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BATMAN

Screenplay by

Sam Hamm

Based on the Character Created by

Bob Kane

FIRST DRAFT

October 20, 1986

FADE IN:

EXT. CITYSCAPE - NIGHT

The place is Gotham City. The time, 1987 -- once removed.

The city of Tomorrow: stark angles, creeping shadows,

dense, crowded, airless, a random tangle of steel and
concrete, self-generating, almost subterranean in its
aspect... as if hell had erupted through the sidewalks and
kept on growing. A dangling fat moon shines overhead, ready
to burst.

EXT. CATHEDRAL - NIGHT

Amid the chrome and glass sits a dark and ornate Gothic
anomaly: old City Cathedral, once grand, now abandoned --
long since boarded up and scheduled for demolition.

On the rooftop far above us, STONE GARGOYLES gaze down from
their shadowy, windswept perches, keeping monstrous watch
over the distant streets below, sightless guardians of the
Gotham night.

One of them is moving.

EXT. GOTHAM SQUARE - NIGHT

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The pulsing heart of downtown Gotham, a neon nightmare of
big-city corruption, almost surreal in its oppressiveness.
Hookers wave to drug dealers. 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, staring

straight ahead as they march in perfect lockstep down the
main drag. They've just come out of a bit show two blocks
over; the respectable theatre crowd has thinned out, and
now -- Playbills in hand -- they find themselves adrift in
the predatory traffic of 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. MOM grimaces in

frustration as LITTLE JIMMY consults a subway map.

JIMMY
We're going the wrong way.

Nearby, STREET TYPES are beginning to snicker. DAD surveys

them nervously, gestures toward the subway map.

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 (cont.)
We'll never get a cab here. Let's
cut over to Seventh.

JIMMY
Seventh is that way.

DAD
I know where we are!

EXT. SIDE STREET - THAT MOMENT - NIGHT

A deserted access street, sidewalks lined with the husks of

stripped-down cars. MOM, DAD, and JIMMY take a deep breath
and march down the darkened street. A VOICE startles them.

VOICE
Hey, mister. Gimme a dollar?

The VOICE belongs to a DERELICT -- nineteen or twenty,

acne-scarred -- who sits between two garbage cans, his palm
uplifted. His ratty t-shirt reads: 'I LOVE GOTHAM CITY.'

MOM, DAD, and JIMMY pause for the merest of seconds, then
move on -- pretending not to hear.
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DERELICT
Mister. How about it. One dollar?
(standing up)
One dollar, man. Are you deaf?
Are you deaf? -- Do you speak
English??

By now the TOURISTS are halfway across the street.

Mercifully, the DERELICT doesn't seem to be following.

They pick up their pace. They don't see the SHADOWY FIGURE
in the alleyway. They don't see the GUN until a gloved hand
brings it down, butt-first, across the back of DAD's neck.

DAD 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 mouth opens in panic. They can see she's about to

snap -- so the STREET PUNK, still in a crouch, trains his
gun on JIMMY.

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

The poor woman is utterly horrified. TEARS stream down her

face. But she keeps her wits about her, stifles the urge to
shriek, and hustles JIMMY off down the street.

The two PUNKS watch them break into a run -- then chuckle,
slap hands, race off in the opposite direction.

EXT. ROOFTOP - NIGHT

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

NICK
(emptying the wallet)
All right. The Gold Card.
(tossing the credit card
in EDDIE's face)
Don't leave home without it.

A chill wind whips across the roof as NICK extracts the

cash and begins to count it. There's a distant, indistinct
CLANG: metal on metal. EDDIE hears it and tenses up.

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

NICK
What, scared of heights?

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

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

EDDIE
That ain't what I heard. That ain't
what I heard at all.
(beat)
I heard the bat got him.

NICK
Gimme a break, will you? Shut up...

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

NICK
No shit. It was all over the
pavement.

NICK has no patience with campfire tales -- but here on the

roof, in the pale moonlight, he can't ignore the slight
tingle at the base of his spine...

EDDIE
There was no blood, man.
(beat)
My brother says... all the bad things
you done... they come back and
haunt you...

NICK
Listen to this. How old are you?
There ain't no bat.

EDDIE
My brother's a priest, man.

NICK
No wonder you're such a chickenshit.
Now shut up.
(conclusively)
There ain't no bat.

As they speak our attention shifts to a point at the

opposite corner of the roof, some fifteen yards away...
where, 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
Do you want 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.

Standing at the edge of the roof, bathed in moonlight, is a

BLACK APPARITION. IT DOES NOT MOVE.

EDDIE stands rooted to the spot, a choked gurgle in his

throat, as if he's just seen his own death. The BLACK
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FIGURE advances, spreading its arms. Or rather, its WINGS:
GREAT BLACK BATWINGS, flapping in the wind.

NICK drops to the gravel, gropes for the gun, brings it up.

And still the BLACK FIGURE draws closer, deliberate,

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

NICK FIRES TWICE. TWO CLEAN HITS. The strange black figure
is knocked bodily to the roof.

Trembling, sweating buckets, NICK gets to his feet. He

whacks a motionless EDDIE on the arm --

NICK (cont.)
I'm gettin' outta here.

-- and bends to retrieve his loot. EDDIE lets out a

strange, pre-verbal squeal...

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

Panic. Sheer, raw, unrelenting panic. Stolen money flutters

out of NICK's hands. He scuttles around the periphery of
the roof, his feet skidding on the gravel as he searches
for a way down. The BLACK SPECTRE is blocking his path to
the fire escape. Trapped like a rat, NICK FIRES WILDLY.

EDDIE is frozen in place, his eyes glazed over, his face

drained of blood. 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 to the roof unconscious, a broken,
weightless puppet.

THIS ACTION IS SO SMOOTH, SO AUTOMATIC, THAT THE BAT DOES

NOT EVEN BREAK HIS STRIDE. NICK sees his chance and CHARGES
past the black wraith, scrambling toward the fire escape...

A GLOVED HAND slices through the air, and NICK pitches

forward, his legs ensnared in a tangle of WIRES. Screaming
now, he drags himself across the gravel roof, the looming
figure of the BAT at his heels...

... until there's no place left to go. NICK cowers against

the ledge, his pants torn, his hands and knees bloody. He
has dissolved into total mindless hysteria.

Almost by reflex, NICK keeps shooting. He'd do better if he

could manage to open his eyes. By now the hammer is falling
on an empty chamber, but NICK continues, obsessively, to
pull the trigger. He weeps; he moans; he wails...

THE BAT grabs a fistful of NICK's shirt, and with

supernatural ease HOISTS HIM into the air.

NICK (cont.)
Don't kill me... don't kill me...

When NICK finally opens his eyes, he realizes THE BAT is

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standing on the ledge of the roof -- HOLDING HIM OUT, at
arm's length, over six stories of nothingness.

The gruesome black apparition speaks, in a rasping whisper:

BATMAN
I won't kill you. I want you to do
me a favor.

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.

BATMAN (cont.)
Tell your friends. Tell all your
friends.

NICK HOWLS. Almost as an afterthought, THE BATMAN heaves

him roughly back onto the roof. And then -- casually,
without a moment's hesitation -- STEPS OFF THE LEDGE OF THE
ROOF, 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 the bilious yellow

globe of Gotham's moon. MAIN CREDITS ROLL:

BATMAN

CUT TO:

INT. GOTHAM CITY DEMOCRATS' CLUB - NIGHT

An oversized CAMPAIGN POSTER fills one wall: "A NEW GOTHAM.

HARVEY DENT FOR DISTRICT ATTORNEY". We TILT DOWN to find
the man himself, determined, dynamic HARVEY DENT,
addressing a crowd from behind his podium.

DENT
... it is no longer enough to go
after the small-time punks and petty
criminals who infest the streets of
Gotham City. Crime and corruption
must be attacked at the root!

ANOTHER ANGLE - THE AUDIENCE

Civic-minded politicos decked out in fund-raiser finery.

They applaud DENT's tough talk wildly. They've just shelled
out $500 a plate for a chicken dinner, and by God they're
going to enjoy this.

Tuxedoed WAITERS move among the tables, deftly refilling

water glasses. As they do, we SEE an EMPTY PLACE SETTING --
the only one in the hall. Some well-meaning moneybags has
laid out half a grand and then neglected to show up.

The engraved placecard reads: BRUCE WAYNE.

ANGLE ON DENT

DENT
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If elected, my first act as district
attorney will be to return an
indictment against Boss Carl
Grissom!

CUT TO:

INT. APARTMENT - NIGHT

A woman's apartment, decorated in pastel pinks and mauves.

Original paintings and sculptures everywhere. The place
reeks of money.

In the foreground: a MAN'S HAND, long, elegant, manicured.

Manipulating a DECK OF CARDS, doing a one-handed shuffle
with extraordinary finesse.

In the background: a TV set tuned to the 11 o'clock news,

with highlights of HARVEY DENT's campaign speech.

DENT
(on the TV screen)
Together we can make Gotham city a
safe place for decent people to live
and work and play.

THE HAND sets the deck on an end table, raps it twice,

turns up four aces 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 much happier someplace
else.

JACK NAPIER, 32, is right-hand man and chief enforcer to

Boss Carl Grissom. His features are delicate, almost
feminine, and he takes a vain, gangsterish pride in his
appearance. He is also absolutely merciless.

He trains a cold eye on DENT's televised image as ALICIA

HUNT -- 26, beautiful, Carl Grissom's kept woman -- glides
over in her negligee and snuggles up.

ALICIA
Anything new?

JACK
The usual gas. If this clown could
lay a hand on Grissom... I would've
had to kill him by now.

ALICIA finds JACK's necktie draped over a nearby chair. She

begins knotting it playfully about his neck.

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

JACK seems uninterested in her affections. His eye darts

back and forth between the TV and his own reflection in a
nearby vanity.

JACK
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Don't think so, angel. I'm too
valuable. That's the way I've
planned it.
(pause)
And besides, he doesn't know.

JACK checks his watch, reaches for his topcoat, and stands
in front of the vanity. He runs a hand through sculpted
hair, checks out his Albert Nipon ensemble.

ALICIA
You look just fine, Jack.

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, a half-block off Gotham

Square. Only now, the deserted alleyway is a beehive of
activity: police cars, an ambulance, a forensics van.

EDDIE THE PUNK goes past on a stretcher, catatonic.

Watching him are a porcine cop, LT. ECKHARDT, and a POLICE
MEDIC.

MEDIC
That one there won't say a word. The
other one's raving his head off.

ECKHARDT
Variety, huh? The spice of life.

At the mouth of the alley, we find ALEXANDER KNOX --

thirty, hyperactive, a crime reporter for the Gotham
Gazette. At the moment, he's chatting with a uniformed
PATROLMAN.

PATROLMAN
They found him hugging a drainpipe.
He was scared to come off the roof.

KNOX
Great, but tell me: is this another
you-know-what? 'Cause if so, it's
the third one this week.

PATROLMAN
(testily)
I dunno. What's "what"?

KNOX
Good answer. I'm gonna put you in
for a commendation.

KNOX spots ECKHARDT and the MEDIC, waves cheerily, and

saunters down the alley. ECKHARDT curses under his breath.

ECKHARDT
Oh Christ, it's Knox.

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KNOX
Hiya, gents. This anything I should
know about?

ECKHARDT
Nothing out of the routine.

At this exact moment two uniformed PATROLMEN drag a brain-

fried NICK past the mouth of the alley.

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

KNOX tilts one eyebrow. ECKHARDT and the MEDIC trade

disgusted looks.

KNOX
No offense, boys, but these guys are
seeing something up there.

ECKHARDT
No comment. Print what you like.

KNOX
Come on. One question. Is there a
six-foot bat in Gotham City?

KNOX's tone is jokey, but only half-jokey. ECKHARDT snorts

in disgust and turns away. KNOX shouts after him:

KNOX (cont.)
If so, is he on the police payroll?
If so, what's he pulling down after
taxes?

EXT. STREET - THAT MOMENT - NIGHT

We pick up LT. ECKHARDT as he emerges onto the side street.

He's headed for his car when he spies a STRETCH LIMO idling
across the street. Leaning on the hood, waving hi, is the
dandyish JACK NAPIER -- flanked by two impressive GOONS.

ECKHARDT throws a nervous glance back in KNOX's direction.

He turns left, gestures to JACK to meet him farther up the
block. By the time he reaches the corner JACK has swaggered
up alongside him.

ECKHARDT takes a fat brown envelope from JACK and stuffs it

quickly in his coat.

JACK
You didn't show up.

ECKHARDT
We had another bat sighting.

JACK
I'm sure that was vitally important.
Listen: things are heating up.
Someone is leaking information to
Harvey Dent.

ECKHARDT bristles. There's no love lost between these two.

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ECKHARDT
I'm doing the best I can. If it's a
problem --

JACK
Eckhardt... our problems are your
problems.

ECKHARDT
I'll work on it.

JACK reaches out and grabs ECKHARDT by the lapels of his

topcoat -- an Italian job, obviously expensive. He rubs the
material between his fingers.

JACK
Very nice, Lieutenant. But a little
ostentatious on a cop's salary,
don't you think?

ECKHARDT
(knocking his hands away)
I answer to Grissom, punk. Not to
you.

JACK
You're a smart boy, Eckhardt. You
should be thinking about the future.

ECKHARDT laughs in his face.

ECKHARDT
Ambition.
(nodding his head)
Forget it, Jack. You'll never run
that organization.

JACK
And why's that?

ECKHARDT
You're a psycho, friend. You're an
A-one crazy boy and Grissom knows
it.

JACK lashes out and BACKHANDS ECKHARDT across the face. The
fat cop, stunned, turns bright red and CHARGES JACK.

JACK claps a hand on ECKHARDT's face and shoves him back

full-force. The cop sprawls on his ass in the doorway of an
all-night Cuban-Chinese restaurant.

By now PATRONS are staring out of the restaurant windows.

ECKHARDT is livid. His hand goes instinctively to his gun.

JACK
Here. Use mine.

JACK pulls an automatic from his pocket and tosses it in

ECKHARDT's lap. He looks down and laughs, daring ECKHARDT
to pick it up -- just as the two enormous GOONS from the
stretch limo appear behind him for reinforcement.

ECKHARDT wipes blood from his mouth as JACK -- an A-one

crazy-boy grin on his face -- reaches down for the gun.
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JACK (cont.)
It's all right, boys. Lt. Eckhardt
here is a good cop. A real good cop.
(pause; smiling)
Inexpensive.

DISSOLVE TO:

INT. GOTHAM GLOBE - CITY ROOM - DAY

Gotham city's leading tabloid daily. COPY BOYS rush to and

fro; REPORTERS pound out articles on computer terminals.
ALEXANDER KNOX saunters in, a sheath of typed pages in his
hand, and pauses at a CARTOONIST's drawing table.

KNOX
What have you got for me, Jerry?

JERRY holds up a cartoon: a HUMAN BAT, with an awful,

fanged rodent's face, wearing a business suit. The caption
at the top reads: "HAVE YOU SEEN THIS MAN?" KNOX nods in
approval.

KNOX (cont.)
Nice, but... maybe a little more gore
on the fangs, huh?

He pats JERRY on the shoulder, moves on. A BESPECTACLED

COLLEAGUE spots him and calls out:

COLLEAGUE
Hey Knox, you got a visitor.

KNOX
I'm real busy, Clark. Be a pal and
dust him, okay?

COLLEAGUE
This one you might want to dust
yourself.

Curiosity piqued, KNOX moves toward his desk... and stops

in his tracks. Propped up on the desk are a PAIR OF LEGS.
The legs -- exceptionally nice ones -- are attached to a
WOMAN leaning back in KNOX's swivel chair, taking a nap,
her face obscured by a big outrageous hat.

KNOX
... Vicki Vale.

The hat tips back. VICKI VALE, her face framed by a shock
of bright red hair, flashes a dazzling smile. She pulls
KNOX over for a quick smooch and laughs.

VICKI
How'd you know it was me?

KNOX
Honey -- I would know any randomly
selected square inch of Vicki
Vale.
(grinning)
If I had a good enough hint.

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He points at the oversized CAMERA BAG on his desk. It bears
the monogram "V.V." VICKI catches on, makes a face at him.

KNOX (cont.)
Where the hell have you been?

VICKI
A nice, restful vacation.

She reaches into the camera bag and pulls out a stack of
glossy 8x10's: COMBAT PHOTOS from some unspecified war-torn
corner of the world. KNOX leafs though them, impressed.

KNOX
God, a girl could get hurt doing
this.

VICKI
I do get hurt.

She unbuttons her sleeve, rolls it back to show KNOX a long

fresh scar on the inside of her arm. He winces -- then
points to the scar and adds, slyly:

KNOX
Got any more of those?

VICKI
Nothing I'm at liberty to reveal
here. What's new and hot in Gotham
City?

KNOX
It's too good, Vick. We got a six-
foot bat that swoops out of the
night and preys on evildoers.

VICKI
(laughing)
Evildoers, huh? Big or small?

KNOX
Small so far. I mean -- they don't
allow bats in boardrooms, do they.

VICKI
Speaking of which... I hear the
notorious Bruce Wayne is throwing a
big do for the Harvey Dent campaign.

KNOX
Yeah. Hottest ticket in town. Every
law'n'order freak in the city's
gonna be there.

KNOX suddenly freezes. It's just occurred to him that VICKI

may have a purpose in all this.

KNOX (cont.)
Wa-a-it. Vicki. You're not saying --

She reaches back into her camera bag and hands over an
INVITATION. KNOX is all but panting with excitement.

KNOX (cont.)
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Aw, Vicki. Vicki!
(apprehensively)
Got a date?

She flutters her great big eyelashes, shakes her head no.
KNOX grabs her face and plants a kiss on her forehead,
nearly knocking her out of the swivel chair.

KNOX (cont.)
Vicki, baby, I love you, I've always
loved you. Will you marry me?

VICKI
(straightening her clothes)
No.

KNOX
Well, I'm starving. Will you at
least buy me a hamburger?

VICKI
Yes, but please -- be gentle.

Overwhelmed with glee, he offers her his arm.

CUT TO:

INT. PENTHOUSE - DAY

A HUGE PLATE GLASS WINDOW opens on the best view in Gotham.

This spectacular penthouse suite is just one of the power
perks available to CARL GRISSOM, kingpin of the Gotham City
rackets, fat, fifty, and utterly without charm.

GRISSOM, behind a big broad desk, addresses his LIEUTENANTS

-- a fearsome assemblage of bloodless white-collar types
and few outright goons, sprawled in chairs throughout this
makeshift 'boardroom.' The big boss waves a copy of the
Gotham Globe -- with HARVEY DENT's face on the cover.

GRISSOM
Nine points ahead in the new poll. I
don't like the way this is shaping
up.

JACK NAPIER slouches in an easy chair off to GRISSOM's

right, doing his trademark one-handed shuffle.

JACK
We can always pop him. -- Or pop
someone close to him.

LIEUTENANT
Let's feed him to the bat.

This suggestion draws CHUCKLES from several members of the

crowd. GRISSOM is unamused.

GRISSOM
He's going after our front
companies. Specifically Ace
Chemical. Which would tie us
in with Councilman Kane, Senator
Miller... on up the line.
(pause)
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We have to clean out our files
before the subpoena comes down.

LIEUTENANT
How do we go? The usual fire?

GRISSOM
I'm thinking break-in. Trash the
office, remove the relevant
documents...

JACK
"Industrial espionage."

GRISSOM
That's right. And Jack --
(pause)
I'd like you to handle this
operation personally.

JACK has just turned up the third ace off the top of the
deck. His hand freezes in midair.

JACK
... Me?

At this exact moment, METAL DOORS slide back -- and ALICIA

HUNT steps out of GRISSOM's private penthouse elevator.
She's carrying a handful of SHOPPING BAGS.

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

ALICIA's gaze meets JACK's as she vanishes through a side

door. The eye contact is not lost on GRISSOM.

JACK
Why do you need me to handle a
simple break-in?

GRISSOM
(emphatically)
Because I want someone I can
trust.

JACK bridles, but doesn't protest. Nervously, he turns the

fourth card off the top of the deck. It's not an ace.

It's a JOKER -- a Joker with a neat, round, .22 calibre

HOLE through its face.

GRISSOM (cont.)
We'll work out the details later.
But it's got to be soon. -- All
right, that's all for now.

GRISSOM'S CRONIES get up to go. JACK, troubled, lingers

behind a moment.

GRISSOM (cont.)
You don't mind, do you Jack? It's an
important job. I can't trust it to
somebody who'll screw up.

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JACK
I understand.

GRISSOM
(smiling)
Jack. Don't forget your lucky deck.

JACK pockets the deck and leaves. GRISSOM sits behind the
big desk and GRINS WOLFISHLY.

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

He reaches for the phone. ALICIA appears in the doorway

nearby, modeling her new purchases for him. He smiles
coolly at her as he speaks into the receiver.

GRISSOM (cont.)
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: old money, and how. Out front, a
team of red-jacketed VALETS are parking expensive cars.

INT. BALLROOM - NIGHT

A DEALER'S HAND pushes cards out of a shoe (the card kind,

not the Florsheim kind). It's casino night at Wayne Manor;
the ballroom has been outfitted with roulette wheels,
blackjack tables, etc., and the various members of Gotham's
power elite are happily -- and legally -- throwing money
into Harvey Dent's campaign kitty.

DENT himself is surrounded by a gang of political cronies,

telling jokes, calling in favors. VICKI's off in another
group, looking luscious, drawing compliments from big shots
and envious, furtive glances from their wives. And, in a
corner of the room, all alone in his cheap suit, stands
ALEXANDER KNOX -- staring inquisitively up at the ceiling.

A butler, ALFRED, appears alongside KNOX with a trayful of

champagne glasses. He too looks up at the ceiling.

KNOX
How high up would you say that is?

ALFRED
I'd say about thirty feet, sir.

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

ALFRED
Which bathroom is that, air?

KNOX
The small one.

KNOX takes a drink and ALFRED moves on. A moment later,

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VICKI detaches herself from her little circle of admirers
and hooks up with KNOX.

KNOX (cont.)
Man, I feel like Robin Leach. You
actually know all these people?

VICKI
Some. I am a rich bitch, remember.
(pause)
I'm quoting.

KNOX winces at the reminder. She smiles and takes his arm.

KNOX
Yeah, I guess we move in different
circles. -- Though I did meet a
one-eyed pimp last week.

ANGLE ON JAMES W. GORDON

Gotham's Police Commissioner, a distinguished-looking gent

in his late fifties. He's at a craps table, blowing into
his fist. ONLOOKERS root him on as he lets the dice fly.

Snake eyes. Crapped out. GORDON passes the dice as KNOX and
VICKI wander up alongside him.

KNOX
Commissioner Gordon! What do you
hear from our pointy-eared friend?

KNOX puts his hands up behind his head and wiggles his
fingers -- like little bat ears. GORDON groans.

GORDON
Knox, for the ninth time, and you
can quote me -- there is no bat.

KNOX
Aww, Commissioner. There's gotta be
one honest cop in Gotham city.

HARVEY DENT is working the room. He ambles up, claps a

friendly hand on GORDON's shoulder.

DENT
How's your luck, Jim?

KNOX
Mr. Dent. What's your stand on
winged vigilantes?

DENT exchanges a meaningful look with GORDON.

DENT
Mr. Knox, I think we have enough
real problems in this city without
worrying about ghosts and goblins
and Halloween characters.

CUT TO:

EXT. ACE CHEMICAL CO. ESTABLISHING - NIGHT

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A NEON SIGN reads: "ACE CHEMICAL. FOR A MODERN TOMORROW."
From the SIGN we pan over to a METAL SLUICE GATE -- dumping
TONS of CHURNING TOXIC SLUDGE into Gotham's East River.

INT. VAN - THAT MOMENT - NIGHT

TIGHT ON the rear-view mirror. JACK NAPIER is meticulously

applying BLACK CAMOUFLAGE PAINT to his face. He could be
getting ready for a date.

The van is parked outside a chain-link fence which

surrounds the Ace Chemical complex.

