Batman Returns
                  "BATMAN RETURNS"

                        by

                    Daniel Waters

                        and

                    Wesley Strick

                                      August 1, 1991

    INT. A STUFFY MANSION--A NIGHT ABOUT FORTY YEARS AGO

    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.

    INT. MANSION LIVING ROOM--CHRISTMAS EVE PAST

    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.

    EXT. A PARK--THAT NIGHT

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

    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.

    EXT. THE CARRIAGE--NIGHT

    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.

    INT. THE SEWER--NIGHT

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

    INT. A DARK LAIR--NIGHT

    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
    lair.

    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.

    FROM OUT OF THE DARKNESS OF THE OPENING CREDITS WE
    GO TO...

    EXT. A DISPLAY WINDOW--EARLY EVENING OF THE CURRENT ERA

    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.

    EXT. GOTHAM PLAZA--EARLY EVENING

    Bathed in pristine snow and packed with ELATED SHOPPERS,
    POINSETTIA GRASPING LOVERS, BLESSED CAROLERS, and an
    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
            City?

    EXT. FROM AN ELEVATED STAGE AT THE CENTER OF THE
    PLAZA--EVENING

    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
    to an IMMENSE VIBRANTLY MULTI-COLORED BUTTON and press it
    down.  This causes a mammoth Christmas Tree to light up.
    The crowd erupts in aahs and oohs.

    INT. A VERTICAL SEWER GRATE--EVENING

    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.

    EXT. OUTSIDE THE SEWER GRATE--EVENING

    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
    lips.

                        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
    WORSE?"

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

                        ALFRED
            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.

    EXT. THE TOP OF THE SHRECK BUILDING--NIGHT

    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.

    INT. MAX SHRECK'S CONFERENCE ROOM--NIGHT 

    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.

                        MAYOR
            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.

                        MAX
                  (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
            nonsense.

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

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

                        MAX
                  (scoffs)
            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.

                        MAX
            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.

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

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

                        MAYOR
                  (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
    retort:

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

    Max turns, goggle-eyed at the impertinence. 

                        MAX
            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.

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

    Now Selina is alone.

                        SELINA
            Shut up, Chip.

    Then she slaps her forehead with her palm.

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

    EXT. OUTSIDE SHRECK'S DEPARTMENT STORE--NIGHT 

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

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

                        CHIP
            Watch your step, Dad, it's pretty
            grotesque...

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

    INT. BELOW IN THE SEWER--NIGHT

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

    EXT. THE STAGE--NIGHT 

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

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

                        MAYOR
            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:

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

    INT. MAX'S OUTER OFFICE--NIGHT

    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.

                        SELINA
            Darn.  Darn.

    EXT. THE STAGE--NIGHT

    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.

                        MAX
            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.

    INT. SEWER BELOW THE STAGE--NIGHT

    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.

    EXT. GOTHAM PLAZA--NIGHT

    A GARGANTUAN CHRISTMAS PRESENT WITH A COLOSSAL RED BOW
    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.

    EXT. THE STAGE--NIGHT

    The Mayor admires the Mega-gift.  Grudgingly:

                        MAYOR
            Great idea.

                        MAX
                  (mystified)
            But not mine...

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

    INT. THE SEWER BELOW--NIGHT

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

                        PENGUIN
            Deck the halls.

    EXT. THE PLAZA--NIGHT

    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
    SURLY CARNIVAL DENIZENS WITH RED TRIANGLES TATTOOED OVER
    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.

    EXT. BEFORE THE DEPARTMENT STORE--NIGHT

    Oblivious, 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.

                        GORDON
            What are you waiting for?  The
            Signal!

    EXT. THE GOTHAM SKY--NIGHT

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

    INT. WAYNE MANOR--NIGHT

    The Bat Beacon can be seen through an elegant mansion
    window.

    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.

    INT. THE SEWER--NIGHT

    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..?

    EXT. THE PLAZA--NIGHT

    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.

    EXT. THE STAGE--NIGHT

    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.

                        MAYOR
            What do you want from me?

    Laughing, the Sword Swallower pushes him off the stage.

                        SWORD SWALLOWER
            Not you.  Shreck.

    Now Chip heroically stands.

                        CHIP
            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.

                        MAX
            Son!

                        CHIP
            Dad!  Save yourself!

    Max has already dashed off the dais.

    EXT./INT. BATMOBILE--NIGHT

    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
    Batmobile.

    EXT. PLAZA SIDE STREET--NIGHT

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

    INT. BENEATH THIS SIDE-STREET SEWER GRATE--NIGHT

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

    EXT. THE PLAZA--NIGHT

    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
    merchandising.

    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.

                        SELINA
            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
            size.

                        CLOWN
            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.

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

                        BATMAN
            Sure.

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

                        CLOWN
                  (jeers)
            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:

                        SELINA
            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:

                        SELINA
            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.

                        SELINA
            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.

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

    EXT. PLAZA SIDE STREET--NIGHT

    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.

    EXT. THE PLAZA--NIGHT

    The Commissioner hustles to keep pace with Batman.

                        GORDON
            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.

                        BATMAN
            We'll see...

    Now the Mayor bustles up.

                        MAYOR
            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,
    blinking.

                        MAYOR
            Where is that insufferable
            sonovabitch?

