BATMAN

Screenplay by

Sam Hamm

Based on the Character Created by

Bob Kane

PROPERTY OF: REVISED

FIRST DRAFT

WARNER BROS. INC.

March 6, 1987
4000 Warner Boulevard
(c) 1986
Burbank, California 91522 WARNER
BROS. INC.
All Rights
Reserved

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

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 glaring
exception:

A TOURIST FAMILY, Mom, Dad, and little Jimmy, staring straight ahead as
they march in perfect lockstep down the
main drag. They're just come out of a hit show one block 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 past and disappear. MOM grimaces in frustration as

LITTLE JOHNNY consults a subway map.

JOHNNY
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 JOHNNY. JOHNNY 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.

JOHNNY
Seventh is that way.

DAD
I know where we are!

EXT. SIDE STREET - THAT MOMENT - NIGHT

A deserted access street lined with the husks of stripped-down cars.

MOM, DAD, and JOHNNY take a deep breath and march into the darkness.

VOICE
Hey, mister. Gimmie a dollar?

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

who sits between two garbage cans, one palm outstretched. His ratty t-
shirt reads: "I LOVE GOTHAM CITY."

MOM, DAD, and JOHNNY pause for the merest of seconds, then move on - -
pretending not to hear.

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 JOHNNY 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 JOHNNY.

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
JOHNNY 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 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, metallic CLANG. EDDIE hears it and
tenses up.

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

NICK
What are you, 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
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 EDDIE's 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
God! 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 FIGURE advances and spreads
its arms, slowly, majestic-ally. GREAT SHADOWY BATWINGS flap in the
wind.

NICK drops, 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, terrified, 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 (cant.)
Don't kill me... don't kill me...

When NICK finally opens his eyes, he realizes THE BAT is standing on
the ledge of the roof - - HOLDING HIM OUT, at arm's length, over six
stories of nothingness.

The grim 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 (cant.)
Tell your friends. Tell all your friends.

NICK HOWLS. Almost as an afterthought, THE BATMAN heaves him roughly

back onto the tar and gravel surface of the roof.
And then -- casually, without a moment's hesitation --
STEPS OFF THE LEDGE, INTO MIDAIR.

Trembling, NICK crawls to the ledge and looks over... finding

ABSOLUTELY NO TRACE of the Batman.

NICK is still screaming as we PAN UP to the bilious yellow globe of

Gotham's moon. MAIN CREDITS ROLL:

BATMAN

CUT TO:

INT. GOTHAM CITY DEMOCRATS' CLUB - NIGHT

A 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
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 (V.0.)
(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
jacks off the top. This most unusual deck sports a .22 calibre BULLET
HOLE straight through the middle.

JACK NAPIER
Decent people shouldn't live here. They'd be 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 has no more conscience
than a turnip.

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

JACK consults 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, 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
Globe. 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, and saunters down the alley.
ECKHARDT curses under his breath.

ECKHARDT
Oh Christ, it's Knox.

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

LT. ECKHARDT 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.

JACK hands ECKHARDT a fat brown envelope. He stuffs it quickly in his

coat.

JACK
I missed you, Lieutenant.

ECKHARDT
Sorry. We had another bat sighting.

JACK
Don't let your job interfere with your business. -- Someone's been
talking to Harvey Dent.

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

ECKHARDT
I'm on top of it. If there's a problem --

JACK
Eckhardt... our problems are your problems.

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 (cont.)
Very nice, Lieutenant. Considering how little your services cost.

ECKHARDT
(knocking his hands away)
I answer to Grissom, punk. Not to you.
JACK
Why, Eckhardt. You should be thinking about the future.

ECKHARDT laughs in his face.

ECKHARDT
Got it all figured, huh? Grissom just sits back and hands you the
reins. -- Maybe he don't know what we know.

JACK
What are you talking about?

ECKHARDT
(pursing his lips)
About how pretty you are, pretty boy. Maybe he'd like to know --

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, where JACK -- out of control now -- KICKS HIM TWICE.

ECKHARDT's hand goes instinctively to his gun.

JACK
Here. Use mine!

JACK pulls an automatic from his pocket and flings it at ECKHARDT to

pick it up - - just as the two enormous GOONS from the limo appear
behind him for reinforcement.

By now PATRONS are staring out of the restaurant windows. ECKHARDT

wipes blood from his mouth as JACK reaches down for the gun.

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

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 sheaf of pages in his hand, and pauses at a CARTOONIST'S
drafting table.

KNOX
What have you got for me, Bob?

BOB 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 BOB 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.

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.)
So what brings you to this dump? Why aren't you off
photographing some exotic foreign potentate?

VICKI
Burned out. I need a vacation.

KNOX
Too much glamor, huh. What's in the bag - - Monte Carlo? Apes in
Kenya?

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

KNOX
God, Vick, a girl could get hurt doing this.

VICKI
A girl could get killed - - so they tell me. What's new and hot in
Gotham City?

KNOX
Oh, it's too good. 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 think he's leaving the big fish for
Harvey Dent.

VICKI
Our next D.A. -- I hear Bruce Wayne is throwing a
fundraiser. Did you get your invitation yet?

KNOX
(heavily ironic)
Oh, absolutely. Bruce and I are very close.

VICKI smirks -- and KNOX freezes. It's just occurred to him that she
may have a purpose in all this.

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

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

KNOX (cont.)
-- 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
her 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?

She laughs. Bursting 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, criminal kingpin, fat, fifty, and utterly without charm.

GRISSOM, behind a big broad desk, addresses his LIEUTENANTS - - a

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

GRISSOM
If this son of a bitch gets elected, we're looking at some serious
damage.

ACCOUNTANT
The problem's in our front companies. If he's tied us in with Ace
Chemical... that's the ball game.

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.

ACCOUNTANT
We'll need to clean out our files before the subpoena comes down.

LIEUTENANT
How do we go? Strike a match?

ACCOUNTANT
Arson gives you a nice write-off. On the other hand, we do have a
history of unexplained fires.

JACK
Okay, a break-in. Trash the office, make off with the books
... "Industrial espionage."

GRISSOM
Very good idea, Jack. In fact --
(pause)
-- I'd like you to handle this operation personally.

JACK'S HAND FREEZES over his lucky deck.

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. Nervously, he turns the fourth card off the top of the
deck. It's not a jack.

It's a JOKER -- a Joker with a neat, round, .22 calibre HOLE through
its face.

GRISSOM (cont.)
We'll have to move soon. -- 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 a big job. I can't trust it to
somebody who'll screw up.

JACK
I understand.

GRISSOM
Oh, 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.

ALICIA appears in the doorway nearby, modeling her new purchases for
him. He smiles coolly at her as he reaches for the telephone.

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. 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, sir?

KNOX
The small one.

KNOX takes a drink and ALFRED moves on. A moment later, VICKI detaches
herself from her little circle of admirers and hooks up with KNOX.

KNOX
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 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

A NEON SIGN reads: "ACE CHEMICAL. TOMORROW'S FUTURE TODAY." 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 sits outside a chain-link fence which surrounds the factory
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.

