Media/Movie Scripts/Other/Batman Begins (2005)

     BATMAN BEGINS
          
              
                                Written by

                                David Goyer


                                Thanks to

                   UBU, faithful servant of Ra's Al Ghul



          
          
          FOR EDUCATIONAL PURPOSES ONLY
          
          
          BLACK. A low KEENING which becomes SCREECHING that BUILDS
          and BUILDS until-
          
          RED flickers through black as the screen BURSTS into life:
          
          Clouds of REELING BATS silhouetted against a blood red sky,
          bolting away from camera, MASSING in the sky... FORMING a
          density the shape of an enormous BAT-LIKE SYMBOL.
          
          More BATS mass, swamping the symbol, DARKENING the screen to-
          
          BLACK.    Distant children's LAUGHTER which comes closer as-
          
          SUNLIGHT flickers through black.            Sunlight through trees
          running through a SUMMER GARDEN.            A BOY. Chasing a GIRL.
          
          The Boy reaches a Victorian GREENHOUSE. Stands in the doorway
          catching his breath. This is Bruce Wayne, aged 8, and we
          are-
          
          EXT. GARDENS, WAYNE MANOR -- DAY
          
          YOUNG BRUCE peers down rows of plants on long trestle tables.
          
                                        YOUNG BRUCE
                       Rachel?
          
          No response. Sunlight streams through wrought iron and glass.
          Young Bruce advances, cautious. He is GRABBED from behind
          and pulled under a table by a young girl, aged 10. This is
          RACHEL. She puts her hand over Young Bruce's mouth.
          
                                        FEMALE VOICE (O.S.)
                       Rachel?!       Master Bruce?!
          
          A woman STRIDES past the windows: MRS.DODSON, Rachel's mother,
          housekeeper of Wayne Manor.
          
                                   YOUNG BRUCE
                           (whispering)
                       What're you doing?!
          
                                   RACHEL
                           (matter-of-fact)
                       Kidnapping you. They'' pay a lot
                       for precious Brucie.
          
          Young Bruce stares, wide-eyed. She SMILES. He relaxes.
          Young Bruce BOLTS out from under the trestle table - SPRINTS
          for the back door. Rachel TEARS after him.
          
          EXT. DISUSED KITCHEN GARDEN, WAYNE MANOR -- CONTINUOUS
          
          Young Bruce crouches in the mouth of a DISUSED WELL, peering
          over the stone wall at Rachel, who searches for him.
          
                                                                     2.
          
                                RACHEL
                    Bruce, I can see you.
          
          Young Bruce suppresses a giggle- the BOARDS beneath him GIVE
          WAY and he PLUMMETS into...
          
          INT. OLD WELL -- CONTINUOUS
          
          Young Bruce DROPS thirty feet- LANDS painfully on the rubble
          strewn bottom of the shaft.
          
          EXT. KITCHEN GARDEN, WAYNE MANOR -- CONTINUOUS
          
          Rachel, hearing, RUNS to the well.
          
                                   RACHEL
                    BRUCE?!!
          
          INT. OLD WELL -- CONTINUOUS
          
          Young Bruce lifts his head from damp dirt and rocks, groaning.
          
          EXT. KITCHEN GARDEN, WAYNE MANOR -- CONTINUOUS
          
          Rachel SPRINTS towards the house.
          
                                 RACHEL
                    MOM!!   MISTER ALFRED!!
          
          INT. OLD WELL -- CONTINUOUS
          
          Young Bruce, in shock, groans. He hears SQUEALING- freezes,
          PEERING into the DARKNESS of an OPENING between rocks...
          
          BATS EXPLODE from the darkness, filling the air. HE SCREAMS-
          CURLS against their flapping, squawking, fluttering BLACKNESS.
          
          A JOLT: OLDER GREEN EYES FLICK OPEN, WAKING... in DARKNESS.
          Filthy, sweating darkness... and we are in-
          
          INT. BHUTANESE JAIL -- MORNING
          
          The yes belong to a bearded, weathered, young man's face.
          BRUCE WAYNE aged 28. An OLD ASIAN MAN sits staring at him.
          
                                   OLD MAN
                    A dream?
          
                                   WAYNE
                    A nightmare.
          
                                OLD MAN
                    Worse than this?
          
          Their cell is a tin box. Light seeps through gaps in the
          roof. Shouts ECHO. Wayne shrugs.
          
                                                                        3.
          
          EXT. PRISON COURTYARD -- LATER
          
          Wayne and the Old Man line up for gruel. PRISONERS are
          scattered in small groups. All eyes on Wayne.
          
                                OLD MAN
                    They are going to fight you.
          
                                WAYNE
                    I fought them yesterday.
          
                                OLD MAN
                    They will fight you every day.       Until
                    they kill you.
          
          Wayne holds out his plate.       Watches gruel dribbled onto it.
          
                                WAYNE
                    Can't they kill me before breakfast?
          
          Wayne turns from the table. His path is blocked by an
          ENORMOUS MAN, backed by six aggressive prisoners. The
          Enormous Man SMASHES his plate away.
          
                                ENORMOUS MAN
                        (broken English)
                    You are in hell, little man...
          
          He PUNCHES Wayne- Wayne goes down hard.
          
                                ENORMOUS MAN (CONT'D)
                    ...and I am the devil.
          
          Wayne picks himself up.    Dust himself off.
          
                                WAYNE
                    You're not the devil...
          
          The Enormous Man SWINGS again- Wayne CATCHES his fist, KICKS
          the big man's knee out an, as he goes down, BOOTS his face.
          
                                WAYNE (CONT'D)
                    ...you're practice.
          
          Six Prisoners RUSH Wayne all at once... Wayne fights
          skillfully and hard, FLIPPING one prisoner into another,
          KICKING as his arms are held... several Prisoners hit the
          deck before- GUNFIRE- two GUARDS break it up, shooting into
          the air... they GRAB Wayne.
          
                                   GUARD
                    Solitary!
          
                                   WAYNE
                           (indignant)
                    Why?
          
                                                                   4.
          
                                GUARD
                    For protection.
          
                                WAYNE
                    I don't need protection.
          
          The Guard points angrily at the unconscious prisoners.
          
                                GUARD
                    Protection for them.
          
          INT. SOLITARY, BHUTANESE JAIL -- MOMENTS LATER
          
          Wayne is tossed into the dank cell.    The door SLAMS.
          
                                VOICE (O.S.)
                    I often wonder at the riches to be
                    found in dark places.
          
          The voice is mellifluous. European. It comes from the
          shadows of a deep corner of the cell.
          
                                WAYNE
                    I thought the point of solitary
                    confinement was the solitary part.
          
          Wayne can make out the profile of a MAN seated in the corner.
          
                                MAN
                    These men have mistaken you for a
                    criminal, Mr.Wayne...
          
          Wayne reacts to his name. The Man steps into the light:
          powerfully-built, distinguished, in a well-cut SUIT AND TIE.
          
                                   WAYNE
                    Who are you?
          
                                MAN
                    My name is merely Ducard. But I
                    speak for Ra's Al Ghul. Have you
                    heard the name?
          
                                WAYNE
                    I've heard the legends...master
                    warrior, international mercenary,
                    feared by the all the underworld...
                    some even swear he's immortal.
          
                                 DUCARD
                        (smiles)
                    Ra's Al Ghul uses theatricality and
                    deception as powerful weapons.
          
          Ducard approaches Wayne.    Looks deep into his eyes.
          
                                                                      5.
          
                                 DUCARD (CONT'D)
                     You have not escaped his notice- a
                     man like you is here by choice... or
                     because he is truly lost.
          
          Wayne's eyes flick away from Ducard's penetrating gaze.
          
                                 DUCARD (CONT'D)
                     Ra's Al Ghul and his League of Shadows
                     offer a path to those that are capable
                     of upholding our code.
          
                                   WAYNE
                     Code?    Aren't you criminals?
          
                                 DUCARD
                     A criminal is simply a man that
                     someone else thinks...
                         (gestures around them)
                     ...should be put in jail.
          
          Wayne nods, conceding the point.
          
                                 DUCARD (CONT'D)
                     This world is run by tyrants and
                     corrupt bureaucrats. Our code
                     respects only the natural order of
                     things- we're not bound by their
                     hypocrisy. Are you?
          
          Ducard moves to the door.    Knocks.   It is opened by a guard.
          
                                 DUCARD (CONT'D)
                     There is a rare flower- a blue double-
                     bloomed poppy- that grows on the
                     Eastern slopes. Tomorrow you will
                     be released. Pick one of the flowers.
                     If you can carry it to the top of
                     the mountain, you may find what you
                     are looking for.
          
                                 WAYNE
                     And what am I looking for?
          
          Ducard looks at Wayne with a glint in his eye.
          
                                   DUCARD
                     Purpose.
          
          The door slams shut leaving Wayne in DARKNESS...
          
          INT. BOTTOM OF THE OLD WELL -- DAY (WAYNE'S MEMORY)
          
          Silence.   Young Bruce lies there, exhausted, weeping softly.
          
                                   MALE VOICE (O.S.)
                     Bruce?
          
                                                                      6.
          
          Young Bruce looks up: a FIGURE, long coat billowing, is
          lowered down the shaft... THOMAS WAYNE, Young Bruce's father.
          
          EXT. GARDENS, WAYNE MANOR -- MOMENTS LATER
          
          Thomas carries his son towards the house. At his side, a 50-
          year-old man in a somber suit calmly coils a rope: ALFRED.
          
                                ALFRED
                    Will we be needing an ambulance,
                    Master Wayne?
          
                                THOMAS
                    We have everything I need to set the
                    bone. I'll take him for x-rays later.
          
                                ALFRED
                    Very good, sir.
          
          They pass a tearful Rachel standing with her mother.
          
          INT. HALL, WAYNE MANOR -- CONTINUOUS
          
          Thomas carries Bruce up the main stairs. The house is vast
          and grand, but full of flowers and life. Bruce's Mother
          (MARTHA) appears at the landing, distraught.
          
                                THOMAS
                        (reassuring)
                    He'll be fine.
          
          INT. BRUCE'S BEDROOM, WAYNE MANOR -- LATER
          
          Alfred moves to the bedside.   Looks down at Young Bruce.
          
                                ALFRED
                    Took quite a fall, didn't we?
          
          Young Bruce looks up at Alfred.   Manages a slight smile.
          
                                ALFRED (CONT'D)
                    And why do we fall, Master Bruce?
          
          Alfred reaches up to the curtains.   Young Bruce says nothing.
          
                                ALFRED (CONT'D)
                    So that we might better learn to
                    pick ourselves up.
          
          Alfred smiles gently.   PULLS the curtains shut, and we-
          
                                                                  CUT TO:
          
          An exquisite double-bloomed BLUE POPPY... and we are-
          
                                                                       7.
          
          EXT. HIMALAYAN FOOTHILLS -- DAY
          
          A field of the blue poppies. Wayne approaches. Picks one.
          Studies its brilliant blue in the cold sunshine.
          
          EXT. TINY HAMLET, HIMALAYAS -- DAY
          
          Wayne, exhausted, freezing, hungry, wanders up the street.
          As locals see him they head inside. DOORS SLAMMED, BOLTED.
          
                                CHILD (O.S.)
                    No one will help you.
          
          Wayne turns to find a YOUNG CHILD STARING at him. The Child
          POINTS at the blue flower pinned to Wayne's chest. An OLD
          MAN appears at the Child's side.
          
                                   WAYNE
                        (weak)
                    I need food.
          
                                OLD MAN
                    Then turn back.
          
          Wayne looks at the Old Man.      Then carries on up the mountain.
          
          EXT. MOUNTAIN -- DAY
          
          Wayne, struggles through DRIVING SNOW up an ICY RIDGE...
          
          He clears the ridge, FLOPS down into the snow, Painfully
          raises his scarf-wrapped face to the cutting wind to see a
          MONASTERY perched on jagged rock.
          
          EXT. HIMALAYAN FORTIFIED MONASTERY -- DAY
          
          Wayne climbs up the steps to the VAST DOORS of the monastery.
          Unwraps a severely FROSTBITTEN FIST. POUNDS against the ice-
          covered wood, knocks ECHOING deep within.
          
          Nothing. Wayne lowers his forehead to the door, shoulders
          wracked by SOBS, pounding accelerating to a FRENZY.
          
          A GRINDING noise from within. Wayne STOPS, straightens.
          The doors SWING OPEN to DARKNESS...
          
          INT. GREAT HALL, MONASTERY -- CONTINUOUS
          
          Wayne shuffles forward into a low-ceilinged wooden hall lit
          by flickering lamps. Hands trembling, Wayne pulls at brittle
          scarves. He STARTS as the doors THUD shut behind him.
          
          At the far end, on a raised platform, sits a dark robbed
          figure; RA'S AL GHUL. Wayne moves unsteadily towards him...
          
                                                                        8.
          
                                 WAYNE
                        (hoarse)
                    Ra's Al Ghul?
          
          ARMED WARRIORS of various races emerge from the SHADOWS:
          BOWS taut, SWORDS drawn... NINJAS. Wayne freezes.
          
                                   DUCARD (O.S.)
                    Wait.
          
          The Warriors hold. Wayne looks at the source of the command:
          Ducard leans against a nearby pillar.
          
          Wayne reaches into his layers of clothing. Pulls out the
          DOUBLE-BLOOMED BLUE POPPY. Holds it out, shaking.
          
          Ra's Al Ghul starts to speak in Urdu.    Ducard TRANSLATES.
          
                                DUCARD (CONT'D)
                    Fear has been your guide. But now
                    you must advance or fear will keep
                    you on your knees. We will help you
                    conquer your fear. In exchange you
                    will renounce the cities of man.
                    You will live in solitude. You will
                    be a member of the Leagues of Shadows.
                    And you will be without fear.
          
          Ducard takes the flower.    Considers its delicate blue petals.
          
                                DUCARD (CONT'D)
                    Are you ready to begin?
          
          Ducard threads the flower through the buttonhole of his lapel.
          Wayne looks at Ducard, shaking with hunger and fatigue.
          
                                 WAYNE
                    Ready?   I... I can barely-
          
          Ducard KICKS him- Wayne Crashes to the floor.
          
                                DUCARD
                    Death does not wait for you to be
                    ready...
          
          Wayne crawls, gasping.    Ducard STRIKES him in the ribs.
          
                                DUCARD (CONT'D)
                    Death is not considerate, or fair.
                    And make no mistake- today, death is
                    your opponent.
          
          Ducard turns- WHIPS his leg in a fearsome roundhouse KICK
          aimed straight at Wayne's NECK-
          
          -but Wayne BLOCKS the kick with a lateral movement of his
          forearm. He stares at Ducard, eyes BLAZING. Ducard SMILES.
          
                                                                    9.
          
          Wayne RISES. Assumes a martial STANCE. Ducard STRIKES-
          Wayne BLOCKS and PARRIES, driving his body through pain into
          a series of FLUID, SKILLED moves...
          
                                 DUCARD (CONT'D)
                    Tiger Crane... Ju Jitsu...
                        (smiles)
                    Skilled. But this is not a dance-
          
          Ducard GRAPPLES Wayne, BRAWLING, BITING, ENERGIZED, MESSY...
          
                                DUCARD (CONT'D)
                    Facing death you learn the truth...
          
          Ducard's head smashes Wayne's cheek- Wayne FALTERS-
          
                                DUCARD (CONT'D)
                    You are weak...
          
          Ducard SMASHES him in the groin.
          
                                DUCARD (CONT'D)
                    You are alone...
          
          Ducard SLAMS Wayne's chin, sends him DOWN HARD.
          
                                DUCARD (CONT'D)
                    And you are afraid...
          
          Ducard crouches at Wayne's side.   Looks into his glazed eyes.
          
                                DUCARD (CONT'D)
                        (curious)
                    But not of me.
          
          Ducard pulls the flower from his lapel. Leans in close to
          replace it on Wayne's chest, his lips at Wayne's ear...
          
                                DUCARD (CONT'D)
                    Tell us, Wayne...
          
          VIOLENT FLAPPING, SCREECHING BLACK RATS- swarming, chittering-
          
                                DUCARD (V.O.) (CONT'D)
                        (whispers)
                    What do you fear?
          
          Young Bruce's eyes OPEN, and we are-
          
          INT. BRUCE'S BEDROOM, WAYNE MANOR -- DAWN (WAYNE'S MEMORY)
          
          Young Bruce, breathing hard. Light cuts across the
          bedclothes. He looks to the door. Thomas is there.
          
                                 THOMAS
                        (gentle)
                    The bats again?
          
                                                                       10.
          
          Young Bruce nods.    Thomas approaches.   Sits on the bed.
          
                                THOMAS (CONT'D)
                    You know why they attacked you?
                        (off look)
                    They were afraid of you.
          
                                YOUNG BRUCE
                    Afraid of me?
          
                                THOMAS
                    You're a lot bigger than a bat, aren't
                    you? All creatures feel fear.
          
                                 YOUNG BRUCE
                        (smiles)
                    Even the scary ones?
          
          Thomas smiles back, reaches into his dressing gown pocket.
          
                                 THOMAS
                    Especially the scary ones.
                        (thinks)
                    Here, let me show you something-
                        (freeze)
                    But you can't tell anyone, right?
          
          Young Bruce nods, eager. Thomas pulls out a long jewel case.
          He opens it: PEARLS glow in the half-light.
          
                                THOMAS (CONT'D)
                    For your mother.
          
          Young Bruce GRINS.   Thomas winks at him, SNAPS the case shut.
          
          INT. ELEVATED TRAIN (MONORAIL) -- EVENING
          
          Young Bruce watches the glory of Gotham glide past. His
          parents beside him, dressed up- Martha idly stroking her
          pearls. She smiles at Thomas.
          
                                YOUNG BRUCE
                    Did you build this train, Dad?
          
                                THOMAS
                    Your great-grandfather built the
                    first trains in Gotham. The city's
                    been good to our family- it was time
                    to give something back...
          
          Thomas draws a CIRCLE in the CONDENSATION on the window...
          
                                THOMAS (CONT'D)
                    A new public transportation system
                    for the whole city...
          
          Thomas draws SPOKES through the circle, creating a WHEEL.
          
                                                                   11.
          
          Thomas TAPS his diagram at the central HUB of the wheel,
          then points through the glass to a tall 1930's SKYSCRAPER.
          
                                THOMAS (CONT'D)
                    ...and at the cent... Wayne Tower.
          
          EXT. GOTHAM -- CONTINUOUS
          
          The monorail train TURNS INWARDS on a "SPOKE"... SHOOTING
          towards the central station at the base of Wayne Tower.
          
          INT. CONCOURSE, WAYNE STATION -- MOMENTS LATER
          
          Young Bruce STARES at the MAGNIFICENT STATION. He looks up
          through the vaulted glass ceiling... WAYNE TOWER rises
          above... Rich ORCHESTRAL STRINGS rise, and we are-
          
          INT. GOTHAM OPERA HOUSE -- LATER
          
          A gilded house packed to the rafters for Boito's Mefistofle.
          Young Bruce seated between his parents, On stage: WITCH-
          LIKE CREATURES cavort. DARK BIRDS on wires descend, FLAPPING.
          
          Young Bruce STARES, uneasy, at their VIOLENT motions.
          
          INSERT CUT: BATS EXPLODE FROM A DARK CREVICE.
          
          Young Bruce starts breathing faster, STARES fixedly.
          
          SCREECHING, FLAPPING BLACK BATS SWARM ALL AROUND...
          
          Young Bruce, gulping PANIC breaths, looks around for an exit-
          they're in the middle of a row. He GRABS his Dad's arm.
          
                                YOUNG BRUCE
                        (desperate whisper)
                    Can we go?!
          
          Thomas stares at his son, confused. Martha looks over.
          Young Bruce looks at his father, PLEADING. Thomas nods.
          They make their way along the row, Thomas nodding apologies...
          
          EXT. SIDE ALLEY, GOTHAM OPERA HOUSE -- CONTINUOUS
          
          The Waynes emerge from a side exit. Martha crouches before
          Bruce, tries to meet his eyes. He stares down, ashamed.
          
                                MARTHA
                    Bruce, what's wrong?
          
                                 THOMAS
                    He's fine.
          
          Martha looks up.   Thomas gives her a conspiratorial look.
          
                                                                      12.
          
                                THOMAS (CONT'D)
                    I just needed a bit of air. Bit of
                    opera goes a long way, right, Bruce?
          
          Young Bruce looks up at his Dad, who winks.   Young Bruce
          smiles gratefully.
          
                                   THOMAS (CONT'D)
                    Come one.
          
          Thomas, coat over his arm, ushers his family down the dark
          alley, heading for the WELCOMING GLOW of the main boulevard.
          
          A FIGURE emerges from the shadows in front of them.   A MAN.
          With a GUN. Shifting uneasily.
          
                                MAN
                    Wallet, jewelry!    Fast!
          
                                THOMAS
                        (calm tone)
                    That's fine, just take it easy.
          
          Thomas hands Young Bruce his coat, then reaches for his
          wallet. The Man JERKS the gun at Thomas, eyes DARTING.
          Young Bruce stares up at the gun TREMBLING in the Man's hand.
          
                                   THOMAS (CONT'D)
                    Here you go.
          
          The man GRABS at the wallet but FUMBLES it. It FALLS. The
          Man glances down at the wallet then back to Thomas, scared.
          
                                THOMAS (CONT'D)
                        (reassuring tone)
                    It's fine, it's fine...
          
          The Man crouches for the wallet, eyes on Thomas.
          
                                THOMAS (CONT'D)
                    ...just take it and go.
          
          The Man feels for the wallet, looks at Martha.   Her pearls.
          
                                MAN
                    I said jewelry!!
          
          She starts pulling off her rings. The Man JERKS the gun at
          her neck. Thomas STEPS protectively in front of his wife.
          
                                   THOMAS
                    Hey, just-
          
          BOOM. Young Bruce FLINCHES. Thomas looks down at his
          bleeding chest. Then back to the Man, saddened.
          
                                                                     13.
          
          Thomas CRUMPLES. Martha SCREAMS. The Man REACHES for
          Martha's pearls- but she SCREAMS desperately for Thomas.
          
                                 MARTHA
                     THOMAS!!   THOMAS!!
          
                                MAN
                    Gimme the damn...
          
          But Martha FLAILS, trying to grab her fallen husband.
          
          The Man SHOOTS her. Then YANKS at her necklace, which BREAKS.
          Spilling PEARLS all over the asphalt.
          
          The Man stands. Turns to Young Bruce. Who STARES at him.
          Uncomprehending. The Man cannot bear the boy's gaze...
          
          And then he RUNS. Young Bruce looks at the bodies of his
          parents. DROPS to his knees, head down: PEARLS dot the
          asphalt beneath him. Some of them are bloody.
          
          Young Bruce starts to SHIVER.
          
          INT. POLICE STATION -- NIGHT
          
          CHAOS: REPORTERS and COPS vying for a piece of the crime of
          the decade. In the Captain's office, Young Bruce.
          Bewildered, forgotten. Still clutching his father's overcoat.
          
                                MALE VOICE (O.S.)
                    Is that your father's?
          
          Young Bruce looks up: a young beat cop stands over him- JIM
          GORDON (29). Gordon crouches, reaches for the coat. Young
          Bruce huddles over it, protective.
          
                                GORDON
                        (reassuring)
                    It's okay.
          
          Gordon's tone prompts Young Bruce to trust him. Gordon takes
          the coat, DRAPES it gently across Young Bruce's shoulders.
          
                                MALE VOICE (O.S.)
                    GORDON! You gotta stick your nose
                    into everything!
          
          Gordon turns to CAPTAIN LOEB, who glares at him.
          
                                CAPTAIN LOEB
                    Outta my sight.
          
          Gordon NODS at Young Bruce, whose eyes wish Gordon would
          stay. Gordon leaves. Loeb turns to Young Bruce.
          
                                CAPTAIN LOEB (CONT'D)
                    Good news... we got him, son.
          
                                                                     14.
          
          Young Bruce looks up at him dazed.    Uncertain.
          
          EXT. GROUNDS, WAYNE MANOR -- DAY
          
          Snow falls over two open graves. MOURNERS disperse, guided
          by SECURITY GUARDS. Alfred stands with Young Bruce. A man
          approaches, EARLE (47). He nods at Alfred, crouching.
          
                                EARLE
                        (indicates Alfred)
                    You're in excellent hands, Bruce.
                    And we're minding the empire. When
                    you're all grown up, it'll be waiting.
          
          Young Bruce looks blankly at Earle.
          
          EXT. WAYNE MANOR -- LATER
          
          Mourners file towards the gates. Rachel walks with her
          mother. Looks up at Bruce's high window. Sees him watching.
          Waves. Young Bruce pauses, then returns the wave.
          
          INT. BRUCE'S BEDROOM -- CONTINUOUS
          
          Alfred enters.   Looks tenderly at Young Bruce's back.
          
                                ALFRED
                    I thought I'd prepare a little supper.
          
          No response.   Alfred turns.
          
                                  ALFRED (CONT'D)
                    Very well.
          
                                  YOUNG BRUCE (O.S.)
                    Alfred?
          
          Alfred turns back. Young Bruce is looking at him with TEARS
          POURING down his cheeks. Alfred tilts his head.
          
                                ALFRED
                        (voice catching)
                    Master Bruce?
          
                                YOUNG BRUCE
                    It was my fault, Alfred.
          
          Alfred's mouth opens.
          
                                YOUNG BRUCE (CONT'D)
                    I made them leave the theater-
          
                                ALFRED
                    Oh, no, no, no-
          
          Alfred moves to Young Bruce, taking the boy in his arms.
          
                                                                    15.
          
                                YOUNG BRUCE
                    If I hadn't got scared-
          
                                ALFRED
                    No, no, Master Bruce. Nothing you
                    did. Nothing anyone ever did can
                    excuse that man.
          
          Alfred holds Young Bruce away to look directly into his eyes.
          
                                ALFRED (CONT'D)
                    It's his, and his alone. Do you
                    understand?
          
          Young Bruce nods.   Then BURIES his face in Alfred's chest,
          sobbing.
          
                                YOUNG BRUCE
                    I miss them, Alfred. I miss them so
                    much.
          
                                ALFRED
                        (whispering)
                    So do I, Master Bruce.    So do I.
          
          Tears well in Alfred's eyes as he HOLDS the boy, watching
          snowflakes swirl past the window.
          
                                DUCARD (V.O.)
                    And do you still feel responsible?
          
          INT. PASSAGEWAY, MONASTERY -- DAY
          
          Ducard leads Wayne along a screened passage overlooking
          extraordinary mountains.
          
                                WAYNE
                    My anger outweighs my guilt.
          
          Ducard opens a door...
          
          INT. DOJO, MONASTERY -- DAY
          
          Leads Wayne onto a MEZZANINE LEVEL stacked with boxes and
          bottles. NINJAS pour powders into packets, mixing compounds.
          Ducard takes a pinch of a powder- throws it down- BANG!
          Wayne FLINCHES- Ducard SMILES good-naturedly.
          
                                DUCARD
                    Advanced techniques of Ninjitsu employ
                    explosive powders.
          
                                   WAYNE
                    As weapons?
          
                                                                     16.
          
                                DUCARD
                    Or distractions. Theatricality and
                    deception are powerful agents.
          
          Ducard hands Wayne a pinch of the powder.
          
                                DUCARD (CONT'D)
                    To be a great warrior is not enough.
                    Flesh and blood, however skilled,
                    can be destroyed... you must be more
                    than just a man in the minds of your
                    opponents.
          
          Wayne listens to this.   Tosses the powder- BANG!
          
          EXT. FROZEN LAKE, HIMALAYAS -- DAY
          
          Wayne and Ducard CIRCLE each other on the ICE, SWORDS poised
          to strike. Dark figures in the white and blue landscape.
          
