BATMAN 2


                         Screenplay By Sam Hamm









                                                        FIRST DRAFT









     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS.
     THEY HAVE BEEN REMOVED FOR THIS SOFT COPY.

     NOTE ALSO: THE HARD COPY OF THIS SCRIPT WAS IN THE NON-
     PREFORMAT FONT "BOOKMAN OLD". THIS HAS BEEN CHANGED TO
     PREFORMATTED TEXT FOR THIS SOFT COPY.










     EXT. GOTHAM SQUARE - DUSK

     It's finally happened.  Hell's frozen over.

     Christmas is two weeks off, arid SNOW is falling in Gotham.
     Beneath its pristine white blanket, the city looks
     uncharacteristically serene -- almost inviting.  Peace has
     been miraculously restored: strangers wave hello.  Salvation
     Army Santas ring their bells on streetcorners.  And now, as
     night falls, an ILLUMINATED SIGN winks on above Broad Avenue:
     "JOYEUX NOEL GOTHAM -- Only 16 Shopping Days Left Till
     Christmas."

     The streets are bustling with jolly shoppers.  At a souvenir
     store, we find an exasperated MOM squabbling with her seven-
     year old.  Like many other storefronts in Gotham, this one is
     overflowing with bootleg BATMAN MERCHANDISE: t-shirts, key
     chains, ceramic figurines.  The kid is already wearing a
     Batman baseball cap and a little black cape, but he obviously
     wants more.

     Mom drags him off past another store window, this one full of
     SCRAP METAL, with a sign reading "AUTHENTIC FRAGMENTS OF THE
     BATWING -- $19.95 and up."  A PANHANDLER is perched at the
     entrance.  Beneath his array jacket is a grubby sweatshirt
     with the familiar yellow-and-black logo.  In Gotham this
     winter, Batmania is everywhere...

     EXT. GOTHAM SQUARE - LATER THAT NIGHT

     Two hours later, the SNOWSTORM's grown into a full-fledged
     blizzard.  The drifts are two feet deep and the streets are
     all but empty of cars.  A massive SNOW PLOW the size of a
     Panzer tank rumbles past, FILLING THE FRAME...

     ...and revealing, as it passes, a group of CAROLERS, all
     bundled up in mufflers and parkas.  Unbothered by the weather,
     they walk the street singing, spreading cheer and goodwill to
     the few passersby.

     They've just gone into a lovely a capella rendition of "Silent
     Night" when an oversized DELIVERY TRUCK, outfitted with snow
     chains, clanks slowly past in the wake of the plow.  Its sides
     are decorated with cartoon igloos advertising a popular ice
     cream snack -- POLAR BARS -- oddly inappropriate for this time
     of year.

     A streetcorner SANTA, with bell and bucket, WAVES at the truck
     as it rounds a corner.  The CAROLERS carol.  Then --

     -- a VIOLENT EXPLOSION rocks the street -- followed by the
     sound of AUTOMATIC GUNFIRE and a high, wailing SECURITY ALARM.

     EXT. SCHRACH AND CO. - THAT MOMENT - NIGHT

     Around the corner there's CARNAGE on the streets.  The windows
     have blown out of Gotham's leading jewelry store.  Gut-shot
     SECURITY GUARDS stagger and go face down in the snow as
     ROBBERS, dressed in white camouflage gear, clamber out through
     the shattered glass with SACKFULS OF LOOT.

     CAROLERS spill around the corner to see what's going on, but a
     spray of GUNFIRE sends them scattering in panic.  The POLAR
     BAR truck pulls even with the jewelry store, and as it does...

     The REAR DOORS open.  A RAMP slides down from the back of the
     truck.  The ROBBERS scramble aboard, and mere seconds later
     SLIDE out AGAIN -- riding atop five SKIDOO SNOWMOBILES.

     SIRENS HOWL.  A POLICE CAR appears, taking the corner just a
     trifle too fast -- FISHTAILING on the icy street and plowing
     into a drift.

     INT. SQUAD CAR - THAT MOMENT - NIGHT

     The COPS gun the engine, but their wheels are spinning in the
     snow -- no traction.  They're about to climb out and give
     chase on foot when, through the windshield, they see the
     Salvation Army SANTA...

     ...HOISTING AN AK-47 AND FIRING DIRECTLY AT THEM.  The
     windshield disintegrates and the COPS sink from view as SANTA
     races off to the last of the snowmobiles, which is already
     burdened with LOOT.

     EXT. STREET - THAT MOMENT - NIGHT

     MORE SQUAD CARS converge on the jewelry store -- but it's
     difficult to carry on a high-speed pursuit when the snow's a
     foot deep and the best you can do is 6 MPH.  The COP CARS skid
     to a halt, blocked by the rumbling SNOWPLOW.  By now, of
     course, the LOOTERS are gone -- scooting off on either side of
     the plow, sticking to the snowy sidewalks.

     EXT. STREETS - A MOMENT LATER - NIGHT

     SNOWMOBILES glide across the sidewalks, sending the few hardy
     souls who are out on the streets DIVING FOR COVER.  A couple
     of DERELICTS are cowering behind a fire hydrant, trying to
     avoid getting run over.  Every time they poke their heads out,
     another SKIDOO whizzes past, missing them by inches.

     The ROBBERS fan out in various directions.  These guys are
     obviously going to get away clean -- unless...

     The DERELICT points up at the night sky, where a BEACON is
     blazing in the darkness -- THE BLACK SILHOUETTE OF A BAT...

     INT. POLICE CAR - THAT MOMENT - NIGHT

     MORE SIRENS.  A COP takes a radio call as he streaks down the
     long wide avenue which borders Gotham Park -- one of the few
     streets which is relatively clear.  The COP at the wheel goes
     wide-eyed and nudges his partner in disbelief.

     Before their eyes, FIVE SNOWMOBILES appear from the cross
     streets up ahead and CONVERGE at the entrance to Gotham Park.
     Bringing up the rear is SANTA CLAUS.

                               COP
               What the hell -- ?

     EXT. ENTRANCE TO PARK - THAT MOMENT - NIGHT

     BRAKES SQUEAL.  Several squad cars are now massed at the
     entrance to the park -- but there's one problem.  The city's
     snow plows don't operate on the park roads -- and the entrance
     is blocked off with SAWHORSES reading "CLOSED TO TRAFFIC."  A
     huge steep drift prevents them from entering -- and so all
     they can do is stand by helplessly, WATCHING as the
     snowmobiles vanish into the trees.

     The COPS race about like headless chickens, trying to concoct
     a plan.  A couple of them are trying to scale the stone walls
     of the park.  Another is at his car, barking into a radio
     mike:

                               COP WITH MIKE
               Yeah, you heard me.  Snowmobiles!
                    (pause)
               So what do we do?  Chase 'em on foot??

     ALL EYES TURN at the blare of a horn.  The COPS peer down the
     long corridor of the cross street -- and see a STRANGE BLACK
     VEHICLE barreling toward them at 90 MPH, with no intention of
     stopping...

     THE BATMOBILE!!  COPS dive left and right.  A split-second
     later...

     ...a FORTY-FOOT JET of NOVA-INTENSITY FLAME erupts from the
     front of the jet-black supercar -- instantaneously DISSOLVING
     the drift that blocks the entrance to the park -- turning the
     ice and snow on the paths before it into water!

     The BATMOBILE screams past in the wink of an eye.  The COPS
     get to their feet; cold as it is, they're sweating.  One of
     them mops his brow and announces, dumfounded:

                               COP I
               ...That was Batman.

                               COP II
               NO SHIT!!

     COP II yanks COP I into the nearest squad car, and the others
     follow suit.  ENGINES REV.  As long as the BATMOBILE's cleared
     a path, they might as well join in the chase...

     EXT. BRIDLE PATH - THAT MOMENT

     TWO BURLY TEENAGERS -- both dressed in RED BERETS and PARKAS
     with BLACK BATMAN SWEATSHIRTS visible underneath -- are
     trudging along the path when they're STARTLED by a pair of
     speeding SKIDOOS.  Moments later, they spot a RED GLOW on the
     horizon...

     ...and their JAWS DROP as the BATMOBILE roars into view,
     BURNING OFF THE SNOW IN ITS PATH.  Thrilled beyond words, they
     WHOOP WITH GLEE, slapping high-fives as the car streaks past.

     INT. BATMOBILE - ON BATMAN - THAT MOMENT

     His face is weirdly illuminated by the flame still spitting
     from the front of the car.  Cool as ever -- approaching the
     chase as a simple problem in logic -- he checks a radar
     display on his dashboard and sees FIVE BLIPS.

     EXT. PARK - ON SQUAD CARS - THAT MOMENT - NIGHT

     The cops follow along in BATMAN's path.  The lead car LOSES
     CONTROL and plows headlong into a drift.  The DRIVER jams the
     pedal, but his rear wheels end up digging a deep rut in the
     ice.  He sits there cursing, pumping the accelerator as other
     COPS race past him on foot.

     INT. BATMOBILE - ON BATMAN

     The various ROBBERS have spread out, their vehicles BOUNDING
     over the hilly terrain of the park.  He spots two of them up
     ahead; as he draws closer, they PART WAYS, veering off to the
     left and right...

     ANGLE ON BATMOBILE - MOVING

     PODS OPEN on the front fenders, and MISSILE LAUNCHERS rotate
     into place.  The Batmobile fires a pair of HEAT-SEEKING
     TORPEDOS, which BURROW into the snow on either side and
     disappear.

     ANGLE ON LEFT SNOWMOBILE - MOVING

     The DRIVER looks back over his shoulder and sees what appears
     to be a BLACK SHARK FIN plowing through the snow behind him,
     GAINING FAST.  He takes evasive action, but the SHARK FIN
     always seems to follow.  Just as he approaches the crest of a
     hill...

     ...the TORPEDO slams into the rear of the SNOWMOBILE.  The
     force of impact knocks the ROBBER cleanly off.  His LOOT lands
     in the snow beside him, but the SNOWMOBILE keeps going --
     sailing over the crest of the hill and striking the rocks
     beyond with a deafening EXPLOSION.

     ANGLE ON RIGHT SNOWMOBILE - MOVING

     This ROBBER's a little smarter than his buddy.  When he sees
     the shark fin on his tail, he noses his snowmobile off into a
     GROVE OF TREES.  The trees are too closely spaced for the
     torpedo to maneuver; it strikes the nearest tree trunk and
     explodes harmlessly.

     The ROBBER is feeling good about himself, because the
     Batmobile can't follow either.  But BATMAN has a Plan B.  As
     he drives alongside the grove, he HITS THE ACCELERATOR,
     passing the snowmobile on its left.  A STEEL SPIKE attached to
     a cable launches from the side of the Batmobile and WEDGES
     ITSELF into a distant TREE.

     The cable goes taut, and the tree TOPPLES -- directly into the
     path of the second SNOWMOBILE.  The vehicle crashes into the
     trunk, and the hapless ROBBER goes cartwheeling head-over-
     heels into a drift.

     In the distance, COPS appear -- racing to the scene on foot,
     ready for mop-up duty.  BATMAN kills the flamethrower, hits
     the brakes, and FISHTAILS, doing a quick 180 on the snow.
     He's just spotted fresh quarry: snowmobiles three and four,
     whizzing over a rolling white pasture in the distance.

     EXT. PARK - THAT MOMENT

     We're at a makeshift CAMPSITE -- where a cluster of HOMELESS
     PEOPLE are burning refuse in a garbage can to keep warm.  They
     look on in puzzlement as the two SNOWMOBILES whiz past and
     disappear over a crest of a hill...

     EXT. LAKEFRONT - ON SNOWMOBILES #3 AND #4

     They bounce down the hillside and SKID -- arriving at the edge
     of a frozen-over LAKE.  With the roar of the Batmobile behind
     them, the two DRIVERS get the same idea simultaneously.
     Smiling, they rev their engines and set out over the surface
     of the lake.

     Now the Batmobile crests the ridge.  The car's weight tips
     suddenly and it begins to skid down the hill toward the lake.
     BATMAN sees what's happening and kills the flamethrower just
     in time -- but he can't brake the car on the snowy slope.  The
     prow of the Batmobile slides out onto the edge of the lake --

     -- and under its weight, the ICE begins to crack.  The left
     front tire takes a sudden dip -- and worse yet, the car is
     sliding forward.

     INT. BATMOBILE - ON BATMAN

     He shifts frantically from drive to reverse, trying to rock
     the car out of its predicament, but his rear wheels find no
     purchase.  He can hear the ice cracking beneath him.
     Grimacing, he throws a switch on the dashboard --

     EXT. LAKE - ON BATMOBILE

     -- and the trunk pops open.  An industrial-strength GRAPPLING
     HOOK shoots upward and digs in at a point beyond the crest of
     the hill; and a concealed WINCH ASSEMBLY begins to grind away,
     hauling the Batmobile uphill, out of danger.

     INT. BATMOBILE - ON BATMAN

     Suspended just above the icy lake, he sees the SNOWMOBILE
     vanishing into the distance.  He opens (yet another) panel on
     the dashboard...

     EXT. LAKE - ON SNOWMOBILES #3 AND #4

     The ROBBERS give each other a big thumbs-up.  They're almost
     halfway across the lake now and the Batmobile is disabled.
     All at once they hear a strange WHISTLING overhead...

     Fireworks?  No, it's a THERMITE BOMB -- rocketing past them,
     hitting the ice some forty feet ahead and EXPLODING GAUDILY.
     JAGGED CHUNKS OF ICE break free and SHIFT in the frigid water
     -- and the ROBBERS are skidding into the drink before they
     know what's hit them.

     ANGLE ON SNOWMOBILE #5 - MOVING

     The last of the robbers is SANTA CLAUS -- his big sack filled
     not with toys, but precious stones.  He approaches the edge of
     the park, negotiating his way through a maze of rocky
     outcroppings.  He squirts out from behind a boulder into a
     clearing...

     ...and GASPS in PANIC as a SEARING BURST OF FLAME erupts
     behind him.  The BATMOBILE speeds out from the other side of
     the boulder; SANTA twists his accelerator, desperately trying
     to build up speed.

