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                          BATMAN II



                             by



                        Daniel Waters















                                               May 20, 1991

















     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS.

     THEY HAVE BEEN REMOVED FOR THIS SOFT COPY.









     INT. A STUFFY MANSION--A NIGHT ABOUT THIRTY 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.



     Disturbing other-worldly Gaas and Goos chill the air.

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

     gapes the cigarette holder out of his mouth to see a

     SCREECHING NURSE wail out of the mansion room and

     disappear down the other end of the hallway.



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

     ing his mouth in a frenetic gagging noise.  The Father

     runs into the room.  The viewer remains outside and

     hears the Father's subsequent screams.



     INT. MANSION LIVING ROOM--CHRISTMAS EVE PAST--NIGHT



     A bizarrely corrugated Cage, made up of wavy, barely

     separated black bars sits amid the plush elegant, period

     and Christmased-up surroundings of the mansion.  With

     their backs turned to the sickly squeals emerging from

     the Playpen from Hell, Father and Mother, holding

     martinis, look out a window of gentle snowfall, with

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

     classic.



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

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

     sees the mansion's Christmas tree from between the dark

     cage slats.  The squealings stop.



     AN ANGELIC CHILD in an undershirt and red boxer shorts

     steps into view to block the Christmas tree.  The Child

     stares into the cage, his face contorting in horror.



                             MOTHER

               Honey, don't stare at your brother.



     The angelic child runs off.  Mother and Father simultan-

     eously finish off their martinis, and plop the empty

     glasses down.



     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 dies as

     the happy couple passes.  They then brake at the railing

     of a storybook bridge over a bubbling brook.  With dark

     nonchalance, Father and Mother each grab an end of the

     carriage and heave it upward.



     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.  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 small wave that tumbles it onto the

     sanctuary's arctic island.  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 STORE--EARLY EVENING OF THE CURRENT ERA



     where the Batman logo fills the frame with a portentous

     soundtrack boom.  A playful salvo of snowballs reverber-

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

     hanging centerpiece in the window of a Batman merchandis-

     ing store, along with Batman sleds, lunch boxes,

     T-shirts, and ticking clocks.



     EXT. GOTHAM PLAZA--EARLY EVENING



     Bathed in pristine snow and packed with GIDDY 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.



     A vivid electronic teletype reads:  HAVE A MERRY ONE,

     GOTHAM CITY!  YOU DESERVE IT!  FOUR SHOPPING DAYS

     LEFT, GO-GO-GO!



     Meeting up before a bustling department store called

     SHRECK'S, an AGGRESSIVELY 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 to the

     sweetly hooting delight of All-American Mom.



     Just behind them, an ADORABLE LITTLE GIRL takes a dollar

     from her precious little purse and gives it to a

     SALVATION ARMY SANTA.  A sweet, microphoned voice wafts

     out over the Plaza.



                             SWEET MICROPHONED VOICE (O.S.)

               Could I have your attention, Gotham

               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.



                             ICE PRINCESS

               It's time for tonight's Lighting

               of the Tree!  How 'bout that!



     The merrily promenading Consumers of Gotham City stop

     to joyously beam up to the stage to watch the Ice

     Princess scurry to a massive Red Button and press it

     down.  This action causes a mammouth Christmas Tree to

     grandiosely come to light.  The hypnotized crowd erupts

     into aahs and oohs.



     INT. A VERTICAL SEWER GRATE--EVENING



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

     older stranger pair of eyes peer.  Taking the point of

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

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

     did through the Playpen bars.



                             THE VOICE OF PENGUIN

               It is so beautiful, I could die.

               I must have been born around

               Christmas time, because every year

               I get the same intense desires to

               scream, cry, and freely engage in

               violent bodily eruptions.



     EXT. OUTSIDE THE SEWER GRATE--EVENING



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

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

     like nose and a creepy pair of lips...



                             PENGUIN'S LIPS

               Gosh, I guess I should really get

               out more...



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

     the sewer grate carrying a ludicrously wrapped object

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

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

     from the windshield with a huff.



     A PAPERBOY bustles up, holding up a newspaper headlined

     PENGUIN:  MAN OR MYTH OR SOMETHING WORSE?



                             PAPERBOY

               Sir, read about the latest sighting

               of the Penguin creature!  Says here

               he derailed a Trolley car into a

               modeling school for Gifted Children

               and then blew up a church where...



                             ALFRED

               Dear Boy, sometimes it is a pleasure

               to believe in fairy tales.  Other

               times it is merely annoying...



     Alfred cheerfully shakes his head as the Paperboy

     scampers off.  Alfred suddenly feels a chill coming

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

     slimy flippers recoil back away.



     INT. INSIDE THE SEWER GRATE--EVENING



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

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

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

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

     Buggy apparatus being cranked by TWO DWARVES.



     An eerily attentive gauntlet of wildly intense SOCIAL

     PIRATES, listens upward on either side of the macabre

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

     rupted carnival.  Unvibrantly made-up and demeanored

     CLOWNS who have never made anyone laugh brush up against

     STEELY DAMES in tight, tattered, and faded Magician

     Assistant Costumes.  All members of the gang have a RED

     TRIANGLE painted over their left eye.



                             PENGUIN

               Look out and behold the joyous

               faces.  All the wonderful smiles.

               I wish there was a way to keep

               all those wonderful smiles...



     The fleshy-beaked Penguin grandly turns to reveal himself

     in his squat, quivering, quasi-mutant glory.



                             PENGUIN

               in a jar...where I could shake

               them up and watch them turn into

               mushy goo...Oh my outcast friends,

               I am about to become Gotham City's

               best nightmare.



     Penguin elegantly opens up an umbrella to pass beneath

     a sewer drip.  He flicks open an ornately odd timepiece

     that reads twenty minutes until seven.



                             PENGUIN

               This city is one big happy

               family....for about twenty more

               minutes.  My previous crimes were

               party favors.  Tonight, Gotham

               gets a real present.



     Penguin lets off a homely squawk of laughter and juts

     forward through his chilling carny co-horts, who fall

     into line behind him.



     EXT. BEFORE SHRECK'S DEPARTMENT STORE--NIGHT



     AN ELEGANT GOTHAMCLOCK clacks to 15 till.  A Limousine,

     passing beneath it, incongruously bearing a cutesy cat

     logo, rumbles to a stop before the Shreck store.

     Emerging out the limo is MAX SHRECK, the charismatic

     Master of Gotham City.  A smattering of flashbulbs

     explode upon his placidly smiling face.  Max is the

     quintessential Upstanding Citizen, owner of everything

     except perhaps a soul.



     Following Max out is a legal pad scribbling, file

     grasping SELINA KYLE, his beautiful beneath bifocals and

     a subdued haircut assistant, along with a blindingly

     grinning yuppie superhero CHIP, muscles on the verge of

     shredding open his Brooks Brothers suit.



     Max doles a gleefully robotic array of handshakes and

     waves, culminating in a slap to the Salvation Army

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

     as T.V.  REPORTER BIX CARBONDALE.



                             BIX CARBONDALE

               Hello, Mr.  Shreck, Bix Carbondale,

               Goth TV.  Our viewers want to know

               what the man who has everything

               wants for Christmas?



                             MAX

               Clinches.  Bix, I want clinches

               for Christmas.  Peace in Gotham.

               Love between all Men and Woman.

               Understanding.



     The small crowd applauds.  Selina bobbles out a sheet

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

     his head.



     INT. BELOW IN THE SEWER--NIGHT



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

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

     upwards at the grandstanding atop the grate Max.



                              PENGUIN

               Peace and Love and--oh, what I

               wouldn't give to be able to vomit

               upward.  I, I must be getting

               sentimental.  So many fools in

               Gotham City and I only want to kill

               one of them, and it's not even

               Batman.  I despise Max Shreck more

               than the city itself, because he

               is the city itself.  He wants

               Clinches for Christmas?  How about

               smug, powerful businessman turned

               into squealing jelly by

               misunderstood monster.



     EXT. TOP OF THE SHRECK BUILDING--NIGHT



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

     floor of the building housing the department store is

     a tower of Ivory with a large, friendly sentinel of

     a cat at its tippy top.



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

     to the Plaza below.



     INT. MAX SHRECK'S OUTER OFFICE--NIGHT



     The Men staring down at Max are THE MAYOR and HIS

     STAFF.  A Shreck Cat Logo Clock on the wall loudly

     clicks to 7:50.



                             HEAD STAFFER

               Mr.  Mayor, how do you think Shreck

               is going to react when you tell

               him "No" on the chemical plant.

               I'm not sure he's exactly heard

               that word before.  He might not

               know what it means.



                             MAYOR

               Max isn't just Gotham's primary

               business investor, he's my friend.

               My pal.  And he'll respect my

               decision as Mayor...God, my city

               is beautiful.



     EXT. THE MERCHANDISING STORE--NIGHT



     The multitude of ticking Batwing clocks click toward

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



                             BEAT COP ONE

               So the woman said she felt a cold

               clammy flipper on her neck.  When

               she awoke, she saw this thing with

               a nose that...



                             BEAT COP TWO

               Man, no more Penguin stories.  Let

               Batman worry about it.



     A LURID VOLUPTUOUS WOMAN with a massive Cindy Crawford

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

     fortably transfixed cops.  She holds a large open compact

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

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

     legs.



     INT. MAX SHRECK'S CONFERENCE ROOM--NIGHT



     The Mayor and his staff scurry behind Max as he pushes

     open an imposing set of tall doors revealing his confer-

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

     the words SHRECK CORPORATION and a logo of the friendly

     cat, along with a teletype that blows stock numbers by

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



                             MAX SHRECK

               Sorry to keep you waiting, Mayor.

               How's the family?  And your

               dachshund?  King is his name, no?



                             MAYOR

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

               actually the vet says my dog...



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

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

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

     the chair to whoever he addresses.  Everyone hustles into

     seats around him.



                             MAX

               How interesting.  You remember my

               assistant Selina Kyle, and of

               course, Chip.



                             SELINA

               .....hi.....



                             CHIP

               Gentlemen, I have the feeling we're

               about to make some serious cabbage.



                             SELINA

                      (gulping courage)

               Before we get started, I was

               wondering if we could address the

               Education Initiative...



     The men at the table gaze to Selina in dumbfounded

     silence.  Max smoothly breaks it.



                             MAX SHRECK

               Before "we" start, I think our

               coffee needs to be addressed.



                             CHIP

                      (super-smug)

               Double Expresso pour moi.



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

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



                             SELINA

               But uh...



                             MAX SHRECK

               Selina.  Go away.  Do not fret,

               gentlemen, if our meeting goes

               well, I'll let you watch me spank

               her.



     INT. OUTER OFFICE--NIGHT



     Selina cringes at the subsequent laughter as a gleeful

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

     Selina begins to bang her forehead with the palm of her

     hand.



                             SELINA

               You stupid corn dog.  Corn dog.

               Corn dog.  Corn dog.



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

     she then sticks on the edge of her computer beside a

     garden of other girlishly masochistic post-its like

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

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

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

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

     puttering between two buildings.



     INT. THE CONFERENCE ROOM--NIGHT



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

     7:55.



                             MAX SHRECK

               Barring anymore aggressive

               embarrassment, I'd like to set a

               start date for the construction

               of my chemical plant.



     The Mayor coughs into a response that must have sounded

     better during its bathroom mirror practice.  Max

     confidently rises.



                             MAYOR

               Max Shreck, my friend, you're the

               pillar of this community.  Pillar.

               There is no citizen whom Gotham

               values more.  No citizen.  Your

               buildings, your stores, your

               factories, your oil wells, your

               licorice...



                             MAX SHRECK

               Your point?



                             MAYOR

               I've got to refuse permission on

               the chemical plant construction.

               Those environmentalists have

               really been on my back.  I just...

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

               you, I'll...



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

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

     first time.  His naked glare of betrayal dies into a

     calm three second blink.



     Keeping his voice barely under control, he comforts the

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

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

     A ballerina figure typically spins on top, but an odd

     arrangement of needles stick out of the exposed innards

     of the box.  Max twists one of the needles.



                             MAX SHRECK

               Please, Mayor, don't drool.  Or

               apologize.  I appreciate your

               honesty.  I mean, it is not the

               first time we have had a

               disagreement.

                      (turning and smiling)

               Golly, actually it is, isn't it?



                             MAYOR

                      (enthusiastically

                       consoling)

               But I'm sure it's going to be

               the last time!



                             MAX SHRECK

                      (clenched teeth)

               You're right.



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

     crowd outside his window.  Everyone bounds up to peek

     out....



     EXT. GOTHAM PLAZA--NIGHT



     The Gargantuan Christmas Present is rolling into the

     Plaza.  Gothamites continue to gasp in wonder.



                             THE ADORABLE LITTLE GIRL

               It's the mostest prettiest thing

               I've ever....



     EXT. BY THE WAYNE ROLLS ROYCE--NIGHT



     Alfred gives his wrapped dinosaur a last fierce and

     painstaking push to get it into his trunk.  Slamming the

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

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

     go off at seven o' clock.



     INT. SEWER--NIGHT



     Hearing the excited murmurs of the crowd above, Penguin

     grins and barks into his headset that has the

     meticulously crude flavor of a Renaissance contraption.



                             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, the sour

     creme de la creme of the GANG of SURLY CARNIVAL DENIZENS

     WITH RED TRIANGLES OVER THEIR LEFT EYES blitzkrieg the

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

     disturbingly leathered and helmeted BIKERS on Demonhead

     motorcycles with spiked-for-ice wheels joybuzz forth.



     EXT. THE MERCHANDISING STORE--NIGHT



     The Lurid Woman snaps down her compact to reveal she

     has lipsticked a red triangle over her left eye.



                             BEAT COP ONE

               The Red Triangle Circus Gang!



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

     each find a python slithering up their leg.



     EXT. THE PLAZA--NIGHT



     Also scrambling out are TWO SNEERING BALD MEN, who wear

     massive BLADE TIPS encrusted atop their bare skulls like

     Industrial Mohawks.  A ragged SWORD SWALLOWER struts

     forward tugging an excaliber from his salivating mouth.

     A YOUNGER SURLY PUNK appears wearing a lightly smoking

     neon sign, blinking the word CIRKUS, as a humongous

     chain necklace over his chest.



     A STRONGMAN COVERED IN TATTOOS swipes the precious purse

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

     An appearing Alfred pushes him away and races off with

     the Little Girl.



     The Carolers flitter off, shell-shocked.  They absurdly

     continue to sing their carol in a frightened tone of

     voice.



     The last one to emerge from the surrogate Trojan horse

     is a scowling creep in RINGMASTER garb--long black

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

     He wears painted red triangles over his entire face and

     atop his head is the same bizarre headset Penguin wears.

     He casually elbows Santa to the ground.



                             RINGMASTER

               Ringmaster to Penguin.  They love

               the present.  My gang won't let

               you down.



     INT. THE SEWER--NIGHT



     Penguin savors the bedlam, dancing to the shrieks.



     EXT. THE PLAZA--NIGHT



     The Batman sled slams against a police car windshield.

     A disgruntled COMMISSIONER GORDON sputters out into

     his radio.



                             GORDON

               What are you waiting for?  Turn

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



     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 massive living room and then followed to another

     strategically set up mirror.  The reflection glows

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

     He moves out of the light.



     INT. THE SEWER--NIGHT



     Penguin gazes through the grate to behold the beacon in

     the sky.



                             PENGUIN

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

               so scared.  Come on, Batman, you

               posterboy sell-out.  I'm the real

               thing and you're just a gym



     EXT. THE PLAZA--NIGHT



     A fleeing Ice Princess shoves an Elderly Woman to the

     ground.



     Various Red Triangle Circus Gang members sack the out-

     skirts of Shreck's department store, swiping goods and

     rearranging the window displays in obscene fashion.  The

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



     The Massive Teletype reads:  TIS THE SEASON TO BE

     JOLLY...



     TERRIFYING CLOWNS scramble atop some wheeled Scaffolding

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

     artillery into the Christmas tree, blasting off ornaments

     and lights.  The Knifeskulled Men savagely bow down and

     cut cables running up to the tree, cutting off its

     brilliant light.



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

     LA.



     INT. THE CONFERENCE ROOM--NIGHT



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

     window.



                             MAYOR

               Oh beautiful, I'm going to get

               blamed for this.



     EXT. THE PLAZA--NIGHT



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

     at the chaos.  Their mirth is slowly strangled by the

     dreaded sound of a supersonically humming engine.  The

     Innocent and the Profane stop beating and being beaten

     to look to the increasing engine noise.



     The Batmobile rockets toward the viewer, the bat beacon

     reflecting off the windshield.  The viewer's viewpoint

     moves through the windshield to face the harshly concen-

     trating BATMAN!



     Making its megagrand entrance, the Batmobile plows

     through the gargantuan, opened present, shredding it to

     pieces.



     Batman slams down a lever.



     Oblong strips of the Batmobile sprout out from the

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

     darting past bikers and viciously lovetap various

     carnival hoodlums into spiraling upward unconsciousness.



     Many Red Triangle Circus Gang Members, snarling minutes

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

     devours his sword and the Lurid Snake Charmer Dame

     scoops up her pythons.



     The Terrifying Clown gunmen fire frantically down from

     the scaffolding as the Batmobile rams the wheeled

     platform from the back and drives it closer and closer

     toward the Batman merchandising store.  THUGS IN NOVELTY

     NOSE AND GLASSES fulminate bullets at the back of the

     buffeting Batmobile.



     Batman brakes the Batmobile.  The Inertia-ed Scaffolding

     fiercely slams into the store, sending the Terrifying

     Clowns violently smashing down upon the memorabilia.



     Batman twists a square black Knob.  A powerful STEEL

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

     barber-seats the vehicle up off the ground.  The

     Batmobile does a sharp 180 degree spin on the jack to

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

     jack slams back up into the Batmobile as the vehicle

     charges toward the novelty Bespectacled Gunmen.



     INT. THE SEWER--NIGHT



     A Bashed Gunmen slams down upon the sewer grate into the

     suddenly depressed Penguin's viewpoint.



                             PENGUIN

                      (into head-set)

               Batman!  Who invited him anyway?

               Ringmaster, don't panic!  Just

               remember he's just some guy with

               a better costume.  Complete your

               mission.  We caused this chaos

               for a reason!  To get Max

               Shreck!



     EXT. THE PLAZA--NIGHT



     Ringmaster dashes off toward the Shreck building, waving

     along the Neon Necklaced Punk, and the Knifeskulls.



                             RINGMASTER

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

               gotta get that Shreck guy.



     With a cackle, the CIRKUS flashing punk gives a STRAY

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

     giving the passing gang members a means-business glower.



     THE BATMOBILE--NIGHT



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

     from the Batmobile, that fires out a wild, artistically

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

     ridiculous precision, the steel projectiles slam through

     the spokes of the terrorizing motorcycles upending them

     and their riders into nasty convulsions.



     Batman focuses upon the Tattooed Strongman angrily

     chasing Alfred and the Little Girl.  He maneuvers the

     joystick that controls the steel spewing apparatus.



                             BATMAN

               Alfred, you rogue...



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

     head, crumpling him to the ground.  Alfred stops to

     broadly beam at the passing Batmobile.



     EXT. BEHIND THE STAGE--NIGHT



     Batman steers behind the stage and bounds out.  He

     activates the security cloak over the Batmobile.



     INT. THE SHRECK CONFERENCE ROOM--NIGHT



     The Mayor beams.



                             MAYOR

               I'm gonna get credit for this!



     INT. THE OUTER OFFICE--NIGHT



     A spooked Selina turns from the window to the sight and

     sound of the outer office doors heaving in and out from

     unseen ramming.  She swerves toward the conference room.

     A bullet neatly destructs the left heel of her high heel

     shoe.



     INT. CONFERENCE ROOM--NIGHT



     Everyone freezes toward the commotion going outside the

     tall conference room doors.  Chip takes off and folds

     his blazer, with a laugh of superiority.



                             CHIP

               Gentlemen, don't be afraid.



     He cockily strides toward the noises when the doors slam

     open, crunching him out cold.  Ringmaster and company

     scramble into the room.  Neon Necklace is holding

     Selina.



                             MAX SHRECK

               Gentlemen, let's be afraid.

                      (regarding inert

                       Chip)

               Somebody is not getting a

               Christmas bonus.  Good help is

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

               you?



                             RINGMASTER

               Definitely.  We're here to

               kidnap the man who runs Gotham

               City.



                             MAYOR

               Oh no, please....



     The Mayor and his staff break for the door.  The

     Knifeskulls shove their skullblades against the necks of

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

     gun that has a stream of laser going from one skull

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

     other.  He stuns the Mayor to his knees.



                             RINGMASTER

                      (laughing, into

                       headset)

               Did you hear that?  The Mayor

               thought we were talking about

               him!



     INT. THE SEWER--NIGHT



     The Penguin squawks in laughter.



                             MAX

               Priceless!  Tell Max he's raw

               scuzz and the epitome of the evil

               of banality...



     INT. THE CONFERENCE ROOM--NIGHT



     Ringmaster shoves on a pair of unusual brass knuckles.

     Protruding out of each knuckle is a small red fluid-

     filled syringe half.



                             RINGMASTER

               Max, you are raw scuzz and the

               epit--

                      (to headset)

               What was that second part?



     INT. SEWER--NIGHT



     Penguin quietly simmers.



                             PENGUIN

               Pinhead.  Just.  Lock away the

               Mayor.  And bring Max down here

               now!



     EXT. THE PLAZA--NIGHT



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

     back down to the ground.  A gauntlet of drained

     bystanders and snapshooting Tourists cheer.  Commissioner

     Gordon sidles up beside Batman, huffing to keep pace

     with the determinedly walking forward hero.



                             GORDON

               Thanks for the assistance,

               Batman.

                      (with a good-natured

                       huff)

               Thanks for doing everything and

               making us look like idiots.  So

               it's the Red Triangle Circus Gang.

               Three years ago, their carnival

               went out of business and...



                             BATMAN

               I know who they are.  They've

               improved.



                             GORDON

               The leaders are in the Shreck

               building.  The Mayor and Max

               himself are up there.  Do you

               need any...



                             BATMAN

               No.



                             GORDON

               But you can't just...



                             BATMAN

               Yes.



     Batman quickens his pace, leaving Gordon and his words

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

     Shreck building.



     EXT. BEHIND THE STAGE--NIGHT



     Another straggly squadron of Carnival creeps, including

     the Dwarves, ninja out from under a manhole and crawl

     toward the Batmobile.



     A BAREFOOT WAIF IN PRE-FAIRY GODMOTHER CINDERELLA

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

     atop the Security cloak with a fascinatingly crude laser

     device.



     The waif dexterously jimmies the laser and with a whoosh,

     the shield sputters off.  Everyone eerily commences snap-

     ping pictures including the Penguin, poking his head out

     of the manhole.



                             PENGUIN

               Oh Batman, what you don't know,

               won't hurt me...



     INT. SHRECK BUILDING HALLWAY--NIGHT



     Neon Necklaced Punk holds his aggressively unique stun

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

     hobbles on one heel.



                             NEON NECKLACED PUNK

               Move it, low-life secretary...



                             SELINA

               I prefer low-life assistant,

               thank you.  I probably should

               just shut up, but you know, this

               was a very serious pair of shoes

               you ruined.  Couldn't you have

               just been a prince and broken my

               jaw?  My body will heal, but this

               was the last pair left in my

               size.

                      (with revealed

                       anger)

               Oh, and next time, Scooter,

               remember to shoot the other heel.



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

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

     carpet and him to the ground.



     He seethes in sync to his flashing Neon necklace then

     bolts up toward the stun gun on the center when suddenly

     the carpet is viciously pulled out from under him,

     somersaulting him into a vivid sparking heap.



     Selina breathlessly turns to see Batman at the end of

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

     Selina's tentatively delirious verbiage.



                             SELINA

               Cheap but effective.  How are you

               with pies and banana peels?

               There's more of them, coming

               around....Like the carpet, huh?

               A collector?  Wow, the Batman--

               or is it just Batman.  You look

               a lot better in person...I,

               I'm...



                             BATMAN

               Nice shoes.



     Batman hands a stunned Selina the stun gun and hoists up

     the rolled-up carpet, charging off.



     EXT. BEHIND THE STAGE--NIGHT



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

     Penguin's disciples continue to whisk around the

     Batmobile like paparazzi, flashing their cameras.



     INT. ANOTHER HALLWAY CORRIDOR--NIGHT



     A convoy lead by the two Knifeskulls swaggers out from

     Shreck's office.  Ringmaster holds his syringe knuckles

     against Max's neck.



                             RINGMASTER

               How does it feel to know you're

               going to...



                             MAX

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

               a respected face.  I give you five

               minutes.



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

     impales itself on the blades of the Knifeskulls, locking

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

     bashes them over.



                             MAX

               Make it two.



                             RINGMASTER

               You really think you can take me

               down, Mr.  man-bat?



                             BATMAN

               Sure.



                             RINGMASTER

               One move and...



     Batman gunslingers out his grapple speargun.  The wired

     hook deftly smashes the syringes off Ringmaster's

     knuckles.  Red fluid from the syringes splashes onto

     Ringmaster's hand.  He howls and hobbles as Batman

     saunters toward him, reeling in his gun.



                             BATMAN

               Sh-h-h...



     In one swift-straight arm gesture, Batman shoves the

     Ringmaster's skull into the wall, cracking the headset

     with a quick whine.



     EXT. BEHIND THE STAGE--NIGHT



     Penguin furiously yanks off his now also whining headset.



                             BATMAN

               Imbeciles.  I knew I should have

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

               a wrap.



     Penguin's people stop their shutterbugging.  The

     Batmobile hood is slammed shut and the Waif reactivates

     the security shield as the gang scrambles back into the

     manhole.



     INT. THE HALLWAY--NIGHT



     Ringmaster finally collapses out of the wall.  Batman

     steps before his dropping body.  Max reaches out for a

     firm handshake.



