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                       "BATMAN RETURNS"



                             by



                        Daniel Waters



                             and



                        Wesley Strick













                                               August 1, 1991

















     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS

     AND SOME "OMITTED" SLUGS. THEY HAVE BEEN REMOVED FOR THIS

     SOFT COPY.









     INT. A STUFFY MANSION--A NIGHT ABOUT FORTY YEARS AGO



     The viewer floats through an overbearing mansion and

     up its sweeping staircase to where a stern man in

     conservative dress is pacing back and forth, smoking a

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

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

     heard from down the hall.



     Now, eerie Gaas and Goos chill the air.  The Father stops

     and gapes the cigarette holder out of his mouth to see a

     dazed NURSE shuffle out of the birth room and disappear

     down the hallway.



     A TRAUMATIZED DOCTOR next wanders out.  The Father runs

     past him into the room.  The viewer remains outside and

     hears the Father's subsequent screams.



     INT. MANSION LIVING ROOM--CHRISTMAS EVE PAST



     A bizarrely corrugated Cage sits amid the plush, period,

     and Christmased-up surroundings of the mansion.  With

     their backs turned to the sickly squeals emerging from

     the Playpen from Hell, Father and Mother, holding

     martinis, look out a window of gentle snowfall, with

     bloodshot eyes.  A 50's-type radio warbles "Santa Claus

     is coming to Town."



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

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

     sees the mansion's Christmas tree from between the dark

     cage slats.



                             GIDDY YULETIDE SINGERS

               "He knows when you are sleeping,

               he knows when you're awake..."



     The family cat skulks past the cage -- almost.  Without

     warning, the cat is yanked -- so fast and powerfully it

     seems that it's been sucked -- through the bars, into the

     cage.  A feline SCREAM, then sickening silence.



     With dead syncopation, Mother and Father finish off their

     martinis, and plop the empty glasses down.



     EXT. A PARK--THAT NIGHT



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

     through the park cooing toward their bundle of joy

     inside.



     Father and Mother straggle from the other direction,

     creaking forward an ominously closed-up, wickedly de-

     signed baby carriage that serves to muffle nasty whining

     and thumping noises.



                             HAPPY COUPLE

               Merry Christmas!



     Father and Mother fake a smiling response that collapses

     as the happy couple passes.  They then brake at a story-

     book bridge over a bubbling brook.  With dark nonchalance,

     Father and Mother each grab an end of the carriage and

     heave it upward.



     EXT. THE CARRIAGE--NIGHT



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

     Right side up, the carriage gently rides the tranquil

     rapids out of the park area.  It bobs through an open

     sewer tunnel pipe.



     INT. THE SEWER--NIGHT



     The carriage innocently slides through the murky waters

     of the awesomely cavernous and creepy sewer, softly

     surfing its sides.



     INT. A DARK LAIR--NIGHT



     The resilient carriage spews from a gaping pipe into a

     moat of water that surrounds a vast patch of snow and

     ice that is the centerpiece of a dark and mysterious

     lair.



     The carriage rides a gentle wave onto the sanctuary's

     arctic island, into a patch of light.  From out of the

     darkness of the lair, FOUR STATUESQUE EMPEROR PENGUINS

     WITH DISTINGUISHED GRAY BELLIES regally approach the

     carriage and surround it with spooky authority.



     FROM OUT OF THE DARKNESS OF THE OPENING CREDITS WE

     GO TO...



     EXT. A DISPLAY WINDOW--EARLY EVENING OF THE CURRENT ERA



     A Batman logo fills the frame with a portentous soundtrack

     boom.  A playful salvo of snowballs reverberates against

     this image as the logo is revealed to be a hanging center-

     piece in the display window of a store that sells Batman

     sleds, lunch boxes, T-shirts, and ticking-to-twenty-

     before-Seven clocks.



     EXT. GOTHAM PLAZA--EARLY EVENING



     Bathed in pristine snow and packed with ELATED SHOPPERS,

     POINSETTIA GRASPING LOVERS, BLESSED CAROLERS, and an

     overwhelming array of Christmas decoration, the intimate

     Plaza center of Gotham City has been dragged kicking and

     screaming into a state of beauty and happiness.



     An ALL-AMERICAN DAD holds up a bowed Batman sled to an

     ALL-AMERICAN MOM.  An ALL-AMERICAN SON rushes up causing

     All-American Dad to exaggeratedly hide the present behind

     his back. 



     Just behind them, an ADORABLE LITTLE GIRL takes a dollar

     from her precious little purse and gives it to a

     SALVATION ARMY SANTA.  A sweet, microphoned voice wafts

     out over the Plaza.



                             SWEET MICROPHONED VOICE (O.S.)

               Could I have your attention, Gotham

               City?



     EXT. FROM AN ELEVATED STAGE AT THE CENTER OF THE

     PLAZA--EVENING



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

     tiara, and a banner streamed across her chest that reads

     ICE PRINCESS, continues into her mike.  An Elegant Lampost

     Clock, near the stage, ticks fifteen minutes till seven.



                             ICE PRINCESS

               It's time for tonight's Lighting

               of the Tree!  How 'bout that!



     The merry Consumers stop to watch the Ice Princess scurry

     to an IMMENSE VIBRANTLY MULTI-COLORED BUTTON and press it

     down.  This causes a mammoth Christmas Tree to light up.

     The crowd erupts in aahs and oohs.



     INT. A VERTICAL SEWER GRATE--EVENING



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

     older pair of strange eyes peer.  Taking the point of

     view of the eyes through the grate slats, one sees the

     blazing Christmas Tree, just as one did through the

     Playpen bars.



     EXT. OUTSIDE THE SEWER GRATE--EVENING



     A pair of black webbed hands -- flippers, really -- curl

     out around the grate bars.  Eerily poking out next is a

     twisted bird-like nose and a creepy pair of barely audible

     lips.



                             THE CREEPY LIPS

               "I know when you are sleeping, I

               know when you're awake."



     The world's most beloved butler, ALFRED, marches past the

     sewer grate, past a PAPERBOY who bustles up, holding a

     newspaper headlined "PENGUIN -- MAN OR MYTH OR SOMETHING

     WORSE?"



                             PAPERBOY

               Read about the latest sighting of

               the Penguin creature!  He was seen

               torching a homeless shelter,

               robbing a blind --



                             ALFRED

               Dear Boy!  Sometimes it is a

               diversion to read such piffle.

               Most times it is a waste of time.



     Alfred suddenly feels a chill from behind, and below him.

     He turns to the sewer grate just as the slimy flippers

     disappear into the darkness.



     EXT. THE TOP OF THE SHRECK BUILDING--NIGHT



     The viewer goes from Gotham's bowels to its summit.  The

     top floor of the building housing the department store

     is a tower of Ivory with a large, friendly sentinel of

     a cat at its tippy top.  Two men stand in the window,

     pointing down to the Plaza below.



     INT. MAX SHRECK'S CONFERENCE ROOM--NIGHT 



     The conference room presents itself in its high-tech

     splendor.  A mighty Shreck Corporation logo of a friendly

     cat adorns one wall.



     The two men are MAX SHRECK and THE MAYOR.  Max is a

     pillar of community charisma.  The Mayor is more

     straightforward, less spectacular.



                             MAYOR

               Well here's hoping ... With Batman

               protecting us, and all your enterprises

               keeping our economy on full boil,

               Gotham just might have its first

               real Christmas in a good long while.



                             MAX

                      (nods, then)

               I feel almost vulgar, in this

               Yuletide context, about mentioning

               the new power plant.

               But if we're gonna break ground

               when we've gotta break ground,

               I'll need permits, variances, tax

               incentives ... that sort of pesky

               nonsense.



     Evidently, this is the first the Mayor has heard of it.



                             MAYOR

               "Power plant"?  Max, our studies

               show that Gotham has enough energy

               sources to sustain growth into the

               next cen--



                             MAX

                      (scoffs)

               Your analysts are talking growth

               at one percent per annum.  That's

               not growth, that's a mild swelling.

               I'm planning ahead for a

               revitalized Gotham City ... So we

               can light the whole plaza without

               worrying about brownouts ... Do 

               you like the sound of "brownouts"?

               Do you?



     Behind them, Max's football-hero son CHIP (as in Chip off

     the old block) enters, with SELINA KYLE, Max's beautiful-

     beneath-bifocals-and-a-subdued-haircut assistant.  She

     sets down fresh coffee for Max and the Mayor.



                             MAX

               Imagine a Gotham City of the future

               lit up like a blanket of stars ...

               but blinking on and off,

               embarrassingly low on juice.

               Frankly I cringe, Mr. Mayor.



     Chip glances to a fierce digital clock showing 6:50.



                             CHIP

               Dad.  Mr. Mayor ... It's time to

               go downstairs and bring joy to the

               masses.



     Max looks to the Mayor:  what's it gonna be?



                             MAYOR

                      (curt)

               Sorry.  You'll have to submit

               reports, blueprints and plans to

               the usual committees, through the

               usual channels.



     This isn't what Max wants to hear.  But before he can

     retort:



                             SELINA

               Um, I had a suggestion.  Well,

               really, actually more of just a

               question ...



     Max turns, goggle-eyed at the impertinence. 



                             MAX

               I'm afraid we haven't properly

               house-broken Ms. Kyle.  In the

               plus column, though, she knows

               how to brew coffee.



     As Chip follows his father and the Mayor out he tells

     Selina, re the untouched coffee.



                             CHIP

               Thanks.  Y'know it's not the

               caffeine that buzzes us -- it's

               the obedience.



     Now Selina is alone.



                             SELINA

               Shut up, Chip.



     Then she slaps her forehead with her palm.



                             SELINA

               "Actually more of just a question."

               You stupid corn dog.  Corn dog.

               Corn dog.



     EXT. OUTSIDE SHRECK'S DEPARTMENT STORE--NIGHT 



     Max, his son and the Mayor roll out from beneath the 

     SHRECK sign, through popping flashbulbs and happy

     Gothamites.



     Max smoothly hands a fifty and a second bill to a

     Salvation Army Santa.  Santa checks the second bill.

     It's a single.



                             CHIP

               Watch your step, Dad, it's pretty

               grotesque...



     Max gracefully side-steps an island of melting sludge.

     We follow its oozing stream down into a sewer grate.



     INT. BELOW IN THE SEWER--NIGHT



     A silhouette of a squat, gnarled figure responds to the

     icky drizzle by flapping open an umbrella, in shadow.



     EXT. THE STAGE--NIGHT 



     As Max and the Mayor move -- both smiling -- to the dais:



                             MAX

               I have enough signatures -- from

               Shreck employees alone -- to warrant

               a recall.  That's not a threat.

               Just simple math.



                             MAYOR

               Maybe.  But you don't have an issue,

               Max.  Nor do you have a candidate.



     The elegant clock behind them says five minutes till

     seven.  Max and the Mayor both peck the Ice Princess's

     cheek.  Now the Mayor takes the mike.  With forced

     joviality:



                             MAYOR

               The man who's given this city so much

               is here, to keep giving. Welcome

               Gotham's own Santa Claus, Max Shreck.



     INT. MAX'S OUTER OFFICE--NIGHT



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

     she then sticks on the edge of her computer beside other

     girlishly masochistic post-its like "Don't 'get' jokes"

     and "Save it for your diary".



     Selina pouts at the sound of the cheering crowd.  A

     phone rings.  She just stares at it.  Then past it, to

     a legal pad sheet with the word SPEECH scribbled atop

     it.  Selina pops to it in a panic.



                             SELINA

               Darn.  Darn.



     EXT. THE STAGE--NIGHT



     Max, the Mayor, and his staff proudly hurl small wrapped

     boxes into the eager audience.  Max then stops to unzip

     a hand-size portfolio--it is empty.  He then gives a calm,

     clenched-teeth hiss to Chip.



                             MAX

               Forgot.  My.  Speech.  Remind me to

               take it out on Selina.

                      (into mike)

               "Santa Claus"?  'Fraid not.  I'm

               just a poor schmoe who got a little

               lucky, and sue me if I want to give

               a little back.  I only wish I could

               hand out more than just expensive

               baubles.  I wish I could hand out

               World Peace, and Unconditional

               Love, wrapped in a big bow.



     INT. SEWER BELOW THE STAGE--NIGHT



     The umbrella closes to reveal a POV of the babbling Max

     up through a stage-side sewer grate.



                             A RASP

               Oh, but you can.  Oh, but you

               will ...



     His clammy flipper rises up, barely into the light, to

     flick open a rusted, ornately battered time-piece.  One

     minute till.



     EXT. GOTHAM PLAZA--NIGHT



     A GARGANTUAN CHRISTMAS PRESENT WITH A COLOSSAL RED BOW

     is suddenly seen floating into the Plaza.  Citizens turn

     their heads from the stage to gasp in wonder.



     Behind the Adorable Little Girl, Alfred reaches a parked

     Wayne Rolls Royce and tosses in his present.  He pulls off

     a ticket from the windshield with a huff, then looks out

     to the big present.  Warily.



     The alarms on the clocks in the Batman Store window go

     off at seven o' clock.



     EXT. THE STAGE--NIGHT



     The Mayor admires the Mega-gift.  Grudgingly:



                             MAYOR

               Great idea.



                             MAX

                      (mystified)

               But not mine...



     Max drops a present.  It lands atop the sewer grate

     below.



     INT. THE SEWER BELOW--NIGHT



     Angle on a shadow of the face of the man one calls

     PENGUIN.



                             PENGUIN

               Deck the halls.



     EXT. THE PLAZA--NIGHT



     One can make out motorcycle wheels churning beneath the

     box and even some moving feet when suddenly the front

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

     SURLY CARNIVAL DENIZENS WITH RED TRIANGLES TATTOOED OVER

     THEIR LEFT EYES blitzkrieg the crowd, which includes

     Alfred, who protectively bolts toward the Little Girl.



     A STRONGMAN COVERED IN TATTOOS emerges out of the box to

     slam the All-American Dad and swipe his Batman sled,

     which Strongman then uses to hammer down Santa Claus.



     EXT. BEFORE THE DEPARTMENT STORE--NIGHT



     Oblivious, Selina rushes out with Max's speech.



     A TRIO OF SCOWLING BIKERS buzz her to the ground.



     The Batman sled crunches against a frosty police wind-

     shield.  A disgruntled COMMISSIONER GORDON sputters out

     into his radio.



                             GORDON

               What are you waiting for?  The

               Signal!



     EXT. THE GOTHAM SKY--NIGHT



     THE RENOWNED BAT BEACON blazes onto the edge of the night.



     INT. WAYNE MANOR--NIGHT



     The Bat Beacon can be seen through an elegant mansion

     window.



     Its reflection is picked up in an ornate mirror in the

     grand living room and then followed to another

     strategically placed mirror.  The reflection glows

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

     He moves out of the light.



     INT. THE SEWER--NIGHT



     Through the grate bars, the beacon in the sky can be made

     out, accompanied by strange squawks.



                             THE RASP OF PENGUIN

               Ooh, Batman... You gonna piss on

               my parade..?



     EXT. THE PLAZA--NIGHT



     A FIRE BREATHER smashes open a big hole in the Batman

     Store display window with his Fire-rod.  He sticks his

     rod in his mouth, then bellows a cloud of flame onto the

     Batman merchandise.



     Amid the chaos of whimpering victims and dropped shopping

     bags, a fleeing Ice Princess shoves an Elderly Woman to

     the ground.



     EXT. THE STAGE--NIGHT



     Monkeys with cap-pistols frolic on the shoulders of a man

     equipped with an organ-grinder-Gatling-gun, as he fires

     artillery into the Christmas tree, blasting off ornaments,

     cables, and lights.  Max and the Mayor hit the deck.



                             ORGAN GRINDER

               Take that, tannenbaum!



     A FAT CLOWN leaps onto the stage with a WICKEDLY DRESSED

     DAME, who wears an assortment of knives, and a RAGGEDY

     SWORD SWALLOWER who chokes up an Excaliber.



                             KNIFETHROWER DAME

               Relax.  We just came for the guy

               who runs the show.



     The Mayor bravely steps forward.



                             MAYOR

               What do you want from me?



     Laughing, the Sword Swallower pushes him off the stage.



                             SWORD SWALLOWER

               Not you.  Shreck.



     Now Chip heroically stands.



                             CHIP

               You'll have to go through me.



                             FAT CLOWN

               All this courage.  Goosebump-city.



     Simultaneously the Knifethrower whip-throws a knife that

     grazes Chip's ear.



                             MAX

               Son!



                             CHIP

               Dad!  Save yourself!



     Max has already dashed off the dais.



     EXT./INT. BATMOBILE--NIGHT



     The Batmobile rockets toward the viewer, the bat insignia

     reflecting off the windshield.  It plows through the

     gargantuan "present," shredding it to pieces.



     Three STILT-WALKERS are viciously kicking the crowd.



     BATMAN slams down a lever.



     Twin blades sprout from the Batmobile's sides, like

     wings, to saw off the stilts, whose owners now crash

     down, face-first.



     Out of slots, Batman fires a whooshing array of small,

     black, metal frisbees into the heads of some Carnival

     gangsters and Bikers.



     Now he focuses upon the Tattooed Strongman, chasing

     Alfred and the Little girl.



     Alfred looks to the oncoming Batmobile and knowingly

     ducks.  A black frisbee savagely jettisons over his head,

     into the Tattooed Strongman's face, crumpling him to the

     ground.  Alfred rises up to broadly beam at the passing

     Batmobile.



     EXT. PLAZA SIDE STREET--NIGHT



     Max huffs with growing confidence, into a less crowded

     sidestreet.  He trots over a sewer grate.



     INT. BENEATH THIS SIDE-STREET SEWER GRATE--NIGHT



     Loud animalistic panting and splashing sounds are heard

     as we watch Max stamping across the grate.



     EXT. THE PLAZA--NIGHT



     Three Clowns spin and fire frantically at the charging

     Batmobile.  One dives out of the way.



     The other Two (one, a midget) slam atop the hood as

     Batman roars toward the Batman store and the Fire-

     breather blaspheming the display window.



     The woozy hood-top clowns raise their guns toward the

     windshield, while the escaped Clown rains bullets against

     its back window.



     Batman brakes the Batmobile.  The Hoodtop Clowns sail

     into the stunned Firebreather and all three land on the

     merchandising.



     Batman twists a square black Knob.  A powerful STEEL JACK-

     TYPE DEVICE jets out the bottom of the Batmobile and

     lifts the vehicle up off the ground.  The Batmobile does

     a sharp 180 degree spin.  Batman re-twists the knob.  The

     jack slams back up into the Batmobile.



     The Exhaust of the spun-around Batmobile volcanoes toward

     the gaping Firebreather, fittingly setting him on fire,

     along with both clowns.  The Batmobile thunders at the

     clown who'd escaped.



     This clown grabs innocent bystander Selina Kyle.  In the

     scuffle, a heel cracks off one of her shoes.



     The blitzing Batmobile comes to a skidding halt.  The

     Clown presses a sleek stun-gun to Selina's neck.



                             SELINA

               I probably shouldn't bring this up,

               but this is a very serious pair

               of shoes you ruined.  Couldn't you

               have just been a prince and broken

               my jaw?  My body will heal, but

               this was the last pair left in my

               size.



                             CLOWN

               All these innocent bystanders and I

               had to pick you ...SHUT UP!



     The Batmboile door whooshes open.  Batman pounds straight

     at the Clown, an eerie force of nature.  An ACROBAT

     somersaults into his face.  Batman casually punches his

     lights out.



