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                               BATMAN BEGINS
          
              
                                Written by

                                David Goyer


                                Thanks to

                   UBU, faithful servant of Ra's Al Ghul



          
          
          FOR EDUCATIONAL PURPOSES ONLY
          
          
          BLACK. A low KEENING which becomes SCREECHING that BUILDS
          and BUILDS until-
          
          RED flickers through black as the screen BURSTS into life:
          
          Clouds of REELING BATS silhouetted against a blood red sky,
          bolting away from camera, MASSING in the sky... FORMING a
          density the shape of an enormous BAT-LIKE SYMBOL.
          
          More BATS mass, swamping the symbol, DARKENING the screen to-
          
          BLACK.    Distant children's LAUGHTER which comes closer as-
          
          SUNLIGHT flickers through black.            Sunlight through trees
          running through a SUMMER GARDEN.            A BOY. Chasing a GIRL.
          
          The Boy reaches a Victorian GREENHOUSE. Stands in the doorway
          catching his breath. This is Bruce Wayne, aged 8, and we
          are-
          
          EXT. GARDENS, WAYNE MANOR -- DAY
          
          YOUNG BRUCE peers down rows of plants on long trestle tables.
          
                                        YOUNG BRUCE
                       Rachel?
          
          No response. Sunlight streams through wrought iron and glass.
          Young Bruce advances, cautious. He is GRABBED from behind
          and pulled under a table by a young girl, aged 10. This is
          RACHEL. She puts her hand over Young Bruce's mouth.
          
                                        FEMALE VOICE (O.S.)
                       Rachel?!       Master Bruce?!
          
          A woman STRIDES past the windows: MRS.DODSON, Rachel's mother,
          housekeeper of Wayne Manor.
          
                                   YOUNG BRUCE
                           (whispering)
                       What're you doing?!
          
                                   RACHEL
                           (matter-of-fact)
                       Kidnapping you. They'' pay a lot
                       for precious Brucie.
          
          Young Bruce stares, wide-eyed. She SMILES. He relaxes.
          Young Bruce BOLTS out from under the trestle table - SPRINTS
          for the back door. Rachel TEARS after him.
          
          EXT. DISUSED KITCHEN GARDEN, WAYNE MANOR -- CONTINUOUS
          
          Young Bruce crouches in the mouth of a DISUSED WELL, peering
          over the stone wall at Rachel, who searches for him.
          
                                                                     2.
          
                                RACHEL
                    Bruce, I can see you.
          
          Young Bruce suppresses a giggle- the BOARDS beneath him GIVE
          WAY and he PLUMMETS into...
          
          INT. OLD WELL -- CONTINUOUS
          
          Young Bruce DROPS thirty feet- LANDS painfully on the rubble
          strewn bottom of the shaft.
          
          EXT. KITCHEN GARDEN, WAYNE MANOR -- CONTINUOUS
          
          Rachel, hearing, RUNS to the well.
          
                                   RACHEL
                    BRUCE?!!
          
          INT. OLD WELL -- CONTINUOUS
          
          Young Bruce lifts his head from damp dirt and rocks, groaning.
          
          EXT. KITCHEN GARDEN, WAYNE MANOR -- CONTINUOUS
          
          Rachel SPRINTS towards the house.
          
                                 RACHEL
                    MOM!!   MISTER ALFRED!!
          
          INT. OLD WELL -- CONTINUOUS
          
          Young Bruce, in shock, groans. He hears SQUEALING- freezes,
          PEERING into the DARKNESS of an OPENING between rocks...
          
          BATS EXPLODE from the darkness, filling the air. HE SCREAMS-
          CURLS against their flapping, squawking, fluttering BLACKNESS.
          
          A JOLT: OLDER GREEN EYES FLICK OPEN, WAKING... in DARKNESS.
          Filthy, sweating darkness... and we are in-
          
          INT. BHUTANESE JAIL -- MORNING
          
          The yes belong to a bearded, weathered, young man's face.
          BRUCE WAYNE aged 28. An OLD ASIAN MAN sits staring at him.
          
                                   OLD MAN
                    A dream?
          
                                   WAYNE
                    A nightmare.
          
                                OLD MAN
                    Worse than this?
          
          Their cell is a tin box. Light seeps through gaps in the
          roof. Shouts ECHO. Wayne shrugs.
          
                                                                        3.
          
          EXT. PRISON COURTYARD -- LATER
          
          Wayne and the Old Man line up for gruel. PRISONERS are
          scattered in small groups. All eyes on Wayne.
          
                                OLD MAN
                    They are going to fight you.
          
                                WAYNE
                    I fought them yesterday.
          
                                OLD MAN
                    They will fight you every day.       Until
                    they kill you.
          
          Wayne holds out his plate.       Watches gruel dribbled onto it.
          
                                WAYNE
                    Can't they kill me before breakfast?
          
          Wayne turns from the table. His path is blocked by an
          ENORMOUS MAN, backed by six aggressive prisoners. The
          Enormous Man SMASHES his plate away.
          
                                ENORMOUS MAN
                        (broken English)
                    You are in hell, little man...
          
          He PUNCHES Wayne- Wayne goes down hard.
          
                                ENORMOUS MAN (CONT'D)
                    ...and I am the devil.
          
          Wayne picks himself up.    Dust himself off.
          
                                WAYNE
                    You're not the devil...
          
          The Enormous Man SWINGS again- Wayne CATCHES his fist, KICKS
          the big man's knee out an, as he goes down, BOOTS his face.
          
                                WAYNE (CONT'D)
                    ...you're practice.
          
          Six Prisoners RUSH Wayne all at once... Wayne fights
          skillfully and hard, FLIPPING one prisoner into another,
          KICKING as his arms are held... several Prisoners hit the
          deck before- GUNFIRE- two GUARDS break it up, shooting into
          the air... they GRAB Wayne.
          
                                   GUARD
                    Solitary!
          
                                   WAYNE
                           (indignant)
                    Why?
          
                                                                   4.
          
                                GUARD
                    For protection.
          
                                WAYNE
                    I don't need protection.
          
          The Guard points angrily at the unconscious prisoners.
          
                                GUARD
                    Protection for them.
          
          INT. SOLITARY, BHUTANESE JAIL -- MOMENTS LATER
          
          Wayne is tossed into the dank cell.    The door SLAMS.
          
                                VOICE (O.S.)
                    I often wonder at the riches to be
                    found in dark places.
          
          The voice is mellifluous. European. It comes from the
          shadows of a deep corner of the cell.
          
                                WAYNE
                    I thought the point of solitary
                    confinement was the solitary part.
          
          Wayne can make out the profile of a MAN seated in the corner.
          
                                MAN
                    These men have mistaken you for a
                    criminal, Mr.Wayne...
          
          Wayne reacts to his name. The Man steps into the light:
          powerfully-built, distinguished, in a well-cut SUIT AND TIE.
          
                                   WAYNE
                    Who are you?
          
                                MAN
                    My name is merely Ducard. But I
                    speak for Ra's Al Ghul. Have you
                    heard the name?
          
                                WAYNE
                    I've heard the legends...master
                    warrior, international mercenary,
                    feared by the all the underworld...
                    some even swear he's immortal.
          
                                 DUCARD
                        (smiles)
                    Ra's Al Ghul uses theatricality and
                    deception as powerful weapons.
          
          Ducard approaches Wayne.    Looks deep into his eyes.
          
                                                                      5.
          
                                 DUCARD (CONT'D)
                     You have not escaped his notice- a
                     man like you is here by choice... or
                     because he is truly lost.
          
          Wayne's eyes flick away from Ducard's penetrating gaze.
          
                                 DUCARD (CONT'D)
                     Ra's Al Ghul and his League of Shadows
                     offer a path to those that are capable
                     of upholding our code.
          
                                   WAYNE
                     Code?    Aren't you criminals?
          
                                 DUCARD
                     A criminal is simply a man that
                     someone else thinks...
                         (gestures around them)
                     ...should be put in jail.
          
          Wayne nods, conceding the point.
          
                                 DUCARD (CONT'D)
                     This world is run by tyrants and
                     corrupt bureaucrats. Our code
                     respects only the natural order of
                     things- we're not bound by their
                     hypocrisy. Are you?
          
          Ducard moves to the door.    Knocks.   It is opened by a guard.
          
                                 DUCARD (CONT'D)
                     There is a rare flower- a blue double-
                     bloomed poppy- that grows on the
                     Eastern slopes. Tomorrow you will
                     be released. Pick one of the flowers.
                     If you can carry it to the top of
                     the mountain, you may find what you
                     are looking for.
          
                                 WAYNE
                     And what am I looking for?
          
          Ducard looks at Wayne with a glint in his eye.
          
                                   DUCARD
                     Purpose.
          
          The door slams shut leaving Wayne in DARKNESS...
          
          INT. BOTTOM OF THE OLD WELL -- DAY (WAYNE'S MEMORY)
          
          Silence.   Young Bruce lies there, exhausted, weeping softly.
          
                                   MALE VOICE (O.S.)
                     Bruce?
          
                                                                      6.
          
          Young Bruce looks up: a FIGURE, long coat billowing, is
          lowered down the shaft... THOMAS WAYNE, Young Bruce's father.
          
          EXT. GARDENS, WAYNE MANOR -- MOMENTS LATER
          
          Thomas carries his son towards the house. At his side, a 50-
          year-old man in a somber suit calmly coils a rope: ALFRED.
          
                                ALFRED
                    Will we be needing an ambulance,
                    Master Wayne?
          
                                THOMAS
                    We have everything I need to set the
                    bone. I'll take him for x-rays later.
          
                                ALFRED
                    Very good, sir.
          
          They pass a tearful Rachel standing with her mother.
          
          INT. HALL, WAYNE MANOR -- CONTINUOUS
          
          Thomas carries Bruce up the main stairs. The house is vast
          and grand, but full of flowers and life. Bruce's Mother
          (MARTHA) appears at the landing, distraught.
          
                                THOMAS
                        (reassuring)
                    He'll be fine.
          
          INT. BRUCE'S BEDROOM, WAYNE MANOR -- LATER
          
          Alfred moves to the bedside.   Looks down at Young Bruce.
          
                                ALFRED
                    Took quite a fall, didn't we?
          
          Young Bruce looks up at Alfred.   Manages a slight smile.
          
                                ALFRED (CONT'D)
                    And why do we fall, Master Bruce?
          
          Alfred reaches up to the curtains.   Young Bruce says nothing.
          
                                ALFRED (CONT'D)
                    So that we might better learn to
                    pick ourselves up.
          
          Alfred smiles gently.   PULLS the curtains shut, and we-
          
                                                                  CUT TO:
          
          An exquisite double-bloomed BLUE POPPY... and we are-
          
                                                                       7.
          