          Ducard STRIKES at Wayne, who DEFLECTS the blow using a SILVER
          GAUNTLET with THREE SCALLOPS (thick, hook-like projections).
          Ducard SKIDS left, breath STEAMING, feinting with his sword.
          
          Wayne steps sideways on the ice, his foot landing on a thin
          patch which CREAKS, water BUBBLING underneath.
          
                                DUCARD
                    Mind your surrounding.     Always.
          
          Wayne STRIKES- Ducard BLOCKS with his own BRONZE GAUNTLET.
          Wayne SLIPS right and FLIES IN with a short THRUST- Ducard's
          arm flips down in a backhand move-
          
          Ducard CATCHES Wayne's sword in one of his SCALLOPS.
          
                                DUCARD (CONT'D)
                    Your parent's death was not your
                    fault...
          
          Ducard ROTATES his arm, WRENCHING Wayne's sword from his
          grasp- it SKIDS along the ice.
          
                                DUCARD (CONT'D)
                    ...it was your father's.
          
          Wayne, ENRAGES, dives at Ducard, SWINGING at him with the
          scallops, FURIOUS, RECKLESS. Ducard parries with his sword,
          they LOCK- noses inches apart, Wayne BREATHING... ANGRY...
          
                                DUCARD (CONT'D)
                    Anger does not change the fact that
                    your father failed to act.
          
                                WAYNE
                    The man had a gun!
          
                                                                  17.
          
                                DUCARD
                    Would that stop you?
          
                                WAYNE
                    I've had training-
          
                                DUCARD
                    The training is nothing. The will
                    to take control is everything. Your
                    father trusted his city, its logic...
                    he thought he understood the attacker
                    and could simply give him what he
                    wanted...
          
          Wayne considers this... breathing slowing... CALMER... they
          separate.
          
                                 DUCARD (CONT'D)
                        (gently)
                    Your father did not understand the
                    forces of decay- cities like Gotham
                    are in their death throes- chaotic,
                    grotesque. Beyond saving.
          
                                WAYNE
                    Beyond saving? You believe that?
          
          Ducard regards the harshly beautiful landscape.
          
                                DUCARD
                    It is not right that one must come
                    so far to see the world as it is
                    meant to be. Purity. Serenity...
                    Solitude. These are the qualities
                    we hold dear. But the important
                    thing is whether you believe it...
          
          Wayne stares at Ducard.
          
                                DUCARD (CONT'D)
                    Can Gotham can be saved, or is she
                    an ailing ancestor whose time has
                    run?
          
          Ducard STRIKES DOWN at Wayne with his sword. Wayne BLOCKS
          the strike with FOREARMS CROSSED, SLIDES BETWEEN DUCARD'S
          LEGS across the ice to where his sword lies.
          
          GRASPING his sword he SPINS, SWEEPING at Ducard's feet.
          Ducard LEAPS- Wayne CATCHES his foot, brings him down onto
          the ice. Wayne THRUSTS his sword at Ducard's throat-
          
          STOPS INCHES from Ducard's bare neck. Ducard freezes, arms
          at his sides. Wayne looks down at Ducard, SMILING in triumph.
          
                                WAYNE
                    Yield.
          
                                                                   18.
          
          Ducard smiles.   Shakes his head.
          
                                DUCARD
                    You haven't beaten me. You've
                    sacrificed sure footing for a killing
                    stroke.
          
          Ducard TAPS the ice beneath Wayne's feet with his sword- the
          ice gives way, PLUNGING Wayne through the surface.
          
          EXT. SHORE, FROZEN LAKE -- EVENING
          
          Ducard feeds a small FIRE. Wayne RUBS his arms, SHIVERING
          violently against hypothermia. Ducard looks at him.
          
                                DUCARD
                    Don't rub your arms, rub your chest.
                    Your arms'll take care of themselves.
          
          Wayne rubs his torso, NODS at Ducard.   Ducard feeds the fire.
          
                                DUCARD (CONT'D)
                    You have strength born of years of
                    grief and anger, Wayne. The strength
                    of a man denied revenge.
          
          Even in his shivering, Wayne REACTS to this.
          
                                DUCARD (CONT'D)
                    Why, Wayne..?
          
          INT. WAYNE STATION PLATFORM -- DAY (WAYNE'S MEMORY)
          
          A monorail pulls into the platform.   Disgorges passengers.
          
                                DUCARD (V.O.)
                    Why could you not avenge your parents?
          
          Amongst them, Bruce, AGED 20, holding a bag. He sees Alfred,
          now 62, craning his neck, SEARCHING. He waves.
          
                                BRUCE
                    You didn't have to pick me up-
          
                                ALFRED
                    Well, sir, the red line... well,
                    it's closed. Apparently Mr.Earle
                    thought it wasn't making enough money.
          
          INT. CONCOURSE, WAYNE STATION -- MOMENTS LATER
          
          Bruce looks sadly at the DECAY to his father's station: glass
          CRACKED, marble chipped, HOMELESS bundled in shuttered
          storefronts... He looks up through the sparing glass: WAYNE
          TOWER looms overhead, gold lettering catching the sun...
          
                                                                   19.
          
                                BRUCE
                    How is Mr.Earle?
          
                                ALFRED
                    Oh... successful.
          
          INT. ROLLS ROYCE -- LATER
          
          Alfred glances at Bruce in the rear-view mirror.
          
                                ALFRED
                    Will you be heading back to Princeton
                    tomorrow or could I persuade you to
                    spend an extra night or two?
          
                                BRUCE
                    I'm not heading back at all.
          
                                ALFRED
                    You don't like it there?
          
          Bruce smiles, sardonic.   Looks out at the trees flashing by.
          
                                BRUCE
                    I like it fine... they just don't
                    feel the same way.
          
          Alfred purses his lips, IRRITATED.
          
          EXT. WAYNE MANOR -- MOMENTS LATER
          
          Bruce STARES up at house. Alfred pulls the bag out of the
          car and, to Bruce's surprise, DROPS it at Bruce's feet.
          
          INT. WAYNE MANOR -- CONTINUOUS
          
          Alfred leads Bruce up the main staircase. The house is now
          dark and empty. Dust-cloths cover much of the furniture.
          
                                ALFRED
                        (tense)
                    I've prepared the master bedroom.
          
                                BRUCE
                    My old room will be fine.
          
                                ALFRED
                        (stern)
                    With all due respect, sir, your father
                    is dead. Wayne Manor is your house.
          
                                BRUCE
                        (irritated)
                    No, alfred, his isn't my house.
                        (gestures)
                    It's a mausoleum.
                        (MORE)
          
                                                                 20.
          
                                BRUCE (CONT'D)
                    A reminder of everything I lost.
                    And when I have my way I'll pull the
                    damn thing down brick by brick-
          
          Alfred turns on Bruce, angry.
          
                                ALFRED
                    This house, Master Wayne, has
                    sheltered six generations of the
                    Wayne family, and stood patiently by
                    while you've cavorted in and out of
                    a dozen private schools and colleges.
                    As have I.
          
          Bruce stares at Alfred.   Eyes burning.   Chastened.
          
                                 ALFRED (CONT'D)
                        (softer)
                    The Wayne family legacy is not so
                    easily shrugged off.
          
                                BRUCE
                        (sadly)
                    Nor borne, old friend.   I'm sorry to
                    have disappointed you.
          
                                ALFRED
                    Master Wayne... I was at your father's
                    side when you were born. And at your
                    side when he was laid to rest.
          
                                BRUCE
                        (voice catching)
                    I know.
          
                                ALFRED
                    Your father was a great man. But I
                    have every confidence that you will
                    exceed his greatness.
          
                                BRUCE
                    Haven't given up on me, yet?
          
                                ALFRED
                        (conviction)
                    Never.
          
          Bruce sags under the burden of Alfred's faith. He opens the
          door to his bedroom, then turns back to Alfred...
          
                                BRUCE
                    I may not get another chance to thank
                    you for all you've done for me.
          
          Alfred looks at him, curious.
          
                                                                       21.
          
                                ALFRED
                    Are you going away after the hearing?
          
          Bruce shrugs, hard to read.    Then enters his old bedroom.
          
          INT. BRUCE'S BEDROOM -- CONTINUOUS
          
          Bruce puts his bag on the bed.    Looks around the room.
          
          At the mantel, Bruce stares at a framed photograph: Young
          Bruce on his Dad's shoulders, arms raised in triumph. Bruce
          wipes dust from the photograph. Smiles at it.
          
          INSERT CUT: Young bruce on Thomas's shoulders- thomas TIPS
          back, threatening to drop Young bruce who LAUGHS and LAUGHS.
          
          Bruce moves to the bed.   Opens his case.
          
          Inside it is a GUN.
          
          EXT. GATES, WAYNE MANOR -- MORNING
          
          Rachel, now 23, stands by her car looking up at the house.
          She can see Bruce in the window. She gives a small wave.
          
          INT. BRUCE'S BEDROOM -- CONTINUOUS
          
          Bruce returns Rachel's wave.    Then FINISHES LOADING HIS GUN.
          
          EXT. GATES, WAYNE MANOR -- MOMENTS LATER
          
          Bruce walks down the drive to Rachel.    He smiles gently.
          
                                BRUCE
                    You look well. "Assistant District
                    Attorney", right?
          
                                RACHEL
                        (nods, smiles)
                    You still trying to get kicked out
                    of the entire ivy league?
          
                                BRUCE
                        (shakes head, smiling)
                    Turns out you don't actually need a
                    degree to do the international playboy
                    thing.
          
          Rachel smiles.   Looks down at her shoes.   Then back to Bruce.
          
                                RACHEL
                    Bruce, I don't suppose there's any
                    way I can convince you not to come-
          
                                                                     22.
          
                                BRUCE
                        (cold)
                    Someone at this proceeding should
                    stand for my parents.
          
                                RACHEL
                    Bruce, we all loved your parents.
                    What Chill did is unforgivable-
          
                                BRUCE
                    Then why is your boss letting him
                    go?
          
                                RACHEL
                    Because in prison he shared a cell
                    with carmine Falcone. He learned
                    things and he'll testify in exchange
                    for early parole.
          
          Bruce shakes his head, opens the car door.     Rachel sighs.
          
          INT./EXT. RACHEL'S CAR ON FREEWAY, GOTHAM -- MORNING
          
          Rachel's car heads towards the golden spires of Gotham.
          
          Bruce stares out the window in silence.
          
          INT. RACHEL'S CAR -- MOMENTS LATER
          
          Rachel pulls into the PARKING LOT of the COURTHOUSE.     Parks.
          Bruce looks at her through the strained silence.
          
                                BRUCE
                    Rachel, this man killed my parents.
                    I cannot let that pass.
          
          Rachel almost says something.   Then SHRUGS.
          
                                BRUCE (CONT'D)
                    Rachel, I need you to understand.
          
          Rachel looks at Bruce. Considering. Gently NODS. Bruce
          nods back. Rachel opens her door and starts getting out.
          
          Bruce slips out his GUN, placing it on the ground behind the
          front wheel of Rachel's car as he gets out.
          
          INT. COURTHOUSE -- DAY
          
          A small bureaucratic proceeding. A five person PANEL. Bruce
          sits amongst the OBSERVERS. Watching the back of Chili's
          head. Rachel's boss, FINCH, addresses the panel.
          
                                FINCH
                    Given the exemplary prison record of
                    Mr.Chill, the 14 years already served
                        (MORE)
          
                                                                   23.
          
                                FINCH (CONT'D)
                    And his extraordinary level of
                    cooperation with one of this office's
                    most important investigations... we
                    strongly endorse Mr.Chill's petition
                    for early release.
          
          The CHAIRMAN nods, consults his paperwork.
          
                                CHAIRMAN
                    I gather a member of the Wayne family
                    is here today...
          
          Chill REACTS, TURNING.   Bruce STUDIES his weathered face.
          
                                CHAIRMAN (CONT'D)
                    ...does he have anything to say?
          
          Chill notices Wayne's cold eyes. Has to look away. Bruce
          RISES, walks out, all eyes on him. Including Rachel's.
          
          EXT. PARKING LOT, COURTHOUSE -- MOMENTS LATER
          
          Bruce MOVES to Rachel's car. Picks up his GUN, stuffs it up
          the sleeve of his overcoat. Waits.
          
          The side exit opens and two COPS come out. A shout goes up
          from the pressmen around the front of the courthouse.
          
                                REPORTERS
                    They're taking him out the side!!
          
          REPORTERS swarm around the building as Chill emerges.
          
                                REPORTER1
                    Chill, any words for the Wayne
                    family?!!
          
          Chill, head down, presses on.   Bruce straightens. Breathes.
          Starts WALKING towards Chill.   A Reporter SPOTS him.
          
                                REPORTER2
                    It's Bruce Wayne!
          
          The Reporters clear a path, eager for a confrontation.
          
                                 BLONDE FEMALE REPORTER
                    Joe!   Hey Joe!!
          
          This one catches Chill's eye- blonde, local t.v. type.
          
          Bruce's hand DROPS to his side as he MOVES... he's BREATHING
          HARD... THINKING... DECIDING...
          
                                BLONDE FEMALE REPORTER (CONT'D)
                    Falcone says hi!!
          
                                                                   24.
          
          She THRUSTS a gun at Chill's chest and FIRES.   Chill DROPS-
          
          Bruce STOPS in his tracks. Reporters DIVE for cover- COPS
          jump on the Blonde Reporter, pinning her...
          
          Bruce. Fifteen feet away. Loaded gun up his sleeve. Face
          as uncomprehending as the night Chill killed his parents.
          Rachel moves to Bruce, pulling him away from the chaos.
          
                                RACHEL
                    Come one, Bruce. Come on, we don't
                    need to see this.
          
          Bruce yanks his arm away.
          
                                BRUCE
                    I do.
          
          INT. RACHEL'S CAR -- EVENING
          
          Rachel drives. Bruce sits there, hands in his lap. Staring.
          Rachel glances over at him. Then pulls over. Turns to him.
          
                                 RACHEL
                        (gentle)
                    Are you okay?
          
                                BRUCE
                        (distant)
                    All these years I wanted to kill
                    him. Now he's gone. Now I can't.
          
                                RACHEL
                    You don't mean that.
          
                                 BRUCE
                        (bitter)
                    What if I do, Rachel? Chill killed
                    my parents. They deserved justice.
          
          Rachel looks at him, appalled.
          
                                RACHEL
                    You're not talking about justice,
                    you're talking about revenge.
          
                                BRUCE
                    Sometimes they're the same.
          
                                RACHEL
                    They're never the same, Bruce.
                    Justice is about harmony... revenge
                    is about you making yourself feel
                    better. That's why we have an
                    impartial system-
          
          Rachel pulls out into the street.
          
                                                                    25.
          
                                BRUCE
                    Well, your system of justice is broken-
          
                                RACHEL
                    Don't you tell me the system's broken,
                    Bruce! I'm out here every day trying
                    to fix it while you mope around using
                    your grief as an excuse to do nothing.
                    You care about justice..?
          
          Rachel YANKS the wheel-
          
          EXT. FREEWAY, GOTHAM -- CONTINUOUS
          
          Rachel's car SCREECHES across two lanes, onto an EXIT RAMP.
          
          INT./EXT. RACHEL'S CAR ON SURFACE STREETS -- CONTINUOUS
          
          The streets below are DARK, crowded and THREATENING-
          
                                RACHEL
                    Look beyond your own pain, Bruce.
          
          Rachel gestures at the filthy streets.   Down dark alleys-
          shadowy figures conduct business.
          
                                RACHEL (CONT'D)
                    This city is rotting. Chill is not
                    the cause, he's the effect.
                    Corruption is killing Gotham and
                    Chill being dead doesn't help that-
                    it makes it worse because Falcone
                    walks. He carries on flooding our
                    city with crime and drugs... creating
                    new Joe Chills... Falcone may not
                    have killed your parents, Bruce, but
                    he's destroying everything they stood
                    for...
          
          They pull up in front of a BASEMENT CLUB.
          
                                RACHEL (CONT'D)
                    They all know where to find Falcone...
                        (gestures at club)
                    But no one will touch him because he
                    keeps the bad people rich and the
                    good people scared.
          
          Rachel turns on Bruce.
          
                                RACHEL (CONT'D)
                        (quiet)
                    And what chance does Gotham have
                    when the good people do nothing?
          
          She pokes him in the chest.   Bruce looks down at her finger.
          
                                                                       26.
          
                                BRUCE
                    I'm not one of your "good people",
                    Rachel. Chill took that from me.
          
          Rachel looks at Bruce strangely.
          
                                RACHEL
                    What do you mean?
          
          Bruce pulls up his sleeve. Turns his hand over.     Rachel
          stares at the GUN in his hand, SHOCKED.
          
                                BRUCE
                    I was going to kill him myself.
          
          She looks at Bruce. Then SLAPS him. Bruce does nothing.
          Rachel SLAPS him again and again... Nothing. She stops.
          Tears flowing.
          
                                RACHEL
                    You're no better than the rest.
          
          Rachel points at the gun.   Looks into Bruce's eyes.
          
                                RACHEL (CONT'D)
                    Your father would be ashamed of you.
          
          Bruce stares at Rachel.   Opens his door.
          
          EXT. DOCK AREA, GOTHAM -- CONTINUOUS
          
          Bruce watches Rachel's car disappear. Turns to look at the
          line of SHIPS in the harbor. He makes his way to the water.
          Takes out his gun. Turns it, STUDIES the light off its metal-
          
          INSERT CUT: the TREMBLING BARREL of Chill's gun, inches from
          Thomas Wayne's chest.
          
          Bruce, with contempt, FLINGS his gun into the black water.
          
          EXT. BASEMENT CLUB, FACING DOCKS -- LATER
          
          Bruce walks towards the entrance.    A BOUNCER steps out,
          looking at him with contempt.
          
                                BOUNCER
                    Get lost, kid.
          
          Bruce pulls a massive wad of cash from his pocket.     Splits
          it in two. Offers one half.
          
                                BRUCE
                    The other half when you give me the
                    nod that Falcone's leaving. Unawares.
          
          The Bouncer looks at Bruce.    Takes the money.
          
                                                                      27.
          
          EXT. BASEMENT CLUB, FACING DOCKS -- LATER
          
          Bruce watches the entrance from the shadows. Two THUGS escort
          a thickset man out of a club. The Bouncer waves-
          
                                 BOUNCER
                     'Night, Mr.Falcone.
          
          The three men move towards a waiting limo-
          
          WHAM- one Thug takes a kick to the head, goes down- Bruce
          steps from the shadows- the Second Thug goes for his gun-
          Bruce GRABS his arm- CHOPS his throat- JUDO FLIPS the thug...
          
          Bruce turns to Falcone who looks at him, curious.
          
                                 FALCONE
                     The little rich kid.     No gun?   I'm
                     insulted.
          
          The First Thug lunges at Bruce with a KNIFE- Bruce puts him
          down with a graceful SWEEP-
          
                                 BRUCE
                     I don't need a gun.
          
                                    FALCONE
                     Yes, you do.
          
          CLICK.   A gun is at bruce's head.    Held by the Bouncer
          
                                 FALCONE (CONT'D)
                     Money isn't power down here- fear
                     is.
          
          The Bouncer pistol whips him once, hard. Bruce goes down.
          The Bouncer drops Bruce's money onto him.
          
                                 FALCONE (CONT'D)
                     You shoulda just sent me a thank-you
                     note...
          
          Bruce looks up at Falcone.     Spits blood.
          
                                 BRUCE
                     I didn't come here to thank-you. I
                     came to show you that nit everyone
                     in Gotham is afraid of you.
          
                                  FALCONE
                         (laughs)
                     Just those that know me. You got
                     balls, kid...
                         (cold)
                     But you don't belong down here with
                     us. We don't play fair.
                         (MORE)
          
                                                                    28.
          
                                FALCONE (CONT'D)
                    Now go back to your big house, wrap
                    yourself in your silk sheets and
                    I'll send you a shoulder to cry on.
          
                                BRUCE
                    You don't dress well enough to be a
                    pimp.
          
          Falcone lights a cigar.    Stares down at bruce.   Ice.
          
                                FALCONE
                    You miss your Mommy and Daddy? Come
                    down here again, I send you to them.
          
          Falcone turns. His thugs get into the limo with him. Bruce
          watches it slide into the night. Struggles to his feet...
          
          Bruce walks the docks, wiping blood from his mouth. SHADOWS
          in doorways mark his progress. Three YOUTHS approach. Bruce
          stiffens, but they cross the street to avoid him.
          
                                MALE VOICE (O.S.)
                    No one'll mess with ya.
          
          Bruce turns. A HOMELESS MAN warming at a flaming oil drum.
          One of many HOMELESS clustered around the docks.
          
                                HOMELESS MAN
                    Wander 'round here dressed like that,
                    means you got something to prove.
                    Man with something to prove is
                    dangerous.
          
          Bruce STARES at the man. Thinking. Takes out his wallet.
          Removes the money. Hands it to the Homeless Man.
          
                                   HOMELESS MAN (CONT'D)
                    For what?
          
                                   BRUCE
                    Your jacket.
          
          Bruce DROPS his wallet into the fire. The Homeless Man
          LAUGHS. Bruce pulls off his tie, throws it into the fire.
          He pulls off his overcoat, bundles it up ready to-
          
                                HOMELESS MAN
                    Lemme have it, that's a good coat.
          
          Bruce looks at the Homeless Man, who has removed his own.
          They EXCHANGE clothing.
          
                                BRUCE
                    Be careful who sees you with that.
                        (off look)
                    They're gonna come looking for me.
          
                                                                   29.
          
                                HOMELESS MAN
                    Who?
          
          Bruce smiles.
          
                                BRUCE
                    Everyone.
          
          Bruce, less incongruous in his "new" coat, moves down towards
          the stacks of containers...
          
          Bruce wanders the stacks. A HORN sounds. Bruce's eyes lock
          onto the ship preparing to leave. Bruce runs towards it
          trough the shadows...
          
                                DUCARD (O.S.)
                    And when you left Gotham...
          
          And we are-
          
          EXT. HIMALAYAN MONASTERY -- DAY
          
                                DUCARD
                    ...what were you seeking?
          
          Ducard LEAPS up onto a STONE WALL. GRABBING ON using pikes
          on his palms and on his feet. Wayne watches.
          
                                WAYNE
                    To lose myself. I couldn't do
                    anything as Bruce Wayne. I felt
                    useless.
          
          Ducard gestures up to the top of the 50-ft wall.
          
                                DUCARD
                    Perhaps you can beat my record.
          
          Bruce JUMPS up onto the wall, HIGHER than Ducard.   Confident.
          
                                WAYNE
                    How long?
          
                                DUCARD
                    Two days.
                        (off look)
                    The test is not to see how quickly
                    you can climb, but how slowly. The
                    Ninja is thought invisible, but
                    invisibility is largely a matter of
                    patience.
          
          Ducard reaches up for another handhold.   Slowly.
          
                                DUCARD (CONT'D)
                    On your journey... you sought
                    knowledge of the criminal world?
          
                                                                     30.
          
                                WAYNE
                        (nods)
                    I needed to understand the thoughts
                    and feelings of those who stand in
                    the shadows...
          
                                                                 CUT TO:
          
          EXT. CROWDED MARKET, AFRICAN PORT TOWN -- EVENING (MEMORY)
          
                                WAYNE (V.O.)
                    The first time you're forced to steal
                    not to starve...
          
          Bruce picks up a mango from a stack to examine it. As he
          does so he uses his lower hand to slip a PLUM into his pocket.
          
          EXT. ALLEY, AFRICAN PORT TOWN -- LATER
          
          Bruce squats in a doorway. Bites hungrily into his plum.
          He looks up. A CHILD in rags sits in the next doorway,
          STARING. Bruce stares back, juice dripping.
          
                                WAYNE (V.O.)
                    ...you lose many assumptions about
                    the simple nature of right and wrong.
          
          Bruce hands the Child the plum.   Licks his fingers.   Hard.
          
          INT. TRAIN STATION, LONDON -- DAY
          
          Bruce (bearded, filthy) in a crowd, with an ELDERLY MAN.
          
                                WAYNE (V.O.)
                    I needed to feel the fear before a
                    crime...
          
          The Elderly Man SPOTS a BUSINESSMAN hurrying along- STEPS
          into his path, engineering a COLLISION, tumbling to the
          pavement. The Businessman and Bruce both CROUCH to help.
          
                                WAYNE (V.O.) (CONT'D)
                    And the thrill of success...
          
          Bruce SLIPS the Businessman's wallet out of his pocket. The
          Businessman moves off. Bruce shows the Elderly Man the wallet
          for APPROVAL. Then HURRIES after the Businessman.
          
                                WAYNE (V.O.) (CONT'D)
                    ...without becoming one of them.
          
          Bruce CATCHES the Businessman, gives him the wallet. The
          Businessman thanks Bruce- noticing his destitution, he HANDS
          Bruce a banknote. Bruce nods thanks.
          
                                                                     31.
          
          INT. WAREHOUSE, UNDER THE ARCHES, EASTERN EUROPE -- NIGHT
          
          Bruce tries to crack a safe under the supervision of a YOUNG
          TOUGH. The Young Tough shakes his head, spins the dial and
          whips open the safe. Showing Wayne the action.
          
                                WAYNE (V.O.)
                    I thought I would find something...
          
          INT. SMOKE-FILLED BACKROOM, SHANGHAI -- NIGHT
          
          At a table with a CHINESE BOSS and SEVEN CRIMINALS drinking,
          laughing, showing each other their spoils (watches, phones).
          
                                WAYNE (V.O.)
                    I thought I would learn what I needed
                    to do with my skills and my anger...
          
          INT. WAREHOUSE, SHANGHAI -- DAY
          
          A TRUCK races through the door. Two Criminals yank the doors
          shut after. Bruce and the Boss jumps down from the cab.
          
                                WAYNE
                    But the harder I looked the less I
                    saw. The less I knew...
          
          Bruce turns to the Boss wary.
          
                                BRUCE
                    Where's this friend of yours?
          
                                 BOSS
                        (shrugs)
                    Not friend. Friend of friend.
          
          Bruce rolls his eyes.   Looks at the Boss with contempt.
          
                                WAYNE (V.O.)
                    Until I wasn't even sure what I'd
                    been looking for in the first place...
          
          The doors EXPLODE COPS burst in, shouting in Mandarin.
          
          INT. SAME -- LATER
          
          The back of the truck is opened.   Cops inventory piles of
          BOXES pulled out of the back.
          
                                WAYNE (V.O.)
                    And I was lost.
          
          Bruce sits in a line of criminals, bands cuffed behind back.
          A Cop YANKS him to his feet, hauling him over to an OFFICER.
          
                                                                     32.
          
                                COP
                        (in Mandarin)
                    He refuses to give his name.
          
          The Officer smiles solicitously at Bruce.
          
                                OFFICER
                        (in Mandarin)
                    Fool- this is china, you're a
                    criminal, what the hell do I care
                    what your name is?
          
                                BRUCE
                        (in fluent Mandarin)
                    I'm not a criminal.
          
          The Officer, surprised, waves Bruce away.     Looks at the truck.
          
                                OFFICER
                        (in accented English)
                    Tell that to the guys who owned these!
          
          He KICKS a BOX: CLOSE ON the WAYNE INDUSTRIES logo.
          
                                                                  CUT TO:
          
          EXT. WALL, HIMALAYAN MONASTERY -- DAWN
          
          Wayne and Ducard cling to the wall just short of the roof,
          eyes LOCKED. Both are in AGONY, sweat-drenched, STRAINING.
          
          Ducard BLINKS. REACHES for the roof and pulls himself up.
          Wayne closes his eyes in relief. Ducard pulls Wayne up onto
          the roof. They lie there in the half-light. Ducard turns
          to Wayne. Puts a hand on his shoulder. Proud.
          
