BATMAN II

                             by

                        Daniel Waters







                                               May 20, 1991








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




     INT. A STUFFY MANSION--A NIGHT ABOUT THIRTY YEARS AGO

     The viewer floats through an overbearing mansion and
     up its sweeping staircase to where a stern man in
     conservative dress is pacing back and forth, smoking a
     cigarette in a cigarette holder.  He is the FATHER.  The
     throes-of-labor pants and moans of the MOTHER can be
     heard from down the hall.

     Disturbing other-worldly Gaas and Goos chill the air.
     Mother's moans turn to howls.  The Father stops and
     gapes the cigarette holder out of his mouth to see a
     SCREECHING NURSE wail out of the mansion room and
     disappear down the other end of the hallway.

     A TRAUMATIZED DOCTOR next plows out from the room; hold-
     ing his mouth in a frenetic gagging noise.  The Father
     runs into the room.  The viewer remains outside and
     hears the Father's subsequent screams.

     INT. MANSION LIVING ROOM--CHRISTMAS EVE PAST--NIGHT

     A bizarrely corrugated Cage, made up of wavy, barely
     separated black bars sits amid the plush elegant, period
     and Christmased-up surroundings of the mansion.  With
     their backs turned to the sickly squeals emerging from
     the Playpen from Hell, Father and Mother, holding
     martinis, look out a window of gentle snowfall, with
     bloodshot eyes.  A 50's-type radio warbles a Christmas
     classic.

     A strange pair of eyes peer from the cage.  Taking the
     point of view of the eyes from inside the playpen, one
     sees the mansion's Christmas tree from between the dark
     cage slats.  The squealings stop.

     AN ANGELIC CHILD in an undershirt and red boxer shorts
     steps into view to block the Christmas tree.  The Child
     stares into the cage, his face contorting in horror.

                             MOTHER
               Honey, don't stare at your brother.

     The angelic child runs off.  Mother and Father simultan-
     eously finish off their martinis, and plop the empty
     glasses down.

     EXT. A PARK--THAT NIGHT

     A HAPPY COUPLE in 50's dress, pushes a baby carriage
     through the park cooing toward their bundle of joy inside.

     Father and Mother straggle from the other direction,
     creaking forward an ominously closed-up, wickedly de-
     signed baby carriage that serves to muffle nasty whining
     and thumping noises.

                             HAPPY COUPLE
               Merry Christmas!

     Father and Mother fake a smiling response that dies as
     the happy couple passes.  They then brake at the railing
     of a storybook bridge over a bubbling brook.  With dark
     nonchalance, Father and Mother each grab an end of the
     carriage and heave it upward.

     EXT. THE CARRIAGE--NIGHT

     swirls in the air and splashes down into the small river.
     Right side up, the carriage gently rides the tranquil
     rapids.  It bobs through an open sewer tunnel pipe.

     INT. THE SEWER--NIGHT

     The carriage innocently slides through the murky waters
     of the awesomely cavernous and creepy sewer, softly
     surfing its sides.

     INT. A DARK LAIR--NIGHT

     The resilient carriage spews from a gaping pipe into a
     moat of water that surrounds a vast patch of snow and
     ice that is the centerpiece of a dark and mysterious
     lair.

     The carriage rides a small wave that tumbles it onto the
     sanctuary's arctic island.  From out of the darkness of
     the lair, FOUR STATUESQUE EMPEROR PENGUINS WITH
     DISTINGUISHED GRAY BELLIES regally approach the
     carriage and surround it with spooky authority.

     FROM OUT OF THE DARKNESS OF THE OPENING CREDITS WE
     GO TO...

     EXT. A STORE--EARLY EVENING OF THE CURRENT ERA

     where the Batman logo fills the frame with a portentous
     soundtrack boom.  A playful salvo of snowballs reverber-
     ates against this image as the logo is revealed to be a
     hanging centerpiece in the window of a Batman merchandis-
     ing store, along with Batman sleds, lunch boxes,
     T-shirts, and ticking clocks.

     EXT. GOTHAM PLAZA--EARLY EVENING

     Bathed in pristine snow and packed with GIDDY SHOPPERS,
     POINSETTIA GRASPING LOVERS, BLESSED CAROLERS, and an
     overwhelming array of Christmas decoration, the intimate
     Plaza center of Gotham City has been dragged kicking and
     screaming into a state of beauty and happiness.

     A vivid electronic teletype reads:  HAVE A MERRY ONE,
     GOTHAM CITY!  YOU DESERVE IT!  FOUR SHOPPING DAYS
     LEFT, GO-GO-GO!

     Meeting up before a bustling department store called
     SHRECK'S, an AGGRESSIVELY ALL-AMERICAN DAD holds up a
     bowed Batman sled to an ALL-AMERICAN MOM.  An ALL-
     AMERICAN SON rushes up causing All-American Dad to
     exaggeratedly hide the present behind his back to the
     sweetly hooting delight of All-American Mom.

     Just behind them, an ADORABLE LITTLE GIRL takes a dollar
     from her precious little purse and gives it to a
     SALVATION ARMY SANTA.  A sweet, microphoned voice wafts
     out over the Plaza.

                             SWEET MICROPHONED VOICE (O.S.)
               Could I have your attention, Gotham
               City?

     EXT. FROM AN ELEVATED STAGE AT THE CENTER OF THE
     PLAZA--EVENING

     A dewy-eyed young lovely, wearing a snow bunny fur,
     a tiara, and a banner streamed across her chest
     that reads ICE PRINCESS, continues into her mike.

                             ICE PRINCESS
               It's time for tonight's Lighting
               of the Tree!  How 'bout that!

     The merrily promenading Consumers of Gotham City stop
     to joyously beam up to the stage to watch the Ice
     Princess scurry to a massive Red Button and press it
     down.  This action causes a mammouth Christmas Tree to
     grandiosely come to light.  The hypnotized crowd erupts
     into aahs and oohs.

     INT. A VERTICAL SEWER GRATE--EVENING

     Through a grand, vertical half-circle sewer grate, an
     older stranger pair of eyes peer.  Taking the point of
     view of the eyes through the grate slats, one takes in
     the sight of the mammouth lit Christmas Tree, just as it
     did through the Playpen bars.

                             THE VOICE OF PENGUIN
               It is so beautiful, I could die.
               I must have been born around
               Christmas time, because every year
               I get the same intense desires to
               scream, cry, and freely engage in
               violent bodily eruptions.

     EXT. OUTSIDE THE SEWER GRATE--EVENING

     A sickly duo of black, webbed hands curl out around the
     grate bars.  Eerily poking out next is a twisted bird-
     like nose and a creepy pair of lips...

                             PENGUIN'S LIPS
               Gosh, I guess I should really get
               out more...

     The planet's most beloved butler, ALFRED, marches past
     the sewer grate carrying a ludicrously wrapped object
     that is shaped like a mini-Tyrannosaurus Rex.  He moves
     to the parked Wayne Rolls-Royce and pulls off a ticket
     from the windshield with a huff.

     A PAPERBOY bustles up, holding up a newspaper headlined
     PENGUIN:  MAN OR MYTH OR SOMETHING WORSE?

                             PAPERBOY
               Sir, read about the latest sighting
               of the Penguin creature!  Says here
               he derailed a Trolley car into a
               modeling school for Gifted Children
               and then blew up a church where...

                             ALFRED
               Dear Boy, sometimes it is a pleasure
               to believe in fairy tales.  Other
               times it is merely annoying...

     Alfred cheerfully shakes his head as the Paperboy
     scampers off.  Alfred suddenly feels a chill coming
     behind him.  He turns to the sewer grate just as the
     slimy flippers recoil back away.

     INT. INSIDE THE SEWER GRATE--EVENING

     His back turned to the viewer and wearing a black, thick,
     full-length, and grimily wraith-like coat-cape, PENGUIN
     pulls back from the grate.  He is lowered down from the
     grate to the sewer floor by a Rubber Duck Scissor-Lift
     Buggy apparatus being cranked by TWO DWARVES.

     An eerily attentive gauntlet of wildly intense SOCIAL
     PIRATES, listens upward on either side of the macabre
     sewer tunnel--Depraved workers from a long since bank-
     rupted carnival.  Unvibrantly made-up and demeanored
     CLOWNS who have never made anyone laugh brush up against
     STEELY DAMES in tight, tattered, and faded Magician
     Assistant Costumes.  All members of the gang have a RED
     TRIANGLE painted over their left eye.

                             PENGUIN
               Look out and behold the joyous
               faces.  All the wonderful smiles.
               I wish there was a way to keep
               all those wonderful smiles...

     The fleshy-beaked Penguin grandly turns to reveal himself
     in his squat, quivering, quasi-mutant glory.

                             PENGUIN
               in a jar...where I could shake
               them up and watch them turn into
               mushy goo...Oh my outcast friends,
               I am about to become Gotham City's
               best nightmare.

     Penguin elegantly opens up an umbrella to pass beneath
     a sewer drip.  He flicks open an ornately odd timepiece
     that reads twenty minutes until seven.

                             PENGUIN
               This city is one big happy
               family....for about twenty more
               minutes.  My previous crimes were
               party favors.  Tonight, Gotham
               gets a real present.

     Penguin lets off a homely squawk of laughter and juts
     forward through his chilling carny co-horts, who fall
     into line behind him.

     EXT. BEFORE SHRECK'S DEPARTMENT STORE--NIGHT

     AN ELEGANT GOTHAMCLOCK clacks to 15 till.  A Limousine,
     passing beneath it, incongruously bearing a cutesy cat
     logo, rumbles to a stop before the Shreck store.
     Emerging out the limo is MAX SHRECK, the charismatic
     Master of Gotham City.  A smattering of flashbulbs
     explode upon his placidly smiling face.  Max is the
     quintessential Upstanding Citizen, owner of everything
     except perhaps a soul.

     Following Max out is a legal pad scribbling, file
     grasping SELINA KYLE, his beautiful beneath bifocals and
     a subdued haircut assistant, along with a blindingly
     grinning yuppie superhero CHIP, muscles on the verge of
     shredding open his Brooks Brothers suit.

     Max doles a gleefully robotic array of handshakes and
     waves, culminating in a slap to the Salvation Army
     Santa's back.  He wings a twenty in Mr.  Kringle's coffer
     as T.V.  REPORTER BIX CARBONDALE.

                             BIX CARBONDALE
               Hello, Mr.  Shreck, Bix Carbondale,
               Goth TV.  Our viewers want to know
               what the man who has everything
               wants for Christmas?

                             MAX
               Clinches.  Bix, I want clinches
               for Christmas.  Peace in Gotham.
               Love between all Men and Woman.
               Understanding.

     The small crowd applauds.  Selina bobbles out a sheet
     of paper from a file, into a sewer grate.  Chip shakes
     his head.

     INT. BELOW IN THE SEWER--NIGHT

     The sheet wobbles down to a sea of looking up through the
     darkness faces.  Penguin's is in the middle, seething
     upwards at the grandstanding atop the grate Max.

                              PENGUIN
               Peace and Love and--oh, what I
               wouldn't give to be able to vomit
               upward.  I, I must be getting
               sentimental.  So many fools in
               Gotham City and I only want to kill
               one of them, and it's not even
               Batman.  I despise Max Shreck more
               than the city itself, because he
               is the city itself.  He wants
               Clinches for Christmas?  How about
               smug, powerful businessman turned
               into squealing jelly by
               misunderstood monster.

     EXT. TOP OF THE SHRECK BUILDING--NIGHT

     The viewer goes from the bottom to the top.  The top
     floor of the building housing the department store is
     a tower of Ivory with a large, friendly sentinel of
     a cat at its tippy top.

     A group of men stand in the window of it, pointing down
     to the Plaza below.

     INT. MAX SHRECK'S OUTER OFFICE--NIGHT

     The Men staring down at Max are THE MAYOR and HIS
     STAFF.  A Shreck Cat Logo Clock on the wall loudly
     clicks to 7:50.

                             HEAD STAFFER
               Mr.  Mayor, how do you think Shreck
               is going to react when you tell
               him "No" on the chemical plant.
               I'm not sure he's exactly heard
               that word before.  He might not
               know what it means.

                             MAYOR
               Max isn't just Gotham's primary
               business investor, he's my friend.
               My pal.  And he'll respect my
               decision as Mayor...God, my city
               is beautiful.

     EXT. THE MERCHANDISING STORE--NIGHT

     The multitude of ticking Batwing clocks click toward
     seven o'clock.  TWO BEAT COPS roam up before the window.

                             BEAT COP ONE
               So the woman said she felt a cold
               clammy flipper on her neck.  When
               she awoke, she saw this thing with
               a nose that...

                             BEAT COP TWO
               Man, no more Penguin stories.  Let
               Batman worry about it.

     A LURID VOLUPTUOUS WOMAN with a massive Cindy Crawford
     mole times 90, in a long coat, sashays toward the uncom-
     fortably transfixed cops.  She holds a large open compact
     over her face and pulls out some lipstick.  From out the
     back of her coat, two PYTHONS slide down the backs of her
     legs.

     INT. MAX SHRECK'S CONFERENCE ROOM--NIGHT

     The Mayor and his staff scurry behind Max as he pushes
     open an imposing set of tall doors revealing his confer-
     ence room in its tech-noir splendor.  On the wall are
     the words SHRECK CORPORATION and a logo of the friendly
     cat, along with a teletype that blows stock numbers by
     at an amusingly-impossible-for-a-real-human-to-read rate.

                             MAX SHRECK
               Sorry to keep you waiting, Mayor.
               How's the family?  And your
               dachshund?  King is his name, no?

                             MAYOR
               Uh, fine.  We're all fine, well,
               actually the vet says my dog...

     Max slides open a piece of an oddly O-shaped conference
     table and goes on to a bizarre chair in the open middle
     --part sci-fi, part Dentist.  Max electronically spins
     the chair to whoever he addresses.  Everyone hustles into
     seats around him.

                             MAX
               How interesting.  You remember my
               assistant Selina Kyle, and of
               course, Chip.

                             SELINA
               .....hi.....

                             CHIP
               Gentlemen, I have the feeling we're
               about to make some serious cabbage.

                             SELINA
                      (gulping courage)
               Before we get started, I was
               wondering if we could address the
               Education Initiative...

     The men at the table gaze to Selina in dumbfounded
     silence.  Max smoothly breaks it.

                             MAX SHRECK
               Before "we" start, I think our
               coffee needs to be addressed.

                             CHIP
                      (super-smug)
               Double Expresso pour moi.

     Selina gloomily backs out the door to the calls of "Me
     too", "Make mine a cappuccino" and "Do you have Decaf?"

                             SELINA
               But uh...

                             MAX SHRECK
               Selina.  Go away.  Do not fret,
               gentlemen, if our meeting goes
               well, I'll let you watch me spank
               her.

     INT. OUTER OFFICE--NIGHT

     Selina cringes at the subsequent laughter as a gleeful
     Chip slams the door behind her.  Alone, by her desk,
     Selina begins to bang her forehead with the palm of her
     hand.

                             SELINA
               You stupid corn dog.  Corn dog.
               Corn dog.  Corn dog.

     She sullenly scribbles "Obey" on a post-it pad which
     she then sticks on the edge of her computer beside a
     garden of other girlishly masochistic post-its like
     "Don't Have a Sense of Humor," and "Save it for your
     diary,".  She sadly gnaws a piece of licorice from
     a package labeled MAX and sighs out the window to get a
     strange glimpse of a GIANT, WRAPPED, RED-BOWED PRESENT
     puttering between two buildings.

     INT. THE CONFERENCE ROOM--NIGHT

     Max spins to the Mayor.  A Digital wall clock pings to
     7:55.

                             MAX SHRECK
               Barring anymore aggressive
               embarrassment, I'd like to set a
               start date for the construction
               of my chemical plant.

     The Mayor coughs into a response that must have sounded
     better during its bathroom mirror practice.  Max
     confidently rises.

                             MAYOR
               Max Shreck, my friend, you're the
               pillar of this community.  Pillar.
               There is no citizen whom Gotham
               values more.  No citizen.  Your
               buildings, your stores, your
               factories, your oil wells, your
               licorice...

                             MAX SHRECK
               Your point?

                             MAYOR
               I've got to refuse permission on
               the chemical plant construction.
               Those environmentalists have
               really been on my back.  I just...
               I'm so sorry, I'll make it up to
               you, I'll...

     His back turned to his guests, Max's pleasant demeanor
     chills into a look of horror; his smile gone for the
     first time.  His naked glare of betrayal dies into a
     calm three second blink.

     Keeping his voice barely under control, he comforts the
     sighing-in-relief Mayor and his staff.  While speaking,
     Max reaches to an open MUSIC BOX THAT PLAYS NO MUSIC.
     A ballerina figure typically spins on top, but an odd
     arrangement of needles stick out of the exposed innards
     of the box.  Max twists one of the needles.

                             MAX SHRECK
               Please, Mayor, don't drool.  Or
               apologize.  I appreciate your
               honesty.  I mean, it is not the
               first time we have had a
               disagreement.
                      (turning and smiling)
               Golly, actually it is, isn't it?

                             MAYOR
                      (enthusiastically
                       consoling)
               But I'm sure it's going to be
               the last time!

                             MAX SHRECK
                      (clenched teeth)
               You're right.

     Max's shuddering is distracted by the noise of a wowed
     crowd outside his window.  Everyone bounds up to peek
     out....

     EXT. GOTHAM PLAZA--NIGHT

     The Gargantuan Christmas Present is rolling into the
     Plaza.  Gothamites continue to gasp in wonder.

                             THE ADORABLE LITTLE GIRL
               It's the mostest prettiest thing
               I've ever....

     EXT. BY THE WAYNE ROLLS ROYCE--NIGHT

     Alfred gives his wrapped dinosaur a last fierce and
     painstaking push to get it into his trunk.  Slamming the
     trunk hood down, Alfred looks to the big present.  He
     is wary.  The alarms on the nearby store's Batman clocks
     go off at seven o' clock.

     INT. SEWER--NIGHT

     Hearing the excited murmurs of the crowd above, Penguin
     grins and barks into his headset that has the
     meticulously crude flavor of a Renaissance contraption.

                             PENGUIN
               Deck the halls.

     EXT. THE PLAZA--NIGHT

     One can make out motorcycle wheels churning beneath the
     box and even some moving feet when suddenly the front
     of the box tears open.  With a rebel yell, the sour
     creme de la creme of the GANG of SURLY CARNIVAL DENIZENS
     WITH RED TRIANGLES OVER THEIR LEFT EYES blitzkrieg the
     crowd, including the All-American Family.  A pack of
     disturbingly leathered and helmeted BIKERS on Demonhead
     motorcycles with spiked-for-ice wheels joybuzz forth.

     EXT. THE MERCHANDISING STORE--NIGHT

     The Lurid Woman snaps down her compact to reveal she
     has lipsticked a red triangle over her left eye.

                             BEAT COP ONE
               The Red Triangle Circus Gang!

     The Beat cops freak and reach for their guns, only to
     each find a python slithering up their leg.

     EXT. THE PLAZA--NIGHT

     Also scrambling out are TWO SNEERING BALD MEN, who wear
     massive BLADE TIPS encrusted atop their bare skulls like
     Industrial Mohawks.  A ragged SWORD SWALLOWER struts
     forward tugging an excaliber from his salivating mouth.
     A YOUNGER SURLY PUNK appears wearing a lightly smoking
     neon sign, blinking the word CIRKUS, as a humongous
     chain necklace over his chest.

     A STRONGMAN COVERED IN TATTOOS swipes the precious purse
     of the Adorable Little Girl and swallows it in one gulp.
     An appearing Alfred pushes him away and races off with
     the Little Girl.

     The Carolers flitter off, shell-shocked.  They absurdly
     continue to sing their carol in a frightened tone of
     voice.

     The last one to emerge from the surrogate Trojan horse
     is a scowling creep in RINGMASTER garb--long black
     boots, tight white pants, along with a flowing scarf.
     He wears painted red triangles over his entire face and
     atop his head is the same bizarre headset Penguin wears.
     He casually elbows Santa to the ground.

                             RINGMASTER
               Ringmaster to Penguin.  They love
               the present.  My gang won't let
               you down.

     INT. THE SEWER--NIGHT

     Penguin savors the bedlam, dancing to the shrieks.

     EXT. THE PLAZA--NIGHT

     The Batman sled slams against a police car windshield.
     A disgruntled COMMISSIONER GORDON sputters out into
     his radio.

                             GORDON
               What are you waiting for?  Turn
               it on!....Turn on the Light.

     EXT. THE GOTHAM SKY--NIGHT

     THE RENOWNED BAT BEACON blazes onto the edge of the
     night.

     INT. WAYNE MANOR--NIGHT

     The Bat Beacon can be seen through an elegant mansion
     window.  Its reflection is picked up in an ornate mirror
     in the massive living room and then followed to another
     strategically set up mirror.  The reflection glows
     against the face of a sitting-in-darkness Bruce Wayne.
     He moves out of the light.

     INT. THE SEWER--NIGHT

     Penguin gazes through the grate to behold the beacon in
     the sky.

                             PENGUIN
               Well, it's about time.  Ooh, I'm
               so scared.  Come on, Batman, you
               posterboy sell-out.  I'm the real
               thing and you're just a gym

     EXT. THE PLAZA--NIGHT

     A fleeing Ice Princess shoves an Elderly Woman to the
     ground.

     Various Red Triangle Circus Gang members sack the out-
     skirts of Shreck's department store, swiping goods and
     rearranging the window displays in obscene fashion.  The
     head of a Mrs.  Claus mannequin is belted into an oven.

     The Massive Teletype reads:  TIS THE SEASON TO BE
     JOLLY...

     TERRIFYING CLOWNS scramble atop some wheeled Scaffolding
     (that houses the stage lights) and thunder quasi-antique
     artillery into the Christmas tree, blasting off ornaments
     and lights.  The Knifeskulled Men savagely bow down and
     cut cables running up to the tree, cutting off its
     brilliant light.

     The Massive Teletype reads:  FA LA LA LA LA ---- LA LA LA
     LA.

     INT. THE CONFERENCE ROOM--NIGHT

     The Mayor drops his jaw along with the other men at the
     window.

                             MAYOR
               Oh beautiful, I'm going to get
               blamed for this.

     EXT. THE PLAZA--NIGHT

     Ringmaster and some of his co-horts stand back and laugh
     at the chaos.  Their mirth is slowly strangled by the
     dreaded sound of a supersonically humming engine.  The
     Innocent and the Profane stop beating and being beaten
     to look to the increasing engine noise.

     The Batmobile rockets toward the viewer, the bat beacon
     reflecting off the windshield.  The viewer's viewpoint
     moves through the windshield to face the harshly concen-
     trating BATMAN!

     Making its megagrand entrance, the Batmobile plows
     through the gargantuan, opened present, shredding it to
     pieces.

     Batman slams down a lever.

     Oblong strips of the Batmobile sprout out from the
     vehicle's sides, like wings, to ferociously trip up
     darting past bikers and viciously lovetap various
     carnival hoodlums into spiraling upward unconsciousness.

     Many Red Triangle Circus Gang Members, snarling minutes
     before, run away in hysteria.  The Sword Swallower re-
     devours his sword and the Lurid Snake Charmer Dame
     scoops up her pythons.

     The Terrifying Clown gunmen fire frantically down from
     the scaffolding as the Batmobile rams the wheeled
     platform from the back and drives it closer and closer
     toward the Batman merchandising store.  THUGS IN NOVELTY
     NOSE AND GLASSES fulminate bullets at the back of the
     buffeting Batmobile.

     Batman brakes the Batmobile.  The Inertia-ed Scaffolding
     fiercely slams into the store, sending the Terrifying
     Clowns violently smashing down upon the memorabilia.

     Batman twists a square black Knob.  A powerful STEEL
     JACK-TYPE DEVICE jets out the bottom of the Batmobile and
     barber-seats the vehicle up off the ground.  The
     Batmobile does a sharp 180 degree spin on the jack to
     face the firing thugs.  Batman re-twists the knob.  The
     jack slams back up into the Batmobile as the vehicle
     charges toward the novelty Bespectacled Gunmen.

     INT. THE SEWER--NIGHT

     A Bashed Gunmen slams down upon the sewer grate into the
     suddenly depressed Penguin's viewpoint.

                             PENGUIN
                      (into head-set)
               Batman!  Who invited him anyway?
               Ringmaster, don't panic!  Just
               remember he's just some guy with
               a better costume.  Complete your
               mission.  We caused this chaos
               for a reason!  To get Max
               Shreck!

     EXT. THE PLAZA--NIGHT

     Ringmaster dashes off toward the Shreck building, waving
     along the Neon Necklaced Punk, and the Knifeskulls.

                             RINGMASTER
               Oh yeah....Come on, men, we
               gotta get that Shreck guy.

     With a cackle, the CIRKUS flashing punk gives a STRAY
     BLACK CAT an arching kick.  The cat lands on his feet,
     giving the passing gang members a means-business glower.

     THE BATMOBILE--NIGHT

     With a joystick, Batman raises out a Gatlin-style gun,
     from the Batmobile, that fires out a wild, artistically
     modulated set of steel pieces, chunks, and arrows.  With
     ridiculous precision, the steel projectiles slam through
     the spokes of the terrorizing motorcycles upending them
     and their riders into nasty convulsions.

     Batman focuses upon the Tattooed Strongman angrily
     chasing Alfred and the Little Girl.  He maneuvers the
     joystick that controls the steel spewing apparatus.

                             BATMAN
               Alfred, you rogue...

     A steel star thunks into the back of the Strongman's
     head, crumpling him to the ground.  Alfred stops to
     broadly beam at the passing Batmobile.

     EXT. BEHIND THE STAGE--NIGHT

     Batman steers behind the stage and bounds out.  He
     activates the security cloak over the Batmobile.

     INT. THE SHRECK CONFERENCE ROOM--NIGHT

     The Mayor beams.

                             MAYOR
               I'm gonna get credit for this!

     INT. THE OUTER OFFICE--NIGHT

     A spooked Selina turns from the window to the sight and
     sound of the outer office doors heaving in and out from
     unseen ramming.  She swerves toward the conference room.
     A bullet neatly destructs the left heel of her high heel
     shoe.

     INT. CONFERENCE ROOM--NIGHT

     Everyone freezes toward the commotion going outside the
     tall conference room doors.  Chip takes off and folds
     his blazer, with a laugh of superiority.

                             CHIP
               Gentlemen, don't be afraid.

     He cockily strides toward the noises when the doors slam
     open, crunching him out cold.  Ringmaster and company
     scramble into the room.  Neon Necklace is holding
     Selina.

                             MAX SHRECK
               Gentlemen, let's be afraid.
                      (regarding inert
                       Chip)
               Somebody is not getting a
               Christmas bonus.  Good help is
               hard to...I'm sorry, can I help
               you?

                             RINGMASTER
               Definitely.  We're here to
               kidnap the man who runs Gotham
               City.

                             MAYOR
               Oh no, please....

