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                          THE DARK KNIGHT

          
                             Written by

                 Jonathan Nolan & Christopher Nolan
          

          
                             Story by

                  Christopher Nolan & David S. Goyer

          
                         Batman created by

                             Bob Kane




         
          BURNING. Massive flames. A dark shape emerges- The BAT
          SYMBOL. Growing. Filling the screen with BLACKNESS.

                                                       CUT TO:
          DAYLIGHT. Moving over the towers of downtown Gotham...
          Closing in on an office building... On a large window...
          Which SHATTERS to reveal-

          INT. OFFICE, HIGH RISE -- DAY

          A man in a CLOWN MASK holding a SMOKING SILENCED PISTOL
          ejects a shell casing. This is DOPEY. He turns to a second
          man, HAPPY, also in clown mask, who steps forward with a
          CABLE LAUNCHER, aims at a lower roof across the street and
          FIRES a cable across. Dopey secures the line to an I-beam
          line- CLAMP on- sends a KIT BAG out then steps OUT the
          window...

          EXT. HIGH-RISE -- DAY

          ...into space. The men SLIDE across the DIZZYING DROP...
          landing on the lower roof across the street.

          EXT. DOWNTOWN GOTHAM -- DAY

          A MAN on the corner, back to us, holding a CLOWN MASK. An
          SUV pulls up. The man gets in, puts on his mask. Inside the
          car- two other men wearing CLOWN MASKS.

                                GRUMPY
                      Three of a kind. Let's do this.
          One of the Clowns looks up from loading his automatic weapon.

                                   CHUCKLES
                      That's it?     Three guys?

                                GRUMPY
                      There's two on the roof. Every guy
                      is an extra share. Five shares is
                      plenty.

                                CHUCKLES
                      Six shares. Don't forget the guy who
                      planned the job.

                                GRUMPY
                      Yeah? He thinks he can sit it out
                      and still take a slice then I get why
                      they call him the Joker.
          Grumpy cocks his weapon. Bozo pulls the car over in front of
          the GOTHAM FIRST NATIONAL BANK.

          

                                                                      2.

          

          

          EXT. ROOFTOP, BANK -- CONTINUOUS

          Dopey PRIES open an access panel-

                              HAPPY
                    Why do they call him the Joker?

                              DOPEY
                    I heard he wears make-up.

                                 HAPPY
                    Make-up?
          Dopey pulls out thick bundles of blue CAT 5 cables.

                                DOPEY
                    Yeah.    To scare people.    War paint.

          EXT. BANK -- CONTINUOUS

          Grumpy, Chuckles and Bozo get out of the car and march into
          the bank CARRYING ASSAULT RIFLES-

          INT. BANK -- DAY

          The Security Guard looks up- Grumpy FIRES into the ceiling.
          Customers SCREAM. Chuckles CRACKS the Security Guard.
          As Grumpy and Bozo round up the hostages, one of the TELLERS
          presses a button mounted beneath her window- a SILENT ALARM.

          EXT. ROOFTOP -- DAY

          Dopey watches the alarm PING his handheld.

                              DOPEY
                    Here comes the silent alarm.
                        (touches a button)
                    And there it goes. That's funny.      It
                    didn't dial out to 911- it was
                    trying to reach a private number.
          Behind him, Happy RAISES his silenced HANDGUN.

                              HAPPY
                    Is it a problem?

                                 DOPEY
                    No, no.     I'm done here.
          Happy SHOOTS. Dopey SLUMPS. Happy picks up his bag and
          FORCES OPEN the roof access door...

          INT. STAIRWELL, BANK -- DAY

          ...and speeds down the stairs, to the basement.      He SLAMS
          open the door...

          

                                                                   3.

          

          

          INT. VAULT ROOM, BANK -- DAY

          ...and comes face to face with a huge VAULT.

          INT. LOBBY, BANK -- DAY

          Bozo and Grumpy move down the line of hostages- Bozo hands
          each Hostage OBJECTS from a bag. A GRENADE. Grumpy follows,

          PULLING THE PINS.

                              GRUMPY
                    Obviously, we don't want you doing
                    anything with your hands other than
                    holding on for dear life.
          BLAM. Chuckles is BLOWN OFF HIS FEET- Grumpy and Bozo DIVE
          for cover- the Bank Manager steps out of his office, SHOTGUN
          in hand. Hostages SCRAMBLE, CLINGING their grenades...

          INT. VAULT ROOM, BANK -- DAY

          Happy CLAMPS a DRILL to the vault- the bit SPINS- SLIDES into
          the metal door- a BOLT of ELECTRICITY RIPS THROUGH THE DRILL,

          THROWING HAPPY TO THE FLOOR-

          INT. LOBBY, BANK -- DAY

          Grumpy and Bozo cower as the Bank Manager FIRES again.

                              GRUMPY
                    He's got three left?
          Bozo raises TWO fingers. Grumpy squeezes off a SHOT. The
          Bank Manager FIRES. FIRES again. Grumpy looks at Bozo, who
          nods. Grumpy JUMPS UP.
          The Bank Manager FIRES- Grumpy GRUNTS as buckshot CLIPS his
          shoulder. FALLS. The Bank Manager moves in for the kill,
          FUMBLING for new shells. Bozo STANDS- SHOOTS him.
          Bozo picks up the shotgun. Grumpy checks his wound- it's
          superficial. He struggles to his feet.

                              GRUMPY
                    Where'd you learn to count?!
          Bozo's mask stares him down. Grumpy heads for the stairs in
          the back. Bozo starts loading fresh shells into the shotgun.

                              BANK MANAGER
                    You have any idea who you're stealing
                    from? You and your friends are dead.
          Bozo looks down at him.   Says nothing.

          

                                                                    4.

          

          

          INT. VAULT ROOM, BANK -- DAY

          Happy at the vault door, barefoot, turning the tumblers with
          hands stuffed into his SNEAKERS. Grumpy walks in.

                              HAPPY
                    They wired this thing up with 5,000
                    volts. What kind of bank does that?

                              GRUMPY
                    A mob bank. Guess the Joker's as
                    crazy as they say.
          Happy shrugs.   Grips the WHEEL BOLT and SPINS it.

                              GRUMPY
                    Where's the alarm guy?

                              HAPPY
                    Boss told me when the guy was done I
                    should take him out. One less share.

                               GRUMPY
                    Funny, he told me something
                    similar...
          Happy FREEZES. The wheel SPINS to a STOP- the vault DOOR
          CLUNKS OPEN- Happy GRABS for his weapon- SPINS to see Grumpy
          SHOOT. Grumpy steps over Happy into the vault...

          INT. VAULT, BANK -- DAY

          ...which is filled with an eight-foot MOUNTAIN OF CASH.

          INT. LOBBY, BANK -- DAY

          Grumpy walks into the lobby, straining under several DUFFELS
          filled with cash. He DUMPS them. Looks at Bozo. LAUGHS.

                              GRUMPY
                    C'mon, there's a lot to carry...

          INT. LOBBY, BANK -- DAY

          Bozo walks back into the lobby with two more DUFFELS.   Sets
          them down on an ENORMOUS PILE. Grumpy looks at it.

                              GRUMPY
                    If this guy was so smart he would
                    have had us bring a bigger car.
          Grumpy JABS his pistol in Bozo's back.   Takes his weapon.

                              GRUMPY
                    I'm betting the Joker told you to
                    kill me soon as we loaded the cash.

          

                                                                      5.

          

          

                              BOZO
                        (shakes head)
                    No. I kill the bus driver.

                              GRUMPY
                    Bus driver? What bus-
          Bozo steps backwards. SMASH. Hostages SCREAM as the TAIL
          END OF A YELLOW SCHOOL BUS ROCKETS through the front of the
          bank, SLAMMING Grumpy into the teller's window.
          Bozo picks up Grumpy's weapon. Another clown OPENS the rear
          door of the bus. Bozo SHOOTS him. Then loads the bags onto
          the bus. The wounded Bank Manager watches him. In the
          distance: SIRENS.

                              BANK MANAGER
                    Think you're smart, huh? Well, the
                    guy who hired you's just do the same
                    to you...
          Bozo slowly shakes his head.

                              BANK MANAGER
                    Sure he will. Criminals in this town
                    used to believe in things...
          Bozo turns back to the Bank Manager.   Crouches over him.

                              BANK MANAGER
                    Honor. Respect. What do you
                    believe, huh? What do you bel-
          Joker slides a GRENADE into the man's mouth.   A PURPLE THREAD
          is knotted around the pin.

                              THE JOKER
                    I believe that what doesn't kill
                    you...
          Bozo PULLS off his MASK. The Bank Manager GASPS. In the
          reflections of the glass DEBRIS behind the Bank Manager we
          see GLIMPSES of a SCARRED MOUTH and CLOWN MAKEUP. THE JOKER.

                              THE JOKER
                    ...simply makes you stranger.
          The Bank Manager's eyes go wide. The Joker rises, strolls
          towards the bus, the purple thread attached to the grenade
          pin UNRAVELLING FROM THE PURPLE LINING of his jacket as he
          walks. The Joker climbs into the bus, SHUTS the rear door,

          TRAPPING THE PURPLE THREAD...

          EXT. SCHOOL, GOTHAM -- DAY

          Kids pour out, heading onto a long line of school buses.

          

                                                                     6.

          

          

          INT. BANK -- CONTINUOUS

          As the bus pulls out, the purple thread PULLS THE PIN-
          hostages scream and scurry away from the Bank Manager, who
          shakes with fear as, with a FIZZ, the grenade does not
          explode, but SPEWS RED SMOKE.

          EXT. BANK -- DAY

          The School Bus pulls free of the Bank wall and pulls out onto
          the street, SLIDING INTO THE LINE OF IDENTICAL BUSES HEADING
          PAST THE BANK. The buses trundle past COP CARS racing up the
          street... and we-

                                                    CUT TO:

          EXT. MOVING OVER GOTHAM -- NIGHT

          From the top of a brick building a SHAFT OF LIGHT comes on.

          EXT. VARIOUS LOCATIONS -- CONTINUOUS

          A PATROLMAN looks up at the BAT-SIGNAL.   Smiles. A DEALER
          standing beside a car spots the signal.   Steps back.

                               DEALER
                    No, man.   I don't like it tonight.

                              BUYER
                    What're you, superstitious? You got
                    more chance of winning the powerball
                    than running into him...

          INT. MAJOR CRIMES UNIT, GOTHAM CENTRAL -- NIGHT

          DETECTIVE RAMIREZ, female, rookie detective, 30's, makes
          coffee, watching a news show on the television.
          ON SCREEN: The host, MIKE ENGEL, lays into the MAYOR.

                              ENGEL
                    Mr Mayor, you were elected on a
                    campaign to clean up the city... when
                    are you going to start?

                              MAYOR
                    Well, Mike-

                              ENGEL
                    Like this so-called Batman- a lot of
                    people say he's doing some good
                    that criminals are running scared...
                    but I say NO. What kind of hero
                    needs to wear a mask? You don't let
                    vigilantes run around breaking the
                    law... where does it end?

                              (MOR E)

          

                                                                    7.
                              ENG EL (cont'd)
                    Yet, we hear rumors that instead of
                    trying to arrest him the cops are
                    using him to do their dirty work.

                              MAYOR
                    I'm told our men in the Major Crimes
                    Unit are close to an arrest.

                              RAMIREZ
                    Hey, Wuertz- the Mayor says you're
                    closing in on the Batman.
          WUERTZ looks up, listless.      Crumples up a paper.

                              WUERTZ
                    The investigation is ongoing.
          He throws the paper at the trash. It rebounds off a board
          headed 'BATMAN: SUSPECTS.' Lined with pictures: Abraham
          Lincoln. Elvis. The Abominable Snowman.

          EXT. ROOFTOP, MAJOR CRIMES UNIT -- NIGHT

          Ramirez comes out onto the roof. LIEUTENANT GORDON sits by a
          SEARCHLIGHT. She hands Gordon a cup of coffee.

                              RAMIREZ
                    Ever intending to see your wife
                    again, Lieutenant?

                              GORDON
                    I thought you had to go look after
                    your mother, detective.

                              RAMIREZ
                    They checked her back into hospital.

                                 GORDON
                    I'm sorry.

                              RAMIREZ
                        (making light)
                    Least there she's got someone round
                    the clock. Unlike your wife.
                        (looks at bat-signal)
                    He hasn't shown?
          Gordon gets up.   Looks into the sky at the bat-signal.

                              GORDON
                    Often doesn't. But I like reminding
                    everybody that he's out there.

                              RAMIREZ
                    Why wouldn't he come?

                              GORDON
                    Hopefully... Because he's busy.

          

                                                                   8.

          

          

          EXT. PARKING GARAGE -- NIGHT

          Two black SUV's pull onto the top floor. A large man emerges-
          the CHECHEN. A BODYGUARD points at the sky. The Chechen
          peers up at the BAT-SIGNAL. Shrugs.

                              CHECHEN
                    That's why we bring dogs.
          BODYGUARD 2 opens the back door- three enormous ROTWEILERS
          emerge, GROWLING. The Chechen crouches, KISSING the dogs.

                              CHECHEN
                    My little princes...
                        (to bodyguards)
                    The Batman's invisible to you
                    fools... but my little princes...
                    they can find human meat in complete
                    darkness.
          The Chechen moves to the second SUV, reaches in and DRAGS out
          a skinny, wild-eyed JUNKIE by his hair.

                              JUNKIE
                        (babbling)
                    No! No get 'em off me!    Off me!
          The Chechen drags the Junkie towards a battered white van.
          The van's REAR DOORS OPEN... two armed THUGS emerge, carrying
          BARRELS... a third hovers in the dark interior.

                               CHECHEN
                    Look! Look what your drugs did to my
                    customers!

                              VOICE (O.S.)
                    Buyer beware...
          The figure emerges: SCARECROW.   Wearing his mask.

                              SCARECROW
                    I told your man my compound would
                    take you places. I never said they'd
                    be places you wanted to go.

                              CHECHEN
                    My business is repeat customers.

                              SCARECROW
                    If you don't like what I have to
                    offer, buy from someone else.
                    Assuming Batman left anyone else to
                    buy from.
          The Chechen frowns.   THE DOGS START BARKING.

          

                                                                     9.

          

          

                               BODYGUARD
                        (nervous)
                    He's here.
          A BURLY THUG at the periphery is suddenly SUCKED into the
          darkness. In his place a shadow straightens, revealing
          POINTED BAT-EARS against the glittering skyline.

                              CHECHEN
                    Come on, sonofbitch- my dogs are
                    hungry, pity there's only one of
                    you...
          A BODYGUARD to the side DISAPPEARS with a scream, and a
          SECOND BAT-SHADOW appears.
          The Chechen looks taken aback. Three more BAT-SHADOWS
          appear... even the dogs stop growling.
          BOOM! A hole appears in the SUV next to the Chechen. The
          first bat-shadow steps into the light carrying a SHOTGUN.
          CHAOS as men scatter and the rooftop erupts in GUNFIRE.    The
          Chechen TURNS as he hears one of his men SCREAM.

                              CHECHEN (CONT'D)
                    Loose the dogs!
          A Bodyguard releases the DOGS- they RACE, SALIVATING, into
          the darkness...
          The Dogs RACE towards a Bat-Shadow- the first dog LEAPS, gets
          its JAWS around the Bat-Shadow's throat...
          Scarecrow ducks behind the van- holes PUNCHED in the side by
          shotgun blasts right behind him. He starts to climb into the
          driver's seat-
          The muzzle of a shotgun is pressed to the back of his head- a
          bat-shadow is behind him- he SPRAYS him with FEAR TOXIN- the
          bat-shadow collapses to the ground, SCREAMING. The Cechnyan,
          cowering from gunfire, looks down at him.

                              SCARECROW
                    Not the real thing.

                              CHECHEN
                    How you know?

                              SCARECROW
                    We're old friends.
          A HUGE BLACK SHAPE SLAMS down onto a row of parked cars.    The

          BATMOBILE.

                              SCARECROW
                    That's more like it.

          

                                                                 10.

          

          
          The Chechen's men BLAST away at the front of the car: the
          bullets SPARK off its monstrous surface harmlessly...

          INT. BATMOBILE -- CONTINUOUS

          The cockpit is EMPTY. One of the screens reads "LOITER".
          The shooting STOPS. The screen switches to "INTIMIDATE"

          EXT. PARKING GARAGE -- CONTINUOUS

          The men STARE at the Batmobile for a quiet moment... BOOM!
          The Batmobile CANNONS blast cars all around the men-
          A bat-shadow lines up his shotgun on a running bodyguard-
          CLUNK- a BLACK GAUNTLET grasps the barrel and BENDS it
          upwards with a HOWL of tortured steel- the bat-shadow looks
          into the face of the Batman. The REAL BATMAN.
          The Bat-shadow STUMBLES BACKWARDS in terror, leaving the bent
          shotgun in Batman's hand. Batman OPENS his hand, revealing a
          PNEUMATIC MANGLE hidden in his palm-
          Batman bears down on the dogs mauling another bat-shadow-
          DRAWS his GRAPPLING GUN and SHOOTS his grapple into the fake
          Batman's leg and RIPS him from the dogs, one dog HANGING ON
          as Batman pulls the unconscious man away... the Chechen RUNS
          down the ramp towards the exit...
          As Batman KICKS the dog off the fake Batman- the Chechen gets
          into his SUV- another dog LOCKS ITS JAWS around Batman's
          forearm, RIPPING, TEARING- Batman SWINGS THE DOG OVER HIS
          HEAD- SMASHES it against the ground- its jaws OPEN...
          Batman rises, an engine RACES behind him- he can't turn in
          time- BLAM- he's SLAMMED sideways by the speeding van.

          INT. VAN -- CONTINUOUS

          Scarecrow, driving, NODS at him and hits the gas... Batman
          raises his hand, revealing his jointed mangle and pistons.
          The mangle STRAIGHTENS and ROTATES from his palm to the knife
          edge of his opened hand...
          Batman CHOPS straight through the windshield- pulls his hand
          out and CHOPS again- the mangle gets STUCK- Scarecrow steers
          towards a column...

          EXT. PARKING GARAGE -- CONTINUOUS

          Batman can't free himself- he turns a dial on his forearm
          piston- EXPLOSIVE BOLTS blow, freeing his gauntlet from the
          mangle- he ROLLS free of the van as it SCRAPES the column and
          barrels down the circular exit ramp.
          Batman rises. A phony batman lying on the ground watches as
          Batman climbs up to the edge of the ten-story corkscrew ramp
          and stands there, waiting for something.

          

                                                                    11.

          

          
          After a moment he JUMPS... and falls... ten stories...
          He's about to hit the exit ramp- the van appears- his cape
          POPS OPEN- he SLAMS into the roof, CRUSHING the cab.

          EXT. ROOFTOP, PARKING GARAGE -- MOMENTS LATER

          The Chechen's men are lined up against the wall, bound with
          zip-ties. So are the fake batmen. Batman DUMPS Scarecrow
          next to the three "Batmen", RIPS his mask off.

                              "BATMAN"
                    We're trying to help you!

                              BATMAN
                    I don't need help.

                              SCARECROW
                    Not my diagnosis.
          Batman silences Scarecrow with his boot.   Turns to "Batman"

                              BATMAN
                    Don't let me find you out here again.
          Batman moves towards the Batmobile.

                              "BATMAN"
                    You need us! There's only one of you-
                    it's war out here!
          Batman gets into the Batmobile.

                              "BATMAN"
                    What gives you the right?! What's
                    the difference between you and me?!
          As the Canopy hisses shut-

                              BATMAN
                    I'm not wearing hockey pads.
          The "Batman" looks down at his makeshift costume as the
          Batmobile ROARS past.

          EXT. BANK -- NIGHT

          LIEUTENANT GORDON ducks the barrage of SHOUTED QUESTIONS from
          press and picks his way into the lobby of the bank.

          INT. LOBBY, BANK -- NIGHT

          FORENSIC SPECIALISTS work the room. Ramirez hands Gordon
          PRINTS- indicates the surveillance cameras.

                              RAMIREZ
                    He can't resist showing us his face.

          

                                                                    12.

          

          
          Gordon looks at the grainy blow-up of THE JOKER'S FACE:
          sweating clown makeup plastered thick around the mouth.

                              GORDON
                    Put this out, by morning we can put a
                    big top over central holding and
                    sell tickets. What's he hiding under
                    that makeup?
          Gordon approaches a FORENSIC PHOTOGRAPHER shooting Grumpy's
          body. Gordon crouches to look at his clown mask. Batman
          steps from the shadows. Gordon nods at Ramirez.

                              RAMIREZ
                    Give us a minute, please, people!
          The Forensic team and Ramirez leave.    Gordon hands Batman the
          blow-up of the Joker.

                                 BATMAN
                    Him again.     Who are the others?

                              GORDON
                    Another bunch of small timers.
          Batman pulls a DEVICE from his belt- moves to the bundles of
          cash scattered near the clown's body. The device PINGS.
          Batman picks up a BUNDLE. Hands it to Gordon.

                              BATMAN
                    Some of the marked bills I gave you.

                              GORDON
                    My detectives have been making drug
                    buys with them for weeks. This bank
                    was another drop for the mob. That
                    makes five banks- we've found the
                    bulk of their dirty cash.

                              BATMAN
                    Time to move in.
          Gordon waves the photo.

                              GORDON
                    What about this Joker guy?

                              BATMAN
                    One man or the entire mob?    He can
                    wait.

                              GORDON
                    We'll have to hit all banks
                    simultaneously. SWAT teams, backup.
          Gordon holds up the bundle of banknotes.

          

                                                                    13.

          

          

                              GORDON
                    When the new DA gets wind of this,
                    he'll want in.

                              BATMAN
                    Do you trust him?

                              GORDON
                    Be hard to keep him out.
          Gordon bags the cash.

                              GORDON
                    I hear he's as stubborn as you.
          But Batman is already gone.

          INT. WAYNE PENTHOUSE -- MORNING

          Alfred walks past soaring downtown views as he carries a
          breakfast tray through the vast, empty penthouse. He stops,
          looking at a still-made bed. Alfred sighs, turns.

          EXT. RAIL YARDS -- MORNING

          Alfred gets out of the Rolls carrying a thermos. He walks
          towards a RAILWAY BRIDGE, stops at a FREIGHT CONTAINER
          sitting, lopsided, on blocks. Alfred unlocks the RUSTY
          PADLOCK AND CHAIN. Steps inside.

          INT. FREIGHT CONTAINER -- CONTINUOUS

          Alfred FUMBLES in the dark- bangs his elbow- A HISS as the
          FLOOR LOWERS... Alfred sinks down into...

          INT. BAT-BUNKER -- CONTINUOUS

          The container floor lowers on a giant PISTON. Alfred steps
          off into a large, LOW-CEILINGED CONCRETE CHAMBER. The
          Batmobile sits in the middle. Machines- 3d printers, power
          tools- dot the high-tech space. At one end, Wayne sits at a
          bank of monitors watching CCTV footage of the bank robbery.

                              ALFRED
                    Be nice when Wayne Manor's rebuilt
                    and you can swap not sleeping in a
                    penthouse for not sleeping in a
                    mansion.
          Alfred places a cup of coffee in front of Wayne, who is
          STITCHING up a cut on his arm.

                              ALFRED (CONT'D)
                        (takes needle)
                    When you stitch yourself up you make
                    a bloody mess.

          

                                                                 14.

          

          

                              WAYNE
                    But I learn from my mistakes.

                              ALFRED
                    You ought to be pretty knowledgeable
                    by now, then.

                              WAYNE
                    My armor... I'm carrying too much
                    weight- I need to be faster.

                              ALFRED
                    I'm sure Mr.Fox can oblige.
                        (looks at wound)
                    Did you get mauled by a tiger?

                              WAYNE
                    A dog.
                        (off look)
                    A big dog. There were more copycats
                    last night, Alfred. With guns.

                              ALFRED
                    Perhaps you could hire some of them
                    and take weekends off.

                              WAYNE
                    This wasn't exactly what I had in
                    mind when I said I wanted to inspire
                    people.

                              ALFRED
                    I know. But things are improving.
                    Look at the new District Attorney...
          Wayne indicates a monitor: a handsome MAN in a suit.

                              WAYNE
                    I am. Closely. I need to know if he
                    can be trusted.
          Alfred looks at other images- the D.A. at a meeting.
          Campaigning. Helping someone out of a cab: RACHEL.

                              ALFRED
                    Are you interested in his
                    character... or his social circle?

                              WAYNE
                    Who Rachel spends her time with is
                    her business.

                              ALFRED
                    Well, I trust you're not following me
                    on my day off.

                              WAYNE
                    If you ever took one, I might.

          

                                                                    15.

          

          
          Alfred bites the thread. Examines his stitches.      Looks at
          the SCARS criss-crossing Wayne's shoulders.

                              ALFRED
                    Know your limits, Master Wayne.

                              WAYNE
                    Batman has no limits.

                              ALFRED
                    Well, you do, sir.

                              WAYNE
                    I can't afford to know them.

                              ALFRED
                    And what happens the day you find
                    out?

                              WAYNE
                    We all know how much you like to say
                    'I told you so'.

                              ALFRED
                    That day, Master Wayne, even I won't
                    want to. Probably.

          INT. COURTROOM, SUPERIOR COURT -- DAY

          HARVEY DENT bursts into the courtroom.     Assistant D.A. RACHEL
          DAWES, look up, ANNOYED.

                              DENT
                    Sorry I'm late, folks.
          Rachel leans in to Dent, speaking under her breath.

                              RACHEL
                    Where were you?

                              DENT
                    Worried you'd have to step up?

                              RACHEL
                    I know the briefs backwards.
          Dent pulls a large silver dollar out of his pocket.     Grins.

                              DENT
                    Well, then, fair's fair: heads, I'll
                    take it. Tails, he's all yours.
          Dent FLIPS.   Shows it to Rachel- heads.

                              RACHEL
                    You're flipping coins to see who
                    leads?

          

                                                                      16.

          

          

                              DENT
                    My father's lucky coin. As I recall,
                    it got me my first date with you.

                              RACHEL
                    I'm serious, Harvey, you don't leave
                    things like this to chance.

                              DENT
                    I don't.
                        (sincere)
                    I make my own luck.
          Dent looks across at the defendant- SAL MARONI.

                              MARONI
                    I thought the DA just played golf
                    with the Mayor, things like that.

                              DENT
                    Tee-off's 1:30. More than enough
                    time to put you away for life, Sally.
          The BAILIFFS lead a THIN MAN into the witness box.    ROSSI.

          INT. COURTROOM, SUPERIOR COURT -- DAY

          Rossi takes a SIP of water.   Dent works the room.

                              DENT
                    With Carmine Falcone in Arkham,
                    someone must've stepped up to run the
                    so-called family.
                        (Rossi nods)
                    Is this man in the courtroom today?
                        (Rossi nods again)
                    Could you identify him for us,
                    please?
          Dent turns to Maroni, who is poker-faced.    Dent smiles.

                              ROSSI
                    You win, counselor.   It was me.
          Dent's smile disappears.   He turns back to Rossi.

                              DENT
                    I've got a sworn statement from you
                    that this man, Salvatore Maroni, is
                    the new head of the Falcone crime
                    family.

                              ROSSI
                    Maroni? He's a fall guy. I'm the
                    brains of the organization.
          LAUGHS from the gallery.   Dent turns to the JUDGE.

          

                                                                    17.

          

          

                              DENT
                    Permission to treat the witness as
                    hostile?