          EXT. HIMALAYAN FOOTHILLS -- DAY
          
          A field of the blue poppies. Wayne approaches. Picks one.
          Studies its brilliant blue in the cold sunshine.
          
          EXT. TINY HAMLET, HIMALAYAS -- DAY
          
          Wayne, exhausted, freezing, hungry, wanders up the street.
          As locals see him they head inside. DOORS SLAMMED, BOLTED.
          
                                CHILD (O.S.)
                    No one will help you.
          
          Wayne turns to find a YOUNG CHILD STARING at him. The Child
          POINTS at the blue flower pinned to Wayne's chest. An OLD
          MAN appears at the Child's side.
          
                                   WAYNE
                        (weak)
                    I need food.
          
                                OLD MAN
                    Then turn back.
          
          Wayne looks at the Old Man.      Then carries on up the mountain.
          
          EXT. MOUNTAIN -- DAY
          
          Wayne, struggles through DRIVING SNOW up an ICY RIDGE...
          
          He clears the ridge, FLOPS down into the snow, Painfully
          raises his scarf-wrapped face to the cutting wind to see a
          MONASTERY perched on jagged rock.
          
          EXT. HIMALAYAN FORTIFIED MONASTERY -- DAY
          
          Wayne climbs up the steps to the VAST DOORS of the monastery.
          Unwraps a severely FROSTBITTEN FIST. POUNDS against the ice-
          covered wood, knocks ECHOING deep within.
          
          Nothing. Wayne lowers his forehead to the door, shoulders
          wracked by SOBS, pounding accelerating to a FRENZY.
          
          A GRINDING noise from within. Wayne STOPS, straightens.
          The doors SWING OPEN to DARKNESS...
          
          INT. GREAT HALL, MONASTERY -- CONTINUOUS
          
          Wayne shuffles forward into a low-ceilinged wooden hall lit
          by flickering lamps. Hands trembling, Wayne pulls at brittle
          scarves. He STARTS as the doors THUD shut behind him.
          
          At the far end, on a raised platform, sits a dark robbed
          figure; RA'S AL GHUL. Wayne moves unsteadily towards him...
          
                                                                        8.
          
                                 WAYNE
                        (hoarse)
                    Ra's Al Ghul?
          
          ARMED WARRIORS of various races emerge from the SHADOWS:
          BOWS taut, SWORDS drawn... NINJAS. Wayne freezes.
          
                                   DUCARD (O.S.)
                    Wait.
          
          The Warriors hold. Wayne looks at the source of the command:
          Ducard leans against a nearby pillar.
          
          Wayne reaches into his layers of clothing. Pulls out the
          DOUBLE-BLOOMED BLUE POPPY. Holds it out, shaking.
          
          Ra's Al Ghul starts to speak in Urdu.    Ducard TRANSLATES.
          
                                DUCARD (CONT'D)
                    Fear has been your guide. But now
                    you must advance or fear will keep
                    you on your knees. We will help you
                    conquer your fear. In exchange you
                    will renounce the cities of man.
                    You will live in solitude. You will
                    be a member of the Leagues of Shadows.
                    And you will be without fear.
          
          Ducard takes the flower.    Considers its delicate blue petals.
          
                                DUCARD (CONT'D)
                    Are you ready to begin?
          
          Ducard threads the flower through the buttonhole of his lapel.
          Wayne looks at Ducard, shaking with hunger and fatigue.
          
                                 WAYNE
                    Ready?   I... I can barely-
          
          Ducard KICKS him- Wayne Crashes to the floor.
          
                                DUCARD
                    Death does not wait for you to be
                    ready...
          
          Wayne crawls, gasping.    Ducard STRIKES him in the ribs.
          
                                DUCARD (CONT'D)
                    Death is not considerate, or fair.
                    And make no mistake- today, death is
                    your opponent.
          
          Ducard turns- WHIPS his leg in a fearsome roundhouse KICK
          aimed straight at Wayne's NECK-
          
          -but Wayne BLOCKS the kick with a lateral movement of his
          forearm. He stares at Ducard, eyes BLAZING. Ducard SMILES.
          
                                                                    9.
          
          Wayne RISES. Assumes a martial STANCE. Ducard STRIKES-
          Wayne BLOCKS and PARRIES, driving his body through pain into
          a series of FLUID, SKILLED moves...
          
                                 DUCARD (CONT'D)
                    Tiger Crane... Ju Jitsu...
                        (smiles)
                    Skilled. But this is not a dance-
          
          Ducard GRAPPLES Wayne, BRAWLING, BITING, ENERGIZED, MESSY...
          
                                DUCARD (CONT'D)
                    Facing death you learn the truth...
          
          Ducard's head smashes Wayne's cheek- Wayne FALTERS-
          
                                DUCARD (CONT'D)
                    You are weak...
          
          Ducard SMASHES him in the groin.
          
                                DUCARD (CONT'D)
                    You are alone...
          
          Ducard SLAMS Wayne's chin, sends him DOWN HARD.
          
                                DUCARD (CONT'D)
                    And you are afraid...
          
          Ducard crouches at Wayne's side.   Looks into his glazed eyes.
          
                                DUCARD (CONT'D)
                        (curious)
                    But not of me.
          
          Ducard pulls the flower from his lapel. Leans in close to
          replace it on Wayne's chest, his lips at Wayne's ear...
          
                                DUCARD (CONT'D)
                    Tell us, Wayne...
          
          VIOLENT FLAPPING, SCREECHING BLACK RATS- swarming, chittering-
          
                                DUCARD (V.O.) (CONT'D)
                        (whispers)
                    What do you fear?
          
          Young Bruce's eyes OPEN, and we are-
          
          INT. BRUCE'S BEDROOM, WAYNE MANOR -- DAWN (WAYNE'S MEMORY)
          
          Young Bruce, breathing hard. Light cuts across the
          bedclothes. He looks to the door. Thomas is there.
          
                                 THOMAS
                        (gentle)
                    The bats again?
          
                                                                       10.
          
          Young Bruce nods.    Thomas approaches.   Sits on the bed.
          
                                THOMAS (CONT'D)
                    You know why they attacked you?
                        (off look)
                    They were afraid of you.
          
                                YOUNG BRUCE
                    Afraid of me?
          
                                THOMAS
                    You're a lot bigger than a bat, aren't
                    you? All creatures feel fear.
          
                                 YOUNG BRUCE
                        (smiles)
                    Even the scary ones?
          
          Thomas smiles back, reaches into his dressing gown pocket.
          
                                 THOMAS
                    Especially the scary ones.
                        (thinks)
                    Here, let me show you something-
                        (freeze)
                    But you can't tell anyone, right?
          
          Young Bruce nods, eager. Thomas pulls out a long jewel case.
          He opens it: PEARLS glow in the half-light.
          
                                THOMAS (CONT'D)
                    For your mother.
          
          Young Bruce GRINS.   Thomas winks at him, SNAPS the case shut.
          
          INT. ELEVATED TRAIN (MONORAIL) -- EVENING
          
          Young Bruce watches the glory of Gotham glide past. His
          parents beside him, dressed up- Martha idly stroking her
          pearls. She smiles at Thomas.
          
                                YOUNG BRUCE
                    Did you build this train, Dad?
          
                                THOMAS
                    Your great-grandfather built the
                    first trains in Gotham. The city's
                    been good to our family- it was time
                    to give something back...
          
          Thomas draws a CIRCLE in the CONDENSATION on the window...
          
                                THOMAS (CONT'D)
                    A new public transportation system
                    for the whole city...
          
          Thomas draws SPOKES through the circle, creating a WHEEL.
          
                                                                   11.
          
          Thomas TAPS his diagram at the central HUB of the wheel,
          then points through the glass to a tall 1930's SKYSCRAPER.
          
                                THOMAS (CONT'D)
                    ...and at the cent... Wayne Tower.
          
          EXT. GOTHAM -- CONTINUOUS
          
          The monorail train TURNS INWARDS on a "SPOKE"... SHOOTING
          towards the central station at the base of Wayne Tower.
          
          INT. CONCOURSE, WAYNE STATION -- MOMENTS LATER
          
          Young Bruce STARES at the MAGNIFICENT STATION. He looks up
          through the vaulted glass ceiling... WAYNE TOWER rises
          above... Rich ORCHESTRAL STRINGS rise, and we are-
          
          INT. GOTHAM OPERA HOUSE -- LATER
          
          A gilded house packed to the rafters for Boito's Mefistofle.
          Young Bruce seated between his parents, On stage: WITCH-
          LIKE CREATURES cavort. DARK BIRDS on wires descend, FLAPPING.
          
          Young Bruce STARES, uneasy, at their VIOLENT motions.
          
          INSERT CUT: BATS EXPLODE FROM A DARK CREVICE.
          
          Young Bruce starts breathing faster, STARES fixedly.
          
          SCREECHING, FLAPPING BLACK BATS SWARM ALL AROUND...
          
          Young Bruce, gulping PANIC breaths, looks around for an exit-
          they're in the middle of a row. He GRABS his Dad's arm.
          
                                YOUNG BRUCE
                        (desperate whisper)
                    Can we go?!
          
          Thomas stares at his son, confused. Martha looks over.
          Young Bruce looks at his father, PLEADING. Thomas nods.
          They make their way along the row, Thomas nodding apologies...
          
          EXT. SIDE ALLEY, GOTHAM OPERA HOUSE -- CONTINUOUS
          
          The Waynes emerge from a side exit. Martha crouches before
          Bruce, tries to meet his eyes. He stares down, ashamed.
          
                                MARTHA
                    Bruce, what's wrong?
          
                                 THOMAS
                    He's fine.
          
          Martha looks up.   Thomas gives her a conspiratorial look.
          
                                                                      12.
          
                                THOMAS (CONT'D)
                    I just needed a bit of air. Bit of
                    opera goes a long way, right, Bruce?
          
          Young Bruce looks up at his Dad, who winks.   Young Bruce
          smiles gratefully.
          
                                   THOMAS (CONT'D)
                    Come one.
          
          Thomas, coat over his arm, ushers his family down the dark
          alley, heading for the WELCOMING GLOW of the main boulevard.
          
          A FIGURE emerges from the shadows in front of them.   A MAN.
          With a GUN. Shifting uneasily.
          
                                MAN
                    Wallet, jewelry!    Fast!
          
                                THOMAS
                        (calm tone)
                    That's fine, just take it easy.
          
          Thomas hands Young Bruce his coat, then reaches for his
          wallet. The Man JERKS the gun at Thomas, eyes DARTING.
          Young Bruce stares up at the gun TREMBLING in the Man's hand.
          
                                   THOMAS (CONT'D)
                    Here you go.
          
          The man GRABS at the wallet but FUMBLES it. It FALLS. The
          Man glances down at the wallet then back to Thomas, scared.
          