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

    INT. SELINA'S APARTMENT--LATER THAT NIGHT

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

                        SELINA
            Honey, I'm home.
                  (then)
            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
    tree.

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

                        SELINA
            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.

                        SELINA
            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
                  (stern)
            Selina dear.  It's your mother.
            Just calling to say hello --

                        SELINA
            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 --

                        SELINA
            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
            appendage.

                        SELINA
                  (scoffs)
            Some appendage.

    As she fast forwards:

                        SELINA
            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,
    as:

                        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
            fingertips.

    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
    exits:

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

    EXT. THE OLD GOTHAM ZOO--NIGHT

    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.

    INT. PENGUIN'S LAIR--NIGHT

    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.

                        PENGUIN
            Hi.

    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.

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

    Then:

                        PENGUIN
            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.

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

                        PENGUIN
            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.

                        PENGUIN
            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.

                        MAX
                  (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.

                        PENGUIN
            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.

                        MAX
            What, is that supposed to
            "hypnotize" me?

                        PENGUIN
            No, just give you a splitting
            headache.

                        MAX
            Well it's not working.

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

                        PENGUIN
            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?

                        PENGUIN
            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.

                        PENGUIN
            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-
    faced.

                        PENGUIN
            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.

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

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

                        PENGUIN
            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.

                        MAX
            Yawn.  That coulda come from anywhere.

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

                        MAX
            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.

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

                        MAX
                  (rattled)
            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.

                        PENGUIN
                  (ventriloquist)
            Hi, Max.  Remember me?  I'm Fred's
            hand.
                  (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.

                        MAX
            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
    paw.

    The Carny Crew booms in laughter.  Max offers a weak giggle.

    EXT. GOTHAM PLAZA - NEXT DAY

    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.

                        MAYOR
                  (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.

                        ACROBAT-THUG
            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.

    INT. WAYNE MANOR LIVING ROOM - THAT NIGHT

    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.

    INSERT - TV SCREEN

    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
    IN:

                        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
    back.

                        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
    PA.

    INT. WAYNE MANOR LIVING ROOM - NIGHT

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

    INSERT - TV SCREEN

    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:

                        PENGUIN
            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
            sewer.

    INT. WAYNE MANOR LIVING ROOM - NIGHT

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

                        ALFRED
            Mr. Wayne ... Something wrong?

                        BRUCE
            No, nothing, ah ...
                  (pause)
            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...

    EXT. HALL OF RECORDS - NEXT DAY

    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-
            chute?

    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
    pearl.

                        MAX
            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
    smiles.

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

    He flicks off the reporter's Record button.

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

    INT. HALL OF RECORDS - DAY

    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
    writing.

    EXT. GOTHAM STREET - NIGHT

    The Batmobile sleekly cruises down a deserted street.

    INT. BATMOBILE (MOVING) - NIGHT

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

                        ALFRED
            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.

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

                        ALFRED
            Are you concerned about that
            strange, heroic Penguin person?

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

    THE HALL OF RECORDS

    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.

    INT. BATMOBILE - LATE NIGHT

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

                        BATMAN
                  (ambiguous)
            Funny you should ask, Alfred.
            Maybe I am a bit concerned.

    EXT. CEMETERY - DAY

    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 --!

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

                        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:

                        PENGUIN
            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
    devotion.

    EXT. GOTHAM PLAZA--THAT EVENING

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

                        PAPERBOY
            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:

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

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

                        WOMAN
            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 ...

    INT. BATCAVE LABORATORY--SAME TIME

    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:

                        BRUCE
            " ... 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.

                        BRUCE
            " ... 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.

                        BRUCE
            Thanks, Alfred.

    He sips the soup.

                        BRUCE
            It's cold.

                        ALFRED
            It's vichyssoise, sir.

                        BRUCE
            Vichyssoise.
                  (then)
            Supposed to be cold, right?

    He returns to his search through the file.

                        ALFRED
            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.

                        BRUCE
            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.

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

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

                        BRUCE
            " ... 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
    shrugs.

                        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
    onscreen.

                        BRUCE
            "... 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.

                        ALFRED
            I suppose you feel better now, sir.

                        BRUCE
            No, actually I feel worse.

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

                        ALFRED
            Eat up your vichyssoise.

    EXT. SHRECK BUILDING--THAT NIGHT

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

    INT. OUTER OFFICE--NIGHT

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

                        MAX
            Working late?  I'm touched.

                        SELINA
                  (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.

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

                        SELINA
            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.

                        SELINA
            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.

                        MAX
            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
    swallows.

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

    Max drops the charred notepad and moves toward her.

                        MAX
            ... Where did curiosity get the cat?

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

                        MAX
            And a very, very good one.

                        SELINA
                  (a guess)
            Too good?

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

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

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

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

                        SELINA
                  (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.

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

    Tense silence.  Then Max smiles.  Selina wipes away a
    tear.

                        SELINA
            For a second, you really frightened --

    Max savagely pushes Selina through the window.

    EXT. SHRECK ALLEY--NIGHT

    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.

                        SELINA
                  (faintly)
            Help me ... someone ... Miss Kitty ...

    INT. SHRECK CONFERENCE ROOM--NIGHT

    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.

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

                        CHIP
                  (cool)
            She jumped.  She'd been depressed.

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

                        CHIP
                  (shakes his head)
            PMS.

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

    EXT. SHRECK ALLEY--NIGHT

    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.

