"BATMAN BEGINS" (2005)

BATMAN BEGINS

By

DAVID GOYER

BLACK. A low KEENING which becomes SCREECHING that BUILDS and BUILDS until- RED flickers through black as the screen BURSTS into life: Clouds of REELING BATS silhouetted against a blood red sky, bolting away from camera, MASSING in the sky... FORMING a density the shape of an enormous BAT-LIKE SYMBOL. More BATS mass, swamping the symbol, DARKENING the screen to- BLACK. Distant children’s LAUGHTER which comes closer as- SUNLIGHT flickers through black. Sunlight through trees running through a SUMMER GARDEN. A BOY. Chasing a GIRL. The Boy reaches a Victorian GREENHOUSE. Stands in the doorway catching his breath. This is Bruce Wayne, aged 8, and we are-

YOUNG BRUCE peers down rows of plants on long trestle tables.

No response. Sunlight streams through wrought iron and glass. Young Bruce advances, cautious. He is GRABBED from behind and pulled under a table by a young girl, aged 10. This is RACHEL. She puts her hand over Young Bruce’s mouth.

A woman STRIDES past the windows: MRS.DODSON, Rachel’s mother, housekeeper of Wayne Manor.

Young Bruce stares, wide-eyed. She SMILES. He relaxes. Young Bruce BOLTS out from under the trestle table - SPRINTS for the back door. Rachel TEARS after him.

Young Bruce crouches in the mouth of a DISUSED WELL, peering over the stone wall at Rachel, who searches for him.

CONTINUED: (2) 2.

Young Bruce suppresses a giggle- the BOARDS beneath him GIVE WAY and he PLUMMETS into...

Young Bruce DROPS thirty feet- LANDS painfully on the rubble strewn bottom of the shaft.

Rachel, hearing, RUNS to the well.

Young Bruce lifts his head from damp dirt and rocks, groaning.

Rachel SPRINTS towards the house.

Young Bruce, in shock, groans. He hears SQUEALING- freezes, PEERING into the DARKNESS of an OPENING between rocks...

BATS EXPLODE from the darkness, filling the air. HE SCREAMSCURLS against their flapping, squawking, fluttering BLACKNESS.

A JOLT: OLDER GREEN EYES FLICK OPEN, WAKING... in DARKNESS. Filthy, sweating darkness... and we are in-

The eyes belong to a bearded, weathered, young man’s face. BRUCE WAYNE aged 28. An OLD ASIAN MAN sits staring at him.

Their cell is a tin box. Light seeps through gaps in the roof. Shouts ECHO. Wayne shrugs.

Wayne and the Old Man line up for gruel. PRISONERS are scattered in small groups. All eyes on Wayne.

Wayne holds out his plate. Watches gruel dribbled onto it.

Wayne turns from the table. His path is blocked by an ENORMOUS MAN, backed by six aggressive prisoners. The Enormous Man SMASHES his plate away.

He PUNCHES Wayne- Wayne goes down hard.

Wayne picks himself up. Dust himself off.

CONTINUED: (2) 4.

The Enormous Man SWINGS again- Wayne CATCHES his fist, KICKS the big man’s knee out an, as he goes down, BOOTS his face.

Six Prisoners RUSH Wayne all at once... Wayne fights skillfully and hard, FLIPPING one prisoner into another, KICKING as his arms are held... several Prisoners hit the deck before- GUNFIRE- two GUARDS break it up, shooting into the air... they GRAB Wayne.

The Guard points angrily at the unconscious prisoners.

Wayne is tossed into the dark cell. The door SLAMS.

VOICE (O.S.) I often wonder at the riches to be found in dark places.

The voice is mellifluous. European. It comes from the shadows of a deep corner of the cell.

Wayne can make out the profile of a MAN seated in the corner.

CONTINUED: (2) 5.

Wayne reacts to his name. The Man steps into the light: powerfully-built, distinguished, in a well-cut SUIT AND TIE.

Ducard approaches Wayne. Looks deep into his eyes.

Wayne’s eyes flick away from Ducard’s penetrating gaze.

Wayne nods, conceding the point.

CONTINUED: (3) 6.

Ducard moves to the door. Knocks. It is opened by a guard.

Ducard looks at Wayne with a glint in his eye.

The door slams shut leaving Wayne in DARKNESS...

Silence. Young Bruce lies there, exhausted, weeping softly.

Young Bruce looks up: a FIGURE, long coat billowing, is lowered down the shaft... THOMAS WAYNE, Young Bruce’s father.

Thomas carries his son towards the house. At his side, a 50- year-old man in a somber suit calmly coils a rope: ALFRED.

CONTINUED: (2) 7.

They pass a tearful Rachel standing with her mother.