                                THOMAS (CONT'D)
                        (reassuring tone)
                    It's fine, it's fine...
          
          The Man crouches for the wallet, eyes on Thomas.
          
                                THOMAS (CONT'D)
                    ...just take it and go.
          
          The Man feels for the wallet, looks at Martha.   Her pearls.
          
                                MAN
                    I said jewelry!!
          
          She starts pulling off her rings. The Man JERKS the gun at
          her neck. Thomas STEPS protectively in front of his wife.
          
                                   THOMAS
                    Hey, just-
          
          BOOM. Young Bruce FLINCHES. Thomas looks down at his
          bleeding chest. Then back to the Man, saddened.
          
                                                                     13.
          
          Thomas CRUMPLES. Martha SCREAMS. The Man REACHES for
          Martha's pearls- but she SCREAMS desperately for Thomas.
          
                                 MARTHA
                     THOMAS!!   THOMAS!!
          
                                MAN
                    Gimme the damn...
          
          But Martha FLAILS, trying to grab her fallen husband.
          
          The Man SHOOTS her. Then YANKS at her necklace, which BREAKS.
          Spilling PEARLS all over the asphalt.
          
          The Man stands. Turns to Young Bruce. Who STARES at him.
          Uncomprehending. The Man cannot bear the boy's gaze...
          
          And then he RUNS. Young Bruce looks at the bodies of his
          parents. DROPS to his knees, head down: PEARLS dot the
          asphalt beneath him. Some of them are bloody.
          
          Young Bruce starts to SHIVER.
          
          INT. POLICE STATION -- NIGHT
          
          CHAOS: REPORTERS and COPS vying for a piece of the crime of
          the decade. In the Captain's office, Young Bruce.
          Bewildered, forgotten. Still clutching his father's overcoat.
          
                                MALE VOICE (O.S.)
                    Is that your father's?
          
          Young Bruce looks up: a young beat cop stands over him- JIM
          GORDON (29). Gordon crouches, reaches for the coat. Young
          Bruce huddles over it, protective.
          
                                GORDON
                        (reassuring)
                    It's okay.
          
          Gordon's tone prompts Young Bruce to trust him. Gordon takes
          the coat, DRAPES it gently across Young Bruce's shoulders.
          
                                MALE VOICE (O.S.)
                    GORDON! You gotta stick your nose
                    into everything!
          
          Gordon turns to CAPTAIN LOEB, who glares at him.
          
                                CAPTAIN LOEB
                    Outta my sight.
          
          Gordon NODS at Young Bruce, whose eyes wish Gordon would
          stay. Gordon leaves. Loeb turns to Young Bruce.
          
                                CAPTAIN LOEB (CONT'D)
                    Good news... we got him, son.
          
                                                                     14.
          
          Young Bruce looks up at him dazed.    Uncertain.
          
          EXT. GROUNDS, WAYNE MANOR -- DAY
          
          Snow falls over two open graves. MOURNERS disperse, guided
          by SECURITY GUARDS. Alfred stands with Young Bruce. A man
          approaches, EARLE (47). He nods at Alfred, crouching.
          
                                EARLE
                        (indicates Alfred)
                    You're in excellent hands, Bruce.
                    And we're minding the empire. When
                    you're all grown up, it'll be waiting.
          
          Young Bruce looks blankly at Earle.
          
          EXT. WAYNE MANOR -- LATER
          
          Mourners file towards the gates. Rachel walks with her
          mother. Looks up at Bruce's high window. Sees him watching.
          Waves. Young Bruce pauses, then returns the wave.
          
          INT. BRUCE'S BEDROOM -- CONTINUOUS
          
          Alfred enters.   Looks tenderly at Young Bruce's back.
          
                                ALFRED
                    I thought I'd prepare a little supper.
          
          No response.   Alfred turns.
          
                                  ALFRED (CONT'D)
                    Very well.
          
                                  YOUNG BRUCE (O.S.)
                    Alfred?
          
          Alfred turns back. Young Bruce is looking at him with TEARS
          POURING down his cheeks. Alfred tilts his head.
          
                                ALFRED
                        (voice catching)
                    Master Bruce?
          
                                YOUNG BRUCE
                    It was my fault, Alfred.
          
          Alfred's mouth opens.
          
                                YOUNG BRUCE (CONT'D)
                    I made them leave the theater-
          
                                ALFRED
                    Oh, no, no, no-
          
          Alfred moves to Young Bruce, taking the boy in his arms.
          
                                                                    15.
          
                                YOUNG BRUCE
                    If I hadn't got scared-
          
                                ALFRED
                    No, no, Master Bruce. Nothing you
                    did. Nothing anyone ever did can
                    excuse that man.
          
          Alfred holds Young Bruce away to look directly into his eyes.
          
                                ALFRED (CONT'D)
                    It's his, and his alone. Do you
                    understand?
          
          Young Bruce nods.   Then BURIES his face in Alfred's chest,
          sobbing.
          
                                YOUNG BRUCE
                    I miss them, Alfred. I miss them so
                    much.
          
                                ALFRED
                        (whispering)
                    So do I, Master Bruce.    So do I.
          
          Tears well in Alfred's eyes as he HOLDS the boy, watching
          snowflakes swirl past the window.
          
                                DUCARD (V.O.)
                    And do you still feel responsible?
          
          INT. PASSAGEWAY, MONASTERY -- DAY
          
          Ducard leads Wayne along a screened passage overlooking
          extraordinary mountains.
          
                                WAYNE
                    My anger outweighs my guilt.
          
          Ducard opens a door...
          
          INT. DOJO, MONASTERY -- DAY
          
          Leads Wayne onto a MEZZANINE LEVEL stacked with boxes and
          bottles. NINJAS pour powders into packets, mixing compounds.
          Ducard takes a pinch of a powder- throws it down- BANG!
          Wayne FLINCHES- Ducard SMILES good-naturedly.
          
                                DUCARD
                    Advanced techniques of Ninjitsu employ
                    explosive powders.
          
                                   WAYNE
                    As weapons?
          
                                                                     16.
          
                                DUCARD
                    Or distractions. Theatricality and
                    deception are powerful agents.
          
          Ducard hands Wayne a pinch of the powder.
          
                                DUCARD (CONT'D)
                    To be a great warrior is not enough.
                    Flesh and blood, however skilled,
                    can be destroyed... you must be more
                    than just a man in the minds of your
                    opponents.
          
          Wayne listens to this.   Tosses the powder- BANG!
          
          EXT. FROZEN LAKE, HIMALAYAS -- DAY
          
          Wayne and Ducard CIRCLE each other on the ICE, SWORDS poised
          to strike. Dark figures in the white and blue landscape.
          
          Ducard STRIKES at Wayne, who DEFLECTS the blow using a SILVER
          GAUNTLET with THREE SCALLOPS (thick, hook-like projections).
          Ducard SKIDS left, breath STEAMING, feinting with his sword.
          
          Wayne steps sideways on the ice, his foot landing on a thin
          patch which CREAKS, water BUBBLING underneath.
          
                                DUCARD
                    Mind your surrounding.     Always.
          
          Wayne STRIKES- Ducard BLOCKS with his own BRONZE GAUNTLET.
          Wayne SLIPS right and FLIES IN with a short THRUST- Ducard's
          arm flips down in a backhand move-
          
          Ducard CATCHES Wayne's sword in one of his SCALLOPS.
          
                                DUCARD (CONT'D)
                    Your parent's death was not your
                    fault...
          
          Ducard ROTATES his arm, WRENCHING Wayne's sword from his
          grasp- it SKIDS along the ice.
          
                                DUCARD (CONT'D)
                    ...it was your father's.
          
          Wayne, ENRAGES, dives at Ducard, SWINGING at him with the
          scallops, FURIOUS, RECKLESS. Ducard parries with his sword,
          they LOCK- noses inches apart, Wayne BREATHING... ANGRY...
          
                                DUCARD (CONT'D)
                    Anger does not change the fact that
                    your father failed to act.
          
                                WAYNE
                    The man had a gun!
          
                                                                  17.
          
                                DUCARD
                    Would that stop you?
          
                                WAYNE
                    I've had training-
          
                                DUCARD
                    The training is nothing. The will
                    to take control is everything. Your
                    father trusted his city, its logic...
                    he thought he understood the attacker
                    and could simply give him what he
                    wanted...
          
          Wayne considers this... breathing slowing... CALMER... they
          separate.
          
                                 DUCARD (CONT'D)
                        (gently)
                    Your father did not understand the
                    forces of decay- cities like Gotham
                    are in their death throes- chaotic,
                    grotesque. Beyond saving.
          
                                WAYNE
                    Beyond saving? You believe that?
          
          Ducard regards the harshly beautiful landscape.
          
                                DUCARD
                    It is not right that one must come
                    so far to see the world as it is
                    meant to be. Purity. Serenity...
                    Solitude. These are the qualities
                    we hold dear. But the important
                    thing is whether you believe it...
          
          Wayne stares at Ducard.
          
                                DUCARD (CONT'D)
                    Can Gotham can be saved, or is she
                    an ailing ancestor whose time has
                    run?
          
          Ducard STRIKES DOWN at Wayne with his sword. Wayne BLOCKS
          the strike with FOREARMS CROSSED, SLIDES BETWEEN DUCARD'S
          LEGS across the ice to where his sword lies.
          
          GRASPING his sword he SPINS, SWEEPING at Ducard's feet.
          Ducard LEAPS- Wayne CATCHES his foot, brings him down onto
          the ice. Wayne THRUSTS his sword at Ducard's throat-
          
          STOPS INCHES from Ducard's bare neck. Ducard freezes, arms
          at his sides. Wayne looks down at Ducard, SMILING in triumph.
          
                                WAYNE
                    Yield.
          
                                                                   18.
          
          Ducard smiles.   Shakes his head.
          
                                DUCARD
                    You haven't beaten me. You've
                    sacrificed sure footing for a killing
                    stroke.
          
          Ducard TAPS the ice beneath Wayne's feet with his sword- the
          ice gives way, PLUNGING Wayne through the surface.
          
          EXT. SHORE, FROZEN LAKE -- EVENING
          
          Ducard feeds a small FIRE. Wayne RUBS his arms, SHIVERING
          violently against hypothermia. Ducard looks at him.
          
                                DUCARD
                    Don't rub your arms, rub your chest.
                    Your arms'll take care of themselves.
          
          Wayne rubs his torso, NODS at Ducard.   Ducard feeds the fire.
          
                                DUCARD (CONT'D)
                    You have strength born of years of
                    grief and anger, Wayne. The strength
                    of a man denied revenge.
          
          Even in his shivering, Wayne REACTS to this.
          
                                DUCARD (CONT'D)
                    Why, Wayne..?
          
