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: / Batman Returns.

/ Batman Returns


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!


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.


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.


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.


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...


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.


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.


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.


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.


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.



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.




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.


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.


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.


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.


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...


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?


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...


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.


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.


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.


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.


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..


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.


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.


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?


They both close their eyes.


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.


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.


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.


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.


Selina slowly wakes out of her catlike ball with a purr. She then looks to her watch and freaks upward.


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.


Bruce breaks out the Bat suit and begins to get into it. A live broadcast from Gotham Plaza silently shows on a screen.


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.


The Batmobile coasts into a deserted alley. Batman activates the security cloak. He storms off.


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..."


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.


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!


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.


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?


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.


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 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!


Batman hustles after them.


Commissioner Gordon gloomily watches his men bash open the door.


Catwoman wrenches a resisting, squealing Ice Princess up a staircase. Batman rumbles after them, a floor behind.


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.


Batman crashes up a final set of stairs through a door onto...


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.


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...


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


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.


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.


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...


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.


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?


The bat belt spins to the ground, its chemical payload half-exploding on impact. Frightened Gothamites obli- viously scud past it.


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.


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.


Gotham citizens stop their fleeing to gape at the terrifying sight of Batman flying amid his real-life counterparts.


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.


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.


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...


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.


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.


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.


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.


blasts from the alley and makes a wild turn onto the street.


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.


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...


THE BATMOBILE demolishes a newsstand, scaring off terrified bystanders.


Penguin scratches his chin.

PENGUIN Fire hydrant? Too cliche.

The Batmobile swerves past a fire hydrant, wildly surging...


The Batmobile ferociously heads into the Plaza and buzzes the rejuvenated-in-a-bad-way townpeople.


PENGUIN plays his controls like the Phantom of the Opera.


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.


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.


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.


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.


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.


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.


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!


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.


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....


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!


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.


Penguin falls back off his seat in anger and shock.


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.


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.


Penguin frantically grasps and twists his steering wheel.

PENGUIN What...why?


The wheels of the lifted Batmobile futilely twist and spin.


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.


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.


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.


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.


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!


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.


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.


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.


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.


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.


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.


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.


Batman works through the wires at a more quickened pace.


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.


THE POLICE and the Fire Engine screech in behind them.

STEELY DAME Mr. Cobblepot, he's in the bag!


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.


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.


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.


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.


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.


Batman turns to the Kid.

BATMAN I want to wear him.


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.


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.


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.


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?


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.


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.


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.


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.


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.


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....


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.


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.



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.


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.


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?


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!


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


The Dwarves crank up the Scissor lift. The viewer's viewpoint looks to the bottom of the rising apparatus; its passengers still a mystery.


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...


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.


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!


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.


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.


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.


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.


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?


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.


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.


Dwarf Two shouts into a walkie-talkie.

DWARF TWO Phase completed!

Suddenly a Catwoman claw slams both Dwarves down.


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.


A division of penguin Commando Bombers motivate in unison through a sewer passage. Their headgear clicks and whirs.


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.


The Bat Boat slaloms the curved sewer sides, past the explosions and the penguins. Batman flicks out the card the Kid gave him.


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.


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.


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...


Batman tensely enunciates.

BATMAN The pinwheel-shaped descrambler. That you borrowed. Get it out. Now.


The Kid rustles out the object from a shoebox.

THE KID Oh, the pinwheel-shaped descrambler that I borrowed...Why didn't you say...


Batman remains calm.

BATMAN Look out your window and tell me if you see penguin Bombers coming out of your sewer main.


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.


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...


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.


One of the penguin divisions stops. Gotham Plaza looms ahead.


The other squadron stops. Another view of the Plaza can be seen.


One of the bombs on each of the halted penguins' backs smoothly fulminates and arcs up into the air.


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.


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.


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.


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.


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.


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...


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.


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.


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.


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.


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.


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.


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.


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.


Suddenly, an INSANE TRIBE OF BATS billow out of break- a-way panels on the Batboat. They thunder upward to the.....


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...."


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.


From his gloriously elevated track-top position, Batman stares out to see Catwoman dragging Max into the grand, sparking electrical power center.


With a zombie face, Penguin crawls from the rubble of rollercoaster into a patch of light.


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 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 is hammered back to the ground by the bellowing sparkage.


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.


Batman bounds up after the current conducting Selina, but a hand slaps down on his shoulder. It is Alfred's. Batman stops.


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.


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.


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.


The Scoreboard in Penguin's headquarters goes to 17,000/17,000.


Punch and Juliet blow up.


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.


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.


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.


starts tolling the chimes of midnight.


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.



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.





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