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ALL SCRIPTS



 
                          THE DARK KNIGHT RISES



                               Written by

                   Jonathan Nolan & Christopher Nolan                        

                         

                                Story by

                   Christopher Nolan & David S. Goyer





          BLACK SCREEN.

           GORDON (V.O)
           Harvey Dent was needed. He was
           everything Gotham has been crying
           out for. He was...a hero. Not the
           hero we deserved - the hero we
           needed. Nothing less than a knight,
           shining...

                         
          The sound of cracking. Splintering. A shape appears, in ice.
          The shape of a BAT. The ice disintegrates...

                         

          EXT. GOTHAM STREET - DAY


                         
          Gordon stands before a massive picture of Harvey Dent.

                          GORDON
           But I knew Harvey Dent. I was...his
           friend. And it will be a very long
           time before someone inspires us the
           way he did.
          Gordon, choked with emotion, gathers the papers of his
          eulogy.
           I believed in Harvey Dent.
          And we FADE TO BLACK.

                          CUT TO:

                         
          Racing along a cratered dirt road, and we are -

                         

          INT. LAND CRUISER JOSTLING OVER UNEVEN TERRAIN - DAY

          Three Hooded Men guarded by East European Militia. A third
          Militia drives. Next to him is a nervous, bespectacled man.

                         

          EXT. AIRSTRIP, EASTERN EUROPE - DAY

          An airstrip overlooking a grey city rocked by artillery
          fire. A bland CIA Operative, flanked by Special Forces Men,
          stands in front of a commuter plane. CIA Man watches the
          Land Cruiser pull up, hard. The Militia Men jump out of the
          vehicle.
          The Driver shoves the bespectacled man in front of the CIA
          Man.

           2.

                         

                         

                          CIA MAN
           Dr. Pavel, I'm CIA.
          Dr. Pavel nods, nervous. CIA Man hands the Driver a
          briefcase.

                         

                          DRIVER
           He wasn't alone.
          CIA Man, confused, spots the Hooded Men. He turns to Dr.
          Pavel.

                         

                          CIA MAN
           You don't get to bring friends.

           DR. PAVEL

                          (SHAKEN)
           They are not my friends.

                          DRIVER
           Don't worry, no charge for them.

                          CIA MAN
           Why would I want them?

                          DRIVER
           They were trying to grab your
           prize. (Smiles.) They work for the
           mercenary. The masked man.

                         

                          CIA MAN

                          (EXCITED)
           Bane?
          The Driver nods. CIA Man turns to his Special Forces Men.

                         

                          CIA MAN
           Get 'em on board - I'll call it in.

                         

                         

          EXT. SKIES OVER MOUNTAIN RANGE - DAY

          The commuter plane struggles over snow-capped mountains.

                         

          INT. MAIN CABIN, COMMUTER PLANE - CONTINUOUS


                         
          The three Hooded Men kneel by the cargo door, handcuffed.
          CIA Man grabs Hooded Man 1.

                          CIA MAN
           What are you doing in the middle of
           my operation?

           3.

                         
          Hooded Man 1 says nothing. CIA Man pulls out a handgun.
           The flight plan I just filed with
           the Agency lists me, my men, and
           Dr. Pavel here. But only one of
           you.
          CIA Man opens the cargo door. Special Forces hang Hooded Man
          1 out into the howling wind - CIA Man shouts above the wind.

                         

                          CIA MAN

           FIRST ONE TO TALK GETS TO STAY ON
           MY AIRCRAFT! (Cocks weapon.)

           SO...WHO PAID YOU TO GRAB DR.

           PAVEL?!

                         
          Nothing. CIA Man fires out the open door and the Special
          Forces yank Hooded Man 1 back in, clubbing him quiet.

                          CIA MAN

           HE DIDN'T FLY SO GOOD! WHO WANTS TO

           TRY NEXT?!

                         
          The Soldiers grab Hooded Man 2, hang him out the door.

                          CIA MAN

           TELL ME ABOUT BANE! WHY DOES HE

           WEAR THE MASK?!

                         
          The prisoner says nothing. CIA Man presses the gun to the
          man's hood - he cocks the gun...nothing.

                          CIA MAN

           LOT OF LOYALTY FOR A HIRED GUN!

                         

           THIRD PRISONER (O.S.)
           Or he's wondering why someone would
           shoot a man before throwing him out
           of an aeroplane.

                         
          CIA Man turns to the Third Prisoner. Shuts the cargo door.

                          CIA MAN
           Wiseguy, huh? At least you can
           talk. Who are you?

                         

                          THIRD PRISONER
           We are nothing. We are the dirt
           beneath your feet. And no one cared
           who I was until I put on the
           mask...

                         
          CIA Man, wary, approaches the Third Prisoner - pulls off his
          hood, revealing a dark mask with a breathing apparatus. The
          eyes behind it are cold. Still. This is Bane.

           4.

                         

                         

                          BANE
           Who we are does not matter. What
           matters is our plan.

                          CIA MAN

                          (FASCINATED)
           If I pull this off, will you die?

                          BANE
           It would be extremely painful.

                         

                          CIA MAN
           You're a big guy -

                          BANE
           For you.

                         

                          CIA MAN

                          (UNNERVED)
           Was being caught part of your plan?

                          BANE
           Of course. Dr. Pavel refused our
           offer in favor of yours. We had to
           know what he told you about us.

           DR. PAVEL
           Nothing! I said nothing!

                         

                          CIA MAN
           Why not just ask him?

                          BANE
           He would not have told us.

                         

                          CIA MAN
           You have methods.

                          BANE
           Him, I need healthy. You present no
           such problem.
          CIA Man laughs for the Special Forces' benefit. A heavy bass
          tone is rising. The Sergeant looks out the window.

                         

                         

          EXT. SKIES OVER MOUNTAIN RANGE - CONTINUOUS

          The commuter plane is dwarfed by a massive transport plane
          looming over it, dangerously close...

           5.

                         

                         

          INT. MAIN CABIN, COMMUTER PLANE - CONTINUOUS

          The plane lurches. The noise is building.

                          SERGEANT
           Sir?

                         

                          CIA MAN
           Well congratulations, you got
           yourselves caught. What's the next
           step of your master plan?

                         

                          BANE
           Crashing this plane...

                         

          EXT. MOUNTAINS - CONTINUOUS


                         
          The ramp of the transport opens... Four men leap out on
          tethers - dropping towards the commuter plane, two each
          side...

                         

                         

          INT. MAIN CABIN, COMMUTER PLANE - CONTINUOUS

          The Spacial Forces react to the turbulence from the plane
          above. CIA Man looks at Bane.

                          BANE

                          (RISING)
           With no survivors.
          A Special Forces soldier spins around - an Armed Man is
          outside the window. Bang -

                         

                         

          EXT. SKIES OVER MOUNTAIN RANGE - CONTINUOUS

          Two men shoot through the windows, the other two attach
          grapples to the fuselage - give the thumbs up - hoists start
          to pull and the tail of the commuter plane is lifted,
          unnaturally.

                         

          INT. COCKPIT, COMMUTER PLANE - CONTINUOUS

          The Pilots battle the controls as the plane tilts forward.

           6.

                         

                         

          INT. MAIN CABIN, COMMUTER PLANE - CONTINUOUS

          Like lightning, Bane has the CIA Man is his handcuffed arms,
          legs wrapped around a seat back, The entire cabin upends.
          Tumbling chaos - Soldiers falling - Bane cracks CIA Man's
          neck and drops him onto the Sergeant - they tumble down the
          plane, smashing into the cockpit door with a terminal thud.
          Dr. Pavel, strapped in, pushes against the seat in front of
          him - the plane vibrates, trying to tear itself apart.

                         

                         

          EXT. ATLAS MOUNTAINS - CONTINUOUS

          The men climb the tail of the smaller plane as it dangles
          helplessly above the mountains. Its wings shear off.

                         

                         

          INT. MAIN CABIN, COMMUTER PLANE - CONTINUOUS

          Bane breaks his handcuffs as if they were plastic, then
          opens his legs and drops down the cabin, somersaulting
          gracefully and using his arms to stop himself halfway down,
          by Dr. Pavel.

                         

          EXT. SKIES OVER MOUNTAIN RANGE - CONTINUOUS

          The men attach explosives to the tail, then jump away,
          swinging out as the tail explodes.

                         

          INT. MAIN CABIN, COMMUTER PLANE - CONTINUOUS

          An explosion takes off the rear door of the cabin - the
          Armed Men drop through the smoke on cables.
          A body bag is lowered into the cabin. Bane lies it on the
          seat backs next to Dr. Pavel and unzips it to reveal a body
          the same age and build as Dr. Pavel.

                         
          Bane rips Dr. Pavel's sleeve - pulls out a length of
          surgical tubing - pushes a needle into Dr. Pavel's arm -
          runs the tube to the body's arm... Dr. Pavel watches,
          horrified, as Bane starts compressions on the body's chest,
          drawing Dr. Pavel's blood across the tube and into the
          body...

                         
          An Armed Man pulls Hooded Man 1 up through the cabin and
          out. Bane stops Hooded Man 2.

           7.

                         

                         

                          BANE
           Friend. They expect one of us in
           the wreckage.
          The man nods, unhooks himself, takes Bane's arm.

                         

                          HOODED MAN 2
           Have we started the fire?

                          BANE

                          (NODS)
           The fire rises.
          Hooded Man 2 hands Bane his line. Bane clips it around Dr.
          Pavel, takes out a knife and cuts Dr. Pavel's seat belt. Dr.
          Pavel panics, flails. Bane takes his arms. Gentle.

                         

                          BANE
           Calm, Doctor. Now is not time for
           fear...
          Bane slides Dr. Pavel out of his seat. They hang in the
          vertical, windblown cabin. Bane takes out a detonator.

                         

                          BANE
           That comes later.
          Bane presses the detonator - the cabin drops from around
          them, revealing the terrifying drop to the peaks below. Dr.
          Pavel screams as they are hoisted up towards the transport,
          and we -

                          CUT TO:

                         

                         

          EXT. GOTHAM - EVENING

          Drifting over the vast city...

           MAYOR (V.O.)
           Harvey Dent Day may not be our
           oldest public holiday...
          ...moving past the enormous Gotham Bridge...

           MAYOR (V.O.)
           But we're here tonight because it's
           one of the most important...
          ...over the Gotham river to the Palisades on the far side...

           8.

                         

                         

           MAYOR (V.O.)
           Harvey Dent's uncompromising stand
           against organized crime and, yes,
           ultimately, his sacrifice, have
           made Gotham a safer place than it
           was at the time of his death, eight
           years ago...
          ...finding a party in the grounds of Wayne Manor. The Mayor
          addresses the wealthy and powerful of Gotham.

                         

                          MAYOR
           This city has seen a historic
           turnaround. No city is without
           crime. But this city is without
           organized crime because the Dent
           Act gave law enforcement teeth in
           its fight against the mob. Now
           people are talking about repealing
           the Dent Act. And to them I
           say...not on my watch.
          Enthusiastic applause as the Mayor wraps up.
           I want to thank the Wayne
           Foundation for hosting this event.
           I'm told Mr. Wayne couldn't be here
           tonight, but I'm sure he's with us
           in spirit...

                         
          High above, on a darkened balcony, a lone figure. Watching.

           MAYOR (O.S)
           Now I'm going to give way to an
           important voice...

                         
          Down below at the bar, Commissioner Gordon examines some
          sheets of densely written paper. A Congressman muscles in.

                          CONGRESSMAN
           Commissioner.

                         

                          GORDON
           Congressman.

                          CONGRESSMAN
           Ever lay eyes on Wayne at one of
           these things?
          Gordon shakes his head. Gordon's Deputy Commissioner, Foley,
          cuts in.

           9.

                         

                         

                          FOLEY
           No one has. Not in years.

           MAYOR (O.S)
           He can tell you about the bad old
           days, when the criminals and
           corrupt ran this town with such a
           tight grasp that people put their
           faith in a murderous thug in a mask
           and a cape. A thug who showed his
           true nature when he betrayed the
           trust of this great man - (Turns to
           picture of Dent.) And murdered him
           in cold blood.
          The Congressman watches a tray of canaps breeze past, then
          grabs the ass of the maid carrying them. She freezes.

                         

                          CONGRESSMAN
           Sweetheart, not so fast with the
           chow.

                          MAID
           (turns, tight smile)
           Shrimp balls?
          The Congressman grabs two. The Maid moves off. The
          Congressman glances down at Gordon's papers.

                         

           MAYOR (O.S)
           Jim Gordon can tell you the truth
           about Harvey Dent...

                          CONGRESSMAN
           Jesus, Gordon, is that your speech?
           We're gonna be here all night.

                          GORDON
           Maybe the truth about Harvey isn't
           so simple, Congressman.

                         

           MAYOR (O.S)
           But I'll let him tell you himself -
           Commissioner Gordon?
          Applause. Gordon approaches the mike. Looks down at his long
          speech. Thinks.

                          GORDON
           The truth...?
          INSERT CUT: Harvey Dent, face half destroyed, threatens
          Gordon's son with a handgun.

           10.

                         

                         
          Gordon surveys the audience. Deciding.
           I have written a speech telling the
           truth about Harvey Dent...
          Gordon folds up his speech.
           Maybe the time isn't right...
          Gordon stuffs the papers inside his jacket. The Congressman
          mutters under his breath.

                          CONGRESSMAN
           Thank Christ for that...

                          GORDON
           Maybe right now all you need to
           know is that there are a thousand
           inmates in Blackgate Prison as a
           direct result of the Dent Act.
           These are violent criminals,
           essential cogs in the organized
           crime machine that terrorized
           Gotham for so long. Maybe, for now,
           all I should say about Harvey
           Dent's death is this...it has not
           been for nothing.
          The figure on the balcony turns back into the mansion.
          People clap as Gordon leaves the mike. Gordon approaches
          Foley.

                         

                          GORDON
           The second shift reports in?

                          FOLEY
           On your desk. But you should put in
           some more time with the Mayor -

                          GORDON
           That's your department.

                         
          Gordon heads for the line of town cars in the gravel drive.

                          CONGRESSMAN
           Anyone shown him the crime stats?

                          FOLEY
           He goes by his gut, and it
           continues to bother him, whatever
           the numbers.

                          CONGRESSMAN
           Must be popular with the wife.

           11.

                         

                         

                          FOLEY
           Not really. She took the kids and
           moved to Cleveland.

                          CONGRESSMAN
           He'll have plenty of time for
           visits. Mayor's dumping him in the
           spring.

                          FOLEY
           Really? He's a hero.

                         

                          CONGRESSMAN
           War hero. This is peacetime. Stay
           smart, the job's yours.

                         

                         

          INT. KITCHENS, WAYNE MANOR - MOMENTS LATER

          Our Maid dives into the bustle of Wayne Manor below stairs -
          Caterers and Maids, Wait Staff. She overhears another Maid.

                          MAID 2
           They say he never leaves the East
           Wing.

                          MAID 3
           I heard he had an accident - that
           he's disfigured.

                         
          The other Maids signal her to be quiet. All the chatter has
          died. Alfred has entered the kitchen.

                          ALFRED
           Mr. Till, why are your people using
           the main stairs?
          Alfred places a glass of water on a tray next to a covered
          plate. Picks up the tray, looks around the chaotic kitchen.

                         

                          ALFRED
           Where's Mrs. Bolton?

                          MAID
           She's up at the bar, sir. Can I
           help?

                         
          Alfred looks at the Maid. Hands her a key and the tray.

                          ALFRED
           The East drawing room. Unlock the
           door, place the tray on the table,
           lock the door again. Nothing more.

           12.

                         

                         
          The Maid nods. Takes the tray.

                         

          INT. HALL, WAYNE MANOR - MOMENTS LATER

          Following the Maid through the empty house. She comes to the
          large oak door to the East Wing. Unlocks it...

                         

          INT. DRAWING ROOM, EAST WING, WAYNE MANOR - CONTINUOUS

          The room is dark, quiet. The Maid places the tray on the
          table. She looks at the inner door opposite. It is ajar...

                         

          INT. HALL, WAYNE MANOR - CONTINUOUS


                         
          Alfred talks to an elegant woman, thirties, Miranda Tate.

                          ALFRED
           I'm sorry, Miss Tate, but I've
           tried. He won't see you.

                         

                          MIRANDA
           It's important, Mr. Pennyworth.
          Her accent is European. Hard to place.

                          ALFRED
           Mr. Wayne is as determined to
           ignore important things as trivial
           ones.

           MALE VOICE (O.S.)
           Don't take it personally, Miranda.

                         
          They turn to see a man in his fifties. Daggett.

                          DAGGETT
           Everyone knows Wayne's holed up in
           there with eight-inch nails, peeing
           into Mason jars. (To Alfred.) Good
           of you to let me on the grounds.

                          ALFRED
           The Dent Act is about all Gotham.
           Even you, Mr. Daggett. Miss Tate,
           always a pleasure.
          Alfred turns and walks off. Daggett smiles, glib.

           13.

                         

                         

                          DAGGETT
           Why waste your time talking to the
           man who threw away your investment
           on some save-the-world vanity
           project? He can't help you get your
           money back. But I can.

                          MIRANDA
           I could try explaining that a
           save-the-world project, vain or
           not, is worth investing in,
           whatever the return. I could try,
           Mr. Daggett, but you understand
           only money and the power you think
           it buys, so why waste my time,
           indeed?

                         
          She walks away. Daggett watches her go.

                         

          INT. DRAWING ROOM, EAST WING, WAYNE MANOR - CONTINUOUS

          Close on the dinner tray. We hear a labored step approach.
          Bruce Wayne appears, leaning on a cane. Gaunt. Grey temples.
          He lifts the lid of his dinner, then freezes, hearing
          something. He slowly limps into the next room...

                         

          INT. SITTING ROOM, EAST WING, WAYNE MANOR, CONTINUOUS


                         
          The Maid looks at framed photographs of Rachel, Thomas and
          Martha Wayne. Some are half-burned. She notices an archery
          target, arrows stuck in it. She reaches out. WHAM! An arrow
          sticks into the target - the Maid spins around, flustered.
          Wayne, at the other end of the long room, lowers a composite
          bow. Picks up his cane.

                          MAID
           I'm, I'm terribly sorry, Mr. Wayne.
           It is Mr. Wayne, isn't it?

                         
          Wayne nods, gently. Limps towards her.

                          MAID
           Although you don't have the long
           nails... (Nervous laugh.) Or facial
           scars...
          She trails off, embarrassed. Coy. She seems very young.

                          WAYNE
           Is that what they say about me?

           14.

                         

                          MAID
           It's just that...nobody sees you...

                         
          Wayne approaches slowly. He nods at her pearl necklace.

                          WAYNE
           That's a beautiful necklace.
           Reminds me of the one that belonged
           to my mother. It can't be the same
           one - her pearls are in this safe -
          He reaches out with his cane to press open a panel on the
          bureau, revealing a safe door...
           - which the manufacturer clearly
           explained is uncrackable.

                         
          ...which swings open with an awkward creak.

                          MAID
           Oops. No one told me it was
           uncrackable.

                         
          The Maid suddenly seems more confident. Older.

                          WAYNE
           I'm afraid I can't let you take
           those.

                         
          She smiles at him. Moves towards him.

                          MAID
           Look, you wouldn't hit a woman any
           more than I would beat up a
           cripple.
          She kicks his cane from under him, smashes him down.
           Of course, sometimes exceptions
           have to be made.

                         
          The Maid vaults onto the bureau and up to a high window.
           Goodnight, Mr. Wayne.
          She flips backwards through the window. Wayne smiles, then
          rocks forward on his good leg and rises with athletic grace.
          He looks at the safe, notices something. Powder...

                         

          EXT. DRIVE, WAYNE MANOR - CONTINUOUS

          Moving toward the line of town cars, the Maid pulls off her
          white apron, cuffs and collar, leaving a black dress and
          pearls. A Valet hurries to open a car door for her - she
          slips into a town car...beside the Congressman.

           15.

                         

                         

                          MAID
           Can I have a ride?
          The Congressman, a little tipsy, looks at her hungrily.

                          CONGRESSMAN
           You read my mind.

                         

          INT. EAST WING, WAYNE MANOR - LATER


                         
          Alfred enters, to find Wayne kneeling at the safe.

                          ALFRED
           Miss Tate was asking to see you
           again.

                         

                          WAYNE
           She's very persistent.

                          ALFRED
           And quite lovely, in case you were
           wondering.

                         

                          WAYNE
           I wasn't.

                          ALFRED
           What are you doing?

                         

                          WAYNE
           Examining print dust. We've been
           robbed.

                          ALFRED
           And this is your idea of raising
           the alarm?

                          WAYNE

                          (SHRUGS)
           She took the pearls. Tracking
           device and all.

                          ALFRED
           She?

                         

                          WAYNE
           One of the maids, perhaps you
           should stop letting them in this
           side of the house.

           16.

                         

                         

                          ALFRED
           Perhaps you should learn to make
           your own bed, then. Why are you
           dusting for prints?

                         

                          WAYNE
           I'm not. She was.

                         

          EXT. ROOFTOP, MAJOR CRIMES UNIT - CONTINUOUS


                         
          Gordon brings a stack of files against the air duct, settles
          to read. Next to him is a rusty, broken searchlight.

           YOUNG VOICE (O.S.)
           Sir?

                         
          A young Cop is standing there. This is Blake.

                          BLAKE
           I didn't want to bother you up
           here, but they're looking for you.

                         

                          GORDON
           What's the problem, son?

                          BLAKE
           Congressman Gilly's wife's been
           calling. He hasn't made it home
           from the Wayne Foundation event.

                          GORDON
           That's a job for the police?

                          BLAKE
           Sir, I've been a cop for a year and
           I've only logged half a dozen
           arrests. When you and Dent cleaned
           the streets you cleaned 'em good.
           Pretty soon we'll be chasing
           overdue library books.
          Gordon smiles at this. Blake looks at his stack of files.

                          BLAKE
           But here you are. Like we're still
           at war...

                          GORDON
           Old habits.

           17.

                         

                         

                          BLAKE
           Or instinct.

                          GORDON
           What's your name, son?

                         

                          BLAKE
           Blake, sir.

                          GORDON
           You have something you want to ask
           me, Officer Blake?

                          BLAKE
           It's that night. This night, eight
           years ago. The night Dent died.

                         

                          GORDON
           What about it?

                          BLAKE
           The last confirmed sighting of the
           Batman. He murders those people,
           takes out two SWAT teams, breaks
           Dent's neck...then just vanishes?

                          GORDON
           I'm not hearing a question, son.

                         
          Blake shifts uneasily. Then looks at Gordon.

                          BLAKE
           Don't you want to know who we was?
          Gordon turns to look at the broken searchlight. He brushes
          his fingers across its rusted shell.

                          GORDON
           I know exactly who he was. (Turns
           to Blake.) He was Batman.

                         
          Gordon walks past Blake, heading for the stairs.

           GORDON (O.S.)
           Let's go see about the
           Congressman's wife...

           18.

                         

          INT. EAST WING, WAYNE MANOR - MORNING

          Alfred takes his tray into the bedroom. The bed is empty.

                         

                          ALFRED
           Master Wayne?
          Alfred's voice echoes through the vast mansion. No reply.

                         

                         

          INT. STUDY, WAYNE MANOR - MOMENTS LATER

          Alfred hits three notes on the piano. The bookcase opens.

                         

                         

          INT. ELEVATOR SHAFT - CONTINUOUS

          Alfred descends into the caverns beneath Wayne Manor.

                         

          INT. BATCAVE - CONTINUOUS


                         
          Alfred walks through the arches as the stone floor starts to
          lower, becoming a ramp. At the bottom, Alfred is level with
          a series of dark slate obelisks - a bridge over the water to
          where Wayne sits at a computer atop a massive slate cube.

                         

                          ALFRED
           You haven't been down here in a
           long time...

                          WAYNE
           Just trying to find out more about
           our jewel thief. I ran her prints
           from the photos she handled -
          Wayne pulls up a mug shot - a fat, male armed-robbery
          suspect.
           - but she was wearing someone
           else's fingerprints. She's good.

                          ALFRED
           She may be. But we have the trace
           on the necklace.

                         

                          WAYNE
           We do, so I cross-referenced the
           address she went back to with
           police data on high-end
           B-and-E's...

                         
          Wayne hits a key. A photograph of the Maid appears.
           Selina Kyle. The databases are full
           of close calls, tips from fences...

           19.

                         
          Newspaper headlines appear -

          THE CAT STRIKES AGAIN, POLICE SUSPECT 'CAT' BURGLAR IN JEWEL

          HEIST.

                         

                          WAYNE
           She's good, but the ground is
           shrinking beneath her feet.

                         

                          ALFRED
           We should send the police before
           she fences the pearls.

                          WAYNE
           She won't. She likes them too much.
           And they weren't what she was
           after.

                          ALFRED
           What was she after?

                         

                          WAYNE
           My fingerprints. There was printer
           toner mixed with graphite on the
           safe. Gives you a good pull, and
           it's untraceable.

                         

                          ALFRED
           Fascinating. Maybe you should
           exchange notes over coffee.

                          WAYNE
           Now you're trying to set me up with
           a jewel thief?

                          ALFRED
           At this point, sir, I would set you
           up with a chimpanzee if I thought
           it would bring you back into the
           world.

                          WAYNE
           There's nothing out there for me.

                         

                          ALFRED
           And that's the problem. You hung up
           the cape and cowl, but never moved
           on. You won't get out there and
           find a life. Find someone -

                         

                          WAYNE

                          (BITTER)
           I did find someone, Alfred.

           20.

                         

                         

                          ALFRED
           I know. And then you lost them.
           That's part of living, sir. But
           you're not living - you're waiting.
           Hoping for things to go bad again.

                         
          Wayne says nothing.
           Remember when you left Gotham?
           Before all this. Before Batman.
           Seven years you were gone. Seven
           years I waited. Hoping that you
           wouldn't come back.
          Wayne looks at Alfred. Not understanding.
           Every year I took my holiday. I'd
           go to Florence. There's a caf by
           the Arno... Any fine evening I
           would sit there and order a Fernet
           Branca...
          INSERT CUT: Alfred seated in a caf sipping his drink...
           I had a fantasy. I liked to imagine
           that one day I'd look across the
           tables, and see you. Sitting there
           with your wife. Perhaps some kids.
           You wouldn't say anything to me, or
           me to you, but we'd both
           know...that you'd made it. That you
           were happy.