    INT. SELINA'S APARTMENT--STILL LATER THAT NIGHT

    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!"

    INT. SELINA'S APARTMENT--THE NEXT MORNING--DAY

    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.

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

    EXT. GOTHAM PLAZA--MORNING--DAY

    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
    building.

    INT. THE OUTER OFFICE--DAY

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

                        MAX
            ... 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.

                        BRUCE
            Hmm.  Primitive ventilation.

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

                        BRUCE
            No.  No glass on the inside.

                        MAX
                  (fidgets)
            Weird, huh?

    INT. THE CONFERENCE ROOM--DAY

    Bruce sits at the circular conference table.  Max paces.

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

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

    Max aggressively sits knee to knee with Bruce.

                        MAX
            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.

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

    Ostentatiously bored, Max flips through the thing.

                        BRUCE
            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.

                        MAX
            "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.

                        MAX
                  (pious)
            If my life has had any meaning,
            that's the meaning.

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

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

                        BRUCE
            I'm not scared of you, Max.

    He shuts his briefcase and stands.

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

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

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

                        MAX
            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.

                        SELINA
            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.

                        MAX
                  (stunned)
            Selina?!  Selina ... Selina ...

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

                        MAX
            Uh, Selina, this is, uh, Bruce
            Wayne.

                        BRUCE
            We've met.

                        SELINA
            Have we?

    Bruce realizes his "error."

                        BRUCE
            Sorry.  I mistook me for somebody
            else.

                        SELINA
            You mean mistook me?

                        BRUCE
            Didn't I say that?

                        SELINA
                  (amused)
            Yes and no ...

    Bruce steps forward.  Gently takes her bandaged hand.

                        BRUCE
            What happened?

                        MAX
            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
    shrugs.

                        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:

                        MAX
            Selina... Please show out Mr. Wayne.

    INT. OUTER OFFICE - DAY

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

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

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

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

                        BRUCE
            Well, I could ... free up some
            time...

                        SELINA
            I'm listed.

                        BRUCE
            I'm tempted.

    Selina backs toward the conference room.

                        SELINA
            I'm working.

    Bruce backs into the corridor.

                        BRUCE
            I'm leaving.

    INT. CORRIDOR--DAY

    Bruce punches the down button to punctuate the syllables:

                        BRUCE
            Se-li-na.

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

    INT. OUTER OFFICE--SAME TIME

    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:

                        SELINA
            Pouring myself into my work.

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

                        SELINA
            Oh.  "Kyle."

    She mimes making a telephone call.

                        SELINA
            Rhymes with "dial."

    Bruce signals: gotcha.  Then backs out.

    INT. CONFERENCE ROOM--SAME TIME

    As a brooding Max dials out:

                        CHIP
            You buy this "blurry" business?

                        MAX
                  (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.

    INT. STOREFRONT OFFICE BUILDING (CAMPAIGN H.Q.)--DAY

    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.

                        PENGUIN
            Yeah, what is it?  I'm busy up
            here?

    INT. SHRECK CONFERENCE ROOM--SAME TIME

    Max smiles.

                        MAX
            Good.  Stay busy up there.

    INT. STOREFRONT OFFICE BLDG.--SAME TIME

    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.

                        PENGUIN
                  (distracted)
            "Plans."  Swell.  Later.

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

    EXT. ANOTHER ALLEY--NIGHT

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

                        FEMALE VICTIM
            Help Bat--

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

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

    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.

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

                        MUGGER
            Who the...

    Catwoman smiles politely, and puts away her whip. 

                        CATWOMAN
            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.

                        CATWOMAN
            Tic....Tac....Toe.

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

    Catwoman swats the Female Victim back against a wall.

                        CATWOMAN
            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:

                        CATWOMAN
            "I'm Catwoman, hear me roar."

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

    INT. STOREFRONT OFFICE BLDG. (CAMPAIGN H.Q.)--NEXT DAY

    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.

                        MAX
            Don't look, Oswald.  It's a
            surprise.

                        PENGUIN
            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.

    INT. CAMPAIGN H.Q.--DAY

    Max lifts his palm off Penguin's puss.

                        MAX
            Ta-da.

    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.

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

                        MAX
            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!

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

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

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

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

                        JEN
            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.

                        JEN
            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.

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

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

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

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

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

                        MAX
            Enough!  Everyone ...

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

                        MAX
            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
    that.

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

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

                        PENGUIN
            Wonder if it's worth my time.

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

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

                        MAX
            Oswald:  We need one more thing.

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

                        MAX
            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.

                        PENGUIN
            "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.

                        PENGUIN
            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.

                        PENGUIN
            ... Want 'em to go apeshit.  Nutso.
            Ballistic ... Do permanent damage
            to little old ladies.  Loot, pillage,
            annoy people in a big way ...
                  (muses)
            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:

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

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

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

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

    Penguin quickly decides.

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

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

                        PENGUIN
            Burn, baby, burn.

    EXT. ANOTHER GOTHAM STREET--NIGHT

    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!

    INT. CAMPAIGN HEADQUARTERS--NIGHT

    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
    radio.

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

    Penguin makes a fist, with phony fingers.

                        PENGUIN
            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...

    INT. SELINA'S APARTMENT--NIGHT

    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
    change:

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

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

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

    EXT. ANOTHER GOTHAM STREET--NIGHT

    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.