                             CLOWN

               Listen up, Mister Man-bat, you

               take one step closer and I'll...



                             BATMAN

               Sure.



     Batman gunslingers out his grapple speargun.  The wired

     hook rockets past the clown's jerking away head and into

     the wall behind him.



                             CLOWN

                      (jeers)

               Nice shot, Mister...



     Batman yanks the wire, ripping off a chunk of wall that

     smacks the back of the clown's head.  As he staggers:



                             SELINA

               You shouldn'a left the other heel.



     With her surviving heel, she kicks the Crumpled Clown's

     knee, knocking him and the stun gun to the ground.



     Batman bends to his vanquished foe.  Touches the triangle

     tattoo over his left eye, as Selina gushes:



                             SELINA

               Wow.  The Batman--or is it just

               "Batman"?  Your choice.  Of course.



     Batman finds himself staring at the lovely young woman.

     For a moment, time freezes.



                             BATMAN

               Gotta go.



     In a wink, he's a half-block away, being schmoozed by

     Commissioner Gordon.  Onlookers CHEER.



     It's just Selina alone here with her unconscious attacker.



                             SELINA

               Well.  That was ... very brief.

               Like most men in my life.  What

               men?  Well, there's you, but ...

               you need therapy.



     She kneels beside the Clown.  Picks up his stun-gun.

     Zaps him, jolting his body a bit.



                             SELINA

               Electroshock therapy.  What a

               bargain -- we both feel better.



     EXT. PLAZA SIDE STREET--NIGHT



     Hearing the sounds of cheers, Max smiles and stops atop

     a manhole to wipe his brow.  Suddenly, the manhole cracks

     in half, sucking down a wailing Max.  The manhole flaps

     back up into a normal, seemingly untouched position.



     EXT. THE PLAZA--NIGHT



     The Commissioner hustles to keep pace with Batman.



                             GORDON

               Thanks for saving the day, Batman.

                    (good natured huff)

               Thanks for making the rest of us look

               like a bunch of dolts ... I'm afraid

               the Red Triangle Circus Gang is back.



                             BATMAN

               We'll see...



     Now the Mayor bustles up.



                             MAYOR

               The Caped Crusader.  We don't

               deserve you!  They almost made off

               with our mover and shaker, Max

               Shreck.  But --



     Belatedly it dawns on the Mayor.  He looks around,

     blinking.



                             MAYOR

               Where is that insufferable

               sonovabitch?



     Then he turns back, to Batman.  But Batman has vanished,

     too.



     INT. SELINA'S APARTMENT--LATER THAT NIGHT



     Selina enters, hanging up her winter coat and calling out.



                             SELINA

               Honey, I'm home.

                      (then)

               Oh, I forgot.  I'm not married.



     She wearily laughs at her private joke, then takes in her

     '90's quaint, "feminine" apartment -- pink carpet, cute

     linoleum, a neon "HELLO THERE!" on the wall --



     -- a meticulous doll house, a quilt-in-progress, a pretty

     embarrassing assortment of stuffed animals and a Christmas

     tree.



     Through her open window, a feisty, beautiful CAT slinks in.



                             SELINA

               Miss Kitty ... Back from more

               sexual escapades you refuse to

               share ... not that I'd ever pry.

               Drink your dinner.



     She sets out a dish of milk.  Miss Kitty comes over, purring.



                             SELINA

               What did you just purr?  "How can

               anyone be so pathetic?"  Yes, to

               you I seem pathetic.  But I'm a

               working girl, gotta pay the rent.

               Maybe if you were chipping in,

               'stead of stepping out ...



     She passes childhood PHOTOS of a younger happier Selina on

     a trampoline, on a horse, on a mountain face ... then

     turns on her answering machine.



     As it plays, she opens her Murphy bed, turns down the

     covers ...



                             MOM'S VOICE

                      (stern)

               Selina dear.  It's your mother.

               Just calling to say hello --



                             SELINA

               Yeah right, "but" --



                             MOM'S VOICE

               -- "but" I'm disappointed you're not

               coming home for Christmas.  I was

               looking forward to discussing your

               life.  To hearing just why you

               insist on languishing in Gotham

               City as some lowly secretary --



                             SELINA

               Lowly "assistant".  Thank you.



     She fast forwards to:



                             LAME BOYFRIEND'S VOICE

               Selina, about that Christmas

               getaway we planned?  I'll be going

               alone.  Doctor Shaw says I need to

               be my own person now, and not an

               appendage.



                             SELINA

                      (scoffs)

               Some appendage.



     As she fast forwards:



                             SELINA

               The party never stops on Selina

               Kyle's answering machine ... Guess

               I should've let him win that last

               racquetball game.



     Onto the next message:



                             GRUFF WOMAN

               Selina ... We've missed you at the

               rape prevention class ... It's not

               enough to master martial arts.  Hey,

               Elvis knew those moves, and he died

               fat.  You must stop seeing yourself

               as a vict--



     Onward.  Miss Kitty compassionately snuggles beside her,

     as:



                             SELINA'S OWN VOICE

               Hi, Selina, this is yourself

               calling.  To remind you, honey,

               that you have to come all the way

               back to the office unless you

               remembered to bring home the Bruce

               Wayne file, because the meeting's

               on Wednesday and Max Slavemaster

               will freak if every pertinent fact

               is not at your lovely tapered

               fingertips.



     Selina fires her stun gun at the answering machine, jolt-

     ing it off.  Again, she slaps her forehead with her hand.

     Then goes to her closet, puts her coat back on.  As she

     exits:



                             SELINA

               The file!  You stupid corn dog.

               Corn dog.  Deep fried!  Corn dog ...



     EXT. THE OLD GOTHAM ZOO--NIGHT



     The viewer is suddenly wafting over the creepy panorama

     of an abandoned Zoo Expo Area.



     We whoosh downward to a DECREPIT "ARCTIC WORLD" PAVILION,

     and through its Colossal, cracked Observation window.



     INT. PENGUIN'S LAIR--NIGHT



     We continue to squirm down the walls of the lair where

     Penguin found his home, before settling to a tight glimpse

     of Max Shreck slumped over the edge of a block of ice.



     Max teeters up into consciousness, glancing to his side

     to see a grand Emperor Penguin curiously staring at him.

     Max yelps.  The Penguin yelps back.



     Calming himself, Max turns to face forward, then screams

     again.  The block of ice is revealed to be a strange con-

     ference table populated by the Red Triangle Circus Gang,

     including:  a disturbingly Ratty Poodle and its matching

     owner, a Ratty POODLE LADY; the Organ Grinder and his two

     monkeys; the Tattooed Strongman; the Sword Swallower; the

     Knifethrowing Dame; the Fat and Thin Clowns; the three

     Stiltwalkers; Flame, the Snakewoman; and four ND acrobats.



     An awesome, SEEDY ELECTRICAL GENERATOR wires to a massive

     air conditioner, wheezes sparks with a malevolent hum.



     The gang's snickering now fades into respectful silence.



     Actual penguins of every size heedlessly horseplay in

     the icy moat.  Now we hear the sound of a drip.  Max

     turns...The drip is seen thudding against an umbrella

     improbably held by one of the penguins.  As he emerges

     from the pack, we see that he wears a grimy coat.  Then

     he flaps down his umbrella, revealing his face for the

     first time in glory.  It is not a penguin but The Penguin.



                             PENGUIN

               Hi.



     Max launches into a face-contorting wail, but his shock

     prevents him from emitting actual sound.  He closes his

     mouth then tries another Munchesque wail to no aural effect.



                             PENGUIN

               I believe the word you're looking

               for is...A-A-A-A-A-G-H-!



     Then:



                             PENGUIN

               Actually this is all just a bad

               dream.  You're home in bed.

               Heavily sedated, resting

               comfortably, and dying from the

               carcinogens you've personally

               spewed in a lifetime of profiteering.

               Tragic irony or poetic justice?

               You tell me.



                             MAX

               My god ... it's true.  The Penguin-

               Man of the sewers ... Please, don't h--



                             PENGUIN

               Quiet, Max.  What do you think,

               this is a conversation?



     Max shuts right up.  Penguin idly "tries out" his little

     umbrella -- it spits fire.  Satisfied, he sets it down.



                             PENGUIN

               We have something in common, we

               two ... We're both perceived as

               monsters.  But, somehow, you're a

               well-respected monster, and I am... 

               to date... not.



     There is a small arsenal of umbrellas at his feet.  He

     picks up another one:  it shoots knives.



                             MAX

                      (mustering courage)

               Frankly I feel that's a bum rap.

               I'm a businessman.  Tough, yes.

               Shrewd, okay.  But that doesn't

               make me a mon--



     Penguin cuts him off with a CACKLE.



                             PENGUIN

               Don't embarrass yourself, Max.  I

               know all about you.  What you hide,

               I discover.  What you put in your

               toilet, I place on my mantlepiece.

               Get the picture?



     Penguin is playing with a third umbrella.  He begins to

     twirl it at Max -- it's got a bright spiral pattern, like

     one of those cheesy "hypno-disks" from the backs of

     comic books.



                             MAX

               What, is that supposed to

               "hypnotize" me?



                             PENGUIN

               No, just give you a splitting

               headache.



                             MAX

               Well it's not working.



     Penguin "fires" the umbrella at Max -- a DEAFENING

     gunshot.  Max flies back in horror:  Am I hit?



                             PENGUIN

               You big baby!  Just blanks.  Would

               I go to all this trouble tonight

               just to kill you?  No, I have an

               entirely "other" purpose.



     Suddenly Penguin is solemn, subdued -- is that a tear in

     his eye?



                             PENGUIN

               I'm ready, Max.  I've been

               lingering down here too long.  I'm

               starting to like the smell ... bad

               sign.  It's high time for me to

               ascend.  To re-emerge.  With your

               help, your know-how, your savvy,

               your acumen.  I wasn't born in the

               sewer, you know.  I come from ...



     He looks up, at a place far above the sewers.



                             PENGUIN

               Like you.  And, like you, I want

               some respect ... a recognition of

               my basic humanity ... an occasional

               breeze ...



     Even the Circus Gang looks touched.  Max stays poker-

     faced.



                             PENGUIN

               Most of all, I want to find out who

               I am.  By finding my parents.

               Learning my "human" name.  Simple

               stuff that the good people of

               Gotham take for granted.



                             MAX

                      (boy, is he tough)

               And exactly why am I gonna help

               you?



     On cue, one of the Carny Creeps hands Penguin a grimy

     Christmas stocking with "Max" disturbingly stitched on it.



                             PENGUIN

               Well, let's start with a batch of

               toxic waste from your "clean"

               textile plant.  There's a whole

               lagoon of this crud, in the back...



     He pulls a rusty thermos from the stocking and, from the

     thermos, pours some goo onto the tabletop, which sizzles.



                             MAX

               Yawn.  That coulda come from anywhere.



                             PENGUIN

               What about the documents that prove

               you own half the firetraps in Gotham?



                             MAX

               If there were such documents -- and

               that is not an admission -- I would

               have seen to it they were shredded.



     Another Carny Goon hands over a sheaf of papers -- they've

     been shredded, but carefully placed together with tape.



                             PENGUIN

               A lot of tape and a little patience

               make all the difference.  By the way,

               how's Fred Adkins, your old partner?



                             MAX

                      (rattled)

               Fred.  Fred?  He's ... actually he's

               been on an extended vacation, and --



     From under the table, Penguin pulls out a discolored human

     hand and happily waves it at a whitened Max.



                             PENGUIN

                      (ventriloquist)

               Hi, Max.  Remember me?  I'm Fred's

               hand.

                      (leans forward)

               Want to greet any other body parts?

               Or stroll down memory lane, with

               torn-up kinky Polaroids?  Failed

               urine tests?  Remember, Max ...

               You flush it, I flaunt it.



     Max sits here -- chastened, thoughtful, considering all

     the incriminating evidence before him.  Now he manages

     a smile.



                             MAX

               You know what, Mr. ... Penguin-Sir?

               I think perhaps I could help

               orchestrate a little welcome-home

               scenario for you.  And once we're

               both back home, perhaps we can

               help each other out ...



                             PENGUIN 

               You won't regret this, Mr. Shreck.



     He puts out a hand.  Max shakes.  Penguin abruptly pulls

     his flipper away, leaving Max holding "Fred"'s severed

     paw.



     The Carny Crew booms in laughter.  Max offers a weak giggle.



     EXT. GOTHAM PLAZA - NEXT DAY



     The Mayor, accompanied by TV news-cams, grimly tours the

     scene of last night's rampage.  Accompanied by his Wife,

     holding their BABY (great photo op) and an appropriately

     solemn Max.



                             MAYOR

                      (to reporters)

               I tell you this, not just as an

               official, but as a husband and

               father ... last night's eruption

               of lawlessness will never hap--



     Suddenly from behind the ravaged Tree, an ACROBAT-THUG

     somersaults at the Mayor's Wife, and snatches the Baby!

     Then leaps onto the platform and holds the baby up, like

     an Oscar.



                             ACROBAT-THUG

               I'm not one for speeches, so I'll

               just say "Thanks".



     The Mayor lunges for the attacker and gets pivot-kicked

     to the ground.  The THUG races through a frightened crowd --



     -- and falls into an open manhole.  As bystanders gather,

     and try to peer into the darkness below, we HEAR:



                             THUG'S VOICE

               Hey!  Oww!



     Now the THUMPS of somebody taking a merciless pounding.

     And the SCREAMS of the Thug.  Now he comes scrambling out

     of the manhole, dazed and empty-handed ... and madly

     dashes away ...



     Next, amid cries of "Stand back!" and "My God, look!" the

     bystanders back off, revealing the spectacle of the

     Mayor's tiny child levitating -- as if by magic -- from

     the depths of purgatory.  But no, it's not magic ...

     it's ... Penguin!  He holds the babe aloft in one yucky

     but powerful flipper.



     INT. WAYNE MANOR LIVING ROOM - THAT NIGHT



     Alfred is standing on a stepladder attaching ornaments to a

     Christmas tree, but finding his attention claimed by the TV.



     Bruce is sitting on the couch, also entranced by the lead

     item on the local news.



                             TV ANCHORMAN'S VOICE

               This morning's miracle... Gotham

               will never forget.



     INSERT - TV SCREEN



     The rest of the scene in Gotham Plaza plays out on video:



     Now Penguin is fully out above the pavement, so we can

     see how he'd miraculously floated up ... on a big Rubber

     Duck attached to a tall scissor-lift.  As CAMERA ZOOMS

     IN:



                             ANCHORMAN'S VOICE

               That's him:  The shadowy, much

               rumored penguin-man of the sewers,

               arisen.  Until today, he'd been

               another tabloid myth, alongside

               the Abominable Snowman and the Loch

               Ness Monster ...



     The Mayor's wife snatches up her baby in tears.  Then,

     fighting nausea, she embraces the modest, abashed

     Penguin -- whose eyes heartbreakingly blink in the

     unaccustomed light.



                             ANCHORMAN'S VOICE

               But now this odd little man-beast

               can proudly stand tall, alongside

               our own legendary Batman.



     The Mayor tries to shake Penguin's hand ... but somehow

     Max Shreck is standing between them, patting Penguin's

     back.



                             ANCHORMAN'S VOICE

               Gotham's leading citizen, Max Shreck,

               had been on a fact-finding mission in

               Gotham Plaza...



     Shreck whispers something in Penguin's pointy little ear

     -- c'mon, you're a hero, it's your moment.  Embarrassed,

     but -- aw, what the hell -- Penguin takes a little bow.



     Gotham Plaza erupts.  "Joy To The World" PEALS over the

     PA.



     INT. WAYNE MANOR LIVING ROOM - NIGHT



     Bruce and Alfred are both frozen (Alfred's arm

     outstretched to the tree, ornament dangling).  Both still

     staring, at:



     INSERT - TV SCREEN



     Penguin is in Gotham Plaza, doing a live interview.

     Shabby but proud in his tattered cloak, shielding his eyes

     with a small, touchingly frayed umbrella from the glare of

     the studio lights.  He haltingly, earnestly tells CAMERA:



                             PENGUIN

               All I want in return ... is the

               chance to ... to find my folks.

               Find out who they are ... and,

               thusly, who I am ... and then,

               with my parents, just ... try to

               understand why ... why they did

               what I guess they felt they had

               to do, to a child who was born

               looking a little ... different.

               A child who spent his first

               Christmas, and many since, in a

               sewer.



     INT. WAYNE MANOR LIVING ROOM - NIGHT



     Alfred is back to trimming the tree.  But Bruce still

     stares at the TV screen.  Presently:



                             ALFRED

               Mr. Wayne ... Something wrong?



                             BRUCE

               No, nothing, ah ...

                      (pause)

               His parents ... I ... I hope he

               finds them.



     Alfred murmurs his agreement:  that would be nice.



     HOLD ON BRUCE as he continues to scrutinize the image of

     the Penguin, on the screen...



     EXT. HALL OF RECORDS - NEXT DAY



     Press Photographers jostle to snap photos through the

     windows of the baroque old building.  Frustrated Journal-

     ists, barred from the building by a row of Cops, inter-

     view each other.



                             JOURNALIST 1

               Whattaya think he'll do to his mom

               and dad, when he finds 'em?



                             JOURNALIST 2

                      (stupid question)

               What would you do to your mom and pa,

               if they flushed you down the poop-

               chute?



     An AGGRESSIVE REPORTER tries to sneak in through a side

     entrance.  He's grabbed by two Shreck Security GUARDS.



                             GUARD 1

                      (escorting him off)

               Mr. Penguin is not to be disturbed.



                             AGGRESSIVE REPORTER

                      (professional outrage)

               The Hall of Records is a public

               place!  You're violating the First

               Amendment, abridging the freedom

               off the press --!



     Suddenly Max Shreck is standing here, surrounded by a

     posse of his own sympathetic reporters, who jot down every

     pearl.



                             MAX

               What about the freedom to rediscover

               your roots, with dignity, with privacy?



                             AGGRESSIVE REPORTER

               What's the deal, Mr. Shreck?  Is

               the Penguin a personal friend --?



     He thrusts his tape-recorder at Max's mouth.  Shreck

     smiles.



                             MAX

               Yes he's a personal friend.  Of this

               whole city.  So have a heart, buddy.



     He flicks off the reporter's Record button.



                             MAX

               And give the Constitution a rest,

               okay?  It's Christmas.



     INT. HALL OF RECORDS - DAY



     We find Penguin alone in the vast, silent Main Hall.

     Seated at an enormous table.  Surrounded by files marked

     "Birth Certificates" ... hundreds of thousands of birth

     records of Gotham's citizens, past and present ...



     ... and Penguin is patiently checking each certificate,

     "thumbing" through them all with his slimy left flipper...



     His right flipper is wrapped around a pen.  Every so

     often, Penguin pauses, then jots down another name, on a

     legal pad.  So singleminded in his search, he doesn't hear

     the muffled CRIES of his name, through the windows, from

     reporters ...



     DISSOLVE.  It's night now.  A cloak of DARKNESS through

     the oversized windows ... even the press has gone home ...

     but Penguin is still here, he hasn't budged.



     Still methodically "flipping" through all those birth

     certificates ... and still jotting down names ... male

     names, boy names ... on a legal pad.  He's filled many

     pads by now -- a tall stack of them.



     By the eerie light of a single table-lamp, he keeps

     writing.



     EXT. GOTHAM STREET - NIGHT



     The Batmobile sleekly cruises down a deserted street.



     INT. BATMOBILE (MOVING) - NIGHT



     As Batman drives, Alfred's face comes on a screen inside

     the Batmobile.



