Rev. 10/10/88 (Pink)
                                             Rev. 10/12/88 (Blue)






                               "BATMAN"



                              Screenplay

                                  by

                               Sam Hamm

                                  and

                            Warren Skaaren



                    Based on the Character Created

                                  by

                               Bob Kane






                                                         FIFTH DRAFT

                                                         October 6, 1988








        FADE IN:

        EXT. CITYSCAPE - NIGHT

        Gotham City.  The City of Tomorrow:  stark angles,
        creeping shadows, dense, crowded, as if hell had erupted
        through the sidewalks.  A dangling fat moon shines
        overhead.

        EXT. GOTHAM SQUARE - NIGHT

        PUSHERS wave to HOOKERS.  STREET HUSTLERS slap high-fives
        with three-card monte dealers.  They all seem to know
        each other... with one conspicuous exception:

        A TOURIST FAMILY, MOM, DAD, AND LITTLE JIMMY, march
        warily down the main drag.  Just out of a show.  But the 
        respectable theatre crowd has thinned out, and now --
        Playbills in hand -- they're on Gotham's meanest street.

                                MOM
                  For God's sake, Harold, can we
                  please just get a taxi??

                                DAD
                  I'm trying to get a --
                         (shouting)
                  TAXI!!

        Three cabs streak pass and disappear.  Jimmy reads map.

                                JIMMY
                  We're going the wrong way.

        Nearby, STREET TYPES are beginning to snicker.

                                DAD
                  Put that AWAY.  We'll look like
                  tourists.

        TWO COPS lean on their patrol car outside an all-night
        souvlaki stand, sipping coffee and chatting with a
        HOOKER.

        The HOOKER smiles at Jimmy.  Jimmy smiles back.  Mom
        yanks him off down the street and glowers at Dad.

                                DAD
                  We'll never get a cab.  Let's cut
                  over to Seventh.

                                JIMMY
                  Seventh is that way.

                                DAD
                  I know where we are!

        EXT. SIDE STREET - NIGHT (THAT MOMENT)

        Deserted street lined with stripped-down cars.  Family
        marches into the darkness.

                                VOICE
                  Hey, mister.  Gimme a dollar?

        A DERELICT -- nineteen or twenty, acne-scarred -- his
        ratty T-shirt -- "I LOVE GOTHAM CITY" -- family moves on,
        pretending not to hear.

                                DERELICT
                  Mister.  How about it.  One dollar?
                         (standing up)
                  Are you deaf?  -- Do you speak
                  English??

        TOURISTS cross street.  DERELICT doesn't follow.

        Their pace quickens.  A SHADOWY FIGURE in the alleyway.
        A GLOVED HAND slams a GUN across Dad's neck.

        He crumples.  Mom grabs Jimmy and backs up against a
        brick wall, too terrified to scream.  The DERELICT races
        across the street to join his confederate, the STREET
        PUNK, who's already searching for Dad's wallet.

        Mom's ready to snap -- STREET PUNK trains his gun on
        Jimmy.

                                STREET PUNK
                  Do the kid a favor, lady.  Don't
                  scream.

        TEARS stream down her face.  She stifles a scream and
        clutches Jimmy.  He's paralyzed with fear.

        The two PUNKS CHUCKLE and race away.

        Mom's self-control disintegrates -- she begins to SCREAM
        before moving to unconscious Dad.  SCREAM ECHOES.

        EXT. CATHEDRAL - NIGHT

        A darkly ornate Gothic anomaly:  old City Cathedral, once
        grand, long since boarded up.

        STONE GARGOYLES gaze down from their shadowy rooftops.

        Mom's SCREAM (uninterrupted from the previous scene)
        ECHOES up.  And one of the GARGOYLES MOVES.

        EXT. ROOFTOP - NIGHT

        Six stories up.

        The PUNKS -- NICK and EDDIE -- hunker down on the tar-
        and-gravel roof, sizing up their take.

                                NICK
                  All RIGHT.  American Express.
                         (tossing the credit
                          card at Eddie)
                  Don't leave home without it.

        A chill wind BLOWS as Nick counts cash.  There's a
        distant, metallic CLANG; EDDIE hears it and tenses up.

                                EDDIE
                  Let's beat it, man.  I don't like
                  it up here.

                                NICK
                  What are ya, scared of heights?

                                EDDIE
                  I dunno.  After what happened to
                  Johnny Gobs --

                                NICK
                  Look, Johnny Gobs got ripped and
                  walked off a roof, all right?  No
                  big loss.

                                EDDIE
                  No, man.  That ain't what I heard
                  at all.
                         (beat)
                  I heard the BAT got him.

                                NICK
                  The BAT?!  Gimme a break, will
                  you, Eddie?

                                EDDIE
                  Five stories, straight down.
                  There was no blood in the body.

                                NICK
                  No shit.  It was all over the
                  pavement.

        ANOTHER SOUND.  Now even Nick can't ignore the slight
        tingle at the base of his spine... 

                                NICK
                  Shut up.
                         (conclusively)
                  There ain't no bat.

        At the opposite corner of the roof, some fifteen yards
        away... at the end of a line, a STRANGE BLACK SILHOUETTE
        is dropping slowly, implacably, into frame... 

                                EDDIE
                  You shouldn'ta turned the gun on
                  that kid, man.  You shouldn'ta --

                                NICK
                  You want your cut of this money or
                  don't you?  Now shut up!  Shut
                  up --

        BOTH PUNKS FREEZE at the sudden, inexplicable sound of
        BOOTS CRUNCHING ON GRAVEL.  They turn slowly.  Their
        JAWS DROP.

        At the edge of the roof, bathed in moonlight, is a BLACK
        APPARITION.

        Eddie freezes, a choked GURGLE in his throat.  The BLACK
        FIGURE advances and spreads its arms, slowly, majes-
        tically.  GREAT SHADOWY WINGS flap in the wind.

        On its chest is THE EMBLEM OF A BAT, in an oval yellow
        field, glowing like a target in the darkness..

        Nick drops to the gravel, grabs the GUN, and FIRES TWICE.
        TWO CLEAN HITS.  The strange black figure is knocked
        bodily to the roof.

                                NICK
                  -- I'm gettin' outta here.

        He bends to retrieve his loot.  Eddie lets out AN ODD,
        PRE-VERBAL SQUEAL... 

        ... and NICK sees THE HUMAN BAT, BACK ON ITS FEET, NIGHT-
        MARISH, UNDEAD, MOVING SLOWLY AND INEVITABLY CLOSER.

        Panic.  Stolen money flutters out of Nick's hands.  He
        SCUTTLES FRANTICALLY across the roof.  The BLACK SPECTRE
        is blocking his path to the fire escape.  Trapped like a
        rat, Nick FIRES WILDLY.

        Eddie's face is pale.  The BAT treads calmly past.  A LEG
        snakes out.  A BLACK BOOT catches Eddie high on the chest
        -- LIFTS HIM CLEANLY OFF HIS FEET -- AND SENDS HIM FLYING
        THROUGH THE AIR.  Eddie slams into a brick chimney and
        slumps unconscious.

        THE BAT DOESN'T EVEN BREAK HIS STRIDE.  Nick CHARGES past
        the black wraith, toward the fire escape... 

        A GLOVED HAND slices through the air, and Nick pitches
        forward, his legs ensnared in a tangle of WIRES.  SCREAM-
        ING, he drags himself across the gravel roof, the BAT at
        his heels... 'til there's no place left to go.  Nick
        cowers on the edge.

        Nick keeps SHOOTING.  Eyes closed.  Hammer falls on an
        empty chamber, but Nick still pulls the trigger.  He
        MOANS. 

        BAT grabs Nick by the shirt, HOISTS HIM into the air.

                                NICK
                  Don't kill me... don't kill me... 

        Nick opens his eyes... the BAT is standing on the ledge
        of the roof -- HOLDING HIM OUT, at arm's length, over six
        stories of nothingness.  A rasping VOICE.

                                BATMAN
                  You're trespassing, Ratbreath.

        Nick looks down.  Far, far below, CARS wink silently past.

        He looks up.  And sees, in the mirrored lenses where
        Batman's eyes should be, the twin reflections of his own
        stricken face.

                                NICK
                  Trespassing?  You don't own the
                  night.

                                BATMAN
                  Tell your friends.  Tell all your
                  friends.  I AM the night.

        Nick HOWLS.  Batman heaves him roughly back onto the tar-
        and-gravel surface of the roof.  And then -- casually,
        without a moment's hesitation -- steps off the ledge,
        into midair.

        Trembling, Nick crawls to the ledge and looks over...
        finding ABSOLUTELY NO TRACE of the Batman.

        Nick is still SCREAMING as we PAN UP TO Gotham's moon.
        MAIN CREDITS ROLL:

                                  BATMAN

                                                   CUT TO:

        INT. GOTHAM CITY DEMOCRATS' CLUB - NIGHT

        A VICTORY POSTER fills one wall:  "CONGRATULATIONS!  A
        NEW GOTHAM CITY!  HARVEY DENT - DISTRICT ATTORNEY."

        MAYOR BORG, hysterical and self-certain introduces the
        new District Attorney, HARVEY DENT -- a young, determined
        lawyer.

                                MAYOR BORG
                  Across this nation, the words
                  'Gotham City' are synonymous with
                  crime.  Our streets are overrun,
                  and our police officials have been
                  helpless.  As Mayor I promised you
                  that I would root out the source
                  of corruption at the root!  Boss
                  Carl Grissom!  Our new District
                  Attorney Harvey Dent will carry
                  out that promise.  I promise.

        APPLAUSE.  DENT stands to speak.  We SEE a SINGLE EMPTY
        PLACE SETTING at the end of the table -- and an engraved
        placecard which bears the name "BRUCE WAYNE."

                                DENT
                  I'm a man of few words.  But those
                  words will count.  And so will our
                  actions.  I have talked today to
                  Police Commissioner Gordon.

        ANGLE ON JAMES W. GORDON

        Gotham's police commissioner, a distinguished gent in
        his late fifties.

                                DENT
                  He is targeting businesses
                  suspected of fronting for the
                  syndicate in this city.  Within
                  one week we'll knock down their
                  doors and shed the light of the
                  law on that nest of vipers.

        INT. APARTMENT - NIGHT

        A woman's apartment, sparsely furnished but tasteless.
        Modern chairs and coffee table in front of a TV set.
        High-fashion magazine picture blow-ups all modeled by
        the same girl on walls.

        In the foreground:  a MAN'S HAND, long, elegant, and
        manicured, manipulates a DECK OF CARDS, doing a one-
        handed shuffle with extraordinary finesse.

        The TV news has highlights of HARVEY DENT's victory
        speech.

                                DENT (V.O.)
                         (on the TV screen)
                  Together we can make this city
                  safe for decent people --

        THE HAND sets the deck on a table, turns up FOUR JACKS
        off the top.  This most unusual deck sports a .22 calibre
        BULLET HOLE straight through the middle.

                                JACK NAPIER
                  Decent people shouldn't live here.
                  They'd be happier someplace else.

        JACK NAPIER is right-hand man and chief enforcer to
        BOSS CARL GRISSOM.

        He is tough, vain, takes great pride in his appearance,
        and is not reconciled to no longer being twenty one.
        Velvet Death.  ALICIA HUNT -- CARL GRISSOM's woman --
        glides over in her negligee.  Jack has his feet on the
        table, resting on a copy of Vogue on the cover of which
        is a picture of Alicia.  She lifts his feet and rescues
        the magazine.  She is young, very beautiful, and as
        narcissistic as Jack.  She's the model pictured on the
        walls.

                                ALICIA
                  Pretty tough talk about Carl.

                                JACK
                  Don't worry about it.  It this
                  clown could tough Grissom... I'd
                  have killed him by now.

        Alicia knots Jack's loose tie playfully about his neck.

                                ALICIA
                  If Grissom knew about us... he
                  might kill you.

        Jack's eye darts back and forth between the TV and his
        own reflection in a nearby vanity.  Not interested in
        her.

                                JACK
                  Don't flatter yourself, angel.
                  He's a tired old man.  He can't
                  run this city without me.
                         (pause)
                  And besides, he doesn't know.

        Jack remotes OFF the TV.

                                ALICIA
                  You don't worry about anything,
                  do you, Jack?

        Jack gives Alicia a disdainful look, consults his watch, 
        reaches for his topcoat, and stands in front of the
        vanity.  He runs a hand through sculpted hair, checks his
        fine threads.

                                ALICIA
                  You look fine.

        He smiles at himself before turning to the door.

                                JACK
                  ... I didn't ask.

                                                   CUT TO:

        EXT. ALLEYWAY - NIGHT

        The scene of the earlier mugging is now ABUZZ with police
        cars, an ambulance, a forensics van.

        Eddie goes past on a stretcher, catatonic.  Watching him
        are a POLICE MEDIC and a porcine cop, LT. ECKHARDT, who
        jots on a notepad.

                                ECKHARDT
                  No, let me guess.  A gigantic,
                  menacing, supernatural form... in
                  the shape of a bat.

                                MEDIC
                  That's it... What are they SEEING
                  up there?

                                ECKHARDT
                  They're all drinkin' Drano.

                                MEDIC
                  It's still weird, Lieutenant.

                                ECKHARDT
                         (under his breath)
                  Oh Christ, Knox!

        At the mouth of the alley is ALEXANDER KNOX, 30, a crime
        reporter for the Gotham Globe.