     The Mayor and his staff break for the door.  The
     Knifeskulls shove their skullblades against the necks of
     two of them.  Neon flicks out a cumbersomely quirky stun-
     gun that has a stream of laser going from one skull
     ornament on one side of the gun to another skull on the
     other.  He stuns the Mayor to his knees.

                             RINGMASTER
                      (laughing, into
                       headset)
               Did you hear that?  The Mayor
               thought we were talking about
               him!

     INT. THE SEWER--NIGHT

     The Penguin squawks in laughter.

                             MAX
               Priceless!  Tell Max he's raw
               scuzz and the epitome of the evil
               of banality...

     INT. THE CONFERENCE ROOM--NIGHT

     Ringmaster shoves on a pair of unusual brass knuckles.
     Protruding out of each knuckle is a small red fluid-
     filled syringe half.

                             RINGMASTER
               Max, you are raw scuzz and the
               epit--
                      (to headset)
               What was that second part?

     INT. SEWER--NIGHT

     Penguin quietly simmers.

                             PENGUIN
               Pinhead.  Just.  Lock away the
               Mayor.  And bring Max down here
               now!

     EXT. THE PLAZA--NIGHT

     With a loud crack, Batman head-butts a rising up Biker
     back down to the ground.  A gauntlet of drained
     bystanders and snapshooting Tourists cheer.  Commissioner
     Gordon sidles up beside Batman, huffing to keep pace
     with the determinedly walking forward hero.

                             GORDON
               Thanks for the assistance,
               Batman.
                      (with a good-natured
                       huff)
               Thanks for doing everything and
               making us look like idiots.  So
               it's the Red Triangle Circus Gang.
               Three years ago, their carnival
               went out of business and...

                             BATMAN
               I know who they are.  They've
               improved.

                             GORDON
               The leaders are in the Shreck
               building.  The Mayor and Max
               himself are up there.  Do you
               need any...

                             BATMAN
               No.

                             GORDON
               But you can't just...

                             BATMAN
               Yes.

     Batman quickens his pace, leaving Gordon and his words
     behind.  He gives Alfred a subtle smile on his way to the
     Shreck building.

     EXT. BEHIND THE STAGE--NIGHT

     Another straggly squadron of Carnival creeps, including
     the Dwarves, ninja out from under a manhole and crawl
     toward the Batmobile.

     A BAREFOOT WAIF IN PRE-FAIRY GODMOTHER CINDERELLA
     RAGS, and with a dirty bandage over one eye, climbs
     atop the Security cloak with a fascinatingly crude laser
     device.

     The waif dexterously jimmies the laser and with a whoosh,
     the shield sputters off.  Everyone eerily commences snap-
     ping pictures including the Penguin, poking his head out
     of the manhole.

                             PENGUIN
               Oh Batman, what you don't know,
               won't hurt me...

     INT. SHRECK BUILDING HALLWAY--NIGHT

     Neon Necklaced Punk holds his aggressively unique stun
     gun on Selina, pushing her down the hall.  She awkwardly
     hobbles on one heel.

                             NEON NECKLACED PUNK
               Move it, low-life secretary...

                             SELINA
               I prefer low-life assistant,
               thank you.  I probably should
               just shut up, but you know, this
               was a very serious pair of shoes
               you ruined.  Couldn't you have
               just been a prince and broken my
               jaw?  My body will heal, but this
               was the last pair left in my
               size.
                      (with revealed
                       anger)
               Oh, and next time, Scooter,
               remember to shoot the other heel.

     With her existing heel, Selina slams out into Neonpunk's
     knee, knocking the stun gun out of his hand onto a nearby
     carpet and him to the ground.

     He seethes in sync to his flashing Neon necklace then
     bolts up toward the stun gun on the center when suddenly
     the carpet is viciously pulled out from under him,
     somersaulting him into a vivid sparking heap.

     Selina breathlessly turns to see Batman at the end of
     the carpet.  He begins to roll it up, semi-oblivious to
     Selina's tentatively delirious verbiage.

                             SELINA
               Cheap but effective.  How are you
               with pies and banana peels?
               There's more of them, coming
               around....Like the carpet, huh?
               A collector?  Wow, the Batman--
               or is it just Batman.  You look
               a lot better in person...I,
               I'm...

                             BATMAN
               Nice shoes.

     Batman hands a stunned Selina the stun gun and hoists up
     the rolled-up carpet, charging off.

     EXT. BEHIND THE STAGE--NIGHT

     The Batmobile's hood is up and its doors are open.
     Penguin's disciples continue to whisk around the
     Batmobile like paparazzi, flashing their cameras.

     INT. ANOTHER HALLWAY CORRIDOR--NIGHT

     A convoy lead by the two Knifeskulls swaggers out from
     Shreck's office.  Ringmaster holds his syringe knuckles
     against Max's neck.

                             RINGMASTER
               How does it feel to know you're
               going to...

                             MAX
               Please...You're a pimple and I'm
               a respected face.  I give you five
               minutes.

     The rolled up carpet whooshes up in the air and smack dab
     impales itself on the blades of the Knifeskulls, locking
     them together.  Batman, with a fist a piece, violently
     bashes them over.

                             MAX
               Make it two.

                             RINGMASTER
               You really think you can take me
               down, Mr.  man-bat?

                             BATMAN
               Sure.

                             RINGMASTER
               One move and...

     Batman gunslingers out his grapple speargun.  The wired
     hook deftly smashes the syringes off Ringmaster's
     knuckles.  Red fluid from the syringes splashes onto
     Ringmaster's hand.  He howls and hobbles as Batman
     saunters toward him, reeling in his gun.

                             BATMAN
               Sh-h-h...

     In one swift-straight arm gesture, Batman shoves the
     Ringmaster's skull into the wall, cracking the headset
     with a quick whine.

     EXT. BEHIND THE STAGE--NIGHT

     Penguin furiously yanks off his now also whining headset.

                             BATMAN
               Imbeciles.  I knew I should have
               hired a better gang...  Hey, it's
               a wrap.

     Penguin's people stop their shutterbugging.  The
     Batmobile hood is slammed shut and the Waif reactivates
     the security shield as the gang scrambles back into the
     manhole.

     INT. THE HALLWAY--NIGHT

     Ringmaster finally collapses out of the wall.  Batman
     steps before his dropping body.  Max reaches out for a
     firm handshake.

                             MAX SHRECK
               Batman.  You certainly live up to
               your hype.  I hope I am not being
               overly immodest in saying that
               this is your finest hour.  By
               saving me, you have saved the
               city.

                             MAYOR
                      (bustling up)
               Good evening, Caped Crusader!  I
               never tire of watching you work.
               With me in the front office and
               you on the streets, we are one
               unstoppable crimefighting team.
                      (to Max)
               Let's get some shots of the three
               of us...

     The babbling Mayor is silenced as he turns to see that
     Batman is nowhere to be seen.

     EXT. THE SHRECK BUILDING--NIGHT

     An exhausted, quivering Selina wobbles out of the
     building with a sigh.  She compassionately bends down
     to the black cat that was kicked earlier and picks it
     up.  She shambles out through the devastation that was
     once a winter wonderland.

     Max and Chip next saunter from the building, politely
     beaming to snapping flashbulbs.  Max shakes some more
     hands and accepts some congratulatory arm squeezes.

                             BIX CARBONDALE
               How do you feel, Mr.  Shreck?

                             MAX
               Boy Bix, I just want to curl up
               with some cocoa and watch this
               craziness on the news.

     The bystanders and camera crews chuckle as Max and Chip
     march off toward the Shreck limousine.  Max's smile de-
     materializes.

                             MAX
               I'm in a bad mood.  Remind me to
               take it out on everyone.

     Stepping forward to the limo, Max and Chip FALL THROUGH
     AN OPENING SEWER GRATE AND COMPLETELY OUT OF SIGHT.

     INT. SELINA'S APARTMENT--LATER IN THE NIGHT

     Selina lowers a dish of milk to her new cat, calling
     out.

                             SELINA
               Honey, I'm home!.....Oh that's
               right, I'm not married.

     She wearily laughs at her private joke then takes in a
     view of her 90's quaint, too-protectively-feminine apart-
     ment -- pink carpet, a neon "HELLO SELINA" on the wall,
     a meticulously ornate doll house, a cactus in a pink pot,
     a sewing-needles-in-progress quilt, a paltry Christmas
     tree, and a pretty embarrassing assortment of stuffed
     animals.  The cat purrs.

                             SELINA
               What did you just purr, Miss Kitty?
               "How can anyone be so pathetic?"
               Yeah, well, takes years of hard
               work, unappreciated hard work.  At
               least I got to meet Batman, eh?

     She absently triggers her new stun gun on and off then
     raises up a tiny remote square and fires it at her
     answering machine.  As the voice of a STERN MOTHER fills
     the air, Selina tidys up her place.  She retrieves Diet
     Cola cans and Shreck Yogurt cartons passing childhood
     pictures of a YOUNGER HAPPIER SELINA on a trampoline, on
     a horse, and on the side of a mountain.

                             STERN MOTHER'S VOICE
               Selina.  This is your Mother,
               just calling to say Hello...

                             SELINA
               Yeah, right...."But..."

                             MOM'S VOICE
               "But" I'm disappointed you're not
               coming home for Christmas.  I was
               looking forward to discussing your
               life.  I mean really, why you
               insist on living in Gotham City
               alone...

     Selina casually squeezes up her remote to fast forward
     the machine.  As the Cat compassionately snuggles up
     beside her to the sound of her lame boyfriend, Selina
     kneels down to do some minute tooling on the rooms of her
     precious doll house.

                             LAME BOYFRIEND'S VOICE
               Selina, about that Christmas
               getaway we planned, I think we
               should break up instead.  I'm not
               afraid anymore to say I need a
               woman who's going to treat me like
               a hero, not a zero.  I...

                             SELINA
                      (hurt
                       fast-forwarding)
               Wow, the party never stops on
               Selina Kyle's machine?  I guess
               I should have let him win that
               racquetball game.

     Selina clomps into her kitchenette and turns on a faucet
     that wildly sprays out in all directions as her own voice
     comes on.

                             SELINA'S OWN VOICE
               Hi Selina, this is yourself
               calling.  I'm reminding you that
               you better have brought home the
               Bruce Wayne file to work on,
               because Max Slavemaster is meeting
               with him tomorrow.

     Wet and angry, Selina drops her remote and instead fires
     her stun gun on the answering machine, shutting it off.
     She again starts banging her forehead with her palm.

                             SELINA
               The File.  You stupid corn dog.
               Corn dog.  Corn dog.  Corn dog...
                      (putting on coat)
               You black cats are for real, aren't
               you?

     EXT. THE GROUNDS OF THE OLD GOTHAM ZOO--NIGHT

     The viewer plunges through the decrepit gates of a stag-
     gering, abandoned zoo--a centerpiece of a perverse
     World's Fair of another world.  Snow-covered cages and
     pits that seem more terrifying empty than if filled with
     ferocious beasts.

     The viewer connects up with a determinedly trotting,
     RATTY, SPIKY-HAIRED POODLE, wearing a strange pair of
     goggles.  The Poodle's hair rises as he passes A SEEDY
     AND DECREPIT, BUT IMPRESSIVELY MAMMOTH AND COMPLEX POWER
     STATION, that crackles with frayed wires.

     The Poodle swerves before a rickety rollercoaster that
     has three shoddy and malignant, Animal-motifed carts put-
     tering up different stages of the dilapidated track.  An
     aberrant cross section of birds ride on one of them.

     The Poodle swings toward the light of a cave lined with
     sparkling snow and ice and into....

     INT. PENGUIN'S LAIR--NIGHT

     The Lair where the Penguin baby found his home is now
     seen to be less dark, but still overpoweringly dramatic
     and bizarre.  The track of the zoo's rickety roller-
     coaster curls through the grotto.

     The cart full of birds rumbles through with its winged
     passengers flying off to join others flapping around.

     A large squalid cage.  Strange scaffolding half covers
     an enormous "Mission Control" panel that has been hodge-
     podged together with the flagrantly weird, idiosyncratic
     technology.  Actual penguins of every size (except the
     gray bellied Emperors) heedlessly horseplay in the icy
     moat.

     The Ratty Poodle takes his place at a large block of ice
     that serves as a conference table.  Gabbing around the
     table are the familiarly bonechilling survivors of the
     Unwashed Carnival Creeps.

     Everyone shuts up and goes into a standing ovation as
     Penguin rides out of the lair's vast, gaping sewer pipe
     in his Rubber Duck that now acts as a boat.  The
     Tattooed Strongman is holding Max Shreck and Chip in
     behind him.

                             PENGUIN
               We have distinguished guests.
               Please make them feel at home...

     The Circus Creeps go into shouts of "Boo" and "Can we
     torture them now" while pelting snowballs, ice airplanes
     and novelty gadgets at the beleaguered businessmen.  Max
     begins to sit down at a chair at the end of the Ice
     conference table.  Dwarf One pulls the chair out from
     under him.  Max crashes to the ground.  The gang explodes
     in laughter and the dwarf does a cute little bow.

     The moodily pondering and freezing Max cautiously reseats
     himself.  Chip makes a break.  The Bearded Lady breaks off
     an Ice stalagmite and knee-caps him to the ground.

     As Penguin snarls at Max, he is handed an array of sadis-
     tic umbrellas, which he casually tries and discards.
     One shoots out a flame, one pokes out a sword tip, one
     causes a goofy spinning hypno-vertigo swirl effect,
     another shoots a blast acid that melts through the middle
     of the table.  Max loses composure, shivering and
     sweating.

                             PENGUIN
               Up there, Max, you're the master
               of Gotham City.  Down here, the
               poodle gets a better parking
               space.
               You see, I hear your speeches
               about protecting the community,
               then see you dump toxic waste into
               the sewers.  I listen through a
               sewer grate to you promising one
               thing, then see you through a
               ventilator shaft doing another
               thing.  Don't get me wrong.  I
               got nothing against being a two-
               faced weasel, or even dumping toxic
               waste -- Stuff works good on rat
               bites...

                             MAX
               Oh really, I didn't....

                             PENGUIN
               Shut up.  It's just, why do you
               get to be a man of the people and
               I have to be the boogeyman.  It's
               not fair!

     A SMALL PENGUIN BIRD wobbles atop the table and stops to
     squawk-babble at Penguin.

                             PENGUIN
               You can say I'm jealous.  You can
               say I'm bitter.  In ten seconds,
               you're going to say a lot of
               things...  in a high pitched voice...
                      (swerving to little penguin)
               Wha-a-a-t!
                      (listening)
               Oh....Try the closet in the back
               of the lair.

     The penguin wobbles away.  Penguin tentatively growls
     back at Max.

                             PENGUIN
               I....I lost my place?

                             MAX
               You were implying that I will be
               screaming in a high pitched...

                             PENGUIN
               Yeah, but don't worry, Max, I'm
               not going to kill you.  I'm just
               going to freeze you for 200 years
               until they find a cure for rich
               uppity snob powermongers.
                      (good natured laughter)
               I'm only kidding....I'm going to
               kill you.

     Lighting up a cigarette in a cigarette holder much like
     his father's, Penguin moves forward with the sword
     umbrella.  Everyone else at the table pulls forth a
     perverse weapon.  A particularly large bead of sweat
     rolls down Max's face.  Coming out of a sage three second
     blink, Max regards the cigarette holder then reaches out
     with his tongue and licks off the bead.

                             MAX
               You're not going to do anything
               to me, Penguin.

                             PENGUIN
               Oh, I'm not?  Okay, well, if you
               put it that way.  Jeepers.

     Penguin rears back for a decapitating swing.

                             MAX
               Why fight the power, Penguin, when
               you can become it.

     Penguin slightly lowers his malevolent pose.  Max stands
     up and speaks faster.

                             MAX
               You despise the way this city is
               run.  So do I.  Tonight, the
               current Mayor....  disappointed me.
               I'd like to see more of a...
               free thinker in his place.

                             PENGUIN
               Me?  The New Mayor?  In case you
               hadn't noticed, I'm a mutant with
               a bad temper.

                             MAX
               You're too hard on yourself.
               Gotham has no conception of
               Morality, only Celebrity.  This
               city loves visuals.  Look at
               Batman.  Any other city and he
               would be in an institution or our
               there doing singing telegrams.
               Here, he is a hero.  You and the
               Mayor standing at the same podium
               -- I know where I'm aiming my
               camera.

     Penguin lets his umbrella sword drop to the floor.
     Sensing Penguin's change of heart, the Circus Creeps
     re-conceal their weapons.  An aching Chip stands beside
     Max.

                             PENGUIN
               Me?  Mayor?  I could walk down the
               street and no one would laugh at
               me or throw a big object at me?
               Or make one of those jokes like,
               "Did you hear that when Penguin
               was born, the doctor came out and
               the Father asked 'Doctor, doctor,
               is it a boy or a girl?'  The
               doctor says "Guess again."

     A Whinnying Clown laughs at the joke.  Penguin, with
     swift nonchalance, picks up one of the umbrellas and
     slams the Clown back over his chair.  Penguin glances
     down to a stream of Da Vinciesque (One is of the big red
     present).

                             PENGUIN
               I could get Respect....would I
               have to give up my hobbies?

                             MAX
               Terrorizing innocent people and
               committing heinous felonies?  Not
               at all.  In fact, they'll come in
               handy.

                             PENGUIN
               It all sounds divine.  Where do I
               begin?

                             MAX
                      (starting to sit)
               Anywhere but here.  I think you've
               mature past the Old Zoo hideout/
               Lair thing.  Let's talk about...

     INT. MAX'S CONFERENCE ROOM--NIGHT

     Max finishes sitting down, and his sentence, in his
     groovy chair in the middle of his conference table.
     Penguin stands on the table, being tugged into a full
     tuxedo outfit by an Ultra-Stylish-and-Polished-to-the-
     point-of-instantly-loathesome Man and Woman named PUNCH
     AND JULIET.  They smoothly fling hats and accessories on
     and off the perplexed but flattered freak.

                             MAX
               ...the new Penguin.  The horrifying
               monster aspect of your personality
               has been well communicated.  My
               image consultants Punch and Juliet
               are going to bring out your more
               Mayoral smile.

                             PUNCH
               We love a challenge.  Juliet, the
               monocle?  Too much?

                             PENGUIN
               Oh how wonderful I...

                             JULIET
               Stand still.  And keep the
               umbrella.  It works for you.

     White gloves over a cringing Penguin's webbed hands.

                             PENGUIN
               These things really necessary?
               They're so warm...Mr.  Shreck
               said Gotham likes visuals.

                             PUNCH
               Gotham does like visuals, but
               whoa, Pengo, come on...

                             JULIET
               Not a lot of mirror action down
               in the sewer I see...

                             PENGUIN
               Hey, you post-yuppie-modern
               punks...

                             MAX
               Is there something we can do with
               his name?..."The Penguin"...I mean,
               no offense...

                             PUNCH
               Hear ya.  Our computers came up
               with..."Oswald Cobblepot."

                             JULIET
               Unapologetically quirky, but dignified.

                             PENGUIN
                      (touched)
               A real name....Oswald Cobblepot.
               It's as sweet as cotton candy on a
               walrus's belly.

                             PUNCH
               M-m-m-m.  Good analogy.  Tomorrow
               the Mayor is going to hold a press
               conference to say that you are a
               slimy menace trying to tear the
               city down into your private hell.

                             JULIET
               You're going to prove to the people
               and the media that he is wrong.

                             PENGUIN
               But he's right...

                             MAX
               That, is beside the point. I do
               not seem to be getting across
               the whole dual nature thing...

                             PENGUIN
               Relax...
                      (malignant)
               By night, I will cause deviously
               demented crimes that will put the
               city into a foaming frenzy.  And
               Batman into a retirement of putting
               kids on his lap at car shows.
                      (holy)
               By day, I'll cry out to the public
               that I'm the only brave soul who
               can come in and stop this wave of
               deviously demented crimes.  In a
               way, I'll be the most honest
               politician who ever lived.

                             MAX
               By George, I think he's got it.
               Punch and Juliet, leave an
               itinerary for tomorrow.

     Punch, Juliet, and the decked-out Penguin hop off the
     table.  Chip hobbles up to give Penguin an enormous money
     bag.  Punch and Juliet give him a file and a cheek kiss,
     before strutting off.

                             PENGUIN
               Wow, a non-sexual kiss from another
               male.  I feel so hip.  And Juliet,
               you don't think she'd ever, if she
               was really drunk...

                             MAX
                      (rising up)
               The money is to help with the
               campaign.

                             PENGUIN
               I mean, like really blotto...

                             MAX
               I'll be giving you a checkbook so
               you can pay off and keep in line
               the Red Triangle Circus gang and
               the rest of the city's scumbags
               that you use for your crimewave.
               I want this chaos to be organized
               ....Mr.  Oswald Cobblepot.

     Penguin squawks and gives a cringing Max a vigorous
     hug.

                             PENGUIN
               Oh, Max, buddy, to think I was
               going to torture and maim you...

                             MAX
               I'm sure going to miss that
               wonderful laugh.

     INT. OUTER OFFICE--NIGHT

     The new Penguin gracefully parades through the outer
     office.  He makes a royal pause before a mirror.  He
     poignantly imitates the reactions of other people.

                             PENGUIN
               Oswald Cobblepot..."Looking good,
               Oswald."  "Great game Oswald."
               "Your table is ready, Mr.  Cobblepot"
               "This is hard to say, Mr.
               Cobblepot, but I think I'm in
               love with you..."

     Penguin prances out of the office doors and moves off to
     the left.  Moments later, Selina Kyle huffs in from the
     right.  She goes to her desk and picks up a file labeled
     BRUCE WAYNE.  She allows herself a schwoof smile as Max
     and Chip emerge from the conference room.  She gives off
     a wee gasp of surprise.

                             SELINA
                      (typically sheepish
                       babbling)
               Oh wow, you scared...I came back
               to get the Bruce Wayne file for
               tomorrow.  I put a reminder for
               myself in my machine at home
               because I usually check my messages
               from work, but in all the
               excitement tonight, I...

                             CHIP
               She's lying...

                             SELINA
               Pardonne, Chip...I'm what?

                             MAX
               Selina Kyle.  Did you happen to see
               who I was chatting with?  You see,
               it's imperative I not be directly
               connected with this person.

                             SELINA
               I..didn't..I swear, Mr.  Shreck, I
               didn't see anything.  Cross my
               heart and hope to...Cross my
               heart.

                             MAX
               Put yourself in my position.  I'm
               a very respected man in the
               community.  If you're fibbing about
               how much you've seen and heard
               tonight, you could run off and hurt
               me.  You've been a very decent
               assistant, Selina Kyle, but is
               this a chance I can take?

                             SELINA
               Yes?

                             MAX
                      (stepping forward)
               Is your life as important as my
               reputation?

                             SELINA
                      (stepping backward)
               Maybe?

     EXT. GOTHAM STREET--NIGHT

     The Batmobile putters down a deserted Gotham street.

     INT. BATMOBILE--NIGHT

     Alfred's face comes on a screen in the Batmobile.

                             ALFRED (screen)
               It is about time you came back,
               you..

                             BATMAN
               Soon.  The Red Triangle Circus
               Gang were always just cheap
               thrillseekers.  Silly.  Easy.
               Not tonight.

                             ALFRED
               You do not think there is any
               truth to this dark lord of the
               gangs, this evil king of the
               sewers...this Platypus Man, or
               whatever he is..

                             BATMAN
               Penguin.

                             ALFRED
               Surely he is cheap tabloid
               fabrication created to sell papers
               to people who can't read...

                             BATMAN
               That's what they said about me.

     INT. THE OUTER OFFICE--NIGHT

     Selina begins to leak a couple tears.

                             SELINA
               What is this?  How can you be so
               mean to someone as meaningless as
               me...Don't you see, Mr.  Shreck,
               that I am alive in here!  I mean,
               it's not like you can just kill
               me...

                             MAX
               Actually, it's a lot like that.

     Tense silence.  Max smirks into a chuckle.  Selina
     quivers out a wary smile and wrist wipes a tear as
     Max touches her shoulder.

                             SELINA
               Oh Mr.  Shreck, you frightened...

     Max savagely pushes Selina crashing out the window.

     EXT. ALLEY--NIGHT

     Selina swirls downward through shattering glass and snow-
     flakes with tragic beauty.  Her body slam spins around a
     protruding horizontal American flagpole, before continu-
     ing its White Christmas journey to the drifted gravel of
     an alley.

     Selina's eyes creak open to see the Batmobile obliviously
     motor past the mouth of the alley.

                             SELINA
               ...stop...bat..man...

     Her eyes close again.  Selina's New Black Cat, of all
     creatures, scampers up beside her quasi-corpse.

     INT. THE OUTER OFFICE--NIGHT

     Max and Chip looks down through the whistling window.

                             MAX
               Let the police find her.  Make
               sure the funeral is on me.

                             CHIP
               She wanted it.

     Max and Chip stroll off from the window.

     EXT. THE ALLEY--NIGHT

     Other cats of every shape, color, and demeanor, from aw-
     so-cute tabby to violent Tom ramble into view from
     behind trash cans, boxes, and snow drifts.

     Hypnotically led by Selina's black pal, the cats creep
     from every direction toward the female Gulliver.
     Selina's cat crawls up onto Selina's blouse and begins
     to breathe into her mouth in an eerie feline C.P.R.
     ballet.

     A Siamese whispers in Selina's ear.  White powder puff
     kitties snuggle against the soles of her feet.  The
     malevolently scraggly Tom viciously bites her finger.
     Selina's eyes fly open.

     INT. SELINA'S APARTMENT--STILL LATER THAT NIGHT

     Battered, bloodied, and clutching her stoic black cat,
     Selina re-enters her apartment.  She is the malevolent
     antidote to her poignantly pleasant early evening and
     previous life self.  She auto-pilots to the sink and
     turns the broken faucet on over her bloody finger.  This
     time, no water comes out at all.

     She stares in unmoving, but torrid self-contemplation.
     Then she explodes into vivid montage:

     With a black spray paint can in each hand, Selina attacks
     everything pink and eggshell--carpet, couch, wallpaper--
     with brilliant nimbleness.

     She flings her childhood pictures off the wall and
     perfectly into a mini-bonfire (that includes her sad
     Christmas tree) set up on her kitchen nook table.

     She lustily shoves a stuffed unicorn into her garbage
     disposal.  The carnage of other ex-cute toy creatures
     are spread about.

     The black cat races about, purring in delight.

     Selina unfurls her homemade quilt in a wicked spinning
     dance.

     With a sewing needle, she repeatedly stabs her doll's
     house, annihilating the micro-detailed rooms.  In close-up,
     the rooms seem to be invaded by a giant silver missile.

     With her bare hands, she sizzlingly tears the neon
     E-L and A from SELINA, turning the neon HELLO, SELINA
     into HELLO, SIN.

     INT. THE NEXT MORNING--DAY

     As the sun rises through the windows, Selina sits in a
     lotus position on the floor of her very redone apartment.
     She is wearing only a pink football jersey which has
     been wickedly altered with black spray paint. She slides
     a pristine bowl of milk to her content cat and speaks in
     a sultry voice.  Her Catwoman voice.

