B A T M A N   F O R E V E R





                                 Written by



                               AKIVA GOLDSMAN



                              PRODUCTION DRAFT

                              ----------------

                               June 24, 1994





  1      EXT.  ARKHAM ASYLUM - NIGHT                                    
1



         A castle of shadow. (OVER) RAIN, HOWLING evil wind.

         Sudden lightning CRACKS, illuminates the aged structure,

         the hanging metal sign.



  2      INT.  ASYLUM CORRIDORS - NIGHT                                 
2



         DR. BURTON, the Chief Psychiatrist moves down the old

         hallway, face tense. He steps through a doorway into...



  3      INT.  MAXIMUM SECURITY - NIGHT                                 
3



         Security cells. Criminal maniacs sealed behind protective

         casings.



         A GUARD stands before a heavy door.



                                 GUARD

                   Hell of a night, huh Doc?



                                 BURTON

                   Hell's in here.



         Hydraulics HISS. The cell door unseals.



  4      INT.  SECURE ISOLATION CELL                                    
4



         Small. Walls, ceiling, floor, padded.  A single window

         casts the room in pallid moonlight.



         A figure sits in shadow, bound by the wraps and ties of a

         straight jacket, gaze fixed out the window.



         Lightning flashes, brightening the room. THUNDER CRACKS.



                                 DR. BURTON

                   Mr. Dent...



         No answer. Burton steps closer.



                                 DR. BURTON

                   Counselor...



         Still nothing. Another step.



                                 DR. BURTON

                   Harvey....



         Burton reaches towards the figure.



                                 DR. BURTON

                   Harvey are you alright...



         Burton touches his shoulder. Lightning flashes as...



         THE BODY WHIPS around. An orderly, gagged, sits bound to

         the chair with bedsheets.



         The sheets around the chair have been rigged. Now they

         yank him up so he spins frantically from the ceiling fan.



         Lightning flashes again, illuminating a madman's scrawled

         writing on the wall.



         WRITING - CLOSE. "The Bat Must Die!" THUNDER



  5      EXT.  GOTHAM CITY SKYLINE - SUNSET - FALL                      
5



         Gothic towers of granite and glass shimmer golden in the

         late day sun.



  6      MOVE IN towards the city as an executive helicopter            
6

         CROSSES FRAME. Through the window BRUCE WAYNE, still

         handsome but a few lines starting to show, sits watching

         a seatback video screen.



  7      CONTINUE In over Gotham Harbor towards the skyline as          
7

         (OVER) A NEWSCASTER talks.



                                 NEWSCASTER

                   ...And in Gotham City, ex-District

                   Attorney Harvey Dent escaped from

                   Arkham Asylum for the Criminally

                   Insane.



  8      CLOSER on a single building, its power generated by a          
8

         small but mighty dam below. A glowing sign reads Wayne

         Enterprises.



                                 NEWSCASTER (OVER)

                   Dent, once Gotham's leading

                   contender for Mayor, was horribly

                   scarred during an indictment hearing

                   over a year ago.



         HOLD on a single window. MOVE IN



  9      INT.  BRUCE WAYNE'S OFFICE                                     
9



         Elegant. Oak. A wall monitor runs the same newscast.



 10      INSERT SCREEN                                                 
10



         Dent questions a crime boss on the stand. A thug throws a

         vial of acid toward Harvey, searing half his face.



                                 NEWSCASTER (OVER)

                   Dent, whose left-brain was damaged

                   during the assault, launched a

                   grizzly crime spree before being

                   captured by The Batman. He is

                   extremely dangerous. Repeat....



 11      WIDER                                                         
11



         Bruce Wayne ENTERS, his Armani suit the only thing fresh

         about him, followed by a sudden stream of EXECUTIVES,

         SECRETARIES, ASSISTANTS and GOTHAM SOCIETY MATRONS.



                                 EXECUTIVE

                   The solar generator tests are back.



                                 BRUCE

                   Uh... great, could you wait a

                   second...



                                 ASSISTANT

                   The Mayor's office called again -



                                 SOCIETY MATRON

                   Who are you asking to the circus -



                                 SECRETARY

                   Five minutes to your inspection -



                                 BRUCE

                   Stop!



         Everybody freezes.



                                 BRUCE

                   Okay, I want you all to just stand

                   here for fifteen seconds, okay?

                   Fifteen, everybody got it?



         Folks nod.



                                 BRUCE

                   Good. Nobody move, now.



         And with that, Bruce turns and walks out.



                                 BRUCE

                          (to himself)

                   I gotta give myself a raise...



 12      INT.  WAYNE ENTERPRISES - ELECTRONICS DIVISION - TWILIGHT     
12



         Endless work-spaces stretching into infinity.



         Bruce, a Junior Exec ENTOURAGE trailing, tours an

         assembly line where robotic arms weld laser tools.



         FRED STICKLEY, a fuss-budget plant manager, leads.



                                 STICKLEY

                   Your weekly inspections are a

                   departmental highlight.



                                 BRUCE

                   Really?

                         (a warm smile)

                   You all need to get out more.



 13      CRANE UP high over the factory floor, across acres of         
13

         assembly lines and work stations.



         ANGLE DOWN on



 14      INT.  EDWARD NYGMA'S WORK STATION (CONTINUOUS)                
14



         A clutter of computer parts. Paperwork everywhere.

         Rubik's cubes, games, dozens of puzzle books all boasting

         the green suited caricature of "The Guesser".



 15      MONITOR-CLOSE. A crossword puzzle.



         Features reflect over the acrostic. The two images

         resolve into one; the face itself is a puzzle.



 16      REVERSE ANGLE                                                 
16



         EDWARD NYGMA, awkward, brilliant and feverishly anxious

         stares up at the screen, TALKING to himself.



                                 EDWARD

                   We'll probably go to the house for

                   dinner. Yes. Yes. Maybe he'll throw

                   a little party in my honor.



         Suddenly Edward BANGS his head against the desk-top.

         Hard. A brief window on the inner Edward, all insecurity

         and self loathing.



                                 EDWARD

                   Idiot! Should have rented a tuxedo.

                          (suddenly calm)

                   Relax. I'm sure Wayne manor has

                   extra. After all, we're almost the

                   same size.



 17      The opposing wall is a shrine to Bruce Wayne:  newspaper      
17

         headlines, a GQ cover, magazine photos.



 18      Approaching COMMOTION.                                        
18



                                 EDWARD

                   Oh my God. It's him.



 19      INT.  WAYNE ENTERPRISES - BREAK AREA                          
19



         Workers greet the boss. Bruce is friendly, welcoming,

         Edward appears on the edge of the group.



         Stickley spots Edward. A cloud crosses his face.



                                 STICKLEY

                   Well, Mr. Wayne, on to R&D?



         Stickley rests his hand on Wayne's elbow. Begins to steer

         him away. Not in time.



         Edward steps forward. A man so uncomfortable, his very

         skin seems to be a costume. He marches right up to Wayne,

         takes his hand, fawning, the burning eyes of a sycophant.



                                 BRUCE

                   Mr...?



                                 EDWARD

                   Bruce Wayne. In the flesh.



                                 BRUCE

                         (easy going)

                   Um...I'm pretty sure I'm Bruce

                   Wayne. And you are?



                                 EDWARD

                   Nygma. Edward Nygma. You hired me.

                   Personally. Just like I tell

                   everyone.

                          (sotto voce)

                   Well, we've never actually met, but

                   your name was on the hire slip.



         He still hasn't let go of Bruce's hand.



                                 BRUCE

                   I'm gonna need that hand back, Ed.



                                 EDWARD

                   What? Ah yes. Of course. I'm sorry.

                   It's just that...you're my idol.

                          (off Stickley)

                   And some people have been trying to

                   keep us apart.



                                 BRUCE

                   Mr. Nygma, you'll forgive me for

                   being rude. But what exactly is on

                   your mind?



                                 EDWARD

                   Precisely. What's on all our minds?

                   Brainwaves. The future of Wayne

                   Enterprises is Brainwaves!



         It's hard to imagine anyone more awkward. The effect is

         painful. Folks stare, mouths wide.



                                 STICKLEY

                          (sotto voce)

                   I really do apologize, Mr. Wayne.

                   His project was terminated this

                   morning...



                                 EDWARD

                          (ignoring Stickley)

                   Let me ask you something, Bruce.

                   What is man's greatest tool?



         A few of the WOMEN SNICKER. For a second, Edward's face

         twitches, a crack in the facade.



                                 EDWARD

                   Man's greatest tool is...The mind.



 20      Edward gestures to his cubicle. A rat's nest cluttered        
20

         with components of his Rube Goldberg-like invention.



 21                              EDWARD                                
21

                   Voila. While holographically

                   enhancing any TV picture, my

                   invention connects directly to the

                   viewer's brain, puts the audience

                   inside the show. Think of the

                   entertainment problems we can solve.



                                 STICKLEY

                   I can think of a couple problems

                   that need solving right here.



         A few more folks CHUCKLE. Edward looks around. Another

         ripple of anxiety, another quick recovery.



                                 EDWARD

                   Why be brutalized by an uncaring

                   world? My RES Box will give Joe Q

                   Public a realm where he is king.

                          (sultry)

                   Not that someone like you would need

                   it. Someone so intelligent. Witty.

                   Charming. But for the lonely, the...



                                 STICKLEY

                   Paranoid? The psychotic?



                                 EDWARD

                          (didn't miss it)

                   ...The Box can change their lives.

                          (looking around)

                   Our stock coupons will spike.



         Edward turns, actually CLAPS Stickley on the back.



                                 EDWARD

                   Hell. Might even bring old Stickley

                   here a few extra bucks. Huh, Fred?



                                 STICKLEY

                   Fred?



         Bruce takes off his glasses, rubs his eyes in vague

         disbelief, cleans the lenses.

                                 EDWARD

                   Wayne Enterprises will spearhead an

                   entertainment revolution.



         Edward removes his glasses, cleans them in exactly the

         same manner as Bruce.



                                 EDWARD

                   I just need a bit of additional

                   funding. For human trials. Let me

                   show you....



         Bruce seems about to speak when suddenly -



 22      THE BATSIGNAL                                                 
22



         beams bright against the night clouds over Gotham City.



 23                              BRUCE                                 
23

                          (time to move)

                   Maybe some other time..



                                 EDWARD

                   I want you to know, we'll be full

                   partners in this, Bruce.

                          (waxing rhapsodic)

                   What talks we'll have, late into the

                   night. Now, I'm not used to business

                   travel, so go easy on me. As for

                   recognition, I'm sure after a time

                   I'll get used to it.

                          (a beat)

                   Look at us. Two of a kind.



         Edward is suddenly aware of dozens of co-workers all

         around him, SNICKERING and WHISPERING.



                                 EDWARD

                   Bruce...?



         Bruce's eyes dart again toward the Batsignal.



                                 BRUCE

                   Call my secretary, she'll set

                   something up.

                          (turning)

                   Factory looks great, folks.  Keep up

                   the good work.



                                 EDWARD

                          (desperate)

                   Wait. You can't go.



                                 BRUCE

                   We'll talk some other -



                                 EDWARD

                          (sudden rage)

                   No. Don't leave me! My invention! I

                   need you!



         Edward has grabbed Bruce's arm. The room goes dead quiet.

         Bruce's eyes narrow. Then he dislodges gently.



                                 BRUCE

                   I'm sorry, Edward. Just feels a bit

                   like mind manipulation. It raises

                   too many question marks.