                                DUCARD
                    You are ready.
          
          INT. THRONE ROOM -- NIGHT
          
          Close on Wayne's BLUE POPPY- now SHRIVELED DRY- on the altar.
          Wayne, clad in black ninja uniform watches as Ducard, also
          in black, picks it up, takes a pestle and mortar, drops in
          the dried flower, and grinds it to dust.
          
          Ducard pours the dust into a small brazier. Lights it.
          Motions to Wayne, who approaches the smoking altar.
          
                                DUCARD
                    Drink in your fears.   Face them.
          
          Wayne breathes the smoke. He shakes his head, REACTING to
          the effects of the smoke... his mind is plagued by IMAGES:
          
          Chill's trembling gun- Young Bruce FALLING- Thomas STAGGERING-
          
                                                                      33.
          
          Ducard puts on his ninja mask. Motions Wayne to do the same.
          Wayne STRUGGLES to think through the effects of the smoke...
          
                                WAYNE
                    Why The masks?
          
          As if in reply, DOZENS of NINJAS step forward from the
          shadows: the hall is filled with identical Ninjas. Ducard
          has melted into the crowd. Wayne raises his guard...
          
                                DUCARD
                    To conquer fear, you must become
                    fear... you must bask in the fear of
                    other men... and men fear most what
                    they cannot see-
          
          Ducard STRIKES at Wayne- Wayne SPINS, PARRIES- but Ducard
          has gone. The Ninjas movie in unison, forming WALLS...
          
                                DUCARD (CONT'D)
                    It is not enough to be a man... you
                    have to become an idea... a terrible
                    thought... a wraith-
          
          The Ninja nearest Wayne TURNS and SLASHES- it is Ducard.
          Wayne LEAPS sideways, ROLLING through the wall of Ninjas. He
          looks at his arm- it has been slashed, the uniform torn a
          dead giveaway. Wayne looks around, crouched, READY...
          
          One wall of Ninjas PARTS, revealing a WOODEN BOX.   Wayne
          stares at it, MIND SPINNING from the smoke.
          
                                DUCARD (O.S.) (CONT'D)
                    Face your fear...
          
          Wayne cautiously approaches the box.   Carefully lifts the
          lid. PEERS inside...
          
          BATS EXPLODE from the box, FILLING the air- Wayne dives away
          from the box, STARING up at the squawking bats- flinching...
          
          Ducard LEAPS at Wayne, who ROLLS sideways, blocking- Wayne
          turns to face Ducard, but he is lost in the Ninjas, bats
          filling the air, Wayne FLINCHING with their attacks...
          
          Wayne stays low, SLASHES the arm of the Ninja nearest him-
          the man does not move. Wayne turns. Fighting to THINK.
          
          A Ninja paces softly through the crowd, as he speaks, we can
          tell this is Ducard...
          
                                DUCARD (CONT'D)
                    Become one with the darkness...
          
          Ducard falls in behinds a Ninja with a SLASHED SLEEVE... He
          KNOCKS him to his knees, sword against throat-
          
                                                                     34.
          
                                DUCARD (CONT'D)
                    You cannot leave any sign...
          
          Ducard pulls off his own mask.   Disappointed.
          
                                  WAYNE (O.S.)
                    I haven't.
          
          A SWORD IS AT DUCARD'S NECK- Wayne is behind him, pulling
          off his mask. Ducard looks around... several of the Ninjas
          around them have slashed sleeves. Ducard smiles.
          
          The Ninjas TURN, in unison, and sit.
          
          Ra's Al Ghul is seated on a small stage at the head of the
          room. Ducard leads Wayne to sit down in front of Ra's. A
          Ninja places a tray between them: a bottle and a burning
          candle. Ducard places the candle in front of Wayne and hands
          him a small glass. Ra's Al Ghul begins speaking in Urdu.
          
                                DUCARD
                    We have purged your fear. You are
                    ready to lead these men. You are
                    ready to become a member of the League
                    of Shadows. Drink.
          
          Wayne tips back the glass.   Strong stuff.
          
                                DUCARD (CONT'D)
                    By blowing out this candle you
                    renounce your mortal life. You
                    renounce forever the cities of man.
                    You dedicate your life to solitude.
          
          Wayne leans forward to blow out the candle.    PAUSES.   Looks
          at the rows of seated Ninjas.
          
                                WAYNE
                    Where will I be leading these men?
          
                                DUCARD
                    You will need them in Gotham.
          
                                WAYNE
                    You want me to go back to Gotham?
          
          Ra's stares at Wayne.   Starts speaking...
          
                                DUCARD
                    You yourself are a victim of Gotham's
                    decay. That is why you came here,
                    and that is why you must go back.
                    You will assume the mantle of your
                    birthright. As Gotham's favored son
                    you will be ideally placed...
          
                                                                    35.
          
                                   WAYNE
                    For what?
          
                                DUCARD
                    To help us destroy the city.
          
                                   WAYNE
                    What?!
          
                                DUCARD
                    When Gotham falls, the other cities
                    will follow in short order. Nature's
                    balance will be restored and Man
                    will finally return to solitude.
          
          Wayne turns to Ducard.
          
                                WAYNE
                    You can't believe in this.
          
          Ducard looks at Wayne, troubled.
          
                                DUCARD
                    Ra's Al Ghul has rescued you from
                    the darkest corner of your own
                    heart... what he asks in return is
                    obedience. And the courage to do
                    what is necessary.
          
          Wayne stares down at the flickering candle.    At the bottle.
          
          Wayne FLICKS his sword out, SMASHING the bottle, TIPPING the
          candle- FLAMES spread across the wooden floor-
          
                                 DUCARD (CONT'D)
                        (reaching to extinguish
                         flames)
                    What are you doing?
          
                                WAYNE
                    What's necessary.
          
          Wayne STRIKES Ducard in the head with the butt of his sword,
          DOUSES his mask in the liquid fire and TOSSES it back into
          the mezzanine where the explosive powders are stored...
          
          Ra's LEAPS from his throne, STRIKING at Wayne with his sword-
          Wayne parries- EXPLOSIONS roar from the balcony, shooting
          flame across the ceiling- Ra's and Wayne fight as EXPLOSIONS
          surround them...
          
          Wayne LEAPS clear as FLAMING DEBRIS collapses onto Ra's,
          CRUSHING him... the flames are rising, Ninja bodies are strewn
          around, fresh explosions rip across the hall as Ninjas flee
          and Wayne spots Ducard lying unconscious.
          
                                                                     36.
          
          Wayne PICKS UP Ducard, hauls him out of the Throne room,
          into a passage, SMASHING THROUGH an ornate screen...
          
          EXT. MOUNTAINS -- CONTINUOUS
          
          Wayne and Ducard CRASH down onto a steep slope of ice and
          rock, the monastery exploding above them... Wayne rolls over,
          GRABS a rock, looks across to see-
          
          Ducard UNCONSCIOUS, SLIDING down the icy slope. His limp
          form ROTATES, spinning as his body gathers MOMENTUM, rushing
          towards the EDGE of the CLIFF...
          
          Wayne DIVES AFTER HIM, SLIDING HEAD-FIRST down the ice...
          the cliff closer and closer as Wayne RACES after Ducard...
          
          MERE FEET FROM THE CLIFF EDGE, Wayne GRABS Ducard- raises
          his free GAUNTLET-CLAD ARM, and SMASHES AT THE ICE, DIGGING
          IN with the BRONZE SCALLOPS... STOPPING on the edge- Ducard
          HANGS LIMPLY over a tremendous drop- Wayne STRUGGLES with
          the dead weight. Wayne PULLS Ducard up onto the ice.
          BREATHING.
          
          EXT. TINY HAMLET, HIMALAYAS -- DAY
          
          Wayne CARRIES Ducard down the road.
          
          INT. SHERPA'S HUT -- MOMENTS LATER
          
          Wayne KICKS the door open. The Old Man he saw on his way up
          the mountain stares back at him. Then motions Wayne to put
          Ducard down onto some mats. The Old Man wipes blood from
          Ducard's temple. Looks at Wayne, who is moving to the door...
          
                                OLD MAN
                    I will tell him you saved his life.
          
          Wayne stops.   Turns.   Looks back at Ducard.
          
                                WAYNE
                    Tell him... I have an ailing ancestor
                    who needs me.
          
          Wayne puts his hands together in formal salute.   Bows.
          
          INT. CLIMBER'S BAR, BHUTAN -- DAY
          
          A smoky inn, full of SHERPAS and CLIMBERS. Wayne enters,
          FILTHY, RAGGED. Conversation CEASES. Everyone STARES.
          
          INT. SAME -- MOMENTS LATER
          
          Wayne uses a phone at the bar, waiting for an answer-
          
                                ALFRED (O.S.)
                    Wayne residence.
          
                                                                  37.
          
          Wayne SMILES at Alfred's familiar voice.
          
                                   WAYNE
                        (hoarse)
                    Alfred.
          
                                ALFRED
                        (unflappable)
                    Master Wayne. It's been some time.
          
                                 WAYNE
                    Yes.   Yes it has.      I need a ride.
          
                                ALFRED
                    And where are we, sir?
          
          Wayne glances around.
          
                                WAYNE
                    Bhutan, I think.
          
          A curious Sherpa nearby NODS at Wayne.
          
                                ALFRED
                    Am I to assume that you're without
                    money and passport?
          
                                WAYNE
                    I'm traveling a bit light, yes.
          
                                ALFRED
                    I believe there's an airstrip at
                    Khatmandu long enough for a G5.
                    Make your way there, I'll have the
                    jet down in fifteen hours.
          
                                  WAYNE
                    Very good.    Oh, and Alfred?
          
                                   ALFRED
                    Yes, sir?
          
                                WAYNE
                    Bring some painkillers.
          
          INT. PRIVATE JET -- DAWN
          
          Wayne steps out of the washroom, clean-shaven, fresh tailored
          clothes. The jet breaks cloud, revealing GOTHAM bathed in
          glorious SUNRISE. Wayne looks out at the city. Alfred,
          sleeping opposite, opens an eye.
          
                                WAYNE
                    Have you told anyone I'm coming home?
          
                                                                    38.
          
                                ALFRED
                    I thought you might like to surprise
                    a few people.
          
                                WAYNE
                    No one can know I'm back. Not until
                    I'm ready. I'll need everything on
                    the company- shareholders' reports,
                    holdings. Everything.
          
          Alfred SMILES to himself.    Closes his eyes again.
          
                                ALFRED
                    You sound like a man with purpose.
          
          Wayne stares at the vast city beneath them as the jet BANKS.
          
                                WAYNE
                    Gotham needs me, Alfred.     Gotham
                    needs... a symbol.
          
                                ALFRED
                    What symbol, sir?
          
                                WAYNE
                    I'm not sure. Something for the
                    good to rally behind...
          
          EXT. GOTHAM -- SUNRISE
          
          MOVING over SPIRES of the city catching GOLD of first light.
          
                                WAYNE (V.O.)
                    ...and the criminals to fear.
          
          INT. LIBRARY, WAYNE MANOR -- NIGHT
          
          Wayne, cross-legged on the floor, STUDIES a thick report.
          Circles something, closes it. Draws another from a STACK.
          
          INT. KITCHEN, WAYNE MANOR -- EVENING
          
          Alfred makes tea.    A television plays: business news.
          
                                INTERVIEWER (over television)
                    Lot of interest in new directions
                    Wayne Industries has been taking...
          
          Alfred looks up:    Earle is being interviewed.
          
                                INTERVIEWER (CONT'D)
                    ...couple big defense contracts in
                    the bag... as well as rumors that
                    the board is petitioning to have
                    Bruce Wayne, missing for seven years
                    now, declared officially dead.
          
                                                                       39.
          
                                EARLE
                        (smiles thinly)
                    Our operating assumption is always
                    the hopeful one that Bruce'll
                    resurface sometime soon.
          
          INT. LIBRARY, WAYNE MANOR -- CONTINUOUS
          
          Wayne HEARS a CHITTERING.    He rises, moving out into the
          main hall...
          
          INT. MAIN HALL, WAYNE MANOR -- CONTINUOUS
          
          Wayne STARES: a small shadow SPUTTERS around the ceiling...
          
                                ALFRED (O.S.)
                    A blessed bat gain, sir.
          
          Wayne turns to find Alfred standing there with a tea service.
          
                                ALFRED (CONT'D)
                    They nest somewhere on the grounds.
          
          Wayne watches the dark shape FLICKER around the ceiling.
          
          EXT. GROUNDS, WAYNE MANOR -- DAY
          
          Wayne walks across the gardens to the greenhouse.    He wears
          a long overcoat, a coil of rope over one arm.
          
          INT. GREENHOUSE -- CONTINUOUS
          
          Now derelict.   Glass cracked or missing, paint peeled from
          wrought iron.   Wayne stands in the entrance, remembering-
          
          INSERT CUT: Rachel, LAUGHING, SPRINTING between the tables.
          
          INT. DISUSED WELL SHAFT -- MOMENTS LATER
          
          DARKNESS, punctured by LIGHT as BOARDS are YANKED, splintering
          from the mouth of the well, high above.
          
          Wayne LOWERS himself down the shaft, overcoat billowing.      He
          undoes his rope at the bottom. TURNS, finding-
          
          The DARK CREVICE between the rocks. Wayne CROUCHES, pushing
          into the BLACKNESS, crawling through into-
          
          INT. CAVERNS -- CONTINUOUS
          
          Wayne climbs down a jagged rock crevice. Air blows in his
          face. The crevice WIDENS into a low-ceilinged chamber.
          Wayne hears the RUSH of WATER. He crouches, advances through
          the low chamber. It turns DOWNWARDS, steeper- Wayne carefully
          slides on his back, LOWERING HIMSELF into...
          
                                                                      40.
          
          LIMITLESS BLACK. Wayne stands. A ROAR of water now. He
          REACHES into his coat, pulls out a CHEMICAL TORCH. CRACKS
          it, throwing LIGHT into...
          
          A VAST CAVERN. An underground RIVER, a JAGGED ceiling, far
          above, which, as Wayne PEERS, starts to MOVE-
          
          BATS EXPLODE from the ceiling. THOUSANDS DESCEND, SCREECHING,
          attracted to the light- Wayne instinctively CROUCHES. But
          as they SWARM around him terrifyingly...
          
          Wayne RISES to his feet amidst a CYCLONE of bats, watching
          the fluttering blackness with a profound CALM.
          
          And he knows the symbol he must use.
          
          INT./EXT. ROLLS ROYCE ON GOTHAM STREETS -- MORNING
          
          Wayne stares at the DECAY.    Sadness gives way to anger.
          
          EXT. WAYNE PLAZA -- LATER
          
          The Rolls pulls up onto the Plaza in front of Wayne Station.
          The station is deserted. Derelict. Wayne gets out, staring.
          
                                WAYNE
                    Is it closed?
          
                                ALFRED
                    They still run a token service out
                    of respect for your father.
          
                                WAYNE
                        (low)
                    Respect?
          
          INT. BOARD ROOM, WAYNE TOWER -- CONTINUOUS
          
          A board meeting in full swing. Earle presiding. He is
          addressing a portly, distinguished man at the other end.
          This is JUDGE PHELAN.
          
                                EARLE
                    Clearly, Judge Phelan, moving to
                    have Bruce declared dead is not
                    something that any of us here
                    relishes... but as responsible
                    managers it falls to us to act on
                    behalf of Wayne Industries...
          
          INT. OUTER OFFICE, WAYNE TOWER -- CONTINUOUS
          
          Wayne walks past the young, beautiful ASSISTANT sat her desk.
          
                                WAYNE
                    Morning.
          
                                                                      41.
          
          The Assistant gets to her feet.
          
                                ASSISTANT
                    Sir, you can't go in there!
          
          Wayne turns to her.   Smiles.
          
                                  WAYNE
                    Yes, I can.
          
          The Assistant RECOGNIZES him, stands there, SHOCKED.
          
          INT. BOARD ROOM, WAYNE TOWER -- CONTINUOUS
          
          As the door OPENS, Earle looks over, annoyed.
          
                                EARLE
                    I'm sorry, can I...?
          
          Earle STARES.   Dumbstruck.     All heads TURN- Wayne smiles.
          
                                WAYNE
                    Sorry to barge in, but I was in the
                    areas...
          
          SILENCE. Earle gets to his feet, approaching Wayne, STARING.
          He SHAKES Wayne's hand, claps the other on his shoulder.
          
                               EARLE
                    My boy! We thought you were gone
                    for good.
          
                                WAYNE
                    What can I say? "Reports of my death
                    have been greatly exaggerated".
          
          Nervous chuckles.   Judge Phelan stares at Wayne, incredulous.
          
                                EARLE
                    Can I ask where you've been?
          
                                WAYNE
                        (mischievous)
                    You can ask...
          
                                 EARLE
                        (smiles)
                    Well, perhaps you'll tell us your
                    plans. Are you back to finish
                    college?
          
                                WAYNE
                    Actually, I thought I'd get to grips
                    with what we actually do around here.
                    From the ground up- one division at
                    a time.
          
                                                              42.
          
          Earle takes this in, nodding.
          
                                EARLE
                    Any idea where you'd like to start?
          
                                WAYNE
                    Applied sciences caught my eye.
          
                                EARLE
                    Mr.Fox's department. I'll make a
                    call. You can start today.
          
                                WAYNE
                    Actually, I've got a one o'clock tee-
                    off, and it took me all morning to
                    convince the club to honor my old
                    membership.
                        (grins at Earle)
                    Apparently they don't have to meet
                    the same high standards as you when
                    it comes to declaring someone dead.
          
          INT. STAIRCASE, DISTRICT ATTORNEY'S OFFICE -- DAY
          
          Rachel HURRIES down marble stairs to catch Finch.
          
                                RACHEL
                    Mr.Finch
          
                                FINCH
                        (weary)
                    Yes, Miss Dodson?
          
                                RACHEL
                    Mr.Finch, on the Falcone matter-
          
                                FINCH
                        (here we go again)
                    The case against Falcone died with
                    Chill. We had our shot.
          
          They walk out into the parking lot...
          
          EXT. PARKING LOT, COURTHOUSE -- CONTINUOUS
          
                                RACHEL
                    That was then- but now he's importing
                    drugs, everybody knows it, let's
                    take it to Harvey Dent and-
          
                                FINCH
                        (looking around)
                    Keep your voice down.
                        (quite, sympathetic)
                    Look, Rachel, Falcone's got Judge
                    Phelan and half of City Hall bought
                        (MORE)
          
                                                                      43.
          
                                 FINCH (CONT'D)
                    And paid for. So you got burned on
                    Falcone- let it go, we've got bigger
                    fish to fry.
          
                                RACHEL
                    That would make a lot more sense if
                    we were doing any frying.
          
          Finch, uncomfortable, TURNS.   Rachel WATCHES him exit...
          
          INT. ROLLS ROYCE -- CONTINUOUS
          
          In The back seat, Wayne WATCHES Rachel standing there.
          
                                ALFRED
                    Shall I park, sir?
          
          Wayne wrestles for a moment...
          
                                WAYNE
                    No, let's go.
          
          Alfred pulls out with a touch of disappointment.
          
          INT. APPLIED SCIENCES DIVISION -- DAY
          
          A massive WAREHOUSE, stacked with crates, odd-shaped under
          dust covers, lab equipment. LUCIUS FOX, aged 52, leads Wayne
          through the stacks, speaking in calm, knowledgeable tones.
          
                                FOX
                    Environmental applications, defense
                    projects, consumer products... all
                    prototypes, none if production at
                    any level whatsoever.
          
                                WAYNE
                    None?
          
          Fox pauses, turns to Wayne, a wicked gleam in his eye.
          
                                FOX
                    What did they tell you this place
                    was?
          
                                WAYNE
                    They didn't tell me anything.
          
                                FOX
                    Told me exactly what it was when
                    they sent me here... a dead end where
                    I couldn't cause any more trouble
                    for the rest of the board.
          
                                WAYNE
                    You were on the board?
          
                                                                   44.
          
                                FOX
                    Back when your father ran things.
          
                                WAYNE
                    You knew my father?
          
                                FOX
                    Sure. Helped him build his train.
                    Beautiful project- routed right into
                    Wayne Tower, along with the water
                    and power utilities. Made Wayne
                    Tower the unofficial heart of Gotham.
          
          Fox stops at a tall CRATE. Checks paperwork. Opens the
          crate: a BODYSUIT- clear silicone over jointed armor.
          
                                FOX (CONT'D)
                    Here it is: the nomex survival suit
                    for advanced infantry. Kevlar bi-
                    weave, reinforced joints...
          
          Wayne feels the fabric of the suit.
          
                                WAYNE
                    Bullet-proof?
          
                                FOX
                    Anything but a straight shot.
          
                                WAYNE
                    Tear-resistant?
          
          Fox HACKS at the suit with his pen- it doesn't even mark.
          
                                FOX
                    This sucker'll stop a knife.
          
                                WAYNE
                    Why didn't they put it into
                    production?
          
                                FOX
                    The bean counters figured a soldier's
                    life wasn't worth the 300 grand.
          
          Fox looks at Wayne.   Suspicious.
          
                                FOX (CONT'D)
                    What do you want with it, Mr.Wayne?
          
                                WAYNE
                    I want to borrow it. For spelunking.
                        (off look)
                    You know, cave-diving.
          
          Fox shrugs.   Puts the lid back on the crate.
          
                                                                  45.
          
                                 FOX
                    You get a lot of gunfire down in
                    those caves?
          
                                 WAYNE
                        (smiles)
                    Listen, I'd rather Mr.Earle didn't
                    know about me borrowing-
          
                                FOX
                    Mr.Wayne, the way I see it...
          
          Fox waves his arm, taking in the enormous facility.
          
                                FOX (CONT'D)
                    All this stuff is yours, anyway.
          
          INT. CAVERNS BENEATH WAYNE MANOR -- DAY
          
          Wayne, high on the cavern wall, in climbing harness, HAMMERS
          a bracket into the rock securing a line of industrial LAMPS.
          
                                 WAYNE
                    Okay!   Give it a try.
          
          Alfred throws a switch on a portable GENERATOR: the lamps
          flicker on, dimly lighting the length of one wall. Alfred
          peers at the DAMP, DINGY surroundings.
          
                                ALFRED
                    Oh, charming.
          
          Alfred sees the BATS covering the entire ceiling.
          
                                ALFRED (CONT'D)
                    At least you'll have company.
          
          Wayne RAPPELS to the cave floor, looks up to a HIGH corner:
          CRUMBLING BRICKWORK. Alfred follows his gaze.
          
                                ALFRED (CONT'D)
                    Must be the lowest foundations of
                    the Southeast wing.
          
          Wayne CLIMBS up: poking through the rock ceiling: the bottom
          of a wrought-iron SPIRAL STAIRCASE. In the center of the
          spiral: a dumb-waiter lift, fallen off its track. Wayne
          grabs the chains of the lift, RATTLES them- sending a wave
          ECHOING up into the darkness.
          
                                ALFRED (CONT'D)
                    During the civil war your great-
                    grandfather was involved with the
                    underground railroad. Secretly
                    transporting freed slaves to the
                    North. I suspect these caverns came
                    in handy.
          
                                                                    46.
          
          Wayne jumps down. Moves to the small river. Follows it
          where it disappears under rocks. Steps over. Alfred waits.
          The ROAR of WATER gets louder and the light gets BRIGHTER.
          Wayne follows the tunnel around a dog leg, emerging...
          
          BEHIND THE FACE OF A WATERFALL. Wayne grins, HOPS along
          slick rocks right up to the beautiful CURTAIN of water.
          
                                WAYNE
                        (awe)
                    Alfred, come up here.
          
          Alfred is twenty feet behind on the dry rocks.
          
                                ALFRED
                    I can see it very well from here,
                    thank-you, sir.
          
          Wayne, mesmerized, reaches for water that is liquid light.
          
          INT. UNMARKED POLICE SEDAN -- EVENING
          
          Gordon, now 46 and a Detective, in the passenger seat. Worn
          eyes watching his partner, FLASS, 42, glad-hand the owner of
          the liquor store they are parked outside. Flass squeezes
          into the driving seat holding a wad of CASH.
          
                                FLASS
                    Don't s'pose you want a taste?
          
          Gordon looks at Flass, cold.   Flass shrugs.   Counts his money.
          
                                FLASS (CONT'D)
                    I keep offering 'cause who knows,
                    maybe one day you'll get wise.
          
                                GORDON
                    Nothing wise in what you do, Flass.
          
                                FLASS
                    Yeah? Well, Jimbo, you don't take
                    your taste- makes us guys nervous
                    you might decide to roll over-
          
                                 GORDON
                        (irritated)
                    I'm no rat, Flass.
                        (calmer)
                    In a town this bent, who's there to
                    rat to, anyway?
          
          Flass LAUGHS at this, hits the gas.
          
          EXT. ROOFTOPS, GOTHAM -- CONTINUOUS
          
          Moving in on a rooftop balustrade to discover Wayne, wearing
          the bodysuit, crouched, watching the police station across
          
                                                                     47.
          
          The street. He pulls on a black balaclava. CLIMBS through
          the SHADOWS using Ninja SPIRES on his hands and feet.
          
          EXT. POLICE STATION -- MOMENTS LATER
          
          Gordon slams the car door.    Watches Flass pull away.   Weary.
          
          INT. GORDON'S OFFICE -- CONTINUOUS
          
          Gordon SLUMPS into his chair, back to the window. Reaches
          for the phone- notices a BOOK sitting on his desk: an old,
          worn copy of: "PHYLUM PERACOPDA: THE TWILIGHT WORLD OF BATS".
          
          Gordon frowns at the book, CONFUSED.    The light goes OUT.
          
                                WAYNE (O.S.)
                    Don't turn around.
          
          Gordon FREEZES- Wayne is behind his, pressing a stapler
          between Gordon's shoulder blades as if it were a gun.
          
                                GORDON
                    What do you want?
          
                                WAYNE
                    I've been watching. You're a good
                    cop. One of the few. What would it
                    take to get Falcone?
          
          Gordon narrows his eyes, puzzled.
          
                                GORDON
                    Carmine Falcone?
          
                                WAYNE
                    He brings in shipments of drugs every
                    week, nobody takes him down. Why?
          
                                GORDON
                    He's paid up with the right people.
          
                                WAYNE
                    What would it take?
          
                                GORDON
                    Leverage on Judge Phelan. And a
                    D.A. brave enough to prosecute.
          
                                WAYNE
                    Rachel Dodson in the D.A.'s office.
          
                                   GORDON
                    Who are you?
          
                                WAYNE
                    Watch for a sign.
          
                                                                    48.
          
                                GORDON
                    You're just one man?
          
                                WAYNE
                    Now we are two.
          
                                GORDON
                    We?
          
          No response. Gordon turns around. No one. He JUMPS to the
          window- looks down, looks up: a SHADOW slips onto the roof-
          
          INT. BULLPEN -- CONTINUOUS
          
          Gordon RACES across the bullpen, drawing his gun, hits the
          stairwell- two UNIFORMS see him go, run after him.
          
          EXT. ROOFTOP -- CONTINUOUS
          
          Wayne moves to the edge of the roof- the gap is TOO BIG- he
          TURNS BACK- the DOOR SMASHES open: Gordon GUN RAISED.
          
                                GORDON
                    FREEZE!
          
          Wayne RACES for the GAP- LEAPS... DROPS FAST... misses THE
          TOP STORY- GRABS the balcony below... it BREAKS AWAY- DROPS
          him onto the one below. Winded, Wayne CLIMBS onto the wall.
          
          From the other roof, Gordon watches Wayne melt into the
          shadows. The Uniforms arrive either side.
          
                                UNIFORM 1
                    The hell was that? 1
          
                                GORDON
                        (dismissive)
                    Some nut.
          
