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                                BATMAN YEAR ONE

                                  Screenplay

                                BY FRANK MILLER


               FADE IN.

               EXT. GOTHAM CITY, NIGHT

               LIGHTNING RIPS across a jet-black SKY.  

               THUNDER CRASHES.

               LIGHTNING casts GOTHAM CITY in stark relief.  SIRENS WAIL. 
               CAR ALARMS SCREAM.  A CACOPHONY.

               LIGHTNING SILHOUETTES a menacing POLICE HELICOPTER, ROARING
               downward like a monster insect.

               LIGHTNING... SPARK? SHOWER. WILD.

                                                       REVEAL:

               INT. DARK AREA - NIGHT

               A sweating, tormented sleeper — BRUCE WAYNE.

               His eyes hollowed, skin pale, he TOSSES and TURNS.  Then
               FLINCHES. 3 more times he —

               FLINCHES

               FLINCHES

               FLINCHES. Then —

               His EYES pop open WIDE

               BRUCE WAYNE SCREAMS

               It is the sound of INCOMPREHENSIBLE HORROR.

               INT. BRUCE WAYNE'S APARTMENT - NIGHT

               Awoken from his NIGHTMARE by the sound of his own scream,
               disoriented, BRUCE goes to the sink and SPLASHES cold water
               in his face.

                                   BRUCE (V.O.) 
                         Father. WHERE are you? What will I
                         DO?

               His hands tremble. Distant THUNDER sounds.

               EXT. EAST END SIDEWALK - MORNING

               LITTLE AL, a gigantic, early middle-aged black man carries a
               bag of doughnuts and two coffees.

               He whistles as he walks through a run-down slum.

               He stops and inserts a key at a grimy storefront: The sign
               reads, AL and Son, Repair, Service, Salvage.

               REVERSE SHOT OF: INT. AL'S GARAGE - MORNING

               LITTLE AL hits the lights revealing a meticulously clean                     
               auto repair shop

                                   LITTLE AL
                         Bruce? Bruce? You here?

               LITTLE AL continues his search in the—  

               EXT. JUNK YARD BEHIND AL'S GARAGE - MORNING 

               It's a dreary, dirty, isolated place.

               Its sole occupant, BRUCE, loads large car parts onto a
               flatbed TRUCK bearing the 'AL and Son' logo.

               He carries the heavy transmissions and engine blocks on his
               broad, muscular shoulders.

                                   LITTLE AL 
                         Morning sunshine.

               BRUCE says nothing, he just STARES at LITTLE AL with
               troubled, tired eyes.

                                   LITTLE AL (CONT'D)
                             (Hands BRUCE a coffee)
                         OK twinkle toes. Let's take a look   
                         at the job orders. 

               The two head up a wooden staircase over the garage and enter—

               INT. BRUCE WAYNE'S APARTMENT - MORNING

               It's the claustrophobic room of an obsessive compulsive.

               Neatly organized electronic hobby projects line the walls—
               POLICE SCANNERS, RADIOS and TVs.  Their readouts and displays
               provide the only light.

               LITTLE AL opens the blackout curtains. Sunlight pours in.

                                   LITTLE AL
                             (opens a ledger)
                         So the load on the truck is the
                         DiMotto order, right?
                             (BRUCE nods)
                         You finished the rebuild on that
                         caddie, and the tranny for Spencer.
                             (BRUCE nods some more)
                         I guess that's it, huh?
                         You know I COULD put in a couple
                         days, help you out down here, if
                         you want a break.

                                   BRUCE
                         I'm fine.

               LITTLE AL looks at BRUCE's pale skin and sunken eyes.

                                   LITTLE AL 
                         BIG AL would kick my butt if he
                         saw you now. You look terrible.

               LITTLE AL puts his hand on BRUCE's shoulder.

                                   LITTLE AL (CONT'D)
                         Those pills aren't working, are
                         they, son?

                                   BRUCE
                         They're fine.

                                   LITTLE AL
                         The nightmares stopped then?

               BRUCE doesn't speak.

                                   LITTLE AL (CONT'D)
                         Maybe you just need to air yourself
                         out a little bit.  Go the park.  Go
                         to the beach.  Find yourself a
                         girlfriend.

                                   BRUCE
                         I'm fine.

                                   LITTLE AL
                             (frustrated) )
                         Yeah, fine. Right  Here.

               LITTLE AL hands BRUCE a wad of bills

                                   LITTLE AL (CONT'D)
                         Listen, a man can't keep cooped up
                         in one place all the time. He's got
                         to keep moving, like a shark,
                         moving, moving, moving, or he dies.
                         You can't stay stuck in one place,
                         Bruce  It just ain't HEALTHY.

               LITTLE AL leaves.

               As BRUCE closes the blackout curtain, his gaze lingers across
               the street on the girls galore peepshow theater.  From the
               looks of it, the sleazy sex venue was once a GRAND THEATRE.

               But now, on top of its classic, old-world facade, a pink
               plastic sign promises 'GIRLS, GIRLS, GIRLS.' Out front,
               prostitutes offer their wares.

               CHI-CHI, a young PIMP with long, greasy hair and felt bell
               bottoms, SLAPS a fat whore, she CRIES and APOLOGIZES.

               Other whores usher men into a brownstone CATHOUSE next door.

               BRUCE's gaze travels to a window directly across from his.

               Inside the CATHOUSE, a long, lean black woman, SELINA, puts
               handcuffs on a skinny man. She wears tight fitting, black
               leather.

               SELINA notices BRUCE and gives him a playful wave. He closes
               the curtains. Leaving us alone in

               INT. BRUCB WAYNE'S APARTMENT - MORNING

               BRUCE sits and writes a letter.

                                   BRUCE (V.O.)
                         September 4. Dear Father, I am
                         still confused. What are you trying
                         to tell me? What do you want from
                         me? Please, I don't understand.
                         Your son, Bruce.

               Finished, BRUCE puts the letter in an ENVELOPE. Then, gets up  
               and goes back to work.

               INT. JAMES GORDON'S APARTMENT. BATHROOM - NIGHT

               THUNDER rolls on the night air.

               In the sweaty palm of JAMES GORDON rest six bullets. GORDON
               sits in his boxers on the toilet. In his mouth he holds his
               SERVICE REVOLVER.

                                   ANN (O.S.)
                         Honey, come to bed.

               GORDON looks up at the door. He puts the gun, with its wet
               barrel, into a holster with a badge clipped to the side and
               leaves the bathroom.

                                   ANN (O.S.) (CONT'D)
                         Hard time sleeping again, baby?

               We hear bedsprings sag.

               INT. POLICE PRECINCT. SOUADROOM - MORNING

               GORDON gets off the elevator and walks through the busy
               precinct room full of COPS.

               As he passes, CONVERSATIONS STOP.

               Men with shoulder holsters and badges on their hip watch
               GORDON with obvious disdain.

               GORDON puts his lunch in his desk and flips through papers.
               He lights a MARLBORO.

               INT. POLICE PRECINCT. HALL OUTSIDE EVIDENCE ROOM - DAY

               A sign reads "Evidence Room". A YOUNG COP stares at GORDON
               with bad intent through a Plexiglas window.

               GORDON puts papers in the pass-through.

                                   GORDON
                         This is for the Irwin case.

               The YOUNG COP doesn't say a word.

               As GORDON leaves, he passes the door to the evidence room.
               It's half open.

               We catch a quick glimpse inside—

               two detectives stuff YELLOW ENVELOPES and stack BILLS

               --before the door SLAMS shut.

               INT. BATHROOM. POLICE PRECINCT - DAY

               GORDON stands at a URINAL as DETECTIVE FLASS, about 40, blond
               crew cut, enters

                                   FLASS
                         I've got something for you Gordon.

                                   GORDON
                         Come on Flass, I told you, I just
                         don't want it.

                                   FLASS
                         Jimmy, Jimmy, Jimmy, you're going
                         to have to learn what it takes to
                         be a cop in this town

                                   FLASS (CONT'D)
                         It makes the guys nervous when
                         someone doesn't participate. They
                         think you might say something.

                                   GORDON
                         It's not like that, I just don't
                         need the money.
                         Maybe if I had kids like the other
                         guys, or had trouble making ends
                         meet it would be different.

                                   FLASS
                         The guys are saying, 'maybe he
                         thinks he's better than we are.
                         Maybe he thinks he's superior.' Is
                         that how it is Jimmy? You think
                         you're some kind of saint?

                                   GORDON
                         No, it's nothing like that.

                                   FLASS 
                         So you're not a saint, Gordon. Who
                         are you?

                                   GORDON
                         I'm just a cop

                                   FLASS
                         Yeah, that's right, you're one of
                         us

               FLASS jams a yellow envelope into GORDON'S hand and leaves.

               GORDON CRUSHES the YELLOW ENVELOPE.

               INT. SQUADROOM. POLICE PRECINCT - MOMENTS LATER

               FLASS jokes around the water cooler with a couple COPS.

               Then, back at his desk he sees the YELLOW ENVELOPE spiked on
               his message post.

               FLASS registers a look of concern.

               FLASS' partner DETECTIVE CAMPBELL, a fat cop in a wrinkled   
               suit, slaps him on the shoulder.

                                   CAMPBELL
                         Come on, we'll deal with him later.
                         We got to make our rounds.

               Together they leave and we—

                                                       CUT TO

               EXT. GIRLS GALORE PEEPSHOW THEATER - EVENING

               BRUCE carries a brown paper grocery bag in his arms.

               THE WHORES do their thing: waving at cars, posing, vamping.
               They see BRUCE in his BLUE JUMPSUIT.

                                   FRENCH MAID
                         Hey there garage boy! Want to look
                         under my hood, check my fluid
                         levels.

                                   CHEERLEADER
                         You can top me off anytime!

               The youngest prostitute, HOLLY, joins in.

                                   HOLLY
                         I'll show you why they say, "good
                         things come in small packages?"

                                   SELINA
                         HOLLY! GET OVER HERE! He's a
                         neighbor, not a John. And the rest
                         of you, cut it out. You got nothing
                         better to do?

                                   CHI-CHI  (CUTS IN)
                         Yeah, like making me some MONEY.
                         Get to work.

               CHI-CHI is interrupted by the honk of a horn.

               DETECTIVE FLASS sits behind the wheel of an UNMARKED COP CAR
               with a Ballantine Ale on his lap.

                                   FLASS
                         Hey there CHI-CHI. How's business?

               Next to him in the car sits DETECTIVE CAMPBELL.

                                   CAMPBELL
                             (laughing, to CHI-CHI)
                         Hey, you know what, you're the only
                         HIPPY PIMP I ever seen.

                                   FLASS
                         You got something for us
                         Greaseball?

                                   CHI-CHI
                         Yeah, sure. Here you guys go.

               CHI-CHI passes a YELLOW ENVELOPE through the window to FLASS.
               FLASS flips through the bills inside.

                                   FLASS
                         This it, Flowerpower?  Looks kind of
                         light to me

                                   CHI-CHI 
                         It's the same as last week.

                                   FLASS
                         Yeah? Well, you seem to be doing
                         pretty good for yourself. Maybe
                         it's time we talk to ESTRADA, 
                         REEVALUATE our arrangement.

                                   CAMPBELL
                         Or maybe SELINA can throw in a
                         little dark meat to make up the
                         balance. How about that?

                                   CHI-CHI
                         Yeah, sure. SELINA, get over here!

               SELINA reluctantly approaches the car.

                                   CHI-CHI (CONT'D)
                         Give DETECTIVE CAMPBELL a date on
                         the house.

                                   CAMPBELL
                         You can put away the toys, sweet
                         thing. I'll show you how a REAL MAN
                         does it.

                                   SELINA
                         Forget it. You're not coming
                         anywhere near me.

               She turns to walk away but CHI-CHI grabs her arm.

                                   FLASS (LAUGHS)
                         Classic. One can't get his whores
                         to screw, the other can't get
                         screwed by a whore.

               FLASS pulls away.

                                   FLASS (CONT'D)
                         We don't have time for this. Got to
                         keep moving. More pick-ups to  
                         make before quitting time. Ta-ta
                         ladies.

               FLASS waves his BEER CAN farewell as he drives off.

                                   CHI-CHI
                         What the hell was that? You made me
                         LOOK BAD.  I got a REP to maintain. 
                         I look weak, then scumbag crooked
                         cops take advantage, try to push me
                         around.

                                   SELINA
                         You know the rules  Nothing for
                         Free.

               SELINA jerks her arm free and storms off.

               But CHI-CHI grabs her again and SPINS HER AROUND.

                                   CHI-CHI
                         Well maybe it's time we RE-EVALUATE
                         the rules.

               Suddenly CHI-CHI is aware that BRUCE stands very close
               glowering at the pimp.

               PURE UNHOLY HATRED.

                                   CHI-CHI
                         What the fuck you want, retard?

               CHI-CHI flicks open his SWITCH BLADE.

                                   SELINA
                             (to CHI-CHI)
                         Leave him alone.

               CHI-CHI backhands her across the mouth.

               BRUCE, oblivious to the knife, moves to take out CHI-CHI.

               But SELINA catches BRUCE's eye and, WITHOUT SAYING A WORD,
               tells BRUCE to "let it go".

               BRUCE just turns and walks away— an obedient soldier.

                                   CHI-CHI 
                         That's what I thought.   WIMP!

               Selina watches BRUCE march back into—

               INT. AL'S GARAGE - MOMENTS LATER

               BRUCE KICKS open the door—

               FLINGS groceries everywhere—

               PUNCHES the plaster wall—

                                   BRUCE (V.O.)
                         September 17. Father, it takes
                         everything I have just to contain
                         this fury.  I can feel it in my
                         chest.  It wants to ESCAPE. I'm
                         AFRAID of what I might do.

               LITTLE AL is in the doorway.

                                   LITTLE AL
                         What the hell's going in here. You
                         OK?

                                   BRUCE
                         I'm fine.

               BRUCE tries to push past LITTLE AL and out of the garage. But
               LITTLE AL grabs his wrist.

                                   LITTLE AL
                         Bruce.

                                   BRUCE
                         What do YOU want?

                                   LITTLE AL
                         Don't you give me lip, boy. I know
                         what you're going through. You
                         can't hide it from me.

                                   BRUCE
                         You don't know ANYTHING.

                                   LITTLE AL
                         Come on.  I've got something for
                         you.

               LITTLE AL pushes aside a work bench, digs out a key and opens
               a dirty, disused door.

                                   BRUCE
                         Your father's office?

               LITTLE AL says nothing. The two men go inside—

               INT. BIG AL'S OFFICE - DAY

               It's like a tomb. Dusty, unused and preserved. LITTLE AL sits
               at the desk and starts opening drawers.

                                   LITTLE AL
                             (without looking)
                         Sit down Bruce.

               BRUCE sits on a dusty chair.

               LITTLE AL finds what he's looking for, shoe-box. He turns to
               BRUCE

                                   LITTLE AL (CONT'D)
                         You know, Bruce, BIG AL worked HARD
                         to put me through med school. He
                         dreamed of giving me more than that
                         garage. But he NEVER said a WORD
                         after the war.

                                   LITTLE AL (CONT'D)
                         He understood what happens to a man
                         who's SEEN too much of this world's
                         evil.  Do you know what I'm talking
                         about Bruce.

               BRUCE nods.

                                   LITTLE AL (CONT'D)
                         When we found you out in the scrap
                         pile you were scared, more of a
                         wild animal than a boy, really. And
                         you had something with you, do you
                         remember that?

               BRUCE says 'Yes' with his eyes.

                                   LITTLE AL (CONT'D)
                             (laughs)
                         You wouldn't let it go... Took BIG
                         AL three months to even get a look
                         at it. You cried for weeks when he
                         took it from you. He said you
                         weren't ready to have it.  You
                         called it your INHERITANCE.

               LITTLE AL puts a hand on BRUCE's shoulder.

                                   LITTLE AL (CONT'D)
                         When BIG AL was up in that
                         hospital, he asked me watch over
                         you, made me promise, and I have. 
                         You're like my boy, Bruce.

               LITTLE AL gives BRUCE's shoulder a squeeze.

                                   LITTLE AL (CONT'D)
                         But now you're scaring me.  There's
                         something going on in your head,
                         and while I can't say I know
                         exactly what it is, I can tell you
                         this: A man has got to know who he
                         is before he can confront his
                         demons.

               LITTLE AL open the shoe box and removes a smaller WOODEN BOX
               with a heavy brass latch

                                   LITTLE AL (CONT'D)
                         Maybe your INHERITANCE can help you
                         figure it out.

               LITTLE AL places the WOODEN BOX on BRUCE'S knee.

               BRUCE just stares at it.

                                   LITTLE AL (CONT'D)
                         Not ready yet, huh' I understand

               LITTLE AL stands up and waits. After a moment BRUCE stands up
               and they both walk back into—

               INT. LITTLE AL'S GARAGE - MOMENTS LATER

               LITTLE AL locks the door behind them.

                                   LITTLE AL
                         You take all the time you want.
                         It's late. I'm going home. I hope
                         you can find some comfort in this,
                         Bruce. Sleep well.

               LITTLE AL leaves BRUCE staring at the WOODEN BOX.

               INT. BRUCE WAYNE'S APARTMENT - NIGHT

               BRUCE writes another letter.

                                   BRUCE (V.O.)
                         September 22. Dear Father, I almost
                         slipped today. God help me if I
                         lose control. Little Al gave me
                         back my inheritance. What should I
                         do with it? Please tell me.  I
                         don't know how much longer I can go
                         without your help. Please send
                         instructions. Your loving son,
                         Bruce.

               BRUCE signs the letter and puts it in an ENVELOPE. Puts a
               stamp on the envelope.

               BRUCE gets ready for bed and turns in. He doesn't sleep, just
               stares at the WOODEN BOX from his bed.

               INT. SELINA'S APARTMENT - NIGHT

               SELINA's apartment is painted to look like a dungeon. The
               tools of her trade line the walls— WHIPS, CUFFS, A CRICKET
               BAT FOR SPANKING. CATS lounge all over the place.

               HOLLY sits cross-legged in an electric chair. She paints her
               toe nails and watches SELINA pace the cramped room.

                                   SELINA
                         There has to be more to it than
                         this.

                                   HOLLY
                         This what?

                                   SELINA
                         LIFE! Jesus, there has GOT to be
                         more out there than just PIMPS and
                         JOHNS. We spend our lives on our
                         backs shuttling money from one to
                         the other, FOR WHAT?

                                   HOLLY 
                         I don't know, what?

                                   SELINA
                         Nothing! Don't you see, we're being
                         used. We're stuck here and for all
                         our work, we have nothing. While
                         they're getting rich.  I'm sick of
                         it, I'm not going to take it
                         anymore.

                                   HOLLY
                         What are you going to do? Run off?
                         Marry a John?

                                   SELINA
                         HA! Have you seen the guys who come
                         here for my services? Shit. What
                         I'd give to meet a real man.

                                   HOLLY
                             (rising)
                         Got to go. My 10:30 should be here.
                             (at the door)
                         You know, maybe there are no real
                         men. Maybe the whole world IS just
                         PIMPS and JOHNS. Ever think of
                         that?

               HOLLY leaves.

                                   SELINA
                             (to self)
                         Then I'll have to find my own way
                         out.

               She closes her door.  And we—

                                                       CUT TO:

               EXT. A MAGNIFICENT THEATER - NIGHT

               We're on the steps of a magical old-world movie palace. It's 
               bright,  clean, hyper-real— a dream.

               A BOY, about 8, leaves a showing of Zorro with his MOTHER and
               FATHER. He goofs around with an imaginary sword.

                                   BOY
                         En guard! En guard!

                                   MOTHER
                             (Her best Fay Rae
                              imitation.)
                         Oh Brave Zorro, Save us!

                                   FATHER
                         Yes, but can Zorro fly?

               FATHER grabs his BOY and throws him in the air. The BOY
               freaks out with laughter.

               The BOY is caught under his arms and again tossed upwards,
               and into a —

               NIGHTMARE

               The sky darkens. The boy registers FEAR and falls—

               - falls -

               - falls -

               - and SLAMS HARD onto a grimy sidewalk puddled with BLOOD.

               His parents STRUGGLE with a MUGGER in the alley.

                                   FATHER (CONT'D)
                         Get away from her you monster

               The MUGGER shoves FATHER back.

                                   MOTHER
                             (slaps at MUGGER)
                             No! Get off me. You can't
                             have it.

               MUGGER grabs MOTHER VICIOUSLY by the THROAT and she's
               choking.

               PEARLS bounce on the pavement.

               FATHER takes a swing at the MUGGER.

                                   MUGGER
                         Crazy bastards.

               BANG!

               BOY FLINCHES.

               Blood sprays on his face.

               BANG!

               BANG!

               BANG!

               BRUCE WAYNE's body FLINCHES in his cot with each shot.

               We're back in—

               INT. BRUCE WAYNE'S APARTMENT - NIGHT

               BRUCE shoots upright in bed.

               BRUCE WAYNE'S MOUTH SNARLS, in torment.

               BRUCE WAYNE'S FISTS lay in his lap.  The fists QUAKE.  UNHOLY
               RAGE.

               He goes and takes the WOODEN BOX in his shaking, sweaty
               hands. His thumb is about to open the heavy brass latch BRUCE
               is interrupted by a clanking sound from the street.

               EXT. THE GIRLS GALORE PEEPSHOW THEATER - NIGHT

               The sleazy sex venue was—

               THE GRAND THEATER FROM BRUCE'S NIGHTMARES.

               Only now, instead of a young BOY walking the sidewalk with
               his parents—

               CAMPBELL, the fat detective, staggers around in the street.
               DRUNKENLY he throws a RUSTY MUFFLER up at SELINA'S WINDOW.

                                   CAMPBELL
                         Rapunzel, Rapunzel, let down your
                         hair!

               Her window opens.

                                   SELINA
                         You picked a BAD night to mess with
                         me, CAMPBELL!

                                   CAMPBELL
                         Aww, come on darling is that anyway
                         to treat a customer?

                                   SELINA
                         I'm paid up. You got your damn
                         money. That's all you get from me,
                         asshole.

               SELINA SLAMS her window.

               CAMPBELL takes a PULL from his BOTTLE

               And goes into the CATHOUSE.