     As it is, he's barely managing to stay ahead of the
     flamethrower.  But the jet of flame suddenly DIES; the HOOD of
     the Batmobile rises half a foot --

     -- and TWIN PROJECTILES launch into the air.  A heavy NET is
     strung between them -- and it lands SMACK ON TOP OF SANTA
     CLAUS, entangling the snowmobile and stopping him in his
     tracks.

     Immobilized, he watches through the net in horror as the
     Batmobile barrels down.  When the great black machine is
     almost atop him --

     -- it stops on a dime six inches from his heavily-padded
     frame.

     EXT. ENTRANCE TO PARK - A MINUTE LATER - NIGHT

     The COPS are spread out near the entrance.  They've rounded up
     the other ROBBERS and returned most of the loot.  They hear a
     dull ROAR in the distance...

     ...and a few seconds later the BATMOBILE streaks into view,
     dragging the NET behind it -- SANTA, his loot, and his
     snowmobile, all tied up in one tidy parcel.

     At the entrance to the park, the NET detaches itself from the
     Batmobile, dumping SANTA into the hands of the waiting COPS.
     Without stopping, the BATMOBILE roars out of the park and
     vanishes whence it came.  A mildly-humiliated COP turns to his
     colleague and SHRUGS:

                               COP I
               ...Merry Christmas.

     The second COP points to SANTA, still struggling in the net.

                               COP II
               Gift-wrapped and everything.

                                                       DISSOLVE TO:

     EXT. CITY HALL - DAY

     TV MINICAM CREWS are camped out on the steps of City Hall,
     with a sizable crowd watching from the street.  COMMISSIONER
     GORDON is reading from a prepared statement.

                               GORDON
               After a high-speed chase -- over $750,000
               in precious jewels were recovered intact
               by the police force -- working in concert
               with Batman.

     At the sound of Batman's name, a CHANTING goes up in the
     crowd:

                               VOICES IN CROWD
               TAKE BACK THE STREETS!  TAKE BACK THE
               STREETS!  TAKE BACK THE --

     GORDON winces and lets out a sigh.  The CHANTERS are a group
     of pugnacious, well-muscled KIDS, late teens and early
     twenties, all dressed in identical garb: black Batman
     SWEATSHIRTS and little red Guardian-angel BERETS.  They're
     obviously members of the same club -- just like the guys we
     saw in the park.

     GORDON waits for them to shut up, but they don't; so he grabs
     the mike and speaks slowly and distinctly, trying to be heard
     over the din.

                               GORDON
               I would like to stress -- that while this
               city enjoys a special relationship with
               Batman --
                    (louder)
               -- we do not condone vigilantism --
                    (practically screaming)
               -- IN ANY FORM.

     It's no use.  He's totally drowned out by the RED BERETS, who
     continue to shout and shake their fists.  Giving up, he
     returns the mike to a REPORTER and marches up the steps in a
     huff.  The RED BERETS CHEER.

                                                            CUT TO:

     INSERT - TELEVISION SCREEN

     The evening news: a live, on-the-spot interview from Gotham
     Square.  A superimposed GRAPHIC identifies a surly kid in a
     RED BERET as "MIKE SEKOWSKY -- SPOKESPERSON -- ORDER OF THE
     BAT."

                               SEKOWSKY
               And hey!  Where does this --
                    (BLEEP; expletive deleted)
               -- Gordon get off calling us ?
               We're not breakin' any laws.  We're a
               group of concerned citizens, that's all --
               just like Batman.

                               WOMAN IN CROWD
               You people are nothing but hoodlums!

                               SEKOWSKY
               Hey, lady -- we're out here on patrol
               riskin' our necks to protect old biddies
               like you.
                    (into mike)
               If this lame-o Gordon could do his job --

     MORE CATCALLS from the crowd.  The picture jumps suddenly as a
     minicam is jostled; some sort of SCUFFLE appears to be
     breaking out.  Before it does, CAMERA PULLS BACK from the TV
     screen, placing us in:

     INT. WAYNE MANOR - KITCHEN - NIGHT

     where ALFRED THE BUTLER is watching the Sekowsky interview
     with extreme dismay.  As he trims the crusts from a pair of
     hearty watercress sandwiches, he SLICES HIS FINGER OPEN.

     ALFRED makes a pained face -- it's all Sekowsky's fault.
     Onscreen, the fracas continues; SEKOWSKY has recommandeered
     the mike...

                               SEKOWSKY (on TV)
               We're provin' that the spirit of Batman is
               alive in this city.  We're gonna take back
               the streets!

     SEKOWSKY raises a fist.  Behind him, his CRONIES begin to
     chant: "TAKE BACK THE STREETS!  TAKE BACK THE STREETS!"
     Incensed, sucking on his finger, ALFRED moves to the TV and
     flicks it off.

     He turns on the radio in search of something more soothing.
     "Good King Wenceslas" pipes through the manor; smiling, ALFRED
     sets the sandwich plate alongside a steaming kettle on a
     Sterling silver tea service.

     INT. BRUCE'S LIBRARY - THAT MOMENT - NIGHT

     The CAROL CONTINUES UNDERNEATH as ALFRED, white linen draped
     over one forearm, sets the tea tray down on his master's big
     mahogany desk.  He digs in his pocket for a key and unlocks a
     side drawer.

     The drawer contains a stack of yellowed, aging NEWPAPER
     CLIPPINGS -- among them one which reads "THOMAS WAYNE
     MURDERED: Prominent Doctor, Wife Slain in Robbery.
     Unidentified Gunman Leaves Child Unharmed."  ALFRED digs
     around beneath the clippings and finds a concealed SWITCH at
     the rear of the drawer.

     Gears grind, and a sectional bookcase detaches itself from the
     wall -- sliding out a couple of feet to reveal a STONE
     STAIRWAY which descends into darkness...

     INT. BATCAVE - A MOMENT LATER - NIGHT

     Descending the stone stairs, ALFRED arrives in the Batcave.
     "Good King Wenceslas" is on the speakers down here as well.
     Across a catwalk the BATMOBILE rests on its little plateau,
     wrapped in a tarp.

     ALFRED clears some space on a lab table and sets the tea
     service down.  He glances up at the bank of video monitors and
     sees SEKOWSKY, still babbling, on several channels
     simultaneously.  He scans the cave, but there's no trace of
     BRUCE.

                               ALFRED
               Sir?  -- MASTER BRUCE??

     As if in response, BATS screech and flutter in the distant
     recesses of the cavern.  ALFRED turns suddenly and sees BRUCE
     behind him, suspended from a thin filament wire, RISING OUT OF
     A BOTTOMLESS ABYSS.

                               BRUCE
               I'm not deaf, Alfred.  I hear you.

     He's wearing his civvie -- tweed pants and cashmere sweater --
     but he's got the utility belt, with its spring-action reel,
     buckled about his waist.  Clutching a bundle, he hangs in
     midair for a moment, dangling over the void.  ALFRED slowly
     regains his composure:

                               ALFRED
               I took the liberty of preparing tea.
                    (indicating tbe monitors)
               I take it you've been watching the news?

     BRUCE, still dangling, glances up at the SEKOWSKY interview
     and nods.

                               BRUCE
               Yeah...lot of crazy people in this world.

     BRUCE rocks back and forth to build up momentum.  He kicks off
     on the nearest stone outcropping, lands gracefully on the
     Batcave floor, and unbuckles his belt.  Preoccupied, he drops
     his mysterious bundle on the lab table: a roll of black
     fabric, and a cluster of lightweight, hollow ALUMINUM RODS,
     connected by what appears to be SURGICAL TUBING.

                               ALFRED
               I should inform you...Christmas is
               approaching, and we've received our annual
               solicitation from the Fireman's Toy Fund.
                    (eyeing the equipment)
               If I may inquire...?

                               BRUCE
               Oh, yeah.  Watch this.

     BRUCE hits a trigger on a tiny gas canister attached to the
     tubing.  The tubing inflates and the rods spring erect --
     stiffening, wing-like, into something which looks remarkably
     like the skeleton of an umbrella.

                               ALFRED
               Most ingenious, sir.  What exactly  it?

                               BRUCE
               What does it look like?

                               ALFRED
               To the untrained eye, sir, it looks
               remarkably like...the skeleton of an
               umbrella.

     Sounds good.  BRUCE eyes his new invention, thinks it over,
     smiles slyly.

                               BRUCE
               Good guess, Alfred.  That's exactly right.

     BRUCE hits the trigger, and the rods WILT with a hiss.  He
     sits at his lab table; ALFRED unfolds a napkin on his lap,
     pours a cup of tea.

                               ALFRED
               Splendid, sir, and if I may say, I'm glad
               you're putting your time to such
               productive use.
                    (beat)
               Now -- the Toy Fund.  Our contribution
               last year was a half-million dollars...

                               BRUCE
               We can do better than that.

                               ALFRED
               Then there's the foster-parents program...
               the Gotham homeless crusade...

     BRUCE nods abstractedly and tucks into his sandwich.  He seems
     oddly preoccupied -- not exactly melancholy, but his thoughts
     are obviously a million miles away.  ALFRED looks on,
     concerned:

                               ALFRED (cont.)
               Is something troubling you, sir?

                               BRUCE
               Yeah...the holidays, I guess.  Always gets
               me thinking about...
                    (he changes the subject)
               And to tell you the truth, I'm a little --
               concerned about Vicki.

                               ALFRED
                    (anxiously)
               Miss Vale, sir...?

                               BRUCE
               Yeah.  I've been thinking about it lately.
               Thinking about it a lot...
                    (gravely; shaking his head)
               ...and I still can't figure out what to
               get her for Christmas.

     BRUCE shoots ALFRED a solemn, perplexed look -- and ALFRED
     heaves an audible sigh of relief as we

                                                            CUT TO:

     INT. PRISON CELL - DAY

     TIGHT ON a stack of COOPS and CAGES, piled high against a bare
     concrete wall.  Each cage -- and there are at least two dozen
     of them -- contains a twittering BIRD: starlings, pigeons,
     cardinals, titwillows...

     CAMERA PULLS BACK from the bars of the cages to reveal a VERY
     ODD FIGURE in prison greys.  A CANARY, perched on his
     shoulder, SINGS HAPPILY as he stands in front of a grimy,
     cracked mirror, plastering back his hair, BUFFING HIS NAILS
     with quick, birdlike strokes.

     MR. BONIFACE is beak-nosed, epicene, and so fat that it seems
     his skin should burst; the adjective that comes to mind is
     "obscene."  Despite his eccentric appearance, he comports
     himself with overblown, theatrical dignity.  Fastidious and
     preening, he does not suffer insults lightly.

     CAMERA PULLS BACK FURTHER -- through another set of bars --
     and we realize that MR. BONIFACE is himself caged.  A PRISON
     GUARD arrives to slide back his cell door...

                               GUARD
               Up and at 'em, Pengy.  -- Pengy?

     MR. BONIFACE pointedly ignores the GUARD, refusing to
     acknowledge the odious (if wholly appropriate) nickname.

                               GUARD (cont.)
               Boniface...

     MR. BONIFACE finally turns.  With an expression of extreme
     distaste, he affixes a MONOCLE over one eye, returns the
     canary to its cage and allows himself to be ushered out.

     INT. WARDEN'S OFFICE - DAY

     MR. BONIFACE and his ATTORNEY sit at a long table across from
     the WARDEN and the members of the PAROLE BOARD.

                               PAROLE OFFICER
               You want to return the money you stole.

                               BONIFACE
               Intact.  The map will show you where it's
               buried.

     The PAROLE OFFICER stares skeptically at a hand-scrawled MAP.

                               PAROLE OFFICER
               All of it.  Forty-two million dollars.

     MR. BONIFACE stares down humbly at the table -- as if he finds
     the mere mention of his transgression too embarrassing to
     bear.

                               PAROLE OFFICER II
               Why this sudden change of heart?

                               MR. BONIFACE
               Gentlemen, I want my debt to be repaid in
               full.  I want to be a part of civilized
               society!
                    (oozing sincerity)
               Prison life is not for me.  The guilt, the
               fear, the constant shame...one meets a
               disturbingly low class of people.

                               PAROLE OFFICER II
               Sure, but -- forty-two million dollars??

     MR. BONIFACE nods plaintively.  It's quite a perfomlance.  He
     dabs at his face with a handkerchief; it's hot in here, and
     he's the delicate type...

                               WARDEN
               His record's clean.  Thirteen years
               without an incident.

                               ATTORNEY
               I'd like to point out, my client's put his
               time to good use.  A student of
               ornithology...articles published in
               several respected journals...

     The PAROLE OFFICER thumbs through a stack of magazines: Bird
     World, Ornithological Review, Beaks And Feathers, Nest Egg.

                               MR. BONIFACE
               Birds, yes.  My only source of solace.

                               PAROLE OFFICER
               In light of this rather extraordinary
               gesture, I see no reason not to endorse
               your application for parole.

                               BONIFACE
               Thank you, sir.  You won't regret it.

     MR. BONIFACE shakes hands with the members of the PAROLE
     BOARD.  As the GUARDS escort him out, a BLACK MYNAH BIRD
     SQUAWKS LOUDLY from its cage in the corner of the office:

                               MYNAH
               CRIME DOES NOT PAY.  AAWWK!!  CRIME DOES
               NOT PAY.

     CHUCKLES all around.  On his way out the ATTORNEY gestures
     toward the mynah -- and BEAMS at the parole board:

                               ATTORNEY
               Personally trained by my client.

     INT. PRISON CELL - DAY

     Free time -- the cell doors are open and the convicts are
     milling around in the common area.  T-BONE, 220 lbs. of dumb,
     hulking beef, saunters up to his cell and finds his bunkmate,
     MR. BONIFACE, staring at a stack of EMPTY CAGES.  BONIFACE
     whirls on him suddenly, his face beet-red, APOPLECTIC WITH
     RAGE:

                               MR. BONIFACE
               -- Where are my birds?!?

                               T-BONE
               Shit, Pengy.  I let 'em go.

                               MR. BONIFACE
               Hermione.  My canary.  It's the dead of
               winter!