                                KNOX
                  Hiya, gents.  I hear we got
                  another bat attack.
                  That's eight 'sightings' now in
                  just under a month.  I hear the
                  Commissioner's opened a file.

                                ECKHARDT
                  Sorry, Knox.  These two slipped
                  on a banana peel.

        Two uniformed PATROLMEN drag a brain-fried Nick past.

                                NICK
                  A bat, I tell you, a GIANT bat!
                  He wanted me to do him a favor...!

        Knox smirks.  Eckhardt and the Medic trade disgusted
        looks.

                                ECKHARDT
                         (irritated)
                  Don't be writing this crap in the
                  newspaper, Knox, it'll ruin your
                  already useless reputation.

                                KNOX
                  Lieutenant.  Lotsa punks in town're
                  scared stiff!  They say he drinks
                  blood.  They say he can't be killed.

                                ECKHARDT
                  I say you're full of shit, Knox.

        Eckhardt turns away in annoyance.

                                ECKHARDT
                  And you can quote me on that!

                                KNOX
                  Lieutenant.  Is there a six-foot
                  bat in Gotham City?
                         (shouting)
                  If so, is he on the police payroll?
                  If so, what's he pulling down
                  after taxes?

        EXT. STREET - NIGHT (THAT MOMENT)

        Eckhardt emerges onto the side street -- and spies a
        STRETCH LIMO IDLING nearby.  Leaning on the hood, waving
        hi, is the dandyish Jack NAPIER.  Jack's odd driver BOB
        HAWKINS polishes the door handle.

        Jack swaggers up and tosses Eckhardt a sandwich bag.

                                JACK
                  I brought you a little snack,
                  Eckhardt.

        Eckhardt looks at the sandwich inside.  It's full of 100
        DOLLAR BILLS.  The cop throws a nervous glance back in
        KNOX's direction and stuffs it quickly in his coat.

                                ECKHARDT
                  Why don't you broadcast it, Napier?

                                JACK
                  Shut up and listen -- Harvey Dent
                  is sniffing around one of our
                  companies.

        Eckhardt bristles.

                                ECKHARDT
                         (testy)
                  That's my territory, Jack.  If
                  there's a problem --

        Suddenly, Jack grabs Eckhardt by the lapels of his
        topcoat.

                                JACK
                  Eckhardt... your problems are our
                  problems.

                                ECKHARDT
                         (knocking his hands
                          away)
                  I answer to Grissom, not to
                  Psychos.

                                JACK
                  Why, Eckhardt.  You should be
                  thinking about the future.

                                ECKHARDT
                         (sneers)
                  You mean... when you run the show?
                  You got no future, Jack.  You're
                  an A-1 nut boy and Grissom knows
                  it.

        Jack claps a hand on Eckhardt's face and shoves him full-
        force into a wall.  Stunned, Eckhardt turns bright red
        and grabs Jack by the coat collar and whips out his gun.

        Jack calmly takes his hand from Eckhardt's face as the
        latter brings the gun up.

                                JACK
                         (relaxed)
                  Watch the suit.

        Breathing heavily, Eckhardt lets go of Jack's coat and
        lowers the gun.

                                JACK
                         (smiles)
                  See.  You can make a good decision
                  when you try.

        Jack LAUGHS insanely in Eckhardt's ashen face, EXITS.
        When Jack is out of earshot, Eckhardt MUTTERS
        menacingly:

                                ECKHARDT
                  And where you been spending your
                  nights, handsome...?

                                                   DISSOLVE TO:

        EXT. GOTHAM CITY SQUARE - DAY

        Hard-hatted Dent and Gordon follow Mayor across the
        construction-filled square.  Preparations are being made
        for a gigantic public event.  Banner goes up saying
        "200TH ANNIVERSARY OF GOTHAM CITY FESTIVAL."

                                MAYOR
                  I don't care how much in debt this
                  festival is.  I want a parade, hot
                  dogs, balloons, the whole schmeer.
                  We're gonna celebrate this 200th
                  anniversary proudly.  And PUBLICLY.

                                DENT
                  We may be celebrating it in
                  bankruptcy court.  The tax base
                  is crumbling, and if this festival
                  crashes you can kiss our bond
                  rating goodbye.  The Festival is
                  $350,000 in the red and we haven't
                  seen one balloon.

                                MAYOR
                  I'll take care of the festival
                  budget.  I've got a party of rich
                  old ladies who'll pay $1000 to see
                  the inside of Wayne Manor.  You
                  fill this square with people, kids,
                  dogs, families, and the businesses
                  will come back here.

                                GORDON
                  I think a lot of people might stay
                  away, Mayor.  They're scared.

                                MAYOR
                  They won't be scared when you've
                  got Grissom in that courthouse.  I
                  promised that, right?

        Gordon nods as Mayor marches across the square.

        INT. GOTHAM GLOBE - CITY ROOM - DAY

        Gotham's leading tabloid daily.  KNOX RUSHES IN, spots
        BOB THE CARTOONIST at his drafting table, with several
        amused REPORTERS looking on.

                                REPORTER
                  Well, well.  Count Dracula!  You
                  seen Bigfoot lately?

                                ANOTHER REPORTER
                  They BURIED your story on the
                  Batman.

                                REPORTER
                  They bury garbage.

                                KNOX
                  This is the Pulitzer prize zone,
                  boys!  You wait!

                                BOB
                  Oh, Knox -- I got something for
                  you.

        BOB holds up a drawing of a HUMAN BAT, with an awful,
        fanged rodent's face, wearing a business suit.  The cap-
        tion reads:  "HAVE YOU SEEN THIS MAN?"

        The REPORTERS CRACK up.  Knox, who's used to the ribbing,
        mumbles.

                                KNOX
                  Very nice, boys.  A little more
                  gore on the fangs.
                         (under his breath)
                  What a dick...

        He moves on

        INT. KNOX'S OFFICE - DAY

        Knox approaches but stops in his tracks.

        Propped up on the desk are a PAIR OF EXCEPTIONAL LEGS.
        Knox stares.  He takes her in -- the most beautiful woman
        he's ever seen is attached to the legs.  Leaning back in
        Knox's swivel chair, reading the Globe.  Her face
        obscured by a big outrageous HAT.  He ENTERS.

                                KNOX
                  Hel-lo, legs.

        The hat tips back.  VICKI VALE, her face framed by a
        shock of bright red hair, flashes a dazzling smile.

                                VICKI
                  I'm reading your stuff.

                                KNOX
                  And I'm reading yours.

        He looks at the oversized CAMERA BAG with decals all over
        it.  Monogrammed "V.V."  She stands, shakes hands.

                                VICKI
                  Hi, I'm Vicki Vale.

        Her attitude is strong, hip, professional.

                                KNOX
                  Vicki Vale... Vicki Vale... Let's
                  see... Vogue, Cosmo... I've seen
                  your stuff.  Listen, you didn't
                  come here to ask me to pose nude,
                  because you're going to need a
                  long lens.

                                VICKI
                  Actually I've been in Corto
                  Maltese.

        She pulls out a sheet of COMBAT PHOTOS -- exploding Jeeps,
        burning huts, bodies in piles.  A bloody revolution.

                                KNOX
                  Hey , a girl could get hurt doing
                  this.

        Knox is impressed but he's also smitten:

                                KNOX
                         (amazed)
                  What are you doing here?

                                VICKI
                  I'm here to see some of the
                  wildlife in Gotham City.

                                KNOX
                  Wildlife... like what?

                                VICKI
                  Like -- bats.

        She indicates his desk which is littered with doodles of
        bats.

                                KNOX
                         (disbelieving)
                  Who sent you?

                                VICKI
                  No one.  I read your piece.
                  There's something about this
                  that's very interesting to me.

                                KNOX
                  What's your angle?

                                VICKI
                  A picture of a guy in a bat suit
                  catching criminals?
                         (her hand sweeping
                          a headline)
                  BATMAN SWEEPS CRIME FROM GOTHAM.
                  My pictures.  Your words.  This
                  is Pulitzer prize material.

                                KNOX
                         (exhilarated)
                  You're a visionary.  Problem is,
                  you're the only one who believes
                  me.  I need something tangible.
                  Gordon's got a file on this but I
                  can't get him on the phone.

        A sly look crosses Vicki's face.

                                VICKI
                  He'll be at Bruce Wayne's benefit,
                  won't he?

                                KNOX
                  I don't seem to be on the guest
                  list.

        Sulking, he doesn't notice Vicki reaching into her camera
        bag.  He doesn't see the small white INVITATION until she
        DANGLES IT right in front of his nose.

                                KNOX
                  Miss Vale... Got a date?

        She flutters her great big eyelashes and shakes her head 
        no.

                                VICKI
                  Will you help me?

                                KNOX
                  Yes.  Will you marry me?

                                VICKI
                  Perhaps.  Do you snore?

        She LAUGHS.  He offers her his arm.

                                KNOX
                  I'll learn.

                                                   CUT TO:

        INT. PENTHOUSE - NIGHT

        A HUGE PLATE GLASS WINDOW on the best view in Gotham.  
        CARL GRISSOM, criminal kingpin, is 50, utterly without 
        charm.

        His LIEUTENANTS -- bloodless white-collar types as well
        as a few outright GOONS -- are sprawled nearby in easy
        chairs.  Grissom waves a copy of the Globe -- with HARVEY
        DENT staring out from page one.

                                GRISSOM
                  Say this son of a bitch makes a
                  connection with us and Axis
                  Chemicals, what kind of damage are
                  we looking at?

                                ACCOUNTANT
                  If he ties us in with Axis Chemical,
                  we're dead and buried.
                         (clearing his throat)
                  We should move immediately.

        Jack slouches in an easy chair doing his one-handed
        shuffle.

                                JACK
                  Let's just break-in, trash the
                  office, make off with the books...
                  and call it 'industrial espionage.'

                                GRISSOM
                  Smart thinking, Jack.
                  That's the way to go.  In fact --
                  I'd like you to handle this
                  operation personally.

        Jack's hand FREEZES over his lucky deck.  Nervously, he
        turns a card off the top.  It's not a jack; it's a Joker
        -- a Joker with a neat, round, .22 calibre HOLE through
        its face.

        At this exact moment, METAL DOORS slide back -- and
        ALICIA HUNT steps out of GRISSOM's private elevator with
        an armful of SHOPPING BAGS.

                                GRISSOM
                  Hello, sweetheart.  I wonder if
                  you'd mind waiting in the other
                  room.

        Alicia's gaze meets Jack's nervously as she vanishes
        through a side door.  The eye contact is not lost on 
        Grissom.

                                GRISSOM
                  Thank you, gentlemen.  That's all
                  for now.

        Grissom's CRONIES FILE OUT.  Jack, troubled, lingers
        behind.  He looks miserable and obviously doesn't want
        to go.

                                JACK
                  Carl, can't we send somebody else?
                  The fumes in that place...

                                GRISSOM
                  Jack, it's an important job -- I
                  need someone I can trust.  You're
                  my number one guy.
                         (beat)
                  Now don't forget your lucky deck.

        Jack, resigned, pockets the deck and leaves.

                                GRISSOM
                         (wolfish grin)
                  My friend, your luck is just
                  about to change.

        Alicia APPEARS in the doorway, modeling her new
        purchases.

                                GRISSOM
                         (smiling into phone)
                  Get me Lieutenant Eckhardt.

                                                   CUT TO:

        EXT. WAYNE MANOR - ESTABLISHING - NIGHT

        A vast, rambling mansion on sixty wooded acres a half-
        hour's drive from Gotham.  Out front, a team of
        red-jacketed VALETS are parking expensive cars.

        INT. BALLROOM - NIGHT

        The ballroom is outfitted with roulette wheels for a
        CASINO NIGHT.  Gotham's POWER ELITE eagerly throw cash
        into Mayor's festival kitty.  Small banner "SAVE THE
        FESTIVAL!"

        ANOTHER ANGLE - HANDSOME YOUNG BRUCE WAYNE

        enters from the kitchen.  He's a rich, smart guy with a
        thousand things on his mind.  But when you think he's not
        paying attention -- you're dead wrong.  He doesn't miss
        a thing.

        A WAITER hands him something to sign.  He signs and the
        waiter EXITS.  Left with the pen, he isn't sure what to
        do with it.  He looks around and finally decides to put
        it in a flowerpot.  Just then ALFRED THE BUTLER, 60s
        mannered but with sense of humor, APPEARS and takes it
        from him.  Alfred smiles as Bruce continues through the
        foyer past --

        In his cheap suit, stands Knox -- staring inquisitively
        up at the ceiling.

        Alfred appears with a tray of champagne glasses.  He,
        too, looks up at the ceiling.

                                ALFRED
                  Can I help you, sir?

                                KNOX
                  You know if you cut your bath in
                  half, you'd have my whole
                  apartment.

                                ALFRED
                  We do have a rather large
                  bathroom, sir.
         

                                KNOX
                  No, I meant your bath... as in
                  TUB.

        Knox takes a drink and Alfred MOVES ON.

        ANOTHER ANGLE

        Alfred stoops to pick up some glasses, the other glasses
        on his tray slide.  He's caught a bit.  Vicki catches the
        glasses.  Vicki smiles.

                                VICKI
                  You okay?

                                ALFRED
                  Yes, thank you.

        A small bond has been formed.  Alfred CONTINUES on his
        way.  As an afterthought Vicki calls after him.  Stops.
        Bruce has been watching.  Vicki turns to him.

                                VICKI
                  Excuse me... which one of these
                  guys is Bruce Wayne?