JACK'S POV - THROUGH WINDSHIELD

The SECURITY GUARD in a glass booth at the entrance to the

parking lot. ONE OF JACK'S BOYS creeps up behind the booth
and takes the GUARD out.

INT. VAN - ON JACK

He turns the key in the ignition, shifts into first.

CUT TO:

INT. WAYNE MANOR - NIGHT

KNOX and VICKI are taking an unauthorized tour of BRUCE's

house, wandering through rooms decorated in wildly
divergent motifs, eyeing an astounding collection of
artworks and antiques from every corner of the world.

KNOX
My question is, where does one man
get all this junk.

VICKI
All over the world. They say he
spends most of the year overseas --
until recently, anyway.

KNOX
Holy shit...

KNOX goes goggle-eyed as they enter the LIBRARY.

INT. BRUCE WAYNE'S LIBRARY - NIGHT

KNOX (cont.)
... We found the arsenal.

One wall is lined to the ceiling with leather-bound

volumes. On the other walls hang EXOTIC WEAPONS. Halberds.
Maces. Blowguns. Bolas. Thugee ropes and samurai swords...
every arcane implement of death the human mind has ever
devised. KNOX lets out a low whistle.

KNOX (cont.)
This guy has just gotten
interesting. What else do you know?

VICKI
Just what I've heard. Rich.
Reclusive. Old money and lots of it.

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KNOX
Likes to kill?

VICKI
(smiling)
Women find him magnetic.

KNOX
I bet they like him for his big
charity balls.

VICKI
That, and the sweet smell of two
hundred million bucks.

KNOX
Well, you know me. The more they've
got, the less they're worth.
(scanning the room)
This guy must be the most worthless
man in America.

Just then, A VOICE FROM BEHIND intrudes.

BRUCE WAYNE
You disappoint me. Why not the
world?

KNOX turns. We get our first good look at the smiling face
of BRUCE WAYNE: 32, tall, athletic, impeccably mannered...
and intensely handsome.

KNOX
I assume in my usual charming manner
I've just insulted the host.
(extending a hand)
Alexander Knox.

BRUCE
Bruce Wayne. -- I've read your work.
I quite like it.

KNOX
Great. Give me a grant.

BRUCE
I might consider it if you introduce
me to Miss Vale.

KNOX blinks at VICKI. BRUCE already seems to know who she

is. KNOX shrugs and forges bravely ahead:

KNOX
"This is Miss Vale." -- That felt
redundant.

BRUCE
(to VICKI)
You're just back from Corto Maltese.
I saw your combat photos. Quite a
departure for you.

VICKI
That's intriguing. They haven't been
published yet.
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BRUCE smiles and ignores the implied question.

BRUCE
... You have an extraordinary eye.

He's laying on the charm now. KNOX, his territorial

instincts aroused, pipes up:

KNOX
Some people think she has two.

VICKI shoots KNOX a sidelong glance:

VICKI
Don't mind my friend. He's a little
nervous tonight.

KNOX, chastened, calls off the dogs and sizes up his

competition. BRUCE is charming, all right, but there's
something formal, maybe even calculating about it -- he
could be reading his clever remarks off cue cards. It's
almost as though he's an actor doing a brilliant imitation
of charm.

This is a man who thinks three moves ahead. KNOX doesn't

like him. But VICKI -- who's used to seeing male charm
turned on and off, at will -- doesn't seem to mind at all:

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

BRUCE
I don't... seek publicity. -- Will
you be staying in Gotham for a
while?

VICKI
As far as I know.

BRUCE
Good. Then with any luck we'll run
into each other.

Suddenly ALFRED, the butler, appears in the doorway behind

them. He clears his throat. BRUCE turns.

ALFRED
Excuse me, sir. Commissioner Gordon
was compelled to leave -- very
unexpectedly. He asked me to convey
his regrets.

BRUCE
Thank you, Alfred.
(to VICKI)
I hope you'll excuse me. It was a
great pleasure meeting you.
(to KNOX)
And you.

Without bothering to shake hands BRUCE does a sharp 180 and

strides hurriedly out of the room.

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KNOX
I know the rich are different, but
that guy is real different.

VICKI, staring off after BRUCE, doesn't seem to hear him.

KNOX (cont.)
Hello? Vicki?

VICKI
Oh. Sorry. I was thinking.

KNOX
What were you thinking?

VICKI
Yum, yum.

KNOX
Well, he must like the way he
looks. He's got a mirror in every
room.

And indeed, the two of them are standing before an enormous

WALL MIRROR, eight feet wide, running from floor to
ceiling.

VICKI
I get it. Bruce Vain.

She pokes KNOX. He groans at the dumb pun. And suddenly we

CUT TO:

REVERSE ANGLE - THROUGH THE MIRROR

looking DOWN ON KNOX and VICKI -- THROUGH ONE-WAY GLASS --

as they continue to chat. Behind the mirror... recording
everything that happens in the room... is a small, silent,
state-of-the-art SURVEILLANCE CAMERA.

CLOSEUP - VIDEO MONITOR

showing KNOX and VICKI in the library. CAMERA PULLS BACK to

reveal that the screen we're watching is only one in a
whole vast bank of video monitors. From this control
center, we can see everything that's happening in the
house.

Now we ZERO IN on a single screen: GUESTS moving backward,

with exaggerated speed, as a videotape REWINDS.

At the panel, BRUCE WAYNE hits a button. And now we see

COMMISSIONER GORDON talking to a uniformed POLICEMAN.

PATROLMAN
... anonymous tip. Tonight. The Ace
Chemical Company.

GORDON
(obviously agitated)
Good Lord, it we could put our hands
on Jack Napier... Why wasn't I told
about this? Who's in charge of
the --
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PATROLMAN
Lt. Eckhardt, sir.

GORDON
Eckhardt. Oh my God...

And suddenly COMMISSIONER GORDON is grabbing for his coat.

The monitor goes black. BRUCE reaches up, loosens his tie.

CUT TO:

EXT. ACE CHEMICAL CO. - PARKING LOT - NIGHT

UNMARKED POLICE CARS are pulling into the lot, headlights

off. ECKHARDT circulates among his ARMED SWAT TEAM, handing
out xeroxed copies of a PHOTOGRAPH.

The PHOTOGRAPH is a full-face shot of JACK NAPIER.

ECKHARDT
Shoot to kill.

INT. ACE 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.

The SAFECRACKER kills his blowtorch and opens the metal

door of the safe, giving JACK a good look at its contents:

SAFECRACKER
... Empty.

HOOD I
Just like the file cabinets.

HOOD II
I don't get it. If this place is
cleaned out already, what do we need
five men?

JACK shakes his head. His boys are antsy, ready to mutiny.
By now it's depressingly obvious: they've been set up.

Then, as if they needed any proof -- a SIREN blares

outside.

EXT. ACE CHEMICAL - NIGHT

ECKHARDT'S SWAT TEAM goes wide-eyed as a CONVOY OF POLICE

BLACK-AND-WHITES roars into the Ace parking lot. UNIFORMED
COPS pile out of their squad cars, relieving the SWAT TEAM.
ECKHARDT goes livid as COMMISSIONER GORDON approaches.

ECKHARDT
What are you trying to do, blow the
collar?

GORDON
(to SWAT TEAM)
You men are dismissed. We'll take
over from here.
(to UNIFORMED COPS)
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Any man who opens fire on Jack
Napier... will answer to me.

ECKHARDT tries to slink off. GORDON grabs him roughly.

GORDON (cont.)
You. Stick around.

INT. ACE CHEMICAL - THAT MOMENT

JACK and his HOODS ducking out of the office. It's two
stories above the refinery floor, accessible by a network
of steel ladders and CATWALKS running between the walls.

Down below, a CORRUGATED METAL DOOR begins to rise.

COP
Freeze!

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

ANGLE ON GORDON

standing in the doorway as his MEN rush into the building

and take their places behind heavy machinery. SHOTS RING
OUT as the HOODS scatter.

ECKHARDT
(snidely)
Nice work, Commissioner.

GORDON
I'm in charge here. Not Carl
Grissom.

INT. HALLWAY - THAT MOMENT

TWO HOODS run down a tiled corridor in the office section

of the complex. They're almost at the end of the hall when
a CAPED BLACK SHADOW steps into their path.

It stands there, motionless. EXTENDS ITS ARMS -- like giant

WINGS -- revealing the yellow-and-black insigne on its
massive chest. BATMAN.

One millisecond later, the shocked HOODS are racing back in

the opposite direction.

THE BATMAN flings a handful of STEEL BALL-BEARINGS across

the tiled floor. HOOD I tumbles to the floor and lands
hard, losing his breath. HOOD II rolls and pulls a GUN.

BATMAN hurls a BOOMERANG -- its edges scalloped, like a

bat's wing. HOOD II finds his gun hand PINNED TO THE WALL
by the twin prongs of the BATARANG.

THE BATMAN strides briskly toward them, businesslike,

taking his time. He grabs a handful of HOOD I's hair, lifts
his head off the floor, KNEES HIM IN THE FACE.

He turns to the petrified HOOD II. CHROME-STEEL TALONS

spring out of his fingertips. He strolls past HOOD II,
reaching out casually to give him a QUICK NICK on the chin.
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HOOD II slumps against the wall, unconscious.

ANGLE ON JACK

down on the floor, racing along a wall, THROWING SWITCHES

-- anything to create a diversion. With every switch he
throws, ANOTHER GIGANTIC MACHINE roars to life. CENTRIFUGES
SPIN. HUGE POLYMER EXTRUDERS spit out thick strands of
plastic gunk. OVERHEAD CHEMICAL TANKS rotate into place
over giant basins.

JACK SEES a squad of COPS on his tail, moving from machine

to machine, keeping covered. He SHOOTS AND RUNS.

ANGLE ON CATWALKS

BLASTING AWAY, HOODS III and IV scuttle across the elevated

walkways, keeping down, avoiding police fire. One of them
starts up a vertical ladder leading to the next catwalk up.

BATMAN plunges past on the end of a rope. A BLACK-GLOVED

HAND snatches at HOOD III's collar as he climbs and YANKS
HIM CLEANLY OFF THE LADDER. They drop to the lower catwalk.

HOOD IV gapes. He LEVELS HIS GUN at BATMAN, who stands his

ground, holding onto the rails of the catwalk for support.
A bullet hits him squarely in the chest. He does not fall.

HOOD IV turns and scrambles. BATMAN goes to his belt for a

miniature SPEAR GUN. He points it at HOOD IV and FIRES...
planting a BARBED HOOK in the HOOD'S LEG.

ANGLE ON COPS

staring up in utter disbelief at the action on the catwalk.

COP
LOOK!

GORDON
My God... it's him.

ANGLE ON CATWALK

HOOD III, on his feet now, charges BATMAN from behind.

BATMAN -- not even turning to face him -- DROPS HOOD III
with an ELBOW. Now he has a HOOD on either side.

He takes a STEEL BILLY CLUB from his belt, whips it once

through the air. It telescopes out into a FOUR-FOOT STAFF.

Like a drum majorette from hell, he WHIRLS THE STAFF as the

HOODS CONVERGE on him. HOOD III takes a debilitating JAB
UNDER THE JAW. BATMAN SPINS on his heels and SLAMS THE
STAFF into HOOD IV's BACK -- knocking him OFF THE CATWALK
to the factory floor forty feet below!

INT. ACE LOADING BAY - THAT MOMENT

JACK spots a possible out. He hits a button on the wall;

STEEL DOORS RISE to reveal ACE CARGO TRUCKS in the parking
lot outside. Beyond the trucks... AN ARMY OF COPS waiting
for JACK to make his move.

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No go. He turns. Behind him, other cops -- the inside team
-- are rushing at him in full riot gear. JACK ducks behind
a forklift and darts into the adjacent room.

INT. CHEMICAL SUPPLY ROOM - A MOMENT LATER

JACK sprints through the room, firing FOUR SHOTS at the

metal CHEMICAL TANKS on the wall. TOXIC CHEMICALS gush out
onto the floor in streams. The streams run together...
begin to SMOKE and SIZZLE.

COPS RIGHT BEHIND HIM. JACK can't resist taking one last
pot-shot at a FIFTH CHEMICAL TANK.

AN EXPLOSION knocks him off his feet.

INT. FACTORY FLOOR - A MOMENT LATER

COPS LOOK ON IN PUZZLEMENT as a RIVER OF CHEMICALS courses

out into the main refinery. A second later, they go UP IN
FLAMES. A WALL OF FIRE bisects the factory floor.

JACK RACES ALONG behind the spreading wall of flame. The

cops can't see him now. He ducks behind a huge machine,
hits a switch -- and SLUICE GATES OPEN. CHEMICAL SLUDGE
begins to churn. A big HOLE IN THE WALL appears as a gate
opens on the East River. It's the waste dump!

Up on the catwalk, BATMAN has a perfect view of JACK. If

JACK can just sprint through the flames without getting
shot, he'll make it to the river. BATMAN hooks a rope to
his Batarang, FLINGS IT at a catwalk across the floor.

JACK bolts. BURSTS THROUGH the wall of fire. And just as he

does --

BATMAN leaps off the catwalk and swings down toward him!
His foot catches a THIRTY-FOOT ROLL of plastic, six feet in
diameter, one of several standing upright on the floor. The
plastic roll DROPS into JACK's path, BLOCKING HIS EXIT.

An instant later, BATMAN lands on top of JACK. Wraps an arm

around his throat and RAISES his free hand. DRUG-TIPPED
STEEL TALONS appear. But before he can paralyze JACK...

VOICE
HOLD IT!

In all the ruckus, HOOD V has managed to circle back behind

the heavy machinery. Now he's got a GUN pointed DIRECTLY AT
COMMISSIONER GORDON'S HEAD.

HOOD V
Let him go or I'll do it.

BATMAN releases JACK and stands back. JACK chuckles to

himself: what loyalty. Then, with plenty of time, he
strolls across the floor to a Jacob's ladder mounted on the
back wall... and BEGINS TO CLIMB toward the catwalks.

All action stops. BATMAN doesn't move. The COPS don't move.
HOOD V stands there sweating, his gun hand shaking as he
waits for JACK to climb safely out of shooting range.

ECKHARDT's pig-like eyes glisten. His hand drops to his

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side. He's half-tempted to pull a gun and get the
Commissioner plugged.

ANGLE ON JACK

at a crouch, groping his way along the rail of the catwalk.

He reaches a paneled glass window propped open by a
supporting rod. It's a forty-foot drop to the swirling
black currents of the East River... and freedom.

He's about to climb out when his eye falls on a .38

AUTOMATIC -- which lies, abandoned, on the gridwork floor
of the catwalk mere yards away.

ANGLE ON FACTORY FLOOR

The HOOD, one arm around GORDON. With his gun at the
Commissioner's temple, he backs slowly toward the door.

HOOD V
Nobody makes a move. We go out
clean.

JACK'S VOICE
ECKHARDT!!

ALL EYES TURN to the catwalk overhead, where JACK stands

poised with the .38 in his fist. A SINGLE SHOT drops
ECKHARDT cleanly.

The moment's distraction is all BATMAN needs. He hurls a

NINJA WHEEL -- a small, ratcheted, razor-sharp disc -- at
the FOREARM of HOOD V. One jerk of a thin filament WIRE --
a sudden SHRIEK -- and GORDON IS FREE.

The THUG lurches forward. His GUN DROPS to the floor,

DISCHARGING ACCIDENTALLY.

AN UNGODLY HOWL OF PAIN echoes out from the catwalk above.

JACK REELS and STAGGERS, his hands CLUTCHING AT HIS CHEEKS.
BLOOD GUSHES from between his fingers.

JACK NAPIER HAS BEEN SHOT THROUGH THE FACE.

A YOUNG COP, unnerved by the sight of JACK's agonized

pirouette, draws his gun and OPENS FIRE.

GORDON
NO!!

But the bullet has caught JACK in the arm. He spins,

totters to the edge of the catwalk... and TOPPLES OVER. The
COPS look on helplessly as JACK plunges TWO STORIES DOWN
into a CATCH BASIN full of BUBBLING TOXIC WASTE, SCREAMING
ALL THE WAY.

GORDON (cont.)
Goddammit, we had him. We --

And suddenly, with JACK out of the picture, all attention

focusses on THE BATMAN. COPS reach for their guns, circle
warily around him. Cornered now, he backs off slowly, HANDS
ON HIS BELT.

GORDON (cont.)
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Hold it right there, Mister.

THE BATMAN raises his hands in a gesture of surrender. Then

-- as the COPS advance -- he flicks TWO TINY CAPSULES onto
the factory floor.

A BLINDING FLASH OF LIGHT. COLORS BURST in a wild

pyrotechnic 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 a catwalk overhead.

COP
LOOK!

The COPS are firing wildly into the smoke. But it's too
late. At the end of a cord, THE BLACK MAJESTIC FIGURE OF
THE BATMAN whips upward, rising out of the smoke like an
avenging angel -- and DISAPPEARING into the shadowy
heights, safely out of range.

GORDON
HOLD YOUR FIRE!

COP
... Who is this guy?

GORDON
I don't know, but he's one hell of a
showman.

CUT TO:

EXT. ACE CHEMICAL CO. - THAT MOMENT - NIGHT

A BLACK SHADOW scurries across the roof. From the

illuminated 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.

As deadly toxins gush forth, 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: "BAT

MAN FOILS ROBBERY. WHO IS MASKED VIGILANTE?"

Behind the newspaper, feet propped up on his desk, is a

jubilant KNOX. He's on the horn to COMMISSIONER GORDON.

KNOX
Commissioner. Do us both a favor.
Don't tell me some lie you'll have
to retract later.

CLICK. KNOX grins, lowers the paper, finds himself looking

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up at the smiling face of VICKI VALE.

KNOX (cont.)
Vick! Looks like our friend the bat
is getting ambitious. -- Why the
dopey grin?

VICKI
Guess who's got a date with Bruce
Wayne.

KNOX
Bruce Wayne? Date? He called you up
and asked you for a date?... Shit.
(shouting)
HEY MIRANDA! C'MERE!
(to VICKI)
I want you to pay close attention to
this. Miranda -- tell my friend here
what you told me about Bruce Wayne.

A SUPERANNUATED SOUTHERN BELLE toddles over. MIRANDA REITZ,

60, is the society editor of the Globe.

MIRANDA
You mean Mister One-Nighter?

KNOX
Yeah. "Mister One-Nighter."
(to VICKI)
Because that's the average length of
his relationships with women.

MIRANDA
The current record is almost two
weeks. That cover girl -- what's her
name? You must've shot her, Vicki --

KNOX
Tell her about the peanuts.

VICKI
Peanuts?

KNOX
Yeah. Peanuts. Which is how he goes
through women.

MIRANDA
Like Planter's Peanuts.

VICKI is about to break out into helpless giggles.

VICKI
Plain or roasted?
(standing up)
Alex, I'm very flattered that you've
gone out and done all this research.

KNOX
Why?
(blushing suddenly)
Aw, come on, Vicki, I'm a reporter.
I'm curious. I do this for a living.
-- What'd you tell him?
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VICKI
I told him yes.

KNOX fumes. VICKI shakes her head and laughs. She takes
KNOX's face in her hands, plants a kiss on his forehead.

VICKI (cont.)
You're awfully sweet to be
concerned, but it's really not
necessary. I'll call you, okay?

She exits. KNOX stands there looking poleaxed.

KNOX
... What was that?

MIRANDA
That was one of the most gracious
fuck-yous it's ever been my pleasure
to watch. -- What a nice girl.

KNOX, totally flustered, sighs and sinks into his chair.

KNOX
Miranda, I'm busy. Go be productive.

CUT TO:

EXT. COASTLINE - DAY

A CABIN CRUISER slices through the waves. In the distance,

closer to the shore, we see a throng of SAILBOATS.

EXT. DECK - YACHT - DAY

BRUCE's forty-foot cabin cruiser, aptly christened "DIE

FLEIDERMAUS." BRUCE and VICKI are on the deck, in chairs,
soaking up sun, gazing off at the sailboats.

VICKI
Do you sail?

BRUCE
Too much work. I'm not really the
physical type. -- Thank you, Alfred.

ALFRED has just appeared from belowdecks with a tray of

drinks for BRUCE and VICKI. VICKI watches as BRUCE reaches
for his glass. His forearm looks like a thin layer of skin
over braided telephone cables.

VICKI
You do a very convincing imitation.
(sipping her drink)
Mm, this is tasty. What's yours?

He smiles, slides the drink over toward her, gestures for

her to try a sip.

VICKI (cont.)
... Ginger ale?

BRUCE
Two drinks and I start swinging from
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the rooftops.
(beat)
Tell me, Vicki. There's something
I'm very curious about. What took
you down to Corto Maltese?

VICKI
... I guess I needed a change.

BRUCE
You were one of the most successful
magazine photographers in the city.
Everyone wanted you.

VICKI
Have you ever been to Corto Maltese?

BRUCE
Not since the shooting started.

VICKI
We went there once when I was
little. I played on the beach. And
at nights -- they had a band -- I
danced with my father on the hotel
patio.
(shrugging)
That was Corto Maltese. When the war
broke out I had to go back. And I
promised myself that this time... I
wouldn't look away.

BRUCE
What did you see?

VICKI
... Terror.

The conversation is getting rather intense -- at both ends.

VICKI seems to have hit some weird chord within BRUCE.

BRUCE
There's terror everywhere. Some
types are just more -- familiar
than others.

For a moment BRUCE seems to be drifting back into his

familiar 'preoccupied' mode. VICKI laughs apologetically.

VICKI
I'm sorry. I didn't mean to -- I
know it all seems a million miles
away, out here on the water, with
all this --

BRUCE
Insulation?

VICKI is momentarily stuck for a reply. In some way she

can't quite grasp, he seems to be challenging her.

VICKI
Bruce, really, when I say these
things I don't mean to criticize
you.
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BRUCE
I think you see things very clearly.

VICKI
I'm happy to talk about something
else. I don't want to be depressing.

BRUCE
(smiling)
Do you assume that if I know you
better I won't like you as much?

VICKI starts laughing. BRUCE is a notorious womanizer, but

if this is a come-on, it's like no come-on she's ever seen.

VICKI
I'm sorry, Bruce, I have to ask. Are
you like this with the other women
you know? -- Because I just can't
seem to get a handle on this
conversation.

BRUCE
(taking her hand)
Vicki, if I say anything cryptic, or...
ambiguous, I think you should put
the most flattering possible
interpretation on it. Because even
if it doesn't sound that way...
that's how I'll mean it.

Bingo. The guy's a chessplayer, but on the other hand he's

also rather touchingly, almost childishly, sincere. Before
she knows it, VICKI finds herself melting.

CUT TO:

INT. GOTHAM CITY OPERA HOUSE - NIGHT

Rigoletto. THE DUKE onstage, launching into his big

crowd-pleaser, "La Donna e Mobile."

WE PAN THE AUDIENCE, finding several mobile young DONNAS in

the crowd -- drop-dead beauties in slinky gowns. Although
most eyes are fixed, reasonably enough, on the stage, DONNA
#1 is staring with undisguised envy at a PRIVATE BOX above
the orchestra seats. Her mouth twists in disgust.

She scans the crowd, finds her counterpart (DONNA #2) some
rows back, on the arm of a bald bigwig. DONNA #2 is wearing
a similar sour expression, staring up at the same box.

DONNA #3 is even less discreet than her comrades. She has

her opera glasses trained on the couple in the box.

HER POV - THROUGH OPERA GLASSES - THE BOX

BRUCE and VICKI. He whispers in her ear. She smiles and

whispers back.

A beat. He whispers again. This time she doesn't laugh. But

her lips part slightly. SCREEN GOES BLACK as the opera
glasses SNAP SHUT.

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ANGLE ON CROWD - DONNA #3

staring icily at the DUKE as he finishes up to a round of

TUMULTUOUS APPLAUSE.

CUT TO:

INT. WAYNE MANOR - NIGHT

BRUCE and VICKI enter. He takes her coat, drops it on a

chair by the door. VICKI is giddy, all champagned up.