JACK 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
Where does one man get all this junk?

VICKI
All aver the world. They say he's spent half of his life overseas.

KNOX
Holy shit...

KNOX goes goggle-eyed as they enter the LIBRARY.

INT. BRUCE WAYNE'S LIBRARY - NIGHT

KNOX
... We found the arsenal.

One wall is lined 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.)
Okay, 1'm intrigued. What else do you know?

VICKI
Rich. Reclusive. Bankrolls half a dozen charities.

KNOX
Likes to kill?
KNOX
(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 (O.S.)
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, aristocratic... 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.

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 compliments 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 a bit:

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. With any luck we'll run into each other.

ALFRED, the butler, appears in the doorway behind them. He clears his
throat.

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.

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 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 an a single screen: GUESTS moving back-ward, 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, if we could put our hands on Jack Napier... Why wasn't I
told about this? Who's in charge of the - -

PATROLMAN
Lieutenant 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, head-lights off.
ECKHARDT circulates among his ARMED SWAT TEAM, handing out Xeroxed
copies of a MUG SHEET: JACK NAPIER, front and profile.

ECKHARDT
Shoot to kill.

INT. 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 #1
Just like the file cabinets.

HOOD #2
I don't get it. If this place is cleaned out already,
why 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)
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 insignia 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 1 tumbles to the floor and lands hard, losing his breath.
HOOD 2 rolls and pulls a GUN.

BATMAN hurls a BOOMERANG -- its edges scalloped, like a bat's wing.

HOOD 2 finds his gun hand PINNED TO THE WALL by the twin prongs of the
BATARANG.

BATMAN strides briskly toward them, businesslike, taking his time. He

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

He turns to the petrified HOOD 2. A DRUG-TIPPED BLADE springs from the

end of his glove. He strolls past HOOD 2, reaching out casually to
give him a QUICK NICK on the chin.

HOOD 2 slumps against the wall, unconscious.

ANGLE ON JACK

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

-- anything to create a diversion. GIGANTIC MACHINES roar to life.
CENTRIFUGES SPIN. HUGE POLYMER EXTRUDERS spit out thick strands of
plastic gunk. OVERHEAD CHEMICAL TANKS rotate into place above giant
basins.

JACK SEES a squad of COPS on his tail, moving from machine to machine
keeping low. He SHOOTS AND RUNS.

ANGLE ON CATWALKS

HOODS 3 and 4 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 3's collar as he climbs and YANKS
HIM CLEANLY OFF THE LADDER. They drop to the lower catwalk.

HOOD 4 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 4 turns and scrambles. BATMAN goes to his belt for a miniature
SPEAR GUN. He FIRES at HOOD 4... planting a BARBED HOOK in the HOOD'S
JACKET, SPINNING HIM AROUND.

ANGLE ON COPS

staring up in disbelief at the action on the catwalk.

COP
LOOK!

GORDON
My God ... it's him.

ANGLE ON CATWALK

HOOD 3 on his feet now, charges BATMAN from behind. BATMAN -- not even
turning to face him - - DROPS HOOD with an ELBOW. Now he has a HOOD on
either side.

He takes a STEEL CYLINDER from his belt, whips it 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 3 takes a debilitating JAB UNDER THE JAW.
BATMAN SPINS on his heels and SLAMS THE STAFF into HOOD 4 --
knocking him OFF THE CATWALK. The hook in his jacket jerks him up
short... leaving him to DANGLE thirty feet above the factory floor!

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.

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 next 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.

Behind him, COPS return fire. One pot-shot hits a FIFTH CHEMICAL TANK.

An EXPLOSION knocks JACK 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
snot, he'll reach 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, 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. But then:

VOICE
HOLD IT!

In all the ruckus, HOOD 5 has managed to circle back behind the heavy
machinery.

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

HOOD #5
Let him go or I'll do the geezer.

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. HOOD 5 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 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.
A VOICE breaks the tension:

JACK
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 5. 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.

Doing an agonized pirouette, he pulls the trigger convulsively. A

YOUNG COP, totally unnerved, draws his gun and SHOOTS BACK.

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

GORDON (cont.)
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 bullethole,
bobbing
on the oily surface of the foul, polluted river.

Gradually, OTHER CARDS from the deck swirl past: a nine.

A deuce. A queen. And finally, a JOKER -- SHOT CLEANLY
THROUGH THE FACE.

A BONE-WHITE HAND BREAKS THE SURFACE as we

SHOCK CUT TO:

INT. GOTHAM GLOBE - CITY ROOM - DAY

A BANNER HEADLINE on the late edition of the Globe:

"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 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)
Now 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" -- 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 know 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.
(indicating telephone)
There's a phone. You can call him up and cancel.

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

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

She exits. KNOX stands there looking perplexed.

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

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

Farther out, a FORTY-FOOT CABIN CRUISER, aptly christened "DIE
FLEDERMAUS," slices through the waves.

EXT DECK - YACHT - DAY

BRUCE and VICKI are on the deck, 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 below deck with a tray of drinks
for BRUCE and VICKI. As BRUCE reaches for his glass, VICKI eyes
his forearm: 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 the rooftops.
(beat)
Look, I bore myself silly. Let's talk about you.
How the hell did you wind up in Corto Maltese?

VICKI
That's a tough one. Have you ever seen combat?

BRUCE
No.

VICKI
Neither had I. Odd desire for a woman, I guess.

BRUCE
Odd desire for anyone.

VICKI
Well. A couple of years ago when their president was
requesting aid I went down there for Newsweek. The
beaches were nice. And at nights -- they had a band --
I danced on the hotel patio.
(shrugging)
Of course I never saw what was really happening there.
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. If you train yourself
to look for it.

VICKI
(too quickly)
Well, Bruce, some types are a little more obvious
than others.

BRUCE cocks one eyebrow as if he's ready to debate the point. VICKI
thinks -- mistakenly -- that she's offended him. She decides to
lighten up.

VICKI (cont.)
I'm sorry. I know it all seems a million miles away,
out here on the water, with all this --

BRUCE
Insulation?

VICKI waffles. He seems somehow to be challenging her.

VICKI
Bruce, really, when I say these things I don't mean
to criticize you.

BRUCE
(smiling)
In other words, what right do I have to talk about terror.

VICKI
As much as I do. It's not that. I don't want to
be depressing, that's all.

BRUCE
I see. If I know how you really feel, I won't like
you as much.

VICKI laughs. 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 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.

The guy's a chess player, 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) same 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. But her lips part slightly. opera glasses
SNAP SHUT.

This time she doesn't laugh. SCREEN GOES BLACK as the

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
I'll take you home if you'd like.

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 vast, darkened entry hall, frame

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 waterfront

rathole.

INT. DOCTOR'S OFFICE - NIGHT

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

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

The DOCTOR, a nervous little ferret with the bedside manner

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

DOCTOR
Well, Mr. Napier, let's see how we did.

He begins to snip. 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 (O.S.)
Mirror.

The DOCTOR just stands there staring AT CAMERA, stock-still,

apparently transfixed by the sight of JACK's face.