Thomas carries Bruce up the main stairs. The house is vast and grand, but full of flowers and life. Bruce’s Mother (MARTHA) appears at the landing, distraught.

Alfred moves to the bedside. Looks down at Young Bruce.

Young Bruce looks up at Alfred. Manages a slight smile.

Alfred reaches up to the curtains. Young Bruce says nothing.

Alfred smiles gently. PULLS the curtains shut, and we-

An exquisite double-bloomed BLUE POPPY... and we are-

A field of the blue poppies. Wayne approaches. Picks one. Studies its brilliant blue in the cold sunshine.

Wayne, exhausted, freezing, hungry, wanders up the street. As locals see him they head inside. DOORS SLAMMED, BOLTED.

Wayne turns to find a YOUNG CHILD STARING at him. The Child POINTS at the blue flower pinned to Wayne’s chest. An OLD MAN appears at the Child’s side.

Wayne looks at the Old Man. Then carries on up the mountain.

Wayne, struggles through DRIVING SNOW up an ICY RIDGE...

He clears the ridge, FLOPS down into the snow, Painfully raises his scarf-wrapped face to the cutting wind to see a MONASTERY perched on jagged rock.

Wayne climbs up the steps to the VAST DOORS of the monastery. Unwraps a severely FROSTBITTEN FIST. POUNDS against the icecovered wood, knocks ECHOING deep within.

Nothing. Wayne lowers his forehead to the door, shoulders wracked by SOBS, pounding accelerating to a FRENZY.

A GRINDING noise from within. Wayne STOPS, straightens. The doors SWING OPEN to DARKNESS...

Wayne shuffles forward into a low-ceilinged wooden hall lit by flickering lamps. Hands trembling, Wayne pulls at brittle scarves. He STARTS as the doors THUD shut behind him.

At the far end, on a raised platform, sits a dark robbed figure; RA’S AL GHUL. Wayne moves unsteadily towards him...

CONTINUED: (2) 9.

ARMED WARRIORS of various races emerge from the SHADOWS: BOWS taut, SWORDS drawn... NINJAS. Wayne freezes.

The Warriors hold. Wayne looks at the source of the command: Ducard leans against a nearby pillar.

Wayne reaches into his layers of clothing. Pulls out the DOUBLE-BLOOMED BLUE POPPY. Holds it out, shaking.

Ra’s Al Ghul starts to speak in Urdu. Ducard TRANSLATES.

Ducard takes the flower. Considers its delicate blue petals.

Ducard threads the flower through the buttonhole of his lapel. Wayne looks at Ducard, shaking with hunger and fatigue.

Ducard KICKS him- Wayne Crashes to the floor.

Wayne crawls, gasping. Ducard STRIKES him in the ribs.

CONTINUED: (3) 10.

Ducard turns- WHIPS his leg in a fearsome roundhouse KICK aimed straight at Wayne’s NECK-

-but Wayne BLOCKS the kick with a lateral movement of his forearm. He stares at Ducard, eyes BLAZING. Ducard SMILES.

Wayne RISES. Assumes a martial STANCE. Ducard STRIKESWayne BLOCKS and PARRIES, driving his body through pain into a series of FLUID, SKILLED moves...

Ducard GRAPPLES Wayne, BRAWLING, BITING, ENERGIZED, MESSY...

DUCARD (CONT’D)

Facing death you learn the truth... Ducard’s head smashes Wayne’s cheek- Wayne FALTERS-

Ducard SMASHES him in the groin.

Ducard SLAMS Wayne’s chin, sends him DOWN HARD.

Ducard crouches at Wayne’s side. Looks into his glazed eyes.

Ducard pulls the flower from his lapel. Leans in close to replace it on Wayne’s chest, his lips at Wayne’s ear...

VIOLENT FLAPPING, SCREECHING BLACK RATS- swarming, chittering-

Young Bruce’s eyes OPEN, and we are-

Young Bruce, breathing hard. Light cuts across the bedclothes. He looks to the door. Thomas is there.

Young Bruce nods. Thomas approaches. Sits on the bed.

Thomas smiles back, reaches into his dressing gown pocket.

Young Bruce nods, eager. Thomas pulls out a long jewel case. He opens it: PEARLS glow in the half-light.

Young Bruce GRINS. Thomas winks at him, SNAPS the case shut.

Young Bruce watches the glory of Gotham glide past. His parents beside him, dressed up- Martha idly stroking her pearls. She smiles at Thomas.

Thomas draws a CIRCLE in the CONDENSATION on the window...

Thomas draws SPOKES through the circle, creating a WHEEL. Thomas TAPS his diagram at the central HUB of the wheel, then points through the glass to a tall 1930’s SKYSCRAPER.

The monorail train TURNS INWARDS on a "SPOKE"... SHOOTING towards the central station at the base of Wayne Tower.

