shoulder; although the stubby-legged PENGUIN has
     fallen well behind, the CATWOMAN is gaining fast.



     PAGE 101 MISSING FROM HARD COPY



     INT. TUNNEL - ON DICK

     watching in the light from the train as the two costumed
     figures grapple in the distance.  He races back toward the
     scene of the melee...

     INT. TUNNEL - OUTTER EXPRESS TRACK - THAT MOMENT

     ...where BATMAN and the CATWOMAN are trading punches, blow for
     blow.  He knocks her off her feet with a vicious right hook,
     and she sprawls on the track, dazed and bleeding.  She lifts a
     hand: no mas...

     He looks back toward the suitcase on the center track.  Before
     he can make a move toward it, he spots ANOTHER TRAIN
     approaching on the outer tracks -- right on the heels of the
     last one.  He crouches to pull the CATWOMAN's limp frame out
     of its path...

     ...but as he does so, a HORN BLARES -- and a SECOND TRAIN
     comes barrelling down the center track from the opposite
     direction!  Now he's got trains approaching on either side,
     and there's no place to go --

     The CATWOMAN is groggily getting to her feet.  He LUNGES at
     her -- THRUSTS HER BACKWARD, toward an ALCOVE in the outer
     tunnel wall.

     INT. TUNNEL - ON DICK - THAT MOMENT

     The OUTER train is already speeding past, obscuring BATMAN and
     the CATWOMAN from view.  The CENTER train is bearing down
     fast.  A split-second before it arrives, DICK'S HAND snatches
     the suitcase out of its path -- and he TUMBLES TO SAFETY on
     the innermost LOCAL TRACK.

     He stands and watches as the two trains pass in opposite
     directions.  He doesn't know if BATMAN is alive or dead...

     INT. ALCOVE - THAT MOMENT

     BATMAN and CATWOMAN are flattened in the tiny alcove --
     there's not two inches of breathing space between them and the
     passing TRAIN.  She's come around now, and she's FLAILING and
     CLAWING at him, trying to PUSH HIM OUT.

     HER HAND closes around his UTILITY BELT.  As they struggle,
     she hits the trigger of a SMALL GAS CYLINDER...

     It's BRUCE's hydraulic BATWING DEVICE -- the one that saved
     him when he fell off the roof.  But this time the results are
     altogether different.  He GASPS IN HORROR as the WINGS OF HIS
     CAPE stiffen and inflate -- FORCING HIM AWAY FROM THE WALL OF
     THE TUNNEL.

     His OUTER WING strikes the TRAIN -- FLAPPING WILDLY against
     the passing CARS -- SNAGGING FINALLY on the ralling of the
     rearmost car --

     -- and BATMAN is suddenly RIPPED OUT OF THE ALCOVE -- DRAGGED
     OFF DOWN THE TRACKS by the passing train!

     INT. TUNNEL - INNERMOST TRACK - ON DICK

     He's still there with the suitcase -- waiting apprehensively
     to see what's become of BATMAN.  Finally the center train
     passes --

     -- and he sees CATWOMAN standing ALONE IN THE ALCOVE --
     smiling at him -- advancing menacingly.  DICK TURNS TO RUN...

     A GUNSHOT rings out -- and the last thing he sees as he slumps
     to the tracks is a whiff of SMOKE pluming from the shaft of
     the PENGUIN'S UMBRELLA.

     The PENGUIN's panting -- soaked with sweat.  The CATWOMAN
     snatches up the suitcase and rushes over to join him.  She
     peers off into the tunnels after BATMAN, exhilarated...

                               CATWOMAN
               God.  Did you see him? Isn't he hot?

                               PENGUIN
               Haven't you got anything else to think
               about?
                    (mopping sweat from his brow)
               I'm hot.  That was exhausting.

                               CATWOMAN
               No pain, no gain!  -- Suck it up.  We're
               not out of here yet.

     She sprints off down the tracks.  SQUAWKING, he waddles along
     behind her, as fast as his fat little legs will carry him...

     As they vanish into the darkness, the CAMERA TRACKS back --
     past DICK, who lies unconscious on the tracks, bleeding
     heavily from his shoulder wound -- DEEPER INTO THE MAZE OF
     TUNNELS --

     -- arriving finally on the ragged black figure of BATMAN as he
     staggers forth from the shadows, dazed and bloody.  He scans
     the tunnel, finding no trace of his enemies -- and then his
     gaze falls on DICK.

     He limps over and KNEELS at the boy's side -- cradling his
     head protectively, staring helplessly into the blackness all
     around him...

                                                       DISSOLVE TO:

     EXT. GOTHAM CITY SKYLINE - NIGHT

     The stark outlines of the city, BATHED IN MOONLIGHT.  CAMERA
     ZEROES IN on the glowing, ornamental DOME of CITY HALL...

     INT. CITY HALL - THAT MOMENT - NIGHT

     A PENTAGONAL BALCONY girds the interior of the dome.  We TILT
     DOWN to ground level -- where TWO AGED SECURITY GUARDS lie
     sprawled at odd angles on the marble floor, FATALLY SHOT.

     The PENGUIN closes his gun-umbrella and waddles across the
     atrium of City Hall, past a statue of blind Justice, to a
     point directly under the dome.  There, encased in a plexiglass
     case, is a SCALE MODEL of GOTHAM CITY -- circa 1885, when City
     Hall was erected.  He shouts up:

                               PENGUIN
               LETS DO IT!

     INT. CITY HALL - BALCONY UNDER DOME - THAT MOMENT

     The CATWOMAN, FRICK, and FRACK are already up on the balcony.
     Lining its periphery are various DISPLAY CASES of historical
     interest; and positioned along the wall at each point of the
     pentagon are FIVE ARCHED NICHES -- each one containing a
     bronze bust.  The patriarchs of Gotham's Five Families...

     The CATWOMAN and co. go to work quickly.  She removes the FIVE
     RAVENS from a gunny sack as FRICK and FRACK work their way
     around the balcony, YANKING the busts from their recessed
     bases.  She follows along behind them, replacing each bust
     with a RAVEN.

     When they're done, the PENGUIN yells up:

                               PENGUIN
               Now.  Give each raven a quarter-turn.

     His pals in the dome oblige -- TWISTING each raven in its
     recessed socket, in quick succession...

     INT. CITY HALL - ATRIUM - ON PENGUIN

     The moment of maximum tension.  He stands there frothing at
     the mouth with anticipation.  SECONDS TICK OFF, and nothing
     happens.

                               CATWOMAN
               What happens now?

                               PENGUIN
               I don't know.  That's all...!

     He looks around expectantly as the others peer down at him
     from above.  He really doesn't know what's supposed to happen
     next.  Suspecting the worst, he throws his umbrella to the
     floor and begins STAMPING ABOUT IN A RAGE, SPUTTERING,
     flapping his arms like wings.