                             MAX SHRECK

               Batman.  You certainly live up to

               your hype.  I hope I am not being

               overly immodest in saying that

               this is your finest hour.  By

               saving me, you have saved the

               city.



                             MAYOR

                      (bustling up)

               Good evening, Caped Crusader!  I

               never tire of watching you work.

               With me in the front office and

               you on the streets, we are one

               unstoppable crimefighting team.

                      (to Max)

               Let's get some shots of the three

               of us...



     The babbling Mayor is silenced as he turns to see that

     Batman is nowhere to be seen.



     EXT. THE SHRECK BUILDING--NIGHT



     An exhausted, quivering Selina wobbles out of the

     building with a sigh.  She compassionately bends down

     to the black cat that was kicked earlier and picks it

     up.  She shambles out through the devastation that was

     once a winter wonderland.



     Max and Chip next saunter from the building, politely

     beaming to snapping flashbulbs.  Max shakes some more

     hands and accepts some congratulatory arm squeezes.



                             BIX CARBONDALE

               How do you feel, Mr.  Shreck?



                             MAX

               Boy Bix, I just want to curl up

               with some cocoa and watch this

               craziness on the news.



     The bystanders and camera crews chuckle as Max and Chip

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

     materializes.



                             MAX

               I'm in a bad mood.  Remind me to

               take it out on everyone.



     Stepping forward to the limo, Max and Chip FALL THROUGH

     AN OPENING SEWER GRATE AND COMPLETELY OUT OF SIGHT.



     INT. SELINA'S APARTMENT--LATER IN THE NIGHT



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

     out.



                             SELINA

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

               right, I'm not married.



     She wearily laughs at her private joke then takes in a

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

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

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

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

     tree, and a pretty embarrassing assortment of stuffed

     animals.  The cat purrs.



                             SELINA

               What did you just purr, Miss Kitty?

               "How can anyone be so pathetic?"

               Yeah, well, takes years of hard

               work, unappreciated hard work.  At

               least I got to meet Batman, eh?



     She absently triggers her new stun gun on and off then

     raises up a tiny remote square and fires it at her

     answering machine.  As the voice of a STERN MOTHER fills

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

     Cola cans and Shreck Yogurt cartons passing childhood

     pictures of a YOUNGER HAPPIER SELINA on a trampoline, on

     a horse, and on the side of a mountain.



                             STERN MOTHER'S VOICE

               Selina.  This is your Mother,

               just calling to say Hello...



                             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.  I mean really, why you

               insist on living in Gotham City

               alone...



     Selina casually squeezes up her remote to fast forward

     the machine.  As the Cat compassionately snuggles up

     beside her to the sound of her lame boyfriend, Selina

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

     precious doll house.



                             LAME BOYFRIEND'S VOICE

               Selina, about that Christmas

               getaway we planned, I think we

               should break up instead.  I'm not

               afraid anymore to say I need a

               woman who's going to treat me like

               a hero, not a zero.  I...



                             SELINA

                      (hurt

                       fast-forwarding)

               Wow, the party never stops on

               Selina Kyle's machine?  I guess

               I should have let him win that

               racquetball game.



     Selina clomps into her kitchenette and turns on a faucet

     that wildly sprays out in all directions as her own voice

     comes on.



                             SELINA'S OWN VOICE

               Hi Selina, this is yourself

               calling.  I'm reminding you that

               you better have brought home the

               Bruce Wayne file to work on,

               because Max Slavemaster is meeting

               with him tomorrow.



     Wet and angry, Selina drops her remote and instead fires

     her stun gun on the answering machine, shutting it off.

     She again starts banging her forehead with her palm.



                             SELINA

               The File.  You stupid corn dog.

               Corn dog.  Corn dog.  Corn dog...

                      (putting on coat)

               You black cats are for real, aren't

               you?



     EXT. THE GROUNDS OF THE OLD GOTHAM ZOO--NIGHT



     The viewer plunges through the decrepit gates of a stag-

     gering, abandoned zoo--a centerpiece of a perverse

     World's Fair of another world.  Snow-covered cages and

     pits that seem more terrifying empty than if filled with

     ferocious beasts.



     The viewer connects up with a determinedly trotting,

     RATTY, SPIKY-HAIRED POODLE, wearing a strange pair of

     goggles.  The Poodle's hair rises as he passes A SEEDY

     AND DECREPIT, BUT IMPRESSIVELY MAMMOTH AND COMPLEX POWER

     STATION, that crackles with frayed wires.



     The Poodle swerves before a rickety rollercoaster that

     has three shoddy and malignant, Animal-motifed carts put-

     tering up different stages of the dilapidated track.  An

     aberrant cross section of birds ride on one of them.



     The Poodle swings toward the light of a cave lined with

     sparkling snow and ice and into....



     INT. PENGUIN'S LAIR--NIGHT



     The Lair where the Penguin baby found his home is now

     seen to be less dark, but still overpoweringly dramatic

     and bizarre.  The track of the zoo's rickety roller-

     coaster curls through the grotto.



     The cart full of birds rumbles through with its winged

     passengers flying off to join others flapping around.



     A large squalid cage.  Strange scaffolding half covers

     an enormous "Mission Control" panel that has been hodge-

     podged together with the flagrantly weird, idiosyncratic

     technology.  Actual penguins of every size (except the

     gray bellied Emperors) heedlessly horseplay in the icy

     moat.



     The Ratty Poodle takes his place at a large block of ice

     that serves as a conference table.  Gabbing around the

     table are the familiarly bonechilling survivors of the

     Unwashed Carnival Creeps.



     Everyone shuts up and goes into a standing ovation as

     Penguin rides out of the lair's vast, gaping sewer pipe

     in his Rubber Duck that now acts as a boat.  The

     Tattooed Strongman is holding Max Shreck and Chip in

     behind him.



                             PENGUIN

               We have distinguished guests.

               Please make them feel at home...



     The Circus Creeps go into shouts of "Boo" and "Can we

     torture them now" while pelting snowballs, ice airplanes

     and novelty gadgets at the beleaguered businessmen.  Max

     begins to sit down at a chair at the end of the Ice

     conference table.  Dwarf One pulls the chair out from

     under him.  Max crashes to the ground.  The gang explodes

     in laughter and the dwarf does a cute little bow.



     The moodily pondering and freezing Max cautiously reseats

     himself.  Chip makes a break.  The Bearded Lady breaks off

     an Ice stalagmite and knee-caps him to the ground.



     As Penguin snarls at Max, he is handed an array of sadis-

     tic umbrellas, which he casually tries and discards.

     One shoots out a flame, one pokes out a sword tip, one

     causes a goofy spinning hypno-vertigo swirl effect,

     another shoots a blast acid that melts through the middle

     of the table.  Max loses composure, shivering and

     sweating.



                             PENGUIN

               Up there, Max, you're the master

               of Gotham City.  Down here, the

               poodle gets a better parking

               space.

               You see, I hear your speeches

               about protecting the community,

               then see you dump toxic waste into

               the sewers.  I listen through a

               sewer grate to you promising one

               thing, then see you through a

               ventilator shaft doing another

               thing.  Don't get me wrong.  I

               got nothing against being a two-

               faced weasel, or even dumping toxic

               waste -- Stuff works good on rat

               bites...



                             MAX

               Oh really, I didn't....



                             PENGUIN

               Shut up.  It's just, why do you

               get to be a man of the people and

               I have to be the boogeyman.  It's

               not fair!



     A SMALL PENGUIN BIRD wobbles atop the table and stops to

     squawk-babble at Penguin.



                             PENGUIN

               You can say I'm jealous.  You can

               say I'm bitter.  In ten seconds,

               you're going to say a lot of

               things...  in a high pitched voice...

                      (swerving to little penguin)

               Wha-a-a-t!

                      (listening)

               Oh....Try the closet in the back

               of the lair.



     The penguin wobbles away.  Penguin tentatively growls

     back at Max.



                             PENGUIN

               I....I lost my place?



                             MAX

               You were implying that I will be

               screaming in a high pitched...



                             PENGUIN

               Yeah, but don't worry, Max, I'm

               not going to kill you.  I'm just

               going to freeze you for 200 years

               until they find a cure for rich

               uppity snob powermongers.

                      (good natured laughter)

               I'm only kidding....I'm going to

               kill you.



     Lighting up a cigarette in a cigarette holder much like

     his father's, Penguin moves forward with the sword

     umbrella.  Everyone else at the table pulls forth a

     perverse weapon.  A particularly large bead of sweat

     rolls down Max's face.  Coming out of a sage three second

     blink, Max regards the cigarette holder then reaches out

     with his tongue and licks off the bead.



                             MAX

               You're not going to do anything

               to me, Penguin.



                             PENGUIN

               Oh, I'm not?  Okay, well, if you

               put it that way.  Jeepers.



     Penguin rears back for a decapitating swing.



                             MAX

               Why fight the power, Penguin, when

               you can become it.



     Penguin slightly lowers his malevolent pose.  Max stands

     up and speaks faster.



                             MAX

               You despise the way this city is

               run.  So do I.  Tonight, the

               current Mayor....  disappointed me.

               I'd like to see more of a...

               free thinker in his place.



                             PENGUIN

               Me?  The New Mayor?  In case you

               hadn't noticed, I'm a mutant with

               a bad temper.



                             MAX

               You're too hard on yourself.

               Gotham has no conception of

               Morality, only Celebrity.  This

               city loves visuals.  Look at

               Batman.  Any other city and he

               would be in an institution or our

               there doing singing telegrams.

               Here, he is a hero.  You and the

               Mayor standing at the same podium

               -- I know where I'm aiming my

               camera.



     Penguin lets his umbrella sword drop to the floor.

     Sensing Penguin's change of heart, the Circus Creeps

     re-conceal their weapons.  An aching Chip stands beside

     Max.



                             PENGUIN

               Me?  Mayor?  I could walk down the

               street and no one would laugh at

               me or throw a big object at me?

               Or make one of those jokes like,

               "Did you hear that when Penguin

               was born, the doctor came out and

               the Father asked 'Doctor, doctor,

               is it a boy or a girl?'  The

               doctor says "Guess again."



     A Whinnying Clown laughs at the joke.  Penguin, with

     swift nonchalance, picks up one of the umbrellas and

     slams the Clown back over his chair.  Penguin glances

     down to a stream of Da Vinciesque (One is of the big red

     present).



                             PENGUIN

               I could get Respect....would I

               have to give up my hobbies?



                             MAX

               Terrorizing innocent people and

               committing heinous felonies?  Not

               at all.  In fact, they'll come in

               handy.



                             PENGUIN

               It all sounds divine.  Where do I

               begin?



                             MAX

                      (starting to sit)

               Anywhere but here.  I think you've

               mature past the Old Zoo hideout/

               Lair thing.  Let's talk about...



     INT. MAX'S CONFERENCE ROOM--NIGHT



     Max finishes sitting down, and his sentence, in his

     groovy chair in the middle of his conference table.

     Penguin stands on the table, being tugged into a full

     tuxedo outfit by an Ultra-Stylish-and-Polished-to-the-

     point-of-instantly-loathesome Man and Woman named PUNCH

     AND JULIET.  They smoothly fling hats and accessories on

     and off the perplexed but flattered freak.



                             MAX

               ...the new Penguin.  The horrifying

               monster aspect of your personality

               has been well communicated.  My

               image consultants Punch and Juliet

               are going to bring out your more

               Mayoral smile.



                             PUNCH

               We love a challenge.  Juliet, the

               monocle?  Too much?



                             PENGUIN

               Oh how wonderful I...



                             JULIET

               Stand still.  And keep the

               umbrella.  It works for you.



     White gloves over a cringing Penguin's webbed hands.



                             PENGUIN

               These things really necessary?

               They're so warm...Mr.  Shreck

               said Gotham likes visuals.



                             PUNCH

               Gotham does like visuals, but

               whoa, Pengo, come on...



                             JULIET

               Not a lot of mirror action down

               in the sewer I see...



                             PENGUIN

               Hey, you post-yuppie-modern

               punks...



                             MAX

               Is there something we can do with

               his name?..."The Penguin"...I mean,

               no offense...



                             PUNCH

               Hear ya.  Our computers came up

               with..."Oswald Cobblepot."



                             JULIET

               Unapologetically quirky, but dignified.



                             PENGUIN

                      (touched)

               A real name....Oswald Cobblepot.

               It's as sweet as cotton candy on a

               walrus's belly.



                             PUNCH

               M-m-m-m.  Good analogy.  Tomorrow

               the Mayor is going to hold a press

               conference to say that you are a

               slimy menace trying to tear the

               city down into your private hell.



                             JULIET

               You're going to prove to the people

               and the media that he is wrong.



                             PENGUIN

               But he's right...



                             MAX

               That, is beside the point. I do

               not seem to be getting across

               the whole dual nature thing...



                             PENGUIN

               Relax...

                      (malignant)

               By night, I will cause deviously

               demented crimes that will put the

               city into a foaming frenzy.  And

               Batman into a retirement of putting

               kids on his lap at car shows.

                      (holy)

               By day, I'll cry out to the public

               that I'm the only brave soul who

               can come in and stop this wave of

               deviously demented crimes.  In a

               way, I'll be the most honest

               politician who ever lived.



                             MAX

               By George, I think he's got it.

               Punch and Juliet, leave an

               itinerary for tomorrow.



     Punch, Juliet, and the decked-out Penguin hop off the

     table.  Chip hobbles up to give Penguin an enormous money

     bag.  Punch and Juliet give him a file and a cheek kiss,

     before strutting off.



                             PENGUIN

               Wow, a non-sexual kiss from another

               male.  I feel so hip.  And Juliet,

               you don't think she'd ever, if she

               was really drunk...



                             MAX

                      (rising up)

               The money is to help with the

               campaign.



                             PENGUIN

               I mean, like really blotto...



                             MAX

               I'll be giving you a checkbook so

               you can pay off and keep in line

               the Red Triangle Circus gang and

               the rest of the city's scumbags

               that you use for your crimewave.

               I want this chaos to be organized

               ....Mr.  Oswald Cobblepot.



     Penguin squawks and gives a cringing Max a vigorous

     hug.



                             PENGUIN

               Oh, Max, buddy, to think I was

               going to torture and maim you...



                             MAX

               I'm sure going to miss that

               wonderful laugh.



     INT. OUTER OFFICE--NIGHT



     The new Penguin gracefully parades through the outer

     office.  He makes a royal pause before a mirror.  He

     poignantly imitates the reactions of other people.



                             PENGUIN

               Oswald Cobblepot..."Looking good,

               Oswald."  "Great game Oswald."

               "Your table is ready, Mr.  Cobblepot"

               "This is hard to say, Mr.

               Cobblepot, but I think I'm in

               love with you..."



     Penguin prances out of the office doors and moves off to

     the left.  Moments later, Selina Kyle huffs in from the

     right.  She goes to her desk and picks up a file labeled

     BRUCE WAYNE.  She allows herself a schwoof smile as Max

     and Chip emerge from the conference room.  She gives off

     a wee gasp of surprise.



                             SELINA

                      (typically sheepish

                       babbling)

               Oh wow, you scared...I came back

               to get the Bruce Wayne file for

               tomorrow.  I put a reminder for

               myself in my machine at home

               because I usually check my messages

               from work, but in all the

               excitement tonight, I...



                             CHIP

               She's lying...



                             SELINA

               Pardonne, Chip...I'm what?



                             MAX

               Selina Kyle.  Did you happen to see

               who I was chatting with?  You see,

               it's imperative I not be directly

               connected with this person.



                             SELINA

               I..didn't..I swear, Mr.  Shreck, I

               didn't see anything.  Cross my

               heart and hope to...Cross my

               heart.



                             MAX

               Put yourself in my position.  I'm

               a very respected man in the

               community.  If you're fibbing about

               how much you've seen and heard

               tonight, you could run off and hurt

               me.  You've been a very decent

               assistant, Selina Kyle, but is

               this a chance I can take?



                             SELINA

               Yes?



                             MAX

                      (stepping forward)

               Is your life as important as my

               reputation?



                             SELINA

                      (stepping backward)

               Maybe?



     EXT. GOTHAM STREET--NIGHT



     The Batmobile putters down a deserted Gotham street.



     INT. BATMOBILE--NIGHT



     Alfred's face comes on a screen in the Batmobile.



                             ALFRED (screen)

               It is about time you came back,

               you..



                             BATMAN

               Soon.  The Red Triangle Circus

               Gang were always just cheap

               thrillseekers.  Silly.  Easy.

               Not tonight.



                             ALFRED

               You do not think there is any

               truth to this dark lord of the

               gangs, this evil king of the

               sewers...this Platypus Man, or

               whatever he is..



                             BATMAN

               Penguin.



                             ALFRED

               Surely he is cheap tabloid

               fabrication created to sell papers

               to people who can't read...



                             BATMAN

               That's what they said about me.



     INT. THE OUTER OFFICE--NIGHT



     Selina begins to leak a couple tears.



                             SELINA

               What is this?  How can you be so

               mean to someone as meaningless as

               me...Don't you see, Mr.  Shreck,

               that I am alive in here!  I mean,

               it's not like you can just kill

               me...



                             MAX

               Actually, it's a lot like that.



     Tense silence.  Max smirks into a chuckle.  Selina

     quivers out a wary smile and wrist wipes a tear as

     Max touches her shoulder.



                             SELINA

               Oh Mr.  Shreck, you frightened...



     Max savagely pushes Selina crashing out the window.



     EXT. ALLEY--NIGHT



     Selina swirls downward through shattering glass and snow-

     flakes with tragic beauty.  Her body slam spins around a

     protruding horizontal American flagpole, before continu-

     ing its White Christmas journey to the drifted gravel of

     an alley.



     Selina's eyes creak open to see the Batmobile obliviously

     motor past the mouth of the alley.



                             SELINA

               ...stop...bat..man...



     Her eyes close again.  Selina's New Black Cat, of all

     creatures, scampers up beside her quasi-corpse.



     INT. THE OUTER OFFICE--NIGHT



     Max and Chip looks down through the whistling window.



                             MAX

               Let the police find her.  Make

               sure the funeral is on me.



                             CHIP

               She wanted it.



     Max and Chip stroll off from the window.



     EXT. THE ALLEY--NIGHT



     Other cats of every shape, color, and demeanor, from aw-

     so-cute tabby to violent Tom ramble into view from

     behind trash cans, boxes, and snow drifts.



     Hypnotically led by Selina's black pal, the cats creep

     from every direction toward the female Gulliver.

     Selina's cat crawls up onto Selina's blouse and begins

     to breathe into her mouth in an eerie feline C.P.R.

     ballet.



     A Siamese whispers in Selina's ear.  White powder puff

     kitties snuggle against the soles of her feet.  The

     malevolently scraggly Tom viciously bites her finger.

     Selina's eyes fly open.



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



     Battered, bloodied, and clutching her stoic black cat,

     Selina re-enters her apartment.  She is the malevolent

     antidote to her poignantly pleasant early evening and

     previous life self.  She auto-pilots to the sink and

     turns the broken faucet on over her bloody finger.  This

     time, no water comes out at all.



     She stares in unmoving, but torrid self-contemplation.

     Then she explodes into vivid montage:



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

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

     with brilliant nimbleness.



     She flings her childhood pictures off the wall and

     perfectly into a mini-bonfire (that includes her sad

     Christmas tree) set up on her kitchen nook table.



     She lustily shoves a stuffed unicorn into her garbage

     disposal.  The carnage of other ex-cute toy creatures

     are spread about.



     The black cat races about, purring in delight.



     Selina unfurls her homemade quilt in a wicked spinning

     dance.



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

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

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



     With her bare hands, she sizzlingly tears the neon

     E-L and A from SELINA, turning the neon HELLO, SELINA

     into HELLO, SIN.



     INT. 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 only a pink football jersey which has

     been wickedly altered with black spray paint. She slides

     a pristine bowl of milk to her content cat and speaks in

     a sultry voice.  Her Catwoman voice.



                             SELINA

               I don't know about you, Miss

               Kitty, but I feel so.  Much.

               Yummier.



     INT. BATCAVE LABORATORY--MORNING



     The sun continues to rise over the sleeping, sweating,

     cocked-back head of Bruce Wayne through a small

     batcave window.  He is leaning on a chair situated

     before a lab table teeming with beakers and bunsen

     burners.



     Flicking away his nightmare like an insect, Bruce immedi-

     ately re-concentrates on an unfathomable experiment.  He

     pours a test tube of nasty red liquid into a beaker of

     pleasant blue.



     It turns into an almost glowing purple solution.



     Bruce moves off from the table with a stark, black

     palm-size rectangular object with a computer screen that

     resembles a malevolent Gameboy.  Bruce counts off to

     five, then stops.  At five, the beaker behind him

     explodes.



     INT. WAYNE MANOR LIVING ROOM--DAY



     Alfred is standing on a stepladder stretching ornaments

     out onto a Christmas tree.  He gives an annoyed glance

     toward a blaring T.V.  screen where the impressed-with-

     himself Mayor goes into a big speech made before a less

     impressed group of reporters and citizens.



                             MAYOR (T.V.)

               And Batman said to me, "Mayor,

               we're not going to let this

               happen again."

                      (stupidly dramatic)

               And I said, "You better believe

               it."



     Bruce wanders into the living room, punching at his dark

     Gameboy.  On the screen, a red dot eats up a group of

     white dots.  A bristling-at-the-Mayor's-words Alfred

     stumbles back.  Bruce effortlessly palms him back onto

     the ladder.



                             BRUCE

               Keep saying to yourself "It's

               only a T.V.  show..."



     EXT. GOTHAM PLAZA--DAY



     The bored crowd musters polite applause.  The MAYOR'S

     WIFE, is seated by her droning husband, bouncing a

     baby on her lap.



                             MAYOR

               Whether this "Penguin" is ruler

               of the literal "Underworld" or

               just an old wives' tale.  I tell

               you as a leader...

                      (motioning to wife

                       and baby)

               and as a father, that I'm not

               afraid to..kick a little you know

               what...heh, heh.



     The crowd yawns up into some more lukewarm clapping when

     a gnarling THUG-ACROBAT, in a red cape and tights that

     have a red triangle across the chest, somersaults onto

     the stage and snatches up the Mayor's baby.



     The crowd screams as the Thug-Acrobat effortlessly pivot-

     kicks the Mayor to the wood and moves to the podium,

     hoisting the baby like an Oscar.



                             THUG-ACROBAT

               I'm not much on speeches...  so

               I'll just say "Thanks."



     The Thug-Acrobat spin-vaults over the podium and full-

     backs through the crowd with the baby as his pigskin,

     toward an open manhole.  He dives in.  As the crowd

     hustles over, the Thug Acrobat can be heard screaming and

     fighting.



                             THUG-ACROBAT (O.S.)

               Oh no, it's the Penguin!  Help!



     INT. THE SEWER--DAY



     Penguin and the Thug-Acrobat are revealed in the sewer,

     barely containing their laughter.  They shout upward in

     bogus melodrama, while pounding the sides of the sewer

     with pipes.  The Bearded Lady gently rocks the placid

     baby.



                             THUG-ACROBAT

               Penguin, don't hurt me!



                             PENGUIN

               Take that you scoundrel!



     Penguin throws down his pipe and palatially mounts his

     Scissor-Lift apparatus.  The Bearded Lady gives him the

     baby and a blast of breath spray.  Penguin raises the

     baby as if offering it to the gods as the Dwarves crank

     upward.



     EXT. GOTHAM PLAZA--DAY



     With breathtaking theatricality, the baby ascends out of

     the manhole to the gasps of the crowd.  With suspenseful

     cranking, the baby holding hands, arms, face, and body of

     Penguin surges out to even more booming moans of wonder.



     INT. WAYNE MANOR--DAY



     Alfred and Bruce simultaneously gravitate onto a couch.



     EXT. GOTHAM PLAZA--DAY



     Still poising the baby in the air, Penguin promenades

     forward, parting the gaping sea of faces in Moses

     fashion.



     Marching up toward the microphone, Penguin delicately

     presents the gurgling baby to its grateful Mother and

     hands his hat and holstered umbrella to the brushing-

     himself-off Mayor as if the Mayor was a coat-check

     Eunuch.



                             PENGUIN

               My name is...  Oswald Cobblepot.

               You call me something else.  Bank

               gets robbed, you say Penguin must

               have done it.  Bunch of Circus

               Meanies shoot the Christmas tree,

               children skip school, priests take

               drugs-- you say Penguin must have

               told them to.  I tell you, I

               haven't done anything-- and that

               goes for more than crimes.  The

               closest I ever came to playing a

               game of basketball was hearing the

               sound of dribbling on the manholes

               above my head.  The closest I ever

               came to going to a dance was

               finding a corsage in a puddle of

               sewer sludge.  The closest I ever

               came to making love to a woman...

               well, don't worry, it's way off...

               Way off...I wore that corsage for

               a week.



     Tears roll down the faces of the moved crowd.  Punch and

     Juliet give each other a thumbs-up sign.  Mayor helpless-

     ly looks to the top hat and umbrella in his hand.



                             PENGUIN

               I've seen the city from the inside

               and I can tell you...It is the

               worst of times, it is the worst of

               times.  I have a terrible feeling,

               don't ask me how I know, that

               starting tonight there is going to

               be a major crimewave.  And Mayor,

               I don't want you to take this the

               wrong way, but if you can't

               protect your own baby, there's not

               a lot of hope for us.  Things are

               going to get a lot worse, before

               they get better.  Unless there is

               someone who can teach this city

               how to love.

               Someone who can remind you just

               how much you have.  Someone like

               me.



     The roused crowd explodes into cheers.



     INT. WAYNE MANOR--DAY



     Bruce pounds off the TV.  Alfred roams back to the tree.



                             ALFRED

                      (dryly)

               You're not crying.



                             BRUCE

               I'm not crying.  And he's not for

               real.