                                BRUCE
                         (caught off guard)
                  I... I'm not sure.

                                VICKI
                  Thanks.

                                BRUCE
                  Uh... yeah.

        Vicki WALKS AWAY.   Bruce watches her, very intrigued.

        ANGLE ON GORDON

        At craps table, blowing into his fist, he rolls dice.
        Snake eyes.  He passes the dice as Knox and Vicki PUSH
        UP.

                                KNOX
                  Commissioner Gordon, Mrs. Gordon.
                  How nice you look tonight.
                         (to Gordon)
                  Have you heard this crazy rumor
                  that you have opened a file on
                  the Batman?  That's not true is
                  it?

        Knox puts his hands up behind his head and wiggles his
        fingers -- like little bat ears.  Gordon GROANS.

                                GORDON
                  Knox, for the ninth time, there
                  is no bat.  If there were, we
                  would find him -- we would arrest
                  him --

                                KNOX
                  ... find him, arrest him... that's
                  what I always hear, Commissioner.
                  Be straight with me.

        Dent ambles up, claps a hand on Gordon's shoulder.

                                DENT
                  How's your luck, Jim?

                                KNOX
                  Mr. Dent.  Commissioner Gordon and
                  I were just talking about winged
                  vigilantes, what's your stand?

                                DENT
                  Mr. Knox, we have enough real
                  problems in this city without
                  worrying about ghosts.

        AN OFFICER motions to Gordon, who FOLLOWS HIM into
        another room.  Vicki nods at Knox as they slip away to
        FOLLOW THEM.

        ANGLE ON BRUCE

        He watches them.  Especially the beauteous Vicki.

        EXT. AXIS CHEMICAL CO. - ESTABLISHING - NIGHT
         
        A NEON SIGN reads:  "AXIS CHEMICAL.  THE FUTURE IS NOW."
        From the SIGN we PAN TO a METAL SLUICE GATE -- dumping
        TONS of CHURNING TOXIC SLUDGE into Gotham's East River.

        A PLAIN VAN pulls up.  Jack and GOONS get out.

        ANOTHER ANGLE

        The SECURITY GUARD in a booth at the entrance to the lot.
        One of Jack's BOYS creeps up and takes the GUARD out.
        Jack and Goons sneak in.

        INT. WAYNE MANOR - ARMORY - NIGHT

        Knox and Vicki ENTER looking for Gordon.  No luck.  Knox
        goes goggle-eyed at the armory.

                                KNOX
                         (ironic)
                  And here we are in the arsenal.

        On the wall hang EXOTIC WEAPONS.  Every arcane implement
        of death the human mind has ever devised.  Knox lets out
        a low whistle.

                                KNOX
                  Look at this stuff.  Who is this
                  guy?

        Bruce ENTERS and stands just behind them.  Vicki sees
        him, but having seen him earlier, regards him casually,
        like another partygoer.  Bruce listens with interest.

                                VICKI
                  Strange.  He gives to humanitarian
                  causes... And collects all this...

                                KNOX
                  Probably does it to get chicks.
                  They like him for his big charity
                  balls.

                                VICKI
                         (mischievous)
                  I think it's his enormous...
                  bankroll they go for.

                                KNOX
                  Hey, the more they've got, the
                  less they're worth.

                                VICKI
                  This guy must be the most worthless
                  man in America.

                                KNOX
                         (pointing to
                          a sword)
                  Where'd this come from?

                                BRUCE
                  It's Japanese.

        Knox turns.  Bruce is trying to remember, but is really
        watching Vicki.

                                KNOX
                  How do you know?

                                BRUCE
                  Because I got it in Japan.

                                KNOX
                  Who are you?

                                BRUCE
                  Oh... Bruce Wayne.

                                KNOX
                         (extending a
                          hand)
                  Alexander Knox.

                                BRUCE
                         (genuine)
                  I read (present tense) your work.
                  I like it.

                                KNOX
                  Great.  Give me a grant.

        Bruce flips a polite smile at Knox then switches smoothly
        to VICKI, who is amused at being had by Bruce.  She
        sticks out her hand.

                                VICKI
                  Vicki Vale.

                                BRUCE
                  Bruce Wayne.

                                VICKI
                         (smile and edge)
                  ... You sure?

                                BRUCE
                         (smile)
                  I've seen your photographs from
                  Corto Maltese -- You've got an
                  extraordinary eye.

        Bruce is charming.  Knox's territorial instincts arouse.

                                KNOX
                  Some people think she has two.

                                VICKI
                  This is an amazing house.  I'd
                  love to shoot it sometime.

        A WINE STEWARD ENTERS.  Vicki and Knox exchange glances.

                                STEWARD
                  Mr. Wayne, we need to open another
                  five cases of the champagne.  Will
                  that be allright?

                                BRUCE
                  Uh -- yes, sure.  Open six.

        Steward EXITS. Bruce turns back to catch up with himself.

                                BRUCE
                         (to Vicki)
                  Yes... Will you be staying in
                  Gotham for a while?

                                VICKI
                  I'd like to.  I'm intrigued by
                  Alex's giant bat story.

        A RICH COUPLE waves at Bruce as they EXIT.  He politely
        waves to them.  Then he looks after them like he can't
        remember who they are.  Then he does remember.  Then back
        to Vicki.

                                BRUCE
                  Isn't that a little light after a
                  war in Corto Maltese?

                                VICKI
                         (smiling zap)
                  Light?  What do YOU do for a
                  living?

        Alfred appears in the doorway behind them.

                                ALFRED
                  Sir?  Commissioner Gordon was
                  compelled to leave.

                                BRUCE
                  Thank you, Alfred.

        He turns back to Vicki.  Alfred persists.

                                ALFRED
                  Ahem.  Sir -- very unexpectedly.

                                BRUCE
                         (getting it)
                  Oh, thank you, Alfred.
                         (to Vicki)
                  I hope you'll excuse me.

        Vicki smiles.  A connection has been made.  They both
        know it.

                                VICKI
                  Sure.

        Bruce turns to go.  Setting his glass too close to the
        edge of the table.  Alfred calls to him.

                                ALFRED
                  Sir, I think perhaps THIS way.

                                BRUCE
                  Oh yes... thanks.  Oh, Alfred,
                  they need mare wine in the front
                  and someone named Mrs. Daly wanted
                  a copy of the menu.  Oh, and,
                  Alfred.  Give Mr. Knox a grant.

        He winks at Knox. And goes the OTHER way out of the
        roam. Alfred fluidly sweeps up Bruce's glass and follows
        him briskly OUT OF THE ROOM.  Knox is stung and Vicki
        transfixed.

                                KNOX
                  Nice talkin' to ya, Bruce.  Now
                  are the rich odd? Yes they are.
                         (jealous)
                  Helllo?  Vicki?

                                VICKI
                         (waking up)
                  Sorry, I was -- He's comp-lic-ated.

                                KNOX
                  I said odd.

                                VICKI
                  Mm.

                                KNOX
                  Ah -- Well you're not the only fan.
                  This guy loves himself.  There're
                  mirrors in every roam.

        And indeed, the two of them are standing before an
        enormous WALL MIRROR, eight feet wide, running from
        floor to ceiling.

                                KNOX
                  Maybe it should be Bruce VAIN.

                                                   CUT TO:

        REVERSE ANGLE - THROUGH MIRROR

        LOOKING DOWN ON Knox and Vicki THROUGH one-way glass.
        Behind the mirror... recording everything that happens in
        the room... is a small, silent, state-of-the-art SURVEIL-
        LANCE CAMERA.

        CLOSEUP - VIDEO MONITOR

        showing KNOX and VICKI in the library.  The screen we're
        watching is only one in a whole vast bank of video mon-
        itors -- a control center showing everything that happens
        in the house.  The background is blurry, indistinct... but
        we seem to be in the midst of a vast, dark CAVE.

        On another screen, GUESTS move backward with exaggerated
        speed, as a videotape REWINDS.  At the panel, Bruce Wayne
        hits a button -- and watches COMMISSIONER GORDON talking
        to a uniformed PATROLMAN.

                                PATROLMAN (V.O.)
                  -- anonymous tip.  Napier's
                  cleaning out Axis Chemicals.

                                GORDON (V.O.)
                  Good Lord, if we could put our
                  hands on him we'd have Grissom.
                         (obviously agitated)
                  Why wasn't I told about this?
                  Who's in charge of the --

                                PATROLMAN (V.O.)
                  Eckhardt, sir.

                                GORDON (V.O.)
                  Oh my God...

        And suddenly Gordon is grabbing for his coat.  The monitor
        GOES BLACK.  Bruce is somehow different.  More relaxed.
        He stands up.  He gathers himself.  Focuses inwardly in
        a way that empowers him.

                                                   CUT TO:

        EXT. AXIS CHEMICAL COMPANY - PARKING LOT - NIGHT

        POLICE CARS are pulling into the lot.

        Eckhardt circulates among his ARMED SWAT TEAM, handing
        out Xeroxed copies of a MUG SHEET:  Jack NAPIER, front
        and profile.

                                ECKHARDT
                  Shoot to kill.

        INT. AXIS CHEMICAL - FILE ROOM - NIGHT

        SPARKS FLY.  A SAFECRACKER, in welder's mask, trains a
        blowtorch on the office safe.  Behind him, Jack's HOODS
        are at work on the filing cabinets.  Jack stands watch-
        ing, squinting through the fumes.  He holds a silk
        handkerchief over his nose and mouth.

        The SAFECRACKER kills his blowtorch and opens the metal
        door of the safe, giving Jack a good look inside:

                                SAFECRACKER
                  Empty.

        JACK shakes his head:  they've been set up.  A SIREN
        blares outside.

                                JACK
                  We've been ratted out here, boys.

        INT. AXIS CHEMICAL - THAT MOMENT

        Jack and his HOODS duck out of the office, two stories
        above the refinery floor, onto a network of ladders and
        CATWALKS.

        A COP, stationed behind a bank of machinery, shouts out:

                                COP
                  Freeze!

        One of the HOODS OPENS FIRE.  Half of his colleagues dive
        back into the office, looking for a rear exit.  The
        others take off across the CATWALKS.

        INT. FACTORY FLOOR - A MOMENT LATER

        COPS SHOOT BACK as the HOODS scatter.  The COPS' bullets
        puncture ducts and pipes from which gas and unpleasant
        looking liquid begins to leak.

        All at once, a CORRUGATED STEEL DOOR rises -- and COM-
        MISSIONER GORDON MARCHES IN with a squadron of UNIFORMED
        COPS.  He grabs a startled Eckhardt by the shoulder:

                                GORDON
                  What the hell is going on here?

                                ECKHARDT
                  Christ, what are you trying to do
                  -- blow the collar?

                                GORDON
                  I'm in charge here.  Not Carl
                  Grissom.
                         (shouting)
                  I WANT HIM TAKEN ALIVE.  I REPEAT
                  -- ANY MAN WHO OPENS FIRE ON JACK
                  NAPIER WILL ANSWER TO ME!

        Eckhardt SLIPS AWAY INTO THE PLANT.  Gordon realizes he's
        gone and follows with gun drawn.

        ANGLE ON JACK

        Down on the floor, racing, THROWING SWITCHES -- anything
        to create a diversion.  GIGANTIC MACHINES ROAR to life.
        OVERHEAD CHEMICAL TANKS rotate into place above giant
        basins and spew out their contents.

        COPS an Jack's tail.  He SHOOTS at them AND RUNS.

        ANGLE ON CATWALKS

        HOODS 3 and 4 scuttle across the elevated walkways,
        FIRING at the POLICE and PUNCTURING mare DUCTS, PIPES,
        and CONTAINERS, thereby releasing more CHEMICALS.  Their
        HEADS TURN at the sound of a sudden CLANG --

        -- as BATMAN drops onto the catwalk from above.  For a
        moment, they gape.  Then HOOD 4 takes off running; HOOD
        3 turns and LEVELS HIS GUN at Batman --

        -- who goes to his belt for a miniature SPEAR GUN and
        FIRES at HOOD 3... planting a BARBED HOOK in the HOOD'S
        JACKET, SPINNING HIM AROUND.  HOOD 3 drops his gun, slips,
        and -- with a terrible shriek -- TOPPLES OVER THE RAILING.

        The hook in his jacket jerks him up short... leaving him
        to DANGLE thirty feet above the factory floor!

        ANGLE ON COMMISSIONER GORDON

        His gaze whips upward from the dangling hood to the
        figure on the catwalk.  As he's just realized... there
        is a bat.

                                GORDON
                  Oh my God!!

        INT. CHEMICAL SUPPLY ROOM - THAT MOMENT

        Jack looking for an exit.  Behind him, a STEEL DOOR
        begins to rise -- more COPS.  He picks up the axe and
        runs to bottom of iron stairs to huge steel containers
        with DANGER!  HIGHLY TOXIC written on them under SKULL
        AND CROSSBONES.  He swings the axe releasing a river of
        wild-colored poisons.

        ANGLE ON COPS

        At the bottom of the stairs, they RETREAT hastily, bump-
        ing into each other, as POISONS FLOOD toward them.  Jack
        on other side of the chemical moat, throws away the axe
        and climbs the stairs.

        INT. FACTORY FLOOR - A MOMENT LATER

        A RIVER OF CHEMICALS courses out into the main refinery.
        COPS SLIP AND SLIDE on the wet surface of the factory
        floor GASPING on ACID FUMES.