                               PENGUIN (cont.)
               We've been TRICKED!  It's a HOAX!  It's
               a --

     He SHUTS UP suddenly at the sound of a loud CHUNK.  Somewhere
     behind him, ANCIENT GEARS are beginning to grind.  He spins
     and stares at the SCALE MODEL of GOTHAM in its plexiglass
     case...

     The city model is TREMBLING slightly.  As he watches, the DOME
     of the miniature CITY HALL -- in the dead center of the model
     city -- POPS OFF on a hinge.  A METAL STRONGBOX rises into
     view...

     INT. DOME - ON BALCONY - THAT MOMENT

     The CATWOMAN, FRICK and FRACK stare down at the little metal
     box.  The PENGUIN is already clambering atop the plexiglass
     case of the model, SMASHING AT IT with his umbrella, trying to
     get at the box.

                               FRICK
               That's the treasure?

                               CATWOMAN
               No.  It's a map...

     She affixes a ROPE to the balcony railing and CLIMBS OVER.

     INT. CITY HALL - ATRIUM - ON PENGUIN

     The plexiglass case finally SHATTERS -- and the PENGUIN falls
     through, landing atop Gotham City.  He snatches at the
     strongbox and gets to his feet, bestriding the city like a
     colossus.  He's climbing down off the tabletop when the
     CATWOMAN, on her rope, touches down behind him.

     He hunkers down on the floor and knocks the rusted padlock off
     the box.  He opens it and stares greedily at the contents -- a
     MAP and a bunch of old, crumbling PHOTOS.  The CATWOMAN creeps
     over to his side:

                               PENGUIN
               Bruce Wayne.  So he doesn't know a thing
               about the treasure, eh...?
                    (handing her the map)
               Look at this.  It's right under Wayne
               Manor.  It's been there all along!

     Now the CATWOMAN snatches at the PHOTOS.  They show
     progressively closer views of ANCIENT GNARLED STALACTITES --
     an odd, distinctive SUBTERRANEAN ROCK FORMATION...

                               PENGUIN (cont.)
               Looks like some kind of cave.

                                                   FADE THROUGH TO:

     INT. WAYNE MANOR - GUEST BEDROOM - DAY

     TIGHT ON THE FACE of DICK.  He lies unconscious in a big soft
     frilly bed A WOMAN'S HAND wipes his feverish brow with a damp
     cloth; he moans slightly...

     His eyes snap open suddenly.  He sits BOLT UPRIGHT with a
     yelp.

                               VICKI
               No, no -- don't try to get up -- you're
               hurt.

     He pushes her aside and climbs out of bed anyway.  His
     shoulder is bandaged, his arm in a sling.  The pajamas he's
     wearing are three sizes too large.  He paces about, staring at
     his unfamiliar surroundings.

                               VICKI (cont.)
               It's all right.  You're safe.  You can
               stay here as long as you need to.

                               DICK
               I don't belong here.  You can't keep me
               here.

     Vaguely unnerved, he goes to a window, pulls back the shades,
     looks out at the grounds.

                               VICKI
               It's "Dick", isn't it?  Or do you prefer
               "Richard"?

     He stares at her as if she's nuts.  VICKI opens a closet door:
     all of his ratty belongings are hanging inside -- including
     the red-and-green GYMNAST'S SUIT with the "R" insigne on the
     breast.

                               VICKI
               "R" -- for Richard, right?  See, all your
               things are here...
                    (staring at the costume)
               What is it, some kind of gymnast's outfit?

                               DICK
               It's none of your business.  What is this,
               some kind of home?

                               VICKI
               No, not that kind.  There's a swimming
               pool -- tennis court -- you can have
               anything you want.

                               DICK
               Tennis court?!  -- Lady, you're rich.  How
               the hell would you know what I want?

     VICKI tries to lay a soothing arm on his shoulder.  He bats it
     away, pushes her aside and turns toward the door in
     agitation --

                               DICK
               I'm not staying.  You can't make me --

     -- and sees BRUCE standing in the doorway looking at him.

                               BRUCE
               I can make you.

     DICK freezes -- as if BRUCE's mere presence has mesmerized
     him.  The hint of a smile plays across his face: ohhhhh.  I'm
     in Batman's house.

                               BRUCE (cont.)
               Come on.  Wanna go at it?
                    (no response)
               Look, kid -- like it or not, you're my
               guest -- and long as you're here you might
               as well enjoy it.

     ALFRED appears with a tray of hot food and sets it down on a
     bedside table.  DICK edges toward it and sits down.  He waits
     for ALFRED to leave and then TUCKS IN HUNGRILY -- eyeing BRUCE
     all the while.

                               BRUCE (cont.)
               Will you two be okay in here?

     VICKI nods yes.  BRUCE backs out of the room.

     INT. WAYNE MANOR - OUTSIDE GUEST ROOM - DAY

     BRUCE pulls the door shut.  ALFRED follows him down the hall.

                               ALFRED
               What do you propose to do with him, sir?
               Keep him in the room for the rest of his
               life?

                               BRUCE
               I don't know, Alfred.  I've got other
               stuff to worry about.

                               ALFRED
               The child is hurt, sir.  At the very least
               we should attempt to locate his parents.

                               BRUCE
               He hasn't got any parents.

                               ALFRED
               How do you know that, sir?

     BRUCE turns and fixes ALFRED with a steely gaze.

                               BRUCE
               ...I know.

     The PHONE RINGS as BRUCE starts down the long stairway.
     ALFRED picks up a hallway extension.  He covers the
     mouthpiece:

                               ALFRED
               Sir -- it's Miss Kyle.

     BRUCE rushes back upstairs to take the call.

     INT. PENGUIN'S LAIR - THAT MOMENT - DAY

     ARCTIC BIRDS chirping all around in the penguin-pool room.  A
     SNOW OWL struts across the PENGUIN's desk as SELINA makes a
     phone call -- with the PENGUIN, FRICK, and FRACK hovering over
     her.

                               SELINA
               Well!  Tall, dark and handsome.  Are we
               still on for tonight?

     INT. WAYNE MANOR - ON BRUCE

     He covers the receiver and stares intensely at ALFRED.  On his
     look we

                                                       DISSOLVE TO:

     INT. WAYNE MANOR - FRONT PARLOR - NIGHT

     Christmas carols playing.  VICKI's got DICK helping her trim
     the tree.

     INT. BRUCE'S BEDROOM - NIGHT

     BRUCE is getting dressed for his date with SELINA.

                               ALFRED
               Is this necessary, sir?  After all...it is
               Christmas eve.

     BRUCE reaches for his UTILITY BELT.  He empties the contents
     of one packet onto a dresser: a dozen tiny, red GLASSINE
     CAPSULES.  He scoops up a handful of the CAPSULES and deposits
     them in his jacket pocket.

                               BRUCE
               Stuff'll knock out a moose, much less a
               cat.

                               ALFRED
               I don't like to see you going out on a
               date...unprotected, sir.