          INT. WAYNE STATION PLATFORM -- DAY (WAYNE'S MEMORY)
          
          A monorail pulls into the platform.   Disgorges passengers.
          
                                DUCARD (V.O.)
                    Why could you not avenge your parents?
          
          Amongst them, Bruce, AGED 20, holding a bag. He sees Alfred,
          now 62, craning his neck, SEARCHING. He waves.
          
                                BRUCE
                    You didn't have to pick me up-
          
                                ALFRED
                    Well, sir, the red line... well,
                    it's closed. Apparently Mr.Earle
                    thought it wasn't making enough money.
          
          INT. CONCOURSE, WAYNE STATION -- MOMENTS LATER
          
          Bruce looks sadly at the DECAY to his father's station: glass
          CRACKED, marble chipped, HOMELESS bundled in shuttered
          storefronts... He looks up through the sparing glass: WAYNE
          TOWER looms overhead, gold lettering catching the sun...
          
                                                                   19.
          
                                BRUCE
                    How is Mr.Earle?
          
                                ALFRED
                    Oh... successful.
          
          INT. ROLLS ROYCE -- LATER
          
          Alfred glances at Bruce in the rear-view mirror.
          
                                ALFRED
                    Will you be heading back to Princeton
                    tomorrow or could I persuade you to
                    spend an extra night or two?
          
                                BRUCE
                    I'm not heading back at all.
          
                                ALFRED
                    You don't like it there?
          
          Bruce smiles, sardonic.   Looks out at the trees flashing by.
          
                                BRUCE
                    I like it fine... they just don't
                    feel the same way.
          
          Alfred purses his lips, IRRITATED.
          
          EXT. WAYNE MANOR -- MOMENTS LATER
          
          Bruce STARES up at house. Alfred pulls the bag out of the
          car and, to Bruce's surprise, DROPS it at Bruce's feet.
          
          INT. WAYNE MANOR -- CONTINUOUS
          
          Alfred leads Bruce up the main staircase. The house is now
          dark and empty. Dust-cloths cover much of the furniture.
          
                                ALFRED
                        (tense)
                    I've prepared the master bedroom.
          
                                BRUCE
                    My old room will be fine.
          
                                ALFRED
                        (stern)
                    With all due respect, sir, your father
                    is dead. Wayne Manor is your house.
          
                                BRUCE
                        (irritated)
                    No, alfred, his isn't my house.
                        (gestures)
                    It's a mausoleum.
                        (MORE)
          
                                                                 20.
          
                                BRUCE (CONT'D)
                    A reminder of everything I lost.
                    And when I have my way I'll pull the
                    damn thing down brick by brick-
          
          Alfred turns on Bruce, angry.
          
                                ALFRED
                    This house, Master Wayne, has
                    sheltered six generations of the
                    Wayne family, and stood patiently by
                    while you've cavorted in and out of
                    a dozen private schools and colleges.
                    As have I.
          
          Bruce stares at Alfred.   Eyes burning.   Chastened.
          
                                 ALFRED (CONT'D)
                        (softer)
                    The Wayne family legacy is not so
                    easily shrugged off.
          
                                BRUCE
                        (sadly)
                    Nor borne, old friend.   I'm sorry to
                    have disappointed you.
          
                                ALFRED
                    Master Wayne... I was at your father's
                    side when you were born. And at your
                    side when he was laid to rest.
          
                                BRUCE
                        (voice catching)
                    I know.
          
                                ALFRED
                    Your father was a great man. But I
                    have every confidence that you will
                    exceed his greatness.
          
                                BRUCE
                    Haven't given up on me, yet?
          
                                ALFRED
                        (conviction)
                    Never.
          
          Bruce sags under the burden of Alfred's faith. He opens the
          door to his bedroom, then turns back to Alfred...
          
                                BRUCE
                    I may not get another chance to thank
                    you for all you've done for me.
          
          Alfred looks at him, curious.
          
                                                                       21.
          
                                ALFRED
                    Are you going away after the hearing?
          
          Bruce shrugs, hard to read.    Then enters his old bedroom.
          
          INT. BRUCE'S BEDROOM -- CONTINUOUS
          
          Bruce puts his bag on the bed.    Looks around the room.
          
          At the mantel, Bruce stares at a framed photograph: Young
          Bruce on his Dad's shoulders, arms raised in triumph. Bruce
          wipes dust from the photograph. Smiles at it.
          
          INSERT CUT: Young bruce on Thomas's shoulders- thomas TIPS
          back, threatening to drop Young bruce who LAUGHS and LAUGHS.
          
          Bruce moves to the bed.   Opens his case.
          
          Inside it is a GUN.
          
          EXT. GATES, WAYNE MANOR -- MORNING
          
          Rachel, now 23, stands by her car looking up at the house.
          She can see Bruce in the window. She gives a small wave.
          
          INT. BRUCE'S BEDROOM -- CONTINUOUS
          
          Bruce returns Rachel's wave.    Then FINISHES LOADING HIS GUN.
          
          EXT. GATES, WAYNE MANOR -- MOMENTS LATER
          
          Bruce walks down the drive to Rachel.    He smiles gently.
          
                                BRUCE
                    You look well. "Assistant District
                    Attorney", right?
          
                                RACHEL
                        (nods, smiles)
                    You still trying to get kicked out
                    of the entire ivy league?
          
                                BRUCE
                        (shakes head, smiling)
                    Turns out you don't actually need a
                    degree to do the international playboy
                    thing.
          
          Rachel smiles.   Looks down at her shoes.   Then back to Bruce.
          
                                RACHEL
                    Bruce, I don't suppose there's any
                    way I can convince you not to come-
          
                                                                     22.
          
                                BRUCE
                        (cold)
                    Someone at this proceeding should
                    stand for my parents.
          
                                RACHEL
                    Bruce, we all loved your parents.
                    What Chill did is unforgivable-
          
                                BRUCE
                    Then why is your boss letting him
                    go?
          
                                RACHEL
                    Because in prison he shared a cell
                    with carmine Falcone. He learned
                    things and he'll testify in exchange
                    for early parole.
          
          Bruce shakes his head, opens the car door.     Rachel sighs.
          
          INT./EXT. RACHEL'S CAR ON FREEWAY, GOTHAM -- MORNING
          
          Rachel's car heads towards the golden spires of Gotham.
          
          Bruce stares out the window in silence.
          
          INT. RACHEL'S CAR -- MOMENTS LATER
          
          Rachel pulls into the PARKING LOT of the COURTHOUSE.     Parks.
          Bruce looks at her through the strained silence.
          
                                BRUCE
                    Rachel, this man killed my parents.
                    I cannot let that pass.
          
          Rachel almost says something.   Then SHRUGS.
          
                                BRUCE (CONT'D)
                    Rachel, I need you to understand.
          
          Rachel looks at Bruce. Considering. Gently NODS. Bruce
          nods back. Rachel opens her door and starts getting out.
          
          Bruce slips out his GUN, placing it on the ground behind the
          front wheel of Rachel's car as he gets out.
          
          INT. COURTHOUSE -- DAY
          
          A small bureaucratic proceeding. A five person PANEL. Bruce
          sits amongst the OBSERVERS. Watching the back of Chili's
          head. Rachel's boss, FINCH, addresses the panel.
          
                                FINCH
                    Given the exemplary prison record of
                    Mr.Chill, the 14 years already served
                        (MORE)
          
                                                                   23.
          
                                FINCH (CONT'D)
                    And his extraordinary level of
                    cooperation with one of this office's
                    most important investigations... we
                    strongly endorse Mr.Chill's petition
                    for early release.
          
          The CHAIRMAN nods, consults his paperwork.
          
                                CHAIRMAN
                    I gather a member of the Wayne family
                    is here today...
          
          Chill REACTS, TURNING.   Bruce STUDIES his weathered face.
          
                                CHAIRMAN (CONT'D)
                    ...does he have anything to say?
          
          Chill notices Wayne's cold eyes. Has to look away. Bruce
          RISES, walks out, all eyes on him. Including Rachel's.
          
          EXT. PARKING LOT, COURTHOUSE -- MOMENTS LATER
          
          Bruce MOVES to Rachel's car. Picks up his GUN, stuffs it up
          the sleeve of his overcoat. Waits.
          
          The side exit opens and two COPS come out. A shout goes up
          from the pressmen around the front of the courthouse.
          
                                REPORTERS
                    They're taking him out the side!!
          
          REPORTERS swarm around the building as Chill emerges.
          
                                REPORTER1
                    Chill, any words for the Wayne
                    family?!!
          
          Chill, head down, presses on.   Bruce straightens. Breathes.
          Starts WALKING towards Chill.   A Reporter SPOTS him.
          
                                REPORTER2
                    It's Bruce Wayne!
          
          The Reporters clear a path, eager for a confrontation.
          
                                 BLONDE FEMALE REPORTER
                    Joe!   Hey Joe!!
          
          This one catches Chill's eye- blonde, local t.v. type.
          
          Bruce's hand DROPS to his side as he MOVES... he's BREATHING
          HARD... THINKING... DECIDING...
          
                                BLONDE FEMALE REPORTER (CONT'D)
                    Falcone says hi!!
          
                                                                   24.
          
          She THRUSTS a gun at Chill's chest and FIRES.   Chill DROPS-
          
          Bruce STOPS in his tracks. Reporters DIVE for cover- COPS
          jump on the Blonde Reporter, pinning her...
          
          Bruce. Fifteen feet away. Loaded gun up his sleeve. Face
          as uncomprehending as the night Chill killed his parents.
          Rachel moves to Bruce, pulling him away from the chaos.
          
                                RACHEL
                    Come one, Bruce. Come on, we don't
                    need to see this.
          
          Bruce yanks his arm away.
          
                                BRUCE
                    I do.
          
          INT. RACHEL'S CAR -- EVENING
          
          Rachel drives. Bruce sits there, hands in his lap. Staring.
          Rachel glances over at him. Then pulls over. Turns to him.
          
                                 RACHEL
                        (gentle)
                    Are you okay?
          
                                BRUCE
                        (distant)
                    All these years I wanted to kill
                    him. Now he's gone. Now I can't.
          
                                RACHEL
                    You don't mean that.
          
                                 BRUCE
                        (bitter)
                    What if I do, Rachel? Chill killed
                    my parents. They deserved justice.
          
          Rachel looks at him, appalled.
          
                                RACHEL
                    You're not talking about justice,
                    you're talking about revenge.
          
                                BRUCE
                    Sometimes they're the same.
          
                                RACHEL
                    They're never the same, Bruce.
                    Justice is about harmony... revenge
                    is about you making yourself feel
                    better. That's why we have an
                    impartial system-
          
          Rachel pulls out into the street.
          
                                                                    25.
          