                         
          INSERT CUT: Alfred spots a couple at another table and looks
          closer, hopeful. But they are strangers.
           I never wanted you to come back to
           Gotham. I knew there was nothing
           there for you but pain and tragedy,
           and I wanted more for you than
           that. I still do.
          Alfred leaves Wayne to his cave. His bats.

                         

                         

          EXT. WATER TREATMENT FACILITY - DAY

          Blake and his partner, Ross, get out of their patrol car. A
          DWP Man leads them down a long concrete trough.

                         

                          DWP MAN
           They wash up a couple times a
           month. More when in gets colder -
           homeless sheltering in the tunnels.
           We had to pull him to clear the
           basin, but other than that we
           didn't touch him...

           21.

                         

                         
          They come out by the catchment basin. Above the grille lies
          a body - a teenage boy. Blake looks down at him. Freezes.

                          ROSS
           What?

                         

                          BLAKE
           Name's Jimmy. He's at St.
           Swithin's. (Off look.) The boys
           home where I...I coach some ball.

                         

                         

          EXT. ST. SWITHIN'S HOME FOR BOYS - DAY

          Blake looks up at the shabby building.

                         

                         

          INT. ST. SWITHIN'S HOME FOR BOYS - MOMENTS LATER

          Blake is talking to Father Reilly.

                          FATHER REILLY
           Jimmy hadn't been here for months.

                         

                          BLAKE
           Why?

                          FATHER REILLY
           You know why, Blake - he aged out.
           We don't have the resources to keep
           boys on after sixteen -

                          BLAKE
           The Wayne Foundation gives money
           for that -

                         

                          FATHER REILLY
           Not for two years now.

                          BLAKE
           He has a brother here, right?

                         

                          FATHER REILLY
           Mark. I'll tell him.

                          BLAKE
           I'd like to, if that's okay.

           22.

                         

                         

          EXT. PLAYGROUND, ST. SWITHIN'S - MOMENTS LATER

          Father Reilly watches as Blake sits with Mark - ten.

                          BLAKE
           I'm sorry.

                         
          Mark nods slowly. Staring straight ahead.

                          BLAKE
           What was he doing in the tunnels?

                         

                          MARK
           Lot of guys been going down the
           tunnels when they age out. Say you
           can live down there. Say there's
           work down there.

                         

                          BLAKE
           What kind of work are you gonna
           find in the sewers?

                          MARK
           More than you can find up here, I
           guess.
          Blake considers this. Troubled.

                         

                         

          INT. DIVE BAR - NIGHT

          Selina Kyle, in a little black dress, walks in with a drunk
          in a Hawaiian shirt. She sits him on a bar stool - walks
          over to a table where a neatly dressed man, Stryver, sits.

                         

                          STRYVER
           You brought a date?

                          SELINA
           I like having someone around to
           open doors for me.

                         
          Selina glances around. Things scattered throughout the bar.
          Jumpy. Selina hands an envelope to Stryver.

                          SELINA
           Right hand. No partials.
          Stryver slides a transparency out of the envelope. Holds it
          up to the light. Four perfect fingerprint transfers.

           23.

                         

                         

                          STRYVER
           Very nice.
          He pockets the envelope.

                          SELINA
           Not so fast, handsome. You got
           something for me?

                          STRYVER
           Oh, yes.

                         
          Stryver signals a Thug who locks the door. Another Thug
          joins them at the table. Selina smiles.

                          SELINA
           I don't know what you're going to
           do with Mr. Wayne's prints...but
           I'm guessing you'll need his thumb.
          As Stryver checks the envelope again -

                          SELINA
           You don't count so good, huh?

                          STRYVER
           I count fine.
          The Second Thug puts a gun to Selina's head.

                         

                          STRYVER
           In fact, I'm counting to ten right
           now...
          Selina looks in his eyes. The Thug cocks his gun. She
          blinks.

                          SELINA
           Okay, okay -

                         
          She reaches for her purse. The Thug stops her, reaches in
          himself - pulls out a cellphone. Slides it across the table.

                          SELINA
           My friend is waiting outside. Just
           hit 'send'...

                         
          Stryver looks at the phone. Hits 'send'. Selina sizes up her
          options. A knock on the door. Second Thug hides his gun. The
          door opens - a young woman, Jen. She enters, cheerful, spots
          Selina. Pulls out an envelope, looks around.

           24.

                         

                         

                          JEN
           Place is a little dead.

                          SELINA
           (takes envelope, tense)
           It'll liven up in a minute, trust
           me.

                          JEN
           Everything okay?

                         

                          SELINA
           Great. Catch you later.
          Jen leaves. Stryver checks the envelope. Satisfied.

                          SELINA
           It would've been a lot easier to
           just give me what we agreed.

                          STRYVER
           We can't have loose ends. And even
           in that dress, no one's going to
           miss you.

                          SELINA
           No. But my friend over there...?
          Stryver looks at Selina's 'date' drooling into a bowl of
          nuts at the bar - he looks familiar...

                          SELINA
           Every cop in the city's missing
           him.

                         
          Across the bar, the TV on mute -

          MANHUNT FOR MISSING CONGRESSMAN.
          Stryver looks at Selina.

                         

                          STRYVER
           Cute. But they're not gonna be
           looking in a place like this.

                          SELINA
           I don't know... You did just use
           his cell phone.
          Stryver glances down at the cell phone as - SCREECH - the
          Thugs look out the window at cop cars and SWAT units
          descending on the bar. Stryver glances at the window and -
          SMASH - Selina CRACKS his head against the table, grabs

           25.

                         

                         
          Second Thug's gun hand, flips over the table, firing at the
          other Thugs, who drop. The SWATs batter down the door.
          Selina crouches, cowering, screaming.

                          SWAT
           It's alright, Miss. Just stay down

                          -
          The SWATs barrel past, chasing the remaining Thugs back
          through the bar and out into the back alley. Selina smiles.

                         

                         

          EXT. ALLEY BEHIND BAR - CONTINUOUS

          The Thugs turn and open up on the SWATs with automatic
          weapons.

                         

                         

          INT. DIVE BAR - CONTINUOUS

          Selina moves to the door. Spots the Congressman under the
          bar, clutching his bleeding leg.

                         

                          SELINA
           Keep some pressure on that,
           sweetheart.
          She adjusts her dress in the broken mirror behind the bar.
          Moves for the door.

                         

                          CONGRESSMAN

                          (WEAK)
           Call me?

                         

                         

          EXT. DIVE BAR - CONTINUOUS

          Selina waltzes out - right into Blake. She feigns panic.

                          SELINA
           There's a man in there - he's
           bleeding!

                          BLAKE
           It's okay, Miss. It's okay.

                         
          Blake helps Selina down onto the tailgate of a SWAT truck.
          He heads into the bar, weapon drawn. Selina slips behind the
          truck and into the night.

           26.

                         

                         

          INT. DIVE BAR - CONTINUOUS

          Blake enters, gun drawn. Spots the Congressman.

                          BLAKE

                          (INTO RADIO)
           I've got the Congressman - bullet
           to the leg, but he's okay.

                         

          EXT. ALLEY BEHIND BAR - CONTINUOUS


                         
          The SWATs return fire. The Thugs lay down cover fire, then
          race around a corner into a smaller passage.
          A cop car pulls up, blocking the mouth of the alley - Gordon
          jumps out, gun drawn.

                         
          The SWATs approach the passage, massing on both corners
          tactically. The two corner SWATs exchange hand signals,
          counting down... They round the corner, aiming low and high.
          The passage is empty.

                         
          The SWATs cover a fire escape, but Gordon spots at once -

                          GORDON
           Manhole!

                         
          He races to the manhole cover - SWATs wrench off the cover,
          Gordon grabs a flashlight from the nearest SWAT.

                          GORDON
           You three, down with me. You two,
           head down to cover the next exit -

                         

                          SWAT
           Where -?

                          GORDON
           Get the DWP down here, now!

                         
          Gordon starts climbing down the ladder...

                         

          INT. SEWERS - CONTINUOUS


                         
          Gordon moves down the tunnel, flashlight low. Three SWATs
          fall in behind...

           27.

                         

                         

          EXT. ALLEY BEHIND BAR - CONTINUOUS

          Blake comes into the alley. Cops surround the manhole.

                          COP
           Where's the DWP guy?

                         

                          BLAKE
           They went down there?

                          FOLEY
           (shaking his head)
           And Gordon took SWAT in after them.

                         

          INT. SEWERS - CONTINUOUS


                         
          Gordon hears a noise up ahead - pushes forward, rounds the
          corner. BANG! GUNFIRE. SWATs return fire, shots sparking off
          the concrete walls, then - BOOM - behind him the tunnel
          ERUPTS IN FIRE, blasting the SWATs. Gordon races forward,
          tearing through the tunnels.

                         

                         

          EXT. ALLEY BEHIND BAR - CONTINUOUS

          Blake jumps back as a fireball bursts out of the manhole.

                         

                         

          INT. SEWERS - CONTINUOUS

          Gordon races around a corner, gun drawn. A noise makes him
          turn - WHACK, he is clobbered from behind by a Thug.

                         

                         

          EXT. ALLEY BEHIND BAR - CONTINUOUS

          Blake pushes forward.

                          BLAKE
           Come on, we gotta get down there -

                         

                          COP
           That was a gas explosion, kid -

                          BLAKE
           Gas? This is a sewer!

                          FOLEY
           No one goes in there till we know
           what's down there.

           28.

                         

                         

                          BLAKE
           We know what's down there, sir. The
           Police Commissioner!

                          FOLEY
           Somebody get the hothead out of
           here. And get me a DWP guy!
          Blake backs off. Gets an idea - goes for his patrol car.

                         

                         

          INT. SEWERS - CONTINUOUS

          Thug 1 flips Gordon onto his back.

                          THUG 1
           This one's alive. (Looks closer.)
           Jesus. It's the Police
           Commissioner.

                          THUG 2
           What do we do?

                         

                          THUG 1
           Take him to Bane.
          The two Thugs drag Gordon down through the maze of tunnels.
          As they descend deeper they encounter work crews of muscular
          men wielding large drills and jackhammers, working the walls
          and ceiling of the larger tunnels. Some of the men are armed
          Mercenaries, overseeing gangs of homeless street kids. They
          stare as Gordon is dragged past. The Thugs drag Gordon
          between two waterfalls, into -

                         

                         

          INT. BANE'S LAIR, SEWERS - CONTINUOUS (NIGHT)

          They approach a figure, turned away, crouched in the
          firelight. Bare-chested, muscular, masked. Bane. A crooked
          line of scar tissue runs the length of his spine...

                         

                          BANE
           Why are you here?
          The Thugs drop Gordon at Bane's feet.

                         

                          THUG 1
           Answer him!
          Bane slowly turns to the Thugs.

           29.

                         

                         

                          BANE
           I'm asking you.

                          THUG 1
           It's the Police Commissioner.

                         

                          BANE
           And you brought him down here?

                          THUG 2
           We didn't know what to do. We -

                         

                          BANE
           You panicked. And your weakness
           costs three lives.

                          THUG 1
           No, he's alone -
          Bane flips the Thug's chin up and to the side with a crack.
          Thug 1 drops. Bane turns to Thug 2.

                          BANE
           Search him. Then I will kill you.
          The Thug, terrified, pulls out Gordon's badge, wallet,
          gun...and the folded papers of the speech he did not read.
          Bane takes these one by one with quick glances. He stops at
          the papers. Unfolds them...

                         
          As he reads, Gordon rolls off the steps, dropping into the
          rushing flow of water - gunshots ring out...

                          THUG 2
           He's dead.

                         
          Thug 2 trails off as Bane looks up from the papers...

                          BANE
           Then show me his body.

                         

                          THUG 2
           That water runs to any one of the
           outflows - we'd never find him.
          Bane turns to the Lead Mercenary.

                         

                          BANE
           Give me your GPS.
          Lead Mercenary hands him a GPS - Bane tucks it into Thug 2's
          jacket, zips it up like a mother sending her kid to school.

           30.

                         

                         

                          BANE
           Follow him.

                          THUG 2
           Follow him?

                         
          Bane shoots Thug 2, kicks him into the water. Turns to Lead
          Mercenary.

                          BANE
           Track him. Make sure both bodies
           will not be found. Then brick up
           the south tunnel.

                         

          EXT. WATER TREATMENT FACILITY - NIGHT


                         
          Blake comes out to the catchment basin. He spots something
          stuck up against the grille, thrusts his hand into the
          raging waters - Gordon is there, alive. Just. Blake pulls
          him up onto the concrete, hoists him up, hurrying...

                         

                         

          INT. FRONT HALL, WAYNE MANOR - DAY

          Alfred opens the door to reveal Blake in his dirty uniform.

                          BLAKE
           I need to see Bruce Wayne.

                         

                          ALFRED
           I'm sorry, Mr. Wayne doesn't take
           unscheduled calls. Even from police
           officers.

                         

                          BLAKE
           And if I go get a warrant, in the
           investigation of Harvey Dent's
           murder? Would that still count as
           unscheduled?

                         

                         

          INT. STUDY, WAYNE MANOR - MOMENTS LATER

          Blake is sitting, drumming his leg, nervous. Wayne enters.

                         

                          WAYNE
           What can I do for you, officer?

                          BLAKE
           Commissioner Gordon's been shot.

           31.

                         

                         

                          WAYNE
           I'm sorry to hear that -

                          BLAKE
           He chased a gunman down into the
           sewers. When I pulled him out he
           was babbling about an underground
           army. A masked man called 'Bane'.

                          WAYNE
           Shouldn't you be telling this to
           your superior officers?

                          BLAKE
           I did. One of them asked if he saw
           any giant alligators down there. He
           needs you. He needs the Batman.

                         

                          WAYNE
           If Commissioner Gordon thinks I'm
           the Batman he must be in a bad way

                          -

                         

                          BLAKE
           He doesn't know or care who you
           are. (Off look.) But we've met
           before. When I was a kid. At the
           orphanage. See, my mom died when I
           was small. Car accident, I don't
           really remember it. But a couple of
           years later my dad was shot over a
           gambling debt. I remember that just
           fine. (Looks at Wayne.) Not a lot
           of people who know what it feels
           like, do they? To be angry. In your
           bones. People understand, foster
           parents understand. For a while.
           Then they expect the angry kid to
           do what he knows he can never do.
           To move on. To forget.

                         
          Wayne stares at Blake.

                          BLAKE
           So they stopped understanding and
           sent the angry kid to a boys' home
           - St. Swithin's. Used to be funded
           by the Wayne Foundation. See, I
           figured it out too late. You have
           to hide the anger. Practice smiling
           in the mirror. Like putting on a
           mask. You showed up one day in a
           cool car, pretty girl on your arm.

                          (MORE)

           32.

                         

                         

                          BLAKE (CONT'D)
           We were so excited - Bruce Wayne,
           billionaire orphan. We made up
           stories about you. Legends. The
           other boys' stories were just that.
           But when I saw you I knew who you
           really were... (Beat.) I'd seen
           that look on your face. Same one I
           taught myself.
          Blake gets up to leave. Wayne is lost in thought.

                         

                          BLAKE
           I don't know why you took the fall
           for Dent's murder, but I'm still a
           believer in the Batman. Even if
           you're not.

                         

                          WAYNE
           Why did you say your boys' home
           used to be funded by the Wayne
           Foundation?

                         

                          BLAKE
           Because the money stopped. Might be
           time to get some fresh air and
           start paying attention to the
           details. Some of those details
           might need your help.

                         

          INT. HALL, WAYNE MANOR - MOMENTS LATER

          Wayne and Alfred watch Blake drive away.

                         

                          WAYNE
           You checked that name? 'Bane' -

                          ALFRED
           Ran it through some databases. He's
           a mercenary. No other known name.
           Never been seen or photographed
           without a mask. He and his men were
           behind a coup in West Africa that
           secured mining operations for our
           friend John Daggett.

                         

                          WAYNE
           Now Daggett's brought them here?

                          ALFRED
           It would seem so. I'll keep
           digging.

           33.

                         

                         
          Alfred turns to leave.

                          WAYNE
           Why did the Wayne Foundation stop
           funding boys' homes in the city?

                         

                          ALFRED
           The Foundation is funded from the
           profits of Wayne Enterprises...
           (Off look.) There have to be some.

                         

                          WAYNE
           Time to talk to Mr. Fox, I think.

                          ALFRED
           I'll get him on the phone -

                         

                          WAYNE
           No. Do we still have any cars
           around the place?

                          ALFRED

                          (LIGHTS UP)
           One or two.

                          WAYNE
           And I need an appointment at the
           hospital. About my leg.

                         

                          ALFRED
           Which hospital, sir?

                          WAYNE
           Whichever one Jim Gordon's in.

                         
          Alfred is less excited by this part of the request.

                         

          EXT. WAYNE ENTERPRISES - DAY


                         
          Moving towards the tall skyscraper downtown.

           MIRANDA (V.O.)
           Mr. Fox, I believe in what Mr.
           Wayne was trying to do...

                         

                         

          INT. BOARDROOM, WAYNE ENTERPRISES - CONTINUOUS

          Miranda is talking to Lucius Fox at the table.

           34.

                         

                         

                          MIRANDA
           I'm only asking for explanations
           because I think I can help.

                          FOX
           I'll pass along your request. Next
           time I see him.
          Miranda catches something in this.

                          MIRANDA
           He doesn't talk to you either?

                          FOX
           Let's just say that Bruce Wayne has
           his...eccentricities.

                         

                          MIRANDA

                          (RISING)
           Mr. Fox, are you aware that John
           Daggett is trying to acquire shares
           in Wayne Enterprises?

                         

                          FOX
           I was not. But it wouldn't do him
           any good - Mr. Wayne still retains
           a clear majority.
          Miranda leaves. Fox moves into his office - stops.

                         

                          FOX
           Bruce Wayne. As I live and breathe.
          Wayne rises, pushing hard on his cane.

                         

                          FOX
           What brings you out of cryo-sleep
           Mr. Wayne?

                          WAYNE
           I see you haven't lost your sense
           of humor...even if you have lost
           most of my money.

                          FOX
           Actually, you did that yourself.
           See, if you funnel the entire R and
           D budget for five years into a
           fusion project that you then
           mothball, your company is unlikely
           to thrive.

           35.

                         

                          WAYNE
           Even with -

                         

                          FOX
           A wildly sophisticated CEO, yes.
           Wayne Enterprises is running out of
           time. And Daggett is moving in.

                          WAYNE
           What're my options?

                          FOX
           If you're not willing to turn your
           machine on -

                         

                          WAYNE
           I can't, Lucius.

                          FOX
           Then sit tight. Your majority keeps
           Daggett at arm's length while we
           figure out a future for the energy
           program with Miranda Tate - she's
           supported your project all the way.
           She's smart, and quite lovely.

                          WAYNE
           You too, Lucius?

                          FOX
           We all just want what's best for
           you, Bruce. Show her the machine.

                         

                          WAYNE
           I'll think it over.

                          FOX
           Anything else?

                         

                          WAYNE
           No, why?

                          FOX
           These conversations always used to
           end with some...unusual requests.

                          WAYNE
           I retired.

                          FOX
           Let me show you some stuff, anyway.
          Fox hits a button - the bookcase opens into a hidden
          elevator.

           36.

                         

                         

          INT. APPLIED SCIENCES - MOMENTS LATER

          Fox leads Wayne into the vast, gadget-filled space. They
          pass Tumblers with different weapons configurations...

                          WAYNE
           I figured you'd have shut this
           place down.

                          FOX
           It was always shut down,
           officially.

                          WAYNE
           But all this new stuff?

                          FOX
           After your father died, Wayne
           Enterprises set up fourteen
           different defense subsidiaries.
           I've spent years shuttering them
           and consolidating all the
           prototypes under one roof. My roof.

                         

                          WAYNE
           Why?

                          FOX
           Stop them falling into the wrong
           hands. Besides, I thought someone
           might get some use out of them...
          Wayne shakes his head.

                          FOX
           Sure I can't tempt you to
           something? Pneumatic crampons?
           Infrared lenses? Least let me get
           you something for that leg.

                         

                          WAYNE
           It's fine the use it gets these
           days.

                          FOX
           Well, then I have just the thing
           for an eccentric billionaire who
           doesn't like to walk...
          Fox opens a door - we glimpse a sleek vehicle. Wayne's eyes
          light up.

           37.

                         

                          WAYNE
           Now you're just showing off.

                         

                          FOX
           Defense Department project for
           tight-geometry urban pacification.
           Rotors configured for maneuvering
           between buildings without
           recirculation.

                         

                          WAYNE
           What's it called?

                          FOX
           It has a long and uninteresting
           Wayne Enterprises designation. So I
           took to calling it the Bat. And
           yes, Mr. Wayne, it does come in
           black.
          Wayne touches its sleek side. Marveling.

                         

                          FOX
           Works great except for the
           autopilot.

                          WAYNE
           What's wrong with that?

                          FOX
           Software-based instability. Take a
           better mind than mine to fix it.

                         

                          WAYNE
           Better mind?

                          FOX
           I was trying to be modest. A less
           busy mind. Yours, perhaps.
          Wayne looks wistfully at the machine. Turns away.

                          WAYNE
           I told you. I retired, Lucius.

                         

                         

          INT. EXAMINATION ROOM, GOTHAM GENERAL HOSPITAL - NIGHT

          Wayne listens, distracted, while a Doctor examines an X-ray.

                         

                          DOCTOR
           I've seen worse cartilage in knees

                          -

           38.

                         

                         

                          WAYNE
           That's good -

                          DOCTOR
           No, that's because there is no
           cartilage in your knee. And not
           much of any use in your elbows and
           shoulders. Between that and the
           scar tissue on your kidneys,
           residual concussive damage to your
           brain tissue and general
           scarred-over quality of your
           body... (Takes a deep breath.) I
           cannot recommend that you go
           heli-skiing. About the only part of
           your body that looks healthy is
           your liver, so if you're bored I
           recommend you take up drinking, Mr.
           Wayne.
          Wayne smiles. The Doctor leaves. Wayne pulls on a ski mask,
          steps to the window, hops up, pulls a wire from his cane,
          which he clips to his belt. He props his cane behind the
          frame - jumps out. The wire unspools from the cane as -

                         

          EXT. TENTH FLOOR, GOTHAM GENERAL HOSPITAL - CONTINUOUS

          Wayne drops three floors...

                         

                         

          INT. PRIVATE ROOM, GOTHAM GENERAL - CONTINUOUS

          Gordon lies in his bed, hooked up to machines. Wayne, in ski
          mask, stands over him. Gordon's eyes flutter open. He tries
          to speak with a weak, hoarse voice...

                          GORDON
           We were in this together. Then you
           were gone...

                         

                          WAYNE
           The Batman wasn't needed anymore.
           We won.

                          GORDON
           Built on a lie. Our lie. Now
           there's evil rising from where we
           tried to bury it. Nobody will
           listen... The Batman has to come
           back.

           39.

                         

                         

                          WAYNE
           What if he doesn't exist anymore?

                          GORDON
           He must. He must.

                         

                         

          INT./EXT. LAMBORGHINI ON GOTHAM STREETS - NIGHT

          Wayne pulls up in front of a row of shabby subdivided town
          houses. Checks a tracking device. Jon, provocatively
          dressed, leads a Yuppie Banker-type in through a front door.

                         

          INT. SELINA'S APARTMENT - CONTINUOUS

          Selina sits in a small room getting ready to go out. She
          picks up the pearls - hears a disturbance in the hall.

           JEN (O.S.)
           I told you - money first -

           YUPPIE (O.S.)
           Goddammit, you took my wallet!

                         

          INT. STAIRWELL OUTSIDE SELINA'S APARTMENT - CONTINUOUS

          The Yuppie has Jen against the wall - he reaches back to hit
          her with an expensive wristwatch-clad arm. But Selina has
          grabbed his wrist with a powerful grip.

                          SELINA
           Get out.

                         

                          YUPPIE
           She took my wallet!
          Selina twists his arm behind him in a blinding move.

                          SELINA
           Now.
          She releases the Yuppie, who moves off down the stairs.
          Selina turns to Jen. Who is examining a wallet.

                          SELINA
           I told you not to try it with the
           assholes, Jen.

                          JEN
           They're all assholes.

           40.

                         

                         

                          SELINA
           Okay, the assholes who hit.

                          JEN
           I don't know what he's so upset
           about, he only had sixty bucks in
           here.

                          SELINA
           Probably the watch.

                         

                          YOUNG WOMAN
           Watch?
          Selina opens her hand and gives Jen the Yuppie's Rolex.

                         

                         

          EXT. SELINA'S BUILDING, OLD TOWN, GOTHAM - LATER

          Selina exits and hails a cab. Wayne watches her go. Then
          pulls out. Checking his tracker.

                         

                         

          EXT. MUSEUM, GOTHAM - LATER

          Town cars dispense Gotham society in tasteful masquerade.
          Wayne pulls up to the Valet. Paparazzi line the entrance.
          Wayne uses his cane to get out of his Lamborghini...

                         

                          PAPARAZZI
           Another stiff too old to climb out
           of his sports car.

                          PAPARAZZI 2
           No, that's Bruce Wayne! Hey, Wayne,
           where you been hiding?
          Lenses swing onto Wayne, who pushes a button on his key fob
          - a pulse. The cameras die. Wayne heads to the door.

                         

                          WAYNE
           I'm not sure if my assistant put me
           on the guest list -

                          GREETER
           Right through here, Mr. Wayne...

           41.

                         

                         

          INT. MUSEUM - CONTINUOUS

          A lavish ball - the expressively attired dance under falling
          confetti... Even Bruce Wayne is struck by the ostentation.
          He spots Selina dancing with a deeply smitten Rich Twit. She
          wears a small, velvet pair of cat ears. And the pearls.

                         

           MIRANDA (O.S)
           Bruce Wayne at a charity ball?
          Wayne turns to find Miranda Tate, amazed, a small mask her
          only concession to fancy dress.