         Bruce heads off.



                                 STICKLEY

                   Alright everyone, back to work.

                          (to Edward)

                   We'll discuss this later.



         Edward stares after Bruce.



                                 EDWARD

                   You were supposed to understand.



         HOLD on this tiny man, all alone in the labyrinthine

         work-place, eyes darkening now with growing obsession.



                                 EDWARD

                   I'll make you understand.



 24      INT.  BRUCE WAYNE's PRIVATE OFFICE                            
24



         Bruce ENTERS.



                                 BRUCE

                   Lock.



 25      THE DOOR - CLOSE. LOCKS. Bruce falls into a leather chair.    
25



                                 BRUCE

                   Capsule.



 26      Suddenly the chair seat drops, fast, sliding into a           
26

         transport capsule.



 27      INT.  TRANSPORT TUNNEL                                        
27



         The capsule shoots through the underground tunnel, lights

         WHIPPING past at near super-sonic speed.



 28      INT.  CAPSULE                                                 
28



         Speed and time readouts appear on the windscreen beside

         the craggy face of ALFRED PENNYWORTH.



                                 BRUCE

                   Alfred...



 29                              ALFRED                                
29

                   I saw the signal, is. All is ready.



 30      INT.  BAT CAVE - COSTUME VAULT                                
30



         Alfred watches the capsule arrive.



 31      QUICK CUTS of glove, boot, and cape being donned.             
31



 32      INT.  BATCAVE                                                 
32



         FOLLOW Batman's feet as he steps up to the Batmobile.



                                 ALFRED

                   I suppose I couldn't convince you to

                   take along a sandwich.



         Batman jumps into the Batmobile.



                                 BRUCE

                          (to Alfred)

                   I'll get drive-thru.

                          (to the car)

                   Go...



 33      The car shoots a whitish-blue light from under it's           
33

         belly. Hub Caps and detailing glow as The Batmobile zooms

         out of the cave.



 34      INT.  CAVE ACCESS TUBE                                         
34



         The car SHOOTS through a series of underground arches.

         The car picks up speed, the blue-white fusion drive going

         blue, then purple, then red. The single bat wing splits

         into two as the car becomes a stealth bullet.



 35      EXT.  WAYNE ESTATE - NIGHT                                     
35



         The dark car WHIPS through a holograph of  trees that

         masks the entrance to the Batcave, SCREECHING onto...



 36      EXT.  FOREST ROADS - NIGHT                                     
36



         The car speeds towards Gotham.



 37      ANGLE OUTSIDE THE WINDOW ON                                    
37



         The Batsignal, cutting the darkness.



         PULL BACK TO REVEAL



 38      INT.  SECOND BANK OF GOTHAM - 22ND FLOOR - NIGHT               
38



         A worried THUG peers at the Batsignal out the skyscraper

         window. Across a narrow abyss stands a skyscraper under

         construction, all girders and scaffolding.



 39      In f.g., a spinning silver dollar flips up into frame,         
39

         blocking out the Batsignal.



                                 THUG 1

                   Bat should show any minute, Face.



         A HAND catches the coin, flips it again.



 40      WIDER                                                          
40



         Witness the rakishly handsome profile of HARVEY TWO-FACE

         DENT, the other side of his face hidden in shadow.



                                 TWO-FACE

                   You. Sport. Any thoughts? Counting

                   on Batass to rescue you?



         PULL BACK TO REVEAL



         A SECURITY GUARD, laying on the floor, wrists and feet

         bound, trembling with fear.



                                 TWO-FACE

                   _We_ sure are.



                                 GUARD

                   ...You gonna kill me?



                                 TWO-FACE

                   Might. Might not. Could say we're of

                   two minds on the subject.



                                 GUARD

                   I got family. ...Please.



                                 TWO-FACE

                   What say we flip for it?



         Two-ace shoves the silver dollar under the Guard's nose.

         One side shines in mint condition.



                                 TWO-FACE

                   What could be fairer than the random

                   toss of an honest coin? Life...



         The other side bears deep, disfiguring burns.



                                 TWO-FACE

                   ...or death.



                                 GUARD

                   Please. I swear I won't say noth-



                                 TWO-FACE

                   The coin _wants_ to decide.



 41      Two-Face flips. The coin spins, gleaming, lands on the         
41

         floor only inches from the Guard's face.



 42      Two-Face STOMPS the coin. Winks at the sweating Guard.         
42



                                 TWO-FACE

                   Exhilarating, isn't it?  The

                   suspense? Sudden death or a new

                   lease on life? Really makes a man

                   live in the moment.



         Two-Face removes his foot. Unblemished side up.



                                 TWO-FACE

                   You're in luck. You get to live to

                   whimper another day.



         The Guard SOBS with relief. Harvey's Thugs GRUMBLE.



         Two-Face folds his jacket into a pillow, places it under

         the Guard's head, now the nicest crook in the world.



                                 TWO-FACE

                   That floor has got to be very hard.

                   Is that better?



                                 GUARD

                   Uh, yeah. Thanks, Mr..uh...Face.



                                 TWO-FACE

                   Just call us Harvey. Can we get you

                   a sandwich? A soft drink? Given all

                   the trouble we caused you, how about

                   we cut you in for a share of

                   tonight's haul?



                                 THUG 2

                   Face! For cryin' out loud! You're

                   not gonna pay him--



         Two-Face turns on Thug 2 with a vengeance, shooting out a

         hand that pins the fellow's throat to the wall.



                                 TWO-FACE

                   Did we ask your opinion? The coin

                   has rendered its verdict. This man

                   has a family to take care of. You

                   have a problem with that?



         We now see for the first time the LEFT HALF OF HIS FACE:

         hideously repulsive, an acid eaten mutilation of flesh.



                                 THUG 2

                   Oh no, Face. Anything you say.



 43      EXT.  PAN-ASIA TOWN - STREET - NIGHT                           
43



         Sweeping spots. Swat teams. Police wagons.



 44      COMMISIONER GORDON, 50s, a man who's seen enough pain          
44

         for a lifetime, stands in his trademark trenchcoat,

         lighting a cigarette.



         Beside him stands a beautiful, professionally dressed

         young woman. DR. CHASE MERIDIAN.



 45      HIGH ABOVE                                                     
45



         The Batmobile SCREECHES to a stop on a pedestrian bridge.



 46      THE BATSIGNAL is suddenly obscured, flows for a moment         
46

         into the shape of Batman's cape as the Dark Knight leaps

 47      down past the spotlight, lands face to face with Chase.        
47



                                 CHASE

                   Hot entrance.



         Batman turns, all business as he speaks to Gordon.



                                 BATMAN

                   Two-Face?



                                 GORDON

                   Two guards dead. He's holding the

                   third hostage. Didn't see this one

                   coming.



                                 CHASE

                   We should have, though.



         The men turn to face her.



                                 CHASE

                   _Two_ million dollars waiting to be

                   transferred from the _Second_ Bank of

                   Gotham on the _22nd_ How could Harvey?

                   _Two_-Face resist?



                                 BATMAN

                   And you are?



                                 GORDON

                   Batman, I'd like you to meet--



                                 CHASE

                          (offering her hand)

                   Chase Meridian



                                 GORDON

                   I asked Dr. Meridian to come to

                   Gotham to consult on this case. She

                   specializes...



                                 BATMAN

                   ...dual personalities. Abnormal

                   psychology. Washington's poster

                   child for the criminally insane. I

                   read your work.



                                 CHASE

                   I'm flattered. Not every girl makes

                   a super-hero's night table.  You

                   might have some interesting insights

                   into Two-Face.



                                 BATMAN

                   Why's that?



                                 CHASE

                   Let's just say I could write a hell

                   of a paper on a grown man who

                   dresses like a flying rodent.



                                 BATMAN

                   Bats aren't rodents, Dr. Meridian.



                                 CHASE

                   I didn't know that. See? You _are_

                   interesting. And call me Chase. By

                   the way, do you have a first name? Or

                   do I just call you bats?



                                 GORDON

                   May I remind you two we have a

                   psychopathic murderer on the loose

                   here?



         A titanic BOOM rocks the night.



 48      SEARCHLIGHTS race up the skeletal skyscraper to REVEAL..        
48



         A giant CRANE and WRECKING BALL. The wrecking ball

         SMASHES again into the bank building.



 49      INT.  BANK OF GOTHAM - NIGHT                                   
49



         The already crumbling wall behind Two Face EXPLODES. Two-

         Face checks his watch, unfazed, as the giant wrecking

         ball CRASHES into the room within inches of the villain.



                                 TWO-FACE

                   Right on schedule.



         Two-Face's men scramble to the hole, attach chains to...



 50      EXT.  CONSTRUCTION SITE - NIGHT (CONTINUOUS)                   
50



         ...an even thicker chain dangling 30 stories from the

         roof of the construction site.



         FOLLOW THE CHAIN UP as it yanks tight, revealing...

         A BLACKHAWK HELICOPTER already atop the construction

         site, perched on steel beams. REVVING its mighty rotors.



 51      A giant winch aboard the Blackhawk starts to haul the          
51

         safe chain over pulleys up into a cargo hatch.



 52      INT.  - SECOND BANK OF GOTHAM. 22ND FLOOR, NIGHT               
52



         Thug 1 stares out the window.



                                 THUG 1

                   The Bat's taking the bait! What now?



 53      Harvey flips the coin.                                         
53



 54      FOLLOW THE COIN as Two-Face snatches it from mid-air,          
54

         slaps it on his wrist. Bad side up.



 55      ANGLE ON - Two-Face's left side. Scarred, gloating evil.       
55



                                 TWO-FACE

                   At last, The Bat dies!



         The chains suddenly yank the safe towards the hole in the

         wall. Thug 2 gestures to the Guard on the floor.



                                 THUG 2

                   What about him?



                                 TWO-FACE

                   Kill him too.



         Thug 2, grinning, draws a GUN from his waistband.



                                 GUARD

                   Wait! You said you'd let me go!



                                 TWO-FACE

                   Never heard of a double-cross?



 56      A DING from the elevators.                                     
56



         The Thugs and Harvey all whirl, machine guns coming up,

         open FIRE, armor piercing bullets punching holes in the

         metal doors, shredding anyone inside.



         THE GUARD lays bound on the floor. Suddenly a clamp-ended

         bat-cable drops from above. With a tiny CLICK, the smart-

         clamp hooks onto the Guard's wrist bindings.



 57      ELEVATORS                                                      
57



         HARVEY AND THUGS empty magazines. Re-load.



                                 TWO-FACE

                   Come on in, the water's fine.



         All stand watching as the now perforated elevator doors

         slide, jerking, open to reveal...an empty elevator.



         The skylight overhead EXPLODES and, in a rain of glass,

         Batman drops to the floor on a Batrope.



 58      THE GUARD is apparently attached to the Batrope's other        
58

         end because, as the Caped Crusader comes down, the Guard

         shoots up, hoisted fast to the safe rooftop above.



 59      FIRE DOORS                                                     
59



         BLOW open. Two SWAT teams burst in, armed for bear.



                                 SWAT LEADER

                   Police!  Freeze!



                                 TWO-FACE

                   Not the guest list we had in mind.

                   Boys, the party's over.



         Two-Face drops a SMOKE GRENADE. Then he leaps directly

         out the hole in the wall. His Thugs take off after him.