                             SELINA
               I don't know about you, Miss
               Kitty, but I feel so.  Much.
               Yummier.

     INT. BATCAVE LABORATORY--MORNING

     The sun continues to rise over the sleeping, sweating,
     cocked-back head of Bruce Wayne through a small
     batcave window.  He is leaning on a chair situated
     before a lab table teeming with beakers and bunsen
     burners.

     Flicking away his nightmare like an insect, Bruce immedi-
     ately re-concentrates on an unfathomable experiment.  He
     pours a test tube of nasty red liquid into a beaker of
     pleasant blue.

     It turns into an almost glowing purple solution.

     Bruce moves off from the table with a stark, black
     palm-size rectangular object with a computer screen that
     resembles a malevolent Gameboy.  Bruce counts off to
     five, then stops.  At five, the beaker behind him
     explodes.

     INT. WAYNE MANOR LIVING ROOM--DAY

     Alfred is standing on a stepladder stretching ornaments
     out onto a Christmas tree.  He gives an annoyed glance
     toward a blaring T.V.  screen where the impressed-with-
     himself Mayor goes into a big speech made before a less
     impressed group of reporters and citizens.

                             MAYOR (T.V.)
               And Batman said to me, "Mayor,
               we're not going to let this
               happen again."
                      (stupidly dramatic)
               And I said, "You better believe
               it."

     Bruce wanders into the living room, punching at his dark
     Gameboy.  On the screen, a red dot eats up a group of
     white dots.  A bristling-at-the-Mayor's-words Alfred
     stumbles back.  Bruce effortlessly palms him back onto
     the ladder.

                             BRUCE
               Keep saying to yourself "It's
               only a T.V.  show..."

     EXT. GOTHAM PLAZA--DAY

     The bored crowd musters polite applause.  The MAYOR'S
     WIFE, is seated by her droning husband, bouncing a
     baby on her lap.

                             MAYOR
               Whether this "Penguin" is ruler
               of the literal "Underworld" or
               just an old wives' tale.  I tell
               you as a leader...
                      (motioning to wife
                       and baby)
               and as a father, that I'm not
               afraid to..kick a little you know
               what...heh, heh.

     The crowd yawns up into some more lukewarm clapping when
     a gnarling THUG-ACROBAT, in a red cape and tights that
     have a red triangle across the chest, somersaults onto
     the stage and snatches up the Mayor's baby.

     The crowd screams as the Thug-Acrobat effortlessly pivot-
     kicks the Mayor to the wood and moves to the podium,
     hoisting the baby like an Oscar.

                             THUG-ACROBAT
               I'm not much on speeches...  so
               I'll just say "Thanks."

     The Thug-Acrobat spin-vaults over the podium and full-
     backs through the crowd with the baby as his pigskin,
     toward an open manhole.  He dives in.  As the crowd
     hustles over, the Thug Acrobat can be heard screaming and
     fighting.

                             THUG-ACROBAT (O.S.)
               Oh no, it's the Penguin!  Help!

     INT. THE SEWER--DAY

     Penguin and the Thug-Acrobat are revealed in the sewer,
     barely containing their laughter.  They shout upward in
     bogus melodrama, while pounding the sides of the sewer
     with pipes.  The Bearded Lady gently rocks the placid
     baby.

                             THUG-ACROBAT
               Penguin, don't hurt me!

                             PENGUIN
               Take that you scoundrel!

     Penguin throws down his pipe and palatially mounts his
     Scissor-Lift apparatus.  The Bearded Lady gives him the
     baby and a blast of breath spray.  Penguin raises the
     baby as if offering it to the gods as the Dwarves crank
     upward.

     EXT. GOTHAM PLAZA--DAY

     With breathtaking theatricality, the baby ascends out of
     the manhole to the gasps of the crowd.  With suspenseful
     cranking, the baby holding hands, arms, face, and body of
     Penguin surges out to even more booming moans of wonder.

     INT. WAYNE MANOR--DAY

     Alfred and Bruce simultaneously gravitate onto a couch.

     EXT. GOTHAM PLAZA--DAY

     Still poising the baby in the air, Penguin promenades
     forward, parting the gaping sea of faces in Moses
     fashion.

     Marching up toward the microphone, Penguin delicately
     presents the gurgling baby to its grateful Mother and
     hands his hat and holstered umbrella to the brushing-
     himself-off Mayor as if the Mayor was a coat-check
     Eunuch.

                             PENGUIN
               My name is...  Oswald Cobblepot.
               You call me something else.  Bank
               gets robbed, you say Penguin must
               have done it.  Bunch of Circus
               Meanies shoot the Christmas tree,
               children skip school, priests take
               drugs-- you say Penguin must have
               told them to.  I tell you, I
               haven't done anything-- and that
               goes for more than crimes.  The
               closest I ever came to playing a
               game of basketball was hearing the
               sound of dribbling on the manholes
               above my head.  The closest I ever
               came to going to a dance was
               finding a corsage in a puddle of
               sewer sludge.  The closest I ever
               came to making love to a woman...
               well, don't worry, it's way off...
               Way off...I wore that corsage for
               a week.

     Tears roll down the faces of the moved crowd.  Punch and
     Juliet give each other a thumbs-up sign.  Mayor helpless-
     ly looks to the top hat and umbrella in his hand.

                             PENGUIN
               I've seen the city from the inside
               and I can tell you...It is the
               worst of times, it is the worst of
               times.  I have a terrible feeling,
               don't ask me how I know, that
               starting tonight there is going to
               be a major crimewave.  And Mayor,
               I don't want you to take this the
               wrong way, but if you can't
               protect your own baby, there's not
               a lot of hope for us.  Things are
               going to get a lot worse, before
               they get better.  Unless there is
               someone who can teach this city
               how to love.
               Someone who can remind you just
               how much you have.  Someone like
               me.

     The roused crowd explodes into cheers.

     INT. WAYNE MANOR--DAY

     Bruce pounds off the TV.  Alfred roams back to the tree.

                             ALFRED
                      (dryly)
               You're not crying.

                             BRUCE
               I'm not crying.  And he's not for
               real.

                             ALFRED
               Well, it's certainly the strangest
               publicity stunt I've ever...

                             BRUCE
               Publicity for what?  I don't know
               who scared me more.  Him or the
               society he so easily makes a fool
               of.
                      (darkly)
               They deserve each other.

                             ALFRED
               Should I cancel your meeting with
               Max Shreck this morning.  You seem
               a bit...
                      (to object in his
                       hand)
               Oh look, do you remember...It's
               from the Christmas just before Ms.
               Vale decided to leave Gotham City
               and...

     Alfred marvels a sparkling ornament shining VICKI toward
     a less enthused Bruce.

                            BRUCE
               I remember.  Merry Christmas,
               Vicki Vale, wherever the hell you
               are...

     Drifting off, he sadly throws the ornament, past an
     alarmed Alfred, into a raging fireplace.  A popping noise
     booms out.

     EXT. GOTHAM PLAZA--DAY

     Ornaments on the humongous Gotham Plaza Christmas Tree
     pop and explode as well.  A REPAIRMAN shouts for the
     power to be turned off and it is.  Other MECHANICS hustle
     about the tree.

     Bruce Wayne gazes at this hapless exercise and takes in
     the rest of the sweeping and clearing of last night's
     debris.  He swings toward the entrance of Shreck's
     department store.

     INT. INSIDE THE STORE--DAY

     Bruce roves through the hectic department store interior,
     visually inhaling the store's tacky decorations, its
     Batobilia wearing child patrons rattling loud toy Uzis,
     and its awesomely poisonous Chipmunk muzak.  Depressed,
     Bruce reaches the elevator.

     INT. OUTER OFFICE--DAY

     Max and Chip give deadpan stares out the shattered office
     window to the empty patch of snow in the alley below.
     Snow has wisped into the office.

                             MAX
               Hmmm, I hope nothing unduly icky
               happened to her.  Devoured by
               homeless reindeer, or perhaps...
               Bruce.

                             BRUCE
               Max.  Interesting air
               conditioning.

     Bruce Wayne enters into the office for a firm handshake
     with Max, eyes drifting to the splintered window.

                             CHIP
               Yeah, bunch of those crazy Circus
               punks were throwing rocks and...

                             BRUCE
               No.  No glass on the inside.

                             MAX
               Interesting.

     INT. CONFERENCE ROOM--DAY

     Bruce eases into a chair at the circular conference
     table.  Max paces around him.

                             MAX
               I would offer you coffee, but I am
               afraid my assistant is using her
               vacation time.  Death in the
               family.

                             BRUCE
               Had some excitement here last
               night...

                             MAX
               You don't know the half of it...My
               first experience with Batman.
               Have you ever...

                             BRUCE
               No.  What did you think of him?

                             MAX
               Hell, I thought he was terrific,
               saved me from a bunch of hyenas
               with knives on their heads.
               Little on the quiet loner side.
               We didn't exactly go out for
               drinks.  I wonder if he works
               parties...  You know I'm doing the
               masquerade thing again this year.
               Bring Vicki...

                             BRUCE
               We're still not seeing...

                             MAX
               Ouch.  Vicki was too good for you.
               You need a woman with those same
               moody interests you have...

                             BRUCE
                      (chuckling)
               Sounds pretty frightening.

     Bruce loses his smile to get serious.

                             BRUCE
               I'm not coming in on the chemical
               plant.  It's an environmental joke
               and you know it.  Besides, I'm
               told the Mayor...

     Going into his Hyde mode, Max turns to his Music Box and
     again begins to abuse it, this time by poking a sharp
     instrument through the body of the spinning ballerina as
     he speaks.

                             MAX
               The Mayor problem is being dealt
               with.  Bruce, when are you going
               to drop the high and mighty
               philanthropist routine...

                             BRUCE
               Max, I'm out.  We sit on the same
               boards and panels together, but
               come on, we're different.  You got
               yourself a cute little kitty as a
               logo because those creepy market
               research handlers of yours said it
               would give you a friendlier public
               image.  But Max, I know you,
               you're a tough businessman and no
               offense, not very cute.

                              MAX
                      (to ringing phone)
               ...hold that thought.

     INT. PENGUIN'S CAMPAIGN HEADQUARTERS--DAY

     A large mock-up drawing of OSWALD COBBLEPOT FOR MAYOR is
     being tacked on a wall of the top level of a warehouse/
     loft.  The Circus Spooks are roughhousing about.  The
     Tattooed Strongman is twirling a barbell while a Steely
     Garish Dame aggressively engraves a tattoo of a screaming
     Batman onto his chest.

     The viewer finally comes to Penguin barking into an all-
     white phone in an all-white (except for some bizarre
     hanging Suesslike cages filled with birds) Iglooesque
     office space.

                             PENGUIN
               Maxwell, my man, how's it hanging?
               I had that crowd in the web of my
               hand.  I bared my soul and they
               liked it!  Whoever said the Truth
               is the Ultimate Lie wasn't lying
               ...Is this a bad time, pardner?

     INT. CONFERENCE ROOM--DAY

     Max grimaces a smile of pain.

     INT. PENGUIN'S OFFICE--DAY

     Penguin covers his mouth with an agonizingly gleeful
     squawk.

                             PENGUIN
               Oops, sounds like I should of
               called to say I'd be calling.
               Blink once for yes, Blink twi--Ha!
               But seriously, Max I...

     At a window in the headquarters, outside Penguin's
     office, a pressed together band of the sideshow brigands
     gaze down to PEDESTRIANS at a lamppost across the street,
     who intermittently press a round Walk/Don't Walk button
     attached to the lamppost.

     Each time, a varied Gotham citizen presses this button, a
     new number lights up on a Scoreboardish device next to a
     stationary number of 70.  The current number is 65.

                             LURID SNAKE CHARMER
               Mr.  Cobblepot, you better hurry,
               there's only eight more to go!

     Penguin lights up at her words, and hurries along Max.

                             MAX
               Well-Max-sorry-to-bother-you-for-
               the-inconvenience!  It-won't-
               happen-again-real-soon!  Sayonara-
               mon-capitaine!  May-your-days-be-
               filled-with-Bon-Voyagees.

     INT. CONFERENCE ROOM--DAY

     Getting comfortable, the deceptively chattering Max makes
     daring eye contact with Bruce.

                             MAX
               Oh now, what's the hurry,
               "pardner"?  I just think we have
               to keep a low profile on our
               hostile venture.  Did you get my
               special gift for the employees?

     INT. PENGUIN'S OFFICE--DAY

     Penguin antsily holds up a mighty stack of checks labeled
     Cobblepot Campaign Fund.  He whimpers, stretching his
     phone cord as far as it can go, unsuccessfully trying to
     jockey a glimpse out the window.

                             PENGUIN
               Special gift?  That's secret code
               for the checks, right?  Got 'em
               right here!  You're the man!
               You're the guy!  Golly, you must
               busy as a bee during a visit from
               the Queen so I'm gonna go...

     EXT. LAMPPOST OUTSIDE HEADQUARTERS--DAY

     An OBNOXIOUS LITTLE BOY skips up to the lamppost and then
     presses the button three times...

     INT. HEADQUARTERS--DAY

     67, 68, and 69 light up next to the 70 as the watching
     Penguin henchpeople let out an "OH" in cadence of each
     press.

                             DWARF ONE
               One more!

     INT. THE CONFERENCE ROOM--DAY

     Bruce looks away to give a disturbed glance to the
     strangely damaged Music Box and its impaled ballerina.

                             MAX
               The second phase of the operation
               begins tonight.  The hands-on
               part.  Don't hold back.....
               Goodbye.

     EXT. THE LAMPPOST--DAY

     An instantly annoying JOGGER, with a heart beat monitor
     and a T-shirt that reads GO FOR IT, rudely pushes past a
     Nun up to the lamppost, then putters around it, then
     starts jogging in place.

     INT. THE OFFICE--DAY

     Penguin squawks away, slamming down the phone.

                             PENGUIN
               Bye!

     The jogger presses the button.

     A 70-70 gets emblazoned on the scoreboard.

     The button, the lamppost, and the jogger erupt in a neat
     nasty explosion.

     The Circus Gang all high five each other as Penguin
     bustles hopefully to the window.  Seeing the flaming-
     seconds-too-late-aftermath, Penguin detonates into primal
     anger, then sobs.

                             PENGUIN
               Wha...oh unfair!  Unfair!  I
               missed it!...Oh, I can't
               believe...

                             HAPPY CLOWN
               Don't feel bad, Penguin, you can
               just set up another...

     Penguin slams the Happy Clown over a desk with his
     umbrella.

                             PENGUIN
               My name is not Penguin, it's
               Oswald Cobblepot!  And I like to
               feel bad!  Oh, I missed it!  I
               can't believe...

     INT. CONFERENCE ROOM--DAY

     Bruce stands.  Max shakes his hand.

                             BRUCE
               No hard feelings?

                             MAX
                      (a beat)
               No feelings at all.  Sorry about
               the interruptions.  I need my
               assistant to screen out...

                             BRUCE
               Relax, there she is now...

                             MAX
               Come again?

     A dazed Max turns to see a spunkier and slyer, more
     assertively dressed and coiffed, Selina Kyle sashay into
     the conference room with her hand bandaged and her head
     up.

                             MAX
               Selina?....Selina....Selina.

                             SELINA
               That's my name, Maximillions,
               don't wear it out.

                             MAX
               Uh, Selina Kyle, this is Bruce
               Wayne.

                             BRUCE
               We've met.

                             SELINA
               We have?

                             BRUCE
               Oh.  Sorry.  I must be mistaking
               me for someone else.

                             SELINA
               You mean mistaking me for someone
               else?

                             BRUCE
               That's what I said.

                             SELINA
                      (amused)
               Yeah, but...

                             BRUCE
                      (amused, but let's
                       change the subject)
               What happened to your finger?

     Selina's babbling has a new, sultry confidence.

                             SELINA
               Let's just say the broken window
               out there didn't come from Little
               League practice, Mr.  Wayne.  I
               came here to get a file, then bam,
               next thing I know, I'm making
               angels in the snow in the alley
               below.  Wow, rhymes.
                      (pause to look at
                       Max)
               Thing is, I have no memory of who
               of what pushed me through that
               window.  I mean, it's not complete
               amnesia.  I still remember Dan
               Schwartz putting 28 cockroaches in
               my thermos in fifth grade and I
               still remember getting my first
               French Kiss from the counselor at
               the Boy's camp across the swamp,
               but last night--It's a complete
               blur.
                      (slapping Max on back)
               Can't you just die?

                             MAX
               ...what a hoot.

                             BRUCE
               It's hard to get thrown out of a
               window, fall--what is it--five
               stories, and keep your sense of
               humor.

                             SELINA
               You sound like you speak from
               experience.

                             BRUCE
               Always.  I hope to see you again.

                             SELINA
               Hope?  You can do better than
               that.

                             BRUCE
               You might be right.

     Chip comes in with a tray of coffee which he dumps onto
     himself at the sight of Selina.  Oblivious of the slap-
     stick, Bruce smiles-at-Selina his way out of the room.
     They watch Bruce close the door behind him.  Selina
     silently keeps her back turned to a gulping Max and Chip
     for a beat, before merrily wielding around.

                             SELINA
               Hey guys, now how about a real cup
               of joe?  Double expresso, isn't it?

     Selina bounds out of the room.  Max and Chip deflate.

                             MAX
               Find out if her memory is as
               unrefreshed as she says it is.
               Any little flashback sequences
               you know what to do.  Don't worry,
               this one doesn't have a beard.

     INT. OUTER OFFICE--DAY

     Selina angrily squeezes blood from her finger into a
     coffee maker.

                             SELINA
               Why did you kill me, Max?

     Selina looks up to the friendly cat logo clock and is
     transfixed.  She touches out with her bloody finger.

     EXT. OUTSIDE--DAY

     Bruce comes out of the store, allowing himself a slight
     smile.

                             BRUCE
               Se-lin-a Kyle.

     Bruce does a quick, playful slide in the snow, then look-
     ing off, halts both slide and smile.  In the distance:

     EXT. THE STREET CORNER--DAY

     Commissioner Gordon and some other policemen are scoping
     the scene of the Walk/Don't Walk explosion.  An ANALYST
     treads toward him, holding some wires.

     Bruce approaches the scene.  He gives a glance to the
     jogger's now frayed heartbeat monitor which is beeping
     out of control in a pool of slush.

                             GORDON
               My God, Bruce, you shouldn't have
               to see this.  Some freak set up a
               bomb in that Walk/Don't Walk
               button.  How they knew this guy
               would press it at the exact....

                             BRUCE
               This wasn't set up to kill someone
               specific.  It was set up for a
               good time.

     As Bruce speaks, he strides ahead of Gordon and the lat-
     ter scrambles to catch up, in the same syncopation they
     had when Bruce was Batman in Gotham Square.

                             GORDON
               I tell you, these Xmas crimes have
               no rhyme or reason.

                             BRUCE
               Maybe it's just a different kind
               of poetry.  Did you just say Xmas?

                             GORDON
               Sorry, bad habit.  Damn, Wayne,
               since when did you become such a
               super-sleuth?

     Bruce stops, realizing he's being a little too Batman.

                             BRUCE
               Sorry.  The idle rich can be a real
               pain.  Too many short stories,
               hidden word games--How many monkeys
               can you find in this picture--that
               kind of thing.

                             GORDON
               Don't apologize, I'll take all
               the help I can...

                             BRUCE
                      (looking up)
               Well, in the words of the city's
               new superstar, it's going to get a
               lot worse, before it gets better..

     Bruce is revealed to be looking up at a flaming Christmas
     wreath hanging on a wire near the scorched lamppost.

     INT. PENGUIN'S CAMPAIGN HEADQUARTERS--DAY

     With the lamppost flames in the background, Penguin wipes
     away a tear, sucks up his composure, and holds up the
     checkbook.  The collection of Circus Creeps and Colorful-
     ly dressed gang members orbit around him as he begins
     scribbling out checks and handing them out.  Excitement
     builds to a pep-rally pitch.

     OTHER GANGS enter from the back:  six HERCULEAN
     Frankenstein-postured MEN WITH SPIKY TUFTS OF WHITE HAIR,
     three gruesome men in vibrant GOLFER uniforms, and a pair
     of otherwise handsome TWINS WITH THE SAME SET OF SCARS ON
     THEIR FACE.

                             PENGUIN
               Everyone!  I see some new faces
               out there!  Gather around!  I am
               hungry and I've been denied my
               little snack!  It just means I'm
               going to have to eat a big dinner,
               doesn't it?  My good people....  or
               whatever we are, this is our
               chance to do something meaningful
               with our lives!
                      (motioning out
                       windows)
               And their deaths...

     EXT. FROM A GOTHAM ROOFTOP--EARLY EVENING 

     A spooky pack of the Carnival denizens silently scramble
     down a street below.  Next, a Fire Engine with Freaked
     Up Clowns hanging off it sinisterly rambles in and out
     of view.  Finally, the Ratty Poodle trots an unsettling
     appearance.

     A chilly Chip, shaking his head, is revealed to be watch-
     ing the ghoulish sight.  Standing atop a rooftop, Chip
     turns his attentions to the windows of Selina's apart-
     ment.  Narrowing his eyes, he watches Selina waltz by,
     balancing a sewing machine on her head, and unbuttoning
     her blouse with the neon HELLO SIN flashing behind her.

     INT. INSIDE THE APARTMENT--EVENING

     The viewer gets an intense, elliptical array of close-
     ups of Selina's hands sewing together something black.
     A sewing needle is snapped in half, sharpened and then
     attached to an apparatus on Selina's finger that makes
     it pop in and out like a talon.

     EXT. THE ROOF--EVENING

     An increasingly alarmed and confused Chip squints to see
     Selina in bra and panties, carrying an air hammer and
     wearing industrial safety goggles.

                             CHIP
                      (bolting up)
               What is wrong with this female?

     INT. THE APARTMENT--EVENING

     A knock on the door.  Chip pushes it open and pokes in.
     The room is darkened, except for some deftly lit candles
     that avoid revealing the more outrageous elements of the
     place.  Chip can make out the sight of Selina erotically
     emblazoned over her couch, petting her cat, and wearing
     only an absurdly Isadora-Duncan-long, strategically
     draped scarf.

                             CHIP
               Uh, Selina...

                             SELINA
               Why hello, Mr.  Chip, I can't hide
               my feelings about you any longer.

     Chip gulps forward, stepping onto the almost glowing,
     mystically unspray painted pink carpet.  And into.  The
     lumbering Tan giant begins to sink and flail inside
     what is a square of pink quicksand.  Selina rises from
     the couch, cloaked in darkness.

                             CHIP
               Selina, this is not too cool.  Help
               me!

                             SELINA
               Oh Chip, I am helping you.  Helping
               you realize your potential as a
               human being.  Unfortunately, you
               have none.

     Chip tries to lunge out of the quicksand.  A cat o' nine
     tails whip snaps out from the darkness, and lashes
     him back in.

                             SELINA
               You've probably figured out you're
               being killed.  Having gone through
               the process last night, I can
               relate.  It's not a whole hell of
               a lot of fun, is it?  Oh Chip, you
               really know how to make a gal feel
               happy.

     Chip makes his final quicksand bob, leaving behind a
     lone bubble.  Selina moves into the light, tugging
     into a black second skin, fixing a feline mask on
     her face.  Catwoman purrs.

     INT. MUSEUM CORRIDOR--NIGHT

     Penguin squawks.  He gleefully moves to a dark corridor
     window, accompanied by a clipboard clutching Punch and
     Juliet and the Twins with the matching set of scars on
     her face.

                             PENGUIN
               Punch and Juliet....note for my
               bio..."It began with a poodle..."

     Penguin is revealed to be looking out the window down to
     a SLEEK AND PRETTY LINE OF SHOPS, CAFES, AND BOUTIQUES.
     He pulls out a conductors baton, raps it on the wood a
     couple times, then begins waving it symphonically.

     EXT. THE GLITZY PROMENADE--NIGHT

     The outdoor Mallish promenade running the gauntlet
     between the pretty shops is filled with the stylish and
     upwardly mobile.  Incongruously into the mix comes the
     RATTY POODLE, carrying a little wrapped gift.  He trots
     into...

     INT. A BOUTIQUE--NIGHT

     A small Christmas party is going on.  A SLEAZY BIJAN-
     ESQUE EUROSNOB is proposing a toast before a massive,
     intricate pyramid of perfume bottles, labeled SUBMISSION.

                             EUROSNOB
               To my fabulous product, Submission,
               the smell of Gotham City...

                             EUROSNOBETTE
               Ooh, look at the little doggie.
               Isn't it...
                      (realizing its
                       uncuteness)
               ...horrible.

     The poodle scoots between the Eurosnob's legs into the
     perfume pyramid.  He emerges back out with bottle in
     his mouth.  He gives off an icky whimper of satisfaction
     and runs out of the boutique.  The partiers slowly turn
     to the pyramid of perfume bottles which rumbles and
     AVALANCHES TO SHREDS.

     Laying neatly atop the wreckage is the Poodle's present.
     It starts to smoke.  The boutique crowd roars out of
     the store as the little present blows up.

     EXT. THE PROMENADE--NIGHT

     The familiar Fire Engine, with colored wheels and strange
     sounding horns, thunders up to the smoking boutique...

     Smiles of relief vanish as the Tawdry Fire-Clowns hop
     from the engine, blasting out their hoses which SHOOT OUT
     MORE FIRE INTO THE FLAMING STORE.

     An ambulance next screeches up.  Another SPOOKY SET OF
     CLOWNS in stethoscopes and Doctor mirror headgear pop
     forth with mallets.  They whomp the Eurosnob tycoon and
     his guests into stretchers.  The stretchers are piled
     back into the ambulance which proceeds to zoom across
     the way, right into an antique store.

     A line of the garishly dressed, cigar smoking, Steely
     Dames materializes to start a chain to pass the loot of
     the store.  The Bearded Lady, at the end of the chain,
     cheerfully smashes each object to the ground.

     The rest of the Gotham Night-lifers tremble into panic
     as the rest of Penguin's defrocked circus crew
     announce their presence.

     INT. MUSEUM CORRIDOR--NIGHT

     Penguin is now conducting his baton in a Wagnerian
     frenzy.  His grotesquely pleasant view of the city side-
     walks dressed in holiday style has now become pleasantly
     grotesque.

                             PENGUIN
               This campaign in going to be a
               landslide.  Our turn.

     Marching down the corridor, Penguin, by radar, stops
     before a row of lights imbedded in a wall.  He snaps
     his fingers.  Juliet pulls out a hair spray can,
     gives her own noggin a quick blast, then sprays forward,
     revealing the beams of light.  Penguin nods, then walks
     right through the lights.

     INT. MUSEUM ROOM--NIGHT

     A red light, along with a buzzing sound, flashes on the
     belts of TWO BLUSTERING GUARDS.  They reach for the guns,
     but Penguin fires a pistol six times in the air as he
     swings before the quivering duo with his entourage.

                             PENGUIN
               Greetings.  Finally something to
               tell your wives, huh?

                             GUARD ONE
               But we're not married.

