May 20, 1991


     The viewer floats through an overbearing mansion and

     up its sweeping staircase to where a stern man in

     conservative dress is pacing back and forth, smoking a

     cigarette in a cigarette holder.  He is the FATHER.  The

     throes-of-labor pants and moans of the MOTHER can be

     heard from down the hall.

     Disturbing other-worldly Gaas and Goos chill the air.

     Mother's moans turn to howls.  The Father stops and

     gapes the cigarette holder out of his mouth to see a

     SCREECHING NURSE wail out of the mansion room and

     disappear down the other end of the hallway.

     A TRAUMATIZED DOCTOR next plows out from the room; hold-

     ing his mouth in a frenetic gagging noise.  The Father

     runs into the room.  The viewer remains outside and

     hears the Father's subsequent screams.


     A bizarrely corrugated Cage, made up of wavy, barely

     separated black bars sits amid the plush elegant, period

     and Christmased-up surroundings of the mansion.  With

     their backs turned to the sickly squeals emerging from

     the Playpen from Hell, Father and Mother, holding

     martinis, look out a window of gentle snowfall, with

     bloodshot eyes.  A 50's-type radio warbles a Christmas


     A strange pair of eyes peer from the cage.  Taking the

     point of view of the eyes from inside the playpen, one

     sees the mansion's Christmas tree from between the dark

     cage slats.  The squealings stop.

     AN ANGELIC CHILD in an undershirt and red boxer shorts

     steps into view to block the Christmas tree.  The Child

     stares into the cage, his face contorting in horror.


               Honey, don't stare at your brother.

     The angelic child runs off.  Mother and Father simultan-

     eously finish off their martinis, and plop the empty

     glasses down.

3    EXT. A PARK--THAT NIGHT                                  3

     A HAPPY COUPLE in 50's dress, pushes a baby carriage

     through the park cooing toward their bundle of joy inside.

     Father and Mother straggle from the other direction,

     creaking forward an ominously closed-up, wickedly de-

     signed baby carriage that serves to muffle nasty whining

     and thumping noises.

                             HAPPY COUPLE

               Merry Christmas!

     Father and Mother fake a smiling response that dies as

     the happy couple passes.  They then brake at the railing

     of a storybook bridge over a bubbling brook.  With dark

     nonchalance, Father and Mother each grab an end of the

     carriage and heave it upward.

4    EXT. THE CARRIAGE--NIGHT                                 4

     swirls in the air and splashes down into the small river.

     Right side up, the carriage gently rides the tranquil

     rapids.  It bobs through an open sewer tunnel pipe.

5    INT. THE SEWER--NIGHT                                    5

     The carriage innocently slides through the murky waters

     of the awesomely cavernous and creepy sewer, softly

     surfing its sides.

6    INT. A DARK LAIR--NIGHT                                  6

     The resilient carriage spews from a gaping pipe into a

     moat of water that surrounds a vast patch of snow and

     ice that is the centerpiece of a dark and mysterious


     The carriage rides a small wave that tumbles it onto the

     sanctuary's arctic island.  From out of the darkness of


     DISTINGUISHED GRAY BELLIES regally approach the

     carriage and surround it with spooky authority.


     GO TO...


     where the Batman logo fills the frame with a portentous

     soundtrack boom.  A playful salvo of snowballs reverber-

     ates against this image as the logo is revealed to be a

     hanging centerpiece in the window of a Batman merchandis-

     ing store, along with Batman sleds, lunch boxes,

     T-shirts, and ticking clocks.

8    EXT. GOTHAM PLAZA--EARLY EVENING                         8

     Bathed in pristine snow and packed with GIDDY SHOPPERS,


     overwhelming array of Christmas decoration, the intimate

     Plaza center of Gotham City has been dragged kicking and

     screaming into a state of beauty and happiness.

     A vivid electronic teletype reads:  HAVE A MERRY ONE,


     LEFT, GO-GO-GO!

     Meeting up before a bustling department store called


     bowed Batman sled to an ALL-AMERICAN MOM.  An ALL-

     AMERICAN SON rushes up causing All-American Dad to

     exaggeratedly hide the present behind his back to the

     sweetly hooting delight of All-American Mom.

     Just behind them, an ADORABLE LITTLE GIRL takes a dollar

     from her precious little purse and gives it to a

     SALVATION ARMY SANTA.  A sweet, microphoned voice wafts

     out over the Plaza.

                             SWEET MICROPHONED VOICE (O.S.)

               Could I have your attention, Gotham




     A dewy-eyed young lovely, wearing a snow bunny fur,

     a tiara, and a banner streamed across her chest

     that reads ICE PRINCESS, continues into her mike.

                             ICE PRINCESS

               It's time for tonight's Lighting

               of the Tree!  How 'bout that!

     The merrily promenading Consumers of Gotham City stop

     to joyously beam up to the stage to watch the Ice

     Princess scurry to a massive Red Button and press it

     down.  This action causes a mammouth Christmas Tree to

     grandiosely come to light.  The hypnotized crowd erupts

     into aashs and oohs.

10   INT. A VERTICAL SEWER GRATE--EVENING                     10

     Through a grand, vertical half-circle sewer grate, an

     older stranger pair of eyes peer.  Taking the point of

     view of the eyes through the grate slats, one takes in

     the sight of the mammouth lit Christmas Tree, just as it

     did through the Playpen bars.

                             THE VOICE OF PENGUIN

               It is so beautiful, I could die.

               I must have been born around

               Christmas time, because every year

               I get the same intense desires to

               scream, cry, and freely engage in

               violent bodily eruptions.

11   EXT. OUTSIDE THE SEWER GRATE--EVENING                    11

     A sickly duo of black, webbed hands curl out around the

     grate bars.  Eerily poking out next is a twisted bird-

     like nose and a creepy pair of lips...

                             PENGUIN'S LIPS

               Gosh, I guess I should really get

               out more...

     The planet's most beloved butler, ALFRED, marches past

     the sewer grate carrying a ludicrously wrapped object

     that is shaped like a mini-Tyrannosauras Rex.  He moves

     to the parked Wayne Rolls-Royce and pulls off a ticket

     from the windshield with a huff.

     A PAPERBOY bustles up, holding up a newspaper headlined



               Sir, read about the latest sighting

               of the Penguin creature!  Says here

               he derailed a Trolley car into a

               modeling school for Gifted Children

               and then blew up a church where...


               Dear Boy, sometimes it is a pleasure

               to believe in fairy tales.  Other

               times it is merely annoying...

     Alfred cheerfully shakes his head as the Paperboy

     scampers off.  Alfred suddenly feels a chill coming

     behind him.  He turns to the sewer grate just as the

     slimy flippers recoil back away.

12   INT. INSIDE THE SEWER GRATE--EVENING                     12

     His back turned to the viewer and wearing a black, thick,

     full-length, and grimily wraith-like coat-cape, PENGUIN

     pulls back from the grate.  He is lowered down from the

     grate to the sewer floor by a Rubber Duck Scissor-Lift

     Buggy apparatud being cranked by TWO DWARVES.

     An eerily attentive gauntlet of wildly intense SOCIAL

     PIRATES, listens upward on either side of the macabre

     sewer tunnel--Depraved workers from a long since bank-

     rupted carnival.  Unvibrantly made-up and demeanored

     CLOWNS who have never made anyone laugh brush up against

     STEELY DAMES in tight, tattered, and faded Magician

     Assistant Costumes.  All members of the gang have a RED

     TRIANGLE painted over their left eye.


               Look out and behold the joyous

               faces.  All the wonderful smiles.

               I wish there was a way to keep

               all those wonderful smiles...

     The fleshy-beaked Penguin grandly turns to reveal himself

     in his squat, quivering, quasi-mutant glory.


               in a jar...where I could shake

               them up and watch them turn into

               mushy goo...Oh my outcast friends,

               I am about to become Gotham City's

               best nightmare.

     Penguin elegantly opens up an umbrella to pass beneath

     a sewer drip.  He flicks open an ornately odd timepiece

     that reads twenty minutes until seven.


               This city is one big happy

               family....for about twenty more

               minutes.  My previous crimes were

               party favors.  Tonight, Gotham

               gets a real present.

     Penguin lets off a homely squawk of laughter and juts

     forward through his chilling carny co-horts, who fall

     into line behind him.


     AN ELEGANT GOTHAMCLOCK clacks to 15 till.  A Limousine,

     passing beneath it, incongruously bearing a cutesy cat

     logo, rumbles to a stop before the Shreck store.

     Emerging out the limo is MAX SHRECK, the charismatic

     Master of Gotham City.  A smattering of flashbulbs

     explode upon his placidly smiling face.  Max is the

     quintessential Upstanding Citizen, owner of everything

     except perhaps a soul.

     Following Max out is a legal pad scribbling, file

     grasping SELINA KYLE, his beautiful beneath bifocals and

     a subdued haircut assistant, along with a blindingly

     grinning yuppie superhero CHIP, muscles on the verge of

     shredding open his Brooks Brothers suit.

     Max doles a gleefully robotic array of handshakes and

     waves, culminating in a slap to the Salvation Army

     Santa's back.  He wings a twenty in Mr. Kringle's coffer


                             BIX CARBONDALE

               Hello, Mr. Shreck, Bix Carbondale,

               Goth TV.  Our viewers want to know

               what the man who has everything

               wants for Christmas?


               Clinches.  Bix, I want clinches

               for Christmas.  Peace in Gotham.

               Love between all Men and Woman.


     The small crowd applauds.  Selina bobbles out a sheet

     of paper from a file, into a sewer grate.  Chip shakes

     his head.

14   INT. BELOW IN THE SEWER--NIGHT                           14

     The sheet wobbles down to a sea of looking up through the

     darkness faces.  Penguin's is in the middle, seething

     upwards at the grandstanding atop the grate Max.


               Peace and Love and--oh, what I

               wouldn't give to be able to vomit

               upward.  I, I must be getting

               sentimental.  So many fools in

               Gotham City and I only want to kill

               one of them, and it's not even

               Batman.  I despise Max Shreck more

               than the city itself, because he

               is the city itself.  He wants

               Clinches for Christmas?  How about

               smug, powerful businessman turned

               into squealing jelly by

               misunderstood monster.

15   EXT. TOP OF THE SHRECK BUILDING--NIGHT                   15

     The viewer goes from the bottom to the top.  The top

     floor of the building housing the department store is

     a tower of Ivory with a large, friendly sentinel of

     a cat at its tippy top.

     A group of men stand in the window of it, pointing down

     to the Plaza below.

16   INT. MAX SHRECK'S OUTER OFFICE--NIGHT                    16

     The Men staring down at Max are THE MAYOR and HIS

     STAFF.  A Shreck Cat Logo Clock on the wall loudly

     clicks to 7:50.

                             HEAD STAFFER

               Mr. Mayor, how do you think Shreck

               is going to react when you tell

               him "No" on the chemical plant.

               I'm not sure he's exactly heard

               that word before.  He might not

               know what it means.


               Max isn't just Gotham's primary

               business investor, he's my friend.

               My pal.  And he'll respect my

               decision as Mayor...God, my city

               is beautiful.

17   EXT. THE MERCHANDISING STORE--NIGHT                      17

     The multitude of ticking Batwing clocks click toward

     seven o'clock.  TWO BEAT COPS roam up before the window.

                             BEAT COP ONE

               So the woman said she felt a cold

               clammy flipper on her neck.  When

               she awoke, she saw this thing with

               a nose that...

                             BEAT COP TWO

               Man, no more Penguin stories.  Let

               Batman worry about it.

     A LURID VOLUPTUOUS WOMAN with a massive Cindy Crawford

     mole times 90, in a long coat, sashays toward the uncom-

     fortably transfixed cops.  She holds a large open compact

     over her face and pulls out some lipstick.  From out the

     back of her coat, two PYTHONS slide down the backs of her


18   INT. MAX SHRECK'S CONFERENCE ROOM--NIGHT                 18

     The Mayor and his staff scurry behind Max as he pushes

     open an imposing set of tall doors revealing his confer-

     ence room in its tech-noir splendor.  On the wall are

     the words SHRECK CORPORATION and a logo of the friendly

     cat, along with a teletype that blows stock numbers by

     at an amusingly-impossible-for-a-real-human-to-read rate.

                             MAX SHRECK

               Sorry to keep you waiting, Mayor.

               How's the family?  And your

               dachshund?  King is his name, no?


               Uh, fine.  We're all fine, well,

               actually the vet says my dog...

     Max slides open a piece of an oddly O-shaped conference

     table and goes on to a bizarre chair in the open middle

     --part sci-fi, part Dentist.  Max electronically spins

     the chair to whoever he addresses.  Everyone hustles into

     seats around him.


               How interesting.  You remember my

               assistant Selina Kyle, and of

               course, Chip.




               Gentlemen, I have the feeling we're

               about to make some serious cabbage.


                      (gulping courage)

               Before we get started, I was

               wondering if we could address the

               Education Initiative...

     The men at the table gaze to Selina in dumbfounded

     silence.  Max smoothly breaks it.

                             MAX SHRECK

               Before "we" start, I think our

               coffee needs to be addressed.



               Double Expresso pour moi.

     Selina gloomily backs out the door to the calls of "Me

     too", "Make mine a cappuccino" and "Do you have Decaf?"


               But uh...

                             MAX SHRECK

               Selina.  Go away.  Do not fret,

               gentlemen, if our meeting goes

               well, I'll let you watch me spank


19   INT. OUTER OFFICE--NIGHT                                 19

     Selina cringes at the subsequent laughter as a gleeful

     Chip slams the door behind her.  Alone, by her desk,

     Selina begins to bang her forehead with the palm of her



               You stupid corn dog.  Corn dog.

               Corn dog.  Corn dog.

     She sullenly scribbles "Obey" on a post-it pad which

     she then sticks on the edge of her computer beside a

     garden of other girlishly masochistic post-its like

     "Don't Have a Sense of Humor," and "Save it for your

     diary,".  She sadly gnaws a piece of licorice from

     a package labeled MAX and sighs out ther window to get a

     strange glimpse of a GIANT, WRAPPED, RED-BOWED PRESENT

     puttering between two buidings.

20   INT. THE CONFERENCE ROOM--NIGHT                          20

     Max spins to the Mayor.  A Digital wall clock pings to


                             MAX SHRECK

               Barring anymore aggressive

               embarrassment, I'd like to set a

               start date for the construction

               of my chemical plant.

     The Mayor coughs into a response that must have sounded

     better during its bathroom mirror practice.  Max

     confidently rises.


               Max Shreck, my friend, you're the

               pillar of this community.  Pillar.

               There is no citizen whom Gotham

               values more.  No citizen.  Your

               buildings, your stores, your

               factories, your oil wells, your


                             MAX SHRECK

               Your point?


               I've got to refuse permission on

               the chemical plant construction.

               Those environmentalists have

               really been on my back.  I just...

               I'm so sorry, I'll make it up to

               you, I'll...

     His back turned to his guests, Max's pleasant demeanor

     chills into a look of horror; his smile gone for the

     first time.  His naked glare of betrayal dies into a

     calm three second blink.

     Keeping his voice barely under control, he comforts the

     sighing-in-relief Mayor and his staff.  While speaking,

     Max reaches to an open MUSIC BOX THAT PLAYS NO MUSIC.

     A ballerina figure typically spins on top, but an odd

     arrangement of needles stick out of the exposed innards

     of the box.  Max twists one of the needles.

                             MAX SHRECK

               Please, Mayor, don't drool.  Or

               apologize.  I appreciate your

               honesty.  I mean, it is not the

               first time we have had a


                      (turning and smiling)

               Golly, actually it is, isn't it?




               But I'm sure it's going to be

               the last time!

                             MAX SHRECK

                      (clenched teeth)

               You're right.

     Max's shuddering is distracted by the noise of a wowed

     crowd outside his window.  Everyone bounds up to peek


21   EXT. GOTHAM PLAZA--NIGHT                                 21

     The Gargantuan Christmas Present is rolling into the

     Plaza.  Gothamites continue to gasp in wonder.

                             THE ADORABLE LITTLE GIRL

               It's the mostest prettiest thing

               I've ever....

22   BY THE WAYNE ROLLS ROYCE--NIGHT                          22

     Alfred gives his wrapped dinosaur a last fierce and

     painstaking push to get it into his trunk.  Slamming the

     trunk hood down, Alfred looks to the big present.  He

     is wary.  The alarms on the nearby store's Batman clocks

     go off at seven o' clock.

23   INT. SEWER--NIGHT                                        23

     Hearing the excited murmurs of the crowd above, Penguin

     grins and barks into his headset that has the

     meticulously crude flavor of a Renaissance contraption.


               Deck the halls.

24   EXT. THE PLAZA--NIGHT                                    24

     One can make out motorcycle wheels churning beneath the

     box and even some moving feet when suddenly the front

     of the box tears open.  With a rebel yell, the sour

     creme de la creme of the GANG of SURLY CARNIVAL DENIZENS


     crowd, including the All-American Family.  A pack of

     disturbingly leathered and helmeted BIKERS on Demonhead

     motorcycles with spiked-for-ice wheels joybuzz forth.

25   EXT. THE MERCHANDISING STORE--NIGHT                      25

     The Lurid Woman snaps down her compact to reveal she

     has lipsticked a red triangle over her left eye.

                             BEAT COP ONE

               The Red Triangle Circus Gang!

     The Beat cops freak and reach for their guns, only to

     each find a python slithering up their leg.

26   EXT. THE PLAZA--NIGHT                                    26

     Also scrambling out are TWO SNEERING BALD MEN, who wear

     massive BLADE TIPS encrusted atop their bare skulls like

     Industrial Mohawks.  A ragged SWORD SWALLOWER struts

     forward tugging an excaliber from his salivating mouth.

     A YOUNGER SURLY PUNK appears wearing a lightly smoking

     neon sign, blinking the word CIRKUS, as a humongous

     chain necklace over his chest.

     A STRONGMAN COVERED IN TATTOOS swipes the precious purse

     of the Adorable Little Girl and swallows it in one gulp.

     An appearing Alfred pushes him away and races off with

     the Little Girl.

     The Carolers flitter off, shell-shocked.  They absurdly

     continue to sing their carol in a frightened tone of


     The last one to emerge from the surrogate Trojan horse

     is a scowling creep in RINGMASTER garb--long black

     boots, tight white pants, along with a flowing scarf.

     He wears painted red triangles over his entire face and

     atop his head is the same bizarre headset Penguin wears.

     He casually elbows Santa to the ground.


               Ringmaster to Penguin.  They love

               the present.  My gang won't let

               you down.

27   INT. THE SEWER--NIGHT                                    27

     Penguin savors the bedlam, dancing to the shrieks.

28   EXT. THE PLAZA--NIGHT                                    28

     The Batman sled slams against a police car windshield.

     A disgruntled COMMISSIONER GORDON sputters out into

     his radio.


               What are you waiting for?  Turn

               it on!....Turn on the Light.

29   EXT. THE GOTHAM SKY--NIGHT                               29

     THE RENOWNED BAT BEACON blazes onto the edge of the


30   INT. WAYNE MANOR--NIGHT                                  30

     The Bat Beacon can be seen through an elegant mansion

     window.  Its reflection is picked up in an ornate mirror

     in the massive living room and then followed to another

     strategically set up mirror.  The reflection glows

     against the face of a sitting-in-darkness Bruce Wayne.

     He moves out of the light.

31   INT. THE SEWER--NIGHT                                    31

     Penguin gazes through the grate to behold the beacon in

     the sky.


               Well, it's about time.  Ooh, I'm

               so scared.  Come on, Batman, you

               posterboy sell-out.  I'm the real

               thing and you're just a gym

32   EXT. THE PLAZA--NIGHT                                    32

     A fleeing Ice Princess shoves an Elderly Woman to the


     Various Red Triangle Circus Gang members sack the out-

     skirts of Shreck's department store, swiping goods and

     rearranging the window displays in obscene fashion.  The

     head of a Mrs. Claus mannequin is belted into an oven.

     The Massive Teletype reads:  TIS THE SEASON TO BE


     TERRIFYING CLOWNS scramble atop some wheeled Scaffolding

     (that houses the stage lights) and thunder quasi-antique

     artillery into the Christmas tree, blasting off ornaments

     and lights.  The Knifeskulled Men savagely bow down and

     cut cables running up to the tree, cutting off its

     brilliant light.

     The Massive Teletype reads:  FA LA LA LA LA ---- LA LA LA


33   INT. THE CONFERENCE ROOM--NIGHT                          33

     The Mayor drops his jaw along with the other men at the



               Oh beautiful, I'm going to get

               blamed for this.

34   EXT. THE PLAZA--NIGHT                                    34

     Ringmaster and some of his co-horts stand back and laugh

     at the chaos.  Their mirth is slowly strangled by the

     dreaded sound of a supersonically humming engine.  The

     Innocent and the Profane stop beating and being beaten

     to look to the increasing engine noise.

     The Batmobile rockets toward the viewer, the bat beacon

     reflecting off the windshield.  The viewer's viewpoint

     moves through the windshield to face the harshly concen-

     trating BATMAN!

     Making its megagrand entrance, the Batmobile plows

     through the gargantuan, opened present, shredding it to


     Batman slams down a lever.

     Oblong strips of the Batmobile sprout out from the

     vehicle's sides, like wings, to ferociously trip up

     darting past bikers and viciously lovetap various

     carnival hoodlums into spiraling upward unconsciousness.

     Many Red Triangle Circus Gang Members, snarling minutes

     before, run away in hysteria.  The Sword Swallower re-

     devours his sword and the Lurid Snake Charmer Dame

     scoops up her pythons.

     The Terrifying Clown gunmen fire frantically down from

     the scaffolding as the Batmobile rams the wheeled

     platform from the back and drives it closer and closer

     toward the Batman merchandising store.  THUGS IN NOVELTY

     NOSE AND GLASSES fulminate bullets at the back of the

     buffeting Batmobile.

     Batman brakes the Batmobile.  The Inertia-ed Scaffolding

     fiercely slams into the store, sending the Terrifying

     Clowns violently smashing down upon the memorabilia.

     Batman twists a square black Knob.  A powerful STEEL

     JACK-TYPE DEVICE jets out the bottom of the Batmobile and

     barber-seats the vehicle up off the ground.  The

     Batmobile does a sharp 180 degree spin on the jack to

     face the firing thugs.  Batman re-twists the knob.  The

     jack slams back up into the Batmobile as the vehicle

     charges toward the novelty Bespectacled Gunmen.

35   INT. THE SEWER--NIGHT                                    35

     A Bashed Gunmen slams down upon the sewer grate into the

     suddenly depressed Penguin's viewpoint.


                      (into head-set)

               Batman!  Who invited him anyway?

               Ringmaster, don't panic!  Just

               remember he's just some guy with

               a better costume.  Complete your

               mission.  We caused this chaos

               for a reason!  To get Max



     Ringmaster dashes off toward the Shreck building, waving

     along the Neon Necklaced Punk, and the Knifeskulls.


               Oh yeah....Come on, men, we

               gotta get that Shreck guy.

     With a cackle, the CIRKUS flashing punk gives a STRAY

     BLACK CAT an arching kick.  The cat lands on his feet,

     giving the passing gang members a means-business glower.

37   EXT. INT. THE BATMOBILE--NIGHT                           37

     With a joystick, Batman raises out a Gatlin-style gun,

     from the Batmobile, that fires out a wild, artistically

     modulated set of steel pieces, chunks, and arrows.  With

     ridiculous precision, the steel projectiles slam through

     the spokes of the terrorizing motorcycles upending them

     and their riders into nasty convulsions.

     Batman focuses upon the Tattooed Strongman angrily

     chasing Alfred and the Little Girl.  He maneuvers the

     joystick that controls the steel spewing apparatus.


