Catwoman
                       CATWOMAN

                          by

                      Daniel Waters

                                                 June 16, 1995

    IN COMPLETE DARKNESS

    A cat is heard moaning, at first gently, then unbearably.

    EXT.   A SNOWY PATCH OF GOTHAM CITY--NIGHT

    Coming out of the darkness, the viewer's viewpoint glides across
    a moonlit blanket of snow toward the cry of the wounded feline. A
    BLACK CAT is revealed twitching on its back amid the expanse of
    white. The viewer hangs over her only briefly before drifting
    forward...

    Like mismatched carpet samples, the patch of glowing snow cuts
    neatly-absurdly at a patch of sunscorched desert.

    EXT.   THE DESERT--DAY

    Easing all the way into the daylit desert, one catches sight of a
    lizard and gloms onto the creature's frenetic path, moving faster
    and faster across the parched land. Until Zap. The Lizard
    kamikazes into a grand electrified barricade.

    The viewer's viewpoint arcs over the fence, way, way, into the
    air to take in a spectacular view of the sparkling OASISBURG, a
    gorgeous urban island in a sea of dirt and sand. Major Emerald
    City vibe. As the viewer circles the city, day turns to night,
    lights blast on everywhere, and the voice of Selina Kyle
    insinuates onto the soundtrack.

                    SELINA (V.O.)
            I do not know how I came to live in
            Oasisburg. No one ever DOES. But then
            I have forgotten what "is" and more
            to the point, what ever WAS.

    The viewer's viewpoint whooshes down into the city to squeamishly
    embrace its majestic tackiness. As frightening as it sounds, the
    city is a crazed amalgamation of LA-Vegas-Palm Springs-
    Disneyland.  Garish billboards shriek simple messages like RELAX
    and BE HAPPY.  People putter about not in cars, but in adorable
    golf-cart vehicles.

    The viewer makes a dazzling plow down the painful neon of the
    city's MAIN STREET toward an awesome edifice at the end. A Casino-
    and-more to end all casinos-and-more. A colossal sign proclaims
    it FRANK'S FUN PALACE.

                    SELINA (V.O.)
            The most Hot and most Top tourist
            spot in the world--a place like all
            places only more SO. Was I, Selina
            Kyle, having fun with the fun of
            Oasisburg?  The answer is NO.

    The whooshing airborne tour of Oasisburg, Selina's narration, and
    whatever holy music is bellowing on the soundtrack all come to a
    dead halt outside a lit-up room in the middle of a bland office
    building.

    INT.  THE STARK ROOM OF BLANDNESS--NIGHT

    Beneath a flickering fluorescent, A GROUP OF UNHAPPY WOMEN sit
    slumped in a circle of uncomfortable chairs. Not very
    spectacular.  Heading the group in infinitely more upbeat dress
    and demeanor, as if on a first date, is an ultra-perky demon
    named DR. PENELOPE SNUGGLE.

                    PENELOPE
            We did it. We've won. Over the last
            years, there have been super changes
            for women and we should be pleased
            as, dare I say it, punch. Hand to
            back--proceed to pat. There are
            limits though; and Barbara, if you
            try starting your own business,
            you'll probably fail. I say that in
            the nicest possible way. Who's next?

                    SAD WOMAN
            Hi, I'm Mona. And I'm a victim.

                    THE GROUP
            Hi, Mona.

                    SAD WOMAN
            My husband tried putting styrofoam
            down the garbage disposal. I told him
            he shouldn't do that--he just started
            screaming at me...

                    PENELOPE
            I have one word for you, Mona. "Sh-h-
            h." It's a better for a woman's soul
            to take pain, than to give it out.
            Now have we all finished my new
            book...

    Penelope holds up a hardcover with a lame drawing of Catwoman--
    THE CATWOMAN COMPLEX by Dr. Penelope Snuggle.

                    PENELOPE
            The Catwoman Complex of course refers
            to the fabled Catwoman--We all know
            the "tale," pardon the pun-- a couple
            years back, in where-else-but that
            gloomy heckhole Gotham City, a woman,
            all done up as a black cat, was
            supposedly sighted committing various
            acts of terrorism.  Whether or not
            she actually ever existed, this
            "Catwoman" has much to teach us--
            that the pursuit of power turns women
            into monsters and very unhappy
            monsters at that. Women, stop trying
            to be Catwomen and start being women.
            Who's next?

    A short, sweet pan is made from the Sad Woman to the completely
    bent-over woman beside her. She raises her head. It is the woman
    we know to be SELINA KYLE. And she has been through hell. With
    all her energy, she aches her voice into a barely audible,
    melancholy rasp.

                    SELINA
            Hello, I'm Selina Kyle.

                    THE GROUP
            Hi, Selina.

                    SELINA
            And I'm a victim. I mean, that's what
            they tell me. I was brought into an
            emergency room in that aforementioned
            hellhole Gotham City-- scars,
            bruises, and bulletholes all over my
            body. Most interesting thing that's
            ever happened to me and I remember
            nothing. Nothing. My mother brought
            me back here to Oasisburg to "Relax"
            and "Be Happy," just like the
            billboards say. But it's hard, I...

    Selina is rudely cut off by a melodic chime sonic-booming across
    the city. All the women except Selina do a giddy, Pavlovian leap
    from their chairs and race to the window.

                    (NO LONGER) SAD WOMAN
            It's the call for the Cult of Good!

                    PENELOPE
            Be still, my heart..

    Through the ladies' POV, criminal activity is in progress down
    below.

    EXT.   MAIN STREET TOWN SQUARE--NIGHT

    AN ARMY OF MEN IN ZEBRA-STRIPED SHIRTS AND BLACK BERETS hustle
    out from the gaping smoking hole in the face of a bank. They race
    to a line of getaway golf carts. Their EYE-PATCHED LEADER shouts
    up at the melodic chiming.

                    EYE-PATCHED LEADER
            Hurry men, those silly superheroes
            are coming...

    One golf cart zips off down an alley while another rumbles away
    down Main Street. Suddenly, a VAST BUT SLEEK VAN plows forth
    knocking the latter golf cart out of frame like a toy.

    Pouring out of every Casino, Hard Rock, amusement center, and
    putt-putt course on the block comes an overwhelming assortment of
    DELIRIOUS, "FUN"-WARDROBED TOURISTS AND CITIZENS. They encircle
    the crime scene as if it were an impromptu street carnival. They
    chant "Cult of Good, Cult of.." The crooks are too freaked to
    move.

    INT.  THE UNSPECTACULAR ROOM

    The women's group is drawn into the excitement of the crowd
    below.  A squeaky-voiced sweetheart named DIDI swings from the
    window to tug up her slumped-on-a-chair-friend Selina.

                    DIDI
            Selina, you're missing all the
            heroics...Hurry!

                    SELINA
            Do I have to?

    EXT.  TOWN SQUARE OF MAIN STREET

    The back door of the van sesames open. A tollbooth-size behemoth
    is the first to emerge with a sunglass halo wrapped over his eyes
    around his hairless head. Like his forthcoming partners, he wears
    red boots, a red cape, and a chestplate with a Cult of Good
    insignia. He is MAMMOTH.

    A YOUNG BOY WEARING A T-SHIRT WITH MAMMOTH'S IMAGE ON IT, raises
    his fists into the air.

                    THE YOUNG BOY
            Mammoth!

    Next out of the van in the cape-boots-chestplate ensemble is
    SPOOKY. Lithe and limber and Asian, Spooky wears a red hood
    around the head with enough of the face exposed to give off a
    definite whiff of androgyny. The crowd makes an "OOO" noise. A TV
    REPORTER cuts in.

                    TV REPORTER
            As you all know, the crowd's not
            booing, they're just shouting the
            name of the next Cult of Good
            crimefighter, "Spooky."

    Preening out of the van next, with perfect blonde hair and a silk
    eye mask barely impinging his beautiful face, is ADONIS. He has
    an adorably boyish jet pack on his back. The women in the crowd
    openly lose it, exploding into tearful, sweat-stroked Beatlemania
    wails.

                    ADONIS
            Sometimes I think they love me as
            much as I do...

    INT.  THE UNSPECTACULAR ROOM--NIGHT

    The Women at the window follow suit.

                    (NO LONGER) SAD WOMAN
            Oh, Adonis, it's Adonis, my
            favorite..my Adonis..

                    PENELOPE
            So perfect, so beautiful..so, did I
            say perfect?

    Selina wearys up an eye-roll at her drooling group-mates.

    EXT.   TOWN SQUARE OF THE MAIN STREET

    Next out of the van, like a rock star taking the stage, with a
    very prickly head of hair, strange goggles, and a ratty leather
    jacket-beneath-cape, is the raucously cocky CACTUS. Cactus has
    only one good arm--his other arm is a piece of machinery
    resembling a small cannon.

                    CACTUS
            You folks want to see a little
            morality tonight!  Yeah!  I can't hear
            you!

    The crowd goes crazier. A pack of WORSHIPFUL, WOULD-BE PUNKS in
    imitation jackets and goggles high-five each other.

                    WOULD-BE PUNK
            Yes!  Cactus is raw!

    The crowd settles into complete silence. The army of Robbers are
    more paralyzed than ever by baffled fear.

    INT.  FRANK'S FUN PALACE

    Casino customers stop playing and drift to a big-screen T.V.

    INT.   THE UNSPECTACULAR ROOM--NIGHT

    The women lean their foreheads to the window. Even Selina is
    intrigued.

    EXT.   TOWN SQUARE OF MAIN STREET

                    TV REPORTER
            I don't need to introduce the last
            man out of the van, the leader of the
            Cult of Good, our own personal savior--
            Captain God.

    In semi-slow motion, in an overpowering, all-encompassing yet
    elegant and uncumbersome Helmet comes the charismatic CAPTAIN
    GOD.  His voice goes through a crackling scrambler box in his
    helmet that makes his sound like the ultimate stiff straight
    white B-movie male authority figure of all time. Unholstering a
    very cool console, he remotes off the melodic chime.

                    CAPTAIN GOD
            There is the law and there is
            justice.  There is the river and
            there is the dam.  There is the
            Danish and there is the English
            Muffin. In between there is only I.

    The moved-to-near-tears mob thunders up with sanctimonious
    cheers.

                    ANGELIC CROWD MEMBER
            Captain God rules!

                    OLD WOMAN
            God is good!

    The superhero Team ossify together into a perfect pose.
    Flashbulbs explode all over them as the tourists fire their
    cameras.

    Breaking from the paralysis, one of the ticked-off robbers pulls
    out a gun.

                    GUN-TOTING ROBBER
            Is this a joke?

    The robber fires his gun right at an unblinking Mammoth, who is
    merely holding up his hands. The TV REPORTER cuts before the
    image.

                    TV REPORTER
            Looks like this is one hooligan who
            forgot about Mammoth's "invisible"
            shield made from a new remarkably
            clear form of plexiglass, created in
            the lab of the Cult of Good's secret
            hideout.

    FOUR BAD GUYS

    converge on Spooky, who raises up a white fist-size box and
    politely addresses it.

                    SPOOKY
            Spear.

    Extending out of the box like pulled-out antennas is a formidable
    makeshift spear. With jaw-dropping dexterity, Spooky spins and
    swirls the weapon battering away the knives of the hapless
    attackers. Yawning, the superhero sternum-pokes the first
    attacker to the ground.

    Then in one vicious helicopter gesture, Spooky cracks the back of
    one attacker's neck while crunching the jaw of another.  Without
    even turning to face him, Spooky over-shoulder-flaps back the
    spear down atop the attacker's skull, pounding him to the ground.

    CAPTAIN GOD

    fires a flame from the fingertip of a Power Glove he wears at a
    line of getaway golf carts.  One by one, they explode into
    flames.  The Eyepatched Leader uses the fireworks as an
    opportunity to flee through the awed crowd.

    INT.  THE UNSPECTACULAR ROOM

    Selina cringes away from the explosion sounds, holding her ears.
    Her group buddies continue to cheerlead. Selina rushes off.

    EXT.   TOWN SQUARE ON MAIN STREET

    A FLAMING CROOK is pulled across the frame by a runaway golf
    cart.  Cactus booms.

                    CACTUS
            What a "drag."

                    CAPTAIN GOD
            "Well done," Cactus.

    The two superheroes burst into laughter at their matching quips.
    Captain God turns to the viewer.

                    CAPTAIN GOD
            In all seriousness, that one was for
            Little Billy. He's the real hero.

    INT.  A HOSPITAL ROOM--NIGHT

    Family, friends, doctors, Media, and a priest gloriously pat
    Little Billy who is in a body cast (autographed by the Cult)
    beaming up to Captain God on a hospital screen.

    EXT.   TOWN SQUARE ON MAIN STREET

    Gun emptying, the Gun-toting bank robber's entire face contorts
    into smooshed agony seemingly all by itself. Mammoth is revealed
    to be slamming him with his clear shield. As the robber crumbles
    to the ground before him, the Young Boy bobs up from his toy.

                    THE YOUNG BOY
            Just like the Game boy!

    Mammoth slams two oncoming DESPERADO'S heads together crunching
    open their motorcycle helmets. He then roars to wildly applauding
    crowd. They toss peanuts which he devours out of the air.

                    SPOOKY
            Oh, I wish they wouldn't feed him
            like that.

                    CAPTAIN GOD
            Now he'll be up all night...

    INT.  A DINGY STAIRWELL

    As terrifying cheers and explosions reverberate all around her, a
    dizzy Selina lowers herself on to a stairwell, trying to keep it
    together. Regaining composure, she wobbles up.

    EXT.   TOWN SQUARE ON MAIN STREET

    Two SURRENDERING CRIMINALS stand one behind the other as Cactus
    approaches.

                    FRONT SURRENDERING CRIMINAL
            We give up!  Please don't destroy us!

    Cactus twists a harpoon onto his non-arm. The Back Surrendering
    Criminal reaches to a gun stuck in the back pant of the front
    guy.  Cactus fires his harpoon.

                    CACTUS
            Did somebody say "two-for-one sale?"

    The harpoon sails right at the single file criminals.

    INT.  FRANK'S FUN PALACE--NIGHT

    Instead of seeing the potentially yucky result, the viewer is
    given the deft sight of a toothpick-impaled-through-two-olives
    dropped into a martini, which is handed to the stern but smug
    MAYOR OF OASISBURG by the smug but smug Fun Palace owner FRANK.

                    FRANK
            Wow, Mr. Mayor, a show like this is
            good for business...

                    MAYOR
            Never has safety been so sexy and so
            exciting. I love my town.

    EXT.   TOWN SQUARE ON MAIN STREET

    Like the prettyboy posterboy that he is, Adonis has completely
    removed himself from the action to autograph magazines and other
    Bilia with his face on it. He is planting an uncomfortably deep
    kiss on a BARELY TEENAGE GIRL when he is tapped by Captain God's
    mighty finger.

                    CAPTAIN GOD
            Hey, Hot Stuff. You're still on the
            clock...

                    ADONIS
            Sorry, sir. The Cult is my life and
            my life is the Cult. By God, Captain
            God, I shall not fail you..

    Adonis squeezes up the handle that blasts on his jet-pack. He
    Canaverals up, arcing mightily into the air. He twists past the
    towering buildings and the lit-up room of the women's group. He
    gives them a thumbs-up. They squeal in pleasure, Penelope almost
    fainting.

    Back down in the Square, with a rebel yell, a pack of Robbers
    rush a very calm Captain God. CG presses his belt buckle causing
    an ABSOLUTELY BLINDING FLASH. The Robbers cower into
    incapacitated wobbles; Captain God strafes through them,
    effortlessly pummeling each to the ground.

    Cactus joins Captain for the stomping fun. Tourists delightedly
    cam-corder the action (the viewer briefly gets the video POV).
    Cactus takes a camera from A FAMILY.

                    CACTUS
            Go on, get yourself a piece!

    Cactus proceeds to film the Tourist family giddily booting and
    flailing the robber. Burrowing through the crowd, Selina can't
    help but gape at this horrifying sight. Cactus swings the camera
    toward her.

                    CACTUS
            Come on, babe, get in there, be a
            crimefighter for a day...

    Selina backs away and rushes off...

    EXT.   THE OASISBURG SKY

    Adonis looks down to see the getaway golf cart thrashing down a
    back alley. Adonis presses a button on his jet-pack. A silver
    ball drops out.

    EXT.   THE ALLEY

    The steel ball thuds atop the golf cart immediately outbreaking a
    billowing pink gas. The robbers immediately keel out of the
    crashing cart. A HOMELESS PERSON also thuds into a heap. So does
    a poor cat. So do some falling birds. So do some flowers ex-
    growing on a windowsill.

    EXT.   THE OASISBURG SKY

    Adonis laughs down to the cloud of harm.

                    ADONIS
            Breathing is a bitch.

    He rockets past a billboard shining out "YOU'RE ON VACATION.
    JUSTICE IS NOT."

    EXT.   TOWN SQUARE ON MAIN STREET

    A DESPERATE HOODLUM makes a break for it. Cactus raises his
    cannon arm, putting in a small missile. He takes aim on the
    screeching away hoodlum. Captain God cuts in front.

                    CAPTAIN GOD
            Cactus--shooting a man in the back is
            not very noble.

                    CACTUS
            That is not a man, Captain God. That
            is Vomit accidentally born with two
            legs.

                    CAPTAIN GOD
            Well. I stand corrected.

    Captain God takes a royal step back. Cactus fires his arm.

    EXT.   DARK OASISBURG STREET OFF THE SQUARE

    The running away hoodlum goes up in a purty puff of smoke in the
    background of a walking-forward, shuddering with her head down
    Selina Kyle.

    Suddenly, the Eye-patched Leader scurries out before Selina. He
    does a deer-headlight pose before continuing his escape. Selina
    re-trembles forward.

    The viewer notices a bulky, hunched-over figure on a rickety
    scooter puttering behind the faded heroine.

    EXT.   TOWN SQUARE ON MAIN STREET

    Cactus turns from the blazing-in-the-distance hoodlum.

                    CACTUS
            Dat's gotta hurt.

    A patch of the crowd wearing "Dat's gotta hurt" T-shirts give
    cheering thumbs-up signs. Cactus high-fives them with his smoking
    cannon arm.

    A squad of HAPPILY INEFFECTUAL POLICE roll up in sirened golf
    carts to pile up the aching criminals. One suddenly leaps from
    the heap, lighting up a cocktail molotov. He sprints toward a
    massive store selling every kind of Cult of Good merchandising.
    Adonis whooshes to a landing, pointing and squealing.

                    ADONIS
            Captain God, he's going for the
            Superhero Superstore!

    EXT.   THE ALLEY OFF THE SQUARE

    Selina spins around. Behind her, a withered but strangely
    pleasant, HUNCHED-OVER MEXICAN WOMAN WITH SEVERE DARK EYEBROWS
    rests upon an idling scooter.

                    SELINA
            You again!  I told you to stop
            following me!  Who are--I have enough
            in my life that I don't need
            some...some Hag!  Get out of..

    Selina is silenced as a flash hits her eyes caused by the
    moonlight hitting something around the still-smiling Hag's neck.
    A key.

    EXT.   THE TOWN SQUARE OF MAIN STREET

    The Final Robber heaves back to throw his explosive at the store
    of Cult of Goodies.

                    CAPTAIN GOD
            Crime does not Pay. Et cetera.

    Captain God raises up a remote and presses a button. Two laser
    beams eek from the eyes of two marble lions on each side of the
    store's doors. The beams zap-halt the Final Robber into an
    upright, quivering, standstill.

    The crimefighters approach, all extending their index fingers
    seemingly in order to tap him to the ground. At the last sec, the
    five superheroes lower their fingers and punch out with their
    other arms, sending the poor guy flying. The men go back into
    their trademark heroic pose. The flashbulbs re-commence.

    EXT.   THE ALLEY OUT FROM THE SQUARE

    Shaking off the obnoxious cheers of the crowd, Selina clacks
    forward. The sound of the scooter again coughs up again. Selina
    wields around...

                    SELINA
            I said...!

    Selina stops herself. The Hag on the scooter is gone. The only
    thing behind Selina is a beautiful, black stoic cat. It blinks.
    Selina blinks.

    EXT.   THE FLASHBACK TO THE SNOWY PATCH OF GOTHAM CITY--NIGHT

    Again the viewer glides over the familiar carpet of snow toward
    the black cat wailing on her back. The Mexican Hag is revealed to
    be the owner of the POV, standing compassionately over the
    damaged feline.

    INT.  A TOO-GIRLISH BEDROOM--MORNING

    Selina awakens in the proverbial feverish sweat, zapped by bright
    morning rays. She quivers into an upright position on a flowery
    bed. The entire room is in fact quite suffocating in its
    preserved girlishness. She drowses up to a dresser.

    Atop the dresser is a sterling array of china and crystal
    figurines all depicting pirouetting ballerinas. They all seem to
    be staring at the ingrateful-for-the-attention Selina. With her
    finger, she topples one over.

    She then gives a downhearted stare to a framed photograph of
    herself-as-a-girl-in-a-ballerina-dress, arm-in-arm with her
    beautiful mother. The door opens. Selina's still-beautiful-but-
    severe MOM makes a live appearance.

                    MOM
            You're late.

                    SELINA
            Yes, Mother. Dear.

    Mom closes the door. Then opens it again. She firmly resets the
    toppled ballerina, then re-closes the door.

    INT.  KITCHEN--MORNING

    In pretty much deathly silence, Selina sits across from her
    mother (who reads a newspaper with a THE CULT OF GOOD SAVES
    ANOTHER DAY headline) at the kitchen table. Selina looks down to
    the world's smallest muffin on a plate before her.

                    SELINA
            A hearty breakfast is the start of a
            great morning...

                    MOM
            Oh, I forgot to tell you, you're on a
            diet...The fact you're still
            reasonably pretty is the one thing
            you got going for you.

                    SELINA
                (mock-acting as it paid a
                 compliment)
            Oh Mommy, you're embarrassing me.

                    MOM
            Is every single thing out of your
            mouth since your "accident" have to
            be a monotone mumble of cheap
            sarcasm?

                    SELINA
            Maybe.

                    MOM
            It's funny, I've heard of giving up
            finding a man and raising a family to
            pursue a career. And I've heard of
            foregoing a career to start a family--
            but I think you're onto something
            new, Selina. "Absolutely nothing"--
            Has a ring to it. I think it could
            catch on...How's that for sarcasm?

                    SELINA
            Pretty good...Mom, I don't want you
            to think I don't appreciate...letting
            me stay, getting me the job--I've
            been a mess. I'm still a mess. It's
            just...we have to start having a
            different conversation. I can't
            take..

    Mom turns on a TV set on the kitchen table. Selina is miffed at
    the interruption, but lets it go. On-screen, Captain God press
    conferences in his comically "powerful" voice.

                    CAPTAIN GOD (TV)
            Everyday I put on my helmet is a day
            I may die. We've all seen what has
            happened recently to superheroes in
            other cities.  It is a dangerous job,
            but I am proud to wear body armour,
            so you don't have to...

                    MAYOR (TV)
            Thank you, God. Thank all of you,
            Cult of Good. You Men do us proud.

    The Mayor rips down a sheet revealing a statue of the superheroes
    artistically tangled in a spiraling totem with the Helmeted
    Captain at its top. Jaw-droppingly Phallic, don't you know.
    Selina pulls the plug on the TV.

                    SELINA
            I'll take your abuse, but it's way
            too early for the sanctimonious Cult
            of Gag...

                    MOM
            Oh, so now even the keepers of the
            city don't meet your
            standards...You're late.

    Mom exhales out of the room. Also drearily rising, Selina throws
    her uneaten muffin in the sink. She yanks up a venetian and
    recoils against the table. Through the glass, at the back of a
    golf-course green backyard is a GROTESQUE HUT. Even more
    disturbing, the Old Mexican Hag wobbles before the creepy
    domicile, stoking a fire.

                    SELINA
            Mom...

    INT.  HALLWAY--MORNING

    Selina flutters around a corner ready to re-call out. She catches
    sight of her Mother doing an eerie, not unsexy, body undulation
    in the hallway mirror. Noticing Selina, she stiffens around.

                    MOM
            Don't sneak up on me...

                    SELINA
            Uh, it's just--that woman out there--
            that horrible Hag. She's the one who
            keeps following me on her creepy
            little scooter--And now she's built a
            hut in the back..Why did you...

                    MOM
            Because she asked me--and I couldn't
            very well turn her down. Don't you
            remember-- of course you don't
            remember--that "Hag" is the one who
            brought you to that hospital in
            Gotham City. For what it's worth--
            currently not much--we owe her your
            life...When I think about a single
            woman in Gotham City--amnesia is
            probably the best thing that could
            happen to a girl like you...Oh, don't
            forget your visor.

    Selina reels back against the wall, processing the strange Info.
    Mom holds up a very goofy Oasisburg Visor.

    EXT.   MAIN STREET--DAY

    Selina steps out of the shadow provided by the BE HAPPY billboard
    and into the sizzling sun. Visor atop head, Selina trudges down
    Main Street. Everyone else on the citywalk and in the puttering-
    past golf carts wear the exact same mega-dorky visor.

    Selina scans to a single file lemming line of CHILDREN march into
    the superhero superstore. They come out the other end in Cult of
    Good T-shirts and bomber jackets, holding C of G lunch boxes,
    action figures and pennants.

    Selina trembles forward. A hungry pack of TOURIST WOMEN pant
    against the glass of a jewelry store, lusting over a showcased
    necklace.

                    BAD MOTHER
            Oh, I'd give up my first-born to wear
            it for a day...

    The woman, wearing a "Kiss my butt, I'm on vacation" shirt turns
    from the pack to swat her YOUNG DAUGHTER.

                    BAD MOTHER
            I told you to wait in the cart. I
            won't let you ruin my vacation.

    Rubbing her cheek, the daughter makes volume-speaking eye contact
    with an unstopping Selina. Selina comes to the end of the road,
    arriving at the earlier-seen monument to all that is tacky and
    misguidedly ostentatious--Frank's Fun Palace.

    INT.  CASINO FUN PALACE--DAY

    The viewer's viewpoint stays on Selina's side as she marches
    through the sliding doors of the Palace. She moves beneath a
    thermometer on the outside busting over 120 degrees to one in the
    inside that hovers in the low twenties.

    Selina immediately goes from drained swelter to stiffening
    shiver.  The place has a typically perverse Vegas Casino ambience
    amped to the next level of over-the-top. Owner Frank swings
    before Selina in a parka.

                    FRANK
            You're late. I've got some good news
            and some good news. I'm giving you
            more hours and the new uniforms came
            in.

                    SELINA
                (holding up nasty uniform)
            What's the good news?

    INT.  CASINO BACKROOM--DAY

    Selina lines up with a militarily erect group of other women all
    wearing the "new uniform" in its tight, hideous glory--short,
    wacky tutus with a hole appallingly cut out at the stomach; a
    retarded game show host's idea of sexy. The earlier-seen Didi
    leans back from the line to whisper to Selina (who holds her hand
    over her bare stomach).

                    DIDI
            You shouldn't have left the meeting
            so soon. Adonis gave us a thumbs-up
            fly-by...

    Selina is prevented a response by a piercing whistle. A scary,
    bespectacled young woman in a masculine outfit and a droning
    voice commandants out. Her name tag reads ESMERALDA.

                    ESMERALDA
            You know the drill, boys. When the
            whistle blows, you scoot to the next
            station. Memorize the new map--
            especially you Amnesia Girl.

    Esmeralda flaps over a blackboard revealing an absurdly
    complicated map of Palace dots.

                    ESMERALDA
            Oh, Today's new rule: when serving
            cocktails, the porthole on your
            uniform should be turned to expose
            the base of your spine. Failure to do
            so will result in a fine. I don't
            make the rules; I just really enjoy
            telling you them.