                          WAYNE
           Miss Tate, isn't it?

                          MIRANDA
           Even before you became a recluse,
           you never came to these things...

                          WAYNE
           True. Proceeds go to the big fat
           spread, not the cause. It's not
           about charity, it's about feeding
           the ego of whichever society hag
           laid it on.

                          MIRANDA
           Actually, this is my party, Mr.
           Wayne.

                          WAYNE
           Oh.

                          MIRANDA
           And the proceeds will go where they
           should, because I paid for the big
           fat spread myself.

                          WAYNE
           That's very generous of you.

                          MIRANDA
           You have to invest to restore
           balance to the world. Take our
           clean-energy project...

                         

                          WAYNE
           Sometimes the investment doesn't
           pay off. Sorry.

           42.

                         

                         

                          MIRANDA
           You have a practiced apathy, Mr.
           Wayne. But a man who doesn't care
           about the world doesn't spend half
           his fortune on a plan to save it...
           (Gentle.) And isn't so wounded when
           it fails that he goes into
           hiding...
          Wayne looks at Miranda. Intrigued.

                         

                          MIRANDA
           Have a good evening, Mr. Wayne.
          Wayne watches Miranda glide away. Then turns to Selina.

                          WAYNE
           Mind if I cut in?
          Rich Twit turns, annoyed - Wayne hands him his cane. Takes
          Selina by the waist. She glares at him.

                          WAYNE
           You don't seem very happy to see
           me.

                          SELINA
           You were supposed to be a shut-in.

                         

                          WAYNE
           Felt like some fresh air.

                          SELINA
           Why didn't you call the police?

                         

                          WAYNE
           I have a powerful friend who deals
           with this kind of thing. (Admires
           her cat ears.) Brazen costume for a
           cat burglar.

                         

                          SELINA
           Yeah? Who are you pretending to be?

                          WAYNE
           Bruce Wayne, eccentric billionaire.
           Who's your date?

                          SELINA
           His wife's in Ibiza. She left her
           diamonds behind, though. Worried
           they'd get stolen.

           43.

                         

                          WAYNE
          It's pronounced 'Ibeetha'. You
          wouldn't want these folks realizing
          you're a crook not a social
          climber.

                         

                          SELINA
           (flash of anger)
          You think I care what anyone in
          this room thinks about me?

                         

                          WAYNE
          I doubt you care what anyone in
          this room thinks about you.

                          SELINA
          Don't condescend, Mr. Wayne. You
          don't know a thing about me.

                          WAYNE
          Well, Selina Kyle, I know you came
          here from your walk-up in Old Town
          - modest place for a master jewel
          thief. Which means either you're
          saving for your retirement - or
          you're in deep with the wrong
          people.

                         

                          SELINA
          You don't get to judge me because
          you were born in the master bedroom
          of Wayne Manor.

                          WAYNE
          Actually, I was born in the Regency
          Room.

                          SELINA
          I started off doing what I had to.
          Once you've done what you had to
          they'll never let you do what you
          want to.

                          WAYNE
          Start fresh.

                         

                          SELINA
          There's no fresh start in today's
          world. Any twelve-year-old with a
          cell phone could find out what you
          did. Everything we do is collated
          and quantified. Everything sticks.
          We are the sum of our mistakes.

           44.

                         

                         

                          WAYNE
           Or our achievements.

                          SELINA
           The mistakes stick better. Trust
           me.

                         

                          WAYNE
           You think that justifies stealing?

                          SELINA
           I take what I need to from those
           who have more than enough. I don't
           stand on the shoulders of people
           with less.

                          WAYNE
           Robin Hood?

                          SELINA
           I'd do more to help someone than
           most of the people in this room.
           Than you.

                         

                          WAYNE
           Maybe you're assuming too much.

                          SELINA
           Or maybe you're being unrealistic
           about what's really in your pants
           other than your wallet.

                          WAYNE
           Ouch.

                         

                          SELINA
           You think all this can last?
          Wayne glances around at the sumptuous party.

                         

                          SELINA
           There's a storm coming, Mr. Wayne.
           You and your friends better batten
           down the hatches, because when it
           hits you're all gonna wonder how
           you ever thought you could live so
           large and leave so little to the
           rest of us.

                          WAYNE
           Sounds like you're looking forward
           to it.

           45.

                         

                         

                          SELINA
           I'm adaptable.

                          WAYNE
           These pearls do look better on you
           then they did in my safe...

                         
          Wayne rolls her into his shoulder - reaches up to the back
          of her neck, unclasps the necklace.
           But I still can't let you keep
           them.

                         
          The pearls slide off her neck into his other hand. Selina
          looks at him. Angry. Then kisses him, hard, and disappears
          into the crowd. Wayne's cane reappears.

                          RICH TWIT

                          (ANNOYED)
           You scared her off.

                          WAYNE
           Not likely.

                         

                         

          EXT. MUSEUM - MOMENTS LATER

          Wayne approaches the Valet. Pats down his pockets.

                          WAYNE
           I must have lost my ticket -

                          VALET
           Your wife said you were taking a
           cab home, sir.

                         

                          WAYNE
           My wife?

                         

          INT./EXT. LAMBORGHINI RACING DOWN STREETS - CONTINUOUS


                         
          Selina permits herself a little smile as she guns the
          engine.

                         

          INT. ROLLS ROYCE - LATER


                         
          Alfred watches in the mirror as Wayne climbs into the back.

                          ALFRED
           Just you, sir?

                         
          Wayne gives him a withering glare.

                          (MORE)

           46.

                         

                          ALFRED (CONT'D)
           Don't worry, Master Wayne. Takes a
           little time to get back into the
           swing of things.
          Wayne dials his phone.

           FOX (O.S.)
           This is Fox.

                         

                          WAYNE
           Remember those 'unusual requests' I
           used to make?

           FOX (O.S.)
           I knew it!
          Up front, Alfred listens. Concerned.

                         

          INT. BATCAVE - DAY


                         
          Wayne pushes a button on a hi-tech carbon fiber brace
          strapped to his good knee - the brace tones. As Wayne starts
          moving his knee, bending, stretching, Alfred puts down a
          Thermos.

                         

                          ALFRED
           You've got the wrong leg, sir.

                          WAYNE
           You start with the good limb so it
           learns your optimum muscle
           patterns.
          Wayne swaps the brace to his bad knee. Puts his weight on it
          - the knee bends, kicks. He sits again. Cautious.
           Now we tighten it up.

                         
          Wayne gingerly pushes a button - the brace starts to shrink
          tight to his leg, digging in. Wayne grits his teeth.

                          ALFRED
           It is terribly painful?

                         

                          WAYNE

                          (GRITTED TEETH)
           You're welcome to try it, Alfred.

                          ALFRED
           Happy watching, thank you, sir.
          Wayne shouts as the brace clicks home. He gets to his feet.

           47.

                         

                         

                          WAYNE
           Not bad -
          Wayne executes a perfect roundhouse, knocking out a brick.
           Not bad at all.

                         
          Alfred picks up the brick. Considers it. Uneasy. He follows
          Wayne across the bridge to the cube.

                          ALFRED
           Master Wayne, if you're considering
           going back out there you need to
           hear some rumors surrounding Bane.

                          WAYNE
           I'm all ears.

                         

                          ALFRED
           There is a prison. In a more
           ancient part of the world. A pit.
           Where men are thrown to suffer and
           die. But sometimes, a man rises
           from the darkness. Sometimes...the
           pit sends something back.

                          WAYNE
           Bane.

                          ALFRED
           Born and raised in a hell on earth.

                          WAYNE
           Born in a prison?

                          ALFRED
           No one knows why. Or how he
           escaped. But they know who trained
           him one he did...R's al Ghl. Your

                          A U
           mentor.

                         
          Wayne takes this in. Shocked.

                          ALFRED
           He plucked Bane from a dark corner
           of the earth and trained him in the
           blackest disciplines of combat,
           deception and endurance. Just like
           you.

                          WAYNE
           Bane was a member of the League of
           Shadows.

           48.

                         

                         

                          ALFRED
           Until he was excommunicated. And a
           man considered too extreme for R's

                          A
           al Ghl is not to be trifled with.

                          U

                         

                          WAYNE
           I didn't realize I was known for
           trifling with criminals.

                          ALFRED
           That was then. And you can strap up
           your leg and put the mask back on.
           But it won't make you what you
           were.

                          WAYNE
           Which was?

                         

                          ALFRED
           Someone whose anger at death made
           him value all life. Even his own.

                          WAYNE
           If this man is all the things you
           say he is, then this city needs me.
          The Batsuit emerges from the cube.

                          ALFRED
           Yes, this city needs Bruce Wayne.
           Your resources, your
           knowledge...not your body. Not your
           life. That time has passed.

                         

                          WAYNE
           I tried helping as Bruce Wayne,
           Alfred. And I failed.

                          ALFRED
           You can fail as Bruce Wayne. As
           Batman, you can't afford to.

                          WAYNE
           That's what you're afraid of - that
           if I go back out there I'll fail.

                         

                          ALFRED
           No. I'm afraid that you want to.
          Wayne looks at Alfred. Then turns to examine the Batsuit.

           49.

                         

                         

          INT. STOCK EXCHANGE - EVENING

          A frenzy of trading on the packed floor...
          Two Traders sit on a shoeshine stand in the lobby.

                         

                          TRADER 2
           You can't short the stock because
           Bruce Wayne goes to a party -

                          TRADER 1
           Wayne coming back is change. Change
           is either good or bad.

                          TRADER 2
           On what basis?

                         

                          TRADER 1
           I flipped a coin.
          Near the front entrance: a Food Delivery Guy is standing
          there negotiating with a Trader.

                         

                          TRADER 3
           No. Rye. I told 'em rye.
          Trader 3 spots bad news on a screen.
           Alright, I'll take it.

                         
          He thrusts Food Guy a tip and grabs the bag, distracted...
          At the rear secure entrance: a Motorcycle Courier enters,
          wearing his helmet - a Female Security Guard gets in his
          face.

                         

           FEMALE SECURITY GUARD
           Rookie! Lose the helmet! (Points at
           a camera.) We need faces for
           cameras.

                         
          In the rest room: a Janitor mops the floor, shifting out of
          the way of two Traders who rush in to pee.
          At the shoeshine stand, Trader 1 waves a bill down at the
          man shining his shoes without a glance. Shoeshine Man takes
          the bill, then, as the Traders step off, he reaches into a
          gym bag and checks an automatic weapon. He clicks the slide
          home, then hoists the gym bag and heads for the trading
          floor.
          At the secure entrance: the Courier pulls off his helmet.
          The Female Security Guard's eyes go wide.

           50.

                         
          In the rest room: the Janitor reaches into his bucket and
          pulls out a machine pistol in a Ziploc bag.

                         
          Near the front entrance: Food Guy pulls an automatic pistol
          - clubs Trader 3 with it, pastrami flying. Shoeshine Man
          moves onto the floor, pulls out his weapon.
          Under the Courier's helmet - a mask. Bane. He grabs the
          Female Security Guard and throws her into her colleagues,
          lashing out in four directions with rapidfire lethality.
          Shoeshine Man fires into the large trading screens. The
          floor erupts into a different frenzy - traders hit the deck,
          screaming. Bane moves onto the floor...

                         

                          TRADER 1
           This is a stock exchange, there's
           no money you can steal -
          He dries up as Bane stops. Turns to him...

                         

                          BANE
           Why else would you people be here?
          Bane grabs Trader 1 by the throat and drags him across the
          floor to an online automated trades terminal... He puts the
          man's thumb onto the print reader - the screen lights up.

                         

                          BANE
           Enter your password. Or I send
           these men to your home.

                         
          Trader 1, terrified, types in his password. Outside, sirens.
          Shoeshine man pulls out a USB drive with an antenna - plugs
          it into the computer - figures race across the screen...

                         

          EXT. STOCK EXCHANGE - CONTINUOUS


                         
          Police vehicles screech into the narrow street -
          construction vehicles are blocking. Blake argues with a
          burly Construction Worker.

                          BLAKE
           Move it, now! We've got a
           situation.

                          CONSTRUCTION WORKER
           Where can I move it?!

                         

                          BLAKE
           That way!
          Blake points - but SWAT vehicles pile in, blocking.

           51.

                         

                         

                          BLAKE
           Get in your vehicle and stay there!
          Foley and the SWAT Commander, Allen, approach the entrance.
          The Market Security Chief walks up, frantic.

                         

                          SECURITY CHIEF
           You've gotta get in there!

                          FOLEY
           This is a hostage situation -

                         

                          SECURITY CHIEF
           It's a robbery! They've got direct
           access to the online trading desk.

                          FOLEY
           I'm not risking my men for your

                          MONEY -

                          SECURITY CHIEF
           It's not our money, it's
           everyone's!

                         

                          ALLEN
           Really? Mine's in my mattress.

                          SECURITY CHIEF
           If you don't shut these guys down,
           the stuffing in that mattress might
           be worth a whole lot less, pal.

                          FOLEY
           Cut the fiber line - shut down the
           cell tower. That'll slow them down.

                         

                         

          INT. STOCK EXCHANGE - CONTINUOUS

          Shoeshine Man looks up from the laptop.

                         

                          SHOESHINE MAN
           They cut the fiber. Cell's working.

                          BANE
           For now. How much longer does the
           program need?

                          SHOESHINE MAN
           Eight minutes.

           52.

                         

                         

                          BANE
           Time to go mobile.
          Shoeshine Man picks up the laptop, slips it into his pack...

                         

                         

          EXT. STOCK EXCHANGE - CONTINUOUS

          Allen shouts at his men.

                          ALLEN
           Get the barriers up - no more in
           and out on this street!
          Steel wedge-shaped barriers rise up at the mouth of the
          street. A Sniper watches the doors through a thermal scope.
          Six large heat signatures bloom, too big for people...

                         

                          SNIPER
           I've got something -
          The door explodes. SWATs duck, six sportbikes race out and
          leap the ramp-like barricades, sending SWATs scattering.
          Cops scramble to pull their vehicles out to give chase.

                         

          EXT. GOTHAM STREET - CONTINUOUS

          The bikes weave through traffic, Traders strapped to the
          back, facing backwards - screaming, ties flying in the wind.
          A cruiser falls in behind.

                          ROOKIE COP
           Shoot the tires!

                         
          A Veteran Cop sights a shot, but the Traders are in the way.

                          VETERAN COP
           No shot!

                         

                         

          EXT. STOCK EXCHANGE - CONTINUOUS

          Foley is barking into his radio.

                          FOLEY
           Back off, back off! They've got
           hostages!

           53.

                         

                         

          INT./EXT. CRUISER ON GOTHAM STREETS - CONTINUOUS

          The cruiser follows the bike into a large tunnel. A Rookie
          Cop looks up into his rear-view.

                          ROOKIE COP
           What's going on with the lights?
          The Veteran Cop looks back - streetlights and headlights are
          dying one after another. The darkness is chasing them - the
          darkness hits them. Their lights, sirens, and engine die...

                         
          And, out of the silence, a dark shape roars past -

                          VETERAN COP
           It can't be...

                         

                          ROOKIE COP
           The hell was that?!

                          VETERAN COP
           Oh boy. You're in for a show
           tonight, son.

                         

                         

          EXT. HIGHWAY - CONTINUOUS

          Food Guy drives the rear bike. He looks back - sees
          streetlights explode behind him - darkness catching him up.

                         
          The engine chokes and dies. The Trader jumps off, shouting
          for the cops. Food Guy turns, pulling his gun. SMASH! - Food
          Guy is thrown backwards off his bike by a dark wing as
          BATMAN races by on the Bat-Pod.

                         

                         

          EXT. STOCK EXCHANGE - CONTINUOUS

          Foley rushes to Blake's cruiser.

                          FOLEY
           Let's roll, they've spotted the
           Batman!

                         

          EXT. HIGHWAY INTERSECTION - CONTINUOUS


                         
          The remaining bikes split up as they reach a high overpass.

           54.

                         

                         

          EXT. HIGH OVERPASS - CONTINUOUS

          Batman pulls up, overlooking the intersection - pulls a
          rifle-shaped device. A tone builds - he aims it at the bike
          and fires.

                         

                         

          EXT. HIGHWAY OFF-RAMP - CONTINUOUS

          Janitor's bike sparks and dies. Sirens as Cops move in,
          Another bike splutters and dies - the Hostage breaks for
          cover.

                         

          EXT. HIGH OVERPASS - CONTINUOUS

          Batman sees the last two bikes disappear beneath an
          overpass. He holsters his EMP rifle and guns the Bat-Pod.

                         

          INT. BLAKE'S CRUISER - CONTINUOUS

          Foley, in the back, is using the cruiser as a mobile command
          station.

                          FOLEY

                          (INTO RADIO)
           Call everyone in - every car
           patrol, beat cop, off-duty, too!
           Pull 'em in, close every street!
           Now!
          Foley looks out at Gotham rushing by.

                          FOLEY
           I'm gonna do what Gordon never
           could.

                          BLAKE
           What's that?

                         

                          FOLEY
           I'm gonna take down the Batman.

                          BLAKE
           Sir, what about the armed robbers?

                         
          Foley ignores him.

           55.

                         

                         

          EXT. GOTHAM - CONTINUOUS

          All around the city, cops mobilize - cars, vans, choppers...

                         

          EXT. HIGHWAY - CONTINUOUS


                         
          Bane pulls up at speed alongside Shoeshine Man. Shoeshine
          Man glances inside his pack - signals '2'. Bane turns, sees
          darkness approaching, reaches back and grabs his Hostage,
          lifting him onto the back of Shoeshine Man's bike. Bane
          peels off - Batman stays on Shoeshine Man.

                         

          INT. CHOPPER - CONTINUOUS

          A Spotter watches Bane peel off, hits the radio.

                         

                          SPOTTER

                          (INTO RADIO)
           One bike's pulled off, no hostage -

                         

                         

          INT. BLAKE'S CRUISER - CONTINUOUS

          Foley listens to the radio, hungry -

                          SPOTTER

                          (OVER RADIO)
           Should we pursue?

                          FOLEY
           Negative! Stay on the Batman!

                          BLAKE
           But he's getting away!

                          FOLEY

                          (ANNOYED)
           Who do you want to catch? Some
           robber, or the son-of-a-bitch who
           killed Harvey Dent?

                         

          INT. DAGGETT'S PENTHOUSE - CONTINUOUS

          Coverage of the pursuit blares from all the TVs, as Daggett
          and Stryver watch. Tense.

                          TV ANNOUNCER
           People aren't saying much -
           frankly, they're too busy - but all
           signs suggest that what we're

                          (MORE)

           56.

                         

                         
           TV ANNOUNCER (cont'd)
           seeing is, in fact, the return of
           the Batman...

                         

                         

          INT. INNER OFFICE, DAGGETT'S PENTHOUSE - CONTINUOUS

          Moving in on a shadow, crouched in front of Daggett's safe,
          working the dial... The shadow slides up a pair of goggles
          onto the top of its head creating the silhouette of cat
          ears. It is Catwoman. She turns to the TV, watching the
          pursuit.

                          CATWOMAN
           Well, what do you know?
          Catwoman opens the safe. Nothing inside. She frowns.

                         

                         

          EXT. GOTHAM STREETS - CONTINUOUS

          Bane slips between two cruisers who tear after the Batman.
          He jumps up onto a concrete barrier, then down to the mouth
          of an outflow pipe. He glances at the entire Gotham Police
          Department descending on one man. Disappears into the pipe.

                         

          EXT. GOTHAM STREETS - CONTINUOUS


                         
          Shoeshine Man glances into his pack - the program beeps,
          finished. He looks back to see the Bat-Pod racing at him,
          ducks as it comes alongside...riderless. Shoeshine Man looks
          up, confused. WHUMP! His hostage is ripped off the bike by a
          low-flying dark shape.

                         
          Shoeshine Man lays down the bike in a shower of sparks,
          rolls off dazed. Batman grabs him.

                          BATMAN

           WHAT WERE YOU STEALING?!

                         
          Shoeshine Man stares. Unafraid. Batman rips the computer
          from his pack. The screen reads:

                         APPLICATION COMPLETE

                         
          Blinding light and noise as police choppers descend - sirens
          everywhere. Batman grabs the USB drive from the laptop. He
          jumps on the Bat-Pod - pauses, taking in the sight of
          thousands of police, cars, choppers, dogs, closing in.

           57.

                         

                         

                          POLICE VOICE

                          (OVER LOUDSPEAKER)

           STEP AWAY FROM THE BIKE!
          Batman looks at the line of stopped traffic. An empty car
          transporter is below the on-ramp... Batman fires the cannons
          at the transporter, the near ramp crashes down, and Batman
          roars towards it - mounts it and jumps onto the on-ramp...

                         

          INT. DAGGETT'S PENTHOUSE - CONTINUOUS


                         
          Daggett angrily grabs some ice cubes for his drink.

                          DAGGETT
           After eight years he has to pick
           tonight...

                         

                          STRYVER
           He's drawing the cops off Bane...
          Daggett watches, intrigued.

                         

                         

          INT. BLAKE'S CRUISER - CONTINUOUS

          Foley shouts down the phone.

                          FOLEY
           How did you let him go?!

                          COP

                          (OVER RADIO)
           He's got a lot of firepower -

                         

                          FOLEY
           And you don't?! We're not letting
           one nut with a bad attitude and
           some fancy gadgets run this town
           down, you hear me?!

                         

                          COP

                          (OVER RADIO)
           He's heading back downtown...

                          FOLEY

                          (EXCITED)
           Then he's as dumb as he dresses -
           close it down, gentlemen!

           58.

                         

                         

          EXT. GOTHAM STREETS - CONTINUOUS

          Thousands of police jockey to pursue the Batman as he races
          back into the downtown area.

                         

                         

          EXT. DOWNTOWN STREET - CONTINUOUS

          The Bat-Pod tears along, pursued by a phalanx of cruisers,
          choppers overhead. More cops appear at the far end of the
          boulevard.

                         
          The Bat-Pod executes a ninety-degree turn, flipping over as
          it goes, then guns into the darkness of a large blind alley.
          Cruisers and choppers block the mouth of the alley. Blake
          arrives last, his cruiser sealing the bottleneck. Foley
          swaggers out.

                          FOLEY
           Like a rat in a trap, gentlemen...
          Foley reaches for a loudhailer. VARRROOOOM!! A noise from
          the alley that none of the cops have heard before...

                          VETERAN COP
           You might have the wrong animal
           there, sir -

                         
          Spotlights smash on and a massive dark cyclone roars out of
          the alley, spinning the choppers sideways, dual rotor
          downdraft forcing all the cops to the ground.
          The Bat, now black, thunders up and over the entire Gotham
          PD. Blake slides up to Foley. Dry.

                         

                          BLAKE
           Are you sure that was him?
          Foley looks at Blake. Thrusts the loudhailer at him.

                         

                         

          INT. HOSPITAL ROOM - CONTINUOUS

          Gordon, still hooked up to machines, watches TV. He smiles.

                         

                          ANNOUNCER

                          (ON TV)
           Police are keeping quiet about the
           prospect of a return by the Batman,
           but eyewitness accounts seem the
           clearly suggests the type of...

           59.

                         

                         

          INT. DAGGETT'S PENTHOUSE - NIGHT

          Daggett watches the TV coverage, concerned. Stryver enters.

                          STRYVER
           Bane says the Batman interfered,
           but the task was accomplished.

                          DAGGETT
           What about the men they arrested?

                         

                          STRYVER
           He says, and I quote, they would
           die before talking.

                          DAGGETT

                          (GRINS)
           Where does he find these guys?
          Daggett gets to his feet, relieved, moves to his inner
          office.
           Open the champagne...

                         

                         

          INT. INNER OFFICE, DAGGETT'S PENTHOUSE - CONTINUOUS

          Daggett comes through the door, calling back.

                          DAGGETT
           And can we get some girls in here?

           CATWOMAN (O.S.)
           Careful what you wish for.
          Catwoman grabs him, throws him across the room. His back
          slams against the wall - he draws a gun, but - WHACK! -
          Catwoman pins his wrist to the wall at shoulder height using
          the high heel of her boot. He whimpers as she leans in.

                          CATWOMAN
           Cat got your tongue?
          She plucks the gun from his trembling hand.

                          DAGGETT
           You dumb bitch.

                         

                          CATWOMAN
           Nobody ever accused me of being
           dumb.

           60.

                         

                         

                          DAGGETT
           Dumb to show up here tonight.

                          CATWOMAN
           I want what you owe me -

                         
          Click - Stryver has a gun to her head.

                          DAGGETT
           'I want' never gets...

                         
          Stryver looks appreciatively at Catwoman as she lowers her
          leg...

                          STRYVER
           Nice outfit...those heels make it
           tough to walk?

                         
          Catwoman digs her stiletto into his calf, hard. He screams.

                          CATWOMAN
           I don't know, do they?

                         
          Catwoman spins, disarms Stryver, grabs Daggett.

                          CATWOMAN
           So where is it?

                          DAGGETT
           Where's what?

                          CATWOMAN
           The program. The 'Clean Slate'.

                          DAGGETT
           Oh, yeah - the ultimate tool for a
           master thief with a record. I don't
           have it.
          The Bodyguard bursts in, gun drawn. Catwoman, holding
          Daggett, spins, kicking the window with the point of her
          heel. The glass shatters. She pulls Daggett through the
          window. He screams - they drop...

                         

          EXT. WINDOW-CLEANING PLATFORM - CONTINUOUS


                         
          ...ten feet onto the window-cleaning platform. Catwoman uses
          her bladed heel to cut a rope - the platform plunges down
          the side of the building.

           61.

                         

                         

          EXT. FLAT ROOF - MOMENTS LATER

          Catwoman dumps Daggett onto the roof, towering over him.

                          CATWOMAN
           Where is it?

                         

                          DAGGETT
           The 'Clean Slate'? Type in a name
           and date of birth and within a
           couple hours that person ceases to
           exist in any database? Little too
           good to be true.

                          CATWOMAN
           You're lying. Rykin Data took it to
           prototype stage -

                         

                          DAGGETT
           That's why I bought them. But they
           had nothing. It was a gangland
           myth.