                                BRUCE
                    Well, your system of justice is broken-
          
                                RACHEL
                    Don't you tell me the system's broken,
                    Bruce! I'm out here every day trying
                    to fix it while you mope around using
                    your grief as an excuse to do nothing.
                    You care about justice..?
          
          Rachel YANKS the wheel-
          
          EXT. FREEWAY, GOTHAM -- CONTINUOUS
          
          Rachel's car SCREECHES across two lanes, onto an EXIT RAMP.
          
          INT./EXT. RACHEL'S CAR ON SURFACE STREETS -- CONTINUOUS
          
          The streets below are DARK, crowded and THREATENING-
          
                                RACHEL
                    Look beyond your own pain, Bruce.
          
          Rachel gestures at the filthy streets.   Down dark alleys-
          shadowy figures conduct business.
          
                                RACHEL (CONT'D)
                    This city is rotting. Chill is not
                    the cause, he's the effect.
                    Corruption is killing Gotham and
                    Chill being dead doesn't help that-
                    it makes it worse because Falcone
                    walks. He carries on flooding our
                    city with crime and drugs... creating
                    new Joe Chills... Falcone may not
                    have killed your parents, Bruce, but
                    he's destroying everything they stood
                    for...
          
          They pull up in front of a BASEMENT CLUB.
          
                                RACHEL (CONT'D)
                    They all know where to find Falcone...
                        (gestures at club)
                    But no one will touch him because he
                    keeps the bad people rich and the
                    good people scared.
          
          Rachel turns on Bruce.
          
                                RACHEL (CONT'D)
                        (quiet)
                    And what chance does Gotham have
                    when the good people do nothing?
          
          She pokes him in the chest.   Bruce looks down at her finger.
          
                                                                       26.
          
                                BRUCE
                    I'm not one of your "good people",
                    Rachel. Chill took that from me.
          
          Rachel looks at Bruce strangely.
          
                                RACHEL
                    What do you mean?
          
          Bruce pulls up his sleeve. Turns his hand over.     Rachel
          stares at the GUN in his hand, SHOCKED.
          
                                BRUCE
                    I was going to kill him myself.
          
          She looks at Bruce. Then SLAPS him. Bruce does nothing.
          Rachel SLAPS him again and again... Nothing. She stops.
          Tears flowing.
          
                                RACHEL
                    You're no better than the rest.
          
          Rachel points at the gun.   Looks into Bruce's eyes.
          
                                RACHEL (CONT'D)
                    Your father would be ashamed of you.
          
          Bruce stares at Rachel.   Opens his door.
          
          EXT. DOCK AREA, GOTHAM -- CONTINUOUS
          
          Bruce watches Rachel's car disappear. Turns to look at the
          line of SHIPS in the harbor. He makes his way to the water.
          Takes out his gun. Turns it, STUDIES the light off its metal-
          
          INSERT CUT: the TREMBLING BARREL of Chill's gun, inches from
          Thomas Wayne's chest.
          
          Bruce, with contempt, FLINGS his gun into the black water.
          
          EXT. BASEMENT CLUB, FACING DOCKS -- LATER
          
          Bruce walks towards the entrance.    A BOUNCER steps out,
          looking at him with contempt.
          
                                BOUNCER
                    Get lost, kid.
          
          Bruce pulls a massive wad of cash from his pocket.     Splits
          it in two. Offers one half.
          
                                BRUCE
                    The other half when you give me the
                    nod that Falcone's leaving. Unawares.
          
          The Bouncer looks at Bruce.    Takes the money.
          
                                                                      27.
          
          EXT. BASEMENT CLUB, FACING DOCKS -- LATER
          
          Bruce watches the entrance from the shadows. Two THUGS escort
          a thickset man out of a club. The Bouncer waves-
          
                                 BOUNCER
                     'Night, Mr.Falcone.
          
          The three men move towards a waiting limo-
          
          WHAM- one Thug takes a kick to the head, goes down- Bruce
          steps from the shadows- the Second Thug goes for his gun-
          Bruce GRABS his arm- CHOPS his throat- JUDO FLIPS the thug...
          
          Bruce turns to Falcone who looks at him, curious.
          
                                 FALCONE
                     The little rich kid.     No gun?   I'm
                     insulted.
          
          The First Thug lunges at Bruce with a KNIFE- Bruce puts him
          down with a graceful SWEEP-
          
                                 BRUCE
                     I don't need a gun.
          
                                    FALCONE
                     Yes, you do.
          
          CLICK.   A gun is at bruce's head.    Held by the Bouncer
          
                                 FALCONE (CONT'D)
                     Money isn't power down here- fear
                     is.
          
          The Bouncer pistol whips him once, hard. Bruce goes down.
          The Bouncer drops Bruce's money onto him.
          
                                 FALCONE (CONT'D)
                     You shoulda just sent me a thank-you
                     note...
          
          Bruce looks up at Falcone.     Spits blood.
          
                                 BRUCE
                     I didn't come here to thank-you. I
                     came to show you that nit everyone
                     in Gotham is afraid of you.
          
                                  FALCONE
                         (laughs)
                     Just those that know me. You got
                     balls, kid...
                         (cold)
                     But you don't belong down here with
                     us. We don't play fair.
                         (MORE)
          
                                                                    28.
          
                                FALCONE (CONT'D)
                    Now go back to your big house, wrap
                    yourself in your silk sheets and
                    I'll send you a shoulder to cry on.
          
                                BRUCE
                    You don't dress well enough to be a
                    pimp.
          
          Falcone lights a cigar.    Stares down at bruce.   Ice.
          
                                FALCONE
                    You miss your Mommy and Daddy? Come
                    down here again, I send you to them.
          
          Falcone turns. His thugs get into the limo with him. Bruce
          watches it slide into the night. Struggles to his feet...
          
          Bruce walks the docks, wiping blood from his mouth. SHADOWS
          in doorways mark his progress. Three YOUTHS approach. Bruce
          stiffens, but they cross the street to avoid him.
          
                                MALE VOICE (O.S.)
                    No one'll mess with ya.
          
          Bruce turns. A HOMELESS MAN warming at a flaming oil drum.
          One of many HOMELESS clustered around the docks.
          
                                HOMELESS MAN
                    Wander 'round here dressed like that,
                    means you got something to prove.
                    Man with something to prove is
                    dangerous.
          
          Bruce STARES at the man. Thinking. Takes out his wallet.
          Removes the money. Hands it to the Homeless Man.
          
                                   HOMELESS MAN (CONT'D)
                    For what?
          
                                   BRUCE
                    Your jacket.
          
          Bruce DROPS his wallet into the fire. The Homeless Man
          LAUGHS. Bruce pulls off his tie, throws it into the fire.
          He pulls off his overcoat, bundles it up ready to-
          
                                HOMELESS MAN
                    Lemme have it, that's a good coat.
          
          Bruce looks at the Homeless Man, who has removed his own.
          They EXCHANGE clothing.
          
                                BRUCE
                    Be careful who sees you with that.
                        (off look)
                    They're gonna come looking for me.
          
                                                                   29.
          
                                HOMELESS MAN
                    Who?
          
          Bruce smiles.
          
                                BRUCE
                    Everyone.
          
          Bruce, less incongruous in his "new" coat, moves down towards
          the stacks of containers...
          
          Bruce wanders the stacks. A HORN sounds. Bruce's eyes lock
          onto the ship preparing to leave. Bruce runs towards it
          trough the shadows...
          
                                DUCARD (O.S.)
                    And when you left Gotham...
          
          And we are-
          
          EXT. HIMALAYAN MONASTERY -- DAY
          
                                DUCARD
                    ...what were you seeking?
          
          Ducard LEAPS up onto a STONE WALL. GRABBING ON using pikes
          on his palms and on his feet. Wayne watches.
          
                                WAYNE
                    To lose myself. I couldn't do
                    anything as Bruce Wayne. I felt
                    useless.
          
          Ducard gestures up to the top of the 50-ft wall.
          
                                DUCARD
                    Perhaps you can beat my record.
          
          Bruce JUMPS up onto the wall, HIGHER than Ducard.   Confident.
          
                                WAYNE
                    How long?
          
                                DUCARD
                    Two days.
                        (off look)
                    The test is not to see how quickly
                    you can climb, but how slowly. The
                    Ninja is thought invisible, but
                    invisibility is largely a matter of
                    patience.
          
          Ducard reaches up for another handhold.   Slowly.
          
                                DUCARD (CONT'D)
                    On your journey... you sought
                    knowledge of the criminal world?
          
                                                                     30.
          
                                WAYNE
                        (nods)
                    I needed to understand the thoughts
                    and feelings of those who stand in
                    the shadows...
          
                                                                 CUT TO:
          
          EXT. CROWDED MARKET, AFRICAN PORT TOWN -- EVENING (MEMORY)
          
                                WAYNE (V.O.)
                    The first time you're forced to steal
                    not to starve...
          
          Bruce picks up a mango from a stack to examine it. As he
          does so he uses his lower hand to slip a PLUM into his pocket.
          
          EXT. ALLEY, AFRICAN PORT TOWN -- LATER
          
          Bruce squats in a doorway. Bites hungrily into his plum.
          He looks up. A CHILD in rags sits in the next doorway,
          STARING. Bruce stares back, juice dripping.
          
                                WAYNE (V.O.)
                    ...you lose many assumptions about
                    the simple nature of right and wrong.
          
          Bruce hands the Child the plum.   Licks his fingers.   Hard.
          
          INT. TRAIN STATION, LONDON -- DAY
          
          Bruce (bearded, filthy) in a crowd, with an ELDERLY MAN.
          
                                WAYNE (V.O.)
                    I needed to feel the fear before a
                    crime...
          
          The Elderly Man SPOTS a BUSINESSMAN hurrying along- STEPS
          into his path, engineering a COLLISION, tumbling to the
          pavement. The Businessman and Bruce both CROUCH to help.
          
                                WAYNE (V.O.) (CONT'D)
                    And the thrill of success...
          
          Bruce SLIPS the Businessman's wallet out of his pocket. The
          Businessman moves off. Bruce shows the Elderly Man the wallet
          for APPROVAL. Then HURRIES after the Businessman.
          
                                WAYNE (V.O.) (CONT'D)
                    ...without becoming one of them.
          
          Bruce CATCHES the Businessman, gives him the wallet. The
          Businessman thanks Bruce- noticing his destitution, he HANDS
          Bruce a banknote. Bruce nods thanks.
          
                                                                     31.
          
          INT. WAREHOUSE, UNDER THE ARCHES, EASTERN EUROPE -- NIGHT
          
          Bruce tries to crack a safe under the supervision of a YOUNG
          TOUGH. The Young Tough shakes his head, spins the dial and
          whips open the safe. Showing Wayne the action.
          