                             ALFRED

               Well, it's certainly the strangest

               publicity stunt I've ever...



                             BRUCE

               Publicity for what?  I don't know

               who scared me more.  Him or the

               society he so easily makes a fool

               of.

                      (darkly)

               They deserve each other.



                             ALFRED

               Should I cancel your meeting with

               Max Shreck this morning.  You seem

               a bit...

                      (to object in his

                       hand)

               Oh look, do you remember...It's

               from the Christmas just before Ms.

               Vale decided to leave Gotham City

               and...



     Alfred marvels a sparkling ornament shining VICKI toward

     a less enthused Bruce.



                            BRUCE

               I remember.  Merry Christmas,

               Vicki Vale, wherever the hell you

               are...



     Drifting off, he sadly throws the ornament, past an

     alarmed Alfred, into a raging fireplace.  A popping noise

     booms out.



     EXT. GOTHAM PLAZA--DAY



     Ornaments on the humongous Gotham Plaza Christmas Tree

     pop and explode as well.  A REPAIRMAN shouts for the

     power to be turned off and it is.  Other MECHANICS hustle

     about the tree.



     Bruce Wayne gazes at this hapless exercise and takes in

     the rest of the sweeping and clearing of last night's

     debris.  He swings toward the entrance of Shreck's

     department store.



     INT. INSIDE THE STORE--DAY



     Bruce roves through the hectic department store interior,

     visually inhaling the store's tacky decorations, its

     Batobilia wearing child patrons rattling loud toy Uzis,

     and its awesomely poisonous Chipmunk muzak.  Depressed,

     Bruce reaches the elevator.



     INT. OUTER OFFICE--DAY



     Max and Chip give deadpan stares out the shattered office

     window to the empty patch of snow in the alley below.

     Snow has wisped into the office.



                             MAX

               Hmmm, I hope nothing unduly icky

               happened to her.  Devoured by

               homeless reindeer, or perhaps...

               Bruce.



                             BRUCE

               Max.  Interesting air

               conditioning.



     Bruce Wayne enters into the office for a firm handshake

     with Max, eyes drifting to the splintered window.



                             CHIP

               Yeah, bunch of those crazy Circus

               punks were throwing rocks and...



                             BRUCE

               No.  No glass on the inside.



                             MAX

               Interesting.



     INT. CONFERENCE ROOM--DAY



     Bruce eases into a chair at the circular conference

     table.  Max paces around him.



                             MAX

               I would offer you coffee, but I am

               afraid my assistant is using her

               vacation time.  Death in the

               family.



                             BRUCE

               Had some excitement here last

               night...



                             MAX

               You don't know the half of it...My

               first experience with Batman.

               Have you ever...



                             BRUCE

               No.  What did you think of him?



                             MAX

               Hell, I thought he was terrific,

               saved me from a bunch of hyenas

               with knives on their heads.

               Little on the quiet loner side.

               We didn't exactly go out for

               drinks.  I wonder if he works

               parties...  You know I'm doing the

               masquerade thing again this year.

               Bring Vicki...



                             BRUCE

               We're still not seeing...



                             MAX

               Ouch.  Vicki was too good for you.

               You need a woman with those same

               moody interests you have...



                             BRUCE

                      (chuckling)

               Sounds pretty frightening.



     Bruce loses his smile to get serious.



                             BRUCE

               I'm not coming in on the chemical

               plant.  It's an environmental joke

               and you know it.  Besides, I'm

               told the Mayor...



     Going into his Hyde mode, Max turns to his Music Box and

     again begins to abuse it, this time by poking a sharp

     instrument through the body of the spinning ballerina as

     he speaks.



                             MAX

               The Mayor problem is being dealt

               with.  Bruce, when are you going

               to drop the high and mighty

               philanthropist routine...



                             BRUCE

               Max, I'm out.  We sit on the same

               boards and panels together, but

               come on, we're different.  You got

               yourself a cute little kitty as a

               logo because those creepy market

               research handlers of yours said it

               would give you a friendlier public

               image.  But Max, I know you,

               you're a tough businessman and no

               offense, not very cute.



                              MAX

                      (to ringing phone)

               ...hold that thought.



     INT. PENGUIN'S CAMPAIGN HEADQUARTERS--DAY



     A large mock-up drawing of OSWALD COBBLEPOT FOR MAYOR is

     being tacked on a wall of the top level of a warehouse/

     loft.  The Circus Spooks are roughhousing about.  The

     Tattooed Strongman is twirling a barbell while a Steely

     Garish Dame aggressively engraves a tattoo of a screaming

     Batman onto his chest.



     The viewer finally comes to Penguin barking into an all-

     white phone in an all-white (except for some bizarre

     hanging Suesslike cages filled with birds) Iglooesque

     office space.



                             PENGUIN

               Maxwell, my man, how's it hanging?

               I had that crowd in the web of my

               hand.  I bared my soul and they

               liked it!  Whoever said the Truth

               is the Ultimate Lie wasn't lying

               ...Is this a bad time, pardner?



     INT. CONFERENCE ROOM--DAY



     Max grimaces a smile of pain.



     INT. PENGUIN'S OFFICE--DAY



     Penguin covers his mouth with an agonizingly gleeful

     squawk.



                             PENGUIN

               Oops, sounds like I should of

               called to say I'd be calling.

               Blink once for yes, Blink twi--Ha!

               But seriously, Max I...



     At a window in the headquarters, outside Penguin's

     office, a pressed together band of the sideshow brigands

     gaze down to PEDESTRIANS at a lamppost across the street,

     who intermittently press a round Walk/Don't Walk button

     attached to the lamppost.



     Each time, a varied Gotham citizen presses this button, a

     new number lights up on a Scoreboardish device next to a

     stationary number of 70.  The current number is 65.



                             LURID SNAKE CHARMER

               Mr.  Cobblepot, you better hurry,

               there's only eight more to go!



     Penguin lights up at her words, and hurries along Max.



                             MAX

               Well-Max-sorry-to-bother-you-for-

               the-inconvenience!  It-won't-

               happen-again-real-soon!  Sayonara-

               mon-capitaine!  May-your-days-be-

               filled-with-Bon-Voyagees.



     INT. CONFERENCE ROOM--DAY



     Getting comfortable, the deceptively chattering Max makes

     daring eye contact with Bruce.



                             MAX

               Oh now, what's the hurry,

               "pardner"?  I just think we have

               to keep a low profile on our

               hostile venture.  Did you get my

               special gift for the employees?



     INT. PENGUIN'S OFFICE--DAY



     Penguin antsily holds up a mighty stack of checks labeled

     Cobblepot Campaign Fund.  He whimpers, stretching his

     phone cord as far as it can go, unsuccessfully trying to

     jockey a glimpse out the window.



                             PENGUIN

               Special gift?  That's secret code

               for the checks, right?  Got 'em

               right here!  You're the man!

               You're the guy!  Golly, you must

               busy as a bee during a visit from

               the Queen so I'm gonna go...



     EXT. LAMPPOST OUTSIDE HEADQUARTERS--DAY



     An OBNOXIOUS LITTLE BOY skips up to the lamppost and then

     presses the button three times...



     INT. HEADQUARTERS--DAY



     67, 68, and 69 light up next to the 70 as the watching

     Penguin henchpeople let out an "OH" in cadence of each

     press.



                             DWARF ONE

               One more!



     INT. THE CONFERENCE ROOM--DAY



     Bruce looks away to give a disturbed glance to the

     strangely damaged Music Box and its impaled ballerina.



                             MAX

               The second phase of the operation

               begins tonight.  The hands-on

               part.  Don't hold back.....

               Goodbye.



     EXT. THE LAMPPOST--DAY



     An instantly annoying JOGGER, with a heart beat monitor

     and a T-shirt that reads GO FOR IT, rudely pushes past a

     Nun up to the lamppost, then putters around it, then

     starts jogging in place.



     INT. THE OFFICE--DAY



     Penguin squawks away, slamming down the phone.



                             PENGUIN

               Bye!



     The jogger presses the button.



     A 70-70 gets emblazoned on the scoreboard.



     The button, the lamppost, and the jogger erupt in a neat

     nasty explosion.



     The Circus Gang all high five each other as Penguin

     bustles hopefully to the window.  Seeing the flaming-

     seconds-too-late-aftermath, Penguin detonates into primal

     anger, then sobs.



                             PENGUIN

               Wha...oh unfair!  Unfair!  I

               missed it!...Oh, I can't

               believe...



                             HAPPY CLOWN

               Don't feel bad, Penguin, you can

               just set up another...



     Penguin slams the Happy Clown over a desk with his

     umbrella.



                             PENGUIN

               My name is not Penguin, it's

               Oswald Cobblepot!  And I like to

               feel bad!  Oh, I missed it!  I

               can't believe...



     INT. CONFERENCE ROOM--DAY



     Bruce stands.  Max shakes his hand.



                             BRUCE

               No hard feelings?



                             MAX

                      (a beat)

               No feelings at all.  Sorry about

               the interruptions.  I need my

               assistant to screen out...



                             BRUCE

               Relax, there she is now...



                             MAX

               Come again?



     A dazed Max turns to see a spunkier and slyer, more

     assertively dressed and coiffed, Selina Kyle sashay into

     the conference room with her hand bandaged and her head

     up.



                             MAX

               Selina?....Selina....Selina.



                             SELINA

               That's my name, Maximillions,

               don't wear it out.



                             MAX

               Uh, Selina Kyle, this is Bruce

               Wayne.



                             BRUCE

               We've met.



                             SELINA

               We have?



                             BRUCE

               Oh.  Sorry.  I must be mistaking

               me for someone else.



                             SELINA

               You mean mistaking me for someone

               else?



                             BRUCE

               That's what I said.



                             SELINA

                      (amused)

               Yeah, but...



                             BRUCE

                      (amused, but let's

                       change the subject)

               What happened to your finger?



     Selina's babbling has a new, sultry confidence.



                             SELINA

               Let's just say the broken window

               out there didn't come from Little

               League practice, Mr.  Wayne.  I

               came here to get a file, then bam,

               next thing I know, I'm making

               angels in the snow in the alley

               below.  Wow, rhymes.

                      (pause to look at

                       Max)

               Thing is, I have no memory of who

               of what pushed me through that

               window.  I mean, it's not complete

               amnesia.  I still remember Dan

               Schwartz putting 28 cockroaches in

               my thermos in fifth grade and I

               still remember getting my first

               French Kiss from the counselor at

               the Boy's camp across the swamp,

               but last night--It's a complete

               blur.

                      (slapping Max on back)

               Can't you just die?



                             MAX

               ...what a hoot.



                             BRUCE

               It's hard to get thrown out of a

               window, fall--what is it--five

               stories, and keep your sense of

               humor.



                             SELINA

               You sound like you speak from

               experience.



                             BRUCE

               Always.  I hope to see you again.



                             SELINA

               Hope?  You can do better than

               that.



                             BRUCE

               You might be right.



     Chip comes in with a tray of coffee which he dumps onto

     himself at the sight of Selina.  Oblivious of the slap-

     stick, Bruce smiles-at-Selina his way out of the room.

     They watch Bruce close the door behind him.  Selina

     silently keeps her back turned to a gulping Max and Chip

     for a beat, before merrily wielding around.



                             SELINA

               Hey guys, now how about a real cup

               of joe?  Double expresso, isn't it?



     Selina bounds out of the room.  Max and Chip deflate.



                             MAX

               Find out if her memory is as

               unrefreshed as she says it is.

               Any little flashback sequences

               you know what to do.  Don't worry,

               this one doesn't have a beard.



     INT. OUTER OFFICE--DAY



     Selina angrily squeezes blood from her finger into a

     coffee maker.



                             SELINA

               Why did you kill me, Max?



     Selina looks up to the friendly cat logo clock and is

     transfixed.  She touches out with her bloody finger.



     EXT. OUTSIDE--DAY



     Bruce comes out of the store, allowing himself a slight

     smile.



                             BRUCE

               Se-lin-a Kyle.



     Bruce does a quick, playful slide in the snow, then look-

     ing off, halts both slide and smile.  In the distance:



     EXT. THE STREET CORNER--DAY



     Commissioner Gordon and some other policemen are scoping

     the scene of the Walk/Don't Walk explosion.  An ANALYST

     treads toward him, holding some wires.



     Bruce approaches the scene.  He gives a glance to the

     jogger's now frayed heartbeat monitor which is beeping

     out of control in a pool of slush.



                             GORDON

               My God, Bruce, you shouldn't have

               to see this.  Some freak set up a

               bomb in that Walk/Don't Walk

               button.  How they knew this guy

               would press it at the exact....



                             BRUCE

               This wasn't set up to kill someone

               specific.  It was set up for a

               good time.



     As Bruce speaks, he strides ahead of Gordon and the lat-

     ter scrambles to catch up, in the same syncopation they

     had when Bruce was Batman in Gotham Square.



                             GORDON

               I tell you, these Xmas crimes have

               no rhyme or reason.



                             BRUCE

               Maybe it's just a different kind

               of poetry.  Did you just say Xmas?



                             GORDON

               Sorry, bad habit.  Damn, Wayne,

               since when did you become such a

               super-sleuth?



     Bruce stops, realizing he's being a little too Batman.



                             BRUCE

               Sorry.  The idle rich can be a real

               pain.  Too many short stories,

               hidden word games--How many monkeys

               can you find in this picture--that

               kind of thing.



                             GORDON

               Don't apologize, I'll take all

               the help I can...



                             BRUCE

                      (looking up)

               Well, in the words of the city's

               new superstar, it's going to get a

               lot worse, before it gets better..



     Bruce is revealed to be looking up at a flaming Christmas

     wreath hanging on a wire near the scorched lamppost.



     INT. PENGUIN'S CAMPAIGN HEADQUARTERS--DAY



     With the lamppost flames in the background, Penguin wipes

     away a tear, sucks up his composure, and holds up the

     checkbook.  The collection of Circus Creeps and Colorful-

     ly dressed gang members orbit around him as he begins

     scribbling out checks and handing them out.  Excitement

     builds to a pep-rally pitch.



     OTHER GANGS enter from the back:  six HERCULEAN

     Frankenstein-postured MEN WITH SPIKY TUFTS OF WHITE HAIR,

     three gruesome men in vibrant GOLFER uniforms, and a pair

     of otherwise handsome TWINS WITH THE SAME SET OF SCARS ON

     THEIR FACE.



                             PENGUIN

               Everyone!  I see some new faces

               out there!  Gather around!  I am

               hungry and I've been denied my

               little snack!  It just means I'm

               going to have to eat a big dinner,

               doesn't it?  My good people....  or

               whatever we are, this is our

               chance to do something meaningful

               with our lives!

                      (motioning out

                       windows)

               And their deaths...



     EXT. FROM A GOTHAM ROOFTOP--EARLY EVENING 



     A spooky pack of the Carnival denizens silently scramble

     down a street below.  Next, a Fire Engine with Freaked

     Up Clowns hanging off it sinisterly rambles in and out

     of view.  Finally, the Ratty Poodle trots an unsettling

     appearance.



     A chilly Chip, shaking his head, is revealed to be watch-

     ing the ghoulish sight.  Standing atop a rooftop, Chip

     turns his attentions to the windows of Selina's apart-

     ment.  Narrowing his eyes, he watches Selina waltz by,

     balancing a sewing machine on her head, and unbuttoning

     her blouse with the neon HELLO SIN flashing behind her.



     INT. INSIDE THE APARTMENT--EVENING



     The viewer gets an intense, elliptical array of close-

     ups of Selina's hands sewing together something black.

     A sewing needle is snapped in half, sharpened and then

     attached to an apparatus on Selina's finger that makes

     it pop in and out like a talon.



     EXT. THE ROOF--EVENING



     An increasingly alarmed and confused Chip squints to see

     Selina in bra and panties, carrying an air hammer and

     wearing industrial safety goggles.



                             CHIP

                      (bolting up)

               What is wrong with this female?



     INT. THE APARTMENT--EVENING



     A knock on the door.  Chip pushes it open and pokes in.

     The room is darkened, except for some deftly lit candles

     that avoid revealing the more outrageous elements of the

     place.  Chip can make out the sight of Selina erotically

     emblazoned over her couch, petting her cat, and wearing

     only an absurdly Isadora-Duncan-long, strategically

     draped scarf.



                             CHIP

               Uh, Selina...



                             SELINA

               Why hello, Mr.  Chip, I can't hide

               my feelings about you any longer.



     Chip gulps forward, stepping onto the almost glowing,

     mystically unspray painted pink carpet.  And into.  The

     lumbering Tan giant begins to sink and flail inside

     what is a square of pink quicksand.  Selina rises from

     the couch, cloaked in darkness.



                             CHIP

               Selina, this is not too cool.  Help

               me!



                             SELINA

               Oh Chip, I am helping you.  Helping

               you realize your potential as a

               human being.  Unfortunately, you

               have none.



     Chip tries to lunge out of the quicksand.  A cat o' nine

     tails whip snaps out from the darkness, and lashes

     him back in.



                             SELINA

               You've probably figured out you're

               being killed.  Having gone through

               the process last night, I can

               relate.  It's not a whole hell of

               a lot of fun, is it?  Oh Chip, you

               really know how to make a gal feel

               happy.



     Chip makes his final quicksand bob, leaving behind a

     lone bubble.  Selina moves into the light, tugging

     into a black second skin, fixing a feline mask on

     her face.  Catwoman purrs.



     INT. MUSEUM CORRIDOR--NIGHT



     Penguin squawks.  He gleefully moves to a dark corridor

     window, accompanied by a clipboard clutching Punch and

     Juliet and the Twins with the matching set of scars on

     her face.



                             PENGUIN

               Punch and Juliet....note for my

               bio..."It began with a poodle..."



     Penguin is revealed to be looking out the window down to

     a SLEEK AND PRETTY LINE OF SHOPS, CAFES, AND BOUTIQUES.

     He pulls out a conductors baton, raps it on the wood a

     couple times, then begins waving it symphonically.



     EXT. THE GLITZY PROMENADE--NIGHT



     The outdoor Mallish promenade running the gauntlet

     between the pretty shops is filled with the stylish and

     upwardly mobile.  Incongruously into the mix comes the

     RATTY POODLE, carrying a little wrapped gift.  He trots

     into...



     INT. A BOUTIQUE--NIGHT



     A small Christmas party is going on.  A SLEAZY BIJAN-

     ESQUE EUROSNOB is proposing a toast before a massive,

     intricate pyramid of perfume bottles, labeled SUBMISSION.



                             EUROSNOB

               To my fabulous product, Submission,

               the smell of Gotham City...



                             EUROSNOBETTE

               Ooh, look at the little doggie.

               Isn't it...

                      (realizing its

                       uncuteness)

               ...horrible.



     The poodle scoots between the Eurosnob's legs into the

     perfume pyramid.  He emerges back out with bottle in

     his mouth.  He gives off an icky whimper of satisfaction

     and runs out of the boutique.  The partiers slowly turn

     to the pyramid of perfume bottles which rumbles and

     AVALANCHES TO SHREDS.



     Laying neatly atop the wreckage is the Poodle's present.

     It starts to smoke.  The boutique crowd roars out of

     the store as the little present blows up.



     EXT. THE PROMENADE--NIGHT



     The familiar Fire Engine, with colored wheels and strange

     sounding horns, thunders up to the smoking boutique...



     Smiles of relief vanish as the Tawdry Fire-Clowns hop

     from the engine, blasting out their hoses which SHOOT OUT

     MORE FIRE INTO THE FLAMING STORE.



     An ambulance next screeches up.  Another SPOOKY SET OF

     CLOWNS in stethoscopes and Doctor mirror headgear pop

     forth with mallets.  They whomp the Eurosnob tycoon and

     his guests into stretchers.  The stretchers are piled

     back into the ambulance which proceeds to zoom across

     the way, right into an antique store.



     A line of the garishly dressed, cigar smoking, Steely

     Dames materializes to start a chain to pass the loot of

     the store.  The Bearded Lady, at the end of the chain,

     cheerfully smashes each object to the ground.



     The rest of the Gotham Night-lifers tremble into panic

     as the rest of Penguin's defrocked circus crew

     announce their presence.



     INT. MUSEUM CORRIDOR--NIGHT



     Penguin is now conducting his baton in a Wagnerian

     frenzy.  His grotesquely pleasant view of the city side-

     walks dressed in holiday style has now become pleasantly

     grotesque.



                             PENGUIN

               This campaign in going to be a

               landslide.  Our turn.



     Marching down the corridor, Penguin, by radar, stops

     before a row of lights imbedded in a wall.  He snaps

     his fingers.  Juliet pulls out a hair spray can,

     gives her own noggin a quick blast, then sprays forward,

     revealing the beams of light.  Penguin nods, then walks

     right through the lights.



     INT. MUSEUM ROOM--NIGHT



     A red light, along with a buzzing sound, flashes on the

     belts of TWO BLUSTERING GUARDS.  They reach for the guns,

     but Penguin fires a pistol six times in the air as he

     swings before the quivering duo with his entourage.



                             PENGUIN

               Greetings.  Finally something to

               tell your wives, huh?



                             GUARD ONE

               But we're not married.



                             PENGUIN

               It's okay, I'm probably going to

               kill you anyway.  However,

                      (gently PBS)

               first, we've come for the Shell

               of the North, found by explorers

               only eight years ago, it's

               enigmatic beauty is only exceeded

               by its gorgeous mystery and vice

               versa.  Its value is...



                             GUARD TWO

               Sir, the Shell of the North exhibit

               ended last week.  This is the Star

               of Darkness exhibit.



                             PENGUIN

               Oh...well, what the hell; we're

               here.



     The Criss-cross Scarfaced Twins rumble over to the

     delicately lit black diamond in the museum room and

     pull it off its perch.  A much more serious,

     rhythmically on and off, alarm warbles on.



     EXT. THE PROMENADE--NIGHT



     Terror is in full swing with pockets of Warped activity

     mingling everywhere.  A goggled ORGAN GRINDER plunges

     down on his Organ Box causing an explosion on an Insta-

     Teller machine.  His MONKEY hops up to snatch up

     billowing out cash.



     A SAP holding a radio boom box gets besieged by the five

     irons of the malevolent Golfers.  His radio box slides to

     the ground with a D.J.  screaming out of it.



                             D.J.  VOICE ON BOOMBOX

               Before we get into a half-hour

               commercial free, I gotta tell you

               I've just been handed something

               that says...get this, that Gotham

               City is being attacked by a

               combination of every gang in.....

               Aaagh!  Help!



     Wicked laughter and violence can be heard on the boombox

     as a CIRCUS CREEP in a moth-eaten old-style baseball

     pitcher uniform tosses a series of old-fashioned round

     black fuse-lit smoke bombs to the Tattooed Strongman who

     bats them exploding into various walls and windows,

     including the window of a suave venetianed blinded diner.



     PATRONS of the Diner thunder out of the door.  A COUPLE

     rushes directly to the viewer, then stops and smiles.



                             THE HUSBAND

               Oh, Batman, thank God!



     EXT. OTHER SIDE OF THE RESTAURANT--NIGHT



     Another set of patrons hightail it out of the Diner in

     a different direction.  They also stop to look at the

     camera.



                             WOMAN IN BIB

               Oh Batman, finally...



     EXT. THE BACK OF THE RESTAURANT--NIGHT



     A TEAM OF ITALIAN COOKS burst out of the back of the

     restaurant.  They happily sigh before the viewer.



                             COOKS

               Pensavo che stavo muerto,

               gracie dio.....BATMAN!



     EXT. A WIDER VIEW FROM ABOVE--NIGHT



     reveals THE SIX GLOWERING, FRANKENSTEIN-SIZED SLEAZES

     DRESSED IN TAWDRY BUT MILDLY REALISTIC BATMAN OUTFITS.

     Their spiky tufts of white hair stick out the edges of

     their masks.  They chillingly stride forward, cracking

     their knuckles.



     The Patrons in all directions drop their smiles of relief

     and begin to back up.  The Batmans swarm forward.



     The Italian Cooks are revealed to be looking at a HAIRY

     WHITE BABOON in a Batman outfit.  They bail.



     INT. THE MUSEUM ROOM--NIGHT



     Penguin raises up his handgun.



                             PENGUIN

               You guys have been just great, more

               incompetent than I could have ever

               hoped for, but...



                             PUNCH

               You see, Mr Cobblepot wants to

               be Mayor and he's just doing these

               crimes to make the current mayor

               look bad.



                             JULIET

               Needless to say, if someone found

               out about the premeditated nature

               of these random crimes Dot.  Dot.

               Dot.



                             GUARD ONE

               Say no more, we won't tell anyone.



                             GUARD TWO

               You've got our vote!



                             PENGUIN

               Cute.  Really, it's for the

               best...



     Penguin fires the handgun.  It clicks on an empty

     chamber.  The Guards joyously pull out theirs.



                             GUARD ONE

               Ha!  That gun's only a

               six-shooter!



                             GUARD TWO

               And you already shot off your six!



                             PENGUIN

               When you're right, you're right.

               Here's Seven.



     Penguin blasts a laser from the tip of his umbrella that

     shish-kebabs through both guards, toppling them to the

     ground.



     EXT. THE DINER ON THE PROMENADE--NIGHT



     Just as the victims did before, one of the thrashing

     Batmans looks directly to the viewer.  He stops beating

     to lustily spout.



                             BATCREEP #1

               What are you waiting for, join in!



     His P.O.V.  reveals that he is looking at the real Batman,

     who allows the BatCreep a second of white faced realiza-

     tion before ripping off his mask and savagely pounding

     him to the ground.



     The other Batcreeps reach into their bat belts and pull

     out surreally shaped knives.  Batman reaches into his

     bat-belt and pulls out his suave black Gameboy.  As if

     bored on a plane, Batman casually punches in a set of

     white dots and one red one.



     With a simultaneous howl, the Batcreeps charge at Batman

     from every direction.  Batman presses a button on his

     Gameboy that causes batarang flanks to rocket-sprout out

     of the oblong object.  Batman heaves the super-batarang.