                         
          Catwoman leans back from Daggett, taking this in... Shapes
          drop onto the rooftop. Emerge from fire exits. They're not
          Daggett's bodyguards, these are Bane's men... Catwoman holds
          Daggett by the throat, threatening him.

                          CATWOMAN
           Stay back!
          They continue to approach. One of them screws a silencer
          onto his gun.

                          CATWOMAN
           I'm not bluffing!

           VOICE (O.S.)
           They know...

                         
          All eyes search for the source of the voice. Catwoman spots
          it - a dark shape, crouched on the roof above: Batman.

                          BATMAN
           They just don't care.

                         
          As the Mercenary with the silencer looks up, Catwoman leaps
          forward, grabs his gun. Batman drops into the middle of the
          fray, fighting back Mercenaries at Catwoman's back - she
          fires at one, clipping him, he drops. She spins aiming at
          another's head - Batman yanks her arm down, forcing her to
          miss the Mercenary. Batman takes him out with a kick.

           62.

                         

                         

                          CATWOMAN
           You've got to be kidding.

                          BATMAN
           No guns. No killing.

                         

                          CATWOMAN
           Where's the fun in that?
          As more mercenaries come out onto the roof, Batman runs for
          the far edge.

                         

                          BATMAN
           Come on!
          Catwoman follows, confused, as Batman leaps off the roof.
          She gets to the edge, pauses to look down into the alley -
          sees the black angular roof of the Bat, cockpit open.
          Shots impact around her - she leaps, landing hard, but
          gracefully on the back of the vehicle, slides into the
          cockpit. As the engines thunder into life, and the canopy
          hisses shut, taking bullets from above.

                         

                          CATWOMAN
           My mother warned me about getting
           into cars with strange men -

                          BATMAN
           This isn't a car.
          Catwoman flinches as the Bat thunders into the sky,
          downdraft forcing the Mercenaries down onto the roof, all
          but one, who walks slowly across the roof, strong against
          the wind...Bane. He watches the Bat roar off into the night.

                         

                         

          EXT. ROOFTOP, SKYSCRAPER, GOTHAM - MOMENTS LATER

          The Bat lands - the canopy opens. Catwoman jumps out.

                         

                          CATWOMAN
           See you around -
          Batman steps down after her.

                         

                          BATMAN
           You're welcome.

                          CATWOMAN
           I had it under control.

           63.

                         

                          BATMAN
           Those weren't street thugs - they
           were trained killers. I saved your
           life. In return I need to know what
           you did with Bruce Wayne's
           fingerprints.
          Catwoman looks at him. Considering.

                          CATWOMAN
           Wayne wasn't kidding about a
           'powerful friend'. I sold his
           prints to Daggett. For something
           that doesn't even exist.

                          BATMAN
           I doubt many people get the better
           of you.

                          CATWOMAN
           Hey, when a girl's desperate...

                         

                          BATMAN
           What were they going to do with
           them?

                          CATWOMAN
           I don't know. But Daggett seemed
           pretty interested in that mess at
           the stock market.
          Batman considers this. A police chopper sweeps past,
          searching. Batman turns to it. Then turns back.

                         

                          BATMAN
           Miss Kyle -?
          But she is gone.
           So that's what that feels like.

                         

                         

          INT. BATCAVE - NIGHT

          Alfred is studying security camera footage of Bane killing
          at the stock exchange. A roar builds - the waterfall glows
          brighter until...SMASH! The Bat breaches, downdraft spraying
          water. Two cubes rise - the Bat lands, Batman jumps out.
          Alfred brushes water off his suit.

                          ALFRED
           Very inconspicuous. Shall I tell
           the neighbors you got yourself a
           new leaf-blower?

           64.

                         

                         

                          WAYNE
           We bought all the neighbors.
          Alfred takes the cowl from him, then the cape, as they walk.

                          ALFRED
           From the look of the television
           coverage, you seem to have your
           taste for wanton destruction back.

                          WAYNE
           (pulls out USB drive)
           I retrieved this.

                          ALFRED
           Shouldn't the police be gathering
           the evidence?

                         

                          WAYNE
           They don't have the tools to
           analyze it.

                          ALFRED
           They would if you gave them to them

                          -

                          WAYNE
           One man's tool is another man's
           weapon.

                         

                          ALFRED
           In your mind, perhaps. But there
           aren't many things you couldn't
           turn into a weapon.

                         

                          WAYNE
           Alfred. Enough. The police weren't
           getting it done -

                          ALFRED
           Perhaps they would've if you
           haven't made a sideshow of
           yourself.

                          WAYNE
           Perhaps you're upset you were
           wrong.

                          ALFRED
           Wrong?

           65.

                         

                         

                          WAYNE
           You thought I didn't have it in me.
          Alfred looks at him. Puts down the cape and cowl.

                          ALFRED
           You don't. You lead a bloated
           police force on a merry chase with
           some fancy new toys from Fox. What
           about when you come up against him.
           What then?

                         
          Alfred points to the monitor - Wayne sees Bane killing...

                          WAYNE
           I'll fight harder, I always have.

                         

                          ALFRED
           When you had something to fight
           for. What are you fighting for now?
           Not your life.
          Wayne moves to switch off the monitor. Alfred grabs his
          hand.

                          ALFRED
           Take a good look. At his speed, his
           ferocity, His training. I see the
           power of belief. Of the fanatic. I
           see the League of Shadows
           resurgent.

                          WAYNE
           You said he was excommunicated.

                         

                          ALFRED
           By R's al Ghl. Who leads them

                          A U
           now?

                          WAYNE
           R's al Ghl was the League of

                          A U
           Shadows. And I beat him. Bane's
           just a mercenary, and we have to
           find out what he's up to.
          Wayne plugs the USB in, hits keys. Text scrolls.

                         

                          WAYNE
           Trades of some kind. Coded...
          The screen blanks, a thumb print appears.

           66.

                         

                         

                          ALFRED
           Is that -?

                          WAYNE
           Mine. Courtesy of Selina Kyle.

                         
          Wayne pulls out the USB, rises.
           Get this to Fox - he can crack the
           code and tell us what trades they
           were executing.

                         
          Alfred looks at Wayne. Takes the USB.

                         

          INT. HALL, WAYNE MANOR - CONTINUOUS (NIGHT)

          As Wayne hits the bottom of the stairs, Alfred calls.

                         

                          ALFRED
           I'll get this to Fox. But no more.
          Wayne hears his tone of voice. Turns to him.

                         

                          ALFRED
           I've sewn you up and set your
           bones...but I won't bury you. I've
           buried enough members of the Wayne
           family.

                         

                          WAYNE
           You'd abandon me?

                          ALFRED
           You see only one end to your story.
           Leaving is all I have to make you
           understand: you aren't Batman
           anymore - you have to find another
           way. You used to talk about
           finishing. About life beyond that
           awful cave -

                         

                          WAYNE
           Rachel died knowing we'd decided to
           be together. That was my life
           beyond this cave and I can't just
           move on. She didn't. She couldn't.

                         
          Alfred considers this. Looks away.

                          ALFRED
           What if he had? What if she wasn't
           intending to make a life with you?

           67.

                         

                         

                          WAYNE
           She was, I can't change that -

                          ALFRED
           What if, before she died, she'd
           written a letter? Explaining that
           she'd chosen Harvey Dent over you?
          Wayne watches, confused, as the old man prepares to say -

                          ALFRED
           And what if, to spare you
           pain...I'd burned that letter?
          Wayne stares at Alfred, shocked.

                          WAYNE
           Why would you say such a thing?

                          ALFRED
           Because I have to make you
           understand.

                         

                          WAYNE
           You're lying.

                          ALFRED
           Because you are as precious to me
           as you were to your own mother and
           father and I swore to them that I
           would protect you and I haven't.

                          WAYNE
           You're lying!

                         

                          ALFRED
           I've never lied to you. Except when
           I burned Rachel's letter.
          Wayne turns on the old man, furious.

                         

                          WAYNE
           How dare you use Rachel to stop me!

                          ALFRED
           I'm using the truth, Master Wayne.
           Maybe it's time we all stopped
           trying to outsmart the truth and
           just let it have its day. I'm
           sorry.

           68.

                         

                         

                          WAYNE
           Sorry?! You expect to destroy my
           world, then shake hands?!

                          ALFRED
           No. I know what this means -

                          WAYNE
           What does it mean, Alfred?!

                          ALFRED
           It means your hatred. It means
           losing the person I've cared for
           ever since I heard his first cries
           echo through this house. But it
           might also mean saving your life.
           And that is more important.

                         
          Wayne looks at Alfred. Furious. Summons the worst thing to
          say and says it quietly and calmly.

                          WAYNE
           Goodbye, Alfred.

                         

                          ALFRED

                          (QUIET)
           Goodbye, Bruce.
          Wayne mounts the stairs...Alfred watches him go. Turns.

                         

                         

          INT. MASTER BEDROOM, WAYNE MANOR - MORNING

          Wayne is woken by the doorbell.

                         

                         

          INT. STAIRCASE, WAYNE MANOR - MOMENTS LATER

          As Wayne moves through the empty house, tying his dressing
          gown, he can't resist one tentative.

                         

                          WAYNE
           Alfred?
          But Alfred is gone.

                         

                         

          INT. FRONT HALL, WAYNE MANOR - CONTINUOUS

          Wayne opens the front door the find Fox. Fox is surprised.

           69.

                         

                         

                          FOX
           Answering your own door?

                          WAYNE
           Yes. Could you decode the trades on
           that drive?

                         
          Fox hands Wayne a newspaper - the main headline:

          BATMAN BACK TO FOIL OR MASTERMIND STOCK RAID...

                         

                          FOX
           I didn't need to. Page three.
          Wayne turns the page:

          WAYNE DOUBLES DOWN - AND LOSES...

                         

                          FOX
           It seems you made a series of large
           put options on the futures
           exchange. Verified by thumb print.
           The options expired at midnight
           last night.
          Wayne looks up from the newspaper, reeling.

                          FOX
           Long term we may be able to prove
           fraud, but for now...you're
           completely broke. And Wayne
           Enterprises is about to fall into
           the hands of John Daggett.

                          WAYNE
           The weapons - we can't let Daggett
           get his hands on Applied Sciences -

                          FOX
           Applied Sciences is shut up tight,
           and off the books. The energy
           project is a different story.

                          WAYNE
           Miranda Tate. We need to convince
           the board to get behind her. Let's
           show her the reactor -

                          FOX
           We're meeting her there in
           thirty-five minutes. You better get
           dressed.

           70.

                         

          EXT. WAYNE ENTERPRISES RECYCLING PLANT - DAY

          A scrapyard on the Gotham river. Across the water, the
          towers of Gotham. Lucius leads Miranda from her car.

                          MIRANDA
           You brought me out here to show me
           a rubbish dump, Mr. Fox?

                         

                          FOX
           Bear with me, Miss Tate.
          They arrive at a Portakabin and enter.

                         

                         

          INT. PORTAKABIN - CONTINUOUS

          Miranda looks around the derelict office. Fox smiles at her.

                          FOX
           Keep your hands and feet inside the
           car at all times.
          He hits a button and the floor descends, Miranda is shocked
          as the office becomes an elevator into -

                         

                         

          INT. ELEVATOR, FUSION REACTOR - CONTINUOUS

          They descend diagonally into a massive concrete tunnel...

                          MIRANDA
           This is it, isn't it?

                         

                          FOX
           The reactor is beneath the river so
           that it could be instantly flooded
           in an event of a security breach.

                         

                          MIRANDA
           Is Bruce Wayne really that
           paranoid?

                          FOX
           I'm gonna plead the fifth on that
           one.
          Miranda marvels as they step off the elevator. She spots a
          figure deep within: Bruce Wayne.

                         

                          WAYNE
           I thought you might like to see
           what your investment built.

           71.

                         

                          MIRANDA
           No radiation, no fossil fuels.
           Free, clean energy for an entire
           city.

                          WAYNE
           If it worked. It doesn't.
          Wayne leads Miranda to the core. Two perpendicular rings of
          electromagnets suspend a bowling-ball-sized mass of metal.
          Wayne hits buttons - the ball glows, then dies to cold.

                          WAYNE
           Ignition, yes. But no chain
           reaction.

                         

                          MIRANDA
           You've built a lot of security
           around a damp squib.
          Nothing.
           About three years ago a Russian
           scientist published a paper on
           weaponized fusion reactions. One
           week later your reactor started
           developing problems... (Looks at
           Wayne.) I think this machine works.

                         

                          WAYNE
           Miranda, if it were operational,
           the danger to Gotham would be too
           great.

                         

                          MIRANDA
           Would it make you feel better to
           know that the Russian scientist
           died in a plane crash six months
           ago?

                         

                          WAYNE
           Someone else will work out what Dr.
           Pavel did. Someone else will figure
           out how to turn this power source
           into a nuclear weapon. I need you
           to take control of Wayne
           Enterprises and this reactor.

                          MIRANDA
           And to do what with it?

                         

                          WAYNE
           Nothing. Until we can find a way to
           guarantee its safety.

           72.

                         

                          MIRANDA
           And if we can't?

                         

                          WAYNE
           Decommission it. Flood it.

                          MIRANDA
           Destroy the world's best chance for
           a sustainable future?

                         

                          WAYNE
           If the world's not ready. Yes.

                          MIRANDA
           Bruce, if you want to save the
           world you have to start trusting
           it.

                          WAYNE
           I'm trusting you.

                         

                          MIRANDA
           Doesn't count. You have no choice.

                          WAYNE
           I could've flooded this chamber any
           time in the last three years. I'm
           choosing to trust you, Miranda, and
           that's not the easiest thing for
           me. Please.
          His eyes are genuine. Pleading. Miranda nods.

                         

                          FOX
           We have a board meeting to get to.

                         

          INT. BOARDROOM, WAYNE ENTERPRISES - DAY


                         
          The Board Members, including Daggett and Miranda, take their
          seats. Fox at one end of the table, Wayne at the other.

                          DAGGETT
           I'd like to point out that we have
           a non-board member here. Highly
           irregular, even if it is his family
           name above the door...
          All eyes go to Wayne. An older member of the board pipes up.

                         

                          FREDERICKS
           Bruce Wayne's family built this

                          COMPANY -

           73.

                         

                         

                          BOARD MEMBER 2
           And he himself has run it -

                          DAGGETT
           Into the ground, sir. Anybody
           disagree? Check the value of your
           shares this morning. Gambling on
           crazy futures didn't just lose Mr.
           Wayne his seat, it's lost us all a
           lot of money. He needs to leave.

                         

                          FOX
           I'm afraid he has a point, Mr.
           Wayne.

                          WAYNE
           I understand. Ladies and gentlemen.

                         
          Wayne glances at Miranda who nods at him. Wayne leaves.

                          DAGGETT
           Let's get down to business.

                         

                          FOX
           Right away.

                         

          INT. LOBBY, WAYNE ENTERPRISES - CONTINUOUS


                         
          Wayne exits the building. There is an angry mob of
          Shareholders and a pack of hungry Reporters.

                          REPORTER
           Wayne, how's it feel to be one of
           the people?!

                         

                          COMPANY VALET
           I'm sorry, sir, they had paperwork

                          -

                         
          Wayne looks over to see his Lamborghini being towed.

           BLAKE (O.S.)
           Looks like you need a lift.
          Wayne turns to see Blake standing by his patrol car. Nods.

           74.

                         

                         

          INT. DAGGETT'S PENTHOUSE - DAY

          Daggett bursts in, furious. Stryver tries to placate him.

                          DAGGETT
           How the hell did Miranda Tate get
           the inside track on the Wayne
           board?! Was she meeting with Wayne?
           Was she sleeping with Wayne?

                          STRYVER
           Not that we know of -

                          DAGGETT
           Clearly you don't 'know of'
           anything, do you?! Where's Bane?!

                         

                          STRYVER
           We told him it was urgent -

                          DAGGETT
           Then where is the masked -

                         

           BANE (O.S.)
           Speak of the devil...
          Daggett turns. Bane is already there.

                          BANE
           ...and he shall appear.

                          DAGGETT
           What the hell's going on?

                          BANE
           The plan is proceeding as expected.

                          DAGGETT
           You see me running Wayne
           Enterprises?! (Moves towards Bane.)
           Your stock exchange hit didn't
           work, friend. And now you've got my
           construction crews working all
           hours around the city? How's that
           supposed to help my company absorb
           Wayne's?

                         

                          BANE

                          (TO STRYVER)
           Leave us.

           75.

                         

                         

                          DAGGETT
           You stay right there! I'm in
           charge!
          Bane places a gentle hand on Daggett's shoulder.

                         

                          BANE
           Do you feel in charge?
          Daggett is taken aback. Stryver leaves.

                         

                          DAGGETT
           I've paid you a small fortune -

                          BANE
           And that gives you power over me?

                         
          Daggett considers the heavy hand on his shoulder. Nervous.

                          DAGGETT
           What is this?

                          BANE
           Your money and infrastructure have
           been important. Till now.

                          DAGGETT
           What are you?

                         

                          BANE
           Gotham's reckoning. Come to end the
           borrowed time you've all been
           living on...

                         
          Bane gently takes the terrified Daggett's head in his
          hands...

                          DAGGETT
           You are true evil...

                         

                          BANE
           I am necessary evil.
          Stryver, on the steps outside the living room, flinches.

                         

                         

                         SCENE OMITTED

           76.

                         

                         

          INT./EXT. CRUISER ON GOTHAM STREETS - MOMENTS LATER

          Wayne stares out the window. Blake glances across.

                          BLAKE
           When you began...why the mask?

                         

                          WAYNE
           To protect the people closest to
           me.

                         

                          BLAKE
           You're a loner with no family.

                          WAYNE
           There are always people you care
           about. You just don't realize how
           much until they're gone. (Collects
           himself.) The idea was to be a
           symbol. Batman could be anybody,
           that was the point.

                          BLAKE
           It was damn good to see him back.

                          WAYNE
           Not everybody agrees.

                          BLAKE
           They'll figure it out in the end.

                          WAYNE
           Got anything on Bane's whereabouts?

                          BLAKE
           Yeah, I've got five hundred pages
           of tunnel records and a flashlight.
           I could use some help.

                          WAYNE

                          (THINKS)
           You know what? Drop me in Old
           Town...

                         

          EXT. SELINA'S BUILDING, OLD TOWN, GOTHAM - DAY


                         
          Blake drops Wayne off.

                          WAYNE
           Don't wait. I'll get a cab.

           77.

                         

                          BLAKE
           You got money?

                         

                          WAYNE
           (smiles, sheepish)
           Actually, no.
          Blake hands him some bills, watches him cross the street.
          The radio squawks. Blake reacts - drives off.

                         

                         

          INT. SELINA'S APARTMENT - MOMENTS LATER

          Selina is packing a bag. She hears voices in the stairwell.

                         

           JEN (O.S.)
           I told you, money first.

           WAYNE (O.S.)
           I don't think so.

                         

                         

          INT. STAIRWELL OUTSIDE SELINA'S APARTMENT - CONTINUOUS

          Selina finds Wayne standing there with Jen.

                          SELINA
           He's not a mark.
          Jen looks at Selina. At Wayne.

                          SELINA
           And he doesn't have a cent to his
           name, anyway.

                         

          INT. SELINA'S APARTMENT - MOMENTS LATER

          Wayne looks at the cramped space. Selina shifts,
          embarrassed.

                          SELINA
           Yeah, it's not much. (Smiles.) But
           it's more that you've got right
           now.

                          WAYNE
           Actually, they're letting me keep
           the house.

                         

                          SELINA

                          (SHAKES HEAD)
           The rich don't even go broke same
           as the rest of us, huh?

           78.

                         

                         

                          WAYNE
           (spots her bag)
           Vacation?

                          SELINA
           Let's just say that I've incurred
           the wrath of some people less
           susceptible to my charms than you.

                          WAYNE
           My powerful friend hopes to change
           your mind about leaving.

                          SELINA
           And how would he do that?

                          WAYNE
           By giving you what you want.

                          SELINA
           It doesn't exist.

                          WAYNE
           He says it does. He wants to meet.
           Tonight.

                          SELINA
           Why?

                         

                          WAYNE
           He needs to find Bane. He thinks
           you'd know how.

                          SELINA
           Tell him I'll think about it.
          Wayne nods, starts to leave.

                          SELINA
           Mr. Wayne? I'm sorry they took all
           your money.

                          WAYNE
           No, you're not.

                         

                         

          INT. HOSPITAL CORRIDOR - DAY

          Blake moves through the hospital corridor, looking for -

           79.

                         

          INT. HOSPITAL ROOM - CONTINUOUS

          Blake enters. Gordon is sitting up in bed, talking to Foley.

                          FOLEY
           Can we help you, officer?

                          BLAKE
           John Daggett's body was found in a
           dumpster an hour ago. I thought you
           might like to know.

                         

                          GORDON
           Why?

                          BLAKE
           Because Daggett's name is all over
           the permits I pulled to map the
           tunnels under Gotham.
          Blake hands Gordon a stack of files. Foley glares at Blake.

                         

                          BLAKE
           MTA maintenance, sewer
           construction...

                          GORDON

                          (TO FOLEY)
           Where did you get to with the
           tunnel searches?

                          FOLEY

                          (TO BLAKE)
           Remind me to tell the detail to
           keep hotheads out. (To Gordon.)
           We've had teams down there, but
           it's a huge network -

                          GORDON
           Get more men, work a grid. I want
           him found.

                          FOLEY
           Yeah, yeah - the masked man. We're
           on it.

                         
          Gordon eyes the files hungrily - glances up at Blake.

                          GORDON
           This is good work. Lose the uniform
           - you're working for me now. We
           could use some hotter heads around
           here.

           80.

                         

                         

                          BLAKE
           This could just be a coincidence.

                          GORDON
           You're a detective now, son, you're
           not allowed to believe in
           coincidence anymore.
          Blake tries to conceal his excitement from Foley.

                         

                         

          EXT. WAYNE MANOR - EVENING (END OF DAY)

          Wayne, covering his head with a newspaper, hurries up the
          driveway in the rain. Steps into the alcove. Hits the bell.

           MIRANDA (O.S)
           Nobody's answering.
          Wayne turns to find Miranda there.

                          WAYNE
           No. I'm on my own now.

                         

                          MIRANDA
           Do you have keys?
          Wayne looks a little helpless all of a sudden.

                         

                          WAYNE
           Never needed them...
          She takes his hand.

                          MIRANDA
           Let's find a window.

                         

          INT. GREAT ROOM, WAYNE MANOR - CONTINUOUS (END OF DAY)

          They force the French windows - enter, brushing off the
          rain.

                          MIRANDA
           Fox worked the board like you've
           never seen - I'm in, Daggett's out
           and he's not happy.
          Wayne sets down the newspaper:

          FROM BILLIONAIRE TO BUM

           81.

                         

                         

                          WAYNE
           Hope you don't like me for your
           money.
          Miranda kicks off her shoes. Glances at the paper.

                         

                          MIRANDA
           Suffering builds character.
          Then at a photo of Wayne's parents.

                         

                          MIRANDA
           I'll take care of your parents'
           legacy, Bruce.
          Miranda picks up a photo of Rachel.

                         

                          MIRANDA
           Who's this?
          Wayne looks at her. Can't find words...

                          MIRANDA
           Where's Alfred?

                          WAYNE
           He left. Taking everything.
          Miranda puts the photo down. Kisses him. Passionately. Then
          again. He kisses back. Suddenly the lights go out.

                          MIRANDA
           What's that?

                         

                          WAYNE

                          (SHEEPISH)
           I think my power's been shut off.

                         

          INT. SAME - LATER (NIGHT)


                         
          Wayne watches as Miranda tends to a roaring fire.

                          WAYNE
           You're pretty good at that.

                         

                          MIRANDA
           When I was a child we had almost
           nothing. But on the nights we had a
           fire, we felt very rich indeed.
          She returns to him, pulling a blanket around both of them.

           82.

                         

                          WAYNE
           I assumed your family was wealthy.

                          MIRANDA
           Not always. Not when I was young.

                         
          He traces a scar on her shoulder.

                          MIRANDA
           An old mistake.

                         

                          WAYNE
           I've made a few myself.
          She turns to him, tracing the scars across his chest.

                          MIRANDA
           More than a few... (Smiles.) We
           could leave. Tonight. Take my
           plane. Go anywhere we wanted.

                          WAYNE
           Someday perhaps. Not tonight.
          She pulls him close. He kisses her. They fold into each
          other, the warm heart at the center of a vast, cold room.

                         

                         

          INT. GREAT ROOM, WAYNE MANOR - NIGHT

          Miranda is sleeping, wrapped in the blanket. Wayne studies
          her for a moment, then slips out...

                         

                         

          INT. BATCAVE - MOMENTS LATER

          Wayne moves to the Batsuit. Picks up the cowl.

                         

          EXT. SKIES ABOVE GOTHAM - NIGHT


                         
          The Bat roars towards downtown. Batman kills the lights and
          main engines - the Bat quietly autorotates into the canyons.

                         

          INT. MIA TUNNEL - LATER


                         
          Catwoman on a wall, watching trains go by. She senses...

                          CATWOMAN
           Don't be shy.

                         
          ...Batman is there.

           83.

                         

                         

                          CATWOMAN
           Wayne says you can get me the
           'Clean Slate'.

                          BATMAN
           That depends.

                          CATWOMAN
           On what?

                          BATMAN
           On what you want it for. I acquired
           it to keep it out of the wrong
           hands.

                          CATWOMAN
           Still don't trust me, huh? How can
           we change that?

                          BATMAN
           Start by taking me to Bane.

                          CATWOMAN

                          (SHRUGS)
           You asked.
          Catwoman jumps down. Batman follows. Catwoman leads him down
          into a service tunnel...

                         

                         

          INT. SERVICE TUNNEL - CONTINUOUS

          Catwoman speaks over her shoulder as she walks.

                          CATWOMAN
           From here, Bane's men patrol the
           tunnels...and they are not your
           average brawlers.

                          BATMAN
           Neither am I.
          Catwoman swings into a -

                         

          INT. SEWER TUNNEL - CONTINUOUS


                         
          A Mercenary patrols. Catwoman comes up behind.

