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   "Batman", early draft, by Sam Hamm



   






                           BATMAN



                        Screenplay by

                          Sam Hamm



              Based on the Character Created by

                          Bob Kane






                                               FIRST DRAFT

                                               October 20, 1986








     FADE IN:

     EXT. CITYSCAPE - NIGHT

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

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

     EXT. CATHEDRAL - NIGHT

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

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

     One of them is moving.

     EXT. GOTHAM SQUARE - NIGHT

     The pulsing heart of downtown Gotham, a neon nightmare of 
     big-city corruption, almost surreal in its oppressiveness. 
     Hookers wave to drug dealers. Street hustlers slap high-
     fives with three-card monte dealers. They all seem to know
     each other... with one conspicuous exception:

     A TOURIST FAMILY, Mom, Dad, and little Jimmy, staring 
     straight  ahead as they march in perfect lockstep down the 
     main drag. They've just come out of a bit show two blocks 
     over; the respectable theatre crowd has thinned out, and 
     now -- Playbills in hand -- they find themselves adrift in 
     the predatory traffic of Gotham's meanest street.

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

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

     Three cabs streak pass and disappear. MOM grimaces in 
     frustration as LITTLE JIMMY consults a subway map.

                              JIMMY
               We're going the wrong way.

     Nearby, STREET TYPES are beginning to snicker. DAD surveys 
     them nervously, gestures toward the subway map.

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

     TWO COPS lean on their patrol car outside an all-night 
     souvlaki stand, sipping coffee and chatting with a HOOKER. 
     The HOOKER smiles at JIMMY.  JIMMY smiles back. MOM yanks 
     him off down the street and glowers at DAD.

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

                              JIMMY
               Seventh is that way.

                              DAD
               I know where we are!

     EXT. SIDE STREET - THAT MOMENT - NIGHT

     A deserted access street, sidewalks lined with the husks of 
     stripped-down cars. MOM, DAD, and JIMMY take a deep breath 
     and march down the darkened street. A VOICE startles them.

                              VOICE
               Hey, mister. Gimme a dollar?

     The VOICE belongs to a DERELICT -- nineteen or twenty, 
     acne-scarred -- who sits between two garbage cans, his palm 
     uplifted. His ratty t-shirt reads: 'I LOVE GOTHAM CITY.'

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

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

     By now the TOURISTS are halfway across the street. 
     Mercifully, the DERELICT doesn't seem to be following.

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

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

     MOM's mouth opens in panic. They can see she's about to 
     snap -- so  the STREET PUNK, still in a crouch, trains his 
     gun on JIMMY.

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

     The poor woman is utterly horrified. TEARS stream down her 
     face. But she keeps her wits about her, stifles the urge to 
     shriek, and hustles JIMMY off down the street.

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

     EXT. ROOFTOP - NIGHT

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

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

     A chill wind whips across the roof as NICK extracts the 
     cash and begins to count it. There's a distant, indistinct 
     CLANG: metal on metal. EDDIE hears it and tenses up.

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

                              NICK
               What, scared of heights?

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

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

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

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

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

                              NICK
               No shit. It was all over the
               pavement.

     NICK has no patience with campfire tales -- but here on the 
     roof, in the pale moonlight, he can't ignore the slight 
     tingle at the base of his spine... 

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

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

                              EDDIE
               My brother's a priest, man.

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

     As they speak our attention shifts to a point at the 
     opposite corner of the roof, some fifteen yards away... 
     where, at the end of a line, a STRANGE BLACK SILHOUETTE is 
     dropping slowly, implacably, into frame... 

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

                              NICK
               Do you want this money or don't
               you? Now shut up! Shut up --

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

     Standing at the edge of the roof, bathed in moonlight, is a 
     BLACK APPARITION. IT DOES NOT MOVE.

     EDDIE stands rooted to the spot, a choked gurgle in his 
     throat, as if he's just seen his own death. The BLACK 
     FIGURE advances, spreading  its arms. Or rather, its WINGS: 
     GREAT BLACK BATWINGS, flapping in the wind.

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

     And still the BLACK FIGURE draws closer, deliberate, 
     menacing. On its chest: THE EMBLEM OF A BAT, in an oval 
     yellow field, glowing like a target in the darkness... 

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

     Trembling, sweating buckets, NICK gets to his feet. He 
     whacks a motionless EDDIE on the arm --

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

     -- and bends to retrieve his loot. EDDIE lets out a 
     strange, pre-verbal squeal... 

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

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

     EDDIE is frozen in place, his eyes glazed over, his face 
     drained of blood. The BAT treads calmly past. A LEG snakes 
     out. A BLACK BOOT catches EDDIE high on the chest --

     -- LIFTS HIM CLEANLY OFF HIS FEET --

     -- AND SENDS HIM FLYING THROUGH THE AIR. EDDIE slams into a 
     brick chimney and slumps to the roof unconscious, a broken, 
     weightless puppet.

     THIS ACTION IS SO SMOOTH, SO AUTOMATIC, THAT THE BAT DOES 
     NOT EVEN BREAK HIS STRIDE. NICK sees his chance and CHARGES 
     past the black wraith, scrambling toward the fire escape... 

     A GLOVED HAND slices through the air, and NICK pitches 
     forward, his legs ensnared in a tangle of WIRES. Screaming 
     now, he drags himself across the gravel roof, the looming 
     figure of the BAT at his heels... 

     ... until there's no place left to go. NICK cowers against 
     the ledge, his pants torn, his hands and knees bloody. He 
     has dissolved into total mindless hysteria.

     Almost by reflex, NICK keeps shooting. He'd do better if he 
     could manage to open his eyes. By now the hammer is falling 
     on an empty chamber, but NICK continues, obsessively, to 
     pull the trigger. He weeps; he moans; he wails... 

     THE BAT grabs a fistful of NICK's shirt, and with 
     supernatural ease HOISTS HIM into the air.

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

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

     The gruesome black apparition speaks, in a rasping whisper:

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

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

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

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

     NICK HOWLS. Almost as an afterthought, THE BATMAN heaves 
     him roughly back onto the roof. And then -- casually, 
     without a moment's hesitation -- STEPS OFF THE LEDGE OF THE 
     ROOF, INTO MIDAIR.

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

     NICK is still screaming as we PAN UP to the bilious yellow 
     globe of Gotham's moon. MAIN CREDITS ROLL:

                              BATMAN

                                                 CUT TO:

     INT. GOTHAM CITY DEMOCRATS' CLUB - NIGHT

     An oversized CAMPAIGN POSTER fills one wall: "A NEW GOTHAM. 
     HARVEY DENT FOR DISTRICT ATTORNEY". We TILT DOWN to find 
     the man himself, determined, dynamic HARVEY DENT, 
     addressing a crowd from behind his podium.

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

     ANOTHER ANGLE - THE AUDIENCE

     Civic-minded politicos decked out in fund-raiser finery. 
     They applaud DENT's tough talk wildly. They've just shelled 
     out $500 a plate for a chicken dinner, and by God they're 
     going to enjoy this.

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

     The engraved placecard reads: BRUCE WAYNE.

     ANGLE ON DENT

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

                                                 CUT TO:

     INT. APARTMENT - NIGHT

     A woman's apartment, decorated in pastel pinks and mauves. 
     Original paintings and sculptures everywhere. The place 
     reeks of money.

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

     In the background: a TV set tuned to the 11 o'clock news, 
     with highlights of HARVEY DENT's campaign speech.

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

     THE HAND sets the deck on an end table, raps it twice, 
     turns up four aces off the top. This most unusual deck 
     sports a .22 calibre BULLET HOLE straight through the 
     middle.

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

     JACK NAPIER, 32, is right-hand man and chief enforcer to 
     Boss Carl Grissom. His features are delicate, almost 
     feminine, and he takes a vain, gangsterish pride in his 
     appearance. He is also absolutely merciless.

     He trains a cold eye on DENT's televised image as ALICIA 
     HUNT -- 26, beautiful, Carl Grissom's kept woman -- glides 
     over in her negligee and snuggles up.

                              ALICIA
               Anything new?

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

     ALICIA finds JACK's necktie draped over a nearby chair. She 
     begins knotting it playfully about his neck.

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

     JACK seems uninterested in her affections. His eye darts 
     back and forth between the TV and his own reflection in a 
     nearby vanity.

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

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

                              ALICIA
               You look just fine, Jack.

     He smiles at himself before turning to the door.

                              JACK
               ... I didn't ask.

                                                 CUT TO:

     EXT. ALLEYWAY - NIGHT

     The scene of the earlier mugging, a half-block off Gotham 
     Square. Only now, the deserted alleyway is a beehive of 
     activity: police cars, an ambulance, a forensics van.

     EDDIE THE PUNK goes past on a stretcher, catatonic. 
     Watching him are a porcine cop, LT. ECKHARDT, and a POLICE 
     MEDIC.

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

                              ECKHARDT
               Variety, huh? The spice of life.

     At the mouth of the alley, we find ALEXANDER KNOX --
     thirty, hyperactive, a crime reporter for the Gotham
     Gazette. At the moment, he's chatting with a uniformed
     PATROLMAN.

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

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

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

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

     KNOX spots ECKHARDT and the MEDIC, waves cheerily, and 
     saunters down the alley. ECKHARDT curses under his breath.

                              ECKHARDT
               Oh Christ, it's Knox.

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

                              ECKHARDT
               Nothing out of the routine.

     At this exact moment two uniformed PATROLMEN drag a brain-
     fried NICK past the mouth of the alley.

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

     KNOX tilts one eyebrow. ECKHARDT and the MEDIC trade 
     disgusted looks.

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

                              ECKHARDT
               No comment. Print what you like.

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

     KNOX's tone is jokey, but only half-jokey. ECKHARDT snorts 
     in disgust and turns away. KNOX shouts after him:

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

     EXT. STREET - THAT MOMENT - NIGHT

     We pick up LT. ECKHARDT as he emerges onto the side street. 
     He's headed for his car when he spies a STRETCH LIMO idling 
     across the street. Leaning on the hood, waving hi, is the 
     dandyish JACK NAPIER -- flanked by two impressive GOONS.

     ECKHARDT throws a nervous glance back in KNOX's direction. 
     He turns left, gestures to JACK to meet him farther up the 
     block. By the time he reaches the corner JACK has swaggered 
     up alongside him.

     ECKHARDT takes a fat brown envelope from JACK and stuffs it 
     quickly in his coat.

                              JACK
               You didn't show up.

                              ECKHARDT
               We had another bat sighting.

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

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

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

                              JACK
               Eckhardt... our problems are your
               problems.

                              ECKHARDT
               I'll work on it.

     JACK reaches out and grabs ECKHARDT by the lapels of his 
     topcoat -- an Italian job, obviously expensive. He rubs the 
     material between his fingers.

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

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

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

     ECKHARDT laughs in his face.

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

                              JACK
               And why's that?

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

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

     JACK claps a hand on ECKHARDT's face and shoves him back 
     full-force. The cop sprawls on his ass in the doorway of an 
     all-night Cuban-Chinese restaurant.

     By now PATRONS are staring out of the restaurant windows. 
     ECKHARDT is livid. His hand goes instinctively to his gun.

                              JACK
               Here. Use mine.

     JACK pulls an automatic from his pocket and tosses it in 
     ECKHARDT's lap. He looks down and laughs, daring ECKHARDT 
     to pick it up -- just as the two enormous GOONS from the 
     stretch limo appear behind him for reinforcement.

     ECKHARDT wipes blood from his mouth as JACK -- an A-one 
     crazy-boy grin on his face -- reaches down for the gun.

                              JACK (cont.)
               It's all right, boys. Lt. Eckhardt
               here is a good cop. A real good cop.
                     (pause; smiling)
               Inexpensive.

                                                 DISSOLVE TO:

     INT. GOTHAM GLOBE - CITY ROOM - DAY

     Gotham city's leading tabloid daily. COPY BOYS rush to and 
     fro; REPORTERS pound out articles on computer terminals. 
     ALEXANDER KNOX saunters in, a sheath of typed pages in his 
     hand, and pauses at a CARTOONIST's drawing table.

                              KNOX
               What have you got for me, Jerry?

     JERRY holds up a cartoon: a HUMAN BAT, with an awful, 
     fanged rodent's face, wearing a business suit. The caption 
     at the top reads: "HAVE YOU SEEN THIS MAN?"  KNOX nods in 
     approval.

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

     He pats JERRY on the shoulder, moves on. A BESPECTACLED 
     COLLEAGUE spots him and calls out:

                              COLLEAGUE
               Hey Knox, you got a visitor.

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

                              COLLEAGUE
               This one you might want to dust
               yourself.

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

                              KNOX
               ... Vicki Vale.

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

                              VICKI
               How'd you know it was me?

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

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

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

                              VICKI
               A nice, restful vacation.

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

                              KNOX
               God, a girl could get hurt doing
               this.

                              VICKI
               I do get hurt.

     She unbuttons her sleeve, rolls it back to show KNOX a long 
     fresh scar on the inside of her arm. He winces -- then 
     points to the scar and adds, slyly:

                              KNOX
               Got any more of those?

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

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

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

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

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

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

     KNOX suddenly freezes. It's just occurred to him that VICKI 
     may have a purpose in all this.

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

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

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

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

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

                              VICKI
                     (straightening her clothes)
               No.

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

                              VICKI
               Yes, but please -- be gentle.

     Overwhelmed with glee, he offers her his arm.

                                                 CUT TO:

     INT. PENTHOUSE - DAY

     A HUGE PLATE GLASS WINDOW opens on the best view in Gotham. 
     This spectacular penthouse suite is just one of the power 
     perks available to CARL GRISSOM, kingpin of the Gotham City 
     rackets, fat, fifty, and utterly without charm.

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

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

     JACK NAPIER slouches in an easy chair off to GRISSOM's 
     right, doing his trademark one-handed shuffle.

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

                              LIEUTENANT
               Let's feed him to the bat.

     This suggestion draws CHUCKLES from several members of the 
     crowd. GRISSOM is unamused.

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

                              LIEUTENANT
               How do we go? The usual fire?

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

                              JACK
               "Industrial espionage."

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

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

                              JACK
               ... Me?

     At this exact moment, METAL DOORS slide back -- and ALICIA 
     HUNT steps out of GRISSOM's private penthouse elevator. 
     She's carrying a handful of SHOPPING BAGS.

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

     ALICIA's gaze meets JACK's as she vanishes through a side 
     door. The eye contact is not lost on GRISSOM.

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

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

     JACK bridles, but doesn't protest. Nervously, he turns the 
     fourth card off the top of the deck. It's not an ace.

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

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

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

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

                              JACK
               I understand.

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

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

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

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

                              GRISSOM (cont.)
               Get me Lieutenant Eckhardt.

                                                 CUT TO:

     EXT. WAYNE MANOR - ESTABLISHING - NIGHT

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

     INT. BALLROOM - NIGHT

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

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

     A butler, ALFRED, appears alongside KNOX with a trayful of 
     champagne glasses. He too looks up at the ceiling.

                              KNOX
               How high up would you say that is?

                              ALFRED
               I'd say about thirty feet, sir.

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

                              ALFRED
               Which bathroom is that, air?

                              KNOX
               The small one.

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

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

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

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

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

     ANGLE ON JAMES W. GORDON

     Gotham's Police Commissioner, a distinguished-looking gent 
     in his late fifties. He's at a craps table, blowing into 
     his fist. ONLOOKERS root him on as he lets the dice fly.

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

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

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

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

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

     HARVEY DENT is working the room. He ambles up, claps a 
     friendly hand on GORDON's shoulder.

                              DENT
               How's your luck, Jim?

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

     DENT exchanges a meaningful look with GORDON.

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

                                                 CUT TO:

     EXT. ACE CHEMICAL CO. ESTABLISHING - NIGHT

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

     INT. VAN - THAT MOMENT - NIGHT

     TIGHT ON the rear-view mirror. JACK NAPIER is meticulously 
     applying BLACK CAMOUFLAGE PAINT to his face. He could be 
     getting ready for a date.

     The van is parked outside a chain-link fence which 
     surrounds the Ace Chemical complex.

     JACK'S POV - THROUGH WINDSHIELD

     The SECURITY GUARD in a glass booth at the entrance to the 
     parking lot. ONE OF JACK'S BOYS creeps up behind the booth 
     and takes the GUARD out.

     INT. VAN - ON JACK

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

                                                 CUT TO:

     INT. WAYNE MANOR - NIGHT

     KNOX and VICKI are taking an unauthorized tour of BRUCE's 
     house, wandering through rooms decorated in wildly 
     divergent motifs, eyeing an astounding collection of 
     artworks and antiques from every corner of the world.

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

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

                              KNOX
               Holy shit... 

     KNOX goes goggle-eyed as they enter the LIBRARY.

     INT. BRUCE WAYNE'S LIBRARY - NIGHT

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

     One wall is lined to the ceiling with leather-bound 
     volumes. On the other walls hang EXOTIC WEAPONS. Halberds. 
     Maces. Blowguns. Bolas. Thugee ropes and samurai swords... 
     every arcane implement of death the human mind has ever 
     devised. KNOX lets out a low whistle.

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

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

                              KNOX
               Likes to kill?

                              VICKI
                     (smiling)
               Women find him magnetic.

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

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

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

     Just then, A VOICE FROM BEHIND intrudes.

                              BRUCE WAYNE
               You disappoint me. Why not the
               world?

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

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

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

                              KNOX
               Great. Give me a grant.

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

     KNOX blinks at VICKI. BRUCE already seems to know who she 
     is. KNOX shrugs and forges bravely ahead:

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

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

                              VICKI
               That's intriguing. They haven't been
               published yet.

     BRUCE smiles and ignores the implied question.

                              BRUCE
               ... You have an extraordinary eye.

     He's laying on the charm now. KNOX, his territorial 
     instincts aroused, pipes up:

                              KNOX
               Some people think she has two.

     VICKI shoots KNOX a sidelong glance:

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

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

     This is a man who thinks three moves ahead. KNOX doesn't
     like him. But VICKI -- who's used to seeing male charm 
     turned on and off, at will -- doesn't seem to mind at all:

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

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

                              VICKI
               As far as I know.

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

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

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

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

     Without bothering to shake hands BRUCE does a sharp 180 and 
     strides hurriedly out of the room.

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

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

                              KNOX (cont.)
               Hello? Vicki?

                              VICKI
               Oh. Sorry. I was thinking.

                              KNOX
               What were you thinking?

                              VICKI
               Yum, yum.

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

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

                              VICKI
               I get it. Bruce Vain.

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

                                                 CUT TO:

     REVERSE ANGLE - THROUGH THE MIRROR

     looking DOWN ON KNOX and VICKI -- THROUGH ONE-WAY GLASS -- 
     as they continue to chat. Behind the mirror... recording 
     everything that happens in the room... is a small, silent, 
     state-of-the-art SURVEILLANCE CAMERA.

     CLOSEUP - VIDEO MONITOR

     showing KNOX and VICKI in the library. CAMERA PULLS BACK to 
     reveal that the screen we're watching is only one in a 
     whole vast bank of video monitors. From this control 
     center, we can see everything that's happening in the 
     house.

     Now we ZERO IN on a single screen: GUESTS moving backward, 
     with exaggerated speed, as a videotape REWINDS.

     At the panel, BRUCE WAYNE hits a button. And now we see 
     COMMISSIONER GORDON talking to a uniformed POLICEMAN.

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

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

                              PATROLMAN
               Lt. Eckhardt, sir.

                              GORDON
               Eckhardt. Oh my God... 

     And suddenly COMMISSIONER GORDON is grabbing for his coat. 
     The monitor goes black. BRUCE reaches up, loosens his tie.

                                                 CUT TO:

     EXT. ACE CHEMICAL CO. - PARKING LOT - NIGHT

     UNMARKED POLICE CARS are pulling into the lot, headlights 
     off. ECKHARDT circulates among his ARMED SWAT TEAM, handing 
     out xeroxed copies of a PHOTOGRAPH.

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

                              ECKHARDT
               Shoot to kill.

     INT. ACE CHEMICAL - FILE ROOM - NIGHT

     SPARKS FLY. A SAFECRACKER, in welder's mask, trains a 
     blowtorch on the office safe. Behind him, JACK'S HOODS are 
     at work on the filing cabinets.

     The SAFECRACKER kills his blowtorch and opens the metal 
     door of the safe, giving JACK a good look at its contents:

                              SAFECRACKER
               ... Empty.

                              HOOD I
               Just like the file cabinets.