                                WAYNE (V.O.)
                    I thought I would find something...
          
          INT. SMOKE-FILLED BACKROOM, SHANGHAI -- NIGHT
          
          At a table with a CHINESE BOSS and SEVEN CRIMINALS drinking,
          laughing, showing each other their spoils (watches, phones).
          
                                WAYNE (V.O.)
                    I thought I would learn what I needed
                    to do with my skills and my anger...
          
          INT. WAREHOUSE, SHANGHAI -- DAY
          
          A TRUCK races through the door. Two Criminals yank the doors
          shut after. Bruce and the Boss jumps down from the cab.
          
                                WAYNE
                    But the harder I looked the less I
                    saw. The less I knew...
          
          Bruce turns to the Boss wary.
          
                                BRUCE
                    Where's this friend of yours?
          
                                 BOSS
                        (shrugs)
                    Not friend. Friend of friend.
          
          Bruce rolls his eyes.   Looks at the Boss with contempt.
          
                                WAYNE (V.O.)
                    Until I wasn't even sure what I'd
                    been looking for in the first place...
          
          The doors EXPLODE COPS burst in, shouting in Mandarin.
          
          INT. SAME -- LATER
          
          The back of the truck is opened.   Cops inventory piles of
          BOXES pulled out of the back.
          
                                WAYNE (V.O.)
                    And I was lost.
          
          Bruce sits in a line of criminals, bands cuffed behind back.
          A Cop YANKS him to his feet, hauling him over to an OFFICER.
          
                                                                     32.
          
                                COP
                        (in Mandarin)
                    He refuses to give his name.
          
          The Officer smiles solicitously at Bruce.
          
                                OFFICER
                        (in Mandarin)
                    Fool- this is china, you're a
                    criminal, what the hell do I care
                    what your name is?
          
                                BRUCE
                        (in fluent Mandarin)
                    I'm not a criminal.
          
          The Officer, surprised, waves Bruce away.     Looks at the truck.
          
                                OFFICER
                        (in accented English)
                    Tell that to the guys who owned these!
          
          He KICKS a BOX: CLOSE ON the WAYNE INDUSTRIES logo.
          
                                                                  CUT TO:
          
          EXT. WALL, HIMALAYAN MONASTERY -- DAWN
          
          Wayne and Ducard cling to the wall just short of the roof,
          eyes LOCKED. Both are in AGONY, sweat-drenched, STRAINING.
          
          Ducard BLINKS. REACHES for the roof and pulls himself up.
          Wayne closes his eyes in relief. Ducard pulls Wayne up onto
          the roof. They lie there in the half-light. Ducard turns
          to Wayne. Puts a hand on his shoulder. Proud.
          
                                DUCARD
                    You are ready.
          
          INT. THRONE ROOM -- NIGHT
          
          Close on Wayne's BLUE POPPY- now SHRIVELED DRY- on the altar.
          Wayne, clad in black ninja uniform watches as Ducard, also
          in black, picks it up, takes a pestle and mortar, drops in
          the dried flower, and grinds it to dust.
          
          Ducard pours the dust into a small brazier. Lights it.
          Motions to Wayne, who approaches the smoking altar.
          
                                DUCARD
                    Drink in your fears.   Face them.
          
          Wayne breathes the smoke. He shakes his head, REACTING to
          the effects of the smoke... his mind is plagued by IMAGES:
          
          Chill's trembling gun- Young Bruce FALLING- Thomas STAGGERING-
          
                                                                      33.
          
          Ducard puts on his ninja mask. Motions Wayne to do the same.
          Wayne STRUGGLES to think through the effects of the smoke...
          
                                WAYNE
                    Why The masks?
          
          As if in reply, DOZENS of NINJAS step forward from the
          shadows: the hall is filled with identical Ninjas. Ducard
          has melted into the crowd. Wayne raises his guard...
          
                                DUCARD
                    To conquer fear, you must become
                    fear... you must bask in the fear of
                    other men... and men fear most what
                    they cannot see-
          
          Ducard STRIKES at Wayne- Wayne SPINS, PARRIES- but Ducard
          has gone. The Ninjas movie in unison, forming WALLS...
          
                                DUCARD (CONT'D)
                    It is not enough to be a man... you
                    have to become an idea... a terrible
                    thought... a wraith-
          
          The Ninja nearest Wayne TURNS and SLASHES- it is Ducard.
          Wayne LEAPS sideways, ROLLING through the wall of Ninjas. He
          looks at his arm- it has been slashed, the uniform torn a
          dead giveaway. Wayne looks around, crouched, READY...
          
          One wall of Ninjas PARTS, revealing a WOODEN BOX.   Wayne
          stares at it, MIND SPINNING from the smoke.
          
                                DUCARD (O.S.) (CONT'D)
                    Face your fear...
          
          Wayne cautiously approaches the box.   Carefully lifts the
          lid. PEERS inside...
          
          BATS EXPLODE from the box, FILLING the air- Wayne dives away
          from the box, STARING up at the squawking bats- flinching...
          
          Ducard LEAPS at Wayne, who ROLLS sideways, blocking- Wayne
          turns to face Ducard, but he is lost in the Ninjas, bats
          filling the air, Wayne FLINCHING with their attacks...
          
          Wayne stays low, SLASHES the arm of the Ninja nearest him-
          the man does not move. Wayne turns. Fighting to THINK.
          
          A Ninja paces softly through the crowd, as he speaks, we can
          tell this is Ducard...
          
                                DUCARD (CONT'D)
                    Become one with the darkness...
          
          Ducard falls in behinds a Ninja with a SLASHED SLEEVE... He
          KNOCKS him to his knees, sword against throat-
          
                                                                     34.
          
                                DUCARD (CONT'D)
                    You cannot leave any sign...
          
          Ducard pulls off his own mask.   Disappointed.
          
                                  WAYNE (O.S.)
                    I haven't.
          
          A SWORD IS AT DUCARD'S NECK- Wayne is behind him, pulling
          off his mask. Ducard looks around... several of the Ninjas
          around them have slashed sleeves. Ducard smiles.
          
          The Ninjas TURN, in unison, and sit.
          
          Ra's Al Ghul is seated on a small stage at the head of the
          room. Ducard leads Wayne to sit down in front of Ra's. A
          Ninja places a tray between them: a bottle and a burning
          candle. Ducard places the candle in front of Wayne and hands
          him a small glass. Ra's Al Ghul begins speaking in Urdu.
          
                                DUCARD
                    We have purged your fear. You are
                    ready to lead these men. You are
                    ready to become a member of the League
                    of Shadows. Drink.
          
          Wayne tips back the glass.   Strong stuff.
          
                                DUCARD (CONT'D)
                    By blowing out this candle you
                    renounce your mortal life. You
                    renounce forever the cities of man.
                    You dedicate your life to solitude.
          
          Wayne leans forward to blow out the candle.    PAUSES.   Looks
          at the rows of seated Ninjas.
          
                                WAYNE
                    Where will I be leading these men?
          
                                DUCARD
                    You will need them in Gotham.
          
                                WAYNE
                    You want me to go back to Gotham?
          
          Ra's stares at Wayne.   Starts speaking...
          
                                DUCARD
                    You yourself are a victim of Gotham's
                    decay. That is why you came here,
                    and that is why you must go back.
                    You will assume the mantle of your
                    birthright. As Gotham's favored son
                    you will be ideally placed...
          
                                                                    35.
          
                                   WAYNE
                    For what?
          
                                DUCARD
                    To help us destroy the city.
          
                                   WAYNE
                    What?!
          
                                DUCARD
                    When Gotham falls, the other cities
                    will follow in short order. Nature's
                    balance will be restored and Man
                    will finally return to solitude.
          
          Wayne turns to Ducard.
          
                                WAYNE
                    You can't believe in this.
          
          Ducard looks at Wayne, troubled.
          
                                DUCARD
                    Ra's Al Ghul has rescued you from
                    the darkest corner of your own
                    heart... what he asks in return is
                    obedience. And the courage to do
                    what is necessary.
          
          Wayne stares down at the flickering candle.    At the bottle.
          
          Wayne FLICKS his sword out, SMASHING the bottle, TIPPING the
          candle- FLAMES spread across the wooden floor-
          
                                 DUCARD (CONT'D)
                        (reaching to extinguish
                         flames)
                    What are you doing?
          
                                WAYNE
                    What's necessary.
          
          Wayne STRIKES Ducard in the head with the butt of his sword,
          DOUSES his mask in the liquid fire and TOSSES it back into
          the mezzanine where the explosive powders are stored...
          
          Ra's LEAPS from his throne, STRIKING at Wayne with his sword-
          Wayne parries- EXPLOSIONS roar from the balcony, shooting
          flame across the ceiling- Ra's and Wayne fight as EXPLOSIONS
          surround them...
          
          Wayne LEAPS clear as FLAMING DEBRIS collapses onto Ra's,
          CRUSHING him... the flames are rising, Ninja bodies are strewn
          around, fresh explosions rip across the hall as Ninjas flee
          and Wayne spots Ducard lying unconscious.
          
                                                                     36.
          
          Wayne PICKS UP Ducard, hauls him out of the Throne room,
          into a passage, SMASHING THROUGH an ornate screen...
          
          EXT. MOUNTAINS -- CONTINUOUS
          
          Wayne and Ducard CRASH down onto a steep slope of ice and
          rock, the monastery exploding above them... Wayne rolls over,
          GRABS a rock, looks across to see-
          
          Ducard UNCONSCIOUS, SLIDING down the icy slope. His limp
          form ROTATES, spinning as his body gathers MOMENTUM, rushing
          towards the EDGE of the CLIFF...
          
          Wayne DIVES AFTER HIM, SLIDING HEAD-FIRST down the ice...
          the cliff closer and closer as Wayne RACES after Ducard...
          
          MERE FEET FROM THE CLIFF EDGE, Wayne GRABS Ducard- raises
          his free GAUNTLET-CLAD ARM, and SMASHES AT THE ICE, DIGGING
          IN with the BRONZE SCALLOPS... STOPPING on the edge- Ducard
          HANGS LIMPLY over a tremendous drop- Wayne STRUGGLES with
          the dead weight. Wayne PULLS Ducard up onto the ice.
          BREATHING.
          
          EXT. TINY HAMLET, HIMALAYAS -- DAY
          
          Wayne CARRIES Ducard down the road.
          
          INT. SHERPA'S HUT -- MOMENTS LATER
          
          Wayne KICKS the door open. The Old Man he saw on his way up
          the mountain stares back at him. Then motions Wayne to put
          Ducard down onto some mats. The Old Man wipes blood from
          Ducard's temple. Looks at Wayne, who is moving to the door...
          
                                OLD MAN
                    I will tell him you saved his life.
          