Young Bruce STARES at the MAGNIFICENT STATION. He looks up through the vaulted glass ceiling... WAYNE TOWER rises above... Rich ORCHESTRAL STRINGS rise, and we are-

A gilded house packed to the rafters for Boito’s Mefistofle. Young Bruce seated between his parents, On stage: WITCHLIKE CREATURES cavort. DARK BIRDS on wires descend, FLAPPING.

Young Bruce STARES, uneasy, at their VIOLENT motions.

INSERT CUT: BATS EXPLODE FROM A DARK CREVICE.

Young Bruce starts breathing faster, STARES fixedly.

CONTINUED: (2) 13.

SCREECHING, FLAPPING BLACK BATS SWARM ALL AROUND...

Young Bruce, gulping PANIC breaths, looks around for an exit- they’re in the middle of a row. He GRABS his Dad’s arm.

Thomas stares at his son, confused. Martha looks over. Young Bruce looks at his father, PLEADING. Thomas nods. They make their way along the row, Thomas nodding apologies...

The Waynes emerge from a side exit. Martha crouches before Bruce, tries to meet his eyes. He stares down, ashamed.

Martha looks up. Thomas gives her a conspiratorial look.

Young Bruce looks up at his Dad, who winks. Young Bruce smiles gratefully.

Thomas, coat over his arm, ushers his family down the dark alley, heading for the WELCOMING GLOW of the main boulevard.

A FIGURE emerges from the shadows in front of them. A MAN. With a GUN. Shifting uneasily.

CONTINUED: (2) 14.

Thomas hands Young Bruce his coat, then reaches for his wallet. The Man JERKS the gun at Thomas, eyes DARTING. Young Bruce stares up at the gun TREMBLING in the Man’s hand.

The man GRABS at the wallet but FUMBLES it. It FALLS. The Man glances down at the wallet then back to Thomas, scared.

The Man crouches for the wallet, eyes on Thomas.

The Man feels for the wallet, looks at Martha. Her pearls.

She starts pulling off her rings. The Man JERKS the gun at her neck. Thomas STEPS protectively in front of his wife.

BOOM. Young Bruce FLINCHES. Thomas looks down at his bleeding chest. Then back to the Man, saddened.

Thomas CRUMPLES. Martha SCREAMS. The Man REACHES for Martha’s pearls- but she SCREAMS desperately for Thomas.

But Martha FLAILS, trying to grab her fallen husband.

The Man SHOOTS her. Then YANKS at her necklace, which BREAKS. Spilling PEARLS all over the asphalt.

The Man stands. Turns to Young Bruce. Who STARES at him. Uncomprehending. The Man cannot bear the boy’s gaze...

And then he RUNS. Young Bruce looks at the bodies of his parents. DROPS to his knees, head down: PEARLS dot the asphalt beneath him. Some of them are bloody.

Young Bruce starts to SHIVER.

CHAOS: REPORTERS and COPS vying for a piece of the crime of the decade. In the Captain’s office, Young Bruce. Bewildered, forgotten. Still clutching his father’s overcoat.

Young Bruce looks up: a young beat cop stands over him- JIM GORDON (29). Gordon crouches, reaches for the coat. Young Bruce huddles over it, protective.

Gordon’s tone prompts Young Bruce to trust him. Gordon takes the coat, DRAPES it gently across Young Bruce’s shoulders.

Gordon turns to CAPTAIN LOEB, who glares at him.

Gordon NODS at Young Bruce, whose eyes wish Gordon would stay. Gordon leaves. Loeb turns to Young Bruce.

Young Bruce looks up at him dazed. Uncertain.

Snow falls over two open graves. MOURNERS disperse, guided by SECURITY GUARDS. Alfred stands with Young Bruce. A man approaches, EARLE (47). He nods at Alfred, crouching.

Young Bruce looks blankly at Earle.

Mourners file towards the gates. Rachel walks with her mother. Looks up at Bruce’s high window. Sees him watching. Waves. Young Bruce pauses, then returns the wave.

Alfred enters. Looks tenderly at Young Bruce’s back.

No response. Alfred turns.

Alfred turns back. Young Bruce is looking at him with TEARS POURING down his cheeks. Alfred tilts his head.

Alfred’s mouth opens.

Alfred moves to Young Bruce, taking the boy in his arms.

CONTINUED: (2) 17.

Alfred holds Young Bruce away to look directly into his eyes.

Young Bruce nods. Then BURIES his face in Alfred’s chest, sobbing.

Tears well in Alfred’s eyes as he HOLDS the boy, watching snowflakes swirl past the window.

Ducard leads Wayne along a screened passage overlooking extraordinary mountains.

Ducard opens a door...