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

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

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

     EXT. ACE CHEMICAL - NIGHT

     ECKHARDT'S SWAT TEAM goes wide-eyed as a CONVOY OF POLICE 
     BLACK-AND-WHITES roars into the Ace parking lot. UNIFORMED 
     COPS pile out of their squad cars, relieving the SWAT TEAM. 
     ECKHARDT goes livid as COMMISSIONER GORDON approaches.

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

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

     ECKHARDT tries to slink off. GORDON grabs him roughly.

                              GORDON (cont.)
               You. Stick around.

     INT. ACE CHEMICAL - THAT MOMENT

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

     Down below, a CORRUGATED METAL DOOR begins to rise.

                              COP
               Freeze!

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

     ANGLE ON GORDON

     standing in the doorway as his MEN rush into the building 
     and take their places behind heavy machinery. SHOTS RING 
     OUT as the HOODS scatter.

                              ECKHARDT
                     (snidely)
               Nice work, Commissioner.

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

     INT. HALLWAY - THAT MOMENT

     TWO HOODS run down a tiled corridor in the office section 
     of the complex. They're almost at the end of the hall when 
     a CAPED BLACK SHADOW steps into their path.

     It stands there, motionless. EXTENDS ITS ARMS -- like giant 
     WINGS -- revealing the yellow-and-black insigne on its 
     massive chest. BATMAN.

     One millisecond later, the shocked HOODS are racing back in 
     the opposite direction.

     THE BATMAN flings a handful of STEEL BALL-BEARINGS across 
     the tiled floor. HOOD I tumbles to the floor and lands 
     hard, losing his breath. HOOD II rolls and pulls a GUN.

     BATMAN hurls a BOOMERANG -- its edges scalloped, like a 
     bat's wing. HOOD II finds his gun hand PINNED TO THE WALL 
     by the twin prongs of the BATARANG.

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

     He turns to the petrified HOOD II. CHROME-STEEL TALONS 
     spring out of his fingertips. He strolls past HOOD II,
     reaching out casually to give him a QUICK NICK on the chin.

     HOOD II slumps against the wall, unconscious.

     ANGLE ON JACK

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

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

     ANGLE ON CATWALKS

     BLASTING AWAY, HOODS III and IV scuttle across the elevated 
     walkways, keeping down, avoiding police fire. One of them 
     starts up a vertical ladder leading to the next catwalk up.

     BATMAN plunges past on the end of a rope. A BLACK-GLOVED 
     HAND snatches at HOOD III's collar as he climbs and YANKS 
     HIM CLEANLY OFF THE LADDER. They drop to the lower catwalk.

     HOOD IV gapes. He LEVELS HIS GUN at BATMAN, who stands his 
     ground, holding onto the rails of the catwalk for support. 
     A bullet hits him squarely in the chest. He does not fall.

     HOOD IV turns and scrambles. BATMAN goes to his belt for a 
     miniature SPEAR GUN. He points it at HOOD IV and FIRES... 
     planting a BARBED HOOK in the HOOD'S LEG.

     ANGLE ON COPS

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

                              COP
               LOOK!

                              GORDON
               My God... it's him.

     ANGLE ON CATWALK

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

     He takes a STEEL BILLY CLUB from his belt, whips it once 
     through the air. It telescopes out into a FOUR-FOOT STAFF.

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

     INT. ACE LOADING BAY - THAT MOMENT

     JACK spots a possible out. He hits a button on the wall; 
     STEEL DOORS RISE to reveal ACE CARGO TRUCKS in the parking 
     lot outside. Beyond the trucks... AN ARMY OF COPS waiting 
     for JACK to make his move.

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

     INT. CHEMICAL SUPPLY ROOM - A MOMENT LATER

     JACK sprints through the room, firing FOUR SHOTS at the 
     metal CHEMICAL TANKS on the wall. TOXIC CHEMICALS gush out 
     onto the floor in streams. The streams run together... 
     begin to SMOKE and SIZZLE.

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

     AN EXPLOSION knocks him off his feet.

     INT. FACTORY FLOOR - A MOMENT LATER

     COPS LOOK ON IN PUZZLEMENT as a RIVER OF CHEMICALS courses 
     out into the main refinery. A second later, they go UP IN 
     FLAMES. A WALL OF FIRE bisects the factory floor.

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

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

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

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

     An instant later, BATMAN lands on top of JACK. Wraps an arm 
     around his throat and RAISES his free hand. DRUG-TIPPED 
     STEEL TALONS appear. But before he can paralyze JACK... 

                              VOICE
               HOLD IT!

     In all the ruckus, HOOD V has managed to circle back behind 
     the heavy machinery. Now he's got a GUN pointed DIRECTLY AT 
     COMMISSIONER GORDON'S HEAD.

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

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

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

     ECKHARDT's pig-like eyes glisten. His hand drops to his 
     side. He's half-tempted to pull a gun and get the 
     Commissioner plugged.

     ANGLE ON JACK

     at a crouch, groping his way along the rail of the catwalk. 
     He reaches a paneled glass window propped open by a 
     supporting rod. It's a forty-foot drop to the swirling 
     black currents of the East River... and freedom.

     He's about to climb out when his eye falls on a .38 
     AUTOMATIC -- which lies, abandoned, on the gridwork floor 
     of the catwalk mere yards away.

     ANGLE ON FACTORY FLOOR

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

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

                              JACK'S VOICE
               ECKHARDT!!

     ALL EYES TURN to the catwalk overhead, where JACK stands 
     poised with the .38 in his fist. A SINGLE SHOT drops 
     ECKHARDT cleanly.

     The moment's distraction is all BATMAN needs. He hurls a 
     NINJA WHEEL -- a small, ratcheted, razor-sharp disc -- at 
     the FOREARM of HOOD V. One jerk of a thin filament WIRE -- 
     a sudden SHRIEK -- and GORDON IS FREE.

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

     AN UNGODLY HOWL OF PAIN echoes out from the catwalk above. 
     JACK REELS and STAGGERS, his hands CLUTCHING AT HIS CHEEKS. 
     BLOOD GUSHES from between his fingers.

     JACK NAPIER HAS BEEN SHOT THROUGH THE FACE.

     A YOUNG COP, unnerved by the sight of JACK's agonized 
     pirouette, draws his gun and OPENS FIRE.

                              GORDON
               NO!!

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

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

     And suddenly, with JACK out of the picture, all attention 
     focusses on THE BATMAN. COPS reach for their guns, circle 
     warily around him. Cornered now, he backs off slowly, HANDS 
     ON HIS BELT.

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

     THE BATMAN raises his hands in a gesture of surrender. Then 
     -- as the COPS advance -- he flicks TWO TINY CAPSULES onto 
     the factory floor.

     A BLINDING FLASH OF LIGHT. COLORS BURST in a wild 
     pyrotechnic display. COPS stumble backwards, momentarily 
     dazzled, as a THICK WALL OF BLACK SMOKE conceals BATMAN 
     from view.

     A TINY GRAPPLING HOOK rockets out of the dense curling 
     cloud and CATCHES on a catwalk overhead.

                              COP
               LOOK!

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

                              GORDON
               HOLD YOUR FIRE!

                              COP
               ... Who is this guy?

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

                                                 CUT TO:

     EXT. ACE CHEMICAL CO. - THAT MOMENT - NIGHT

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

     As deadly toxins gush forth, OTHER CARDS from the deck 
     swirl past: a nine. A deuce. A queen. And finally, a JOKER 
     -- SHOT CLEANLY THROUGH THE FACE.

     A BONE-WHITE HAND BREAKS THE SURFACE as we

                                                 SHOCK CUT TO:

     INT. GOTHAM GLOBE - CITY ROOM - DAY

     A BANNER HEADLINE on the late edition of the Globe: "BAT 
     MAN FOILS ROBBERY. WHO IS MASKED VIGILANTE?"

     Behind the newspaper, feet propped up on his desk, is a 
     jubilant KNOX. He's on the horn to COMMISSIONER GORDON.

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

     CLICK. KNOX grins, lowers the paper, finds himself looking 
     up at the smiling face of VICKI VALE.

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

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

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

     A SUPERANNUATED SOUTHERN BELLE toddles over. MIRANDA REITZ, 
     60, is the society editor of the Globe.

                              MIRANDA
               You mean Mister One-Nighter?

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

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

                              KNOX
               Tell her about the peanuts.

                              VICKI
               Peanuts?

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

                              MIRANDA
               Like Planter's Peanuts.

     VICKI is about to break out into helpless giggles.

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

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

                              VICKI
               I told him yes.

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

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

     She exits. KNOX stands there looking poleaxed.

                              KNOX
               ... What was that?

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

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

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

                                                 CUT TO:

     EXT. COASTLINE - DAY

     A CABIN CRUISER slices through the waves. In the distance, 
     closer to the shore, we see a throng of SAILBOATS.

     EXT. DECK - YACHT - DAY

     BRUCE's forty-foot cabin cruiser, aptly christened "DIE 
     FLEIDERMAUS." BRUCE and VICKI are on the deck, in chairs, 
     soaking up sun, gazing off at the sailboats.

                              VICKI
               Do you sail?

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

     ALFRED has just appeared from belowdecks with a tray of 
     drinks for BRUCE and VICKI. VICKI watches as BRUCE reaches 
     for his glass. His forearm looks like a thin layer of skin 
     over braided telephone cables.

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

     He smiles, slides the drink over toward her, gestures for 
     her to try a sip.

                              VICKI (cont.)
               ... Ginger ale?

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

                              VICKI
               ... I guess I needed a change.

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

                              VICKI
               Have you ever been to Corto Maltese?

                              BRUCE
               Not since the shooting started.

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

                              BRUCE
               What did you see?

                              VICKI
               ... Terror.

     The conversation is getting rather intense -- at both ends. 
     VICKI seems to have hit some weird chord within BRUCE.

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

     For a moment BRUCE seems to be drifting back into his 
     familiar 'preoccupied' mode. VICKI laughs apologetically.

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

                              BRUCE
               Insulation?

     VICKI is momentarily stuck for a reply. In some way she 
     can't quite grasp, he seems to be challenging her.

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

                              BRUCE
               I think you see things very clearly.

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

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

     VICKI starts laughing. BRUCE is a notorious womanizer, but 
     if this is a come-on, it's like no come-on she's ever seen.

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

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

     Bingo. The guy's a chessplayer, but on the other hand he's 
     also rather touchingly, almost childishly, sincere. Before 
     she knows it, VICKI finds herself melting.

                                                 CUT TO:

     INT. GOTHAM CITY OPERA HOUSE - NIGHT

     Rigoletto. THE DUKE onstage, launching into his big 
     crowd-pleaser, "La Donna e Mobile."

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

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

     DONNA #3 is even less discreet than her comrades. She has 
     her opera glasses trained on the couple in the box.

     HER POV - THROUGH OPERA GLASSES - THE BOX

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

     A beat. He whispers again. This time she doesn't laugh. But 
     her lips part slightly. SCREEN GOES BLACK as the opera 
     glasses SNAP SHUT.

     ANGLE ON CROWD - DONNA #3

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

                                                 CUT TO:

     INT. WAYNE MANOR - NIGHT

     BRUCE and VICKI enter. He takes her coat, drops it on a 
     chair by the door. VICKI is giddy, all champagned up.

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

                              BRUCE
               Would you like me to take you home?

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

                              BRUCE
               Maybe we should just kiss.

                              VICKI
               ... We could try that.

     WIDER ANGLE

     BRUCE embracing VICKI in the vastness of the darkened entry 
     hall, framed by long semicircular STAIRWAYS on opposite 
     walls. A SUDDEN FLASH OF LIGHTNING transports us to:

     EXT. OFFICE BUILDING - ESTABLISHING - NIGHT

     Broken windows, graffiti on the walls: a decrepit rathole 
     near the Gotham docks.

     INT. DOCTOR'S OFFICE - NIGHT

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

     The DOCTOR, a nervous little ferret with the bedside manner 
     of a back-alley abortionist, steps up with a scissors.

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

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

     JACK NAPIER'S POV

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

                              JACK (V.O.)
               Mirror.

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

                              JACK (V.O.)
               Mirror.

     ANGLE ON DOCTOR

     He clears his throat, reaches apprehensively for a hand 
     mirror, and passes it out of frame to JACK. Two beats. 
     Then, the sound of GLASS SHATTERING as the mirror drops to 
     the floor.

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

                              DOCTOR
               You understand the facial muscles
               were completely severed --

     JACK keeps on laughing.

     The DOCTOR turns uneasily away, gestures apologetically at 
     his seedy equipment.

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

     MORE LAUGHTER. The trembling DOCTOR covers his face with 
     one hand, whining now, not daring to look at JACK.

                              DOCTOR (cont.)
               I'm sure that with proper recon--
               recon-- reconstructive surgery --

     A DOOR SLAMS. JACK is gone. The grateful DOCTOR breathes a 
     sigh of relief and steadies himself on an operating table.

     EXT. OFFICE BUILDING - OVERHEAD ANGLE - NIGHT

     From a point high above we see JACK emerging into the 
     alley, pulling on a hat, wrapping a muffler about his head. 
     We can't see his face. But we can't forget his LAUGH.

                                                 CUT TO:

     INT. BRUCE WAYNE'S BEDROOM - NIGHT

     VICKI nestled peacefully under the covers. Beside her is 
     BRUCE: hands behind his head, staring up at the ceiling.

     It's almost as though BRUCE is not used to sleeping at 
     night. He doesn't know what to do with himself.

     He looks at VICKI. She's terribly lovely. But despite all 
     that, we can't shake the feeling that BRUCE... would really 
     rather be somewhere else.

                                                 CUT TO:

     EXT. STREET - NIGHT

     LOUD MUSIC. KIDS in punk regalia stand outside a rock club 
     as JACK stalks past. The wind knocks his hat off.

                              KID
                    Nice hair, dude!

     JACK ignores them as he bends to retrieve his hat. Then he 
     gazes up at the steel-and-glass facade of a SKYSCRAPER -- 
     and strides deliberately across the street.

     INT. GRISSOM'S PENTHOUSE - NIGHT

     The spectacular Gotham skyline, seen through the plate-
     glass window of GRISSOM's conference room. The doors to the 
     private elevator hiss open and JACK wanders in. He plops in 
     the big plush swivel chair behind GRISSOM's desk.

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

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

                              GRISSOM (cont.)
               Who the hell are you?

                              JACK
               It's me. "Sugar Bumps."

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

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

     JACK gestures him over to the empty chair. GRISSOM doesn't 
     move until he sees the GUN pointed at his belly.

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

     GRISSOM surreptitiously reaches for a desk drawer.

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

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

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

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

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

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

     And now, for the first time, he flings away the hat. RIPS 
     THE MUFFLER from his face. And -- as GRISSOM gasps in shock 
     -- STANDS REVEALED in his full horrendous glory.

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

                              JACK (cont.)
               I'm not a Jack any more.
                     (pause; cackling)
               You made me a Joker!

     THE CACKLE BUILDS INTO FURIOUS, HYSTERICAL LAUGHTER. 
     GRISSOM, revulsed, terrified, pushes himself away from the 
     desk, back toward the window which overlooks the city.

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

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

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

     EXT. GRISSOM'S BUILDING - NIGHT

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

     INT. GRISSOM'S PENTHOUSE - THAT MOMENT - NIGHT

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

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

     He reaches for a nearby glass of liquor and glances down at 
     GRISSOM -- who lies dead on the floor, the towel still 
     wrapped around him. THE JOKER laughs softly to himself.

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

                                                 DISSOLVE T0:

     INT. BRUCE WAYNE'S BEDROOM - MORNING

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

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

     INT. BATHROOM - A MOMENT LATER - MORNING

     BRUCE in his opulent deco shower stall, still SINGING to 
     himself. VICKI sneaks up behind him, opens the door. He 
     instantly STOPS SINGING -- as if he's been hit by a brick.

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

     She smiles, teasing him. He doesn't respond. He acts as if 
     she's caught him doing something shameful -- exposed him.

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

     BRUCE seems somehow unable to sing along. But be quickly 
     recovers his composure -- and forces a crooked, almost 
     childish smile.

                              BRUCE
               I don't sing very well.

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

     He kisses her good morning, steps out and reaches for a 
     towel. His body is one big mass of BRUISES AND ABRASIONS.

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

                                                   CUT TO:

     INT. GLOBE - CITY ROOM - DAY

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

                              KNOX
                     (disgusted)
               ...Peanut.

     A COPY BOY approaches his desk with a MANILA FOLDER:

                              COPY BOY
               Here's that morgue file you wanted.

     KNOX leans back in his chair. The file is labelled "BRUCE 
     WAYNE: 1982-1987."  KNOX opens it and begins to leaf 
     through old clippings from back issues of the Globe.

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

                              KNOX
               Come on. Gimme some dirt!

     Then he notices something odd. In the whole fat file of 
     clippings, there are no pictures of Bruce Wayne -- with two 
     partial exceptions.

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

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

                                                   CUT TO:

     INT. APARTMENT LOBBY - NIGHT

     A DOORMAN DOZES in the plush lobby of ALICIA HUNT's 
     apartment building on the East Side of Gotham. Through the 
     glass doors we see ALICIA outside in the chill wind, 
     peering inside, hesitant to enter.

     As silently as possible she uses her key and steps in, 
     tiptoeing past the doorman, trying not to wake him. She's 
     almost made it when he SITS BOLT UPRIGHT, startling her.

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

                              ALICIA
               ... The rent? Paid?

     INT. ALICIA'S APARTMENT - NIGHT

     ALICIA, mystified, lets herself in and turns to lock the 
     door. She's startled once more by a VOICE FROM BEHIND.

                              VOICE
               Honey -- I'm home!

     She pivots. Her eyes widen. She SHRIEKS.

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

     This grim parody of domesticity sends poor ALICIA into a 
     dead faint.

     INT. PENTHOUSE SUITE - DAY

     It looks for all the world like a corporate boardroom. At a 
     long table sit Gotham's most distinguished criminals: 
     GANGLORDS and RACKETS BOSSES from every corner of the city. 
     They stare suspiciously at the head of the table.

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

     Now we see what they see: THE JOKER, dressed rather 
     flamboyantly in a big slouch hat. His FACE is layered with 
     flesh-toned makeup, and his HAIR's been rinsed black.

     Unfortunately, he can't conceal his ghoulish SMILE.

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

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

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

     CARMINE ROTELLI, an especially oily mobster, speaks up:

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

                              JOKER
               I've considered that possibility.

                              ROTELLI
               And what happens if we say no?

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

                              ROTELLI
               That's it?

                              JOKER
               That's it.

     THE JOKER extends a hand. ROTELLI reaches out to shake it. 
     He doesn't see the JOY BUZZER concealed in the JOKER's 
     palm.

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

     The CRIMELORDS recoil in horror. Before they can make a 
     move, a squad of ARMED THUGS burst into the room.

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

                              CRIMELORD
               ... You're insane!

     The JOKER is a wee bit agitated. He removes the hat and 
     mops sweat from his brow, exposing a patch of CHALK-WHITE 
     FLESH -- to the great bewilderment of the ONLOOKERS.

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

     The sickened CRIMINALS file out cautiously. That leaves THE 
     JOKER alone in the room with the charred corpse of ROTELLI. 
     THE JOKER sinks into a chair and -- as is his wont -- 
     ADDRESSES THE STIFF:

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

                                                 CUT TO:

     INT. SMALL BACK ROOM - NIGHT

     A poker game. A CRIMELORD from the JOKER's board meeting 
     picks up his hand and fans out the cards. FIVE JOKERS.

     He looks up, puzzled. The last thing he sees is a HIRED 
     KILLER bursting in through the door, GUN IN HAND.

     EXT. GOTHAM PARK - DAY

     A COSTUMED CLOWN with a wheeled cart, filling balloons from 
     a helium tank, passing them out to the kids. CRIMELORD #2 
     strolls past. The CLOWN offers him a balloon, which be 
     politely refuses.

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

     EXT. HALLIDAY PLAZA - DAY

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

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

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

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

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

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

     All this, of course, is delivered with devastating 
     sincerity. VICKI finds herself totally disarmed.

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

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

     ANOTHER ANGLE - ACROSS PLAZA - THAT MOMENT

     PHILLY RICORSO -- another CRIMELORD from the boardroom -- 
     enters the plaza flanked by a cadre of PAID BODYGUARDS.

     ON BRUCE AND VICKI

     A PAINTED STREET MIME walks alongside them, feeling his way 
     along an imaginary wall. VICKI groans.

                              VICKI
               All street mimes should be executed.

                              BRUCE
               ... Looks like a convention.

     And indeed, there are HALF A DOZEN STREET MIMES converging 
     on the center of the plaza.

     RICORSO and co. approach the mirrored-glass entrance of a 
     skyscraper. In the lobby, A MIME -- who's been annoying the 
     passersby -- THROWS A BOLT, LOCKING THE DOORS from inside.