               Alfred, you rogue...

     A steel star thunks into the back of the Strongman's

     head, crumpling him to the ground.  Alfred stops to

     broadly beam at the passing Batmobile.

38   EXT. BEHIND THE STAGE--NIGHT                             38

     Batman steers behind the stage and bounds out.  He

     activates the security cloak over the Batmobile.

39   INT. THE SHRECK CONFERENCE ROOM--NIGHT                   39

     The Mayor beams.


               I'm gonna get credit for this!

40   INT. THE OUTER OFFICE--NIGHT                             40

     A spooked Selina turns from the window to the sight and

     sound of the outer office doors heaving in and out from

     unseen ramming.  She swerves toward the conference room.

     A bullet neatly destructs the left heel of her high heel


41   INT. CONFERENCE ROOM--NIGHT                              41

     Everyone freezes toward the commotion going outside the

     tall conference room doors.  Chip takes off and folds

     his blazer, with a laugh of superiority.


               Gentlemen, don't be afraid.

     He cockily strides toward the noises when the doors slam

     open, crunching him out cold.  Ringmaster and company

     scramble into the room.  Neon Necklace is holding


                             MAX SHRECK

               Gentlemen, let's be afraid.

                      (regarding inert


               Somebody is not getting a

               Christmas bonus.  Good help is

               hard to...I'm sorry, can I help



               Definitely.  We're here to

               kidnap the man who runs Gotham



               Oh no, please....

     The Mayor and his staff break for the door.  The

     Knifeskulls shove their skullblades against the necks of

     two of them.  Neon flicks out a cumbersomely quirky stun-

     gun that has a stream of laser going from one skull

     ornament on one side of the gun to another skull on the

     other.  He stuns the Mayor to his knees.


                      (laughing, into


               Did you hear that?  The Mayor

               thought we were talking about


42   INT. THE SEWER--NIGHT                                    42

     The Penguin squawks in laughter.


               Priceless!  Tell Max he's raw

               scuzz and the epitome of the evil

               of banality...

43   INT. THE CONFERENCE ROOM--NIGHT                          43

     Ringmaster shoves on a pair of unusual brass knuckles.

     Protruding out of each knuckle is a small red fluid-

     filled syringe half.


               Max, you are raw scuzz and the


                      (to headset)

               What was that second part?

44   INT. SEWER--NIGHT                                        44

     Penguin quietly simmers.


               Pinhead.  Just.  Lock away the

               Mayor.  And bring Max down here


45   EXT. THE PLAZA--NIGHT                                    45

     With a loud crack, Batman head-butts a rising up Biker

     back down to the ground.  A gauntlet of drained

     bystanders and snapshooting Tourists cheer.  Commissioner

     Gordon sidles up beside Batman, huffing to keep pace

     with the determinedly walking forward hero.


               Thanks for the assistance,


                      (with a good-natured


               Thanks for doing everything and

               making us look like idiots.  So

               it's the Red Triangle Circus Gang.

               Three years ago, their carnival

               went out of business and...


               I know who they are.  They've



               The leaders are in the Shreck

               building.  The Mayor and Max

               himself are up there.  Do you

               need any...




               But you can't just...



     Batman quickens his pace, leaving Gordon and his words

     behind.  He gives Alfred a subtle smile on his way to the

     Shreck building.

46   EXT. BEHIND THE STAGE==NIGHT                             46

     Another straggly squadron of Carnival creeps, including

     the Dwarves, ninja out from under a manhole and crawl

     toward the Batmobile.


     RAGS, and with a dirty bandage over one eye, climbs

     atop the Security cloak with a fascinatingly crude laser


     The waif dexterously jimmies the laser and with a whoosh,

     the shield sputters off.  Everyone eerily commences snap-

     ping pictures including the Penguin, poking his head out

     of the manhole.


               Oh Batman, what you don't know,

               won't hurt me...

47   INT. SHRECK BUILDING HALLWAY--NIGHT                      47

     Neon Necklaced Punk holds his aggressively unique stun

     gun on Selina, pushing her down the hall.  She awkwardly

     hobbles on one heel.

                             NEON NECKLACED PUNK

               Move it, low-life secretary...


               I prefer low-life assistant,

               thank you.  I probably should

               just shut up, but you know, this

               was a very serious pair of shoes

               you ruined.  Couldn't you have

               just been a prince and broken my

               jaw?  My body will heal, but this

               was the last pair left in my


                      (with revealed


               Oh, and next time, Scooter,

               remember to shoot the other heel.

     With her existing heel, Selina slams out into Neonpunk's

     knee, knocking the stun gun out of his hand onto a nearby

     carpet and him to the ground.

     He seethes in sync to his flashing Neon necklace then

     bolts up toward the stun gun on the center when suddenly

     the carpet is viciously pulled out from under him,

     somersaulting him into a vivid sparking heap.

     Selina breathlessly turns to see Batman at the end of

     the carpet.  He begins to roll it up, semi-oblivious to

     Selina's tentatively delirious verbiage.


               Cheap but effective.  How are you

               with pies and banana peels?

               There's more of them, coming

               around....Like the carpet, huh?

               A collector?  Wow, the Batman--

               or is it just Batman.  You look

               a lot better in person...I,



               Nice shoes.

     Batman hands a stunned Selina the stun gun and hoists up

     the rolled-up carpet, charging off.

48   EXT. BEHIND THE STAGE--NIGHT                             48

     The Batmobile's hood is up and its doors are open.

     Penguin's disciples continue to whisk around the

     Batmobile like paparazzi, flashing their cameras.

49   INT. ANOTHER HALLWAY CORRIDOR--NIGHT                     49

     A convoy lead by the two Knifeskulls swaggers out from

     Shreck's office.  Ringmaster holds his syringe knuckles

     against Max's neck.


               How does it feel to know you're

               going to...


               Please...You're a pimple and I'm

               a respected face.  I give you five


     The rolled up carpet whooshes up in the air and smack dab

     impales itself on the blades of the Knifeskulls, locking

     them together.  Batman, with a fist a piece, violently

     bashes them over.


               Make it two.


               You really think you can take me

               down, Mr. man-bat?




               One move and...

     Batman gunslingers out his grapple speargun.  The wired

     hook deftly smashes the syringes off Ringmaster's

     knuckles.  Red fluid from the syringes splashes onto

     Ringmaster's hand.  He howls and hobbles as Batman

     saunters toward him, reeling in his gun.



     In one swift-straight arm gesture, Batman shoves the

     Ringmaster's skull into the wall, cracking the headset

     with a quick whine.

50   EXT. BEHIND THE STAGE--NIGHT                             50

     Penguin furiously yanks off his now also whining headset.


               Imbeciles.  I knew I should have

               hired a better gang... Hey, it's

               a wrap.

     Penguin's people stop their shutterbugging.  The

     Batmobile hood is slammed shut and the Waif reactivates

     the security shield as the gang scrambles back into the


51   INT. THE HALLWAY--NIGHT                                  51

     Ringmaster finally collapses out of the wall.  Batman

     steps before his dropping body.  Max reaches out for a

     firm handshake.

                             MAX SHRECK

               Batman.  You certainly live up to

               your hype.  I hope I am not being

               overly immodest in saying that

               this is your finest hour.  By

               saving me, you have saved the



                      (bustling up)

               Good evening, Caped Crusader!  I

               never tire of watching you work.

               With me in the front office and

               you on the streets, we are one

               unstoppable crimefighting team.

                      (to Max)

               Let's get some shots of the three

               of us...

     The babbling Mayor is silenced as he turns to see that

     Batman is nowhere to be seen.

52   EXT. THE SHRECK BUILDING--NIGHT                          52

     An exhausted, quivering Selina wobbles out of the

     building with a sigh.  She compassionately bends down

     to the black cat that was kicked earlier and picks it

     up.  She shambles out through the devastation that was

     once a winter wonderland.

     Max and Chip next saunter from the building, politely

     beaming to snapping flashbulbs.  Max shakes some more

     hands and accepts some congratulatory arm squeezes.

                             BIX CARBONDALE

               How do you feel, Mr. Shreck?


               Boy Bix, I just want to curl up

               with some cocoa and watch this

               craziness on the news.

     The bystanders and camera crews chuckle as Max and Chip

     march off toward the Shreck limousine.  Max's smile de-



               I'm in a bad mood.  Remind me to

               take it out on everyone.

     Stepping forward to the limo, Max and Chip FALL THROUGH



     Selina lowers a dish of milk to her new cat, calling



               Honey, I'm home!.....Oh that's

               right, I'm not married.

     She wearily laughs at her private joke then takes in a

     view of her 90's quaint, too-protectively-feminine apart-

     ment -- pink carpet, a neon "HELLO SELINA" on the wall,

     a meticulously ornate doll house, a cactus in a pink pot,

     a sewing-needles-in-progress quilt, a paltry Christmas

     tree, and a pretty embarrassing assortment of stuffed

     animals.  The cat purrs.


               What did you just purr, Miss Kitty?

               "How can anyone be so pathetic?"

               Yeah, well, takes years of hard

               work, unappreciated hard work.  At

               least I got to meet Batman, eh?

     She absently triggers her new stun gun on and off then

     raises up a tiny remote square and fires it at her

     answering machine.  As the voice of a STERN MOTHER fills

     the air, Selina tidys up her place.  She retrieves Diet

     Cola cans and Shreck Yogurt cartons passing childhood

     pictures of a YOUNGER HAPPIER SELINA on a trampoline, on

     a horse, and on the side of a mountain.

                             STERN MOTHER'S VOICE

               Selina.  This is your Mother,

               just calling to say Hello...


               Yeah, right...."But..."

                             MOM'S VOICE

               "But" I'm disappointed you're not

               coming home for Christmas.  I was

               looking forward to discussing your

               life.  I mean really, why you

               insist on living in Gotham City


     Selina casually squeezes up her remote to fast forward

     the machine.  As the Cat compassionately snuggles up

     beside her to the sound of her lame boyfriend, Selina

     kneels down to do some minute tooling on the rooms of her

     precious doll house.

                             LAME BOYFRIEND'S VOICE

               Selina, about that Christmas

               getaway we planned, I think we

               should break up inst>

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nymore to say I need a woman who's going to treat me like a hero, not a zero. I... SELINA (hurt fast-forwarding) Wow, the party never stops on Selina Kyle's machine? I guess I should have let him win that racquetball game. Selina clomps into her kitchenette and turns on a faucet that wildly sprays out in all directions as her own voice comes on. SELINA'S OWN VOICE Hi Selina, this is yourself calling. I'm reminding you that you better have brought home the Bruce Wayne file to work on, because Max Slavemaster is meeting with him tomorrow. Wet and angry, Selina drops her remote and instead fires her stun gun on the answering machine, shutting it off. She again starts banging her forehead with her palm. SELINA The File. You stupid corn dog. Corn dog. Corn dog. Corn dog... (putting on coat) You black cats are for real, aren't you? 54 EXT. THE GROUNDS OF THE OLD GOTHAM ZOO--NIGHT 54 The viewer plunges through the decrepit gates of a stag- gering, abandoned zoo--a centerpiece of a perverse World's Fair of another world. Snow-covered cages and pits that seem more terrifying empty than if filled with ferocious beasts. The viewer connects up with a determinedly trotting, RATTY, SPIKY-HAIRED POODLE, wearing a strange pair of goggles. The Poodle's hair rises as he passes A SEEDY AND DECREPIT, BUT IMPRESSIVELY MAMMOTH AND COMPLEX POWER STATION, that crackles with frayed wires. The Poodle swerves before a rickety rollercoaster that has three shoddy and malignant, Animal-motifed carts put- tering up different stages of the dilapidated track. An aberrant cross section of brids ride on one of them. The Poodle swings toward the light of a cave lined with sparkling snow and ice and into.... 55 INT. PENGUIN'S LAIR--NIGHT 55 The Lair where the Penguin baby found his home is now seen to be less dark, but still overpoweringly dramatic and bizarre. The track of the zoo's rickety roller- coaster curls through the grotto. The cart full of birds rumbles through with its winged passengers flying off to join others flapping around. A large squalid cage. Strange scaffolding half covers an enormous "Mission Control" panel that has been hodge- podged together with the flagrantly weird, idiosyncratic technology. Actual penguins of every size (except the gray bellied Emperors) heedlessly horseplay in the icy moat. The Ratty Poodle takes his place at a large block of ice that serves as a conference table. Gabbing around the table are the familiarly bonechilling survivors of the Unwashed Carnival Creeps. Everyone shuts up and goes into a standing ovation as Penguin rides out of the lair's vast, gaping sewer pipe in his Rubber Duck that now acts as a boat. The Tattooed Strongman is holding Max Shreck and Chip in behind him. PENGUIN We have distinguished guests. Please make them feel at home... The Circus Creeps go into shouts of "Boo" and "Can we torture them now" while pelting snowballs, ice airplanes and novelty gadgets at the beleaguered businessmen. Max begins to sit down at a chair at the end of the Ice conference table. Dwarf One pulls the chair out from under him. Max crashes to the ground. The gang explodes in laughter and the dwarf does a cute little bow. The moodily pondering and freezing Max cautiously reseats himself. Chip makes a break. The Bearded Lady breaks off an Ice stalagmite and knee-caps him to the ground. As Penguin snarls at Max, he is handed an array of sadis- tic umbrellas, which he casually tries and discards. One shoots out a flame, one pokes out a sword tip, one causes a goofy spinning hypno-vertigo swirl effect, another shoots a blast acid that melts through the middle of the table. Max loses composure, shivering and sweating. PENGUIN Up there, Max, you're the master of Gotham City. Down here, the poodle gets a better parking space. You see, I hear your speeches about protecting the community, then see you dump toxic waste into the sewers. I listen through a sewer grate to you promising one thing, then see you through a ventilator shaft doing another thing. Don't get me wrong. I got nothing against being a two- faced weasel, or even dumping toxic waste -- Stuff works good on rat bites... MAX Oh really, I didn't.... PENGUIN Shut up. It's just, why do you get to be a man of the people and I have to be the boogeyman. It's not fair! A SMALL PENGUIN BIRD wobbles atop the table and stops to squawk-babble at Penguin. PENGUIN You can say I'm jealous. You can say I'm bitter. In ten seconds, you're going to say a lot of things... in a high pitched voice... (swerving to little penguin) Wha-a-a-t! (listening) Oh....Try the closet in the back of the lair. The penguin wobbles away. Penguin tentatively growls back at Max. PENGUIN I....I lost my place? MAX You were implying that I will be screaming in a high pitched... PENGUIN Yeah, but don't worry, Max, I'm not going to kill you. I'm just going to freeze you for 200 years until they find a cure for rich uppity snob powermongers. (good natured laughter) I'm only kidding....I'm going to kill you. Lighting up a cigarette in a cigarette holder much like his father's, Penguin moves forward with the sword umbrella. Everyone else at the table pulls forth a perverse weapon. A particularly large bead of sweat rolls down Max's face. Coming out of a sage three second blink, Max regards the cigarette holder then reaches out with his tongue and licks off the bead. MAX You're not going to do anything to me, Penguin. PENGUIN Oh, I'm not? Okay, well, if you put it that way. Jeepers. Penguin rears back for a decapitating swing. MAX Why fight the power, Penguin, when you can become it. Penguin slightly lowers his malevolent pose. Max stands up and speaks faster. MAX You despise the way this city is run. So do I. Tonight, the current Mayor.... disappointed me. I'd like to see more of a... free thinker in his place. PENGUIN Me? The New Mayor? In case you hadn't noticed, I'm a mutant with a bad temper. MAX You're too hard on yourself. Gotham has no conception of Morality, only Celebrity. This city loves visuals. Look at Batman. Any other city and he would be in an institution or our there doing singing telegrams. Here, he is a hero. You and the Mayor standing at the same podium -- I know where I'm aiming my camera. Penguin lets his umbrella sword drop to the floor. Sensing Penguin's change of heart, the Circus Creeps re-conceal their weapons. An aching Chip stands beside Max. PENGUIN Me? Mayor? I could walk down the street and no one would laugh at me or throw a big object at me? Or make one of those jokes like, "Did you hear that when Penguin was born, the doctor came out and the Father asked 'Doctor, doctor, is it a boy or a girl?' The doctor says "Guess again." A Whinnying Clown laughs at the joke. Penguin, with swift nonchalance, picks up one of the umbrellas and slams the Clown back over his chair. Penguin glances down to a stream of Da Vinciesque (One is of the big red present). PENGUIN I could get Respect....would I have to give up my hobbies? MAX Terrorizing innocent people and committing heinous felonies? Not at all. In fact, they'll come in handy. PENGUIN It all sounds divine. Where do I begin? MAX (starting to sit) Anywhere but here. I think you've mature past the Old Zoo hideout/ Lair thing. Let's talk about... 56 INT. MAX'S CONFERENCE ROOM--NIGHT 56 Max finishes sitting down, and his sentence, in his groovy chair in the middle of his conference table. Penguin stands on the table, being tugged into a full tuxedo outfit by an Ultra-Stylish-and-Polished-to-the- point-of-instantly-loathesome Man and Woman named PUNCH AND JULIET. They smoothly fling hats and accessories on and off the perplexed but flattered freak. MAX ...the new Penguin. The horrifying monster aspect of your personality has been well communicated. My image consultants Punch and Juliet are going to bring out your more Mayoral smile. PUNCH We love a challenge. Juliet, the monocle? Too much? PENGUIN Oh how wonderful I... JULIET Stand still. And keep the umbrella. It works for you. White gloves over a cringing Penguin's webbed hands. PENGUIN These things really necessary? They're so warm...Mr. Shreck said Gotham likes visuals. PUNCH Gotham does like visuals, but whoa, Pengo, come on... JULIET Not a lot of mirror action down in the sewer I see... PENGUIN Hey, you post-yuppie-modern punks... MAX Is there something we can do with his name?..."The Penguin"...I mean, no offense... PUNCH Hear ya. Our computers came up with..."Oswald Cobblepot." JULIET Unapologetically quirky, but dignified. PENGUIN (touched) A real name....Oswald Cobblepot. It's as sweet as cotton candy on a walrus's belly. PUNCH M-m-m-m. Good analogy. Tomorrow the Mayor is going to hold a press conference to say that you are a slimy menace trying to tear the city down into your private hell. JULIET You're going to prove to the people and the media that he is wrong. PENGUIN But he's right... MAX That, is beside the point. I do not seem to be getting across the whole dual nature thing... PENGUIN Relax... (malignant) By night, I will cause deviously demented crimes that will put the city into a foaming frenzy. And Batman into a retirement of putting kids on his lap at car shows. (holy) By day, I'll cry out to the public that I'm the only brave soul who can come in and stop this wave of deviously demented crimes. In a way, I'll be the most honest politician who ever lived. MAX By George, I think he's got it. Punch and Juliet, leave an itinerary for tomorrow. Punch, Juliet, and the decked-out Penguin hop off the table. Chip hobbles up to give Penguin an enormous money bag. Punch and Juliet give him a file and a cheek kiss, before strutting off. PENGUIN Wow, a non-sexual kiss from another male. I feel so hip. And Juliet, you don't think she'd ever, if she was really drunk... MAX (rising up) The money is to help with the campaign. PENGUIN I mean, like really blotto... MAX I'll be giving you a checkbook so you can pay off and keep in line the Red Triangle Circus gang and the rest of the city's scumbags that you use for your crimewave. I want this chaos to be organized ....Mr. Oswald Cobblepot. Penguin squawks and gives a cringing Max a vigorous hug. PENGUIN Oh, Max, buddy, to think I was going to torture and maim you... MAX I'm sure going to miss that wonderful laugh. 57 INT. OUTER OFFICE--NIGHT 57 The new Penguin gracefully parades through the outer office. He makes a royal pause before a mirror. He poignantly imitates the reactions of other people. PENGUIN Oswald Cobblepot..."Looking good, Oswald." "Great game Oswald." "Your table is ready, Mr. Cobblepot" "This is hard to say, Mr. Cobblepot, but I think I'm in love with you..." Penguin prances out of the office doors and moves off to the left. Moments later, Selina Kyle huffs in from the right. She goes to her desk and picks up a file labeled BRUCE WAYNE. She allows herself a schwoof smile as Max and Chip emerge from the conference room. She gives off a wee gasp of surprise. SELINA (typically sheepish babbling) Oh wow, you scared...I came back to get the Bruce Wayne file for tomorrow. I put a reminder for myself in my machine at home because I usually check my messages from work, but in all the excitement tonight, I... CHIP She's lying... SELINA Pardonne, Chip...I'm what? MAX Selina Kyle. Did you happen to see who I was chatting with? You see, it's imperative I not be directly connected with this person. SELINA I..didn't..I swear, Mr. Shreck, I didn't see anything. Cross my heart and hope to...Cross my heart. MAX Put yourself in my position. I'm a very respected man in the community. If you're fibbing about how much you've seen and heard tonight, you could run off and hurt me. You've been a very decent assistant, Selina Kyle, but is this a chance I can take? SELINA Yes? MAX (stepping forward) Is your life as important as my reputation? SELINA (stepping backward) Maybe? 58 EXT. GOTHAM STREET--NIGHT 58 The Batmobile putters down a deserted Gotham street. 59 INT. BATMOBILE--NIGHT 59 Alfred's face comes on a screen in the Batmobile. ALFRED (screen) It is about time you came back, you.. BATMAN Soon. The Red Triangle Circus Gang were always just cheap thrillsee>

Transfer interrupted!