        METAL STAIRS LEADING TO CATWALK

        Jack climbs metal stairs.  Above him, vats of CHURNING
        CHEMICAL SLUDGE -- and SLUICE GATES opening on the East
        River.  It's the waste dump.

        UP ON THE CATWALK, Batman slips into the shadows and
        watches Jack approach.

        Jack reaches the catwalk.  Located above the center of
        it is a glass paneled WINDOW, propped open by a support-
        ing rod.  Beyond this is a forty foot drop to the swirl-
        ing black currents of the East River... and freedom.  To
        reach the window, Jack will be exposed to police bullets.
        He makes a dash for it, and has begun to climb up to it
        on the catwalk railings, when BATMAN HURTLES IN and puts
        him in a wrestling hold.  Jack struggles for a moment,
        then registers what's hit him and freaks out.

                                JACK
                  Jesus!

        But just then...

                                VOICE
                  HOLD IT!

        ANGLE ON FACTORY FLOOR - THAT MOMENT

        Bob's got a gun pointed AT COMMISSIONER GORDON'S HEAD.

                                BOB
                  Let him go or I'll do Gordon.

        A tense moment passes.

        Eckhardt appears on floor.  Looks up at Jack.

        CATWALK - A MOMENT LATER

        Batman releases Jack and stands clear.  Jack straightens
        his clothes and fixes his hair.

                                JACK
                         (smirking at Batman)
                  Nice outfit.

                                GOON
                  Jack, let's get out of here.

        Jack spies .38 AUTOMATIC abandoned an the catwalk.

        ANGLE ON FACTORY FLOOR

        Eckhardt uses this moment to sneak away.  A voice breaks
        the tension:

                                JACK
                  Eckhardt!!  Think about the
                  future!

        ALL EYES TURN to Jack standing poised with the .38 in his
        fist.  He FIRES.  Eckhardt FALLS DEAD.  Jack turns gun
        to Gordon.

        Batman moves.  Jack spins on Batman.

        Their eyes meet for a second.

        TIGHT ON BATMAN

        -- a questioning look on his face.  A spark.

        TIGHT ON JACK

        -- a small smile plays on his lips.

        ON TRIGGER

        -- He FIRES POINT BLANK at Batman.

        ON BATMAN

        --  he swings his heavy cape.  The BULLET RICOCHETS
        DIRECTLY BACK AT JACK.

        AN UNGODLY HOWL OF PAIN echoes out from the catwalk
        above.  Jack reels and staggers, CLUTCHING AT HIS CHEEKS.
        BLOOD GUSHES from between his fingers.

        JACK NAPIER HAS BEEN SHOT THROUGH THE FACE.

        He staggers into the catwalk railing and topples over,
        just managing to grab hold of the lowest rung.  Directly
        beneath him is a catch basin full of BUBBLING TOXIC WASTE.

        ON CATWALK - THAT MOMENT

        Batman leaps and tries to grab Jack's hand.

        Jack drops but catches himself on a pipe.  He's slipping.

        Batman reaches, gets a poor grip.  He stares, perplexed.
        at the stricken expression in Jack's eyes.

                                                   CUT TO:

        ON CATWALK - SAME MOMENT

        Jack is sliding out of Batman's grasp.  A long BEAT --
        Jack looks up at him in terror and SLIPS AWAY to plunge
        the TWO STORIES DOWN into the CATCH BASIN of BUBBLING,
        TOXIC WASTE, SCREAMING ALL THE WAY.

        ANGLE ON FACTORY FLOOR - MOMENT LATER

                                GORDON
                  Goddammit, we had him!

        COPS level their guns on Batman.  A couple of them appear
        at either end of the catwalk, effectively blocking his
        escape.  He takes in the situation, HANDS ON HIS BELT.

                                GORDON
                  Hold it right there..

        Batman raises his hands in a gesture of surrender.  As
        the COPS advance from both ends of the catwalk -- he
        flicks two tiny capsules at the nearby wall.

        A BLINDING FLASH OF LIGHT.  Colors burst in a wild pyro-
        technic display.  COPS stumble backwards, momentarily
        dazzled, as a THICK WALL OF BLACK SMOKE conceals Batman
        from view.

        A tiny grappling hook rockets out of the dense curling
        cloud and catches on the edge of a window in the roof.

                                COP
                  Look!

        The COPS are FIRING WILDLY into the smoke.  But the BLACK
        MAJESTIC FIGURE OF THE Batman whips upward, DISAPPEARING
        into the shadowy heights, safely out of range.

                                COP
                  ... Who is this guy?

                                GORDON
                         (to Cop)
                  I don't know and until we find
                  out, keep a lid on it.

                                                   CUT TO:

        EXT. AXIS CHEMICAL COMPANY - NIGHT (THAT MOMENT)

        A BLACK SHADOW scurries across the roof.  From the il-
        luminated sign with its neon ace, WE PAN DOWN PAST the
        chemical sluice TO a SECOND ACE... a card from Jack's
        lucky deck, pierced by a neat, round bullet hole, bobbing
        on the oily surface of the foul, polluted river.

        Gradually, OTHER CARDS from the deck swirl past:  a nine.
        A deuce.  A queen.  And finally, a Joker -- SHOT CLEANLY
        THROUGH THE FACE.

        A BONE-WHITE HAND BREAKS THE SURFACE as we --

                                                   SHOCK CUT TO:

        INT. GOTHAM GLOBE - CITY ROOM - DAY

        A BANNER HEADLINE on the late edition of the Globe:
        "BATMAN FOILS ROBBERY. JACK NAPIER DEAD.  WHO IS MASKED
        VIGILANTE?"

        Behind the newspaper, feet propped up on his desk, is a
        jubilant Knox.  He's on the horn to Gordon.

                                KNOX
                  Yes, Commissioner.  If there's no
                  Bat, then who dropped this guy
                  Napier into the acid?  Wait a
                  minute, I want to get this on
                  tape.

        He holds a tape recorder up to phone.  Listens.  A LOUD
        CLICK as Gordon hangs up on him.

        Vicki BUSTLES IN with sheaf of photographs.  Starts to
        hang them on wail.  Making a photomontage of the city.
        Cartoonist sticks head in door, tapes drawing of Batman
        with arm on Knox's shoulder.  GUY EXITS.  Knox hangs up.

                                KNOX
                  Vicki Vale!  (I'm) Nostradamus!

                                VICKI
                  Look at this, Allie.

        Knox comes around.  She points to her montage map.

                                VICKI
                  Here's the inner city, and here's
                  Axis Chemicals.  Here are the
                  sightings so far.

                                KNOX
                  Did you do this?  This is great.

                                VICKI
                  Maybe the Batman's got some sort
                  of flight pattern or something.

                                KNOX
                  Yeah, tonight we'll walk the
                  trail.

                                VICKI
                  Tomorrow maybe.  I've got a date
                  with Bruce Wayne.  Sorry.

                                KNOX
                         (shouting)
                  Bruce Wayne?  No, A DATE is when
                  two normal people go out to enjoy
                  each other.  A date for Bruce
                  WAYNE is when he goes out to a
                  restaurant with mirrors, by
                  HIMSELF!

        She plants a kiss on his forehead.

                                VICKI
                  You're awfully sweet to be so
                  concerned but thanks anyway.

        Vicki smiles and EXITS.  Knox looks pole-axed.

                                KNOX
                         (irritated, picking
                          up phone)
                  Copy, get me the morgue.
                         (BEAT)
                  Morgue... give me all you got on
                  Bruce Wayne.

                                                   CUT TO:

        EXT. BRUCE'S ESTATE - RIDING STABLES - SUNDOWN

        Bruce and Vicki GALLOP UP on horseback.  They dismount;
        Bruce grooms his horse.  Vicki watches.

                                VICKI
                  You're not bad on a horse.

                                BRUCE
                  Horses love me.  I keep falling
                  OFF.  Maybe that's why they love
                  me.  You should see me, I'm one
                  big mass of bruises.

                                VICKI
                         (laughing)
                  Maybe we can arrange a little
                  examination?

        Bruce, without missing a beat, puts the curry comb up on
        a rail and turns to her.

                                BRUCE
                  Yeah, how about right now?

        Vicki is caught in her own sexual trap.

                                VICKI
                  Just kidding.

                                BRUCE
                  You thought you had me, didn't
                  you?

        Bruce smiles and walks past her up to the main house.
        Vicki smiles.

        EXT. WAYNE MANOR - PATIO - SUNDOWN

        A broad patio behind the manor, looking out on the es-
        tate.  Bruce and Vicki ARRIVE from the stables.  Alfred
        APPEARS with a bottle of champagne, smiles discreetly at
        Vicki, then DISAPPEARS.  Bruce POPS the cork unhandily.

                                ALFRED
                  The historical Society called to
                  remind you of the banquet.  Should
                  I say you'll be there?

                                BRUCE
                  Yes, absolutely... I'll be there.

        Alfred starts to walk away.  Bruce thinks.

                                BRUCE
                  Alfred... Which Society?

                                ALFRED
                  Historical.

                                BRUCE
                  Oh, yeah, right.  Yes.

        Alfred EXITS.

                                VICKI
                  That Alfred's great.

                                BRUCE
                  I can't find my socks without
                  him.  Been with the family since
                  I was born.

        Pouring, he tries, unsuccessfully to stifle a yawn.

                                VICKI
                          (amused, teasing him)
                  Am I keeping you up?

                                BRUCE
                         (slightly embarrassed)
                  I'm sorry.  I've got a lot going
                  on at the moment.

                                VICKI
                  Like who?

                                BRUCE
                         (flustered)
                  No... Just business... I'll be
                  honest with you, I bore myself
                  silly, tell me about you.

                                VICKI
                  I take pictures.  And I love doing
                  it.   I feel naked without a camera.

                                BRUCE
                         (little smile)
                  Well we better get you one.
                         (as she smiles)
                  Go on.

                                VICKI
                  I'd been floating around for a
                  while, doing fashion.  It was
                  alright... I don't know.  Things
                  change.
                         (searching for an
                          explanation)
                  How old are you?

                                BRUCE
                  Just turned 35.

                                VICKI
                  You've probably had it happen too.
                  You know... you wake up one
                  morning and say, hey this is who
                  I am.  I see things through
                  cameras.  All kinds of things.
                  Not just long legs and great
                  skirts, but... things... You know?

                                BRUCE
                  I'm not sure.

                                VICKI
                  Well... I just picked up and left.

                                BRUCE
                  What did you see?

                                VICKI
                         (sigh, BEAT)
                  A lot'a hotels.  A little terror.  A
                  little love once in a blue moon.

                                BRUCE
                         (pandering it)
                  A little terror.  A little love.

                                VICKI
                         (softly)
                  It's out there.  I was never in
                  the right place I guess.

        Bruce looks around at his opulent estate, falls SILENT.

                                VICKI
                  You're a little elusive, Mr.
                  Wayne.  I feel like there's a lot
                  going on in there.

                                BRUCE
                  Oh... not really.

                                VICKI
                  Come on, say what you're thinking.

                                BRUCE
                  I was just thinking how beautiful
                  you looked on that horse... and
                  that... it's kinda nice to have
                  someone here who notices things.

        She finds herself irrevocably drawn in.

                                VICKI
                         (mischievous; offer-
                          ing her hand)
                  See... I do have an extraordinary
                  eye.

                                BRUCE
                         (taking her hand)
                  Two.

        INT. WAYNE MANOR - NIGHT

        A vast, darkened entry hall, framed by long semicircular
        stairways on either side.  Bruce and Vicki enter; she's
        giddy.

                                VICKI
                  I feel like I'm in Paris in the
                  '30s.  Is this fair?  I'm half
                  drunk and you're not even --

                                BRUCE
                  Two drinks and I'm flying.

        Vicky smiles.  They stare into each other's eyes for a
        moment, on the verge of kissing.

        He's struggling with something.  She touches him.

                                VICKY
                  Why are you afraid of flying?

        He steps towards her and they begin a kiss which turns
        into a passionate embrace.  A FLASH OF LIGHTNING trans-
        ports us to:

        EXT. OFFICE BUILDING - ESTABLISHING - NIGHT

        Broken windows, graffiti on the walls:  a waterfront
        rathole.

        INT. DOCTOR'S OFFICE - NIGHT

        TIGHT ON a face swathed in bandages.  The patient sits
        erect in a wooden chair, surrounded by the grimy para-
        phernalia of an unlicensed gangland doctor.

        The DOCTOR, a nervous little ferret, steps up with a
        pair of scissors.

                                DOCTOR
                  Well, let's see how we did.

        He begins to snip away.  As the bandages come off, we
        get:

        JACK NAPIER'S POV

        The last strands of gauze peel back.  The DOCTOR stands
        there, looking at his handiwork.  His mouth falls open.
        His eyes bug out.  He GASPS.

                                JACK (O.S.)
                  Mirror.

        The DOCTOR just stands there staring AT CAMERA, stock-
        still, apparently transfixed by the sight of Jack's face.

                                JACK (O.S.)
                  Mirror.

        ANGLE ON DOCTOR

        He clears his throat, reaches apprehensively for a hand
        mirror, and passes it OUT OF FRAME to Jack.

        We hear a GASP and SOB.  Two beats.  Then, the sound of
        GLASS SHATTERING as the mirror drops to the floor.  The
        DOCTOR gulps hard.

                                DOCTOR
                  You understand that the nerves
                  were completely severed -- Mr.
                  Napier --

        Jack begins to LAUGH. The DOCTOR turns uneasily away,
        gestures apologetically at his seedy equipment.