 60      EXT.  CONSTRUCTION SITE - NIGHT (CONTINUOUS)                   
60



         The Thugs come leaping through the hole, using the now

         rising safe as a springboard to close the windy gap, roll

         to safety on the construction site next door.  They

         scatter, begin scaling various beams and girders.



 61      INT.  BANK                                                     
61



         Swat Teams race through the smoke in close pursuit, come

         up short at the edge of the urban precipice. The safe has

         risen too high, now, to serve as a springboard, so the

         cops drop, begin FIRING across the gap. Suddenly...



         A DARK WING explodes out of the smoke behind them, flying

         across the abyss.



 62      INT.  CONSTRUCTION SIGHT                                       
62



         A Thug fires at the figure hurling towards him. Batman

         lands on the Thug's chest, smashing him to the floor.



         Suddenly, from above, BULLETS CRACK off the girders

         beside the Caped Crusader's head.



 63      REVERSE ANGLE                                                  
63



         TWO-FACE glides upward, riding the wrecking ball as it

         overtakes the safe, shooting down at Batman.



 64      BATMAN starts scaling the scaffolding after Two-Face.          
64

         He's climbing fast but Harvey has too great a lead.



 65      BATMAN - POV. A motorized gantry is carrying one of the        
65

         Thugs up to the roof.



 66      Batman FIRES a Batarang. The bat-shaped clamp bites into       
66

         the wooden base of the rising gantry.



         He toggles the launcher into winch mode, is hoisted fast

         towards the rising gantry above.



 67      ON THE GANTRY                                                  
67



         The riding Thug leans down, sees the rising shadow, grabs

         the Batrope in both hands and flips over the gantry.



 68      ON THE BATROPE                                                 
68



         The Thug slides fast down to kicking range, draws back

         his boot to dispatch Batman.



         Batman hits a switch on his launcher, increasing the

         winch speed, shooting him higher, faster. He grabs the

         Thug's foot in his hand, shoves him up so his head CRACKS

         against the bottom of the gantry. Batman swings the

         unconscious Thug onto a hanging construction hook,

         leaving him dangling in mid-air by his nose ring, hoists

         himself up onto...



 69      THE GANTRY                                                     
69



         From the scaffolding above, a Thug drops to one end of

         the gantry, nun-chucks spinning madly.



         Behind Batman, another Thug drops INTO FRAME, drawing a

         machine pistol.



         Batman reaches forward, grabs the Thug's spinning nun-

         chuck, stunning his face with the wooden sticks. In a

         single move, Batman spins and lets the weapon fly into

         the pistoled assailant, knocking him flat.



 70      BATMAN - POV. Two-Face has reached the chopper.                
70



 71      INT.  HELICOPTER - NIGHT                                       
71



         Two-Face climbs into the chopper's cargo bay.



                                 TWO-FACE

                          (to the pilot)

                   Let's fly.



 72      EXT.  GANTRY - NIGHT                                           
72



         Batman sees the helicopter start to rise, pulling the

         safe overhead along with it.



 73      Batman jumps, drops through the abyss between the two          
73

         buildings, landing on...



 74      A HIGH TENSION WIRE - CLOSE. The wire bends like a bow,        
74

         shooting Batman like an arrow straight into the air.



 75      Batman grabs the rising chain, slides down it's links so       
75

         he is standing atop the safe.



 76      He FIRES a Batarang into the bank wall, making an anchor,      
76

         attaches the Bat-cable to the hitch atop the safe.



 77      INT.  HELICOPTER - NIGHT                                       
77



         The chopper is straining against Batman's bank-embedded

         tether. Two-Face looks down in fury.



                                 TWO-FACE

                   The man is taking his job

                   _much too seriously_.



 78      EXT.  TOP OF SAFE - NIGHT                                      
78



         Batman palms a compartment on his utility belt and a

         small delivery mechanism SNAPS a tiny acetylene torch

         into his gloved hand.



         A BLUE FLAME ignites. Batman starts to cut the chains.



 79      EXT.  CONSTRUCTION SITE - NIGHT                                
79



         Batman's torch slices the last link. Batman reaches up

         and grabs the winch chain, is jerked suddenly upward with

         the now un-tethered chopper as...



 80      THE SAFE                                                       
80



         now freed, swings like a pendulum on it's anchor line,

         arcing straight for the hole in the bank wall from which

         it was originally drawn.



 81      INT.  BANK BUILDING                                            
81



         The safe comes flying through the hole, sliding across the

         floor and SLAMMING back into place before the bewildered

         faces of the SWAT team.



 82      INT.  HELICOPTER - NIGHT                                       
82



         Two-Face stares out the side of the chopper.



                                 TWO-FACE

                   That was our money.



         Two-Face grabs the controls from the pilot.



                                 TWO-FACE

                   He wants to play. Fine, let's play.



 83      Two-Face pulls back on the throttle, the chopper shooting      
83

         straight up into the sky like a rocket.



 84      EXT.  GOTHAM SKY - NIGHT                                       
84



         Batman hangs from the chain, trailing the chopper, a wing

         of shadowy quicksilver disappearing into the night.



 85      EXT.  ARKHAM SQUARE - NIGHT - ESTABLISHING                     
85



         Gotham's Times Square. Tall. Narrow. The crawl of bumper-

         to-bumper traffic. Glutted with neon signs and giant

         animated billboards.



 86      The helicopter ROARS into view.  BATMAN hangs on for dear      
86

         life as the city rushes past.



 87      A SERIES OF SHOTS as street folks look up in wonder.           
87



 88      SIGN - CLOSE. For Ginsu Knives. A couple of giant hands        
88

         make fast work of a steak on a smoking barbecue.



         The chopper swings Batman _through_ the ad, falling blades

         just missing him, dragging him through the thick smoke.



         The chopper swings across the square, heading for...



 89      ANOTHER SIGN - CLOSE. This time a tremendous set of            
89

         clacking teeth turn yellow to white each time the cap

         lifts off of a giant tube of toothpaste.



 90      The chopper barrels straight for the opening mouth.            
90



         At the last moment the chopper banks, whipping the

         dangling Batman inside the mouth.



 91      The mouth closes on the Caped Crusader.                        
91



 92      The chopper pulls away, the chain pulling like floss           
92

         through the closed teeth.



 93      INT.  MOUTH                                                    
93



         Batman, still clutching the chain, is flying towards the

         barricade of closed teeth.



 94      EXT.  ARKHAM SQUARE - MOUTH SIGN                               
94



         Batman SMASHES through the two front teeth.



 95      BATMAN - CLOSE. His face suddenly bathed in an ever            
95

         brightening yellow glow.



 96      INT.  CHOPPER                                                  
96



         TWO-FACE'S POV - THROUGH THE WINDSHIELD



         Dead ahead, another sign. This one is essentially a giant

         neon sun, the Wayne Tech logo burning bright yellows and

         reds over the message Solar: The Power of the Future.



 97      Harvey GUNS the chopper's engines.                             
97



                                 PILOT

                   Face!!!



 98      EXT.  GOTHAM SKY                                               
98



         The chopper BLOWS straight through the nova, neon

         EXPLODING like stars in all directions.



 99      INT.  HELICOPTER                                               
99



         As the Pilot, in the b.g. regains control of the chopper,

         Harvey walks to the hold, looks down through the hatch at

         the dangling chain below. No Batman.



                                 TWO-FACE

                   Ah, to finally be rid of that pointy

                   eared, steroid eating, rubber

                   suited, cross dressing, night rat...



100      THROUGH THE WINDSHIELD                                        
100



         a familiar blue cape falls down over the plexi-glass.



                                 PILOT

                   Uh...boss....



         Harvey spins, draws his machine pistol.



                                 PILOT

                   No!



         Too late. Harvey SPRAYS wildly, blowing holes in the

         windshield and Pilot as well.



101      EXT.  HELICOPTER                                              
101



         The cape slips off the windscreen



102      INT.  HELICOPTER                                              
102



         The chopper dives. Two-Face staggers towards the pilot's

         chair. He rests free the corpse, regains control.



         A FIST SMASHES through the side window into Harvey's jaw.



                                 BATMAN

                   Harvey, you need help. Give it up.



103      EXT.  HELICOPTER                                              
103



         Batman stands on one of the struts, begins trying to

         climb into the open side of the speeding bird.



                                 TWO-FACE

                   Words of wisdom from our ex-friend?



         Harvey SLAMS Batman's face with his foot. He goes down.



                                 TWO-FACE

                   Mano a Mano a Bato.



         Batman pulls himself back up. Grabs Harvey's foot. Flips

         him to the floor. Drags him half way out of the bird.



                                 BATMAN

                   Surrender.



                                 TWO-FACE

                   Ever been to Arkham, Batman? You'd

                   feel right at home. You took a year

                   of my life. So I'm here to pay you

                   back. There's only one way out of

                   this waltz. One of us dies.



                                 BATMAN

                   I won't kill you, Harvey.



         Batman gets Harvey by the throat.



                                 TWO-FACE

                   Batman doesn't kill? Bullshit.

                          (epiphinous)

                   You're a killer too.



         Somehow Harvey's words seem to shake Batman a beat. It's

         all the distraction Harvey needs.  He SMASHES Batman

         across the face.



         Batman slips, falls out of sight.



104      WINDSHIELD - CLOSE. Lady Gotham is coming up fast.            
104



105      EXT.  HELICOPTER                                              
105



         Batman hangs by one hand from the support strut, the bird

         hurling towards the giant statue.



106      INT.  HELICOPTER                                              
106



         Harvey locks "The Club" onto the controls, fixing the

         chopper on it's deadly course.



107      Batman hoists himself into the chopper through the open       
107

         side in time to see Harvey standing over the cargo hatch.



                                 TWO-FACE

                   Goodbye old pal.



         With that Harvey leaps through the cargo hatch.



108      Batman stares frozen in disbelief as Two-Face plummets to     
108

         the dark water below.



109      Then a sudden flurry of expanding color caught in Lady        
109

         Gotham's lighthouse beam, and a parachute opens over Two-

         Face, unfolding into a giant Yin-Yang.



110      BATMAN - POV - The windshield SHATTERS into the statue.       
110



111      EXT.  HELICOPTER - LADY GOTHAM - NIGHT                        
111



         The helicopter EXPLODES into the left side of Lady

         Gotham's face. A tremendous fireball splits the night.



112      EXT.  GOTHAM SKY - NIGHT                                      
112



         Batman is falling. Still. Eyes closed. Maybe dead.



         FLASHES OF



113      (OVER) A SCREAM. Two SHOTS. A pair of roses hit pavement.     
113



114      A BOY runs through a storm, a book clutched in his hands.     
114



115      A FALL down a narrow stone chute, into a cave.                
115



116      A BAT, huge, evil, SCREECHING.                                
116



         TWO-FACE'S WORDS (OVER) - "YOU'RE A KILLER TOO."



117      BATMAN FALLING - CLOSE                                        
117



         Batman plummets towards the water. His eyes open.



118      EXT.  GOTHAM HARBOR (CONTINUOUS)                              
118



         Batman SPLASHES into the harbor. Dark. Still.



         Then, a familiar cowl breaks the surface, GASPING for

         breath. Batman stares up at the sky.



119      PAN UP                                                        
119



         Lady Gotham's one beautiful face now burns the night.



120      INT.  WAYNE ENTERPRISES - NIGHT                               
120



         Dark, save the light from a single cubicle.



121      INT.  EDWARD'S WORK STATION - NIGHT                           
121



         Edward sits hunched over his desk, working on his

         invention. Sweat beads his brow, lips MUMBLING furiously.



