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ALL SCRIPTS



CATWOMAN

by
Dan Waters












based on characters from DC Comics Batman
by
Bob Kane









previous revisions
by
John Brancato & Michael Ferris
Laeta Kalogridis
Theresa Rebeck
Kate Kondell
John Rogers













SECOND DRAFT POLISH

February 11, 2003




FADE IN ON:





INT. TEMPLE OF BAST - NIGHT

START ON THE FACE of A GOLDEN CAT STATUE. This is the cat-
god BAST, lithe, noble, beautiful. CAMERA MOVES to reveal
the statue is 50 feet tall, dominating this space. Other
images of CATS -- hieroglyphics, ceramics -- abound, as do --
REAL CATS, hundreds of them, slinking in the shadows on ramps
cut into the sandstone walls of this Egyptian temple.
At Bast's feet, EIGHT ACOLYTES in GOWNS kneel in a semi-
circle around a flaming BRAZIER. Some of the women WEEP,
others PRAY or stare stoically ahead. From outside, we now
hear DISTANT SCREAMS, the sounds of MARAUDERS. There's a
RHYTHMIC BANGING at the massive BRONZE TEMPLE DOORS.




EXT. TEMPLE OF BAST - NIGHT

THE TEMPLE is an impressive place of worship -- tapered
columns and an ornate Egyptian facade -- at the apex of a
hilltop VILLAGE, in FLAMES, under ATTACK by a PERSIAN ARMY.

SUPERIMPOSE: "496 B.C."

WHAM! THE STEEL PRONG of a mounted BATTERING RAM swings into
the ornate DOORS of the temple. PERSIAN SOLDIERS operate the
brutal siege engine, SLAM the doors again and again.




INT. TEMPLE OF BAST - NIGHT

The HIGH PRIESTESS wears a special HOODED WHITE GOWN that
mostly conceals her face. She moves from one ACOLYTE to the
next, pours a DARK LIQUID from a bejeweled decanter into
golden goblets, then pours one for herself. She raises her
goblet toward BAST, as do the others -- they drink in unison.



HIGH ANGLE as the GOBLETS CLATTER to the floor and the WOMEN
SLUMP to the ground... dead. PULL BACK -- we're watching
this from the PERSPECTIVE of an EGYPTIAN MAU CAT -- slim,
elegant, dark-spotted gray and black fur, a SCARAB MARK on
its head.

(CONTINUED)





2.





CONTINUED:

THE MAU lets out a CRY... which prompts an eerie, growing
CHORUS of MEOWS and HOWLS from the other CATS.
THE CATS emerge from the hiding places en masse, leaping from
niches, converging on the bodies. The MAU leads the way,
moves to the high priestess and puts its mouth to hers...
ON THE TEMPLE DOORS - at last they BUCKLE and swing open.
THE SOLDIERS, bearing TORCHES and SWORDS, storm inside. They
grab anything of value, SMASH and DEFACE everything else.
At the foot of BAST lie nine ROBES... but there's no sign of
the women who wore them. SOLDIERS slash the robes with their
swords anyway, then snatch up the goblets for booty.
An unearthly CRY -- half-human, half-feline -- from somewhere
high above the rampaging soldiers. They freeze, looking
around frantically. More EERIE CRIES echo off the walls,
from all directions. The SOLDIERS raise their weapons,
clustering defensively. From out of the shadows above them,
DARK HUMAN FORMS suddenly leap down with impossible agility.
STAY ON THE FACE OF BAST, peering down impassively. The
torch-cast SHADOWS of the violence below play upon the
statue's golden surface... FLAILING SWORDS, the swift
SILHOUETTES of NAKED WOMEN. We hear the GUTTURAL CRIES of
the soldiers, clearly outmatched in this mortal combat.
MOVE TO THE CATS, perched above the fray, looking downward as
they pace the temple's ledges and ramps excitedly. THE MAU
takes a final look at its handiwork, then leaps up, slinks
through a crevice at the roof, and emerges on --

CUT TO:





A ROOFTOP




We hear the modern SOUNDS of passing AUTO TRAFFIC. CAMERA
ROTATES to reveal --







EXT. EDNA'S NEIGHBORHOOD - DAY

THE MAU settles by a SATELLITE DISH, looking down on a
present-day suburban street, a busy main drag. MARSHLAND and
WATER are visible not far away, light RAIN FALLS.

(CONTINUED)





3.





CONTINUED:


SUPERIMPOSE: "2500 YEARS LATER."

The MAU watches as, ACROSS THE STREET, a BUS pulls away from
the curb to reveal a WOMAN in a HOODED WHITE PONCHO
-- the outfit recalls the high priestess of Bast.
The HOOD is thrown back, revealing PATIENCE PRICE, 25-35,
attractive but inclined to conceal her looks -- hair over her
face, baggy clothes under her poncho. She's cautious, eager
to please, to do what's expected of her
-- a bit of a doormat.
Patience looks up from an address scribbled on a scrap of
paper, and straight toward the cat on the roof -- almost as
if she'd sensed its presence. She smiles.
THE MAU holds her gaze for a beat, then slinks out of sight.




EXT. EDNA'S HOME - DAY

An eccentric, ramshackle home amongst neat, well-kept houses.
PATIENCE moves to the front door, RINGS. As she waits, she
notes the lawn GRASS grown high, CLIMBING CAT SCULPTURES on
the shingles. A SIGN by the door: "FELINE RESCUE SOCIETY."
EDNA POWERS opens the door on a chain. She's 50-70, a former
academic, intelligent, charming, but quite intimidating.

EDNA

Yes?

PATIENCE

Hi, Edna Powers?
(off her nod)
I'm Patience Price, I called about adopting a cat?
I saw your flyer at my vet's office --




EDNA

Oh yes, do come inside.
EDNA undoes the chain, opens the door for her.







INT. EDNA'S HOME - LIVING ROOM - DAY

PATIENCE, out of her poncho, fills out a questionnaire on a
clipboard. Numerous CATS roam the premises. Feline artwork
and curios, scratching posts, furry toys... cat paradise.

(CONTINUED)





4.





CONTINUED:


PATIENCE

... Ma'am?
EDNA is putting out DRY CAT FOOD in numerous BOWLS.

EDNA

You may call me Edna.

PATIENCE

Edna. Some of these questions are... kind of
personal. Do you really need to know how many, um,
partners I've had in the past year?

EDNA

I'm not interested in your love life. But I do
want to know what sort of home environment you're
offering, your degree of commitment...

PATIENCE

Guess I wouldn't need the cat if...
Patience forces a laugh, fills in a ZERO and passes the
clipboard to EDNA. The woman puts down the cat food, slips
on the reading glasses she wears on a chain around her neck.

EDNA

The application is mostly a formality. I have a
sense about people.

PATIENCE

Well, I've always liked animals.
(not enough)
Cats specifically. I mean, I love them... worship
them, even.
EDNA seems satisfied, returns to reading Patience's answers.
THE MAU, meanwhile, comes around a corner into the room,
peering curiously at Patience -- who dangles her hand
invitingly. He rubs his face against her hand.
PATIENCE smiles, coos at the cat -- which grabs her hand hard
in his CLAWS. PATIENCE stifles a yelp, yanks her hand back.

(CONTINUED)





5.





CONTINUED:


PATIENCE

Son of a --

EDNA

Excuse me?

PATIENCE

Nothing... handsome cat. I've never seen one like
him.
THE MAU jumps into Patience's lap, settling in. Edna,
surprised and almost suspicious, eyes the cat.

EDNA

Her. That's Midnight, an Egyptian Mau. Normally
she doesn't trust people --
EDNA reaches a hand toward MIDNIGHT -- the cat's fur stands
up, she HISSES and SWIPES at Edna.

EDNA

See? Even I can't get near her... Very strange.
(glancing at the
application)
So. You left out your parents' address.

PATIENCE

Well... they're both dead.

EDNA

No hereditary illnesses, I hope.

PATIENCE

Private plane crash. I was eleven. Actually, the
last thing they gave me was a kitten... Fatso.
EDNA sucks her breath in at this insulting name.




PATIENCE

He was very round -- not from overfeeding or
anything, just -- really, he didn't mind. Anyway,
he was with me a long time, till early this year.
He didn't come at the sound of the can-opener,
which kind of freaked me out... I found him just,
curled up there in his little bed...

(CONTINUED)





6.





CONTINUED:

PATIENCE is getting a bit emotional. EDNA reaches across and
squeezes her hand, with genuine sympathy. MIDNIGHT snuggles
into Patience's lap, PURRING as she strokes the cat.

EDNA

It's very hard, dear, I know... you must be in so
much pain.
Midnight digs her long NAILS into Patience's thigh, kneading.
PATIENCE winces, tries to dislodge cat's claws from her leg
-- Midnight "playfully" attacks her hand. Stifling a gasp:

PATIENCE

Mm-hmm.

EDNA

Funny how cats get under our skin. They do exactly
as they please, they don't care what anyone thinks
about them... they're the ultimate predators. So
self-contained, so independent, so wild...
sometimes I wonder, why do they even put up with
us?

PATIENCE

The free food?

EDNA

(putting the papers
aside)
Well, congratulations. It seems you've been
chosen.

PATIENCE

So you think you might have a kitten for me...?

EDNA

Kitten? No, that wouldn't be appropriate.
Midnight has chosen you.



PATIENCE looks a little unnerved at this. MIDNIGHT, rolling
on her back, seems to be baring her fangs at Patience.

EDNA

It's a great honor. Maus are a very rare breed,
descended from the sacred cats of ancient Egypt.
They were believed to have magical gifts.

(CONTINUED)





7.





CONTINUED:

MIDNIGHT has wrapped herself around Patience's arm, kicking
and biting "playfully."

PATIENCE

I'm not sure she likes me --

EDNA

Nonsense, she perceives something very special in
you.

PATIENCE

There's nothing special about me.

EDNA

Cats see things we don't. Our secret selves -- our
souls.

PATIENCE

Mm. Do you have any Band-Aids?

CUT TO:





INT. PATIENCE'S APARTMENT - NIGHT

CAMERA MOVES THROUGH this modest, neat studio apartment, PAST
a BULLETIN BOARD with numerous PHOTOS. One or two show a
YOUNG PATIENCE, there's a picture of a LITTLE GIRL between
TWO SMILING PARENTS on a ROLLER COASTER. Mostly, though,
they're snapshots of a chubby TABBY CAT, from kitten hood to
old age. Suddenly, MIDNIGHT LUNGES INTO FRAME, attacking a
picture of FATSO, ripping it from the bulletin board.
KEEP MOVING PAST WINDOWS facing on the street and an adjacent
BUILDING across an alley -- it's a corner apartment on the
second floor. CAMERA HOLDS ON A TV, where a classic OLD
MOVIE like Now, Voyager plays. At a key, romantic moment,

CUT TO COMMERCIAL --




LAUREL AVENAL strides TOWARD CAMERA -- statuesque, perfect, a
supermodel. We hear the VOICE of GEORGES AVENAL:

GEORGES (V.O.)