                               ROSSI
                    Hostile?   I'll show you hostile.
          Rossi JUMPS UP, points a GUN at Dent's face. SCREAMS from
          the gallery. Rossi PULLS the TRIGGER- the gun MISFIRES with
          a POP. Dent steps forward, grabs the GUN- DECKS Rossi with a
          RIGHT CROSS- unloads the GUN and sets it down in front of
          Maroni.

                              DENT
                    Ceramic 28 caliber. Made in China.
                    If you want to kill a public servant,
                    Mr. Maroni, I recommend you buy
                    American.
          Everyone STARES, open-mouthed, as Dent adjusts his tie.    The
          Bailiffs are wrestling Rossi from the box-

                              DENT (CONT'D)
                    But, your honor, I'm not done...

          INT. LOBBY, DENT'S OFFICE, DA'S -- DAY

          Rachel, excited, leads Dent through the lobby.

                              RACHEL
                    We'll never link the gun to Maroni,
                    so we can't charge him, but I'll tell
                    you one thing- the fact they tried to
                    kill you means we're getting to them.

                              DENT
                    Glad you're so pleased, Rachel.     I'm
                    fine by the way.
          Rachel turns to Dent.   Smooths his lapels.

                              RACHEL
                    Harvey, you're Gotham's D.A.- if
                    you're not getting shot at, you're
                    not doing your job.
                        (smiles)
                    'Course if you said you were rattled
                    we could take the rest of the day...

                              DENT
                    Can't. I dragged the head of the
                    Major Crimes Unit down here.

                              RACHEL
                    Jim Gordon? He's a friend- try to be
                    nice.

          

                                                                  18.

          

          

          INT. DENT'S OFFICE -- DAY

          Gordon stands as Dent enters.   The two men shake.

                              GORDON
                    Word is you've got a hell of a right
                    cross. Shame Sal's going to walk.

                              DENT
                    Well, good thing about the mob is
                    they keep giving you second chances.
          Dent picks up a bundle of bills from the heist.

                              DENT
                    Lightly irradiated bills. Fancy
                    stuff for a city cop. Have help?

                              GORDON
                    We liaise with various agencies-

                              DENT
                    Save it, Gordon.   I want to meet him.

                              GORDON
                    Official policy is to arrest the
                    vigilante known as Batman on sight.

                              DENT
                    And that flood light on top of

                    M.C.U.?

                              GORDON
                    If you have any concerns about...
                    malfunctioning equipment... take them
                    up with maintenance, counselor.
          Dent tosses the bills back onto his desk.    Annoyed.

                              DENT
                    I've put every known money launderer
                    in Gotham behind bars. But the mob
                    is still getting its money out. I
                    think you and your "friend" have
                    found the last game in town and
                    you're trying to hit 'em where it
                    hurts: their wallets. Bold. You
                    gonna count me in?

                              GORDON
                    In this town, the fewer people know
                    something, the safer the operation.

                              DENT
                    Gordon, I don't like that you've got
                    your own special unit, and I don't
                    like that it's full of cops I
                    investigated at internal affairs.

          

                                                                 19.

          

          

                              GORDON
                    If I didn't work with cops you'd
                    investigated while you were making
                    your name at I.A.- I'd be working
                    alone. I don't get political points
                    for being an idealist- I have to do
                    the best I can with what I have.
          Dent looks at Gordon.   Considering how to proceed.

                              DENT
                    You want me to back warrants for
                    search and seizure on five banks
                    without telling me who we're after?

                              GORDON
                    I can give you the names of the
                    banks.

                              DENT
                    Well, that's a start. I'll get you
                    your warrants. But I want your
                    trust.

                              GORDON
                        (rises)
                    You don't have to sell me, Dent.   We
                    all know you're Gotham's white
                    knight.

                              DENT
                        (grins)
                    I hear they've got a different
                    nickname for me down at M.C.U..
          Gordon smiles.

          INT. BOARDROOM, WAYNE ENTERPRISES -- DAY

          LUCIUS FOX, CEO of Wayne Enterprises, and the board listen to
          LAU, 40s, CEO of L.S.I. Holdings.

                              LAU
                    In China L.S.I. Holdings stands for
                    dynamic new growth. A joint Chinese
                    venture with Wayne Enterprises will
                    be a powerhouse.

                              FOX
                    Well, Mr.Lau, I speak for the rest of
                    the board, and Mr.Wayne, in
                    expressing our own excitement...
          The Chinese look to the head of the table: Wayne, ASLEEP.

          

                                                                 20.

          

          

          INT. HALLWAY, WAYNE ENTERPRISES -- DAY

          Fox shows Lau to the elevator. He's joined by, REESE, 30s,
          an ambitious M and A consultant lawyer.

                              LAU
                    It's OK, Mr.Fox. Everyone knows who
                    really runs Wayne Enterprises.

                              FOX
                    We'll be in touch as soon as our
                    people have wrapped up the diligence.
          The elevator doors close.   Reese frowns.

                              REESE
                    Sir, I know Mr.Wayne's curious how
                    his trust fund gets replenished but
                    frankly... it's embarrassing.
          Fox heads for his office, Reese in tow.

                              FOX
                    You worry about the diligence, Mr.
                    Reese. I'll worry about Bruce Wayne.

                              REESE
                    It's done- the numbers are solid.

                              FOX
                        (smiles)
                    Do it again. Wouldn't want the trust
                    fund to run out, would we?

          INT. BOARDROOM, WAYNE ENTERPRISES -- CONTINUOUS

          Wayne is standing by the window.

                              FOX
                    Another long night?
                        (Wayne smiles)
                    This joint venture was your idea, and
                    the consultants love it, but I'm not
                    convinced. L.S.I.'s grown 8 percent
                    annually, like clockwork. They must
                    have a revenue stream that's off the
                    books. Maybe even illegal.

                               WAYNE
                    OK.   Cancel the deal.

                              FOX
                        (looks at Wayne)
                    You already knew.

                              WAYNE
                    I needed a closer look at their
                    books.

          

                                                                    21.

          

          
          Fox looks at Wayne.    Wry.

                              FOX
                    Anything else you can trouble me for?

                              WAYNE
                    I need a new suit.

                              FOX
                        (looks him over)
                    Three buttons is a little nineties.

                              WAYNE
                    I'm not talking about fashion,
                    Mr.Fox, so much as function.
          Wayne pulls some diagrams.      Fox looks them over.

                              FOX
                    You want to be able to turn your
                    head?

                              WAYNE
                    Sure make backing out of the driveway
                    easier.

                              FOX
                    I'll see what I can do.

          INT. RESTAURANT -- NIGHT

          Rachel and Dent at a table.     Dent looks a little intimidated
          by the surroundings.

                              DENT
                    It took three weeks to get a
                    reservation and I had to tell them I
                    worked for the government.

                                 RACHEL
                    Really?

                              DENT
                    This city health inspector's not
                    afraid to pull strings.
          Rachel smiles. Then, over Dent's shoulder, she sees Wayne
          enter, accompanied by a beautiful woman.

                                 DENT
                    What?

                                 WAYNE
                    Rachel!     Fancy that.

                              RACHEL
                    Yes, Bruce. Fancy that.

          

                                                            22.

          

          

                              WAYNE
                    Rachel, Natascha.   Natascha, Rachel.

                              NATASCHA
                        (Russian accent)
                    Hello.

                              DENT
                    The famous Bruce Wayne. Rachel's
                    told me everything about you.

                              WAYNE
                    I certainly hope not.

                              RACHEL
                    Bruce, this is Harvey Dent.

                              WAYNE
                    Let's put a couple tables together.

                              DENT
                    I don't know if they'll let us-

                              WAYNE
                    They should! I own the place.

                              RACHEL
                    For how long? About three weeks?

                              WAYNE
                    How'd you know?

                              RACHEL
                    Natascha, aren't you...?

                              WAYNE
                    Prima ballerina for the Moscow
                    Ballet.

                              RACHEL
                    Harvey's taking me next week.

                              WAYNE
                    You're into ballet, Harvey?

                               RACHEL
                    No.   He knows I am.
          An extra table arrives.

          INT. SAME -- LATER

          They finish up dinner.

                              NATASCHA
                    No, come on- how could you want to
                    raise children in a city like this?

          

                                                            23.

          

          

                              WAYNE
                    I was raised here.   I turned out OK.

                              DENT
                    Is Wayne Manor in the city limits?
          Rachel gives Dent a withering look.

                              WAYNE
                    The Palisades? Sure. You know, as
                    our new D.A. you might want to figure
                    out where your jurisdiction ends.

                              NATASCHA
                    I'm talking about the kind of city
                    that idolizes a masked vigilante...

                              DENT
                    Gotham's proud of an ordinary man
                    standing up for what's right.

                              NATASCHA
                    Gotham needs heroes like you- elected
                    officials, not a man who thinks he's
                    above the law.

                                WAYNE
                    Exactly.    Who appointed the Batman?

                              DENT
                    We did. All of us who stood by and
                    let scum take control of our city.
          Wayne watches Dent.   Sees his passion.

                              NATASCHA
                    But this is a democracy, Harvey.

                              DENT
                    When their enemies were at the gate,
                    the Romans would suspend democracy
                    and appoint one man to protect the
                    city. It wasn't considered an honor.
                    It was considered public service.

                              RACHEL
                    And the last man they asked to
                    protect the republic was named
                    Caesar. He never gave up that power.

                              DENT
                    Well, I guess you either die a hero
                    or you live long enough to see
                    yourself become the villain. Look,
                    whoever the Batman is, he doesn't
                    want to spend the rest of his life
                    doing this. How could he?

                              (MOR E)

          

                                                                     24.
                              DEN T (cont'd)
                    ~Batman's looking for someone to take
                    up his mantle.

                              NATASCHA
                    Someone like you, Mr.Dent?

                               DENT
                    Maybe.   If I'm up to it.
          Natascha reaches up and covers the top half of Dent's face.

                              NATASCHA
                    But what if Harvey Dent is the caped
                    crusader?

                              DENT
                    If I were sneaking out every night
                    someone would've noticed by now.
          Dent takes Rachel's hand.    Rachel glances at Wayne.    Awkward.

                              WAYNE
                    Well, you've sold me, Dent. I'm
                    gonna throw you a fundraiser.

                              DENT
                    That's nice of you, Bruce, but I'm
                    not up for reelection for three
                    years. That stuff won't start for-

                              WAYNE
                    I don't think you understand. One
                    fundraiser with my pals, you'll never
                    need another cent.

          EXT. BACK ALLEY, HOTEL, DOWNTOWN -- DAY

          A line of high-end AUTOS dispenses well dressed GANGSTERS.

          INT. KITCHEN, HOTEL -- DAY

          The Chechen walks through a METAL DETECTOR manned by two
          CHINESE. A lean, African-American man, 50's, is being
          wanded. This is GAMBOL. He nods at the Chechen, wary.

          INT. CONFERENCE ROOM, HOTEL -- CONTINUOUS

          Gotham's most notorious GANGSTERS. A door opens, and two
          BURLY CHINESE enter, carrying a TV. They set it down on the
          end of the table.

                              CRIME BOSS
                    The hell is this...?
          The screen flickers to life: Lau.     The room ERUPTS.

          

                                                                    25.

          

          

                              LAU (ON T.V.)
                    Gentlemen, please. As you're all
                    aware, one of our deposits was
                    stolen. A relatively small amount:
                    68 million.

                              CHECHEN
                    Who's stupid enough steal from us?

                              LAU
                    I'm told the man who arranged the
                    heist calls himself Joker.

                              CHECHEN
                    Who the hell is that?

                              MARONI
                    Two-bit whack-job wears a cheap
                    purple suit and make-up. He's not
                    the problem- he's a nobody.
                        (looks at Lau)
                    The problem is our money being
                    tracked by the cops.
          Murmurs of surprise.

                              LAU
                    Thanks to Mr.Maroni's well-placed
                    sources we know that police have
                    indeed identified our banks using
                    marked bills and are planning to
                    seize your funds today-
          Everyone starts SHOUTING at once.

          EXT. VARIOUS DOWNTOWN BANKS -- CONTINUOUS

          Gordon sits in a SWAT van outside a bank.   Stephens is
          outside another. Ramirez a third...
          SWAT teams CHECK WEAPONS and prepare move...

          INT. SOCIAL CLUB, DOWNTOWN -- CONTINUOUS

          Lau waits for the noise to subside.

                              CHECHEN
                    You promised safe, clean money
                    launder-

                              LAU
                    With the investigation ongoing, none
                    of you can risk hanging on to your
                    own proceeds. And since the
                    enthusiastic new D.A. has put all my
                    competitors out of business, I'm your
                    only option.

          

                                                                   26.

          

          

                              MARONI
                    So what are you proposing?

                              LAU
                    Moving all deposits to one secure
                    location. Not a bank.

                              GAMBOL
                    Where, then?

                              LAU
                    Obviously, no one can know but me.
                    If the police were to gain leverage
                    over one of you everyone's money
                    would be at stake.

                              CHECHEN
                    What stops them getting to you?

                              LAU
                    As the money is moved I go to Hong
                    Kong. Far from Dent's jurisdiction.
                    And the Chinese will not extradite
                    one of their own.
          From the back of the room comes LAUGHTER. It grows and
          grows, until it fills the room. All eyes turn:
          The Joker. Sweaty clown makeup obscuring the AWFUL SCARS
          which widen his mouth into a PERMANENT, GHOULISH SMILE.

                              THE JOKER
                    I thought I told bad jokes.

                              GAMBOL
                    Give me one reason I shouldn't have
                    my boy here pull your head off.
          The Joker pulls out a freshly sharpened pencil.

                              THE JOKER
                    How about a magic trick?
          The Joker SLAMS the pencil into the table, leaving it

          UPRIGHT.

                              THE JOKER (CONT'D)
                    I'll make this pencil disappear.
          Gambol nods. His BODYGUARD MOVES at the Joker- who SIDESTEPS-
          GRIPS his head- SLAMS it, FACE DOWN, onto the table...
          The Bodyguard goes LIMP and slides off of the table. The
          PENCIL is gone. MAGIC. The Joker BOWS. Grins at Gambol.

          

                                                              27.

          

          

                                THE JOKER (CONT'D)
                      And by the way, the suit wasn't
                      cheap. You should know. You bought
                      it.
          Gambol STANDS, furious.    The Chechen stops him.

                                 CHECHEN
                      Sit.   I wanna hear proposition.
          The Joker nods his thanks.      Rises.

                                THE JOKER
                      A year ago these cops and lawyers
                      wouldn't dare cross any of you. What
                      happened? Did your balls drop off?
                      See, a guy like me-

                                 GAMBOL
                      A freak.
          Laughs.   Which the Joker tries to ignore.

                                 THE JOKER
                      A guy like me... I know why you're
                      holding your little group therapy
                      session in broad daylight. I know
                      why you're afraid to go out at night.
                      Batman. He's shown Gotham your true
                      colors. And Dent's just the
                      beginning.
                          (indicates Lau)
                      And as for his so-called plan- Batman
                      has no jurisdiction. He'll find him
                      and make him squeal.
                          (smiles at Lau)
                      I can tell the squealers every time.

                                CHECHEN
                      What you propose?

                                THE JOKER
                      It's simple. Kill the Batman.
          Jeers.    Laughter.

                                MARONI
                      If it's so easy why haven't you done
                      it already?

                                THE JOKER
                      Like my mother used to tell me- if
                      you're good at something, never do it
                      for free.

                                CHECHEN
                      How much you want?

          

                                                                      28.

          

          

                                THE JOKER
                      Half.
          Laughter.   The Joker shrugs.     Rises.

                                THE JOKER (CONT'D)
                      You don't deal with this now, soon
                      Gambol won't even be able to get a
                      nickel for his grandma-

                                GAMBOL
                      Enough from the clown.
          Gambol gets up, MOVING at the Joker, who casually opens his
          coat, revealing EXPLOSIVES wired to his chest. Gambol stops.

                                THE JOKER
                      Let's not blow this out of all
                      proportion.
          Gambol stares at the Joker.     Hard.

                                GAMBOL
                      You think you can steal from us and
                      just walk away? I'm putting the word
                      out- 5 hundred grand for this clown
                      dead. A million alive, so I get to
                      teach him some manners, first.
          The Joker shrugs.   Turns to the assembled.

                                THE JOKER
                      Let me know when you change your
                      minds.
          The Joker strolls out.   Maroni turns to Lau.

                                MARONI
                      How soon can you move the money?

          EXT. VARIOUS BANKS DOWNTOWN -- CONTINUOUS

          Gordon hurries up the steps to a bank.     SWAT teams rush the
          various banks.

                                LAU
                      I already have...

          EXT. UNDERPASS, GOTHAM -- CONTINUOUS

          A CHINESE MAN finishes loading a TRACTOR TRAILER with cash
          boxes. The truck pulls out into a CONVOY.

          INT. BANK VAULT -- CONTINUOUS

          Gordon stands in an almost empty bank vault.     Furious.

          

                                                                   29.

          

          

                              LAU
                    For obvious reasons I couldn't wait
                    for your permission...

          INT. SOCIAL CLUB, DOWNTOWN -- CONTINUOUS

          The shot of Lau on the TV widens...

                              LAU
                    Rest assured, your money is safe.
          He is already on his private jet.

          IN THE SKY: THE BAT SIGNAL.

          EXT. ROOF, POLICE STATION -- NIGHT

          Batman emerges from the shadows.    The man next to the glowing
          spotlight turns: DENT.

                              DENT
                    You're a hard man to reach.
          Gordon BURSTS onto the rooftop, weapon drawn.    Sees Dent.

                              DENT
                    Lau's halfway to Hong Kong- if you'd
                    asked, I could have taken his
                    passport- I told you to keep me in
                    the loop.

                              GORDON
                    Yeah? All that was left in the
                    vaults were the marked bills- they
                    knew we were coming! As soon as your
                    office got involved, there's a leak-

                              DENT
                    My office?! You're sitting down here
                    with scum like Wuertz and Ramirez...
                        (off look)
                    Oh, yeah, Gordon- I almost had your
                    rookie cold on a racketeering beef.

                              GORDON
                    Don't try to cloud the fact that
                    clearly Maroni's got people in your
                    office, Dent.
          Dent turns to Batman.

                              DENT
                    We need Lau back, but the Chinese
                    won't extradite a national under any
                    circumstances.

          

                                                                    30.

          

          

                              BATMAN
                    If I get him to you, can you get him
                    to talk?

                              DENT
                    I'll get him to sing.

                              GORDON
                    We're going after the mob's life
                    savings. Things will get ugly.

                              DENT
                    I knew the risks when I took this
                    job, lieutenant. Same as you.
                        (turns to Batman)
                    How will you get him back, anyway?
          Batman is gone.    Dent looks around, startled.   Gordon smirks.

                              GORDON
                    He does that.

          INT. FOX'S OFFICE, WAYNE INDUSTRIES -- DAY

          Fox gets up from behind his desk.

                              FOX
                    Our Chinese friend left town before I
                    could tell him the deal is off.

                              WAYNE
                    I'm sure you've always wanted to go
                    to Hong Kong.
          Fox opens the door to a private elevator.

          INT. PRIVATE ELEVATOR -- CONTINUOUS

          Fox turns a key.

                              FOX
                    What's wrong with a phone call?

                              WAYNE
                    I think Mr.Lau deserves a more
                    personal touch.

          INT. APPLIED SCIENCES DIVISION -- CONTINUOUS

          Fox leads Wayne off the elevator and into the vast space.

                              FOX
                    For high altitude jumps, you need
                    oxygen and stabilizers. I must say-
                    compared to your usual requests,
                    jumping out of an airplane is pretty
                    straightforward.

          

                                                                    31.

          

          
          Lucius stops at a cabinet, pulls open a drawer and hauls out
          an oxygen tank and ribbed rubber hosing.

                              WAYNE
                    How about getting back into the
                    plane?

                              FOX
                    I can recommend a good travel agent.

                              WAYNE
                    Without it landing.

                              FOX
                    That's more like it, Mr.Wayne.
          He shuts the drawer.    Moves off, thinking.

                                FOX
                    I don't   think I have anything here.
                    The CIA   had a program in the '60s for
                    getting   their people out of hot
                    spots.    Called Sky Hook. Now-
          Fox opens a cabinet to reveal COMPONENTS OF A NEW BAT-SUIT.
          ARMORED PLATING secured to mesh. Wayne lifts an arm.

                              FOX
                    Hardened kevlar plates on a titanium-
                    dipped fiber tri-weave for
                    flexibility...
          Wayne examines DOUBLE BLADE SCALLOPS on the gauntlet...

                              FOX
                    You'll be lighter, faster, more
                    agile...
          Wayne flinches as the BLADES FIRE, SPINNING LIKE THROWING
          STARS, NARROWLY MISSING his ear, embedding themselves in a
          filing cabinet. Fox looks at him.

                              FOX
                    Perhaps you should read the
                    instructions, first.

                                 WAYNE
                    Sorry.
          Fox picks up the chest, demonstrating its flexibility.

                              FOX
                    Now, there's a trade-off... the
                    spread of the plates gives you weak
                    spots. You'll be more vulnerable to
                    gunfire and knives.

          

                                                                 32.

          

          

                              WAYNE
                    We wouldn't want things getting too
                    easy, would we?
                        (picks up suit)
                    How will it hold up against dogs?
          Fox looks at him quizzically.

                              FOX
                    You talking chihuahuas or rotweilers?
                        (Wayne smiles)
                    It should do fine against cats.

          INT. BAT-BUNKER -- DAY

          Wayne examines a parachute harness. Alfred unfolds a diagram
          of a NAVY CARGO PLANE with a giant "V" mounted on the front.

                              ALFRED
                    I found one. In Arizona. Very nice
                    man says it will take him a week to
                    get it running. And he takes cash.
                    What about a flight crew?

                              WAYNE
                    South Korean smugglers. They run
                    flights into Pyongyang, below radar
                    the whole way. Did you think of an
                    alibi?
          Alfred looks quite pleased with himself.

                                 ALFRED
                    Oh, yes.

          EXT. BALLET -- NIGHT

          Rachel and Dent arrive to find the box office SHUTTERED. A
          sign:'PERFORMANCE CANCELED.' A newspaper story is taped to
          the glass. Over a picture of BRUCE WAYNE ON A YACHT:
          LOVE BOAT- Billionaire absconds with entire Moscow ballet.

          EXT. DECK, WAYNE'S YACHT, THE CARIBBEAN -- DAY

          Alfred, picks his way over twelve SUNBATHING BALLERINAS.
          Wayne looks up from a newspaper. Alfred points to a SEA-
          PLANE gently touching down across the bay.

                              ALFRED
                    I believe your plane is here.

                              WAYNE
                    You look tired, Alfred.   Will you be
                    all right without me?
          A Ballerina rolls over- waves the suntan lotion at Alfred.

          

                                                                 33.

          

          

                              ALFRED
                    If you can tell me the Russian for
                    'apply your own bloody suntan
                    lotion.'
          Wayne tosses a large, waterproof kit bag into the water and
          JUMPS in after it. Begins swimming over to the sea-plane.

          INT. POOL HALL -- NIGHT

          Gambol racks up.   A bodyguard steps into the room.

                              BODYGUARD
                    Somebody here for you.
          Gambol looks to the back- three rough customers are waiting.

                              BODYGUARD
                    They say they've killed the Joker.
                    They've come for the reward.

                              GAMBOL
                    They bring proof?

                              BODYGUARD
                    They say they've brought the body.
          The bodyguards FLOP a BODY wrapped in garbage bags onto the
          table. The BOUNTY HUNTERS wait in the corner. Gambol pulls
          back one of the garbage bags, revealing the Joker's bloodied
          face. Gambol spits. Turns to face the bounty hunters.

                               GAMBOL
                    So.   Dead you get five hundred-
          Behind Gambol, the Joker SITS UP- THRUSTS knives into the
          bodyguards' chests. Gambol spins to see a crazy grin on the
          Joker's spit-dribbled face-

                              THE JOKER
                    How about alive?
          The Joker gets a switchblade in Gambol's mouth- SHARP METAL
          PULLING THE CHEEK TAUT. The Bounty Hunters subdue the
          remaining bodyguards.

                              THE JOKER
                    Wanna know how I got these scars? My
                    father was a drinker and a fiend.
                    He'd beat mommy right in front of me.
                    One night he goes off crazier than
                    usual, mommy gets the kitchen knife
                    to defend herself. He doesn't like
                    that. Not. One. Bit.
          The Joker TUGS Gambols cheek with the blade.

          

                                                                   34.

          

          

                              THE JOKER
                    So, me watching, he takes the knife
                    to her, laughing while he does it.
                    Turns to me and says 'why so
                    serious?' Comes at me with the knife-
                    'why so serious?' Sticks the blade
                    in my mouth- 'Let's put a smile on
                    that face' and...
          The Joker looks up at the ASHEN FACES of the remaining Body
          Guards. Smiles.

                              THE JOKER
                    Why so serious?
          The Joker FLICKS his wrist- the Body Guards flinch as Gambol
          goes down. The Joker turns to them.

                              THE JOKER
                    Now, our organization is small, but
                    we've got a lot of potential for
                    aggressive expansion... so which of
                    you fine gentlemen would like to join
                    our team?
          The three bodyguards all nod.   The Joker SNAPS a pool cue.

                              THE JOKER
                    Only one slot open right now- so
                    we're going to have try-outs.
          The Joker drops the broken cue in the middle of the men.

                              THE JOKER
                    Make it fast.
          The men stare at each other.    Then at the jagged pool cue.

          EXT.PENINSULA HOTEL, HONG KONG -- DAY

          A HELICOPTER touches down on one of the hotel's twin
          helipads. Two L.S.I. VPs approach, heads ducked. Fox gets
          out- they shake hands, shouting over the engine-

                              VP
                    Welcome to Hong Kong, Mr.Fox! Mr.Lau
                    regrets he is unable to meet you in
                    person. But with his current legal
                    difficulties...!

                              FOX
                    I understand!

          INT. LOBBY, L.S.I.HOLDINGS -- DAY

          The VPs usher Fox towards security.

          

                                                                    35.

          

          

                              VP
                    I'm afraid for security reasons I
                    have to ask for your mobile phone.
          Lucius hands his phone to a SECURITY GUARD, who puts the
          phone in a box underneath his station.

          INT. L.S.I.HOLDINGS -- DAY

          Fox and Lau eat lunch in a dining room overlooking the city.

                              LAU
                    I must apologize for leaving Gotham
                    in the middle of our negotiations.
                    This misunderstanding with the Gotham
                    police force... I couldn't let such
                    a thing threaten my company. A
                    businessman of your stature will
                    understand. But with you here... we
                    can continue.

                              FOX
                    Well, it was good of you to bring me
                    out here in such style, Mr.Lau. But
                    I've actually come...
          A CELL PHONE rings. Fox pulls out a second, identical,
          phone. Fox presses the off switch and places the phone by
          his plate.

                              LAU
                    We do not allow cell phones in-

                              FOX
                    Sorry. Forgot I had it. So, I've
                    come to explain why we're going to
                    have to put our deal on hold...
          Lau stares at Fox.   Clearly furious.   Fox smiles.

                              FOX
                    We can't afford to be seen to do
                    business with... well, whatever it is
                    you're accused of being. A
                    businessman of your stature will
                    understand.
          Lau gets up.   Silent.   Fox retrieves his phone.   Stands.

                               LAU
                        (cold)
                    I think, Mr.Fox, that a simple phone
                    call might have sufficed.