                             ALFRED

               The city's been noticeably quiet

               since the thwarted baby-napping

               ... yet still you patrol.  What

               about eating?  Sleeping?  You

               won't be much good to anyone else

               if you don't look after yourself.



                             BATMAN

               The Red Triangle Circus Gang ...

               they're jackals, Alfred.  They

               hunt in packs, at night --



                             ALFRED

               Are you concerned about that

               strange, heroic Penguin person?



     Batman scoffs -- then glances out the window, at:



     THE HALL OF RECORDS



     Surprise, that's where he's cruising.



     The one light inside still burns, throwing a long shadow

     of the strange, hunched-over Penguin -- at his desk,

     resolutely doing his research.



     In front of the building are a Shreck Guard and a Police-

     man.  Both slumped on the front stairs, both snoozing.



     INT. BATMOBILE - LATE NIGHT



     As Batman drives around the Hall, checking the silent

     street for trouble, then surveying the single lit window,

     again:



                             BATMAN

                      (ambiguous)

               Funny you should ask, Alfred.

               Maybe I am a bit concerned.



     EXT. CEMETERY - DAY



     A MOB of PRESS, MORBID CURIOSITY-SEEKERS, even some over-

     night PENGUIN-GROUPIES, try to muscle their way into this

     grand, well-tended boneyard for the rich and expired.

     Gotham's own Forest Lawn, and a flying wedge of the city's

     FINEST, arms interlocked, keeps out the rabble, as ...



     The Penguin, in threadbare black, waddles past the

     manicured headstones to the twin markers etched with the

     names Tucker Cobblepot and Esther Cobblepot.



     Now, reaching his parents' final resting places, he falls

     to his knees -- not very far to go.  The plucks two wilted

     old roses from his sleeve, and places one upon each plot.



     From behind the police barricade, camera motor-drives

     WHIRR.  Not an instant of this drama is being lost to

     posterity.  A Penguin groupie faints.  Around her, other

     girls pick up the cue -- some wail, others swoon.



     After a moment of silent contemplation, Penguin rises again.

     Mournfully shambles back to the crowded cemetery entrance.



                             AGGRESSIVE REPORTER

                      (he's back)

               So -- Mr. Penguin --!



                             PENGUIN

                       (quiet, tragic dignity)

               I have a name.  It's Oswald

               Cobblepot.



                             AGGRESSIVE REPORTER

               Mr. Cobblepot!  You'll never get a

               chance to settle up with 'em, huh?



     Around him, the crowd gasps in shock at such nerve.



     But Penguin doesn't look shocked, merely surprised.  As

     the flashbulbs flash (Penguin doesn't cringe -- he's

     already used to this media mishegas) he pensively twirls

     his umbrella and, in a reasonable facsimile of a soft,

     sweet squawk:



                             PENGUIN

               True.  I was their number one son,

               and they treated me like number

               two.  But it's human nature, to

               fear the unusual ... even with all

               their education and privilege ...

               My dad, a district attorney, mother

               active in the DAR ... Perhaps when

               I held my Tiffany baby rattle with

               a shiny flipper, and not five

               chubby digits, they freaked.

                      (perfect beat)

               But I forgive them.



     Another ripple through the crowd, of pure love and

     devotion.



     EXT. GOTHAM PLAZA--THAT EVENING



     The Paperboy doesn't have enough tabloids to sell --

     they're flying out of his hands.  He quotes the banner

     headline:



                             PAPERBOY

               Penguin Forgives Parents ... "I'm

               Fully At Peace With Myself and the

               World ..."



     All around him, charmed Gothamites read each other their

     fave quotes from the cover story.



                             GOTHAMITE 1

               "... You don't need hands, as long

               as you've got heart ..."



                             GOTHAMITE 2

               "... My heart is filled with love.

               I feel five feet tall ..."



                             GOTHAMITE 3 

               He's like a frog, that became a

               prince...



                             GOTHAMITE 4

               No, he's more like a penguin...



     We pick up the excahnge of a COUPLE, as they pass:



                             MAN

               Abandoned penguins from the old

               Arctic World raised him...



     The WOMAN wipes a tear, squeezes his hand, and gushes:



                             WOMAN

               Makes you remember the true

               meaning of the holiday.  The love,

               the giving ...



     Forget Christmas shopping ... It's a virtual sea of the

     late-city edition.  Hot-off-the-presses newspapers

     everywhere ...



     INT. BATCAVE LABORATORY--SAME TIME



     Bruce Wayne is also reading a newspaper.  But he's not

     holding it and it's not today's issue ...



     The newspaper is on microfiche, and it's projected on a

     large screen before him.  It's old, faded, yellowed ...

     Bruce scans the articles and MURMURS, as he scrolls from

     one to the next:



                             BRUCE

               " ... Red Triangle Circus put on a

               swell show last night, with fierce

               lions ..."



     He punches in a command, that appears on top of the

     screen:  CONTINUE SEARCH FOR:  Red Triangle.  A blur as

     back issues whiz by, then another old article appears.



                             BRUCE

               " ... Triangle Circus has returned

               for a two-week ... Kids will love ..."



     As he searches for the next reference (blurry screen

     again), Alfred enters with supper, on a tray.



                             BRUCE

               Thanks, Alfred.



     He sips the soup.



                             BRUCE

               It's cold.



                             ALFRED

               It's vichyssoise, sir.



                             BRUCE

               Vichyssoise.

                      (then)

               Supposed to be cold, right?



     He returns to his search through the file.



                             ALFRED

               Mr. Wayne.  Does the phrase

               "Christmas holiday" hold any

               resonance for you?



     Bruce laughs.  Then grabs an interactive CD on his table-

     top and lobs it at Alfred like a frisbee.



                             BRUCE

               Listen to yourself, Alfred.  Hassling

               me, yesterday, in my car.



     Alfred dutifully pops the CD in a player, and hears his

     own voice, recorded last night in the Batmobile.



                             ALFRED'S VOICE

               What about eating?  Sleeping?  You

               won't be much good to anyone else --



     Bruce snaps it off.



                             BRUCE

               I learned to live without a mother

               a long time ago, thanks.



     Tense, he turns back to the next article, onscreen.



                             BRUCE

               " ... Circus is back, with a freak

               show that may not be suitable for

               your kids.  Featuring a bearded

               lady, the world's fattest man, and

               an aquatic bird-boy."



     He turns to Alfred:  what do you make of that?  Alfred

     shrugs.



                             ALFRED

               Why are you now determined to prove

               that this Penguin -- er, Mr. Cobblepot

               -- is not what he seems?  Must you be

               the only lonely "man-beast" in town?



     But Bruce is already engrossed in the next article

     onscreen.



                             BRUCE

               "... Circus folded its tents

               yesterday, perhaps forever.  After

               numerous reports of missing

               children in several towns, police

               have closed down the Red Triangle's

               fairgrounds.  However, at least

               one freak show performer vanished

               before he could be questioned."



     Bruce turns back to Alfred, a strange "smoking-gun" smile

     on his face.



                             ALFRED

               I suppose you feel better now, sir.



                             BRUCE

               No, actually I feel worse.



     The two men, regard each other -- wordless, worried.

     Finally:



                             ALFRED

               Eat up your vichyssoise.



     EXT. SHRECK BUILDING--THAT NIGHT



     As we BOOM UP to the Executive Suite, we see Selina Kyle

     at her desk in the outer office, slaving away.



     INT. OUTER OFFICE--NIGHT



     Selina makes notes.  Now her pen nervously jerks as Max

     oozes in, surprising her with a smarmy palm on her

     shoulder.



                             MAX

               Working late?  I'm touched.



                             SELINA

                      (under her breath)

               No, I am.

                      (then, officious)

               Yes, I'm boning up for your Bruce

               Wayne meeting in the morning.  I

               pulled all the files on the

               proposed power plant, and Mr.

               Wayne's hoped-for investment...

               I've studied up on all of it ...

               I even opened the protected files

               and --



     Max looks surprised.



                             MAX

               Why, how industrious.  And how did

               you open protected files, may I

               ask?



                             SELINA

               Well I figured that your password

               was "Finster."  Your Pomeranian.

               And it was.  And it's all very

               interesting, though a bit on the

               technical side, I mean about how the

               power plant is a power plant in

               name only since in fact it's

               gonna be one big giant...



     Max encourangingly nods:  go on.  She consults her notes.



                             SELINA

               Big giant capacitor.  And that,

               instead of generating power it'll

               sort of be --

                      (checks notes again)

               -- sucking power, from Gotham City,

               and storing it ... stockpiling it,

               sort of?  Which, unless I'm being

               dense, is a novel approach, I'd say.



                             MAX

               And who ... would you say this to?



     Selina is suddenly a tad less certain of her position, as

     Max lights a match, and sets her notepad afire.  She

     swallows.



                             SELINA

               Well ... um ... nobody --?



     Max drops the charred notepad and moves toward her.



                             MAX

               ... Where did curiosity get the cat?



                             SELINA

               I'm no cat.  I'm just an assistant.

               A secretary --



                             MAX

               And a very, very good one.



                             SELINA

                      (a guess)

               Too good?



     Max nods:  You got it, babycakes.  Selina backs away.



                             SELINA

               It's our secret.  Honest.  How can

               you be so mean to someone so

               meaningless?



                             MAX

               I must protect my interests, Ms.

               Kyle.  And Interest Number One, is

               moi.



     Selina is up against the window now, her back to the

     pane.



                             SELINA

                      (burst of bravado)

               Okay, go ahead.  Intimidate me, bully

               me if it makes you feel big.  I mean,

               it's not like you can just kill me.



                             MAX

                      (almost pitying)

               Actually, it's a lot like that.



     Tense silence.  Then Max smiles.  Selina wipes away a

     tear.



                             SELINA

               For a second, you really frightened --



     Max savagely pushes Selina through the window.



     EXT. SHRECK ALLEY--NIGHT



     Selina swirls downward through shattering glass and snow-

     flakes with tragic beauty.



     Her fall is (luckily) slowed by a protruding flagpole

     with the smiling Shreck cat logo on its flapping flag.

     Then she (luckily) lands in a deep snowdrift.



     Her eyes creak open, fuzzily focusing on the happy cat above.



                             SELINA

                      (faintly)

               Help me ... someone ... Miss Kitty ...



     INT. SHRECK CONFERENCE ROOM--NIGHT



     Max turns away from the window, stunned by his own

     violence.  Even more stunned, when he sees:



     Chip, who's been standing in the doorway.



                             MAX

               I ... it was terrible, I leaned

               over, and accidentally knocked

               her, out --



                             CHIP

                      (cool)

               She jumped.  She'd been depressed.



                             MAX

                      (beat, then nods)

               Yes.  Yes.  Boyfriend trouble ..?



                             CHIP

                      (shakes his head)

               PMS.



     He turns and walks out.  Max watches his son go, seeing

     him in an entirely new light.



     EXT. SHRECK ALLEY--NIGHT



     Miss Kitty, summoned by her desperate owner, now appears

     ... leading cats of every shape, color and demeanor from

     every direction.  Selina's cat crawls up onto Selina's

     blouse and begins to breathe into her mouth in an eerie

     feline C.P.R. ballet.



     A Siamese whispers in Selina's ear, aw-so-cute Tabbies

     snuggle against the soles of her feet.  A scraggly Tom

     viciously bites her finger.  Selina's eyes fly open.



     INT. SELINA'S APARTMENT--STILL LATER THAT NIGHT



     Battered, bloodied, and clutching Miss Kitty, Selina

     re-enters her apartment.  She is the malevolent antidote

     to her poignantly pleasant previous self.  She stares in

     unmoving, but torrid self-contemplation.  Then she

     explodes into vivid montage:



     With a black spray paint can in each hand, Selina attacks

     everything pink and eggshell--carpet, couch, wallpaper.



     With uncoiled wire coat-hangers, she sets about trans-

     forming her Murphy bed into something weird and painful.



     She flings her childhood picture off the wall into a

     mini-bonfire (that includes her sad Christmas tree) set

     up on her kitchen-nook table.



     She lustily shoves a stuffed unicorn into her garbage

     disposal.  The carnage of other ex-cute toy creatures

     are spread about.



     Miss Kitty races about, purring in delight.



     With a sewing needle, Selina repeatedly stabs her doll's

     house, annihilating the micro-detailed rooms.  In close-up,

     the rooms seem to be invaded by a giant silver missile.



     Next, with the same needle, we see her stitching together

     something slinky, stretchy and black.



     Then she assaults her feel-good neon sign.  With bare

     fists, she punches out the last letter of the first word

     and the first letter of the second, turning "HELLO THERE!

     into "HELL HERE!"



     INT. SELINA'S APARTMENT--THE NEXT MORNING--DAY



     As the sun rises through the windows, Selina sits in a

     lotus position on the floor of her very redone apartment.

     She is wearing her sinful black hand-sewn cat-suit.  She

     slides a pristine bowl of milk to her content cat and

     speaks in a sultry voice.  Her Catwoman voice.



                             SELINA

               I don't know about you, Miss

               Kitty, but I feel.  So.  Much.

               Yummier.



     EXT. GOTHAM PLAZA--MORNING--DAY



     MECHANICS hustle about the tree, trying to fix it.



     Bruce Wayne gazes at this hapless exercise, then moves

     past the torched Bat merchandising toward the Shreck

     building.



     INT. THE OUTER OFFICE--DAY



     Max and Chip stare, expressionless, out the shattered

     office window.  Snow has wisped into the office.



                             MAX

               ... I hope nothing--I don't know,

               "icky" happened to her.  Devoured

               by stray reindeer, or ... Bruce.



     Bruce Wayne has just entered.  As he shakes with Max, his

     eyes drift to the window.



                             BRUCE

               Hmm.  Primitive ventilation.



                             MAX

               Damn those Carny bolsheviks the

               other night, throwing bricks at

               my windows --



                             BRUCE

               No.  No glass on the inside.



                             MAX

                      (fidgets)

               Weird, huh?



     INT. THE CONFERENCE ROOM--DAY



     Bruce sits at the circular conference table.  Max paces.



                             MAX

               I'd offer you coffee, but my

               assistant is using her vacation time.



                             BRUCE

               Good time, too.

                      (pointedly)

               Everyone but the bandits seem to be

               slacking off till after New Years'.



     Max aggressively sits knee to knee with Bruce.



                             MAX

               Not sure I like the inference,

               Bruce.  I'm pushing this power

               plant now only because it'll cost

               more, later.  And a million saved

               is a million earned --



     Bruce SNAPS open his briefcase, pulls out a bound report.



                             BRUCE

               I commissioned this report.

               Thought you should see it.



     Ostentatiously bored, Max flips through the thing.



                             BRUCE

               I'll cut to the chase, Max: 

               Gotham City has a power surplus.

               I'm sure you know that.  So the

               question is:  what're you up to?



     Max jumps to his feet.



                             MAX

               "A power surplus"!?  Bruce, shame

               on you -- no such thing!  One can

               never have too much power.



     Chip, standing tall beside his dad, vehemently nods.



                             MAX

                      (pious)

               If my life has had any meaning,

               that's the meaning.



                             BRUCE

               Max, I'm gonna fight you on this.

               The Mayor and I have already spoken

               and we see eye to eye here.  So --



                             MAX

               Mayors come and go.  And heirs

               tire easily.  Really think a

               flyweight like you could last

               fifteen rounds with Muhammed

               Shreck.



                             BRUCE

               I'm not scared of you, Max.



     He shuts his briefcase and stands.



                             BRUCE

               Not compared to that "Cobblepot"

               person you're promoting...



                             MAX

                      (derides)

               Scared of Oswald, are you?  Why,

               if his parents hadn't eighty-

               sixed him you two might've been

               roomies, at prep school!



                             BRUCE

               "Oswald" is linked to the Red

               Triangle Gang.  I can't prove it

               but we both know it's true.



                             MAX

               Wayne, I'll not stand for mud-

               slinging in this office.  If my

               assistant were here, she'd already

               have escorted you out, to --



                             WOMAN'S VOICE, OS

               -- wherever he wants.



     Bruce, Max and Chip all turn, to see:



     Selina, as she sashays in.  Assertively dressed and

     coiffed, hand bandaged but head held high.



                             SELINA

               Preferably some nightspot, grotto,

               or secluded hideaway ...

                      (to Bruce)

               You look good in a suit.



     Recognizing her as the spirited woman he'd stared at in

     the plaza, Bruce gives her a warm smile.



                             MAX

                      (stunned)

               Selina?!  Selina ... Selina ...



                             SELINA

               That's my name, Maximillions.

               Don't wear it out, babe, or I'll

               make you buy me a new one.



                             MAX

               Uh, Selina, this is, uh, Bruce

               Wayne.



                             BRUCE

               We've met.



                             SELINA

               Have we?



     Bruce realizes his "error."



                             BRUCE

               Sorry.  I mistook me for somebody

               else.



                             SELINA

               You mean mistook me?



                             BRUCE

               Didn't I say that?



                             SELINA

                      (amused)

               Yes and no ...



     Bruce steps forward.  Gently takes her bandaged hand.



                             BRUCE

               What happened?



                             MAX

               Yes, did -- did you injure yourself

               on that ski slope?  Is that why

               you cut short your vacation and

               came back?



     His steely smile says:  answer "yes" or else.  Selina

     shrugs.



                             SELINA

               Maybe that broken window over there

               had something to do with it, or

               maybe not, it's blurry ... I mean,

               not complete amnesia ... I remember

               Sister Mary-Margaret puking in

               Church, and Becky Riley said it was

               morning sickness.

               And I remember the time I forgot

               to wear underpants to school, and

               the name of the boy who noticed

               ... Ricky Friedburg, he's dead

               now ... But last night?  Complete

               and total blur.



     Max trades looks with Chip.  Then:



                             MAX

               Selina... Please show out Mr. Wayne.



     INT. OUTER OFFICE - DAY



     Selina sees Bruce to the elevator.  They scope each

     other ...



                             SELINA

               You don't seem like the type who

               does business with Mr. Shreck.



                             BRUCE

               No.  And you don't seem like the

               type who takes orders from him.



                             SELINA

               Well that's a ... long story ...



                             BRUCE

               Well, I could ... free up some

               time...



                             SELINA

               I'm listed.



                             BRUCE

               I'm tempted.



     Selina backs toward the conference room.



                             SELINA

               I'm working.



     Bruce backs into the corridor.



                             BRUCE

               I'm leaving.



     INT. CORRIDOR--DAY



     Bruce punches the down button to punctuate the syllables:



                             BRUCE

               Se-li-na.



     The car arrives.  He gets in.  Suddenly remembers some-

     thing.  Fights the closing doors, dashes out!



     INT. OUTER OFFICE--SAME TIME



     Selina stops to spitefully squeeze a few drops of blood

     from her injured fingertip into the percolating coffee.



     Suddenly she looks up, realizing that Bruce is standing

     here.  Embarrassed, she jokes:



                             SELINA

               Pouring myself into my work.



                             BRUCE

                      (smiles, then)

               I, ah ... didn't catch your last

               name.



                             SELINA

               Oh.  "Kyle."



     She mimes making a telephone call.



                             SELINA

               Rhymes with "dial."



     Bruce signals: gotcha.  Then backs out.



     INT. CONFERENCE ROOM--SAME TIME



     As a brooding Max dials out:



                             CHIP

               You buy this "blurry" business?



                             MAX

                      (shrugs)

               Women... nothing surprises me, Chip.