You know who you are. You know what you're after.
A MALE MODEL steps INTO FRAME, reaches for her --

GEORGES (V.O.)

You know you're too good for any man...

(CONTINUED)





8.





CONTINUED:

Laurel raises an eyebrow haughtily and SLAPS his face. She
moves past the male model to --
-- GEORGES AVENAL. He's Laurel's husband and the company
C.E.O., handsome and charismatic. LAUREL falls into his
arms. He caresses her, deeply in love. Georges WINKS.

GEORGES

... almost.
CUT TO a PRODUCT SHOT of a JAR OF CREAM, the name "BEAUNIQUE"
and the AVENAL LOGO.

GEORGES (V.O.)

Beaunique by Avenal. You know you want it.
CLOSE ON LAUREL as she tosses her hair back, Gilda-style,
with a seductive pout. She purses her lips in a kiss.
REVERSE ANGLE -- PATIENCE watches with a curled lip, on the
couch in a T-shirt and shorts, EATING CHOCOLATE ICE CREAM
directly from a pint carton, a dark smear around her mouth.
Suddenly, MIDNIGHT POUNCES at the SPOON OF ICE CREAM.
Patience jerks back, startled, raises the spoon out of reach.

PATIENCE

No -- this is mine!
MIDNIGHT doesn't back off, jumping repeatedly at the spoon,
climbing over Patience, getting a rear PAW in the open pint.

PATIENCE

Oh, gross, you -- just take it.
Patience offers the cat the half-empty pint. As MIDNIGHT
digs in happily, burying his head in the container --



LIGHTS COME ON in the apartment across the way.
PATIENCE hesitates only an instant, sticks the spoon in her
mouth, CLICKS OFF the TV and flips off a LAMP by the sofa.
THROUGH THE WINDOW, A HANDSOME MAN -- his name is TOM LONE --
crosses past.
PATIENCE sighs in the dark, moving for a better view. This
voyeurism is a guilty habit.

(CONTINUED)





9.





CONTINUED:

LONE checks his mail, loosens his tie, unbuttons his shirt.

PATIENCE

Welcome home, sweetie. How was work today...?
(male voice)
Same old same old. All I wanna do is get out of
this shirt and give you a big old hug...
LONE is distracted, reading his mail, shirt still on.
MIDNIGHT, meanwhile, pulls her head out of the ice cream and
leaps onto the windowsill -- she looks first at Lone, then at
Patience, who looks around her.

PATIENCE

Down in front... Come on, you, off with the shirt.
Instead, LONE is moving out of view. PATIENCE moves in the
same direction, into her BATHROOM.




INT. PATIENCE'S APARTMENT - BATHROOM - NIGHT

THE BATHROOM WINDOW faces into Lone's bedroom. He starts to
unbutton his shirt, glances casually out the window --
PATIENCE immediately ducks out of sight. A moment later, she
rises slowly to peek out again --
THE WINDOW is DARK, LONE has turned off THE LIGHT.
PATIENCE flips ON THE LIGHT, studies her face in the mirror.

PATIENCE

Lame, lame, lame.
She wipes a bit of chocolate from the corner of her mouth.
She tries a seductive pout, a la Laurel, gives her hair a
seductive toss -- it winds up in her eyes and mouth.
ON PATIENCE'S WINDOW -- from across the alley, we see
PATIENCE before her mirror, brushing her hair. PULL BACK to
reveal we're watching with TOM LONE, who spies on Patience
through his own window, lights off. He SIGHS.

CUT TO:





10.





INT. AVENAL HQ - SHOWROOM - DAY

MOVING CAMERA delivers an assault on the senses: MIRRORS,
oversized versions of the BEAUTY PRODUCTS, charts of COLOR
CHOICES, shelves upon shelves of slickly-packaged COSMETICS.
Prominent is a DISPLAY for BEAUNIQUE. HIP MUSIC in BG.
AVENAL GIRLS, perfectly coiffed and made-up Barbie dolls,
busily paint the faces of CLIENTS, women of all ages and
backgrounds, in high-tech MAKE-UP CHAIRS that resemble
torture devices.
PATIENCE crosses through, pausing to take off her sneakers
and pull on a pair of high heels. SALLY -- an Avenal girl
in a prim outfit, working on a matronly CUSTOMER -- looks
up to greet PATIENCE. We now see Patience has a small
SCRATCH on her cheek, poorly covered with makeup.

SALLY

Look what the cat dragged in.

PATIENCE

(touching her cheek)
I know, I know, I'm late -- Midnight thought there
was a mouse in my pillow.

SALLY

This is why I only sleep with my own species.
Lunch at Joey's?
PATIENCE nods and waves as she hurries through a set of doors
to an ELEVATOR BANK.




INT. AVENAL HQ - ACCOUNTING BULLPEN - DAY

OVERHEAD ANGLE on a rat's maze of office cubicles, peopled
with ACCOUNTING STAFF. FIND PATIENCE tapping at her
terminal, sipping COFFEE. It's a grim little space,
enlivened by a GARFIELD toy, some New Yorker cartoons.
PATIENCE seems bored by the drone work -- then she cocks her
head at something on the screen, leans closer. She double-
checks DATA in the print-outs. Something doesn't tally.
ON SCREEN -- among a long list of figures, we see "YP-3"
highlighted, followed by a series of numbers.
PATIENCE gets up quickly with the printouts, she spills a few
drops of COFFEE on her white blouse. She dabs at these
distractedly as she moves through the bullpen toward a
glassed-in office. She knocks on the open door, where we see
the name "D. BERGER - ACCOUNTING."

(CONTINUED)





11.





CONTINUED:


PATIENCE

Dave, I was just going over the first quarter
expenses. Our lab fees for this one additive --
YP-3 -- have gone through the roof.
BERGER, a balding, bespectacled accountant, looks up as
Patience moves around his desk to show him some figures.

PATIENCE

Look at this, an overage of eight hundred percent
on "extruded pellets" alone -- I'm not even sure
what that is --

BERGER

Rat chow.
Berger's concerned. As they huddle over the figures, we hear
a CHOPPER approach. CAMERA MOVES PAST THEM, OUT the WINDOW -

-





EXT. AVENAL HQ - DAY

-- CAMERA SWINGS UP the 40-story skyscraper in the business
district of a city mixing architecture old and new. CAMERA
PASSES a WINDOW WASHER on a cable-driven rig. NEARING the
ROOF, we see a glowing sign which reads "AVENAL BEAUTY" --
and a PASSENGER CHOPPER coming in for a landing.







EXT. AVENAL HQ - HELIPAD - DAY

THE CHOPPER touches down on a HELIPAD atop an elevated
PENTHOUSE. GEORGES AVENAL emerges, ducking in the blade
wash. The company's CEO, Georges is charismatic, handsome,
immaculately tailored -- an exacting asshole to the core.
Getting out of the helicopter behind him, his menacing,
silent bodyguard ANGEL carries a leather suitcase or two.
LAUREL AVENAL trots toward her husband with open arms.
Laurel is 30-something, a still-gorgeous super-model but, in
person, a tad past her prime. She comes across as sweet and
well-meaning, but a bit dim and victimized.

LAUREL

Oh honey, welcome back!
She throws her arms around Georges to give him a kiss, but he
pushes her away, turns aside to SNEEZE.

(CONTINUED)





12.





CONTINUED:


LAUREL

Are you all right?

GEORGES

My allergies. I thought you were getting rid of
that vile dog of yours.
GEORGES plucks a long DOG HAIR from her clothes, holds it up
for her to see, then moves on briskly, down an external
flight of stairs from the helipad to a PENTHOUSE below.
Laurel follows after him, Angel in the rear.

LAUREL

Georges, when you're gone, Tippy is all I've got
and -- I get so lonely.

GEORGES

So get a bird or a fish, something that doesn't
shed.
(a glance at her)
Have you gained weight?
They head through glass doors into the PENTHOUSE.




INT. AVENAL HQ - PENTHOUSE - DAY

LAUREL protests, examining her body.

LAUREL

No no, it's muscle -- I've been working out, doing
my Tae Kwan
Do --
She flexes a MUSCLE to demonstrate. GEORGES isn't
interested, looking at the penthouse decor with distaste.
Meanwhile ANGEL moves to an elevator, presses a down button
and awaits his masters.



The penthouse is a large, dramatic space, decorated in a
frilly, Louis XIV style -- classical STATUARY of nude
females, ornate DRAPERIES across one wall -- there are
LADDERS, cans of paint, a work in progress. A large PORTRAIT
of LAUREL dominates the room. In one alcove is a MOVIE-STAR
MAKE-UP MIRROR, surrounded by lights.

GEORGES

What the hell happened here?

(CONTINUED)





13.





CONTINUED:


LAUREL

I'm doing some redecorating, I've had so much time
on my hands -- do you like it?

GEORGES

No. What's with the curtains?

LAUREL

Draperies. They soften the space...

GEORGES

I like hard spaces.
(off her hurt look)
Whatever, Laurel, if it makes you happy. I plan to
be spending more time at the factory, anyway.
He enters the ELEVATOR, Laurel behind, Angel hits the button.




INT. AVENAL HQ - ELEVATOR BANK - DAY

A LARGE GRAPHIC depicts LAUREL and GEORGE together. PATIENCE
curls her lip at this as she presses the DOWN button.
DOORS OPEN to reveal the real LAUREL and GEORGES, startling
Patience a bit, the impassive ANGEL behind them. Patience
takes a half-step forward and hesitates, reluctant to get
aboard, frozen in place. The DOORS start to close, then open
again -- she's in the way.

GEORGES

In or out?
PATIENCE meekly steps into the elevator, presses a button for
the lobby, nervously keeping her eyes fixed to the front.







INT. AVENAL HQ - ELEVATOR - DAY

GEORGES leans past her to hit "DOOR CLOSE." Many CAT HAIRS
are sprinkled on her clothes, he SNIFFS and stifles a sneeze.
He looks Patience over, and doesn't like what he sees.

GEORGES

Excuse me, miss. Do you know who I am?

(CONTINUED)





14.