                    SELINA
                (mumbling)
            This can't be my life. This can't
            be...Could we fast-forward to the
            part where I commit suicide?

    Esmeralda narrows her eyes over to Selina. She pushes away her
    hand, revealing a bullethole scar on Selina's stomach.

                    ESMERALDA
            Oh, what a treat for our guests. Look
            everyone, wounds. Take care of it.

    Esmeralda blows her whistle.

    INT.  WOMEN'S LOUNGE

    Selina, Didi, and an African-American woman named KELLY scrub the
    floor of a vast women's lounge.

                    KELLY
            I've learned one thing in my life.
            Never go to work in a place where
            other people come to have fun.
            Nothing like the pressure to have a
            good time to bring out the worst in
            people.

                    PAINFULLY DEMANDING TOURIST WOMAN
                (emerging from a stall)
            Kelly, I'm having another carpet
            crisis in my room. Now.

                    KELLY
            Exhibit A.

    Selina laughs. Kelly rises, only half-good-naturedly speaking
    toward Selina.

                    KELLY
            Ooh, the zombie laughs.

    Esmeralda pokes her head in and blows her whistle.

    INT.  DINING AREA--DAY

    In a bloody apron, a completely nauseated Selina sets down a
    gigantic plate of gnarled, scorched cow amid a ravenous table of
    Tourists, beneath an ALL YOU CAN MEAT sign. Esmeralda walks by
    blowing her whistle.

    INT.  MAIN FUN PALACE AREA

    With literally frozen smiles, Selina and Kelly serve a trayful of
    bizarre looking drinks to separate tables of ladies in Furs.
    After getting their 25 cent tips, Selina and Kelly step away,
    rubbing their arms to stay warm.

    Frank strolls by with a GROUP OF JAPANESE BUSINESSMEN. He gives
    Selina a pat on her exposed back.

                    FRANK
            You know, Kyle, you're still pretty
            hot for a pre-Bicentennial babe...

                    SELINA
            "Pre-bicentennial babe?"

                    FRANK
            Yeah, as in born before..Ooh, I
            suppose it's "sexual harassment" to
            give a woman a compliment. Sheesh.
            Come on, gentleman...

    Frank leads the men to a mock-gold door marked the Gentleman's
    Club. Selina watches him shove in a gold card-key that causes the
    door to whir open...Before she can take a closer look, Esmeralda
    blows the whistle.

    LATER IN THE SAME PLACE

    A cut is made to Selina standing as a human statue in a water
    fountain in the middle of the casino. She tries to look to her
    watch. A whistle sound is heard.

    INT./EXT.  A BACK DOORWAY--DAY

    A trashcan wedges open one of the casino's sliding doors. It
    hiccoughs against the can as the women workers fall into
    exhausted, relaxed positions. Selina bites into an apple. The
    others look to her as if she burped.

                    SELINA
            What did I do?

                    WOMAN WORKER
            Oh no, it's nothing, it's just you
            know, the whole eating thing--I mean,
            considering the new uniforms..

                    KELLY
            I could design a great uniform. I
            don't mind wearing something
            degrading if it's interesting, but
            god, this thing...

                    DIDI
                (sighing)
            What would we do without this doorway--
            where Africa meets the North Pole.
            The only place in this entire city
            that feels just right...

    The Women simultaneously release their tension and lean back into
    well-earned, but vague bliss. Ruined by Esmeralda.

                    ESMERALDA
            Are you ladies enjoying your break?

    She obnoxiously blows her whistle and tugs away the trashcan, the
    women bob behind the closing sliding door.

    INT.  SALON AREA

    In a small, tiled salon area at the edge of the Palace carpet,
    Selina, Kelly, and Didi concurrently manicure, pedicure, and
    facial the Painfully Demanding Tourist.

                    PAINFULLY DEMANDING TOURIST
            You girls listen to me. That's when
            Oasisburg was Oasisburg--before the
            foreigners...

    Didi removes a hot towel from the Demanding Tourist's face. She
    looks off, suddenly mellowed.

                    PAINFULLY DEMANDING TOURIST
            What. is. that?

                    DIDI
            It's an every woman's dream.

    Selina swings her head. As Didi coos out his bio, the viewer
    takes in the slow motion sight of the magnetic, man's man of
    Madison County, BROCK LEVIATHAN, making a charisma-drenched
    entrance from one end of the casino. A black Doberman trots next
    to him.

                    DIDI
            His name is Brock Leviathan and he's
            a real architect.
            A true maverick in his field, Brock
            has designed some of the most unique
            yet functional structures on the
            planet, including this very Fun
            Palace. World Traveler, Sculptor,
            Loner--during a fishing trip last
            year in Baja, he caught the second
            biggest Marlin on record.  Without a
            doubt, the most eligible bachelor in
            Oasisburg...

                    KELLY
            Not so fast, here comes my vote...

    Selina swings her head the other way. More of a sly, nimble
    charmer than the muy macho B. Leviathan, LEWIS LANE makes an
    equally attractive slow-motion stride from the opposite end of
    the Fun Palace.

                    KELLY
            He's Lewis Lane, last of the serious
            journalists. The Oasisburg Times paid
            a bundle for him. Lewis won a
            Pulitzer for his first hand account
            of the Corto Maltese revolution.
            Excellent chef and a renowned Jazz
            musician with a cult following in
            Europe, no woman has captured his
            heart--but I think he used to date
            Bjork.

    The strutting Brock and Lane bump into each other, ending the
    slow-motion. They give each other cool glances. Taking everyone's
    attention, Brock's Doberman suddenly skids onto the tile of the
    salon area. Selina tugs it out, while the dog delightedly licks
    the heck out of her.

                    BROCK
            He likes you. Kincaid and I have
            always had similar tastes...

                    SELINA
            In women?

                    BROCK
                (putting her on)
            No, in art. I try not bring up women
            around Kincaid. It's a sore spot
            between us. Long story..

                    SELINA
            I'll bet. Funny, for some reason, I
            don't think dogs are supposed to like
            me.

                    BROCK
            You say that like an amnesia victim.

                    SELINA
            Guilty. I am.

                    BROCK
            Ouch. I hope you're not offended by
            aggressively curious men.

                    SELINA
            I don't know. I can't remember.

    Kincaid wags away. Brock gives off some simmering, smiling eye-
    contact before moving off after him. Selima turns back. Lewis
    Lane is facing her, also smiling.

    THE WOMEN

    gape at the sight of Selina turning from Brock to Lane.

                    PAINFULLY DEMANDING TOURIST WOMAN

            Shameless Hussy.

                    KELLY
            A-men.

    LEWIS LANE

    contemplates.

                    LANE
            A genuine woman of mystery in
            Oasisburg.  Amnesia. Bulletholes in
            exposed stomach badly concealed with
            body make-up.  Beautiful, intelligent
            eyes that have no business in
            "Frank's Fun Palace" or anybody
            else's Fun Palace for that matter..

                    SELINA
            Uh. "Thanks?"

    A too-nearby Esmeralda glares at the flirting Selina. She blasts
    her whistle making Selina wince.

                    LANE
            Pity. Onto the next station.

    A smiling Lane smooths off to the mock-gold Gentleman's Club door
    and cards himself in. Selina narrows her eyes for a forbidden
    peek.

    Selina's POV sees a group of CIGAR SMOKING MEN mesmerized up to a
    back-to-the-viewer DANCER in a perceptibly feline outfit. The
    dancer is moving her body in an echo of the dance Selina's Mom
    did in the hallway mirror. Wait, could that actually be..The door
    whines shut.

    INT.  BACK AREA

    Esmeralda is handing out checks. The Women Workers excitedly snap
    them, deflating by actually looking at them.

                    SELINA
            Oh. I think I'll run out and
            buy...gum.

                    KELLY
            Did you know we make thirty percent
            less than what a man makes on the
            job?

                    DIDI
            You mean, there are men who have this
            job?

                    KELLY
            Uh, I was speaking hypothetically.

                    ESMERALDA
            Quit griping--it's not like you have
            "skills" or better yet, "hidden
            potential."

    Sighing but resigned to her new life, Selina neatly folds her
    check and departs out the backdoor exit.

    EXT.   ALLEY BEHIND THE FUN PALACE--DUSK

    Selina comes out into an alley, going into her sad, trudging
    mode.  She turns to a familiar sputter behind her. The Old Heavy
    Eyebrowed Mexican Hag is trailing in her rickety scooter. Selina
    tentatively scuffles back toward the scooter causing the Hag to
    buzz away.  Selina breaks into a run, pleading out.

                    SELINA
            Wait--please!  Strange old hag person,
            come back!  I need to ask you-- please!

    The Mexican Hag twists to a stop. She smiles. With a happy
    exhale, Selina races forward--when suddenly Selina drops into a
    hole.

    INT.  THE HIDEOUT OF THE CULT OF GOOD--DUSK

    After a somersault down through the air, a shocked-at-her-own-
    physicality Selina lands on her feet--behind a stack of boxes
    marked CLASSIFIED GADGETRY. The tribal sounds of beating drums
    can be heard further freaking her out. Selina squeezes through
    the stacks of boxes toward the drums. She is in the Hideout of
    the Cult of Good.

    The level below Selina and the boxes is decked out with the usual
    higher-tech fact-finding machinery found in any good superhero
    lair. More to the point, at the center of the hideout is a round
    table around which stand Captain God, Cactus, Spooky, and Adonis
    solemnly beating their own drum. They stop so Captain God can
    speak in his abnormally-normal voice.

                    CAPTAIN GOD
            We are the Cult of Good, secretly
            formed without knowledge of each
            other's identities, we live to make
            evil die, to serve mankind by--yeah,
            yeah, you know the rest..

    The superheroes loosen up and kick back around the table.

                    CACTUS
            Boss-man, what were you going on
            about last night: "I am the Law and I
            am the Danish..."

                    CAPTAIN GOD
            I don't know what I was saying. I
            totally phoned it in last night. I
            haven't been getting a lot of sleep
            lately...

                    ADONIS
            The crowd bought it.

                    CAPTAIN GOD
            Crowd always buys it. What do we got?

                    SPOOKY
            The shopkeeper on 13th street won't
            drop the lawsuit--He still claims one
            of the lasers we fired at the Jenkins
            gang burned down his store..

                    CACTUS
            I hate innocent bystanders.  Whine,
            whine, whine. Will he settle?

                    ADONIS
            God, can I have tomorrow off?  My new
            cereal is coming out and they want me
            to sign boxes over at..

    THE UPPER LEVEL

    Selina huffs into a half-smile down to the strange conversation below.

    THE LOWER LEVEL OF THE HIDEOUT

    Captain God bellows through his Darth Vaderesque voicebox.

                    CAPTAIN GOD
            Do I have to remind everyone that in
            two days, we'll all be dead. The Cult
            of Good will be a memory. I don't
            want to hear about lawsuits or
            cereals. We have a secret mission...

                    ADONIS
                (jiggling red hotline phone)
            I still have to call my agent--my
            techno-single just made the hot
            100...what's with the phone?

                    CAPTAIN GOD
            You have to dial nine first.

    Suddenly, an entering, roaring Mammoth hurls the seen-last-night
    Eyepatched Leader of the Robbers onto the table, chained.

                    MAMMOTH
            Mammoth bring bad guy...Mammoth not
            big and stupid.

                    SPOOKY
            Of course not, Mammoth. Sit, Mammoth.

    SELINA

    hunches forward, eyes ever-widening in fascination.

    CAPTAIN GOD

    coolly clambers atop the table to stand over the defiantly
    seething Eye-patched Leader.

                    EYEPATCHED LEADER
            I thought we had a deal!  The way it
            always worked!  We give you some, you
            give us some!  The bank robbery last
            night was supposed to be guaranteed
            superhero-free!  Captain God, you gave
            me your word!  I don't get it, the Cult
            of Good was getting 40 percent of the
            cut!

                    CAPTAIN GOD
            I know, I know, I feel bad, Esse--
            You see we're getting out of this
            Burg the day after tomorrow--And
            honestly we just don't care
            anymore...

    The Cult of Good rumbles into laughter. Captain God kicks the Eye-
    patched Leader into a roll off the table.

    SELINA

    is too petrified to move.

                    SELINA
            Oh, I really need to be overhearing
            this conversation...

    THE LOWER LEVEL OF THE HIDEOUT

    Spooky and Cactus unchain the more-confused-than-ever thug.

                    EYEPATCHED LEADER
            Day after tomorrow?  You're the keepers
            of the city--You can't just leave--
            You run this town. I don't
            understand.

                    CAPTAIN GOD
            I know you don't understand. That's
            why we're laughing...

                    CACTUS
            Don't worry about us, hoodlum. We're
            giving ourselves a hell of a going
            away party--one that this cheesy city
            will never forget. We do it in every
            city we go to...

                    EYE-PATCHED LEADER
            "Every city you go to?" What..

                    ADONIS
            Cactus, I can't believe you just said
            all that...

                    CACTUS
            Oops--my face must match my cape. And
            to think we were going to let you
            go...

    Spooky twirls up her leg to boot the Eye-patched Leader into a
    rolling chair. Cactus does a sock to the stomach that sends the
    chair and the crook flying across the Hideout floor until stopped
    by Mammoth's fist.

                    ADONIS
            I vote "Car Wash."

                    MAMMOTH
            Car wash...Car wash...Car wash.

                    CAPTAIN GOD
            Well, we spent enough time building
            the damn thing, might as well use it.

                    SPOOKY
            A bit sadistic, don't you think,
            Captain...?

                    CACTUS
            A bit sadistic?  That's the point.
            What's gotten into you, Spooky?  Our
            last week in a town, we follow one
            rule. No rules.  Car wash, it is!  Good
            luck, man.

    With LA Cop sense of unearned superiority, the superheroes amble
    to the terrified Eye-Patched Leader. Captain God pulls a lever
    and a piece of floor slides open. Cactus and Mammoth drag the
    thug into the indiscernable-to-the-audience hole, then bound out.

    Captain God presses a button marked CAR WASH. A gear-whining
    noise is heard along with some other unusual sound effects...and
    finally a loud scream.

    SELINA

    recoils back in horror, knocking one of the boxes into a
    teetering-on-its-last-splinter position.

    THE LOWER LEVEL

    Hovering over the opening, the Cult of Good flinch back with
    disgusted but highly amused "Ooohing" noises.

                    CACTUS
            "Dat's gotta hurt!"

                    SPOOKY
            He didn't remember to roll up his
            window...

                    ADONIS
            Three seconds--I think we have a new
            record...

                    MAMMOTH
            He didn't even try!

    The sound of a falling box from above silences everyone. Captain
    God enunciates in his very best California Highway Patrol voice.

                    CAPTAIN GOD
            That is either a very big rat. Or a
            very big problem. Either way, kill
            it.

    THE UPPER LEVEL OF THE HIDEOUT

    Selina does a weary cringe to the fallen box behind her.

                    SELINA
            Hidden witness accidentally makes
            noise to call attention to herself--
            How original.

    Selina dives under a tarp on the floor. The superheroes scramble
    to the upper level, pushing away piles of merchandising and
    kicking up boxes. Cactus smokes toward the flimsy tarp.

                    MEXICAN HAG
            Hola.

    Everyone erects themselves from searching positions. Cactus spins
    from the tarp. Selina pokes her eyes out. Ever grinning, the
    Mexican Hag plainly reveals herself to the astonished masters of
    the universe.

                    CACTUS
            Oh, Senorita, this may not be the
            biggest mistake of your life, but it
            is your last.

                    MEXICAN HAG
            Hola.

    Cactus makes a cocksure step. With panther quickness, the old
    woman lowers herself and swings out with her legs, tripping up
    Cactus.  With samurai skill, she crunches Mammoth's knees, deftly
    eludes a diving Adonis, and twists and elbow in Spooky's face.

    Captain God statuesquely mounts the steps to watch his team being
    outflanked by the little lady. He raises up his Power Glove and
    fires his finger.

                    CAPTAIN GOD
            Adios.

    Hit by a very powerful bullet, the Mexican Hag slams back against
    the upper-level railing, crumpling in a heap. Selina shudders,
    biting down a horrified squeal.

                    CAPTAIN GOD
            Well, you don't see that everyday.
            Somebody tell me what's the deal with
            Frida Kahlo here?

                    SPOOKY
            Just a homeless woman. Wrong place.

                    CACTUS
                (laughing)
            Right time. That was kind of fun. She
            had spunk.

                    CAPTAIN GOD
            Why am I still troubled...

    The melodic chiming noise fills the air. Everyone sighs.

                    CAPTAIN GOD
            Who's got the keys to the Van?

    The superheroes charge down the stairs. A shattered Selina crawls
    from the tarp. Tearing up, she eases up to the Hag, whose face is
    bathed in a beatific light.

                    SELINA
            Oh no, no, you hideous,
            hideous..beautiful woman. I can't
            stand another mystery in my life, I
            really can't. You led me into the
            hole, didn't you?  You wanted all this
            to happen..Why?

    A noise. Selina shudders--to the sight of the black cat creeping
    from the rubble. Selina clings her up and sorrowfully pets her.
    The cat gently slips out of her grasp to curl next to the key
    around the Hag's neck. Selina stares.

    EXT.   THE KYLE BACKYARD

    Shining by the moon, the key seems to bob disembodied across the
    night, until Selina emerges from the darkness, wearing it around
    her neck. She is holding the cat in an almost zombie walk through
    her mother's backyard toward the Hut.

    INT.  THE HUT--NIGHT

    Selina flaps into the Hut of typical mystical Hag decor: Chipped
    crystals, smoking roots, scribbled curses, all illuminated by
    disturbing candles. Selina drifts by it all toward an ancient
    wondrous chest and its sparkling-by-candlelight keyhole.

    Selina shoves the sweat-covered key over her neck and into the
    hole. Click. Selina lets go of the cat, who clumps into a
    comfortable witness position. Selina opens the chest. Inside is
    the Catwoman outfit. Its mask. Its whip. Selina falls to her
    knees.

    EXT.   SNOWY PATCH OF GOTHAM CITY--NIGHT

    Again, the viewer glides across the snow of Gotham City, joining
    the Old Mexican Hag as she tiptoes toward the wailing cat--only
    the cat is not a cat anymore. Selina in the Catwoman outfit is
    writhing on the white ground, bloodied and bruised.

    INT.  THE HUT--NIGHT

    Clenching the outfit out of the chest, Selina crashes to her side
    in the dirt with body-racking cackles that veer into cat
    screeches.  Selina cuts off, her eyes dead-open.

    EXT.   THE SNOWY PATCH OF GOTHAM CITY--NIGHT

    On the moonlit white, Catwoman has calmed into a graceful
    slumber.  Legs approach. They belong to Selina Kyle. Her own
    Prince Charming, Selina kneels and twists to give Catwoman a
    soulful kiss.  Catwoman's eyes open. Wild winds begin to blow the
    Gotham snow.

    EXT.   OUTSIDE THE HUT--NIGHT

    Wild winds swirl around the hut in Oasisburg. Selina emerges in
    the historic Catwoman ensemble, pulling the mask on. The viewer's
    viewpoint swirls upward...

    INT.  SELINA'S BEDROOM--NIGHT

    The sexy, lazy tempest knocks open the window of Selina's
    childhood bedroom, jostling everything out of its precious order.
    The army of ballerina figurines splatter everywhere. Mom flusters
    into the room to batten down. She looks out the window and gets a
    quick glimpse of a strange figure slitting into the night. Mom's
    reaction is hard to gauge.

    EXT.   ABOVE OASISBURG--NIGHT

    The viewer does an awesome, city-wide Zeus POV plunge into
    glamorous Oasisburg. The lit-up billboard emblazoning "Be Happy"
    nastily collapses out of the pretty picture.

    EXT.   THE ROOFTOP OF THE BILLBOARD--NIGHT

    Heaving a sledgehammer to a rest upon her shoulders, Catwoman
    rises up before the Moon. Her eyes dart over to another building
    topped off with a billboard imploring "RELAX." She scowls.

    EXT.   MAIN STREET PROMENADE

    FAMILIES and COUPLES pretending to be in love, all dressed in
    we're-having-fun clothing, promenade the Disney/CityWalkesque
    main street. Before they can break out in song, the RELAX
    billboard comes crashing down between them all sending everyone
    shrieking.

    The Jewelry-Loving Bad Mother is trying to Instamatic the
    precious necklace. Her henpecked Daughter points to the rubble.

                    DAUGHTER
            Mom, did you see that?

                    BAD MOTHER
            I told you not to interrupt me...

    Again, the Bad Mother spins to slap her daughter. A black
    leathered hand with sharp homemade fingernails intercepts the
    gesture.

                    CATWOMAN
            Mothers shouldn't hit their
            daughters...Alas, we are not related.

    Catwoman angrily paw-pushes the Bad Mother's face, sending the
    woman down on her behind. Setting off an alarm, Catwoman punches
    the jewelry store glass and rips out the adored necklace. She
    flings it up into a massive electric bug-catcher that causes a
    sizzling explosion that anguishes the Mother and delights the
    Daughter.

    Alarm blaring away, Catwoman prances forward. The Starbuckian
    Crowd squeamishly backs away, but is too mesmerized to run. A
    COCKY FRATERNITY GUY in an "Oasisburg U.--where Education Comes
    Third" T-shirt presses to the front of the crowd.

                    COCKY FRATERNITY GUY
            Hello--You people idiots?  It's a
            woman, folks. I don't care what she's
            wearing, I'm...

    Catwoman casually launches her arm, uncoiling her whip with a
    lightning snap. It seemingly perfectly stings into the Cocky
    Guy's mouth. He holds his face in blistering pain.

                    CATWOMAN
            Catwoman got your tongue?

                    COCKY FRATERNITY GUY
            (An incomprehensible mouth-damaged
            moan).

                    CATWOMAN
            That's okay. It was a rhetorical
            question.

    The Fraternity Boy charges forward. Catwoman calmly rolls over
    his bearing-down back. She sweetly backkicks his face sending the
    young man ramming into the store alarm, crunching it into
    grateful silence. Catwoman happily sighs, fingering into her mock-
    ears. The dumbfounded tourists fumble up their camera equipment
    and explosively fire.

                    CATWOMAN
            Please, please, no flash photography.

    A PLANET-HOLLYWOODY DOORMAN IN A GOLD BOMBER JACKET breaks toward
    a big red-button, labeled the CULT OF GOOD, set up on the corner
    like a mailbox.. He is right about to reach it when the whip
    wraps around his ankles. Catwoman tugs him into a thud.  Then
    saunters to the button herself with a Cheshire smile.

                    CATWOMAN
            Come out and play..

    Catwoman whams the red button. The melodic alarm fills the air...

    INT./EXT.  SUPERHERO VAN ON NORTH MAIN STREET

    The Cult of Good Van blitzes toward the viewer, a periscope
    popping from its top.

    The superheroes are crammed together in the 70's shag-carpeted
    interior of the Van. Cactus mans the periscope.

                    ADONIS
            I thought we were going to take it
            easy until the Mission...

                    CACTUS
            This looks promising...

    The Infra-Red Periscope view shows the crunched "RELAX"
    billboard.

    EXT.   MAIN STREET PROMENADE

    The Van screeches into a half-doughnut stop. The superheroes
    casually pop out like clocking-in factory workers. Their calm is
    wounded by the sight of a line of tourists and citizens crouching
    in silence on the sidewalk.

                    SPOOKY
            Leave the Van running..This shouldn't
            take long...

                    ADONIS
            Hello, Oasisburg!
                (noticing fear of crowd)
            What's everybody's problem...

                    CAPTAIN GOD
            Apparently...That.

    Enchantingly curled in the middle of the street, Catwoman is in
    adorable slumber mode. Not waking, she bats a fly from her face.

                    SPOOKY
            What's the catch?

                    CACTUS
            Ooh, I've read about this philly.
            She's the one who gave that wimp
            Batman all those migraines up in
            Gotham...

                    MAMMOTH
                (childlike)
            Kitty...

                    CAPTAIN GOD
            Back Mammoth. I want someone to harm
            her, not cuddle her...

                    CACTUS
            I don't know, Boss, you saw what the
            big guy did to the last kitty we gave
            him.

                    CAPTAIN GOD
            How could I forget. Mammoth--go pet
            the kitty.

    Mammoth approaches the nestled Catwoman. And stomps down on her.
    Her stomach recoils back just enough to make a miss. Confused and
    enraged, Mammoth stomps again. Catwoman does a quick roll that
    ends with her resting against her elbow as if watching TV on the
    carpet.  She awakens with a yawn.

    Mammoth rushes for a kick. As if pulled by a Puppeteer, Catwoman
    uncoils into a standing rest against a lamppost. Mammoth rotates
    for another rhino charge. Instead, Catwoman bolts toward him.

    She ballets up to a tiptoe rest upon his belt buckle. Then swings
    around with her other leg. Mammoth is thwacked into a stumble
    back.  He lets off a Stoogesque whinny of frustration as Catwoman
    completely unwinds back into her original dozing position.

                    CACTUS
            Stand off, Curly. Learn from the
            master.

    Affixing a whirring drill bit to his mechanical arm, Cactus
    strolls forward. In a surprising flash, he comes down hard with
    the drill.  Catwoman's stomach flies back an absurdly far
    distance back. Cactus comes down again.

    Catwoman does a full leg spread to make a miss. She then scissors
    her legs around the drill, snapping it off.

    She somersaults up, weaving from Cactus's determined punches.
    Catwoman then savagely Rockettes up her leg. With immense self-
    satisfaction, Cactus snares it by the ankle.

                    CACTUS
            Nice leg, baby.

                    CATWOMAN
            Thanks. I have two.

    Using her held leg as leverage, Catwoman completely spins the
    other half of her body into the air cracking Cactus's skull with
    her free leg. She lands on her feet. Cactus lands in a heap.

    The earlier-glimpsed Young Boy in the crowd glumly lowers his
    beeping Toy.

                    THE YOUNG BOY
            This isn't like the Gameboy..

                    CATWOMAN
            Learn to read, you annoying little
            brat!

    Catwoman strips the toy from the traumatized boy and flings it
    into a more-emotionally-than-physically hurt Mammoth's face.
    Catwoman laughs, not noticing Captain God making a stealth move
    to her side. She darts a look to him as he raises his literally
    trigger finger.  A beat.

    He fires at her head and her head snaps back. With a sultry grin,
    Catwoman reels in. And spits out the bullet. She confidently
    opens up her mouth again. Captain God pulls out a machine gun
    from around his back. Catwoman's face drops, her mouth comically
    remaining open. Drawbridging back up, Catwoman dives behind some
    trashcans as Captain God fires the machine gun.

    With his jet-pack, Adonis swooshes down behind a rising-up-behind-
    a-lamppost Catwoman.

                    ADONIS
            I wish I didn't have to hurt you so
            soon.  What's pain without love...

                    CATWOMAN
            Oh Boy Wonderful, I know you don't
            have superhuman powers in traditional
            crime-fighting, but I can tell by
            looking at you--that in other areas--
            you're super-duper-M-A-N. Oh,
            I'm in heat..

    Mock-smitten, Catwoman melts her body into his. An unbuckling
    noise. Adonis closes his eyes in pleasure. Catwoman's claw flicks
    on a switch on the power-pack. The machine whooshes dis-embodied
    into the air. Adonis opens his eyes to wail at his departing
    goody.

                    ADONIS
            Woman, those things are expensive!

                    CATWOMAN
            Shut up, Bitch.

    Catwoman viciously knees Adonis in the groin, doubling him over.
    She turns to the comfortably approaching Spooky.

                    CATWOMAN
            I know that was a cliche, but as
            cliches go, a good one. Don't worry,
            I'm not forgetting you.

    Catwoman launches a full-fledged kick into Spooky's privates.
    Spooky yawns.

