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

                               AKIVA GOLDSMAN

                              PRODUCTION DRAFT
                               June 24, 1994

  1      EXT.  ARKHAM ASYLUM - NIGHT                                    1

         A castle of shadow. (OVER) RAIN, HOWLING evil wind.
         Sudden lightning CRACKS, illuminates the aged structure,
         the hanging metal sign.

  2      INT.  ASYLUM CORRIDORS - NIGHT                                 2

         DR. BURTON, the Chief Psychiatrist moves down the old
         hallway, face tense. He steps through a doorway into...

  3      INT.  MAXIMUM SECURITY - NIGHT                                 3

         Security cells. Criminal maniacs sealed behind protective

         A GUARD stands before a heavy door.

                   Hell of a night, huh Doc?

                   Hell's in here.

         Hydraulics HISS. The cell door unseals.

  4      INT.  SECURE ISOLATION CELL                                    4

         Small. Walls, ceiling, floor, padded.  A single window
         casts the room in pallid moonlight.

         A figure sits in shadow, bound by the wraps and ties of a
         straight jacket, gaze fixed out the window.

         Lightning flashes, brightening the room. THUNDER CRACKS.

                                 DR. BURTON
                   Mr. Dent...

         No answer. Burton steps closer.

                                 DR. BURTON

         Still nothing. Another step.

                                 DR. BURTON

         Burton reaches towards the figure.

                                 DR. BURTON
                   Harvey are you alright...

         Burton touches his shoulder. Lightning flashes as...

         THE BODY WHIPS around. An orderly, gagged, sits bound to
         the chair with bedsheets.

         The sheets around the chair have been rigged. Now they
         yank him up so he spins frantically from the ceiling fan.

         Lightning flashes again, illuminating a madman's scrawled
         writing on the wall.

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

  5      EXT.  GOTHAM CITY SKYLINE - SUNSET - FALL                      5

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

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

  7      CONTINUE In over Gotham Harbor towards the skyline as          7
         (OVER) A NEWSCASTER talks.

                   ...And in Gotham City, ex-District
                   Attorney Harvey Dent escaped from
                   Arkham Asylum for the Criminally

  8      CLOSER on a single building, its power generated by a          8
         small but mighty dam below. A glowing sign reads Wayne

                                 NEWSCASTER (OVER)
                   Dent, once Gotham's leading
                   contender for Mayor, was horribly
                   scarred during an indictment hearing
                   over a year ago.

         HOLD on a single window. MOVE IN

  9      INT.  BRUCE WAYNE'S OFFICE                                     9

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

 10      INSERT SCREEN                                                 10

         Dent questions a crime boss on the stand. A thug throws a
         vial of acid toward Harvey, searing half his face.

                                 NEWSCASTER (OVER)
                   Dent, whose left-brain was damaged
                   during the assault, launched a
                   grizzly crime spree before being
                   captured by The Batman. He is
                   extremely dangerous. Repeat....

 11      WIDER                                                         11

         Bruce Wayne ENTERS, his Armani suit the only thing fresh
         about him, followed by a sudden stream of EXECUTIVES,

                   The solar generator tests are back.

                   Uh... great, could you wait a

                   The Mayor's office called again -

                                 SOCIETY MATRON
                   Who are you asking to the circus -

                   Five minutes to your inspection -


         Everybody freezes.

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

         Folks nod.

                   Good. Nobody move, now.

         And with that, Bruce turns and walks out.

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


         Endless work-spaces stretching into infinity.

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

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

                   Your weekly inspections are a
                   departmental highlight.

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

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

         ANGLE DOWN on

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

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

 15      MONITOR-CLOSE. A crossword puzzle.

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

 16      REVERSE ANGLE                                                 16

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

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

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

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

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

 18      Approaching COMMOTION.                                        18

                   Oh my God. It's him.

 19      INT.  WAYNE ENTERPRISES - BREAK AREA                          19

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

         Stickley spots Edward. A cloud crosses his face.

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

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

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


                   Bruce Wayne. In the flesh.

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

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

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

                   I'm gonna need that hand back, Ed.

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

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

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

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

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

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

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

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

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

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

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

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

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

                   Paranoid? The psychotic?

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

         Edward turns, actually CLAPS Stickley on the back.

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


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

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

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

         Bruce seems about to speak when suddenly -

 22      THE BATSIGNAL                                                 22

         beams bright against the night clouds over Gotham City.

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

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

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


         Bruce's eyes dart again toward the Batsignal.

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

                   Wait. You can't go.

                   We'll talk some other -

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

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

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

         Bruce heads off.

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

         Edward stares after Bruce.

                   You were supposed to understand.

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

                   I'll make you understand.

 24      INT.  BRUCE WAYNE's PRIVATE OFFICE                            24

         Bruce ENTERS.


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


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

 27      INT.  TRANSPORT TUNNEL                                        27

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

 28      INT.  CAPSULE                                                 28

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


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

 30      INT.  BAT CAVE - COSTUME VAULT                                30

         Alfred watches the capsule arrive.

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

 32      INT.  BATCAVE                                                 32

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

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

         Batman jumps into the Batmobile.

                          (to Alfred)
                   I'll get drive-thru.
                          (to the car)

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

 34      INT.  CAVE ACCESS TUBE                                         34

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

 35      EXT.  WAYNE ESTATE - NIGHT                                     35

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

 36      EXT.  FOREST ROADS - NIGHT                                     36

         The car speeds towards Gotham.

 37      ANGLE OUTSIDE THE WINDOW ON                                    37

         The Batsignal, cutting the darkness.


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

         A worried THUG peers at the Batsignal out the skyscraper
         window. Across a narrow abyss stands a skyscraper under
         construction, all girders and scaffolding.

 39      In f.g., a spinning silver dollar flips up into frame,         39
         blocking out the Batsignal.

                                 THUG 1
                   Bat should show any minute, Face.

         A HAND catches the coin, flips it again.

 40      WIDER                                                          40

         Witness the rakishly handsome profile of HARVEY TWO-FACE
         DENT, the other side of his face hidden in shadow.

                   You. Sport. Any thoughts? Counting
                   on Batass to rescue you?


         A SECURITY GUARD, laying on the floor, wrists and feet
         bound, trembling with fear.

                   _We_ sure are.

                   ...You gonna kill me?

                   Might. Might not. Could say we're of
                   two minds on the subject.

                   I got family. ...Please.

                   What say we flip for it?

         Two-ace shoves the silver dollar under the Guard's nose.
         One side shines in mint condition.

                   What could be fairer than the random
                   toss of an honest coin? Life...

         The other side bears deep, disfiguring burns.

                   ...or death.

                   Please. I swear I won't say noth-

                   The coin _wants_ to decide.

 41      Two-Face flips. The coin spins, gleaming, lands on the         41
         floor only inches from the Guard's face.

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

                   Exhilarating, isn't it?  The
                   suspense? Sudden death or a new
                   lease on life? Really makes a man
                   live in the moment.

         Two-Face removes his foot. Unblemished side up.

                   You're in luck. You get to live to
                   whimper another day.

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

         Two-Face folds his jacket into a pillow, places it under
         the Guard's head, now the nicest crook in the world.

                   That floor has got to be very hard.
                   Is that better?

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

                   Just call us Harvey. Can we get you
                   a sandwich? A soft drink? Given all
                   the trouble we caused you, how about
                   we cut you in for a share of
                   tonight's haul?

                                 THUG 2
                   Face! For cryin' out loud! You're
                   not gonna pay him--

         Two-Face turns on Thug 2 with a vengeance, shooting out a
         hand that pins the fellow's throat to the wall.

                   Did we ask your opinion? The coin
                   has rendered its verdict. This man
                   has a family to take care of. You
                   have a problem with that?

         We now see for the first time the LEFT HALF OF HIS FACE:
         hideously repulsive, an acid eaten mutilation of flesh.

                                 THUG 2
                   Oh no, Face. Anything you say.

 43      EXT.  PAN-ASIA TOWN - STREET - NIGHT                           43

         Sweeping spots. Swat teams. Police wagons.

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

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

 45      HIGH ABOVE                                                     45

         The Batmobile SCREECHES to a stop on a pedestrian bridge.

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

                   Hot entrance.

         Batman turns, all business as he speaks to Gordon.


                   Two guards dead. He's holding the
                   third hostage. Didn't see this one

                   We should have, though.

         The men turn to face her.

                   _Two_ million dollars waiting to be
                   transferred from the _Second_ Bank of
                   Gotham on the _22nd_ How could Harvey?
                   _Two_-Face resist?

                   And you are?

                   Batman, I'd like you to meet--

                          (offering her hand)
                   Chase Meridian

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

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

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

                   Why's that?

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

                   Bats aren't rodents, Dr. Meridian.

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

                   May I remind you two we have a
                   psychopathic murderer on the loose

         A titanic BOOM rocks the night.

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

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

 49      INT.  BANK OF GOTHAM - NIGHT                                   49

         The already crumbling wall behind Two Face EXPLODES. Two-
         Face checks his watch, unfazed, as the giant wrecking
         ball CRASHES into the room within inches of the villain.

                   Right on schedule.

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

 50      EXT.  CONSTRUCTION SITE - NIGHT (CONTINUOUS)                   50

         ...an even thicker chain dangling 30 stories from the
         roof of the construction site.

         FOLLOW THE CHAIN UP as it yanks tight, revealing...
         A BLACKHAWK HELICOPTER already atop the construction
         site, perched on steel beams. REVVING its mighty rotors.

 51      A giant winch aboard the Blackhawk starts to haul the          51
         safe chain over pulleys up into a cargo hatch.

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

         Thug 1 stares out the window.

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

 53      Harvey flips the coin.                                         53

 54      FOLLOW THE COIN as Two-Face snatches it from mid-air,          54
         slaps it on his wrist. Bad side up.

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

                   At last, The Bat dies!

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

                                 THUG 2
                   What about him?

                   Kill him too.

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

                   Wait! You said you'd let me go!