          But Gordon's expression is less certain.
          
          INT. EARLE'S OFFICE, WAYNE TOWER -- DAY
          
          Earle sits at his desk conferring with two board members.
          
                                BOARD MEMBER
                    Is he taking over?
          
                                EARLE
                    Not yet. I checked th trust, and
                    bruce can't assume control until his
                    thirtieth birthday.
                        (presses intercom)
                    Jessica, where's that coffee?
          
                                BOARD MEMBER
                    But that's in three months.
          
                                                                  49.
          
                                   EARLE
                       We'll have to move fast.
          
                                     BOARD MEMBER 2
                       To do what?
          
                                   EARLE
                       An IPO. There's nothing in Bruce's
                       trust to stop us taking the company
                       public... we'll have an offering...
          
                                   BOARD MEMBER
                           (getting it)
                       And Bruce will become just another
                       board member.
          
                                   EARLE
                       Precisely. We can't have some clown
                       prince running things.
                           (presses intercom)
                       Jessica?
          
          No answer.    Earle steps to the door and opens it.
          
          His assistant is GONE.      So is the receptionist.
          
          EXT. ROOFTOP, WAYNE TOWER -- MOMENTS LATER
          
          The SWISH-CLICK of a Titleist rocketing off the roof and out
          towards Gotham River.
          
          Wayne stands behind the Beautiful Assistant, hand on her
          hip, adjusting her grip on a gold club. Another YOUNG WOMAN
          watches, leaning on a driver.
          
                                   WAYNE
                       Keep your elbows in...
          
                                     EARLE (O.S.)
                       Ladies?
          
          They turn.    Earle is standing there.
          
                                   JESSICA
                       Sorry, Mr.Earle, Mr.Wayne insisted
                       that all junior executives need to
                       know how to play golf.
          
                                   EARLE
                       Junior Executive?   Who's answering
                       the phones?
          
          Wayne smiles pleasantly at Earle.
          
                                   WAYNE
                       This is Wayne Industries, Mr.Earle-
                       I'm sure they'll call back.
          
                                                                     50.
          
          Wayne unwraps himself from Jessica and approaches Earle.
          
                                WAYNE (CONT'D)
                        (conspiratorial)
                    I thought a few promotions might be
                    good karma forgetting my new job.
          
          Earle smiles patiently.
          
                                EARLE
                    Of course, you're not actually
                    starting just yet, Bruce. Not until
                    your birthday.
          
                                 WAYNE
                        (grins)
                    Three month's time- I'm having a
                    huge blowout and I expect everyone
                    to be there.
          
                                EARLE
                    With bells on. How are things down
                    at Applied Sciences?
          
                                WAYNE
                    Great- there's some cool stuff down
                    there. Although that Mr.Fox goes on
                    a bit once you gte him talking.
          
          Earle takes Wayne by the elbow, walking him away.
          
                                EARLE
                    Since you're here, there is a business
                    matter that I wanted to make you
                    aware of...
          
          Wayne assumes a pose of seriousness.
          
                                WAYNE
                    Business... sure.
          
                                EARLE
                    We've been thinking for some time
                    about offering shares... I think the
                    time is right.
          
                                WAYNE
                    Offering shares?
          
                                EARLE
                    It's just a way of raising capital
                    for growth... it's important to me
                    that the company be in great shape
                    when you take over. Consider it my
                    legacy.
          
          Wayne nods.
          
                                                                    51.
          
                                EARLE (CONT'D)
                    Well, I guess I'd better go hire a
                    new secretary and receptionist...
          
          Earle head to the door.   Wayne smiles, turns back to Jessica.
          
                                WAYNE
                    Right, who's turn is it?
          
          EXT. FALCONE'S BASEMENT CLUB, DOCK AREA -- NIGHT
          
          Judge Phelan exits the club, a GIRL on his arm.
          
                                BOUNCER
                    Night, Judge Phelan.
          
          Phelan turns, giddy with drink, puts his finger to his lips.
          
                                 PHELAN
                    Shhhhh.
          
          The Girl giggles. Phelan guides her into a waiting limo.       A
          STREET PERSON comes over to the rear windows of the car,
          knocking. The DRIVER gets out.
          
                                 DRIVER
                    Get lost!
          
          The Driver KICKS the Street Person away from the limo. A
          Homeless Man warming by a fire starts shouting. It is the
          Homeless Man that bruce gave his coat to years before. The
          coat is worn but recognizable.
          
                                HOMELESS MAN
                    Leave him alone! Let him be!
          
          The limo moves off. Close on the Street Person watching it
          leave. IT IS BRUCE. He glances down at a tiny CAMERA in
          his lap. Smiles at the screen: Phelan and the Girl.
          
          INT. BAT CAVE -- DAY
          
          Wayne places two BRONZE GAUNTLETS on a trestle table.   FIRES
          up a paint sprayer. Starts coating them matte BLACK.
          
          INT. SAME -- LATER
          
          Wayne is showing Alfred DIAGRAMS.    We catch only GLIMPSES.
          
                                 ALFRED
                    If we order the main part of this...
                        (points)
                    ...cowl from Singapore-
          
                                WAYNE
                    Via a shell corporation.
          
                                                                     52.
          
                                ALFRED
                    Indeed. Then quite separately, place
                    an order through a Chinese
                    manufacturer for these-
          
          Alfred points at a diagram which looks like a pair of HORNS.
          
                                WAYNE
                        (nods)
                    Put it together ourselves.
          
                                ALFRED
                    Precisely. Of course, they'll have
                    to be large orders to avoid suspicion.
          
                                 WAYNE
                    How large?
          
                                ALFRED
                    Say, ten thousand.
          
                                 WAYNE
                        (smiles)
                    Least we'll have spares.
          
          INT. APPLIED SCIENCES DIVISION -- MORNING
          
          Fox, at his desk, watches Wayne approaching.
          
                                 FOX
                        (smiles)
                    What's it today?     More "spelunking"?
          
                                WAYNE
                    Sper-lunking. And no, today it's
                    base-jumping.
          
                                FOX
                    Base-jumping? What, like parachuting?
          
                                WAYNE
                    I need some kind of lightweight
                    grappling hook...
          
                                 FOX
                    For what?
          
                                WAYNE
                    Base jumping's illegal-you can't
                    just take the elevator.
          
          Fox shakes his head at Wayne.    Gets to his feet.   They sit.
          
                                FOX
                    We've got suction pads, grapples...
          
                                                                       53.
          
                                   WAYNE
                    Any good?
          
                                 FOX
                    Nope.   But this thing's pretty neat.
          
          Fox pulls out a box.    Inside: a bronze GRAPPLING GUN and
          HARNESS.
          
                                FOX (CONT'D)
                    Pneumatic. Magnetic grapple.
                    Monofilament tested to 350 pounds.
          
          Wayne feels the weight. It is light. Strong. He picks up
          the HARNESS that goes with it. Shoulder straps with a wide,
          hi-tech BELT. Wayne shoves the back end of the gun into the
          belt buckle- it CLICKS into place.
          
                                WAYNE
                    Too expensive for the army?
          
          Fox takes it back from Wayne.       Sardonic.
          
                                FOX
                    Guess they never thought about
                    marketing to the billionaire base-
                    jumping, spelunking market.
          
                                WAYNE
                    Look, Mr.Fox, if you're uncomfortable-
          
                                FOX
                    Mr.Wayne, if you don't tell me what
                    you're really doing, then when I get
                    asked... I don't have to lie. But
                    don't treat me like an idiot.
          
                                   WAYNE
                        (nods)
                    Fair enough.
          
          Fox looks at Wayne.    Thinking.
          
                                FOX
                    Come on, I'll show you something.
          
          INT. LOADING DOCK, APPLIED SCIENCES DIVISION -- LATER
          
          Fox hands Wayne a sheet of black fabric.
          
                                FOX
                    Notice anything?
          
          Wayne examines it, shrugs.       Fox puts on a GLOVE.
          
                                                                   54.
          
                                FOX (CONT'D)
                    Memory fabric- dual layer polymers
                    with variable alignment molecules.
                    Flexible ordinarily, but put a current
                    through it...,
          
          Fox GRABS the fabric- which instantly POPS into the RIGID
          shape of a small one-man TENT. Wayne raises his eyebrows.
          
                                FOX (CONT'D)
                    ...the molecules align and become
                    rigid.
          
          Wayne pushes on the tent, feeling its strength, fascinated.
          
                                WAYNE
                    What kind of shapes can you make?
          
          Fox releases the tent, which instantly COLLAPSES.
          
                                FOX
                    It could be tailored to any structure
                    based on a rigid skeleton.
          
          Wayne lifts the black fabric, FLICKING it in a WHIPPING
          motion. Thinking. Then he sees something. Some kind of
          vehicle, covered by a tarp. HUGE TIRES visible.
          
                                WAYNE
                    What's that?
          
          Fox, a twinkle in his eye, rolls up the memory fabric.
          
                                FOX
                    The Tumbler? Oh, you wouldn't be
                    interested in that.
          
          Wayne shoots Fox a look, and we
          
                                                               CUT TO:
          
          P.O.V.: RACING ALONG, INCHES ABOVE A TEST TRACK-
          
          INT. TUMBLER ON TEST TRACK -- MOMENTS LATER
          
          Wayne pilots using aircraft-like control sticks. Fox, in
          the passenger seat, hangs on as Wayne PUSHES the vehicle...
          
          The Tumbler SHOOTS PAST: LOW and WIDE, a cross between a
          Lamborghini Countach and a Humvee. Sandy camouflage, stealth-
          angled panelling and variable-angle flaps across the back.
          
          Fox SHOUTS over the noise of the engine.
          
                                FOX
                    She was built as a bridging vehicle!
                        (MORE)
          
                                                                   55.
          
                                FOX (CONT'D)
                    You hit that button-
                        (Wayne reaches)
                    NO, NOT NOW!!
                        (Wayne recoils)
                    It boosts her into a rampless jump!
                    In combat, two of them jump a river
                    towing cables, then you run a bailey
                    bridge across! Damn bridge never
                    worked- but this baby works fine!
          
          Wayne inspects the cockpit: a forward-slung "gunner's" driving
          position between their legs, video screens, electronic
          controls, windows with HEADS-UP DISPLAY. Wayne ACCELERATES...
          
          The Tumbler TEARS down the straightaway, SKIDS to a HALT.
          
          INT. TUMBLER -- CONTINUOUS
          
          Fox JOLTS with the stop.   Turns to Wayne, a little green.
          
                                FOX
                    What do you think?
          
          Wayne turns to Fox with a slight smile.
          
                                WAYNE
                    Does it come in black?
          
          INT. BAT CAVE -- DAY
          
          Wayne takes the hi-tech harness for the grapple and CUTS OFF
          the shoulder straps, leaving a BELT WITH SLIDING ATTACHMENTS.
          
          INT. SAME -- LATER
          
          Wayne lifts a GLOVED hand, metal contacts on the fingertips.
          With his other hand, he picks up a FABRIC GLOVE, RIBBONS
          dangling from each finger. He thrusts the gloved hand into
          the fabric glove- the ribbons SHOOT OUT- RIGID FINGER
          EXTENSIONS like the SKELETON of a BAT'S WING. Wayne FANS
          the PROJECTIONS, testing.
          
          INT. BAT CAVE -- LATER
          
          Close on: the COWL. Black, with a slight GRAPHITE sheen.
          Dramatic, ICONIC even without its ears.
          
          A BASEBALL BAT SMASHES into the crown, CRACKING it in two.
          Alfred picks the pieces off the table, FROWNING.
          
                                ALFRED
                    Problems with the graphite mixture,
                    apparently. The next ten thousand
                    will be up to specifications.
          
          Wayne looks up from adjusting a servo-mounted microphone.
          
                                                                  56.
          
                                WAYNE
                    At least they gave us a discount.
          
                                ALFRED
                    Quite. In the meantime, might I
                    suggest, sir, that you try to avoid
                    landing on your head?
          
          Wayne shoots Alfred a look. Then fits the microphone into
          the horn-shaped "ear" from the cowl.
          
          INT. SAME -- LATER
          
          Wayne GRINDS METAL at a lathe. Alfred approaches with a
          thermos. Wayne stops grinding, BLOWS on his handiwork...
          
                                ALFRED
                    Why the design, Master Wayne?
          
          Alfred indicates the steel carved into a BAT'S WING.
          
                                WAYNE
                    A man, however strong, however
                    skilled, is just flesh and blood. I
                    need to be more than a man. I need
                    to be a symbol.
          
                                ALFRED
                    And why the symbol of the bat?
          
                                WAYNE
                    Bats frighten me.
                        (slight smile)
                    And it's time my enemies shared my
                    dread.
          
          Wayne tilts the crude BATARANG, watching light dance across
          the brushed steel. He THROWS it WHISTLING into darkness...
          
          INT. FALCONE'S CLUB, DOCK AREA -- NIGHT
          
          Judge Phelan sits sandwiched between two GIRLS, drink and
          cigar in hand. He looks up.
          
                                 PHELAN
                    Carmine!   Where are you going?
          
          Falcone is putting his coat on.
          
                                FALCONE
                    Duty calls. You have yourself a
                    good time, Judge.
          
          Falcone turns to the CLUB MANAGER.   Leans in.
          
                                                                    57.
          
                                FALCONE (CONT'D)
                    If he's too cheap to get a hotel, at
                    least make him take his car around
                    to the alley.
                        (shakes his head)
                    No class.
          
          EXT. DOCKS -- CONTINUOUS
          
          Down in the stacks, THUGS unload BOXES an open container.
          HEADLIGHTS light them up- everyone FREEZES. A sedan pulls
          up. FLASS emerges. Approaches one of the thugs holding a
          box. OPENS it, YANKS out a STUFFED TOY.
          
                                  FLASS
                    Cute.
          
          Flass RIPS open the toy, pulls a plastic PACKAGE from inside.
          
                                FLASS (CONT'D)
                        (mock surprise)
                    Oh? What have we here?
          
          Nobody reacts.    Flass hands the toy back to the Thug.
          
                                FLASS (CONT'D)
                    Carry on, gents.
          
          Flass heads inside a massive warehouse to a set of offices.
          
          INT. OFFICE, DOCKS -- CONTINUOUS
          
          Flass enters.    Falcone sits at the desk.
          
                                FALCONE
                    You believe this hump, Flass?
          
          He indicates a thin man opposite.    Flass sits.
          
                                  FLASS
                    Problem?
          
                                FALCONE
                    Crane here's making insinuations.
          
          The thin man, CRANE, leans forward.    A cold presence.
          
                                CRANE
                    Insinuations? Well, let me be clearer-
                    you stepped on the last shipment
                    before you delivered it to me. You
                    cut it with baby powder, and rendered
                    it useless for my purposes.
          
          Falcone stares at the slight man, incredulous.
          
                                                                       58.
          
                                FALCONE
                        (furious)
                    Flass, tell this guy what happens to
                    people who talk to me this way.
          
          EXT. FALCONE'S CLUB, DOCK AREA -- CONTINUOUS
          
          Judge Phelan stumbles out of the club with the GIRLS. They
          pile into the waiting limo. The Club Manager gestures to
          the Driver to pull around into the alley.
          
          EXT. ALLEY, DOCK AREA -- CONTINUOUS
          
          The Limo idles in the alley.
          
          INT. LIMO -- CONTINUOUS
          
          The Driver picks his ear. The partition is closed.     The
          Driver examines his finger...
          
          WHAM!!! A BLACK SHAPE LANDS ON THE HOOD- the Driver's eyes
          go wide as-
          
          SMASH!!!- a BLACK-GLOVED FIST SHATTERS THE WINDSCREEN and
          GRABS the Driver's neck...
          
          IN THE BACK: Phelan sits BOLT UPRIGHT.    The girls look around,
          ALARMED.
          
          THE PARTITION SLOWLY LOWERS, REVEALING:
          
          BATMAN.
          
          Crouched like a dark animal on the hood- the Girls SCREAM.
          
          EXT. ALLEY -- CONTINUOUS
          
          The Homeless Man looks up from his brazier, curious. He
          sees a dark shape on the hood of a limo, a LONG BLACK CLOAK
          BILLOWING out behind it... screams echo through the alley...
          
          INT. LIMO -- CONTINUOUS
          
          Phelan scrambles back in his seat, whimpering...
          
                                BATMAN
                    You have eaten well... As Gotham has
                    starved.
          
          Batman's eyes stare out of the black cowl at Phelan.
          
                                BATMAN (CONT'D)
                    This changes tonight.
          
          Batman SHOOTS UP OFF the hood, banging onto the roof-
          
                                                                       59.
          
          EXT. ALLEY -- CONTINUOUS
          
          The Homeless Man STARES OPEN-MOUTHED at Batman standing,
          ICONIC, on the roof of the limo, cloak billowing... Batman
          turns his head towards the Homeless Man-
          
                                  BATMAN
                    Nice coat.
          
          -and FLIES UP from the limo, DISAPPEARING into the shadows
          high above...
          
          The Homeless Man looks down at his coat, then back up to the
          shadows...
          
                                  HOMELESS MAN
                        (small)
                    Thanks.
          
          INT. OFFICE, DOCKS -- CONTINUOUS
          
          Crane looks at Falcone, matter-of-fact.
          
                                CRANE
                    I'm aware that you're not intimidated
                    by me, Mr.Falcone. But you know who
                    we're working for... and when he
                    gets here I don't think he's going
                    to want to hear that you've been
                    endangering our operation just to
                    filch a few dollars from your dealers.
          
                                FALCONE
                    He's coming to Gotham?
          
                                 CRANE
                    Soon.   This is our last shipment.
          
          Falcone shifts, SUDDENLY UNEASY.
          
          EXT. THE STACKS -- CONTINUOUS
          
          A THUG hands a box to a SECOND THUG, who walks away along
          the corridor of containers. The first Thug turns back to
          the darkness of the open container, reaches in-
          
          HE IS YANKED INTO THE DARKNESS WITH AN ECHOING CRY-
          
          Second Thug TURNS, stares uneasily down the deserved corridor
          to the BLACK MOUTH of the open container...
          
                                  SECOND THUG
                    Steiss?
          
          No reply. He puts down his box.       Draws his gun.   A THIRD
          THUG comes around the corner.
          
                                                                     60.
          
                                THIRD THUG
                    Come on, we gotta-
          
          He sees the Second Thug's gun. Draws his own.    They move
          cautiously towards the open container...
          
          EXT. THE STACKS -- CONTINUOUS
          
          The Thugs peer into the blackness of the open container-
          
          Behind them, a LAMP hanging above the corridor SHATTERS, the
          Thugs turn, startled, to see another lamp shatter and go
          dark- them another and another, DARKNESS ADVANCING TOWARDS
          THEM...
          
          INT. OFFICE, DOCKS -- CONTINUOUS
          
          Falcone lifts his hands in a gesture of peace.
          
                                FALCONE
                    There's no need to argue- you can
                    just test the stuff here and now.
          
                                CRANE
                    That's why I came.
          
          Flass tosses the package onto the desk.
          
          EXT. THE STACKS -- CONTINUOUS
          
          As the closest lamp SHATTERS, a GLINT of metal DROPS to the
          ground... the Second Thug bends, picks it up, STARING;
          
          A BAT-SHAPED brushed steel plate. The Second Thug looks up,
          confused, but the Third Thug is STARING above him.
          
                                SECOND THUG
                    What?
          
          The Second Thug looks up himself: a DARK SHAPE HANGING from
          a CRANE directly above him...
          
          A GIANT BAT, WINGS FOLDED, head pointed towards the ground.
          
                                SECOND THUG (CONT'D)
                    What the hell-
          
          The Bat DROPS- wings WHIP OUT, RIGID- CATCH the air- FLIPPING
          the shape downwards- ENVELOPING THE SECOND THUG IN DARKNESS-
          the Third Thug BOLTS, RACING between containers, arms PUMPING-
          
          He SPRINTS headlong down the narrow corridor, SKIDS around a
          corner, RACES towards-
          
          BLACKNESS SIDESWIPES THE THIRD THUG, SPINNING HIM OFF HIS
          FEET, WHIPPING HIM INTO DARKNESS WITH A PIERCING SCREAM...
          
                                                                    61.
          
          EXT. TRUCK OUTSIDE THE STACKS -- CONTINUOUS
          
          Other Thugs REACT to the SCREAM...
          
          INT. OFFICE, DOCKS -- CONTINUOUS
          
          Falcone and Crane hear the scream.   Flass JUMPS up.
          
          EXT. THE STACKS -- CONTINUOUS
          
          Thugs, guns drawn, advance into the stacks...
          
          EXT. THE STACKS -- CONTINUOUS
          
          A Fourth Thug WHIPS around a corner to see a JUMPY THUG
          covering the other end of the corridor...
          
          The Fourth Thug nods, steps backwards. MOVEMENT in the shadow
          behind him... BATMAN IS ALREADY IN FRAME- his arm FLASHES
          forward with his CLOAK, WRAPS the Thug's neck, YANKS him
          backwards into the shadows...
          
          Jumpy Thug sees the other Thug DISAPPEAR... he OPENS FIRE,
          STROBING the stacks, revealing INDISTINCT GLIMPSES of
          MOVEMENT.
          
          ELSEWHERE IN THE STACKS: Thugs REACT to the gunfire...
          
          Flass stands outside the stacks, gun drawn, listening.    He
          moves back into the office.
          
          INT. OFFICE, DOCKS -- CONTINUOUS
          
                                FALCONE
                    What the hell's going on?!
          
          Flass looks at Falcone.
          
                                FLASS
                    You've got a problem out there.
          
          Falcone reaches behind the desk, PULLS out a SHOTGUN.
          
          EXT. THE STACKS -- CONTINUOUS
          
          Jumpy Thug FIRES blindly at STROBING SHADOWS- GLIMPSES of a
          DARK CLOAKED FIGURE moving from SHADOW TO SHADOW. Jumpy
          Thug empties the clip. FUMBLES for another as he looks out
          into the darkness.
          
                                JUMPY THUG
                    WHERE ARE YOU?!!!
          
          A whispered word at his ear:
          
                                BATMAN
                    Here.
          
                                                                     62.
          
          BATMAN'S FACE, UPSIDE DOWN, at the Thug's shoulder- Jumpy
          Thug SCREAMS as he is ENGULFED by DARKNESS-
          
          EXT. OUTSIDE THE STACKS -- CONTINUOUS
          
          Flass scuttles over to his car. Crane pauses, listening to
          the shouts and gunfire. Then moves off into the night.
          
          EXT. THE STACKS -- CONTINUOUS
          
          Falcone advances through the stacks, shotgun in hand. He
          rounds a corner to find FIVE THUGS, various weapons in hand,
          in a loose defensive ring, peering out into the darkness...
          
          A SHADOW DROPS into the center of their ring-
          
          Thugs TURN, SHOUTING, one SWINGS a CHAIN, another a KNIFE-
          
          -Batman DUCKS the chain- SWEEP-KICKS the knife-wielder to
          the ground. Chain SWINGS again...
          
          Batman JUMPS up, one leg LOW to let the CHAIN WRAP around
          his ANKLE- Batman KICKS his leg sideways RIPPING the chain
          from its owner, then HEAD BUTTING him down -
          
          Batman SPINS his CHAIN-WRAPPED LEG in a ROUNDHOUSE KICK,
          WHIPPING THREE THUGS behind him in the fade with the CHAIN.
          All three go DOWN. The rest are unconscious or gone.
          
          Batman STANDS there, long cape BILLOWING out to one side.
          The chain SLIDES from his leg. Falcone is behind him, SHOTGUN
          aimed dead at Batman's head.
          
                                FALCONE
                    What in God's name are you?
          
          Batman opens his hand, revealing TWO SHOTGUN CARTRIDGES.
          Then TURNS, billowing cape WRAPPING around him.
          
                                  BATMAN
                    I'm Batman.
          
          Falcone pulls the trigger.   CLICK.
          
          INT. BEDROOM, RACHEL'S APARTMENT -- LATER
          
          Rachel TOSSES, trying to sleep, eyes shut.
          
                                VOICE (O.S.)
                    Rachel Dodson.
          
          Rachel bolts upright, GRASPING at her bedside table.
          
                                RACHEL
                    Who's there?!!
          
                                                                  63.
          
          She pulls out a TASER- PEERS into the shadows: Silhouetted
          by the window- a dark, cloaked figure. Batman.
          
                                RACHEL (CONT'D)
                    Take one step, I drop you!
          
          Batman moves his arm- something DROPS onto Rachel's bed: a
          FILE, spilling PHOTOS. She FLINCHES. GLANCES DOWN: photos
          of Phelan and the girl in the limo.
          
                                RACHEL (CONT'D)
                    What the hell is this?
          
                                   BATMAN
                    Leverage.
          
                                RACHEL
                    What do I need leverage for?
          
                                BATMAN
                    To get things moving.
          
                                   RACHEL
                    Who are you?
          
                                BATMAN
                    Someone like you. Someone who'll
                    stand against the corruption.
          
          Rachel reaches for the lamp, her eyes off the window for the
          INSTANT it takes to ILLUMINATE the room, revealing-
          
          No one.
          
          EXT. DOCKS -- CONTINUOUS
          
          Gordon approaches, coffee in hand: TIED-UP THUGS sit against
          the container full of DRUGS. UNIFORMS hold back a line of
          PRESS, who snap away at the surreal scene. Gordon crouches
          to look at the Thugs, curious.
          
                                UNIFORMED COP (O.S.)
                    Falcone's men?
          
                                 GORDON
                        (shrugs)
                    Does it matter? We'll never tie him
                    to it, anyway.
          
                                UNIFORMED COP (O.S.)
                    I wouldn't be too sure of that.
          
          Gordon looks up. The uniformed Cop is POINTING. At a HARBOR
          LIGHT trained on the heavens. Gordon RISES, walks towards
          it. Two Cops stand there, STARING:
          
                                                                     64.
          
          Falcone is STRAPPED to the LIGHT, UNCONSCIOUS, arms spread.
          Coat RIPPED, hanging from his arms in a STRANGE PATTERN.
          
                                COP 1
                    Th hell is that? Looks like...
          
          Gordon follows their gaze up to where the BEAM of light CATS
          FALCONE'S SHADOW onto the CLOUDS.
          
                                  COP 2
                    Like a bat.
          
          Gordon stares at the projection.   It is a BAT SYMBOL.
          
                                GORDON
                    Cut him down.
          
          Gordon moves away, THINKING. Something catches his eye: a
          block away. Halfway up a building. A BLACK FLAG blowing in
          the wind... Not a flag.. a DARK FIGURE, wearing a CAPE,
          sitting on a LEDGE... BATMAN. WATCHING.
          
          INT. FINCH'S OFFICE -- MORNING
          
          Rachel TOSSES a newspaper onto Finch's desk, BEAMING. The
          front page: a huge photo of Falcone strapped to the light.
          
                                RACHEL
                    No way to bury it now.
          
                                FINCH
                    Maybe so, but there's Judge Phelan-
          
                                RACHEL
                    I've got Phelan covered.
          
                                FINCH
                    And this "bat" they're babbling about.
          
          Rachel breaks eye contact for an instant, UNCOMFORTABLE.
          
                                RACHEL
                    Even if these guys'll swear in court
                    to being thrashed by a giant bat...
                    we have Falcone at the scene- drugs,
                    prints, cargo manifest- everything.
          
          Finch considers.   Grins.
          
                                  FINCH
                    Damn right.    Let's get frying.
          
          INT. BULLPEN, POLICE HEADQUARTERS -- MORNING
          
          Loeb addresses CAPTAINS, SERGEANTS, LIEUTENANTS. Gordon at
          the back. Loeb HOLDS up the PAPER, SMACKS the front page.
          
                                                                 65.
          