                    CATWOMAN
                (using name as adjective)
            Spooky.

                    SPOOKY
                (to white box)
            Spear.

    Spooky's spear extends out and the androgynous superhero gives it
    a sweeping swipe. Catwoman completely bends back onto her hands
    forming a human arch. Spooky stabs down the spear, Catwoman
    lunges up and uses the weapon as a pole vault to flip over
    Spooky's head.

    Catwoman clings up a brick and girlishly bounds toward the
    superhero merchandising store. Adonis yelps.

                    ADONIS
            Captain God, she's going for the
            Superhero Superstore!

    As he did before, Captain God presses up a remote. Laser beams
    shoot out from the sentinel lions, not at the oncoming intruder,
    but veering wildly off, past the Heroes' ducking heads. The beams
    buzz smack-dab into the phallic statue of the Cult of Good,
    erupting it in a Bobbit-tian blast.

    The crowd loses it. Squealing their lungs out, they disperse in
    all directions. In deranged anger, the Do-Gooders turn from their
    leveled totem of worship back to Catwoman, who stands in a cutesy
    Boopesque pose, index finger against her chin.

                    CATWOMAN
            You see, I kind of re-configured the
            laser trajectories--Oh, I don't know
            all those big words like you guys
            do...See ya.

    With a giggle, Catwoman tosses the brick over her head. It bangs
    through the passenger window of the Heroes' idling Van. The brick
    bounces off the front seat onto the gas pedal. The Van roars
    forward, right through the doors of the merchandising store in a
    brisk, everything-shattering crash.

    The Heroes roar in agony. Catwoman twists next to a comparatively
    stoic Captain God, purring into his ear.

                    CATWOMAN
            You're not a super-hero. You're not
            even a hero. You're a scary, sick,
            fake who made a big mistake. You
            killed someone very special to me..

                    CAPTAIN GOD
            And...your point?

    Captain God does a savage elbow into Catwoman's stomach. He
    swings around his hand, but Catwoman does a two-clawed catch. She
    unlatches his Power Glove, exposing his fleshy hand. She harshly,
    but not unattractively bites into it causing God to do a not
    unamusing scream through his voice-box. Catwoman cackles into a
    smooth cartwheel right into an open manhole.

    Mammoth bounds after her, but gets stuck with an ugly roar.

                    ADONIS
            Oh Man, not the sewer, I just had
            this cape cleaned...

                    CAPTAIN GOD
            It's okay. Let her go.

                    CACTUS
            Let her go?  Our store..our pride..she
            castrated our monument!

    Captain God is very calmly rubbing his injured hand with his
    uninjured one, then sticking the bloody fingers into the mouth of
    his helmet to lick them.

                    SPOOKY
            You like them, don't you, Boss.

                    CAPTAIN GOD
            Oh, I like her. I like her a lot. I
            want to save this one for later.
            Something that tasty you don't eat
            all at once. Go back to your alter-
            egos, we'll regroup in the morning.

    The superheroes drift off in different directions, tensions
    boiling high. Spooky notices the black cat warming itself by the
    fire of the merchandising store. Spooky can't help but smile.

    INT./EXT.  SPOOKY'S PLACE

    Spooky leaps down a fire escape, then rustles behind the red cape
    to pull out a rabbitfoot keychain. Spooky enters an apartment and
    flicks on a light. Staying outside, the viewer backs away from
    the lit window to see Spooky taking off the superhero uniform.

    The chest-plated top comes off, revealing a sheet tied around
    Spooky's torso--the international symbol of a woman strapping
    down her breasts to pose as a man. Spooky boils some water and
    pulls out some Kraft macaroni and cheese. As Spooky starts to
    take off the sheet, the viewer's viewpoint pulls out to Catwoman
    watching from a fire escape across the way.

                    CATWOMAN
            I had a feeling...Spooky is a lady.

    INT./EXT.  THE HUT

    The Catwoman outfit flutters back down into the chest. In
    pajamas, Selina looks meditatively into an old cracked mirror,
    stroking the black cat on her lap.

                    SELINA
            This can't be my life...this can't
            be..
                (dazed laugh)
            I can't believe it--I'm Catwoman. Me.
            So weird...

    The viewer's viewpoint pulls out from the poignantly unsure
    Selina through a makeshift "window" opening on the hut. It is
    revealed Captain God is watching her.

                    CAPTAIN GOD
            I had a feeling...Catwoman is that
            arousing woman from Frank's Fun
            Palace.  Wow.

    INT.  THE MAYOR'S OFFICE--THE NEXT DAY

    The Mayor of Oasisburg is grimly pacing before his staff and the
    uncomfortably seated superheroes. Mammoth is scarfing a breakfast
    buffet. In a STOP THE VIOLENCE T-shirt, Adonis is gently vined
    around a trembling-with-joy female Staffer.

                    ADONIS
            After you've been with a super-hero,
            you can never go back..

                    MAYOR
                (cutting into view)
            Have you heard of nowhere?  Well, we're
            in the middle of it.  Attracting
            people to come here is everything
            we're about.  Tourism is 98 percent
            of Oasisburg's revenue..

    Mammoth raises his hand.

                    MAYOR
            And don't ask me what's the other
            two..

    Mammoth lowers his hand.

                    MAYOR
            All it takes is one unpleasant thing
            to send people fleeing up to Tahoe
            and down to Cuba. Last night, the
            Helipad was jammed with people
            clawing to get out of here. I don't
            want to take anything away from you
            men. The Cult of Good has been great.
            You've made crime-fighting a
            spectator sport and I can't thank you
            enough.
                (losing it)
            But will you please destroy Catwoman!
            I beg you, make her die in agony!  A
            couple serial killers I can handle,
            but have a woman running around in a
            sexy but dangerous cat-suit--It gets
            under your skin and you can't get it
            out!  Men question their manhood and
            women I-don't-know what...

                    CAPTAIN GOD
            Mayor. The animal will be put to
            sleep.  Tonight.

    INT.  THE KYLE KITCHEN

    Selina breezes into the kitchen and casually tosses the miniscule
    muffin laid out for her into her mouth. Her Mom looks up from a
    newspaper headline: CATWOMAN CLAWS OASISBURG.

                    MOM
            Where were you last night?  I didn't
            hear you come in.

                    SELINA
            It's because I didn't come in. I live
            in the Hut, now. I meant to tell
            you..See ya.

    Selina runs off, smiling to the newspaper headline. With
    surprising mountain lion swiftness, Mom rockets around and
    poaches Selina by the arm. Both Daughter and Mother are unnerved
    by the move.

                    MOM
            Just because you're starting to get
            your memory back--it doesn't mean you
            know everything. Be careful...

    Mom lets go. Rubbing her arm, Selina backs out of the kitchen.

    INT.  A RADIO STATION--DAY

    An obnoxiously stern-as-in-Howard D.J., OINK JACKSON, is growling
    in the flesh, next to a big Mike and a coffee mug reading WOMEN--
    CAN'T LIVE WITH THEM, CAN SHOOT THEM. Delicately seated across
    from him in headphones is author/feminist Dr. Penelope Snuggle.

                    DJ PIG
            "Throwing Women Out of a Moving
            Vehicle When They Make You Angry"--
            I'm Oink Jackson and that's been this
            morning's topic; thanks for your
            calls. I admit "Slowing down" is a
            valid point. That said, I have a
            very special guest in the studio--
            one of the country's foremost post-
            feminists, Dr. Penelope Snuggle,
            author of--talk about timing--The
            Catwoman Complex. Penny, what is up
            with this chick?  I gotta say, a bath
            with my tongue and she'd be
            domesticated like that.

                    PENELOPE
                (smiling deference)
            You're probably right, Oink. You
            know, I almost feel sorry for the
            nutcase.  Catwoman is just the
            ultimate example of every--I'm making
            quotations with my fingers--
            "powerful" woman: a raging psycho who
            can't admit she needs an H-U-G.
                (twinge of jealousy)
            Don't even get me started on her
            exploitatively tight male magnet
            uniform with the strategically placed
            flesh-patch rips..

                    DJ OINK
            Don't get me started either, I'll
            lose my license...

    DJ Oink presses a button that causes a BOING noise. Penelope
    delightedly blushes.

                    PENELOPE
            Oh Oink, you're ba-ad..

    EXT.  CART ON MAIN STREET

    A radio crackles...

                    DJ OINK (RADIO)
            What symptoms should a man looks for
            to make sure his woman isn't
            empowering up behind his back...

                    PENELOPE (RADIO)
            Well if you refer to the chart on
            page 31, you'll see...

    A shoe kicks the radio into silence. The foot belongs to an out-
    of-conformist-visor-into-groovy-sunglasses Selina. Didi drives.

                    DIDI
            What did you do that for?

                    SELINA
            My sanity.

    Selina grins out to a bunch visored Tourists hastening off
    clutching hastily packed suitcases, beneath an Oasisburg Times
    poster promo-in "Catwoman--Who?What?When?Where?How?" with a
    fuzzy photo.

    Selina catches sight of the frazzling-forward-with-suitcase Bad
    Mother and her Daughter, who as she did before makes eye contact
    with Selina. She smiles and winks. Selina is a little freaked--
    "How does she..."--but manages to smile, too.

    INT.  THE FUN PALACE

    Selina and Didi come in from the hot and take a violent slapstick
    hit back from the air conditioning. They stagger forward. Frank
    approaches, licking lips.

                    FRANK
            There you are, Selina. I've been
            thinking..I have some.."positions"
            opening up..

                    SELINA
            Stop.

                    FRANK
            Oh, what?  I offer you a job in implied
            exchange for physical favors and
            suddenly it's "sexual harassment..."

                    SELINA
            Can I be frank, Frank?  Your entire
            existence is sexual harassment. I
            accept there's not much you can do
            about it.

    The women workers of the Fun Palace drift toward the bubbling
    volcano.

                    FRANK
            Hey, you're anti-male.

                    SELINA
            Oh Frank, I'm not anti-male, I'm anti-
            you. Believe me, there's a
            difference.  Kelly is designing new
            uniforms for next week. Pay her and
            thank her. And is it a rule that the
            hottest places on the planet have the
            coldest air conditioning.  There's
            something out there called 73
            degrees, look into it.

                    FRANK
            What if I were to say "You're Fired?"

                    SELINA
            What if I were to say "Your Wife"--
            as in does she know of your touching
            mentor-student relationship with the
            post-Bicentennial babe working the
            roulette wheel?

                    FRANK
                (a beat)
            Kelly, get to work on those new
            uniforms.  I'm not running a summer
            camp here..

    Didi, Kelly, and the other workers look to Selina in impressed
    awe.  Frank blusters off. Selina removes her shades. The Doberman
    Kincaid suddenly lunges into frame, insanely baring its teeth.
    Selina springs away as Brock Leviathan tugs back with a leash.

                    BROCK
            Strange--you seemed so close. I
            wonder what's happened since
            yesterday..

                    SELINA
            I wonder..

    A DIGNIFIED BRITISH BUTLER, JEFF, intervenes, taking control of
    the hound.

                    BUTLER JEFF
            Oh, do let me handle this, sir..

                    BROCK
            Why thank you, Jeff.

    A slightly flustered Selina and Brock walk off together through
    the vivid casino thoroughfare.

                    BROCK
            What's the matter...

                    SELINA
            Nothing, just a jolt of deja-vu. I
            think I went out with a guy with a
            dignified British butler--can't
            remember how it turned out..

                    BROCK
            I'll bet the butler's name wasn't
            "Jeff."

                    SELINA
                (laughing)
            You're probably right.

                    BROCK
            I was wondering, if you're not doing
            anything tonight...Would you like to
            go to dinner?
            I know; a tame suggestion considering
            the wide variety of miniature golf
            possibilities available to the
            Oasisburg citizen--but nevertheless,
            would you?

    Selina and the viewer scan to one of Brock's hands. It has a
    bandage on it.

    FLASHBACK FROM LAST NIGHT

    In eerie-erotic slow motion, Selina/Catwoman flashback bites into
    Captain God's exposed hand.

    BACK TO THE FUN PALACE

    Blown away, Selina snaps back to live-action, bumping into a
    GAMBLING WOMAN, knocking away her martini. With amazing (ly
    suspicious) rexlexes, Brock snares the glass in air with his
    bandaged hand and hands it to the impressed Gambler.

                    SELINA
            How heroic of you...

                    BROCK
                (to bandage)
            Kincaid got a little frisky last
            night...So, meet here at eight and go
            from there?  By the way, I'm Brock
            Leviathan.

                    SELINA
            But of course you are. Dinner at
            Eight.  Wouldn't miss it.

                    BROCK
            There's a nice cafe down the
            street...unless you're afraid of this
            Catwoman prowling around. We can
            always dine at the mansion, if..

                    SELINA
            I'm not afraid. Are you?

    Brock charmingly shakes his head, then waves off to a dazed and
    confused Selina with his bandaged hand. He pulls out his gold
    card and goes off into the Gentleman's Club. Simmering at the
    goodbye scene, Esmeralda stomps up to Selina, opening her mouth
    to drone.

                    ESMERALDA
            I liked you better when you were a
            mumbling catatonic. You might be able
            to push around Frank, but..

    Selina plucks off Esmeralda's whistle, puts it on the bar, bangs
    it to pieces with her shoe, then lei-s what's left over
    Esmeralda's neck.

    INT./EXT.  BREAK-TIME DOORWAY

    Crashed out in the patch of perfect temperature of the forced
    open doorway, the working women take their lunch break. Only
    Selina actually eats.

                    WORKING WOMAN
            Do you have to chew so loudly?

                    KELLY
            Don't get angry at Selina for our
            food-free diet...

                    DIDI
                (staring off)
            She's got some nerve--that Catwoman..

                    WORKING WOMAN
            Oh, I know, if I have to see one more
            news report on that show-off..Anybody
            can do what she does-- it's just who
            wants to, am I right?  Swiping jewelry,
            beating up fraternity guys..show-off.

                    SELINA
            I don't know. I find her rebellious
            spirit rather refreshing..

                    KELLY
            She-she-she just thinks she's so
            great, sashaying down the promenade,
            snapping her little whip...

                    DIDI
                (a beat)
            I always wanted to do that though.
            Walk down that plastic street and
            just bop anybody on the nose who gave
            me guff.

                    WOMAN WORKER
            Sure was fun to see the Almighty Cult
            of Good get a good ego blow.  Those
            guys are starting to get on my
            nerves...

                    KELLY
            Yeah, they're like the popular kids
            in high school with different
            costumes. Face it, we're so jealous
            of Catwoman, it's disgusting..

    Selina widely grins--until the shriek of Esmeralda's glistening
    new whistle.

                    ESMERALDA
            Move it...And Kyle, you're on tan
            patrol...

    Everyone shudders.

    EXT.   POOLSIDE--DAY

    Poolside, Selina shuffles down a Fredricoesque line of sunbaking
    Tourists splayed on lounge chairs. With industrial-size tanning
    lotion, Selina unpleasantly goes from person-to-person oiling
    them up. She finishes an INSUFFERABLE WOMAN ONE before moving on
    to INSUFFERABLE WOMAN TWO.

                    INSUFFERABLE ONE
            She's a disgusting, filthy beast--
            and probably a feminist.

                    INSUFFERABLE TWO
            Where does Catwoman get the right to
            call herself half-a-woman?

    Selina lifts up a chilled Diet Coke and pauses it over
    Insufferable Two's back contemplating a pressing action.

                    LANE
            Don't do it. She's not worth it.

    The shadow of the amiable Lewis Lane shadows Selina. Wearying up
    a smile, she continues down the line of Ozoned epidermis as they
    speak.

                    SELINA
            I don't know what came over me.

                    LANE
            What is it with women and Catwoman?
            Men have the courtesy to punish the
            weak, but women love punishing the
            strong. Don't get me wrong--this
            Catwoman is a terrifying, subversive
            menace to everything this community
            stands for and she must be stopped.
            It's just, I like her a lot.

                    SELINA
            Yeah, she's okay.

                    LANE
            Most articles focus on the first half
            of her name--describing some feline
            monster.  I want the woman of
            Catwoman. After all, if it was a man
            dressed as a cat, the story would be
            on page 23--just another loony. Oh, I
            want this one. I want her bad..

    AT A NEARBY OUTDOOR BAR

    Kelly and other Women Workers watch the flirting duo while
    pouring Sangrias. The glasses overflow and overflow but the
    Female Tourists don't notice, because they're also staring with
    heat-seeking stares.

    LANE

    shakes out of his reverie.

                    LANE
            Sorry, I get carried away. Once I
            become interested in someone, I can't
            stop trying to figure them
            out...Amnesia victims are
            challenging..

                    SELINA
            I actually got some memory back last
            night.

                    LANE
            How much?

                    SELINA
                (don't want to talk about it)
            Enough.

                    LANE
            Oh now this one is mine...

    Selina chuckles as they come to A SWEATY BEACHED OBESE MAN
    completely concealing his chaise. Selina hands Lane the cocoa
    butter and stops laughing. His hand has a sizable bandage on it.

    The viewer is given a speeded-up version of the cat-bites-hand
    flashback. Selina jolts back to consciousness. Lane notices her
    notice his hand as he good-naturedly bastes the whale.

                    LANE
            Oh the hand--my grandfather is
            inventing a new kind of blender
            and..You know, I realize I've never
            officially introduced myself...I'm
            Lewis Lane.

                    SELINA
            But of course you are.

                    LANE
            I was wondering, if you're not doing
            anything tonight...

                    SELINA
            I am. Dinner with Brock Leviathan...

                    LANE
            Ah!  Ah!--God no, don't tell me you're
            one of those women who are attracted
            to ruggedly handsome and brilliant
            architects..

    Selina chuckles until Frank steps up to her.

                    FRANK
            There you are, you ingrateful
            little..If you think I'm letting you
            get away with your little one-woman
            show...

                    LANE
                (rising up behind him)
            Now Frank, I know you're not hassling
            your most beloved employee.  And to
            think I was going to do a piece on
            the mystery promotion you're holding
            tomorrow night..am I being subtle
            enough, Frank?

                    FRANK
            Oh, Mr. Lane, Kyle and I--we like to
            razz each other once in a while. You
            know how it is. All in good fun. Let
            me tell you about tomorrow's
            event..It's going to be amazing.

    Frank and Lane walk off together. Lane turns to wave with his
    bandaged hand. Selina wobbles with even more anxiety. Esmeralda's
    whistle blows before she can rest her body on a chair.

    INT.  BAR AREA OF MAIN CASINO

    The viewer's viewpoint moves down a bar snippeting from various
    conversations of the bundled up tourists.

                    BANK PREZ TALKING TO BIMBO
            ..catch her in a big, bear trap and
            leave her out there for the whole
            city to see and learn from..

                    PROPER WOMAN TO HUSBAND
            ..the mere thought of her is spoiling
            our whole trip..

                    FEMALE EXEC TO SAME
            Call me crazy, but if Catwoman walked
            into that boardroom, we'd get the
            damn day-care center...

    Selina is revealed to be at the end of the bar. She picks up a
    plate of drinks, then puts them down, tingling in contemplation.
    Didi sets down some empties.

                    DIDI
            Selina, are you okay?

                    SELINA
                (quiet momentum)
            It's just..They tell you, really
            early on, that women are just women.
            But then you hear things. Mother
            lifts up a car to save her child.
            One woman who won't shut up exposes
            the corruption of an entire
            government. You think, wow, those
            extraordinary other women. But what
            happens when you find out the
            extraordinary isn't extraordinary.
            The extraordinary is actually
            ordinary-- what happens when you find
            out it's you.  All along it was you..

                    DIDI
                (lost in space)
            I can't believe you're going out with
            Brock Leviathan--Hey, who let that
            cat in here?

    The oh-so-familiar black cat is in the middle of an exquisitely
    royal stroll across the casino carpet. A grotesque FEMALE CAT
    HATER sours her face down at the passing pussy and gives it a
    kick into the air.

                    FEMALE CAT HATER
            Oh, how awful--a cat.

    Unfazed, the black cat lands on its feet by a staircase. It
    scampers up.

    INT.  FLOOR OF HOTEL ROOMS--DAY

    Clambering up to a Fun Palace hotel floor, the Black Cat goes by
    an open door. The Painfully Demanding Tourist Woman seethes over
    Kelly, who is on her knees on a white carpet.

                    PAINFULLY DEMANDING TOURIST
            Oh, the incompetence of you people--
            you're not looking close enough.
            Closer!  It's a spot and it's
            unacceptable!  When I come to
            Oasisburg, I demand..

    The cat continues past a closed door that Frank stands outside of
    talking to a Male Staffer.

                    FRANK
            Animal's been in there for a month.
            Tomorrow, I'll just call the
            police...

    The viewer's viewpoint goes through the door.

    INT.  DARK HOTEL ROOM

    A GARGANTUAN, VERY DEPRESSED WOMAN is crashed on a bed covered by
    a forest of discarded food wrappers. She zombies to two TVs
    simultaneously. She changes channels until both show footage of
    Catwoman.

    EXT.  ALLEY OUTSIDE THE FUN PALACE

    Sauntering through the Palace's sliding backdoors, the Black Cat
    moves down the alley, past the familiar hole. The viewer bobs
    down inside...

    INT.  THE HIDEOUT OF THE CULT OF GOOD

    The superheroes take their positions around the circular table.
    They begin beating their drums--until Cactus angrily tosses his
    away.

                    CACTUS
            God-damn..

                    CAPTAIN GOD
            What did you say?

                    CACTUS
            Sorry man, I didn't mean that
            personally...

                    CAPTAIN GOD
            I know how you feel, humiliated in
            the hands of a woman. I'd rather eat
            my soul on a paper plate...

                    ADONIS
            Yeah-sure, whatever you say, Captain---
            but I say we leave this Catwoman a-
            lone.  As far as I'm concerned, she
            can have Oasisburg as a litter box.
            We're out of here tomorrow night
            anyway...Who needs the aggravation?

                    MAMMOTH
                (own world)
            Yesterday, I found a rock.

                    SPOOKY
            Not now, Mammoth. Adonis is right.
            We've had a good run here--the
            protection kickbacks from the crime
            syndicates, the merchandising scams--
            Tomorrow night we have a big,
            violent, complicated and lucrative
            mission to pull off. We chould be
            resting up.

                    CACTUS
            Resting Up?  Sorry Spooky, I've got to
            go with God on this one. I hate to
            think we're just in this for the
            money.  Garfield's girlfriend crossed
            a line last night and she's got to
            get spayed. We're going out of
            Oasisburg on a win.

                    CAPTAIN GOD
            O loyal and lethal Warriors of true
            fierce force and MIGHT. Let us taste
            blood of feline and female on this
            sweet NIGHT.

    The heroes pick up their drums and begin beating them. The
    viewer's viewpoint rises...

    EXT. MAIN STREET

    The cat is caught up to, skittering down Main Street beneath a
    disgraceful poster of a too-well-endowed Nurse in an
    advertisement for Breast Implants ("Buy Two get One free"). The
    cat then dips beneath a golf cart outside a garage.

    TWO MECHANICS are pretending to look under the hood of the cart,
    bursting with suppressed laughter. They are obviously bamboozling
    a painfully suspicious FEMALE DRIVER.

                    MECHANIC
            Oh, oh, this is bad. It looks like
            you're going to need a new, a new...
            "Goalpost" switch. Yeah, a "Goalpost"
            switch.

                    FEMALE DRIVER
            A what?  How much is...

    The cat keeps trotting. A SWEET GEN-X WOMAN bursts from a
    restaurant in tears. Her GRUNGIE NOW-EX-BOYFRIEND follows out to
    "comfort."

                    GRUNGIE EX-BOYFRIEND
            Trust me, babe. It's for the best. I
            know you better than you do and you
            deserve someone better than me..

                    SWEET WOMAN
            But just yesterday, you even talked
            about getting married...

                    YUPPIE EX-BOYFRIEND
            Hi, Tricia.

    A YUPPIE EX-BOYFRIEND parks his pretentious luxury golf-cart and
    gives it an alarm squeak. The mere sight of him causes the Sweet
    Gen-X woman to whimper off into the street where she is almost
    hit by a newspaper truck promoting Catwoman.

                    YUPPIE EX-BOYFRIEND
            Just dumped her?  She takes it hard,
            doesn't she?

                    GRUNGIE EX-BOYFRIEND
            Sure does. Wow, what a coincidence--
            Two guys of different social
            backgrounds having gone out with the
            same chick.

                    YUPPIE EX-BOYFRIEND
            Hey, how many times did you "date"
            her, before you cut her loose?

                    GRUNGIE EX-BOYFRIEND
            Eight.

                    YUPPIE EX-BOYFRIEND
            Eight!  Me, too!  Let me buy you a
            beer...

    The cat hops up onto a steel girder that gets pulled up into the
    air by a construction crane. The girder and the airborne kitty
    pass a window in which a VERY NERVOUS WOMAN is watching
    television.

    INT.  THE APARTMENT OF THE VERY NERVOUS WOMAN

    She is watching Catwoman coverage. Her phone rings. With a gulp,
    she picks up.

                    STALKER'S VOICE
            It's me. What are you thinking about?
            Your breathing sounds so nice...

    INT.  APARTMENT ACROSS THE WAY

    The STALKER himself is revealed to be watching through a
    telescope from across the way. Photographs of the Nervous Woman
    are pinned all over his wall.

                    STALKER
            Is it just me or does the restraining
            order make everything so much more
            exciting...

    EXT. OUTSIDE THE BUILDING

    The girder comes to a landing before a school. The cat hops
    off...

    INT.  CLASSROOM

    The black cat moseys across a classroom window sill. Inside,
    THREE BRIGHT FEMALE STUDENTS have their hands raised. The MALE
    TEACHER gives them a dismissive glance.

                    MALE TEACHER
            Anybody else?  For pete's sake, what is
            it with you girls and chemistry?  Must
            remind you of cooking up recipes--
            That's it, isn't it?

    The Three Bright Female Students lower their hands, sadly
    annoyed.

    EXT.   OUTSIDE THE SCHOOL--DAY

    The cat sprints away from the school and into the back of a pick-
    up golf cart where a vaguely WORKING CLASS COUPLE pulld away from
    a stop-light. The Working-Class Husband is hauling a nice-but-not-
    too-nice dress from a shopping bag.

                    WORKING CLASS HUSBAND
            This is a joke, right?

                    WORKING CLASS WIFE
            Now honey, it was on sale and I used
            my savings...

                    WORKING CLASS HUSBAND
            Yeah, your savings out of my
            earnings!  What's wrong with the
            sweatpants I bought you?  For a big
            woman you got a small brain, Fetch!

    The Working Class husband flings the dress into the middle of the
    road. The WC Wife (in sweatpants) bounds from the cart to
    retrieve it. He revs away, leaving her stranded.

    The black cat ambles up behind her, tugging the dress with its
    mouth. The Wife ruefully smiles, takes the dress, and pets the
    cat.  The cat turns and sashays off the road....toward the very
    familiar Hut.

    INT.  HUT--DUSK

    Using a grinding stone, Selina is buzzing her pristine ballerina
    figurines, one by one, into very strange and sharp knick-knacks
    of unknown purpose. She has a long sheet bibbed around her neck.
    The entering black cat nestles herself by her lotus-positioned
    caretaker.

                    SELINA
            See anything interesting out
            there...If they only knew...

    MONTAGE OF CLOSE-UPS IN LIMBO

    Different closets open in the same vivid motion. Sewing machines
    wildly rumble across a bizarre array of fabric. Various cats
    cower at the frenetic off-screen behavior of their owners.
    Kitchen drawers are ripped open to reveal shiny, would-be
    weaponry. The tops of clothes hangers are contorted to make claw-
    glove fingernails. An army of eyes open in intense mascara.