ot tonight. ALFRED You do not think there is any truth to this dark lord of the gangs, this evil king of the sewers...this Platypus Man, or whatever he is.. BATMAN Penguin. ALFRED Surely he is cheap tabloid fabrication created to sell papers to people who can't read... BATMAN That's what they said about me. 60 INT. THE OUTER OFFICE--NIGHT 60 Selina begins to leak a couple tears. SELINA What is this? How can you be so mean to someone as meaningless as me...Don't you see, Mr. Shreck, that I am alive in here! I mean, it's not like you can just kill me... MAX Actually, it's a lot like that. Tense silence. Max smirks into a chuckle. Selina quivers out a wary smile and wrist wipes a tear as Max touches her shoulder. SELINA Oh Mr. Shreck, you frightened... Max savagely pushes Selina crashing out the window. 61 EXT. ALLEY--NIGHT 61 Selina swirls downward through shattering glass and snow- flakes with tragic beauty. Her body slam spins around a protruding horizontal American flagpole, before continu- ing its White Christmas journey to the drifted gravel of an alley. Selina's eyes creak open to see the Batmobile obliviously motor past the mouth of the alley. SELINA ...stop...bat..man... Her eyes close again. Selina's New Black Cat, of all creatures, scampers up beside her quasi-corpse. 62 INT. THE OUTER OFFICE--NIGHT 62 Max and Chip looks down through the whistling window. MAX Let the police find her. Make sure the funeral is on me. CHIP She wanted it. Max and Chip stroll off from the window. 63 EXT. THE ALLEY--NIGHT 63 Other cats of every shape, color, and demeanor, from aw- so-cute tabby to violent Tom ramble into view from behind trash cans, boxes, and snow drifts. Hypnotically led by Selina's black pal, the cats creep from every direction toward the female Gulliver. Selina's cat crawls up onto Selina's blouse and begins to breathe into her mouth in an eerie feline C.P.R. ballet. A Siamese whispers in Selina's ear. White powder puff kitties snuggle against the soles of her feet. The malevolently scraggly Tom viciously bites her finger. Selina's eyes fly open. 64 INT. SELINA'S APARTMENT--STILL LATER THAT NIGHT 64 Battered, bloodied, and clutching her stoic black cat, Selina re-enters her apartment. She is the malevolent antidote to her poignantly pleasant early evening and previous life self. She auto-pilots to the sink and turns the broken faucet on over her bloody finger. This time, no water comes out at all. She stares in unmoving, but torrid self-contemplation. Then she explodes into vivid montage: With a black spray paint can in each hand, Selina attacks everything pink and eggshell--carpet, couch, wallpaper-- with brilliant nimbleness. She flings her childhood pictures off the wall and perfectly into a mini-bonfire (that includes her sad Christmas tree) set up on her kitchen nook table. She lustily shoves a stuffed unicorn into her garbage disposal. The carnage of other ex-cute toy creatures are spread about. The black cat races about, purring in delight. Selina unfurls her homemade quilt in a wicked spinning dance. With a sewing needle, she repeatedly stabs her doll's house, annihilating the micro-detailed rooms. In close-up, the rooms seem to be invaded by a giant silver missile. With her bare hands, she sizzlingly tears the neon E-L and A from SELINA, turning the neon HELLO, SELINA into HELLO, SIN. 65 INT. THE NEXT MORNING--DAY 65 As the sun rises through the windows, Selina sits in a lotus position on the floor of her very redone apartment. She is wearing only a pink football jersey which has been wickedly altered with black spray paint. She slides a pristine bowl of milk to her content cat and speaks in a sultry voice. Her Catwoman voice. SELINA I don't know about you, Miss Kitty, but I feel so. Much. Yummier. 66 INT. BATCAVE LABORATORY--MORNING 66 The sun continues to rise over the sleeping, sweating, cocked-back head of Bruce Wayne through a small batcave window. He is leaning on a chair situated before a lab table teeming with beakers and bunsen burners. Flicking away his nightmare like an insect, Bruce immedi- ately re-concentrates on an unfathomable experiment. He pours a test tube of nasty red liquid into a beaker of pleasant blue. It turns into an almost glowing purple solution. Bruce moves off from the table with a stark, black palm-size rectangular object with a computer screen that resembles a malevolent Gameboy. Bruce counts off to five, then stops. At five, the beaker behind him explodes. 67 INT. WAYNE MANOR LIVING ROOM--DAY 67 Alfred is standing on a stepladder stretching ornaments out onto a Christmas tree. He gives an annoyed glance toward a blaring T.V. screen where the impressed-with- himself Mayor goes into a big speech made before a less impressed group of reporters and citizens. MAYOR (T.V.) And Batman said to me, "Mayor, we're not going to let this happen again." (stupidly dramatic) And I said, "You better believe it." Bruce wanders into the living room, punching at his dark Gameboy. On the screen, a red dot eats up a group of white dots. A bristling-at-the-Mayor's-words Alfred stumbles back. Bruce effortlessly palms him back onto the ladder. BRUCE Keep saying to yourself "It's only a T.V. show..." 68 EXT. GOTHAM PLAZA--DAY 68 The bored crowd musters polite applause. The MAYOR'S WIFE, is seated by her droning husband, bouncing a baby on her lap. MAYOR Whether this "Penguin" is ruler of the literal "Underworld" or just an old wives' tale. I tell you as a leader... (motioning to wife and baby) and as a father, that I'm not afraid to..kick a little you know what...heh, heh. The crowd yawns up into some more lukewarm clapping when a gnarling THUG-ACROBAT, in a red cape and tights that have a red triangle across the chest, somersaults onto the stage and snatches up the Mayor's baby. The crowd screams as the Thug-Acrobat effortlessly pivot- kicks the Mayor to the wood and moves to the podium, hoisting the baby like an Oscar. THUG-ACROBAT I'm not much on speeches... so I'll just say "Thanks." The Thug-Acrobat spin-vaults over the podium and full- backs through the crowd with the baby as his pigskin, toward an open manhole. He dives in. As the crowd hustles over, the Thug Acrobat can be heard screaming and fighting. THUG-ACROBAT (O.S.) Oh no, it's the Penguin! Help! 69 INT. THE SEWER--DAY 69 Penguin and the Thug-Acrobat are revealed in the sewer, barely containing their laughter. They shout upward in bogus melodrama, while pounding the sides of the sewer with pipes. The Bearded Lady gently rocks the placid baby. THUG-ACROBAT Penguin, don't hurt me! PENGUIN Take that you scoundrel! Penguin throws down his pipe and palatially mounts his Scissor-Lift apparatus. The Bearded Lady gives him the baby and a blast of breath spray. Penguin raises the baby as if offering it to the gods as the Dwarves crank upward. 70 EXT. GOTHAM PLAZA--DAY 70 With breathtaking theatricality, the baby ascends out of the manhole to the gasps of the crowd. With suspenseful cranking, the baby holding hands, arms, face, and body of Penguin surges out to even more booming moans of wonder. 71 INT. WAYNE MANOR--DAY 71 Alfred and Bruce simultaneously gravitate onto a couch. 72 EXT. GOTHAM PLAZA--DAY 72 Still poising the baby in the air, Penguin promenades forward, parting the gaping sea of faces in Moses fashion. Marching up toward the microphone, Penguin delicately presents the gurgling baby to its grateful Mother and hands his hat and holstered umbrella to the brushing- himself-off Mayor as if the Mayor was a coat-check Eunuch. PENGUIN My name is... Oswald Cobblepot. You call me something else. Bank gets robbed, you say Penguin must have done it. Bunch of Circus Meanies shoot the Christmas tree, children skip school, priests take drugs-- you say Penguin must have told them to. I tell you, I haven't done anything-- and that goes for more than crimes. The closest I ever came to playing a game of basketball was hearing the sound of dribbling on the manholes above my head. The closest I ever came to going to a dance was finding a corsage in a puddle of sewer sludge. The closest I ever came to making love to a woman... well, don't worry, it's way off... Way off...I wore that corsage for a week. Tears roll down the faces fo the moved crowd. Punch and Juliet give each other a thumbs-up sign. Mayor helpless- ly looks to the top hat and umbrella in his hand. PENGUIN I've seen the city from the inside and I can tell you...It is the worst of times, it is the worst of times. I have a terrible feeling, don't ask me how I know, that starting tonight there is going to be a major crimewave. And Mayor, I don't want you to take this the wrong way, but if you can't protect your own baby, there's not a lot of hope for us. Things are going to get a lot worse, before they get better. Unless there is someone who can teach this city how to love. Someone who can remind you just how much you have. Someone like me. The roused crowd explodes into cheers. 73 INT. WAYNE MANOR--DAY 73 Bruce pounds off the TV. Alfred roams back to the tree. ALFRED (dryly) You're not crying. BRUCE I'm not crying. And he's not for real. ALFRED Well, it's certainly the strangest publicity stunt I've ever... BRUCE Publicity for what? I don't know who scared me more. Him or the society he so easily makes a fool of. (darkly) They deserve each other. ALFRED Should I cancel your meeting with Max Shreck this morning. You seem a bit... (to object in his hand) Oh look, do you remember...It's from the Christmas just before Ms. Vale decided to leave Gotham City and... Alfred marvels a sparkling ornament shining VICKI toward a less enthused Bruce. BRUCE I remember. Merry Christmas, Vicki Vale, wherever the hell you are... Drifting off, he sadly throws the ornament, past an alarmed Alfred, into a raging fireplace. A popping noise booms out. 74 EXT. GOTHAM PLAZA--DAY 74 Ornaments on the humongous Gotham Plaza Christmas Tree pop and explode as well. A REPAIRMAN shouts for the power to be turned off and it is. Other MECHANICS hustle about the tree. Bruce Wayne gazes at this hapless exercise and takes in the rest of the sweeping and clearing of last night's debris. He swings toward the entrance of Shreck's department store. 75 INT. INSIDE THE STORE--DAY 75 Bruce roves through the hectic department store interior, visually inhaling the store's tacky decorations, its Batobilia wearing child patrons rattling loud toy Uzis, and its awesomely poisonous Chipmunk muzak. Depressed, Bruce reaches the elevator. 76 INT. OUTER OFFICE--DAY 76 Max and Chip give deadpan stares out the shattered office window to the empty patch of snow in the alley below. Snow has wisped into the office. MAX Hmmm, I hope nothing unduly icky happened to her. Devoured by homeless reindeer, or perhaps... Bruce. BRUCE Max. Interesting air conditioning. Bruce Wayne enters into the office for a firm handshake with Max, eyes drifting to the splintered window. CHIP Yeah, bunch of those crazy Circus punks were throwing rocks and... BRUCE No. No glass on the inside. MAX Interesting. 77 INT. CONFERENCE ROOM--DAY 77 Bruce eases into a chair at the circular conference table. Max paces around him. MAX I would offer you coffee, but I am afraid my assistant is using her vacation time. Death in the family. BRUCE Had some excitement here last night... MAX You don't know the half of it...My first experience with Batman. Have you ever... BRUCE No. What did you think of him? MAX Hell, I thought he was terrific, saved me from a bunch of hyenas with knives on their heads. Little on the quiet loner side. We didn't exactly go out for drinks. I wonder if he works parties... You know I'm doing the masquerade thing again this year. Bring Vicki... BRUCE We're still not seeing... MAX Ouch. Vicki was too good for you. You need a woman with those same moody interests you have... BRUCE (chuckling) Sounds pretty frightening. Bruce loses his smile to get serious. BRUCE I'm not coming in on the chemical plant. It's an environmental joke and you know it. Besides, I'm told the Mayor... Going into his Hyde mode, Max turns to his Music Box and again begins to abuse it, this time by poking a sharp instrument through the body of the spinning ballerina as he speaks. MAX The Mayor problem is being dealt with. Bruce, when are you going to drop the high and mighty philanthropist routine... BRUCE Max, I'm out. We sit on the same boards and panels together, but come on, we're different. You got yourself a cute little kitty as a logo because those creepy market research handlers of yours said it would give you a friendlier public image. But Max, I know you, you're a tough businessman and no offsense, not very cute. MAX (to ringing phone) ...hold that thought. 78 INT. PENGUIN'S CAMPAIGN HEADQUARTERS--DAY 78 A large mock-up drawing of OSWALD COBBLEPOT FOR MAYOR is being tacked on a wall of the top level of a warehouse/ loft. The Circus Spooks are roughhousing about. The Tattooed Strongman is twirling a barbell while a Steely Garish Dame aggressively engraves a tattoo of a screaming Batman onto his chest. The viewer finally comes to Penguin barking into an all- white phone in an all-white (except for some bizarre hanging Suesslike cages filled with birds) Iglooesque office space. PENGUIN Maxwell, my man, how's it hanging? I had that crowd in the web of my hand. I bared my soul and they liked it! Whoever said the Truth is the Ultimate Lie wasn't lying ...Is this a bad time, pardner? 79 INT. CONFERENCE ROOM--DAY 79 Max grimaces a smile of pain. 80 INT. PENGUIN'S OFFICE--DAY 80 Pengiun covers his mouth with an agonizingly gleeful squawk. PENGUIN Oops, sounds like I should of called to say I'd be calling. Blink once for yes, Blink twi--Ha! But seriously, Max I... At a window in the headquarters, outside Penguin's office, a pressed together band of the sideshow brigands gaze down to PEDESTRIANS at a lamppost across the street, who intermittently press a round Walk/Don't Walk button attached to the lamppost. Each time, a varied Gotham citizen presses this button, a new number lights up on a Scoreboardish device next to a stationary number of 70. The current number is 65. LURID SNAKE CHARMER Mr. Cobblepot, you better hurry, there's only eight more to go! Penguin lights up at her words, and hurries along Max. MAX Well-Max-sorry-to-bother-you-for- the-inconvenience! It-won't- happen-again-real-soon! Sayonara- mon-capitaine! May-your-days-be- filled-with-Bon-Voyagees. 81 INT. CONFERENCE ROOM--DAY 81 Getting comfortable, the deceptively chattering Max makes daring eye contact with Bruce. MAX Oh now, what's the hurry, "pardner"? I just think we have to keep a low profile on our hostile venture. Did you get my special gift for the employees? 82 INT. PENGUIN'S OFFICE--DAY 82 Penguin antsily holds up a mighty stack of checks labeled Cobblepot Campaign Fund. He whimpers, stretching his phone cord as far as it can go, unsuccessfully trying to jockey a glimpse out the window. PENGUIN Special gift? That's secret code for the checks, right? Got 'em right here! You're the man! You're the guy! Golly, you must busy as a bee during a visit from the Queen so I'm gonna go... 82A EXT. LAMPPOST OUTSIDE HEADQUARTERS--DAY 82A An OBNOXIOUS LITTLE BOY skips up to the lamppost and then presses the button three times... 83 INT. HEADQUARTERS--DAY 83 67, 68, and 69 light up next to the 70 as the watching Penguin henchpeople let out an "OH" in cadence of each press. DWARF ONE One more! 84 INT. THE CONFERENCE ROOM--DAY 84 Bruce looks away to give a disturbed glance to the strangely damaged Music Box and its impaled ballerina. MAX The second phase of the operation begins tonight. The hands-on part. Don't hold back..... Goodbye. 85 EXT. THE LAMPPOST--DAY 85 An instantly annoying JOGGER, with a heart beat monitor and a T-shirt that reads GO FOR IT, rudely pushes past a Nun up to the lamppost, then putters around it, then starts jogging in place. 86 INT. THE OFFICE--DAY 86 Penguin squawks away, slamming down the phone. PENGUIN Bye! The jogger presses the button. A 70-70 gets emblazoned on the scoreboard. The button, the lamppost, and the jogger erupt in a neat nasty explosion. The Circus Gang all high five each other as Penguin bustles hopefully to the window. Seeing the flaming- seconds-too-late-aftermath, Penguin detonates into primal anger, then sobs. PENGUIN Wha...oh unfair! Unfair! I missed it!...Oh, I can't believe... HAPPY CLOWN Don't feel bad, Penguin, you can just set up another... Penguin slams the Happy Clown over a desk with his umbrella. PENGUIN My name is not Penguin, it's Oswald Cobblepot! And I like to feel bad! Oh, I missed it! I can't believe... 87 INT. CONFERENCE ROOM--DAY 87 Bruce stands. Max shakes his hand. BRUCE No hard feelings? MAX (a beat) No feelings at all. Sorry about the interruptions. I need my assistant to screen out... BRUCE Relax, there she is now... MAX Come again? A dazed Max turns to see a spunkier and slyer, more assertively dressed and coiffed, Selina Kyle sashay into the conference toom with her hand bandaged and her head up. MAX Selina?....Selina....Selina. SELINA That's my name, Maximillions, don't wear it out. MAX Uh, Selina Kyle, this is Bruce Wayne. BRUCE We've met. SELINA We have? BRUCE Oh. Sorry. I must be mistaking me for someone else. SELINA You mean mistaking me for someone else? BRUCE That's what I said. SELINA (amused) Yeah, but... BRUCE (amused, but let's change the subject) What happened to your finger? Selina's babbling has a new, sultry confidence. SELINA Let's just say the broken window out there didn't come from Little League practice, Mr. Wayne. I came here to get a file, then bam, next thing I know, I'm making angels in the snow in the alley below. Wow, rhymes. (pause to look at Max) Thing is, I have no memory of who of what pushed me through that window. I mean, it's not complete amnesia. I still remember Dan Schwartz putting 28 cockroaches in my thermos in fifth grade and I still remember getting my first French Kiss from the counselor at the Boy's camp across the swamp, but last night--It's a complete blur. (slapping Max on back) Can't you just die? MAX ...what a hoot. BRUCE It's hard to get thrown out of a window, fall--what is it--five stories, and keep your sense of humor. SELINA You sound like you speak from experience. BRUCE Always. I hope to see you again. SELINA Hope? You can do better than that. BRUCE You might be right. Chip comes in with a tray of coffee which he dumps onto himself at the sight of Selina. Oblivious of the slap- stick, Bruce smiles-at-Selina his way out of the room. They watch Bruce close the door behind him. Selina silently keeps her back turned to a gulping Max and Chip for a beat, before merrily wielding around. SELINA Hey guys, now how about a real cup of joe? Double expresso, isn't it? Selina bounds out of the room. Max and Chip deflate. MAX Find out if her memory is as unrefreshed as she says it is. Any little flashback sequences you know what to do. Don't worry, this one doesn't have a beard. 88 INT. OUTER OFFICE--DAY 88 Selina angrily squeezes blood from her finger into a coffee maker. SELINA Why did you kill me, Max? Selina looks up to the friendly cat logo clock and is transfixed. She touches out with her bloody finger. 89 EXT. OUTSIDE--DAY 89 Bruce comes out of the store, allowing himself a slight smile. BRUCE Se-lin-a Kyle. Bruce does a quick, playful slide in the snow, then look- ing off, halts both slide and smile. In the distance: 90 EXT. THE STREET CORNER--DAY 90 Commissioner Gordon and some other policemen are scoping the scene of the Walk/Don't Walk explosion. An ANALYST treads toward him, holding some wires. Bruce approaches the scene. He gives a glance to the jogger's now frayed heartbeat monitor which is beeping out of control in a pool of slush. GORDON My God, Bruce, you shouldn't have to see this. Some freak set up a bomb in that Walk/Don't Walk button. How they knew this guy would press it at the exact.... BRUCE This wasn't set up to kill someone specific. It was set up for a good time. As Bruce speaks, he strides ahead of Gordon and the lat- ter scrambles to catch up, in the same syncopation they had when Bruce was Batman in Gotham Square. GORDON I tell you, these Xmas crimes have no rhyme or reason. BRUCE Maybe it's just a different kind of poetry. Did you just say Xmas? GORDON Sorry, bad habit. Damn, Wayne, since when did you become such a super-sleuth? Bruce stops, realizing he's being a little too Batman. BRUCE Sorry. The idle rich can be a real pain. Too many short stories, hidden word games--How many monkeys can you find in this picture--that kind of thing. GORDON Don't apologize, I'll take all the help I can... BRUCE (looking up) Well, in the words of the city's new superstar, it's going to get a lot worse, before it gets better.. Bruce is revealed to be looking up at a flaming Christmas wreath hanging on a wire near the scorched lamppost. 91 INT. PENGUIN'S CAMPAIGN HEADQUARTERS--DAY 91 With the lamppost flames in the background, Penguin wipes away a tear, sucks up his composure, and holds up the checkbook. The collection of Circus Creeps and Colorful- ly dressed gang members orbit around him as he begins scribbling out checks and handing them out. Excitement builds to a pep-rally pitch. OTHER GANGS enter from the back: six HERCULEAN Frankenstein-postured MEN WITH SPIKY TUFTS OF WHITE HAIR, three gruesome men in vibrant GOLFER uniforms, and a pair of otherwise handsome TWINS WITH THE SAME SET OF SCARS ON THEIR FACE. PENGUIN Everyone! I see some new faces out there! Gather around! I am hungry and I've been denied my little snack! It just means I'm going to have to eat a big dinner, doesn't it? My good people.... or whatever we are, this is our chance to do something meaningful with our lives! (motioning out windows) And their deaths... 92 EXT. FROM A GOTHAM ROOFTOP--EARLY EVENING 92 A spooky pack of the Carnival denizens silently scramble down a street below. Next, a Fire Engine with Freaked Up Clowns hanging off it sinisterly rambles in and out of view. Finally, the Ratty Poodle trots an unsettling appearance. A chilly Chip, shaking his head, is revealed to be watch- ing the ghoulish sight. Standing atop a rooftop, Chip turns his attentions to the windows of Selina's apart- ment. Narrowing his eyes, he watches Selina waltz by, balancing a sewing machine on her head, and unbuttoning her blouse with the neon HELLO SIN flashing behind her. 93 INT. INSIDE THE APARTMENT--EVENING 93 The viewer gets an intense, elliptical array of close- ups of Selina's hands sewing together something black. A sewing needle is snapped in half, sharpened and then attached to an apparatus on Selina's finger that makes it pop in and out like a talon. 94 EXT. THE ROOF--EVENING 94 An increasingly alarmed and confused Chip squints to see Selina in bra and panties, carrying an air hammer and wearing industrial safety goggles. CHIP (bolting up) What is wrong with this female? 95 INT. THE APARTMENT--EVENING 95 A knock on the door. Chip pushes it open and pokes in. The room is darkened, except for some deftly lit candles that avoid revealing the more outrageous elements of the place. Chip can make out the sight of Selina erotically emblazoned over her couch, petting her cat, and wearing only an absurdly Isadora-Duncan-long, strategically draped scarf. CHIP Uh, Selina... SELINA Why hello, Mr. Chip, I can't hide my feelings about you any longer. Chip gulps forward, stepping onto the almost glowing, mystically unspray painted pink carpet. And into. The lumbering Tan giant begins to sink and flail inside what is a square of pink quicksand. Selina rises from the couch, cloaked in darkness. CHIP Selina, this is not too cool. Help me! SELINA Oh Chip, I am helping you. Helping you realize your potential as a human being. Unfortunately, you have none. Chip tries to lunge out of the quicksand. A cat o' nine tails whip snaps out from the darkness, and lashes him back in. SELINA You've probably figured out you're being killed. Having gone through the process last night, I can relate. It's not a whole hell of a lot of fun, is it? Oh Chip, you really know how to make a gal feel happy. Chip makes his final quicksand bob, leaving behind a lone bubble. Selina moves into the light, tugging into a black second skin, fixing a feline mask on her face. Catwoman purrs. 96 INT. MUSEUM CORRIDOR--NIGHT 96 Penguin squawks. He gleefully moves to a dark corridor window, accompanied by a clipboard clutching Punch and Juliet and the Twins with the matching set of scars on her face. PENGUIN Punch and Juliet....note for my bio..."It began with a poodle..." Penguin is revealed to be looking out the window down to a SLEEK AND PRETTY LINE OF SHOPS, CAFES, AND BOUTIQUES. He pulls out a conductors baton, raps it on the wood a couple times, then begins waving it symphonically. 