Leads Wayne onto a MEZZANINE LEVEL stacked with boxes and bottles. NINJAS pour powders into packets, mixing compounds. Ducard takes a pinch of a powder- throws it down- BANG! Wayne FLINCHES- Ducard SMILES good-naturedly.

CONTINUED: (2) 18.

Ducard hands Wayne a pinch of the powder.

Wayne listens to this. Tosses the powder- BANG!

Wayne and Ducard CIRCLE each other on the ICE, SWORDS poised to strike. Dark figures in the white and blue landscape.

Ducard STRIKES at Wayne, who DEFLECTS the blow using a SILVER GAUNTLET with THREE SCALLOPS (thick, hook-like projections). Ducard SKIDS left, breath STEAMING, feinting with his sword.

Wayne steps sideways on the ice, his foot landing on a thin patch which CREAKS, water BUBBLING underneath.

Wayne STRIKES- Ducard BLOCKS with his own BRONZE GAUNTLET. Wayne SLIPS right and FLIES IN with a short THRUST- Ducard’s arm flips down in a backhand move-

Ducard CATCHES Wayne’s sword in one of his SCALLOPS.

Ducard ROTATES his arm, WRENCHING Wayne’s sword from his grasp- it SKIDS along the ice.

Wayne, ENRAGES, dives at Ducard, SWINGING at him with the scallops, FURIOUS, RECKLESS. Ducard parries with his sword, they LOCK- noses inches apart, Wayne BREATHING... ANGRY...

CONTINUED: (2) 19.

Wayne considers this... breathing slowing... CALMER... they separate.

Ducard regards the harshly beautiful landscape.

Wayne stares at Ducard.

Ducard STRIKES DOWN at Wayne with his sword. Wayne BLOCKS the strike with FOREARMS CROSSED, SLIDES BETWEEN DUCARD’S LEGS across the ice to where his sword lies.

GRASPING his sword he SPINS, SWEEPING at Ducard’s feet. Ducard LEAPS- Wayne CATCHES his foot, brings him down onto the ice. Wayne THRUSTS his sword at Ducard’s throat-

CONTINUED: (3) 20.

STOPS INCHES from Ducard’s bare neck. Ducard freezes, arms at his sides. Wayne looks down at Ducard, SMILING in triumph.

Ducard smiles. Shakes his head.

Ducard TAPS the ice beneath Wayne’s feet with his sword- the ice gives way, PLUNGING Wayne through the surface.

Ducard feeds a small FIRE. Wayne RUBS his arms, SHIVERING violently against hypothermia. Ducard looks at him.

Wayne rubs his torso, NODS at Ducard. Ducard feeds the fire.

Even in his shivering, Wayne REACTS to this.

A monorail pulls into the platform. Disgorges passengers.

Amongst them, Bruce, AGED 20, holding a bag. He sees Alfred, now 62, craning his neck, SEARCHING. He waves.

CONTINUED: (2) 21.

Bruce looks sadly at the DECAY to his father’s station: glass CRACKED, marble chipped, HOMELESS bundled in shuttered storefronts... He looks up through the sparing glass: WAYNE TOWER looms overhead, gold lettering catching the sun...

Alfred glances at Bruce in the rear-view mirror.

Bruce smiles, sardonic. Looks out at the trees flashing by.

Alfred purses his lips, IRRITATED.

Bruce STARES up at house. Alfred pulls the bag out of the car and, to Bruce’s surprise, DROPS it at Bruce’s feet.

Alfred leads Bruce up the main staircase. The house is now dark and empty. Dust-cloths cover much of the furniture.

Alfred turns on Bruce, angry.

Bruce stares at Alfred. Eyes burning. Chastened.

CONTINUED: (2) 23.

Bruce sags under the burden of Alfred’s faith. He opens the door to his bedroom, then turns back to Alfred...

Alfred looks at him, curious.

Bruce shrugs, hard to read. Then enters his old bedroom.

Bruce puts his bag on the bed. Looks around the room.

At the mantel, Bruce stares at a framed photograph: Young Bruce on his Dad’s shoulders, arms raised in triumph. Bruce wipes dust from the photograph. Smiles at it.

INSERT CUT: Young bruce on Thomas’s shoulders- Thomas TIPS back, threatening to drop Young Bruce who LAUGHS and LAUGHS.

Bruce moves to the bed. Opens his case.

Inside it is a GUN.

Rachel, now 23, stands by her car looking up at the house. She can see Bruce in the window. She gives a small wave.

Bruce returns Rachel’s wave. Then FINISHES LOADING HIS GUN.

Bruce walks down the drive to Rachel. He smiles gently.

Rachel smiles. Looks down at her shoes. Then back to Bruce.

Bruce shakes his head, opens the car door. Rachel sighs.

Rachel’s car heads towards the golden spires of Gotham. Bruce stares out the window in silence.