     The super-batarang whizzes with wild concentration, pin-

     balling from Batcreep skull to Batcreep skull, slamming

     them all to the ground.  The batarang boomerang-wobbles

     back to Batman's hand.  The white dots on the screen

     blink off.  The victorious red dot beeps.



     Hearing squeals, Batman rack-focuses to take in the

     street full of beatings and squealings and smoke bombs.

     Batman glides forward in disbelief when his attention is

     captured by the sound of the alarm coming from a nearby

     building marked MUSEUM.



     EXT. THE ROOF--NIGHT



     The Scarfaced Adonises pound through a rooftop door and

     scramble across it.  Twin One proudly holding forth the

     black diamond with a victorious titter.



     Suddenly, a familiar cat o' nine tails whip slaps around

     Scarface's diamond toting hand and pulls him into a face

     to face with CATWOMAN--the costumed Selina speaks in her

     sultry, unlike-herself voice.  She plucks away the

     diamond.



                             CATWOMAN

               Oh, for me?....Tic Tac Toe!



     Catwoman slashes out with her homemade talons over the

     thug's criss-crossing scars.  Twin Two savagely kicks her

     in the stomach.  Catwoman pants and giggles.



                             CATWOMAN

               You know...I've never done this

               before.



     Twin Two rustles out a gun, but Catwoman Rockettes it



     EXT. FRONT OF THE MUSEUM--NIGHT



     Penguin proudly waddles from the museum, carrying a

     painting and shoving a cigarette into a cigarette holder

     in his mouth.  Batman swerves before him.  Penguin

     stretches out his gloved hand.



                             PENGUIN

               Batman!  I feel that I know you.

               Oswald Cobblepot.



                             BATMAN

               Pleasure's all yours.  Bargain

               hunting?



                             PENGUIN

               Oh, you mean, the Museum.  And the

               alarm.  And the general mood of

               complete chaos.  I guess "Penguin

               must have done it."



                             BATMAN

               Great speech today.  How you

               predicted all this was going to

               happen...Amazing.  You might get a

               date of it.



     Penguin lifts his flipper and pretends to be stung by the

     heat emanating from Batman.



                             PENGUIN

               Tough day at the office?...Quit

               while you're alive.  You're

               jealous, because your mask isn't

               real.  You hate me because I'm a

               freak.



                             BATMAN

               You're just another depressing,

               greedy egomaniac.  I don't hate

               you for being a freak, I hate you

               for being normal.  You're an

               insult to penguins.



                             PENGUIN

                      (laughing)

               Why can't I get mad at you?  It

               must be the pointy ears.  But

               seriously, I'm here as a concerned

               citizen.  Somebody tried to steal

               this painting.  When I made...

               heard those gunshots, I...



     TWO POLICE CARS, siren around a corner toward the museum.



                             BATMAN

               I'm sure your detailed "eyewitness

               report" will give the boys at the

               station a good laugh.



                             PENGUIN

                      (mimicking)

               "...will give the boys at the

               station.."  Look who's pretending

               to be normal now; A nice "just

               doing my duty, ma'am"

               crimefighter.  How sad, adorable,

               and funny, all at the same time.

               You'll never win that way, Batboy,

               but then, you know that.



     EXT. LEDGE OF A BUILDING--NIGHT



     Each sucking on a big bamboo pole, Punch and Juliet

     balance on the ledge of a nearby building.  They blow

     down hard on the passing police cars.



     EXT. THE POLICE CARS--NIGHT



     A small orange transistor goes plinking into each of the

     two car's windshields.



     EXT. THE MUSEUM--NIGHT



     Penguin pulls out a similar orange transistor device,

     drops the painting, and spews out the cigarette holder.



                             BATMAN

               Is that all you have to say for

               yourself?



                             PENGUIN

               There's one other thing...

                      (into transistor)

               "Laser Bunny."



     His device starts to whine.



     EXT. THE POLICE CARS--NIGHT



     At the sound of the two words, the two transistors let

     off a bizarre, piercingly corresponding siren sound.



     Suddenly, the PIGEONS OF GOTHAM CITY, and all other kinds

     of urban birds, GO INSANE.  They kamikaze down toward the

     sirens, thundering themselves against the windshields of

     the cars, causing them to skid and convulse into trash-

     cans and brownstones.



     EXT. THE MUSEUM STEPS--NIGHT



     Batman spins from the destruction, back to Penguin, who

     is opening his umbrella.



                             PENGUIN

               Love to stay and gab, but I gotta

               fly...



     The steel rods of Penguin's umbrella begin to spin out of

     control, shredding off the black cloth and turning into a

     mini-helicopter that lifts Penguin off the ground.

     Batman scuffles below him, maneuvering out his

     bat-a-rang.



                             PENGUIN

               Well, don't just stand there...Oh

               yeah, you're the one without

               superpowers...



     Batman prepares to hurl the batarang when from out of a

     manhole beneath him, the Lurid Snake Charmer Woman las-

     soes a python around Batman's ankle and yanks him.

     Batman's multi-cool batarang clacks to the ground.

     Before Batman can notice, the Ratty Poodle teeths it up

     and scampers away.  Batman kicks the Lurid woman and her

     snake back into the manhole.  Penguin has sputtered out

     of range.



     EXT. SKY--NIGHT



     Penguin swirls through the air with a mad cackle.  He

     looks down to a rooftop below him to see Catwoman wallop

     the remaining Twin.



                             PENGUIN

               And what do we have here?  A new

               girl in town.



     Penguin playfully makes a cat yelping noise.



     EXT. ROOFTOP--NIGHT



     Catwoman cackles up to the choppering away Penguin in

     admiration as Twin Two crumples to the ground.  She flips

     the diamond over her head, pauses for a breath of sanity,

     and then does a giddy leap onto the next building's

     drainpipe.



     EXT. THE STREET BELOW DRAINPIPE--NIGHT



     A relatively normal looking MUGGER is pinning a FEMALE

     VICTIM to the side of a building and rummaging into her

     purse.



                             MUGGER

               That's it, pretty, young thing,

               nice and easy...



                             FEMALE VICTIM

               Please don't hurt me, I'll do

               anything...



     Catwoman launches down, perfectly wrapping her legs

     around the mugger's neck.  She claps her hands together

     with the mugger's head in the middle.  She sinks to a

     standing position on the sidewalk as his moaning body

     sags downward.



                             CATWOMAN

               I just love a big strong man who's

               not afraid to show it, with

               someone half his size.



                             FEMALE VICTIM

               Thank you, thank you, I was so

               scared...



                             CATWOMAN

               Oh, shut up!



     Catwoman slams the Female Victim back against the

     building.



                             CATWOMAN

               You make it so easy, don't you,

               pretty pathetic young thing?

               Always waiting for some Batman to

               save you...HA!



     EXT. PROMENADE BEFORE THE MUSEUM--NIGHT



     Commissioner Gordon hatches out of one of the crumpled,

     bird-corpse-covered police cars.  Batman removes one of

     the transistor devices from the windshield.



                             GORDON

               Birds!  I'm completely outmanned

               to begin with and now the creeps

               got Mother Nature on the

               payroll...



                             BATMAN

               It was Penguin.  Behind this.  All

               of this.



                             GORDON

               You mean, Mr.  Cobblepot?  Now why

               go blaming him?  I mean, where is

               he?  Do you have any...



                             BATMAN

               Stop.  It's not the time...



     Batman closes up the transistor in his hand and moves off

     into the smoking chaos of Gotham's Rodeo Drive.  Gordon

     gives him a thoughtful glance before the Mugger and his

     Female Victim clamor up.



                             MUGGER

               She had claws!



                             FEMALE VICTIM

               That's what I'm saying!  She was a

               Catwoman!



     EXT. MAX'S DEPARTMENT STORE--NIGHT



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

     department store.  She makes a thoughtful pause before

     the Shreck Kitten logo on the glass, then punctures it

     with her talons.



     EXT. THE THICK OF THE SMOKING PROMENADE--NIGHT



     Batman sheriff-struts into the dark mist.  The Raggedy

     Sword Swallower leaps out at him.  Batman gives him a

     strategic elbow to the ribs and pulls a sword from his

     mouth.  A MANIAC WITH AN ABSURD BOMB STRAPPED TO HIS

     CHEST pops out next.



                             MANIAC BOMBER

               Stop or I'll blow up this

               entire...



     Before he can finish his sentence, Batman impolitely

     lashes out with the sword and, sparks flying, shears the

     bomb from the bomber's chest.  Batman catches the bomb,

     hooks it to his bat-belt, then slams the Maniac Bomber to

     the ground with the back of the sword.  Flinging away the

     sword, Batman rumbles further.



     INT. THE DEPARTMENT STORE--NIGHT



     Catwoman dashes down an aisle, outstretching her arms to

     shred the priceless blouses of a gauntlet of pouting

     mannequins.



                             CATWOMAN

               Born to shop.



     With her whip, Catwoman latches up to an overhead Mobile

     of Christmas decorations and Art Deco snowflakes.  With a

     yank, she causes them to grandiosely hail upon the

     ground.



     At the sound of shattering, an ELITELY UNIFORMED PAIR OF

     SECURITY GUARDS rev up into a gently scrambling through

     the strategically darkened store.  They round a corner to

     see Catwoman merrily bouncing upon a trampoline.



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

     look up with every adjective of confusion and excitement.



                             SECURITY ONE

               Who is she?  What is she?



                             SECURITY TWO

               I don't know whether to shoot or

               fall in love.



                             CATWOMAN

               Try both.



     The Guards draw up their guns.  Catwoman spins out of

     orbit and swooshes down upon their looking up faces,

     thrashing them to the ground.  She fluidly cartwheels to

     a wall tile, that she bashes open, revealing a propane

     tank.  She talons off a hose, letting gas hiss into the

     air.



                             SECURITY TWO

               Please!  We're innocent!  Our take

               home is less than 300 a week..



                             CATWOMAN

               You're not innocent, you're alive.

               And overpaid.



     She hugs out for an armful of car care aerosols and then

     skippingly stashes them into a line of microwave ovens.

     Flouncing backward, she beeps them into starting.



     EXT. ANOTHER PLACE IN THE SMOKING PROMENADE--NIGHT



     The Thug-Acrobat from the press conference, and another

     LIKE CAPED GANG MEMBER hold out their checks in the deep

     discussion.



                             THUG-ACROBAT

               I scored a bonus for the press

               conference-Baby thing.



                             LIKE-CAPED GANGSTER

               You got start saving your

               receipts, man.



     Emerging from the smoke behind them, Batman sledgehammers

     down the Caped Gangster then latches out to the running

     away cape of the Thug Acrobat.  He violently swings the

     Acrobat off the ground into a harsh lamppost-wraparound

     collision.  Batman catches the Acrobats floating off

     check, before looking up to see the Tattooed Strongman

     growl out of the smoke before him.



                             TATTOOED STRONGMAN

               Oh, no big bad car tonight.  No

               spiky things to shoot at my head.

                      (pounding his Batman-

                       tattooed chest)

               Before I kill you, I let you hit

               me.  Hit me.  Come on, hit as hard

               as you can.  I need a good laugh.



     Batman quickly swings into the Strongman's stomach.  The

     Tattooed leviathan roars with laughter.



                             TATTOOED STRONGMAN

               You call that a...



     The Tattooed Strongman stops laughing when he looks down

     and sees that Batman has attached the Maniac's bomb to

     the Not-so-Strongman's leopard skin.  The Tattooed

     Strongman squeals past Batman right into an open manhole.

     An explosion geysers out of it.



     Batman sighs out of the smoke at the end of the Promenade

     into...



     EXT. GOTHAM PLAZA--NIGHT



     Batman plods a couple steps through the relatively placid

     Plaza.  He stops dead at the sight of Catwoman coming

     toward him from the mouth of Shreck's department store,

     startling back flip by startling back flip.  She does a

     final somersault and lands on her feet, ten yards away.



                             CATWOMAN

                      (dry enunciation)

               Meow.



     The department store behind her blows up with a glowing

     roar.  Batman is knocked to his knees.  With naked

     excitement, he gapes over to see Catwoman scale the

     ridges of a Plaza building.  Batman scans over to a fire

     escape on the other side of the building and bolts.



     EXT. BUILDING ROOFTOP--MINUTES LATER--NIGHT



     Batman too-heatedly storms up the last of the fire escape

     and strides the rooftop like an autograph hound.  He

     passes Catwoman, who is in a Cheshire curl atop a rooftop

     power shack.  When she speaks, Batman turns to see her

     slink down.



                             CATWOMAN

               Where's the fire, cowboy?  Besides

               Max Shreck's department store.



                             BATMAN

               I...



     Catwoman launches a brutal kick right into his face.

     Batman reverberates back a couple steps.



                             CATWOMAN

               Speak up.  I hate a man who's...



     With savage calm, Batman forcefully swats Catwoman into

     a whimpering ball.



                             CATWOMAN

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



                             BATMAN

               I'm sorr...



     Catwoman spins and slams batman off the ledge.  She

     lashes out her whip, and soils it around one of Batman's

     flapping arms.  With both hands, Catwoman jerks up

     Batman.  She ties her and of the whip to a weather vane.



                             CATWOMAN

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

               can't be taken for granted.  You

               are no longer the Night.  You're

               but a puny eclipse, a pitiful

               reminder of what's supposedly

               "Right."  But in a world of Wrong

               and Hate.  "Irrelevant" is your

               most notable trait...Are you

               paying attention, you Batman you?



                             BATMAN

               Hanging on every word.



                             CATWOMAN

               A sense of humor.  Surprise

               tactic.  Did you know we live in a

               society that tells its boys to

               conquer worlds, but tells its girls

               not to get their dresses dirty.

               A man dressed as a bat can be

               anything, but a woman dressed as

               anything but a woman is wicked.

               I'm just living down to my

               expectations.



     She only-half-teasingly runs her talons over the out-

     stretched ship lifeline.  Batman, with his unwhipwrapped

     arm, reaches into his bat belt and takes out a mini-test

     tube of the familiar pleasant blue fluid, guiding it

     toward a tube of the familiar nasty red fluid.



                             BATMAN

               People hurt each other, they lie

               to each other, they're more

               interested in what I drive, than

               what I stand for.  I need their

               intelligence, they give me their

               lunch boxes.



                             CATWOMAN

                      (pulling back)

               Finally, a real conversation and

               it's not even Valentine's Day.

               But tell me stud, if you hate

               society so much, why do you

               dedicate your life into defending

               the scum who run it.  I'm not here

               to protect society.  I'm here to

               bring it all down.  Life's a

               bitch, so now am I.



     The bat belt mixture turns purple.  Batman counts off to

     five as Catwoman swings back to cut the whip.  Batman

     lobs up the bubbling mini-test tube.  It explodes into

     Catwoman's forearm.  She animalistically shrieks in an

     epilepsy that sends her soaring off down to the next

     ledge, barely.



     Batman tarzans himself down beside her.  Catwoman's

     talons frantically claw and scratch, trying to gain

     balance.  Batman darkly just watches.



     She scrapes off.  Batman does a last minute slam of his

     foot onto one of her claws to hold her in the air.



                             CATWOMAN

               My hero.  Where were you the last

               time I died?  You don't get it, I

               don't want to be saved.  I want to

               be changed.  Don't worry I still

               have eight left.



     Catwoman rips out from Batman and drops from the

     building.  Batman watches in shock as her body hurls

     toward the ground.  At the last possible moment, from out

     of nowhere, a truck of Kitty litter bags passes beneath

     Catwoman cozily lands upon them.



     INT. SELINA'S APT.--LATER--NIGHT



     Selina, still in her Catwoman outfit, opens her front

     door and tosses her keys on the coffee table as if she

     had just punched out a ho hum 9 to 5.  Oblivious to her

     new decor and self, she does a little leap over her

     quicksand carpet and presses a talon down on her answer-

     ing machine.



                             LAME BOYFRIEND'S VOICE

               Selina, I'm going to give you

               another chance to be the woman I

               just know you can be.  I

               thought...



     Selina violently cackles then cuts off completely.  She

     shish-kebabs down her talons into the machine and then

     flings it off into her kitchenette.



     The machine hits her faucet.  The faucet comes on with a

     clear, perfect stream of water.  Selina pleasantly drifts

     to the faucet and rolls up her sleeve, revealing the

     Batman-induced burn mark.  She holds it under the water

     and purrs in pleasure and pain.



     INT. THE BAT CAVE--LATER--NIGHT



     Batman opens a glass case that is to hold his bat suit.

     He tears off a glove, revealing a bare and bruised hand.

     He puts the glove in the case, then pauses with a contem-

     plative sigh.



                             BATMAN

               Meow.



     EXT. GOTHAM PLAZA--DAY



     Penguin silently stands upon the stage in the middle of

     the square, his head bowed with quiet dignity.  A MASSIVE

     CROWD, also bows their heads in silence.



                             PENGUIN

               Amen.



                             THE CROWD

               Amen.



     EXT. GOTHAM PLAZA--DAY



     Bruce Wayne stands in the middle of the bursting-with-

     righteousness crowd and shakes his head.  He helplessly

     quakes at Penguin's words.



                             PENGUIN

               I'm afraid we're going to need

               more than prayers to stop the

               disease devouring Gotham City;

               a disease that turns Eagle Scouts

               into Psychotic Clowns and happy

               homemakers into Catwomen.  I

               chattered last night with my noble

               friend Batman, and Batman said to

               me, "Oswald, I'm losing it, man.

               I'm peeing in me tights.  I need

               help."

                      (Mayoral pause)

               I said, "Batman, I'm here."



     The crowd applauds.  Bruce is ready to explode.  He holds

     out the check he retrieved the night before and irritably

     balls it up.



                             PENGUIN

               The city needs a new moral

               authority.  Someone who can still

               remember what terrible thoughts

               go through a bitter and sick

               outcast's mind.  If I can cure

               myself, I can cure the city.  Love

               is the drug.  Face it, we need a

               new leader!  A new mayor!  A new

               election!  The new me!



     The crowd goes crazy as sheets drop from walls and fences

     revealing vivid OSWALD COBBLEPOT FOR MAYOR posters.



                             THE CROWD

               Oswald!  Oswald!  Oswald!



     Faces nauseously poking out of a limousine window, the

     Mayor and his staff look to the pandemonium of the crowd.



                             MAYOR

               Get me out of here, before I kill

               somebody, like myself.



     INT. THE SCHRECK CONFERENCE ROOM--DAY



     From his literally Ivory Tower, Max snickers down to the

     fleeing limousine.  He then looks down to one of his

     burnt, cracked Art Deco snowflakes in his hand and melts

     his smile back into stone.



     Suddenly, a maliciously upbeat Selina gooses him from

     behind and puts a cup of coffee in his flustered hand.



                             SELINA

               Morning, Max!  Bummer about the

               store, last night.



                             MAX

               Yes, uh...



     Max takes a sip of coffee and gags.  He spits a live

     cockroach from his mouth.  It crawls over the desk.



                             SELINA

               My, those silly exterminators

               promised me the coffee machine was

               okey-dokey.



                             MAX

               What are you trying...



                             SELINA

               I'm really sorry.  Hey, have you

               seen Chip?  He's usually so

               prompt.  We were to have buttered

               English muffins and hot chocolate

               together this fine winter's day.



                             MAX

               Uh, well, I hope...



                             SELINA

               ...nothing happened to him.  I

               second that emotion.

                      (sashaying off)

               Oh, I'm taking the rest of the

               afternoon off.  Do you mind?

               Really?  You are the best.



     The door slams shut.  A completely bewildered Max looks

     down to his coffee and quickly throws it from himself.



     INT. OUTER OFFICE--DAY



     Selina puts up a post-it that reads "Defy Authority" on

     her computer terminal, along with subversively aggressive

     others like "Expose the Horror" and "No Mercy."  A fly

     buzzes into the room.  Selina bats it with feline concen-

     tration as she reaches out to a carton of skim milk.



     EXT. THE STAGE--DAY



     Penguin guides the luminous and lovely Ice Princess

     toward the microphone.



     She is wearing her tiara, booties and snow bunny fur over

     an absurd bathing suit.



                             PENGUIN

               As you know, tonight at seven

               o'clock sharp is the Relighting

               of the Christmas Tree and Gotham

               City's own Ice Princess is going

               to press the button!



                             ICE PRINCESS

               Gotham I've got goosebumps and not

               just because I'm in my tangerine

               Norma Kamali one-piece.  I

               wouldn't miss this to save my own

               life!



                             PENGUIN

               You got that right.  Now, don't

               forget.  That's seven o'clock.

               This is going to be more than the

               regular flicking on of some bulbs.

               It will be a renewal for the city

               that all must pay witness to!

               The Mayor promised in the papers

               that nothing bad would happen.  I

               pray he won't let us down...



     Penguin devilishly grins when saying this, running his

     hands through the Ice Princess's hair.



     Bruce looks to the tree, the Princess, and the petting

     Penguin.



                             BRUCE

               Subtlety will get you everywhere,

               "Mr.  Cobblepot."



     Bruce meanders out of the Plaza crowd and into the con-

     necting promenade of shops that were so brutally bombarded

     the night before.  Amid the still-smoking wreckage, a

     couple stores, spread out from each other, are mystically

     untouched and glistening.



     These gloriously immune shops all have a Shreck logo on

     them.  Bruce's brain whirs.  He uncrumples the check.



     INT. PENGUIN CAMPAIGN HEADQUARTERS--LOWER LEVEL--DAY



     A gung-ho bevy of FRESH FACE YOUNG CONSERVATIVES spirit

     about a wholesomely cluttered and buzzing campaign

     headquarters level, enthusiastically handling phones,

     flyers, and faxes.  Penguin beams by a group of Aryan

     brethren.



                             SOUTHERN BELLETTE WORKER

               Oh Mr.  Cobblepot, you're just the

               most wonderful role model a young

               person can have.



                             PENGUIN

                      (sexual hunger)

               And you're the best young people

               a role model could have...



     Penguin squawks off and up a circular staircase in the

     middle of the headquarters floor, babbling to himself in

     awe.



                             PENGUIN

               Who would have thought?  I say

               something funny, they laugh.  I

               say something touching, they cry.

               I say something French--"Je suis

               une pamplamousse"--they say tres

               bien.



     In one fluid motion, Penguin begins his soliloquy amid

     the adorably respectable buzz of the clean but campaig-

     ners and then trudging upward, almost oblivious to the

     amid the ugly growling of...



     INT. UPPER LEVEL OF THE CAMPAIGN HEADQUARTERS--DAY



     where the evil Gordon Liddy Yang to the goody-goody

     bottom floor John Dean Yin eerily presents itself.  The

     Circus Creepazoids bandage up their wounds and check

     their wacko artillery.  The Walk/Don't Walk button Score-

     board reads on one side 6,341.  The number to match on the

     other side is 17,000.



     A line of Circus Thugs wearing NERDISH GLASSES, scruti-

     nize a wallful of photographs of the Batmobile and

     contrast them with a series of Penguin's Da Vinciesque

     drawings.



                             PENGUIN

               I never knew superiority could be

               so fun, and so easy...heck, I

               might even get laid tonight if...



     Penguin cuts off to pick up a ringing red hotline phone.



                             PENGUIN

               Max!  Did I do it or did I do it?



     INT. SHRECK CONFERENCE ROOM--DAY



     In his chair, Max is holding a flaming lighter beneath

     his abused music box.  The damaged snowflake also rests

     on the table.



                             MAX

               You did it.  Unfortunately, you

               did it to my flagship store.  I

               insisted that you stay away from

               my...



     INT. CAMPAIGN HEADQUARTERS--DAY



     Penguin thoughtfully answers.



                             PENGUIN

               Max, not our foul.  It was that

               Catbroad.  I gotta tell you

               though, she's got potential.



     The power suddenly goes out in the headquarters.  The

     overcast daylight is all that seeps in.  Penguin gives

     his office a challenged grin.  He sees the outline of

     Catwoman felinely pacing around, scaring the living hell

     out of his birds.



     INT. SHRECK CONFERENCE ROOM--DAY



     Max slightly raises his voice, ripping his logo off the

     wall.



                             MAX

               Forgive me if I am not as aroused

               by someone who dresses up like my

               logo and trashes my assets.



     INT. CAMPAIGN HEADQUARTERS--DAY



     Penguin absently concurs, his mind on the girl.



                             PENGUIN

               Yeah-yeah, Mr.  Shreck.  Consider

               her spayed.  Bye.



     Penguin hangs up.  He happily wobbles toward his office.

     One of his henchmen is walloped out of his office by

     Catwoman.  Penguin steps over him, love and desire in his

     eyes.  He Cat-growls....



                             PENGUIN

               I'm glad you came.  We have so

               much in common.  Death.

               Destruction.  Courage to make

               a Fashion statement.  Overall

               sexual intensity.



                             CATWOMAN

               Batman.  My friend, we have

               Batman in common.  Our connection

               is the thorn in both our sides.

               As long as that smug superhero

               is around, Gotham City will have

               some lame sense of security.

               He's like a God, who works for a

               living.



     Penguin looks off to the pictures of the Batmobile.



                             PENGUIN

               Honey, this one's on me.  The Bat

               is in a Will-Stop-At-Nothing-To-

               Bring-Me-To-Justice mode.  Figured

               I'd kill him.



                             CATWOMAN

               Making a martyr out of Batman is

               a lot less enjoyable than turning

               him into what he despises most.

               Namely, us.



                             PENGUIN

                      (Hmmmmm)

               Batman, framed as a criminal...



     Punch and Juliet purposefully stride in.  They futz with

     Penguin's tuxedo as they speak.



                             PUNCH

               We couldn't help overhearing....

               Catwoman, a pleasure.  Punch...



                             JULIET

               Juliet.  Personally, we have

               nothing against Batman--Face it,

               the guy's still got it--but

               business is business.  The only

               thing the Mayor has got going for

               him right now is his allegiance

               to Batman.