                                LOEB
                    Unacceptable. I don't care if it's
                    rival gangs, Guardian Angels or the
                    goddamn Salvation Army- get them off
                    the street, and off the front page.
          
                                CAPTAIN SIMPSON
                    They say it was one guy... or thing.
          
                                LOEB
                    Dipping into their own supply- it
                    was some asshole in a costume.
                        (the room chuckles)
                    If it's one guy, that'll make it a
                    lot easier for you, won't it?
          
          Gordon RAISES his hand.   Loeb NODS, cautious.
          
                                GORDON
                    This guy did deliver us one of the
                    city's biggest crime lords.
          
                                 LOEB
                        (glares)
                    No one takes the law into their own
                    hands in my city, understand?
          
          INT. MASTER BEDROOM, WAYNE MANOR -- DAY
          
          Alfred opens the curtains.   Wayne WAKES, squinting.
          
                                 WAYNE
                        (groggy)
                    Bats are nocturnal.
          
                                ALFRED
                    Bats, maybe... but even for
                    billionaire playboys, 3 o'clock is
                    pushing it. The price of leading a
                    double life, I fear.
          
          Alfred PUTS down a tray: water, fruit, newspaper.
          
                                ALFRED (CONT'D)
                    Your theatrics made an impression.
          
                                WAYNE
                    Theatricality and deception are
                    powerful weapons, Alfred. It's a
                    start.
          
          Wayne glances at the paper. Gets out of bed, bare-chested.
          Alfred sees BRUISES across his torso and arms.
          
                                ALFRED
                    If those are to be the first of many
                    injuries... it would be wise to find
                                (MORE)
          
                                                                 66.
          
                                ALFRED (CONT'D)
                    a suitable excuse. Polo, for
                    instance.
          
          Wayne throws Alfred a look.
          
                                WAYNE
                    I'm not learning polo, Alfred.
          
                                ALFRED
                    Strange injuries, a nonexistent social
                    life... these things beg the question
                    of what, exactly, Bruce Wayne does
                    with his time. And his money.
          
          Wayne considers this.
          
                                WAYNE
                    What does someone like me do?
          
                                 ALFRED
                        (shrugs)
                    Drive sports cars, date movie stars...
                    Buy things that aren't for sale.
          
          Wayne looks at Alfred. Nods. DOWNS the water, stands
          straight, feet together- FALLS FORWARD to the floor- into
          his dizzyingly fast push-ups. Alfred watches. Concerned.
          
                                ALFRED (CONT'D)
                    Who knows, Master Wayne- if you start
                    pretending to have fun, you might
                    even have a little by accident.
          
          INT. COUNTY JAIL, RECEIVING -- DAY
          
          Crane, briefcase in hand, is BUZZED through thick steel and
          glass doors and met inside by a PRISON OFFICIAL. They walk.
          
                                PRISON OFFICIAL
                    Dr.Crane, thanks for coming down...
          
                                  CRANE
                    Not at all.    So he cut his wrists?
          
                                PRISON OFFICIAL
                    Probably looking for an insanity
                    plea, but if anything happened...
          
                                CRANE
                    Of course, better safe than sorry.
          
                                                                    67.
          
          INT. INTERVIEW ROOM, COUNTY JAIL -- CONTINUOUS
          
          Crane enters. Falcone sits at a table, wrist bandaged.
          Crane places his briefcase on the table. Falcone smiles.
          
                                FALCONE
                    Doctor Crane, it's all too much, the
                    walls are closing in, blah, blah,
                    blah. Couple more days of this food,
                    it'll be true.
          
                                CRANE
                    What do you want?
          
                                FALCONE
                    We got a lot to talk about.
          
                                   CRANE
                    Such as?
          
                                FALCONE
                    Such as, how you're gonna convince
                    me to keep my mouth shut.
          
                                   CRANE
                    About what?     You don't know anything.
          
                                 FALCONE
                    I know you wouldn't want the cops
                    taking a closer look at the drugs
                    they seized.
          
          Crane REACTS to this.    Falcone SMILES, enjoying the reaction.
          
                                FALCONE (CONT'D)
                    I know about your experiments on the
                    inmates at your nuthouse...
                        (off look)
                    I don't get into business with someone
                    without finding out their dirty
                    secrets. Those goons you hired.. I
                    own the muscle in this town.
          
          Falcone leans forward.    Looks Crane in the eye.
          
                                FALCONE (CONT'D)
                    So what have I been bringing in for
                    you hidden in my drugs, Crane?
          
                                CRANE
                    If he wanted you to know he'd have
                    told you himself.
          
          Falcone shifts slightly.
          
                                                                    68.
          
                                FALCONE
                    I've been smuggling your stuff in
                    for months, so whatever he's got
                    planned, it's big. And I want it.
          
          Crane studies Falcone.   Considering.   Sighs.
          
                                CRANE
                    I already know what he'll say...
                    that we should kill you.
          
          Falcone leans forward, glaring at Crane with contempt.
          
                                FALCONE
                    Even he can't touch me in here.    Not
                    in my town.
          
          Crane SHRUGS. Leans forward. Pops the locks on his
          briefcase. Smiles at Falcone.
          
          Crane reaches into his briefcase. Inside is a BREATHING
          APPARATUS attached to a small BURLAP SACK MASK.
          
                                CRANE
                    Would you like to see my mask?
          
          He pulls the mask out of the case.   Holds it up.
          
                                CRANE (CONT'D)
                    I use it in my experiments. Probably
                    not very frightening to a guy like
                    you. But those crazies...
          
          Falcone stares at crane, uneasy. Crane puts on the mask.
          It is a sack with eye holes and twine stitching for a mouth.
          
                                CRANE (CONT'D)
                    ...they can't stand it...
          
                                FALCONE
                    When did the nut take over the asylum-
          
          WHUMP- a cloud of white SMOKE shoots out of Crane's briefcase.
          Falcone pushes his chair back, COUGHING, surprised.
          
                                CRANE
                    They scream and cry...
          
          Falcone looks up at Crane in his mask-
          
          Through Falcone's eyes: tiny LIZARD TONGUES FLICK out of the
          holes in Crane's mask.
          
                                CRANE (CONT'D)
                    ...much as you're doing now.
          
          Crane TOWERS over Falcone, FLAMING EYES and FLAMING MOUTH...
          
                                                                    69.
          
          Falcone SCREAMS.
          
          INT. CORRIDOR OUTSIDE INTERVIEW ROOM -- MOMENTS LATER
          
          Crane emerges with his briefcase. The Prison Official hovers
          outside. SCREAMS ECHO from inside the room.
          
                                CRANE
                    Oh, he's not faking.    Not that one.
          
          The Prison Official nods gravely.   Crane leans in.
          
                                CRANE (CONT'D)
                    I'll talk to the Judge, see if I can
                    get him moved to the secure wing at
                    Arkham. I can't treat him here.
          
          EXT. ARCTIC OCEAN -- DAY
          
          A COAST GUARD HELICOPTER touches down on the back of a heavily
          damaged DESERTED CARGO SHIP. Two COAST GUARDSMEN with
          FLASHLIGHTS jump onto the deck of the ship to take a look
          around. BAFFLED. The deck is lined with HOLES.
          
          The Coast Guardsman shines his light into a MASSIVE HOLE.
          
          INT. EARLE'S OFFICE, WAYNE INDUSTRIES -- AFTERNOON
          
          Earle is at his desk.   A EXECUTIVE walks in, TROUBLED.
          
                                EXECUTIVE
                    We have a situation.
          
                                EARLE
                    What kind of situation?
          
                                EXECUTIVE
                    Coast guard picked up one of our
                    cargo ships last night. Heavily
                    damaged. Crew missing, probably
                    dead.
          
                                EARLE
                    What happened?
          
                                EXECUTIVE
                    Ship was carrying a prototype weapon.
                    A microwave emitter...
          
          EXT. AIRBASE -- MORNING (FLASHBACK)
          
          ARMY BRASS and SCIENTISTS waiting for a demonstration... an
          industrial MACHINE the size of a small van sits on the ground
          a hundred feet from a WATER TOWER...
          
                                                                 70.
          
                                EXECUTIVE (V.O.)
                    It's designed for desert warfare- it
                    uses focused microwaves to vaporize
                    the enemy's water supply...
          
          The Scientists and Brass don goggles. Fire up the machine...
          the water tower starts SHAKING... then EXPLODES in a CLOUD
          OF STEAM that drifts towards the observers like FOG.
          
          INT. EARLE'S OFFICE, WAYNE INDUSTRIES -- CONTINUOUS
          
                                EXECUTIVE
                    It looks like someone fired it up at
                    sea- judging from the damage to the
                    ship and cargo.
          
                                EARLE
                    What about the weapon?
          
          The Executive shifts, uneasy.
          
                                EXECUTIVE
                    It's missing.
          
          EXT. HOTEL RESTAURANT, DOWNTOWN GOTHAM -- EVENING
          
          A BUGATI VEYRON (looks, and costs, a million) pulls up to
          the valet station. Wayne emerges, impeccably tailored, from
          the driver side. The VALETS scramble to the passenger side.
          Open the door to find TWO BLONDES, one on the other's lap.
          
          EXT. HOTEL RESTAURANT -- CONTINUOUS
          
          Tables around an decorative infinity pool. Earle and his
          GUESTS at a table. Earle sees Wayne enter with the Blondes.
          He sighs. Then waves.
          
          EXT. SAME -- LATER
          
          The table is littered with bottles and empty plates.
          
                                FEMALE GUEST
                    At least he's getting something done.
          
                                MALE GUEST
                    Bruce, help me out here.
          
          Wayne turns from the Blondes. They stand up and walk over
          to the pool. Wayne smiles, turns to the Female Guest.
          
                                WAYNE
                    A guy who dresses up like a bat
                    clearly has issues.
          
                                FEMALE GUEST
                    But he put Falcone behind bars-
          
                                                                    71.
          
                                MALE GUEST
                    And now the cops are trying to bring
                    him in, so what does that tell you?
          
                                FEMALE GUEST
                    They're jealous?
          
          Wayne watches as, behind them, one of the Blondes slips off
          her dress and lowers herself into the pool... the other one.
          Giggling, follows her lead.
          
                                WAYNE
                    If he's so benevolent why does he
                    hide his face?
          
                                FEMALE GUEST
                    Maybe he's protecting the people he
                    cares about from reprisals.
          
          Wayne nods, considering.    The MAITRE D' slides up, annoyed.
          
                                MAITRE' D
                    Sir, the pool is for decoration, and
                    your friends do not have swim wear.
          
                                WAYNE
                    Well, they're European.
          
                                MAITRE' D
                    I'm going to have to ask you to leave.
          
                                WAYNE
                        (turns to Earle)
                    Mr.Earle, I'm buying this hotel.
                    Will you please broker a deal?
          
          Earle nods.   Patiently.
          
                                WAYNE (CONT'D)
                        (turns to Maitre D')
                    I think we should make some new rules
                    for the pool area, don't you?
          
          The Maitre D' stares at Wayne.   Dumbstruck.
          
                                 BLONDES (O.S.)
                    Bruce!
          
          The Blondes beckon Wayne.   He comes to the edge of the pool.
          
                                 WAYNE
                    Ladies?
          
          They SPLASH him. Earle turns away, shaking his head.    Behind
          him, out of focus, Wayne is PULLED into the pool.
          
                                                                    72.
          
          EXT. HOTEL -- LATER
          
          Wayne and the Blondes, wet hair, in white HOTEL ROBES,
          waiting. The Valet pulls up in the Bugati.
          
                                   RACHEL (O.S.)
                    Bruce?
          
          Wayne turns.   Rachel is standing there, dressed for dinner.
          Stunning.
          
                                   WAYNE
                    Rachel.
          
                                BLONDES
                        (from car)
                    Come on, Bruce. We have some more
                    hotels we want you to buy.
          
          Rachel glances at the Blondes.    Then back to Wayne.
          
                                RACHEL
                    I'd heard you were back.
                        (Wayne nods)
                    Where were you?
          
                                WAYNE
                    Oh, kind of all over, you know.
          
                                RACHEL
                        (tense)
                    No, Bruce, I don't. And neither did
                    a lot of people. People who thought
                    you were probably dead.
          
                                   WAYNE
                    You didn't?
          
                                RACHEL
                    I never quite gave up on you.
          
          Wayne looks at her.   Thinking.   Gestures towards the Bugati.
          
                                WAYNE
                    Rachel, all that... that's not me,
                    inside I'm... different. I'm-
          
                                RACHEL
                    The same great little kid you used
                    to be? Bruce, deep down, your friends
                    out there are great, too. It's not
                    who you are underneath...
                        (pokes his chest)
                    But what you do that defines you.
          
          Rachel moves past him.    Wayne stands there, eyes burning.
          
                                                                      73.
          
          INT. GORDON'S APARTMENT -- EVENING
          
          Gordon's pregnant wife, BARBARA tries to get their TWO-YEAR
          OLD to eat. Gordon KISSES her, picks up the trash.
          
          EXT. BACK ALLEY, GORDON'S APARTMENT -- CONTINUOUS
          
          Gordon sticks the lid on the trash can.    THUNDER rolls around.
          
                                FLASS (O.S.)
                    Gonna rain, huh?
          
                                GORDON
                    What do you want, Flass?
          
          Flass, leaning on his car, feigns offence.   Pulls a pint
          bottle from his pocket.
          
                                FLASS
                    How's Barbara? The kid?
          
          Gordon takes a drag, eyeing Flass coldly.
          
                                FLASS (CONT'D)
                    Another one on the way, right? Big
                    responsibility. And when you're on
                    a big case like Falcone... lot of
                    time away from here.
          
                                GORDON
                    Cut to it, Flass.
          
                                FLASS
                    Just saying it's good the case is
                    clear cut- you'll wrap it up easy.
          
          Flass finishes his bottle.   Throws it at the trash cans.
          
                                GORDON
                    You come around here making threats,
                    pretending to be liquored up... tells
                    me you're scared.
          
                                FLASS
                        (cold)
                    Take care of yourself, pal.
          
          Gordon watches him head back to his car.
          
                                BATMAN (O.S.)
                    Trouble?
          
          Gordon looks up: Batman is crouched in the fire escape.
          
                                                                  74.
          
                                 GORDON
                        (shrugs)
                    The scum's getting jumpy because you
                    stood up to Falcone.
          
                                BATMAN
                    It's a start. Your partner was at
                    the docks with Falcone.
          
                                GORDON
                    He moonlights as a low-level enforcer.
          
                                BATMAN
                    There was another man.   Testing the
                    drugs.
          
                                GORDON
                        (surprised)
                    It wasn't a buy- why risk opening a
                    package on the docks?
          
                                   BATMAN
                    Flass knows.
          
                                GORDON
                    He won't talk.
          
                                BATMAN
                    He'll talk to me.
          
          Gordon looks up.   Close on Batman, in the shadows.
          
                                GORDON
                    Commissioner Loeb set up a massive
                    task force to catch you. He thinks
                    you're dangerous.
          
                                BATMAN
                    What do you think?
          
          Gordon gets to his feet, dusts off his pants.
          
                                GORDON
                    I think you're trying to help...
          
          Gordon looks up.   But Batman is gone.
          
                                GORDON (CONT'D)
                    ...but I've been wrong before.
          
          EXT. CARGO SHIP, DOCKS -- NIGHT
          
          Three MEN walk through the canyons of shipping containers,
          checking the tags with a flashlight. They stop at one.
          
                                CUSTOMS AGENT
                    This is the one I'm talking about.
          
                                                                   75.
          
                                DOCK EMPLOYEE 1
                    What's your problem with it?
          
                                CUSTOMS AGENT
                    It shouldn't exist. This ship left
                    Singapore with 246 containers and
                    arrived with 247. Probably dead
                    illegals. You got a strong stomach?
          
          They HAUL the doors open. The Customs Agent looks inside:
          an industrial machine the size of a small van. His torch
          picks out the WAYNE INDUSTRIES logo on the side.
          
                                CUSTOMS AGENT (CONT'D)
                    What the hell is this thing?
          
          BEHIND HIM: Dock Employee 1 raises a SILENCED GUN. FIRES.
          Dock Employee 2 helps DRAG the body into the container.
          
          EXT. FALAFEL STAND, SURFACE STREET -- NIGHT
          
          Raining. Flass stuffs falafel into his mouth. Grabs a
          banknote from the VENDOR. Flass walks down a dark street...
          
          YANKED from the pavement, he's PULLED up between buildings,
          falafel falling, UP and UP until face-to-face with. The
          Batman. Rain pouring off his cowl. Holding Flass by his
          ankle. Flass is SCREAMING.
          
                                BATMAN
                    Who was with Falcone at the docks?
          
                                FLASS
                    I don't know, I swear to God-
          
                                   BATMAN
                    Swear to ME.
          
          Batman DROPS Flass three flights down on the wire.   PULLS
          TAUT- WHIPS him back up.
          
                                FLASS
                        (terrified whispers)
                    I never knew his name... never...
                    Sometimes shipments went to this guy
                    before they went to the dealers-
          
                                   BATMAN
                    Why?
          
                                FLASS
                    There was something else in the drugs,
                    something hidden-
          
                                   BATMAN
                    What?
          
                                                                     76.
          
                                FLASS
                    I don't know- something! I never
                    went to the drop-off- it's in the
                    Narrows- cops can't go into the
                    Narrows except in force...
          
                                  BATMAN
                    Batman can.
          
          EXT. THE NARROWS -- NIGHT
          
          AN ISLAND IN GOTHAM RIVER: a ramshackle LABYRINTH of crumbling
          public housing, makeshift additions GROWING LIKE FUNGUS AROUND
          AN INSANE ASYLUM. A walled city. Slick with rain.
          
          Batman LANDS, CROUCHING, looking at the windows of a WAREHOUSE
          built around the supports of the MONORAIL tracks.
          
          EXT. WAREHOUSE, SHANGHAI -- MOMENTS LATER
          
          Batman slips through a louver, drops SILENTLY to the floor
          amidst. By the freight elevator is a massive shipping crate.
          Batman leaps up onto its lid- pries it open.
          
          Inside: the industrial machine the size of a small van.
          Batman sees the WAYNE INDUSTRIES logo and a number: M-EMIT.42B
          
          NOISES. Batman melts into the shadows. THREE MEN enter.
          Two are the Dock Employees. The third is Crane.
          
                                DOCK EMPLOYEE 1
                    The boss wants you to keep it in the
                    asylum until the time comes.
          
                                CRANE
                    Fine, leave the body.   Torch the
                    place. No traces.
          
          The Thugs pull the Customs Agent's body out then push the
          crate onto the elevator. Crane notices RAIN spattering off
          the open louver. He steps towards it. Thug 2 turns from
          the elevator holding a Molotov cocktail. LIGHTS it-
          
          A cord WRAPS around the BOTTLE- YANKS it into the shadows.
          Its fuse is EXTINGUISHED. The Thugs STARE at the darkness.
          
          Batman RIPS from the shadows- Thug 1 pulls a gun- Batman
          SMASHES his arm to the ground. Thug 2 moves in from the
          side- is DROPPED by a fast elbow to the neck.
          
          Batman turns to Crane- now wearing his MASK. Carne's hand
          FLASHES towards Batman, who DODGES a small puff of SMOKE.
          Batman moves for Crane- COUGHS, CHOKES- losing BALANCE-
          GASPING... Batman looks at Crane, sees a monster: FLAMING
          EYES, ELONGATED LIMBS, SPINNING like a DERVISH...
          
                                                                    77.
          
          Batmen REELS, in the throws of a hallucination. Crane SMASHES
          the BOTTLE over him, soaking him with GASOLINE... Batman
          LURCHES for the windows, IMAGES ASSAULTING his mind:
          
          INSERT CUT: BATS EXPLODE from the DARK CREVICE-
          
          Batman TURNS to Crane.   Who holds a FLAMING LIGHTER.
          
                                CRANE (CONT'D)
                    Need a light?
          
          Crane TOSSES the lighter at Batman... who BURSTS into FLAMES.
          
          INSERT CUT: Ra's Al Ghul OPENS his BOX- BATS BURST FORTH-
          
          Batman, IN FLAMES, SPINS- LEAPS desperately at the windows-
          
          EXT. WAREHOUSE, THE NARROWS -- CONTINUOUS
          
          Batman SMASHES through the window, CLOAK ABLAZE... FALLING...
          tries to ACTIVATE his CLOAK- but only gets one side to POP
          OPEN... the deployed wing causes him to SPIRAL-
          
          INSERT CUT: Young Bruce FALLING, FALLING in the well shaft-
          
          Batman PLUMMETS, trailing flame, UNOPENED WING FLUTTERING
          with the violent FLAPPING of-
          
          BATS: SCREECHING, FLAPPING, FLUTTERING DARKNESS...
          
          Batman's STIFF WING HOOKS a RAILING- SLOWS him with a JOLT-
          RIPS- DROPPING him to the ground with a CRASH...
          
          Young Bruce HITS the dirt at the bottom of the SHAFT-
          
          ...and a SIZZLE, as wet pavement DAMPS the flames, GROANING,
          Batman ROLLS his burning batsuit along the asphalt.
          
          Batman, smoldering, LURCHES into an alley, raises his grapnel
          gun, FIRES up at the enclosed roof- RIDES up- PUNCHES his
          way through wire and metal, CRAWLS onto his back, STARING up
          at the skyscrapers of Gotham. Rain blurring his vision.
          
          Insert cut: Young Bruce watches his Father CRUMPLE-
          
          Batman FUMBLES at his belt.     Pulls out a tiny phone.
          
                                 BATMAN
                        (hoarse)
                    Alfred?! Alfred?!
          
          INT. ROLLS -- LATER
          
          Alfred DRIVES, looks through the rear-view mirror at Batman,
          who lies in the back, FLINCHING at invisible antagonists.
          
                                                                       78.
          
                                BATMAN
                    BLOOD! Alfred?! Blood! A sample-
                    take a sa- sample- poisoned...
          
          To Batman- the car is FILLED WITH BATS... Mefistofle rises...
          
          Young Bruce in the throws of his PANIC ATTACK GULPS AIR-
          turns to his Father, LOOKS him in the eye and CONDEMNS HIM-
          
                                YOUNG BRUCE
                        (shouting)
                    We HAVE to go NOW, Dad!!
          
          Young Bruce DRAGS his parents from their seats...
          
          INT. MASTER BEDROOM, WAYNE MANOR -- MORNING
          
          Wayne awakes. Shivering. Red-eyed from crying.      Alfred
          sits at his bedside, watching over him.
          
                                 WAYNE
                        (hoarse)
                    How long did I sleep?
          
                                 ALFRED
                    Two days.   It's your birthday.
          
                                WAYNE
                    It was some kind of gas... I only
                    breathed the slightest amount...
          
                                ALFRED
                    I dread to think, sir, what would've
                    happened if you'd had a lungful.
          
                                WAYNE
                    I've felt those effects before...
                    but this was much more potent.
          
                                ALFRED
                    I took a blood sample and sent it to
                    a laboratory known discreet both
                    discreet...
                        (hands Wayne paper)
                    ...and prompt bloodwork.
          
                                BRUCE
                        (reading)
                    Protein-based compounds... might be
                    possible to work up an antidote.
          
                                ALFRED
                    Shall I contact Wayne Pharmaceutical?
          
                                BRUCE
                    I've got a better idea.
          
                                                                   79.
          
          INT. APPLIED SCIENCES DIVISION -- DAY
          
          Fox looks over the toxicology report.   Looks up at Wayne.
          
                                FOX
                    This was in your blood?
          
                                WAYNE
                    It's some kind of weaponized
                    hallucinogen. Administered in aerosol
                    form.
          
                                FOX
                    Mr.Wayne, you are definitely hanging
                    out at the wrong clubs.
          
                                WAYNE
                    Could you synthesize an antidote?
          
                                FOX
                    Well, the hallucinatory compounds
                    can be balanced... but this receptor's
                    a compound I've never seen before.
          
                                WAYNE
                        (reaches for paper)
                    So you can't.
          
                                FOX
                        (snatches it away)
                    Did I say that? I just want you to
                    know how hard it's gonna be.
          
          Fox puts the report on his desk.
          
                                WAYNE
                    Do you know what a Wayne Industries
                    M-Emit42B is?
          
                                 FOX
                    No.   But she will...
          
          Fox starts typing on his computer
          
                                 FOX (CONT'D)
                    Oh.
          
                                 WAYNE
                    What?
          
                                FOX
                    It won't tell us...
                        (turns to Wayne)
                    It must be a defense prototype.
          
                                WAYNE
                    Could you find out?
          
                                                                    80.
          
                                FOX
                    I'll make a couple calls... I still
                    have a couple friends in defense.
          
          INT. D.A.'S OFFICE -- AFTERNOON
          
          Gordon finds it.   Knocks.   Rachel looks up from her desk.
          
                                RACHEL
                    Sergeant Gordon?
          
                                 GORDON
                    Councilor.   Thanks for seeing me.
          
          Gordon enters, shuts the door behind himself.
          
                                GORDON (CONT'D)
                        (they shake hands)
                    Will Finch go the distance on Falcone?
          
                                RACHEL
                    He'll have to because of the press.
          
                                GORDON
                    What about Judge Phelan?
          
                                RACHEL
                    Someone gave me leverage.
          
                                 GORDON
                    Who?
          
                                RACHEL
                    I'd rather not say.
          
                                 GORDON
                        (shrugs)
                    There's a loose thread on the Falcone
                    case- I want to see what unravels
                    higher up. I'm told you can be
                    trusted.
          
                                RACHEL
                    Who told you that?
          
                                 GORDON
                        (smiles)
                    I'd rather not say.
          
          Rachel looks at Gordon, sizing him up.
          
                                RACHEL
                    Gordon, we're working for a masked
                    vigilante. Maybe from a rival gang.
          
                                                                  81.
          
                                GORDON
                    My gut says he's okay. And he's
                    getting things moving in this town.
          
                                RACHEL
                    And when he gets bolder with success?
                    Goes too far?
          
                                GORDON
                    Councilor, this guy took down a dozen
                    of Gotham's most vicious wiseguys
                    single-handed and without killing
                    one of them- he's plenty bold already.
          
                                RACHEL
                    If he takes a life... it's on us.
          
          Gordon looks at her. Nods. A KNOCK at the door. Wayne
          puts his head around the door. Rachel stares at him.
          
                                WAYNE
                    I'm sorry, I'll come back.
          
                                GORDON
                    I was just leaving, Mr.Wayne.
          
                                WAYNE
                    I'm sorry, have we..?
          
                                GORDON
                    Gordon. Sergeant. No, I just
                    recognized you. From your pictures.
          
          Wayne nods.   Gordon looks at Rachel, nods goodbye.
          
                                RACHEL
                        (cold)
                    What do you want, Bruce?
          
                                WAYNE
                    I wanted to invite you a party-
          
                                 RACHEL
                    A party.   Great. Just what I need...
          
                                WAYNE
                    Today's my birthday.    And I wanted
                    to apologize.
          
                                RACHEL
                    You don't owe an apology, Bruce.
                    You are who you are. It' simple.       I
                    don't have the right to expect
                    anything more.
          
                                                                       82.
          
                                WAYNE
                    I thought you could never quite give
                    up on me.
          
                                RACHEL
                    Is the party at the house?     I miss
                    it.
          
                                WAYNE
                    I hate the place.     I'd tear it down
                    if I could.
          
                                RACHEL
                        (appalled)
                    Bruce, don't say that.
          
                                WAYNE
                    The place is nothing without the
                    people who made it what it was. Now
                    there's only Alfred.
          
                                 RACHEL
                    And you.
          
          Rachel looks at him.   An ASSISTANT sticks her head in.
          
                                ASSISTANT
                    It's Falcone. They moved him to
                    Arkham Asylum on suicide watch.
          
                                RACHEL
                    Who authorized that?!
          