                   Never heard of a double-cross?

 56      A DING from the elevators.                                     56

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

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

 57      ELEVATORS                                                      57

         HARVEY AND THUGS empty magazines. Re-load.

                   Come on in, the water's fine.

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

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

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

 59      FIRE DOORS                                                     59

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

                                 SWAT LEADER
                   Police!  Freeze!

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

         Two-Face drops a SMOKE GRENADE. Then he leaps directly
         out the hole in the wall. His Thugs take off after him.

 60      EXT.  CONSTRUCTION SITE - NIGHT (CONTINUOUS)                   60

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

 61      INT.  BANK                                                     61

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

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

 62      INT.  CONSTRUCTION SIGHT                                       62

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

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

 63      REVERSE ANGLE                                                  63

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

 64      BATMAN starts scaling the scaffolding after Two-Face.          64
         He's climbing fast but Harvey has too great a lead.

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

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

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

 67      ON THE GANTRY                                                  67

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

 68      ON THE BATROPE                                                 68

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

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

 69      THE GANTRY                                                     69

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

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

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

 70      BATMAN - POV. Two-Face has reached the chopper.                70

 71      INT.  HELICOPTER - NIGHT                                       71

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

                          (to the pilot)
                   Let's fly.

 72      EXT.  GANTRY - NIGHT                                           72

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

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

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

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

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

 77      INT.  HELICOPTER - NIGHT                                       77

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

                   The man is taking his job
                   _much too seriously_.

 78      EXT.  TOP OF SAFE - NIGHT                                      78

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

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

 79      EXT.  CONSTRUCTION SITE - NIGHT                                79

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

 80      THE SAFE                                                       80

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

 81      INT.  BANK BUILDING                                            81

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

 82      INT.  HELICOPTER - NIGHT                                       82

         Two-Face stares out the side of the chopper.

                   That was our money.

         Two-Face grabs the controls from the pilot.

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

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

 84      EXT.  GOTHAM SKY - NIGHT                                       84

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

 85      EXT.  ARKHAM SQUARE - NIGHT - ESTABLISHING                     85

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

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

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

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

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

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

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

 90      The chopper barrels straight for the opening mouth.            90

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

 91      The mouth closes on the Caped Crusader.                        91

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

 93      INT.  MOUTH                                                    93

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

 94      EXT.  ARKHAM SQUARE - MOUTH SIGN                               94

         Batman SMASHES through the two front teeth.

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

 96      INT.  CHOPPER                                                  96


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

 97      Harvey GUNS the chopper's engines.                             97


 98      EXT.  GOTHAM SKY                                               98

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

 99      INT.  HELICOPTER                                               99

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

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

100      THROUGH THE WINDSHIELD                                        100

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


         Harvey spins, draws his machine pistol.


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

101      EXT.  HELICOPTER                                              101

         The cape slips off the windscreen

102      INT.  HELICOPTER                                              102

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

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

                   Harvey, you need help. Give it up.

103      EXT.  HELICOPTER                                              103

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

                   Words of wisdom from our ex-friend?

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

                   Mano a Mano a Bato.

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


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

                   I won't kill you, Harvey.

         Batman gets Harvey by the throat.

                   Batman doesn't kill? Bullshit.
                   You're a killer too.

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

         Batman slips, falls out of sight.

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

105      EXT.  HELICOPTER                                              105

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

106      INT.  HELICOPTER                                              106

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

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

                   Goodbye old pal.

         With that Harvey leaps through the cargo hatch.

108      Batman stares frozen in disbelief as Two-Face plummets to     108
         the dark water below.

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

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

111      EXT.  HELICOPTER - LADY GOTHAM - NIGHT                        111

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

112      EXT.  GOTHAM SKY - NIGHT                                      112

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

         FLASHES OF

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

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

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

116      A BAT, huge, evil, SCREECHING.                                116


117      BATMAN FALLING - CLOSE                                        117

         Batman plummets towards the water. His eyes open.

118      EXT.  GOTHAM HARBOR (CONTINUOUS)                              118

         Batman SPLASHES into the harbor. Dark. Still.

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

119      PAN UP                                                        119

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

120      INT.  WAYNE ENTERPRISES - NIGHT                               120

         Dark, save the light from a single cubicle.

121      INT.  EDWARD'S WORK STATION - NIGHT                           121

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

                          (obsessive repetition)
                   Too many questions. Too many

         Edward glances up at the picture of Bruce Wayne.

                   I'll show you it works.

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

         Stickley stands before Edward's cubicle. Not happy.

                   Your project is terminated. I'm
                   calling security.

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

                   Caffine'll kill you.

122      INT.  EDWARD'S CUBICLE - MINUTES LATER                        122

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

                   This won't hurt a bit.
                   At least I don't think it will.

         Edward reaches for a small transceiver fused to the TV.

                   Goddamnit, you press that button

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

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

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

126      The TV signals begin to waver and tremble.                    126

                   Loosing resolution. More power.

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

         STICKLEY - CLOSE. His eyes dull, glaze over.

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

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

         EDWARD - CLOSE. His face buried in his hands.

         Edward peers up from his hands.

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

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

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

                          (short order cook)
                   Yo. Charlie. Gimmie an order of
                   brain deep-fry. Extra well done.
                   Hold the neurons.
                          (a scientist)
                   Patient exhibits symptoms of psycho
                   neural overload. Notation: obviously
                   higher settings can be dangerous to
                   the subject.
                   Riddle me this, Fred. What is
                   everything to someone and nothing to
                   everyone else? Your mind of course.
                   And now mine pumps with the power of
                   New from Brain-bok. Da pump. Think
                   faster. Reason higher. Out-cog-nate
                   every homey on the court of life. Da
                   pump. Yeah.
                   Ho! Mark. I sense an odd penchant
                   for the anagramatic. The acrostic.
                   The crypto-graphic. What doth this
                   bode? Answer me Marcutio, you little
                   Fred, I must confess you were a
                   wonderful appetizer. Simply divine.
                   But now I yearn for a meal of
                   substance. The main course. A wide
                   and varied palette. Ah, to taste the
                   mind of a hero. A nobleman. A poet.
                   A chick in a short skirt wouldn't be
                   so bad either.

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

                   I don't think so.

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

127      Stickley heads straight for the huge round window.            127

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

129      SMASHES THROUGH THE ROUND WINDOW                              129

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

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

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

131      EDWARD'S CUBICLE                                              131

                   Question marks, Mr. Wayne?

         He stands staring at the picture of Bruce Wayne.

                   My work raises too many question

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

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

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

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

         Edward STOMPS on the picture, pulverizing the glass.

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


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

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

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

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

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

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

                                 TWO-FACE (V.O.)
                   You're a killer too.

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

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

                   The dreams again, sir?

                   I think they're getting worse.

                   It's a wonder you sleep at all.

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

                   What a marvelous shade of purple.

         Bruce shoots him a look.

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

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

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

                   Then you'd have nothing to complain

                   Hardly a worry, sir.

         Alfred brings a robe, holds it out for Bruce.

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

139      INT.  - WAYNE ENTERPRISES - MORNING                           139

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

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

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

140      ANOTHER ANGLE                                                 140

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

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

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

         A cop hands Gordon the forged note.

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

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

141      INT.  BRUCE'S OFFICE (CONTINUOUS)                             141

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

         Bruce notices an envelope on his desk.

                   What's this?

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

                   No postmark. No stamp.

         Bruce opens the envelope.

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

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

143      Bruce raises an eyebrow.                                      143

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

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

                   Channel 12, sir.

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

144      ON SCREEN -                                                   144

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

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

145                              BRUCE                                 145
                   _Excuse_ me?!

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

                   How 'bout Two-Face? Anyone here
                   heard of him?

         The shot WIDENS to reveal the panel.

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

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

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

         The second expert PIPES in, DR. DAVID AIMS.

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

                                 CHASE (O.S.)

                   Bull (bleep)!

147      WIDER                                                         147

         Chase sits at the end of the panel.

                   What did you say?

                   Which part of the word didn't you

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

                   I could like this woman.

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

                   Hey, Doc, got the hots for Batman?

         HOOTS and HOLLERS from the audience.

         CHASE - CLOSE. Busted.

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

                   What do you think? Call us at...

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



         Two-Face turns away, disgusted.

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

151      WIDER                                                         151

         LEATHER sits to one side of Harvey. Ruby lipstick, tight
         leather outfit, a choker o spikes, razor blade earrings,
         stroking a muzzled black doberman.

                   Oh you are most obscene, my
                   frightful grotesque.

         Another set of arms entwine Two-Face.

         LACE, a submissive blonde in Victoria's Secret's lacy
         best nuzzles his good side, pets a white kitten.

                   Don't listen to her. You're every
                   girl's dream.

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

         Harvey SLAPS Leather, hard.

                   Harder, baby. Hit me again.

                          (hotter still)

         He turns now to Lace, caresses her face gently.


         Two-Face's hideaway, divided straight down the middle.
         Lace's half is all light and order. Leather's domain
         looks like an S&M club.

                   Too many bats to fry to think about
                   fun. We wanna take him apart limb by
                   hyper-extended limb. Feel his bones
                   crunch in our hands. Beat him until
                   he's as black and blue as that
                   ridiculous rubber suit.

         Without thinking, Harvey steps over the Laceland. His
         demeanor instantly changes, now more reasoned and calm.

                   On the other hand, perhaps something
                   slow, a delicious incursion of
                   despair, a campaign to shatter his
                   psyche and bring him crumbling to
                   his knees.

         He wanders back across to Leatherland.

                   Hell. Why wait? Rupture his organs.
                   Shatter his spine. Still have time
                   for a late dinner.

         Back in Laceland.

                   But simple murder? It's just too
                   damn simple. Besides, it's been
                   done. No. We need a plan.

         Back to Leatherland.

                   Yes. Something senseless, brutal,
                   savage, violent.

         Back to Laceland, stopping to add...
                   Yet witty.