                    SELINA (V.O.)
            If they only knew it takes as much
            energy not do something as it does to
            do somethin--so if it takes the same
            amount of energy, why not do
            something..why not, even if it's just
            for a night, why not get a little
            wicked...All that energy used to put
            up walls could be used to bring a
            couple down.

    EXT.  OUTSIDE THE HUT--DUSK

    The working hands blend to Selina's banging in an outrageously
    cool motor into the Mexican Hag's once rickety scooter. It has
    been remodulated into a slick, black beauty of raw power. Selina
    gives it a buff with her bib, smiling down to her approving cat.

                    SELINA
            Nice, huh?  I've strived to be someone
            who doesn't talk to their cat, but
            you're the only who understands. So.
            I've met a fascinating, charming
            successful man. And I've met a man
            who pretends to be all these things,
            but who, deep down, is really one of
            the great sadistic psychopaths of our
            time. If I only knew which one was
            which. I hate dating.

    Selina takes off the sheet bib. She is dressed to the tens.

    INT. SELINA'S BEDROOM--DUSK

    A claw draws shut a curtain over the sight of the departing-for-
    date Selina.

    EXT.   OUTDOOR CAFE--NIGHT

    Selina and Brock share a breezy chuckle at a perfect outdoor
    cafe.

                    SELINA
            You designed Gotham Plaza?  The big
            silver guys pulling on those big
            silver things...

                    BROCK
            What did you think?

                    SELINA
            Oh, it's superb--I mean if you like
            that fascist nightmare kind of
            thing...

                    BROCK
            Hey, hey, the client comes first. You
            think I want my future children to
            know their Daddy created Frank's Fun
            Palace?

                    SELINA
            I checked out your stuff at the
            library.  Awesome work, really. Why
            would someone like you want to go out
            with a...with a..what exactly am I,
            again?

                    BROCK
            You're very special. Selina, I'm not
            a very good liar. I feel very
            strongly about you...forgive me use
            of architecture metaphors, but I
            instantly know a good foundation when
            I see one..

    The winds suddenly kick up in sexy, scary Santa-Ana-style. Brock
    snaps a billowing away napkin with his bandaged hand.

                    BROCK
            I despise these kind of winds. Sorry,
            I guess I'm a little on edge. Seems
            this Catwoman has everyone, men and
            women, on edge. Don't you feel
            Catwoman says something about the
            duality of all men and women...

                    SELINA
                (big speech)
            Stop. We are not having a "duality"
            conversation. "Ooh, he has a secret
            side.  Ooh, she has a dark side."
            Please.  Duality is a joke. You get
            one, do you understand me?  You get one
            life. One shot. I'm so tired of women
            saying "I have an inner strength" or
            "Deep down, I'm really ambitious."
            "One day I'll design my own line of
            clothing and write children's
            stories, if I can only remember to
            return the videos I rented last
            night." If you are something, then
            you better be out there doing
            something.  You need to be the same
            bold thing in the day that you are at
            night--with maybe a slight clothing
            change. There is no gray area. The
            truth is not somewhere in between.
            There are two sides to every
            personality, all right--the
            reality...and the lie. We are not
            having a "duality" conversation.

                    BROCK
                (a beat)
            So, did you see "Seinfeld" last week?
            That Kramer-guy really makes me
            laugh.

    Selina and Brock break into a tension breaking chuckle.

                    SELINA
            I'm sorry I went off like that, I get
            passionate. I--I guess I'm a
            passionate person. One of those
            things I had forgotten.
                (pointedly)
            When you were a little boy did you
            want to grow up to be a superhero?

                    BROCK
            What little boy doesn't...
                (staring off)
            My God...it's, it's...Catwoman.

                    SELINA
                (not looking up from eating)
            No it's not.

    A crashing noise is heard. Selina turns. A DEATH ROCK CHIC
    CATWOMAN WHO IS NOT CATWOMAN (the earlier seen Female Driver) is
    driving her golf-cart back and forth through the shattering glass
    doors of the rip-off garage. Selina floats up in a daze.

    As she steps out into the street along with a concerned Brock,
    more Catwomen seep out. Of every shape, size, and color--High
    fashion, low fashion, no fashion. Some even have tails.

    A literally PERSIAN CATWOMAN (with a veil), some ROLLER DERBY
    CATWOMEN, and a CATWOMAN IN A WHEELCHAIR descend upon the Breast
    Implant poster and scratch it to shreds with their homemade
    claws.

    A LONG, LONG BRAID OF BLACK-MANED CATWOMAN is using her hair as a
    whip, swinging and stinging a circle of GANG MEMBERS. Curling
    backwards from a black background, TWIN OVERWEIGHT CATWOMEN de-
    camouflage to tear and shred the visors of a tourist family.
    Selina then hears and sees a COPYCATWOMAN cracking a whip. She
    loses it.

                    SELINA
            A whip?  Now that's going too far!  Some
            of these women have no shame!

                    BROCK
            What's the matter?  What are you
            saying?

                    SELINA
            Well, it's just that I would think
            that the woman who is the real, non-
            imitation Catwoman would be pretty
            angry at some little amateur minx
            stealing the whole whip idea. Really
            angry.

    Selina cuts off as she notices, poking out of an alley across the
    street, a seriously observing LEWIS LANE IN A TRENCHCOAT.  Brock
    reaches over and slams down the red button of the CULT OF GOOD
    Call-box. The melodic alarm suddenly comes on.

                    BROCK
            This is insane. Let the heroes handle
            it.  I'd better get you home...I
            should check on my warehouse to make
            sure it hasn't been hit...

                    SELINA
                (suspicious)
            Your warehouse?  Go on ahead--to your
            "warehouse." I'll be okay...

                    BROCK
            Are you sure?

                    SELINA
            I'm sure.

    Brock charges off. Selina narrows her eyes. She turns to see
    Lewis Lane spinning into the darkness of the alley to dash off.
    Selina narrows her eyes.

                    SELINA
            Which one of you is going to go get
            your helmet?

    Selina bounds away, passing the Working Class Wife who has made a
    Catwoman outfit out of her discarded dress. She faces a SIMILAR
    CATWOMAN.

                    WORKING CLASS WIFE ONE
            Don't tell me, you bought a simple,
            inexpensive dress and your husband
            flipped out...

                    WORKING CLASS WIFE TWO
            You too; I'll beat up your husband if
            you beat up mine...

    The women shake hands.

    INT.  SPLIT SCREEN OF TWO WORKING HOMES

    In a split screen, the two working class husbands open their
    respective doors. A high-heeled leg greets them with a Rockette
    slam that sends both men on each side of the screen collapsing
    violently back into a Lazy=boy.

                    BOTH WORKING CLASS WOMEN
            Your wife works hard. She deserves
            something nice once in a while!  This
            didn't have to happen!

    INT.  BEAUTY CONTEST

    A smarmy Beauty Contest Host leans to an insufferably cute
    Contestant.

                    BEAUTY CONTEST HOST
            While our remaining Contestant waits
            in the Soundproof booth, let me ask
            you Tiffany, "If you could re-paint
            the world, what color would you
            choose?"

                    CONTESTANT ONE
                (doing sign language)
            I would sell the paint and use it to
            buy bread for the children of..

    With screams from the off-screen audience, an ELDERLY CATWOMAN, A
    PREGNANT CATWOMAN, AN ALL-RED REDHEAD CATWOMAN and of all people,
    ESMERALDA IN A DR. SEUSS CAT-IN-A-HAT CATWOMAN ensemble rip down
    a MISS OASISBURG banner then proceed to pummel and hair-tear all
    the contestants and the yucky host.

    CONTESTANT TWO nervously vibrates in the sound-proof booth,
    crossing her fingers, her back obliviously turned to the
    pandemonium outside. Contestant One gets slammed against the
    glass causing Two to turn around. Wearing a stolen tiara,
    Esmeralda-Catwoman snarls against the glass. Contestant Two
    instantly faints.

    INT. A DULL HOME

    The WORLD'S DULLEST AMERICAN GOTHIC COUPLE are expressionlessly
    watching the Beauty Contest Catwoman riot, behind TV trays. The
    Dull Wife slowly stands and exits the frame.

    INT.  THE HOTEL ROOM OF THE GARGANTUAN WOMAN

    The Gargantuan Depressed Woman heroically remotes off her TVs.
    With all her might, she maneuvers a leg out of the bed with an
    apocalyptic Thud.

    EXT.   OUTSIDE THE HUT

    Catwoman races from the Hut, fully dressed. She triumphantly
    vaults upon her groovy motorcycle and vrooms it to life...or not.
    The motorcycle coughs to a wheezing halt. Crushed, Catwoman
    slumps off, then twists around in a furious-beyond-belief feline
    whine.

    INT.  POLICE STATION--NIGHT

    THE CHIEF OF POLICE is being dragged into the worst night of his
    life. He shouts into a big Dispatch microphone.

                    POLICE CHIEF
            I need all units to the Town Square,
            the conniving Catwoman has been seen
            terrorizing tourists by...
                (getting memo)
            Correction!: Catwoman has proceeded
            to the docks...I need all units to
            once and for all..
                (getting memo)
            Correction!  I think we got her now,
            boys-- I have a new sighting of the
            ferocious feline at...wait a
            minute...

    Extending his transmitter as far as he can, the Chief stretches
    out to a window. Outside, Catwomen run wild in the streets.

                    POLICE DISPATCHER
            Uh--Correction...God help us all.
            Captain God.

    EXT./INT.  THE VAN

    The Van rumbles out from an alley. The superhero crew are angry
    and determined.

                    CAPTAIN GOD
            Have we reached the epi-center?

                    ADONIS
            Ayy!  Some cat's blocking the
            periscope.  Somebody, give it a
            swat...

    THE INFRA-RED VIEW FROM THE PERISCOPE

    shows a cute close-up of the content Black Cat.

    EXT.   MAIN STREET--OUTSIDE THE VAN--NIGHT

    Cactus bangs out of the van and hops up to shout at the cat.

                    CACTUS
            Beat it cat, or I'm going to...

    Cactus makes a deadpan turn from reaching for the feline atop the
    Van. His jaw drops as do the jaws of his exiting teammates.
    Craning up from the Van, the viewer sees what they see. More then
    ever, the street has been completely taken over by marauding
    Catwomen of every kind, destroying storefronts with a delighted
    lack of purpose.

    A squealing trio of Helmeted Police officers run away--right into
    the wall that is the Gargantuan Depressed Woman, wearing a
    storeroom of black leather. The Cops collapse on impact. The Cult
    of Good calmly surveys the scene.

                    MAMMOTH
            Mammoth feel queasy.

                    ADONIS
            I had no idea it was this bad. The
            entire city has cat scratch fever.
            Such disregard for our codes of
            justice...

                    CAPTAIN GOD
            Have you ever given a cat a bath?  It's
            not very pleasant.
                (with a dark laugh)
            For them.

    INT.  THE STALKER'S APARTMENT--NIGHT

    In his strategically dark apartment, the Stalker licks his lips
    and dials the phone.

                    THE STALKER
            Hi, it's me. What are you wearing?

    A feline-screech on the other line makes him wince. He looks
    through his telescope. The Nervous Woman, now a Very Unnervous
    Catwoman, is waving from across the street, baying into a
    cordless phone.

    THREE SETS OF GLOWING EYES move closer behind the
    hyperventilating Stalker before emerging as attacking Catwomen.
    The Stalker screams.  A NUN CATWOMAN in bright red lipstick takes
    the telescope off its perch...

    INT.  AN ABUSIVE HOUSEHOLD

    An ABUSIVE HUSBAND is pushing the head down of a hunched over,
    seen-in-the-first-scene Sad Woman.

                    ABUSIVE HUSBAND
            Pick it up!  I said pick it up!  Pick!  It!

    Esmeralda-Catwoman in her new beauty contest tiara is hooking a
    huge hook onto the back of the Abusive Husband's belt. She raises
    a walkie-talkie.

                    ESMERALDA CATWOMAN
            Up!

    ON A BUILDING ACROSS THE WAY

    A line of Catwomen tug a street-crossing Rope with all their
    might.

    INT.  THE ABUSIVE HOUSEHOLD

    The Abusive Husband is ripped up in air, through a shattering
    window, and into dark oblivion.

                    SAD WOMAN
            Please--I don't want you to hurt him.

                    ESMERALDA CATWOMAN
            Who cares?

    INT.  THE POLICE STATION--NIGHT

    A jello of frayed, defeated nerves, the Police Chief groans.

                    POLICE CHIEF
            Wait a second, where did they find
            the telescope?  Ouch!
                (another line)
            Sighting of how many?  No, no, not the
            Fun Palace!

    INT.  HOTEL ROOM

    The Painfully Demanding Tourist Woman lays twitching and totally
    traumatized in a pool of raw sewage that has been discharged all
    over the formerly-pristine white carpet. Culprits Didi, in Tabby
    Tweed gear, and African-American Kelly, in all-white leather,
    prance from the room down the staircase.

    INT.  THE CASINO AREA

    Catwomen have spectacularly taken over the casino, completely
    trashing the place, delightedly laying siege on the fur-coated
    women and the terrified Tourist men.

    All the men of the casino break into a dead heat toward the
    Gentleman's Club, frantically searching for and ripping out their
    gold card-keys. Most of them manage to scramble inside-- except
    notably Frank, who drops his card. Didi-tabby, Kelly-Kat, and
    others, descend on him just outside the door. Didi ominously
    pulls out the scissors.

    INT.  THE GENTLEMAN'S CLUB

    Frank's moans can be heard along with scratching noises against
    the door. An extremely UNRELAXED LEGION OF MEN press quivering
    flesh, crammed together in the moody, tacky Gentleman's Club. The
    Mayor, in his pajamas, trembles amid them all.

                    THE MAYOR
            Oasis...Oasis...It's supposed to be
            an Oasis--not a place where women
            dress up like pets and suddenly have
            an absurd proficiency in the martial
            arts.

    EXT.   MAIN STREET

    Pumping from the Van, holding a massive hose, Mammoth fires an
    elongated ocean into the Catwomen. Like all cats, the ferocious
    pounding of water drives them into shrieking insanity.

                    CAPTAIN GOD
            Works for me.

                    ADONIS
            I don't know about you, guys, but I'm
            getting a little buzz off this.

                    CACTUS
            Yeah, this is better than rape.

                    SPOOKY
                (wincing)
            Cactus, sometimes you don't deserve
            to wear our logo.

                    CACTUS
            Touchy. Look everybody, it's Casper,
            the friendly crimefighter...

    INT.  THE CASINO AREA

    The Female Cat Hater sees our favorite black cat prancing across
    the carpet. She cringes her eyes shut and rears back for a kick.

                    FEMALE CAT HATER
            Oh, how I hate...

    She kicks forward and opens her eyes. The Catwoman is lying in
    the cat's place, effortlessly pawing the Cat Hater's foot.

                    FEMALE CAT HATER
            You wouldn't hit a woman?

    Catwoman flips the Cat Hater over the bar with a crash. Catwoman
    then springs up into a standing position. A TEAM OF SECURITY MEN
    IN BLAZERS race forward reaching for their guns. Catwoman
    fiercely flings her shaved and sharpened ballerina figurines.
    They pierce into the guards' hands causing them to dump their
    weapons and fall to their knees.

    Catwoman glowers ahead to the sight and sound of the Copycatwoman
    cracking her whip in the distance. Catwoman bounds forward into
    the air--she uses the shoulders of the wailing, kneeling Security
    Men as stepping stones.

    The Copycatwoman swings back her whip, about to crack it.
    Selina's whip wraps around hers and she gets yanked back, her
    spine slamming into the real Catwoman's chest.

                    CATWOMAN
            Every woman can be a Catwoman. But
            the whip thing is mine. Got it?

                    COPYCATWOMAN
            I don't see why everyone can't just..

    Catwoman cuts her off with a cat-shriek that sends Copycatwoman
    running away whimpering. Real Catwoman smiles down to the sight
    of a nervously shaking Frank tied into a stretched position in
    four directions across a craps table. A round hole in his shirt
    has been scissored out. His hairy, pot-belly hangs out like a
    popped but unwiped pimple.

    Catwoman then comes to the sight of the Sweet Gen-X girl who was
    dumped on the street. She has catted herself up in a shredded
    wedding dress. She is holding a pipe over a large pleading,
    kneeling construction worker's head.

                    CONSTRUCTION WORKER
            Come on, just because I whistled at
            some girl, I have to be savagely
            beaten?  It's not my fault, I was never
            taught to adequately appreciate
            women..

                    CATBRIDE
            Okay, I'll just hit you once.

                    CONSTRUCTION WORKER
            Thank you.

    Catbride clangs him to the ground. A FRIGHTENED ACCOUNTANT tries
    to crawl past. Catbride is ready to bonk him when Catwoman
    intervenes.

                    CATWOMAN
            Take it easy, tiger.

                    CATBRIDE
            I've been dumped by two supposedly
            serious boyfriends in the last month!
            Don't tell me to take it easy..

                    CATWOMAN
            Hey, hey, there are bigger problems
            for women that the stupidity and
            cruelty of men.

                    CATBRIDE
            Name two.

    Catbride springs forward tackling a FLEEING MAN three times her
    size and begins tearing at him. Laughing, Catwoman hauls her off.

    Suddenly, two sets of POLICE OFFICERS (one set led by the Chief)
    converge from opposite directions, pulling out their guns. In one
    spectacular move, Catwoman simultaneously swings back her arms
    and cracks both her whips into the opposing lead cops, stinging
    them to the ground. Everybody else retreats in terror.

    Didi-Tabby, Kelly-Kat, and all other Catwomen wobble forth in
    awe, to lay at the feet of the master. Since our Catwoman is the
    only one who makes an effort to speak in a slightly different
    voice, she is unnoticed as Selina.

                    KELLY
            It's Catwoman!

                    CATWOMAN
            Yes. "The one and only."

                    DIDI-TABBY
            How are we doing?  Did we do okay?  What
            do we do now?

                    CATWOMAN
            It seems you've all had a heck of an
            evening, but you probably should quit
            while you're ahead. It's getting late
            and it's probably safer if everyone
            just goes home and...

    Catwoman turns to a portable radio on the ground.

                    DJ OINK (RADIO)
            You got Oink Jackson on WPIG and I
            never thought I'd say this, but I've
            found a group of people more annoying
            and worthless than women-- Catwomen!

                    CATWOMAN
            On second thought, who's up for a
            nightcap?

    INT.  THE RADIO STATION--NIGHT

    DJ Pig stands and sneers into a big Mike.

                    DJ PIG
            The whole city is in a panic over
            those chicks and I say Puh-leeze!  You
            wanna see a hundred angry and twisted
            women, talk to my ex-wives.  As for
            the whining, pathetic X-chromosomes
            catting around tonight-- fill in the
            missing letter P..M--- Oh, we have a
            caller...

                    CATWOMAN'S VOICE
            Oh Oink, I've finally found a man
            with the courage to tell the truth
            about women...

    EXT.  SOUTH MAIN STREET

    Catwoman is comically leaned in a phone booth, other Catwomen
    tightly surrounding the glass.

                    CATWOMAN
            I'd really love to discuss the
            subject further--what's your
            address...

    EXT.   NORTH MAIN STREET

    The Water is squeezed off. In a brutal follow-up march down the
    street, the Superheroes hoist up incredibly cool tranquilizer
    guns and fire away with remarkable Inhumane Society skill at the
    soaked, frazzled felines.

    The familiar faces get blasted from liberated euphoria to instant
    falling coma--the hair-as-a-whip Cat, the Twin Overweight
    Catwomen, the Persian, the Wheelchaired Catwoman, along with some
    new ones: A HOMELESS TOMCATWOMAN. A HAIRLESS CATWOMAN.

    A CAT-TATOO-COVERED MARDI-GRAS BIKINIED CATWOMAN, A MIDGET
    CATWOMAN, A DRESS-FOR-SUCCESSED CATWOMAN.

                    MAMMOTH
            A hunting we will go, a hunting we
            will go...

                    ADONIS
            Ah, Cats. Now and Forever.

                    CACTUS
                (Elmer Fudd)
            Be verwy, verwy, quiet; I'm hunting
            Catwomen.

                    SPOOKY
            Cactus, watch out for that Siamese
            behind you...

    Cactus turns to SIAMESE TWIN CATWOMEN behind him, tucked into the
    same Siamese fur-resembling outfit. He fires a dart between them,
    sending them both crumbling.

    Last but Most, Adonis fires a dart at the thudding forward
    Gargantuan Catwoman. She keeps thudding forward. The rest of the
    superheroes fire their weapons. She keeps thudding...then
    savagely timbers to the ground. The Cult of Good sigh in relief.

                    CAPTAIN GOD
            The Tranquilizer Tranquility will
            hold for about an hour..where is she?
            These women are out here on a lark--
            Ladies Night at a discotheque.  It's
            not in their blood the way it is for
            Catwoman...Where is she?

                    SPOOKY
            I hate it when you get like this.
            This Catwoman is becoming an
            obsession. I say we call it a night.
            Tomorrow is a big day for us...

                    CAPTAIN GOD
            What's the matter with you, Spooky,
            my most trusted comrade?  We are
            warriors!  These are the challenges we
            live for!

                    CACTUS
            Oh mon Capitaine, you might want to
            come over here...

    Cactus stands by a golf cart with its radio blaring.

                    DJ OINK (RADIO)
            Oh you hot tease, what kind of
            surprise do you have for me?

                    CATWOMAN (RADIO)
            Now if I told you, it wouldn't be
            a...

                    DJ OINK (RADIO)
            Don't say anymore, babe. Just bring
            it on, bring it on...

                    CAPTAIN GOD
            I recognize that purr
            anywhere...Let's do some good.

    EXT.   AN OASISBURG ROOFTOP

    The familiar Catwomen from the casino plow from a rooftop door.
    On the rooftop across from them towers a neon antennae blazing
    WPIG.  Commandeered by Catwoman, the Catwomen extend out a wide
    wooden plank to connect up the two buildings. Catwoman catches
    sight of the earlier-seen High School Girls adorably dressed as
    matching kitties. Catwoman gets stern.

                    CATWOMAN
            Wait, wait, you three. You're not
            cats, you're kittens, go home.

                    HIGH-SCHOOL GIRL KITTENS
            No way, all we did was soap our
            sexist science teacher's car. We're
            still hungry...

    Giggling, the kittens scamper across the wooden plank. Just then,
    Adonis whooshes up between the two buildings in his jet-pack,
    cradling DJ Oink in his arms.

                    DJ OINK
            So long, suckers...

                    THE KITTENS

            Catwoman!

    Just as the Catwomen angrily process the sight of the fleeing
    D.J., they look out across to the opposite roof. Mammoth has
    emerged and is slamming a pick-axe down at the High School
    Kittens, who are all futilely rolling across the rooftop trying
    not to get impaled.

                    MAMMOTH
            Kitties...Kitties...

                    CATWOMAN
            Come on, Catwomen...!

    Catwoman turns to see the rest of the crew wagging away in fear
    through the rooftop door. Catwoman sighs.

    EXT.   RADIO STATION ROOFTOP

    Mammoth has one of the kittens cornered. He comes down hard with
    his pick-axe. Catwoman whip-wraps the pick-axe and tears it away.
    She then hurls another squadron of her sharp ballerina figurines.
    They stick harmlessly into Mammoth's boosted-up shield. She whips
    lifelessly against the shield as Mammoth fe-fi-fo-fums forward.

    The women go into a football-style huddle. They break with a
    simultaneous hand-clap. They all charge Mammoth at once,
    pounding, leaping, tearing onto him, despite his shield. He tips,
    tips back.  Over the edge. He grips up with one hand. His shield
    falls.

    EXT.   THE STREET BELOW--NIGHT

    The earlier-seen Grungie Ex-Boyfriend and Yuppie Ex-Boyfriend
    accidentally run into a face-to-face recognition.

                    BOTH MEN
            Hey, you're the guy who...

    The ex-boyfriends simultaneously look up and get plastered by the
    falling invisible shield, crushing them below frame. The Catbride
    strolls up and smiles down to her crumpled Ex-es.

                    CATBRIDE
            Wow, what a coincidence--two guys of
            different social backgrounds getting
            nailed into the ground by the same
            piece of multi-strength plexiglass.

    EXT.   THE ROOFTOP--NIGHT

    Mammoth hangs by his fingertips, looking up with baby eyes. All
    the girls melt.

                    MAMMOTH
            Mammoth no want to die. Help Mammoth
            please.

                    HIGH SCHOOL KITTEN
            Oh...Poor little guy...

                    CATWOMAN
            Ah, my adorable kittens. Word of
            advice.  When choosing between you
            and the person who wants to hurt you.
            Choose you!  Kill Baldy!

    After a millisecond of contemplation, with baby cougar rage, the
    girls all wildly stomp on Mammoth's hand. He drops with a howl.

    EXT.   STREET LEVEL

    Moaning Mammoth crashes down atop the yuppie's BMW golf cart,
    demolishing it to dust, but setting off its annoying cart alarm.

    EXT.   THE ROOFTOP

    Catwoman lowers the Kittens onto a fire escape.

                    CATWOMAN
            Scoot...

                    HIGH SCHOOL KITTEN
            Thank you, Catwoman. Sorry for not
            listening to you before..

                    CATWOMAN
                (mock-unsentimental)
            Go on, get out of here...

                    CAPTAIN GOD
            So sweet. Protecting your litter. You
            can't tell, but I'm smiling.

    Captain God pleasantly traipses across the roof toward Selina. No
    Hurry. As they speak, they curiously circle each other, before
    relaxing into a closer and closer standing position at the edge
    of the roof, like honeymooners by the rail of a cruise ship.

                    CAPTAIN GOD
            Hasn't anyone ever taught you that
            fighting violence with violence
            solves nothing.

                    CATWOMAN
            It's a lot more fun than fighting
            violence with pamphlets. That
            voicebox of yours is a hoot. Say "I'm
            wearing no underwear"--it'll be
            funny..
                (getting serious)
            You do know you're evil, don't you?

                    CAPTAIN GOD
            A superhero's job is to protect
            society.  Don't blame me if society
            is a horrible, corrupt joke.

                    CATWOMAN
                (imitating him)
            "A superhero's job is to protect.."
            Sorry, I can't take you seriously...I
            overheard you say that tomorrow the
            Cult of Good will be dead--I should
            be so lucky--what did that mean?

                    CAPTAIN GOD
            My, those little ears pick up a lot.
            The Cult of Good will die heroically
            preventing a world-class heist. Since
            we will be the ones performing the
            heist, our deaths will obviously be
            fake. But have no fear. There will be
            many other deaths tomorrow...and
            those will be quite real. I'm afraid
            these questions of yours put you in a
            position not unlike a long-tailed
            tabby in room full of rocking chairs.

                    CATWOMAN
            Oh please, sir, one more. Are you the
            reporter or the architect?

                    CAPTAIN GOD
            Yes. I am the reporter or the
            architect.
                (regarding outfit)
            You've been through so much..It looks
            like you've used up all nine of your
            lives...

                    CATWOMAN
            I still have one left...

                    CAPTAIN GOD
            You think so?...Selina?

                    CATWOMAN
            You've seen me...

    Captain God suddenly savagely slams his power glove around
    Catwoman's throat in a completely incapacitating strangle. In her
    death throes, Catwoman's disoriented POV has the Captain's Helmet
    do a fantasy dissolve to reveal Brock Leviathan, wearing the rest
    of the uniform, seething in his own voice.

                    BROCK AS CAPTAIN GOD
            The world has demanded that men get
            in touch with their feelings. That we
            look deep inside ourselves. Well, we
            have!  And you're not going to like
            what we have found!  You expected us to
            soften. To become more human. The New
            Male. The New Male is like the metric
            system. It will never happen here!

    Catwoman's POV does a wobble and suddenly it's a helmetless Lewis
    Lane, who is strangling and snarling.