                                 EDWARD

                          (obsessive repetition)

                   Too many questions. Too many

                   questions.



         Edward glances up at the picture of Bruce Wayne.



                                 EDWARD

                   I'll show you it works.



                                 STICKLEY (O.S.)

                   What the hell is going on here?



         Stickley stands before Edward's cubicle. Not happy.



                                 STICKLEY

                   Your project is terminated. I'm

                   calling security.



         Stickley turns to go. Mistake. Edward CRACKS Stickley on

         the head with a coffee pot. Down he goes.



                                 EDWARD

                   Caffine'll kill you.



122      INT.  EDWARD'S CUBICLE - MINUTES LATER                        
122



         Stickley awakens to find himself strapped in a swivel

         chair. Edward is placing an elaborate computerized

         headband over Stickley's head. (OVER) a small TV hooked

         into Edward's contraption runs a fishing show.



                                 EDWARD

                   This won't hurt a bit.

                          (musing)

                   At least I don't think it will.



         Edward reaches for a small transceiver fused to the TV.



                                 STICKLEY

                   Goddamnit, you press that button

                   and-



123      Too late. A green beam explodes from the TV screen,           
123

         engulfing Stickley.



124      IN THE BEAM - a small holographic representation of the       
124

         fisherman reeling in a prize bass.



125      STICKLEY - POV - As far as Fred is concerned he's on the      
125

         shore, the fisherman's catch flapping in his face.



126      The TV signals begin to waver and tremble.                    
126



                                 EDWARD

                   Loosing resolution. More power.



         He increases the power toggle. BACKFIRE. A sudden white

         light shoots back into the TV and up, surrounding Ed.



         STICKLEY - CLOSE. His eyes dull, glaze over.



         EDWARD - CLOSE. The effect on him seems to be quite the

         opposite. Invigorating, sexual.



         THE BEAM-FLARES. A tiny nova. Overload. Both men SCREAM.

         All light vanishes.



         EDWARD - CLOSE. His face buried in his hands.



         Edward peers up from his hands.



         Look into his eyes. One thing is sure. Edward Nygma has

         gone power mad, totally insane.



                                 EDWARD

                          (game show host)

                   Fred Stickley. Come on down. You're

                   the next contestant on I Want Your

                   Brain.

                          (Wayne-like)

                   Nygma your machine has unexpected

                   side effects. A feed back loop has

                   caused your brain to absorb

                   Stickley's neural energy.

                          (hyper)

                   Stickley, I've had a break-

                   through! And a breakdown? Maybe.

                   Nevertheless. I'm smarter. Hell, I'm

                   a genius. More than a genius.

                   Several geniuses. Genae. Genie.



         Ed rises, BABBLES a dazed Fred's lips with his finger.



                                 EDWARD

                          (short order cook)

                   Yo. Charlie. Gimmie an order of

                   brain deep-fry. Extra well done.

                   Hold the neurons.

                          (a scientist)

                   Patient exhibits symptoms of psycho

                   neural overload. Notation: obviously

                   higher settings can be dangerous to

                   the subject.

                          (pacing)

                   Riddle me this, Fred. What is

                   everything to someone and nothing to

                   everyone else? Your mind of course.

                   And now mine pumps with the power of

                   yours.

                          (urban)

                   New from Brain-bok. Da pump. Think

                   faster. Reason higher. Out-cog-nate

                   every homey on the court of life. Da

                   pump. Yeah.

                          (Shakespearian)

                   Ho! Mark. I sense an odd penchant

                   for the anagramatic. The acrostic.

                   The crypto-graphic. What doth this

                   bode? Answer me Marcutio, you little

                   runt.

                          (gourmet)

                   Fred, I must confess you were a

                   wonderful appetizer. Simply divine.

                   But now I yearn for a meal of

                   substance. The main course. A wide

                   and varied palette. Ah, to taste the

                   mind of a hero. A nobleman. A poet.

                          (Groucho)

                   A chick in a short skirt wouldn't be

                   so bad either.



                                 STICKLEY

                   ...Fired...your fired...your fired.

                   You understand?! Fired!!



                                 EDWARD

                   I don't think so.



         Edward savagely sends Stickley careening across the slick

         floor still strapped to the swivel chair.



127      Stickley heads straight for the huge round window.            
127



128      Edward seems like he has regrets as he dashes after           
128

         Stickley. The chair...



129      SMASHES THROUGH THE ROUND WINDOW                              
129



         It teeters on the edge of the building, dam and RUSHING

         water below. Stickley is being held on the precipice by

         the long wire attached to his headband. It is really only

         this that Edward came to save.



130                              EDWARD                                
130

                   Fred. Babe. _You_ are fired. Or should

                   I say Terminated!



         He yanks the invention from Stickley's head and he

         crashes below to certain death. Ed races back to...



131      EDWARD'S CUBICLE                                              
131



                                 EDWARD

                   Question marks, Mr. Wayne?



         He stands staring at the picture of Bruce Wayne.



                                 EDWARD

                   My work raises too many question

                   marks?



         In a frenzy, Edward begins tearing up the magazines lying

         on his desk, ripping out individual words, pasting them

         quickly onto a blank piece of paper.



                                 EDWARD

                   Two years. 3.5762 percent of my

                   estimated lifespan toiling for your

                   greater glory and profit.



         He SMASHES the framed GQ cover of Bruce on the floor.



                                 EDWARD

                   Well, let me ask you some questions,

                   Mr. Smarter Than Thou. Why are you

                   so debonair? Successful? Richer than

                   God? Why should you have it all and

                   not me? Yes, you're right, there are

                   too many questions, Bruce Wayne.



         Edward STOMPS on the picture, pulverizing the glass.



                                 EDWARD

                   Like why hasn't anybody put you in

                   your place? And it's time you came

                   up with some answers. Starting right

                   now!



         A SERIES OF IMAGES-



132      (OVER) A SCREAM. SHOTS. Roses fall to the pavement.           
132



133      A YOUNG BOY stands staring into a parlor where two            
133

         coffins rest. Thomas and Martha Wayne. Dead leaves whip

         through the hallway.



134      SMALL HANDS touch a leather bound book. Suddenly the          
134

         pages are splattered with blood. Wind blows out two

         flickering candles.



135      THE BOY runs through a dark, stormy night, the book           
135

         clutched in his hands. He slips. A sinkhole.



136      A FALL down a narrow chute. The boy lands in a dark cave.     
136



137      A GIANT MONARCH BAT, fangs bared, SCREECHES towards us.       
137



                                 TWO-FACE (V.O.)

                   You're a killer too.



138      INT.  WAYNE MANOR - BRUCE'S BEDROOM - MORNING                 
138



         In his bed, Bruce wakes, trying to blink away the images.

         Alfred draws the curtains, welcoming rich autumn sun.



                                 ALFRED

                   The dreams again, sir?



                                 BRUCE

                   I think they're getting worse.



                                 ALFRED

                   It's a wonder you sleep at all.



         As Bruce sits up, Alfred notices a fresh set of bruises.



                                 ALFRED

                   What a marvelous shade of purple.



         Bruce shoots him a look.



                                 ALFRED

                   Really, sir, if you insist on trying

                   to get yourself killed each night.



         Alfred picks up Bruce's carelessly-tossed Batsuit from

         the floor. Ripped, dented, punctured.



                                 ALFRED

                   ...Would it be a terrible imposition

                   to ask you to take better care of

                   your equipment?



                                 BRUCE

                   Then you'd have nothing to complain

                   about.



                                 ALFRED

                   Hardly a worry, sir.



         Alfred brings a robe, holds it out for Bruce.



                                 ALFRED

                   Commissioner Gordon phoned. There's

                   been an accident at Wayne

                   Enterprises.



139      INT.  - WAYNE ENTERPRISES - MORNING                           
139



         As the window is replaced in b.g., Edward Nygma stands

         SOBBING before the head of personnel. With augmented

         brain power apparently comes augmented acting talent.



                                 EDWARD

                          (inconsolable)

                   Why? Oh, why? I can't believe it.

                   Two years. Working in the same

                   office. Shoulder to shoulder, cheek

                   to cheek, ---we're talking face, by

                   the way---and then this.

                          (handing her a note)

                   I found this in my cubicle. You'll

                   find the handwriting matches his

                   exactly as does sentence structure

                   and spelling.



                          (suddenly sobbing again)

                   I couldn't possibly continue on

                   here. The memories. I'll just get my

                   things.



140      ANOTHER ANGLE                                                 
140



         Edward slips out a side door, quickly avoiding Bruce and

         Gordon as they walk towards Bruce's office.



                                 GORDON

                   We've questioned everyone who worked

                   on the floor. Computer records show

                   no one going in or out after

                   Stickley.



                                 BRUCE

                   Computer records can be forged.

                   I'll have my people pull up --



         A cop hands Gordon the forged note.



                                 GORDON

                   Suicide. With all due respect, leave

                   the police work to us. We'll be in

                   touch.



         As the Commissioner exits, Bruce heads into his office,

         followed by his secretary, MARGARET.



141      INT.  BRUCE'S OFFICE (CONTINUOUS)                             
141



                                 MARGARET

                   The society matrons of Gotham have

                   called a record thirty-two times.

                   Not to mention the press. I think

                   that if they don't know soon who you

                   plan to take to the charity circus,

                   the world will most surely come to

                   an end.



         Bruce notices an envelope on his desk.



                                 BRUCE

                   What's this?



                                 MARGARET

                   I don't know. I didn't see anyone...



                                 BRUCE

                   No postmark. No stamp.



         Bruce opens the envelope.



142      LETTER - CLOSE. A photo of Bruce. Below: letters cut from     
142

         newspapers and magazines read:



             (RIDDLE#1) (to be written)

                       signed -The Riddler



143      Bruce raises an eyebrow.                                      
143



                                 BRUCE

                   The Riddler? Why can't anyone in

                   this town have a normal name?



         Phone RINGS. Bruce hits a switch and a desk video-phone

         lights into life. Alfred.



                                 ALFRED

                   Channel 12, sir.



         Bruce presses a button and Alfred's image shrinks to a

         small box in the corner, superimposed atop a TV picture.



144      ON SCREEN -                                                   
144



         A talk show in progress. A radiant black host: VONDELLE

         MILLIONS talks to a panel of experts.



                                 VONDELLE

                   --joined us, we're talking about the

                   mutilation of Lady Gotham, caused

                   late last night by Batman-



145                              BRUCE                                 
145

                   _Excuse_ me?!



                                 VONDELLE

                   -- will take up to nine months to

                   repair. Today's topic: Batman-crime-

                   fighter or criminal?



                                 BATMAN

                   How 'bout Two-Face? Anyone here

                   heard of him?



         The shot WIDENS to reveal the panel.



146      ON SCREEN - Our first expert: DR. JANISLAUS ROYCE.            
146



                                 ROYCE

                   Batman is a major cause of crime in

                   Gotham. So-called super-villains

                   seek him out hoping to prove

                   themselves in violent conflict.

                   Batman does not deter crime, he

                   invites it.



                                 VONDELLE

                   I'm sure our audience objects to

                   your gender bias. Batperson.



         The second expert PIPES in, DR. DAVID AIMS.



                                 AIMS

                   What is the Dark Knight's credo?

                   Batman does not kill? What of those

                   slain during his fight with Jack

                   Napier aka Joker? Or in his

                   Christmas conflict with the orphan

                   Cobblepot? Batman belongs behind

                   bars, not his morally disadvantaged

                   victims.