VICKI
-- but it's not fair. I'm half
drunk and you're not even --

BRUCE
Would you like me to take you home?

VICKI
God. You would.
(sidling up to him)
Come on, Bruce. I just want to get
two drinks in you. As an
experiment.

BRUCE
Maybe we should just kiss.

VICKI
... We could try that.

WIDER ANGLE

BRUCE embracing VICKI in the vastness of the darkened entry

hall, framed by long semicircular STAIRWAYS on opposite
walls. A SUDDEN FLASH OF LIGHTNING transports us to:

EXT. OFFICE BUILDING - ESTABLISHING - NIGHT

Broken windows, graffiti on the walls: a decrepit rathole

near the Gotham docks.

INT. DOCTOR'S OFFICE - NIGHT

TIGHT ON a face swathed in bandages. The patient sits erect

in a wooden chair, surrounded by the grimy paraphernalia of
an unlicensed gangland doctor.

The DOCTOR, a nervous little ferret with the bedside manner

of a back-alley abortionist, steps up with a scissors.

DOCTOR
Well, Mr. Napier, 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 away. The DOCTOR stands

there, looking at his handiwork. His mouth falls open. His
eyes bug out. He GAGS.

JACK (V.O.)
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Mirror.

The DOCTOR just stands there staring AT CAMERA, stock-

still, apparently transfixed by the sight of JACK's face.

JACK (V.O.)
Mirror.

ANGLE ON DOCTOR

He clears his throat, reaches apprehensively for a hand

mirror, and passes it out of frame to JACK. Two beats.
Then, the sound of GLASS SHATTERING as the mirror drops to
the floor.

JACK begins to laugh. THE DOCTOR gets a little edgy.

DOCTOR
You understand the facial muscles
were completely severed --

JACK keeps on laughing.

The DOCTOR turns uneasily away, gestures apologetically at

his seedy equipment.

DOCTOR (cont.)
-- you can see what I have to work
with here --

MORE LAUGHTER. The trembling DOCTOR covers his face with

one hand, whining now, not daring to look at JACK.

DOCTOR (cont.)
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.

EXT. OFFICE BUILDING - OVERHEAD ANGLE - NIGHT

From a point high above we see JACK emerging into the

alley, pulling on a hat, wrapping a muffler about his head.
We can't see his face. But we can't forget his LAUGH.

CUT TO:

INT. BRUCE WAYNE'S BEDROOM - NIGHT

VICKI nestled peacefully under the covers. Beside her is

BRUCE: hands behind his head, staring up at the ceiling.

It's almost as though BRUCE is not used to sleeping at

night. He doesn't know what to do with himself.

He looks at VICKI. She's terribly lovely. But despite all

that, we can't shake the feeling that BRUCE... would really
rather be somewhere else.

CUT TO:

EXT. STREET - NIGHT

LOUD MUSIC. KIDS in punk regalia stand outside a rock club

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as JACK stalks past. The wind knocks his hat off.

KID
Nice hair, dude!

JACK ignores them as he bends to retrieve his hat. Then he

gazes up at the steel-and-glass facade of a SKYSCRAPER --
and strides deliberately across the street.

INT. GRISSOM'S PENTHOUSE - NIGHT

The spectacular Gotham skyline, seen through the plate-

glass window of GRISSOM's conference room. The doors to the
private elevator hiss open and JACK wanders in. He plops in
the big plush swivel chair behind GRISSOM's desk.

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

GRISSOM waddles in unsuspectingly from the adjoining room.

He's fresh out of the shower, a towel wrapped around his
impressive girth. He's using a smaller towel to dry his
hair, and so it's a moment before he sees the bundled-up
figure at his desk.

GRISSOM (cont.)
Who the hell are you?

JACK
It's me. "Sugar Bumps."

GRISSOM
(recognizing his voice)
Jack?
(advancing cautiously)
Thank God. I can't believe it's you.
I heard you'd been --

JACK
(standing up)
Is that what you "heard"?

JACK gestures him over to the empty chair. GRISSOM doesn't

move until he sees the GUN pointed at his belly.

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

GRISSOM surreptitiously reaches for a desk drawer.

JACK (cont.)
Keep your hands on the desk.

GRISSOM
Sooner or later you would've tried
to take me, Jack. You may get me
now, but your life won't be worth a
dime.

JACK
I've died once already. It wasn't so
bad. -- In fact I recommend it.

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GRISSOM is beginning to panic now. It's obvious that JACK
is utterly, hopelessly deranged.

GRISSOM
Jack, listen -- we'll cut a deal --

JACK
JACK? JACK? DO I LOOK LIKE A JACK??

And now, for the first time, 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 (cont.)
I'm not a Jack any more.
(pause; cackling)
You made me a Joker!

THE CACKLE BUILDS INTO FURIOUS, HYSTERICAL LAUGHTER.

GRISSOM, revulsed, terrified, pushes himself away from the
desk, back toward the window which overlooks the city.

GRISSOM
Jack -- I'm warning you. WIPE THAT
LUNATIC GRIN OFF YOUR FACE.

JACK
HA! That's the best part. I CAN'T!!

And with that JACK pulls the trigger. And fires. And fires
again until the CLIP IS EMPTY.

EXT. GRISSOM'S BUILDING - NIGHT

We TILT UP the chrome-and-glass 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 - THAT MOMENT - NIGHT

The room is still dark. JACK -- or, as we'll know him from
this moment on, THE JOKER -- sits in GRISSOM's swivel
chair, staring out at the moon-drenched skyline.

JOKER
What a view. Our little city. It
always brings a smile to my face.

He reaches for a nearby glass of liquor and glances down at

GRISSOM -- who lies dead on the floor, the towel still
wrapped around him. THE JOKER laughs softly to himself.

JOKER (cont.)
Guess it's my little city now.
Wonder what it'll look like when I
get done with it.
(pause)
I bet it'll be something real fine.
Real fine and pretty.

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DISSOLVE T0:

INT. BRUCE WAYNE'S BEDROOM - MORNING

The sun is just up, and VICKI finds herself alone in bed. A
SOFT, OFF-KEY BARITONE VOICE drifts out of the adjacent
bathroom: BRUCE in the shower, singing "Honeysuckle Rose."

She breaks into a huge smile and climbs out of bed. Somehow
she's wound up wearing BRUCE's ribbed formal shirt.

INT. BATHROOM - A MOMENT LATER - MORNING

BRUCE in his opulent deco shower stall, still SINGING to

himself. VICKI sneaks up behind him, opens the door. He
instantly STOPS SINGING -- as if he's been hit by a brick.

VICKI
I didn't mean to scare you. I just
had to come in here and see it that
was really you singing.

She smiles, teasing him. He doesn't respond. He acts as if

she's caught him doing something shameful -- exposed him.

VICKI (cont.)
(singing)
"Don't buy sugar -- you just have to
touch my cup." Come on. "You're my
sugar --"
(no response from BRUCE)
Bruce, you are such a case.

BRUCE seems somehow unable to sing along. But be quickly

recovers his composure -- and forces a crooked, almost
childish smile.

BRUCE
I don't sing very well.

VICKI
Then there's one thing in the world
you don't do very well. And I know
what it is. -- Now you'll have to
kill me.

He kisses her good morning, steps out and reaches for a

towel. His body is one big mass of BRUISES AND ABRASIONS.

VICKI (cont.)
Poor thing. You should stay off that
horse.

CUT TO:

INT. GLOBE - CITY ROOM - DAY

KNOX, in a surly mood, examines the morning edition of the

Globe. He's turned to page six -- the gossip page -- and
there, under Miranda Reitz's byline, is a picture of VICKI.
It seems she and BRUCE are the talk of the town.

KNOX
(disgusted)
...Peanut.
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A COPY BOY approaches his desk with a MANILA FOLDER:

COPY BOY
Here's that morgue file you wanted.

KNOX leans back in his chair. The file is labelled "BRUCE

WAYNE: 1982-1987." KNOX opens it and begins to leaf
through old clippings from back issues of the Globe.

WAYNE FOUNDATION TO FUND LOW-COST HOUSING. MILLIONAIRE

HEADS CHARITY DRIVE FOR GOTHAM HANDICAPPED. HURRICANE
VICTIMS SAY 'THANK YOU' TO BRUCE WAYNE. KNOX's face sags in
dismay. Every article seems to be telling us just how swell
a rich philanthropist can be.

KNOX
Come on. Gimme some dirt!

Then he notices something odd. In the whole fat file of

clippings, there are no pictures of Bruce Wayne -- with two
partial exceptions.

One is a group shot, Bruce in the middle, waving at the

camera and blocking our view of his face. The other is an
ancient picture of a collegiate Bruce, stern-faced, hair
down to his collar. The caption reads "BRUCE WAYNE IN
1973" -- years out of date even when it ran in the paper.

KNOX (cont.)
... Why don't you like your picture
taken?

CUT TO:

INT. APARTMENT LOBBY - NIGHT

A DOORMAN DOZES in the plush lobby of ALICIA HUNT's

apartment building on the East Side of Gotham. Through the
glass doors we see ALICIA outside in the chill wind,
peering inside, hesitant to enter.

As silently as possible she uses her key and steps in,

tiptoeing past the doorman, trying not to wake him. She's
almost made it when he SITS BOLT UPRIGHT, startling her.

DOORMAN
Miss Hunt!
(smiling)
No need to sneak in. The rent's been
taken care of.

ALICIA
... The rent? Paid?

INT. ALICIA'S APARTMENT - NIGHT

ALICIA, mystified, lets herself in and turns to lock the

door. She's startled once more by a VOICE FROM BEHIND.

VOICE
Honey -- I'm home!

She pivots. Her eyes widen. She SHRIEKS.

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Sitting cross-legged in an easy chair, a twisted grin on
his loathesome face, is THE JOKER. He's in a smoking jacket
and slippers, reading the paper, a dry martini at his side.

This grim parody of domesticity sends poor ALICIA into a

dead faint.

INT. PENTHOUSE SUITE - DAY

It looks for all the world like a corporate boardroom. At a

long table sit Gotham's most distinguished criminals:
GANGLORDS and RACKETS BOSSES from every corner of the city.
They stare suspiciously at the head of the table.

JOKER (O.S.)
So that's how it is, gents. Until
Grissom decides it's safe to come up
for air... I'm running the show.

Now we see what they see: THE JOKER, dressed rather

flamboyantly in a big slouch hat. His FACE is layered with
flesh-toned makeup, and his HAIR's been rinsed black.

Unfortunately, he can't conceal his ghoulish SMILE.

GANG BOSS
So why don't we hear this from
Grissom?

RACKETEER
I got something I'd like to know.
How come you're wearing that stupid
smirk?

JOKER
'Cause I got an army, chum. And I
got Grissom's army. And this city
is mine.

CARMINE ROTELLI, an especially oily mobster, speaks up:

ROTELLI
I don't like taking orders, from
Grissom. And I especially don't like
taking orders from Grissom's goon.

JOKER
I've considered that possibility.

ROTELLI
And what happens if we say no?

JOKER
(chuckling)
Nobody wants a war, Carmine. If we
can't do business, we shake hands
and part friends.

ROTELLI
That's it?

JOKER
That's it.

THE JOKER extends a hand. ROTELLI reaches out to shake it.

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He doesn't see the JOY BUZZER concealed in the 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.

The CRIMELORDS recoil in horror. Before they can make a

move, a squad of ARMED THUGS burst into the room.

JOKER (cont.)
Looks like Carmine got a little hot
under the collar.

CRIMELORD
... You're insane!

The JOKER is a wee bit agitated. He removes the hat and

mops sweat from his brow, exposing a patch of CHALK-WHITE
FLESH -- to the great bewilderment of the ONLOOKERS.

JOKER
That's what they said about Lee
Iacocca. Now GET OUT OF HERE. -- And
THINK IT OVER!

The sickened CRIMINALS file out cautiously. That leaves THE

JOKER alone in the room with the charred corpse of ROTELLI.
THE JOKER sinks into a chair and -- as is his wont --
ADDRESSES THE STIFF:

JOKER (cont.)
Heck, they're not such bad guys. I
say we give 'em a couple of days to
come around.
(thoughtful pause)
We-e-ll... maybe one day.
(then, casually)
Aaah, screw it. Let's grease 'em.

CUT TO:

INT. SMALL BACK ROOM - NIGHT

A poker game. A CRIMELORD from the JOKER's board meeting

picks up his hand and fans out the cards. FIVE JOKERS.

He looks up, puzzled. The last thing he sees is a HIRED

KILLER bursting in through the door, GUN IN HAND.

EXT. GOTHAM PARK - DAY

A COSTUMED CLOWN with a wheeled cart, filling balloons from

a helium tank, passing them out to the kids. CRIMELORD #2
strolls past. The CLOWN offers him a balloon, which be
politely refuses.

THE CLOWN reaches into his cart for a RED METAL TANK. But,
as we quickly find out, it's not a helium tank -- it's a
FLAMETHROWER.

EXT. HALLIDAY PLAZA - DAY

A sunny, landscaped quad surrounded by corporate

skyscrapers: trees, grass, marble fountains, flags of many
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nations. Amid the pedestrians we catch BRUCE and VICKI, all
smiles, cutting through the plaza on the way to lunch.

VICKI
... To tell you the truth, I'd just
about given up waiting.

BRUCE
I said I'd call you the minute I got
free. And I did. -- And here we are.

VICKI
(teasing him)
Hm hmm. Lunch. Not even dinner.

He stops in his tracks, takes her by the shoulders.

BRUCE
Vicki. Do you want the whole truth?
All coyness aside?
(long pause)
I wish I had more time to give you.
Every day I don't see you, I miss
you.
(beat)
Now. Are you going to waste this
lovely afternoon being all mad at
me?

All this, of course, is delivered with devastating

sincerity. VICKI finds herself totally disarmed.

VICKI
Okay, I'm a sucker. You sound so
much like someone I used to...
(stopping suddenly)
Bruce? I know this is silly, but --
you're not married, are you?

He stops and laughs. She smiles crookedly, takes his arm.

ANOTHER ANGLE - ACROSS PLAZA - THAT MOMENT

PHILLY RICORSO -- another CRIMELORD from the boardroom --

enters the plaza flanked by a cadre of PAID BODYGUARDS.

ON BRUCE AND VICKI

A PAINTED STREET MIME walks alongside them, feeling his way

along an imaginary wall. VICKI groans.

VICKI
All street mimes should be executed.

BRUCE
... Looks like a convention.

And indeed, there are HALF A DOZEN STREET MIMES converging

on the center of the plaza.

RICORSO and co. approach the mirrored-glass entrance of a

skyscraper. In the lobby, A MIME -- who's been annoying the
passersby -- THROWS A BOLT, LOCKING THE DOORS from inside.

A BODYGUARD bangs on the glass. Nearby, ANOTHER MIME

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reaches into a trash bin -- and pulls out a MACHINE GUN.

SUDDEN SCREAMS OF TERROR from the onlookers.

VICKI turns to BRUCE. Before she can get his name out, he's
HOISTED HER BODILY and THROWN HER behind a marble fountain.

SERIES OF SHOTS

BRUCE'S EYES darting birdlike around the plaza -- INTERCUT

with the following POV SHOTS, ALL IN SLOW MOTION:

- TWO MIMES with machine guns. One of them lining PHILLY

and co. up against the glass doors, the other holding
the CROWD at bay;

- A WOMAN in the crowd fainting. A THIRD MIME gleefully

imitating her swoon, to no one's amusement;

- PHILLY and his goons, COWERING, hands in the air, as

OTHER MIMES cruelly mimic their terrified poses...

... and suddenly BRUCE is RUNNING FRANTICALLY, looking for

a secluded spot, an alleyway, anything. No go. He's out in
the open, with onlookers everywhere. In his civvies, he's
just another citizen... TOTALLY IMPOTENT.

He darts around a corner, backs against a wall. WOMEN,

CHILDREN, GROWN MEN race past. No privacy. He's
practically quaking now, in the throes of some terrible
anxiety. He looks up at the sky overhead, terrified.

A BRILLIANT SUN bears down on him as MACHINE GUNS CHATTER.

ANGLE ON PHILLY AND BODYGUARDS

BODIES JERKING as GLASS rains down in shards.

ANGLE ON BRUCE

his back arched, his mouth agape, his face drained of blood
as the sounds of carnage echo through the plaza. It's
almost as if the bullets are striking him.

A moment later, it's all over but the screaming. VICKI

emerges from the crowd and finds BRUCE slumped against the
wall, nearly catatonic. She moves to touch him.

As if by reflex he reaches out and GRABS HER BY THE ARMS --

with a grip so strong it could crush bone. She GASPS, looks
up -- and sees, in his traumatized EYES, a look so raw, so
desperate, that it virtually defies comprehension.

VICKI
BRUCE!!

He blinks rapidly. He relaxes his grip. Before VICKI's

eyes, he's changing... becoming the BRUCE she knows.

BRUCE
Oh my God... are you all right?

He reaches for her. Involuntarily, she steps back.

He sees her reaction and his face goes slack -- frightened,

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pleading. This time she lets him embrace her... but her
face is full of bewilderment and doubt.

INSERT - TELEVISION SCREEN

ANCHORWOMAN
... live from Halliday Plaza, where a
gangland-style execution claimed the
life of racketeer Philly Ricorso.
Ricorso's death is the third in a
rash of underworld killings...

CUT TO TWO-SHOT: the ANCHORWOMAN and COMMISSIONER GORDON.

ANCHORWOMAN (cont.)
Commissioner, you've heard the
rumors. Are these murders the work
of the mysterious 'Batman'?

A PIERCING CACKLE fills the air. CAMERA PULLS BACK from the
TV, placing us in the JOKER's boardroom. Behind the big
desk he SWIVELS INTO VIEW, phone in hand.

JOKER
All reet! I think it's about time
we called another meeting, huh?

CUT TO:

INT. WAYNE MANOR - DAY

ALFRED on the phone, a feather duster in his hand.

ALFRED
I'm sorry, Miss Vale. I've given him
your messages. That's all I can do.

ANGLE WIDENS. BRUCE is sitting mere feet away, obviously

distraught, locked in some sort of internal struggle.

INT. VICKI'S APARTMENT - THAT MOMENT - DAY

VICKI
Please tell him... I'm not trying to
make his life difficult. I'd just --
I'd just like to know what's going
on.

A KNOCK at the door as VICKI hangs up. She goes to open it,
finds KNOX -- wearing a big, cheshire-cat smile.

KNOX
Hiya, peanut. I got something I'd
like you to see.

INT. LIBRARY - DAY

A MICROFILM MACHINE. As VICKI looks on curiously, KNOX --

all eagerness now -- threads up a roll of film and begins
cranking through back-issue newspapers.

KNOX
Okay, here we go. Check it out.

He steps back. VICKI stares down at the display screen. A

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FRONT-PAGE BANNER HEADLINE reads:

THOMAS WAYNE MURDERED

Prominent Doctor, Wife Slain in Robbery
Unidentified Gunman Leaves Child Unharmed

Beneath it, a PHOTO: cops kneeling over corpses. Medics

with stretchers. And off to one side, a YOUNG BOY -- BRUCE
WAYNE -- his arms wrapped around the waist of a BEAT COP.

The BOY stares straight at the camera. His face is a mask

of UNFORGETTABLE AGONY. You can't take your eyes off it.

VICKI
Oh my God... I've seen this picture.

KNOX
I guess so. Pulitzer Prize, 1963.

VICKI
His face. Allie, look at his face.

TIGHT ON THE BOY'S contorted face, staring out in shock and

disbelief, his features recognizable across all the years
-- permanently, indelibly traumatized. The same face VICKI
saw in Halliday Plaza.

KNOX
Yep. He watched the whole thing
happen. -- Recognize the beat cop?
Jim Gordon.

VICKI
Oh, Bruce...

KNOX
Something like this -- what do you
suppose this could drive a guy to?

INT. RESTAURANT - DAY

A greasy spoon off the lobby of the Globe building. KNOX

and VICKI in a booth.

VICKI
Alexander, you are on drugs.

KNOX
He walks out on his own party. Half
an hour later, the Caped Crusader
turns up in full bat-drag.
(beat)
Sees an execution, freaks out in an
alleyway. No place to change.
(smiling)
Yeah, Vicki, he's "married" all
right.

VICKI
You're pissing me off, Allie. I know
exactly why you're doing this.

KNOX
(leaning forward)
Oh? Why is that, Vicki?
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VICKI wilts under the challenge. She holds her silence for
a second, then changes the subject.

VICKI
He's best friends with Jim Gordon
and Harvey Dent. They would know.

KNOX
... Okay, Vicki, I have a confession
to make. I'm the Batman.

VICKI snorts, rolls her eyes impatiently.

KNOX (cont.)
Don't believe me? Why not?

VICKI
Alexander... I know you.

KNOX
Right. And they know him. And
that's why it would never occur to
them for a minute that their old
buddy Bruce puts on a cape at night
and goes out looking for --

VICKI
This is pointless. I'm leaving.

KNOX
(grabbing her arm)
Your little chum is out of his mind.
(relaxing his grip)
Next time you call him up and he
can't go out Friday night -- think
it over.

CUT TO:

INT. ACE CHEMICAL CO. - DAY

LOW ANGLE on the JOKER. He stands on a catwalk high above

the refinery floor, lord of all he surveys, overseeing
production like a demented middle manager.

INT. STOREROOM - DAY

A dank, windowless room in the bowels of Ace Chemical,

which the JOKER has converted into a makeshift lair. SAP-
LIKE GOO drips in puddles from exposed pipes overhead.

CAMERA DRIFTS across the JOKER's cluttered desk. Shipping

manifests. Ledgers. PSYCHOTIC DOODLES scrawled in crayon.

More significantly: an old CONTRACT dating back to the mid-

seventies. It's half-obscured by other papers, but the
initials 'CIA' are plainly visible.

Then: a BOUND REPORT with the title 'DDID NERVE GAS:

RESULTS OF PRELIMINARY EXPERIMENTATION.' Across its title
page, a diagonal rubber stamp: 'DISCONTINUED January 1977.'

And finally: a sheaf of PHOTOS. Laboratory apes, chimps and

orangutans, all DEAD. Their LIPS are drawn back, exposing
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HIDEOUS, CHEMICAL-INDUCED GRIMACES.

ON ONE WALL: POSTER-SIZED BLOWUPS of the grinning apes.

ON THE OPPOSITE WALL: a large-scale photographic

reproduction of the Gotham City skyline, its bottom half
HIDDEN FROM VIEW by the JOKER's desk.

The PHONE RINGS. The JOKER -- who has been sitting on the
floor by the cityscape -- POPS INTO FRAME and picks it up.

JOKER
How's that first shipment coming?

VOICE ON PHONE
Right on schedule. Oh, we got that
address for you -- 79 East End,
#12-C.

JOKER
Mmm. How'd you find it?

VOICE ON PHONE
Called her agent.

The JOKER nods in satisfaction and resumes his place on the

floor. Like a happy kindergartener, with paste pot and
scissors, he's CLIPPING PHOTOS from a magazine -- horrible
scenes of death, destruction, panic, mutilation.

One by one, he's PASTING these shots on the blowup of

Gotham city -- all along sidewalk level -- creating a
massive photomontage of ANARCHY IN THE STREETS.

We've seen these photos before. VICKI VALE took them... in

Corto Maltese.

INT. PHOTOGRAPHER'S STUDIO - DAY

In foreground, ROWS OF MAKEUP in startling profusion:

mascara, blusher, eyeliner, lipstick. HALF A DOZEN
BEAUTIFUL MODELS giggle into their makeup mirrors.

In the background VICKI wanders past with a stylish friend,

CLAIRE, who owns and operates the studio.

CLAIRE
... of course, after Corto Maltese,
this must all seem pretty tame.

VICKI
Not to me. I need a job.

CLAIRE
Now Vicki. Everyone knows you've
got your hooks in Bruce Wayne.

VICKI
Then "everyone" must know something
I don't.