JACK (O.S.) (cont.)

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 awful, reverberating LAUGH.

CUT TO:

INT. BRUCE WAYNE'S BEDROOM - NIGHT

VICKI nestled under the covers. Beside her, 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 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 doors to the private elevator hiss open and JACK wanders in.

He plops in the big plush swivel chair behind GRISSOM's desk and
stares out at the spectacular Gotham skyline.

GRISSOM (0.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
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
It's not the girl, Jack. Sooner or later you
would've tried to take me. 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.

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 anymore. (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 - - please - - WIPE THAT LUNATIC GRIN OFF YOUR
FACE.

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

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

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

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

He reaches for a 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
DISSOLVE TO:

INT. BRUCE WAYNE'S BEDROOM. - MORNING

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

She breaks into a 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 and 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
if and see if 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.

VICKI (cont.)
Bruce, you are such a case.

Bruce seems somehow unable to sing along. But he 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 WELTS AND BRUISES.

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

turns to 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.

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 labeled "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." "ORPHANED CHILDREN 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 want 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.

She unlocks the door quietly, 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 all 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 (O.S.)
Honey -- I'm home!

She pivots. Her eyes widen. She SHRIEKS.

Sitting cross-legged in an easy chair, a twisted grin on his loathsome

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 board room. At a long table
sit Gotham's most distinguished criminals: GANGLORDS and RACKETS
BOSSES from every corner of the city.

They stare uneasily 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
Why don't we hear this from Grissom?

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

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. 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 bursts 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 he 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 FLAME-THROWER.

EXT HALLIDAY PLAZA - DAY

A sunny, landscaped quad surrounded by corporate skyscrapers: trees,

grass, marble fountains, flags of many nations. Amid the pedestrians
we catch BRUCE and VICKI, all smiles, passing through 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)
Mm-hmm. Lunch. Not even dinner.

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

BRUCE
Vicki. Do you want the truth?
(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 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 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 speak, 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 SLOW-MOTION POV SHOTS:

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

INSERT - TELEVISION SCREEN

ANCHORWOMAN (V.O.)
-- 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...

The ANCHORWOMAN turns to COMMISSIONER GORDON.

ANCHORWOMAN (cont.)
You've heard the rumors, Commissioner. 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 board room. 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 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 newspaper:.

KNOX
Okay, here we go. Check it out

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

A 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 0F

UNFORGETTABLE AGONY.

KNOX
Nice snap, huh? 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 COFFEE SHOP - DAY

KNOX is in a booth with VICKI, showing her the contents of his rapidly-
expanding file on Bruce Wayne.

VICKI
You are on drugs.

KNOX
Yeah? According to this, he's in Geneva from '76 to '79.
Well, I called Geneva. Nobody there's even heard of the guy
- - Probably off in Tibet with some kung fu master.

VICKI
(eyeing the file)
Are they paying you for all this?

KNOX
Everybody needs a hobby. You explain it, Vicki.
(beat)
He walks out on his own party. Half an hour later, who
turns up? Batman.
(smiling)
Sees an execution, freaks out in an alleyway. No place to
change.

VICKI
Allie, I know exactly why you're doing this.

KNOX
... Oh? Why is that, Vicki?

He's all but daring her to insult him. VICKI holds her silence for a
moment, then changes the subject.

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

KNOX
... Okay, then, 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
I've had it with you. I'm leaving.

KNOX
(grabbing her arm)
Bruce Wayne 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.

INT. ACE CHEMICAL CO - DAY

LOW ANGLE on the JOKER. He stands on a catwalk high above the refinery
floor, 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 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 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-D.

JOKER
Great. 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 kindergartner, 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
It's been so long, Vicki. We're honored.
(cattily)
I hear you've got your hooks in Bruce Wayne.

VICKI
I see you've never met Bruce Wayne.

CLAIRE
Oh. Really. Well -- Come on, dear, Tony's dying to see you.

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
various 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, flow 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 in FRIGHTFUL, FROZEN, LAB-APE GRINS. VICKI GASPS. CLAIRE
SCREAMS. TONY SCREAMS.

CUT TO:

INT. TELEVISION STUDIO - EVENING

'Eyewitness News,' with anchors PATSY NARITA and DAVE McELROY. Behind
them, BLOWUPS of the two dead MODELS.
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 blue screen, 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 Harbor,
of the newly restored 'Lady Gotham'...

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

DAVE (cont.)
This bulletin just in. Three
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 --
(eyes widen)
PATSY!!

An offscreen CRASH. DAVE jumps 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 sound stage in a frenzy. PATSY spins like a

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

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 PROMO.

DIRECTOR
WHERE'S IT COMING FROM??

TECHNICIAN
I DON'T KNOW!
CLOSEUP - THE JOKER

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 labeled
"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!!

SERIES OF SHOTS

Television sets all over Gotham, as startled citizens react to the

JOKER'S maniacal promo.

JOKER (V.O.)
I know what you're saying. Where can
I buy these fine, fine new 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.

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!

He's looking at THE JOKER in tight closeup.

Offscreen, an INFANT begins to squall. THE JOKER cocks an eyebrow.

JOKER (V.O.)
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 ends.
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 13 Lives
WHO IS THE MYSTERIOUS "JOKER"?

- An ANCHORWOMAN on the evening news. Her complexion is curiously

sallow. BLACK BAGS show under her eyes.

ANCHORWOMAN (V.O.)
... six new deaths, with no clues as
to the Joker's identity or demands. The
list of 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 (V.O.)
- a seeming pattern of beauty and
hygiene products. Cologne -- 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 percent natural. Her
hair is frizzy. Her eyebrows are gone. Every wrinkle on her face is
plainly visible.

ANCHORWOMAN (V.O.)
Hair spray and eyebrow pencil. We
repeat: do not use the following
products --

- A LARGE DRUGSTORE. CASHIERS sit idly by the registers. The store is

utterly devoid of customers.

CUT TO:

EXT. STREET - DUSK

VICKI heads down the sidewalk toward a museum. Across the street, A
GLOVED HAND reaches for a pay phone.

VOICE (O.S.)
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
base to his bleached face, his puckered cheeks. In the right light he
could almost pass for human.

In all of Gotham, he's the only person still using makeup.

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 slump over one shoulder, portfolio in hand.

VICKI
Has Mr. Wayne arrived?

MAITRE D'
We have a table waiting. This way.

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.

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 opens the box to find a MINIATURE GAS MASK.

She hears a strange HISSING NOISE. A few feet away, PURPLE 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 face. Within seconds, she's
the only one conscious in the room.

INT. MUSEUM - THAT MOMENT

PURPLE SMOKE plumes up toward the ceiling. Down below, PATRONS and
SECURITY GUARDS lie sprawled on the floor, twisted at odd angles, out
cold.

The mist is clearing now. The doors swing open and in strolls THE
JOKER, looking quite dapper in his street makeup and BIG PURPLE PIMP'S
HAT.

The JOKER moves to 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.