                                ASSISTANT
                    Judge Bentley, on the advice of the
                    head psychiatrist, Dr.Jonathan Crane.
          
          Rachel starts getting her things together.
          
                                RACHEL
                    Get Crane there right now- don't
                    take no for an answer... and call
                    Dr.Lehmann, we'll need our own
                    assessment on the Judge's desk by
                    morning.
          
          The Assistant nods, leaves.     Rachel heads for the door.
          
                                RACHEL (CONT'D)
                    Guess I won't make your party...
          
                                WAYNE
                    You're going to Arkham now?     It's in
                    the Narrows, Rachel.
          
          Rachel gives him a look.
          
                                                                     83.
          
                                RACHEL
                    You have yourself a great time- some
                    of us have work to do.
          
          She hurries past him.   Stops.   Turns.   Looks at him, softer.
          
                                RACHEL (CONT'D)
                    Happy Birthday, Bruce.
          
          She races down the steps.    Wayne watches her go, thinking.
          
          INT. MAIN HALL, WAYNE MANOR -- LATER
          
          Wayne hurries through the hall. Alfred in pursuit.     Tables
          of food and decoration fill the hall.
          
                                ALFRED
                    But Master Wayne, the guests will be
                    arriving.
          
          Wayne turns.
          
                                WAYNE
                    Keep them happy until I arrive.
                    Tell them that joke you know.
          
          Wayne hurries off.   Alfred watches him go, exasperated.
          
          INT. STUDY -- CONTINUOUS
          
          Wayne steps to the piano, hits 4 notes- the bookcase SWINGS-
          OPEN. Wayne steps through.
          
          INT. STONE STAIRCASE -- CONTINUOUS
          
          Wayne descends. Arrives at the top of a wrought iron SPIRAL
          STAIRCASE, steps onto the dumb waiter at its center.
          
          Wayne pulls a lever, RELEASING the lift which PLUMMETS
          VERTIGINOUSLY DOWN the CENTER of the SPIRALING stair.
          
          INT. BATCAVE -- CONTINUOUS
          
          The lift hits the bottom with a great RATTLE of crimes.
          Wayne moves to a PADLOCKED BOX. Opens it: the BAT SUIT hangs
          there- a PHANTOM, black eyes STARING back at him.
          
          He reaches for it.
          
          EXT. ARKHAM ASYLUM, THE NARROWS -- EVENING
          
          Rachel's car crosses the bridge to the Narrows.
          
          INT. CRANE'S OFFICE, ARKHAM ASYLUM -- MOMENTS LATER
          
          Rachel sits in front of Crane at his desk..
          
                                                                      84.
          
                                CRANE
                    Ms.Dodson, there's nothing to add to
                    the report I filed with the judge.
          
                                RACHEL
                    Well, I have questions about your
                    report.
                        (off look)
          
                                RACHEL (CONT'D)
                    Such as, is it unusual for a 58-year
                    old man with no history of mental
                    illness to have a complete psychotic
                    break?
          
                                CRANE
                    Yes. But this is a mental asylum
                    for the criminally insane. The
                    unusual is usual here.
          
          EXT. ARKHAM ASYLUM -- CONTINUOUS
          
          The GLOWING WINDOW of Crane's office. Batman, crouched on
          the fence, adjusts mikes in the ears of his cowl.
          
          INT. CRANE'S OFFICE -- CONTINUOUS
          
                                RACHEL
                    But isn't it convenient for Falcone
                    to suddenly develop these symptoms
                    when he's about to be indicted?
          
                                CRANE
                    There's nothing convenient about his
                    symptoms, Miss Dodson.
                        (smiles, sympathetic)
                    Look, I doubt we're even supposed to
                    be having this conversation, but off
                    the record...
          
          Crane RISES, motioning.
          
          INT. CORRIDOR, ARKHAM ASYLUM -- CONTINUOUS
          
          An ORDERLY talking to a NURSE.   Crane leads Rachel past.
          
                                CRANE
                    We're not talking about a few easily-
                    manufactured eccentricities.
          
          Crane stops at a door. Motions Rachel to look: Falcone
          STRAPPED to the bed. He STARES at the door, mumbling.
          
                                FALCONE
                    Scarecrow... s-scarecrow... s-s...
          
                                                                    85.
          
                                RACHEL
                    What's "scarecrow"?
          
                                 CRANE
                    Patients suffering delusional episodes
                    often focus their paranoia onto an
                    external tormentor, usually one
                    conforming to the Jungian archetypes.
                        (shrugs)
                    In this case, a scarecrow.
          
          EXT. ARKHAM ASYLUM -- CONTINUOUS
          
          Batman, upside down, CLINGS to the wall above the window at
          the end of the corridor. He RACKS AUDIO FOCUS THROUGH the
          Orderly's conversation, SETTLING on Crane's voice.
          
          INT. CORRIDOR, ARKHAM ASYLUM -- CONTINUOUS
          
          Rachel looks at Falcone, mumbling, delusional.
          
                                RACHEL
                    He's drugged.
          
                                CRANE
                        (nods)
                    Psychopharmacology is my primary
                    field- I'm a strong advocate.
          
          Crane turns to Falcone.   Staring.
          
                                CRANE (CONT'D)
                    Outside, he was a giant. In here,
                    only the mind can grant you power.
          
                                RACHEL
                    You enjoy the reversal.
          
                                CRANE
                        (shrugs, smiles)
                    I respect the mind's power over the
                    body. It's why I do what I do.
          
                                RACHEL
                        (hard)
                    And I do what I do to put scum like
                    Falcone behind bars, not in therapy.
                    I want my own psychiatric consultant
                    to have full access to Falcone,
                    including bloodwork to find out
                    exactly what you have him on.
          
          Crane stares at her.   Shrugs.
          
          INT. ELEVATOR -- CONTINUOUS
          
          Crane steps in, Rachel follows.    He puts a key into the panel.
          
                                                                      86.
          
                                CRANE
                    First thing tomorrow, then.
          
                                RACHEL
                    Tonight. I've already paged
                    Dr.Lehmann over at County General.
          
          Crane turns the key.
          
                                   CRANE
                    As you wish.
          
          The elevator descends.    The doors open onto:
          
          INT. DESERTED WING, SUB-LEVEL ARKHAM ASYLUM -- CONTINUOUS
          
          A long, decrepit corridor. Water dripping, clearly disused.
          Crane steps off the elevator. Rachel follows, perturbed.
          
          INT. ABANDONED REFECTORY -- CONTINUOUS
          
          Rachel follows Crane into a vast room:
          
          Tables stretch off into the room, covered in bags of powder,
          scales, aluminum barrels and DOZENS OF INMATES working the
          powder, refining it.
          
          Armed THUGS look up, curious.    Crane surveys the room.
          
                                CRANE
                    This is where we make the medicine.
                    Perhaps you should have some. Clear
                    your head.
          
          He turns, but Rachel is gone.    Crane smiles...
          
          INT. DERELICT CORRIDOR, DISUSED WING -- CONTINUOUS
          
          Rachel RACES into the elevator...
          
          INT. ELEVATOR -- CONTINUOUS
          
          Rachel HITS the 2nd floor button. Nothing. She HITS all
          the buttons, floors the alarm... all dead without the key.
          
          The door opens to Crane's MASKED FACE.    He reaches out-
          
                                   CRANE
                    Boo.
          
          A small puff of GAS sprays from his sleeve.      Rachel RECOILS,
          coughing, choking. She looks up at Crane:
          
          The eyeholes of the burlap mask are FLAMING.
          
          Rachel SCREAMS.
          
                                                                      87.
          
          INT. ABANDONED REFECTORY, ARKHAM ASYLUM -- CONTINUOUS
          
          The Thugs DRAG Rachel into the room. The inmates stare
          blankly, clearly drugged. Crane turns Rachel's reluctant
          face to look up at his mask. She GULPS PANIC BREATHS-
          
                                CRANE
                    Who knows you're here?
          
          Rachel SHAKES her head.
          
                                   CRANE (CONT'D)
                    WHO KNOWS?!!
          
          Rachel PULLS away, BURYING her head in her arms.
          
          THE LIGHTS GO OUT.
          
          The Thugs look around, unnerved.      Crane PULLS OFF his mask.
          
                                CRANE (CONT'D)
                        (fascinated)
                    He's here.
          
                                   FIRST THUG
                    Who?
          
                                   CRANE
                    The batman.
          
          The Thugs exchange nervous glances.
          
                                FIRST THUG
                    What do we do?
          
                                CRANE
                    What anyone does when a prowler comes
                    around.
                        (off look)
                    Call the police.
          
          The First Thug looks at crane.
          
                                SECOND TECHNICIAN
                    You want the cops here?
          
                                CRANE
                    At this point, they're irrelevant.
                    But the batman... he has a talent
                    for disruption. Let the cops wrangle
                    him.
          
                                CRANE (CONT'D)
                    Force him outside, the police will
                    take him down.
                        (indicates inmates)
                    Get them out of here.
          
                                                                     88.
          
                                FIRST THUG
                        (indicates Rachel)
                    What about her?
          
                                CRANE
                    She's gone. I gave her a concentrated
                    dose. The mind can only take so
                    much.
          
                                SECOND THUG
                    The things they say about him... Can
                    he really fly?
          
          EXT. ARKHAM ASYLUM -- CONTINUOUS
          
          Batman's cape FLUTTERS as he SWINGS down two stories, LANDING
          at the high windows of the derelict corridor.
          
          INT. ABANDONED REFECTORY -- CONTINUOUS
          
                                THIRD THUG
                    I heard he can disappear-
          
          Crane backs into the shadows, smiling at the Third Thug.
          
                                CRANE
                    We'll find out, won't we?
          
          The Thugs move either side of the door... GLASS SMASHES,
          across the room- a Shadow drops from a high window. Rachel
          SCREAMS. The two thugs advance through the darkness.
          
          Second thug is GRABBED from above- PULLED UP, SCREAMING,
          into the blackness of the rafters.
          
          The First Thug peers up into the darkness, gun aimed.
          
          A SHADOW DESCENDS, SHOUTING- First Thug FIRES- the Shadow
          CRUMPLES onto him. It is the Second Thug- First Thug ROLLS
          the body off, SCRAMBLES to his feet- Batman STRIKES him from
          behind, KNOCKING him unconscious.
          
          SIRENS outside, close.
          
          Batman looks at Rachel-
          
          Crane BURSTS from the shadows, arm high, aimed at Batman's
          face- Batman grabs his arm, DUCKING away from the puff of
          GAS from Crane's sleeve... Batman SPINS Crane, RIPPING off
          his mask, WRENCHES his arm around to his own face, RIPS.
          Crane's jacket open and pulls out the BLADDER full of toxin.
          
                                BATMAN
                    Taste of your own medicine, doctor?
          
          Crane's eyes go wide as Batman SQUEEZES the bladder and a
          choking cloud of dust sprays into Crane's face...
          
                                                                    89.
          
          Crane falls to the ground, CHOKING.
          
          Batman turns him over, pulls his face up to meet his.
          
                                BATMAN (CONT'D)
                    Who are you working for?!
          
          Crane's eyes are wide with TERROR.
          
          Batman is a DEATH'S HEAD- black eyes, fangs.
          
                                CRANE
                    Ra's... Ra's... Al Ghul...
          
          Batman reacts, pulls Crane tighter.
          
                                BATMAN
                    Ra's Al Ghul is dead, Crane! Who
                    are you really working for? CRANE!!!
          
          But Crane just STARES at him, EYES GLAZING- MIND FLYING-
          IMAGES CASCADING THROUGH HIS FEVERED BRAIN...    Crane smiles.
          
                                CRANE
                    Dr. Crane isn't here right now, but
                    if you'd like to make an appointment-
          
          Sirens outside.   Batman TURNS to Rachel.   Through her eyes:
          
          Batman is a towering HORNED, WINGED DEMON...
          
          Rachel LASHES OUT at the demon with all her might... Batman
          applies a GRIP to her neck that renders her unconscious.
          
                               COP (over bullhorn)
                    BATMAN. PUT DOWN YOUR WEAPONS AND
                    SURRENDER. YOU ARE SURROUNDED.
          
          Batman RISES, carrying Rachel.
          
          EXT. ARKHAM ASYLUM -- CONTINUOUS
          
          POLICE CARS surround the building. COPS have guns drawn,
          WAITING. STAFF emerge, blinking, from the darkened asylum.
          Flass and Gordon arrive. Flass shouts at the Uniforms:
          
                                FLASS
                    What're you waiting for?!
          
                                 UNIFORMED COP
                    Backup.
          
                                 FLASS
                    Backup?!
          
          Flass gestures at the DOZEN police cars outside the building.
          
                                                                     90.
          
                                  UNIFORMED COP
                     The batman's in there. SWAT's on
                     the way, but if you want to go now...
                         (smiles)
                     I'm right behind you, sir.
          
          Flass turns to Gordon.    Shrugs.
          
                                 FLASS
                     SWAT's on the way.
          
          Gordon shakes his head.    Approaches the front doors.
          
          INT. DERELICT CORRIDOR, DISUSED WING -- CONTINUOUS
          
          Batman carries Rachel, cloak BILLOWING in his wake.
          
          INT. LOBBY, ARKHAM ASYLUM -- CONTINUOUS
          
          Gordon moves through the dark, gun drawn, eyes FLICKING to
          terrified NURSES who make their way to the front door.
          
          EXT. ARKHAM ASYLUM -- CONTINUOUS
          
          SWAT OFFICERS pour out of vans, RACE up the front steps.
          
          INT. CORRIDOR, ARKHAM ASYLUM -- CONTINUOUS
          
          Gordon tries the elevator- it is dead.    He enters the STAIRS.
          
          INT. LOBBY, ARKHAM ASYLUM -- CONTINUOUS
          
          The SWAT team BURSTS in- FLASHLIGHTS on RIFLES SCAN the
          darkness...
          
          INT. STAIRWELL, ARKHAM ASYLUM -- CONTINUOUS
          
          Gordon locks down the stairwell- the way down to the disused
          wing is fenced off. He heads up- and is GRABBED and SWUNG
          OUT into the stairwell. Batman holds him as they ROCKET
          UPWARDS.
          
                                   GORDON
                     What-!
          
          Batman covers Gordon's mouth- down below: the door SMASHES
          OPEN- SWAT team lights CROSS the darkened stairwell. Batman
          PULLS Gordon into the rafters. Gordon turns, FURIOUS- sees:
          
          Rachel.   Lying in a storage space/open attic.   Twitching:
          
                                 GORDON (CONT'D)
                         (whispering)
                     What's happened to her?
          
                                                                  91.
          
                                BATMAN
                    Crane poisoned her with his toxin.
                    He was the third man at the docks.
          
                                GORDON
                    Let me take her down to the medics-
          
                                BATMAN
                    They can't help her.     But I can.
          
          THE LIGHTS COME ON- bleaching the stairwell- Batman, Rachel
          and Gordon are in the shadow of the attic.
          
          Batman reaches down to his boot. Presses a SWITCH in the
          heel, producing a barely audible HIGH-FREQUENCY WHINE.
          
                                BATMAN (CONT'D)
                        (indicates Rachel)
                    I need to get her the antidote before
                    the damage becomes permanent.
          
                                GORDON
                    How long does she have?
          
                                BATMAN
                    Not long.
          
          EXT. ARKHAM ASYLUM -- CONTINUOUS
          
          A strange SQUEALING SOUND rises. Flass looks around, curious.
          A dark CLOUD crosses the moon... not a regular cloud...
          
          INT. STAIRWELL, ARKHAM ASYLUM -- CONTINUOUS
          
                                BATMAN
                    Get her downstairs, meet me in the
                    alley on the Narrows side.
          
                                GORDON
                    How will you get out?
          
                                BATMAN
                        (indicates his boot)
                    I called for backup. Crane's been
                    refining his toxin, stockpiling it.
          
                                GORDON
                    What was he planning?
          
                                BATMAN
                    I don't know, but he's been working
                    for someone else.
          
          Gordon frowns at the loud SQUEALING noise.
          
                                                                    92.
          
                                GORDON
                    What is that?
          
                                 BATMAN
                    Backup.
          
          EXT. ARKHAM ASYLUM -- CONTINUOUS
          
          Flass SCREAMS- Cops DIVE for cover as BATS- thousands upon
          thousands- DESCEND on the Asylum, HEADING for the windows-
          
          INT. CORRIDOR, ARKHAM ASYLUM -- CONTINUOUS
          
          Windows SHATTER INWARDS as bats POUR into the building-
          
          EXT. ARKHAM ASYLUM -- CONTINUOUS
          
          Gordon covers Rachel as he carries her down the steps.
          
          INT. ARKHAM ASYLUM -- CONTINUOUS
          
          Bats FLOOD into the bright stairwell, SOARING UP past the
          cowering SWATS, a BLACK MAS RISING, DARKENING the stairwell.
          
          Batman amidst the bats. Calm. Pulls the sounder out of his
          heel, leans over the stairwell and DROPS it...
          
          Bats CYCLONE down the stairwell, FOLLOWING the signal. Batman
          JUMPS into the center of the black cyclone- HIDDEN FALLING...
          
          INT. CORRIDOR, ARKHAM ASYLUM -- CONTINUOUS
          
          Batman OPENS his cloak with a JOLT- lands HARD. He moves
          calmly through the bats, slipping past COWERING SWATS, moving
          past cell doors. Inmates STARE, wide-eyed out their windows
          as he passes. Batman turns to a cell door, pulls a small
          package out of his utility belt...
          
          INT. CELL -- CONTINUOUS
          
          Two inmates FLINCH as the door lock BLASTS open and the door
          is KICKED In- Batman STRIDES across the cell between them...
          
                                 BATMAN
                    Excuse me-
          
          And BLASTS the window of their cell.   He SLIDES out... one
          Inmate turns to the other.
          
                                LUNATIC
                    What'd I tell ya?
          
          EXT. SIDE STREET -- CONTINUOUS
          
          Gordon lowers Rachel to the asphalt.   She STIRS.
          
                                                                      93.
          
                                   BATMAN (O.S.)
                    How is she?
          
          Gordon looks up to see Batman standing there.
          
          A SEARCHLIGHT from a chopper blasts them. Batman GRABS
          Rachel. Gordon points back to the street.
          
                                   GORDON
                    Take my car.
          
                                BATMAN
                    I bought mine.
          
          Batman has disappeared into the dark end of the alley.
          
                                   GORDON
                    Yours?
          
          BLINDING HEADLIGHTS FLARE.    A MASSIVE ENGINE ROARS-
          
          Gordon DIVES out of the way as-
          
          The BATMOBILE comes flying out of the darkness... the matte-
          black, muscularity of the stealth-finished "car" BLOWS by.
          Gordon's jaw drops.
          
                                GORDON (CONT'D)
                    I gotta get me one of those.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Batman DRIVES. Rachel, COMING TO, hangs on, TERRIFIED. A
          COP CAR pulls across the alley- Batman hits the accelerator.
          
          EXT. ALLEY -- CONTINUOUS
          
          The Batmobile SPEEDS towards the cop car-
          
          INT. COP CAR -- CONTINUOUS
          
          The Cops GAWP at the Batmobile, BRACING-
          
          EXT. ALLEY -- CONTINUOUS
          
          The Batmobile SMASHES into the cop car, huge front tires
          CRUSHING the bonnet, BOUNCING the Batmobile right over the
          cop car in a messy display of brute force.
          
          EXT. SURFACE STREETS, GOTHAM -- CONTINUOUS
          
          The Batmobile TEARS left, and ACCELERATES down the street...
          
          INT. CRUSHED COP CAR -- CONTINUOUS
          
          The Cops are scrunched down.      One of them GRABS the radio.
          
                                                                  94.
          
                                COP 1
                    He's in a vehicle!
          
                                DISPATCHER (over radio)
                    Make and color?
          
                                COP 1
                    It's a black...
                        (turns to partner.
                         who shrugs)
                    ...tank.
          
                                DISPATCHER (over radio)
                    Tank?
          
          EXT. SURFACE STREETS, GOTHAM -- CONTINUOUS
          
          The Batmobile WEAVES around traffic, DODGING freeway supports.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Rachel BRACES against the dash, BREATHING FAST, staring at
          the road ahead... through her eyes:
          
          SPEED: pure, visceral SENSATION- lights STREAKING, columns
          FLASHING past at unthinkable velocity-
          
                                BATMAN
                    You've been poisoned.     Stay calm.
          
          He looks at an intricate GPS display, then at the road ahead.
          
          EXT. SURFACE STREETS, GOTHAM -- CONTINUOUS
          
          The Batmobile RACES along- JUMPS lights, nimbly DODGING
          through the cross-traffic. Two Cop Cars join the pursuit
          from the cross streets, lights BLAZING, sirens BLARING.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Batman spots the Cops on a rear-view monitor, FLIPS a switch.
          
          EXT. SURFACE STREETS, GOTHAM -- CONTINUOUS
          
          The Batmobile DROPS SPIKE STRIPS onto the road... the Cop
          Cars hit them- tires EXPLODE- rims light SPARKS as they GRIND,
          skidding SIDEWAYS, one laying into the other.
          
          Up ahead: the Batmobile SLALOMS outside of the freeway
          supports, ROLLS over the sidewalk, NIPS back into the roadway.
          
          INT. CRUISER -- CONTINUOUS
          
          An IMPATIENT COP is on the radio.
          
                                COP 3
                    At least tell me what it looks like...
          
                                                                    95.
          
          His eyes WIDEN: the Batmobile ROARS past.    A shadowy MONSTER.
          
                                  COP 3 (CONT'D)
                    Never mind.
          
          EXT. SURFACE STREETS, GOTHAM
          
          The Batmobile comes out from under the elevated freeway and
          is hit by a SPOTLIGHT from a CHOPPER.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Batman glances at a row of BUTTONS- each one a tiny SCREEN
          showing different views. Batman PUSHES one- that view flicks
          onto the main display. Rachel is HYPERVENTILATING.
          
                                BATMAN
                    Breath slowly. Close your eyes.
          
          She does so.   For an instant.
          
                                RACHEL
                    That's worse!
          
          EXT. STREETS, GOTHAM -- CONTINUOUS
          
          Three Cop Cars pull across the intersection in a ROADBLOCK.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Batman SPOTS the ROADBLOCK in front. Touches the GPS screen-
          the map becomes THREE-DIMENSIONAL (heights of building, levels
          of streets). Batman SKIDS into a turn-
          
          EXT. SURFACE STREETS, GOTHAM -- CONTINUOUS
          
          The Batmobile SKIDS through the entrance to a multi-level
          PARKING GARAGE- TAKING OUT the ticket machine and barrier.
          
          INT. PARKING GARAGE -- CONTINUOUS
          
          The Batmobile RACES upwards through the structure, the car's
          enormous width TAKING OUT PILLARS at every turn.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Rachel FLINCHES AWAY from the pillars-
          
                                RACHEL
                    What're you doing?!!
          
                                  BATMAN
                    Shortcut.
          
                                                                   96.
          
          INT. PARKING GARAGE -- CONTINUOUS
          
          Cop Cars SMASH into DOWNED PILLARS in the Batmobile's wake.
          
          EXT. ROOF, PARKING GARAGE -- CONTINUOUS
          
          The Batmobile ROARS out onto the top level, and is LIT UP by
          the CHOPPER.
          
          The Batmobile REVERSES into a spot marked "COMPACT", CRUSHING
          the cars either side, then RACES forward... Cop Cars emerge
          onto the roof, BLOCKING THE ONLY WAY DOWN... The Batmobile
          SCREECHES to a HALT-
          
          INT. BATMOBILE -- CONTINUOUS
          
          Batman glances at his 3-d GPS.   Then looks at Rachel.
          
                                COP 3 (over loudspeaker)
                    TURN OFF YOUR ENGINE!
          
          She recoils, TERRIFIED by his mask, clawing at her harness.
          Batman puts his gloved hand on her frantic arms.
          
                                BATMAN
                    Trust me.
          
          Batman SLIDES into the FRONT DRIVING POSITION, body PRONE as
          if riding a motorcycle, head in a glass POD between the front
          wheels. He HITS a button.
          
          EXT. ROOF, PARKING GARAGE -- CONTINUOUS
          
          CANNONS emerge from the nose of the Batmobile- BLASTING the
          far wall... the massive JET ENGINE at the back IGNITES, its
          mouth ADJUSTING... FLAPS on the front and REAR of the car,
          FLARE OUT like a PYTHON spreading its neck...
          
          The Cops STARE. The Batmobile ROCKETS FORWARD... heading
          for the GAP in the far wall... accelerating...
          
          INT. BATMOBILE -- CONTINUOUS
          
          Rachel SCREAMS- Batman HITS another button-
          
          EXT. ROOF, PARKING GARAGE -- CONTINUOUS
          
          An INVERTED SPOILER JAMS INTO THE AIRSTREAM at the front of
          the car, BUMPING it just off the ground, a RAMPLESS JUMP-
          
          EXT. ROOFTOPS -- CONTINUOUS
          
          The Batmobile JUMPS OFF the parking garage, soaring over a
          thirty-foot gap to LAND HEAVILY on a neighboring FLAT ROOF.
          
          The Cops STARE at one another, open-mouthed.
          
                                                                  97.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Batman YANKS the steering left, hits the BOOST-
          
          EXT. ROOFTOPS -- CONTINUOUS
          
          The Batmobile TURNS- ROCKETS for the edge of the roof...
          SHOOTS over the gap to the next roof, CHOPPER IN PURSUIT.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Batman checks his 3-D GPS, ROCKETS forward, aiming at the
          next roof, a PITCHED CHATEAU-STYLE TILE ROOF.
          
          EXT. STREETS BELOW -- CONTINUOUS
          
          Corp Cars SHOOT along, paralleling the rooftop chase...FROM
          BELOW: the Chopper SWOOPS LOW over the buildings... A GLIMPSE
          of the Batmobile as it LEAPS across to the next building...
          
                                COP 4 (over radio)
                    We're on him, we're on him...
          
          EXT. ROOFTOPS -- CONTINUOUS
          
          The Batmobile lands on the PITCHED ROOF, racing along at a
          PRECARIOUS ANGLE, TILES SLIDING off the roof in its wake.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Batman's forward-slung position is GYROSCOPICALLY BALANCED-
          he is the only vertical element in the angled car.
          
          EXT. ROOFTOPS -- CONTINUOUS
          
          Chased by the LOW-FLYING chopper, the Batmobile SWERVES up
          over the GABLES, roof CRUMBLING in its wake, RACING for the
          end of the roof which PARALLELS an ELEVATED FREEWAY.
          
          The Batmobile rockets forward- JUMPS THE LAST GABLE... DROPS
          onto the elevated FREEWAY, TRAFFIC SWERVING to avoid it.
          
          EXT. SURFACE STREETS -- CONTINUOUS
          
          Cop Cars see the Batmobile disappear onto the freeway above.
          
                                COP 4
                    Dammit!
          
          INT. BATMOBILE -- CONTINUOUS
          
          Batman's display shows a RADAR SWEEP and PLOTS a course
          through the differing speeds of the lanes. He pilots, LEANING
          left and right like a motorcyclist...
          
                                                                     98.
          
          EXT. FREEWAY -- CONTINUOUS
          
          The Batmobile SWERVES- the Chopper's light stays trained.
          TRAFFIC gets heavier. Cop Cars are CLOSING IN from behind...
          
          INT. BATMOBILE -- CONTINUOUS
          
          Batman lifts himself back into the REAR DRIVING POSITION-
          THROTTLES BACK- KILLS all the lights, and the ENGINE.
          
          EXT. FREEWAY -- CONTINUOUS
          
          The Batmobile DROPS BACK, DARK... the Chopper LOSES IT.    The
          Batmobile CRUISES across the lanes, a WRAITH.
          