Rachel pulls into the PARKING LOT of the COURTHOUSE. Parks. Bruce looks at her through the strained silence.

Rachel almost says something. Then SHRUGS.

Rachel looks at Bruce. Considering. Gently NODS. Bruce nods back. Rachel opens her door and starts getting out.

Bruce slips out his GUN, placing it on the ground behind the front wheel of Rachel’s car as he gets out.

A small bureaucratic proceeding. A five person PANEL. Bruce sits amongst the OBSERVERS. Watching the back of Chili’s head. Rachel’s boss, FINCH, addresses the panel.

The CHAIRMAN nods, consults his paperwork.

Chill REACTS, TURNING. Bruce STUDIES his weathered face.

CONTINUED: (2) 26.

Chill notices Wayne’s cold eyes. Has to look away. Bruce RISES, walks out, all eyes on him. Including Rachel’s.

Bruce MOVES to Rachel’s car. Picks up his GUN, stuffs it up the sleeve of his overcoat. Waits.

The side exit opens and two COPS come out. A shout goes up from the pressmen around the front of the courthouse.

REPORTERS swarm around the building as Chill emerges.

Chill, head down, presses on. Bruce straightens. Breathes. Starts WALKING towards Chill. A Reporter SPOTS him.

The Reporters clear a path, eager for a confrontation.

This one catches Chill’s eye- blonde, local t.v. type. Bruce’s hand DROPS to his side as he MOVES... he’s BREATHING HARD... THINKING... DECIDING...

She THRUSTS a gun at Chill’s chest and FIRES. Chill DROPS-

Bruce STOPS in his tracks. Reporters DIVE for cover- COPS jump on the Blonde Reporter, pinning her...

Bruce. Fifteen feet away. Loaded gun up his sleeve. Face as uncomprehending as the night Chill killed his parents. Rachel moves to Bruce, pulling him away from the chaos.

CONTINUED: (2) 27.

Bruce yanks his arm away.

Rachel drives. Bruce sits there, hands in his lap. Staring. Rachel glances over at him. Then pulls over. Turns to him.

Rachel looks at him, appalled.

Rachel pulls out into the street.

CONTINUED: (2) 28.

Rachel YANKS the wheel-

Rachel’s car SCREECHES across two lanes, onto an EXIT RAMP.

The streets below are DARK, crowded and THREATENING-

Rachel gestures at the filthy streets. Down dark alleys- shadowy figures conduct business.

They pull up in front of a BASEMENT CLUB.

Rachel turns on Bruce.

CONTINUED: (2) 29.

She pokes him in the chest. Bruce looks down at her finger.

Rachel looks at Bruce strangely.

Bruce pulls up his sleeve. Turns his hand over. Rachel stares at the GUN in his hand, SHOCKED.

She looks at Bruce. Then SLAPS him. Bruce does nothing. Rachel SLAPS him again and again... Nothing. She stops. Tears flowing.

Rachel points at the gun. Looks into Bruce’s eyes.

Bruce stares at Rachel. Opens his door.

Bruce watches Rachel’s car disappear. Turns to look at the line of SHIPS in the harbor. He makes his way to the water. Takes out his gun. Turns it, STUDIES the light off its metal-

INSERT CUT: the TREMBLING BARREL of Chill’s gun, inches from Thomas Wayne’s chest.

Bruce, with contempt, FLINGS his gun into the black water.

Bruce walks towards the entrance. A BOUNCER steps out, looking at him with contempt.

Bruce pulls a massive wad of cash from his pocket. Splits it in two. Offers one half.

The Bouncer looks at Bruce. Takes the money.

Bruce watches the entrance from the shadows. Two THUGS escort a thickset man out of a club. The Bouncer waves-

The three men move towards a waiting limo-

WHAM- one Thug takes a kick to the head, goes down- Bruce steps from the shadows- the Second Thug goes for his gun- Bruce GRABS his arm- CHOPS his throat- JUDO FLIPS the thug...

Bruce turns to Falcone who looks at him, curious.

The First Thug lunges at Bruce with a KNIFE- Bruce puts him down with a graceful SWEEP-

CLICK. A gun is at Bruce’s head. Held by the Bouncer.

CONTINUED: (2) 31.

The Bouncer pistol whips him once, hard. Bruce goes down. The Bouncer drops Bruce’s money onto him.

Bruce looks up at Falcone. Spits blood.

Falcone lights a cigar. Stares down at bruce. Ice.

Falcone turns. His thugs get into the limo with him. Bruce watches it slide into the night. Struggles to his feet...

Bruce walks the docks, wiping blood from his mouth. SHADOWS in doorways mark his progress. Three YOUTHS approach. Bruce stiffens, but they cross the street to avoid him.

Bruce turns. A HOMELESS MAN warming at a flaming oil drum. One of many HOMELESS clustered around the docks.