                             PENGUIN
               It's okay, I'm probably going to
               kill you anyway.  However,
                      (gently PBS)
               first, we've come for the Shell
               of the North, found by explorers
               only eight years ago, it's
               enigmatic beauty is only exceeded
               by its gorgeous mystery and vice
               versa.  Its value is...

                             GUARD TWO
               Sir, the Shell of the North exhibit
               ended last week.  This is the Star
               of Darkness exhibit.

                             PENGUIN
               Oh...well, what the hell; we're
               here.

     The Criss-cross Scarfaced Twins rumble over to the
     delicately lit black diamond in the museum room and
     pull it off its perch.  A much more serious,
     rhythmically on and off, alarm warbles on.

     EXT. THE PROMENADE--NIGHT

     Terror is in full swing with pockets of Warped activity
     mingling everywhere.  A goggled ORGAN GRINDER plunges
     down on his Organ Box causing an explosion on an Insta-
     Teller machine.  His MONKEY hops up to snatch up
     billowing out cash.

     A SAP holding a radio boom box gets besieged by the five
     irons of the malevolent Golfers.  His radio box slides to
     the ground with a D.J.  screaming out of it.

                             D.J.  VOICE ON BOOMBOX
               Before we get into a half-hour
               commercial free, I gotta tell you
               I've just been handed something
               that says...get this, that Gotham
               City is being attacked by a
               combination of every gang in.....
               Aaagh!  Help!

     Wicked laughter and violence can be heard on the boombox
     as a CIRCUS CREEP in a moth-eaten old-style baseball
     pitcher uniform tosses a series of old-fashioned round
     black fuse-lit smoke bombs to the Tattooed Strongman who
     bats them exploding into various walls and windows,
     including the window of a suave venetianed blinded diner.

     PATRONS of the Diner thunder out of the door.  A COUPLE
     rushes directly to the viewer, then stops and smiles.

                             THE HUSBAND
               Oh, Batman, thank God!

     EXT. OTHER SIDE OF THE RESTAURANT--NIGHT

     Another set of patrons hightail it out of the Diner in
     a different direction.  They also stop to look at the
     camera.

                             WOMAN IN BIB
               Oh Batman, finally...

     EXT. THE BACK OF THE RESTAURANT--NIGHT

     A TEAM OF ITALIAN COOKS burst out of the back of the
     restaurant.  They happily sigh before the viewer.

                             COOKS
               Pensavo che stavo muerto,
               gracie dio.....BATMAN!

     EXT. A WIDER VIEW FROM ABOVE--NIGHT

     reveals THE SIX GLOWERING, FRANKENSTEIN-SIZED SLEAZES
     DRESSED IN TAWDRY BUT MILDLY REALISTIC BATMAN OUTFITS.
     Their spiky tufts of white hair stick out the edges of
     their masks.  They chillingly stride forward, cracking
     their knuckles.

     The Patrons in all directions drop their smiles of relief
     and begin to back up.  The Batmans swarm forward.

     The Italian Cooks are revealed to be looking at a HAIRY
     WHITE BABOON in a Batman outfit.  They bail.

     INT. THE MUSEUM ROOM--NIGHT

     Penguin raises up his handgun.

                             PENGUIN
               You guys have been just great, more
               incompetent than I could have ever
               hoped for, but...

                             PUNCH
               You see, Mr Cobblepot wants to
               be Mayor and he's just doing these
               crimes to make the current mayor
               look bad.

                             JULIET
               Needless to say, if someone found
               out about the premeditated nature
               of these random crimes Dot.  Dot.
               Dot.

                             GUARD ONE
               Say no more, we won't tell anyone.

                             GUARD TWO
               You've got our vote!

                             PENGUIN
               Cute.  Really, it's for the
               best...

     Penguin fires the handgun.  It clicks on an empty
     chamber.  The Guards joyously pull out theirs.

                             GUARD ONE
               Ha!  That gun's only a
               six-shooter!

                             GUARD TWO
               And you already shot off your six!

                             PENGUIN
               When you're right, you're right.
               Here's Seven.

     Penguin blasts a laser from the tip of his umbrella that
     shish-kebabs through both guards, toppling them to the
     ground.

     EXT. THE DINER ON THE PROMENADE--NIGHT

     Just as the victims did before, one of the thrashing
     Batmans looks directly to the viewer.  He stops beating
     to lustily spout.

                             BATCREEP #1
               What are you waiting for, join in!

     His P.O.V.  reveals that he is looking at the real Batman,
     who allows the BatCreep a second of white faced realiza-
     tion before ripping off his mask and savagely pounding
     him to the ground.

     The other Batcreeps reach into their bat belts and pull
     out surreally shaped knives.  Batman reaches into his
     bat-belt and pulls out his suave black Gameboy.  As if
     bored on a plane, Batman casually punches in a set of
     white dots and one red one.

     With a simultaneous howl, the Batcreeps charge at Batman
     from every direction.  Batman presses a button on his
     Gameboy that causes batarang flanks to rocket-sprout out
     of the oblong object.  Batman heaves the super-batarang.

     The super-batarang whizzes with wild concentration, pin-
     balling from Batcreep skull to Batcreep skull, slamming
     them all to the ground.  The batarang boomerang-wobbles
     back to Batman's hand.  The white dots on the screen
     blink off.  The victorious red dot beeps.

     Hearing squeals, Batman rack-focuses to take in the
     street full of beatings and squealings and smoke bombs.
     Batman glides forward in disbelief when his attention is
     captured by the sound of the alarm coming from a nearby
     building marked MUSEUM.

     EXT. THE ROOF--NIGHT

     The Scarfaced Adonises pound through a rooftop door and
     scramble across it.  Twin One proudly holding forth the
     black diamond with a victorious titter.

     Suddenly, a familiar cat o' nine tails whip slaps around
     Scarface's diamond toting hand and pulls him into a face
     to face with CATWOMAN--the costumed Selina speaks in her
     sultry, unlike-herself voice.  She plucks away the
     diamond.

                             CATWOMAN
               Oh, for me?....Tic Tac Toe!

     Catwoman slashes out with her homemade talons over the
     thug's criss-crossing scars.  Twin Two savagely kicks her
     in the stomach.  Catwoman pants and giggles.

                             CATWOMAN
               You know...I've never done this
               before.

     Twin Two rustles out a gun, but Catwoman Rockettes it

     EXT. FRONT OF THE MUSEUM--NIGHT

     Penguin proudly waddles from the museum, carrying a
     painting and shoving a cigarette into a cigarette holder
     in his mouth.  Batman swerves before him.  Penguin
     stretches out his gloved hand.

                             PENGUIN
               Batman!  I feel that I know you.
               Oswald Cobblepot.

                             BATMAN
               Pleasure's all yours.  Bargain
               hunting?

                             PENGUIN
               Oh, you mean, the Museum.  And the
               alarm.  And the general mood of
               complete chaos.  I guess "Penguin
               must have done it."

                             BATMAN
               Great speech today.  How you
               predicted all this was going to
               happen...Amazing.  You might get a
               date of it.

     Penguin lifts his flipper and pretends to be stung by the
     heat emanating from Batman.

                             PENGUIN
               Tough day at the office?...Quit
               while you're alive.  You're
               jealous, because your mask isn't
               real.  You hate me because I'm a
               freak.

                             BATMAN
               You're just another depressing,
               greedy egomaniac.  I don't hate
               you for being a freak, I hate you
               for being normal.  You're an
               insult to penguins.

                             PENGUIN
                      (laughing)
               Why can't I get mad at you?  It
               must be the pointy ears.  But
               seriously, I'm here as a concerned
               citizen.  Somebody tried to steal
               this painting.  When I made...
               heard those gunshots, I...

     TWO POLICE CARS, siren around a corner toward the museum.

                             BATMAN
               I'm sure your detailed "eyewitness
               report" will give the boys at the
               station a good laugh.

                             PENGUIN
                      (mimicking)
               "...will give the boys at the
               station.."  Look who's pretending
               to be normal now; A nice "just
               doing my duty, ma'am"
               crimefighter.  How sad, adorable,
               and funny, all at the same time.
               You'll never win that way, Batboy,
               but then, you know that.

     EXT. LEDGE OF A BUILDING--NIGHT

     Each sucking on a big bamboo pole, Punch and Juliet
     balance on the ledge of a nearby building.  They blow
     down hard on the passing police cars.

     EXT. THE POLICE CARS--NIGHT

     A small orange transistor goes plinking into each of the
     two car's windshields.

     EXT. THE MUSEUM--NIGHT

     Penguin pulls out a similar orange transistor device,
     drops the painting, and spews out the cigarette holder.

                             BATMAN
               Is that all you have to say for
               yourself?

                             PENGUIN
               There's one other thing...
                      (into transistor)
               "Laser Bunny."

     His device starts to whine.

     EXT. THE POLICE CARS--NIGHT

     At the sound of the two words, the two transistors let
     off a bizarre, piercingly corresponding siren sound.

     Suddenly, the PIGEONS OF GOTHAM CITY, and all other kinds
     of urban birds, GO INSANE.  They kamikaze down toward the
     sirens, thundering themselves against the windshields of
     the cars, causing them to skid and convulse into trash-
     cans and brownstones.

     EXT. THE MUSEUM STEPS--NIGHT

     Batman spins from the destruction, back to Penguin, who
     is opening his umbrella.

                             PENGUIN
               Love to stay and gab, but I gotta
               fly...

     The steel rods of Penguin's umbrella begin to spin out of
     control, shredding off the black cloth and turning into a
     mini-helicopter that lifts Penguin off the ground.
     Batman scuffles below him, maneuvering out his
     bat-a-rang.

                             PENGUIN
               Well, don't just stand there...Oh
               yeah, you're the one without
               superpowers...

     Batman prepares to hurl the batarang when from out of a
     manhole beneath him, the Lurid Snake Charmer Woman las-
     soes a python around Batman's ankle and yanks him.
     Batman's multi-cool batarang clacks to the ground.
     Before Batman can notice, the Ratty Poodle teeths it up
     and scampers away.  Batman kicks the Lurid woman and her
     snake back into the manhole.  Penguin has sputtered out
     of range.

     EXT. SKY--NIGHT

     Penguin swirls through the air with a mad cackle.  He
     looks down to a rooftop below him to see Catwoman wallop
     the remaining Twin.

                             PENGUIN
               And what do we have here?  A new
               girl in town.

     Penguin playfully makes a cat yelping noise.

     EXT. ROOFTOP--NIGHT

     Catwoman cackles up to the choppering away Penguin in
     admiration as Twin Two crumples to the ground.  She flips
     the diamond over her head, pauses for a breath of sanity,
     and then does a giddy leap onto the next building's
     drainpipe.

     EXT. THE STREET BELOW DRAINPIPE--NIGHT

     A relatively normal looking MUGGER is pinning a FEMALE
     VICTIM to the side of a building and rummaging into her
     purse.

                             MUGGER
               That's it, pretty, young thing,
               nice and easy...

                             FEMALE VICTIM
               Please don't hurt me, I'll do
               anything...

     Catwoman launches down, perfectly wrapping her legs
     around the mugger's neck.  She claps her hands together
     with the mugger's head in the middle.  She sinks to a
     standing position on the sidewalk as his moaning body
     sags downward.

                             CATWOMAN
               I just love a big strong man who's
               not afraid to show it, with
               someone half his size.

                             FEMALE VICTIM
               Thank you, thank you, I was so
               scared...

                             CATWOMAN
               Oh, shut up!

     Catwoman slams the Female Victim back against the
     building.

                             CATWOMAN
               You make it so easy, don't you,
               pretty pathetic young thing?
               Always waiting for some Batman to
               save you...HA!

     EXT. PROMENADE BEFORE THE MUSEUM--NIGHT

     Commissioner Gordon hatches out of one of the crumpled,
     bird-corpse-covered police cars.  Batman removes one of
     the transistor devices from the windshield.

                             GORDON
               Birds!  I'm completely outmanned
               to begin with and now the creeps
               got Mother Nature on the
               payroll...

                             BATMAN
               It was Penguin.  Behind this.  All
               of this.

                             GORDON
               You mean, Mr.  Cobblepot?  Now why
               go blaming him?  I mean, where is
               he?  Do you have any...

                             BATMAN
               Stop.  It's not the time...

     Batman closes up the transistor in his hand and moves off
     into the smoking chaos of Gotham's Rodeo Drive.  Gordon
     gives him a thoughtful glance before the Mugger and his
     Female Victim clamor up.

                             MUGGER
               She had claws!

                             FEMALE VICTIM
               That's what I'm saying!  She was a
               Catwoman!

     EXT. MAX'S DEPARTMENT STORE--NIGHT

     Catwoman saunters up to the door of a closed Shreck's
     department store.  She makes a thoughtful pause before
     the Shreck Kitten logo on the glass, then punctures it
     with her talons.

     EXT. THE THICK OF THE SMOKING PROMENADE--NIGHT

     Batman sheriff-struts into the dark mist.  The Raggedy
     Sword Swallower leaps out at him.  Batman gives him a
     strategic elbow to the ribs and pulls a sword from his
     mouth.  A MANIAC WITH AN ABSURD BOMB STRAPPED TO HIS
     CHEST pops out next.

                             MANIAC BOMBER
               Stop or I'll blow up this
               entire...

     Before he can finish his sentence, Batman impolitely
     lashes out with the sword and, sparks flying, shears the
     bomb from the bomber's chest.  Batman catches the bomb,
     hooks it to his bat-belt, then slams the Maniac Bomber to
     the ground with the back of the sword.  Flinging away the
     sword, Batman rumbles further.

     INT. THE DEPARTMENT STORE--NIGHT

     Catwoman dashes down an aisle, outstretching her arms to
     shred the priceless blouses of a gauntlet of pouting
     mannequins.

                             CATWOMAN
               Born to shop.

     With her whip, Catwoman latches up to an overhead Mobile
     of Christmas decorations and Art Deco snowflakes.  With a
     yank, she causes them to grandiosely hail upon the
     ground.

     At the sound of shattering, an ELITELY UNIFORMED PAIR OF
     SECURITY GUARDS rev up into a gently scrambling through
     the strategically darkened store.  They round a corner to
     see Catwoman merrily bouncing upon a trampoline.

     From Catwoman's rising and falling POV, the Security Men
     look up with every adjective of confusion and excitement.

                             SECURITY ONE
               Who is she?  What is she?

                             SECURITY TWO
               I don't know whether to shoot or
               fall in love.

                             CATWOMAN
               Try both.

     The Guards draw up their guns.  Catwoman spins out of
     orbit and swooshes down upon their looking up faces,
     thrashing them to the ground.  She fluidly cartwheels to
     a wall tile, that she bashes open, revealing a propane
     tank.  She talons off a hose, letting gas hiss into the
     air.

                             SECURITY TWO
               Please!  We're innocent!  Our take
               home is less than 300 a week..

                             CATWOMAN
               You're not innocent, you're alive.
               And overpaid.

     She hugs out for an armful of car care aerosols and then
     skippingly stashes them into a line of microwave ovens.
     Flouncing backward, she beeps them into starting.

     EXT. ANOTHER PLACE IN THE SMOKING PROMENADE--NIGHT

     The Thug-Acrobat from the press conference, and another
     LIKE CAPED GANG MEMBER hold out their checks in the deep
     discussion.

                             THUG-ACROBAT
               I scored a bonus for the press
               conference-Baby thing.

                             LIKE-CAPED GANGSTER
               You got start saving your
               receipts, man.

     Emerging from the smoke behind them, Batman sledgehammers
     down the Caped Gangster then latches out to the running
     away cape of the Thug Acrobat.  He violently swings the
     Acrobat off the ground into a harsh lamppost-wraparound
     collision.  Batman catches the Acrobats floating off
     check, before looking up to see the Tattooed Strongman
     growl out of the smoke before him.

                             TATTOOED STRONGMAN
               Oh, no big bad car tonight.  No
               spiky things to shoot at my head.
                      (pounding his Batman-
                       tattooed chest)
               Before I kill you, I let you hit
               me.  Hit me.  Come on, hit as hard
               as you can.  I need a good laugh.

     Batman quickly swings into the Strongman's stomach.  The
     Tattooed leviathan roars with laughter.

                             TATTOOED STRONGMAN
               You call that a...

     The Tattooed Strongman stops laughing when he looks down
     and sees that Batman has attached the Maniac's bomb to
     the Not-so-Strongman's leopard skin.  The Tattooed
     Strongman squeals past Batman right into an open manhole.
     An explosion geysers out of it.

     Batman sighs out of the smoke at the end of the Promenade
     into...

     EXT. GOTHAM PLAZA--NIGHT

     Batman plods a couple steps through the relatively placid
     Plaza.  He stops dead at the sight of Catwoman coming
     toward him from the mouth of Shreck's department store,
     startling back flip by startling back flip.  She does a
     final somersault and lands on her feet, ten yards away.

                             CATWOMAN
                      (dry enunciation)
               Meow.

     The department store behind her blows up with a glowing
     roar.  Batman is knocked to his knees.  With naked
     excitement, he gapes over to see Catwoman scale the
     ridges of a Plaza building.  Batman scans over to a fire
     escape on the other side of the building and bolts.

     EXT. BUILDING ROOFTOP--MINUTES LATER--NIGHT

     Batman too-heatedly storms up the last of the fire escape
     and strides the rooftop like an autograph hound.  He
     passes Catwoman, who is in a Cheshire curl atop a rooftop
     power shack.  When she speaks, Batman turns to see her
     slink down.

                             CATWOMAN
               Where's the fire, cowboy?  Besides
               Max Shreck's department store.

                             BATMAN
               I...

     Catwoman launches a brutal kick right into his face.
     Batman reverberates back a couple steps.

                             CATWOMAN
               Speak up.  I hate a man who's...

     With savage calm, Batman forcefully swats Catwoman into
     a whimpering ball.

                             CATWOMAN
               How could you?  I'm a woman...

                             BATMAN
               I'm sorr...

     Catwoman spins and slams batman off the ledge.  She
     lashes out her whip, and soils it around one of Batman's
     flapping arms.  With both hands, Catwoman jerks up
     Batman.  She ties her and of the whip to a weather vane.

                             CATWOMAN
               As I was saying, I'm a woman...and
               can't be taken for granted.  You
               are no longer the Night.  You're
               but a puny eclipse, a pitiful
               reminder of what's supposedly
               "Right."  But in a world of Wrong
               and Hate.  "Irrelevant" is your
               most notable trait...Are you
               paying attention, you Batman you?

                             BATMAN
               Hanging on every word.

                             CATWOMAN
               A sense of humor.  Surprise
               tactic.  Did you know we live in a
               society that tells its boys to
               conquer worlds, but tells its girls
               not to get their dresses dirty.
               A man dressed as a bat can be
               anything, but a woman dressed as
               anything but a woman is wicked.
               I'm just living down to my
               expectations.

     She only-half-teasingly runs her talons over the out-
     stretched ship lifeline.  Batman, with his unwhipwrapped
     arm, reaches into his bat belt and takes out a mini-test
     tube of the familiar pleasant blue fluid, guiding it
     toward a tube of the familiar nasty red fluid.

                             BATMAN
               People hurt each other, they lie
               to each other, they're more
               interested in what I drive, than
               what I stand for.  I need their
               intelligence, they give me their
               lunch boxes.

                             CATWOMAN
                      (pulling back)
               Finally, a real conversation and
               it's not even Valentine's Day.
               But tell me stud, if you hate
               society so much, why do you
               dedicate your life into defending
               the scum who run it.  I'm not here
               to protect society.  I'm here to
               bring it all down.  Life's a
               bitch, so now am I.

     The bat belt mixture turns purple.  Batman counts off to
     five as Catwoman swings back to cut the whip.  Batman
     lobs up the bubbling mini-test tube.  It explodes into
     Catwoman's forearm.  She animalistically shrieks in an
     epilepsy that sends her soaring off down to the next
     ledge, barely.

     Batman tarzans himself down beside her.  Catwoman's
     talons frantically claw and scratch, trying to gain
     balance.  Batman darkly just watches.

     She scrapes off.  Batman does a last minute slam of his
     foot onto one of her claws to hold her in the air.

                             CATWOMAN
               My hero.  Where were you the last
               time I died?  You don't get it, I
               don't want to be saved.  I want to
               be changed.  Don't worry I still
               have eight left.

     Catwoman rips out from Batman and drops from the
     building.  Batman watches in shock as her body hurls
     toward the ground.  At the last possible moment, from out
     of nowhere, a truck of Kitty litter bags passes beneath
     Catwoman cozily lands upon them.

     INT. SELINA'S APT.--LATER--NIGHT

     Selina, still in her Catwoman outfit, opens her front
     door and tosses her keys on the coffee table as if she
     had just punched out a ho hum 9 to 5.  Oblivious to her
     new decor and self, she does a little leap over her
     quicksand carpet and presses a talon down on her answer-
     ing machine.

                             LAME BOYFRIEND'S VOICE
               Selina, I'm going to give you
               another chance to be the woman I
               just know you can be.  I
               thought...

     Selina violently cackles then cuts off completely.  She
     shish-kebabs down her talons into the machine and then
     flings it off into her kitchenette.

     The machine hits her faucet.  The faucet comes on with a
     clear, perfect stream of water.  Selina pleasantly drifts
     to the faucet and rolls up her sleeve, revealing the
     Batman-induced burn mark.  She holds it under the water
     and purrs in pleasure and pain.

     INT. THE BAT CAVE--LATER--NIGHT

     Batman opens a glass case that is to hold his bat suit.
     He tears off a glove, revealing a bare and bruised hand.
     He puts the glove in the case, then pauses with a contem-
     plative sigh.

                             BATMAN
               Meow.

     EXT. GOTHAM PLAZA--DAY

     Penguin silently stands upon the stage in the middle of
     the square, his head bowed with quiet dignity.  A MASSIVE
     CROWD, also bows their heads in silence.

                             PENGUIN
               Amen.

                             THE CROWD
               Amen.

     EXT. GOTHAM PLAZA--DAY

     Bruce Wayne stands in the middle of the bursting-with-
     righteousness crowd and shakes his head.  He helplessly
     quakes at Penguin's words.

                             PENGUIN
               I'm afraid we're going to need
               more than prayers to stop the
               disease devouring Gotham City;
               a disease that turns Eagle Scouts
               into Psychotic Clowns and happy
               homemakers into Catwomen.  I
               chattered last night with my noble
               friend Batman, and Batman said to
               me, "Oswald, I'm losing it, man.
               I'm peeing in me tights.  I need
               help."
                      (Mayoral pause)
               I said, "Batman, I'm here."

     The crowd applauds.  Bruce is ready to explode.  He holds
     out the check he retrieved the night before and irritably
     balls it up.

                             PENGUIN
               The city needs a new moral
               authority.  Someone who can still
               remember what terrible thoughts
               go through a bitter and sick
               outcast's mind.  If I can cure
               myself, I can cure the city.  Love
               is the drug.  Face it, we need a
               new leader!  A new mayor!  A new
               election!  The new me!

     The crowd goes crazy as sheets drop from walls and fences
     revealing vivid OSWALD COBBLEPOT FOR MAYOR posters.

                             THE CROWD
               Oswald!  Oswald!  Oswald!

     Faces nauseously poking out of a limousine window, the
     Mayor and his staff look to the pandemonium of the crowd.

                             MAYOR
               Get me out of here, before I kill
               somebody, like myself.

     INT. THE SCHRECK CONFERENCE ROOM--DAY

     From his literally Ivory Tower, Max snickers down to the
     fleeing limousine.  He then looks down to one of his
     burnt, cracked Art Deco snowflakes in his hand and melts
     his smile back into stone.

     Suddenly, a maliciously upbeat Selina gooses him from
     behind and puts a cup of coffee in his flustered hand.

                             SELINA
               Morning, Max!  Bummer about the
               store, last night.

                             MAX
               Yes, uh...

     Max takes a sip of coffee and gags.  He spits a live
     cockroach from his mouth.  It crawls over the desk.

                             SELINA
               My, those silly exterminators
               promised me the coffee machine was
               okey-dokey.

                             MAX
               What are you trying...

                             SELINA
               I'm really sorry.  Hey, have you
               seen Chip?  He's usually so
               prompt.  We were to have buttered
               English muffins and hot chocolate
               together this fine winter's day.

                             MAX
               Uh, well, I hope...

                             SELINA
               ...nothing happened to him.  I
               second that emotion.
                      (sashaying off)
               Oh, I'm taking the rest of the
               afternoon off.  Do you mind?
               Really?  You are the best.

     The door slams shut.  A completely bewildered Max looks
     down to his coffee and quickly throws it from himself.

     INT. OUTER OFFICE--DAY

     Selina puts up a post-it that reads "Defy Authority" on
     her computer terminal, along with subversively aggressive
     others like "Expose the Horror" and "No Mercy."  A fly
     buzzes into the room.  Selina bats it with feline concen-
     tration as she reaches out to a carton of skim milk.

     EXT. THE STAGE--DAY

     Penguin guides the luminous and lovely Ice Princess
     toward the microphone.

     She is wearing her tiara, booties and snow bunny fur over
     an absurd bathing suit.

                             PENGUIN
               As you know, tonight at seven
               o'clock sharp is the Relighting
               of the Christmas Tree and Gotham
               City's own Ice Princess is going
               to press the button!

                             ICE PRINCESS
               Gotham I've got goosebumps and not
               just because I'm in my tangerine
               Norma Kamali one-piece.  I
               wouldn't miss this to save my own
               life!

                             PENGUIN
               You got that right.  Now, don't
               forget.  That's seven o'clock.
               This is going to be more than the
               regular flicking on of some bulbs.
               It will be a renewal for the city
               that all must pay witness to!
               The Mayor promised in the papers
               that nothing bad would happen.  I
               pray he won't let us down...

     Penguin devilishly grins when saying this, running his
     hands through the Ice Princess's hair.

     Bruce looks to the tree, the Princess, and the petting
     Penguin.

                             BRUCE
               Subtlety will get you everywhere,
               "Mr.  Cobblepot."

     Bruce meanders out of the Plaza crowd and into the con-
     necting promenade of shops that were so brutally bombarded
     the night before.  Amid the still-smoking wreckage, a
     couple stores, spread out from each other, are mystically
     untouched and glistening.

     These gloriously immune shops all have a Shreck logo on
     them.  Bruce's brain whirs.  He uncrumples the check.

     INT. PENGUIN CAMPAIGN HEADQUARTERS--LOWER LEVEL--DAY

     A gung-ho bevy of FRESH FACE YOUNG CONSERVATIVES spirit
     about a wholesomely cluttered and buzzing campaign
     headquarters level, enthusiastically handling phones,
     flyers, and faxes.  Penguin beams by a group of Aryan
     brethren.

                             SOUTHERN BELLETTE WORKER
               Oh Mr.  Cobblepot, you're just the
               most wonderful role model a young
               person can have.

                             PENGUIN
                      (sexual hunger)
               And you're the best young people
               a role model could have...

     Penguin squawks off and up a circular staircase in the
     middle of the headquarters floor, babbling to himself in
     awe.

                             PENGUIN
               Who would have thought?  I say
               something funny, they laugh.  I
               say something touching, they cry.
               I say something French--"Je suis
               une pamplamousse"--they say tres
               bien.