97 EXT. THE GLITZY PROMENADE--NIGHT 97 The outdoor Mallish promenade running the gauntlet between the pretty shops is filled with the stylish and upwardly mobile. Incongruously into the mix comes the RATTY POODLE, carrying a little wrapped gift. He trots into... 98 INT. A BOUTIQUE--NIGHT 98 A small Christmas party is going on. A SLEAZY BIJAN- ESQUE EUROSNOB is proposing a toast before a massive, intricate pyramid of perfume bottles, labeled SUBMISSION. EUROSNOB To my fabulous product, Submission, the smell of Gotham City... EUROSNOBETTE Ooh, look at the little doggie. Isn't it... (realizing its uncuteness) ...horrible. The poodle scoots between the Eurosnob's legs into the perfume pyramid. He emerges back out with bottle in his mouth. He gives off an icky whimper of satisfaction and runs out of the boutique. The partiers slowly turn to the pyramid of perfume bottles which rumbles and AVALANCHES TO SHREDS. Laying neatly atop the wreckage is the Poodle's present. It starts to smoke. The boutique crowd roars out of the store as the little present blows up. 99 EXT. THE PROMENADE--NIGHT 99 The familiar Fire Engine, with colored wheels and strange sounding horns, thunders up to the smoking boutique... Smiles of relief vanish as the Tawdry Fire-Clowns hop from the engine, blasting out their hoses which SHOOT OUT MORE FIRE INTO THE FLAMING STORE. An ambulance next screeches up. Another SPOOKY SET OF CLOWNS in stethoscopes and Doctor mirror headgear pop forth with mallets. They whomp the Eurosnob tycoon and his guests into stretchers. The stretchers are piled back into the ambulance which proceeds to zoom across the way, right into an antique store. A line of the garishly dressed, cigar smoking, Steely Dames materializes to start a chain to pass the loot of the store. The Bearded Lady, at the end of the chain, cheerfully smashes each object to the ground. The rest of the Gotham Night-lifers tremble into panic as the rest of Penguin's defrocked circus crew announce their presence. 100 INT. MUSEUM CORRIDOR--NIGHT 100 Penguin is now conducting his baton in a Wagnerian frenzy. His grotesquely pleasant view of the city side- walks dressed in holiday style has now become pleasantly grotesque. PENGUIN This campaign in going to be a landslide. Our turn. Marching down the corridor, Penguin, by radar, stops before a row of lights imbedded in a wall. He snaps his fingers. Juliet pulls out a hair spray can, gives her own noggin a quick blast, then sprays forward, revealing the beams of light. Penguin nods, then walks right through the lights. 101 INT. MUSEUM ROOM--NIGHT 101 A red light, along with a buzzing sound, flashes on the belts of TWO BLUSTERING GUARDS. They reach for the guns, but Penguin fires a pistol six times in the air as he swings before the quivering duo with his entourage. PENGUIN Greetings. Finally something to tell your wives, huh? GUARD ONE But we're not married. PENGUIN It's okay, I'm probably going to kill you anyway. However, (gently PBS) first, we've come for the Shell of the North, found by explorers only eight years ago, it's enigmatic beauty is only exceeded by its gorgeous mystery and vice versa. Its value is... GUARD TWO Sir, the Shell of the North exhibit ended last week. This is the Star of Darkness exhibit. PENGUIN Oh...well, what the hell; we're here. The Criss-cross Scarfaced Twins rumble over to the delicately lit black diamond in the museum room and pull it off its perch. A much more serious, rhythmically on and off, alarm warbles on. 102 EXT. THE PROMENADE--NIGHT 102 Terror is in full swing with pockets of Warped activity mingling everywhere. A goggled ORGAN GRINDER plunges down on his Organ Box causing an explosion on an Insta- Teller machine. His MONKEY hops up to snatch up billowing out cash. A SAP holding a radio boom box gets besieged by the five irons of the malevolent Golfers. His radio box slides to the ground with a D.J. screaming out of it. D.J. VOICE ON BOOMBOX Before we get into a half-hour commercial free, I gotta tell you I've just been handed something that says...get this, that Gotham City is being attacked by a combination of every gang in..... Aaagh! Help! Wicked laughter and violence can be heard on the boombox as a CIRCUS CREEP in a moth-eaten old-style baseball pitcher uniform tosses a series of old-fashioned round black fuse-lit smoke bombs to the Tattooed Strongman who bats them exploding into various walls and windows, including the window of a suave venetianed blinded diner. PATRONS of the Diner thunder out of the door. A COUPLE rushes directly to the viewer, then stops and smiles. THE HUSBAND Oh, Batman, thank God! 103 EXT. OTHER SIDE OF THE RESTAURANT--NIGHT 103 Another set of patrons hightail it out of the Diner in a different direction. They also stop to look at the camera. WOMAN IN BIB Oh Batman, finally... 104 EXT. THE BACK OF THE RESTAURANT--NIGHT 104 A TEAM OF ITALIAN COOKS burst out of the back of the restaurant. They happily sigh before the viewer. COOKS Pensavo che stavo muerto, gracie dio.....BATMAN! 105 EXT. A WIDER VIEW FROM ABOVE--NIGHT 105 reveals THE SIX GLOWERING, FRANKENSTEIN-SIZED SLEAZES DRESSED IN TAWDRY BUT MILDLY REALISTIC BATMAN OUTFITS. Their spiky tufts of white hair stick out the edges of their masks. They chillingly stride forward, cracking their knuckles. The Patrons in all directions drop their smiles of relief and begin to back up. The Batmans swarm forward. The Italian Cooks are revealed to be looking at a HAIRY WHITE BABOON in a Batman outfit. They bail. 106 INT. THE MUSEUM ROOM--NIGHT 106 Penguin raises up his handgun. PENGUIN You guys have been just great, more incompetent than I could have ever hoped for, but... PUNCH You see, Mr Cobblepot wants to be Mayor and he's just doing these crimes to make the current mayor look bad. JULIET Needless to say, if someone found out about the premeditated nature of these random crimes Dot. Dot. Dot. GUARD ONE Say no more, we won't tell anyone. GUARD TWO You've got our vote! PENGUIN Cute. Really, it's for the best... Penguin fires the handgun. It clicks on an empty chamber. The Guards joyously pull out theirs. GUARD ONE Ha! That gun's only a six-shooter! GUARD TWO And you already shot off your six! PENGUIN When you're right, you're right. Here's Seven. Penguin blasts a laser from the tip of his umbrella that shish-kebabs through both guards, toppling them to the ground. 107 EXT. THE DINER ON THE PROMENADE--NIGHT 107 Just as the victims did before, one of the thrashing Batmans looks directly to the viewer. He stops beating to lustily spout. BATCREEP #1 What are you waiting for, join in! His P.O.V. reveals that he is looking at the real Batman, who allows the BatCreep a second of white faced realiza- tion before ripping off his mask and savagely pounding him to the ground. The other Batcreeps reach into their bat belts and pull out surreally shaped knives. Batman reaches into his bat-belt and pulls out his suave black Gameboy. As if bored on a plane, Batman casually punches in a set of white dots and one red one. With a simultaneous howl, the Batcreeps charge at Batman from every direction. Batman presses a button on his Gameboy that causes batarang flanks to rocket-sprout out of the oblong object. Batman heaves the super-batarang. The super-batarang whizzes with wild concentration, pin- balling from Batcreep skull to Batcreep skull, slamming them all to the ground. The batarang boomerang-wobbles back to Batman's hand. The white dots on the screen blink off. The victorious red dot beeps. Hearing squeals, Batman rack-focuses to take in the street full of beatings and squealings and smoke bombs. Batman glides forward in disbelief when his attention is captured by the sound of the alarm coming from a nearby building marked MUSEUM. 108 EXT. THE ROOF--NIGHT 108 The Scarfaced Adonises pound through a rooftop door and scramble across it. Twin One proudly holding forth the black diamond with a victorious titter. Suddenly, a familiar cat o' nine tails whip slaps around Scarface's diamond toting hand and pulls him into a face to face with CATWOMAN--the costumed Selina speaks in her sultry, unlike-herself voice. She plucks away the diamond. CATWOMAN Oh, for me?....Tic Tac Toe! Catwoman slashes out with her homemade talons over the thug's criss-crossing scars. Twin Two savagely kicks her in the stomach. Catwoman pants and giggles. CATWOMAN You know...I've never done this before. Twin Two rustles out a gun, but Catwoman Rockettes it 109 EXT. FRONT OF THE MUSEUM--NIGHT 109 Penguin proudly waddles from the museum, carrying a painting and shoving a cigarette into a cigarette holder in his mouth. Batman swerves before him. Penguin stretches out his gloved hand. PENGUIN Batman! I feel that I know you. Oswald Cobblepot. BATMAN Pleasure's all yours. Bargain hunting? PENGUIN Oh, you mean, the Museum. And the alarm. And the general mood of complete chaos. I guess "Penguin must have done it." BATMAN Great speech today. How you predicted all this was going to happen...Amazing. You might get a date of it. Penguin lifts his flipper and pretends to be stung by the heat emanating from Batman. PENGUIN Tough day at the office?...Quit while you're alive. You're jealous, because your mask isn't real. You hate me because I'm a freak. BATMAN You're just another depressing, greedt egomaniac. I don't hate you for being a freak, I hate you for being normal. You're an insult to penguins. PENGUIN (laughing) Why can't I get mad at you? It must be the pointy ears. But seriously, I'm here as a concerned citizen. Somebody tried to steal this painting. When I made... heard those gunshots, I... TWO POLICE CARS, siren around a corner toward the museum. BATMAN I'm sure your detailed "eyewitness report" will give the boys at the station a good laugh. PENGUIN (mimicking) "...will give the boys at the station.." Look who's pretending to be normal now; A nice "just doing my duty, ma'am" crimefighter. How sad, adorable, and funny, all at the same time. You'll never win that way, Batboy, but then, you know that. 110 EXT. LEDGE OF A BUILDING--NIGHT 110 Each sucking on a big bamboo pole, Punch and Juliet balance on the ledge of a nearby building. They blow down hard on the passing police cars. 111 EXT. THE POLICE CARS--NIGHT 111 A small orange transistor goes plinking into each of the two car's windshields. 112 EXT. THE MUSEUM--NIGHT 112 Penguin pulls out a similar orange transistor device, drops the painting, and spews out the cigarette holder. BATMAN Is that all you have to say for yourself? PENGUIN There's one other thing... (into transistor) "Laser Bunny." His device starts to whine. 113 EXT. THE POLICE CARS--NIGHT 113 At the sound of the two words, the two transistors let off a bizarre, piercingly corresponding siren sound. Suddenly, the PIGEONS OF GOTHAM CITY, and all other kinds of urban birds, GO INSANE. They kamikaze down toward the sirens, thundering themselves against the windshields of the cars, causing them to skid and convulse into trash- cans and brownstones. 114 EXT. THE MUSEUM STEPS--NIGHT 114 Batman spins from the destruction, back to Penguin, who is opening his umbrella. PENGUIN Love to stay and gab, but I gotta fly... The steel rods of Penguin's umbrella begin to spin out of control, shredding off the black cloth and turning into a mini-helicopter that lifts Penguin off the ground. Batman scuffles below him, maneuvering out his bat-a-rang. PENGUIN Well, don't just stand there...Oh yeah, you're the one without superpowers... Batman prepares to hurl the batarang when from out of a manhole beneath him, the Lurid Snake Charmer Woman las- soes a python around Batman's ankle and yanks him. Batman's multi-cool batarang clacks to the ground. Before Batman can notice, the Ratty Poodle teeths it up and scampers away. Batman kicks the Lurid woman and her snake back into the manhole. Penguin has sputtered out of range. 115 EXT. SKY--NIGHT 115 Penguin swirls through the air with a mad cackle. He looks down to a rooftop below him to see Catwoman wallop the remaining Twin. PENGUIN And what do we have here? A new girl in town. Penguin playfully makes a cat yelping noise. 116 EXT. ROOFTOP--NIGHT 116 Catwoman cackles up to the choppering away Penguin in admiration as Twin Two crumples to the ground. She flips the diamond over her head, pauses for a breath of sanity, and then does a giddy leap onto the next building's drainpipe. 117 EXT. THE STREET BELOW DRAINPIPE--NIGHT 117 A relatively normal looking MUGGER is pinning a FEMALE VICTIM to the side of a building and rummaging into her purse. MUGGER That's it, pretty, young thing, nice and easy... FEMALE VICTIM Please don't hurt me, I'll do anything... Catwoman launches down, perfectly wrapping her legs around the mugger's neck. She claps her hands together with the mugger's head in the middle. She sinks to a standing position on the sidewalk as his moaning body sags downward. CATWOMAN I just love a big strong man who's not afraid to show it, with someone half his size. FEMALE VICTIM Thank you, thank you, I was so scared... CATWOMAN Oh, shut up! Catwoman slams the Female Victim back against the building. CATWOMAN You make it so easy, don't you, pretty pathetic young thing? Always waiting for some Batman to save you...HA! 118 EXT. PROMENADE BEFORE THE MUSEUM--NIGHT 118 Commissioner Gordon hatches out of one of the crumpled, bird-corpse-covered police cars. Batman removes one of the transistor devices from the windshield. GORDON Birds! I'm completely outmanned to begin with and now the creeps got Mother Nature on the payroll... BATMAN It was Penguin. Behind this. All of this. GORDON You mean, Mr. Cobblepot? Now why go blaming him? I mean, where is he? Do you have any... BATMAN Stop. It's not the time... Batman closes up the transistor in his hand and moves off into the smoking chaos of Gotham's Rodeo Drive. Gordon gives him a thoughtful glance before the Mugger and his Female Victim clamor up. MUGGER She had claws! FEMALE VICTIM That's what I'm saying! She was a Catwoman! 119 EXT. MAX'S DEPARTMENT STORE--NIGHT 119 Catwoman saunters up to the door of a closed Shreck's department store. She makes a thoughtful pause before the Shreck Kitten logo on the glass, then punctures it with her talons. 120 EXT. THE THICK OF THE SMOKING PROMENADE--NIGHT 120 Batman sheriff-struts into the dark mist. The Raggedy Sword Swallower leaps out at him. Batman gives him a strategic elbow to the ribs and pulls a sword from his mouth. A MANIAC WITH AN ABSURD BOMB STRAPPED TO HIS CHEST pops out next. MANIAC BOMBER Stop or I'll blow up this entire... Before he can finish his sentence, Batman impolitely lashes out with the sword and, sparks flying, shears the bomb from the bomber's chest. Batman catches the bomb, hooks it to his bat-belt, then slams the Maniac Bomber to the ground with the back of the sword. Flinging away the sword, Batman rumbles further. 121 INT. THE DEPARTMENT STORE--NIGHT 121 Catwoman dashes down an aisle, outstretching her arms to shred the priceless blouses of a gauntlet of pouting mannequins. CATWOMAN Born to shop. With her whip, Catwoman latches up to an overhead Mobile of Christmas decorations and Art Deco snowflakes. With a yank, she causes them to grandiosely hail upon the ground. At the sound of shattering, an ELITELY UNIFORMED PAIR OF SECURITY GUARDS rev up into a gently scrambling through the strategically darkened store. They round a corner to see Catwoman merrily bouncing upon a trampoline. From Catwoman's rising and falling POV, the Security Men look up with every adjective of confusion and excitement. SECURITY ONE Who is she? What is she? SECURITY TWO I don't know whether to shoot or fall in love. CATWOMAN Try both. The Guards draw up their guns. Catwoman spins out of orbit and swooshes down upon their looking up faces, thrashing them to the ground. She fluidly cartwheels to a wall tile, that she bashes open, revealing a propane tank. She talons off a hose, letting gas hiss into the air. SECURITY TWO Please! We're innocent! Our take home is less than 300 a week.. CATWOMAN You're not innocent, you're alive. And overpaid. She hugs out for an armful of car care aerosols and then skippingly stashes them into a line of microwave ovens. Flouncing backward, she beeps them into starting. 122 EXT. ANOTHER PLACE IN THE SMOKING PROMENADE--NIGHT 122 The Thug-Acrobat from the press conference, and another LIKE CAPED GANG MEMBER hold out their checks in the deep discussion. THUG-ACROBAT I scored a bonus for the press conference-Baby thing. LIKE-CAPED GANGSTER You got start saving your receipts, man. Emerging from the smoke behind them, Batman sledgehammers down the Caped Gangster then latches out to the running away cape of the Thug Acrobat. He violently swings the Acrobat off the ground into a harsh lamppost-wraparound collision. Batman catches the Acrobats floating off check, before looking up to see the Tattooed Strongman growl out of the smoke before him. TATTOOED STRONGMAN Oh, no big bad car tonight. No spiky things to shoot at my head. (pounding his Batman- tattooed chest) Before I kill you, I let you hit me. Hit me. Come on, hit as hard as you can. I need a good laugh. Batman quickly swings into the Strongman's stomach. The Tattooed leviathan roars with laughter. TATTOOED STRONGMAN You call that a... The Tattooed Strongman stops laughing when he looks down and sees that Batman has attached the Maniac's bomb to the Not-so-Strongman's leopard skin. The Tattooed Strongman squeals past Batman right into an open manhole. An explosion geysers out of it. Batman sighs out of the smoke at the end of the Promenade into... 123 EXT. GOTHAM PLAZA--NIGHT 123 Batman plods a couple steps through the relatively placid Plaza. He stops dead at the sight of Catwoman coming toward him from the mouth of Shreck's department store, startling back flip by startling back flip. She does a final somersauly and lands on her feet, ten yards away. CATWOMAN (dry enunciation) Meow. The department store behind her blows up with a glowing roar. Batman is knocked to his knees. With naked excitement, he gapes over to see Catwoman scale the ridges of a Plaza building. Batman scans over to a fire escape on the other side of the building and bolts. 124 EXT. BUILDING ROOFTOP--MINUTES LATER--NIGHT 124 Batman too-heatedly storms up the last of the fire escape and strides the rooftop like an autograph hound. He passes Catwoman, who is in a Cheshire curl atop a rooftop power shack. When she speaks, Batman turns to see her slink down. CATWOMAN Where's the fire, cowboy? Besides Max Shreck's department store. BATMAN I... Catwoman launches a brutal kick right into his face. Batman reverberates back a couple steps. CATWOMAN Speak up. I hate a man who's... With savage calm, Batman forcefully swats Catwoman into a whimpering ball. CATWOMAN How could you? I'm a woman... BATMAN I'm sorr... Catwoman spins and slams batman off the ledge. She lashes out her whip, and soils it around one of Batman's flapping arms. With both hands, Catwoman jerks up Batman. She ties her and of the whip to a weather vane. CATWOMAN As I was saying, I'm a woman...and can't be taken for granted. You are no longer the Night. You're but a puny eclipse, a pitiful reminder of what's supposedly "Right." But in a world of Wrong and Hate. "Irrelevant" is your most notable trait...Are you paying attention, you Batman you? BATMAN Hanging on every word. CATWOMAN A sense of humor. Surprise tactic. Did you know we live in a society that tells its boys to conquer worlds, but tells its girls not to get their dresses dirty. A man dressed as a bat can be anything, but a woman dressed as anything but a woman is wicked. I'm just living down to my expectations. She only-half-teasingly runs her talons over the out- stretched ship lifeline. Batman, with his unwhipwrapped arm, reaches into his bat belt and takes out a mini-test tube of the familiar pleasant blue fluid, guiding it toward a tube of the familiar nasty red fluid. BATMAN People hurt each other, they lie to each other, they're more interested in what I drive, than what I stand for. I need their intelligence, they give me their lunch boxes. CATWOMAN (pulling back) Finally, a real conversation and it's not even Valentine's Day. But tell me stud, if you hate society so much, why do you dedicate your life into defending the scum who run it. I'm not here to protect society. I'm here to bring it all down. Life's a bitch, so now am I. The bat belt mixture turns purple. Batman counts off to five as Catwoman swings back to cut the whip. Batman lobs up the bubbling mini-test tube. It explodes into Catwoman's forearm. She animalistically shrieks in an epilepsy that sends her soaring off down to the next ledge, barely. Batman tarzans himself down beside her. Catwoman's talons frantically claw and scratch, trying to gain balance. Batman darkly just watches. She scrapes off. Batman does a last minute slam of his foot onto one of her claws to hold her in the air. CATWOMAN My hero. Where were you the last time I died? You don't get it, I don't want to be saved. I want to be changed. Don't worry I still have eight left. Catwoman rips out from Batman and drops from the building. Batman watches in shock as her body hurls toward the ground. At the last possible moment, from out of nowhere, a truck of Kitty litter bags passes beneath Catwoman cozily lands upon them. 125 INT. SELINA'S APT.--LATER--NIGHT 125 Selina, still in her Catwoman outfit, opens her front door and tosses her keys on the coffee table as if she had just punched out a ho hum 9 to 5. Oblivious to her new decor and self, she does a little leap over her quicksand carpet and presses a talon down on her answer- ing machine. LAME BOYFRIEND'S VOICE Selina, I'm going to give you another chance to be the woman I just know you can be. I thought... Selina violently cackles then cuts off completely. She shish-kebabs down her talons into the machine and then flings it off into her kitchenette. The machine hits her faucet. The faucet comes on with a clear, perfect stream of water. Selina pleasantly drifts to the faucet and rolls up her sleeve, revealing the Batman-induced burn mark. She holds it under the water and purrs in pleasure and pain. 126 INT. THE BAT CAVE--LATER--NIGHT 126 Batman opens a glass case that is to hold his bat suit. He tears off a glove, revealing a bare and bruised hand. He puts the glove in the case, then pauses with a contem- plative sigh. BATMAN Meow. 127 EXT. GOTHAM PLAZA--DAY 127 Penguin silently stands upon the stage in the middle of the square, his head bowed with quiet dignity. A MASSIVE CROWD, also bows their heads in silence. PENGUIN Amen. THE CROWD Amen. 128 EXT. GOTHAM PLAZA--DAY 128 Bruce Wayne stands in the middle of the bursting-with- righteousness crowd and shakes his head. He helplessly puakes at Penguin's words. PENGUIN I'm afraid we're going to need more than prayers to stop the disease devouring Gotham City; a disease that turns Eagle Scouts into Psychotic Clowns and happy homemakers into Catwomen. I chattered last night with my noble friend Batman, and Batman said to me, "Oswald, I'm losing it, man. I'm peeing in me tights. I need help." (Mayoral pause) I said, "Batman, I'm here." The crowd applauds. Bruce is ready to explode. He holds out the check he retrieved the night before and irritably balls it up. PENGUIN The city needs a new moral authority. Someone who can still remember what terrible thoughts go through a bitter and sick outcast's mind. If I can cure myself, I can cure the city. Love is the drug. Face it, we need a new leader! A new mayor! A new election! The new me! The crowd goes crazy as sheets drop from walls and fences revealing vivid OSWALD COBBLEPOT FOR MAYOR posters. THE CROWD Oswald! Oswald! Oswald! Faces nauseously poking out of a limousine window, the Mayor and his staff look to the pandemonium of the crowd. MAYOR Get me out of here, before I kill somebody, like myself. 129 INT. THE SCHRECK CONFERENCE ROOM--DAY 129 From his literally Ivory Tower, Max snickers down to the fleeing limousine. He then looks down to one of his burnt, cracked Art Deco snowflakes in his hand and melts his smile back into stone. Suddenly, a maliciously upbeat Selina gooses him from behind and puts a cup of coffee in his flustered hand. SELINA Morning, Max! Bummer about the store, last night. MAX Yes, uh... Max takes a sip of coffee and gags. He spits a live cockroach from his mouth. It crawls over the desk. SELINA My, those silly exterminators promised me the coffee machine was okey-dokey. MAX What are you trying... SELINA I'm really sorry. Hey, have you seen Chip? He's usually so prompt. We were to have buttered English muffins and hot chocolate together this fine winter's day. MAX Uh, well, I hope... SELINA ...nothing happened to him. I second that emotion. (sashaying off) Oh, I'm taking the rest of the afternoon off. Do you mind? Really? You are the best. The door slams shut. A completely bewildered Max looks down to his coffee and quickly throws it from himself. 