CLAIRE
(cattily)
Oh. Really. Well. -- Come on,
dear, Tony's dying to see you.
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In a corner of the studio, TONY, a gaunt, tubercular Brit,

is shooting a swimsuit layout with two SUPERMODELS. They
all ad lib greetings to VICKI as TONY darts around
hyperkinetically, snapping the girls in a series of poses.

TONY
Yes, ladies, smiles, show me
those smiles, fabulous, tropical
smiles, think Tahiti, I want to
see teeth, yes, those glorious
teeth --

As VICKI looks on, the SUPERMODELS freeze in place

simultaneously, a strange, STRICKEN LOOK on their faces.

TONY (cont.)
My God no, don't stop now, those
smiles, I need those smiles --

Suddenly the girls are LAUGHING -- but the laughter is

unnatural, involuntary. VICKI, sensing that something is
terribly wrong, lays a hand on CLAIRE's arm.

The MODELS, now wearing HUGE SMILES, begin to TWITCH

SPASMODICALLY. TONY snaps away.

TONY (cont.)
Yes! Oh baby, YES! That's --
(beat)
No! Too far, too far! Pull back,
pull back!
(dropping the camera)
OH MY GOD!

The SUPERMODELS PITCH TO THE FLOOR, shuddering

convulsively, their LIPS drawn back in FRIGHTFUL, FROZEN,
LAB-APE GRINS. VICKI GASPS. CLAIRE SCREAMS. TONY SCREAMS.

CUT TO:

INT. TELEVISION STUDIO - EVENING

The Eyewitness News set, with anchors PATSY NARITA and

DAVE McELROY. Behind them, BLOWUPS of the two dead
SUPERMODELS.

PATSY
The fashion world was stunned today
by the sudden deaths of top models
Kelly Brinkley and Christie Emberg.
Cause of death has been attributed
to a violent allergic reaction,
although authorities have not yet
ruled out the possibility of drug
use. Dave?

Behind DAVE, on the bluescreen: a HUGE STATUE, covered in

canvas -- not unlike New York's Statue of Liberty.

DAVE
In Gotham, plans continue for the
city's 300th birthday celebration.
The four-day event will conclude
with the unveiling, in Gotham
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Harbor, of the newly restored 'Lady
Gotham'...

A TECHNICIAN'S HAND passes a slip of paper into frame.

DAVE (cont.)
This bulletin just in. Nine more
mysterious deaths at a beauty parlor
in --

Off to the left, PATSY begins to LAUGH. DAVE FROWNS.

DAVE (cont.)
Patsy! This is hardly the --
(his eyes widen)
PATSY!!

An offscreen CRASH. Suddenly DAVE is up out of his seat,

mouth agape in horror.

PATSY HAS GONE INTO CONVULSIONS. CAMERA WHIPS VIOLENTLY

RIGHT AND LEFT as she jerks out of her seat and TOTTERS
UNCONTROLLABLY across the set, LAUGHING INSANELY.

TECHNICIANS rush the soundstage in an unrehearsed frenzy.

PATSY spins like a dervish and LURCHES BACKWARD over the
newsdesk in a death spasm, giving us a quick look at the
grisly Joker's grin etched on her now-lifeless face.

DAVE gestures frantically to the cameraman:

DAVE (cont.)
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

THEME MUSIC CONTINUES as a grinning, deranged pitchman --

THE JOKER -- pushes his shopping cart down the aisle. The
shelves are filled with products bearing his TRADEMARK
HARLEQUIN'S FACE. He waves merrily in time to the music.

INT. STUDIO - VIDEO CONTROL BOOTH - THAT MOMENT

PANICKED TECHNICIANS swarm the booth. The studio feed has

been JAMMED. Every monitor shows THE JOKER'S COMMERCIAL.

DIRECTOR
WHERE'S IT COMING FROM??

TECHNICIAN
I DON'T KNOW!

CLOSEUP - THE JOKER

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

TIGHT ON an anonymous MAN -- GAGGED AND BLINDFOLDED, tied

to his chair, squirming, struggling. On the table before
him is a package labelled "BRAND X." A SUPERIMPOSED TITLE
reads: "NOT AN ACTOR."

JOKER (cont.)
Ooh. He's tense. Irritable. Out of
sorts.
(wagging a finger)
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 (cont.)
... it's a SMILE EVERY TIME!!

EXT. IDYLLIC PASTORAL SETTING - DAY

THE JOKER in a field of wheat. On a picnic blanket before

him are TWO CLEAN-CUT MODELS -- one male, one female, BOTH
DEAD... and GRIMACING HORRIBLY.

JOKER (cont.)
-- and the world smiles with you!
Irresistable -- oh-so-kissable --

He grabs the dead MODELS by the hair. THEIR TEETH CLINK as

he forces their heads together for a post-mortem kiss.

SERIES OF SHOTS

Television sets all over Gotham, as startled citizens react

to the JOKER's maniacal promo.

JOKER
I know what you're saying. Where can
I buy these fine, fine products?
Well, that's the gag, folks, you
never know. Chances are... you've
bought 'em already!!!

As his RANT CONTINUES, we SEE:

- A YOUNG MAN watching the bedroom TV as he dresses for

a date. He's got an aerosol deodorant can poised under
one arm, ready to spray. He looks down at the can,
suddenly uncertain. Could it be...?

- 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.

- A MIDDLE-AGED MATRON at the living-room TV. Shocked,

she calls to her husband -- and gets no reply. We
FOLLOW HER to the bathroom door.

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On the floor she sees AN OVERTURNED SHAMPOO BOTTLE.
Then: her HUSBAND, slumped down in the tub, a lethal
GRIN on his face. She lets out a SHRIEK.

INT. WAYNE MANOR - STUDY - NIGHT

ALFRED THE BUTLER in a crouch, glued to the tube.

ALFRED
... Sir!

HIS POV: THE JOKER in tight closeup. Offscreen, an INFANT

begins to squall. THE JOKER cocks an eyebrow.

JOKER
Baby's got a tummyache? Here's
something that'll fix him quick!

He tosses a JOKER PRODUCT out of frame. Then -- leering --

he gives the camera a BIG JUICY WINK.

JOKER (cont.)
Now on your grocer's shelf. So
remember -- use Joker brand -- and
put on a happy face!!

MUSIC UP. VIDEO SNOW fills the screen as the jammed

transmission end. ALFRED looks over his shoulder.

TRACK IN ON THE GRIM, DETERMINED FACE OF BRUCE WAYNE.

SERIES OF SHOTS

- The Gotham Globe cartwheeling into frame:

PANIC GRIPS GOTHAM

Contaminated Products Claim 72 Lives
WHO IS THE MYSTERIOUS "JOKER"?

- An ANCHORWOMAN on the evening news. Her complexion is

curiously sallow. BLACK BAGS show under her eyes.

ANCHORWOMAN
... sixteen new deaths, with no clues
as to the Joker's identity or
demands. The list at potentially
lethal products now includes:
perfume -- mascara -- cold cream --

- The makeover counter at Bloomingdale's. SECURITY

GUARDS rush to the scene as THREE MATRONLY CUSTOMERS
go into simultaneous smiling fits.

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

ANCHORMAN
Men's cologne toothpaste mouthwash
-- underarm deodorant --

- A SUBWAY CAR jammed with STRAPHANGERS. HUGE PATCHES OF

SWEAT under every arm. The doors slide open; ONCOMING
PASSENGERS RECOIL VISIBLY at the unendurable stench.

- The original ANCHORWOMAN, whose look is now 100%

natural. Her hair is frizzy. Her eyebrows are missing
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altogether. Every wrinkle on her face is plainly
visible.

ANCHORWOMAN
Hair spray -- eyebrow pencil --
moisturizing cream --

- A LARGE DRUGSTORE. CASHIERS sit idly by the registers.

The store is utterly devoid of customers.

CUT TO:

EXT. STREET - DUSK

From across the street we see VICKI headed down the

sidewalk toward a museum. A GLOVED HAND reaches for a pay
phone.

VOICE
She's outside the Fluegelheim.

INT. ALICIA HUNT'S PENTHOUSE - THAT MOMENT

A BONE-WHITE HAND slams a phone receiver down. THE JOKER is

at his vanity. He's rinsed his hair black. He's applying
pounds of pancake makeup to his bleached face, his puckered
cheeks. In the right light he could almost pass for human.

In all the city, he's the only person still using

cosmetics.

A DREAMY, DRUGGED VOICE intrudes:

ALICIA
Jack? Who was that?

As he looks up at the mirror, we get a quick glimpse of

ALICIA behind him. The voice, the long blonde hair, are
unmistakable. But for some reason, ALICIA'S FACE is
COVERED... by a SHINY WHITE PORCELAIN DOLL'S MASK.

JOKER
Get dressed. We're going out.

INT. FLUEGELHEIM MUSEUM - EVENING

A Gotham landmark, the Fluegelheim looks like something

Frank Lloyd Wright would've dreamed up -- a large open
atrium encircled by a stucco RAMP, which spirals up along
the interior walls to the CEILING four stories above. You
walk up this gently-inclined ramp to view the paintings.

INT. FLUEGELHEIM - ROOFTOP TEA ROOM - EVENING

The upper terminus of the ramp opens on an airy, fern-

filled dining room popular with tourists and elderly
matrons who work up an appetite looking at art. VICKI
enters, camera bag slung over one shoulder, portfolio in
hand.

VICKI
I'm meeting Mr. Wayne. Is he here?

MAITRE D'
No, but your table is ready.
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INT. TEA ROOM - TWENTY MINUTES LATER - EVENING

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.

Unsigned, of course. VICKI, puzzled, opens the box to find

a MINIATURE GAS MASK.

She hears a strange HISSING NOISE. A few feet away, GREEN

SMOKE is billowing out of an 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 - THAT MOMENT

GREEN SMOKE plumes up toward the ceiling as we TILT DOWN

toward the floor of the atrium. PATRONS and SECURITY GUARDS
lie sprawled on the floor, twisted at odd angles, out cold.

The mist is beginning to clear now. The doors swing open

and in strolls THE JOKER, looking quite dapper in his
street makeup and BIG PURPLE PIMP'S HAT.

A SQUAD OF GOONS enters behind him. Some of them are

carrying large cartons. They lock the entry doors, place a
"CLOSED" sign in front of them, and begin uncrating LARGE
CANS OF BLACK PAINT.

The JOKER steps up onto the ramp, examines the artwork with
an appreciative eye.

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

He stops in front of an Ingres odalisque. Stands back a

pace or two to get a better look. Then pulls out a STRAIGHT
RAZOR and cuts a LONG DIAGONAL GASH in the canvas.

He ambles up the ramp, stepping over collapsed patrons,

pausing at every fourth or fifth painting. Monet water
lilies, a Degas ballerina -- all get the razor treatment.
Behind him his CRONIES work their way up the ramp, HEAVING
BLACK PAINT on every canvas the JOKER has missed.

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

JOKER (cont.)
I kinda like this one. Leave it.

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INT. TEA ROOM - A MOMENT LATER - EVENING

VICKI at her table, still wearing the gas mask, scared as

hell. The overhead lights wink out and the room goes dark.
The JOKER saunters over and pulls up a chair.

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

VICKI recognizes the deranged smile instantly. She removes

the gas mask, tries to gather her wits.

JOKER (cont.)
You're quite beautiful.

VICKI
... Thank you.

JOKER
Unfortunate, but I think we can work
around it.

He sets a couple of CANDLESTICKS on the table and reaches

for his lighter. A LONG JET OF FLAME shoots out, Jerry
Lewis-style, as he lights the candles.

JOKER (cont.)
You're Vicki Vale. I guess you know
who I am. -- Is this your
portfolio?

She nods. He opens it, begins leafing through the record of

VICKI's career. Newspaper photos from the Globe, at first.
Then fashion layouts, magazine covers of celebrities.
Artier B&W shots from VICKI's first couple of exhibitions.

JOKER (cont.)
Crap. Crap. Crap, crap, crap...
Ahhh. Now here's what caught my eye.

He's come to the COMBAT PHOTOS from Corto Maltese.

JOKER (cont.)
The panic. The bloody skulls. The
armless screaming fellows... you
know, the atrocities.
(smirking)
Somehow, when you shoot it, it all
comes out so clean, so lovely.

VICKI is squirming, but she doesn't think it wise to debate

the point. Not with this lunatic, anyway.

JOKER (cont.)
I guess I'm just an old cornball,
but... I live for beauty. I look
around at my little city, it gets me
down.
(indicating the photos)
We don't have anything like this.
Well, it came to me that what this
city needs... is beautification. Kind
of a big makeover.
(enraptured)
Miss Vale, I finally realized that
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one man can make a difference. You
know the saying. "In his image...
created he them"?

VICKI gazes at the awful face of this deranged visionary,

getting more frightened by the minute.

VICKI
And you want a --

JOKER
A visual record, yes. A before-and-
after kind of thing.
(leaning closer)
This could make your reputation.

Her first impulse is to get up and run. But she fights the
impulse. She won't run... not until she gets this maniac
on film. She reaches for her camera bag.

VICKI
Maybe we should start with a
portrait of the artist. People might
like to see the face behind the
makeup.

JOKER
(momentarily puzzled)
... Behind the makeup?

Then it sinks in. By candlelight, in the darkened

restaurant, with his pancake makeup and his black rinse
job, he looks practically normal. VICKI must think she's
looking at his real face!

JOKER (cont.)
Oh. Yes. I see what you mean.

He finds a pitcher, pours a glass of water, and very

carefully SETS IT ON THE TABLE in front of VICKI. Then --
suddenly, inexplicably -- HE BARKS AT HER:

JOKER (cont.)
Silly little TWIT -- I can't take
you ANYWHERE!

He sits back and grins expectantly. VICKI is thoroughly

nonplussed by this bizarre outburst. A moment passes.

He obviously wants her to do something, but she hasn't

got a clue as to what it is. Growing impatient now, he
POINTS at the WATER GLASS:

JOKER (cont.)
Well? What are you waiting for??

Now VICKI gets the point. She picks up the glass and HURLS
ITS CONTENTS in THE JOKER'S FACE.

His hands go up. He writhes. He shrieks -- like the Wicked

Witch of the West dissolving. He reaches for a napkin to
wipe his face clean... and begins to CACKLE.

His awful white-and-green clown's face revealed behind the

running makeup, he LEERS at her.
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JOKER (cont.)
You see, Miss Vale -- that was my
makeup.
(leaning forward)
What do you think?

VICKI is repulsed, but she's determined to tough it out.

VICKI
I've seen worse. Much worse.

JOKER
Strong stomach, huh? I like that in
a woman. -- Maybe we can do business
after all.

He seems to have calmed down a bit. It's almost as if he's

coming on to her. But just then, a tiny BELL sounds behind
them... and a VOICE intrudes:

VOICE
Jack?

The JOKER turns. ALICIA steps out of a ROOFTOP ELEVATOR and

moves toward them, drugged, wraithlike. She's still wearing
the porcelain DOLL'S MASK we saw earlier.

JOKER
(to VICKI)
Christ, it's my girlfriend.
(to ALICIA)
WHAT?

ALICIA
You said I could look at the
pictures before you -- before you --

JOKER
Shucks, honey, I forgot.
(rolling his eyes at
VICKI)
I'm in trouble now.
(to ALICIA)
This is business, sweetie. Why don't
you go outside and see how the boys
are coming?

VICKI can't take her eyes off this strange figure drifting
eerily through the abandoned tea room.

VICKI
(hesitantly)
... Why the mask?

JOKER
Alicia! Come here, have a seat. Show
Miss Vale why you wear the mask.

ALICIA sits down numbly and begins to undo the mask.

JOKER (cont.)
You see, Miss Vale, Alicia's beautiful.
One in a million. A work of art. In
fact...
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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.

JOKER (cont.)
She makes you look sick.

VICKI lurches out of her seat, knocking it over, HER FACE

FROZEN IN HORROR. She finds her CAMERA, holds it out like a
weapon as THE JOKER advances on her.

VICKI
You SCUM! You SICK FILTH!... You DID
THAT to her!

JOKER
What? I improved her a little...

VICKI backs away, snapping the shutter on her camera. HE

BLINKS as the flash gun goes off repeatedly.

VICKI
I'll see you burn. I'll see you dead.
-- GET AWAY FROM ME!!

JOKER
Miss Vale, was it something I said?
(brightly)
Do you want to sniff my 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.

JOKER
Come on, Miss Vale... STOP AND SMELL
THE ROSES!!

He backs VICKI into a corner. And then -- abruptly --

A SKYLIGHT SHATTERS IN A HAIL OF GLASS! A CAPED SHADOW

DROPS TO THE FLOOR OF THE RESTAURANT! And THE JOKER is face
to face with...

THE BATMAN!

On his wrist is a STEEL GAUNTLET. Ha AIMS IT at the JOKER

like a weapon. Then PIVOTS SUDDENLY -- POINTS HIS ARM
THROUGH THE DOOR OF THE RESTAURANT --

-- AND FIRES A METAL SPIKE into the adobe wall of the RAMP
OUTSIDE!!

JOKER (cont.)
... YOU!!

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On the end of the spike is a CORD leading to BATMAN's belt.
In the wink of an eye he's GRABBED VICKI -- DRAGGED HER OUT
OF the tea room -- and PLUNGED OVER THE RAMP WALL, FOUR
STORIES STRAIGHT DOWN TO THE ATRIUM FLOOR BELOW!!!

The JOKER races to the edge of the ramp.

JOKER (cont.)
GET 'EM!! GET 'EM!!

His GOONS are stationed at various points along the ramp,

still defacing masterpieces. They pull their guns and OPEN
FIRE as BATMAN and VICKI plummet past.

ANGLE ON BATMAN AND VICKI - AS THEY FALL

He holds the gauntlet overhead, ROPE whistling through it.

As we watch, the gauntlet sprouts STEEL WINGS -- forming a
BULLETPROOF SHIELD over their heads!

TWO FEET ABOVE the marble floor, THE ROPE jerks them up
short -- like a bunjee cord. GUNS BLAZE as BATMAN and VICKI
drop safely to earth and MAKE FOR THE EXIT.

The doors are LOCKED. BATMAN spots the black "CLOSED" sign
on a metal stand. He HEAVES IT through the glass doors.

VICKI hustles through. He points her to a side alley.

EXT. SIDE ALLEY - THAT MOMENT - DUSK

VICKI rounds the corner just as 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 (cont.)
... Oh.

The BATMOBILE is sleek, futuristic, and... well,

indescribable. Imagine your own. VICKI climbs into the
passenger seat and is immediately dazzled by a stunning
array of electronic gadgetry.

BATMAN
Ignition!

As BATMAN sprints down the alley, a COMPUTER DISPLAY on the

dashboard registers his unique voiceprint. A tinny,
synthesized VOICE repeats the command:

COMPUTER
Ignition.

The engines are revving up even as BATMAN vaults into the

cockpit alongside VICKI.

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Guns in hand, the JOKER'S GOONS Are stumbling out of the
Fluegelheim, hacking, coughing, blinded by smoke. They DIVE
FOR THEIR LIVES as the BATMOBILE comes barrelling out of
the alley at ninety miles an hour.

THE JOKER emerges just as the BATMOBILE careens off.

JOKER
I WANT HIM!! I WANT HIM!!

The JOKER climbs into the back of a van labelled "MONARCH

PLAYING CARDS." Half his GOONS pile into the van behind
him, the other half into a second car nearby.

EXT. STREETS - THAT MOMENT

SIRENS HOWL as POLICE CARS converge on the Flugelheim.

INT. BATMOBILE - THAT MOMENT

roaring out into CITY TRAFFIC.

VICKI
Look! Police!

BATMAN
I called them.

VICKI
Shouldn't we --

A POLICE CAR whizzes past the BATMOBILE. TIRES SKID. The

COP CAR does a quick 180 and sets out in hot pursuit of the
BATMOBILE. BATMAN FLOORS THE ACCELERATOR in response.

INT. VAN - THAT MOMENT

TIGHT ON the demented face of THE JOKER. A GOON calls out

from the front of the van.

GOON
There they are! Dead ahead!

THE JOKER screams into a RADIO DISPATCHER'S MIKE.

JOKER
ALL UNITS! SOUTHBOUND ON RIVERVIEW!

SERIES OF SHOTS

The JOKER'S ARMY. THUGS in cars. CREEPS in Italian

restaurants. CROOKED COPS at a coffee shop. LIGHTS FLASH,
BEEPERS SOUND, and within seconds they're racing to the
streets, eager to join the chase.

SERIES OF SHOTS - THE STREETS

COP CARS. GOON CARS. THE BATMOBILE streaks through an

intersection, nearly causing a pileup. THE JOKER'S VAN
makes short work of a SABRETT'S HOT DOG STAND in its path.

INT. BATMOBILE - THAT MOMENT

PEDESTRIANS GAWK as the sleek supercar RIPS UP THE

PAVEMENT.
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VICKI
What about her? What about the girl?

BATMAN
He won't kill her.
(gritting his teeth)
GODDAMMIT!

They're moving up on an EMPTY BLOCK -- a NIGHT CONSTRUCTION

TEAM. A HUGE PIECE OF HEAVY MACHINERY backs up slowly and
inexorably, BLOCKING THE INTERSECTION.

BATMAN GUNS THE ENGINE. SWERVES LEFT. TRIES TO SLIDE 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. THE

JOKER'S VAN is two blocks back and coming up fast.

ONLOOKERS and CONSTRUCTION WORKERS are beginning to form a

crowd around them.

VICKI
Can't we --

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

The BATMOBILE's computerized VOICE replies:

COMPUTER
Shields.

With a series or 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 sprint through the CONSTRUCTION SITE,

vaulting over mounds of loose dirt and concrete rubble.

INT. VAN - MOVING - NIGHT

THREE POLICE CARS, red lights blazing, OVERTAKE THE JOKER'S

VAN and bear down on the abandoned BATMOBILE.

GOON AT WHEEL
Are they ours?

JOKER
... I don't know. We'd better get out
of here.
(into RADIO MIKE)
Westbound on 36th. DO YOU COPY??

The VAN does a discreet U-turn and rumbles off sedately

down the street.

EXT. SIDE STREET - THAT MOMENT - NIGHT

BATMAN and VICKI zigzag past storefronts and candy stands,

dodging astonished PEDESTRIANS.

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INT. CAR - MOVING - THAT MOMENT

FOUR GOONS with GUNS. They spot BATMAN and VICKI coming off
the side street. GOON I, the driver, speaks into a radio:

GOON I
We got 'em!

JOKER (V.O.)
(over radio)
Take 'em! I want his head!

EXT. STREET - THAT MOMENT - NIGHT

BATMAN and VICKI race down the sidewalk. The car is gaining
on them; and then, from behind --

BATMAN and VICKI are caught in a SPRAY OF BULLETS. They

dive. Drop behind a parked car. And don't come up.

They've ducked into a BLIND ALLEY.

INT. ALLEYWAY - NIGHT

Hunkered on the pavement, they watch the car glide past the
mouth of the alley. VICKI sighs in relief. BATMAN -- still
alert, his muscles tensed -- puts a restraining hand on her
arm. He looks overhead, sees a catwalk spanning the width
of the alleyway five stories up.

BATMAN
How much do you weigh?

VICKI
... A hundred and eight?

He does some quick mental calculations. A beat. Then the

CAR reappears -- backing up -- blocking their only avenue
of escape. BATMAN unfurls a rope, HEAVES A BATARANG UPWARD,
and grabs VICKI roughly about the waist.

BATMAN
HANG ON!

The JOKER'S THUGS pile out of the car. The BATARANG catches
on the catwalk, and BATMAN triggers the spring-action REEL
on his utility belt -- jerking him and VICKI INTO THE AIR.

BULLETS zing past as they 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. They lurch upward
another few feet -- and stop again. VICKI SCREAMS.

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

BATMAN (cont.)
Whatever happens -- DON'T LET GO!!

In the wink of an eye he's detached the reel from his own
waist and hitched it around VICKI's belt. Before she has a
chance to protest, he LETS GO.

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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 end of the
line as BATMAN lands with a loud crash, overturning a row
of garbage cans. The GOONS are on him in a flash -- one per
limb. Random kicking and flailing. BATMAN manages to slam
two GOONS into a wall, but before he can get to his feet --

-- GOON #3 slams a lead pipe into the back of his skull.