               Excepting your late mother... Who

               even knew Selina had a brain to

               damage?  Bottom line:  she tries

               to blackmail us, we drop her out

               a higher window.  Meanwhile I got

               badder fish to fry.

                      (into phone)

               Yeah -- Oswald, please.



     INT. STOREFRONT OFFICE BUILDING (CAMPAIGN H.Q.)--DAY



     A two-story warehouse space with a particularly funky top

     floor.  A dozen Red Triangle Carny Creeps rough-house on

     the filthy loft floor.  Others crawl in and out, through

     a vent.



     Penguin is sitting by an open window, enjoying the brisk

     winter air as he reviews his stack of legal pads, cross-

     referencing them against a Gotham City White Pages ...

     and scribbling down addresses, next to the boys' names ...



     The Organ Grinder lofts the phone to Penguin.



                             ORGAN GRINDER

               For you, boss.



                             PENGUIN

               Yeah, what is it?  I'm busy up

               here?



     INT. SHRECK CONFERENCE ROOM--SAME TIME



     Max smiles.



                             MAX

               Good.  Stay busy up there.



     INT. STOREFRONT OFFICE BLDG.--SAME TIME



     As Max continues, VO, we slowly BOOM DOWN to the GROUND

     FLOOR.  A far shinier, spiffier, classier, freshly-

     painted space ...



                             MAX'S VOICE

               I got plans for us, below.



     A lone Volunteer tapes red, white and blue bunting around

     the perimeter of the room.  Bunting never looked so ominous.



     QUICKLY BOOM BACK UP to the funky top floor.



                             PENGUIN

                      (distracted)

               "Plans."  Swell.  Later.



     He slams down the receiver.  Then goes back to the phone

     book, and his list ...



     EXT. ANOTHER ALLEY--NIGHT



     where a relatively normal-looking MUGGER slaps his hand

     over a FEMALE VICTIM's mouth and rummages into her purse.



                             FEMALE VICTIM

               Help Bat--



                             MUGGER

               Now-now, pretty young thing, nice

               and easy...



                             FEMALE VICTIM

               Please, don't hurt me, I'll do

               anything...



     Suddenly the mugger squeals in pain -- his hand is

     yanked out of the purse by a stinging whip that's

     wrapped around his wrist.



     With a screech, Catwoman suddenly lands around the

     mugger's neck, twisting him down in a brutal tackle.



                             CATWOMAN

               I just love a big strong man who's

               not afraid to show it, with

               someone half his size.



                             MUGGER

               Who the...



     Catwoman smiles politely, and puts away her whip. 



                             CATWOMAN

               Be gentle, it's my first time.



     The Mugger charges up at Catwoman, who savagely Rockettes

     him back, gasping with fixed-the-toaster-by-myself delight.

     Then a flurry of talon scratches across his face that sends

     him squealing to the asphalt.



                             CATWOMAN

               Tic....Tac....Toe.



                             FEMALE VICTIM

                      (rushing up)

               Thank you, thank you, I was so

               scared...



     Catwoman swats the Female Victim back against a wall.



                             CATWOMAN

               You make it so easy, don't you --

               you pretty, pathetic young thing?

               Always waiting for some Batman to

               save you.



     The Female Victim is quaking, mouth twitching in fear ...

     As Catwoman leans forward, Victim cringes, expecting the

     worst.  But Catwoman throatily whispers into the Female

     Victim's ear:



                             CATWOMAN

               "I'm Catwoman, hear me roar."



     Then gaily cartwheels out of the alley, into the night.



     INT. STOREFRONT OFFICE BLDG. (CAMPAIGN H.Q.)--NEXT DAY



     The Strongman pumps iron, rippling the bellydancers

     tattooed on his biceps.  An acrobat walks on his hands

     across the filthy floor, past ...



     Max, walking Penguin down the stairs, one hand over his

     protegee's slitted eyes.



                             MAX

               Don't look, Oswald.  It's a

               surprise.



                             PENGUIN

               A big bag of fan mail?  Filthy

               lucre?  Wait don't tell me ... Is

               it a broad?



     We follow them down to the spiffy ground floor storefront.



     INT. CAMPAIGN H.Q.--DAY



     Max lifts his palm off Penguin's puss.



                             MAX

               Ta-da.



     Penguin's eyes pop.  We reveal the storefront (the window

     is draped for secrecy) as Cobblepot For Mayor campaign

     headquarters!  Bunting, balloons, posters proclaiming Ozzie

     vs. the Insiders, desks, MacIntoshes, and fresh-scrubbed

     college-kid Volunteers.



     Who now burst into CHEERS and APPLAUSE for a speechless

     Penguin.  Under all that ruckus.



                             PENGUIN

               Bu ... wh ... I ... I mean ...



                             MAX

               Yes, adulation is a cross to bear.

               God knows I know.  But someone's

               got to supplant our standing-in-

               the-way-of-progress Mayor and

               don't deny it, Mr. Cobblepot, you've

               got the magic!



                             PENGUIN

               Max, elections happen in November.

               Is this not late December, or have

               I inhaled too much swamp gas in my

               time?



     Suddenly, a stylish, slick and instantly loathsome pair pop

     out of nowhere, bedecked with accessories -- JOSH and JEN.



                             JOSH

               Keep the umbrella!  Works for you!

               I'm Josh.  Here!  Reclaim your

               birthright!



     He sticks a gold cigarette holder in Penguin's mouth.  As

     they flutter around him, Penguin instinctively fidgets.



                             JEN

               I'm Jen.  Stand still while I slip

               on these little glove-thingies ...



     She's tugging cute stuffed Mickey Mouse-y gloves over the

     Penguin's fingers, and trying to suppress her gag reflex.



                             JEN

               Our research tells us that voters

               like fingers.



     Josh, meantime, queasily fingers Penguin's tattered

     clothes.  Then flashes a "we've got a ways to go"

     grimace, at Max.



                             JOSH

               Not a lot of reflective surfaces

               down in that sewer, huh?



     Jen chuckles.  Penguin joins in the laughter.  The

     Volunteers laugh, too.



                             PENGUIN

               Still, could be worse.  My nose

               could be gushing blood.



                             JOSH

                      (frankly confused)

               Your nose could ... what do you ...



     Penguin suddenly -- viciously -- chomps on Josh's cute

     snout.  The Volunteers GASP.



                             MAX

               Enough!  Everyone ...



     While Josh faints, in b.g., Max leads Penguin away to a

     quiet corner.  And confides:



                             MAX

               You're right, we missed the

               regularly scheduled election.  But

               elected officials can be recalled,

               impeached, given the boot!  Think

               of Nixon, Meacham, Barry ... Then

               think of you, Oswald Cobblepot,

               filling the void.



     Penguin nods.  He's thinking about something quite like

     that.



                             PENGUIN

               Me and that "Jen" chick... maybe

               we could take a tumble...



     He furtively glances over at Jen, swabbing Josh's blood.



                             PENGUIN

               Wonder if it's worth my time.



                             MAX

               We need signatures.  To overturn the

               ballot.  I can supply those, Oswald.



                             PENGUIN

               I could teach her my "French

               flipper" trick...



                             MAX

               Oswald:  We need one more thing.



                             PENGUIN

                      (snapping out of it)

               A platform?  Lemme see ... Stop

               global warming.  Start global

               cooling.  Make the world a colder

               place.  Frigid ...



                             MAX

               That's fine, Oswald.  But to get

               the Mayor recalled, we still need

               a catalyst, a trigger, an incident.

               Like the Reichstag fire, the Gulf

               of Tonkin.



                             PENGUIN

               "You're doin' great, Mayor

               Cobblepot."  "Your table is ready,

               Mayor Cobblepot."  "I need you,

               Oswald.  I need you now.  That's

               the biggest parasol I ever --"



     Suddenly Max's words sink in.  Penguin points at the ceiling.



                             PENGUIN

               Ah.  You want those lawless,

               mindless, homicidal imbeciles up

               there ... you want my old friends

               ... want them to humiliate the

               powers that be.  Drive the Mayor

               into a foaming frenzy.  You want

               my hideous cohorts to go haywire.



     Max smiles.



                             MAX 

               Precisely.  But they must come and

               go via the plumbing ducts that I've

               provided.  That shall be as sacred

               as the separation between church

               and state.



                             PENGUIN

               ... Want 'em to go apeshit.  Nutso.

               Ballistic ... Do permanent damage

               to little old ladies.  Loot, pillage,

               annoy people in a big way ...

                      (muses)

               Sounds fun.  But I ...



     Max looks at him: but you what?  An evil shadow falls

     over Penguin's face.  We DRIFT IN on his slitted eyes, as:



                             PENGUIN

               I got my own ... quest to pursue

               up here.  It's crucial I not get

               sidetracked, with some silly ...



                             MAX

               Sidetracked?  Oswald, this is

               your chance to fulfill a destiny

               that your parents carelessly

               discarded ...



                             PENGUIN

                      (puffing up)

               Reclaim my birthright, y'mean?



                             MAX

                      (nods)

               Imagine:  You'll have the ear of

               the media.  Access to captains

               of industry.  Unlimited poon-

               tang ...



     Penguin quickly decides.



                             PENGUIN

               I wanna be the Mayor.  I wanna be

               the Mayor of Gotham City ...



     Then looks out at the city.  And makes a benediction:



                             PENGUIN

               Burn, baby, burn.



     EXT. ANOTHER GOTHAM STREET--NIGHT



     Wearing protective goggles, the ORGAN GRINDER twists out

     some music as his monkeys dance.  Then    nges down on

     his Organ Box causing an Insta-Teller machine to explode.

     His monkeys hop up to snatch flaming cash.

 

                             ORGAN GRINDER

               All this dough... it's burning a

               hole in my pocket!



     INT. CAMPAIGN HEADQUARTERS--NIGHT



     Upstairs.  Penguin stands by the open window, watching

     the destruction, his face lit by the flames outside as

     he HEARS updates from a fat Clown, his ear against a

     radio.



                             FAT CLOWN

               The Ice Rink was torched!

                      (then)

               The 12th Precinct reports

               offensive graffiti and a pharmacy

               heist!



     Penguin makes a fist, with phony fingers.



                             PENGUIN

               Love to get my flippers dirty.

               Bust someone's skull.  Eat someone's

               pet ...

                      (then, a statesman)

               But action must be balanced with

               discretion ...



     He moves back to his desk.  Resumes writing.



     As we MOVE IN on Penguin, we reveal that he's adding new

     addresses, to his mysterious list...



     INT. SELINA'S APARTMENT--NIGHT



     Selina looks out almost longingly at the unfolding

     apocalypse below.  Suddenly Miss Kitty leaps onto the sill

     and then out the open window.  Inspired, Selina jumps up

     and goes for her Catwoman garb.  As she effects a quick

     change:



                             SELINA

               An orgy of sex and violence?  Count

               me in, Miss Kitty.



     She crawls cat-like through the narrow gap, onto the ledge.



                             SELINA

               It's the purr-fect cover, for

               the purr-fect crime.



     EXT. ANOTHER GOTHAM STREET--NIGHT



     The Knifethrower Dame axes down a store door.  Other

     gang members pound DEFENSELESS VICTIMS.  All suddenly

     turn TO CAMERA -- to Batman.



     Batman reaches into his bat-belt and pulls out what looks

     like a sleek black Gameboy.  As if bored on a plane,

     batman casually punches in a set of white dots and one

     red one.  The Knifethrower Dame rockets a blade into his

     Bat-chest plate.  Batman keeps punching in dots.



     With a simultaneous howl, the band of thugs charge at

     Batman from every direction.  Batman presses a button on

     his Gameboy that causes batarang arms to sprout out.

     Batman heaves the super-batarang.



     The super-batarang whizzes with wild concentration, pin-

     balling from Creep skull to Creep skull, slamming them

     all, including a lunging gang member behind Batman, to

     the ground.



     But now, as it wobbles back to Batman, the Ratty Poodle

     leaps up and snatches the batarang in his rotten teeth.

     The Poodle, led by the Poodle Lady, scurries off.



     Before Batman can give chase, the Raggedy Sword-Swallower

     leaps out at him.  Batman gives him a strategic elbow to

     the ribs and pulls the sword from his mouth.  A Thin

     Clown with a bomb strapped to his chest pops out next.



                             THIN CLOWN

               I'll blow up this whole --



     Batman lashes out with the sword and shears the bomb from

     the Thin Clown's chest.



     Batman catches the bomb, then slams the Clown to the

     ground with the back of the sword.  Flinging away the

     sword, Batman goes searching for his super-batarang.



     EXT. SHRECK'S DEPARTMENT STORE--NIGHT



     Catwoman saunters up to the door of a closed Shreck's

     department store and punctures the Shreck Kitten logo on

     the glass, with her talons.



     INT. DARKENED DEPARTMENT STORE--NIGHT



     Catwoman dashes down an aisle, shredding the priceless

     blouses of a gauntlet of pouting mannequins.  She twists

     up the volume on a stereo, blasting cool jazz.  She

     stamps atop a jewelry case in a girlish tantrum.



                             CATWOMAN

               Oh, for me?  You shouldn't have...



     At the sound of shattering, a PAIR OF SECURITY GUARDS

     round a corner to see Catwoman now merrily bouncing on

     a trampoline in Physical Fitness.



     From Catwoman's rising and falling POV, the Security Men

     gasp up.



                             SECURITY ONE

               Who is she?  What is she?



                             SECURITY TWO

               I don't know whether to shoot or

               fall in love.



                             CATWOMAN

               You poor guys ... always confusing

               your pistols with your privates ...



     The Guards have unholstered.  Before they can fire,

     Catwoman swooshes down, thrashing them to the ground.

     Then cartwheels to a wall tile that she bashes open,

     revealing a propane tank behind it.  She talons off a

     hose, letting gas hiss away ...



                             GUARD 1

               Don't hurt us!  Our take-home is

               under three-hundred.



                             CATWOMAN

               You're overpaid.  Hit the road.



     The Guards have already taken off running as Catwoman

     skips over to Car-Care, gathers up a handful of aerosol

     cans ... then saunters down to Today's Kitchen, and shoves

     the cans into a row of microwave ovens.  Giddily BEEPS

     them all ON.



     EXT. GOTHAM PLAZA--NIGHT



     The Tattooed Strongman swaggers out from a patch of smoke

     behind Batman and looses a savage kidney punch.  Batman

     painfully reels forward, keeping balance.



                             TATTOOED STRONGMAN

               Before I kill you, I let you hit

               me.  Hit me.  Come on, hit as hard

               as you can.  I need a good laugh.



     Batman punches the Strongman's stomach.  The Tattooed

     leviathan roars with laughter.



                             TATTOOED STRONGMAN

               You call that a...



     The Tattooed Strongman stops laughing when he looks down

     and sees that Batman has attached the Thin Clown's bomb

     to the Not-so-Strongman's leopard skin.  Batman gives him

     a calm, firm push into an open manhole.



     An explosion geysers out of it.  Batman turns from the

     blast at the precise moment Penguin meanders out of the

     darkness, casually shaking debris off his umbrella.  They

     stop dead at the sight of each other.



                             BATMAN

               Admiring your handiwork?



                             PENGUIN

               Touring the riot scene.  Gravely

               assessing the devastation.

               Upstanding mayor stuff.



                             BATMAN

               You're not the Mayor.



                             PENGUIN

                      (shrugs)

               Things change.

                      (sticks out a

                       glove)

               Hey, good to meet you.  We'll be

               working hand in glove in Gotham's

               glorious future.



     Batman doesn't shake.  Instead he gestures at the plumes

     of smoke all around the plaza.



                             BATMAN

               Once you were their freak, now

               these clowns do your bidding.

               Must feel pretty good.



                             PENGUIN

               Better than you know, Bat-boy.



                             BATMAN

               What're you really after?



                             PENGUIN

               Ah, the direct approach.  I admire

               that in a man with a mask.  But

               you don't really think you'll ever

               win, playing it your way ..?



                             BATMAN

                      (cold smile)

               Things change.



     Penguin is fashioning a retort, when both men suddenly

     turn, mesmerized, to the sight of Catwoman coming toward

     them from out of Shreck's department store, startling

     back flip by startling back flip.  She does a final

     somersault and lands on her feet, ten yards away.



                             CATWOMAN

                      (dry enunciation)

               Meow.



     The department store behind her goes up with a glowing

     roar.  Batman and Penguin are knocked back.  Both men

     quickly regain their balance.  But neither can speak,

     right away.  Presently:



                             PENGUIN

               I saw her first.

                      (then, opens

                       umbrella)

               Gotta fly.



     The steel rods of Penguin's umbrella spin out of control,

     shredding off the black cloth and turning into a mini-

     helicopter that lifts Penguin off the ground.



     Meantime Batman catches sight of Catwoman scaling the

     ridges of a Plaza building.



     EXT. BUILDING ROOFTOP--NIGHT



     Batman storms up the last of the fire escape and passes

     Catwoman, curled atop a rooftop power shack.  When she

     speaks, Batman turns to see her slink down.  Disarming

     patches of flesh are revealed all over her battle-ripped

     outfit.



                             CATWOMAN

               Where's the fire?



                             BATMAN

               "Shreck's."  You --



     Catwoman launches a brutal kick in Batman's face.  Batman

     vibrates back a few steps, then comes forward and slams

     Catwoman into a whimpering ball.  She looks up, shocked.



                             CATWOMAN

               How could you?  I'm a woman...



                             BATMAN

                      (suddenly taken

                       aback)

               I'm -- sorry, I --



     Catwoman spins, pounding Batman off the ledge.  Then

     lashes out her whip, coiling it around Batman's flapping

     arm.  With both hands, she jerks him up.  Lashes her end

     of the whip to a weather vane.



                             CATWOMAN

               As I was saying:  I'm a woman, and

               can't be taken for granted.  Are

               you listening, you Batman you?



                             BATMAN

                      (grimaces)

               Hanging on every word.



                             CATWOMAN

               Good joke.  Wanna hear another one?



     Batman nods:  Lay it on me.



                             CATWOMAN

               The world tells boys to conquer the

               world, and girls to wear clean

               panties.  A man dressed as a bat

               is a he-man, but a woman dressed

               as a cat is a she-devil.  I'm just

               living down to my expectations.

               Life's a bitch -- now so am I.



     She runs her talons over the whip-lifeline.  Meantime

     with his free arm, Batman reaches into his bat belt and

     pulls out a plastic mini-test tube with a blue fluid on

     top, red fluid on the bottom, separated by a thin barrier.



                             BATMAN

               A "he-man"?  Sure.  They shine

               that beacon in the sky, then wonder

               what hole I crawl out of.



                             CATWOMAN

               Wow, a real response and you're

               not even trying to get into my tights.

               But explain me ... If you're

               so down on "them" out there, why

               bust your bat-buns to protect 'em?



                             BATMAN

               I just can't sleep at night.

               Exploding department stores keep

               me up.  One ...



     He snaps the tube.  As the blue seeps into the red and

     the tube slowly glows purple ...



                             CATWOMAN

               I can't sleep either, lately.  A

               little link, between us.  But

               bottom line baby, you live to

               preserve the peace, and I'm dying

               to disturb it.  That could put a

               strain on our relationship.



                             BATMAN

               ...four, five.



     He lobs the now-bubbling tube as Catwoman starts to sever

     the whip.  The mixture explodes against her forearm.  She

     SHRIEKS like a dying cat and soars down onto the next

     ledge, barely.



     Batman leaps down, to her.  Her talons frantically claw

     and scratch as she tries not to plummet.  Batman grabs

     her, pulls her up -- for a moment, they're embracing.