     T-BONE flops casually on his bunk, obviously enjoying MR.
     BONIFACE's profound distress.

                               T-BONE
               They were all cooped up.  With you leaving
               and all -- seemed like the humane thing to
               do.

     BONIFACE'S GAZE FALLS on a corner of the cell.  He spots a
     scattering of YELLOW FEATHERS -- a patch of FRESH BLOOD.  With
     a supreme effort of restraint, he turns and forces a smile...

                               MR. BONIFACE
               I see.  -- You might as well have this.  I
               won't be needing it...

     He tosses a SONY WALKMAN to T-BONE, who flicks it on.  The dim
     strains of CLASSICAL MUSIC are audible through the
     earphones...

                               T-BONE
               Well, thanks, Pengy.  No hard feelings.
                    (chuckling to himself)
               Y'know, I'm gonna miss that pudgy little
               ass of yours.

     T-BONE tunes the Walkman to a rock station, slips the headset
     on, grins from his bunk.  TWO GUARDS arrive.  As they escort
     him out, MR. BONIFACE mutters:

                               MR. BONIFACE
               You won't miss it long.

     EXT. PRISON - MAIN ENTRANCE - DAY

     It's fifteen degrees outside as MR. BONIFACE -- aka THE
     PENGUIN -- waddles forth from the prison gates, regally
     attired in cutaway and pin-stripes.  He pauses to inhale a
     deep lungful of the icy air; then, with a smile of
     exhilaration, he removes his coat and STRETCHES -- spreading
     his wings, REVELING in the cold.

     A STRETCH LIMO pulls up.  Two identically gaunt and vulture-
     like DANDIES, formally dressed, with bowler hats and
     umbrellas, step out to meet him.  These two gentlemen -- FRICK
     and FRACK -- serve as the Penguin's general factoti and
     "business managers."

                               FRICK
               Welcome back, Mr. Boniface.

                               PENGUIN
               Mr. Frick.  Mr. Frack.  Our years of
               planning are about to pay off.

     INT. LIMO - MOVING - DAY

     Now that he's loose, the PENGUIN's rapacious side is beginning
     to show.  His eyes twinkle with greed as he contemplates his
     own ingenuity.

                               PENGUIN
               I take it they found the money all right?

                               FRACK
               We buried it exactly as you specified.
               $42,271,009...

                               PENGUIN
               How much have we got left?

     FRICK reaches into his coat for a BALANCE SHEET.

                               FRICK
               Let's see -- an initial capitalization of
               42 million and change, compounded over
               thirteen years, at an annual return of
               just under sixteen percent --

                               PENGUIN
               Fine, fine.  How much?

                               FRICK
               Seventy-nine million.  -- Excluding the
               sum we buried.

     THE PENGUIN lets out a dry, heaving CHORTLE, midway between a
     normal laugh and a DUCK'S QUACK.  He checks his watch and
     reaches into his pocket for a small ELECTRONIC DEVICE.

                               PENGUIN
               Speaking of burials...

     EXT. PRISON YARD - DAY

     T-BONE on work detail.  He's got the Walkman on and he's
     shoveling snow to the beat.  He winces, and removes the
     headphones...

     The MUSIC he was listening to has been replaced by an eerie,
     high-pitched WHINE.  He's twisting the knob, trying to find
     the station he was tuned to, when a PIGEON dives down STRAIGHT
     AT HIS HEAD.

                               T-BONE
               HEY -- !

     He drops the shovel as the bird STRIKES, glancing off his
     head.  Before he can react, THREE MORE PIGEONS have swooped
     down at him, PECKING at his head and shoulders in a frenzy.

     He lets out a HOWL and staggers through the prison yard in a
     frenzy.  DOZENS of PIGEONS are pouring over the prison walls,
     SHRIEKING HIDEOUSLY, descending on him.  He falls to the
     ground screaming for help, but the other prisoners run like
     rabbits, terrified...

     By the time the GUARDS come racing across the courtyard,
     T-BONE's no longer even visible.  There's just a swarming,
     man-shaped mass of PIGEONS, pecking away, flapping their wings
     insanely.  Covering their faces as they move in, the GUARDS
     blow their whistles -- BEAT AT the pigeons with billy clubs.

     All at once, the PIGEONS take off en masse -- leaving T-BONE's
     mutilated corpse sprawled in the yard.  A GUARD notices the
     Walkman, picks up the earphones to listen, and hears nothing
     but ROCK MUSIC -- "Surfin' Bird" by the Trashmen.  Bird bird
     bird, bird is the word...

     EXT. ROAD - ON PENGUIN'S LIMO - MOVING

     An AERIAL VIEW of the LIMO as it cruises down the deserted
     road leading away from the prison.  It disappears from view --
     and all at once the frame is filled with PIGEONS, great
     squalling FLOCKS of them, dutifully following their master as
     he makes his way back to Gotham City.

                                                       DISSOLVE TO:

     INT. WAYNE MANOR - ENTRYWAY - NIGHT

     ALFRED opens the front door and finds a bundled-up VICKI out
     on the portico, red-cheeked, flushed, and happy.  She pulls
     him forward, gives him a quick peck on the cheek.

                               VICKI
               Guess what, Alfred.  I think I found a
               present for Bruce.

     She's got a long, skinny GIFT BOX propped up against the
     exterior wall.  At first it doesn't want to fit through the
     door -- it must be eight feet long -- but with ALFRED's help
     she gets it inside.  The faithful butler stares curiously at
     this odd-shaped gift...

                               VICKI (cont.)
               Skis.  -- Don't let on, okay?

                               ALFRED
               He won't hear a word of it from me.

                               VICKI
               He's such a nightmare to shop for.  --
               What do you get him year after year,
               Alfred?

                               ALFRED
                    (conspiratorially)
               I find you can't go wrong with
               surveillance equipment.  Let me put this
               under the tree...

                               VICKI
               Not so fast.

     She reaches into the pocket of her coat and pulls out another
     small gift.  ALFRED stares at the tag -- "TO ALFRED, LOVE
     VICKI" -- and tries to suppress a HUGE GRIN.

                               ALFRED
               Why, Miss Vale -- !

                               VOICE FROM BEHIND
               What's all this?

     ALFRED and VICKI turn.  It's BRUCE, dressed for dinner,
     marching down the long stairway in the entry hall.  VICKI
     waves frantically.

                               VICKI
               Don't look.  It's your present.

     VICKI rushes over to embrace him.  He gapes at the long skinny
     box --

                               BRUCE
               What'd you get me?  Kareem Abdul-Jabbar?

     VICKI frowns and gives him a kiss.  She nestles up against
     him.  WHISPERS in his ear:

                               VICKI
               I'm going to give you the happiest
               Christmas you've ever had.

     Still in the clinch, BRUCE shoots a look at ALFRED.  Taking
     the hint, ALFRED clears his throat and bends to pick up one
     end of the ski box.  He backs out of the entry hall, dragging
     the box before him...

                                                            CUT TO:

     EXT. GOTHAM PARK - NIGHT

     FIRES burn in garbage cans.  TENTS and LEAN-TOS dot the snowy
     landscape.  Men, women, and children wander aimlessly,
     huddling against the cold.

     An army of the HOMELESS has set up camp in Gotham Park.  On
     the nearby periphery, PICKETERS -- half concerned citizens,
     half down-and-outers -- are marching the sidewalks, keeping a
     candlelight VIGIL.  Hand-lettered placards read: "SAVE THE
     PARK."  "PARKS ARE FOR PEOPLE."  "THIS PARK IS OUR HOME."

     The source of the protest?  A towering SIGN posted in a corner
     of the park, announcing the imminent consuuction of a new
     luxury highrise -- the GOTHAM PARK TOWERS -- a project of Shaw
     Construction, Inc.

     A LAMBORGHINI sits at a traffic light nearby...

     INT. LAMBORGHINI - THAT MOMENT - NIGHT

     BRUCE and VICKI, dressed for dinner, stare out at the
     demonstration.

                               VICKI
               Homeless.
                    (beat)
               I was just down here Tuesday.  Seems like
               there's more every day.

     BRUCE starts to say something, but can't think of anything to
     say.

                               VICKI (cont.)
               Christmas time.  And they say there's over
               a thousand people living in the park
               already.

                               BRUCE
               -- Yeah.

     The light changes.  BRUCE throws the car into gear and -- at
     the next intersection -- turns the car right, into the park.

     EXT. PUB-IN-THE-PARK - NIGHT

     Despite the name, it's a tony little bistro catering to
     Gotham's elite.  A PANHANDLER, underdressed for the cold, has
     been hustling the customers as they come out; a couple of
     PARKING ATTENDANTS are trying to drag him discreetly away as
     BRUCE'S CAR pulls up.

     A VALET opens the car for BRUCE and VICKI, who look on in
     concern as the PANHANDLER gets the bum's rush.  The liveried
     DOORMAN shrugs apolagetically -- sorry for the inconvenience
     -- as they enter.

     INT. PUB-IN-THE-PARK - NIGHT

     Post-dinner.  VICKI's got a sheaf of PHOTOS spread out on the
     table in front of BRUCE -- shots of Gotham's HOMELESS, being
     forcibly evicted from slum dwellings, erecting their
     SHANTYTOWNS in Gotham Park.

                               VICKI
               They're already razing the tenements and
               SRO's downtown.  These people don't have
               anyplace else to go.
                    (beat)
               If the city starts selling off the park...

     BRUCE takes a good long look at his opulent surroundings.
     HUGE WINDOWS open on a serene and picturesque view of the
     park; CAMPFIRES flicker in the distance...

                               BRUCE
               -- Yeah.  I guess I'll pass on dessert.

                               VICKI
                    (taking his hand)
               Bruce, you do a lot more than most people
               even dream of.

                               BRUCE
               Sure.  Comes off the top of my taxes --

                               VICKI
               That's not what I meant.

     They exchange a long silent look.  Of course she's referring
     to Batman.  Still, the argument doesn't hold much water with
     BRUCE.

                               BRUCE
               -- What I "do" doesn't come close to the
               root of the problem, Vicki.
                    (long pause)
               I'm just a Band-Aid.

                               VOICE FROM BEHIND
               Bruce!  It's been ages!

     VICKI turns -- and rapidly closes her photo folder.
     Millionaire construction magnate RANDALL SHAW is in the
     restaurant table-hopping, and he's just glommed onto BRUCE.

                               BRUCE
               Randall.  You remember Vicki.  -- How's
               the construction business?

                               SHAW
               The park tower?  All systems go.  If we
               can get the junkies and winos cleared
               out...
                    (a big grin)
               Not too late to get in on the deal.

                               BRUCE
               I'll think about it.

                               SHAW
               Say, Walter Barrett's due back from
               Europe.  We should all get together at the
               club.
                    (clapping him on the shoulder)
               Nice to see you again,  Miss Veal.

     "Miss Veal" maintains a big phony smile as SHAW moves off to
     the next table.  She murmurs to BRUCE through clenched teeth:

                               VICKI
               What a pig.

                               BRUCE
               I've known him since he was seven years
               old.  He was a pig then too.

                               VICKI
               Now he wants to gobble up the park...
                    (shivering)
               Bruce -- isn't there something you can do
               about people like that?

                               BRUCE
               What, tie him up with a bat-rope?

                               VICKI
               No, you idiot.  I meant you.  Bruce.

     BRUCE nods -- oh, yeah.  Subtle distinction.

     INT. PUB-IN-THE-PARK - NIGHT

     BRUCE and VICKI emerge from the restaurant.  He hands his
     parking stub to a VALET.  A crowd's beginning to form in the
     lot outside...

     The red-and-blue bubble of a POLICE CAR is flashing a short
     distance off, near the entrance to the park.  TWO RED BERETS,
     in full Order-of-the-Bat regalia, look on as a recently-mugged
     WOMAN JOGGER gives her statement to the investigating COPS.

     BRUCE and VICKI, intrigued by the Batman-wannabes, move a
     little closer -- within eavesdropping range:

                               RED BERET I
               We were on patrol.  Saw the whole thing.

                               JOGGER
               I was attacked.  Three men in ski masks --

                               COP I
                    (indicating the RED BERETS)
               And these two broke it up?

                               JOGGER
               These two??  They ran like rabbits.  I
               never saw anybody take off so --

                               RED BERET II
               Hey!  Somebody had to go for the cops.

                               COP II
               You.  SHUT UP, all right??
                    (to the JOGGER)
               Lady, who was it that bailed you out??

                               JOGGER
               A kid.  Thirteen or fourteen tops.  He
               just came out of nowhere and -- tore into
               'em.
                    (shaking her head)
               It was so quick I didn't even see his
               face.

     Nearby, VICKI shoots a highly quizzical look at BRUCE, who
     responds with a mystified shrug.  Her professional curiosity
     piqued, she wanders over to introduce herself to the JOGGER.

     An exasperated COP leads the RED BERETS away from the crime
     site:

                               RED BERET I
               Dumb shit.  Shouldn'ta been jogging in the
               park at night anyway.
                    (sullenly)
               Look around you.  It's fulla bums.

     BRUCE gestures at the RED BERET's Batman sweatshirt as he
     passes.

                               BRUCE
               Nice outfit.

                               RED BERET I
               Piss off, geek.

                                                       DISSOLVE TO:

     EXT. WATERFRONT DISTRICT - NIGHT

     Snow blankets the abandoned warehouses rimming Gotham Harbor.
     FOGHORNS blare in the distance as a pair of STILETTO HEELS --
     totally inappropriate for the weather -- click across the
     sidewalk and pause at mid-block, where a wide wooden plank
     leads down from street level to a seedy hole-in-the-wall bar:
     the WHARF RAT.

     INT. WHARF RAT - NIGHT

     A roughneck joint, about as trendy as the average bait shack.
     The clientele consists primarily of surly types who are saving
     up for their next tattoo.  A TV over the bar is tuned to the
     late news:

                               ANCHORWOMAN
               ...and tomorrow, the city's power elite
               will be turning out in force to greet
               millionaire industrialist Walter Barrett,
               who returns to Gotham after a five-year
               stay in Europe...