CONTINUED: (3) 32.

Bruce STARES at the man. Thinking. Takes out his wallet. Removes the money. Hands it to the Homeless Man.

Bruce DROPS his wallet into the fire. The Homeless Man LAUGHS. Bruce pulls off his tie, throws it into the fire. He pulls off his overcoat, bundles it up ready to-

Bruce looks at the Homeless Man, who has removed his own. They EXCHANGE clothing.

Bruce smiles.

Bruce, less incongruous in his "new" coat, moves down towards the stacks of containers...

Bruce wanders the stacks. A HORN sounds. Bruce’s eyes lock onto the ship preparing to leave. Bruce runs towards it trough the shadows...

And we are-

Ducard LEAPS up onto a STONE WALL. GRABBING ON using pikes on his palms and on his feet. Wayne watches.

Ducard gestures up to the top of the 50-ft wall.

Bruce JUMPS up onto the wall, HIGHER than Ducard. Confident.

Ducard reaches up for another handhold. Slowly.

Bruce picks up a mango from a stack to examine it. As he does so he uses his lower hand to slip a PLUM into his pocket.

Bruce squats in a doorway. Bites hungrily into his plum. He looks up. A CHILD in rags sits in the next doorway, STARING. Bruce stares back, juice dripping.

Bruce hands the Child the plum. Licks his fingers. Hard.

Bruce (bearded, filthy) in a crowd, with an ELDERLY MAN.

The Elderly Man SPOTS a BUSINESSMAN hurrying along- STEPS into his path, engineering a COLLISION, tumbling to the pavement. The Businessman and Bruce both CROUCH to help.

Bruce SLIPS the Businessman’s wallet out of his pocket. The Businessman moves off. Bruce shows the Elderly Man the wallet for APPROVAL. Then HURRIES after the Businessman.

Bruce CATCHES the Businessman, gives him the wallet. The Businessman thanks Bruce- noticing his destitution, he HANDS Bruce a banknote. Bruce nods thanks.

Bruce tries to crack a safe under the supervision of a YOUNG TOUGH. The Young Tough shakes his head, spins the dial and whips open the safe. Showing Wayne the action.

At a table with a CHINESE BOSS and SEVEN CRIMINALS drinking, laughing, showing each other their spoils (watches, phones).

A TRUCK races through the door. Two Criminals yank the doors shut after. Bruce and the Boss jumps down from the cab.

Bruce turns to the Boss wary.

Bruce rolls his eyes. Looks at the Boss with contempt.

The doors EXPLODE COPS burst in, shouting in Mandarin.

The back of the truck is opened. Cops inventory piles of BOXES pulled out of the back.

Bruce sits in a line of criminals, hands cuffed behind back. A Cop YANKS him to his feet, hauling him over to an OFFICER.

The Officer smiles solicitously at Bruce.

The Officer, surprised, waves Bruce away. Looks at the truck.

He KICKS a BOX: CLOSE ON the WAYNE INDUSTRIES logo.

Wayne and Ducard cling to the wall just short of the roof, eyes LOCKED. Both are in AGONY, sweat-drenched, STRAINING.

Ducard BLINKS. REACHES for the roof and pulls himself up. Wayne closes his eyes in relief. Ducard pulls Wayne up onto the roof. They lie there in the half-light. Ducard turns to Wayne. Puts a hand on his shoulder. Proud.

Close on Wayne’s BLUE POPPY- now SHRIVELED DRY- on the altar. Wayne, clad in black ninja uniform watches as Ducard, also in black, picks it up, takes a pestle and mortar, drops in the dried flower, and grinds it to dust.

Ducard pours the dust into a small brazier. Lights it. Motions to Wayne, who approaches the smoking altar.

Wayne breathes the smoke. He shakes his head, REACTING to the effects of the smoke... his mind is plagued by IMAGES:

Chill’s trembling gun- Young Bruce FALLING- Thomas STAGGERING-

Ducard puts on his ninja mask. Motions Wayne to do the same. Wayne STRUGGLES to think through the effects of the smoke...

As if in reply, DOZENS of NINJAS step forward from the shadows: the hall is filled with identical Ninjas. Ducard has melted into the crowd. Wayne raises his guard...

Ducard STRIKES at Wayne- Wayne SPINS, PARRIES- but Ducard has gone. The Ninjas movie in unison, forming WALLS...

The Ninja nearest Wayne TURNS and SLASHES- it is Ducard. Wayne LEAPS sideways, ROLLING through the wall of Ninjas. He looks at his arm- it has been slashed, the uniform torn a dead giveaway. Wayne looks around, crouched, READY...

One wall of Ninjas PARTS, revealing a WOODEN BOX. Wayne stares at it, MIND SPINNING from the smoke.