152      EXT.  WAYNE MANOR - NIGHT                                     152

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

153      INT.  BATCAVE - NIGHT                                         153

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

         Bruce sits before his Master Console.

                   How's the sonar coming, Alfred?

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

                   It'll never work.

                   I believe you said the same thing
                   about the Batmobile.

         (OVER) a doorbell RINGS. Alfred disappears upstairs.

154      BRUCE - OVER THE SHOULDER                                     154

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

155      SCREEN ONE - Replays the CNN story on Two-Face                155

156      SCREEN TWO - Replays the Vondelle Williams show.              156

157      SCREEN THREE - Runs news footage of Chase.                    157

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

                   Scholarly research?

                   She has an excellent mind.

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

                   I wonder if she'd go out with me.

                   Apology hastily retracted.

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

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

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

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

                   Your parents' wake. Rain fell like

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

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

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

         Alfred hands him an envelope.

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

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

159      EXT.  UGLY TENEMENT - BAD NEIGHBORHOOD - NIGHT                159



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

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

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

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

161      INT.  EDWARD'S APARTMENT - NIGHT                              161

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

         HER POV-

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

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

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

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

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

                                 MRS. LUCERTOLA
                   The rent Nygma!!!

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

         He shoves her down.

                                 MRS. LUCERTOLA
                   Hey, I got no time for-

         Edward clamps a new, streamlined headband on her head.


         He clicks on the TV. An evening soap.

                                 MRS. LUCERTOLA
                   My favorite story.

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

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

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

                                 MRS. LUCERTOLA
                   Oh my lord.

                   Not quite. But I'm getting there.

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

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

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

         Edward PLANTS an ELECTRODE on his forehead.

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

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

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

163      EXT.  MUNICIPAL POLICE COMPLEX - DAY                          163

         Gothic. Active. Bruce enters the complex.

164      INT.  POLICE COMPLEX - CHASE'S OFFICE                         164

         Comfortable. Well appointed. Degrees on the walls.

         Chase opens her door to Bruce Wayne.

                   Mr. Wayne. Chase Meridian.

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

                   How can I help you, Mr. Wayne?

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

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

                   Psychiatrists make you nervous?

                   Just ones this beautiful.

                   The infamous Wayne charm. Does it
                   ever shut off?

                   On occasion. Usually at night.

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

                   Still play with dolls, Doctor?

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

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

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

                   My opinion. This letter writer is a
                   total wacko.

                   Wacko? That a technical term?

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

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

                          (a slight smile)

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

                   You have a thing for bats?

         Chase follows his gaze.

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

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

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

                   So, this Riddler, he's dangerous?

                   What do you know about obsession?

                   Not much.


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

                   It's a stretch but I'll manage.

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

                   To kill me.

                   You understand obsession better than
                   you let on.

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

                   That's usually my line.

                   Look, I'd love to keep chatting-

                   Would you? I'm not so sure.

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

                   Excuse me.

                   And into a black dress.

         Bruce throws her startled expression his best smile.

                   Tell me, Doctor, do you like the

         Despite herself, Chase smiles back.

165      A SIGN - CLOSE - Gotham Hospital Charity Circus.


166      EXT.  HIPPODROME - NIGHT                                      166

         Immense. On the lapping edge of Gotham Harbor.

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

167      INT.  CENTER RING                                             167

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

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

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

168      ON THE TRAPEZE                                                168

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

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

170      BELOW                                                         170

         The Hippodrome is packed solid.

171      VIP SECTION                                                   171

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

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

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

         Chase smiles. The Press and Matrons disappear.

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

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

         SPOTLIGHT finds Bruce and Chase. WILD APPLAUSE.

                          (through her smile)
                   Like normal folks.

                   What? This isn't normal?

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

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

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

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

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

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

                   That kid is amazing.

                   I don't get you Bruce Wayne.

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

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

                   Don't believe it. I'm just skin

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

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

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

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

181      BACK TO BRUCE AND CHASE                                       181

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

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


                   Well, I met someone...

                   Fast work. You just moved here.

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

                   He sure did.


                   I said I'm sure he did.

         Bruce looks towards...

182      CENTER RING                                                   182

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

183      A new Ringmaster steps into the arena. Two-Face.              183

                   Ladies and gentlemen, and I do use
                   the term loosely, your attentions
                   please. Tonight, a new act for your
                   amusement. We call it Massacre Under
                   the Big Top.

184      His thugs slip out of their clown costumes and seal every     184

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

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

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

188                              TWO-FACE                              188
                   If we may direct your attention...

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

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

         Two-Face presses a button.

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

193                              TWO-FACE                              193
                   You have three minutes.

194                              THE MAYOR                             194
                   What the hell do you want?

195                              TWO-FACE                              195
                   Want, Mr. Mayor? Just one little
                   thing. Batman. Bruised. Broken.
                   Bleeding. In a word: dead.

         Two-Face turns, showing his good side.

                   Who do we have assembled before us?
                   Gotham's finest. Rich, Influential.
                   Smart. One of you must know who
                   Batman is. Hell, we'd lay odds one
                   of you _is_ Batman.

         Two-Face spins, offers his evil side.

                   So, unless the bat is surrendered to
                   us post haste, we're off on a
                   proverbial killing spree. City wide
                   mayhem and murder. Starting tonight.
                   With all you lovely folks as our
                   very first corpses to be. You have
                   three ---well just under three---

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

         Chase, misunderstanding, tries to pull Bruce back down.


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

197      REVERSE ANGLE                                                 197

         The Graysons scale the scaffolding, heading for the bomb.

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

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

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

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

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

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

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

203      ON THE TRAPEZE                                                203

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

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

206      FOLKS in the audience SCREAM.                                 206

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

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

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

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

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

212      IN THE RAFTERS                                                212

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

213      ON THE CIRCUS FLOOR                                           213

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

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

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

216      TRAPEZE - CLOSE                                               216

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

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

                   Show's over.

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

218      TWO-FACE stares up at the dangling Graysons. He reaches       218
         into his pocket. Pulls out a familiar coin.

                   Day in, day out, it always comes
                   down to the same old question.
                          (flips the coin)
                   Or death.

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

                   Our kinda day.

219      BRUCE fells the other Thug. Starts to sprint across the       219
         ring towards Two-Face.

220      AT THE ROOF                                                   220

         Dick shoves the hatch open, climbs out.

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

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

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

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

                   Never did like the circus. Too many

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

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

229      EXT.  HIPPODROME ROOF - CONTINUOUS - NIGHT                    229

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

230      INT.  HIPPODROME - CONTINUOUS - NIGHT                          230

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

231      EXT.  HIPPODROME ROOF - CONTINUOUS - NIGHT                    231

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

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

233      INT.  HIPPODROME - NIGHT                                      233

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


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

234      DICK'S POV -- STRAIGHT DOWN                                   234

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

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

236      EXT.  - WAYNE MANOR - NEXT AFTERNOON                          236

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

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

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

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

237      INT.  WAYNE MANOR FOYER - LATE DAY                            237

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

                   Welcome, Master Grayson. I'm Alfred.

                   How ya doin', Al?


                          (to Bruce)
                   Big house. How many rooms?

                   Gee, I'm not sure.
                          (across the foyer)
                   Alfred? How many rooms? Total?

                   Ninety-three, including the sauna.

                   Take any three you like. After you
                   get settled we can...

238/39   But Dick isn't listening, stares instead over              238/39
         Bruce's shoulder as Gordon's cruiser disappears out of

                   Okay. I'm outta here.

                   Excuse me.

                   I figure telling that cop I'd stay
                   here saved me a truckload of social
                   service interviews and good will. So
                   no offense but thanks. See ya.

         Dick heads toward the door. Alfred slips away.

                   Where will you go? The circus is
                   halfway to Metropolis by now.

                   I got no place at the circus without
                   my family. I'm going to get a fix on
                   Two-Face. Then I'm going to kill

                   Listen, Dick. Killing Two-Face won't
                   take the pain away. It'll make it

                   Look, spare me the sermons, okay.
                   You're just some rich guy who is
                   trying to do a good deed. You don't
                   even know me.

         Bruce stares beyond Dick, into his own past.

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

         Dick is looking at Bruce now.

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

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

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

         Alfred turns, heads up the stairs.

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

         Dick follows, led by his nose.

         Bruce smiles, nods slowly, heads into...

240      INT.  - WAYNE LIBRARY                                         240

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

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

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

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

243      THE BOOK is splattered with blood.                            243

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

                                 ALFRED (OVER)
                   Master Bruce?

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

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

                   What did you say?

                   He killed them. Two-Face. He
                   slaughtered that boy's parents.

                   No. You said I. I killed them.

                   Don't be ridiculous.

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

246      THE BATSIGNAL beams in the sky.                               246

247      INT.  GUEST (DICK'S) BEDROOM                                  247

         Dick Grayson finishes eating. He moves into the

248      HALLWAY                                                       248

         the house seems empty.

                   Hey?..  Hello?... Anybody home?

         He's puzzled.

249      EXT.  GOTHAM CITY STREET - NIGHT                              249

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

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


         A shadow appears from behind the searchlight. Chase.

                   He's home. I sent the signal.

                   What's wrong?

                   Last night at the circus. I noticed
                   something about Dent. His coin. He's
                   obsessed with justice. It's his
                   Achilles' heel. It can be exploited.

         He steps close to her. Intimidating.

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

         Instead of backing off, Chase moves towards him.

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

                   Are you trying to get under my cape,

                   A girl cannot live by psychoses

                   It's the car, right? Chicks love the

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

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

                   Now black rubber.

                   Try a fireman. Less to take off.

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

         Batman stills her hand.

                   We all wear masks.

                   My life's an open book. You read?

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

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

                   You are direct, aren't you?

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

         Their bodies are close.

                   I haven't had much luck with

                   Maybe you just haven't met the right

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

                   I saw the beacon. What's going on?

                   Nothing... False alarm.

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

                   Are you sure?