CONTINUED:


PATIENCE

Um... of course. You're Georges Avenal -- you own
the company --

GEORGES

Then you actually work for me. Are you familiar
with our products?

PATIENCE

Yes sir, I just can't really afford them --

GEORGES

You can afford some peroxide, can't you? Do
something about this mousy hair.
GEORGES runs a hand distastefully through her frizzy hair,
then takes a moment to study her.

GEORGES

Stain on your blouse, run in your pantyhose -- and
that color's awful on you.
(fingering her outfit)
Do you own an iron? Show me your hands.
Shaking, Patience extends her hands. Georges inspects her
trembling fingers. He seems saddened, clucks his tongue.

GEORGES

A nail-biter... my my, you really are the "before"
picture, aren't you?

LAUREL

I could give her the number for my manicurist --

GEORGES

(waving Laurel off)
What's your name?




PATIENCE

Patience...

GEORGES

I haven't got all day --

(CONTINUED)





15.





CONTINUED:


PATIENCE

No, my name's Patience, Patience Price. I'm in
accounting.

GEORGES

I'm afraid that's no excuse. Regardless of your
position, you do represent Avenal Beauty. I simply
can't allow that to continue.

PATIENCE

Wait. You're not -- firing me?

GEORGES

I have no choice. All we have to sell is an image
-- and you are not it. You've got to go.
DING! The DOOR OPENS. Patience stares at the man in
disbelief, then bolts out into the SHOWROOM.
STAY WITH GEORGES, LAUREL and ANGEL as the doors close.

LAUREL

Poor girl.
GEORGES studies Laurel's face a moment, leans closer, amazed.

GEORGES

Is that a pimple?




INT. JOEY'S DINER - DAY

A retro place, PATIENCE and SALLY sit in a booth over SALADS
and SODAS. Sally leans across the table, fixing Patience's
make-up -- her mascara's run from crying, her nose is red.
An open MAKE-UP POUCH rests between them.

PATIENCE

I try, Sally, I really do. I read Vogue, I wear
uncomfortable shoes... I've been a female all my
life, you'd think I'd be better at it by now.

SALLY

Watch the frown lines, you'll need a lift before
you're forty.

(CONTINUED)





16.





CONTINUED:


PATIENCE

He's right, I'm not even presentable enough to be
an accountant. Maybe the church needs a new bell-
ringer.

SALLY

Look, he was just in a bad mood. Sales are down,
his marriage is on the rocks --

PATIENCE

How do you know that?

SALLY

I have an enquiring mind. This is "Nympho," very
hot, I snagged it from the showroom...
She opens a tube of LIPSTICK, starts applying it expertly to
Patience's lips as she speaks.

SALLY

Laurel's losing her looks, she's dumber than her
cockapoo -- buzz is, Georges is trading her in for
next year's model. All I'm saying is, by now he's
probably forgotten about canning you.

PATIENCE

I don't care. No way am I going back there.

SALLY

Shut up, you'll smear... voila, now suck your
finger.
Patience puts her finger in her mouth, pulls it out with a
pop, to keep the lipstick off her teeth. She studies the
residue on her finger.

PATIENCE

I can't believe we put this stuff on our mouths.
Grease, acid and ground-up fish scales... who knows
what they put in our mascara...

SALLY

No wonder you never made it in sales.
ANGLE THROUGH WINDOW BEHIND THEM, as a long LIMOUSINE passes.




17.





INT. LIMOUSINE - DAY

LAUREL is fixing her make-up meticulously in a COMPACT
MIRROR, looking for signs of the dreaded zit. GEORGES is
flipping through AD LAYOUT BOARDS. WESLEY, a weasely
ASSISTANT, is seated between them, going over an electronic
appointment book. A CHAUFFEUR, ANGEL in the passenger seat.

WESLEY

You're both scheduled to appear at the Make-Overs
for the Homeless event on the 25th --

GEORGES

Ugh. That one's yours, Laurel.

WESLEY

The ballet opens the following Friday --

GEORGES

(re: the ad boards)
These look good, Wesley, send them back to the
agency.
LAUREL closes the compact, leans across to catch a glimpse.

LAUREL

May I see?

GEORGES

You wouldn't be interested.

LAUREL

Please, Georges?
She tugs a board away, then sucks in her breath seeing --
AN AD featuring DRINA, a gorgeous young model, nearly nude.
We see a tube of MASCARA with the AVENAL LOGO.

GEORGES

That's Drina.

LAUREL

She's... pretty.

GEORGES

She's magnificent.
GEORGES takes the board back, LAUREL looks a little sick.

(CONTINUED)





18.





CONTINUED:


LAUREL

Well, I'm still the face of Avenal... aren't I?

GEORGES

(smiling indulgently)
You've had a remarkably long shelf life, it's true.
But... every product has an expiration date.
Laurel bites her lip, looks out the window, close to tears.
A PHONE is ringing, ANGEL answers in front. Georges' hands
are still full with the ads piled around him.

ANGEL

Uh, sir, it's Dave Berger in accounting.

GEORGES

Who? I don't talk to bean-counters.

ANGEL

He says it's urgent.

GEORGES

All right, Angel, put it on speaker.

INTERCUT WITH:





INT. AVENAL HQ - BERGER'S OFFICE - DAY

BERGER peers at his TERMINAL, a half-eaten SANDWICH nearby.
He's marked up the PRINT-OUTS that Patience brought him.

BERGER

(on phone)
Mr. Avenal -- I hate to bother you, sir, but we
have a problem. It seems the lab has been
overproducing YP-3 -- that's the anti-aging
ingredient in
Beaunique --

GEORGES

Why are you telling me this? It's routine to have
a surplus --

(CONTINUED)





19.





CONTINUED:


BERGER

We've stockpiled over a thousand gallons, enough to
last us well into the 29th Century.

GEORGES

Perhaps that is a trifle optimistic --

BERGER

And very expensive. Funding seems to have been
siphoned out of the employee pension plan --

GEORGES

Impossible, this has to be an error. Are you
responsible for this data?

BERGER

Well, actually Patience Price brought the matter to
my
attention --

GEORGES

Yes, yes, I'm familiar with Ms. Price. Obviously
her bookkeeping is as sloppy as her appearance.

BERGER

Sir, she's a very reliable employee --

GEORGES

I've heard enough, Berger. In the future, double-
check your figures before you waste my time -- and
then put it in a memo.




WITH BERGER


BERGER

(on phone)
In all fairness, Mr. Avenal, I think --



BEEP. He's talking to a dial tone. Berger hangs up,
frustrated and chagrined.

CUT TO:





20.





EXT. SHOPPING DISTRICT - DAY

START on a JEWELRY DISPLAY, a ritzy DIAMOND NECKLACE.
SALLY's face appears in the window, beaming.

SALLY

Wow... sorry, Patience, I just found a new best
friend.
PATIENCE, beside her, WHISTLES appreciatively, then moves on.

PATIENCE

I'm sick of drooling over things I'll never have.
The two are WINDOW-SHOPPING, passing a SHOE STORE, boots
and high-heels... A WESTERNWEAR SHOP, belt buckles, WHIPS...

SALLY

Oh, you're a ray of sunshine. Tell you what, let
me take you clubbing this weekend --

PATIENCE

I'm not sure I'm fit to be seen in public.

SALLY

You will be in that dress. I've had my eye on it
for weeks.
SALLY points at a MANNEQUIN in the window of a trendy
boutique, garbed in a dramatic, sexy outfit -- a short
bodice, a tiny skirt, plenty of plastic skin showing.

PATIENCE

Sally, that is not a dress, it's a rumor of a
dress. It's barely forensic evidence of a dress.

SALLY

It's a genuine Gaultier knock-off --

PATIENCE

It's not me.

SALLY

But don't you ever wanna be somebody else?

PATIENCE

I just wish I could be ten years old again -- it
didn't matter what I wore as long as I could climb
a tree in it.

(CONTINUED)





21.





CONTINUED:


SALLY

Your tomboy days are over.

PATIENCE

That's my bus, Sal, see you later.
PATIENCE trots toward a BUS, SALLY calls after her.

SALLY

This weekend, Patience. I swear, I'm gonna make
you have fun if it kills you...
As Sally moves on, CAMERA LINGERS ON the window of A LINGERIE
STORE, scantily-clad MANNEQUINS, including one in BLACK
UNDIES and a CAT MASK.

DISSOLVE TO:





EXT. BERGER'S TOWNHOUSE - NIGHT

DAVE BERGER, the accountant, dressed casually, gets out of a
CAB and heads into his modest home.







INT. BERGER'S TOWNHOUSE - NIGHT

Berger SNIFFS the air quizzically as he lets himself in.
He moves toward the KITCHEN. In the kitchen DOORWAY, he
fumbles for a LIGHT SWITCH, flicks it on and --




EXT. BERGER'S TOWNHOUSE - NIGHT

KA-BOOM! The WINDOWS BLOW OUT with a HUGE EXPLOSION.
ACROSS THE STREET, a BLACK MERCEDES pulls from the curb,
HEADLIGHTS OFF, and ACCELERATES away.

CUT TO:





INT. PATIENCE'S BUILDING - HALLWAY - NIGHT

PATIENCE moves to her apartment door, arms loaded with
GROCERIES. She struggles to unlock the door while keeping
these upright -- we see a "HELLO KITTY" emblem on her key
chain. As soon as the door is open --
-- MIDNIGHT BOLTS out into the hall, a black streak moving
toward the stairs and darting upward.

(CONTINUED)





22.





CONTINUED:


PATIENCE

Midnight! You little monster --
Patience tosses her groceries in the door, leaving it ajar,
and runs after the cat.
A few moments after she's vanished up the stairs, we hear
FOOTSTEPS from below and...
ANGEL, Georges Avenal's menacing bodyguard, appears in the
hallway. He moves purposefully for Patience's door, pushes
it open and steps inside. Midnight just saved her neck.




INT. PATIENCE'S BUILDING - UPSTAIRS HALLWAY - NIGHT

MIDNIGHT makes for an open hall window that leads onto a FIRE
ESCAPE. Patience just spots her heading outside.

PATIENCE

Oh no...







EXT. PATIENCE'S BUILDING - ALLEY - NIGHT

Patience reaches the window just in time to see --
MIDNIGHT make a SPECTACULAR LEAP across the alleyway
and --

-- LAND ON TOM LONE'S BALCONY.

PATIENCE is annoyed, but also impressed, in spite of herself.

PATIENCE

Hell of a jump...