BATMAN is down for the count. The THUGS dust themselves off
and circle around his prostrate form, still wary.

The LEAD THUG holds his colleagues back, draws his gun, and
fires TWO SHOTS, point-blank, at the yellow-and-black
INSIGNE on BATMAN's chest. The body jerks.

They move closer. And stop.

GOON I
... No blood.

GOON II
Jesus.

GOON III
Wait a minute.

GOON III screws up his courage and crouches beside the

body. He examines THE BATMAN'S TUNIC... and RIPS IT OPEN.

GOON IV
... What is that?

GOON III
Some kind of body armor.

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

EXT. ROOFTOP - ON VICKI

Five stories overhead, VICKI has pulled herself up onto the

roof of the adjacent building. She watches transfixed as
the THUGS bend over to remove BATMAN's cowl. But at this
height -- and this angle -- she can't see his face. On a
sudden impulse she reaches for her CAMERA BAG.

ANGLE ON GOONS

peering-down open-mouthed at the unconscious face of BRUCE

WAYNE. Blood seeps from BRUCE's left nostril.

GOON I
Well?... Who is this guy?

GOON II
I dunno. You seen him before?

GOON III
Maybe he's got some kind of I.D.

GOON IV
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Good idea. Let's check his wallet.

GOON I
We'll worry about it later. Plug
him.
(beat)
In the head.

GOON II draws his automatic. And at that very instant... A

FLASH GUN EXPLODES OVERHEAD.

Startled, the THUGS look up. ANOTHER CAMERA FLASH.

GOON III
Goddam, it's the redhead!

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.

ON BRUCE

HIS EYES WINK OPEN.

ON VICKI

momentarily idle. She's used up her roll. The GOONS KEEP

SHOOTING as she reaches in her bag for new film. She finds
it, loads the camera with astonishing dexterity -- and
then, on instinct, reaches back inside the bag for a
TELEPHOTO LENS. All the better to see you with, Batman...

ON THE THUGS

No response from VICKI. They begin to relax a little.

GOON II
Did you hit her?

GOON I
Who cares? Wax that freak.

They turn their attention to BRUCE. A GLOVED HAND snakes

out with lightning speed -- GRABBING GOON I BY THE COATTAIL
and pulling him DIRECTLY INTO THE LINE OF FIRE. GOON II bas
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. He's on the

way down when he catches a STEEL-TOED BOOT in the gut.

Four seconds after all this began, BRUCE is alone in the

alleyway with GOON IV. GOON IV has his gun pointed right at
BRUCE, but he's shaking too much to pull the trigger.

BRUCE smiles. GOON IV SCREAMS and RUNS FOR HIS LIFE.

Through all this, VICKI's telephoto camera has been poised

on the ledge, snapping away. BRUCE looks up at the FLASH
GUN and shakes his head. He bends to retrieve his cowl.
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ON VICKI

She finally dares to peek down at the alley. Limp goons

everywhere. And, in addition, THE BATMAN -- leaping up,
grabbing the edge of a fire escape, climbing up to meet
her.

VICKI thinks fast. She may have a clean shot of BATMAN'S

FACE. She advances the film in the camera and removes the
roll, then drops it down her blouse.

But BATMAN is likely to want that roll. So she straightens

her skirt and scurries across the roof, away from the
alley. She should have a minute or so before be gets there.

It's a three-foot drop to the next roof over. VICKI

clambers down and quickens her pace, tossing a nervous
glance over her shoulder every couple of steps.

Then, somehow -- and she'll be damned if she can figure out

how -- she walks smack into THE BATMAN. And GASPS.

BATMAN
... Not even a 'thank you'?

VICKI
Well -- I think you might consider
thanking me. You were good as
dead.

BATMAN
That's because you lied about your
weight.
(a long pause)
Thank you.

VICKI NODS and tries to walk past him. He grabs her arm.

BATMAN (cont.)
I'll have to ask you for that film.

VICKI
I just wanted to distract them. I
wasn't trying to get a picture of
you.

BATMAN looks down at the camera hanging from her neck. The
telephoto lens must jut out six inches. VICKI gulps.

BATMAN
Please.

VICKI
I won't let you have it.

THE BATMAN is amused. He smiles menacingly.

VICKI (cont.)
I know you can break my neck and
take it. But the Joker's on that
same roll. I --

BATMAN
The Joker is a murderer. And you
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were as good as dead. So --

VICKI
Look, I appreciate what you did for
me. But this is my job. And I'm
keeping those pictures.

BATMAN
All right, here's a compromise. I'll
develop the photos. You keep the
Jokers and I'll keep the rest.

VICKI
How do I know you won't keep them
all?

BATMAN
Because I'll take you with me.

He reaches out, holds her gently by the shoulders. His

voice is deep and soothing. True, VICKI is a little dizzy
from all that's happened, but she's undeniably drawn to
him.

Still cautious, though. She reaches into her bag and hands
over a roll of film. The original roll -- not the telephoto
shots, which are still stashed in her blouse.

BATMAN (cont.)
Thank you, Vicki.

VICKI
... Where are you going to take me?

No reply. She looks up into his mirrored eyes. He pulls her

closer to him. Brushes back her hair, runs one hand
delicately along the line of her cheek...

... AND BREAKS A TINY CAPSULE under her nose. VICKI SLUMPS
into BATMAN's arms.

CUT TO:

EXT. ALLEYWAY - NIGHT

Street level. BATMAN emerges carrying VICKI's inert form in

his arms. He pauses and peers around the edge of a wall at
the BATMOBILE two blocks down.

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. AN ENORMOUS THREE-TON

CATERPILLAR WINCH rumbles up the street toward the
Batmobile.

He's about to get towed. BATMAN takes a RADIO TRANSMITTER

from his utility belt and SPEAKS INTO IT.

BATMAN
Shields open.

EXT. STREET - ON BATMOBILE

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TWO COPS are crawling along the hood of the car. From
within they hear the tinny computerized voice:

COMPUTER
Shields open.

The steel plates begin to retract.

BATMAN (V.O.)
(over radio)
Ignition.

COMPUTER
Ignition.

The stunned COPS gaze into the Batmobile's cockpit.

COP
There's somebody in there!

They TUMBLE OFF THE HOOD as the turbine engines ROAR TO

LIFE and THE BATMOBILE BEGINS TO MOVE.

COPS AND ONLOOKERS quickly clear a path. They stand there

stunned as the futuristic auto PICKS UP SPEED and advances
toward the end of the block. The LEFT TURN SIGNAL flashes
dutifully. And the BATMOBILE VANISHES AROUND THE CORNER.

PANDEMONIUM BREAKS LOOSE as the COPS bolt for their cars.

EXT. STREET - NIGHT

SIRENS WAIL. PASSERSBY STARE SLACKJAWED at the driverless

BATMOBILE as it tears down the street, passing, darting,
dodging buses and CUTTING OFF TAXIS -- all with a squad of
COP CARS in hot pursuit.

EXT. ALLEYWAY - NIGHT

BATMAN sees the BATMOBILE rounding the corner and

approaching on the straightaway. He takes VICKI in his arms
and STEPS DIRECTLY INTO THE PATH OF THE ONRUSHING
HEADLIGHTS.

BATMAN
STOP!

BRAKES SQUEAL. The BATMOBILE stops one yard short of BATMAN

and VICKI. A moment later BATMAN is AT THE WHEEL.

SIRENS BUILD. LIGHTS FLASH. The COP CARS are now visible
behind them. BATMAN floors the pedal; the Batmobile's
powerful AFTERBURNERS kick in; and the hapless cops KILL
THEIR SIRENS as BATMAN zooms off into the night at 140 mph.

DISSOLVE TO:

EXT. BACK ROAD - NIGHT

A deserted stretch of road, lined by ancient tall pines on

either side. The BATMOBILE roars past.

INT. BATMOBILE - NIGHT

VICKI is gradually coming to on the passenger's side.

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VICKI
... How long have I been out?

BATMAN
Quite a while. I took the scenic
route.

VICKI
(gazing around her)
Well, I've certainly enjoyed it.
What's that?

He's just hit a BUTTON on the dashboard.

BATMAN
Garage door.

EXT. ROAD - THAT MOMENT - NIGHT

At the side of the road, a FALLEN TREE, surrounded by

underbrush, RISES HYDRAULICALLY INTO THE AIR -- revealing a
SECRET ROAD invisible from the main thoroughfare.

Doing sixty, the BATMOBILE makes a hairpin turn. Seconds

later, the FALLEN TREE drops back magically into place.

INT. BATMOBILE - A MOMENT LATER - NIGHT

As they cruise down the hidden road, VICKI STUDIES BATMAN'S

FACE. KNOX's words are very much on her mind.

VICKI
I meant to ask you. Up on the roof
-- how did you know my name?

BATMAN SMILES in response. VICKI smiles with him.

VICKI (cont.)
I'm serious. How did you know?

No reply. VICKI frowns, looks through the windshield, and

SEES -- much to her horror -- an enormous SHEER CLIFF WALL
LOOMING DEAD AHEAD.

Wide-eyed, she looks at BATMAN. Still smiling, he HITS THE

GAS -- SPEEDING UP. She lets out a SCREAM.

ANGLE ON CLIFF WALL

One second to impact. Suddenly the cliff wall VANISHES

ALTOGETHER -- revealing, in its place, the GAPING MOUTH OF
AN UNDERGROUND CAVERN.

The Batmobile zooms through. A moment later, the CLIFF WALL

-- which is nothing more than a HOLOGRAPHIC PROJECTION --
winks back into existence, showing no trace of the cavern.

INT. BATCAVE - NIGHT

We all know this place. Although we haven't had time to

acquire the familiar mementos -- the dinosaur, the giant
penny -- the BATCAVE is unmistakable. Vast banks of
blinking computers. A state-of-the-art crime lab. A fully-
equipped workshop for hammering out new toys. It's the
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biggest and best secret clubhouse a boy could wish for.

BATMAN climbs out of the car. He removes his cape, strips

off his bullet-riddled jersey and his body armor. There are
TWO BIG BRUISES on the center of his chest.

VICKI looks on as he goes to a rack along one wall and

picks out a fresh tunic -- one of four. She wanders over to
examine the row of bat-suits -- and the BODY ARMOR.

VICKI
What is this stuff? Kevlar?

BATMAN
Better. It's not on the market yet.

VICKI
It doesn't protect your head,
though.

BATMAN
That's why I wear a target on my
chest.

THE BATMAN takes obvious pleasure in showing her his

futuristic bachelor's pad. His tone is jokey, almost
flirtatious. Behind the mask, he's a lot looser, more
carefree, than some guys we could name...

... like Bruce Wayne.

VICKI is, to put it mildly, awed. She wanders around gaping

at millions of dollars' worth of equipment.

VICKI
How'd you find this place?

BATMAN
Stumbled across it when I was a boy.

VICKI'S HEAD jerks up abruptly. In the dim recesses

overhead, BATS ARE SCREAMING. She shivers.

BATMAN (cont.)
They don't come down here. They're
afraid of the lights.

VICKI
I don't like bats. Not that kind.

BATMAN
They used to terrify me. But I
forced myself to keep coming back,
and --
(smiling)
-- I guess I became the thing I
feared the most. I'll do your photos
now.

He goes to a HIGH-SPEED PHOTO PROCESSING MACHINE -- the

kind they have at Fotomat, only better -- and loads the
roll.

VICKI wanders over to the edge of a DEEP BLACK PIT. She

kicks a pebble over. Long seconds pass; no sound.
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She looks up. Suspended over the bottomless pit are a pair
of GYMNAST'S RINGS. This guy is dedicated.

VICKI
Who pays for all this?

BATMAN
I have sponsors.

VICKI
The computers?

BATMAN
I'm running a check on the tainted
products. There is a pattern.
Beauty products. Personal hygiene.

VICKI
No more makeup. -- Looks like we'll
all be showing our true faces now.

She looks straight at him. It's almost a direct request.

But BATMAN is preoccupied with the matter at hand.

BATMAN
I've tracked all the records. Every
shipment, every warehouse, every
loading dock. Nothing. No
opportunities for tampering. Somehow
the Joker is supplying tainted
ingredients... at the source.

VICKI
Wait. You can just tap into any
corporate database you want?
Anywhere?

BATMAN
Oh, no. I let the FBI do that. Then
I tap into the FBI. -- Your photos
are ready.

He holds up a hand to VICKI: stand back. Then he checks out

the pictures -- SMILING as he shuffles through the prints.

VICKI
You could've killed him, you know.
You could have killed the Joker.

BATMAN
I had to save you, Vicki.
(turning to face her)
Here you go. I think I'll let you
keep the whole set.

She looks at the photos. Joker. Joker. Joker. And four

shots of the BATMAN in action. He's without his mask, but
there's no clean angle on his face.

VICKI doesn't quite know why, but her head is reeling.

BATMAN (cont.)
Care for an autograph?

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He takes one of the prints, scrawls on it, hands it to her
with the inscription: "TO VICKI. LOVE, B."

Now he turns to shut down the photo machine. VICKI is

trembling. Her hand goes to her belt, finds the telephoto
roll concealed in her blouse. She steps up silently behind
him, reaches for his cowl. At the last second... she STOPS.

VICKI
... Bruce?

HE FREEZES IN PLACE for an indecisive moment. Then:

BATMAN
Are you talking to me?

He turns in seeming incomprehension. And shows her a

SMILE... the same crooked, curious, childlike smile she saw
on BRUCE's face that morning when she caught him singing.

BATMAN (cont.)
Maybe we've had enough for one
night. I'll take you home.

Almost in a trance now, she lets him lead her to the

BATMOBILE. As she takes her seat he reaches into his
utility belt for another KNOCKOUT CAPSULE.

BATMAN (cont.)
Do you want to do it this time?

VICKI doesn't move. She looks at the capsule in her hand as

he walks over to the driver's side and gets in.

BATMAN (cont.)
Don't be afraid. I'm here.

She takes one last look at the familiar SMILE beneath the
mask... then breaks the capsule and BREATHES DEEP.

FLAME ERUPTS from the rear of the Batmobile as the after-

burners kick in and BATMAN screeches off. A FIERY RED GLOW
fills the screen, BURNING OUT THE IMAGE as we

DISSOLVE TO:

EXT. GOTHAM STREET - 1963 - NIGHT (DREAM SEQUENCE)

The red glow resolves itself into a DREAMLIKE STREET SCENE:

liquid, weightless figures moving in a tinted, soundless
cityscape as DISTANT, TINKLY CARNIVAL MUSIC plays
underneath. We're outside a theatre watching first-nighters
emerge from the opening of a hit musical.

In the crowd we pick out THREE FIGURES: DR. THOMAS WAYNE,

his wife MARTHA, and -- in THOMAS's arms -- their young son
BRUCE. BRUCE hasn't made it through the show. He's asleep,
head nestled peacefully against his father's shoulder.

THOMAS rouses the boy gently, sets him down on the

sidewalk. BRUCE rubs the sleep from his eyes as THOMAS puts
an arm around his wife. Together they begin walking.

IN A SINGLE CUT the crowd has DISAPPEARED, and the WAYNES

are walking toward us up a deserted street. THOMAS and
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MARTHA are laughing, making jokes, reaching down to tousle
BRUCE's hair. Their FACES, as they draw closer, are FULL OF
JOY. And then, without warning --

A HANDGUN enters frame.

The WAYNES freeze in their tracks. THOMAS steps

protectively in front of his wife, reaches for his wallet,
begins unbuckling his watch. He won't put up a fight.

MARTHA's hand goes involuntarily to the PEARL NECKLACE at

her throat.

The GUNMAN sees it, gestures for her to hand it over. But
MARTHA is paralyzed, afraid to move.

The GUNMAN steps past THOMAS, SNATCHES AT THE NECKLACE.

The instant his wife is threatened, THOMAS ATTACKS. The

pearl strand BREAKS in the GUNMAN'S HAND as he drops toward
the sidewalk.

A SILENT BURST OF FLAME erupts from the muzzle of the gun.

THOMAS CRUMPLES. MARTHA emits a PIERCING SHRIEK -- a shriek

we cannot hear --

-- a shriek cut short by a second burst of flame.

BRUCE stands paralyzed in shock. THE GUNMAN scoops a

handful of pearls off the sidewalk, reaches for MARTHA's
purse, and rises slowly -- his gun levelled directly at the
boy.

Almost catatonic, BRUCE stares down at the corpses of his

parents. At their hands, somehow intertwined. At the tiny
glinting pearls and the spreading pool of blood around
them.

He looks up with a gaze so bleak, so petrifying... that the

GUNMAN turns and runs.

AND WE CUT. To an exact reproduction of the Pulitzer Prize-

winning photo... the cops bent over the bodies, the medics
with their stretchers, the boy BRUCE, his arms wrapped
tightly around the waist of OFFICER GORDON.

There's only one difference. BRUCE's head is turned away

from us. We can't see his face.

And now a HAND enters the frame. Much like the GUNMAN's
hand, but feminine, beckoning. BRUCE, hearing his name,
LOOKS UP; then, agonized, ashamed, he BURIES HIS FACE in
GORDON's side. GORDON gestures angrily at the intruder.

But the hand keeps beckoning. And ultimately BRUCE turns.

Showing us the tear-stained face from the famous photo. A
face slack with horror. The horror of his parents' death...
and more importantly, the horror that someone would dare to
violate this most private and terrible of moments.

At last we see what BRUCE sees: a WOMAN crouched on the

sidewalk nearby. The WOMAN is holding a camera. The WOMAN
is smiling prettily at BRUCE.

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The WOMAN is VICKI VALE.

A FLASHBULB EXPLODES. FILLING. THE SCREEN with its blinding

white light, SCORCHING OUT THE IMAGE as a HARSH RINGING
SOUND cuts through the silence.

CUT TO:

INT. BEDROOM - NIGHT

VICKI AWAKENS. She sits up in bed, tremulous, distraught.

The bedside phone is ringing. She reaches for it, but her
hand freezes in midair. She knows who's calling.

Three rings later, she manages to lift the receiver. To her

amazement, she finds she cannot speak. Finally, she hears a
VOICE at the other end of the line.

BRUCE (V.O.)
Vicki... ?

INT. BRUCE WAYNE'S STUDY - NIGHT

BRUCE at a big mahogany desk in his somber, book-lined

study. The room is dark but for a small table lamp.

BRUCE
Vicki, I've been thinking about you.
(long pause)
I know it's late. I'm sorry. I --
Are you there?

INTERCUT BRUCE AND VICKI

VICKI
Yes, Bruce -- I'm here --

BRUCE
I'm sorry about the way things went
between us. I'd very much like to
see you again.

VICKI
Well, Bruce... I don't think... that
would be possible.

BRUCE
I wish you'd reconsider.
(groping)
I didn't stand you up today. The
museum was closed when I got there.

VICKI
I, uh...

ON VICKI

Her voice trails off. She's profoundly shaken. She knows.

BRUCE (V.O.)
Vicki? Vi --

She returns the receiver to its cradle.

ON BRUCE
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He hears the click. His lips part slightly. He hangs up and

sits there at the desk, staring straight ahead.

CUT TO:

INT. VICKI'S BATHROOM - NIGHT

TOTAL DARKNESS. VICKI stands before the bathroom mirror.

She holds the OPENED ROLL OF TELEPHOTO SHOTS over the sink.

Then she strikes a match. IGNITES the film. Drops it into

the sink, and -- with hollow eyes -- WATCHES IT BURN.

CUT TO:

INT. VICKI'S APARTMENT - LATER - NIGHT

It's four in the morning. VICKI, wrapped in a bathrobe,

still shaky, pours her fifth cup of coffee. Sitting across
from her is a rumpled and stubbly ALEXANDER KNOX.

KNOX
Vicki, it all fits. The stuff you're
telling me -- the car, the equipment
-- somebody's paying for it.

VICKI
I just can't --

KNOX
The FBI. You know who's got the FBI
computer contract? Wayne
Technologies.
(shaking his head)
The guy's bats all right. He's bat
shit crazy. This is gonna be the
most incredible --

VICKI
But he's not.

KNOX
Not what?

VICKI
He's not crazy.

KNOX slaps his forehead in frustration, sprawls back in his

chair.

KNOX
Vicki. We got a wealthy millionaire
here... who dresses up like a bat. He
goes out at night and swings around
-- in his cape -- on a rope.
(throwing up his hands)
Okay. Maybe I'm crazy.

VICKI
Allie... he wants to tell me.
That's why he took me there. Because
he's trying to tell me.

KNOX
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Gimme a break. If he wants to chat,
he can talk to his car.

The joke dies. VICKI stares dead ahead. KNOX looks on in

utter disbelief as it all comes into focus: he's lost her
loyalty. VICKI is in over her head with BRUCE.

VICKI
He has to tell someone. And I'm the
one. He's trying to tell me.

KNOX, hurt in a way he doesn't fully understand, gets up

and pulls on his coat. He stares at her coldly:

KNOX
Well, when he does you know my
number.

CUT TO:

EXT. NEWSSTAND - DAY

CUSTOMERS are lining up to buy the early edition of the

Globe, which carries the full-page banner headline:

WAR OF THE FREAKS

Batman, Joker in Fluegelheim Shootout

In the midst of the hubbub a DELIVERY TRUCK cruises past,

dumping a bundle of AFTERNOON EDITIONS on the sidewalk.
"WAR OF THE FREAKS" has been relegated to the lower right-
hand corner of the page -- supplanted by more pressing
news:

STOCK MARKET CRASHES

Product Scare Drops Dow to 1100
Biggest One-Day Decline in History

INT. WAYNE FOUNDATION - DAY

BRUCE in a plush office suite downtown, on the phone to his

broker. Behind his desk is a big plate-glass window with a
fortieth-floor view of the financial district, so he can
wave at his fellow millionaires on their way down.

BRUCE
Don't sell. It won't last. We'll
ride it out.

With exaggerated calm, he hangs up. He lifts the receiver

to dial another number, then hesitates and hangs up again.

INT. RECEPTION AREA - A MOMENT LATER - DAY

BRUCE, affecting an air of nonchalance, strolls past a

squad of SECRETARIES at desks. Phones are ringing off the
hook.

INT. HALLWAY - A MOMENT LATER - DAY

BRUCE ambles past a couple of COLLEAGUES. One of them is

shambling catatonically down the hall, bumping into walls.
The other is WAILING HYSTERICALLY.

WAILING COLLEAGUE
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... a nine-million-dollar bath!

BRUCE nods in sympathy as they pass. He stops outside the

door to a men's room, looks around cautiously, then enters.

INT. MEN'S ROOM - A MOMENT LATER - DAY

A small anteroom outside the bathroom proper, with a bank

of PAY PHONES on one wall. BRUCE checks the bathroom to
make sure it's empty, then digs out a quarter and dials a
number. He cups one hand confidentially over the receiver:

BRUCE
(the familiar rasp)
Vicki?... This is Batman. I thought
I'd call and see how you're doing.

INT. VICKI'S APARTMENT - DAY

VICKI
(hesitantly)
... I know it's you, Bruce. I'm not
going to talk to you unless we can
discuss it.

INT. MEN'S ROOM - ON BRUCE

BRUCE
(a little smile)
Who's this "Bruce"? Are you trying
to make me jealous?

VICKI (V.O.)
(filter)
I'm serious, Bruce. We have to --

At this very moment, a DAZED FINANCIER enters from behind.

FINANCIER
Hi, Bruce.

BRUCE automatically claps a hand over the mouthpiece. His

face goes slack as he hangs up -- with VICKI'S TINNY VOICE
still squeaking on the other end of the line.

CUT TO:

INT. DISTRICT ATTORNEY'S OFFICE - NIGHT

HARVEY DENT at a big desk, flanked by a number of

POLITICOS.

DENT
... We deal.

ADVISER
Harvey, please. I mean --
(shaking his head)
If your first official act as D.A.
is to cut a deal with a
terrorist...