252      EXT.  SEEDY PART OF TOWN - DAY                                252

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

253      ANGLE ON - A bridge structure.                                253

254      INT.  TWO-FACE'S HIDEOUT - DAY                                254

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

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

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


         A mysterious silhouette stands in the dark.

         Two-Face draws his gun.

                                 VOICE IN THE DARK
                   The answer is, your enemy.

                   Who are you?

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

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

                   How'd you find us?

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

                   Congratulations. You get to die on
                   the dean's list.

         Two-Face trains his gun, COCKS the trigger.

                   Has anyone ever told you have a
                   serious impulse control problem?
                          (looking around)
                   You know, I simply love what you've
                   done with this place. Heavy Metal
                   with just a touch of House and

         He crosses to Leatherland.

                   It's so dark and Gothic and
                   disgustingly decadent...

         He moves to Laceland.

                   Yet so bright and chipper and
                          (to "bad" side)
                   It's so you.
                          ("good" side)
                   And yet so _you_!
                          (touching his suit)
                   Very few people are both a summer
                   _and_ a winter. But you pull it off

                   A man with a death wish.

                   Harvey. You need me. Since you've
                   gotten out of Arkham, you've
                   managed, what? To bungle stealing a
                   safe? Wreck a statue? And, correct
                   me if I'm wrong here, but weren't
                   you outsmarted by an acned acrobat
                   at the circus?

                   Let's see if you bleed green.

         Two-Face COCKS back the hammer.

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

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

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

255      Riddler gestures to the front of the room, where Leather      255
         and Lace, on their respective sides, are fixed to their
         TV's via the green beam of the box.

         He tosses a receiver electrode to Two-Face.

                   ...Take a hit.

         Two-Face looks at the electrode curiously.

                          (taps his forehead)
                   Up, up, up.

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

                   Holy shit.

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

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

                          (to the girls)
                   This is your brain on the box.
                          (off Harvey)
                   This is your brain on their brain.

         He plants an electrode on his own forehead.

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

         The Riddler grabs Two-Face's receiver.

                   No.  Wait...

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

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

                   You are a very strange person. You
                   speak as if we are old friends,
                   which we are not. You barge in here
                   unarmed when it is clearly suicidal
                   to do so. Still, an intriguing
                          (pulling his coin)
                   Heads: we take your offer.

         He rests the barrel on The Riddler's temple.

                   Tails: we blow your _goddamned head

256      FOLLOW THE COIN                                               256

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

257      INT.  JEWELRY EXCHANGE                                        257

         Thugs grab handfuls of gems as a Guard presses the ALARM
         Riddler's animated face fills the surveillance screens.


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

         The Riddler slips on a monocle, lifts a stone.

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

258      INT.  BATMOBILE - MOVING                                      258

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

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

260      EXT.  STREET                                                  260

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

261      INT.  BEAUTY SALON                                            261

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

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

         Bruce sits watching the news.

                   ...working with Two-Face, Gotham's
                   new criminal mastermind is calling
                   himself The Riddler.  Twenty million
                   in diamonds were stolen yesterday
                   with no sign of Batman.

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

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

264      EXT.  ARMORED TRUCK BASE                                      264

         Armored trucks sit open on the street. Two-toned thugs
         carry out bags of loot.

         Two-Face and the Riddler stand before four guards, each
         sentry held captive by a two-toned crony.

                   Close your fist. Reach back.

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

                   Get it?

         Riddler nods tentatively. Manages a weak fist. Throws a
         feeble punch. The Guard looks barely startled.

                   Riddler. You punch like a girl. Put
                   some heart into it.

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

                   Okay. Okay. I got it.

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

                   My God.

         He walks away, shaking his head, disgusted. The Riddler
         turns back to the guard. Ready for another try.

265      INT.  WAYNE MANOR - HALLWAY                                   265



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

                   May I help you, Master Grayson?

                   How come this is the only locked
                   door around this museum? What's back

                   Master Wayne's dead wives.

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

267      WIDER                                                         267

         Dick stands hidden in an alcove, watching.

268      EXT.  CLAW ISLAND - DAY                                       268

         Tremendous construction in progress.

269      INT.  CLAW ISLAND                                             269

         Silhouettes of robot arms manufacture the Box.

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

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

270      EXT.  GOTHAM LOADING DOCK                                     270

         Two-Face and Thugs steal priceless paintings while the
         Guards sit bound and gagged in their booth.

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

271      INT.  WAYNE MANOR - LAUNDRY ROOM                              271

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

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

273      INT.  GOTHAM OPERA - NIGHT                                    273

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

274      BACKSTAGE                                                     274

         Green gloved hands attach a Box to the translator.

275      AUDIENCE                                                      275

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

276      The Riddler stands on stage.                                  276

                   I just love a captive audience.

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

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

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

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

                   Where are you sending Batboy this time?

                   Here. Get a good seat.

278      OUT THE WINDOW                                                278

         The Batmobile makes a quick stop before the opera house.

279      Riddler, Two-Face and Thugs disappear just as...


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

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

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

281      THE AUDIENCE                                                  281

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

282      EXT.  GOTHAM TIMES BUILDING - NIGHT                           282

         Electronic headlines circles- BAT FLOPS AT OPERA. RIDDLER

283      EXT.  NYGMATECH HEADQUARTERS - CLAW ISLAND - DAY              283

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

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

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

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

284      QUICK CUTS OF NEWSPAPERS                                      284

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

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

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

286      EXT.  GOTHAM CITY - MONTAGE                                   286

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

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

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

289      INT.  NYGMATECH - RIDDLER'S CONTROL ROOM                      289

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

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

291      EXT.  ELECTRONIC STORES                                       291

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

292      INT.  BATCAVE                                                 292

         Bruce stands over the Batcomputer.

                   Riddler and Two-Face are tweaking
                   the data before the computer pulls
                   it off the emergency bands.

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

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

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

         Leather and Lace sit with the Riddler and Two-Face as the
         two villains pass an electrode between them.

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

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

         Harvey waves his revolver in Riddler's face.

                   Be my guest.

         Two-Face and Leather and Lace take another hit of the
         glowing neural energy. Smiles.

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

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

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

                   Don't bogart that 'trode.

         He tosses Harv the electrode over Lace's ill-timed grab.
         Harvey takes a hit.

                   Oh my God. Jim Morrison was right.

                   About what?


                                 RIDDLER & TWO-FACE

295      INT.  WAYNE MANOR - DAY                                       295

         TV - CLOSE.

         Vondelle stands before the familiar panel of experts.

                   This Box is nothing more than an
                   electronic narcotic.

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

                   It's turning citizens into

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

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

                          (calling out)
                   Master Dick?

         High above, Dick appears on the third floor landing.

                   Up here, Al.

                   Just checking, young sir.

                          (to himself)
                   Four seconds from...

         Below, Alfred opens the door.


         Alfred disappears inside and the door begins to close.

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

298      INT.  SECRET HALL                                             298

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

299      THE BATCAVE FLOOR                                             299

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

300      INT.  CHASE'S APARTMENT - NIGHT                               300

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

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

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

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

                   What's this?

         Bruce opens the box. Within, a dream doll.

                   Call it clinical intuition. I
                   thought your dreams might need

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

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

         Chase nods. She knows.

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

                   And now....

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

         (OVER) The kettle begins to WHISTLE.

                   Damn. I'll be right back.

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

                                 CHASE (OVER)
                   Find anything interesting?

                   Why do I feel like the other man,

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

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

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

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

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

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

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

         Bruce hits a key, blanking the screen.

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

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

                   Why do you do that?


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

                   I'm not-

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

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

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

                   Rage. Anger. Passion. Pain.

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

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

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

                   Is he all right?

                   I'm afraid Master Dick has... gone

                   He ran away?

                   Actually, he took the car.

                   He boosted the Jag?
                   Is that all?

                   Not the Jaguar. The _other_ car.

                   The _Rolls_?

                   _No_, sir. _The_ _other_ _car_!

         A beat. Then Bruce closes his eyes.

305      EXT.  ARKHAM SQUARE - NIGHT                                   204

         Gotham night life. Neon, traffic, sleaze.

         The Batmobile cruises into the center of the strip.

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

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

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

         The Batmobile TEARS after her.

307      EXT.  ALLEY - NIGHT                                           307

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

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

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

                   Who the hell are you?

                          (low, ominous)
                   I'm Batman.
                          (looking down)
                   Damn, did I forget to dress again?

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

                   Chains. You don't seem like the

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

                   The Caped Crusader strikes again.
                   Sans cape, of course.

         Two more rush him.

                   Another victory for the Dark Knight.

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

                          (off the unconscious goons)
                   Dark nighty-night.

         Dick stares at the remaining thug. Smiles.

                   Is your will up to date?

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

                   I could definitely get behind this
                   super hero gig.

         Dick nods to the awestruck Girl.


         He starts towards the car.


         She moves close.

                   You forgot the part where you kiss
                   the girl.


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

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


         He pulls the girl behind him, readies for war.

308      A DARK FIGURE                                                 308

         flies out of the night.

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

309      THE BATMOBILE                                                 309

         REVS UP, races to Batman.

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

                   Don't you want my number?

         She watches as the Batmobile speeds away into the night.

311      INT.  BATCAVE - NIGHT - LATER                                 311

         Bruce and Dick argue.

                   I need to be part of this.

                   Absolutely not.

                   Me and my brother Chris were putting
                   money aside so our folks could
                   retire. Dad's knee was going. Chris
                   was engaged, you know that? Two-Face
                   took...everything. Now I can pay him

                   What I do isn't about revenge.

         Dick glances at a framed headline. The Wayne murders.

                   Right, slick. Whatever you say.

         Bruce grabs him. Hard.

                   This isn't a game.

         Dick pushes him off. Harder.

                   Back off, man.

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

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

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

312      EXT.  RITZ GOTHAM HOTEL - NIGHT                               312

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

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

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

         Bruce leans over Alfred before stepping out of the car.