                                 CHASE (O.S.)



                   Bull (bleep)!



147      WIDER                                                         
147



         Chase sits at the end of the panel.



                                 VONDELLE

                   What did you say?



                                 CHASE

                   Which part of the word didn't you

                   understand?



148      Watching, Bruce sits a little straighter, more hopeful.       
148



                                 BRUCE

                   I could like this woman.



149                              CHASE                                 
149

                   Batman is a _reaction_ to the crime in

                   this city, not a creator of it!

                   Without him many more would be dead.

                   Batman is a true hero...



                                 VONDELLE

                   Hey, Doc, got the hots for Batman?



         HOOTS and HOLLERS from the audience.



         CHASE - CLOSE. Busted.



150      On screen, a graphic: BATMAN: CRIMEFIGHTER OR CRIMINAL?       
150



                                 VONDELLE

                   What do you think? Call us at...



         A HAND reaches up and SNAPS off the TV. The screen goes

         black to reveal a reflection in the glass: Two-Face.



         PULL BACK TO REVEAL



         INT.  TWO-FACE'S HIDEOUT - DAY



         Two-Face turns away, disgusted.



                                 TWO-FACE

                   Batman, Batman, Batman. God, we want

                   that man's blood on our hands.



151      WIDER                                                         
151



         LEATHER sits to one side of Harvey. Ruby lipstick, tight

         leather outfit, a choker o spikes, razor blade earrings,

         stroking a muzzled black doberman.



                                 LEATHER

                   Oh you are most obscene, my

                   frightful grotesque.



         Another set of arms entwine Two-Face.



         LACE, a submissive blonde in Victoria's Secret's lacy

         best nuzzles his good side, pets a white kitten.



                                 LACE

                   Don't listen to her. You're every

                   girl's dream.



                                 LEATHER

                   Waste Dorothy and Toto here, you and

                   me can get down to business.



         Harvey SLAPS Leather, hard.



                                 LEATHER

                   Harder, baby. Hit me again.



                                 TWO-FACE

                   No.

                                 LEATHER

                          (hotter still)

                   Sadist.



         He turns now to Lace, caresses her face gently.



         WIDEN TO REVEAL



         Two-Face's hideaway, divided straight down the middle.

         Lace's half is all light and order. Leather's domain

         looks like an S&M club.



                                 TWO-FACE

                   Too many bats to fry to think about

                   fun. We wanna take him apart limb by

                   hyper-extended limb. Feel his bones

                   crunch in our hands. Beat him until

                   he's as black and blue as that

                   ridiculous rubber suit.



         Without thinking, Harvey steps over the Laceland. His

         demeanor instantly changes, now more reasoned and calm.



                                 TWO-FACE

                   On the other hand, perhaps something

                   slow, a delicious incursion of

                   despair, a campaign to shatter his

                   psyche and bring him crumbling to

                   his knees.



         He wanders back across to Leatherland.



                                 TWO-FACE

                   Hell. Why wait? Rupture his organs.

                   Shatter his spine. Still have time

                   for a late dinner.



         Back in Laceland.



                                 TWO-FACE

                   But simple murder? It's just too

                   damn simple. Besides, it's been

                   done. No. We need a plan.



         Back to Leatherland.



                                 TWO-FACE

                   Yes. Something senseless, brutal,

                   savage, violent.



         Back to Laceland, stopping to add...

                                 TWO-FACE

                   Yet witty.



152      EXT.  WAYNE MANOR - NIGHT                                     
152



         Edward peddles a bicycle down a service road towards

         Wayne Manor, an envelope jutting from his shirt pocket.



153      INT.  BATCAVE - NIGHT                                         
153



         Alfred stands over a cage of bats. A hand-held scanner

         producing distance readings.



         Bruce sits before his Master Console.



                                 BRUCE

                   How's the sonar coming, Alfred?



                                 ALFRED

                   A few hitches sir, but I'm confident

                   we'll have a prototype in no time.



                                 BRUCE

                   It'll never work.



                                 ALFRED

                   I believe you said the same thing

                   about the Batmobile.



         (OVER) a doorbell RINGS. Alfred disappears upstairs.



154      BRUCE - OVER THE SHOULDER                                     
154



         Bruce works a keyboard, manipulating the images on

         various screens.



155      SCREEN ONE - Replays the CNN story on Two-Face                
155



156      SCREEN TWO - Replays the Vondelle Williams show.              
156



157      SCREEN THREE - Runs news footage of Chase.                    
157



158      As Alfred returns, Bruce splits the Chase screen, a list      
158

         of psychiatric texts scrolling beside her portrait.



                                 ALFRED

                   Scholarly research?



                                 BRUCE

                   She has an excellent mind.



                                 ALFRED

                   If I misinterpreted your interest in

                   the lady, I humbly apologize--



                                 BRUCE

                   I wonder if she'd go out with me.



                                 ALFRED

                   Apology hastily retracted.



         Bruce freezes the image of Vondelle Williams over the

         familiar graphic: Batman: Crimefighter or Criminal?



                                 BRUCE

                   They don't understand. They think I

                   became Batman to fight crime.



         Bruce leans back, closes his eyes, his past never far.



                                 BRUCE

                   Do you remember the night I fell

                   into that cave and the bat chased

                   me?



                                 ALFRED

                   Your parents' wake. Rain fell like

                   tears.



                                 BRUCE

                   ...The night Batman was born.

                          (a beat)

                   What was I doing in the fields that

                   night, Alfred? What sent me running

                   out into that storm? I keep dreaming

                   about it but I just can't remember.



                                 ALFRED

                   I don't know, sir. Your dear

                   parents.  Suddenly gone. So much

                   loss...



                                 BRUCE

                   I remember the bat, though. His

                   scream. Those eyes. i was sure the

                   fear would kill me.

                          (a beat)

                   In time I came to believe that if I

                   became a monster, that if I was

                   feared, I wouldn't be scared

                   anymore. I was wrong.

                          (off the screen)

                   They think I became Batman to fight

                   crime. I became Batman to fight the

                   fear. And instead I became the fear.



         Alfred hands him an envelope.



                                 ALFRED

                   Perhaps it's time you paid a bit

                   more attention to Bruce Wayne. There

                   was no one at the door, just this.



         Within, (RIDDLE #2). His expression darkens.



159      EXT.  UGLY TENEMENT - BAD NEIGHBORHOOD - NIGHT                
159



         (OVER) SOUNDS OF POUNDING



160      INT.  HALLWAY OUTSIDE EDWARD'S APARTMENT - NIGHT              
160



         The source of the POUNDING -- MRS. LUCERTOLA, Ed's

         middle-aged, no-bullshit landlady.



                                 MRS. LUCERTOLA

                   Ya wanna cough up your rent, or do I

                   post an eviction notice?



         Locks TURN. The door opens a crack. Edward peeks out.



                                 EDWARD

                   Mrs. Lucertola. What a surprise.

                   Come in. I was just sitting down to

                   write the check.



161      INT.  EDWARD'S APARTMENT - NIGHT                              
161



         Mrs. Lucertola barges inside -- then stops, aghast.



         HER POV-



         Five people might live here. Sports magazines. Stock

         market tickers. Half completed paintings and sculptures.

         Blueprints. In the corner an old circus booth containing

         a manikin of the green-clad, can wielding Guesser.



                                 MRS. LUCERTOLA

                   What is it exactly that you do, Mr.

                   Nygma?



                                 EDWARD

                   My dear Ms. Lucertola. Italian,

                   isn't it? For lizard. How fitting. I

                   think the question better asked:

                   what is it that I don't do?



         Ed guides Mrs. Lucertola to a sofa before the TV.



                                 EDWARD

                   Most recently I have devised a way

                   to change the destiny of mankind and

                   the world as we know it, all in my

                   favor of course.



                                 MRS. LUCERTOLA

                   The rent Nygma!!!



                                 EDWARD

                   Might I persuade you to take a seat

                   on this couch? To indulge me in a

                   little experiment?



         He shoves her down.



                                 MRS. LUCERTOLA

                   Hey, I got no time for-



         Edward clamps a new, streamlined headband on her head.



                                 EDWARD

                   Showtime.



         He clicks on the TV. An evening soap.



                                 MRS. LUCERTOLA

                   My favorite story.



         Atop the TV rests a small box. The next generation of his

         Remote Encephalographic Stimulator.



                                 EDWARD

                   Yes. TV. Balm to the minds of the

                   masses. The great deadener. If only

                   it were more lively. But wait. I can

                   help.



         He hits a switch on the Box and the familiar beam engulfs

         his landlady, the holographic image of the screen's

         kissing couple now hovering in mid-air before her.



                                 MRS. LUCERTOLA

                   Oh my lord.



                                 EDWARD

                   Not quite. But I'm getting there.



162      MRS. LUCERTOLA - POV - She might as well be sitting on the    
162

         foot of the bed as the two lovers' embrace heats up.



         Edward waves his hand in front of her eyes. Nothing. The

         same dazed expression that Stickley wore.



                                 EDWARD

                   Now this is much better. No pain.

                   Just a little holographic TV to keep

                   your mind off the fact...



         Edward PLANTS an ELECTRODE on his forehead.



                                 EDWARD

                   ...That I'm taking your mind.

                          (professional)

                   Not your thoughts, mind you. Just

                   your neural energy, simply sucking

                   some IQ points as it were.



         A GREEN-BLUE aura forms around Edward's head.



                                 EDWARD

                          (announcer)

                   His intelligence jumps. Ms. Lizard

                   don't know it. The crowd goes wild.

                          (CEO)

                   Boys, I want one of these babies in

                   every home.

                          (Clinton)

                   It's the new information super

                   highway and, pay attention now kids.

                   I'm the on ramp.

                          (ad-man)

                   From their brains to the TV to my

                   brain, with no commercial

                   interruptions!

                          (announcer)

                   There are seven million brains in

                   the Naked City...

                          (menacing)

                   ...and they're all mine!



163      EXT.  MUNICIPAL POLICE COMPLEX - DAY                          
163



         Gothic. Active. Bruce enters the complex.



164      INT.  POLICE COMPLEX - CHASE'S OFFICE                         
164



         Comfortable. Well appointed. Degrees on the walls.



         Chase opens her door to Bruce Wayne.



                                 CHASE

                   Mr. Wayne. Chase Meridian.



         The sparks he felt from her as Batman don't fly.



                                 CHASE

                   How can I help you, Mr. Wayne?



                                 BRUCE

                   Somebody's been sending me love

                   letters. Commissioner Gordon thought

                   you might give me your expert

                   opinion.



         Chase spread the `Riddler' letters before her. Bruce

         TAPS his fingers absentmindedly as he watches her read.



                                 CHASE

                   Psychiatrists make you nervous?



                                 BRUCE

                   Just ones this beautiful.



                                 CHASE

                   The infamous Wayne charm. Does it

                   ever shut off?



                                 BRUCE

                   On occasion. Usually at night.



         Bruce stops tapping, examines books on aberrant behavior.

         The Dark Side. Turns a tiny wicker doll over in his hand.



                                 BRUCE

                   Still play with dolls, Doctor?



                                 CHASE

                   She's a Malaysian dream warden. She

                   stands sentry while you sleep and

                   calms your dreams.

                          (off Bruce's expressions)

                   Need one?



                                 BRUCE

                   Me? No. Only things that need

                   calming in my dreams are the

                   Rockettes.