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 thee 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, magazine
covers of celebrities -- and, as her career becomes international in
scope, heads of state and exotic vistas.

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)
I don't know if it's art, but I like it.
VICKI is squirming, but she doesn't think it wise to debate the point.

JOKER (cont.)
I'm just an old cornball, but I live
for beauty. I look around at my drab
little city, it gets me down.
(enraptured)
Then it came to me that what this city
needs... is beautification. Kind of a
big makeover.
(indicating the photos)
And this is exactly the look I'm going
for. 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 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.

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 (O.S.)
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 is transfixed by this strange figure drifting eerily through the

abandoned tea room. Hesitantly, she asks:

VICKI
... 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...

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 concelaed 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 tea room. And THE JOKER is face-to-face with...

THE BATMAN!

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

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

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

JOKER (CONT'D)
...YOU!!

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!!

The JOKER races to the edge of the ramp.

JOKER (CONT'D)
GET 'EM!! GET 'EM!!

GOONS are stationed as 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

As ROPE whistles through his fist, 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 the 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 toward a side alley.

EXT. SIDE ALLEY - THAT MOMENT - DUSK

VICKI rounds the corner just as BATMAN lobs a SMOKE PELLET

into a doorway of the Flugelheim.

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'D)
...Oh.

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

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

BATMAN
Ignition!

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

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

COMPUTER (V.O.)
Ignition.

The engines are revving up even as BATMAN vaults into the

cockpit.

Guns in hand, the JOKER'S GOONS are stumbling out of the

Flugelheim, 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 as the 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 a can behind him,
the other half into a second car nearby.

EXT. STREETS - THAT MOMENT

SIREN HOWL as POLICE CARS converge on the Flugelheim.

INT. BATMOBILE - THAT MOMENT

roaring out into CITY TRAFFIC.

VICKI
Look! Police!

BATMAN
I know. 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 PEDAL in response.

INT. VAN - THAT MOMENT

TIGHT ON the demented face of the JOKER. He catches sight of

the BATMOBILE and 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

resturants. CROOKED COPS as a coffe 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 HOT DOG STAND in its path.

INT. BATMOBILE - THAT MOMENT

PEDESTRIANS GAWK as the sleek supercar STREAKS PAST.

VICKI
What about the girl?

BATMAN
He won't kill her. -- GODDAMMIT!

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

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

BATMAN guns the engine. SWERVE 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

cluster around them.

VICKI
Can't we --

BATMAN
Too many people. Come on!
(as she gets out)
SHIELDS!!
The BATMOBILE'S computerized VOICE replies:

COMPUTER (V.O.)
Shields.

With a series of CLANGS, CHROME-STEEL PLATES slide into place

-- across the cockpit, over the tires -- leaving the
BATMOBILE an inert, impenetrable BLOCK OF BLACK METAL.

BATMAN and VICKI sprint through tht 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. Let's get out of
here!

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

EXT. SIDE STREET - THAT MOMENT - NIGHT

BATMAN and VICKI zigzag past storefronts and candy stands,

dodging astonishes PEDESTRIANS.

INT. CAR - MOVING - THAT MOMENT

FOUR GOONS with GUNS. They spot BATMAN and VICKI coming off
the side street. The DRIVER, speaks into the radio:

DRIVER
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.

A SUDDEN SPRAY OF BULLETS. BATMAN and VICKI dive. Drop behind

a parked car. And don't come up.

They've ducked into 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.

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 and VICKI INTO THE AIR.

BULLETS zing past as they whip upward like a fish on a line.

On story; two stories; and then...

They slow. They STOP. They DANGLE IN MIDAIR as the Joker's

goons advance. BATMAN wiggles, twists.

They lurch upwards 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'D)
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.

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 the 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
INSIGNIA 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 the remove BATMAN's cowl. But at this height
- and this angle -- she can't see his face. On 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
Good idea. Let's check the wallet.

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

GOON II draws his automatic. And at that very instance...

A FLASH GUN EXPLODES OVERHEAD.

Startled, the THUGS look up. ANOTHER CAMERA FLASH.

 GOON II
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 bad 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 has
pulled the trigger twice before he knows what's happened.

In one fluid motion BRUCE HEAVES GOON I's lifeless body

THROUGH THE AIR, knocking GOON II backward over a garbage
can. GOON II falls and CRACKS HIS HEAD on a brick 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 as
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.

EXT. ROOFTOP - ON VICKI

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

everywhere. And, in addition, THE BATMAN -- leaping up,
grabbing hold of fire escapes, climbing 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 he 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 as 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'D)
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'D)
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
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, I'll develop the photos.
Anything I don't want is yours.

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

BATMAN
I'll take you with me.

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

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'D)
Thank you, Vicki.

VICKI
... Where are you taking me?

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

close, brushes back her hair, runs on 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. Peering down a wall, he sees the BATMOBILE two
blocks away. The car is still there, the chrome-steel shields
intact. But 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 his car.

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

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

COMPUTER (V.O.)
Shields open.

The steel plates begin to retract.

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

COMPUTER (V.O)
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.

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 BLARE. The COP CARS roar up 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.

DISSOVLE TO:

EXT. BACK ROAD - NIGHT

A deserted stretch of road, lined by ancient tall pines.

INT. BATMOBILE - NIGHT

VICKI is gradually coming to on the passenger's side.

VICKI
... How long have I been out?

BATMAN
Quite a while. I took the scenic
route.

VICKI
(gazing about)
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 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 magically back 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 in 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'D)
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

Welcome to another world -- a vast, dank world. GNARLED

STALACTITES hang from the arching, ribbed walls. Cramped,
craggy passageways spiral off for the main vault, maze-like,
descending into impenetrable darkness.

And then -- in the midst of all this prehistoric splendor...

an incongrous sight: vast banks of blinking computers. A
fully-equipped machine shop. A state-of-the art crime lab.
This is THE BATCAVE, ancient, futuristic, home of gleaming
technology and primordal mystery.

BATMAN climbs out of the car. He removes his cape, strips off
his bullet-riddled jersey and body armor to reveal TWO
SWOLLEN WELTS on his chest.

He goes to a rack along one wall and picks out a fresh tunic
-- one of four. VICKI wanders over to examine the row of
bat-suits -- and 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

subterranean liar. 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
How'd you find this place?

BATMAN
Exploring. In the woods. Many years
ago. -- I was a solitary child.

VICKI'S HEAD jerks up abruptly. In the dim recesses overhead,

BATS ARE SCREAMING. She shivers.

BATMAN (CONT'D)
They don't come down here. They're
afraid of the lights.
 VICKI
I loathe bats.

BATMAN
So did I, once. But I kept coming
back, and... I guess I became the
thing I feared most.

VICKI, awed, wanders around gaping at high-tech marvels. On a

lab table, amid the beakers and test tubes are dozens of
TAINTED PRODUCTS: makeup, deodorant, etc. Nearby, a COMPUTER
PRINTER begins to chatter; VICKI watches information
scrolling across the main monitor.

VICKI
What is that?

BATMAN
Photo database. I'll do your photos
now.