                          CATWOMAN
           He's behind you.

           84.

                         

                         

                          MERCENARY

                          (SPINS)
           Who?
          Batman hangs upside down behind him.

                         

           BATMAN (O.S.)
           Me.
          Darkness smashes onto the Mercenary. Gunfire in the tunnel.
          Catwoman races along, pursued by a Mercenary. He is yanked
          off his feet by darkness - he screams...
          Batman picks off more and more Mercenaries. Screams echo...
          Batman follows Catwoman through the dark tunnel.

                          CATWOMAN
           Just a little further.
          A grate slams down, separating them - the lights come on. He
          is deep inside.

                         

                         

          INT. BANE'S LAIR, SEWERS - CONTINUOUS

          Mercenaries look down on him from above. Catwoman turns.

                          CATWOMAN
           I had to find a way to stop them
           trying to kill me.

                          BATMAN
           You've made a serious mistake.

           BANE (O.S.)
           Not as serious as yours, I fear.
          Batman turns. Bane emerges from behind the waterfalls.

                          BATMAN
           Bane.

                          BANE
           Let's not stand on ceremony here,
           Mr. Wayne.

                         
          Catwoman hears the name. Less sure of what she's done.
          Batman moves at Bane - strikes powerful blows - Bane catches
          his fist.

                          BANE
           Peace has cost you strength.
           Victory has defeated you.

           85.

                         

                         
          Bane SMASHES Batman back - kicks him off the catwalk -
          Batman drops, uses his cape to land. Bane climbs down on a
          chain - his men watch in disciplined silence - Batman hurls
          flashbangs at Bane, who doesn't flinch.

                         

                          BANE
           Theatricality and deception are
           powerful agents...to the
           uninitiated.
          Batman lashes out at Bane - Bane counters - they separate.

                         

                          BANE
           But we are initiated, aren't we,
           Bruce? The League of Shadows. And
           you betrayed us...

                         

                          BATMAN
           Us? You were excommunicated. From a
           gang of psychopaths.

                          BANE
           Now I am the League of Shadows,
           here to fulfill R's al Ghl's

                          A U
           destiny...
          Batman hurls himself at Bane, throwing him into the
          waterfall, where he smashes his fists and gauntlets into
          Bane's mask again and again, water cascading over them.

                         
          Bane is not moving. Just taking the blows. Batman pauses.
          Bane's arms SHOOT OUT, SMASHING Batman aside - Bane RISES...

                          BANE
           You fight like a younger man.
           Nothing held back. No reserves.
           Admirable. But mistaken.
          Batman hits a switch on his belt - the lights go out - Bane
          turns slowly addressing all the shadows at once.

                         

                          BANE
           You think darkness is your ally.
           But you merely adopted the dark. I
           was born in it. Formed by it...

                         
          In the shadows, Batman circles, looking to strike...

                          BANE
           I didn't see the light until I was
           already a man. And by then it was
           nothing to me but blinding...

           86.

                         

                         
          Bane lunges backwards into the darkness - Batman's throat in
          his grasp.

                          BANE
           The shadows betray you, because
           they belong to me...

                         
          Bane SMASHES him into the ground, POUNDING, pounding,
          pounding the hard cowl with his bare fists until it CRACKS.
          Bane RISES from Batman, gestures to the ceiling of the
          chamber - explosive charges have been drilled into holes...

                          BANE
           I will show you where I've made my
           home while preparing to bring
           justice. Then...I will break you.

                         
          A Mercenary tosses Bane a detonator - Batman watches through
          cracked cowl - Bane hits the detonator - explosions BURST
          over his head as the ceiling CRUMBLES revealing:
          Applied Sciences - Bane has dropped the bottom out of Fox's
          weapons store...a camouflage Tumbler rests in the rubble.

                          BATMAN
           No...

                          BANE
           Your precious armory. Gratefully
           accepted. We will need it.

                         

          INT. APPLIED SCIENCES - CONTINUOUS


                         
          Mercenaries race through the stacks of equipment...

                         

          INT. BANE'S LAIR, SEWERS - CONTINUOUS

          Batman climbs to his feet, swaying. Bane approaches.

                         

                          BANE
           I wondered which would break first
           - your spirit...

                         
          Batman SWINGS at him - misses - Bane GRABS him, lifts him

          HIGH.
           ...or your body.
          Bane brings Batman down onto his knee, BREAKING his back
          with a horrific CRACK.

           87.

                         

                         
          In the shadows, Catwoman looks on. Shocked. Bane crouches to
          pull the broken cowl off the broken Wayne. Mercenaries lift
          Wayne's body and carry him off... Bane stares into the
          hollow eyes of his trophy...

                         
          Catwoman slinks back into the shadows, and we -

           FADE TO BLACK.

                          FADE IN:

                         

                         

          EXT. WAYNE MANOR - DAY

          Blake's cruiser pulls up. He noses up to the windows.
          Nothing.

                         

                         

          EXT. SELINA'S BUILDING, OLD TOWN, GOTHAM - DAY

          Blake sits in his cruiser. Selina exits, wide-brimmed hat,
          bags. Blake recognizes her. She hails a cab.

                         

                          BLAKE

                          (INTO RADIO)
           Get Commissioner Gordon. Tell him
           I've got a line on the
           Congressman's kidnapping.

                         
          Blake pulls out to follow.

                         

          INT. TERMINAL, GOTHAM INTERNATIONAL AIRPORT - DAY

          Selina moves through the terminal. She clocks a Uniform Cop
          staring at her - ducks down a service hallway.

                         

          INT. SERVICE HALLWAY, AIRPORT - CONTINUOUS

          The Uniform rounds the corner to find Selina applying
          make-up.

                          UNIFORM
           Excuse me, Miss. I need to see your
           ticket and identification, please.

                         
          Selina, surprised, fumbles with her purse.

                          SELINA
           Would you mind?

           88.

                         

                         
          She hands the Uniform her hat - punches him through the
          brim, stuffs him in a closet - plants her mangled hat on his
          head.

                         

                         

          INT. JETWAY, AIRPORT - MOMENTS LATER

          Selina makes her way down the jetway - spots Security at the
          far end - turns - Blake smiles at her. Badge in hand.

                         

                         

          INT. INTERROGATION ROOM, AIRPORT - DAY

          Selina, now in cuffs, looks up as Blake walks in.

                          BLAKE
           I showed your picture to the
           Congressman and guess what?

                          SELINA
           Don't tell me, still in love?

                          BLAKE
           Head over heels. Pressing charges,
           though.
          Blake lays a police file down with a thump.
           You've made some mistakes, Ms.
           Kyle.

                         

                          SELINA
           Girl's gonna eat.

                          BLAKE
           You have an appetite. Why run? You
           can't hide from us with this
           record.

                          SELINA
           Maybe it's not you I'm running
           from.

                          BLAKE
           Who then? Bane? What do you know
           about him?

                         

                          SELINA

                          (QUIET)
           That you should be as afraid of him
           as I am.

           89.

                         

                         

                          BLAKE
           We can offer you protection...
          Selina looks at him with contempt. Blake shrugs, switches
          off the tape, moves to the door.

                         

                          BLAKE
           When I spotted you, I was looking
           for a friend...Bruce Wayne.
          Selina turns to look at Blake. His eyes plead with her.

                         

                          BLAKE
           Did they kill him?

                          SELINA
           I'm not sure.

                         
          And we -

                          CUT TO:
          BLACK SCREEN. Sounds: screaming, laughing, CRYING. Sights:
          LIGHT, bodies FALLING, a DARK SKULL... And we are -

                         

          INT. STONE CELL - DAWN

          Wayne opens his eyes. Unshaven. Filthy. Someone else is in
          the cell - Wayne cannot move to look - even the attempt is
          painful...the skull drifts into his sight. Bane. Squatting
          at Wayne's bedside, muscled shoulders curving into his mask.

                          WAYNE
           Why didn't you just kill me?

                         

                          BANE
           You don't fear death. You welcome
           it. Your punishment is to be more
           severe.

                         

                          WAYNE

                          (SCATHING)
           You're a torturer...

                          BANE
           Yes. But not of your body. Of your
           soul.
          Wayne exhales. Eyes losing focus from sheer pain.

           90.

                         

                         

                          WAYNE
           Where am I?

                          BANE
           Home.

                         
          Wayne's eyes dart about: filthy stone walls, distant
          sunlight from above, iron bars: an underground prison.
           Where I learned the truth about
           despair. As will you. (Rises.)
           There is a reason that this prison
           is the worst hell on earth...
          Bane steps to the bars - looks up at a bright opening five
          hundred feet above. Like being at the bottom of a gigantic
          well...
           Hope. Every man who has rotted here
           over the centuries has looked up to
           the light and imagined climbing to
           freedom. So simple. So easy. And,
           like shipwrecked men turning to sea
           water from uncontrollable thirst,
           many have died trying. I learned
           that there can be no true despair
           without hope. (Turns to Wayne.) So
           as I terrorize Gotham, I will feed
           its people hope to poison their
           souls. I will let them believe they
           can survive so that you can watch
           them clamber over each other to
           stay in the sun...
          Bane points to an old TV, just outside the bars.
           You will watch as I torture an
           entire city to cause you pain you
           thought you could never feel again.
           Then, when you have truly
           understood the depths of your
           failure, we will fulfill R's al

                          A
           Ghl's destiny. We will destroy

                          U
           Gotham. And when it is done...when
           Gotham is ashes...then you have my
           permission to die.
          Bane rises. Leaves. Wayne drifts back to unconsciousness.

                         

                         

          EXT. BLACKGATE PRISON - DAY

          A van pulls through the gate. Selina, inside the van, looks
          up at the formidable grey building.

           91.

                         

          INT. BLACKGATE PRISON - CONTINUOUS

          Guards lead Selina down the cells. Whistles and catcalls.

                         

                          GUARD
           We're locking her up in here?

                          WARDEN
           The Dent Act allows non-segregation
           based on extraordinary need. First
           time she broke out of women's
           correctional she was sixteen.
          Selina passes a Huge Inmate who strains through the bars...

                         

                          HUGE INMATE
           Little closer, baby...

                          SELINA
           Why, honey, you wanna hold my hand?

                         
          Without breaking step, she slips his outstretched hands
          between her handcuffed ones and cartwheels, snapping his
          arms - he screams in agony - she keeps walking...

                          WARDEN
           She'll be just fine.

                         

                         

          INT. WAYNE ENTERPRISES - DAY

          Fox comes out of the elevator with Miranda.

                         

                          FOX
           I don't see the need for a board
           meeting on the energy project -

                          MIRANDA
           Bruce got a lot of things right.
           Keeping the board in the dark
           wasn't one of them...
          Fox swings the doors to the boardroom open...

                         

                         

          INT. BOARDROOM, WAYNE ENTERPRISES - CONTINUOUS

          The board is there. Scared. At the head of the table - Bane.

                          BANE
           This meeting is called to order.
          Fox and Miranda freeze. Staring at the mask.

           92.

                         

                         

                          BANE
           Chair and President. I also need
           one ordinary member - Mr. Fox,
           would you care to nominate?

                         

                          FREDERICKS
           No. I volunteer.
          The dignified older board member gets to his feet.
          Mercernaries round the three up.

                         

                          FOX
           Where are you taking us?

                          BANE
           Where you buried your resources.
           The bowels of Gotham.

                         

                         

          INT. HOSPITAL ROOM - DAY

          Gordon, with a Nurse's help, pulls himself to a seated
          position as Blake watches.

                         

                          GORDON
           So you think our friend is gone
           again?

                          BLAKE

                          (GRAVE)
           This time...he might not be coming
           back.
          Gordon takes this in...Foley bursts in, agitated.

                         

                          FOLEY
           Okay, Commissioner, you were right.

                          GORDON
           What's happened?

                         

                          FOLEY
           Your masked man kidnapped the Wayne
           Enterprises board. He let most of
           them go, but took three down into
           the sewers.

                         

                          GORDON
           No more patrols, no more hide and
           seek. Send every available cop
           down there to smoke him out.

           93.

                         

                         

                          FOLEY
           The Mayor won't want panic -

                          BLAKE
           So it's a training exercise.

                         
          Foley looks at Gordon.

                          FOLEY
           I'm sorry for not taking you

                          SERIOUSLY -

                         

                          GORDON
           Don't apologize for believing the
           world's in better shape then it
           is...just fight to make it true.

                         
          Foley nods. Leaves. Blake gets up.

                          GORDON
           Not you. You're telling me the
           Batman's gone. So you chase up the
           Daggett leads, any way you can.

                         
          Blake nods.

                         

          INT. STONE CELL, UNDERGROUND PRISON - DAY


                         
          Wayne lies, weak, feverish. A Prisoner drips water onto his
          parched lips. An elderly Blind Prisoner squatting by the
          wall in the next cell rasps something in an ancient tongue.

                          PRISONER
           He asks if you would pay us to let
           you die. I told him you have
           nothing.

                          WAYNE
           Do it for the pleasure.

                         
          The Prisoner puts bread to Wayne's lips.

                          PRISONER
           They pay me more than that to keep
           you alive.

                         
          A chant gets Wayne's attention. He rolls his head painfully
          to watch a Tattooed Prisoner hand a thick rope to a Strong
          Man, who ties it around his chest, watched by other
          Prisoners.

           94.

                         

                         

                          PRISONER
           He will try the climb.
          Strong Man starts scaling the wall. The Prisoners' chant
          grows stronger as he climbs towards the light.

                         
          Above: Strong Man stops, perched on a ledge, a twelve-foot
          leap from the rest of the climb... The chanting peaks as
          Strong Man leaps...misses...falls. The rope catches - he
          swings into the rock face. Prisoners fall silent as Strong
          Man is lowered, broken, bloody, to the prison floor.

                         

                          WAYNE
           Has anyone made it?

                          PRISONER
           Of course not.

                         
          The Blind Prisoner barks at him.

                          WAYNE
           What does he say?

                         

                          PRISONER
           He says there is one who did. A
           child...
          INSERT CUT: a child of about ten looks up towards the light.

                         

                          PRISONER
           A child who had been born in this
           hell...

                          WAYNE
           Bane.

                         

                          PRISONER
           An old legend. Nothing more.
          The Prisoner leaves Wayne's cell - switches on the TV.

                         

                          WAYNE
           Don't.

                          PRISONER
           Whatever they want you to
           see...it's happening soon.

           95.

                         

                         

          INT. BANE'S LAIR, SEWERS - DAY

          Bane's men lead Fox, Miranda and Fredericks through the
          debris. Fox stares at Mercenaries working on his old
          inventions...

                         

                         

          EXT. LOCATIONS AROUND GOTHAM - EVENING

          SWATs and Cops mass around entrances to sewers, tunnels...

                         

                         

          INT. MASSIVE TUNNEL - CONTINUOUS

          Bane leads Fox and the others to where Mercenaries plant
          charges on a hewn wall. Dr. Pavel is here. Waiting. Bane
          nods at his men. The wall blows.

                         

                         

          EXT. LOCATIONS AROUND GOTHAM - CONTINUOUS

          A SWAT team about to enter a sewer pipe hear a low echoing
          boom. They look at each other, then head in. Thousands of
          Police head into manholes, tunnel entrances, checking
          weapons, using flashlights...

                         

          INT. MASSIVE TUNNEL - CONTINUOUS


                         
          Bane leads the way over rubble into the REACTOR. Dr. Pavel
          follows. Bane approaches the machine. Turns to Fox.

                          BANE
           Turn it on.

                         
          Fox shakes his head. Bane holds his gun to Fredericks' head.

                          BANE
           I only need one other board member.
           There are eight more waiting
           upstairs.

                         

                          FOX
           I won't do it.
          Fredericks trembles. Bane cocks the weapon.

                         

                          MIRANDA
           Alright, stop.
          She walks up to the scanner. Places her hand on it. It
          beeps. She turns to Fox. Quietly pleading.

           96.

                         

                          MIRANDA
           Lucius, you'll kill this man and
           yourself, and barely slow them
           down.
          Fox reluctantly puts his hand on the scanner. Then
          Fredericks. The core glows brighter and brighter. Dr. Pavel
          is transfixed.

                         

                          BANE
           Do your work.
          Bane turns to his men. Gestures at the hostages.
           Take them to the surface. People of
           their status deserve to see the
           next era of western civilization.
          Fox, Miranda and Fredericks are led back into the rubble.

                         

          EXT. GOTHAM STADIUM - DAY


                         
          The Mayor, flanked by Security, talks to a crowd of
          Reporters.

                          REPORTER
           We're seeing literally thousands of
           police heading into the sewers -

                          MAYOR
           A training exercise, that's all. If
           you'll excuse me, I've got tickets
           to watch our boys thrash Rapid
           City.
          The Mayor heads into the stadium with the crowds...

                         

                         

          INT. SEWERS - CONTINUOUS

          Hundreds of SWATs wade, flashlights swinging, heading
          towards the center... Teams are converging from different
          entry points...

                         

                         

          INT./EXT. CRUISER ON GOTHAM STREETS - CONTINUOUS

          Blake is on the phone.

                          BLAKE
           I've been to half Daggett's cement
           plants, logged locations they've
           poured for underground
           construction...

           97.

                         

                         

           GORDON (O.S.)
           Anything strange about the
           pourings?
          Blake glances at a large map - dots mark pouring locations.

                         

                          BLAKE
           Honestly, Commissioner, I don't
           know anything about civil
           engineering.

                         

                          GORDON
           But you know about patterns. Keep
           looking.
          Blake pulls up in front of a cement plant.

                         

                         

          INT. REACTOR PLANT - CONTINUOUS

          Dr. Pavel finishes his work. Turns to Bane. Grave.

           DR. PAVEL
           It's done. This is now a
           four-megaton nuclear bomb.

                          BANE
           (to his men)
           Pull the core out of the reactor.

                         

           DR. PAVEL

                          (HORRIFIED)
           You can't. This is the only power
           source capable of sustaning it - if
           you move it, the core will decay in
           a matter of months.

                          BANE
           Five, by my calculations.

                         

           DR. PAVEL
           And then it will go off.

                          BANE
           For the sake of your family, Dr.
           Pavel, I hope so.

                         
          Dr. Pavel stares as Mercenaries start to disconnect the
          core...

           98.

                         

          EXT. CEMENT PLANT - CONTINUOUS

          Blake is led through a fence by a Worker.

                         

                          WORKER
           Boss is about to leave.
          Blake walks past cement mixers. Spots someone. A Driver.

                         

                          BLAKE
           Hey.
          The Driver turns.

                          BLAKE
           That was you outside the stock
           exchange, right?

                          DRIVER
           When?

                         

                          BLAKE
           When? When half the city's cops
           were trying to pull onto Castle
           Street and your truck shut them
           out.

                         

                          DRIVER
           Oh yeah. You're that cop -

                          BLAKE
           Detective, now.

                         
          Behind Blake the Worker puts his hand is his pocket...

                          BLAKE
           And as a detective...I'm not
           allowed to believe in coincidences

                          ANYMORE -
          Blake spins, drawing his weapon. The Worker lunges with a
          knife, Blake smashes his hand to one side and shoots him.
          The Driver grabs him from behind. Blake wrestles, but the
          Driver is strong, trained. Blake can't aim his gun, he fires
          behind, into a steel mixer - the bullets ricochet, one
          catches the Driver in the back and he goes down... Blake,
          gasping, kneels beside the Driver.

                          BLAKE
           What were you doing?! What?!

                         
          The man dies. Blake looks down at his gun. Disgusted. Tosses
          is down. Pulls out his phone. Dials.

           99.

                         

                         

                          BLAKE
           Commissioner, I'm at the Fourteenth
           Street plant with two dead
           witnesses and a lot of questions.
           Call me -

                         
          Blake freezes, stooped to pick up his gun. Looking at some
          empty barrels...
           Commissioner, they've got
           Polyisobutylene here... (Looks
           around.) And motor oil. They
           weren't making cement, they were
           making explosives -

                         

          INT./EXT. CRUISER OUTSIDE CEMENT PLANT - MOMENTS LATER


                         
          Blake grabs his carts - scanning the pattern of the dots -
          realizes.

                          BLAKE
           Oh, God.

                         
          Blake fires up the cruiser and pulls out, hard.

                         

          INT./EXT. CRUISER ON GOTHAM STREETS - CONTINUOUS

          Blake is driving furiously, shouting into the radio -

                         

                          BLAKE
           Patch me into Foley!

                          DISPATCH

                          (OVER RADIO)
           Foley's overseeing the operation -

                          BLAKE
           They're heading into a trap!

                         

                         

          EXT. MTA TUNNEL - MOMENTS LATER (DAY)

          Foley, concerned, takes the radio from a colleague.

                          FOLEY
           Foley.

                          BLAKE
           It's a trap! Pull everyone out!
           Bane's been pouring concrete laced
           with explosives -

           100.

                         

                         

                          FOLEY
           Where?

                          BLAKE
           There's a ring around the tunnels -
           they're gonna blow it and trap the
           cops underground!
          Foley looks up with dread at the mouth of the tunnel.

                          FOLEY
           Pull out! Pull 'em out!

                         

          INT. BOILER ROOM - CONTINUOUS

          Mercenaries rise from a hole in the floor - Bane emerges...

                         

                         

          INT. GOTHAM STADIUM - CONTINUOUS

          The Mayor, in a corporate box, mouths the National Anthem...

                         

                         

          INT. LOCKER ROOM TUNNEL - CONTINUOUS

          The Mercenaries pull out detonators. Bane listens to the
          kickoff like a hunting dog sensing the wind...decides.

                         

                          BANE
           Let the games begin.
          The Mercenaries hit the detonators.

                         

                         

          INT. SEWERS - CONTINUOUS

          SWATs react - the tunnel roof behind collapses... Chunks of
          concrete structure drop - thousands of police throughout
          different tunnels are trapped...

                         

                         

          EXT. GOTHAM STADIUM - CONTINUOUS

          The crowd goes wild as a Receiver catches - starts a run -
          the Mayor looks on, suddenly confused.

                         
          As the Receiver sprints for the end zone, the field behind
          him DROPS away in smoking ruins, swallowing Players...
          The crowd is not cheering but SCREAMING... The Mayor's box

          EXPLODES...

           101.

                         

                         
          The Receiver, nearing the touchdown, glances back - sees
          Armageddon - the entire field is now a smoking mass of
          rubble, but for one strip of turf...Mercenaries pour out of
          the tunnel, creating a gauntlet...

                         

                         

          INT./EXT. CRUISER ON GOTHAM STREETS - CONTINUOUS

          Blake's cruiser swerves to avoid eruptions of asphalt. An
          eruption TOSSES Blake's cruiser onto its roof.

                         

                         

          EXT. GOTHAM RIVER - CONTINUOUS

          All bridges, except the Gotham Bridge, suffer controlled
          demolitions.

                         

                         

          INT. LOCKER ROOM TUNNEL - CONTINUOUS

          Bane steps into the smoking stadium, a gladiator walking
          into the arena...TV cameras swing onto him. Passing a dead
          umpire, he takes the men's headset - surveys the screaming
          crowd, lifts an arm for silence, raises the mike to his
          mask.

                          BANE
           Gotham, take control of your
           city...

                         

                         

          INT./EXT. OVERTURNED CRUISER ON GOTHAM STREET - CONTINUOUS

          Blake squeezes out of his cruiser, reaches in for the radio.

                         

                          BLAKE
           Foley?

                          FOLEY

                          (OVER RADIO)
           Jesus, Blake! Every cop in the
           city's down in those tunnels!

                          BLAKE

                          (REALIZES)
           Not every cop...

                         
          Blake pulls the shotgun from his cruiser - flags down a car.

           102.

                         

                         

          INT. HOSPITAL ROOM - CONTINUOUS

          Gordon's heart-rate monitor alarms. Gordon wakes, groggy...

                         

          INT. HOSPITAL LOBBY - CONTINUOUS


                         
          Patients and Doctors crowd the entrance. mercenaries with
          automatic weapons force their way in - hit the stairwell.

                         

                         

          INT./EXT. CAR GOTHAM STREETS - CONTINUOUS

          Blake drives, swerving around dazed and terrified people.
          Flames and smoke billow from the sewers.

                         

                         

          EXT. GOTHAM HOSPITAL - CONTINUOUS

          Blake races up to the hospital entrance.

                         

          INT. CORRIDOR, GOTHAM HOSPITAL - CONTINUOUS


                         
          Two Mercenaries move room to room, searching.

                         

          INT. HOSPITAL ROOM - CONTINUOUS


                         
          Gordon pulls himself out of his bed, wheeling his IV.

                         

          INT. CORRIDOR, HOSPITAL - CONTINUOUS

          Blake jumps into the corridor, gun raised. Shots echo down
          the hall - Blake sprints.

                         

          INT. HOSPITAL ROOM - CONTINUOUS

          Blake leaps into the room, gun high - freezes as warm metal
          touches the base of his skull.

           GORDON (O.S.)
           Clear the corners, rookie.
          Blake turns. Gordon holds his service weapon. The
          Mercenaries are on the ground, dead.

                          GORDON
           Get my coat, son.

           103.

                         

                         

          EXT. GOTHAM STADIUM - CONTINUOUS

          Mercenaries pull the glowing core onto the field.

                          BANE
           This is the instrument of your
           liberation...

                         

          INT. PENTAGON WAR ROOM - CONTINUOUS


                         
          Analysts and military personnel assess the situation.

                          ANALYST
           Satellite shows a radiation
           spike...

                         

                          ANALYST 2
           Whatever it is...it's nuclear.

                         

          EXT. GOTHAM STADIUM - CONTINUOUS


                         
          The Mercenaries thrust Dr. Pavel to his knees before Bane.

                          BANE
           Identify yourself to the world.

           DR. PAVEL
           Dr. Leonid Pavel, nuclear
           physicist.
          Bane turns Dr. Pavel's head for the cameras.

                         

                         

          INT. PENTAGON WAR ROOM - CONTINUOUS

          Armed Forces and Intelligence staff scramble to verify.

                          CIA ANALYST
           Pavel was confirmed dead - plane
           crash on an Agency pull-out of
           Uzbekistan... But it certainly
           looks like him -
          He points to a monitor with a photo of Dr. Pavel. An Air
          Force General rubs his chin, thinking, nervous.