               A moment later BRUCE crosses the street and follows him
               inside the—

               INT. CATHOUSE - NIGHT

               BRUCE cautiously enters. From upstairs—

               Bang, bang, bang.

               He hears the sound of a fist pounding a door. Voices echo
               down the empty stairwell.

                                   CAMPBELL (O.S.)
                         Come on honey, you know that's not
                         the way things work. It's just part
                         of the price of doing business.

                                   SELINA (O.S.)
                         Go away you fat pig.

                                   CAMPBELL (O.S.)
                         What the hell? Who are you? You're
                         a WHORE. This is what you DO.

               BRUCE puts a foot on the first step up to — 

               INT. SELINA 'S APARTMENT - NIGHT 

               CAMPBELL KICKS IN the door— CRACK!

                                   SELINA
                             (backs away)
                         You can't do this. I pay you. I've
                         always paid you.

               CAMPBELL grabs SELINA 'S WRIST.

               SELINA kicks him in the crotch — THWACK.

                                   CAMPBELL
                         BITCH!

               CAMPBELL SLAPS HER across the face, HARD.

               She CRASHES into a table covered with LEATHER BONDS, RUBBER
               GEAR. MASKS.

               CATS scamper in all directions.

               SELINA SCRAMBLES for the door.

               CAMPBELL JERKS her back into the room and SLAMS her against
               the wall.

               SELINA punches CAMPBELL — POP — in the face.

               CAMPBELL'S head snaps back and SELINA makes a break for the
               door. He puts a hand to his face and feels the blood.

                                   CAMPBELL (CONT'D)
                         You're fucking dead.

               ENRAGED, CAMPBELL moves to block SELINA's escape. He punches
               her in the stomach. She collapses.

               CAMPBELL picks up her CRICKET BAT and starts smashing the
               place. SMACK — a lamp flies into the wall. BASH — a music box
               explodes into a million pieces.

                                   CAMPBELL (CONT'D)
                         I've had it up to here with all the
                         bitches like you.

               CAMPBELL is standing over SELINA now, CRICKET BAT in his
               hands.

                                   CAMPBELL (CONT'D)
                         I'm going to show you once and for
                         all.

               SELINA is TERRIFIED!

               CAMPBELL bends down and GRABS SELINA VICIOUSLY by the THROAT
               and—

               LIFTS HER OFF THE GROUND with one hand.

               She is CHOKING.

                                   CAMPBELL (CONT'D)
                         You're mine to do with as I please,
                         you understand that? And now it's
                         going to please me to KILL YOU.

               He cocks the CRICKET BAT back, about to smash her brains out
               when—

               SUDDENLY BRUCE APPEARS IN THE ROOM.

               HIS FACE: a mask of UNHOLY RAGE.

                                   CAMPBELL
                         What the fuck do you want? Get the
                         hell out of here!

               BRUCE doesn't say a word. He just delivers an upper cut –
               SMACK — to CAMPBELL'S rib cage. A couple ribs go.

               A left hook— SMACK — to CAMPBELL'S face.  The nose shatters.

               An elbow — SMACK — to CAMPBELL'S head. The jaw breaks.

               CAMPBELL stumbles back to the wall. FALLS to his knees.

               BRUCE isn't finished with CAMPBELL. He moves in.

               SELINA grabs the cricket bat—

               CRACK!

               SHE HITS BRUCE!

               A startled BRUCE staggers.

               Things -

                                   SELINA
                         Sorry about that.

               - go —

                                   SELINA (CONT'D)
                         But he's mine.

               - DARK.

                                                       MUCH LATER:

               BRUCE slowly comes around.

               SELINA is gone.

               CAMPBELL lies smashed out on the floor in a puddle of blood.

               DEAD.

               RED LIGHTS FLASH from the street.

               Footsteps in the hall.

               Voices.

                                   COPS(O.S.)
                         That one at the end of the hall.

                                   GORDON (O.S.)
                         You go in yet?

               BRUCE holds his head, spins circles and looks for a way out.

                                   COP (O.S.)
                         Just got here, only peeked through
                         the door. Didn't want to disturb
                         the scene.

               BRUCE tries to squeeze out the bathroom window— too small. 

               INT. CATHOUSE. HALLWAY - DAWN

                                   GORDON
                             (pulls down yellow police
                              tape)
                         Who called it in?

                                   COP
                         A guy named CHI-CHI. Claims he's
                         the property manager. More like a
                         PIMP.

               GORDON steps on his MARLBORO. Just as he touches the knob —
               FLASS pushes past the uniformed officer. GORDON turns —

               INT. SELINA'S APARTMENT - DAWN

               BRUCE looks out the back window — cops everywhere.

               INT. CATHOUSE. HALLWAY - PAWN

               GORDON blocks the doorway--

                                   FLASS
                         What the hell are you doing here?

                                   GORDON
                         It's my collar.

                                   FLASS
                         Like hell it is. Get out of my way.

               GORDON doesn't move.

               FLASS muscles past GORDON and opens the door into—

               INT. SELINA'S APARTMENT - DAWN

               BRUCE looks out the bedroom window, it's a narrow air-shaft

               who's bottom opens in a rubbish-filled mini-courtyard.

               BRUCE looks over —

               THE FRONT DOOR IS OPENING.

                                   FLASS (O.S.) 
                         Jimmy-boy, I ain't kidding around
                         now.

               GORDON backs into the apartment, he's been shoved.

               BRUCE makes a desperate play and throws himself out the
               window. He hangs four stories up by his fingers as inside —

                                   GORDON
                         OK, have it your way.

               GORDON stands aside.

                                   FLASS
                         Yeah, that's what I thought--

               Then, confronted with the sight of his DEAD PARTNER —

                                   FLASS (CONT'D)
                         Oh Christ!

               Outside the window BRUCE is slipping. He tries to get his
               feet on the window sill below while —

                                   GORDON (TO THE COP)
                         I thought you said there were two
                         bodies.

                                   COP
                             (shrugs)
                         That's what this CHI-CHI guy said. 
                         And that's what it looked like
                         about three minutes ago.

               BRUCE can't reach the sill with his feet. GORDON squats down
               and inspects the body. A series of four — DEEP SCRATCHES —
               line CAMPBELL'S cheeks.

                                   BEAT COP
                             (to GORDON)
                         Girl who lives here goes by the
                         name of Mistress SELINA. 21, 5'9"
                         120 pounds. Works an S&M dungeon,
                         uh, obviously. She hasn't turned up
                         yet.

               FLASS casually tosses the apartment, looks out the back
               window, opens a wall CLOSET, picks up some handcuffs—

               BRUCE can't hold on any more.  HE SLIPS AND FALLS.

               While FLASS looks at the cuffs,

                                   GORDON                 
                             (TO FLASS)
                         You don't seem all that broken up.
                         This IS you partner here, right?

               FLASS, angry, throws them back and SLAMS the CLOSET DOOR —

               Just at the moment BRUCE CRASHES into the rat-infested
               rubbish below.

               GORDON hearing something, takes a look out the window where
               BRUCE was hanging moments ago.

                                   FLASS
                         This kind of shit happens everyday.
                         I've learned to grieve in my own
                         way, Jimmy-boy.

                                   GORDON
                             (pulls head back in)
                         And what, exactly, does that mean?

                                   FLASS
                         It means I'm going to find her and
                         put her in a box

                                   GORDON
                         It's that simple, huh?

                                   FLASS
                         Yup.

               In the air-shaft, BRUCE climbs out from under the filth and
               pushes open a basement window.

                                   GORDON
                         Come ON. There's more going on
                         here.  She didn't do this alone. 
                         What was it? CAMPBELL wanted his
                         graft in trade? That pimp get tired 
                         of paying you guys off?

                                   FLASS
                             (to the beat cop)
                         YOU. Get out.

               The BEAT COP leaves.

                                   FLASS (CONT'D)
                         Listen Boy Scout, you need to
                         think, long and hard about what you
                         say and do on the job. You're in
                         way over your head. Keep it up, and
                         someone's going to get HURT.

               FLASS storms out.

               GORDON watches him go.

               EXT. CATHOUSE - MOMENTS LATER

               Cops loaf around the crime scene eating doughnuts. BRUCE
               tries to look inconspicuous on the sidewalk, hands in his
               pockets, head down. FLASS burst out of the building and slams
               into BRUCE. FLASS shoves BRUCE.

                                   FLASS
                         Watch where you're going. PUNK.

               They hold eye contact for a tense moment.

               SELINA'S APARTMENT - MOMENTS LATER

               GORDON is alone with the body. He stands soaking up the
               details with a troubled look on his face.

               INT. GORDON'S APARTMENT, BEDROOM - NIGHT

               GORDON sits on the bed with his arm around his wife.

               She's crying.

                                   GORDON
                         Honey, come on. I didn't mean it. 
                         It's just, raising a child in this
                         hell hole. Maybe after my transfer
                         goes through things will be
                         different.

               ANN jerks her shoulder away and exits in a huff.

               Leaving GORDON alone with the—

               TV NEWS—

                                   NEWS ANCHOR, BRIAN
                         Is Gotham City in the middle of a 
                         crime wave? Murder, prostitution, 
                         drugs, racketeering, all on the rise. 
                         The commissioner's office refuses to comment.

               On the TV: THOMAS WAYNE's crest, an INTERTWINED 'T' AND 'W.'

                                   NEWS ANCHOR, BRIAN
                         When we return: Can the Wayne Corporation 
                         find the missing heir to THOMAS WAYNE's 
                         fortune before the 15 year deadline?

               GORDON pays no attention.

               INT. OUTSIDE COMMISSIONER LOEB'S OFFICE - DAY

               GORDON sits in the waiting room outside a door marked 'Police
               Commissioner GILLIAN LOEB'.

               Loud, muffled voices argue on the other side. LOEB's SECRETARY 
               is doing a crossword puzzle, oblivious.

               The door opens, Gotham's young Assistant District Attorney,
               HARVEY DENT, stands in it yelling back into the office.

                                   DENT
                         You can't protect him forever.
                         ESTRADA will go down and you'll go
                         with him.

               DENT slams the door and stomps off. The SECRETARY pushes a
               button on the INTERCOM.

                                   SECRETARY
                         Commissioner Loeb, there's a
                         Detective Gordon here to see you.

                                   LOEB (O.S.)
                         Send him in.

               GORDON enters—

               INT. COMMISSIONER LOEB'S OFFICE – MOMENTS LATER

               GORDON musters all his confidence as he approaches LOEB who
               works an exercise spring in his beefy fist.

                                   GORDON
                         Sir, I'm Detective James Gordon.
                         I'm here about my transfer.

                                   LOEB
                         I know who you are, Gordon. Chief
                         Collins has told me all about you.
                         Says you're another COWBOY, like
                         your friend Dent there. Says you
                         don't understand the way things are
                         done.

                                   GORDON
                         I've never met Assistant D.A. Dent,
                         sir. And don't know why Chief
                         Collins would say anything like
                         that.

                                   LOEB
                             (rubs temples)
                         There's no transfer for you,
                         Gordon. It's my responsibility to
                         train young officers a proper
                         respect for tradition, for the
                         established order of things. You
                         need to learn what it takes to be a
                         cop in Gotham.

                                   GORDON
                         If by 'tradition' you mean graft
                         and—

                                   LOEB
                             (interrupts)
                         I suggest you be a little more
                         selective in your manner of speech,
                         detective. Things could get awfully
                         difficult for you around here.
                         And you don't want that, not for
                         your lovely wife.

               GORDON'S jaw drops at the overt threat.

                                   LOEB (CONT'D)
                         You're mine Gordon.

               Without saying a word GORDON turns and leaves — DEFEATED.

               INT. GORDON'S APARTMENT. BATHROOM - EVENING

               GORDON has his GUN in his mouth.

               He looks down at his SHAKING FIST.

               He opens it — EMPTY!

               This time HE'S LOADED THE BULLETS INTO THE GUN.

               The HAMMER pulls back —

               We hear the front door open and the sounds of ANN looking
               through the apartment for GORDON.

               Then she's at the door —

                                   ANN (O.S.)
                         Jim. Jim, it's a boy.

               GORDON takes the GUN out of his mouth.

               It's like he has just heard her voice for the first time. He
               bursts out of the bathroom and ENGULFS his wife in a hug.

                                   GORDON
                         A boy. We're going to have a baby
                         boy.

               A smile crosses ANN'S lips.

               EXT. JUNK YARD BEHIND AL'S GARAGE - DAY

               BRUCE works like a FIEND. HE'S POSSESSED.

               Sweat soaks through his clothes as he HEAVES ENGINES into a 
               giant CRUSHING MACHINE.

               He pulls the lever.  Solid steel POPS and CRACKS like eggs.

               LITTLE AL watches, then approaches and shuts off the machine.

                                   LITTLE AL
                         This can't go on.

                                   BRUCE
                         What?

                                   LITTLE AL
                         When was the last time you slept
                         more than two hours in a row?

               BRUCE doesn't answer.

                                   LITTLE AL (CONT'D)
                         That's what I thought. You're going
                         to hurt yourself. You need time to
                         sort stuff out. Consider yourself
                         on vacation. Go.

               LITTLE AL points to BRUCE'S door.

               INT. GREASY SPOON DINER - THE NEXT DAY

               GORDON looks tired, as if he's been up all night thinking.

               He hasn't touched his food. But he HAS piled an ashtray full
               of MARLBORO butts.

               The counter man, DAVE, fills his coffee cup.

                                   DAVE
                         You OK, Jim?

                                   GORDON
                         Thanks Dave, you ever notice how,
                         sometimes, coming to a realization
                         about something, you know, figuring
                         out something important, only makes
                         everything more difficult?

                                   DAVE
                         Um, I guess. There was this one
                         time my brother-in-law wanted to
                         open a bar and the wife says...

               The conversation is interrupted by GORDON'S RADIO.

                                   RADIO
                         Four-Sixteen.  DUTTON HEIGHTS
                         HOUSING PROJECTS. Hostage
                         situation. Suspect armed and
                         dangerous. SWAT teams have been
                         deployed. Responding officers
                         report to Commissioner Loeb on
                         site.

                                   GORDON
                         What the HELL is Loeb doing there?

               GORDON jumps to his feet and grabs his coat.

                                   DAVE
                         What's up Jim, that's not even your
                         beat?

                                   GORDON
                             (running for the door)
                         Loeb's an animal.  It'll be a
                         bloodbath.

               GORDON runs for the door and out onto —

               EXT. THE STREETS OP GOTHAM CITY - MOMENTS LATER

               GORDON drives like a madman through the run-down East End.
               SIRENS BLARING.

               LIGHTNING rips across the clear sky. A storm is rolling in. 

               EXT. THE DUTTON HEIGHTS HOUSING PROJECTS - MINUTES LATER

               UNIFORMED POLICE OFFICERS hold back curious residents.

               A GUNMAN yells unintelligibly from the roof of the projects.

               GORDON arrives the same time as the TV NEWS VAN from Channel
               One Eyewitness News.

               Parked at the center of the police encampment: A SWAT VAN.
               Inside a half dozen men strap on BODY ARMOR and check their
               MACHINE GUNS.

                                   LOEB
                         Ah, the COWBOY. Came to see how
                         REAL policemen earn their pay?

                                   GORDON
                         Where's the negotiator?

               The SWAT guys are climbing out of the van, ready for action.

                                   LOEB
                         He's working a jumper on the Herzog
                         Bridge. We don't have time to wait.
                         Time is money, tax-payer's money.

                                   GORDON
                         More like VOTERS' money. That's it,
                         isn't it? You're here for the TV
                         cameras.

               GORDON, disgusted, heads back toward his car.

                                   SOMEONE IN THE CROWD
                         Oh my god he's got a baby!

               GORDON STOPS.  LOOKS UP.

               The GUNMAN in fact holds a LITTLE BABY. LOOKS OVER.

               LOEB's SNIPERS have taken their positions. 

               LIGHTNING.

               The GUNMAN is spinning around with the child in his arms,
               yelling at the lightening. The SNIPERS try to line up their
               shots.

               It's all happening too FAST.

               LOEB talks to the SNIPERS on a RADIO.

                                   LOEB
                         Take your shots.

                                   SNIPER
                             (on radio)
                         The baby is in the way. It's a
                         tough shot.

                                   LOEB
                         Just do your job. SHOOT HIM!

               The GUNMAN waves a 9mm over the edge of the roof.

               The TV CAMERAS zooms in on the GUNMAN.

               The situation slips OUT OF CONTROL.

                                   SOMEONE IN THE CROWD
                         Someone save the baby!

                                   GORDON
                             (to himself)
                         Aww, fuck it.

               GORDON steps out from behind the POLICE BARRICADE.

                                   LOEB
                         Gordon! GET YOUR ASS BACK HERE,
                         NOW!

               GORDON ignores him and holds up his REVOLVER with two fingers
               on its barrel.

                                   GORDON (SHOUTS)
                         Hey! HEY YOU! I'm coming up!

               GORDON drops his WEAPON —

               THUD

               — and enters the building.

               The TV CAMERAS eat it up.

               Meanwhile, across town in -

               INT. BRUCE WAYNE'S APARTMENT - DAY

               BRUCE is A BALL OF NERVOUS ENERGY;

               Outside, the RAIN beats down on his window.

               He PACES back and forth.

               CRASH.

               LIGHTNING rips across the blue sky.

               He tries to write a letter.

                                   BOOM
                         THUNDER rolls.

               He can't sit still.

                                   BRUCE (V.O.)
                         October 3. Dear Father, It's only
                         getting worse. It's tearing me
                         apart. I'm afraid it's happening. 
                         I've let it out.  Father, I've let
                         you down. I may have KILLED A MAN
                         last night. I may be a MURDERER. I
                         am no better than he was, a
                         monster.

               Back at the —

               INT. DUTTON HEIGHTS HOUSING PROJECTS - MOMENTS LATER

               GORDON creaks up the stairs.

               He approaches a DOOR that says "ROOF". He eases it OPEN.

               The scruffy GUNMAN yells up at TV NEWS HELICOPTERS.

                                   GUNMAN
                         No identifying marks. A million
                         losers never finish.

               His blond hair, going gray, sticks to his lips as he screams.

                                   GUNMAN (CONT'D)
                         Spider nasty. Don't noise it. No
                         gangrene lunch.

               GORDON steps out on the roof, hands open in front of him.

               The GUNMAN has a 9mm pressed into a LITTLE BOY'S MOUTH.

               HE HOLDS THE CHILD AGAINST HIS OWN CHEST.  If he fires he
               will kill the child AND himself.

               The TERRIFIED child cries for his mother.

                                   GORDON
                         Hi, my name is Jim.

               GORDON steps forwards to shake hands. The guy freaks —

                                   GUNMAN
                         Loudmouth fraud. Liberty is an ape.

               TV NEWS CAMERAS circle overhead capturing the whole scene.

                                   GUNMAN (CONT'D)
                         So I say to him, I say, "to him".

               GORDON point to the sky, acting angry —

                                   GORDON
                         Umm, bad helicopters!

               Meanwhile back in—

               INT. BRUCE WAYNE'S APARTMENT - DAY

               BRUCE continues with his letter—

                                   BRUCE (V.O.)
                         Please tell me what to do, Father. 
                         I'm afraid.

               BRUCE picks up the WOODEN BOX. He stares at it for a long
               moment then suddenly—

               THROWS IT AGAINST THE WALL -

               SMACK

               — it smashes the vacuum tubes of an electronics project -

               POP

               POP

               POP

               - overloaded circuits burn out more equipment.

               SPARKS EXPLODE from the blown FUSE BOX —

                                   BRUCE
                             (screaming)
                         Tell me what you want me to DO!

               — and SHOWER down onto the floor.

               The workshop plummets into DARKNESS except for one TV.  It
               casts an eerie BLUE GLOW.

               BRUCE looks over at the TV NEWS —

               ON THE TV

               - GORDON is on the roof with the GUNMAN.

               The GUNMAN recoils and spins looking around, frantic. GORDON
               eases closer while he's distracted by the lightning.

                                   GUNMAN
                         We're rich. Again.

                                   GORDON
                         Where is your medication? You have
                         to trust your doctors, trust in the
                         system.

               GORDON slides closer to the GUNMAN with every word.

                                   GUNMAN
                         Nice toilet.

                                   GORDON
                         Everything will be fine if you just
                         follow the program.

               But GORDON'S words seem hollow. They have no effect on the
               GUNMAN.

                                   GUNMAN
                         I'll change him with my love.

               The GUNMAN jams the 9mm further into the child's mouth, he's
               about to pull the trigger.

               The HAMMER STARTS GOING BACK!

               GORDON acts without thinking.

               He throws a right cross —

               CRUNCH!

               — dropping the GUNMAN, knocking away his 9mm just as -

               BANG!

               - he pulls the trigger, missing the child.

               INT. BRUCE WAYNE'S APARTMENT - DAY

               Bruce FLINCHES at the sound of the gunshot.

               EXT. DUTTON HEIGHTS HOUSING PROJECTS. ROOF - DAY

               The TV cameras frame a close-up shot. The GUNMAN, now lying
               on the roof, reaches for the CHILD, an arm out-stretched.

                                                       SMASH CUT:

               EXT. A GRAND THEATER - NIGHT

               BRUCE's FATHER lies in a puddle of blood, an arm
               outstretched, reaching for YOUNG BRUCE. He grabs the BOY'S
               hands and closes something inside them.

                                   FATHER
                             (weakly)
                         Your INHERITANCE. Use it wisely,
                         son.

               YOUNG BRUCE kneels in silence with his dying parents.

                                                       SMASH CUT:

               EXT. DUTTON HEIGHTS HOUSING PROJECTS. ROOF - DAY

               GORDON is on top of the GUNMAN raining punches down on his
               face — POW, POW, POW — until the GUNMAN stops struggling for
               the LITTLE BABY.

               INT. BRUCE WAYNE'S APARTMENT - MOMENTS LATER

               BRUCE is entranced by what he sees on the TV.

               EXT. DUTTON HEIGHTS HOUSING PROJECTS. ROOF - MOMENTS LATER

               GORDON, with the LITTLE BOY on his hip, emerges from the
               building to the cheers of the crowd just as -

               LIGHTNING

               - THE GOTHAM SKIES LET LOOSE A TORRENT OF RAIN ON THE DIRTY
               CITY.