     In one fluid motion, Penguin begins his soliloquy amid
     the adorably respectable buzz of the clean but campaig-
     ners and then trudging upward, almost oblivious to the
     amid the ugly growling of...

     INT. UPPER LEVEL OF THE CAMPAIGN HEADQUARTERS--DAY

     where the evil Gordon Liddy Yang to the goody-goody
     bottom floor John Dean Yin eerily presents itself.  The
     Circus Creepazoids bandage up their wounds and check
     their wacko artillery.  The Walk/Don't Walk button Score-
     board reads on one side 6,341.  The number to match on the
     other side is 17,000.

     A line of Circus Thugs wearing NERDISH GLASSES, scruti-
     nize a wallful of photographs of the Batmobile and
     contrast them with a series of Penguin's Da Vinciesque
     drawings.

                             PENGUIN
               I never knew superiority could be
               so fun, and so easy...heck, I
               might even get laid tonight if...

     Penguin cuts off to pick up a ringing red hotline phone.

                             PENGUIN
               Max!  Did I do it or did I do it?

     INT. SHRECK CONFERENCE ROOM--DAY

     In his chair, Max is holding a flaming lighter beneath
     his abused music box.  The damaged snowflake also rests
     on the table.

                             MAX
               You did it.  Unfortunately, you
               did it to my flagship store.  I
               insisted that you stay away from
               my...

     INT. CAMPAIGN HEADQUARTERS--DAY

     Penguin thoughtfully answers.

                             PENGUIN
               Max, not our foul.  It was that
               Catbroad.  I gotta tell you
               though, she's got potential.

     The power suddenly goes out in the headquarters.  The
     overcast daylight is all that seeps in.  Penguin gives
     his office a challenged grin.  He sees the outline of
     Catwoman felinely pacing around, scaring the living hell
     out of his birds.

     INT. SHRECK CONFERENCE ROOM--DAY

     Max slightly raises his voice, ripping his logo off the
     wall.

                             MAX
               Forgive me if I am not as aroused
               by someone who dresses up like my
               logo and trashes my assets.

     INT. CAMPAIGN HEADQUARTERS--DAY

     Penguin absently concurs, his mind on the girl.

                             PENGUIN
               Yeah-yeah, Mr.  Shreck.  Consider
               her spayed.  Bye.

     Penguin hangs up.  He happily wobbles toward his office.
     One of his henchmen is walloped out of his office by
     Catwoman.  Penguin steps over him, love and desire in his
     eyes.  He Cat-growls....

                             PENGUIN
               I'm glad you came.  We have so
               much in common.  Death.
               Destruction.  Courage to make
               a Fashion statement.  Overall
               sexual intensity.

                             CATWOMAN
               Batman.  My friend, we have
               Batman in common.  Our connection
               is the thorn in both our sides.
               As long as that smug superhero
               is around, Gotham City will have
               some lame sense of security.
               He's like a God, who works for a
               living.

     Penguin looks off to the pictures of the Batmobile.

                             PENGUIN
               Honey, this one's on me.  The Bat
               is in a Will-Stop-At-Nothing-To-
               Bring-Me-To-Justice mode.  Figured
               I'd kill him.

                             CATWOMAN
               Making a martyr out of Batman is
               a lot less enjoyable than turning
               him into what he despises most.
               Namely, us.

                             PENGUIN
                      (Hmmmmm)
               Batman, framed as a criminal...

     Punch and Juliet purposefully stride in.  They futz with
     Penguin's tuxedo as they speak.

                             PUNCH
               We couldn't help overhearing....
               Catwoman, a pleasure.  Punch...

                             JULIET
               Juliet.  Personally, we have
               nothing against Batman--Face it,
               the guy's still got it--but
               business is business.  The only
               thing the Mayor has got going for
               him right now is his allegiance
               to Batman.

                             PUNCH
               You make a successful mockery of
               the whole Batman thing and you
               leave the Mayor with nothing.
               Instant Recall election.  City is
               yours.

                             PENGUIN
                      (blasting some
                       breath spray)
               I think we're all in agreement.
               Catwoman and I just have to...bang
               out the details.

                             JULIET
               We further recommend...

                             PENGUIN
               Beat it.

     Punch and Juliet whisk out the door.  Penguin spookily
     rides his umbrella up Catwoman's leg.

                             PENGUIN
               This is the big time, baby.  Are
               you for real?  For all I know,
               you're just some screwed-up
               sorority chick with a PMS degree,
               who wants to get back at her Daddy
               for not giving her a sweet sixteen
               pony...What do you say about a
               little interspecies action.
               I'll...

     Catwoman gulps in nervousness then shoots her claw into
     one of the bird cages and rips out a small canary and
     shoves it into her mouth.  Penguin frantically withdraws
     the molesting umbrella.

                             PENGUIN
               Stop it!  Leave Gertie alone!  I
               was just--whaddya call it--
               "flirting."  It was my first
               time...geez.

     Catwoman cooly spits out the canary, allowing it to fly
     around the room.  Penguin warily sits behind his white
     desk.  Catwoman comfortably slithers atop it.

                             PENGUIN
               Give a guy...You're seeing someone
               else?

                             CATWOMAN
               Oswald.  It could never work
               between us.  Literally...Our plan
               for Batman?

                             PENGUIN
               ...this morning...in my speech, I
               made a vaguely humongous deal
               about the relighting of the
               Christmas tree.  Batman likes to
               play offense.  He'll come to check
               it out.

                             CATWOMAN
                      (post-purr)
               I'll be the cat that kills
               curiosity.

     EXT. THE PROMENADE OF NOW-NOT-SO-GLITZY SHOPS--DAY

     NAIVELY GIDDY CHILDREN and GUARDEDLY AMUSED PARENTS
     boarded-up-windowshop down the damaged but not defeated
     outdoor mallish line of shops.  Father, Mother, and Boy--
     A FAMILY HIGHLY REMINISCENT OF YOUNG BRUCE WAYNE AND HIS
     DOOMED PARENTS glow to a "magically" intact Shreck toy
     store window.

     Bruce Wayne sidles up beside them and sadly contemplates
     the cozy menage.  He turns and looks, not through the
     window, but at it, at the reflection of himself.

     In the corner of the window reflection is a reflection of
     Selina Kyle standing across the street.  Her back turned,
     she is also looking toward a store window.  Noticing her,
     Bruce turns from his window.

     EXT. THE STORE ACROSS THE STREET--DAY

     Selina grimly stares at her reflection.

                             SELINA
               What are you doing?

     Selina pushes her Catwoman mask deep into her purse.  A
     gliding over Bruce touches her shoulder, startling her.

                             BRUCE
               Selina.  Hello.  I didn't mean
               to...

                             SELINA
                      (Catwoman voice)
               Hello...
                      (coughing, normal)
               Hi, Bruce Wayne.  Hi.

                             BRUCE
               It's great to see you in real
               life, outside the Almighty
               conference room.  I can't believe
               Ebeneezer Shreck let you out.  He
               must have got a fax from the
               Ghost of Christmas Future...

                             SELINA
               Something like that.  So what are
               you doing out in the jungle?  I
               thought you quasi-reclusive
               jillionaire playboy types have
               robots who come out do your
               yuletide soap-on-a-rope gift
               buying.

                             BRUCE
               It's their day off.  That was a
               hell of a sentence.  Se-li-na
               Kyle.  There's something about
               you...I'd really like us to get
               to know each other.
                      (looking off)
               Well, kind of.

     Bruce is looking to a newsstand.  They both pause to
     absorb the screaming tabloid headlines "BATMAN WIPES OUT
     ON CRIMEWAVE"..."It's A CAT-astrophe"...."Me-ow-uch!"

                             SELINA
               The news nowadays....It seems to
               be coming from another planet,
               another life.

                             BRUCE
               I have a hard time believing it
               myself, sometimes.
                      (peeved)
               "Batman wipes out on Crimewave"?
               I mean, that's a bit of an
               exaggeration...

                             SELINA
                      (squinting and
                       reading)
               Catwoman is thought to weigh 160
               pounds.  Where do these hacks get
               their information?  I mean, she'd
               have to be a lot better shape
               than...

     Bruce and Selina go into half-chuckles as they shuffle
     together..

     EXT. GOTHAM PLAZA--DAY

     POLICEMEN are cordoning off the Plaza in preparation of
     the night's festivities.  The Plaza is filled with
     FESTIVITY WORKERS, dressed as ELVES, who scurry about
     cleaning up.  A sign reminds THE RELIGHTING OF THE TREE
     AT SEVEN.

                             SELINA
               You're not going to this thing
               tonight, are you?  "The Relighting
               of the Tree."

                             BRUCE
               I wouldn't be caught dead here.
               I have a feeling it's going to
               be very.....rowdy.

                             SELINA
               Rowdy?.....It's going to be Hell,
               Bruce, and Chaos and Armageddon
               and...Uh, at least that's what I
               think.

                             BRUCE
               Those are big words.  I guess
               we'll just have to watch it on
               T.V.

                             SELINA
               I'm sorry I feel so strongly.  And
               wickedly.  I didn't always.

                             BRUCE
               How charming.  You got yourself
               a little dark side.

     A can't-help-but-be-condescending Bruce pats her on the
     head as they pass the stage.  The Ice Princess, poking on
     a studious pair of glasses, is being re-briefed on the
     difficult task of pressing the large red button whose
     wires lead to the tree.  The viewer is revealed that
     many of the elves are Penguin disciples like the Sword
     Swallower and the Raggedy waif.

     EXT. PARK PATH--DAY

     Bruce and Selina stroll down a deserted and lightly
     snowbound park path, between two large snowmen.  Selina
     broadly inhales.

                             SELINA
               Is it just me today, or do you
               feel...sane?

                             BRUCE
               It's just you.
                      (smiling)
               It's strange, but when I'm with
               you I forget that the world is...

     Suddenly, from out of the snowmen, TWO WILD-EYED HOODLUMS
     in little oxygen masks smash forth, like bad butterflies
     form a nice white, corn-cob-pipe cocoon.  They tear off
     their masks and pull out knives.

                             BRUCE
               ...like this.

     Bruce heroically heaves forth, giving Selina a small,
     "Back Milady, this is man's work" push.  Selina then
     strides before him, giving a "Let me handle this, you
     lily white cutie" look.  Bruce tries to Dudley-Do Right
     forward again, when...

                             SNOWMAN HOODLUM ONE
               It's dangerous to walk in the park
               after 11 a.m.?  Don't you..

     With simultaneous brutal swiftness, Bruce sledgehammers
     Hoodlum One to the ground as Selina gives Snowman Hoodlum
     Two a terrifying backhand, sending him into the snow.

     Bruce lifts up Selina's bloody knuckles.  He licks them.
     She likes it.  They melt toward a traditionally classic
     screen kiss when Bruce sneezes in her face.

                             BRUCE
               I'm sorry.  I'm allergic to cats.

                             SELINA
               What do you...

     Selina is in shock.  How could he possibly know...A
     smiling Bruce motions over his shoulder to where the
     nasty Tomcat from her resurrection stands.  It growls off.

     Bruce and a brightening Selina re-melt into a soaring
     kiss as the viewer's viewpoint drifts back to reveal the
     muggers' crumpled bodies twitching in the snow beside
     them.

     INT. DEN IN WAYNE MANOR--DUSK

     Bruce and Selina continue their passionate kissing,
     wrestling on a couch in Bruce's den, fully-clothed,
     before a roaring fireplace.  A sparking-off ember causes
     them to break apart.

                             SELINA
               To think, I was taught never to
               get involved with a man with two
               first names.

                             BRUCE
               you were taught well.  My last
               relationship...forget it.

                             SELINA
               Ah, too late, you started it.
               What went wrong?  Keep things from
               her?

                             BRUCE
               No, told her everything.

                             SELINA
               Ouch.  Well then, let's keep
               things strictly superficial.

                             BRUCE
               Not yet.  First I get a question.
               Back in the park, where did you
               learn...

                             SELINA
               Didn't.  At least I thought I
               didn't.  I won some karate
               lessons.  Radio thing.  I'd been
               calling for Grateful Dead tix...
               anyway, I take the course.  I was
               a most serious failure.  The
               instructor kept chanting "Your
               mind isn't clear, your mind
               isn't..."
                      (disturbingly)
               It is now...

     Bruce massages a tickled Selina under her shirt.

                             BRUCE
               Why is your body so alive?

                             SELINA
                      ("You don't wanna
                       know")
               Uh...Uh-robics.  I was very
               athletic as a girl.  It's cute
               thing for a girl--to be athletic,
               aggressive....but you grow older,
               everyone tells you...

                             BRUCE
               Everyone is wrong.  Important
               thing to remember.

     Selina felinely curls out of an intense kiss to lie on
     the couch.  Bruce's hand brushes by her burnt forearm.

                             SELINA
               I'm just so tired.  I had
               incredibly rough night last night.

                             BRUCE
               This city takes a lot out of you.
               I was running around quite a bit
               myself.

     As Bruce lies back, Selina pats his head, her turn to
     be condescending.

                             SELINA
               How charming.  More of that rugged
               Last Minute Christmas shopping?

                             BRUCE
               Sure.

     They both close their eyes.

     INT. A TRAILER IN GOTHAM SQUARE--DUSK

     The sweet, lovely Ice Princess, in a vast white Good
     Witch dress, is storming around her dressing room trailer,
     barking into a cordless phone and fiddling with her hair
     in the mirror.

                             ICE PRINCESS
               Yeah, yeah, that's all very
               uninteresting.  Bottom line, they
               want this fair maiden back next
               year, they are going to have to
               pay.  Big time.  I don't want to
               be pressing a sucky red button all
               my life.

     Ice Princess slams down her antenna and gives up a sur-
     prised smile to Penguin.

                             ICE PRINCESS
               Why Mr.  Cobblepot, I didn't hear
               you come in.....

                             PENGUIN
                      (malevolently)
               Why thank you.  It's one of my
               strong points.  Heads up.

     Penguin heaves the Super-bat-a-rang the Ratty Poodle
     retrieved for a point blank whoosh into the Ice Princess's
     forehead, thwacking her into her makeup table.  The
     batarang boomerangs wildly back causing Penguin to hit
     the deck.  It reverberates off the wall a couple times
     before dropping to the shag.  A lone white dot blinks off.

     EXT. HER TRAILER--DUSK

     Penguin drags the Ice Princess out of the trailer.  Punch
     and Juliet finish spraypainting to help him yank out the
     vast-dressed damsel.

                             PENGUIN
               How could the Caped Crusader do
               such a thing?  One, two, three,
               pull!  One, two..

     Revealed upon the trailer, the words "LET THE ONE WITHOUT
     SIN CAST THE FIRST STONE" are spray-scrawled next to a
     spooky, dripping drawing of a bat with a death skull.

     INT. WAYNE MANOR DEN--EARLY EVENING

     Lit only by the fire now, Bruce wakes with a start, still
     entangled with a napping Selina.  Seeing a clock showing
     6:30, he gracefully winds out of Selina's arms as not to
     disturb her serene slumber, then bolts off.

     INT. WAYNE MANOR STAIRCASE--EARLY EVENING

     Bruce rumbles down a set of stairs.  Alfred saunters by
     at the bottom of the stairs.

                             ALFRED
               Bruce, the computer search on the
               campaign check came through.  You
               were right.  It's Max.  The money
               for the Cobblepot Campaign Fund
               comes from the account of a small
               Waxed Lips company in the islands.
               Owned by the Shreck corporation.

     Bruce pauses on the staircase.

                             BRUCE
               Shreck bankrolling Penguin...Damn
               him.  I think we should send Max
               one of our little gifts.

                             ALFRED
               Agreed.

     Alfred opens up a cabinet as Bruce continues down the
     stairs.  Alfred takes out one of many identical SCARABE
     BROACHES.

                             BRUCE
               Why didn't you wake me, Alfred.
               The Re-lighting of the Tree is in
               a half-hour.

                             ALFRED
                      (awkwardly)
               I was hoping you would miss it.

                             BRUCE
               You heard Penguin in the Plaza
               today.  He's going to do
               something.  He practically issued
               an invitation to me.

                             ALFRED
               He did issue and invitation.  That
               is what I'm afraid of.  The
               whole thing is...

                             BRUCE
               I know...You didn't put any money
               on this, did you?

     Bruce smiles off until Alfred calls out, causing him to
     antsily semi-stop.

                             ALFRED
               And what of your friend?

                             BRUCE
               Oh, Miss Kyle.  Her name's Selina
               Kyle.  She's wonderful.  Tell her
               I had some business that came up
               and I'm really, really, sorry
               and...and communicate to her that
               I, I don't know, that I really
               like her.  Not just in a stupid
               "Be my girlfriend" way.  That she
               makes me feel very....  inside.
               Very...

                             ALFRED
                      ("get going")
               I will work on it, sir.

     Bruce smiles and bolts off.

     INT. WAYNE DEN--DUSK

     Selina slowly wakes out of her catlike ball with a
     purr.  She then looks to her watch and freaks upward.

     INT. THE WAYNE STAIRCASE--DUSK

     Selina dashes down the staircase.  Alfred glides out to
     greet her.

                             SELINA
               Alfred.  The butler, I mean, more
               than a butler.  Bruce's told me
               about you...

                             ALFRED
               Hellow, Miss Kyle.  Mr.  Wayne
               told me to tell you...

     Selina semi-runs in place like Bruce did.

                             SELINA
               Mr.  Wayne.  Tell Bruce, some
               business came up, and...And
               Alfred, tell him I've been going
               through a lot of changes and...
               no, don't tell him that.  Just...
               tell him, he makes me feel like
               I really actually think I am...
                      (laughing)
               Or you know, if you can cook up
               a sonnet or a dirty limerick or
               something.

                             ALFRED
               I will work on it.

     Alfred grins as Selina runs off.

     INT. BATCAVE--NIGHT

     Bruce breaks out the Bat suit and begins to get into it.
     A live broadcast from Gotham Plaza silently shows on a
     screen.

     INT. SELINA'S VOLKSWAGEN--NIGHT

     Selina chugs down the road, pulling her Catwoman outfit
     out from underneath the single-woman-old-People-magazine-
     Diet-Cola-can detritus of her Volkswagen.

     EXT. A GOTHAM ALLEY--NIGHT

     The Batmobile coasts into a deserted alley.  Batman
     activates the security cloak.  He storms off.

     EXT. GOTHAM PLAZA--NIGHT

     Gotham is ready to party.  A hearty mass of people are
     crammed into the Plaza before the gigantic, unlit Christ-
     mas Tree, breathless with an anticipation usually saved
     for New Year's.

     The Massive Electronic Teletype reads, "New Lights for
     the Tree.  New Hope for the City.  Shreck Electric..."

     EXT. THE SHRECK ALLEY--NIGHT

     The familiar Ratty Poodle, with an Elf hat on his head
     hobbles to the mouth of the alley.  Seeing the Batmobile,
     he barks off.

     Moments later, following the poodle, a perversely hetero-
     geneous squadron of other Penguin crew members dressed
     as elves, strategically surround the Batmobile, each
     holding a toolbox.  The Raggedy Barefoot Waif unzaps the
     security cloak.

     Each Elf, locks a card of a meticulous drawing onto a pro-
     truding headpiece, so each Elf can scan the card while
     toiling with both hands.  The Elves begin taking apart
     the Batmobile.

     EXT. GOTHAM PLAZA--NIGHT

     The Mayor paces the Plaza stage, badgering his staff.

                             MAYOR
               Let's just get the Ice Brat out
               here, get her to push the damn
               button, and light up the silly
               tree.  Then we all go safely home,
               roast Jack Frost's chestnuts on
               an open fire, and talk about what
               a good time we had and what a
               good mayor I am...Jim!  Didn't
               I say it'd be clockwork?

                             COMMISSIONER GORDON
               The Ice Princess has been
               kidnapped.

     Commissioner Gordon gravely steps forward with other
     policemen.  The Mayor goes into psychotic denial,
     addressing Gordon with the same chipper tone and
     expression.

                             MAYOR
               Jim!  Didn't I say it'd be
               clockwork.

                             GORDON
               It gets better.  It looks like the
               person who kidnapped her is...is..

     Overcome with grief, Commissioner Gordon holds out the
     slightly blood tinged Batman's bat-a-rang.

                             MAYOR
               Jim!  Didn't I say...Batman!  I
               always knew that freak was a
               security risk!

     EXT. TOP OF A GOTHAM BUILDING--NIGHT

     Batman takes a sentinel position above Gotham Plaza and
     scans the crowd.  He curiously watches Commissioner
     Gordon and his militia rush into police cars and screech
     off.

     Batman's attention is wrenched away by the sight of Cat-
     woman in the distance, panthering off one building onto
     another.  He watches her slink down to a lone lit up
     floor where Penguin can be distinctly seen cackling and
     waddling around a bound-on-a-chair and gagged Ice
     Princess.  Catwoman climbs into the window.

     Batman fires across a grapple to the ledge above the
     floor.

     EXT. THE ALLEY--NIGHT

     The Batmobile has been dismantled and picked apart like
     a post-Thanksgiving turkey.  The Quasi-Elves deviously
     perform delightfully incomprehensible and detailed handi-
     work upon the skeleton with their tools, while engaging
     in blue collar bitching.  Wires are twisted.  Clamps are
     added.  The piece de resistance is A WARPED-TECH BEACON/
     ANTENNAE that is placed carefully beneath the vehicle.

                             SWORD SWALLOWER
               I'm just saying, I wouldn't mind
               sitting down and having a drink
               with him.

                             STEELY DAME
               With that snob Batman!  I can't
               believe I'm hearing this from you!

                             DWARF ONE
               He's not saying he doesn't want
               to see Batman destroyed tonight.
               We all do.  But wouldn't it be
               intriguing to pick his brain.
               In a way, he's one of us...

                             NERDISH CLOWN
               His family was killed in a
               meaningless act of violence and
               he does the bat-vigilante thing
               out of revenge...That's my theory.

     Penguin's elves moan in disagreement.

                             SWORD SWALLOWER
               Damn, nobody wants to hear your
               boring theories.  Man, why did
               we let you in the gang?

     EXT. LEDGE--NIGHT

     Batman finishes a violently swooshing wire and pulley
     ride.  He slams against the wall of the building.  How-
     ever, the moment his feet land firmly on the ledge of
     the building, the lights in the large, lofty room
     containing Penguin, Catwoman, and the Ice Princess-in-
     distress, mysteriously go out.

     INT. INSIDE THE DESOLATE-EXCEPT-FOR-A-CHAIR FLOOR--NIGHT

     Creeping through the open window, Batman can make out the
     dimly lit figure of the Princess struggling in her chair.
     He undoes her gag.  Her eyes are looking out over his
     shoulder.

                             ICE PRINCESS
               Why is the building across the
               street laughing at us?

     A perplexed Batman turns to the windows not facing the
     Plaza.  A perfect configuration of lit windows in the
     building across the street form the flashing on-and-off
     word of HA  HA  HA.

     Batman tries to come up with a reaction to this bizarre
     sight, but his attention is directed downward by the
     sound of sirens.  The set of police cars that Batman saw
     leave from the square are now screeching up to the non-
     square side of the building.

                             BATMAN
               Strange.  A set-up.

                             ICE PRINCESS
               But Batman, how can somebody be
               set up for a kidnapping...I'll
               just tell the authorities the
               truth and...

                             CATWOMAN (O.S.)
               Who said this was a kidnapping?

     Catwoman drops down from the ceiling and launches a trade-
     mark full length kick at Batman, but the came-to-play
     Crusader grabs her heel and vigorously thrusts her
     backward into a shattering set of windows.

                             CATWOMAN
               I thought we had something
               together.

                             BATMAN
               We do.

     Batman swings out.  Catwoman backflips away to the
     Princess and slashes down.  But only to cut the Ice
     Damsel's ropes.  Catwoman rips her off the chair and
     tugs her through a door.

                             CATWOMAN
               Excuse us, Girl talk!

                             ICE PRINCESS
               He-lp!

     Batman hustles after them.

     EXT. THE ENTRANCE TO THE BUILDING--NIGHT

     Commissioner Gordon gloomily watches his men bash open
     the door.

     INT. BUILDING STAIRCASE--NIGHT

     Catwoman wrenches a resisting, squealing Ice Princess
     up a staircase.  Batman rumbles after them, a floor
     behind.

     EXT. THE ALLEY--NIGHT

     The Elves busily backtrack, putting the Batmobile back
     into its original state, piece by piece.

                             NERDISH CLOWN
               Then again maybe he's just a
               guy who has a thing for bats.

                             SWORD SWALLOWER
               Cork it.  We're a dream...

     Each Elf gives the Batmobile a simultaneous last little
     buff with his or her shoulder.  The Waif reactivates the
     security shield as the Elves skedaddle.

     INT. THE STAIRS--NIGHT

     Batman crashes up a final set of stairs through a door
     onto...

     EXT. THE BUILDING ROOFTOP--NIGHT

     Where Penguin is pointing an umbrella to the temple of
     the shuddering Ice Princess.  Catwoman is nowhere to be
     seen.

                             PENGUIN
               Batman!  My oh my, caught chasing
               Pussy-cat.  Glad you could make it.
               Nothing's worse than arriving late
               to an assassination.

                             BATMAN
               Drop the umbrella.  Your feelings
               of impotence have gone too far.
               You...

                             PENGUIN
                      (pretends to be
                       nodding off)
               Oh, sorry...Gee, I guess I never
               looked at it like that.  I feel
               pretty selfish.  Here Cinderella,
               you take it...

     Penguin hands over the umbrella to a befuddled Ice
     Princess.

     The handle of the umbrella clamps both the Ice
     Princess's hands and suddenly goes into its spinning,
     cloth shredding mini-helicopter mode!  The fully costumed
     Princess starts to float up over the edge of the roof.
     Batman races to outstretch after her, but she sputters
     out of reach, drifting out over Gotham Plaza.

     Penguin presses a button on a hand console.  The umbrella
     handle comes off in the Princess's hand.  She sails down,
     gorgeously wailing toward the crowd and the Christmas
     Tree below.

     EXT. POLICE STATION ROOF--NIGHT

     Dwarf Two in Elf threads hot-wires on the Bat Beacon
     Spotlight and tips it so the beam comes down off the sky
     right onto...

     EXT. THE BUILDING ROOF--NIGHT

     and Batman himself (!), who stands on its edge.

     EXT. DOWN AT THE PLAZA--NIGHT

     A viewed segment of the crowd peers up.

                             CROWD MEMBER
               Batman!  He pushed the Princess!

     The devastated Mayor and his staff follow with their
     heads the trajectory of the princess's body and their
     careers.

     The Princess's body slams down onto the big red button.

     This causes the Christmas tree to come to life, but not
     with lights.  A LEGION OF EEKING BATS bellow out from the
     tree's branches and swoop down upon the crowd, clawing
     at heads and shoulders.  Mind boggling pandemonium.

     Tearing and batting at the bats, people crunch through
     telephone booths and storefront windows.

     The Massive Electronic Teletype reads out:  YOU PEOPLE
     ARE NOT WORTH PROTECTING.  YOU ARE WORTH DESTROYING.
     LOVE, BATMAN.