           104.

                         

                         

          EXT. SKIES ABOVE GOTHAM - CONTINUOUS

          F-22's streak over the river, sizing up the island.

                         

          EXT. GOTHAM STADIUM - CONTINUOUS


                         
          Bane rests his powerful hand on Dr. Pavel's shoulder.

                          BANE
           Tell the world what this is.

                         

           DR. PAVEL
           A fully primed neutron bomb. With a
           blast radius of six miles.

                          BANE
           And who can disarm this device?

           DR. PAVEL
           Only me.

                          BANE
           Thank you, Doctor.
          Bane snaps Dr. Pavel's neck in front of the world.

                          BANE
           The bomb is armed, the bomb is
           mobile, the identity of the
           triggerman is a mystery. One of you
           holds the detonator - we come not
           as conquerors, but as liberators to
           return control of this city to the
           people. At the first sign of
           interference from the outside world
           or of people attempting to flee,
           this anonymous Gothamite, this
           unsung hero, will trigger the bomb.
           For now, martial law is in effect.
           Return to your homes, hold your
           families close, and wait. Tomorrow
           you claim what is rightfully yours.
          Bane turns, leaves the field, followed by his men.

                         

                         

          INT. PENTAGON WAR ROOM - CONTINUOUS

          The General breaks the silence.

           105.

                         

                         

                          GENERAL
           Pull back the fighters, start
           high-level reconnaissance flights.
           And get the President on the line.

                         

                         

          EXT. GOTHAM BRIDGE - SUNSET

          Mercenaries hold the bridge. A tank rolls across from the
          mainland, soldiers behind. The Lead Mercenary uses a
          bullhorn.

                         

                          LEAD MERCENARY
           Tanks and planes cannot stop us
           detonating our device. Send an
           emissary to discuss terms of access
           for supplies and communication.

                         
          A Captain steps forward, walks to the apex of the bridge.

                          CAPTAIN
           How many of you are there, son?
           (Nothing.) You don't have enough
           men to stop twelve million people
           leaving that island.

                          LEAD MERCENARY
           We don't. But you do.

                         

                          CAPTAIN
           Why in the hell would we help you
           keep your hostages?

                          LEAD MERCENARY
           If people start crossing this
           bridge Gotham gets blown to hell.
          The Captain considers this. Troubled.

                         

                         

          EXT. SKIES ABOVE GOTHAM - CONTINUOUS

          As night falls the F-22's peel away from the fire-ringed
          city. The voice of the President echoes across the
          airwaves...

                         

                          PRESIDENT

                          (OVER RADIO)
           The people of our greatest city are
           resilient. They have proven this
           before, they will prove this
           again...

           106.

                         

                         

          INT. STONE CELL, UNDERGROUND PRISON - CONTINUOUS

          Wayne stares at the old TV. At his burning city.

                          PRESIDENT

                          (OVER TV)
           We do not negotiate with
           terrorists, but we do recognize
           realities...
          Wayne starts to cry.

                         

                         

          INT. CAR - CONTINUOUS (NIGHT)

          Blake drives the deserted streets. Gordon is slumped in the
          passenger seat, listening.

                         

                          PRESIDENT

                          (OVER RADIO)
           As the situation develops, one
           thing must be understood above all
           others... People of Gotham, we have
           not abandoned you.

                          BLAKE
           What does that mean?

                          GORDON
           It means we're on our own. I have
           to get in front of a camera -

                          BLAKE
           Sir, they'll kill you the second
           you show your face -

                         

                          GORDON
           The Mayor's dead. I'm the symbol of
           law and order. Bane says he's
           giving Gotham back to the people -
           they need to know that I could
           lead.

                          BLAKE
           Bane's not gonna let that happen -

                         

                          GORDON
           Then he'll show his true colors.

                          BLAKE
           And you'll be dead.

                         
          Gordon says nothing.

           107.

                         

                         

          EXT. GOTHAM STREET - DAY

          Three camouflage Tumblers roll down the deserted street.

                         

          EXT. BLACKGATE PRISON - MOMENTS LATER


                         
          A crowd of news crews has gathered. Guards in the towers
          look down, apprehensive. The Tumblers roll up, stopping in
          front of the gates. Bane emerges from the lead Tumbler.

                         

                          BANE
           Behind you stands a symbol of
           oppression. Blackgate Prison...

                         

          INT. CELLBLOCK, BLACKGATE PRISON - CONTINUOUS


                         
          Prisoners strain to hear Bane's words. Selina is there.

           BANE (O.S.)
           Where a thousand men have
           languished for years. Under the
           Dent Act. Under the name of this

                          MAN -

                         

          EXT. BLACKGATE PRISON - CONTINUOUS


                         
          Bane holds up a photo of Harvey Dent.

                          BANE
           Harvey Dent. Held up to you, and
           over you, as a shining example of
           justice and good...

                         

                         

          INT. BLAKE'S APARTMENT - CONTINUOUS

          Gordon sits watching Bane's speech. Blake gathers supplies.

                         

                          BLAKE
           We're gonna keep moving you, till
           we can get you in front of a camera

                          -

                         

                         

          EXT. BLACKGATE PRISON - CONTINUOUS

          Bane sets fire to the picture of Dent...

           108.

                         

                         

                          BANE
           But they supplied you a false idol.
           A straw man. To placate. To stop
           you tearing down this corrupt
           city...

                         

                         

          INT. CELLBLOCK, BLACKGATE PRISON - CONTINUOUS

          The Prisoners start cheering, shouting.

                         

           BANE (O.S.)
           ...and rebuilding it the way it
           should have been rebuilt
           generations ago...

                         

                         

          EXT. BLACKGATE PRISON - CONTINUOUS

          Bane drops the burning picture.

                          BANE
           Let me tell you the truth about
           Harvey Dent. In the words of
           Gotham's Police Commissioner, James
           Gordon...

                         

          INT. BLAKE'S APARTMENT - CONTINUOUS


                         
          This gets Blake's attention. Gordon watches, uneasy...

                         

          EXT. BLACKGATE PRISON - CONTINUOUS


                         
          Bane unfolds the pages of Gordon's undelivered speech...

                          BANE
           'The truth about Harvey Dent is
           simple in only one regard - it has
           been hidden for too long. After his
           devastating injuries, Harvey's mind
           has recovered no better than his
           mutilated face. He was a broken,
           dangerous man, not the crusader for
           justice that I, James Gordon, have
           portrayed him to be for the last
           eight years. Harvey's rage was
           indiscriminate. Psychopathic. He
           held my family at gunpoint, then
           fell to his death in the struggle
           over my son's life. The Batman did
           not murder Harvey Dent - he saved

                          (MORE)

           109.

                         

                         

                          BANE (CONT'D)
           my boy. Then took the blame for
           Harvey's appalling crimes, so that
           I could, to my shame, build a lie
           around this fallen idol.'

                         

                         

          INT. BLAKE'S APARTMENT - CONTINUOUS

          Blake stares at the TV, Gordon's face lowers into his
          hands...

                         

           BANE (V.O.)
           'I praised the madman who tried to
           murder my own child.'

                         

                         

          EXT. BLACKGATE PRISON - CONTINUOUS

          The crowd is silent, stunned, as Bane continues to read.

                          BANE
           'The things we did in Harvey's name
           brought desperately needed security
           to our streets... But I can no
           longer live with my lie. It is time
           to trust the people of Gotham with
           the truth, and it is time for me to
           resign.'

                         
          Bane folds the papers. Looks out to the stunned crowd.
           Do you accept this man's
           resignation?

                         
          Individuals in the crows start shouting 'Yes!'

                         

          INT. CELLBLOCK, BLACKGATE PRISON - CONTINUOUS

          Prisoners cheer, pounding against the bars. Selina
          watches...

                         

          EXT. BLACKGATE PRISON - CONTINUOUS


                          BANE
           Do you accept the resignation of
           all the liars?! All the corrupt?!
          More and more of the crowd is chanting 'Yes!'

           110.

                         

                         

          INT. BLAKE'S APARTMENT - CONTINUOUS

          Blake turns to Gordon, who stares at the TV.

                          BLAKE
           These men, locked up in Blackgate
           for eight years, denied parole
           under the Dent Act. Based on a lie.

                          GORDON
           A lie to keep a city from burning
           to the ground. Gotham needed a
           hero, someone to believe in -

                          BLAKE
           Not as much as it does now. But you
           betrayed everything you stood for.

                         

                          GORDON
           (looks at Blake)
           There's a point. Far out there.
           When the structures fail you. When
           the rules aren't weapons anymore,
           they're shackles, letting the bad
           get ahead. Maybe one day you'll
           have such a moment of crisis. And
           in that moment, I hope you have a
           friend like I did. To plunge their
           hands into the filth so you can
           keep yours clean.

                          BLAKE
           Your hands look pretty filthy to
           me, Commissioner.

                         
          Gordon stares at him. Blake goes back to packing.

                         

          EXT. BLACKGATE PRISON - CONTINUOUS


                         
          Bane signals a Tumbler - its turret turns to the prison
          doors.

                          BANE
           We take Gotham from the corrupt.
           The rich. The oppressors of
           generations who've kept you down
           with the myth of opportunity. And
           we give it to you, the people.
           Gotham is yours - none shall
           interfere. Do as you please...

                         
          The Tumbler fires, blowing the doors to hell.

                          (MORE)

           111.

                         

                         

                          BANE (CONT'D)
           But start by storming Blackgate and
           freeing the oppressed... Step
           forward, those who would serve...

                         
          Bane's men surge through the burning gates...

                         

          INT. BLACKGATE PRISON - CONTINUOUS

          Selina watches as Prisoners stream out of open cell doors.
          She makes her way quietly through the excited throng.

           BANE (V.O.)
           For an army will be raised...
          Mercenaries hand out weapons to escaping Prisoners...

                         

                         

          EXT. PARK BOULEVARD - DAY

          As Mercenaries shoot open locks, people storm into expensive
          apartment buildings overlooking the park...

                         

           BANE (V.O.)
           The powerful will be ripped from
           their decadent nests...

                         

                         

          INT. BEAUTIFUL OLD GOTHAM APARTMENT - DAY

          People ransack the apartment...

           BANE (V.O.)
           ...and cast into the cold world the
           rest of us have known and
           endured...

                         

          EXT. PARK BOULEVARD - DAY


                         
          Wealthy people are herded onto the street by Mercenaries...

           BANE (V.O.)
           Courts will be convened...

                         

                         

          INT. STOCK EXCHANGE - DAY

          A kangaroo court is in session, presided over by a Criminal
          we recognize from Blackgate. Bane watches from the
          gallery...

           112.

                         

                         

           BANE (V.O.)
           The spoils will be enjoyed...

                         

          INT. ELEGANT APARTMENT, PARK BOULEVARD - DAY


                         
          Tough-looking Revellers crack open champagne - spraying it,
          swigging it - Selina amongst them, watching...

           BANE (V.O.)
           Blood will be shed...

                         

                         

          INT. SEWERS - DAY

          Hundreds of Police living underground. Dividing up supplies
          lowered by ropes... Ross opens a pack of supplies.

                         

           BANE (V.O.)
           But the police will live, until
           they are ready to serve true
           justice...

                         

                         

          EXT. GOTHAM STADIUM - NIGHT

          Moving in on the bright glow of the core...

           BANE (V.O.)
           This great city will endure...
          Close enough to see the flickering digits of its
          countdown...

           BANE (V.O.)
           Gotham will survive.
          Mercenaries load the core into the back of a black truck.

                         

          INT. STONE CELL, UNDERGROUND PRISON - DAY


                         
          Wayne rolls off his cot. Grunts. The Prisoner realizes Wayne
          is trying to do a push-up. From the next cell, the Blind
          Prisoner says something...

                         

                          PRISONER
           He says you must first straighten
           your back.
          The Prisoner helps Wayne roll over, painfully.

           113.

                         

                         

                          WAYNE
           How would he know?

                          PRISONER
           He was the prison doctor. A
           morphine addict who incurred the
           displeasure of powerful people.
           Including your masked friend.

                          WAYNE
           How?

                         

                          PRISONER
           Many years ago, during a time of
           plague, Bane was attacked by other
           prisoners. The doctor's fumbling
           attempts to repair the damage left
           him in perpetual agony. The mask
           holds his pain at bay.

                          WAYNE
           Is Bane the child you spoke of? Was
           he born here?

                         

                          PRISONER
           The legend is that there was a
           mercenary working for the local
           warlord who fell in love with his
           daughter. They married in secret.

                         
          The Prisoner takes a rope - ties it under Wayne's arms.

                          PRISONER
           When the warlord found out, he
           condemned the mercenary to this
           pit. But then exiled him instead.
          INSERT CUT: the Mercenary is dropped at the side of a barren
          road. He starts to walk.

                          PRISONER
           The mercenary understood that the
           warlord's daughter had secured his
           release, but he couldn't know the
           true price of his freedom. She had
           taken his place in the pit.

                         
          INSERT CUT: a Woman is lowered into the prison. The
          prisoners below all have their faces covered with muslin
          masks...

           114.

                         

                          PRISONER
           And she was with the child. The
           mercenary's child.

                         
          INSERT CUT: the Woman watches as the Doctor, (the Blind
          Prisoner, younger-looking, sighted) examines her small
          child. The Doctor exits, locking the cell...

                          PRISONER
           One day the doctor forgot the lock
           the cell...
          INSERT CUT: Prisoners move into the cell towards his mother.
          The child runs at them with a knife...

                         

                          PRISONER
           Innocence cannot flower
           underground. It was to be stamped
           out. But the child had a friend. A
           protector...

                         
          INSERT CUT: the Protector, face covered, pulls the Child off
          the attackers. One grabs for the Child - the Protector snaps
          his arm, carries the Child into a corner...

                          PRISONER
           ...who showed the others that this
           innocence was their redemption. The
           mother was not so lucky.
          The Blind Prisoner shouts at the Prisoner. He nods.

                         

                          PRISONER
           This is Bane's prison now. Bane
           would not want this story told.
          The Prisoner pulls - Wayne screams in pain as he is pulled
          upright. The Prisoner ties him off. Checks his spine.
           You have a protruding
           vertebra...I'm going to force it
           back...

                          WAYNE
           How -?

                         
          The Prisoner punches Wayne in the back, hard. Wayne screams.

                          PRISONER
           You stay like this. Until you
           stand.

                         
          Wayne passes out from the pain and we FADE TO BLACK.
          Wayne is hanging in his cell, delirious.

           115.

                         

                         

           R'S AL GHL (O.S.)

                          A U
           Did you not think I'd return,
           Bruce?
          R's al Ghl, in his Ducard guise, steps in front of Wayne.

                          A U

                         

           R'S AL GHL

                          A U
           I told you I was immortal.

                          WAYNE
           I watched you die.

                         

           R'S AL GHL

                          A U
           There are many forms of
           immortality.
          Wayne looks inward, remembering...

                         
          INSERT CUT: R's at the campfire (from Batman Begins).

                          A

           R'S AL GHL

                          A U
           Once I had a wife. My great love.
           She was taken from me...

                         
          INSERT CUT: the Woman is lowered into the prison...
          Wayne looks at R's.

                          A

                          WAYNE
           You were the mercenary. Bane is
           your child. Your heir.
          INSERT CUT: the Mercenary at the side of the road. R's.

                          A

           R'S AL GHL

                          A U
           An heir to ensure the League of
           Shadows fulfills its duty to
           restore balance to civilization.

                          WAYNE
           No...

           R'S AL GHL

                          A U
           You yourself fought the decadence
           of Gotham for years. With all your
           strength and resources, all your
           moral authority. And the only
           victory you could achieve was a
           lie. Finally you understand...
           Gotham is beyond saving...

           116.

                         

                          WAYNE

           NO!

                         

           R'S AL GHL

                          A U
           And must be allowed to die.
          CUT TO WHITE. And we are -

                         

                         

          EXT. STREET, DOWNTOWN GOTHAM - DAY

          Snow blankets the street. A Tumbler carves tracks as it
          patrols the deserted street. Blake peers from behind a
          parked car - he is crouched, feeding a kite string down a
          storm drain.

                         

                         

          INT. SEWER TUNNEL - CONTINUOUS

          Ross strains to reach a note dangling on a string - he
          grasps it. All around him are dozens of Cops living
          underground...

                         

          EXT. GOTHAM STREET - CONTINUOUS

          Blake winds the string, picks up a jerrycan, hurries off.

                         

                         

          INT. ST. SWITHIN'S HOME FOR BOYS - CONTINUOUS

          The home is packed. People, not just kids, huddle in every
          corner. Blake spots Father Reilly. Hands him the can.

                         

                          BLAKE
           For the bus in case there's a
           chance to evacuate. Keep it in here
           - people are siphoning parked cars.

                         

                          FATHER REILLY
           Really?

                          BLAKE

                          (GRINS)
           How do you think I got it?

                          FATHER REILLY
           Right. Any news? Is the

                          COMMISSIONER -

                         

                          BLAKE
           Less you know, Father. How're the
           boys?

           117.

                         

                          FATHER REILLY
           Power's been on more, so they get
           some TV.

                         
          Blake smiles. Moves to the door.
           Blake, you be careful out there.
           They're hunting down cops like
           dogs.

                         
          Blake nods. Leaves.

                         

          INT. ELEGANT APARTMENT, PARK BOULEVARD - DAWN

          Following Selina through rooms strewn with trash, empty
          bottles and sleeping partygoers. She spots a family
          photograph, glass smashed. A hand lands on her shoulder.

                          JEN
           Who's that?

                         

                          SELINA
           This was someone's home.

                          JEN
           Now it's everyone's home.

                         
          Selina stares out at a Tumbler rolling by.

                          JEN
           'Storm's coming', remember? This is
           what you wanted.

                         

                          SELINA
           No. It's what I thought I wanted.

                         

          INT. STONE CELL, UNDERGROUND PRISON - DAY


                         
          The Prisoner unties the rope from Wayne's chest. Wayne
          stands. Just. Then walks.

                         

          INT. SAME - LATER


                         
          Wayne does push-ups. Stronger. The Prisoner watches.

                          PRISONER
           Why build yourself?

                         

                          WAYNE
           I'm not meant to die in here.
          The Prisoner indicates the TV:

           118.

                         

                         

          SIEGE OF GOTHAM: DAY 84.

                          PRISONER
           Here? There? What's the difference?
          Wayne ignores this. Focuses on his body...

                         

                         

          INT. STONE CELL, UNDERGROUND PRISON - DAY

          Wayne moves to the wall - takes the rope from the Tattooed
          Prisoner, wraps it around his chest. Curious Prisoners
          gather, the Prisoner at their head. Wayne looks up at the
          light, hundreds of feet above. Starts to climb. Prisoners
          get excited as Wayne RISES - money starts exchanging hands.
          Reaching the precipice, he checks his rope, looks up at the
          next handhold, far away. He takes a breath, then LEAPS.
          His fingers brush the ledge. Wayne DROPS a hundred feet -
          the rope catches, SLAMMING him into the rock face. The
          Prisoners disperse, losing interest as the Tattooed Prisoner
          lowers Wayne on the rope. The Blind Prisoner turns away.

                         

                          PRISONER
           I told you it could not be done.

                          WAYNE
           You told me a child did it...

                         

                          PRISONER
           No ordinary child...
          INSERT CUT: the Protector fights off prisoners as the Child,
          older now, moves to the climbing wall
           A child born in hell.
          INSERT CUT: the Child makes the climb...pauses, looking down
          - making eye-contact with the Protector, who fights off
          Prisoners... They swarm over the Protector, knives drawn.
           A child forged by suffering,
           hardened by pain...
          INSERT CUT: the Child leaps across the abyss, grabbing a
          handhold on the ledge and swinging up...
           Not a man from privilege.

                         
          Wayne's eyes close in despair.

           119.

                         

                         

          EXT. CHECKPOINT, GOTHAM BRIDGE - DAY

          Supply trucks await inspection. Mercenaries open an
          18-wheeler - check boxes of rations...wave it on...

                         

                         

          EXT. SUPERMARKET - CONTINUOUS

          The 18-wheeler pulls up. A line of Gothamites waits
          patiently along the sidewalk.

                         

                         

          INT. 18-WHEELER - CONTINUOUS

          Three plain-clothes Special Forces Men emerge from the
          boxes, checking, then concealing weapons. The doors open -
          they exit.

                         

                         

          INT. SUPERMARKET - CONTINUOUS

          The Special Forces Men carry boxes into the store as if
          delivering. The Store Manager leads them into the back and
          down into -

                         

          INT. LOWER STOREROOM - CONTINUOUS

          Where they are met by four Cops out of uniform.

                         

                          FOLEY
           You have ID?

                          SPECIAL FORCES 1
           Of course not.

                         

                          FOLEY
           How can we trust you?

           GORDON (O.S.)
           We don't have any choice.

                         
          Gordon and Blake emerge from the back of the room.

                          SPECIAL FORCES 1
           Commissioner Gordon? Captain Jones,
           Special Forces.

                         

                          GORDON
           Captain, glad to have you here.

           120.

                         

                         

                          CAPTAIN JONES
           How many of you are there?

                          GORDON
           Dozens. I'd rather not say exactly.
           But the men trapped underground
           number almost three thousand.

                          CAPTAIN JONES
           What kind of shape they're in?

                         

                          GORDON
           They've been getting water, food.

                          CAPTAIN JONES
           Could we break them out?

                         

                          BLAKE
           Yes, sir - take out the mercenaries
           guarding the outflow south of
           Ackerman Park, blow the rubble,
           you've got a hole big enough for
           ten at a time. I'm in contact with
           my partner - they're waiting for
           the day.

                          SPECIAL FORCES 2
           Men who haven't seen daylight for
           three months?

                         

                          BLAKE
           Men with automatic weapons who
           haven't seen daylight in three
           months.

                         

                          CAPTAIN JONES
           What about the bomb? The satellites
           can't see any radiation hot
           spots...

                         

                         

          EXT. DOWNTOWN STREET - DAY

          Blake scouts with Jones. A rumble makes them turn.

           GORDON (V.O.)
           They keep it on a truck - it must
           have a lead-lined roof. They move
           it constantly.

           CAPTAIN JONES (V.O.)
           But you know the truck?

           121.

                         

                         

           GORDON (V.O.)
           They've got three of them. The
           routes don't vary much.
          Two Tumblers lead a massive black truck down the street.
          Captain Jones reaches into his jacket and triggers a Geiger
          counter. Shows Blake the display. Nods. One of the Tumblers
          stops, turns back. Blake leads them down a side street.

                         

          INT. LOWER STOREROOM - CONTINUOUS


                         

                          CAPTAIN JONES
           What about the triggerman?

                          GORDON
           No leads. It's a bluff - Bane
           wouldn't give control of that bomb
           to someone else.

                          CAPTAIN JONES
           We can't take that chance. Until we
           have the triggerman, we just track
           the device, smuggle men over -

                          BLAKE
           While Gotham lives under a warlord,
           like in some failed state?

                         

                          CAPTAIN JONES
           Dial it back, officer. This
           situation is unprecedented. We
           can't do anything to risk millions
           of lives.

                         

                          BLAKE

                          (TO GORDON)
           Aren't you gonna tell him?!

                          GORDON
           Captain, things are more
           complicated than you think. There's
           somebody you need to meet. Blake?
          Blake nods, leads Jones and his men up the stairs.

                         

                         

          EXT. SIDE STREET, DOWNTOWN - CONTINUOUS

          Blake leads them to the door of an empty bank.

           122.

                         

                         

          INT. TELLSONS BANK - CONTINUOUS

          They head across the empty lobby to an elevator.

                         

          INT. OFFICES ABOVE TELLSONS - MOMENTS LATER


                         
          Blake leads them into empty offices. Cots and makeshift
          furnishings line the offices and corridors.

                          BLAKE
           I was up here looking for a vantage
           point. Found the people who run the
           corporation who owns it living
           here.

                          CAPTAIN JONES
           Which corporation?

           FOX (O.S.)
           Wayne Enterprises.
          Lucius Fox is there, with Miranda Tate.

                         

                          BLAKE
           Captain, meet Mr. Fox. Mr. Fox, I'd
           like you to brief the Captain.
          Captain Jones indicates Miranda.

                         

                          FOX
           Miss Tate is fully aware of the
           situation.

                          MIRANDA
           And as CEO of Wayne Enterprises, I
           have to take responsibility for it.

                          CAPTAIN JONES
           Why?

                         

                          MIRANDA
           Because, Captain, we built it.

                          CAPTAIN JONES
           You built the bomb?

                         

                          FOX
           It was built as a fusion reactor.
           The first of its kind. Bane turned
           the core into a bomb, then
           disconnected it from the reactor.

           123.

                         

                         

                          BLAKE
           And here's the important part.

                          FOX
           As the device's fuel cells decay,
           it's becoming increasingly
           unstable...until the point of
           detonation.

                          BLAKE
           The bomb's a time bomb.

                         

                          FOX
           And it will go off. In twenty-three
           days.
          Captain Jones reels at this news.

                         

                          BLAKE
           Bane's revolution is a sham. He's
           watching Gotham rearrange its
           deckchairs while the whole ship's
           going down. Your appeasement plan
           might not be as practical as you
           thought.
          Captain Jones throws Blake a look. Addresses Fox.

                          CAPTAIN JONES
           Could you disarm it?

                          FOX
           I don't know, But I could reconnect
           it to the reactor. Stabilize it.

                         

                          CAPTAIN JONES
           We'd have to let the Pentagon know.

                          SPECIAL FORCES 2
           They'll be monitoring our

                          FREQUENCIES -

                          CAPTAIN JONES
           We have no choice. Let's move away
           from this location, then call it
           in.

           124.

                         

                         

          INT. TELLSONS BANK - MOMENTS LATER

          Captain Jones exits the elevator, followed by his men and
          Blake. Halfway across the floor, hell breaks loose.
          Mercenaries blast them with machine guns - the lobby becomes
          a devastating ambush. Blake dives back into the elevator.

                         

                         

          INT. OFFICES ABOVE TELLSONS - CONTINUOUS

          Blake flies out of the elevator.