          

                                                                    36.

          

          

                              FOX
                    Well, I do love Chinese food. And
                    Mr.Wayne didn't want you to think
                    we'd been deliberately wasting your
                    time.

                              LAU
                    Just accidentally wasting it.

                              FOX
                        (laughs)
                    That's very good- "accidentally".
                    Very good. I'll be sure and tell
                    Mr.Wayne that he was wrong about you
                    not having a sense of humor.

          INT. LOBBY, L.S.I.HOLDINGS -- DAY

          Lucius walks back through security. Nods at the VP, who
          bows, offering Lucius his cell phone. Lucius shakes his
          head, holds up the IDENTICAL PHONE. The VP smiles, nods,
          puts the phone back into the tray with several others.

          INT. HOLD, C-130 CARGO HAULER -- DAWN

          Two SMUGGLERS steal glances at Wayne, crouched at the rear in
          balaclava and flight suit. The COPILOT signals Wayne, who
          pulls on his oxygen mask and stands up. The rear of the
          plane OPENS. Wayne steps to the edge, then JUMPS.

          EXT. SKIES ABOVE HONG KONG -- DAWN

          Moving across the water towards Hong Kong harbor...
          A tiny figure DROPS into frame, PLUMMETING towards the water-
          SPEEDING past the highest floors of skyscrapers, seconds from
          impact. Wayne PULLS the chute- DROPS into the water...

          EXT. BENEATH FREEWAY, HONG KONG HARBOR -- DAY

          Wayne pulls himself out of the water, dragging up his pack.

          EXT. CENTRAL ESCALATORS -- DAY

          Wayne stops halfway up the crowded commuter escalator.    He
          takes a camera and lines up a shot like any tourist.

                              FOX (O.S.)
                    There's a better view from the peak
                    tram.
          Wayne turns to find Fox standing there, street map out.

                              WAYNE
                    How's the view from L.S.I.Holdings?

          

                                                                   37.

          

          

                              FOX
                    Restricted. Lau's holed up in there
                    good and tight. Here...
          Fox shows Wayne the phone. The display: a 3-d map of Lau's
          office suite. Wayne takes the phone, impressed.

                              WAYNE
                    What's this?

                              FOX
                    I had R and D work it up- it sends
                    out high frequencies and records the
                    response time to map an environment.

                              WAYNE
                        (smiles)
                    Sonar. Just like a b-

                                 FOX
                    Submarine.     Like a submarine.

                              WAYNE
                    And the other device?

                                 FOX
                    In place.
          Wayne nods, moves away.

                               FOX
                    Mr.Wayne?
                        (Wayne turns)
                    Good luck.

          EXT. HONG KONG -- NIGHT

          Moving towards the tallest building in the glittering skyline
          to find Wayne, crouched on the roof. The blades of his
          gauntlets CLICK into place. He dons the helmet-like cowl.
          His "cape" is in the form of a hard faceted PACK.
          He stands- pulls two black boxes from his belt, CLICKS them
          together and UNFOLDS them into a RIFLE-LIKE DEVICE. Batman
          SCOPES a second, lower building. Adjust a setting and FIRES-
          four times...
          Four small STICKY BOMBS SLAP onto the glass of the lower
          building. They have visible timers which are COUNTING DOWN.

          INT. LOBBY, L.S.I.HOLDINGS -- NIGHT

          Lucius' cell phone GLOWS in the box under the Security
          Guard's desk. CHARACTERS race across the screen.
          Then the monitor FLICKERS off, the lights DIM and all of the
          security doors in the front of the building OPEN at once.

          

                                                                   38.

          

          
          The Guard grabs his radio- CALLS FOR HELP...

          EXT. ROOFTOP OVERLOOKING L.S.I.HOLDINGS

          Batman LAUNCHES into the glittering night, DROPPING from the
          tall tower... his pack BURSTS OPEN, becoming his BAT WINGS-he
          GLIDES down to the lower building, STREAKING around it,
          BANKING HARD to line up with a window in the rear...

          INT. LAU'S OFFICE, L.S.I.HOLDINGS -- NIGHT

          Lau is talking on the phone, staring at a profit projection
          on a flat screen monitor. Suddenly the room goes dark.

          EXT. L.S.I.HOLDINGS -- CONTINUOUS

          As Batman HURTLES towards the glass he COLLAPSES his wings,
          WRAPPING his cape around himself and CANNONBALLING THROUGH

          THE GLASS-

          INT. LAU'S OFFICE SUITE, L.S.I.HOLDINGS -- NIGHT

          -ROLLING across the floor in a flurry of broken glass...

          INT. LAU'S OFFICE, TOP FLOOR, L.S.I.HOLDINGS -- NIGHT

          Lau pulls out a HANDGUN.

          INT. HALLWAY, L.S.I.HOLDINGS -- NIGHT

          Lau steps into the hallway.    His BODYGUARDS are waiting for
          him, carrying FLASHLIGHTS.

                              LAU
                    Where the hell are the cops?

                              BODYGUARD
                    Coming.

                              LAU
                    What the hell am I paying them for?
          They head for the stairwell.

          EXT. L.S.I.HOLDINGS -- NIGHT

          A small ARMY of Hong Kong police lead by a HONG KONG
          DETECTIVE descends on the building.

          INT. MEZZANINE LEVEL, L.S.I.HOLDINGS -- NIGHT

          Lau and his men make their way out onto the mezzanine.
          Across the room, something makes a CRASHING SOUND. Lau's men
          fan out, trying to cover the room with their flashlights.
          Suddenly, one of the flashlights goes DARK.    Then another.
          Someone SCREAMS.

          

                                                                    39.

          

          
          Lau FIRES. Then FIRES again.   The muzzle flash from his
          weapon STROBES the room.

          EXT. L.S.I.HOLDINGS, HONG KONG -- NIGHT

          Cops SWARM into the building. A LOBBY SECURITY GUARD directs
          the Hong Kong Detective where to go...

          INT. OFFICE, L.S.I.HOLDINGS -- NIGHT

          Lau LOCKS the door. RELOADS.   The door is KICKED open.     Lau
          FIRES. No one is there.
          Lau stares, finger restless on the trigger.   From his right-
          a NOISE. He turns and FIRES.
          In the muzzle FLASH: Batman, bearing down on him like a
          demon.
          Lau FIRES, and FIRES again as Batman TACKLES him.    Batman
          pulls out a SMALL PACK- STRAPS it onto Lau-
          The COUNTER on the sticky bombs hits 0-
          The Hong Kong Detective and the Cops BURST into the room- the
          WALL AND CEILING BEHIND BATMAN AND LAU EXPLODES- revealing
          the dawn sky above Hong Kong.
          The Detective looks around as he hears a LOW RUMBLE...
          Batman JERKS the RIPCORD on Lau's pack. Cops cower as a
          WEATHER BALLOON EXPLODES out of the pack, unreeling high-test
          nylon. The Cops cock their weapons.
          Lau looks up. Bemused. The weather balloon is two hundred
          feet up, swaying gently. The RUMBLE BUILDS...
          Suddenly, a MASSIVE C-130 ROARS over. The large V on the
          front of the plane SNAGS the line- Lau and BATMAN are YANKED

          THROUGH THE HOLE IN THE CEILING-
          Lau SCREAMS as he and Batman SOAR UP INTO THE DAWN SKY...
          The Detective looks up.   Batman and Lau are gone.

          INT. GORDON'S OFFICE, MCU, GOTHAM CENTRAL -- DAY

          Gordon is looking through case files.   Ramirez walks in.

                              RAMIREZ
                    You're gonna want to see this.

          EXT. MCU -- DAY

          Gordon follows Ramirez through a CROWD of excited cops. On
          the ground, trussed like a chicken- Lau. A sign taped to his
          chest: 'Please deliver to Lieutenant Gordon.'

          

                                                                   40.

          

          

          INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL -- DAY

          Lau sits next to his sleazy lawyer, EVANS.    Rachel walks in.

                              RACHEL
                    Give us the money and we'll deal.

                              LAU
                    The money is the only reason I'm
                    still alive.
          Rachel leans forward, speaking softly.   Clearly.

                              RACHEL
                    You mean when they hear that you've
                    helped us they're going to kill you?

                              EVANS
                    Are you threatening my client?

                              RACHEL
                    No, I'm just assuming your client's
                    cooperation with this investigation.
                    As will everyone.
                        (moves to the door)
                    Enjoy your stay in County, Mr.Lau.

                              LAU
                    Wait.
                        (Rachel stops)
                    I won't give you the money, but I'll
                    give you my clients. All of them.

                              RACHEL
                    You were a glorified accountant- what
                    could you have on all of them that we
                    could charge?

                              LAU
                    I'm good with calculation- I handled
                    all their investments. One big pot.

          INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL -- DAY

          Dent hits a buzzer.   Turns to Gordon.

                              DENT
                    I've got it. RICO. If their money
                    was pooled we can charge all of them
                    as one criminal conspiracy.

                              GORDON
                    Charge them with what?
          Rachel enters.

          

                                                                 41.

          

          

                              DENT
                    In a RICO case if we can charge any
                    of the conspirators with a felony-

                              RACHEL
                    We can charge all of them with it.
          Dent nods at Rachel, excited.

          INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL -- DAY

          Rachel comes back in.

                              RACHEL
                    Mr.Lau, do you have details of this
                    communal fund? Ledgers,
                    notebooks...?

                              LAU
                        (smiles)
                    Immunity, protection and a chartered
                    plane back to Hong Kong.

                              RACHEL
                    Once you've testified in open court.
                    So with your clients locked up, what
                    happens to all that money?

                              LAU
                    Like I said- I'm good with
                    calculation.

          INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL -- CONTINUOUS

          Dent and Gordon watch Lau.

                              GORDON
                    He can't go to County. I'll keep him
                    here in the holding cells.

                              DENT
                    What is this Gordon, your fortress?

                              GORDON
                    You trust them over at County?

                              DENT
                    I don't trust them here.

                                 GORDON
                    Lau stays.

                              DENT
                    It's your call, Lieutenant.   Be
                    right.

                              GORDON
                    I am, counselor.

          

                                                                 42.

          

          

          EXT. CITY HALL -- DAY

          Dent stands in front of a small crowd of reporters.

                              REPORTER
                    The Chinese government claim their
                    international rights have been
                    broken.

                              DENT
                    I don't know about Mr. Lau's travel
                    arrangements...

          INT. RESTAURANT -- CONTINUOUS

          Dent's press conference plays on a TV in the corner.

                              DENT
                        (grins)
                    ...but I'm sure glad he's back.
          Maroni and the Chechen are watching the TV.

                              CHECHEN
                    I put word out. We hire the clown.
                        (off look)
                    He was right. We have to fix real
                    problem. Batman.
          Maroni shakes his head. Spots Gordon walking over dangling a
          pair of handcuffs. Nods at the TV.

                              GORDON
                    Our boy looks good on the tube.

                              MARONI
                    You sure you want to embarrass me in
                    front of my friends, Lieutenant?

                              GORDON
                    Don't worry, they're coming, too.
          Gordon points out the window to a PRISON BUS.

          EXT. VARIOUS DOWNTOWN AND OUTLYING LOCATIONS -- DAY

          Prison buses in every neighborhood. COPS load them with
          CRIMINALS. Stephens puts Crime Boss in a prison bus.

          INT. COURTROOM A, GOTHAM MUNICIPAL COURTHOUSE -- DAY

          JUDGE SURRILLO reads the list of charges.

                              JUDGE SURRILLO
                    ...849 counts racketeering, 246
                    counts fraud, 87 counts conspiracy
                    murder...

          

                                                                   43.

          

          
          Judge Surrillo turns the page. A PLAYING CARD sits there.      A
          Joker. He glances at it, curious, puts it to one side.

                              JUDGE SURRILLO
                    ...how do the defendants plead?
          An ARMY of DEFENSE LAWYERS jostle YELLING ALL AT ONCE.   The
          STENOGRAPHER looks up, helpless.

          INT. MAYOR'S OFFICE -- DAY

          The MAYOR, COMMISSIONER LOEB, and Gordon look up as Dent
          enters.

                               MAYOR
                    DENT!   What was that circus?!

                              DENT
                    I asked Gordon to make some arrests.

                              LOEB
                        (looks at report)
                    Five hundred and-

                              GORDON
                    Forty-nine, sir.
          Gordon nods at Dent, approving.   Dent grins back.

                              MAYOR
                    549 criminals at once?! How did you
                    convince Surrillo to hear this farce?

                              DENT
                    She shares my enthusiasm for justice.
                    After all, she is a judge.

                              MAYOR
                    Even if you blow enough smoke to get
                    convictions out of Surrillo, you'll
                    set a new record at appeals for
                    quickest kick in the ass.

                              DENT
                    It won't matter. The head guys make
                    bail, sure... but the mid-level guys,
                    they can't, and they can't afford to
                    be off the streets long enough for
                    trial and appeal. They'll cut deals
                    that include some jail time. Think
                    of all you could do with 18 months of
                    clean streets.
          The Mayor waves Gordon and Loeb out.

                              MAYOR
                    The public likes you, Dent. That's
                    the only reason this might fly.

                              (MOR E)

          

                                                                     44.
                               MAY OR (cont'd)
                     But that means it's on you. They're
                     all coming after you, now. Not just
                     the mob... politicians, journalists,
                     cops- anyone whose wallet's about to
                     get lighter. Are you up to it?
                         (Dent smiles)
                     You better be. They get anything on
                     you... those criminals will be back
                     on the streets...
          The Mayor turns to look out of the window.     Quiet.

                               MAYOR
                     Followed swiftly by you and me-
          BANG!   A DARK SHAPE CRACKS THE GLASS in front of the Mayor's
          nose.   Dent rushes to the window, looks out...

          EXT. CITY HALL -- CONTINUOUS

          PEDESTRIANS look up, someone SCREAMS, someone POINTS- five
          stories up... SWINGING from a FLAGPOLE...
          BATMAN. HANGING BY HIS NECK. DEAD.    His mouth roughly
          painted in a DEMONIC CLOWN SMILE.

          EXT. CITY HALL -- MOMENTS LATER

          "Batman" is lowered from the flagpole.    The same fake Batman
          we saw earlier. Pinned to his chest by    a KNIFE, a PLAYING
          CARD. A Joker. Gordon moves closer to     the body. The card
          has writing on it: WILL THE REAL BATMAN   PLEASE STAND UP?

          INT. WAYNE PENTHOUSE -- DAY

          Wayne comes into the living room, excited.     Alfred is
          supervising party arrangements.

                               WAYNE
                     How's it going?

                               ALFRED
                     I think your fundraiser will be a
                     great success, sir.

                               WAYNE
                     And why do you think I wanted to hold
                     a party for Harvey Dent?

                               ALFRED
                     I assumed it was your usual reason
                     for socialising beyond myself and the
                     scum of Gotham's underbelly: to try
                     and impress Miss Dawes.

                               WAYNE
                     Very droll. But very wrong.
                     Actually it's Dent. You see-

          

                                                                 45.

          

          
          Wayne trails off as he spots something on the television: the
          Batman HANGING as from a NEWS CAMERA, framed by a graphic
          that reads 'BATMAN DEAD?'. Image cuts to Engel in the
          studio.

                              ENGEL
                    ...Police released video footage
                    found concealed on the body.
                    Sensitive viewers be aware: it is
                    disturbing.
          The image cuts to a BLINDFOLDED MAN, wearing a makeshift
          Batman costume- face bruised and bloody. In some kind of
          bright, fluorescent-lit room.

                              VOICE
                    Tell them your name.

                               MAN
                        (weak)
                    Brian Douglas.

                              VOICE
                    Are you the real Batman?

                              MAN
                    No.

                              VOICE
                    Why do you dress up like him?

                              MAN
                    He's a symbol... that we don't have
                    to be afraid of scum like you...

                              VOICE
                    But you do, Brian. You really do.
                    You think the Batman's helped Gotham?
          Brian nods uncertainly...

                              VOICE
                    Look at me.
                        (Brian looks down)

          LOOK AT ME!
          Brian looks up- the camera swings into the face of the Joker,
          in CHALK-WHITE makeup, RED SMEAR of lipstick on his SCARS.

                              THE JOKER
                    This is how crazy Batman's made
                    Gotham. You want order in Gotham?
                    Batman has to go. So...
                        (leans in)
                    Batman must take off his mask, and
                    turn himself in.

                              (MOR E)

          

                                                                   46.
                              THE JOKE R (cont'd)
                    Every day he doesn't... people will
                    die. Starting tonight. I'm a man of
                    my word.
          The tape cuts to STATIC.
          Wayne turns to Alfred.   Silent.

          INT. WAYNE PENTHOUSE -- EVENING

          Dent and Rachel get off the lift.    Dent stands in awe of the
          penthouse and its guests.

                              RACHEL
                    Now I've seen it all: Harvey Dent,
                    scourge of the underworld, scared
                    stiff by the trust fund brigade.
          Rachel spots someone and darts off-

                                DENT
                    Rachel-

                              ALFRED
                    A little liquid courage, Mr.Dent?
          Dent turns to see Alfred with drinks on a silver tray.

                               DENT
                    Thanks.   Alfred, right?

                                ALFRED
                    Yes, sir.

                              DENT
                    Rachel talks about you all the time.
                    You've known her her whole life?

                              ALFRED
                    Not yet, sir.

                              DENT
                        (smiles, surveys crowd)
                    Any psychotic ex-boyfriends I should
                    be aware of?

                              ALFRED
                    Oh, you have no idea.
          Alfred leaves Dent standing there, puzzled. The crowd REACTS
          as a LOUD ROAR drowns conversation... Dent looks out-

          EXT. HELIPAD, WAYNE PENTHOUSE -- CONTINUOUS

          Wayne's CHOPPER touches down.   He spills out with a clutch of

          SUPERMODELS...

          

                                                                 47.

          

          

          INT. WAYNE PENTHOUSE -- CONTINUOUS

          Wayne and the supermodels come out of the helipad elevator-

                                WAYNE
                      Sorry, I'm late- glad you started
                      without me! Where's Rachel?!
          Rachel cringes slightly.      Wayne spots her.

                                WAYNE
                      Rachel Dawes- my oldest friend. When
                      she told me she was dating Harvey
                      Dent, I had one thing to say... the
                      guy from those god-awful campaign
                      commercials?
          Laughter.   Dent shifts, embarrassed.

                                WAYNE
                      'I Believe in Harvey Dent.' Nice
                      slogan, Harvey. Certainly caught
                      Rachel's attention. But then I
                      started paying attention to Harvey,
                      and all he's been doing as our new
                      D.A., and you know what? I believe
                      in Harvey Dent. On his watch, Gotham
                      can feel a little safer. A little
                      more optimistic. So get out your
                      checkbooks and let's make sure that
                      he stays right where all of Gotham
                      wants him...
                          (raises his glass)
                      All except Gotham's criminals, of
                      course. To the face of Gotham's
                      bright future- Harvey Dent.
          Dent smiles accepting the toast.

          INT. CORRIDOR, MCU -- EVENING

          Ramirez catches up to Gordon, holding paperwork.

                                RAMIREZ
                      That Joker card pinned to the body?
                      Forensics found three sets of D.N.A..

                                GORDON
                      Any matches?

                                   RAMIREZ
                      All three.
          Gordon STOPS.   Turns to face her.

                                RAMIREZ
                      The D.N.A. belongs to Judge Surrillo,
                      Harvey Dent and Commissioner Loeb.

          

                                                                     48.

          

          

                              GORDON
                    The Joker's telling us who he's
                    targeting- get a unit to Surrillo's
                    house, tell Wuertz to find Dent- get
                    them both into protective custody.
                    Where's the Commissioner?

                                 RAMIREZ
                    City hall.

                              GORDON
                    Seal the building.     No one in or out
                    till I get there.

          EXT. DECK, WAYNE'S PENTHOUSE -- EVENING

          Wayne walks out to the edge of the balcony and looks over
          Gotham. Hears someone behind him- Rachel.

                              RACHEL
                    Harvey may not know you well enough
                    to understand when you're making fun
                    of him. But I do.

                              WAYNE
                        (shakes his head)
                    I meant every word.
          Wayne moves closer to Rachel.    Takes her arm.

                              WAYNE
                    The day you once told me about, the
                    day when Gotham no longer needs
                    Batman. It's coming.
          Rachel looks at Wayne.    Conflicted.   He moves closer.

                              RACHEL
                    You can't ask me to wait for that.
          Wayne takes Rachel's arms, looking at her, excited.

                              WAYNE
                    It's happening now- Harvey is that
                    hero. He locked up half the city's
                    criminals, and he did it without
                    wearing a mask. Gotham needs a hero
                    with a face.

                              DENT
                    You can throw a party, Wayne, I'll
                    give you that. Thanks again. Mind
                    if I borrow Rachel?
          Rachel glances back at Wayne as she moves to Dent.    Wayne
          watches them head inside.

          

                                                                  49.

          

          

          EXT. STREET, GOTHAM HEIGHTS -- EVENING

          Two MEN in suits knock at a Brownstone. The door is opened
          by Judge Surrillo. The two Men hold up BADGES.

          EXT. CITY HALL -- EVENING

          Gordon enters through a tight police presence at the doors.

          INT. POLICE COMMISSIONER'S OFFICE -- EVENING

          Gordon enters to find Loeb, flanked by armed cops.

                              COMMISSIONER LOEB
                    Gordon, what are you playing at?
          Gordon checks the window.   Turns to his men.

                              GORDON
                    We're secure. I want a floor-by-
                    floor search of the entire building.
                        (turns to Loeb)
                    I'm sorry, sir. We believe the Joker
                    has made a threat against your life.

                              LOEB
                    Gordon, you're unlikely to discover
                    this for yourself, so take my word-
                    the Police Commissioner earns a lot
                    of threats...
          Loeb pulls a bottle of whisky and a tumbler from a drawer.

                              LOEB
                    I found the appropriate response to
                    these situations a long time ago...

          EXT. STREET, GOTHAM HEIGHTS -- EVENING

          The second man is waiting by the Judge's car.

                              SURRILLO
                    Gordon wants me to go right now?

                              MAN 1
                    These are dangerous people, Judge.
                    Even we don't know where you're
                    going.
          He hands Surrillo a sealed envelope.   Opens the car door.

                              MAN 2
                    Get in, then open the envelope.
                    It'll tell you where you're headed.
          Surrillo climbs in. Watches them drive away. She opens the
          envelope- pulls out a sheet of paper. One word on it:

          

                                                                  50.

          

          

          'UP'.
          Surrillo's car EXPLODES, heaving the car upwards on a

          FIREBALL.
          A PASSERBY is thrown to the ground. After a moment, BURNING
          DEBRIS flutters down on him. PLAYING CARDS. JOKERS.

          INT. POLICE COMMISSIONER'S OFFICE -- CONTINUOUS

          Loeb pours himself a glass of whisky.

                              LOEB
                    You get to explain to my wife why I'm
                    late for dinner, Lieutenant.

                              GORDON
                    Sir, the Joker card had a trace of
                    your D.N.A. on it-
          A bang at the door.   Gordon pulls his weapon, then opens it.

                              STEPHENS
                    Just the normal number of bad guys in
                    the building- and they're all city
                    employees. Here's a list.

                              LOEB
                    How'd they get my D.N.A.?
          Gordon looks at Stephens's list.

                              GORDON
                    Somebody with access to your house or
                    office must've lifted a tissue or a
                    glass...
          Gordon, realizing, spins around-

                                GORDON
                    Wait-
          But Loeb is already CHOKING- he DROPS his tumbler onto the
          desk- the spilled whiskey is SMOKING, eating into the wood.

                              GORDON
                    Get a medic!
          Loeb COLLAPSES.

          INT. KITCHEN, WAYNE PENTHOUSE -- EVENING

          Dent pulls Rachel into the kitchen, away from the crowd.

                              DENT
                    You cannot leave me on my own with
                    these people.

          

                                                                  51.

          

          

                              RACHEL
                    The whole mob's after you and you're
                    worried about these guys?

                              DENT
                    Compared to this, the mob doesn't
                    scare me. Although, I will say: them
                    gunning for you makes you see things
                    clearly.

                                 RACHEL
                    Oh, yeah?

                              DENT
                    Yeah. It makes you think about what
                    you couldn't stand losing. And who
                    you want to spend the rest of your
                    life with...
          Rachel looks at Dent.    Smiles.

                              RACHEL
                    The rest of your life, huh?   That's a
                    pretty big commitment.

                              DENT
                    Not if the mob has their way.

                                 RACHEL
                    Don't.

                             DENT
                    Okay. Let's be serious.     What's your
                    answer?
          Rachel looks at him.

                              RACHEL
                    I don't have an answer.

          INT.LIVING ROOM, PENTHOUSE -- NIGHT

          Half the guests are on their cell phones.   An ASSISTANT DA
          turns to his COLLEAGUE.

                              ASSISTANT DA
                    Surrillo and Loeb?
          There is a KNOCK at the front door. Alfred opens it it find
          Detective Wuertz, who holds up his badge. Alfred beckons him
          in- there is a SHOTGUN at the back of his head held by-
          The Joker- purple suit, make up. With friends. The Joker
          SMASHES Wuertz over the head- steps over him, RACKING the
          shotgun.

          

                                                                 52.

          

          

                              THE JOKER
                    Good evening. We're the
                    entertainment.

          INT. KITCHEN, WAYNE PENTHOUSE -- NIGHT

          Rachel is looking at Dent.   Torn.

                              DENT
                    I guess no answer isn't "no".

                              RACHEL
                    I'm sorry, Harvey.     I just...

                              DENT
                    It's someone else, isn't it?
          Wayne is moving up behind him.    Fast-

                              DENT
                    Just tell me it's not Wayne.       The
                    guy's a complete-
          Rachel's eyes go wide as Wayne puts Dent in a SLEEPER HOLD-

                              RACHEL
                    What are you doing?!
          Dent SLUMPS, unconscious in Wayne's arms.

                              WAYNE
                    They've come for him.
          From the main room- A SHOTGUN BLAST followed by SCREAMS.
          Wayne stuffs Dent in a closet- puts a mop through the
          handles. Rushes past Rachel-

                              WAYNE
                    Stay hidden.

          INT. LIVING ROOM, WAYNE'S PENTHOUSE -- NIGHT

          The Joker and his THUGS pour into the room, weapons raised.

          INT. HALLWAY, WAYNE PENTHOUSE -- NIGHT

          A THUG appears in front of Wayne, toting a shotgun.

                              THUG
                    Hands up, pretty boy.
          Wayne FLIPS the shotgun around in the man's hands- uses it as
          a fulcrum to SNAP his forearm- SMASHES him in the jaw with
          the stock without breaking step, field stripping the shotgun
          and tossing the pieces in different directions.

          

                                                                     53.

          

          

          INT. LIVING ROOM, WAYNE'S PENTHOUSE -- NIGHT

          The Joker moves through the terrified guests.   Smiling.

                              THE JOKER
                    I only have one question: where is
                    Harvey Dent?
                        (silence)
                    I'll settle for his loved ones...
          A distinguished Gentleman steps into the Joker's path.

                              GENTLEMAN
                    We're not intimidated by thugs.
          The Joker stops.   Stares at the man.   SMILES AFFECTIONATELY.

                              THE JOKER
                    You know, you remind me of my father.
                        (GRABS him)
                    I hated my father.
          The Joker has his blade in the Gentleman's mouth.

                               RACHEL
                    Stop!
          The Joker drops the Gentleman.   Turns to Rachel.