He goes to a HIGH-SPEED PROCESSING MACHINE -- the kind they

have at Fotomat -- and loads the roll. Then he takes a seat
in front of the computer monitor.

BATMAN (CONT'D)
They've got it all wrong. They're
watching the warehouses, the
loading docks, looking for a
tamperer. The Joker is supplying
tainted ingredients at the source.

VICKI
That can't be right. That would
mean every shipment of every
product is poisoned. We'd all be
dead.

BATMAN
No. Every product contains one
component. The elements react in
combination. Hair spray won't do
it. But hair spray and perfume and
lipstick will.
(nodding his head)
Untraceable. It's very elegant.

VICKI wanders over to the edge of a DEEP BLACK PIT. She kicks
a pebble over. Long seconds pass; no sound.

She looks up. Suspended over the bottomless pit are a pair of
GYMNAST'S RINGS. This guy is dedicated.

VICKI
I just can't absorb it all. This
place, the equipment. What it must
have cost.
(in disbelief)
 Why all the secrecy? Why do you
wear the mask?

BATMAN
I don't want to jeopardize anyone
close to me.

VICKI
If you don't mind my asking...
Who's close to you?

A rhetorical question. BATMAN, stuck for an answer, smiles

slightly to himself, then moves to the photo machine and
examines the finished prints.

BATMAN
-- Your photos are ready.

He hands her the photos. Joker. Joker. Joker. And four shots
of BATMAN in action. He's without his mask, but there's no
clear angle on his face.

BATMAN (CONT'D)
Is this what you wanted?

VICKI
You could've killed him, you know.
You could've killed the Joker.

BATMAN
I had to save you, Vicki. I --
(turning to face her)
-- Please trust me.

The request is sudden and oddly plaintive. VICKI's hand

goes automatically to her belt, finds the telephoto roll
concealed in her blouse. He sees the gesture; their eyes
meet; and all at once, VICKI understands what he's really
asking for. But she can't bring herself to speak.
Eventually BATMAN turns to shut down the photo machine.
Trembling now, she steps up silently behind him and reaches
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, curious, childlike, painfully lonely
smile she saw on BRUCE's face that morning when she caught
him singing.

BATMAN (CONT'D)
Maybe we've had enough for one
night. I'll take you home.
He's going to let her keep the second roll. 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'D)
You do it -- Don't be afraid.

He climbs in on the driver's side. VICKI 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 (VICKI'S DREAM)

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 against his father's shoulder.

THOMAS rouses the boy gently, sets him down on the side
walk. 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 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.

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
GUNMAN dodges his blow and drops to the sidewalk, the pearl
strand BREAKING in his hand.

A SILENT BURST OF FLAME erupts from the muzzle of the gun.

THOMAS CRUMPLES. MARTHA emit 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 up 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 frame. Much like the GUNMAN's hand,
but feminine, beckoning. BRUCE, hearing his name, LOOKS UP;
then, agonized, 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 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.

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 from her dream and sits up in bed,

distraught. The bedside phone is ringing. She reaches for
it, but her hand freezes in midair. She knows who it is.

Three rings later, she manages to lift the receiver, 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

Darkness. BRUCE at a big mahogany desk in his somber, book

lined study.

BRUCE
I know it's late. I -- Are you
there?

INTERCUT BRUCE AND VICKI

VICKI
Yes, Bruce -- I'm here --

BRUCE
I'm sorry I had to stand you up
today. I'd like to make it up to
you.

VICKI
Well, Bruce -- I don't think --
that would be possible.

BRUCE
I realize... the way things have
gone between us...
(groping)
... I wish you'd reconsider.

VICKI
I wish you'd...

ON VICKI

Profoundly shaken. Her voice trails off. She knows.

BRUCE (V.O.)
Vicki? Vi--

She returns the receiver to its cradle.

ON BRUCE

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 OPEN 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, stubbly KNOX.

KNOX
The guy's bats all right. He's bat
shit crazy. He --
(ecstatically)
-- I can't believe it. I was
right!!

VICKI
Allie, he's not.

KNOX
Not what?

VICKI
He's not crazy.

KNOX slaps his own forehead, sprawls back in the 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)
CRAZY BAT-STARD!

VICKI
Allie... he wants to tell me. I had
a roll of film. His face was on it.
He knew that -- And he let me keep.

KNOX
Jesus, Vicki! Where is it??

VICKI
It's gone.

KNOX gasps in disbelief as it all comes into focus: he's

lost her loyalty. VICKI is in over her head with BRUCE.

VICKI (CONT'D)
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.

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 weightier 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.

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

SECRETARIES at desks. Someone is telling a joke. At the

sound of laughter, everyone FREEZES IN HORROR.

BRUCE strolls casually past as PHONES RING unanswered.

INT. HALLWAY - A MOMENT LATER - DAY

BRUCE ambles past a couple of COLLEAGUES -- SARAH,

JONATHAN, and FRANK. SARAH is shambling catatonically down
the hall, bumping into walls. JONATHAN is WAILING
HYSTERICALLY.

BRUCE nods in sympathy as they pass. He stops outside the

men's room, looks around cautiously, then enters.

INT. MEN'S ROOM - A MOMENT LATER - DAY

A small foyer outside the bathroom, 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 on hand confidentially over the receiver:

BRUCE
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.)
I'm serious, Bruce. We have to -- !

At this very moment a DAZED FINANCIER enters from behind.

FINANCIER
Hi, Bruce. You got a Valium?

BRUCE instinctively 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 OFFIE - NIGHT

HARVEY DENT at his desk, flanked by several POLITICOS.

DENT
... We deal.

ADVISER
(shaking his head)
Harvey, please. I mean -- 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, the
city in terror -- we've got people
dying.
(beat)
I can't sacrifice lives for the
sake of appearing tough.
 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. Tell him, Jim!

COMMISSIONER GORDON reaches into his vest pocket for a long

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. GLOBE - CITY ROOM - THAT MOMENT - NIGHT

REPORTERS cluster around a bank of TV sets, 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 a pretty choice.

KNOX grunts in response. SUDDEN HUBBUB from the ONLOOKERS

as a wave of VIDEO NOISE wipes half the screen away.

INSERT - TELEVISION (SPLIT-SCREEN)

On one side is the MAYOR. On the other -- sitting in a

director's chair with a big yellow HAPPY-FACE behind him --
is the JOKER, grinning fiendishly.

JOKER (V.O.)
Joker here. Can we talk?

MAYOR (V.O.)
I'd like to read a prepared
 statement. '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 (V.O.)
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'D) (V.O.) (CONT'D)

But I'm a reasonable fella. If you
want to make me an offer...

Panicked, the MAYOR and co. go into a quick huddle.

Break huddle -- Then:

MAYOR (V.O.)
All right, then. Here's the deal.
Total amnesty... and the sum of ten
million dollars, payable in --

JOKER (V.O.)
Ten million dollars. 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 (V.O.)
Please! We'll talk. Just tell us
what you expect.

JOKER (V.O.)
Goddammit, I expect to be treated
like and 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'D) (V.O.) (CONT'D)

I might just think up some demands.
And maybe when I do 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

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 the 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.