                    LEWIS LANE AS CAPTAIN GOD
            You tried to weaken us. Sap our
            energy.  And it almost worked. Men
            realize more than ever we have to go
            for the win.  Whatever you said we
            were too much of, we have to become
            more of. Violent.  Domineering.
            Uncaring. We're taking back lost
            ground!

    EXT.   THE ROOFTOP ACROSS THE WAY

    A SPECTACULARLY, FLAMBOYANTLY DONE UP CATWOMAN, which the savvy
    viewer will be able to discern as Selina's Mom, is slinking
    across the roof across the way with a grand bow and arrow. She
    raises it up.

    EXT.   THE ROOFTOP--NIGHT

    Back to complete reality, mystery man Captain God "kisses" the
    temple of the life-drained Catwoman, still taunting through his
    voicebox.

                    CAPTAIN GOD
            The great thing is that even as I
            kill you, you find me more attractive
            than ever. You like the danger, the
            power, the mystery of my cruelty...

    A bolt arrow slams through the power glove with a nasty spark.
    Staggering back, Captain God unleashes Catwoman's throat in
    (amusing-through-the-voice-box) outraged agony. Gasping, Catwoman,
    heels God in the knee, crippling him, then does a 360 spin kick
    into his bonging neck. She dashes to the edge of the roof to see
    Spectacular Catwoman zipping away.

                    CATWOMAN
            Ma?

    Captain God aches upward. Catwoman runs over him like carpet and
    pounds to the fire escape. God rasps into his wrist.

                    CAPTAIN GOD
            She's coming down.

    Captain God re-collapses.

    EXT.   MAIN STREET

    In his hearty jet-pack, Adonis streams over the tranquil street
    strewn with the tranquilized Catwomen. He smiles over his evening
    accomplishments. His POV passes Catwoman standing placidly in an
    alley. He reverse-floats back. She is waving.

                    ADONIS
            Here, kitty, kitty..

    Adonis thunders forward full-throttle right at a completely
    unmoving Catwoman in the narrow alley. The viewer gets his
    rocketing POV--until the POV suddenly stops in mid-air with an
    outrageous crashing sound. Another view reveals that Adonis has
    crashed smack dab into Mammoth's shield, which has been wedged
    into the mouth of the alley.

    Adonis crashes back onto his pack. Didi-Tabby, Kelly-Kat, the
    High School Kittens, and the Catbride emerge from hiding
    positions to congratulate. Catwoman tosses away the shield.

    Achingly smitten despite her recent empowerment, Didi-tabby sighs
    down to the sleeping Adonis. She bestows him a kiss, at first
    sheepishly, then hilsriously vigorously. Catwoman shakes her head
    in disappointment.

                    CATWOMAN
            Oh, Didi...

                    DIDI-TABBY
            Sorry. Hey, how did you know my name?

                    CACTUS
            Yee-ha!  Looks like this town ain't big
            enough for the both of us, pardner!

    Cactus takes a Dodge City pose at the end of the catwomen-
    cluttered street. He loads a missile in his cannon-arm. Didi-
    tabby scurries to a busted window sporting goods store, rips up a
    small tennis ball machine, and hurls it to Catwoman, who catches
    it with one arm, without looking. Her mega-coolness crumbles when
    she realizes what she caught.

                    CATWOMAN
            Tennis ball machine?

                    DIDI-TABBY
            I tried.

                    CATWOMAN
            A big gun would be nice.

    Didi-tabby sheepishly shrugs her shoulders. Making the best,
    Catwoman turns to Cactus. They do a traditional gunslinger walk
    toward each other down the street, holding their unorthodox
    weapons at their side. They dramatically stop.

                    CACTUS
            Last words?

                    CATWOMAN
            Hakkuna Matata. Means no worries.

                    CACTUS
            I know what Hakkuna Matata means,
            you..

    They both "draw." Catwoman Eastwoods a tennis ball perfectly into
    the mouth of Cactus's cannon with a loud thunking noise. He tries
    to bang it out.

                    CACTUS
            No, no, it's clogging...it's

    Cactus holds his machinery-arm away from himself with howling
    panic. It erupts, sending the rest of his body flying against a
    wall. Catwoman turns from the sight, to the viewer.

                    CATWOMAN
            "Dat's gotta hurt."

    Catwoman high-fives the surrounding Catwomen. Their joy is short-
    lived as Spooky, with too-fast-to-fast-to-register speed, thwacks
    everyone but the original catwoman to the ground with her trusty
    spear. It replaces itself into its small white-box holder.

                    CATWOMAN
            Hello, Spooky.

                    SPOOKY
            I don't want to hurt you, Catwoman.
            Yet.  After tomorrow, you can do
            anything you want, but please, just
            stay out of sight for the next 24
            hours. I won't stand by and watch my
            leader get all emotional over an
            animal like you. I warn you, don't
            tempt Captain God when he is angry.
            Let is complete our mission in peace.

                    CATWOMAN
            Whatever you say...Sis.

    Spooky slightly double-takes at the last syllable--then charges
    into the night. All at once, the streetful of Catwomen behind
    Catwoman rouse from their forced hibernation. They individually
    drift off in eerie silence.

    INT.  THE INCREDIBLY DULL HOME

    The Dull Wife comes back into the frame and re-sits behind her TV
    Tray, unnoticed by her dull husband. She has a bandage on her
    forehead--and a barely perceptible smile.

    EXT.   OUTSIDE THE HUT--DAY

    As if in the throes of a bad hangover, Selina rustles out from
    her Hut. She freaks up at the sight of Lewis Lane strolling from
    a parked golf cart.

                    LANE
            Good morning.

                    SELINA
            Ah!  You scared me!  How did you know to
            come here!  Have you been spying..

                    LANE
                (sneezing)
            No, of course not. You're listed. Not
            the hut, exactly, but the rest of..

                    SELINA
            Well. I'd let you come in, but the
            place is a mess...

    For comical effect, the viewer gets a view of the couple out
    through the open door of the creepy lair.

                    SELINA
            Next time, call...

                    LANE
            I thought you'd like a ride to work.
                (heavy sneezing)
            You don't own a cat, do you?

    As Lane turns toward his cart, Detective Selina mischievously
    calls out.

                    SELINA
            Hey, Captain God!

                    LANE
                (turning around)
            What did--?

                    SELINA
            You turned around!

                    LANE
            Yes, you shouted the words "Captain
            God" at me for no reason...

                    SELINA
            Oh, do you turn around every time
            somebody just shouts at you?

                    LANE
            Actually, yes.

    Selina nods, not really knowing if she just proved something,
    then knowing she didn't prove anything. Head down, she stomps to
    the cart.

    EXT.  STREETS OF OASISBURG

    Still suspicious as hell and who can blame her, Selina warily
    watches her driver as they putter a side-street. Both are in
    groovy sunglasses.

                    SELINA
            Did you try to kill...

                    LANE
            What?

                    SELINA
            Nothing. How's your hand?

                    LANE
            About the same. Thanks for
            asking...Damn blender.
                (a beat)
            Okay, I can't stand it anymore, I'm
            dying to know--Did you try on some
            whiskers last night and hit a 7-11
            along with all those other women?
            You had to have thought about it--a
            Catwoman for a night?

                    SELINA
                (under her breath)
            Like you don't know...

                    LANE
            I'm having a hard time picking up
            your signal this morning--What did
            you say?

                    SELINA
            I said I saw you last night. What
            were you doing hiding in that alley,
            running off when the superhero alarm
            sounded...

                    LANE
            I was doing my job. At the risk of
            sounding egotistical, I didn't become
            the best reporter in the world
            sitting by the phone. I was chasing
            tail all night--I was not spying,
            intentionally, on your hot and heavy
            date with "Brock Leviathan,
            architect."
                (a beat)
            I can't believe he ordered white
            wine.  You do know white wine is not
            real wine...

                    SELINA
            Hey, I thought...

    The Cart turns a corner onto Main Street and Selina cuts off.
    Like war-torn refugees fleeing their homeland, a Zhivagoesque
    parade of Tourists rumble down the street with their suitcases.
    The Painfully Demanding Tourist Woman, still covered in sewage,
    zombie-walks, tugging wheeled Gucci.

                    LANE
            I'm afraid last night was the last
            straw of our city's tourists. The
            Mayor, in his finite wisdom, is
            throwing a "Month of the Woman"
            luncheon ball for the public this
            afternoon to try and calm everyone
            down. I thought maybe you and I
            could...

                    SELINA
                (end of her rope)
            Go together?  Sure, why not?  Another
            date with someone who could be an
            insane messenger of death for all I
            know. No offense. Hey, lean over, let
            me smell your breath..Say
            in a deep voice, "A superhero's job
            is to protect..."

                    LANE
            You're scaring me, Selina.
                (a suave beat)
            Do it some more.

    Selina stares deeply into Lewis Lane's eyes, trying to get a
    reading. She breaks her stare with a surrendering laugh.

                    SELINA
            I give up. I give up.--I can't figure
            you out. Not gonna try.

                    LANE
            You can't figure me out. You're the
            strange one..

                    SELINA
            You are...

                    LANE
            Uh-huh..

    It seems as if they are going to kiss. Then Lane sneezes. Selina
    laughs as the cart chugs up to the Fun Palace.

    INT.  MAIN AREA OF THE FUN PALACE

    The regular casino tables have been completely cleared out.
    Workers (and a chamber orchestra) are setting up for a banquet-
    type event.  An entering Selina watches Lane walk over and shake
    hands with the Mayor and Frank, pulling out a notepad. A MONTH OF
    THE WOMAN banner is raised up...

                    MAYOR
                (way nervous)
            It'll work. It'll..Thanks for coming,
            Lewis. I think this little event will
            turn things around for the gals.
            Don't you?  Don't you think?  The
            Tourists will return, right?  Right?

                    LANE
            I'd probably refrain from using the
            word "gals." At least, until things
            calm down.

                    MAYOR
            Good thinking. The Cult should be
            here for this...

    Out of his pocket, the Mayor presses a portable version of the
    big red Cult of Good call-button.

    EXT.  HIGH SCHOOL FOOTBALL FIELD

    The CIVILIAN CACTUS is a brutal high-school football coach,
    bellowing down to line of PLAYERS doing push-ups. He wears a fake
    cast to cover his lack of arm. He pulls a beeping beeper from his
    windbreaker and trudges off.

    INT.  A BUNCH OF LONELY OFFICE CUBICLES

    THE CIVILIAN SPOOKY works a phone in a cramped office cubicle,
    the height of loneliness. She pulls up a beeping beeper and exits
    her space, passing by a multitude of cubicles in which OTHER
    ASIAN WOMEN are toiling away in solitude.

    INT.  THE SET OF A FASHION SHOOT

    The CIVILIAN ADONIS is a male model. Wearing barely existent
    bikini briefs, he is holding up a Zima, on an all-white studio
    set, before a snapping-away FLAMBOYANT PHOTOGRAPHER. Somehow
    pulling a beeping beeper from the back of his briefs, he races
    off the set.

    EXT.  THE COMFORTABLE DOORWAY--DAY

    Selina and the women workers are in their familiar break-time
    place, completely silent and completely at ease. They are all
    eating(!) from Chinese take-out boxes passing them back and forth
    to each other in wonderful syncopation (They all wear small
    bandages). Didi touchingly breaks the sweet tranquility.

                    DIDI
            Remember when you said you had
            amnesia, Selina?  I think I had
            amnesia, too. I had forgotten that
            I'm something more than a spazz.

    Bandage just over her eye, Esmeralda comes into the doorway.
    Everyone stiffens.

                    ESMERALDA
            The event is starting. But you know,
            no hurry, take your time. Finish
            eating...You're all doing a great
            job.

    Esmeralda floats off. The stunned women drift back into their
    bliss. Selina most blissful of all.

    INT.  THE MAIN AREA OF THE FUN PALACE

    Doing some last-minute tugs on a simple but sophisticated dress,
    Selina saunters into the polished and impressively subdued main
    casino area. Upstanding citizens mill about, chatting with that
    certain post-Earthquake-Riot-Mass Catwoman Attack unease.

    The chamber orchestra plays something ever-so-pleasant. Couples
    stiffly dance across the floor, the men a little afraid to lead.
    Adonis, however, is really working the floor. Women, both
    bandaged and unbandaged, satellite around him breathlessly
    waiting for their turn. Didi gets a giddy turn.

    Very antsy in their nice garb, most of the women are wearing some
    sly form of bandage. They are very tentative around each other,
    holding in a secret that is not a secret but must remain a
    secret.  Selina holds out a tube of cream to the bandaged Sweet
    Young Woman who was last night's Catbride.

                    SELINA
            It's very good for burns.

                    CIVILIAN CATBRIDE
            Thanks. I was cooking last night and
            you know...

                    SELINA
            I know.

    The voices of DJ Oink and a happily armless Cactus make a nails-
    against-blackboard waft to Selina's ears. She turns to them
    kicking back at the bar with the Mayor.

                    CACTUS
            Oh, and they're flopping around in
            the water, just squealing their
            little lungs out..

                    DJ OINK
            Women--the way they were meant to
            be...Next time you got to get it on
            film...

                    MAYOR
            Now boys, let's keep everything
            nice..

    Selina clenches her fist and begins a simmering trek toward Oink,
    when Brock touches out to her shoulder.

                    BROCK
            Selina, did you make it home, all
            right?  I tried calling, but your
            mother said that there was "no
            extension in the Hut." Whatever that
            means..

                    SELINA
            I got home fine. How's the
            "warehouse."

                    BROCK
            Fine. You're angry. Don't be. The
            important thing is we're together
            now..

                    SELINA
                (warming up)
            At some sanctimonious celebration of
            condescension. Nothing like appeasing
            half the population with a two hour
            luncheon.

                    BROCK
                (smiling)
            Exactly. I don't know what I'd do
            without you.

                    SELINA
            Uh Brock, today you are without me...

                    LANE
                (possesively, toward Brock)
            There you are darling...Have we met,
            Lewis Lane, Oasisburg Times.

                    BROCK
                (sparring)
            Oh, how long have you had your own
            route?

                    LANE
                (re-sparring)
            Can I just say what a classy touch
            the neon urinals are, Mr. Architect?  I
            just love risking electrocution every
            time I..

    Selina drifts from the increasingly unsubtle macho stand-off...to
    Spooky leaning alone against a pillar.

                    SELINA
            What's a powerful man like you
            standing all alone for?  Dance with me?

                    SPOOKY
            I'm sorry, Miss, one of us needs to
            keep surveillance...

                    SELINA
            Oh pooh, come now. If you turn me
            down, I just might throw a fit..you
            know how us girls can be..

    Selina takes Spooky's hand and tugs her amid the other couples.
    The supremely robust superhero is now awkwardly trembling
    klutz...but she calms as Selina's arms slide around her. As they
    speak, their meandering takes on a voluptuous rhythm.

                    SELINA
            What's it like being a superhero?  It
            must be frightfully exciting..How did
            you guys all get together?

                    SPOOKY
            We met on the Internet. The Captain
            put out a cryptic message calling for
            a new order of crimefighters. We
            don't even know each other's true
            identities...

    Brock and Lane stand together, staring a little dumbfounded at
    the perversely electrifying couple on the floor. Selina spins
    into a sultry lean-back against a masculinely receptive Spooky.
    Losing her superhero stiffness, Spooky lets herself get into the
    groove.

                    SELINA
            You seem sad, Spooky.

                    SPOOKY
            I'm not sad, no, I owe the Captain my
            life. It's just you think you want to
            help prevent crime, but you realize
            that's too complicated. It's a lot
            more fun to punish crime. Then after
            a while, you don't care what's a
            crime and what's not, what you became
            a Warrior for. You just want the
            kicks. The rush.

                    SELINA
            The kicks..the rush..you mean, like
            pulling heists..faking your own
            deaths..killing innocent
            bystanders...like Mexican angels.
                (a whisper)
            I know you're a woman. Do you?

    Spooked, Spooky stops dancing. She backs away through the crowd.
    At an elevated podium, the Mayor taps the microphone.

                    MAYOR
            If I could briefly have everyone's
            attention...This is the way it should
            be between men and women.  Nice. Just
            nice.  Women of Oasisburg, I hope
            this Month of the Woman celebration
            tells you just how wonderful we think
            you gals truly are.  Did I say
            "gals?" Women. I hope those of you
            who were.."bad" last night have got
            something out of your system. Last
            night's harm was not just to men--my
            wife, my lovely wife, was going out
            for groceries, minding her own
            business, when she was brutally
            attacked...A poor innocent victim..

    The Mayor motions to the woman sitting down beside him. It is the
    Wild-Using-Her-Hair-as-a-Whip Minx from last night, now in a
    Pilgrim dress, hair demured into pony-tails. Selina and some
    other women around her simultaneously cough out in suppressed
    laughter.

                    MAYOR
            We must thank the valiant efforts of
            the Cult of Good, who did much to
            contain the madness, especially in
            light of the deaths of other
            superhero teams over the past years
            in St. Louis and Atlanta. As we
            speak, Captain God is following up
            some important leads.

    Trying to get a bead, Selina glances to Lane sidling up to her,
    then over across to Brock. They both smile out responding eye-
    contact.

                    MAYOR
            I'm told there's quite the solar
            eclipse happening this afternoon, so
            we should probably keep things
            moving. No one has been more eloquent
            about the nightmare facing us than
            Dr. Penelope Snuggle, author of The
            Catwoman Complex.

    Frank pokes up, leaning to the Mike. He holds up a vivid, rainbow-
    colored flyer.

                    FRANK
            Before we bring Penny out, I just
            want to remind everyone that
            tonight's big mystery promotion at
            the Fun Palace has not been post-
            poned. I hope we can all come
            together as a community and have
            some, you guessed it, fun. Doctor?

                    PENELOPE
            Thank you, Franklin. I can only hope
            some lessons were learned last night.
            That female power only causes
            unhappiness and ugliness...

    Selina rolls her eyes. She flees the offensiveness at the podium
    beelining to a door marked LADIES.

    INT.  LADIES ROOM--DAY

    Selina enters into the vast, briefly-seen-earlier bathroom lounge
    area. She moves to the mirror...The Door is pushed shut behind
    her.  It is Spooky. Selina remains calm as she approaches.

                    SPOOKY
            You're the One. I thought I told you
            to stay hidden behind the couch, CAT!
            You've torn the unit apart.  You've
            driven a great leader insane...

                    SELINA
            You going to talk all day?

    Pulling out her Catwoman outfit out of her seemingly too small
    purse, Selina drifts into a stall. Spooky goes into another.

    INT.  MAIN CASINO AREA--ECLIPSE DUSK

    Penelope builds to an insufferable crescendo.

                    PENELOPE
            Let's face it, this whole "strong"
            woman thing has been done to death. A
            woman doesn't need to go through the
            pain of "finding herself," she needs
            only to be found. I say let him do
            the work..Let him have all those,
            what do you call them, "life
            experiences." Ooh, here comes the
            eclipse, don't look up.

    The viewer's viewpoint tips up to a grand skylight above.

    THE MOON

    begins to edge before the sun.

    INT.  THE LADIES ROOM--ECLIPSE DUSK

    Selina emerges from the stall in her Catwoman outfit at the same
    time Spooky emerges. Dark hair running over her shoulders, Spooky
    has taken off her hood and has unstrapped her breasts.  Without
    directly looking at each other, the women do some last-minute
    primping in the bathroom mirror. Followed by some casual
    calisthenics. Then...

                    SELINA
            Nice breasts.

                    SPOOKY
            Thanks.

    Spooky swings out her leg for a direct hit into Catwoman's head.
    Catwoman counters with an elbow to the stomach immediately
    followed by the other elbow coming around to hit Spooky's bent-
    over head.  They expertly swat, parry, and thrust.

    Sun disappearing outside the window, giving up on the admirable
    martial artwork, Selina and Spooky get primal. They claw into
    each other in a violent parody of their recent dance. They swing
    into a spine-to-spine position grappling onto each other's
    face/hair. TWO SUPERIOR SCOWLING WOMEN stroll into the lounge.

                    SCOWLING WOMAN
            Well, well, would you look at that--
            "Catwoman #1." She's not so tough.
            I'm more of a Catwoman than that
            poser could ever be..

                    SCOWLING FRIEND
            Oh, I'm so sick of you thinking
            you're better than everybody...I'm
            a better Catwoman than either one of
            you...

                    SCOWLING WOMAN
            You want a piece of me?

    The Scowling Women exchange scowls and pull Catwoman outfits from
    their purses, banging into separate stalls. The Civilian version
    of the Copycatwoman moseys in with a friend. She immediately
    bristles at the sight of Catwoman and Spooky crashing up into the
    bathroom mirror...

                    CIVILIAN COPYCATWOMAN
            That's the bitch that stole my whip!

    INT.  MAIN CASINO AREA

    Another crash is heard. Along with a couple well-placed
    screeches.  The sun coming down from the skylight begins to
    completely evaporate. By some warped radar, women rise from their
    tables and drift from the dance floor...toward the door of the
    Ladies room.

    CATWOMAN OUTFITS

    are torn from purses in quick, elliptical montage.

    THE MOON

    is halfway over the sun.

    CATWOMEN

    of all kinds burst from stalls in quick montage. Finally, TWO
    DESIGNER-DRESSED CATWOMEN emerge from side-by-side stalls in the
    exact same outfit. They look to their own ensemble and then
    over....and then angrily lunge into each other.

    INT.  FULL VIEW OF THE LOUNGE

    The vast lounge is now crammed with raging Catwomen, both
    familiar and unfamiliar. Ids hanging out, the Catwomen feed into
    each other, separating themselves into violently squabbling,
    scratching, clawing, bitch-slapping clusters.

    Catwoman and Spooky remain the battling centerpiece.

                    SPOOKY
            Can't you understand--I got tired of
            being a woman. I wanted the respect
            that only a cape, boots, chestplate,
            and a mechanical spear can bring..

                    CATWOMAN
            You're not strong. You're
            scared..scared that someone like me
            will see right through you.
            Whatever the Cult of Good was, it's
            not anymore... You don't have to
            listen to me, just listen to you..

    A Dress-for-Successed Executive Cat crosses claws with a
    HOUSE(WIFE)CAT.

                    FEMALE EXEC CAT
            You Housewives have no idea what we
            go through!

                    HOUSECAT
            You Career girls have no idea what we
            go through.

                    FEMALE EXEC CAT
            Did you just say "girls?"

    White leathered Kelly-Kat and Didi-Tabby swing before Esmeralda
    in her Tiara-ed Cat ensemble.

                    KELLY-KAT
            Well, well, look who thinks she's a
            Catwoman..

                    DIDI-TABBY
            You're one of us when it's night, but
            during the day, you're the cruelest
            exploiter of all..

                    ESMERALDA CATWOMAN
            Oh, like I'm afraid of you minimum
            wage morons..

    Openly screeching, the Fun Palace Trio tear into each other. A
    BEAUTIFUL MODEL-CATWOMAN is fending off an attack from the Twin
    Overweight Catwomen.

                    MODEL CATWOMAN
            I don't have to apologize for my
            beauty!

                    TWIN CATWOMAN #1
            We're not asking you to apologize.

                    TWIN CATWOMAN #2
            We're asking you to scream in pain!

    A REPRESSED CATWOMAN is dunking the bikini-ed Mardi-Gras Catwoman
    in the sink.

                    REPRESSED CATWOMAN
            You're a slut!

                    MARDI GRAS CATWOMAN
            So?  What's it to you?

    TWO CATWOMAN SISTERS are pounding on each other.

                    CAT-SISTER ONE
            Sis, stop it...

                    CAT-SISTER TWO
            Oh, the little princess can't take
            it!  Admit it, Mom loves you more!

                    CAT-SISTER ONE
            Who can blame her!?!

    INT.  THE MAIN CASINO AREA

    The rays of the sun drain away from the skylight. Completely
    abandoned by the female sex, the Men in the room uncomfortably
    fidget in classic "Waiting for Girlfriend to come out of the
    bathroom" mode. They mosey toward each other with amiable half-
    smiles.

                    MAYOR
            Women, huh?

    The men animatedly nod and mumble semi-audible approval. An
    AVERAGE JOE pipes up.

                    AVERAGE JOE
            Anybody see the game last night?

                    FRANK
            Oh, yeah, it was excellent!

    Revving into tribal ritual, the men release their tensions,
    magnetizing into a robust semi-circle around the Average Joe.

                    AVERAGE JOE
            Fourth Quarter. Pacers down by 14--
            no chance, right?  Wrong..

    THE MOON

    completely suffocates the sun in a perfect eclipse.

    INT.  THE LADIES ROOM

    The feline frenzy continues. The Mayor's Rapunzel-Wife is back in
    her savage state, violently whipping around her hair.  Repressed
    Catwoman and Mardi-Gras Catwoman still jostle by the sink.

                    REPRESSED CATWOMAN
            You know men only go out with you
            because of the provocative way you
            dress.

                    MARDI GRAS CATWOMAN
            At least they go out with me.

                    REPRESSED CATWOMAN
            Men go out with me!..In theory.

                    MARDI-GRAS CATWOMAN
            Cousins don't count.

                    REPRESSED CATWOMAN
            Who says?

    The Elderly Catwoman launches a kick into the young Cat-bride.

                    ELDERLY CATWOMAN
            You young people have no respect!

                    CATBRIDE
            Yeah, well--you're old!

    Catwoman and Spooky ever-so-slightly halt their fisticuffs to
    take in the havoc they have created. Then go back to battle.

                    FEMALE EXEC CAT
            I'm a good mother!

                    HOUSECAT
            You mean, "Consuela" is a good
            mother..

                    FEMALE EXEC CAT
            How did you know our nanny's name
            is...Lucky guess!

                    HOUSECAT
            What's the name of your child's best
            friend?

                    FEMALE EXEC CAT
                (a beat)
            Ask me another one--

    The Nun Catwoman is pinning the all-Red Redhead Catwoman to the
    ground.

                    RED CATWOMAN
            I'm telling you!  I'm not your
            husband's mistress!  I'm a lesbian!

                    NUN CATWOMAN
            Oh, that's just like something she'd
            say.

    The Twin Overweight Catwomen are shoving a club sandwich into the
    Model Catwoman's mouth.

                    TWIN CATWOMEN
            Eat!

    INT.  THE MAIN CASINO AREA--ECLIPSE NIGHT

    In sweating, desperate denial of the hormonal explosion a door
    away, the Men happily hang upon the enthusiastic yarn-ESPNing of
    the Average Joe.

                    AVERAGE JOE
            And then he misses both free throws.
            Coach's on the bench, freaking out,
            right?  Five minutes ago, they had this
            game won. And now..

    Penelope Snuggle, in a snit, cuts before the men.

                    PENELOPE
            This madness must end once and for
            all...

    She marches into the Lounge doors. Average Joe continues.

                    AVERAGE JOE
            Okay, so now two seconds left--
            Miller-- perfect open court steal,
            runs to three point country and..

    Penelope comes flying back out on her back, scratched and covered
    in stray bits of fur. The men are completely silenced as she
    twitches in epileptic terror.

    INT.  THE LADIES ROOM--ECLIPSE NIGHT

    Sanity to the wind, the large, now-eerily-shadowy lounge has been
    completely swallowed by the most multi-layered, full-throttle cat-
    fight in the history of cinema. The women totally communicate in
    cat-screeches, all human capabilities on hold.

    INT.  THE MAIN CASINO AREA--ECLIPSE NIGHT

    At a neglected table, Lane somberly sits himself down to the side
    of a cool Brock. Without looking to each other, the Men stare to
    the lounge door, speaking with double meanings and impossible-to-
    gauge expressions.

                    LANE
            Women, huh?

                    BROCK
            They do take their time. So..Selina
            Kyle...