    EXT. SHRECK'S DEPARTMENT STORE--NIGHT

    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.

    INT. DARKENED DEPARTMENT STORE--NIGHT

    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.

                        CATWOMAN
            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.

                        CATWOMAN
            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.

                        CATWOMAN
            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.

    EXT. GOTHAM PLAZA--NIGHT

    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.

                        BATMAN
            Admiring your handiwork?

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

                        BATMAN
            You're not the Mayor.

                        PENGUIN
                  (shrugs)
            Things change.
                  (sticks out a
                   glove)
            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.

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

                        PENGUIN
            Better than you know, Bat-boy.

                        BATMAN
            What're you really after?

                        PENGUIN
            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 ..?

                        BATMAN
                  (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.

                        CATWOMAN
                  (dry enunciation)
            Meow.

    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:

                        PENGUIN
            I saw her first.
                  (then, opens
                   umbrella)
            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.

    EXT. BUILDING ROOFTOP--NIGHT

    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
    outfit.

                        CATWOMAN
            Where's the fire?

                        BATMAN
            "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.

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

                        BATMAN
                  (suddenly taken
                   aback)
            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.

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

                        BATMAN
                  (grimaces)
            Hanging on every word.

                        CATWOMAN
            Good joke.  Wanna hear another one?

    Batman nods:  Lay it on me.

                        CATWOMAN
            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.

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

                        CATWOMAN
            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?

                        BATMAN
            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 ...

                        CATWOMAN
            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.

                        BATMAN
            ...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.

                        CATWOMAN
            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!

                        BATMAN
            -- No --

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

    EXT. GOTHAM STREET--NIGHT

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

    EXT. TRUCK (MOVING)--NIGHT

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

                        CATWOMAN
            Saved by kitty-litter.  Some
            date ...

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

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

    INT. THE BAT CAVE--NIGHT--LATER

    Batman, disrobing, checks the puncture wounds on his
    stomach.

                        BATMAN
            The bitch.

    Then he buzzes for his butler.

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

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

                        BATMAN
            My ego, mostly.

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

                        BATMAN
            ... Meow.

    INT. SHRECK OUTER OFFICE--NEXT DAY

    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 ...

    INT. SHRECK CONFERENCE ROOM--DAY

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

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

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

                        SELINA
            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.

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

    With that she turns, and saunters out.

    EXT. CAMPAIGN HEADQUARTERS--NOON

    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."

    INT. CAMPAIGN HEADQUARTERS--NOON

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

                        PENGUIN
            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 --

    ANGLE--AGGRESSIVE REPORTER

    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 ..."

    BACK TO PENGUIN

    As he concludes his exhortation to the throng:

                        PENGUIN
            ... 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 ...

                        PENGUIN
                  (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:

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

    INT. CAMPAIGN H.Q. UPPER STORY--AFTERNOON

    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
    face.

                        FAT CLOWN
            Hey Penguin, there's a --

    Penguin savagely stomps on the Clown's oversized shoe.

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

    He continues on, still musing:

                        PENGUIN
            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
            you.

    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.)

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

    Catwoman sits up, languidly stroking her shoulders.

                        CATWOMAN
            Chilly in here.

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

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

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

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

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

                        PENGUIN
                  (cagey)
            Huh?  You're implying I'm some
            kinda psycho criminal?

    Catwoman ironically takes in the sociopathic chaos.  Then
    stands.

                        CATWOMAN
            My mistake.

    Penguin sits her back down.

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

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

                        PENGUIN
            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.

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

                        CATWOMAN
                  (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.

                        PENGUIN
            Y'mean frame him?

                        CATWOMAN
            You're quick.  Mayor Cobblepot.

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

                        PENGUIN
            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.

                        CATWOMAN
            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.

                        PENGUIN
            Those names are not for prying eyes!

    And suddenly it hits him:

                        PENGUIN
            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.

                        PENGUIN
            No, don't hurt Gertrude!  I was
            just -- whattaya call it --
            "flirting."

    Catwoman coolly spits out the canary, which flutters off.

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

                        CATWOMAN
            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.

                        CATWOMAN
                  (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.

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

                        CATWOMAN
            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
    lips.

                        PENGUIN
            You just got yourself a deal,
            Cat-doll.

    EXT. WAYNE MANOR--THAT NIGHT

    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
            night.

    INT. WAYNE MANOR LIVING ROOM--NIGHT

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

                        PENGUIN
                  (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.

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

    Bruce quietly tells the preening image on the screen:

                        BRUCE
            You're very subtle, "Oswald."

    Then moodily clicks OFF the TV.

    EXT. THE SHOPS OF GOTHAM PLAZA--DAY

    NAIVELY GIDDY CHILDREN and GUARDEDLY AMUSED PARENTS
    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.

    EXT. THE STORE ACROSS THE STREET--DAY

    Selina grimly stares at her reflection.  And asks
    herself:

                        SELINA
            Why are you doing this?

    Bruce touches her shoulder, startling her.

                        BRUCE
            Selina.  Hi.  Didn't mean to --

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

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

                        SELINA
                  (halfhearted)
            Treat to be here.

    They begin to stroll, together.

                        BRUCE
            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!"

                        SELINA
            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.

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

                        SELINA
                  (nodding)
            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
    Seven!"

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

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

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

    Bruce glances at her, surprised.

                        BRUCE
            You almost sound enthusiastic.