     The BARTENDER switches to a hockey game, because none of the
     rowdies at the bar give a shit about Walter Barrett.  None,
     that is, except for a strapping young bruiser named RICKY, who
     gets up and makes his way to a pay phone in the corner.

     Moments later, the owner of the high heels enters; she opens
     her black fur coat and unwraps her muffler, revealing exotic,
     vaguely Eurasian features.  She's dark and elegant, fine-
     boned, regal of bearing -- and her name, though we don't know
     it yet, is SELINA KYLE.

     She's not the kind of girl who typically frequents the Wharf
     Rat, and so her entrance creates quite a stir.  A LONGSHOREMAN
     at the nearby pool table misses his shot and digs a rut in the
     felt.  Two blowsy WHORES size her up territorially as she
     finds an open stool at the bar and settles in with serene
     indifference.

     The regulars, of course, are all but licking their chops.  The
     only guy in the joint who hasn't noticed her yet is RICKY,
     who's still on the phone:

                               RICKY
               Yo.  Ricky here.  What's the haps?

     In mid-conversation he notices SELINA.  She smiles invitingly
     -- right at him.  Mildly startled, he smiles back.

                               RICKY (cont.)
               Midnight.  No sweat.  See you then.

     He hangs up eagerly.  Then, with a deep breath, he hitches up
     his pants and swaggers over to SELINA's end of the bar.

                               SELINA
               Well.  "Ricky," is it?

                               RICKY
               How'd you know that?

                               SELINA
               I heard you on the phone.  Talking to your
               girlfriend.

                               RICKY
               Girlfriend?  No, no.  That was business.

     SELINA makes a big show of peeling off her gloves.

                               SELINA
               If you've got time for a little pleasure
               ...maybe you'd like to buy me a drink.

     She clasps his hand.  His EYES BUG OUT.  Three enormous rings,
     a diamond bracelet -- there must be several thousand in rocks
     on her left hand alone.  RICKY gapes at the sparklers,
     bedazzled.

                               RICKY
               Jeez -- they look almost real.

                               SELINA
               Why wouldn't they be?

     RICKY is not the smoothest guy around, and his line of thought
     is all too evident.  He swallows hard and tries not to stare.

                               RICKY
               You'd have to be crazy.  Nobody'd wear the
               real thing to a dive like this.

                               SELINA
               Oh, they're real, all right.  So are
               these.

     She waves her FINGERNAILS -- long, polished, and talon-sharp
     -- in front of his eyes.  With lightning speed, before he can
     react, she pins his wrist to the bar -- and with one quick
     stroke carves a THIN BLOODY STRIPE in the back of his hand.

     SELINA's eyes flash as he gasps in shock.  He tries to jerk
     his hand away, but he can't break her grip.  Then -- her
     dominance firmly established -- she releases his hand with a
     coy, Cheshire-cat smile.

                               SELINA (cont.)
               Weren't we going to have a drink?

     He blinks, forces a chuckle, smiles unsteadily.  She takes his
     wounded hand, lifts it slowly to her mouth, and LAPS GENTLY at
     the blood.  RICKY is hypnotized.

     She's got an odd way of flirting, but RICKY finds it somehow
     -- intriguing.  He dabs at his hand with a napkin and signals
     to the BARTENDER.

                                                            CUT TO:

     EXT. WATERFRONT - PIER 31 - NIGHT

     Just after midnight; the snow's still failing, the waters are
     icy, and the wharfs are deserted -- almost.  A small STEAMBOAT
     is docked at Pier 31, and the deck is lined with THUGS --
     mean, ugly, and heavily armed.

     A similar contingent of gun-toting GOONS is waiting to greet
     them on the dock below.  The boys on the dock hoist ASSAULT
     RIFLES as the BOAT THUGS extend a gangplank.  Something major
     is about to happen...

     The CHIEF DOCK GOON gestures to his LIEUTENANT, who grabs a
     black MEDICAL BAG.  Hands raised, the two of them start up the
     gangplank.

     Throughout all this, the DOCK GOONS keep their guns trained on
     the BOAT THUGS, covering their buddies.  One of them turns to
     a colleague:

                               DOCK GOON I
               Where's that goddam Ricky?

                               DOCK GOON II
               Probably out gettin' laid.  And here we
               are freezin' our balls off...

     EXT. STEAMBOAT - ON DECK - THAT MOMENT - NIGHT

     The LIEUTENANT unloads chemical testing gear from his doctor's
     bag.  The lead BOAT THUG gestures to a stack of SHIPPING
     CRATES which rest atop a large NET spread out across the deck.

                               BOAT THUG I
               You pick.

     The CHIEF GOON selects a crate at random.  Two BOAT THUGS tip
     it on its side and, using a crowbar, pry off a FALSE BOTTOM --
     revealing a dozen packets of WHITE POWDER.

     POV SHOT - HIGH ANGLE - THAT MOMENT

     We're now watching the scene from a vantage point atop a
     ramshackle boathouse at water's edge.  Down on the deck of the
     steamboat, the LIEUTENANT goes to work testing the
     merchandise.

                               LIEUTENANT
               It's pure.

     REVERSE ANGLE - THAT MOMENT

     A BLACK SILHOUETTE is peering down from the boathouse roof.
     The mysterious watcher ducks quickly out of sight; the only
     details that register are a pair of ominously familiar POINTY
     EARS...

                               CHIEF GOON (O.S.)
               Let's do it.

     He gestures to his boys on the dock. A CRANE-AND-WINCH
     assembly rotates into place over the deck -- and the BOAT
     THUGS gather up the corners of the netting and attach them to
     the big hook.

                               BOAT THUG I
               Hold it.  Let's see the money.

     Down on the wharf, a DOCK GOON kneels beside a metal suitcase
     and opens it.  Lots of long green inside.  The BOAT THUG
     signals thumbs up, and the CRATES rise into the air as the
     goon with the suitcase starts up the gangplank.

     LOW ANGLE - ON GANGPLANK - THAT MOMENT

     The goon with the suitcase marches up.  Beyond him, in the
     distance, a LITHE BLACK SHADOW vaults off the boathouse roof
     and makes a silent, graceful landing on the long shaft of the
     CRANE.

     ANOTHER ANGLE - THAT MOMENT

     The moment of maximum tension: grim faces all around, everyone
     holding a gun on someone else as the suitcase arrives on deck
     and crane swings over the pier.

     ANGLE ON CRANE - THAT MOMENT

     Razor-sharp, CHROME-STEEL TALONS slash suddenly through the
     air.

     ON DOCK - LOW ANGLE - THAT MOMENT

     The netting GIVES WAY, and TWO DOZEN SHIPPING CRATES rain down
     onto the pier, CRUSHING two DOCK GOONS underneath.  The crates
     explode into splinters, littering the dock with drugs and
     random ART OBJECTS as the other DOCK GOONS scatter in panic.

     ON STEAMBOAT - THAT MOMENT

     Nobody knows quite what's going on.  Panicking, the GOON with
     the suitcase full of money turns tail and dives for the
     gangplank.  BOAT THUG I sees him and squeezes off a quick
     shot.  Winged, the GOON topples off the gangplank and hits the
     drink, suitcase and all.

     Pandemonium.  All at once, everyone's OPENING FIRE.  Thinking
     he's been double-crossed, BOAT THUG I turns on the CHIEF GOON
     and SHOOTS HIM TWICE at point-blank range.

                               BOAT THUG I
               YOU SON OF A BITCH!
                    (to another BOAT THUG)
               Go after it.  Get the money.  GO!!

     He raises his gun, and the second BOAT THUG dutifully obeys --
     diving off the deck into a hail of gunfire.  Everyone's
     ducking for cover.  BOAT THUG I barks orders at the
     pilothouse:

                               BOAT THUG I
               Soltar las amarras!  -- CAST OFF!!

                               ANOTHER BOAT THUG
               LOOK!

     BOAT THUG I whirls, just in time to see a SHADOWY FIGURE
     landing cat-like on the deck mere yards away.  Clad in inky
     black leather from head to toe, the intruder's face is
     concealed by what appears to be a BONDAGE MASK.  Studded, with
     openings for the eyes and mouth, it spans one incongruous
     touch: a pair of POINTED CAT EARS.

     She bares her teeth and HISSES.

     It's a woman.

     BOAT THUG I is momentarily mesmerized.  In the time it takes
     him to lift his gun, she's produced a CAT-O'-NINE-TAILS.  She
     SNAPS it at him: REELS HIM IN; and with one lethal stroke,
     RAKES her steel talons across his face and throat.  He slumps
     to the deck, lifeless.

     The other BOAT THUG rushes her; she catches him under the jaw
     with a sudden upthrust, LIFTS HIM INTO THE AIR, and sends him
     toppling into the water.

     The gangplank falls aside as the steamboat pulls away from the
     pier.  She hoists an abandoned ASSAULT RIFLE, SCATTERS the
     DOCK GOONS with a round of automatic fire, and VAULTS off the
     boat -- landing in a graceful crouch on the edge of the pier.

     Most of the DOCK GOONS have taken flight, but a few unlucky
     specimens remain behind.  She somersaults forward; takes one
     goon off his feet with a crack of the whip; knocks another off
     the dock with a twirling high-kick to the jaw; sends two more
     reeling with swift talon-slashes.  The whole frenzied mop-up
     action takes just under ten seconds.  Alone at last, she
     stands back to survey the scene.

     Counting the stiff's on the boat -- which is now receding in
     the harbor -- there must be well over a dozen dead.  The snow
     is speckled with red.  A half-dozen bodies lie sprawled in
     their own blood; one of them, the lone survivor, is face-down
     and softly MOANING.

     Retracting her steel claws, the MASKED WOMAN crouches amid the
     wreckage of the smashed shipping crates.  BINDLES OF WHITE
     POWDER -- millions of dollars' worth -- are scattered all
     about the pier, but she couldn't seem less interested.
     Instead, she's checking the MANIFEST NUMBERS stamped on the
     sides of the crates.

     She finds crate #18396-BB and rummages among its contents
     until she comes up with a carefully-wrapped parcel.  She opens
     it carefully and holds it up for inspection.  The statuette of
     a RAVEN -- carved from solid onyx -- glistens in the
     moonlight.

     The WOMAN pauses long enough to slip a small CARD in the
     MOANING PUNK's back pocket.  Then, cradling the raven under
     one arm, she dashes off on silent cat feet.

     A LANTERN approaches.  It's an OLD SALT -- some kind of
     hapless night watchman -- and his face goes bone-white at the
     sight of the carnage on the docks.  He kneels beside the
     moaning punk, turns the body over, and GASPS -- because the
     PUNK'S FACE has been CLAWED TO SHREDS.

                               PUNK
               Murcielago.  MURCIELAGO!!

                                                            CUT TO:

     INT. PENGUIN'S LAIR - NIGHT

     The unique chamber in which we find ourselves is alive with
     the flutter and song of COLD-WEATHER BIRDS -- dozens of them,
     all chirping, flitting about in the rafters, alighting on
     special perches mounted in the walls.

     At the center of this penthouse room is a vast sunken POOL.
     ARCTIC TERNS loll on the surrounding rocks as a LACKEY with a
     wheelbarrow empties cracked ice into the already-frigid water.
     Carefully landscaped, it looks like the penguin exhibit at the
     Gotham Zoological Gardens.

     A MASSIVE, INDISTINCT SHAPE glides beneath the surface.  It's
     not a whale; it's too pink.  It is, instead, the PENGUIN --
     and as he breaks the surface, sputtering, he sees FRICK
     standing in the open doorway.

                               FRICK
               Mr. Boniface?  Your...visitor has arrived.

                               PENGUIN
               Thank you, Mr. Frick.  Show her in.

     The PENGUIN moves to the edge of the sunken pool.  Two of his
     LACKEYS swivel a CROSSBAR, which hangs from the ceiling by a
     long chain, into place over his head.  He grasps it with both
     hands -- and the crossbar RISES, hoisting his formidable bulk
     out of the water.

     INT. HIGH-RISE - CORRIDOR - THAT MOMENT

     FRICK leads the VISITOR down a long corridor lined on either
     side with BIRD CAGES -- exotic songbirds with brilliantly-hued
     plumage.  CAMERA TRACKS ALONG behind her, and although we
     can't see her face, there must be something distinctively
     feline about her -- because the BIRDS are shrieking and
     fluttering in their cages, RECOILING INSTINCTIVELY as she
     strolls past.

     FRICK opens a door and ushers her into...

     INT. PENGUIN'S LAIR - A MOMENT LATER - NIGHT

     Our visitor -- SELINA KYLE -- enters the penguin-pool room.
     Her teeth begin to chatter.  The big bay windows have been
     thrown open, and SNOW is blowing in from outside. It's
     freezing in here.

     She sees the PENGUIN -- wearing a thin dressing gown and an
     APRON outfitted with SEED POUCHES -- scattering birdseed on
     the window ledge for the pigeons, totally oblivious to the
     cold.  He turns, throws his arms wide in greeting, kisses the
     back of SELINA's hand.

                               PENGUIN
               Ah, Miss Kyle!  At last we meet.

                               SELINA
               At last we meet.  -- Pigeons?

                               PENGUIN
               Yes, they're common birds -- dirty,
               stupid, unattractive -- but they're very
               obedient, and they do crap on people's
               heads.  May I?

     She extends a SHOPPING BAG.  The PENGUIN removes a parcel and
     unwraps it, revealing the RAVEN STATUETTE.  He sets it on a
     nearby desk, fondles it reverently...and BEAMS at SELINA.

                               PENGUIN (cont.)
               I see your reputation was not exaggerated.

                               SELINA
               I've located the others.  All but one.
                    (shivering)
               I'm surprised you don't catch
               pneumonia -- !

     With an apologetic smile, the PENGUIN pulls the windows shut.

                               PENGUIN
               My normal body temperature is ninety-two
               degrees.  Germs find me inhospitable.

                               SELINA
               I see why they call you the Penguin.

                               PENGUIN
               They may call me that...but rarely more
               than once.  Champagne?

     She nods.  He pours two glasses, hands one to SELINA, raises a
     toast.