     A BODYGUARD bangs on the glass. Nearby, ANOTHER MIME 
     reaches into a trash bin -- and pulls out a MACHINE GUN.

     SUDDEN SCREAMS OF TERROR from the onlookers.

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

     SERIES OF SHOTS

     BRUCE'S EYES darting birdlike around the plaza -- INTERCUT 
     with the following POV SHOTS, ALL IN SLOW MOTION:

     -    TWO MIMES with machine guns. One of them lining PHILLY 
          and co. up against the glass doors, the other holding 
          the CROWD at bay;

     -    A WOMAN in the crowd fainting. A THIRD MIME gleefully 
          imitating her swoon, to no one's amusement;

     -    PHILLY and his goons, COWERING, hands in the air, as 
          OTHER MIMES cruelly mimic their terrified poses... 

     ... and suddenly BRUCE is RUNNING FRANTICALLY, looking for 
     a secluded spot, an alleyway, anything. No go. He's out in 
     the open, with onlookers everywhere. In his civvies, he's 
     just another citizen... TOTALLY IMPOTENT.

     He darts around a corner, backs against a wall. WOMEN, 
     CHILDREN, GROWN MEN race past. No privacy. He's 
     practically quaking now, in the throes of some terrible 
     anxiety. He looks up at the sky overhead, terrified.

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

     ANGLE ON PHILLY AND BODYGUARDS

     BODIES JERKING as GLASS rains down in shards.

     ANGLE ON BRUCE

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

     A moment later, it's all over but the screaming. VICKI 
     emerges from the crowd and finds BRUCE slumped against the 
     wall, nearly catatonic. She moves to touch him.

     As if by reflex he reaches out and GRABS HER BY THE ARMS -- 
     with a grip so strong it could crush bone. She GASPS, looks 
     up -- and sees, in his traumatized EYES, a look so raw, so 
     desperate, that it virtually defies comprehension.

                              VICKI
               BRUCE!!

     He blinks rapidly. He relaxes his grip. Before VICKI's 
     eyes, he's changing... becoming the BRUCE she knows.

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

     He reaches for her. Involuntarily, she steps back.

     He sees her reaction and his face goes slack -- frightened, 
     pleading. This time she lets him embrace her... but her 
     face is full of bewilderment and doubt.

     INSERT - TELEVISION SCREEN

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

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

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

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

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

                                                 CUT TO:

     INT. WAYNE MANOR - DAY

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

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

     ANGLE WIDENS. BRUCE is sitting mere feet away, obviously 
     distraught, locked in some sort of internal struggle.

     INT. VICKI'S APARTMENT - THAT MOMENT - DAY

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

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

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

     INT. LIBRARY - DAY

     A MICROFILM MACHINE. As VICKI looks on curiously, KNOX -- 
     all eagerness now -- threads up a roll of film and begins 
     cranking through back-issue newspapers.

                              KNOX
               Okay, here we go. Check it out.

     He steps back. VICKI stares down at the display screen. A 
     FRONT-PAGE BANNER HEADLINE reads:

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

     Beneath it, a PHOTO: cops kneeling over corpses. Medics 
     with stretchers. And off to one side, a YOUNG BOY -- BRUCE 
     WAYNE -- his arms wrapped around the waist of a BEAT COP.

     The BOY stares straight at the camera. His face is a mask 
     of UNFORGETTABLE AGONY. You can't take your eyes off it.

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

                              KNOX
               I guess so. Pulitzer Prize, 1963.

                              VICKI
               His face. Allie, look at his face.

     TIGHT ON THE BOY'S contorted face, staring out in shock and 
     disbelief, his features recognizable across all the years 
     -- permanently, indelibly traumatized. The same face VICKI
     saw in Halliday Plaza.

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

                              VICKI
               Oh, Bruce... 

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

     INT. RESTAURANT - DAY

     A greasy spoon off the lobby of the Globe building. KNOX
     and VICKI in a booth.

                              VICKI
               Alexander, you are on drugs.

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

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

                              KNOX
                     (leaning forward)
               Oh? Why is that, Vicki?

     VICKI wilts under the challenge. She holds her silence for 
     a second, then changes the subject.

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

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

     VICKI snorts, rolls her eyes impatiently.

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

                              VICKI
               Alexander... I know you.

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

                              VICKI
               This is pointless. I'm leaving.

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

                                                 CUT TO:

     INT. ACE CHEMICAL CO. - DAY

     LOW ANGLE on the JOKER. He stands on a catwalk high above 
     the refinery floor, lord of all he surveys, overseeing 
     production like a demented middle manager.

     INT. STOREROOM - DAY

     A dank, windowless room in the bowels of Ace Chemical, 
     which the JOKER has converted into a makeshift lair. SAP-
     LIKE GOO drips in puddles from exposed pipes overhead.

     CAMERA DRIFTS across the JOKER's cluttered desk. Shipping 
     manifests. Ledgers. PSYCHOTIC DOODLES scrawled in crayon.

     More significantly: an old CONTRACT dating back to the mid-
     seventies. It's half-obscured by other papers, but the 
     initials 'CIA' are plainly visible.

     Then: a BOUND REPORT with the title 'DDID NERVE GAS: 
     RESULTS OF PRELIMINARY EXPERIMENTATION.' Across its title 
     page, a diagonal rubber stamp: 'DISCONTINUED January 1977.'

     And finally: a sheaf of PHOTOS. Laboratory apes, chimps and
     orangutans, all DEAD. Their LIPS are drawn back, exposing 
     HIDEOUS, CHEMICAL-INDUCED GRIMACES.

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

     ON THE OPPOSITE WALL: a large-scale photographic 
     reproduction of the Gotham City skyline, its bottom half 
     HIDDEN FROM VIEW by the JOKER's desk.

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

                              JOKER
               How's that first shipment coming?

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

                              JOKER
               Mmm. How'd you find it?

                              VOICE ON PHONE
               Called her agent.

     The JOKER nods in satisfaction and resumes his place on the 
     floor. Like a happy kindergartener, with paste pot and 
     scissors, he's CLIPPING PHOTOS from a magazine -- horrible 
     scenes of death, destruction, panic, mutilation.

     One by one, he's PASTING these shots on the blowup of 
     Gotham city -- all along sidewalk level -- creating a 
     massive photomontage of ANARCHY IN THE STREETS.

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

     INT. PHOTOGRAPHER'S STUDIO - DAY

     In foreground, ROWS OF MAKEUP in startling profusion: 
     mascara, blusher, eyeliner, lipstick. HALF A DOZEN 
     BEAUTIFUL MODELS giggle into their makeup mirrors.

     In the background VICKI wanders past with a stylish friend, 
     CLAIRE, who owns and operates the studio.

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

                              VICKI
               Not to me. I need a job.

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

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

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

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

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

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

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

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

     The MODELS, now wearing HUGE SMILES, begin to TWITCH 
     SPASMODICALLY. TONY snaps away.

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

     The SUPERMODELS PITCH TO THE FLOOR, shuddering 
     convulsively, their LIPS drawn back in FRIGHTFUL, FROZEN, 
     LAB-APE GRINS. VICKI GASPS. CLAIRE SCREAMS. TONY SCREAMS.

                                                 CUT TO:

     INT. TELEVISION STUDIO - EVENING

     The Eyewitness News set, with anchors PATSY NARITA and
     DAVE McELROY. Behind them, BLOWUPS of the two dead 
     SUPERMODELS.

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

     Behind DAVE, on the bluescreen: a HUGE STATUE, covered in 
     canvas -- not unlike New York's Statue of Liberty.

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

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

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

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

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

     An offscreen CRASH. Suddenly DAVE is up out of his seat, 
     mouth agape in horror.

     PATSY HAS GONE INTO CONVULSIONS. CAMERA WHIPS VIOLENTLY 
     RIGHT AND LEFT as she jerks out of her seat and TOTTERS 
     UNCONTROLLABLY across the set, LAUGHING INSANELY.

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

     DAVE gestures frantically to the cameraman:

                              DAVE (cont.)
               KILL THE CAMERA!! KILL THE --

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

     SPLITSCREEN CLOSEUP - THE SUPERMODELS

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

                              MODELS (CARTOON VOICE)
               ... Love that Joker!

     INT. SUPERMARKET - DAY

     THEME MUSIC CONTINUES as a grinning, deranged pitchman -- 
     THE JOKER -- pushes his shopping cart down the aisle. The 
     shelves are filled with products bearing his TRADEMARK 
     HARLEQUIN'S FACE. He waves merrily in time to the music.

     INT. STUDIO - VIDEO CONTROL BOOTH - THAT MOMENT

     PANICKED TECHNICIANS swarm the booth. The studio feed has 
     been JAMMED. Every monitor shows THE JOKER'S COMMERCIAL.

                              DIRECTOR
               WHERE'S IT COMING FROM??

                              TECHNICIAN
               I DON'T KNOW!

     CLOSEUP - THE JOKER

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

     TIGHT ON an anonymous MAN -- GAGGED AND BLINDFOLDED, tied 
     to his chair, squirming, struggling. On the table before 
     him is a package labelled "BRAND X." A SUPERIMPOSED TITLE 
     reads: "NOT AN ACTOR."

                              JOKER (cont.)
               Ooh. He's tense. Irritable. Out of
               sorts.
                     (wagging a finger)
               He's been using Brand X! But with
               new improved Joker brand... 

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

                              JOKER (cont.)
               ... it's a SMILE EVERY TIME!!

     EXT. IDYLLIC PASTORAL SETTING - DAY

     THE JOKER in a field of wheat. On a picnic blanket before 
     him are TWO CLEAN-CUT MODELS -- one male, one female, BOTH 
     DEAD... and GRIMACING HORRIBLY.

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

     He grabs the dead MODELS by the hair. THEIR TEETH CLINK as 
     he forces their heads together for a post-mortem kiss.

     SERIES OF SHOTS

     Television sets all over Gotham, as startled citizens react 
     to the JOKER's maniacal promo.

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

     As his RANT CONTINUES, we SEE:

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

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

     -    A MIDDLE-AGED MATRON at the living-room TV. Shocked, 
          she calls to her husband -- and gets no reply. We 
          FOLLOW HER to the bathroom door.

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

     INT. WAYNE MANOR - STUDY - NIGHT

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

                              ALFRED
               ... Sir!

     HIS POV: THE JOKER in tight closeup. Offscreen, an INFANT 
     begins to squall. THE JOKER cocks an eyebrow.

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

     He tosses a JOKER PRODUCT out of frame. Then -- leering -- 
     he gives the camera a BIG JUICY WINK.

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

     MUSIC UP. VIDEO SNOW fills the screen as the jammed 
     transmission end. ALFRED looks over his shoulder.

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

     SERIES OF SHOTS

     -    The Gotham Globe cartwheeling into frame:

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

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

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

     -    The makeover counter at Bloomingdale's. SECURITY 
          GUARDS rush to the scene as THREE MATRONLY CUSTOMERS
          go into simultaneous smiling fits.

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

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

     -    A SUBWAY CAR jammed with STRAPHANGERS. HUGE PATCHES OF 
          SWEAT under every arm. The doors slide open; ONCOMING 
          PASSENGERS RECOIL VISIBLY at the unendurable stench.

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

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

     -    A LARGE DRUGSTORE. CASHIERS sit idly by the registers. 
          The store is utterly devoid of customers.

                                                 CUT TO:

     EXT. STREET - DUSK

     From across the street we see VICKI headed down the 
     sidewalk toward a museum. A GLOVED HAND reaches for a pay 
     phone.

                              VOICE
               She's outside the Fluegelheim.

     INT. ALICIA HUNT'S PENTHOUSE - THAT MOMENT

     A BONE-WHITE HAND slams a phone receiver down. THE JOKER is 
     at his vanity. He's rinsed his hair black. He's applying 
     pounds of pancake makeup to his bleached face, his puckered 
     cheeks. In the right light he could almost pass for human.

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

     A DREAMY, DRUGGED VOICE intrudes:

                              ALICIA
               Jack? Who was that?

     As he looks up at the mirror, we get a quick glimpse of 
     ALICIA behind him. The voice, the long blonde hair, are 
     unmistakable. But for some reason, ALICIA'S FACE is 
     COVERED... by a SHINY WHITE PORCELAIN DOLL'S MASK.

                              JOKER
               Get dressed. We're going out.

     INT. FLUEGELHEIM MUSEUM - EVENING

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

     INT. FLUEGELHEIM - ROOFTOP TEA ROOM - EVENING

     The upper terminus of the ramp opens on an airy, fern-
     filled dining room popular with tourists and elderly 
     matrons who work up an appetite looking at art. VICKI 
     enters, camera bag slung over one shoulder, portfolio in 
     hand.

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

                              MAITRE D'
               No, but your table is ready.

     INT. TEA ROOM - TWENTY MINUTES LATER - EVENING

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

                              WAITER
               Miss Vale, this just arrived for
               you.

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

               DEAR V. VALE,
                    PUT THIS ON RIGHT NOW.

     Unsigned, of course. VICKI, puzzled, opens the box to find 
     a MINIATURE GAS MASK.

     She hears a strange HISSING NOISE. A few feet away, GREEN 
     SMOKE is billowing out of an air-conditioning vent.

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

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

     INT. MUSEUM - THAT MOMENT

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

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

     A SQUAD OF GOONS enters behind him. Some of them are 
     carrying large cartons. They lock the entry doors, place a 
     "CLOSED" sign in front of them, and begin uncrating LARGE 
     CANS OF BLACK PAINT.

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

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

     He stops in front of an Ingres odalisque. Stands back a 
     pace or two to get a better look. Then pulls out a STRAIGHT 
     RAZOR and cuts a LONG DIAGONAL GASH in the canvas.

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

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

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

     INT. TEA ROOM - A MOMENT LATER - EVENING

     VICKI at her table, still wearing the gas mask, scared as 
     hell. The overhead lights wink out and the room goes dark. 
     The JOKER saunters over and pulls up a chair.

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

     VICKI recognizes the deranged smile instantly. She removes 
     the gas mask, tries to gather her wits.

                              JOKER (cont.)
               You're quite beautiful.

                              VICKI
               ... Thank you.

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

     He sets a couple of CANDLESTICKS on the table and reaches 
     for his lighter. A LONG JET OF FLAME shoots out, Jerry 
     Lewis-style, as he lights the candles.

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

     She nods. He opens it, begins leafing through the record of 
     VICKI's career. Newspaper photos from the Globe, at first.
     Then fashion layouts, magazine covers of celebrities. 
     Artier B&W shots from VICKI's first couple of exhibitions.

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

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

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

     VICKI is squirming, but she doesn't think it wise to debate 
     the point. Not with this lunatic, anyway.

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

     VICKI gazes at the awful face of this deranged visionary, 
     getting more frightened by the minute.

                              VICKI
               And you want a --

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

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

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

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

     Then it sinks in. By candlelight, in the darkened 
     restaurant, with his pancake makeup and his black rinse 
     job, he looks practically normal. VICKI must think she's
     looking at his real face!

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

     He finds a pitcher, pours a glass of water, and very 
     carefully SETS IT ON THE TABLE in front of VICKI. Then -- 
     suddenly, inexplicably -- HE BARKS AT HER:

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

     He sits back and grins expectantly. VICKI is thoroughly 
     nonplussed by this bizarre outburst. A moment passes.

     He obviously wants her to do something, but she hasn't
     got a clue as to what it is. Growing impatient now, he 
     POINTS at the WATER GLASS:

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

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

     His hands go up. He writhes. He shrieks -- like the Wicked 
     Witch of the West dissolving. He reaches for a napkin to 
     wipe his face clean... and begins to CACKLE.

     His awful white-and-green clown's face revealed behind the 
     running makeup, he LEERS at her.

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

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

                              VICKI
               I've seen worse. Much worse.

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

     He seems to have calmed down a bit. It's almost as if he's 
     coming on to her. But just then, a tiny BELL sounds behind 
     them... and a VOICE intrudes:

                              VOICE
               Jack?

     The JOKER turns. ALICIA steps out of a ROOFTOP ELEVATOR and 
     moves toward them, drugged, wraithlike. She's still wearing 
     the porcelain DOLL'S MASK we saw earlier.

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

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

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

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

                              VICKI
                     (hesitantly)
               ... Why the mask?

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

     ALICIA sits down numbly and begins to undo the mask.

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

     We're looking at ALICIA's profile as the mask comes off. 
     The side that's turned to us is indeed beautiful. But the 
     side we can't see... SENDS VICKI RIGHT OVER THE EDGE.

                              JOKER (cont.)
               She makes you look sick.

     VICKI lurches out of her seat, knocking it over, HER FACE 
     FROZEN IN HORROR. She finds her CAMERA, holds it out like a 
     weapon as THE JOKER advances on her.

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

                              JOKER
               What? I improved her a little... 

     VICKI backs away, snapping the shutter on her camera. HE 
     BLINKS as the flash gun goes off repeatedly.

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

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

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

                              VICKI
               NO!

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

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

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

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

     A SKYLIGHT SHATTERS IN A HAIL OF GLASS! A CAPED SHADOW 
     DROPS TO THE FLOOR OF THE RESTAURANT! And THE JOKER is face 
     to face with... 

     THE BATMAN!

     On his wrist is a STEEL GAUNTLET. Ha AIMS IT at the JOKER 
     like a weapon. Then PIVOTS SUDDENLY -- POINTS HIS ARM 
     THROUGH THE DOOR OF THE RESTAURANT --

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

                              JOKER (cont.)
               ... YOU!!

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

     The JOKER races to the edge of the ramp.

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

     His GOONS are stationed at various points along the ramp, 
     still defacing masterpieces. They pull their guns and OPEN 
     FIRE as BATMAN and VICKI plummet past.

     ANGLE ON BATMAN AND VICKI - AS THEY FALL

     He holds the gauntlet overhead, ROPE whistling through it. 
     As we watch, the gauntlet sprouts STEEL WINGS -- forming a 
     BULLETPROOF SHIELD over their heads!

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

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

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

     EXT. SIDE ALLEY - THAT MOMENT - DUSK

     VICKI rounds the corner just as BATMAN lobs a SMOKE PELLET 
     into the doorway of the Fluegelheim.

                              BATMAN
               GET IN THE CAR!

                              VICKI
               WHICH CAR?

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

                              VICKI (cont.)
               ... Oh.

     The BATMOBILE is sleek, futuristic, and... well, 
     indescribable. Imagine your own. VICKI climbs into the 
     passenger seat and is immediately dazzled by a stunning 
     array of electronic gadgetry.

                              BATMAN
               Ignition!

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

                              COMPUTER
               Ignition.

     The engines are revving up even as BATMAN vaults into the 
     cockpit alongside VICKI.

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

     THE JOKER emerges just as the BATMOBILE careens off.

                              JOKER
               I WANT HIM!! I WANT HIM!!

     The JOKER climbs into the back of a van labelled "MONARCH 
     PLAYING CARDS."  Half his GOONS pile into the van behind 
     him, the other half into a second car nearby.

     EXT. STREETS - THAT MOMENT

     SIRENS HOWL as POLICE CARS converge on the Flugelheim.

     INT. BATMOBILE - THAT MOMENT

     roaring out into CITY TRAFFIC.

                              VICKI
               Look! Police!

                              BATMAN
               I called them.

                              VICKI
               Shouldn't we --

     A POLICE CAR whizzes past the BATMOBILE. TIRES SKID. The 
     COP CAR does a quick 180 and sets out in hot pursuit of the 
     BATMOBILE. BATMAN FLOORS THE ACCELERATOR in response.

     INT. VAN - THAT MOMENT

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

                              GOON
               There they are! Dead ahead!

     THE JOKER screams into a RADIO DISPATCHER'S MIKE.

                              JOKER
               ALL UNITS! SOUTHBOUND ON RIVERVIEW!

     SERIES OF SHOTS

     The JOKER'S ARMY. THUGS in cars. CREEPS in Italian 
     restaurants. CROOKED COPS at a coffee shop. LIGHTS FLASH, 
     BEEPERS SOUND, and within seconds they're racing to the 
     streets, eager to join the chase.

     SERIES OF SHOTS - THE STREETS

     COP CARS. GOON CARS. THE BATMOBILE streaks through an 
     intersection, nearly causing a pileup. THE JOKER'S VAN 
     makes short work of a SABRETT'S HOT DOG STAND in its path.

     INT. BATMOBILE - THAT MOMENT

     PEDESTRIANS GAWK as the sleek supercar RIPS UP THE 
     PAVEMENT.

                              VICKI
               What about her? What about the girl?