                        SELINA
                  (shrugs)
            I detest violence, but ...
            Christmas complacency can be a
            downer, too.

                        BRUCE
                  (chuckles)
            You've got a dark side, Selina
            Kyle.

                        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.

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

                        SELINA
                  (brightens)
            "We"?  You and...

                        BRUCE
            ... and me.
                  (thinks)
            No, that's be me and me.
                  (beat)
            Is that what I said?

                        SELINA
                  (laughing)
            Yes and no...

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

    INT. ICE PRINCESS' DRESSING ROOM TENT--NIGHT

    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
    heels.

                        ICE PRINCESS
                  (cold)
            Who are you?

                        PENGUIN
            Talent scout.

                        ICE PRINCESS
                  (warmer)
            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
    jaws.

                        ICE PRINCESS
            What is that, a camera or
            something?

                        PENGUIN
            Say cheese.

    The Ice Princess strikes a pose.

    INT. WAYNE MANOR LIVING ROOM--EVENING

    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.

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

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

                        SELINA
            Executive Assistant.
                  (hell)
            Secretary.
                  (then)
            Girlfriend?

                        BRUCE
            Had one.  Didn't work.

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

                        BRUCE
            Nope, I told her everything.

                        SELINA
            And the truth frightened her?

                        BRUCE
                  (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.

                        SELINA
                  (giggles)
            "Vicki."  Ice-skater, or
            stewardess?

                        BRUCE
            Photojournalist.

                        SELINA
            Sure.

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

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

                        BRUCE
            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
    part:

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

                        BRUCE
            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.

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

                        SELINA
            Nor I, on the second.

                        BRUCE
            What're you doing three dates
            from now?

    Selina hops off the couch and crosses the room.

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

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

    INSERT--TV SCREEN

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

                        ANCHORMAN
            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
            abduction?

    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
    batarang.

    INT. WAYNE MANOR - LIVING ROOM--NIGHT 

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

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

    He slouches out.

    INT. WAYNE MANOR FOYER--NIGHT 

    Bruce sprints INTO FRAME, nearly colliding with his butler.

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

                        ALFRED
            Which is why I hoped you'd snub him.

                        BRUCE
                  (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 --

                        ALFRED
            I will relay the message.

                        BRUCE
            Alright, thanks.

    Bruce bolts.

    INT. LIVING ROOM--NIGHT 

    Selina waits a moment, then sneaks out, into:

    INT. THE FOYER--NIGHT 

    Where she bumps into Alfred.

                        SELINA
            Alfred!  Hi.  I --

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

                        SELINA
            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 ...
                  (laughing)
            If you whip up a sonnet,
            something -- a dirty limerick ...

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

    Selina laughs, exits.

    INT. BATCAVE--NIGHT

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

    INT. SELINA'S VOLKSWAGEN--NIGHT

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

    EXT. COUNTRY ROAD--NIGHT

    The VOLKSWAGEN CHUGS away.

    EXT. A GOTHAM ALLEY--NIGHT

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

    EXT. GOTHAM PLAZA--NIGHT

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

                        MAYOR
            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.

    EXT. GOTHAM ALLEY--NIGHT

    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
    toolbox.

    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.

    EXT. ATOP A GOTHAM PLAZA BUILDING--NIGHT

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

                        MAYOR
            ... 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.

    EXT. GOTHAM ALLEY--NIGHT

    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.

    EXT. LOFT LEDGE--NIGHT

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

    INT. LOFT--NIGHT

    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:

                        BATMAN
            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.

                        CATWOMAN
            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.

                        BRUCE
            Eat floor.  High fibre ...

    Catwoman springs up, pouting.

                        CATWOMAN
            Hey stud:  I thought we had
            something together.

                        BATMAN
            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.

                        CATWOMAN
            Gotta go, girl-talk, guys keep
            out!

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

    EXT. FIRE ESCAPE--NIGHT

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

    EXT. GOTHAM ALLEY--NIGHT

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

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

    EXT. FIRE ESCAPE--NIGHT

    Batman crashes up the last flight, onto...

    EXT. BUILDING ROOFTOP--NIGHT

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

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

                        BATMAN
                  (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.

                        BATMAN
            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!

    EXT. GOTHAM PLAZA--NIGHT

    A huge crowd is gaping up at the terrible scene.

                        CROWD MEMBER
            Batman?  Batman pushed the
            Princess!

    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.

    EXT. BUILDING ROOFTOP--NIGHT

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

                        PENGUIN
            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.

                        BATMAN
            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 ...

    EXT. TERRACE--NIGHT

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

                        CATWOMAN
            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
    mistletoe.

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

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

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

    EXT. TERRACE--NIGHT

    Still straddling the winded Crusader:

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

                        BATMAN
            I tried to grab you -- save you --

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

    She savagely pulls him up.

                        CATWOMAN
            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.

    EXT. IN AIR--NIGHT 

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

    EXT. PLAZA BELOW--NIGHT

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

    EXT. GOTHAM ALLEY--NIGHT

    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.

    EXT. THE TERRACE--NIGHT

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

                        CATWOMAN
            You said you were going to scare
            the Ice Princess.

    Penguin is standing here, with a battered Tiffany box.

                        PENGUIN
            And I kept my word!  The lady
            looked terrified.

    He opens the box, revealing a hideous engagement ring.