                         

                          BLAKE
           Fox, somebody sold us out!
          Fox and Miranda burst into the corridor.

                         

                          FOX
           Take Miranda -
          Blake grabs Miranda, heads for the back stairs. Mercenaries
          jump out of the elevator, firing high.

                         

                          MERCERNARY

           DOWN ON THE FLOOR!
          Fox freezes. Lowers himself to the ground.

                         

                         

          INT. TELLSONS BANK - CONTINUOUS

          Captain Jones goes down in a hail of bullets. The other
          Special Forces Men are down. Bane enters, midges Jones with
          his toe. He is alive. Barely. Bane leans in close. Jones
          looks up at him, defiant.

                         

                          CAPTAIN JONES
           I'll die before I talk...

                          BANE
           I'm on your schedule, Captain.

                         
          Bane places his hand over Jones's nose and mouth.

                          MERCERNARY
           There were people living upstairs.

                         
          Bane looks up, disinterested. Jones is dead.

                          BANE
           Give them over for judgement.
           (Indicates bodies.) Hang them where
           the world will see.

           125.

                         

          INT. STONE CELL, UNDERGROUND PRISON - DAY

          Wayne stares at the TV: the Special Forces bodies hang in
          the cables of Gotham Bridge. Wayne throws a stone into the
          screen.

                         

          INT. SAME - LATER


                         
          Wayne does endless push-ups, squats, stretches. The Blind
          Prisoner listens. He speaks in an ancient tongue.

                          PRISONER
           He says the leap to freedom is not
           about strength.

                         

                          WAYNE
           My body makes the jump.

                          BLIND PRISONER

                          (CRACKED ENGLISH)
           Survival is the spirit. The soul.

                          WAYNE
           My soul's as ready to escape as my
           body.

                         

                          BLIND PRISONER
           Fear is why you fail.

                          WAYNE
           I'm not afraid. I'm angry.

                         
          Wayne throws punches...focused.

                         

          INT. UNDERGROUND PRISON - DAY


                         
          Wayne takes the rope at the foot of the climb. Prisoners
          look up, but none bother to gather round. Wayne starts
          climbing, determined.
          He FIGHTS the rock face...breathing hard. Grabs at a rock -
          it comes away in his hand. He DROPS - SMASHES into the rock
          face. The Blind Prisoner shakes his head.
          A Skinny Prisoner playing cards with the Prisoner looks up
          at Wayne, hanging upside down.

                          SKINNY PRISONER
           Shouldn't you get him down?
          The Prisoner glances up at Wayne, disdainful.

           126.

                         

                         

                          PRISONER
           He'll keep.
          As Wayne drifts into unconsciousness we -
          INSERT CUT: Young Bruce lies at the bottom of the well,
          looking up at his father, lowering down to rescue him.

           THOMAS WAYNE (V.O.)
           And why do we fall?

                         

                         

          INT. CAVE PRISON - NIGHT

          Wayne wakes with a start - the Blind Prisoner is there.

                          BLIND PRISONER

                          (CRACKED ENGLISH)
           You do not fear death. You think
           this makes you strong. This makes
           you weak.

                          WAYNE
           Why?

                          BLIND PRISONER
           How can you move faster then
           possible? Fight longer than
           possible? If not from the most
           powerful impulse of the spirit. The
           fear of death. The will to survive.
          Wayne gets up onto his elbow. Looks at the Blind Prisoner.

                          WAYNE
           I do fear death. I fear dying in
           here while my city burns with no
           one there to save it.

                          BLIND PRISONER
           Then make the climb.

                          WAYNE
           How?

                          BLIND PRISONER
           As the child did. Without the rope.
           (Dry laugh.) Then fear will find
           you again.
          Wayne considers this.

           127.

                         

                         

          INT. CAVE PRISON - MORNING

          Wayne puts some scraps of bread into a rough coat which he
          folds into a makeshift shoulder pack.

                          PRISONER
           Supplies for your journey?
          Prisoners nearby laugh. Wayne moves to the cliff face. The
          Prisoner follows, intrigued by Wayne's new demeanor. The
          Tattooed Prisoner offers him the rope. Wayne refuses. Starts
          to climb. Prisoners gather around as word spreads. Wayne
          makes his way cautiously up the treacherous rock face. Down
          below the Prisoners start a low chant.
          As Wayne hoists himself up onto the precipice something
          EXPLODES from the cliff face. Wayne flinches - BATS... They
          circle up to the opening above...
          Wayne closes his eyes. The chant RISES. Wayne takes a
          breath...opens his eyes...looks down at the drop...up
          again...then he jumps.

                         
          Time skips a beat as the Prisoners stop breathing.
          And Wayne GRABS the ledge above.
          The Prisoners go WILD as Wayne hoists himself up onto the
          ledge. The Blind Prisoner nods. Wayne climbs to FREEDOM.

                         

                         

          EXT. CAVE PRISON, NEAR A FORTRESS - CONTINUOUS

          Wayne climbs out of the hole and into formidable desolation.
          He shoulders his pack - spots a large coil of rope attached
          to the wall. He pushes it into the hole then walks away...

                         

          INT. BASEMENT, ABANDONED STOCK EXCHANGE - DAY

          A mass of huddled Gothamites. Professionals (traders,
          industrialists). In a corner, Fox. Mercenaries come down
          into the chamber, pull out a man, who starts yelling. It is
          Stryver, Daggett's functionary.

                          STRYVER
           I want to see Bane! There's been a
           mistake! Take me to Bane!
          Fox watches him dragged upstairs...

           128.

                         

                         

          INT. ABANDONED STOCK EXCHANGE - MOMENTS LATER

          A kangaroo court. Stryver is dragged before a jeering crowd.

                          STRYVER
           There's been a mistake! Where's
           Bane?!

           VOICE (O.S.)
           There's been no mistake, Mr.
           Stryver.

                         
          Stryver turns to look at the 'judge': Dr. Jonathan Crane.

                          CRANE
           You are Philip Stryver, executive
           vice-president of Daggett
           Industries? (Off nod from Stryver.)
           The same Philip Stryver who for
           years lived like a prince off the
           blood and sweat of people less
           powerful?

                         

                          STRYVER
           Call Bane! I'm one of you!
          Jeers. Pull back to reveal a silent figure, watching. Bane.

                          CRANE
           Bane has no authority here. This is
           merely a sentencing hearing. The
           choice is yours, death or exile.
          Stryver looks around, terrified, as the crowd shouts
          'Death'.

                         

                          STRYVER
           Exile.

                          CRANE

                          (SMASHES GAVEL)
           Sold...to the man in the cold
           sweat!
          Mercenaries pull Stryver from the dock...

                         

                         

          EXT. GOTHAM RIVER - DAY

          Stryver, with other wealthy Gothamites, is led down to the
          ice. A Blackgate Inmate undoes his handcuffs, whispering.

           129.

                         

                         

                          BLACKGATE INMATE
           Follow the tick ice. Try to swim -
           you're dead in minutes.

                          STRYVER
           Has anyone made it?
          The Blackgate Inmate turns away. Stryver is forced onto the
          ice. He shuffles forward, listening to the creaking...
          Stryver is a hundred yards out when the river swallows him.

                         

                         

          INT. EMPTY OFFICE BUILDING - DAY

          Gordon stands over a map of the city. A handful of Cops sit
          around the room. Waiting. Gordon looks at his watch.

                         

                          GORDON
           Where the hell are they? It's not
           like we have a lot of time, here.

                          COP
           How long?

                          GORDON
           The bomb goes off tomorrow. We've
           got about eighteen hours to do
           something.

                         

                          COP
           To do what?

                          GORDON
           We mark that truck. Get a GPS on
           it, then we can start thinking
           about how to take it down.
          The door opens and Blake enters, followed by ten cops.
          Gordon is counting them in. He moves to Blake.

                         

                          GORDON

                          (LOW)
           That's it?
          Blake just looks at him. Gordon checks the faces. Realizes.

                         

                          GORDON
           Foley. Where's Foley, dammit?!
          Gordon heads for the door.

           130.

                         

                         

                          BLAKE
           You shouldn't be out on the streets

                          -

                         

                         

          EXT. FOLEY'S BROWNSTONE - DAY

          Gordon hurries up the steps to a brownstone. Stabs the bell.

                          FOLEY'S WIFE
           Jim. He's not here -

                         
          Gordon, furious, addresses the hallway behind her.

                          GORDON
           You're sending your wife to the
           door when the city's under
           occupation?!
          Foley appears at the end of the corridor. Ashamed.

                          FOLEY
           Wait in the kitchen, honey.

                         

                          GORDON
           What did you do, bury your uniform
           in the backyard?

                          FOLEY
           Jim, you saw what they did to those
           Special Forces.

                          GORDON
           You forgotten all the years we went
           out on patrol with every gangbanger
           wanting to plant one as soon as our
           backs were turned?

                          FOLEY
           This is different and you know it.
           These guys run the city - the
           government's done a deal with them

                          -

                          GORDON
           Deal?! Bane's got their balls in a
           vice. That's not a deal -

                          FOLEY
           You move against Bane, the
           triggerman's gonna hit the button -

           131.

                         

                         

                          GORDON
           You think he's given control of
           that bomb to one of 'the people'?!
           You think this is part of some
           revolution? There's one man with
           his finger on the button - Bane.

                          FOLEY
           We have to keep our heads down
           until they can fix this. If you
           still had family here maybe you'd -

                         

                          GORDON
           This only gets fixed from inside
           the city, Foley. (Calmer.) Look,
           I'm not asking you to walk down
           Grand in your dress blues. But
           we've got to do something before
           this maniac blows us all to hell.

                          FOLEY
           I'm sorry Jim. I gotta -

                         

                          GORDON
           Keep your head down? What's that
           gonna do tomorrow, when that thing
           blows?

                          FOLEY
           You don't know that's going to
           happen.
          Foley closes the door on Gordon. Gordon stands there.

                         

           MIRANDA (O.S)
           I hear you're looking for men,
           Commissioner.
          Gordon turns to see Miranda, Blake behind her. Blake shrugs.

                         

                          MIRANDA
           How about me, instead?

                          GORDON
           Miss Tate, I can't ask you -

                         

                          MIRANDA
           My company built it.

                          GORDON
           Bruce Wayne built it.

           132.

                         

                         

                          MIRANDA
           And he wanted to destroy it. It was
           me who didn't listen. Please.
          Gordon looks at Blake. Then Miranda. Nods.

                         

                          GORDON
           Let's go.

                         

          EXT. GOTHAM STREET - DAY


                         
          A Kid sprints down the deserted street, chased by two
          Gangbangers. The Kid slips in the snow - the men are on him.

                          GANGBANGER
           You steal from us, you little
           bastard?
          They grab the Kid's backpack, the Gangbanger pulls out an
          apple, moves to hit the Kid when - SMACK! - his hand is
          grabbed, and the apple flies into the air as his arm cracks.
          Selina catches the apple.

                         

                          SELINA
           You boys know you can't come into
           my neighborhood without asking
           politely.

                         
          Gangbanger 2 lunges with a knife - she spins him, making him
          stab himself in the backside. The Gangbangers run off,
          howling. The Kid eyes her, wary.

                          SELINA
           Never steal anything from someone
           you can't outrun, kid.

                          KID
           Now you're gonna take it.

                         
          Selina looks at the red apple. Takes one perfect bite.

                          SELINA
           Just tax.
          She tosses him the apple. He takes it and runs.

                         

           WAYNE (O.S.)
           Pretty generous, for a thief.
          Selina recognizes the voice. Turns to find Wayne - strong,
          but weathered. Beard, work clothes.

           133.

                         

                         

                          SELINA
           You came back. I thought they'd
           killed you.

                          WAYNE
           Not yet.

                          SELINA
           If you're expecting an apology -

                          WAYNE
           It wouldn't suit you. I need your
           help.

                          SELINA
           And why would I help you?

                         
          Wayne pulls a USB drive out of his pocket.

                          WAYNE
           For this. The 'Clean Slate'.

                          SELINA
           You're gonna trust me with that?
           After what I did to you?

                          WAYNE
           I admit I felt a little let down.
           But I still think there's more to
           you. In fact, I think for you -
           (indicates USB) this isn't a tool,
           it's an escape route. You want to
           disappear. Start fresh.

                         
          She looks at him. Takes the drive, staring at it.

                          SELINA
           Start fresh? I can't even get off
           this island.

                         

                          WAYNE
           I can give you a way off. Once
           you've gotten me to Lucius Fox. I
           need you to find out where they're
           holding him. Then take me in.

                         

                          SELINA
           Why do you need Fox?

                          WAYNE
           To save this city.

           134.

                         

                         

                          SELINA
           Who says it needs saving? Maybe I
           like it this way.

                          WAYNE
           Maybe you do. But tomorrow that
           bomb's going off.

                          SELINA
           Get your powerful friend on the
           case.

                         

                          WAYNE
           I'm trying. But I need Fox.

                         

          EXT. GOTHAM STREETS - DAY


                         
          Gordon and his Men are in two-man teams. Gordon is walking
          down the street with Miranda. He hands her a Geiger counter.

                          GORDON
           Stay further up the block. (Points
           at Men.) They're gonna cross the
           street and try and slow the truck
           down. As it approaches, hit this
           button. If the needle hits two
           hundred - give me the signal and I
           mark the truck. Okay?

                         

                          BLAKE

                          (OVER RADIO)
           Heads up.

                         
          Blake is up on a rooftop. Gordon moves down to the other end
          of the block. As the truck rumbles into view, Gordon's Men
          walk out into the street in front of it as if crossing the
          road. The convoy barely slows. Miranda gives Gordon the
          signal. As the truck comes past, he tosses a magnetic GPS
          locator at the lower part of the truck...

                         
          Gordon regroups with his Men on the corner. Checks his GPS.

                          GORDON
           Got it.

                         
          They keep moving, turning down the next street...into an
          ambush. Dozens of Mercenaries, weapons trained.

                          MERCENARY
           Commissioner Gordon, you're under
           arrest.

           135.

                         

                          GORDON
           On whose authority?

                          MERCERNARY
           The people of Gotham.

                         
          Blake, from his vantage point, watches Gordon, Miranda and
          the other Cops being rounded up and led away...

                         

          INT. BASEMENT, ABANDONED STOCK EXCHANGE - DAY


                         
          Miranda comforts a crying Woman in the corner. Thugs come
          down the stairs, laughing, leading a Hooded Prisoner. They
          kick him down the last step and he stumbles. Fox moves to
          his aid.

                         

                          BASEMENT THUG 1
           Find this one a spot, he's got a
           big day tomorrow.
          They dump the Hooded Man with Fox.

                         

                          BASEMENT THUG 2
           We all do. It's not every day you
           bag Bruce Wayne...
          Fox hears this. Pulls the bag from Wayne's head. Wayne nods
          at him, silent. Fox nods back. The Thugs leave. Miranda
          comes over.

                          MIRANDA
           Bruce?

                         

                          FOX
           You picked a hell of a time to go
           on vacation, Mr. Wayne.

                          WAYNE
           How long until the core ignites?

                         

                          FOX
           That bomb goes off in twelve hours.

                          WAYNE
           Unless we can connect it to the
           reactor.

                          FOX
           If you can get it there. I'll find
           a way to plug it back in.
           (Indicates Miranda.) Can you get
           Miranda out?

           136.

                         

                         

                          WAYNE
           Not tonight. I'm sorry.

                          MIRANDA
           Do what's necessary.

                         

                          WAYNE

                          (TO FOX)
           Tonight I need you.

                          FOX
           What for?

                          WAYNE
           To get me back in the game.
          Catwoman comes down the stairs with the Thugs.

                         

                          CATWOMAN
           Sorry to spoil things, boys, but
           Bane wants these guys himself...
          The thugs pull Wayne and Fox to their feet - Miranda looks
          up.

                          WAYNE
           I won't forget about you.

                          MIRANDA
           I know.

                         

          EXT. COLONNADE, HOLDING AREA - CONTINUOUS

          The Thugs lead Wayne and Fox along the colonnade. Catwoman
          spins, takes out one Thug with a heel, one with a punch to
          the throat. Fox smiles as she unlocks his wrists.

                          FOX
           I like your girlfriend, Mr. Wayne.

                         

                          CATWOMAN
           He should be so lucky.
          And she's gone. Fox turns to Wayne. Who shrugs.

                         

                         

          INT. DARK SPACE - NIGHT

          Lights flicker on... Wayne and Fox are in the Bat-Bunker.

           137.

                         

                         

                          WAYNE
           Any move I make against Bane or the
           bomb - the triggerman sets it off.

                          FOX
           They can't be using radio or cell -
           too much interference. Infrared
           doesn't have the range. It could
           only be micro-burst long wave...
          Wayne opens a panel in the wall, takes out equipment:
          mini-mines, Batarangs, utility belt...

                          WAYNE
           Could you block it?

                          FOX
           Yes. I need the EMP cannon-guidance
           mount from the Bat. You remember
           where you parked?
          Wayne nods. Smiles. The Batsuit rises from the floor...

                         

                         

          INT. ABANDONED STOCK EXCHANGE - EVENING (LATE DAY)

          Gordon and his men on trial. Crane presides.

                          CRANE
           The charges are espionage and
           attempted sabotage... Do you have
           anything to say in your defense?

                          GORDON
           No lawyer, no witnesses. What sort
           of due process is this?

                          CRANE
           More than you give Harvey's
           prisoners, Commissioner. Your guilt
           is determined, this is merely a
           sentencing hearing. What's it to
           be, death or exile?

                          GORDON
           Crane, if you think we are going
           willingly out onto that ice, you've
           got another think coming.

                          CRANE
           Death, then?

           138.

                         

                         

                          GORDON
           Looks that way.

                          CRANE
           Very well... Death... (Smiles.) By
           exile.

                         
          He smashes his gavel. Bane leans in to one of his men,
          indicates Miranda.

                          BANE
           Bring her to me.

                         

          INT. STAIRWELL, SKYSCRAPER - SUNSET

          Wayne bounds up the stairs. Fox follows, out of breath

                         

                          LUCIUS
           I think it's time to talk about my
           year-end bonus...

                         

                         

          EXT. ROOFTOP, SKYSCRAPER, GOTHAM - MOMENTS LATER

          Fox emerges to see Wayne uncovering the Bat... As the sun
          sets, Fox starts pulling apart the gun mount.

                          FOX
           She fly pretty well?

                          WAYNE
           Even without the autopilot...

                          FOX
           Autopilot? That's what you're there
           for.

                         

          EXT. GOTHAM RIVER - NIGHT


                         
          Gordon and the rest of the men stand at the edge of the ice.
          A Mercenary fires his gun in the air. Gordon takes a breath,
          then leads his men onto the ice...which creaks and groans...
          Further out, Gordon stops - sniffs - looks down: a pool of
          liquid, beside it: a flare. Gordon picks it up, puzzled.

           BATMAN (O.S.)
           Light it up.

           139.

                         

                         
          Gordon, energized by the familiar voice, lights the flare -
          jams it into the liquid, sending a trail of FIRE across the
          ice - up into a building where it forms the shape of a

          BAT...

                         

                         

          INT. FOLEY'S BROWNSTONE - CONTINUOUS


                          FOLEY'S KIDS
           Dad! Check it out!

                         

                          FOLEY'S WIFE
           Honey, take a look!
          Foley moves to a back window. Sees the flaming sign.

                         

                         

          EXT. GOTHAM STREET - CONTINUOUS

          A Mercenary nervously approaches Bane's back.

                          MERCENARY
           Sir?

                         
          Bane turns. The Mercenary points at the sign.

                          MERCENARY
           You think it's really him?

                         

                          BANE
           Impossible...

                         

          INT. FOLEY'S BROWNSTONE, BEDROOM - MOMENTS LATER


                         
          Foley yanks up the floorboards. Pull his dress blues from
          their hiding place.

                         

          EXT. OUTFLOW PIPE, ACKERMAN PARK - CONTINUOUS


                         
          Mercenaries guarding the entrance see the sign. One of them
          moves out to get a better look. WHAM! He is taken out by a
          dark figure. The figure steps into the light - it is
          Blake...

                         

                         

          EXT. GOTHAM RIVER - CONTINUOUS

          Batman hands Gordon a metal box.

           140.

                         

                          BATMAN
           This blocks the remote detonator
           signal to the bomb. Get it onto the
           truck by sunrise. They might hit
           the button when it starts.

                         

                          GORDON
           When what starts?

                          BATMAN
           War.

                         

                         

          EXT. OUTFLOW PIPE, ACKERMAN PARK - CONTINUOUS

          Blake takes out a second Mercenary - moves over to the open
          manhole. Ross emerges - nots at Blake, who helps him climb
          out. BANG - Ross goes down as Blake dives for cover. Blake
          is grabbed by Mercenaries. They detonate the manhole,
          sealing it, prepare to execute Blake. A dark shape drops
          onto the Mercenaries... Blake watches, in awe, as Batman
          takes them out in a fury of punches and kicks - then it is
          finished. Quiet. One of the Mercenaries moves slightly.

                          BLAKE
           You missed a spot.
          Batman boots him in the head as he moves towards Blake.

                         

                          BATMAN
           If you're working alone, wear a
           mask.

                          BLAKE
           No one cares who I am.

                          BATMAN
           The mask is not for you. It's to
           protect the people you care about.

                         

                          BLAKE
           Huh. And you always seem to know
           where those people are. How is
           that?

                          BATMAN
           I lost someone once. Since then I
           break into their homes when they're
           sleeping and implant a tracking
           device on the back of their neck.

                         
          Blake laughs. Then feels the back of his neck. Batman tosses
          Blake a mini-mine.

           141.

                         

                         

                          BATMAN
           On three - one, two, three -
          They throw the mini-mines at the rubble of the entrance -
          the blasts barely move any rubble.

                         

                          BLAKE
           No offense, but you got anything
           bigger in that belt?

                          BATMAN
           That's to warn the men on the other
           side.
          Batman disappears into the shadows.

                          BLAKE
           But how do we -?
          KAABOOOM! The Bat's cannons light up the night.

                          BLAKE
           Okay.

                         
          Cops climb out into the cold night - skinny, ragged, but
          glad to be alive and carrying guns...

                          BLAKE
           What now?

                         

                          BATMAN
           All-out assault on Bane...but you
           need to get the people you care
           about across the bridge.

                         

                          BLAKE
           Why?

                          BATMAN
           In case we fail. Lead an exodus
           across the bridge. Save as many
           lives as you can.

                          BLAKE
           Don't you need me here?

                         

                          BATMAN
           You've given me an army. Now go.
          Blake nods. Turns to leave. Stops.

           142.

                         

                          BLAKE
           Thank you.

                         

                          BATMAN
           Don't thank me yet.

                          BLAKE
           I might not get a chance later.

                         
          Batman nods. Blake disappears into the night.

                         

          EXT. GOTHAM STREET - CONTINUOUS

          Gordon checks the metal box. Puts it under his coat. Nods at
          his men, hiding in the doorways. Checks his GPS...

                         

          EXT. ALLEY - NIGHT

          Batman leads Catwoman to a rusty old container. He opens it,
          revealing the Bat-Pod. Catwoman's eyes light up.

                          CATWOMAN
           Oh, you shouldn't have...
          She hops on, feeling the controls.

                         

                          BATMAN
           The mid-town tunnel's blocked by
           debris, but the cannons give you
           enough firepower to make a path for
           people.

                         
          Catwoman marvels at the controls...

                          BATMAN
           To start it, you -

                         

          VARROOOM!

                          CATWOMAN
           I got it.

                         

                          BATMAN
           We've got forty-five minutes to
           save this city -

                          CATWOMAN
           No, I've got forty-five minutes to
           get clear of the blast radius,
           because you don't stand a chance
           against these guys.

           143.

                         

                          BATMAN
           With your help I might.

                         
          She shakes her head.

                          CATWOMAN
           I'll open that tunnel, then I'm
           gone.

                         
          He looks at her.

                          BATMAN
           There's more to you than that.
          She stares back at him. Facade slipping a touch.

                         

                          CATWOMAN
           Sorry to keep letting you down.
          He says nothing. She looks at him, imploring.
           Come with me. Save yourself. You
           don't owe these people anymore -
           you've given them everything...

                          BATMAN
           Not everything. Not yet.

                         
          Batman turns. Catwoman watches him go. Then fires up the
          bike and takes off.

                         

          EXT. STREETS LEADING TO SOUTH TUNNEL - NIGHT


                         
          Catwoman tears along on the Bat-Pod. She pulls up at the
          tunnel entrance blocked by stacked vehicles.

                         

          EXT. DOWNTOWN STREETS - DAWN


                         
          The army of Cops stands at the low end of the street. At the
          op is Bane's stronghold - City Hall. Men pour out of the
          building, forming up into an opposing line.
          A Cop wearing full dress blues steps forward. It is Foley.
          The silence is eerie... The numbers look evenly matched -
          until two Tumblers arrive.

                          VOICE

                          (OVER LOUDSPEAKER)

           DISPERSE. DISPERSE OR BE FIRED

           UPON.
          The Cops look shaky, pale, but determined.

           144.

                         

                         

                          FOLEY
           There's only one police in this
           city.
          He steps forward. The line follows.

                         

                         

          EXT. CITY HALL - CONTINUOUS

          Bane stands in the colonnade. Watching.

                         

                          BANE
           Open fire.

                         

          EXT. STREET, DOWNTOWN GOTHAM - CONTINUOUS


                         
          The Tumblers FIRE into the line of Cops, THROWING men into
          the air, SCREAMING. The line of Cops is about to scatter -
          WHOOOSHHH. The Bat DROPS down in front of the Cops and
          BLASTS both Tumblers, FLIPPING them sideways. The Bat RISES
          and the cops run towards the Mercenaries, firing - until
          they are close enough to fight hand-to-hand. The street is
          filled with thousands of men in pitched battle.

                         

          EXT. STREETS LEADING TO SOUTH TUNNEL - CONTINUOUS

          Catwoman, hearing the distant battle, blasts the tunnel
          blockage...the dust settles. Her path is clear.

                         

          EXT. GOTHAM STREET - CONTINUOUS

          Gordon heard the fighting. Checks the box. Nervous.