     Punch and Juliet stand content in the eye of the frenzy.
     They give each other a thumbs-up sign.

     A PACK OF MADE OVER WOMEN IN SMOCKS plow from a beauty
     shop, besieged by bats violently re-arranging their
     hairdos.

     EXT. THE BUILDING ROOF--NIGHT

     Batman stands frozen under the Bat Beacon glow.  He
     snarls toward a whooping-it-up Penguin.

                             PENGUIN
               I knew it would be delicious, but
               this is too good...

     The cops blast through the rooftop door (which swings
     open to deftly hide the nearby Penguin).  Batman stops
     his snarl as the Officers open fire.

                             BATMAN
               Wait...

                             COMMISSIONER GORDON
               Hold your...

     The bullets violently ripple against Batman's armor,
     sending him reeling back, over the edge of the building.

     Batman tumbles in air, clangs off a terrace railing,
     then bone crackingly inverts onto the next building
     terrace.

     EXT. THE TERRACE--NIGHT

     A crumpled-on-the-ground Batman aches up, but is gently
     pushed down by the heel of an approaching Catwoman.

                             CATWOMAN
               You're purr-fect; everything I
               could ever want in a man:  scared,
               confused, and about to die.

                             BATMAN
               I also play a mean accordion.

     The disguised Selina Kyle collapses into an erotic
     straddle of the disguised Bruce Wayne and gives him a
     quick lick.  The drunk-on-pain Batman focuses on some
     mistletoe hanging above Catwoman.  He manages a snort.
     Catwoman looks up and chuckles with him.

                             BATMAN
               A kiss under the mistletoe.  Did
               you know mistletoe is poisonous,
               if you eat it?

                             CATWOMAN
               But a kiss is deadlier, if you
               mean it.

     Catwoman unfastens the Bat belt from the semi-paralyzed
     superhero and flings it off the terrace.

                             BATMAN
               How did you know that truck would
               drive by after you jumped?

                             CATWOMAN
               I didn't.  What about you?  Did
               you mean what you said, Batman,
               the other night we hung out?
               About hating society?  Or were
               you just outmaneuvering me?

     EXT. BELOW--NIGHT

     The bat belt spins to the ground, its chemical payload
     half-exploding on impact.  Frightened Gothamites obli-
     viously scud past it.

     EXT. THE TERRACE--NIGHT

     Catwoman runs her talons down Batman's armor.

                             CATWOMAN
               No answer?  So much for foreplay.
               Who are you?  Who's the man
               behind the Bat.
               Maybe he can help me find the
               woman behind the Cat.
                      (pressing armor)
               That's not him...here you are...

     Catwoman's talons poise at the end of Batman's armor, just
     above the waist.  Catwoman thrusts.  Roaring up, Batman
     fiercely whams Catwoman off him, into a moaning ball.
     Batman operatically rises, bleeding from the talon holes
     and aching from every pore.  He moves to the edge of the
     terrace and does a swan dive off it.

     EXT. IN AIR--NIGHT

     From out the back of Batman's arcing downward costume,
     a pair of balsa wood-enforced, lithe black cloth kite-
     wings extend out and open.  Batman uses his wings as a
     hang gliding parachute, leveling off his mean trajectory.

     EXT. BELOW--NIGHT

     Gotham citizens stop their fleeing to gape at the
     terrifying sight of Batman flying amid his real-life
     counterparts.

     EXT. A SECLUDED ALLEY--NIGHT

     Batman continues to swoosh ever downward.  He edges out
     before the crowd.  Parallel to the ever-this-is-gotta-
     hurt-closer ground, Batman Brannifs into an alley down
     for a skidding, quasi-crash, leaving him barely conscious.
     The black balsa batwings crunch to pieces in the tumble.

     The lead pack of the crowd, A SURLY, HETEROGENEOUS MOB OF
     THREE (One is a cop) huff into the alley and surround
     Batman's body.

                             NIGHTSTICK COP
               Yes!  We bagged that big blue
               hypocrite!

                             ANGRY MOB MAN
               Let's crucify him...or something.

                             ANGRY MOB FEMALE
               The mask, jerk!  Take off the mask!

     The trio hunkers down as the Angry Mob Male fiddles with
     the back seam of the mask.  As he grits his teeth and
     makes a savage pull, the Batsuit Chestplate detonates
     and deflates, causing a burst of dark blue gas to blast
     up into his persecutors' faces.

     Batman coughs, awakens, and gives the Angry Male a solid
     kick, slamming him back into the others.  Aching up,
     Batman stumbles down the alley, breaking into a seething
     dash.

     EXT. ANOTHER BLOCK OF THE CITY--NIGHT

     Penguin gives a congratulatory two-handed grab of
     Catwoman's paws.  They are standing before a fountain
     that absurdly seems to have frozen during an Old
     Faithful-size upward splash.

                             PENGUIN
               Outstanding work.  You're Beauty
               and the Beast in one lusciously
               wrapped package.

                             CATWOMAN
               Right back at you.  Now we do
               some real damage to the
               powers-at-be...

                             PENGUIN
                      (not paying attention)
               You were the real thing, tonight.
               You're an incredible, creative
               villain and that's what makes it
               so hard to do what I have to do.
               ...That department store you hit
               last night belonged to Max Shreck.

                             CATWOMAN
               What does that poisonous piece of
               Upstanding Citizen have to do with
               anything?

                             PENGUIN
                      (doing a cat screech)
               Temp-er.  Sorry, you feel so
               strongly, bu-ut Max Shreck is
               my bankroll, my boss, and a pretty
               neat guy all around...

                             CATWOMAN
               My God, you were the one.  The
               one he thought I saw him talking
               to.  That's why he...

     Catwoman gives off an incensed screech and spin.  She
     begins pounding her forehead just like Selina did,
     speaking in her voice.

                             CATWOMAN
               Corn dog!  Corn dog!  Corn dog!
               Max owns the good guys and the
               bad guys.  Even vulgar, twisted
               little mutants like Penguin!

                             PENGUIN
                      (poignantly)
               The name's Oswald Cobblepot, and
               I don't think I like you anymore.

     Penguin fires a petite fireball from his umbrella.  It
     sears into Catwoman's shoulder, blasting her back into a
     writhing fit.  He then puts an umbrella in her hand.
     It locks on.  And goes into a choppering fury.

                             PENGUIN
               Go to Heaven.

     Catwoman's wounded body is lifted from the ground,
     limping upward into the air.  Penguin sadly watches her
     go.

                             PENGUIN
               I knew I'd have to kill you.  It
               only made me love you more.

                             PUNCH
                      (rushing up)
               Batman has left the building.

                             JULIET
               What you did in the Plaza, they
               should put in a textbook...but
               you might want to think about
               going to Plan B now.

                             PENGUIN
                      (wistfully)
               Why not?

     A colossal Recreational Vehicle emblazoned with a VOTE
     FOR OSWALD insignia and a grand antennae rumbles up be-
     hind him.

     EXT. GOTHAM SKYLINE--NIGHT

     Catwoman's wounded body continues to endlessly whirl
     through the Gotham stratosphere, past its skyscrapers.

     She painfully reaches up with her free claw and tears
     open the handle lock.  She is released.

     Catwoman makes a dazzlingly awesome freefall plunge,
     finally crashing through a building skylight into...

     INT. A PENTHOUSE GREENHOUSE--NIGHT

     and a tableful of flowers.  She lies for a moment in
     stunned silence then launches up to wail an inhuman wail
     that tumultuously shatters all the greenhouse glass.

     EXT. THE BATMOBILE ALLEY--NIGHT

     A battered Batman gallops into the alley and undoes the
     security cloak on the deceptively pristine Batmobile.

     Batman thunks down into the driver's seat and takes a
     breath of guarded relief when suddenly the doors make
     severe locking noises.  All systems on the control panel
     flash on by themselves.  The engine cacophonously vrooms
     up.

     INT. THE RECREATIONAL VEHICLE--NIGHT

     Penguin scuttles into the back of the motor home, past
     various Carnival creeps.  He bounces into a seat before
     an absurdly twisted, Renaissance-tech remote control
     panel of switches, buttons, and levers, all labeled with
     functions of the Batmobile, including a mini-steering
     wheel.

     INT. THE BATMOBILE--NIGHT

     Batman pounds his fist into a Batmobile window to no
     effect.  Penguin's face comes on his screen the same way
     Alfred's innocuously did before.

                             PENGUIN (screen)
               Don't adjust your set.  Welcome
               to the Oswald Cobblepot School
               of Driving.  If you're not
               humiliated and dead by the end of
               our first lesson, money back
               guaranteed.  Gentleman, start
               your screaming...

     Batman becomes motionless.  The vehicle thunders forward,
     slamming him back.

     EXT. THE BATMOBILE--NIGHT

     blasts from the alley and makes a wild turn onto the
     street.

     INT. RECREATIONAL VEHICLE--NIGHT

     Penguin rambunctiously joggles the steering wheel.  On
     one screen, he sees Batman's drained face.  On another
     screen is batmobile-eye view.

                             PENGUIN
               I know this is a bad time to
               mention it.  But I don't even
               have a license.  Thought you
               might like to know.

     EXT./INT. THE BATMOBILE--NIGHT

     shrieks wildly down the street and up the sidewalk,
     sending people and things screaming and crashing.

                             BATMAN
               Thanks...

     Batman sneers in mortification then bashes down and tears
     off a shard of his console.  He rips and tugs at various
     wires.

     Penguin gives a disappointed frown from the screen.

                             PENGUIN (screen)
               Oh come on, just sit back and
               enjoy the ride.  The night is
               young.  Oh, watch out for the
               newsstand...

     EXT. STREET--NIGHT

     THE BATMOBILE demolishes a newsstand, scaring off
     terrified bystanders.

     INT. RECREATIONAL VEHICLE--NIGHT

     Penguin scratches his chin.

                             PENGUIN
               Fire hydrant?  Too cliche.

     The Batmobile swerves past a fire hydrant, wildly
     surging...

     EXT. INTO GOTHAM PLAZA--NIGHT

     The Batmobile ferociously heads into the Plaza and buzzes
     the rejuvenated-in-a-bad-way townpeople.

     INT. RECREATIONAL VEHICLE--NIGHT

     PENGUIN plays his controls like the Phantom of the Opera.

     EXT. GOTHAM SQUARE--NIGHT

     Batman rages as the batmobile sides flank out, no longer
     in the name of good, but to bash down fleeing bystanders.

     Levers on the console go down by themselves.  Batman
     slams out to give them Herculean pushes upward.

     The steel spikes Gatling-blast out everywhere, destroying
     all-remaining Christmas decorations.

     EXT. THE PLAZA--NIGHT

     REPORTER BIX CARBONDALE shouts into the camera.

                             BIX CARBONDALE
               This is Bix Carbondale in Gotham
               Plaza.  Batman is out of control.
               First came the bats and now...

     A flying steel chunk smashes Carbondale to the ground.

     INT. THE BATMOBILE SCREEN--NIGHT

     Penguin talks through the screen as Batman tears at his
     console.

                             PENGUIN
               You gotta admit it feels good.
               You saw the way these taterheads
               turned on you.  Tell me it's not
               a little fun.

                             BATMAN
               I'm not...this isn't.

     EXT. GOTHAM SQUARE--NIGHT

     Meanwhile, a pack of Gothamites flee in different
     directions, leaving the Adorable Little Girl from the
     opening stranded and confused.  The Batmobile specta-
     cularly angles right at her.  She's a bunny paralyzed by
     the headlights.

     INT. THE RECREATIONAL VEHICLE--NIGHT

     Penguin licks his lips as the screen zooms toward her.

                             PENGUIN
               Oh, this is going to hurt her a
               lot more than its going to hurt
               you.

     Penguin presses down on the accelerator.

     EXT./INT. THE BATMOBILE--NIGHT

     Batman looks to the oncoming child and goes dead.

     He yanks open a ceiling panel, revealing another myriad
     of wires and fuses.  He stares with spooky undistracted
     concentration.  He pulls out a round fuse.

     The Batmobile squeals to a sudden dead halt, centimeters
     from the vibrating then fleeing Adorable Little Girl.

     INT. THE RECREATIONAL VEHICLE--NIGHT

     Penguin moans out of annoyed sexual non-release.

                             PENGUIN
               Oh God, why...why did you stop.
               It felt so good, so...what the
               heck, how about one last spin!
               Buckle Up!

     EXT. GOTHAM PLAZA--NIGHT

     The steel jack-type device again explodes out of the
     bottom of the Batmobile, lifting it up off the ground.
     But instead of going into a simple, suave 180 twist,
     the batmobile convulses into a Tasmanian Devil spin that
     revolves the car around at mind-roasting speed.  A
     battalion of police cars surround it.  Officers unhatch
     and begin firing.

     INT. THE BATMOBILE--NIGHT

     Breaking into a loud snarl, a swirling Batman tries to
     mangle open his matching square knob.  Penguin's image
     on the spinning screen surreally cackles....

     INT. THE RECREATIONAL VEHICLE--NIGHT

     Penguin twists the Square knob some more and then kicks
     back in his seat to watch and squawk.

                             PENGUIN
               Who wants to go faster?  I can't
               hear you!  Come on, everybody
               raise your hands!

     EXT./INT. THE BATMOBILE--NIGHT

     spins even faster.

     Batman rips off his own square knob, pounds back the fuse
     above him, and rips sparks some wires in his steering
     wheel.

     The jack is sucked back up and the Batmobile breaks out
     of its cartoon swirl and blusters forward deftly between
     two police cars, screeching molecules to spare.

     INT. RECREATIONAL VEHICLE--NIGHT

     Penguin falls back off his seat in anger and shock.

     INT. A CAR REPAIR GARAGE--THE SAME DAMN EVENING

     A scruffy Teen, who'll be referred to as THE KID, is
     sweeping the grimy floor of a small, gloomy car repair
     garage.  He wears a wildly tattered grease-monkey uni-
     form and a blaring Walkman which prevents him from
     hearing the sound of shouts and sirens.  He pits down
     his broom and sighs a sigh.

                             THE KID
               Too much excitement for one night...
               Why do I keep reading this stuff?

     The Kid picks up a comic book that says THE TRUE LIFE
     ADVENTURES OF BATMAN and moves down upon a sleeping bag
     on the concrete floor of the garage.  He opens up the
     comic book....just as the Batmobile spectacularly
     crashes through the glass garage doors and screech stops
     over two jack flanks.

                             BATMAN
               Up!

     The Kid de-Walkmans and flings his silly comic book.  He
     slaps up a lever that launches up the two jack flanks
     into the belly of the batmobile, lifting the oversize
     vehicle off the ground.

     INT. THE RECREATIONAL VEHICLE--NIGHT

     Penguin frantically grasps and twists his steering wheel.

                             PENGUIN
               What...why?

     INT. THE GARAGE--NIGHT

     The wheels of the lifted Batmobile futilely twist and
     spin.

     INT. THE BATMOBILE--NIGHT

     Penguin shouts on the screen.

                             PENGUIN (screen)
               You're cheating!  You dirty bat--

     Batman pounds his fist through the screen, shutting him
     up.  Batman then takes a piece of the batmobile console
     and jimmies open his door.

     INT. THE GARAGE--NIGHT

     Batman dramatically lands, staring face to face with
     the Kid.

                             THE KID
               Oh man....I don't believe...Fill
               er up?  Check the oil?  Key to the
               restroom?  Don't talk.  I might
               wake up.

     The Kid kicks forward a small stepladder, grabs a
     toolbox, and lurches forward.

     INT. THE RECREATIONAL VEHICLE--NIGHT

     Penguin and his crew are now angrily re-working the
     wiring on their console.

                             PENGUIN
               Get out there and repo!  It's my
               toy!

     Penguin's Circus Foot Soldiers come charging out of the
     RV.

     INT. THE SEEDY GARAGE--NIGHT

     Talking as fast as he works, with barely human speed and
     dexterity, juggling a variety of tools, the Kid dances
     out a dazzling pit stop surgery that causes the glowing
     Beacon Rod to drop into his suddenly stopping hands.

                             THE KID
               Oh man, this car is a religion!
               And it's not even an import.  You
               know, I'm getting into the whole
               crime-fighting arena myself.  So
               far, it's just been a couple
               shoplifters and a drunk driver.
               You know, only so much I can do on
               a bike.  And I'm a little shaky on
               this whole Bat-Cat-Penguin thing,
               don't you know.  I mean, what, I
               gotta be Goat Boy?  I gotta put on
               a cowbell and shout Moo before I
               bust some guy's--Whoa, Batman, you
               can't be serious with these lame-
               ass shocks.  Fine automobile like
               this...You must got stock in the
               company.  Here let me set you up--
                      (to beacon)
               ...Hello, talk about a specialty
               part...

     The Kid tosses the beacon to an impressed Batman who
     snaps it off in his catching hand.

                             BATMAN
               Thanks.

     INT. THE RECREATIONAL VEHICLE--NIGHT

     Penguin's contraption completely goes dead.  Penguin
     flops down.

                             PENGUIN
               It was the perfect evening.
               Disgraced my enemy.  Had a Date.
               Watched her die.  Now this!
               Unfair!

     INT. THE GARAGE--NIGHT 

     Batman lets the snapped beacon pieces clatter to the
     ground.

                             BATMAN
               Appreciate it.  Wallet's in my
               other pants.

                             THE KID
               On me...

     Batman looks off to the sound of commotion.  The Kid
     glances up through the open door of the Batmobile.  A
     peculiar, multi-dark-colored object resembling a morbid
     pinwheel top pokes up from the floor.  The Kid snatches
     it...

     as four of Penguin's garish Circus foot soldiers tear
     through the shattered garage door.  Batman steps forward,
     but before he can do anything else, the Kid kicks up his
     toolbox and ferociously swings it across two of the
     thugs' faces, splaying them to the floor.  Another one
     lunges out...

                             THE KID
               Yo Batman, if that is your name,
               you on your break or what?

                             BATMAN
               Don't talk.  Down and left.

     The Kid spins down and launches into a deft martial
     artistic kick-and-sweep that levels the attacker.  AN
     UNSPORTING CARNIVAL CREEP points out a gun toward the
     Kid's back.  Batman cooly pelts down the Garage's jack
     lever.

     The Batmobile slams down on the Unsporting Creep's foot.
     Batman savagely frisbees a hubcap into his yelping face,
     knocking him cold.

     A couple of the previously bashed Thugs pull out more
     impressive artillery and begin firing.  Batman rips the
     frozen Kid into the Batmobile with him.

     INT. THE BATMOBILE--NIGHT

     The Kid sits in the driver's seat in a state of shock.
     Batman turns as bullets batter the window.

                             BATMAN
               "Reverse" might be a good way to
               start.

     The Kid does a cartoon wobble of his head then reaches
     out.

     INT. THE GARAGE--NIGHT

     In one awesomely fluid move, the Batmobile squeals back-
     ward past the thugs, through whatever remains of the
     garage door, and into the street where it rams into a
     passing police car.

     EXT./INT. THE BATMOBILE--NIGHT

     The Kid smiles.

                             THE KID
               Not bad pickup.  Zero to 60 in no
               seconds.  Could get used to this.

     The Batmobile screams away.  It turns a corner to zig
     and zag among people and public landmarks.

     The Kid works the steering wheel like any arcade prodigy.

                             THE KID
               I think I'm going to get a free
               game.

                             BATMAN
               Funny.  A right.

     EXT. THE STREET--NIGHT

     THE MALEVOLENT FIRE ENGINE wails into the chase, with
     the Fire-clowns and some Steely Dames scattered across
     its top.  Two Police Cars swerve in beside it.  All parties 
     blow out their weaponery at the Batmobile.

     INT. THE BATMOBILE--NIGHT

     The Kid is getting queasy from the bullet barrage.
     Batman begins methodically rummaging through his
     console's twisted wires.

                             THE KID
               Is there a reason why the police
               and the Fire depart--I don't wanna
               know.  All the times I ever dreamed
               of driving the Batmobile, I never
               got killed!  I want you to know
               that!  Strictly mow down the bad
               guys and maybe pick up some mature
               ladies for a night cap...

                             BATMAN
                      (not looking up)
               Left.

     INT. THE POLICE CAR--NIGHT

     Revealed in the passenger seat, Commissioner Gordon stops
     shooting to make loony eye contact with his criminal Uzi-
     toting elf-Clown-Firemen-Steely Dame counterparts.

     EXT./INT. THE BATMOBILE--NIGHT

     Batman works through the wires at a more quickened pace.

                             BATMAN
               Right.

                             THE KID
               Right?  Now whoa, the right is a
               dead...

                             BATMAN
                      (slightly raising voice)
               Right.

     The Batmobile swooshes onto a road that has two, omni-
     potent brick buildings towering at the end of it with
     only a small not-quite-a-car-let-alone-a-Batmobile-size
     gap between them.

     EXT. THE STREET--NIGHT

     THE POLICE and the Fire Engine screech in behind them.

                             STEELY DAME
               Mr.  Cobblepot, he's in the bag!

     INT. THE BATMOBILE--NIGHT

     The Kid is barely holding in Don Knotts-size yelps.

                             THE KID
               I knew it!  We'll never fit!  This
               is my town!  I say it's a dead end
               then that end will be dead!

                             BATMAN
               Don't worry.  Faster.

                             THE KID
               Faster?  Wake up and smell our
               corpses, you Count Dracula loving...
               Man, stop trying to fix the tape
               deck!

     The Batmobile streaks closer to the building.  The Cops
     and the Thugs continue to fire.

     Batman sparks two wires together.  The windshield wipers
     come on.

                             BATMAN
                      (gently puzzled)
               What's funny?  I ain't laughing!
               Dirty jokes about other people's
               mother are funny!  Monkeys in
               rollerskates smoking cigars are
               funny!  This isn't...

     The buildings loom before the windshield.

                             BATMAN
                      (with a strange laugh)
               Now I'm a little worried...Oh.

     Batman connects two wires.

     EXT. BATMOBILE--NIGHT

     The sides of the Batmobile break off and clang to the
     ground and the wheels of the car remarkably contort in
     a single file roller blade position, leaving only a
     sleek missile of a car that smoothly darts between the
     gap of the two buildings.

     EXT. THE STREET--NIGHT

     Gordon's cars and the Fire Engine try a last minute
     unswerve, but end up swirling together into the building
     fronts in a staggering pile up.

     EXT. OTHER SIDE OF THE BUILDINGS' GAP--NIGHT

     The Bat-missile-mobile slashes out of the gap.

     The Kid whoops in laughter out the doorless vehicle.
     Batman smiles.  The car does a suave, angled speed skate
     around a corner.

     INT. THE RECREATIONAL VEHICLE--NIGHT

     Penguin is snarling into his radio.  The Nerdish Circus
     Spook Scientist stares out the window.

                             PENGUIN
               It did what?  Find him!

                             NERDISH SPOOK
               Sir, I have some good news and some
               bad news.  Good news.  I found him.

                             PENGUIN
               What's the bad...
                      (looking out window)
               Ugh-ooh.  Gotcha.

     The new batmobile is seen bolting right at them.

     INT. THE NEW BATMOBILE--NIGHT

     Batman turns to the Kid.

                             BATMAN
               I want to wear him.

     EXT. THE STREET--NIGHT

     The Batmobile drills up through the RV and out the other
     side, through the Vote for Cobblepot sign.  It then
     proceeds to mosey down the calm and deserted street.

     EXT. STREET CORNER--NIGHT

     The Batmobile squeaks to a teetering stop.  The Kid
     wobbles out with a dazed grin.  Batman moves into his
     place.

                             BATMAN
               Not bad.

                             THE KID
               Uh, yeah, hey, my card.  Maybe we
               can get together again if...

     The Kid tugs out a rumpled card from his uniform.
     Batman takes it with a nod, then screeches off.

     In a glow, the Kid watches the vehicle make a debonair
     swerve around a corner.

     A couple of Street Punks scuffle up behind the Kid.

                             STREET PUNK
               Hey man, where were you?  Did you
               see what happened in the Plaza...

                             THE KID
                      (beside himself,
                       frustrated)
               Did you just see...I was with...I
               was in...I was driving..I..Did you...
                      ("They'll never
                       believe it")
               Oh, forget it.

     The Kid wearily beams off.  He wipes off his arms, then
     brushes his chest.  He smooths off some grease that
     reveals an enigmatic R on his uniform.

     EXT. GOTHAM PLAZA--THE NEXT DAY

     The viewer's viewpoint pulls out on what was once the
     Batman Merchandising Store.  It is in the process of
     being refurbished with Penguin goodies--clocks, lunch
     boxes, T-shirts, and umbrellas.  Moving upward, one
     sees, wearing scattered bandages, Penguin, standing tall
     upon the stage, bathed in cheers, a Red, White, and Blue
     Umbrella in his hand.

                             PENGUIN
               When it came to making this city
               safe, the Mayor had not a plan,
               only a man.  A Bat-man.  A spooky
               and abnormal ticking time bomb of
               a man, who finally exploded last
               night.  Unlike the Mayor, I tried
               to defuse him.  I cut him off with
               my RV.

     INT. A WAYNE MANOR STUDY--DAY

     A Wall Unit T.V.  in a mezzanine-type level study, over-
     looking the Manor Living room continues to show the
     gleaming Penguin.

                             CROWD (T.V.)
               Recall!  Recall!  Recall!

     A bat-a-rang whooshes through the air, bangs the on off
     button, turning the image of weeping Penguin off and
     then boomerangs back to Bruce, who is standing with
     sunglasses on.  Alfred is stitching his arm.

                             BRUCE
               Restores my faith in inhumanity.

                             ALFRED
               Commissioner Gordon called to warn
               us that Batman will probably try
               to attack the elite of the city.

                             BRUCE
               What did you tell him?

                             ALFRED
               I told him that since you, in fact,
               are Batman, that this does not
               pose a problem.

                             BRUCE
               Alfred, you're on a roll.

                             ALFRED
               What is considerably less amusing
               is that you let this car-hop-street-
               urchin actually drive...

                             BRUCE
               Alfred, I don't want to talk bout
               it...

                             ALFRED
               You let him see...

                             BRUCE
               Alfred.  Who let Vicki Vale into
               the batcave?  I'm down there
               working, I turn around, "Oh hi,
               Vicki, have a seat..."

                             ALFRED
                      (seriously)
               I was just so...worried and
               frightened...the bats...On the T.V.,
               Bix Carbondale getting bonked in
               the back of the...

                             BRUCE
               You should have warned me not to go.

     Bruce and Alfred share a warm chuckle, then get serious.
     Bruce pulls out the check.  As he speaks, Bruce saunters
     to an aquarium tank full of violently exotic fish.  He
     rolls up his sleeve, then shoots his arm in the water to
     twist an underwater castle shaped like Wayne Manor.  The
     fish swarm his arm.

                             ALFRED
               Well, is there at least a way to
               send the information about the
               Cobblepot Campaign Fund to
               Commissioner Gordon?