                        PENGUIN
            Let's consummate our fiendish union!

                        CATWOMAN
                  (sneers)
            I wouldn't touch you to scratch you.

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

                        CATWOMAN
                  (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.

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

                        PENGUIN
            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
    helicopter...

                        PENGUIN
            And the wedding's been called off.

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

    EXT. GOTHAM SKYLINE--NIGHT

    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...

    INT. A PENTHOUSE GREENHOUSE--NIGHT

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

    EXT. PLAZA--NIGHT

    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.

    INT. CAMPAIGN BUS--NIGHT

    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.

    EXT. GOTHAM ALLEY--NIGHT

    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.

    INT. THE BATMOBILE--NIGHT

    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.

    EXT. THE BATMOBILE--NIGHT

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

    INT. CAMPAIGN BUS--NIGHT

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

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

    INT. THE BATMOBILE--NIGHT

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

    INT. CAMPAIGN BUS--NIGHT

    PENGUIN plays his controls like the Phantom of the Opera.

    INT. BATMOBILE--NIGHT

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

                        PENGUIN
                  (onscreen)
            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.

    EXT. GOTHAM PLAZA--NIGHT

    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.

    INT. BATMOBILE--NIGHT

    As Batman continues to tear at his console:

                        PENGUIN
                  (onscreen)
            Just relax, and I'll take care of
            the squealing, wretched, pinhead
            puppets of Gotham.

    EXT. ANOTHER GOTHAM STREET--NIGHT

    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.

    INT. CAMPAIGN BUS--NIGHT

    Penguin licks his lips as the Batmobile zooms toward her.

                        PENGUIN
            Helpless old lady at twelve o'clock
            high.

    He presses down on the accelerator.

    INT./EXT. THE BATMOBILE--NIGHT

    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.

    EXT. GOTHAM STREET--NIGHT

    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
    firing.

    INT. THE BATMOBILE--NIGHT

    Penguin's image on the spinning screen surreally
    cackles....

    INT. CAMPAIGN BUS--NIGHT

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

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

    EXT./INT. THE BATMOBILE--NIGHT

    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.

    INT. CAMPAIGN BUS--NIGHT

    Frustrated, Penguin pounds the controls.

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

    EXT. STREET--NIGHT

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

    INT. THE BATMOBILE--NIGHT

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

    DEAD-END STREET

    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
    them.

    THE POLICE screech behind them.

                        POLICEMAN
                  (shouts)
            He'll never fit!

    INT./EXT. THE BATMOBILE--NIGHT

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

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

                        BATMAN
                  (gently puzzled)
            That's funny...

    The buildings loom before the windshield.

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

    Batman connects two wires.

    EXT. BATMOBILE--NIGHT

    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.

    EXT. THE STREET--NIGHT

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

    EXT. OTHER SIDE OF THE BUILDINGS' GAP--NIGHT

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

    EXT. PLAZA--NEXT DAY

    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.

                        MAX
            ... 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.

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

                        MAX
            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.

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

    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.

                        PENGUIN
                  (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.

    INT. WAYNE MANOR STUDY--DAY

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

                        PENGUIN
                  (onscreen)
            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...

                        ALFRED
            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.

                        BRUCE
            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:

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

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

                        ALFRED
            I think I'll take the stairs.

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

    INT. THE BATCAVE--DAY

    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
    downstairs.

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

                        PENGUIN
            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.

    EXT. GOTHAM PLAZA STAGE--DAY

                        PENGUIN
            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.

                        PENGUIN
            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
            hell!

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

    INT. THE BATCAVE--DAY

    Like a sophisticated rap Club DJ, Bruce "scratches" the
    CD.

    EXT. GOTHAM PLAZA--DAY

    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
    face.

    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
    process.

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

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

    He scrams.  Leaving Penguin wiping his face and wondering:

                        PENGUIN
            Why is there always someone who
            brings eggs and tomatoes to a
            speech!?

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

    EXT. GOTHAM PARK--DAY

    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.

    INT. PENGUIN'S LAIR--DAY

    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.

                        PENGUIN
            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
    face.

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

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

                        PENGUIN
            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.

                        PENGUIN
            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
            schvitzing.

    The Gang clucks its sympathy.  Penguin claps his hands.

                        PENGUIN
            Where's my list!?  Bring me the
            names!

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

                        PENGUIN
            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.

                            PENGUIN
            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.

                        PENGUIN
            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
    CHEER.

    INT. THE BATCAVE--NIGHT

    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.

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

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

                        ALFRED
            Ah.
                  (then)
            "Who", may I ask, are you going
            "as"?

                        BRUCE
                  (ambiguous smile)
            You'll never guess.

    INT. THE SPOOKILY REBUILT DEPARTMENT STORE--NIGHT

    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.

                        MAX
            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.

                        MAX
            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.

                        JOSH
            Jen, look over there, but don't
            stare.

                        JEN
                  (staring)
            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.

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

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

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

                        BRUCE
            It does to me.

                        MAX
            Yawn.

    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.

    INT. STORE DANCE FLOOR--NIGHT

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

                        CHIP
            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.

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

                        SELINA
            'S'okay, I had to go home, feed my
            cat.

                        BRUCE
            No hard feelings?

    Selina presses against her partner.  Smiles.

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

    Bruce blushes, steps back.  Selina does a sultry
    pirouette.