                             CATWOMAN

               Who are you?  Who's the man behind

               the bat?  Maybe he can help me

               find the woman behind the Cat.

                      (pressing armor)

               That's not him ... Ah, here you

               are ...



     Her talons poise at the edge of Batman's armor, just above

     the waist.  Suddenly Catwoman thrusts.  Batman ROARS with

     pain and fiercely swats Catwoman away -- off the building!



                             BATMAN

               -- No --



     He watches in shock as her body hurtles toward the ground.



     EXT. GOTHAM STREET--NIGHT



     But at the last minute, from out of nowhere, a dumptruck

     filled with sand passes, and Catwoman lands in a soft dune.



     EXT. TRUCK (MOVING)--NIGHT



     As the truck motors off, Catwoman waves a paw up at

     Batman.  Then murmurs, as she cozily rolls around in the

     sand:



                             CATWOMAN

               Saved by kitty-litter.  Some

               date ...



     Then, lit by a streetlamp, she tears up her sleeve to

     study the nasty injury Batman dealt her.



                             CATWOMAN

               So it's not a corsage.  But a

               burn lasts so much longer.  The

               bastard.



     INT. THE BAT CAVE--NIGHT--LATER



     Batman, disrobing, checks the puncture wounds on his

     stomach.



                             BATMAN

               The bitch.



     Then he buzzes for his butler.



                             BATMAN

               Alfred ... Would you bring me some

               antiseptic ointment, please?



                             ALFRED'S VOICE

               Coming ... Are you hurt?



                             BATMAN

               My ego, mostly.



     He signs off.  Then lightly rubs the wound ... and

     murmurs:



                             BATMAN

               ... Meow.



     INT. SHRECK OUTER OFFICE--NEXT DAY



     Selina sits at her desk.  The old Post-its are now

     replaced.  The new ones read "Defy Authority," "Take No

     Prisoners" and "Expose The Horror."  A buzzing fly

     distracts her as she works ... without looking up, her

     hand nails the little pest with feline precision.  With

     her other hand she grabs a carton of lowfat milk.  Then

     impatiently stands ...



     INT. SHRECK CONFERENCE ROOM--DAY



     Selina saunters in, with coffee.  Chip, seeing her, sits

     up ramrod-straight.



                             SELINA

               Morning, Max.  Bummer about the

               store.  You insured?



                             MAX

               I damn well better be.  In fact I

               want you to phone those goniffs

               over at Gotham Insurance and tell

               them --



                             SELINA

               Actually I have to split.  Take

               a "personal day."  You don't mind?

               Max, you're tops.



     Max nods -- sure, sure -- then sips his coffee.  And

     spits a live cockroach from his mouth!



     Both Max and Chip GAG as it crawls across the table.



                             SELINA

               Those darned exterminators.  They

               swore the machine was ship-shape.



     With that she turns, and saunters out.



     EXT. CAMPAIGN HEADQUARTERS--NOON



     After last night's rampage, the curtain has come off the

     window, revealing the storefront as the nucleus of a new

     political movement.  Twin banners read:  "Oswald Means

     Order" and "Cobblepot Can Clean It Up."



     INT. CAMPAIGN HEADQUARTERS--NOON



     The room is crowded with Press and Volunteers, who

     surround Penguin (cooled by a fan) as he pontificates ...



                             PENGUIN

               I may have saved the Mayor's baby,

               but I refuse to save a Mayor who

               stood by, helpless as a baby,

               while a band of hooligans flushed

               our fair city down the tubes of

               debauchery, devastation --



     ANGLE--AGGRESSIVE REPORTER



     One one of the pay phones in back.  Other reporters call

     in stories to their editors as Penguin RAGES in b.g.



                             AGGRESSIVE REPORTER

               Oswald Cobblepot, the mystery

               man-beast who's been delighting

               Gotham, today made his bid to

               deliver Gotham ... from ruffians

               who've run riot, and from a Mayor

               he's called "impotent, inept ..."



     BACK TO PENGUIN



     As he concludes his exhortation to the throng:



                             PENGUIN

               ... inept, indecisive, and ... and

               too tall.  We don't need a tall

               man to run this town.  The bigger

               they are, the harder they fall.

               We need a ... compact man who carries

               a big umbrella.  Thank you, all.



     Puffing from the APPLAUSE, he heads for the stairs and

     passes an adoring young Volunteer Bimbo.



                             VOLUNTEER BIMBO

               Mr. Cobblepot, you're the coolest

               role model a young person could have ...



                             PENGUIN

                      (raw lust)

               And you're the hottest young person

               a role model could have.  Here,

               wear a button.



     Penguin fondles and fumbles a campaign button onto the

     pert breast of the starry-eyed Bimbo.



     Then, as he struts upstairs:



                             PENGUIN

               I could really get into this Mayor

               stuff.  It's not about power, it's

               about ... reaching people.

               Touching people.  Groping people ...



     INT. CAMPAIGN H.Q. UPPER STORY--AFTERNOON



     In sordid contrast to the gleaming h.q. below.  The

     Organ Grinder supervises construction of various arcane

     weaponry.  As Penguin enters, the Fat Clown pops in his

     face.



                             FAT CLOWN

               Hey Penguin, there's a --



     Penguin savagely stomps on the Clown's oversized shoe.



                             PENGUIN

               My name's not Penguin!  It's

               Oswald Cobblepot!



     He continues on, still musing:



                             PENGUIN

               Hell, maybe I'll get laid on the

               campaign trail ... Happy Trails ...



     The KNIFETHROWER DAME blocks his path.



                             KNIFETHROWER DAME

               Oswald ... someone here to see

               you.



     She nods at Penguin's bed, in the corner.  He lights up

     as he sees Catwoman, sexily curled up on the mattress.

     (Hanging above is a birdcage, where Penguin's filthy

     CANARY intermittently SHRIEKS.)



                             PENGUIN

                      (throaty squawk)

               Just the pussy I been looking for.



     Catwoman sits up, languidly stroking her shoulders.



                             CATWOMAN

               Chilly in here.



     In fact there are twin air conditioners, on adjacent

     walls, both aimed at the bed and going full blast.



                             PENGUIN

               I'll warm ya!  I got hot mitts --!



                             CATWOMAN

               Down, Oswald.  We have to talk.  You

               see we've got something in common.



                             PENGUIN

               Appetite for destruction?

               Contempt for the czars of fashion?

               Wait don't tell me ... Naked

               sexual charisma?



                             CATWOMAN

               Batman.  The thorn in both our

               sides, the fly in our ointment.



                             PENGUIN

                      (cagey)

               Huh?  You're implying I'm some

               kinda psycho criminal?



     Catwoman ironically takes in the sociopathic chaos.  Then

     stands.



                             CATWOMAN

               My mistake.



     Penguin sits her back down.



                             PENGUIN

               Are you perchance a registered

               voter?  I'm also a mayoral

               prospect.



                             CATWOMAN

               I have but one pet cause, today:

               Ban The Bat.



                             PENGUIN

               Oh, him again.  He's already

               history -- check it out.



     Penguin gestures at the wall ... detailed drawings and

     blueprints of the Batmobile, inside and out.



                             PENGUIN

               We're gonna disassemble his spiffy

               old Batmobile, then reassemble it

               as an H-bomb on wheels.  Capiche?

               Yesterday's victor is tomorrow's

               vapor.



                             CATWOMAN

                      (shakes her head)

               He'd have more power as a martyr.

               No, to destroy Batman we must

               first turn him into what he hates

               most.  Meaning, us.



     There's an array of closed umbrellas, propped.  Penguin

     picks a disturbingly phallic one, strokes Catwoman's

     thigh with it.



                             PENGUIN

               Y'mean frame him?



                             CATWOMAN

               You're quick.  Mayor Cobblepot.



     As the umbrealls-dildo travels up, toward Catwoman's

     crotch:



                             PENGUIN

               Right on!  Batman goes Manson, and

               the Mayor goes South.  Straight

               into the sewer.  Actually it's not

               so bad down there, I miss the

               drip, drip, drip ...



     Meanwhile Catwoman has noticed, on Penguin's night-table,

     the tall stack of legal pads filled with names.



                             CATWOMAN

               Hmm ... Not even in office yet,

               and already an enemies list ..?



     Attempted seduction forgotten, Penguin springs up,

     scurries over and covers the stack with his gloves.



                             PENGUIN

               Those names are not for prying eyes!



     And suddenly it hits him:



                             PENGUIN

               Hey, why should I trust some

               Catbroad?  This is the big-time.

               Are you the real item?  Maybe you're

               just some screwed-up sorority chick

               who's getting back at Daddy for not

               buying her that pony when she

               turned sweet sixteen ...



     Catwoman gulps, nervous -- then retaliates by shooting

     her paw into the birdcage.  She pulls out the canary and

     shoves it into her mouth.  Penguin leaps up, frantic.



                             PENGUIN

               No, don't hurt Gertrude!  I was

               just -- whattaya call it --

               "flirting."



     Catwoman coolly spits out the canary, which flutters off.



                             PENGUIN

               Thanks.  Jeez.  Not used to this

               man-woman, cat-mouse business.

               Generally the babes flock to me,

               I tell 'em take a number.



                             CATWOMAN

               You're off the hook, Ozzie.  But

               Batman is decidedly not.



     She drifts over to Penguin and starts to vamp him,

     gliding her talons over his grotesque, sweating features.



                             CATWOMAN

                      (sultry skulking)

               He napalmed my arm.  He knocked me

               off a building just when I was

               starting to feel good about myself.

               I want to play an integral part

               in his degradation.



                             PENGUIN

                      (tentative)

               Well, a plan is forming ... A

               vicious one, involving the loss

               of innocent life ...



                             CATWOMAN

               I want in.  The thought of busting

               Batman makes me feel all ...

               dirty.  Maybe I'll give myself a

               bath right here ...



     Catwoman slyly licks an arm.  Penguin grossly licks his

     lips.



                             PENGUIN

               You just got yourself a deal,

               Cat-doll.



     EXT. WAYNE MANOR--THAT NIGHT



     Through the window, we see the sparkling Christmas tree.

     And we HEAR, wafting from the TV set:



                             PENGUIN'S VOICE

               I challenge the Mayor to re-light

               the tree in Gotham Plaza, tommorow

               night.



     INT. WAYNE MANOR LIVING ROOM--NIGHT



     Alfred serves Bruce his supper, as Bruce impassively

     watches "Oswald Cobblepot" at campaign headquarters, on

     local news.



                             PENGUIN

                      (on TV)

               He must prove that under his

               administration, we can carry on

               our proud traditions without fear.

               Not that I have any faith in the

               Mayor... but I pray, at least,

               that Batman will be there, to

               preserve the peace.



     Alfred notices his boss quietly seething.



                             ALFRED

               Sir.  Shall we change the channel

               to a program with some dignity and

               class?  "The Love Connection,"

               perhaps?



     Bruce quietly tells the preening image on the screen:



                             BRUCE

               You're very subtle, "Oswald."



     Then moodily clicks OFF the TV.



     EXT. THE SHOPS OF GOTHAM PLAZA--DAY



     NAIVELY GIDDY CHILDREN and GUARDEDLY AMUSED PARENTS

     browse a damaged but not defeated line of Plaza shops.

     Father, Mother, and Boy--A FAMILY HIGHLY REMINISCENT OF

     YOUNG BRUCE WAYNE AND HIS DOOMED PARENTS--drift to a

     magically intact toy store window.



     Bruce Wayne sidles up beside them and sadly contemplates

     the cozy menage.  He turns and looks, not through the

     window, but at it, at the reflection of himself.



     In the corner of the window reflection is a reflection of

     Selina Kyle standing across the street.  Her back turned,

     she is also looking toward a store window.  Noticing her,

     Bruce turns from his window.



     EXT. THE STORE ACROSS THE STREET--DAY



     Selina grimly stares at her reflection.  And asks

     herself:



                             SELINA

               Why are you doing this?



     Bruce touches her shoulder, startling her.



                             BRUCE

               Selina.  Hi.  Didn't mean to --



                             SELINA

               Scare me?  No, actually, I was

               just scaring myself ...



                             BRUCE

               I don't see how ... Anyway, it's

               a treat to find you out in the

               world, away from Ebeneezer

               Shreck.



                             SELINA

                      (halfhearted)

               Treat to be here.



     They begin to stroll, together.



                             BRUCE

               What's the story?  Holiday blues?



     Selina nods at a newsstand as they pass it:  blazing

     headlines that read "BATMAN BLOWS IT," "IT'S A CAT-

     ASTROPHE" and "MEE-OUCH!"



                             SELINA

               The news these days ... weird.

               People looking to superheroes for

               their peace of mind, and blaming

               their problems on super-villains

               ... instead of themselves, or

               their spouses at least.



                             BRUCE

               And it's not even accurate ... I

               mean, "Batman Blows It"?  The guy

               probably prevented millions in

               property damage.



                             SELINA

                      (nodding)

               I heard on TV, "Catwoman is thought

               to weigh 140 pounds."  How do

               these hacks sleep at night?



     In b.g., Police cordon off the Plaza.  Workers hoist

     signs that read "The Relighting of the Tree, Tonight at

     Seven!"



                             SELINA

               You're not coming to that, are

               you?  "The Relighting of the Tree"

               thing?



                             BRUCE

               I wouldn't be caught dead.  No,

               it's probably how I would be

               caught.  The Mayor stupidly took

               Cobblepot's bait --



                             SELINA

               -- and it's gonna be a hot time

               in the cold town tonight.



     Bruce glances at her, surprised.



                             BRUCE

               You almost sound enthusiastic.



                             SELINA

                      (shrugs)

               I detest violence, but ...

               Christmas complacency can be a

               downer, too.



                             BRUCE

                      (chuckles)

               You've got a dark side, Selina

               Kyle.



                             SELINA

               No darker than yours, Bruce.



                             BRUCE

                      (muses)

               Well, I'm... braver at night, if

               that's what you mean... 



                             SELINA

                      (surprised, glances over)

               Yeah?  Me too...



     They pass the stage where, the Ice Princess is being re-

     briefed on the difficult job of pressing the gaily multi-

     colored button whose wires lead to the tree.



                             BRUCE

               ... Maybe I'll watch it on TV.



                             SELINA

                      (brightens)

               "We"?  You and...



                             BRUCE

               ... and me.

                      (thinks)

               No, that's be me and me.

                      (beat)

               Is that what I said?



                             SELINA

                      (laughing)

               Yes and no...



     Laughing too, Bruce takes her hand and leads her off the

     sidewalk just as Alfred pull up, playing chauffeur ...



     INT. ICE PRINCESS' DRESSING ROOM TENT--NIGHT



     She's alone, in front of the mirror, nervously primping

     and reviewing:



                             ICE PRINCESS

               The tree lights up, I press the

               button ... No wait, I press the

               button and --



     She turns at the sound of her dressing room door opening.

     Penguin waddles in, grinning the Ratty Poodle at his

     heels.



                             ICE PRINCESS

                      (cold)

               Who are you?



                             PENGUIN

               Talent scout.



                             ICE PRINCESS

                      (warmer)

               Come in!  You know I don't just

               light trees.  I studied the Method.

               By mail, but --



     Penguin wrests the stolen Batarang from the Poodle's

     jaws.



                             ICE PRINCESS

               What is that, a camera or

               something?



                             PENGUIN

               Say cheese.



     The Ice Princess strikes a pose.



     INT. WAYNE MANOR LIVING ROOM--EVENING



     Nat King Cole on the stereo, does his romantic Yuletide

     thing.  Bruce and Selina, in matching mellow-melancholy

     moods, sit close on the couch opposite a blazing hearth.



     Alfred refills their eggnog, then discreetly ducks out.



                             SELINA

               I'm sure he's wonderful company

               and all, but ... doesn't the gold-

               plated bachelor bit get a little

               ... stale?



                             BRUCE

               Somewhat like the lonesome

               secretary syndrome, I'd suppose.



                             SELINA

               Executive Assistant.

                      (hell)

               Secretary.

                      (then)

               Girlfriend?



                             BRUCE

               Had one.  Didn't work.



                             SELINA

               What went wrong?  Hang on, I think

               I know ... You kept things from

               her.



                             BRUCE

               Nope, I told her everything.



                             SELINA

               And the truth frightened her?



                             BRUCE

                      (careful, pained)

               Well ... How can I put this.

               There were two truths ... and she

               had trouble reconciling them.

               Because I had trouble reconciling

               them.  Vicki said.



                             SELINA

                      (giggles)

               "Vicki."  Ice-skater, or

               stewardess?



                             BRUCE

               Photojournalist.



                             SELINA

               Sure.



     Now they both laugh.  Selina tries to get serious again.



                             SELINA

               Well?  Was "Vicki" right?  About

               your difficulty with duality?



                             BRUCE

               If I said yes, then you might

               think me a Norman Bates, or a Ted

               Bundy type ... and then you might

               not let me kiss you.



     Selina responds by leaning forward and planting a wet one

     on Bruce's mouth, that lingers.  When their lips finally

     part:



                             SELINA

               It's the so-called "normal" guys

               who always let you down.  Sickos

               never scare me.  At least they're

               commited.



                             BRUCE

               Ah ... then you've come to the

               right lonely mansion.



     They fall into another kiss.  Now Selina starts to undo

     his shirt.  But Bruce remembers his Catwoman-wound, and

     stops her.  They kiss some more ... then he starts to

     unbutton her blouse ... but she remembers her Batman-burn,

     and stops.



     They pull apart.



                             BRUCE

               I, ah ... never fool around on the

               first date.



                             SELINA

               Nor I, on the second.



                             BRUCE

               What're you doing three dates

               from now?



     Selina hops off the couch and crosses the room.



                             SELINA

               Weren't we gonna watch the

               Relighting of the Tree?



     She flicks ON the TV.  And there is PANDEMONIUM in the

     Plaza.



     INSERT--TV SCREEN



     An ANCHORMAN standing in Gotham Plaza is jostled by

     frenzied crowds, as he SHOUTS:



                             ANCHORMAN

               We repeat ... The Ice Princess

               has been kidnapped!  And it only

               gets worse ... Commissioner Gordon

               ... Can you confirm the reports

               we're hearing, of Batman's

               suspected involvement in the

               abduction?



     We GO LIVE to an ashen Police Commissioner, in front of

     the Ice Princess's tent.



                             COMMISSIONER GORDON

               The evidence is purely

               circumstantial.  We found this,

               stained with blood, in the missing

               girl's dressing room ...



     He holds up a baggie that contains Batman's stolen

     batarang.



     INT. WAYNE MANOR - LIVING ROOM--NIGHT 



     Selina looks quietly shocked:  How could she forget?

     Corn Dog!  Bruce is freaked too, but plays it cool.



                             BRUCE

               Selina, I'm just gonna check on

               those chestnuts, Alfred was roasting ...



     He slouches out.



     INT. WAYNE MANOR FOYER--NIGHT 



     Bruce sprints INTO FRAME, nearly colliding with his butler.



                             BRUCE

               Sorry, Alfred, I have to get to the

               Plaza.  You heard Penguin, he was

               practically begging me to show.



                             ALFRED

               Which is why I hoped you'd snub him.



                             BRUCE

                      (backing out)

               'Fraid I can't.  There's been a

               kidnapping ... Tell Selina ...

               Ms. Kyle ... that some business came

               up -- no, tell her some major deal

               fell through, she'll feel sorry ...

               No, no, here's what to do, just tell

               her ... let her know that I ... not in

               a dumb "Be my girlfriend way," but --



                             ALFRED

               I will relay the message.