                             PUNCH

               You make a successful mockery of

               the whole Batman thing and you

               leave the Mayor with nothing.

               Instant Recall election.  City is

               yours.



                             PENGUIN

                      (blasting some

                       breath spray)

               I think we're all in agreement.

               Catwoman and I just have to...bang

               out the details.



                             JULIET

               We further recommend...



                             PENGUIN

               Beat it.



     Punch and Juliet whisk out the door.  Penguin spookily

     rides his umbrella up Catwoman's leg.



                             PENGUIN

               This is the big time, baby.  Are

               you for real?  For all I know,

               you're just some screwed-up

               sorority chick with a PMS degree,

               who wants to get back at her Daddy

               for not giving her a sweet sixteen

               pony...What do you say about a

               little interspecies action.

               I'll...



     Catwoman gulps in nervousness then shoots her claw into

     one of the bird cages and rips out a small canary and

     shoves it into her mouth.  Penguin frantically withdraws

     the molesting umbrella.



                             PENGUIN

               Stop it!  Leave Gertie alone!  I

               was just--whaddya call it--

               "flirting."  It was my first

               time...geez.



     Catwoman cooly spits out the canary, allowing it to fly

     around the room.  Penguin warily sits behind his white

     desk.  Catwoman comfortably slithers atop it.



                             PENGUIN

               Give a guy...You're seeing someone

               else?



                             CATWOMAN

               Oswald.  It could never work

               between us.  Literally...Our plan

               for Batman?



                             PENGUIN

               ...this morning...in my speech, I

               made a vaguely humongous deal

               about the relighting of the

               Christmas tree.  Batman likes to

               play offense.  He'll come to check

               it out.



                             CATWOMAN

                      (post-purr)

               I'll be the cat that kills

               curiosity.



     EXT. THE PROMENADE OF NOW-NOT-SO-GLITZY SHOPS--DAY



     NAIVELY GIDDY CHILDREN and GUARDEDLY AMUSED PARENTS

     boarded-up-windowshop down the damaged but not defeated

     outdoor mallish line of shops.  Father, Mother, and Boy--

     A FAMILY HIGHLY REMINISCENT OF YOUNG BRUCE WAYNE AND HIS

     DOOMED PARENTS glow to a "magically" intact Shreck 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.



                             SELINA

               What are you doing?



     Selina pushes her Catwoman mask deep into her purse.  A

     gliding over Bruce touches her shoulder, startling her.



                             BRUCE

               Selina.  Hello.  I didn't mean

               to...



                             SELINA

                      (Catwoman voice)

               Hello...

                      (coughing, normal)

               Hi, Bruce Wayne.  Hi.



                             BRUCE

               It's great to see you in real

               life, outside the Almighty

               conference room.  I can't believe

               Ebeneezer Shreck let you out.  He

               must have got a fax from the

               Ghost of Christmas Future...



                             SELINA

               Something like that.  So what are

               you doing out in the jungle?  I

               thought you quasi-reclusive

               jillionaire playboy types have

               robots who come out do your

               yuletide soap-on-a-rope gift

               buying.



                             BRUCE

               It's their day off.  That was a

               hell of a sentence.  Se-li-na

               Kyle.  There's something about

               you...I'd really like us to get

               to know each other.

                      (looking off)

               Well, kind of.



     Bruce is looking to a newsstand.  They both pause to

     absorb the screaming tabloid headlines "BATMAN WIPES OUT

     ON CRIMEWAVE"..."It's A CAT-astrophe"...."Me-ow-uch!"



                             SELINA

               The news nowadays....It seems to

               be coming from another planet,

               another life.



                             BRUCE

               I have a hard time believing it

               myself, sometimes.

                      (peeved)

               "Batman wipes out on Crimewave"?

               I mean, that's a bit of an

               exaggeration...



                             SELINA

                      (squinting and

                       reading)

               Catwoman is thought to weigh 160

               pounds.  Where do these hacks get

               their information?  I mean, she'd

               have to be a lot better shape

               than...



     Bruce and Selina go into half-chuckles as they shuffle

     together..



     EXT. GOTHAM PLAZA--DAY



     POLICEMEN are cordoning off the Plaza in preparation of

     the night's festivities.  The Plaza is filled with

     FESTIVITY WORKERS, dressed as ELVES, who scurry about

     cleaning up.  A sign reminds THE RELIGHTING OF THE TREE

     AT SEVEN.



                             SELINA

               You're not going to this thing

               tonight, are you?  "The Relighting

               of the Tree."



                             BRUCE

               I wouldn't be caught dead here.

               I have a feeling it's going to

               be very.....rowdy.



                             SELINA

               Rowdy?.....It's going to be Hell,

               Bruce, and Chaos and Armageddon

               and...Uh, at least that's what I

               think.



                             BRUCE

               Those are big words.  I guess

               we'll just have to watch it on

               T.V.



                             SELINA

               I'm sorry I feel so strongly.  And

               wickedly.  I didn't always.



                             BRUCE

               How charming.  You got yourself

               a little dark side.



     A can't-help-but-be-condescending Bruce pats her on the

     head as they pass the stage.  The Ice Princess, poking on

     a studious pair of glasses, is being re-briefed on the

     difficult task of pressing the large red button whose

     wires lead to the tree.  The viewer is revealed that

     many of the elves are Penguin disciples like the Sword

     Swallower and the Raggedy waif.



     EXT. PARK PATH--DAY



     Bruce and Selina stroll down a deserted and lightly

     snowbound park path, between two large snowmen.  Selina

     broadly inhales.



                             SELINA

               Is it just me today, or do you

               feel...sane?



                             BRUCE

               It's just you.

                      (smiling)

               It's strange, but when I'm with

               you I forget that the world is...



     Suddenly, from out of the snowmen, TWO WILD-EYED HOODLUMS

     in little oxygen masks smash forth, like bad butterflies

     form a nice white, corn-cob-pipe cocoon.  They tear off

     their masks and pull out knives.



                             BRUCE

               ...like this.



     Bruce heroically heaves forth, giving Selina a small,

     "Back Milady, this is man's work" push.  Selina then

     strides before him, giving a "Let me handle this, you

     lily white cutie" look.  Bruce tries to Dudley-Do Right

     forward again, when...



                             SNOWMAN HOODLUM ONE

               It's dangerous to walk in the park

               after 11 a.m.?  Don't you..



     With simultaneous brutal swiftness, Bruce sledgehammers

     Hoodlum One to the ground as Selina gives Snowman Hoodlum

     Two a terrifying backhand, sending him into the snow.



     Bruce lifts up Selina's bloody knuckles.  He licks them.

     She likes it.  They melt toward a traditionally classic

     screen kiss when Bruce sneezes in her face.



                             BRUCE

               I'm sorry.  I'm allergic to cats.



                             SELINA

               What do you...



     Selina is in shock.  How could he possibly know...A

     smiling Bruce motions over his shoulder to where the

     nasty Tomcat from her resurrection stands.  It growls off.



     Bruce and a brightening Selina re-melt into a soaring

     kiss as the viewer's viewpoint drifts back to reveal the

     muggers' crumpled bodies twitching in the snow beside

     them.



     INT. DEN IN WAYNE MANOR--DUSK



     Bruce and Selina continue their passionate kissing,

     wrestling on a couch in Bruce's den, fully-clothed,

     before a roaring fireplace.  A sparking-off ember causes

     them to break apart.



                             SELINA

               To think, I was taught never to

               get involved with a man with two

               first names.



                             BRUCE

               you were taught well.  My last

               relationship...forget it.



                             SELINA

               Ah, too late, you started it.

               What went wrong?  Keep things from

               her?



                             BRUCE

               No, told her everything.



                             SELINA

               Ouch.  Well then, let's keep

               things strictly superficial.



                             BRUCE

               Not yet.  First I get a question.

               Back in the park, where did you

               learn...



                             SELINA

               Didn't.  At least I thought I

               didn't.  I won some karate

               lessons.  Radio thing.  I'd been

               calling for Grateful Dead tix...

               anyway, I take the course.  I was

               a most serious failure.  The

               instructor kept chanting "Your

               mind isn't clear, your mind

               isn't..."

                      (disturbingly)

               It is now...



     Bruce massages a tickled Selina under her shirt.



                             BRUCE

               Why is your body so alive?



                             SELINA

                      ("You don't wanna

                       know")

               Uh...Uh-robics.  I was very

               athletic as a girl.  It's cute

               thing for a girl--to be athletic,

               aggressive....but you grow older,

               everyone tells you...



                             BRUCE

               Everyone is wrong.  Important

               thing to remember.



     Selina felinely curls out of an intense kiss to lie on

     the couch.  Bruce's hand brushes by her burnt forearm.



                             SELINA

               I'm just so tired.  I had

               incredibly rough night last night.



                             BRUCE

               This city takes a lot out of you.

               I was running around quite a bit

               myself.



     As Bruce lies back, Selina pats his head, her turn to

     be condescending.



                             SELINA

               How charming.  More of that rugged

               Last Minute Christmas shopping?



                             BRUCE

               Sure.



     They both close their eyes.



     INT. A TRAILER IN GOTHAM SQUARE--DUSK



     The sweet, lovely Ice Princess, in a vast white Good

     Witch dress, is storming around her dressing room trailer,

     barking into a cordless phone and fiddling with her hair

     in the mirror.



                             ICE PRINCESS

               Yeah, yeah, that's all very

               uninteresting.  Bottom line, they

               want this fair maiden back next

               year, they are going to have to

               pay.  Big time.  I don't want to

               be pressing a sucky red button all

               my life.



     Ice Princess slams down her antenna and gives up a sur-

     prised smile to Penguin.



                             ICE PRINCESS

               Why Mr.  Cobblepot, I didn't hear

               you come in.....



                             PENGUIN

                      (malevolently)

               Why thank you.  It's one of my

               strong points.  Heads up.



     Penguin heaves the Super-bat-a-rang the Ratty Poodle

     retrieved for a point blank whoosh into the Ice Princess's

     forehead, thwacking her into her makeup table.  The

     batarang boomerangs wildly back causing Penguin to hit

     the deck.  It reverberates off the wall a couple times

     before dropping to the shag.  A lone white dot blinks off.



     EXT. HER TRAILER--DUSK



     Penguin drags the Ice Princess out of the trailer.  Punch

     and Juliet finish spraypainting to help him yank out the

     vast-dressed damsel.



                             PENGUIN

               How could the Caped Crusader do

               such a thing?  One, two, three,

               pull!  One, two..



     Revealed upon the trailer, the words "LET THE ONE WITHOUT

     SIN CAST THE FIRST STONE" are spray-scrawled next to a

     spooky, dripping drawing of a bat with a death skull.



     INT. WAYNE MANOR DEN--EARLY EVENING



     Lit only by the fire now, Bruce wakes with a start, still

     entangled with a napping Selina.  Seeing a clock showing

     6:30, he gracefully winds out of Selina's arms as not to

     disturb her serene slumber, then bolts off.



     INT. WAYNE MANOR STAIRCASE--EARLY EVENING



     Bruce rumbles down a set of stairs.  Alfred saunters by

     at the bottom of the stairs.



                             ALFRED

               Bruce, the computer search on the

               campaign check came through.  You

               were right.  It's Max.  The money

               for the Cobblepot Campaign Fund

               comes from the account of a small

               Waxed Lips company in the islands.

               Owned by the Shreck corporation.



     Bruce pauses on the staircase.



                             BRUCE

               Shreck bankrolling Penguin...Damn

               him.  I think we should send Max

               one of our little gifts.



                             ALFRED

               Agreed.



     Alfred opens up a cabinet as Bruce continues down the

     stairs.  Alfred takes out one of many identical SCARABE

     BROACHES.



                             BRUCE

               Why didn't you wake me, Alfred.

               The Re-lighting of the Tree is in

               a half-hour.



                             ALFRED

                      (awkwardly)

               I was hoping you would miss it.



                             BRUCE

               You heard Penguin in the Plaza

               today.  He's going to do

               something.  He practically issued

               an invitation to me.



                             ALFRED

               He did issue and invitation.  That

               is what I'm afraid of.  The

               whole thing is...



                             BRUCE

               I know...You didn't put any money

               on this, did you?



     Bruce smiles off until Alfred calls out, causing him to

     antsily semi-stop.



                             ALFRED

               And what of your friend?



                             BRUCE

               Oh, Miss Kyle.  Her name's Selina

               Kyle.  She's wonderful.  Tell her

               I had some business that came up

               and I'm really, really, sorry

               and...and communicate to her that

               I, I don't know, that I really

               like her.  Not just in a stupid

               "Be my girlfriend" way.  That she

               makes me feel very....  inside.

               Very...



                             ALFRED

                      ("get going")

               I will work on it, sir.



     Bruce smiles and bolts off.



     INT. WAYNE DEN--DUSK



     Selina slowly wakes out of her catlike ball with a

     purr.  She then looks to her watch and freaks upward.



     INT. THE WAYNE STAIRCASE--DUSK



     Selina dashes down the staircase.  Alfred glides out to

     greet her.



                             SELINA

               Alfred.  The butler, I mean, more

               than a butler.  Bruce's told me

               about you...



                             ALFRED

               Hellow, Miss Kyle.  Mr.  Wayne

               told me to tell you...



     Selina semi-runs in place like Bruce did.



                             SELINA

               Mr.  Wayne.  Tell Bruce, some

               business came up, and...And

               Alfred, tell him I've been going

               through a lot of changes and...

               no, don't tell him that.  Just...

               tell him, he makes me feel like

               I really actually think I am...

                      (laughing)

               Or you know, if you can cook up

               a sonnet or a dirty limerick or

               something.



                             ALFRED

               I will work on it.



     Alfred grins as Selina runs off.



     INT. BATCAVE--NIGHT



     Bruce breaks out the Bat suit and begins to get into it.

     A live broadcast from Gotham Plaza silently shows on a

     screen.



     INT. SELINA'S VOLKSWAGEN--NIGHT



     Selina chugs down the road, pulling her Catwoman outfit

     out from underneath the single-woman-old-People-magazine-

     Diet-Cola-can detritus of her Volkswagen.



     EXT. A GOTHAM ALLEY--NIGHT



     The Batmobile coasts into a deserted alley.  Batman

     activates the security cloak.  He storms off.



     EXT. GOTHAM PLAZA--NIGHT



     Gotham is ready to party.  A hearty mass of people are

     crammed into the Plaza before the gigantic, unlit Christ-

     mas Tree, breathless with an anticipation usually saved

     for New Year's.



     The Massive Electronic Teletype reads, "New Lights for

     the Tree.  New Hope for the City.  Shreck Electric..."



     EXT. THE SHRECK ALLEY--NIGHT



     The familiar Ratty Poodle, with an Elf hat on his head

     hobbles to the mouth of the alley.  Seeing the Batmobile,

     he barks off.



     Moments later, following the poodle, a perversely hetero-

     geneous squadron of other Penguin crew members dressed

     as elves, strategically surround the Batmobile, each

     holding a toolbox.  The Raggedy Barefoot Waif unzaps the

     security cloak.



     Each Elf, locks a card of a meticulous drawing onto a pro-

     truding headpiece, so each Elf can scan the card while

     toiling with both hands.  The Elves begin taking apart

     the Batmobile.



     EXT. GOTHAM PLAZA--NIGHT



     The Mayor paces the Plaza stage, badgering his staff.



                             MAYOR

               Let's just get the Ice Brat out

               here, get her to push the damn

               button, and light up the silly

               tree.  Then we all go safely home,

               roast Jack Frost's chestnuts on

               an open fire, and talk about what

               a good time we had and what a

               good mayor I am...Jim!  Didn't

               I say it'd be clockwork?



                             COMMISSIONER GORDON

               The Ice Princess has been

               kidnapped.



     Commissioner Gordon gravely steps forward with other

     policemen.  The Mayor goes into psychotic denial,

     addressing Gordon with the same chipper tone and

     expression.



                             MAYOR

               Jim!  Didn't I say it'd be

               clockwork.



                             GORDON

               It gets better.  It looks like the

               person who kidnapped her is...is..



     Overcome with grief, Commissioner Gordon holds out the

     slightly blood tinged Batman's bat-a-rang.



                             MAYOR

               Jim!  Didn't I say...Batman!  I

               always knew that freak was a

               security risk!



     EXT. TOP OF A GOTHAM BUILDING--NIGHT



     Batman takes a sentinel position above Gotham Plaza and

     scans the crowd.  He curiously watches Commissioner

     Gordon and his militia rush into police cars and screech

     off.



     Batman's attention is wrenched away by the sight of Cat-

     woman in the distance, panthering off one building onto

     another.  He watches her slink down to a lone lit up

     floor where Penguin can be distinctly seen cackling and

     waddling around a bound-on-a-chair and gagged Ice

     Princess.  Catwoman climbs into the window.



     Batman fires across a grapple to the ledge above the

     floor.



     EXT. THE ALLEY--NIGHT



     The Batmobile has been dismantled and picked apart like

     a post-Thanksgiving turkey.  The Quasi-Elves deviously

     perform delightfully incomprehensible and detailed handi-

     work upon the skeleton with their tools, while engaging

     in blue collar bitching.  Wires are twisted.  Clamps are

     added.  The piece de resistance is A WARPED-TECH BEACON/

     ANTENNAE that is placed carefully beneath the vehicle.



                             SWORD SWALLOWER

               I'm just saying, I wouldn't mind

               sitting down and having a drink

               with him.



                             STEELY DAME

               With that snob Batman!  I can't

               believe I'm hearing this from you!



                             DWARF ONE

               He's not saying he doesn't want

               to see Batman destroyed tonight.

               We all do.  But wouldn't it be

               intriguing to pick his brain.

               In a way, he's one of us...



                             NERDISH CLOWN

               His family was killed in a

               meaningless act of violence and

               he does the bat-vigilante thing

               out of revenge...That's my theory.



     Penguin's elves moan in disagreement.



                             SWORD SWALLOWER

               Damn, nobody wants to hear your

               boring theories.  Man, why did

               we let you in the gang?



     EXT. LEDGE--NIGHT



     Batman finishes a violently swooshing wire and pulley

     ride.  He slams against the wall of the building.  How-

     ever, the moment his feet land firmly on the ledge of

     the building, the lights in the large, lofty room

     containing Penguin, Catwoman, and the Ice Princess-in-

     distress, mysteriously go out.



     INT. INSIDE THE DESOLATE-EXCEPT-FOR-A-CHAIR FLOOR--NIGHT



     Creeping through the open window, Batman can make out the

     dimly lit figure of the Princess struggling in her chair.

     He undoes her gag.  Her eyes are looking out over his

     shoulder.



                             ICE PRINCESS

               Why is the building across the

               street laughing at us?



     A perplexed Batman turns to the windows not facing the

     Plaza.  A perfect configuration of lit windows in the

     building across the street form the flashing on-and-off

     word of HA  HA  HA.



     Batman tries to come up with a reaction to this bizarre

     sight, but his attention is directed downward by the

     sound of sirens.  The set of police cars that Batman saw

     leave from the square are now screeching up to the non-

     square side of the building.



                             BATMAN

               Strange.  A set-up.



                             ICE PRINCESS

               But Batman, how can somebody be

               set up for a kidnapping...I'll

               just tell the authorities the

               truth and...



                             CATWOMAN (O.S.)

               Who said this was a kidnapping?



     Catwoman drops down from the ceiling and launches a trade-

     mark full length kick at Batman, but the came-to-play

     Crusader grabs her heel and vigorously thrusts her

     backward into a shattering set of windows.



                             CATWOMAN

               I thought we had something

               together.



                             BATMAN

               We do.



     Batman swings out.  Catwoman backflips away to the

     Princess and slashes down.  But only to cut the Ice

     Damsel's ropes.  Catwoman rips her off the chair and

     tugs her through a door.



                             CATWOMAN

               Excuse us, Girl talk!



                             ICE PRINCESS

               He-lp!



     Batman hustles after them.



     EXT. THE ENTRANCE TO THE BUILDING--NIGHT



     Commissioner Gordon gloomily watches his men bash open

     the door.



     INT. BUILDING STAIRCASE--NIGHT



     Catwoman wrenches a resisting, squealing Ice Princess

     up a staircase.  Batman rumbles after them, a floor

     behind.



     EXT. THE ALLEY--NIGHT



     The Elves busily backtrack, putting the Batmobile back

     into its original state, piece by piece.



                             NERDISH CLOWN

               Then again maybe he's just a

               guy who has a thing for bats.



                             SWORD SWALLOWER

               Cork it.  We're a dream...



     Each Elf gives the Batmobile a simultaneous last little

     buff with his or her shoulder.  The Waif reactivates the

     security shield as the Elves skedaddle.



     INT. THE STAIRS--NIGHT



     Batman crashes up a final set of stairs through a door

     onto...



     EXT. THE BUILDING ROOFTOP--NIGHT



     Where Penguin is pointing an umbrella to the temple of

     the shuddering Ice Princess.  Catwoman is nowhere to be

     seen.



                             PENGUIN

               Batman!  My oh my, caught chasing

               Pussy-cat.  Glad you could make it.

               Nothing's worse than arriving late

               to an assassination.



                             BATMAN

               Drop the umbrella.  Your feelings

               of impotence have gone too far.

               You...



                             PENGUIN

                      (pretends to be

                       nodding off)

               Oh, sorry...Gee, I guess I never

               looked at it like that.  I feel

               pretty selfish.  Here Cinderella,

               you take it...



     Penguin hands over the umbrella to a befuddled Ice

     Princess.



     The handle of the umbrella clamps both the Ice

     Princess's hands and suddenly goes into its spinning,

     cloth shredding mini-helicopter mode!  The fully costumed

     Princess starts to float up over the edge of the roof.

     Batman races to outstretch after her, but she sputters

     out of reach, drifting out over Gotham Plaza.



     Penguin presses a button on a hand console.  The umbrella

     handle comes off in the Princess's hand.  She sails down,

     gorgeously wailing toward the crowd and the Christmas

     Tree below.



     EXT. POLICE STATION ROOF--NIGHT



     Dwarf Two in Elf threads hot-wires on the Bat Beacon

     Spotlight and tips it so the beam comes down off the sky

     right onto...



     EXT. THE BUILDING ROOF--NIGHT



     and Batman himself (!), who stands on its edge.



     EXT. DOWN AT THE PLAZA--NIGHT



     A viewed segment of the crowd peers up.



                             CROWD MEMBER

               Batman!  He pushed the Princess!



     The devastated Mayor and his staff follow with their

     heads the trajectory of the princess's body and their

     careers.



     The Princess's body slams down onto the big red button.



     This causes the Christmas tree to come to life, but not

     with lights.  A LEGION OF EEKING BATS bellow out from the

     tree's branches and swoop down upon the crowd, clawing

     at heads and shoulders.  Mind boggling pandemonium.



     Tearing and batting at the bats, people crunch through

     telephone booths and storefront windows.



     The Massive Electronic Teletype reads out:  YOU PEOPLE

     ARE NOT WORTH PROTECTING.  YOU ARE WORTH DESTROYING.

     LOVE, BATMAN.



     Punch and Juliet stand content in the eye of the frenzy.

     They give each other a thumbs-up sign.



     A PACK OF MADE OVER WOMEN IN SMOCKS plow from a beauty

     shop, besieged by bats violently re-arranging their

     hairdos.



     EXT. THE BUILDING ROOF--NIGHT



     Batman stands frozen under the Bat Beacon glow.  He

     snarls toward a whooping-it-up Penguin.



                             PENGUIN

               I knew it would be delicious, but

               this is too good...



     The cops blast through the rooftop door (which swings

     open to deftly hide the nearby Penguin).  Batman stops

     his snarl as the Officers open fire.



                             BATMAN

               Wait...



                             COMMISSIONER GORDON

               Hold your...



     The bullets violently ripple against Batman's armor,

     sending him reeling back, over the edge of the building.



     Batman tumbles in air, clangs off a terrace railing,

     then bone crackingly inverts onto the next building

     terrace.



     EXT. THE TERRACE--NIGHT



     A crumpled-on-the-ground Batman aches up, but is gently

     pushed down by the heel of an approaching Catwoman.



                             CATWOMAN

               You're purr-fect; everything I

               could ever want in a man:  scared,

               confused, and about to die.



                             BATMAN

               I also play a mean accordion.



     The disguised Selina Kyle collapses into an erotic

     straddle of the disguised Bruce Wayne and gives him a

     quick lick.  The drunk-on-pain Batman focuses on some

     mistletoe hanging above Catwoman.  He manages a snort.

     Catwoman looks up and chuckles with him.



                             BATMAN

               A kiss under the mistletoe.  Did

               you know mistletoe is poisonous,

               if you eat it?



                             CATWOMAN

               But a kiss is deadlier, if you

               mean it.



     Catwoman unfastens the Bat belt from the semi-paralyzed

     superhero and flings it off the terrace.



                             BATMAN

               How did you know that truck would

               drive by after you jumped?



                             CATWOMAN

               I didn't.  What about you?  Did

               you mean what you said, Batman,

               the other night we hung out?

               About hating society?  Or were

               you just outmaneuvering me?



     EXT. BELOW--NIGHT



     The bat belt spins to the ground, its chemical payload

     half-exploding on impact.  Frightened Gothamites obli-

     viously scud past it.



     EXT. THE TERRACE--NIGHT



     Catwoman runs her talons down Batman's armor.



                             CATWOMAN

               No answer?  So much for foreplay.

               Who are you?  Who's the man

               behind the Bat.

               Maybe he can help me find the

               woman behind the Cat.

                      (pressing armor)

               That's not him...here you are...



     Catwoman's talons poise at the end of Batman's armor, just

     above the waist.  Catwoman thrusts.  Roaring up, Batman

     fiercely whams Catwoman off him, into a moaning ball.

     Batman operatically rises, bleeding from the talon holes

     and aching from every pore.  He moves to the edge of the

     terrace and does a swan dive off it.