                              THE JOKER
                    Hello, beautiful. You must be
                    Harvey's squeeze.
                        (runs his knife across her
                         cheek)
                    And you are beautiful. You look
                    nervous- it's the scars isn't it?
                    Wanna know how I got them? I had a
                    wife, beautiful like you. Who tells
                    me I worry too much. Who says I need
                    to smile more. Who gambles. And
                    gets in deep with the sharks. One
                    day they carve her face, and we've
                    got no money for surgeries. She
                    can't take it.
                        (presses knife into her
                         cheek)
                    I just want to see her smile again.
                    I just want her to know I don't care
                    about the scars. So I put a razor in
                    my mouth and do this to myself...
                    And you know what?
                        (starts laughing)
                    She can't stand the sight of me...
                        (or crying)
                    She leaves! See, now I see the funny
                    side. Now I'm always smiling.

          

                                                                  54.

          

          

          INT. MASTER BEDROOM, WAYNE PENTHOUSE -- NIGHT

          Wayne walks in. A COUPLE are hastily putting themselves back
          together, alerted by the noise.

                              MALE GUEST
                    What's going on out there, Wayne?
          Wayne doesn't answer. He walks into a closet and pulls at a
          FALSE WALL. Wayne steps into the safe room.

                              FEMALE GUEST
                    Thank god- you've got a panic room.
          The door SLAMS shut and seals with a HISS.

                               MALE GUEST
                    Wait!   You can't-

                              FEMALE GUEST
                    You've got to be kidding me.

          INT. LIVING ROOM, WAYNE'S PENTHOUSE -- NIGHT

          The Joker raises his knife from Rachel's cheek.   She SLUGS
          him. He smiles.

                              THE JOKER
                    A little fight in you.   I like that.

                              BATMAN
                    Then you're going to love me.
          The Joker turns. Batman catches him with a BLOW, spins him
          down and DISARMS him- the Joker's men jump him- Batman takes
          them out two at a time- DISARMING thugs- BREAKING forearms-
          the Joker CLICKS a BLADE from the toe of his shoe and KICKS-
          JABBING BETWEEN THE PLATES OF ARMOR covering Batman's ribcage-
          Batman HURLS the Joker across the room.   One of the Joker's
          men LUNGES- Batman lays him out cold.
          The Joker has another knife pressed to Rachel's neck.

                              BATMAN
                    Drop the knife.

                              THE JOKER
                    Sure. Just take off your mask and
                    show us all who you are...
          Rachel shakes her head at Batman. The Joker raises his
          shotgun to the side and BLOWS OUT the pane of glass next to
          him. The Joker dangles Rachel out the window.

                              BATMAN
                    Let her go.

          

                                                                 55.

          

          

                              THE JOKER
                        (laughs)
                    Very poor choice of words...
          He lets her DROP- Rachel falls onto a SLOPING GLASS ROOF-
          sliding towards the edge Batman DIVES after her-

          EXT. BUILDING -- NIGHT

          They DROP- Batman FIRES his grapple, SNAGGING Rachel's ankle-
          activates one wing of his cape- They SPIN and SLOW- Batman
          envelopes Rachel- they SLAM into the hood of a passing taxi.

          INT. TAXI -- CONTINUOUS

          The DRIVER SCREAMS as Batman and Rachel hit the roof- ROLL
          down the windshield- onto the pavement. Alive.

          INT. CAR -- CONTINUOUS

          The Joker looks back as his car SPEEDS away. He's breathing
          hard, EXHILARATED. He touches the blood running down his
          sweaty white makeup. SMACKS the back of the driver's seat-

                              DRIVER
                    What do we do about Dent?

                              THE JOKER
                    I'm a man of my word.

          EXT. TAXI -- CONTINUOUS

          Rachel opens her eyes.

                              BATMAN
                    Are you alright?

                              RACHEL
                    Let's not do that again, okay?
                        (looks around)
                    Is Harvey-?

                                 BATMAN
                    He's safe.
          Rachel lies back, breathing.    Looks up at Batman.

                                 RACHEL
                    Thank you.

          INT. MAJOR CRIMES UNIT, GOTHAM CENTRAL -- DAY

          STEPHENS is talking to Gordon, subdued.

                              STEPHENS
                    Jim, it's over.

          

                                                                  56.

          

          

                              GORDON
                    As long as they don't get to Lau,
                    we've cut off their funds.

                              STEPHENS
                    But the prosecution's over.

                              STEPHENS
                    No-one's standing up in front of a
                    Judge while judges and police
                    commissioners are getting blown away.

                              GORDON
                    What about Dent?

                              STEPHENS
                    If he's got any sense, Dent's halfway
                    to Mexico by now.
          The door BURSTS OPEN.    Dent.   Fire in his eyes.

                              DENT
                    So where do you keep your trash?
          Gordon looks at Dent.    Impressed.

          INT. SPECIAL HOLDING AREA, MCU, GOTHAM CENTRAL -- DAY

          Lau looks up as Dent walks in, holding a bullet proof vest.

                              DENT
                    You're due in court- I need you alive
                    long enough to get you on the record.

                              LAU
                    No way. You can't protect me- you
                    can't even protect yourselves.
          Dent THROWS the heavy vest at Lau.

                              DENT
                    Refuse to cooperate on the stand- you
                    won't be coming back here- you'll go
                    to county. How long do you calculate
                    you'll last in there?

          INT. BAT-BUNKER -- DAY

          Wayne sits at his video screens- they all play the Joker's
          video with different IMAGE TREATMENTS and SOUND TUNINGS.
          Wayne turns to Alfred. Indicates the screens.

                              WAYNE
                    Targeting me won't get their money
                    back. I knew the mob wouldn't go
                    down without a fight, but this is
                    different. They've crossed a line.

          

                                                                 57.

          

          

                              ALFRED
                    You crossed it first, sir. You've
                    hammered them, squeezed them to the
                    point of desperation. And now, in
                    their desperation they've turned to a
                    man they don't fully understand.
          Wayne gets up from his monitors, raises the bat-cabinet.

                              WAYNE
                    Criminals aren't complicated, Alfred.
                    We just have to figure out what he's
                    after.

                              ALFRED
                    Respectfully, Master Wayne, perhaps
                    this is a man you don't fully
                    understand, either.

                              ALFRED
                        (looks at Wayne)
                    I was in Burma. A long time ago. My
                    friends and I were working for the
                    local government. They were trying
                    to buy the loyalty of tribal leaders,
                    bribing them with precious stones.
                    But their caravans were being raided
                    in a forest north of Rangoon by a
                    bandit. We were asked to take care
                    of the problem, so we started
                    looking for the stones. But after
                    six months, we couldn't find anyone
                    who had traded with him.

                              WAYNE
                    What were you missing?

                              ALFRED
                    One day I found a child playing with
                    a ruby as big as a tangerine.
                        (shrugs)
                    The bandit had been throwing the
                    stones away.

                              WAYNE
                    So why was he stealing them?

                              ALFRED
                    Because he thought it was good sport.
                    Because some men aren't looking for
                    anything logical, like money... they
                    can't be bought, bullied, reasoned or
                    negotiated with.
                        (grave)
                    Some men just want to watch the world
                    burn.
          Wayne stares at Alfred.   Reaches for the bat-suit.

          

                                                                 58.

          

          

          EXT. SKYLINE OF GOTHAM -- DAWN

          MOVING over the city we hear myriad RADIO CALLS going out
          over the ether. CLOSE IN on a lonely figure on top of a
          skyscraper. The Batman. Listening with his million dollar
          earpieces. From the babble, ONE VOICE EMERGES.

                              DISPATCH (O.S.)
                    Your name, sir. Please state-

                              VOICE (O.S.)
                    8th at orchard. You'll find Harvey
                    Dent there.

          EXT. 8TH STREET AT ORCHARD -- DAWN

          An UNMARKED and a SQUAD CAR screech to a halt. Gordon and
          Ramirez get out, lead two UNIFORMS into the building.

          INT. APARTMENT, EIGHT AVE. -- CONTINUOUS

          The door SMASHES OPEN, Gordon- gun drawn- takes in the scene.
          TWO DEAD MEN sitting at the kitchen table. They each have a
          HAND OF CARDS, as if in the middle of a game. ALL JOKERS.
          Gordon and Ramirez STARE at the CRUDE LEERS carved into their
          faces. Their DRIVERS LICENSES are pinned to their chests.

                              VOICE
                    Check the names.

                              GORDON
                        (checks licenses)
                    Patrick Harvey. Richard Dent...

                              RAMIREZ
                    Harvey Dent.

                              BATMAN
                    I need ten minutes with the scene
                    before your men contaminate it.

                              RAMIREZ
                    Us contaminate it? It's because of
                    you that these guys are dead in the
                    first place-

                               GORDON
                    Ramirez.
          She stands down. Batman moves past the bodies to the wall.
          Finds an embedded stray bullet. He pulls a SAWING DEVICE
          from his belt- THRUSTS it into the wall and starts cutting
          around the bullet.

                              GORDON
                    That's brick- you're gonna try and
                    take ballistics off a shattered
                    bullet?

          

                                                                    59.

          

          

                               BATMAN
                    No.   Fingerprints.
          Ramirez looks at Gordon.   Is he serious?   Gordon points-

                              GORDON
                    Whatever you're gonna do, do it fast,
                    'cos we know his next target...
          Batman looks- a campaign poster: RE-ELECT MAYOR GARCIA.      The
          Mayor's image has a MANIC CLOWN'S GRIN and "HA,HA,HA".

          INT. FOX'S OFFICE, WAYNE ENTERPRISES -- DAY

          Fox is at his desk.   Reese enters.

                              FOX
                    What can I do for you, Mr. Reese?

                              REESE
                    You asked me to do the diligence on
                    the L.S.I.Holdings deal again. I
                    found irregularities.

                              FOX
                    Their CEO is in police custody.

                              REESE
                    Not with their numbers. With yours.
                    A whole division of Wayne Industries
                    disappeared, overnight. So I went
                    down to the archives and started
                    pulling old files.
          He pulls out a folded blueprint.   Slides it across the desk.

                              REESE
                    My kids love the Batman.    I thought
                    he was pretty cool, too.    Out there,
                    kicking some ass.
          Fox picks up the piece of paper. Unfolds it. It's an old
          BLUEPRINT. The image is unmistakable: THE TUMBLER.

                              REESE
                    Changes things when you know it's
                    just a rich kid playing dress up.
          Reese points to the approval box in the corner of the page.

                              REESE
                    Your project. Don't tell me you
                    didn't recognize your baby pancaking
                    cop cars on the evening news. Now
                    you're getting sloppy. Applied
                    Sciences was a small, dead department-
                    who'd notice?

                              (MOR E)

          

                                                                      60.
                              REE SE (cont'd)
                    But now you've got the entire R and D
                    department burning cash, claiming
                    it's related to cell phones for the
                    army. What are you building him now?
                    A rocket ship? I want ten million a
                    year. For the rest of my life.
          Fox looks at him.    Even.   Folds up the blueprint.

                              FOX
                    Let me get this straight. You think
                    that your client, one of the
                    wealthiest and most powerful men in
                    the world, is secretly a vigilante
                    who spends his nights beating
                    criminals to a pulp with his bare
                    hands...
                        (deadpan)
                    And now your plan is to blackmail
                    this person?
          Reese stares at Fox.    Who smiles.   And slides the blueprint
          across the desk.

                                 FOX
                    Good luck.
          Reese looks at it.   Then at Fox.     Swallows.   Slides it back.

          INT. BAT-BUNKER -- DAY

          Wayne hands Alfred a RIFLE BULLET scribed with a GRID. He
          slots it into a clip, then loads it into a COMPUTER
          CONTROLLED GATTLING GUN. He puts on ear protectors. Hits a
          button.
          The rifle WHIRS to life- dollying sideways, BLASTING BULLETS
          into a series of identical BRICK WALL SAMPLES.

                              ALFRED
                    I'm not sure you made it loud enough,
                    sir.
          As the wall samples still smoke, Wayne steps up, carrying the
          sample from the crime scene. Comparing its spread to the new
          samples, he selects two and carries them to an X-RAY SCANNER.
          The machine gives the samples a 3-axis scan- HI-RES 3-D
          IMAGES of the bullet fragment arrays come up on the screen...

          INT. APPLIED SCIENCES DIVISION -- DAY

          The same image of the bullet fragment on a screen. Fox hits
          a key and the computer 'reassembles' the bullets according to
          the identifying grid on each fragment.

                              FOX
                    Here's your original scan...

          

                                                                 61.

          

          
          A bullet fragment array pops on screen.

                              FOX
                    Here's it reverse-engineered...
          Fox hits a button and the unmarked bullet fragments are
          reassembled. Wayne spins the roughly-shaped bullet puzzle-

                              WAYNE
                    And here's a thumb print.
          Fox looks at the screen, impressed.   Thinks.

                              FOX
                    I'll make you a copy.
                        (troubled)
                    Mr.Wayne, did you reassign R and D?

                             WAYNE
                    Yes. Government telecommunications
                    project.

                              FOX
                    I wasn't aware we had any new
                    government contracts. Can you-

                              WAYNE
                    Lucius. I'm playing this one pretty
                    close to the chest.

                              FOX
                    Fair enough.
          Fox looks at Wayne as he leaves.   Uneasy.

          INT. BAT-BUNKER -- CONTINUOUS -- INTERCUT

          Wayne examines the fingerprint-

                              WAYNE
                    I've run it through all the databases
                    and came up with four possibles.
          Wayne gets up to let Alfred sit.

                              WAYNE (CONT'D)
                    Cross-reference the addresses.
                    Look for Parkside and around.
          Wayne opens a HYDRAULIC DOOR, revealing a gleaming MV AUGUSTA
          BRUTALE. As he moves the bike onto the lift...

                              ALFRED
                    Got one. Melvin White, aggravated
                    assault, moved to Arkham twice- 1502
                    Randolph Apartments, just off State-

          

                                                                    62.

          

          

                              WAYNE
                    Overlooking the parade.
          Wayne and the bike rise on the lift.

          EXT. PARKSIDE AVENUE -- DAY

          The avenue has been blocked off. Onlookers line the
          sidewalks. POLICE march past in dress uniform. Engel does a
          stand-up on the sidewalk.

                              ENGEL
                    With no word from the Batman- even as
                    they mourn Commissioner Loeb, these
                    cops have to be wondering if the
                    Joker is going to make good on his
                    threat to kill the Mayor today...
          On the buildings above, POLICE SNIPERS scan the crowd.
          Gordon keys his radio-

                              GORDON
                    How's it looking up top?

                              POLICE SNIPER
                    We're tight. But frankly... there's
                    a lot of windows up here.
          Gordon looks up at the myriad buildings overlooking the
          podium.

          EXT. GOTHAM STREETS -- CONTINUOUS

          Wayne maneuvers the Ducati through the traffic. He pulls up
          near a parade barricade- dismounts and slips into an alley.

          INT. TENEMENT -- CONTINUOUS

          Some of the building's hard-luck TENANTS eye Wayne as he
          counts doors down the hallway. He finds 1502...

          EXT. PARKSIDE AVENUE -- LATER

          A SEA OF POLICE fills the Avenue. In the center, three
          grieving families and an HONOR GUARD. The Mayor at the
          podium. Gordon behind. Dent is seated with Rachel.

                              THE MAYOR
                    ...and as we recognize the sacrifice
                    of these officers, we must remember
                    that vigilance is the price of
                    safety.

          INT. TENEMENT -- CONTINUOUS

          Wayne enters: EIGHT MEN IN UNDERSHIRTS, bound, gagged,
          blindfolded. A SNIPER SCOPE on a tripod at the window.
          Wayne moves to the first man, RIPS the tape from his mouth.

          

                                                                   63.

          

          

                              MAN
                        (breathing hard)
                    Took... they took our guns, our
                    uniforms...

          EXT. PARKSIDE AVENUE -- CONTINUOUS

          Gordon scans the crowd. The Mayor wraps up- the Honor Guard
          steps forward, raises weapons...

          EXT. ROOFTOP OVERLOOKING PARKSIDE -- CONTINUOUS

          A POLICE SNIPER scans the windows of the tenement...

          INT. TENEMENT -- CONTINUOUS

          Wayne RACES to the window, looks through the SCOPE to see:

          EXT. STATE STREET -- CONTINUOUS

          THE HONOR GUARD TURN THEIR WEAPONS ON THE MAYOR.   One SMILES,
          flesh-colored makeup over his scars. THE JOKER.
          Gordon LEAPS FORWARD- they FIRE- GORDON TAKES SHOTS TO THE
          BACK as he SLAMS the Mayor to the ground-

          EXT. ROOFTOP OVERLOOKING PARKSIDE -- CONTINUOUS

          The Police Sniper SPOTS Wayne at the window- SHOOTS-

          INT. TENEMENT -- CONTINUOUS

          Wayne DUCKS as SHOTS erupt around the window-

          EXT. PARKSIDE -- CONTINUOUS

          PANDEMONIUM erupts-One of the honor guard is TAGGED IN THE
          LEG- GOES DOWN. The others MELT into the CHAOS.
          On the podium, Stephens rolls Gordon over... he is not
          moving.

          EXT. SIDE STREET OFF PARKSIDE -- MOMENTS LATER

          CHAOS. Dent approaches an ambulance sitting in the alley.
          Two cops jump out and run over to their commander. Dent
          steps up into the back.

          INT. AMBULANCE -- CONTINUOUS

          The Joker's thug sits there. Handcuffed. A PARAMEDIC
          bandages his leg. Cops run past, barking orders.

                              DENT
                    Tell me what you know about the
                    Joker.

          

                                                                     64.

          

          
          The Joker's thug looks at Dent. Smirks. Dent looks down.
          Exasperated. Looks back up at the Joker's Thug. Spots
          something- moves closer- the man's uniform... his name tag...

          OFFICER RACHEL DAWES.
          Dent, breathing hard, looks around: the paramedic jumps out,
          rushing to help a FALLEN OFFICER. Dent spies the keys in the
          ignition. Jumps into the driver's seat...

          EXT. GORDON'S HOUSE -- DUSK

          Barbara Gordon stands in the doorway, scared.      Stephens and a
          UNIFORMED OFFICER stand in front of her.

                              STEPHENS
                    I'm sorry, Barbara.
          James Gordon pushes past his mother to look at Stephens.
          Barbara tries to push him back inside.

                              BARBARA
                    Jimmy, go play with your sister...
          James stays just inside the door.

                                 STEPHENS
                    I'm sorry.
          Barbara stares at Stephens.       Then looks past him.

                              BARBARA
                    Are you out there?!       Are you?!
          James spots something- Batman, perched in the shadows.

                              BARBARA
                    You brought this on us! This
                    craziness! You did! You brought
                    this...!
          She collapses into Stephens's arms.      Batman hangs his head.

          EXT. ROOF, MCU -- NIGHT

          Detectives from MCU stand around the lit bat-signal.

                              STEPHENS
                    Switch it off- he ain't coming.
                    He doesn't want to talk to us. God
                    help whoever he does want to talk to-

          INT. NIGHTCLUB -- NIGHT

          Strobe lights. Pounding music. Maroni is in a booth at the
          side with his MISTRESS. His bodyguards are around the table.

          

                                                                   65.

          

          

                              MISTRESS
                        (shouting over music)
                    Can't we go someplace quieter!    We
                    can't hear each other talk!

                              MARONI
                    I don't wanna hear you talk.

                              MISTRESS
                        (can't hear)
                    What?!
          One of Maroni's Bodyguards DROPS- Maroni looks over- in the
          strobe lights- Batman SAVAGES his bodyguards- people RUN,
          TERRIFIED. Maroni starts to get out of his seat- Batman
          LANDS like a panther on the table in front of him-

          INT. MCU -- NIGHT

          Rachel moves through the chaotic bullpen at MCU-
          EYEWITNESSES, civilian and cop are being questioned.
          Rachel's phone rings.

                              RACHEL
                    Harvey, where are you?!
          INTERCUT with Dent in an INDISTINCT interior setting.

                              DENT
                    Where are you?

                              RACHEL
                    Where you should be- at Major Crimes
                    trying to sort through all the-

                              DENT
                    Rachel, listen to me.    You're not
                    safe there.

                              RACHEL
                    This is Gordon's unit, Harvey-

                              DENT
                    Gordon's gone, Rachel.

                              RACHEL
                    He vouched for these men-

                              DENT
                    And he's gone. The Joker's named you
                    next.
          Rachel looks around the bullpen.    Eyeing the detectives.

                              DENT
                    Rachel, I can't let anything happen
                    to you. I love you too much.

                              (MOR E)

          

                                                                  66.
                              DEN T (cont'd)
                    Is there someone, anyone in this city
                    we can trust?

                                RACHEL
                    Bruce.    We can trust Bruce Wayne.

                              DENT
                    Rachel, I know he's your friend but-

                              RACHEL
                    Trust me, Harvey, Bruce's penthouse
                    is now the safest place in the city.

                               DENT
                    Okay. Go straight there. Don't tell
                    anyone where you're going. I'll find
                    you there.
          Wider shows us we are-

          INT. BASEMENT, CONDEMNED BUILDING -- CONTINUOUS


                              DENT
                    I love you.
          Dent hangs up the phone. TAPED to a chair in front of Dent-
          the Joker's Thug, blindfolded. Dent RIPS off the
          blindfold...

          EXT. FIRE ESCAPE -- NIGHT

          Maroni opens his eyes.   Batman is holding him by the collar.

                              BATMAN
                    I want the Joker.

                              MARONI
                        (looks down)
                    From one professional to another-if
                    you're trying to scare someone, pick
                    a better spot. From this height the
                    fall wouldn't kill me.

                              BATMAN
                    I'm counting on it.
          Batman lets go.    Maroni FALLS.   And SCREAMS.

          EXT. SIDEWALK -- NIGHT

          Maroni NAILS the pavement. CLUTCHES at his leg, which is
          badly broken. Batman FLIES down, landing over him- hauls him
          up. Maroni HOLLERS in pain.

                              BATMAN
                    Where is he?

                              MARONI
                    I don't know, he found us-

          

                                                                    67.

          

          

                              BATMAN
                    He must have friends.

                                 MARONI
                    Friends?     You met this guy?

                              BATMAN
                    Someone knows where he is.
          Maroni looks up at Batman.    Sneering.

                              MARONI
                    No one's gonna tell you anything-
                    they're wise to your act- you got
                    rules... the Joker, he's got no
                    rules. No one's gonna cross him for
                    you. You want this guy, you got one
                    way. And you already know what that
                    is. Just take off that mask and let
                    him come find you.
          Batman DROPS Maroni.

                               MARONI
                    Or you want to let a couple more
                    people get killed while you make up
                    your mind?

          INT. BASEMENT, CONDEMNED BUILDING -- NIGHT

          Dent shows the Joker's Thug a GUN.    Bullets.   Loads the gun.
          SHOVES it in his face-

                              DENT
                    You wanna play games?
          Dent PUSHES the gun against the thug's head with REAL MALICE.
          Pulls it away and FIRES. The Thug FLINCHES. Dent puts the
          gun barrel against the thug's temple-

                              JOKER'S THUG
                        (rattled)
                    You wouldn't...
          And pulls his lucky coin out of his pocket.

                              DENT
                    No. I wouldn't. That's why I'm not
                    going to leave it up to me.
                        (shows him coin)
                    Heads- you get to keep your head.
                    Tails... not so lucky. So, you want
                    to tell me about the Joker?
          The Thug, scared, says nothing. Dent FLICKS the coin into
          the air. SLAPS it onto the back of his gun hand (aiming with
          wrist horizontal). Dent shows him the coin. Heads. The
          Thug exhales, SHAKING.

          

                                                                     68.

          

          

                                DENT
                    Go again?

                              JOKER'S THUG
                        (sobbing)
                    I don't know anything!

                              DENT
                    You're not playing the odds, friend.
          Dent tosses the coin again.   This time IT DOESN'T LAND.   Dent
          looks up. Batman is there.

                              BATMAN
                    You'd leave a man's life to chance?

                              DENT
                    Not exactly.

                              BATMAN
                    His name's Schiff, Thomas. He's a
                    paranoid schizophrenic, a former
                    patient at Arkham. The kind of mind
                    the Joker attracts.
          Batman moves away from Schiff.

                              BATMAN
                    What do expect to learn from him?
          Dent is shivering with frustration.

                              DENT
                    The Joker killed Gordon- and, and
                    Loeb. He's going to kill Rachel...

                              BATMAN
                    You're the symbol of hope that I
                    could never be. Your stand against
                    organized crime is the first
                    legitimate ray of light in Gotham for
                    decades. If anyone saw this,
                    everything would be undone- all the
                    criminals you got off the streets
                    would be released. And Jim Gordon
                    will have died for nothing.
          Batman hands Dent his lucky coin.

                              BATMAN
                    You're going to call a press
                    conference. Tomorrow morning.

                                DENT
                    Why?

          

                                                                        69.

          

          

                                 BATMAN
                       No one else will die because of me.
                       Gotham is in your hands, now.

                                    DENT
                       You can't!     You can't give in!
          But Batman is gone.

          INT. BEDROOM, WAYNE PENTHOUSE -- NIGHT

          Rachel watches Gotham through the window.        Wayne enters.

                                 RACHEL
                       Harvey called. He says Batman is
                       going to turn himself in.

                                 WAYNE
                       I have no choice.

                                 RACHEL
                       You honestly think it's going to stop
                       the Joker from killing?

                                 WAYNE
                       Perhaps not. But I've got enough
                       blood on my hands. I've seen, now,
                       what I would have to become to stop
                       men like him.
          Rachel looks at Wayne.       She cannot help him.

                                 WAYNE
                       You once told me that if the day came
                       when I was finished...
          Wayne moves towards her.

                                 WAYNE
                       We'd be together.

                                 RACHEL
                       Bruce, don't make me your one hope
                       for a normal life-
          Wayne takes her in his arms.

                                 WAYNE
                       But did you mean it?

                                    RACHEL
                       Yes.
          They kiss.    Then separate.       She looks sadly into his eyes.

                                 RACHEL
                       But they won't let us be together
                       after you turn yourself in.

          

                                                                      70.

          

          
          Wayne nods.   Leaves.   She watches him go.

          INT. BAT-BUNKER -- DAWN

          Alfred shovels DOCUMENTS into an incinerator- blueprints,
          designs, files. He pauses, looking down at a book.

                              ALFRED
                    Even the logs?

                              WAYNE
                    Anything that could lead back to
                    Lucius or Rachel.
          Alfred tosses the book onto the fire.    STARES at Wayne.

                              WAYNE
                    People are dying, Alfred.     What would
                    you have me do?
          Alfred looks into Wayne's eyes with a fearsome gaze.

                              ALFRED
                    Endure, Master Wayne. Take it.
                    They'll hate you for it, but that's
                    the point of Batman... he can be the
                    outcast. He can make the choice no
                    one else can face. The right choice.
          Wayne shakes his head.

                              WAYNE
                    Today I've found out what Batman
                    can't do. He can't endure this.
                        (rueful smile)
                    Today you get to say 'I told you so'.

                               ALFRED
                    Today, I don't want to.
                        (beat)
                    Although I did bloody tell you.
          Wayne sinks the Bat-suit, Alfred closes the incinerator.
          They head for the lift.

                              ALFRED
                    I suppose they'll lock me up as well.
                    Your accomplice.

                              WAYNE
                    Accomplice? I'm going to tell them
                    the whole thing was your idea.
          They power down, leaving the Bat-bunker in darkness.