                             BRUCE

               Alright, thanks.



     Bruce bolts.



     INT. LIVING ROOM--NIGHT 



     Selina waits a moment, then sneaks out, into:



     INT. THE FOYER--NIGHT 



     Where she bumps into Alfred.



                             SELINA

               Alfred!  Hi.  I --



                             ALFRED

               Ms. Kyle.  Mr. Wayne told me to

               tell you that --



                             SELINA

               Mr. Wayne.  Bruce.

               Yes ... Would you tell him for me

               that I've been going through a lot

               of changes and ... no, don't say

               that.  Just ... this is not a

               rejection, my abruptly leaving,

               it's ... In fact, tell him he makes

               me feel the way I hope I really

               am ... no ...

                      (laughing)

               If you whip up a sonnet,

               something -- a dirty limerick ...



                             ALFRED

                      (smiles, assures her)

               One has just sprung to mind.



     Selina laughs, exits.



     INT. BATCAVE--NIGHT



     Opening his vault, Bruce breaks out the Bat suit and

     begins to get into it.



     INT. SELINA'S VOLKSWAGEN--NIGHT



     As she drives, Selina pulls her Catwoman outfit out from

     underneath the single-woman-old-People-magazine-Diet-

     Cola-can detrius of her Volkswagen.



     EXT. COUNTRY ROAD--NIGHT



     The VOLKSWAGEN CHUGS away.



     EXT. A GOTHAM ALLEY--NIGHT



     The Batmobile coasts into a deserted alley.  Batman bounds

     forth and activates the car's security shields.



     EXT. GOTHAM PLAZA--NIGHT



     Klieg-lights sweep the plaza, as though everything was

     fine.  The rattled Mayor is at the mike, trying to

     maintain calm.



                             MAYOR

               People .. fellow citizens ...

               There's no need for panic, this

               can still be a party that Gotham

               will remember for --



     His tremulous voice overwhelmed by SHRIEKING feedback.



     EXT. GOTHAM ALLEY--NIGHT



     Led by the Poodle Lady, the Ratty Poodle hobbles to the

     mouth of the alley.  There's the Batmobile.



     Behind them come Penguin's perverse crew, each holding a

     toolbox.



     The Knifethrower Dame climbs atop the security cloak with

     a crude laser device.  She jimmies the laser and with a

     whoosh, the shield sputters off.



     Each Gang-member sports a meticulous drawing on a

     protruding headpiece, so he can scan the card while

     toiling with both hands.  The Red Triangle Gang begins

     taking apart the Batmobile.



     EXT. ATOP A GOTHAM PLAZA BUILDING--NIGHT



     Hidden in shadow, Batman cautiously surveys the crowd.

     Amid the feedback, sentence fragments waft up from the PA:



                             MAYOR

               ... incess will be safely ... atman

               will be brought in for ques ...



     Now Batman notices a building across the alley.  In the

     one open window sits a bound and gagged Princess.



     Batman fires across a grapple to the ledge above.



     EXT. GOTHAM ALLEY--NIGHT



     The Batmobile has been dismantled like a post-Thanksgiving

     turkey.  Wires are twisted.  Clamps are added.  The piece

     de resistance is A BEACON/ANTENNA that is placed carefully

     beneath the vehicle.



     EXT. LOFT LEDGE--NIGHT



     The viewer catches Batman on the last squeak of a swoosh-

     ing ride, into:



     INT. LOFT--NIGHT



     All that's in here are the Ice Princess and the chair

     she's lashed to.  Batman pulls out her gag.  She BABBLES

     her thanks as we BRING UP the WHINE of SIRENS, below.  As

     Batman struggles to untie the many knots, restraining her:



                             BATMAN

               Gotta hurry.  I was set up to look

               like I did this --



                             ICE PRINCESS

               No sweat, I'll just tell the police

               I was kidnapped by an ugly little

               birdman with fish breath.



                             CATWOMAN (O.S.)

               Did someone say 'fish'?



     She drops from the ceiling.



                             CATWOMAN

               Yummy, I haven't been fed all day.



     Then she kicks out at Batman -- but the came-to-play

     Crusader grabs her heel and twists her down, face first.



                             BRUCE

               Eat floor.  High fibre ...



     Catwoman springs up, pouting.



                             CATWOMAN

               Hey stud:  I thought we had

               something together.



                             BATMAN

               We do.



     He head-butts her.  But Catwoman quickly recovers, then

     back-flips to the Princess and talons her free.  Tosses

     the chair at Batman as she drags the squealing Princess

     through a door.



                             CATWOMAN

               Gotta go, girl-talk, guys keep

               out!



     Batman swats away the flying chair and hustles after

     them.  The door is dead-bolted.  He crunches it open.



     EXT. FIRE ESCAPE--NIGHT



     Catwoman wrenches a resisting, squealing Ice Princess up

     a fire escape.  Batman rumbles after them, a floor behind.



     EXT. GOTHAM ALLEY--NIGHT



     The Gang busily backtracks, restoring the Batmobile to

     its original state.



     The Knifethrower Dame reactivates the security shield as

     the Gang skedaddles.



     EXT. FIRE ESCAPE--NIGHT



     Batman crashes up the last flight, onto...



     EXT. BUILDING ROOFTOP--NIGHT



     Catwoman has vanished.  The Ice Princess stands here,

     near the lip of the building, shivering in her skimpy

     costume.



                             ICE PRINCESS

               She let me go.  I think 'cause

               I reasoned with her, girl to girl.



                             BATMAN

                      (cautious, approaches)

               Okay .. just slowly move toward

               me ... away from the edge ...



     As the Ice Princess takes a tentative step forward:



                             PENGUIN'S VOICE

               Look out -- lawn dart!



     He steps into the light and lofts an umbrella.



     Its sharp point sticks in the roof, an inch from the

     Princess's big toe.  The umbrella automatically opens,

     releasing several live baby bats, that swarm up at her.



                             BATMAN

               No -- don't panic --



     Batman bounds to her aid, but the Ice Princess steps

     back, away from the bats, losing her balance ...



     One sweeping Klieg-light catches Batman as he rushes

     at the Ice Princess, arms outstretched to save her.



     The other Klieg lights the Princess herself, as she

     topples off the building!



     EXT. GOTHAM PLAZA--NIGHT



     A huge crowd is gaping up at the terrible scene.



                             CROWD MEMBER

               Batman?  Batman pushed the

               Princess!



     The devastated Mayor and his staff follow, with their

     heads, the trajectory of the Princess -- which corre-

     sponds to that of their careers.



     Her body slams down onto the gaily multi-colored button.



     This makes the Christmas tree come to life, but not with

     lights.  Instead a legion of EEKING BATS bellow out from

     the tree's branches and swoop uopn the crowd, violently

     rearranging a hundred hair-do's.



     EXT. BUILDING ROOFTOP--NIGHT



     Both Batman and Penguin stand here (on opposite ends of

     the roof), looking down on the mind-boggling pandemonium.



                             PENGUIN

               Bats with wings, do your things ...



     Batman turns on Penguin, to do irreparable injury, but

     the rooftop door flies open (hiding Penguin) and a

     squadron of Cops drop into combat position.



                             BATMAN

               Wait --



                             COMMISSIONER GORDON

               Hold your f--



     Too late.  The volley of bullets violently ripple against

     Batman's armor, sending him over the edge of the building.



     He clangs onto a terrace railing, then lands on

     another ...



     EXT. TERRACE--NIGHT



     An enfeebled Batman tries to stand, but is gently pushed

     back down by Catwoman's sexy straddle.



                             CATWOMAN

               You're catnip to a girl like me:

               handsome, dazed, and to die for.



     As she leans down to kiss him cat-style (a lick on his

     lips) Batman sees, above her head, a hanging sprig of

     mistletoe.



                             BATMAN

               A kiss under the misteltoe.

               Mistletoe can be deadly, if you

               eat it ...



                             CATWOMAN

               But a kiss can be even deadlier,

               if you mean it.



     She unfastens his Bat-belt, flings it off the terrace.



     EXT. TERRACE--NIGHT



     Still straddling the winded Crusader:



                             CATWOMAN

               You're the second man who killed

               me this week.  But hey, no prob ...

               I've got seven lives left.



                             BATMAN

               I tried to grab you -- save you --



                             CATWOMAN

               Seems like every woman you try to

               save ends up dead, or deeply

               resentful.



     She savagely pulls him up.



                             CATWOMAN

               Maybe it's time to retire.



     She viciously claws at his face, and mask, but Batman

     feints back and does a reverse swan-dive off the terrace.



     EXT. IN AIR--NIGHT 



     As Batman falls, a pair of balsa wood-enforced, black

     cloth kite-wings extend out and open.



     EXT. PLAZA BELOW--NIGHT



     Gotham citizens gape at the bizarre sight of Batman flying

     amid his real-life counterparts.



     EXT. GOTHAM ALLEY--NIGHT



     Batman continues to swoosh ever downward.  He edges out

     before the crowd.  Parallel to the ground, Batman glides

     into the alley for a skidding, quasi-crash, leaving him

     barely conscious.  The black balsa batwings crunch to

     pieces in the tumble.  The Batmobile looms at the end of

     the alley.



     EXT. THE TERRACE--NIGHT



     Catwoman turns away from the scene of Batman's disgrace.



                             CATWOMAN

               You said you were going to scare

               the Ice Princess.



     Penguin is standing here, with a battered Tiffany box.



                             PENGUIN

               And I kept my word!  The lady

               looked terrified.



     He opens the box, revealing a hideous engagement ring.



                             PENGUIN

               Let's consummate our fiendish union!



                             CATWOMAN

                      (sneers)

               I wouldn't touch you to scratch you.



                             PENGUIN

               I oughta have you spayed!  You

               sent out all the signals!



                             CATWOMAN

                      (moment of doubt)

               Did I?  Only 'cause my mom trained

               me to, with a man... any man, all

               men --

                      (slaps her forehead)

               Corn dog!



     Enough self-hate.  Catwoman redirects her rage at Penguin.



                             CATWOMAN

               Me, domesticated?  By you?  I doubt

               it!  You repulsive... awful...

               penguin.



                             PENGUIN

               The name is Oswald Cobblepot.



     He hooks the umbrella's handle around her neck.  It auto-

     matically curls into a tight semi-noose, then the ribs

     start to spin, shredding the pannels... it's now a tiny

     helicopter...



                             PENGUIN

               And the wedding's been called off.



     Catwoman is yanked up, into the air.  Penguin wistfully

     waves fairwell.  Then mopes away.



     EXT. GOTHAM SKYLINE--NIGHT



     Catwoman whirls through the Gotham sky.



     She painfully stretches out with her claws and tears

     open the strangling handle.  She is released.



     Catwoman makes a dazzlingly awesome freefall plunge,

     finally crashing through a skylight into...



     INT. A PENTHOUSE GREENHOUSE--NIGHT



     and a tableful of flowers.  She lies for a moment in

     stunned silence then bursts into an inhuman wail that

     shatters the greenhouse glass.



     EXT. PLAZA--NIGHT



     Penguin is escorted through the crowd toward a CAMPAIGN

     BUS emblazoned "Cobblepot, Soft He's Not".  Gothamites

     offer encouragement, which cheers him a tad ... he

     presses buttons upon his more bosomy supporters ... which

     cheers him a lot.



     INT. CAMPAIGN BUS--NIGHT



     Invigorated, Penguin moves straight to a twisted-tech

     remote control panel of switches, buttons and levers,

     all labeled with the various functions of the Batmobile.

     As a bonus, there's a mini-steering wheel.  Cackling,

     Penguin grabs it.



     EXT. GOTHAM ALLEY--NIGHT



     Batman staggers toward his car.  He undoes the security

     cloak on the deceptively pristine Batmobile.  A CROWD OF

     PURSUERS of the "There-he-is-Don't-let-him-get-away"

     variety, swing around the corner.



     Batman quickly crashes down into the driver's seat and

     takes a breath of guarded relief when suddenly the doors

     loudly lock.  All systems on the control panel flash on

     by themselves.  The engine cacophonously VROOMS.



     INT. THE BATMOBILE--NIGHT



     Batman pounds his fist into a Batmobile window to no

     effect.  Penguin's face comes on the screen the same way

     Alfred's innocuously did before.



                             PENGUIN (screen)

               Don't adjust your set.  Welcome

               to the Oswald Cobblepot School

               of Driving.  Gentleman, start

               your screaming...



     The vehicle thunders forward, slamming him back.



     EXT. THE BATMOBILE--NIGHT



     blasts from an alley, freaking out his pursuers, and

     makes a wild turn into the street.



     INT. CAMPAIGN BUS--NIGHT



     Penguin rambunctiously joggles the steering wheel.  On

     one screen, he sees Batman's tensed face.  On another

     screen is a Batmobile-eye view.



                             PENGUIN

               Maybe this is a bad time to mention

               it, but my license has expired.

               Of course, so have you.



     INT. THE BATMOBILE--NIGHT



     Batman tears off a shard of his console.  Rips and tugs

     at various wires...



     INT. CAMPAIGN BUS--NIGHT



     PENGUIN plays his controls like the Phantom of the Opera.



     INT. BATMOBILE--NIGHT



     Levers on the console move down by themselves. Batman

     uses Hurculean strength to push them back up.



                             PENGUIN

                      (onscreen)

               Batman... I know you're not having

               a swell time, but lemme tellya:

               Taking control of your vehicle,

               mowing down decent people, and

               laying the bad vibes squarely on

               you ... makes the hairs in my

               nose tingle.



     EXT. GOTHAM PLAZA--NIGHT



     There is a major traffic jam on this one-way street

     caused by two cars involved in a fender-bender.  The two

     angry Drivers are out of their vehicles, arguing; a Cop

     tries to mediate.  Meantime sixteen or so cars are backed

     up.  Suddenly, from down the block, there's a NOISE loud

     enough to drown out all the blaring horns.  Everyone

     turns back, to silently gape at:



     The Batmobile, blasting up the block!  It's plowing

     stopped cars out of its path onto the sidewalk, where

     some crash through storefronts!  Now the Batmobile

     reaches the head of the line ...



     As the two stunned Drivers stop arguing and just stare

     in horror, both their vehicles are sent flying -- one

     hits a fire hydrant and shears it clean off!  A heavy

     geyser of water shoots up and strikes the electrical

     insulator suspended above, knocking the large coil onto

     the wet sidewalk.  Now the coil starts to short, firing

     off sparks, setting a small store afire as the Batmobile

     streaks out of frame, to continue its trajectory of terror.



     INT. BATMOBILE--NIGHT



     As Batman continues to tear at his console:



                             PENGUIN

                      (onscreen)

               Just relax, and I'll take care of

               the squealing, wretched, pinhead

               puppets of Gotham.



     EXT. ANOTHER GOTHAM STREET--NIGHT



     A pack of Gothamites flee in different directions,

     leaving a stranded old lady immobile with fear.  The

     Batmobile spectacularly angles right at her.  She's a

     bunny paralyzed by the headlights.



     INT. CAMPAIGN BUS--NIGHT



     Penguin licks his lips as the Batmobile zooms toward her.



                             PENGUIN

               Helpless old lady at twelve o'clock

               high.



     He presses down on the accelerator.



     INT./EXT. THE BATMOBILE--NIGHT



     Batman yanks open a ceiling panel, revealing another

     myriad of wires and fuses.  He stares with harsh

     concentration.  He pulls out a round fuse.



     The Batmobile squeaks to a sudden dead halt, centimeters

     before the vibrating then fleeing old lady.



     EXT. GOTHAM STREET--NIGHT



     The steel jack-type device again explodes out of the

     bottom of the Batmobile, lifting it up off the ground.

     But instead of going into a simple, suave 180 twist,

     the car convulses into a Tasmanian Devil spin that

     revolves it at mind-roasting speed.  A battalion of

     police cars surround it.  Officers jump out and begin

     firing.



     INT. THE BATMOBILE--NIGHT



     Penguin's image on the spinning screen surreally

     cackles....



     INT. CAMPAIGN BUS--NIGHT



     Penguin twists the Square knob some more, as he squawks:



                             PENGUIN

               Ya gotta admit ... I've played

               this stinking city like a harp

               from hell!



     EXT./INT. THE BATMOBILE--NIGHT



     spins even faster.  Batmobile drives his fist through the

     screen, shutting up his nemesis.



     Then he kicks and tears open a panel on the floor.

     There's a thick tangle of wires and spinning gears down

     here.  Batman bravely plunges his glove through the mess,

     pounding out a hole through the Batmobile's gleaming

     black skin...



     Looking up at the underside of the Batmobile, we see

     Batman reach down through the hole and find the gang's

     Beacon Rod.



     He snaps it in half.



     The jack is sucked back up and the Batmobile breaks out

     of its cartoon swirl and rockets between two police cars,

     smashing a third as it speeds off.



     INT. CAMPAIGN BUS--NIGHT



     Frustrated, Penguin pounds the controls.



                             PENGUIN

               Came this close to a perfect

               evening!  Iced the princess.  Blew

               away Batman.  Almost got married.

               Killed the bitch.  This close..!



     EXT. STREET--NIGHT



     The two Police Cars give chase, blowing out their

     weaponry at the Batmobile.



     INT. THE BATMOBILE--NIGHT



     Batman floors the pedal while rummaging through his con-

     sole's twisted wires.  With his free hand, he makes a

     sharp right turn.



     DEAD-END STREET



     The Batmobile swooshes onto a road that has two brick

     buildings towering at the end of it with only a small

     not-quite-a-car-let-alone-a-Batmobile-size gap between

     them.



     THE POLICE screech behind them.



                             POLICEMAN

                      (shouts)

               He'll never fit!



     INT./EXT. THE BATMOBILE--NIGHT



     The Batmobile streaks closer to the building.  The cops

     continue to fire.



     Batman sparks two wires together.  The windshield wipers

     come on.



                             BATMAN

                      (gently puzzled)

               That's funny...



     The buildings loom before the windshield.



                             BATMAN

                      (with a strange laugh)

               Now I'm a little worried....Oh.



     Batman connects two wires.



     EXT. BATMOBILE--NIGHT



     The sides of the Batmobile break off and clang to the

     ground and the wheels of the car remarkably contort in a

     single-file roller blade configuration, leaving only a

     sleek missile of a car that smoothly darts between the

     two buildings.



     EXT. THE STREET--NIGHT



     The lead cop car tries to follow, but gets wedged between

     the buildings.  The cop car behind piles into it!



     EXT. OTHER SIDE OF THE BUILDINGS' GAP--NIGHT



     The Bat-missile-mobile slashes out of the gap.  Then does

     a suave, angled speed skate around a corner.  And

     disappears.



     EXT. PLAZA--NEXT DAY



     Max escorts Penguin -- er, Oswald Cobblepot.  Despite the

     heavy turnout for the "Recall The Mayor" rally, Penguin

     (twirling a red-white-and-blue umbrella) is cranky.



                             MAX

               ... So he survived ... C'mon, be a

               mensch, stand t...



     Max trails off.  Penguin is giving him that "my nose

     could be gushing blood" look.



                             PENGUIN

               He didn't even lose a limb, an

               eyeball ... bladder control ..



                             MAX

               Point is, listen to them.  They've

               lost faith in old symbols.

               They're ready to bond with you, the

               icon of the future.  If it works,

               don't fix it...



     He fairly pushes the grumpy Penguin onto a platform.



                             MAX

               We'll celebrate tonight, at my

               annual Max-squerade ball.  Shreck

               and Cobblepot, the visionary

               alliance.



     Penguin takes the mike, looking grouchy and uninspired.