                               PENGUIN (cont.)
               My dear.  Here's to the second biggest
               crime in the history of Gotham City.

                                                            CUT TO:

     INT. POLICE OBSERVATION ROOM - NIGHT

     COMMISSIONER GORDON and another cop, LT. EDDIE BULLOCK, are in
     darkened antechamber adjacent to an interrogation room.

                               BULLOCK
               It wasn't about the drugs.  Whoever it was
               left thirty kilos sitting on the docks.

     They're watching, through a two-way glass panel, as a
     terrified man with a heavily-bandaged face tells his story.
     It's the lone survivor of the dock massacre, JULIO, and his
     voice is audible over a concealed intercom:

                               JULIO (filter)
               Un silueta negra -- con colmillos, y
               garras -- el demonio.  El murcielago.
               MURCIELAGO!

                               GORDON
               What's that he keeps saying?

                               BULLOCK
               "Murcielago."  -- Bat.

                               GORDON
               Nonsense.  That dock looked like a
               slaughter-house.  Batman's never committed
               murder.

                               BULLOCK
               We did find this in his back pocket.

     BULLOCK hands GORDON a CARD.  It reads: "THOSE WHO FEED ON THE
     SOUL OF GOTHAM WILL SUFFER MY WRATH" -- and in lieu of a
     signature, there's a little black BAT-EMBLEM in the bottom
     corner.

     While GORDON's staring at it, a POLICEMAN pokes his head in:

                               POLICEMAN
               Commissioner?  We've got Barrett.

     INT. POLICE INTERROGATION ROOM - THAT MOMENT

     A cubicle down the hall.  The splenetic WALTER BARRETT,
     millionaire industrialist, is fidgeting in his chair as GORDON
     enters.

                               BARRETT
               Fine welcome.  These storm troopers of
               yours dragged me away from my coming-home
               party!
                    (beat)
               I'd like to know the meaning of this --

                               GORDON
               I'd like to know how thirty kilos of pure
               cocaine wound up concealed in your
               personal effects.

                               BARRETT
               Gordon -- I come from one of the oldest
               and most influential familles in Gotham.
               If you plan to accuse me of smuggling
               drugs, be my guest.
                    (long, menacing pause)
               I'll have your badge before you leave this
               room.

     GORDON weighs the threat.  He nods to the COPS in
     attendance...

                               GORDON
               Book the son of a bitch.

     GORDON storms out.  BARRETT jumps out of his chair, but the
     COPS restrain him.  Outraged, he bats their hands away...

                               BARRETT
               I believe I'm still entitled to a phone
               call.

                                                            CUT TO:

     EXT. DOWNTOWN GOTHAM - DAY

     VICKI with her camera, squeezing off snaps.  She's standing
     behind a SAWHORSE, part of a crowd of onlookers at a downtown
     DEMOLITION SITE.  SURVEYORS and HARDHATS bustle about in a
     VACANT LOT, a full city block in size, fenced off and strewn
     with rubble.  The only structure still standing is a lone,
     decrepit TENEMENT BUILDING; a WRECKING BALL is poised above
     it, ready to strike.

     A SIGN at one corner of the lot announces a forty-story OFFICE
     COMPLEX soon to be erected on this site by SHAW CONSTRUCTION,
     INC.  Down below is RANDALL SHAW HIMSELF, in necktie and
     hardhat, speaking into a WALKIE-TALKIE:

                               SHAW
               Come on!  Let's move it!  We're an hour
               behind as it is!!

     A few moments later, a CLUSTER OF PEOPLE emerge from the
     tenement building -- a mixed team of COPS and CONSTRUCTION
     GOONS who are forcibly removing a DESTITUTE FAMILY from the
     condenmed building.  VICKI watches angrily...

     HER POV - TELEPHOTO LENS

     A quick series of shots: the SQUATTERS wailing and struggling,
     clinging to the doorways, unwilling to leave.  Their few
     belongings are packed in a couple of CARDBOARD BOXES, which
     the cops heave rudely out onto the street.  Finally, the
     handcuffs and nightsticks come out...

     ANGLE ON SHAW - THAT MOMENT - DAY

     A SURVEYOR grabs SHAW by the arm and points out the woman
     taking photos in the crowd.  SHAW recognizes her instantly.
     His face turns into a mask of outrage -- as if he's been
     personally betrayed.

                               SHAW
               Jesus Christ, that's Bruce Wayne's bimbo!

     He makes eye contact with her.  VICKI stares back defiantly.
     He's about to stroll over and tell her off when a HARDHAT
     signals to him:

                               HARDHAT
               Phone call, Mr. Shaw.  Guy said it's
               urgent.

                               SHAW
                    (to tbe SURVEYOR)
               Hold the ball.  I wanna hear it crash.

     He climbs into the cab of a nearby TRUCK, where he picks up a
     CELLULAR PHONE.

     INTERCUT - BARRETT AND SHAW

     BARRETT's still in custody at the police station -- using his
     one phone call to contact the construction magnate.

                               BARRETT
               It's me, Randall -- Walter Barrett.  I
               want you to call my attorney.  That was my
               shipment they busted up last night.

                               SHAW
               Jesus, Walter, I --
                    (suddenly puzzled)
               Why are you calling me??

                               BARRETT
               It's worse than that.  Somebody took my
               raven.

     SHAW stares at the phone in horrified disbelief.

     ANGLE ON VICKI - THAT MOMENT

     SHE WATCHES as SHAW climbs out of the truck -- numb, in a
     daze.  He signals to the WRECKING BALL OPERATOR; a WHISTLE
     blows, and the great iron ball knocks a MAMMOTH HOLE in the
     facade of the tenement.

     SHAW doesn't even stick around to watch it.  He scurries off
     to his car at the end of the block.  VICKI, highly intrigued,
     gets it all on film...

     INT. GOTHAM GLOBE - CITY ROOM - DAY

     VICKI's in a huddle with the Managing Editor, SCHULTZ, showing
     him her PHOTOS -- SHAW orchestrating the eviction of the
     SQUATTER FAMILY.

                               SCHULTZ
               Great stuff, but we're looking at a
               shitfight with our beloved publisher.  He
               and Shaw...
                    (crossing his fingers)
               Old money sticks together.

     VICKI points to a photo of SHAW racing from the truck to his
     car.

                               VICKI
               I'd sure like to know what shook him up
               so.  He was out of there like a scared
               rabbit...

     Just then, a reporter -- WILK -- rushes up excitedly to
     SCHULTZ's desk.

                               WILK
               Got a blind tip from downtown.  You know
               that massacre on the docks?  Batman.

     VICKI reacts in astonishment.  SCHULTZ's jaw drops -- this is
     hot.

                               EDITOR
               Whoa!  Is this on the level?

                               WILK
               Cops even got a note.  "Those who feed on
               the soul of Gotham will suffer my wrath!"
                    (grinning; to VICKI)
               Sounds like your pal's cranked it up a
               notch.

     VICKI starts to protest, but thinks better of it.

     INT. WAYNE MANOR - ENTRY HALL - EVENING

     ALFRED opens the door.  A BANNER HEADLINE stares him in the
     face:

                   BATMAN IMPLICATED IN DOCK MASSACRE
               Industrialist Linked to Drug Smuggling Ring

     VICKI, who's holding up the afternoon paper for ALFRED's
     inspection, peeks out glumly from behind the masthead.

                               VICKI
               Seen the late edition?

                               ALFRED
               I'm afraid so, Miss Vale.  Master Bruce is
               sequestered in the cave.

     INT. BRUCE'S LIBRARY - A MOMENT LATER - EVENING

     On their way to the Batcave, ALFRED and VICKI pass through the
     library.  They pause in front of the television -- which is
     tuned to a PANEL SHOW, with various experts discussing the hot
     issue of the day.

                               ENVIRONMENTALIST (on TV)
               Walter Barrett's no saint.  His factories
               have been dumping poison into the air and
               water for years.  If he is mixed up with
               drugs...

                               PUNDIT (on TV)
               That's not the issue.  The issue is, do we
               entrust our public safety to some...masked
               vigilante.  Does Batman have a license to
               kill?

                               ALFRED
                    (shaking his head)
               Ah, the public.  Dishearteningly fickle.

     VICKI follows ALFRED out.  We HOLD on the TV as the CAMERA
     PANS OVER to the third guest on the panel, loudly demanding
     air time.  He's wearing a RED BERET and a BATMAN SWEATSHIRT:

                               MIKE SEKOWSKY (on TV)
               Yo, here's the tip, man.  Drug dealers are
               scum.  If Batman did wax these punks...SO
               WHAT?  They deserved it!  End of
               discussion.

     INT. BATCAVE - A MOMENT LATER - EVENING

     ALFRED and VICKI arrive; BRUCE gestures for them to keep
     quiet.  He's hunched over a TAPE RECORDER -- and COMMISSIONER
     GORDON'S VOICE is blaring from a nearby speaker...

                               GORDON (O.S.; filter)
               Anyone could've written that note.

     INT. GORDON'S OFFICE - THAT MOMENT

     GORDON's in conference with a number of CITY OFFICIALS --
     blissfully unaware that anyone might be eavesdropping.

                               CITY OFFICIAL I
               And I suppose anyone could've taken out a
               boatload of armed thugs.  A dozen men, Jim
               -- murdered in cold blood --

                               GORDON
               Before we forget, Batman's saved hundreds
               of lives!

                               CITY OFFICIAL II
               He's still a vigilante.  We don't know who
               he is, where he comes from, why he does
               it...

                               CITY OFFICIAL I
               Street punks are one thing, Jim.  This is
               Walter Barrett -- a personal friend of
               mine!

     As the conversation continues, CAMERA SLOWLY MOVES IN ON a
     COMPUTER TERMINAL in the corner.  We see the tiny TRADEMARK
     embossed on the CPU -- "WAYNE TECHNOLOGIES."

     INT. BATCAVE - THAT MOMENT - ON BRUCE

     as he LISTENS through his concealed bug.

                               CITY OFFCIAL II
               You've gotta bring him in, Jim -- at least
               for questioning.  It would sure help if we
               could get that mask off...

     BRUCE shuts the recorder off.  He turns to face ALFRED and
     VICKI --

                               BRUCE
               Ladies and gentlemen...I've been framed.

                                                            CUT TO:

     EXT. GOTHAM CITY - NIGHT

     The BAT-SIGNAL blazing in the night sky.  After a beat, the
     CAMERA TILTS DOWN to a cluster of EXCITED CITIZENS, who point
     and holler as the BATMOBILE streaks past.

     INT. SQUAD CAR - THAT MOMENT

     TWO COPS are parked in an alleyway, watching as the BATMOBILE
     whizzes past on the street.  The DRIVER pulls out behind it as
     the second COP grabs his radio mike...

                               COP
               One-delta-niner -- 10-80 on Riverview
               north-bound at 33rd -- 10-78, repeat
               10-78.

                               VOICE ON RADIO (filter)
               10-4, one-delta-niner -- that's a 10-37,
               repeat 10-37.  Backup on the way.

     EXT. STREET - ON BATMOBILE

     BARRELING TOWARD US on the street.  The SQUAD CAR gains behind
     it.  A SIREN HOWLS; a red-and-blue bubble begins to flash...

     The BATMOBILE makes a HAIRPIN TURN -- and ACCELERATES.

     OVERHEAD ANGLE - THE STREETS

     As the BATMOBILE rounds the corner and picks up speed, TWO
     MORE SQUAD CARS scream down the cross street, joining in the
     pursuit.  All at once THICK BLACK SMOKE billows from the back
     of the Batmobile -- ENVELOPING the police cars, BLINDING THE
     DRIVERS...

     EXT. STREET - THAT MOMENT - NIGHT

     TWO SQUAD CARS parked in a V-formation -- a makeshift
     roadblock.  ANXIOUS POLICEMEN mill about in front of them.
     They move into position as the BATMOBILE, still trailing
     smoke, rounds a corner and careens directly toward them...

     ANGLE ON BATMOBILE - THAT MOMENT

     The FRONT FENDER of the Batmobile detaches and EXTENDS itself
     from the body of the car.  It BENDS in the middle; WING-PANELS
     flip into place, forming an arrowhead-shaped COW-CATCHER.

     EXT. STREET - ON ROADBLOCK

     A SHRIEKING HORN BLARES.  The COPS see the Batmobile SPEEDING
     UP and dive for the sidewalk.  The COW-CATCHER slams into the
     SOUAD CARS, pushes them effortlessly aside, and cruises
     through the gap.

     As the PURSUING CARS emerge from the smoke cloud and follow
     the Batmobile through, we TILT UP to the roof of a nearby
     building --

     EXT. ROOFTOP - THAT MOMENT

     -- and realize that the Batmobile's on automatic pilot,
     because BATMAN's been on the roof all along -- watching the
     action with some dismay.

     His relationship with the Gotham PD appears to be on shaky
     ground.  He speaks into his voice-activated REMOTE CONTROL
     UNIT:

                               BATMAN
               Evasive.

     SIRENS HOWL below as he strolls across the rooftop, lost in
     thought.

                                                            CUT TO:

     INT. PENTHOUSE APARTMENT - NIGHT

     At this height, the SIRENS are a distant insect drone.  We're
     in the palatial digs of RANDALL SHAW, the construction
     magnate.  There's obviously money to be made in real-estate
     development -- because the walls are lined with art, and the
     floor-to-ceiling windows open on the most spectacular view in
     Gotham.

     At the moment, SHAW's posing casually in front of his new
     Brancusi -- which rests on a pedestal near the windows.  An
     UNIDENTIFIED WOMAN in a slinky black dress LOOKS ON, her back
     to the camera...

                               WOMAN
               It's a fake.

                               SHAW
               Hmm.  It cost me a half a million dollars.
               You're sure?

                               WOMAN
               Absolutely.  You see, I...happen to know
               where the real one is stashed.

     The WOMAN wanders out of frame as SHAW smiles, impressed.  He
     seems peculiarly nonchalant about the whole deal; at the
     moment, art is not the first thing on his mind.  CAMERA STAYS
     ON HIM as he pours two glasses of red wine and circles in on
     his mysterious guest.