         Chase holds his eyes a beat. Not buying. But she lets it

         go, looks back over the letters.



                                 CHASE

                   My opinion. This letter writer is a

                   total wacko.



                                 BRUCE

                   Wacko? That a technical term?



                                 CHASE

                   Patient apparently suffers from

                   acute obsessional syndrome with

                   potential homicidal styles. Work

                   better for you?



                                 BRUCE

                   So what you're saying, this guy's a

                   total wacko, right?



                                 CHASE

                          (a slight smile)

                   Exactly.



         He notices batman research on her desk.  Spots a framed

         print hanging on the wall. A bat.



                                 BRUCE

                   You have a thing for bats?



         Chase follows his gaze.



                                 CHASE

                   That's a rorschach, Mr. Wayne.

                   People see what they want to.



         Bruce looks back up. In fact, just an ink blot. Only he

         saw a bat within it's bleeding lines.



                                 CHASE

                   I think the question would be, do

                   you have a thing for bats?



                                 BRUCE

                   So, this Riddler, he's dangerous?



                                 CHASE

                   What do you know about obsession?



                                 BRUCE

                   Not much.



                                 CHASE



                   Obsession is born of fear. Recall a

                   moment of great terror in your life.

                   Say you associate that moment

                   with...

                          (random)

                   ...a bat. The bat's image becomes a

                   cancer of the mind, grows more real

                   than your daily life. Can you

                   imagine something like that?



                                 BRUCE

                   It's a stretch but I'll manage.



                                 CHASE

                   The letter writer is obsessed with

                   you. His only escape may be...



                                 BRUCE

                   To kill me.



                                 CHASE

                   You understand obsession better than

                   you let on.



                                 BRUCE

                   No insights here, doc. Just trying

                   to get comfortable on your couch.

                          (checking his watch)

                   Oops. Times up.



                                 CHASE

                   That's usually my line.



                                 BRUCE

                   Look, I'd love to keep chatting-



                                 CHASE

                   Would you? I'm not so sure.



                                 BRUCE

                   But I'm going to have to get you out

                   of those clothes.



                                 CHASE

                   Excuse me.



                                 BRUCE

                   And into a black dress.



         Bruce throws her startled expression his best smile.



                                 BRUCE

                   Tell me, Doctor, do you like the

                   circus?



         Despite herself, Chase smiles back.



165      A SIGN - CLOSE - Gotham Hospital Charity Circus.



         WIDER



166      EXT.  HIPPODROME - NIGHT                                      
166



         Immense. On the lapping edge of Gotham Harbor.



         Searchlights sweep the sky. FLAGS flutter on the

         Hippodrome's oval roof, Limos spill Gotham's finest. The

         night of the season.



167      INT.  CENTER RING                                             
167



         THE FLYING GRAYSONS -- Mother, Father, and two sons all

         wearing colorful red and green outfits with yellow cape-

         -- race out to greet the crowd. They discard their capes,

         cartwheel to four guywires.



                                 RINGMASTER

                   Ladies and gentlemen. Seventy feet

                   above the ground, performing feats

                   of aerial skill without a net, the

                   Flying Graysons!



         The lights dim. Spots follow each Grayson as hoist cables

         whisk them up to the trapezes and high wire.



168      ON THE TRAPEZE                                                
168



         Dad and Chris Grayson hang by their knees, upside down on

         opposite trapezes.



169      Mom jumps to Chris' hands, hangs in mid-air. Chris swings     
169

         back and forth, building momentum, then sends her to Dad

         in a poetic double somersault.



170      BELOW                                                         
170



         The Hippodrome is packed solid.



171      VIP SECTION                                                   
171



         Bruce and Chase in evening finery take their seats amidst

         a barrage of flashing photographers. The Gotham Society

         matrons crowd for a photo op.



                                 CHASE

                          (off the flashes)

                   I'm surprised you aren't blind by

                   now.



                                 BRUCE

                          (as if he were)

                   I'm sorry. Who are you?



         Chase smiles. The Press and Matrons disappear.



                                 BRUCE

                   Now we can just sit back and watch

                   the show like normal folks.



                                 RINGMASTER (OVER)

                   Tonight's benefit has raised

                   $375,000 for Gotham Children's

                   Hospital. Let's thank our largest

                   single donor: Bruce Wayne.



         SPOTLIGHT finds Bruce and Chase. WILD APPLAUSE.



                                 CHASE

                          (through her smile)

                   Like normal folks.



                                 BRUCE

                          (deadpan)

                   What? This isn't normal?



172                              RINGMASTER                            
172

                   And now Richard, the youngest Flying

                   Grayson, will perform The _Quadruple_

                   Flying Somersault!



173      DICK GRAYSON, handsome, only happy when he is in flight,      
173

         jumps to his father's hands, hangs in air.



174      DICK'S POV - The world flips, dizzying, four times.           
174



175      Chris catches Dick's hands. Shaky. One hand slips free.       
175

         The Crowd GASPS. Dick dangles for an instant.



176      Chris hoists Dick to safety. An uproarious OVATION!           
176



177      CHASE watches Bruce. He's riveted, eyes like a child's.       
177



                                 BRUCE

                   That kid is amazing.



                                 CHASE

                   I don't get you Bruce Wayne.



                                 BRUCE

                   Me? I'm easy. Especially after a

                   couple of martinis.



                                 CHASE

                   The glib, cavalier routine, it

                   really is an act, isn't it?



                                 BRUCE

                   Don't believe it. I'm just skin

                   deep.



         But he holds her eyes and in the smile that passes

         between them, sweet electricity. Maybe something more.



178      THE RINGMASTER stands watching the Graysons feats of          
178

         aerial wonder. Something catches his eye.



179      A GLOVED HAND extends through the curtain leading             
179

         backstage, beckons him with a single finger.



180      THE RINGMASTER - CLOSE. Puzzled. Steps out of the ring.       
180



181      BACK TO BRUCE AND CHASE                                       
181



                                 BRUCE

                   Look, I'm rock climbing Sunday. How

                   about coming along?



                                 CHASE

                   Bruce, much to my surprise, you seem

                   like a really great guy...



                                 BRUCE

                   But...



                                 CHASE

                   Well, I met someone...



                                 BRUCE

                   Fast work. You just moved here.



                                 CHASE

                   You could say he kind of dropped out

                   of the sky and bang-. I think he

                   felt it too.



                                 BRUCE

                   He sure did.



                                 CHASE

                   What?



                                 BRUCE

                          (awkward)

                   I said I'm sure he did.



         Bruce looks towards...



182      CENTER RING                                                   
182



         A TINY CAR, horn HONKING away, ROARS into the middle ring

         and begins dislodging clowns, all tumbling out of the

         cars and over each other.



183      A new Ringmaster steps into the arena. Two-Face.              
183



                                 TWO-FACE

                   Ladies and gentlemen, and I do use

                   the term loosely, your attentions

                   please. Tonight, a new act for your

                   amusement. We call it Massacre Under

                   the Big Top.



184      His thugs slip out of their clown costumes and seal every     
184

         exit.



185      They pull machine guns and start SHOOTING over the            
185

         audience's heads. PANIC. SCREAMS.



186                              TWO-FACE                              
186

                   People, people. Show some grace

                   under pressure. A little decorum,

                   please.

                          (into his mike)

                   _SHUT UP_!!!



187      More machine gun BURSTS as Thugs move into sentry             
187

         positions at each section of bleachers. Folks quiet.



188                              TWO-FACE                              
188

                   If we may direct your attention...



189/90   A Thug trains a spot on a crate hung in the rafters.       
189/90



191                              TWO-FACE                              
191

                   Inside that wooden box: two hundred

                   sticks of TNT.

                          (showing a box)

                   In our hand: a radio detonator.



         Two-Face presses a button.



192      DETONATOR - CLOSE. A digital countdown. 3:00. 2:59. 2:58...   
192





193                              TWO-FACE                              
193

                   You have three minutes.



194                              THE MAYOR                             
194

                   What the hell do you want?



195                              TWO-FACE                              
195

                   Want, Mr. Mayor? Just one little

                   thing. Batman. Bruised. Broken.

                   Bleeding. In a word: dead.



         Two-Face turns, showing his good side.



                                 TWO-FACE

                   Who do we have assembled before us?

                   Gotham's finest. Rich, Influential.

                   Smart. One of you must know who

                   Batman is. Hell, we'd lay odds one

                   of you _is_ Batman.



         Two-Face spins, offers his evil side.



                                 TWO-FACE

                   So, unless the bat is surrendered to

                   us post haste, we're off on a

                   proverbial killing spree. City wide

                   mayhem and murder. Starting tonight.

                   With all you lovely folks as our

                   very first corpses to be. You have

                   three ---well just under three---

                   minutes.



196      BRUCE, his eyes riveted on the bomb. No secret is worth       
196

         innocent lives. He stands.



         Chase, misunderstanding, tries to pull Bruce back down.



         WIDER



         Suddenly everyone jumps up, SHOUT and SCREAM, point

         towards the rafters.



197      REVERSE ANGLE                                                 
197



         The Graysons scale the scaffolding, heading for the bomb.



                                 TWO-FACE

                   Boys! Move, move, move!

                          (a beat)

                   Cannot get good help these days.



198      Any Thugs not standing sentry fan out, speed up guywires.     
198



199                              CHRIS                                 
199

                          (to Dick)

                   Go! We'll hold them off!



         Mom, Dad and Chris swing from trapeze to guywire to

         platform, trying to delay the Thugs who are actually

         well-trained gymnasts.



200      Dick launches himself from trapeze to trapeze, bounces        
200

         off the high wire, grabs a catwalk and hoists himself up.



201      Bruce uses the distraction to hop the rail, race through      
201

         the SCREAMING CROWD.



202      THE TIME - CLOSE. 1:03. 1:02. 1:01.                           
202



203      ON THE TRAPEZE                                                
203



204      A Thug grabs Dad Grayson by the leg. Dad manages a jump       
204

         to another trapeze.



205      Mom's not so lucky. A Thug punches her off the uppermost      
205

         platform. She falls in mid-air.



206      FOLKS in the audience SCREAM.                                 
206



207      BRUCE moves fast towards one of the sentry Thugs.             
207



208      MOM snags a wildly swinging trapeze with one leg, wraps       
208

         her ankle around a rope, hanging over the floor.



209      A THUG points to the Time Clock  0:45. 0:44. 0:43.            
209



210      THE THUGS quit the fight, slide down ropes and guywires.      
210



211      DAD AND CHRIS form a human chain to reach Mom. Dad            
211

         anchors Chris who swings out towards Mom. Mom swings her

         trapeze to gather momentum.



212      IN THE RAFTERS                                                
212



         Dick has reached the Bomb. Begins un-lashing the crate.



213      ON THE CIRCUS FLOOR                                           
213



         The Thugs begin to pour through the trap door. A few

         thrill-seekers fire their MACHINE GUNS over the crowd.



214      THE TIMER - CLOSE. 0:15. 0:14. 0:13.                          
214



215      DICK scales a service ladder, vies with a roof hatch.         
215



216      TRAPEZE - CLOSE                                               
216



         Dan and Chris make their final swing. Mom lets go and

         sails gloriously towards Chris. Below them, no net.



217      BRUCE taps the watching Thug on the shoulder. He spins.       
217



                                 BRUCE

                   Show's over.



         A punch and the guy is out. Bruce starts for Two-Face.