                    LANE
            Selina Kyle...lovely person.

                    BROCK
            She has a real spirit.

                    LANE
            A bit on the suspicious side, don't
            you think?

                    BROCK
            She has reason to be
            suspicious..Doesn't she?

                    LANE
            I suppose she does.

    Catwoman and the unmasked Spooky suddenly come careening out,
    slamming right on the table, in a vicious mutual death lock. The
    two men watch calmly without intervention. The female pair go
    shattering out a window.

                    LANE
            I better go report this in...

                    BROCK
            Oh, you don't have to explain to me
            where you're going...

    The rest of the Catwomen tidal-wave out of the ripping-from-its-
    hinges Ladies room door, taking over the floor, in a spectacular
    ballet of violence. The Men gape.

    EXT.  OUTSIDE THE CASINO

    Sprawled on their backs in a puddle glass, Spooky gives
    Catwoman an "Enough already" backhand, knocking her unconscious.
    Spooky dashes off.

    INSIDE

    The Cat-commotion rages on. Losing it, the Men rip out their gold
    cards for another mad dash to the Gentleman's Club. The gridlock
    proves too great, so many wailing Y-chromosomes change direction
    and roar out the frenetically sliding-back-and-forth front door
    into the "night."

    THE MOON

    eases half-way out of the sun in the longest eclipse of all time.

    EXT.   TOWN SQUARE--ECLIPSE NIGHT

    Spooky pants into the darkened by lack-of-Sun Town Square.
    Captain God is waiting for her.

                    SPOOKY
            I want out of tonight's mission. I
            can't do it anymore, Captain. I can't
            let innocent people die to prove our
            superiority..I can't.

                    CAPTAIN GOD
            Just like a woman. You want out.
            You're out.

    Brutus and Cassius to Spooky's Caesar, Adonis and Cactus bound
    from the shadows to surprise attack the exhausted Spooky. They
    bash her with blunt instruments then rush back into the darkness.
    Her white compact "spear" device is knocked from her person,
    dribbling away down the street.

                    SPOOKY
            Why are you--I fought for you with
            honor.  Why should it matter if I'm a
            man or a woman, as long as I'm a good
            warrior.

                    CAPTAIN GOD
            Of course it matters!  It throws off
            everything!  "Superhero" is manhood's
            highest achievement. Manhood!  Your
            dirty little secret has diseased us
            to the core. You were my buddy, my
            comrade-- women aren't buddies, women
            aren't warriors!  You tried to turn the
            Cult of Good into some after-work
            softball team!  It's time to get thrown
            from the treehouse...

    The other Do-Gooders charge out again, but this time she
    energizes to fire her fists on the outflanked, one-armed Cactus.
    One leg firmly planted, Spooky tips the rest of her body upside
    down to slam Adonis to the ground with her back heel (a famous
    maneuver of renowned Hong Kong actress Michelle Khan--hint,
    hint).

    Coming out of that show-off move, she gets hit by Captain God,
    topped by a painful head-butt from his helmet.

    The white "spear" object continues to roll across the pavement.
    Clacking into the street, Catwoman picks it up. She looks up to
    see Spooky collapse against Captain God.

                    SPOOKY
            I loved you.

                    CAPTAIN GOD
            I know.

    Three firing sounds are heard. Spooky slumps down away from
    Captain God. He lifts his smoking finger and blows it.

                    CACTUS
            Ah, did you hear that?  Spooky loved
            you...

                    CAPTAIN GOD
            Yeah...pretty gross. Hurry, we've got
            work to do.

                    ADONIS
            Freak.

    As his partners rush off, Adonis pivots back to give Spooky a
    last kick. Turning back around, he faces Catwoman, who angrily
    slams the white device into Adonis's mouth, then leans forward in
    a seething whisper.

                    CATWOMAN
            "Spear."

    A harsh twanging sound-effect, a muffled moan, and Catwoman's
    blown away expression tells the viewer the Spear has just sprung
    open in Adonis's mouth. Moving out for a wider glimpse, Adonis
    lurches away, the spear completely bursting through both his
    cheeks (Don't worry, his back is turned to the grateful viewer).
    Catwoman rushes to Spooky.

                    CATWOMAN
            I heard what you said, Spooky. I
            can't believe he shot you...

                    SPOOKY
            Men, huh?

    From a pouch at her waist, Spooky tugs up a small, strange chunk
    of gold and presses it into Catwoman's paw.

                    SPOOKY
            For when the time comes..

                    CATWOMAN
            For when the..Uh, yeah, thanks, a
            little gold piece of...gold. Uh...

                    SPOOKY
            And I...I..want you to know our
            secrets..

    Spooky next tugs out a computer disc and puts it in Catwoman's
    baffled hand..

                    CATWOMAN
            Oh no, not a computer disc. A
            computer disc?  Oh man, come on, what
            do I look like?  I'm not a crime-
            fighter, I'm not a detective, what,
            I'm supposed to find some "clues" on
            this disc. I can't...

                    SPOOKY
            The Mission is happening
            tonight..It's up to you to...to save
            the City...

                    CATWOMAN
            "Save the City?" I don't want to save
            the city, I want to move!  Listen, I'm
            sure the computer disc is pretty
            fascinating and I can't thank you
            enough for the little weird gold
            thingie, but..

                    SPOOKY
            You know, my name's not Spooky. It's,
            it's Rachel.

                    CATWOMAN
            Hello, Rachel. I'm Selina.

    Spooky dies. Catwoman shudders. The uneclipsing Sun begins to
    blaze a perfectly lined wave of light across the Town Square.
    Catwoman springs away from it in terror. She runs out of the
    remaining darkness of the frame. The Sun rolls completely over
    Spooky's body.

    EXT.   OUTSIDE FRANK'S FUN PALACE

    In completely silent mass-exodus, back in their messily tugged-
    back-on civilian clothing, bruised on the outside and the inside,
    the ex-Catwomen of Oasisburg stagger out from the Fun Palace into
    the shining light. The Men of Oasisburg rise from cowering
    positions on the Casino grounds. Everyone wordlessly connects up
    and walks forward into the sun.

    INT.  LIBRARY--DAY

    The sun shimmers through a big glass window of a staid library.
    Casually dressed but seriously expressioned, Selina is scrunched
    in a cubicle work area in glasses. She puts the disc into a
    computer.  The black cat watches from Selina's lap.

                    SELINA
            Okay, what do ya got?  This better be
            bad.

    Words vividly flash upon the screen. MISSION ONE  CODENAME: THE
    GATEKEEPERS OF JUSTICE  LOCATION: ATLANTA.

                    SELINA
            Mission one..the Gatekeepers of
            Justice...Atlanta.
                (to Cat)
            I'm sorry, it's not like you can't
            read it yourself.

    Selina hits a button unleashing a precise stream of computer
    graphics. The viewer zooms through the schematic doors of a
    virtual Museum. The next imagery is of paintings disappearing off
    the walls. The viewer then is drawn to the graphic of a bomb in
    the mock-Museum. The virtually created Museum blows up.  Spooky's
    voice takes everyone through it.

                    SPOOKY'S VOICE
            Report attack on Museum. Steal
            artwork yourself. Blow up everything
            including you. Press C for museum
            blueprint, press D for security
            system access codes...

                    SELINA
            Okay, okay..How spooky..Let's see
            what's in the next chapter..

    More enigmatic words. MISSION #2  CODENAME: THE AWESOME POWER
    SQUAD  LOCATION: ST. LOUIS. A rush of images move over Selina's
    glasses.

                    SELINA
            Same drill with a bank..steal
            everything then blow it up. Dare I
            say the words, "I see a pattern."

    The next words are MISSION #3  CODENAME: CULT OF GOOD  LOCATION:
    OASISBURG.

                    SELINA
            I really, really, see a pattern.

    The next images are scrambled up.

                    SELINA
            No fair!  Must come on-line at the time
            of the mission, but we don't have the
            time, Miss Kitty.  Something's being
            stolen and something's being
            destroyed in Oasisburg, tonight. But
            who are the Gatekeepers of Justice?
            And "Blow yourselves Up?" I guess
            that's the whole fake death thing,
            key word being "guess"...what am I
            doing here?

    A NERDESQUE LIBRARY CLERK moseys up to the strange woman talking
    to her cat.

                    LIBRARY CLERK
            I'm sorry, ma'am, there are no pets
            allowed in the library...

                    SELINA
            But I'm blind.

                    LIBRARY CLERK
            It's seeing-eye dogs, ma'am. If I let
            the cat stay, will you go out with
            me?

                    SELINA
            What if I say I'll go out with you,
            so you can have all these great
            daydreams, but then never actually
            talk to you again?

                    LIBRARY CLERK
                (not exactly what he wanted but..)
            Okay, deal.

                    SELINA
            "I'll go out with you." Now go get me
            these old newspapers...

    INT.  ANOTHER SECTION OF THE LIBRARY--LATER

    Selina slams out a back-issue of the Atlanta Constitution across
    a wide library table. The cat hops up beside it. The newspaper
    shows the aftermath of a Museum Explosion with the obvious
    headline MUSEUM EXPLOSION--TREASURES LOST--28 DEAD--FIVE OF THEM
    SUPERHEROES. Selina para-murmurs.

                    SELINA
            "completely destroying the
            Museum...valuable artwork lost
            forever...blah, blah...since the
            superheroes had secret identities..no
            medical records to identify...more
            blah-blah..burned capes and a severed
            arm found at the scene determine..."

    Selina crashes down into a chair and turns the page to a large
    picture (captioned IN MEMORIAL--THE GATEKEEPERS OF JUSTICE) that
    shows the familiar current members of the Cult of Good, in a
    different set of uniforms, with different captioned names (like
    Mr. Big--Mammoth, Mr. Strange--Spooky, Mr. Handsome--Adonis). It
    is easy for the viewer to see the charade.

                    SELINA
            Recognize anybody, Miss Kitty?  Same
            deal with St. Louis and the Awesome
            Power Squad, no doubt...

    Selina flickers a glance to a St. Louis newspaper that shows the
    Cult of Good in yet another kind of costumage (with a notable
    leader named The Mighty Helmeted One). The headline reads THEY
    WILL BE MISSED.

                    SELINA
                (nirvana)
            These so-called superheroes are
            modern day pirates, ruthless Viking
            mercenaries who go from major city to
            major city, secretly trashing and
            pillaging away as good guys. They
            eventually get bored and end their
            excursions by grandly faking their
            own deaths while at the same time,
            pulling off a world-class heist. How
            easy is this detective stuff?  I know,
            I know, I still don't know where the
            big Oasisburg attack is going to be
            tonight, but I'm telling you...
                (deadpan halt)
            Well, would you look at that, Merry
            Christmas. There is a God. And his
            name is Brock.

    Selina looks down to a stray page of the Atlanta newspaper. It is
    a photo of Brock Leviathan, in a hardhat, cutting a ribbon for
    the opening of one of his creations. Selina growls in triumph.

                    SELINA
            Brock Leviathan--in Atlanta the same
            time as the psycho-superheroes. Two
            plus two equals--I got you. I got
            you!  Finally I know who to drop and
            who to date-- Finally...
                (deadening)
            Darn.

    Obliviously relaxing, the black cat stretches its nails to a
    picture of Lewis Lane, writer of his own Atlanta newspaper
    column.

                    SELINA
            You, too...
                (had enough)
            That's it...

    Selina rips up her whining cat and bolts from the cubicle.

    INT.  CASINO--LATE AFTERNOON

    Still in civilian clothes, Selina stands in the dealer's position
    at a card table. Brock Leviathan and Lewis Lane sit across from
    her. They calmly watch her wildly expertly shuffle a deck. She
    makes Brock cut. Then shuffles some more. She leans over and with
    one hand flutters the deck into the air.

                    LANE
            Selina, are you okay?

                    BROCK
            Yes, did you call us here for any
            particular reason?

                    SELINA
            Tonight, somewhere in the city,
            innocent people will die--but then
            one of you knows that; for one of you
            is a vicious pirate-terrorist posing
            as the beloved superhero Captain God.

                    BROCK
            What did you say?  Selina, sit down,
            the entire city is going crazy...You
            have to just calm down...

                    LANE
            Hey, architect--she's joking. Right,
            Selina?  Selina?

                    SELINA
            I'm not through. This will come as a
            shock. Again, to one of you. I am
            Catwoman. The Catwoman.

    Both men recoil with requisite dismay. Selina intensely scans
    from one to the other, unsuccessfully gauging a giveaway
    reaction.

                    SELINA
            Hmm. Not bad.

                    BROCK
            You're telling the truth. I can
            tell..How did this..

                    LANE
            Some reporter I am..all this time my
            story is right there in front..I have
            a lot of questions.

                    SELINA
            Fine, fine, at a later date, I'll be
            more than happy to talk about my
            perverse psychological complexities
            with the one who's not the creep. But
            for now, I'm drilling inside your
            brains...I bring up the whole
            Catwoman thing for one reason.  I bit
            Captain God in the hand and the next
            day you both show up equipped with
            big bandaids and wobbly excuses--
                (pointedly to Lane)
            "My grandfather is inventing a new
            kind of blender.."

                    BROCK
                (wincing a smile at Lane)
            You're kidding.

                    LANE
            But it's true!  You can call him
            yourself.

                    SELINA
            Lose the smile, Mr. Good Reflexes. We
            were having a pretty okay time the
            other night--good food, good
            conversation--some Catwomen show up
            and it's "You need cab fare?; I got
            to go to my Hideout--Oh, I'm sorry, I
            mean "warehouse."

                    LANE
            Not too cool...

                    SELINA
            Then there's you, Louis, sneaking
            through back alleys and surprise
            visiting me at my home..Both of you
            have been way too frisky from the get-
            go. I'm actually a pretty amazing
            person--funny, smart, attractive when
            I get my sleep--but you two had no
            way of knowing that-- when I met you
            both I was basically a morose,
            depressed amnesiac incapable of any
            human feeling. The only reason one of
            you wanted to go out with me is
            because you knew I was Catwoman.

                    BROCK
            You're right, I wasn't looking to
            fall in love with a casino worker.
            I'd given up trying to find anyone.
            But there was a fire in your eyes
            that cut right through the air
            conditioning and through the coldness
            of my heart.

                    LANE
            Your uniform, that first time I saw
            you, was a ghastly cage I vowed to
            unlock in order to..

                    SELINA
            Stop, stop, you're both making me
            nauseous..I have a computer disc that
            shows that the Cult of Good, under
            different names, goes from city to
            city, faking their own deaths while
            committing major heists and killing
            innocent people.  Their first city
            was Atlanta. So you can imagine my
            surprise when I read that the two
            most eligible bachelors in the city
            at the time were none other than you
            and you.

    Both men contort into a vague, gulping twitch.

                    SELINA
            You know, now that I hear myself tell
            it, I'm thinking maybe both of you
            are messing with me. What, you get
            the Helmet Monday through Thursday,
            then Brock takes it for the
            weekend...

                    LANE
                (passionate or fake-passionate?)
            Okay. Let's get serious. Of course I
            know the Cult of Good is not good.
            Ever since I saw what they did in
            Atlanta, it has been my mission to
            expose them. I've followed them to
            Oasisburg and soon will have enough
            hard evidence to bring them to real
            justice. That computer disc could be
            the final piece to the puzzle. This
            isn't just a story, Selina--another
            damn Pulitzer--this is my life.

    Lane pants to a noble stop. Selina nods, impressed. They both
    slowly, suspiciously turn to Brock. Brock's face comes out of his
    hands.

                    LANE
            We're waiting.

                    BROCK
                (poignant or fake-poignant?)
            Quiet, Blender Boy. I told you from
            the beginning, Selina, I'm not a very
            good liar. I am not Captain God, or
            whatever else he may be calling
            himself this month, but when I find
            out who is--The Man will pay.  My
            sister died in that Museum attack.
            You can check the Atlanta obituaries.
            I've tracked these monsters from city
            to city, waiting for a time to exact
            my revenge. Why else would I come to
            Oasisburg and create the most
            obnoxious casino in the world?

                    LANE
            Did you ever think that maybe neither
            of us is Captain God?

                    SELINA
                (annoyed by the question)
            No-o. You know, questions like that
            don't help your cause--

                    BROCK
                (pleasant sigh)
            I still can't get over it. I still
            can't believe you're Catwoman..

                    LANE
            I can. That's not an admission of
            guilt,  It's just..I knew you had it
            in you...

                    BROCK
            It may be time to get the police
            involved...

                    SELINA
            Have you seen the Oasisburg Police?
            They drive golf carts with little red
            sirens.

                    LANE
            We have to do something. What can we
            do to help, Selina?

                    SELINA
            I'll let you know.

    Overcome with emotion--fear, love, anger, utter, utter confusion,
    Selina trembles into a bite of her lip. She then suddenly
    dramatically lunges across the table and vividly kisses both men,
    one by one, with a passion they can only barely handle.

                    SELINA
            I love you. One of you.

    Selina storms off. The stunned men, not looking at each other,
    shudder for a moment, then rise off in opposite directions.

    INT.  THE HUT--DUSK

    Selina blusters into her Hut and snarls to her cat. As she rants
    a pacing half-circle, the wall of the Hut behind her begins to
    very slowly then less slowly crackle into flames.

                    SELINA
            Don't ask. it was a stupid idea. I'm
            so not-a-crimefighter. What was I
            expecting?  That one of them would just
            say, "Oh, now that you asked, I am
            the man who did all those evil
            things.." The minute I left the
            casino, he probably walked to a pay
            phone to call the Hideout and say..

    The black cat leaps up out through the window. The smoking embers
    of the Hut begin to flare up into full-fledged flamage as Cactus
    and Adonis trudge in behind Selina, who finally takes it all in.

    Cactus's new arm looks like a real one, only it's three times too
    big for his body. Ugly Adonis has two severe bandages on the
    spear-caused holes of his cheeks. His voice is now a cross-
    between Nell and a Walrus.

                    SELINA
            What took you so long, boys?  Where's
            God?

                    ADONIS
            Wahres theuh coahmpooder dethsc?

                    SELINA
                (making fun)
            Theuh coahmpooder dethsc?
                (sudden laugh)
            Man, you must hate me...

                    CACTUS
            He's asking you "Where's the computer
            disc?"

    Selina wearily snickers--then bolts to the chest and flings it
    open, frantically rummaging around.

                    SELINA
            It was here...where is?

    Adonis yanks Selina by the hair and heaves her from the Hut.
    Selina soars out and skids across the dirt.

    Cactus and Adonis tear through the belongings of the Hut, in and
    around the chest, but the heat is too great.

    Selina bounds up and races over to her motorcycle. She
    frantically guns it. Nothing happening. Cactus rips her off. The
    Hut collapses with a whoosh. Selina gives it a sad glance.

                    CACTUS
            Where is it?

                    SELINA
            I'm not kidding. I put the disc in
            the chest...I don't know why it's
            not..

                    ADONIS
            (ANOTHER MOUTHFUL OF GIBBERISH.)

                    CACTUS
                (laughing)
            That's a good one, dude. He says
            we're going to kill you whether you
            tell us where the disc is or not.

                    SELINA
            I know your boss, if you killed me
            without him, he's be really angry..

                    ADONIS
            She's gaht a point.

                    SELINA
            Hey, Adonis.
                (sudden shout)
            "Spear!"

    Adonis jolts, touching up to his cheek. Selina laughs. Cactus
    tosses her the Catwoman outfit. She catches it.

                    CACTUS
            You'll need this. Now how'd you like
            to help me break in my new arm?

                    SELINA
            Whatever.

    Selina folds her arms and closes her eyes. Cactus swings back a
    Popeye punch with his fake colossal arm and then punches right at
    the viewer.

    INT.  THE HIDEOUT--NIGHT

    Selina's face aches into consciousness. In the Catwoman outfit.
    Pulling out, it is revealed Catwoman is hanging in air from the
    ceiling of the Hideout like a brilliant mobile (Flexible red
    cords tug separately at each one of her hands and each one of her
    legs).  With outraged Cat-squeals, she tries to untangle.

                    CAPTAIN GOD
            Quite a little performance you gave
            in the casino today--for me and that
            other guy. Come on down, let's chat..

                    CACTUS
            I got her...

    Materializing below her, Captain God fires his mighty remote
    control. The four cords simultaneously snap and Catwoman dives
    from the air. With intentionally comic feebleness, Cactus holds
    out his arms.

    Catwoman slams to the ground a foot in front of him. The
    unbudging Cactus laughs it up as Catwoman painfully prys herself
    up.

                    CACTUS
            "Sorry"--what happened to that whole
            landing on your feet thing.

                    CATWOMAN
            I don't...know where the disc is. I
            swear I put it..

                    CAPTAIN GOD
            I'm not going to worry about it. We
            are quite beyond the computer disc.
            Everything will be over within the
            next hour or so.

                    ADONIS
            Yew'll be ovah in the naxt tehn
            minutes...

                    CAPTAIN GOD
            Adonis, be polite. She's a friend.

                    CATWOMAN
            How can you say things with such
            feeling and then turn around and put
            on a helmet and...Who are you?  Were
            you sitting on my right or my left at
            the card table?  Tell me!  Please tell me
            who you are; you own me that!

                    CAPTAIN GOD
            I know, I should probably tell you,
            but I just don't feel like it. To be
            honest, I'm really angry at you. I
            admired you so much more when you
            were purely wicked. I mean, look at
            you now, running around trying to
            "get to the bottom" of things.
            Trying to "save the city." It's true
            we're about to do a very nasty deed,
            but really, what's it to you?  Since
            when do you care what happens to a
            bunch of pathetic Oasiburgians?
            You're just not yourself, anymore.

                    ADONIS
            You know, nobody likes you...

                    CACTUS
            Yeah, all those women who went feline
            this afternoon...They're so ashamed
            now..

                    CATWOMAN
            I'm supposed to be taking personality
            tips from you three?  You people were
            once heroes. You had ideals.  You
            fought for things.  Spooky told me
            so...

                    CAPTAIN GOD
            Do you have any idea how much
            superheroes get paid?  Zilcho. Urban
            vigilantes with secret identities
            operating outside the law. Not
            exactly the stuff of a W-2 form.  If
            it wasn't for merchandising and
            corruption and these diabolical
            "missions"...There is no such thing
            as heroes and villains, anymore,
            Selina.  There are only winners and
            losers. You lost. We won.

                    CACTUS
            Car wash, Captain?

                    CAPTAIN GOD
            Absolutely.

    Adonis pulls the earlier-seen lever and the floor opens. The
    viewer gets a small glimpse of what looks to be a traditional Car
    Wash.  Adonis and Cactus tear the battered Catwoman down a small
    set of steps and stuff her into a very small red car at the end
    of the line.

                    CAPTAIN GOD
            I'd love to stay and watch, but
            there's always last minute stuff that
            needs to be taken care of before a
            Big Catastrophic Heist.  Adonis, put
            it on video so I can watch it later
            when I'm feeling more relaxed. Oh, if
            for some reason, the damsel
            undistresses herself and she makes it
            out of that contraption, do me a
            favor-- Shoot her with this gun...

    Captain God hands Adonis a very traditional handgun. He and
    Cactus head out. Hefting a video camera onto his shoulder, Adonis
    presses the button marked Car Wash.

    With a loud whining noise, the Car Wash gears into action. The
    car jolts forward, wheels traditionally harnessed in a moving
    track. In the car, Catwoman frantically looks around, then
    quickly rolls up her window. Nozzles on both sides of the car
    spew acid that sizzles into the side of the car.

    Adonis nods a "Not bad" nod, walking along with the car from
    above.

                    ADONIS
            She remembered to roll up her window.

    Moving in and out of the driver's POV, the viewer huddles with
    Catwoman in the car. Soap suds and water hit the car as it passes
    beneath the familiar Car Wash curtain of fabric straps.

                    CATWOMAN
            Once you get past the acid, this car
            wash isn't so bad.

    Suddenly, buzzing buffers uncoil out from sides but they are not
    made of brush. They are spinning steel spikes that proceed to
    rend the car, shredding through the doors, tearing at Catwoman's
    leg.

    Adonis chuckles, tugging out and speaking into a cellular phone
    with his non-camera holding hand.

                    ADONIS
            No, no, I'm fine, weally. Juth a
            tempuhwary seth-back. I'll be back on
            the runway weally soon..

    The car and the snarling but game Catwoman continue to be motored
    forward toward a new curtain...of HANGING SNAKES. The sunroof
    above Catwoman automatically screaks open.

                    CATWOMAN
            Oh come on.. "Snakes"...that's just
            rude..

    Just as the curtain of snakes dribbles through the sunroof,
    Catwoman does a backwards somersault through the back windshield
    of the car. She slithers down the top of the trunk and lands
    right on the track--which locks both her feet in.

    Adonis gives a curious narrow of his eyes to the proceedings
    below...but continues his cordless chat.

                    ADONIS
            But is he good?  The last plasthtic
            surgeon I wenth to..

    In a helpless enforced standing position, Catwoman rattles down
    the track, a vehicle all by herself. Another, more vast than them
    all, "buffer" of steel spikes thunders in an up and down motion
    ahead.  It comes down on the now empty car and completely churns
    it to hell. Selina is next.

    Catwoman unzips a little zipper on her leg and fingers out the
    last of the lethally-shaved ballerina figurines. She harshly
    wings the mini-weapon to a constellation of wires to the side of
    the car wash proper. The wires spark.

    Adonis face drops, snapping shut the cellular, wavering up the
    gun.

                    ADONIS
            I'm going to have to call you back.

    The Spikes ahead grind to a non-spinning halt but the apparatus
    continues to slam up and down. Catwoman claw-picks her locked-in
    feet then launches forward. Using the up-and-down chugging
    apparatus of stalled spikage as a trampoline, Catwoman does a
    dainty bounce up into a face-to-face with a momentarily too
    stunned-to-shoot Adonis.

    Catwoman effortlessly bats the gun away, then grabs Adonis by his
    cape wrenching him into a ferocious drag up the Hideout
    staircase.  The viewer moves in on Adonis's clamoring head.

                    ADONIS
            Stop!  Isn't ruining my career enougth
            for you?  What do you think you're
            dewwing?  You wanna go out with me, is
            that it?  Hey, you're hurting me...

                    CATWOMAN
            Oh, calm down. You're already dead..

    The viewer inhales out to see that Catwoman has pulled Adonis to
    his disembodied power-pack and has tied his cape to it. She
    flicks a switch.

    With a mighty explosive whoosh, the power pack rockets into the
    air, yanking Adonis up with it.

    Both man and pack go hurtling out the hole in the roof, into and
    out of the alley and then up toward the stars. Shooting upward
    with the video camera, Catwoman cackles up to the comet, then
    stops.

                    CATWOMAN
            I guess I should have asked what's
            the name of the place they'll be
            robbing tonight...
                (hitting her head)
            Corn dog...Corn dog..Corn dog..

    Catwoman suddenly realizes she's wet and goes into a shaking wail
    of discomfort.

    INT.  THE ALLEY BEHIND THE CASINO

    Catwoman clambers out of the hole to the Hideout, and wipes
    herself off. The Young Boy she earlier traumatized skips down the
    alley with a new Gameboy. He stops with a body racking quiver.

                    CATWOMAN
            Hi. Don't scream. Please. It's okay.
            I won't hurt you. I'm a good guy now,
            I swear. Sh-h-h..

                    YOUNG BOY
            CATWOMAN!

                    CATWOMAN
            Wait...Little boy, come back...

    The Young Boy wails away. Catwoman tries to feebly reach out and
    call out after him. She gives chase, panting to the edge of the
    alley.

    She watches the little boy slam down on a red Cult of Good Call
    Button at the corner. The melodic alarm fills the air. As the
    yelping boy points over in her direction, lallygagging-in-the-
    street Townpeople quake in communal rage coalescing into a
    Burtonesque angry mob. They charge...