               The TV news media ignores the storm and mobs GORDON. Jam in
               his face. BRUCE watches—

                                   REPORTERS
                         You went against direct orders from
                         the commissioner. Why didn't you
                         follow normal police procedures?

                                   GORDON
                         I don't like what passes for NORMAL
                         in this town.  CRIME is NORMAL in
                         GOTHAM. CORRUPTION is NORMAL. The
                         scum of this city have taken so
                         much from us, our youth, our
                         families. I've declared my WAR ON
                         CRIME!
                             (points into the camera)
                         Now YOU must FIGHT BACK for what's
                         been lost!

                                                   AT THE SAME TIME:

               INT. BRUCE WAYNE'S APARTMENT-DAY

               THE WORDS ARE A REVELATION TO BRUCE.

               He tears himself away from the TV and digs wildly through the
               burning electronics until he has the scorched WOODEN BOX in
               his shaking fist.

                                   BRUCE
                         NOW I understand.

               He RIPS opens the WOODEN BOX revealing his father's heavy,
               silver SIGNET RING balled up in old newspaper.

               It bares the intertwined initials - 'T' and 'W'.

               BRUCE runs out the door with the WOODEN BOX and up onto the —

               EXT. ROOFTOP OVER BRUCE WAYNE'S APARTMENT – MOMENTS LATER

               LIGHTNING.

               SHEETS OF RAIN fall on BRUCE's face as he slides the SIGNET
               RING on his wet finger and screams up into the storm —

                                   BRUCE
                         Thank you Father. Thank you. I KNOW
                         what I must DO.

               LIGHTNING fills the sky as we —

                                                       CUT TO:

               EXT. DUTTON HEIGHTS HOUSING PROJECTS - SECONDS LATER —

               We hear THUNDER.

               GORDON extracted himself from the throng of MEDIA who now
               turn on LOEB.

                                   REPORTERS
                         What was going through your head?
                         Why did you try to stop Detective
                         Gordon from saving that child?

                                   LOEB
                             (uncomfortable)
                         I assure you I had no intention
                         of...

               GORDON'S heard enough. Turning away, he smiles and lights a
               MARLBORO.

               A PATROLMAN jogs up to him.

                                   PATROLMAN
                         Sir, sir. Your gun

               He hands over GORDON'S SERVICE REVOLVER, the one he'd put in
               his mouth so often.

                                   PATROLMAN (CONT'D)
                         Looks like the finish has worn off
                         the barrel.

                                   GORDON
                         Guess it's time for a new a new
                         gun, huh?

               GORDON takes the weapon and heads to his car.

               EXT. EAST END SIDEWALK - THE NEXT DAY

               BRUCE, dressed in an overcoat, waits in a doorway while CHI
               CHI talks to SKINNY GIRL in fish-net stockings.

                                   CHI-CHI
                         I don't care if you're pregnant
                         with the second coming of Christ.
                         I made the appointment and you'll
                         be there.

                                   BRUCE (V.O.)
                         October 4. Father, The trail begins
                         with the pimp.  He is only a guppy
                         swimming in the cesspool but he
                         knows where she is. I must find
                         her.

               CHI-CHI leaves the SKINNY GIRL crying.

                                   BRUCE (V.O.) (CONT'D)
                         She used me to KILL that man. And
                         murder is not allowed.

               CHI-CHI passes BRUCE's doorway. FOUR DEEP SCRATCHES cross his
               cheek. BRUCE steps out.

                                   CHI-CHI (STARTLED)
                         Oh, the retard. Get lost.

                                   BRUCE
                         Where's Selina

                                   CHI-CHI
                         SELINA?  She's good as dead by now.
                         Come around tomorrow.  I'll have
                         another dominatrix by then.

                                   BRUCE
                         I don't want her for that.

                                   CHI-CHI
                         Yeah? That's not what it looked
                         like the other night. You guys got
                         a little carried away with your
                         games, huh?

                                   BRUCE
                         You were THERE? You let her get
                         away?

                                   CHI-CHI
                             (fingers his cheek)
                         Yeah she got away but they'll find
                         her. She'll fry for killing that
                         cop.

                                   BRUCE
                             (grabs CHI-CHI)
                         You're going to help me find her.

               Instantly CHI-CHI stabs at BRUCE with the switchblade. BRUCE
               floats to the side and stomps on the pimp's knee —

               CRUNCH

               — bending it in a way knees were never meant to bend. The
               PIMP writhes in pain on the ground —

                                   CHI-CHI
                         You psycho! I know you. I've seen
                         your face, man, you can't hide

               BRUCE walks away —

                                   BRUCE (V.O.)
                         And so it begins. I will not let
                         you down. Your loving son, Bruce.

               He's got a new spring in his step. 

               ON THE TV —

               CHANNEL ONE EYEWITNESS NEWS runs a Special Report.  THE
               ANCHORMAN delivers his lines under the title 'SUPER COP'.

                                   ANCHOR, BRIAN
                         Detective James Gordon wowed the
                         city of Gotham by single-handedly
                         rescuing a small child from the
                         hands of an escaped mental patient
                         and possible avoiding needless
                         bloodshed and mayhem at the hands
                         of this city's notoriously violent
                         SWAT team. His comments to the
                         press highlighted a growing rift
                         between various departments within
                         the police force. He hinted at
                         charges of police corruption and
                         promised to wage a one-man war on
                         crime.  I don't know about you
                         Sandy, but this reporter finds such
                         straight talk very refreshing.

                                   CO-ANCHOR JANE
                         Indeed Brian. Now let's take a look
                         at sports —

               We pull back WIDER to see the TV plays in —

               INT. GORDON'S APARTMENT - EVENING

               GORDON and ANN are watching on the sofa. ANN is stunned.

                                   ANN
                         This is a big deal. They're going
                         to want you on talk shows, you
                         know? You're going to need a new
                         suit.

                                   GORDON
                             (laughing)
                         Let's go celebrate!

                                   ANN 
                         Honey, we can't. It's late, we've
                         already eaten.

                                   GORDON
                         Then, let's get a drink.

                                   ANN(LAUGHS)
                         Jim! Hello? I'm with child.

                                   GORDON
                         Oh, sorry. Right. Then dinner,
                         Friday. How's La Bonne Maison
                         sound?

                                   ANN
                         Ooh, Fancy. It's a date.

               ANN pulls her husband down on top herself, kissing him.

               INT. BRUCB WAYNE'S APARTMENT - NIGHT

               The TV NEWS plays in the back ground as BRUCE applies a fake
               scar onto his cheek.

                                   BRUCE(V.O.)
                         November 8. Dear Father, the pimp
                         knew my face. A distracting scar
                         will hopefully mask my identity.

               BRUCE puts on the overcoat and wide-brimmed, concealing hat.

                                   BRUCE (V.O.) (CONT'D)
                         Tonight I begin your revenge. I
                         will rid this city of its cancer. I
                         will draw the scum to me and make
                         them pay.

               BRUCE hold up his FIST and on it —

                                   BRUCE (CONT'D)
                         Father, tonight I am declaring war!
                         Your loving son, Bruce.

               — HIS FATHER'S SIGNET RING.

               EXT. EAST END PARK - NIGHT

               BRUCE has a tourist map in his hands, he acts lost.

               A pair of MUGGERS saunter out of the night. They circle.

                                   MUGGER #I
                         Need some help mister. Maybe you're
                         lost?

               BRUCE says nothing, just soaks in the atmosphere of violence.

                                   MUGGER #1
                         You could use a guide to show you
                         where the bad places are.

                                   MUGGER #2
                         Yeah, to protect you from the bad
                         elements.

               BRUCE cracks a gentle smile.

                                   MUGGER #2 (CONT'D)
                         We'll take care of you mister. But
                         you have to give us a tip.
                             (holds out hand)
                         NOW! MONEY!

               One of the assailants becomes impatient and SHOVES BRUCE.

               There is no delay in cause and effect. The shove sparks an
               almost ORGASMIC release of RAW, PENT UP VIOLENCE from BRUCE.

               HE EXPLODES - CRACK! CRACK! CRACK! CRACK!

               BRUCE PUNCHES MUGGER #1 in the CHEST, rapid-fire brutal, RIBS
               CRUNCH.

               MUGGER #2 steps into the fray. BRUCE neatly SNAPS HIS ARM -

               CRUNCH

               — and SWINGS an ELBOW — 

               POP

               — SHATTERING MUGGER #2'S FACE.

               He SLAMS to the PAVEMENT in sudden, surprised PAIN.

               BRUCE stands over both the fallen MUGGERS and breathes in a
               huge lung-full of the crisp, clear night air.

               A calm washes over him.

                                   BRUCE 
                         Here's your tip.

               He delivers a final kick and walks off into the night — A
               CHANGED MAN.

               EXT. EAST END ALLEY - NIGHT

               SKINHEADS divide the contents of a BLOODY PURSE.

               A BEATEN WOMAN lies sobbing on the ground by some trash cans.

                                   SKINHEAD #1
                         You took the credit cards last
                         time.

               Then, suddenly aware of someone else in the alley, they turn
               to see BRUCE standing over them.

                                   SKINHEAD #2
                         Looks like it's going to be a good
                         night, boys.

               The SKINHEADS descend on BRUCE.

                                   BRUCE
                         Yes. It does.

               BRUCE tears into the SKINHEADS with all the joy of a child on
               Christmas.

               BRUCE punches the SKINHEADS in the face, his father's SIGNET
               RING crushes flesh against bone, leaving a deep BLOODY MARK.

               EXT. EAST END STREET - NIGHT

               A greasy junky holds a FAKE PEARL NECKLACE up to his DEALER.

                                   GREASY JUNKY
                         But that's all I got.

                                   DEALER
                         Then you'll have to go get
                         something else. Won't you'

               PAY-PHONE rings. The DEALER answers

               BRUCE appears behind the drug DEALER at his PAY-PHONE.

                                   DEALER (CONT'D)
                         Can't you see I'm doing business
                         here? Wait your turn.

                                   BRUCE
                         I'm done waiting.

               BRUCE grabs the DEALER'S HEAD by the hair and SLAMS IT —

               BASH! BASH! BASH!

               — into the METAL PAY-PHONE.

                                   BRUCE (CONT'D)
                         Welcome to my war.

               The dealer slides to the ground.

               BRUCE walks off. His FAKE SCAR hangs half off his cheek. The
               sun is just beginning to peek over the worn rooftops.

               INT. BRUCE WAYNE'S APARTMENT - MORNING

               BRUCE sleeps.

               DEEP. SOUND. RESTFUL.

               A comforted smile teases the edges of his lips.

               INT. LA BONNE MAISON - EVENING

               ANN and GORDON enjoy a nice dinner together in one of
               Gotham's finest restaurants.

                                   ANN
                         To my Super Cop.

                                   GORDON
                         To the most beautiful woman in
                         Gotham.

               Clink.

                                   GORDON (CONT'D)
                         Things are going to be different,
                         baby. I feel it.
                             (notices something)
                         SHIT!

                                   ANN
                             (worried)
                         What it is honey?

                                   GORDON
                         I don't believe it.

               GORDON watches as Commissioner LOEB and Emilio ESTRADA are
               lead to a private dining room along with several scantily
               clad, exotic-looking women. ESTRADA hands the waiter a
               hundred dollar bill.

               His face is an emotionless mask, perfectly smooth and
               featureless, the result of a compulsive addiction to cosmetic
               surgery.

                                   ANN
                         Who IS that with Commissioner Loeb?
                         He looks like a zombie.

               GORDON stands up and starts dumping bills on the table.

                                   ANN (CONT'D)
                         JIM? What's the matter, honey?

               GORDON drags wife from the restaurant.

               EXT. SIDEWALK OUTSIDE LA BONNE MAISON - EVENING

               GORDON is livid.

                                   GORDON
                         I can't believe he's so blatant.

                                   ANN
                         Who? What's the matter?

                                   GORDON
                         Christ! Don't you read the papers?
                         That was Emilio ESTRADA. "Gotham's
                         Golden Pimp". The one Harvey Dent
                         had up on charges 6 months ago. And
                         now he's eating at La Bonne Maison
                         with my Police Commissioner. OK?
                         That's what's the MATTER.

               ANN, hurt, jerks her hand free and walks ahead.

               GORDON realizes he's crossed the line. He's pissed at himself
               for scaring his wife. He lashes out and KICKS a nearby trash
               can.

                                   GORDON (CONT'D)
                         Dammit!

               GORDON jogs to catch up and gently takes ANN'S arm.

                                   ANN
                         I'm your wife, not some rookie cop
                         you can treat any old way you want.

                                   GORDON
                         I'm sorry I snapped at you.
                             (sighs)
                         Look. Those are BRUTAL and VICIOUS
                         men.	And they are making this city
                         a bad place to live, to raise OUR
                         son. It's just, I don't know what
                         to do.  I get angry. I get angry
                         for US. For the BABY.

                                   ANN
                             (touches his cheek)
                         I know. But what can you do? You're
                         just one man. You can't carry the
                         whole city on you back.

                                   GORDON
                         There is something I CAN do. I can
                         go over their heads. I can go to
                         the Mayor.

                                   ANN
                         Is that safe?

                                   GORDON
                             (shakes head)
                         No.

               GORDON puts his coat over ANN'S shoulders, they walk off.

               BRUCE writes a letter —

                                   BRUCB (V.O.)
                         October 12.  Dear Father, it's
                         working. I've engaged the enemy,
                         made progress. But I've only struck
                         at their front line, the grunts. 
                         Tonight, I start climbing their
                         chain of command.

               Then BRUCE opens a binder full of meticulous notes, drawings,
               charts, and reports. He turns to a STREET MAP marked with  
               red 'x's and scowls at it.

               EXT. THE COMET LOUNGE. EAST END GOTHAM - NIGHT

               This is easily the lowest ranking drinking establishments in
               Gotham. Most of the bar's patrons originate from the Gotham
               City Corrections Facility located directly across the street.

               Flickering neon sign: "First beer free with release papers."

               BRUCE watches from a doorway as newly released prisoners make
               a bee-line from the jail into the COMET LOUNGE.

               BRUCE steps over a pair of drunks on the sidewalk and into —

               INT. THE COMET LOUNGE - NIGHT

               The place emanates PURE MENACE.

               The patrons consist of doomed addicts hunkered over their
               drinks, deflated whores and working-class thugs with overly
               attentive eyes. MURDER seems an everyday occurrence.

               BRUCE takes a table away from the sodden trio on the stage,
               accompanying a floor show of TRANSVESTITE singers and dancers
               who double as waitresses.

               Once seated, BRUCE is visited by a flock of waitresses and
               waiters. They sit on his lap, rub up against him, play with
               his hair.

                                   TRANSVESTITE #L
                         And what have we here?

                                   TRANSVESTITE #2
                         Ooh, big.

                                   WAITER
                         Honey, you want a private show?

                                   TRANSVESTITE #L
                         Hey, back off.  I saw him first.

                                   WAITRESS
                         Can I get you something?

                                   BRUCE
                         Beer.

                                   TRANSVESTITE #1
                         See those little doors over there?
                         For $50 I'll blow your mind.

                                   BRUCE
                         No thanks.

                                   WAITER
                         He don't want what you got, skank.

                                   BRUCE 
                         You don't have what I'm looking for
                         either.

               BRUCE stuffs small bills in their sagging bras. The money
               attracts attention.

                                   TRANSVESTITE #2
                         Come on baby, I can cheer you up.

                                   BRUCE 
                         I doubt it.

               The waitress returns with a beer.

                                   WAITRESS
                         That will be $2, honey.

               BRUCE pulls out a HUGE ROLL OF BILLS and peels off a FIFTY.

                                   BRUCE
                         Keep it.

               The waitress registers FEAR at the sight of all that money.

               She barely has her money before more than a dozen THUGS set
               upon BRUCE from all angles with KNIVES, CLUBS, BOTTLES and
               POOL QUEUES.

               BRUCE JUMPS TO HIS FEET. The table, chair, and transvestites
               tumble to the ground.

               The FIRST GUY swings a POOL QUEUE baseball bat style.

               BRUCE ducks under it and —

               CRUNCH

               — comes up with a knee into the guy's groin.

               The SECOND GUY gets an elbow to the nose.

               The THIRD, FOURTH and FIFTH GUYS move in together.

               BRUCE drops those three with a series of vicious rabbit
               punches to their faces — POP, POP, POP.

               But it's with numbers six through 16 that he runs into
               trouble. They work as a team and surround BRUCE.

               The first one smashes BRUCE with a chair —

               Then, another clocks him in the head with a whiskey bottle —

               And a third belts him in the jaw with brass knuckles.

               BRUCE staggers back. The men descend and beat him to the
               ground.

               We lose sight of BRUCE under a rain of KICKS, PUNCHES,
               BOTTLES and SWINGING POOL QUEUES.  Then suddenly BRUCE —

               EXPLODES

               — through the ATTACKERS, line-backer style, sending them
               sprawling.

               He breaks across the room and through a door marked 'EXIT'.
               The room goes silent —

               beat

               — then breaks into laughter.

               BRUCE has cornered himself inside the —

               INT. WOMEN'S BATHROOM. THE COMET LOUNGE - NIGHT

               The small, dirty room has no windows. The only other doors
               open onto toilet stalls and a cleaning closet full of mops,
               buckets and CLEANING SUPPLIES.

                                   BRUCE (V.O.)
                         It was almost a stupid death —

               Then his eyes fall on the CLEANING SUPPLIES.

                                   BRUCE (V.O.) (CONT'D)
                         - were it not for your birthday
                         gifts, those chemistry sets I so
                         loved.

               BRUCE rifles through the chemicals.

                                   BRUCE (V.O.) (CONT'D)
                         Ammonia, borax, bleach, peroxide,
                         baking soda. Thank you, Father.

               BRUCE grabs a PLASTIC JUG and dumps hand fulls of BORAX and
               BAKING SODA into it, topping it off with a blast of DRY
               PROPELLANT from a fire extinguisher.

               Outside the door in —

               INT. THE COMET LOUNGE - NIGHT

               The men taunt him.

                                   ATTACKER #1
                         When you're done powdering your
                         nose, can I have a free date?

                                   ATTACKER #2
                         Don't forget to wash your titties.

               Meanwhile, inside —

               INT WOMEN'S BATHROOM. THE COMET LOUNGE - NIGHT

               BRUCE picks the TOILET CAKE out of a filthy toilet and
               shatters it against the porcelain sink. He drops that into
               the PLASTIC JUG and starts mixing liquids in an empty BEER
               BOTTLE — AMMONIA, BLEACH, PEROXIDE.

               BRUCE stabs the PLASTIC JUG with a SCREW DRIVER while outside
               the door in –

               INT. THE COMET LOUNGE - NIGHT

               The men, now done with their taunting, approach the door

               INT. WOMEN'S BATHROOM. THE COMET LOUNGE - NIGHT

               BRUCE holds the PLASTIC JOG in one hand and the BEER BOTTLE
               in the other. HE takes a deep breath and dumps the liquid
               into the PLASTIC JOG —

               INT. THE COMET LOUNGE - NIGHT

               Suddenly the door BURSTS OPEN.

               A tattered and beaten BRUCE stands holding the PLASTIC JUG.

               He tosses the PLASTIC JUG at a thug but it misses and slides
               under the pool tables —

                                   BRUCE
                         It's over. You people should get
                         out of here,
                             (beat)
                         It isn't safe.

               The THUG whips out a LONG SCALLOPED KNIFE and comes at BRUCE.

                                   THUG WITH KNIFE
                         Let's see what you had for lunch.

               Under the pool table the PLASTIC JUG BUBBLES AND STEAMS. The
               men raise their pool queues and encircle BRUCE.

                                   BRUCE
                         Have it your way.

               BRUCE jerks a neon beer advertisement off the wall as he
               leaps up onto a pool table.

               The sign shatters.

               SPARKS SHOWER DOWN

               WHOOSH!

               The LOW-LYING GASSES go up in BLUE-HOT FLAMES.

               Every man standing on the floor collapses in agony — pants on
               fire, legs scorched.

               BRUCE casually steps from his pool table onto the bar —

                                   BRUCE 
                         Gentlemen, thank you for the dance.

               — walks down the bar and hops out the front door.

               INT. BRUCE WAYNE'S APARTMENT - MORNING

               A badly beaten BRUCE finishes his letter with a bruised fade
               and a black eye swollen almost shut.

                                   BRUCE (V.O.)
                         Tonight I learned that I am nothing
                         more than a LUCKY AMATEUR. To climb
                         the ladder of crime, I will need
                         protection, weapons, technique. I
                         need to cultivate an advantage if
                         I'm to take my war up the ladder of
                         crime to the bosses, to the
                         GENERALS. But what should that
                         advantage be, Father. How will I
                         find it? Your loving son, Bruce.

               BRUCE finishes the letter, folds it, puts it into an envelope
               and stamps it. He looks at it for a moment then adds it to a
               CARDBOARD SHIPPING BOX with hundreds just like it.

               INT. MAYOR NOONE'S OFFICE - DAY

               Mayor Noone greets GORDON at the door to his gilded, wood
               panelled office.

                                   NOONE
                         I hear you have some disturbing
                         news regarding the East End
                         precinct detective Gordon.

                                   GORDON
                         Yes, sir.  I'm afraid so.

                                   NOONE
                         First let me say how impressed I am
                         that you've come forward. I know
                         how hard these situations can be. 
                         I want you to know I admire your
                         bravery and integrity. We need more
                         men like you on the force.

                                   GORDON
                         Thank you sir. I'm not trying to be
                         a hero or anything. It's just
                         that... Well, things are out of
                         control.

                                   NOONE
                         Of course, I understand. Have a
                         seat. Now tell me everything. Why
                         did you come to my office? It's not
                         the normal route. Why bypass
                         internal affairs?

                                   GORDON
                         I believe the problem goes beyond
                         the East End precinct, far higher.
                         I've seen the money, been offered
                         bribes — almost forced to take
                         them.

                                   NOONE
                         I see.

                                   GORDON
                         I can name names. I am willing to
                         testify. I believe my current
                         notoriety with the news media makes
                         this the perfect time to bring this
                         matter to the public. If we hold a
                         press conference...