At the base of the statue, WORKMEN are assembling a big

wooden platform, complete with mikes, amps and spotlights.
They raise a gigantic BANNER which reads: "GOTHAM CITY --
300TH ANNIVERSARY CELEBRATION."

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. A LOUDSPEAKER blares:

ALFRED (V.O.)
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 -- the STOPS.

Behind him, the iron gate as 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.

KNOX
That's how it is, chum. One column
- and I can bring all this tumbling
down. I can take you off the
streets for good.

BRUCE
What is it you want?
 KNOX
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 at large.

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'D)
See, I don't know how it
happened... she's a smart girl and
you are an extraordinary screwed-up
guy... but she's in love with you.

BRUCE
Tell me, Knox. 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 cigarette and begins to PLEAD OPENLY.

KNOX (CONT'D)
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 and sighs. 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,' right?

BRUCE
Alfred, bring something for Mr.
Knox -- I'll have one, too.

CUT TO:
EXT. GOTHAM PARK - LATE AFTERNOON

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
No one would miss me.

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 if I could save a handful? --
What if I could save one?

VICKI is sick of watching BRUCE torment himself. She stands

up, almost crying no, and ACCUSES HIM DIRECTLY:

VICKI
Bruce, at the rate you're going,
you can't even save yourself.

BRUCE
(staring ahead)
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 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.

BRUCE
Are you expecting anyone?

She nods no. He goes to the peephole in the door.

BRUCE (CONT'D)
Who's there?

THROUGH THE PEEPHOLE he sees a DELIVERY BOY.

DELIVERY BOY
Package for Miss Vale.

BRUCE
Set it down by the door.

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'D)
It's 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'D)
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.

In the doorway VICKI lets out a squeal. BRUCE upends the

box and dumps TWO DOZEN EARS on the counter.

BRUCE (CONT'D)
... They're wax.

VICKI finds a hand-scrawled NOTE among the ears.

VICKI
"It worked for Van Gogh. Let's kiss
and make up."

BRUCE
(lost in thought)
The 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 (CONT'D)
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

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 hoists an

enormous KEY RING and locks the car in place on VICKI's
floor.

The KEY RING belongs to the 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
Easy, Miss Vale. Let's not put up a
 fight -- !

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 questions, but he shushes her before she can speak.

BRUCE (CONT'D)
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.

BRUCE (CONT'D)
Pick an apartment. Stay there. And
call the police. Give them the
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 ignores the thugs,
head down, whistling. As he walks past, his hand brushes
against a metal support column -- leaving small, magnetized
SONIC DEVICE stuck to its surface.

He walks another six paces, then stops short. He feels

around in all his pockets and curses theatrically to
himself, as if he's forgotten something important.

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, the elevator's working.

INT. VAN - ON JOKER

He's weighing the significance of this new development when

-- all at once -- an EAR-SPLITTING ULTRASONIC SCREECH rocks
the garage.

INT. GARAGE - THAT MOMENT

TWO GOONS drop to the cement floor, clutching their ears in

agony, immobilized by the awful reverberating WHINE. The
VAN revs up, backs out of its space, swerves toward the
cast-iron GATE at the entrance to the garage.

The front wheels roll over the big rubber cable that
activates the gate. Nothing happens. The van backs up,
lurches forward again. Still the gate does not rise.

INT. VAN - ON JOKER

Holding his ears, he SCREAMS over the deafening racket.

JOKER
SOMEBODY'S KILLED THE POWER!!

DRIVER
WHAT?

JOKER
SOMEBODY'S KILLED THE --

DRIVER
WHAT??

The JOKER gestures wildly at the garage entrance. His

DRIVER lays rubber and RAMS THE GATE -- but no go. They
shift into reverse for another try.

EXT. ROOFTOP - EVENING - A MOMENT LATER

BRUCE scrambles to the ledge just in time to see the GARAGE

GATE flying off its hinges. The VAN, its front end trailing
smoke, screeches out into traffic.

So much for Plan A. BRUCE clamps the utility belt around

his waist, pulls the BLACK NYLON STOCKING over his head. A
second later, 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.

EXT. INTERSECTION - THAT MOMENT - EVENING

The VAN DRIVER guns through a red light, just missing a

MOUNTED POLICEMAN. 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 from the sky and lands directly
behind him on the horse's back. A quick elbow to the chin
leaves the startled COP riding the pavement.

INT. ALICIA HUNT'S APARTMENT - THAT

ALICIA peers out through the window. On the street below,

UNMARKED CARS are converging.

INT. VAN - THAT

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.
MOVE OUT!

EXT. SIDE STREET - THAT MOMENT - EVENING

BRUCE on horseback, charging past elegant old brownstones,

drawing stares from passersby. On his belt is a FLASHING
RED SIGNAL LIGHT.

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
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; the BUG zooms past --

-- and ALFRED THE BUTLER heaves out a BROWN LAUNDRY BUNDLE,

neatly tied in a string. BRUCE plucks it out of the air,
gives ALFRED a quick salute -- and the BIG is gone.

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 a detour. They're backed up
for blocks!

The JOKER snorts. He happens to glance into the sideview

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
stalled autos, GAINING FAST on the JOKER.

INT. VAN - THAT MOMENT

THE JOKER is 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 back. As he closes in on the JOKER,

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 aeralist team in spangled
red-and-green suits. They swing toward each other in a
plane perpendicular to the path of the copters.

EXT. GOTHAM PARK - GROUND LEVEL

BATMAN is moving up swiftly. The JOKER's van barrels

through the crowd, HORN BLARING. It veers off the access
road down into the brush and 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?

INT. VAN - THAT MOMENT

As the van bounces downhill over rocks and bushes, 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 that truck!

INT. HELICOPTER - THAT MOMENT

Hovering overhead, DICK spots 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
plumment into the trees with a fiery CRASH.

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, at the mouth of the cockpit, watches helplessly as

his MOTHER swings into a POWER LING and drops three stories
to the pavement.

DICK
NO! NOOOOOOOOOOO!!

His face is contorted with rage and pain. The PILOT

struggles to right the copter, barely avoiding a collision
with the nearest building. And then -- before THE PILOT can
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
FOUR-FOOT SHAFT OF METAL.

ANOTHER SHOT through the roof. DICK rolls forward, hoists

his chrome spear over the windshield.

INT. VAN - THAT MOMENT

GLASS SPLINTERS as DICK RAMS THE SHAFT THROUGH THE

WINDSHIELD. The DRIVER dodges left, LOSING CONTROL OF THE
WHEEL.

EXT. ROOF OF VAN - MOVING - THAT

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.
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'D)
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.

BATMAN
Take me. Let the boy go.

JOKER
Gosh, I could kill you, but then
you'd miss my party. And you,
Batman -- you're the guest of
honor!

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 weeping
hysterically.

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

A report from the hallway outside ALICIA's apartment.

REPORTER (V.O.)
... on a tip attributed to the
mysterious Batman. The apartment
was booby-trapped with lethal gas,
leaving five 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 private
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 raid the Ace the moment we
get a warrant.