INT. PATIENCE'S APARTMENT - NIGHT

ANGEL flings open the closet and bathroom doors in Patience's
empty apartment -- no dice. On his way out, he eyes a plate
of cat food and ice cream with a wince.




EXT. LONE'S BUILDING - ALLEY - NIGHT

Patience clumsily CLAMBERS up Lone's RATTLING FIRE ESCAPE,
reaches the level Midnight is on, moves toward the cat.

(CONTINUED)





23.





CONTINUED:


PATIENCE

You are not worth the trouble --
Suddenly, a WINDOW FLIES OPEN, just a foot away, a GUN points
in her face. Patience lets out a CRY, jumps
back --

LONE

Freeze!
It's TOM LONE. But Patience loses her balance, FALLS --
-- and LANDS in an open DUMPSTER.
LONE darts from the window, alarmed, realizing his error.




EXT. PATIENCE'S BUILDING - NIGHT

ANGEL emerges, shaking his head and shrugging toward the
unseen driver of the BLACK MERCEDES, then he climbs in the
passenger door. As the car pulls away --
-- LONE hurries from the building next-door toward the alley.







EXT. PATIENCE'S BUILDING - ALLEY - NIGHT

PATIENCE painfully gets upright, slipping in the trash, as
LONE appears; he's a no-nonsense, gruff cop with a dry wit.

LONE

You all right?
He clambers onto the dumpster's edge to help her out, she
slips and slides, almost pulls him in after her.

LONE

I'm really sorry -- I'm a police officer, I heard
the noise and just assumed... here, grab my arm.
He manages to hoist Patience to the lip, she's able to climb
to the ground. She's drenched in GOOEY GARBAGE, just stares
at Lone, a bit dazed from the fall. She can't believe she's
face to face with the man of her dreams. Lone thinks a beat.

LONE

Habla espanol?




(CONTINUED)





24.





CONTINUED:

She blinks at him, confused, then he tentatively flashes a
few HAND SIGNS for the deaf. She waves this off.

PATIENCE

No, I -- see, my cat got out --
MIDNIGHT MEWS, rubs against Patience's leg. She picks the
cat up, nods toward her window.

PATIENCE

I live right up there --

LONE

I know.

PATIENCE

You do?

LONE

I mean, I -- I've seen you. Around.

PATIENCE

Really. Actually, I've seen you too. Around, that
is.
(a nod at the
dumpster)
Thanks for helping me out.

LONE

Don't mention it. I can't resist a damsel in
distress.
PATIENCE smiles and cocks her head... flirtatious body
language. She runs a hand through her hair, pulls out some
sticky TISSUE PAPER, looks at it with disgust.

PATIENCE

Oh God, what -- what is that?!



He looks over her shoulder, winces.

LONE

I could run it over to the lab...
She tosses it in the dumpster, finally registering that she's
drenched in WET GARBAGE.

PATIENCE

I'm sorry, it was nice talking to you, but -- I'm
completely disgusting.

(CONTINUED)





25.





CONTINUED:

Mortified, she hurries back to the entrance to her building.
Lone looks after her, amused.

CUT TO:





EXT. TRENDY CLUB - NIGHT

SPOTLIGHTS before a NIGHTCLUB, a CROWD behind a VELVET ROPE.
A HANDSOME BOUNCER stands guard. SALLY AND PATIENCE are near
the front of the line. Sally has transformed herself, with
heavy make-up, a revealing skin-tight outfit that shows
plenty of cleavage. Patience is in a conservative dress, one
she might wear to work. Sally HOWLS with LAUGHTER at
something Patience has just said. Patience looks grim.

PATIENCE

It isn't funny.

SALLY

(still chuckling)
Yes it is. All this time you've spent mooning over
that hottie neighbor and he points a gun at you --

PATIENCE

At least it broke the ice --

SALLY

I told you men go for trashy women.
Patience rolls her eyes, looks over Sally's clothes.

PATIENCE

Speaking of which -- how do you even stay in that
outfit?

SALLY

With any luck, I won't need to.

PATIENCE

I hardly recognize you.

SALLY

That's the idea. I go out at night, I leave
daytime Sally behind, become a different person.
All women do. Except you, of course.

(CONTINUED)





26.





CONTINUED:


PATIENCE

(shrugs, checks
her watch)
How long have we been here, an hour? We're never
getting in...
A TRENDY COUPLE -- call them RANDY and SANDY -- push their
way past PATIENCE, almost knocking her over. Randy's ELBOW
gets her in the gut, Sandy's SPIKE HEEL drives into her foot.

PATIENCE

Ow!
SANDY looks at her blankly as PATIENCE hops, injured.

PATIENCE

You could say I'm sorry?

RANDY

Okay, you're sorry.
He and Sandy laugh as the BOUNCER unhooks the rope, steps
aside for them to enter.

PATIENCE

God, people are so rude.

SALLY

Yes!
Sally has just gotten the NOD, hurries forward. Patience
follows, limping a bit. The BOUNCER blocks Patience's path,
looking her over from head to toe, disapproving.

SALLY

She's with me.

BOUNCER

Then you can stay out here too.

SALLY

She happens to be a very fine human being --

BOUNCER

Like I said, she don't belong inside.

PATIENCE

Sally, just -- go in without me --

SALLY

See, you shoulda bought the dress.
PATIENCE bolts, humiliated; SALLY looks after her sadly.




27.





INT. BUS - NIGHT

PATIENCE sits alone in the back of the bus, looks at --
A YOUNG COUPLE making out... an ELDERLY COUPLE holding hands.
Her eyes drift to an AD for AVENAL BEAUTY overhead -- LAUREL
and GEORGES AVENAL, arms around each other. Patience sighs
and stares out the window.




EXT. PATIENCE'S BUILDING - NIGHT

PATIENCE walks toward her building, the bus kiosk behind her,
the BUS MOVING AWAY. The street is deserted at this hour.
Patience feels very alone, until she looks up to see --
-- MIDNIGHT, perched in her window, awaiting her arrival.
A smile appears on Patience's face. She quickens her step,
crossing the empty street, almost to the sidewalk when --
-- AN ENGINE ROARS behind her. Patience spins just as --
-- THE MERCEDES, LIGHTS OFF, barrels out of the darkness and

--

WHAM! Hits her full-on.
MIDNIGHT at the WINDOW -- the cat lets out a HOWL.
ANGLE DOWN, the MERCEDES has stopped, Patience lies a short
distance behind... in bad shape. The PASSENGER DOOR OPENS.
WITH PATIENCE, barely conscious. ANGEL approaches, studies
her, turns her over with his foot. He nods, a job well done.







INT. PATIENCE'S APARTMENT - NIGHT

MIDNIGHT is bouncing off the walls, HOWLING like mad, lunging
and scratching at the door. Finally, the cat charges across
the floor, LAUNCHES herself in a dramatic leap and --




EXT. PATIENCE'S BUILDING - NIGHT

SLOW MOTION as MIDNIGHT LAUNCHES HERSELF AT THE GLASS --

SMASH!





CUT TO:





28.





EXT. BRIDGE/CITY SKYLINE - NIGHT

SPLASH! A BODY (we don't get a good look) hits DARK WATER
hard and vanishes below. MOVE UP TO REVEAL we're at a bridge
over a river, CITY LIGHTS in the distance. ON THE ROADWAY,
CAR DOORS CLOSE and the MERCEDES SEDAN SCREECHES away.
CLOSER ON THE SKYLINE. A HOWL rises -- FIND MIDNIGHT, CRYING
from a rooftop. Unseen CATS join in, a feline TELEGRAPH.




EXT. EDNA'S HOME - NIGHT

The CAT CRY, just audible, far off. Then -- a CAT squeezes
out a WINDOW at the gap in the sill... more CATS SCRAMBLE out
dormers... yet MORE SHOOT OUT the flapping CAT DOOR.







EXT. SUBURBAN STREETS - NIGHT

EDNA'S CATS scramble through alleyways, joined by STRAYS
converging from all directions, picking up the CHORUS. It's
like a flowing RIVER OF CATS.




EXT. MARSHLAND - NIGHT

ON MURKY MOONLIT WATER -- CAMERA MOVES past floating TRASH, a
CAR TIRE, BOTTLES and CANS. We hear the CRIES of the CATS
from nearby, approaching. LIGHTS of the CITY further away,
the BRIDGE visible.
CAMERA FINDS a nylon-encased FOOT... PAN OVER a woman's
CORPSE, her clothes TORN, SOAKED and MUDDY, strewn with RIVER
WEEDS. The body bobs amidst REEDS by this soggy shoreline.
We reach the woman's FACE -- unnaturally pale, eyes fixed...
it's PATIENCE PRICE. Dead.
THE HOWLING is CLOSE now... THE CATS have gathered here,
parting for MIDNIGHT, a feline VIP. The Mau steps
tentatively out onto Patience's corpse, careful not to get
too wet. She crouches on her chest, and --
CLOSE, BREATHES audibly into her parted lips. A brief,
barely visible GLOW flickers at Patience's mouth.
THE CAT shudders, then moves aside, BLINKS as if drugged.
ANOTHER CAT climbs out onto Patience to take Midnight's place
and perform the same ritual.




(CONTINUED)





29.





CONTINUED:

HIGH ANGLE. The crowd of CATS waiting in the reeds, more
arriving by the minute, ready to take turns.
CAMERA ROCKETS DOWN AT PATIENCE'S FACE, into one DEAD EYE...




MEMORY MONTAGE - INT. PATIENCE'S HEAD


DARK, DISTORTED; QUICK IMPRESSIONISTIC IMAGES OVERLAP,

perhaps CAT POVS (LOW-ANGLE TRACKING and CLIMBING SHOTS)
mixed with human MEMORIES:
POV, a ROLLER-COASTER, PATIENCE'S PARENTS to either side --
we hear YOUNG PATIENCE'S LAUGHTER and SHRIEKS.
CLOSE TO GROUND, FATSO the KITTEN dashes after a BELL BALL.
POV, YOUNG PATIENCE at a mirror in a Halloween CAT COSTUME.
POV, CLIMBING A TREE in a suburban backyard. We see her MOM
below, searching for young Patience.
POV, TWO CLOSED COFFINS, surrounded by FLOWERS... now we hear

YOUNG PATIENCE SOBBING.