          

                                                                     71.

          

          

          INT. PRESS ROOM, SUPERIOR COURT -- DAY

          A capacity crowd of REPORTERS, COPS, and PUBLIC.   Dent is at
          the podium. Wayne sits in the crowd.

                              DENT
                    Ladies and Gentlemen, thank you for
                    coming. I've called this press
                    conference for two reasons. Firstly,
                    to assure the citizens of Gotham that
                    everything that can be done over the
                    Joker killing is being done.
                    Secondly, because the Batman has
                    offered to turn himself in-
          The crowd REACTS-

                              HECKLER
                    So where is he?!

                              DENT
                    But first. Let's consider the
                    situation: should we give in to this
                    terrorist's demands? Do we really
                    think that-

                               REPORTER
                    You'd rather protect an outlaw
                    vigilante than the lives of
                    citizens?!
          The crowd noisily assents.    Dent calmly motions quiet.

                              DENT
                    The Batman is an outlaw...

          INT. WAYNE PENTHOUSE -- CONTINUOUS

          Rachel is watching the press conference on TV.

                              DENT (O.S.)
                    But that's not why we're demanding he
                    turn himself in. We're doing it
                    because we're scared. We've been
                    happy to let Batman clean up our
                    streets for us until now-

          INT. PRESS ROOM, SUPERIOR COURT -- CONTINUOUS


                              HECKLER
                    Things are worse than ever!
          Wayne looks at the Heckler. At the angry crowd.    Dent leans
          over the podium. Impassioned.

                              DENT
                    Yes. They are. But the night is
                    darkest just before the dawn.

                              (MOR E)

          

                                                                     72.
                               DEN T (cont'd)
                     And I promise you, the dawn is
                     coming.
                         (the crowd quiets)
                     One day, the Batman will have to
                     answer for the laws he's broken- but
                     to us, not to this madman.
          The crowd seems moved by his words, then, a CHANT-

                               COP HECKLER

                     NO MORE DEAD COPS!!
          Appreciative noise.

                               REPORTER

                     WHERE IS THE BATMAN?
          People take up the chant.     Dent has lost them.   He knows it.

                               DENT
                     So be it.
                         (turns to officers)
                     Take the Batman into custody.
          At this, a HUSH DESCENDS. Wayne is sitting towards the back.
          Hungry eyes scan the room. Wayne starts to rise... DENT

          OFFERS HIS OWN WRISTS TO THE OFFICERS-

                               DENT
                     I am the Batman.
          A beat.   Wayne stares.

          INT. WAYNE PENTHOUSE -- CONTINUOUS

          Rachel STARES as Dent is arrested on TV.    Appalled.

          INT. WAYNE PENTHOUSE -- DAY

          Rachel comes up to Alfred.     Upset.

                               RACHEL
                     Why is he letting Harvey do this,
                     Alfred?

                               ALFRED
                     I don't know. He went down to the
                     press conference-

                               RACHEL
                     And just stood by?!

                               ALFRED
                     Perhaps both Bruce and Mr.Dent
                     believe that Batman stands for
                     something more important than a
                     terrorist's whims, Miss Dawes, even
                     if everyone hates him for it.

                               (MOR E)

          

                                                                  73.
                              ALF RED (cont'd)
                    That's the sacrifice he's making- to
                    not be a hero. To be something more.

                              RACHEL
                    Well, you're right about one thing-
                    letting Harvey take the fall is not
                    heroic.
          Rachel holds out an ENVELOPE.

                              RACHEL
                    You know Bruce best, Alfred... give
                    it to him when the time is right.

                              ALFRED
                    How will I know?

                              RACHEL
                    It's not sealed.
          Alfred takes the envelope.   Rachel gives him a kiss.

                              RACHEL
                    Goodbye, Alfred.

                              ALFRED
                    Goodbye, Rachel.

          INT. CELL, MCU -- EVENING

          A Detective unlocks the cell and lets Rachel inside.

                              DENT
                    I'm sorry, I didn't have time to talk
                    this through with you.

                              RACHEL
                    Don't offer yourself as bait, Harvey.

                              DENT
                    They're transferring me to central
                    holding. This is the Joker's chance,
                    and when he attacks, Batman will take
                    him down.

                               RACHEL
                    No.   This is too dangerous-
          The Detective knocks.   Dent rises.

          EXT. COURTYARD MCU -- EVENING

          Detectives stare at Dent as he is led, shackled, to the
          waiting CONVOY. Stephens begins CLAPPING- a handful join in,
          but most remain silent. Rachel follows him to the back of an
          armored vehicle.

          

                                                                   74.

          

          

                              RACHEL
                    He's using you as bait- but he
                    doesn't know if he can get the Joker-
                    he's failed so far.

                              DENT
                    How do you know what he's thinking?

                               RACHEL
                        (beat)
                    I just do, okay? Harvey, this isn't
                    just about you, what about all the
                    people counting on you to turn this
                    city around? Tell everyone the truth-
          Dent kisses her.   Pulls out his LUCKY COIN-

                              DENT
                    Heads I go through with it.

                              RACHEL
                    This is your life... you don't leave
                    something like this to chance...
          Dent tosses it at her- Rachel catches it.   Looks.   Heads.

                              DENT
                        (sincere)
                    I'm not.
          She turns it over: IT IS DOUBLE-HEADED. She looks up- the
          DOORS CLOSE on his smile. She shakes her head. Torn.

                              RACHEL
                    You make your own luck.
          As SWATS file into the back of the support vehicles-

                              ACTING COMISSIONER
                    We get this guy to County and he's
                    their problem. The streets along
                    your route will be cleared. The
                    convoy stops FOR NO REASON...

          INT. ARMORED CAR -- CONTINUOUS

          A Swat with a shotgun climbs into the cab. Pulls on his
          mask. Looks over at the DRIVER, who's already wearing his.

                              SHOTGUN SWAT
                    Hope you've got some moves.

          EXT. TENTH AVENUE, DOWNTOWN -- CONTINUOUS

          The convoy ROCKETS past a roadblock.

          

                                                                    75.

          

          

          INT. ARMORED CAR -- CONTINUOUS

          The Swats are staring at Dent, fascinated.   He smiles.

          EXT. INTERSECTION -- CONTINUOUS

          An Officer holding up traffic.    A TRUCK pulls up.

                              OFFICER
                    You wait like everybody else, pal.
          A SHOTGUN BLAST sends the Officer flying. A second blast
          illuminates the shooter's face: the Joker.

          INT. LEAD PATROL CAR, CONVOY -- CONTINUOUS

          The SWAT behind the wheel of the lead black-and-white slows
          as he sees something burning in the intersection ahead.

          EXT. AVENUE -- CONTINUOUS

          Overhead, a police HELICOPTER checks the route, hovering
          above a burning FIRE TRUCK, BLOCKING the road.

          INT. ARMORED CAR -- CONTINUOUS

          The Driver is all business.   The radio CRACKLES.

                              RADIO
                    All units, be advised. All units
                    will exit down Cheviot west and
                    proceed north on lower 5th avenue.

                              SHOTGUN SWAT
                    Lower 5th? We'll be like ducks in a
                    barrel down there.

          EXT. SURFACE STREETS -- CONTINUOUS

          The convoy disappears down the exit ramp.

          EXT. LOWER FIFTH AVENUE -- NIGHT

          The convoy rolls through the subterranean streets. A GARBAGE
          TRUCK pulls up behind and casually SWIPES the rear vehicles
          of the convoy off the road...

          INT. ARMORED CAR -- CONTINUOUS


                              SHOTGUN SWAT
                    Get us out of here!
          The Driver NAILS the gas-

          EXT. LOWER FIFTH -- CONTINUOUS

          The Garbage Truck pushes hard on the armored car, ramming its
          rear bumper, FORCING it forward.

          

                                                                  76.

          

          

          INT. ARMORED CAR -- NIGHT

          The Driver watches the Truck fill his rear view.   Shotgun
          Swat picks up the radio.

                              SHOTGUN SWAT
                    We've got company back here-

          EXT. LOWER FIFTH AVENUE -- NIGHT

          A SECOND TRUCK SMASHES into the SWAT van at the head of the
          convoy, SMASHING it through the concrete barriers and INTO
          THE RIVER. The truck is branded "LAUGHTER" but and "S" has
          been spayed at the front to make "SLAUGHTER" with "HA, HA,
          HA" all over the side...
          The Joker's Truck DODGES between the support columns and into
          the oncoming lane- pulls alongside the armored car.
          The Driver looks over. The cargo door on the truck slides
          open. Inside, the Joker, holding a machine gun.
          The armored car LOCKS up its brakes, but the garbage truck
          pushes it forward as the Joker fires- BULLETS slamming into
          the side of the vehicle-

          INT. REAR CABIN, ARMORED CAR -- CONTINUOUS

          Dent is calm as the SWATS FLINCH from the bullet indentations-

          INT. UP FRONT, ARMORED CAR -- CONTINUOUS

          Shotgun SWAT STARES at the Joker.

          INT. REAR TRAILER OF TRUCK -- NIGHT

          The Joker drops his machine gun and picks up and RPG. He
          stops- SEES something up ahead, racing towards the second
          truck- the BATMOBILE. The Joker stares, fascinated, as-

          EXT. LOWER FIFTH -- CONTINUOUS

          -THE BATMOBILE PLOWS STRAIGHT INTO THE SECOND TRUCK- the low-
          profile car sending the truck UP INTO THE CONCRETE CEILING-
          the Batmobile carries on through, as the TRUCK DISINTEGRATES.

          INT. TRUCK -- NIGHT

          The Joker looks back to the batmobile, amused.

                              JOKER'S THUG
                    Is that him-?

                              THE JOKER
                    Anyone could be driving that thing-
                    stay on Dent.
          The Joker lines up his RPG and prepares to fire-

          

                                                                   77.

          

          

          INT. ARMORED CAR -- CONTINUOUS

          Shotgun SWAT's eyes go wide at the Joker's weapon- the Driver
          JAMS the brakes-

          EXT. LOWER FIFTH -- CONTINUOUS

          The Armored Car CRASHES BACK against the Garbage Truck,
          BRAKING, SCRAPING, SLOWING just enough- the RPG SLAMS into
          the SQUAD CAR in front of them and EXPLODES- the armored car
          BURSTS through the fireball and continues.

          EXT. LOWER FIFTH -- CONTINUOUS

          The Batmobile SPINS around to rejoin the pursuit.

          INT. JOKER'S TRUCK -- NIGHT

          The Joker turns his men to RELOAD his RPG-

                                THE JOKER
                    Do me up-
          Turns back- levels his RPG out the window.    Aims.

          INT. BATMOBILE -- NIGHT

          Batman watches as the Joker prepares to fire. Several rows
          of cars separate them. He toggles the afterburner.

          INT. PASSENGER CAR -- NIGHT

          Two small children in the back of the car watch as the
          Batmobile ROCKETS overhead.

          EXT. LOWER LEVEL STREET -- NIGHT

          The Joker steadies the RPG and FIRES- the Batmobile CRASHES
          down into the open space between the two vehicles- taking the
          hit from the RPG which EXPLODES-
          The rear of the Batmobile EXPLODES- SPINNING the FLAMING car-

          INT. ARMORED CAR -- NIGHT

          SWATS react to the EXPLOSION.     Dent is calm.

          INT. CAB OF JOKER'S TRUCK -- CONTINUOUS

          The Driver takes a DEBRIS HIT to the head-

          INT. TRUCK -- CONTINUOUS

          The Joker CACKLES with delight as he is THROWN AROUND the
          rear of the trailer-

          

                                                                    78.

          

          

          INT. BATMOBILE -- CONTINUOUS

          Batman WRESTLES the pod controls, SPINNING on the GYRO-

          EXT. LOWER LEVEL STREET -- CONTINUOUS

          The Batmobile flips over to come to rest in a smoking heap-
          the front end intact, rear wheels scattered across the
          roadway. A small crowd gathers.

          EXT. LOWER LEVEL STREET -- CONTINUOUS

          The Joker JUMPS down from the truck, still giggling like a
          kid- looks back at the Batmobile's destruction-

                              THE JOKER
                    Whoever he was... he ain't now.
          The Joker YANKS his dead driver out of the cab, JUMPS over
          him to take the wheel and pull back onto the roadway.

          EXT. LOWER LEVEL STREET -- CONTINUOUS

          The armored car pulls ahead, the Joker's truck in hot
          pursuit.

          INT. ARMORED CAR -- CONTINUOUS

          Shotgun SWAT glances in the rear view mirror, slaps the dash-

                              SHOTGUN SWAT
                    Let's get topside- we need that air
                    support!

          EXT. LOWER LEVEL STREET -- CONTINUOUS

          The armored car PULLS onto a RAMP, heading up.   The Joker's
          Truck follows.

          EXT. LOWER LEVEL STREET -- CONTINUOUS

          People stare at the smoking wreck, inching closer...

          INT. BATMOBILE -- CONTINUOUS

          Batman adjusts his position.   Hits a button-

                              BATMOBILE VOICE
                    Damage catastrophic. Initiate eject
                    and self-destruct.
          Arm guards GRAB Batman's forearms as EXPLOSIVE BOLTS FIRE all
          around the pod...

                               BATMOBILE VOICE
                    Goodbye.

          

                                                                 79.

          

          

          EXT. LOWER LEVEL STREET -- CONTINUOUS

          The crowd JUMPS- PANELS of the front of the car BLOW OUT-
          The crowd stares, OPEN-MOUTHED, as Batman EMERGES, HOISTED UP
          AND OUT of the flaming car by the FRONT POD- LEVERING OVER
          the FRONT WHEEL... the pod PUSHES the OTHER WHEEL IN FRONT to
          form a type of MOTORCYCLE-
          The BAT-POD SHOOTS FORWARD, bursting free as the Batmobile
          DETONATES, DYING in a MASSIVE FIREBALL... Batman's cape
          SUCKS TOGETHER, forming a TIGHT PACK on his shoulders, clear
          of the CHURNING REAR TIRE of the bat-pod...

          EXT. PARKSIDE -- CONTINUOUS

          The armored car races down the street- the CHOPPER dips low.

                              PILOT
                    We're back on point- and ready to
                    give some of their own medicine-

          INT. POLICE CHOPPER -- CONTINUOUS

          A Cop pulls out an ASSAULT RIFLE.   COCKS it-

          INT. CAB OF JOKER'S TRUCK -- CONTINUOUS

          The Joker FIGHTS with the truck's gearbox, turns to his Thug-

                              THE JOKER
                    Tee 'em up.
          The Thug GRABS his radio.

          EXT. FIRE ESCAPE -- CONTINUOUS

          A Joker Thug in clown mask loads up the cable gun seen in the
          bank heist.

          EXT. SECOND FIRE ESCAPE -- CONTINUOUS

          Another thug loads his own cable gun...

          INT. PASSENGER CAR, LOWER LEVEL STREET -- NIGHT

          A motorist stares through his rear-view mirror, transfixed,
          as the bat-pod TEARS past. He YELPS as the bat-pod SMASHES
          the wing mirror from his car.

          EXT. LOWER LEVEL STREET -- NIGHT

          Batman accelerates, oblivious to the STACCATO of CLEAVED wing
          mirrors as the bat-pod RAZORS through traffic- CROSSES a BUSY
          INTERSECTION- The bat-pod CUTS off the crowded lower level
          street, ROARING over into the PARKING LANES-

          

                                                                 80.

          

          
          Batman squeezes his triggers- BLASTING at PARKED CARS,
          BLOWING them out of the way, literally CANNONING A PATH for
          the pod...

          EXT. TRAIN STATION -- CONTINUOUS

          The Bat-Pod CANNONS through the glass doors and RACES through
          the station/mall- COMMUTERS screaming and diving out of the
          way-
          The Bat-Pod races up the stairs and onto the upper street-

          EXT. PARKSIDE -- CONTINUOUS

          The Joker's Thugs FIRE THE CABLES ACROSS THE STREET AT
          SEVENTH FLOOR LEVEL... they pull TAUT as the Chopper
          approaches, unawares... the Chopper CATCHES on the cables,
          GOING DOWN in a FIERY BALL that BARRELS along the street
          towards the armored car...

          INT. ARMORED CAR -- CONTINUOUS

          The Driver steers around the flaming wreckage as the Shotgun

          SWAT SHUTS HIS EYES-

          EXT. NARROW ALLEY -- CONTINUOUS

          The Bat-pod TEARS down a narrow alley blocked with DUMPSTERS-
          CANNONS the dumpsters to make a path-

          INT. CAB OF JOKER'S TRUCK -- NIGHT

          The Joker hands the wheel to his man- takes a submachine gun-

                                 THUG
                    Boss?
          The Joker looks ahead to see the Bat-pod emerge from the
          alley in a cloud of fire, SKIDDING SIDEWAYS IMPOSSIBLY- it

          RACES TOWARDS THEM-

                              THE JOKER
                    Guess it was him.

          EXT. PARKSIDE -- NIGHT

          The Bat-pod RACES straight at the Joker's truck- FIRES A
          HARPOON at the Joker's truck- it IMPACTS low, below the
          bumper-

          INT. TRUCK -- CONTINUOUS

          The Joker's Thug DUCKS, then comes back up, beaming.

                                 JOKER'S THUG
                    He missed!

          

                                                                    81.

          

          

          EXT. PARKSIDE -- CONTINUOUS

          Batman SWERVES past the Joker's truck, SLALOMS, wrapping the
          CABLES around a LAMP POST, SPINNING to a halt to watch...

          EXT. PARKSIDE -- CONTINUOUS

          The cable goes TAUT, RIPPING one post from its foundation-
          the TRUCK'S FRONT WHEELS CATCH, FLIPPING IT END OVER END...
          The Joker crawls from the wreckage. He jumps over the median
          and starts waving his pistol at oncoming traffic. Batman
          GUNS the bat-pod and rides it up and over the median.

          INT. ARMORED CAR -- NIGHT

          The Driver slows the car, pulls to the side.

                              SHOTGUN SWAT
                    What the hell are you doing?

          EXT. PARKSIDE -- NIGHT

          The Joker walks towards the Bat-pod, which SPEEDS towards
          him. He is FIRING his gun RANDOMLY at the oncoming traffic.

                                THE JOKER
                    Hit me.    Come on. Hit me.
          Batman watches as the Joker holds out his arms.   Waiting for
          impact. There is no room to go around him.
          Batman LOCKS UP THE BRAKES.
          The Joker watches as Batman DUMPS the bike, rather than
          smashing into him. Batman SLAMS into the wall.
          The Joker's thug reach Batman first. He is unconscious. The
          first Thug pulls at the mask. An ELECTRIC SHOCK from the bat-
          suit THROWS him back. The Joker LAUGHS. Flicks his
          switchblade. Crouches-

                                VOICE
                    Drop it.

                              THE JOKER
                    Just give me a second.
          The gun is COCKED. The Joker drops the knife. Sits. Looks
          back. Behind them is the armored car. The man standing over
          him is the Driver. He pulls off his helmet.
          It's JIM GORDON.    Back from the dead.

                              GORDON
                    We got you, you son of a bitch.

          

                                                                     82.

          

          

          INT. ARMORED CAR -- MOMENTS LATER

          Dent looks up as the door swings open to reveal Gordon.      Dent

          GRINS.

                                 DENT
                       Lieutenant, you do like to play it
                       pretty close to the chest...

                                 GORDON
                       We got him, Harvey.
          Dent nods.    Respect in his eyes.   They shake hands.

          EXT. PARKSIDE -- NIGHT

          A small army of cops have sealed off the roadway.      Gordon
          pulls away in the squad car containing the Joker.
          REPORTERS clamor for an interview with Dent, who is being
          helped out of the van by the SWATS. Ramirez pushes through
          the pack, shoving reporters aside.

                                 RAMIREZ
                       Let him be! He's been through enough-
          Dent follows Ramirez to a squad car- Wuertz is in the
          driver's seat. Dent smiles at Ramirez as she opens the rear
          door.

                                 DENT
                       Thanks, detective- I've got a date
                       with a pretty upset fiancée.

                                 RAMIREZ
                       I figured, counselor.
          Ramirez shuts the door on Dent.      Signals Wuertz to pull out.

          INT. HOLDING, MCU, GOTHAM CENTRAL -- NIGHT

          The Joker sits in a holding cage. His makeup has run, his
          clothes a mess- but his calm lends him an odd dignity. COPS
          SMASH their night sticks against the bars near the Joker's
          head. The Joker does not flinch.

                                 GORDON
                       Stand away! All of you. I don't
                       want anything for his mob lawyer to
                       use, understand? Handle this guy
                       like he's made of glass.
          The Mayor walks in.    Shakes Gordon's hand.

                                 MAYOR
                       Back from the dead.

          

                                                                  83.

          

          

                              GORDON
                    I couldn't chance my family's safety.
          The Mayor looks over at the Joker in his cage.

                              MAYOR
                    What do we got?

                              GORDON
                    Nothing. No matches on prints, DNA,
                    dental. Clothing is custom, no
                    labels. Nothing in his pockets but
                    knives and lint. No name, no other
                    alias... nothing.

                              MAYOR
                    Go home, Gordon. The clown'll keep
                    till morning. Get some rest- you're
                    going to need it. Tomorrow, you take
                    the big job.
                        (off look)
                    You don't have any say in the matter.
                        (louder, for all)
                    Commissioner Gordon.
          The cops in M.C.U. start CHEERING.

          EXT. GORDON HOME -- NIGHT

          Gordon rings the bell.   Barbara answers it, dressed in black.

                              GORDON
                    I couldn't tell you.   I couldn't risk-
          She SLAPS Gordon.   He grabs her, holds her tight as she sobs.

          INT. HOLDING, MCU, GOTHAM CENTRAL -- NIGHT

          The Joker's men are processed. In the harsh light, the men
          look a little ridiculous in their clown make-up. DETECTIVE
          MURPHY turns to Stephens.

                              DETECTIVE MURPHY
                    Look at these ugly bastards.
          One of the men, walks over, clutching at his belly.

                              FAT THUG
                    I don't feel good.

                              DETECTIVE MURPHY
                    You're a cop killer. You're lucky to
                    be feeling anything below the neck.
          Alone in his cage, the Joker smiles at this.

          

                                                                     84.

          

          

          INT. KIDS' BEDROOM, GORDON HOME -- NIGHT

          Gordon crouches by his son's beside. He reaches out to touch
          James Jr's cheek. James's eyes open. Staring at his dad as
          if still dreaming.

                              JAMES
                        (whispers)
                    Did Batman save you, dad?
          Gordon looks at his son.   A little pride seeps in.

                              GORDON
                    Actually, this time I saved him.
          Gordon's phone rings-

          INT. MAJOR CRIMES UNIT, GOTHAM CENTRAL -- NIGHT

          Gordon PUSHES through the swarm of detectives crowded into
          the observation room. The Joker can be seen through the
          glass, as well as on a large MONITOR. Sitting there. Calm.

                              GORDON
                    Has he said anything, yet?
          Ramirez shakes her head.   Gordon PUSHES through a door...

          INT. INTERROGATION, MCU, GOTHAM CENTRAL -- NIGHT

          The Joker, in near darkness.    Gordon walks in.   Sits.

                              THE JOKER
                    Evening, Commissioner.

                              GORDON
                    Harvey Dent never made it home.

                              THE JOKER
                    Of course not.

                              GORDON
                    What have you done with him?

                              THE JOKER
                        (laughs)
                    Me? I was right here. Who did you
                    leave him with? Your people?
                    Assuming, of course, that they are
                    your people not Maroni's...
                        (off look)
                    Does it depress you, Lieutenant, to
                    know how alone you are?
          Gordon can't help glancing at the mounted CAMERA.

          

                                                                     85.

          

          

                               THE JOKER
                     Does it make you feel responsible for
                     Harvey Dent's current predicament?

                               GORDON
                     Where is he?

                               THE JOKER
                     What time is it?

                               GORDON
                     What difference does that make?

                               THE JOKER
                     Depending on the time, he might be in
                     one spot.
                         (smiles)
                     Or several.
          Gordon stands.     Moves to the Joker.   Undoes his handcuffs.

                               GORDON
                     If we're going to play games, I'm
                     going to need a cup of coffee.

                               THE JOKER
                     The good cop, bad cop routine?
          Gordon pauses, hand on the doorknob.

                               GORDON
                     Not exactly.
          Gordon steps out. The overhead lights COME ON. BATMAN IS
          BEHIND HIM. The Joker BLINKS in the HARSH WHITE LIGHT.
          WHAM! The Joker's face HITS the table- comes up for air-
          CRACK! CRACK! To the head. Batman is in front of him. The
          Joker stares, fascinated. Bleeding.

                               THE JOKER
                     Never start with the head... victim
                     gets fuzzy. Can't feel the next-
          CRACK!   Batman's fist SMACKS down on the Joker's fingers.

                                     THE JOKER
                            (calm)
                     See?

                               BATMAN
                     You wanted me. Here I am.

                               THE JOKER
                     I wanted to see what you'd do.     And
                     you didn't disappoint...
                         (laughs)
                     You let five people die.

                               (MOR E)

          

                                                                 86.
                              THE JOKE R (cont'd)
                    Then you let Dent take your place.
                    Even to a guy like me... that's cold-

                              BATMAN
                    Where's Dent?

                              THE JOKER
                    Those mob fools want you gone so they
                    can get back to the way things were.
                    But I know the truth- there's no
                    going back. You've changed things.
                    Forever.

                              BATMAN
                    Then why do you want to kill me?
          The Joker starts LAUGHING. After a moment he's laughing so
          hard it sounds like SOBBING.

                              THE JOKER
                    Kill you? I don't want to kill you.
                    What would I do without you? Go back
                    to ripping off Mob dealers? No
                    you...
                        (points)
                    You. Complete. Me.

                              BATMAN
                    You're garbage who kills for money.

                              THE JOKER
                    Don't talk like one of them- you're
                    not, even if you'd like to be. To
                    them you're a freak like me... they
                    just need you right now.
          He regards Batman with something approaching pity.

                              THE JOKER
                    But as soon as they don't, they'll
                    cast you out like a leper.
          The Joker looks into Batman's eyes.   Searching.

                              THE JOKER
                    Their morals, their code... it's a
                    bad joke. Dropped at the first sign
                    of trouble. They're only as good as
                    the world allows them to be. You'll
                    see- I'll show you... when the chips
                    are down, these civilized people...
                    they'll eat each other.
                        (grins)
                    See, I'm not a monster... I'm just
                    ahead of the curve.
          Batman GRABS the Joker and pulls him upright.

          

                                                                  87.

          

          

          INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT

          One of the Detectives moves for the door.   Gordon stops him.

                              GORDON
                    He's in control.

          INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT

          Batman HOISTS the Joker up by the neck.

                              BATMAN
                    Where's Dent?

                              THE JOKER
                    You have these rules.   And you think
                    they'll save you.

                              BATMAN
                    I have one rule.

                              THE JOKER
                    Then that's the one you'll have to
                    break. To know the truth.

                                BATMAN
                    Which is?

                              THE JOKER
                        (smiles)
                    The only sensible way to live in this
                    world is without rules. Tonight
                    you're going to break your one
                    rule...
          Batman leans in to the Joker.

                              BATMAN
                    I'm considering it.

                              THE JOKER
                    There are just minutes left- so,
                    you'll have to play my little game if
                    you want to save...
                        (with relish)
                    ...one of them.

                                BATMAN
                    Them?