                               BRUCE
               She'll be ready for Batman -- but not for
               me.
                    (turning to go)
               It's the only way, Alfred.  I've got to
               take her out tonight.

     INT. ENTRY HALL - FIVE MINUTES LATER (DICK'S POV)

     DICK watches from the front parlor as VICKI meets BRUCE at the
     bottom of the stairs.  The two of them exchange a few brief
     words; he embraces her, strokes her hair gently -- then glumly
     sets his jaw and moves off toward the front door.

     VICKI reenters the parlor, trying to force an expression of
     cheer as DICK turns discreetly away.  This is one weird
     household he's landed in...

     INT. SELINA'S LOFT - NIGHT

     SOFT MUSIC plays in the background as SELINA preens in front
     of a vanity, doing her eye makeup, taking great pleasure in
     her own reflection.  She's looking especially sultry tonight
     in a glittering low-cut gown.  She lowers one shoulder strap
     and strikes a pose in the mirror: better.  She runs a hand
     through her hair, TOUSLING IT for that recently-ravished look.

     The DOORBELL rings, and by the time SELINA crosses over to
     answer it, she's lowered the other strap as well -- which
     means she has to hold up the top of her dress with one hand.
     BRUCE finds himsell dumbstruck as she lets him in.  She pulls
     up both straps as she greets him nonchalantly:

                               SELINA
               You're early.  I'm afraid I'm not quite
               dressed.

     BRUCE enters and takes a long look around.  It's a big open
     loft, only partly finished, filled with Egyptian artifacts.
     The walls feature modern paintings with CAT MOTIFS.  The
     finished section is dominated by a huge BED on a raised
     platform -- three or four CATS are walking around on it,
     yowling at BRUCE.  SELINA CHUCKLES as he scopes it all out.

                               SELINA (cont.)
               If you're looking for my bondage gear,
               it's at the cleaners.

                               BRUCE
               Christmas eve.  No tree?

                               SELINA
               No presents.  I've been a bad girl this
               year.

     BRUCE takes a seat on the sofa while SELINA goes to a nearby
     wet bar.

                               BRUCE
               I'm surprised you kept this date.  I
               thought you would've lost interest by now.

                               SELINA
               What makes you say that?

                               BRUCE
               You've got what you want, don't you?

                               SELINA
               I do now.
                    (smiling)
               We've had this date for a long, long time.

     With that, she sets the drinks down on the table and moves in
     to KISS him -- a long, slow, wet kiss.  But BRUCE seems
     strangely unresponsive.  She breaks free and gives him a funny
     look.

                               BRUCE
               How much is it going to cost me?

                               SELINA
               What?

                               BRUCE
               ...To get the ravens back.

     He watches her closely for a reaction.  SELINA's shocked, but
     she conceals it well -- chuckling in apparent confusion.

                               SELINA
               You're the oddest man I've ever met.
                    (moving in on him)
               Let's talk later, Bruce.  I've got kind of
               a short fuse...

     BRUCE tenses slightly as she KISSES him again -- leaving a
     crimson LIPSTICK SMEAR on his cheek.  She works her way
     downward, kissing him around his neck and throat...

     HIS HAND reaches into his jacket pocket.  He withdraws a tiny
     GLASSINE CAPSULE.  But before he can use it --

     He JERKS BACK suddenly -- pushes her away.  His free hand goes
     to his neck, where a thin trickle of BLOOD is oozing from
     between two bright red LIPSTICK LIPS.  She's bitten him...

     Now she SHUSHES him -- reaches over to the tiny wound and
     massages it gently with one hand.

                               SELINA
               Did I hurt you?  Just relax -- you'll
               start to enjoy it.

     BRUCE pulls away again.  His eyes are strangely glazed.  He
     tries to speak, but his tongue feels thick and swollen.

                               SELINA (cont.)
               Bruce, you look faint.  It must be the
               cats.

     BRUCE stands suddenly.  It's as if he's mired in a slo-mo
     nightmare.  His legs give way beneath him and he topples to
     the floor, INERT.  His fingers go slack and the capsule rolls
     out; he tries to reach into his pocket, but his arm won't seem
     to work.

     SELINA's cat, HECATE, strolls across his prostrate form --
     purring and stretching...

     BRUCE'S POV

     A worm's-eye view -- SELINA looms over him with a predatory
     smile on her face, shifting in and out of focus.

                               BRUCE
               What di-- what did you d--

     She runs a finger across her lips and holds it up -- bright
     red.

                               SELINA
               I guess I've...gotten under your skin.

     BACK TO SCENE - ON BRUCE

     His hand goes to the BITE on his neck -- and he realizes
     SELINA's lipstick is spiked with a fast-acting PARALYTIC DRUG.
     He writhes helplessly on the carpet, his whole body gradually
     going slack.

     The PENGUIN, FRICK and FRACK stroll through the doorway and
     stand over him -- ALL LAUGHING...

                                                       DISSOLVE TO:

     EXT. WAYNE MANOR - NIGHT

     A COUNTY SHERIFF'S CAR cruises past the manor, right on
     schedule.

     INT. WAYNE MANOR - PARLOR - NIGHT

     ALFRED on the telephone, checking in with the County Sheriff's
     boys.

                               ALFRED
               Everything's fine, thank you.  We'll talk
               in an hour.

     Behind him, VICKI is waiting up for BRUCE.  She's curled up on
     the sofa, reading a book, throwing the occasional anxious
     glance at a big grandfather clock -- which strikes eleven
     o'clock.

     INT. WAYNE MANOR - GUEST BEDROOM - NIGHT

     DICK opens the bedroom door and peeks down the hall.  He's got
     all his belongings tied up in a bundle on the bed; he opens a
     window and throws the bundle outside.

     There's a nice strong TREE BRANCH some ten or twelve feet from
     the window -- just close enough that he should be able to make
     it.  He climbs up onto the windowsill, crouches, and SPRINGS.

     INT. CAR - OUTSIDE - THAT MOMENT - NIGHT

     A car full of trouble: SELINA, wearing a fur coat over her
     Catwoman garb, at the wheel; the PENGUIN riding shotgun; and
     FRICK in the back seat -- next to BRUCE, who's semi-conscious
     and stone limp.  The car idles outside the wrought-iron gates
     of Wayne Manor.

                               PENGUIN
               Try his mag card.

     FRICK digs in BRUCE's pockets and finds a bunch of RED
     CAPSULES.

                               FRICK
               Look at this.  He's a pillhead.

     Now FRICK finds a mag-striped card and INSERTS IT into an
     electronic device at the edge of the drive.  The gates
     magically part.  There's a large VAN just behind the car --
     driven by FRACK, and carrying two random GOONS.  Both vehicles
     pull in before the gates slide shut.

     INT. WAYNE MANOR - A MOMENT LATER

     VICKI hears a signal from the security panel in the kitchen
     announcing what should be BRUCE's arrival.  She heaves a huge
     sigh of relief -- then rushes to the door and flings it open.