CONTINUED: (2) 38.

Wayne cautiously approaches the box. Carefully lifts the lid. PEERS inside...

BATS EXPLODE from the box, FILLING the air- Wayne dives away from the box, STARING up at the squawking bats- flinching...

Ducard LEAPS at Wayne, who ROLLS sideways, blocking- Wayne turns to face Ducard, but he is lost in the Ninjas, bats filling the air, Wayne FLINCHING with their attacks...

Wayne stays low, SLASHES the arm of the Ninja nearest him- the man does not move. Wayne turns. Fighting to THINK.

A Ninja paces softly through the crowd, as he speaks, we can tell this is Ducard...

Ducard falls in behinds a Ninja with a SLASHED SLEEVE... He KNOCKS him to his knees, sword against throat-

Ducard pulls off his own mask. Disappointed.

A SWORD IS AT DUCARD’S NECK- Wayne is behind him, pulling off his mask. Ducard looks around... several of the Ninjas around them have slashed sleeves. Ducard smiles.

The Ninjas TURN, in unison, and sit.

Ra’s Al Ghul is seated on a small stage at the head of the room. Ducard leads Wayne to sit down in front of Ra’s. A Ninja places a tray between them: a bottle and a burning candle. Ducard places the candle in front of Wayne and hands him a small glass. Ra’s Al Ghul begins speaking in Urdu.

Wayne tips back the glass. Strong stuff.

CONTINUED: (3) 39.

Wayne leans forward to blow out the candle. PAUSES. Looks at the rows of seated Ninjas.

Ra’s stares at Wayne. Starts speaking...

Wayne turns to Ducard.

Ducard looks at Wayne, troubled.

CONTINUED: (4) 40.

Wayne stares down at the flickering candle. At the bottle. Wayne FLICKS his sword out, SMASHING the bottle, TIPPING the candle- FLAMES spread across the wooden floor-

Wayne STRIKES Ducard in the head with the butt of his sword, DOUSES his mask in the liquid fire and TOSSES it back into the mezzanine where the explosive powders are stored...

Ra’s LEAPS from his throne, STRIKING at Wayne with his sword- Wayne parries- EXPLOSIONS roar from the balcony, shooting flame across the ceiling- Ra’s and Wayne fight as EXPLOSIONS surround them...

Wayne LEAPS clear as FLAMING DEBRIS collapses onto Ra’s, CRUSHING him... the flames are rising, Ninja bodies are strewn around, fresh explosions rip across the hall as Ninjas flee and Wayne spots Ducard lying unconscious.

Wayne PICKS UP Ducard, hauls him out of the Throne room, into a passage, SMASHING THROUGH an ornate screen...

Wayne and Ducard CRASH down onto a steep slope of ice and rock, the monastery exploding above them... Wayne rolls over, GRABS a rock, looks across to see-

Ducard UNCONSCIOUS, SLIDING down the icy slope. His limp form ROTATES, spinning as his body gathers MOMENTUM, rushing towards the EDGE of the CLIFF...

Wayne DIVES AFTER HIM, SLIDING HEAD-FIRST down the ice... the cliff closer and closer as Wayne RACES after Ducard...

MERE FEET FROM THE CLIFF EDGE, Wayne GRABS Ducard- raises his free GAUNTLET-CLAD ARM, and SMASHES AT THE ICE, DIGGING IN with the BRONZE SCALLOPS... STOPPING on the edge- Ducard HANGS LIMPLY over a tremendous drop- Wayne STRUGGLES with the dead weight. Wayne PULLS Ducard up onto the ice. BREATHING.

Wayne CARRIES Ducard down the road.

Wayne KICKS the door open. The Old Man he saw on his way up the mountain stares back at him. Then motions Wayne to put Ducard down onto some mats. The Old Man wipes blood from Ducard’s temple. Looks at Wayne, who is moving to the door...

Wayne stops. Turns. Looks back at Ducard.

Wayne puts his hands together in formal salute. Bows.

A smoky inn, full of SHERPAS and CLIMBERS. Wayne enters, FILTHY, RAGGED. Conversation CEASES. Everyone STARES.

Wayne uses a phone at the bar, waiting for an answer-

Wayne SMILES at Alfred’s familiar voice.

CONTINUED: (2) 42.

Wayne glances around.

A curious Sherpa nearby NODS at Wayne.

Wayne steps out of the washroom, clean-shaven, fresh tailored clothes. The jet breaks cloud, revealing GOTHAM bathed in glorious SUNRISE. Wayne looks out at the city. Alfred, sleeping opposite, opens an eye.

CONTINUED: (2) 43.

Alfred SMILES to himself. Closes his eyes again.

Wayne stares at the vast city beneath them as the jet BANKS.

MOVING over SPIRES of the city catching GOLD of first light.