          INT. BATMOBILE -- CONTINUOUS
          
          SILENCE, but for the steady WHINE of the ELECTRIC MOTOR.
          Rachel BREATHES in the sudden quiet. Eyes flickering.
          
          EXT. FREEWAY HEADING OUT OF GOTHAM -- CONTINUOUS
          
          The Batmobile SLICES across lanes, a SHADOW only visible
          BREAKING the GLARE of other cars' HEADLIGHTS. The Cop Cars
          pull forward, driving parallel, an empty lane between them.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Rachel stares at Batman in the intimate quiet.   Her eyes are
          glaring. Her breathing is shallow.
          
                                BATMAN
                        (quiet)
                    Stay with me.
          
          INT. COP CAR -- CONTINUOUS
          
          The Cop turns left to look at the other Cop Car.
          
                                   COP 3
                    Where'd he-?
          
          He sees, between his car and the next, a BLACK SHAPE.
          
                                   COP 3 (CONT'D)
                    THERE HE IS!
          
          INT. BATMOBILE -- CONTINUOUS
          
          The SPOTLIGHT hits the car- Batman HITS a button- the main
          engine ROARS to life- Batman SLIPS into the prone position-
          Hits the BOOST.
          
          EXT. FREEWAY -- CONTINUOUS
          
          The Batmobile SHOOTS forward from between the two Cop Cars.
          
                                                                  99.
          
          INT. COP CAR -- CONTINUOUS
          
          The Batmobile's JET WASH BLASTS the windscreen, SHATTERING
          it, the Cop throws his hands in front of his face-
          
          EXT. FREEWAY -- CONTINUOUS
          
          The Cop Car SPINS out of its lane, SLAMMING into the guard
          rail as the Batmobile RACES ahead, weaving through traffic.
          
          The Batmobile slides onto a TIGHTLY-CURVING EXIT RAMP...
          FLIES off the ramp, JUMPING DOWN onto the frontage road below.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Batman KILLS the lights, running on NIGHT VISION. Rachel's
          eyes flicker at the EERIE green view of ghostly trees, her
          breathing FASTER and still more SHALLOW.
          
                                 BATMAN
                    Hold on.   Just hold on.
          
          Batman YANKS A LEVER-
          
          EXT. SMALL TURNOFF -- CONTINUOUS
          
          A ground ANCHOR DIGS into the road, WHIPPING the Batmobile
          RIGHT in a HARD TURN, down a small turnoff... the Chopper
          LOSES the Batmobile, pursuing Cop Cars BLAZE PAST the turnoff.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Rachel, crying, looks at the monstrous shapes of the trees:
          
          FLICKERING, jagged tree shapes SPIN past DIZZYINGLY.
          
                                  BATMAN
                    Rachel?    Rachel?!
          
          No reply. Up ahead: a LOOKOUT over a river gorge. Batman
          PUSHES the Batmobile, SPEEDING towards the lookout. Rachel's
          glazes eyes REGISTER the danger- she TWISTS, PANICKED...
          
          EXT. WOODED PATH -- CONTINUOUS
          
          The Batmobile ROCKETS off the edge of the lookout, over the
          gorge, FLYING STRAIGHT AT THE FACE OF A WATERFALL.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Rachel SCREAMS as they SPLASH INTO THE FACE OF THE WATERFALL-
          
          INT. CAVERNS -- CONTINUOUS
          
          -AND EMERGE THROUGH THE CURTAIN OF WATER into the BATCAVE.
          
                                                                  100.
          
          The Batmobile's ground ANCHORS hook a steel CABLE, spinning
          an INERTIA REEL bolted to the cave wall, YANKING the car to
          a halt like a jet landing on an aircraft carrier.
          
          INT. BATMOBILE -- CONTINUOUS
          
          Rachel BOUNCES in her seat.    PASSED OUT.
          
          INT. BATCAVE -- CONTINUOUS
          
          The canopy of the Batmobile hisses open in three complex
          sections, like insect wings IMPLODING. Batman LIFTS Rachel
          from the cockpit, steps down onto wet shale... CARRIES her
          into the damp blackness of the caverns.
          
          Cloak BILLOWING in his wake, he heads for the GLOW of his
          work table. Gently lays Rachel on the table. RACKS up the
          scaffold to his computer station. A CONTAINER sits there
          with paperwork from Fox. Batman opens it, removes a VIAL.
          He plugs it into a pneumatic SYRINGE, puts the syringe between
          his teeth- GLIDES off the scaffold, LANDING beside Rachel.
          He INJECTS her in the biceps.
          
          Batman steps back, watching Rachel's breathing SLOW.
          
          INT. ABANDONED REFECTORY, ARKHAM ASYLUM -- CONTINUOUS
          
          Gordon surveys the scene: COPS and SWATS dig through the
          mess, interviewing Inmates and sifting rubble. A DETECTIVE
          sits in a cell doorway examining Crane's mask. Crane is
          huddled in the corner, STARING.
          
                                GORDON
                    Is he cooperating?
          
                                DETECTIVE
                    If by cooperating you mean chewing
                    his way through three sets of
                    restraints, then yes, he's
                    cooperating. Did we catch the batman?
          
          Gordon tries not to smile.
          
                                GORDON
                    Nope.
          
          A cop hurries over.
          
                                COP
                    Sir, there's something you should
                    take a look at...
          
          INT. DERELICT BATH HOUSE, ARKHAM ASYLUM -- CONTINUOUS
          
          Tiled baths and hydrotherapy equipment. A POOL in the center.
          The Cop leads Gordon to the edge... A massive HOLE has been
          dug through the bottom.
          
                                                                       101.
          
              Dozens of ALUMINUM BARRELS sit alongside. Gordon climbs
              down, PEERS into the hole... A TORRENT of water runs at the
              bottom.
          
                                     GORDON
                         Looks like they tapped the mains...
          
              Gordon looks at the dozens of aluminum barrels.    Realizing.
          
                                     GORDON (CONT'D)
                         Get me somebody at the water board!
          
              INT. BATCAVE -- LATER
          
              Rachel's eyes flicker open to the cavernous damp darkness.
              She sees BATS banging high above. CLOSES her eyes again.
          
                                     RACHEL
                             (under her breath)
                         Oh. My. God.
          
                                     BATMAN (O.S.)
                         How do you feel?
          
              His voice ECHOES as if spoken from al shadows at once.
          
                                      RACHEL
                             (hoarse)
                         Where are we?
          
              Nothing.
          
                                     RACHEL (CONT'D)
                         Why did you bring me here?
          
                                     BATMAN
                         If I hadn't... your mind would now
                         be lost. You were poisoned.
          
              Rachel thinks.., concentrating.., remembering.
          
                                     RACHEL
                         I remember... nightmares.     This...
                         face, this... mask.
                             (realizes)
                         Crane. It was Crane-
          
              Rachel STRUGGLES off the table, trying to stand.
          
                                     RACHEL (CONT'D)
                         I have to tell the police- we've got-
          
              She SLIPS- Batman is there, CATCHING her.
          
                                      BATMAN
                         Rest.   Gordon has Crane.
          f
          
                                                                   102.
          
          In his arms she looks up at him- he lays her gently back
          onto the table. Retreats into shadow.
          
                                RACHEL
                    Is Sergeant Gordon your friend?
          
                                BATMAN
                    I don't have the luxury of friends.
          
          Rachel watches this dark shadow hover just outside the light.
          
                                RACHEL
                    Why did you save my life?
          
                                BATMAN
                    Gotham needs you.
          
                                RACHEL
                    And you serve Gotham?
          
                                BATMAN
                    I serve justice.
          
          Rachel STARES at the solitary shadow.   Fascinated.   Pitying.
          
                                RACHEL
                    Perhaps you do.
          
          Batman steps into the light. Holding a pneumatic syringe
          and two vials. Rachel stares at him.
          
                                BATMAN
                    I'm going to give you a sedative.
                    You'll wake up back at home...
          
          Batman holds up the two vials.
          
                                BATMAN (CONT'D)
                    And when you do, get these to Gordon,
                    and Gordon alone. Trust no one.
          
                                RACHEL
                    What are they?
          
                                BATMAN
                    The antidote. One for Gordon to
                    inoculate himself, the other to start
                    mass-production.
          
          Batman hands Rachel the vials.    She looks at him, curious.
          
                                BATMAN (CONT'D)
                    Crane was just a pawn. He was working
                    for someone else.
          
                                                                 103.
          
                                RACHEL
                        (remembering)
                    Ghul... something Al Ghul...
          
                                BATMAN
                    Ra's Al Ghul. It's not him.    He's
                    dead.
          
                                RACHEL
                    How do you know?
          
                                BATMAN
                    I watched him die.
          
          Batman approaches with the syringe. Rachel offers her arm.
          Batman injects her. Her eyes close. Batman removes his
          cowl. Wayne stands above the sleeping Rachel. Stares at
          her for an inexpressibly lonely moment.
          
          INT. BATH HOUSE, ARKHAM ASYLUM -- CONTINUOUS
          
          Gordon is on the phone-
          
                                GORDON
                    Someone's been dumping a dangerous
                    contaminant into the supply from
                    this location for days, maybe weeks-
          
          INT. CONTROL ROOM, WATER BOARD -- CONTINUOUS
          
          Two TECHNICIANS sit there, one on the phone to Gordon. A
          large screen in front of them maps the water supply of Gotham.
          
                                TECHNICIAN
                    If that's true then it's already
                    spread through the whole system.
                    But no one's reported any effects...
          
          INT. BATH HOUSE, ARKHAM ASYLUM -- CONTINUOUS
          
          Gordon looks around, thinking, frustrated.
          
                                GORDON
                    It must be like chlorine or fluoride-
                    harmless to drink, but when you
                    breathe it it's deadly... look,
                    wake up your boss, see if there's a
                    way to flush out the system.
          
          Gordon hangs up. Frustrated. Notices something.   A large
          SHIPPING CRATE. He turns to the Cop.
          
                                GORDON (CONT'D)
                    Open that up.
          
                                                                     104.
          
          INT. STUDY, WAYNE MANOR -- EVENING
          
          Wayne emerges from the bookcase. The noise of a PARTY outside
          the door. Alfred is there waiting, dinner jacket over his
          arm. Wayne grabs the shirt- dressing hastily.
          
                                WAYNE
                    Rachel's sedated.    You can take her
                    home.
          
                                ALFRED
                    Very good, sir.
          
                                WAYNE
                    Is Fox still here?
                        (Alfred nods)
                    Tell you staff to stop serving drinks
                    and move everybody on after the cake.
          
          Alfred nods. Wayne moves to the door. Alfred STOPS him.
          Hands him a towel, gesturing at his face: Wayne is still
          wearing BLACK MAKEUP around his eyes.
          
          INT. MAIN HALL, WAYNE MANOR -- CONTINUOUS
          
          Hundreds of GUESTS.   Music.   Tables groaning with food
          
                                   FEMALE GUEST (O.S.)
                    There he is!
          
          Guests look up- Wayne WADES INTO the throng, GRINNING and
          GLAD-HANDING. The band strikes up with "Happy Birthday",
          Wayne spots Fox at the buffet.
          
          EXT. SIDE ENTRANCE, WAYNE MANOR -- CONTINUOUS
          
          As sounds from the party drift over, Alfred gently arranges
          the unconscious Rachel on the rear seat of the car. He frowns
          as Rachel's legs get stuck. He looks up to see a PARTY GUEST,
          cigarette in hand, staring, curious.
          
                                 ALFRED
                        (smiles)
                    A little the worse for wear, I'm
                    afraid.
          
          Alfred YANKS Wayne's gold clubs to one side, rachel settles.
          
          INT. MAIN HALL, WAYNE MANOR -- CONTINUOUS
          
          Guests are leaving. Wayne works the room, charming, but
          distracted... heading to Fox.
          
                                WAYNE
                    Any word on that... item.
          
          Fox nods, glances around.    Leans in, conspiratorial.
          
                                                           105.
          
                                FOX
                    A contact in heavy weapons tipped me
                    off- it's a microwave emitter. It
                    vaporizes water.
          
          Wayne thinks.
          
                                WAYNE
                    Could you sue it to put a biological
                    agent into the air?
          
                                FOX
                    Sure, if the water supply were
                    poisoned before you vaporized it.
          
          Wayne takes this in.    Grave.   Nods at Fox.
          
                                EARLE (O.S.)
                    Happy Birthday, Bruce.
          
          Wayne turns to Earle.
          
                                WAYNE
                    Mr.Earle, good of you to come.
          
                                 EARLE
                        (smiles)
                    Not everybody thought you'd make it
                    this far.
          
                                WAYNE
                    Sorry to disappoint.     How did the
                    stock offering go?
          
                                EARLE
                    Very well- the price soared.
          
                                WAYNE
                    Who was buying?
          
                                EARLE
                    A variety of funds and brokerages...
                    it's all a bit technical- the key
                    thing is, our company's future is
                    secure.
          
          Wayne nods.   Gestures to fox.
          
                                WAYNE
                    Have you met Lucius Fox?
          
                                EARLE
                    Of course, Lucius, how are you?
          
                                                                    106.
          
                                WAYNE
                    Fox is showing me the ropes down at
                    Applied Sciences... he's a great
                    untapped resource at our company,
                    aren't you, Mr.Fox?
          
          Fox shoots Wayne a look, but Wayne WINKS and moves off.
          
                                FOX
                    He's a good kid.
          
                                EARLE
                        (cold)
                    Fox, forget about kissing Wayne's
                    ass to get back in- I'm merging
                    Applied Sciences with central
                    archiving and you're top of the early
                    retirement list...
                        (smiles at reaction)
                    Didn't you get the memo?
          
          INT. BATH HOUSE, ARKHAM ASYLUM -- CONTINUOUS
          
          Gordon and the other Cops STARE at the MICROWAVE EMITTER.
          
                                COP
                    What the hell is it?
          
          Gordon turns to the SWAT team members.
          
                                GORDON
                    I don't know, but nobody gets near
                    it, understand? We're closing the
                    bridges, locking down the whole
                    island.
          
          INT. BEDROOM, RACHEL'S APARTMENT -- CONTINUOUS
          
          Rachel STIRS. On her bed fully clothed. Trying to remember
          a strange dream. She sees the two vials of antidote sitting
          on her bedside table. HURRIES to her feet.
          
          INT. MAIN HALL, WAYNE MANOR -- CONTINUOUS
          
          Wayne moves across the party, heading for the study... An
          ELDERLY SOCIETY DAME grabs him-
          
                                SOCIETY DAME
                    Bruce, there's somebody here you
                    simply must meet...
          
                                WAYNE
                    Mrs Delane, I can't just now...
          
          She TURNS Wayne to face an ASIAN MAN in his fifties.
          
                                                                  107.
          
                                SOCIETY DAME
                    Now, am I pronouncing it right..?
          
          In the Asian Man's buttonhole is a DOUBLE-BLOOMED BLUE POPPY.
          
                                  SOCIETY DAME (CONT'D)
                    Mr.Al Ghul?
          
          The Asian Man nods.   Wayne STARES at him.
          
                                WAYNE
                    You're not Ra's Al Ghul.    He's dead.
          
          The Society Dame laughs nervously, confused.
          
                                VOICE (O.S.)
                    But is Ra's Al Ghul immortal..?
          
          Wayne TURNS.   Standing there.   Smiling.   Ducard.
          
                                DUCARD
                    Are his methods supernatural..?
          
                                WAYNE
                        (understanding)
                    Or cheap parlor tricks to conceal
                    your trues identity.., Ra's?
          
          Ducard (THE REAL RA'S AL GHUL) smiles acknowledgment.
          
                                DUCARD/RA'S AL GHUL
                    Surely you don't begrudge me dual
                    identities?
          
          Ra's Al Ghul walks Wayne through the dwindling party.
          
                                RA'S AL GHUL
                    I've been admiring your work, even
                    as it's interfered with my plans...
          
          Ra's Al Ghul looks at Wayne with a tinge of sadness.
          
                                RA'S AL GHUL (CONT'D)
                    You were my greatest student...
                    until you betrayed me.
          
          Wayne notices CERTAIN GUESTS staring at him: members of the
          League of Shadows. Wayne looks at the departing Guests.
          
                                WAYNE
                    Your quarrel is with me.    Let these
                    people go.
          
                                RA'S AL GHUL
                    As you wish. But they don't have
                    long to live- your antics at the
                    Asylum have forced my hand...
          
                                                                     108.
          
                                WAYNE
                    Crane was working for you.
          
                                 RA'S AL GHUL
                    His toxin is derived from the organic
                    compound in our blue poppies. Crane
                    was able weaponize the compound. A
                    brilliant scientist, but no visionary.
                    He just wanted money and power-
                        (smiles)
                    I told him the plan was to hold the
                    city to ransom... but, in fact-
          
                                WAYNE
                    You're going to unleash Crane's poison
                    on the entire city...
          
                                RA'S AL GHUL
                        (nods, serious)
                    Then watch Gotham tear itself apart
                    through fear...
          
          EXT. BRIDGE TO THE NARROWS/ARKHAM ASYLUM -- CONTINUOUS
          
          COP CARS BLOCK the bridge. Police in RIOT GEAR, some on
          HORSEBACK. Rachel argues with a POLICE OFFICER.
          
                                POLICE OFFICER
                    Orders are, no one crosses-
          
                                RACHEL
                    Officer, I'm a Gotham City District
                    Attorney with information relevant
                    to this situation- so let me pass.
          
          Rachel brushes past him.   He follows, shaking his head.
          
          INT. LIBRARY, WAYNE MANOR -- CONTINUOUS
          
          Wayne and Ra's enter.   The library is empty of guest.
          
                                WAYNE
                    You're going to destroy millions of
                    lives.
          
                                RA'S AL GHUL
                    No. Billions of lives. Gotham is
                    just the beginning. The world will
                    watch in terror as the greatest city
                    falls. Anarchy and chaos will
                    spread... mankind will ravage itself,
                    the species will be culled and the
                    balance of nature restored. The
                    planet will be saved for all species.
          
          Wayne stares at Ra's appalled.
          
                                                                   109.
          
                                WAYNE
                    You're inhuman.
          
                                RA'S AL GHUL
                    Don't question my humanity, Bruce-
                    when I found you in that fetid hole
                    you were lost. I saved you- I showed
                    you a path and took away your fear-
                    I made you what you are.
                        (stares at Wayne)
                    And in return... you attacked me and
                    burned my home...
          
          Ra's looks up at his MEN in the gallery.   Nods.   The Men
          start SETTING FIRE TO THE DRAPES.
          
                                RA'S AL GHUL (CONT'D)
                    Since then, you've used my skills
                    and techniques to interfere with my
                    plans, plans in which you were
                    supposed to play a part...
          
                                WAYNE
                    What part was that, Ra's? To put my
                    company at your disposal? To obtain
                    your microwave emitter and plant it
                    somewhere in Gotham?
          
                                RA'S AL GHUL
                        (smiles, nods)
                    You were supposed to be Gotham's
                    destroyer... instead you became her
                    only protector.
          
                                WAYNE
                    You underestimate Gotham.
          
                                RA'S AL GHUL
                    You underestimate Gotham's corruption-
                    we've infiltrated every aspect of
                    the city's infrastructure...
          
          INT. BATH HOUSE, ARKHAM ASYLUM -- CONTINUOUS
          
          Four SWATS are guarding the Emitter. One of them checks his
          watch. Gives a signal to the SECOND SWAT who nods and starts
          priming the machine... The Third SWAT turns-
          
                                 THIRD SWAT
                    Hey!   What the hell are you-
          
          PHUUUT. The Fourth SWAT has shot him with a silenced pistol.
          Moving with military precision, the three Ninja/SWATS don
          gas masks place explosive charges along the wall.
          
                                                                      110.
          
          INT. MONORAIL STATION -- CONTINUOUS
          
          The TRAIN DRIVER checks his watch.     Hits the INTERCOM.
          
                                TRAIN DRIVER (over loudspeaker)
                    This train is no longer in service.
          
          PASSENGERS groan, get to their feet.
          
          INT. LIBRARY, WAYNE MANOR -- CONTINUOUS
          
          The FLAMES ARE RISING.    SMOKE GATHERING at the ceiling...
          
                                RA'S AL GHUL
                    Gotham is helpless without you.
                    That's why I'm here.
          
                                   WAYNE
                    To kill me?
          
          Ra's Al Ghul looks at Wayne.     Emotional.
          
                                RA'S AL GHUL
                    To bring you back to us, Bruce. The
                    world will need great men like you-
          
                                WAYNE
                    To take power.
          
                                RA'S AL GHUL
                    This is not about power... this is
                    about saving the planet before man
                    destroys it with his greed, with his
                    pollution, with his weaponry...
          
          Ra's holds out his hand. A Ninja THROWS him a SWORD. He
          HANDS it to Wayne, placing the point at his own throat.
          
                                RA'S AL GHUL (CONT'D)
                    You still doubt me? Apply a few
                    pounds of pressure... buy your
                    precious city a reprieve.
          
          Ra's looks into Wayne's eyes with absolute conviction.
          
                                RA'S AL GHUL (CONT'D)
                    Kill me. Then you'll understand how
                    simple it is to do what's necessary.
          
          Wayne holds the sword at Ra's throat.     Thinking.   Ra's stares
          at Wayne with absolute conviction.
          
                                WAYNE
                    I will not take life.     I will not be
                    a part of this.
          
                                                                     111.
          
                                RA'S AL GHUL
                    But you already are. You've given
                    Gotham a potent symbol of fear...
          
                                WAYNE
                    I frighten criminals.
          
                                RA'S AL GHUL
                    You frighten everybody. A giant
                    vengeful bat? What better apocalyptic
                    symbol to haunt Gothams' dreams as
                    panic takes hold?
          
          Wayne stares at Ra's Al Ghul.     Pulls the sword away from his
          throat.
          
          Ra's Al Ghul looks at him, contemptuous.      Pulls at the handle
          of his cane, producing a SWORD.
          
                                RA'S AL GHUL (CONT'D)
                    Then die with Gotham-
          
          Ra's STRIKES Wayne's sword from his throat- lays into him,
          sword in one hand, CANE/SHEATH in the other-
          
          EXT. ARKHAM ASYLUM -- CONTINUOUS
          
          Gordon turns.   Rachel is there.   He nods.
          
                                   GORDON
                    How are you?
          
                                 RACHEL
                    Better.   Thank you.
          
                                GORDON
                    Thank the Batman.
          
                                RACHEL
                    I already did.
                        (reaches into pocket)
                    He sent me with doses of the antidote
                    for you...
          
          INT. BATH HOUSE, ARKHAM ASYLUM -- CONTINUOUS
          
          The Ninja/SWATS crouch away from the back wall.     One of them
          HITS a DETONATOR.
          
          A controlled EXPLOSION BLASTS a large hole in the back wall-
          
          EXT. ARKHAM ASYLUM -- CONTINUOUS
          
          The Cops react to the EXPLOSION- Gordon RACES into the
          building...
          
                                                                   112.
          
                                RACHEL
                    Gordon, wait!
          
          INT. BATH HOUSE, ARKHAM ASYLUM -- CONTINUOUS
          
          Gordon and his men appear at the door to the room- the
          Ninja/SWATS are moving the Emitter through the hole in the
          wall- Gordon OPENS FIRE- the First Ninja/Swat turns to the
          second, SIGNALS...
          
          The Second Ninja/Swat ACTIVATES the Emitter- A PULSE OF ENERGY
          RIPPLES FROM THE MACHINE...   PIPES/TAPS/DRAINS EXPLODE with
          pressurized STEAM- Gordon DIVES for cover-
          
          EXT. ARKHAM ASYLUM -- CONTINUOUS
          
          Manhole covers EXPLODE, RELEASING GEYSERS of STEAM. FIRE
          HYDRANTS EXPLODE, HISSING with steam- Cops hit the deck...
          
          INT. WATER BOARD CONTROL ROOM -- CONTINUOUS
          
          An ALARM SOUNDS- the Technician points at a DOT on the map.
          
                                TECHNICIAN
                    What's that?!
          
                                SECOND TECHNICIAN
                    Some kind of pressure under the
                    Narrows... like the water's...
                        (confused)
                    ...boiling.
          
                                TECHNICIAN
                    Did the valves hold?
          
                                SECOND TECHNICIAN
                    Yeah, it's contained. For now.
          
          EXT. BRIDGE TO ARKHAM/NARROWS -- CONTINUOUS
          
          Cops STARE at the cloud of FOG rising from the island.
          
          INT. LIBRARY, WAYNE MANOR -- CONTINUOUS
          
          Ra's throws himself at Wayne with FEROCITY and SKILL- Wayne
          PARRIES, THRUSTS...
          
          WAVES of flame ROLL across the high ceiling as the great
          room approaches flashover point...
          
          Wayne PRESSES Ra's back under the gallery... Ra's THRUSTS,
          OFF BALANCE- Wayne dodges- Ra's goes DOWN- Wayne holds his
          sword at Ra's throat...
          
                                WAYNE
                    Perhaps you taught me too well.
          
                                                                   113.
          
          Ra's looks up at Wayne with a sly smile.
          
                                RA'S AL GHUL
                    Or perhaps you'll never learn-
          
          A section of the BURNING GALLERY DROPS onto Wayne.
          
                                RA'S AL GHUL (CONT'D)
                    -to mind your surroundings as well
                    as your opponent.
          
          Ra's RISES. Looks down at Wayne, unconscious, PINNED under
          BURNING TIMBERS. Firelight flickers on Ra's' face as he
          sheathes his sword/cane.
          
                                RA'S AL GHUL (CONT'D)
                    Rest easy, friend.
          
          Ra's turns, walks out of the flaming library.
          
          EXT. FRONT DOOR, WAYNE MANOR -- CONTINUOUS
          
          Ra's walks out of the burning building.    Motions to a Ninja.
          
                                RA'S AL GHUL
                    No one comes out. Make sure.
          
          He walks towards a waiting HELICOPTER.    Another Ninja follows.
          
                                RA'S AL GHUL (CONT'D)
                    Is everything ready?
          
                                NINJA 2
                    They created a smokescreen in the
                    Narrows- and they're moving the
                    emitter into place for your run.
          
          INT. MONORAIL TRACK ABOVE FOGBOUND NARROWS -- CONTINUOUS
          
          The Train Driver looks down at Arkham as he pulls overhead
          with his empty train. He STOPS the train above the Narrows.
          
          INT. BATH HOUSE, ARKHAM ASYLUM -- CONTINUOUS
          
          Thick clouds of WHITE FOG fill the room.   Gordon is CHOKING...
          
          RACHEL GRABS HIS ARM-
          
                                RACHEL
                    Gordon, it's me! It's Rachel!      I
                    have the antidote! Gordon-
          
          Gordon RIPS his arm away- COUGHING, SPLUTTERING... he STARES
          into the BLINDING WHITE... TERRIFIED, adrenaline kicking in-
          Rachel SHAKES Gordon, FUMBLING with the pneumatic syringe.
          
                                                                    114.
          
                                RACHEL (CONT'D)
                    Stay calm... I can help you...
          
          Gordon looks at the needle, panicked.    Then at her face...
          
          INT. LIBRARY, WAYNE MANOR -- CONTINUOUS
          
          Wayne, unconscious, PINNED by burning timbers, FLAMES RISING.
          
          EXT. SIDE DOOR, WAYNE MANOR -- CONTINUOUS
          
          A Ninja guards the side door, STARING into the flames...
          
          WHACK! He goes down... ALFRED is standing there, nine iron
          in hand. He looks down at the Ninja.
          
                                ALFRED
                    I sincerely hope you're not from the
                    fire department.
          
          Alfred rushes in to the burning house.
          
          INT. LIBRARY, WAYNE MANOR -- CONTINUOUS
          
          Alfred moves to Wayne, tries in vain to shift the BURNING
          WOOD from Wayne's chest. He moves to Wayne's face. SLAPS
          IT, HARD.
          