     Down in front, a shameless, toothsome Cobblepot-Groupie

     flashes major cleavage, as though Penguin were a pop star.



     This heartens Penguin.  He quickly rises to the occasion.



                             PENGUIN

                      (booming squawk)

               When it came time to ensure the

               safety of our city, did the Mayor

               have a plan?  No, he relied on a

               man.  A "bat" man.



     Somewhere in the crowd stands Selina.  Staring poker-

     faced at the podium, her gaze flicking between Penguin

     and Max Shreck.



     INT. WAYNE MANOR STUDY--DAY



     Bruce and Alfred watch "Cobblepot's" address on TV.



                             PENGUIN

                      (onscreen)

               A ticking time bomb of a costumed

               freak who finally exploded last

               night, spraying this city with

               shrapnel of shame!



     Bruce rises.  Rolls up a sleeve as he moves to his aquarium.

     Sticks in his arm, puts two fingers through the window of a

     miniature Wayne Manor.  Fish swarm his wrist...



                             ALFRED

               I'm less worried about this ghastly

               grotesque... more concerned about

               repairing the Batmobile.  It's not

               as though we can simply bring it

               to any old Joe's Body Shop.  Is

               it, sir?



     Bruce pulls out a key.  And laughs.



                             BRUCE

               Hey, who let Vicki Vale into the

               Batcave?  I'm sitting there

               working, I turn around, it's like,

               "Oh hi, Vick, c'mon in."



     Then on to a medieval Iron Maiden set in a corner across

     the room.  He muses:



                             BRUCE

               Selina ... more facets than Vicki,

               huh?  Funny, but sort of mysterious...



                             BRUCE

               "Affair" ... yes, maybe ... if

               she ...



                             ALFRED

               I think I'll take the stairs.



     The spikes retract and the bottom drops out of the Iron

     Maiden, as it closes.



     INT. THE BATCAVE--DAY



     Bruce slides out of a chute, then strolls to a console.

     He pulls out the CD he'd pocketed last night, and inserts

     it into a sleek aparatus as Alfred comes puffing

     downstairs.



     Penguin is still posturing, on a large SCREEN down here.



                             PENGUIN

               You ask, am I up here for personal

               glory?  Ha ... I toiled for many

               years in happy obscurity, beneath

               your boulevards ... No, the glory

               I yearn to recapture, is the Glory

               of Gotham ...!



     Alfred, all the while, is manning his own console.  He's

     punches in a command, "Find Frequency", which quickly

     brings up the read-out "Frequency Found".  His next typed

     command, "Jam Frequency" soon yields the read-out

     "Frequency Jammed."



     Alfred nods to Bruce:  time to play.  Bruce presses Play.



     EXT. GOTHAM PLAZA STAGE--DAY



                             PENGUIN

               How can this be accomplished?  I

               know you're all concerned.



     Suddenly his mike goes dead -- but his VOICE keeps RINGING

     out over the Plaza, somehow.



                             PENGUIN'S VOICE

               Hey, just relax and I'll take

               care of the squealing, wretched,

               pinhead puppets of Gotham.



     Penguin is stunned.



                             PENGUIN

               Wait a sec -- I didn't say that.



     But nobody can hear his unamplified voice, over the

     recorded one, from last night.



                             PENGUIN'S VOICE

               Ya gotta admit ... I've played this

               stinking city like a harp from

               hell!



     As his Campaign Workers back off the stage, the puffed-up

     Oswald Cobblepot reverts to the limping, twisted Penguin.



     INT. THE BATCAVE--DAY



     Like a sophisticated rap Club DJ, Bruce "scratches" the

     CD.



     EXT. GOTHAM PLAZA--DAY



     The single phrase loudly resounds, again and again, as

     Penguin helplessly stands here, lips moving but unheard.



                             PENGUIN'S VOICE

               "This stinking city, stinking

               city ..."



     Mortified, Penguin spazzes -- looking, for a second, like

     a rapper.  His performance is greeted with snowballs ...

     then a couple of eggs and tomatoes find their way to his

     face.



     Finally Penguin gallops away from the mike -- bumping into

     Max Shreck, who is fighting to get off the platform.



     Penguin claws at his mentor, losing a glove in the

     process.



                             PENGUIN

               Max!  Relax!  Josh and Jen'll put

               a spin on this.  We'll talk it over

               tonight, at your costume par--



                             MAX

                      (shakes his head)

               I think you'd feel out of place at

               my party.  You see, it's for

               winners.



     He scrams.  Leaving Penguin wiping his face and wondering:



                             PENGUIN

               Why is there always someone who

               brings eggs and tomatoes to a

               speech!?



     When suddenly a posse of livid Gothamites, ripping off

     their Oswald Cobblepot buttons, come at him like a human

     wave.



     EXT. GOTHAM PARK--DAY



     Penguin makes a wild dash through the park, just ahead

     of the angry mob, barely leaping a park bench.  As the

     Gothamites gain, he turns, FIRING a salvo from his

     patriotic umbrella.  In response, the Park Cops unholster

     their weapons and shoot back.  Penguin saves himself by

     diving off the storybook bridge -- the very bridge his

     parents dumped him from, many Christmases ago -- splash-

     ing deep into the icy brook.



     INT. PENGUIN'S LAIR--DAY



     Penguin trudges, head down, out of the abyss of his sewer

     pipe back into the light of his Lair.  Thuds into his Rubber

     Duck boat and revs it toward the abandoned Arctic island.



     Oblivious to his pain, his penguins squawk and play.

     This brings a dark smile to the Penguin's thin lips.



                             PENGUIN

               My babies ... Did you miss me?



     As he docks his Duck, the remaining members of the Red

     Triangle Circus Gang straggle into the lair through a

     tunnel of Snow and Ice.  The Thin Clown pops into his

     face.



                             THIN CLOWN

               Great speech, Oswald.  The way you

               told those rubes the score!



     Penguin brutally smacks the Clown's skull with his umbrella.



                             PENGUIN

               My name's not Oswald, it's Penguin!

                      (burst of renewal)

               I am not a human being!  I'm an

               animal!  A cold-blooded one.

               Crank the a.c.!



     He yanks off his tux, rips off his other glove and wiggles

     his webbed hands, as he rallies his gang.



                             PENGUIN

               I'm glad this happened.  I've

               learned a little somethng:  I

               don't want their "love".  Their

               "love" is false and suffocating.

               Ah, but their hatred and disgust

               -- that frees me!  Anyway it's

               too damn muggy up there!

               Christmas, right?  And I'm

               schvitzing.



     The Gang clucks its sympathy.  Penguin claps his hands.



                             PENGUIN

               Where's my list!?  Bring me the

               names!



     A beat, and then the Knifethrower Dame is here, with

     Penguin's stack of legal pads he'd filled at the Hall of

     Records.



                             PENGUIN

               It's time.  What I've been waiting

               for my whole putrid life.  They 

               had their chance, they blew it,

               and now they'll pay ...



     Penguin hops around with dark glee, like Rumpelstiltskin.



                             	PENGUIN

               Oh, what a collosal bill has come

               due!  Gotham will never forget.



     He tears pages from the pad, starts handing them out.  The

     Red Triangle Hoods are reading the names ... "Evan Black,

     181 Shepherd Lane"... "Thomas Frankel, 273 Carlton Avenue"

     ... frankly confused.



                             PENGUIN

               These are the first-born sons of

               Gotham City!  Like I was!  And

               just like me, a terrible fate waits

               for them.



     The surviving Circus Members send up a changed-my-mind

     CHEER.



     INT. THE BATCAVE--NIGHT



     Bruce works on the battered Batmobile, rewiring, etc.

     The TV SCREEN is on ... a press-conference with the

     Mayor.  We catch phrases like "Return to normalcy" and

     "Seen the last of that hateful charlatan ..."



     Now Alfred appears, holding the invitation to tonight's

     ball -- away from him, as though it smells.



                             ALFRED

               Mr. Wayne ... a reminder:  Tonight

               is that loathsome party, hosted

               by that odious Mr. Shreck.  May we

               RSVP in the resoundingly negative?



                             BRUCE

               I'm tempted, but ... well ... it

               is an occasion for celebration,

               and ... umm ... Selina will probably

               be there ...



                             ALFRED

               Ah.

                      (then)

               "Who", may I ask, are you going

               "as"?



                             BRUCE

                      (ambiguous smile)

               You'll never guess.



     INT. THE SPOOKILY REBUILT DEPARTMENT STORE--NIGHT



     Max Shreck stands on a platform before a microphone, wear-

     ing a scary black leather jacket-and-everything-else-

     ensemble with a vivid red eye-mask.



                             MAX

               Attention Shoppers...



     A SWARM OF PARTY GUESTS laugh appreciatively, also

     in COSTUME--costumes that are exotic, erotic, evil, and

     pretty stupid.  An ARMORED KNIGHT lifts his visor to

     bulge his eyes at this annoying behavior.  It is Alfred.



     As Max speaks, one takes in the rejuvenated department

     store, still eerily burnt around the edges.  New and

     glitzy Christmas decorations shine.  The whole store has

     been bathed in seductive nightclub lighting.



                             MAX

               Like this splendid department

               store, Gotham can quickly bounce

               back from the tumult of the past

               days ... So deck the halls, and

               shake your booties!



     A BAND behind Max launches into a sultry headbanger.

     Guests begin to groove out on a make-shift dance floor.



     Max gives a "forgive me?" toast toward the vindicated

     Mayor who is dressed in a Roman Toga that sprouts a

     Caesar-style myriad of plastic daggers and fake blood.



     Various people are in Batman and Catwoman outfits,

     including an undulating couple on the dance floor, Josh

     and Jen.  Josh is Catwoman.  Jen is Batman.



                             JOSH

               Jen, look over there, but don't

               stare.



                             JEN

                      (staring)

               My god.  How rude.



     They are revealed to be looking at Bruce Wayne strutting

     down the main aisle, dressed dramatically as......BRUCE

     WAYNE.  The only one without a costume, Bruce catches

     some glares from the hedonists.  He and Max shake hands,

     trading chilly smiles.



                             MAX

               Ingenious costume.  Let me guess

               ... Trust-fund goody-goody?



                             BRUCE

               Course you're feeling fine ... You

               almost made a monster the Mayor of

               Gotham City.



                             MAX

               I am the light of this city.  And

               I am its mean, twisted soul.  Does

               it really matter who's the "mayor"?



                             BRUCE

               It does to me.



                             MAX

               Yawn.



     He drifts off.  Bruce considers having the last word, when

     his attention is diverted to a new guest, entering.  It's:



     Selina Kyle, dramatically dressed as ... Selina Kyle.  She

     draws the same sour looks as Bruce did.  And ignores them,

     as Bruce did.  Gives Bruce a lovely, world-weary smile.



     INT. STORE DANCE FLOOR--NIGHT



     Chip Shreck is dressed as an old-time football hero, in

     knickers, etc.  He moves, warily, across the floor ...



                             CHIP

               Selina ... Ms. Kyle... May I have

               this --



     Bruce cuts in and Selina lets him:  The band does a

     ballad as Selina flows into Bruce's arms.  They nakedly

     dance amid the swathed-in-artifice revelers.



                             BRUCE

               Sorry about yesterday ... Some big

               deal came together, no, fell

               through, and --



                             SELINA

               'S'okay, I had to go home, feed my

               cat.



                             BRUCE

               No hard feelings?



     Selina presses against her partner.  Smiles.



                             SELINA

               Actually ... semi-hard, I'd say.



     Bruce blushes, steps back.  Selina does a sultry

     pirouette.



                             SELINA

               There's a big, comfy California

               King over in Bedding.  What say

               we ...



                             BRUCE

                      (ironic)

               Y'mean take off our costumes?



                             SELINA

                      (sad laugh)

               Guess I'm sick of wearing masks ...



                             BRUCE

               Same here.  So why'd you come

               tonight?



                             SELINA

               You first.



     Bruce presses close to her again.



                             BRUCE

               To see you.



     He waits for a response.  Selina pauses, then:



                             SELINA

               That's lovely and I really wish I

               could say the same, but ... I came

               for Max.



     At first, Bruce doesn't understand.



                             BRUCE

               You don't mean ... you and Max ..?



     Selina gives a harsh laugh, shakes her head.



                             SELINA

               This and Max.



     She discreetly pulls a little derringer from her evening

     bag.  Shocked, Bruce pushes it back in her bag.



     INT. THE SEWER BELOW THE STORE--EVENING



     The spooky ballad wafts into a sewer below the Store.

     The lights of the party radiate through the grate of a

     ventilator shaft.  Rising into this strange mix of music,

     light, and slime is Penguin's Rubber Duck.  On its

     scissor-lift, it continues to climb, at first revealing

     Four Penguin Shock Troops, in bizarre headgear, missiles

     pointed straight up.



     INT. STORE--DANCE FLOOR--NIGHT



     Bruce and Selina continue to dance, emotions rising.



                             SELINA

               Now don't give me a killing-Max-

               won't-solve-anything speech,

               because it will.  Aren't you tired

               of this sanctimonious robber baron

               always coming out on top?  When he

               should be six feet under?



                             BRUCE

               Jesus, Selina, you're not the judge

               or the jury... I mean, just who do

               you think you are?



                             SELINA

               I don't know anymore, Bruce ...



     They glide together beneath a piece of hanging mistletoe,

     and she gives a soft, almost regretful kiss.  And laughs.



                             SELINA

               A kiss under the mistletoe.

               Mistletoe can be deadly, if you

               eat it ...



                             BRUCE

               But a kiss can be even deadlier,

               if you mean ... it.



     And suddenly it hits them -- what?  No!  Can it be?



               BRUCE                            SELINA

          You're ... her?                  You're ... him?



     Bruce tenderly, carefully undoes the cuff of Selina's

     blouse and pulls back her sleeve.  Feels:



                             BRUCE

               The burn I gave you.



     Meanwhile Selina's hand explores under Bruce's shirt, finds:



                             SELINA

               The puncture wounds I gave you.

                      (wearily)

               Oh god ... does this mean we have

               to start fighting now?



     Bruce's answer is to hold her tight.  He's scared, so is she.



                             SELINA

               ... What do we do?



                             BRUCE

               I don't know.  Till we figure it

               out, let's ... let's keep dancing.



     That works for Selina.  They sway on, to the haunting song.



     Alfred is standing next to Commissioner Gordon, watching.



                             GORDON

               A darling couple.



                             ALFRED

               Yes, made for each other ...



     Abruptly a square of dance floor EXPLODES, sending Bruce,

     Selina, Chip, Max, Josh, Jen, Alfred, Gordon, et al,

     sprawling.



     Erupting up from the sizzling hole is Penguin, in his

     Rubber Duck.  In addition to the Four Penguins, he's

     brought the Organ Grinder with his Gatling gun.  The

     Revelers SHRIEK as the Organ Grinder introduces his boss:



                             ORGAN GRINDER

               Yes, Virginia, there is an anti-

               Christ!



                             PENGUIN

               You didn't invite me, so I

               crashed!



     Once again, the Mayor steps forward.



                             MAYOR

               What do you want ... "Penguin"?



                             PENGUIN

               Nothing from you ... "Putz".



     He pushes the Mayor out of the way.  And announces, to the

     horrified throng:



                             PENGUIN

               Right now, my troops are fanning

               out across town, for your

               children ...

                      (over gasps)

               Yes, for your first-born sons ...

               The ones you left helpless, at

               home, so you could dress up like

               jerks, get juiced on Max's

               Shreggnog...



     As those closest to the bomb blast dazedly pick themselves

     up off the dance floor ...



                             PENGUIN

               I've personally come for Gotham's

               favorite son ... Mr. Chip Shreck!



     The Organ Grinder grabs a struggling Chip holding him with

     an ornate handgun.



     A woozy Selina turns, to her dance partner:



                             SELINA

               Bruce ... we have to do someth ...



     Then trails off.  Bruce has slipped away, in the confusion.



     Penguin crows, as Chip is hustled over to the Rubber

     Duck:



                             PENGUIN

               You're coming with me, you Great

               White Dope!  To die, way down in

               the sewer!



                             MAX

               Not Chip!  Please!  Penguin ...

               If you have one iota of human

               feeling, you'll take me instead.



                             PENGUIN

               I don't.  So, no.



                             MAX

                      (grabs Penguin's coat)

               I'm the one you want!  Penguin,

               please!  Ask yourself:  Isn't it

               Max Shreck who manipulated and

               betrayed you?  Isn't it Max, not

               Chip, whom you want to see immersed

               up to his eyeballs in raw sewage?



                             PENGUIN

                      (removing Max's hands)

               Okay, you have a point.  Plus, the

               hysterics are getting on my nerves.



     Then barks:



                             PENGUIN

               Let Knute Rockne live.  For now.



     The Organ Grinder frees Chip, grabs Max.  Forces him into

     the Rubber Duck.  Penguin jumps in after them.



     As the Rubber Duck swooshes back down into the hole, the

     penguins cover the escape by firing a smokey volley:



     Smoke bombs ... that create massive, coughing chaos ...



     EXT. GOTHAM CITY - NIGHT (MONTAGE)



     The Red Triangle Gang sweeps the city for its first-born

     sons.



     1.  A Darling Little Boy sits at the window-sill,

         dreamily staring out.  Suddenly a CLOWN pops up,

         into view.



                             DARLING LITTLE BOY

               Finally.  The tooth fairy ... What

               do I get?



         We see he's lost a front tooth.



                             CLOWN

               Why, the ride of your life.  Hey

               c'mon, little guy ...



         The Clown reaches out a hand.  The Boy eagerly steps

         up onto the sill, then disappears into the night ...



     2.  A cute bathroom.  Sheep, daisies, and the Alphabet

         adorn the walls.  A Toddler is standing here, making

         faces at himself in the mirror, and giggling.  OS, we

         hear:



                             NANNY'S VOICE

               Billy ... If you're not brushing,

               I'll tell your Mama ...



         Suddenly, in the mirror, the Organ Grinder appears,

         monkey scampering across his shoulders.  The Toddler

         starts to scream, but the Organ Grinder clamps a huge

         hand over his mouth --



     3.  A plush nursery.  An Infant boy peacefully sleeps in

         a custom-wood crib.  An Acrobat-Thug quietly vaults

         through the window.  Scoops up the infant, vaults out

         as an alarm WAILS, but the Infant sleeps on --



     The montage quickly accelerates:  a swift succession of

     sleeping, bundled babes handed through windows, doors ...



     INT. LAIR - NIGHT



     Penguin impatiently waits, pacing as he twirls two

     identical long, elegant umbrellas.



                             PENGUIN

               Ooh, this is gonna be good...



     He turns to Max, confined to a cage half-submerged in

     goo, clutching a tattered blanket against the cold.



                             PENGUIN

               To cut down a whole crop of

               Gotham's most promising, before

               their prime...



     He gestures at a brown-ish gurgling subterranean lake.



                             PENGUIN

               How do I lure 'em in, you ask?



     He pops one of the umbrellas at Max, who flinches.



                             PENGUIN

               Little "Pied Penguin" action...



     The umbrella is wickedly charming... open, it's a mini-

     merry-go-round, playing the "Penguin Theme" in a haunt-

     ingly childlike rinky-dink style.  Penguin shows, with

     a happy prance, how he'll use it to lead the kids to

     their doom.



                             PENGUIN

               And you get to watch them all sink,

               in a deep puddle of your industrial

               by-products.  Then you join them.

               Tragic irony or poetic justice?

               You tell me.