                                   NOONE
                             (interrupting)
                         Whoah, slow down, Jim. I'm afraid
                         it's not as simple as that. We have
                         to be very careful how we present
                         our case. Now who have you told
                         about what you know? Who knows
                         you've contacted me?

                                   GORDON
                         No one. I mean besides my wife.  I
                         don't know what sort of
                         repercussions I'd face if they knew
                         I was here.

                                   NOONE
                         Good. The fewer people who know the
                         better. You may be in serious
                         danger if these corrupt officers
                         knew we were working together.

                                   GORDON
                         Yeah. OK. What do you want me to
                         do?

                                   NOONE
                         For now, I'll see what I can do on
                         my end. I want you to lay low, act
                         normal. I'll contact you when it's
                         time for us to make our move.

                                   GORDON
                         But sir, there has to be something
                         I can do to help us prepare our
                         case. At least I can document what
                         I see.

                                   NOONE
                         Do nothing to jeopardize your
                         safety. Keep clear of the officers
                         involved. Let them think it's
                         business as usual in Gotham while
                         we work up a plan of action.

                                   GORDON
                             (nods)
                         OK.

                                   NOONE 
                             (stands and offers hand)
                         Good. You'll see, we'll get these
                         guys.

               NOONE sees GORDON to the door.

               INT. GOTHAM PUBLIC LIBRARY - DAY

               BRUCE brings a huge pile of books to the busy young LIBRARIAN
               at the checkout counter.

                                   LIBRARIAN
                         Understanding Ballistics,
                         Improvised Munitions, Explosives:
                         Step By Step, Guerrilla Warfare,
                         Neurochemistry, Thrown Weapons
                         Handbook,  101 Sucker Punches...
                             (laughs)
                         Looks like you're starting a war.

               BRUCE says nothing.

               She looks up for the first time, sees his bruised face

                                   LIBRARIAN (CONT'D)
                         You know what? Why don't you just
                         take these. You look trustworthy.
                         Bring them back whenever you like.

               The LIBRARIAN slowly backs away from the counter.

               EXT. GOTHAM PUBLIC LIBRARY - DAY

               BRUCE leaves with his arms full of books.

                                   BRUCE (V.O.)
                         November 15.  Dear Father, I am
                         ready for the next level. I realize
                         now violence alone is not enough. I
                         must become a detective, a
                         scientist, a scholar of crime.

               BRUCE dumps the books into the Al and Son Garage truck.

               INT. ARMY/NAVY STORE - DAY

               BRUCE shops: AMMO BELTS, HUNTING KNIFES with boot sheath,
               COMBAT BOOTS, BINOCULARS.

                                   BRUCE (V.O.)
                         I will need tools to give me an
                         edge.

               BRUCE holds up a heavy HELMET DEVICE with wires sticking out. 

               EXT. HARDWARE STORE - DAY

               BRUCE wheels a shopping cart out of a MEGA-BOX STORE to his
               TRUCK. There he loads his purchases into the back: SPRAY
               PAINT, SAW, TIN SNIPS, RAZORS, DUCT TAPE, INDUSTRIAL GLUE.

                                   BRUCE (V.O.) 
                         I will no longer rely on strength
                         alone.

               BRUCE starts the TRUCK.

               INT. SPORTING GOODS STORE - PAY

               A CLERK eyes BRUCE warily as he charges through the place,
               looking everything over. BRUCE holds up a white FIELD HOCKEY
               MASK. Glares at it.

                                   BRUCE (V.O.)
                         Father, I can feel myself
                         TRANSFORMING.

               At the checkout counter, THE CLERK stares numbly as across
               the counter slide a GOALIE'S MASK, a PADDED GLOVES, SHIN
               GUARDS, and a bright-red catcher's CHEST PROTECTOR.

                                   CLERK
                         Credit or cash, dude?

                                   BRUCE
                         Cash. Keep the change.

               BRUCE slaps a wad of TWENTIES on the counter.

               EXT. EAST END PARKING LOT, BEHIND MEGAMART - NIGHT

               GORDON pulls up to a small gang of young GANG MEMBERS
               slinging DRUGS from the parking lot.

               THEY SCATTER.

               GORDON steers to block the escape of one GANG MEMBER, O'NEIL.

                                   GORDON
                         Hey, O'NEIL! O'NEIL! Come here. I
                         ain't going to do nothing. I just
                         want to talk to you.

                                   O'NEIL
                         I'm paid up man. Right on time.

                                   GORDON
                         I know. I know. Get in.

               O'NEIL gets into the passenger side.

                                   GORDON (CONT'D)
                         Things going OK down here these
                         days?

                                   O'NEIL
                             (suspicious)
                         Yeah.

                                   GORDON
                         Officer CRAMDEN been taking care of
                         you?

                                   O'NEIL.
                         What is this?

                                   GORDON
                         Think of it as quality control. We
                         just want to make sure you're
                         getting everything you're paying
                         for. A happy drug dealer is a
                         profitable drug dealer. So you're
                         up to, what, $200 a week now.

                                   O'NEIL
                         $250 papa, and I still get the
                         Mexicans biting into my turf. I
                         told CRAMDEN, he said he'd take
                         care of it but he spends all his
                         time sampling the merchandise down
                         at the LAB.

                                   GORDON
                         The lab, huh?

                                   O'NEIL
                         Yeah, he's over there PARTYING
                         while them Mexicans are out
                         slinging product by MY Doughnut
                         King.

                                   GORDON
                         That so?

                                   O'NEIL (COCKY)
                         YEAH. That's SO. And I want to know
                         what you're going to DO about it.

                                   GORDON
                         Oh, I know just how to take care of
                         this situation.

               GORDON grabs O'NEIL and SMASHES his face into the dashboard.

                                   GORDON (CONT'D)
                         Take me to the lab.

               GORDON jams the dealer's head under the dash and cuffs him. 

               EXT. RUNDOWN WAREHOUSE DISTRICT - NIGHT

               GORDON puts the car in park and watches a low-slung
               warehouse. Suspicious looking men stand outside.

                                   GORDON (V.O.) (CONT'D)
                         Corruption Log, day six. Despite
                         the mayor's advice, I am finding it
                         harder and harder to remain a quiet
                         observer.

               GORDON - with the cuffed O'NEIL - drives off.

               INT. POLICE PRECINCT HOUSE. BOOKING STATION - LATER.

               Jail cells line the walls of the large room. The prisoners,
               cocky and defiant, taunt the police and laugh. They call the
               cops PUSSIES and FAGGOTS.

               GORDON shoves the bruised O'NEIL into the BOOKING STATION.

                                   GORDON (V.O.)
                         I've transcribed testimony from one
                         Trey O'NEIL, appendix 17,
                         describing the officer Jonathan
                         CRAMDEN as an enforcer for East End
                         drug dealers.

               GORDON drags O'NEIL to the BOOKING STATION amid ANGRY STARES
               from the other officers present —

                                   GORDON (V.O.) (CONT'D)
                         I am playing a dangerous game. 
                         These men are serious.  But I will
                         not sit by any longer. I can't. I
                         have a son to think about now.

               — including one officer with the name "CRAMDEN" stitched into
               his uniform.

               INT. BRUCE WAYNE'S APARTMENT - NIGHT

               BRUCE reads a recipe from the Anarchist's Handbook and mixes
               a tar-like substance on his scarred and blackened STOVE.

                                   BRUCE (V.O.)
                         October 29. Dear Father, I will be
                         as devious as my enemy.

               Chemistry projects BUBBLE on every burner.

               BRUCE very carefully pours yellow liquid into a glass vial.

                                   BRUCE (V.O.) (CONT'D)
                         I will learn his tricks.

               He draws a milky substance from a Pyrex beaker into a vicious
               looking SYRINGE.

               BRUCE fires a COPPER WIRE out of a BLACK TUBE.

                                   BRUCE (V.O.) (CONT'D)
                         I will follow his lead.

               BRUCE carries a frying pan caked in GRAY GOO out into the
               Junkyard. He puts it on a pile of car parts.

               Inserts a fuse, LIGHTS IT, and gets away fast —

               BOOM!

               — a huge EXPLOSION lights the night sky and sends debris
               flying in all directions.

                                   BRUCE (V.O.)
                         I will show them no mercy. Your
                         loving son, Bruce.

               BRUCE smiles at the smoking crater.

               INT. GOTHAM JUSTICE BUILDING GARAGE - NIGHT

               GORDON'S footsteps echo through the empty garage. He puts his
               key in the car door then, turns at a SOUND.

               A baseball bat drags across the concrete FLOOR.

               GORDON pivots as more BASEBALL BATS approach from every
               direction.

               Shadowed figures surround GORDON.

                                   FLASS
                         You know the ORDERS, dudes.  Just
                         enough to keep him out of the
                         HOSPITAL. And out of the PAPERS. We
                         don't want no TROUBLE for our HERO
                         COP making it into the PAPERS.

               A baseball bat SLAMS into GORDON'S SIDE.

               We see SILHOUETTES as a DOZEN MEN swing BASEBALL BATS at the
               helpless GORDON.

               He doesn't have a chance against the bastards.

               When they finish, he's lying on the ground BLEEDING.

                                   FLASS (CONT'D)
                         This is just a warning. Wouldn't
                         want your pretty wife to get hurt
                         because of your stubbornness,
                         Jimmy.

               FLASS drops his BLACK AND YELLOW BASEBALL BAT on GORDON.

               They leave, laughing and DRAGGING BATS on the concrete floor.
               Slowly, GORDON gets to his feet and heads home to the — 

               INT. HALLWAY OUTSIDE GORDON'S APARTMENT - LATER

               GORDON drags his battered body slowly down the hall to his
               door. He enters.

                                   ANN (O.S.)
                         Oh my God, JIM!

               The door swings shut.

               INT. CHOP-SHOP. EAST END - NIGHT

               BRUCE enters a large, dirty GARAGE where young men dismantle
               expensive SPORTS CARS.

                                   BRUCE (V.O.)
                         November 2. Dear Father, you always
                         told me, if a job is difficult,
                         then I'm using the wrong tools.
                         Today I test that theory.

               All eyes fall on the tall stranger as he flings open his long
               OVERCOAT.

               He's wearing the brightly colored SPORTS GEAR under his coat
               and the CATCHER'S MASK under his wide-brimmed hat.

                                   BRUCE (CONT'D)
                         Put these on.

               He tosses a pile of HANDCUFFS on a work bench.

               The thieves, STUNNED for a moment, break out laughing.

               They attack with the tools of their trade — BUTANE TORCHES,
               CUTTERS, HAMMERS.

               BRUCE takes a terrible beating but he gives back at least
               twice what he's getting.

               Until an UNDER-BOSS pulls out a GUN.

               BRUCE SLAMS a handful of GLASS VIALS into the gunman's chest.

               WHITE PHOSPHOROUS EXPLOSIONS blinds the would be shooter,
               burns his clothes and face.

                                   BRUCE (CONT'D)
                         OK, that's enough fun for now.

               BRUCE throws another handful of VIALS at the criminals —

               POP, POP, POP

               — the men instantly fall to their hands and knees vomiting as
               BRUCE makes his exit.

               EXT. ALLY BEHIND THE CHOP-SHOP – MOMENTS LATER

               BRUCE'S catcher's mask FLIES through the air and SHATTERS
               against stone WALL.

                                   BRUCE (V.O.)
                         Too much protection, just slowed me
                         down.

               The chest protector slips into a dumpster.

               INT. BRUCE WAYNE'S APARTMENT - LATER

               BRUCE, naked, SEWS STITCHES INTO HIS STOMACH with a NEEDLE
               AND THREAD.

               DEEP CUTS on his back ooze blood, they're stitched up only as
               far around as he can reach.

                                   BRUCE (V.O.) (CONT'D)
                         I have the tools but not the
                         methodology. Something is still
                         missing. Father.  I need an edge,
                         an advantage —

               ON THE TV -

               Under the words SPECIAL REPORT —

                                   TV NEWS ANCHOR, BRIAN
                         Criminals are a superstitious and
                         cowardly lot.  It's obvious this
                         vigilante is trying to scare and
                         intimidate them with violence.

                                   TV NEWS CO-ANCHOR, JANE
                         That's Right BRIAN, the vigilante
                         marks his victims with a wound
                         shaped lake a BAT.  An obvious
                         reference to the occult.

               They show victims with MARKS ON THEIR FACES.

               BRUCE looks at his father's SIGNET RING and picks something
               (a piece of flesh?) out of it with the SEWING NEEDLE.

               The TV shows a scared MUGGER in Gotham Prison's Hospital.

                                   MUGGER
                         I make a few MISTAKES and I get
                         THIS? I get MARKED! People won't
                         even TALK to me! I been MARKED by
                         the BAT!

                                   TV NEWS ANCHOR, BRIAN
                         But you know, JANE, not everyone
                         thinks the vigilante is the bad guy
                         here. A lot of Gotham's common
                         citizens are happy to see those
                         people get what they deserve.

                                   TV NEWS CO-ANCHOR, JANE
                         Thanks for that report, BRIAN. Up
                         next, THE BAT-MAN Vigilante: Friend
                         or Foe?

                                   BRUCE (V.O.)
                         Yes Father. Now I see. Thank you.
                         Your loving son, Bruce.

               BRUCE looks over at the pile of supplies left over from his
               shopping spree.

               BRUCE SMILES WIDE.

               He's missing all his front teeth.

               INT. COMMISSIONER LOEB'S OFFICE - THE NEXT DAY

               Mayor NOONE storms into LOEB's office. He's pissed.

                                   MAYOR NOONE
                         Loeb, what the hell is going on
                         here? Police officers beaten in the
                         precinct parking garage? This is an
                         officer who has come to me with
                         serious accusations against this
                         department. How do you think that
                         looks?

                                   LOEB
                         Mayor, sit down.
                             (Mayor sits)
                         You should leave this to me. Frank.

                                   MAYOR NOONE
                         But Gillian, our operations. He
                         knows too much, and he isn't
                         backing off. Maybe we should slow
                         things down.  If he goes to the
                         press...

                                   LOEB
                             (interrupts)
                         And maybe you need to remember
                         who's running this show.  I'll say
                         when we slow things down, which
                         will be NEVER, AND how we handle
                         Gordon.

                                   MAYOR NOONE 
                         He was at my office again. Said
                         he's making a file documenting what
                         he knows. I tried to get it but he
                         wouldn't hand it over. He's a loose
                         cannon. There's no telling what he
                         might do.

                                   LOEB
                         Don't you worry, Frank. I'm putting
                         Gordon where he can't do any harm.

               LOEB smiles.

               INT. BRUCE WAYNE'S APARTMENT - DAY

               BRUCE cuts a HOCKEY MASK in half and spray-paints it black
               along with the AMMO BELT, the GROIN PROTECTOR and KNIFE.

               He paints a pair of STEEL DENTURES white.

                                   BRUCE (V.O.)
                         November 6. Dear Father, it's all
                         coming together. I can feel it.

               BRUCE welds a familiar but primitive BAT LOGO into a pair of
               brass knuckles. He tries them on over a pair of HEAVY LEATHER
               GLOVES with razor blades fitted into the side-seams.

                                   BRUCE (V.O.) (CONT'D)
                         I have everything I need.

               BRUCE fills the ammo belt with: ROPE, DUCT TAPE, LOCK PICK
               SET, dangerous looking STUN GRENADES —

                                   BRUCE (V.O.) (CONT'D)
                         All the pieces are falling into
                         place.

               — SYRINGES labeled 'stimulant', 'pain killer', 'truth serum',
               'fear toxin' —

                                   BRUCE (V.O.) (CONT'D)
                         Everything is changed.  I am
                         reborn.

               — SMOKE BOMBS, also home made and dangerous looking -

                                   BRUCE (V.O.) (CONT'D)
                         I will show them no mercy.

               — THROWING KNIVES, PEPPER SPRAY, SMELLING SALTS, TAPE
               RECORDER, BINOCULARS, SEWING KIT, and SUPER-GLUE.

                                   BRUCE (V.O.) (CONT'D)
                         Father, you will have your revenge!

               Bruce puts on the LEATHER GLOVES and - click - the AMMO BELT
               around his waist. 

               COMMISSIONER LOEB'S OFFICE - DAY

               GORDON stands at attention before LOEB's huge, walnut desk.
               He's swollen and bruised.

                                   GORDON
                         You wanted to see me, sir?

                                   LOEB
                         Yes, Gordon.  I heard about the
                         unfortunate incident the other day.
                             (sarcastic)
                         Funny, you'd think a trained police
                         officer would have no problem with
                         thugs in the precinct garage.

                                   GORDON
                         Yes, you would.

               LOEB is taken back. Was that some kind of jab? He continues.

                                   LOEB
                         I'm reassigning you.

               GORDON suppresses a smile, hopeful.

                                   LOEB (CONT'D)
                         The press has its panties in a
                         bunch, asking questions, hounding
                         me.

               LOEB enjoys it, draws it out.

                                   LOEB (CONT'D)
                         And because you seem to need a,
                         umm, SAFER environment. I'm putting
                         you on THE BAT-MAN vigilante case.

               GORDON scowls. Pure rage.

               INT. GORDON'S APARTMENT - THAT NIGHT

               GORDON pounds on an old TYPEWRITER at the kitchen table.
               MARLBOROS overflow an ash tray. ANN stands behind him in a
               nightgown, hands on his shoulders.

                                   ANN
                         Honey, can't this wait?

                                   GORDON
                         This file is my only chance. They
                         put me on THE BAT-MAN case to get
                         rid of me. I can't let Loeb push me
                         aside that easily. I've got to
                         compile the evidence Noone needs to
                         take them down.

                                   ANN
                         OK, honey. But come to bed soon.

               She gives him a kiss and leaves. GORDON resumes typing.

                                   GORDON (V O.)
                         Section fourteen: Commissioner
                         Loeb. Based on interviews and my
                         direct contact with the
                         commissioner, I believe it is
                         possible the commissioner's
                         involvement goes far deeper than
                         the kickback slush fund. Loeb may
                         be CONTROLLING all organized crime
                         in Gotham City. As of now these
                         allegations are mere speculation, I
                         don't have the resources to pursue
                         that line of inquiry.

               GORDON sighs, lights another MARLBORO and goes back to work.

               INT. GOTHAM JUSTICE BUILDING. BASEMENT - MORNING,

               GORDON walks down dark stairs, along a long corridor, down
               more stairs, past dripping pipes, through a door, down
               another hallway with flickering lights, to the door to —

               INT. GORDON'S NEW OFFICE - MORNING

               On the walls hang maps with numbered pins, police sketches of
               THE BAT-MAN and photos of the MARKS on victims' faces.

               As GORDON enters, a young police officer, MERKEL, jumps up.

                                   MERKEL
                         Good morning, sir. Three more came
                         in last night sir.

                                   GORDON
                         Let me guess, we'll find all of
                         them in the prison wing at Gotham
                         Mercy.

                                   MERKEL
                         Yup. All three, admitted last
                         night.

                                   GORDON
                         We better hit the road then. I can
                         get my coffee on the way.

               GORDON leaves. MERKEL runs after him pulling on his coat.

               INT. GOTHAM MEMORIAL HOSPITAL. SECURITY WARD - LATER

               GORDON and MERKEL meet Dr. Wallace as they pass through
               security. They talk as they walk through the busy ward.

               Everywhere beaten men lie cuffed to hospital beds. Some in
               traction, or horrible looking braces. Almost all bear the
               MARK OF THE BAT.

                                   GORDON
                         Morning doctor. I hear you have a
                         few more guests for us to talk to.

                                   DR, WALLACE
                         Merkel. Gordon. Your lacerations
                         seem to be healing nicely.

                                   GORDON
                             (ignoring the remark)
                         So what do you have for us today'

                                   DR WALLACE
                         Couple guys from an electronics
                         store heist. Broken clavicle, some
                         ribs, dislocated shoulder,
                         concussion and about 12 hours
                         surgery between 'em.

                                   GORDON
                         And the other one?

                                   DR, WALLACE
                         A pusher from Stilmore Heights.
                         He'll need some dental work and he
                         took about 75 stitches but he's OK.
                         We have him in isolation if you
                         want to talk to him.

                                   GORDON
                         Yeah?

                                   DR.  WALLACE
                         Seems he was made to eat his own
                         product. We've had to keep him away
                         from the general population.

               The doctor stops to inspect the chart for a man in bandages.

                                   GORDON
                             (to MERKEL)
                         Do you notice anything about these
                         men?

                                   MERKEL
                         You mean the mark of the bat?

                                   GORDON
                         No, I'm talking about their spirit.
                         These men are broken. Scared.

               MERKEL looks around. HE'S RIGHT! Some of the criminals are
               even crying.

               Just then the doctor opens a door for the cops.

                                   DR. WALLACE
                         Here's your drug dealer.

               In the corner of the padded room cowers the former shell of a
               once-tough street pusher. His haunted eyes are framed by
               stitched-up wounds that still very much resemble a bat.

               INT. HARVEY DENT'S OFFICE - LATER

               Harvey DENT opens a door bearing the words, "HARVEY DENT,
               ASSISTANT DISTRICT ATTORNEY" for GORDON.

               The two men enter together. GORDON carries a note pad.

                                   DENT
                         You're kidding me! I'm THE BAT-MAN
                         vigilante? My wife will love this.

                                   GORDON
                         Hey, you're young, you work out.
                         And I've seen your record. You have
                         no love of organized crime. I saw
                         the ESTRADA trial on TV.

                                   DENT
                         Yeah, well he's still on the
                         streets, isn't he. If I was the
                         vigilante, ESTRADA would be making
                         license plates right now, not
                         running Gotham's prostitution
                         racket.

                                   GORDON
                         Yeah, it must be FRUSTRATING.
                             (flipping through notes)
                         You know, ESTRADA's operation has
                         been hit quite a few times. A
                         detective was even killed at one of
                         his brothels.

                                   DENT
                         I heard. Detective CAMPBELL. No big
                         loss for the department from what I
                         understand.

               GORDON smiles at that.

                                   GORDON
                         Yeah, well I have a list of dates
                         and times. I'd like you to account
                         for your whereabouts.

                                   DENT
                             (takes the list)
                         Sorry detective, I was in DC at a
                         convention for three of these dates
                         and my wife will tell you I was
                         home with her for most of the rest.
                         I'm not your BAT-MAN. Wish I was
                         but I'm not.