                                ALFRED
                    Master Wayne! Master Wayne!!
          
          Wayne's eyes flicker open.   He PUSHES, but can't move.
          
                                ALFRED (CONT'D)
                        (exasperated)
                    Sir, whatever is the point of all
                    those push-ups if you can't even-
          
          Wayne GLARES at Alfred, FORCES the weight from his chest.
          
          INT. STUDY -- CONTINUOUS
          
          Wayne and Alfred push through the burning room.    Wayne JABS
          at the flaming piano keys...
          
          INT. WROUGHT IRON SPIRAL STAIRCASE -- CONTINUOUS
          
          Alfred and Wayne CRAWL onto the lift.
          
          EXT. WAYNE MANOR -- CONTINUOUS
          
          The burning house COLLAPSES..
          
          INT. WROUGHT IRON SPIRAL STAIRCASE -- CONTINUOUS
          
          Smoke and flame EXPLODES through the passage- Alfred YANKS
          the lever DROPPING them out of the heat- they SPEED DOWN...
          
                                                                   115.
          
          INT. BATCAVE -- CONTINUOUS
          
          LANDING HARD. Smoldering. Wayne STARES up the SPIRAL: high
          above, SPARKS and firelight. The CRASH of collapsing TIMBERS
          echoes down as WAYNE MANOR DIES. Tears form in Wayne's eyes.
          
                                WAYNE
                        (whispers)
                    What have I done, Alfred? Everything
                    my family... everything my Father
                    and his father built...
          
          Alfred struggles to pull himself to a standing position.
          
                                 ALFRED
                        (hoarse)
                    The Wayne legacy is more than bricks
                    and mortar, sir.
          
          Wayne stares up at the glowing shaft.   Lost in his despair.
          
                                WAYNE
                    I thought I could... help Gotham...
                    but I've failed...
          
          Alfred makes a futile show of dusting down his jacket.
          
                                ALFRED
                    And why do we fall, sir?
          
          Wayne looks at Alfred's bruised, smudged, yet dignified face.
          
                                ALFRED (CONT'D)
                    So that we might better learn to
                    pick ourselves up.
          
          Wayne looks up at his old friend.
          
                                WAYNE
                    Still haven't given up on me?
          
          Alfred offers him a trembling hand.
          
                                ALFRED
                        (conviction)
                    Never.
          
          Wayne takes Alfred's hand.   Gets up.
          
          EXT. THE FOGBOUND NARROWS -- CONTINUOUS
          
          Ninjas in gas masks move the Emitter into position UNDER THE
          MONORAIL TRAIN. The bind it into a HOIST.
          
          EXT. THE NARROWS -- CONTINUOUS
          
          Rachel injects Gordon.   He stares into her eyes, questioning.
          
                                                                    116.
          
                                 RACHEL
                    Breathe.   Just breathe.
          
          NOISES draw Gordon's frightened eyes to shape of COPS choking
          on the fog, SHOUTING. FIGHTING. Rachel pulls Gordon to his
          feet- heads for the hole in the wall...
          
                                 RACHEL (CONT'D)
                    Come on.
          
          EXT. BRIDE TO ARKHAM/NARROWS -- CONTINUOUS
          
          Loeb and a LIEUTENANT get out of a car at the blockade.
          Starring across: FOG HANGS OVER THE ISLAND.
          
                                LOEB
                    What in God's name is going on in
                    there?
          
          EXT. THE NARROWS -- CONTINUOUS
          
          As Rioters FLIT past through the fog either side, Rachel
          DRAGS Gordon into a doorway... She looks up into the fog.
          Sees the Ninjas hoisting the emitter up to the monorail...
          
          INT. FOGBOUND ARKHAM ASYLUM -- EVENING
          
          An INMATE at the window of his cell. A CLUNK- he turns- his
          cell door is OPEN. He looks out into the corridors...
          
          INT. MIST-FILLED CORRIDOR, ARKHAM ASYLUM -- CONTINUOUS
          
          Crane, in ScareCrow mask, RINGS down the corridor, LAUGHING,
          unlocked each door in turn.
          
                                INMATE
                        (to himself)
                    Scarecrow.
          
          Inmates emerge from their cells, confused.
          
          INT. THE BATCAVE -- CONTINUOUS
          
          CLOSE ON: black scalloped GAUNTLETS thrust onto purposeful
          hands. A dark CLOAK whipped around strong shoulders. A
          graphite COWL placed over an implacable face.
          
          A DARK FIGURE swallowed by the gloom.    BATS flutter as an
          ENGINE ROARS to life...
          
          EXT. WATERFALL -- CONTINUOUS
          
          MOVING IN on water tumbling hypnotically...
          
          The Batmobile EXPLODES through the water, ROCKETING onto the
          opposite bank.
          
                                                                    117.
          
          INT. HELICOPTER ABOVE FOGBOUND NARROWS -- CONTINUOUS
          
          Ra's Al Ghul puts on a gas mask as the helicopter descends.
          
          EXT. FOGBOUND NARROWS -- NIGHT
          
          Rachel sits up from Gordon. Hears something: a DRAGGING
          NOISE behind her. She turns, stepping away from Gordon...
          
          A HORSE emerges from the fog. Crane is riding; in Scarecrow
          mask. DRAGGING along behind, boot caught in the stirrup, a
          dead MOUNTED POLICEMAN. CRANE TURNS TO RACHEL.
          
                                   RACHEL
                    Crane!
          
          Crane shakes his head.
          
                                   CRANE
                        (hisses)
                    Scarecrow.
          
          EXT. BRIDGE TO ARKHAM/NARROWS -- CONTINUOUS
          
          Loeb with a LIEUTENANT, watching the fog hang over the island.
          
          They head a massive ENGINE, turn, BLINDED by headlights...
          the Batmobile RACES at the cordon, SHOOTS over the cars,
          clipping the roofs, Cops DIVING out of the way...
          
          EXT. ALLEY, FOGBOUND NARROWS -- CONTINUOUS
          
          The too-wide Batmobile RIPS metal sheets and drywall from
          both sides of the tiny alley- RIOTING INHABITANTS run
          SCREAMING- the Batmobile is heading for a dead end...
          
          EXT. COURTYARD, FOGBOUND NARROWS -- CONTINUOUS
          
          Crane GALLOPS towards Rachel and Gordon and STOPS. Rioters
          emerge behind them... he REARS UP to STAMP RACHEL AND GORDON-
          
          Rachel fires her taser, plugging Crane in the face- he JERKS,
          SPASM- the HORSE BOLTS, THROWING him, DRAGGING HIM OFF INTO
          THE FOG..
          
          Rachel watches him disappear.     Then sees the Lunatics closing
          in on all sides...
          
          The Batmobile SMASHES THROUGH THE WALL- Lunatics closing in
          on all sides...
          
          The Batmobile opens- Batman emerges- runs to Rachel...
          
          A BRICK smashes into Batman's head. He TURNS to the Rioters
          STARING at him, TERRIFIED. Batman RISES in the mist... to
          their eyes:
          
          Batman is a twelve-foot shadowy devil with WINGS...
          
                                                                 118.
          
          They fling bricks, bottles, fighting off the demon. Batman
          GRABS Rachel, FIRES his grappling gun up into the fog... it
          finds purchase- they SHOOT UP FROM THE MOB-
          
          EXT. ROOFTOP -- MOMENTS LATER
          
          Batman sets Rachel down, looks out at Gotham: the Narrows
          below steaming, burning, screaming. The rest of Gotham WAITS.
          
                                BATMAN
                    They're going to unleash the toxin
                    on the entire city. I have to find
                    the microwave emitter...
          
                                RACHEL
                    They were lifting a machine up to
                    the tracks...
          
          Batman TURNS to face Rachel, realizing-
          
                                BATMAN
                    Of course- the monorail. The track
                    runs directly over the water mains...
          
          Batman turns to the city, stares at the wide sweep of the
          monorail tracks. The "spoke" that lead in to Wayne Tower...
          
                                BATMAN (CONT'D)
                    He's going to drive that thing
                    straight into Wayne Tower and blow
                    the main hub, creating enough toxin
                    to blanket the entire city...
          
          INT. MONORAIL TRAIN -- CONTINUOUS
          
          Ra's Al Ghul climbs onto the train with three MASKED NINJAS.
          The narrow-band emitter fills the front car. Pulsing with
          energy. Ra's moves to the driver's position...
          
          EXT. THE NARROWS -- CONTINUOUS
          
          Gordon looks up- the train moves overhead... as it passes,
          manhole covers EXPLODE in its wake, sending up fresh GEYSERS
          of STEAM... Gordon watches the train go... starts RUNNING...
          
          INT. CONTROL ROOM, WATER BOARD -- CONTINUOUS
          
          ALARMS sound- the Technician looks at the map- lights FLASH.
          
                                   SECOND TECHNICIAN
                    What's that?
          
                                TECHNICIAN
                    The pressure's increasing... and
                    it's... Moving.
          
                                                                   119.
          
          EXT. ROOFTOP -- CONTINUOUS
          
          Batman stands at the edge- looks at the IMPOSSIBLE DROP to
          the moving monorail train...
          
                                 RACHEL
                    Wait!
          
          Batman TURNS. Rachel stares at his eyes in the black cowl,
          reaches up to his face.
          
                                RACHEL (CONT'D)
                    You could die. At least tell me
                    your name.
          
          Batman turns.   Looks back at her.
          
                                BATMAN
                    It's not who I am underneath...
                        (touches his chest)
                    But what I do that defines me.
          
          Rachel steps forward, recognizing her own words, REALIZING-
          
                                 RACHEL
                    Bruce-
          
          But he is already FALLING...
          
          EXT. OVER GOTHAM -- CONTINUOUS
          
          Batman FREE FALLS, cloak flapping, sliding his gloves into
          the activating pockets...
          
          The cloak goes RIGID- SMASHING THE WIND LIKE A PARACHUTE...
          Batman's arms CONTROL his cloak, not simply arresting his
          fall, but GLIDING GRACEFULLY like a hand glider...
          
          He eyes the moving train and NOSES DOWN, ACCELERATING-
          
          INT. MONORAIL TRAIN -- CONTINUOUS
          
          Ra's pulls off his mask, watching the city speed around him.
          
          INT. SEDAN ON THE BRIDGE TO THE NARROWS -- CONTINUOUS
          
          Flass is in the driver's seat, eating.   Gordon opens the
          door GRABS him-
          
                                 FLASS
                    What the-?
          
          -FLINGS him out onto the asphalt- PEELS OUT...
          
                                                                    120.
          
          EXT. GOTHAM -- CONTINUOUS
          
          Batman STREAKS DOWN, CUTTING through the STEAM GEYSERS
          shooting up in the train's wake... the train SPEEDS through
          a station- Batman BANKS SHARPLY around the building...
          
          INT. CONTROL ROOM, WATER BOARD -- CONTINUOUS
          
          The Technician stares at the map: BLINKING LIGHTS reach CLOSER
          AND CLOSER to Wayne Tower...
          
                                SECOND TECHNICIAN
                    Pressure's building at the hub-
          
                                TECHNICIAN
                    Open all the run-off valves!
          
                                SECOND TECHNICIAN
                    They're already blown!
          
          The Technician, worried, looks at a PRESSURE GAUGE: the NEEDLE
          is moving steadily HIGHER, towards the RED ZONE...
          
          EXT. MONORAIL TRAIN -- CONTINUOUS
          
          The track ahead passes into an office building- Batman noses
          down- trying to get down onto the train before it reaches
          the building... Batman gets OVER the back of the train-it's
          at the mouth of the tunnel- he COLLAPSES his cloak- DROPS
          onto the train just as it BLASTS into the building-
          
          INT. TRAIN -- CONTINUOUS
          
          Ra's hears a THUMP. He nods at his Ninjas.     They move into
          the rear car, COCKING machine guns...
          
          EXT. TRAIN -- CONTINUOUS
          
          Batman lies on the roof- the train SPEEDS through the CANYONS
          of downtown Gotham... BULLETS tear through the roof, several
          HIT BATMAN- JOLTING him loose, spinning his SIDEWAYS-
          
          INT. TRAIN -- CONTINUOUS
          
          The ninjas see a SHADOW FALL FROM THE ROOF. One of them
          sticks his head up to check: nothing but fresh bullet holes.
          
          At the Ninjas' feet, UNNOTICED, a GRAPPLING HOOK sticks
          through the FLOOR of the train-
          
          EXT. SURFACE STREETS BELOW THE MONORAIL -- CONTINUOUS
          
          A small CROWD outside a store watch news on stacked T.V.'s.
          The train STREAKS overhead. People look up, SHOCKED to see-
          
          Batman HANGING FROM THE TRAIN BY HIS GRAPPLING CABLE, FLYING
          ALONG, 15 feet in the air, dodging STOPLIGHTS and AWNINGS...
          
                                                                 121.
          
          The Train crosses over a busy intersection- Batman FLIES
          over CARS, between tall TRUCKS... behind him, in the train's
          wake, manhole covers EXPLODE, fire hydrants BURST...
          
          Batman STRUGGLES to fasten his grappling gun into his utility
          belt, but he's being TOSSED too violently...
          
          Up ahead: more of Ra's Al Ghul's Ninjas ride in a truck,
          preceding the train, guarding the monorail supports.
          
          EXT. STREET BELOW THE MONORAIL -- CONTINUOUS
          
          In the truck, a Ninja puts a rocket-propelled grenade launcher
          on his shoulder, sighting Batman- the others aim their guns.
          
          A CURVE in the truck sends Batman SWINGING UP into the glass
          facade of a building, SMASHING ALONG THROUGH forty feet of
          plate glass... he clears the glass, looks ahead- sees the
          truck in his path, WEAPONS TRAINED ON HIM...
          
          The machine guns open up- the TRIGGER of the RPG is SQUEEZED-
          
          BLAM- with a SHUDDER the truck is KNOCKED SIDEWAYS by a
          SPEEDING unmarked sedan- the grenade MISFIRES into the cab...
          
          GORDON is at the wheel of the unmarked sedan- he DUCKS DOWN-
          the truck EXPLODES... Batman FLIES THROUGH THE FLAMES...
          
          On the other side, the track DEAD ENDS at another tunnel...
          
          Gordon looks up in time to see Batman LATCH the grappling
          gun into his belt- SHOOT UP, SKIRTING the lip of the tunnel...
          
          INT. TRAIN -- CONTINUOUS
          
          Batman JUMPS into the rear car- FIRES his grappling gun at a
          Ninja's leg, YANKS him DOWN...
          
          Ra's glances back from the front car, but can't see clearly.
          
          Batman DOWNS a Ninja with an ELBOW to the head. LEAPS for
          the door between cars- a Ninja in the front car LOCKS it-
          
          SMASH- Ra's TURNS to see Batman at the rear door, glass
          falling from the window, hands around the Ninja's THROAT...
          
                                RA'S AL GHUL
                    You!
          
          Batman DROPS the Ninja.    LEADS UP out of sight.
          
          INT. CONTROL ROOM, WATER BOARD -- CONTINUOUS
          
          ALARMS: The technician watches the blinking lights move CLOSE
          to the HUB... the pressure gauge needle tips into the RED-
          
                                                                    122.
          
                                FIRST TECHNICIAN
                    Everybody out! Out of the building!!
          
                                  SECOND TECHNICIAN
                    But-
          
                                FIRST TECHNICIAN
                    We're sitting on the hub- she's gonna
                    blow and blow big, understand?
          
          EXT. MONORAIL TRAIN -- CONTINUOUS
          
          Batman moves forward along the roof, cloak FLAPPING madly
          behind. Wayne Tower visible up ahead, the train STREAKING
          DIZZYINGLY through the tight CANYONS of Gotham...
          
          Ra's Al Ghul climbs up onto the roof at the front of the
          train. Standing tall before Gotham, long coat blowing around
          his legs. He marvels at Batman.
          
                                RA'S AL GHUL
                    You took my advice about theatricality
                    a bit literally, don't you think?
          
          He draws his sword from his cane. Batman LUNGES at Ra's,
          who SWINGS his sword at him- Batman PARRIES with his gauntlet,
          SPARKS striking off the metal scallops.
          
          The train SHOOTS through a building, the airflow WHUMPING
          down on the duelists...
          
          Ra's SWINGS his cane- Batman TRAPS it in his scallop- TWISTS
          his arm- sends the cane SPINNING away.
          
                                  RA'S AL GHUL (CONT'D)
                    Familiar...
          
          Ra's THRUSTS his sword at Batman's chest, Batman DODGES left,
          dangerously close to the EDGE. He DUCKS at Ra's, who KNEES
          him sideways, SWINGING him at the FRONT EDGE of the train...
          
          Batman REGAINS FOOTING- Ra's STRIKES DOWN at his head...
          Batman CROSSES HIS ARMS, CATCHING THE SWORD in the scallops
          of BOTH gauntlets, HOLDING FAST...
          
                                RA'S AL GHUL (CONT'D)
                    Don't you have anything new?
          
                                BATMAN
                    How about this?
          
          Batman YANKS his ARMS in OPPOSITE directions, BREAKING RA'S
          AL GHUL'S SWORD IN TWO.
          
          Ra's STUMBLES back, loses footing, SLIPS onto the roof,
          SLIDING back toward the rear...
          
                                                                   123.
          
          Batman looks ahead to Wayne Tower approaching...
          
          INT. CONTROL ROOM, WATER BOARD, WAYNE TOWER -- CONTINUOUS
          
          The first technician watches the pressure gauge needle slide
          up through the red. He CLOSES HIS EYES.
          
          EXT. TRAIN -- CONTINUOUS
          
          Batman leans over the front of train- FIRES his GRAPPLING
          GUN into the front GUIDE WHEELS- which JAM, SPARKING,
          GRINDING... cable SPOOLS out of the grappling gun... the
          train SHUDDERS...
          
                                RA'S AL GHUL
                        (climbing to his feet)
                    What're you doing?!!
          
          Batman THROWS the grappling gun at the SPARKING guide wheel...
          
                                BATMAN
                    What's necessary.
          
          The guide wheel HITS the grappling gun- BUMPS OFF ITS TRACK...
          
          Ra's DIVES onto Batman- SMASHES him against the roof- the
          train LURCHES, SCRAPING against the concrete guiderails...
          
          Batman ROLLS Ra's onto the bottom- but Ra's is CHOKING Batman,
          THUMBS PUSHED DEEP INTO THE FLESH ABOVE BATMAN'S NECKPIECE...
          
          Batman STRUGGLES uselessly against Ra's Al Ghul IRON GRIP...
          
                                RA'S AL GHUL
                    Are you afraid?!!
          
          Ra's looks up at Batman's DYING eyes... Batman's hands STOP
          PUSHING against Ra's...
          
                                   BATMAN
                        (choked)
                    Yes..
          
          ...and slip down his cloak to the activating pockets-
          
                                BATMAN (CONT'D)
                    ...but not of you.
          
          The cloak goes RIGID- CATCHES THE WIND- like pulling a rip
          cord- Batman YANKED from Ra's Al Ghul's hands, INTO THE AIR...
          
          Ra's SCREAMS as he rides the train OFF THE MONORAIL...
          
          CRASHING DOWN INTO WAYNE PLAZA- DIGGING THROUGH THE CONCRETE-
          METAL SHREDDING, MARBLE SHATTERING, DUST CLOUDS FLYING, PARKED
          CARS EXPLODING...
          
                                                                    124.
          
          The Train has disintegrated into burning rubble just short
          of the entrance to Wayne Station...
          
          INT. CONTROL ROOM, WATER BOARD, WAYNE TOWER -- CONTINUOUS
          
          The Technician opens one eye.    Then the other.   And starts
          breathing again.
          
          EXT. WAYNE PLAZA -- CONTINUOUS
          
          Massive fiery destruction.    And above it all-
          
          Batman SOARS in a high bank, riding the thermals, staring
          down at Ra's Al Ghul's funeral pyre...
          
          And we-
          
                                                             DISSOLVE TO:
          
          EXT. WAYNE PLAZA -- MORNING, DAYS LATER
          
          Construction CREWS clear the RUBBLE, Lucius Fox, in hard
          hat, supervises. Earle approaches, livid. Fox spots him.
          
                                FOX
                    This is a hard hat area.
          
                                EARLE
                    What are you doing here, Fox?    I
                    seem to remember firing you.
          
                                FOX
                    Might be something to do with my new
                    job as head of Wayne Industries.
                        (off look)
                    Didn't you get the memo?
          
          Earle stares at Fox, hard.
          
                                EARLE
                    Whose authority?
          
          Fox points at Wayne's Rolls Royce idling nearby. Earle
          strides towards it. Fox quietly smiles, turns to his work.
          
          INT. ROLLS -- CONTINUOUS
          
          Earle is BANGING on the window.    Wayne rolls it down.
          
                                EARLE
                    You think you have authority to decide
                    who runs this company, Bruce?
          
                                WAYNE
                    It is my company.
          
                                                                   125.
          
                                EARLE
                    Not anymore. Wayne Industries went
                    public a week ago-
          
                                WAYNE
                    And I bought most of the shares. A
                    controlling interest, in fact.
                        (off look)
                    Through various charitable
                    foundations, trusts and so forth...
          
          Alfred is smiling in the front seat.
          
                                WAYNE (CONT'D)
                    Look, it's all a bit technical, but
                    the important thing is.... my
                    company's future is secure.
          
          Earle is speechless.   Wayne smiles.   The Rolls pulls away.
          
          EXT. GROUNDS, SMOKING RUINS OF WAYNE MANOR -- DAY
          
          WORKERS sift through the smoking ruins, supervised by Alfred.
          
          INT. ORANGERY -- CONTINUOUS
          
          Soot-stained glass crunches underfoot as Rachel picks her
          way through the smoking remnants of the greenhouse.
          
          EXT. DISUSED KITCHEN GARDEN -- CONTINUOUS
          
          Rachel finds Wayne hammering a board across the disused well.
          He looks up at her. She approaches. He turns to the well.
          
                                WAYNE
                    Do you remember the day I fell?
          
                                 RACHEL
                    Of course.
          
          Wayne looks down at the black gap yet to be covered.
          
                                WAYNE
                    As I lay there, I knew... I could
                    sense it...
          
                                 RACHEL
                    What?
          
                                WAYNE
                    That things would never be the same.
          
                                RACHEL
                    What did you find down there?
          
          Wayne picks up another board.
          
                                                                  126.
          
                                WAYNE
                    Childhood's end.
          
          Wayne places the board over over the gap.   Closing the well.
          
          EXT. SMOKING RUINS OF WAYNE MANOR -- MOMENTS LATER
          
          Wayne walks Rachel past the ruins.
          
                                RACHEL
                    The day you left Gotham... the day
                    Chill was murdered... I said terrible
                    things.
          
                                WAYNE
                    True things. You made me see that
                    justice is about more than my own
                    pain and anger.
          
                                RACHEL
                    Well, you proved me wrong.
          
                                  WAYNE
                    About what?
          
                                RACHEL
                    Your father would be proud of you.
                    Just as I am.
          
          Wayne looks at her, emotion rising. He takes Rachel in his
          arms and they kiss, passionately... desperately.
          
          They break, Wayne looks into Rachel's eyes, hopeful.   But
          she gently shakes her head.
          
                                RACHEL (CONT'D)
                        (soft)
                    Between Batman and Bruce Wayne,
                    there's no room for me.
          
                                WAYNE
                    Rachel, this life I chose... I can
                    give it up.
          
          Rachel reaches up to his face with her hand.
          
                                RACHEL
                    You didn't choose the life, Bruce.
                    It was thrust upon you, the way
                    greatness often is. You've given
                    this city hope- now she's depending
                    on you. We all are.
          
          Wayne looks at her.   Aching.   He nods.
          
                                RACHEL (CONT'D)
                    Good-bye, Bruce.
          
                                                                       127.
          
          She walks away.   Stops.    Turns.   Points at the ruins.
          
                                RACHEL (CONT'D)
                    What will you do?
          
          Wayne looks at her.   Glorious purpose in his eyes.
          
                                WAYNE
                    I'm going to rebuild it just the way
                    it was. Brick for brick.
          
          Rachel nods.   Walks off.    Wayne stares after her.   Alone...
          
          But Alfred is at Wayne's shoulder.      Watching his gaze.
          
                                ALFRED
                    Just the way it was, sir?
          
          Wayne turns to Alfred.
          
                                   WAYNE
                    Yes, why?
          
          They stroll, side by side, towards the smoking ruins.
          
                                ALFRED
                    I thought we might take the
                    opportunity of making some
                    improvements to the foundation.
          
                                WAYNE
                    In the south east corner?
          
                                ALFRED
                    Precisely, sir.
          
                                                              DISSOLVE TO:
          
          The irregular SHADOW of a BAT SYMBOL cast up onto turbulent
          clouds... and we are-
          
          EXT. ROOF, POLICE STATION -- NIGHT
          
          Gordon sips coffee from a styrofoam cup. Beside him- an
          upturned spotlight with a METAL STENCIL bolted to it.
          
          A dark FLUTTERING, and Batman is standing the other side of
          the spotlight. He reaches out, taps the stencil.
          
                                   BATMAN
                    Nice.
          
                                GORDON
                        (crushing his cup)
                    Couldn't find any mob bosses to strap
                    to the light.
          
                                                                   128.
          
          Gordon kills the searchlight.    The two men stand opposite
          each other in the dark.
          
                                BATMAN
                    Well, Sergeant?
          
                                GORDON
                    It's Lieutenant, now. Commissioner
                    Loeb had to promote me. And he had
                    to disband the task force hunting
                    you. Amazing what saving a city can
                    do for your image.
          
                                BATMAN
                    Then things are better.
          
                                GORDON
                        (nods)
                    You've started something- bent cops
                    running scared, hope on the streets...
          
          Gordon leaves his sentence hanging between them.
          
                                  BATMAN
                    But?
          
                                GORDON
                    But there's a lot of weirdness out
                    there right now... the Narrows is
                    lost... we still haven't picked up
                    Crane or half the inmates of Arkham
                    that he freed...
          
                                 BATMAN
                    We will.   Gotham will return to
                    normal.
          
                                 GORDON
                    Will it?   What about escalation?
          
                                  BATMAN
                    Escalation?
          
                                GORDON
                    We start carrying semiautomatics,
                    they buy automatics... we start
                    wearing kevlar, they buy armor-
                    piercing rounds...
          
                                  BATMAN
                    And?
          
          Gordon leans closer to Batman.    Points at him.
          
                                GORDON
                    And... you're wearing a mask and
                    jumping off rooftops...
          
                                                                       129.
          
          Gordon fishes in his pocket.
          
                                  GORDON (CONT'D)
                      Take this guy...
          
          He pulls out a clear plastic evidence bag.
          
                                  GORDON (CONT'D)
                      ...armed robbery, double homicide...
          
          Inside the clear plastic bag is a PLAYING CARD.
          
                                  GORDON (CONT'D)
                      Got a taste for theatrics, like you...
          
          Gordon hands Batman the bag.
          
                                  GORDON (CONT'D)
                      Leaves a calling card.
          
          Batman turns the card over.
          
          It is a JOKER.
          
                                  BATMAN
                      I'll look into it.
          
          He steps up onto the balustrade.      Gordon looks at him.
          
                                  GORDON
                      I never said thank you.
          
          Batman looks out at the lights of Gotham.      Cloak billowing
          around him.
          
                                  BATMAN
                      And you'll never have to.
          
          Batman DROPS from the rooftop, GLIDING on the night wind.
          
          Gordon smiles.   He can't help it.
          
          FADE OUT.
          
          CREDITS.
          
          END.
          
TitleBatman Begins (2005)
TypeText
Size298.16 kB
Date Added2008-09-10
Views2308
CategoryMovie Scripts
Placement