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

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

313      INT.  RITZ GOTHAM ROOF - NIGHT                                313

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

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

         Into this zoo walk Bruce and Chase.

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

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

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

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

         Chase looks amused, Bruce suspicious.

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

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

                   Touchy, touchy.

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

                   Oh God, Bruce. You're still jealous.

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

317      ACROSS THE ROOM                                               317

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

                   You're outselling Wayne Enterprises.
                   Any comments?

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

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

                   You might want to ask Bruce Wayne.
                   Bruce, old man!

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

                   So glad you could come.

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

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


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

                   What? Oh, it's very impressive.

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

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

                   No grape could be more intoxicating
                   than you, my dear. But we make due.
                   To your charms.
                          (clinking hers)

                          (raising his)





                   I'm drinking.

         And she does.

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

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


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

                          (finishing the poem)
                   And the beast slouches towards

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

                   Quite right. Shall we dance?

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

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

                                 SHOWGIRL (OVER)
                   Naughty, naughty.

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

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

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

322      BACK TO SCENE                                                 322

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

         TWO-FACE and his Thugs stand at every entrance.

         BRUCE backs away, slips towards a service door.

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

         Two-Face's Thugs charge the room. The crowd SCREAMS.

323      EXT.  RITZ GOTHAM ALLEY - NIGHT                               323

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

324      EXT.  ALLEY                                                   324

         Bruce ducks into the Rolls.

                   Emergency, Alfred.

325      INT.  ROLLS                                                   325

         A secret panel in the back opens. A Batsuit.

326      INT.  PARTY                                                   326

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

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

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

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

                   Patience, oh bifurcated one.

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

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

         (OVER) the CRASH of breaking glass.

327      BATMAN                                                        327

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

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

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

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

                                 VONDELLE (OVER)
                   Batman, Batman, Batman help!

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

                   Batman.  You're my _God_!!!

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

                                 BATMAN (OVER)
                   Excuse me.

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

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

                   Call me.

         Batman spins, goes for another group of Thugs.


                   Okay boys. Phase two.

         And with that, he and his Thugs race for the elevator.
         The doors close.

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

331      BATMAN'S - POV - AERIAL                                       331

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

332      EXT.  RITZ GOTHAM - NIGHT                                     332

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

333      Batman plummets into the construction sight.                  333


         Gothic. Deserted. Under construction. Batman hits the

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

         He pursues.

335      TUNNEL                                                        335

         Harvey and Thugs, racing away.

                   Bat's right behind us.


336      INT.  ABANDONED STATION - VENTILATION SHAFT                   336

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

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

         PAN UP

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

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

338      TWO-FACE                                                      338

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

339      THE PLATFORM                                                  339

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

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

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

         A THUG

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

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

342      BOTTOM OF THE SHAFT                                           342

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

343      INT.  ABANDONED TUNNEL                                        343

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

         Batman races after them.

344      THE SNOWBOARDERS                                              344

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

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

         WHIP PAN

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

         Batman races past him.

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

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

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

349      INT.  ABANDONED SUBWAY STATION                                349

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

         No more.

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

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

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

352      A THUG                                                        352

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

353      BATMAN angles towards him, picking up speed.                  353

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

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

356      ANOTHER THUG shoots past over head.                           356

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

         He is closing on the Thug. Closer. Closer.

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

359      TWO-FACE                                                      359

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

360      The RAIL breaks.                                              360

         Batman flies off directly into the dark tunnel.

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

362      INT.  MOUTH OF TUNNEL                                         362

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

                   Nothing worse than a bad case of

         He begins to turn the CREAKING wheel.

363      INT.  INNER TUNNEL                                            363

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

364      INT.  MOUTH OF TUNNEL                                         364

         Two-Face swings a grenade launcher before him. Takes a
         step back. Aims into the tunnel.

                   Lights. Camera. Action.

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

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

365      INT.  TUNNEL                                                  365

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

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

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

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

369      INT.  MOUTH OF TUNNEL                                         369

         Two-Face stands staring into the inferno.

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


         Then Two-Face's smirk vanishes.

                   It can't be.

370      REVERSE ANGLE                                                 370

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

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


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

         The Bat heads towards Two-Face and his men.

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

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

                   Why won't you just die?!

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

373      THE CEILING                                                   373

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

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

374      THE TUNNEL                                                    374

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

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

376      TWO-FACE can barely contain his joy. Plaster and rubble       376
         fall ever more furiously.

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

         He reaches for his utility belt but its too late.

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

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

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

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

         Harvey and his men head away, up out of the tunnels.

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

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

         The Batarang hist the sand.

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

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


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

         DICK - CLOSE. Straining.

         Suddenly, Batman's face breaks the sand.

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

         The two face each other. Hands still clasped.

381      INT.  BATCAVE - LATER                                         381

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

                   What the hell did you think you were

                   You have a real gratitude problem.
                   You know that, Bruce? I need a name.
                   Batboy? The Dark Earl? What's a good
                   side kick name?

                   How about Richard Grayson, college

                   ...I missed Two-Face by a heartbeat.
                   When we catch him, you gotta let me
                   kill him!

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

                   I saved your life. You owe me. So
                   either you let me be your partner or
                   I'm going after Harvey on my own.

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

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

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

                   Maybe they're right.

                   Which `they' might that be, sir?

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

         Bruce touches a cowl resting on the control panel.

                   Why do I keep doing this?

                   Why, indeed?

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

                   Dr. Meridian...

         Bruce touches his lips, the spot Chase kissed Batman.

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

                   Perhaps. Perhaps not. Why not ask
                   the lady?

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

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

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

         He disconnects the phone.

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

382      INT.  CHASE'S BEDROOM - NIGHT                                 382

         Dark. Moonlight through curtains. Night SOUNDS.

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


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

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

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

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

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

         She turns, walks across the room.

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

         She comes back to him, touches his cheek.

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

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

         BATMAN - CLOSE. Smiles.

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

383      INT.  CLAW ISLAND CONTROL CENTER - DAY                        383

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

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

         Suddenly Two-Face gets him by the throat.

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

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

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

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

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


         Harvey grabs his head. Stops him.

                   What about Batman?

         Riddler smooths his hair.

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

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

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

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

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

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

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

         Two-Face stares at him.

                   Go ahead. You can say it.

                   You're a genius.

         The tow begin to LAUGH.

385      CLOSE ON BAT                                                  385

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

386      CAMERA PULLS BACK TO REVEAL                                   386

         Group of YOUNG KIDS in Halloween costumes running through

         Two gravestones alone on a hill under a tree.

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

                   Happy Halloween.

                   Happy Halloween.

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

                   ...Tonight it ends.

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


         INT.  BATCAVE

         Bruce and Dick are in mid-conversation.

                   From this day on, Batman is no more.

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

                   You can't-.

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

                   But what about all the good we can
                   do? There are monsters out there.
                   Gotham needs us.

                   And when you finally get Two-Face?

         Dick looks away.

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

                   Bruce, you can't.

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

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

         (OVER) A doorbell RINGS.

388      EXT.  WAYNE MANOR                                             388

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

389      EXT.  WAYNE MANOR - ACCESS ROAD                               389

         A mysterious van sits parked on the gravel byway.

390      INT.  VAN                                                     390

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

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

392                              RIDDLER                               392
                   And today not even my birthday.

         Two-Face couldn't care less about Chase. He tosses his
393      coin. HOLD ON the spinning faces as (OVER) we hear...         393

                   Bruce, Batman. Bruce, Batman.

394      INT.  COSTUME VAULT, BATCAVE - NIGHT                          394

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

         His Robin costume.  He packs to leave forever.

395      EXT.  WAYNE ESTATE                                            395

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

396      INT.  WAYNE MANOR - DINING ALCOVE - NIGHT                     396

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

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

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

         Bruce LAUGHS. He's obviously having trouble.

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

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

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

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

                   Flashes. Images. Of that night.

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

                   I don't want to remember!

                   Stop fighting.

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

                   My parents are laid out in the
                   library. Their skin smells like
                   talcum powder. I'm so small. My
                   father's diary is on his desk like
                   always. I'm opening the book.
                   Reading. I'm running out into the
                   storm. The book is in my hands. I
                   can't hear my screams over the rain.
                   I'm falling...

                   What does it say? What hurts so
                   much, Bruce? What does the book say?

                   I don't-.

                   You do know. Try.

         Bruce opens his eyes. Clear. He remembers.

                   The last entry read, Bruce insists
                   on seeing a movie tonight.
                          (a beat)
                   Bruce insists. I made them go out. I
                   made them take me to the movie. To
                   that theater...
                   It was my fault. I killed them.

                   Oh God, Bruce, you were a child. You
                   weren't responsible.

                          (to himself)
                   ...Not the bat?


                   I always thought it was the bat that
                   scared me that night that changed
                   my life. But it wasn't. The real
                   fear was hiding underneath: what I
                   read in the journal, that my parents'
                   deaths were my fault. That's what I
                   couldn't remember. That's the crime
                   I've been paying for all these

                   What are you talking about?

                   Chase. There's something I need to
                   tell you--

         (OVER) The doorbell RINGS.

399      FRONT DOOR                                                    399

         Alfred peers out to a sea of Halloween Masks.

                                 LITTLE VOICE
                   Trick or Treat?

         Alfred grabs his candy bags as he opens the door to...

400      The Riddler, Two-Face and the Thugs.                          400


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

                          (to his thugs)
                   Get the girl.

401      INT.  DINING ALCOVE                                           401

         (OVER) A COMMOTION.

                   What the hell?

         Thugs appear at both doorways.

         Bruce moves fast as he grabs a silver serving tray, flips
         it into one of the screaming Thugs' faces, swings the
         platter into the other's head. Two down.

         Bruce grabs Chase's hand and they're out the door, racing
         fast, several more henchmen in close pursuit.

402      MEANWHILE                                                     402

         The Riddler uses the scanner in the head of his cane to
         locate and open the secret door to the Batcave.