                               THE JOKER
                    For a while I thought you really were
                    Dent, the way you threw yourself
                    after her-
          Batman DROPS the Joker- RIPS up a bolted-down chair-

          

                                                                  88.

          

          

          INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT

          Gordon MOVES for the door-

          INT. OBSERVATION ROOM, MCU -- CONTINUOUS

          Batman JAMS the chair under the doorknob- PICKS up the Joker
          and HURLS him into the two-way glass. The glass SPIDERS.

          INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT

          The Joker, bleeding from nose and mouth, LAUGHS at Batman.

                              THE JOKER
                    Look at you go... does Harvey know
                    about you and his-?
          The Joker SMASHES into the wall- SLIDES to the floor.   Batman
          stands over him, a man possessed-

                              BATMAN

                    WHERE ARE THEY?!
          He GRABS the Joker, holding him close-

                              THE JOKER
                    Killing is making a choice...
          Batman PUNCHES the Joker across the face.   HARD.

                              BATMAN

                    WHERE ARE THEY?!
          The Joker FEEDS off Batman's anger.   Loving it.

                              THE JOKER
                    ...you choose one life over the
                    other. Your friend, the district
                    attorney. Or his blushing bride-to-
                    be.
          Batman PUNCHES the Joker again.   The Joker LAUGHS.

                              THE JOKER
                    You have nothing. Nothing to
                    threaten me with. Nothing to do with
                    all your strength...
                        (spits a tooth)
                    But don't worry, I'm going to tell
                    you where they are. Both of them,
                    and that's the point- you'll have to
                    choose.
          The Batman stares at the Joker...

                              THE JOKER
                    He's at 250 52nd Boulevard. And
                    she's on avenue X at Cicero.

          

                                                                   89.

          

          
          Batman DROPS him.

          INT. OBSERVATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT

          Batman RACES past Gordon.

                              GORDON
                    Which one are you-

                              BATMAN
                    Dent knew the risks.
          Gordon looks back- the Joker is bloody, but grinning.

          EXT. MCU, GOTHAM CENTRAL -- NIGHT

          Several cops see Batman climb onto the bat-pod and TEAR off.

          EXT. STREETS, GOTHAM -- NIGHT

          Batman SWERVES into oncoming traffic, CHAOS in his wake.

          EXT. GOTHAM CENTRAL -- NIGHT

          Gordon and his men SCRAMBLE into their cars...

          INT. BASEMENT APARTMENT -- NIGHT

          Black.

                              RACHEL
                    Can anyone hear me?
          Harvey Dent opens his eyes. He's bound to a chair in a
          dingy, unfurnished basement apartment.

                               DENT
                    Rachel?   Rachel is that you?

                              RACHEL
                        (sobbing)
                    Harvey. You're OK.      I thought...
          Her voice is coming from a speakerphone on the floor.

                              DENT
                    It's OK, Rachel.     Everything's going
                    to be just fine.
          He looks around. Behind him, metal BARRELS, hooked up to a
          car battery, with a TIMER counting down: five minutes.

          INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT

          The Joker sits, smiling, content.    Stephens guards the door.

                              THE JOKER
                    I want my phone call.

          

                                                                   90.

          

          

                              STEPHENS
                    That's nice.

                              THE JOKER
                    How many of your friends have I
                    killed?

                              STEPHENS
                    I'm a twenty year man. I can tell
                    the difference between punks who need
                    a little lesson in manners, and the
                    freaks like you who would just enjoy
                    it.
                        (quiet)
                    And you killed six of my friends.

          INT. HOLDING AREA, MCU, GOTHAM CENTRAL -- NIGHT

          The Fat Thug shuffles to the bars, where a COP stands guard.

                              FAT THUG
                        (agony)
                    Please. My insides hurt.

                              COP
                    Step away from the bars.

                              FAT THUG
                    The boss said he would make the
                    voices go away. He said he would go
                    inside and replace them with bright
                    lights. Like Christmas.

                              COP
                    That's great. Please step-
          The Fat Thug COLLAPSES.   The Cop grabs his radio.

          INT. WAREHOUSE -- NIGHT

          Rachel is bound to a chair.    Behind her are barrels identical
          to the ones behind Dent.

                              DENT
                    Can you move your chair?

                               RACHEL
                    No.   Harvey, we don't have much time-
          The timer connected to the bomb reads 2.47... 2.46...

          INT. BASEMENT APARTMENT -- NIGHT

          Dent DRAGS his chair, inching closer to the barrels.

                              DENT
                    Look for something to free yourself.

          

                                                                       91.

          

          
          The chair JAMS against a ridge in the floor.    Dent STRAINS to
          reach the timer. Inches shy.

                                RACHEL
                      They said only one of us was going to
                      make it. That they'd let our...
                          (pause)
                      Our friends choose...
          Dent strains...   THE CHAIR, AND DENT, TOPPLE OVER- KNOCKING

          OVER A BARREL.

                                  RACHEL
                      Harvey?    What's happening?
          Dent, one side of his face pressed against the bare floor,
          watches the open barrel SPEW DIESEL FUEL around him-

                                 DENT
                      Nothing.   I'm trying to...
          Dent contorts his head to keep from swallowing any.

          EXT. STREETS, GOTHAM -- NIGHT

          The bat-pod SKIDS SIDEWAYS, WHEELS FLIPPING as the gyro keeps
          Batman upright on the tumbling bike- it comes to rest- guns
          lined up with a fire exit- BLOWS the door off its hinges-
          JUMPS off the bike-

          EXT. 52ND STREET, GOTHAM -- NIGHT

          Gridlock.   Gordon SWERVES onto the sidewalk.   People SCATTER.

          INT. INTERROGATION ROOM, MCU, GOTHAM CENTRAL -- NIGHT

          The Joker sits like a kid kept after class.     He smiles.

                                THE JOKER
                      You know why I use a knife,
                      Detective? Guns are too quick. You
                      don't get to savor all the little
                      emotions. See, in their last
                      moments, people show you who they
                      really are...
          Stephens tries hard to ignore him.     It isn't working.

                                THE JOKER
                      So, in a way, I knew your friends
                      better than you ever did.
                          (smiles)
                      Would you like to know which of them
                      were really cowards?

          

                                                                    92.

          

          

                              STEPHENS
                        (rolls up sleeves)
                    I know you're going to enjoy this.
                    But I'm going to enjoy it more.
          Stephens PUNCHES the Joker in the gut.

          INT. BASEMENT APARTMENT -- NIGHT

          Dent is half submerged in diesel fuel.

                              RACHEL
                    Harvey, in case... I want you to know
                    something...
          Dent CHOKES, his emotions overwhelming him.

                              DENT
                    Don't think like that, Rachel.
                    They're coming for you.

                              RACHEL
                    I know, but I don't want them to...

          INT. WAREHOUSE -- NIGHT

          Rachel looks at the timer.   Ten seconds left.

                              RACHEL
                    I don't want to live without you.
                    Because I do have an answer, and my
                    answer is yes...

          INT. HOLDING AREA, MCU, GOTHAM CENTRAL -- NIGHT

          A MEDIC CUTS away the Fat Thug's shirt- his belly has large
          INCISION, which has been closed with crude looking STITCHES-

                              MEDIC
                    He's got some kind of... contusion...
          A RECTANGULAR SHAPE is visible under the skin above his
          navel.

          INT. DETECTIVE'S ROOM, MCU, GOTHAM CENTRAL -- NIGHT

          Stephens shuffles out into the room, a piece of BROKEN GLASS
          held to his THROAT by the Joker. Cops draw their weapons.

                               STEPHENS
                    This is my own damn fault.     Just
                    shoot him.

                              DETECTIVE MURPHY
                    What do you want?

                              THE JOKER
                    I want my phone call.

          

                                                                  93.

          

          
          The Detectives look at each other. One of them pulls out his
          cell phone. TOSSES it to the Joker, who begins to dial.

          INT. HOLDING AREA, MCU, GOTHAM CENTRAL -- NIGHT

          The Medic gingerly PRESSES the rectangle.   It illuminates, a
          soft blue light visible through the skin.

                              COP
                    Is that a... phone?

          INT. DETECTIVE'S ROOM, MCU, GOTHAM CENTRAL -- NIGHT

          The Joker presses SEND. At the end of the room, the door to
          the holding area EXPLODES-

          INT. HALLWAY, TENEMENT -- NIGHT

          Batman SPRINTS down the hall- stops at a door- KICKS it-

          EXT. 52ND STREET, GOTHAM -- NIGHT

          Cars PULL UP- Gordon gets out, carrying a fire ax-

          INT. HALLWAY, TENEMENT -- NIGHT

          Batman KICKS- the door gives- Batman SMASHES it open-

          INT. BASEMENT APARTMENT -- NIGHT

          ...Batman BURSTS through the door- Dent looks up in horror-

                             DENT
                    NO! Not me... Why did you come for
                    me?!
          Batman STARES at Dent. The Joker lied. The counter hits 5
          seconds. Batman DRAGS Dent out- Dent FIGHTS to stay-

                                DENT

                    RACHEL!

                               RACHEL
                    Harvey?   Harvey, it's okay...

                                DENT

                    RACHEL!!!

          EXT. 52ND STREET, GOTHAM -- NIGHT

          Gordon, axe in hand, RUNS towards the entrance-

          INT. WAREHOUSE -- NIGHT

          Rachel can hear Dent.   The counter runs out.

          

                                                                    94.

          

          

                                 RACHEL
                        (calm)
                    Somewhere-

          AN EXPLOSION.    ALL-CONSUMING.

          EXT. 52ND STREET, GOTHAM -- NIGHT

          The BLAST HURLS Gordon backward onto the hood of his car- THE

          ENTIRE WAREHOUSE IS AN ENORMOUS EXPLOSION-

          INT. BASEMENT APARTMENT -- NIGHT

          Batman wraps his cape around Dent and hurls them both through
          the door. Dent is SCREAMING-

          EXT. 52ND STREET, GOTHAM -- NIGHT

          Gordon picks himself up. The warehouse is an inferno. He
          heads for it anyway. Five of his men have to RESTRAIN HIM.

          EXT. ALLEYWAY, GOTHAM -- NIGHT

          A SECOND EXPLOSION- Batman COVERS Dent as the FIREBALL HITS
          them- IGNITING the diesel soaking Dent's left side- he starts
          BURNING. And stops screaming. Batman ROLLS Dent on the wet
          pavement... Dent SIZZLES. Silent.

          INT. SPECIAL HOLDING AREA, MCU, GOTHAM CENTRAL -- NIGHT

          The Joker walks to the bars of another cell.    Grins.

                              THE JOKER
                    Hello there.
          In his cell.    Terrified.   Lau.

          EXT. AMBULANCE -- CONTINUOUS

          Dent is wheeled into an ambulance, bandages held to his face.
          His one visible eye STARES BLANKLY, oblivious to the panic-

          EXT. 52ND STREET -- CONTINUOUS

          Gordon watches the fire. DEBRIS blows across the asphalt.
          Gordon picks up two pieces: SINGED JOKER CARDS. In place of
          the Joker's face is a PHOTO OF LAU. A POLICE SERGEANT
          approaches.

                              SERGEANT
                    Dent's alive, Jim. Just. But back
                    at M.C.U.... the Joker's gone...

                              GORDON
                    With Lau?
                        (the Cop nods)
                    The Joker planned to be caught. He
                    wanted me to lock him up in M.C.U..

          

                                                                    95.

          

          

          EXT. STREET, DOWNTOWN GOTHAM -- DAWN

          A squad car BLAZES down the street. The Joker sticks his
          head out the window like a dog, feeling the wind...

          INT. KITCHEN, WAYNE PENTHOUSE -- DAWN

          Alfred sits at a table reading the letter from Rachel.

                              RACHEL (V.O.)
                    Dear Bruce, I need to explain...

          EXT. 52ND STREET -- DAWN

          Water. Smoldering blackness. The FIRE CREWS extinguish the
          last flames of the devastated building. A FIREMAN nudges his
          COLLEAGUE, pointing out something in the devastation...

                              RACHEL (V.O.)
                    ...I need to be honest and clear.
                    I'm going to marry Harvey Dent...

          INT. INTENSIVE CARE UNIT -- DAWN

          Glimpses of Dent's damaged face as SURGEONS surround him.

                              RACHEL (V.O.)
                    I love him, I want to spend the rest
                    of my life with him...

          EXT. 52ND STREET -- DAWN

          The Firemen watch a statue-like figure amidst the charred
          ruins. The Batman.

                              RACHEL (V.O.)
                    When I told you that if Gotham no
                    longer needed Batman we could be
                    together, I meant it...

          INT. MCU, GOTHAM CENTRAL -- DAY

          Gordon surveys the wreckage of MCU.    The bodies.

                              RACHEL (V.O.)
                    But I'm not sure the day will come...

          EXT. 52ND STREET -- DAWN

          Batman bends to the ground on one knee, his black glove
          spread against the smoldering debris.

                              RACHEL (V.O.)
                    ...when you no longer need Batman. I
                    hope it does, and if it does I will
                    be there...

          

                                                                   96.

          

          
          He spots something. DENT'S TWO-HEADED COIN. Blackened,
          SCARRED. Batman turns it over. The other side is PRISTINE.

          INT. KITCHEN, WAYNE PENTHOUSE -- DAWN

          Alfred reads.

                              RACHEL (V.O.)
                    ...but as your friend. I'm sorry to
                    let you down...

          INT. HOSPITAL ROOM -- DAWN

          Dent, heavily bandaged, hooked up to various machines.
          Batman stands at the foot of his bed. Watching.

                              RACHEL (V.O.)
                    If you lose your faith in me, please
                    keep your faith in people...

                              BATMAN
                    I'm sorry, Harvey.
          Batman puts DENT'S DAMAGED COIN on the bedside table.

          INT. KITCHEN, WAYNE PENTHOUSE -- CONTINUOUS


                              RACHEL (V.O.)
                    Love, now and always, Rachel.
          Alfred finishes the letter. Tears in his eyes, he folds it
          back into its envelope. Places it on the breakfast tray.

          INT. WAYNE PENTHOUSE -- DAWN

          Alfred moves through the silent space, stepping past the cowl
          and gauntlets lying on the cold marble. He approaches Wayne,
          half-undressed, slumped in a chair watching Gotham.

                              ALFRED
                    I prepared a little breakfast.
          Nothing. Alfred sets down the tray.     The envelope is propped
          against the silver teapot.

                                 ALFRED
                    Very well.

                                 WAYNE
                    Alfred?

                              ALFRED
                    Yes, Master Wayne?
          Wayne turns, a desperate look in his eye.

          

                                                                     97.

          

          

                              WAYNE
                    Did I bring this on us? On her? I
                    thought I would inspire good, not
                    madness-

                              ALFRED
                    You have inspired good. But you spat
                    in the face of Gotham's criminals-
                    didn't you think there might be
                    casualties? Things were always going
                    to have to get worse before they got
                    better.

                              WAYNE
                    But Rachel, Alfred...

                              ALFRED
                    Rachel believed in what you stood
                    for. What we stand for.
          Wayne looks up at Alfred.    Alfred picks up the cowl.

                              ALFRED
                    Gotham needs you.

                              WAYNE
                    Gotham needs its hero. And I let the
                    Joker blow him half to hell-

                              ALFRED
                    Which is why for now, they'll have to
                    make do with you.
          Alfred hands him the cowl.    Wayne looks at him.

                              WAYNE
                    She was going to wait for me. Dent
                    doesn't know. He can never know...
          Alfred glances at the envelope.   Takes it off the tray.

                              WAYNE
                    What's that?

                              ALFRED
                    It can wait.
          Alfred puts the envelope in his pocket.

                               WAYNE
                    That bandit, in the forest in
                    Burma... Did you catch him?
                         (Alfred nods)
                    How?

                              ALFRED
                        (uneasy)
                    We burned the forest down.

          

                                                                   98.

          

          

          EXT. DOWNTOWN GOTHAM -- DAY

          A national guard helicopter ROARS over Gotham General.

          INT. HOSPITAL ROOM -- DAY

          Dent. Bandaged. Sedated. Coming up for air. Sees
          something on the table: his coin. He fumbles for it,
          marvelling at its shiny face. Remembering.

          INSERT CUT: RACHEL CATCHES THE COIN.
          Dent turns the coin over. The other side is devastated. He
          STARES at the scarred face. Starts ripping his bandages.

          INT. WAYNE PENTHOUSE -- DAY

          Alfred comes up to Wayne.    Points him to the TV.

                              ALFRED
                    You need to see this.
          On screen: Engel, in his studio, addresses the camera.

                              ENGEL
                    ...he's a credible source- an A and M
                    lawyer for a prestigious consultancy.
                    He says he's waited as long as he can
                    for the Batman to do the right
                    thing...
          The shot cuts to REESE, nodding.

                               ENGEL
                    Now he's taking matters into his own
                    hands. We'll be live at five with
                    the true identity of the Batman, stay
                    with us...

          INT. HOSPITAL ROOM -- CONTINUOUS

          Gordon ENTERS.   Dent STARES to one side.   He looks normal.

                              GORDON
                    I'm sorry about Rachel.
                        (nothing)
                    The Doctor says you're in agonizing
                    pain but you won't accept medication.
                    That you're refusing skin grafts-

                              DENT
                    Remember the name you all had for me
                    when I was at Internal Affairs? What
                    was it, Gordon?

                              GORDON
                    Harvey, I can't-

          

                                                                   99.

          

          

                               DENT

                    SAY IT!
          Dent's anger makes Gordon flinch.   He looks away.   Ashamed.

                              GORDON
                        (small)
                    Two-face. Harvey two-face.
          Dent turns to face Gordon- the left side of Dent's face is
          DESTROYED- skin blackened and shriveled. Molars visible.
          The eye a ball and socket. Dent manages a small smile with
          the good side of his face.

                              DENT
                    Why should I hide who I am?

                              GORDON
                    I... I know you tried to warn me.
                    I'm sorry. Wuertz picked you up- was
                    he working for them?
                        (nothing)
                    Do you know who picked up Rachel?
                        (nothing)
                    Harvey, I need to know which of my
                    men I can trust.
          Dent looks at Gordon.   Cold.

                              DENT
                    Why would you listen to me now?

                              GORDON
                    I'm sorry, Harvey.

                               DENT
                    No.   No you're not.   Not yet.
          Gordon takes a last look at Dent.   Then leaves.

          INT. CORRIDOR, HOSPITAL -- CONTINUOUS

          Gordon steps out. Someone is there. Maroni. On crutches.
          Gordon stares at him. Cold. Maroni shifts, awkward.

                              MARONI
                    This craziness. This is too much.

                              GORDON
                    You should have thought of that
                    before you let the clown out of the
                    box.

                              MARONI
                    You want him, I can tell you where
                    he'll be this afternoon.

          

                                                                   100.

          

          

          EXT. ABANDONED DOCKS -- DAY

          The Chechen gets out of his SUV. Looks at a RUSTED HULK.
          The Chechen, bodyguards, and dogs, head up the gangplank.

          INT. RUSTED HULK -- CONTINUOUS

          They pass into a huge hold. In the middle: A BILLION
          DOLLARS. The pile is thirty feet high. Standing on top- the
          Joker. At his feet, bound, is Lau. The Chechen laughs.

                              CHECHEN
                    Like I say- not so crazy as you look.
          The Joker jumps from the top, slides down the pile.

                              THE JOKER
                    I told you- I'm a man of my word.
                        (looks around)
                    Where's the Italian?
          The Chechen shrugs.   Pulls out a cigar.    Lights it.

                              CHECHEN
                    More for us. What you do with all
                    your money, Mr.Joker?
          The Joker GRABS a can of GASOLINE from his thug.

                              THE JOKER
                    I'm a man of simple tastes.      I like
                    gunpowder. Dynamite...
          He is SPLASHING gasoline onto the money.

                              THE JOKER
                    ...gasoline...
          The Chechen, FURIOUS, steps forwards. The Joker turns. JABS
          his gun in the Chechen's face. The Chechen's bodyguards
          REACT. The Joker's men DRAW on them.

                              THE JOKER
                    And you know what they have in
                    common? They're cheap.

                              CHECHEN
                    You said you were a man of your word.
          The Joker PLUCKS the cigar from the Chechen's lips.

                                THE JOKER
                    I am.
          The Joker tosses the cigar at the pile.

                              THE JOKER
                    I'm only burning my half.

          

                                                                   101.

          

          
          The Chechen watches the money catch fire.

                              THE JOKER
                    All you care about is money. This
                    city deserves a better class of
                    criminal, and I'm going to give it to
                    them. This is my town now. Tell
                    your men they work for me.
          The Joker crouches down to the Chechen's dogs.    They GROWL.

                              CHECHEN
                    They won't work for a freak.
          The Joker takes out a knife.    Tosses it to his man.

                              THE JOKER
                    Cut him up and offer him to his
                    little Princes. Let's show him just
                    how loyal a hungry dog is.
          The Joker's men GRAB the Chechen.

                              THE JOKER
                    It's not about money.     It's about
                    sending a message...
          The Joker watches the towering FLAMES.    Lau screams.

                              THE JOKER
                    Everything. Burns.
          The Joker pulls out a phone...

          INT. TELEVISION STUDIO -- DAY

          Reese has a confident air.   Engel is taking calls.

                              CALLER 1 (O.S.)
                    I wanna how much they're gonna pay
                    you to say who Batman really is.

                              REESE
                    That's simply not why I'm doing this.

                              ENGEL
                    Caller, you're on the air.

                              CALLER 2 (O.S.)
                    Harvey dent didn't want us to give in
                    to this maniac- you think you know
                    better than him?

                              ENGEL
                    Guy's got a point- Dent didn't want
                    Batman to give himself up, is this
                    the right thing to do?

          

                                                                 102.

          

          

                              REESE
                    If we could talk to Dent now he might
                    feel differently-

                              ENGEL
                    And we wish him a speedy recovery.
                    God knows we need him, now. Let's
                    take another call-

                              OLD LADY (O.S.)
                    Mr.Reese, what's more valuable: one
                    life, or a hundred?

                              REESE
                    I guess it would depend on the life.

                              OLD LADY (O.S.)
                    OK. Let's say it's your life. Is it
                    worth more than the lives of several
                    hundred others?

                              REESE
                    Of course not.

                              OLD LADY (O.S.)
                    I'm glad you feel that way. Because
                    I've put a bomb in one of the city's
                    hospitals. It's going off in sixty
                    minutes unless someone kills you.

                              ENGEL
                    Who is this?

                              OLD (O.S.)
                    Just a concerned citizen-
                        (drops pitch to the

                         JOKER'S VOICE)
                    -and regular guy...

          INT. MAJOR CRIMES UNIT, GOTHAM CENTRAL -- CONTINUOUS

          Gordon and his men are gearing up to take down the Joker.   A
          Detective turns up the TV in the bullpen-

                              THE JOKER (O.S.)
                    I had a vision. Of a world without
                    Batman. The mob ground out a little
                    profit and the police tried to shut
                    them down, one block at a time...
                    and it was so... boring. I've had a
                    change of heart. I don't want
                    Mr.Reese spoiling everything, but why
                    should I have all the fun? Let's
                    give someone else a chance...
          Reese looks around, twitching.   Sweating.

          

                                                                 103.

          

          

                              THE JOKER (O.S.)
                    If Coleman Reese isn't dead in sixty
                    minutes, then I blow up a hospital.
                    Of course, you could always kill
                    yourself, Mr.Reese. But that would
                    be the noble thing to do. And you're
                    a lawyer.
          The line rings off.   Engel is speechless.
          Gordon turns to the uniform COPS.

                              GORDON
                    Call in every officer- tell them to
                    head to their nearest hospital and
                    start evac and search. Call the
                    transit authority, school board,
                    prisons- get every available bus down
                    to a hospital- the priority is Gotham
                    General- wheel everybody out of that
                    place right now- my hunch is that's
                    where the bomb is.

                                DETECTIVE MURPHY
                    Why?

                              GORDON
                    That's where Harvey Dent is.
          The Uniforms SPRINT off.   Gordon turns to his Detectives.

                              UNIFORMED COP
                    Where are we going, sir?
          On screen: Reese is a deer in the headlights.

                              GORDON
                    To get Reese.

          INT. WAYNE PENTHOUSE -- DAY

          Wayne and Alfred move to the elevator.

                              WAYNE
                    I need you plugged in, checking
                    Gordon's men and their families.

                              ALFRED
                    Looking for?

                              WAYNE
                    Hospital admissions.

                              ALFRED
                    Will you be taking the batpod, sir?

          

                                                                   104.

          

          

                              WAYNE
                    In the middle of the day?     Not very
                    subtle, Alfred.

                              ALFRED
                    The Lamborghini then.
                        (watches Wayne go)
                    Much more subtle.

          EXT. GOTHAM STREETS -- DAY

          Wayne's Lamborghini TEARS through downtown.

          INT. HOSPITAL -- CONTINUOUS

          CHAOS. PATIENTS and STAFF running around. COPS and TRAFFIC
          WARDENS try to manage the evacuation. The COPS stationed
          outside Dent's room, look around, unsure-

                              NURSE
                    Sir, are you going to help?!
          Two Cops move to help wheel gurneys around the corner.

          INT. LOBBY, TELEVISION STUDIO -- DAY

          Gordon and his men escort Reese out of the elevator- Engel
          follows with a camera crew. As they approach the glass doors
          Gordon looks out at an angry crowd.

                              ENGEL
                    Commissioner?! You really think
                    someone would try to-
          Gordon SPOTS an OLD MAN raising a PISTOL- Gordon THROWS Reese
          to the ground as SHOTS SHATTER the laminated glass of the
          lobby. The Crowd SURGES in all directions-

                              GORDON
                    Get the cars around back!
          Gordon hauls Reese to the stairwell.

          INT. LAMBORGHINI -- CONTINUOUS

          Wayne SLOWS past the chaos outside the television station.

                              WAYNE
                    I saw O'Brien and Richards...

          INT. BAT-BUNKER -- CONTINUOUS

          Alfred types at the computer station.

                              ALFRED
                    Nothing on them. No immediate family
                    members admitted to a Gotham
                    hospital.

          

                                                                105.

          

          

          INT. STAIRWELL, TELEVISION STUDIO -- CONTINUOUS

          Gordon pulls the shaken Reese down the stairs...

                              REESE
                        (shaken)
                    They're trying to kill me.
          ...and into a police VAN...

          INT. POLICE VAN -- CONTINUOUS

          Gordon throws Reese in the back.   Smiles.

                              GORDON
                    Well, maybe Batman will save you.
          The van PEELS out.   Heads onto the streets.

          EXT. HOSPITAL -- CONTINUOUS

          Cops load patients onto BUSES. A TV van pulls up, Engel and
          his Cameraman jump out. One of Dent's guards, POLK, looks
          into a SCHOOL BUS. Turns to the Cop loading it.

                              POLK
                    Okay, don't put anyone else on.
                        (gets on radio)
                    Davis, I got space, bring him out.
                        (no answer)
                    Davis?
          Polk heads back towards the hospital, against the flow.

          INT. LAMBORGHINI -- CONTINUOUS

          Wayne trails the police van from a distance.

                              WAYNE
                    I saw Burns and Zachary... and a
                    patrolman I don't know.

                              ALFRED
                    Burns is clean... Zachary...

                              WAYNE
                    There's at least one I don't know-
                    send the information to Gordon-

          INT. POLICE VAN -- CONTINUOUS

          Gordon's phone BEEPS. He looks at a text: WATCH OUT. COPS

          WITH RELATIVES IN GOTHAM HOSPITALS- BURKE, RAMIREZ, TILL...