                             BRUCE
               Max can't be treated like a purse
               snatcher.  He's protected by the
               Mayor.  So that's why I anonymously
               sent a copy of the check and the
               information directly to our
               backstabbed Mayor himself.  I have
               no illusions about our Mayor's
               actual power, but there can't help
               being some fireworks.  Let's see
               how much Max gets burned.

     Bruce pulls his arm from the underwater castle.  He
     continues calmly speaking as a bookcase dramatically
     opens revealing a little key undramatically hung on a
     hook.  Bruce unceremoniously picks it off and heads
     toward a wide, closed Sarcophagus in the corner of the
     room that has been painted with the design of an Ancient
     and Mysterious woman.  Bruce eyes it.

                             BRUCE
               Oh Alfred, did Selina get home
               okay?

     INT. SELINA'S APARTMENT--DAY

     The viewer is suddenly taken wildly through Selina's
     apartment, into her kitchenette.  Curled in a quivering
     ball on the floor, still in her Catwoman outfit, Selina
     shivers as a deranged spray of water from her broken-
     again faucet spews all over her.  Her cat screams atop
     Selina's inert, drenched body.

     In Selina's hand is a soggy invitation to Max Shreck's
     annual Christmas Eve MAXquerade Ball.

     INT. WAYNE MANOR STUDY--DAY

     The viewer is whipped back into the Wayne Study.

                             ALFRED
               I am sure she got home just fine.
               She seems like a very nice woman.

                             BRUCE
               She is.

     With the key, Bruce opens the Coffin, revealing it is
     an Iron Maiden, lined with sharp spikes.  Bruce steps
     inside it.

                             ALFRED
               I believe I'll take the stairs.

     Bruce nods as the Iron Maiden begins to close.  The
     spikes suddenly lower themselves.  The bottom drops out.

     INT. THE BATCAVE--DAY

     Bruce slides out of an inclined chute into an unbroken
     stroll to a batcave console.  He does some unseen console
     punching and calls out to Alfred, who is chugging down a
     staircase.

                             BRUCE
               Max receive our gift?

                             ALFRED
               Oh yes, and I told him how nice it
               would look in his conference room.

     Bruce presses a button that resembles the Scarabe gift.

     INT. MAX SHRECK'S CONFERENCE ROOM--DAY

     The viewer's viewpoint pulls out from the elegant Scarabe
     gift resting on a shelf in Shreck's conference room.  The
     Mayor and his staff vibrate past this literal Bug, into
     the room with an unleashed, but unavoidably a little
     tentative anger like children discovering an emotion for
     the first time.

     The unflinchingly zen Max Shreck is in his chair in the
     middle of the conference room.  It is slowly, creepily
     revolving in a circle.  He is again disturbingly toying
     with his Music Box.

                             MAYOR
               Max Shreck, you're a fiend.  A
               grubby fiend and I'm not afraid
               to say it.  In fact, I just did
               say it.  My office was given...
               information; about you, Penguin,
               and all this....!

                             MAX SHRECK
               It's about time someone realized
               those big checks were coming from
               somewhere interesting....

                             MAYOR
               You wanted me to find out about
               this?

     Max lifts his battered and acupunctured Music Box.

                             MAX SHRECK
               How else could you learn your
               lesson?  Last month, I bought this
               music box, but it would not play
               music.  Now I could have taken it
               back to the store, taken it to a
               repairman--I could have put the
               company out of business.
               Unsatisfying.  This box needed to
               be punished, tortured.  I mangled
               it with tools and wires and lined
               its gears with acid.  At times, I
               can hear it scream.

     INT. THE BATCAVE--DAY

     Huddled around the console, Bruce and Alfred listen in
     horror.

                             MAX (O.S.; Speaker)
               The only way to fight the pain of
               society is to become it.

     INT. MAX SHRECK CONFERENCE ROOM--DAY

     Max halts his spinning chair, directly facing the Mayor.

                             MAX
               Like nature itself, I don't allow
               anyone to get away with anything,
               not even this barely animate
               object.  I don't just run Gotham
               city, I'm its twisted soul.  I
               build soaring skyscrapers--and
               scummy slums.  I sponsored Planet
               Appreciation Day--while operating
               polluting factories in about
               every continent.

     The visitors are slumped in defeat.  They reach out to a
     small bin, pull out pieces of licorice, and begin glumly
     munching.

                             MAYOR
               This is all about me not letting
               you build that stupid chemical
               plant.  All this pain...

                             MAX SHRECK
               It is about a principle.  You
               betrayed me, admittedly slightly,
               but still, a lesson had to be
               learned.  By plucking a disgusting
               monster from the sewers and giving
               him your crown, I hopefully taught
               one.

                             MAYOR
               But if we give you the damn...
               factory, can you, I mean, will you,
               stop Penguin and the Crimewave?

                             MAX SHRECK
                      (ascending)
               Oh, of course.  Mayor Cobblepot
               was a joke I never intended in
               telling the punchline to.  It'll
               just take a couple phone
               calls.....But you know, you really
               haven't apologized.

                             MAYOR
                      ("you son-of-a-bitch--!")
               Apolo--!
                      ("What's the use")
               I'm......sorry.

                             MAX SHRECK
               Oh heck, that's okay...don't give
               it another thought.  Tonight's my
               annual Christmas Eve Max-querade
               Party at the Club.  You should be
               there.  Really.

                             MAYOR
               With bells on....

     INT. THE BATCAVE--DAY

     The unhappy pair hear the sound of a door closing and
     rich Max Shreck laughter.  Bruce clicks off the speaker
     and sullenly breaks away from the console.

                             BRUCE
               I guess we showed him.

                             ALFRED
               What makes Max Shreck think he can
               so effortlessly get away with
               these acts?

                             BRUCE
               History....I only wonder how
               Penguin is going to take the news
               he's being cut off?

                             ALFRED
               Dear Bruce, Penguin couldn't have
               possibly thought he was going to
               be Mayor.  I mean, really!  You're
               not laughing.

                             BRUCE
               I'm not laughing.

     INT. PENGUIN'S CAMPAIGN HEADQUARTERS--DAY

     Penguin gleefully prances through the doors of his
     campaign headquarters.  Some Circus Creeps in incon-
     gruously patriotic clothing, dutifully chuckle in behind
     him.

                             PENGUIN
               So once I become Mayor, I'm gonna
               clothe the hungry, feed the naked.
               Two chickens in every...

     The mirth of Penguin and his crew is assassinated the
     moment they look forward.  The entire headquarters has
     been stripped bare.  All that is left is the Walk/Don't
     Walk scoreboard which clicks to 14,868/17,000, empty bird
     cages, and a stark phone on top of a stool that begins
     ringing.  Penguin stumbles to the phone like a gutshot
     Dog.

                             PENGUIN
               Hell-o.

     INT. MAX'S CONFERENCE ROOM--DAY

     As Max glibs out on speaker phone, he pours a beaker of
     acid onto the churning gears of the Music Box turn along
     with the victim-ballerina.  A barely audible but painful
     whine can be heard.  Punch and Juliet are revealed to be
     seated at the conference table, biting their lips in red
     faced laughter.

                             MAX
               Oswald, how's it hanging?  I don't
               know how to begin to thank you.
               Your enthusiasm has only been
               exceeded by your evil genius.  But
               alas, it's time to call it a day.

     INT. CAMPAIGN HEADQUARTERS--DAY

     Penguin is beside himself, attacked by a menu of
     emotions.  He orders "Helpless."

                             PENGUIN
               What day?  I don't get it.  I was
               winning.  Haven't you seen the
               crowds?  Haven't you read the
               editorials?  Haven't...
                      (pathetic, laughing)
               Why Max, you ole skindog, this is
               one of those practical Bloopers,
               ain't it?  Where's the cameras?

     Penguin pathetically looks around.

     INT. THE SHRECK CONFERENCE ROOM--DAY

     Max condescendingly smiles.  Punch and Juliet whimper.

                             MAX
               People came to see you, because
               you were a good show.  Limited
               Engagement.  Did you really think
               you'd become Mayor?  A Freak?
               Causing a recall election?  Gosh,
               I feel bad now.  I misled
               you...You know, Oswald have you
               ever considered doing one of those
               delightful Professional Wrestling
               shows?

     INT. CAMPAIGN HEADQUARTERS--DAY

     Penguin now chooses Anger.

                             PENGUIN
               Pro Wrestling!  Everybody knows
               that's not real!  I'm real!  A
               leader with vision and charisma!
               I was going to start a Program to
               teach Illiteracy and get rid of
               that Ozone layer that's been
               bothering everybody.  You can't
               weasel out on me!  I nailed that
               Catbimbo for you!

     INT. THE SHRECK CONFERENCE ROOM--DAY

     Max doesn't lose his cool.

                             MAX
               By the way, if you come within
               200 feet of me or my new security
               force, you'll be put in an
               institution for the rest of your
               life.  Toodles.

     INT. CAMPAIGN HEADQUARTERS--DAY

     Penguin's dazed hand lets the phone drop.  As he did
     before the spooky but HAPPY CLOWN rushes up to console
     his boss.

                             HAPPY CLOWN
               Gee Oswald, what's the matter?

     Penguin swings around and thwacks the Happy Clown with
     his umbrella just as he did before.  Penguin's face
     contorts into a metamorphosis of pain and serene self-
     analysis.

                             PENGUIN
               My name's not Oswald Cobblepot.
               It's Penguin!  And we're going
               home.

     EXT. THE OLD ZOO--DAY

     With an operatic whoosh, Penguin clangs open the gates
     of the old zoo.  His low rent circus henchmen scramble
     to keep up as the invigorated Penguin marches past the
     desolate zoo trappings--barren cages, cracked sculptures,
     the Gargantuan, but seedy Electrical Phalanx and the
     Zoocoaster.

     As he roams and rages, Penguin robustly tosses off his
     top hat, rips open his tuxedo and yanks off his white
     gloves, wiggling his webbed hands.

                             PENGUIN
               Home.  What I missed most was the
               beauty.  Simply ravaging.
                      (pang of self-contempt)
               How could I be so stupid to think
               I could get respect.  How could I
               be so stupid to want it in the
               first place!  Let's just call it
               Temporary sanity.  The only
               souvenir I'll keep is the monocle.
                      (burst of renewal)
               I feel so alive!  I am not a human
               being!  I am an animal!

     Penguin and his crew bustle upon passing rollercoaster
     cars.  Penguin takes a Washington-crossing-the-Delaware-
     stance upon one of them as it chugs forward.

     INT. THE LAIR--DAY

     Penguin heartily hatches from the rollercoaster cart.
     The Ice Conference table has melted into a majestic
     stalagmite blob.  Penguin lets off a booming squawk of
     happiness.  Responding to the call, his penguins flap
     and slide out of the water.

                             PENGUIN
               Oh my babies...do you forgive me?
               For leaving and then coming back
               with my tail between my...somebody
               turn down the thermostat, I'm
               boiling!  It must be two degrees
               in here!  What do...

     Penguin spins to see the Four Gray-Bellied Emperor
     Penguins (from the opening) emerge from a dark patch
     in the back of the lair.  All penguins and people go
     silent to behold their royal appearance.  Except for a
     middle-of-a-conversation Dwarf Two.

                             DWARF TWO
               So I slam down that Bat spotlight
               thing, and man, if you could have
               seen the look on his face...

     Not taking his eyes off the Emperors, Penguin waps the
     Dwarf with one of his flippers.

                             PENGUIN
               Shut up, Shorty.....The Elders.
               Oh mighty, wondrous, luminous
               mentors!  What does your
               appearance at this tumultuous
               period, mean?

     The Four Elder Penguins suddenly, simultaneously bray,
     then stop.  Penguin's face melts into Mount Rushmore
     seriousness then explodes into savage glee.  He slides
     across what remains of the Ice conference table.

                             PENGUIN
               It is all so clear.  You want me
               to go back one last time.  If I
               can't be king, I'll destroy the
               kingdom!  If I can't have Gotham's
               respect, I'll get the next best
               thing, its fear!  Make that the
               first best thing!

     As Penguin bellows, his cohorts match his rabid excite-
     ment.  They tear away the scaffolding from the "mission
     control" panel.  They blow the dust off its surveillance
     screens.  They latch open patches of Ice that reveal
     state-of-the-Surrealist-art missiles and weaponry.
     Penguin rustles out some of his sketches that show
     penguins in various states of Warrior-wear.

                             PENGUIN
               Max Shreck.  The Mayor.  Those
               brats with the stupid names--Punch
               and Juliet.  And if he's not too
               tired from last night, Batman.
               It's a time of sharing, and I have
               so much to give.  I have learned
               the true meaning of Christmas:
               Life is pure, unadulterated pain,
               so you gotta take a couple days
               off at the end of the year to have
               some fun.  Conga!

     Penguin makes a terrifying squawk and the penguins
     simultaneously hustle into a single file line, which
     Penguin leaps to the front of.  With rhythmic squawking
     from all, Penguin and the penguins Conga.

     INT. THE BATCAVE--DAY

     Bruce sulks around the battered, anorexic Batmobile,
     casually knocking out dents.  Alfred marches up, worried.

                             BRUCE
               All these years of bataranging
               two-bit hoods off their tricycles
               and the real power, the real evil,
               calmly goes to work in Gotham
               Plaza and collects "Man of the
               Year" plaques.

                             ALFRED
               Bruce, this attitude of yours...It
               makes me...Is it only the memory
               of your parents that inspires you.
               It seems like it.  You have as
               much contempt for the people of
               this city as Max and Penguin
               combined.

                             BRUCE
               You don't understand, Alfred.  I
               do care for the weak, pathetic,
               and gullible people of Gotham City.
               Because I'm one of them.

     Alfred nods proudly then looks to a letter in his hand.

                             ALFRED
               The invitations to Mr.  Shreck's
               loathsome masquerade party came in
               the mail today.  I take it I
               should R.S.V.P.  most vehemently in
               the negative.

                             BRUCE
               Alfred, don't be unmelodramatic.
               Break out the lampshades, we're
               going.

                             ALFRED
               May I ask, "What as?"

     Bruce ambles to the ajar case that houses his bat
     suit.

                             BRUCE
               You'll never guess.

     Bruce firmly closes the glass case door and walks off.

     INT. A GLITZY DECADENCETHEQUE--NIGHT

     Max Shreck's masquerade party is going full blast at a
     malevolently glitzy Post-Everything Club.  A PERVERSE
     BAND is cranking out a sultry headbanger.  The PARTY
     GUESTS dance and gab completely IN COSTUME--costumes
     that are exotic, erotic, enthralling, evil, and pretty
     stupid.

     A GAGGLE OF STRANGELY FAMILIAR PENGUINS WEARING BIZARRE
     HEADGEAR AND DARLING CAPES are sprinkled amid the
     subversively Christmased decor.  Live or fake?

     Max Shreck schmoozes through the crowd in a terrifying
     black leather jacket-and-everything-else-ensemble with
     a vivid red leather eye mask.  TOUGH GLADIATORS WEARING
     SECRET SERVICE SHADES AND EARPHONES loom around him.

                             MAX
               And then we found out he was
               homeless!

     The Partygoers around Max break into giggles.  An
     ARMORED KNIGHT next to them lifts his visor to bulge
     his eyes at this annoying behavior.  It is Alfred.

     The Mayor simmers, raising his glass with a bullshit
     smile, at the toasting in the distance Max.

     The Mayor is dressed in a Roman Toga that sprouts a
     Caesar-style myriad of plastic daggers and fake blood
     holes.  His staff are dressed as COURT JESTERS, covered
     with tingling bells.  Commissioner Gordon sidles up to
     the Mayor, dressed as a Viking.

                             GORDON
               Mayor, I can't say I feel right
               standing around sipping eggnog and
               hitting on all the Catwomen, when
               the Christmas Crimewave is still..

                             MAYOR
                      (toward Max)
               Jim...it's taken care of.  The
               only criminal we have to worry
               about is free-lance--Batman.

     Various people are in Batman and Catwoman outfits,
     including an undulating on the dance floor, Punch and
     Juliet.  Punch is Catwoman.  Juliet is Batman.  Both
     wear their trademark blazers.

                             PUNCH
               Juliet, I loved what you did with
               the penguin motif...

                             JULIET
               Wait a minute, Punch, I thought
               the penguins were your idea...

     Suddenly, the entrance to the club opens and Bruce Wayne
     struts through the fray, dressed dramatically as......
     BRUCE WAYNE.  The only one without a costume, Bruce
     catches some glares from the hedonists.  The viewer's
     viewpoint stays on a suited-up penguin, who takes a
     couple of baby steps and then stops.

     A batch of the other penguins begin to scurry around
     the club in a military drill, then all stop at once.

     Bruce angrily moves toward Max.  Max looks up to make,
     at first pleasant, then noticing Bruce's expression,
     tense and confused eye contact.

     Bruce's attention is diverted, upward.  Starkly coming
     down a deco-steel staircase in the middle of the club,
     from a catwalk dance area is Selina Kyle dramatically
     dressed as...SELINA KYLE.  They give each other world-
     weary smiles.

     INT. THE CLUB--NIGHT

     ARMORED ALFRED curiously moves forward to watch this
     imminent meeting.  A couple of penguins imitate his
     movements.  As in the opening scene, Alfred feels it
     and turns around.  They stop.

     INT. THE CLUB--DANCE FLOOR--NIGHT

     The enigmatic band goes into a chilling ballad as Selina
     comes off the stairs and flows into Bruce's arms.  They
     nakedly dance amid the swathed-in-artifice Revelers.

                             BRUCE
               I guess we were right about the
               Relighting of the Tree.  Rowdy.

                             SELINA
               Thank God, we weren't there.

                             BRUCE
               Yeah, schwoof.  Nice costume.

                             SELINA
               Thanks.  I guess I'm tired of
               wearing masks in front of people.

     Selina goes in and out of a slow sultry pirouette.

                             BRUCE
               I know the feeling.  I've done a
               lot of good things for the
               community.  Ignored a lot of bad
               things, like my friend and your
               boss.  I'm taking Max down.  As
               Bruce Wayne.

                             SELINA
               Selina Kyle has always suffered
               and complained about her problems.
               I want to be the one to cause
               problems, so I'm taking Max down,
               too.

     Selina displays from her pocket, a derringer.  Bruce
     pushes it back into her pocket in shock.

     INT. THE CLUB--NIGHT

     ALFRED AND COMMISSIONER GORDON beam at Bruce and
     Selina as if they were Mickey Rooney and Judy Garland.
     The penguins move in closer.

                             GORDON
               Make a darling couple.

                             ALFRED
               Yes.  She's a real sweetie.

     INT. THE SEWER BELOW THE CLUB--EVENING

     The spooky ballad of the ball wafts into a sewer below
     the club.  The lights of the club beat through the bars
     of a ventilator shaft.  Into this haunting mixture of
     music, light, and slime come the wheels of Penguin's
     closed Scissor-Lift apparatus.

     INT. THE CLUB DANCE FLOOR--NIGHT

     Bruce and Selina continue to dance, emotions rising.

                             SELINA
               Don't give me any killing-Max-
               won't-solve-anything crap, because
               it will.  He's the soul of Gotham
               City.  He...

                             BRUCE
               Guess he gives that speech to
               everybody.  What are you doing,
               quit screeching the wacko
               platitudes and put your toy
               away.  Who do you think you are,
               Selina?

                             SELINA
                      (genuinely sad)
               I don't know, Bruce.  I don't...

     Bruce and Selina go in and out of a kiss, passing beneath
     A GIANT PAPIER MACHE LEAF OF MISTLETOE.

                             SELINA
               A kiss under the mistletoe?  Did
               you know mistletoe is poisonous,
               if you eat it?

                             BRUCE
               But a kiss is deadlier, if you
               mean it.

     Their eyes pop out in horror.  Out of stunned disbelief,
     they continue to sway.

     INT. THE SEWER--NIGHT

     The Dwarves crank up the Scissor lift.  The viewer's
     viewpoint looks to the bottom of the rising apparatus;
     its passengers still a mystery.

     INT. THE CLUB DANCE FLOOR--NIGHT

     To the rhythm of the band's dark lullaby, Bruce slowly,
     tenderly, carefully undoes the cuff of Selina's blouse
     and begins to pull it back on her arm.

     Selina, meanwhile, softly tugs Bruce's shirt into an
     untucked position.

     One of the passing penguins crashes against Alfred's
     armor.

                             ALFRED
               Ah ha, I knew it.

                             GORDON
               What the...

     Gordon furrows down to the moving penguin then looks out
     to see that the squadron of penguins have taken an
     ominously symmetrical position around the party.

     Bruce and Selina take suspenseful gulps, not daring to
     halt their last waltz.  Bruce pulls back the blouse cuff
     to reveal that nasty burn mark he gave her with his
     chemicals.  At the same bonesizzling moment, Selina pulls
     up Bruce's shirt to reveal the puncture holes she gave
     him with her talons.  They savagely push off from each
     other with uncivilized snarls.

                             SELINA
               "City takes a lot of you.  I was
               running around all night.."  Look
               at you, all along the ultimate
               defender of an insane society.

                             BRUCE
               You'll have to forgive me, Miss "I
               don't want to wear masks anymore."
               I sure know how to pick 'em; a
               self-ish destructing psycho-
               feline...Shall we?

     Bruce and Selina charge toward each other when suddenly,
     the penguins drop their capes, revealing varying self-
     perpetuating arsenals strapped to their backs.  Some have
     a Gatling machine gun apparatus, others have flamethrowers.
     A HUGE (but non-gray bellied) PENGUIN lifts one of his
     wings and fires a line of thin missiles into the middle
     of the dance floor...where they brutally explode, sending
     Bruce, Selina, and the other Dancers, convulsing to the
     ground.  Erupting out of the floor's burning hole is
     Penguin's Rubber Duck buggy souped-up as a Christmas
     sleigh with Penguin in a beardless Santa outfit and A
     PACK OF RED TRIANGLE CIRCUS COHORTS WEARING ANTLERS.

                             PENGUIN
               Mer-ry Chri-istmas!  A party?  For
               me?  You gu-uys!

     Missiles and bullets are thundered on the exits by the
     penguin terrorists.  The Security Gladiators are incapa-
     citated by flamethrower firepower.  The guests futilely
     shriek, vibrate, and faint in their inability to flee.

     Schmoozer-from-hell Penguin hops off the sleigh and soft-
     shoes by various trembling-in-fear Partygoers, on his way
     to the eggnog and caviar, which he graphically engulfs.
     He looks down to a fluttering on the ground SEXY WOMAN.

                             PENGUIN
                      (romantically)
               Come here often?  What do you say
               we blow this shallow ritual and
               just go somewhere and just...I
               don't know, I'm feeling kinda
               kooky...

     INT. OTHER PART OF THE CLUB--NIGHT

     Antlered Henchmen clutch upon Max, Punch, Juliet, the
     Mayor, and his jingling staff, dragging them toward the
     sleigh.

     Bruce aches up and savagely clotheslines a passing Antler
     Thug.

     INT. PENGUIN'S PART OF THE CLUB--NIGHT

     An anguished Max Shreck is carried past a giddy Penguin.

                             PENGUIN
               Max, my man, and I thought you
               were the designated driver.  But
               seriously, you're an ugly pig and
               I'm going to love slaughtering
               you.  New Mask?  Love it!

     INT. OTHER PART OF THE CLUB--NIGHT

     The strange headgear atop their heads wildly whirring,
     the Penguins continue to commando-wobble the club
     jubilantly destroying Christmas decoration with spewing
     artillery.  The wires of the giant hanging Mache Mistle-
     toe leaf are shot away, causing it to drop, beside a
     writhing on the floor Selina.

     Seeing this, Bruce spins to the offending penguin and
     sears out a karate kick that somersaults the penguin
     against a wall.  Seeing this, an attacking Antler Thug
     lunges after Bruce.  Commissioner Gordon slams him to
     the ground with his Viking shield.

     INT. PENGUIN'S PART OF THE CLUB--NIGHT

     Penguin grooves on the dance floor to the sounds of
     screams, then goes into a mock serious conversation mode,
     chatting down to a young floorbound woman, who is dressed
     as ALICE IN WONDERLAND.

                             PENGUIN
               Christmas is just getting so
               commericalized, don't you think?

                             ALICE
               Ugh....ah...don't...

                             PENGUIN
               Those are valid points, but you
               know, every year I still somehow
               get that warm feeling....Yuck!
               Not enough Nog.

     Penguin spits out a load of eggnog, then splashes the
     rest of the cup down into Alice's coughing face.

                             PENGUIN
               Yes Virginia, there is an
               Anti-christ.

     Penguin flips his cup over his head, smashing onto the
     armored chest of a crouching Alfred.  Penguin bounds up
     into his Duck sleigh as Max, Punch, Juliet, the Mayor,
     and his Staff are packed in along with various Antlered
     Thugs and penguins.

                             PENGUIN
               Oh but really, I have to go.  New
               Year's at my place!
                      (seriously)
               I'd never been to a Christmas
               party before.  It didn't have to
               be like this.  Then again maybe it
               did.

     The Sleigh swooshes back down into the hole.

     Bruce disengages the headgear from the booted and woozy
     penguin and storms up.  He bolts to the Mistletoe Leaf
     and slides it away.  Selina is gone.  Alfred clangs up
     beside him.

                             ALFRED
               There's only one place a man could
               keep so many penguins...

                             BRUCE
               The Old Zoo.  Batcave first...

                             ALFRED
               But the Batmobile can't possibly...

                             BRUCE
               Batcave.

     EXT. THE OLD ZOO--NIGHT

     Swathed back in his malevolent black coat, Penguin does
     a Schwartzkopf strut before a vast legion of penguins.
     The penguins stand in symmetrical attention, each with
     three awesome bombs strapped to its back and the familiar
     headgear on its head.

                             PENGUIN
               Penguins, we stand at the
               threshold of Something.  It's okay
               to be scared.  Many of you won't
               be coming back, many of you don't
               understand a word I'm saying...but
               before your transistor headgear
               takes you away, remember, winning
               isn't everything, but killing a
               lot of people and destroying a lot
               of property is way up there.  The
               liberation of Gotham City has
               begun!

     In drill fashion, the penguin Army splits into two
     divisions; each division swarming into separate Sewer
     pipes.

     INT. A SEWER--NIGHT

     All is quiet in a foggy, musty sewer.  A buzzing noise
     can be faintly heard, when suddenly Batman plows at the
     viewer, driving a sleek, dark vehicle that is part boat,
     part jet-ski.  The Bat Boat whooshes up and down the
     sides of the sewer.

     INT. THE LAIR--NIGHT

     Max, the Mayor, his staff, Punch, and Juliet have been
     stuffed into the Lair's dirty animal cage, stripped to
     their underwear.

     The Lair has been slicked up for full operation.  The
     windexed TV screens and the glistening control panel are
     showing shots of Gotham City and Gotham Square.  Penguin
     comes off his coaster.

                             PENGUIN
               I always say the opera isn't over
               until the fat lady comes off
               stage, cuts open your stomach, and
               shows you your intestines.  You
               saw how easily I took your
               guardian angel Batman and made him
               look like a filthy demon.  Wait
               till you see what I have planned
               for the rest of Gotham's pilgrims.

                             MAYOR
               You'll never get away with...