                                   GORDON
                         No you don't. He's a dangerous
                         psychopath. And when I catch him,
                         he's going down hard.

                                   DENT
                         I'm surprised to hear you say that
                         Gordon. I hear you're one of few
                         remaining good cops on the force.

                                   GORDON
                         Oh Christ, not you too. You of all
                         people should know, we live in a
                         society of laws. This guy isn't a
                         hero. He thinks he's above the law.
                         He's a terrorist. Plain and simple.

               GORDON lights another MARLBORO.

               INT. UPHOLSTERY DISTRICT CATHOUSE - NIGHT

               SELINA and HOLLY now live in a large warehouse divided by
               plywood into dozens of small rooms for prostitutes. Their
               cubicle sports a sagging bed and a gaudy pink paint-job. The
               ceiling is chicken wire.

               Hundreds of voices — arguing, copulating, flirting — fill the
               cavernous space around and above their cubicle.

               Selina wears a blonde wig.

               It's dinner time, SELINA: Tuna from a can, HOLLY: Pizza.

                                   HOLLY
                         SELINA, I don't like it here.

                                   SELINA
                         Hush. Keep your voice down. I'm
                         Mistress Kitty now. You have to
                         remember that. No one can know who
                         we are.

                                   HOLLY
                         I'm sorry.

                                   SELINA
                         Look, I don't like it any better
                         than you, OK? But I've got an idea.
                         We can change things — for real
                         this time.

                                   HOLLY
                         What are you going to do?

                                   SELINA
                         I'm going to take a little something 
                         back from those bastards. I'm going
                         to make them pay.

                                   HOLLY
                         Can't we just leave town, go
                         somewhere where CHI-CHI and the
                         cops can't find us?

                                   SELINA
                         Come on HOLLY. If it isn't CHI-CHI,
                         it's going to be someone else.
                             (moves closer to HOLLY)
                         Now, I've been talking to some of
                         the girls who work down on Franklin
                         street. They say sometimes city
                         limos pick up girls down there for
                         parties. I figure we get a
                         camera...

                                   HOLLY
                             (interrupting)
                         You're SCARING me.

                                   SELINA
                         Yeah, well, maybe it's TIME we did
                         some scaring.

               SELINA finishes her tuna and throws the can to a black cat.

               INT. GORDON'S CRAMPED, NEW OFFICE - NIGHT

               GORDON smokes a cigarette and watches a small monitor set up
               on his desk. MERKEL stands behind him with his coat on.

               The security tape, CHOPPY and GRAINY, shows the inside of a
               jewelry store.

               Four men climb through a broken window and begin stuffing
               their pockets with gems.

                                   GORDON
                         Watch this. He scares the crap out
                         of them.

               Suddenly they all jump in surprise.

               A dark SHADOWY FIGURE enters the frame. It's THE BAT-MAN but
               we can't make out exactly what he looks like. To us he's just
               a big, black hulk.

               The men back away, SCARED. THE SHADOWY FIGURE LEAPS ON THEM.

               There's a fight but it's over very quickly. The SHADOWY
               FIGURE leaves the thieves TWITCHING on the floor.

                                   MERKEL
                         Jesus. The guy is BRUTAL.

                                   GORDON
                         Yeah. BRUTAL and VICIOUS.

                                   MERKEL
                         Shouldn't you call it a night?

                                   GORDON
                         I've still got a little more work
                         to do.

                                   MERKEL
                         All right. Well, good night, sir.

               MERKEL leaves. GORDON hits rewind.

               EXT. GIRLS GALORE PEEPSHOW THEATER - NIGHT

               GORDON sits in his parked car between Al and Son's Garage and
               the CATHOUSE.

               CHI-CHI yells at the girls as he hobbles down the steps and
               gets in his car. A moment later he pulls out.

               GORDON stubs out his cigarette and pulls out after him.

               From a nearby ROOFTOP a large shadowy silhouette watches them
               both.

               INT. HARVEY DENT'S OFFICE - DAY

               GORDON bursts in unannounced.

                                   GORDON
                         Harvey, I need a favor

                                   DENT
                         Good morning to you too, Jim.

                                   GORDON
                         I need a search warrant.

                                   DENT
                         You don't need a warrant to search
                         my place, Jim.
                         You're always welcome. Come over
                         tonight and dig through my
                         underwear drawer for a mask and
                         cape.

                                   GORDON
                         Sorry, you're not a suspect
                         anymore, Harvey. You're just not
                         BAT-MAN material.

                                   DENT
                         My wife will be so disappointed.
                         She's really into the suit.

                                   GORDON
                         Yeah, OK. I didn't need to hear
                         that.
                             (gets serious)
                         It's not a BAT-MAN thing, Harvey. 
                         I've got a hunch.

                                   DENT
                         A hunch? Aren't you supposed to
                         stick to THE BAT-MAN case?

                                   GORDON
                         That's what I need you for. I can't
                         request it myself.

                                   DENT
                         OK, I'm listening

                                   GORDON
                         After we spoke, I got to thinking
                         about the CAMPBELL murder. He was
                         killed INSIDE one of ESTRADA's
                         cathouses, just before the
                         vigilante appeared. And ESTRADA's
                         prostitution ring has been hammered
                         by the vigilante.

                                   DENT
                         So you think ESTRADA can lead you
                         to THE BAT-MAN?

                                   GORDON
                         Or the other way around. It doesn't
                         matter.

                                   DENT
                         I still don't get it.

                                   GORDON
                         Look, I just want to take a look
                         inside one of ESTRADA's warehouses. 
                         OK?

                                   DENT
                         Hey. OK. You got it. I'll put the
                         request in front of Judge Gillen
                         this afternoon. Jim, this BAT-MAN
                         thing is really getting to you,
                         huh?

                                   GORDON
                         The guy's slippery and he's getting
                         better. Doing bigger and bigger
                         criminals. He's changing his M.O.,
                         using a random pattern so we can't
                         catch him. And he's been working on
                         his disguise. It's... TRANSFORMING.

                                                       SMASH CUT:

               EXT. ROOFTOPS - NIGHT

               A shadow runs across the gravel toped surface, and leaps to
               the next roof.

               Seen from below as a fast, fluttering blur against a cloud
               filled night-sky.

               He's going from high buildings to lower ones, jumping and
               rolling into the shadows.

               A window opens, a confused person looks out .

                                   CONFUSED PERSON
                         You see that Harold?

                                   HAROLD (O.S.)
                         Betty, ferchristsake, close the
                         window. You'll catch your death.

               Betty closes the window and gets back to her life.

               We follow his progress but have trouble seeing him. We catch
               a glimpse as he LEAPS from a high building across an alley
               onto the fire escape on the other side.

               Then he's gone over the lip of the roof.

               This is THE BAT-MAN's environment, elevator rooms dripping
               with tar, the water towers, the TV antennas, ABANDONED
               mattresses, old chairs, cable TV hookup boxes, the crisp
               night air, alone.

                                   THE BAT-MAN (V.O.)
                         The new identity changes everything,
                         Father. I have an edge. I stay off the
                         streets, work only at night. I stab
                         fear in their hearts. I HAVE BECOME 
                         THEIR NIGHTMARE!

               Then we finally get a good look at THE BAT-MAN decked out in
               his new threads. He's MASSIVE, TERRIFYING, SPECTACULAR.

               He stands on the edge of a high roof, silhouetted against a
               giant full moon, watching an —

               EXT. EAST END WAREHOUSE. PARKING LOT - NIGHT

               Below GORDON and a bunch of UNIFORMED COPS file out of a
               warehouse. GORDON balls up a search warrant and throws it
               into the gutter, DISGUSTED.

               The cops drive off moments before CHI-CHI arrives in his car
               and hobbles on crutches inside the —

               INT. EAST END WAREHOUSE – NIGHT

               CHI-CHI makes his way through rows of stacked cardboard boxes
               and rolls of carpet.

               Then it's, slowly and painfully, up a flight of wooden stairs
               to an office, the kind with glass windows overlooking the
               warehouse and high glass skylights.

               In the office, five young men drape themselves over leather
               sofas, smoking, and throwing potato chips at a group of
               young, malnourished women who cower on the floor.

               SANCHEZ, an older, fat man, sits behind a desk on the phone.

                                   SANCHEZ
                             (into the phone)
                         They just left. Yeah, they had a
                         warrant. Bunch of pussies. I told
                         them they're house cleaners. Hey,
                         what can they do? The girls have
                         papers.

               Nobody greets CHI-CHI as he enters. No one offers him a seat.

                                   SANCHEZ (CONT'D)
                         Yeah, they look good too. No, I got
                         the Russian ones. Oh yeah? No shit!
                         The shipment from Honk Kong or the
                         Mainland? Well I hope they're as
                         good as these.

               SANCHEZ hangs up.

                                   SANCHEZ (CONT'D)
                         So, CHI-CHI. Leg still hurt?

                                   CHI-CHI
                         Well sometimes when it's wet out I
                         get this...

                                   SANCHEZ
                             (interrupting)
                         No one cares. What's our take for
                         the week?

                                   CHI-CHI 
                         We did OK.

               CHI-CHI crutches over and puts a yellow paper bag from a
               department store on SANCHEZ 's desk.

                                   SANCHEZ
                             (looks in the bag)
                         OK? What the hell is OK? We don't
                         pay you for OK. We want good. We
                         want great. We want freaking
                         excellent out of you!

                                   CHI-CHI
                         There's been problems lately. 
                         Business is off. This vigilante is
                         keeping the Johns away. He's got
                         everyone scared to...

               CRASH!

               A shower of glass drops from an overhead skylight.

               THE BAT-MAN lands on SANCHEZ' desk.

               A terrifying demon of the night. Pure menace.

                                   THE BAT-MAN
                         Gentlemen, I'm here to ask you a
                         few questions.

               The men are stunned— paralyzed by fear until SANCHEZ pulls an
               UZI from a holster and fires a volley at THE BAT-MAN.

               BUT HE'S GONE.

               The bullets strike CHI-CHI in the CHEST. HE GOES DOWN.

               THE BAT-MAN is in the air, he somersaults over the men on the
               sofas.

               Smoke Bombs fly from his fingers.

               POP. POP. POP. POP.

               Then it's all shadows and confusion.

               Guns fire. 

               BAM.  BAM. BAM.

               Bones CRACK.

               People SCREAM.

               Guns - CLICK. CLICK. CLICK. - empty.

               Finally a body smashes through the plate glass onto the
               warehouse floor. A chimney effect takes place. The smoke, no
               longer trapped, is quickly sucked out the broken skylight,
               leaving THE BAT-MAN and SANCHEZ the lone people on two feet.

               SANCHEZ, in shock, clicks his empty gun.

               The women break for the door and scatter into the night.

               A man clutches his throat and writhes on the desk.

               Without ever removing his eyes from SANCHEZ, THE BAT-MAN
               draws a knife and jabs it into the choking man's throat.

               Instant tracheotomy.

               The man can breathe, he slides, relieved, to the floor.

                                   THE BAT-MAN
                         Now then, where is your boss.

               THE BAT-MAN grabs SANCHEZ by the head with both hands

                                   THE BAT-MAN (CONT'D)
                         Where is ESTRADA?

                                   SANCHEZ
                         Down... docks... new girls...
                         shipment

               THE BAT-MAN throws SANCHEZ to the floor.

                                                       SMASH CUT:

               EXT. DARK STREETS - NIGHT

               A black LINCOLN CONTINENTAL drives through the bleak, barren
               streets of Gotham at BREAK-NECK SPEED.

               It is no ordinary LINCOLN CONTINENTAL — It's the BAT-MOBILE.

               Its windows are tinted opaque. Heavy, steel bumper
               modifications have been welded to the chassis. The hood has
               been chopped back to make room for the super-charged school
               bus engine that powers it.

               And it drives without headlights. LIKE A CAR POSSESSED,
               reckless and demonic.

               INT. 6-STORY WAREHOUSE. NEAR GOTHAM DOCK - MOMENTS LATER 

               Armed guards playing cards at a table.

               At the service entrance, a guy draws back the peep hole in a
               reenforced steel door just as —

               CLANG!

               The door FLIES OFF IT'S HINGES and skids, sparking across the
               parking lot on a chain behind the BAT-MOBILE.

               The guards rush outside, guns at the ready. The LINCOLN
               CONTINENTAL does a skidding 180 dragging the heavy door. The
               BAT-MAN accelerates, then stomps the brakes. The heavy STEEL
               DOOR flies past him SMASHING into the guards.

               Meanwhile, attracted by the noise. More armed men rush down
               the staircase.

               Enter THE BAT-MAN —

                                   THE BAT-MAN
                         Two options: Tonight you men can go
                         to prison or to the prison
                         hospital, the choice is yours.

               The first goon to recover LEVELS A SHOTGUN.

               THE BAT-MAN throws a VICIOUS KICK to the guy's CROTCH before      
               he can fire.

                                   THE BAT-MAN (CONT'D)
                         That's the one I HOPED you'd pick.

               THE BAT-MAN leaps into the fray

               Taloned claws sink into a man's shoulder, he screams as he's
               THROWN THROUGH A WINDOW.

               Another thug swings a bat.

               THE BAT-MAN kicks him in the chest, grabs his bat from mid
               air and flings it —

               CRUNCH

               — into the face of another gunner across the room.

               A guy gets the drop on THE BAT-MAN with a machine gun.

                                   THE BAT-MAN (V.O.) (CONT'D)
                         There are seven working defenses
                         from this position. Three of them
                         disarm with minimal contact. Three
                         of them kill. The other just HURTS!

               CRACK!

               He throws a MAIMING SIDE-KICK into a guy's hip.

                                   THE BAT-MAN (V.O.) (CONT'D)
                         He's young, Father. He'll probably
                         walk again. But he'll stay SCARED.

               THE BAT-MAN puts a foot between another's shoulder blade and —

               CRACK

               — JERKS BOTH WRISTS BACK UNTIL THEY CROSS.

                                   THE BAT-MAN (V.O.) (CONT'D)
                         Fear clouds their judgement, makes
                         them stiff and clumsy.

               Guys keep pouring down the stairs.

               THE BAT-MAN throws one OVER THE RAIL.  Another goes THROUGH A
               WINDOW.

                                   THE BAT-MAN (V.O.) (CONT'D)
                         They are like rag dolls to me now.
                         To be thrown aside and forgotten.

               A third gets CRUSHED UNDERFOOT as THE BAT-MAN continues to
               climb, floor by floor, to the top.

               It's been a tough fight. He's sweated through his clothes,
               lost his cape but the action only makes him stronger. A GLOW
               OF EXCITEMENT shines off him.

                                   THE BAT-MAN (V.O.) (CONT'D)
                         There is only one man I am looking
                         for tonight. He's the GENERAL!

               And, now, before him ESTRADA tries to muster some composure.
               He's run out of men to fight for him and stands surrounded by
               half-starved Asian women with hate in their eyes.

                                   THE BAT-MAN (CONT'D)
                         Ah, ESTRADA. At last we meet face
                         to face. Such as it is. You're
                         coming with me. I have a lot of
                         questions for you.

               ESTRADA is backing to the wall in pure fear. THE BAT-MAN's
               gloved hand covers his eyes. Everything goes DARK.

               EXT. 6-STORY.WAREHOUSE. NEAR GOTHAM DOCKS - LATER

               Close up of a syringe.

               The tip makes a dimple in ESTRADA's neck.

                                   THE BAT-MAN
                         This is Hydro-strychnine-sulfate,
                         you can think of it as a cross
                         between truth serum and the worst
                         acid trip of your life. Makes the
                         stuff they had a Woodstock feel
                         like aspirin.

               THE BAT-MAN presses the sinister syringe into ESTRADA's
               carotid artery.

               There's an immediate change in ESTRADA's attitude.

               EXT. SIX STORY WAREHOUSE - MORNING

               An obviously drugged ESTRADA, duct taped to a 6th floor flag
               pole, rants loudly.

               A few cops stand around looking up at the spectacle.

               A crowd has gathered. ESTRADA yells to anyone who will
               listen—

                                   ESTRADA
                         We get the girls from overseas.
                         They work for us. Loeb takes money,
                         he runs the show. The trains run on
                         time. Keeps the show on the road.
                         Police say, you do your job, we do
                         your job. No wait. I do my job you
                         pay me. Something like that.

                                   ESTRADA (CONT'D)
                         We go to parties sometimes. I have
                         a nice car.

                                   CORRUPT COP
                             (to a junior cop)
                         Cut him down before someone hears
                         him.

               The cop cuts him down and we cut forward to —

               INT. GOTHAM JUSTICE BUILDING. BOOKING DESK - MORNING

               GORDON rages at a desk sergeant.

                                   GORDON
                         This man is a known felon. He's on
                         the MOST WANTED LIST. We have
                         numerous witnesses who heard him
                         confessing to serious racketeering
                         and corruption operations. You
                         can't just let him go!

                                   DESK SERGEANT 
                         He walks. I got my orders.

                                   GORDON
                             (kicking the desk, hard)
                         Dammit!

               DENT pulls GORDON off.	.

                                   DENT
                         Jesus, Jim, calm down. What do you
                         expect, the man was assaulted,
                         drugged, kidnapped. Nothing he says
                         is admissible in court. No sane
                         person will prosecute.

                                   GORDON
                         Bull. It was Loeb who sprung him to
                         cover his own butt.

               GORDON stomps off in a rage.

               EXT. THE GOTHAM JUSTICE BUILDING - MORNING

               THE BAT-MAN sits in his LINCOLN CONTINENTAL across the street
               from the police station. In the morning light it looks more
               like a souped-up limo than a demon car - ALMOST.

               THE BAT-MAN is totally messed up. His clothes hang in
               tatters. Blood puddles in the foot-well of the car.

               He listens to the tapes of ESTRADA's 'confession' —

                                   ESTRADA (V.O.)
                             (on tape)
                         Loeb runs the whole thing, uses
                         cops as bagmen to collect and
                         distribute the	money. He's into
                         everything, numbers, drugs, girls,
                         guns. You name it, he gets a cut.
                         Hey, you don't look like my mother.

               Click.

               THE BAT-MAN turns off the machine and looks out his tinted
               window.

               GORDON storms out of the precinct house.

               A dazed and rumpled looking ESTRADA (newly released) and
               FLASS (his releaser) share a smile at GORDON'S obvious fury.

                                   THE BAT-MAN (V.O.)
                         The enemy is everywhere, even HERE.
                         These so called policemen nurture
                         the cancer, they breed it in men
                         like ESTRADA and turn it lose on my
                         streets. It looks like ESTRADA is
                         only another soldier. The real
                         generals live in there.

               THE BAT-MAN looks up at the GOTHAM JUSTICE BUILDING and says
               out loud —

                                   THE BAT-MAN
                         It's your turn Loeb. I'm coming
                         after YOU.

               With a painful effort, THE BAT-MAN puts the car in gear.

                                   THE BAT-MAN (V.O.)
                         So I must climb higher still.  Your
                         loving son, Bruce.

               The LINCOLN drives off.

               EXT. EAST END SIDEWALK - MORNING

               LITTLE AL walks down the same crappy sidewalk as before with
               his coffees and doughnuts.

               EXT. JUNK YARD BEHIND LITTLE AL'S GARAGE - MORNING

               LITTLE AL enters a transformed junk yard.  Piles of junk have
               been moved. Rearranged.

                                   LITTLE AL
                         Bruce?

               All around LITTLE AL sees evidence of TARGET PRACTICE,
               STRANGE DEVICES and SMALL EXPLOSIONS.  There's the LINCOLN
               CONTINENTAL with BLOOD POOLED ON THE SEAT.

               He follows BLOOD DROPLETS up the wooden stairs that lead to
               BRUCE's apartment. The door hangs slightly ajar. LITTLE AL
               pushes it open and enters.

               INT. THE BAT-MAM'S LAIR - MORNING

               BRUCE's apartment has been TRANSFORMED into a crime fighting
               command center.

               There's a HUGE FLOW chart describing Gotham's crime
               organizations, people's names, rank, jobs and police
               involvement.

               Pictures of LOEB and ESTRADA hang from the wall with duct
               tape. Crime fighting gear lays piled on the tables (and is
               that CHI-CHI's paper department store bag of money?).

               In a series of metal lockers we can see the progression of
               BRUCE's suits, belts, weapons and disguises. Some broken.
               Many caked with blood.

               LITTLE AL finds THE BAT-MAN lying UNCONSCIOUS ON THE FLOOR.

               He's lost a lot of blood.

               INT. THE BAT-MAN'S LAIR - HOURS LATER

               BRUCE comes around in his bed. His eyes flutter and then snap
               open. He's momentarily confused.

               LITTLE AL sits nearby drinking a coffee.

                                   BRUCE
                         You... didn't call the police?

                                   LITTLE AL
                         Nope.

               BRUCE looks at his bandages. Not a bad job at all. He tries
               to sit up. Too painful.

                                   LITTLE AL
                         Settle down boy, let me tell you
                         something. I seen a lot of people
                         get cut all to pieces in the
                         jungle. And after, I seen even more
                         come home all cut up on the inside.
                         Now, they trained me to heal a man
                         on the outside with bandages and
                         thread. But there ain't nothing
                         anyone can do for those wounds on
                         the inside. You just stay the hell
                         out of the way and hope they sort
                         it out for themselves. I've been
                         wondering when you were going to go
                         off. But this? This is something
                         else.
                             (beat)
                         You know it's a lucky thing we're
                         the same blood type.

               LITTLE AL holds up his arm. He's got a transfusion hose going
               from it into BRUCE.

                                   LITTLE AL (CONT'D)
                         If we weren't, I'd have HAD to take
                         you to the hospital. And they would
                         have thrown your ass in Arkham
                         Asylum.

               INT. AKKHAM ASYLUM - AFTERNOON

               GORDON follows an orderly through the large, time-worn
               Victorian building.

               Strange sounds emanate from doors lining the hallways —
               WHIMPERING. GIGGLING. SOBBING.

               A pair of ORDERLIES pass wheeling a young, very pale man in a
               straight jacket. He has green-ish hair.

                                   ORDERLY #1
                             (laughs)
                         You're joking.

               GORDON watches them go by before knocking on an office door
               marked, "Dr. Patricia Holcomb, MD, Ph.D. Director.'