          Wayne stops.   Turns.   Looks back at Ducard.
          
                                WAYNE
                    Tell him... I have an ailing ancestor
                    who needs me.
          
          Wayne puts his hands together in formal salute.   Bows.
          
          INT. CLIMBER'S BAR, BHUTAN -- DAY
          
          A smoky inn, full of SHERPAS and CLIMBERS. Wayne enters,
          FILTHY, RAGGED. Conversation CEASES. Everyone STARES.
          
          INT. SAME -- MOMENTS LATER
          
          Wayne uses a phone at the bar, waiting for an answer-
          
                                ALFRED (O.S.)
                    Wayne residence.
          
                                                                  37.
          
          Wayne SMILES at Alfred's familiar voice.
          
                                   WAYNE
                        (hoarse)
                    Alfred.
          
                                ALFRED
                        (unflappable)
                    Master Wayne. It's been some time.
          
                                 WAYNE
                    Yes.   Yes it has.      I need a ride.
          
                                ALFRED
                    And where are we, sir?
          
          Wayne glances around.
          
                                WAYNE
                    Bhutan, I think.
          
          A curious Sherpa nearby NODS at Wayne.
          
                                ALFRED
                    Am I to assume that you're without
                    money and passport?
          
                                WAYNE
                    I'm traveling a bit light, yes.
          
                                ALFRED
                    I believe there's an airstrip at
                    Khatmandu long enough for a G5.
                    Make your way there, I'll have the
                    jet down in fifteen hours.
          
                                  WAYNE
                    Very good.    Oh, and Alfred?
          
                                   ALFRED
                    Yes, sir?
          
                                WAYNE
                    Bring some painkillers.
          
          INT. PRIVATE JET -- DAWN
          
          Wayne steps out of the washroom, clean-shaven, fresh tailored
          clothes. The jet breaks cloud, revealing GOTHAM bathed in
          glorious SUNRISE. Wayne looks out at the city. Alfred,
          sleeping opposite, opens an eye.
          
                                WAYNE
                    Have you told anyone I'm coming home?
          
                                                                    38.
          
                                ALFRED
                    I thought you might like to surprise
                    a few people.
          
                                WAYNE
                    No one can know I'm back. Not until
                    I'm ready. I'll need everything on
                    the company- shareholders' reports,
                    holdings. Everything.
          
          Alfred SMILES to himself.    Closes his eyes again.
          
                                ALFRED
                    You sound like a man with purpose.
          
          Wayne stares at the vast city beneath them as the jet BANKS.
          
                                WAYNE
                    Gotham needs me, Alfred.     Gotham
                    needs... a symbol.
          
                                ALFRED
                    What symbol, sir?
          
                                WAYNE
                    I'm not sure. Something for the
                    good to rally behind...
          
          EXT. GOTHAM -- SUNRISE
          
          MOVING over SPIRES of the city catching GOLD of first light.
          
                                WAYNE (V.O.)
                    ...and the criminals to fear.
          
          INT. LIBRARY, WAYNE MANOR -- NIGHT
          
          Wayne, cross-legged on the floor, STUDIES a thick report.
          Circles something, closes it. Draws another from a STACK.
          
          INT. KITCHEN, WAYNE MANOR -- EVENING
          
          Alfred makes tea.    A television plays: business news.
          
                                INTERVIEWER (over television)
                    Lot of interest in new directions
                    Wayne Industries has been taking...
          
          Alfred looks up:    Earle is being interviewed.
          
                                INTERVIEWER (CONT'D)
                    ...couple big defense contracts in
                    the bag... as well as rumors that
                    the board is petitioning to have
                    Bruce Wayne, missing for seven years
                    now, declared officially dead.
          
                                                                       39.
          
                                EARLE
                        (smiles thinly)
                    Our operating assumption is always
                    the hopeful one that Bruce'll
                    resurface sometime soon.
          
          INT. LIBRARY, WAYNE MANOR -- CONTINUOUS
          
          Wayne HEARS a CHITTERING.    He rises, moving out into the
          main hall...
          
          INT. MAIN HALL, WAYNE MANOR -- CONTINUOUS
          
          Wayne STARES: a small shadow SPUTTERS around the ceiling...
          
                                ALFRED (O.S.)
                    A blessed bat gain, sir.
          
          Wayne turns to find Alfred standing there with a tea service.
          
                                ALFRED (CONT'D)
                    They nest somewhere on the grounds.
          
          Wayne watches the dark shape FLICKER around the ceiling.
          
          EXT. GROUNDS, WAYNE MANOR -- DAY
          
          Wayne walks across the gardens to the greenhouse.    He wears
          a long overcoat, a coil of rope over one arm.
          
          INT. GREENHOUSE -- CONTINUOUS
          
          Now derelict.   Glass cracked or missing, paint peeled from
          wrought iron.   Wayne stands in the entrance, remembering-
          
          INSERT CUT: Rachel, LAUGHING, SPRINTING between the tables.
          
          INT. DISUSED WELL SHAFT -- MOMENTS LATER
          
          DARKNESS, punctured by LIGHT as BOARDS are YANKED, splintering
          from the mouth of the well, high above.
          
          Wayne LOWERS himself down the shaft, overcoat billowing.      He
          undoes his rope at the bottom. TURNS, finding-
          
          The DARK CREVICE between the rocks. Wayne CROUCHES, pushing
          into the BLACKNESS, crawling through into-
          
          INT. CAVERNS -- CONTINUOUS
          
          Wayne climbs down a jagged rock crevice. Air blows in his
          face. The crevice WIDENS into a low-ceilinged chamber.
          Wayne hears the RUSH of WATER. He crouches, advances through
          the low chamber. It turns DOWNWARDS, steeper- Wayne carefully
          slides on his back, LOWERING HIMSELF into...
          
                                                                      40.
          
          LIMITLESS BLACK. Wayne stands. A ROAR of water now. He
          REACHES into his coat, pulls out a CHEMICAL TORCH. CRACKS
          it, throwing LIGHT into...
          
          A VAST CAVERN. An underground RIVER, a JAGGED ceiling, far
          above, which, as Wayne PEERS, starts to MOVE-
          
          BATS EXPLODE from the ceiling. THOUSANDS DESCEND, SCREECHING,
          attracted to the light- Wayne instinctively CROUCHES. But
          as they SWARM around him terrifyingly...
          
          Wayne RISES to his feet amidst a CYCLONE of bats, watching
          the fluttering blackness with a profound CALM.
          
          And he knows the symbol he must use.
          
          INT./EXT. ROLLS ROYCE ON GOTHAM STREETS -- MORNING
          
          Wayne stares at the DECAY.    Sadness gives way to anger.
          
          EXT. WAYNE PLAZA -- LATER
          
          The Rolls pulls up onto the Plaza in front of Wayne Station.
          The station is deserted. Derelict. Wayne gets out, staring.
          
                                WAYNE
                    Is it closed?
          
                                ALFRED
                    They still run a token service out
                    of respect for your father.
          
                                WAYNE
                        (low)
                    Respect?
          
          INT. BOARD ROOM, WAYNE TOWER -- CONTINUOUS
          
          A board meeting in full swing. Earle presiding. He is
          addressing a portly, distinguished man at the other end.
          This is JUDGE PHELAN.
          
                                EARLE
                    Clearly, Judge Phelan, moving to
                    have Bruce declared dead is not
                    something that any of us here
                    relishes... but as responsible
                    managers it falls to us to act on
                    behalf of Wayne Industries...
          
          INT. OUTER OFFICE, WAYNE TOWER -- CONTINUOUS
          
          Wayne walks past the young, beautiful ASSISTANT sat her desk.
          
                                WAYNE
                    Morning.
          
                                                                      41.
          
          The Assistant gets to her feet.
          
                                ASSISTANT
                    Sir, you can't go in there!
          
          Wayne turns to her.   Smiles.
          
                                  WAYNE
                    Yes, I can.
          
          The Assistant RECOGNIZES him, stands there, SHOCKED.
          
          INT. BOARD ROOM, WAYNE TOWER -- CONTINUOUS
          
          As the door OPENS, Earle looks over, annoyed.
          
                                EARLE
                    I'm sorry, can I...?
          
          Earle STARES.   Dumbstruck.     All heads TURN- Wayne smiles.
          
                                WAYNE
                    Sorry to barge in, but I was in the
                    areas...
          
          SILENCE. Earle gets to his feet, approaching Wayne, STARING.
          He SHAKES Wayne's hand, claps the other on his shoulder.
          
                               EARLE
                    My boy! We thought you were gone
                    for good.
          
                                WAYNE
                    What can I say? "Reports of my death
                    have been greatly exaggerated".
          
          Nervous chuckles.   Judge Phelan stares at Wayne, incredulous.
          
                                EARLE
                    Can I ask where you've been?
          
                                WAYNE
                        (mischievous)
                    You can ask...
          
                                 EARLE
                        (smiles)
                    Well, perhaps you'll tell us your
                    plans. Are you back to finish
                    college?
          
                                WAYNE
                    Actually, I thought I'd get to grips
                    with what we actually do around here.
                    From the ground up- one division at
                    a time.
          
                                                              42.
          
          Earle takes this in, nodding.
          
                                EARLE
                    Any idea where you'd like to start?
          
                                WAYNE
                    Applied sciences caught my eye.
          
                                EARLE
                    Mr.Fox's department. I'll make a
                    call. You can start today.
          
                                WAYNE
                    Actually, I've got a one o'clock tee-
                    off, and it took me all morning to
                    convince the club to honor my old
                    membership.
                        (grins at Earle)
                    Apparently they don't have to meet
                    the same high standards as you when
                    it comes to declaring someone dead.
          
          INT. STAIRCASE, DISTRICT ATTORNEY'S OFFICE -- DAY
          
          Rachel HURRIES down marble stairs to catch Finch.
          
                                RACHEL
                    Mr.Finch
          
                                FINCH
                        (weary)
                    Yes, Miss Dodson?
          
                                RACHEL
                    Mr.Finch, on the Falcone matter-
          
                                FINCH
                        (here we go again)
                    The case against Falcone died with
                    Chill. We had our shot.
          
          They walk out into the parking lot...
          
          EXT. PARKING LOT, COURTHOUSE -- CONTINUOUS
          
                                RACHEL
                    That was then- but now he's importing
                    drugs, everybody knows it, let's
                    take it to Harvey Dent and-
          
                                FINCH
                        (looking around)
                    Keep your voice down.
                        (quite, sympathetic)
                    Look, Rachel, Falcone's got Judge
                    Phelan and half of City Hall bought
                        (MORE)
          
                                                                      43.
          
                                 FINCH (CONT'D)
                    And paid for. So you got burned on
                    Falcone- let it go, we've got bigger
                    fish to fry.
          