BRUCE
He'll be ready when you do.
Remember 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 possible 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 you 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 a 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 turns 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
kidnapping.

BRUCE
If I let you leave, you'll do the
same thing again. You'll go after
the Joker... And you'll wing up
dead.

Bruce turns 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, stunned, has to laugh. This rich boy has a move of

two. BRUCE stands there, silently challenging him.

Suddenly, 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, sweating profusely, he looks up at BRUCE...
who stands there calmly, 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 (O.S.)
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
... Very good, sir.

ALFRED relaxes, musters his dignity, and turns to go.

CUT TO:

INT. JOKER'S BOARD ROOM - AFTERNOON

THE JOKER sits at the head of a the big long table,

bouncing an inflatable CLOWN DOLL on his knee.

JOKER
Boys, you've earned this party,
because I'm here to tell you... We
have had one helluva quarter.

He points at three SALES CHARTS on the portable easels.

JOKER (CONT'D)
Panic's up. Terror's up. And fear --
fear's gone straight through the
roof. Isn't that right, Jocko?

The CLOWN DOLL seems disinclined to answer, so the JOKER

does it for him -- affecting a nasal falsetto whine.

JOKER (CONT'D)
'That's right, Joker!' So on this
happy occasion, Jocko and I would
like to announce the latest, the
final phase in our plan to beautify
Gotham City.
(waving the doll)
'Ray-y-y-y!!'

Now we can the familiar gang of CRIMELORDS seated at the

table: wearing party hats, looking at individual servings
of ice cream and cake. It's quite a festive scene -- except
for the fact that they're all GAGGED AND BOUND.

JOKER (CONT'D)
Now, I realize -- some of you have
your eye on the bottom line. You
think this project's too expensive.
Like Frankie Delgado: he's been
talking about turning me in to the
cops. Or Joey the Weasel. Who's
planning to knock me off.

We get quick looks at FRANKIE and JOEY, struggling against

their bonds, sweating like pigs.

JOKER (CONT'D)
But I say to hell with profits. I
say it's time we gave something
back to the community. That's why
I've asked Jocko here to give you a
little demonstration. Enjoy!

He stands, sets the doll on the table and exits. The P.A.
System blares CANNED LAUGHTER.

As the CRIMELORDS look on helplessly, the DOLL begins to

bulge and jitter. A moment later, it EXPLODES -- filling
the room with NOXIOUS GREEN GAS!

OMITTED

OMITTED

INT. ANTEROOM - THAT MOMENT

Offscreen: muffled grunts, chairs tipping over. THE JOKER

cranks up the volume of the canned laughter, drowning out
the sounds of the panic from the next room over.

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 this 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 frightened of you, Bruce. I'm
frightened for you.

BRUCE
In all these years... Why couldn't
I see how it wold turn out?

He turns toward her. His face is ravaged with guilt. Now

she's truly afraid.

BRUCE (CONT'D)
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 watches the TIMER tick off seconds: 30. 29. 28. At 25
seconds, BRUCE kills the countdown and CLAPS THE DEVICE
into an empty packet on his utility belt.

He stands up wearily. 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 the feeling. It won't last.
(sighing)
He's a long way ahead of where I
was at his age.

ALFRED
Respectfully, sir... there'll never
be another one like you.

BRUCE smiles sadly. He takes a moment to survey the Batcave

as ALFRED looks on tremulously.

BRUCE
How long's it been, Alfred? A
quarter of a century?
(beat)
It seems like yesterday. I guess we
ended up doing more harm than good.

ALFRED
Don't ever say that, sir. Don't
ever believe it.
 BRUCE
If not for you I never would've
made it. You know that. My own
parents couldn't have...
(taking Alfred's
shoulders)
... The boy, Alfred. You'll both be
provided for. Don't let all this
got 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'D)
Alfred? -- Thank you.

The calm before the storm. 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 REM
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.

SERIES OF SHOTS

The ALARM BLARES as BRUCE dons the famous costume in

preparation for a final confrontation with the JOKER's
forces. We get a succession of quick, almost iconic images:
the gloves. The boots. The cape.

And finally, THE BLACK BAT-EMBLEM, FILLING THE SCREEN.

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.

INT. ACE CHEMICAL - THAT MOMENT - NIGHT

The JOKER'S MINIONS, working late, readying a huge

shipment. At an open loading bay, we find a DISPATCHER with
a clipboard, directing MORE 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 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 Plexiglas

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 (V.O.)
... Detonate.

A beat. Then: BLAM.

INT. POLICE CAR - THAT MOMENT

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.

GORDON
Good lord!
EXT. ACE PARKING LOT - THAT MOMENT - NIGHT

THE JOKER'S MEN running for their lives, KNOCKED FLAT BY a

DEAFENING EXPLOSION. 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:

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.

COPS ON HORSEBACK 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. ANARCHY RULES.

And across the harbor... block by block... GOTHAM CITY IS

GOING DARK.

SERIES OF SHOTS

DARKNESS DESCENDS. 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. FLAMES ERUPT. PUNKS races down the street
carrying fur coats and color TV's. The cops are outmanned,
utterly helpless against the first wave of RIOTING AND
LOOTING. 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'D)
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

sweep 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 street, a bizarre PARADE is taking place, just as if

nothing's wrong.

Rumbling along 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
some demented parade marshal.
 CUT TO:

EXT. LAKE - NIGHT

A desolate rural setting. UTTER SILENCE. Moonlight glints

on the placid waters. We track in on a small sign bearing
the legend: "GOTHAM CITY RESERVOIR."

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 roars 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!!

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 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!!

INT. BATWING - THAT MOMENT - NIGHT

BATMAN, at the controls, gliding over Gotham. 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)
Allies -- 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'D)
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 the glass storefront of a
COSTUME SHOP.

In the window, MANNEQUINS dressed in party costumes:

Frankenstein. Ronald Reagan. And, the current popular
sensation... THE BATMAN.
As VICKI catches up with him, KNOX drags the Batman dummy
out of the store window. RIPS OF ITS BLACK CAPE. And DASHES
MANIACALLY UP THE SIDEWALK.

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 up. 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 down at the CLOWN BALLOON dead ahead. On its

massive distended belly... a BURNING YELLOW OVER. And in
the center of the over... THE BLACK SILHOUETTE OF A BAT.
BATMAN'S MOUTH drops open. He understands.

EXT. AVENUE - ON THE 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. It's joints

bulge. Its FACE SWELLS UP as the COMPRESSOR TANK concealed
inside it releases its odious contents. The JOKER is
BEAMING, a look of PURE UNALLOYED JOY on his face...

... when he 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.... NOOOOOOOO!!!

ANGLE ON CLOWN BALLOON

as it rises, 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
helplessly, in stunned disbelief.

Then... 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 behind the spotlight, and
tosses her his CAR KEYS.

KNOX
GET THE CAR!

The JOKER'S GOONS race up the street at VICKI reaches the

Ford, starts it, and comes ROARING UP toward KNOX. He jumps
off the truck as VICKI twists the wheel, lays 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. 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.