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

     They're moving up on an EMPTY BLOCK -- a NIGHT CONSTRUCTION 
     TEAM. A HUGE PIECE OF HEAVY MACHINERY backs up slowly and 
     inexorably, BLOCKING THE INTERSECTION.

     BATMAN GUNS THE ENGINE. SWERVES LEFT. TRIES TO SLIDE PAST. 
     And HITS THE BRAKES -- stopping inches short of a head-on 
     collision with a lamppost.

     He jumps out of the car. No chance to get through. THE 
     JOKER'S VAN is two blocks back and coming up fast.

     ONLOOKERS and CONSTRUCTION WORKERS are beginning to form a 
     crowd around them.

                              VICKI
               Can't we --

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

     The BATMOBILE's computerized VOICE replies:

                              COMPUTER
               Shields.

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

     BATMAN and VICKI sprint through the CONSTRUCTION SITE, 
     vaulting over mounds of loose dirt and concrete rubble.

     INT. VAN - MOVING - NIGHT

     THREE POLICE CARS, red lights blazing, OVERTAKE THE JOKER'S 
     VAN and bear down on the abandoned BATMOBILE.

                              GOON AT WHEEL
               Are they ours?

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

     The VAN does a discreet U-turn and rumbles off sedately 
     down the street.

     EXT. SIDE STREET - THAT MOMENT - NIGHT

     BATMAN and VICKI zigzag past storefronts and candy stands, 
     dodging astonished PEDESTRIANS.

     INT. CAR - MOVING - THAT MOMENT

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

                              GOON I
               We got 'em!

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

     EXT. STREET - THAT MOMENT - NIGHT

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

     BATMAN and VICKI are caught in a SPRAY OF BULLETS. They 
     dive. Drop behind a parked car. And don't come up.

     They've ducked into a BLIND ALLEY.

     INT. ALLEYWAY - NIGHT

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

                              BATMAN
               How much do you weigh?

                              VICKI
               ... A hundred and eight?

     He does some quick mental calculations. A beat. Then the 
     CAR reappears -- backing up -- blocking their only avenue 
     of escape. BATMAN unfurls a rope, HEAVES A BATARANG UPWARD, 
     and grabs VICKI roughly about the waist.

                              BATMAN
               HANG ON!

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

     BULLETS zing past as they whip upward like fish on a line. 
     One story; two stories; and then... 

     They slow. They STOP. They DANGLE IN MIDAIR as the Joker's 
     goons advance. BATMAN wriggles, twists. They lurch upward 
     another few feet -- and stop again. VICKI SCREAMS.

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

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

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

     VICKI rockets upward at blinding speed, shrieking all the 
     way. BATMAN, his cape billowing, PLUMMETS DOWNWARD.

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

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

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

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

     They move closer. And stop.

                              GOON I
               ... No blood.

                              GOON II
               Jesus.

                              GOON III
               Wait a minute.

     GOON III screws up his courage and crouches beside the 
     body. He examines THE BATMAN'S TUNIC... and RIPS IT OPEN.

                              GOON IV
               ... What is that?

                              GOON III
               Some kind of body armor.

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

     EXT. ROOFTOP - ON VICKI

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

     ANGLE ON GOONS

     peering-down open-mouthed at the unconscious face of BRUCE 
     WAYNE. Blood seeps from BRUCE's left nostril.

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

                              GOON II
               I dunno. You seen him before?

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

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

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

     GOON II draws his automatic. And at that very instant... A 
     FLASH GUN EXPLODES OVERHEAD.

     Startled, the THUGS look up. ANOTHER CAMERA FLASH.

                              GOON III
               Goddam, it's the redhead!

     ON VICKI

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

     ON BRUCE

     HIS EYES WINK OPEN.

     ON VICKI

     momentarily idle. She's used up her roll. The GOONS KEEP 
     SHOOTING as she reaches in her bag for new film. She finds 
     it, loads the camera with astonishing dexterity -- and 
     then, on instinct, reaches back inside the bag for a 
     TELEPHOTO LENS. All the better to see you with, Batman... 

     ON THE THUGS

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

                              GOON II
               Did you hit her?

                              GOON I
               Who cares? Wax that freak.

     They turn their attention to BRUCE. A GLOVED HAND snakes 
     out with lightning speed -- GRABBING GOON I BY THE COATTAIL 
     and pulling him DIRECTLY INTO THE LINE OF FIRE. GOON II bas 
     pulled the trigger twice before he knows what's happened.

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

     GOON III takes a rabbit punch to the throat. He's on the 
     way down when he catches a STEEL-TOED BOOT in the gut.

     Four seconds after all this began, BRUCE is alone in the 
     alleyway with GOON IV. GOON IV has his gun pointed right at 
     BRUCE, but he's shaking too much to pull the trigger.

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

     Through all this, VICKI's telephoto camera has been poised 
     on the ledge, snapping away. BRUCE looks up at the FLASH 
     GUN and shakes his head. He bends to retrieve his cowl.

     ON VICKI

     She finally dares to peek down at the alley. Limp goons 
     everywhere. And, in addition, THE BATMAN -- leaping up, 
     grabbing the edge of a fire escape, climbing up to meet 
     her.

     VICKI thinks fast. She may have a clean shot of BATMAN'S 
     FACE. She advances the film in the camera and removes the 
     roll, then drops it down her blouse.

     But BATMAN is likely to want that roll. So she straightens 
     her skirt and scurries across the roof, away from the 
     alley. She should have a minute or so before be gets there.

     It's a three-foot drop to the next roof over. VICKI 
     clambers down and quickens her pace, tossing a nervous 
     glance over her shoulder every couple of steps.

     Then, somehow -- and she'll be damned if she can figure out 
     how -- she walks smack into THE BATMAN. And GASPS.

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

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

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

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

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

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

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

                              BATMAN
               Please.

                              VICKI
               I won't let you have it.

     THE BATMAN is amused. He smiles menacingly.

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

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

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

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

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

                              BATMAN
               Because I'll take you with me.

     He reaches out, holds her gently by the shoulders. His 
     voice is deep and soothing. True, VICKI is a little dizzy 
     from all that's happened, but she's undeniably drawn to 
     him.

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

                              BATMAN (cont.)
               Thank you, Vicki.

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

     No reply. She looks up into his mirrored eyes. He pulls her 
     closer to him. Brushes back her hair, runs one hand 
     delicately along the line of her cheek... 

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

                                                 CUT TO:

     EXT. ALLEYWAY - NIGHT

     Street level. BATMAN emerges carrying VICKI's inert form in 
     his arms. He pauses and peers around the edge of a wall at 
     the BATMOBILE two blocks down.

     The car is still there, the chrome-steel shields intact. 
     But DOZENS OF COPS and CURIOSITY-SEEKERS are SWARMING ALL 
     OVER the fearsome machine.

     BATMAN snorts in frustration. AN ENORMOUS THREE-TON 
     CATERPILLAR WINCH rumbles up the street toward the 
     Batmobile.

     He's about to get towed. BATMAN takes a RADIO TRANSMITTER
     from his utility belt and SPEAKS INTO IT.

                              BATMAN
               Shields open.

     EXT. STREET - ON BATMOBILE

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

                              COMPUTER
               Shields open.

     The steel plates begin to retract.

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

                              COMPUTER
               Ignition.

     The stunned COPS gaze into the Batmobile's cockpit.

                              COP
               There's somebody in there!

     They TUMBLE OFF THE HOOD as the turbine engines ROAR TO 
     LIFE and THE BATMOBILE BEGINS TO MOVE.

     COPS AND ONLOOKERS quickly clear a path. They stand there 
     stunned as the futuristic auto PICKS UP SPEED and advances 
     toward the end of the block. The LEFT TURN SIGNAL flashes 
     dutifully. And the BATMOBILE VANISHES AROUND THE CORNER.

     PANDEMONIUM BREAKS LOOSE as the COPS bolt for their cars.

     EXT. STREET - NIGHT

     SIRENS WAIL. PASSERSBY STARE SLACKJAWED at the driverless 
     BATMOBILE as it tears down the street, passing, darting, 
     dodging buses and CUTTING OFF TAXIS -- all with a squad of 
     COP CARS in hot pursuit.

     EXT. ALLEYWAY - NIGHT

     BATMAN sees the BATMOBILE rounding the corner and 
     approaching on the straightaway. He takes VICKI in his arms 
     and STEPS DIRECTLY INTO THE PATH OF THE ONRUSHING 
     HEADLIGHTS.

                              BATMAN
               STOP!

     BRAKES SQUEAL. The BATMOBILE stops one yard short of BATMAN 
     and VICKI. A moment later BATMAN is AT THE WHEEL.

     SIRENS BUILD. LIGHTS FLASH. The COP CARS are now visible 
     behind them. BATMAN floors the pedal; the Batmobile's 
     powerful AFTERBURNERS kick in; and the hapless cops KILL 
     THEIR SIRENS as BATMAN zooms off into the night at 140 mph.

                                                 DISSOLVE TO:

     EXT. BACK ROAD - NIGHT

     A deserted stretch of road, lined by ancient tall pines on 
     either side. The BATMOBILE roars past.

     INT. BATMOBILE - NIGHT

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

                              VICKI
               ... How long have I been out?

                              BATMAN
               Quite a while. I took the scenic
               route.

                              VICKI
                     (gazing around her)
               Well, I've certainly enjoyed it.
               What's that?

     He's just hit a BUTTON on the dashboard.

                              BATMAN
               Garage door.

     EXT. ROAD - THAT MOMENT - NIGHT

     At the side of the road, a FALLEN TREE, surrounded by 
     underbrush, RISES HYDRAULICALLY INTO THE AIR -- revealing a 
     SECRET ROAD invisible from the main thoroughfare.

     Doing sixty, the BATMOBILE makes a hairpin turn. Seconds 
     later, the FALLEN TREE drops back magically into place.

     INT. BATMOBILE - A MOMENT LATER - NIGHT

     As they cruise down the hidden road, VICKI STUDIES BATMAN'S 
     FACE. KNOX's words are very much on her mind.

                              VICKI
               I meant to ask you. Up on the roof
               -- how did you know my name?

     BATMAN SMILES in response. VICKI smiles with him.

                              VICKI (cont.)
               I'm serious. How did you know?

     No reply. VICKI frowns, looks through the windshield, and 
     SEES -- much to her horror -- an enormous SHEER CLIFF WALL 
     LOOMING DEAD AHEAD.

     Wide-eyed, she looks at BATMAN. Still smiling, he HITS THE 
     GAS -- SPEEDING UP. She lets out a SCREAM.

     ANGLE ON CLIFF WALL

     One second to impact. Suddenly the cliff wall VANISHES 
     ALTOGETHER -- revealing, in its place, the GAPING MOUTH OF 
     AN UNDERGROUND CAVERN.

     The Batmobile zooms through. A moment later, the CLIFF WALL 
     -- which is nothing more than a HOLOGRAPHIC PROJECTION -- 
     winks back into existence, showing no trace of the cavern.

     INT. BATCAVE - NIGHT

     We all know this place. Although we haven't had time to 
     acquire the familiar mementos -- the dinosaur, the giant 
     penny -- the BATCAVE is unmistakable. Vast banks of 
     blinking computers. A state-of-the-art crime lab. A fully-
     equipped workshop for hammering out new toys. It's the 
     biggest and best secret clubhouse a boy could wish for.

     BATMAN climbs out of the car. He removes his cape, strips 
     off his bullet-riddled jersey and his body armor. There are 
     TWO BIG BRUISES on the center of his chest.

     VICKI looks on as he goes to a rack along one wall and 
     picks out a fresh tunic -- one of four. She wanders over to 
     examine the row of bat-suits -- and the BODY ARMOR.

                              VICKI
               What is this stuff? Kevlar?

                              BATMAN
               Better. It's not on the market yet.

                              VICKI
               It doesn't protect your head,
               though.

                              BATMAN
               That's why I wear a target on my
               chest.

     THE BATMAN takes obvious pleasure in showing her his 
     futuristic bachelor's pad. His tone is jokey, almost 
     flirtatious. Behind the mask, he's a lot looser, more 
     carefree, than some guys we could name... 

     ... like Bruce Wayne.

     VICKI is, to put it mildly, awed. She wanders around gaping 
     at millions of dollars' worth of equipment.

                              VICKI
               How'd you find this place?

                              BATMAN
               Stumbled across it when I was a boy.

     VICKI'S HEAD jerks up abruptly. In the dim recesses 
     overhead, BATS ARE SCREAMING. She shivers.

                              BATMAN (cont.)
               They don't come down here. They're
               afraid of the lights.

                              VICKI
               I don't like bats. Not that kind.

                              BATMAN
               They used to terrify me. But I
               forced myself to keep coming back,
               and --
                     (smiling)
               -- I guess I became the thing I
               feared the most. I'll do your photos
               now.

     He goes to a HIGH-SPEED PHOTO PROCESSING MACHINE -- the 
     kind they have at Fotomat, only better -- and loads the 
     roll.

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

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

                              VICKI
               Who pays for all this?

                              BATMAN
               I have sponsors.

                              VICKI
               The computers?

                              BATMAN
               I'm running a check on the tainted
               products. There is a pattern.
               Beauty products. Personal hygiene.

                              VICKI
               No more makeup. -- Looks like we'll
               all be showing our true faces now.

     She looks straight at him. It's almost a direct request. 
     But BATMAN is preoccupied with the matter at hand.

                              BATMAN
               I've tracked all the records. Every
               shipment, every warehouse, every
               loading dock. Nothing. No
               opportunities for tampering. Somehow
               the Joker is supplying tainted
               ingredients... at the source.

                              VICKI
               Wait. You can just tap into any
               corporate database you want?
               Anywhere?

                              BATMAN
               Oh, no. I let the FBI do that. Then
               I tap into the FBI. -- Your photos
               are ready.

     He holds up a hand to VICKI: stand back. Then he checks out 
     the pictures -- SMILING as he shuffles through the prints.

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

                              BATMAN
               I had to save you, Vicki.
                     (turning to face her)
               Here you go. I think I'll let you
               keep the whole set.

     She looks at the photos. Joker. Joker. Joker. And four 
     shots of the BATMAN in action. He's without his mask, but 
     there's no clean angle on his face.

     VICKI doesn't quite know why, but her head is reeling.

                              BATMAN (cont.)
               Care for an autograph?

     He takes one of the prints, scrawls on it, hands it to her 
     with the inscription: "TO VICKI. LOVE, B."

     Now he turns to shut down the photo machine. VICKI is 
     trembling. Her hand goes to her belt, finds the telephoto 
     roll concealed in her blouse. She steps up silently behind 
     him, reaches for his cowl. At the last second... she STOPS.

                              VICKI
               ... Bruce?

     HE FREEZES IN PLACE for an indecisive moment. Then:

                              BATMAN
               Are you talking to me?

     He turns in seeming incomprehension. And shows her a 
     SMILE... the same crooked, curious, childlike smile she saw 
     on BRUCE's face that morning when she caught him singing.

                              BATMAN (cont.)
               Maybe we've had enough for one
               night. I'll take you home.

     Almost in a trance now, she lets him lead her to the 
     BATMOBILE. As she takes her seat he reaches into his 
     utility belt for another KNOCKOUT CAPSULE.

                              BATMAN (cont.)
               Do you want to do it this time?

     VICKI doesn't move. She looks at the capsule in her hand as 
     he walks over to the driver's side and gets in.

                              BATMAN (cont.)
               Don't be afraid. I'm here.

     She takes one last look at the familiar SMILE beneath the 
     mask... then breaks the capsule and BREATHES DEEP.

     FLAME ERUPTS from the rear of the Batmobile as the after-
     burners kick in and BATMAN screeches off. A FIERY RED GLOW 
     fills the screen, BURNING OUT THE IMAGE as we

                                                 DISSOLVE TO:

     EXT. GOTHAM STREET - 1963 - NIGHT (DREAM SEQUENCE)

     The red glow resolves itself into a DREAMLIKE STREET SCENE: 
     liquid, weightless figures moving in a tinted, soundless 
     cityscape as DISTANT, TINKLY CARNIVAL MUSIC plays 
     underneath. We're outside a theatre watching first-nighters 
     emerge from the opening of a hit musical.

     In the crowd we pick out THREE FIGURES: DR. THOMAS WAYNE, 
     his wife MARTHA, and -- in THOMAS's arms -- their young son 
     BRUCE. BRUCE hasn't made it through the show. He's asleep, 
     head nestled peacefully against his father's shoulder.

     THOMAS rouses the boy gently, sets him down on the 
     sidewalk. BRUCE rubs the sleep from his eyes as THOMAS puts 
     an arm around his wife. Together they begin walking.

     IN A SINGLE CUT the crowd has DISAPPEARED, and the WAYNES 
     are walking toward us up a deserted street. THOMAS and 
     MARTHA are laughing, making jokes, reaching down to tousle 
     BRUCE's hair. Their FACES, as they draw closer, are FULL OF 
     JOY. And then, without warning --

     A HANDGUN enters frame.

     The WAYNES freeze in their tracks. THOMAS steps 
     protectively in front of his wife, reaches for his wallet, 
     begins unbuckling his watch. He won't put up a fight.

     MARTHA's hand goes involuntarily to the PEARL NECKLACE at 
     her throat.

     The GUNMAN sees it, gestures for her to hand it over. But 
     MARTHA is paralyzed, afraid to move.

     The GUNMAN steps past THOMAS, SNATCHES AT THE NECKLACE.

     The instant his wife is threatened, THOMAS ATTACKS. The 
     pearl strand BREAKS in the GUNMAN'S HAND as he drops toward 
     the sidewalk.

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

     THOMAS CRUMPLES. MARTHA emits a PIERCING SHRIEK -- a shriek 
     we cannot hear --

     -- a shriek cut short by a second burst of flame.

     BRUCE stands paralyzed in shock. THE GUNMAN scoops a 
     handful of pearls off the sidewalk, reaches for MARTHA's 
     purse, and rises slowly -- his gun levelled directly at the 
     boy.

     Almost catatonic, BRUCE stares down at the corpses of his 
     parents. At their hands, somehow intertwined. At the tiny 
     glinting pearls and the spreading pool of blood around 
     them.

     He looks up with a gaze so bleak, so petrifying... that the 
     GUNMAN turns and runs.

     AND WE CUT. To an exact reproduction of the Pulitzer Prize-
     winning photo... the cops bent over the bodies, the medics 
     with their stretchers, the boy BRUCE, his arms wrapped 
     tightly around the waist of OFFICER GORDON.

     There's only one difference. BRUCE's head is turned away 
     from us. We can't see his face.

     And now a HAND enters the frame. Much like the GUNMAN's 
     hand, but feminine, beckoning. BRUCE, hearing his name, 
     LOOKS UP; then, agonized, ashamed, he BURIES HIS FACE in 
     GORDON's side. GORDON gestures angrily at the intruder.

     But the hand keeps beckoning. And ultimately BRUCE turns. 
     Showing us the tear-stained face from the famous photo. A
     face slack with horror. The horror of his parents' death... 
     and more importantly, the horror that someone would dare to
     violate this most private and terrible of moments.

     At last we see what BRUCE sees: a WOMAN crouched on the 
     sidewalk nearby. The WOMAN is holding a camera. The WOMAN 
     is smiling prettily at BRUCE.

     The WOMAN is VICKI VALE.

     A FLASHBULB EXPLODES. FILLING. THE SCREEN with its blinding 
     white light, SCORCHING OUT THE IMAGE as a HARSH RINGING 
     SOUND cuts through the silence.

                                                 CUT TO:

     INT. BEDROOM - NIGHT

     VICKI AWAKENS. She sits up in bed, tremulous, distraught. 
     The bedside phone is ringing. She reaches for it, but her 
     hand freezes in midair. She knows who's calling.

     Three rings later, she manages to lift the receiver. To her 
     amazement, she finds she cannot speak. Finally, she hears a 
     VOICE at the other end of the line.

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

     INT. BRUCE WAYNE'S STUDY - NIGHT

     BRUCE at a big mahogany desk in his somber, book-lined 
     study. The room is dark but for a small table lamp.

                              BRUCE
               Vicki, I've been thinking about you.
                     (long pause)
               I know it's late. I'm sorry. I --
               Are you there?

     INTERCUT BRUCE AND VICKI

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

                              BRUCE
               I'm sorry about the way things went
               between us. I'd very much like to
               see you again.

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

                              BRUCE
               I wish you'd reconsider.
                     (groping)
               I didn't stand you up today. The
               museum was closed when I got there.

                              VICKI
               I, uh... 

     ON VICKI

     Her voice trails off. She's profoundly shaken. She knows.

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

     She returns the receiver to its cradle.

     ON BRUCE

     He hears the click. His lips part slightly. He hangs up and 
     sits there at the desk, staring straight ahead.

