(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