          INT. DENT'S HOSPITAL ROOM -- CONTINUOUS

          Polk enters the room. No Davis. Just a REDHEADED NURSE,
          back towards him, reading Dent's chart.

          

                                                                      106.

          

          

                                 POLK
                       Ma'am, we're going to have to move
                       him, now.
                           (nothing)
                       Ma'am?
          The Redhead TURNS- it is the Joker, silenced pistol in hand.
          He FIRES.

          EXT. GOTHAM STREETS -- CONTINUOUS

          The Lamborghini zips around a car to get closer to the van.

          INT. POLICE VAN -- CONTINUOUS

          Gordon is reading his phone: ERIKSON, BERG. Gordon looks up
          sharply. Considers the uniformed cop nervously fingering his
          shotgun.

                                 GORDON
                       Berg, isn't it?
          The young cop, BERG, looks up.         Sweating.

                                 BERG
                       Commissioner?

                                 GORDON
                       You okay, son?
          Berg nods.    Looks at his watch.

          INT. HOSPITAL ROOM -- DAY

          The Joker draws closer to Dent's bed.        Dent STRAINS at the
          leather cuffs binding him to the bed.

                                 THE JOKER
                       I don't want there to be any hard
                       feelings between us, Harvey.
          The Joker loosens Dent's restraints.

                                 THE JOKER
                       When you and Rachel were being
                       abducted I was sitting in Gordon's
                       cage. I didn't rig those charges-

                                   DENT
                       Your men.    Your plan.

                                 THE JOKER
                       Do I really look like a guy with a
                       plan, Harvey? I don't have a
                       plan...The mob has plans, the cops
                       have plans. You know what I am,
                       Harvey?

          

                                                                 107.

          

          
          Dent's hand is TREMBLING.

                              THE JOKER
                    I'm a dog chasing cars... I wouldn't
                    know what to do with one if I caught
                    it. I just do things. I'm just the
                    wrench in the gears. I hate plans.
                    Yours, theirs, everyone's. Maroni
                    has plans. Gordon has plans.
                    Schemers trying to control their
                    worlds. I'm not a schemer, I show
                    the schemers how pathetic their
                    attempts to control things really
                    are. So when I say that you and your
                    girlfriend was nothing personal, you
                    know I'm telling the truth...
          Hands him the pistol.   Dent holds it to the Joker's head.

          EXT. INTERSECTION, GOTHAM STREETS -- CONTINUOUS

          Wayne ROARS past a line of traffic to settle in a few cars
          back from the police van, sitting at a red light.

          INT. LAMBORGHINI -- CONTINUOUS

          Wayne studies the intersection- spots a PICKUP jostling for
          position on the cross street.

          INT. POLICE VAN -- CONTINUOUS

          Gordon watches Berg, mentally tracing the trajectory of his
          shotgun barrel as Berg fiddles with his gun. Gordon starts
          trying to subtly unholster his own weapon.

                              GORDON
                    I'm gonna need your weapon, son.
          Berg looks at Gordon.

                                BERG
                    What?

          INT. LAMBORGHINI -- CONTINUOUS

          Wayne watches the driver of the pickup staring intently at
          the police van. Lining it up.

          INT. POLICE VAN -- CONTINUOUS

          Reese looks from Berg to Gordon. Berg looks at Gordon,
          trembling, the barrel of his gun inching lower in the car.

                                BERG
                    Why?    Because my wife's in hospital?

                               GORDON
                    Yeah.   That would be why.

          

                                                                      108.

          

          

          INT. DENT'S HOSPITAL ROOM -- CONTINUOUS

          The Joker leans in, pressing his head to the gun's barrel.

                              THE JOKER
                    It's the schemers who put you where
                    you are. You were a schemer. You
                    had plans. Look where it got you. I
                    just did what I do best- I took your
                    plan, and I turned it on itself.
                    Look what I've done to this city with
                    a few drums of gas and a couple of
                    bullets. Nobody panics when the
                    expected people get killed. Nobody
                    panics when things go according to
                    plan, even if the plan is horrifying.
                    If I tell the press that tomorrow a
                    gangbanger will get shot, or a
                    truckload of soldiers will be blown
                    up, nobody panics. Because it's all
                    part of the plan. But when I say
                    that one little old mayor will die,
                    everybody loses their minds!
                    Introduce a little anarchy, you upset
                    the established order and everything
                    becomes chaos. I'm an agent of
                    chaos. And you know the thing about
                    chaos, Harvey?
          Dent looks into the Joker's eyes.       Finding meaning.

                                 THE JOKER
                    It's fair.
          Dent looks down at the coin in his hands. Turns it over,
          feels it's comforting weight. Shows the Joker the good side.

                                 DENT
                    You live.
          He turns the coin over.       The flip side is deeply SCARRED.

                                 DENT
                    You die.
          The Joker looks at the coin.       Looks at Dent, admiringly.

                              THE JOKER
                    Now you're talking.
          Dent FLICKS the coin into the air.       Catches it.   Looks.

          EXT. INTERSECTION, GOTHAM STREETS -- CONTINUOUS

          The light turns GREEN. The police van pulls into the
          intersection- the pickup GUNS IT, RACING AT IT...

          

                                                                  109.

          

          

          INT. LAMBORGHINI -- CONTINUOUS

          Wayne FLOORS it, YANKS the wheel to pull up onto the sidewalk-

          INT. POLICE VAN -- CONTINUOUS

          Berg licks his lips, nervous.

                                BERG
                    Mr.Reese?

          EXT. INTERSECTION, GOTHAM STREETS -- CONTINUOUS

          The pickup BARRELS at the van, FULL TILT- at the last second
          Wayne's Lamborghini SLIPS alongside the van- the pickup

          SMASHES INTO THE LAMBORGHINI-

          INT. POLICE VAN -- CONTINUOUS

          As the van JOLTS with the impact Gordon LEAPS forward,
          PUSHING UP Berg's shotgun barrel, which FIRES into the roof-
          Gordon SMASHES Berg on the head with his sidearm.

          EXT. INTERSECTION, GOTHAM STREETS -- CONTINUOUS

          Gordon's men pull the pickup driver from his cab- Gordon
          crouches down to the Lamborghini wreck to help pull Wayne
          from the car. Gordon recognizes him as he pulls him free.

                              GORDON
                    You okay, Mr.Wayne?
          Wayne looks at him, woozy.   Sits on the curb.

                              WAYNE
                    Call me Bruce. I think so.

                              GORDON
                    That was a brave thing, you did.

                              WAYNE
                    Trying to catch the light?

                              GORDON
                    You weren't protecting the van?
          Wayne turns- sees the police van as if for the first time.
          Reese steps down, dazed.

                               WAYNE
                    Why?   Who's in it?
          Reese locks eyes with Wayne. Nods.     Gordon sizes up Bruce
          Wayne and his crushed sports car.

                              GORDON
                    You don't watch a whole lot of news,
                    do you, Mr.Wayne?

          

                                                                  110.

          

          

                              WAYNE
                        (shrugs)
                    It can get a little intense.    Think I
                    should go to hospital?

                              GORDON
                    Not today, I wouldn't.

          INT. CORRIDOR, HOSPITAL -- CONTINUOUS

          The Joker walks calmly through the mostly deserted building.
          As he walks he pulls a DETONATOR from his pocket. Strolling
          along he PUSHES THE BUTTON... STAGGERED EXPLOSIONS BURST INTO
          THE CORRIDOR BEHIND HIM LIKE DEMOLITION BLASTS... the Joker
          just walks out the door...

          EXT. HOSPITAL -- CONTINUOUS

          The Joker STROLLS down the steps- WINDOWS BLOW OUT IN SERIES-
          People DIVE for cover- Engel PILES into a school bus-
          The Joker walks across the parking lot- THE BUILDING

          COLLAPSING BEHIND HIM...

          EXT. INTERSECTION, GOTHAM STREETS -- CONTINUOUS

          Gordon hears the EXPLOSION.

                              GORDON
                    Gotham general...
                        (grabs his phone)
                    Did you get Dent out?

                              COP (O.S.)
                    I think so-

          EXT. HOSPITAL -- CONTINUOUS

          The Cop cowers as DEBRIS and SMOKE BLAST across the street-

          INT. SCHOOL BUS -- CONTINUOUS

          The Joker gets onto the bus.    Nods at his man at the wheel.

          EXT. HOSPITAL -- CONTINUOUS

          All eyes are on the collapsed building. One school bus pulls
          out from the line of other buses. Heads down the street.

          INT. BAR, GOTHAM HEIGHTS -- DAY

          An empty neighborhood dive, the local DRUNK passed out at the
          bar, BARTENDER, watching BREAKING NEWS on the TV.

                              BARTENDER
                    Sweet Jesus. D'you see this, Mike?
                    They blew up a hospital...

          

                                                                    111.

          

          
          Detective Wuertz, at a booth looks up at the TV, bored.

                              BARTENDER
                    Shouldn't you be out there, you know,
                    doing something?

                              WUERTZ
                    It's my day off.
          The Bartender shuts the register.

                              BARTENDER
                    I gotta take a leak, keep an eye on
                    things, will ya?
          The Bartender steps out.     The back door OPENS again.

                                WUERTZ
                    What?    You need me to shake it for-
          He TRAILS off as someone sticks a gun in his face: Harvey
          Dent. Standing in shadow. He sits.

                                DENT
                    Hello.

                              WUERTZ
                    Dent, I thought you was...dead...
          Dent leans into the light. The left side of his face is
          HIDEOUSLY BURNED, cheek gone, blackened teeth and gums.

                                DENT
                    Half.
          Dent picks up Wuertz's drink. Takes a SIP.     Wuertz watches
          the bare muscles RETRACT as Dent SWALLOWS.

                              DENT
                    Who picked up Rachel, Wuertz?

                              WUERTZ
                    It must've been Maroni's men-
          Dent SLAMS the glass back on the table- Wuertz FLINCHES.

                              DENT
                    You, of all people, are gonna protect
                    the other traitor in Gordon's unit?

                              WUERTZ
                    I don't know- he'd never tell me.
                        (stares at Dent)
                    I swear to God, I didn't know what
                    they were gonna do to you-

          

                                                                  112.

          

          

                              DENT
                    Funny, I don't know what's going to
                    happen to you, either.
          Dent pulls his coin from his pocket. FLIPS it. Wuertz
          watches it SPIN. It lands on the table. Scarred side up.
          The drunk at the bar STIRS at the GUNSHOT.

          EXT. GOTHAM GENERAL -- DAY

          Gordon, manic, surveys the scene with a Cop-

                              GORDON
                    You must know how many were inside-
                    you've got patient lists, roll calls-

                              COP
                    Sir! Sir. Take a look at what we're
                    dealing with. Cops, National Guard-
                        (gestures at buses)
                    We're showing 50 missing- but that
                    building was clear. These buses are
                    heading off to other hospitals- my
                    guess is we missed one.

                              GORDON
                    Yeah? What's your guess about where
                    Harvey Dent is?
          The cop says nothing.

                              GORDON
                    Keep looking. Keep it to yourself.

          INT. FOX'S OFFICE WAYNE INDUSTRIES -- DAY

          Fox is watching the news.    His intercom buzzes.

                              VOICE (O.S.)
                    Mr.Fox? Security is showing a break-
                    in at the R and D department.

          INT. CORRIDOR OUTSIDE RESEARCH AND DEVELOPMENT -- DAY

          Fox watches two security men force the door.    He enters
          alone.

          INT. LAB, RESEARCH AND DEVELOPMENT -- DAY

          Fox enters the dimly-lit room. At one end is an
          extraordinary array of thousands of tiny monitors. Fox
          approaches, fascinated, as they quietly display architectural
          patterns individually and in concert. The images become a

          MAP.

                                 BATMAN
                    Beautiful.     Isn't it?

          

                                                                113.

          

          
          Fox nods, staring at the monitors as Batman approaches.

                              FOX
                    Beautiful. Unethical. Dangerous.
                    You've turned every phone in the city
                    into a microphone...
          Lucius presses a key. The BABBLE of a MILLION CONVERSATIONS
          at once fills the room. Every cell phone in the city.

                              BATMAN
                    And high frequency
                    generator/receiver.

                              FOX
                    Like the phone I gave you in Hong
                    Kong. You took my sonar concept and
                    applied it to everybody's phone in
                    the City. With half the city feeding
                    you sonar you can image all of
                    Gotham.
                        (turns to Batman)
                    This is wrong.

                              BATMAN
                    I've got to find this man, Lucius.

                              FOX
                    But at what cost?

                              BATMAN
                    The database is null-key encrypted.
                    It can only be accessed by one
                    person.

                              FOX
                    No one should have that kind of
                    power.

                              WAYNE
                    That's why I gave it to you.   Only
                    you can use it.
          Lucius looks at Batman.   Hard.

                              FOX
                    Spying on thirty million people
                    wasn't in my job description.
          Batman points to a TV screen. Fox turns. ON SCREEN: the
          Joker shakes his head above a graphic "LATEST THREAT"...

                              THE JOKER
                    What does it take to make you people
                    want to join in..?

          

                                                                  114.

          

          

          EXT. SITUATION TENT AT GOTHAM GENERAL -- CONTINUOUS

          Gordon watches a screen.   Grave.

                              THE JOKER
                    You failed to kill the lawyer... I've
                    got to get you off the bench and into
                    the game. So, here it is...

          INT. BAR, DOWNTOWN -- CONTINUOUS

          The bar, packed with business people watches the TV.    SILENT.

                              THE JOKER
                    Come nightfall, this city is mine,
                    and anyone left here plays by my
                    rules. If you don't want to be in
                    the game, get out now.
          Bar patrons start moving... The Joker reaches for the camera-

                              THE JOKER
                    But the bridge-and-tunnel crowd are
                    in for a surprise.
          CUT TO STATIC. The bar patrons look around, confused.

          INT. LAB, RESEARCH AND DEVELOPMENT -- CONTINUOUS

          Fox turns from the TV to look at Batman.

                                BATMAN
                    Trust me.
          Fox stares at Batman.

                              BATMAN
                    This is the audio sample.
          He plugs a USB dongle into the console. A sample of the
          Joker's voice from the call-in news program plays.

                              BATMAN
                    If he talks within range of any phone
                    in the city, you'll be able to
                    triangulate his position.
          Lucius toggles a menu. The city is an open book- People
          working, eating, sleeping. Lucius shakes his head.

                              BATMAN
                    When you've finished, type your name
                    to switch it off.

                              FOX
                    I'll help you this one time...
          Lucius sits at the console.    Batman moves off-

          

                                                                115.

          

          

                              FOX
                    But consider this my resignation.
          Batman turns.   Fox looks at him, serious.

                              FOX
                    As long as this machine is at Wayne
                    Industries, I won't be.

          EXT. VARIOUS LOCATIONS -- DUSK

          Gothamites POUR out of the city, on foot and by car... the
          BRIDGES and TUNNELS are deserted, but for BOMB SQUAD search
          teams.

          INT. CITY HALL -- CONTINUOUS

          Gordon briefs the Mayor.

                              GORDON
                    My officers are going over every inch
                    of the tunnels and bridges, but with
                    the Joker's threat they're not and
                    option.

                              MAYOR
                    Land routes East?

                              GORDON
                    Backed up for hours. Which leaves
                    the ferries with thirty thousand
                    waiting to board. Plus, corrections
                    are at capacity, so I want to use a
                    ferry to take some prisoners off the
                    island.

                              MAYOR
                    The men you and Dent put away? Those
                    aren't people I'm worried about.

                              GORDON
                    You should be- they're the people you
                    least want to be stuck with in an
                    emergency. Whatever the Joker's
                    planning, it's a good bet that
                    Harvey's prisoners might be involved.
                    I want 'em out of here.

          EXT. FERRY TERMINAL -- DUSK

          At the ferry terminal, National Guardsman watch over the
          THIRTY THOUSAND jostling, scared people waiting to board the
          two MASSIVE FERRIES to Seven Sisters. Grumbles turn to YELLS
          as 800 PRISONERS are loaded onto a ferry by shotgun-toting

          CORRECTIONS OFFICERS.

          

                                                                 116.

          

          

                               CIVILIAN
                    That ain't right! We should be on
                    that boat.

                              NATIONAL GUARDSMAN
                    You want to ride across with them, be
                    my guest.

          EXT. BROWNSTONE -- DUSK

          Maroni climbs into the back of a limo.

          INT. LIMO -- DUSK

          Maroni settles back into his seat.   The car pulls away.

                              MARONI
                    Don't stop for lights, cops, nothing.

                              DENT
                    Going to join your wife?
          Maroni STARTS. Someone is in here with him.    Harvey Dent-
          Two Face- leans forward, clutching a pistol.

                              DENT
                    You love her?

                              MARONI
                    Yes.

                              DENT
                    Can you imagine what it would be like
                    to listen to her die?

                              MARONI
                    Take it up with the Joker. He killed
                    your woman. Made you... like this...

                              DENT
                    The Joker's just a mad dog. I want
                    whoever let him off the leash.
          Maroni looks at Dent.   Worried.

                              DENT
                    I took care of Wuertz, but who was
                    your other man inside Gordon's unit?
                    Who picked up Rachel? It must've
                    been someone she trusted.

                              MARONI
                    If I tell you, will you let me go?

                              DENT
                    It can't hurt your chances.

          

                                                                117.

          

          

                              MARONI
                    It was Ramirez.
          Pulls out his coin.    Dent cocks the pistol...

                              MARONI
                    But you said-

                              DENT
                    I said it couldn't hurt your chances.
          Dent FLIPS it.   Looks: good side.   He shrugs.

                                 DENT
                    Lucky guy.
          Maroni looks confused. Dent FLIPS the coin again.   Looks
          down at the coin. Shakes his head.

                              DENT
                    But he's not.

                                 MARONI
                    Who?
          Dent smiles.   PUTS HIS SEAT BELT ON.

                              DENT
                    Your driver.
          Dent presses the barrel of the revolver behind the shadow of
          the driver. Maroni LUNGES, SCREAMING. Dent FIRES.

          EXT. BRIDGE -- DUSK

          The Limo SWERVES off of the bridge, SOARS out over the canal,
          and PANCAKES into the RETAINING WALL.

          EXT. FERRY TERMINAL -- DUSK

          CIVILIANS CRAM their way onto one ferry. Finally, the
          COMMANDER of the National Guard unit SIGNALS to his men to
          STOP BOARDING and CAST OFF.
          The two FERRIES set off across the river, heading for the
          lights of the distant shore of the mainland.

          INT. BRIDGE, PRISONER FERRY -- NIGHT

          The FIRST MATE looks out the window, at the second ferry. It
          is DEAD in the WATER. He turns to the PILOT [PRISON FERRY].

                              FIRST MATE
                    They've lost their engines.

          

                                                                   118.

          

          

                              PILOT [PRISON FERRY]
                    Get on the radio and tell 'em we'll
                    come back for them once we dump these
                    scumbags-
          Suddenly, the control panel FLICKERS and DIES.

                              PILOT [PRISON FERRY]
                    Get down to the engine room.

          INT. PASSENGER LOUNGE, PRISONER FERRY -- NIGHT

          The First Mate skirts around the PRISONERS and CORRECTIONS

          OFFICERS...

          INT. ACCESS CORRIDOR, PRISONER FERRY -- NIGHT

          The First Mate opens the door to the engine room.    STOPS.
          HUNDREDS OF BARRELS OF DIESEL FUEL.    And a small, wrapped
          PRESENT, topped with a BOW.

          INT. BRIDGE, PRISONER FERRY -- NIGHT

          The Pilot [Prison Ferry] is holding the small present.    His
          radio CRACKLES.

                              PILOT [PASSENGER FERRY] (O.S.)
                    Same thing over here- enough diesel
                    to blow us sky high. And a present.

          EXT. ELEVATED ROADWAY, DOWTOWN GOTHAM -- CONTINUOUS

          Batman sits on the bat-pod, cape blowing.   Listening.

                              BATMAN
                    Fox? There's something going on on
                    the ferries...

          INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT

          As cold scared Families watch, the NATIONAL GUARD COMMANDER
          UNWRAPS that ferry's present. Inside, he finds a crude

          REMOTE DETONATOR.

                              NATIONAL GUARD COMMANDER
                    Why would they give us the detonator
                    to our own bomb?
          Up in the wiring at the ceiling, a CELL PHONE taped in to the
          P.A. rings and answers.

                              THE JOKER (O.S.)
                    Tonight, you're all going to be part
                    of a social experiment.

          ON BOTH FERRIES: CIVILIANS, PRISONERS, CREW, AND NATIONAL

          GUARDSMEN ALL LISTEN AS THE JOKER'S VOICE RINGS OUT.

          

                                                                119.

          

          

          INT. LAB, WAYNE ENTERPRISES -- NIGHT

          Lucius Fox looks up as the console CHIMES.

                              FOX
                    I'm zeroing in.

                               THE JOKER (O.S.)
                    Through the magic of diesel fuel and
                    ammonium nitrate, I'm ready right now
                    to blow you all sky high. Anyone
                    attempts to get off their boat, you
                    all die...

                              FOX
                    His voice is on the ferry, but that's
                    not the source...

          EXT. ROOFTOPS ABOVE GOTHAM -- NIGHT

          Batman looks out, across the entire city skyline.

                              BATMAN
                    Do you have a location on the Joker?

                              FOX
                    It's west...
          Batman FIRES UP the bat-pod- his cape SHRINKS into its pack
          form as he PEELS OUT, ROARING into the night.

                              THE JOKER (O.S.)
                    But we're going to make things a
                    little more interesting than that.
                    Tonight, we're going to learn a
                    little bit about ourselves...

          INT. GORDON HOME -- CONTINUOUS

          Barbara Gordon answers the phone.

                              RAMIREZ (O.S.)
                    Barbara, it's Anna Ramirez-

                                BARBARA
                    Hi, Anna-

                              RAMIREZ (O.S.)
                    Listen carefully, there's no time.
                    Jim needs you to pack up and get the
                    kids in the car right away.

                              BARBARA
                    But the units outside-

          

                                                                    120.

          

          

                              RAMIREZ (O.S.)
                    Barbara, those cops can't be trusted.
                    Jim needs you away from them as soon
                    as possible. I'll call them off for
                    10 minutes, you'll have to move fast-

                                 BARBARA
                    But where-

                              RAMIREZ (O.S.)
                    I'm going to give you an address- Jim
                    will meet you there...

          EXT. MCU -- CONTINUOUS

          Ramirez is holding the phone.

                              RAMIREZ
                    250, 52nd street. Leave as soon as
                    the patrol car pulls out.
          Dent is holding a gun at Ramirez's head.      She hangs up.

                              DENT
                    She believe you?
          Ramirez nods.

                              DENT
                    She trusts you.       Just like Rachel
                    did.

                              RAMIREZ
                    I didn't know-

                              DENT
                    'What they were gonna do'? You're
                    the second cop to say that to me.
                    What, exactly, did you think they
                    were going to do?

                              RAMIREZ
                    I'm sorry- they got me early on.         My
                    mother's medical bills and my-

                                 DENT
                    Don't!
          Dent FLIPS his coin.

                              RAMIREZ
                    I took a little from them- once
                    they've got you, they keep you.      I'm
                    sorry.
          Dent looks at his coin.       Good side.

          

                                                                   121.

          

          

                              DENT
                    Live to fight another day, officer.
          Dent CRACKS her on the head with his gun.

          INT. BRIDGE, PRISONER FERRY -- NIGHT

          The Pilot [Prison Ferry] tries the radio.   It's DEAD.

                              PILOT [PRISON FERRY]
                    He killed the radio.

                              THE JOKER (O.S.)
                    There's no need for all of you to
                    die. That would be a waste. So I've
                    left you both a little present.

          EXT. PENTHOUSE, PREWITT BUILDING -- NIGHT

          The Joker stares out over the harbor, at the ferries.
          Talking into a cell phone. Holding a detonator, with TWO

          BUTTONS.

                              THE JOKER
                    Each of you has a remote to blow up
                    the other boat.

          INT. PASSENGER LOUNGE, PRISONER FERRY -- NIGHT

          The Prisoners and Corrections Officers listen.    Appalled.

                               THE JOKER (O.S.)
                    At midnight, I blow you all up. If,
                    however, one of you presses the
                    button, I'll let that boat live. You
                    choose. So who's it going to be-
                    Harvey Dent's most wanted scumbag
                    collection... or the sweet innocent
                    civilians?
                        (beat)
                    Oh, and you might want to decide
                    quickly, because the people on the
                    other boat may not be quite so noble.
          The Joker HANGS UP. The Pilot [Prisoner Ferry] looks down at
          the remote in his hands. Prisoners begin YELLING and
          PUSHING. The WARDEN takes the remote from the Pilot- COCKS
          his shotgun. His men level their weapons at the crowd.

          EXT. FERRY TERMINAL -- CONTINUOUS

          Gordon looks out at the ferries.    His phone rings.

                              BATMAN
                    I have the Joker's location-

          

                                                                  122.

          

          

          EXT. GOTHAM STREETS -- CONTINUOUS

          Batman ROARS along on the bat-pod.

                              BATMAN
                    Prewitt building. Assemble on the
                    building opposite.

          INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT

          The National Guard Commander is holding the remote. Several
          passengers take a step towards him. He PULLS his weapon.

                                 NATIONAL GUARD COMMANDER
                    Stay back.
          A BUSINESSMAN clutching his briefcase speaks up.

                              BUSINESSMAN
                    Who are you to decide? We ought to
                    talk it over, at least.
          Other passengers agree.    A MOTHER with two KIDS speaks up.

                              MOTHER
                    We don't all have to die. Why should
                    my babies die? Those men had their
                    chance-

                              NATIONAL GUARD COMMANDER
                    We're not talking about this...

                              PASSENGER 1
                    They're talking over the same exact
                    thing on the other boat.

                              PASSENGER 2
                    If they're even bothering to talk.
                    Let's put it to a vote.

          INT. PASSENGER LOUNGE, PRISONER FERRY -- NIGHT

          As the Prisoners grow angrier, a CORRECTIONS OFFICER FIRES
          his shotgun into the air. The Prisoners back off. Slightly.

          INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT

          A GUARDSMAN on this boat passes around a hat. People drop
          CHITS into it. Passengers filling out chits eye each other.
          People on their phones say goodbye to loved ones.
          The Pilot [Passenger Ferry] looks out across the water to the
          other Ferry. Looks up at the clock. Ten to midnight...
          STARES down at his blank chit.

          

                                                                123.

          

          

          EXT. ROOFTOP OVERLOOKING PREWITT BUILDING -- NIGHT

          Gordon and his SWAT team leaders set up SNIPER and SCOPE
          positions on the balustrade.

          INT. GARAGE, PREWITT BUILDING -- CONTINUOUS

          A SWAT stands beside the empty school bus.

                              SWAT
                    We've found our missing bus.

          EXT. ROOFTOP OVERLOOKING PREWITT BUILDING -- CONTINUOUS

          Gordon looks at the SWAT LEADER.

                              GORDON
                    Then we have a hostage situation.
          They look across at the large windows of the Prewitt
          Building. The Joker's men, in crude, homemade CLOWN MASKS
          are clearly visible, automatic weapons in hand.

                              SWAT SNIPER
                    I got hostages!
          They look through his scope. Crouched deeper in the room,
          PATIENTS, DOCTORS, and NURSES, huddled.