         Another Thug springs up before him, blocking his way.



218      TWO-FACE stares up at the dangling Graysons. He reaches       
218

         into his pocket. Pulls out a familiar coin.



                                 TWO-FACE

                   Day in, day out, it always comes

                   down to the same old question.

                   Life...

                          (flips the coin)

                   Or death.



         He looks down. Scarred side up. He draws his gun.



                                 TWO-FACE

                   Our kinda day.



219      BRUCE fells the other Thug. Starts to sprint across the       
219

         ring towards Two-Face.



220      AT THE ROOF                                                   
220



         Dick shoves the hatch open, climbs out.



221      TIMER - CLOSE. 0:10. 0:09. 0:08.                              
221



222      MOM spots the pointing gun far below. She SCREAMS.            
222



223      BRUCE races for the aiming Two-Face. Almost there.            
223

         Another Thug hits him broadside, knocking him flat.



224      TWO-FACE FIRES. Twice, the first bullet cutting, the          
224

225      second severing the rope that holds the Graysons.             
225



                                 TWO-FACE

                   Never did like the circus. Too many

                   freaks.



226/27   Two-Face disappears down the tunnel. Bruce struggles       
226/27

         to his feet. A CHARGE blows inside the escape hatch,

         filling the access-way with fire. No way out.



228      CLOCK - CLOSE. 0:07. 0:06.                                    
228



229      EXT.  HIPPODROME ROOF - CONTINUOUS - NIGHT                    
229



         Dick scrambles onto the roof, begins whipping the bomb

         rope like a sling.



230      INT.  HIPPODROME - CONTINUOUS - NIGHT                          
230



         CLOCK - CLOSE. 0:05. 0:04. 0:03.



231      EXT.  HIPPODROME ROOF - CONTINUOUS - NIGHT                    
231



         Dick let's fly, the bomb soaring out towards the harbor.



232      THE BOMB hits the water. Sinks. A beat. The night is          
232

         split by a funneling EXPLOSION.



233      INT.  HIPPODROME - NIGHT                                      
233



         Dick swings excitedly down onto the catwalk. He freezes

         at the rail.



                                 DICK

                   No!!!!



         DICK - CLOSE. On his face, his life's end.



234      DICK'S POV -- STRAIGHT DOWN                                   
234



         The dead bodies of his mother, father and brother. Bruce

         Wayne stands over them, looking up at the boy.



235      BRUCE - CLOSE. His face a tragic echo of Dick's pain.         
235



236      EXT.  - WAYNE MANOR - NEXT AFTERNOON                          
236



         A police car heads towards the manor. Dick Grayson, pack

         on his back, winds his motorcycle behind the cruiser.



         Bruce comes out to greet Gordon. Dick, slightly

         awestruck, dismounts, wanders into the house.



                                 GORDON

                   It's good of you to take him in.

                   He's been filling out forms all day.

                   He hasn't even eaten.



         Bruce nods, watches Gordon drive off. Heads into...



237      INT.  WAYNE MANOR FOYER - LATE DAY                            
237



         As Bruce ENTERS through the open door, Alfred arrives

         from the other direction.



                                 ALFRED

                   Welcome, Master Grayson. I'm Alfred.



                                 DICK

                   How ya doin', Al?



                                 ALFRED

                          (mouthing)

                   Al?



                                 DICK

                          (to Bruce)

                   Big house. How many rooms?



                                 BRUCE

                   Gee, I'm not sure.

                          (across the foyer)

                   Alfred? How many rooms? Total?



                                 ALFRED

                   Ninety-three, including the sauna.



                                 BRUCE

                   Take any three you like. After you

                   get settled we can...



238/39   But Dick isn't listening, stares instead over              
238/39

         Bruce's shoulder as Gordon's cruiser disappears out of

         sight.



                                 DICK

                   Okay. I'm outta here.



                                 BRUCE

                   Excuse me.



                                 DICK

                   I figure telling that cop I'd stay

                   here saved me a truckload of social

                   service interviews and good will. So

                   no offense but thanks. See ya.



         Dick heads toward the door. Alfred slips away.



                                 BRUCE

                   Where will you go? The circus is

                   halfway to Metropolis by now.



                                 DICK

                   I got no place at the circus without

                   my family. I'm going to get a fix on

                   Two-Face. Then I'm going to kill

                   him.



                                 BRUCE

                   Listen, Dick. Killing Two-Face won't

                   take the pain away. It'll make it

                   worse.



                                 DICK

                   Look, spare me the sermons, okay.

                   You're just some rich guy who is

                   trying to do a good deed. You don't

                   even know me.



         Bruce stares beyond Dick, into his own past.



                                 BRUCE

                   It's not just the sadness. Is it?

                   The shame is worse. Feeling like

                   somehow you should have saved them.



         Dick is looking at Bruce now.



                                 BRUCE

                   You're right. I don't know you. But

                   I'm like you.



         Just then Alfred returns with a tray. Rare London broil.

         Baby potatoes. Fresh greens. An aromatic feast.



                                 ALFRED

                   Oh, is the young master leaving?

                   Pity. I'll just toss this away then.

                   Perhaps the dogs are hungry -



         Alfred turns, heads up the stairs.



                                 ALFRED

                   I'll set this up in the guest suite.

                   Just in case.



         Dick follows, led by his nose.



         Bruce smiles, nods slowly, heads into...



240      INT.  - WAYNE LIBRARY                                         
240



         Bruce touches a vase of fresh roses. Stares at framed

         photos of Thomas, Martha, of himself, younger. Happy.

         With no knowledge of the future.



241      He turns. Suddenly their coffins are in the middle of the     
241

         room again, the still corpses white in death. He's a

         boy.



         There on the desk. A leather bound book. (OVER) THUNDER

         CRACKS.



242      THE FRONT DOOR flies open. An evil wind whips the house.      
242



243      THE BOOK is splattered with blood.                            
243



244      THE WINDOW explodes, shattering glass, and out of the         
244

         darkness flies a huge, evil bat.



                                 ALFRED (OVER)

                   Master Bruce?



245      Bruce is sitting in a chair, holding a rose, head down,       
245

         the images only flashes of memory. Night has fallen. He

         looks up, eyes. red.



                                 BRUCE

                   It's happening again. Just like my

                   parents. A monster comes out of the

                   night. A scream. Two gunshots. I

                   killed them.



                                 ALFRED

                   What did you say?



                                 BRUCE

                   He killed them. Two-Face. He

                   slaughtered that boy's parents.



                                 ALFRED

                   No. You said I. I killed them.



                                 BRUCE

                   Don't be ridiculous.



         Suddenly a pale light through the window illuminates the

         room, bathes their faces.



246      THE BATSIGNAL beams in the sky.                               
246



247      INT.  GUEST (DICK'S) BEDROOM                                  
247



         Dick Grayson finishes eating. He moves into the



248      HALLWAY                                                       
248



         the house seems empty.



                                 DICK

                   Hey?..  Hello?... Anybody home?



         He's puzzled.



249      EXT.  GOTHAM CITY STREET - NIGHT                              
249



         Batman speeds along in the Batmobile. He hits top speed

         as the car's fusion drive glows red.



250      A giant projector, beaming the Batsignal on the fast

         night clouds. Batman leaps from a neighboring roof to

         find no one. Just the huge light and the city wind.



                                 BATMAN

                   Commissioner...?



         A shadow appears from behind the searchlight. Chase.



                                 CHASE

                   He's home. I sent the signal.



                                 BATMAN

                   What's wrong?



                                 CHASE

                   Last night at the circus. I noticed

                   something about Dent. His coin. He's

                   obsessed with justice. It's his

                   Achilles' heel. It can be exploited.



         He steps close to her. Intimidating.



                                 BATMAN

                   You called me here for this? The

                   Batsignal is not a beeper.



         Instead of backing off, Chase moves towards him.



                                 CHASE

                   I wish I could say my interest in

                   you was purely professional...



                                 BATMAN

                   Are you trying to get under my cape,

                   Doctor?



                                 CHASE

                   A girl cannot live by psychoses

                   alone.



                                 BATMAN

                   It's the car, right? Chicks love the

                   car.



                                 CHASE

                   What is it about the wrong kind of

                   man? In grade school it was guys

                   with earrings. College, motorcycles

                   and leather jackets.



         Chase is right up against him. She runs her fingers along

         the outline of Batman's mask.



                                 CHASE

                   Now black rubber.



                                 BATMAN

                   Try a fireman. Less to take off.



                                 CHASE

                   I don't mind the work. Pity I can't

                   see behind the mask.



         Batman stills her hand.



                                 BATMAN

                   We all wear masks.



                                 CHASE

                   My life's an open book. You read?



                                 BATMAN

                   I'm not the kind of guy who blends

                   in at a family picnic.



                                 CHASE

                   We could give it a try. I'll bring

                   the wine, you bring the scarred

                   psyche.



                                 BATMAN

                   You are direct, aren't you?



                                 CHASE

                   You like strong women. I've done my

                   homework. Or do I need skin-tight

                   vinyl and a whip?



         Their bodies are close.



                                 BATMAN

                   I haven't had much luck with

                   women...



                                 CHASE

                   Maybe you just haven't met the right

                   woman...



         Their mouths are close. Suddenly Commissioner Gordon,

         trench-coat over pajamas, rushes onto the roof.



                                 GORDON

                   I saw the beacon. What's going on?



                                 BATMAN

                   Nothing... False alarm.



251      Batman shoots a Batarang into the night and dives from        
251

         the building.



                                 CHASE

                   Are you sure?



252      EXT.  SEEDY PART OF TOWN - DAY                                
252



         SIRENS WHINE as two cruisers fly down a pot-holed street.



253      ANGLE ON - A bridge structure.                                
253



254      INT.  TWO-FACE'S HIDEOUT - DAY                                
254



         The room is dark. POLICE SIRENS FADE as a trap door opens

         in the floor. Two-Face emerges.



                                 TWO-FACE

                   Ever have one of those days where

                   you just want to kill someone?



                                 VOICE IN THE DARK

                   Riddle me this. (Riddle #3)



         REVERSE ANGLE



         A mysterious silhouette stands in the dark.



         Two-Face draws his gun.



                                 VOICE IN THE DARK

                   The answer is, your enemy.



                                 TWO-FACE

                   Who are you?



                                 VOICE IN THE DARK

                   You can just call me... The Riddler.



         The figure steps out of shadow. A new costume, lime

         green, covered with question marks, an emerald eye mask,

         derby and cane. An exact replica of the Guesser's outfit.



                                 TWO-FACE

                   How'd you find us?



                                 RIDDLER

                   You _are_ Two-Face, you would need to

                   face both rivers, both uptown and

                   downtown simultaneously. Only one

                   spot in Gotham serves these bi-

                   zonal, bi-coastal needs...



                                 TWO-FACE

                   Congratulations. You get to die on

                   the dean's list.



         Two-Face trains his gun, COCKS the trigger.



                                 RIDDLER

                   Has anyone ever told you have a

                   serious impulse control problem?

                          (looking around)

                   You know, I simply love what you've

                   done with this place. Heavy Metal

                   with just a touch of House and

                   Garden.



         He crosses to Leatherland.



                                 RIDDLER

                   It's so dark and Gothic and

                   disgustingly decadent...



         He moves to Laceland.



                                 RIDDLER

                   Yet so bright and chipper and

                   conservative!

                          (to "bad" side)

                   It's so you.

                          ("good" side)

                   And yet so _you_!