POV, the BLACK MERCEDES ROCKETS AT CAMERA and --







EXT. MARSHLAND - NIGHT (PRESENT)

-- PATIENCE sits up INTO FRAME with a SCREAM.
She thrashes in the shallows of the marsh, gasping for air,
disoriented... reborn. There's no sign of the cats.
PATIENCE crawls onto shore amidst the reeds, slightly clumsy
at first, almost like a newborn kitten. Her ragged, wet
clothes cling to her body.
TIGHT on her terrified expression. She has no idea what
she's doing here -- or who, or what she is. She opens her
mouth to speak -- all that comes out is a strangled CAT CRY.
She works her jaw, but can't produce human speech. She darts
her head, seems disoriented and overwhelmed.
HER POV -- SOUNDS AMPLIFIED, IMAGE perhaps SOLARIZED, the
darkness BRIGHTENED, objects of interest HIGHLIGHTED as she
takes in the marshland. The EYES of any creature in sight
GLOW. We'll call this CATVISION.

(CONTINUED)





30.





CONTINUED:

WHIP PAN TO a nearby CRICKET perched on a blade of grass --
then UP TO an OWL in the distance, soaring over the park.
WHIP DOWN TO its prey, a SCURRYING MOUSE. THE OWL swoops
with a SCREECH, nailing the MOUSE, we hear its SQUEAL.
PATIENCE, frightened at first, becomes increasingly delighted
by her heightened senses. She spots --
MIDNIGHT in the tall grass. The cat turns, looks over her
shoulder once -- her EYES catch moonlight and GLOW. Patience
is clearly meant to follow.
PATIENCE follows MIDNIGHT on all fours, tenuously at first.
But as she proceeds, her shoulders and hips roll in
distinctly feline fashion. Her body seems slimmer, more
muscular. She rises on two legs, moving in a slinky crouch.
MIDNIGHT pauses to sharpen her claws on the bark of a gnarled
old TREE. PATIENCE follows Midnight's lead, leans forward
against the trunk, arms straight out, head arched back. She
stretches her neck, her back -- her every movement is
graceful, sensual, the awkwardness gone.
She tries to pull her hands from the tree -- but can't for a
moment, finding her FINGER-NAILS stuck into the bark (like a
cat at a scratching post).
A DOG BARKS -- without thinking about it, PATIENCE scrambles
up the side of the tree like a streak.
HER POV FROM TREE -- A LARGE DOG tugs on its OWNER'S leash,
some distance away. The dog walker yanks the dog onward.
PATIENCE takes this in, hears a MEOW --
MIDNIGHT is perched above her, very Cheshire Cat-like.
PATIENCE looks around, self-conscious for a moment -- what is
she doing up a tree? Bad idea to think. She loses her
balance, clutching at branches, tumbles out of the tree --
IN MIDAIR for an instant, she flails spastically, letting out
a SHRIEK -- then her body instinctively TWISTS and --
PATIENCE LANDS on all fours, one leg kicked out, haunches
low. MIDNIGHT lands beside her, nods approvingly at her
landing. Then the cat darts away again, Patience pursues.




31.





EXT. SUBURBAN NEIGHBORHOOD - NIGHT

MIDNIGHT leaps to the top of a FENCE, staring down at
Patience -- "come on." Patience hesitates, then crouches and
SPRINGS UP (with more than human ability), lands triumphantly
on the fence -- then teeters and TUMBLES to the other side.
MIDNIGHT looks disappointed. Patience jumps up again
quickly, as if pretending this never happened, this time
managing to hold her balance.
MIDNIGHT gives her a look and leads onward. At first she's
like a tightrope walker, careful of falling, but her steps
become more confident. Soon she's moving as quickly and
smoothly as the cat.
MIDNIGHT leaps off the fence and darts across a road,
PATIENCE follows.




EXT. PUBLIC GARDEN/ZOO - NIGHT

A tall wrought-iron FENCE surrounds greenery and distant
cages in an urban area. A SIGN: "ARBORETUM - ZOO."
MIDNIGHT squeezes through a gap between the uprights.
PATIENCE hesitates -- this is too narrow for a normal human.
MIDNIGHT waits impatiently on the other side, tail twitching.
PATIENCE makes a dubious SOUND, but manages to slip a foot --
then a leg -- into the opening, twisting and contorting.
Amazingly, she's succeeding, her torso ripples and contracts
as she insinuates herself between the bars. Finally only her
head is on the wrong side. With a final TUG, she's through.
MIDNIGHT crouches low, stalking. PATIENCE copies the
behavior. MIDNIGHT slowly approaches --
A MOTH, fluttering near a FLOWER in this botanical garden.
MIDNIGHT sneaks up close, then POUNCES, but the MOTH flies
out of the cat's grasp.



PATIENCE GIGGLES, MIDNIGHT turns on her and HISSES. The
woman and the cat roll together in this neat BOTANICAL
GARDEN, playing and batting at each other. CAMERA MOVES TO a
small sign nearby, which labels this planting as "CATNIP."
MIDNIGHT HURTLES a CONCRETE MOAT, PATIENCE follows, still
high, giggly. She suddenly finds herself face to face with:
A BENGAL TIGER. He lets out a small ROAR.

(CONTINUED)





32.





CONTINUED:

PATIENCE blinks, crouches -- and ROARS back, unafraid. The
tiger springs forward... and LICKS HER. She wrestles with
him playfully, he's just a bigger version of Midnight.

DISSOLVE TO:





INT. EDNA'S HOME - BEDROOM - MORNING

EDNA POWERS sleeps in bed. MIDNIGHT climbs atop her, starts
kneading. She makes a NOISE, rolls over, opens her eyes.

EDNA

Midnight? What are you doing here?
She squints, sees morning light through a window. She climbs
out of bed in her nightdress.







EXT. EDNA'S HOME - DAY

EDNA emerges in a bathrobe, crossing her overgrown lawn,
MIDNIGHT bounding ahead of her. A Martha Stewarty NEIGHBOR,
weeding an immaculate garden, throws Edna a sour look.

NEIGHBOR

Edna, your cats have been using my garden as a
litter box again.

EDNA

(gravely)
You can't change their nature.
The neighbor scowls and returns to her weeding. As EDNA
bends down for her newspaper, she hears a MEOW and
sees --
-- Midnight licking a HAND, which protrudes from under a
bush.
Edna GASPS, moves closer, crouching to get a better look.
It's PATIENCE, sound asleep, body twisted sideways in an
unnatural position. Quietly:

EDNA

Hello...?



Patience starts awake, looking around, confused.

(CONTINUED)





33.





CONTINUED:


EDNA

What are you doing in my hedge?
Patience rolls out from under the bushes, crouches on her
haunches now, a panicky look in her eyes. Leaves and dirt
cling to her clothes. She has no idea how she got here.




INT. EDNA'S HOME - LIVING ROOM - DAY

PATIENCE is wrapped in a BLANKET, sitting on the couch,
MIDNIGHT nuzzling her, as EDNA brings her a cup of TEA. Edna
picks up a CLIPBOARD from a coffee table.

EDNA

Your name is Patience Price, you live on South
87th.
(beat)
You love chocolate -- you're afraid of heights?
Any of this ring a bell?
Patience nods slowly, puts her face in her hands.

PATIENCE

I... it's coming back to me. But last night...
it's just... it's like a dream.

EDNA

(chiding)
You said in your application that you don't drink
or take drugs.

PATIENCE

(rising)
I don't. I think... something must have happened.
I need to...

EDNA

You need to rest.
Patience takes a few steps from the couch and lets the
blanket slip from her shoulders.

EDNA

Oh my God...
Edna stares at PATIENCE'S BACK. The fabric of her dress is
torn, the skin discolored beneath with a hint of dried blood
-- and we make out the marks left by a TIRE TREAD.

(CONTINUED)





34.





CONTINUED:


EDNA

You're in no condition to --
EDNA moves beside Patience and GRABS HER by the wrist --
ON PATIENCE'S HAND, the fingers CURL and FIVE SHARP CAT CLAWS
(SPFX) emerge from her fingertips -- only for an instant.
EDNA blinks at this, PATIENCE whirls on her with an abrupt
and frightening HISS --
CLOSE, Patience's pupils become ELLIPTICAL for a blink,
flecked with GOLD, then --
She yanks her hand away quickly, immediately looks contrite,
and a bit dazed from the momentary transformation.

PATIENCE

Sorry, you -- you startled me... look, Edna, thanks
for everything, but -- I just want to get home and
take a bath.
Edna nods, unnerved. PATIENCE picks MIDNIGHT up in her arms
and hurries out the door. Edna stares after her, a
disturbing thought forming.




INT. EDNA'S HOME - OFFICE - DAY

EDNA moves purposefully to a FILE CABINET in this cluttered,
book-lined room and opens a drawer. She thumbs past many
years' worth of scholarly research, finally pulling a thick,
dog-eared MANILA FILE from near the back. She moves to her
desk, slips on reading glasses and opens the folder --
ANGLE ON FILE -- an old, thick type-written SCHOLARLY PAPER
entitled "MYTHS OF FELIGYNY, by E. POWERS Ph.D." She puts
this aside, revealing a WOODCUT of an AFRICAN Catwoman in
leopard skin, surrounded by cats. Next, an ASIAN CATWOMAN, a
print of a 19th Century watercolor. She wears a Chinese-
style MASK, close-fitting robes, a long tail. Both
illustrations show the women with CLAWS and ELLIPTICAL

PUPILS.


DISSOLVE TO:








INT. PATIENCE'S APARTMENT - BATHROOM - DAY




PATIENCE stares at her dirty face in the MIRROR, still
reeling from the events of the previous night.

(CONTINUED)





35.





CONTINUED:

Behind her, THE BATHTUB RUNS, almost filled. She moves to
the edge of the tub, starting to undo her ragged clothes,
stares down at --
THE RIPPLING WATER. She blinks, her expression far
away --




FLASHBACK - INT. PATIENCE'S HEAD

A vertiginous PLUNGE from the bridge toward DARK WATER --







INT. PATIENCE'S APARTMENT - BATHROOM - DAY (PRESENT)

PATIENCE starts, shaking off this momentary vision.
She dips a finger in the water, jerks back -- much as a cat
might. She shakes drops off her hand, repelled by the water.




INT. PATIENCE'S APARTMENT - DAY

There's KNOCKING at the door. The PHONE IS RINGING, a
MACHINE picks up. We hear RUNNING WATER from beyond the
closed bathroom door.

PATIENCE (V.O.)

This is Patience, you can leave a message if you
want...

BEEP.





INT. PATIENCE'S APARTMENT - BATHROOM - DAY

PATIENCE turns off the TAPS, in the quiet she hears EDNA'S
VOICE on her answering machine.

EDNA (V.O.)

It's Edna Powers -- the most extraordinary thing, I
-- I think I know what's happened to you --
PATIENCE has risen with a shiver, hurries back into the main
room, pulling her blouse closed.