               INT. PATRICIA HOLCOMB'S OFFICE - AFTERNOON.

               Patricia Holcomb is a handsome woman reaching early middle
               age with all the dignity that could be expected of someone
               who spends their lives surrounded by the criminally insane.

                                   GORDON
                         Thank you for seeing me doctor. 
                         I'll try not to take up much of
                         your time.

                                   DOCTOR HOLCOMB
                         Not at all detective. I've been
                         following your vigilante case with
                         some interest. An intriguing mind. 
                         I look forward to hosting it, if
                         that's possible.

                                   GORDON
                         You say that as if you don't think
                         we're going to catch him.

                                   DOCTOR HOLCOMB
                         I'm not sure you can, not alive
                         anyway. I've read the files you
                         sent over. They describe a man who
                         inhabits a delusional world of
                         great danger and violence.

                                   GORDON
                         Danger and violence. Sounds about
                         right for the East End.

                                   DOCTOR HOLCOMB
                         Ah, but this mind inhabits a world
                         more horrible than the East End.
                         A world so threatening and
                         dangerous that it's had to create a
                         new persona, a new IDENTITY to
                         cope.

                                   GORDON
                         This guy's become a demon in order
                         to fight his demons.

                                   DOCTOR HOLCOMB
                         Exactly. Now, normally this kind of
                         delusion represents the terminal
                         stage of a suicidal psychosis.

                                   GORDON
                         He's trying to kill himself?

                                   DOCTOR HOLCOMB
                         Yes and no. Something is keeping it
                         going. A quest or a mission of some
                         sort. Much like the crusaders in
                         ancient Europe who were capable of
                         great feats by virtue of their
                         belief or faith.

                                   GORDON
                         You mean flying? X-ray vision?

                                   DOCTOR HOLCOMB
                         Nothing like that I assure you. 
                         More like mothers lifting cars off
                         children during emergencies. Or
                         even monks and Yogis who's faith
                         allows them to do incredible things
                         with their bodies.

                                   GORDON
                         So how do I catch him before his
                         faith does any more "great feats"
                         to the citizens of this city?

                                   DOCTOR HOLCOMB
                         I'm afraid that's your problem
                         Detective. My job is knowing what
                         makes them thick, not what makes
                         them run. I will tell you
                         this though, that mind is starting
                         to enjoy its work. It's capable of
                         anything.

                                   GORDON
                         Come on doctor, what do I DQ? How
                         do I stop him before he kills
                         someone?

                                   DOCTOR HOLCOMB
                         I suppose you strike at the
                         weaknesses. What is this great
                         delusion protecting? It didn't just
                         come into being over night. It
                         started long ago with a young boy
                         being terribly, terribly hurt.

                                   GORDON
                         Huh. Interesting. Thank you doctor.

               GORDON stands to go.

               EXT. ARKHAM ASYLUM, PARKING LOT - MOMENTS LATER

               GORDON, lost in thought, digs for his keys. He's startled by
               JANET SELLING.

                                   JANET SELLING
                         Detective Gordon, Detective Gordon. 
                         Wait up a second. JANET SELLING,
                         Channel One News. Can I have a word
                         with you?

                                   GORDON
                         Sorry, I'm in a rush here.

                                   JANET SELLING
                         It'll only take a second.  I want
                         to ask about allegations of
                         corruption in the precinct. I'm
                         hoping you'll corroborate some of
                         the rumors I've been hearing.

                                   GORDON
                         I really AM in a hurry.

                                   JANET SELLING
                         A hurry to what, chase a mental
                         case? Doesn't it ANGER you that
                         you've been put out to pasture
                         while all through the department
                         corruption is running rampant.

               GORDON SPINS on her, furious. Then catches himself and
               smiles. SHE GOT HIM.

                                   GORDON
                         OK, what do you want to know?

               SELLING smiles and takes out a note pad.

               EXT. GOTHAM JUSTICE BUILDING - NIGHT

               THE BAT-MAN climbs up a black iron DRAIN SPOUT in the rain.
               It's DIRTY, SLIPPERY, DANGEROUS work.
               Gotham City spreads out, glittering and twinkling, far below. 

               INT GOTHAM JUSTICE BUILDING. LOEB'S OFFICE - NIGHT

               LOEB sits in a red leather club chair drinking brandy as
               Mayor NOONE paces the room.

                                   MAYOR NOONE
                         You see Channel One News? They just
                         ran a big police corruption story. 
                         Someone's talking. It's that damn
                         Gordon, I'm telling you.

                                   LOEB
                         We're going to have to take drastic
                         measures with that detective. But
                         right now we've got bigger
                         problems. Our friends on the street
                         are making some seriously unhappy
                         noises about this vigilante.

                                   MAYOR NOONE
                         For Christ's sake, Gillian! Things
                         are slipping into chaos. What's
                         going on around here?

                                   LOEB
                         I don't know, exactly. For now, our
                         boys on the force are keeping our
                         associates calm. But I'd like to
                         meet face-to-face, let them air
                         their concerns, do a little damage
                         control.

                                   MAYOR NOONE
                             (smiles)
                         Sounds like you're talking about
                         one of your parties.

                                   LOEB
                         Yeah, I talked to ESTRADA he'll
                         bring some girls.

                                   MAYOR NOONE
                         All his girls are so — PRISSY.

                                   LOEB
                         Don't worry, I know you like 'em
                         more, umm, assertive. We'll find
                         you a party favor. I'll see to it
                         myself. And by the way, here.

               LOEB tosses a yellow envelope like the one FLASS tried to
               give to GORDON, only fatter, at the mayor.

                                   LOEB (CONT'D)
                         The precinct guys wanted you to
                         have this.

               The mayor flips through it, smiles.

               We pan out the window to —

               EXT. GOTHAM JUSTICE BUILDING – MOMENTS LATER

               A large gargoyle sits hunched on the granite facade of the
               justice building.

               Wrapped in his cape, THE BAT-MAN remains unmoving in the
               cold, pouring rain. Pigeons walk around on the ledge next to
               him, cooing and pecking at bird excrements and smog fallout.

               A wire runs along the ledge leading to a small contact
               microphone attached to the window. THE BAT-MAN grins.

                                   THE BAT-MAN
                             (to self)
                         Oh boy, we've been invited to a
                         party.

               He reels in his contact mic.

               INT. HARVEY DENT'S OFFICE - MORNING

               GORDON bursts in, interrupting.  It's becoming a pattern with
               these two.

                                   DENT
                         What's up Jim. You look terrible.

                                   GORDON
                             (paces the room)
                         My office was ransacked. They were
                         at my apartment too. Broke the
                         locks, tossed the place. They tried
                         to make it look like burglars but I
                         think it was Flass and his crew
                         looking for my file.

                                   DENT
                         I'm not surprised, after that news
                         story, you're likely to be public
                         enemy number one to those guys. In
                         fact, that file MAY be only thing
                         keeping you alive at this point.

                                   GORDON
                         Great, because they FOUND it and
                         they TOOK it.

                                   DENT
                         Here sit down, have some coffee.
                         You got to get out of town,
                         disappear for a while.

                                   GORDON
                         Right, I'll go up to a cabin in the
                         woods and die of multiple,
                         accidental hunting gunshot wounds
                         to the back.

                                   DENT
                         Jesus, calm down Jim. Just take it
                         easy. There has to be something you
                         can do.

                                   GORDON
                         Nope. It's business as usual for
                         me. I play the good soldier, stay
                         low and hunt for my BAT-MAN.

                                   DENT
                         They don't want you to catch the
                         vigilante, they would give you some
                         manpower if they did. And when you
                         capture the guy, they're going to
                         crucify you on the news. This guy's
                         becoming a saint to some people.

                                   GORDON
                         He's a terrorist, Harvey. A
                         DANGEROUS PSYCHOPATH. Who knows how
                         far he'll take his personal war on
                         crime.

                                   DENT
                         Yeah, it's really scary to think
                         how far a guy will go to rid this
                         town of crime.

               DENT meant that as a JAB but GORDON missed it.

               EXT. FRANKLIN STREET - NIGHT

               A limo rolls through the darkened streets.  As it passes
               nasty, SKANKY whores fly into a frenzy. They desperately
               prostrate themselves before the car.

               ALL BUT ONE. She's different. Confident and attractive where
               the others twitch and vamp, PITIFUL and HORRID.

               IT'S SELINA. She's dressed in knee-high black boots, black
               leather pants, a leather halter top.  She wears her wig and
               carries a whip.

               INT. THE LIMO - NIGHT

               LOEB assesses SELINA.

                                   LOEB
                             (to the driver)
                         That one.

               And the next thing you know SELINA is inside — 

               INT. LOEB'S MANSION. MASTER BEDROOM - NIGHT

               LOEB lives in a beautiful, old-world mansion, one of the many
               benefits he's received from his long career of graft.

               SELINA lies on his FOUR POSTER BED in his tacky mirror-and
               silk bedroom.

                                   LOEB 
                         Make yourself at home darling. I
                         have some business to attend to,
                         then I'll introduce you to a good
                         friend of mine. He's eager to meet
                         you.

               The moment LOEB leaves, descending the grand staircase,
               SELINA dumps her purse on the bed — cuffs, whips, rubber ball
               and a SMALL CAMERA with a long TRIGGER CORD.

               She finds a hiding place for the CAMERA and strings the CORD
               under the headboard.

               Then she casually begins to case the place — turns over the
               CERAMICS to read the brand, checks out the SILVER HAIR BRUSH.

               She grabs a SATIN PILLOW CASE and fills it with loot.

               She peeks through a gilded door it leads to a staircase.
               Intrigued, SELINA descends to another door that leads to —

               INT. LOEB'S PRIVATE STUDY -  NIGHT

               SELINA cautiously enters the room.

               INT. LIVING ROOM. LOEB'S MANSION - NIGHT

               Off-duty cops and gangsters party with ESTRADA's exotic
               looking whores. Drugs in high piles cover silver platters.
               ESTRADA talks to FLASS by a lion statue. Beautiful women bear
               trays with expensive liquor.

               LOEB makes his entrance, followed by Mayor NOONE.

               LOEB's guests stand as he takes a glass and clinks it.

                                   LOEB
                         Gentlemen I've brought a guest with
                         me this evening. Mayor NOONE would
                         like to express his gratitude for
                         the civil way you've all conducted
                         your business these last few years. 
                         Isn't that right mayor?

                                   MAYOR NOONE
                         Yes, indeed. I am very grateful for
                         the restraint you've shown by
                         keeping your businesses localized
                         to your own, umm, areas of
                         expertise and I would like to
                         pledge to you all —

                                   LOEB
                             (interrupting)
                         All right, fine.  Down to business.

               LOEB takes a seat in a big leather club chair by the fire.

               NOONE looks around for a chair, finds none and wanders over
               towards the BAR.

               But unbeknownst to the party, one more person is in
               attendance. He's —

               EXT. OUTSIDE IN THE BUSHES - NIGHT

               THE BAT-MAN has his contact microphone attached to the window
               of the living room. He listens intently to the conversation
               taking place inside -

               INT. LIVING ROOM. LOEB'S MANSION - NIGHT

               LOEB holds forth, the center of attention.

                                   LOEB
                         Our topic of discussion this
                         evening: THE BAT-MAN.

               A MURMUR goes through the gangsters. While nearby in —

               INT. LOEB'S STUDY - NIGHT

               SELINA roots around. She checks out STATUES, lifts CARPETS,
               tosses the odd GOLD CIGAR CLIPPER into her PILLOW CASE.

               INT. LIVING ROOM. LOEB'S MANSION - NIGHT

               LOEB continues —

                                   LOEB
                         Gentlemen I know THE BAT-MAN has
                         caused some problems for our
                         operations. But his activities must
                         be kept in proper perspective. He
                         is an annoyance, nothing more. A
                         temporary fly in a very rich
                         ointment.

                                   GANGSTER #1
                         Are you CRAZY? Do you know how many
                         of my boys that PSYCHO has
                         hospitalized?

                                   GANGSTER #2
                         It is absolutely preposterous that
                         you would even think about leaving
                         this nut case to ruin our
                         businesses like this. After what
                         he's done to our OPERATIONS.

               Meanwhile, SELINA continues to rifle through — 

               INT. LOEB'S STUDY. LOEB'S MANSION - NIGHT

               She's made her way into the DESK DRAWER.

               She finds CASH, a SILVER PLATED GUN, a SAFE DEPOSIT BOX KEY.
               Some PAPERS grab her attention — GORDON'S.

               She reads a little bit, finally she just dumps the whole
               drawer, PAPERS and all, into the PILLOW CASE.

               INT. LIVING ROOM. LOEB'S MANSION - NIGHT

               The arguing continues.

                                   LOEB
                         Think of the big picture. Sooner or
                         later, we'll get lucky and someone
                         will put a bullet in this nut.
                         Until then, the media love him. He
                         gives the impression that the city
                         is getting safer.

               The men, starting to catch his drift, nod.

               EXT. OUTSIDE IN THE BUSHES - NIGHT

               THE BAT-MAN has heard all he cares to hear.

               He's about to crash the party with the HAND GRENADE he holds
               in his fist — two inches from his mouth dangles its circular
               pin.

               Suddenly his head snaps to the side. He's heard something
               that we haven't. He's not at all pleased.

               Close up shot of the pin being replaced.

               INT. LIVING ROOM. LOEB'S MANSION - NIGHT

               The conversation continues.

                                   LOEB
                         This 'war on crime' forms the
                         perfect cover for our operations.
                         We don't want to jeopardize them
                         now that the money is really
                         starting to pour in.

               Shouts and stomping feet interrupt LOEB's appeal.

               INT. LOEB'S STUDY - NIGHT

               Three armed security guards burst into the room and catch
               SELINA, red handed trying to pry open a locked cabinet. She's
               tripped an alarm.

               SELINA turns and without missing a beat assumes a regal air.

                                   SELINA
                         How DARE you enter without
                         knocking.

               The men look confused as she approaches.

               Once she is close enough to the guards, she whips off her
               leather belt and —

               CRACKS

               — the first one across the face with the buckle, knocking his
               gun free.

               Then — 

               RIPS

               — her long nails across the second's face.

               INT. HALLWAY OUTSIDE LOEB'S STUDY - NIGHT

               Three more guards rush toward the door, GUNS DRAWN.

               INT. LOEB'S STUDY - NIGHT

               They burst in to find SELINA securing the two guards together
               in a very complicated and painful looking way with her belt.

                                   SELINA
                         Hello, my miserable little pets.

               But these guards aren't falling for it — 

               BAM! BAM! BAM! BAM!

               — they open fire.

               SELINA dives behind the desk. Bullets rips into the antique
               mahogany.

               The dust settles. The guards LAUGH and move in for the kill.

               When suddenly —

               CRASH!

               A BLACK LINCOLN CONTINENTAL SMASHES into the study, taking
               out a wall of WINDOWS.

               CHAOS.  CONFUSION.  GUNFIRE.  SHOUTS.

               The back end of the LINCOLN FISHTAILS, demolishing the
               antique DESK and two GUARDS.

               The front end of the LINCOLN SCREECHES to a stop, a WHEEL an
               inch from SELINA's face.

               The DOOR of the LINCOLN SWINGS OPEN.

               SELINA looks up, stunned to see THE BAT-MAN standing up
               through the moon roof of the car. He holds a BLACK TUBE.

               A security guard levels his UZI at the pair but before he can
               get off a shot —

               THANG

               — he's hit in the chest with two BRASS PARTS attached to THIN
               COPPER WIRES.

               The wires lead to a massive, dripping BATTERY in the car.

               The guard FLINCHES and FOAMS AT THE MOUTH from the effects of
               the PRIMITIVE TAZER.

                                   THE BAT-MAN
                             (to SELINA)
                         Get in!

               She does.

               TIRES SQUEAL.

               THE BAT-MAN tosses a GRENADE past her into the STUDY GRENADE
               CLACKS across the FLOOR, emitting a sharp, accelerating
               SIGNAL.

               This ain't no smoke bomb.

               EXT. FRONT LAWN. LOEB'S MANSION - NIGHT

               The heavy LINCOLN CONTINENTAL sends rooster tails of
               expensive, manicured lawn high in the air.

               From all directions security guards open fire with shotguns,
               pistols and uzis.

               They rake the car with bullets.

               INT. THE BAT-MAN'S LINCOLN CONTINENTAL - NIGHT.

               SELINA freaks out as bullets CLINK and CLANK around her,
               bouncing off sinister looking canisters strapped in the area
               where the back seat should be.

                                   THE BAT-MAN
                         Keep low and cover your ears.

               SELINA gives THE BAT-MAN an incredulous look then does
               exactly what he says as outside on the —

               EXT. FRONT LAWN. LOEB'S MANSION - NIGHT

               KA-BLAM!

               THE BAT-MAN's grenade goes off sending a fireball out of
               several window and shattering many more.

               FROM THE FIRE leaps ESTRADA and FLASS, GUN BLAZING.

               Behind him stumbles COMMISSIONER LOEB, desperately trying to
               pat down his burning HAIR, and Mayor NOONE, just plain
               stunned.

               ONE BULLET cuts a bloody STREAK across BATMAN'S shoulder. He
               pays it no heed.

               SELINA stares at him. A little turned on.

               The LINCOLN bounces through a wrought iron fence and onto the
               tree-lined road.

               Seconds behind it, a pair of white limos give chase.

               Out on the dark road the LINCOLN CONTINENTAL is almost
               invisible, driving at ridiculous speeds without headlights.

               INT. THE BAT-MAN'S LINCOLN CONTINENTAL - NIGHT

               THE BAT-MAN, drives with crude home-made night-vision goggles
               while SELINA appraises the man next to her.

               Slowly she makes a hand gesture as if she were picking up the
               phone. With her thumb and pinky she puts the imaginary
               headset to her mouth.

                                   SELINA
                         Hello mom. I've met a guy. I think
                         I'm in love.

                                   THE BAT-MAN
                         I'm taking you to prison for the
                         murder of a police officer.

               THE BAT-MAN cuffs her to the dashboard. She's shocked.

               INT. PURSUING LIMO - NIGHT

               The security guards call for assistance on the radio.

                                   SECURITY GUARD #1
                         We need a road block on Bridge road
                         at the junction of Highway 6. Do
                         you copy.

               From the radio—

                                   SHERIFF
                         This is the Gotham Sheriff's
                         Department. I copy, we're on our
                         way.

               Meanwhile —

               INT. THE BAT-MAN'S LINCOLN CONTINENTAL - NIGHT

               THE BAT-MAN listens to the transmission on his own radio.

                                   THE BAT-MAN
                         Hold on.

               SELINA braces herself as he wrenches the steering wheel. The
               darkened LINCOLN SWERVES to a stop in the woods.

               Out on the road, both pursuing limos rip past doing lO0 mph.

               INT. PURSUING LIMO - NIGHT

               It's a windy,  tree lined road through the forest.

                                   SECURITY GUARD #1
                         Is he there yet?

                                   SHERIFF
                             (From the radio)
                         We're in position but he hasn't
                         shown up.

                                   SECURITY" GUARD #1
                         He should be on you any second.
                         We're right behind him. Be ready. 
                         OH SHIT!

               As the limo rounds the a corner it's greeted by two cop cars
               forming a ROADBLOCK.

               The driver desperately CUTS THE WHEEL but it's too late. The
               big car SKIDS sideways and SMASHES into the cops.

               The second limo SLAMS into the first.

               Cops DIVE for cover. GLASS AND HUBCAPS go everywhere.

               Slowly the doors open and dazed security guards get out of
               the crumpled cars.

                                   SECURITY GUARD #1
                         Where the hell did he go?

               Everyone stops and turns to look up the road at THE BAT-MAN's
               Lincoln Continental as it slowly approaches the crash site.

               Suddenly — BAM!

               — super high-powered KLEIG LIGHTS shine forth from the
               Lincoln.

               The men cover their eyes, temporarily BLINDED, as the ominous
               black car accelerates into the wrecked cars.

               Its heavy bumpers sink into the doors of the cop cars and
               grind them backwards and out of the way.

               Some of the cops and security guards regain their wits and
               open fire with their pump action shotguns and uzis.

               INT. THE BAT-MAN'S LINCOLN CONTINENTAL - NIGHT

               A giant gloved fist pounds a series of heavy-duty switches
               bolted onto the dashboard.

               Both sides and the rear of the car erupt — BLAM! BLAM! BLAM!
               — road spikes -

               FOOH! FOOH! — smoke -

               SPLASH! — oil -

               CRACK! CRACK! — and tire-puncturing darts.

               The gunmen stagger back, punctured, pierces and slimed by the
               cannonade.

               The Lincoln lays a generous TIRE PATCH as it accelerates,
               down the wooded road.

               Behind it the stabbed and oil-covered men can do nothing but
               watch, stunned as the Lincoln disappears into the darkness.

               INT. THE BAT-MAN'S LINCOLN CONTINENTAL - NIGHT

               Click.  Click.  And SELINA is out of the cuffs. THE BAT-MAN,
               surprised, looks over.

                                   SELINA
                         Handcuffs? What were you thinking?
                         I'm a handcuff expert.

               He reaches for her but she's already slipped out the door.

               EXT. WOODED ROAD - MOMENT LATER

               SELINA rolls in the ditch at THE BAT-MOBILE skids to a stop a
               few hundred feet up the road.

               SELINA takes off into the woods.

               She runs through with a natural animal grace, leaping fallen
               trees, ducking branches, moving silently.

                                   THE BAT-MAN (O.S.)
                         Give it up SELINA.

               SELINA spins around looking for the source of the voice.

               Then breaks into a serious sprint.

               She runs all out through the woods, leaps a stream, scrambles
               an embankment, then out into a clearing. She's really moving
               when —

               SMASH

               — she's tackled by THE BAT-MAN. He pins her down in the wet
               grass.

                                   THE BAT-MAN (CONT'D)
                         You didn't really think you could
                         run from me, did you?

               She struggles. Takes a swipe with her claws but he's ready
               for her and easily dodges.

                                   THE BAT-MAN (CONT'D)
                         I'm taking you in. I will not allow
                         murder, not even for revenge.

                                   SELINA
                         Whoa, slow down.
                             (starts to have fun with
                              the situation)
                         I didn't kill that bastard,
                             (shows her fingernails)
                         I just prettied him up a little.