     EXT. IN AIR--NIGHT



     From out the back of Batman's arcing downward costume,

     a pair of balsa wood-enforced, lithe black cloth kite-

     wings extend out and open.  Batman uses his wings as a

     hang gliding parachute, leveling off his mean trajectory.



     EXT. BELOW--NIGHT



     Gotham citizens stop their fleeing to gape at the

     terrifying sight of Batman flying amid his real-life

     counterparts.



     EXT. A SECLUDED ALLEY--NIGHT



     Batman continues to swoosh ever downward.  He edges out

     before the crowd.  Parallel to the ever-this-is-gotta-

     hurt-closer ground, Batman Brannifs into an alley down

     for a skidding, quasi-crash, leaving him barely conscious.

     The black balsa batwings crunch to pieces in the tumble.



     The lead pack of the crowd, A SURLY, HETEROGENEOUS MOB OF

     THREE (One is a cop) huff into the alley and surround

     Batman's body.



                             NIGHTSTICK COP

               Yes!  We bagged that big blue

               hypocrite!



                             ANGRY MOB MAN

               Let's crucify him...or something.



                             ANGRY MOB FEMALE

               The mask, jerk!  Take off the mask!



     The trio hunkers down as the Angry Mob Male fiddles with

     the back seam of the mask.  As he grits his teeth and

     makes a savage pull, the Batsuit Chestplate detonates

     and deflates, causing a burst of dark blue gas to blast

     up into his persecutors' faces.



     Batman coughs, awakens, and gives the Angry Male a solid

     kick, slamming him back into the others.  Aching up,

     Batman stumbles down the alley, breaking into a seething

     dash.



     EXT. ANOTHER BLOCK OF THE CITY--NIGHT



     Penguin gives a congratulatory two-handed grab of

     Catwoman's paws.  They are standing before a fountain

     that absurdly seems to have frozen during an Old

     Faithful-size upward splash.



                             PENGUIN

               Outstanding work.  You're Beauty

               and the Beast in one lusciously

               wrapped package.



                             CATWOMAN

               Right back at you.  Now we do

               some real damage to the

               powers-at-be...



                             PENGUIN

                      (not paying attention)

               You were the real thing, tonight.

               You're an incredible, creative

               villain and that's what makes it

               so hard to do what I have to do.

               ...That department store you hit

               last night belonged to Max Shreck.



                             CATWOMAN

               What does that poisonous piece of

               Upstanding Citizen have to do with

               anything?



                             PENGUIN

                      (doing a cat screech)

               Temp-er.  Sorry, you feel so

               strongly, bu-ut Max Shreck is

               my bankroll, my boss, and a pretty

               neat guy all around...



                             CATWOMAN

               My God, you were the one.  The

               one he thought I saw him talking

               to.  That's why he...



     Catwoman gives off an incensed screech and spin.  She

     begins pounding her forehead just like Selina did,

     speaking in her voice.



                             CATWOMAN

               Corn dog!  Corn dog!  Corn dog!

               Max owns the good guys and the

               bad guys.  Even vulgar, twisted

               little mutants like Penguin!



                             PENGUIN

                      (poignantly)

               The name's Oswald Cobblepot, and

               I don't think I like you anymore.



     Penguin fires a petite fireball from his umbrella.  It

     sears into Catwoman's shoulder, blasting her back into a

     writhing fit.  He then puts an umbrella in her hand.

     It locks on.  And goes into a choppering fury.



                             PENGUIN

               Go to Heaven.



     Catwoman's wounded body is lifted from the ground,

     limping upward into the air.  Penguin sadly watches her

     go.



                             PENGUIN

               I knew I'd have to kill you.  It

               only made me love you more.



                             PUNCH

                      (rushing up)

               Batman has left the building.



                             JULIET

               What you did in the Plaza, they

               should put in a textbook...but

               you might want to think about

               going to Plan B now.



                             PENGUIN

                      (wistfully)

               Why not?



     A colossal Recreational Vehicle emblazoned with a VOTE

     FOR OSWALD insignia and a grand antennae rumbles up be-

     hind him.



     EXT. GOTHAM SKYLINE--NIGHT



     Catwoman's wounded body continues to endlessly whirl

     through the Gotham stratosphere, past its skyscrapers.



     She painfully reaches up with her free claw and tears

     open the handle lock.  She is released.



     Catwoman makes a dazzlingly awesome freefall plunge,

     finally crashing through a building skylight into...



     INT. A PENTHOUSE GREENHOUSE--NIGHT



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

     stunned silence then launches up to wail an inhuman wail

     that tumultuously shatters all the greenhouse glass.



     EXT. THE BATMOBILE ALLEY--NIGHT



     A battered Batman gallops into the alley and undoes the

     security cloak on the deceptively pristine Batmobile.



     Batman thunks down into the driver's seat and takes a

     breath of guarded relief when suddenly the doors make

     severe locking noises.  All systems on the control panel

     flash on by themselves.  The engine cacophonously vrooms

     up.



     INT. THE RECREATIONAL VEHICLE--NIGHT



     Penguin scuttles into the back of the motor home, past

     various Carnival creeps.  He bounces into a seat before

     an absurdly twisted, Renaissance-tech remote control

     panel of switches, buttons, and levers, all labeled with

     functions of the Batmobile, including a mini-steering

     wheel.



     INT. THE BATMOBILE--NIGHT



     Batman pounds his fist into a Batmobile window to no

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

     Alfred's innocuously did before.



                             PENGUIN (screen)

               Don't adjust your set.  Welcome

               to the Oswald Cobblepot School

               of Driving.  If you're not

               humiliated and dead by the end of

               our first lesson, money back

               guaranteed.  Gentleman, start

               your screaming...



     Batman becomes motionless.  The vehicle thunders forward,

     slamming him back.



     EXT. THE BATMOBILE--NIGHT



     blasts from the alley and makes a wild turn onto the

     street.



     INT. RECREATIONAL VEHICLE--NIGHT



     Penguin rambunctiously joggles the steering wheel.  On

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

     screen is batmobile-eye view.



                             PENGUIN

               I know this is a bad time to

               mention it.  But I don't even

               have a license.  Thought you

               might like to know.



     EXT./INT. THE BATMOBILE--NIGHT



     shrieks wildly down the street and up the sidewalk,

     sending people and things screaming and crashing.



                             BATMAN

               Thanks...



     Batman sneers in mortification then bashes down and tears

     off a shard of his console.  He rips and tugs at various

     wires.



     Penguin gives a disappointed frown from the screen.



                             PENGUIN (screen)

               Oh come on, just sit back and

               enjoy the ride.  The night is

               young.  Oh, watch out for the

               newsstand...



     EXT. STREET--NIGHT



     THE BATMOBILE demolishes a newsstand, scaring off

     terrified bystanders.



     INT. RECREATIONAL VEHICLE--NIGHT



     Penguin scratches his chin.



                             PENGUIN

               Fire hydrant?  Too cliche.



     The Batmobile swerves past a fire hydrant, wildly

     surging...



     EXT. INTO GOTHAM PLAZA--NIGHT



     The Batmobile ferociously heads into the Plaza and buzzes

     the rejuvenated-in-a-bad-way townpeople.



     INT. RECREATIONAL VEHICLE--NIGHT



     PENGUIN plays his controls like the Phantom of the Opera.



     EXT. GOTHAM SQUARE--NIGHT



     Batman rages as the batmobile sides flank out, no longer

     in the name of good, but to bash down fleeing bystanders.



     Levers on the console go down by themselves.  Batman

     slams out to give them Herculean pushes upward.



     The steel spikes Gatling-blast out everywhere, destroying

     all-remaining Christmas decorations.



     EXT. THE PLAZA--NIGHT



     REPORTER BIX CARBONDALE shouts into the camera.



                             BIX CARBONDALE

               This is Bix Carbondale in Gotham

               Plaza.  Batman is out of control.

               First came the bats and now...



     A flying steel chunk smashes Carbondale to the ground.



     INT. THE BATMOBILE SCREEN--NIGHT



     Penguin talks through the screen as Batman tears at his

     console.



                             PENGUIN

               You gotta admit it feels good.

               You saw the way these taterheads

               turned on you.  Tell me it's not

               a little fun.



                             BATMAN

               I'm not...this isn't.



     EXT. GOTHAM SQUARE--NIGHT



     Meanwhile, a pack of Gothamites flee in different

     directions, leaving the Adorable Little Girl from the

     opening stranded and confused.  The Batmobile specta-

     cularly angles right at her.  She's a bunny paralyzed by

     the headlights.



     INT. THE RECREATIONAL VEHICLE--NIGHT



     Penguin licks his lips as the screen zooms toward her.



                             PENGUIN

               Oh, this is going to hurt her a

               lot more than its going to hurt

               you.



     Penguin presses down on the accelerator.



     EXT./INT. THE BATMOBILE--NIGHT



     Batman looks to the oncoming child and goes dead.



     He yanks open a ceiling panel, revealing another myriad

     of wires and fuses.  He stares with spooky undistracted

     concentration.  He pulls out a round fuse.



     The Batmobile squeals to a sudden dead halt, centimeters

     from the vibrating then fleeing Adorable Little Girl.



     INT. THE RECREATIONAL VEHICLE--NIGHT



     Penguin moans out of annoyed sexual non-release.



                             PENGUIN

               Oh God, why...why did you stop.

               It felt so good, so...what the

               heck, how about one last spin!

               Buckle Up!



     EXT. GOTHAM PLAZA--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 batmobile convulses into a Tasmanian Devil spin that

     revolves the car around at mind-roasting speed.  A

     battalion of police cars surround it.  Officers unhatch

     and begin firing.



     INT. THE BATMOBILE--NIGHT



     Breaking into a loud snarl, a swirling Batman tries to

     mangle open his matching square knob.  Penguin's image

     on the spinning screen surreally cackles....



     INT. THE RECREATIONAL VEHICLE--NIGHT



     Penguin twists the Square knob some more and then kicks

     back in his seat to watch and squawk.



                             PENGUIN

               Who wants to go faster?  I can't

               hear you!  Come on, everybody

               raise your hands!



     EXT./INT. THE BATMOBILE--NIGHT



     spins even faster.



     Batman rips off his own square knob, pounds back the fuse

     above him, and rips sparks some wires in his steering

     wheel.



     The jack is sucked back up and the Batmobile breaks out

     of its cartoon swirl and blusters forward deftly between

     two police cars, screeching molecules to spare.



     INT. RECREATIONAL VEHICLE--NIGHT



     Penguin falls back off his seat in anger and shock.



     INT. A CAR REPAIR GARAGE--THE SAME DAMN EVENING



     A scruffy Teen, who'll be referred to as THE KID, is

     sweeping the grimy floor of a small, gloomy car repair

     garage.  He wears a wildly tattered grease-monkey uni-

     form and a blaring Walkman which prevents him from

     hearing the sound of shouts and sirens.  He pits down

     his broom and sighs a sigh.



                             THE KID

               Too much excitement for one night...

               Why do I keep reading this stuff?



     The Kid picks up a comic book that says THE TRUE LIFE

     ADVENTURES OF BATMAN and moves down upon a sleeping bag

     on the concrete floor of the garage.  He opens up the

     comic book....just as the Batmobile spectacularly

     crashes through the glass garage doors and screech stops

     over two jack flanks.



                             BATMAN

               Up!



     The Kid de-Walkmans and flings his silly comic book.  He

     slaps up a lever that launches up the two jack flanks

     into the belly of the batmobile, lifting the oversize

     vehicle off the ground.



     INT. THE RECREATIONAL VEHICLE--NIGHT



     Penguin frantically grasps and twists his steering wheel.



                             PENGUIN

               What...why?



     INT. THE GARAGE--NIGHT



     The wheels of the lifted Batmobile futilely twist and

     spin.



     INT. THE BATMOBILE--NIGHT



     Penguin shouts on the screen.



                             PENGUIN (screen)

               You're cheating!  You dirty bat--



     Batman pounds his fist through the screen, shutting him

     up.  Batman then takes a piece of the batmobile console

     and jimmies open his door.



     INT. THE GARAGE--NIGHT



     Batman dramatically lands, staring face to face with

     the Kid.



                             THE KID

               Oh man....I don't believe...Fill

               er up?  Check the oil?  Key to the

               restroom?  Don't talk.  I might

               wake up.



     The Kid kicks forward a small stepladder, grabs a

     toolbox, and lurches forward.



     INT. THE RECREATIONAL VEHICLE--NIGHT



     Penguin and his crew are now angrily re-working the

     wiring on their console.



                             PENGUIN

               Get out there and repo!  It's my

               toy!



     Penguin's Circus Foot Soldiers come charging out of the

     RV.



     INT. THE SEEDY GARAGE--NIGHT



     Talking as fast as he works, with barely human speed and

     dexterity, juggling a variety of tools, the Kid dances

     out a dazzling pit stop surgery that causes the glowing

     Beacon Rod to drop into his suddenly stopping hands.



                             THE KID

               Oh man, this car is a religion!

               And it's not even an import.  You

               know, I'm getting into the whole

               crime-fighting arena myself.  So

               far, it's just been a couple

               shoplifters and a drunk driver.

               You know, only so much I can do on

               a bike.  And I'm a little shaky on

               this whole Bat-Cat-Penguin thing,

               don't you know.  I mean, what, I

               gotta be Goat Boy?  I gotta put on

               a cowbell and shout Moo before I

               bust some guy's--Whoa, Batman, you

               can't be serious with these lame-

               ass shocks.  Fine automobile like

               this...You must got stock in the

               company.  Here let me set you up--

                      (to beacon)

               ...Hello, talk about a specialty

               part...



     The Kid tosses the beacon to an impressed Batman who

     snaps it off in his catching hand.



                             BATMAN

               Thanks.



     INT. THE RECREATIONAL VEHICLE--NIGHT



     Penguin's contraption completely goes dead.  Penguin

     flops down.



                             PENGUIN

               It was the perfect evening.

               Disgraced my enemy.  Had a Date.

               Watched her die.  Now this!

               Unfair!



     INT. THE GARAGE--NIGHT 



     Batman lets the snapped beacon pieces clatter to the

     ground.



                             BATMAN

               Appreciate it.  Wallet's in my

               other pants.



                             THE KID

               On me...



     Batman looks off to the sound of commotion.  The Kid

     glances up through the open door of the Batmobile.  A

     peculiar, multi-dark-colored object resembling a morbid

     pinwheel top pokes up from the floor.  The Kid snatches

     it...



     as four of Penguin's garish Circus foot soldiers tear

     through the shattered garage door.  Batman steps forward,

     but before he can do anything else, the Kid kicks up his

     toolbox and ferociously swings it across two of the

     thugs' faces, splaying them to the floor.  Another one

     lunges out...



                             THE KID

               Yo Batman, if that is your name,

               you on your break or what?



                             BATMAN

               Don't talk.  Down and left.



     The Kid spins down and launches into a deft martial

     artistic kick-and-sweep that levels the attacker.  AN

     UNSPORTING CARNIVAL CREEP points out a gun toward the

     Kid's back.  Batman cooly pelts down the Garage's jack

     lever.



     The Batmobile slams down on the Unsporting Creep's foot.

     Batman savagely frisbees a hubcap into his yelping face,

     knocking him cold.



     A couple of the previously bashed Thugs pull out more

     impressive artillery and begin firing.  Batman rips the

     frozen Kid into the Batmobile with him.



     INT. THE BATMOBILE--NIGHT



     The Kid sits in the driver's seat in a state of shock.

     Batman turns as bullets batter the window.



                             BATMAN

               "Reverse" might be a good way to

               start.



     The Kid does a cartoon wobble of his head then reaches

     out.



     INT. THE GARAGE--NIGHT



     In one awesomely fluid move, the Batmobile squeals back-

     ward past the thugs, through whatever remains of the

     garage door, and into the street where it rams into a

     passing police car.



     EXT./INT. THE BATMOBILE--NIGHT



     The Kid smiles.



                             THE KID

               Not bad pickup.  Zero to 60 in no

               seconds.  Could get used to this.



     The Batmobile screams away.  It turns a corner to zig

     and zag among people and public landmarks.



     The Kid works the steering wheel like any arcade prodigy.



                             THE KID

               I think I'm going to get a free

               game.



                             BATMAN

               Funny.  A right.



     EXT. THE STREET--NIGHT



     THE MALEVOLENT FIRE ENGINE wails into the chase, with

     the Fire-clowns and some Steely Dames scattered across

     its top.  Two Police Cars swerve in beside it.  All parties 

     blow out their weaponery at the Batmobile.



     INT. THE BATMOBILE--NIGHT



     The Kid is getting queasy from the bullet barrage.

     Batman begins methodically rummaging through his

     console's twisted wires.



                             THE KID

               Is there a reason why the police

               and the Fire depart--I don't wanna

               know.  All the times I ever dreamed

               of driving the Batmobile, I never

               got killed!  I want you to know

               that!  Strictly mow down the bad

               guys and maybe pick up some mature

               ladies for a night cap...



                             BATMAN

                      (not looking up)

               Left.



     INT. THE POLICE CAR--NIGHT



     Revealed in the passenger seat, Commissioner Gordon stops

     shooting to make loony eye contact with his criminal Uzi-

     toting elf-Clown-Firemen-Steely Dame counterparts.



     EXT./INT. THE BATMOBILE--NIGHT



     Batman works through the wires at a more quickened pace.



                             BATMAN

               Right.



                             THE KID

               Right?  Now whoa, the right is a

               dead...



                             BATMAN

                      (slightly raising voice)

               Right.



     The Batmobile swooshes onto a road that has two, omni-

     potent brick buildings towering at the end of it with

     only a small not-quite-a-car-let-alone-a-Batmobile-size

     gap between them.



     EXT. THE STREET--NIGHT



     THE POLICE and the Fire Engine screech in behind them.



                             STEELY DAME

               Mr.  Cobblepot, he's in the bag!



     INT. THE BATMOBILE--NIGHT



     The Kid is barely holding in Don Knotts-size yelps.



                             THE KID

               I knew it!  We'll never fit!  This

               is my town!  I say it's a dead end

               then that end will be dead!



                             BATMAN

               Don't worry.  Faster.



                             THE KID

               Faster?  Wake up and smell our

               corpses, you Count Dracula loving...

               Man, stop trying to fix the tape

               deck!



     The Batmobile streaks closer to the building.  The Cops

     and the Thugs continue to fire.



     Batman sparks two wires together.  The windshield wipers

     come on.



                             BATMAN

                      (gently puzzled)

               What's funny?  I ain't laughing!

               Dirty jokes about other people's

               mother are funny!  Monkeys in

               rollerskates smoking cigars are

               funny!  This isn't...



     The buildings loom before the windshield.



                             BATMAN

                      (with a strange laugh)

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



     Batman connects two wires.



     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 position, leaving only a

     sleek missile of a car that smoothly darts between the

     gap of the two buildings.



     EXT. THE STREET--NIGHT



     Gordon's cars and the Fire Engine try a last minute

     unswerve, but end up swirling together into the building

     fronts in a staggering pile up.



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



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



     The Kid whoops in laughter out the doorless vehicle.

     Batman smiles.  The car does a suave, angled speed skate

     around a corner.



     INT. THE RECREATIONAL VEHICLE--NIGHT



     Penguin is snarling into his radio.  The Nerdish Circus

     Spook Scientist stares out the window.



                             PENGUIN

               It did what?  Find him!



                             NERDISH SPOOK

               Sir, I have some good news and some

               bad news.  Good news.  I found him.



                             PENGUIN

               What's the bad...

                      (looking out window)

               Ugh-ooh.  Gotcha.



     The new batmobile is seen bolting right at them.



     INT. THE NEW BATMOBILE--NIGHT



     Batman turns to the Kid.



                             BATMAN

               I want to wear him.



     EXT. THE STREET--NIGHT



     The Batmobile drills up through the RV and out the other

     side, through the Vote for Cobblepot sign.  It then

     proceeds to mosey down the calm and deserted street.



     EXT. STREET CORNER--NIGHT



     The Batmobile squeaks to a teetering stop.  The Kid

     wobbles out with a dazed grin.  Batman moves into his

     place.



                             BATMAN

               Not bad.



                             THE KID

               Uh, yeah, hey, my card.  Maybe we

               can get together again if...



     The Kid tugs out a rumpled card from his uniform.

     Batman takes it with a nod, then screeches off.



     In a glow, the Kid watches the vehicle make a debonair

     swerve around a corner.



     A couple of Street Punks scuffle up behind the Kid.



                             STREET PUNK

               Hey man, where were you?  Did you

               see what happened in the Plaza...



                             THE KID

                      (beside himself,

                       frustrated)

               Did you just see...I was with...I

               was in...I was driving..I..Did you...

                      ("They'll never

                       believe it")

               Oh, forget it.



     The Kid wearily beams off.  He wipes off his arms, then

     brushes his chest.  He smooths off some grease that

     reveals an enigmatic R on his uniform.



     EXT. GOTHAM PLAZA--THE NEXT DAY



     The viewer's viewpoint pulls out on what was once the

     Batman Merchandising Store.  It is in the process of

     being refurbished with Penguin goodies--clocks, lunch

     boxes, T-shirts, and umbrellas.  Moving upward, one

     sees, wearing scattered bandages, Penguin, standing tall

     upon the stage, bathed in cheers, a Red, White, and Blue

     Umbrella in his hand.



                             PENGUIN

               When it came to making this city

               safe, the Mayor had not a plan,

               only a man.  A Bat-man.  A spooky

               and abnormal ticking time bomb of

               a man, who finally exploded last

               night.  Unlike the Mayor, I tried

               to defuse him.  I cut him off with

               my RV.



     INT. A WAYNE MANOR STUDY--DAY



     A Wall Unit T.V.  in a mezzanine-type level study, over-

     looking the Manor Living room continues to show the

     gleaming Penguin.



                             CROWD (T.V.)

               Recall!  Recall!  Recall!



     A bat-a-rang whooshes through the air, bangs the on off

     button, turning the image of weeping Penguin off and

     then boomerangs back to Bruce, who is standing with

     sunglasses on.  Alfred is stitching his arm.



                             BRUCE

               Restores my faith in inhumanity.



                             ALFRED

               Commissioner Gordon called to warn

               us that Batman will probably try

               to attack the elite of the city.



                             BRUCE

               What did you tell him?



                             ALFRED

               I told him that since you, in fact,

               are Batman, that this does not

               pose a problem.



                             BRUCE

               Alfred, you're on a roll.



                             ALFRED

               What is considerably less amusing

               is that you let this car-hop-street-

               urchin actually drive...



                             BRUCE

               Alfred, I don't want to talk bout

               it...



                             ALFRED

               You let him see...



                             BRUCE

               Alfred.  Who let Vicki Vale into

               the batcave?  I'm down there

               working, I turn around, "Oh hi,

               Vicki, have a seat..."



                             ALFRED

                      (seriously)

               I was just so...worried and

               frightened...the bats...On the T.V.,

               Bix Carbondale getting bonked in

               the back of the...



                             BRUCE

               You should have warned me not to go.



     Bruce and Alfred share a warm chuckle, then get serious.

     Bruce pulls out the check.  As he speaks, Bruce saunters

     to an aquarium tank full of violently exotic fish.  He

     rolls up his sleeve, then shoots his arm in the water to

     twist an underwater castle shaped like Wayne Manor.  The

     fish swarm his arm.



                             ALFRED

               Well, is there at least a way to

               send the information about the

               Cobblepot Campaign Fund to

               Commissioner Gordon?



                             BRUCE

               Max can't be treated like a purse

               snatcher.  He's protected by the

               Mayor.  So that's why I anonymously

               sent a copy of the check and the

               information directly to our

               backstabbed Mayor himself.  I have

               no illusions about our Mayor's

               actual power, but there can't help

               being some fireworks.  Let's see

               how much Max gets burned.



     Bruce pulls his arm from the underwater castle.  He

     continues calmly speaking as a bookcase dramatically

     opens revealing a little key undramatically hung on a

     hook.  Bruce unceremoniously picks it off and heads

     toward a wide, closed Sarcophagus in the corner of the

     room that has been painted with the design of an Ancient

     and Mysterious woman.  Bruce eyes it.



                             BRUCE

               Oh Alfred, did Selina get home

               okay?



     INT. SELINA'S APARTMENT--DAY



     The viewer is suddenly taken wildly through Selina's

     apartment, into her kitchenette.  Curled in a quivering

     ball on the floor, still in her Catwoman outfit, Selina

     shivers as a deranged spray of water from her broken-

     again faucet spews all over her.  Her cat screams atop

     Selina's inert, drenched body.



     In Selina's hand is a soggy invitation to Max Shreck's

     annual Christmas Eve MAXquerade Ball.



     INT. WAYNE MANOR STUDY--DAY



     The viewer is whipped back into the Wayne Study.



                             ALFRED

               I am sure she got home just fine.

               She seems like a very nice woman.



                             BRUCE

               She is.



     With the key, Bruce opens the Coffin, revealing it is

     an Iron Maiden, lined with sharp spikes.  Bruce steps

     inside it.



                             ALFRED

               I believe I'll take the stairs.



     Bruce nods as the Iron Maiden begins to close.  The

     spikes suddenly lower themselves.  The bottom drops out.



     INT. THE BATCAVE--DAY



     Bruce slides out of an inclined chute into an unbroken

     stroll to a batcave console.  He does some unseen console

     punching and calls out to Alfred, who is chugging down a

     staircase.



                             BRUCE

               Max receive our gift?



                             ALFRED

               Oh yes, and I told him how nice it

               would look in his conference room.



     Bruce presses a button that resembles the Scarabe gift.



     INT. MAX SHRECK'S CONFERENCE ROOM--DAY



     The viewer's viewpoint pulls out from the elegant Scarabe

     gift resting on a shelf in Shreck's conference room.  The

     Mayor and his staff vibrate past this literal Bug, into

     the room with an unleashed, but unavoidably a little

     tentative anger like children discovering an emotion for

     the first time.