                              GORDON
                    It's a shooting gallery. Why'd he
                    choose a spot with such big windows?

                              BATMAN
                    He likes the view.
          Batman gestures towards the view of the ferries.

                              SWAT LEADER
                    We have clear shots on five clowns.
                    Snipers take them out, smash the
                    windows- a team rappels in, a team
                    moves in by the stairwells. 2 or 3
                    or three casualties, max.

                              GORDON
                        (barely hesitates)
                    Let's do it.

                              BATMAN
                    It's not that simple.    With the
                    Joker, it never is.

                              GORDON
                    What's simple, is that every second
                    we don't take him, those people on
                    the ferries get closer to blowing
                    each other up!

          

                                                                  124.

          

          

                              BATMAN
                    That won't happen.

                              GORDON
                    Then he'll blow them both up!
                    There's no time- we have to go in now-

                              BATMAN
                    There's always a catch with him-

                              GORDON
                    That's why we can't wait- we can't
                    play his games-
          Batman turns.

                              BATMAN
                    I need five minutes.     Alone-

                             GORDON
                    No. There's no time.     We have clear
                    shots.
          Gordon pulls his gun.   Batman turns back.   The SWATS watch.

                               GORDON
                    Dent's in there with them. We have
                    to save Dent! I have to save Dent!
                        (to SWAT Leader)
                    Get ready-
          Batman LEAPS from the building, OPENS his cape- SOARS across
          the gulf between the two buildings- Gordon puts his weapon
          away. Curses softly. Turns to the SWAT leader.

                              GORDON
                    Two minutes. Then you breach.

          EXT. PREWITT BUILDING -- CONTINUOUS

          Batman LANDS against the glass two floors below-

                               BATMAN
                    Fox.   I need picture.

          INT. LAB, RESEARCH AND DEVELOPMENT -- CONTINUOUS

          Fox hits some keys-

                              FOX
                    You've got p.o.v. on alpha channel,
                    omni on beta-

          

                                                                  125.

          

          

          EXT. PREWITT BUILDING -- CONTINUOUS

          SMOKED GLASS EYEPIECES slip down over Batman's eye holes.
          Batman's SONAR P.O.V.: the layers of the building dissolve,
          levels of TRANSPARENCY PULSING rhythmically... Batman can see
          the people inside the building...

          INT. PENTHOUSE, PREWITT BUILDING -- NIGHT

          The Joker is standing by the window, looking out at his
          handiwork. The Chechen's DOGS start BARKING. He SMILES.

          EXT. PENTHOUSE, PREWITT BUILDING -- CONTINUOUS

          Batman reaches into his utility belt, SPRAYS PLASTIC onto the
          glass- lets it harden- PUNCHES the window-which BREAKS
          QUIETLY as the pieces stick to the laminate- he slips inside-

          INT. PENTHOUSE, PREWITT BUILDING -- CONTINUOUS

          Batman's eyes glow white as he uses his sonar to look THROUGH
          the corner: AN ARMED CLOWN IS LEANING AGAINST THE CORNER...

          EXT. ROOFTOP, PREWITT BUILDING -- CONTINUOUS

          A six man SWAT team prepares to rappel from the roof.

          INT. STAIRWELL, PREWITT BUILDING -- CONTINUOUS

          A SWAT team moves up the stairs.

          EXT. ROOFTOP OVERLOOKING PREWITT BUILDING -- CONTINUOUS

          Gordon's phone rings.

                                 GORDON
                     Hello?    Barbara, calm down-

                               DENT (O.S.)
                     Hello, Jim.

                                GORDON
                     Harvey?   What the hell's going on?

                               DENT (O.S.)
                     You're about to know what my
                     suffering is really like...
          Gordon looks across at the Prewitt penthouse...

                               GORDON (O.S.)
                     Where are you? Where's my family?!

                               DENT
                     Where my family died.
          Click.   Gordon looks at the SWAT leader.   Pale.

          

                                                                 126.

          

          

                                SWAT LEADER
                    Red Team.    Go!
          Gordon moves to the door off the roof.

          INT. PENTHOUSE, PREWITT BUILDING -- CONTINUOUS

          Batman GRABS the Armed Clown, drops him, silently. He goes
          to disarm him- THE WEAPON IS DUCT-TAPED TO THE CLOWN'S HANDS.
          Batman RIPS off the clown mask:
          STARING, FRIGHTENED EYES- MOUTH DUCT-TAPED SHUT... it's

          ENGEL.
          Batman looks up: Four more clowns line the windows, weapons
          duct-taped to their hands. On SONAR: he looks into where the
          hostages are crouched... the "PATIENTS" and "DOCTORS" are
          carrying weapons- these are the Joker's men... Above them
          SWATS RAPPEL FROM THE ROOFTOP. ~In the stairwells, two more
          teams prepping.

                               BATMAN
                    Don't.   Move.
          Engel nods, terrified.

          EXT. ROOFTOP OVERLOOKING PREWITT BUILDING -- CONTINUOUS

          The SWATS line up the clowns in their sights...

          INT. STAIRWELL, PREWITT BUILDING -- CONTINUOUS

          The SWAT team arrives at the penthouse fire exit.   They
          spread CHARGES across the inner wall-

          EXT. ROOFTOP OVERLOOKING PREWITT BUILDING -- CONTINUOUS

          The SWAT Leader checks his watch.

                                SWAT LEADER
                    Go!   Go!   Go!
          A SWAT Sniper zeroes in on a clown- the clown DISAPPEARS- the
          Sniper looks up, confused-

          INT. PENTHOUSE, PREWITT BUILDING -- CONTINUOUS

          Batman yanks the clown along the floor using his grapple gun-
          the clown takes down the two next to him- Batman leaps for
          the nearest two as SHOTS SHATTER the glass-

          EXT. PREWITT BUILDING -- CONTINUOUS

          The SWATS rappel down the building- SWING in through the
          broken windows-

          

                                                                127.

          

          

          INT. PENTHOUSE, PREWITT BUILDING -- CONTINUOUS

          The "hostages" reel from the BLAST- The SWATS SWOOP in-
          aiming weapons at the clowns, throwing PERCUSSION GRENADES-
          Batman takes out the SWATS with fists and BATARANGS-
          The last SWAT aims at BATMAN- behind him a "DOCTOR" raises a
          shotgun... behind the "Doctor" Batman can see through the
          wall at SWATS preparing to breach... Batman VAULTS over the
          SWAT into a two-foot kick into the "Doctor's" chest-

          INT. STAIRWELL, PREWITT BUILDING -- CONTINUOUS

          The Swats BLAST OUT THE WALL- the team leader steps up to the
          hole... the BAT-GRAPPLE FIRES out-lodging in his kevlar
          vest... he is YANKED, SCREAMING, through the door. The rest
          of his team look at each other. Steel themselves. Move in
          through the hole...

          INT. PENTHOUSE, PREWITT BUILDING -- CONTINUOUS

          As the SWATS race in they find Engel, terrified, next to a
          pile of unconscious "hostages", and their team leader, one
          end of an absailing rope tied around his waist. Batman is on
          them, weaving KICKING, PUNCHING, and, with one hand, clipping
          carabinners looped to the absailing rope onto their webbing
          of vests.
          Batman steps back- picks up the team leader- SWAT weapons aim
          at him- he hurls the Team Leader out the window... the SWATS
          watch him go... the rope pays out... one by one they are
          YANKED out of the window...

          EXT. ROOFTOP OVERLOOKING PREWITT BUILDING -- CONTINUOUS

          A SNIPER watches through his scope as the six man SWAT team
          soars out of the window and drops. The line snaps taut and
          they hang, like a mountaineering team in crisis. Batman,
          crouched in the broken window, secures the line.

                              SNIPER
                    What the hell's he doing?
          Batman looks right at the sniper- Raises his grapple gun-
          BAM. The bat grapple smashes into the Sniper's scope- the
          rifle is YANKED out of his hands.

          INT. PREWITT BUILDING -- CONTINUOUS

          Batman races past a dazed Engel...

                              ENGEL
                        (pathetic)
                    Thanks.
          ...into the main office.    The Joker is there.

          

                                                                  128.

          

          

                                THE JOKER
                    You came.    I'm touched.

                              BATMAN
                    Where's the detonator?
          The Dogs LEAP at Batman- SMASH him to the ground...

          INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT

          The Pilot [Passenger Ferry] finishes counting the votes.
          Reads the verdict.

                              PILOT [PASSENGER FERRY]
                    The tally is 196 votes against.
                        (looks down)
                    And 340 votes for.
          The passengers avoid eye contact with each other.

          INT. PASSENGER LOUNGE, PRISONER FERRY -- NIGHT

          The Corrections Officers are in a phalanx in the corner,
          facing off against hundreds of menacing Prisoners.

                              PRISONER 1
                    Do you wanna die!
          The Warden and his men look at each other.    At the clock.

          INT. PENTHOUSE, PREWITT BUILDING -- NIGHT

          Batman WRESTLES with the Rotweilers- a blinding mass of
          Batman, black fur and bared teeth-
          The Joker POPS a switchblade. Moves in to the mass- Batman
          KICKS OFF the last of the dogs- the Joker JABS his knife into
          Batman's RIBS-

                              THE JOKER
                    All the old familiar places.
          Batman recoils in pain. The Joker BUTTS him- KNEES him-
          ENERGY explodes from his lean frame- he KICKS the injured
          Batman back towards the glass...

          INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT

          The Pilot [Passenger Ferry] looks at the remote in his hands.

                              PILOT [PASSENGER FERRY]
                    I voted for it. Same as most of you.
                    Doesn't seem right that we should all
                    die...
          Someone calls out from the back.

          

                                                                    129.

          

          

                                PASSENGER 3
                    So do it!

                              PILOT [PASSENGER FERRY]
                    I didn't say I'd do it. Don't
                    forget. We're still here. Which
                    means they haven't killed us, yet,
                    either.
          He sets the remote down on a bench in the front of the
          lounge. The other passengers and guardsmen stare at it...

          INT. PASSENGER LOUNGE, PRISONER FERRY -- NIGHT

          A HUGE, TATTOOED PRISONER pushes his way to the front. He
          walks towards the Warden, who is sweating, looking at the
          remote.

                              TATTOOED PRISONER
                    You don't wanna die. But you don't
                    know how to take a life. Give it to
                    me.
          The Warden looks at the remote.     At the clock.

                              TATTOOED PRISONER
                    These men will kill you and take it,
                    anyway. Give it to me, you can tell
                    people I took it by force... give it
                    to me and I'll do what you should
                    have done ten minutes ago.

          INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT

          Everyone stares at the remote. One minute left.     The
          Businessman stands. Walks over and picks it up.

                              BUSINESSMAN
                    No one wants to get their hands
                    dirty. Fine. I'll do it. Those men
                    on that boat made their choices.
                    They chose to murder and steal. It
                    makes no sense for us to die, too.
          He looks at the other passengers.    No one makes eye contact.

          INT. PASSENGER LOUNGE, PRISONER FERRY -- NIGHT

          The Warden slowly hands him the REMOTE. The Prisoner looks
          at it. He looks the Warden in the eye...
          Then TOSSES the remote out the window.
          Warden, prisoners and officers are stunned.

          

                                                                     130.

          

          

          EXT. PENTHOUSE, PREWITT BUILDING -- NIGHT

          Batman FLIES backwards THROUGH THE WINDOW- glass flying- the
          Joker KICKS out a wooden brace holding up the STEEL FRAME-
          Batman's arms fly up as it comes crashing down onto his neck-

          saved by his protective gauntlets. Batman GRUNTS as the
          Joker STEPS onto the steel beam...

                              THE JOKER
                    If we don't stop fighting, we're
                    going to miss the fireworks.

                              BATMAN
                    There won't be any fireworks.
          Batman STRUGGLES to keep the beam from CRUSHING his neck...

          INT. PASSENGER LOUNGE, COMMUTER FERRY -- NIGHT

          The Businessman stares at the remote in his hands.   Finally,
          he puts it down. Sits down. Waits to die.
          The clock strikes MIDNIGHT.

          EXT. PENTHOUSE, PREWITT BUILDING -- NIGHT

          Batman indicates the clock...   twelve o'clock.

                              BATMAN
                    What were you hoping to prove? That
                    deep down, we're all as ugly as you?
          The Joker looks at the clock...

          INT. BOTH FERRIES -- CONTINUOUS

          The Passengers brace.   Look at the clock.   Confused...

          INT. PREWITT BUILDING -- CONTINUOUS

          The smile disappears from the Joker's face.

                              BATMAN
                    You're alone.
          The Joker CROUCHES down, hovering above Batman's face and
          arms. Shows him the remote.

                              THE JOKER
                    Can't rely on anyone these days.
          The Joker ARMS the remote...

                              THE JOKER
                    Have to do everything yourself. I
                    always have- and it's not always
                    easy...

                              (MOR E)

          

                                                                 131.
                              THE JOKE R (cont'd)
                        (smiles, remembering)
                    You know how I got these scars?
          Batman looks up at him.

                               BATMAN
                    No.   But I know how you get these-
          Batman's SCALLOP BLADES FIRE OUT OF HIS GAUNTLET, nailing the
          Joker in the chest and arm- he STAGGERS back- Batman, freed,
          leaps forward- KICKS HIM OVER THE EDGE- GRABS the remote-
          The Joker GIGGLES as he FALLS, enjoying the ride. Something
          SLAMS into his leg, and he JERKS to a stop- BATMAN'S GRAPPLE.
          The Joker HOLLERS in pain as Batman HAULS him up.

                              THE JOKER
                    Just couldn't let me go, could you?
                    I guess this is what happens when an
                    unstoppable force meets an immovable
                    object. You truly are incorruptible,
                    aren't you?
          Batman secures the Joker UPSIDE DOWN.   The Joker is LAUGHING.

                              THE JOKER
                    You won't kill me out of some
                    misplaced sense of self-
                    righteousness... and I won't kill you
                    because you're too much fun. We're
                    going to do this forever.

                              BATMAN
                    You'll be in a padded cell, forever.

                              THE JOKER
                    Maybe we can share it. They'll need
                    to double up, the rate this city's
                    inhabitants are losing their minds...

                              BATMAN
                    This city just showed you it's full
                    of people ready to believe in good.
          The Joker looks up at him.   A twinkle in his eye.

                              THE JOKER
                    Till their spirit breaks completely.
                    Until they find out what I did with
                    the best of them. Until they get a
                    good look at the real Harvey Dent,
                    and all the heroic things he's done.
                        (indicates ferry)
                    Then those criminals will be straight
                    back onto the streets and Gotham will
                    understand the true nature of
                    heroism.
                        (off look)

                              (MOR E)

          

                                                                   132.
                                THE JOKE R (cont'd)
                      You didn't think I'd risk losing the
                      battle for the soul of Gotham in a
                      fist fight with you? You've got to
                      have an ace in the hole. Mine's
                      Harvey.
          Batman hauls the Joker up, nose to nose.

                                BATMAN
                      What did you do?

                                THE JOKER
                      I took Gotham's white knight. And I
                      brought him down to my level. It
                      wasn't hard- madness is like gravity.
                      All it takes is a little push.
          Joker laughs.   Batman leaves him to the SWATS.

                                 BATMAN
                      Lucius.   Find Harvey Dent.

          EXT. BURNT WAREHOUSE, 52ND STREET -- NIGHT

          Gordon gets out of his car, gun drawn.     Makes his way into
          the blackened wreck of a building...

          INT. BURNT WAREHOUSE, 52ND STREET -- NIGHT

          Gordon peers into the darkness.

                                 GORDON
                      Dent?
          No reply.   Gordon makes his way deeper.    Up the stairs.

          INT. SECOND FLOOR, BURNT WAREHOUSE -- NIGHT

          Gordon spots Barbara and their two children huddled together.
          He moves towards them- Barbara is shaking her head-
          WHAM! Dent cracks Gordon over the head with his gun. Dent
          disarms Gordon, rolls him over. He turns to look at the
          ENORMOUS hole in the floor. From this side, in the
          moonlight, Dent looks completely normal.

                                DENT
                      This is where they brought her,
                      Gordon. After your people handed her
                      over. This is where they bound her.
                      This is where she suffered. This is
                      where she died.

                                 GORDON
                      I know.   I was here.   Trying to save
                      her.
          Dent TURNS, revealing his dark side.

          

                                                                 133.

          

          

                              DENT
                    But you didn't, did you?

                              GORDON
                    I couldn't.

                              DENT
                    Yes, you could.

                              DENT
                    If you'd listened to me- if you'd
                    stood up against corruption instead
                    of doing your deal with the devil.

                              GORDON
                    I was trying to fight the mob-
          Dent MOVES towards Gordon.

                              DENT
                    You wouldn't dare try to justify
                    yourself if you knew what I'd lost.
                    Have you ever had to talk to the
                    person you love most, wondering if
                    you're about to listen to them die?
                    You ever had to lie to that person?
                    Tell them it's going to be all right,
                    when you know it's not? Well, you're
                    about to find out what that feels
                    like. Then you'll be able to look me
                    in the eye and tell me you're sorry.
          Dent turns- steps over to Barbara- puts the gun to her temple-

                              GORDON
                    Harvey. Put the gun down. You're
                    not going to hurt my family.

                              DENT
                    No, just the person you need most.
                        (cocks gun)
                    So is it your wife?

                              GORDON
                    Put the gun down.
          Dent moves the gun to point at Gordon's little girl.

                              GORDON
                    Please, Harvey...
          Dent moves to James Gordon.   Brushes the hair out of the
          boy's eyes with the muzzle.   Gordon SNAPS.

                              GORDON
                    Goddamit. Stop pointing that gun at
                    my family, Dent.

          

                                                                134.

          

          

                              DENT
                    We have a winner.
          Dent pulls the boy away from his mother.

                                BARBARA
                    No!    Jim stop him!   Don't let him!
          Dent walks James past Gordon to the edge of the burnt floor.
          He touches the raw wood at the edge of the floor.

                              GORDON
                    I'm sorry, Harvey. For everything.
                    But, please. Please don't hurt him.

          SIRENS.

          EXT. BURNT WAREHOUSE, 52ND STREET -- CONTINUOUS

          Cop cars descend on the warehouse.

          INT. SECOND FLOOR, BURNT WAREHOUSE -- CONTINUOUS

          Dent looks at Gordon, FURIOUS.

                              DENT
                    You brought your cops?

                              GORDON
                    All they know is there's a situation.
                    They don't know who, or what.
                    They're just creating a perimeter.

                              DENT
                    You think I want to escape?!      There's
                    no escape from this-
          Dent indicates his face.   His suffering.

                              GORDON
                    No one needs to escape, because no
                    one's done anything wrong. And
                    nobody has to.
          Dent chuckles.   A macabre sight.

                              DENT
                    I've done plenty wrong, Gordon.      Just
                    not quite enough. Yet.
          Dent squeezes the gun a little tighter against the little
          boy's neck. The boy WHIMPERS.

                              BATMAN
                    You don't want to hurt the boy, Dent.
          Dent turns.   Batman steps from the shadows.

          

                                                                  135.

          

          

                              DENT
                    It's not about what I want. It's
                    about what's fair.
                        (to Gordon and Batman)
                    You thought we could be decent men in
                    an indecent world. You thought we
                    could lead by example. You thought
                    the rules could be bent but not
                    break... you were wrong. The world
                    is cruel.
                        (shows his coin)
                    And the only morality in a cruel
                    world is chance. Unbiased.
                    Unprejudiced. Fair.

                              BATMAN
                    Nothing fair ever came out of the
                    barrel of a gun, Dent.

                              DENT
                        (shows the coin)
                    His boy's got the same chance she
                    had. Fifty-fifty.
          Batman steps closer, desperate, trying to reach Dent.

                              BATMAN
                    What happened to Rachel wasn't
                    chance. We decided to act. We
                    three. We knew the risks and we
                    acted as one. We are all responsible
                    for the consequences.
          Dent looks at Batman.    Pleading.

                              DENT
                    Then why was it only me who lost
                    everything?
          Batman looks into Dent's eyes.   Emotional.

                                 BATMAN
                    It wasn't.

                              DENT
                        (furious)
                    The Joker chose me!

                              BATMAN
                    Because you were the best of us. He
                    wanted to prove that even someone as
                    good as you could fall.

                              DENT
                        (bitter)
                    And he was right.

          

                                                                    136.

          

          

                              BATMAN
                    But your fooling yourself if you
                    think you're letting chance decide.
                    You're the one pointing the gun,
                    Harvey. So point it at the people
                    who were responsible. We all acted
                    as one. Gordon. Me. And you.
          Dent is listening, the wheels in his deranged mind turning.

                              DENT
                    Fair enough.
          Dent eases his grip on the boy.

                                 DENT
                    You first.
          He points the gun at Batman. FLIPS the coin. TAILS. He
          SHOOTS. Batman COLLAPSES to the ground, clutching his gut.

                                 DENT
                    My turn.
          He points the gun at his own head.    FLIPS the coin.    HEADS.
          He looks a little disappointed.
          Finally, he points the gun back at Gordon's son.

                              DENT
                    Your turn, Gordon.

                              GORDON
                    You're right, Harvey. Rachel's death
                    was my fault. But punish me-

                              DENT
                    I'm about to. Tell your son it's
                    going to be all right, Gordon. Lie.
                    Like I lied.
          Gordon looks up.   Pained.    Locks eyes with his son.

                              GORDON
                    It's going to be all right, son.
          Dent FLIPS the coin. High. Dent's eyes FOLLOW the coin up-
          Batman HURLS himself at Dent and the boy.
          All three of them VANISH over the edge. A TERRIBLE CRASH-
          then silence, but for the sound of DENT'S COIN, SPINNING on
          the floor at the edge of the hole.
          Gordon, horrified, RUNS to the edge- peers down-
          Dent lies at the bottom of the hole, his neck broken.     DEAD.
          The coin stops spinning, GOOD SIDE UP.

          

                                                                   137.

          

          
          Gordon's son swings into view, HANGING from Batman, who is
          holding onto a JOIST with all his strength...
          Gordon reaches down to GRAB his son- HAULS him up...
          Batman FALLS..., dropping and dropping, SMASHING THROUGH
          protruding WOOD and PIPES... He lands HARD near Dent.

          EXT. BURNT WAREHOUSE, 52ND STREET -- CONTINUOUS

          The cops prepare to STORM the front door.

          INT. BURNT WAREHOUSE, 52ND STREET -- CONTINUOUS

          Gordon races down the stairs.   Rushes over to Batman.

                              JAMES
                    Dad, is he okay?
          Gordon crouches at Batman's side.   The Batman GRASPS Gordon's
          arm. STAGGERS to his feet.

                                 GORDON
                    Thank-you.

                              BATMAN
                    You don't have to-

                                 GORDON
                    Yes, I do.
          Gordon and Batman stare down at Dent's body.   Grave.

                              GORDON
                    The Joker won.
          Gordon stares down at SCARRED SIDE of Harvey Dent.

                              GORDON
                    Harvey's prosecution, everything he
                    fought for, everything Rachel died
                    for. Undone. Whatever chance Gotham
                    had of fixing itself... whatever
                    chance you gave us of fixing our
                    city... dies with Harvey's
                    reputation. We bet it all on him.
                    The Joker took the best of us and
                    tore him down. People will lose all
                    hope.

                              BATMAN
                    No.  They won't.
                        (looks at Gordon)
                    They can never know what he did.

          

                                                                138.

          

          

                              GORDON
                        (incredulous)
                    Five dead? Two of them cops?       We
                    can't sweep that under-

                                BATMAN
                    No.    But the Joker cannot win.
          Batman crouches to Dent's body.

                              BATMAN
                    Gotham needs its true hero.
          Gently, he turns Dent's head so the good side of his face is
          up. Gordon looks from Dent's face to Batman. Understanding.

                               GORDON
                    You?   You can't-

                              BATMAN
                    Yes, I can.
          Batman stands.   Faces Gordon.

                              BATMAN
                    You either die a hero or live long
                    enough to see yourself become the
                    villain. I can do those things
                    because I'm not a hero, like Dent. I
                    killed those people. That's what I
                    can be.

                              GORDON
                        (angry)
                    No, you can't! You're not!
          Batman hands Gordon his police radio.

                              BATMAN
                    I'm whatever Gotham needs me to be.

          INSERT CUT: GORDON STANDS AT A PODIUM AT DENT'S FUNERAL.

          BEHIND HIM IS A LARGE PHOTOGRAPH OF DENT SMILING.

                              GORDON
                    ...a hero. Not the hero we deserved-
                    the hero we needed. Nothing less
                    than a knight. Shining...

                              GORDON (V.O.)
                    They'll hunt you.

                              BATMAN (V.O.)
                    You'll hunt me.

          

                                                                  139.

          

          

          INSERT CUT: GORDON, ON THE ROOF OF GOTHAM CENTRAL, AXE IN

          HAND, WATCHED BY AN ASSORTMENT OF COPS AND REPORTERS...

                              BATMAN (V.O.)(CONT'D)
                    You'll condemn me, set the dogs on
                    me...

          GORDON TAKES THE AXE TO THE BAT SYMBOL- SPARKING, SMASHING...

                              BATMAN (V.O.)(CONT'D)
                    ...because it's what needs to happen.

          INSERT CUT: ALFRED HOLDS THE LETTER FROM RACHEL.   THINKING.

                              BATMAN (V.O.)(CONT'D)
                    Because sometimes the truth isn't
                    good enough...

          INSERT CUT: ALFRED BURNS THE ENVELOPE FROM RACHEL.

                              BATMAN (V.O.) (CONT'D)
                    ...sometimes, people deserve more.

          INSERT CUT: LUCIUS FOX TYPES HIS NAME INTO THE SONAR MACHINE.

          INSERT CUT: FOX HITS THE "X". THE MACHINE FLASHES RED "SELF-

          DESTRUCT WARNINGS". THEN DIES. FOX SMILES TO HIMSELF.
          Batman hurries off.   LIMPING into the shadows.

                                JAMES
                    Batman?!
          James RUNS down the stairs to join father-

                              JAMES (CONT'D)
                    Why's he running, Dad?!
          Gordon stares after Batman.

                              GORDON
                    Because we have to chase him...

          EXT. WAREHOUSE -- CONTINUOUS

          As Cops race into the buildings the DOGS get the scent and
          pull away from the doorway, following the SHADOW into the
          stacks of shipping containers...

          INT. WAREHOUSE -- CONTINUOUS

          James looks at his father, confused.

                              JAMES
                    He didn't do anything wrong!
          Gordon stares after the Batman. The sound of the dogs
          becoming louder and more ferocious.

          

                                                                  140.

          

          

                                  JAMES (CONT'D)
                     Why, dad?     Why?!

                                  GORDON
                     Because...

          EXT. DOCKSIDE ROOFTOPS -- CONTINUOUS

          The Batman LURCHES between shipping containers.    STUMBLING.
          BLEEDING. He makes it to the bat-pod...

                               GORDON (V.O.)
                     ...he's the hero Gotham deserves...
                     but not the one it needs right now.
                     So we'll hunt him, because he can
                     take it. Because he's not our
                     hero...
          The bat-pod streaks through Gotham's underground streets, the
          Batman's cape fluttering behind. A wraith...

                               GORDON (V.O.)
                     ...he's a silent guardian, a watchful
                     protector... a dark knight.
          The Batman races up a ramp into a blinding light-

          CUT TO BLACK.

          CREDITS.

          END.




Dark Knight, The



Writers :   Jonathan Nolan  Christopher Nolan
Genres :   Action  Crime  Thriller


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