DENT
Screw that, Ed. We've got a market
panic of national proportions.
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-- We've got 786 people dead.
(beat)
I won't sacrifice one more life for
the sake of appearing strong.

POLITICO
Harvey's right. We've got the 300th
anniversary gala coming up. The
networks won't even send in a crew.

ADVISER
Harvey, the police are working round
the clock, the feds are coming in.
This thing could break any minute
now.
(turning)
Tell him, Jim.

COMMISSIONER GORDON reaches into his vest pocket for a

cigar. He clips the end off, lights it, takes a long
drag... and STARES GLUMLY at the floor.

GORDON
Cut the deal.

INT. CITY HALL - NIGHT

The MAYOR sits impatiently at a long table, flanked by JIM

GORDON, HARVEY DENT, and other prominent officials. The
room is packed with REPORTERS and TV NEWS CREWS.

NEWS ANCHOR
... at City Hall, where the mayor is
waiting to open negotiations with
the clown-faced terrorist known as
the Joker. It is now eight minutes
past the appointed deadline, and
still no word from --

INT. GOTHAM GLOBE - CITY ROOM - THAT MOMENT - NIGHT

REPORTERS cluster around a bank of four TV sets, each tuned

to a different station, all broadcasting from city Hall.

REPORTER I
Look at 'em sweat. Can't wait for
the next Gallup Poll.

REPORTER II
Hey Knox, cheer up. It ain't the
Batman but it's pretty choice.

KNOX, who has recently taken up smoking, responds with a

grunt. SUDDEN HUBBUB from the ONLOOKERS as a wave of VIDEO
NOISE wipes half the screen away.

INSERT - TELEVISION SCREEN

Split-screen. On one side is the MAYOR. On the other --

sitting in a director's chair with a big yellow HAPPY-FACE
BACKDROP behind him -- is the JOKER, grinning fiendishly.

JOKER
Joker here. Can we talk?

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The MAYOR fumbles for his prepared statement.

MAYOR
"While this administration remains
vehemently opposed to terrorism in
any form, we are prepared to
negotiate any reasonable demands
which will guarantee the safety of
the populace."

JOKER
Huh. Demands. Well, gents, this is
kinda embarrassing, but... I'm having
such a swell time, I just haven't
thought any up.

He shrugs. STARTLED REACTIONS from the city officials.

JOKER (cont.)
But I'm a reasonable fella. If you
want to make me an offer...

Panicked, the MAYOR and co. go into a quick huddle.

MAYOR
All right, all right. Here's the
deal. Total amnesty... and the sum of
ten million dollars, payable in --

JOKER
Ten million dollars. Ten million
dollars.
(flying off the handle)
Ten mi-- YOU CHEAPSKATES! I've just
wiped out the stock market. I've
cost you billions!
(petulantly)
I want ten million and one.

MAYOR
No, wait, please! We'll talk. Just
tell us what you expect.

JOKER
Goddammit, I expect to be treated
like an ARTIST. GET OFF MY SCREEN!!

MORE VIDEO STATIC sweeps across the screen, pushing the

MAYOR clean out of frame. The JOKER leers at the camera.

JOKER (cont.)
I might just think up some demands.
And I'm gonna talk to all my
friends, and see what they want,
too. And then maybe we'll get
together -- have a little party --
exchange presents.
(waving goodbye)
Happy Birthday, Gotham.

"The Shadow of Your Smile" comes up UNDERNEATH as the

JOKER's transmission ends and the SCREEN GOES BLACK.

INT. GLOBE CITY ROOM - THAT MOMENT - NIGHT

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FRANTIC ACTIVITY as REPORTERS rush to their telephones and
typewriters. KNOX strolls slowly back to his desk. He's
sitting on the biggest story of his career... and now, as
he realizes grimly, nobody knows or cares.

CUT TO:

EXT. ANDREWS ISLAND - DAY

A tiny island in Gotham Harbor, homesite of LADY GOTHAM --

the huge, newly restored stone statue that welcomes
incoming ships. Her upper half is draped in a huge TARP
prior to the unveiling ceremony scheduled for this Sunday.

At the base of the statue, WORKMEN are assembling a big

wooden platform, complete with microphones, amplifiers and
spotlights. They raise a gigantic BANNER which reads:
"GOTHAM CITY -- 300TH ANNIVERSARY CELEBRATION."

CUT TO:

EXT. WAYNE MANOR - DAY

A TAXI pulls away from the wrought-iron gate at the

entrance to the estate. KNOX ambles up to a stone pillar,
glances up at a VIDEO CAMERA mounted over the gate, and
hits a BUZZER.

ALFRED (V.O.)
(through loudspeaker)
Yes?

KNOX
Alexander Knox. Gotham Globe.

ALFRED (V.O.)
Mr. Wayne is out for the day.

KNOX
Actually, I wanted to talk to
Batman. Pass that on to Mr. Wayne,
would you?

KNOX starts cockily off down the driveway -- then STOPS.

Behind him, the iron gates are SLIDING OPEN.

INT. BRUCE'S LIBRARY - TEN MINUTES LATER - DAY

KNOX, agitated, drums his fingers on the edge of a big

leather chair. BRUCE stands across from him.

BRUCE
I've been expecting to hear from
you.

KNOX
Well, that's how it is, chum. She
tells me everything.

BRUCE
What is it you want?

KNOX
Simple. You know the score. One
column -- and I can bring all this
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tumbling down. I can take you off
the streets once and for all.
(a shaky pause)
I want you to hang up the suit. And
I want you to stay away from Vicki.

BRUCE
I can't do that. Not while the
Joker's still out there.

KNOX
Then stay away from Vicki. That's
all I want, man. I just want your
word.

BRUCE turns away, evading his gaze. KNOX fumbles in his

jacket for a cigarette.

KNOX (cont.)
See, I don't know how it happened --
she's a smart girl and you are an
extraordinarily screwed-up guy -- but
she's in love with you.

BRUCE
There's something I don't
understand. If you've got the story,
why haven't you printed it?

KNOX
Because I --
(beat)
Because she'd never speak to me
again.

KNOX is a bundle of nerves now. No longer cocky, he stubs

out his newly-lit cigarette -- and begins to PLEAD OPENLY.

KNOX (cont.)
Come on, Bruce. Be straight. What
have you got to offer? You gonna
marry her? Batman and Mrs. Batman?
(laughing bitterly)
Gimme a break, huh? Who's gonna be
Best Rodent?

BRUCE sinks into a chair, exhales sharply. He can't even

put up an argument. The two of them sit there, not looking
at each other, as ALFRED appears in the doorway.

BRUCE
Do you want a drink?

KNOX
Yeah, a drink. "Civilized." Man-to-
man, right?

BRUCE
Alfred, bring something for Mr.
Knox. -- I'll have one too.

CUT TO:

EXT. GOTHAM PARK - LATE AFTERNOON

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The weekend-long BIRTHDAY GALA is getting underway, and
Gotham Park is mobbed with CELEBRANTS enjoying a FREE
CONCERT. Onstage: FIVE ELVIS IMITATORS, dressed in
everything from black leather to white spangled jumpsuits,
representing the King in progressive stages of
deterioration.

INT. VICKI'S APARTMENT - DUSK

She's on the sofa beside a disconsolate BRUCE.

VICKI
... So we just pretend none of this
ever happened. We never met. We --
(frightened)
You're going to get yourself killed,
Bruce. You know that, don't you?

BRUCE
It wouldn't matter much.

VICKI
I don't understand it. You can do so
much good for people. As Bruce
Wayne.

He sinks back on the sofa, closes his eyes. He's had the
same argument with himself a thousand times.

BRUCE
Money makes money, Vicki. The
foundation runs itself. -- I'm
extraneous to the process.

VICKI
You're one man. You can't save
everybody.

BRUCE
What it I could save a handful?
-- What if I could save one?

VICKI is sick of watching BRUCE torment himself. She stands

up, almost crying now, and ACCUSES HIM DIRECTLY:

VICKI
Bruce, at the rate you're going, you
can't even save yourself.

BRUCE
(staring right at her)
Sometimes... I don't know if there's
enough of me left to save.

VICKI is totally drained. She heads for the kitchen.

VICKI
Oh, God. I've got to have some
coffee or something.

A moment's breather as BRUCE sits on the sofa reflecting.

Then, suddenly, a KNOCK at the door.

VICKI reappears and moves to answer the door. BRUCE -- on

his feet instantly -- grabs her by the shoulder.
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BRUCE
Are you expecting anyone?

She nods no. He goes to the peephole in the door.

BRUCE (cont.)
Who's there?

THROUGH THE PEEPHOLE he sees a DELIVERY BOY.

DELIVERY BOY
Package tor Miss Vale.

BRUCE
Set it down by the door. On the
left-hand side.

The DELIVERY BOY sets the package down and wanders off,
tipless, muttering something about "cheap shits." After a
moment's interval, BRUCE opens the door and bends to pick
up the mysterious package.

Another brown-paper parcel... ADDRESSED IN CRAYON.

VICKI
BRUCE!

He strides past her, handling the parcel gingerly, and sets

it down on the kitchen counter.

VICKI (cont.)
It's just like the last time. He
sent me a present before he --

BRUCE
Very thoughtful. Don't touch it.

As VICKI watches, he goes into the living-room and finds

his ALLIGATOR ATTACHE CASE. He opens the case, removes a
LAPTOP COMPUTER and a handful of business papers... then
lifts out a false bottom to reveal his UTILITY BELT.

VICKI
Oh, Bruce. Don't tell me you carry
it around with you.

BRUCE
I feel naked without it.

He takes out a tiny ULTRASOUND SCANNER -- rather like a

stethoscope, with a miniature sonar display where the
earpieces should be -- and runs it over the package.

BRUCE (cont.)
Not a bomb. But it could be rigged.
Wait in the next room.

He takes a small GAS MASK from his belt, puts it on, then
SLITS THE WRAPPING with a steak knife.

Nothing. Cautiously, he pulls back the flaps. The box is

full of STYROFOAM POPCORN. BRUCE shoves a hand down into
the popcorn... and extracts a HUMAN EAR.

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In the doorway behind him, VICKI lets out a squeal.

BRUCE grabs the box and dumps TWO DOZEN EARS on the
counter.

BRUCE
... They're wax.

VICKI finds a hand-scrawled NOTE among the ears.

VICKI
"It worked for Van Gogh. Let's make
up. I'll need you soon." -- Whew.

BRUCE
(lost in thought)
That does it. It's going to be this
weekend.

The KITCHEN PHONE rings. VICKI reaches for the receiver.

Her eyes go wide and she gestures him over.

INT. ALICIA HUNT'S APARTMENT - THAT MOMENT

ALICIA, in her porcelain mask, on the phone.

ALICIA
I thought you ought to know -- he's
coming for you...

ON BRUCE AND VICKI

Faces pressed together as they listen in. BRUCE covers the

mouthpiece with one hand.

BRUCE
Keep her on the line!

VICKI
... Where are you calling from?

As VICKI struggles to keep the conversation alive, BRUCE

rushes into the living room and crouches beside his LAPTOP
COMPUTER. He plugs it in, flips open the screen, punches up
a telecommunications program.

A moment later VICKI enters from the kitchen.

VICKI
I'm sorry, she hung up. What are --

BRUCE
Finding out where she is.

VICKI
How can you do that if she's already
off the line?

BRUCE
I've had an automatic tracer on this
number ever since he tracked you to
the museum.

INT. BATCAVE - THAT MOMENT

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MASSIVE COMPUTERS click and whir. At BRUCE's prodding,
INFORMATION comes up on the monitor: a number, a name --
ALICIA HUNT -- and an East Side address.

INT. VICKI'S APARTMENT - THAT MOMENT - EVENING

THE SAME INFORMATION scrolls across BRUCE's screen.

BRUCE
Got it!

VICKI
What now!

BRUCE
Hang on. I have to leave a message.

HE FREEZES. He's heard something in the hallway outside.

INT. HALLWAY - THAT MOMENT

ELEVATOR DOORS open on THREE THUGS. One of them uses a key

to lock the car in place on VICKI's floor. The key is on
the end of a ring which contains dozens of other keys.

The KEY RING belongs to a DOORMAN, who's riding in the

elevator with the JOKER's trio of thugs. He's dead, alas.
The THUGS dump him unceremoniously on the floor of the hall
and march toward VICKI's apartment.

INT. VICKI'S APARTMENT - A MOMENT LATER

BRUCE is nowhere in sight. VICKI is at the sink washing

dishes, acting nonchalant. She pretends not to hear the
DOOR unlocking behind her.

She turns -- and faces the THREE ADVANCING THUGS.

THUG I
Hi, Miss Vale. Let's not put up a
fight, huh? 'Cause we'd hate to have
to --

BRUCE steps into the doorway behind them. With a single

sweep of the arm, he flings THREE DRUG-TIPPED NINJA WHEELS
at the thugs, catching one in the neck, one in the
shoulder, one in the hip. They COLLAPSE in quick
succession.

BRUCE
There's a garage in this building?

VICKI nods yes. BRUCE -- all business now that he's in his
element -- disappears into VICKI's bedroom.

She peeks around the corner. He reemerges carrying a BLACK

NYLON STOCKING, which he stuffs into his pocket. VICKI is
full of question, but he shushes her before she can speak.

BRUCE (cont.)
I've got to take him out now.

He stoops down beside the THUGS and pulls the elevator key
off the key ring -- which he then tosses to VICKI.

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BRUCE (cont.)
Pick an apartment and stay there.
And listen: call the police. Give
them that address. Every available
man.

He starts out the door, stops just long enough to take a

dumbfounded VICKI in his arms for a kiss.

INT. UNDERGROUND GARAGE - A MOMENT LATER - EVENING

THE JOKER'S VAN, bearing the Monarch Playing Card logo. TWO
ARMED GOONS lean against the hood. They watch as the
elevator opens and an ordinary fellow in a suit steps out.

BRUCE pulls car keys from his pocket and strolls past the
thugs, head down, whistling. As he walks around the van,
his hand brushes against it -- leaving a MAGNETIZED HOMING
DEVICE, almost too tiny to notice, stuck to the fender.

He walks another six paces, then stops short. He feels

around in all his pockets, making a big show of having
forgotten something.

BRUCE
Oh, hell!

The GOONS eye him curiously as he strides back toward the

elevator. The doors are closing before it strikes them that
something is amiss.

GOON
Hey, boss, something's up. The
elevator's working.

INT. VAN - ON JOKER

Frustrated, snarling, ready to throw a tantrum.

JOKER
DAMMIT! You can't get good help
these days. -- Let's move out.

EXT. STREET - EVENING - OVERHEAD ANGLE

From high above the street we see the JOKER'S VAN pulling
out of VICKI's building. We're up on the roof, with BRUCE.
He hits a button on his utility belt, and a RED SIGNAL
LIGHT begins to flash.

BRUCE clamps the utility belt around his waist. Pulls the
BLACK NYLON STOCKING over his head. And suddenly, he's
BOUNDING ACROSS THE ROOFTOPS in pursuit of the JOKER.

EXT. CROSS STREET - A MOMENT LATER - EVENING

The VAN turns right at the intersection. Nothing unusual.

But for some reason, PEDESTRIANS are pointing at the sky,
staring goggle-eyed at the rooftops.

Far above them, a MAN -- dressed in a suit, a tie, a yellow

belt and a BLACK STOCKING MASK -- is gliding across the
intersection on a ROPE.

INT. VAN - A MOMENT LATER

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The VAN DRIVER guns through a red light. BRAKES SQUEAL on

either side. In the back of the van, the JOKER GROWLS:

JOKER
Slow down, you maniac!

EXT. INTERSECTION - THAT MOMENT - EVENING

As the VAN ROARS PAST, a MOUNTED POLICEMAN shakes his fist.

His horse shies, rears back, turns in a circle. He's just
about gotten the beast calmed down when a MAN IN A STOCKING
MASK plummets down on a rope from nowhere and lands
directly behind him on the horse's back.

BRUCE elbows the startled COP. Now there's only one rider.
The VAN turns left. BRUCE gallops straight ahead through
the intersection, hoping to cut the JOKER off.

INT. ALICIA HUNT'S APARTMENT - THAT MOMENT

ALICIA peers out through the window. On the street below,

UNMARKED CARS are converging.

INT. VAN - THAT MOMENT

The JOKER and co. are two blocks away from ALICIA's. They
see a POLICE SWAT TEAM sealing off the building.

DRIVER
Boss! Jesus! They've --

JOKER
They'll be sorry. They'll be
sorry. -- GET OUT OF HERE!

EXT. SIDE STREET - THAT MOMENT - EVENING

BRUCE on horseback, charging past elegant old brownstones,

drawing stares from passersby. We get a quick look at the
FLASHING RED SIGNAL LIGHT on his belt.

EXT. RIVERVIEW DRIVE - THAT MOMENT - EVENING

A YELLOW VW BUG rips up the street at 70 mph.

INT. VOLKSWAGEN BUG - THAT MOMENT

We can't see the driver. But we do see, on the seat

beside him, a VIDEO DISPLAY with a shifting grid map of the
city -- and on it, a FLASHING SIGNAL blinking in perfect
sync with the one on BRUCE's belt.

EXT. SIDE STREET - THAT MOMENT

BRUCE sees the VW bug rounding the corner and STREAKING

TOWARD HIM. He reins in the horse; it rears back on its
hind legs in a classic western pose; the BUG zooms past --

-- and ALFRED THE BUTLER heaves out a BROWN LAUNDRY BUNDLE,

neatly tied in string.

BRUCE snatches it out of the air, gives ALFRED a quick

salute -- and the BUG is gone.

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INT. JOKER'S VAN - EVENING

The JOKER and his boys are stalled in heavy traffic at the
southern border of Gotham Park. POLICE BARRICADES are
everywhere; the surrounding streets have been roped off for
the birthday gala. HORNS HONK in anger.

JOKER
MOVE! Can't you do something??

DRIVER
It's some kind of detour. They're
backed up for blocks!

The JOKER snorts. He happens to glance into the side-view

mirror. What he sees there... CURDLES HIS BLOOD.

JOKER
Oh my God. How does he do it... ?

EXT. STREET - A BLOCK AWAY - THAT MOMENT

THE BATMAN, IN FULL COSTUMED GLORY, GALLOPING UP THE STREET

ON HORSEBACK -- passing stunned COPS, weaving in and around
the stalled autos, GAINING FAST on the JOKER.

INT. VAN - THAT MOMENT

THE JOKER climbing all over the DRIVER. He HITS THE GAS,
RUNS THE VAN UP ON THE SIDEWALK, and -- at the first
opening he sees -- CRASHES THROUGH A POLICE BARRICADE INTO
GOTHAM PARK ITSELF.

BATMAN is half a block behind him now. As he follows hot on

the JOKER's heels, TWO HELICOPTERS swing into the park from
overhead.

EXT. GOTHAM PARK - EVENING

CROWDS EVERYWHERE. On the central platform where we saw the

FREE CONCERT earlier, an EMCEE mans the microphone:

EMCEE
-- the most spectacular, most death-
defying aerial stunt ever devised.
Tonight -- for the first time
anywhere -- THE FLYING GRAYSONS!

He points up at the two approaching HELICOPTERS, flying

side-by-side in tight formation some forty feet apart.

ANGLE ON HELICOPTERS

ONLOOKERS GASP as TWO TRAPEZES drop from the bellies of the

twin copters. Dangling from the trapezes are the FLYING
GRAYSONS -- a husband-and-wife aerialist team in spangled
red-and-green suits. They begin swinging toward each other
in a plane perpendicular to the path of the copters.

EXT. GOTHAM PARK - GROUND LEVEL

PANIC DOWN BELOW as the JOKER's van barrels through the

crowd, HORN BLARING. BATMAN is moving up swiftly.

On each wrist he's wearing a MINIATURE ROCKET LAUNCHER. He

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lets fly with TWO SALVOS. The first explodes harmlessly
against a tree. The second HITS THE REAR DOOR OF THE VAN --
driving it off the access road down into the brush, where
it nearly topples over sideways.

ANGLE ON FLYING GRAYSONS

GRAYSON has just completed a double somersault in midair,

landing in the capable hands of his wife. Now they're
swinging again, building momentum as he prepares to make
the return leap back to his own trapeze.

INT. HELICOPTER - THAT MOMENT

In the bay of the helicopter stands a kid, fifteen,

compact, tough, and wiry: DICK GRAYSON. Like his parents,
he's wearing a red-and-green suit. From the copter, he's
got a perfect bird's-eye view of the BATMAN-JOKER chase.

PILOT
Ready to go, Dick?

DICK
What's all the ruckus down there?

EXT. PARK - GROUND LEVEL - THAT MOMENT

The VAN bounces over rocks and bushes, narrowly avoiding

trees, with BATMAN in hot pursuit.

INT. VAN - THAT MOMENT

At the foot of a hill, the JOKER spies a truck. On its

side, in bright red letters, a WARNING: "DANGER -
FIREWORKS. FLAMMABLE LOAD."

The JOKER reaches into the back for a HIGHWAY FLARE.

JOKER
Head for the truck!

INT. HELICOPTER - THAT MOMENT

Hovering over the chase scene, DICK catches sight of the

JOKER. He GASPS IN SHOCK as a LIT FLARE flies from the back
of the VAN... directly into the FIREWORKS TRUCK.

EXT. PARK - GROUND LEVEL - A MOMENT LATER

THE BATMAN is thrown off his horse by the shock of a

massive EXPLOSION. All at once, THE SKY IS FULL of
BURSTING, INCANDESCENT COLORS!!

THE JOKER hangs out of the rear of the van, looking up, an
expression of PURE DELIGHT on his face.

JOKER
I love fireworks!

ANGLE ON HELICOPTERS

LURCHING AND SPINNING IN THE SKY as FIREWORKS rocket past.

One of them takes a dead hit on the rotor. JOHN GRAYSON
falls to his death instantly; a moment later, the COPTER
plummets into the trees with a resounding, fiery CRASH.
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MARY GRAYSON hangs from the second copter as it bobs and

weaves out of control. ONLOOKERS SCREAM IN TERROR.

EXT. STREET - THAT MOMENT

THE JOKER'S VAN bursts out of the park and speeds up a

wide, cordoned-off avenue. Overhead, THE SECOND COPTER
veers wildly, out of the park now, swinging dangerously
close to the tall buildings along the avenue.

INT. HELICOPTER - THAT MOMENT

DICK GRAYSON at the mouth of the bay, hanging on by a

canvas strap. He watches helplessly as his MOTHER swings
into a POWER LINE and drops three stories to the pavement.

DICK
NO! NOOOOOOOO!!!!

His face is contorted with rage and pain. The PILOT

struggles desperately to right the copter, barely avoiding
a collision with the nearest building. And then -- before
THE PILOT can make a move to stop him -- DICK HAS JUMPED
OUT OF THE COPTER.

ANGLE ON DICK

With astonishing physical grace, he DIVES. GRABS A

FLAGPOLE. Executes a perfect somersault. FLIPS onto a
nearby fire escape. VAULTS to the next fire escape down.
And LEAPS OUT OVER THE STREET --

-- MAKING A PERFECT TWO-POINT LANDING on his intended

target... THE ROOF OF THE JOKER'S VAN!!

INT. VAN - THAT MOMENT

THE JOKER hears a THUNK overhead. He casually lifts his gun

and BLOWS A HOLE THROUGH THE ROOF OF THE VAN.

EXT. ROOF OF VAN - MOVING - THAT MOMENT

The blast just misses DICK. He sprawls flat, YANKS at the

chrome luggage rack on the roof of the van, and BREAKS OFF
A FOUR-FOOT SHAFT OF METAL.

ANOTHER SHOT through the roof. DICK rolls forward, hoists

his chrome spear over the windshield.

INT. VAN - THAT MOMENT

SPLINTERED GLASS flies everywhere as DICK RAMS THE SHAFT

THROUGH THE WINDSHIELD. THE DRIVER dodges left and LOSES
CONTROL OF THE WHEEL.

EXT. ROOF OF VAN - MOVING - THAT MOMENT

The VAN careens wildly toward an OVERPASS. DICK rises up

into a crouch just in time to see a sign which reads
"DANGER -- LOW CLEARANCE." He's about to get his head taken
off!