                                DOCTOR
                  -- You see what I had to work
                  with here --

        More laughter.  The trembling DOCTOR covers his face with
        one hand, whining now, not daring to look at Jack.

                                DOCTOR
                  -- I'm sure that with proper recon
                  -- recon -- reconstructive
                  surgery --

        A DOOR SLAMS.  Jack is gone.  The grateful DOCTOR breathes
        a sigh of relief and steadies himself on an operating
        table as Jack's AWFUL LAUGH ECHOES in the hall outside.

                                DOCTOR
                         (puzzled)
                  What's so funny?

        INT. BRUCE WAYNE'S BEDROOM - NIGHT

        Vicki is asleep.  CAMERA PANS TO Bruce lying next to her.
        He's silently looking at the cascade of her hair on the
        pillow.  He watches her face, perplexed.  Grandfather
        CLOCK CLANGS.  He checks his watch, stands up and looks
        out window.  He's constrained.  He stretches impatiently.

        ON CLOCK FACE

        TIME HAS PASSED.  PAN TO VICKI -- sleeping.  A RHYTHMIC
        SOUND.  She stirs, half-wakes.  CAMERA PANS to see Bruce,
        upside-down, SLIGHTLY SWAYING in inversion boots.

        INT. GRISSOM'S PENTHOUSE - NIGHT

        The private elevator HISSES open.  JACK steps out,
        bundled up in a trenchcoat, muffler, and slouch hat --
        his face concealed from view.  He plops in the big plush
        swivel chair behind Grissom's desk.

                                GRISSOM (O.S.)
                  That you, sugar bumps?         

        Grissom WADDLES IN fresh out of the shower, a towel
        wrapped around him.  Using a smaller towel to dry his
        hair, it's a moment before he sees the bundled-up figure
        at his desk.

                                GRISSOM
                  Who the hell are you?

                                JACK
                  It's me.  "Sugar Bumps."

                                GRISSOM
                  Jack?
                         (advancing
                          cautiously)
                  Thank God you're alive.  I heard
                  you'd been...

                                JACK
                  Fried.  Is that what you heard?

        Jack stands and gestures him over to the empty chair.
        Grissom moves when he sees the gun pointing at his belly.

                                JACK
                  YOU SET ME UP!
                         (beat)
                  Over a girl.  You must be insane!

        Grissom surreptitiously reaches for a desk drawer.

                                JACK
                  Don't bother.

                                GRISSOM
                  Your life won't be worth spit.

                                JACK
                  I been dead once already.  It's
                  very liberating -- You have to
                  think of it as therapy.

                                GRISSOM
                         (beginning to panic)
                  Jack, listen -- we'll cut a deal --

                                JACK
                  Jack?  Jack's dead, my friend.
                  You can call me Joker.

        He flings away the hat.  RIPS THE MUFFLER from his face.
        And -- as Grissom gasps in shock -- stands revealed in
        his full horrendous glory.

        His flesh is bleached bone-white.  His hair is a luminous
        seaweed-green.  And his cheeks are torn and puckered from
        the bullet wound, TWISTING HIS MOUTH INTO A HIDEOUS,
        PERPETUAL HARLEQUIN'S GRIN.

                                JACK
                  And as you can see, I'm much
                  happier.

        Jack begins to GIGGLE, building to hysterical LAUGHTER.
        Grissom makes a lunge towards his desk drawer.  Jack
        FIRES.  AND FIRES AGAIN UNTIL THE CLIP IS EMPTY.

        EXT. GRISSOM'S BUILDING - NIGHT

        We TILT UP the facade of the skyscraper, arriving finally
        at the TOP FLOOR:  a PLATE GLASS WINDOW spiderwebbed with
        cracks where Jack's bullets hit.

        INT. GRISSOM'S PENTHOUSE - NIGHT (THAT MOMENT)

        Darkness.  JACK -- or, as we'll know him from this moment
        on, The JOKER -- sits in Grissom's swivel chair and
        surveys the moon-drenched city.

                                JOKER
                         (nostalgically)
                  Gotham City.  It always brings
                  a smile to my face.

        As he swivels in the chair he notices a copy of the Globe
        (now blood-splattered) lying on Grissom's desk.  The head-
        line catches his eye.  WINGED FREAK TERRORIZES GOTHAM'S
        GANGLAND.  He picks up the paper and starts HUMMING.

                                JOKER
                  Watch it, Batman.  Wait'll they
                  get a load of me.

                                                   DISSOLVE TO:

        INT. BRUCE WAYNE'S BEDROOM - DAY

        Bruce is asleep, his legs over the back of a chaise
        lounge.  Vicki is dressing.  Alert.

                                VICKI
                  Bruce.  I'm late, but I've a
                  proposition.

        Bruce sits up wearily.

                                VICKI
                  I'll make us lunch tomorrow.
                  At my apartment.  I'll show you
                  same of my photos.  Will you come?

        He's stretching.  A hesitation flashes in his eyes.

                                BRUCE
                  Sure. Oh no... I -- I can't make
                  it.

        Vicki stops brushing her hair.  Checks out his vibes.

                                VICKI
                  Oh.  Is anything wrong?

                                BRUCE
                  No -- I -- I've got a real
                  important meeting.

                                VICKI
                  Well... later in the day?

                                BRUCE
                  No... I... I've got to leave town
                  for a few days.

        Vicki wonders, but continues.

                                VICKI
                  Well... when you get back.

        Bruce thinks.  No answer.  Not wanting too much vulner-
        ability herself, she lightens it up.

                                VICKI
                  Hey, I've got to get moving.  See
                  you.

        She pecks him on the cheek and breezes by him.

                                BRUCE
                  Yeah.  I'll see you.

        DOOR SHUTS.  Bruce thinks.

        IN HALLWAY - ON ALFRED

        Alfred shows her out the door.

                                ALFRED
                  So nice to see you again, Miss
                  Vale.

                                VICKI
                  Yeah.  I guess I'll see you when
                  you guys get back.

                                ALFRED
                  Back, ma'am?  We're here for quite
                  a while I believe.

                                VICKI
                  Oh... never mind.  See you.

        But she noticed.  And it hurt a little.  Bruce was lying.

        INT. ALICIA'S APARTMENT - NIGHT

        Alicia, with an armload of dress bags, ENTERS -- and is
        startled by a VOICE FROM BEHIND.

                                JOKER (O.S.)
                  Honey!

        She pivots.  Her eyes widen.  She SHRIEKS.

        Sitting cross-legged in an easy chair is The Joker.  He's
        in a smoking jacket and slippers, reading the paper, a
        dry martini at his side.

                                JOKER
                  You wouldn't believe what happened
                  to me today.

        Alicia faints.

        INT. PENTHOUSE SUITE - NIGHT

        GANGLORDS stare at Joker at the head of the table.

                                JOKER (O.S.)
                  So that's how it is, gentlemen.
                  Until Grissom resurfaces... I'm
                  the acting President.  And I say
                  we start with this Anniversary
                  festival and run this city into
                  the ground.

        Joker's dressed in a big slouch hat.  His FACE is layered
        with flesh-toned makeup, and his HAIR's been rinsed black.
        But he can't conceal his ghoulish SMILE.  VINNIE RICORSO
        is the smartest of the bunch.  He doesn't believe Joker
        for a minute.

                                RICORSO
                  Why don't we hear this from
                  Grissom?


                                ROTELLI
                  How come you re wearing that stupid
                  smirk?
         
                                JOKER
                  Because life's been good to me.
         
        CARMINE ROTELLI, an exceptionally oily mobster, speaks up:

                                ROTELLI
                  What if we say no?

                                JOKER
                  Nobody wants a war, Carmine.  If
                  we can't do business, we shake
                  hands... and that's it.

                                ROTELLI
                  Yeah?

                                JOKER
                  Yeah.

        ROTELLI stands up and extends a hand.  Joker shakes.
        A JOY BUZZER's concealed in Joker's palm.

        40,000 VOLTS course through ROTELLI's body.  He drops
        back into his seat a blackened husk, SMOKE pouring out
        from his sleeves and shirt collar.

        A SQUAD OF ARMED THUGS BURSTS INTO THE ROOM.  These THUGS
        have all been specially selected and distinctively STYLED
        by the JOKER.  (NOTE:  these are the first of Joker's
        creations   We now begin to see Joker restyling every-
        thing in his world.)

        BOB's now Joker's number two man, staying close to him.

                                JOKER
                  Carmine got a little hot under the
                  collar.

        The Joker begins to LAUGH at his own joke.

                                RICORSO
                         (getting up to leave)
                  ... You're insane!

                                JOKER
                         (affronted innocence)
                  Haven't you heard of the healing
                  power of laughter?

        He begins to LAUGH again, removes his hat and mops sweat
        from his brow, exposing a patch of CHALK-WHITE FLESH --
        to the bewilderment of the ONLOOKERS.

                                JOKER
                  Now GET OUT OF HERE -- And give it
                  some thought.

        Gangsters are ESCORTED OUT by the Joker's thugs.  Joker
        grabs a copy of the Globe.

                                JOKER
                  Bob, I want you to take a camera
                  and follow this reporter Knox.
                  Find out what he knows about
                  Batman.  You got to learn to USE
                  people, Bob.

                                BOB
                  Yes sir.

        BOB EXITS, leaving the JOKER alone with the charred
        corpse of ROTELLI.  The Joker ADDRESSES THE BODY.

                                JOKER
                  Your pals, they're not such bad
                  guys.  What d'you say we give 'em
                  a couple of days to come round?
                         (pause; apparently
                          listening to the
                          corpse)
                  No?
                         (listens again)
                  Grease 'em now?
                         (seems shocked)
                  Okay.
                         (shakes his head mock
                          sorrowfully)
                  You're a vicious bastard, Rotelli.
                  I'm glad you're dead.

        INT. NEWSPAPER MORGUE - DAY

        Vicki looks through filing cabinets.  She's intense.
        Over her shoulder a FILE APPEARS with BRUCE WAYNE on it.
        Knox has it.

                                VICKI
                  I'm looking for that.

        She grabs it and looks through the very thin file.

                                KNOX
                  I thought we were a team here.
                  I'm losing confidence in you --
                  going out with this weirdo.

                                VICKY
                  Speaking strictly professionally
                  right?  This wouldn't be personal
                  issue for you would it?

                                KNOX
                  I just want you to do your job.

                                VICKI
                  I AM doing my job.

                                KNOX
                  Me too.  I'm protecting my partner.
                  The guy collects weird weapons in
                  Japan, probably roller skates
                  through the female population like
                  a bulldozer.

                                VICKI
                  Where does it say that, Knox?
                  There's nothing in this file but
                  social puffery.  No photos, no
                  history.  Nothing.  That's strange.
                  Where's he get his money?  What's
                  he do all day?  Who is he?

        She tosses the file on the floor angrily.  EXITS.

                                KNOX
                  Who cares?

                                                   DISSOLVE TO:

        EXT. WAYNE MANOR - NEXT MORNING

        Vicki in car a block from the Manor.  She looks through
        her telephoto lens.  After a few BEATS -- Bruce Wayne
        emerges from the gates, walking.  He's dressed incognito.
        He carries a package.

        Vicki FOLLOWS him.

        CAMERA FOLLOWS ACTION THROUGH:

        EXT. GOTHAM STREETS - DAY

        As Bruce walks through the city.  He puts on sunglasses
        and seems interested in not being seen.

        Vicki follows along, at a distance.

        EXT. BAD STREET - DAY

        The neighborhood is now bad.  Few people are around.
        Bruce ENTERS a blind alley.

        Vicki steals up to corner to see what he's doing.

        EXT. BLIND ALLEY - DAY

        Bruce looks at the trash-scattered alley.  He looks up
        at the sky, then down at a corner.  He kicks away a Coke
        can, cleans off a spat.

        ON VICKI

        puzzled she raises her camera.

        ON BRUCE

        He unwraps the package.

        Vicki strains to see what he's holding.

        Bruce moves a bit and reveals TWO LONG-STEMMED ROSES.

        Vicki raises camera and SOFTLY CLICKS THE SHUTTER.

        ON BRUCE
         
        He kneels and places the roses as if at a shrine.  He
        holds his hand on his eyes for a BEAT.

        Vicki looks and CLICKS again.  What is he doing?

        ON BRUCE

        He stands and kicks the can back out toward the street.
        He heads out the alley.  Where's Vicki?  When he passes
        by where she was.  She's gone.

        EXT. ANOTHER STREET - DAY

        Bruce walks down Broad Street which leads into the City
        Square.

        CAMERA LINGERS -- Vicki follows at a distance.
         
        ON BRUCE

        As he enters the City Square.

        A PAINTED STREET MIME walks alongside him, feeling his
        way along an imaginary wall.  He is not very good at it,
        and in spite of his heavy makeup you can tell that he's
        rather ugly.

        A COMMOTION catches Bruce's eye.  He steps back to the
        edge of the gathered crowd.

        EXT. CITY HALL - THAT MOMENT

        RICORSO -- the CRIMELORD from the boardroom -- emerges
        flanked by a LAWYER and a pair of BODYGUARDS.  They're
        met by a group of REPORTERS.  Including Knox.

        ON VICKI

        She peers around.  Looking for Bruce.  Can't see him.

                                REPORTER
                  So what is this affidavit you've
                  filed?  Grissom gave you all of
                  his businesses?