                    CATWOMAN
            I don't like where this is going...

    Catwoman backs into the alley, hitting a tarp. Atop the tarp is
    note that simply says SELINA is feminine handwriting. Catwoman
    rips off the tarp, revealing her awesome-if-previously-impotent
    motorcycle. She swings into a straddle of the bike and sighs,
    reaching for the ignition.

                    CATWOMAN
            Please?

    The Oasisburgians stampede forward--the motorcycle suddenly does
    a ferociously growling Moses-red-sea rip through the would-be
    lynch mob.

    EXT.   OASISBURG STREET--NIGHT

    From out of nowhere, the motorcycle does a sensational low-to-the-
    ground sidewind around a corner. The people on the promenade jerk
    back their children and themselves in terror.

    The viewer gets the first clear dead-on Wild One view of the
    burning forward Catwoman. She can't help but bark a feral cheer.
    She speeds up on a puttering cart before her and giddily rides up
    over it.

    INT.  THE POLICE STATION

    Below, Catwoman thunders past the police station. The Chief pulls
    back from the window.

                    POLICE CHIEF
            Calling all carts!  The savage is
            loose!  Repeat...

    EXT.  MAIN STREET

    The Townspeople frantically jostle each other in their escape
    from the streets. Echoing their first bump, Brock Leviathan and
    Lewis Lane bang into each other. They sneer at one another in a
    rolling circle toward the mouth of an alley.

                    LANE
            I've been looking for you.

                    BROCK
            I've been looking for you.  Selina
            Kyle was right. One of us is a
            psychotic crusader.

                    LANE
            But then we knew that all along,
            didn't we...

                    BROCK
            I guess we did. When you were a
            little boy, did you want to be a
            superhero?

                    LANE
            What little boy doesn't?

    Realizing they're alone in the alley, the men go silent. They
    suddenly rush toward each other. Brock heaves two mighty blows
    into Lane's stomach doubling him over, but the reporter then
    swings around with a deft martial art chop into Brock's neck
    sending the architect to the ground...

    EXT.   DOWN THE ROAD A-PIECE--NIGHT

    The Catcycle comes spectacularly plowing through a YOU'RE ON
    VACATION--JUSTICE IS NOT billboard. Catwoman locks sight on a
    Roadblock of flickering-sirened police golf carts that has been
    tentatively set-up.

                    CATWOMAN
            A roadblock?  Guys, you drive golf
            carts.

    Catwoman arcs her Hog up into the middle cart, shearing off its
    top. Landing hard, she violently nails another cop cart rolling
    in her path from the right. The cart crumples, the cat does not,
    as the motorcycle does a bumper-car bash into another on-coming
    squad cart and keeps going. The cops wind around to give chase,
    firing their weapons.

    A TV News helicopter thunders from above. Its POV shows a
    triangling squadron of golf carts giving SimpsonBroncoesque chase
    to the buzzing Catwoman.

    INT.  THE CASINO

    Didi and Kelly look up to a Casino screen with concern.

    INT.  HOUSEWIFE'S KITCHEN

    The Working Class Housewife sets out pigs-in-blankets for her
    bickering kids. Looking to the fuzzy image on the table's cheap
    portable TV, the Housewife opens a drawer revealing her Catwoman
    outfit. Then closes it.

    INT.  MAYOR'S BEDROOM

    With her husband frantically working the lines in the background,
    the Mayor's Wife turns from the TV coverage to make a Stepford
    stare into the mirror. With an ivory comb, she combs her
    potentially wild Rapunzel hair into submission.

    INT.  THE RADIO STATION--NIGHT

    DJ Oink turns from a station TV to hit the airwaves.

                    DJ OINK
            Oh she's dead meat now. I don't
            usually like the taste of cat, but
            the day this little pretty gets
            fried, I'm making an exception..

    INT.  HIGH SCHOOL GIRL'S BEDROOM

    The High School Girl closes her closet on her hanging kitten
    uniform.

                    DJ OINK ON RADIO
            Boy, looks like Catwoman could really
            use some help--thank God she's not
            going to get it or should I say thank
            Captain God.

    INT.  YUPPIE BAR

    The Female Executive turns from a radio at the end of a yuppie
    bar.  She gives a sheepish glance to the Catsuit in her purse.
    And closes it.

                    DJ OINK
            You got to wonder where are all the
            other Catwomen?  That's loyalty for
            you, huh?

    INT.  AT HOME WITH THE WORLD'S DULLEST COUPLE

    Back behind their TV trays, the World's Dullest Couple listen to
    radio in lifeless tableau. The Dull Wife momentarily rises from
    her chair, then sits back down.

                    DJ OINK
            They must be back home, doing the two
            things women do best, cowering in
            fear and vacuuming. God bless
            America.

    EXT.  BACK ON MAIN STREET

    Catwoman wildly weaves the motorcycle side-to-side avoiding
    Oasisburg P.D. artillery. She seethes back a look, then darts
    faster forward.

    The Superhero Van bulldozes out from a side street to side-swipe
    the Catcycle into a mind-numbing sliding scrape into a lampost.
    Captain God and Cactus smoothly bang out to do the cocky LA
    MotorCop walk to their victim. The squadron of cop carts squeal
    into place as does a Media truck.

                    CAPTAIN GOD
            Ah, the good guys always triumph in
            the end. It's what allows our
            children to sleep at night.

                    CATWOMAN
                (achingly rising)
            You can't get away with..

                    CACTUS
            My, the Perpetrator seems to be a bit
            on the "Wild" side..

                    CAPTAIN GOD
            I'll put that in the report--after
            you shoot her.

    Cactus raises up a gun. It is shot from his hands. All spin to a
    line of National Guard soldiers standing before a tank, along
    with the Mayor and the Chief of Police.

                    MAYOR
            I've relied so much on you
            superheroes that I cut the police
            budget in half.  That's why I had to
            call in the National Guard...

                    CACTUS
            We were handling the situation!  The
            National Guard?  For her?  You gotta
            be...

                    MAYOR
            Not for her. For you. The Cult of
            Good.

                    CAPTAIN GOD
            I, the city's most noble and humble
            servant, am troubled by your strange
            tone of voice...

                    MAYOR
            I've always heard rumors about you
            people secretly running the
            underground and laughing behind my
            back. A loyal citizen has come forth
            with a very interesting computer disc
            that shows that under the guise of
            protecting society you perpetuated
            secret acts of terrorism.  Including
            one that was to occur this evening..

    The earlier-seen Catwoman, in the most stunning and flamboyant
    costume of them all, saunters forward, holding the disc. What the
    viewer was not sure about before, the viewer is sure about now:
    It is Selina's Mom. Catwoman, is needless to say, blown away. The
    crowd twitters with confusion.

                    CAT-MOM
            In the name of justice...

                    CAPTAIN GOD
            "In the name of..." This is an
            outrage!  A mockery of all that is--
            You're going to believe a Catwoman
            over me!  Captain God!

                    THE MAYOR
            I have some very interesting
            newspaper clippings as well...I
            should remind you the Guard uses
            artillery that pierces body armor.

                    CAPTAIN GOD
                (completely dropping holier-than-
                 thou act)
            A computer disc and some grubby
            newspapers--that's it!  In all my years
            of crimefighting, I never..

    Captain God and Cactus both make a sudden break back into the
    Van.  The Van thunders off...but not for long. The National Guard
    tank booms a shell into its wheel, completely upending it.

    Before anybody can get their bearings from this majestic crash,
    Captain God bursts from the back of the Van holding a bazooka. He
    howls through his voice-box. The National Guard and everybody
    else in the neighborhood open fire. The Captain wildly vibrates
    the Bonnie-and-Clyde dance before crumpling in a heap.

    Catwoman rushes up into a kneel before the body allowing herself
    a well-deserved dramatic pause. She reaches around to the back of
    the Helmet and unhatches it open. Staring up at her is a very
    serene Lewis Lane. Catwoman staggers back in a daze.

                    POLICE CHIEF
            Wow, would you look at that!  Captain
            God is that Pulitzer Prize-winning
            news reporter from the Oasisburg
            Times, Lewis Lane!

    Media, Police, and deliriously curious Citizenry swarm around the
    body. Catwoman batters through the crowd to sadly hyperventilate.
    Her Cat-Mom touches out to her.

                    CAT-MOM
            You knew him?

                    CATWOMAN
            I guess not.

                    CAT-MOM
            Oh, the points were fused on your
            distributor--the motorcycle..why it
            wasn't running..

                    CATWOMAN
            Oh...hey, uh, thanks...

    Before mother and daughter can really connect, A Police Officer
    calls out from behind the Van.

                    POLICE OFFICER
            Cactus has escaped through the sewer!

    Catwoman steps forward with curiosity as does the Police Chief
    and the Mayor to regard an open manhole. Catwoman turns back to
    see Cat-Mom slink off. Catwoman's eyes then dart to Brock
    Leviathan in the midst of a traditional romantic thrust-through-
    crowd-to-love-of-life. Catwoman drifts forward to meet him,
    melting into his arms.  She touches up to a bruise on his face.

    INT.  BROCK LEVIATHAN'S MANSION LIVING ROOM--NIGHT

    On a couch by a crackling fire, Selina dabs at Brock's bruise
    with a washcloth, while he is taping up her wrist. They stop
    their sexy, mutual doctoring to take wine from a tray held by
    the leaning-over Butler Jeff.

                    BROCK
            Quite a pair we make. Thank you,
            Jeff.

                    SELINA
            A couple that battles the forces of
            evil together is a couple that stays
            together.  Thank you, Jeff.

                    BUTLER JEFF
            Oh you're most welcome, Miss Kyle. I
            must say I haven't seen the master
            this happy in some time.

                    BROCK
            I'm jealous. Her bruises are much
            bigger than mine. It's not right.

                    SELINA
            Oh now, you put up a good fight.
            Let's change the subject. Where do
            people who live in Oasisburg go to
            get away from it all?

                    BROCK
            Somewhere very far away, very quiet,
            and very...
                (standing, suddenly sad)
            This is all wonderful, Selina,
            but...But I'm afraid I can not rest
            until all my sister's killers are
            brought to justice...That one-armed
            monster..

    Brock motions to a muted TV screen showing a If-you-have-seen-
    this-man picture of Cactus. Brock returns to the couch to slide a
    beautiful ring onto Selina's finger.

                    BROCK
            This ring belonged to my sister. I'd
            love for you to...

                    SELINA
            It would be honor, Brock. Now let's
            go get this guy...

                    BROCK
            You're serious?  You'd help me...

    Selina tugs Brock with her up off the couch.

                    SELINA
            In many ways, that obnoxious creep
            Cactus was the worst one of all. He
            got off on giving out pain...

                    BROCK
            We'll hunt him down together...

                    CACTUS
            Brock, I can't believe it's taken you
            so long to invite me up to the house.
            Where do you keep your opener?

    Cactus, a towel around his neck, casually enters into the room,
    swinging a beer. A beat of total disbelief. Then Brock viciously
    backhands Selina onto the couch. She believes.

    Breaking from his stiff Michael Gough pose, Butler Jeff pins a
    struggling Selina to the couch, pulling out a syringe. He
    enthusiastically bites off and spits the rubber tip then slams
    the syringe into Selina's arm.

                    BUTLER JEFF
            Ooh, she's a feisty one, sir!

                    BROCK
            Thank you, Jeff. When you're through
            with the needle, go get a body bag.

    Jeff departs. As Selina stiffens into catatonia on the couch, she
    seethes up to the glowering Brock.

                    SELINA
            I thought you said you weren't a very
            good liar.

                    BROCK
            I lied.

                    CACTUS
                ("I made a funny")
            The cat is out of the bag.

                    SELINA
            So I guess you don't have a sister
            who died in the Museum explosion?

                    BROCK
            No, that was actually the truth.
            Wrong place. Wrong time. Stupid
            bitch.

    Brock and Cactus wildly laugh. Selina gives off a gag, her entire
    body going numb. Her eyes are very alive though, flickering like
    mad. Brock briefly de-volumes his mirth.

                    BROCK
            You've lost all motor functions. The
            poison will kill you in ten minutes.

                    CACTUS
            Hey, speaking of Wrong Place, Wrong
            Time.  Lewis Lane to the rescue!

                    BROCK
                (hooping it up again)
            Priceless...We have a showdown in
            this alley, right?

    FLASHBACK MONTAGE

    A montage of images shows Brock rising up from being karate
    chopped to batter Lewis to the ground.

                    BROCK
            Little punk got in some good ones
            considering he's a writer. But then
            the inevitable...

    A Helmet is lowered on Lane's bruised, spinning head. A bazooka
    is connected onto his glove.

                    BROCK
            Shoved him in my spare suit in case
            something got weird.

    A view from inside of the Van of the Captain God-like Lane being
    pushed out before the National Guard.

                    BROCK
            Thanks to you, something got weird.
            And we needed a diversion for our
            great sewer escape...

    INT.  BACK IN BROCK'S LIVING ROOM--NIGHT

    The viewer is given the helplessly Selina's chilling point of
    view of the two psychopaths hovering over her.

                    BROCK
            Don't you feel so much better now
            that you know everything?  Blink once
            for yes, twice for..

                    CACTUS
            Boss, we better roll if we're going
            to hit this place, blow it up, and
            make that flight..

                    BROCK
            Just hold on!  I'm not done. There are
            two kinds of men in the world,
            Selina. In Category A, you have Me.
            In Category B is everyone who wants
            to be in Category A, but are too
            afraid, too weak..!

    As the howling men hustle off, Selina's black cat prowls in from
    an open window and begins nibbling at the point of injection on
    Selina's arm.

    With a jolly step, Butler Jeff re-enters the room unfolding and
    unzipping a big black bag. He comes around to the couch where
    Selina remains a deathly pale, unbudging blob.

                    BUTLER JEFF
            Ah, if the dead could speak, what
            would they say?

    Selina suddenly vaults up and wrenches Jeff by throat sending him
    crashing out a window.

                    SELINA
            I don't know...you tell me...Jeff.

    Selina turns away from the window, down to her black cat. Having
    heroically sucked out Selina's poison, it lies lifeless upon the
    ground. Selina gives her friend a last sad stroke.

    Suddenly, Kincaid the dog, gallops into the room, madly snarling.
    Angrily bounding up, Selina lets loose with a savage feline wail
    that immediately stops Kincaid's heart. The dog keels to the
    carpet.

    Selina's Mother marches in the room, giving the dead dog and the
    dead cat brief, non-plussed glances. Completely and rightfully
    freaked out by everything in the world, Selina quavers.

                    SELINA
            Mom?  Oh Mom, I messed up...

                    MOM
            What kind of name is "Brock
            Leviathan?"

                    SELINA
            I never thanked you..the arrow..the
            motorcycle..the computer disc..You're
            so different from what I..and so the
            same.

                    MOM
            Yes, I'm pretty amazing. You should
            see this...It came this evening.

    Mom pulls up a videocassette and moves to the Leviathan VCR.

                    MOM
            Oh, I still don't know how anybody
            works these things...

    Putting on Lens Crafters, Mom crinkles her face, unsuccessfully
    poking some buttons. Sighing, Selina hits a remote. The image of
    Lane awkwardly then comfortably addressing an unseen video camera
    comes on-screen.

                    LANE (T.V.)
            Selina. I've known Brock Leviathan--
            come on, that name--is the criminal
            in question since St.
            Louis, but I've never been able to
            get definite proof. I didn't confront
            him at the casino, because I felt you
            might get hurt. But you made me
            realize I've waited too long to put
            an end to this thing. I'm going out
            to find Leviathan right now.

    Selina chokes up.

                    LANE (TV)
            I've taken a couple karate classes,
            but there's a disturbingly good
            chance that I will be savagely
            murdered. After all, these guys do
            this for a living. In case you're now
            weeping over my noble, tragic
            death...You should know I knew you
            were Catwoman almost from the start--
            the way you acted, some things you
            said--well, that and your mask; I saw
            some pictures and you know, it really
            only covers your eyes--your face is
            actually quite exposed. I'm not going
            to rag you about it but...I just want
            you to know I loved Catwoman before
            it was the cool thing to do. Oh, and
            another thing, this is my
            Grandfather's blender--I told you
            this thing was insane...

    Lane holds up a highly unusual blender. Selina does a bittersweet
    gulp.

                    SELINA
            I tell you, Mom. Sometimes I think
            all the good men are gay or recently
            murdered.

    Lane puts down the blender and picks up Frank's earlier-seen
    rainbow colored flyer.

                    LANE
            Oh, last thing, I swear, if it's true
            that I am a ghost right now, and you
            feel up to avenging my death, I have
            an idea where the bad guys will be
            going to complete their evil
            mission..Let's just say I found a
            flyer at the Cult of Good's
            hideout..Something about a big
            Mystery Promotion..

    Selina bounds up into frame. Mom comes up with her.

                    SELINA
            They're going to attack Frank's Fun
            Palace!

                    MOM
                (touching up)
            I hate it when you let your hair just
            hang like that...you have such pretty
            eyes...

                    SELINA
            Mom, not now!  I, I don't know what to
            do..

                    MOM
            Yes, you do. You have to go rescue
            all those people...

                    SELINA
            But I'm not a hero. I'm nobody's
            heroine..I'm nothing. You've said so
            yourself many times.

                    MOM
            Do you always listen to what your
            mother says?  Selina. Something you
            choose your life. Sometimes your life
            chooses you.  Save the day..

                    SELINA
            I don't know if I can do it alone.

                    MOM
            Trust me, you won't have to.

    They lock for a serious, unsentimental hug. Selina rushes to a
    closet where her Catwoman outfit has been hung on a hanger.
    Selina snares it. She then tries to wrench off the ring Brock
    gave her, but it won't budge. She bolts.

    INT.  MAIN AREA OF THE FUN PALACE--NIGHT

    Completely recovered from the Catwomen, the casino has been
    nicely cleared out and cleaned up for the big Promotion. Beneath
    a glass floor shaped like a diamond, in the middle of the casino,
    is a dazzling dune of you guessed it, diamonds. Tourists and
    Townspeople of all persuasions giddily gape down. TWO MACHINE-GUN
    TOTING GUARDS pace amid the rocks below.

                    FRANK
            That's right, folks, you're looking
            down at the most valuable collection
            of diamonds ever brought together at
            one time and one place...

                    MAYOR
            Frank, this is a terrific promotion.
            A great way to calm everybody after
            all the strangeness...

                    FRANK
            People are having a good time, all
            right.
            I got to remember to thank my
            architect, Brock Leviathan. This
            whole diamond thing was his idea.

    As if on cue, Captain God and Cactus roar through the Fun Palace
    doors on a motorcycle/sidecar. Patrons hit the deck as the ex-
    heroes twist into a carpet rending skid before the Mayor and
    Frank.  A couple of HAPLESS SECURITY MEN charge forth only to be
    dispatched with quick severe ninja hits.

    Twirling up his remote, God presses a button that causes
    omnipotent sheets of black metal to perfect-fit-smash down over
    every door and window in the joint. GLOWING ZIPPING LINES of
    electricity malevolently minnow across every wall.

                    FRANK
            Where did those black sheets of metal
            come from?  How did you do that?

                    CAPTAIN GOD
            I'm the guy who designed and built
            this place. As you can see, when we
            were building, I put some goodies in,
            to be used especially on this day.
            The great thing is I billed it all to
            you...

                    FRANK
            But Brock Leviathan designed this
            place..

    Captain God reaches around and unhinges Helet, pulling it
    completely off with a delighted exhale.

                    BROCK
            I know...Oh, feels great to get that
            thing off. You have no idea how hot
            it gets in there..

                    FRANK
            But I thought Lewis Lane...

                    BROCK
            Will you shut up!

                    ANGELIC YOUNG MAN
            Captain God, I used to look up to
            you, as did all the kids I taught at
            the Youth Center. If you could have
            seen the look on my own child's face
            when I told him "his most bestest
            hero in the world" was nothing more
            than...

                    BROCK
            Get over it!  I'm not a role model!

    Brock clangs the Angelic Man into unconsciousness with a harsh
    swing of his Helmet. The Mayor clandestinely pushes his portable
    red Cult of Good button.

    INT.  THE POLICE STATION--NIGHT

    The Police Chief casts a bemused eye to a flashing red Cult of
    Good light.

                    POLICE CHIEF
            Doesn't everybody know there are no
            more heroes...Send a couple cars, see
            what that's about.

    INT.  CASINO--NIGHT

    Brock presses another button that causes a gigantic ventilation
    shaft grill, in the area under the glass, to lower into the
    ground.  Another button press incites suctioning air from the
    gaping shaft hole to totally devour all the diamonds. The two
    Machine Gun-toting Guards are effortlessly vacuumed as well.

                    BROCK
            If every thief knew how much easier
            it is to rob a place that you've
            actually built, they'd all go to
            architecture school.

    EXT.   ALLEY OUTSIDE THE CASINO--NIGHT

    A humongous Flexline Tube connects the building to a big black
    Treasure Chest. The Tube quakes with the sound and movement of
    rumbling diamonds.

    INT.  CASINO--NIGHT

    A WOULD-BE HERO bites his lip and then takes a bounding leap at
    Cactus.

                    WOULD-BE HERO
            You can't get away with this!

    Without turning to look, Cactus, with his mighty Popeye arm,
    fists the lunging-skyward Would-be Hero in the gut stopping him
    in mid-air. He crumples in a heap. As Brock readdresses the
    crowd, Cactus moves to set up a very suave looking digital bomb
    in the middle of the glass floot--extending out of the bomb from
    all angles are wired sensor pads.

                    BROCK
            Anybody else want to get something
            off their chest, before we get
            started?

                    DIDI
            Why'd you take off your helmet?  Aren't
            you afraif of one of us reporting you
            to the police?

                    BROCK
            It's not like you're going be picking
            me out of line-up, sweetcakes.
                (animatedly gesturing with head to
                 bomb)
            Bomb. You know...Bomb. Okay, listen
            up folks!  There is a bomb on the glass
            that should be going off in fifteen
            minutes or so. Take note of the
            sensor pads--they tell you that if
            you touch the glass around the bomb,
            the bomb will go off.  And of course,
            you can see the doors are
            electrified, so you can't get out.

                    FRANK
            I don't understand. To hear you say
            it, we're all going to die!

                    BROCK
            Actually, Frank, you seem to
            understand it really well. Might want
            to explain to some of the others.
            There's some people in the back
            there...

                    CACTUS
            See you on the other side, Boss.

    Cactus is lowering himself under the floor through a small glass
    door behind him. He dashes through the mammoth, open ventilation
    shaft hole. With his remote, Brock activates the bomb
    (17:00..16:59..16:58..) and straddles his motorcycle.

                    BROCK
            I hope you have led fulfilled lives--
            because they are over. Use these last
            minutes wisely. Pay phones in the
            back.  Call your babysitters and tell
            them to tell your children they're
            orphans. Go gamble the rest of your
            money--with your luck, you'll
            probably win, right?  Kiss your loved
            ones goodbye. Kiss a stranger.  And
            if it's okay with Frank: Open Bar.
            It's been real...

    Brock revs his bike and blasts off. He remotes a soda pop machine
    and clings up a clunking down can of cola as he heads toward the
    door. He activates open the front door. As he zooms through, he
    backhand-remotes the door back into its electrified fortress
    mode.  DESPERATE CITIZENS bolt to bang on the door and get
    maliciously buzzed back into cowering pain.

    EXT.   THE ALLEY NEXT TO THE CASINO

    Cactud cuts away the flexline tube and tosses it away. He makes
    sure the big Treasure Chest, now full of diamonds, is properly
    locked and tight, then presses a button on its side.

    A massive black balloon inflates out of the top of the chest
    turning the whole ensemble into a mini-dirigible that floats into
    the air.

    Cactus breaks into a trot down the alley, speaking into a wrist
    walkie-talkie.

                    CACTUS
            Captain God. The goods are in
            transfer.  They'll be at the
            rendezvous point in ten minutes,
            right when the casino blows...Looking
            good, man.

    EXT.   OASISBURG STREET

    The helmet-liberated, in-love-with-life Brock peals at the viewer
    on his motorcycle, night air whipping back his hair.

                    BROCK
            We're the best of the best, man. We
            didn't even have to fake out own
            deaths this time. Hey, I'm thinking
            of taking the act to L.A...

    EXT.   THE ALLEY NEXT TO THE CASINO

    Cactus is turning a corner.

                    CACTUS
            Sounds like a plan. Life don't get
            much better than...

    Cactus stops dead, a little freaked-out. He has turned into an
    alley Littered with a wall-to-wall LEGION OF STARING STRAIGHT
    AHEAD Cats. They all simultaneously blink. Cactus gulps. He
    treads slowly forward, tiptoeing through the feline minefield.
    The cats are surprisingly stoic, emotionless, and unmoving.

                    CACTUS
            Nice kitties, nice kitties, that's
            it, that's it...

    Cactus comes to the end of the alley, wiping sweat from his face,
    exhaling with a "What the heck was that?" laugh. He gives a last
    look back, shaking his head, as he turns another corner into
    another alley. Again, he stops dead.

    Unfolding out before him is a unified legion of familiar
    Catwomen, representing every shape and demographic. They all
    stare forward with an unsettling inner peace. Cactus pathetically
    quavers...

                    CACTUS
            Nice kitty...

                    MOM
                (deadpan step-forward)
            Meow.

    The Catwomen explode into a feline battle cry and blitzkrieg
    forward into a tearing, scratching, biting mass-attack. Roaring
    with fear and frustration, Cactus bats back the front line and
    bolts away, shrieking into his wrist transmitter.

                    CACTUS
            Are you there, God?  It's me, Cactus!

    EXT.   OASISBURG STREET

    Heroically inhaling the air of Freedom, an eye-closed Brock
    victoriously breezes down the road...annoyed by an interruption.

                    CACTUS (TRANSMITTER)
            God, can you hear me!

                    BROCK
            Wha-at?

                    CACTUS (TRANSMITTER)
            Catwomen. Lots of them!

                    BROCK
            Oh come on, Cactus, be a man!  The
            blimp is still on schedule, right?

    A whip suddenly coils around Brock's neck wrenching him off his
    bike. The disembodied motorcycle/sidecar slams into a lampost.

    EXT.   OPEN STREET

    Cactus barks to his wrist, keeping barely ahead of the chasing-
    pawing out army, like a mouse racing to a hole in the wall.

                    CACTUS
            Captain..where did you go?  I can't...

    Catwomen bite into his Herculean arm and hang there like snapping
    turtles. Cactus furiously shakes them off and hightails it into a
    wide-open area of the street. He unlatches a gun from his body
    armor and frantically loads it up on the run.

    He swivels around with the weapon. A line of Catwomen Archers,
    including Mom, point bow-and-arrows stretched-to-kill right at
    him.  Suddenly, they all tilt upward and fire. A confused Cactus
    looks up.

    IN THE AIR

    The whooshing wave of arrows ripple up into the Big Black
    Treasure Chest Blimp, causing it to Hindenburg and drop from the
    sky.

    ON THE GROUND

    It Boulders right down upon Wile E. Cactus, with a perfect,
    crunching Thud. The chest cracks causing the diamonds and two
    very dazed Guards to avalanche out. Cop Carts come to a squeal
    around the recovered loot.

    The Police Chief takes in the situation, noting Cactus's feet
    poking from the sunken chest like the falling-House-killed Wicked
    Witch. He looks all around. All he sees is a colossal tail
    disappearing into the darkness of an alley.

    EXT. OASISBURG STREET

    Whip strangled around his neck, Brock reaches up to Catwoman, and
    clutching her by her ears, flips her over his head. Slamming her
    to the ground, he gives her a savage elbow for good measure. She
    springs up as he thrusts forward. She swings her whip beneath and
    behind herself in a tail-between-her-legs motion that stings
    Brock in the face.