                                                 CUT TO:

     INT. VICKI'S BATHROOM - NIGHT

     TOTAL DARKNESS. VICKI stands before the bathroom mirror. 
     She holds the OPENED ROLL OF TELEPHOTO SHOTS over the sink.

     Then she strikes a match. IGNITES the film. Drops it into 
     the sink, and -- with hollow eyes -- WATCHES IT BURN.

                                                 CUT TO:

     INT. VICKI'S APARTMENT - LATER - NIGHT

     It's four in the morning. VICKI, wrapped in a bathrobe, 
     still shaky, pours her fifth cup of coffee. Sitting across 
     from her is a rumpled and stubbly ALEXANDER KNOX.

                              KNOX
               Vicki, it all fits. The stuff you're
               telling me -- the car, the equipment
               -- somebody's paying for it.

                              VICKI
               I just can't --

                              KNOX
               The FBI. You know who's got the FBI
               computer contract? Wayne
               Technologies.
                     (shaking his head)
               The guy's bats all right. He's bat
               shit crazy. This is gonna be the
               most incredible --

                              VICKI
               But he's not.

                              KNOX
               Not what?

                              VICKI
               He's not crazy.

     KNOX slaps his forehead in frustration, sprawls back in his 
     chair.

                              KNOX
               Vicki. We got a wealthy millionaire
               here... who dresses up like a bat. He
               goes out at night and swings around
               -- in his cape -- on a rope.
                     (throwing up his hands)
               Okay. Maybe I'm crazy.

                              VICKI
               Allie... he wants to tell me.
               That's why he took me there. Because
               he's trying to tell me.

                              KNOX
               Gimme a break. If he wants to chat,
               he can talk to his car.

     The joke dies. VICKI stares dead ahead. KNOX looks on in 
     utter disbelief as it all comes into focus: he's lost her 
     loyalty. VICKI is in over her head with BRUCE.

                              VICKI
               He has to tell someone. And I'm the
               one. He's trying to tell me.

     KNOX, hurt in a way he doesn't fully understand, gets up 
     and pulls on his coat. He stares at her coldly:

                              KNOX
               Well, when he does you know my
               number.

                                                 CUT TO:

     EXT. NEWSSTAND - DAY

     CUSTOMERS are lining up to buy the early edition of the
     Globe, which carries the full-page banner headline:

                       WAR OF THE FREAKS
             Batman, Joker in Fluegelheim Shootout

     In the midst of the hubbub a DELIVERY TRUCK cruises past, 
     dumping a bundle of AFTERNOON EDITIONS on the sidewalk. 
     "WAR OF THE FREAKS" has been relegated to the lower right-
     hand corner of the page -- supplanted by more pressing 
     news:

                       STOCK MARKET CRASHES
             Product Scare Drops Dow to 1100
             Biggest One-Day Decline in History

     INT. WAYNE FOUNDATION - DAY

     BRUCE in a plush office suite downtown, on the phone to his 
     broker. Behind his desk is a big plate-glass window with a 
     fortieth-floor view of the financial district, so he can 
     wave at his fellow millionaires on their way down.

                              BRUCE
               Don't sell. It won't last. We'll
               ride it out.

     With exaggerated calm, he hangs up. He lifts the receiver 
     to dial another number, then hesitates and hangs up again.

     INT. RECEPTION AREA - A MOMENT LATER - DAY

     BRUCE, affecting an air of nonchalance, strolls past a 
     squad of SECRETARIES at desks. Phones are ringing off the 
     hook.

     INT. HALLWAY - A MOMENT LATER - DAY

     BRUCE ambles past a couple of COLLEAGUES. One of them is 
     shambling catatonically down the hall, bumping into walls. 
     The other is WAILING HYSTERICALLY.

                              WAILING COLLEAGUE
               ... a nine-million-dollar bath!

     BRUCE nods in sympathy as they pass. He stops outside the 
     door to a men's room, looks around cautiously, then enters.

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

     A small anteroom outside the bathroom proper, with a bank 
     of PAY PHONES on one wall. BRUCE checks the bathroom to 
     make sure it's empty, then digs out a quarter and dials a 
     number. He cups one hand confidentially over the receiver:

                              BRUCE
                     (the familiar rasp)
               Vicki?... This is Batman. I thought
               I'd call and see how you're doing.

     INT. VICKI'S APARTMENT - DAY

                              VICKI
                     (hesitantly)
               ... I know it's you, Bruce. I'm not
               going to talk to you unless we can
               discuss it.

     INT. MEN'S ROOM - ON BRUCE

                              BRUCE
                     (a little smile)
               Who's this "Bruce"? Are you trying
               to make me jealous?

                              VICKI (V.O.)
                     (filter)
               I'm serious, Bruce. We have to --

     At this very moment, a DAZED FINANCIER enters from behind.

                              FINANCIER
               Hi, Bruce.

     BRUCE automatically claps a hand over the mouthpiece. His 
     face goes slack as he hangs up -- with VICKI'S TINNY VOICE 
     still squeaking on the other end of the line.

                                                   CUT TO:

     INT. DISTRICT ATTORNEY'S OFFICE - NIGHT

     HARVEY DENT at a big desk, flanked by a number of 
     POLITICOS.

                              DENT
               ... We deal.

                              ADVISER
               Harvey, please. I mean --
                     (shaking his head)
               If your first official act as D.A.
               is to cut a deal with a
               terrorist... 

                              DENT
               Screw that, Ed. We've got a market
               panic of national proportions.
               -- We've got 786 people dead.
                     (beat)
               I won't sacrifice one more life for
               the sake of appearing strong.

                              POLITICO
               Harvey's right. We've got the 300th
               anniversary gala coming up. The
               networks won't even send in a crew.

                              ADVISER
               Harvey, the police are working round
               the clock, the feds are coming in.
               This thing could break any minute
               now.
                     (turning)
               Tell him, Jim.

     COMMISSIONER GORDON reaches into his vest pocket for a 
     cigar. He clips the end off, lights it, takes a long 
     drag... and STARES GLUMLY at the floor.

                              GORDON
               Cut the deal.

     INT. CITY HALL - NIGHT

     The MAYOR sits impatiently at a long table, flanked by JIM 
     GORDON, HARVEY DENT, and other prominent officials. The 
     room is packed with REPORTERS and TV NEWS CREWS.

                              NEWS ANCHOR
               ... at City Hall, where the mayor is
               waiting to open negotiations with
               the clown-faced terrorist known as
               the Joker. It is now eight minutes
               past the appointed deadline, and
               still no word from --

     INT. GOTHAM GLOBE - CITY ROOM - THAT MOMENT - NIGHT

     REPORTERS cluster around a bank of four TV sets, each tuned 
     to a different station, all broadcasting from city Hall.

                              REPORTER I
               Look at 'em sweat. Can't wait for
               the next Gallup Poll.

                              REPORTER II
               Hey Knox, cheer up. It ain't the
               Batman but it's pretty choice.

     KNOX, who has recently taken up smoking, responds with a 
     grunt. SUDDEN HUBBUB from the ONLOOKERS as a wave of VIDEO 
     NOISE wipes half the screen away.

     INSERT - TELEVISION SCREEN

     Split-screen. On one side is the MAYOR. On the other -- 
     sitting in a director's chair with a big yellow HAPPY-FACE 
     BACKDROP behind him -- is the JOKER, grinning fiendishly.

                              JOKER
               Joker here. Can we talk?

     The MAYOR fumbles for his prepared statement.

                              MAYOR
               "While this administration remains
               vehemently opposed to terrorism in
               any form, we are prepared to
               negotiate any reasonable demands
               which will guarantee the safety of
               the populace."

                              JOKER
               Huh. Demands. Well, gents, this is
               kinda embarrassing, but... I'm having
               such a swell time, I just haven't
               thought any up.

     He shrugs. STARTLED REACTIONS from the city officials.

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

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

                              MAYOR
               All right, all right. Here's the
               deal. Total amnesty... and the sum of
               ten million dollars, payable in --

                              JOKER
               Ten million dollars. Ten million
               dollars.
                     (flying off the handle)
               Ten mi-- YOU CHEAPSKATES! I've just
               wiped out the stock market. I've
               cost you billions!
                     (petulantly)
               I want ten million and one.

                              MAYOR
               No, wait, please! We'll talk. Just
               tell us what you expect.

                              JOKER
               Goddammit, I expect to be treated
               like an ARTIST. GET OFF MY SCREEN!!

     MORE VIDEO STATIC sweeps across the screen, pushing the 
     MAYOR clean out of frame. The JOKER leers at the camera.

                              JOKER (cont.)
               I might just think up some demands.
               And I'm gonna talk to all my
               friends, and see what they want,
               too. And then maybe we'll get
               together -- have a little party --
               exchange presents.
                     (waving goodbye)
               Happy Birthday, Gotham.

     "The Shadow of Your Smile" comes up UNDERNEATH as the 
     JOKER's transmission ends and the SCREEN GOES BLACK.

     INT. GLOBE CITY ROOM - THAT MOMENT - NIGHT

     FRANTIC ACTIVITY as REPORTERS rush to their telephones and
     typewriters. KNOX strolls slowly back to his desk. He's 
     sitting on the biggest story of his career... and now, as 
     he realizes grimly, nobody knows or cares.

                                                   CUT TO:

     EXT. ANDREWS ISLAND - DAY

     A tiny island in Gotham Harbor, homesite of LADY GOTHAM -- 
     the huge, newly restored stone statue that welcomes 
     incoming ships. Her upper half is draped in a huge TARP 
     prior to the unveiling ceremony scheduled for this Sunday.

     At the base of the statue, WORKMEN are assembling a big 
     wooden platform, complete with microphones, amplifiers and 
     spotlights. They raise a gigantic BANNER which reads: 
     "GOTHAM CITY -- 300TH ANNIVERSARY CELEBRATION."

                                                   CUT TO:

     EXT. WAYNE MANOR - DAY

     A TAXI pulls away from the wrought-iron gate at the 
     entrance to the estate. KNOX ambles up to a stone pillar, 
     glances up at a VIDEO CAMERA mounted over the gate, and 
     hits a BUZZER.

                              ALFRED (V.O.)
                     (through loudspeaker)
               Yes?

                              KNOX
               Alexander Knox. Gotham Globe.

                              ALFRED (V.O.)
               Mr. Wayne is out for the day.

                              KNOX
               Actually, I wanted to talk to
               Batman. Pass that on to Mr. Wayne,
               would you?

     KNOX starts cockily off down the driveway -- then STOPS. 
     Behind him, the iron gates are SLIDING OPEN.

     INT. BRUCE'S LIBRARY - TEN MINUTES LATER - DAY

     KNOX, agitated, drums his fingers on the edge of a big 
     leather chair. BRUCE stands across from him.

                              BRUCE
               I've been expecting to hear from
               you.

                              KNOX
               Well, that's how it is, chum. She
               tells me everything.

                              BRUCE
               What is it you want?

                              KNOX
               Simple. You know the score. One
               column -- and I can bring all this
               tumbling down. I can take you off
               the streets once and for all.
                        (a shaky pause)
               I want you to hang up the suit. And
               I want you to stay away from Vicki.

                              BRUCE
               I can't do that. Not while the
               Joker's still out there.

                              KNOX
               Then stay away from Vicki. That's
               all I want, man. I just want your
               word.

     BRUCE turns away, evading his gaze. KNOX fumbles in his 
     jacket for a cigarette.

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

                              BRUCE
               There's something I don't
               understand. If you've got the story,
               why haven't you printed it?

                              KNOX
               Because I --
                     (beat)
               Because she'd never speak to me
               again.

     KNOX is a bundle of nerves now. No longer cocky, he stubs 
     out his newly-lit cigarette -- and begins to PLEAD OPENLY.

                              KNOX (cont.)
               Come on, Bruce. Be straight. What
               have you got to offer? You gonna
               marry her? Batman and Mrs. Batman?
                     (laughing bitterly)
               Gimme a break, huh? Who's gonna be
               Best Rodent?

     BRUCE sinks into a chair, exhales sharply. He can't even 
     put up an argument. The two of them sit there, not looking 
     at each other, as ALFRED appears in the doorway.

                              BRUCE
               Do you want a drink?

                              KNOX
               Yeah, a drink. "Civilized."  Man-to-
               man, right?

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

                                                   CUT TO:

     EXT. GOTHAM PARK - LATE AFTERNOON

     The weekend-long BIRTHDAY GALA is getting underway, and 
     Gotham Park is mobbed with CELEBRANTS enjoying a FREE 
     CONCERT. Onstage: FIVE ELVIS IMITATORS, dressed in 
     everything from black leather to white spangled jumpsuits, 
     representing the King in progressive stages of 
     deterioration.

     INT. VICKI'S APARTMENT - DUSK

     She's on the sofa beside a disconsolate BRUCE.

                              VICKI
               ... So we just pretend none of this
               ever happened. We never met. We --
                     (frightened)
               You're going to get yourself killed,
               Bruce. You know that, don't you?

                              BRUCE
               It wouldn't matter much.

                              VICKI
               I don't understand it. You can do so
               much good for people. As Bruce
               Wayne.

     He sinks back on the sofa, closes his eyes. He's had the 
     same argument with himself a thousand times.

                              BRUCE
               Money makes money, Vicki. The
               foundation runs itself. -- I'm
               extraneous to the process.

                              VICKI
               You're one man. You can't save
               everybody.

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

     VICKI is sick of watching BRUCE torment himself. She stands 
     up, almost crying now, and ACCUSES HIM DIRECTLY:

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

                              BRUCE
                     (staring right at her)
               Sometimes... I don't know if there's
               enough of me left to save.

     VICKI is totally drained. She heads for the kitchen.

                              VICKI
               Oh, God. I've got to have some
               coffee or something.

     A moment's breather as BRUCE sits on the sofa reflecting. 
     Then, suddenly, a KNOCK at the door.

     VICKI reappears and moves to answer the door. BRUCE -- on 
     his feet instantly -- grabs her by the shoulder.

                              BRUCE
               Are you expecting anyone?

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

                              BRUCE (cont.)
               Who's there?

     THROUGH THE PEEPHOLE he sees a DELIVERY BOY.

                              DELIVERY BOY
               Package tor Miss Vale.

                              BRUCE
               Set it down by the door. On the
               left-hand side.

     The DELIVERY BOY sets the package down and wanders off, 
     tipless, muttering something about "cheap shits." After a 
     moment's interval, BRUCE opens the door and bends to pick 
     up the mysterious package.

     Another brown-paper parcel... ADDRESSED IN CRAYON.

                              VICKI
               BRUCE!

     He strides past her, handling the parcel gingerly, and sets 
     it down on the kitchen counter.

                              VICKI (cont.)
               It's just like the last time. He
               sent me a present before he --

                              BRUCE
               Very thoughtful. Don't touch it.

     As VICKI watches, he goes into the living-room and finds 
     his ALLIGATOR ATTACHE CASE. He opens the case, removes a 
     LAPTOP COMPUTER and a handful of business papers... then 
     lifts out a false bottom to reveal his UTILITY BELT.

                              VICKI
               Oh, Bruce. Don't tell me you carry
               it around with you.

                              BRUCE
               I feel naked without it.

     He takes out a tiny ULTRASOUND SCANNER -- rather like a 
     stethoscope, with a miniature sonar display where the 
     earpieces should be -- and runs it over the package.

                              BRUCE (cont.)
               Not a bomb. But it could be rigged.
               Wait in the next room.

     He takes a small GAS MASK from his belt, puts it on, then 
     SLITS THE WRAPPING with a steak knife.

     Nothing. Cautiously, he pulls back the flaps. The box is 
     full of STYROFOAM POPCORN. BRUCE shoves a hand down into 
     the popcorn... and extracts a HUMAN EAR.

     In the doorway behind him, VICKI lets out a squeal.

     BRUCE grabs the box and dumps TWO DOZEN EARS on the 
     counter.

                              BRUCE
               ... They're wax.

     VICKI finds a hand-scrawled NOTE among the ears.

                              VICKI
               "It worked for Van Gogh. Let's make
               up. I'll need you soon." -- Whew.

                              BRUCE
                     (lost in thought)
               That does it. It's going to be this
               weekend.

     The KITCHEN PHONE rings. VICKI reaches for the receiver. 
     Her eyes go wide and she gestures him over.

     INT. ALICIA HUNT'S APARTMENT - THAT MOMENT

     ALICIA, in her porcelain mask, on the phone.

                              ALICIA
               I thought you ought to know -- he's
               coming for you... 

     ON BRUCE AND VICKI

     Faces pressed together as they listen in. BRUCE covers the 
     mouthpiece with one hand.

                              BRUCE
               Keep her on the line!

                              VICKI
               ... Where are you calling from?

     As VICKI struggles to keep the conversation alive, BRUCE 
     rushes into the living room and crouches beside his LAPTOP 
     COMPUTER. He plugs it in, flips open the screen, punches up 
     a telecommunications program.

     A moment later VICKI enters from the kitchen.

                              VICKI
               I'm sorry, she hung up. What are --

                              BRUCE
               Finding out where she is.

                              VICKI
               How can you do that if she's already
               off the line?

                              BRUCE
               I've had an automatic tracer on this
               number ever since he tracked you to
               the museum.

     INT. BATCAVE - THAT MOMENT

     MASSIVE COMPUTERS click and whir. At BRUCE's prodding, 
     INFORMATION comes up on the monitor: a number, a name -- 
     ALICIA HUNT -- and an East Side address.

     INT. VICKI'S APARTMENT - THAT MOMENT - EVENING

     THE SAME INFORMATION scrolls across BRUCE's screen.

                              BRUCE
               Got it!

                              VICKI
               What now!

                              BRUCE
               Hang on. I have to leave a message.

     HE FREEZES. He's heard something in the hallway outside.

     INT. HALLWAY - THAT MOMENT

     ELEVATOR DOORS open on THREE THUGS. One of them uses a key 
     to lock the car in place on VICKI's floor. The key is on 
     the end of a ring which contains dozens of other keys.

     The KEY RING belongs to a DOORMAN, who's riding in the 
     elevator with the JOKER's trio of thugs. He's dead, alas. 
     The THUGS dump him unceremoniously on the floor of the hall 
     and march toward VICKI's apartment.

     INT. VICKI'S APARTMENT - A MOMENT LATER

     BRUCE is nowhere in sight. VICKI is at the sink washing 
     dishes, acting nonchalant. She pretends not to hear the 
     DOOR unlocking behind her.

     She turns -- and faces the THREE ADVANCING THUGS.

                              THUG I
               Hi, Miss Vale. Let's not put up a
               fight, huh? 'Cause we'd hate to have
               to --

     BRUCE steps into the doorway behind them. With a single 
     sweep of the arm, he flings THREE DRUG-TIPPED NINJA WHEELS 
     at the thugs, catching one in the neck, one in the 
     shoulder, one in the hip. They COLLAPSE in quick 
     succession.

                              BRUCE
               There's a garage in this building?

     VICKI nods yes. BRUCE -- all business now that he's in his 
     element -- disappears into VICKI's bedroom.

     She peeks around the corner. He reemerges carrying a BLACK 
     NYLON STOCKING, which he stuffs into his pocket. VICKI is 
     full of question, but he shushes her before she can speak.

                              BRUCE (cont.)
               I've got to take him out now.

     He stoops down beside the THUGS and pulls the elevator key 
     off the key ring -- which he then tosses to VICKI.

                              BRUCE (cont.)
               Pick an apartment and stay there.
               And listen: call the police. Give
               them that address. Every available
               man.

     He starts out the door, stops just long enough to take a 
     dumbfounded VICKI in his arms for a kiss.

     INT. UNDERGROUND GARAGE - A MOMENT LATER - EVENING

     THE JOKER'S VAN, bearing the Monarch Playing Card logo. TWO 
     ARMED GOONS lean against the hood. They watch as the 
     elevator opens and an ordinary fellow in a suit steps out.

     BRUCE pulls car keys from his pocket and strolls past the 
     thugs, head down, whistling. As he walks around the van, 
     his hand brushes against it -- leaving a MAGNETIZED HOMING 
     DEVICE, almost too tiny to notice, stuck to the fender.

     He walks another six paces, then stops short. He feels 
     around in all his pockets, making a big show of having
     forgotten something.

                              BRUCE
               Oh, hell!

     The GOONS eye him curiously as he strides back toward the 
     elevator. The doors are closing before it strikes them that 
     something is amiss.

                              GOON
               Hey, boss, something's up. The
               elevator's working.

     INT. VAN - ON JOKER

     Frustrated, snarling, ready to throw a tantrum.