INT. PATIENCE'S APARTMENT - DAY




PATIENCE moves for the PHONE, but FREEZES at the sight
of --

(CONTINUED)





36.





CONTINUED:

-- THE DOORKNOB RATTLING, someone trying to get in.

EDNA (V.O.)

-- be careful, Patience, I'm afraid you may be in
danger...
MIDNIGHT lets out a menacing GROWL.
THE KNOB TURNS, the door swings open -- a MAN starts to enter

--

CLANG! PATIENCE whacks him over the head with a FRYING PAN.
THE MAN is knocked hard into the door and slumps to the
ground, stunned... it's TOM LONE.
PATIENCE recognizes him with horror, looks at the door --
PATIENCE'S KEYS with the "HELLO KITTY" emblem dangle from the
lock, her PURSE is on the ground.

PATIENCE

I am so, so sorry --
TOM LONE groans, painfully coming to and sitting up.
PATIENCE crouches at his side.

LONE

You actually hit me with a frying pan?

PATIENCE

I didn't know it was you.

LONE

Guess we're even now. Name's Tom Lone, by the way.

PATIENCE

(shakes his hand)
Patience Price.




LONE

Yeah, I know, I checked your ID.

PATIENCE

Oh God, not that awful driver's license picture --

LONE

(rubbing his head)
Got any ice?

(CONTINUED)





37.





CONTINUED:

PATIENCE hurries to assemble an ice pack, MIDNIGHT is eating
happily at the table, LONE gets to his feet.

LONE

I found your purse in the street right outside this
morning. I tried calling -- I was afraid something
might've happened to you...
PATIENCE returns with a washcloth full of ice.

PATIENCE

That was really nice of you.

LONE

Well, it's part of my job... I'm a detective,
burglary-robbery division. So what did happen to
you?
He applies the ice-pack to his head while eying her clothes.
She suddenly becomes aware of her disheveled appearance.

PATIENCE

Oh no, I'm a mess. It seems every time you see me
I -- I was just cleaning.
(this isn't flying)
The um, the chimney.

LONE

Where's the fireplace?

PATIENCE

It wasn't mine.

LONE

You're a freelance chimney sweep?
LONE is now looking around the apartment, taking it all in
with a careful detective's eye. He sees the shredded
PHOTOGRAPHS, the BROKEN WINDOW, points --

LONE

You should get that fixed.

PATIENCE

Oh yeah, I hadn't noticed... I mean, I had to break
it to get in because... I lost my purse.

(CONTINUED)





38.





CONTINUED:


LONE

(studying the
windowsill)
Funny, looks like it was broken from inside.
Lone is now regarding her with open curiosity. Patience
shrugs helplessly.

LONE

So everything's all right now?
(off her nod)
Well, I'd better be getting to the station, then...
unless there's anything else.
LONE hopes so, PATIENCE desperately wants him to stay... but

--


PATIENCE

I guess not...

LONE

Then -- bye, now.
He sounds disappointed. As the door shuts, Patience clutches
her hair, makes a SOUND of frustration, almost like a MEOW.




INT. PATIENCE'S BUILDING - HALLWAY - DAY

PATIENCE flings open the door, calls after Lone:

PATIENCE

I want you...
He turns, startled. Patience has a sultry, come-hither look
in her eye, her VOICE has a lower, sexier tone.

LONE

Excuse me?
She shudders. The sexy expression turns to one of shock and
anxiety -- what has she done? Then, vamping:

PATIENCE

I want you, um, to forgive me. For hitting you
like that.

LONE

No need -- woman living alone, you can't take any
chances.

(CONTINUED)





39.





CONTINUED:

PATIENCE nods unsurely, starts to retreat into the apartment.
LONE thinks, calls out to her.

LONE

Listen, I was gonna grab a cup of coffee...

CUT TO:





INT. COFFEE SHOP - DAY

LONE and PATIENCE move from a COUNTER with COFFEE CUPS in
hand. Patience has cleaned up, dressed a little sexier than
usual -- she looks good.

PATIENCE

So, did you always want to be a policeman?
(beat, rolling her eyes)
God, listen to me, Conversation 101.

LONE

(a laugh)
Hey, we gotta start somewhere. Actually, when I
was a kid, I wanted to be a rock star.
They take seats at a small table.

LONE

I was kind of a delinquent back then, got into some
trouble. There was a cop who helped me out. Made
a difference. I figured... maybe I could do the
same.

PATIENCE

Plus you can still get into trouble.

LONE

Right, but for the good guys... So what do you do?
When you're not dumpster diving or cleaning
chimneys, I mean.

PATIENCE

Accounting. That is, I used to, I just lost my
job.

LONE

I'm sorry.

(CONTINUED)





40.





CONTINUED:


PATIENCE

Don't be, it was pretty dull. I guess when you get
down to it, I'm pretty dull.
Patience realizes she's not making for a great first date.

PATIENCE

Let me start over. It's just... I never got into
any trouble or anything --

LONE

Come on, never?

PATIENCE

Well, when I was little, but -- after I lost my
folks I... I guess I turned into sort of a scaredy-
ca -- um, pretty risk-averse.

LONE

That's not a bad thing. It's a pretty dangerous
world.

PATIENCE

Sometimes I just wish I was less of a wimp.

LONE

You're not afraid to admit you're afraid -- that
takes guts.

PATIENCE

It does?

LONE

Most women I know pretend to be tougher than they
really are.
(beat)
Listen... if you ever need someone -- to look out
for you, keep an eye on --
(changing tack)
-- or whatever -- I'm available.
He pulls a card from his wallet, passes it to her.

PATIENCE

Wow.

(CONTINUED)





41.





CONTINUED:


LONE

(catching himself)
Oh hey, I didn't mean that to sound like a come-on

--


PATIENCE

(disappointed)
Oh.

LONE

I mean, unless you...
(rising)
I'm just going to shut up now and go.

PATIENCE

See you around.

LONE

Yeah, you will.
He gives her a wave and heads out of the coffee shop. A
broad smile spreads over Patience's face.

CUT TO:





EXT. AVENAL FACTORY - DAY

LAUREL'S SMILING FACE on a BILLBOARD. It's only there for a
moment, quickly plastered over with --
A NEW BILLBOARD featuring DRINA'S FACE. We're outside a
dramatic, gated industrial COMPLEX, TRUCKS with the AVENAL
LOGO, a sprawling CHEMICAL FACTORY at the center.







INT. AVENAL FACTORY - GEORGES' OFFICE - DAY

HUGE VATS, DUCTS, PIPES, etc., it's a busy, VERY NOISY
environment. CAMERA FINDS GEORGES' OFFICE, large windows
overlooking the factory floor.
INSIDE, behind the thick windows, it's SILENT. This is a
hard, masculine space, all steel and wood.
GEORGES stands by a table, WESLEY and ANGEL at his side; IVAN
NEVSKI, 50s, a smoldering Russian scientist, is showing them

--




MEDICAL PHOTOS of people's faces, the eyes covered with black
BARS -- the skin is BLOTCHED, lumpy, something very wrong.

(CONTINUED)





42.





CONTINUED:

GEORGES flips through these quickly, his tone frustrated.

GEORGES

Okay, with too much YP-3 you get side-effects --
but too much of anything is bad for you -- tap
water, sunshine, cigarettes --

ANGEL

It's like leprosy or something...

GEORGES

The point is, now that we've adjusted the formula,
Beaunique works. Plumps the skin, removes
wrinkles, leaves a nice rosy glow -- it's perfectly
safe now, my own wife uses it...
His voice trails off as he considers this fact. He glances
at the medical pictures, puts them aside. Airy denial:

GEORGES

You want to be beautiful, you've got to make
certain sacrifices. I mean, look at Botox, women
are lining up to get their faces paralyzed.
NEVSKI has been doing a slow burn, now blurts out:

NEVSKI

Enough! Pretending my YP-3 is only for your
cosmetics, feh! You've known about these "side-
effects" from the start, they are not side-effects
at all --

GEORGES

What? You're not making sense --

NEVSKI

I thought I'd left this sort of madness behind me -
- then I find out you've been in contact with
Xavier Bartok --

GEORGES

I've never heard of the man.

(CONTINUED)





43.





CONTINUED:


NEVSKI

I still have connections. You
may have used me, but I am not
a fool.

GEORGES

Doctor Nevski, is it possible you've gone insane?
NEVSKI spins on his heel and storms out.

ANGEL

Russians, sheesh.

GEORGES

As if I don't have enough on my mind.
GEORGES moves to a nearby SHREDDER. He starts feeding in the

MEDICAL PHOTOS.


GEORGES

Changes are going to have to
be made... and change can be
painful.
He glances at a MAGAZINE AD lying on his desk.

GEORGES

It isn't easy to eliminate an established brand...
Finished shredding the medical photos, he picks up the
AD -- it's an AD for BEAUNIQUE, featuring LAUREL'S FACE.

WESLEY

Sir, are you seriously thinking of recalling
Beaunique --?

GEORGES

I'm not talking about Beaunique.



He slips the AD into the SHREDDER. CLOSE -- as the machine
turns THE AD into CONFETTI, we hear the VOICE of LAUREL

AVENAL OVER:


LAUREL (V.O.)

A famous poet once said, beauty is truth, truth
beauty...

CUT TO:





44.





EXT. URBAN PARK - DAY

A HOMELESS CAMP -- tents, boxes, etc. -- nearby. BAG LADIES
stand in a line near MAKE-UP STOOLS, AVENAL GIRLS are busy
painting their faces, doing their best.

LAUREL (O.S.)

...or maybe it's the other way around...
FIND LAUREL AVENAL at a TABLE with a BANNER: "AVENAL CARES."
VIDEO CAMERAS are trained on her as she signs POSTERS,
PERFUME BOXES, etc. while talking into a MIC.

LAUREL

The point is, everyone deserves to look in the
mirror and feel good about themselves. Be we rich
or poor, we all must strive to be more beautiful
than we can be...
A PROCESS SERVER in a suit with a briefcase reaches Laurel,
places a stack of papers in front of her. She starts to sign
automatically, then stops, turns off the mic.

LAUREL

What is this?

PROCESS SERVER

Laurel Avenal, I am hereby serving you with a
restraining order.

LAUREL

What?

PROCESS SERVER

You are not to set foot within one hundred yards of
any property owned or occupied by Avenal Beauty
Corporation or any of its subsidiaries or
affiliates.

LAUREL

I -- this must be some sort of mistake --

PROCESS SERVER

You will, however, have sixty days to remain in
residence at the Avenal estate, at the end of which
time you and all your personal property must be --

(CONTINUED)





45.