                             PENGUIN
                      (pressing button)
               Of course I will....please.  Let's
               start with a little stocking
               stuffer.  I find a good blackout
               gets everybody's juices flowing,
               don't you?

     EXT. THE SEEDY ELECTRICAL POWERHOUSE--NIGHT

     Dwarf One and Dwarf Two have big beepers on their suits
     go off.  They hasten through the gasping and sparking
     complex, before coming to a striking and charismatic RED
     BOX, the soul of the complex, the only thing of the
     powerhouse that looks like it is from this century.  They
     tug loose eight computerized fuses.

     EXT. GOTHAM PLAZA--NIGHT

     The lights of Gotham Square go dead except for some
     strategically creepy lighting.  The INNOCENTS ON THE
     STREET brake with fluttering hearts, getting very nervous.

     EXT. THE SEEDY POWERHOUSE--NIGHT

     Dwarf Two shouts into a walkie-talkie.

                             DWARF TWO
               Phase completed!

     Suddenly a Catwoman claw slams both Dwarves down.

     INT. THE LAIR--NIGHT

     Penguin cackles into a Mission Control microphone.  The
     screens show fearful Gothamites and Penguins marching
     through the sewers.

                             PENGUIN
               Great!  And sorry for calling you
               Shorty.
                      (to his prisoners)
               I know what you're saying "Ooh, a
               blackout.  Big whoop.  What's
               next, crank phone calls?"  Don't
               worry, I won't let you down.

     INT. A SEWER OF PENGUINS--NIGHT

     A division of penguin Commando Bombers motivate in unison
     through a sewer passage.  Their headgear clicks and
     whirs.

     EXT. GOTHAM CITY STREET 

     Another squadron of the penguin mercenaries gush out from
     an open sewer grate and continue to march in eerie form-
     ation through a deserted but placidly pretty city street.

     INT. THE SEWER OF BATMAN--NIGHT

     The Bat Boat slaloms the curved sewer sides, past the
     explosions and the penguins.  Batman flicks out the card
     the Kid gave him.

     INT. THE KID'S GARAGE--NIGHT

     The Kid hangs an ornament on his shabby worktable
     Christmas tree.  On the ornament is a picture of two
     people who must be his PARENTS.  Cold air wafts in from
     his shattered garage door.

                             THE KID
                      (grimly)
               Merry Christmas......Well, at
               least I got to meet Batman and...

     A rickety rotary phone rings.  The Kid picks up.

     INT. THE SEWER OF BATMAN--NIGHT

     Batman sternly articulates through a strange phone device
     attached to his motoring ahead Sewermobile.

                             BATMAN
               The object you stole from me.
               You're going to need it.

     INT. THE GARAGE--NIGHT

     The Kid goes into sheepish distress.

                             THE KID
               Batman, uh, what a pleasant...It's
               been too long...thing I stole?
               I'm a blank, uh, and I don't think
               I like the accusation, I mean...

     INT. THE SEWER OF BATMAN--NIGHT

     Batman tensely enunciates.

                             BATMAN
               The pinwheel-shaped descrambler.
               That you borrowed.  Get it out.
               Now.

     INT. THE GARAGE--NIGHT

     The Kid rustles out the object from a shoebox.

                             THE KID
               Oh, the pinwheel-shaped descrambler
               that I borrowed...Why didn't you
               say...

     INT. THE SEWER OF BATMAN--NIGHT

     Batman remains calm.

                             BATMAN
               Look out your window and tell me
               if you see penguin Bombers coming
               out of your sewer main.

     INT. THE GARAGE--NIGHT

     The Kid reaches out to a worktable curtain.

                             THE KID
               Penguin bomb--?  Is this a--?
               Should really lay off the Batnog.
               Man, hope you're not driv--Whoa...

     The Kid pulls back the curtain and bulges to see penguin
     commandos bubble out a sewer main like ants on a dead
     beetle.

     INT. THE SEWER OF BATMAN--NIGHT

     Batman calms the Kid down, almost amused.

                             BATMAN
               Okay, okay, calm down.  Here's
               what you're going to do....hold
               on...

     Five swimming penguins suddenly appear before Batman,
     firing their payloads.  Batman savagely curls his boat
     all the way up the oval pipe until he is momentarily
     completely upside down.  He swooshes back down past the
     penguins and the resulting explosions.

     Batman takes out the headgear he took off the penguin at
     the club.  It has been opened up to reveal its techno-
     logical origins.

                             BATMAN
               As I was saying...

     INT. THE LAIR--NIGHT

     Penguin dances about the control panel, watching his
     little namesakes taking the street.

                             BESPECTACLED CREEP
               First launch has been programmed
               to commence in thirty seconds.

     EXT. GOTHAM STREET LEADING TO PLAZA--NIGHT

     One of the penguin divisions stops.  Gotham Plaza looms
     ahead.

     EXT. ANOTHER STREET--NIGHT

     The other squadron stops.  Another view of the Plaza
     can be seen.

     EXT. GOTHAM STREET LEADING TO PLAZA--NIGHT

     One of the bombs on each of the halted penguins' backs
     smoothly fulminates and arcs up into the air.

     EXT. GOTHAM PLAZA--NIGHT

     Pinpoint explosions detonate over and into the Plaza like
     a Wrath-of-God case of the measles.

     Architecture erupts with idiosyncratic hits that damage,
     but do not destroy.  The beleaguered Citizens return
     to screaming, running, Godzillaesque madness.

     EXT. OUTSIDE THE GARAGE--NIGHT

     Bathed in Gotham flames, The Kid wrangles upon a bike,
     punching in coordinate numbers into the black, pinwheel
     object.

                             THE KID
               I'll never steal anything again.
               I'll never steal anything...
               especially descramblers.

     He attaches the pinwheel object to his belt and presses
     a button in its middle.  The pinwheel starts to spin.

     EXT. GOTHAM STREET LEADING TO PLAZA--NIGHT

     THE REGIMENT OF PENGUINS.  The headgear ensconced upon
     the penguins begin to whine and rattle like changing
     Airport terminal boards.  The penguins simultaneously
     turn and trot away from the Plaza.

     INT. THE LAIR--NIGHT

     Penguin belches out fraternity-size squawks taking in the
     smoke, fury, and wails of the Gotham City carnage on the
     screen.  The Mayor glowers at Max Shreck, who shrugs his
     shoulder.

                             PENGUIN
               Oh Max, it don't get much better
               than this...

     Penguin convulses into laughter so fierce that he rolls
     to the ground.  He looks up to Max through the bars of
     the cage.  He stops laughing as the music from his
     birth in the opening wrestles control of the soundtrack.
     The sight of a horrified Max in an undershirt through the
     bars recalls the one of the horrified, undershirted
     Angelic Child looking to his caged mutant brother.

                             PENGUIN
                      (poignantly)
               "Honey, don't stare at your
               brother."
                      (unconvincing
                       laugh-it-off)
               Geez, Max, for a second there, I
               thought...

                             MAX
               I am.  Your brother, that is.

     EXT. GOTHAM STREET--NIGHT

     The pinwheel spinning on his belt, the Kid pumps his bike
     down a city street.  Suddenly the two giant divisions of
     penguins magnificently converge out of two side streets
     and march together behind the increasingly weirded-out
     Kid.

                             THE KID
               Oh man...Batman.
                      (nervous snort of
                       laughter)
               I hate him.

     INT. THE LAIR--NIGHT

     Uncharacteristically chilled and shivering, Penguin rises
     as Max contemptuously spills their heritage.

                             MAX
               I liked the idea of a brother.
               Playing catch.  Measles.  Double
               dates.  Did not quite work out,
               did it?  God, I remember the
               first time I looked at you in
               that playpen--those eyes, that
               nose...I always wondered why Mom
               and Dad waited a whole week before
               throwing you down the sewer.

                             MAYOR
               Thanks, Max.  Way to talk him out
               of destroying the city.

                             MAX
               All along, all this time, you've
               been just a poor little rich boy,
               an incredibly hideous poor little
               rich boy, who just wants to go
               back to his Mummy, his Daddy, and
               the legitimacy of his family name.
               Did not quite work out, did it?

                             PENGUIN
                      (softly)
               It's cold in here...

     INT. THE SEWER--NIGHT

     The BABY CARRIAGE THAT PENGUIN'S PARENTS DISPATCHED HIM
     IN lies weathered and rusted in a pool of ooze.  The
     rocketing Bat Boat uncompassionately whams the carriage
     to pieces, cutting off the soundtrack birth music.

     INT. THE LAIR--NIGHT

     Penguin roars out of his sadness, toward the Mission
     Control.

                             PENGUIN
               You don't get it!  I don't need
               you!  You won't let me come to you
               so I'm bringing the city down to
               me!  Penguins are set to fire their
               payloads in how many seconds...

                             BESPECTACLED CREEP
                      (frantically
                       punching)
               Well, uh, funny thing is....Those
               penguins, they're not responding
               so good.  They're kind of turned
               around...Seems somebody jammed our
               signals and...

                             LURID SNAKE WOMAN IN GLASSES
               You think that's bad, take a look
               at this...

     She punches up the controls so the image of Batman plowing
     through the sewers is spread out across the screens.  The
     prisoners burst into cheers.

                             PENGUIN
               ....Why?  Why?  What does he get
               out of doing this?

                             MAYOR
               I always knew Batman would come
               through for us.

     The Elder Penguins simultaneously turn their gray bellies
     and sagely retreat back into the darkness of the back of
     the Lair.

                             PENGUIN
               Elders...Elders, come back!  What
               does your departure at this
               tumultuous...I don't wanna know....

     Penguin dashes toward his rollercoaster track.

     EXT. A HILL--NIGHT

     The Kid heaves and sweats his bike up a hill, the
     penguins puttering behind him.  A popping and hissing
     noise is heard.  The Kid angrily pivots off his bike to
     check the flat.  The vast penguin army calmly stop with
     him.

                             THE KID
               Oh man...

     The Kid throws down the bike and breaks into a jog.
     The penguins chug behind him.  The Kid lopes to the top
     of the hill.  The Old Zoo looms in the distance.

     INT. THE LAIR--NIGHT

     Clown Gunmen load their weapons while buzzing toward the
     Lair's gaping pipe in the motorized Rubber Duck sleigh
     boat.  Also in the boat, the Sword Swallower pulls a
     rifle from his mouth.  They raise their weapons to the
     pipe as the Bat Boat fantastically erupts through the
     grate and violently slams down upon the Rubber Duck hit
     team.

     Penguin frantically runs in place by the rollercoaster.

                             PENGUIN
               Where are these damn carts when
               you need them...

     A cart, also shaped as a Duck, finally rolls by.  Penguin
     dives in.

     Batman curls the Bat Module toward the Mission Control
     island.  He fires off a flurry of machine gun fire that
     tears apart the screens and sends Penguin's henchpeople
     flying.  The Lurid Snake Charmer woman cries down to her
     two shot-to-death pythons.

     The Bat Boat dramatically charges up onto the island.
     Batman bounds out and gives a glance to the rumbling away
     Penguin.

                             PUNCH AND JULIET
               Batman!  Save us!

                             BATMAN
               Later.
                      (regarding Max)
               Much.

     Batman turns back toward his Boat.  A CREEP WITH A HUGE
     RING OF KEYS PIERCED INTO HIS NOSE charges him.  Lowering
     himself, Batman grabs from underneath the charging thug
     and fiercely shotputs his body into a resounding crash
     next to the cage.

     Batman vaults in his boat and spins it toward the tunnel
     of Snow and Ice......while Max reaches down to the ring
     of keys.

     Just as Batman reaches the tunnel, his Bat Module sprouts
     out FOUR STALWART SKI LEGS.  He thunders up the tunnel.

     Penguin's prisoners scramble out of the cage and pull
     themselves into their clothes.

     EXT. THE OLD ZOO AREA--NIGHT

     Penguin swerves his cart off the track and bulldozes
     through the snow, with the forces of fiery boosters, to
     the nearby, buzzing Electrical Set-up.  Penguin slams
     down a huge switch.

     The Gaudy Bulbs of the zoo and its rollercoaster come
     violently to light with most of the ancient fixtures
     harshly exploding.  Shoddy fallen wires drop upon the
     cages like angry snakes.

     Batman storms from the tunnel and immediately blitzes
     Penguin who, with a desperate but not uneuphoric laugh,
     thunders off in his cart.  Penguin maniacally weaves
     through the cages and rotted exhibits with a bit more
     expertise than the equally intense Batman.  Dilapidated
     Lit sculptures crackle and explode.

     EXT. THE OLD ZOO--OUTSIDE THE LAIR--NIGHT

     The Mayor and his bell jingling staff, along with Punch
     and Juliet, belly up from the tunnel and scatter off.
     Max emerges up from the cave in more stately fashion
     until a cat o' nine tails whip wraps and rips him off-
     screen.

     EXT. THE OLD ZOO GROUNDS--NIGHT

     Penguin snarls out a hairpin turn.  Batman slams through
     a strange piece of decrepit zoo architecture and does a
     dangerous snow churning spin into the railing of an
     ominous animal pit, almost flying into the abyss.

     Penguin makes another turn, caterwauling back to Batman
     with a victorious laugh.  Turning around, his monocle
     drops.  Standing at overpowering attention, in front of
     Penguin, is THE KID AND THE STERN FACE LEGION OF PENGUIN
     COMMANDOS.

                             PENGUIN
               My babies...

     Batman and his Ski-boat sallies forth behind Penguin and
     then stops to witness the confrontation with a half-smile.

     The Kid turns off the pinwheel object.  Suddenly, back
     on schedule, the penguins launch out the rest of their
     payload.

     What is left of rundown cages and the decayed Expo-
     tecture is mightily laid to glorious waste in a symphony
     of fireballs.  The Ratty Poodle transforms into a smoking
     crater.

     Bombs bursting holes of black in the snow beside him,
     Penguin wildly retreats.  Batman vrooms after him.

     Penguin's cart charges back upon the track of the
     smoking, but intact rollercoaster.  It rumbles upward.

     Batman squeals his Ski-boat to a stop and vaults off it.
     The Kid rushes up and flips him the pinwheel object.

                             THE KID
               Guess I won't be needing to borrow
               the descrambler anymore.  At least
               not for a while...We save the city
               or what?

                             BATMAN
               Getting there.  I owe you two.
               Got a name?

                             THE KID
               Yeah.....but I like to be
               called...Robin...

                             BATMAN
               Nice name...Oh Robin...

     When Batman turns back around, the Kid, ROBIN, is gone.
     Batman smiles at the utilization of one of his own traits.
     Losing the smile, Batman fires up a grapple to a high
     echelon of rollercoaster track.  He swooshes upward.

     EXT. THE ROLLERCOASTER--NIGHT

     Penguin's rollercoaster cart ramshackles upward, its
     passenger giving feverish looks down below to see if he
     is being chased.  He distraughtly stares to the beauti-
     ful image of Batman gliding up in air before him,
     glimmering in the moonlight.

     Batman unhooks out of his grapple levitation and drops
     down into Penguin's passing-beneath cart.

     Penguin tries to point his umbrella.  Batman bats it out
     of his hand as he rides the cart standing up.  He meth-
     odically pummels Penguin, resembling a boy punishing a
     terry bear.

                             BATMAN
               You're so small and cuddly and
                      (in syncopation with
                       punches)
               So.  Much.  Fun.  To.  Beat.

                             PENGUIN
               Oh come on, cut it out.  This is
               so mature....You're not still mad
               at me for ruining your rep and
               trashing your car, are you?

     Batman gears up for a last savage blow when the roller-
     coaster makes a sudden swerve that sends Batman and
     Penguin crunching out the back of the car and onto the
     track.

     Penguin reaches to his heel and pulls out a HAND
     UMBRELLA.  He wobbles upward with a sweaty, shaky, and
     pathetically fierce confidence.  Batman crouches into a
     kneel to face him.  Penguin shoves in his bent-up
     cigarette holder.

                             PENGUIN
               All I ever wanted was the love of
               my fellow man and their painful
               destruction.

                             BATMAN
               I understand.  I protect the
               people of Gotham City.  From
               themselves.  That means I must
               love.  And despise.  I must be
               the Light.  And the Dark.

                             PENGUIN
               Oh, stall for time, much....Life
               is scary.  You're a man who wants
               to be a bat, I'm a freaky bird who
               wants to be a man.  Did you know
               that I found out tonight that Max
               Shreck is my brother.  Can you
               believe that?

     Batman snorts, then laughs.  Slowly.  Deeply.  Penguin
     contorts in a wild cackle of camaraderie.

                             PENGUIN
               Hey, I wonder what Catwoman's deal
               was?

                             BATMAN
               Actually, she's my girlfriend...

     Batman and Penguin roar even louder.

                             PENGUIN
               You know, we could talk all night
               about why we do what we do, why we
               dress the way we do, who had the
               best childhood trauma, who got the
               worst genes, who's the real
               monster, and what's truly
               human...But hey, in the end it all
               comes down to who's holding the
               umbrella....Any last words?

                             BATMAN
               Yes.  Just two.  Laser Bunny.

     Batman pitches out one of the little orange sirening
     transistors that Penguin used to hypnotize the pigeons
     into the police cars.  The buzzing orange beacon
     attaches itself onto Penguin's coat.

     EXT. THE BATBOAT ON THE GROUNDS BELOW--NIGHT

     Suddenly, an INSANE TRIBE OF BATS billow out of break-
     a-way panels on the Batboat.  They thunder upward to
     the.....

     EXT. THE ROLLERCOASTER--NIGHT

     A freaking Penguin tears off his coat and hot potatoes
     it away.

                             PENGUIN
               I see you brought the whole family
               I'm sure once you get to know
               them...

     Resurrecting up, Batman calmly lobs another orange
     siren-transistor onto Penguin's back at a spot where
     Penguin hysterically flaps to reach but can't.

                             PENGUIN
               I need some famous last words.
               You gotta give me time for some
               famous last words...."Death...is
               like..."

     The black cloud of bats beseige Penguin, biting and
     screeching and battering him off the rollercoaster track.

     The isolated accessory of his bid for respect--his
     monocle--falls and cracks on the ground.

     Penguin's bat-bit body dive-bombs into the rambling Duck
     rollercoaster cart on a track below.

     The force of Penguin's crash landing sends the cart
     sparking on its side.

                             PENGUIN
               "Death is like...."

     INT. THE LAIR--NIGHT

     The cart skids into the Lair, screeching and tipping.  It
     and Penguin make an epic crash landing that completely
     demolishes the Mission Control panel, sending the Lair
     into darkness.  The darkness that the Lair greeted Penguin
     when he was a baby.

     EXT. THE ROLLERCOASTER--NIGHT

     From his gloriously elevated track-top position, Batman
     stares out to see Catwoman dragging Max into the grand,
     sparking electrical power center.

     INT. THE LAIR HIDEOUT--NIGHT

     With a zombie face, Penguin crawls from the rubble of
     rollercoaster into a patch of light.

     EXT. THE GROUNDS BEFORE THE ELECTRICAL PHALANX--NIGHT

     Revealed in her now tattered but still arousing gear,
     Catwoman pulls and drags a pussycatwhipped but still cool
     Max by his neck, through the wild, buzzing electrical
     complex.

                             MAX
               I don't know who you are, but
               there must be something you like.
               I can get it for you, Catwoman.
               Money, jewelry, a very big ball of
               string...

                             CATWOMAN
               Your blood, Max.  I'd like to have
               your blood.

                             MAX
               Pint?

                             CATWOMAN
               Gallons.

     Catwoman flicks forth the familiarly unique stun gun in
     her free hand and gives Max a wee shot that causes him
     to grimace.

                             BATMAN (O.S.)
               Stop.

     Catwoman and Max do, the latter dropping to his knees.

                             CATWOMAN
               Batman, here to save the day.

                             MAX
               Batman!  You are remarkable!
               Again, you're not just saving one
               life, you're saving the whole of....

                             BATMAN
               Shut up, Max.  You're not going to
               be killed.  But you are going to
               be punished.

                             MAX
               But you don't understand.  I'm the
               soul of...

                             BATMAN
               I've heard.  Gotham's getting a
               transplant.

                             CATWOMAN
               Don't be naive.  When people like
               Max say "Jump", we say "Out the
               window or off the rollercoaster?"
               The law does not apply...

     Batman takes a step forward.  Catwoman lightly zaps Max,
     then smashes the gun to the ground, cracking it in two.
     She launches into a fierce cartwheel that ends in
     Batman's abdomen.

                             CATWOMAN
                      (genuinely pleading)
               Please, please...don't make me
               hurt you.  You can't control me.

                             BATMAN
               Don't make me fight back.  I can't
               control myself.

     Catwoman slashes out with her talons, nicking Batman's
     face.  Batman pivots and punches her side.  They both
     sneer in pain and anger and love.

     Max frantically crawls to the dispatched Dwarf One's
     body and pulls a six shooter from the small man's belt.

     Batman and Catwoman stalk each other, almost spitting
     their words.

                             BATMAN
               You've been surrounded by monsters.
               Now you've become one.  Bad move.

                             CATWOMAN
               Oh, now you tell me...

     Catwoman charges forward again.  Batman sweeps his leg,
     tripping her to the ground.

                             BATMAN
               I've seen the middle ground--funny,
               beautiful, wonderfully rude...

                             MAX
                      (rising up)
               What is he talking abou--

                             BATMAN
               I love you, Selina.

     Catwoman springs up and points her talons into Batman's
     neck.

                             CATWOMAN
               I could live with you in your
               castle for ever after, just like
               the fairy tale.  I just couldn't
               live with myself.  I love you, too,
               Bruce.  But don't pretend this is
               a happy ending.

     Catwoman leans forward for a kiss, but instead gives
     Batman a head-butt that causes him to stumble backward.

                             MAX
               Selina, Selina Kyle!  You're fired!
               Bruce, Bruce Wayne!  You're my
               friend!  I'm going to kill you all!

                             CATWOMAN
               Don't flatter yourself.  You're
               not very good at it.

     Max fires into Batman's neck, sending him into a pained
     crouch, then swings the gun toward sauntering forward
     Catwoman.

                             CATWOMAN
               You killed me once.  Batman killed
               me once.  Penguin killed me once.
               I have six lives left.  And you
               only have five bullets.

     Max fires two shots.  One rips into her arm.  The other
     into her leg.  She takes off her mask, not stopping.

                             SELINA
               Four, five.  Still alive.

     Selina bends down and picks up the top half of the stun
     gun.  She continues to yawn forward as Max shoots her
     other arm, her other leg, and her stomach.

                             SELINA
               Six, seven, eight.  Who do we
               appreciate?  Still one life left.
               How about a last kiss, Santey Claus?

     Selina hobbles forward as Max rapidly clicks the empty
     gun.  She shoves the sparking stun gun-half into her mouth
     like an alien retainer and puts her arms around Max as he
     feebly attempts to duck down to the other dwarf's gun.

     She plunges her steel talons into the eight holes of the
     charismatic red fusebox and gives Max a stunning kiss!
     Their bodies buck together, turning into glowing, bolts
     of lightning.  Catlike screams of almost-happiness fill
     the air.

                             BATMAN
               No!

     Batman is hammered back to the ground by the bellowing
     sparkage.

     EXT. GOTHAM PLAZA--NIGHT 

     The lights of Gotham City and Gotham Square flash back
     on!  And off.  On and off.

     The Bat Beacon spookily slams on and off against the sky.

     The lights of the grand Christmas Tree flash on to an
     almost brilliant degree.  Seeing this, the faces of the
     beleagured Gotham Square beam out in a happiness of equal
     brilliance.

     EXT. THE ELECTRICAL COMPLEX--NIGHT

     Batman bounds up after the current conducting Selina, but
     a hand slaps down on his shoulder.  It is Alfred's.
     Batman stops.

     INT. THE DARK LAIR--NIGHT

     Penguin rolls on his back and stares up to the sound of
     Catwoman's haunting wails.

                             PENGUIN
               Catwoman...."Death is like...this."

     Penguin finishes his sentence and probably his life with
     a painfully realistic squawk.  As in birth, as in death,
     the Four Elder Emperor penguins surround their fallen
     disciple in the nostalgic darkness of the lair.  Like
     otherly kingdom Pallbearers, the gray bellied penguins
     lift Penguin up with their beaks and sadly trod him back
     into the darkness.

     EXT. GOTHAM PLAZA--NIGHT

     The bat beacon light, the city lights, and the Christmas
     tree lights continue to flash out in wondrous syncopation.
     The Carolers begin singing again.

     Now openly rejoicing at the symbolically glorious light
     show, Gothamites of all shapes and sizes move together
     and link hands.  Santa Claus holds the hand of the
     Adorable Little Girl as the Carolers boom out.  The All-
     American Family--Dad, Mom, and Son--clutching his Batman
     sled, lock together.

     EXT. STREET CORNER--NIGHT

     Punch and Juliet pant up to a street corner.

                             JULIET
               Oh Punch, we have the best job.
               No matter how mighty our clients
               rise and fall, we stay deliciously
               the same.

                             PUNCH
               You're right, you're always right.
               ...I hear the Riddler is hiring.

                             JULIET
               Baby, Fate is our friend.

     Juliet begins to soprano out the Carolers' song as she
     presses the street corner's Walk/Don't Walk button.

     INT. PENGUIN'S BARREN HEADQUARTERS--NIGHT

     The Scoreboard in Penguin's headquarters goes to
     17,000/17,000.

     EXT. THE STREET CORNER--NIGHT

     Punch and Juliet blow up.

     EXT./INT. THE WAYNE ROLLS-ROYCE--NIGHT

     zips past the explosion.  Batman and a driving Alfred
     are crammed together in the front seat.  Batman soulfully
     blinks at the passing ball of fire.

     EXT. CITY HALL--NIGHT

     The Rolls rumbles past the steps of City Hall where The
     Mayor, his staff, and Commissioner Gordon, out of their
     costumes, come out to reflect up to the flashing bat
     signal.

                             GORDON
               Think he'll ever forgive us?

                             MAYOR
                      (matured)
               Probably not.  But he'll always
               help us.

     EXT./INT. THE WAYNE ROLLS-ROYCE--NIGHT

     putters by the line of beaming citizens.  Batman gives
     off a snort and cynical smile to the rejoicing minions.

                             BATMAN
               I guess this means we won.

     Alfred slams on the brakes.  The car lurches to a halt
     just avoiding hitting Selina's cat, smugly sauntering
     across the road.

     EXT. THE ELEGANT PLAZA CLOCK--NIGHT

     starts tolling the chimes of midnight.

     EXT./INT. THE ROLLS--NIGHT

     starts up again.  Batman makes eye contact with Selina's
     cat.

                             ALFRED
               Sorry, sir and....Merry Christmas.

     Batman pulls off his mask, becoming a moving mixture of
     Man and Superman.  He looks up to the flashing on and off
     Bat signal.

                             BRUCE WAYNE
               Sure.

     EXT. THE BAT BEACON--NIGHT

     flashes slower and slower as the viewer's viewpoint of
     it moves closer and closer.  It suddenly stops flashing,
     leaving only the darkness of the night.

                                                FADE OUT.