     The unflinchingly zen Max Shreck is in his chair in the

     middle of the conference room.  It is slowly, creepily

     revolving in a circle.  He is again disturbingly toying

     with his Music Box.



                             MAYOR

               Max Shreck, you're a fiend.  A

               grubby fiend and I'm not afraid

               to say it.  In fact, I just did

               say it.  My office was given...

               information; about you, Penguin,

               and all this....!



                             MAX SHRECK

               It's about time someone realized

               those big checks were coming from

               somewhere interesting....



                             MAYOR

               You wanted me to find out about

               this?



     Max lifts his battered and acupunctured Music Box.



                             MAX SHRECK

               How else could you learn your

               lesson?  Last month, I bought this

               music box, but it would not play

               music.  Now I could have taken it

               back to the store, taken it to a

               repairman--I could have put the

               company out of business.

               Unsatisfying.  This box needed to

               be punished, tortured.  I mangled

               it with tools and wires and lined

               its gears with acid.  At times, I

               can hear it scream.



     INT. THE BATCAVE--DAY



     Huddled around the console, Bruce and Alfred listen in

     horror.



                             MAX (O.S.; Speaker)

               The only way to fight the pain of

               society is to become it.



     INT. MAX SHRECK CONFERENCE ROOM--DAY



     Max halts his spinning chair, directly facing the Mayor.



                             MAX

               Like nature itself, I don't allow

               anyone to get away with anything,

               not even this barely animate

               object.  I don't just run Gotham

               city, I'm its twisted soul.  I

               build soaring skyscrapers--and

               scummy slums.  I sponsored Planet

               Appreciation Day--while operating

               polluting factories in about

               every continent.



     The visitors are slumped in defeat.  They reach out to a

     small bin, pull out pieces of licorice, and begin glumly

     munching.



                             MAYOR

               This is all about me not letting

               you build that stupid chemical

               plant.  All this pain...



                             MAX SHRECK

               It is about a principle.  You

               betrayed me, admittedly slightly,

               but still, a lesson had to be

               learned.  By plucking a disgusting

               monster from the sewers and giving

               him your crown, I hopefully taught

               one.



                             MAYOR

               But if we give you the damn...

               factory, can you, I mean, will you,

               stop Penguin and the Crimewave?



                             MAX SHRECK

                      (ascending)

               Oh, of course.  Mayor Cobblepot

               was a joke I never intended in

               telling the punchline to.  It'll

               just take a couple phone

               calls.....But you know, you really

               haven't apologized.



                             MAYOR

                      ("you son-of-a-bitch--!")

               Apolo--!

                      ("What's the use")

               I'm......sorry.



                             MAX SHRECK

               Oh heck, that's okay...don't give

               it another thought.  Tonight's my

               annual Christmas Eve Max-querade

               Party at the Club.  You should be

               there.  Really.



                             MAYOR

               With bells on....



     INT. THE BATCAVE--DAY



     The unhappy pair hear the sound of a door closing and

     rich Max Shreck laughter.  Bruce clicks off the speaker

     and sullenly breaks away from the console.



                             BRUCE

               I guess we showed him.



                             ALFRED

               What makes Max Shreck think he can

               so effortlessly get away with

               these acts?



                             BRUCE

               History....I only wonder how

               Penguin is going to take the news

               he's being cut off?



                             ALFRED

               Dear Bruce, Penguin couldn't have

               possibly thought he was going to

               be Mayor.  I mean, really!  You're

               not laughing.



                             BRUCE

               I'm not laughing.



     INT. PENGUIN'S CAMPAIGN HEADQUARTERS--DAY



     Penguin gleefully prances through the doors of his

     campaign headquarters.  Some Circus Creeps in incon-

     gruously patriotic clothing, dutifully chuckle in behind

     him.



                             PENGUIN

               So once I become Mayor, I'm gonna

               clothe the hungry, feed the naked.

               Two chickens in every...



     The mirth of Penguin and his crew is assassinated the

     moment they look forward.  The entire headquarters has

     been stripped bare.  All that is left is the Walk/Don't

     Walk scoreboard which clicks to 14,868/17,000, empty bird

     cages, and a stark phone on top of a stool that begins

     ringing.  Penguin stumbles to the phone like a gutshot

     Dog.



                             PENGUIN

               Hell-o.



     INT. MAX'S CONFERENCE ROOM--DAY



     As Max glibs out on speaker phone, he pours a beaker of

     acid onto the churning gears of the Music Box turn along

     with the victim-ballerina.  A barely audible but painful

     whine can be heard.  Punch and Juliet are revealed to be

     seated at the conference table, biting their lips in red

     faced laughter.



                             MAX

               Oswald, how's it hanging?  I don't

               know how to begin to thank you.

               Your enthusiasm has only been

               exceeded by your evil genius.  But

               alas, it's time to call it a day.



     INT. CAMPAIGN HEADQUARTERS--DAY



     Penguin is beside himself, attacked by a menu of

     emotions.  He orders "Helpless."



                             PENGUIN

               What day?  I don't get it.  I was

               winning.  Haven't you seen the

               crowds?  Haven't you read the

               editorials?  Haven't...

                      (pathetic, laughing)

               Why Max, you ole skindog, this is

               one of those practical Bloopers,

               ain't it?  Where's the cameras?



     Penguin pathetically looks around.



     INT. THE SHRECK CONFERENCE ROOM--DAY



     Max condescendingly smiles.  Punch and Juliet whimper.



                             MAX

               People came to see you, because

               you were a good show.  Limited

               Engagement.  Did you really think

               you'd become Mayor?  A Freak?

               Causing a recall election?  Gosh,

               I feel bad now.  I misled

               you...You know, Oswald have you

               ever considered doing one of those

               delightful Professional Wrestling

               shows?



     INT. CAMPAIGN HEADQUARTERS--DAY



     Penguin now chooses Anger.



                             PENGUIN

               Pro Wrestling!  Everybody knows

               that's not real!  I'm real!  A

               leader with vision and charisma!

               I was going to start a Program to

               teach Illiteracy and get rid of

               that Ozone layer that's been

               bothering everybody.  You can't

               weasel out on me!  I nailed that

               Catbimbo for you!



     INT. THE SHRECK CONFERENCE ROOM--DAY



     Max doesn't lose his cool.



                             MAX

               By the way, if you come within

               200 feet of me or my new security

               force, you'll be put in an

               institution for the rest of your

               life.  Toodles.



     INT. CAMPAIGN HEADQUARTERS--DAY



     Penguin's dazed hand lets the phone drop.  As he did

     before the spooky but HAPPY CLOWN rushes up to console

     his boss.



                             HAPPY CLOWN

               Gee Oswald, what's the matter?



     Penguin swings around and thwacks the Happy Clown with

     his umbrella just as he did before.  Penguin's face

     contorts into a metamorphosis of pain and serene self-

     analysis.



                             PENGUIN

               My name's not Oswald Cobblepot.

               It's Penguin!  And we're going

               home.



     EXT. THE OLD ZOO--DAY



     With an operatic whoosh, Penguin clangs open the gates

     of the old zoo.  His low rent circus henchmen scramble

     to keep up as the invigorated Penguin marches past the

     desolate zoo trappings--barren cages, cracked sculptures,

     the Gargantuan, but seedy Electrical Phalanx and the

     Zoocoaster.



     As he roams and rages, Penguin robustly tosses off his

     top hat, rips open his tuxedo and yanks off his white

     gloves, wiggling his webbed hands.



                             PENGUIN

               Home.  What I missed most was the

               beauty.  Simply ravaging.

                      (pang of self-contempt)

               How could I be so stupid to think

               I could get respect.  How could I

               be so stupid to want it in the

               first place!  Let's just call it

               Temporary sanity.  The only

               souvenir I'll keep is the monocle.

                      (burst of renewal)

               I feel so alive!  I am not a human

               being!  I am an animal!



     Penguin and his crew bustle upon passing rollercoaster

     cars.  Penguin takes a Washington-crossing-the-Delaware-

     stance upon one of them as it chugs forward.



     INT. THE LAIR--DAY



     Penguin heartily hatches from the rollercoaster cart.

     The Ice Conference table has melted into a majestic

     stalagmite blob.  Penguin lets off a booming squawk of

     happiness.  Responding to the call, his penguins flap

     and slide out of the water.



                             PENGUIN

               Oh my babies...do you forgive me?

               For leaving and then coming back

               with my tail between my...somebody

               turn down the thermostat, I'm

               boiling!  It must be two degrees

               in here!  What do...



     Penguin spins to see the Four Gray-Bellied Emperor

     Penguins (from the opening) emerge from a dark patch

     in the back of the lair.  All penguins and people go

     silent to behold their royal appearance.  Except for a

     middle-of-a-conversation Dwarf Two.



                             DWARF TWO

               So I slam down that Bat spotlight

               thing, and man, if you could have

               seen the look on his face...



     Not taking his eyes off the Emperors, Penguin waps the

     Dwarf with one of his flippers.



                             PENGUIN

               Shut up, Shorty.....The Elders.

               Oh mighty, wondrous, luminous

               mentors!  What does your

               appearance at this tumultuous

               period, mean?



     The Four Elder Penguins suddenly, simultaneously bray,

     then stop.  Penguin's face melts into Mount Rushmore

     seriousness then explodes into savage glee.  He slides

     across what remains of the Ice conference table.



                             PENGUIN

               It is all so clear.  You want me

               to go back one last time.  If I

               can't be king, I'll destroy the

               kingdom!  If I can't have Gotham's

               respect, I'll get the next best

               thing, its fear!  Make that the

               first best thing!



     As Penguin bellows, his cohorts match his rabid excite-

     ment.  They tear away the scaffolding from the "mission

     control" panel.  They blow the dust off its surveillance

     screens.  They latch open patches of Ice that reveal

     state-of-the-Surrealist-art missiles and weaponry.

     Penguin rustles out some of his sketches that show

     penguins in various states of Warrior-wear.



                             PENGUIN

               Max Shreck.  The Mayor.  Those

               brats with the stupid names--Punch

               and Juliet.  And if he's not too

               tired from last night, Batman.

               It's a time of sharing, and I have

               so much to give.  I have learned

               the true meaning of Christmas:

               Life is pure, unadulterated pain,

               so you gotta take a couple days

               off at the end of the year to have

               some fun.  Conga!



     Penguin makes a terrifying squawk and the penguins

     simultaneously hustle into a single file line, which

     Penguin leaps to the front of.  With rhythmic squawking

     from all, Penguin and the penguins Conga.



     INT. THE BATCAVE--DAY



     Bruce sulks around the battered, anorexic Batmobile,

     casually knocking out dents.  Alfred marches up, worried.



                             BRUCE

               All these years of bataranging

               two-bit hoods off their tricycles

               and the real power, the real evil,

               calmly goes to work in Gotham

               Plaza and collects "Man of the

               Year" plaques.



                             ALFRED

               Bruce, this attitude of yours...It

               makes me...Is it only the memory

               of your parents that inspires you.

               It seems like it.  You have as

               much contempt for the people of

               this city as Max and Penguin

               combined.



                             BRUCE

               You don't understand, Alfred.  I

               do care for the weak, pathetic,

               and gullible people of Gotham City.

               Because I'm one of them.



     Alfred nods proudly then looks to a letter in his hand.



                             ALFRED

               The invitations to Mr.  Shreck's

               loathsome masquerade party came in

               the mail today.  I take it I

               should R.S.V.P.  most vehemently in

               the negative.



                             BRUCE

               Alfred, don't be unmelodramatic.

               Break out the lampshades, we're

               going.



                             ALFRED

               May I ask, "What as?"



     Bruce ambles to the ajar case that houses his bat

     suit.



                             BRUCE

               You'll never guess.



     Bruce firmly closes the glass case door and walks off.



     INT. A GLITZY DECADENCETHEQUE--NIGHT



     Max Shreck's masquerade party is going full blast at a

     malevolently glitzy Post-Everything Club.  A PERVERSE

     BAND is cranking out a sultry headbanger.  The PARTY

     GUESTS dance and gab completely IN COSTUME--costumes

     that are exotic, erotic, enthralling, evil, and pretty

     stupid.



     A GAGGLE OF STRANGELY FAMILIAR PENGUINS WEARING BIZARRE

     HEADGEAR AND DARLING CAPES are sprinkled amid the

     subversively Christmased decor.  Live or fake?



     Max Shreck schmoozes through the crowd in a terrifying

     black leather jacket-and-everything-else-ensemble with

     a vivid red leather eye mask.  TOUGH GLADIATORS WEARING

     SECRET SERVICE SHADES AND EARPHONES loom around him.



                             MAX

               And then we found out he was

               homeless!



     The Partygoers around Max break into giggles.  An

     ARMORED KNIGHT next to them lifts his visor to bulge

     his eyes at this annoying behavior.  It is Alfred.



     The Mayor simmers, raising his glass with a bullshit

     smile, at the toasting in the distance Max.



     The Mayor is dressed in a Roman Toga that sprouts a

     Caesar-style myriad of plastic daggers and fake blood

     holes.  His staff are dressed as COURT JESTERS, covered

     with tingling bells.  Commissioner Gordon sidles up to

     the Mayor, dressed as a Viking.



                             GORDON

               Mayor, I can't say I feel right

               standing around sipping eggnog and

               hitting on all the Catwomen, when

               the Christmas Crimewave is still..



                             MAYOR

                      (toward Max)

               Jim...it's taken care of.  The

               only criminal we have to worry

               about is free-lance--Batman.



     Various people are in Batman and Catwoman outfits,

     including an undulating on the dance floor, Punch and

     Juliet.  Punch is Catwoman.  Juliet is Batman.  Both

     wear their trademark blazers.



                             PUNCH

               Juliet, I loved what you did with

               the penguin motif...



                             JULIET

               Wait a minute, Punch, I thought

               the penguins were your idea...



     Suddenly, the entrance to the club opens and Bruce Wayne

     struts through the fray, dressed dramatically as......

     BRUCE WAYNE.  The only one without a costume, Bruce

     catches some glares from the hedonists.  The viewer's

     viewpoint stays on a suited-up penguin, who takes a

     couple of baby steps and then stops.



     A batch of the other penguins begin to scurry around

     the club in a military drill, then all stop at once.



     Bruce angrily moves toward Max.  Max looks up to make,

     at first pleasant, then noticing Bruce's expression,

     tense and confused eye contact.



     Bruce's attention is diverted, upward.  Starkly coming

     down a deco-steel staircase in the middle of the club,

     from a catwalk dance area is Selina Kyle dramatically

     dressed as...SELINA KYLE.  They give each other world-

     weary smiles.



     INT. THE CLUB--NIGHT



     ARMORED ALFRED curiously moves forward to watch this

     imminent meeting.  A couple of penguins imitate his

     movements.  As in the opening scene, Alfred feels it

     and turns around.  They stop.



     INT. THE CLUB--DANCE FLOOR--NIGHT



     The enigmatic band goes into a chilling ballad as Selina

     comes off the stairs and flows into Bruce's arms.  They

     nakedly dance amid the swathed-in-artifice Revelers.



                             BRUCE

               I guess we were right about the

               Relighting of the Tree.  Rowdy.



                             SELINA

               Thank God, we weren't there.



                             BRUCE

               Yeah, schwoof.  Nice costume.



                             SELINA

               Thanks.  I guess I'm tired of

               wearing masks in front of people.



     Selina goes in and out of a slow sultry pirouette.



                             BRUCE

               I know the feeling.  I've done a

               lot of good things for the

               community.  Ignored a lot of bad

               things, like my friend and your

               boss.  I'm taking Max down.  As

               Bruce Wayne.



                             SELINA

               Selina Kyle has always suffered

               and complained about her problems.

               I want to be the one to cause

               problems, so I'm taking Max down,

               too.



     Selina displays from her pocket, a derringer.  Bruce

     pushes it back into her pocket in shock.



     INT. THE CLUB--NIGHT



     ALFRED AND COMMISSIONER GORDON beam at Bruce and

     Selina as if they were Mickey Rooney and Judy Garland.

     The penguins move in closer.



                             GORDON

               Make a darling couple.



                             ALFRED

               Yes.  She's a real sweetie.



     INT. THE SEWER BELOW THE CLUB--EVENING



     The spooky ballad of the ball wafts into a sewer below

     the club.  The lights of the club beat through the bars

     of a ventilator shaft.  Into this haunting mixture of

     music, light, and slime come the wheels of Penguin's

     closed Scissor-Lift apparatus.



     INT. THE CLUB DANCE FLOOR--NIGHT



     Bruce and Selina continue to dance, emotions rising.



                             SELINA

               Don't give me any killing-Max-

               won't-solve-anything crap, because

               it will.  He's the soul of Gotham

               City.  He...



                             BRUCE

               Guess he gives that speech to

               everybody.  What are you doing,

               quit screeching the wacko

               platitudes and put your toy

               away.  Who do you think you are,

               Selina?



                             SELINA

                      (genuinely sad)

               I don't know, Bruce.  I don't...



     Bruce and Selina go in and out of a kiss, passing beneath

     A GIANT PAPIER MACHE LEAF OF MISTLETOE.



                             SELINA

               A kiss under the mistletoe?  Did

               you know mistletoe is poisonous,

               if you eat it?



                             BRUCE

               But a kiss is deadlier, if you

               mean it.



     Their eyes pop out in horror.  Out of stunned disbelief,

     they continue to sway.



     INT. THE SEWER--NIGHT



     The Dwarves crank up the Scissor lift.  The viewer's

     viewpoint looks to the bottom of the rising apparatus;

     its passengers still a mystery.



     INT. THE CLUB DANCE FLOOR--NIGHT



     To the rhythm of the band's dark lullaby, Bruce slowly,

     tenderly, carefully undoes the cuff of Selina's blouse

     and begins to pull it back on her arm.



     Selina, meanwhile, softly tugs Bruce's shirt into an

     untucked position.



     One of the passing penguins crashes against Alfred's

     armor.



                             ALFRED

               Ah ha, I knew it.



                             GORDON

               What the...



     Gordon furrows down to the moving penguin then looks out

     to see that the squadron of penguins have taken an

     ominously symmetrical position around the party.



     Bruce and Selina take suspenseful gulps, not daring to

     halt their last waltz.  Bruce pulls back the blouse cuff

     to reveal that nasty burn mark he gave her with his

     chemicals.  At the same bonesizzling moment, Selina pulls

     up Bruce's shirt to reveal the puncture holes she gave

     him with her talons.  They savagely push off from each

     other with uncivilized snarls.



                             SELINA

               "City takes a lot of you.  I was

               running around all night.."  Look

               at you, all along the ultimate

               defender of an insane society.



                             BRUCE

               You'll have to forgive me, Miss "I

               don't want to wear masks anymore."

               I sure know how to pick 'em; a

               self-ish destructing psycho-

               feline...Shall we?



     Bruce and Selina charge toward each other when suddenly,

     the penguins drop their capes, revealing varying self-

     perpetuating arsenals strapped to their backs.  Some have

     a Gatling machine gun apparatus, others have flamethrowers.

     A HUGE (but non-gray bellied) PENGUIN lifts one of his

     wings and fires a line of thin missiles into the middle

     of the dance floor...where they brutally explode, sending

     Bruce, Selina, and the other Dancers, convulsing to the

     ground.  Erupting out of the floor's burning hole is

     Penguin's Rubber Duck buggy souped-up as a Christmas

     sleigh with Penguin in a beardless Santa outfit and A

     PACK OF RED TRIANGLE CIRCUS COHORTS WEARING ANTLERS.



                             PENGUIN

               Mer-ry Chri-istmas!  A party?  For

               me?  You gu-uys!



     Missiles and bullets are thundered on the exits by the

     penguin terrorists.  The Security Gladiators are incapa-

     citated by flamethrower firepower.  The guests futilely

     shriek, vibrate, and faint in their inability to flee.



     Schmoozer-from-hell Penguin hops off the sleigh and soft-

     shoes by various trembling-in-fear Partygoers, on his way

     to the eggnog and caviar, which he graphically engulfs.

     He looks down to a fluttering on the ground SEXY WOMAN.



                             PENGUIN

                      (romantically)

               Come here often?  What do you say

               we blow this shallow ritual and

               just go somewhere and just...I

               don't know, I'm feeling kinda

               kooky...



     INT. OTHER PART OF THE CLUB--NIGHT



     Antlered Henchmen clutch upon Max, Punch, Juliet, the

     Mayor, and his jingling staff, dragging them toward the

     sleigh.



     Bruce aches up and savagely clotheslines a passing Antler

     Thug.



     INT. PENGUIN'S PART OF THE CLUB--NIGHT



     An anguished Max Shreck is carried past a giddy Penguin.



                             PENGUIN

               Max, my man, and I thought you

               were the designated driver.  But

               seriously, you're an ugly pig and

               I'm going to love slaughtering

               you.  New Mask?  Love it!



     INT. OTHER PART OF THE CLUB--NIGHT



     The strange headgear atop their heads wildly whirring,

     the Penguins continue to commando-wobble the club

     jubilantly destroying Christmas decoration with spewing

     artillery.  The wires of the giant hanging Mache Mistle-

     toe leaf are shot away, causing it to drop, beside a

     writhing on the floor Selina.



     Seeing this, Bruce spins to the offending penguin and

     sears out a karate kick that somersaults the penguin

     against a wall.  Seeing this, an attacking Antler Thug

     lunges after Bruce.  Commissioner Gordon slams him to

     the ground with his Viking shield.



     INT. PENGUIN'S PART OF THE CLUB--NIGHT



     Penguin grooves on the dance floor to the sounds of

     screams, then goes into a mock serious conversation mode,

     chatting down to a young floorbound woman, who is dressed

     as ALICE IN WONDERLAND.



                             PENGUIN

               Christmas is just getting so

               commericalized, don't you think?



                             ALICE

               Ugh....ah...don't...



                             PENGUIN

               Those are valid points, but you

               know, every year I still somehow

               get that warm feeling....Yuck!

               Not enough Nog.



     Penguin spits out a load of eggnog, then splashes the

     rest of the cup down into Alice's coughing face.



                             PENGUIN

               Yes Virginia, there is an

               Anti-christ.



     Penguin flips his cup over his head, smashing onto the

     armored chest of a crouching Alfred.  Penguin bounds up

     into his Duck sleigh as Max, Punch, Juliet, the Mayor,

     and his Staff are packed in along with various Antlered

     Thugs and penguins.



                             PENGUIN

               Oh but really, I have to go.  New

               Year's at my place!

                      (seriously)

               I'd never been to a Christmas

               party before.  It didn't have to

               be like this.  Then again maybe it

               did.



     The Sleigh swooshes back down into the hole.



     Bruce disengages the headgear from the booted and woozy

     penguin and storms up.  He bolts to the Mistletoe Leaf

     and slides it away.  Selina is gone.  Alfred clangs up

     beside him.



                             ALFRED

               There's only one place a man could

               keep so many penguins...



                             BRUCE

               The Old Zoo.  Batcave first...



                             ALFRED

               But the Batmobile can't possibly...



                             BRUCE

               Batcave.



     EXT. THE OLD ZOO--NIGHT



     Swathed back in his malevolent black coat, Penguin does

     a Schwartzkopf strut before a vast legion of penguins.

     The penguins stand in symmetrical attention, each with

     three awesome bombs strapped to its back and the familiar

     headgear on its head.



                             PENGUIN

               Penguins, we stand at the

               threshold of Something.  It's okay

               to be scared.  Many of you won't

               be coming back, many of you don't

               understand a word I'm saying...but

               before your transistor headgear

               takes you away, remember, winning

               isn't everything, but killing a

               lot of people and destroying a lot

               of property is way up there.  The

               liberation of Gotham City has

               begun!



     In drill fashion, the penguin Army splits into two

     divisions; each division swarming into separate Sewer

     pipes.



     INT. A SEWER--NIGHT



     All is quiet in a foggy, musty sewer.  A buzzing noise

     can be faintly heard, when suddenly Batman plows at the

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

     part jet-ski.  The Bat Boat whooshes up and down the

     sides of the sewer.



     INT. THE LAIR--NIGHT



     Max, the Mayor, his staff, Punch, and Juliet have been

     stuffed into the Lair's dirty animal cage, stripped to

     their underwear.



     The Lair has been slicked up for full operation.  The

     windexed TV screens and the glistening control panel are

     showing shots of Gotham City and Gotham Square.  Penguin

     comes off his coaster.



                             PENGUIN

               I always say the opera isn't over

               until the fat lady comes off

               stage, cuts open your stomach, and

               shows you your intestines.  You

               saw how easily I took your

               guardian angel Batman and made him

               look like a filthy demon.  Wait

               till you see what I have planned

               for the rest of Gotham's pilgrims.



                             MAYOR

               You'll never get away with...



                             PENGUIN

                      (pressing button)

               Of course I will....please.  Let's

               start with a little stocking

               stuffer.  I find a good blackout

               gets everybody's juices flowing,

               don't you?



     EXT. THE SEEDY ELECTRICAL POWERHOUSE--NIGHT



     Dwarf One and Dwarf Two have big beepers on their suits

     go off.  They hasten through the gasping and sparking

     complex, before coming to a striking and charismatic RED

     BOX, the soul of the complex, the only thing of the

     powerhouse that looks like it is from this century.  They

     tug loose eight computerized fuses.



     EXT. GOTHAM PLAZA--NIGHT



     The lights of Gotham Square go dead except for some

     strategically creepy lighting.  The INNOCENTS ON THE

     STREET brake with fluttering hearts, getting very nervous.



     EXT. THE SEEDY POWERHOUSE--NIGHT



     Dwarf Two shouts into a walkie-talkie.



                             DWARF TWO

               Phase completed!



     Suddenly a Catwoman claw slams both Dwarves down.



     INT. THE LAIR--NIGHT



     Penguin cackles into a Mission Control microphone.  The

     screens show fearful Gothamites and Penguins marching

     through the sewers.