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

                        BRUCE
                  (ironic)
            Y'mean take off our costumes?

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

                        BRUCE
            Same here.  So why'd you come
            tonight?

                        SELINA
            You first.

    Bruce presses close to her again.

                        BRUCE
            To see you.

    He waits for a response.  Selina pauses, then:

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

    At first, Bruce doesn't understand.

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

    Selina gives a harsh laugh, shakes her head.

                        SELINA
            This and Max.

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

    INT. THE SEWER BELOW THE STORE--EVENING

    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.

    INT. STORE--DANCE FLOOR--NIGHT

    Bruce and Selina continue to dance, emotions rising.

                        SELINA
            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?

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

                        SELINA
            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.

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

                        BRUCE
            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:

                        BRUCE
            The burn I gave you.

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

                        SELINA
            The puncture wounds I gave you.
                  (wearily)
            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.

                        SELINA
            ... What do we do?

                        BRUCE
            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.

                        GORDON
            A darling couple.

                        ALFRED
            Yes, made for each other ...

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

    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-
            Christ!

                        PENGUIN
            You didn't invite me, so I
            crashed!

    Once again, the Mayor steps forward.

                        MAYOR
            What do you want ... "Penguin"?

                        PENGUIN
            Nothing from you ... "Putz".

    He pushes the Mayor out of the way.  And announces, to the
    horrified throng:

                        PENGUIN
            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
            Shreggnog...

    As those closest to the bomb blast dazedly pick themselves
    up off the dance floor ...

                        PENGUIN
            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:

                        SELINA
            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
    Duck:

                        PENGUIN
            You're coming with me, you Great
            White Dope!  To die, way down in
            the sewer!

                        MAX
            Not Chip!  Please!  Penguin ...
            If you have one iota of human
            feeling, you'll take me instead.

                        PENGUIN
            I don't.  So, no.

                        MAX
                  (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?

                        PENGUIN
                  (removing Max's hands)
            Okay, you have a point.  Plus, the
            hysterics are getting on my nerves.

    Then barks:

                        PENGUIN
            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 ...

    EXT. GOTHAM CITY - NIGHT (MONTAGE)

    The Red Triangle Gang sweeps the city for its first-born
    sons.

    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.

                        CLOWN
            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
        hear:

                        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, bundled babes handed through windows, doors ...

    INT. LAIR - NIGHT

    Penguin impatiently waits, pacing as he twirls two
    identical long, elegant umbrellas.

                        PENGUIN
            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.

                        PENGUIN
            To cut down a whole crop of
            Gotham's most promising, before
            their prime...

    He gestures at a brown-ish gurgling subterranean lake.

                        PENGUIN
            How do I lure 'em in, you ask?

    He pops one of the umbrellas at Max, who flinches.

                        PENGUIN
            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.

                        PENGUIN
            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:

    EXT. "CIRCUS TRAIN" - NIGHT

    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!

    INT. LAIR - NIGHT

    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.

                        PENGUIN
                  (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:

                        PENGUIN
            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:

                        PENGUIN
            "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:

                        PENGUIN
            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.

    INT. ELSEWHERE IN THE LAIR--NIGHT

    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.

                        PENGUIN
            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.

                        PENGUIN
            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
    controls.

                        PENGUIN
            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:

                        PENGUIN
            The Grinch just stole Christmas.
            I'm gonna kill it, barbecue it,
            chop it up and chew its bones!

    INT. A SEWER--NIGHT

    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.

    EXT. GOTHAM CITY STREET--NIGHT

    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.

    INT. THE SEWER--NIGHT

    As he rockets ahead, Batman communicates through a
    strange phone device:

                        BATMAN
            I'm homing in on the signal's origin...

    INT. BATCAVE - SAME TIME

    Alfred is poised at the same console at which he'd
    jammed Penguin's speech.

                        ALFRED
            Ready when you are, sir.

    INT. THE SEWER OF BATMAN--NIGHT

    Batman motors further...

                        BATMAN
            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
    explosions.

                        BATMAN
            As I was saying...

    INT. THE LAIR--NIGHT

    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...

                        PENGUIN
            The Christmas Eve of Destruction -- !

                        FAT CLOWN
            ... eight, seven...

                        PENGUIN
                  ("sweetly" sings)
            Silent night, violent night...

                        FAT CLOWN
                  (sings along)
            All is shrill, all is blight...

    EXT. GOTHAM STREET LEADING TO PLAZA--NIGHT

    The vanguard penguin division stops.  Gotham Plaza,
    heavily populated, looms ahead.  As one, the penguins
    bend forward, angling their bazookas for maximum
    destruction.

    INT. BATCAVE - SAME TIME

    The last of the coordinates crackles over Alfred's
    headset.

                        BATMAN (V.O.)
            ... 28 degrees west.  Shall we?

                        ALFRED
                  (punching buttons)
            Let's dance.  Sir.

    The read-out reads:  FREQUENCY JAMMED.

    EXT. THE REGIMENT OF PENGUINS--NIGHT

    The Penguins' headgear begins to whine and rattle.

    The penguins simultaneously turn and trot away from the
    Plaza.

    INT. THE LAIR--NIGHT

    Penguin is glued to the screens, elated at a Gotter-
    dammerung that's only seconds away.

                        PENGUIN
            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
    controls.

                        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
            signal...

                        PENGUIN
            But who could've ... no, don't say
            it.