                    BROCK
            I thought cats were supposed to have
            nine lives, not thirty one!  What do
            you think you're doing?

                    CATWOMAN
            Winning.

                    BROCK
            What do you want from me?

                    CATWOMAN
            At this point, a nap. Oh by the way,
            I killed your butler and your dog..

                    BROCK
            My dog!

    Brock latches to the flailing whip and rips Catwoman to him for a
    slam across the jaw. He grabs her head by both hands and forces a
    kiss. With both paws, she claws down both his cheeks.  They break
    off to malevolently pace toward and away from each other, waiting
    for a perfect attack opportunity.

                    CATWOMAN
            Oh Honey, it's so much better when we
            do it without the helmet.

                    BROCK
                (touching and licking wounds)
            I've been thinking. I've been
            thinking about us. I'm sorry I've
            been so hard no you these past couple
            days. I realize now it's because
            you're the only woman who ever
            understood me and I couldn't handle
            it!  I've never revealed myself to
            anyone the way I have to you. Let's
            blow this town together.  We'll run a
            bed-and-breakfast in Vermont by day,
            and by night, we'll dress up and kill
            anything that...

                    CATWOMAN
            Pass!

                    BROCK
            You were right all along--the two
            parts to a person are the reality and
            the lie.  I was making good money as
            a top architect--but that's not who I
            am. I'm not an architect, I'm a..

                    CATWOMAN
            I know, I know, a Warrior. You're
            very annoying..Now tell me how to
            defuse the bomb you've set..

    Catwoman swats out. Brock ducks and registers a sweet kidney
    punch.  Catwoman cringe-stumbles forward then backflips into a
    hand-stand that comfortably allows her do a double eye-poke with
    her heels.  Brock wails back then seethes forward more annoyed
    than angry.

                    BROCK
            Will you please stop fighting?  Just
            let those people die so we can get on
            with our new lives together!  Trust me,
            one day we'll look back on this day
            and laugh. You got to admit, it's a
            lot more fun to be the villain.

                    CATWOMAN
            You might be right, but Fun is
            overrated.  I need something real.

                    BROCK
            Well then, let's agree to
            disagree...Now how about a picture
            for my scrapbook?

    Brock sets off the earlier-seen ABSOLUTELY BLINDING FLASH from
    his belt buckle that sends Catwoman into a painful sightless
    screech.  Brock angrily lays siege to the fighting-by-radar
    woman.

                    BROCK
            Don't you realize there's nothing you
            can do, anyway!  Nine minutes and it's
            all over!  The Fun Palace is a tomb. No
            one can get out. And choke on this
            furball: all doors and windows are
            blocked, locked, and electrified!  Even
            the glass around the bomb is rigged.

                    CATWOMAN
            Even the skylight?

                    BROCK
            The "skylight?" Fool!  It's too high
            for anybody to climb out the damn
            skylight...

                    CATWOMAN
            What about "climbing in?"

    Brock stops battling to ponder what she's getting at. A black
    heel slams his wondering face out of frame.

    INT.  CASINO--NIGHT

    The citizens in the casino are crashed on the floor and slumped
    against pillars, drained of energy and hope. Kelly and Didi hold
    each other as do many others. Some persistently pathetic victims
    rush the door in denial only to get zapped back again. The bomb
    reads 9:11, 9:10, 9:09...The viewer's viewpoint moves from the
    bomb and out the skylight directly above.

    EXT.   ALLEY--NIGHT

    The Catwomen have formed a makeshift salon in the alley,
    percolating with pumping adrenaline and potential mood-swings.

                    CATBRIDE
            We did it!

                    RED CATWOMAN
            We didn't do anything!  If it wasn't
            for us archery experts...

                    FEMALE EXEC CAT
            Oh honey, what else did you learn in
            summer camp?  I didn't see you in the
            alley fighting to get him out into
            the open street!  That's where the real
            Catwomen were!

    The catwomen section off into shoving, infighting groups. A
    deafening cat-screech reverberates the brick of the alley. The
    Catwomen clutch their little ears and turn: Rising upon a turned-
    over trashcan, Catwoman shouts like Spartacus.

                    CATWOMAN
            Enough!  Stop being victims--and stop
            being victimizers. What makes you
            women think we have the luxury of
            fighting each other!  We've got work to
            do and all you want to do is whine!
            Everybody wants to grade the paper,
            but nobody wants to take the test.

                    ESMERALDA CATWOMAN
            What's the matter, Catwoman?  Are you
            afraid of competition?

                    CATWOMAN
            I wouldn't know. I've never had any.

    The Catwomen "ooh" her bad-ass attitude. Catwoman allows herself
    a smile.

                    CATWOMAN
            Okay, okay, simmer down. We don't
            have a lot of time. Don't pussy-out
            on me, now.

    EXT.   OASISBURG STREET

    Brock huffs from an alley. He looks out to the Police roping off
    the demolished diamond spewing Treasure Box. Brock implodes in
    multi-megaton-rage then bolts back the other way.

    EXT.   OUTSIDE THE FUN PALACE

    A crowd builds before the Fun Palace--Media, Police, frantically
    worried loved ones. Officers valiantly assail the sparking doors
    of the Palace, but back away in sneering pain. The Police Chief
    drops his head and shakes it. A LITTLE GIRL steps from the
    defeated crowd and points up.

                    LITTLE GIRL
            Look Mommy!  Catwomen.

    All, including the viewer, look up. Scaling the face of the
    majestic casino like a tree in the backyard, the Catwomen
    heroically climb upward.

    EXT.   THE ROOFTOP

    As military music hits the soundtrack, working a female Dirty
    Dozen vibe, Catwoman twists onto the roof. She rushes forward to
    the Palace skylight and clings out a plank of glass. The viewer's
    viewpoint does a complete Yo-Yo maneuver through the open window
    square all the way down to the bomb (reading
    02:01..02:00..01:59..) and then all the way back up.

    A cluster of Catwomen gather around their leader. All women turn
    to the sound of a loud thud. A mammoth paw swings onto the roof
    and then the Gargantuan Catwoman does a power roll up. She
    immediately trudges to the end of the skylight and holds out her
    hands. She grabs the ankles of the Red Catwoman and holds her
    upside down.

    One by one, in descending order of size, the Catwomen give
    Catwoman a brisk hug and then proceed to climb down the dangling
    Red Catwoman to be held by the ankles. And so on. With commando
    precision, a human rope of dangling-upside-down, ankle-clutching
    Catwomen is formed.

    INT.  THE CASINO

    Casino workers and patrons rouse themselves from the dead to
    bulge their eyes at the mysterious and miraculous sight of the
    forming Macrame of feline flesh.

    Above, it is now Catwoman's turn. She gives a nod to the
    Gargantuan Catwoman (whose epic, mythic size allows one to
    suspend disbelief at the dubious physics of this whole endeavor).
    Catwoman makes her climactic descent. She clibs down the human
    chain of familiar once-at-war-now-at-peace felines, link by link.

                    CATWOMAN
            Hang in there, baby..hang in there,
            baby..Nice hair..hang in there,
            baby..

                    NUN CATWOMAN UPSIDE DOWN
            Whatever happens Catwoman. Thanks.

                    CATWOMAN
            You're doing great, Sister.

                    ESMERALDA UPSIDE DOWN
                (bestowing an honor)
            Good Luck, Catwoman.

                    CATWOMAN
            Gee, thanks....Hi, Mom.

                    CAT-MOM UPSIDE DOWN
            Hello, dear...

                    CATBRIDE UPSIDE DOWN
            Oh Catwoman #1, I don't think I can
            hold on for another minute...

                    CATWOMAN
            It's all right. Place goes up in
            thirty seconds...

    Catwoman does a final crawl down past the High School Girl
    kitten, who with all her might, grasps on to Catwoman's heels as
    Catwoman flips back into a final hanging position, just within
    reach of the bomb. Catwoman stares down to the intensely
    complicated too-high tech explosive device. 00:31..00:30..00:29..

                    CATWOMAN
            Now what?

    Catwoman breaks into a cackle that floats through the dead air of
    the terrified casino visitors and dribbles up the dangling chain
    of confused Catwomen. Catwoman remains amused as hell.

                    CATWOMAN
            What am I doing here?  I don't anything
            about defusing bombs. I don't know
            anything..

    Catwoman is ready to chuckle again. She spins to the frozen-in-
    fear faces of Kelly, Didi, the Mayor, Frank, and various fine
    American families. She swallows. The bomb reads 00:13, 00:12,
    00:11..

    EXT.   ROOFTOP ACROSS FROM THE FUN PALACE

    With a perfect rooftop view of the Fun Palace below, Brock
    robustly stomps like a child waiting for the ball to drop in
    Times Square.

                    BROCK
            Ten!  Nine!  Eight!

    INT.  THE CASINO

    The Fun Palace patrons lower their heads and close their eyes
    preparing for the inevitable. Catwoman stares intently at the
    bomb.  The High School Kitten weeps from above, a tear rolling
    backwards off her face to raindrop upon Selina's mask. Catwoman
    licks it. 00:07, 00:06, 00

                    HIGH SCHOOL KITTEN
            We're all going to die, aren't we?

                    CATWOMAN
            Yes.
                (tough smile)
            But not tonight.

    Catwoman unzips her little zipper and untucks from her mini-
    pocket, the strange, small, precise gold object Spooky gave her
    in her death throes. Catwoman reaches out with it to a section of
    the bomb that has an exact-shaped opening. She snaps the object
    into the opening of the bomb.

    The bomb stops right between 00:01 and 00:00 (digitally
    displaying half-a-one.) The black metal sheets covering the
    windows triumphantly (if not overly logically) slam back up and
    the waves of electricity on the walls completely evaporate.
    Everyone loses their mind in well-deserved delirium.

    EXT. ROOFTOP

    Brock obliviously still rouses up for a fiery finale.

                    BROCK
            Three!  Two!  And One!  Boom!
                ("maybe I got the time wrong")
            Two and One!

    Brock spreads his arms out down to his view of the casino, cueing
    a mighty explosion that never comes. Smoldering, he bounds down a
    fire escape.

    EXT.  OUTSIDE THE CASINO

    The rescued citizens joyously plow from the opening Fun Palace
    doors. They race into the arms of their loved ones as the crowd
    goes berzerk in relief. The Police Chief takes off his hat and
    wipes his sweaty scalp in that way Police Chiefs always do when
    dodging a bullet.

    INT.  THE CASINO

    The High School Kitten lets go of Catwoman. She somersaults onto
    a perfect landing on the glass, giving a glance to the stopped
    bomb.

                    CATWOMAN
            Thanks, Rachel.

    The High School Kitten adorably plops into Catwoman's arms. With
    Cirque de Soleil syncopation, the Catwoman unlatch and swirl down
    into a giddy human nets. They happily hug as if they just mid-
    wifed a messiah. The Mayor, Kelly, Didi, and even Frank swarm
    with thanks around Catwoman.

    With the place emptying out, Catwoman and Mom move to the edge of
    the casino's water fountain to share a moment. Unwinding, Mom
    undoes her bow and arrow apparatus and sets it down.

                    CAT-MOM
            I'm so proud of you, Selina; Deep
            down, I've always been..we've always
            had a secret kinship..

                    CATWOMAN
            Stop. It can't be just "deep down"
            anymore. I've got no time for
            "unspoken bonds" and "secret
            kinships." I just can't do it that
            way anymore. You and me is something
            I have to be able to touch every
            minute of every day..

    Mother and Daughter pull off their masks and gently kiss.

    EXT.  OUTSIDE THE CASINO--NIGHT

    Other tender reunion scenes are going down outside the casino.
    The Mayor hugs his Wild-Haired Wife. The formerly vacuumed pair
    of Machine-gun toting Guards are being interviewed by the Media
    when Brock launches a double-punch across their jaws and takes
    their guns. He fulminates his weapons into the air sending
    everyone down.

                    BROCK
            Ladies and gentlemen, this is your
            Captain..If I'm going down, we're all
            going down together. Ladies first.

    Brock opens the Cult of Good chestplate on his uniform like a
    mini-fridge. He removes a stored missile like a last beer. He
    activates the missile with his hand. It flares away from him
    toward the casino. The decidedly phallic weapon whooshes smoothly
    and deliberately, not at crazy-fast speed.

    INT.  THE CASINO--NIGHT

    Chin upon her Mother's shoulder, maskless Selina's eyes widen as
    the sliding doors of the casino open to allow in the rocketing
    forward rocket.

                    SELINA
            Mom...get out!

    Selina pushes her Mom away and bolts from the fountain. The
    missile winds right with her. On the run, Selina kicks out her
    left heel against a pillar snapping it off, then does the right
    heel on the next passing pillar. Out of the heels, Selina uses
    her extra speed to bound up the casin staircase.

    The dawdling missile keeps right with her.

                    SELINA
            What is with this thing?

    INT.  CASINO MEZZANINE

    Catwoman hits the top of the staircase and pivots to the side,
    diving to the carpet. The missile breezes past her then comes to
    a purposeful stop. It turns around.

                    SELINA
            How does it know...Oh.

    Light bulb buzzing on, Selina rips off her claw-glove. The stone
    on the ring Brock had given her is beeping on-and-off a light
    blue light--just like the tip of the harassing missile. Again,
    Selina tries to wrench off the evil trinket, then tries biting
    the damn thing from her finger. Nothing is working.

    EXT.   OUTSIDE THE CASINO

    Brock shoves exiting-out Mom to the ground. She trembles in
    worry.  Giving searching, seething glances to the casino, Brock
    continues to impatiently but omnipotently pace before the
    cowering-on-the-ground crowd.

                    BROCK
            Please die, please die...please just
            die already.

    INT.  CASINO MEZZANINE DOWN TO CASINO MAIN FLOOR

    Selina slaloms through a series of pillars trying to throw off
    the goofy projectile, but it weaves along with her. Hittong the
    wall, she slams the "down" button of an elevator. It opens. She
    charges in. The missile whirs right at her. The elevator door is
    taking its sweet time closing. With a typical-annoyed-at-elevator
    sigh, Selina bangs on the DOOR CLOSE button.

    Giving up, Selina hastens back out of the elevator. The missile
    sizzles closer and closer as the doors begin to close. Rising to
    the challenge, Selina gyrates back into the elevator. Running up
    the back wall, she backflips over the incoming weapon and out
    between the closing doors, trapping the little varmint inside.

                    SELINA
            Ha!

    Selina gallops to the Mezzanine railing and bounds up off into
    the air. She floats to a perfect feline landing upon the edge of
    the fountain, knocking off Mom's bow-and-arrow combo.

    The sound of a PINGING elevator kills her glee. With the casual
    air of a businessman leaving for the day, the bomb putters out
    the opening door. Seeing Selina, it whooshes forward. Selina
    frantically dips her hand into the fountain trying to lubricate
    off her jinxed jewelry.

    EXT.  OUTSIDE THE CASINO

    The casino doors ache open in slow motion. Glowing with
    Invincible Warrior Charisma, Selina/Catwoman strides forth
    raising up Mom's bow-and-arrow. She fires.

                    SELINA
            God is dead.

    The arrow thunks benignly into Brock's superhero breastplate. He
    looks up with a "Is that the best you can do?" laugh.

    The missile POV-lightnings behind Catwoman and whooshes THROUGH
    her legs. The height of subtlety, the overpowering reverse-angle
    has the missile erupting from Selina's haunches right at the
    viewer.

    With sudden panic, Brock focuses down. The beeping blue Ring-
    tracking-device had been put snugly around the arrow Selina shot.
    Brock is at peace.

                    BROCK
            Wow. Beat by a girl.

    Brock detonates in a vivid-as-PG-13-allows burst. Everyone
    wobbles up to raise their fist and cheer. The Mayor bellows out.

                    MAYOR
            Men and Women of Oasisburg, we have a
            new hero!  Thy name is Catwoman!
            Catwoman?

    The Mayor grandly swings his arms toward the casino. But Catwoman
    is nowhere to be seen.

    EXT.   TOWN SQUARE--DAY

    As if stood up on date, the Mayor stands before an unveiled
    Catwoman statue, looking to his watch, dangling the Key to the
    City at his side. The Media and other City Council members
    crowded around the podium also look to their marches and sigh.
    Selina's voice purrs up into a vaguely Doc Seussesque coda.

                    SELINA (V.O.)
            I did not want the fame or the glory
            or the city's KEYS.

    EXT.   THE NIGT SKY--NIGHT

    In a deft reworking of the Bat signal, a spotlight shaped like
    the head of a Cat slams up onto the Night Sky.

    INT.  SELINA'S BATHROOM--NIGHT

    The viewer's viewpoint inhales from this image through a window
    into a bathroom where Selina is vegging out in an oh-so-relaxing
    bubble bath. She lifts a pair of cucumbers from her eyes to take
    in the shining Cat beacon. She shakes her head and rolls her eyes
    with a "You got to be kidding, I'm taking my bath" chuckle.

                    SELINA (V.O.)
            They said, "But you must protect our
            fair city!" I said, "Oh, PLE-EASE."

    EXT.   OASISBURG ALLEY--NIGHT

    TWO THIEVES in cat-burglar black slam down a golf cart trunk full
    of merchandise and give each other high-fives. Catwoman prances
    forth. Using the shoulders of Thief One as leverage, she vaults
    up to kick Thief Two to the ground. Landing, she head-butts Thief
    One.  As he drops, she does a dizzy step back, rubs her head, and
    runs off.

                    SELINA (V.O.)
            I still liked going out at night--
            Don't get me WRONG. I just wanted the
            town to sing a new kind of SONG.

    EXT.   DARK OASISBURG STREET--NIGHT

    A PURSE SNATCHER bolts by a FEMALE VICTIM, ripping away her
    backpack. He then sheepishly walks back into frame,
    apologetically holding out the backpack, shrugging his hands up
    in a "I don't know what I was thinking" pose.

    EXT.   OUTSIDE THE FORMERLY NOT-NICE GARAGE--DAY

    The earlier-viewed Rip-off Mechanic is hunkered down next to the
    earlier-viewed Ripped-off Female Customer. He is talking her
    through the repairing of her own motorcycle. Grease gently
    touched-upon both their faces, they take a break. Exhaling, they
    clink beer bottles into a weary toast.

    INT.  OUTSIDE DEPARTMENT STORE DRESSING ROOM--DAY

    The Working Class Husband (wearing a cryptic bandage on his neck)
    lounges like Scarface before a dressing room door as his Working
    Class Wife comes out to model a simple black dress. He applauds.

                    SELINA (V.O.)
            I wanted them to grow up, get wise,
            and stop waiting for a HERO. If they
            stopped being Fools on their own, the
            truth would become crystak CLEAR-O.

    INT.  HIGH SCHOOL CLASSROOM--DAY

    The sexist High School Teacher has a faded-but-still-highly-
    visible claw mark on his face. With concerned eye-contact, he
    delineates information to the goggled, beaker-boiling trio of the
    Three High School Ex-Kittens.

    INT.  HOSPITAL--DAY

    A team of STRONG-WILLED MALE AND FEMALE DOCTORS walk and talk
    down a hallway in spirited harmony, in oddly black lab coats. The
    viewer pauses before a passed door.

    INT.  HOSPITAL CELL--DAY

    Inside, lying on her back in a black straightjacket in a padded
    black cell, Dr. Penelope Snuggle is drawing a caricature of cat's
    head with a white magic marker between her toes.

                    SELINA (V.O.)
            We stopped being lame and started
            being suave--It was really quite
            SIMPLE.  Meanness and Smugness and
            Bossyness we popped like a PIMPLE.

    EXT.   MAIN STREET--DAY

    Astonishingly-but-somehow-still-casually-dressed in black, Selina
    swings around a corner to slink down a very different Main
    Street.  Like her, everyone has discarded their dorky visors and
    now where the coolest sunglasses even money can't buy.

    Also gone are the golf carts as everyone, young and elderly, now
    politely thunder both sides of the street in sleek, shiny black
    motorcycles. It does not stop there. Everyone, Male and Female,
    has been re-decked out of their eyesore funwear and into
    ludicrously suave clothing of the subdued Calvin Klein variety
    (Mostly but not necessarily black).

    Women pass each other in the street, nodding with knowing half-
    smiles. With sly, respectful body language, the Men interact with
    the Women, not with goddess-worshipping-wimpiness but with
    subtle, "just-happy-to-be-in-your-presence" grace.

                    SELINA (V.O.)
            A sense of Calm and Cool we do not
            LACK.  One Hundred Degrees and we
            still wear BLACK.

    INT.  AIRPORT

    Obnoxious as all get out, generic Tourist tribes scramble down an
    airport tunnel already squabbling about what-a-good-time-they-
    better-have. One T-shirt reads "WHERE'S MY FUN?" They freeze.
    Ahead of them, a panorama of disarmingly darkly dressed MALE AND
    FEMALE AIRLINE WORKERS are leaning into each other in intimate
    conversation.

    As if bit by the same vampire, they all simultaneously turn and
    enigmatically smile to the Tourists. Spooked in deadpan tableau,
    the Tourists drop their bags and flee away back down the tunnel.
    A sweating Frank bustles into the frame to join them in their
    escape from the city.

                    SELINA (V.O.)
            The Old Kind of Tourist went
            screaming AWAY.

    INT.  SAME AIRPORT, DIFFERENT DAY

    A NEW SET OF DARKLY DRESSED FAMILIES exuding an attitude of
    Intelligence and danger come down the airport tunnel, breaking
    into matching smiles with the sultry airport staff.

                    SELINA (V.O.)
            And now a new kind of Tourist has
            come to PLAY.

    EXT.   BACK ON MAIN STREET--DAY

    Unfazed by the periodically puttering past motorcyclage, Selina
    strolls the middle of the street, taking in the world's coolest
    city as if she was its secret, unhaughty Queen. A GIDDY TEENAGE
    COUPLE make out on the same park bench the Mayor and his
    Unrepressed Haired Wife are making out on.

    Selina passes an eloquently modulated wedding being let out. The
    sweet young (ex-)Catbride is the bride who wears black. Pinkies
    interlocked, she drifts forward with her PERFECT-FOR-HER GROOM.
    Even the priest wears amazing dark eyewear. Bride and Groom swing
    over a motorcycle and breeze away past a saluting Selina.

    The motorcycle rounds a corner where the Catbride's Grungy ex-
    boyfriend and Yuppie ex-boyfriend sit at the same cafe table.
    They smile and salute her...and then melt into a kiss, having
    finally found someone they are comfortable with.

    Selina gently eases through a FIELD TRIP OF SMALL CHILDREN, who
    are in too-cool-for-school eyewear, being led before the spot
    where Brock blew up. It is still (ever-)smoking and flaming like
    the tomb of the unknown soldier. A plaque reads DEFY AUTHORITY.

                    SELINA (V.O.)
            Deep, deep, deep, into your own
            darkness you must DRILL. Only then,
            will each day be a sick, giddy
            THRILL.

    Passing a sign reading SELINA'S FUN PALACE, Selina languorously
    treks toward the darkened and de-neoned, majestic-as-ever,
    Casino.  Eerie yet wonderful music briefly takes over Selina's
    narration.

    INT.  SELINA'S FUN PALACE--DAY

    Selina glides through the sliding doors. She removes her
    sunglasses and hangs them on a hook with hundreds of other pairs
    on hooks. A nearby plaque reads "ONLY FOOLS WEAR SUNGLASSES
    INDOORS. BUT THEN YOU KNEW THAT." Inhaling some bliss, Selina
    leans back against a wall, next to a thermometer reading 73
    degrees.

    She takes in the new surroundings of the Fun Palace. The lights
    are lower as well as the Tacky Factor. A softened Esmeralda,
    wearing a flute around her neck, tugs up the instrument and
    coolly blows.  Didi and Kelly in new uniforms that are sexy, but
    artfully subdued mosey up along with MALE WORKERS, also in sexy,
    but subdued uniforms. All smile in intense discussion.

    Selina's POV moves through the casino where everyone gambles with
    Bondian cool. By the roulette wheel, TWO GANGLY TWINS drape their
    arms around the Twin Overweight Ex-Catwomen. MULTI-EVERYTHING
    COUPLES waltz behind them in sensuous syncopation.

    The earlier-noticed Female Exec and an EXECUTIVE MALE stride,
    from different directions up to the door of THE CLUB (formerly
    the Gentleman's Club). Both pull out gold card-keys at pretty
    much the same time. The Executive Male, with a refined cock of
    the head, demures to the Female Executive. She opens the door and
    the viewer follows them in.

    INT.  THE CLUB

    Men and Women are mixed together before the stage in a mellow but
    enticing melange. Selina's Mom parades onto the stage in another
    dazzling cat costume going into a wild-not-too-wild-just-wild-
    enough dance number. Selina's narration creeps back.

    EXT.   DESERT OUTSIDE THE CITY--NIGHT

    The Catwoman outfit lies neatly folded in a dug-out desert hole.
    A clump of dirt thumps over it. Incongruously still in her sultry
    ensemble, Selina is revealed to be outside the open gate to the
    city, shoveling the desert dirt. Selina wrist-wipes her brow
    before shovel-patting down the filled up hole. She happily sighs.

                    SELINA (V.O.)
            We had put the Oasis back into Burg.
            I never knew Fun could be so much
            FUN.  Happily ever after we lived--
            happily ever after--all except ONE.

                    DJ OINK (V.O.)
            Well, well, the re-eal Catwoman!  I
            hope you don't think I'm afraid of
            you.

    The viewer's viewpoint pans to see DJ Oink has been buried up to
    his neck in desert sand. Selina saunters to stand over him. As he
    continues to rant, she unscrews a bottle labeled NIP and proceeds
    to Niagara the goo all over his face.

                    DJ OINK
            Oh sure, sure, tell a couple jokes,
            make a gross comment or two, and
            suddenly I'm the sacrificial lamb for
            every jerk in the world. That makes a
            lot of sense...
                (reacting to dribbling Nip)
        Hey, hey, what is that?  Sunblock?

                    SELINA
            Whatever you say, babe.

    Selina places a microphone down by Oink's disembodied face. She
    swivels off in a glide back toward the gate. She wears an
    absurdly long scarf that billows up into the desert breeze.

                    DJ OINK
            Hey, hey, come back here!  This is
            officially not funny anymore. Hey,
            you listen to me when I speak to you,
            woman!  Hey!  Hey!

    With a loud, rumbling purr, Dozens of diverse CATS pour past
    Selina toward their delightfully obvious destination.

    INT.  RESTAURANT--DAY

    A restaurant of ROMANTIC COUPLES look up from each other's eyes
    to beam up to Oink's screams on the intercom.

    INT.  STATION WAGON

    The working-class family, packed into a station wagon, listen to
    the shouts on the radio, smiling away.

    INT.  THE CASINO

    The staff of the Fun Palace encircle a bar-top radio, grinning
    madly at the D.J.'s wails.

    EXT.  THE DESERT--DAY

    Back turned to the viewer, Selina continues her glorious strut
    back into the gates of the city. Beautiful, wonderful cats keep
    flowing past her.

    The viewer's viewpoint violently jerks back to thunder across the
    desert floor away from the oncoming cats, Oink's wailing-from-the-
    back head, and the perhaps impolite confrontation about to occur.

    The viewer then arcs grandly up into the air for a last awesome,
    all-encompassing look at the paradise of Oasisburg, heavenly rays
    of sun beaming downward. Into this perfect image comes, as the
    story's exclamation point, the figure of Adonis, limply hanging
    by his cape from his low-on-fuel-pathetically-chugging-up-and-
    down-across-the-sky jet pack.

                    SELINA (V.O.)
            Selina Kyle versus Catwoman--who will
            win?  Who will LOSE?  Come to Oasisburg--
            the place where you don't have to
            CHOOSE.





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