     She sees BRUCE standing there and her face lights up.

                               VICKI
               Ohh.  Am I glad to --

     To her horror, BRUCE topples forward -- and lands on the
     floor, flat as a board.  VICKI SHRIEKS as the PENGUIN enters,
     throwing his arms wide.

                               PENGUIN
               MER-R-R-RY CHRISTMAS!!

     EXT. WAYNE MANOR - THAT MOMENT - NIGHT

     DICK has shimmied down to a lower branch.  He lets go and
     drops to the snow, WINCING; his shoulder wound is bleeding
     again.  As he grabs his bundle, he hears RAUCOUS LAUGHTER
     coming from around the house.

     He races over to peer around the corner.  He sees the two cars
     out front.  He sees the last of the goon squad barging in
     through the front door.

     His face full of confusion and conflict, he moves to a window.
     In the entry hall he sees BRUCE on the floor -- and VICKI
     surrounded by gun-toting intruders.  One of them grabs her and
     twists her arm behind her back.

     INT. WAYNE MANOR - ENTRY - THAT MOMENT

     VICKI shrieking and struggling as she stares down at BRUCE.

                               VICKI
               What did you do to him??

     SELINA gives her a catty little smile.

                               SELINA
               First-time jitters, I guess.  Everything
               was going great, and then...he just went
               limp as a noodle.

     INT. WAYNE MANOR - ON STAIRWAY

     Drawn by the commotion, ALFRED rushes down the stairs to the
     entry hall, pulling a robe around him.  He freezes in his
     tracks when he sees FRICK dragging VICKI into the front
     parlor, holding a gun to her head.

                               PENGUIN
               You'd be the butler.  Why don't you come
               on down and attend to your guests?

     ALFRED hesitates, until the PENGUIN pulls a gun on him.  He
     marches down the stairs slowly, pausing by BRUCE's prostrate
     form.

                               ALFRED
               Mr. Wayne.  Is he -- ?

                               PENGUIN
               You know how it is.  Some guys just can't
               hold their egg nog.

     INT. FRONT PARLOR - A MOMENT LATER

     The PENGUIN marches ALFRED in where the rest of the gang's
     already assembled.  FRICK throws VICKI down roughly on a sofa
     just next to the Christmas tree while the GOONS drag BRUCE
     inside.

                               PENGUIN
               I should explain the occasion of our
               visit.  There's a treasure underneath this
               house -- and I don't plan to leave until
               you tell me how to find it.  Now who's
               going to talk -- Miss Vale?

                               VICKI
               I don't know what you're talking about.

                               PENGUIN
               The cave.  Under the house.  How do I get
               there?

     The PENGUIN gestures.  FRICK holds the gun to her head.

                               VICKI (cont.)
               I don't know!  I swear, I would tell
               you --

                               PENGUIN
                    (turning to ALFRED)
               Then maybe you'd like to tell me.

                               ALFRED
               You're no more than a common thief.

                               PENGUIN
               Wrong, you old idiot.  I happen to be a
               very uncommon thief.
                    (beat)
               Are you going to tell me, or does Miss
               Vale get an early present this year?

     FRICK cocks the gun.  VICKI stares aghast at ALFRED, who scans
     the room, weighing his options.  Trembling, he shuts his
     eyes --

                               ALFRED
               I...don't...know...

                               PENGUIN
               Then go ahead, Mr. Frick...decorate the
               tree.

     FRICK's finger tightens on the trigger.  VICKI winces.  ALFRED
     starts to blurt something out.  But a split-second before he
     can speak --

                               SELINA
               Wait!
                    (crossing over to VICKI)
               We don't know how to get down there yet.
               We may need her when Bruce wakes up.

     The PENGUIN sighs and waves FRICK off.  ALFRED and VICKI heave
     simultaneous sighs of relief.  He throws her a shamefaced look
     -- but she gives him a tiny nod of acknowledgement: you made
     the right play.

                               SELINA (cont.)
               Besides -- I want this one for myself.  So
               pretty...I'm going to give her a brand new
               face for Christmas.

     The PENGUIN throws a look at BRUCE, who's still out cold on
     the floor.  He turns to FRICK and FRACK.

                               PENGUIN
               Why don't you two tie up our host?

     ALFRED sits beside VICKI while SELINA wanders off to tour the
     premises.  FRICK and FRACK, meanwhile, drag BRUCE into a back
     parlor which opens off the room they're in.

     INT. BACK PARLOR - THAT MOMENT

     They dump BRUCE face down on a sofa -- then rip the telephone
     cords from around the baseboard and use them to bind his hands
     and feet.

     INT. FRONT PARLOR - ON MR. BONIFACE

     Still holding his gun on VICKI and ALFRED, he wanders about
     the room, admiring the various furnishings and expensive
     objects.

                               PENGUIN
               It's all so plush and tasteful, isn't it?
               Just the sort of setting in which I've
               always imagined myself.

     ALFRED, on the sofa, can't resist letting out a snort of
     disgust.

                               PENGUIN (cont.)
               I see.  You think I'm vulgar.  You think
               I'm...nouveau.

                               ALFRED
               I think you're a dirty little man with
               a --

     The PENGUIN silences him by sweeping one arm across a
     tabletop, sending a bunch of PRICELESS CHINA FIGURINES
     crashing to the floor.  He points to ALFRED as FRICK and FRACK
     reappear.

                               PENGUIN
               See, boys, that's old money talking.
               After a while, they actually start to
               believe they've earned all this.
                    (smirking)
               I don't mind.  Someday I'll be old money
               too -- when the statute of limitations
               runs out.

                               SELINA (O.S.)
               Hey!  -- Guess what I just found.

     Face full of anticipation, he TURNS -- just in time to see
     SELINA returning from the kitchen with a big silver tray of...

                               SELINA (cont.)
               Christmas cookies!

     The PENGUIN is crestfallen, but that doesn't stop him from
     cramming a handful of cookies down his gullet.  SELINA
     graciously serves VICKI and ALFRED, who munch away with
     limited enthusiasm.

                               PENGUIN
               Let's spread out and see what we can find.
                    (to FRICK and FRACK)
               You two -- keep an eye on our friends
               here.  Give me a yell the minute Wayne
               comes to.

     FRICK and FRACK post themselves at the doors to the front
     parlor as SELINA, the PENGUIN and the GOONS fan out through
     the house.  CAMERA TRACKS WITH THEM as they move past BRUCE --

     -- and in a quick CLOSEUP we see his EYES OPEN -- his hands
     STRUGGLING against his bonds.

     SERIES OF SHOTS

     QUICK GLIMPSES of the intruders enacting their depredations as
     they search for the entrance to the cave.  SELINA and the
     PENGUIN are flinging open doors, moving clocks, looking for
     secret panels; as they go, they systematically TEAR THE HOUSE
     APART -- smashing BRUCE's possessions, ripping paintings out
     of frames, etc.