                                RICORSO
                  Mr. Grissom asked me, as a personal
                  favor, to take over the operation
                  of his businesses until he returned.

                                KNOX
                  Jeezez, that's a pretty big gift.
                  You must have been VERY close.
                  Did you do a little time together
                  as children?

        Ricorso sneers.  OTHERS LAUGH.

                                KNOX
                  I smell fresh ink, guys.  I'm sure
                  you can prove all this?  Why am I
                  asking?  Of course you can.

        ANGLE ON VICKI

        Getting closer.

        ANGLE ON BRUCE

        Something catches his eye.

        HIS POV - A HALF A DOZEN STREET MIMES

        converging on the scene.  Something's very wrong.  (These
        are Joker's men.)

        Vicki ARRIVES next to Knox.

        ANGLE ON BOB

        taking photos of Knox and Vicki from edge of the crowd.

        ON LAWYER - TIGHT

                                LAWYER
                  We have witnesses.
                  Grissom's signature is perfectly
                  legitimate.

                                VOICE (O.S.)
                  It's legitimate!  I saw him.  I
                  was THERE!

        Crowd parts as a LARGE MIME steps up to Ricorso.  Ricorso
        frowns.

                                NEW GUY
                  I saw it all, he raised his dead
                  hand and signed the paper in his
                  own blood.  And he did it with
                  this pen!

        Mime pulls out a ridiculously long quill pen.  Ricorso
        gapes in puzzlement at him.

        TIGHT ON NEW GUY

        Underneath the white skull cap -- it's the Joker.

                                JOKER
                         (lifting his wig)
                  Hello, Vinnie -- it's me, your
                  uncle Bingo, time to pay the
                  check!

        Joker HURLS the sharp-tipped pen right into Ricorso's
        throat.  Ricorso falls, clutching his throat.

        Someone SCREAMS, reporters SCATTER as MIMES FIRE MACHINE
        GUNS IN THE AIR.

        Vicki dives behind a parked car.  She looks back to see
        Bruce, standing frozen, rooted to the ground.  He's
        watching, transfixed.

        Mayhem prevails.

        ANGLE ON BRUCE

        BRUCE is still frozen to the spot and exposed to the
        "mimes."

        A FEW FEET AWAY

        Vicki crouches behind the car and beckons to him.

                                VICKI
                  Bruce!  Get DOWN!

        He totally ignores her and BEGINS TO WALK.  At first
        slowly, then faster, right toward the Joker.

        ANGLE ON BODYGUARDS

        ON JOKER

        He LAUGHS at the DIN and walks as if immortal through the
        mayhem.  (He never sees Bruce.)

        ON BRUCE

        He's walking the same way, still at a distance from
        Joker.  But his recognition of him is growing.

        ON JOKER

        He reaches his car.  DRIVER rushes to get him out of
        there.

        Bruce now gets close enough to see Joker's face through
        the window.  Joker's car SPEEDS AWAY past him.

        Other cars containing other mimes SPEED AWAY, too.  A
        SILENCE DESCENDS.  Only the SOUNDS OF CRYING and ebbing
        fear.
         
        Bruce stands looking after Joker.
        Suddenly Vicki is there.

                                VICKI
                  Bruce...?

        No answer.  He hardly seems to notice she is there.

        Bruce turns to her.  Sweat pouring down his face.  Looks
        right into her eyes.  She looks at him and sees the signs
        of deep trauma in his eyes.

                                BRUCE
                  I'm sorry, Vicki...

        He turns and DISAPPEARS into the crowd.

                                VICKI
                  Bruce!

                                                   CUT TO:

        INSERT - TELEVISION SCREEN

        A TV CREW broadcasting live from the massacre site.

        The minicam angle WIDENS to include HARVEY DENT and the
        Mayor.  The ANCHORWOMAN thrusts a mike in Mayor's face:

                                ANCHORWOMAN
                  Does this gang war dampen the
                  city's plans for the 200th
                  anniversary festival?

                                MAYOR
                  The festival opens. The police
                  are going to stop these gangsters.

                                ANCHORWOMAN
                  Mr. Dent, what do you think of
                  the theory that the mysterious
                  'Batman' is a mob enforcer killing
                  these men?

        Suddenly there is a terrific SCREAM OF RAGE from O.S.
        and the TV SCREEN SHATTERS.

        JOKER'S BOARD ROOM

        The CAMERA PULLS BACK from the smashed and smoking TV,
        placing us in the JOKER's BOARD ROOM.

        JOKER's in his swivel chair holding an extendible/re-
        tractable pincer on the end of which is a boxing glove
        making a fist.  By squeezing the handle of this he has
        punched the "fist" through the TV screen.  BOB ENTERS.

                                JOKER
                         (furious)
                  Batman!  BATMAN!  Can somebody
                  please tell me what kind of a
                  world we live in where a man
                  dressed as a bat gets my airtime!?
                  This city needs an enema!

        He STORMS OUT of the office into:

        INT. AXIS CHEMICAL COMPANY - DAY

        LOW ANGLE ON the JOKER.  He rushes along a catwalk high
        above the refinery floor.  He passes a COUPLE OF UGLY,
        CRIMINALLY-MINDED SCIENTISTS in white coats, holding
        sheets of calculations.

                                JOKER
                         (SHOUTING over the
                          noise)
                  Have we shipped a million of these
                  things?

                                SCIENTIST
                  Yes SIR!

                                JOKER
                  Ship it all.  Untangle the knots,
                  roll the wheels, I've got my blood
                  up!

        The Scientists look at each other and RUSH into action.

        Joker BANGS OPEN THE DOOR TO:

        INT. JOKER'S LAIR - DAY

        A dank, windowless room in the bowels of Axis Chemical.
        Joker is HUMMING, insanely.

        THE CAMERA TRAVELS PAST collages of photographs; each
        photograph cut from scenes of war.

        The CAMERA CONTINUES DOWN a stack of folders.  On one
        document are the initials C.I.A.  On the front of the
        folder can be read "DDID NERVE GAS -- RESULTS OF
        PRELIMINARY EXPERIMENTATION" and stamped across it,
        "DISCONTINUED 1977."  Finally, we see the photos of dead
        soldiers, lips drawn back in chemical-induced grimaces.

                                JOKER
                  Losing is a bad habit, Bob.  So
                  much to do and so little time.

        BOB STEALS IN and offers some photographs.

                                BOB
                  Here's the photos.

        Joker looks them over.

        TIGHT ON PHOTOS

        Joker shuffles through.  Stops on Knox.

                                JOKER
                  Who's this dud?

                                BOB
                  That's Knox.

                                JOKER
                  Bad tie.  No style.

        ON A PHOTO OF VICKI WITH KNOX

                                JOKER
                  Stop the press!!  Who is that?

                                BOB
                  That's Vicki Vale, she's the
                  photographer working with Knox.

        TIGHT ON JOKER

        He's licking his lips.  Looking Vicki up and down.

                                JOKER
                  THAT WOMAN has style!!  Jeezus
                  Marimba!  A lovely beast like
                  that could get a man up and
                  running.

        The JOKER, excitedly HUMMING AWAY begins to cut Vicki's
        picture out of the others.  Leaving a border around her.
        He then fills in border with crayons.

                                BOB
                  She's been dating some guy named
                  Wayne.

                                JOKER
                  She's gonna trade up!  Damn!  It's
                  hard to stay inside the lines!

        Joker pastes Vicki's picture onto a board.

                                JOKER
                  I'm gonna get me a NEW girl,
                  Bobbie.

        THE CAMERA PULLS BACK to reveal that the JOKER is sur-
        rounded, wall to wall, by a collage of pictures of war
        and destruction.  The huge collage forms a birds-eye-
        view map of Gotham.

                                JOKER
                  I've got a mind to make some
                  mayhem.  Phone book!

        INT. WAYNE MANOR - BRUCE'S STUDY - DAY

        Alfred uses a feather duster.  BRUCE ENTERS, obviously
        distraught and exhausted.  Very concerned, Alfred takes
        his coat and hands Bruce a hot towel.  Bruce wipes his
        hands.

                                ALFRED
                  Miss Vale called.  She was rather
                  concerned.
                         (matchmaking a bit)
                  I've noticed that there is a
                  certain weight that lifts when
                  she's here.

                                BRUCE
                  Why don't you marry her, Alfred?

                                ALFRED
                  That's not exactly what I had in
                  mind, sir.

                                BRUCE
                  I can't go on with that, Alfred.
                         (as Alfred nods)
                  Napier's alive.  He's running
                  Grissom's men.  I gotta find out
                  everything the police have on him.

                                ALFRED
                  Yes, sir.

                                BRUCE
                  She's good isn't she?

        Bruce smiles.  Alfred smiles sadly, too.

        INT. VICKI' S APARTMENT - DAY (THAT MOMENT)

        Puzzled, Vicki looks through her photos of Bruce and
        his flowers.

        ON SEVERAL PHOTOS

        of Bruce along his puzzling route.

        TILT UP:  Vicki dials Knox.

                                VICKI
                  Allie.  I want you to check
                  something for me.  Okay?  Find out
                  what's so special about the alley
                  at Pearl and Phillips Streets.
                  'Bye.

        She hangs up.  Looks at photos.

                                VICKI
                  What's up with you, Mr. Wayne?

        PHONE RINGS.  SHE PICKS IT UP.

                                TONY (V.O.)
                  Vicki, this is Tony.  We have a
                  session scheduled and the client
                  INSISTS that you shoot it.

                                VICKI
                  Me?  Tony, I'm kind of busy.

                                TONY (V.O.)
                  The client says he has information
                  about Batman.

        Vicki puzzles.  Chews her lip.

                                VICKI
                  Batman?  When's the session?

                                TONY (V.O.)
                  This afternoon at 3:00.

                                VICKI
                  Alright, I'll be there.

        She hangs up and thinks.

        INT. PHOTOGRAPHER'S STUDIO - DAY

        ROWS OF MAKEUP in startling profusion:  mascara, blusher,
        eyeliner, lipstick.  BEAUTIFUL MODELS giggle into their
        makeup mirrors as VICKI wanders past.

        In a corner of the studio, TONY, a gaunt, tubercular
        British art director, is dressing a swimsuit layout with
        two SUPERMODEL5.  They all AD LIB GREETINGS to VICKI.

                                TONY
                  Come on, girls, magic Vicki is
                  here.  Shine it.  Think of the
                  money.  That's it.

        Vicki gets out her camera.

                                VICKI
                  Tony.  Who's this client that
                  knows about Batman?

                                TONY
                  Never met him.  All I know is
                  he pays cash.

                                VICKI
                  What's his name?

                                TONY
                  Mr. Kerr.

                                VICKI
                  Mr. Kerr?  What's his first name?

                                TONY
                  Joseph, Joe Kerr.

        A look of fear comes over Vicki's face.

        As Vicki looks on, the SUPERMODELS freeze in place
        simultaneously, a strange, STRICKEN LOOK on their faces.

                                TONY
                  Jesus!  Hurry up!  Vicki's
                  expensive.  Show her some bones.

        Suddenly the girls are LAUGHING -- but the laughter is
        unnatural, involuntary.  Vicki, sensing that something is
        terribly wrong, lays a hand on Tony's arm.

        The MODELS, now wearing HUGE SMILES, go into VIOLENT
        SPASMS.

                                TONY
                  Is this some sort of joke? -- OH
                  MY GOD!

        The SUPERMODELS PITCH TO THE FLOOR, shuddering convul-
        sively, their LIPS drawn back in FRIGHTFUL, FROZEN,
        CHEMICAL-WARFARE-TYPE GRINS.  Vicki GASPS.

                                                   CUT TO:

        INT. TELEVISION STUDIO - EVENING

        The "ACTION NEWS" set, with anchors BECKY NARITA and
        PETER McELROY.

                                BECKY
                  The fashion world was stunned
                  today by the sudden deaths of
                  models Candy Walker and Amanda
                  Keeler.  Cause of death has been
                  attributed to a violent allergic
                  reaction, although authorities
                  have not ruled out the possibility
                  of drug use.  Peter?

                                PETER
                  ... and plans continue for the
                  city's 200th birthday as Mayor
                  Borg announced the unveiling of a
                  statue of John T. Gotham, Gotham's
                  founder --

        A TECHNICIAN'S HAND passes a slip of paper INTO FRAME.

                                PETER
                  This just in.  Three mysterious
                  deaths at a beauty parlor in --

        Off to the left, BECKY begins to LAUGH.  PETER FROWNS.

                                PETER
                  Becky!  This is hardly the --
                         (his eyes widen)
                  BECKY!!

        An O.S. CRASH.  PETER jumps out of his seat, mouth agape
        in horror.

        BECKY HAS GONE INTO CONVULSIONS.  CAMERA WHIPS RIGHT AND
        LEFT as she jerks out of her seat and TOTTERS UNCONTROL-
        LABLY across the set, LAUGHING INSANELY.

        TECHNICIANS rush the sound stage in a frenzy.  BECKY
        spins like a dervish and LURCHES BACKWARD over the news
        desk in a death spasm, giving us a quick look at the
        grisly Joker's grin etched on her now-lifeless face.

                                PETER
                  KILL THE CAMERA!!  KILL THE --

        Suddenly, CRACKLING VIDEO STATIC wipes out the screen.  A
        moment later, we're looking at:

        SPLITSCREEN CLOSEUP - THE SUPERMODELS

        Their gorgeous faces sprout BIG, ANIMATED-CARTOON GRINS
        as a BOUNCY TUNE -- "Put on a Happy Face" -- comes up
        underneath.