130 INT. OUTER OFFICE--DAY 130 Selina puts up a post-it that reads "Defy Authority" on her computer terminal, along with subversively aggressive others like "Expose the Horror" and "No Mercy." A fly buzzes into the room. Selina bats it with feline concen- tration as she reaches out to a carton of skim milk. 131 EXT. THE STAGE--DAY 131 Penguin guides the luminous and lovely Ice Princess toward the microphone. She is wearing her tiara, booties and snow bunny fur over an absurd bathing suit. PENGUIN As you know, tonight at seven o'clock sharp is the Relighting of the Christmas Tree and Gotham City's own Ice Princess is going to press the button! ICE PRINCESS Gotham I've got goosebumps and not just because I'm in my tangerine Norma Kamali one-piece. I wouldn't miss this to save my own life! PENGUIN You got that right. Now, don't forget. That's seven o'clock. This is going to be mroe than the regular flicking on of some bulbs. It will be a renewal for the city that all must pay witness to! The Mayor promised in the papers that nothing bad would happen. I pray he won't let us down... Penguin devilishly grins when saying this, running his hands through the Ice Princess's hair. Bruce looks to the tree, the Princess, and the petting Penguin. BRUCE Subtlety will get you everywhere, "Mr. Cobblepot." Bruce meanders out of the Plaza crowd and into the con- necting promenade of shops that were so brutally bombarded the night before. Amid the still-smoking wreckage, a couple stores, spread out from each other, are mystically untouched and glistening. These gloriously immune shops all have a Shreck logo on them. Bruce's brain whirs. He uncrumples the check. 132 INT. PENGUIN CAMPAIGN HEADQUARTERS--LOWER LEVEL--DAY 132 A gung-ho bevy of FRESH FACE YOUNG CONSERVATIVES spirit about a wholesomely cluttered and buzzing campaign headquarters level, enthusiastically handling phones, flyers, and faxes. Penguin beams by a group of Aryan brethren. SOUTHERN BELLETTE WORKER Oh Mr. Cobblepot, you're just the most wonderful role model a young person can have. PENGUIN (sexual hunger) And you're the best young people a role model could have... Penguin squawks off and up a circular staircase in the middle of the headquarters floor, babbling to himself in awe. PENGUIN Who would have thought? I say something funny, they laugh. I say something touching, they cry. I say something French--"Je suis une pamplamousse"--they say tres bien. In one fluid motion, Penguin begins his soliloquy amid the adorably respectable buzz of the clean but campaig- ners and then trudging upward, almost oblivious to the amid the ugly growling of... 133 INT. UPPER LEVEL OF THE CAMPAIGN HEADQUARTERS--DAY 133 where the evil Fordon Liddy Yang to the goody-goody bottom floor John Dean Yin eerily presents itself. The Circus Creepazoids bandage up their wounds and check their wacko artillery. The Walk/Don't Walk button Score- board reads on one side 6,341. The number to match on the other side is 17,000. A line of Circus Thugs wearing NERDISH GLASSES, scruti- nize a wallful of photographs of the Batmobile and contrast them with a series of Penguin's Da Vinciesque drawings. PENGUIN I never knew superiority could be so fun, and so easy...heck, I might even get laid tonight if... Penguin cuts off to pick up a ringing red hotline phone. PENGUIN Max! Did I do it or did I do it? 134 INT. SHRECK CONFERENCE ROOM 134 In his chair, Max is holding a flaming lighter beneath his abused music box. The damaged snowflake also rests on the table. MAX You did it. Unfortunately, you did it to my flagship store. I insisted that you stay away from my... 135 INT. CAMPAIGN HEADQUARTERS--DAY 135 Penguin thoughtfully answers. PENGUIN Max, not our foul. It was that Catbroad. I gotta tell you though, she's got potential. The power suddenly goes out in the headquarters. The overcast daylight is all that seeps in. Penguin gives his office a challenged grin. He sees the outline of Catwoman felinely pacing around, scaring the living hell out of his birds. 136 INT. SHRECK CONFERENCE ROOM--DAY 136 Max slightly raises his voice, ripping his logo off the wall. MAX Forgive me if I am not as aroused by someone who dresses up like my logo and trashes my assets. 137 INT. CAMPAIGN HEADQUARTERS--DAY 137 Penguin absently concurs, his mind on the girl. PENGUIN Yeah-yeah, Mr. Shreck. Consider her spayed. Bye. Penguin hangs up. He happily wobbles toward his office. One of his henchmen is walloped out of his office by Catwoman. Penguin steps over him, love and desire in his eyes. He Cat-growls.... PENGUIN I'm glad you came. We have so much in common. Death. Destruction. Courage to make a Fashion statement. Overall sexual intensity. CATWOMAN Batman. My friend, we have Batman in common. Our connection is the thorn in both our sides. As long as that smug superhero is around, Gotham City will have some lame sense of security. He's like a God, who works for a living. Penguin looks off to the pictures of the Batmobile. PENGUIN Honey, this one's on me. The Bat is in a Will-Stop-At-Nothing-To- Bring-Me-To-Justice mode. Figured I'd kill him. CATWOMAN Making a martyr out of Batman is a lot less enjoyable than turning him into what he despises most. Namely, us. PENGUIN (Hmmmmm) Batman, framed as a criminal... Punch and Juliet purposefully stride in. They futz with Penguin's tuxedo as they speak. PUNCH We couldn't help overhearing.... Catwoman, a pleasure. Punch... JULIET Juliet. Personally, we have nothing against Batman--Face it, the guy's still got it--but business is business. The only thing the Mayor has got going for him right now is his allegiance to Batman. PUNCH You make a successful mockery of the whole Batman thing and you leave the Mayor with nothing. Instant Recall election. City is yours. PENGUIN (blasting some breath spray) I think we're all in agreement. Catwoman and I just have to...bang out the details. JULIET We further recommend... PENGUIN Beat it. Punch and Juliet whisk out the door. Penguin spookily rides his umbrella up Catwoman's leg. PENGUIN This is the big time, baby. Are you for real? For all I know, you're just some screwed-up sorority chick with a PMS degree, who wants to get back at her Daddy for not giving her a sweet sixteen pony...What do you say about a little interspecies action. I'll... Catwoman gulps in nervousness then shoots her claw into one of the bird cages and rips out a small canary and shoves it into her mouth. Penguin frantically withdraws the molesting umbrella. PENGUIN Stop it! Leave Gertie alone! I was just--whaddya call it-- "flirting." It was my first time...geez. Catwoman cooly spits out the canary, allowing it to fly around the room. Penguin warily sits behind his white desk. Catwoman comfortably slithers atop it. PENGUIN Give a guy...You're seeing someone else? CATWOMAN Oswald. It could never work between us. Literally...Our plan for Batman? PENGUIN ...this morning...in my speech, I made a vaguely humongous deal about the relighting of the Christmas tree. Batman likes to play offense. He'll come to check it out. CATWOMAN (post-purr) I'll be the cat that kills curiosity. 138 EXT. THE PROMENADE OF NOW-NOT-SO-GLITZY SHOPS--DAY 138 NAIVELY GIDDY CHILDREN and GUARDEDLY AMUSED PARENTS boarded-up-windowshop down the damaged but not defeated outdoor mallish line of shops. Father, Mother, and Boy-- A FAMILY HIGHLY REMINISCENT OF YOUNG BRUCE WAYNE AND HIS DOOMED PARENTS glow to a "magically" intact Schreck toy store window. Bruce Wayne sidles up beside them and sadly contemplates the cozy menage. He turns and looks, not through the window, but at it, at the reflection of himself. In the corner of the window reflection is a reflection of Selina Kyle standing across the street. Her back turned, she is also looking toward a store window. Noticing her, Bruce turns from his window. 139 EXT. THE STORE ACROSS THE STREET--DAY 139 Selina grimly stares at her reflection. SELINA What are you doing? Selina pushes her Catwoman mask deep into her purse. A gliding over Bruce touches her shoulder, startling her. BRUCE Selina. Hello. I didn't mean to... SELINA (Catwoman voice) Hello... (coughing, normal) Hi, Bruce Wayne. Hi. BRUCE It's great to see you in real life, outside the Almighty conference room. I can't believe Ebeneezer Shreck let you out. He must have got a fax from the Ghost of Christmas Future... SELINA Something like that. So what are you doing out in the jungle? I thought you quasi-reclusive jillionaire playboy types have robots who come out do your yuletide soap-on-a-rope gift buying. BRUCE It's their day off. That was a hell of a sentence. Se-li-na Kyle. There's something about you...I'd really like us to get to know each other. (looking off) Well, kind of. Bruce is looking to a newsstand. They both pause to absorb the screaming tabloid headlines "BATMAN WIPES OUT ON CRIMEWAVE"..."It's A CAT-astrophe"...."Me-ow-uch!" SELINA The news nowadays....It seems to be coming from another planet, another life. BRUCE I have a hard time believing it myself, sometimes. (peeved) "Batman wipes out on Crimewave"? I mean, that's a bit of an exaggeration... SELINA (squinting and reading) Catwoman is thought to weigh 160 pounds. Where do these hacks get their information? I mean, she'd have to be a lot better shape than... Bruce and Selina gointo half-chuckles as they shuffle together.. 140 EXT. GOTHAM PLAZA--DAY 140 POLICEMEN are cordoning off the Plaza in preparation of the night's festivities. The Plaza is filled with FESTIVITY WORKERS, dressed as ELVES, who scurry about cleaning up. A sign reminds THE RELIGHTING OF THE TREE AT SEVEN. SELINA You're not going to this thing tonight, are you? "The Relighting of the Tree." BRUCE I wouldn't be caught dead here. I have a feeling it's going to be very.....rowdy. SELINA Rowdy?.....It's going to be Hell, Bruce, and Chaos and Armageddon and...Uh, at least that's what I think. BRUCE Those are big words. I guess we'll just have to watch it on T.V. SELINA I'm sorry I feel so strongly. And wickedly. I didn't always. BRUCE How charming. You got yourself a little dark side. A can't-help-but-be-condescending Bruce pats her on the head as they pass the stage. The Ice Princess, poking on a studious pair of glasses, is being re-briefed on the difficult task of pressing the large red button whose wires lead to the tree. The viewer is revealed that many of the elves are Penguin disciples like the Sword Swallower and the Raggedy waif. 141 EXT. PARK PATH--DAY 141 Bruce and Selina stroll down a deserted and lightly snowbound park path, between two large snowmen. Selina broadly inhales. SELINA Is it just me today, or do you feel...sane? BRUCE It's just you. (smiling) It's strange, but when I'm with you I forget that the world is... Suddenly, from out of the snowmen, TWO WILD-EYED HOODLUMS in little oxygen masks smash forth, like bad butterflies form a nice white, corn-cob-pipe cocoon. They tear off their masks and pull out knives. BRUCE ...like this. Bruce heroically heaves forth, giving Selina a small, "Back Miladu, this is man's work" push. Selina then strides before him, giving a "Let me handle this, you lily white cutie" look. Bruce tries to Dudley-Do Right forward again, when... SNOWMAN HOODLUM ONE It's dangerous to walk in the park after 11 a.m.? Don't you.. With simultaneous brutal swiftness, Bruce sledgehammers Hoodlum One to the ground as Selina gives Snowman Hoodlum Two a terrifying backhand, sending him into the snow. Bruce lifts up Selina's bloody knuckles. He licks them. She likes it. They melt toward a traditionally classic screen kiss when Bruce sneezes in her face. BRUCE I'm sorry. I'm allergic to cats. SELINA What do you... Selina is in shock. How could he possibly know...A smiling Bruce motions over his shoulder to where the nasty Tomcat from her resurrection stands. It growls off. Bruce and a brightening Selina re-melt into a soaring kiss as the viewer's viewpoint drifts back to reveal the muggers' crumpled bodies twitching in the snow beside them. 142 INT. DEN IN WAYNE MANOR--DUSK 142 Bruce and Selina continue their passionate kissing, wrestling on a couch in Bruce's den, fully-clothed, before a roaring fireplace. A sparking-off ember causes them to break apart. SELINA To think, I was taught never to get involved with a man with two first names. BRUCE you were taught well. My last relationship...forget it. SELINA Ah, too late, you started it. What went wrong? Keep things from her? BRUCE No, told her everything. SELINA Ouch. Well then, let's keep things strictly superficial. BRUCE Not yet. First I get a question. Back in the park, where did you learn... SELINA Didn't. At least I thought I didn't. I won some karate lessons. Radio thing. I'd been calling for Grateful Dead tix... anyway, I take the course. I was a most serious failure. The instructor kept chanting "Your mind isn't clear, your mind isn't..." (disturbingly) It is now... Bruce massages a tickled Selina under her shirt. BRUCE Why is your body so alive? SELINA ("You don't wanna know") Uh...Uh-robics. I was very athletic as a girl. It's cute thing for a girl--to be athletic, aggressive....but you grow older, everyone tells you... BRUCE Everyone is wrong. Important thing to remember. Selina felinely curls out of an intense kiss to lie on the couch. Bruce's hand brushes by her burnt forearm. SELINA I'm just so tired. I had incredibly rough night last night. BRUCE This city takes a lot out of you. I was running around quite a bit myself. As Bruce lies back, Selina pats his head, her turn to be condescending. SELINA How charming. More of that rugged Last Minute Christmas shopping? BRUCE Sure. They both close their eyes. 143 INT. A TRAILER IN GOTHAM SQUARE--DUSK 143 The sweet, lovely Ice Princess, in a vast white Good Witch dress, is storming around her dressing room trailer, barking into a cordless phone and fiddling with her hair in the mirror. ICE PRINCESS Yeah, yeah, that's all very uninteresting. Bottom line, they want this fair maiden back next year, they are going to have to pay. Big time. I don't want to be pressing a sucky red button all my life. Ice Princess slams down her antenna and gives up a sur- prised smile to Penguin. ICE PRINCESS Why Mr. Cobblepot, I didn't hear you come in..... PENGUIN (malevolently) Why thank you. It's one of my strong points. Heads up. Penguin heaves the Super-bat-a-rang the Ratty Poodle retrieved for a point blank whoosh into the Ice Princess's forehead, thwacking her into her makeup table. The batarang boomerangs wildly back causing Penguin to hit the deck. It reverberates off the wall a couple times before dropping to the shag. A lone white dot blinks off. 144 EXT. HER TRAILER--DUSK 144 Penguin drags the Ice Princess out of the trailer. Punch and Juliet finish spraypainting to help him yank out the vast-dressed damsel. PENGUIN How could the Caped Crusader do such a thing? One, two, three, pull! One, two.. Revealed upon the trailer, the words "LET THE ONE WITHOUT SIN CAST THE FIRST STONE" are spray-scrawled next to a spooky, dripping drawing of a bat with a death skull. 145 INT. WAYNE MANOR DEN--EARLY EVENING 145 Lit only by the fire now, Bruce wakes with a start, still entangled with a napping Selina. Seeing a clock showing 6:30, he gracefully winds out of Selina's arms as not to disturb her serene slumber, then bolts off. 146 INT. WAYNE MANOR STAIRCASE--EARLY EVENING 146 Bruce rumbles down a set of stairs. Alfred saunters by at the bottom of the stairs. ALFRED Bruce, the computer search on the campaign check came through. You were right. It's Max. The money for the Cobblepot Campaign Fund comes from the account of a small Waxed Lips company in the islands. Owned by the Shreck corporation. Bruce pauses on the staircase. BRUCE Shreck bankrolling Penguin...Damn him. I think we should send Max one of our little gifts. ALFRED Agreed. Alfred opens up a cabinet as Bruce continues down the stairs. Alfred takes out one of many identical SCARABE BROACHES. BRUCE Why didn't you wake me, Alfred. The Re-lighting of the Tree is in a half-hour. ALFRED (awkwardly) I was hoping you would miss it. BRUCE You heard Penguin in the Plaza today. He's going to do something. He practically issued an invitation to me. ALFRED He did issue and invitation. That is what I'm afraid of. The whole thing is... BRUCE I know...You didn't put any money on this, did you? Bruce smiles off until Alfred calls out, causing him to antsily semi-stop. ALFRED And what of your friend? BRUCE Oh, Miss Kyle. Her name's Selina Kyle. She's wonderful. Tell her I had some business that came up and I'm really, really, sorry and...and communicate to her that I, I don't know, that I really like her. Not just in a stupid "Be my girlfriend" way. That she makes me feel very.... inside. Very... ALFRED ("get going") I will work on it, sir. Bruce smiles and bolts off. 147 INT. WAYNE DEN--DUSK 147 Selina slowly wakes out of her catlike ball with a purr. She then looks to her watch and freaks upward. 148 INT. THE WAYNE STAIRCASE--DUSK 148 Selina dashes down the staircase. Alfred glides out to greet her. SELINA Alfred. The butler, I mean, more than a butler. Bruce's told me about you... ALFRED Hellow, Miss Kyle. Mr. Wayne told me to tell you... Selina semi-runs in place like Bruce did. SELINA Mr. Wayne. Tell Bruce, some business came up, and...And Alfred, tell him I've been going through a lot of changes and... no, don't tell him that. Just... tell him, he makes me feel like I really actually think I am... (laughing) Or you know, if you can cook up a sonnet or a dirty limerick or something. ALFRED I will work on it. Alfred grins as Selina runs off. 149 INT. BATCAVE--NIGHT 149 Bruce breaks out the Bat suit and begins to get into it. A live broadcast from Gotham Plaza silently shows on a screen. 150 INT. SELINA'S VOLKSWAGEN--NIGHT 150 Selina chugs down the road, pulling her Catwoman outfit out from underneath the single-woman-old-People-magazine- Diet-Cola-can detrius of her Volkswagen. 151 EXT. A GOTHAM ALLEY--NIGHT 151 The Batmobile coasts into a deserted alley. Batman activates the security cloak. He storms off. 152 EXT. GOTHAM PLAZA--NIGHT 152 Gotham is ready to party. A hearty mass of people are crammed into the Plaza before the gigantic, unlit Christ- mas Tree, breathless with an anticipation usually saved for New Year's. The Massive Electronic Teletype reads, "New Lights for the Tree. New Hope for the City. Shreck Electric..." 153 EXT. THE SHRECK ALLEY--NIGHT 153 The familiar Ratty Poodle, with an Elf hat on his head hobbles to the mouth of the alley. Seeing the Batmobile, he barks off. Moments later, following the poodle, a perversely hetero- geneous squadron of other Penguin crew members dressed as elves, strategically surround the Batmobile, each holding a toolbox. The Raggedy Barefoot Waif unzaps the security cloak. Each Elf, locks a card of a meticulous drawing onto a pro- truding headpiece, so each Elf can scan the card while toiling with both hands. The Elves begin taking apart the Batmobile. 154 EXT. GOTHAM PLAZA--NIGHT 154 The Mayor paces the Plaza stage, badgering his staff. MAYOR Let's just get the Ice Brat out here, get her to push the damn button, and light up the silly tree. Then we all go safely home, roast Jack Frost's chestnuts on an open fire, and talk about what a good time we had and what a good mayor I am...Jim! Didn't I say it'd be clockwork? COMMISSIONER GORDON The Ice Princess has been kidnapped. Commissioner Gordon gravely steps forward with other policemen. The Mayor goes into psychotic denial, addressing Gordon with the same chipper tone and expression. MAYOR Jim! Didn't I say it'd be clockwork. GORDON It gets better. It looks like the person who kidnapped her is...is.. Overcome with grief, Commissioner Gordon holds out the slightly blood tinged Batman's bat-a-rang. MAYOR Jim! Didn't I say...Batman! I always knew that freak was a security risk! 155 EXT. TOP OF A GOTHAM BUILDING--NIGHT 155 Batman takes a sentinel position above Gotham Plaza and scans the crowd. He curiously watches Commissioner Gordon and his militia rush into police cars and screech off. Batman's attention is wrenched away by the sight of Cat- woman in the distance, panthering off one building onto another. He watches her slink down to a lone lit up floor where Penguin can be distinctly seen cackling and waddling around a bound-on-a-chair and gagged Ice Princess. Catwoman climbs into the window. Batman fires across a grapple to the ledge above the floor. 156 EXT. THE ALLEY--NIGHT 156 The Batmobile has been dismantled and picked apart like a post-Thanksgiving turkey. The Quasi-Elves deviously perform delightfully incomprehensible and detailed handi- work upon the skeleton with their tools, while engaging in blue collar bitching. Wires are twisted. Clamps are added. The piece de resistance is A WARPED-TECH BEACON/ ANTENNAE that is placed carefully beneath the vehicle. SWORD SWALLOWER I'm just saying, I wouldn't mind sitting down and having a drink with him. STEELY DAME With that snob Batman! I can't believe I'm hearing this from you! DWARF ONE He's not saying he doesn't want to see Batman destroyed tonight. We all do. But wouldn't it be intriguing to pick his brain. In a way, he's one of us... NERDISH CLOWN His family was killed in a meaningless act of violence and he does the bat-vigilante thing out of revenge...That's my theory. Penguin's elves moan in disagreement. SWORD SWALLOWER Damn, nobody wants to hear your boring theories. Man, why did we let you in the gang? 157 EXT. LEDGE--NIGHT 157 Batman finishes a violently swooshing wire and pulley ride. He slams against the wall of the building. How- ever, the moment his feet land firmly on the ledge of the building, the lights in the large, lofty room containing Penguin, Catwoman, and the Ice Princess-in- distress, mysteriously go out. 158 INT. INSIDE THE DESOLATE-EXCEPT-FOR-A-CHAIR FLOOR--NIGHT 158 Creeping through the open window, Batman can make out the dimly lit figure of the Princess struggling in her chair. He undoes her gag. Her eyes are looking out over his shoulder. ICE PRINCESS Why is the building across the street laughing at us? A perplexed Batman turns to the windows not facing the Plaza. A perfect configuration of lit windows in the building across the street form the flashing on-and-off word of HA HA HA. Batman tries to come up with a reaction to this bizzare sight, but his attention is directed downward by the sound of sirens. The set of police cars that Batman saw leave from the square are now screeching up to the non- square side of the building. BATMAN Strange. A set-up. ICE PRINCESS But Batman, how can somebody be set up for a kidnapping...I'll just tell the authorities the truth and... CATWOMAN (O.S.) Who said this was a kidnapping? Catwoman drops down from the ceiling and launches a trade- mark full length kick at Batman, but the came-to-play Crusader grabs her heel and vigorously thrusts her backward into a shattering set of windows. CATWOMAN I thought we had something together. BATMAN We do. Batman swings out. Catwoman backflips away to the Princess and slashes down. But only to cut the Ice Damsel's ropes. Catwoman rips her off the chair and tugs her through a door. CATWOMAN Excuse us, Girl talk! ICE PRINCESS He-lp! Batman hustles after them. 159 EXT. THE ENTRANCE TO THE BUILDING--NIGHT 159 Commissioner Gordon gloomily watches his men bash open the door. 160 INT. BUILDING STAIRCASE--NIGHT 160 Catwoman wrenches a resisting, squealing Ice Princess up a staircase. Batman rumbles after them, a floor behind. 161 EXT. THE ALLEY--NIGHT 161 The Elves busily backtrack, putting the Batmobile back into its original state, piece by piece. NERDISH CLOWN Then again maybe he's just a guy who has a thing for bats. SWORD SWALLOWER Cork it. We're a dream... Each Elf gives the Batmobile a simultaneous last little buff with his or her shoulder. The Waif reactivates the security shield as the Elves skedaddle. 