                          (touching his suit)

                   Very few people are both a summer

                   _and_ a winter. But you pull it off

                   nicely.



                                 TWO-FACE

                   A man with a death wish.



                                 RIDDLER

                   Harvey. You need me. Since you've

                   gotten out of Arkham, you've

                   managed, what? To bungle stealing a

                   safe? Wreck a statue? And, correct

                   me if I'm wrong here, but weren't

                   you outsmarted by an acned acrobat

                   at the circus?



                                 TWO-FACE

                   Let's see if you bleed green.



         Two-Face COCKS back the hammer.



                                 RIDDLER

                   Alright, counselor. Go ahead. Fire

                   away. But before you do, let me ask

                   you one question. Is it really me

                   you want to kill?



         The Riddler knits his thumbs together, waves his hands

         over one of the exposed light bulbs that illuminate the

         room, making a shadow on the wall. The shadow of a bat.



                                 RIDDLER

                   Do you know about hate, my dual

                   visaged friend? Slow, burning hate

                   that keeps you sleepless until late

                   in the night, that wakes you before

                   dawn. Do you know that kind of hate?

                   I do.

                          (circling Harvey)

                   Kill him? Seems like a good enough

                   idea. But have you thought it

                   through? A few bullets, a quick

                   spray of blood, a fast, thrilling

                   rush, and then what? Wet hands and

                   post-coital depression. Is it really

                   enough?

                          (up close)

                   Why not ruin him first? Expose his

                   frailty. And then, when he is at his

                   weakest, crush him in your hand.



255      Riddler gestures to the front of the room, where Leather      
255

         and Lace, on their respective sides, are fixed to their

         TV's via the green beam of the box.



         He tosses a receiver electrode to Two-Face.



                                 RIDDLER

                   ...Take a hit.



         Two-Face looks at the electrode curiously.



                                 RIDDLER

                          (taps his forehead)

                   Up, up, up.



         A beat. Then, gun still trained on the Riddler, Two-Face

         holds the receiver to his skull. He's blasted with a dose

         of Leather and Lace's neural energy.



                                 TWO-FACE

                   Holy shit.



                                 RIDDLER

                   So not everyone can be a poet.

                   Still, I respect the sentiment.



         Riddler waves his hand in front of the girls' eyes. No

         response. Definitely zoned.



                                 RIDDLER

                          (to the girls)

                   This is your brain on the box.

                          (off Harvey)

                   This is your brain on their brain.



         He plants an electrode on his own forehead.



                                 RIDDLER

                   This is my brain on your brain on

                   their brain. Does anybody else feel

                   like a fried egg?



         The Riddler grabs Two-Face's receiver.



                                 TWO-FACE

                   No.  Wait...



                                 RIDDLER

                   Addictive isn't it? Just Say No.

                   Until I say yes. A little fringe

                   benefit of working with me. Now

                   here's the concept, counselor.

                   Crime. My I.Q., your AK-47. You help

                   me gather production capital so I

                   can produce enough of these

                          (pulling a Box from his vest)

                   to create an empire that will

                   eclipse Bruce Wayne's forever. And,

                   in return I will help you solve the

                   greatest riddle of all. Who is

                   Batman?



         Two-Face eyes The Riddler, interest dawning in his eyes.



                                 TWO-FACE

                   You are a very strange person. You

                   speak as if we are old friends,

                   which we are not. You barge in here

                   unarmed when it is clearly suicidal

                   to do so. Still, an intriguing

                   proposition.

                          (pulling his coin)

                   Heads: we take your offer.



         He rests the barrel on The Riddler's temple.



                                 TWO-FACE

                   Tails: we blow your _goddamned head

                   off_!



256      FOLLOW THE COIN                                               
256



         as Two-Face FLIPS it high in the air... SPINNING...



257      INT.  JEWELRY EXCHANGE                                        
257



         Thugs grab handfuls of gems as a Guard presses the ALARM

         BUTTON. LOONY TOONS and MERRIE MELODIES THEMES play as

         Riddler's animated face fills the surveillance screens.



         WIDER



         The Riddler and Two-Face stand over a palette of black

         jeweler's felt. Littered with bright, sparkling diamonds.



         The Riddler slips on a monocle, lifts a stone.



         Two-Face grabs the entire palette, pours the diamonds

         into a loot bag, heads towards another counter.



258      INT.  BATMOBILE - MOVING                                      
258



         WINDSCREEN - CLOSE. A flashing message: Crime In Progress.



259      An ever changing tactical map shows Batman's narrowing        
259

         proximity to the crime site.



260      EXT.  STREET                                                  
260



         The Batmobile rushes to a halt. Batman leaps out, SMASHES

         through a door into...



261      INT.  BEAUTY SALON                                            
261



         ...Girls LAUGH and flirt. Even behind his mask, Batman

         fumes. Obviously misled.



262      INT.  WAYNE MANOR - BRUCE'S BEDROOM - DAY                     
262



         Bruce sits watching the news.



                                 ANCHOR

                   ...working with Two-Face, Gotham's

                   new criminal mastermind is calling

                   himself The Riddler.  Twenty million

                   in diamonds were stolen yesterday

                   with no sign of Batman.



263      SCREEN - CLOSE. Changes. Edward stands on the Claw Island.    
263

         A small abandoned island in Gotham Harbor.



                                 ANCHOR

                   In other news, entrepreneur Edward

                   Nygma has signed a lease for Claw

                   Island. Nygma says he plans to break

                   ground on an electronics plant....



264      EXT.  ARMORED TRUCK BASE                                      
264



         Armored trucks sit open on the street. Two-toned thugs

         carry out bags of loot.



         Two-Face and the Riddler stand before four guards, each

         sentry held captive by a two-toned crony.



                                 TWO-FACE

                   Close your fist. Reach back.



         Two-Face swings, clocks the guard on the chin. CRACK. Out

         like a light.



                                 TWO-FACE

                   Get it?



         Riddler nods tentatively. Manages a weak fist. Throws a

         feeble punch. The Guard looks barely startled.



                                 TWO-FACE

                   Riddler. You punch like a girl. Put

                   some heart into it.



         Two-Face hauls off, hits the third Guard. Out he goes.



                                 RIDDLER

                   Okay. Okay. I got it.



         He leans way back, tries again. Barely a glancing blow.



                                 TWO-FACE

                   My God.



         He walks away, shaking his head, disgusted. The Riddler

         turns back to the guard. Ready for another try.



265      INT.  WAYNE MANOR - HALLWAY                                   
265



266      NEWSPAPER - CLOSE. RIDDLER & TWO-FACE TERRORIZE GOTHAM.       
266



         PULL BACK TO REVEAL



         Alfred, newspaper in hand, finds Dick trying to open the

         door which leads to the Bat Cave.



                                 ALFRED

                   May I help you, Master Grayson?



                                 DICK

                   How come this is the only locked

                   door around this museum? What's back

                   there?



                                 ALFRED

                   Master Wayne's dead wives.



         Dick grins. Alfred watches him go, a wry smile on his

         face. The coast now clear, he disappears into the secret

         doorway.



267      WIDER                                                         
267



         Dick stands hidden in an alcove, watching.



268      EXT.  CLAW ISLAND - DAY                                       
268



         Tremendous construction in progress.



269      INT.  CLAW ISLAND                                             
269



         Silhouettes of robot arms manufacture the Box.



         Edward watches on, giving Two-Face a quick hit from a

         glowing electrode, then snatches back the receiver.



         Harvey eyes the electrode with an addict's hungry eyes.



270      EXT.  GOTHAM LOADING DOCK                                     
270



         Two-Face and Thugs steal priceless paintings while the

         Guards sit bound and gagged in their booth.



         Riddler stares up at a freshly spray-painted (RIDDLE #4)

         on the boat's hull.



271      INT.  WAYNE MANOR - LAUNDRY ROOM                              
271



         Dick stands watching TV while he washes and dries his

         clothes using martial arts techniques.



272                              VONDELLE (ON SCREEN)                  
272

                   Has Batman lost his touch? We've

                   become a city of sissies crying

                   Batman, Batman, Batman at the first

                   sign of trouble.



273      INT.  GOTHAM OPERA - NIGHT                                    
273



         The Barber of Seville is in full swing. As the bejewelled

         audience watches, the translation is being spelled out

         for them on a large electronic screen over the stage.



274      BACKSTAGE                                                     
274



         Green gloved hands attach a Box to the translator.



275      AUDIENCE                                                      
275



         The familiar green beam of The Box transfixes the

         audience and the performers. Two-Face and his Thugs take

         the balcony in protective green sunglasses, strip folks

         of their cash and jewels.



276      The Riddler stands on stage.                                  
276



                                 RIDDLER

                   I just love a captive audience.



         He picks up the ARIA A-CAPELLA, races through the stunned

         orchestra, collecting valuables.



         As he goes, he moves the mouths of his victims, turning

         the robbery into an opera of his own.



                                 RIDDLER

                          (singing)

                   Oh, but all I want is to take all

                   your jewels oh oh.

                          (moving a woman's mouth)

                   No, oh you villain don't take my

                   jewels, oh no.

                          (singing back)

                   I will.

                          (a man's mouth)

                   No you won't.

                          (singing)

                   I will.

                          (another man)

                   No you won't.



277      Still SINGING, he leaps back onto the stage where Harvey      
277

         and his Thugs arrive, bags full of loot. Riddler plays

         tiny hidden buttons in his cane, directing Batman.



                                 TWO-FACE

                   Where are you sending Batboy this time?



                                 RIDDLER

                   Here. Get a good seat.



278      OUT THE WINDOW                                                
278



         The Batmobile makes a quick stop before the opera house.



279      Riddler, Two-Face and Thugs disappear just as...



         BATMAN



         drops to the Stage from the ceiling. He looks around at

         the stunned audience.



         He spots a small box with a question mark on it sitting

         center stage. Lifts the top. Within, a pair of plastic

         hands applaud him.



280      THE TRANSLATOR - CLOSE. Vaporizes, the beam snapping off.     
280



281      THE AUDIENCE                                                  
281



         startled by Batman's sudden appearance on stage, starts

         LAUGHING. Until someone notices her tiara is missing. A

         SCREAM. The first of many.



282      EXT.  GOTHAM TIMES BUILDING - NIGHT                           
282



         Electronic headlines circles- BAT FLOPS AT OPERA. RIDDLER

         AND TWO-FACE STEAL MILLIONS.



283      EXT.  NYGMATECH HEADQUARTERS - CLAW ISLAND - DAY              
283



         Finally complete. In the b.g. a giant corporate sign

         reading NYGMATECH is raised by cranes.



         Edward Nygma, dressed like Bruce Wayne to the smallest

         detail, stands on a podium, giving a press conference.



         Scores of APPLAUDING Employees and Media watch on. The

         Gotham Society Matrons COO.



                                 EDWARD (OVER)

                   Why sit back when you can be part of

                   the show?



284      QUICK CUTS OF NEWSPAPERS                                      
284



                                 EDWARD (OVER)

                   ...Nygmatech brings the joy 3-D

                   entertainment into your own home.



285      CUTS OF MAGAZINES all proclaiming Edward as the new King      
285

         of Electronics in Gotham City.



                                 EDWARD

                   Ladies and gentlemen. Let me tell

                   you my vision for the future. "The

                   Box" in every home in America. And

                   one day, the world.



286      EXT.  GOTHAM CITY - MONTAGE                                   
286



         A tenemen