ONE SECOND BEFORE IMPACT a BLACK-CAPED SHADOW swings across

the street and SCOOPS DICK OFF THE ROOF OF THE VAN.
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EXT. STREET - NIGHT

BATMAN AND DICK tumble to the pavement. THE VAN knocks over
a fire hydrant and STOPS. DICK is already on his feet,
ready to CHARGE THE VAN, when BATMAN throws a powerful arm
around his waist.

DICK
LET ME GO! LET ME --

THE JOKER steps casually out of the van. TWO GOONS with
MACHINE GUNS emerge behind him. PEDESTRIANS SCREAM as the
GOONS level their guns at the CROWD.

DICK (cont.)
YOU PIECE OF -- YOU MOTHERF--

DICK is kicking, screaming, clawing, biting. BATMAN has his

hands full restraining the kid.

JOKER
Like your boyfriend. He's kinda
hot.
(glowering at BATMAN)
Hands off the belt.

BATMAN
Take me. Let the boy go.

JOKER
Gosh, I could kill you, but then
you'd miss my party. And I'd be
real, real sad if you couldn't make
it.

BATMAN
What are you talking about?

JOKER
Batman! Don't you even recognize
your old pal Jack? After all...
(cackling insanely)
You made me what I am today.

BATMAN cocks his head in puzzlement as DISTANT SIRENS

BLARE. The JOKER and his HOODS -- guns still aimed at the
crowd -- back away and race off on foot, vanishing into the
night.

DICK BREAKS FREE and BOLTS AFTER THEM. BATMAN throws him to
the street with a flying tackle. The boy is hysterical.

DICK
HE KILLED MY PARENTS! HE KILLED
MY --

BATMAN flinches at the sound of the words. He reaches into

his belt and -- mercifully -- breaks a KNOCKOUT CAPSULE
under DICK's nose.

DISSOLVE TO:

INSERT - TELEVISION SCREEN

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A taped report from the hallway outside ALICIA's apartment.
COPS and FORENSICS MEN mill about in the b.g.

REPORTER
... on a tip attributed to the
mysterious Batman. The apartment was
booby-trapped with the Joker's
laughing gas, leaving 17 policemen
dead.
(beat)
Also found dead at the scene was
Alicia Hunt, 26, a former model --

CAMERA PULLS BACK to reveal that the TV SCREEN is part of

BRUCE'S BANK OF MONITORS, deep in the Batcave. The other
screens show the various rooms of Wayne Manor, all empty.

We move now to the video display of a COMPUTER WORKSTATION,

showing TWO FACES side-by-side: a mug shot of JACK NAPIER
and a freeze-frame of the JOKER from one of his pirate
transmissions. A GRAPHICS PROGRAM abstracts the twin heads
into THREE-DIMENSIONAL, ROTATING TOPOLOGICAL GRIDS -- and,
as we watch, the two spinning heads COLLIDE AND MERGE.
Except for the fearsome grin, they MESH PERFECTLY.

Yet another terminal: BRUCE's database. The same phrase

flashes again and again, scrolling up the screen: ACE
CHEMICAL CO. ACE CHEMICAL CO. ACE CHEMICAL CO.

And, finally: BRUCE HIMSELF, slumped at a table, his head

in his hands. He's realized, to his horror, that he is
responsible for the birth of the Joker. And frankly...
he would just as soon be dead.

INT. WAYNE MANOR - GUEST BEDROOM - DAY

DICK GRAYSON is sprawled on a huge four-poster bed,

unconscious, softly moaning. He COMES TO with a jolt.

Breaking into a sweat almost instantly, he looks at his

unfamiliar surroundings. A shadowy figure stands nearby.

DICK
... Where am I?

BRUCE
My name is Bruce Wayne. You're
welcome to stay here as long as you
want.

BRUCE steps out just as ALFRED enters with a breakfast

tray. DICK makes a puzzled face. What the hell is going on
here?

INT. HALL OF JUSTICE - DAY

Beneath the statue of blind Justice, BRUCE and HARVEY DENT

march through the portico, engaged in a heated argument.

DENT
We'll send a team into Ace the
moment the warrant comes through.

BRUCE
He'll be ready when you do. Remember
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what happened at the apartment.

DENT
All right, Bruce, what do you
suggest?

BRUCE
I suggest a nice big bomb.

DENT
Good. A bomb. On a blind tip from
Bruce Wayne. -- We do have laws.

BRUCE
Then for God's sake, Harvey, cancel
the anniversary celebration.

DENT
We've told him we'll deal. What
could he possibly have to gain by --

BRUCE
Do you still think the Joker cares
about money??

DENT
I don't know. I'm just a D.A. I
don't have access to all your
expert sources.

Mexican standoff. BRUCE stalks off fuming. DENT hangs back

a moment, then turns down the hall.

EXT. WAYNE MANOR - ESTABLISHING - DAY

The ornate, wrought-iron GATE which opens on the long

driveway snaking up toward Wayne Manor. It's bolted shut.

INT. WAYNE MANOR - DAY

A glass-enclosed room which houses an enormous HEATED

INDOOR SWIMMING POOL. DICK GRAYSON does a couple of laps,
then climbs out and towels himself off.

He looks out at the estate: tennis courts, a riding stable

in the distance. He's not happy. All this opulence could
drive a guy stark staring nuts in short order.

INT. GUEST BEDROOM - DAY

An OPEN SUITCASE on the bed. DICK fingers a gold ashtray

bearing the figure of Winged Victory -- then shrugs and
tosses it into the suitcase on top of his gymnast's
costume. When he looks up he sees BRUCE in the doorway
behind him.

DICK
... Your butler wouldn't gimme a ride
so I figured I'd hoof it.

BRUCE
Sorry. I can't let you leave.

DICK
You can't keep me here, man. That's
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kidnapping.

BRUCE
If I let you leave, you'll do the
same thing again. You'll go after
the Joker... and you'll wind up dead.
(turning to go)

DICK
Hey, man. Look at you. You're
rich. You got everything you want.
How do you know what's in my mind?

BRUCE turns to face him. The little hellion's eyes are

filled with raw, burning hatred. BRUCE knows the feeling.

BRUCE
I don't care what's in your mind.
You're staying.

BRUCE reaches for a key in his pocket. Without warning, the

kid RUSHES him, throwing a rock-solid punch. With blinding
speed, BRUCE sidesteps him, parries the blow, and winds up
spinning DICK around -- INTO A WALL.

DICK is stunned, but he has to laugh. This rich boy has a

move or two. BRUCE stands there, silently challenging him.

A second later, the kid is airborne -- upping the ante with

a scissor-kick aimed squarely at BRUCE's gut. In a blur of
motion BRUCE checks the kick, swings an arm into DICK's
chest, and sends the boy sprawling flat on his back.

INT. WAYNE MANOR - KITCHEN - THAT MOMENT

ALFRED, in his apron, fixing a tray of snacks. He looks up

curiously at the ceiling. From the sound of it, a battle
royal is shaping up in the guest bedroom.

INT. GUEST BEDROOM - THAT MOMENT

DICK'S BODY -- head down, feet up -- flies through the air.

He SMASHES INTO a closet door and slumps to the carpet.
Shaken now, and sweating profusely, he looks up at BRUCE...
who stands calmly over him, adjusting his necktie.

A long, tense moment passes between them. Then:

DICK
... You're him.

No reply from BRUCE. Their gazes lock. And suddenly...

ALFRED (V.O.)
FREEZE!

DICK and BRUCE look around. The puny, mustachioed butler

stands in the doorway, feet spread in a Dirty Harry stance,
a .44 MAGNUM trained on DICK.

BRUCE
It's all right, Alfred. Everything's
under control.

ALFRED
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... Very good, sir.

ALFRED relaxes, musters his dignity, and turns to go.

CUT TO:

INT. CONFERENCE ROOM - AFTERNOON

CANNED APPLAUSE as THE JOKER marches out onto a makeshift

STAGE to give his QUARTERLY REPORT to the stockholders.

JOKER
Thankya, thankya. Ladies and germs,
I'm here to tell you... we have had
one helluva quarter.

He waves a pointer at three SALES CHARTS on portable

easels.

JOKER (cont.)
Panic's up. Terror's up. And fear --
fear's gone straight through the
roof. You guys should be proud --
'cause I couldn'ta done it without
each and every one of you!

MORE CANNED APPLAUSE. The JOKER takes a bow.

JOKER (cont.)
I feel it's time to expand the
Joker line. I was askin' myself,
what are the products that every
consumer wants most? And that's when
it hit me: the water you drink, and
the air you breathe! Huh? Bingo!
(strutting across stage)
Now, some of you have your eye on
the profit margin. You're thinkin':
this boy's too ambitious. You
don't approve. In fact, some of you
have been talking about turning me
in to the cops. Or knocking me off.

He pauses. GLARES OUT at the audience. NO RESPONSE.

JOKER (cont.)
But that's okay. I understand. Not
everyone shares my eye for beauty.
And just to show there's no hard
feelings, I'm throwin' a little
shindig tonight -- and you're all
invited!

THE CANNED APPLAUSE goes right off the meter.

JOKER (cont.)
How 'bout it? IS EVERYBODY HAPPY??

REVERSE ANGLE - THE AUDIENCE

Familiar faces all around -- the major players of the

Gotham underworld. But despite the enormous twisted grins,
no one here is laughing or applauding. No one here is
living. The JOKER is playing to a roomful of smiling
corpses.
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One of them topples out of his chair and lands with a plop.

JOKER
Look at that, folks. We got 'em
rolling in the aisles!

CUT TO:

INT. BRUCE'S BEDROOM - TOWARD DUSK

VICKI lies in BRUCE's bed, under the covers, propped up on

the pillows. BRUCE is in his robe over by the window,
looking out at his estate.

BRUCE
All this apparatus, Vicki... this
house, and the money, and the
power... it was never mine. It was
something I inherited. Bruce Wayne
was something I inherited.
(pause)
All I ever hoped for was someone who
could see through Bruce -- who could
see me -- and not be frightened.

VICKI
I'm not frightened of you, Bruce.
I'm frightened for you.

BRUCE
In all these years... why couldn't I
see how it would turn out?

He turns toward her. His face is ravaged with guilt. Now

she's truly afraid.

BRUCE (cont.)
I'm responsible, Vicki. If it wasn't
for me, there'd be no Joker.

CUT TO:

INT. BATCAVE - EVENING

TIGHT ON a tiny electronic device: two cylindrical steel

casings bracketed together, topped by a DIGITAL TIMER.
BRUCE makes a few adjustments with a jeweler's screwdriver,
hits a trigger, and watches the TIMER tick off seconds. 30.
29. 28. At 25 seconds, BRUCE kills the
countdown and CLAMPS THE DEVICE into an empty packet on his
utility belt.

He stands up wearily. He's in his bat-suit, minus the cape

and cowl. Behind him, hanging back discreetly in the
shadows, is his loyal butler ALFRED.

BRUCE
Where's the boy?

ALFRED
Upstairs. He's quite docile.

BRUCE
I know that feeling. It won't last.
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BRUCE takes a moment to survey the Batcave as ALFRED looks

on tremulously.

BRUCE (cont.)
He's a long way ahead of where I was
at his age.
(taking ALFRED's
shoulders)
I want you to treat him just as if
he were me. Promise.

ALFRED
Yes, sir.

BRUCE
He'll be taken care of financially.
Beyond that... you know what to do.
Don't let all this go to waste.

Their eyes lock for a long moment. ALFRED is unable to

speak. Finally BRUCE turns and starts slowly up the long
circular stairway which leads from the Batcave to Wayne
Manor. On the third step he pauses:

BRUCE (cont.)
Alfred? -- Thank you.

As BRUCE disappears up the stairs, a shaken ALFRED steadies

himself against a lab table, fighting back tears.

INT. BRUCE'S BEDROOM - EVENING

BRUCE draws the curtains, sets an alarm clock. The current

time is 7:09 PM.

He sits cross-legged on the floor, slumps forward slightly,

and closes his eyes. He inhales, exhales, taking deep,
regular breaths. His muscles relax. Ten seconds later,
BRUCE has plunged into DEEP SLEEP.

Time passes. The clock shows 7:19, 7:32.

At 7:44 we TRACK IN on BRUCE's unconscious face, drawing

closer and closer until HIS EYELIDS FILL THE FRAME,
twitching with the irregular movement characteristic of
R.E.M. sleep. Without warning his EYES SNAP OPEN.

HOLD ON BRUCE'S GAZE -- grim, alert, determined -- as the

clock hits 7:45. An ALARM SOUNDS, BREAKING THE SILENCE with
its grating electronic WHINE.

DISSOLVE TO:

EXT. ACE CHEMICAL - AERIAL SHOT - NIGHT

The trademark ace on the illuminated sign. From our vantage

point high above, we can see THREE CARGO TRUCKS rolling out
the main gates. A half-mile away, THE BATMOBILE cruises up
the waterfront, approaching soundlessly, its headlights
off... preparing for a final showdown with the JOKER's
forces.

INT. ACE CHEMICAL - THAT MOMENT - NIGHT

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The JOKER'S MINIONS, working late, readying a huge
shipment. At an open loading bay, we find a DISPATCHER with
a clipboard, directing MORE UNMARKED TRUCKS in the lot
outside.

DISPATCHER
Boston, Philly: loading bay one.

EXT. ACE CHEMICAL - THAT MOMENT - NIGHT

The BATMOBILE stops short of the main gate. ENGINES ROAR

and the supercar ACCELERATES, SMASHING THROUGH THE GATE and
taking half the chain-link fence with it.

In the guard's booth, ARMED GOONS pull guns as the

BATMOBILE streaks across the parking lot and LAUNCHES A
ROCKET at the corrugated metal door which opens on the
factory floor. A THUNDEROUS EXPLOSION tears a gaping hole
in the door.

INT. ACE CHEMICAL - THAT MOMENT - NIGHT

The BATMOBILE cruises through the flaming wreckage and

SKIDS TO A HALT on the refinery floor. The JOKER'S MEN are
everywhere. They take one look at the BATMOBILE, PANIC, and
PELT THE CAR with a barrage of MACHINE-GUN FIRE.

CRACKS begin to spread across the Batmobile's plexiglass

dome. Within moments, the windshield SHATTERS -- and
COLLAPSES ALTOGETHER.

INT. BATMOBILE - THAT MOMENT

BULLETS rip through the upholstered passenger seats. It

doesn't matter. The car is empty. No one's driving.

TRACK IN on the computer console -- where a familiar tinny

voice calmly repeats its pre-programmed command:

COMPUTER
... Detonate.

A beat. Then: BLAM.

INT. POLICE CAR - THAT MOMENT - NIGHT

A CONVOY approaches Ace Chemical -- GORDON's team preparing

to raid the plant. Inside each car: SPECIAL UNIT COPS
dressed in asbestos suits, gas masks in their laps.

All at once, a BRILLIANT RED GLARE suffuses the sky.

COP
Good Lord!

EXT. ACE CHEMICAL - THAT MOMENT - NIGHT

THE JOKER'S MEN running for their lives across the parking
lot, KNOCKED FLAT by the force of SIX DEAFENING EXPLOSIONS.
For a few seconds everything is flame and fury. And then --

All that's left of Ace Chemical is a pile of charred rubble

and a PILLAR OF THICK BLACK SMOKE, spiraling up to the sky.

CUT TO:
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EXT. ANDREWS ISLAND - NIGHT

DAZZLING FIREWORKS explode in the night sky over Gotham

Harbor. SEARCHLIGHTS sweep across the mammoth, welcoming
stone figure of LADY GOTHAM -- still wrapped in canvas,
ready to be unveiled.

THOUSANDS OF RUBBERNECKERS jam every square inch of

Andrew's Island. COPS ON HORSEBACK speak into walkie-
talkies as they patrol the edges of the crowd. Across the
Harbor, Ace Chemical is going up in flames -- but as far as
the crowd can tell, with all the noise and excitement, it's
just another part of the celebration.

At the base of the statue, GOVERNOR GILROY speaks into a

microphone:

GOVERNOR GILROY
As Governor of this great state, it
is now my honor to unveil for you a
very special lady -- a lady who
stands tall for life and liberty --
America's favorite lady... LADY
GOTHAM!

The CROWD begins to APPLAUD RHYTHMICALLY, chanting 'LADY

GOTHAM! LADY GOTHAM!' It's like Times Square on New Year's
Eve, waiting for the big ball to drop. GILROY hoists a pair
of oversized scissors and cuts a ceremonial ribbon:
hydraulic CRANES kick into gear: CABLES DROP FREE, and the
canvas cover draws back from LADY GOTHAM's face...

... to a chorus of SCREAMS from the crowd. LADY GOTHAM IS

WEARING A GRISLY JOKER GRIN!!!

Suddenly -- in the midst of the hysteria -- THE

SEARCHLIGHTS DIE. The STAGE LIGHTS BLINK OUT. ANDREWS
ISLAND IS PLUNGED INTO DARKNESS. Instantaneous mass panic:
the GOVERNOR shouts to his aides as ONLOOKERS mob the
stage. COPS are knocked from their horses as the CROWD
stampedes. PANDEMONIUM RULES.

And across the harbor... block by block... GOTHAM CITY IS

GOING DARK.

EXT. GOTHAM SKIES - AERIAL SHOTS - NIGHT

QUICK SHOTS of FOUR HELICOPTERS hovering at different

points over the blacked-out city. LOUDSPEAKERS blare out a
PRE-RECORDED MESSAGE:

JOKER (V.O.)
HAPPY BIRTHDAY, Gotham. Here's a
little token of my esteem. HAVE
FUN... 'cause THE PARTY'S ON ME!

INSANE LAUGHTER echoes. CARGO BAYS open wide. The JOKER'S

HELICOPTERS begin LEAFLETING THE CITY... with MONEY!

SERIES OF SHOTS

ANARCHY IN GOTHAM as high-denomination bills flutter to

earth, blanketing the streets. HOPELESSLY OUTMANNED COPS
try to maintain order as SOLID CITIZENS trample one another
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in a paroxysm of ANIMAL GREED. BUILDINGS EMPTY as APARTMENT
DWELLERS race outside. ALL TRAFFIC STOPS as DRIVERS climb
out of their cars to SNATCH MONEY FROM THE AIR.

DARKNESS EVERYWHERE. In the pitch-black subways, TERRIFIED

COMMUTERS are seized by claustrophobia. GLASS SHATTERS,
DOORS BREAK OPEN as they claw their way out of stalled
subway cars and SPILL OUT onto the tracks.

On the streets above, GOTHAM'S CRIMINAL ELEMENT is having a

field day. The cops are preoccupied, utterly helpless
against the first waves of RIOTING AND LOOTING.

FLAMES ERUPT. PUNKS race down the street carrying fur coats
and color TV's. LOOTERS break through the display window of
an electronics store, and climb in among the goodies...
only to FLY OUT, two seconds later, on the wrong end of a
SHOTGUN BLAST. THE JOKER'S DREAM IS COMING TRUE.

EXT. STREET - NIGHT

In a crouch on the pavement, snapping photos of the wild

street action, is VICKI -- fearless, professional, doing
her job. A battered FORD ESCORT cruises up behind her.

KNOX
VICKI!

VICKI sees KNOX, climbs into the passenger seat. He's

wearing a big smile. They're jazzed, oblivious to danger.

KNOX (cont.)
Couldn't turn down the job, huh? A
girl could get hurt this way.

VICKI
Yeah. Deja vu.

KNOX
What do you say? Let's head for the
lights.

In the distance, above the tops of the buildings, BEACONS

are sweeping the sky.

EXT. BROAD AVENUE - NIGHT

Stationed all up and down Gotham's widest thoroughfare are

huge portable SEARCHLIGHTS -- mounted on trucks with
portable generators, unaffected by the power outage.

On the money-covered sidewalks, TOTAL BEDLAM. But on the

street itself, a bizarre PARADE is taking place, just as if
nothing's wrong. Rumbling up the avenue at two-block
intervals, moored to floats, are DOZENS OF ENORMOUS
BALLOONS in the shapes of cartoon characters and historical
figures. It's like a hellish Thanksgiving's day procession.

The LEAD-OFF BALLOON is a gigantic, grotesque CLOWN --

smiling ghoulishly, dressed in white pierrot frills. We
TILT DOWN to the FLOAT BENEATH IT...

... and there, atop a mountain of roses where the prom

queen should be, sits the JOKER -- smiling, waving daintily
at the rioters and looters, presiding over the carnage like
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some demented parade marshal.

CUT TO:

EXT. LAKE - NIGHT

A desolate rural setting. UTTER SILENCE. Moonlight glints

on placid waters. We track in on a small sign bearing the
legend: "GOTHAM CITY RESERVOIR."

Far off in the distance, HEADLIGHTS ARE APPROACHING.

EXT. ACCESS ROAD - AERIAL SHOT - MOVING - NIGHT

The THREE CARGO TRUCKS from Ace Chemical roll ominously

TOWARD THE RESERVOIR on their deadly mission. And then -- A
STREAKING BLACK SHADOW ENTERS FRAME, overtaking the TRUCKS.

THE BATWING! A phenomenal ULTRALIGHT AIRCRAFT, swift,

sleek, jet-black and infinitely maneuverable, it SOARS
EASILY past the trucks, swooping low just long enough to
release a BOMB over a concrete bridge.

EXT. ACCESS ROAD - A MOMENT LATER

The BRIDGE EXPLODES, blocking the trucks' path to the

reservoir. PUZZLED DRIVERS climb out of their cabs and
wonder what to do next.

They spot the BATWING in the distance -- banking, doing a

sharp 180. For a moment they gape in disbelief. Then they
HEAD FOR THE TREES as the BATWING DIVES DIRECTLY AT THE
TRUCKS, firing THREE ARMOR-PIERCING SHELLS... and
destroying the JOKER's lethal cargo once and for all.

ANGLE ON BATMAN

in the cockpit, his jaw set, not even looking back at the
wreckage as his plane screams off toward the Gotham
skyline.

EXT. GOTHAM STREET - NIGHT

FRIGHTENED PEDESTRIANS race past OVERTURNED CARS. A PARADE

FLOAT, run aground on the sidewalk, begins to BURN.

Above it, a damaged BALLOON -- the cartoon character

UNDERDOG -- is losing helium, warping and buckling in on
itself, sinking down gently toward the flames. Down the
street, KNOX'S FORD ESCORT is coming up fast.

INT. FORD - MOVING - THAT MOMENT

VICKI snapping photos out the window as UNDERDOG drifts

downward. FLAMES lick up at his belly -- and the cartoon
blimp EXPLODES.

KNOX
So much for Underdog.

THEN -- as they drive past -- A SECOND EXPLOSION. And all

at once the STREET IS FULL OF DEADLY GREENISH GAS!

VICKI
ALLIE!! THE WINDOWS!!
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EXT. STREET - A MOMENT LATER - NIGHT

The Ford Escort, windows up, swerves out of a THICK

SPREADING CLOUD of GREEN LAUGHING GAS -- threatening to
engulf the entire block!

INT. FORD - MOVING - THAT MOMENT

KNOX
WHAT HAPPENED?!?

VICKI stares back at the green cloud. Turns. And sees, up

the street, THE JOKER'S PROCESSION: BALLOONS BY THE DOZEN!

VICKI
Oh my God. Compressor tanks. He's
got the balloons rigged with
compressor tanks!!

KNOX
Jesus Christ, the guy's a genius.

INT. BATWING - THAT MOMENT - NIGHT

BATMAN, at the controls, gliding over the Gotham streets.

He looks down, sees a BILLOWING HAZE of DENSE GREEN FUMES.
At its periphery: LOOTERS reeling and staggering, falling
to the pavement, LAUGHING THEMSELVES TO DEATH.

INT. FORD - MOVING - THAT MOMENT

VICKI staring through the windshield. Overhead, an AIRCRAFT

streaks past... an aircraft with SCALLOPED BLACK BAT WINGS.

VICKI
LOOK! IT'S BRUCE!!
(frantically)
Allie -- the balloons. We've got to
find some way to tell him!