                              JOKER
               DAMMIT! You can't get good help
               these days. -- Let's move out.

     EXT. STREET - EVENING - OVERHEAD ANGLE

     From high above the street we see the JOKER'S VAN pulling 
     out of VICKI's building. We're up on the roof, with BRUCE. 
     He hits a button on his utility belt, and a RED SIGNAL 
     LIGHT begins to flash.

     BRUCE clamps the utility belt around his waist. Pulls the 
     BLACK NYLON STOCKING over his head. And suddenly, he's 
     BOUNDING ACROSS THE ROOFTOPS in pursuit of the JOKER.

     EXT. CROSS STREET - A MOMENT LATER - EVENING

     The VAN turns right at the intersection. Nothing unusual. 
     But for some reason, PEDESTRIANS are pointing at the sky, 
     staring goggle-eyed at the rooftops.

     Far above them, a MAN -- dressed in a suit, a tie, a yellow 
     belt and a BLACK STOCKING MASK -- is gliding across the 
     intersection on a ROPE.

     INT. VAN - A MOMENT LATER

     The VAN DRIVER guns through a red light. BRAKES SQUEAL on 
     either side. In the back of the van, the JOKER GROWLS:

                              JOKER
               Slow down, you maniac!

     EXT. INTERSECTION - THAT MOMENT - EVENING

     As the VAN ROARS PAST, a MOUNTED POLICEMAN shakes his fist. 
     His horse shies, rears back, turns in a circle. He's just 
     about gotten the beast calmed down when a MAN IN A STOCKING 
     MASK plummets down on a rope from nowhere and lands 
     directly behind him on the horse's back.

     BRUCE elbows the startled COP. Now there's only one rider. 
     The VAN turns left. BRUCE gallops straight ahead through 
     the intersection, hoping to cut the JOKER off.

     INT. ALICIA HUNT'S APARTMENT - THAT MOMENT

     ALICIA peers out through the window. On the street below, 
     UNMARKED CARS are converging.

     INT. VAN - THAT MOMENT

     The JOKER and co. are two blocks away from ALICIA's. They 
     see a POLICE SWAT TEAM sealing off the building.

                              DRIVER
               Boss! Jesus! They've --

                              JOKER
               They'll be sorry. They'll be
               sorry. -- GET OUT OF HERE!

     EXT. SIDE STREET - THAT MOMENT - EVENING

     BRUCE on horseback, charging past elegant old brownstones, 
     drawing stares from passersby. We get a quick look at the 
     FLASHING RED SIGNAL LIGHT on his belt.

     EXT. RIVERVIEW DRIVE - THAT MOMENT - EVENING

     A YELLOW VW BUG rips up the street at 70 mph.

     INT. VOLKSWAGEN BUG - THAT MOMENT

     We can't see the driver. But we do see, on the seat 
     beside him, a VIDEO DISPLAY with a shifting grid map of the 
     city -- and on it, a FLASHING SIGNAL blinking in perfect 
     sync with the one on BRUCE's belt.

     EXT. SIDE STREET - THAT MOMENT

     BRUCE sees the VW bug rounding the corner and STREAKING 
     TOWARD HIM. He reins in the horse; it rears back on its 
     hind legs in a classic western pose; the BUG zooms past --

     -- and ALFRED THE BUTLER heaves out a BROWN LAUNDRY BUNDLE, 
     neatly tied in string.

     BRUCE snatches it out of the air, gives ALFRED a quick 
     salute -- and the BUG is gone.

     INT. JOKER'S VAN - EVENING

     The JOKER and his boys are stalled in heavy traffic at the 
     southern border of Gotham Park. POLICE BARRICADES are 
     everywhere; the surrounding streets have been roped off for 
     the birthday gala. HORNS HONK in anger.

                              JOKER
               MOVE! Can't you do something??

                              DRIVER
               It's some kind of detour. They're
               backed up for blocks!

     The JOKER snorts. He happens to glance into the side-view 
     mirror. What he sees there... CURDLES HIS BLOOD.

                              JOKER
               Oh my God. How does he do it... ?

     EXT. STREET - A BLOCK AWAY - THAT MOMENT

     THE BATMAN, IN FULL COSTUMED GLORY, GALLOPING UP THE STREET 
     ON HORSEBACK -- passing stunned COPS, weaving in and around 
     the stalled autos, GAINING FAST on the JOKER.

     INT. VAN - THAT MOMENT

     THE JOKER climbing all over the DRIVER. He HITS THE GAS, 
     RUNS THE VAN UP ON THE SIDEWALK, and -- at the first 
     opening he sees -- CRASHES THROUGH A POLICE BARRICADE INTO 
     GOTHAM PARK ITSELF.

     BATMAN is half a block behind him now. As he follows hot on 
     the JOKER's heels, TWO HELICOPTERS swing into the park from 
     overhead.

     EXT. GOTHAM PARK - EVENING

     CROWDS EVERYWHERE. On the central platform where we saw the 
     FREE CONCERT earlier, an EMCEE mans the microphone:

                              EMCEE
               -- the most spectacular, most death-
               defying aerial stunt ever devised.
               Tonight -- for the first time
               anywhere -- THE FLYING GRAYSONS!

     He points up at the two approaching HELICOPTERS, flying 
     side-by-side in tight formation some forty feet apart.

     ANGLE ON HELICOPTERS

     ONLOOKERS GASP as TWO TRAPEZES drop from the bellies of the 
     twin copters. Dangling from the trapezes are the FLYING 
     GRAYSONS -- a husband-and-wife aerialist team in spangled 
     red-and-green suits. They begin swinging toward each other 
     in a plane perpendicular to the path of the copters.

     EXT. GOTHAM PARK - GROUND LEVEL

     PANIC DOWN BELOW as the JOKER's van barrels through the 
     crowd, HORN BLARING. BATMAN is moving up swiftly.

     On each wrist he's wearing a MINIATURE ROCKET LAUNCHER. He 
     lets fly with TWO SALVOS. The first explodes harmlessly 
     against a tree. The second HITS THE REAR DOOR OF THE VAN -- 
     driving it off the access road down into the brush, where 
     it nearly topples over sideways.

     ANGLE ON FLYING GRAYSONS

     GRAYSON has just completed a double somersault in midair, 
     landing in the capable hands of his wife. Now they're 
     swinging again, building momentum as he prepares to make 
     the return leap back to his own trapeze.

     INT. HELICOPTER - THAT MOMENT

     In the bay of the helicopter stands a kid, fifteen, 
     compact, tough, and wiry: DICK GRAYSON. Like his parents, 
     he's wearing a red-and-green suit. From the copter, he's 
     got a perfect bird's-eye view of the BATMAN-JOKER chase.

                              PILOT
               Ready to go, Dick?

                              DICK
               What's all the ruckus down there?

     EXT. PARK - GROUND LEVEL - THAT MOMENT

     The VAN bounces over rocks and bushes, narrowly avoiding 
     trees, with BATMAN in hot pursuit.

     INT. VAN - THAT MOMENT

     At the foot of a hill, the JOKER spies a truck. On its 
     side, in bright red letters, a WARNING: "DANGER - 
     FIREWORKS. FLAMMABLE LOAD."

     The JOKER reaches into the back for a HIGHWAY FLARE.

                              JOKER
               Head for the truck!

     INT. HELICOPTER - THAT MOMENT

     Hovering over the chase scene, DICK catches sight of the 
     JOKER. He GASPS IN SHOCK as a LIT FLARE flies from the back 
     of the VAN... directly into the FIREWORKS TRUCK.

     EXT. PARK - GROUND LEVEL - A MOMENT LATER

     THE BATMAN is thrown off his horse by the shock of a 
     massive EXPLOSION. All at once, THE SKY IS FULL of 
     BURSTING, INCANDESCENT COLORS!!

     THE JOKER hangs out of the rear of the van, looking up, an 
     expression of PURE DELIGHT on his face.

                              JOKER
               I love fireworks!

     ANGLE ON HELICOPTERS

     LURCHING AND SPINNING IN THE SKY as FIREWORKS rocket past. 
     One of them takes a dead hit on the rotor. JOHN GRAYSON 
     falls to his death instantly; a moment later, the COPTER 
     plummets into the trees with a resounding, fiery CRASH.

     MARY GRAYSON hangs from the second copter as it bobs and 
     weaves out of control. ONLOOKERS SCREAM IN TERROR.

     EXT. STREET - THAT MOMENT

     THE JOKER'S VAN bursts out of the park and speeds up a 
     wide, cordoned-off avenue. Overhead, THE SECOND COPTER 
     veers wildly, out of the park now, swinging dangerously 
     close to the tall buildings along the avenue.

     INT. HELICOPTER - THAT MOMENT

     DICK GRAYSON at the mouth of the bay, hanging on by a 
     canvas strap. He watches helplessly as his MOTHER swings 
     into a POWER LINE and drops three stories to the pavement.

                              DICK
               NO! NOOOOOOOO!!!!

     His face is contorted with rage and pain. The PILOT 
     struggles desperately to right the copter, barely avoiding 
     a collision with the nearest building. And then -- before 
     THE PILOT can make a move to stop him -- DICK HAS JUMPED 
     OUT OF THE COPTER.

     ANGLE ON DICK

     With astonishing physical grace, he DIVES. GRABS A 
     FLAGPOLE. Executes a perfect somersault. FLIPS onto a 
     nearby fire escape. VAULTS to the next fire escape down. 
     And LEAPS OUT OVER THE STREET --

     -- MAKING A PERFECT TWO-POINT LANDING on his intended 
     target... THE ROOF OF THE JOKER'S VAN!!

     INT. VAN - THAT MOMENT

     THE JOKER hears a THUNK overhead. He casually lifts his gun 
     and BLOWS A HOLE THROUGH THE ROOF OF THE VAN.

     EXT. ROOF OF VAN - MOVING - THAT MOMENT

     The blast just misses DICK. He sprawls flat, YANKS at the 
     chrome luggage rack on the roof of the van, and BREAKS OFF 
     A FOUR-FOOT SHAFT OF METAL.

     ANOTHER SHOT through the roof. DICK rolls forward, hoists 
     his chrome spear over the windshield.

     INT. VAN - THAT MOMENT

     SPLINTERED GLASS flies everywhere as DICK RAMS THE SHAFT 
     THROUGH THE WINDSHIELD. THE DRIVER dodges left and LOSES 
     CONTROL OF THE WHEEL.

     EXT. ROOF OF VAN - MOVING - THAT MOMENT

     The VAN careens wildly toward an OVERPASS. DICK rises up 
     into a crouch just in time to see a sign which reads 
     "DANGER -- LOW CLEARANCE." He's about to get his head taken 
     off!

     ONE SECOND BEFORE IMPACT a BLACK-CAPED SHADOW swings across 
     the street and SCOOPS DICK OFF THE ROOF OF THE VAN.

     EXT. STREET - NIGHT

     BATMAN AND DICK tumble to the pavement. THE VAN knocks over 
     a fire hydrant and STOPS. DICK is already on his feet, 
     ready to CHARGE THE VAN, when BATMAN throws a powerful arm 
     around his waist.

                              DICK
               LET ME GO! LET ME --

     THE JOKER steps casually out of the van. TWO GOONS with 
     MACHINE GUNS emerge behind him. PEDESTRIANS SCREAM as the 
     GOONS level their guns at the CROWD.

                              DICK (cont.)
               YOU PIECE OF -- YOU MOTHERF--

     DICK is kicking, screaming, clawing, biting. BATMAN has his 
     hands full restraining the kid.

                              JOKER
               Like your boyfriend. He's kinda
               hot.
                     (glowering at BATMAN)
               Hands off the belt.

                              BATMAN
               Take me. Let the boy go.

                              JOKER
               Gosh, I could kill you, but then
               you'd miss my party. And I'd be
               real, real sad if you couldn't make
               it.

                              BATMAN
               What are you talking about?

                              JOKER
               Batman! Don't you even recognize
               your old pal Jack? After all... 
                     (cackling insanely)
               You made me what I am today.

     BATMAN cocks his head in puzzlement as DISTANT SIRENS 
     BLARE. The JOKER and his HOODS -- guns still aimed at the 
     crowd -- back away and race off on foot, vanishing into the 
     night.

     DICK BREAKS FREE and BOLTS AFTER THEM. BATMAN throws him to 
     the street with a flying tackle. The boy is hysterical.

                              DICK
               HE KILLED MY PARENTS! HE KILLED
               MY --

     BATMAN flinches at the sound of the words. He reaches into 
     his belt and -- mercifully -- breaks a KNOCKOUT CAPSULE 
     under DICK's nose.

                                                 DISSOLVE TO:

     INSERT - TELEVISION SCREEN

     A taped report from the hallway outside ALICIA's apartment. 
     COPS and FORENSICS MEN mill about in the b.g.

                              REPORTER
               ... on a tip attributed to the
               mysterious Batman. The apartment was
               booby-trapped with the Joker's
               laughing gas, leaving 17 policemen
               dead.
                     (beat)
               Also found dead at the scene was
               Alicia Hunt, 26, a former model --

     CAMERA PULLS BACK to reveal that the TV SCREEN is part of 
     BRUCE'S BANK OF MONITORS, deep in the Batcave. The other 
     screens show the various rooms of Wayne Manor, all empty.

     We move now to the video display of a COMPUTER WORKSTATION, 
     showing TWO FACES side-by-side: a mug shot of JACK NAPIER 
     and a freeze-frame of the JOKER from one of his pirate 
     transmissions. A GRAPHICS PROGRAM abstracts the twin heads 
     into THREE-DIMENSIONAL, ROTATING TOPOLOGICAL GRIDS -- and, 
     as we watch, the two spinning heads COLLIDE AND MERGE.
     Except for the fearsome grin, they MESH PERFECTLY.

     Yet another terminal: BRUCE's database. The same phrase
     flashes again and again, scrolling up the screen: ACE 
     CHEMICAL CO. ACE CHEMICAL CO. ACE CHEMICAL CO.

     And, finally: BRUCE HIMSELF, slumped at a table, his head 
     in his hands. He's realized, to his horror, that he is
     responsible for the birth of the Joker. And frankly...
     he would just as soon be dead.

     INT. WAYNE MANOR - GUEST BEDROOM - DAY

     DICK GRAYSON is sprawled on a huge four-poster bed, 
     unconscious, softly moaning. He COMES TO with a jolt.

     Breaking into a sweat almost instantly, he looks at his 
     unfamiliar surroundings. A shadowy figure stands nearby.

                              DICK
               ... Where am I?

                              BRUCE
               My name is Bruce Wayne. You're
               welcome to stay here as long as you
               want.

     BRUCE steps out just as ALFRED enters with a breakfast 
     tray. DICK makes a puzzled face. What the hell is going on 
     here?

     INT. HALL OF JUSTICE - DAY

     Beneath the statue of blind Justice, BRUCE and HARVEY DENT 
     march through the portico, engaged in a heated argument.

                              DENT
               We'll send a team into Ace the
               moment the warrant comes through.

                              BRUCE
               He'll be ready when you do. Remember
               what happened at the apartment.

                              DENT
               All right, Bruce, what do you
               suggest?

                              BRUCE
               I suggest a nice big bomb.

                              DENT
               Good. A bomb. On a blind tip from
               Bruce Wayne. -- We do have laws.

                              BRUCE
               Then for God's sake, Harvey, cancel
               the anniversary celebration.

                              DENT
               We've told him we'll deal. What
               could he possibly have to gain by --

                              BRUCE
               Do you still think the Joker cares
               about money??

                              DENT
               I don't know. I'm just a D.A. I
               don't have access to all your
               expert sources.

     Mexican standoff. BRUCE stalks off fuming. DENT hangs back 
     a moment, then turns down the hall.

     EXT. WAYNE MANOR - ESTABLISHING - DAY

     The ornate, wrought-iron GATE which opens on the long 
     driveway snaking up toward Wayne Manor. It's bolted shut.

     INT. WAYNE MANOR - DAY

     A glass-enclosed room which houses an enormous HEATED 
     INDOOR SWIMMING POOL. DICK GRAYSON does a couple of laps, 
     then climbs out and towels himself off.

     He looks out at the estate: tennis courts, a riding stable 
     in the distance. He's not happy. All this opulence could 
     drive a guy stark staring nuts in short order.

     INT. GUEST BEDROOM - DAY

     An OPEN SUITCASE on the bed. DICK fingers a gold ashtray 
     bearing the figure of Winged Victory -- then shrugs and 
     tosses it into the suitcase on top of his gymnast's 
     costume. When he looks up he sees BRUCE in the doorway 
     behind him.

                              DICK
               ... Your butler wouldn't gimme a ride
               so I figured I'd hoof it.

                              BRUCE
               Sorry. I can't let you leave.

                              DICK
               You can't keep me here, man. That's
               kidnapping.

                              BRUCE
               If I let you leave, you'll do the
               same thing again. You'll go after
               the Joker... and you'll wind up dead.
                     (turning to go)

                              DICK
               Hey, man. Look at you. You're
               rich. You got everything you want.
               How do you know what's in my mind?

     BRUCE turns to face him. The little hellion's eyes are 
     filled with raw, burning hatred. BRUCE knows the feeling.

                              BRUCE
               I don't care what's in your mind.
               You're staying.

     BRUCE reaches for a key in his pocket. Without warning, the 
     kid RUSHES him, throwing a rock-solid punch. With blinding 
     speed, BRUCE sidesteps him, parries the blow, and winds up 
     spinning DICK around -- INTO A WALL.

     DICK is stunned, but he has to laugh. This rich boy has a 
     move or two. BRUCE stands there, silently challenging him.

     A second later, the kid is airborne -- upping the ante with 
     a scissor-kick aimed squarely at BRUCE's gut. In a blur of 
     motion BRUCE checks the kick, swings an arm into DICK's 
     chest, and sends the boy sprawling flat on his back.

     INT. WAYNE MANOR - KITCHEN - THAT MOMENT

     ALFRED, in his apron, fixing a tray of snacks. He looks up 
     curiously at the ceiling. From the sound of it, a battle 
     royal is shaping up in the guest bedroom.

     INT. GUEST BEDROOM - THAT MOMENT

     DICK'S BODY -- head down, feet up -- flies through the air. 
     He SMASHES INTO a closet door and slumps to the carpet. 
     Shaken now, and sweating profusely, he looks up at BRUCE... 
     who stands calmly over him, adjusting his necktie.

     A long, tense moment passes between them. Then:

                              DICK
               ... You're him.

     No reply from BRUCE. Their gazes lock. And suddenly... 

                              ALFRED (V.O.)
               FREEZE!

     DICK and BRUCE look around. The puny, mustachioed butler 
     stands in the doorway, feet spread in a Dirty Harry stance, 
     a .44 MAGNUM trained on DICK.

                              BRUCE
               It's all right, Alfred. Everything's
               under control.

                              ALFRED
               ... Very good, sir.

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

                                                 CUT TO:

     INT. CONFERENCE ROOM - AFTERNOON

     CANNED APPLAUSE as THE JOKER marches out onto a makeshift 
     STAGE to give his QUARTERLY REPORT to the stockholders.

                              JOKER
               Thankya, thankya. Ladies and germs,
               I'm here to tell you... we have had
               one helluva quarter.

     He waves a pointer at three SALES CHARTS on portable 
     easels.

                              JOKER (cont.)
               Panic's up. Terror's up. And fear --
               fear's gone straight through the
               roof. You guys should be proud --
               'cause I couldn'ta done it without
               each and every one of you!

     MORE CANNED APPLAUSE. The JOKER takes a bow.

                              JOKER (cont.)
               I feel it's time to expand the
               Joker line. I was askin' myself,
               what are the products that every
               consumer wants most? And that's when
               it hit me: the water you drink, and
               the air you breathe! Huh? Bingo!
                     (strutting across stage)
               Now, some of you have your eye on
               the profit margin. You're thinkin':
               this boy's too ambitious. You
               don't approve. In fact, some of you
               have been talking about turning me
               in to the cops. Or knocking me off.

     He pauses. GLARES OUT at the audience. NO RESPONSE.

                              JOKER (cont.)
               But that's okay. I understand. Not
               everyone shares my eye for beauty.
               And just to show there's no hard
               feelings, I'm throwin' a little
               shindig tonight -- and you're all
               invited!

     THE CANNED APPLAUSE goes right off the meter.

                              JOKER (cont.)
               How 'bout it? IS EVERYBODY HAPPY??

     REVERSE ANGLE - THE AUDIENCE

     Familiar faces all around -- the major players of the 
     Gotham underworld. But despite the enormous twisted grins, 
     no one here is laughing or applauding. No one here is
     living. The JOKER is playing to a roomful of smiling 
     corpses.

     One of them topples out of his chair and lands with a plop.

                              JOKER
               Look at that, folks. We got 'em
               rolling in the aisles!

                                                 CUT TO:

     INT. BRUCE'S BEDROOM - TOWARD DUSK

     VICKI lies in BRUCE's bed, under the covers, propped up on 
     the pillows. BRUCE is in his robe over by the window, 
     looking out at his estate.

                              BRUCE
               All this apparatus, Vicki... this
               house, and the money, and the
               power... it was never mine. It was
               something I inherited. Bruce Wayne
               was something I inherited.
                     (pause)
               All I ever hoped for was someone who
               could see through Bruce -- who could
               see me -- and not be frightened.

                              VICKI
               I'm not frightened of you, Bruce.
               I'm frightened for you.

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

     He turns toward her. His face is ravaged with guilt. Now 
     she's truly afraid.

                              BRUCE (cont.)
               I'm responsible, Vicki. If it wasn't
               for me, there'd be no Joker.

                                                 CUT TO:

     INT. BATCAVE - EVENING

     TIGHT ON a tiny electronic device: two cylindrical steel 
     casings bracketed together, topped by a DIGITAL TIMER. 
     BRUCE makes a few adjustments with a jeweler's screwdriver, 
     hits a trigger, and watches the TIMER tick off seconds. 30. 
     29. 28. At 25 seconds, BRUCE kills the
     countdown and CLAMPS THE DEVICE into an empty packet on his 
     utility belt.

     He stands up wearily. He's in his bat-suit, minus the cape 
     and cowl. Behind him, hanging back discreetly in the 
     shadows, is his loyal butler ALFRED.

                              BRUCE
               Where's the boy?

                              ALFRED
               Upstairs. He's quite docile.

                              BRUCE
               I know that feeling. It won't last.

     BRUCE takes a moment to survey the Batcave as ALFRED looks 
     on tremulously.

                              BRUCE (cont.)
               He's a long way ahead of where I was
               at his age.
                     (taking ALFRED's
                      shoulders)
               I want you to treat him just as if
               he were me. Promise.

                              ALFRED
               Yes, sir.

                              BRUCE
               He'll be taken care of financially.
               Beyond that... you know what to do.
               Don't let all this go to waste.

     Their eyes lock for a long moment. ALFRED is unable to 
     speak. Finally BRUCE turns and starts slowly up the long 
     circular stairway which leads from the Batcave to Wayne 
     Manor. On the third step he pauses:

                              BRUCE (cont.)
               Alfred? -- Thank you.

     As BRUCE disappears up the stairs, a shaken ALFRED steadies 
     himself against a lab table, fighting back tears.

     INT. BRUCE'S BEDROOM - EVENING

     BRUCE draws the curtains, sets an alarm clock. The current 
     time is 7:09 PM.

     He sits cross-legged on the floor, slumps forward slightly, 
     and closes his eyes. He inhales, exhales, taking deep, 
     regular breaths. His muscles relax. Ten seconds later, 
     BRUCE has plunged into DEEP SLEEP.

     Time passes. The clock shows 7:19, 7:32.

     At 7:44 we TRACK IN on BRUCE's unconscious face, drawing 
     closer and closer until HIS EYELIDS FILL THE FRAME, 
     twitching with the irregular movement characteristic of 
     R.E.M. sleep. Without warning his EYES SNAP OPEN.

     HOLD ON BRUCE'S GAZE -- grim, alert, determined -- as the 
     clock hits 7:45. An ALARM SOUNDS, BREAKING THE SILENCE with 
     its grating electronic WHINE.

                                                 DISSOLVE TO:

     EXT. ACE CHEMICAL - AERIAL SHOT - NIGHT

     The trademark ace on the illuminated sign. From our vantage 
     point high above, we can see THREE CARGO TRUCKS rolling out 
     the main gates. A half-mile away, THE BATMOBILE cruises up 
     the waterfront, approaching soundlessly, its headlights 
     off... preparing for a final showdown with the JOKER's 
     forces.

     INT. ACE CHEMICAL - THAT MOMENT - NIGHT

     The JOKER'S MINIONS, working late, readying a huge 
     shipment. At an open loading bay, we find a DISPATCHER with 
     a clipboard, directing MORE UNMARKED TRUCKS in the lot 
     outside.

                              DISPATCHER
               Boston, Philly: loading bay one.

     EXT. ACE CHEMICAL - THAT MOMENT - NIGHT

     The BATMOBILE stops short of the main gate. ENGINES ROAR 
     and the supercar ACCELERATES, SMASHING THROUGH THE GATE and 
     taking half the chain-link fence with it.

     In the guard's booth, ARMED GOONS pull guns as the 
     BATMOBILE streaks across the parking lot and LAUNCHES A 
     ROCKET at the corrugated metal door which opens on the 
     factory floor. A THUNDEROUS EXPLOSION tears a gaping hole 
     in the door.

     INT. ACE CHEMICAL - THAT MOMENT - NIGHT

     The BATMOBILE cruises through the flaming wreckage and 
     SKIDS TO A HALT on the refinery floor. The JOKER'S MEN are 
     everywhere. They take one look at the BATMOBILE, PANIC, and 
     PELT THE CAR with a barrage of MACHINE-GUN FIRE.

     CRACKS begin to spread across the Batmobile's plexiglass 
     dome. Within moments, the windshield SHATTERS -- and 
     COLLAPSES ALTOGETHER.

     INT. BATMOBILE - THAT MOMENT

     BULLETS rip through the upholstered passenger seats. It 
     doesn't matter. The car is empty. No one's driving.

     TRACK IN on the computer console -- where a familiar tinny 
     voice calmly repeats its pre-programmed command:

                              COMPUTER
               ... Detonate.

     A beat. Then: BLAM.

     INT. POLICE CAR - THAT MOMENT - NIGHT

     A CONVOY approaches Ace Chemical -- GORDON's team preparing 
     to raid the plant. Inside each car: SPECIAL UNIT COPS 
     dressed in asbestos suits, gas masks in their laps.

     All at once, a BRILLIANT RED GLARE suffuses the sky.

                              COP
                    Good Lord!

     EXT. ACE CHEMICAL - THAT MOMENT - NIGHT

     THE JOKER'S MEN running for their lives across the parking 
     lot, KNOCKED FLAT by the force of SIX DEAFENING EXPLOSIONS. 
     For a few seconds everything is flame and fury. And then --

     All that's left of Ace Chemical is a pile of charred rubble 
     and a PILLAR OF THICK BLACK SMOKE, spiraling up to the sky.

                                                 CUT TO:

     EXT. ANDREWS ISLAND - NIGHT

     DAZZLING FIREWORKS explode in the night sky over Gotham 
     Harbor. SEARCHLIGHTS sweep across the mammoth, welcoming 
     stone figure of LADY GOTHAM -- still wrapped in canvas, 
     ready to be unveiled.

     THOUSANDS OF RUBBERNECKERS jam every square inch of 
     Andrew's Island. COPS ON HORSEBACK speak into walkie-
     talkies as they patrol the edges of the crowd. Across the 
     Harbor, Ace Chemical is going up in flames -- but as far as 
     the crowd can tell, with all the noise and excitement, it's 
     just another part of the celebration.

     At the base of the statue, GOVERNOR GILROY speaks into a 
     microphone:

                              GOVERNOR GILROY
               As Governor of this great state, it
               is now my honor to unveil for you a
               very special lady -- a lady who
               stands tall for life and liberty --
               America's favorite lady... LADY
               GOTHAM!

     The CROWD begins to APPLAUD RHYTHMICALLY, chanting 'LADY 
     GOTHAM! LADY GOTHAM!' It's like Times Square on New Year's 
     Eve, waiting for the big ball to drop. GILROY hoists a pair 
     of oversized scissors and cuts a ceremonial ribbon: 
     hydraulic CRANES kick into gear: CABLES DROP FREE, and the 
     canvas cover draws back from LADY GOTHAM's face... 

     ... to a chorus of SCREAMS from the crowd. LADY GOTHAM IS
     WEARING A GRISLY JOKER GRIN!!!

     Suddenly -- in the midst of the hysteria -- THE 
     SEARCHLIGHTS DIE. The STAGE LIGHTS BLINK OUT. ANDREWS 
     ISLAND IS PLUNGED INTO DARKNESS. Instantaneous mass panic: 
     the GOVERNOR shouts to his aides as ONLOOKERS mob the 
     stage. COPS are knocked from their horses as the CROWD 
     stampedes. PANDEMONIUM RULES.

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

     EXT. GOTHAM SKIES - AERIAL SHOTS - NIGHT

     QUICK SHOTS of FOUR HELICOPTERS hovering at different 
     points over the blacked-out city. LOUDSPEAKERS blare out a 
     PRE-RECORDED MESSAGE:

                              JOKER (V.O.)
               HAPPY BIRTHDAY, Gotham. Here's a
               little token of my esteem. HAVE
               FUN... 'cause THE PARTY'S ON ME!

     INSANE LAUGHTER echoes. CARGO BAYS open wide. The JOKER'S 
     HELICOPTERS begin LEAFLETING THE CITY... with MONEY!

     SERIES OF SHOTS

     ANARCHY IN GOTHAM as high-denomination bills flutter to 
     earth, blanketing the streets. HOPELESSLY OUTMANNED COPS 
     try to maintain order as SOLID CITIZENS trample one another 
     in a paroxysm of ANIMAL GREED. BUILDINGS EMPTY as APARTMENT 
     DWELLERS race outside. ALL TRAFFIC STOPS as DRIVERS climb 
     out of their cars to SNATCH MONEY FROM THE AIR.

     DARKNESS EVERYWHERE. In the pitch-black subways, TERRIFIED 
     COMMUTERS are seized by claustrophobia. GLASS SHATTERS, 
     DOORS BREAK OPEN as they claw their way out of stalled 
     subway cars and SPILL OUT onto the tracks.

     On the streets above, GOTHAM'S CRIMINAL ELEMENT is having a 
     field day. The cops are preoccupied, utterly helpless 
     against the first waves of RIOTING AND LOOTING.

     FLAMES ERUPT. PUNKS race down the street carrying fur coats 
     and color TV's. LOOTERS break through the display window of 
     an electronics store, and climb in among the goodies... 
     only to FLY OUT, two seconds later, on the wrong end of a 
     SHOTGUN BLAST. THE JOKER'S DREAM IS COMING TRUE.

     EXT. STREET - NIGHT

     In a crouch on the pavement, snapping photos of the wild 
     street action, is VICKI -- fearless, professional, doing
     her job. A battered FORD ESCORT cruises up behind her.

                              KNOX
               VICKI!

     VICKI sees KNOX, climbs into the passenger seat. He's 
     wearing a big smile. They're jazzed, oblivious to danger.

                              KNOX (cont.)
               Couldn't turn down the job, huh? A
               girl could get hurt this way.

                              VICKI
               Yeah. Deja vu.

                              KNOX
               What do you say? Let's head for the
               lights.

     In the distance, above the tops of the buildings, BEACONS 
     are sweeping the sky.

     EXT. BROAD AVENUE - NIGHT

     Stationed all up and down Gotham's widest thoroughfare are
     huge portable SEARCHLIGHTS -- mounted on trucks with
     portable generators, unaffected by the power outage.

     On the money-covered sidewalks, TOTAL BEDLAM. But on the 
     street itself, a bizarre PARADE is taking place, just as if 
     nothing's wrong. Rumbling up the avenue at two-block  
     intervals, moored to floats, are DOZENS OF ENORMOUS 
     BALLOONS in the shapes of cartoon characters and historical 
     figures. It's like a hellish Thanksgiving's day procession.

     The LEAD-OFF BALLOON is a gigantic, grotesque CLOWN -- 
     smiling ghoulishly, dressed in white pierrot frills. We 
     TILT DOWN to the FLOAT BENEATH IT... 

     ... and there, atop a mountain of roses where the prom
     queen should be, sits the JOKER -- smiling, waving daintily 
     at the rioters and looters, presiding over the carnage like 
     some demented parade marshal.

                                                 CUT TO:

     EXT. LAKE - NIGHT

     A desolate rural setting. UTTER SILENCE. Moonlight glints 
     on placid waters. We track in on a small sign bearing the 
     legend: "GOTHAM CITY RESERVOIR."

     Far off in the distance, HEADLIGHTS ARE APPROACHING.

     EXT. ACCESS ROAD - AERIAL SHOT - MOVING - NIGHT

     The THREE CARGO TRUCKS from Ace Chemical roll ominously 
     TOWARD THE RESERVOIR on their deadly mission. And then -- A 
     STREAKING BLACK SHADOW ENTERS FRAME, overtaking the TRUCKS.

     THE BATWING! A phenomenal ULTRALIGHT AIRCRAFT, swift, 
     sleek, jet-black and infinitely maneuverable, it SOARS 
     EASILY past the trucks, swooping low just long enough to 
     release a BOMB over a concrete bridge.

     EXT. ACCESS ROAD - A MOMENT LATER

     The BRIDGE EXPLODES, blocking the trucks' path to the 
     reservoir. PUZZLED DRIVERS climb out of their cabs and 
     wonder what to do next.

     They spot the BATWING in the distance -- banking, doing a 
     sharp 180. For a moment they gape in disbelief. Then they 
     HEAD FOR THE TREES as the BATWING DIVES DIRECTLY AT THE 
     TRUCKS, firing THREE ARMOR-PIERCING SHELLS... and 
     destroying the JOKER's lethal cargo once and for all.

     ANGLE ON BATMAN

     in the cockpit, his jaw set, not even looking back at the 
     wreckage as his plane screams off toward the Gotham 
     skyline.

     EXT. GOTHAM STREET - NIGHT

     FRIGHTENED PEDESTRIANS race past OVERTURNED CARS. A PARADE 
     FLOAT, run aground on the sidewalk, begins to BURN.

     Above it, a damaged BALLOON -- the cartoon character 
     UNDERDOG -- is losing helium, warping and buckling in on 
     itself, sinking down gently toward the flames. Down the 
     street, KNOX'S FORD ESCORT is coming up fast.

     INT. FORD - MOVING - THAT MOMENT

     VICKI snapping photos out the window as UNDERDOG drifts 
     downward. FLAMES lick up at his belly -- and the cartoon 
     blimp EXPLODES.

                              KNOX
               So much for Underdog.

     THEN -- as they drive past -- A SECOND EXPLOSION. And all 
     at once the STREET IS FULL OF DEADLY GREENISH GAS!

                              VICKI
               ALLIE!! THE WINDOWS!!

     EXT. STREET - A MOMENT LATER - NIGHT

     The Ford Escort, windows up, swerves out of a THICK 
     SPREADING CLOUD of GREEN LAUGHING GAS -- threatening to 
     engulf the entire block!

     INT. FORD - MOVING - THAT MOMENT

                              KNOX
               WHAT HAPPENED?!?

     VICKI stares back at the green cloud. Turns. And sees, up 
     the street, THE JOKER'S PROCESSION: BALLOONS BY THE DOZEN!

                              VICKI
               Oh my God. Compressor tanks. He's
               got the balloons rigged with
               compressor tanks!!

                              KNOX
               Jesus Christ, the guy's a genius.

     INT. BATWING - THAT MOMENT - NIGHT

     BATMAN, at the controls, gliding over the Gotham streets. 
     He looks down, sees a BILLOWING HAZE of DENSE GREEN FUMES. 
     At its periphery: LOOTERS reeling and staggering, falling 
     to the pavement, LAUGHING THEMSELVES TO DEATH.

     INT. FORD - MOVING - THAT MOMENT

     VICKI staring through the windshield. Overhead, an AIRCRAFT 
     streaks past... an aircraft with SCALLOPED BLACK BAT WINGS.

                              VICKI
               LOOK! IT'S BRUCE!!
                     (frantically)
               Allie -- the balloons. We've got to
               find some way to tell him!

                              KNOX
               Great. How??

     They speed up the street toward the PARADE. SPOTLIGHTS 
     SHINE. Suddenly KNOX's eyes bug out. He SLAMS ON THE BRAKES 
     and SKIDS TO A HALT.

                              KNOX (cont.)
               COME ON!

     EXT. AVENUE - A SECOND LATER - NIGHT

     Before VICKI can speak, KNOX has grabbed a tire iron from 
     the back of the car and RACED OUT ONTO THE STREET. He 
     flings the TIRE IRON through a glass STOREFRONT.

     It's a COSTUME SHOP. In the window, MANNEQUINS dressed in 
     party costumes: Frankenstein. Ronald Reagan. And, that 
     current popular sensation... THE BATMAN.

     As VICKI catches up with him, KNOX drags the Batman dummy 
     out of the store window. RIPS OFF ITS BLACK CAPE. And 
     DASHES MANIACALLY UP THE SIDEWALK.

     Waving the cape, he VAULTS onto the back of a SPOTLIGHT 
     TRUCK. VICKI's face goes slack. Now she gets it.

                              KNOX
               GIMME A HAND UP HERE!

     VICKI climbs aboard. They drape the cape over the face of 
     the spotlight. Then they put their shoulders to the swivel 
     assembly -- tilting the spotlight -- AIMING THE BEAM... 

     ... DIRECTLY AT THE JOKER'S WHITE CLOWN BALLOON!!!

     INT. BATWING - THAT MOMENT

     BATMAN stares at the CLOWN BALLOON dead ahead. On its 
     massive distended belly... a BURNING YELLOW OVAL. And in 
     the center of the oval... THE BLACK SILHOUETTE OF A BAT.

     BATMAN'S MOUTH drops open. He understands.

     EXT. AVENUE - ON JOKER'S FLOAT - THAT MOMENT

     THE JOKER reaches into a big sack and begins distributing 
     MINIATURE GAS MASKS, like party favors, to his cronies on 
     the float. Then he pulls out a radio-operated REMOTE 
     CONTROL DEVICE and points it up at the CLOWN BALLOON.

     He hits a button. The CLOWN begins to INFLATE. Its joints 
     bulge. Its FACE SWELLS UP as the COMPRESSOR TANK concealed 
     inside it releases its noxious contents. The JOKER is 
     BEAMING, a look of PURE UNALLOYED JOY on his face... 

     ... when his PARADE FLOAT BLOWS TO SMITHEREENS BENEATH HIM! 
     The JOKER and his men CARTWHEEL THROUGH THE AIR and TUMBLE 
     TO THE ASPHALT as THE BATWING WHIPS PAST OVERHEAD, soaring 
     through the stone canyons of Gotham at a 90-degree angle to 
     the ground!

                              JOKER
               No... NOOOOO!!!

     ANGLE ON CLOWN BALLOON

     as it rises, rises, swelling to grotesque proportions in 
     the starless night. The tallest buildings are far below it 
     now. Finally it BURSTS -- and the deadly GAS inside it 
     disperses harmlessly in the wind.

     EXT. AVENUE - THAT MOMENT

     THE JOKER on the edge of a tantrum as he digs amid the 
     rubble of his float for the remote device. At last he finds 
     it; aims it up at the other balloons in the procession; 
     hits a button repeatedly... 

     ... and HOWLS IN FRUSTRATION. Nothing's happening. The 
     damned thing is broken. He heaves it to the street in a
     fit of pique.

     A SCREAMING COMES ACROSS THE SKY as the BATWING swings back 
     for another pass, BUZZING the JOKER at an altitude of 
     twenty feet. SIZZLING LASER FIRE sweeps the street.

     CABLES SNAP and BALLOONS DRIFT UPWARD as BATMAN'S LASERS 
     sever their moorings. The JOKER can only look on 
     helplessly, in stunned disbelief.

     As he's watching his plans evaporate... HIS EYES FALL ON 
     THE MAKESHIFT BAT-SIGNAL.

                              JOKER
               There. There. -- GET 'EM!!

     ANGLE ON SPOTLIGHT TRUCK

     A SPRAY OF MACHINE-GUN FIRE shatters the Bat-signal. KNOX 
     throws VICKI to the street, ducks down behind the 
     spotlight, and tosses her his CAR KEYS.

                              KNOX
               GET THE CAR!

     The JOKER'S GOONS are coming up fast as VICKI reaches the 
     Ford, starts it, and comes ROARING UP toward KNOX. He jumps 
     off the truck as VICKI twists the wheel, lays a track of 
     rubber, and noses the car back in the opposite direction.

     GUNFIRE as KNOX jumps inside and they PEEL OUT.

     INT. FORD ESCORT - MOVING - A MOMENT LATER

     KNOX's breathing is ragged, but he breaks out in HYSTERICAL 
     LAUGHTER nonetheless. The two of them are totally 
     exhilarated. They can't believe what they've just done.

                              KNOX
               HOLY SHIT!!

                              VICKI
               You okay?

                              KNOX
               Yeah. Yeah. Little winded. DID YOU
               SEE THAT?!

                              VICKI
                     (laughing wildly)
               God yes, Allie. I've gotta say --
               that was the ballsiest move I
               ever --

                              KNOX
                     (ecstatic)
               Holy shit. Holy --

     He GURGLES. AN ENORMOUS GOUT OF BLOOD bubbles up between 
     his lips -- and BURSTS.

                              VICKI
               ALLIE!!

     His hand goes to his stomach -- and comes away bloody. He 
     looks down in genuine bewilderment.

                              KNOX
               Jesus, Vicki.

     That quickly, he's dead. VICKI lets out an awful wail and 
     slams on the brakes. She sits there in the middle of the 
     street, POUNDING THE WHEEL, TEARS pouring down her face.

     EXT. GOTHAM HARBOR - NIGHT

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

     EXT. BROAD AVENUE - NIGHT

     THE JOKER and his boys running like hell down the avenue, 
     past the parade. They reach the last of the floats -- the 
     one bringing up the rear -- then CLIMB ABOARD and disappear 
     through a CONCEALED HATCH.

     WOOD SPLINTERS as the top of the float begins to ROTATE 
     mysteriously. The muzzle of a CANNON breaks through the 
     parade decorations. And one moment later... 

     A ROSE-COVERED TANK is rumbling up Broad Avenue!

     INT. BATWING - THAT MOMENT

     BATMAN sweeps past overhead. He sees the tank, unleashes a 
     burst of LASER FIRE. It bounces harmlessly off the tank, 
     leaves a trail of SMOKING ASPHALT on the street. He swoops 
     low overhead, hits a button on his control panel as he 
     streaks OVER THE TANK and into firing range.

     INT. TANK - THAT MOMENT

     THE JOKER and his MEN clap hands to their ears as an EAR-
     SPLITTING ULTRASONIC SHRIEK reverberates in the tank. The 
     JOKER screams out commands, to no avail. No one can hear
     him. He falls on the controls, begins hitting buttons.

     EXT. STREET - THAT MOMENT

     The TANK TURRET swings wildly. A HEAT-SEEKING MISSILE rips 
     through the night, narrowly missing the BATWING... and 
     BLOWING A HOLE in the side of a skyscraper.

     INT. BATWING - THAT MOMENT

     THE BLAST all but knocks the BATWING out of the sky. BATMAN 
     stabilizes the plane, climbs for the clouds. When he's 
     clear of the buildings, he grits his teeth and rolls out.

     He's coming back for more!

     INT. TANK - THAT MOMENT

     The JOKER stares at a tiny BLIP on his radar screen.

                              JOKER
               He'll be back... he'll be back!!

     EXT. BROAD AVENUE - ON BATWING

     The black ultralight hurtles down Broad Avenue at full 
     speed, on a suicide mission. MISSILES streak past on either 
     side. MACHINE GUN FIRE peppers the dome of the cockpit. The 
     REAR STABILIZER WING takes a direct hit... and BURSTS INTO 
     FLAME!

     The BATWING, trailing thick black smoke, bears down on the 
     tank like a kamikaze plane. BOMB BAYS OPEN as BATMAN dumps 
     the last of his high explosives DIRECTLY INTO THE PATH OF 
     THE TANK. The BATWING takes a hard bounce off the top of 
     the tank and CRASHES TO THE STREET.

     And suddenly a GAPING CHASM opens underneath the tank as 
     the bombs go off -- and BROAD AVENUE BEGINS TO SPLIT WIDE 
     OPEN!

     INT. SUBWAY TUNNEL - THAT MOMENT

     BROKEN CONCRETE SLABS rain down on a SUBWAY CAR stalled in 
     the tunnel DIRECTLY BENEATH BROAD AVENUE. SUPPORT GIRDERS 
     groan and GIVE WAY as the STREET ITSELF COLLAPSES -- and 
     the front end of the TANK drops through, CRUSHING THE 
     SUBWAY TRAIN BENEATH IT!

     EXT. BROAD AVENUE - THAT MOMENT - NIGHT

     The rear end of the TANK projects out through the rubble. A 
     hatch pops open. The JOKER crawls out through the smoke and 
     pulls himself up to the street.

     He's down to his last three GOONS. He points to the 
     BATWING: bent, broken, WEDGED ON ITS SIDE in the asphalt 
     SEAM running up Broad Avenue -- half in, half out of the 
     tunnel.

                              JOKER
               You do him. I'm outta here.

     The GOONS look on in dismay as the JOKER scurries off. They 
     sidestep blackened debris and move up cautiously on the 
     Batwing. Through the cockpit dome they can see BATMAN... 
     inert in his harness, beaten to a pulp, all but dead.

     A JET OF FLAME drives them back momentarily. They reach for 
     their guns, move in warily... 

                              VOICE
               Yo.

     The frightened GOONS turn in unison. An abrupt flurry of 
     motion -- feet and fists flying -- quick flashes of red and 
     green --

     -- and THREE GOONS lie paralyzed on the street. The only 
     one left standing is a fifteen-year-old boy garbed in a 
     red-and-green aerialist's uniform... DICK GRAYSON.

     INT. BATWING - THAT MOMENT

     BATMAN slumps at the controls. Beneath him, asphalt SHIFTS 
     and BUCKLES. The Batwing lurches to the right, drops a foot 
     or two into the tunnel. Metal braces collapse and the 
     plexiglass dome of the cockpit SHATTERS LIKE AN EGGSHELL.

     TONGUES OF FIRE lick at his face. He's helpless, pinned in 
     place. He manages to look up -- and SEES, through a dream-
     like haze, A HAND extended toward him:

                              DICK
               HEY! COME ON!

     And suddenly DICK is clambering down into the flaming 
     wreckage. He gets an arm around BATMAN's chest and with an 
     extraordinary effort HAULS HIM OUT OF THE BATWING.

     EXT. STREET - A MOMENT LATER - NIGHT

     They stagger across the ruptured street. BATMAN grimaces in 
     agony. His right leg -- shattered -- is like rubber beneath 
     him. His ribs are crushed. He's barely conscious.

                              DICK
               Now we're even, huh? Even up.

                              BATMAN
               How did you... 

                              DICK
               I hitched. MOVE IT!

     DICK drags BATMAN to safety as the Batwing ERUPTS INTO 
     FLAME behind them.

                              BATMAN
               The Joker. Is he --?

                              DICK
               Forget it. Relax.
                     (beat)
               ... He's mine now.

     DICK snatches an abandoned .38 off the pavement.

                              BATMAN
               DICK!

     THE BATMAN tries to pull himself erect. The pain is 
     unendurable. His body has finally failed him.

     He collapses on the pavement, powerless to intervene, as 
     DICK races off with murder in his eyes.

     EXT. GOTHAM CATHEDRAL - NIGHT

     A BELLTOWER's jagged spire, jutting up into the night sky, 
     piercing the moon. Down at street level, the JOKER is 
     scrambling up the marble steps at the entrance to the old 
     abandoned cathedral. He pulls a WALKIE-TALKIE off his belt.

                              JOKER
               Gotham cathedral. Come and get me.

     HEAVY PANELED DOORS groan on tired hinges as THE JOKER 
     forces his way inside. A beat. Then DICK GRAYSON appears, 
     hot on his trail, sprinting up the steps two at a time.

     INT. CATHEDRAL - A MOMENT LATER - NIGHT

     Ancient and creepy. A huge pipe organ, shattered stained
     glass windows, row after row of mahogany pews... all 
     forgotten, covered with dust and cobwebs. The JOKER wanders 
     about, staring at the statuary, the rusted icons.

     DICK enters silently behind him. He kneels behind a rear 
     pew, brings up the gun, and squeezes off THREE QUICK SHOTS 
     at the JOKER. The JOKER dives, takes cover, and RETURNS 
     DICK'S FIRE. Then: silence.

     In a crouch, groping his way along the wall, THE JOKER 
     finds what he wants: a small door opening on a wooden 
     stairway, leading to the belltower. He ducks inside and 
     starts up.

     DICK'S GUN drops with a thud. His hand slips from the back 
     of the pew. In the second before he slumps to the floor, 
     unconscious, he sees a curious sight: a TINY BLACK NINJA 
     WHEEL, imbedded in the flesh of his leg.

     Behind him -- framed in the arched doorway -- A RAGGED 
     BLACK GHOST begins his final unholy march down the center 
     aisle of the old cathedral.

     INT. CATHEDRAL - BELLTOWER - NIGHT

     A tiny stone chamber, 8'x8', open on four sides to the 
     wind. The enormous church bell has long since been removed.

     The JOKER stands in an archway, gazing at the gargoyles on 
     the roof below. He hits a button on the walkie-talkie:

                              JOKER
               I'm in the belltower. Don't land.

     INT. HELICOPTER - MOVING - NIGHT

     A PILOT replies through his radio headset.

                              PILOT
               E.T.A. two minutes. Hang on.

     The PILOT swings the copter right in a wide, swooping arc.

     INT. STAIRWAY TO BELLTOWER - THAT MOMENT - NIGHT

     BATMAN. Broken, beaten, his right leg useless, he hauls 
     himself up the steps one at a time. He should be dead.
     Dried blood cakes his face, his chest.

     Dizzy, exhausted, his body strained to the limit, he slumps 
     against a wall to steady himself, then reaches into his 
     utility belt for a painkiller -- and forces the capsule 
     back onto his dry, swollen tongue.

     Quaking all over, he tries to draw himself erect... and 
     TOPPLES OVER, landing with his full weight on the rotten 
     wood of the belltower stairs.

     THE STAIRWAY COLLAPSES, turning to splinters beneath him. 
     And suddenly BATMAN finds himself DANGLING PRECARIOUSLY IN 
     MIDAIR, hanging by one hand to an upper step.

     It would be so much easier to let go. He looks down at the 
     fragments of the shattered stairway, STILL FALLING, 
     vanishing into the dark depths of the stairwell.

     Then he looks up. At the trapdoor. A mere six feet away. 
     His TEETH CLENCH in a monstrous grimace. AND WITH AN 
     INHUMAN EFFORT, HE HOISTS HIMSELF UP ONTO THE UPPER STEPS.

     For a full five seconds he's blind with pain. A RAGGED 
     WOODEN SHAFT is buried in his right shoulder. Twitching, 
     trembling, he reaches up and YANKS IT OUT with his last 
     ounce of strength.

     The trapdoor is a foot above his head. It could be a mile. 
     BATMAN finally realizes he's not going to make it.

     He reaches down and rips open a Velcro seal on his utility 
     belt, revealing the strange TIMER DEVICE we saw him making 
     earlier. Before he can activate it his hand falls limply at 
     his side.

     THE BATMAN is out like a light.

     INT. BELLTOWER - THAT MOMENT - NIGHT

     The JOKER glances casually down at the trapdoor, wondering 
     what all the noise is about. He draws his gun, moves 
     cautiously to the trapdoor, and lifts it a few inches... 
     just enough to see the unconscious form on the stairs.

                              JOKER
               ... Batman?

     No reply. The JOKER stands there and lets out a little 
     snicker. He looks out through the archway, sees no sign of 
     his rescue copter. Then -- a look of curious amusement on 
     his face -- he steps down THROUGH THE TRAPDOOR and LUGS 
     BATMAN up into the belltower.

     He props BATMAN up against a wall. Still no sign of life. 
     The JOKER crouches beside him and -- almost tenderly -- 
     pats his face.

                              JOKER (cont.)
               Batman? Batman?

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

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

     BATMAN emits a tiny low moan. The JOKER takes it as a yes 
     and reaches over to undo his cowl.

     BRUCE WAYNE stares up with dulled, sightless eyes. The 
     JOKER reaches into his pocket for a purple handkerchief, 
     moistens it, dabs at the caked blood on BRUCE's face.

                              JOKER (cont.)
               Oh my, aren't we pretty.
                     (brightening suddenly)
               I know you! You're the rich boy!!

     The JOKER is enormously tickled by this discovery. He claps 
     his hands together in sheer glee.

                              JOKER (cont.)
               My goodness, what in the world made
               you do it? It must've been
               something pretty terrible!

     He's practically dancing now. He's made a friend.

                              JOKER (cont.)
               You know, we should've sat down and
               had us a little heart-to-heart. I
               bet we would have got on famously.

                              BATMAN
               Mad... man... 

                              JOKER
               Well now, you're not exactly the
               picture of mental health, are you.

                              BATMAN
               ... Murderer... 

                              JOKER
               Bruce, we're both murderers. Think
               how many people you've killed by
               letting me live.

     A SPOTLIGHT cuts through the night sky. The JOKER hears his 
     helicopter approaching in the distance.

     BRUCE reaches down furtively. Finds the timer on his 
     utility belt. FLICKS A SWITCH... and the countdown begins.

     The JOKER pulls a straight razor from his pocket and opens 
     it gingerly.

                              JOKER (cont.)
               I have to do it now, Bruce, but it
               won't even hurt. Now relax. The
               bat's in his belfry, all's right
               with the world... 

     He has the razor almost up to BRUCE's throat when BRUCE 
     reaches out and GRABS HIS LAPELS in a death grip. The JOKER 
     is momentarily amused by this seeming display of affection.

                              JOKER (cont.)
               Why, Bruce... 

     Then he hears ticking.

     Looks down at the flashing digital display on BRUCE's belt. 
     0:26 seconds. 0:25 seconds.

     He SHRIEKS HORRIFICALLY and DROPS THE RAZOR.

     BRUCE won't let go of him. Finally he manages to lurch 
     convulsively away, sprawling on the floor of the belfry.

     BRUCE is wearing a great big Joker smile.

                              JOKER (cont.)
               IT'S NOT FUNNY!!!

                              BRUCE
               No... sense... of humor?

     The JOKER reaches out for the ticking time bomb. Thinks 
     better of it and retracts his shaking hand.

     He can see the copter approaching now, slicing through the 
     clouds. He screams, waves a flashlight in the air: his 
     signal beacon. 0:20 and counting.

     The JOKER scans the belltower frantically. His eyes fall on 
     the trapdoor. He races over, flings it open, starts down 
     the stairs in a frenzy.

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

     Screaming insanely, the JOKER vaults through the door and 
     makes for the open stone archway. The copter is directly 
     overhead now. A rope ladder drops from its belly.

     EXT. BELLTOWER - THAT MOMENT

     The helicopter descends, its whirling blades stirring up a 
     windstorm on the roof of the old abandoned cathedral. DEAD 
     LEAVES rise and swirl in the churning air.

     INT. BELLTOWER

     The JOKER makes a futile grab at the rope ladder, almost 
     losing his purchase on the archway parapet. He gestures 
     wildly for the copter to make another pass. 0:12 to go.

     EXT. BELLTOWER

     A maelstrom of swirling leaves. And now, among the leaves 
     -- roused from their resting place in the rotten rafters of 
     the old cathedral --

     -- A HORDE OF SQUEALING, CHITTERING BATS!! Filling the air 
     like a black cloud, HUNDREDS OF THEM, taking flight in
     blind uncomprehending fury --

     INT. BELLTOWER

     The JOKER leaps into empty space, grabs hold of the ladder, 
     cackles in mad triumph --

     -- AND SUDDENLY THE BELLTOWER IS FULL OF BATS. A SCREECHING 
     SWARM, HIDEOUS, BLACK-WINGED -- SWOOPING THROUGH THE 
     ARCHWAYS DIRECTLY AT THE JOKER --

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

     -- and plunges into the night.

     TIGHT ON BATMAN. Six seconds remain. There is still time if 
     he makes his choice now.

     Surrounded by the flapping of leathery wings, his body 
     working on pure adrenalin, he unbuckles the belt. Lurches 
     into position. Heaves it out into the darkness.

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

     INT. HELICOPTER - POV CO-PILOT

     The CO-PILOT is hanging out one side of the copter, just 
     enough to see what's going on.

                              CO-PILOT
               PULL UP!! PULL --

     EXT. CHURCHYARD - OVERHEAD ANGLE

     It's as if time has stopped. The world has grown suddenly 
     silent. We're looking down at the JOKER, whose body lies 
     splayed and broken on the flagstone surface of the 
     churchyard. Slowly, elegantly -- we have all the time in 
     the world, now -- we DRIFT DOWNWARD, closer, until his FACE 
     FILLS THE SCREEN, the familiar chilling grin still intact.

     Sad clown, A-one crazy boy, staring aimlessly at the stars. 
     Suddenly his face is bathed in a brilliant gasoline GLOW.

     POV JOKER

     Looking up he sees a beautiful display of fireworks, 
     bursting and burning, spirals of color snaking through the 
     sky as the helicopter explodes in eerie silence.

     REVERSE ANGLE - THE JOKER'S FACE

     It's all so lovely. The JOKER's expression is happy, almost 
     childlike, as he gazes up at this private show. Gradually, 
     though, the bright colors fade; and the JOKER's face begins 
     to relax, the twisted grin dissolving at last as darkness 
     sets in.

                                               FADE THROUGH TO:

     INT. TELEVISION STUDIO - NIGHT

     AN ANCHORWOMAN delivering an oncamera EDITORIAL.

                              ANCHORWOMAN
               As the details of the Joker's
               heinous plan become known, a city's
               gratitude goes out to the mysterious
               Batman. His whereabouts remain
               unknown, but Batman -- if you're
               alive -- if you're listening --
               thank you.

     EXT. CEMETERY - DAY

     VICKI at a fresh gravesite. She places a FLORAL ARRANGEMENT 
     in the urn at the head of the grave; stands back to examine 
     it; then bends once more to reposition the drooping 
     flowers.

                              VICKI
               I loved you too.

     As soon as the words come out, she begins to CRY. Then she 
     gets hold of herself; rises; turns up her collar; and goes.

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

     INT. WAYNE MANOR - STUDY - DAY

     ALFRED, in his apron, on the phone.

                              ALFRED
               No, Mr. Wayne is in Thailand. I'm
               afraid he's quite unreachable.

     INT. WAYNE MANOR - DAY

     The glass-enclosed room which houses BRUCE's Olympic-sized 
     SWIMMING POOL. Outside, snow is falling.

     In the pool, on an inflatable rubber raft, is BRUCE WAYNE. 
     Beside him, waist-deep is the water, is VICKI -- helping 
     him rehabilitate his leg and shoulder.

                              VICKI
               I don't know why I'm doing this. I
               half wish you'd stay a cripple.

                              BRUCE
               Ohhhh... you don't mean that.

                              VICKI
                     (grasping for words)
               I don't, but... I do. It's just... I
               love you, Bruce. I --

                              BRUCE
                     (taking her hand)
               Vicki. Do you love half of me? Or
               all of me?

     A hard question for VICKI to answer. She thinks it over for 
     several beats, then SMILES... SLOWLY, SADLY.

                              VICKI
               I guess you did it, didn't you. You
               saved everyone.
                     (pause)
               Almost.

     For a moment he stares deeply into her eyes. Then he pulls 
     her over, takes her in a tight embrace.

                              BRUCE
               I don't know how to explain this so
               it makes sense... but you saved
               me.

     INT. BATCAVE - THAT MOMENT - DAY

     DICK GRAYSON stands at the brink of the bottomless pit and 
     looks up at the GYMNAST'S RINGS suspended overhead. He sets 
     his jaw and then -- with only a moment's hesitation -- 
     LEAPS INTO THE VOID.

     His hands find the rings. He launches himself HIGH INTO THE 
     AIR and does a spectacular TRIPLE SOMERSAULT, catching the 
     rings on his way down.

     Exhilarated, he makes a perfect landing on the edge of the 
     pit. 10-point-0. A SMILE OF PLEASURE comes to his lips.

                                                 CUT TO:

     EXT. ROOFTOP - GOTHAM CITY - NIGHT

     A dark, moonless night. LIGHTS OF THE CITY sparkle in the 
     distance. CAMERA DRIFTS across the rooftop, settling 
     finally on the broad back of a BLACK-CAPED FIGURE poised at 
     the edge of the roof, gazing down on the streets below.

     A SECOND FIGURE enters frame. We get a brief glimpse of his 
     RED-AND-GREEN SUIT in the seconds before our EYES TURN 
     SKYWARD... to the SEARING YELLOW SPOTLIGHT sweeping through 
     the clouds. In its center: the VAST BLACK SILHOUETTE of a 
     BAT, wings extended, DOMINATING the night sky.

     We HOLD on the GLARING BAT-SIGNAL as BATMAN and ROBIN 
     vanish over the edge of the roof, plunging down toward new 
     adventures. MUSIC BUILDS and we

                                                 FADE OUT.




   

Batman



Writers :   Sam Hamm  Warren Skaaren
Genres :   Action  Crime  Fantasy  Thriller


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