403      INT.  HALLWAY                                                 403

         Bruce and Chase race towards the stairway. Bruce pulls
         standing display suits of armor to the floor as he goes,
         blocking the Thugs' way.

404      INT.  BAT CAVE                                                404

         Riddler has found heaven. From his pouch he produces tiny
         green bombs shaped like bats. He winds one up, its head
         SCREECHING with each twist of the neck, lets it fly.

                   What's that I hear?

405      Like a tiny bat, the first bomb flies into the video          405
         wall. A tremendous EXPLOSION.

406                              RIDDLER                               406
                   Why it must be the fat lady getting
                   ready to sing.

407      The next bat-bomb flaps into the costume vault. BLOWS         407
408      it completely. The crime lab EXPLODES next.                   408

409      The Riddler winds a bunch of bat-bombs now, lets them         409
         fly. The tiny green bats sail high forming a giant
         question mark in mid-air before plummeting suddenly in
         formation down into the cockpit of the Batmobile.

410                              RIDDLER                               410
                          (Jack's favorite line)
                   Gonna have a hot time in the old
                   town tonight.
                          (a beat)
                   Who used to say that? Somebody
                   always used to say that.

411      The car EXPLODES.                                             411

412      INT.  WAYNE MANOR - GRAND STAIRCASE                           412

         Bruce and Chase flee up the giant staircase, the Thugs a
         step behind. One two-toned bad-guy leaps forward, gets a
         fistful of Chase's dress. She goes down. Looks like she's
         done for. At the last moment, Chase gives a mighty kick
         and the Thug topples backwards, down the stairs.

         Bruce is holding off a couple more, closing near the top
         step. He spins, a powerful roundhouse clocking one in the
         head, sending him backwards down the stairs.


         Chase moves behind him, up to the landing, turns to see
         Bruce fell another with a spinning back kick, a third
         with a flying back-fist.

         Bruce and Chase race to the top of the stairs.

413      TWO-FACE stands on the floor below. Just the moment he's
         been waiting for.

                   See ya.

         He SHOOTS. The bullet grazes Bruce's head. He falls down
         the grand staircase.

         CHASE SCREAMS as Thugs grab her.

         BRUCE hits the floor. Hard. No movement. None at all.

                   Bruce, you sure know how to throw a

         Two-Face stands over the prostrate form. Draws his gun. SLAMS
         in a new clip of ammo.

                                 RIDDLER (OVER)
                   Sheath your weapon my impetuous

414      Riddler has appeared from the Batcave.                        414

                   We want to dust him. We truly want
                   to dust him bad.

                   Oh yes, and certainly _WE_ will!

         Riddler walks over to the unconscious Wayne. Kneels.
         Looks at him, tender, like a lover. Caresses his face.

                   My poor sweet hero.

         He stands, kicks him hard in the rib cage. Bones CRACK.

                   We'll kill him alright. But first...

         With that, the Thugs drag out a freshly bound Chase.


         Riddler drops an envelope (RIDDLE #4) on Bruce.

                   ...We're going to make him suffer.

415      INT.  BATCAVE                                                 415

         Sputtering. Burning.

416      THE COSTUME VAULT                                             416

         BATSUIT - CLOSE. Surrounded by licking flames, the Bat
         emblem begins to melt.

         DISSOLVE TO

417      BRUCE'S EYE - CLOSE                                           417

418      ZOOM IN                                                       418

         as we fall again into a dark hole, the Monarch Bat flying
         straight at the CAMERA, his red eye filling the SCREEN.

         DISSOLVE TO

419      BRUCE'S EYE - CLOSE                                           419


420      INT. BRUCE'S BEDROOM - MORNING                                420

         Bruce is in bed, head bandaged. Alfred is walking a
         doctor to the door.

                   The injuries are relatively minor.
                   The shot did cause a concussion.
                   Watch for headaches. Memory lapses.
                   Odd behavior. I'll check back in a
                   few days.

         Alfred ushers him out, returns to Bruce's bedside.

                   How are you feeling, young man?

                   Not that young. It's been a long
                   time since you've called me that.

                   Old habits die hard. Are you

                   As well as can be expected, I guess.
                   Give me the bad news.

                   Dick has run away. They have taken
                   Dr. Meridian. And I'm afraid they
                   found the cave, sir. It's been

         Bruce looks up at Alfred, eyes narrow, puzzled.

                   The case? What cave?

421      EXT.  POLICE HEADQUARTERS ROOFTOP                             421

         The Batsignal lights the sky. Gordon paces.

                   Where is he?

         A concerned DEPUTY emerges onto the roof.

                   The Mayor's called again.
                          (off the signal)
                   He's not going to show. Maybe he's
                   hurt sir. Maybe he's--.

                          (not so sure)

422      INT.  BATCAVE                                                 422

         Or what's left of it. Melted ruin and rubble. Bruce
         stands with a worried Alfred, surveying the landscape.

                   I'm Batman? I remember my life as
                   Bruce Wayne.
                          (looking around)
                   But all this. It's like the life of
                   a stranger.

                   Perhaps the fall...

                   There's one other thing. I feel..



                   Bruce. Son. Listen to me. You are a
                   kind man. A strong man. But in truth
                   you are not the most sane man.

                   ...A bat.


                   I remember a bat. A monster. A
                   demon. Chasing me.
                          (child's terror)
                   Oh my God, Alfred.

                   No demons, son.
                          (touching his head)
                   Your monsters are here. Until you
                   fact that, I fear you will spend
                   your life fleeing them.

423      INT.  RIDDLER'S CONTROL ROOM                                  423

         Riddler sits on his throne, absorbing pulses of neural
         energy, his head growing.

                   It's happy time Gotham. Have you
                   hugged your little boxes today?
                   I'm in heaven. I'm in heaven with a
                   girl like you.

424      WIDER                                                         424

         Chase has been chained to the floor of his throne.

                   Batman will come for me.

                   Someday my bat will come. Some day
                   my bat will come.
                          (suddenly lethal)
                   I'm counting on it.

         He puts his face close to Chase's.

                   You're frying your brain.

                   Nap time gorgeous.

         The Riddler draws a hypo filled with green liquid. He
         plunges it into her neck as she passes out.

425      INT.  BATCAVE                                                 425

         Bruce stands before a dark, rocky mouth. Through this
         passage, the cave as it once was, sweating granite, a
         shifting world of shadow.

         Bruce steps inside.

426      INT.  INNER BATCAVE                                           426

         FAVOR BRUCE as he walks deeper into the darkness. The
         walls around him undulate, as if covered in water.

427      WALLS - CLOSER. The movement isn't water at all. It's the     427
         restless shrugging of bats. Thousands of bats.

428      Bruce presses on. Sweat beads on his face.                    428

         Ahead, a diffusion of moonlight illuminates a curving
         rock chamber, bats here too bringing the walls to life.

         Bruce moves into the moonlight. Looks up.

429      BRUCE - POV. A narrow chute. The fall he took as a child.     429

         He kneels, there on the floor, worn by years of weather,
         a single book. A diary.

         Bruce kneels, touches the leather cover, fingers
         lingering for a moment on his father's embossment, before
         he turns yellowed pages to the last entry. Painfully, by
         moonlight, he reads.

                                 BRUCE (OVER)
                          (dreaded confirmation)
                   Bruce insists on seeing a movie

         He pauses, gathers himself. He continues.

                                 BRUCE (OVER)
                   But Martha and I have our hearts set
                   on Zorro, so Bruce's cartoon will
                   have to wait until next week.

         Bruce stares at the book in disbelief. Then he looks up
         at the moonlight, tears streaming down his face.

                   ...Not my fault. It wasn't my fault.

430      Suddenly, in the darkness ahead, a dark shape moves, head     430
         rising, slits opening to reveal two blood red eyes.

         The giant monarch bat spreads its wings, huge, as it
         rises, suddenly airborne, rushing toward him.

431      BRUCE - CLOSE. And terrified. He turns to run. The bat's      431
         flapping wings BEAT like drums, closing fast.

         Bruce holds his ground. Resolved. He turns and faces the
         monster, SCREECHING towards him, glistening fangs barely
         inches from his face.

         Something remarkable happens. The bat holds its
         position, stares into Bruce's eyes, wings spreading wide.

         A beat. Then Bruce raises his arms, a living mirror. The
         two stand facing each other, man and bat. In the moon-
         light on the wall, their shadows begin to blend, to
         merge, becoming one _SHIMMERING WHITE LIGHT!_

432      INT.  BATCAVE                                                 432

         The mouth of the inner cave. A sudden SCREAMING DIN as a
         storm of bats explode into the cave, a shooting column of
         life and there, from within, steps a man.

433      REVERSE ANGLE                                                 433

         ALFRED stands at the entrance.

                   Master, Bruce?

                   ...Batman, Alfred. I'm Batman.

434      EXT.  NIGHT SKY                                               434

         The Batsignal shines. Suddenly the air above the familiar
         circle begins to shimmer and glow, becoming...

         A giant green question mark. The Batsignal itself is now
         just the small period at the symbol's bottom.

435      INT.  BATCAVE - NIGHT                                         435

         Bruce stands at the ruined control platform. Riddles are
         spread before him. Including the most recent.

                   All the answers are numbers.

                   But 1, 3, 1, 8, & 5. What do they mean?

                   What do maniacs always want?

                   Recognition, of course.

                   Precisely. So this number is
                   probably some kind of calling card.

         Bruce stares at the numbers. Adds them: 18. Squares them:
         1916425. No luck. Starts again, separating them: 13/18/5.

                   Letters in the alphabet.

                   Of course. 13 is M....MRE.

                   How about, MR. E.


                   And another name for Mystery?


                   Exactly. Mr. E. Mister Edward Nygma.

436      INT.  STONE STAIRCASE                                         436

         Bruce leads Alfred through a secret stairway.

                   Good thing Mr. E. didn't know about
                   the cave under the cave.

437      INT.  SUBTERRANEAN CAVE                                       437

         Dark, jagged, surrounded by water. Here, the Batwing and
         Batboat are stored.