162 INT. THE STAIRS--NIGHT 162 Batman crashes up a final set of stairs through a door onto... 163 EXT. THE BUILDING ROOFTOP--NIGHT 163 Where Penguin is pointing an umbrella to the temple of the shuddering Ice Princess. Catwoman is nowhere to be seen. PENGUIN Batman! My oh my, caught chasing Pussy-cat. Glad you could make it. Nothing's worse than arriving late to an assassination. BATMAN Drop the umbrella. Your feelings of impotence have gone too far. You... PENGUIN (pretends to be nodding off) Oh, sorry...Gee, I guess I never looked at it like that. I feel pretty selfish. Here Cinderella, you take it... Penguin hands over the umbrella to a befuddled Ice Princess. The handle of the umbrella clamps both the Ice Princess's hands and suddenly goes into its spinning, cloth shredding mini-helicopter mode! The fully costumed Princess starts to float up over the edge of the roof. Batman races to outstretch after her, but she sputters out of reach, drifting out over Gotham Plaza. Penguin presses a button on a hand console. The umbrella handle comes off in the Princess's hand. She sails down, gorgeously wailing toward the crowd and the Christmas Tree below. 164 EXT. POLICE STATION ROOF--NIGHT 164 Dwarf Two in Elf threads hot-wires on the Bat Beacon Spotlight and tips it so the beam comes down off the sky right onto... 165 EXT. THE BUILDING ROOF--NIGHT 165 and Batman himself (!), who stands on its edge. 166 EXT. DOWN AT THE PLAZA--NIGHT 166 A viewed segment of the crowd peers up. CROWD MEMBER Batman! He pushed the Princess! The devastated Mayor and his staff follow with their heads the trajectory of the princess's body and their careers. The Princess's body slams down onto the big red button. This causes the Christmas tree to come to life, but not with lights. A LEGION OF EEKING BATS bellow out from the tree's branches and swoop down upon the crowd, clawing at heads and shoulders. Mind boggling pandemonium. Tearing and batting at the bats, people crunch through telephone booths and storefront windows. The Massive Electronic Teletype reads out: YOU PEOPLE ARE NOT WORTH PROTECTING. YOU ARE WORTH DESTROYING. LOVE, BATMAN. Punch and Juliet stand content in the eye of the frenzy. They give each other a thumbs-up sign. A PACK OF MADE OVER WOMEN IN SMOCKS plow from a beauty shop, besieged by bats violently re-arranging their hairdos. 167 EXT. THE BUILDING ROOF--NIGHT 167 Batman stands frozen under the Bat Beacon glow. He snarls toward a whooping-it-up Penguin. PENGUIN I knew it would be delicious, but this is too good... The cops blast through the rooftop door (which swings open to deftly hide the nearby Penguin). Batman stops his snarl as the Officers open fire. BATMAN Wait... COMMISSIONER GORDON Hold your... The bullets violently ripple against Batman's armor, sending him reeling back, over the edge of the building. Batman tumbles in air, clangs off a terrace railing, then bone crackingly inverts onto the next building terrace. 168 EXT. THE TERRACE--NIGHT 168 A crumpled-on-the-ground Batman aches up, but is gently pushed down by the heel of an approaching Catwoman. CATWOMAN You're purr-fect; everything I could ever want in a man: scared, confused, and about to die. BATMAN I also play a mean accordion. The disguised Selina Kyle collapses into an erotic straddle of the disguised Bruce Wayne and gives him a quick lick. The drunk-on-pain Batman focuses on some mistletoe hanging above Catwoman. He manages a snort. Catwoman looks up and chuckles with him. BATMAN A kiss under the mistletoe. Did you know mistletoe is poisonous, if you eat it? CATWOMAN But a kiss is deadlier, if you mean it. Catwoman unfastens the Bat belt from the semi-paralyzed superhero and flings it off the terrace. BATMAN How did you know that truck would drive by after you jumped? CATWOMAN I didn't. What about you? Did you mean what you said, Batman, the other night we hung out? About hating society? Or were you just outmaneuvering me? 169 EXT. BELOW--NIGHT 169 The bat belt spins to the ground, its chemical payload half-exploding on impact. Frightened Gothamites obli- viously scud past it. 170 EXT. THE TERRACE--NIGHT 170 Catwoman runs her talons down Batman's armor. CATWOMAN No answer? So much for foreplay. Who are you? Who's the man behind the Bat. Maybe he can help me find the woman behind the Cat. (pressing armor) That's not him...here you are... Catwoman's talons poise at the end of Batman's armor, just above the waist. Catwoman thrusts. Roaring up, Batman fiercely whams Catwoman off him, into a moaning ball. Batman operatically rises, bleeding from the talon holes and aching from every pore. He moves to the edge of the terrace and does a swan dive off it. 171 EXT. IN AIR--NIGHT 171 From out the back of Batman's arcing downward costume, a pair of balsa wood-enforced, lithe black cloth kite- wings extend out and open. Batman uses his wings as a hang gliding parachute, leveling off his mean trajectory. 172 EXT. BELOW--NIGHT 172 Gotham citizens stop their fleeing to gape at the terrifying sight of Batman flying amid his real-life counterparts. 173 EXT. A SECLUDED ALLEY--NIGHT 173 Batman continues to swoosh ever downward. He edges out before the crowd. Parallel to the ever-this-is-gotta- hurt-closer ground, Batman Brannifs into an alley down for a skidding, quasi-crash, leaving him barely conscious. The black balsa batwings crunch to pieces in the tumble. The lead pack of the crowd, A SURLY, HETEROGENEOUS MOB OF THREE (One is a cop) huff into the alley and surround Batman's body. NIGHTSTICK COP Yes! We bagged that big blue hypocrite! ANGRY MOB MAN Let's crucify him...or something. ANGRY MOB FEMALE The mask, jerk! Take off the mask! The trio hunkers down as the Angry Mob Male fiddles with the back seam of the mask. As he grits his teeth and makes a savage pull, the Batsuit Chestplate detonates and deflates, causing a burst of dark blue gas to blast up into his persecutors' faces. Batman coughs, awakens, and gives the Angry Male a solid kick, slamming him back into the others. Aching up, Batman stumbles down the alley, breaking into a seething dash. 174 EXT. ANOTHER BLOCK OF THE CITY--NIGHT 174 Penguin gives a congratulatory two-handed grab of Catwoman's paws. They are standing before a fountain that absurdly seems to have frozen during an Old Faithful-size upward splash. PENGUIN Outstanding work. You're Beauty and the Beast in one lusciously wrapped package. CATWOMAN Right back at you. Now we do some real damage to the powers-at-be... PENGUIN (not paying attention) You were the real thing, tonight. You're an incredible, creative villain and that's what makes it so hard to do what I have to do. ...That department store you hit last night belonged to Max Shreck. CATWOMAN What does that poisonous piece of Upstanding Citizen have to do with anything? PENGUIN (doing a cat screech) Temp-er. Sorry, you feel so strongly, bu-ut Max Shreck is my bankroll, my boss, and a pretty neat guy all around... CATWOMAN My God, you were the one. The one he thought I saw him talking to. That's why he... Catwoman gives off an incensed screech and spin. She begins pounding her forehead just like Selina did, speaking in her voice. CATWOMAN Corn dog! Corn dog! Corn dog! Max owns the good guys and the bad guys. Even vulgar, twisted little mutants like Penguin! PENGUIN (poignantly) The name's Oswald Cobblepot, and I don't think I like you anymore. Penguin fires a petite fireball from his umbrella. It sears into Catwoman's shoulder, blasting her back into a writhing fit. He then puts an umbrella in her hand. It locks on. And goes into a choppering fury. PENGUIN Go to Heaven. Catwoman's wounded body is lifted from the ground, limping upward into the air. Penguin sadly watches her go. PENGUIN I knew I'd have to kill you. It only made me love you more. PUNCH (rushing up) Batman has left the building. JULIET What you did in the Plaza, they should put in a textbook...but you might want to think about going to Plan B now. PENGUIN (wistfully) Why not? A colossal Recreational Vehicle emblazoned with a VOTE FOR OSWALD insignia and a grand antennae rumbles up be- hind him. 175 EXT. GOTHAM SKYLINE--NIGHT 175 Catwoman's wounded body continues to endlessly whirl through the Gotham stratosphere, past its skyscrapers. She painfully reaches up with her free claw and tears open the handle lock. She is released. Catwoman makes a dazzlingly awesome freefall plunge, finally crashing through a building skylight into... 176 INT. A PENTHOUSE GREENHOUSE--NIGHT 176 and a tableful of flowers. She lies for a moment in stunned silence then launches up to wail an inhuman wail that tumultuously shatters all the greenhouse glass. 177 EXT. THE BATMOBILE ALLEY--NIGHT 177 A battered Batman gallops into the alley and undoes the security cloak on the deceptively pristine Batmobile. Batman thunks down into the driver's seat and takes a breath of guarded relief when suddenly the doors make severe locking noises. All systems on the control panel flash on by themselves. The engine cacophonously vrooms up. 178 INT. THE RECREATIONAL VEHICLE--NIGHT 178 Penguin scuttles into the back of the motor home, past various Carnival creeps. He bounces into a seat before an absurdly twisted, Renaissance-tech remote control panel of switches, buttons, and levers, all labeled with functions of the Batmobile, including a mini-steering wheel. 179 INT. THE BATMOBILE--NIGHT 179 Batman pounds his fist into a Batmobile window to no effect. Penguin's face comes on his screen the same way Alfred's innocuously did before. PENGUIN (screen) Don't adjust your set. Welcome to the Oswald Cobblepot School of Driving. If you're not humiliated and dead by the end of our first lesson, money back guaranteed. Gentleman, start your screaming... Batman becomes motionless. The vehicle thunders forward, slamming his back. 180 EXT. THE BATMOBILE--NIGHT 180 blasts from the alley and makes a wild turn onto the street. 181 INT. RECREATIONAL VEHICLE--NIGHT 181 Penguin rambunctiously joggles the steering wheel. On one screen, he sees Batman's drained face. On another screen is batmobile-eye view. PENGUIN I know this is a bad time to mention it. But I don't even have a license. Thought you might like to know. 182 EXT./INT. THE BATMOBILE--NIGHT 182 Shrieks wildly down the street and up the sidewalk, sending people and things screaming and crashing. BATMAN Thanks... Batman sneers in mortification then bashes down and tears off a shard of his console. He rips and tugs at various wires. Penguin gives a disappointed frown from the screen. PENGUIN (screen) Oh come on, just sit back and enjoy the ride. The night is young. Oh, watch out for the newsstand... 183 EXT. THE BATMOBILE--NIGHT 183 demolishes a newsstand, scaring off terrified bystanders. 184 INT. RECREATIONAL VEHICLE--NIGHT 184 Penguin scratches his chin. PENGUIN Fire hydrant? Too cliche. The Batmobile swerves past a fire hydrant, wildly surging... 185 EXT. INTO GOTHAM PLAZA--NIGHT 185 The Batmobile ferociously heads into the Plaza and buzzes the rejuvenated-in-a-bad-way townpeople. 186 INT. RECREATIONAL VEHICLE--NIGHT 186 PENGUIN plays his controls like the Phantom of the Opera. 187 EXT. GOTHAM SQUARE--NIGHT 187 Batman rages as the batmobile sides flank out, no longer in the name of good, but to bash down fleeing bystanders. Levers on the console go down by themselves. Batman slams out to give them Herculean pushes upward. The steel spikes Gatling-blast out everywhere, destroying all-remaining Christmas decorations. 188 EXT. PLAZA--NIGHT 188 REPORTER BIX CARBONDALE shouts into the camera. BIX CARBONDALE This is Bix Carbondale in Gotham Plaza. Batman is out of control. First came the bats and now... A flying steel chunk smashes Carbondale to the ground. 189 INT. THE BATMOBILE SCREEN--NIGHT 189 Penguin talks through the screen as Batman tears at his console. PENGUIN You gotta admit it feels good. You saw the way these taterheads turned on you. Tell me it's not a little fun. BATMAN I'm not...this isn't. 190 EXT. GOTHAM SQUARE--NIGHT 190 Meanwhile, a pack of Gothamites flee in different directions, leaving the Adorable Little Girl from the opening stranded and confused. The Batmobile specta- cularly angles right at her. She's a bunny paralyzed by the headlights. 191 INT. THE RECREATIONAL VEHICLE--NIGHT 191 Penguin licks his lips as the screen zooms toward her. PENGUIN Oh, this is going to hurt her a lot more than its going to hurt you. Penguin presses down on the accelerator. 192 INT./EXT. THE BATMOBILE--NIGHT 192 Batman looks to the oncoming child and goes dead. He yanks open a ceiling panel, revealing another myriad of wires and fuses. He stares with spooky undistracted concentration. He pulls out a round fuse. The Batmobile squeals to a sudden dead halt, centimeters from the vibrating then fleeing Adorable Little Girl. 193 INT. THE RECREATIONAL VEHICLE--NIGHT 193 Penguin moans out of annoyed sexual non-release. PENGUIN Oh God, why...why did you stop. It felt so good, so...what the heck, how about one last spin! Buckle Up! 194 EXT. GOTHAM PLAZA--NIGHT 194 The steel jack-type device again explodes out of the bottom of the Batmobile, lifting it up off the ground. But instead of going into a simple, suave 180 twist, the batmobile convulses into a Tasmanian Devil spin that revolves the car around at mind-roasting speed. A battalion of police cars surround it. Officers unhatch and begin firing. 195 INT. THE BATMOBILE--NIGHT 195 Breaking into a loud snarl, a swirling Batman tries to mangle open his matching square knob. Penguin's image on the spinning screen surreally cackles.... 196 INT. THE RECREATIONAL VEHICLE--NIGHT 196 Penguin twists the Square knob some more and then kicks back in his seat to watch and squawk. PENGUIN Who wants to go faster? I can't hear you! Come on, everybody raise your hands! 197 EXT. THE BATMOBILE--NIGHT 197 spins even faster. Batman rips off his own square knob, pounds back the fuse above him, and rips sparks some wires in his steering wheel. The jack is sucked back up and the Batmobile breaks out of its cartoon swirl and blusters forward deftly between two police cars, screeching molecules to spare. 198 INT. RECREATIONAL VEHICLE--NIGHT 198 Penguin falls back off his seat in anger and shock. 199 INT. A CAR REPAIR GARAGE--THE SAME DAMN EVENING 199 A scruffy Teen, who'll be referred to as THE KID, is sweeping the grimy floor of a small, gloomy car repair garage. He wears a wildly tattered grease-monkey uni- form and a blaring Walkman which prevents him from hearing the sound of shouts and sirens. He pits down his broom and sighs a sigh. THE KID Too much excitement for one night... Why do I keep reading this stuff? The Kid picks up a comic book that says THE TRUE LIFE ADVENTURES OF BATMAN and moves down upon a sleeping bag on the concrete floor of the garage. He opens up the comic book....just as the Batmobile spectacularly crashes through the glass garage doors and screech stops over two jack flanks. BATMAN Up! The Kid de-Walkmans and flings his silly comic book. He slaps up a lever that launches up the two jack flanks into the belly of the batmobile, lifting the oversize vehicle off the ground. 200 INT. THE RECREATIONAL VEHICLE--NIGHT 200 Penguin frantically grasps and twists his steering wheel. PENGUIN What...why? 201 INT. THE GARAGE--NIGHT 201 The wheels of the lifted Batmobile futilely twist and spin. 202 INT. THE BATMOBILE--NIGHT 202 Penguin shouts on the screen. PENGUIN (screen) You're cheating! You dirty bat-- Batman pounds his fist through the screen, shutting him up. Batman then takes a piece of the batmobile console and jimmies open his door. 203 INT. THE GARAGE--NIGHT 203 Batman dramatically lands, staring face to face with the Kid. THE KID Oh man....I don't believe...Fill er up? Check the oil? Key to the restroom? Don't talk. I might wake up. The Kid kicks forward a small stepladder, grabs a toolbox, and lurches forward. 204 INT. THE RECREATIONAL VEHICLE--NIGHT 204 Penguin and his crew are now angrily re-working the wiring on their console. PENGUIN Get out there and repo! It's my toy! Penguin's Circus Foot Soldiers come charging out of the RV. 205 INT. THE SEEDY GARAGE--NIGHT 205 Talking as fast as he works, with barely human speed and desterity, juggling a variety of tools, the Kid dances out a dazzling pit stop surgery that causes the glowing Beacon Rod to drop into his suddenly stopping hands. THE KID Oh man, this car is a religion! And it's not even an import. You know, I'm getting into the whole crime-fighting arena myself. So far, it's just been a couple shoplifters and a drunk driver. You know, only so much I can do on a bike. And I'm a little shaky on this whole Bat-Cat-Penguin thing, don't you know. I mean, what, I gotta be Goat Boy? I gotta put on a cowbell and shout Moo before I bust some guy's--Whoa, Batman, you can't be serious with these lame- ass shocks. FIne automobile like this...You must got stock in the company. Here let me set you up-- (to beacon) ...Hello, talk about a specialty part... The Kid tosses the beacon to an impressed Batman who snaps it off in his catching hand. BATMAN Thanks. 206 INT. THE RECREATIONAL VEHICLE--NIGHT 206 Penguin's contraption completely goes dead. Penguin flops down. PENGUIN It was the perfect evening. Disgraced my enemy. Had a Date. Watched her die. Now this! Unfair! 207 INT. THE GARAGE--NIGHT 207 Batman lets the snapped beacon pieces clatter to the ground. BATMAN Appreciate it. Wallet's in my other pants. THE KID On me... Batman looks off to the sound of commotion. The Kid glances up through the open door of the Batmobile. A peculiar, multi-dark-colored object resembling a morbid pinwheel top pokes up from the floor. The Kid snatches it... as four of Penguin's garish Circus foot soldiers tear through the shattered garage door. Batman steps forward, but before he can do anything else, the Kid kicks up his toolbox and ferociously swings it across two of the thugs' faces, splaying them to the floor. Another one lunges out... THE KID Yo Batman, if that is your name, you on your break or what? BATMAN Don't talk. Down and left. The Kid spins down and launches into a deft martial artistic kick-and-sweep that levels the attacker. AN UNSPORTING CARNIVAL CREEP points out a gun toward the Kid's back. Batman cooly pelts down the Garage's jack lever. The Batmobile slams down on the Unsporting Creep's foot. Batman savagely frisbees a hubcap into his yelping face, knocking him cold. A couple of the previously bashed Thugs pull out more impressize artillery and begin firing. Batman rips the frozen Kid into the Batmobile with him. 208 INT. THE BATMOBILE--NIGHT 208 The Kid sits in the driver's seat in a state of shock. Batman turns as bullets batter the window. BATMAN "Reverse" might be a good way to start. The Kid does a cartoon wobble of his head then reaches out. 209 INT. THE GARAGE--NIGHT 209 In one awesomely fluid move, the Batmobile squeals back- ward past the thugs, through whatever remains of the garage door, and into the street where it rams into a passing police car. 210 INT./EXT. THE BATMOBILE--NIGHT 210 The Kid smiles. THE KID Not bad pickup. Zero to 60 in no seconds. Could get used to this. The Batmobile screams away. It turns a corner to zig and zag among people and public landmarks. The Kid works the steering wheel like any arcade prodigy. THE KID I think I'm going to get a free game. BATMAN Funny. A right. 211 EXT. STREET--NIGHT 211 THE MALEVOLENT FIRE ENGINE wails into the chase, with the Fire-clowns and some Steely Dames scattered across its top. Two Police Cars swerve in beside it. All parties blow out their weaponery at the Batmobile. 212 INT. THE BATMOBILE--NIGHT 212 The Kid is getting queasy from the bullet barrage. Batman begins methodically rummaging through his console's twisted wires. THE KID Is there a reason why the police and the Fire depart--I don't wanna know. All the times I ever dreamed of driving the Batmobile, I never got killed! I want you to know that! Strictly mow down the bad guys and maybe pick up some mature ladies for a night cap... BATMAN (not looking up) Left. 213 INT. THE POLICE CAR--NIGHT 213 Revealed in the passenger seat, Commissioner Gordon stops shooting to make loony eye contact with his criminal Uzi- toting elf-Clown-Firemen-Steely Dame counterparts. 214 INT./EXT. THE BATMOBILE--NIGHT 214 Batman works through the wires at a more quickened pace. BATMAN Right. THE KID Right? Now whoa, the right is a dead... BATMAN (slightly raising voice) Right. The Batmobile swooshes onto a road that has two, omni- potent brick buildings towering at the end of it with only a small not-quite-a-car-let-alone-a-Batmobile-size gap between them. 215 EXT. STREET--NIGHT 215 THE POLICE and the Fire Engine screech in behind them. STEELY DAME Mr. Cobblepot, he's in the bag! 216 INT./EXT. THE BATMOBILE--NIGHT 216 The Kid is barely holding in Don Knotts-size yelps. THE KID I knew it! We'll never fit! This is my town! I say it's a dead end then that end will be dead! BATMAN Don't worry. Faster. THE KID Faster? Wake up and smell our corpses, you Count Dracula loving... Man, stop trying to fix the tape deck! The Batmobile streaks closer to the building. The Cops and the Thugs continue to fire. Batman sparks two wires together. The windsheild wipers come on. BATMAN (gently puzzled) What's funny? I ain't laughing! Dirty jokes about other people's mother are funny! Monkeys in rollerskates smoking cigars are funny! This isn't... The buildings loom before the windshield. BATMAN (with a strange laugh) Now I'm a little worried...Oh. Batman connects two wires. 217 EXT. BATMOBILE--NIGHT 217 The sides of the Batmobile break off and clang to the ground and the wheels of the car remarkably contort in a single file roller blade position, leaving only a sleek missile of a car that smoothly darts between the gap of the two buildings. 218 EXT. THE STREET--NIGHT 218 Gordon's cars and the Fire Engine try a last minute unswerve, but end up swirling together into the building fronts in a staggering pile up. 219 EXT. OTHER SIDE OF THE BUILDINGS' GAP--NIGHT 219 The Bat-missile-mobile slashes out of the gap. The Kid whoops in laughter out the doorless vehicle. batman smiles. The car does a suave, angled speed skate around a corner. 220 INT. THE RECREATIONAL VEHICLE--NIGHT 220 Penguin is snarling into his radio. The Nerdish Circus Spook Scientist stares out the window. PENGUIN It did what? Find him! NERDISH SPOOK Sir, I have some good news and some bad news. Good news. I found him. PENGUIN What's the bad... (looking out window) Ugh-ooh. Gotcha. The new batmobile is seen bolting right at them. 221 THE NEW BATMOBILE--NIGHT 221 Batman turns to the Kid. BATMAN I want to wear him. 222 EXT. THE NEW STREET--NIGHT 222 The Batmobile drills up through the RV and out the other side, through the Vote for Cobblepot sign. It then proceeds to mosey down the calm and deserted street. 223 EXT. STREET CORNER--NIGHT 223 The Batmobile squeaks to a teetering stop. The Kid wobbles out with a dazed grin. Batman moves into his place. BATMAN Not bad. THE KID Uh, yeah, hey, my card. Maybe we can get together again if... The Kid tugs out a rumpled card from his uniform. Batman takes it with a nod, then screeches off. In a glow, the Kid watches the vehicle make a debonair swerve around a corner. A couple of Street Punks scuffle up behind the Kid. STREET PUNK Hey man, where were you? Did you see what happened in the Plaza... THE KID (beside himself, frustrated) Did you just see...I was with...I was in...I was driving..I..Did you... ("They'll never believe it") Oh, forget it. The Kid wearily beams off. He wipes off his arms, then brushes his chest. He smooths off some grease that reveals an enigmatic R on his uniform. 