                        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.

                        PENGUIN
            I'm starting... just starting...
            to lose my temper, now.

    EXT. GOTHAM PARK - NIGHT

    The Penguin army advances, en masse.  The Old Zoo looms
    in the distance.

    INT. THE LAIR--NIGHT

    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
    OFF-SCREEN.

    INT. SEWER - NIGHT

    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.

    EXT. ARCTIC WORLD--NIGHT

    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:

                        PENGUIN
            I think you're jealous that I'm a
            genuine freak, and you have to wear
            a mask!

                        BATMAN
            Maybe you're right.

    Penguin jumps down, off Batman.

                        PENGUIN
            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.

                        PENGUIN
            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.

    INT. THE LAIR - NIGHT

    Penguin spectacularly twirls down into his lair, bats
    tearing at him all the way, until he splashes down into
    the moat.

    EXT. ARCTIC WORLD - NIGHT

    Batman, at the Observation window, looks down.  Penguin
    is submerged, but he can see the struggling Catwoman and
    Max.

    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 ...

    EXT. ZOO GROUNDS--NIGHT

    The grand panorama of rotten zoo cages and decayed Expo-
    tecture is mightily laid to glorious waste in a symphony
    of fireballs.

    INT. THE LAIR--NIGHT

    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.

                        MAX
            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...

                        CATWOMAN
            Your blood, Max.

                        MAX
            My blood?  I ... I gave at the
            office.

                        CATWOMAN
            A half-pint.  I'm talking gallons.

    EXT. ARCTIC WORLD - NIGHT

    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.

    INT. THE LAIR--NIGHT

    Catwoman continues to drag a balky Max toward the
    generator.

                        MAX
            Let's make a deal.  Other than my
            blood, what can I off--

                        CATWOMAN
            Sorry, Max.  A die for a die.

                        MAX
            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.

                        MAX
            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.

                        BATMAN
            First you're gonna shut up.  Then
            you're gonna turn yourself in.

                        CATWOMAN
            Don't be naive.  The law doesn't
            apply to people like him!  Or us --

                        BATMAN
            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:

                        BATMAN
            Why are you doing this?  Let's
            just take him to the police, then
            go home together ...

    She's still for a moment, considering.

                        BATMAN
            Don't you see, we're the same... split
            down the middle... please...

    Batman rips off his mask, looks straight at her.

                        CATWOMAN
            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.

                        CATWOMAN
            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.

                        MAX
            Selina!  Selina Kyle!?  You're
            fired!  And Bruce -- Bruce Wayne!
            Why are you dressed up as Batman?

                        CATWOMAN
            He is Batman, you moron.

                        MAX
                  (raising the gun
                   again)
            Was.

    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.

                        CATWOMAN
            You killed me, Batman killed me,
            Penguin killed me.  Three lives
            down.  Got enough bullets to
            finish me off?

                            MAX
            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.

                        SELINA
            Four, five.  Still alive.

    Batman rips off his own mask and woozily holds his
    bleeding neck.  He's on his knees, dizzy and weak ...

                        BRUCE
            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.

                        SELINA
            Six, seven, all good girls go
            to ...

    Max pulls the trigger.  But he's shot his wad.

                        SELINA
            Hmm, two lives left.  Think I'll
            save one for next Christmas.
            Meantime how 'bout a kiss, Santey
            Claus?

    A panicked Max has backed against the generator.

                        CATWOMAN
            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.

                        MAX
                  (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.

    EXT. GOTHAM PLAZA--NIGHT (SAME TIME)

    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 ...

    INT. THE LAIR--NIGHT

    Catlike screams of joy waft out off the mysterious mist of
    wattage.

                        BRUCE
            Se-li-na Kyle...

    Bruce frantically searches the thickening mist...
    but finds only Max's body, not Selina.  He stumbles back,
    as:

    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.

                        PENGUIN
                  (pants)
            Gotta crank the a.c.  Stuffy in
            here.

    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
    watching.

                        PENGUIN
            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.

                        PENGUIN
            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.

                        PENGUIN
            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 ...

                        PENGUIN
            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.

                        PENGUIN
            I'm overheated, is all ... I'll
            murder you, momentarily ...

    With a last ounce of strength he pulls open his collar.

                        PENGUIN
            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.

                        PENGUIN
            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.

    EXT. GOTHAM PLAZA--NIGHT

    The bat beacon light, the city lights, and the Christmas
    tree lights continue to flash in wondrous syncopation.
    The Carolers begin singing again.

    EXT. CITY HALL--NIGHT

    The Mayor, his staff, and Commissioner Gordon, out of
    their costumes, look up at the flashing bat signal.

                        GORDON
            Think he'll ever forgive us?

                        MAYOR
            Probably not.  But he'll always
            help us.

    EXT. WAYNE ROLLS-ROYCE--NIGHT

    Alfred drives.  As the limo zips past Gotham Plaza, Bruce
    soulfully gazes out at the celebrants.

                        BRUCE
                  (numb)
            I guess this mean we won.

                        ALFRED
            Yes, I suppose that we did.

    He turns, taking a short-cut away from the crowds,
    through a dark back alley ...

                        ALFRED
            Well ... Come what may... Merry
            Christmas, Mr. Wayne.

                        BRUCE
            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.

                        BRUCE
            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 --

    AND CUT TO BLACK.

                        THE END

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