                         

                          GORDON
           Come on, come on...

                         

          EXT. DOWNTOWN STREET - CONTINUOUS


                         
          Bane strides through the battle, taking out Cops left and
          right. A space clears - he is face the face with the
          Batman...

                         

                          BANE
           You came back. To die with your
           city.

                          BATMAN
           No. I came back to stop you.

           145.

                         

                         
          Bane leaps at Batman, smashing powerful blows into his head.
          Batman ducks, weaves and smashes his fists into Bane's side.
          Someone is watching from the window of City Hall - Miranda.

                         

                         

          EXT. GOTHAM STREET - CONTINUOUS

          The black truck rounds the corner. Gordon signals his man in
          a Greyhound bus - who pulls across the street. The truck
          smashes into the bus and stops. Gordon and his men swarm in,
          blasting at the Guards. Gordon opens the back - empty. No
          bomb. Wrong truck.

                          GORDON
           That's impossible... Come on! Cut
           over to Fifth!

                         
          They sprint for the next parallel avenue...

                         

          INT. REACTOR PLANT - CONTINUOUS


                         
          Fox hurries into the reactor - starts throwing switches...

                         

          EXT. ST. SWITHIN'S HOME FOR BOYS - CONTINUOUS

          Blake leads the boys out of the home - points down the
          street.

                          BLAKE
           Knock on doors, spread the word -
           the bomb's going to blow! Get out
           by the South Street tunnel, or over
           the bridge! Do two blocks, then get
           back to the bus!
          The boys race down the street. Father Reilly climbs into the
          bus.

                         

                         

          EXT. DOWNTOWN STREETS - CONTINUOUS

          Batman and Bane fight, Batman pushing Bane back - a Tumbler
          roars between them, separating them. Batman chases after.

           146.

                         

                         

          INT. LOBBY, CITY HALL - CONTINUOUS

          Bane SMASHES backwards through the door, Batman on him.
          Batman POUNDS Bane against the marble floor. Mercenaries
          guarding Miranda move towards them -

                         

                          BANE
           Stay back. He is mine -
          Bane SMASHES Batman's head - moves in for the kill, but
          Batman SMASHES Bane to the ground, RIPS sideways across the
          tubes of Bane's mask with the blades of his forearm. Bane
          bellows, thrashing in AGONY. Batman holds him down with a
          hand on his throat - searches him with his free hand.

                          BATMAN
           Give me the trigger! You'd never
           give it to an ordinary citizen -
          Bane's thrashing calms as he stares at Batman through
          pain-soaked eyes...gasping through his broken mask for
          relief.

                         

                          BANE
           I broke you. How have you come
           back?

                          BATMAN
           You thought you were the only one
           who could learn the strength to
           escape?
          Bane looks at Batman, curiosity behind his pain.

                         

                          BANE
           I never escaped - R's al Ghl

                          A U
           rescued me. That is why I must
           fulfill his plan. That is why I
           must avenge his murder.

                         

                          BATMAN

                          (CONFUSED)
           The child of R's al Ghl made the

                          A U

                          CLIMB -

           MIRANDA (O.S)
           But he is not the child of R's al

                          A
           Ghl...

                          U
          Batman flinches, frozen as Miranda leans into his ear...

           147.

                         

                         

                          MIRANDA
           I am.
          Miranda has a knife through Batman's suit, into his ribs...
           And though I am not 'ordinary', I
           am a citizen...

                         
          She pulls out the trigger...

                         

          EXT. FIFTH STREET - CONTINUOUS


                         
          Gordon spots the second black truck moving down the street.
          His men pull in front, slowing it. Gordon jumps into the
          back. The truck accelerates - Gordon drops, hanging on to
          the bumper, struggling with the box, trying to turn it on...

                         

                         

          INT. LOBBY, CITY HALL - CONTINUOUS

          Batman cannot move to defend himself. He has Bane by the
          throat, but Miranda has her knife in his side -

                         

                          MIRANDA/TALIA
           My mother named me Talia before she
           was killed. The way I would've been
           killed if not for my
           protector...Bane.

                         
          INSERT CUT: the child, Talia, makes eye-contact with the
          Protector, then leaps. Down below, Prisoners swarm over the
          protector, ripping the muslin from his face. Bane looks up
          at Talia, says one quiet word -

                          BANE
           Goodbye.
          Then is overrun.

                          TALIA
           I climbed out of the pit...
          INSERT CUT: Young Talia stands by the hole looking out at
          the landscape...
           I found my father and brought him
           back to exact terrible vengeance -
           but by that time...the prisoners
           and the doctor had done their work
           to my friend...my protector...
          Talia reaches up to touch Bane's mask.

           148.

                         
          INSERT CUT: the League of Shadows descend into the prison -
          at their head, R's al Ghl. They slaughter prisoners. Then

                          A U
          stop. R's al Ghl has found Bane, bandaged.

                          A U

                         

                          TALIA
           The League took us in. Trained
           us...

                         

                         

          INT. TEMPLE, LEAGUE OF SHADOWS - DAY

          Bane in a prototype mask, stands on logs, blocking blows
          from men with sticks.

           TALIA (V.O.)
           But my father could not accept
           Bane.
          R's al Ghl watches Bane training. Turns away.

                          A U

                         

                         

          INT. LOBBY, CITY HALL - CONTINUOUS

          Talia looks into Bane's eyes as she holds the knife in
          Batman's side.

                          TALIA
           He saw only a monster who could
           never be tamed. Whose very
           existence was a reminder of the
           hell he'd left his wife to die in.
           He excommunicated Bane from the
           League of Shadows. His only crime
           was that he loved me. I could not
           truly forgive my father...
          Talia looks at Batman, cold.
           Until you murdered him.

                         

                          BATMAN
           He was trying to kill millions of
           innocent people -

                          TALIA
           'Innocent' is a strong word to
           throw around Gotham, Bruce. I honor
           my father by finishing his work.
           Vengeance against the man who
           killed him is simply a reward for
           my patience...

                         
          Talia twists the knife in Batman's side.
           You see, it's the slow knife...the
           knife that takes its time, the

                          (MORE)

           149.

                         

                          TALIA (CONT'D)
           knife that waits years without
           forgetting, then slips quietly
           between bones...that's the knife -
          Talia arms the trigger...
           - that cuts deepest.
          She hits the button - nothing.

                         

                         

          EXT. FIFTH STREET - CONTINUOUS

          A light on the metal box is blinking. Gordon hangs on -

                         

                         

          INT. LOBBY, CITY HALL - CONTINUOUS

          Talia turns, furious.

                          BATMAN
           Your knife may have been too
           slow...
          A Mercenary steps forward -

                          MERCENARY
           The truck's under attack -
          Talia looks around, mind racing.

                          TALIA
           Gordon. (To Batman.) You gave him a
           way to block my signal. No matter -
           (Looks at watch.) He's bought
           Gotham eleven minutes. (Shouts at
           Mercenary.) Prepare a convoy. We
           must secure the bomb until it
           detonates.
          Talia jumps to her feet. Bane grabs a shotgun from a
          Mercenary - points it at Batman.

                          TALIA
           Not yet... I want him to feel the
           heat. (To Batman.) Feel the fire of
           twelve million souls you failed.
          Talia reaches up to Bane's mask, reconnects his tubes,
          tenderly.
           Goodbye, my friend.
          Bane nods at her, slowly. Talia moves out with the
          Mercenaries.

           150.

                         

                         

          EXT. CITY HALL - CONTINUOUS

          Talia gets into a Tumbler with a Mercenary. Three Tumblers
          pull out in convoy, blowing anything out of the way - cars,
          cops.

                         
          Foley stands in the road, firing his sidearm. Talia's
          Tumbler SMASHES him out of the way.

                         

          INT. LOBBY, CITY HALL - CONTINUOUS


                         
          Bane grabs Batman, throws him into the floor - checks the
          rounds in the barrels.

                          BANE
           You'll have to imagine the fire -

                         
          He shuts the gun - jams it into Batman's face.
           We both know I need to kill you
           now.
          He squeezes the trigger. BLAMMM! Bane is blasted across the
          lobby by cannon fire.
          Catwoman is there, on the Bat-Pod.

                          CATWOMAN
           The whole no-guns thing? I don't
           feel as strongly about it as you
           do.

                         

          EXT. GOTHAM BRIDGE - CONTINUOUS


                         
          Blake pulls up to the barricade, leads the kids off,
          marching them up the bridge, Father Reilly at the rear. A
          Uniform shouts through the loudhailer -

                          UNIFORM
           Stay there! What are you doing?!

                          BLAKE

                          (PULLS BADGE)
           Blake, MCU - I'm getting these boys
           to safety -

                         

                          UNIFORM
           Safety?! You're gonna get us all
           killed. Anyone crosses this bridge
           they blow the city -

           151.

                         

                         

                          BLAKE
           It's gonna blow anyway. We need
           this bridge open right now.

                          UNIFORM
           No one leaves the island. Orders -

                          BLAKE
           Whose orders? Bane's?

                          UNIFORM
           Police Department's.

                          BLAKE
           Haven't you heard the shooting? The
           Batman's battling it out with Bane

                          -

                         

                          UNIFORM
           The Batman's dead. Look, Officer -

                          BLAKE
           It's Detective -

                         

                          UNIFORM
           Well, Detective, you take one more
           step, we have to shoot you. Two
           more steps, we have to blow the
           bridge.

                         

                          BLAKE
           (to the boys)
           Wait for me back at the bus.
          The Boys walk back down the bridge...

                         

                         

          EXT. DOWNTOWN STREETS - CONTINUOUS

          Talia's convoy surrounds the black truck. Tumblers off each
          flank, protecting the bomb as it counts down...

                         

          INT. LOBBY, CITY HALL - CONTINUOUS

          Batman looks at Catwoman.

                         

                          BATMAN
           I need you on the ground, me in the
           air, we have to force that convoy
           east, to the entrance to the

                          REACTOR -

           152.

                         

                         

          EXT. CITY HALL - MOMENTS LATER

          Catwoman roars down the steps on the Bat-Pod.

                         

          INT. BLACK TRUCK - CONTINUOUS


                         
          Gordon climbs into the back of the truck - the bomb is
          there, heating up. He looks at the countdown - nine
          minutes...

                         

                         

          EXT. GOTHAM BRIDGE - CONTINUOUS

          Blake turns back to the Uniform.

                          BLAKE
           Your orders are out of date! The
           situation's changed! Listen, I'm a
           cop like you. And I'm walking out
           there. Please don't shoot me.
          Blake walks. Shots ring out at his feet. He keeps walking...

                         

                         

          EXT. GOTHAM STREETS - CONTINUOUS

          The Bat descends on the convoy, Catwoman approaches on the
          ground. A rolling battle ensues. Catwoman targets the rear
          of the Tumblers, Batman swings the Bat in low at the
          junctions, trying to force the convoy east...
          The Tumbler's gun turrets swing around onto Catwoman. She
          swerves to avoid heavy fire.

                         

                         

          EXT. GOTHAM BRIDGE - CONTINUOUS

          Blake continues to walk, ignoring the warning shots.

                          UNIFORM
           Son-of-a-bitch! (To his partner.)
           Blow it! Before he reaches the line

                          -
          His partner arms the detonator. Uniform shouts at Blake -

                         

                          UNIFORM
           Get down! We're blowing the bridge!
          As Blake looks, disbelieving, the bridge in front of him
          blasts upwards in a massive fireball. Blake dives backwards.

           153.

                         

                         

          EXT. GOTHAM STREETS - CONTINUOUS

          The Bat blasts away in front of the convoy, making a huge
          crater in front of a Tumbler and trapping it, rear in the
          air. Catwoman dodges around it, uses the Bat-Pod cannons to
          take out another Tumbler... The countdown ticks away...seven
          minutes.

                         

          INT. REACTOR PLANT - CONTINUOUS


                         
          As Fox fires up the reactor something catches his eye -
          something is wrong...

                         

          EXT. GOTHAM BRIDGE - CONTINUOUS


                         
          The smoke clears, Blake sees the impossible gap.

                          BLAKE
           You idiots! You sons of bitches!
           You're killing us!!

                         

                         

          INT. BLACK TRUCK - CONTINUOUS

          Gordon climbs out the back of the truck but is immediately
          strafed by gunfire from the Tumblers. He dives back inside,
          moves to the front of the trailer - looks at the bulkhead,
          gauging the driver's position. Starts firing blind through
          the bulkhead -

                         

          INT. CAB, BLACK TRUCK - CONTINUOUS


                         
          Bullets fly through the cab. The driver takes one, falls
          forward, dead. Talia takes the wheel - bullets keep coming.

                         

          EXT. GOTHAM BRIDGE - CONTINUOUS


                         
          Blake races back. Father Reilly has the boys in a huddle,

                         PRAYING -

                          BLAKE
           Father! Get the boys on the bus -

                         

                          FATHER REILLY
           But there's nowhere to go, son.

           154.

                         

                         

          EXT. GOTHAM STREETS - CONTINUOUS

          The Bat spins down in front of the black truck, forcing it
          into a hard right turn...

                         

                         

          INT. TRUCK - CONTINUOUS

          Talia watches the navigation screen.

                          TUMBLER DRIVER

                          (OVER RADIO)
           They're trying to force us onto

                          GRAND -

                          TALIA
           Pushing us to the entrance of the
           reactor. They're going to try and
           reconnect the core.

                          TUMBLER DRIVER

                          (OVER RADIO)
           Can they?

                         
          Talia smiles.

                         

          INT. REACTOR PLANT - CONTINUOUS


                         
          Fox runs to a ladder. Alarms sound. As he hits the ladder he
          turns. A massive rumble builds - water SMASHES into the
          reactor, flooding in from both directions.

                         

          EXT. GOTHAM STREETS - CONTINUOUS


                         
          Catwoman comes up behind the lead Tumbler. She blasts it
          again and again - it flips diagonally into the path of the
          black truck, causing the truck to lurch onto its side. Both
          vehicles careen into the mouth of the tunnel.

                         

                         

          INT. REACTOR PLANT - CONTINUOUS

          Fox loops his arm around a rung of the ladder and braces as
          a wave smashes into him, painfully...

           155.

                         

                         

          EXT. TUNNEL ENTRANCE - CONTINUOUS

          Gordon jumps out of the truck, opening the rear doors to
          expose the glowing core. Catwoman pulls up on the Bat-Pod.

                          GORDON
           Give me a hand!
          The Bat lands at the tunnel mouth. Gordon moves in to try
          and grab the core but it is too hot.
           Let's get a cable on it and drag it
           out! Come on, we're almost there -
          Laughter. Gordon turns. Talia, lying half out the truck.
          Dying.

                          TALIA
           Fox showed me how to operate the
           reactor core. Including the
           emergency flood -

                         

          INT. REACTOR PLANT - CONTINUOUS


                         
          Fox pulls himself above the rising whitewater -

                         

          EXT. TUNNEL ENTRANCE - CONTINUOUS


                         
          Gordon looks down at Talia. Batman is at his side.

                          TALIA
           There is no way to stop this bomb.
           Prepare yourselves... (Looks up at
           Batman.) My father's work is done.

                         
          Talia smiles as her eyes flutter closed. Gordon turns -
          Batman is at the core, plunging his hands into the heat to
          attach a hoist from the Bat.

                          GORDON
           What're you doing?

                          BATMAN
           Two minutes. I can fly it out over
           the bay...

                         
          Catwoman is at his side as he works.

                          CATWOMAN
           Rig it out to fly over the water,
           then bail -

           156.

                         

                         

                          BATMAN
           No autopilot.
          She takes this in. He stands to face her.

                          CATWOMAN
           You could've gone anywhere. Been
           anything. But you came back here.

                          BATMAN
           So did you.

                         

                          CATWOMAN
           I guess we're both suckers.
          She puts her arms around his neck. Kisses him. Batman moves
          to the Bat, Gordon alongside.

                         

                          GORDON
           So this is the part where you
           vanish, only this time you don't
           come back?

                         
          Batman opens the canopy.

                         

          EXT. GOTHAM BRIDGE - CONTINUOUS

          Blake grabs at the smallest boys, shoving them onto the bus.

                         

                          BLAKE
           Come on! On the bus!

                          FATHER REILLY
           What're you doing?

                         

                          BLAKE
           Protection from the blast -

                          FATHER REILLY
           It's an atom bomb -!

                         
          Blake turns on Father Reilly, furious.

                          BLAKE
           You think they need to hear that in
           their last seconds? You think I'm
           going to let them die without hope?

           157.

                         

                         

          EXT. TUNNEL ENTRANCE - CONTINUOUS

          Gordon puts a hand on Batman's arm.

                          GORDON
           I never cared who you were -

                         

                          BATMAN
           And you were right.

                          GORDON
           But shouldn't the people know the
           hero who saved them?

                          BATMAN
           A hero can be anyone. That was
           always the point.

                         
          Batman sits into the cockpit, then looks again at Gordon.
           Anyone. A man doing something as
           simple and reassuring as putting a
           coat around a little boy's
           shoulders to let him know that the
           world hadn't ended...
          The canopy closes - and as the Bat fires up Gordon remembers

                         -
          INSERT CUT: Gordon, in his uniform, wraps the overcoat
          around the Young Bruce's shoulders, his eyes reassuring,
          loving.
          Gordon looks up to the cockpit -

                          GORDON
           Bruce Wayne?
          - but is dusted by downdraft as the Bat RISES. Gordon LEAPS
          out of the way as the core is dragged along and out of the
          tunnel mouth.

                         
          The Bat struggles with the weight of the smoking core... A
          building is in the way - Batman fights the controls but
          there's no power to get over it.

                         

                         

          EXT. GOTHAM BRIDGE - CONTINUOUS

          Blake shouts into the bus -

                          BLAKE
           Heads down! Heads down, now!

           158.

                         

                         

                          FATHER REILLY
           Blake, they need to make their
           peace.
          Blake turns to him, furious.

                         

                          BLAKE
           They're children! They have no
           peace to make -
          An EXPLOSION from downtown Gotham. Blake looks across,
          startled, turns to the children on the bus.
           Get down! This is it!
          The smallest of the boys stares through the window past
          Blake.

                         

                          LITTLE BOY
           No. That's Batman!
          Blake turns to see the Bat thundering out of the heart of
          Gotham, trailing smoke, the core hanging from it. It curves
          dangerously close to the bridge before heading for the mouth
          of the river...the bay...the ocean...
          Until a point of light fires into an enormous nuclear BLAST
          - wind and light and dust blowing VIOLENTLY but harmlessly
          over the bridge, the tunnel mouth, all of Gotham...

                         
          As the nuclear dawn fades over Gotham, and we see its
          inhabitants start to raise their heads, and helicopters and
          boats converge on the island, we hear a voice. Jim Gordon.

           GORDON (V.O.)
           'I see a beautiful city and a
           brilliant people rising from this
           abyss...'
          Blake pulls out his badge. Throws it into the river.

                         

           GORDON (V.O.)
           'I see the lives for which I lay
           down my life, peaceful, useful,
           prosperous and happy...'

                         

                         

          EXT. GARDENS, WAYNE MANOR - DAY

          Gordon is reading from A Tale of Two Cities. Opposite is
          Fox, arm in a sling, and Blake, grim. Another figure is
          there, whose face we do not yet see...

           159.

                         

                         

                          GORDON
           'I see that I hold a sanctuary in
           their hearts, and in the hearts of
           their descendants, generations
           hence. It is a far, far better
           thing that I do, than I have ever
           done...'
          Gordon closes the book, looking down at Bruce Wayne's grave.
           'It is a far, far better rest that
           I go to than I have ever known.'

                         
          Gordon looks up at the figure standing across from him...
          Alfred. Tears streaming.
          Fox places a gentle hand on Alfred's shoulder, then leaves.
          Gordon and Blake follow. Alfred, alone with the Wayne
          family, turns to the grave beside Bruce's - the grave of
          Thomas and Martha Wayne.

                          ALFRED
           I'm so sorry. I failed you. You
           trusted me, and I failed you.
          And the old man's shoulders begin to shake with sobs.

                         

          EXT. FRONT ENTRANCE, WAYNE MANOR - CONTINUOUS


                         
          Gordon nods at Lucius. Blake is at Gordon's side.

                          GORDON
           Can I change your mind about
           quitting the force?

                         

                          BLAKE
           No. What you said about structures.
           About shackles. I can't take it.
           The injustice. (Gestures at
           gardens.) I mean...no one's ever
           going to know who saved an entire
           city.

                          GORDON
           They know. (Off look.) It was
           Batman.

           160.

                         

                         

          EXT. PLAZA, DOWNTOWN GOTHAM - DAY

          Gordon, on a platform with dignitaries, watches a statue
          being unveiled. The curtain parts: Batman, immortalized in
          granite. We move in on the stone face...

                         

           VOICE (V.O.)
           Mr. Wayne's will was not amended to
           reflect his more modest estate...

                         

                         

          INT. LAWYER'S OFFICE - DAY

          The voice belongs to Wayne's lawyer, addressing a small
          group.

                          LAWYER
           Nonetheless, there are considerable
           assets to dispose of... The
           contents of the house are to be

                          SOLD -
          He glances up to see someone slip into the room - Blake.

                         

                         

          EXT. WAYNE MANOR - DAY

          Movers carefully bring artworks and furniture out of the
          house, watched by a solitary figure. Alfred.

                         

           LAWYER (V.O.)
           - to settle the estate's accounts.
           The remainder is left in its
           entirety to Alfred J. Pennyworth...

                         

                         

          INT. LAWYER'S OFFICE - DAY

          Blake shifts. Out of place. The Lawyer continues.

                          LAWYER
           The house and grounds are left to
           the city of Gotham, on condition
           that they never be demolished,
           altered, or otherwise interfered

                          WITH -

           161.

                         

                         

          EXT. WAYNE MANOR - DAY

          Different movers carry bunk beds into the huge house.

           LAWYER (V.O.)
           And that they shall be used for one
           purpose, and one purpose only...
          A schoolbus pulls up. Father Reilly shepherds children
          towards the house. The children look up at the house,
          wide-eyed.
           The housing and care of the city's
           at-risk and orphaned children.
          A sign reads:

          THE MARTHA AND THOMAS WAYNE HOME FOR CHILDREN

                         

                         

          INT. LAWYER'S OFFICE - DAY

          People file out as the Lawyer stands.

                         

                          LAWYER
           My clerk will help anyone with the
           smaller correspondences and
           instructions...
          Blake approaches the Clerk. She smiles.

                         

                          BLAKE
           Blake, John.

                          CLERK

                          (CHECKS LIST)
           Nothing here.
          Blake realizes, offers her his driving license.

                          BLAKE
           Try my legal name.

                         
          The Clerk glances at the license. Checks.

                          CLERK
           Yup, here it is.

                         
          She reaches down behind the desk, sorting through various
          items, and hands him a sports bag. Blake takes it, curious.

                          CLERK
           You should use your full name. I
           like that name... Robin.

           162.

                         
          Blake smiles, embarrassed. Leaves.

                          LAWYER
           Any word on the missing item?

                          CLERK
           No, not yet.

                          LAWYER
           Well, they'd better leave no stone
           unturned... We can't just put a
           string of pearls on the manifest as
           'lost'.

                         

                         

          INT. APPLIED SCIENCES - DAY

          Fox stands in front of the second camouflage rotor. Two
          Techs are examining the controls in the cockpit.

                          TECH 1
           Why worry about the stabilization
           software? This whole autopilot
           system's obsolete -

                          FOX
           Please, I just need to know what I
           could've done to fix it.

                          TECH 2
           But Mr. Fox, it's already been
           fixed. (Typed on panel.) Software
           patch...six months ago.

                          FOX

                          (CONFUSED)
           Check the user ident on the
           patch...

                         
          Tech 2 types some more keys. Looks surprised.

                          TECH 2
           Huh. Bruce Wayne.

                         
          Fox turns away from the rotor, an idea starting to form...

                         

          EXT. WOODS - DAY

          Blake sits in his car looking at a GPS device, puzzled.
          Beside him, the sports bag, open. In it is a piece of paper
          with coordinates, on top of some climbing rope and shackles.
          Blake gets out of the car with the bag. Follows the GPS into
          the trees.

           163.

                         

                         

          EXT. CAF, FLORENCE - DAY

          Alfred, paper under his arm, heads to his usual table. Sits.

                          WAITER
           Lei e solo?

                         

                          ALFRED
           Si, Fernet Branca, per cortesia.

                         

                         

          EXT. WOODS - DAY

          Blake finds a large waterfall... He checks his GPS,
          confused. Stares at the waterfall. Reaches for the climbing
          gear...

                         

                         

          EXT. MCU - NIGHT

          Gordon steps onto the roof with his pile of arrest
          reports...

                         

                         

          EXT. CAF, FLORENCE - DAY

          As Alfred sips his drink, he glances up at a couple at the
          next table. Strangers. Alfred looks back down...

                         

                         

          INT. CAVE - DAY

          Moving in on the waterfall from inside... Blake bursts
          through, landing painfully on the shale inside. he gets to
          his feet, moving cautiously into the cave...

                         

                         

          EXT. MCU - NIGHT

          Gordon bangs his files against the air duct, straightening
          them. He stops. Sees something. The searchlight...fixed.
          Gordon runs his fingers across a brand new, steel Bat
          symbol... He looks up into the night...

                         

          INT. CAVE - DAY


                         
          Blake lights his torch...then ducks, crouching, as THOUSANDS
          of SCREECHING creatures descend. BATS...

           164.

                         

                         

          EXT. CAF, FLORENCE - DAY

          Alfred folds his paper. Pulls out his money, then stops,
          seeing...across the tables, a familiar couple... Bruce
          smiles at Alfred, who nods. Bruce turns back to the pretty
          brunette in pearls. Selina. Alfred pays his bill, content.

                         

                         

          INT. CAVE - DAY

          Blake lifts his head, FEELING the bats all around him...
          Blake RISES, and is SWALLOWED by the darkness of their wings
          and we -

          FADE OUT.

          CREDITS.

                         

          THE END.



Dark Knight Rises, The



Writers :   Jonathan Nolan  Christopher Nolan
Genres :   Action  Crime  Thriller


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