                               SHAW
               I guess you'd know.  I have some "friends"
               in the art world.  They say that -- for
               certain hard-to-get items -- you're the
               one to call.

                               WOMAN (O.S.)
               How flattering.

                               SHAW
               They say for the right price...you could
               steal Michelangelo off the Sistine Chapel
               Wall.

                               WOMAN (O.S.)
               Mr. Shaw.  Do you believe everything you
               hear?

                               SHAW
               Oh, I'm not one to judge.  I admire people
               who take what they want.  I'm just curious
               how you do it.

     SHAW hands her the wine, and for the first time we see her
     face.  It's SELINA KYLE, perching seductively on the arm of
     the sofa...

                               SELINA
               I find that the old methods work best.

     Setting her wine down, flashing her patented Cheshire-cat
     smile, SELINA moves in on him -- and they go into a deep,
     passionate kiss.  Her long red nails dig into his back; SHAW
     drops his wine glass, which SHATTERS -- splashing red wine
     across the polished parquet floor.

     INT. PENTHOUSE - SHAW'S BEDROOM - NIGHT

     The action's gone horizontal.  SELINA, peeled down to a sheer
     lace teddy, is on the bed atop SHAW -- tickling his throat
     with quick, lapping kisses.  She rolls off suddenly; when he
     tries to sit up, she pushes him back down with a single
     finger.

     Sitting on the edge of the bed, she peels off her STOCKINGS,
     twisting them around into tight cords.  With a coy smile she
     runs her finger in a circle around SHAW's hairy chest -- and
     then, abruptly, knots one stocking tightly about his wrist and
     ties it off on the bedpost.

                               SHAW
               Hey, what are you doing -- ?

     He tries to break her grip.  She BACKHANDS him sharply across
     the face.

                               SELINA
               You're very inquisitive.  You'll just have
               to be disciplined.

     An EDGY SMILE spreads across his face as she binds his other
     hand to the bedpost.  None too quick, he's just caught on that
     all this is part of SELINA's kinky scene.  She crosses quickly
     to the bathroom --

                               SHAW
               You know, I've...I've never really done
               this kind of thing before.

     -- and reemerges wearing her CATWOMAN mask...which seems
     perfectly appropriate in this context.

                               SELINA
               I think people should indulge their
               fantasies.  Don't you?

     Now that he's all trussed up, she crosses the room and reaches
     into an oversized bag.  She withdraws an odd-looking chromium
     BRACE, slips it on over her wrist, and hits a trigger.  SIX-
     INCH STEEL TALONS snick into place.  SHAW's dopey smile
     fades...

                               SHAW
               Hey, what are those -- what are you --

     He lets out an awful, shrill SHRIEK as the camera WHIP PANS
     away from the bed to a Jackson Pollack on the wall nearby.  A
     SPRAY OF BLOOD spatters across it -- in an aesthetically
     pleasing way -- and the SHRIEK ends in a LOW GURGLE as we

                                                            CUT TO:

     INT. BUILDING LOBBY - A FEW MINUTES LATER - NIGHT

     A SECURITY GUARD is working a crossword at his booth near the
     entrance of the building.  Behind him, a bank of MONITORS show
     various empty hallways throughout the building.  He reaches
     for his coffee and sees a RED LIGHT flashing on a wall panel
     nearby.

     INT. SHAW'S PENTHOUSE - THAT MOMENT

     The penthouse is THROBBING with the clangorous sound of a
     BURGLAR ALARM.  SELINA is standing by an OPEN WALL SAFE --
     concealed behind a painting, which has been swung away on
     hinges -- and she's HOLDING HER EARS, wearing a look of
     complete exasperation: oh, shit.  The GUARD'S VOICE crackles
     over a nearby intercom:

                               GUARD (O.S.; filter)
               Mr. Shaw?  What's going on up there?  --
               Mr. Shaw?

     Furious with herself, she reaches inside the safe and extracts
     a BLACK RAVEN statuette -- identical to the one she took on
     the docks.  She slams the door shut and swings the picture
     back into place.

     EXT. STREETS - THAT MOMENT - NIGHT

     SIRENS echo in the streets.  SQUAD CARS make sudden turns and
     streak off toward SHAW's building.

     EXT. ROOFTOP - HIGH ANGLE - NIGHT

     Watching the cars from his rooftop vantage, BATMAN raises an
     ANTENNA mounted on his utility belt and cups one hand to his
     head.  An EARPIECE concealed inside his cowl gives him the
     police frequency:

                               DISPATCHER (O.S.; filter)
               -- possible 15 in progress, 188 E. 69th at
               Gotham Park West.  Move out.  It's Randall
               Shaw.  Repeat, all units --

     BATMAN's eyes widen.  He steps to the ledge and pulls a TINY
     METAL CYLINDER from his belt -- immediately recognizable as
     part of BRUCE's hydraulic umbrella-gizmo.

     But it's no umbrella.  When BATMAN thumbs the switch, his
     BLACK CAPE begins to SPREAD and RISE -- stiffening, expanding
     -- INFLATING itself into a pair of RIGID BLACK BATWINGS.

     He steps OFF THE LEDGE, INTO MIDAIR -- SOARING SILENTLY ACROSS
     THE STREET LIKE A HUMAN HANG-GLIDER as the cop cars cruise
     past far below.

     INT. SHAW'S BEDROOM - NIGHT

     There's an awful BANGING at the front door.  SHAW lies under
     the bloody sheets, hands folded, staring lifelessly up at the
     ceiling.  SELINA, now dressed in full Catwoman regalia, slings
     a lightweight KNAPSACK over her shoulders.  She picks up the
     nearest chair, RAMS IT through SHAW's plate-glass window, and
     clambers out onto the ledge outside.

     Ten seconds later the COPS burst in.  They rush to the bedroom
     -- spot the shattered window, the inert gory mass on the
     bed --

     -- but the real shock comes when they glance over at the wall.
     Painted there, in blood...is a big, red, dripping BAT.

                               COP
               JESUS!

     EXT. ROOFTOP - SHAW'S BUILDING - NIGHT

     Forty stories up.  The CATWOMAN, in a surefooted crouch, she
     scurries along the ledge -- SPRINGS at a cornice -- and in one
     lithe motion VAULTS UP onto the ROOF.  She scampers across the
     rooftops, dropping from one to the next with rope and tackle,
     like a mountain climber --

     -- until she reaches the building at the end of the block.
     Here she pauses to dig in her knapsack.  She pulls out a
     retractable HOOK at the end of a rope, swings it around,
     HEAVES IT at the rooftop across the street...

     EXT. STREET BELOW - LOW ANGLE - THAT MOMENT

     POLICE pile out of cars and race for the entrance, totally
     oblivious to the odd scene taking place overhead -- where the
     small, barely-visible figure of a WOMAN, clad entirely in
     black leather, is doing a TIGHTROPE WALK across the
     intersection.

     EXT. ROOFTOP - A MINUTE LATER - NIGHT

     The CATWOMAN bounds across snowy rooftops until she decides
     she's out of danger.  Then, weary and exhilarated, she drops
     to her knees; bathed in moonlight, she preens, stretches,
     emits eerie little purrs and hisses of pleasure.  She's just
     made a kill and her blood is running high, so she's stopped
     for a moment of Quality Time.

     She hears an odd crunching noise two roofs over.  Her whole
     body tenses and -- though her head doesn't move -- her eyes
     dart left.

     A CAPED SHADOW has just touched down at the end of a line.
     The gold BAT-EMBLEM on his chest is visible for the briefest
     of seconds before he steps back into the shadows.  She acts
     like she hasn't noticed...

     ...but a little smile flickers across her lips just the same.

     TIGHT ON BATMAN - THAT MOMENT

     His eyes widen -- his LIPS PART as he watches her.  If it's
     possible to see absolute consternation behind that mask, we're
     seeing it now.

     HIS POV - ON CATWOMAN - THAT MOMENT

     She still doesn't let on that she's seen him.  Instead, she
     goes to the ledge of the roof and begins to STRUT, like a
     gymnast on the balance beam -- POSING for him in a little
     private show -- a strange, self-infatuated, AUTOEROTIC DANCE
     ROUTINE for BATMAN's benefit.

     EXT. ROOFTOP - THAT MOMENT

     His jaw is down around his knees.  Whoa.  He edges forward
     slightly, as if hypnotically drawn to her...

     She hears a noise.  Stops.  Makes a big show of looking left
     and right.  Somehow afraid she'll see him watching, BATMAN
     jumps back into the shadows.  She gathers her things; a small
     WHITE CARD flutters from her knapsack to the snowy roof, and
     she VANISHES over the edge.

     Snapping back to reality, he bolts across the roof just in
     time to see --

     EXT. SIDE OF BUILDING - ON CATWOMAN - THAT MOMENT - NIGHT

     She's rapidly working her way down the side of the building,
     flipping down from one fire escape to tile next -- a master
     gymnast.  Three stories up, she lands on a railing, then STOPS
     -- LAUNCHING HERSELF out over the street, making a perfect
     landing on the roof of a passing BUS.

     EXT. ROOFTOP - ON BATMAN - THAT MOMENT - NIGHT

     BATMAN turns -- and his eyes fall on the WHITE CARD.  He
     kneels to pick it up; a brief three-word MESSAGE is scrawled
     upon it...

                            LOOKING FOR LOVE?

     He goes goggle-eyed with astonishment.  He rushes back to the
     edge of the roof and sees the BUS just turning toward the
     entrance to Gotham Park.  He's reaching for his grappling-gun,
     figuring to follow, when a FLOODLIGHT catches him full in the
     face.

     EXT. STREETS BELOW - THAT MOMENT - NIGHT

     Down below, the cops are sweeping their beams across the
     rooftops.  Two of them catch a quick glimpse of BATMAN just as
     he ducks back behind the cornice, out of view.

                               COP
               Hey.  You see what I saw...?

     This sends the astounded COPS rushing to their radios.  Right
     on cue, COMMISSIONER GORDON's car pulls up.  LT. BULLOCK,
     who's already on the scene, fills him in as he climbs out.

                               BULLOCK
               It's Randall Shaw.  Torn to ribbons.  --
               We just made Batman up on the roof.

                               GORDON
               Oh God.

     EXT. GOTHAM PARK - THAT MOMENT - NIGHT

     The BUS rumbles deeper into the snowy park.  A BLACK
     SILHOUETTE springs off the roof into the trees, disappearing
     among the branches...

     We TRACK WITH the bus as it moves through the park, arriving
     finally at:

     EXT. CLEARING IN PARK - SHANTYTOWN - NIGHT

     The little colony of HOMELESS PEOPLE in their cardboard shacks
     and lean-tos, still occupying the future site of the Park
     Towers.  MARCHERS and PICKETERS are continuing their protest
     nearby, and some charitable organization's set up a makeshift
     soup kitchen on folding tables -- hot coffee and sandwiches.

     VICKI's on the periphery of the camp, camera in hand.  She's
     trying to persuade a HOMELESS MAN to let his picture be taken.

                               VICKI
               Please, just one.  It's important for
               people to see what's happening.

                               HOMELESS MAN
               They don't want to see us, lady.  They
               just want us gone -- out of sight, and out
               of mind.
                    (mumbling as he wanders off)
               Get worse before it gets better.  It
               always does.

     VICKI TURNS.  In the distance, the PICKETERS are shrieking and
     wailing.  A VAN's just pulled up to the edge of the park, and
     a dozen HARDHATS are elbowing their way through the crowd.
     All at once they're swarming through shantytown with TIRE
     IRONS and BASEBALL BATS, overturning the sandwich tables,
     RIPPING DOWN the shabby tents and lean-tos.

     Some of the HOMELESS PEOPLE run.  Those who resist meet with
     swift and sudden violence.  A MARCHER jumps a hardhat, and
     gets a baseball bat in the gut for his trouble.

     VICKI waits for the police sirens, but they don't come.  She
     backs off toward the trees, she begins SNAPPING PHOTOS
     FRANTICALLY, capturing the carnage on film.

     A HARDHAT is dismantling a lean-to with his tire iron --
     sending the terrified family inside scurrying off into the
     snow -- when he glances up and sees VICKI taking his picture.
     He points her out to a colleague...

     ...and suddenly the two of them are RUSHING TOWARD HER with
     pure cold malice in their eyes.  VICKI turns to run, but it's
     slow going in the snow.  She SLIPS and FALLS; her attackers
     are almost upon her...

     ...when a SHADOWY FIGURE DIVES OUT OF THE TREES and TACKLES
     one of the HARDHATS.  The FIGURE lands a powerhouse blow to
     the fallen HARDHATs jaw, knocking him out cold.

     The second HARDHAT turns and lifts his TIRE IRON.  But the
     FIGURE, with surprising agility, is already rolling out of the
     way.  As he rolls, he grabs the first guy's HARDHAT off his
     head and brings it up in front of him -- blocking the blow
     from the second guy's tire iron.

     In the same motion, he plants a FOOT in the second HARDHAT's
     belly and sends him REELING BACKWARD, HARDHAT II drops the
     tire iron, and the FIGURE snatches it out of midair as he gets
     to his feet.  He moves in on the second HARDHAT, BRANDISHING
     the iron --

     -- and while HARDHAT II is staring at it, the FIGURE HIGH-
     KICKS HIM in the face.  HOP; KICK.  HOP; KICK.  The FIGURE has
     nailed him three times squarely on the jaw before he can hit
     the ground.

     The FIGURE turns toward VICKI.  Her eyes go wide with
     astonishment.

     It's a KID, thirteen or fourteen at the outside, sunken-eyed,
     grimy-looking, in a torn-and-tattered RAINCOAT.  She stares at
     him for the briefest of instants before he rushes off to the
     aid of his fellow homeless...

     She can't believe what she's seeing.  The KID wades smack into
     the midst of the remaining HARDHATS, and kicks ass --
     spinning, pirouetting, kicking, clawing in a furious display
     of pure athleticism.  It seems like he's everywhere at once.
     There's only one other guy in Gotham City who can handle
     himself like this...

     Rallying behind him, the MARCHERS and HOMELESS PEOPLE snatch
     bats and tire irons from the fallen HARDHATS -- and the tide
     turns.  The invasion is being repelled.  Faced with renewed
     resistance, the few HARDHATS still left standing TURN TAIL and
     race off to their VAN.

     Triumph in shantytown.  The MARCHERS and HOMELESS cluster
     together to lick their wounds -- and the KID, satisfied that
     everything is under control, turns and sprints off toward the
     trees.

     But one prostrate HARDHAT is only playing dead.  As the KID
     runs past, the HARDHAT extends a TIRE IRON into his path --
     TRIPPING HIM, sending him sprawling in the snow.  The KID
     throws up his hands as the HARDHAT prepares to smash down at
     him...

     CLANG.  The HARDHAT drops his tire iron and topples over,
     BOARDLIKE.  The KID looks up and sees VICKI standing there
     with a baseball bat.

     He gives her a quick nod of acknowledgement as he gets to his
     feet -- thanks for returning the favor.  He's about to light
     out again when --

                               VICKI
               WAIT!  Don't be afraid.  I wanted to thank
               you.  I --

                               KID
                    (cautiously)
               Twenty.

                               VICKI
               What?

                               KID
               Twenty bucks.

     VICKI's mildly taken aback, but she reaches for her purse just
     the same.  She's barely gotten her wallet open when the KID
     snatches the bill out of her hands.  They stare at each other
     for a long moment --

                               VICKI
               ...Who are you?

                               KID
               Dick.

     -- and then he's bounding off like a shot.  VAULTING up into a
     tree and vanishing amid the snowy branches.  VICKI starts to
     follow, but there's no way she can keep up.  Instead she digs
     into her CAMERA BAG...

     HER POV - THROUGH TELEPHOTO LENS

     Using the long lens, she tracks the KID's progress through the
     treetops.  She can't actually see him, but occasional chunks
     of SNOW and ICE are falling to the ground as he jumps from
     limb to limb...

     For a moment it seems like she's lost him.  As she sweeps the
     lens back and forth, scanning the trees, she catches sight of
     an EQUESTRIAN STATUE in the distance.  She ups the
     magnification so she can see the plaque on the pedestal.  The
     stone figure on the horse is Union war hero GEN. OLIVER WAYNE
     -- BRUCE's great-grandfather.

     As luck would have it, the KID drops to earth not ten feet
     from the statue -- VICKI's got him in her sights again.  He
     looks around cautiously to make sure no one's following, then
     races toward a STONE BRIDGE which arches between two small
     hillocks, over a frozen creek.

     There's a DRAINAGE TUNNEL, four or five feet in diameter,
     mounted in the bridge abutment, the KID pries off a wire grate
     and clambers inside, then pulls the grate back into place
     behind him.  Home sweet home.

     EXT. PARK - ON VICKI - NIGHT

     as she lowers the lens.  Her face is full of conflicting
     emotions.  She'd love to corner this boy vigilante and find
     out what his story is.  But on the other hand -- even the
     homeless are entitled to their privacy...

                                                            CUT TO:

     INT. PENGUIN'S AVIARY - NIGHT

     A CANARY sings in its cage as a BLACK CAT watches transfixed
     from a nearby chair.  The cat arches its back -- waits -- and
     SPRINGS AT THE CAGE, BATTING at it in midair.  The canary
     SHRIEKS; the cat YOWLS; a WOMAN snatches it up off the floor,
     cradles it in her arms...

                               WOMAN'S VOICE
               Now Hecate.  You don't want that scrawny
               little bird --

     It's SELINA, looking ripe and slinky in a sheer black
     ensemble.  At the desk behind her is the PENGUIN, in his
     customary cutaway and waist-coat, polishing his new RAVEN.  He
     bares his teeth:

                               PENGUIN
               Do you want me to wring that creature's
               neck?

                               SELINA
               You try it, I'll do the same to you.
                    (as he grumbles; bemused)
               I saw him, you know.

                               PENGUIN
               Saw who?

                               SELINA
               Batman.  He was dreamy.

     She strokes the cat, in a reverie.  The PENGUIN drops his
     polishing cloth, startled.

                               PENGUIN
               Dreamy?!?  Are you insane!?  My God --
                    (sputtering wildly)
               Are you sure it was him?  What did he do?

                               SELINA
               He stood on a roof and watched me.  He
               didn't realize I'd seen him.  I don't
               think he knew quite what to make of me.
                    (smiling)
               But he was definitely interested.

     This sends the PENGUIN into a frantic round of pacing.  (Or
     waddling.)

                               PENGUIN
               This scheme of yours is backfiring.  We
               don't need him on our tails.  Do you know
               how much money is at stake here?

                               SELINA
               Money isn't everything.
                    (casually)
               What's the point if we can't enjoy
               ourselves?

     She chuckles to herself.  He stares at her in disbelief -- and
     SQUAWKS.

                                                            CUT TO:

     EXT. GOTHAM SQUARE - MORNING

     The big SIGN over Gotham Square tells us there are only 9
     shopping days left until Christmas.  Down below, BRUCE is
     walking VICKI to work.

                               VICKI
               Six-on-one, and he took 'em all out...then
               vanished into a drainage pipe -- right
               next to the statue of General Wayne.

                               BRUCE
               My illustrious great-grandfather.  Think
               it's the same kid we heard about?

                               VICKI
               Must be.  He reminded me of you.

     BRUCE chuckles. They pass a NEWSSTAND just outside the Globe
     building, pausing to stare at the headlines -- which SCREAM:

                            NEW BAT-MURDER?
           Batman Suspect in Slaying of Millionaire Developer
                  Commissioner Gordon Refuses Comment

     The accompanying photo is a full-color spread of the BLOODY
     RED BAT painted on SHAW's wall.  BRUCE scowls at VICKI:

                               BRUCE
               -- You work for this rag?
                    (snatching up a paper)
               Your boss is calling for Gordon's
               resignation -- unless he brings Batman in
               for questioning...

     VICKI nudges BRUCE and points at a STOREFRONT across the
     street.

     THEIR POV - SOUVENIR SHOP

     The owner is in the store window, hastily removing all of his
     Batman merchandise and setting up new displays devoted to
     TEENAGE MUTANT NINJA TURTLES and THE SIMPSONS.  A MOTHER drags
     her squirming TODDLER past the entrance -- the kid smells
     heavy markdowns on Bat-shit, but Mom clearly doesn't
     approve...

     BACK TO SCENE - ON BRUCE AND VICKI

     looking on in dismay.  BRUCE crumples the paper in outrage:

                               BRUCE
               I need a good PR man.

                               NEWS VENDOR
               Hey, pal -- you buyin' or borrowin'?

     With a sullen look, BRUCE tosses the paper back on the rack.
     VICKI pulls him off toward the entrance of the Globe.

                               VICKI
               That's what happens when you go after the
               rich and powerful.

                               BRUCE
               Hey, it wasn't me, remember?  I am rich
               and powerful --

     As he's talking, BRUCE glances back at the newsstand.  He sees
     an AD FLYER tacked up on one side -- "LOOKING FOR LOVE?  Find
     it in the GOTHAM GLOBE PERSONALS."

     Looking for Love.  Eyes widening, he digs in his pocket for a
     quarter and races back to the newsstand.  VICKI keeps
     walking...

                               VICKI
               Maybe it's almost...good.  In a weird way.
               I mean, Shaw, and Barrett -- if people
               like that were really scared, maybe
               they'd --

     She suddenly realizes she's talking to herself.  She turns
     around and sees BRUCE back at the newsstand, hurriedly
     unfolding a copy of the Globe.  She marches back and tugs at
     his sleeve.

                               VICKI (cont.)
               Hey, I'm late for work.  You can read that
               later.

                               BRUCE
               Quiet.  I'm looking for a personal ad.

     Her face screws up in confusion as BRUCE frantically scans the
     page.

                               BRUCE (cont.)
               "Tall, Dark And Handsome -- You saw me on 
               the roof 12/16.  I was in black; you were
               too."

                               VICKI
               Is this some kind of bad joke?

                               BRUCE
               It's her.  That cat woman, or whatever she
               is.
                    (reading aloud)
               "I jumped a bus into Gotham Park hoping
               you'd follow, but you were too shy..."

                               VICKI
               What does she want -- a date?

                               BRUCE
               She's trying to contact me.  Says she's
               gonna leave me another ad...

     The two of them exchange a look of utter perplexity.  BRUCE's
     mind is racing; he seems bizarrely aroused -- in a way that
     makes VICKI just a trifle nervous...

     INT. GOTHAM GLOBE - CITY ROOM - DAY

     VICKI arrives at her desk and sets her portfolio down.  She
     spots a message in the "in" file.  She takes one look at it,
     and her eyes go wide with RAGE.  She storms out in a fury...

     INT. PUBLISHER'S OFFICE - A MINUTE LATER - DAY

     Barging past a phalanx of SECRETARIES, VICKI bursts into the
     inner office of HARRISON J. PROVOST, publisher of the Globe.
     He's just opening his mail.  He heaves a weary sigh as VICKI
     BARKS at him:

                               VICKI
               WHY DID YOU KILL MY STORY?

                               PROVOST
               Close the door.
                    (waiting for her to calm down)
               Your story isn't news.  With Shaw dead --

                               VICKI
               But the project's still going ahead!  If
               attacking homeless people in the park
               isn't news, I'd like to know what is --

                               PROVOST
               There's a psycho out there in a mask and
               cape -- killing off Gotham's most
               prominent citizens!  That's news.
                    (beat)
               I've known Randall Shaw all my life.  His
               family is in mourning.  And it just so
               happens I don't believe in slandering the
               dead.

     VICKI FUMES.  She turns and stares PROVOST straight in the
     eye.

                               VICKI
               Mr. Provost -- how much money do you have
               tied up in the Park Tower project?

                               PROVOST
               Vicki...I'm going to forget you made that
               remark.  For the sake of your job, I
               suggest you do the same.

     VICKI stalks of -- and PROVOST goes back to his mail.  He
     finds an envelope addressed in a shaky, psychotic scrawl, with
     the word "CONFIDENTIAL" underlined three times in ink.  He
     tears it open --

     -- and HIS FACE TURNS PALE as he stares down at the contents:
     a small business-sized card, signed with a BAT-EMBLEM...

                  THOSE WHO FEED ON THE SOUL OF GOTHAM
                          WILL SUFFER MY WRATH

                                                            CUT TO:

     EXT. GOTHAM HALL OF JUSTICE - DAY

     WALTER BARRETT and his ATTORNEY emerge onto the front steps of
     the courthouse.  BARRETT is instantly mobbed by REPORTERS.

                               REPORTER I
               Mr. Barrett!  Any comment on the
               arraignment?

                               REPORTER II
               Is it true bail was set at two million
               dollars?

                               ATTORNEY
               Stand back!  My client has nothing to say
               at this time!

     The ATTORNEY clears a path for BARRETT, who climbs into a
     waiting CAR, shielding his face.  REPORTERS cluster around
     it...

     As the car pulls out into traffic, we see a flock of PIGEONS
     taking wing from their perches on the statues outside the Hall
     of Justice.

     OVERHEAD SHOT - ON BARRETT'S CAR

     PIGEONS fill the frame, swooping down toward the CAR, which is
     idling at a traffic light far below.

     INT. BARRETT'S CAR - THAT MOMENT

     The liveried DRIVER drums his fingers as he waits for the
     light to change.  BARRETT's in the back, speaking into his
     cellular phone.

                               BARRETT
               It's time we called an emergency meeting
               of the Raven Society.  Get back to me...

     Looking troubled, he hangs up.  A fat white glob of PIGEON
     SHIT splatters across the windshield.  Seconds later --
     another SPLAT.

                               BARRETT (cont.)
               Damn pigeons.

                               DRIVER
               Just washed it, too.

     The DRIVER reaches for the wiper switch.  They hear a tiny
     DINK as a SOLID PELLET bounces off the windshield.

     BARRETT and the DRIVER exchange a mystified look.  A small,
     blinking CAPSULE has just lodged in the wiper-blade
     assembly...

     OVERHEAD SHOT - ON BARRETT'S CAR

     Just as the light changes, the CAR EXPLODES into a million
     fragments -- leaving a BLACKENED CRATER in the middle of the
     intersection.

                                                            CUT TO:

     INT. BATCAVE - DAY

     TIGHT ON A VIDEO MONITOR -- showing FIRE TRUCKS in the
     intersection we've just left, hosing down the wreckage of
     BARRETT's car.  BRUCE is watching intently when ALFRED appears
     behind him.

                               ALFRED
               The Fluegelheim called again, sir.  They
               want to know if you'll be attending the
               opening of the new Egyptian exhibit.

     BRUCE, still engrossed in his news broadcast, waves ALFRED
     off.

                               BRUCE
               Cancel.

                               ANCHORWOMAN (on TV)
               -- and, citing new evidence in the so-
               called string of "millionaire murders,"
               Police Commissioner J.T. Gordon today
               swore out a warrant for the arrest of
               Batman.
                    (beat)
               We go now live to Mike Sekowsky,
               spokesperson, Order of the Bat.

                               SEKOWSKY
               Jeez!  Talk about gratitude -- !!

     At the sight of SEKOWSKY's face, BRUCE kills the sound in
     disgust.  ALFRED looks on helplessly as he paces the floor of
     the Batcave.

                               BRUCE
               Well, Alfred, it's official.  I'm a wanted
               man.
                    (beat)
               "New evidence"...I've gotta find that
               woman.  Did you check the personals?

     As ALFRED shakes his head no, a BUZZER sounds.  They've got a
     visitor.  BRUCE hits a switch on a monitor, and sees
     COMMISSIONER GORDON'S CAR sitting outside the wrought-iron
     gates of Wayne Manor.

     He throws a nervous look at ALFRED.  ALFRED speaks into a
     microphone:

                               ALFRED
               Who's there?

                               GORDON
               Jim Gordon, Alfred.  I've got to see
               Bruce.

     A spooky development.  Does GORDON suspect?  After a moment's
     hesitation, BRUCE nods to ALFRED -- let him in.

                               ALFRED
               Mr. Wayne will see you, sir.

     INT. BRUCE'S LIBRARY - A MOMENT LATER

     A curious BRUCE ushers GORDON into the library, gestures
     toward the liquor cabinet.  The Commissioner nods his head no.
     He's fidgety, ill at ease -- he obviously doesn't want to be
     here.

                               GORDON
               Sorry to bother you.  Bruce -- I'll get
               right down to it.  You knew Shaw and
               Barrett --

                               BRUCE
               I saw them occasionally.  We all sat on
               the board of the Fluegelheim...

                               GORDON
               Did you have any...dealings with them,
               or --

                               BRUCE
               No.  I never liked the way they did
               business.

                               GORDON
               The thing is, Bruce, you're all lumped
               together in the public mind -- the Five
               Families of Gotham, that sort of thing --
               and, uh...
                    (taking a card from his pocket)
               Harrison Provost got this in the mail.

     BRUCE examines the card, -- "THOSE WHO FEED," etc.  He stares
     at GORDON in mock-concern, playing it close to the vest...

                               BRUCE
               Then Batman is behind all this.

                               GORDON
               Batman or a damned good imitation.

                               BRUCE
               Well.  He's changed tactics, hasn't he.

                               GORDON
                    (shrugging; at a loss)
               Shaw, with his high-rises -- Barrett, a
               druglord, major polluter -- they weren't
               exactly model citizens.  Who knows, it
               could be some crazy social-conscience kind
               of thing.

                               BRUCE
               You mean he's going after...the root of
               the problem.

     GORDON shakes his head and gets up to go.  BRUCE hands him the
     card.

                               GORDON
               Let me know if you get one of these.
               We'll put all our resources at your
               disposal.

     BRUCE nods thoughtfully as ALFRED appears to see the
     Commissioner out.  A moment later, the butler reappears.

                               BRUCE
               Changed my mind, Alfred.  I'll be dropping
               in on the Fluegelheim after all.

                                                            CUT TO:

     INT. FLUEGELHEIM MUSEUM - NIGHT

     It's a party to celebrate the opening of the new Egyptian
     exhibit, and the Fluegelheim is hopping.  BOARD MEMBERS,
     MUSEUM PATRONS, and SOCIALITES mill about in dinner jackets
     and evening gowns, making small talk.  AN OPEN SARCOPHAGUS has
     been set up as a wet bar.

     On a raised concrete platform in the center of the hall,
     rimmed by a decorative moat, sits an ancient Egyptian SHRINE.
     The TEMPLE OF BASTET has been moved to Gotham and
     reconstructed in the Fluegelheim --sandstone walls, fountains,
     statuary and all.

     Guarding the entrance is a stately bronze statue of the
     goddess BASTET -- who has the body of a woman and the head of
     a pointy-eared CAT.  She holds an aegis and a sistrum; four
     tiny KITTENS romp at her feet.  BRUCE, who's just arrived, is
     taking an intense interest in the cat-goddess...

                               VICKI
               What is it?

                               BRUCE
               I just had a weird sense of deja vu.

     He glances over by the sarcophagus and sees PROVOST, the
     publisher, huddle with ELIOT TIPTREE III, transit magnate --
     the remaining member of Gotham's "Five Families."  The two of
     them are engaged in some urgent conversation which he can't
     quite make out...

                               TIPTREE
               Harrison -- we really ought to warn Bruce.
               We owe him that much.

     BRUCE detaches himself from VICKI and strolls toward them.
     PROVOST and TIPTREE force smiles and wave, affecting an air of
     nonchalance.

                               PROVOST (cont.)
               The man's a space cadet.  Let him look out
               for himself.
                    (as BRUCE arrives; cheerfully)
               Why, Bruce!  What a delightful surprise.

                               BRUCE
               Good to see you two.  Looks like the Five
               Families are suddenly down to three.
                    (looking around)
               In fact, if somebody dropped a bomb on
               this room right now --

     TIPTREE chuckles nervously.  PROVOST is even less amused.

                               PROVOST
               Is that your idea of a joke, Bruce?

                               BRUCE
               Not at all.  Commissioner Gordon seems to
               think we should all be hiring bodyguards.

               TIPTREE                           PROVOST
     Oh, that's absurd.                I already have.

     The two of them glower at each other.  It's like an outtake
     from The Newlywed Game.  BRUCE shrugs it off and makes a
     vacuous face:

                               BRUCE
               Thing is, I can't imagine why Batman would
               be after us.  Can you?

     PROVOST and TIPTREE are about to go into another round of
     hemming-and-hawing when a NEW FACE joins the party.  It's
     SELINA KYLE -- stunning as ever in an extravagantly revealing
     dress slit up to the armpits.  She's holding two glasses of
     CHAMPAGNE...

                               SELINA
               You two look like you need a drink.  --
               And is this who I think it is?

     She flashes BRUCE her most winning, seductive, heavy-artillery
     SMILE.  He BLINKS, temporarily speechless.

                               PROVOST
               Selina Kyle -- Bruce Wayne.

                               SELINA
               Our absentee board member!  I've been
               wanting to meet you forever.

                               TIPTREE
               Selina's the new Curator of Antiquities.
               She brought the Temple over block by
               block --

                               SELINA
               You two won't be terribly upset if I
               borrow Bruce for a moment, will you?

     Before he can protest, she's linked an arm around his and
     dragged him off.  A nearby FAT MAN spots SELINA, wiggles his
     eyebrows and WAVES BRIGHTLY.  His tongue is practically
     hanging out -- he's just dying to write her a check.  SELINA
     SIGHS WEARILY to BRUCE:

                               SELINA (cont.)
               Major contributor.  -- I always seem to
               wind up in charge of fund-raising...

                               BRUCE
               I can't imagine why.

                               SELINA
               Tax year's almost over, you know.  I hope
               we can count on your usual generous
               donation.
                    (indicating PROVOST and TIPTREE)
               Someone's got to set an example for those
               two tightwads.

                               BRUCE
               They're proccupied.  This string of
               murders --

                               SELINA
               I asked them if they'd consider including
               us in their wills.
                    (chuckling to herself)
               They didn't seem a bit amused...

     ANGLE ON VICKI - THAT MOMENT

     She's making small talk with a bunch of STUFFED SHIRTS and
     their overdressed WIVES.  She glances across the room at the
     statue of Bastet, sees SELINA draped all over BRUCE.  A frown
     crosses her face...

     ANGLE ON BRUCE AND SELINA - THAT MOMENT

     She's still clinging to his arm as they stare up at the
     statue.

                               SELINA
               -- and this is my good friend Bastet, the
               Egyptian Cat Goddess.

                               BRUCE
               I think we've already met.  -- This is
               quite an expedition you've put together.

                               SELINA
               I'm glad you think so.  I have to say,
               Bruce -- you're not at all what I
               expected.

                               BRUCE
               Sorry to disappoint you.

                               SELINA
               Oh, it's not that.  Not at all.  It's just
               that I'd always heard you were...

                               BRUCE
               What?

                               SELINA
                    (coyly)
               Oh...sort of a...

                               BRUCE
                    (smiling; fascinated)
               No.  Come on.  What?

     BRUCE's state of mounting infatuation is abruptly shattered
     when VICKI sidles up alongside him and -- territorially --
     takes his other arm.  The women exchange big, toothy, plastic
     smiles; stranded in the middle, BRUCE realizes they're waiting
     for him to introduce them.

                               BRUCE
               Oh.  Selina Kyle -- my friend Vicki Vale.

                               SELINA
               The photographer.  I've seen your pictures
               in the Gazette.

                               VICKI
               The Globe.

                               SELINA
               Oh, that's right.  The tabloid one.  --
               What an original dress!

     VICKI, still smiling, cocks an eyebrow at BRUCE.  He senses
     trouble coming and tries to head it off at the pass.

                               BRUCE
               Selina supervised the reconstruction of
               the temple.  Brought it back from Egypt...
               stone by stone.

                               VICKI
               Really.  She must be awfully tired.
                    (to SELINA)
               How'd you get to be in charge of a huge
               project like this?

                               SELINA
               It was easy.  I slept with the Pharoah.

     She laughs at her own joke.  VICKI responds with a dry little
     chuckle of her own.  SELINA gives BRUCE a SHARP YANK on the
     sleeve.

                               SELINA (cont.)
               Excuse us, won't you, sweetheart?  We have
               some boring museum business to talk about.

     VICKI fumes.  BRUCE shrugs apologetically as SELINA drags him
     off out of earshot.

                               SELINA (cont.)
               I.  Short leash.

                               BRUCE
               Pull in the claws, okay?  She's really
               terrific.

                               SELINA
               I'm sorry, Bruce.  Sometimes I get a
               little...aggressive, you know?
                    (handing him a card)
               Look, I need to talk to you.  Come by
               sometime.  I'll give you the private tour.

                               BRUCE
               Wait.  Let me explain about Vicki --

                               SELINA
                    (shushing him)
               I understand.  Anyone who's that
               protective must have a pretty good reason
               for it.

     She shoots him one last smile -- sly, conspiratorial,
     unmistakably juicy.  Then she's off in pursuit of another
     major funder.  BRUCE is thoughtfully turning the card over in
     his hands when VICKI rejoins him.

                               VICKI
               How's "business"?

                               BRUCE
               Relax, okay?  I like you better.

     He scans the room, trying to find PROVOST and TIPTREE.  No
     luck.

                               VICKI
               If you're looking for your fellow
               millionaires, they left some time back.

                                                            CUT TO:

     INT. ROOFTOP - NIGHT

     The roof of the Gotham Globe.  A STARLING circles overhead for
     a moment -- then DIVES down an exposed VENTILATION SHAFT.

     INT. GOTHAM GLOBE - THAT MOMENT

     TWO ARMED BODYGUARDS are standing watch outside an office.
     Brass letters on the door read "J. HARRISON PROVOST,
     PUBLISHER."

     INT. PROVOST'S OFFICE - THAT MOMENT

     PROVOST, agitated, working late.  He speaks, sotto voce, into
     the phone:

                               PROVOST
               Don't worry about that.  I've had the
               office swept for bugs.  No one's
               listening...

     INT. TIPTREE'S LIBRARY - THAT MOMENT - NIGHT

     TIPTREE in his paneled study at home.  There's an open bottle
     on the table and he's been hitting the sauce -- hard.  His
     VOICE QUAVERS:

                               TIPTREE
               It's just so -- unfair.  I mean...it was
               over a century ago.  It's not like we're
               responsible.
                    (hollow-eyed)
               How could he know?  How could Batman know
               about the Raven Society??

     INT. OFFICE - ON PROVOST - THAT MOMENT

                               PROVOST
               Who knows and who cares.  The point is,
               it's happened...

     He hears a CHIRP and looks up.  It seems to be coming from a
     HEATING VENT on the wall.  But then it stops, so he resumes
     his conversation --

                               PROVOST (cont.)
               I'm clearing out of the country, and I'm
               taking the raven with me.  I suggest you
               do the same.

     INT. HEATING VENT - THAT MOMENT

     In the metal shaft on the other side of the grate is a tiny
     BIRD -- the same one we saw flying down the air shaft.  Now
     that we've got a close-up view, we can see the thin BATTERY
     PACK wired to its underbelly...and the MINIATURE MICROPHONE
     taped to its leg.

                               PROVOST (O.S.)
               I'll tell you how to reach me.  And don't
               repeat this to anyone.

                                                            CUT TO:

     INT. PENGUIN'S LAIR - DAY

     The PENGUIN stands over his indoor penguin pool.  He's wearing
     rubber gloves, feeding LIVE FISH from an ice chest to his
     arctic birds.  The vents in the windows are open, and the
     climate in the room is downright icy as SELINA's wrapped in
     fur, stroking her pet cat:

                               SELINA
               He's just another rich idiot.
                    (chuckling to herself)
               The odd thing is, he didn't seem a bit
               concerned.

                               PENGUIN
               Then he is an idiot.

                               SELINA
               He lives in some big sprawling manor.
               I'll have to get inside, scope it out...
               see where he's got the raven stashed.

                               PENGUIN
               How do you plan to do that?

                               SELINA
               How do you think!

     A feline smile from SELINA.  The PENGUIN chuckles to himself,
     lobs a FISH out over the pool.  A swooping GULL snatches it
     out of the air before it hits the water.  FRICK arrives in the
     doorway.

                               FRICK
               It's Mr. Provost, sir.  He's planning to
               embark on an unscheduled Christmas
               vacation.

                               PENGUIN
               Good!  That should save us a trip to the
               bank.

                                                            CUT TO:

     INT. FLUEGELHEIM - BACK ROOM - DAY

     A huge open room cluttered with all kinds of junk:
     archaeologist's tools, restoration equipment, etc., plus a
     healthy assortment of curios and oddities from all over.  This
     is SELINA's private domain.  CAMERA TRACKS past a glass case
     full of ugly, withered, turdlike specimens...

                               BRUCE
               What have we got here?

                               SELINA
               Mummified cats.  Bastet's sacred animal.
               They were buried by the thousands at
               Bubastis.  -- Oh, careful!

     BRUCE FREEZES with his hand poised over a set of four earthen
     JARS.  Each has a lid carved in the shape of a HEAD: ape,
     jackal, man, falcon.

                               SELINA (cont.)
               Canopic jars.  In the process of
               mummification, the internal organs were
               buried separately.
                    (pointing to each jar in turn)
               Lungs -- stomach -- liver -- intestine --

     BRUCE withdraws his hand with a bemused shudder.

                               BRUCE
               You're in a gruesome line of work.

                               SELINA
               Keeps me interested.  And that's not easy
               to do...

     BRUCE's attention turns to a crumbling statuette of an odd
     beast: a WINGED LION with the head of a FALCON.

                               BRUCE
               This one I know.  It's a gryphon, right?

                               SELINA
               Very good.  A mythical demon, half-bird,
               half-lion...sweeping down from the sky to
               deliver retribution and justice.

     BRUCE nods.  He can dig it.  He regards the gryphon for a long
     moment and CHUCKLES.