     Meanwhile, the TWO GOONS are outside prowling around the
     grounds, looking for an exterior entrance -- and back in the
     parlor, FRICK and FRACK are keeping their guns trained on
     ALFRED and VICKI.

     INT. WAYNE MANOR - CORRIDOR OFF KITCHEN - NIGHT

     CAMERA TRACKS down a long, empty hallway -- arriving at a
     LOCKED DOOR with curtained-off glass panels.  Suddenly, an
     ELBOW smashes through the glass -- a hand reaches inside and
     fumbles for the lock --

     INT. FRONT PARLOR - THAT MOMENT

     FRICK and FRACK start at the sound of a SECURITY ALARM blaring
     from the kitchen.  VICKI looks at ALFRED...

                               FRICK
               Better check it out.

     FRICK stays behind as FRACK rushes out into the entryway and
     down a long hall to the kitchen.  He tosses a glance back at
     VICKI and ALFRED, then steps out into the entryway himself.

                               FRICK (cont.)
               What is it?  What's going on??

     VICKI and ALFRED look into the back parlor.  DICK GRAYSON has
     sneaked in behind the sofa -- and he's busy sawing away at
     BRUCE's bonds with a letter opener.  Both of them stiffen
     simultaneously -- if FRICK steps back inside, he'll have a
     clear view of DICK and BRUCE.

     INT. KITCHEN - THAT MOMENT

     FRACK has opened a panel on the kitchen wall, revealing the
     SECURITY SYSTEM from which the alarm emanates.  A RED LIGHT is
     blinking, indicating DICK's break-in.  FRACK throws switches
     frantically, trying to kill the sound.  Finally he succeeds --
     and SHOUTS:

                               FRACK
               Some kind of security system --

     INT. BACK PARLOR - THAT MOMENT

     DICK's gotten BRUCE free -- but BRUCE, still under the effects
     of the drug, isn't much use.  He tries to get off the sofa and
     crumples in a heap.

                               DICK
               Can you move, man?

                               BRUCE
               Library -- got to get me to the library --

     DICK slings an arm around BRUCE and drags him to a door
     opening onto the hallway.  They're just about to step outside
     when FRACK comes marching back on his way from the kitchen.

     INT. FRONT PARLOR - ON VICKI AND ALFRED

     -- faces wracked with utter, desperate tension as they watch
     the situation develop.

     INT. ENTRY HALL - THAT MOMENT

     FRICK and FRACK conferring, ignoring VICKI and ALFRED for the
     moment.  By now the PENGUIN is waddling in from a hallway:

                               PENGUIN
               What is that ungodly racket?

                               FRACK
               A security alarm.  It went off in the
               kitchen.

                               PENGUIN
               My God!  Is someone in here?

     He struts over to huddle with his cronies.  BRUCE and DICK are
     still poised in the doorway.  It looks bad...

     INT. FRONT PARLOR - THAT MOMENT

     ALFRED looks at BRUCE and DICK -- then at FRICK and FRACK
     bickering with the PENGUIN in the entryway.  He pats VICKI's
     knee -- gestures for her to keep her seat --

     -- and LUNGES at FRICK, making a play for his gun.  A moment
     of confusion ensues -- giving DICK and BRUCE just enough time
     to dart out into the hallway, duck around a corner, and
     vanish --

     -- but ALFRED is a frail old gent, and he can't keep it up for
     long; a blow to the face sends him sprawling to the floor.
     FRICK instinctively pulls the trigger and SHOOTS HIM at point-
     blank range.

     VICKI rushes into the hallway -- screaming, crying.

     INT. LIBRARY - THAT MOMENT

     The room's a mess, books all over the floor.  The groggy BRUCE
     props himself up against his desk.  He manages to pull the
     bottom drawer open -- gropes frantically for the secret
     switch.  He's CRYING.

                               BRUCE
               Alfred...

                               DICK
               I'll go back.

                               BRUCE
               I can't...get down there...without you.

     DICK turns.  To his amazement, the sectional bookcase is
     swinging open -- revealing the secret passage to the BATCAVE.

     INT. ENTRY HALL/FRONT PARLOR - THAT MOMENT

     We will all be pleased to know that ALFRED has only suffered a
     superficial wound to the arm.  VICKI is on her knees beside
     him; the PENGUIN is watching them with utter contempt.

                               PENGUIN
               What an extraordinarily stupid thing to
               do.

                               VICKI
               SHUT UP.  Help me with him.

     The PENGUIN rolls his eyes and orders FRICK and FRACK to give
     VICKI a hand without him.  They carry him into the parlor, lay
     him out on the sofa.  VICKI reaches into her purse for a
     handkerchief and begins binding his wound as the PENGUIN pulls
     FRACK aside.

                               PENGUIN
               You and I had better check the ground
               floor and see what's going on.  Mr. Frick
               -- do you think you'll be able to manage
               this pair?

                               FRICK
               Yes sir.

                               PENGUIN
               Oh, good.  That does relieve my mind --

     He turns, glances into the back parlor, and sees a pile of CUT
     CORDS on the love seat.  The blood drains out of his face.

                               PENGUIN (cont.)
               Where's Wayne???

     INT. BATCAVE - THAT MOMENT

     DICK has just entered another world -- and he's looking around
     him in pure, unalloyed amazement.  BRUCE is fumbling with a
     packet on a spare UTILITY BELT; he shakes out a fistful of
     pills and swallows them dry.

     Then he goes to his bank of monitors and begins flipping
     switches.  They blink on one by one; DICK moves up behind
     BRUCE and looks on, dazzled.

     INSERT - MONITOR

     The screen shows The PENGUIN in a sun room, shouting to his
     two armed GOONS through a pair of French doors.

                               PENGUIN
               Check the grounds!  The shape he's in, he
               can't have gotten far.

     BACK TO SCENE - ON BRUCE

     He turns to his main control panel, reaches for a switch, and
     waits.

     EXT. WAYNE MANOR - THAT MOMENT - NIGHT

     The two GOONS outside, with guns and flashlights, roaming
     cautiously around the grounds.  They turn suddenly --

     -- as CORRUGATED-STEEL SECURITY PANELS slam into place over
     every ground-floor door and window in Wayne Manor!

     INT. SUN ROOM - THAT MOMENT

     The PENGUIN sees the same thing happening, only from inside.
     He listens helplessly as his GOONS pound on the steel panels
     from outside.  It's just occurred to him that he's trapped in
     here...

     INT. BATCAVE - A MOMENT LATER

     DICK is up on a catwalk leading back to the library of Wayne
     Manor.  BRUCE shouts up to him from the control console down
     below.

                               BRUCE
               -- as soon as he gets to the East wing.
               Wait for my signal.  You know what to do.

     DICK nods yes and bolts off.

     INT. FRONT PARLOR - A MOMENT LATER

     VICKI and ALFRED are still sitting at gunpoint.  With the
     commotion going on all around them, FRICK is getting itchy-
     fingered.