                                RACHEL
                    That would make a lot more sense if
                    we were doing any frying.
          
          Finch, uncomfortable, TURNS.   Rachel WATCHES him exit...
          
          INT. ROLLS ROYCE -- CONTINUOUS
          
          In The back seat, Wayne WATCHES Rachel standing there.
          
                                ALFRED
                    Shall I park, sir?
          
          Wayne wrestles for a moment...
          
                                WAYNE
                    No, let's go.
          
          Alfred pulls out with a touch of disappointment.
          
          INT. APPLIED SCIENCES DIVISION -- DAY
          
          A massive WAREHOUSE, stacked with crates, odd-shaped under
          dust covers, lab equipment. LUCIUS FOX, aged 52, leads Wayne
          through the stacks, speaking in calm, knowledgeable tones.
          
                                FOX
                    Environmental applications, defense
                    projects, consumer products... all
                    prototypes, none if production at
                    any level whatsoever.
          
                                WAYNE
                    None?
          
          Fox pauses, turns to Wayne, a wicked gleam in his eye.
          
                                FOX
                    What did they tell you this place
                    was?
          
                                WAYNE
                    They didn't tell me anything.
          
                                FOX
                    Told me exactly what it was when
                    they sent me here... a dead end where
                    I couldn't cause any more trouble
                    for the rest of the board.
          
                                WAYNE
                    You were on the board?
          
                                                                   44.
          
                                FOX
                    Back when your father ran things.
          
                                WAYNE
                    You knew my father?
          
                                FOX
                    Sure. Helped him build his train.
                    Beautiful project- routed right into
                    Wayne Tower, along with the water
                    and power utilities. Made Wayne
                    Tower the unofficial heart of Gotham.
          
          Fox stops at a tall CRATE. Checks paperwork. Opens the
          crate: a BODYSUIT- clear silicone over jointed armor.
          
                                FOX (CONT'D)
                    Here it is: the nomex survival suit
                    for advanced infantry. Kevlar bi-
                    weave, reinforced joints...
          
          Wayne feels the fabric of the suit.
          
                                WAYNE
                    Bullet-proof?
          
                                FOX
                    Anything but a straight shot.
          
                                WAYNE
                    Tear-resistant?
          
          Fox HACKS at the suit with his pen- it doesn't even mark.
          
                                FOX
                    This sucker'll stop a knife.
          
                                WAYNE
                    Why didn't they put it into
                    production?
          
                                FOX
                    The bean counters figured a soldier's
                    life wasn't worth the 300 grand.
          
          Fox looks at Wayne.   Suspicious.
          
                                FOX (CONT'D)
                    What do you want with it, Mr.Wayne?
          
                                WAYNE
                    I want to borrow it. For spelunking.
                        (off look)
                    You know, cave-diving.
          
          Fox shrugs.   Puts the lid back on the crate.
          
                                                                  45.
          
                                 FOX
                    You get a lot of gunfire down in
                    those caves?
          
                                 WAYNE
                        (smiles)
                    Listen, I'd rather Mr.Earle didn't
                    know about me borrowing-
          
                                FOX
                    Mr.Wayne, the way I see it...
          
          Fox waves his arm, taking in the enormous facility.
          
                                FOX (CONT'D)
                    All this stuff is yours, anyway.
          
          INT. CAVERNS BENEATH WAYNE MANOR -- DAY
          
          Wayne, high on the cavern wall, in climbing harness, HAMMERS
          a bracket into the rock securing a line of industrial LAMPS.
          
                                 WAYNE
                    Okay!   Give it a try.
          
          Alfred throws a switch on a portable GENERATOR: the lamps
          flicker on, dimly lighting the length of one wall. Alfred
          peers at the DAMP, DINGY surroundings.
          
                                ALFRED
                    Oh, charming.
          
          Alfred sees the BATS covering the entire ceiling.
          
                                ALFRED (CONT'D)
                    At least you'll have company.
          
          Wayne RAPPELS to the cave floor, looks up to a HIGH corner:
          CRUMBLING BRICKWORK. Alfred follows his gaze.
          
                                ALFRED (CONT'D)
                    Must be the lowest foundations of
                    the Southeast wing.
          
          Wayne CLIMBS up: poking through the rock ceiling: the bottom
          of a wrought-iron SPIRAL STAIRCASE. In the center of the
          spiral: a dumb-waiter lift, fallen off its track. Wayne
          grabs the chains of the lift, RATTLES them- sending a wave
          ECHOING up into the darkness.
          
                                ALFRED (CONT'D)
                    During the civil war your great-
                    grandfather was involved with the
                    underground railroad. Secretly
                    transporting freed slaves to the
                    North. I suspect these caverns came
                    in handy.
          
                                                                    46.
          
          Wayne jumps down. Moves to the small river. Follows it
          where it disappears under rocks. Steps over. Alfred waits.
          The ROAR of WATER gets louder and the light gets BRIGHTER.
          Wayne follows the tunnel around a dog leg, emerging...
          
          BEHIND THE FACE OF A WATERFALL. Wayne grins, HOPS along
          slick rocks right up to the beautiful CURTAIN of water.
          
                                WAYNE
                        (awe)
                    Alfred, come up here.
          
          Alfred is twenty feet behind on the dry rocks.
          
                                ALFRED
                    I can see it very well from here,
                    thank-you, sir.
          
          Wayne, mesmerized, reaches for water that is liquid light.
          
          INT. UNMARKED POLICE SEDAN -- EVENING
          
          Gordon, now 46 and a Detective, in the passenger seat. Worn
          eyes watching his partner, FLASS, 42, glad-hand the owner of
          the liquor store they are parked outside. Flass squeezes
          into the driving seat holding a wad of CASH.
          
                                FLASS
                    Don't s'pose you want a taste?
          
          Gordon looks at Flass, cold.   Flass shrugs.   Counts his money.
          
                                FLASS (CONT'D)
                    I keep offering 'cause who knows,
                    maybe one day you'll get wise.
          
                                GORDON
                    Nothing wise in what you do, Flass.
          
                                FLASS
                    Yeah? Well, Jimbo, you don't take
                    your taste- makes us guys nervous
                    you might decide to roll over-
          
                                 GORDON
                        (irritated)
                    I'm no rat, Flass.
                        (calmer)
                    In a town this bent, who's there to
                    rat to, anyway?
          
          Flass LAUGHS at this, hits the gas.
          
          EXT. ROOFTOPS, GOTHAM -- CONTINUOUS
          
          Moving in on a rooftop balustrade to discover Wayne, wearing
          the bodysuit, crouched, watching the police station across
          
                                                                     47.
          
          The street. He pulls on a black balaclava. CLIMBS through
          the SHADOWS using Ninja SPIRES on his hands and feet.
          
          EXT. POLICE STATION -- MOMENTS LATER
          
          Gordon slams the car door.    Watches Flass pull away.   Weary.
          
          INT. GORDON'S OFFICE -- CONTINUOUS
          
          Gordon SLUMPS into his chair, back to the window. Reaches
          for the phone- notices a BOOK sitting on his desk: an old,
          worn copy of: "PHYLUM PERACOPDA: THE TWILIGHT WORLD OF BATS".
          
          Gordon frowns at the book, CONFUSED.    The light goes OUT.
          
                                WAYNE (O.S.)
                    Don't turn around.
          
          Gordon FREEZES- Wayne is behind his, pressing a stapler
          between Gordon's shoulder blades as if it were a gun.
          
                                GORDON
                    What do you want?
          
                                WAYNE
                    I've been watching. You're a good
                    cop. One of the few. What would it
                    take to get Falcone?
          
          Gordon narrows his eyes, puzzled.
          
                                GORDON
                    Carmine Falcone?
          
                                WAYNE
                    He brings in shipments of drugs every
                    week, nobody takes him down. Why?
          
                                GORDON
                    He's paid up with the right people.
          
                                WAYNE
                    What would it take?
          
                                GORDON
                    Leverage on Judge Phelan. And a
                    D.A. brave enough to prosecute.
          
                                WAYNE
                    Rachel Dodson in the D.A.'s office.
          
                                   GORDON
                    Who are you?
          
                                WAYNE
                    Watch for a sign.
          
                                                                    48.
          
                                GORDON
                    You're just one man?
          
                                WAYNE
                    Now we are two.
          
                                GORDON
                    We?
          
          No response. Gordon turns around. No one. He JUMPS to the
          window- looks down, looks up: a SHADOW slips onto the roof-
          
          INT. BULLPEN -- CONTINUOUS
          
          Gordon RACES across the bullpen, drawing his gun, hits the
          stairwell- two UNIFORMS see him go, run after him.
          
          EXT. ROOFTOP -- CONTINUOUS
          
          Wayne moves to the edge of the roof- the gap is TOO BIG- he
          TURNS BACK- the DOOR SMASHES open: Gordon GUN RAISED.
          
                                GORDON
                    FREEZE!
          
          Wayne RACES for the GAP- LEAPS... DROPS FAST... misses THE
          TOP STORY- GRABS the balcony below... it BREAKS AWAY- DROPS
          him onto the one below. Winded, Wayne CLIMBS onto the wall.
          
          From the other roof, Gordon watches Wayne melt into the
          shadows. The Uniforms arrive either side.
          
                                UNIFORM 1
                    The hell was that? 1
          
                                GORDON
                        (dismissive)
                    Some nut.
          
          But Gordon's expression is less certain.
          
          INT. EARLE'S OFFICE, WAYNE TOWER -- DAY
          
          Earle sits at his desk conferring with two board members.
          
                                BOARD MEMBER
                    Is he taking over?
          
                                EARLE
                    Not yet. I checked th trust, and
                    bruce can't assume control until his
                    thirtieth birthday.
                        (presses intercom)
                    Jessica, where's that coffee?
          
                                BOARD MEMBER
                    But that's in three months.
          
                                                                  49.
          
                                   EARLE
                       We'll have to move fast.
          
                                     BOARD MEMBER 2
                       To do what?
          
                                   EARLE
                       An IPO. There's nothing in Bruce's
                       trust to stop us taking the company
                       public... we'll have an offering...
          
                                   BOARD MEMBER
                           (getting it)
                       And Bruce will become just another
                       board member.
          
                                   EARLE
                       Precisely. We can't have some clown
                       prince running things.
                           (presses intercom)
                       Jessica?
          
          No answer.    Earle steps to the door and opens it.
          
          His assistant is GONE.      So is the receptionist.
          
          EXT. ROOFTOP, WAYNE TOWER -- MOMENTS LATER
          
          The SWISH-CLICK of a Titleist rocketing off the roof and out
          towards Gotham River.
          
          Wayne stands behind the Beautiful Assistant, hand on her
          hip, adjusting her grip on a gold club. Another YOUNG WOMAN
          watches,