               She takes his gloved hand off her shoulder and admires the
               bat-shaped brass knuckles.

                                   SELINA (CONT'D)
                         Nothing you haven't done.
                             (pouts, smiles)
                         I'm innocent.

                                   THE BAT-MAN
                         You hit the... GARAGE MECHANIC. 
                         The cop is dead.

                                   SELINA
                             (pissed)
                         I didn't kill him.

                                   THE BAT-MAN
                             (deflates)
                         Then it was the GARAGE MECHANIC?

                                   SELINA 
                             (shakes her head, pities
                              him)
                         No. CHI-CHI came in as I was
                         marking CAMPBELL. HE killed him.
                         Said the scumbag cop had taken
                         enough of his money. He was going
                         to kill me too.
                             (sighs)
                         He had me pinned, was trying to cut
                         my wrists with that switchblade of
                         his. Wanted it to look like murder
                         suicide. But HOLLY showed up. We
                         fought.
                             (gestures to her cheek)
                         I gave him a nice little something
                         to remember me by and got the hell
                         out of there.  I figured you could
                         take care of yourself
                             (beat)
                         GARAGE-BOY.

                                   THE BAT-MAN
                             (surprised)
                         How did you...

                                   SELINA 
                         Darling, in my whole life, I've
                         only met one REAL man. I'm not
                         about to forget his eyes.

               She draws the leather-gloved hand to her mouth and bites a
               finger.

                                   THE BAT-MAN
                         You're not going to knock me out
                         again are you?

               SELINA pulls off his glove.

               EXT. THE WAREHOUSE. UPHOLSTERY DISTRICT - DAWN

               The mangled LINCOLN pulls to the curb on an empty street.

                                   SELINA
                         I have this bad feeling that the
                         only way I'm ever going to see you
                         again is if I continue my life of
                         crime.

                                   THE BAT-MAN
                         I wouldn't recommend that. You
                         didn't do so well on your debut.

                                   SELINA
                             (gets out)
                         Yeah, well, practice makes perfect,
                         right?

                                   THE BAT-MAN
                             (holds the pillowcase)
                         Aren't you forgetting something.

                                   SELINA
                         Keep it  There's something in there
                         I think you'll find interesting.

               She walks off shaking her money-maker.

               INT. BRUCE WAYNE'S APARTMENT - DAY

               BRUCE's apartment is now jam-packed with crime fighting
               equipment. He reads GORDON'S FILES intently at his cramped
               desk.

                                   LITTLE AL
                             (holds the pillowcase)
                         Doing some redecorating? Funny, I
                         never had you pegged as a satin
                         pillow type of guy.

               BRUCE reads a paper and puts it into a home-made photo
               machine. Pop goes a flash and out slips a microfilm, he adds
               it to a little pile.

                                   BRUCE
                             (distracted, reading
                              another)
                         This changes everything.

                                   LITTLE AL
                         Well, if you can take a break from
                         your homework for a minute, I've
                         got something to show you.

               LITTLE AL jerks the plug on BRUCE's machine. BRUCE looks up.

               INT. BIG AL'S OFFICE - DAY

               LITTLE AL is again looking around in BIG AL's desk. After
               some searching he retrieves another key. It fits a door at
               the far end of the room.

                                   LITTLE AL
                             (smiling)
                         Come on.

               LITTLE AL leads BRUCE through the door and to a dark and
               dusty stairwell winding down into the —

               INT. UNDERGOUND CHAMBER. BELOW LITTLE AL'S GARAGE - DAY

               LITTLE AL throws a heavy Frankenstein-style switch flooding
               an immense brick chamber with light.

               From the high, arched ceiling hang bare bulbs, tangled pipes,
               winches and chains. Industrial lathes, drills and presses
               line the walls. All covered in dust.

               The terminus of a rusted train track lies on the floor.

                                   LITTLE AL
                         BIG AL bought this place form the
                         Wayne Corporation. Used to be a
                         repair shop for the trains. Back in
                         the day, Wayne Corp built a lot of
                         the infrastructure for Gotham City—
                         water systems, electrical, sewers.

               BRUCE walks around, soaking it all in.

                                   LITTLE AL (CONT'D)
                         This place connects to the access
                         tunnels. It's like a maze back in
                         there. Runs all under the entire
                         city. It's kind of spooky.

               BRUCE turns to look at LITTLE AL. BLOWN AWAY.

                                   LITTLE AL (CONT'D)
                         Yeah, I thought you might like it.

               A rat squeaks by.

               INT. GOTHAM JUSTICE BUILDING. LOEB'S OFFICE - DAY

               LOEB berates GORDON.

                                   LOEB
                         Jesus Christ!  I tell you to do one
                         simple thing, catch some freak in
                         tights. What's wrong with you?

               LOEB wears a hat to cover his burnt hair.

               INT. THE WAREHOUSE. UPHOLSTERY DISTRICT - DAY

               SELINA sits amidst a pile of leather and sewing materials.
               She snaps razor blades with a pair of pliers making little
               triangles. Then, she sinks one of the small, metal triangles
               into some kind of epoxy under her fingernail.

               SELINA holds her hand up to HOLLY —

                                   SELINA
                         What do you think?

               - razors line the underside of each fingernail.

               HOLLY is horrified.

               INT. GOTHAM JUSTICE BUILDING. SITUATION ROOM - DAY

               The hunt for THE BAT-MAN has been kicked into high gear.
               GORDON has,a dozen cops working with him now. His cramped
               office has been replaced with a full-sized situation room.

                                   MERKEL
                         Do we have a spot set for tonight,
                         sir?

                                   GORDON
                             (puts down some papers)
                         Not yet.

               GORDON consults a map.

               EXT. EAST END SIDEWALK - NIGHT

               A well dressed MAN, WOMAN and a SMALL BOY walk hand-in-hand
               through a bad part of town. A thug follows them.

               THE BAT-MAN watches from a nearby rooftop.  But he does
               nothing as the man gets closer and pulls out a gun.

               THE BAT-MAN watches the guy grab the woman's purse.

                                   WOMAN 
                         Help! Help! My purse!  Help!

               Still THE BAT-MAN does nothing.

               The mugger wrenches the purse free and takes off running down
               the empty street.

               Watching from —

               INT. GORDON'S CRAPPY CAR - NIGHT

               GORDON jabs out a MARLBORO, frustrated —

                                   GORDON (INTO RADIO)
                         That's it, meet back at
                         headquarters in 30 minutes.

               - lights another one.

               EXT. EAST END SIDEWALK – NIGHT

               Up and down the street homeless people shuffle out from
               behind dumpsters, get in unmarked cop cars and drive off.

               The couple and child head for a car. GORDON stops to thank
               them. He squats down, tussles the SMALL BOY'S hair.

                                   GORDON 
                         Good work son.

               The pair take off. GORDON, alone now, walks back to his car.

                                   THE BAT-MAN (O.S.)
                         I can help you get what you want.

               GORDON freezes. Turns slowly.

               THE BAT-MAN stands hidden in shadows just inside the alley.

               GORDON puts his hands out like he's trying to calm a lost
               kitten.

                                   GORDON
                         OK. We can talk. How about down at
                         the station?

                                   THE BAT-MAN
                         No. You don't understand.

                                   GORDON
                             (easing his gun out)
                         You know you're on a suicide
                         course, right? I'll get you some
                         help. They'll kill you otherwise.
                         Believe me.

                                   THE BAT-MAN
                         Please. Don't. It doesn't have to
                         be like this.

               GORDON, facing THE BAT-MAN now, close, has his gun leveled at
               THE BAT-MAN'S chest.

               GORDON goes for his cuffs. THE BAT-MAN slaps the gun out of
               his hands.

                                   THE BAT-MAN (CONT'D)
                         You fool. You idiot.  Don't you
                         see?

                                   GORDON
                         NOW!

               A TRAP WITHIN A TRAP!

               Four uniform cops come out of hiding.

                                   UNIFORM COP #1
                         Freeze! Put your hands up.

               THE BAT-MAN looks over, then pounces on GORDON. His hands
               FUMBLE AROUND ON GORDON'S JACKET. As the cops move to
               encircle him.

                                   UNIFORM COP #2
                             (into a radio)
                         We've got THE BAT-MAN at TRAP
                         LOCATION ALPHA.

               THE BAT-MAN finally heaves GORDON through the air at the
               cops. He lands, head first, sprawling into the cops and
               knocking about half of them off their feet.

               THE BAT-MAN makes a break for it. Cops open fire — BAM!  BAM! 
               BAM!

                                   GORDON
                             (only half conscious)
                         HOLD YOUR FIRE!

               THE BAT-MAN takes a slug in the thigh but makes it into an
               ABANDONED tenement.

               The cops come to GORDON'S side.

                                   UNIFORM COP #1
                         Jeez, are you all right? Why didn't
                         you give the signal sooner?

                                   GORDON
                             (rubs his bleeding head)
                         I had to be sure.

               The UNIFORMED COPS help GORDON to his feet.  His head is
               bleeding badly.

               Cruisers start to show up. MERKEL arrives with an UNIFORMED
               COP. Together they begin sealing off the area.

               FLASS pulls up and gets out of his car waving at the SWAT to
               park by the ABANDONED TENNEMENT.

               An ambulance driver tries to tend to GORDON'S injuries.

                                   GORDON (CONT'D)
                         Get off me.

               GORDON is more concerned about the SWAT VAN unloading men.

                                   GORDON (CONT'D)
                         This is my collar, my case. I'm in
                         charge here. We DO NOT need your
                         help.

                                   SWAT COMMANDER
                         I guess you can talk to
                         Commissioner Loeb about that,
                         Gordon. Here he comes now.

               SWAT COMMANDER points to a POLICE HELICOPTER on the horizon.
               From this distance you can just make out the fire bombs
               hanging below it like lures on a fishing line.

               INT. ABANDONED TENNEMENT - NIGHT

               THE BAT-MAN is in the LOBBY of what was once a transient
               hotel  He collapses against the check-in counter.  He wraps
               duct tape around the badly bleeding wound in his thigh.

                                   THE BAT-MAN
                         Lucky.

               THE BAT-MAN gets up. Trying the leg.

                                   THE BAT-MAN (CONT'D)
                         Ignore the pain.

               He limps up the stairs as fast as his injured leg will allow.

               INT. POLICE HELICOPTER - NIGHT

               Commissioner LOEB yells at the CHOPPER PILOT -

                                   LOEB
                         Drop it, drop it.

                                   CHOPPER PILOT
                         Sir, we need clearance. There may
                         be people in there.

                                   LOEB
                         No one is in there but that psycho.

               LOEB reaches over and slaps a button labeled "Incendiary
               Release".

                                   LOEB (CONT'D)
                             (sits back)
                         I'll take full responsibility.

               Below the POLICE HELICOPTER, a dark object falls —

               INT. ABANDONED TENNEMENT - AT THAT MOMENT

               THE BAT-MAN bursts onto the roof and looks up at the falling
               bomb.

                                   THE BAT-MAN
                         Too late.

               THE BAT-MAN throws himself back inside and leaps the railing.

               FOOM! — the fire bomb goes off behind him.

               THE BAT-MAN falls just ahead of debris from the explosion. He
               hits the floor, HARD, and rolls under the staircase as half
               the building collapses around him.

               He's bleeding badly, partially blind, groggy.

                                   THE BAT-MAN (CONT'D)
                         Don't pass out.

               THE BAT-MAN removes a syringe, labelled "stimulant", from his
               ammo belt and injects the needle into his biceps.

               His eyes come alive again: GRIM DETERMINATION.

               Everything is on fire. THE BAT-MAN wraps himself with his
               cape. The building threatens to come down around him.

               Dying homeless people scream in the fire.

                                   THE BAT-MAN (V.O.) (CONT'D)
                         Can't help them. Must find shelter.

               THE BAT-MAN breaths through his cape as he crosses the lobby,
               to a STEEL DOOR bearing the words "Danger! 20,000 volts".

                                   THE BAT-MAN (V.O.) (CONT'D)
                         Steel door, might be enough to
                         protect me. Provided the warning is
                         a lie.

               He picks the lock and slips through.

               EXT. ABANDONED TENNEMENT - NIGHT

               The POLICE HELICOPTER lands. LOEB gets out looking pretty
               pleased with himself. He slaps FLASS on the shoulder.

                                   GORDON
                         That building wasn't cleared. You
                         hear that? That's the sound of
                         people DYING!

               Screams emanate from the building. Its upper floors are
               completely consumed in flame.

                                   LOEB
                         Guess that's the cost of doing
                         business.

               GORDON is about to take a swing at LOEB but MERKEL steps
               between the men.

                                   MERKEL
                         Sir, you're bleeding pretty bad.
                         Let's get your head looked at.

                                   GORDON
                             (pushes around MERKEL)
                         Later.

                                   MERKEL
                             (holds him)
                         NOW!
                             (beat)
                         Sir.

               MERKEL looks at LOEB with disdain.

                                   MERKEL (CONT'D)
                         You don't want to do anything RASH.

                                   LOEB
                         Yeah, time for you to go Gordon.

               Just then a section of the roof collapses. Sparks fill the
               night sky.

                                   LOEB AND FLASS
                             (together)
                         Oooh. Aaaah.

               GORDON, disgusted, leaves LOEB and FLASS to watch the fire. 

               EXT. ABANDONED TENNEMENT - LATER

               Fire trucks shower the now smoldering building with water as
               the SWAT team goes in to search for survivors.

               INT. ABANDONED TENNEMENT - MOMENTS LATER

               The smoke has settled a little bit.

               SWAT COMMANDER and his SWAT TEAM enters the half-collapsed
               building as a well-oiled machine, covering each other and
               moving as a single, disciplined organism.

                                   SWAT COMMANDER
                         No prisoners, Commissioner's
                         orders.

               The SWAT TEAM enters the lobby. The top floors have collapsed
               down the staircase filling the area with rubble. The elevator
               shaft is piled with debris. Water pours from the ceiling.

               The SWAT TEAM finds the STEEL DOOR. They toss in CONCUSSION
               GRENADES — BOOM! BOOM!

               Sections of the LOBBY floor jump, then sag and splinter from
               the explosions. Creaking sounds fill the LOBBY.

                                   SWAT GUY #1
                         This place is barely standing, sir.

                                   SWAT COMMANDER
                         Shut up. SQUAD ONE, stay here.
                         SQUAD TWO, with me.

               The SWAT COMMANDER and SQUAD TWO go below to the —

               INT. ABANDONED TENMEMENT. BASEMENT - NIGHT

               The grenades have destroyed the superintendent's basement
               apartment and blown a hole through the ceiling over his SMALL
               BATHROOM.

               The puzzled men look around. Then SWAT GUY #1 points to the
               collapsed chimney.

                                   SWAT GUY #1
                         He must have kicked through...

               Smoking gas canisters — CLINK, CLINK — fall out a hole in the
               chimney.

               INT. ABANDONED TENNEMENT. LOBBY - NIGHT.

               Upstairs, in the LOBBY, the crumbling brick above a fireplace
               explodes, showering SQUAD ONE.

               THE BAT-MAN pounces from his hiding place in the chimney —

               SMACK! CRACK! CRUNCH!

               — he savages the armored men.

               The cramped basement apartment is filling with smoke.

                                   SWAT COMMANDER
                         Gas  masks! Cough, cough.

               The men fumble for their masks.

               INT. ABANDONED TENNEMENT. LOBBY - NIGHT

               All around the lobby lies SQUAD ONE, unconscious. THE BATMAN
               kicks the steel door shut and RE-CLASPS THE LOCK, then climbs
               over the debris and up the elevator shaft.

               EXT. ABANDONED TENNEMENT - NIGHT

               The police have barricaded the area with cars, ambulances,
               fire trucks and situation vans. Helicopters circle overhead.

               INT. ABANDONED TENNEMENT. BASEMENT - NIGHT

               SQUAD TWO opens fire at the lock on the STEEL DOOR.

               INT. ABANDONED TENNEMENT. ELEVATOR SHAFT - NIGHT

               The reinforced ELEVATOR SHAFT rises a few feet above the
               debris of the top floors. Crouched in the shadows, THE BATMAN
               scopes out the snipers and choppers with binoculars.

               PE-ANG! — a sniper's bullet ricochets off brick near his
               face.

               THE BAT-MAN ducks and pulls a very detailed UNDERGROUND MAP
               from his ammo belt.

               INT. ABANDONED TENNEMENT. LOBBY - NIGHT

               SWAT COMMANDER kicks the steel door open, rips off his mask.

                                   SWAT COMMANDER
                         What the hell is going on here?

               His men look at him in confusion. Half of them writhe on the
               floor, bleeding.

                                   SWAT COMMANDER (CONT'D)
                         Get these men out of here.
                             (Listens to radio)
                         Snipers got him in the elevator
                         shaft.
                             (points)
                         You two cover the shaft. You, over
                         there. You, come with me.

               The SWAT TEAM takes up positions in the lobby as the wounded
               men are dragged from the building.

               EXT. ABANDONED TENNEMENT - NIGHT

               GORDON watches the scene outside the building while 
               paramedics work on the wounds THE BAT-MAN inflicted.

               SWAT GUYS approach GORDON'S ambulance, one carries the other.

                                   SWAT GUY #2
                         You let this man die, I'll have
                         your ass.

               A couple of paramedics get to work on the unconscious man.

                                   GORDON
                         What's going on in there?

                                   SWAT GUY #2 
                         He's an animal — a wild beast.

               The medics finish with GORDON.

                                   MEDIC
                         I've given you about 35 stitches
                         for that gash on your head. Try to
                         keep it dry.

               The medic hands back GORDON'S jacket. Something has been
               stuffed in his breast pocket. Puzzled, GORDON finds BRUCE'S
               microfilm. Holding it up to the light, his jaw drops open

                                   GORDON
                         I'll be a son of a...

               Behind him, FLASS observes GORDON'S discovery.

               INT. ABANDONED TENNEMENT, LOBBY - LATER

               The SWAT TEAM waits nervously holding their machine guns on
               the elevator shaft. Sweat beads on their foreheads.

               INT. ABANDONED TENNEMENT ELEVATOR SHAFT - LATER

               A gloved hand drops a single brick.

               INT. ABANDONED TENNEMENT. LOBBY - LATER

               Nervous SWAT GUYS open fire into the rubble.

               THE BAT-MAN uses the noise and confusion to drop through a
               hole in the ceiling, unseen, onto a SWAT GUY. He pulls back
               the SWAT GUY's helmet and sprays him with mace.

               A second SWAT GUY turns to fire but THE BAT-MAN throws his
               knife into the guy's shoulder. He goes down screaming.

               The whole SWAT TEAM, now aware of THE BAT-MAN, turns and
               opens fire at the moving cape as it streaks across the LOBBY.

               Bullets tear through the cape and into old, brass mailboxes.

               THE BAT-MAN throws himself through the hole where the floor
               has collapsed and lands in a pile of shattered tile and
               mirror.

               He digs into his belt and pulls out several ROUND OBJECTS
               strung together with green cord. Then, holding one end of the
               cord, he flushes them down TOILET.

               Upstairs, the SWAT TEAM, guns poised, peeks over the lip of
               the broken ceiling just in time to get a face full of —

               - exploding plumbing.

               INT. ABANDONED TENNEMENT. BASEMENT BATHROOM - NIGHT

               Outside the BATHROOM door, THE BAT-MAN covers his ears until
               the debris settles.

               Then he's back into the BATHROOM peering into the giant hole
               where the TOILET used to be. He gets on his hands and knees
               and squirms into the wet, slimy hole.

               A half second later SWAT COMMANDER and three SWAT GUYS show
               up to investigate the explosion.

                                   SWAT GUY #2
                         Man, it stinks.

               They shine their lights into the hole.

               INT. GOTHAM SEWERS - NIGHT

               Flashlight beams shine through a hole in a long drain pipe.

               The light reflects off the water and feces-slimed walls as a
               dark figure runs limping away down the pipe.

               A couple minutes later —

               EXT. ABANDONED TENNEMENT - NIGHT

               GORDON watches as the sooty and defeated SWAT team exits the
               building.

               LOEB screams at the SWAT COMMANDER. Spittle flies. Fingers
               jab his chest.

               GORDON smiles as he the microfilm in his pocket and starts
               his car.

               INT. BAT CAVE - LATER

               All the crime fighting equipment from BRUCE's room is now
               downstairs on several long workbenches.

               Up on a giant hydraulic lift the LINCOLN shows its scars from
               earlier — BULLET HOLES, BROKEN WINDOWS, CRUSHED FRONT END.

               LITTLE AL looks up to see a thoroughly shredded BAT-MAN at
               the tunnel entrance to the cave.

                                   LITTLE AL
                         Bruce!

               THE BAT-MAN braces himself against the wall, fighting to stay
               on

               LITTLE AL grabs him before he falls and brings him to a
               workbench covered with medical equipment.

                                   LITTLE AL
                         Off with your friends again I see.
                         When are you going to learn to play
                         nice?

               BRUCE winces as LITTLE AL cleans his wounds.

                                   BRUCE
                         I've got to go. I'm not done.

               LITTLE AL watches BRUCE try to get up. He can't.

                                   LITTLE AL
                         Not tonight, son. You need time to
                         heal.

               BRUCE tries again but can't even get off the bench. He
               collapses back, resigned.

               INT. EILEEN'S BAR - EVENING

               GORDON and DENT smoke and drink at a back booth.

                                   GORDON
                         He risked his life to get me those
                         files.

                                   DENT
                         He could have mailed them.

                                   GORDON
                         Not really his style.  I think he
                         read my files and wanted to be
                         friends, allies, I don't know. He's
                         obviously crazy but he's not the
                         wild animal I thought.

                                   DENT
                         So what are you going to do?

                                   GORDON
                         There was more in those files than
                         just my report — evidence Harvey,
                         it's all laid out.

                                   DENT
                         What kind of evidence?

               GORDON looks at his friend, savoring the moment.

                                   GORDON
                         It's the JACKPOT. It corroborates
                         everything we suspected. Loeb is in
                         bed with the biggest names in
                         Gotham underworld — and we've got
                         his accounting books. It's amazing.

                                   DENT
                         That could never be admissible in
                         court.