     Suddenly the STEREO begins blaring at top volwne -- "SANTA
     BRING MY BABY BACK TO ME."  FRICK turns and stares at it in
     confusion -- goes over to fiddle with the controls --

     -- and suddenly BRUCE'S VOICE is coming through the
     loudspeakers.

                               BRUCE (O.S.; filter)
               VICKI!  RUN!  NOW!

     She's off the sofa like a shot, DIVING for the entry hall.
     FRICK turns and takes aim --

     -- but before he can squeeze the trigger, DICK's come out of
     nowhere to HIGH-KICK him in the face!  The shot goes wild and
     the two of them tumble into the Christmas tree, knocking it
     over...

     INT. ENTRY HALL - THAT MOMENT

     VICKI hits the floor of the entry hall.  HUGE OAKEN SLIDING
     DOORS are already slamming shut behind her.  The same thing is
     happening all down the hall -- the East wing of the house is
     sealing itself off!

     INT. FRONT PARLOR - THAT MOMENT

     DICK CARTWHEELS across the carpet -- catching FRICK high on
     the chest and RAMMING him backward, into the hearth.  Before
     FRICK can regain his balance, DICK's BEANED HIM across the
     back of the skull with a fireplace poker.

     He bends and picks up FRICK's gun -- which he tosses to
     ALFRED, who's been watching all this with some fascination
     from the sofa.

                               DICK
               Here.  You might need it.

                               ALFRED
               Thank you, Master Dick.  And...bravo.

     INT. KITCHEN - THAT MOMENT

     VICKI has made it to the wall phone.  She can't seem to get a
     dial tone --

                               VOICE FROM BEHIND
               Do you really think we're that stupid?

     VICKI turns, and realizes to her horror that the VOICE is
     SELINA's.

                               SELINA (cont.)
               I tawt I taw a puddy tat...!!

     With that she raises a hand -- and her CLAWS pop out.  VICKI
     turns, grabs a carving knife from a wooden block -- but before
     she can do anything with it, a WHIP cracks and wraps around
     her wrist, jerking the knife loose.  SELINA tugs on the other
     end, reeling her closer.

                               SELINA
               You know, I've got a great recipe for
               Sliced Bitch --

     VICKI lunges forward suddenly, causing the whip to slacken and
     throwing SELINA off-balance into the center island.  While
     they're tangled up, VICKI grabs a MEAT CLEAVER and tries to
     bring it down on SELINA, but SELINA rolls effortlessly out of
     the way and returns the favor, SWIPING at VICKI with her
     claws.  VICKI brings a Calphalon skillet up just in time to
     block the blow: CLANG.

     VICKI sweeps her arm across the countertop, showering SELINA
     with knives and appliances.  It buys her enough time to make
     for the door -- but SELINA comes flying after her.  Another
     downswipe with the claws -- but VICKI shoves a BUTCHER'S BLOCK
     into SELINA's path, and her TALONS wedge a half-inch deep in
     the wood.

     VICKI rushes out while she's trying to pry herself loose.

     INT. DINING HALL - A MOMENT LATER

     SELINA enters but finds no trace of VICKI.

                               SELINA
               I love a good old-fashioned catfight --
               but this is pissing me off.

     VICKI charges out from behind a sideboard, pushing a WHEELED
     COCKTAIL CART before her.  It SLAMS full-force into SELINA,
     who lands on her back on the great long dining table.  VICKI
     is in the doorway to the entry hall by the time she gets up.

     INT. ENTRY HALL - STAIRWAY - A MOMENT LATER

     VICKI races up the stairs.  She has a good lead, but SELINA
     makes up the difference in a hurry.  She takes the stairway in
     three giant bounds -- reaches the landing just as VICKI ducks
     down the hall and into a bedroom, slamming the door behind her
     and LOCKING IT.

                               SELINA
               HERE, kitty kitty kitty...HERE, kitty
               kitty...

     She KICKS THE DOOR OPEN.

     INT. BEDROOM - THAT MOMENT

     SELINA enters and strikes a coy pose as she shuts the door
     behind her.  VICKI has opened a pair of French doors leading
     to a balcony, but it's too long a drop.  She stands there
     paralyzed as SELINA advances.

                               SELINA
               So this is where you earn your keep.

     She GRABS VICKI -- holds her out at arm's length and shoves
     her roughly back onto the bed.  VICKI flails wildly as SELINA
     kneels atop her...

     SELINA's CLAWS shred VICKI's blouse, revealing a frilly
     section of bra --

                               SELINA
               Mmm!  Frederick's of Gotham?

     She plants a talon against VICKI's sternum and RAKES IT
     DOWNWARD, drawing a RED STRIPE on the exposed flesh of VICKI's
     belly.  Now VICKI just loses it.  She begins to SHRIEK
     uncontrollably.

                               SELINA
               Not so loud, honey!  The neighbors'll get
               the wrong idea.
                    (laughing)
               Santa's coming.  Time for all good girls
               to go to sleep...

     She raises her claw-hand and prepares to slash down at VICKI's
     neck.  But an instant before she can strike -- VICKI goes
     wide-eyed and shuts up.  A BLACK SHADOW falls across the
     moonlit bed.  SELINA tenses --

     -- as a BLACK-GLOVED HAND grabs a fistful of her hair --

                               BATMAN
               Miss me, "Angel"?

     He yanks her bodily off the bed.  Before she knows what's
     happening, he delivers a POWERHOUSE UPPERCUT.  She flies into
     the door and knocks it cleanly off its hinges.

     INT. HALLWAY/STAIRCASE - A MOMENT LATER

     BATMAN steps out after SELINA, who's only now picking herself
     up.

                               SELINA
               Okay -- let's do it, huh?  You and me...
               all the way this time.

     She HISSES and jumps him.  They grapple -- a quick flurry of
     fists -- and he knocks her ass-over-teakettle down the long
     stairway.

     She gets to her feet, limping, and darts around a corner.
     BATMAN marches implacably down the stairs, taking his time...

     INT. HALLWAY - A MOMENT LATER

     VICKI rushes out of the bedroom.  She looks down the hall and
     sees FRACK flying out of the guest room, UPSIDE DOWN --
     slamming into the wall opposite.  He slumps to the carpet, out
     cold.

     A moment later DICK strolls out.  VICKI rushes to his side --

                               VICKI
               Come on.  We'll be safe in the cave.

     INT. DOWNSTAIRS HALLWAY/ARMORY - A MOMENT LATER

     BATMAN PAUSES outside the door to the armory, which is
     slightly ajar.  He pushes it in cautiously...

     ...and a HALBERD smashes through the wood frame -- slicing
     down mere inches from his face.  It's the PENGUIN wielding the
     ax; he backs off in seeming terror as BATMAN advances on him.
     But then --

     -- SELINA springs down from a perch above the doors -- landing
     on his back -- and the two of them are going at it again.
     It's a room full of exotic weaponry, and most of it gets a
     good workout in the next thirty seconds.

     BATMAN dodges a LANCE -- which embeds itself into the wall
     behind him, QUIVERING -- and swings a MACE squarely into
     SELINA's ribs.  It's a crippling blow; she flies backward,
     knocking over a suit of exotic armor -- which TOPPLES,
     knocking over another -- and another --

     -- until the various suits of armor have all fallen over,
     domino-style -- the last of them landing squarely atop the
     cowering PENGUIN.

     SELINA is badly hurt now.  She makes it out of a rear door to
     the armory.  BATMAN pauses to check on the PENGUIN -- he seems
     to be out for the count -- and sets off in pursuit of SELINA.

     SEVERAL MOMENTS PASS before the groaning PENGUIN comes around
     enough to dig himself out.

     INT. HALLWAY - A MOMENT LATER

     As the PENGUIN stumbles around a corner, he peers into the
     LIBRARY.  VICKI is crouched by BRUCE's desk, reaching into a
     bottom drawer.  A hidden panel in the bookcase pops open...

     INT. LIBRARY - THAT MOMENT

     As she helps ALFRED into the secret passageway, VICKI turns to
     DICK:

                               VICKI
               Come on.  Come with us.

                               DICK
               No.  I can still help...

     INT. HALLWAY - A MOMENT LATER

     The PENGUIN flattens against the wall as DICK sprints out of
     the library and heads off in the opposite direction.  There's
     a flabbergasted look on his face -- he recognizes this kid.

                                                           WIPE TO:

     INT. BATCAVE - A MINUTE LATER

     At the monitor bank, watching BATMAN's pursuit of SELINA, are
     VICKI and ALFRED.  They pivot suddenly at the sound of a
     VOICE:

                               PENGUIN
               Such primitive entertainment.

     He's holding a gun on the two of them.  He stares about
     delightedly, taking in the prehistoric splendor of the cave.
     His eyes light up at the sight of the BATMOBILE, parked on its
     little plateau.

                               PENGUIN (cont.)
               So Bruce equals Batman.  It seems I've
               discovered two treasures!
                    (an evil smile)
               Don't move.  I'd be only too happy to
               shoot you both.

     He pulls out his packet of photos and begins to scan the cave.
     He spots the distinctive ROCK FORMATION in an upper vault of
     the cavern.  It's a couple of plateaus over; a long narrow
     CATWALK runs past it, some ten or twelve feet below.

                               PENGUIN
               The Gotham City Treasury.  It's about to
               be stolen twice.

                               ALFRED
               Don't be absurd. You'll never be able to
               get it out of here.

                               PENGUIN
               Oh, I'll manage somehow.  You two are my
               guarantee of that.
                    (nudging VICKI with the gun)
               Let's have a look, shall we?  You go
               first.

     He shoves her.  She starts across the catwalk, his gun at her
     head.

     INT. UPSTAIRS HALLWAY - THAT MOMENT

     SELINA's made it back upstairs, but she's moving at quarter-
     speed, favoring one leg and clutching her ribs as she lopes
     down the hallway.  She's just passed the balcony overlooking
     the entry hall when BATMAN appears dead ahead in her path.

     He's ready to rumble -- but instead of responding, she packs
     it in.  She stops, slumps against a wall and begins to laugh.

                               SELINA
               It could've been so nice -- you and me --
               if only you weren't so screwed up.

                               BATMAN
               It's over.  I don't want to hurt you any
               more.

                               SELINA
               Tell me something -- one thing.  If you
               don't enjoy all this...why do you do it?

     He just looks at her.  He doesn't have an especially good
     answer.  She sighs.

                               SELINA (cont.)
               I'll never understand men.

     She SPINS SUDDENLY, delivering a high-kick to BATMAN's throat.
     As he reels backward, into a wall, she leaps up onto the
     narrow BANNISTER RAILING some thirty feet above the entry hall
     floor and goes into a CROUCH -- preparing to SPRING at the
     enormous crystal CHANDELIER mounted to the ceiling --

     -- but just as she launches off, BATMAN rolls -- and brings up
     a GUN from his belt.  He fires a RAZOR-SHARP DISK which sails
     past her head, cleanly SLICING THROUGH the chain which
     suspends the chandelier.

     The chandelier FALLS just as CATWOMAN catches hold of it --
     and she finds herself PLUMMETING to the floor of the entry
     hall.  On impact, the chandelier EXPLODES into a thousand
     fragments; the CATWOMAN lands hard on her back and lies
     sprawled in the midst of the wreckage, unmoving.

     BATMAN advances slowly down the stairs.  Her arms and legs jut
     out at unnatural angles; she lets out an eerie, whimpering
     YOWL OF PAIN -- a cri du chat.  He stands over her; she glares
     up at him.

                               BATMAN
               Nine lives.

                               CATWOMAN
               I can't move.  I can't move.

     Her face is cut and bleeding.  She tries to lift an arm and
     can't quite manage it.  He crouches down beside her, still
     cautious...

                               CATWOMAN (cont.)
               DON'T LOOK AT ME!!
                    (pleading)
               Do me, baby...do me now...that's what I
               want.  Please?

     BATMAN looks up.  DICK is standing on the balcony overlooking
     them, highly curious as to what he'll do.

                               BATMAN
               No.

     BATMAN slowly rises to his feet.  She lets out another
     gruesome WHINE.

                               CATWOMAN
               COME ON.  Don't stop now.  FINISH ME OFF.
                    (almost weeping with pain)
               Son of a bitch.  You're all alike...

     Her STEEL CLAWS snick into place.  With an agonizing effort
     she lifts her forearm -- bends her wrist.  She's trying to
     slit her own throat.

     He reaches for his belt, extracts a GLASSINE CAPSULE, and
     breaks it open with his thumb.  He drops it amid the shattered
     glass around her face.  A tiny cloud of GREEN GAS plumes out,
     and her hand falls limply at her side as she lapses into
     unconsciousness.

     BATMAN stands over her for a minute as DICK marches down to
     join him.

                               DICK
               You should've done it, man.  You should've
               killed her.

     BATMAN gives him a long, hard look -- but says nothing.

                               BATMAN
               There's a radio in the cave.  We'll send
               for help.

     INT. BATCAVE - A MOMENT LATER

     The PENGUIN and VICKI are on a catwalk just below the ROCK
     FORMATION.  A STONE OUTCROPPING extends toward the catwalk,
     and he forces her to JUMP FOR IT.  Now he has to follow; the
     prospect makes him nervous, but it's a short hop, and he
     clears it okay -- finding his footing on the rocky slope.

     They're cautiously making their way up toward the ROCK
     FORMATION when BATMAN appears suddenly at the far end of the
     catwalk -- sizes up the situation and FREEZES IN HIS TRACKS.

                               PENGUIN
               Ah, the illustrious Mr. Wayne.  Look at
               you now.  Whatever would your friends say?
                    (smiling)
               You've been an exceptionally congenial
               host -- but I must ask you to back off.