CONTINUED:


LAUREL

(a desperate cry)
Georges Avenal is my husband!
The man pulls another document from his briefcase.

PROCESS SERVER

That brings me to this petition for divorce...
LAUREL looks shell-shocked. A CAMERA FLASHES. She turns and
manages to force a stiff, trembling smile for the
photographer. CAMERA FLASHES again, WHITING OUT the frame --

IRIS DOWN TO:





INT. PATIENCE'S APARTMENT - NIGHT

PATIENCE'S SLEEPING FACE. She stirs, stretches.
WIDER, she's lying on top of a BOOKCASE in a twisted, awkward
position. MIDNIGHT jumps up and brushes against her.
CLOSE ON PATIENCE'S EYES -- they FLY OPEN, GOLD-FLECKED and
(for a moment) ELLIPTICAL.
PATIENCE -- now pure CATWOMAN -- springs down gracefully and
scans the dark apartment. She stretches her limbs
languorously, licks her lips. She flexes her fingers,
watching appreciatively as her CLAWS EMERGE.
She reaches out and SPEARS LONE'S CARD on a fingernail,
regards it as she picks up the receiver. With another CLAW
she unhesitatingly punches in the number. When she speaks,
after a beat, her voice is throaty, sexier -- whenever she's
Catwoman, she'll talk this way. During the following, she
toys with the long PHONE CORD like a cat.




PATIENCE/CATWOMAN

(on phone)
Mmm, too bad you're not there... guess I'll have to
go out and play by myself.
She tosses the receiver aside and prowls the room, moving
casually atop the back of the couch, from there to other
pieces of furniture and the counter, hops down to the floor.
She studies the place as if seeing it for the first time.

(CONTINUED)





46.





CONTINUED:


PATIENCE/CATWOMAN

What a dump.
PATIENCE plucks at the clothing she wears, frowning. She
opens a DRESSER DRAWER and PAWS through the contents, like a
cat digging in a litterbox, SHREDDING the clothes.

PATIENCE/CATWOMAN

Ugh -- please -- frowsy --
She moves to a closet, throws open the door, rifling through
the outfits, RIPPING them to bits, hurling them aside.

PATIENCE/CATWOMAN

Damn, I haven't got a thing to wear!
True -- she's emptied and trashed the closet, SLAMS the door.

CUT TO:





EXT. SHOPPING DISTRICT - NIGHT


MULTIPLE ALARMS RING.

QUICK CUTS of STOREFRONTS, WINDOWS SMASHED -- the SHOE STORE,
the LINGERIE STORE, the WESTERN WEAR SHOP, the TRENDY
BOUTIQUE. The MANNEQUIN that had displayed the Gaultier
knock-off is now NAKED.

CUT TO:








EXT. TRENDY CLUB - NIGHT

THRONGS out front behind the velvet ropes. All eyes turn
toward an approaching FIGURE whom we don't see at first...
LOW ANGLE -- a sleek pair of black patent leather BOOTS
appears. A purring rendition of a familiar children's tune:

CATWOMAN

And the cat came back, the very next day...
MOVE UP SLOWLY to reveal the rest of the ensemble -- long
legs in BLACK TIGHTS, the short SKIRT and bodice TOP of the
dress. A WHIP is wrapped around her waist, the tip dangles
almost like a tail. Her stride is confident, sexy.

(CONTINUED)





47.





CONTINUED:


CATWOMAN

The cat came back, they thought she was a goner...
Her arms are encased in long, satiny BLACK GLOVES. A half
MASK with eyeholes and subtle cat's ears covers the top half
of her face, her hair falls free like a mane behind.

CATWOMAN

But the cat came back, she just wouldn't stay awa-
a-ay...
CATWOMAN -- the former PATIENCE PRICE -- comes to a stop in
front of the slack-jawed BOUNCER.

CATWOMAN

What's the word I'm looking for? Oh yes... Meow.
So saying, she strokes a finger under the bouncer's chin --
CLOSE, the CLAW emerges from a SLIT in the glove's fingertip,
but doesn't draw blood.
THE BOUNCER recovers himself, unhooking the rope and stepping
aside. Catwoman strides past him into the club.




INT. TRENDY CLUB - NIGHT

Dramatic DECOR, throbbing MUSIC, DANCING TRENDIES. CATWOMAN
moves confidently through the club. PATRONS can't help but
stare, getting out of her path as she crosses the room.
RANDY and SANDY, the rude couple, are bellied up to the bar.
CATWOMAN slithers between them, almost unnoticed at first.
RANDY starts as something FLICKS against his back --
CATWOMAN holds the end of her WHIP/TAIL, smacking it lightly
against his rear end. He looks up at her.

CATWOMAN

Buy me a drink.
SANDY stares daggers at Catwoman with her drooling boyfriend,
but Catwoman ignores her, leaning close to the attentive
BARTENDER and almost whispering:

(CONTINUED)





48.





CONTINUED:


CATWOMAN

White Russian, no ice, hold the vodka and Kahlua.
The man blinks, retreats to fill the order. SANDY taps
Catwoman on the shoulder as she makes eyes at Randy.

SANDY

Excuse me. Excuse me, earth to slut -- he's taken.
Without looking at her, Catwoman COUGHS discreetly into her
hand, then drops something in SANDY'S martini glass

-- SPLASH.

CLOSE -- a FURBALL in the woman's drink.
SANDY backs away, making a horrified noise.

SANDY

Euw!
The bartender produces a SHOT-GLASS full of cream.

BARTENDER

Cream, straight up.
Catwoman knocks this back, licks white residue from her lips.

CATWOMAN

Let's dance.
She grabs RANDY by the lapel and drags him toward the dance
floor -- not that he needs a lot of encouragement.
CATWOMAN shoves the man onto the dance floor ahead of her.
She begins to writhe sensuously to the music, instantly the
center of attention. Catwoman's distinctive movements
combine catlike grace with acrobatics and martial arts.



RANDY does his best to keep up. He moves near, puts his
hands on her ass. She hisses:

CATWOMAN

Don't touch my tail.
CATWOMAN pulls her WHIP from around her waist, FLICKS it in
the air -- Randy backs off. But Catwoman swings the whip so
that the braided leather wraps repeatedly around his torso.

(CONTINUED)





49.





CONTINUED:

She pulls him against her, clutches his butt -- then PUSHES
HIM AWAY, spinning him out on the whip like a top -- his
TROUSERS have been SHREDDED, the belt SLICED. His pants drop
to his ankles, he stumbles back in his loud bikini underwear,
losing his balance and falling. THE CROWD reacts, laughter.

BOUNCER

That's enough for one night, honey.
HE LUNGES at her from behind, but she drops down and slithers
out of his grasp -- it's like she's vanished into thin air --
then CATWOMAN rises behind him, plants a foot in his ass --
-- and boots him into the DJ'S STATION -- CRASH! MUSIC

STOPS.

MORE CLUB GOONS appear from the back, approach angrily.

CATWOMAN

Guess the party's over.
CATWOMAN springs upward, atop a BANK OF SPEAKERS. She moves
with incredible agility, near the roof of the club, from the
speakers to a LIGHT RIG -- she leaps and grabs a MIRROR BALL,
which SWINGS and deposits her close to the door.




EXT. TRENDY CLUB - NIGHT

CATWOMAN hurls open the front doors, kicks aside the velvet
rope. She addresses the impatient CROWD:

CATWOMAN

C'mon in, wanna-bes! Free drinks!
THE CROWD stampedes the door. Catwoman struts away down the
sidewalk, recoiling the whip around her waist.



A couple of CLUB GOONS make it past the throng. CATWOMAN,
moving onto a highway OVERPASS, notes she's being pursued.
She puts a hand on the railing, and casually VAULTS OVER --
THE GOONS rush to the side, look out to see --




EXT. HIGHWAY - NIGHT

CATWOMAN strutting confidently down the narrow GUARDRAIL
between the two directions of SPEEDING TRAFFIC.




(CONTINUED)





50.





CONTINUED:

She could be out for an evening stroll, ignoring the
SCREECHING BRAKES, HORNS, and STARTLED DRIVERS. She gives
them a wave without bothering to look over her shoulder.




EXT. TENEMENT ROOFTOP - NIGHT

A CHICKEN-WIRE DOOR explodes open and a FLOCK OF PIGEONS
ROCKETS OUT of a COOP AT CAMERA.
CATWOMAN emerges in a CLOUD OF FEATHERS, brushing a few stray
ones off her outfit, with a cat-that-ate-the-canary smile.
She cocks her head, listening in different directions for a
new source of amusement -- snippets of VOICES, MUSIC,
PLUMBING SFX, passing VEHICLES... it's like tuning a radio.
Then she picks up a distant TINKLE of breaking GLASS --







INT. JEWELRY STORE - NIGHT

Dimly lit, an older, discount place. THIEF #1 methodically
breaks DISPLAY CASES with a wrapped hammer, snatches up the
contents -- necklaces, rings, etc. -- stuffing them into a

BAG.

As he moves, a SHADOWY FIGURE -- CATWOMAN -- moves with him,
looking over his shoulder, close enough to touch but unseen.
Each time he turns his head, she has just slinked out of his
view -- her timing is impeccable.
THIEF #2, with a SHOTGUN, stands guard over a blindfolded,
bound-and-gagged NIGHT WATCHMAN. CATWOMAN appears on the
periphery of his vision, but when he turns his head she's
disappeared behind a case -- she emerges on the other side
just before he turns back.
THIEF #3 is at work on a LOCKED STEEL CASE of DRAWERS
with a BLOWTORCH and TOOLS. CATWOMAN STEPS LIGHTLY across
the CASE above him, he looks up -- but there's nobody there.
He returns to his work, gets the CASE open and pulls out a
DRAWER revealing a RACK full of glittering DIAMONDS.

CATWOMAN (O.S.)

Oooh, pretty.
THE THREE THIEVES spin, looking around --




THIEF #1

Up there!

(CONTINUED)





51.





CONTINUED:

THIEF #2 aims his SHOTGUN at --
CATWOMAN, perched on a narrow LEDGE at the ceiling moulding.
She VAULTS down just as he FIRES, a SPRAY OF PLASTER.
THIEF #2 pumps his shotgun, looking around frantically.