                   What now sir?

                   Claw Island. Nygma's headquarters.
                   I'm sure that's where they're
                   keeping Chase.
                   Are all the Batsuits destroyed?

                   All except the prototype with the
                   sonar modifications you so
                   disapprove of. But it hasn't yet
                   been tested.

                   Tonight's a good night.

438      CLOSE ON - Batman's fist being shoved into a new gauntlet.    438

439      CLOSE ON - Batman's new boot snapping shut.                   439

440      CLOSE ON - the improved Utility Belt buckling on firmly.      440

441      CLOSE ON - the new cowl sliding down over Batman's head.      441

442      PULL BACK TO REVEAL                                           442

         The Batman - a darker enemy to fear.

                   What do you suggest, Alfred. By see or by air?

                                 DICK (OVER)
                   Why not both?

         A figure steps out of the shadows. Dick.

         The cape is now black, yellow on the inside only. A red
         armored vest compliments green tights with knee armor, a
         utility belt and flexible black boots.

                   Dick... Where did you get that suit?

                   I...um..took the liberty, sir.

                   I thought you could use a friend.

         Bruce stares at him a beat.

                   Not a friend.

         He extends his hand.

                   A partner.

         The Dynamic Duo clasp hands.

443      EXT.  WAYNE MANOR - TENNIS COURT - NIGHT                      443

         Fast clouds. Bowing trees.

         Suddenly, the entire tennis court slides away.

         The Batwing rises into the night sky.

444      EXT.  STORM DRAIN                                             444

         The Batboat hits the water.

445      EXT.  ROOFTOP OF POLICE HEADQUARTERS - NIGHT                  445

         Commissioner Gordon and his deputy, standing vigil under
         the false moon of the Batsignal.

                   He's not coming. Shut it down.

         The Deputy reaches for the power switch. Suddenly, a ROAR
         cuts the night.

446      ANGLE UP TO                                                   446

         The Batsignal. The ROAR grows louder. Light and shadow
         dance, for a second it seems the Batsignal itself is
         flying toward us. Suddenly --

         The Batwing bursts _through_ the signal.

447      The dark plane BUZZES Police Headquarters, dipping a wing     447
         to Gordon.

448      A triumphant Gordon waves Batman onward.                      448

449      INT.  COCKPIT                                                 449

         Working the controls, Batman is back.

450      EXT.  GOTHAM HARBOR - NIGHT                                   450

         Still, night waters.

         Suddenly, the Batboat, running silent and dark, cuts
         across the harbor.

451      Dick is at the helm, wearing night-vision goggles.            451

452      DICK'S POV -- INFRA-RED. Claw Island looms ahead.             452

453      SEARCHLIGHTS                                                  453

         atop the island headquarters pop on, one by one, flooding
         the water with light.

454      INT.  RIDDLER'S CONTROL CENTER - NIGHT                        454

         The Riddler and Two-Face stand clutching controls on
         opposite sides of a holographically generated game of

         Each is firing tiny blips at the small dot crossing the
         floating screen.



455      EXT.  GOTHAM HARBOR - NIGHT                                   455

         A mortar EXPLODES aft of the Batboat, shooting a WATER
         SPOUT high in the sky.

456      INT.  RIDDLER'S CONTROL CENTER - NIGHT                        456


                   A miss. And my favorite vitamin, I
                   might add.

457      EXT.  GOTHAM HARBOR                                           457

         Another EXPLOSION to stern.

         Dick is thrown as a third shell hits the Batboat. The
         craft EXPLODES.

458      INT.  NYGMATECH - RECREATION ROOM                             458

                   A hit.

                   You sunk my battleship.

459      EXT.  GOTHAM HARBOR - NIGHT                                   459

         Dick slips a re-breather into his mouth. Dives
         underwater, starts to swim towards Claw Island.

460      UNDERWATER                                                    460

         A SPEAR shoots past leaving a trail of bubbles. Another.

461      A HIDDEN BUNKER                                               461

         issues a stream of armed frogmen.

462      EXT.  GOTHAM HARBOR - NIGHT                                   462

         The BATWING soars over the water.

463      INT. BATWING COCKPIT                                          463


         A Dick blip, besieged underwater by frogmen blips.

464      EXT.  CLAW ISLAND - NIGHT                                     464

         A laser shoots from the top of the stronghold, neatly
465      severing one of the Batwing's wings.                          465

466      EXT.  BATWING - GOTHAM HARBOR - NIGHT                         466

         The Batwing dives straight into the river.

467      INT.  COCKPIT                                                 467

         BATMAN - POV - THROUGH THE WINDSCREEN. The water comes up
         fast, a rushing EXPLOSION.

468      EXT.  GOTHAM HARBOR - UNDERWATER                              468

         Dark panels shift, sealing wheel hubs, growing sleek fins
         as the Batwing morphs now into the Batsub.

469      UNDERWATER                                                    469

         Two frogmen hold Dick by arms and legs as several more
         swim towards him with exposed knives.

470      THE BATSUB                                                    470

         BLASTS over an underwater reef.

471      A TORPEDO TUBE - CLOSE. FIRES a dark rocket towards the       471
         frogmen at blinding speed.

472      A FROGMAN - CLOSE. Spins.                                     472

473      FROGMAN'S POV - THROUGH MASK. The torpedo racing towards      473
         him unfurls to reveal...Batman.

474      BATMAN'S FIST smashes the glass of the Frogman's mask.        474

475      THE THUG rises in a mass of bubbles.                          475

476      DICK uses the distraction and kicks free. Batman and Dick     476
         take on the frogmen, hand to hand.

477      EXT.  CLAW ISLAND SHORE - NIGHT                               477

         Batman and Dick break the surface. Dick discards his re-
         breather. Climbs onto the shore.

                   Holy rusted metal, Batman.


         Dick takes a few steps forward, kneels.

                          (off the rusted floor)
                   The ground. It's metal and its full
                   of holes. You know. Holey.

                   This place was a refueling station
                   for subs during the war...

         Just as Batman starts to climb out of the water (OVER) a
         horrendous CRUNCHING as Dick begins to rise.

478      WIDER                                                         478

         The island surface is actually the top of a tremendous
         metal sphere balanced atop an enormous cylindrical oil
         tank, rising, now, fast out of the water.


479      Batman throws a Batarang but it glances off the side of       479
         the sphere.

480      WIDER                                                         480

         Batman stands staring up at Dick, who stands alone atop
         the metal sphere now near five stories high.

         No way up. Batman spots a rusting access panel in the
         giant support cylinder. He RIPS it off and climbs inside.

481      EXT.  DOME                                                    481

         Dick stands looking down at the ocean.

                                 TWO-FACE (OVER)
                   The Bat or the Bird. We couldn't
                   decide who got to kill who.
                          (a beat)
                   Or is it whom?

         Dick spins. Two-Face has emerged from a hatch atop the
         dome. He stands smiling at Dick, a knife in his hands.

                   We flipped for it. We got you.

         Two-Face's leap is savage, catching Dick by the throat.

482      WIDER                                                         482

         The two slide down the sloping edge of the dome, their
         descent stopped by a narrow, rusting metal lip.

         Two-Face SMASHES Dick's head into the side of the dome.
         Once. Twice. Three times.

                   What's wrong, circus-boy? No mommy
                   and daddy to save you?

         Two-Face raises his blade over the dazed Dick. Brings it
         down fast.

         Dick rolls clear, the blade wedging into the rusted metal
         surface. All the time Dick needs. He back-flips erect,
         kicks Two-Face hard in the head.

                   For my mother.

         A flying front kick to the chin.

                   For my father.

         A spinning back kick knocking him to his knees.

                   For Chris.

         Dick hauls off and smashes him in the face.

                   For me.

         The punch sends Two-Face rolling down the side of the
         dome, fingers raking sloping steel, finding no purchase.

483      At the last second, Two-Face grabs a small metal dimple       483
         on the belly of the dome's curve, hanging on for dear
         life, feet kicking wildly over the abyss.

                   The scales are tipped. The blindfold
                   torn from the lady's eyes. Justice
                   will be served.

         The rusting metal bulge starts to tear and break.

                   You're a man after my own heart,

         The metal breaks free.

                   See you in hell.

         Two-Face's hands tear through the rust. He falls.

484      DICK'S HAND grabs him.


         Dick hoists him to safety.

                   No. I'd rather see you in jail.

                   The Bat's taught you well. Noble.

         Two-Face spins, a gun suddenly in his hand, pressing now
         into the flesh between Dick's eyes.

                   A mistake. But definitely noble.

         Two-Face COCKS the trigger.

485      INT.  CYLINDER                                                485

         Immense. Empty. Just the CRASHING surf and rocks below.
         Batman looks up. The ceiling is...

486      A GIANT STEEL GRATE flush with the sides of the cylinder.     486
         Batman loads a Batarang into his launcher. FIRES.

487      THE BATARANG flies high, secures purchase on the grate.       487

488      BATMAN attaches the cable to the winch on his belt.           488
         Begins rising fast.

489      THE GRATE BOLTS                                               489

         EXPLODE, causing the giant grate to fall towards Batman.

490      BATMAN twirls on the rope so he is rising upside down,        490
         his feet racing towards the plummeting grate. He hits a
         switch on his utility belt-

491      THRUSTERS                                                     491

         on his new Batsuit ROCKET him feet first towards the
         descending grate.

492      IMPACT! The grate flips like a pie pan. Batman lets go of     492
         the wire, cutting his thrusters and tumbling in mid-air
         so his hands now extend before him. He grabs one of the
         steel girders in the darkness overhead.

493      Batman hangs, watching the now dislodged grate fall to        493
         the watery depth below. A beat. He hoists himself onto a
         steel platform to face...

494      INT.  RIDDLER'S CONTROL ROOM                                  494

         The Riddler sits across the room in his throne, a huge
         antenna shooting up into the night sky behind him through
         a round hole in the dome. A large ring of Green Neon
         encircles him, feeding him more and more brain power.