EXT. GOTHAM HARBOR - NIGHT

In the sky, CARTOON CHARACTERS drift lazily out to sea.

EXT. STREET - THAT MOMENT - NIGHT

THE JOKER'S FORCES are in total disarray. He stands in the

middle of the street, shaking his fists, SHRIEKING OUT
ORDERS. But his men are scrambling off in all directions,
ignoring him altogether.

Suddenly, his EYES TURN SKYWARD.

INT. BATWING - THAT MOMENT

BATMAN arcs hard left for another run down Broad Avenue. In
the distance, far below, he sees the TINY LONE FIGURE of
the JOKER -- defiant, urging him on.

On the control panel, an ELECTRONIC TARGETING DEVICE

pinpoints the JOKER's location. BATMAN fingers a RED
TRIGGER -- his ROCKET LAUNCHER -- and DIVES DIRECTLY AT THE
JOKER.

EXT. STREET - ON JOKER

He LAUGHS INSANELY as the BATWING bears down. At the last

instant he hoists a SUBMACHINE GUN. BULLETS pepper the dome
of the cockpit.

BATMAN'S MISSILE goes wide right, EXPLODING on the

sidewalk. The JOKER drops to the street, unharmed, as the
BATWING swoops past. The rear stabilizer wing is trailing
THICK BLACK SMOKE.

INT. BATWING - MOVING - THAT MOMENT

BATMAN knows he's in trouble. He buckles a parachute around

his chest, finds a button on the control panel. THE COCKPIT
DOME flies free of the BATWING, leaving BATMAN exposed to
the buffeting wind.
EXT. STREET - ON JOKER

He's scored a hit. He HOWLS IN TRIUMPH. But his maniacal

glee is short-lived.

Standing not twenty feet away, in the clearing smoke from

the rocket explosion, is an ominous figure in a RED-AND
GREEN GYMNAST'S SUIT.

DICK GRAYSON -- eager for the kill -- sets out in pursuit

of the JOKER.

INT. BATWING - MOVING - THAT MOMENT

BATMAN is losing altitude. HIS CAPE billows wildly around

him as he reaches for a SECOND BUTTON -- this one labelled
'EJECT.'

He punches the button. His SEAT disengages. But Batman

finds himself suddenly JERKED BACK INTO THE COCKPIT.

HIS CAPE HAS SNAGGED ON THE EJECTION MECHANISM!!! He

clutches frantically at this throat as the plane plummets
to earth!

EXT. STREET - THAT MOMENT - NIGHT

THE JOKER, on the lam, darts around a parade float. DICK

vaults onto the float, LAUNCHES HIMSELF into the air, and
DROPS the JOKER with a flying tackle.

But before he can strike... A RESOUNDING CRASH shakes the

street.

ANGLE ON BATWING

The plane lies in pieces on the pavement. FLAMES ERUPT.

BATMAN's been thrown free, but he's PINNED BY THE WRECKAGE.
It's a matter of seconds until the gasoline tank goes up.

EXT. STREET - ON DICK AND JOKER

DICK watches in shock. On one side, the killer of his

parents. On the other, BATMAN -- who will surely die unless
someone pulls him free.

There's only one choice, and they both know it. DICK glares
at the JOKER for the merest of seconds, then TURNS HIM
LOOSE. MAD LAUGHTER echoes in the streets as the JOKER
escapes -- and DICK races off to BATMAN's aid.

EXT. STREET - A MOMENT LATER - NIGHT

BATMAN grimaces in agony as DICK struggles to free him. His

right legt -- shattered -- is like rubber beneath him. His
ribs are crushed. He's barely alive.

BATMAN
 How did you...

DICK
I hitched. MOVE IT!

DICK drags BATMAN to safety as the remnants of the Batwing

BLOWS UP.

BATMAN
The Joker. Is he -- ?

DICK spots an abandoned .38 On the pavement -- left there

by one of the JOKER'S GOONS.

DICK
Forget it. Relax.
(reaching for the
gun)
... He's mine now.

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. At street level, the JOKER scrambles up
the marble steps the entrance of 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

finds what he wants: a small door opening on a wooden
stairway, leading to 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, embedded 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, 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 teh 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.

INT. STAIRWAY TO BELLTOWER - THAT MOMENT - NIGHT

BATMAN. Broken, bleeding, his right leg useless, he hauls

himself up the steps one at a time. He should be dead.
Dried blood cakes off 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 watches 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.
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 this

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'D)
Batman? Batman?

THE BATMAN'S lips part. But he's too weak to speak.

JOKER (CONT'D)
I thought you'd be more comfortable
here in the belfry.
(chuckling)
Before I kill you I'd like to see
who you are. Would that be okay?

BATMAN moans. The JOKER takes it as a yes and reaches over

to undo his cowl.

BRUCE WAYNE stares up with dulled, sightless eyes. The

JOKER moistens a purple handkerchief and dabs at the caked
blood on BRUCE's face.

JOKER (CONT'D)
Oh my, aren't we pretty.
(brightening)
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'D)
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'D)
You know, we should've sat down and
had us a little heart-to-heart. I
bet we would have got on famously.

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'D)
I have to do it now, Bruce, but
I'll make it quick. Now relax. The
bat's in the belfry, all's right
with the world...

He has the razor almost 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'D)
Why, Bruce...

Then he hears the ticking.

Looks down at the flashing digital display on BRUCE's belt.

26 Seconds. 25.

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'D)
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.

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. But there are no stairs. They've collapsed. 0:16
and counting.

Shrieking, 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 copter 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, CHATTERING 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, ENGULFING THE JOKER...

... WHO SCREAMS IN TERROR -- LETS GO OF THE LADDER...

... AND DISAPPEARS FROM OUR VIEW...

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 adrenaline, he unbuckles the belt and
HEAVES IT out in to the darkness.

It snags on the bottom rung of the dangling rope ladder.

INT. HELICOPTER - POV COPILOT

The COPILOT is hanging out on side of the copter, just

enough to see what's going on.

COPILOT
PULL UP!! PULL -- !

EXT. CHURCHYARD - OVERHEAD ANGLE

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 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 on-camera EDITORIAL.

ANCHORWOMAN
As the details of the Joker's
heinous plan become know, a city's
gratitude goes out to the
mysterious Batman. His whereabouts
remain unknown, but, Batman --
you're alive... if you're well...
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 a hold of herself; rises; turns up her collar; and
goes.

The headstone reads: "ALEXANDER KNOX, 1956 - 1987"

CUT TO:

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

The glass-enclosed room which houses BRUCE's Olympic-sized

SWIMMING POOL.

Outside, snow is falling.

In the pool, on a inflatable rubber raft, is BRUCE WAYNE.

Beside him, waist-deep in 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 don't want you
to...

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.

EXT. 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. 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

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 sky.

We HOLD on the GLARING BAT-SIGNAL as BATMAN and ROBIN

vanish over the edge of the roof, plunging down toward new
adventures as we...

FADE OUT.