THIEF #2

What the hell was that?!
CATWOMAN springs out from behind a DISPLAY CASE, gives Thief
#2 a roundhouse KICK in the head that sends the man into a
wall, knocking him cold.
THIEF #1 pulls a HANDGUN, but the END OF THE WHIP wraps
around it in a flash, yanks it from his hand.
CATWOMAN SNAPS HER WHIP at Thief #1 and Thief #3, backing
them into a corner. As she passes the tied-up GUARD, she
uses her claws to SLASH his ropes. In time with WHIP CRACKS

--


CATWOMAN

You boys -- thought you could just barge -- in here
and take -- all these beautiful things -- that
don't belong to you...
The guard quickly tears off his GAG and BLINDFOLD, untying
his own feet, then picks up the fallen handgun and trains it
on the thieves. We hear POLICE SIRENS APPROACHING.
CATWOMAN meanwhile swiftly gathers up fallen jewels, sweeping
them into the swag bag. She pauses for a moment, thoughtful.

CATWOMAN

(to herself)
What a lovely idea.



With lightning speed, she vanishes out the back with the bag.
THE GUARD, totally focused on the thieves, doesn't even
register she's gone. THIEF #3 points --

THIEF #3

Hey...




EXT. JEWELRY STORE ALLEY - NIGHT

CATWOMAN bounds out the exit, leaps atop BOXES, onto a window
A/C UNIT, which totters with her weight, just
as --

(CONTINUED)





52.





CONTINUED:

AN UNMARKED SEDAN screeches to a halt, and TOM LONE leaps
out, GUN ready. He trains it on CATWOMAN --

LONE

Freeze!
CATWOMAN freezes. She blinks down at LONE, he's got a clean
shot at her. She cocks her head, licks her lips.

CATWOMAN

You are cute.
LONE blinks at this uncommon response to a pointed weapon,
continues to play it by the book.

LONE

I'm a police officer!

CATWOMAN

Bet you look sweet in uniform. And such a big
gun...

LONE

I, I -- Come down here, now!

CATWOMAN

Obviously you don't know much about cats. I come
when I want, not when I'm told.
With that, she SPRINGS to the rooftop -- the force of her
leap knocks the A/C free of the window, LONE has to dive out
of the way as it CRASHES to the ground.




EXT. ROOFTOPS/CITY STREETS - NIGHT

CATWOMAN, silhouetted against the sky, is having a great
time, leaping from building to building, scrambling across
rooftops. POLICE SIRENS recede in the distance.

DISSOLVE TO:








EXT. ZOO - DAWN

THE SUN is rising. PAN OVER a couple of GLITTERING JEWELS in
the dirt. FIND CATWOMAN in the GOLDEN MORNING LIGHT, curled
against what looks like a TIGER-SKIN PILLOW. She stirs and
groans in her sleep, like someone waking with a hangover.

(CONTINUED)





53.





CONTINUED:

She blinks and frowns at the SUNLIGHT. Where am I? She sits
up and realizes -- she was sleeping against the belly of the
BENGAL TIGER, lying on his side in his sunken ENCLOSURE.
CATWOMAN SHRIEKS and leaps to her feet, terrified, yanks OFF
HER MASK. With the daylight, she's back to being plain old
PATIENCE. She looks down in shock at her revealing outfit;
the swag bag is looped into the whip around her waist.
She's awakened the TIGER. Patience lets out another
frightened CRY as he eyes her, no longer recognizing her as a
friend. The tiger GROWLS, gets to his feet menacingly,
starts moving in for the kill.
PATIENCE scrambles for a heavily LATCHED DOOR, which she
frantically wrestles to open, getting through and SLAMMING IT
just as the TIGER LUNGES --

CUT TO:





INT. EDNA'S HOME - KITCHEN - DAY

A KITTEN pounces on a CAT TOY.

PATIENCE

-- but this time, it was like the tiger wanted to
kill me...
MOVE TO FIND PATIENCE, seated at Edna's kitchen table,
finishing her tale. She's in tight-fitting jeans, RIPPED
along the sides, a cut-off top revealing her midriff. Safety
pins hold the outfit together, but it looks good on her.
EDNA is pulling out teacups, a TEAKETTLE on the burner.

EDNA

You were afraid -- you became its prey. The tiger
shredded your clothes?




PATIENCE

No, I did that myself. I mean, I remember doing
it, but it wasn't really -- you know -- me. God, I
don't understand what's happening.

EDNA

I'm not sure how to put this -- it may be hard for
you to accept -- but I'm something of an expert in
these matters --

(CONTINUED)





54.





CONTINUED:


PATIENCE

What matters?

EDNA

Vampirism, lycanthropy... feligyny.

PATIENCE

(lost)
Um...

EDNA

Feles, Latin for cat. Gynos, Greek for female.
I'm a professor of folklore and mythology -- that
is, I used to be, until I was denied tenure. They
said my work was frivolous, but it was an all-male
department, and -- well, it's a long, sordid story

--


PATIENCE

Edna, please. Can we talk about me?

EDNA

Oh, yes. The other night... I think you may
have... had an accident. A very serious accident.
Fatal.

PATIENCE

(as if to a child)
But -- I'm not dead.

EDNA

Not anymore, dear. After you died, you were
reborn. As a catwoman.
A dramatic WHISTLE. EDNA takes the TEAKETTLE off the stove.

EDNA

Mint or chamomile?



PATIENCE is beyond speech -- what Edna just said is
impossible, and yet makes sense to her.




INT. EDNA'S HOME - OFFICE - DAY

PAN OVER PRINT-OUTS, PAPERS, open BOOKS. A HIEROGLYPHIC of a
figure half-feline, half-female in a heavy TOME.

(CONTINUED)





55.





CONTINUED:


EDNA

The cult of catwomen dates back to Ancient Egypt,
where felines were first domesticated.
A SMALL CAT suddenly LEAPS INTO FRAME, staring UP AT CAMERA.
EDNA, in her reading glasses, and PATIENCE are seated before
the research material spread on her desk, cups of tea before
them. Edna patiently removes the CAT.

EDNA

Excuse me, Cicero.
ON PAPERS -- a DRAWING of the TEMPLE OF BAST.

EDNA

The temple of the Catgod, Bast. A Persian army
destroyed it in the fifth century BC.
EDNA's tone is sad, as if this memory were fresh and painful.

EDNA

Legend has it that the priestesses became the first
catwomen. The cats they'd worshipped -- Midnight's
ancestors -- each gave up one of its nine lives to
bring them back from the dead.
ON A BOOK, images of MEDIEVAL WITCHES with their cats.

EDNA

In the middle ages, cats and catwomen were regarded
as evil. Nonsense, of course, witches were just
single, independent women who broke society's
rules.
EDNA passes Patience --
A BLACK AND WHITE print-out of a blurry SURVEILLANCE SHOT of
SELENA KYLE, as seen in "Batman Returns."

EDNA

There were reports of a catwoman a while back on
the East Coast -- like many, she turned to a life
of crime -- but apparently she's disappeared or
died.

(CONTINUED)





56.





CONTINUED:

PATIENCE studies the photo.

PATIENCE

How many have there been?

EDNA

No one can be sure. I've found references
scattered through history, but catwomen tend to
lead solitary, secretive lives. Hard to blame
them, it seems most were murder victims.
PATIENCE has heard enough. She rises, freaked out.

PATIENCE

I was murdered? Why would anybody kill me? No, I
never did anything to... I don't want to break the
rules!
She moves out of the room, Edna follows.




INT. EDNA'S HOME - LIVING ROOM - DAY

PATIENCE paces, EDNA looks on sympathetically.

PATIENCE

She's like some demon, possessing me in the night,
but -- but I can keep it under control during the
day --

EDNA

Well, cats do sleep most of the day --

PATIENCE

When she takes over -- it's like, she just does
whatever she feels like, she doesn't care what
people think --




EDNA

Is that so bad?

PATIENCE

You don't understand -- I'm afraid she's going to
hurt someone -- or get me killed. Again.
PATIENCE is near tears. EDNA puts her arms around her.

(CONTINUED)





57.





CONTINUED:


PATIENCE

There's got to be a way to make it stop. Some kind
of, I don't know, garlic or wolfsbane or
something...

EDNA

(thinking)
A domestic cat can return to its natural state
effortlessly. But once a cat's gone feral, it can
never be tamed.

PATIENCE

Okay... that isn't helping.
EDNA pulls back, looks Patience in the eye.

EDNA

Relax a little, learn to live with your inner cat.
Even love her -- she has many admirable qualities
-- integrate her into your life. If you accept the
darker impulses, try to channel them -- maybe
she'll come to be domesticated --

PATIENCE

No. I'm going to fight her. I'm stronger than she
is --

EDNA

But you're only fighting yourself --

PATIENCE

-- and I'm going to win.
Patience heads out the door. Edna shakes her head; Patience
isn't getting it.




EXT. JEWELRY STORE - DAY




POLICE TAPE across the entrance to the storefront. PATIENCE
approaches warily, looking around to make sure no one's
watching, nervous as hell. She sees an elderly JEWELER and a
UNIFORM COP through the window.
Patience withdraws a PAPER BAG from under her coat. She
drops this beyond the police tape, KNOCKS on the door and
RUNS. THE JEWELER comes out, looks down on the ground. He
picks up the bag -- and sees the word "SORRY!" written on the
paper. Opening the bag, he finds --
THE DIAMONDS AND JEWELS that Catwoman stole.




58.





EXT. PATIENCE'S BUILDING - ALLEY - DAY

PATIENCE comes out of a back door of her building with a
GARBAGE BAG, still looking around nervously, moving toward
the dumpster in the alley. She tosses in the bag --
ANGLE IN DUMPSTER, the BAG spills open to reveal pieces of
the CATWOMAN OUTFIT.
PATIENCE moves back for the door --

LONE (O.S.)

We've got to stop meeting like this.
She spins to see TOM LONE approaching from his sedan, parked
in a LOT off the alley. PATIENCE is wary of him now, but he
seems casual, smiling. She glances at the dumpster
anxiously, he follows her sight-line, snooping as always.

LONE

Doing some spring cleaning?

PATIENCE

Emptying the catbox, actually.
LONE quickly takes a step back from the dumpster.

LONE

So -- that was a... surprising message you left for
me.

PATIENCE

(embarrassed)
Oh, well, uh -- musta been my cold medication
talking.
She sniffles and coughs unconvincingly.

LONE

Well anyway, if you still wanted to get together --
maybe we could get a bite to eat Friday night?
PATIENCE pretends to think it over.

PATIENCE

Yeah, maybe...




INT. PATIENCE'S APARTMENT - DAY

PATIENCE dances with MIDNIGHT, overcome with joy. She holds
the cat at arm's length, sings a TUNE of her own making:

(CONTINUED)





59.





CONTINUED: