August 1, 1991


     The viewer floats through an overbearing mansion and
     up its sweeping staircase to where a stern man in
     conservative dress is pacing back and forth, smoking a
     cigarette in a cigarette holder.  He is the FATHER.  The
     throes-of-labor pants and moans of the MOTHER can be
     heard from down the hall.

     Now, eerie Gaas and Goos chill the air.  The Father stops     *
     and gapes the cigarette holder out of his mouth to see a
     dazed NURSE shuffle out of the birth room and disappear       *
     down the hallway.

     A TRAUMATIZED DOCTOR next wanders out.  The Father runs       *
     past him into the room.  The viewer remains outside and
     hears the Father's subsequent screams.


     A bizarrely corrugated Cage sits amid the plush, period,
     and Christmased-up surroundings of the mansion.  With
     their backs turned to the sickly squeals emerging from
     the Playpen from Hell, Father and Mother, holding
     martinis, look out a window of gentle snowfall, with
     bloodshot eyes.  A 50's-type radio warbles "Santa Claus
     is coming to Town."

     A strange pair of eyes peer from the cage.  Taking the
     point of view of the eyes from inside the playpen, one
     sees the mansion's Christmas tree from between the dark
     cage slats.

                             GIDDY YULETIDE SINGERS
               "He knows when you are sleeping,
               he knows when you're awake..."

     The family cat skulks past the cage -- almost.  Without
     warning, the cat is yanked -- so fast and powerfully it
     seems that it's been sucked -- through the bars, into the
     cage.  A feline SCREAM, then sickening silence.

     With dead syncopation, Mother and Father finish off their
     martinis, and plop the empty glasses down.

3    EXT. A PARK--THAT NIGHT                                  3

     A HAPPY COUPLE in 50's dress, pushes a baby carriage
     through the park cooing toward their bundle of joy

     Father and Mother straggle from the other direction,
     creaking forward an ominously closed-up, wickedly de-
     signed baby carriage that serves to muffle nasty whining
     and thumping noises.

                             HAPPY COUPLE
               Merry Christmas!

     Father and Mother fake a smiling response that collapses
     as the happy couple passes.  They then brake at a story-
     book bridge over a bubbling brook.  With dark nonchalance,
     Father and Mother each grab an end of the carriage and
     heave it upward.

4    EXT. THE CARRIAGE--NIGHT                                 4

     swirls in the air and splashes down into the small river.
     Right side up, the carriage gently rides the tranquil
     rapids out of the park area.  It bobs through an open
     sewer tunnel pipe.

5    INT. THE SEWER--NIGHT                                    5

     The carriage innocently slides through the murky waters
     of the awesomely cavernous and creepy sewer, softly
     surfing its sides.

6    INT. A DARK LAIR--NIGHT                                  6

     The resilient carriage spews from a gaping pipe into a
     moat of water that surrounds a vast patch of snow and
     ice that is the centerpiece of a dark and mysterious

     The carriage rides a gentle wave onto the sanctuary's
     arctic island, into a patch of light.  From out of the
     darkness of the lair, FOUR STATUESQUE EMPEROR PENGUINS
     WITH DISTINGUISHED GRAY BELLIES regally approach the
     carriage and surround it with spooky authority.

     GO TO...


     A Batman logo fills the frame with a portentous soundtrack
     boom.  A playful salvo of snowballs reverberates against
     this image as the logo is revealed to be a hanging center-
     piece in the display window of a store that sells Batman      *
     sleds, lunch boxes, T-shirts, and ticking-to-twenty-
     before-Seven clocks.

8    EXT. GOTHAM PLAZA--EARLY EVENING                         8

     Bathed in pristine snow and packed with ELATED SHOPPERS,
     overwhelming array of Christmas decoration, the intimate
     Plaza center of Gotham City has been dragged kicking and
     screaming into a state of beauty and happiness.
     An ALL-AMERICAN DAD holds up a bowed Batman sled to an        *
     ALL-AMERICAN MOM.  An ALL-AMERICAN SON rushes up causing
     All-American Dad to exaggeratedly hide the present behind
     his back.                                                     *

     Just behind them, an ADORABLE LITTLE GIRL takes a dollar
     from her precious little purse and gives it to a
     SALVATION ARMY SANTA.  A sweet, microphoned voice wafts
     out over the Plaza.

                             SWEET MICROPHONED VOICE (O.S.)
               Could I have your attention, Gotham


     A dewy-eyed young lovely, wearing a snow bunny fur, a
     tiara, and a banner streamed across her chest that reads
     ICE PRINCESS, continues into her mike.  An Elegant Lampost
     Clock, near the stage, ticks fifteen minutes till seven.      *

                             ICE PRINCESS
               It's time for tonight's Lighting
               of the Tree!  How 'bout that!

     The merry Consumers stop to watch the Ice Princess scurry     *
     down.  This causes a mammoth Christmas Tree to light up.
     The crowd erupts in aahs and oohs.                            *

10   INT. A VERTICAL SEWER GRATE--EVENING                     10

     Through a grand, vertical half-circle sewer grate, an
     older pair of strange eyes peer.  Taking the point of
     view of the eyes through the grate slats, one sees the        *
     blazing Christmas Tree, just as one did through the           *
     Playpen bars.

11   EXT. OUTSIDE THE SEWER GRATE--EVENING                    11

     A pair of black webbed hands -- flippers, really -- curl
     out around the grate bars.  Eerily poking out next is a
     twisted bird-like nose and a creepy pair of barely audible

                             THE CREEPY LIPS
               "I know when you are sleeping, I
               know when you're awake."

     The world's most beloved butler, ALFRED, marches past the
     sewer grate, past a PAPERBOY who bustles up, holding a
     newspaper headlined "PENGUIN -- MAN OR MYTH OR SOMETHING

               Read about the latest sighting of
               the Penguin creature!  He was seen
               torching a homeless shelter,
               robbing a blind --

               Dear Boy!  Sometimes it is a
               diversion to read such piffle.
               Most times it is a waste of time.

     Alfred suddenly feels a chill from behind, and below him.     *
     He turns to the sewer grate just as the slimy flippers
     disappear into the darkness.


     The viewer goes from Gotham's bowels to its summit.  The
     top floor of the building housing the department store
     is a tower of Ivory with a large, friendly sentinel of
     a cat at its tippy top.  Two men stand in the window,
     pointing down to the Plaza below.

13   INT. MAX SHRECK'S CONFERENCE ROOM--NIGHT                 13

     The conference room presents itself in its high-tech
     splendor.  A mighty Shreck Corporation logo of a friendly
     cat adorns one wall.

     The two men are MAX SHRECK and THE MAYOR.  Max is a           *
     pillar of community charisma.  The Mayor is more
     straightforward, less spectacular.

               Well here's hoping ... With Batman
               protecting us, and all your enterprises
               keeping our economy on full boil,
               Gotham just might have its first
               real Christmas in a good long while.

                      (nods, then)
               I feel almost vulgar, in this
               Yuletide context, about mentioning
               the new power plant.
               But if we're gonna break ground
               when we've gotta break ground,
               I'll need permits, variances, tax
               incentives ... that sort of pesky

     Evidently, this is the first the Mayor has heard of it.

               "Power plant"?  Max, our studies                    *
               show that Gotham has enough energy                  *
               sources to sustain growth into the                  *
               next cen--

               Your analysts are talking growth
               at one percent per annum.  That's
               not growth, that's a mild swelling.
               I'm planning ahead for a
               revitalized Gotham City ... So we
               can light the whole plaza without
               worrying about brownouts ... Do                     *
               you like the sound of "brownouts"?
               Do you?

     Behind them, Max's football-hero son CHIP (as in Chip off
     the old block) enters, with SELINA KYLE, Max's beautiful-
     beneath-bifocals-and-a-subdued-haircut assistant.  She
     sets down fresh coffee for Max and the Mayor.

               Imagine a Gotham City of the future
               lit up like a blanket of stars ...
               but blinking on and off,
               embarrassingly low on juice.
               Frankly I cringe, Mr. Mayor.

     Chip glances to a fierce digital clock showing 6:50.

               Dad.  Mr. Mayor ... It's time to
               go downstairs and bring joy to the

     Max looks to the Mayor:  what's it gonna be?                  *

                      (curt)                                       *
               Sorry.  You'll have to submit                       *
               reports, blueprints and plans to
               the usual committees, through the
               usual channels.

     This isn't what Max wants to hear.  But before he can

               Um, I had a suggestion.  Well,
               really, actually more of just a
               question ...

     Max turns, goggle-eyed at the impertinence.                   *

               I'm afraid we haven't properly
               house-broken Ms. Kyle.  In the
               plus column, though, she knows
               how to brew coffee.

     As Chip follows his father and the Mayor out he tells         *
     Selina, re the untouched coffee.

               Thanks.  Y'know it's not the
               caffeine that buzzes us -- it's
               the obedience.

     Now Selina is alone.

               Shut up, Chip.

     Then she slaps her forehead with her palm.

               "Actually more of just a question."
               You stupid corn dog.  Corn dog.
               Corn dog.


     Max, his son and the Mayor roll out from beneath the          *
     SHRECK sign, through popping flashbulbs and happy

     Max smoothly hands a fifty and a second bill to a
     Salvation Army Santa.  Santa checks the second bill.
     It's a single.

               Watch your step, Dad, it's pretty

     Max gracefully side-steps an island of melting sludge.        *
     We follow its oozing stream down into a sewer grate.

15   INT. BELOW IN THE SEWER--NIGHT                           15

     A silhouette of a squat, gnarled figure responds to the
     icky drizzle by flapping open an umbrella, in shadow.

16   EXT. THE STAGE--NIGHT                                    16

     As Max and the Mayor move -- both smiling -- to the dais:

               I have enough signatures -- from
               Shreck employees alone -- to warrant
               a recall.  That's not a threat.
               Just simple math.

               Maybe.  But you don't have an issue,
               Max.  Nor do you have a candidate.

     The elegant clock behind them says five minutes till
     seven.  Max and the Mayor both peck the Ice Princess's
     cheek.  Now the Mayor takes the mike.  With forced
     joviality:                                                    *

               The man who's given this city so much
               is here, to keep giving. Welcome
               Gotham's own Santa Claus, Max Shreck.

17   INT. MAX'S OUTER OFFICE--NIGHT                           17

     Selina sullenly scribbles "Obey" on a post-it pad which       *
     she then sticks on the edge of her computer beside other      *
     girlishly masochistic post-its like "Don't 'get' jokes"
     and "Save it for your diary".

     Selina pouts at the sound of the cheering crowd.  A           *
     phone rings.  She just stares at it.  Then past it, to
     a legal pad sheet with the word SPEECH scribbled atop
     it.  Selina pops to it in a panic.

               Darn.  Darn.

18   EXT. THE STAGE--NIGHT                                    18

     Max, the Mayor, and his staff proudly hurl small wrapped
     boxes into the eager audience.  Max then stops to unzip
     a hand-size portfolio--it is empty.  He then gives a calm,
     clenched-teeth hiss to Chip.                                  *

               Forgot.  My.  Speech.  Remind me to
               take it out on Selina.
                      (into mike)
               "Santa Claus"?  'Fraid not.  I'm
               just a poor schmoe who got a little
               lucky, and sue me if I want to give
               a little back.  I only wish I could
               hand out more than just expensive
               baubles.  I wish I could hand out
               World Peace, and Unconditional
               Love, wrapped in a big bow.

19   INT. SEWER BELOW THE STAGE--NIGHT                        19

     The umbrella closes to reveal a POV of the babbling Max
     up through a stage-side sewer grate.

                             A RASP
               Oh, but you can.  Oh, but you
               will ...

     His clammy flipper rises up, barely into the light, to
     flick open a rusted, ornately battered time-piece.  One
     minute till.

20   EXT. GOTHAM PLAZA--NIGHT                                 20

     is suddenly seen floating into the Plaza.  Citizens turn      *
     their heads from the stage to gasp in wonder.

     Behind the Adorable Little Girl, Alfred reaches a parked      *
     Wayne Rolls Royce and tosses in his present.  He pulls off
     a ticket from the windshield with a huff, then looks out
     to the big present.  Warily.

     The alarms on the clocks in the Batman Store window go        *
     off at seven o' clock.

21   EXT. THE STAGE--NIGHT                                    21

     The Mayor admires the Mega-gift.  Grudgingly:

               Great idea.

               But not mine...

     Max drops a present.  It lands atop the sewer grate           *

22   INT. THE SEWER BELOW--NIGHT                              22

     Angle on a shadow of the face of the man one calls            *
     PENGUIN.                                                      *

               Deck the halls.

23   EXT. THE PLAZA--NIGHT                                    23

     One can make out motorcycle wheels churning beneath the
     box and even some moving feet when suddenly the front
     of the box tears open.  With a rebel yell, a GANG of
     THEIR LEFT EYES blitzkrieg the crowd, which includes
     Alfred, who protectively bolts toward the Little Girl.

     A STRONGMAN COVERED IN TATTOOS emerges out of the box to
     slam the All-American Dad and swipe his Batman sled,
     which Strongman then uses to hammer down Santa Claus.

24   EXT. BEFORE THE DEPARTMENT STORE--NIGHT                  24

     Oblivius, Selina rushes out with Max's speech.

     A TRIO OF SCOWLING BIKERS buzz her to the ground.

     The Batman sled crunches against a frosty police wind-
     shield.  A disgruntled COMMISSIONER GORDON sputters out
     into his radio.

               What are you waiting for?  The

25   EXT. THE GOTHAM SKY--NIGHT                               25

     THE RENOWNED BAT BEACON blazes onto the edge of the night.

26   INT. WAYNE MANOR--NIGHT                                  26

     The Bat Beacon can be seen through an elegant mansion

     Its reflection is picked up in an ornate mirror in the
     grand living room and then followed to another
     strategically placed mirror.  The reflection glows
     against the face of a sitting-in-darkness Bruce Wayne.
     He moves out of the light.

27   INT. THE SEWER--NIGHT                                    27

     Through the grate bars, the beacon in the sky can be made
     out, accompanied by strange squawks.

                             THE RASP OF PENGUIN
               Ooh, Batman... You gonna piss on                    *
               my parade..?                                        *

28   EXT. THE PLAZA--NIGHT                                    28

     A FIRE BREATHER smashes open a big hole in the Batman
     Store display window with his Fire-rod.  He sticks his
     rod in his mouth, then bellows a cloud of flame onto the
     Batman merchandise.

     Amid the chaos of whimpering victims and dropped shopping
     bags, a fleeing Ice Princess shoves an Elderly Woman to
     the ground.

29   EXT. THE STAGE--NIGHT                                    29

     Monkeys with cap-pistols frolic on the shoulders of a man
     equipped with an organ-grinder-Gatling-gun, as he fires
     artillery into the Christmas tree, blasting off ornaments,
     cables, and lights.  Max and the Mayor hit the deck.

                             ORGAN GRINDER
               Take that, tannenbaum!

     A FAT CLOWN leaps onto the stage with a WICKEDLY DRESSED
     DAME, who wears an assortment of knives, and a RAGGEDY
     SWORD SWALLOWER who chokes up an Excaliber.

                             KNIFETHROWER DAME
               Relax.  We just came for the guy
               who runs the show.

     The Mayor bravely steps forward.

               What do you want from me?

     Laughing, the Sword Swallower pushes him off the stage.

                             SWORD SWALLOWER
               Not you.  Shreck.

     Now Chip heroically stands.

               You'll have to go through me.

                             FAT CLOWN
               All this courage.  Goosebump-city.

     Simultaneously the Knifethrower whip-throws a knife that
     grazes Chip's ear.


               Dad!  Save yourself!

     Max has already dashed off the dais.

30   EXT./INT. BATMOBILE--NIGHT                               30

     The Batmobile rockets toward the viewer, the bat insignia
     reflecting off the windshield.  It plows through the
     gargantuan "present," shredding it to pieces.

     Three STILT-WALKERS are viciously kicking the crowd.          *

     BATMAN slams down a lever.

     Twin blades sprout from the Batmobile's sides, like
     wings, to saw off the stilts, whose owners now crash
     down, face-first.

     Out of slots, Batman fires a whooshing array of small,
     black, metal frisbees into the heads of some Carnival
     gangsters and Bikers.

     Now he focuses upon the Tattooed Strongman, chasing
     Alfred and the Little girl.

     Alfred looks to the oncoming Batmobile and knowingly
     ducks.  A black frisbee savagely jettisons over his head,
     into the Tattooed Strongman's face, crumpling him to the
     ground.  Alfred rises up to broadly beam at the passing

31   EXT. PLAZA SIDE STREET--NIGHT                            31   *

     Max huffs with growing confidence, into a less crowded
     sidestreet.  He trots over a sewer grate.


     Loud animalistic panting and splashing sounds are heard
     as we watch Max stamping across the grate.

33   EXT. THE PLAZA--NIGHT                                    33

     Three Clowns spin and fire frantically at the charging
     Batmobile.  One dives out of the way.

     The other Two (one, a midget) slam atop the hood as
     Batman roars toward the Batman store and the Fire-
     breather blaspheming the display window.

     The woozy hood-top clowns raise their guns toward the
     windshield, while the escaped Clown rains bullets against
     its back window.

     Batman brakes the Batmobile.  The Hoodtop Clowns sail
     into the stunned Firebreather and all three land on the

     Batman twists a square black Knob.  A powerful STEEL JACK-
     TYPE DEVICE jets out the bottom of the Batmobile and
     lifts the vehicle up off the ground.  The Batmobile does
     a sharp 180 degree spin.  Batman re-twists the knob.  The
     jack slams back up into the Batmobile.

     The Exhaust of the spun-around Batmobile volcanoes toward
     the gaping Firebreather, fittingly setting him on fire,
     along with both clowns.  The Batmobile thunders at the
     clown who'd escaped.

     This clown grabs innocent bystander Selina Kyle.  In the
     scuffle, a heel cracks off one of her shoes.

     The blitzing Batmobile comes to a skidding halt.  The
     Clown presses a sleek stun-gun to Selina's neck.

               I probably shouldn't bring this up,
               but this is a very serious pair
               of shoes you ruined.  Couldn't you
               have just been a prince and broken
               my jaw?  My body will heal, but
               this was the last pair left in my

               All these innocent bystanders and I
               had to pick you ...SHUT UP!

     The Batmboile door whooshes open.  Batman pounds straight
     at the Clown, an eerie force of nature.  An ACROBAT
     somersaults into his face.  Batman casually punches his
     lights out.

               Listen up, Mister Man-bat, you
               take one step closer and I'll...


     Batman gunslingers out his grapple speargun.  The wired
     hook rockets past the clown's jerking away head and into
     the wall behind him.

               Nice shot, Mister...

     Batman yanks the wire, ripping off a chunk of wall that
     smacks the back of the clown's head.  As he staggers:         *

               You shouldn'a left the other heel.

     With her surviving heel, she kicks the Crumpled Clown's
     knee, knocking him and the stun gun to the ground.

     Batman bends to his vanquished foe.  Touches the triangle
     tattoo over his left eye, as Selina gushes:

               Wow.  The Batman--or is it just
               "Batman"?  Your choice.  Of course.                 *

     Batman finds himself staring at the lovely young woman.       *
     For a moment, time freezes.                                   *

                             BATMAN                                *
               Gotta go.                                           *

     In a wink, he's a half-block away, being schmoozed by         *
     Commissioner Gordon.  Onlookers CHEER.                        *

     It's just Selina alone here with her unconscious attacker.

               Well.  That was ... very brief.
               Like most men in my life.  What
               men?  Well, there's you, but ...
               you need therapy.

     She kneels beside the Clown.  Picks up his stun-gun.
     Zaps him, jolting his body a bit.

               Electroshock therapy.  What a
               bargain -- we both feel better.

34   EXT. PLAZA SIDE STREET--NIGHT                            34

     Hearing the sounds of cheers, Max smiles and stops atop
     a manhole to wipe his brow.  Suddenly, the manhole cracks
     in half, sucking down a wailing Max.  The manhole flaps       *
     back up into a normal, seemingly untouched position.

35   EXT. THE PLAZA--NIGHT                                    35

     The Commissioner hustles to keep pace with Batman.

               Thanks for saving the day, Batman.
                    (good natured huff)
               Thanks for making the rest of us look
               like a bunch of dolts ... I'm afraid
               the Red Triangle Circus Gang is back.

               We'll see...

     Now the Mayor bustles up.

               The Caped Crusader.  We don't
               deserve you!  They almost made off
               with our mover and shaker, Max
               Shreck.  But --

     Belatedly it dawns on the Mayor.  He looks around,

               Where is that insufferable

     Then he turns back, to Batman.  But Batman has vanished,


     Selina enters, hanging up her winter coat and calling out.

               Honey, I'm home.
               Oh, I forgot.  I'm not married.

     She wearily laughs at her private joke, then takes in her
     '90's quaint, "feminine" apartment -- pink carpet, cute
     linoleum, a neon "HELLO THERE!" on the wall --                *

     -- a meticulous doll house, a quilt-in-progress, a pretty
     embarrassing assortment of stuffed animals and a Christmas

     Through her open window, a feisty, beautiful CAT slinks in.

               Miss Kitty ... Back from more
               sexual escapades you refuse to
               share ... not that I'd ever pry.
               Drink your dinner.

     She sets out a dish of milk.  Miss Kitty comes over, purring.

               What did you just purr?  "How can
               anyone be so pathetic?"  Yes, to
               you I seem pathetic.  But I'm a
               working girl, gotta pay the rent.
               Maybe if you were chipping in,
               'stead of stepping out ...

     She passes childhood PHOTOS of a younger happier Selina on
     a trampoline, on a horse, on a mountain face ... then
     turns on her answering machine.

     As it plays, she opens her Murphy bed, turns down the
     covers ...

                             MOM'S VOICE
               Selina dear.  It's your mother.
               Just calling to say hello --

               Yeah right, "but" --

                             MOM'S VOICE
               -- "but" I'm disappointed you're not
               coming home for Christmas.  I was
               looking forward to discussing your
               life.  To hearing just why you
               insist on languishing in Gotham
               City as some lowly secretary --

               Lowly "assistant".  Thank you.

     She fast forwards to:

                             LAME BOYFRIEND'S VOICE
               Selina, about that Christmas
               getaway we planned?  I'll be going
               alone.  Doctor Shaw says I need to
               be my own person now, and not an

               Some appendage.

     As she fast forwards:

               The party never stops on Selina
               Kyle's answering machine ... Guess
               I should've let him win that last
               racquetball game.

     Onto the next message:

                             GRUFF WOMAN
               Selina ... We've missed you at the
               rape prevention class ... It's not
               enough to master martial arts.  Hey,
               Elvis knew those moves, and he died
               fat.  You must stop seeing yourself
               as a vict--

     Onward.  Miss Kitty compassionately snuggles beside her,

                             SELINA'S OWN VOICE
               Hi, Selina, this is yourself
               calling.  To remind you, honey,
               that you have to come all the way
               back to the office unless you
               remembered to bring home the Bruce
               Wayne file, because the meeting's
               on Wednesday and Max Slavemaster
               will freak if every pertinent fact
               is not at your lovely tapered

     Selina fires her stun gun at the answering machine, jolt-
     ing it off.  Again, she slaps her forehead with her hand.
     Then goes to her closet, puts her coat back on.  As she

               The file!  You stupid corn dog.
               Corn dog.  Deep fried!  Corn dog ...

37   EXT. THE OLD GOTHAM ZOO--NIGHT                           37

     The viewer is suddenly wafting over the creepy panorama
     of an abandoned Zoo Expo Area.                                *

     We whoosh downward to a DECREPIT "ARCTIC WORLD" PAVILION,     *
     and through its Colossal, cracked Observation window.

38   INT. PENGUIN'S LAIR--NIGHT                               38

     We continue to squirm down the walls of the lair where        *
     Penguin found his home, before settling to a tight glimpse
     of Max Shreck slumped over the edge of a block of ice.

     Max teeters up into consciousness, glancing to his side
     to see a grand Emperor Penguin curiously staring at him.      *
     Max yelps.  The Penguin yelps back.

     Calming himself, Max turns to face forward, then screams
     again.  The block of ice is revealed to be a strange con-
     ference table populated by the Red Triangle Circus Gang,      *
     including:  a disturbingly Ratty Poodle and its matching      *
     owner, a Ratty POODLE LADY; the Organ Grinder and his two     *
     monkeys; the Tattooed Strongman; the Sword Swallower; the     *
     Knifethrowing Dame; the Fat and Thin Clowns; the three        *
     Stiltwalkers; Flame, the Snakewoman; and four ND acrobats.    *

     An awesome, SEEDY ELECTRICAL GENERATOR wires to a massive
     air conditioner, wheezes sparks with a malevolent hum.

     The gang's snickering now fades into respectful silence.

     Actual penguins of every size heedlessly horseplay in
     the icy moat.  Now we hear the sound of a drip.  Max
     turns...The drip is seen thudding against an umbrella
     improbably held by one of the penguins.  As he emerges
     from the pack, we see that he wears a grimy coat.  Then
     he flaps down his umbrella, revealing his face for the
     first time in glory.  It is not a penguin but The Penguin.


     Max launches into a face-contorting wail, but his shock
     prevents him from emitting actual sound.  He closes his
     mouth then tries another Munchesque wail to no aural effect.

               I believe the word you're looking
               for is...A-A-A-A-A-G-H-!


               Actually this is all just a bad
               dream.  You're home in bed.
               Heavily sedated, resting
               comfortably, and dying from the
               carcinogens you've personally
               spewed in a lifetime of profiteering.
               Tragic irony or poetic justice?
               You tell me.

               My god ... it's true.  The Penguin-
               Man of the sewers ... Please, don't h--

               Quiet, Max.  What do you think,
               this is a conversation?

     Max shuts right up.  Penguin idly "tries out" his little
     umbrella -- it spits fire.  Satisfied, he sets it down.

               We have something in common, we
               two ... We're both perceived as                     *
               monsters.  But, somehow, you're a
               well-respected monster, and I am...                 *
               to date... not.                                     *

     There is a small arsenal of umbrellas at his feet.  He
     picks up another one:  it shoots knives.

                      (mustering courage)
               Frankly I feel that's a bum rap.
               I'm a businessman.  Tough, yes.
               Shrewd, okay.  But that doesn't
               make me a mon--

     Penguin cuts him off with a CACKLE.

               Don't embarrass yourself, Max.  I
               know all about you.  What you hide,                 *
               I discover.  What you put in your                   *
               toilet, I place on my mantlepiece.
               Get the picture?

     Penguin is playing with a third umbrella.  He begins to
     twirl it at Max -- it's got a bright spiral pattern, like
     one of those cheesy "hypno-disks" from the backs of
     comic books.

               What, is that supposed to
               "hypnotize" me?

               No, just give you a splitting

               Well it's not working.

     Penguin "fires" the umbrella at Max -- a DEAFENING
     gunshot.  Max flies back in horror:  Am I hit?

               You big baby!  Just blanks.  Would
               I go to all this trouble tonight
               just to kill you?  No, I have an
               entirely "other" purpose.

     Suddenly Penguin is solemn, subdued -- is that a tear in
     his eye?

               I'm ready, Max.  I've been
               lingering down here too long.  I'm
               starting to like the smell ... bad
               sign.  It's high time for me to
               ascend.  To re-emerge.  With your
               help, your know-how, your savvy,
               your acumen.  I wasn't born in the
               sewer, you know.  I come from ...

     He looks up, at a place far above the sewers.

               Like you.  And, like you, I want
               some respect ... a recognition of
               my basic humanity ... an occasional
               breeze ...

     Even the Circus Gang looks touched.  Max stays poker-         *

               Most of all, I want to find out who
               I am.  By finding my parents.
               Learning my "human" name.  Simple
               stuff that the good people of
               Gotham take for granted.

                      (boy, is he tough)
               And exactly why am I gonna help

     On cue, one of the Carny Creeps hands Penguin a grimy
     Christmas stocking with "Max" disturbingly stitched on it.

               Well, let's start with a batch of
               toxic waste from your "clean"
               textile plant.  There's a whole
               lagoon of this crud, in the back...

     He pulls a rusty thermos from the stocking and, from the
     thermos, pours some goo onto the tabletop, which sizzles.

               Yawn.  That coulda come from anywhere.

               What about the documents that prove
               you own half the firetraps in Gotham?

               If there were such documents -- and
               that is not an admission -- I would
               have seen to it they were shredded.

     Another Carny Goon hands over a sheaf of papers -- they've
     been shredded, but carefully placed together with tape.

               A lot of tape and a little patience
               make all the difference.  By the way,
               how's Fred Adkins, your old partner?

               Fred.  Fred?  He's ... actually he's
               been on an extended vacation, and --

     From under the table, Penguin pulls out a discolored human
     hand and happily waves it at a whitened Max.

               Hi, Max.  Remember me?  I'm Fred's
                      (leans forward)
               Want to greet any other body parts?
               Or stroll down memory lane, with
               torn-up kinky Polaroids?  Failed
               urine tests?  Remember, Max ...
               You flush it, I flaunt it.

     Max sits here -- chastened, thoughtful, considering all
     the incriminating evidence before him.  Now he manages
     a smile.

               You know what, Mr. ... Penguin-Sir?
               I think perhaps I could help
               orchestrate a little welcome-home
               scenario for you.  And once we're
               both back home, perhaps we can                      *
               help each other out ...                             *

                             PENGUIN                               *
               You won't regret this, Mr. Shreck.                  *

     He puts out a hand.  Max shakes.  Penguin abruptly pulls      *
     his flipper away, leaving Max holding "Fred"'s severed
     The Carny Crew booms in laughter.  Max offers a weak giggle.

38A  EXT. GOTHAM PLAZA - NEXT DAY                              38A

     The Mayor, accompanied by TV news-cams, grimly tours the
     scene of last night's rampage.  Accompanied by his Wife,
     holding their BABY (great photo op) and an appropriately
     solemn Max.

                      (to reporters)
               I tell you this, not just as an
               official, but as a husband and
               father ... last night's eruption
               of lawlessness will never hap--                     *

     Suddenly from behind the ravaged Tree, an ACROBAT-THUG
     somersaults at the Mayor's Wife, and snatches the Baby!
     Then leaps onto the platform and holds the baby up, like
     an Oscar.

               I'm not one for speeches, so I'll
               just say "Thanks".

     The Mayor lunges for the attacker and gets pivot-kicked
     to the ground.  The THUG races through a frightened crowd --

     -- and falls into an open manhole.  As bystanders gather,
     and try to peer into the darkness below, we HEAR:

                             THUG'S VOICE
               Hey!  Oww!

     Now the THUMPS of somebody taking a merciless pounding.
     And the SCREAMS of the Thug.  Now he comes scrambling out
     of the manhole, dazed and empty-handed ... and madly
     dashes away ...

     Next, amid cries of "Stand back!" and "My God, look!" the
     bystanders back off, revealing the spectacle of the
     Mayor's tiny child levitating -- as if by magic -- from
     the depths of purgatory.  But no, it's not magic ...
     it's ... Penguin!  He holds the babe aloft in one yucky
     but powerful flipper.

39   OMITTED                                                   39
thru                                                           thru
42                                                             42


     Alfred is standing on a stepladder attaching ornaments to a
     Christmas tree, but finding his attention claimed by the TV.

     Bruce is sitting on the couch, also entranced by the lead
     item on the local news.

                             TV ANCHORMAN'S VOICE
               This morning's miracle... Gotham
               will never forget.

42B  INSERT - TV SCREEN                                        42B

     The rest of the scene in Gotham Plaza plays out on video:

     Now Penguin is fully out above the pavement, so we can
     see how he'd miraculously floated up ... on a big Rubber
     Duck attached to a tall scissor-lift.  As CAMERA ZOOMS

                             ANCHORMAN'S VOICE
               That's him:  The shadowy, much
               rumored penguin-man of the sewers,
               arisen.  Until today, he'd been
               another tabloid myth, alongside
               the Abominable Snowman and the Loch
               Ness Monster ...

     The Mayor's wife snatches up her baby in tears.  Then,        *
     fighting nausea, she embraces the modest, abashed
     Penguin -- whose eyes heartbreakingly blink in the
     unaccustomed light.

                             ANCHORMAN'S VOICE
               But now this odd little man-beast
               can proudly stand tall, alongside
               our own legendary Batman.

     The Mayor tries to shake Penguin's hand ... but somehow
     Max Shreck is standing between them, patting Penguin's

                             ANCHORMAN'S VOICE
               Gotham's leading citizen, Max Shreck,
               had been on a fact-finding mission in
               Gotham Plaza...

     Shreck whispers something in Penguin's pointy little ear
     -- c'mon, you're a hero, it's your moment.  Embarrassed,
     but -- aw, what the hell -- Penguin takes a little bow.       *

     Gotham Plaza erupts.  "Joy To The World" PEALS over the

42C  INT. WAYNE MANOR LIVING ROOM - NIGHT                      42C

     Bruce and Alfred are both frozen (Alfred's arm
     outstretched to the tree, ornament dangling).  Both still
     staring, at:

42D  INSERT - TV SCREEN                                        42D

     Penguin is in Gotham Plaza, doing a live interview.           *
     Shabby but proud in his tattered cloak, shielding his eyes
     with a small, touchingly frayed umbrella from the glare of
     the studio lights.  He haltingly, earnestly tells CAMERA:

               All I want in return ... is the
               chance to ... to find my folks.
               Find out who they are ... and,
               thusly, who I am ... and then,
               with my parents, just ... try to
               understand why ... why they did
               what I guess they felt they had
               to do, to a child who was born
               looking a little ... different.
               A child who spent his first
               Christmas, and many since, in a

42E  INT. WAYNE MANOR LIVING ROOM - NIGHT                      42E

     Alfred is back to trimming the tree.  But Bruce still
     stares at the TV screen.  Presently:

               Mr. Wayne ... Something wrong?

               No, nothing, ah ...
               His parents ... I ... I hope he
               finds them.

     Alfred murmurs his agreement:  that would be nice.

     HOLD ON BRUCE as he continues to scrutinize the image of
     the Penguin, on the screen...

42F  EXT. HALL OF RECORDS - NEXT DAY                           42F

     Press Photographers jostle to snap photos through the
     windows of the baroque old building.  Frustrated Journal-
     ists, barred from the building by a row of Cops, inter-
     view each other.

                             JOURNALIST 1
               Whattaya think he'll do to his mom
               and dad, when he finds 'em?

                             JOURNALIST 2
                      (stupid question)
               What would you do to your mom and pa,
               if they flushed you down the poop-

     An AGGRESSIVE REPORTER tries to sneak in through a side
     entrance.  He's grabbed by two Shreck Security GUARDS.

                             GUARD 1
                      (escorting him off)
               Mr. Penguin is not to be disturbed.

                             AGGRESSIVE REPORTER
                      (professional outrage)
               The Hall of Records is a public
               place!  You're violating the First
               Amendment, abridging the freedom
               off the press --!

     Suddenly Max Shreck is standing here, surrounded by a
     posse of his own sympathetic reporters, who jot down every

               What about the freedom to rediscover
               your roots, with dignity, with privacy?

                             AGGRESSIVE REPORTER
               What's the deal, Mr. Shreck?  Is
               the Penguin a personal friend --?

     He thrusts his tape-recorder at Max's mouth.  Shreck

               Yes he's a personal friend.  Of this
               whole city.  So have a heart, buddy.

     He flicks off the reporter's Record button.

               And give the Constitution a rest,
               okay?  It's Christmas.

42G  INT. HALL OF RECORDS - DAY                                42G

     We find Penguin alone in the vast, silent Main Hall.
     Seated at an enormous table.  Surrounded by files marked
     "Birth Certificates" ... hundreds of thousands of birth
     records of Gotham's citizens, past and present ...

     ... and Penguin is patiently checking each certificate,
     "thumbing" through them all with his slimy left flipper...

     His right flipper is wrapped around a pen.  Every so
     often, Penguin pauses, then jots down another name, on a
     legal pad.  So singleminded in his search, he doesn't hear
     the muffled CRIES of his name, through the windows, from
     reporters ...

     DISSOLVE.  It's night now.  A cloak of DARKNESS through
     the oversized windows ... even the press has gone home ...
     but Penguin is still here, he hasn't budged.

     Still methodically "flipping" through all those birth
     certificates ... and still jotting down names ... male
     names, boy names ... on a legal pad.  He's filled many
     pads by now -- a tall stack of them.

     By the eerie light of a single table-lamp, he keeps

42H  EXT. GOTHAM STREET - NIGHT                                42H

     The Batmobile sleekly cruises down a deserted street.

42-I INT. BATMOBILE (MOVING) - NIGHT                           42-I

     As Batman drives, Alfred's face comes on a screen inside
     the Batmobile.

               The city's been noticeably quiet
               since the thwarted baby-napping
               ... yet still you patrol.  What
               about eating?  Sleeping?  You
               won't be much good to anyone else                   *
               if you don't look after yourself.                   *

               The Red Triangle Circus Gang ...
               they're jackals, Alfred.  They
               hunt in packs, at night --

               Are you concerned about that
               strange, heroic Penguin person?

     Batman scoffs -- then glances out the window, at:

42J  THE HALL OF RECORDS                                       42J

     Surprise, that's where he's cruising.

     The one light inside still burns, throwing a long shadow
     of the strange, hunched-over Penguin -- at his desk,
     resolutely doing his research.

     In front of the building are a Shreck Guard and a Police-
     man.  Both slumped on the front stairs, both snoozing.

42K  INT. BATMOBILE - LATE NIGHT                               42K

     As Batman drives around the Hall, checking the silent
     street for trouble, then surveying the single lit window,

               Funny you should ask, Alfred.
               Maybe I am a bit concerned.

42L  EXT. CEMETERY - DAY                                       42L

     A MOB of PRESS, MORBID CURIOSITY-SEEKERS, even some over-
     night PENGUIN-GROUPIES, try to muscle their way into this
     grand, well-tended boneyard for the rich and expired.
     Gotham's own Forest Lawn, and a flying wedge of the city's
     FINEST, arms interlocked, keeps out the rabble, as ...

     The Penguin, in threadbare black, waddles past the
     manicured headstones to the twin markers etched with the
     names Tucker Cobblepot and Esther Cobblepot.

     Now, reaching his parents' final resting places, he falls
     to his knees -- not very far to go.  The plucks two wilted
     old roses from his sleeve, and places one upon each plot.

     From behind the police barricade, camera motor-drives
     WHIRR.  Not an instant of this drama is being lost to
     posterity.  A Penguin groupie faints.  Around her, other
     girls pick up the cue -- some wail, others swoon.

     After a moment of silent contemplation, Penguin rises again.
     Mournfully shambles back to the crowded cemetery entrance.

                             AGGRESSIVE REPORTER
                      (he's back)
               So -- Mr. Penguin --!

                       (quiet, tragic dignity)
               I have a name.  It's Oswald

                             AGGRESSIVE REPORTER
               Mr. Cobblepot!  You'll never get a
               chance to settle up with 'em, huh?

     Around him, the crowd gasps in shock at such nerve.

     But Penguin doesn't look shocked, merely surprised.  As
     the flashbulbs flash (Penguin doesn't cringe -- he's
     already used to this media mishegas) he pensively twirls
     his umbrella and, in a reasonable facsimile of a soft,
     sweet squawk:

               True.  I was their number one son,
               and they treated me like number
               two.  But it's human nature, to
               fear the unusual ... even with all
               their education and privilege ...
               My dad, a district attorney, mother
               active in the DAR ... Perhaps when
               I held my Tiffany baby rattle with
               a shiny flipper, and not five
               chubby digits, they freaked.
                      (perfect beat)
               But I forgive them.

     Another ripple through the crowd, of pure love and

42M  EXT. GOTHAM PLAZA--THAT EVENING                           42M

     The Paperboy doesn't have enough tabloids to sell --
     they're flying out of his hands.  He quotes the banner

               Penguin Forgives Parents ... "I'm
               Fully At Peace With Myself and the
               World ..."

     All around him, charmed Gothamites read each other their
     fave quotes from the cover story.

                             GOTHAMITE 1
               "... You don't need hands, as long
               as you've got heart ..."

                             GOTHAMITE 2
               "... My heart is filled with love.
               I feel five feet tall ..."

                             GOTHAMITE 3                           *
               He's like a frog, that became a                     *
               prince...                                           *

                             GOTHAMITE 4                           *
               No, he's more like a penguin...                     *

     We pick up the excahnge of a COUPLE, as they pass:

               Abandoned penguins from the old
               Arctic World raised him...

     The WOMAN wipes a tear, squeezes his hand, and gushes:

               Makes you remember the true
               meaning of the holiday.  The love,
               the giving ...

     Forget Christmas shopping ... It's a virtual sea of the
     late-city edition.  Hot-off-the-presses newspapers
     everywhere ...

42N  INT. BATCAVE LABORATORY--SAME TIME                        42N

     Bruce Wayne is also reading a newspaper.  But he's not
     holding it and it's not today's issue ...

     The newspaper is on microfiche, and it's projected on a
     large screen before him.  It's old, faded, yellowed ...
     Bruce scans the articles and MURMURS, as he scrolls from
     one to the next:

               " ... Red Triangle Circus put on a
               swell show last night, with fierce
               lions ..."

     He punches in a command, that appears on top of the
     screen:  CONTINUE SEARCH FOR:  Red Triangle.  A blur as
     back issues whiz by, then another old article appears.

               " ... Triangle Circus has returned
               for a two-week ... Kids will love ..."

     As he searches for the next reference (blurry screen
     again), Alfred enters with supper, on a tray.

               Thanks, Alfred.

     He sips the soup.

               It's cold.

               It's vichyssoise, sir.

               Supposed to be cold, right?

     He returns to his search through the file.

               Mr. Wayne.  Does the phrase
               "Christmas holiday" hold any                        *
               resonance for you?

     Bruce laughs.  Then grabs an interactive CD on his table-
     top and lobs it at Alfred like a frisbee.

               Listen to yourself, Alfred.  Hassling
               me, yesterday, in my car.

     Alfred dutifully pops the CD in a player, and hears his
     own voice, recorded last night in the Batmobile.

                             ALFRED'S VOICE
               What about eating?  Sleeping?  You
               won't be much good to anyone else --                *

     Bruce snaps it off.

               I learned to live without a mother
               a long time ago, thanks.

     Tense, he turns back to the next article, onscreen.

               " ... Circus is back, with a freak
               show that may not be suitable for
               your kids.  Featuring a bearded
               lady, the world's fattest man, and
               an aquatic bird-boy."

     He turns to Alfred:  what do you make of that?  Alfred

               Why are you now determined to prove
               that this Penguin -- er, Mr. Cobblepot
               -- is not what he seems?  Must you be
               the only lonely "man-beast" in town?

     But Bruce is already engrossed in the next article

               "... Circus folded its tents
               yesterday, perhaps forever.  After
               numerous reports of missing
               children in several towns, police
               have closed down the Red Triangle's
               fairgrounds.  However, at least
               one freak show performer vanished
               before he could be questioned."

     Bruce turns back to Alfred, a strange "smoking-gun" smile
     on his face.

               I suppose you feel better now, sir.

               No, actually I feel worse.

     The two men, regard each other -- wordless, worried.

               Eat up your vichyssoise.                            *

42-O EXT. SHRECK BUILDING--THAT NIGHT                          42-O

     As we BOOM UP to the Executive Suite, we see Selina Kyle
     at her desk in the outer office, slaving away.

43   INT. OUTER OFFICE--NIGHT                                  43

     Selina makes notes.  Now her pen nervously jerks as Max
     oozes in, surprising her with a smarmy palm on her

               Working late?  I'm touched.

                      (under her breath)
               No, I am.
                      (then, officious)
               Yes, I'm boning up for your Bruce
               Wayne meeting in the morning.  I
               pulled all the files on the
               proposed power plant, and Mr.
               Wayne's hoped-for investment...
               I've studied up on all of it ...
               I even opened the protected files
               and --

     Max looks surprised.

               Why, how industrious.  And how did
               you open protected files, may I

               Well I figured that your password
               was "Finster."  Your Pomeranian.
               And it was.  And it's all very
               interesting, though a bit on the
               technical side, I mean about how the
               power plant is a power plant in
               name only since in fact it's
               gonna be one big giant...

     Max encourangingly nods:  go on.  She consults her notes.

               Big giant capacitor.  And that,
               instead of generating power it'll
               sort of be --
                      (checks notes again)
               -- sucking power, from Gotham City,
               and storing it ... stockpiling it,
               sort of?  Which, unless I'm being
               dense, is a novel approach, I'd say.

               And who ... would you say this to?

     Selina is suddenly a tad less certain of her position, as
     Max lights a match, and sets her notepad afire.  She

               Well ... um ... nobody --?

     Max drops the charred notepad and moves toward her.

               ... Where did curiosity get the cat?

               I'm no cat.  I'm just an assistant.
               A secretary --

               And a very, very good one.

                      (a guess)
               Too good?

     Max nods:  You got it, babycakes.  Selina backs away.

               It's our secret.  Honest.  How can
               you be so mean to someone so

               I must protect my interests, Ms.
               Kyle.  And Interest Number One, is

     Selina is up against the window now, her back to the

                      (burst of bravado)
               Okay, go ahead.  Intimidate me, bully
               me if it makes you feel big.  I mean,
               it's not like you can just kill me.

                      (almost pitying)
               Actually, it's a lot like that.

     Tense silence.  Then Max smiles.  Selina wipes away a

               For a second, you really frightened --

     Max savagely pushes Selina through the window.

44   EXT. SHRECK ALLEY--NIGHT                                  44  *

     Selina swirls downward through shattering glass and snow-
     flakes with tragic beauty.

     Her fall is (luckily) slowed by a protruding flagpole
     with the smiling Shreck cat logo on its flapping flag.
     Then she (luckily) lands in a deep snowdrift.

     Her eyes creak open, fuzzily focusing on the happy cat above.

               Help me ... someone ... Miss Kitty ...

45   INT. SHRECK CONFERENCE ROOM--NIGHT                        45

     Max turns away from the window, stunned by his own
     violence.  Even more stunned, when he sees:

     Chip, who's been standing in the doorway.

               I ... it was terrible, I leaned
               over, and accidentally knocked
               her, out --

               She jumped.  She'd been depressed.

                      (beat, then nods)
               Yes.  Yes.  Boyfriend trouble ..?

                      (shakes his head)

     He turns and walks out.  Max watches his son go, seeing
     him in an entirely new light.

46   EXT. SHRECK ALLEY--NIGHT                                  46

     Miss Kitty, summoned by her desperate owner, now appears
     ... leading cats of every shape, color and demeanor from
     every direction.  Selina's cat crawls up onto Selina's
     blouse and begins to breathe into her mouth in an eerie
     feline C.P.R. ballet.

     A Siamese whispers in Selina's ear, aw-so-cute Tabbies
     snuggle against the soles of her feet.  A scraggly Tom
     viciously bites her finger.  Selina's eyes fly open.


     Battered, bloodied, and clutching Miss Kitty, Selina
     re-enters her apartment.  She is the malevolent antidote
     to her poignantly pleasant previous self.  She stares in
     unmoving, but torrid self-contemplation.  Then she
     explodes into vivid montage:

     With a black spray paint can in each hand, Selina attacks
     everything pink and eggshell--carpet, couch, wallpaper.

     With uncoiled wire coat-hangers, she sets about trans-
     forming her Murphy bed into something weird and painful.

     She flings her childhood picture off the wall into a
     mini-bonfire (that includes her sad Christmas tree) set
     up on her kitchen-nook table.

     She lustily shoves a stuffed unicorn into her garbage
     disposal.  The carnage of other ex-cute toy creatures
     are spread about.

     Miss Kitty races about, purring in delight.

     With a sewing needle, Selina repeatedly stabs her doll's
     house, annihilating the micro-detailed rooms.  In close-up,
     the rooms seem to be invaded by a giant silver missile.

     Next, with the same needle, we see her stitching together     *
     something slinky, stretchy and black.                         *

     Then she assaults her feel-good neon sign.  With bare
     fists, she punches out the last letter of the first word
     and the first letter of the second, turning "HELLO THERE!
     into "HELL HERE!"


     As the sun rises through the windows, Selina sits in a
     lotus position on the floor of her very redone apartment.
     She is wearing her sinful black hand-sewn cat-suit.  She      *
     slides a pristine bowl of milk to her content cat and
     speaks in a sultry voice.  Her Catwoman voice.

               I don't know about you, Miss
               Kitty, but I feel.  So.  Much.

49   OMITTED                                                   49
thru                                                           thru
56                                                             56

57   EXT. GOTHAM PLAZA--MORNING--DAY                           57

     MECHANICS hustle about the tree, trying to fix it.

     Bruce Wayne gazes at this hapless exercise, then moves
     past the torched Bat merchandising toward the Shreck

58   INT. THE OUTER OFFICE--DAY                                58

     Max and Chip stare, expressionless, out the shattered
     office window.  Snow has wisped into the office.

               ... I hope nothing--I don't know,
               "icky" happened to her.  Devoured
               by stray reindeer, or ... Bruce.

     Bruce Wayne has just entered.  As he shakes with Max, his
     eyes drift to the window.

               Hmm.  Primitive ventilation.

               Damn those Carny bolsheviks the
               other night, throwing bricks at
               my windows --

               No.  No glass on the inside.

               Weird, huh?

59   INT. THE CONFERENCE ROOM--DAY                             59

     Bruce sits at the circular conference table.  Max paces.

               I'd offer you coffee, but my
               assistant is using her vacation time.

               Good time, too.
               Everyone but the bandits seem to be
               slacking off till after New Years'.

     Max aggressively sits knee to knee with Bruce.

               Not sure I like the inference,
               Bruce.  I'm pushing this power
               plant now only because it'll cost
               more, later.  And a million saved
               is a million earned --

     Bruce SNAPS open his briefcase, pulls out a bound report.

               I commissioned this report.                         *
               Thought you should see it.                          *

     Ostentatiously bored, Max flips through the thing.

               I'll cut to the chase, Max:                         *
               Gotham City has a power surplus.
               I'm sure you know that.  So the                     *
               question is:  what're you up to?                    *

     Max jumps to his feet.

               "A power surplus"!?  Bruce, shame
               on you -- no such thing!  One can
               never have too much power.

     Chip, standing tall beside his dad, vehemently nods.

               If my life has had any meaning,
               that's the meaning.

               Max, I'm gonna fight you on this.                   *
               The Mayor and I have already spoken                 *
               and we see eye to eye here.  So --

               Mayors come and go.  And heirs
               tire easily.  Really think a
               flyweight like you could last
               fifteen rounds with Muhammed

               I'm not scared of you, Max.

     He shuts his briefcase and stands.

               Not compared to that "Cobblepot"
               person you're promoting...

               Scared of Oswald, are you?  Why,
               if his parents hadn't eighty-
               sixed him you two might've been
               roomies, at prep school!

               "Oswald" is linked to the Red
               Triangle Gang.  I can't prove it
               but we both know it's true.

               Wayne, I'll not stand for mud-
               slinging in this office.  If my
               assistant were here, she'd already
               have escorted you out, to --

                             WOMAN'S VOICE, OS
               -- wherever he wants.

     Bruce, Max and Chip all turn, to see:

     Selina, as she sashays in.  Assertively dressed and
     coiffed, hand bandaged but head held high.

               Preferably some nightspot, grotto,
               or secluded hideaway ...
                      (to Bruce)
               You look good in a suit.

     Recognizing her as the spirited woman he'd stared at in
     the plaza, Bruce gives her a warm smile.

               Selina?!  Selina ... Selina ...

               That's my name, Maximillions.
               Don't wear it out, babe, or I'll
               make you buy me a new one.

               Uh, Selina, this is, uh, Bruce                      *

               We've met.

               Have we?

     Bruce realizes his "error."

               Sorry.  I mistook me for somebody

               You mean mistook me?

               Didn't I say that?

               Yes and no ...

     Bruce steps forward.  Gently takes her bandaged hand.

               What happened?

               Yes, did -- did you injure yourself
               on that ski slope?  Is that why
               you cut short your vacation and
               came back?

     His steely smile says:  answer "yes" or else.  Selina

               Maybe that broken window over there
               had something to do with it, or
               maybe not, it's blurry ... I mean,
               not complete amnesia ... I remember
               Sister Mary-Margaret puking in
               Church, and Becky Riley said it was
               morning sickness.
               And I remember the time I forgot
               to wear underpants to school, and
               the name of the boy who noticed
               ... Ricky Friedburg, he's dead
               now ... But last night?  Complete
               and total blur.                                     *

     Max trades looks with Chip.  Then:                            *

               Selina... Please show out Mr. Wayne.

60   OMITTED                                                   60
&                                                              &
61                                                             61

62   INT. OUTER OFFICE - DAY                                   62

     Selina sees Bruce to the elevator.  They scope each
     other ...

               You don't seem like the type who
               does business with Mr. Shreck.

               No.  And you don't seem like the
               type who takes orders from him.

               Well that's a ... long story ...

               Well, I could ... free up some

               I'm listed.

               I'm tempted.

     Selina backs toward the conference room.

               I'm working.

     Bruce backs into the corridor.

               I'm leaving.

63   INT. CORRIDOR--DAY                                        63

     Bruce punches the down button to punctuate the syllables:


     The car arrives.  He gets in.  Suddenly remembers some-
     thing.  Fights the closing doors, dashes out!

64   INT. OUTER OFFICE--SAME TIME                              64

     Selina stops to spitefully squeeze a few drops of blood
     from her injured fingertip into the percolating coffee.

     Suddenly she looks up, realizing that Bruce is standing
     here.  Embarrassed, she jokes:

               Pouring myself into my work.

                      (smiles, then)
               I, ah ... didn't catch your last

               Oh.  "Kyle."

     She mimes making a telephone call.

               Rhymes with "dial."

     Bruce signals: gotcha.  Then backs out.

65   INT. CONFERENCE ROOM--SAME TIME                           65

     As a brooding Max dials out:

               You buy this "blurry" business?

                      (shrugs)                                     *
               Women... nothing surprises me, Chip.                *
               Excepting your late mother... Who                   *
               even knew Selina had a brain to                     *
               damage?  Bottom line:  she tries                    *
               to blackmail us, we drop her out                    *
               a higher window.  Meanwhile I got                   *
               badder fish to fry.
                      (into phone)
               Yeah -- Oswald, please.


     A two-story warehouse space with a particularly funky top
     floor.  A dozen Red Triangle Carny Creeps rough-house on
     the filthy loft floor.  Others crawl in and out, through
     a vent.

     Penguin is sitting by an open window, enjoying the brisk
     winter air as he reviews his stack of legal pads, cross-
     referencing them against a Gotham City White Pages ...
     and scribbling down addresses, next to the boys' names ...

     The Organ Grinder lofts the phone to Penguin.

                             ORGAN GRINDER
               For you, boss.

               Yeah, what is it?  I'm busy up

66A  INT. SHRECK CONFERENCE ROOM--SAME TIME                    66A

     Max smiles.

               Good.  Stay busy up there.

66B  INT. STOREFRONT OFFICE BLDG.--SAME TIME                   66B

     As Max continues, VO, we slowly BOOM DOWN to the GROUND
     FLOOR.  A far shinier, spiffier, classier, freshly-
     painted space ...

                             MAX'S VOICE
               I got plans for us, below.

     A lone Volunteer tapes red, white and blue bunting around
     the perimeter of the room.  Bunting never looked so ominous.

     QUICKLY BOOM BACK UP to the funky top floor.

               "Plans."  Swell.  Later.

     He slams down the receiver.  Then goes back to the phone
     book, and his list ...

67   OMITTED                                                   67  *
&                                                              &
68                                                             68  *

69A  EXT. ANOTHER ALLEY--NIGHT                                 68A *

     where a relatively normal-looking MUGGER slaps his hand
     over a FEMALE VICTIM's mouth and rummages into her purse.

                             FEMALE VICTIM
               Help Bat--

               Now-now, pretty young thing, nice
               and easy...

                             FEMALE VICTIM
               Please, don't hurt me, I'll do

     Suddenly the mugger squeals in pain -- his hand is            *
     yanked out of the purse by a stinging whip that's             *
     wrapped around his wrist.                                     *

     With a screech, Catwoman suddenly lands around the
     mugger's neck, twisting him down in a brutal tackle.

               I just love a big strong man who's
               not afraid to show it, with
               someone half his size.

               Who the...

     Catwoman smiles politely, and puts away her whip.             *

               Be gentle, it's my first time.

     The Mugger charges up at Catwoman, who savagely Rockettes     *
     him back, gasping with fixed-the-toaster-by-myself delight.
     Then a flurry of talon scratches across his face that sends
     him squealing to the asphalt.


                             FEMALE VICTIM
                      (rushing up)
               Thank you, thank you, I was so

     Catwoman swats the Female Victim back against a wall.

               You make it so easy, don't you --
               you pretty, pathetic young thing?
               Always waiting for some Batman to
               save you.

     The Female Victim is quaking, mouth twitching in fear ...
     As Catwoman leans forward, Victim cringes, expecting the
     worst.  But Catwoman throatily whispers into the Female
     Victim's ear:

               "I'm Catwoman, hear me roar."

     Then gaily cartwheels out of the alley, into the night.


     The Strongman pumps iron, rippling the bellydancers
     tattooed on his biceps.  An acrobat walks on his hands
     across the filthy floor, past ...

     Max, walking Penguin down the stairs, one hand over his
     protegee's slitted eyes.

               Don't look, Oswald.  It's a

               A big bag of fan mail?  Filthy
               lucre?  Wait don't tell me ... Is
               it a broad?

     We follow them down to the spiffy ground floor storefront.

68C  INT. CAMPAIGN H.Q.--DAY                                   68C *

     Max lifts his palm off Penguin's puss.


     Penguin's eyes pop.  We reveal the storefront (the window
     is draped for secrecy) as Cobblepot For Mayor campaign
     headquarters!  Bunting, balloons, posters proclaiming Ozzie
     vs. the Insiders, desks, MacIntoshes, and fresh-scrubbed
     college-kid Volunteers.

     Who now burst into CHEERS and APPLAUSE for a speechless
     Penguin.  Under all that ruckus.

               Bu ... wh ... I ... I mean ...

               Yes, adulation is a cross to bear.
               God knows I know.  But someone's                    *
               got to supplant our standing-in-                    *
               the-way-of-progress Mayor and                       *
               don't deny it, Mr. Cobblepot, you've                *
               got the magic!                                      *

               Max, elections happen in November.                  *
               Is this not late December, or have
               I inhaled too much swamp gas in my

     Suddenly, a stylish, slick and instantly loathsome pair pop
     out of nowhere, bedecked with accessories -- JOSH and JEN.

               Keep the umbrella!  Works for you!
               I'm Josh.  Here!  Reclaim your

     He sticks a gold cigarette holder in Penguin's mouth.  As
     they flutter around him, Penguin instinctively fidgets.

               I'm Jen.  Stand still while I slip
               on these little glove-thingies ...

     She's tugging cute stuffed Mickey Mouse-y gloves over the
     Penguin's fingers, and trying to suppress her gag reflex.

               Our research tells us that voters
               like fingers.

     Josh, meantime, queasily fingers Penguin's tattered
     clothes.  Then flashes a "we've got a ways to go"
     grimace, at Max.

               Not a lot of reflective surfaces
               down in that sewer, huh?

     Jen chuckles.  Penguin joins in the laughter.  The
     Volunteers laugh, too.

               Still, could be worse.  My nose
               could be gushing blood.                             *

                      (frankly confused)
               Your nose could ... what do you ...

     Penguin suddenly -- viciously -- chomps on Josh's cute
     snout.  The Volunteers GASP.

               Enough!  Everyone ...

     While Josh faints, in b.g., Max leads Penguin away to a
     quiet corner.  And confides:

               You're right, we missed the
               regularly scheduled election.  But
               elected officials can be recalled,
               impeached, given the boot!  Think
               of Nixon, Meacham, Barry ... Then
               think of you, Oswald Cobblepot,
               filling the void.

     Penguin nods.  He's thinking about something quite like

               Me and that "Jen" chick... maybe                    *
               we could take a tumble...                           *

     He furtively glances over at Jen, swabbing Josh's blood.

               Wonder if it's worth my time.                       *

               We need signatures.  To overturn the
               ballot.  I can supply those, Oswald.

               I could teach her my "French                        *
               flipper" trick...                                   *

               Oswald:  We need one more thing.                    *

                      (snapping out of it)                         *
               A platform?  Lemme see ... Stop
               global warming.  Start global
               cooling.  Make the world a colder
               place.  Frigid ...

               That's fine, Oswald.  But to get
               the Mayor recalled, we still need
               a catalyst, a trigger, an incident.
               Like the Reichstag fire, the Gulf
               of Tonkin.

               "You're doin' great, Mayor
               Cobblepot."  "Your table is ready,
               Mayor Cobblepot."  "I need you,
               Oswald.  I need you now.  That's
               the biggest parasol I ever --"

     Suddenly Max's words sink in.  Penguin points at the ceiling.

               Ah.  You want those lawless,
               mindless, homicidal imbeciles up
               there ... you want my old friends
               ... want them to humiliate the
               powers that be.  Drive the Mayor
               into a foaming frenzy.  You want
               my hideous cohorts to go haywire.

     Max smiles.

                             MAX                                   *
               Precisely.  But they must come and                  *
               go via the plumbing ducts that I've                 *
               provided.  That shall be as sacred                  *
               as the separation between church                    *
               and state.

               ... Want 'em to go apeshit.  Nutso.                 *
               Ballistic ... Do permanent damage
               to little old ladies.  Loot, pillage,
               annoy people in a big way ...
               Sounds fun.  But I ...

     Max looks at him: but you what?  An evil shadow falls
     over Penguin's face.  We DRIFT IN on his slitted eyes, as:

               I got my own ... quest to pursue                    *
               up here.  It's crucial I not get                    *
               sidetracked, with some silly ...                    *

               Sidetracked?  Oswald, this is
               your chance to fulfill a destiny
               that your parents carelessly
               discarded ...

                      (puffing up)
               Reclaim my birthright, y'mean?

               Imagine:  You'll have the ear of
               the media.  Access to captains
               of industry.  Unlimited poon-
               tang ...

     Penguin quickly decides.

               I wanna be the Mayor.  I wanna be
               the Mayor of Gotham City ...

     Then looks out at the city.  And makes a benediction:

               Burn, baby, burn.

69   OMITTED                                                  69

70   EXT. ANOTHER GOTHAM STREET--NIGHT                        70   *

     Wearing protective goggles, the ORGAN GRINDER twists out
     some music as his monkeys dance.  Then    nges down on
     his Organ Box causing an Insta-Teller machine to explode.
     His monkeys hop up to snatch flaming cash.                    *
                             ORGAN GRINDER                         *
               All this dough... it's burning a                    *
               hole in my pocket!                                  *

71   INT. CAMPAIGN HEADQUARTERS--NIGHT                        71

     Upstairs.  Penguin stands by the open window, watching
     the destruction, his face lit by the flames outside as
     he HEARS updates from a fat Clown, his ear against a

                             FAT CLOWN
               The Ice Rink was torched!
               The 12th Precinct reports
               offensive graffiti and a pharmacy

     Penguin makes a fist, with phony fingers.

               Love to get my flippers dirty.                      *
               Bust someone's skull.  Eat someone's
               pet ...
                      (then, a statesman)
               But action must be balanced with
               discretion ...

     He moves back to his desk.  Resumes writing.

     As we MOVE IN on Penguin, we reveal that he's adding new
     addresses, to his mysterious list...

71A  OMITTED                                                  71A
&                                                             &
72                                                            72

72A  INT. SELINA'S APARTMENT--NIGHT                           72A

     Selina looks out almost longingly at the unfolding
     apocalypse below.  Suddenly Miss Kitty leaps onto the sill
     and then out the open window.  Inspired, Selina jumps up
     and goes for her Catwoman garb.  As she effects a quick

               An orgy of sex and violence?  Count
               me in, Miss Kitty.

     She crawls cat-like through the narrow gap, onto the ledge.

               It's the purr-fect cover, for
               the purr-fect crime.

73   OMITTED                                                  73
thru                                                          thru
75                                                            75

76   EXT. ANOTHER GOTHAM STREET--NIGHT                        76

     The Knifethrower Dame axes down a store door.  Other
     gang members pound DEFENSELESS VICTIMS.  All suddenly
     turn TO CAMERA -- to Batman.

     Batman reaches into his bat-belt and pulls out what looks
     like a sleek black Gameboy.  As if bored on a plane,
     batman casually punches in a set of white dots and one
     red one.  The Knifethrower Dame rockets a blade into his
     Bat-chest plate.  Batman keeps punching in dots.

     With a simultaneous howl, the band of thugs charge at
     Batman from every direction.  Batman presses a button on
     his Gameboy that causes batarang arms to sprout out.
     Batman heaves the super-batarang.

     The super-batarang whizzes with wild concentration, pin-
     balling from Creep skull to Creep skull, slamming them
     all, including a lunging gang member behind Batman, to
     the ground.

     But now, as it wobbles back to Batman, the Ratty Poodle
     leaps up and snatches the batarang in his rotten teeth.
     The Poodle, led by the Poodle Lady, scurries off.

     Before Batman can give chase, the Raggedy Sword-Swallower
     leaps out at him.  Batman gives him a strategic elbow to
     the ribs and pulls the sword from his mouth.  A Thin
     Clown with a bomb strapped to his chest pops out next.

                             THIN CLOWN
               I'll blow up this whole --

     Batman lashes out with the sword and shears the bomb from
     the Thin Clown's chest.

     Batman catches the bomb, then slams the Clown to the
     ground with the back of the sword.  Flinging away the
     sword, Batman goes searching for his super-batarang.

77   EXT. SHRECK'S DEPARTMENT STORE--NIGHT                    77

     Catwoman saunters up to the door of a closed Shreck's
     department store and punctures the Shreck Kitten logo on
     the glass, with her talons.

78   INT. DARKENED DEPARTMENT STORE--NIGHT                    78

     Catwoman dashes down an aisle, shredding the priceless
     blouses of a gauntlet of pouting mannequins.  She twists
     up the volume on a stereo, blasting cool jazz.  She
     stamps atop a jewelry case in a girlish tantrum.

               Oh, for me?  You shouldn't have...

     At the sound of shattering, a PAIR OF SECURITY GUARDS
     round a corner to see Catwoman now merrily bouncing on
     a trampoline in Physical Fitness.

     From Catwoman's rising and falling POV, the Security Men
     gasp up.

                             SECURITY ONE
               Who is she?  What is she?

                             SECURITY TWO
               I don't know whether to shoot or
               fall in love.

               You poor guys ... always confusing
               your pistols with your privates ...

     The Guards have unholstered.  Before they can fire,
     Catwoman swooshes down, thrashing them to the ground.
     Then cartwheels to a wall tile that she bashes open,
     revealing a propane tank behind it.  She talons off a
     hose, letting gas hiss away ...

                             GUARD 1
               Don't hurt us!  Our take-home is
               under three-hundred.

               You're overpaid.  Hit the road.

     The Guards have already taken off running as Catwoman
     skips over to Car-Care, gathers up a handful of aerosol
     cans ... then saunters down to Today's Kitchen, and shoves
     the cans into a row of microwave ovens.  Giddily BEEPS
     them all ON.

79   EXT. GOTHAM PLAZA--NIGHT                                 79   *

     The Tattooed Strongman swaggers out from a patch of smoke
     behind Batman and looses a savage kidney punch.  Batman
     painfully reels forward, keeping balance.

                             TATTOOED STRONGMAN
               Before I kill you, I let you hit
               me.  Hit me.  Come on, hit as hard
               as you can.  I need a good laugh.

     Batman punches the Strongman's stomach.  The Tattooed
     leviathan roars with laughter.

                             TATTOOED STRONGMAN
               You call that a...

     The Tattooed Strongman stops laughing when he looks down
     and sees that Batman has attached the Thin Clown's bomb
     to the Not-so-Strongman's leopard skin.  Batman gives him
     a calm, firm push into an open manhole.

     An explosion geysers out of it.  Batman turns from the
     blast at the precise moment Penguin meanders out of the
     darkness, casually shaking debris off his umbrella.  They
     stop dead at the sight of each other.

               Admiring your handiwork?                            *

               Touring the riot scene.  Gravely
               assessing the devastation.
               Upstanding mayor stuff.

               You're not the Mayor.

               Things change.
                      (sticks out a
               Hey, good to meet you.  We'll be                    *
               working hand in glove in Gotham's                   *
               glorious future.

     Batman doesn't shake.  Instead he gestures at the plumes
     of smoke all around the plaza.

               Once you were their freak, now                      *
               these clowns do your bidding.
               Must feel pretty good.

               Better than you know, Bat-boy.

               What're you really after?                           *

               Ah, the direct approach.  I admire                  *
               that in a man with a mask.  But                     *
               you don't really think you'll ever
               win, playing it your way ..?

                      (cold smile)
               Things change.

     Penguin is fashioning a retort, when both men suddenly        *
     turn, mesmerized, to the sight of Catwoman coming toward
     them from out of Shreck's department store, startling
     back flip by startling back flip.  She does a final
     somersault and lands on her feet, ten yards away.

                      (dry enunciation)

     The department store behind her goes up with a glowing
     roar.  Batman and Penguin are knocked back.  Both men
     quickly regain their balance.  But neither can speak,
     right away.  Presently:

               I saw her first.
                      (then, opens
               Gotta fly.

     The steel rods of Penguin's umbrella spin out of control,
     shredding off the black cloth and turning into a mini-
     helicopter that lifts Penguin off the ground.

     Meantime Batman catches sight of Catwoman scaling the
     ridges of a Plaza building.

80   OMITTED                                                  80

81   EXT. BUILDING ROOFTOP--NIGHT                             81

     Batman storms up the last of the fire escape and passes
     Catwoman, curled atop a rooftop power shack.  When she
     speaks, Batman turns to see her slink down.  Disarming
     patches of flesh are revealed all over her battle-ripped

               Where's the fire?

               "Shreck's."  You --

     Catwoman launches a brutal kick in Batman's face.  Batman
     vibrates back a few steps, then comes forward and slams
     Catwoman into a whimpering ball.  She looks up, shocked.

               How could you?  I'm a woman...

                      (suddenly taken
               I'm -- sorry, I --

     Catwoman spins, pounding Batman off the ledge.  Then
     lashes out her whip, coiling it around Batman's flapping
     arm.  With both hands, she jerks him up.  Lashes her end
     of the whip to a weather vane.

               As I was saying:  I'm a woman, and
               can't be taken for granted.  Are
               you listening, you Batman you?

               Hanging on every word.

               Good joke.  Wanna hear another one?

     Batman nods:  Lay it on me.

               The world tells boys to conquer the
               world, and girls to wear clean                      *
               panties.  A man dressed as a bat
               is a he-man, but a woman dressed
               as a cat is a she-devil.  I'm just
               living down to my expectations.
               Life's a bitch -- now so am I.

     She runs her talons over the whip-lifeline.  Meantime         *
     with his free arm, Batman reaches into his bat belt and
     pulls out a plastic mini-test tube with a blue fluid on
     top, red fluid on the bottom, separated by a thin barrier.

               A "he-man"?  Sure.  They shine
               that beacon in the sky, then wonder
               what hole I crawl out of.

               Wow, a real response and you're
               not even trying to get into my tights.
               But explain me ... If you're
               so down on "them" out there, why
               bust your bat-buns to protect 'em?

               I just can't sleep at night.
               Exploding department stores keep
               me up.  One ...

     He snaps the tube.  As the blue seeps into the red and
     the tube slowly glows purple ...

               I can't sleep either, lately.  A
               little link, between us.  But
               bottom line baby, you live to
               preserve the peace, and I'm dying
               to disturb it.  That could put a
               strain on our relationship.

               ...four, five.

     He lobs the now-bubbling tube as Catwoman starts to sever
     the whip.  The mixture explodes against her forearm.  She
     SHRIEKS like a dying cat and soars down onto the next
     ledge, barely.

     Batman leaps down, to her.  Her talons frantically claw
     and scratch as she tries not to plummet.  Batman grabs
     her, pulls her up -- for a moment, they're embracing.

               Who are you?  Who's the man behind
               the bat?  Maybe he can help me
               find the woman behind the Cat.
                      (pressing armor)
               That's not him ... Ah, here you
               are ...

     Her talons poise at the edge of Batman's armor, just above
     the waist.  Suddenly Catwoman thrusts.  Batman ROARS with
     pain and fiercely swats Catwoman away -- off the building!

               -- No --

     He watches in shock as her body hurtles toward the ground.

81A  EXT. GOTHAM STREET--NIGHT                                81A  *

     But at the last minute, from out of nowhere, a dumptruck
     filled with sand passes, and Catwoman lands in a soft dune.

82   OMITTED                                                  82

82A  EXT. TRUCK (MOVING)--NIGHT                               82A

     As the truck motors off, Catwoman waves a paw up at
     Batman.  Then murmurs, as she cozily rolls around in the

               Saved by kitty-litter.  Some
               date ...

     Then, lit by a streetlamp, she tears up her sleeve to
     study the nasty injury Batman dealt her.

               So it's not a corsage.  But a
               burn lasts so much longer.  The

83   INT. THE BAT CAVE--NIGHT--LATER                          83

     Batman, disrobing, checks the puncture wounds on his

               The bitch.

     Then he buzzes for his butler.

               Alfred ... Would you bring me some
               antiseptic ointment, please?

                             ALFRED'S VOICE
               Coming ... Are you hurt?

               My ego, mostly.

     He signs off.  Then lightly rubs the wound ... and

               ... Meow.

84   OMITTED                                                  84
&                                                             &
85                                                            85

85A  INT. SHRECK OUTER OFFICE--NEXT DAY                       85A

     Selina sits at her desk.  The old Post-its are now
     replaced.  The new ones read "Defy Authority," "Take No
     Prisoners" and "Expose The Horror."  A buzzing fly
     distracts her as she works ... without looking up, her
     hand nails the little pest with feline precision.  With
     her other hand she grabs a carton of lowfat milk.  Then
     impatiently stands ...

86   INT. SHRECK CONFERENCE ROOM--DAY                         86

     Selina saunters in, with coffee.  Chip, seeing her, sits
     up ramrod-straight.

               Morning, Max.  Bummer about the
               store.  You insured?

               I damn well better be.  In fact I
               want you to phone those goniffs
               over at Gotham Insurance and tell
               them --

               Actually I have to split.  Take
               a "personal day."  You don't mind?
               Max, you're tops.

     Max nods -- sure, sure -- then sips his coffee.  And
     spits a live cockroach from his mouth!

     Both Max and Chip GAG as it crawls across the table.

               Those darned exterminators.  They
               swore the machine was ship-shape.

     With that she turns, and saunters out.

87   OMITTED                                                  87
thru                                                          thru
90                                                            90

90A  EXT. CAMPAIGN HEADQUARTERS--NOON                         90A

     After last night's rampage, the curtain has come off the
     window, revealing the storefront as the nucleus of a new
     political movement.  Twin banners read:  "Oswald Means
     Order" and "Cobblepot Can Clean It Up."

90B  INT. CAMPAIGN HEADQUARTERS--NOON                         90B

     The room is crowded with Press and Volunteers, who
     surround Penguin (cooled by a fan) as he pontificates ...

               I may have saved the Mayor's baby,
               but I refuse to save a Mayor who
               stood by, helpless as a baby,
               while a band of hooligans flushed
               our fair city down the tubes of
               debauchery, devastation --                          *

90C  ANGLE--AGGRESSIVE REPORTER                               90C

     One one of the pay phones in back.  Other reporters call
     in stories to their editors as Penguin RAGES in b.g.

                             AGGRESSIVE REPORTER
               Oswald Cobblepot, the mystery
               man-beast who's been delighting
               Gotham, today made his bid to
               deliver Gotham ... from ruffians
               who've run riot, and from a Mayor
               he's called "impotent, inept ..."

90D  BACK TO PENGUIN                                          90D

     As he concludes his exhortation to the throng:

               ... inept, indecisive, and ... and
               too tall.  We don't need a tall
               man to run this town.  The bigger
               they are, the harder they fall.
               We need a ... compact man who carries
               a big umbrella.  Thank you, all.

     Puffing from the APPLAUSE, he heads for the stairs and
     passes an adoring young Volunteer Bimbo.

                             VOLUNTEER BIMBO
               Mr. Cobblepot, you're the coolest
               role model a young person could have ...

                      (raw lust)
               And you're the hottest young person
               a role model could have.  Here,
               wear a button.

     Penguin fondles and fumbles a campaign button onto the
     pert breast of the starry-eyed Bimbo.

     Then, as he struts upstairs:

               I could really get into this Mayor
               stuff.  It's not about power, it's
               about ... reaching people.
               Touching people.  Groping people ...


     In sordid contrast to the gleaming h.q. below.  The           *
     Organ Grinder supervises construction of various arcane       *
     weaponry.  As Penguin enters, the Fat Clown pops in his       *

                             FAT CLOWN
               Hey Penguin, there's a --

     Penguin savagely stomps on the Clown's oversized shoe.

               My name's not Penguin!  It's
               Oswald Cobblepot!

     He continues on, still musing:

               Hell, maybe I'll get laid on the                    *
               campaign trail ... Happy Trails ...

     The KNIFETHROWER DAME blocks his path.

                             KNIFETHROWER DAME
               Oswald ... someone here to see

     She nods at Penguin's bed, in the corner.  He lights up
     as he sees Catwoman, sexily curled up on the mattress.
     (Hanging above is a birdcage, where Penguin's filthy
     CANARY intermittently SHRIEKS.)

                      (throaty squawk)
               Just the pussy I been looking for.

     Catwoman sits up, languidly stroking her shoulders.

               Chilly in here.

     In fact there are twin air conditioners, on adjacent
     walls, both aimed at the bed and going full blast.

               I'll warm ya!  I got hot mitts --!

               Down, Oswald.  We have to talk.  You
               see we've got something in common.

               Appetite for destruction?
               Contempt for the czars of fashion?
               Wait don't tell me ... Naked
               sexual charisma?

               Batman.  The thorn in both our
               sides, the fly in our ointment.                     *

               Huh?  You're implying I'm some
               kinda psycho criminal?

     Catwoman ironically takes in the sociopathic chaos.  Then

               My mistake.

     Penguin sits her back down.

               Are you perchance a registered
               voter?  I'm also a mayoral

               I have but one pet cause, today:
               Ban The Bat.

               Oh, him again.  He's already
               history -- check it out.

     Penguin gestures at the wall ... detailed drawings and
     blueprints of the Batmobile, inside and out.

               We're gonna disassemble his spiffy
               old Batmobile, then reassemble it
               as an H-bomb on wheels.  Capiche?
               Yesterday's victor is tomorrow's

                      (shakes her head)
               He'd have more power as a martyr.
               No, to destroy Batman we must
               first turn him into what he hates
               most.  Meaning, us.

     There's an array of closed umbrellas, propped.  Penguin
     picks a disturbingly phallic one, strokes Catwoman's
     thigh with it.

               Y'mean frame him?

               You're quick.  Mayor Cobblepot.

     As the umbrealls-dildo travels up, toward Catwoman's

               Right on!  Batman goes Manson, and
               the Mayor goes South.  Straight
               into the sewer.  Actually it's not
               so bad down there, I miss the
               drip, drip, drip ...

     Meanwhile Catwoman has noticed, on Penguin's night-table,
     the tall stack of legal pads filled with names.

               Hmm ... Not even in office yet,
               and already an enemies list ..?

     Attempted seduction forgotten, Penguin springs up,
     scurries over and covers the stack with his gloves.

               Those names are not for prying eyes!

     And suddenly it hits him:

               Hey, why should I trust some
               Catbroad?  This is the big-time.
               Are you the real item?  Maybe you're
               just some screwed-up sorority chick
               who's getting back at Daddy for not
               buying her that pony when she
               turned sweet sixteen ...

     Catwoman gulps, nervous -- then retaliates by shooting
     her paw into the birdcage.  She pulls out the canary and      *
     shoves it into her mouth.  Penguin leaps up, frantic.

               No, don't hurt Gertrude!  I was
               just -- whattaya call it --

     Catwoman coolly spits out the canary, which flutters off.

               Thanks.  Jeez.  Not used to this
               man-woman, cat-mouse business.
               Generally the babes flock to me,
               I tell 'em take a number.

               You're off the hook, Ozzie.  But
               Batman is decidedly not.

     She drifts over to Penguin and starts to vamp him,
     gliding her talons over his grotesque, sweating features.

                      (sultry skulking)
               He napalmed my arm.  He knocked me
               off a building just when I was
               starting to feel good about myself.
               I want to play an integral part
               in his degradation.

               Well, a plan is forming ... A
               vicious one, involving the loss
               of innocent life ...

               I want in.  The thought of busting
               Batman makes me feel all ...
               dirty.  Maybe I'll give myself a
               bath right here ...

     Catwoman slyly licks an arm.  Penguin grossly licks his

               You just got yourself a deal,

90F  OMITTED                                                  90F

90G  EXT. WAYNE MANOR--THAT NIGHT                             90G

     Through the window, we see the sparkling Christmas tree.
     And we HEAR, wafting from the TV set:

                             PENGUIN'S VOICE
               I challenge the Mayor to re-light
               the tree in Gotham Plaza, tommorow

90H  INT. WAYNE MANOR LIVING ROOM--NIGHT                      90H

     Alfred serves Bruce his supper, as Bruce impassively
     watches "Oswald Cobblepot" at campaign headquarters, on
     local news.

                      (on TV)
               He must prove that under his
               administration, we can carry on
               our proud traditions without fear.
               Not that I have any faith in the
               Mayor... but I pray, at least,
               that Batman will be there, to
               preserve the peace.

     Alfred notices his boss quietly seething.

               Sir.  Shall we change the channel
               to a program with some dignity and
               class?  "The Love Connection,"

     Bruce quietly tells the preening image on the screen:

               You're very subtle, "Oswald."

     Then moodily clicks OFF the TV.

91   EXT. THE SHOPS OF GOTHAM PLAZA--DAY                      91

     browse a damaged but not defeated line of Plaza shops.        *
     Father, Mother, and Boy--A FAMILY HIGHLY REMINISCENT OF
     YOUNG BRUCE WAYNE AND HIS DOOMED PARENTS--drift to a          *
     magically intact toy store window.

     Bruce Wayne sidles up beside them and sadly contemplates
     the cozy menage.  He turns and looks, not through the
     window, but at it, at the reflection of himself.

     In the corner of the window reflection is a reflection of
     Selina Kyle standing across the street.  Her back turned,
     she is also looking toward a store window.  Noticing her,
     Bruce turns from his window.

92   EXT. THE STORE ACROSS THE STREET--DAY                    92

     Selina grimly stares at her reflection.  And asks

               Why are you doing this?

     Bruce touches her shoulder, startling her.

               Selina.  Hi.  Didn't mean to --

               Scare me?  No, actually, I was
               just scaring myself ...

               I don't see how ... Anyway, it's
               a treat to find you out in the
               world, away from Ebeneezer

               Treat to be here.

     They begin to stroll, together.

               What's the story?  Holiday blues?                   *

     Selina nods at a newsstand as they pass it:  blazing
     headlines that read "BATMAN BLOWS IT," "IT'S A CAT-
     ASTROPHE" and "MEE-OUCH!"

               The news these days ... weird.
               People looking to superheroes for
               their peace of mind, and blaming
               their problems on super-villains
               ... instead of themselves, or
               their spouses at least.

               And it's not even accurate ... I
               mean, "Batman Blows It"?  The guy
               probably prevented millions in
               property damage.

               I heard on TV, "Catwoman is thought
               to weigh 140 pounds."  How do
               these hacks sleep at night?

     In b.g., Police cordon off the Plaza.  Workers hoist
     signs that read "The Relighting of the Tree, Tonight at

               You're not coming to that, are
               you?  "The Relighting of the Tree"

               I wouldn't be caught dead.  No,
               it's probably how I would be
               caught.  The Mayor stupidly took
               Cobblepot's bait --

               -- and it's gonna be a hot time
               in the cold town tonight.

     Bruce glances at her, surprised.

               You almost sound enthusiastic.

               I detest violence, but ...
               Christmas complacency can be a
               downer, too.

               You've got a dark side, Selina                      *

               No darker than yours, Bruce.

                             BRUCE                                 *
                      (muses)                                      *
               Well, I'm... braver at night, if                    *
               that's what you mean...                             *

                             SELINA                                *
                      (surprised, glances over)                    *
               Yeah?  Me too...                                    *

     They pass the stage where, the Ice Princess is being re-      *
     briefed on the difficult job of pressing the gaily multi-
     colored button whose wires lead to the tree.

               ... Maybe I'll watch it on TV.

               "We"?  You and...

               ... and me.
               No, that's be me and me.
               Is that what I said?

               Yes and no...

     Laughing too, Bruce takes her hand and leads her off the
     sidewalk just as Alfred pull up, playing chauffeur ...


     She's alone, in front of the mirror, nervously primping
     and reviewing:

                             ICE PRINCESS
               The tree lights up, I press the
               button ... No wait, I press the
               button and --

     She turns at the sound of her dressing room door opening.
     Penguin waddles in, grinning the Ratty Poodle at his

                             ICE PRINCESS
               Who are you?

               Talent scout.

                             ICE PRINCESS
               Come in!  You know I don't just
               light trees.  I studied the Method.
               By mail, but --

     Penguin wrests the stolen Batarang from the Poodle's

                             ICE PRINCESS
               What is that, a camera or

               Say cheese.

     The Ice Princess strikes a pose.

93   OMITTED                                                  93

94   INT. WAYNE MANOR LIVING ROOM--EVENING                    94

     Nat King Cole on the stereo, does his romantic Yuletide       *
     thing.  Bruce and Selina, in matching mellow-melancholy
     moods, sit close on the couch opposite a blazing hearth.

     Alfred refills their eggnog, then discreetly ducks out.

               I'm sure he's wonderful company
               and all, but ... doesn't the gold-
               plated bachelor bit get a little
               ... stale?

               Somewhat like the lonesome
               secretary syndrome, I'd suppose.

               Executive Assistant.

               Had one.  Didn't work.

               What went wrong?  Hang on, I think
               I know ... You kept things from

               Nope, I told her everything.

               And the truth frightened her?

                      (careful, pained)
               Well ... How can I put this.
               There were two truths ... and she
               had trouble reconciling them.
               Because I had trouble reconciling
               them.  Vicki said.

               "Vicki."  Ice-skater, or



     Now they both laugh.  Selina tries to get serious again.

               Well?  Was "Vicki" right?  About
               your difficulty with duality?

               If I said yes, then you might
               think me a Norman Bates, or a Ted
               Bundy type ... and then you might
               not let me kiss you.

     Selina responds by leaning forward and planting a wet one
     on Bruce's mouth, that lingers.  When their lips finally

               It's the so-called "normal" guys
               who always let you down.  Sickos
               never scare me.  At least they're

               Ah ... then you've come to the
               right lonely mansion.

     They fall into another kiss.  Now Selina starts to undo
     his shirt.  But Bruce remembers his Catwoman-wound, and
     stops her.  They kiss some more ... then he starts to
     unbutton her blouse ... but she remembers her Batman-burn,
     and stops.

     They pull apart.

               I, ah ... never fool around on the
               first date.

               Nor I, on the second.

               What're you doing three dates
               from now?

     Selina hops off the couch and crosses the room.

               Weren't we gonna watch the
               Relighting of the Tree?

     She flicks ON the TV.  And there is PANDEMONIUM in the

94A  INSERT--TV SCREEN                                        94A

     An ANCHORMAN standing in Gotham Plaza is jostled by           *
     frenzied crowds, as he SHOUTS:

               We repeat ... The Ice Princess
               has been kidnapped!  And it only
               gets worse ... Commissioner Gordon
               ... Can you confirm the reports
               we're hearing, of Batman's
               suspected involvement in the

     We GO LIVE to an ashen Police Commissioner, in front of       *
     the Ice Princess's tent.                                      *

                             COMMISSIONER GORDON
               The evidence is purely
               circumstantial.  We found this,
               stained with blood, in the missing
               girl's dressing room ...

     He holds up a baggie that contains Batman's stolen

94B  INT. WAYNE MANOR - LIVING ROOM--NIGHT                    94B  *

     Selina looks quietly shocked:  How could she forget?
     Corn Dog!  Bruce is freaked too, but plays it cool.

               Selina, I'm just gonna check on
               those chestnuts, Alfred was roasting ...

     He slouches out.

95   OMITTED                                                  95
thru                                                          thru
97                                                            97

97A  INT. WAYNE MANOR FOYER--NIGHT                            97A

     Bruce sprints INTO FRAME, nearly colliding with his butler.

               Sorry, Alfred, I have to get to the
               Plaza.  You heard Penguin, he was
               practically begging me to show.

               Which is why I hoped you'd snub him.

                      (backing out)
               'Fraid I can't.  There's been a
               kidnapping ... Tell Selina ...
               Ms. Kyle ... that some business came
               up -- no, tell her some major deal
               fell through, she'll feel sorry ...
               No, no, here's what to do, just tell
               her ... let her know that I ... not in
               a dumb "Be my girlfriend way," but --

               I will relay the message.

               Alright, thanks.

     Bruce bolts.

98   OMITTED                                                  98

98A  INT. LIVING ROOM--NIGHT                                  98A

     Selina waits a moment, then sneaks out, into:

99   OMITTED                                                  99

99A  INT. THE FOYER--NIGHT                                    99A

     Where she bumps into Alfred.

               Alfred!  Hi.  I --

               Ms. Kyle.  Mr. Wayne told me to                     *
               tell you that --                                    *

               Mr. Wayne.  Bruce.
               Yes ... Would you tell him for me
               that I've been going through a lot
               of changes and ... no, don't say
               that.  Just ... this is not a
               rejection, my abruptly leaving,
               it's ... In fact, tell him he makes
               me feel the way I hope I really
               am ... no ...
               If you whip up a sonnet,                            *
               something -- a dirty limerick ...                   *

                             ALFRED                                *
                      (smiles, assures her)                        *
               One has just sprung to mind.                        *

     Selina laughs, exits.                                         *

100  INT. BATCAVE--NIGHT                                      100

     Opening his vault, Bruce breaks out the Bat suit and
     begins to get into it.

101  INT. SELINA'S VOLKSWAGEN--NIGHT                          101

     As she drives, Selina pulls her Catwoman outfit out from
     underneath the single-woman-old-People-magazine-Diet-
     Cola-can detrius of her Volkswagen.

101A EXT. COUNTRY ROAD--NIGHT                                 101A


102  EXT. A GOTHAM ALLEY--NIGHT                               102

     The Batmobile coasts into a deserted alley.  Batman bounds
     forth and activates the car's security shields.

103  EXT. GOTHAM PLAZA--NIGHT                                 103

     Klieg-lights sweep the plaza, as though everything was
     fine.  The rattled Mayor is at the mike, trying to
     maintain calm.

               People .. fellow citizens ...
               There's no need for panic, this
               can still be a party that Gotham
               will remember for --

     His tremulous voice overwhelmed by SHRIEKING feedback.

104  EXT. GOTHAM ALLEY--NIGHT                                 104

     Led by the Poodle Lady, the Ratty Poodle hobbles to the
     mouth of the alley.  There's the Batmobile.

     Behind them come Penguin's perverse crew, each holding a

     The Knifethrower Dame climbs atop the security cloak with
     a crude laser device.  She jimmies the laser and with a
     whoosh, the shield sputters off.

     Each Gang-member sports a meticulous drawing on a
     protruding headpiece, so he can scan the card while
     toiling with both hands.  The Red Triangle Gang begins
     taking apart the Batmobile.

105  OMITTED                                                  105

106  EXT. ATOP A GOTHAM PLAZA BUILDING--NIGHT                 106

     Hidden in shadow, Batman cautiously surveys the crowd.
     Amid the feedback, sentence fragments waft up from the PA:

               ... incess will be safely ... atman
               will be brought in for ques ...

     Now Batman notices a building across the alley.  In the
     one open window sits a bound and gagged Princess.

     Batman fires across a grapple to the ledge above.

107  EXT. GOTHAM ALLEY--NIGHT                                 107  *

     The Batmobile has been dismantled like a post-Thanksgiving
     turkey.  Wires are twisted.  Clamps are added.  The piece
     de resistance is A BEACON/ANTENNA that is placed carefully
     beneath the vehicle.

108  EXT. LOFT LEDGE--NIGHT                                   108  *

     The viewer catches Batman on the last squeak of a swoosh-
     ing ride, into:

109  INT. LOFT--NIGHT                                         109

     All that's in here are the Ice Princess and the chair
     she's lashed to.  Batman pulls out her gag.  She BABBLES
     her thanks as we BRING UP the WHINE of SIRENS, below.  As
     Batman struggles to untie the many knots, restraining her:

               Gotta hurry.  I was set up to look
               like I did this --

                             ICE PRINCESS
               No sweat, I'll just tell the police
               I was kidnapped by an ugly little
               birdman with fish breath.

                             CATWOMAN (O.S.)
               Did someone say 'fish'?

     She drops from the ceiling.

               Yummy, I haven't been fed all day.

     Then she kicks out at Batman -- but the came-to-play
     Crusader grabs her heel and twists her down, face first.

               Eat floor.  High fibre ...

     Catwoman springs up, pouting.

               Hey stud:  I thought we had
               something together.

               We do.

     He head-butts her.  But Catwoman quickly recovers, then
     back-flips to the Princess and talons her free.  Tosses
     the chair at Batman as she drags the squealing Princess
     through a door.

               Gotta go, girl-talk, guys keep

     Batman swats away the flying chair and hustles after
     them.  The door is dead-bolted.  He crunches it open.

110  OMITTED                                                  110

111  EXT. FIRE ESCAPE--NIGHT                                  111  *

     Catwoman wrenches a resisting, squealing Ice Princess up
     a fire escape.  Batman rumbles after them, a floor behind.    *

112  EXT. GOTHAM ALLEY--NIGHT                                 112  *

     The Gang busily backtracks, restoring the Batmobile to
     its original state.

     The Knifethrower Dame reactivates the security shield as
     the Gang skedaddles.

113  EXT. FIRE ESCAPE--NIGHT                                  113  *

     Batman crashes up the last flight, onto...                    *

114  EXT. BUILDING ROOFTOP--NIGHT                             114

     Catwoman has vanished.  The Ice Princess stands here,
     near the lip of the building, shivering in her skimpy

                             ICE PRINCESS
               She let me go.  I think 'cause
               I reasoned with her, girl to girl.

                      (cautious, approaches)
               Okay .. just slowly move toward
               me ... away from the edge ...

     As the Ice Princess takes a tentative step forward:

                             PENGUIN'S VOICE
               Look out -- lawn dart!

     He steps into the light and lofts an umbrella.

     Its sharp point sticks in the roof, an inch from the
     Princess's big toe.  The umbrella automatically opens,
     releasing several live baby bats, that swarm up at her.

               No -- don't panic --

     Batman bounds to her aid, but the Ice Princess steps
     back, away from the bats, losing her balance ...

     One sweeping Klieg-light catches Batman as he rushes          *
     at the Ice Princess, arms outstretched to save her.           *

     The other Klieg lights the Princess herself, as she           *
     topples off the building!

115  OMITTED                                                  115
&                                                             &
116                                                           116

117  EXT. GOTHAM PLAZA--NIGHT                                 117
     A huge crowd is gaping up at the terrible scene.

                             CROWD MEMBER
               Batman?  Batman pushed the

     The devastated Mayor and his staff follow, with their
     heads, the trajectory of the Princess -- which corre-
     sponds to that of their careers.

     Her body slams down onto the gaily multi-colored button.

     This makes the Christmas tree come to life, but not with
     lights.  Instead a legion of EEKING BATS bellow out from
     the tree's branches and swoop uopn the crowd, violently
     rearranging a hundred hair-do's.

117A EXT. BUILDING ROOFTOP--NIGHT                             117A *

     Both Batman and Penguin stand here (on opposite ends of
     the roof), looking down on the mind-boggling pandemonium.

               Bats with wings, do your things ...

     Batman turns on Penguin, to do irreparable injury, but
     the rooftop door flies open (hiding Penguin) and a
     squadron of Cops drop into combat position.

               Wait --

                             COMMISSIONER GORDON
               Hold your f--

     Too late.  The volley of bullets violently ripple against
     Batman's armor, sending him over the edge of the building.

     He clangs onto a terrace railing, then lands on
     another ...

118  OMITTED                                                  118

119  EXT. TERRACE--NIGHT                                      119

     An enfeebled Batman tries to stand, but is gently pushed
     back down by Catwoman's sexy straddle.

               You're catnip to a girl like me:
               handsome, dazed, and to die for.

     As she leans down to kiss him cat-style (a lick on his
     lips) Batman sees, above her head, a hanging sprig of

               A kiss under the misteltoe.
               Mistletoe can be deadly, if you
               eat it ...

               But a kiss can be even deadlier,
               if you mean it.

     She unfastens his Bat-belt, flings it off the terrace.

120  OMITTED                                                  120  *

121  EXT. TERRACE--NIGHT                                      121

     Still straddling the winded Crusader:

               You're the second man who killed
               me this week.  But hey, no prob ...
               I've got seven lives left.

               I tried to grab you -- save you --

               Seems like every woman you try to
               save ends up dead, or deeply

     She savagely pulls him up.

               Maybe it's time to retire.

     She viciously claws at his face, and mask, but Batman
     feints back and does a reverse swan-dive off the terrace.

122  EXT. IN AIR--NIGHT                                       122

     As Batman falls, a pair of balsa wood-enforced, black
     cloth kite-wings extend out and open.

123  EXT. PLAZA BELOW--NIGHT                                  123  *

     Gotham citizens gape at the bizarre sight of Batman flying
     amid his real-life counterparts.

124  EXT. GOTHAM ALLEY--NIGHT                                 124  *

     Batman continues to swoosh ever downward.  He edges out
     before the crowd.  Parallel to the ground, Batman glides
     into the alley for a skidding, quasi-crash, leaving him
     barely conscious.  The black balsa batwings crunch to
     pieces in the tumble.  The Batmobile looms at the end of
     the alley.

125  OMITTED                                                  125

125A EXT. THE TERRACE--NIGHT                                  125A

     Catwoman turns away from the scene of Batman's disgrace.

               You said you were going to scare
               the Ice Princess.

     Penguin is standing here, with a battered Tiffany box.

               And I kept my word!  The lady
               looked terrified.

     He opens the box, revealing a hideous engagement ring.

               Let's consummate our fiendish union!

               I wouldn't touch you to scratch you.

               I oughta have you spayed!  You
               sent out all the signals!

                      (moment of doubt)
               Did I?  Only 'cause my mom trained
               me to, with a man... any man, all
               men --
                      (slaps her forehead)
               Corn dog!

     Enough self-hate.  Catwoman redirects her rage at Penguin.

               Me, domesticated?  By you?  I doubt
               it!  You repulsive... awful...

               The name is Oswald Cobblepot.

     He hooks the umbrella's handle around her neck.  It auto-
     matically curls into a tight semi-noose, then the ribs
     start to spin, shredding the pannels... it's now a tiny

               And the wedding's been called off.

     Catwoman is yanked up, into the air.  Penguin wistfully
     waves fairwell.  Then mopes away.

126  EXT. GOTHAM SKYLINE--NIGHT                               126

     Catwoman whirls through the Gotham sky.

     She painfully stretches out with her claws and tears
     open the strangling handle.  She is released.

     Catwoman makes a dazzlingly awesome freefall plunge,
     finally crashing through a skylight into...

127  INT. A PENTHOUSE GREENHOUSE--NIGHT                       127

     and a tableful of flowers.  She lies for a moment in
     stunned silence then bursts into an inhuman wail that
     shatters the greenhouse glass.

127A EXT. PLAZA--NIGHT                                        127A

     Penguin is escorted through the crowd toward a CAMPAIGN
     BUS emblazoned "Cobblepot, Soft He's Not".  Gothamites
     offer encouragement, which cheers him a tad ... he
     presses buttons upon his more bosomy supporters ... which
     cheers him a lot.

127B INT. CAMPAIGN BUS--NIGHT                                 127B

     Invigorated, Penguin moves straight to a twisted-tech
     remote control panel of switches, buttons and levers,
     all labeled with the various functions of the Batmobile.
     As a bonus, there's a mini-steering wheel.  Cackling,
     Penguin grabs it.

128  EXT. GOTHAM ALLEY--NIGHT                                 128  *

     Batman staggers toward his car.  He undoes the security
     cloak on the deceptively pristine Batmobile.  A CROWD OF
     PURSUERS of the "There-he-is-Don't-let-him-get-away"
     variety, swing around the corner.

     Batman quickly crashes down into the driver's seat and
     takes a breath of guarded relief when suddenly the doors
     loudly lock.  All systems on the control panel flash on
     by themselves.  The engine cacophonously VROOMS.

129  OMITTED                                                  129

130  INT. THE BATMOBILE--NIGHT                                130

     Batman pounds his fist into a Batmobile window to no
     effect.  Penguin's face comes on the screen the same way
     Alfred's innocuously did before.

                             PENGUIN (screen)
               Don't adjust your set.  Welcome
               to the Oswald Cobblepot School
               of Driving.  Gentleman, start
               your screaming...

     The vehicle thunders forward, slamming him back.

131  EXT. THE BATMOBILE--NIGHT                                131

     blasts from an alley, freaking out his pursuers, and
     makes a wild turn into the street.

132  INT. CAMPAIGN BUS--NIGHT                                 132

     Penguin rambunctiously joggles the steering wheel.  On
     one screen, he sees Batman's tensed face.  On another
     screen is a Batmobile-eye view.

               Maybe this is a bad time to mention
               it, but my license has expired.
               Of course, so have you.

133  INT. THE BATMOBILE--NIGHT                                133

     Batman tears off a shard of his console.  Rips and tugs
     at various wires...

134  OMITTED                                                  134
thru                                                          thru
137                                                           137

138  INT. CAMPAIGN BUS--NIGHT                                 138

     PENGUIN plays his controls like the Phantom of the Opera.

139  INT. BATMOBILE--NIGHT                                    139

     Levers on the console move down by themselves. Batman
     uses Hurculean strength to push them back up.

               Batman... I know you're not having
               a swell time, but lemme tellya:
               Taking control of your vehicle,
               mowing down decent people, and
               laying the bad vibes squarely on
               you ... makes the hairs in my                       *
               nose tingle.                                        *

140  EXT. GOTHAM PLAZA--NIGHT                                 140

     There is a major traffic jam on this one-way street
     caused by two cars involved in a fender-bender.  The two
     angry Drivers are out of their vehicles, arguing; a Cop
     tries to mediate.  Meantime sixteen or so cars are backed
     up.  Suddenly, from down the block, there's a NOISE loud
     enough to drown out all the blaring horns.  Everyone
     turns back, to silently gape at:

     The Batmobile, blasting up the block!  It's plowing
     stopped cars out of its path onto the sidewalk, where
     some crash through storefronts!  Now the Batmobile
     reaches the head of the line ...

     As the two stunned Drivers stop arguing and just stare
     in horror, both their vehicles are sent flying -- one
     hits a fire hydrant and shears it clean off!  A heavy
     geyser of water shoots up and strikes the electrical
     insulator suspended above, knocking the large coil onto
     the wet sidewalk.  Now the coil starts to short, firing
     off sparks, setting a small store afire as the Batmobile
     streaks out of frame, to continue its trajectory of terror.

141  INT. BATMOBILE--NIGHT                                    141

     As Batman continues to tear at his console:

               Just relax, and I'll take care of                   *
               the squealing, wretched, pinhead
               puppets of Gotham.

142  EXT. ANOTHER GOTHAM STREET--NIGHT                        142

     A pack of Gothamites flee in different directions,
     leaving a stranded old lady immobile with fear.  The          *
     Batmobile spectacularly angles right at her.  She's a
     bunny paralyzed by the headlights.

143  INT. CAMPAIGN BUS--NIGHT                                 143

     Penguin licks his lips as the Batmobile zooms toward her.

               Helpless old lady at twelve o'clock                 *

     He presses down on the accelerator.

144  INT./EXT. THE BATMOBILE--NIGHT                           144

     Batman yanks open a ceiling panel, revealing another
     myriad of wires and fuses.  He stares with harsh
     concentration.  He pulls out a round fuse.

     The Batmobile squeaks to a sudden dead halt, centimeters
     before the vibrating then fleeing old lady.                   *

145  OMITTED                                                  145  *

146  EXT. GOTHAM STREET--NIGHT                                146

     The steel jack-type device again explodes out of the
     bottom of the Batmobile, lifting it up off the ground.
     But instead of going into a simple, suave 180 twist,
     the car convulses into a Tasmanian Devil spin that
     revolves it at mind-roasting speed.  A battalion of
     police cars surround it.  Officers jump out and begin

147  INT. THE BATMOBILE--NIGHT                                147

     Penguin's image on the spinning screen surreally

148  INT. CAMPAIGN BUS--NIGHT                                 148

     Penguin twists the Square knob some more, as he squawks:

               Ya gotta admit ... I've played
               this stinking city like a harp
               frmo hell!

149  EXT./INT. THE BATMOBILE--NIGHT                           149

     spins even faster.  Batmobile drives his fist through the
     screen, shutting up his nemesis.

     Then he kicks and tears open a panel on the floor.
     There's a thick tangle of wires and spinning gears down
     here.  Batman bravely plunges his glove through the mess,
     pounding out a hole through the Batmobile's gleaming
     black skin...

     Looking up at the underside of the Batmobile, we see
     Batman reach down through the hole and find the gang's
     Beacon Rod.

     He snaps it in half.

     The jack is sucked back up and the Batmobile breaks out
     of its cartoon swirl and rockets between two police cars,
     smashing a third as it speeds off.

150  INT. CAMPAIGN BUS--NIGHT                                 150

     Frustrated, Penguin pounds the controls.

               Came this close to a perfect
               evening!  Iced the princess.  Blew
               away Batman.  Almost got married.
               Killed the bitch.  This close..!

151  OMITTED                                                  151
thru                                                          thru
162                                                           162

163  EXT. STREET--NIGHT                                       163

     The two Police Cars give chase, blowing out their             *
     weaponry at the Batmobile.

164  INT. THE BATMOBILE--NIGHT                                164

     Batman floors the pedal while rummaging through his con-
     sole's twisted wires.  With his free hand, he makes a
     sharp right turn.

165  OMITTED                                                  165
&                                                             &
166                                                           166

167  DEAD-END STREET                                          167

     The Batmobile swooshes onto a road that has two brick
     buildings towering at the end of it with only a small
     not-quite-a-car-let-alone-a-Batmobile-size gap between

     THE POLICE screech behind them.

               He'll never fit!

168  INT./EXT. THE BATMOBILE--NIGHT                           168

     The Batmobile streaks closer to the building.  The cops
     continue to fire.

     Batman sparks two wires together.  The windshield wipers
     come on.

                      (gently puzzled)
               That's funny...

     The buildings loom before the windshield.

                      (with a strange laugh)
               Now I'm a little worried....Oh.

     Batman connects two wires.

169  EXT. BATMOBILE--NIGHT                                    169

     The sides of the Batmobile break off and clang to the
     ground and the wheels of the car remarkably contort in a
     single-file roller blade configuration, leaving only a
     sleek missile of a car that smoothly darts between the
     two buildings.

170  EXT. THE STREET--NIGHT                                   170

     The lead cop car tries to follow, but gets wedged between
     the buildings.  The cop car behind piles into it!             *


     The Bat-missile-mobile slashes out of the gap.  Then does     *
     a suave, angled speed skate around a corner.  And             *

172  OMITTED                                                  172
thru                                                          thru
175                                                           175  *

176  EXT. PLAZA--NEXT DAY                                     176

     Max escorts Penguin -- er, Oswald Cobblepot.  Despite the
     heavy turnout for the "Recall The Mayor" rally, Penguin
     (twirling a red-white-and-blue umbrella) is cranky.

               ... So he survived ... C'mon, be a
               mensch, stand t...

     Max trails off.  Penguin is giving him that "my nose
     could be gushing blood" look.

               He didn't even lose a limb, an
               eyeball ... bladder control ..

               Point is, listen to them.  They've
               lost faith in old symbols.
               They're ready to bond with you, the
               icon of the future.  If it works,
               don't fix it...

     He fairly pushes the grumpy Penguin onto a platform.

               We'll celebrate tonight, at my
               annual Max-squerade ball.  Shreck
               and Cobblepot, the visionary

     Penguin takes the mike, looking grouchy and uninspired.

     Down in front, a shameless, toothsome Cobblepot-Groupie
     flashes major cleavage, as though Penguin were a pop star.

     This heartens Penguin.  He quickly rises to the occasion.

                      (booming squawk)
               When it came time to ensure the
               safety of our city, did the Mayor
               have a plan?  No, he relied on a
               man.  A "bat" man.

     Somewhere in the crowd stands Selina.  Staring poker-
     faced at the podium, her gaze flicking between Penguin
     and Max Shreck.

177  INT. WAYNE MANOR STUDY--DAY                              177

     Bruce and Alfred watch "Cobblepot's" address on TV.

               A ticking time bomb of a costumed
               freak who finally exploded last
               night, spraying this city with
               shrapnel of shame!

     Bruce rises.  Rolls up a sleeve as he moves to his aquarium.
     Sticks in his arm, puts two fingers through the window of a
     miniature Wayne Manor.  Fish swarm his wrist.. .

               I'm less worried about this ghastly                 *
               grotesque... more concerned about                   *
               repairing the Batmobile.  It's not
               as though we can simply bring it
               to any old Joe's Body Shop.  Is                     *
               it, sir?

     Bruce pulls out a key.  And laughs.

               Hey, who let Vicki Vale into the
               Batcave?  I'm sitting there
               working, I turn around, it's like,
               "Oh hi, Vick, c'mon in."

     Then on to a medieval Iron Maiden set in a corner across
     the room.  He muses:

               Selina ... more facets than Vicki,
               huh?  Funny, but sort of mysterious...

               "Affair" ... yes, maybe ... if
               she ...

               I think I'll take the stairs.                       *

     The spikes retract and the bottom drops out of the Iron
     Maiden, as it closes.

178  OMITTED                                                  178
&                                                             &
179                                                           179

180  INT. THE BATCAVE--DAY                                    180

     Bruce slides out of a chute, then strolls to a console.
     He pulls out the CD he'd pocketed last night, and inserts
     it into a sleek aparatus as Alfred comes puffing

     Penguin is still posturing, on a large SCREEN down here.

               You ask, am I up here for personal
               glory?  Ha ... I toiled for many
               years in happy obscurity, beneath
               your boulevards ... No, the glory
               I yearn to recapture, is the Glory
               of Gotham ...!

     Alfred, all the while, is manning his own console.  He's
     punches in a command, "Find Frequency", which quickly
     brings up the read-out "Frequency Found".  His next typed
     command, "Jam Frequency" soon yields the read-out
     "Frequency Jammed."

     Alfred nods to Bruce:  time to play.  Bruce presses Play.

181  EXT. GOTHAM PLAZA STAGE--DAY                             181

               How can this be accomplished?  I
               know you're all concerned.

     Suddenly his mike goes dead -- but his VOICE keeps RINGING
     out over the Plaza, somehow.

                             PENGUIN'S VOICE
               Hey, just relax and I'll take
               care of the squealing, wretched,
               pinhead puppets of Gotham.

     Penguin is stunned.

               Wait a sec -- I didn't say that.

     But nobody can hear his unamplified voice, over the
     recorded one, from last night.

                             PENGUIN'S VOICE
               Ya gotta admit ... I've played this
               stinking city like a harp from

     As his Campaign Workers back off the stage, the puffed-up
     Oswald Cobblepot reverts to the limping, twisted Penguin.

182  OMITTED                                                  182
&                                                             &
183                                                           183

184  INT. THE BATCAVE--DAY                                    184

     Like a sophisticated rap CLub DJ, Bruce "scratches" the

185  EXT. GOTHAM PLAZA--DAY                                   185

     The single phrase loudly resounds, again and again, as
     Penguin helplessly stands here, lips moving but unheard.

                             PENGUIN'S VOICE
               "This stinking city, stinking
               city ..."

     Mortified, Penguin spazzes -- looking, for a second, like
     a rapper.  His performance is greeted with snowballs ...
     then a couple of eggs and tomatoes find their way to his

     Finally Penguin gallops away from the mike -- bumping into
     Max Shreck, who is fighting to get off the platform.          *

     Penguin claws at his mentor, losing a glove in the

               Max!  Relax!  Josh and Jen'll put
               a spin on this.  We'll talk it over
               tonight, at your costume par--

                      (shakes his head)
               I think you'd feel out of place at
               my party.  You see, it's for

     He scrams.  Leaving Penguin wiping his face and wondering:

               Why is there always someone who
               brings eggs and tomatoes to a

     When suddenly a posse of livid Gothamites, ripping off
     their Oswald Cobblepot buttons, come at him like a human

186  EXT. GOTHAM PARK--DAY                                    186

     Penguin makes a wild dash through the park, just ahead
     of the angry mob, barely leaping a park bench.  As the
     Gothamites gain, he turns, FIRING a salvo from his
     patriotic umbrella.  In response, the Park Cops unholster
     their weapons and shoot back.  Penguin saves himself by
     diving off the storybook bridge -- the very bridge his
     parents dumped him from, many Christmases ago -- splash-
     ing deep into the icy brook.                                  *

187  INT. PENGUIN'S LAIR--DAY                                 187

     Penguin trudges, head down, out of the abyss of his sewer
     pipe back into the light of his Lair.  Thuds into his Rubber
     Duck boat and revs it toward the abandoned Arctic island.

     Oblivious to his pain, his penguins squawk and play.
     This brings a dark smile to the Penguin's thin lips.

               My babies ... Did you miss me?

     As he docks his Duck, the remaining members of the Red
     Triangle Circus Gang straggle into the lair through a
     tunnel of Snow and Ice.  The Thin Clown pops into his         *

                             THIN CLOWN
               Great speech, Oswald.  The way you                  *
               told those rubes the score!

     Penguin brutally smacks the Clown's skull with his umbrella.

               My name's not Oswald, it's Penguin!
                      (burst of renewal)
               I am not a human being!  I'm an
               animal!  A cold-blooded one.
               Crank the a.c.!

     He yanks off his tux, rips off his other glove and wiggles
     his webbed hands, as he rallies his gang.

               I'm glad this happened.  I've
               learned a little somethng:  I
               don't want their "love".  Their
               "love" is false and suffocating.
               Ah, but their hatred and disgust
               -- that frees me!  Anyway it's
               too damn muggy up there!
               Christmas, right?  And I'm

     The Gang clucks its sympathy.  Penguin claps his hands.

               Where's my list!?  Bring me the

     A beat, and then the Knifethrower Dame is here, with
     Penguin's stack of legal pads he'd filled at the Hall of

               It's time.  What I've been waiting
               for my whole putrid life.  They                     *
               had their chance, they blew it,
               and now they'll pay ...

     Penguin hops around with dark glee, like Rumpelstiltskin.

               Oh, what a collosal bill has come
               due!  Gotham will never forget.

     He tears pages from the pad, starts handing them out.  The
     Red Triangle Hoods are reading the names ... "Evan Black,
     181 Shepherd Lane"... "Thomas Frankel, 273 Carlton Avenue"
     ... frankly confused.

               These are the first-born sons of
               Gotham City!  Like I was!  And
               just like me, a terrible fate waits
               for them.

     The surviving Circus Members send up a changed-my-mind

188  INT. THE BATCAVE--NIGHT                                  188

     Bruce works on the battered Batmobile, rewiring, etc.
     The TV SCREEN is on ... a press-conference with the
     Mayor.  We catch phrases like "Return to normalcy" and
     "Seen the last of that hateful charlatan ..."

     Now Alfred appears, holding the invitation to tonight's
     ball -- away from him, as though it smells.

               Mr. Wayne ... a reminder:  Tonight
               is that loathsome party, hosted
               by that odious Mr. Shreck.  May we                  *
               RSVP in the resoundingly negative?

               I'm tempted, but ... well ... it
               is an occasion for celebration,
               and ... umm ... Selina will probably
               be there ...

               Ah.                                                 *
               "Who", may I ask, are you going

                      (ambiguous smile)
               You'll never guess.


     Max Shreck stands on a platform before a microphone, wear-
     ing a scary black leather jacket-and-everything-else-         *
     ensemble with a vivid red eye-mask.

               Attention Shoppers...

     A SWARM OF PARTY GUESTS laugh appreciatively, also
     in COSTUME--costumes that are exotic, erotic, evil, and       *
     pretty stupid.  An ARMORED KNIGHT lifts his visor to
     bulge his eyes at this annoying behavior.  It is Alfred.

     As Max speaks, one takes in the rejuvenated department
     store, still eerily burnt around the edges.  New and
     glitzy Christmas decorations shine.  The whole store has      *
     been bathed in seductive nightclub lighting.                  *

               Like this splendid department
               store, Gotham can quickly bounce
               back from the tumult of the past
               days ... So deck the halls, and
               shake your booties!

     A BAND behind Max launches into a sultry headbanger.          *
     Guests begin to groove out on a make-shift dance floor.       *

     Max gives a "forgive me?" toast toward the vindicated
     Mayor who is dressed in a Roman Toga that sprouts a
     Caesar-style myriad of plastic daggers and fake blood.        *

     Various people are in Batman and Catwoman outfits,
     including an undulating couple on the dance floor, Josh
     and Jen.  Josh is Catwoman.  Jen is Batman.

               Jen, look over there, but don't

               My god.  How rude.

     They are revealed to be looking at Bruce Wayne strutting
     down the main aisle, dressed dramatically as......BRUCE
     WAYNE.  The only one without a costume, Bruce catches
     some glares from the hedonists.  He and Max shake hands,
     trading chilly smiles.

               Ingenious costume.  Let me guess
               ... Trust-fund goody-goody?

               Course you're feeling fine ... You
               almost made a monster the Mayor of
               Gotham City.

               I am the light of this city.  And
               I am its mean, twisted soul.  Does
               it really matter who's the "mayor"?

               It does to me.


     He drifts off.  Bruce considers having the last word, when
     his attention is diverted to a new guest, entering.  It's:

     Selina Kyle, dramatically dressed as ... Selina Kyle.  She
     draws the same sour looks as Bruce did.  And ignores them,
     as Bruce did.  Gives Bruce a lovely, world-weary smile.

190  OMITTED                                                  190

191  INT. STORE DANCE FLOOR--NIGHT                            191

     Chip Shreck is dressed as an old-time football hero, in
     knickers, etc.  He moves, warily, across the floor ...

               Selina ... Ms. Kyle... May I have
               this --

     Bruce cuts in and Selina lets him:  The band does a           *
     ballad as Selina flows into Bruce's arms.  They nakedly
     dance amid the swathed-in-artifice revelers.

               Sorry about yesterday ... Some big
               deal came together, no, fell
               through, and --

               'S'okay, I had to go home, feed my

               No hard feelings?

     Selina presses against her partner.  Smiles.

               Actually ... semi-hard, I'd say.

     Bruce blushes, steps back.  Selina does a sultry

               There's a big, comfy California
               King over in Bedding.  What say
               we ...

               Y'mean take off our costumes?

                      (sad laugh)
               Guess I'm sick of wearing masks ...

               Same here.  So why'd you come

               You first.

     Bruce presses close to her again.

               To see you.

     He waits for a response.  Selina pauses, then:

               That's lovely and I really wish I
               could say the same, but ... I came
               for Max.

     At first, Bruce doesn't understand.

               You don't mean ... you and Max ..?

     Selina gives a harsh laugh, shakes her head.

               This and Max.

     She discreetly pulls a little derringer from her evening
     bag.  Shocked, Bruce pushes it back in her bag.

192  OMITTED                                                  192

193  INT. THE SEWER BELOW THE STORE--EVENING                  193

     The spooky ballad wafts into a sewer below the Store.
     The lights of the party radiate through the grate of a
     ventilator shaft.  Rising into this strange mix of music,
     light, and slime is Penguin's Rubber Duck.  On its
     scissor-lift, it continues to climb, at first revealing
     Four Penguin Shock Troops, in bizarre headgear, missiles
     pointed straight up.

194  INT. STORE--DANCE FLOOR--NIGHT                           194

     Bruce and Selina continue to dance, emotions rising.

               Now don't give me a killing-Max-
               won't-solve-anything speech,
               because it will.  Aren't you tired
               of this sanctimonious robber baron
               always coming out on top?  When he
               should be six feet under?                           *

               Jesus, Selina, you're not the judge                 *
               or the jury... I mean, just who do
               you think you are?

               I don't know anymore, Bruce ...

     They glide together beneath a piece of hanging mistletoe,
     and she gives a soft, almost regretful kiss.  And laughs.

               A kiss under the mistletoe.
               Mistletoe can be deadly, if you
               eat it ...

               But a kiss can be even deadlier,
               if you mean ... it.

     And suddenly it hits them -- what?  No!  Can it be?

               BRUCE                            SELINA
          You're ... her?                  You're ... him?

     Bruce tenderly, carefully undoes the cuff of Selina's
     blouse and pulls back her sleeve.  Feels:

               The burn I gave you.

     Meanwhile Selina's hand explores under Bruce's shirt, finds:

               The puncture wounds I gave you.
               Oh god ... does this mean we have
               to start fighting now?

     Bruce's answer is to hold her tight.  He's scared, so is she.

               ... What do we do?

               I don't know.  Till we figure it
               out, let's ... let's keep dancing.

     That works for Selina.  They sway on, to the haunting song.

     Alfred is standing next to Commissioner Gordon, watching.

               A darling couple.

               Yes, made for each other ...

     Abruptly a square of dance floor EXPLODES, sending Bruce,
     Selina, Chip, Max, Josh, Jen, Alfred, Gordon, et al,

     Erupting up from the sizzling hole is Penguin, in his
     Rubber Duck.  In addition to the Four Penguins, he's
     brought the Organ Grinder with his Gatling gun.  The          *
     Revelers SHRIEK as the Organ Grinder introduces his boss:

                             ORGAN GRINDER                         *
               Yes, Virginia, there is an anti-

               You didn't invite me, so I

     Once again, the Mayor steps forward.

               What do you want ... "Penguin"?

               Nothing from you ... "Putz".

     He pushes the Mayor out of the way.  And announces, to the
     horrified throng:

               Right now, my troops are fanning
               out across town, for your
               children ...
                      (over gasps)
               Yes, for your first-born sons ...
               The ones you left helpless, at
               home, so you could dress up like
               jerks, get juiced on Max's

     As those closest to the bomb blast dazedly pick themselves
     up off the dance floor ...

               I've personally come for Gotham's
               favorite son ... Mr. Chip Shreck!                   *

     The Organ Grinder grabs a struggling Chip holding him with    *
     an ornate handgun.                                            *

     A woozy Selina turns, to her dance partner:

               Bruce ... we have to do someth ...

     Then trails off.  Bruce has slipped away, in the confusion.

     Penguin crows, as Chip is hustled over to the Rubber          *

               You're coming with me, you Great
               White Dope!  To die, way down in
               the sewer!

               Not Chip!  Please!  Penguin ...
               If you have one iota of human
               feeling, you'll take me instead.

               I don't.  So, no.

                      (grabs Penguin's coat)
               I'm the one you want!  Penguin,
               please!  Ask yourself:  Isn't it
               Max Shreck who manipulated and
               betrayed you?  Isn't it Max, not
               Chip, whom you want to see immersed
               up to his eyeballs in raw sewage?

                      (removing Max's hands)
               Okay, you have a point.  Plus, the
               hysterics are getting on my nerves.

     Then barks:

               Let Knute Rockne live.  For now.

     The Organ Grinder frees Chip, grabs Max.  Forces him into
     the Rubber Duck.  Penguin jumps in after them.

     As the Rubber Duck swooshes back down into the hole, the
     penguins cover the escape by firing a smokey volley:

     Smoke bombs ... that create massive, coughing chaos ...

195  OMITTED                                                  195
&                                                             &
196                                                           196

196A EXT. GOTHAM CITY - NIGHT (MONTAGE)                       196A

     The Red Triangle Gang sweeps the city for its first-born

     1.  A Darling Little Boy sits at the window-sill,
         dreamily staring out.  Suddenly a CLOWN pops up,
         into view.

                             DARLING LITTLE BOY
               Finally.  The tooth fairy ... What
               do I get?

         We see he's lost a front tooth.

               Why, the ride of your life.  Hey
               c'mon, little guy ...

         The Clown reaches out a hand.  The Boy eagerly steps
         up onto the sill, then disappears into the night ...

     2.  A cute bathroom.  Sheep, daisies, and the Alphabet
         adorn the walls.  A Toddler is standing here, making
         faces at himself in the mirror, and giggling.  OS, we

                             NANNY'S VOICE
               Billy ... If you're not brushing,
               I'll tell your Mama ...

         Suddenly, in the mirror, the Organ Grinder appears,       *
         monkey scampering across his shoulders.  The Toddler      *
         starts to scream, but the Organ Grinder clamps a huge     *
         hand over his mouth --

     3.  A plush nursery.  An Infant boy peacefully sleeps in      *
         a custom-wood crib.  An Acrobat-Thug quietly vaults       *
         through the window.  Scoops up the infant, vaults out     *
         as an alarm WAILS, but the Infant sleeps on --            *

     The montage quickly accelerates:  a swift succession of       *
     sleeping, bundles babes handed through windows, doors ...     *

A196BINT. LAIR - NIGHT                                        A196B

     Penguin impatiently waits, pacing as he twirls two
     identical long, elegant umbrellas.

               Ooh, this is gonna be good...

     He turns to Max, confined to a cage half-submerged in
     goo, clutching a tattered blanket against the cold.

               To cut down a whole crop of
               Gotham's most promising, before
               their prime...

     He gestures at a brown-ish gurgling subterranean lake.

               How do I lure 'em in, you ask?

     He pops one of the umbrellas at Max, who flinches.

               Little "Pied Penguin" action...

     The umbrella is wickedly charming... open, it's a mini-
     merry-go-round, playing the "Penguin Theme" in a haunt-
     ingly childlike rinky-dink style.  Penguin shows, with
     a happy prance, how he'll use it to lead the kids to
     their doom.

               And you get to watch them all sink,
               in a deep puddle of your industrial
               by-products.  Then you join them.
               Tragic irony or poetic justice?
               You tell me.

     We DISSOLVE from the twirling merry-go-round umbrella to
     a WAGON-WHEEL, turning ... then WIDEN to REVEAL:

196B EXT. "CIRCUS TRAIN" - NIGHT                              196B

     The lead circus wagons in a long caravan of wagon, wind-
     ing through Gotham's dark and empty streets.  The wagons
     are barred, more heavily than in Dumbo.  Reminiscent, in
     fact, of Penguin's playpen of yore.  The sides painted
     with the faded, peeling Red Triangle Circus logo.
     Through the heavy bars, we glimpse a little pair of
     hands, a pair of frightened eyes ... HEAR the occasional
     CRY of a cold or thirsty baby.

     At the wheel sits the Organ Grinder, impatiently petting
     his monkey.  Now he barks, at his unseen subordinates:

                             ORGAN GRINDER
               Would'ya hurry up loading those
               kids already..?

     A shadow falls... The silhouette of a caped figure...
     Batman reaches down and yanks the Organ Grinder UP out
     of frame!

196C INT. LAIR - NIGHT                                        196C

     As a silent, despairing Max Shreck and a manic, amused
     Thin Clown look on, Penguin practices his balletic walk
     over to the toxic lake, waving his merry-go-round
     umbrella with its tinkly THEME.

                      (dry run)
               This way, kiddies ... Jump right in!

     Now the Organ Grinder's monkey appears at the top of the
     stairs, holding something.  As he scampers down:

               So ... Where're the kids?  Don't
               tell me they stopped at McDonald's ..?

                             THIN CLOWN
               Boss ... he's got a note!

     Indeed, the monkey waves a little piece of stationary,
     which Penguin snatches from him. And reads:

               "Dear Penguin:  The children
               regret they're unable to attend.
               Have a disappointing day.  Batman."

     Penguin is working to control his rage.  He glares at the
     hopping, dancing monkey, and reminds himself:

               You're the messenger.  It doesn't
               make sense to shoot the messenger.

     The other long umbrella is a semi-automatic.  Now Penguin
     swivels, and sprays the Thin Clown with bullets.

197  INT. ELSEWHERE IN THE LAIR--NIGHT                        197

     Penguin militarily struts as he addresses his legion of
     penguins.  They're wearing eerie headgear.  On each one's
     back is strapped a large bazooka.

               My penguins ... We stand at a great
               threshold.  It's okay to be
               scared.  Many of you won't be
               coming back ...

     He's choked up.  He has to pause, compose himself.

               Thanks to Batman, the time has
               come to punish all God's chillun ...
               first, second, third and fourth-born,
               why be biased?  Male and female ...
               hell, the sexes are equal with
               their erogenous zones blown sky-high ...

     In this area are TV monitors scavenged from the Arctic
     World info-pavilion and other technology cannibalized
     from the old exhibit.  Today the screens show various
     angles of the sleeping city.  The Fat Clown mans the

               Forward, march!  The liberation of
               Gotham has begun!

     The Penguin Army, on remote control, swivels in unison
     and splashes toward the big open sewer pipe.

     Behind them, Penguin dries his eyes and gloats:

               The Grinch just stole Christmas.
               I'm gonna kill it, barbecue it,
               chop it up and chew its bones!

198  INT. A SEWER--NIGHT                                      198

     All is quiet in a musty sewer.  Then a buzzing noise is
     faintly heard, and suddenly Batman plows at the viewer,
     driving a sleek, dark vehicle that is part boat, part
     jet-ski.  The Bat Boat slaloms up the side of the sewer       *
     pipe to avoid colliding with:                                 *

     A division of penguin Commando Bombers, marching in           *
     unison.  Their headgear clicks and whirs.

199  OMITTED                                                  199  *

200  EXT. GOTHAM CITY STREET--NIGHT                           200

     Another squadron of penguin mercenaries pours out from an     *
     open sewer grate and continues to march in eerie forma-
     tion through a deserted city street.

201  OMITTED                                                  201  *

202  INT. THE SEWER--NIGHT                                    202

     As he rockets ahead, Batman communicates through a            *
     strange phone device:

               I'm homing in on the signal's origin...             *

202A INT. BATCAVE - SAME TIME                                 202A *

     Alfred is poised at the same console at which he'd            *
     jammed Penguin's speech.                                      *

               Ready when you are, sir.

203  OMITTED                                                  203  *
thru                                                          thru
207                                                           207  *

208  INT. THE SEWER OF BATMAN--NIGHT                          208

     Batman motors further...

               Got the coordinates.  They're --                    *

     Two penguins suddenly appear before Batman, firing their
     payloads.  Batman savagely curls his boat all the way up
     the oval pipe until he is momentarily upside down.  He
     swooshes back down past the penguins and the twin

               As I was saying...

209  INT. THE LAIR--NIGHT                                     209

     Penguin stands in front of a screen, watching his army
     waddle down the street.  Then gleefully rubs his hands
     as the Fat Clown starts the countdown, off a big clock:

                             FAT CLOWN                             *
               Ten, nine...

               The Christmas Eve of Destruction -- !

                             FAT CLOWN                             *
               ... eight, seven...

                      ("sweetly" sings)
               Silent night, violent night...

                             FAT CLOWN                             *
                      (sings along)
               All is shrill, all is blight...


     The vanguard penguin division stops.  Gotham Plaza,
     heavily populated, looms ahead.  As one, the penguins
     bend forward, angling their bazookas for maximum

210A INT. BATCAVE - SAME TIME                                 210A

     The last of the coordinates crackles over Alfred's

                             BATMAN (V.O.)
               ... 28 degrees west.  Shall we?

                      (punching buttons)
               Let's dance.  Sir.

     The read-out reads:  FREQUENCY JAMMED.

211  OMITTED                                                  211
&                                                             &
212                                                           212

213  EXT. THE REGIMENT OF PENGUINS--NIGHT                     213

     The Penguins' headgear begins to whine and rattle.

     The penguins simultaneously turn and trot away from the

214  OMITTED                                                  214

215  INT. THE LAIR--NIGHT                                     215

     Penguin is glued to the screens, elated at a Gotter-
     dammerung that's only seconds away.

               Ah, Gotham.  You wouldn't put me
               on a pedestal, so I'm laying you
               on a slab!

     Meantime the Fat Clown is frantically punching the

                             FAT CLOWN
               Well, um... funny thing, your
               penguins... they're not responding
               to the launch command.  Fact
               they're kind of turned around
               now... Like someone jammed our

               But who could've ... no, don't say

                             FAT CLOWN
               My lips are sealed.

     Penguin punches up the controls so the image of Batman
     plowing through the sewers is spread out across the
     screens in Cinerama.

               I'm starting... just starting...
               to lose my temper, now.

216  OMITTED                                                  216

217  EXT. GOTHAM PARK - NIGHT                                 217

     The Penguin army advances, en masse.  The Old Zoo looms
     in the distance.

218  INT. THE LAIR--NIGHT                                     218

     Penguin grabs the nearest umbrella and jumps into his         *
     Rubber Duck.                                                  *

     The Fat Clown rushes forward to join him but Penguin
     heedlessly slams his vehicle into his former cohort --
     catapulting his huge carcass across the lair where it
     lands with a definitive THUD in front of Max's cage.

     Penguin steers his Duck for stairs -- then rides it
     all the way up the stairs, and out of the lair.

     Meantime Max reaches out and grabs a key off the Fat
     Clown's key-ring, releasing himself.  Then creeps out of
     his cage.  He pauses to swipe the gun from the Fat
     Clown's holster and stashes it in his back pocket.  Then
     starts to dash off when a familiar cat 'o nine tails
     SNAPS into FRAME, coils around his ankle and drags him

218A INT. SEWER - NIGHT                                       218A

     As Batman thunders up the pipe toward the lair, he hears
     a BLEEP.  The screen on his console shows a thermal
     image -- shaped like a duck -- heading for the surface.

     Batman has just reaches a fork in the sewer pipes.  At
     the last second he spins the wheel, steering into the
     pipe that angles up.

219  OMITTED                                                  219

220  EXT. ARCTIC WORLD--NIGHT                                 220

     Penguin grandly plows around a corner with a victorious
     laugh --

     Simultaneously the Bat-boat comes crashing through the
     top of Arctic World --

     Penguin stops laughing as he looks up and sees the Bat-
     boat in mid-air --

     It crash-lands on top of Penguin's Rubber Duck!

     A beat of silence.  Stillness.  Batman, dazed, pops open
     his cockpit and alights, looking for Penguin.  For
     Penguin's corpse perhaps ... pinned inside his Rubber
     Duck ... when:

     From out of frame, a shrill and frenzied Penguin springs
     at Batman!  His legs wrapped around the Caped Crusader's
     neck, the beast savagely gouges (with his umbrella-tip)
     and pecks (with his beak)!  Snarling, as he attacks:

               I think you're jealous that I'm a
               genuine freak, and you have to wear
               a mask!

               Maybe you're right.

     Penguin jumps down, off Batman.

               But in the end all that counts, is:
               Who's holding the umbrella?

     He activates his umbrella -- a long blade protrudes.
     In response, Batman pulls out his weapon:  a palm-sized
     multi-colored button (like the one that lit the Gotham
     Plaza Christmas tree).  A stand-off.  But now, over
     Batman's shoulder, Penguin sees:

     Standing here -- what the hell are they doing here? --
     his poker-faced Penguin commandos.

               My babies ...

     Batman turns to look -- and Penguin lunges with his
     umbrella-sword.  Batman swipes at it, dropping his
     button-weapon in the process.

     Cackling, Penguin snatches it up.  Aiming it at Batman,
     he vengefully presses the button.

     Suddenly an insane family of bats billows out of
     breakaway panels in the Batboat and thunders straight at
     the Penguin.

                             PENGUIN                               *
               Ah, you brought your in-laws.  I'm                  *
               sure, once you get to know them --                  *

     He tries to swat them away with his umbrella, but the
     bats besiege Penguin, biting and screeching as they send
     him reeling back and down, shattering through the
     observation window.

220A INT. THE LAIR - NIGHT                                    220A

     Penguin spectacularly twirls down into his lair, bats
     tearing at him all the way, until he splashes down into
     the moat.

220B EXT. ARCTIC WORLD - NIGHT                                220B

     Batman, at the Observation window, looks down.  Penguin
     is submerged, but he can see the struggling Catwoman and

     Simultaneously the Penguin Army -- headgear clacking,
     back on schedule -- launches its payload.

     Batman, standing between them and the old zoo, now looks
     up at the magnificent trajectory of missiles overhead ...

221  EXT. ZOO GROUNDS--NIGHT                                  221

     The grand panorama of rotten zoo cages and decayed Expo-
     tecture is mightily laid to glorious waste in a symphony
     of fireballs.

222  OMITTED                                                  222  *
&                                                             &
223                                                           223  *

224  INT. THE LAIR--NIGHT                                     224

     Flaming debris from the big bombs has devastated the          *
     floe, melting most of the ice, and blasting the odd chunk
     out of the warmed-up water.

     Revealed in her arousingly tattered costume, Catwoman
     is dragging Max by his neck toward the Lair's ominously
     buzzing electrical generator.

               I don't know what you want, but I
               know I can get it for you with a
               minimum of fuss.  Money, jewels, a
               very big ball of string...

               Your blood, Max.

               My blood?  I ... I gave at the

               A half-pint.  I'm talking gallons.

225  EXT. ARCTIC WORLD - NIGHT                                225  *

     Batman darts to the Observation window and looks down at      *
     the struggling Catwoman and Max below.

     He hooks a grapple to the edge of the glass.

226  INT. THE LAIR--NIGHT                                     226

     Catwoman continues to drag a balky Max toward the

               Let's make a deal.  Other than my
               blood, what can I off--

               Sorry, Max.  A die for a die.

               Either you've caught a cold, or
               you're planning to kill me.

     Batman does a slide down the grapple that ends in a
     graceful touchdown.  Max crawls toward him.

               You're not just saving one life,
               you're saving a city and its WAY
               of life.

     Batman heaves a kick into Max that sends him sailing
     against the generator.

               First you're gonna shut up.  Then
               you're gonna turn yourself in.

               Don't be naive.  The law doesn't
               apply to people like him!  Or us --

               Wrong on both counts.

     He tries to grab Max, but Catwoman makes a lunge for          *
     Batman's abdomen sending him reeling.  He picks himself       *
     up, then, talking in a calming, soothing way:                 *

               Why are you doing this?  Let's                      *
               just take him to the police, then                   *
               go home together ...

     She's still for a moment, considering.                        *

               Don't you see, we're the same... split
               down the middle... please...                        *

     Batman rips off his mask, looks straight at her.              *

               Bruce, I could live with you in                     *
               your castle forever.  Just like in                  *
               a fairy tale.

     She leans forward as for a kiss.  Batman touches her face     *
     about to rip off her mask.  But she whips back, lashing       *
     out at him, kicking him, sending him stumbling backward.      *

               I just couldn't live with myself.
               So don't pretend this is a happy                    *
               ending.                                             *

     Max, recovering, pulls out the Organ Grinder's gun.           *

               Selina!  Selina Kyle!?  You're
               fired!  And Bruce -- Bruce Wayne!
               Why are you dressed up as Batman?

               He is Batman, you moron.

                      (raising the gun

     Max squeezes off a shot at Batman as he rises, nicking
     the Caped Crusader's neck.  Now Max swings the gun
     toward Catwoman -- who sexily saunters right at him.

               You killed me, Batman killed me,
               Penguin killed me.  Three lives
               down.  Got enough bullets to
               finish me off?

               One way to find out?

     He fires a shot, that rips into her arm.  And another,
     that smashes into her leg.  Still coming, she pulls off
     her hood.

               Four, five.  Still alive.

     Batman rips off his own mask and woozily holds his
     bleeding neck.  He's on his knees, dizzy and weak ...

               Selina ... please, stop ...

     Max shoots her other leg and the hand holding the stun-
     gun, blowing away the barrel.  Selina's left gripping a
     sparking gun-butt.  She hobbles forward.

               Six, seven, all good girls go
               to ...

     Max pulls the trigger.  But he's shot his wad.

               Hmm, two lives left.  Think I'll
               save one for next Christmas.
               Meantime how 'bout a kiss, Santey

     A panicked Max has backed against the generator.

               You're the light of Gotham City?
               So be the light of Gotham City!

     Selina shoves the sparking half-a-stun-gun into her
     mouth like a suicidal pacifier, then grabs Max in a
     close embrace.

                      (seriously weirded)
               What're you --

     She plunges her steel talons into an open fusebox and
     gives Max a stunning kiss!  Their bodies briefly buck
     together before getting lost in a dense display of
     crackling sparkage.

227  EXT. GOTHAM PLAZA--NIGHT (SAME TIME)                     227

     The lights of the city vividly flash on and off, a
     vision that Max had prophesied ...

     The Batm Beacon eerily winks against the sky.

     The grand Christmas Tree brilliantly blinks.  Now we see
     that the Plaza is filled with ecstatic Parents, reunited
     with dazed and delighted Children ...

228  INT. THE LAIR--NIGHT                                     228

     Catlike screams of joy waft out off the mysterious mist of    *

               Se-li-na Kyle...

     Bruce frantically searches the thickening mist...
     but finds only Max's body, not Selina.  He stumbles back,

     Penguin rises like a wraith behind him, soaking and
     bleeding and sweating.  Wiping his brow and gasping for
     breath, he stumbles toward the shorted-out compressor,
     using his long, elegant umbrellas for support.

               Gotta crank the a.c.  Stuffy in

     He drops one umbrella.  With his free flipper, Penguin
     vainly twiddles the singed dials.  Nothing -- the unit's
     kaput.  Fiery rubble continues to rain down on the lair,
     raising the temperature even higher.  penguin turns away
     in defeat from the busted air-conditioner.  And sees:

     A stone-faced Bruce/Batman standing here, pitilessly

               Without the mask you're drop-dead                   *
               handsome.  So, drop dead.                           *

     With great effort, he raises his elegant umbrella.  And
     fires it.  No ... not quite.  It's the merry-go-round.

               Shit.  Picked the cute one.
               Heat's gettin' to me ...

     Penguin reaches down for the other umbrella ... the
     deadly one ... the one that Bruce/Batman is holding.

               Hey.  You ... wouldn't blow away
               an endangered bird ...

     He desperately tugs at his collar a la Rodney.  His face
     is turning a deep, pre-coronary scarlet ...

     Bruce/Batman wordlessly raises the umbrella and aims it
     between Penguin's eyes.

     Penguin pivots.  Starts waddling away.  Huffing,
     puffing ...

               You wouldn't shoot me in the back ...
               would'ya ..?

     Bruce/Batman never takes the gun/umbrella off Penguin ...

     Who is waddling, slower and with greater difficulty,
     toward the once-icy, now-nearly-melted moat.

               I'm overheated, is all ... I'll
               murder you, momentarily ...                         *

     With a last ounce of strength he pulls open his collar.

               But first, a cool drink ...

     Then one more step ... and he bellyflops in front of
     one glistening, beckoning chunk of ice that was blown
     out of the water.

               Of ice-water ...

     One flipper feels for the block of ice ... it's just an
     inch away ... And then the flipper falls.

     Penguin belongs to the ages.

     A beat, then Bruce/Batman sets down the deadly umbrella
     and silently watches, slightly awed:

     In death, as in birth, the Four Elder Gray Bellied
     Emperor penguins surround their fallen disciple.  Then,
     like pallbearers, they lift Penguin's body with their
     beaks and mournfully bear him away, into darkness.

229  EXT. GOTHAM PLAZA--NIGHT                                 229

     The bat beacon light, the city lights, and the Christmas
     tree lights continue to flash in wondrous syncopation.        *
     The Carolers begin singing again.

230  EXT. CITY HALL--NIGHT                                    230

     The Mayor, his staff, and Commissioner Gordon, out of
     their costumes, look up at the flashing bat signal.           *

               Think he'll ever forgive us?

               Probably not.  But he'll always
               help us.

231  EXT. WAYNE ROLLS-ROYCE--NIGHT                            231

     Alfred drives.  As the limo zips past Gotham Plaza, Bruce
     soulfully gazes out at the celebrants.

               I guess this mean we won.

               Yes, I suppose that we did.

     He turns, taking a short-cut away from the crowds,
     through a dark back alley ...

               Well ... Come what may... Merry                     *
               Christmas, Mr. Wayne.

               Right.  Sure.  And "Peace on earth,
               good will toward men."

     Suddenly he's brought up short by a loud meow.  Bruce
     glances behind him ...

     In time to see the shadow of something dart from the
     street into an alley.  Was it just a cat ..?  Or some-
     thing taller, shapelier?

     Bruce shivers.

               And women.

     TILT UP.  In the night sky, the Bat beacon blinks on ...
     then off, on then off, as we move closer and closer, till
     Batman's symbol fills the screen ... on, then off --


                              THE END