                                MODELS
                         (cartoon voice)
                  ... Love that Joker!

        INT. SUPERMARKET - DAY

        MUSIC CONTINUES as a deranged pitchman -- The Joker --
        pushes his shopping cart down the aisle.  He waves
        merrily in time to the music.

        INT. STUDIO - VIDEO CONTROL BOOTH - THAT MOMENT

        TECHNICIANS swarm the booth.  The studio feed has been
        JAMMED.  Every monitor shows the Joker's PROMO.

                                DIRECTOR
                  WHERE'S IT COMING FROM??

                                TECHNICIAN
                  I DON'T KNOW!

        CLOSEUP - THE JOKER

        He thrusts a brightly-colored package AT the CAMERA.

                                JOKER
                  ... new improved Joker brand.
                  With my secret sauce... SMYLEX!
                         (a sweep of the hand)
                  Let's go to our blind taste test.

        TIGHT ON ANONYMOUS MAN

        GAGGED AND BLINDFOLDED, tied to his chair, squirming,
        struggling.  On the table before him is a package label-
        led "BRAND X."  A SUPERIMPOSED TITLE reads:  "NOT AN
        ACTOR."

                                JOKER
                  Ooh.  He's not happy!  He's been
                  using Brand X!  But with new
                  improved Joker brand...

        ANGLE WIDENS to include a BLINDFOLDED CORPSE, limp in his
        chair, GRINNING HORRIFICALLY.

                                JOKER
                  ... I get a GRIN -- AGAIN AND
                  AGAIN!!

        INT. GOTHAM BEDROOM - THAT MOMENT

        A YOUNG MAN watching TV as he dresses for a date.  He's
        got an aerosol deodorant poised under one arm.  He looks
        down at the can, suddenly uncertain.  Could it be...?

        INSERT - TV SCREEN - THE JOKER

        Lounging beside a full-sized photo of a Jokerized SWIM-
        SUIT MODEL -- with GREEN HAIR and CHALK-WHITE FLESH.

                                JOKER
                  That luscious tan, those ruby lips
                  -- and hair color so natural, only
                  your undertaker knows for sure!

        INT. GOTHAM KITCHEN - THAT MOMENT

        A FAMILY in their kitchen, eyeing a 12-inch portable as
        MOM serves dinner.  They dig in automatically, then
        FREEZE with their forks in midair.

        EXT. STREET - SERIES OF SHOTS - NIGHT

        DELIVERY TRUCKS, bearing colorful manufacturers' logos,
        drive through the city bringing tainted products to
        market.

                                JOKER (V.O.)
                  I know what you're saying.  Where
                  can I buy these fine new items?
                  -- Well, that's the deal, folks,
                  chances are... you've bought 'em
                  already!

        INT. WAYNE MANOR - STUDY - NIGHT

        Bruce tired, is glued to the tube.  Onscreen, the Joker
        leers -- gives the camera a BIG JUICY WINK.

                                JOKER (V.O.)
                  So if you did... remember, put on
                  a happy face!!

                                MUSIC TAG (V.O.)
                         (SINGING)
                  Joker Brand.  We're changing the
                  face of -- Gooootham!

        MUSIC UP.  VIDEO SNOW fills the screen as the jammed
        transmission ends.  Alfred ENTERS, adds something to the
        folder in front of Bruce.  Bruce reads.

                                BRUCE
                  Assault with deadly weapon age
                  15.  Nice guy.
                         (continues looking)
                  Psychological testing -- high
                  intelligence, unstable, aptitudes
                  science, chemistry and -- art.
                  Chemistry?

        ON BRUCE

        He looks at a photo of Napier.

                                BRUCE
                  Let's go shopping, Alfred.

        SERIES OF SHOTS

        -- The Gotham Globe cartwheeling INTO FRAME:

                            PANIC GRIPS GOTHAM
                   Contaminated Products Claim 13 Lives
                      WHO IS THE MYSTERIOUS "JOKER"?

        -- An ANCH0RWOMAN on the evening news.  Her complexion
        is curiously sallow.  BLACK BAGS show under her eyes.

                                ANCHORWOMAN
                  ... six new deaths, with no clues
                  as to the Joker's deadly weapon.

        -- An ANCHORMAN with a BIG UGLY ZIT on his nose:

                                ANCHORMAN
                  -- and what is the pattern?
                  Foods, alcohol, or beauty and
                  hygiene products.  Cologne,
                  mouthwash, underarm deodorant --

        -- The original ANCHORWOMAN, whose look is now 100 percent
        natural.  Her hair is frizzy.  Her eyebrows are miss-
        ing altogether.  Every wrinkle on her face is plainly
        visible.

                                ANCHORWOMAN
                  Or worse yet, there may BE no
                  pattern.  The search goes on
                  through Gotham's shopping nightmare.

                                                   DISSOLVE TO:

        INT. DENT'S OFFICE - DAY

        The Mayor is distraught.  Dent is on the phone.

                                MAYOR
                  We're having this festival if I
                  have to carry a shotgun and get
                  people there myself.

        Dent hangs up.

                                MAYOR
                  Do you hear the words coming out
                  of my mouth, Dent?  The festival
                  is ON.  You find out what this
                  madman is poisoning us with and
                  fast.  DO I make myself CLEAR?

        Mayor catches a glimpse of himself in mirror.  Checks to
        see that HIS mouth isn't grimacing.

                                DENT
                  We're working on it.

        INT. ARMORY - DAY

        Alfred oils a blow gun.  Bruce ENTERS.

                                ALFRED
                  Oh, sir, did you see the message
                  from Miss Vale.  She'll be ten
                  minutes late in meeting you at the
                  museum.

        Bruce puzzles.

                                BRUCE
                  Am I... I'm not meeting her...?

        INT. ALICIA HUNT'S APARTMENT - THAT MOMENT

        A bone white hand pats a white cheek.  The Joker's rinsed
        his hair black and is applying makeup.  He's done it
        before, many times.  He's getting ready for a date.  A
        drugged voice intrudes.

                                ALICIA (O.S.)
                  Jack?  Where are you going?

        As he looks up at the mirror, we get a quick glimpse of
        Alicia, her face is covered by a shiny white porcelain
        doll's mask.

                                JOKER
                  Daddy's going to make some art.

        INT. FLUEGELHEIM MUSEUM - NIGHT

        A few PATRONS are viewing paintings in a square, open
        atrium, enclosed on all four sides by a BALCONY.  One
        story up, overlooking the atrium, there's a TEA ROOM --
        an airy, fern-filled dining room popular with tourists.

        INT. FLUEGELHEIM - TEA ROOM - NIGHT

        Vicki enters with her camera bag and portfolio -- ready
        for a confrontation with Bruce.

                                  VICKI
                  I'm Vicki Vale -- I had a message
                  to meet Bruce Wayne here.

                                  MAITRE D'
                  Yes, he has not arrived.  We have
                  a table waiting.

        INT. TEA ROOM - NIGHT (TWENTY MINUTES LATER)

        Vicki sipping on a gin and tonic, checks her watch.  A
        WAITER brings her a small parcel, wrapped in brown paper,
        bearing a single word:  URGENT.

                                WAITER
                  Miss Vale, this just arrived for
                  you.

        As the WAITER leaves, she tears off the wrapper.  Inside
        is a small white box and a NOTE -- SCRIBBLED IN CRAYON.

                               DEAR V. VALE,
                          PUT THIS ON RIGHT NOW.

        Vicki opens the box to find a MINIATURE GAS MASK.

        A strange HISSING NOISE.  A few feet away, PURPLE SMOKE
        billows from air-conditioning vent.

        TRAYS OF FOOD CRASH TO THE FLOOR as WAITERS pass out.
        ART LOVERS drop forks, go face down in their pasta salad.

        Vicki hurriedly fits the gas mask over her nose and mouth.
        Within seconds, she's the only one conscious in the room.

        INT. MUSEUM - ATRIUM - THAT MOMENT

        PURPLE SMOKE plumes up as we TILT DOWN toward the floor
        of the atrium.  PATRONS lie sprawled on the floor,
        twisted at odd angles, out cold.

        The doors BURST OPEN and IN WALKS Joker, looking dapper
        in his street makeup and BIG PURPLE POP ARTIST'S HAT.
        He is surrounded by his entourage of UGLY GOONS.  One is
        carrying a huge GHETTO BLASTER which is thumping out
        MUSIC, others are toting battles of champagne and glasses,
        and all have cans of aerosol paint sticking out of their
        packets.  This is a moving nonstop party.  The Joker
        wanders past the artwork examining it with an apprecia-
        tive eye.

                                JOKER
                  Okay, everybody, let's broaden our
                  minds.

        Stepping over collapsed PATRONS, he stops at "BLUE BOY"
        and holds up a PEARL-HANDLED CANE to get a better
        perspective.  Then he pulls a THIN, SHARP SWORD from the
        head of the cane and carves a BIG JOKER SMILE in the
        canvas.

        Manet's barmaid, a Degas ballerina -- all get the Zorro
        treatment.  Behind him, his UGLY CRONIES go to work,
        spraying paint on every canvas The Joker has missed.

        He cocks an eyebrow at Edvard Munch's "THE SCREAM."

                                JOKER
                  I kinda like this one.  Leave it.

        INT. TEA ROOM - NIGHT (MOMENT LATER)

        Vicki at her table, still wearing the gas mask, scared
        as hell.  The Joker saunters over and pulls up a chair.
        He is flanked by TWO UGLY HENCHMEN, one carrying a pair
        of CANDLESTICKS, the other, the GHETTO BLASTER.

                                JOKER
                  I think it's safe to take that off.

        As Vicki, terrified, removes the gas mask, The Joker
        signals to the two UGLY GOONS who swiftly place the
        GHETTO BLASTER and CANDLESTICKS on the table and EXIT.

        The Joker reaches for his lighter and switches on the
        GHETTO BLASTER which produces romantic MUSIC.  A LONG
        JET OF FLAME shoots out of the lighter as he lights the
        candles.

                                JOKER
                         (seductively)
                  You're beautiful.

                                VICKI
                         (nervous)
                  Thank you.

                                JOKER
                  In an old fashioned sort of way.
                  I'm sure we can make you more --
                  today.

        The Joker moves his chair a little closer to Vicki.

                                JOKER
                  THIS your portFOLIO!

                                VICKI
                  ... Yes I'm meeting a friend who
                  I wanted to see my work...

        He leafs through.  Magazine covers of celebrities, heads
        of state and exotic vistas.

                                JOKER
                  Crap.  Crap.  Crap, crap, craaap
                  ... Ahhh.  Now here's good work.

        The COMBAT PHOTOS from Corto Maltese.

                                JOKER
                  The skulls.  The bodies.  You give
                  it all such a glow.
                         (smirking)
                  I dunno if it's art, but I like it.

        Vicki is squirming, but she doesn't care to argue with
        him.

                                JOKER
                         (with deep sincerity;
                          into Vicki's eyes)
                  Let me tell you what I've got in
                  mind, Sweetie.  I was in the
                  bathtub one day, when I realized
                  why I was destined for greatness.
                  You know how concerned most people
                  are about appearances.  This is
                  pretty, that is not.
                         (shakes head)
                  Well, that's all over for me.  In
                  crime the passions ripen fully.
                  Now I DO what others only DREAM
                  of.  I do art, 'til somebody DIES.
                  See???
                         (bigger, insane)
                  I'm the world's first fully
                  functioning homicidal artist!!!

                                VICKI
                  What do you want?

                                JOKER
                  I want my face on the one-dollar
                  bill!

                                VICKI
                         (leaning away)
                  Good goal.  I take it you're
                  joking.

                                JOKER
                         (suddenly furious,
                          he points to his
                          face)
                  DO I LOOK LIKE I'M JOKING?

        As quickly as he has flared into rage The Joker calms
        down again.

                                JOKER
                         (charming)
                  Look, we mustn't mistake ourselves
                  for regular people.  We're ARTISTS.
                  For instance, let me challenge you
                  with a little piece I did.  Bob,
                  Alicia.

        He oozes twisted charm.  He's coming on to her.

                                JOKER
                  You'll make a pictorial record of
                  my work.  You'll be with me in the
                  avant garde.

                                VOICE (O.S.)
                  Jack?

        ALICIA WANDERS IN, drugged, wraithlike.  She's still wear-
        ing the porcelain DOLL'S MASK we saw earlier.

                                ALICIA
                  You said I could watch you improve
                  the paintings.

                                JOKER
                         (rolling his eyes)
                  Oh I'm in trouble now!

        Vicki can't take her eyes off this strange figure.

                                VICKI
                  Why is she wearing a mask?

                                JOKER
                  Well, she's just a sketch really.
                  Alicia!  Come here, have a seat.
                  Show the lady why you wear the
                  mask.

        Alicia sits down numbly and begins to undo the mask.

                                JOKER
                  You see, Miss Vale, Alicia's been
                  made over in line with my new
                  philosophy.  Now, like me, she's
                  a living work of art.

        We're looking at Alicia's profile as the mask comes off.
        The side that's turned to us is indeed beautiful.  But
        the side we can't see... SENDS Vicki RIGHT OVER THE EDGE.
        Vicki lurches out of her seat, knocking it over, HER FACE
        FROZEN IN HORROR.

                                JOKER
                         (modestly)
                  I'm no Picasso.  You LIKE IT?