224 EXT. GOTHAM PLAZA--THE NEXT DAY 224 The viewer's viewpoint pulls out on what was once the Batman Merchandising Store. It is in the process of being refurbished with Penguin goodies--clocks, lunch boxes, T-shirts, and umbrellas. Moving upward, one sees, wearing scattered bandages, Penguin, standing tall upon the stage, bathed in cheers, a Red, White, and Blue Umbrella in his hand. PENGUIN When it came to making this city safe, the Mayor had not a plan, only a man. A Bat-man. A spooky and abnormal ticking time bomb of a man, who finally exploded last night. Unlike the Mayor, I tried to defuse him. I cut him off with my RV. 225 INT. A WAYNE MANOR STUDY--DAY 225 A Wall Unit T.V. in a mezzanine-type level study, over- looking the Manor Living room continues to show the gleaming Penguin. CROWD (T.V.) Recall! Recall! Recall! A bat-a-rang whooshes through the air, bangs the on off button, turning the image of weeping Penguin off and then boomerangs back to Bruce, who is standing with sunglasses on. Alfred is stitching his arm. BRUCE Restores my faith in inhumanity. ALFRED Commissioner Gordon called to warn us that Batman will probably try to attack the elite of the city. BRUCE What did you tell him? ALFRED I told him that since you, in fact, are Batman, that this does not pose a problem. BRUCE Alfred, you're on a roll. ALFRED What is considerably less amusing is that you let this car-hop-street- urchin actually drive... BRUCE Alfred, I don't want to talk bout it... ALFRED You let him see... BRUCE Alfred. Who let Vicki Vale into the batcave? I'm down there working, I turn around, "Oh hi, Vicki, have a seat..." ALFRED (seriously) I was just so...worried and frightened...the bats...On the T.V., Bix Carbondale getting bonked in the back of the... BRUCE You should have warned me not to go. Bruce and Alfred share a warm chuckle, then get serious. Bruce pulls out the check. As he speaks, Bruce saunters to an aquarium tank full of violently exotic fish. He rolls up his sleeve, then shoots his arm in the water to twist an underwater castle shaped like Wayne Manor. The fish swarm his arm. ALFRED Well, is there at least a way to send the information about the Cobblepot Campaign Fund to Commissioner Gordon? BRUCE Max can't be treated like a purse snatcher. He's protected by the Mayor. So that's why I anonymously sent a copy of the check and the information directly to our backstabbed Mayor himself. I have no illusions about our Mayor's actual power, but there can't help being some fireworks. Let's see how much Max gets burned. Bruce pulls his arm from the underwater castle. He continues calmly speaking as a bookcase dramatically opens revealing a little key undramatically hung on a hook. Bruce unceremoniously picks it off and heads toward a wide, closed Sarcophagus in the corner of the room that has been painted with the design of an Ancient and Mysterious woman. Bruce eyes it. BRUCE Oh Alfred, did Selina get home okay? 226 INT. SELINA'S APARTMENT--DAY 226 The viewer is suddenly taken wildly through Selina's apartment, into her kitchenette. Curled in a quivering ball on the floor, still in her Catwoman outfit, Selina shivers as a deranged spray of water from her broken- again faucet spews all over her. Her cat screams atop Selina's inert, drenched body. In Selina's hand is a soggy invitation to Max Shreck's annual Christmas Eve MAXquerade Ball. 227 INT. WAYNE MANOR STUDY--DAY 227 The viewer is whipped back into the Wayne Study. ALFRED I am sure she got home just fine. She seems like a very nice woman. BRUCE She is. With the key, Bruce opens the Coffin, revealing it is an Iron Maiden, lined with sharp spikes. Bruce steps inside it. ALFRED I believe I'll take the stairs. Bruce nods as the Iron Maiden begins to close. The spikes suddenly lower themselves. The bottom drops out. 228 INT. THE BATCAVE--DAY 228 Bruce slides out of an inclined chute into an unbroken stroll to a batcave console. He does some unseen console punching and calls out to Alfred, who is chugging down a staircase. BRUCE Max receive our gift? ALFRED Oh yes, and I told him how nice it would look in his conference room. Bruce presses a button that resembles the Scarabe gift. 229 INT. MAX SHRECK'S CONFERENCE ROOM--DAY 229 The viewer's viewpoint pulls out from the elegant Scarabe gift resting on a shelf in Shreck's conference room. The Mayor and his staff vibrate past this literal Bug, into the room with an unleashed, but unavoidably a little tentative anger like children discovering an emotion for the first time. The unflinchingly zen Max Shreck is in his chair in the middle of the conference room. It is slowly, creepily revolving in a circle. He is again disturbingly toying with his Music Box. MAYOR Max Shreck, you're a fiend. A grubby fiend and I'm not afraid to say it. In fact, I just did say it. My office was given... information; about you, Penguin, and all this....! MAX SHRECK It's about time someone realized those big checks were coming from somewhere interesting.... MAYOR You wanted me to find out about this? Max lifts his battered and acupunctured Music Box. MAX SHRECK How else could you learn your lesson? Last month, I bought this music box, but it would not play music. Now I could have taken it back to the store, taken it to a repairman--I could have put the company out of business. Unsatisfying. This box needed to be punished, tortured. I mangled it with tools and wires and lined its gears with acid. At times, I can hear it scream. 230 INT. THE BATCAVE--DAY 230 Huddled around the console, Bruce and Alfred listen in horror. MAX (O.S.; Speaker) The only way to fight the pain of society is to become it. 231 INT. MAX SHRECK CONFERENCE ROOM--DAY 231 Max halts his spinning chair, directly facing the Mayor. MAYOR Like nature itself, I don't allow anyone to get away with anything, not even this barely animate object. I don't just run Gotham city, I'm its twisted soul. I build soaring skyscrapers--and scummy slums. I sponsored Planet Appreciation Day--while operating polluting factories in about every continent. The visitors are slumped in defeat. They reach out to a small bin, pull out pieces of licorice, and begin glumly munching. MAYOR This is all about me not letting you build that stupid chemical plant. All this pain... MAX SHRECK It is about a principle. You betrayed me, admittedly slightly, but still, a lesson had to be learned. By plucking a disgusting monster from the sewers and giving him your crown, I hopefully taught one. MAYOR But if we give you the damn... factory, can you, I mean, will you, stop Penguin and the Crimewave? MAX SHRECK (ascending) Oh, of course. Mayor Cobblepot was a joke I never intended in telling the punchline to. It'll just take a couple phone calls.....But you know, you really haven't apologized. MAYOR ("you son-of-a-bitch--!") Apolo--! ("What's the use") I'm......sorry. MAX SHRECK Oh heck, that's okay...don't give it another thought. Tonight's my annual Christmas Eve Max-querade Party at the Club. You should be there. Really. MAYOR With bells on.... 232 INT. THE BATCAVE--DAY 232 The unhappy pair hear the sound of a door closing and rich Max Shreck laughter. Bruce clicks off the speaker and sullenly breaks away from the console. BRUCE I guess we showed him. ALFRED What makes Max Shreck think he can so effortlessly get away with these acts? BRUCE History....I only wonder how Penguin is going to take the news he's being cut off? ALFRED Dear Bruce, Penguin couldn't have possibly thought he was going to be Mayor. I mean, really! You're not laughing. BRUCE I'm not laughing. 233 INT. PENGUIN'S CAMPAIGN HEADQUARTERS--DAY 233 Penguin gleefully prances through the doors of his campaign headquarters. Some Circus Creeps in incon- gruously patriotic clothing, dutifully chuckle in behind him. PENGUIN So once I become Mayor, I'm gonna clothe the hungry, feed the naked. Two chickens in every... The mirth of Penguin and his crew is assassinated the moment they look forward. The entire headquarters has been stripped bare. All that is left is the Walk/Don't Walk scoreboard which clicks to 14,868/17,000, empty bird cages, and a stark phone on top of a stool that begins ringing. Penguin stumbles to the phone like a gutshot Dog. PENGUIN Hell-o. 234 INT. MAX'S CONFERENCE ROOM--DAY 234 As Max glibs out on speaker phone, he pours a beaker of acid onto the churning gears of the Music Box turn along with the victim-ballerina. A barely audible but painful whine can be heard. Punch and Juliet are revealed to be seated at the conference table, biting their lips in red faced laughter. MAX Oswald, how's it hanging? I don't know how to begin to thank you. Your enthusiasm has only been exceeded by your evil genius. But alas, it's time to call it a day. 235 INT. CAMPAIGN HEADQUARTERS--DAY 235 Penguin is beside himself, attacked by a menu of emotions. He orders "Helpless." PENGUIN What day? I don't get it. I was winning. Haven't you seen the crowds? Haven't you read the editorials? Haven't... (pathetic, laughing) Why Max, you ole skindog, this is one of those practical Bloopers, ain't it? Where's the cameras? Penguin pathetically looks around. 236 INT. THE SHRECK CONFERENCE ROOM--DAY 236 Max condescendingly smiles. Punch and Juliet whimper. MAX People came to see you, because you were a good show. Limited Engagement. Did you really think you'd become Mayor? A Freak? Causing a recall election? Gosh, I feel bad now. I misled you...You know, Oswald have you ever considered doing one of those delightful Professional Wrestling shows? 237 INT. CAMPAIGN HEADQUARTERS--DAY 237 Penguin now chooses Anger. PENGUIN Pro Wrestling! Everybody knows that's not real! I'm real! A leader with vision and charisma! I was going to start a Program to teach Illiteracy and get rid of that Ozone layer that's been bothering everybody. You can't weasel out on me! I nailed that Catbimbo for you! 238 INT. THE SHRECK CONFERENCE ROOM--DAY 238 Max doesn't lose his cool. MAX By the way, if you come within 200 feet of me or my new security force, you'll be put in an institution for the rest of your life. Toodles. 239 INT. CAMPAIGN HEADQUARTERS--DAY 239 Penguin's dazed hand lets the phone drop. As he did before the spooky but HAPPY CLOWN rushes up to console his boss. HAPPY CLOWN Gee Oswald, what's the matter? Penguin swings around and thwacks the Happy Clown with his umbrella just as he did before. Penguin's face contorts into a metamorphosis of pain and serene self- analysis. PENGUIN My name's not Oswald Cobblepot. It's Penguin! And we're going home. 240 EXT. THE OLD ZOO--DAY 240 With an operatic whoosh, Penguin clangs open the gates of the old zoo. His low rent circus henchmen scramble to keep up as the invigorated Penguin marches past the desolate zoo trappings--barren cages, cracked sculptures, the Gargantuan, but seedy Electrical Phalanx and the Zoocoaster. As he roams and rages, Penguin robustly tosses off his top hat, rips open his tuxedo and yanks off his white gloves, wiggling his webbed hands. PENGUIN Home. What I missed most was the beauty. Simply ravaging. (pang of self-contempt) How could I be so stupid to think I could get respect. How could I be so stupid to want it in the first place! Let's just call it Temporary sanity. The only souvenir I'll keep is the monocle. (burst of renewal) I feel so alive! I am not a human being! I am an animal! Penguin and his crew bustle upon passing rollercoaster cars. Penguin takes a Washington-crossing-the-Delaware- stance upon one of them as it chugs forward. 241 INT. THE LAIR--DAY 241 Penguin heartily hatches from the rollercoaster cart. The Ice Conference table has melted into a majestic stalagmite blob. Penguin lets off a booming squawk of happiness. Responding to the call, his penguins flap and slide out of the water. PENGUIN Oh my babies...do you forgive me? For leaving and then coming back with my tail between my...somebody turn down the thermostat, I'm boiling! It must be two degrees in here! What do... Penguin spins to see the Four Gray-Bellied Emperor Penguins (from the opening) emerge from a dark patch in the back of the lair. All penguins and people go silent to behold their royal appearance. Except for a middle-of-a-conversation Dwarf Two. DWARF TWO So I slam down that Bat spotlight thing, and man, if you could have seen the look on his face... Not taking his eyes off the Emperors, Penguin waps the Dwarf with one of his flippers. PENGUIN Shut up, Shorty.....The Elders. Oh mighty, wondrous, luminous mentors! What does your appearance at this tumultuous period, mean? The Four Elder Penguins suddenly, simultaneously bray, then stop. Penguin's face melts into Mount Rushmore seriousness then explodes into savage glee. He slides across what remains of the Ice conference table. PENGUIN It is all so clear. You want me to go back one last time. If I can't be king, I'll destroy the kingdom! If I can't have Gotham's respect, I'll get the next best thing, its fear! Make that the first best thing! As Penguin bellows, his cohorts match his rabid excite- ment. They tear away the scaffolding from the "mission control" panel. They blow the dust off its surveillance screens. They latch open patches of Ice that reveal state-of-the-Surrealist-art missiles and weaponry. Penguin rustles out some of his sketches that show penguins in various states of Warrior-wear. PENGUIN Max Shreck. The Mayor. Those brats with the stupid names--Punch and Juliet. And if he's not too tired from last night, Batman. It's a time of sharing, and I have so much to give. I have learned the true meaning of Christmas: Life is pure, unadulterated pain, so you gotta take a couple days off at the end of the year to have some fun. Conga! Penguin makes a terrifying squawk and the penguins simultaneously hustle into a single file line, which Penguin leaps to the front of. With rhythmic squawking from all, Penguin and the penguins Conga. 242 INT. THE BATCAVE--DAY 242 Bruce sulks around the battered, anorexic Batmobile, casually knocking out dents. ALfred marches up, worried. BRUCE All these years of bataranging two-bit hoods off their tricycles and the real power, the real evil, calmly goes to work in Gotham Plaza and collects "Man of the Year" plaques. ALFRED Bruce, this attitude of yours...It makes me...Is it only the memory of your parents that inspires you. It seems like it. You have as much contempt for the people of this city as Max and Penguin combined. BRUCE You don't understand, Alfred. I do care for the weak, pathetic, and gullible people of Gotham Cirt. Because I'm one of them. Alfred nods proudly then looks to a letter in his hand. ALFRED The invitations to Mr. Shreck's loathsome masquerade party came in the mail today. I take it I should R.S.V.P. most vehemently in the negative. BRUCE Alfred, don't be unmelodramatic. Break out the lampshades, we're going. ALFRED May I ask, "What as?" Bruce ambles to the ajar case that houses his bat suit. BRUCE You'll never guess. Bruce firmly closes the glass case door and walks off. 243 INT. A GLITZY DECADENCETHEQUE--NIGHT 243 Max Shreck's masquerade party is going full blast at a malevolently glitzy Post-Everything Club. A PERVERSE BAND is cranking out a sultry headbanger. The PARTY GUESTS dance and gab completely IN COSTUME--costumes that are exotic, erotic, enthralling, evil, and pretty stupid. A GAGGLE OF STRANGELY FAMILIAR PENGUINS WEARING BIZARRE HEADGEAR AND DARLING CAPES are sprinkled amid the subversively Christmased decor. Live or fake? Max Shreck schmoozes through the crowd in a terrifying black leather jacket-and-everything-else-ensemble with a vivid red leather eye mask. TOUGH GLADIATORS WEARING SECRET SERVICE SHADES AND EARPHONES loom around him. MAX And then we found out he was homeless! The Partygoers around Max break into giggles. An ARMORED KNIGHT next to them lifts his visor to bulge his eyes at this annoying behavior. It is Alfred. The Mayor simmers, raising his glass with a bullshit smile, at the toasting in the distance Max. The Mayor is dressed in a Roman Toga that sprouts a Caesar-style myriad of plasric daggers and fake blood holes. His staff are dressed as COURT JESTERS, covered with tingling bells. Commissioner Gordon sidles up to the Mayor, dressed as a Viking. GORDON Mayor, I can't say I feel right standing around sipping eggnog and hitting on all the Catwomen, when the Christmas Crimewave is still.. MAYOR (toward Max) Jim...it's taken care of. The only criminal we have to worry about is free-lance--Batman. Various people are in Batman and Catwoman outfits, including an undulating on the dance floor, Punch and Juliet. Punch is Catwoman. Juliet is Batman. Both wear their trademark blazers. PUNCH Juliet, I loved what you did with the penguin motif... JULIET Wait a minute, Punch, I thought the penguins were your idea... Suddenly, the entrance to the club opens and Bruce Wayne struts through the fray, dressed dramatically as...... BRUCE WAYNE. The only one without a costume, Bruce catches some glares from the hedonists. The viewer's viewpoint stays on a suited-up penguin, who takes a couple of baby steps and then stops. A batch of the other penguins begin to scurry around the club in a military drill, then all stop at once. Bruce angrily moves toward Max. Max looks up to make, at first pleasant, then noticing Bruce's expression, tense and confused eye contact. Bruce's attention is diverted, upward. Starkly coming down a deco-steel staircase in the middle of the club, from a catwalk dance area is Selina Kyle dramatically dressed as...SELINA KYLE. They give each other world- weary smiles. 244 INT. THE CLUB--NIGHT 244 ARMORED ALFRED curiously moves forward to watch this imminent meeting. A couple of penguins imitate his movements. As in the opening scene, Alfred feels it and turns around. They stop. 245 INT. THE CLUB--DANCE FLOOR--NIGHT 245 The enigmatic band goes into a chilling ballad as Selina comes off the stairs and flows into Bruce's arms. They nakedly dance amid the swathed-in-artifice Revelers. BRUCE I guess we were right about the Relighting of the Tree. Rowdy. SELINA Thank God, we weren't there. BRUCE Yeah, schwoof. Nice costume. SELINA Thanks. I guess I'm tired of wearing masks in front of people. Selina goes in and out of a slow sultry pirouette. BRUCE I know the feeling. I've done a lot of good things for the community. Ignored a lot of bad thinks, like my friend and your boss. I'm taking Max down. As Bruce Wayne. SELINA Selina Kyle has always suffered and complained about her problems. I want to be the one to cause problems, so I'm taking Max down, too. Selina displays from her pocket, a derringer. Bruce pushes it back into her pocket in shock. 246 INT. THE CLUB--NIGHT 246 ALFRED AND COMMISSIONER GORDON beam at Bruce and Selina as if they were Mickey Rooney and Judy Garland. The penguins move in closer. GORDON Make a darling couple. ALFRED Yes. She's a real sweetie. 247 INT. THE SEWER BELOW THE CLUB--EVENING 247 The spooky ballad of the ball wafts into a sewer below the club. The lights of the club beat through the bars of a ventilator shaft. Into this haunting mixture of music, light, and slime come the wheels of Penguin's closed Scissor-Lift apparatus. 248 INT. THE CLUB DANCE FLOOR--NIGHT 248 Bruce and Selina continue to dance, emotions rising. SELINA Don't give me any killing-Max- won't-solve-anything crap, because it will. He's the soul of Gotham City. He... BRUCE Guess he gives that speech to everybody. What are you doing, quit screeching the wacko platitudes and put your toy away. Who do you think you are, Selina? SELINA (genuinely sad) I don't know, Bruce. I don't... Bruce and Selina go in and out of a kiss, passing beneath A GIANT PAPIER MACHE LEAF OF MISTLETOE. SELINA A kiss under the mistletoe? Did you know mistletoe is poisonous, if you eat it? BRUCE But a kiss is deadlier, if you mean it. Their eyes pop out in horror. Out of stunned disbelief, they continue to sway. 249 INT. THE SEWER--NIGHT 249 The Dwarves crank up the Scissor lift. The viewer's viewpoint looks to the bottom of the rising apparatus; its passengers still a mystery. 250 INT. THE CLUB DANCE FLOOR--NIGHT 250 To the rhythm of the band's dark lullaby, Bruce slowly, tenderly, carefully undoes the cuff of Selina's blouse and begins to pull it back on her arm. Selina, meanwhile, softly tugs Bruce's shirt into an untucked position. One of the passing penguins crashes against Alfred's armor. ALFRED Ah ha, I knew it. GORDON What the... Gordon furrows down to the moving penguin then looks out to see that the squadron of penguins have taken an ominously symmetrical position around the party. Bruce and Selina take suspenseful gulps, not daring to halt their last waltz. Bruce pulls back the blouse cuff to reveal that nasty burn mark he gave her with his chemicals. At the same bonesizzling moment, Selina pulls up Bruce's shirt to reveal the puncture holes she gave him with her talons. They savagely push off from each other with uncivilized snarls. SELINA "City takes a lot of you. I was running around all night.." Look at you, all along the ultimate defender of an insane society. BRUCE You'll have to forgive me, Miss "I don't want to wear masks anymore." I sure know how to pick 'em; a self-ish destructing psycho- feline...Shall we? Bruce and Selina charge toward each other when suddenly, the penguins drop their capes, revealing varying self- perpetuating arsenals strapped to their backs. Some have a Gatling machine gun apparatus, others have flamethrowers. A HUGE (but non-gray bellied) PENGUIN lifts one of his wings and fires a line of thin missiles into the middle of the dance floor...where they brutally explode, sending Bruce, Selina, and the other Dancers, convulsing to the ground. Erupting out of the floor's burning hole is Penguin's Rubber Duck buggy souped-up as a Christmas sleigh with Penguin in a beardless Santa outfit and A PACK OF RED TRIANGLE CIRCUS COHORTS WEARING ANTLERS. PENGUIN Mer-ry Chri-istmas! A party? For me? You gu-uys! Missiles and bullets are thundered on the exits by the penguin terrorists. The Security Gladiators are incapa- citated by flamethrower firepower. The guests futilely shriek, vibrate, and faint in their inability to flee. Schmoozer-from-hell Penguin hops off the sleigh and soft- shoes by various trembling-in-fear Partygoers, on his way to the eggnog and caviar, which he graphically engulfs. He looks down to a fluttering on the ground SEXY WOMAN. PENGUIN (romantically) Come here often? What do you say we blow this shallow ritual and just go somewhere and just...I don't know, I'm feeling kinda kooky... 251 INT. OTHER PART OF THE CLUB--NIGHT 251 Antlered Henchmen clutch upon Max, Punch, Juliet, the Mayor, and his jingling staff, dragging them toward the sleigh. Bruce aches up and savagely clotheslines a passing Antler Thug. 252 INT. PENGUIN'S PART OF THE CLUB--NIGHT 252 An anguished Max Shreck is carried past a giddy Penguin. PENGUIN Max, my man, and I thought you were the designated driver. But seriously, you're an ugly pig and I'm going to love slaughtering you. New Mask? Love it! 253 INT. OTHER PART OF THE CLUB--NIGHT 253 The strange headgear atop their heads wildly whirring, the Penguins continue to commando-wobble the club jubilantly destroying Christmas decoration with spewing artillery. The wires of the giant hanging Mache Mistle- toe leaf are shot away, causing it to drop, beside a writhing on the floor Selina. Seeing this, Bruce spins to the offending penguin and sears out a karate kick that somersaults the penguin against a wall. Seeing this, an attacking Antler Thug lunges after Bruce. Commissioner Gordon slams him to the ground with his Viking shield. 254 INT. PENGUIN'S APRT OF THE CLUB--NIGHT 254 Penguin grooves on the dance floor to the sounds of screams, then goes into a mock serious conversation mode, chatting down to a young floorbound woman, who is dressed as ALICE IN WONDERLAND. PENGUIN Christmas is just getting so commericalized, don't you think? ALICE Ugh....ah...don't... PENGUIN Those are valid points, but you know, every year I still somehow get that warm feeling....Yuck! Not enough Nog. Penguin spits out a load of eggnog, then splashes the rest of the cup down into Alice's coughing face. PENGUIN Yes Virginia, there is an Anti-christ. Penguin flips his cup over his head, smashing onto the armored chest of a crouching Alfred. Penguin bounds up into his Duck sleigh as Max, Punch, Juliet, the Mayor, and his Staff are packed in along with various Antlered Thugs and penguins. PENGUIN Oh but really, I have to go. New Year's at my place! (seriously) I'd never been to a Christmas party before. It didn't have to be like this. Then again maybe it did. The Sleigh swooshes back down into the hole. Bruce disengages the headgear from the booted and woozy penguin and storms up. He bolts to the Mistletoe Leaf and slides it away. Selina is gone. Alfred clangs up beside him. ALFRED There's only one place a man could keep so many penguins... BRUCE The Old Zoo. Batcave first... ALFRED But the Batmobile can't possibly... BRUCE Batcave. 255 EXT. THE OLD ZOO--NIGHT 255 Swathed back in his malevolent black coat, Penguin does a Schwartzkopf strut before a vast legion of penguins. The penguins stand in symmetrical attention, each with three awesome bombs strapped to its back and the familiar headgear on its head. PENGUIN Penguins, we stand at the threshold of Something. It's okay to be scared. Many of you won't be coming back, many of you don't understand a word I'm saying...but before your transistor headgear takes you away, remember, winning isn't everything, but killing a lot of people and destroying a lot of property is way up there. The liberation of Gotham City has begun! In drill fashion, the penguin Army splits into two divisions; each division swarming into separate Sewer pipes. 256 INT. A SEWER--NIGHT 256 All is quiet in a foggy, musty sewer. A buzzing noise can be faintly heard, when suddenly Batman plows at the viewer, driving a sleek, dark vehicle that is part boat, part jet-ski. The Bat Boat whooshes up and down the sides of the sewer. 