                   Welcome to my parlor said the
                   Riddler to the Bat. How's tricks?

                   No more tricks, Edward. Release
                   Chase and Dick. This is between you
                   and me.

         Two-Face steps from behind The Riddler.

                   And me and me.

                          (off the antenna)
                   ...Of course. The Box does more
                   than enhance neural energy. You've
                   been sucking Gotham's brainwaves.

                   And now it's new. Improved. Better
                   than ever.

495      SCREENS - CLOSE - Endless schematics of flickering brains.    495

496                              BATMAN                                496
                   ...The jolt I felt in the beam at
                   your party.
                          (getting it)
                   You've devised a way to map the
                   human brain. To read men's minds.

                   Oh, Bruce, you are clever. How
                   fitting that numbers lead you to me.
                   For numbers will crown me king. My
                   Box will sit on countless TV's
                   around the globe, mapping brains,
                   giving me credit card numbers. Bank
                   codes. Safe combinations. Numbers of
                   infidelities. Of crimes. Of lies
                   told. No secret is safe from my
                   watchful electronic eye. I will
                   rule the planet. For if knowledge is
                   power then tremble world, Edward
                   Nygma has become a God.
                          (to Harvey)
                   Was that over the top?  I can never
                          (to Batman)
                   By the way, B-man, I got _your_

497      SCREENS - CLOSE form a towering picture of Batman.            497

498      OTHER SCREENS - CLOSE form a towering picture of Bruce.       498

499      The images collide, forming a half Bruce, half Batman.        499

                   I've seen your mind. Yours is the
                   greatest Riddle of all. Can Bruce
                   Wayne and Batman ever truly coexist?
                   Stop me if I'm wrong here.

         Batman remains stoic, but The Riddler is right on.

                   So let's help you decide, once and
                   for all, who you really are. Behind
                   Curtain #1...

         A curtain rises: Chase in a cylinder, bound unconscious.

                   The captivating Dr. Chase Meridian.
                   Love of Bruce Wayne's life. Behind
                   curtain #2...

         Another curtain reveals: Dick in similar peril.

                   Batman's one and only partner.
                          (a beat)
                   Below, my personal favorite...

500      TRAP DOORS                                                    500

         beneath Chase and Dick open wide. ANGLE DOWN to the
         jagged rocks and crashing surf below.

                   A watery grave!

501      A BUTTON - CLOSE. Shaped like a glowing green skull.          501

502                              RIDDLER                               502
                   A simple touch and five seconds
                   later these two day players are so
                   much gull feed on the rocks below.
                   Not enough time to save them both.
                   So who will it be? Bruce's love?
                   Batman's partner? You decide. Is
                   this fun or what?

                   Edward, you've become a monster.

                   You flatter me. No monster. Just The
                   Riddler, and here's yours. What is
                   without taste or sound, all around,
                   but can't be found? On your mark,
                   get set...

         The Riddler reaches for the button. Batman steps forward.

503      ANGLE from the water below.                                   503

         The floor between where Batman stands and the Riddler's
         throne platform is translucent. A hologram masking a
         tremendous gap. Batman is about to step into an abyss.

504      Batman stops short. Looks up at Riddler.                      504

                   Death. Without taste, sound and all
                   around us.
                          (getting it)
                   Because there is no way for me to
                   save them or myself. This is one
                   giant death trap.

                   Excellent. See. Who says a guy in a
                   rubber suit can't be smart? Well,
                   it's been grand. Sorry you all have
                   to die now.

         Riddler touches the skull button. (OVER) A SCREECH.

         Batman looks up.

505      HIGH ABOVE the Riddler's antenna a giant monarch bat          505
         glides across the night.

506      THE BAT - CLOSE.                                              506

507      BATMAN - CLOSE. No fear. A moment of communion.               507

                   Wait. I have a riddle for you.

                   For _me_? Really? Tell me.

                   I see without seeing. To me,
                   darkness is as clear as daylight.
                   What am I?

                   Oh please. You're blind as a bat.


         Batman SLAMS his Utility Belt, releasing a high energy
         Batarang which he hurls at the Riddler's huge antenna.

508      THE BATARANG                                                  508

         SMASHES into the Riddler's antenna. A tremendous
         EXPLOSION of sparks as the transceiver short circuits.


         The room goes pitch black.

509      RIDDLER'S FINGER - CLOSE. Hits the skull button.              509

510      DICK AND CHASE                                                510

         drop, plummet through space.

511      BATMAN - CLOSE. Two metal lids SHUT over Batman's eyes.       511

512      BATMAN'S POV - INSIDE THE MASK                                512

         Small sonar screens on the back of Batman's eyepieces
         reveal the phantom floor and the wild criss-cross of
         interconnected steel beams and the crashing ocean below.

513      BATMAN                                                        513

         throws another Batarang, which lassos a beam overhead,
         swings forward, grabbing a falling Chase as he passes,
         depositing her on a steel platform.

514      BATMAN - POV (SONAR SCREENS). Dick drops to certain death.    514

515      BATMAN                                                        515

         dives towards the sea below as he whips another Batarang
516      around a passing girder. He catches Dick just above the       516
         rocks precisely as the Batrope pulls taught, using the
         bat-winch to shoot them back up to the platform.

517      BATMAN - POV (SONAR SCREENS)                                  517

         As he rests Dick on the platform beside Chase. Suddenly
         his world flares a blinding white.

518      TWO-FACE                                                      518

         stands on the platform before him, a halogen light
         strapped around his head, blinding Batman's sensors.

         Two-Face brandishes his gun.

                   All those heroics for nothing. No
                   more riddles, no more curtains one
                   and two. Just plain old curtains.

         He COCKS the trigger.

                   Haven't you forgotten something,
                   Harvey? You're always of two minds
                   about everything....

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

                   Oh. Emotion is so often the enemy of
                   justice. Thank you, Bruce.

         He takes out his famous coin and flips it. Batman starts
         to reach for his Utility Belt, to out-smart Two-Face. But
         as the coin flies high up in the air, it comes down just
         a hair too far away.


519      As Two-Face reaches out to catch it, he loses his balance     519
         and falls to the rocks and angry sea below.

                   Help Chase. I'll be back.

                   Did Two-Face call him Bruce?

                   Of course not.

520      Batman starts scaling girders, pulls himself back into...     520

521      INT.  RIDDLER'S CONTROL ROOM                                  521

         The lights are still down but the antenna's functioning
         again, the Riddler in his throne, absorbing pulses of
         neural energy. Too much. his entire head seems to
         distort, fluctuating in size and wavering.

                   Why can't I kill you? Now there's a
                          (more juice)
                   Not smart enough. Find a way.
                          (more juice)
                   Too many questions.
                          (more juice)
                   Why you and not me?
                          (more juice)
                   Why me?
                          (more juice)

         Batman SLAMS the power switch, the throne going dark.

         EDWARD - CLOSE. Knees drawn to his chest. Pathetic.
         WHIMPERING. Mad.

         Batman looks down, his eyes sad, compassionate.

                   Poor, Edward. I had to save them
                   both. You see, I am Bruce Wayne and
                   Batman. Not because I have to be.
                   Now because I choose to be.

         Batman reaches out to Edward. Ed jerks in fear, looks up.

522      EDWARD'S POV - Coming towards him, not Batman, but a          522
         hideous demonic giant bat.

523      EDWARD - CLOSE. SCREAMS                                       523

524      EXT.  ARKHAM ASYLUM - NIGHT                                   524

         Another stormy night.

525      INT.  MAXIMUM SECURITY WING                                   525

         Dr. Burton walks the corridor with Chase.

                                 DR. BURTON
                   Edward Nygma has been screaming for
                   hours that he knows the true
                   identity of Batman.

         They reach Edward's cell.

526      THEIR POV -- INT.  PADDED CELL                                526

         Lit only by the moon. Chase speaks through the small
         barred set into the heavy door.


                   Who is it?

                   It's Dr. Meridian. Chase. Do you
                   remember me?

                                 EDWARD (O.S.)
                   How could I forget?

                   Dr. Burton tells me you know who
                   Batman is.

                                 EDWARD (O.S.)
                          (giggle, giggle)
                   Yesssssss. I know!

         Chase and Burton look at each other, on edge.

                   Who is The Batman, Edward?

                                 EDWARD (O.S.)
                   Can't tell if you don't say please.

                   You're right, Edward. I didn't mean
                   to be impolite. Please.

         No response. Just GIGGLES.

                   Edward, please. Who is Batman?

         A beat. Suddenly a huge silhouette of a bat appears on
         the padded wall. Into it leaps Edward, the sleeves of his
         straightjacket madly flapping like the wings of a bat.

                   I AM BATMAAAAAAANN!!!

527      EXT.  ARKHAM ASYLUM - NIGHT                                   527

         Chase comes down the front steps to find Alfred waiting
         with the Rolls, holding the rear door open.


                   Mr. Wayne sent me to pick you up.

528      INT.  ROLLS - MOVING                                          528

         Alfred drives out the front gates of Arkham Asylum.

                   Where's Bruce?

                   He asked me to convey his deepest
                   apologies, Dr. Meridian. But he
                   wanted me to give you this.

         Alfred hands her a small wicker figure. The dream doll.

                   He said to thank you. And to tell
                   you he no longer needs it.

         She notices the Batsignal in the night sky.

                   Does it ever end Alfred?

                   No, Miss. Not in this lifetime.

         Chase looks out the car window. In the distance, the
         shape of the bat shimmers against the clouds.

529      ZOOM INTO                                                     529

         The Batsignal, filling the screen.

         PAN DOWN

530      EXT.  TOP OF SKYSCRAPER - NIGHT                               530

         Batman stands on the edge of the gargoyled building, a
         lone silhouette keeping vigil over the city.

         Then another figure steps up into frame, taking his place
         behind Batman. Their capes billow in the city wind.

         Now there are two guardians of the night: Batman and
         Robin. Beware!