     The PENGUIN grabs hold of VICKI and HOLDS HER CLOSE as they
     climb the last few feet toward the grotto.  BATMAN swings his
     cape around, concealing his hands from view.  He takes a
     cautious step backward.

     CLOSEUP - BATMAN'S HAND

     His free hand closes around a BATARANG -- flicks it open.

     ANGLE ON ROCKS - PENGUIN AND VICKI

     They've pulled almost even with the rock formation.  A LARGE
     DANK GROTTO is visible through a small gap in the rocks.

                               PENGUIN
               No sudden moves.  It's a long way down.

     Gun at her head, he peers into the grotto...

     HIS POV - INSIDE THE GROTTO

     A VAST FORTUNE in GOLD and SILVER BULLION, undisturbed in all
     these years.  GLINTING in the darkness.  Hanging upside-down,
     above it, like silent guardians, are BATS -- DOZENS of them --
     their tiny wet red eyes GLIMMERING at the PENGUIN...

     He dislodges a rock.  It tumbles into the grotto...

     ...and a startled BAT comes screeching out of the gap in the
     rocks -- FLYING DIRECTLY AT HIS FACE.

     ANGLE ON ROCKS - PENGUIN AND VICKI

     He BACKS AWAY IN HORROR as the bat streaks past him.  He FIRES
     HIS GUN wildly.  The SOUND OF IT rouses MORE BATS, and they
     come flying out of the hole -- a VAST, CHITTERING SWARM.
     VICKI SHRIEKS; the PENGUIN STUMBLES -- and the two of them
     FALL BACK ONTO THE ROCKS, hanging on for dear life.

                               BATMAN
               VICKI!

     An instant later BATMAN lets fly with the BATARANG.  Clean
     hit; the PENGUIN staggers back, and his GUN skitters down
     across the rocks.

     With BATS screaming all around her, VICKI takes a deep breath
     and VAULTS toward the CATWALK.  She's a foot short; she grabs
     hold of the railing and HANGS THERE, over the ABYSS, trying to
     pull herself up.  BATMAN races toward her --

     -- but the PENGUIN, clambering down across the rocky
     outcropping, has managed to grab hold of his GUN.  The BATS
     have begun to swirl up toward the higher recesses of the
     cavern, and he's able to draw a clean bead on BATMAN.

     THUNDEROUS ECHOES reverberate through the cave as the first
     shot strikes BATMAN and knocks him backward.  As the second
     spins him around.  As the third sends him TOPPLING OVER THE
     RAILING.

     VICKI screams.  BATMAN manages to grab the rail with one hand.
     Now two of them are hanging from the catwalk -- sitting ducks
     -- and the PENGUIN is determined to empty the clip.

     The ECHOES are cacophanous.  ANCIENT STALACTITES drop from the
     vaulted roof of the cavern, PLUMMETING DOWNWARD like deadly
     projectiles, shattering agaist the cave floor.  And then --

     BATMAN pulls a tiny DEVICE from his utility belt and FLINGS
     IT.  It lands in the rocks at the PENGUIN's feet.  He stares
     down at it, and two beats later --

     -- it begins to emit an EERIE ELECTRONIC WHINE.  Within
     moments, EVERY BAT IN THE CAVE is in a FRENZY -- HOMING IN ON
     THE SIGNAL.  The PENGUIN looks up sees them coming.  A CHOKED
     WAIL emits from his throat as he drops the gun and stands
     there, PARALYZED.

     He's just been beaten at his own game.  He lets out a last
     awful HOWL as HUNDREDS OF BATS ENGULF HIM --

     -- and he PLUNGES DOWN INTO THE PIT -- his hideous scream
     dwindling to a faint echo, then vanishing altogether...

     BATMAN manages to drag himself up onto the catwalk.  He rushes
     over to VICKI, pulls her up, drapes his cape around her
     protectively.  Gradually, as the BATS recede to their distant
     perches, he stands and helps VICKI to her feet.  They embrace
     on the edge of the abyss.

     On the far plateau, DICK has hooked up with ALFRED.  The
     butler is slumped against a lab table, weary and exhausted,
     clutching his wounded arm.  DICK slings an arm around him and
     helps him to the stairway.

                                                            CUT TO:

     EXT. WAYNE MANOR - NIGHT

     SQUAD CARS everywhere.  FRICK and FRACK emerge in handcuffs,
     flanked by COPS.  PARAMEDICS carry the still-unconscious
     SELINA past on a stretcher and load her into the back of an
     ambulance.

     INT. WAYNE MANOR - ENTRY HALL - NIGHT

     The place is an utter mess.  Amid the carnage we find BRUCE
     conferring with COMMISSIONER GORDON and LT. BULLOCK.  In b.g.,
     a POLICE DOCTOR is dressing ALFRED's gunshot wound.

                               GORDON
               ...and then Batman showed up?

                               BRUCE
               He saved all our lives, Jim.  I can't say
               for sure, but I'd bet she's the one behind
               the murders.

                               GORDON
               God -- I pray you're right.
                    (beat)
               One thing before we go, Bruce.  Who's the
               kid?

     BRUCE looks into the front parlor, where VICKI and DICK are
     righting the fallen Christmas tree.

                               BRUCE
               Oh, that's Vicki's little cousin.  He's in
               town for the holidays.

                               GORDON
               Well, he picked a hell of a time to visit.
                    (turning to go)
               Merry Christmas, Bruce.  Good luck
               cleaning this place up.

     GORDON and BULLOCK file out, followed by the POLICE DOCTOR.
     BRUCE smiles wearily to himself and strolls into the front
     parlor.

     INT. FRONT PARLOR - NIGHT

     ALFRED loads 'SILENT NIGHT' on the CD.  VICKI ambles up to
     BRUCE:

                               VICKI
               What are you going to do with all that
               gold?

                               BRUCE
               I dunno.  Might be a good start on a place
               to live -- for some people who don't have
               one.

     She hugs him.  DICK plugs in the Christmas-tree lights; they
     blink to life just as the GRANDFATHER CLOCK strikes twelve.

                               VICKI
               It's Christmas.

                               BRUCE
               Yeah.  Maybe you should -- open your
               present.

     She runs a hand along his cheek and laughs softly.

                               VICKI
               Oh, Bruce, presents doesn't matter.  None
               of it matters.  We're all safe.  We're
               together.

                               BRUCE
               ...You might as well.

     He digs around in his jacket pocket and produces a tiny GIFT
     BOX, which he hands to VICKI.  She unwraps it, opens it slowly
     -- and sees a DIAMOND RING inside.

     She gazes up at him, speechless.  He gazes back.

     CAMERA PULLS UP and away until we can see the whole of the
     devastated room, and all the people in it -- VICKI, falling
     into BRUCE's arms; DICK, off to one side, watching them;
     ALFRED, tossing broken furniture into a roaring fireplace.
     And on the image of this decidedly eccentric family unit, we

                                                          FADE OUT.



                                THE END