KNOX
Great. How??

They speed up the street toward the PARADE. SPOTLIGHTS

SHINE. Suddenly KNOX's eyes bug out. He SLAMS ON THE BRAKES
and SKIDS TO A HALT.

KNOX (cont.)
COME ON!

EXT. AVENUE - A SECOND LATER - NIGHT

Before VICKI can speak, KNOX has grabbed a tire iron from
the back of the car and RACED OUT ONTO THE STREET. He
flings the TIRE IRON through a glass STOREFRONT.

It's a COSTUME SHOP. In the window, MANNEQUINS dressed in

party costumes: Frankenstein. Ronald Reagan. And, that
current popular sensation... THE BATMAN.

As VICKI catches up with him, KNOX drags the Batman dummy

out of the store window. RIPS OFF ITS BLACK CAPE. And
DASHES MANIACALLY UP THE SIDEWALK.

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Waving the cape, he VAULTS onto the back of a SPOTLIGHT
TRUCK. VICKI's face goes slack. Now she gets it.

KNOX
GIMME A HAND UP HERE!

VICKI climbs aboard. They drape the cape over the face of
the spotlight. Then they put their shoulders to the swivel
assembly -- tilting the spotlight -- AIMING THE BEAM...

... DIRECTLY AT THE JOKER'S WHITE CLOWN BALLOON!!!

INT. BATWING - THAT MOMENT

BATMAN stares at the CLOWN BALLOON dead ahead. On its

massive distended belly... a BURNING YELLOW OVAL. And in
the center of the oval... THE BLACK SILHOUETTE OF A BAT.

BATMAN'S MOUTH drops open. He understands.

EXT. AVENUE - ON JOKER'S FLOAT - THAT MOMENT

THE JOKER reaches into a big sack and begins distributing

MINIATURE GAS MASKS, like party favors, to his cronies on
the float. Then he pulls out a radio-operated REMOTE
CONTROL DEVICE and points it up at the CLOWN BALLOON.

He hits a button. The CLOWN begins to INFLATE. Its joints

bulge. Its FACE SWELLS UP as the COMPRESSOR TANK concealed
inside it releases its noxious contents. The JOKER is
BEAMING, a look of PURE UNALLOYED JOY on his face...

... when his PARADE FLOAT BLOWS TO SMITHEREENS BENEATH HIM!

The JOKER and his men CARTWHEEL THROUGH THE AIR and TUMBLE
TO THE ASPHALT as THE BATWING WHIPS PAST OVERHEAD, soaring
through the stone canyons of Gotham at a 90-degree angle to
the ground!

JOKER
No... NOOOOO!!!

ANGLE ON CLOWN BALLOON

as it rises, rises, swelling to grotesque proportions in

the starless night. The tallest buildings are far below it
now. Finally it BURSTS -- and the deadly GAS inside it
disperses harmlessly in the wind.

EXT. AVENUE - THAT MOMENT

THE JOKER on the edge of a tantrum as he digs amid the

rubble of his float for the remote device. At last he finds
it; aims it up at the other balloons in the procession;
hits a button repeatedly...

... and HOWLS IN FRUSTRATION. Nothing's happening. The

damned thing is broken. He heaves it to the street in a
fit of pique.

A SCREAMING COMES ACROSS THE SKY as the BATWING swings back

for another pass, BUZZING the JOKER at an altitude of
twenty feet. SIZZLING LASER FIRE sweeps the street.

CABLES SNAP and BALLOONS DRIFT UPWARD as BATMAN'S LASERS

sever their moorings. The JOKER can only look on
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helplessly, in stunned disbelief.

As he's watching his plans evaporate... HIS EYES FALL ON

THE MAKESHIFT BAT-SIGNAL.

JOKER
There. There. -- GET 'EM!!

ANGLE ON SPOTLIGHT TRUCK

A SPRAY OF MACHINE-GUN FIRE shatters the Bat-signal. KNOX

throws VICKI to the street, ducks down behind the
spotlight, and tosses her his CAR KEYS.

KNOX
GET THE CAR!

The JOKER'S GOONS are coming up fast as VICKI reaches the

Ford, starts it, and comes ROARING UP toward KNOX. He jumps
off the truck as VICKI twists the wheel, lays a track of
rubber, and noses the car back in the opposite direction.

GUNFIRE as KNOX jumps inside and they PEEL OUT.

INT. FORD ESCORT - MOVING - A MOMENT LATER

KNOX's breathing is ragged, but he breaks out in HYSTERICAL

LAUGHTER nonetheless. The two of them are totally
exhilarated. They can't believe what they've just done.

KNOX
HOLY SHIT!!

VICKI
You okay?

KNOX
Yeah. Yeah. Little winded. DID YOU
SEE THAT?!

VICKI
(laughing wildly)
God yes, Allie. I've gotta say --
that was the ballsiest move I
ever --

KNOX
(ecstatic)
Holy shit. Holy --

He GURGLES. AN ENORMOUS GOUT OF BLOOD bubbles up between

his lips -- and BURSTS.

VICKI
ALLIE!!

His hand goes to his stomach -- and comes away bloody. He

looks down in genuine bewilderment.

KNOX
Jesus, Vicki.

That quickly, he's dead. VICKI lets out an awful wail and
slams on the brakes. She sits there in the middle of the
street, POUNDING THE WHEEL, TEARS pouring down her face.
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EXT. GOTHAM HARBOR - NIGHT

In the sky, CARTOON CHARACTERS drift lazily out to sea.

EXT. BROAD AVENUE - NIGHT

THE JOKER and his boys running like hell down the avenue,
past the parade. They reach the last of the floats -- the
one bringing up the rear -- then CLIMB ABOARD and disappear
through a CONCEALED HATCH.

WOOD SPLINTERS as the top of the float begins to ROTATE

mysteriously. The muzzle of a CANNON breaks through the
parade decorations. And one moment later...

A ROSE-COVERED TANK is rumbling up Broad Avenue!

INT. BATWING - THAT MOMENT

BATMAN sweeps past overhead. He sees the tank, unleashes a

burst of LASER FIRE. It bounces harmlessly off the tank,
leaves a trail of SMOKING ASPHALT on the street. He swoops
low overhead, hits a button on his control panel as he
streaks OVER THE TANK and into firing range.

INT. TANK - THAT MOMENT

THE JOKER and his MEN clap hands to their ears as an EAR-
SPLITTING ULTRASONIC SHRIEK reverberates in the tank. The
JOKER screams out commands, to no avail. No one can hear
him. He falls on the controls, begins hitting buttons.

EXT. STREET - THAT MOMENT

The TANK TURRET swings wildly. A HEAT-SEEKING MISSILE rips

through the night, narrowly missing the BATWING... and
BLOWING A HOLE in the side of a skyscraper.

INT. BATWING - THAT MOMENT

THE BLAST all but knocks the BATWING out of the sky. BATMAN
stabilizes the plane, climbs for the clouds. When he's
clear of the buildings, he grits his teeth and rolls out.

He's coming back for more!

INT. TANK - THAT MOMENT

The JOKER stares at a tiny BLIP on his radar screen.

JOKER
He'll be back... he'll be back!!

EXT. BROAD AVENUE - ON BATWING

The black ultralight hurtles down Broad Avenue at full

speed, on a suicide mission. MISSILES streak past on either
side. MACHINE GUN FIRE peppers the dome of the cockpit. The
REAR STABILIZER WING takes a direct hit... and BURSTS INTO
FLAME!

The BATWING, trailing thick black smoke, bears down on the

tank like a kamikaze plane. BOMB BAYS OPEN as BATMAN dumps
the last of his high explosives DIRECTLY INTO THE PATH OF
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THE TANK. The BATWING takes a hard bounce off the top of
the tank and CRASHES TO THE STREET.

And suddenly a GAPING CHASM opens underneath the tank as

the bombs go off -- and BROAD AVENUE BEGINS TO SPLIT WIDE
OPEN!

INT. SUBWAY TUNNEL - THAT MOMENT

BROKEN CONCRETE SLABS rain down on a SUBWAY CAR stalled in

the tunnel DIRECTLY BENEATH BROAD AVENUE. SUPPORT GIRDERS
groan and GIVE WAY as the STREET ITSELF COLLAPSES -- and
the front end of the TANK drops through, CRUSHING THE
SUBWAY TRAIN BENEATH IT!

EXT. BROAD AVENUE - THAT MOMENT - NIGHT

The rear end of the TANK projects out through the rubble. A
hatch pops open. The JOKER crawls out through the smoke and
pulls himself up to the street.

He's down to his last three GOONS. He points to the

BATWING: bent, broken, WEDGED ON ITS SIDE in the asphalt
SEAM running up Broad Avenue -- half in, half out of the
tunnel.

JOKER
You do him. I'm outta here.

The GOONS look on in dismay as the JOKER scurries off. They

sidestep blackened debris and move up cautiously on the
Batwing. Through the cockpit dome they can see BATMAN...
inert in his harness, beaten to a pulp, all but dead.

A JET OF FLAME drives them back momentarily. They reach for

their guns, move in warily...

VOICE
Yo.

The frightened GOONS turn in unison. An abrupt flurry of

motion -- feet and fists flying -- quick flashes of red and
green --

-- and THREE GOONS lie paralyzed on the street. The only

one left standing is a fifteen-year-old boy garbed in a
red-and-green aerialist's uniform... DICK GRAYSON.

INT. BATWING - THAT MOMENT

BATMAN slumps at the controls. Beneath him, asphalt SHIFTS

and BUCKLES. The Batwing lurches to the right, drops a foot
or two into the tunnel. Metal braces collapse and the
plexiglass dome of the cockpit SHATTERS LIKE AN EGGSHELL.

TONGUES OF FIRE lick at his face. He's helpless, pinned in

place. He manages to look up -- and SEES, through a dream-
like haze, A HAND extended toward him:

DICK
HEY! COME ON!

And suddenly DICK is clambering down into the flaming

wreckage. He gets an arm around BATMAN's chest and with an
extraordinary effort HAULS HIM OUT OF THE BATWING.
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EXT. STREET - A MOMENT LATER - NIGHT

They stagger across the ruptured street. BATMAN grimaces in

agony. His right leg -- shattered -- is like rubber beneath
him. His ribs are crushed. He's barely conscious.

DICK
Now we're even, huh? Even up.

BATMAN
How did you...

DICK
I hitched. MOVE IT!

DICK drags BATMAN to safety as the Batwing ERUPTS INTO

FLAME behind them.

BATMAN
The Joker. Is he --?

DICK
Forget it. Relax.
(beat)
... He's mine now.

DICK snatches an abandoned .38 off the pavement.

BATMAN
DICK!

THE BATMAN tries to pull himself erect. The pain is

unendurable. His body has finally failed him.

He collapses on the pavement, powerless to intervene, as

DICK races off with murder in his eyes.

EXT. GOTHAM CATHEDRAL - NIGHT

A BELLTOWER's jagged spire, jutting up into the night sky,

piercing the moon. Down at street level, the JOKER is
scrambling up the marble steps at the entrance to the old
abandoned cathedral. He pulls a WALKIE-TALKIE off his belt.

JOKER
Gotham cathedral. Come and get me.

HEAVY PANELED DOORS groan on tired hinges as THE JOKER

forces his way inside. A beat. Then DICK GRAYSON appears,
hot on his trail, sprinting up the steps two at a time.

INT. CATHEDRAL - A MOMENT LATER - NIGHT

Ancient and creepy. A huge pipe organ, shattered stained

glass windows, row after row of mahogany pews... all
forgotten, covered with dust and cobwebs. The JOKER wanders
about, staring at the statuary, the rusted icons.

DICK enters silently behind him. He kneels behind a rear

pew, brings up the gun, and squeezes off THREE QUICK SHOTS
at the JOKER. The JOKER dives, takes cover, and RETURNS
DICK'S FIRE. Then: silence.

In a crouch, groping his way along the wall, THE JOKER

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finds what he wants: a small door opening on a wooden
stairway, leading to the belltower. He ducks inside and
starts up.

DICK'S GUN drops with a thud. His hand slips from the back
of the pew. In the second before he slumps to the floor,
unconscious, he sees a curious sight: a TINY BLACK NINJA
WHEEL, imbedded in the flesh of his leg.

Behind him -- framed in the arched doorway -- A RAGGED

BLACK GHOST begins his final unholy march down the center
aisle of the old cathedral.

INT. CATHEDRAL - BELLTOWER - NIGHT

A tiny stone chamber, 8'x8', open on four sides to the

wind. The enormous church bell has long since been removed.

The JOKER stands in an archway, gazing at the gargoyles on

the roof below. He hits a button on the walkie-talkie:

JOKER
I'm in the belltower. Don't land.

INT. HELICOPTER - MOVING - NIGHT

A PILOT replies through his radio headset.

PILOT
E.T.A. two minutes. Hang on.

The PILOT swings the copter right in a wide, swooping arc.

INT. STAIRWAY TO BELLTOWER - THAT MOMENT - NIGHT

BATMAN. Broken, beaten, his right leg useless, he hauls

himself up the steps one at a time. He should be dead.
Dried blood cakes his face, his chest.

Dizzy, exhausted, his body strained to the limit, he slumps

against a wall to steady himself, then reaches into his
utility belt for a painkiller -- and forces the capsule
back onto his dry, swollen tongue.

Quaking all over, he tries to draw himself erect... and

TOPPLES OVER, landing with his full weight on the rotten
wood of the belltower stairs.

THE STAIRWAY COLLAPSES, turning to splinters beneath him.

And suddenly BATMAN finds himself DANGLING PRECARIOUSLY IN
MIDAIR, hanging by one hand to an upper step.

It would be so much easier to let go. He looks down at the

fragments of the shattered stairway, STILL FALLING,
vanishing into the dark depths of the stairwell.

Then he looks up. At the trapdoor. A mere six feet away.

His TEETH CLENCH in a monstrous grimace. AND WITH AN
INHUMAN EFFORT, HE HOISTS HIMSELF UP ONTO THE UPPER STEPS.

For a full five seconds he's blind with pain. A RAGGED

WOODEN SHAFT is buried in his right shoulder. Twitching,
trembling, he reaches up and YANKS IT OUT with his last
ounce of strength.

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The trapdoor is a foot above his head. It could be a mile.
BATMAN finally realizes he's not going to make it.

He reaches down and rips open a Velcro seal on his utility

belt, revealing the strange TIMER DEVICE we saw him making
earlier. Before he can activate it his hand falls limply at
his side.

THE BATMAN is out like a light.

INT. BELLTOWER - THAT MOMENT - NIGHT

The JOKER glances casually down at the trapdoor, wondering

what all the noise is about. He draws his gun, moves
cautiously to the trapdoor, and lifts it a few inches...
just enough to see the unconscious form on the stairs.

JOKER
... Batman?

No reply. The JOKER stands there and lets out a little

snicker. He looks out through the archway, sees no sign of
his rescue copter. Then -- a look of curious amusement on
his face -- he steps down THROUGH THE TRAPDOOR and LUGS
BATMAN up into the belltower.

He props BATMAN up against a wall. Still no sign of life.

The JOKER crouches beside him and -- almost tenderly --
pats his face.

JOKER (cont.)
Batman? Batman?

THE BATMAN's lips part. But he's too weak to speak.

JOKER (cont.)
I thought you'd be more comfortable
here in the belfry.
(chuckling to himself)
Before I kill you I'd like to see
who you are. Would that be okay?

BATMAN emits a tiny low moan. The JOKER takes it as a yes

and reaches over to undo his cowl.

BRUCE WAYNE stares up with dulled, sightless eyes. The

JOKER reaches into his pocket for a purple handkerchief,
moistens it, dabs at the caked blood on BRUCE's face.

JOKER (cont.)
Oh my, aren't we pretty.
(brightening suddenly)
I know you! You're the rich boy!!

The JOKER is enormously tickled by this discovery. He claps

his hands together in sheer glee.

JOKER (cont.)
My goodness, what in the world made
you do it? It must've been
something pretty terrible!

He's practically dancing now. He's made a friend.

JOKER (cont.)
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You know, we should've sat down and
had us a little heart-to-heart. I
bet we would have got on famously.

BATMAN
Mad... man...

JOKER
Well now, you're not exactly the
picture of mental health, are you.

BATMAN
... Murderer...

JOKER
Bruce, we're both murderers. Think
how many people you've killed by
letting me live.

A SPOTLIGHT cuts through the night sky. The JOKER hears his
helicopter approaching in the distance.

BRUCE reaches down furtively. Finds the timer on his

utility belt. FLICKS A SWITCH... and the countdown begins.

The JOKER pulls a straight razor from his pocket and opens
it gingerly.

JOKER (cont.)
I have to do it now, Bruce, but it
won't even hurt. Now relax. The
bat's in his belfry, all's right
with the world...

He has the razor almost up to BRUCE's throat when BRUCE

reaches out and GRABS HIS LAPELS in a death grip. The JOKER
is momentarily amused by this seeming display of affection.

JOKER (cont.)
Why, Bruce...

Then he hears ticking.

Looks down at the flashing digital display on BRUCE's belt.

0:26 seconds. 0:25 seconds.

He SHRIEKS HORRIFICALLY and DROPS THE RAZOR.

BRUCE won't let go of him. Finally he manages to lurch

convulsively away, sprawling on the floor of the belfry.

BRUCE is wearing a great big Joker smile.

JOKER (cont.)
IT'S NOT FUNNY!!!

BRUCE
No... sense... of humor?

The JOKER reaches out for the ticking time bomb. Thinks
better of it and retracts his shaking hand.

He can see the copter approaching now, slicing through the

clouds. He screams, waves a flashlight in the air: his
signal beacon. 0:20 and counting.
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The JOKER scans the belltower frantically. His eyes fall on

the trapdoor. He races over, flings it open, starts down
the stairs in a frenzy.

There are no stairs. They've collapsed. 0:16 and

counting.

Screaming insanely, the JOKER vaults through the door and

makes for the open stone archway. The copter is directly
overhead now. A rope ladder drops from its belly.

EXT. BELLTOWER - THAT MOMENT

The helicopter descends, its whirling blades stirring up a

windstorm on the roof of the old abandoned cathedral. DEAD
LEAVES rise and swirl in the churning air.

INT. BELLTOWER

The JOKER makes a futile grab at the rope ladder, almost

losing his purchase on the archway parapet. He gestures
wildly for the copter to make another pass. 0:12 to go.

EXT. BELLTOWER

A maelstrom of swirling leaves. And now, among the leaves

-- roused from their resting place in the rotten rafters of
the old cathedral --

-- A HORDE OF SQUEALING, CHITTERING BATS!! Filling the air

like a black cloud, HUNDREDS OF THEM, taking flight in
blind uncomprehending fury --

INT. BELLTOWER

The JOKER leaps into empty space, grabs hold of the ladder,
cackles in mad triumph --

-- AND SUDDENLY THE BELLTOWER IS FULL OF BATS. A SCREECHING

SWARM, HIDEOUS, BLACK-WINGED -- SWOOPING THROUGH THE
ARCHWAYS DIRECTLY AT THE JOKER --

-- WHO SCREAMS IN TERROR -- LETS GO OF THE LADDER --

-- and plunges into the night.

TIGHT ON BATMAN. Six seconds remain. There is still time if

he makes his choice now.

Surrounded by the flapping of leathery wings, his body

working on pure adrenalin, he unbuckles the belt. Lurches
into position. Heaves it out into the darkness.

It snags on the bottom rung of the dangling rope ladder.

INT. HELICOPTER - POV CO-PILOT

The CO-PILOT is hanging out one side of the copter, just

enough to see what's going on.

CO-PILOT
PULL UP!! PULL --

EXT. CHURCHYARD - OVERHEAD ANGLE

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It's as if time has stopped. The world has grown suddenly

silent. We're looking down at the JOKER, whose body lies
splayed and broken on the flagstone surface of the
churchyard. Slowly, elegantly -- we have all the time in
the world, now -- we DRIFT DOWNWARD, closer, until his FACE
FILLS THE SCREEN, the familiar chilling grin still intact.

Sad clown, A-one crazy boy, staring aimlessly at the stars.

Suddenly his face is bathed in a brilliant gasoline GLOW.

POV JOKER

Looking up he sees a beautiful display of fireworks,

bursting and burning, spirals of color snaking through the
sky as the helicopter explodes in eerie silence.

REVERSE ANGLE - THE JOKER'S FACE

It's all so lovely. The JOKER's expression is happy, almost

childlike, as he gazes up at this private show. Gradually,
though, the bright colors fade; and the JOKER's face begins
to relax, the twisted grin dissolving at last as darkness
sets in.

FADE THROUGH TO:

INT. TELEVISION STUDIO - NIGHT

AN ANCHORWOMAN delivering an oncamera EDITORIAL.

ANCHORWOMAN
As the details of the Joker's
heinous plan become known, a city's
gratitude goes out to the mysterious
Batman. His whereabouts remain
unknown, but Batman -- if you're
alive -- if you're listening --
thank you.

EXT. CEMETERY - DAY

VICKI at a fresh gravesite. She places a FLORAL ARRANGEMENT

in the urn at the head of the grave; stands back to examine
it; then bends once more to reposition the drooping
flowers.

VICKI
I loved you too.

As soon as the words come out, she begins to CRY. Then she
gets hold of herself; rises; turns up her collar; and goes.

The headstone reads: "ALEXANDER KNOX, 1956-1987."

INT. WAYNE MANOR - STUDY - DAY

ALFRED, in his apron, on the phone.

ALFRED
No, Mr. Wayne is in Thailand. I'm
afraid he's quite unreachable.

INT. WAYNE MANOR - DAY

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The glass-enclosed room which houses BRUCE's Olympic-sized
SWIMMING POOL. Outside, snow is falling.

In the pool, on an inflatable rubber raft, is BRUCE WAYNE.

Beside him, waist-deep is the water, is VICKI -- helping
him rehabilitate his leg and shoulder.

VICKI
I don't know why I'm doing this. I
half wish you'd stay a cripple.

BRUCE
Ohhhh... you don't mean that.

VICKI
(grasping for words)
I don't, but... I do. It's just... I
love you, Bruce. I --

BRUCE
(taking her hand)
Vicki. Do you love half of me? Or
all of me?

A hard question for VICKI to answer. She thinks it over for

several beats, then SMILES... SLOWLY, SADLY.

VICKI
I guess you did it, didn't you. You
saved everyone.
(pause)
Almost.

For a moment he stares deeply into her eyes. Then he pulls

her over, takes her in a tight embrace.

BRUCE
I don't know how to explain this so
it makes sense... but you saved
me.

INT. BATCAVE - THAT MOMENT - DAY

DICK GRAYSON stands at the brink of the bottomless pit and

looks up at the GYMNAST'S RINGS suspended overhead. He sets
his jaw and then -- with only a moment's hesitation --
LEAPS INTO THE VOID.

His hands find the rings. He launches himself HIGH INTO THE
AIR and does a spectacular TRIPLE SOMERSAULT, catching the
rings on his way down.

Exhilarated, he makes a perfect landing on the edge of the

pit. 10-point-0. A SMILE OF PLEASURE comes to his lips.

CUT TO:

EXT. ROOFTOP - GOTHAM CITY - NIGHT

A dark, moonless night. LIGHTS OF THE CITY sparkle in the

distance. CAMERA DRIFTS across the rooftop, settling
finally on the broad back of a BLACK-CAPED FIGURE poised at
the edge of the roof, gazing down on the streets below.

A SECOND FIGURE enters frame. We get a brief glimpse of his

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4/17/22, 6:14 AM Batman script by Sam Hamm
RED-AND-GREEN SUIT in the seconds before our EYES TURN
SKYWARD... to the SEARING YELLOW SPOTLIGHT sweeping through
the clouds. In its center: the VAST BLACK SILHOUETTE of a
BAT, wings extended, DOMINATING the night sky.

We HOLD on the GLARING BAT-SIGNAL as BATMAN and ROBIN

vanish over the edge of the roof, plunging down toward new
adventures. MUSIC BUILDS and we

FADE OUT.

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