        Vicki tips a chair in his path.  Horrified, she tries to
        placate him.

                                VICKI
                  It's great.  But what can I do for
                  you?  I...

                                JOKER
                         (miming it out)
                  A little song... a little dance...
                  and Batman's head upon a lance.
                  Tell me what you know about...

        He makes a flapping with his hands indicating Batman.

                                VICKI
                  I don't know anything about Batman.

                                JOKER
                         (getting sexy)
                  Really, well, what do you think
                  about a little 'you and me'?

                                VICKI
                  I think you're insane.

                                JOKER
                  I am?  I thought I was a Pisces!
                         (brightly)
                  C'mon, let's make up.  Here's a
                  flower.

        There's a BRIGHT PURPLE BOUTONNIERE in his lapel.  He
        holds it up for Vicki's inspection as he moves menacingly
        closer.

                                VICKI
                  NO!

        The JOKER squeezes a concealed BULB.  A JET OF CLEAR
        LIQUID spurts out of the FLOWER, NARROWLY MISSING VICKI.

        She GASPS, BUMPS INTO A TABLE.  ACRID BLACK SMOKE rises
        from the floor where the clear liquid hit.  Acid.

        Vicki backs into a WAITER'S CART.  Her hand closes around
        a pitcher.  She FLINGS IT at the JOKER'S HEAD -- DOUSING
        HIS FACE WITH WATER.

        His hands go up and he doubles over, SHRIEKING, MAKEUP
        running through his fingers and onto his suit.

                                JOKER
                         (like the Wicked Witch
                          of the West dissolving)
                  NO!  NO!  I'M MELTING!  I'M
                  MELTING!  OH GOD!  I'M MELTING!
                  HELP ME!

        Vicki is appalled.  She moves towards him.  Her instinct,
        in spite of everything, is to help him in his suffering.
        As she gets close to him and extends a hand, he leaps up
        abruptly, taking his hands from his "melting" face, ex-
        posing the HIDEOUS RAVAGED MESS beneath the makeup.

                                JOKER
                         (gleefully)
                  BOO!

        He advances on Vicki.

        And then -- suddenly -- A SKYLIGHT SHATTERS.  A CAPED
        SHADOW drops to the floor of the tea-room.  And all at
        once, The Joker finds himself face to face with Batman!

        On BATMAN's wrist is a STEEL GAUNTLET.  He aims it at
        THE JOKER.  The Joker stiffens, thinking he's about to
        be shot.  THE BATMAN then fires the gauntlet, the barrel
        of which splits in two before sending two metal spikes on
        wires in opposite directions, either side of The Joker.

        The metal spikes embed themselves in walls on both sides
        of the atrium, creating an escape wire for THE BATMAN.
        In the wink of an eye he grabs Vicki and plunges over
        the balcony, leaving The Joker stunned with amazement.

        INT. MUSEUM - ATRIUM - THAT MOMENT

        The JOKER'S UGLY GOONS can only gape in awe as Batman and
        Vicki swoop past -- swinging across the floor and STRAIGHT
        THROUGH AN ARCHED DOORWAY labelled "EXIT."

                                JOKER
                         (recovering)
                  Those toys!  Where does he get
                  those wonderful toys?
                         (to the Goons)
                  Well don't just stand there!  GO
                  AND ASK HIM!!!!

        THE GOONS charge off.

        EXT. FLUEGELHEIM - NIGHT (MOMENT LATER)

        A SIGN on a black metal stand -- "CLOSED FOR THE DAY" --
        HURTLES through the glass doors.  Batman and Vicki
        HUSTLE THROUGH; he points her to a side alley.  Batman
        lobs a SMOKE PELLET into the doorway of the Fluegelheim.

                                BATMAN
                  GET IN THE CAR!

                                VICKI
                  WHICH CAR?

        Vicki suddenly feels quite stupid.  Because -- while
        there are many cars parked along the side alley -- there
        is only one BATMOBILE.

                                VICKI
                  ... Oh.

        The BATMOBILE is sleek, futuristic, and... well, inde-
        scribable.  Vicki climbs in and is dazzled by a stunning
        array of electronic gadgetry.

                                BATMAN
                  Ignition!

        As he sprints down the alley, a COMPUTER DISPLAY on the
        dashboard registers his unique voiceprint.  A tinny,
        synthesized VOICE repeats the command:

                                COMPUTER (V.O.)
                  Ignition.

        The engines are REVVING UP as BATMAN vaults in.

        JOKER'S GOONS stumble hacking, coughing, blinded by smoke.
        They scatter as the BATMOBILE barrels out of the alley.

        Choking GOONS climb into their van and two cars.

        EXT. STREET - A MOMENT LATER

        The BATMOBILE disappears round a corner in a cloud of
        dust.

        EXT. STREETS - A MOMENT LATER

        PEDESTRIANS scatter as the Joker's two goon cars swerve
        hard left and barrel through a crowded intersection.

        EXT. STREETS - A MOMENT LATER

        BATMOBILE approaches intersection at high speed.  The
        right-side indicator begins to flash.  It seems incredible
        that at this velocity Batman should think it possible to
        make a right-angle turn.  As the BATMOBILE draws level
        with the corner a spike with a wire attached to it
        rockets out of the side of the vehicle and embeds itself
        in a wall.  This enables the BATMOBILE to turn the corner
        without slowing down or spinning off across the inter-
        section.  Having completed the turn, the wire separates
        from the car which continues without losing speed.

        INT. BATMOBILE - THAT MOMENT

        ONLOOKERS gawk as the sleek supercar rips up the pavement.

                                BATMAN
                       Damn!

        EXT. BLIND ALLEY - NIGHT

        Into a blind alley.  Batmobile doesn't slow down.  Bat-
        mobile SPINS ON ITS AXIS 180 DEGREES and goes back where
        it came from.

        EXT. DOWN ANOTHER STREET - NIGHT

        Batmobile moving up on an empty block -- a night construc-
        tion team.  A huge piece of heavy machinery backs up
        slowly and inexorably, blocking the intersection.

        Batman GUNS THE ENGINE.  Swerves left.  Tries to glide
        past.  And hits the brakes -- stopping inches short of
        a head-on collision with a lamppost!

        He jumps out of the car.  No chance to get through.  ON-
        LOOKERS and CONSTRUCTION WORKERS cluster around them: the
        JOKER'S VAN is two blocks back and coming up fast.

                                VICKI
                  Can't we --

                                BATMAN
                  Too many people.  Come on!
                         (as she scrambles
                          out)
                  SHIELDS!!

        The BATMOBILE'S computerized VOICE replies:

                                COMPUTER (V.O.)
                  Shields.

        With a series of CLANGS, CHROME-STEEL PLATES slide into
        place -- across the cockpit, over the tires -- leaving
        the BATMOBILE an inert, impenetrable BLOCK OF BLACK
        METAL.

        Batman and Vicki vault over construction debris.

        INT. VAN - MOVING - NIGHT

        Three police cars, bubbles blazing, overtake the Joker's
        van and bear down on the abandoned Batmobile.  The
        Joker's van does a U-turn and rumbles sedately off.

        EXT. SIDE STREET - NIGHT (THAT MOMENT)

        Batman and Vicki zigzag past storefronts and candy stands.

        INT. CAR - MOVING - THAT MOMENT

        FOUR GOONS with GUNS.  They spot Batman and Vicki coming
        off the side street.  The DRIVER shouts into a radio:

                                DRIVER
                  We got 'em!

        EXT. STREET - NIGHT (THAT MOMENT)

        Batman and Vicki race down the sidewalk.  The car is
        gaining on them.  A SUDDEN SPRAY OF BULLETS shatters a
        storefront.

        BATMAN'S POV

        He sees a RAGAMUFFIN LITTLE GIRL playwalking her doll
        around the corner.

        He rushes and slides on the street, pulling the girl out
        of the way of a HAIL OF BULLETS.

        ON LITTLE GIRL

        She is wide-eyed.  She holds up the dolly for Batman to
        see.

                                LITTLE GIRL
                  Is it Halloween?

        Batman smiles and rushes back to pick up Vicki from
        behind a parked car.  The GOONS DRIVE BY AGAIN.  Batman
        and Vicki RUN into a BLIND ALLEY.

        INT. ALLEYWAY - NIGHT

        They watch the Goons glide past the mouth of the alley.
        Batman looks up five stories, sees a catwalk.

                                BATMAN
                  How much do you weigh?

                                VICKI
                  ... A hundred and eight?

        He's doing some quick mental calculations when the CAR
        reappears -- backing up -- blocking their only avenue
        of escape.  Galvanized, Batman unfurls a rope, HEAVES A
        BATARANG UPWARD, and grabs Vicki roughly about the waist.

                                BATMAN
                  HANG ON!

        THUGS pile out of the car.  The BATARANG catches on the
        catwalk, and Batman triggers the spring-action REEL on
        his utility belt.

        BULLETS zing past as Batman and Vicki WHIP UPWARD like
        fish on a line.  One story; two stories; and then...

        They slow.  They STOP.  They DANGLE IN MIDAIR as the
        Joker's GOONS advance.  Batman wriggles, twists.  Vicki
        SCREAMS.

        Her additional weight is too much for the reel mechanism.
        They're stranded two stories up -- SITTING DUCKS.

                                BATMAN
                  Whatever happens -- DON'T LET GO!!

        He's detached the reel from his own waist and hitched it
        around Vicki's belt.  He LETS GO.

        Vicki rockets upward at blinding speed, SHRIEKING all the
        way.  Batman, his cape billowing, PLUMMETS DOWNWARD.

        Vicki SLAMS up into the catwalk and bobs on the line as
        Batman lands with a loud CRASH, overturning a row of
        garbage cans.  The GOONS are on him in a flash.  Batman
        manages to slam two GOONS into a wall, but before he can
        get to his feet, GOON III slams a lead pipe into the back
        of his skull.

        THUGS circle around him.  The LEAD THUG holds his col-
        leagues back, draws his gun, and fires TWO SHOTS, point-
        blank, at the yellow-and-black INSIGNIA on Batman's
        chest.  The body jerks; they edge closer -- and stop.

                                GOON I
                  ... No blood.

                                GOON II
                  Jesus.  Who is it?  Check his
                  wallet.

                                GOON III
                  Wait a minute.

        GOON III screws up his courage and crouches beside the
        body.  He examines THE Batman's TUNIC.

                                GOON IV
                  What is that?

                                GOON III
                  Some kind of body armor.

                                GOON I
                  He's human after all -- Take the
                  mask off.

        EXT. ROOFTOP - ON VICKI

        VICKI has pulled herself up onto a roof.  Down below, the
        THUGS are removing Batman 5 cowl.  But at this height --
        and this angle -- she can't see his face.  She reaches
        for her CAMERA BAG.

        ANGLE ON GOONS

        Gaping at the shadowed unconscious face of BRUCE WAYNE.
        (NOTE:  WE never see his face, and THEY can't either.)

                                GOON I
                  Get out of the way, I can't see
                  him.

        And at that very instant... A FLASH GUN EXPLODES OVERHEAD.

        Startled, the thugs look up.

                                GOON III
                  Goddam, it's the girl!

        ON VICKI

        A chunk of ledge chips off mere inches from her head as
        the GOONS OPEN FIRE.  She ducks back behind the overhang,
        holds the camera out over the ledge, and KEEPS ON FLASHING
        using her telephoto lens.

        ON THE THUGS

        No sight of Vicki.  They begin to relax a little.

                                GOON II
                  Did you hit her?

                                GOON I
                  I think so.  Wax him.

        They turn their guns on Bruce.  Ready to FIRE.

        A GLOVED HAND snakes out, GRABS GOON I BY THE COATTAIL
        and yanks him DIRECTLY INTO THE LINE OF FIRE.  GOON II
        has PULLED THE TRIGGER TWICE before he knows what's
        happened.

        In one fluid motion Bruce HEAVES GOON I's lifeless body
        THROUGH THE AIR, knocking GOON II backward over a garbage
        can.  GOON II falls and CRACKS HIS HEAD on the nearest
        wall.

        GOON III takes a rabbit punch to the throat.  On the way
        down he catches a STEEL-TOED BOOT in the gut.

        Four seconds after all this began, Batman is alone in the
        alleyway with GOON IV.

        GOON IV has his gun out, but he's shaking too much to
        pull the trigger.  Batman smiles.  GOON IV SCREAMS and
        RUNS FOR HIS LIFE.

        Through all this, Vicki's camera has been poised on the
        ledge, snapping away.  Batman looks up.

        EXT. ROOFTOP - ON VICKI

        She peeks down at the alley.  Limp goons everywhere.
        And, in addition, Batman sees her.

        ANGLE - ON VICKI

        She thinks fast.  She may have a clean photo of Batman's
        face.  She removes the roll, drops it down her blouse,
        and ESCAPES across the roof.

        EXT. ALLEY - ON BATMAN

        Batman sees her disappear.  He looks around, spots the
        BATMOBILE two blocks away.  The car is still there, the
        chrome-steel shields intact.  But DOZENS OF COPS and
        CURIOSITY-SEEKERS are SWARMING ALL OVER the fearsome
        machine.  Batman snorts in frustration.

        Just then, A GIANT THREE-TON CATERPILLAR WINCH rumbles up
        the street toward the Batmobile.  He's about to get towed.

        He takes a RADIO TRANSMITTER from his utility belt:

                                BATMAN
                  Shields open.

        EXT. STREET - ON BATMOBILE

        TWO COPS are crawli