                             PENGUIN

               Great!  And sorry for calling you

               Shorty.

                      (to his prisoners)

               I know what you're saying "Ooh, a

               blackout.  Big whoop.  What's

               next, crank phone calls?"  Don't

               worry, I won't let you down.



     INT. A SEWER OF PENGUINS--NIGHT



     A division of penguin Commando Bombers motivate in unison

     through a sewer passage.  Their headgear clicks and

     whirs.



     EXT. GOTHAM CITY STREET 



     Another squadron of the penguin mercenaries gush out from

     an open sewer grate and continue to march in eerie form-

     ation through a deserted but placidly pretty city street.



     INT. THE SEWER OF BATMAN--NIGHT



     The Bat Boat slaloms the curved sewer sides, past the

     explosions and the penguins.  Batman flicks out the card

     the Kid gave him.



     INT. THE KID'S GARAGE--NIGHT



     The Kid hangs an ornament on his shabby worktable

     Christmas tree.  On the ornament is a picture of two

     people who must be his PARENTS.  Cold air wafts in from

     his shattered garage door.



                             THE KID

                      (grimly)

               Merry Christmas......Well, at

               least I got to meet Batman and...



     A rickety rotary phone rings.  The Kid picks up.



     INT. THE SEWER OF BATMAN--NIGHT



     Batman sternly articulates through a strange phone device

     attached to his motoring ahead Sewermobile.



                             BATMAN

               The object you stole from me.

               You're going to need it.



     INT. THE GARAGE--NIGHT



     The Kid goes into sheepish distress.



                             THE KID

               Batman, uh, what a pleasant...It's

               been too long...thing I stole?

               I'm a blank, uh, and I don't think

               I like the accusation, I mean...



     INT. THE SEWER OF BATMAN--NIGHT



     Batman tensely enunciates.



                             BATMAN

               The pinwheel-shaped descrambler.

               That you borrowed.  Get it out.

               Now.



     INT. THE GARAGE--NIGHT



     The Kid rustles out the object from a shoebox.



                             THE KID

               Oh, the pinwheel-shaped descrambler

               that I borrowed...Why didn't you

               say...



     INT. THE SEWER OF BATMAN--NIGHT



     Batman remains calm.



                             BATMAN

               Look out your window and tell me

               if you see penguin Bombers coming

               out of your sewer main.



     INT. THE GARAGE--NIGHT



     The Kid reaches out to a worktable curtain.



                             THE KID

               Penguin bomb--?  Is this a--?

               Should really lay off the Batnog.

               Man, hope you're not driv--Whoa...



     The Kid pulls back the curtain and bulges to see penguin

     commandos bubble out a sewer main like ants on a dead

     beetle.



     INT. THE SEWER OF BATMAN--NIGHT



     Batman calms the Kid down, almost amused.



                             BATMAN

               Okay, okay, calm down.  Here's

               what you're going to do....hold

               on...



     Five swimming penguins suddenly appear before Batman,

     firing their payloads.  Batman savagely curls his boat

     all the way up the oval pipe until he is momentarily

     completely upside down.  He swooshes back down past the

     penguins and the resulting explosions.



     Batman takes out the headgear he took off the penguin at

     the club.  It has been opened up to reveal its techno-

     logical origins.



                             BATMAN

               As I was saying...



     INT. THE LAIR--NIGHT



     Penguin dances about the control panel, watching his

     little namesakes taking the street.



                             BESPECTACLED CREEP

               First launch has been programmed

               to commence in thirty seconds.



     EXT. GOTHAM STREET LEADING TO PLAZA--NIGHT



     One of the penguin divisions stops.  Gotham Plaza looms

     ahead.



     EXT. ANOTHER STREET--NIGHT



     The other squadron stops.  Another view of the Plaza

     can be seen.



     EXT. GOTHAM STREET LEADING TO PLAZA--NIGHT



     One of the bombs on each of the halted penguins' backs

     smoothly fulminates and arcs up into the air.



     EXT. GOTHAM PLAZA--NIGHT



     Pinpoint explosions detonate over and into the Plaza like

     a Wrath-of-God case of the measles.



     Architecture erupts with idiosyncratic hits that damage,

     but do not destroy.  The beleaguered Citizens return

     to screaming, running, Godzillaesque madness.



     EXT. OUTSIDE THE GARAGE--NIGHT



     Bathed in Gotham flames, The Kid wrangles upon a bike,

     punching in coordinate numbers into the black, pinwheel

     object.



                             THE KID

               I'll never steal anything again.

               I'll never steal anything...

               especially descramblers.



     He attaches the pinwheel object to his belt and presses

     a button in its middle.  The pinwheel starts to spin.



     EXT. GOTHAM STREET LEADING TO PLAZA--NIGHT



     THE REGIMENT OF PENGUINS.  The headgear ensconced upon

     the penguins begin to whine and rattle like changing

     Airport terminal boards.  The penguins simultaneously

     turn and trot away from the Plaza.



     INT. THE LAIR--NIGHT



     Penguin belches out fraternity-size squawks taking in the

     smoke, fury, and wails of the Gotham City carnage on the

     screen.  The Mayor glowers at Max Shreck, who shrugs his

     shoulder.



                             PENGUIN

               Oh Max, it don't get much better

               than this...



     Penguin convulses into laughter so fierce that he rolls

     to the ground.  He looks up to Max through the bars of

     the cage.  He stops laughing as the music from his

     birth in the opening wrestles control of the soundtrack.

     The sight of a horrified Max in an undershirt through the

     bars recalls the one of the horrified, undershirted

     Angelic Child looking to his caged mutant brother.



                             PENGUIN

                      (poignantly)

               "Honey, don't stare at your

               brother."

                      (unconvincing

                       laugh-it-off)

               Geez, Max, for a second there, I

               thought...



                             MAX

               I am.  Your brother, that is.



     EXT. GOTHAM STREET--NIGHT



     The pinwheel spinning on his belt, the Kid pumps his bike

     down a city street.  Suddenly the two giant divisions of

     penguins magnificently converge out of two side streets

     and march together behind the increasingly weirded-out

     Kid.



                             THE KID

               Oh man...Batman.

                      (nervous snort of

                       laughter)

               I hate him.



     INT. THE LAIR--NIGHT



     Uncharacteristically chilled and shivering, Penguin rises

     as Max contemptuously spills their heritage.



                             MAX

               I liked the idea of a brother.

               Playing catch.  Measles.  Double

               dates.  Did not quite work out,

               did it?  God, I remember the

               first time I looked at you in

               that playpen--those eyes, that

               nose...I always wondered why Mom

               and Dad waited a whole week before

               throwing you down the sewer.



                             MAYOR

               Thanks, Max.  Way to talk him out

               of destroying the city.



                             MAX

               All along, all this time, you've

               been just a poor little rich boy,

               an incredibly hideous poor little

               rich boy, who just wants to go

               back to his Mummy, his Daddy, and

               the legitimacy of his family name.

               Did not quite work out, did it?



                             PENGUIN

                      (softly)

               It's cold in here...



     INT. THE SEWER--NIGHT



     The BABY CARRIAGE THAT PENGUIN'S PARENTS DISPATCHED HIM

     IN lies weathered and rusted in a pool of ooze.  The

     rocketing Bat Boat uncompassionately whams the carriage

     to pieces, cutting off the soundtrack birth music.



     INT. THE LAIR--NIGHT



     Penguin roars out of his sadness, toward the Mission

     Control.



                             PENGUIN

               You don't get it!  I don't need

               you!  You won't let me come to you

               so I'm bringing the city down to

               me!  Penguins are set to fire their

               payloads in how many seconds...



                             BESPECTACLED CREEP

                      (frantically

                       punching)

               Well, uh, funny thing is....Those

               penguins, they're not responding

               so good.  They're kind of turned

               around...Seems somebody jammed our

               signals and...



                             LURID SNAKE WOMAN IN GLASSES

               You think that's bad, take a look

               at this...



     She punches up the controls so the image of Batman plowing

     through the sewers is spread out across the screens.  The

     prisoners burst into cheers.



                             PENGUIN

               ....Why?  Why?  What does he get

               out of doing this?



                             MAYOR

               I always knew Batman would come

               through for us.



     The Elder Penguins simultaneously turn their gray bellies

     and sagely retreat back into the darkness of the back of

     the Lair.



                             PENGUIN

               Elders...Elders, come back!  What

               does your departure at this

               tumultuous...I don't wanna know....



     Penguin dashes toward his rollercoaster track.



     EXT. A HILL--NIGHT



     The Kid heaves and sweats his bike up a hill, the

     penguins puttering behind him.  A popping and hissing

     noise is heard.  The Kid angrily pivots off his bike to

     check the flat.  The vast penguin army calmly stop with

     him.



                             THE KID

               Oh man...



     The Kid throws down the bike and breaks into a jog.

     The penguins chug behind him.  The Kid lopes to the top

     of the hill.  The Old Zoo looms in the distance.



     INT. THE LAIR--NIGHT



     Clown Gunmen load their weapons while buzzing toward the

     Lair's gaping pipe in the motorized Rubber Duck sleigh

     boat.  Also in the boat, the Sword Swallower pulls a

     rifle from his mouth.  They raise their weapons to the

     pipe as the Bat Boat fantastically erupts through the

     grate and violently slams down upon the Rubber Duck hit

     team.



     Penguin frantically runs in place by the rollercoaster.



                             PENGUIN

               Where are these damn carts when

               you need them...



     A cart, also shaped as a Duck, finally rolls by.  Penguin

     dives in.



     Batman curls the Bat Module toward the Mission Control

     island.  He fires off a flurry of machine gun fire that

     tears apart the screens and sends Penguin's henchpeople

     flying.  The Lurid Snake Charmer woman cries down to her

     two shot-to-death pythons.



     The Bat Boat dramatically charges up onto the island.

     Batman bounds out and gives a glance to the rumbling away

     Penguin.



                             PUNCH AND JULIET

               Batman!  Save us!



                             BATMAN

               Later.

                      (regarding Max)

               Much.



     Batman turns back toward his Boat.  A CREEP WITH A HUGE

     RING OF KEYS PIERCED INTO HIS NOSE charges him.  Lowering

     himself, Batman grabs from underneath the charging thug

     and fiercely shotputs his body into a resounding crash

     next to the cage.



     Batman vaults in his boat and spins it toward the tunnel

     of Snow and Ice......while Max reaches down to the ring

     of keys.



     Just as Batman reaches the tunnel, his Bat Module sprouts

     out FOUR STALWART SKI LEGS.  He thunders up the tunnel.



     Penguin's prisoners scramble out of the cage and pull

     themselves into their clothes.



     EXT. THE OLD ZOO AREA--NIGHT



     Penguin swerves his cart off the track and bulldozes

     through the snow, with the forces of fiery boosters, to

     the nearby, buzzing Electrical Set-up.  Penguin slams

     down a huge switch.



     The Gaudy Bulbs of the zoo and its rollercoaster come

     violently to light with most of the ancient fixtures

     harshly exploding.  Shoddy fallen wires drop upon the

     cages like angry snakes.



     Batman storms from the tunnel and immediately blitzes

     Penguin who, with a desperate but not uneuphoric laugh,

     thunders off in his cart.  Penguin maniacally weaves

     through the cages and rotted exhibits with a bit more

     expertise than the equally intense Batman.  Dilapidated

     Lit sculptures crackle and explode.



     EXT. THE OLD ZOO--OUTSIDE THE LAIR--NIGHT



     The Mayor and his bell jingling staff, along with Punch

     and Juliet, belly up from the tunnel and scatter off.

     Max emerges up from the cave in more stately fashion

     until a cat o' nine tails whip wraps and rips him off-

     screen.



     EXT. THE OLD ZOO GROUNDS--NIGHT



     Penguin snarls out a hairpin turn.  Batman slams through

     a strange piece of decrepit zoo architecture and does a

     dangerous snow churning spin into the railing of an

     ominous animal pit, almost flying into the abyss.



     Penguin makes another turn, caterwauling back to Batman

     with a victorious laugh.  Turning around, his monocle

     drops.  Standing at overpowering attention, in front of

     Penguin, is THE KID AND THE STERN FACE LEGION OF PENGUIN

     COMMANDOS.



                             PENGUIN

               My babies...



     Batman and his Ski-boat sallies forth behind Penguin and

     then stops to witness the confrontation with a half-smile.



     The Kid turns off the pinwheel object.  Suddenly, back

     on schedule, the penguins launch out the rest of their

     payload.



     What is left of rundown cages and the decayed Expo-

     tecture is mightily laid to glorious waste in a symphony

     of fireballs.  The Ratty Poodle transforms into a smoking

     crater.



     Bombs bursting holes of black in the snow beside him,

     Penguin wildly retreats.  Batman vrooms after him.



     Penguin's cart charges back upon the track of the

     smoking, but intact rollercoaster.  It rumbles upward.



     Batman squeals his Ski-boat to a stop and vaults off it.

     The Kid rushes up and flips him the pinwheel object.



                             THE KID

               Guess I won't be needing to borrow

               the descrambler anymore.  At least

               not for a while...We save the city

               or what?



                             BATMAN

               Getting there.  I owe you two.

               Got a name?



                             THE KID

               Yeah.....but I like to be

               called...Robin...



                             BATMAN

               Nice name...Oh Robin...



     When Batman turns back around, the Kid, ROBIN, is gone.

     Batman smiles at the utilization of one of his own traits.

     Losing the smile, Batman fires up a grapple to a high

     echelon of rollercoaster track.  He swooshes upward.



     EXT. THE ROLLERCOASTER--NIGHT



     Penguin's rollercoaster cart ramshackles upward, its

     passenger giving feverish looks down below to see if he

     is being chased.  He distraughtly stares to the beauti-

     ful image of Batman gliding up in air before him,

     glimmering in the moonlight.



     Batman unhooks out of his grapple levitation and drops

     down into Penguin's passing-beneath cart.



     Penguin tries to point his umbrella.  Batman bats it out

     of his hand as he rides the cart standing up.  He meth-

     odically pummels Penguin, resembling a boy punishing a

     terry bear.



                             BATMAN

               You're so small and cuddly and

                      (in syncopation with

                       punches)

               So.  Much.  Fun.  To.  Beat.



                             PENGUIN

               Oh come on, cut it out.  This is

               so mature....You're not still mad

               at me for ruining your rep and

               trashing your car, are you?



     Batman gears up for a last savage blow when the roller-

     coaster makes a sudden swerve that sends Batman and

     Penguin crunching out the back of the car and onto the

     track.



     Penguin reaches to his heel and pulls out a HAND

     UMBRELLA.  He wobbles upward with a sweaty, shaky, and

     pathetically fierce confidence.  Batman crouches into a

     kneel to face him.  Penguin shoves in his bent-up

     cigarette holder.



                             PENGUIN

               All I ever wanted was the love of

               my fellow man and their painful

               destruction.



                             BATMAN

               I understand.  I protect the

               people of Gotham City.  From

               themselves.  That means I must

               love.  And despise.  I must be

               the Light.  And the Dark.



                             PENGUIN

               Oh, stall for time, much....Life

               is scary.  You're a man who wants

               to be a bat, I'm a freaky bird who

               wants to be a man.  Did you know

               that I found out tonight that Max

               Shreck is my brother.  Can you

               believe that?



     Batman snorts, then laughs.  Slowly.  Deeply.  Penguin

     contorts in a wild cackle of camaraderie.



                             PENGUIN

               Hey, I wonder what Catwoman's deal

               was?



                             BATMAN

               Actually, she's my girlfriend...



     Batman and Penguin roar even louder.



                             PENGUIN

               You know, we could talk all night

               about why we do what we do, why we

               dress the way we do, who had the

               best childhood trauma, who got the

               worst genes, who's the real

               monster, and what's truly

               human...But hey, in the end it all

               comes down to who's holding the

               umbrella....Any last words?



                             BATMAN

               Yes.  Just two.  Laser Bunny.



     Batman pitches out one of the little orange sirening

     transistors that Penguin used to hypnotize the pigeons

     into the police cars.  The buzzing orange beacon

     attaches itself onto Penguin's coat.



     EXT. THE BATBOAT ON THE GROUNDS BELOW--NIGHT



     Suddenly, an INSANE TRIBE OF BATS billow out of break-

     a-way panels on the Batboat.  They thunder upward to

     the.....



     EXT. THE ROLLERCOASTER--NIGHT



     A freaking Penguin tears off his coat and hot potatoes

     it away.



                             PENGUIN

               I see you brought the whole family

               I'm sure once you get to know

               them...



     Resurrecting up, Batman calmly lobs another orange

     siren-transistor onto Penguin's back at a spot where

     Penguin hysterically flaps to reach but can't.



                             PENGUIN

               I need some famous last words.

               You gotta give me time for some

               famous last words...."Death...is

               like..."



     The black cloud of bats beseige Penguin, biting and

     screeching and battering him off the rollercoaster track.



     The isolated accessory of his bid for respect--his

     monocle--falls and cracks on the ground.



     Penguin's bat-bit body dive-bombs into the rambling Duck

     rollercoaster cart on a track below.



     The force of Penguin's crash landing sends the cart

     sparking on its side.



                             PENGUIN

               "Death is like...."



     INT. THE LAIR--NIGHT



     The cart skids into the Lair, screeching and tipping.  It

     and Penguin make an epic crash landing that completely

     demolishes the Mission Control panel, sending the Lair

     into darkness.  The darkness that the Lair greeted Penguin

     when he was a baby.



     EXT. THE ROLLERCOASTER--NIGHT



     From his gloriously elevated track-top position, Batman

     stares out to see Catwoman dragging Max into the grand,

     sparking electrical power center.



     INT. THE LAIR HIDEOUT--NIGHT



     With a zombie face, Penguin crawls from the rubble of

     rollercoaster into a patch of light.



     EXT. THE GROUNDS BEFORE THE ELECTRICAL PHALANX--NIGHT



     Revealed in her now tattered but still arousing gear,

     Catwoman pulls and drags a pussycatwhipped but still cool

     Max by his neck, through the wild, buzzing electrical

     complex.



                             MAX

               I don't know who you are, but

               there must be something you like.

               I can get it for you, Catwoman.

               Money, jewelry, a very big ball of

               string...



                             CATWOMAN

               Your blood, Max.  I'd like to have

               your blood.



                             MAX

               Pint?



                             CATWOMAN

               Gallons.



     Catwoman flicks forth the familiarly unique stun gun in

     her free hand and gives Max a wee shot that causes him

     to grimace.



                             BATMAN (O.S.)

               Stop.



     Catwoman and Max do, the latter dropping to his knees.



                             CATWOMAN

               Batman, here to save the day.



                             MAX

               Batman!  You are remarkable!

               Again, you're not just saving one

               life, you're saving the whole of....



                             BATMAN

               Shut up, Max.  You're not going to

               be killed.  But you are going to

               be punished.



                             MAX

               But you don't understand.  I'm the

               soul of...



                             BATMAN

               I've heard.  Gotham's getting a

               transplant.



                             CATWOMAN

               Don't be naive.  When people like

               Max say "Jump", we say "Out the

               window or off the rollercoaster?"

               The law does not apply...



     Batman takes a step forward.  Catwoman lightly zaps Max,

     then smashes the gun to the ground, cracking it in two.

     She launches into a fierce cartwheel that ends in

     Batman's abdomen.



                             CATWOMAN

                      (genuinely pleading)

               Please, please...don't make me

               hurt you.  You can't control me.



                             BATMAN

               Don't make me fight back.  I can't

               control myself.



     Catwoman slashes out with her talons, nicking Batman's

     face.  Batman pivots and punches her side.  They both

     sneer in pain and anger and love.



     Max frantically crawls to the dispatched Dwarf One's

     body and pulls a six shooter from the small man's belt.



     Batman and Catwoman stalk each other, almost spitting

     their words.



                             BATMAN

               You've been surrounded by monsters.

               Now you've become one.  Bad move.



                             CATWOMAN

               Oh, now you tell me...



     Catwoman charges forward again.  Batman sweeps his leg,

     tripping her to the ground.



                             BATMAN

               I've seen the middle ground--funny,

               beautiful, wonderfully rude...



                             MAX

                      (rising up)

               What is he talking abou--



                             BATMAN

               I love you, Selina.



     Catwoman springs up and points her talons into Batman's

     neck.



                             CATWOMAN

               I could live with you in your

               castle for ever after, just like

               the fairy tale.  I just couldn't

               live with myself.  I love you, too,

               Bruce.  But don't pretend this is

               a happy ending.



     Catwoman leans forward for a kiss, but instead gives

     Batman a head-butt that causes him to stumble backward.



                             MAX

               Selina, Selina Kyle!  You're fired!

               Bruce, Bruce Wayne!  You're my

               friend!  I'm going to kill you all!



                             CATWOMAN

               Don't flatter yourself.  You're

               not very good at it.



     Max fires into Batman's neck, sending him into a pained

     crouch, then swings the gun toward sauntering forward

     Catwoman.



                             CATWOMAN

               You killed me once.  Batman killed

               me once.  Penguin killed me once.

               I have six lives left.  And you

               only have five bullets.



     Max fires two shots.  One rips into her arm.  The other

     into her leg.  She takes off her mask, not stopping.



                             SELINA

               Four, five.  Still alive.



     Selina bends down and picks up the top half of the stun

     gun.  She continues to yawn forward as Max shoots her

     other arm, her other leg, and her stomach.



                             SELINA

               Six, seven, eight.  Who do we

               appreciate?  Still one life left.

               How about a last kiss, Santey Claus?



     Selina hobbles forward as Max rapidly clicks the empty

     gun.  She shoves the sparking stun gun-half into her mouth

     like an alien retainer and puts her arms around Max as he

     feebly attempts to duck down to the other dwarf's gun.



     She plunges her steel talons into the eight holes of the

     charismatic red fusebox and gives Max a stunning kiss!

     Their bodies buck together, turning into glowing, bolts

     of lightning.  Catlike screams of almost-happiness fill

     the air.



                             BATMAN

               No!



     Batman is hammered back to the ground by the bellowing

     sparkage.



     EXT. GOTHAM PLAZA--NIGHT 



     The lights of Gotham City and Gotham Square flash back

     on!  And off.  On and off.



     The Bat Beacon spookily slams on and off against the sky.



     The lights of the grand Christmas Tree flash on to an

     almost brilliant degree.  Seeing this, the faces of the

     beleagured Gotham Square beam out in a happiness of equal

     brilliance.



     EXT. THE ELECTRICAL COMPLEX--NIGHT



     Batman bounds up after the current conducting Selina, but

     a hand slaps down on his shoulder.  It is Alfred's.

     Batman stops.



     INT. THE DARK LAIR--NIGHT



     Penguin rolls on his back and stares up to the sound of

     Catwoman's haunting wails.



                             PENGUIN

               Catwoman...."Death is like...this."



     Penguin finishes his sentence and probably his life with

     a painfully realistic squawk.  As in birth, as in death,

     the Four Elder Emperor penguins surround their fallen

     disciple in the nostalgic darkness of the lair.  Like

     otherly kingdom Pallbearers, the gray bellied penguins

     lift Penguin up with their beaks and sadly trod him back

     into the darkness.



     EXT. GOTHAM PLAZA--NIGHT



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

     tree lights continue to flash out in wondrous syncopation.

     The Carolers begin singing again.



     Now openly rejoicing at the symbolically glorious light

     show, Gothamites of all shapes and sizes move together

     and link hands.  Santa Claus holds the hand of the

     Adorable Little Girl as the Carolers boom out.  The All-

     American Family--Dad, Mom, and Son--clutching his Batman

     sled, lock together.



     EXT. STREET CORNER--NIGHT



     Punch and Juliet pant up to a street corner.



                             JULIET

               Oh Punch, we have the best job.

               No matter how mighty our clients

               rise and fall, we stay deliciously

               the same.



                             PUNCH

               You're right, you're always right.

               ...I hear the Riddler is hiring.



                             JULIET

               Baby, Fate is our friend.



     Juliet begins to soprano out the Carolers' song as she

     presses the street corner's Walk/Don't Walk button.



     INT. PENGUIN'S BARREN HEADQUARTERS--NIGHT



     The Scoreboard in Penguin's headquarters goes to

     17,000/17,000.



     EXT. THE STREET CORNER--NIGHT



     Punch and Juliet blow up.



     EXT./INT. THE WAYNE ROLLS-ROYCE--NIGHT



     zips past the explosion.  Batman and a driving Alfred

     are crammed together in the front seat.  Batman soulfully

     blinks at the passing ball of fire.



     EXT. CITY HALL--NIGHT



     The Rolls rumbles past the steps of City Hall where The

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

     costumes, come out to reflect up to the flashing bat

     signal.



                             GORDON

               Think he'll ever forgive us?



                             MAYOR

                      (matured)

               Probably not.  But he'll always

               help us.



     EXT./INT. THE WAYNE ROLLS-ROYCE--NIGHT



     putters by the line of beaming citizens.  Batman gives

     off a snort and cynical smile to the rejoicing minions.



                             BATMAN

               I guess this means we won.



     Alfred slams on the brakes.  The car lurches to a halt

     just avoiding hitting Selina's cat, smugly sauntering

     across the road.



     EXT. THE ELEGANT PLAZA CLOCK--NIGHT



     starts tolling the chimes of midnight.



     EXT./INT. THE ROLLS--NIGHT



     starts up again.  Batman makes eye contact with Selina's

     cat.



                             ALFRED

               Sorry, sir and....Merry Christmas.



     Batman pulls off his mask, becoming a moving mixture of

     Man and Superman.  He looks up to the flashing on and off

     Bat signal.



                             BRUCE WAYNE

               Sure.



     EXT. THE BAT BEACON--NIGHT



     flashes slower and slower as the viewer's viewpoint of

     it moves closer and closer.  It suddenly stops flashing,

     leaving only the darkness of the night.



                                                FADE OUT.