257 INT. THE LAIR--NIGHT 257 Max, the Mayor, his staff, Punch, and Juliet have been stuffed into the Lair's dirty animal cage, stripped to their underwear. The Lair hsa been slicked up for full operation. The windexed TV screens and the glistening control panel are showing shots of Gotham City and Gotham Square. Penguin comes off his coaster. PENGUIN I always say the opera isn't over until the fat lady comes off stage, cuts open your stomach, and shows you your intestines. You saw how easily I took your guardian angel Batman and made him look like a filthy demon. Wait till you see what I have planned for the rest of Gotham's pilgrims. MAYOR You'll never get away with... PENGUIN (pressing button) Of course I will....please. Let's start with a little stocking stuffer. I find a good blackout gets everybody's juices flowing, don't you? 258 EXT. THE SEEDY ELECTRICAL POWERHOUSE--NIGHT 258 Dwarf One and Dwarf Two have big beepers on their suits go off. They hasten through the gasping and sparking complex, before coming to a striking and charismatic RED BOX, the soul of the complex, the only thing of the powerhouse that looks like it is from this century. They tug loose eight computerized fuses. 259 EXT. GOTHAM PLAZA--NIGHT 259 The lights of Gotham Square go dead except for some strategically creepy lighting. The INNOCENTS ON THE STREET brake with fluttering hearts, getting very nervous. 260 EXT. THE SEEDY POWERHOUSE--NIGHT 260 Dwarf Two shouts into a walkie-talkie. DWARF TWO Phase completed! Suddenly a Catwoman claw slams both Dwarves down. 261 INT. THE LAIR--NIGHT 261 Penguin cackles into a Mission Control microphone. The screens show fearful Gothamites and Penguins marching through the sewers. PENGUIN Great! And sorry for calling you Shorty. (to his prisoners) I know what you're saying "Ooh, a blackout. Big whoop. What's next, crank phone calls?" Don't worry, I won't let you down. 262 INT. A SEWER OF PENGUINS--NIGHT 262 A division of penguin Commando Bombers motivate in unison through a sewer passage. Their headgear clicks and whirs. 263 EXT. GOTHAM CITY STREET 263 Another squardon of the penguin mercenaries gush out from an open sewer grate and continue to march in eerie form- ation through a deserted but placidly pretty city street. 264 INT. THE SEWER OF BATMAN--NIGHT 264 The Bat Boat slaloms the curved sewer sides, past the explosions and the penguins. Batman flicks out the card the Kid gave him. 265 INT. THE KID'S GARAGE--NIGHT 265 The Kid hangs an ornament on his shabby worktable Christmas tree. On the ornament is a picture of two people who must be his PARENTS. Cold air wafts in from his shattered garage door. THE KID (grimly) Merry Christmas......Well, at least I got to meet Batman and... A rickety rotary phone rings. The Kid picks up. 266 INT. THE SEWER OF BATMAN--NIGHT 266 Batman sternly articulates through a strange phone device attached to his motoring ahead Sewermobile. BATMAN The object you stole from me. You're going to need it. 267 INT. THE GARAGE--NIGHT 267 The Kid goes into sheepish distress. THE KID Batman, uh, what a pleasant...It's been too long...thing I stole? I'm a blank, uh, and I don't think I like the accusation, I mean... 268 INT. THE SEWER OF BATMAN--NIGHT 268 Batman tensely enunciates. BATMAN The pinwheel-shaped descrambler. That you borrowed. Get it out. Now. 269 INT. THE GARAGE--NIGHT 269 The Kid rustles out the object from a shoebox. THE KID Oh, the pinwheel-shaped descrambler that I borrowed...Why didn't you say... 270 INT. THE SEWER OF BATMAN--NIGHT 270 Batman remains calm. BATMAN Look out your window and tell me if you see penguin Bombers coming out of your sewer main. 271 INT. THE GARAGE--NIGHT 271 The Kid reaches out to a worktable curtain. THE KID Penguin bomb--? Is this a--? Should really lay off the Batnog. Man, hope you're not driv--Whoa... The Kid pulls back the curtain and bulges to see penguin commandos bubble out a sewer main like ants on a dead beetle. 272 INT. THE SEWER OF BATMAN--NIGHT 272 Batman calms the Kid down, almost amused. BATMAN Okay, okay, calm down. Here's what you're going to do....hold on... Five swimming penguins suddenly appear before Batman, firing their payloads. Batman savagely curls his boat all the way up the oval pipe until he is momentarily completely upside down. He swooshes back down past the penguins and the resulting explosions. Batman takes out the headgear he took off the penguin at the club. It has been opened up to reveal its techno- logical origins. BATMAN As I was saying... 273 INT. THE LAIR--NIGHT 273 Penguin dances about the control panel, watching his little namesakes taking the street. BESPECTACLED CREEP First launch has been programmed to commence in thirty seconds. 274 EXT. GOTHAM STREET LEADING TO PLAZA--NIGHT 274 One of the penguin divisions stops. Gotham Plaza looms ahead. 275 EXT. ANOTHER STREET--NIGHT 275 The other squadron stops. Another view of the Plaza can be seen. 276 EXT. GOTHAM STREET LEADING TO PLAZA--NIGHT 276 One of the bombs on each of the halted penguins' backs smoothly fulminates and arcs up into the air. 277 EXT. GOTHAM PLAZA--NIGHT 277 Pinpoint explosions detonate over and into the Plaza like a Wrath-of-God case of the measels. Architecture erupts with idiosyncratic hits that damage, but do not destroy. The beleaguered Citizens return to screaming, running, Godzillaesque madness. 278 EXT. OUTSIDE THE GARAGE--NIGHT 278 Bathed in Gotham flames, The Kid wrangles upon a bike, punching in coordinate numbers into the black, pinwheel object. THE KID I'll never steal anything again. I'll never steal anything... especially descramblers. He attaches the pinwheel object to his belt and presses a button in its middle. The pinwheel starts to spin. 279 EXT. GOTHAM STREET LEADING TO PLAZA--NIGHT 279 THE REGIMENT OF PENGUINS. The headgear ensconsed upon the penguins begin to whine and rattle like changing Airport terminal boards. The penguins simultaneously turn and trot away from the Plaza. 280 INT. THE LAIR--NIGHT 280 Penguin belches out fraternity-size squawks taking in the smoke, fury, and wails of the Gotham City carnage on the screen. The Mayor glowers at Max Shreck, who shrugs his shoulder. PENGUIN Oh Max, it don't get much better than this... Penguin convulses into laughter so fierce that he rolls to the ground. He looks up to Max through the bars of the cage. He stops laughing as the music from his birth in the opening wrestles control of the soundtrack. The sight of a horrified Max in an undershirt through the bars recalls the one of the horrified, undershirted Angelic Child looking to his caged mutant brother. PENGUIN (poignantly) "Honey, don't stare at your brother." (unconvincing laugh-it-off) Geez, Max, for a second there, I thought... MAX I am. Your brother, that is. 281 EXT. GOTHAM STREET--NIGHT 281 The pinwheel spinning on his belt, the Kid pumps his bike down a city street. Suddenly the two giant divisions of penguins magnificently converge out of two side streets and march together behind the increasingly weirded-out Kid. BATMAN Oh man...Batman. (nervous snort of laughter) I hate him. 282 INT. THE LAIR--NIGHT 282 Uncharacteristically chilled and shivering, Penguin rises as Max contemptuously spills their heritage. MAX I liked the idea of a brother. Playing catch. Measles. Double dates. Did not quite work out, did it? God, I remember the first time I looked at you in that playpen--those eyes, that nose...I always wondered why Mom and Dad waited a whole week before throwing you down the sewer. MAYOR Thanks, Max. Way to talk him out of destroying the city. MAX All along, all this time, you've been just a poor little rich boy, an incredibly hideous poor little rich boy, who just wants to go back to his Mummy, his Daddy, and the legitimacy of his family name. Did not quite work out, did it? PENGUIN (softly) It's cold in here... 283 INT. THE SEWER--NIGHT 283 The BABY CARRIAGE THAT PENGUIN'S PARENTS DISPATCHED HIM IN lies weathered and rusted in a pool of ooze. The rocketing Bat Boat uncompassionately whams the carriage to pieces, cutting off the soundtrack birth music. 284 INT. THE LAIR--NIGHT 284 Penguin roars out of his sadness, toward the Mission Control. PENGUIN You don't get it! I don't need you! You won't let me come to you so I'm bringing the city down to me! Penguins are set to fire their payloads in how many seconds... BESPECTACLED CREEP (frantically punching) Well, uh, funny thing is....Those penguins, they're not responding so good. They're kind of turned around...Seems somebody jammed our signals and... LURID SNAKE WOMAN IN GLASSES You think that's bad, take a look at this... She punches up the controls so the image of Batman plowing through the sewers is spread out across the screens. The prisoners burst into cheers. PENGUIN ....Why? Why? What does he get out of doing this? MAYOR I always knew Batman would come through for us. The Elder Penguins simultaneously turn their gray bellies and sagely retreat back into the darkness of the back of the Lair. PENGUIN Elders...Elders, come back! What does your departure at this tumultuous...I don't wanna know.... Penguin dashes toward his rollercoaster track. 285 EXT. A HILL--NIGHT 285 The Kid heaves and sweats his bike up a hill, the penguins puttering behind him. A popping and hissing noise is heard. The Kid angrily pivots off his bike to check the flat. The vast penguin army calmly stop with him. THE KID Oh man... The Kid throws down the bike and breaks into a jog. The penguins chug behind him. The Kid lopes to the top of the hill. The Old Zoo looms in the distance. 286 INT. THE LAIR--NIGHT 286 Clown Gunmen load their weapons while buzzing toward the Lair's gaping pipe in the motorized Rubber Duck sleigh boat. Also in the boat, the Sword Swallower pulls a rifle from his mouth. They raise their weapons to the pipe as the Bat Boat fantastically erupts through the grate and violently slams down upon the Rubber Duck hit team. Penguin frantically runs inplace by the rollercoaster. PENGUIN Where are these damn carts when you need them... A cart, also shaped as a Duck, finally rolls by. Penguin dives in. Batman curls the Bat Module toward the Mission Control island. He fires off a flurry of machine gun fire that tears apart the screens and sends Penguin's henchpeople flying. The Lurid Snake Charmer woman cries down to her two shot-to-death pythons. The Bat Boat dramatically charges up onto the island. Batman bounds out and gives a glance to the rumbling away Penguin. PUNCH AND JULIET Batman! Save us! BATMAN Later. (regarding Max) Much. Batman turns back toward his Boat. A CREEP WITH A HUGE RING OF KEYS PIERCED INTO HIS NOSE charges him. Lowering himself, Batman grabs from underneath the charging thug and fiercely shotputs his body into a resounding crash next to the cage. Batman vaults in his boat and spins it toward the tunnel of Snow and Ice......while Max reaches down to the ring of keys. Just as Batman reaches the tunnel, his Bat Module sprouts out FOUR STALWART SKI LEGS. He thunders up the tunnel. Penguin's prisoners scramble out of the cage and pull themselves into their clothes. 287 EXT. THE OLD ZOO AREA--NIGHT 287 Penguin swerves his cart off the track and bulldozes through the snow, with the forces of fiery boosters, to the nearby, buzzing Electrical Set-up. Penguin slams down a huge switch. The Gaudy Bulbs of the zoo and its rollercoaster come violently to light with most of the ancient fixtures harshly exploding. Shoddy fallen wires drop upon the cages like angry snakes. Batman storms from the tunnel and immediately blitzes Penguin who, with a desperate but not uneuphoric laugh, thunders off in his cart. Penguin maniacally weaves through the cages and rotted exhibits with a bit more expertise than the equally intense Batman. Dilapidated Lit sculptures crackle and explode. 288 EXT. OLD ZOO GROUNDS--OUTSIDE THE LAIR--NIGHT 288 The Mayor and his bell jingling staff, along with Punch and Juliet, belly up from the tunnel and scatter off. Max emerges up from the cave in more stately fashion until a cat o' nine tails whip wraps and rips him off- screen. 289 EXT. THE OLD ZOO GROUNDS--NIGHT 289 Penguin snarls out a hairpin turn. Batman slams through a strange piece of decrepit zoo architecture and does a dangerous snow churning spin into the railing of an ominous animal pit, almost flying into the abyss. Penguin makes another turn, caterwauling back to Batman with a victorious laugh. Turning around, his monocle drops. Standing at overpowering attention, in front of Penguin, is THE KID AND THE STERN FACE LEGION OF PENGUIN COMMANDOS. PENGUIN My babies... Batman and his Ski-boat sallies forth behind Penguin and then stops to witness the confrontation with a half-smile. The Kid turns off the pinwheel object. Suddenly, back on schedule, the penguins launch out the rest of their payload. What is left of rundown cages and the decayed Expo- tecture is mightily laid to glorious waste in a symphony of fireballs. The Ratty Poodle transforms into a smoking crater. Bombs bursting holes of black in the snow beside him, Penguin wildly retreats. Batman vrooms after him. Penguin's cart charges back upon the track of the smoking, but intact rollercoaster. It rumbles upward. Batman squeals his Ski-boat to a stop and vaults off it. The Kid rushes up and flips him the pinwheel object. THE KID Guess I won't be needing to borrow the descrambler anymore. At least not for a while...We save the city or what? BATMAN Getting there. I owe you two. Got a name? THE KID Yeah.....but I like to be called...Robin... BATMAN Nice name...Oh Robin... When Batman turns back around, the Kid, ROBIN, is gone. Batman smiles at the utilization of one of his own traits. Losing the smile, Batman fires up a grapple to a high echelon of rollercoaster track. He swooshes upward. 290 EXT. THE ROLLERCOASTER--NIGHT 290 Penguin's rollercoaster cart ramshackles upward, its passenger giving feverish looks down below to see if he is being chased. He distraughtly stares to the beauti- ful image of Batman gliding up in air before him, glimmering in the moonlight. Batman unhooks out of his grapple levitation and drops down into Penguin's passing-beneath cart. Penguin tries to point his umbrella. Batman bats it out of his hand as he rides the cart standing up. He meth- odically pummels Penguin, resembling a boy punishing a terry bear. BATMAN You're so small and cuddly and (in syncopation with punches) So. Much. Fun. To. Beat. PENGUIN Oh come on, cut it out. This is so mature....You're not still mad at me for ruining your rep and trashing your car, are you? Batman gears up for a last savage blow when the roller- coaster makes a sudden swerve that sends Batman and Penguin crunching out the back of the car and onto the track. Penguin reaches to his heel and pulls out a HAND UMBRELLA. He wobbles upward with a sweaty, shaky, and pathetically fierce confidence. Batman crouches into a kneel to face him. Penguin shoves in his bent-up cigarette holder. PENGUIN All I ever wanted was the love of my fellow man and their painful destruction. BATMAN I understand. I protect the people of Gotham City. From themselves. That means I must love. And despise. I must be the Light. And the Dark. PENGUIN Oh, stall for time, much....Life is scary. You're a man who wants to be a bat, I'm a freaky bird who wants to be a man. Did you know that I found out tonight that Max Shreck is my brother. Can you believe that? Batman snorts, then laughs. Slowly. Deeply. Penguin contorts in a wild cackle of camaraderie. PENGUIN Hey, I wonder what Catwoman's deal was? BATMAN Actually, she's my girlfriend... Batman and Penguin roar even louder. PENGUIN You know, we could talk all night about why we do what we do, why we dress the way we do, who had the best childhood trauma, who got the worst genes, who's the real monster, and what's truly human...But hey, in the end it all comes down to who's holding the umbrella....Any last words? BATMAN Yes. Just two. Laser Bunny. Batman pitches out one of the little orange sirening transistors that Penguin used to hypnotize the pigeons into the police cars. The buzzing orange beacon attaches itself onto Penguin's coat. 291 EXT. THE BATBOAT ON THE GROUNDS BELOW--NIGHT 291 Suddenly, an INSANE TRIBE OF BATS billow out of break- a-way panels on the Batboat. They thunder upward to the..... 292 EXT. THE ROLLERCOASTER--NIGHT 292 A freaking Penguin tears off his coat and hot potatoes it away. PENGUIN I see you brought the whole family I'm sure once you get to know them... Resurrecting up, Batman calmly lobs another orange siren-transistor onto Penguin's back at a spot where Penguin hysterically flaps to reach but can't. PENGUIN I need some famous last words. You gotta give me time for some famous last words...."Death...is like..." The black cloud of bats beseige Penguin, biting and screeching and battering him off the rollercoaster track. The isolated accessory of his bid for respect--his monocle--falls and cracks on the ground. Penguin's bat-bit body dive-bombs into the rambling Duck rollercoaster cart on a track below. The force of Penguin's crash landing sends the cart sparking on its side. PENGUIN "Death is like...." 293 INT. THE LAIR--NIGHT 293 The cart skids into the Lair, screeching and tipping. It and Penguin make an epic crash landing that completely demolishes the Mission Control panel, sending the Lair into darkness. The darkness that the Lair greeted Penguin when he was a baby. 294 EXT. THE ROLLERCOASTER--NIGHT 294 From his gloriously elevated track-top position, Batman stares out to see Catwoman dragging Max into the grand, sparking electrical power center. 295 INT. THE LAIR HIDEOUT--NIGHT 295 With a zombie face, Penguin crawls from the rubble of rollercoaster into a patch of light. 296 EXT. THE GROUNDS BEFORE THE ELECTRICAL PHALANX--NIGHT 296 Revealed in her now tattered but still arousing gear, Catwoman pulls and drags a pussycatwhipped but still cool Max by his neck, through the wild, buzzing electrical complex. MAX I don't know who you are, but there must be something you like. I can get it for you, Catwoman. Money, jewelry, a very big ball of string... CATWOMAN Your blood, Max. I'd like to have your blood. MAX Pint? CATWOMAN Gallons. Catwoman flicks forth the familiarly unique stun gun in her free hand and gives Max a wee shot that causes him to grimace. BATMAN (O.S.) Stop. Catwoman and Max do, the latter dropping to his knees. CATWOMAN Batman, here to save the day. MAX Batman! You are remarkable! Again, you're not just saving one life, you're saving the whole of.... BATMAN Shut up, Max. You're not going to be killed. But you are going to be punished. MAX But you don't understand. I'm the soul of... BATMAN I've heard. Gotham's getting a transplant. CATWOMAN Don't be naive. When people like Max say "Jump", we say "Out the window or off the rollercoaster?" The law does not apply... Batman takes a step forward. Catwoman lightly zaps Max, then smashes the gun to the ground, cracking it in two. She launches into a fierce cartwheel that ends in Batman's abdomen. CATWOMAN (genuinely pleading) Please, please...don't make me hurt you. You can't control me. BATMAN Don't make me fight back. I can't control myself. Catwoman slashes out with her talons, nicking Batman's face. Batman pivots and punches her side. They both sneer in pain and anger and love. Max frantically crawls to the dispatched Dwarf One's body and pulls a six shooter from the small man's belt. Batman and Catwoman stalk each other, almost spitting their words. BATMAN You've been surrounded by monsters. Now you've become one. Bad move. CATWOMAN Oh, now you tell me... Catwoman charges forward again. Batman sweeps his leg, tripping her to the ground. BATMAN I've seen the middle ground--funny, beautiful, wonderfully rude... MAX (rising up) What is he talking abou-- BATMAN I love you, Selina. Catwoman springs up and points her talons into Batman's neck. CATWOMAN I could live with you in your castle for ever after, just like the fairy tale. I just couldn't live with myself. I love you, too, Bruce. But don't pretend this is a happy ending. Catwoman leans forward for a kiss, but instead gives Batman a head-butt that causes him to stumble backward. MAX Selina, Selina Kyle! You're fired! Bruce, Bruce Wayne! You're my friend! I'm going to kill you all! CATWOMAN Don't flatter yourself. You're not very good at it. Max fires into Batman's neck, sending him into a pained crouch, then swings the gun toward sauntering forward Catwoman. CATWOMAN You killed me once. Batman killed me once. Penguin killed me once. I have six lives left. And you only have five bullets. Max fires two shots. One rips into her arm. The other into her leg. She takes off her mask, not stopping. SELINA Four, five. Still alive. Selina bends down and picks up the top half of the stun gun. She continues to yawn forward as Max shoots her other arm, her other leg, and her stomach. SELINA Six, seven, eight. Who do we appreciate? Still one life left. How about a last kiss, Santey Claus? Selina hobbles forward as Max rapidly clicks the empty gun. She shoves the sparking stun gun-half into her mouth like an alien retainer and puts her arms around Max as he feebly attempts to duck down to the other dwarf's gun. She plunges her steel talons into the eight holes of the charismatic red fusebox and gives Max a stunning kiss! Their bodies buck together, turning into glowing, bolts of lightning. Catlike screams of almost-happiness fill the air. BATMAN No! Batman is hammered back to the ground by the bellowing sparkage. 297 EXT. GOTHAM PLAZA--NIGHT 297 The lights of Gotham City and Gotham Square flash back on! And off. On and off. The Bat Beacon spookily slams on and off against the sky. The lights of the grand Christmas Tree flash on to an almost brilliant degree. Seeing this, the faces of the beleagured Gotham Square beam out in a happiness of equal brilliance. 298 EXT. THE ELECTRICAL COMPLEX--NIGHT 298 Batman bounds up after the current conducting Selina, but a hand slaps down on his shoulder. It is Alfred's. Batman stops. 299 INT. THE DARK LAIR--NIGHT 299 Penguin rolls on his back and stares up to the sound of Catwoman's haunting wails. PENGUIN Catwoman...."Death is like...this." Penguin finishes his sentence and probably his life with a painfully realistic squawk. As in birth, as in death, the Four Elder Emperor penguins surround their fallen disciple in the nostalgic darkness of the lair. Like otherly kingdom Pallbearers, the gray bellied penguins lift Penguin up with their beaks and sadly trod him back into the darkness. 300 EXT. GOTHAM PLAZA--NIGHT 300 The bat beacon light, the city lights, and the Christmas tree lights continue to flash out in wondrous syncopation. The Carolers begin singing again. Now openly rejoicing at the symbolically glorious light show, Gothamites of all shapes and sizes move together and link hands. Santa Claus holds the hand of the Adorable Little Girl as the Carolers boom out. The All- American Family--Dad, Mom, and Son--clutching his Batman sled, lock together. 301 EXT. STREET CORNER--NIGHT 301 Punch and Juliet pant up to a street corner. JULIET Oh Punch, we have the best job. No matter how mighty our clients rise and fall, we stay deliciously the same. PUNCH You're right, you're always right. ...I hear the Riddler is hiring. JULIET Baby, Fate is our friend. Juliet begins to soprano out the Carolers' song as she presses the street corner's Walk/Don't Walk button. 302 INT. PENGUIN'S BARREN HEADQUARTERS--NIGHT 302 The Scoreboard in Penguin's headquarters goes to 17,000/17,000. 303 EXT. THE STREET CORNER--NIGHT 303 Punch and Juliet blow up. 304 THE WAYNE ROLLS-ROYCE--NIGHT 304 zips past the explosion. Batman and a driving Alfred are crammed together in the front seat. Batman soulfully blinks at the passing ball of fire. 305 EXT. CITY HALL--NIGHT 305 The Rolls rumbles past the steps of City Hall where The Mayor, his staff, and Commissioner Gordon, out of their costumes, come out to reflect up to the flashing bat signal. GORDON Think he'll ever forgive us? MAYOR (matured) Probably not. But he'll always help us. 306 EXT./INT. THE WAYNE ROLLS-ROYCE--NIGHT 306 putters by the line of beaming citizens. Batman gives off a snort and cynical smile to the rejoicing minions. BATMAN I guess this means we won. Alfred slams on the brakes. The car lurches to a halt just avoiding hitting Selina's cat, smugly sauntering across the road. 307 EXT. THE ELEGANT PLAZA CLOCK--NIGHT 307 starts tolling the chimes of midnight. 308 INT. THE ROLLS--NIGHT 308 starts up again. Batman makes eye contact with Selina's cat. ALFRED Sorry, sir and....Merry Christmas. Batman pulls off his mask, becoming a moving mixture of Man and Superman. He looks up to the flashing on and off Bat signal. BRUCE WAYNE Sure. 309 THE BAT BEACON 309 flashes slower and slower as the viewer's viewpoint of it moves closer and closer. It suddenly stops flashing, leaving only the darkness of the night. FADE OUT. THE END