                                   GORDON
                         Probably not. At least not all of
                         it. But there should be enough to
                         get ESTRADA at least. And who
                         knows, if we play our cards
                         right...

                                   DENT
                             (interrupting)
                         It's dangerous, Jim. Who knows what
                         they would do if they knew you had
                         those files.

                                   GORDON
                         That's the thing, no one knows. THE
                         BAT-MAN slipped them to me in front
                         of a half dozen officers.
                         No one saw a thing, it was like a
                         reverse pick pocketing.

                                   DENT
                         I think we can make this work.

               GORDON lights a MARLBORO and nods.

               EXT. ESTRADA'S UPSCALE TOWNHOUSE - EVENING

               GORDON, DENT and a dozen uniformed officers crowd the front
               stoop and sidewalk. At the front door, ESTRADA, in a
               bathrobe, holds a subpoena. A dozen half-naked men and women
               stand behind him.

                                   GORDON
                         Is this a bad time for you?

                                   ESTRADA
                         I want to speak with a lawyer.

               GORDON cuffs ESTRADA.

               INT. THE BAT CAVE

               BRUCE, wrapped in numerous bandages, works on a black
               motorcycle

               His HEAD IS SHAVED and crisscrossed with STITCHES. He's in
               bad shape. Even turning a wrench causes pain.

               In the background on TV -

               CHANNEL ONE EYEWITNESS NEWS

               - local TV news shows a red faced LOEB push through a mob of
               reporters to get into his office.

                                   NEWS ANCHOR, BRIAN
                         District Attorney Harvey Dent today
                         announced the arrest and indictment
                         of Carlos ESTRADA on numerous
                         racketeering charges — the
                         commissioner was unavailable for
                         comment.

               The TV shows GORDON leading ESTRADA up the steps of the
               Justice Building.

                                   NEWS ANCHOR, BRIAN (CONT'D)
                         Rumors fly about high level police
                         involvement and possible federal
                         investigations. Jane.

               The TV shows BRUCE'S parents and a YOUNG BRUCE WAYNE.

                                   NEWS ANCHOR, JANE
                         Thanks Jim. Up next, it's been
                         fifteen years since the tragic
                         death of THOMAS WAYNE and the
                         mysterious disappearance of the
                         heir to the Wayne fortune.

               The TV shows old pictures of the GRAND THEATER as a crime
               scene.

                                   NEWS ANCHOR, JANE (CONT'D)
                         We'll go inside Wayne Corporation
                         as it continues its agonizing
                         search for young Bruce Wayne and
                         see if we can't discover what has
                         become of this fortunate young man.

               BRUCE's greasy hand slips off the wrench. It clanks across
               the concrete floor to LITTLE AL's feet.

               LITTLE AL stares at him.

                                   LITTLE AL
                         It's you.

                                   BRUCE
                         No, it's not. That little boy is
                         dead.

                                   LITTLE AL
                         But you can't just...

                                   BRUCE
                             (interrupts)
                         What? WALK away? Do I LOOK like I'm
                         walking away from anything?

               BRUCE gets to his feet and open a locker containing his suit
               and equipment.

                                   BRUCE (CONT'D)
                         I'm making the most my inheritance.

               Slowly, painfully he pulls on his suit.

               INT. ACCESS TUNNEL. SOMEWHERE UNDER GOTHAM CITY - NIGHT

               THE BAT-MAN guns his motorcycle through shallow puddles. Rats
               scurry.

               He stops to check a map. A train rattles past behind a steel
               grate separating his tunnel from the subway.

               He gets off the bike carrying a crow bar. He picks his target
               and SMACKS a grimy junction box with it. The lid clanks to
               the ground exposing an dense tangle of PHONE WIRES.

               From a saddlebag he removes a TELEPHONE HEADSET. It has
               alligator clips where the phone should be.

               He pulls back his mask. He's still bleeding from his wounds.

               He cradles the phone to his ear and clips a pair of wires.
               Listens. Clips another. Listens.

               EXT. SLUICEWAY - NIGHT

               THE BAT-MAN tears out of the oversized sewer pipe on his
               motorcycle and bounces over debris clogging the bed of a
               stream.

               Homeless people recoil.

               INT. GORDON'S APARTMENT. BEDROOM - NIGHT

               It's dark and quiet but something has woken up detective
               GORDON.

                                   THE BAT-MAN (O.S.)
                         Loeb is up to something.

               GORDON looks to the window where THE BAT-MAN forms a massive 
               silhouette against the city nightscape.

                                   THE BAT-MAN (CONT'D)
                         Warn Dent. It's going down tonight
                         but I don't know what it is yet.

               GORDON, turns to get his glasses.

                                   GORDON
                         I think I know a way to find out.

               When he turns back the window is empty, except for a small
               puddle of blood.

                                   ANN
                         What's going on?

                                   GORDON
                         Nothing, Hon. I've got to go to
                         work. That's all.

               GORDON gets out of bed and fumbles for his gun.

               INT. GORDON'S CRAPPY CAR. EAST END - NIGHT

               GORDON cruises the street. Watching the nightlife. Looking. 
               HUNTING

               EXT. RUNDOWN WAREHOUSE DISTRICT STREET - NIGHT

               In the rundown warehouse district GORDON puts the car in park
               and waits in the same spot as before.

               FLASS finally comes out of the low-slung drug lab and we
               catch a glimpse of a very white, clean room and some very
               dirty cops.

                                   FLASS
                         Jesus, what are you cutting this
                         stuff with? Makes me have to piss
                         like a racehorse. Wait for CRAMDEN
                         to get off the CAN and you could do
                         yourself some SERIOUS INTERNAL
                         DAMAGE.

               IN THE ALLEY

               FLASS saunters to a DUMPSTER and proceeds to relieve himself.

                                   GORDON (O.S.)
                         I'll try not to do DO any SERIOUS
                         damage, Flass.

               FLASS WHIRLS, reaching for his PISTOL, BUT GORDON has the
               drop on FLASS, his GUN aimed, his hand steady as a surgeon's.

                                   GORDON (CONT'D)
                         Just enough to keep you out of the
                         hospital.

               FLASS tosses his GUN away.

                                   FLASS
                         What, you gonna SHOOT me, Jiminy?
                         Jiminy fricking CRICKET? You gonna
                         SHOOT me?

               GORDON slides his GUN back into its HOLSTER. In his other
               hand, GORDON casually swings the BLACK AND YELLOW BASEBALL
               BAT.

                                   GORDON.
                         No. I'm not going to shoot you. You
                         and me, we're going have a little
                         ONE ON ONE.

               GORDON playfully slaps the BASEBALL BAT into his open hand.

               FLASS jerks a THUMB in the direction of the HOUSE.

                                   FLASS
                         If I give a SHOUT to the GUYS...

                                   GORDON 
                         Well, then, I WILL shoot you.

               GORDON WHIPS the BASEBALL BAT from hand to hand. Showing off.
               Pausing, calm as an executioner:

                                   GORDON (CONT'D)
                         Otherwise, it's ONE ON ONE. YOU and
                         ME, Flass.

                                   FLASS
                         One on one. Sure. I'll take you on,
                         Jiminy.

                                   GORDON
                         We've gotta play fair. I hear you
                         were a green beret.

                                   FLASS
                         That's right.

                                   GORDON
                         So I guess you deserve a HANDICAP.

               GORDON tosses FLASS the BASEBALL BAT.

               He CATCHES it easily.  FLASS SWAGGERS, SWINGING the BAT from
               side to side. Belligerent. All grins:

                                   FLASS
                         You gotta be KIDDING. You going all
                         KINKY on me, little man?

                                   GORDON
                         Sure I am.

                                   FLASS 
                         You ready for your PUNISHMENT?

                                   GORDON
                         Sure I am.

                                   FLASS
                         THIS is gonna HURT.

                                   GORDON
                         Sure it is.

               WHAM!

               GORDON SMASHES his FIST into FLASS' FACE, then DUCKS, as
               FLASS swings the BASEBALL BAT, missing by a mile -

               WHAM!  WHAM!

               GORDON delivers vicious blows to FLASS' midsection. THE
               BASEBALL BAT FLIES through the AIR, end over end. THEN, a
               SPINNING KICK sends FLASS sprawling. GORDON composes himself.

                                   GORDON
                         Now then. Something's going down
                         tonight, you're going to tell me
                         what it is?

                                   FLASS
                             (laughing)
                         Forget it Gordon. You were in over
                         your head, and now it's over — IT'S
                         ALREADY OVER.

                                   GORDON
                         Fine. Have it your way. I'd like to
                         string you up. But when you took
                         your shot at me, you told your
                         friends to keep me out of the
                         hospital. I suppose I should return
                         the favor.

               GORDON turns to walk away, then spins around —

                                   GORDON (CONT'D)
                         Aww, FUCK it.

               — and kicks the stricken, laughing FLASS in the ribs
               producing a sickening crunch.

                                   GORDON (CONT'D)
                             (finally walking away)
                         And Flass, thanks for showing me
                         what it takes to be a cop in this
                         town.

                                   FLASS
                             (now badly hurt)
                         Be sure to say 'Hi' to ANN for me.

               GORDON instantly understands the full meaning of the threat.

                                   GORDON
                         Oh god!

               He breaks into a run for his car, seconds later he's on the -

               EXT. STREETS OF GOTHAM - DAWN

               The sun is just a pink edge on the skyline as GORDON tears
               ass across town.

               He's taking horrible risks in traffic.

               POWER SLIDES THROUGH A CROWDED INTERSECTION — commuters dive
               for the curb.

               BLOWS THROUGH A RED LIGHT — delivery trucks honk and skid.
               BUMPS OVER TRAIN TRACKS — muffler sparks and tumbles loose.
               He's on the radio —

                                   GORDON
                         I need backup at 1827 Denny Way.

               He SKIDS ONTO THE SIDEWALK —

               —crushes a MAILBOX into his apartment building and BOLTS from
               the car into the front door, gun drawn. Meanwhile —

               INT. PARKING GARAGE. GORDON'S APARTMENT BUILDING - DAWN

               A very pregnant and very hysterical ANN struggles with four
               cops as they try to force her into an SUV. She's kicking and
               screaming. CRYING.

               In the passenger seat sits a stoic LOEB smoking a cigar.

                                   LOEB
                         Nobody wanted it to be this way. I
                         don't want to hurt anyone. It never
                         had to go this far. Your husband
                         just CANNOT take a hint. No matter
                         how hard we BEAT it into him.

               GORDON bursts into the garage, gun drawn.

                                   GORDON
                         Get your FILTHY HANDS off my wife.

                                   ANN 
                         Jim!

               The cops go for their guns. GORDON can't shoot, ANN is too
               close.

                                   GORDON
                         Baby get down!

               The cops OPEN FIRE.

               BLAM! BLAM!

               The shots echo in the garage.

               ANN throws herself down, as she's told.

               BLAM! BLAM!

               GORDON ducks for cover — TOO LATE —  HE'S HIT! The 9mm slug
               SLAMS into his stomach and BLOWS HIM OFF HIS FEET.

                                   ANN
                         Oh GOD, JIM!  BABY!

               But he COMES UP SHOOTING

               BLAM! BLAM!

               DOUBLE HEAD SHOT — blood sprays, one down —

               BLAM! BLAM!

               TWO CHEST SHOTS — a second cop staggers back, stricken and
               shocked —

               BLAM!

               ONE IN THE HIP — third cop spins, but manages to keep his
               feet, until — BLAM! STOMACH SHOT — he crumples.

               The surviving cop, with the help of LOEB, manages to stuff
               the pregnant ANN into the SUV.

               The last COP punches the gas and shoots for the door but THE
               BAT-MAN stands— BLOCKING THE EXIT — in front of his black
               motorcycle.

               The truck ACCELERATES - HE'S GOING TO CRASH THROUGH.

               Instead of getting out of the way, THE BAT-MAN VAULTS OVER
               THE HOOD as the SUV crushes the motorcycle. HE SMASHES feet
               first through the windshield, DRIVING both SPIKED BOOTS into
               the driver's face. 

               The SUV careens WILDLY, CRASHES into a parked car and ROLLS
               OVER AND BACK ONTO ITS WHEELS.

               Everything goes momentarily black.

               Light returns and we find ourselves -

               EXT. OUTSIDE GORDON'S APARTMENT BUILDING - MOMENTS LATER

               LOEB pulls ANN down the street by her hair.

               He's bleeding badly from a huge gash on his forehead and
               seems a little dazed.

               BRUCE falls from the SUV's door onto the sidewalk amid a
               shower of shattered safety glass.

               His disguise hangs shredded.

               HIS MASK IS GONE.

               He tries to get his feet but STUMBLES AND FALLS, tries again
               and rises VERY UNSTEADILY.

               HE'S NEAR THE END.

               GORDON pulls himself across the street by sheer force of
               will.

               He bleeds all over the place from his gut wound. His gun, now
               SLIPPERY FROM BLOOD, is hard to hold.

               Together BRUCE and GORDON converge on LOEB who seems to be
               least damaged of the three and now holds a MAGNUM in his
               hand.

               LOEB stops, turns and fires at his pursuers

               BLAM! BLAM!

               They throw themselves behind parked cars.

               Glass rains down.

               BLAM! BLAM!

               From their positions behind parked cars, GORDON and THE BAT
               MAN make eye contact.

                                   GORDON
                         What are you doing here?

                                   THE BAT-MAN
                         Striking terror, what else?

                                   GORDON
                         I mean the sun's coming up.

                                   THE BAT-MAN
                         Then we better hurry.

                                   GORDON
                             (holds up his service
                              revolver)
                         I'm out.

               THE BAT-MAN draws a nasty looking THROWING KNIFE from his
               boot. GORDON nods.

               Both men stand at the same time to face LOEB who holds his
               gun on one, then the other, momentarily unsure of what to do.

               THE BAT-MAN pinches the knife by its tip, ready to throw.

                                   THE BAT-MAN
                         Don' t make me do it. Let her go.

               He's holding ANN in front of himself as a human shield.

                                   LOEB
                         You won't do it. YOU DON'T KILL.

                                   GORDON
                             (levels his empty gun)
                         I have no such reservations Loeb.

                                   LOEB
                         PFFT. You're empty. If you had a
                         shot, I'd be dead by now. I WALK.

               LOEB has made it to - 

               EXT. ENTRANCE TO AN URBAN PARK.

               GORDON grows irritated.

                                   GORDON
                         TAKE him!

                                   THE BAT-MAN
                             (to GORDON)
                         She's too close.

                                   LOEB
                             (to THE BAT-MAN)
                         You've got nothing.  I've seen your
                         face. I've got the woman. And you
                         won't kill me, it's against your
                         code.

                                   GORDON
                         Do it!

               SWOOSH!

               THE KNIFE SINKS DEEP INTO LOEB'S EYE.

               He SCREAMS and falls writhing on the ground.

                                   THE BAT-MAN
                         I've got a lot of codes.

               ANN runs over to her husband.

                                   THE BAT-MAN (CONT'D)
                             (to LOEB)
                         Here's a little something to
                         remember me by.

               THE BAT-MAN, huddled over the supine LOEB, does — something.

                                   ANN
                         Oh JIM!

               They embrace.

                                   ANN (CONT'D)
                             (pulls away)
                         You've been shot!

                                   GORDON
                         It went right through.  I'll be all
                         right.

               GORDON staggers a little.  He's weak from his wounds. THE BAT
               MAN steadies him.

                                   ANN
                             (to THE BAT-MAN)
                         Are you OK?

                                   THE BAT-MAN
                         I'm fine.

                                   ANN
                         You look kind of hurt.

               She's right. He looks as if he's had a burning building
               dropped on him. He's scarred, cut, bleeding and bruised.

                                   THE BAT-MAN
                         I'll be all right —
                             (beat)
                         - with a little help from my
                         friends.

                                   GORDON
                         And WHO ARE your friends?

                                   THE BAT-MAN
                         I don't know, who are YOU?

                                   GORDON
                         I'm a COP. Who are you?

                                   THE BAT-MAN
                         I'm THE BAT-MAN.

               GORDON points to LOEB, his cheek carved with a letter "Z".

                                   GORDON
                         That doesn't look like the mark of
                         the bat. What does that mean?

                                   THE BAT-MAN
                         It's a gift for a kid I used to
                         know, a long time ago. 

                                   GORDON
                             (nodding)
                         Sirens coming, you better go.

               THE BAT-MAN turns to go.

                                   GORDON (CONT'D)
                         Just so you know, I'm practically
                         blind without my glasses.

               THE BAT-MAN, tosses the glasses from across the street —

                                   THE BAT-MAN
                         I'll see you around, DETECTIVE.

               — just as a truck drives in between them. It looks like the
               AL and Son's Garage TRUCK.

                                   GORDON
                         Thanks,
                             (realizing he's gone)
                         BATMAN.

               As the cop cars, ambulances and TV crews show up we —

                                                       CUT TO:

               EXT. GOTHAM SKYSCRAPER - DUSK

               Gotham's skyline fills our vision as we zoom in on the top
               floor of a super-ritzy high-rise.  Its floor-to-ceiling
               windows open onto a wrap-around, STONE ROOF-DECK.

               We continue through into a splendid modern LIVING ROOM. Plush
               leather sofas are sunk into the floor to create a GLAMOROUS
               ENTERTAINMENT CENTER.  Built into the wall is a GIANT-SCREEN
               TV.

               ON THE TV—

                                   NEWS ANCHOR, BRIAN
                         In a bizarre shooting incident
                         early this morning Gotham's Hero
                         Cop James Gordon thwarted an
                         attempted kidnapping of his
                         pregnant wife by a band of ROGUE
                         POLICE OFFICERS. Following the
                         melee, three police officers are
                         dead and two others hospitalized,
                         including Police Commissioner
                         Gillian Loeb who was BLINDED and
                         DISFIGURED during the
                         confrontation. GORDON was admitted
                         to MERCY GENERAL for gunshot
                         wounds. He is expected to make a
                         complete recovery, as is his wife,
                         ANN, and the baby.

               The sounds of breaking glass fill the luxurious penthouse as
               the report continues —

                                   NEWS ANCHOR, BRIAN (CONT'D)
                         This evening, Police Commissioner
                         Loeb faces numerous criminal
                         charges including kidnapping and
                         allegations of collusion with
                         organized crime. Further reports
                         indicated that Detective Jonathan
                         Flass, also hospitalized at this
                         hour in an unrelated incident, will
                         turn state's witness against Loeb.

               Someone has entered the LIVING ROOM. Their silhouette tiptoes
               past the TV, while —

                                   NEWS ANCHOR, BRIAN (CONT'D)
                         MAYOR NOONE has been unavailable
                         for comment and seems unlikely to
                         face charges at this time.

               The mysterious intruder lifts an EXQUISITE OIL PAINTING off
               the wall as we —

                                                       CUT TO.

               EXT OVERGROWN GARDEN - DUSK

               BRUCE WAYNE stands in a vast, classical garden amid weeds and
               tall grass. Flickering firelight illuminates his face in the
               gathering gloom of night.

                                   BRUCE (V.O.)
                         DECEMBER 18. Dear Father, you have
                         taught me well, showed me who I am
                         and what it takes to be a man in
                         this world. For that I am grateful.

               BRUCE looks down at his CARDBOARD SHIPPING BOX full of
               letters burning in a brick fire pit.

                                   BRUCE (V.O.) (CONT'D)
                         But I am ready to find my own way
                         now. I will make the most of my
                         inheritance. And I will always
                         honor your memory.

               BRUCE holds a final letter in his hands. He looks at it for
               one more moment, then lets it slip into the flames.

                                   BRUCE (V.O.) (CONT'D)
                         Night is falling. I've got work to
                         do. Your loving son,
                             (beat)
                         BATMAN.

               BRUCE wipes away a tear.

                                   LITTLE AL (O.S.)
                         Hey, Bruce!

               BRUCE turns to see LITTLE AL burst out the back patio door of
               a fabulous, old-world mansion. Warm, inviting light shines
               through the living room windows.

                                   LITTLE AL (CONT'D)
                         This place is SWEET!

               BRUCE smiles as he heads into his home.

               We pull back and away as the voice of a news anchor trickles

                                   NEWS ANCHOR, JANE (O.S.)
                         In other news, missing millionaire
                         heir to the Wayne Enterprises
                         fortune, Bruce WAYNE, has returned
                         to Gotham City.

               We pull up, out and over the front gate of Bruce's home.
               Secured into the solid, timeless stone is an iron plaque.  It
               reads: WAYNE MANOR.

                                                       CUT TO:

               INT. LIVING ROOM. THE FABULOUS PENTHOUSE - MOMENTS LATER

               In the GLAMOROUS ENTERTAINMENT CENTER, we pull back from the
               GIANT-SCREEN TV as the news continues —

                                   NEWS ANCHOR, JANE
                         After the tragic murder of his
                         parents more than 15 years ago,
                         young BRUCE seemingly disappeared.
                         Well, it turns out he was safe and
                         sound all along pursuing his
                         education abroad at the finest
                         schools in Europe.

               We're wide enough now to see SELINA working on a wall safe.
               The EXQUISITE OIL PAINTING rests against the wall at her
               feet.

               She's wearing a sexy, black leather CAT-BURGLAR SUIT complete
               with ears, claws and a tail. A whip hangs on her hip.

                                   NEWS ANCHOR, JANE (CONT'D)
                         And what a handsome young man he
                         is.

               SELINA's head snaps around to see BRUCE on the TV waving to
               well-wishers at the airport.

                                   NEWS ANCHOR, JANE (CONT'D)
                         Look out ladies. Gotham has a new
                         most eligible bachelor.

               SELINA saunters over to the TV. Smiles ear-to-ear licks lips
               and —

                                   SELINA
                         The plot thickens.

               — blows a kiss to BRUCE on the TV.

               Then, holding up a remote control device, she pushes a red
               button —

               BOOM!

               - the wall safe blows.

               Casually, The CATWOMAN scoops out a glorious DIAMOND NECKLACE
               and clasps it around her neck.

               Suddenly an alarm sounds.

                                   SELINA
                         Oops.

               She smiles. Then runs full speed for the STONE ROOF-DECK and
               leaps over the railing. For just a moment she hangs in the
               air, high above the glittering lights of Gotham City.

               Then she's gone.

               FADE OUT.

               CREDITS.

                                     END.