     We DISSOLVE from the twirling merry-go-round umbrella to

     a WAGON-WHEEL, turning ... then WIDEN to REVEAL:



     EXT. "CIRCUS TRAIN" - NIGHT



     The lead circus wagons in a long caravan of wagon, wind-

     ing through Gotham's dark and empty streets.  The wagons

     are barred, more heavily than in Dumbo.  Reminiscent, in

     fact, of Penguin's playpen of yore.  The sides painted

     with the faded, peeling Red Triangle Circus logo.

     Through the heavy bars, we glimpse a little pair of

     hands, a pair of frightened eyes ... HEAR the occasional

     CRY of a cold or thirsty baby.



     At the wheel sits the Organ Grinder, impatiently petting

     his monkey.  Now he barks, at his unseen subordinates:



                             ORGAN GRINDER

               Would'ya hurry up loading those

               kids already..?



     A shadow falls... The silhouette of a caped figure...

     Batman reaches down and yanks the Organ Grinder UP out

     of frame!



     INT. LAIR - NIGHT



     As a silent, despairing Max Shreck and a manic, amused

     Thin Clown look on, Penguin practices his balletic walk

     over to the toxic lake, waving his merry-go-round

     umbrella with its tinkly THEME.



                             PENGUIN

                      (dry run)

               This way, kiddies ... Jump right in!



     Now the Organ Grinder's monkey appears at the top of the

     stairs, holding something.  As he scampers down:



                             PENGUIN

               So ... Where're the kids?  Don't

               tell me they stopped at McDonald's ..?



                             THIN CLOWN

               Boss ... he's got a note!



     Indeed, the monkey waves a little piece of stationary,

     which Penguin snatches from him. And reads:



                             PENGUIN

               "Dear Penguin:  The children

               regret they're unable to attend.

               Have a disappointing day.  Batman."



     Penguin is working to control his rage.  He glares at the

     hopping, dancing monkey, and reminds himself:



                             PENGUIN

               You're the messenger.  It doesn't

               make sense to shoot the messenger.



     The other long umbrella is a semi-automatic.  Now Penguin

     swivels, and sprays the Thin Clown with bullets.



     INT. ELSEWHERE IN THE LAIR--NIGHT



     Penguin militarily struts as he addresses his legion of

     penguins.  They're wearing eerie headgear.  On each one's

     back is strapped a large bazooka.



                             PENGUIN

               My penguins ... We stand at a great

               threshold.  It's okay to be

               scared.  Many of you won't be

               coming back ...



     He's choked up.  He has to pause, compose himself.



                             PENGUIN

               Thanks to Batman, the time has

               come to punish all God's chillun ...

               first, second, third and fourth-born,

               why be biased?  Male and female ...

               hell, the sexes are equal with

               their erogenous zones blown sky-high ...



     In this area are TV monitors scavenged from the Arctic

     World info-pavilion and other technology cannibalized

     from the old exhibit.  Today the screens show various

     angles of the sleeping city.  The Fat Clown mans the

     controls.



                             PENGUIN

               Forward, march!  The liberation of

               Gotham has begun!



     The Penguin Army, on remote control, swivels in unison

     and splashes toward the big open sewer pipe.



     Behind them, Penguin dries his eyes and gloats:



                             PENGUIN

               The Grinch just stole Christmas.

               I'm gonna kill it, barbecue it,

               chop it up and chew its bones!



     INT. A SEWER--NIGHT



     All is quiet in a musty sewer.  Then a buzzing noise is

     faintly heard, and suddenly Batman plows at the viewer,

     driving a sleek, dark vehicle that is part boat, part

     jet-ski.  The Bat Boat slaloms up the side of the sewer

     pipe to avoid colliding with:



     A division of penguin Commando Bombers, marching in

     unison.  Their headgear clicks and whirs.



     EXT. GOTHAM CITY STREET--NIGHT



     Another squadron of penguin mercenaries pours out from an

     open sewer grate and continues to march in eerie forma-

     tion through a deserted city street.



     INT. THE SEWER--NIGHT



     As he rockets ahead, Batman communicates through a

     strange phone device:



                             BATMAN

               I'm homing in on the signal's origin...



     INT. BATCAVE - SAME TIME



     Alfred is poised at the same console at which he'd

     jammed Penguin's speech.



                             ALFRED

               Ready when you are, sir.



     INT. THE SEWER OF BATMAN--NIGHT



     Batman motors further...



                             BATMAN

               Got the coordinates.  They're --



     Two penguins suddenly appear before Batman, firing their

     payloads.  Batman savagely curls his boat all the way up

     the oval pipe until he is momentarily upside down.  He

     swooshes back down past the penguins and the twin

     explosions.



                             BATMAN

               As I was saying...



     INT. THE LAIR--NIGHT



     Penguin stands in front of a screen, watching his army

     waddle down the street.  Then gleefully rubs his hands

     as the Fat Clown starts the countdown, off a big clock:



                             FAT CLOWN

               Ten, nine...



                             PENGUIN

               The Christmas Eve of Destruction -- !



                             FAT CLOWN

               ... eight, seven...



                             PENGUIN

                      ("sweetly" sings)

               Silent night, violent night...



                             FAT CLOWN

                      (sings along)

               All is shrill, all is blight...



     EXT. GOTHAM STREET LEADING TO PLAZA--NIGHT



     The vanguard penguin division stops.  Gotham Plaza,

     heavily populated, looms ahead.  As one, the penguins

     bend forward, angling their bazookas for maximum

     destruction.



     INT. BATCAVE - SAME TIME



     The last of the coordinates crackles over Alfred's

     headset.



                             BATMAN (V.O.)

               ... 28 degrees west.  Shall we?



                             ALFRED

                      (punching buttons)

               Let's dance.  Sir.



     The read-out reads:  FREQUENCY JAMMED.



     EXT. THE REGIMENT OF PENGUINS--NIGHT



     The Penguins' headgear begins to whine and rattle.



     The penguins simultaneously turn and trot away from the

     Plaza.



     INT. THE LAIR--NIGHT



     Penguin is glued to the screens, elated at a Gotter-

     dammerung that's only seconds away.



                             PENGUIN

               Ah, Gotham.  You wouldn't put me

               on a pedestal, so I'm laying you

               on a slab!



     Meantime the Fat Clown is frantically punching the

     controls.



                             FAT CLOWN

               Well, um... funny thing, your

               penguins... they're not responding

               to the launch command.  Fact

               they're kind of turned around

               now... Like someone jammed our

               signal...



                             PENGUIN

               But who could've ... no, don't say

               it.



                             FAT CLOWN

               My lips are sealed.



     Penguin punches up the controls so the image of Batman

     plowing through the sewers is spread out across the

     screens in Cinerama.



                             PENGUIN

               I'm starting... just starting...

               to lose my temper, now.



     EXT. GOTHAM PARK - NIGHT



     The Penguin army advances, en masse.  The Old Zoo looms

     in the distance.



     INT. THE LAIR--NIGHT



     Penguin grabs the nearest umbrella and jumps into his

     Rubber Duck.



     The Fat Clown rushes forward to join him but Penguin

     heedlessly slams his vehicle into his former cohort --

     catapulting his huge carcass across the lair where it

     lands with a definitive THUD in front of Max's cage.



     Penguin steers his Duck for stairs -- then rides it

     all the way up the stairs, and out of the lair.



     Meantime Max reaches out and grabs a key off the Fat

     Clown's key-ring, releasing himself.  Then creeps out of

     his cage.  He pauses to swipe the gun from the Fat

     Clown's holster and stashes it in his back pocket.  Then

     starts to dash off when a familiar cat 'o nine tails

     SNAPS into FRAME, coils around his ankle and drags him

     OFF-SCREEN.



     INT. SEWER - NIGHT



     As Batman thunders up the pipe toward the lair, he hears

     a BLEEP.  The screen on his console shows a thermal

     image -- shaped like a duck -- heading for the surface.



     Batman has just reaches a fork in the sewer pipes.  At

     the last second he spins the wheel, steering into the

     pipe that angles up.



     EXT. ARCTIC WORLD--NIGHT



     Penguin grandly plows around a corner with a victorious

     laugh --



     Simultaneously the Bat-boat comes crashing through the

     top of Arctic World --



     Penguin stops laughing as he looks up and sees the Bat-

     boat in mid-air --



     It crash-lands on top of Penguin's Rubber Duck!



     A beat of silence.  Stillness.  Batman, dazed, pops open

     his cockpit and alights, looking for Penguin.  For

     Penguin's corpse perhaps ... pinned inside his Rubber

     Duck ... when:



     From out of frame, a shrill and frenzied Penguin springs

     at Batman!  His legs wrapped around the Caped Crusader's

     neck, the beast savagely gouges (with his umbrella-tip)

     and pecks (with his beak)!  Snarling, as he attacks:



                             PENGUIN

               I think you're jealous that I'm a

               genuine freak, and you have to wear

               a mask!



                             BATMAN

               Maybe you're right.



     Penguin jumps down, off Batman.



                             PENGUIN

               But in the end all that counts, is:

               Who's holding the umbrella?



     He activates his umbrella -- a long blade protrudes.

     In response, Batman pulls out his weapon:  a palm-sized

     multi-colored button (like the one that lit the Gotham

     Plaza Christmas tree).  A stand-off.  But now, over

     Batman's shoulder, Penguin sees:



     Standing here -- what the hell are they doing here? --

     his poker-faced Penguin commandos.



                             PENGUIN

               My babies ...



     Batman turns to look -- and Penguin lunges with his

     umbrella-sword.  Batman swipes at it, dropping his

     button-weapon in the process.



     Cackling, Penguin snatches it up.  Aiming it at Batman,

     he vengefully presses the button.



     Suddenly an insane family of bats billows out of

     breakaway panels in the Batboat and thunders straight at

     the Penguin.



                             PENGUIN

               Ah, you brought your in-laws.  I'm

               sure, once you get to know them --



     He tries to swat them away with his umbrella, but the

     bats besiege Penguin, biting and screeching as they send

     him reeling back and down, shattering through the

     observation window.



     INT. THE LAIR - NIGHT



     Penguin spectacularly twirls down into his lair, bats

     tearing at him all the way, until he splashes down into

     the moat.



     EXT. ARCTIC WORLD - NIGHT



     Batman, at the Observation window, looks down.  Penguin

     is submerged, but he can see the struggling Catwoman and

     Max.



     Simultaneously the Penguin Army -- headgear clacking,

     back on schedule -- launches its payload.



     Batman, standing between them and the old zoo, now looks

     up at the magnificent trajectory of missiles overhead ...



     EXT. ZOO GROUNDS--NIGHT



     The grand panorama of rotten zoo cages and decayed Expo-

     tecture is mightily laid to glorious waste in a symphony

     of fireballs.



     INT. THE LAIR--NIGHT



     Flaming debris from the big bombs has devastated the

     floe, melting most of the ice, and blasting the odd chunk

     out of the warmed-up water.



     Revealed in her arousingly tattered costume, Catwoman

     is dragging Max by his neck toward the Lair's ominously

     buzzing electrical generator.



                             MAX

               I don't know what you want, but I

               know I can get it for you with a

               minimum of fuss.  Money, jewels, a

               very big ball of string...



                             CATWOMAN

               Your blood, Max.



                             MAX

               My blood?  I ... I gave at the

               office.



                             CATWOMAN

               A half-pint.  I'm talking gallons.



     EXT. ARCTIC WORLD - NIGHT



     Batman darts to the Observation window and looks down at

     the struggling Catwoman and Max below.



     He hooks a grapple to the edge of the glass.



     INT. THE LAIR--NIGHT



     Catwoman continues to drag a balky Max toward the

     generator.



                             MAX

               Let's make a deal.  Other than my

               blood, what can I off--



                             CATWOMAN

               Sorry, Max.  A die for a die.



                             MAX

               Either you've caught a cold, or

               you're planning to kill me.



     Batman does a slide down the grapple that ends in a

     graceful touchdown.  Max crawls toward him.



                             MAX

               You're not just saving one life,

               you're saving a city and its WAY

               of life.



     Batman heaves a kick into Max that sends him sailing

     against the generator.



                             BATMAN

               First you're gonna shut up.  Then

               you're gonna turn yourself in.



                             CATWOMAN

               Don't be naive.  The law doesn't

               apply to people like him!  Or us --



                             BATMAN

               Wrong on both counts.



     He tries to grab Max, but Catwoman makes a lunge for

     Batman's abdomen sending him reeling.  He picks himself

     up, then, talking in a calming, soothing way:



                             BATMAN

               Why are you doing this?  Let's

               just take him to the police, then

               go home together ...



     She's still for a moment, considering.



                             BATMAN

               Don't you see, we're the same... split

               down the middle... please...



     Batman rips off his mask, looks straight at her.



                             CATWOMAN

               Bruce, I could live with you in

               your castle forever.  Just like in

               a fairy tale.



     She leans forward as for a kiss.  Batman touches her face

     about to rip off her mask.  But she whips back, lashing

     out at him, kicking him, sending him stumbling backward.



                             CATWOMAN

               I just couldn't live with myself.

               So don't pretend this is a happy

               ending.



     Max, recovering, pulls out the Organ Grinder's gun.



                             MAX

               Selina!  Selina Kyle!?  You're

               fired!  And Bruce -- Bruce Wayne!

               Why are you dressed up as Batman?



                             CATWOMAN

               He is Batman, you moron.



                             MAX

                      (raising the gun

                       again)

               Was.



     Max squeezes off a shot at Batman as he rises, nicking

     the Caped Crusader's neck.  Now Max swings the gun

     toward Catwoman -- who sexily saunters right at him.



                             CATWOMAN

               You killed me, Batman killed me,

               Penguin killed me.  Three lives

               down.  Got enough bullets to

               finish me off?



                             	MAX

               One way to find out?



     He fires a shot, that rips into her arm.  And another,

     that smashes into her leg.  Still coming, she pulls off

     her hood.



                             SELINA

               Four, five.  Still alive.



     Batman rips off his own mask and woozily holds his

     bleeding neck.  He's on his knees, dizzy and weak ...



                             BRUCE

               Selina ... please, stop ...



     Max shoots her other leg and the hand holding the stun-

     gun, blowing away the barrel.  Selina's left gripping a

     sparking gun-butt.  She hobbles forward.



                             SELINA

               Six, seven, all good girls go

               to ...



     Max pulls the trigger.  But he's shot his wad.



                             SELINA

               Hmm, two lives left.  Think I'll

               save one for next Christmas.

               Meantime how 'bout a kiss, Santey

               Claus?



     A panicked Max has backed against the generator.



                             CATWOMAN

               You're the light of Gotham City?

               So be the light of Gotham City!



     Selina shoves the sparking half-a-stun-gun into her

     mouth like a suicidal pacifier, then grabs Max in a

     close embrace.



                             MAX

                      (seriously weirded)

               What're you --



     She plunges her steel talons into an open fusebox and

     gives Max a stunning kiss!  Their bodies briefly buck

     together before getting lost in a dense display of

     crackling sparkage.



     EXT. GOTHAM PLAZA--NIGHT (SAME TIME)



     The lights of the city vividly flash on and off, a

     vision that Max had prophesied ...



     The Batm Beacon eerily winks against the sky.



     The grand Christmas Tree brilliantly blinks.  Now we see

     that the Plaza is filled with ecstatic Parents, reunited

     with dazed and delighted Children ...



     INT. THE LAIR--NIGHT



     Catlike screams of joy waft out off the mysterious mist of

     wattage.



                             BRUCE

               Se-li-na Kyle...



     Bruce frantically searches the thickening mist...

     but finds only Max's body, not Selina.  He stumbles back,

     as:



     Penguin rises like a wraith behind him, soaking and

     bleeding and sweating.  Wiping his brow and gasping for

     breath, he stumbles toward the shorted-out compressor,

     using his long, elegant umbrellas for support.



                             PENGUIN

                      (pants)

               Gotta crank the a.c.  Stuffy in

               here.



     He drops one umbrella.  With his free flipper, Penguin

     vainly twiddles the singed dials.  Nothing -- the unit's

     kaput.  Fiery rubble continues to rain down on the lair,

     raising the temperature even higher.  penguin turns away

     in defeat from the busted air-conditioner.  And sees:



     A stone-faced Bruce/Batman standing here, pitilessly

     watching.



                             PENGUIN

               Without the mask you're drop-dead

               handsome.  So, drop dead.



     With great effort, he raises his elegant umbrella.  And

     fires it.  No ... not quite.  It's the merry-go-round.



                             PENGUIN

               Shit.  Picked the cute one.

               Heat's gettin' to me ...



     Penguin reaches down for the other umbrella ... the

     deadly one ... the one that Bruce/Batman is holding.



                             PENGUIN

               Hey.  You ... wouldn't blow away

               an endangered bird ...



     He desperately tugs at his collar a la Rodney.  His face

     is turning a deep, pre-coronary scarlet ...



     Bruce/Batman wordlessly raises the umbrella and aims it

     between Penguin's eyes.



     Penguin pivots.  Starts waddling away.  Huffing,

     puffing ...



                             PENGUIN

               You wouldn't shoot me in the back ...

               would'ya ..?



     Bruce/Batman never takes the gun/umbrella off Penguin ...



     Who is waddling, slower and with greater difficulty,

     toward the once-icy, now-nearly-melted moat.



                             PENGUIN

               I'm overheated, is all ... I'll

               murder you, momentarily ...



     With a last ounce of strength he pulls open his collar.



                             PENGUIN

               But first, a cool drink ...



     Then one more step ... and he bellyflops in front of

     one glistening, beckoning chunk of ice that was blown

     out of the water.



                             PENGUIN

               Of ice-water ...



     One flipper feels for the block of ice ... it's just an

     inch away ... And then the flipper falls.



     Penguin belongs to the ages.



     A beat, then Bruce/Batman sets down the deadly umbrella

     and silently watches, slightly awed:



     In death, as in birth, the Four Elder Gray Bellied

     Emperor penguins surround their fallen disciple.  Then,

     like pallbearers, they lift Penguin's body with their

     beaks and mournfully bear him away, into darkness.



     EXT. GOTHAM PLAZA--NIGHT



     The bat beacon light, the city lights, and the Christmas

     tree lights continue to flash in wondrous syncopation.

     The Carolers begin singing again.



     EXT. CITY HALL--NIGHT



     The Mayor, his staff, and Commissioner Gordon, out of

     their costumes, look up at the flashing bat signal.



                             GORDON

               Think he'll ever forgive us?



                             MAYOR

               Probably not.  But he'll always

               help us.



     EXT. WAYNE ROLLS-ROYCE--NIGHT



     Alfred drives.  As the limo zips past Gotham Plaza, Bruce

     soulfully gazes out at the celebrants.



                             BRUCE

                      (numb)

               I guess this mean we won.



                             ALFRED

               Yes, I suppose that we did.



     He turns, taking a short-cut away from the crowds,

     through a dark back alley ...



                             ALFRED

               Well ... Come what may... Merry

               Christmas, Mr. Wayne.



                             BRUCE

               Right.  Sure.  And "Peace on earth,

               good will toward men."



     Suddenly he's brought up short by a loud meow.  Bruce

     glances behind him ...



     In time to see the shadow of something dart from the

     street into an alley.  Was it just a cat ..?  Or some-

     thing taller, shapelier?



     Bruce shivers.



                             BRUCE

               And women.



     TILT UP.  In the night sky, the Bat beacon blinks on ...

     then off, on then off, as we move closer and closer, till

     Batman's symbol fills the screen ... on, then off --



     AND CUT TO BLACK.









                              THE END