Wayne, cross-legged on the floor, STUDIES a thick report. Circles something, closes it. Draws another from a STACK.

Alfred makes tea. A television plays: business news.

Alfred looks up: Earle is being interviewed.

CONTINUED: (2) 44.

Wayne HEARS a CHITTERING. He rises, moving out into the main hall...

Wayne STARES: a small shadow SPUTTERS around the ceiling...

Wayne turns to find Alfred standing there with a tea service.

Wayne watches the dark shape FLICKER around the ceiling.

Wayne walks across the gardens to the greenhouse. He wears a long overcoat, a coil of rope over one arm.

Now derelict. Glass cracked or missing, paint peeled from wrought iron. Wayne stands in the entrance, remembering-

INSERT CUT: Rachel, LAUGHING, SPRINTING between the tables.

DARKNESS, punctured by LIGHT as BOARDS are YANKED, splintering from the mouth of the well, high above.

Wayne LOWERS himself down the shaft, overcoat billowing. He undoes his rope at the bottom. TURNS, finding-

The DARK CREVICE between the rocks. Wayne CROUCHES, pushing into the BLACKNESS, crawling through into-

Wayne climbs down a jagged rock crevice. Air blows in his face. The crevice WIDENS into a low-ceilinged chamber. Wayne hears the RUSH of WATER. He crouches, advances through the low chamber. It turns DOWNWARDS, steeper- Wayne carefully slides on his back, LOWERING HIMSELF into...

LIMITLESS BLACK. Wayne stands. A ROAR of water now. He REACHES into his coat, pulls out a CHEMICAL TORCH. CRACKS it, throwing LIGHT into...

A VAST CAVERN. An underground RIVER, a JAGGED ceiling, far above, which, as Wayne PEERS, starts to MOVE-

BATS EXPLODE from the ceiling. THOUSANDS DESCEND, SCREECHING, attracted to the light- Wayne instinctively CROUCHES. But as they SWARM around him terrifyingly...

Wayne RISES to his feet amidst a CYCLONE of bats, watching the fluttering blackness with a profound CALM.

And he knows the symbol he must use.

Wayne stares at the DECAY. Sadness gives way to anger.

The Rolls pulls up onto the Plaza in front of Wayne Station. The station is deserted. Derelict. Wayne gets out, staring.

CONTINUED: (2) 46.

A board meeting in full swing. Earle presiding. He is addressing a portly, distinguished man at the other end. This is JUDGE PHELAN.

Wayne walks past the young, beautiful ASSISTANT sat her desk.

The Assistant gets to her feet.

Wayne turns to her. Smiles.

The Assistant RECOGNIZES him, stands there, SHOCKED.

As the door OPENS, Earle looks over, annoyed.

Earle STARES. Dumbstruck. All heads TURN- Wayne smiles.

CONTINUED: (2) 47.

SILENCE. Earle gets to his feet, approaching Wayne, STARING. He SHAKES Wayne’s hand, claps the other on his shoulder.

Nervous chuckles. Judge Phelan stares at Wayne, incredulous.

Earle takes this in, nodding.

Rachel HURRIES down marble stairs to catch Finch.

They walk out into the parking lot...

Finch, uncomfortable, TURNS. Rachel WATCHES him exit...

In the back seat, Wayne WATCHES Rachel standing there.

CONTINUED: (2) 49.

Wayne wrestles for a moment...

Alfred pulls out with a touch of disappointment.

A massive WAREHOUSE, stacked with crates, odd-shaped under dust covers, lab equipment. LUCIUS FOX, aged 52, leads Wayne through the stacks, speaking in calm, knowledgeable tones.

Fox pauses, turns to Wayne, a wicked gleam in his eye.

CONTINUED: (2) 50.

Fox stops at a tall CRATE. Checks paperwork. Opens the crate: a BODYSUIT- clear silicone over jointed armor.

Wayne feels the fabric of the suit.

Fox HACKS at the suit with his pen- it doesn’t even mark.

Fox looks at Wayne. Suspicious.

Fox shrugs. Puts the lid back on the crate.

CONTINUED: (3) 51.

Fox waves his arm, taking in the enormous facility.

Wayne, high on the cavern wall, in climbing harness, HAMMERS a bracket into the rock securing a line of industrial LAMPS.

Alfred throws a switch on a portable GENERATOR: the lamps flicker on, dimly lighting the length of one wall. Alfred peers at the DAMP, DINGY surroundings.

Alfred sees the BATS covering the entire ceiling.

Wayne RAPPELS to the cave floor, looks up to a HIGH corner: CRUMBLING BRICKWORK. Alfred follows his gaze.

Wayne CLIMBS up: poking through the rock ceiling: the bottom of a wrought-iron SPIRAL STAIRCASE. In the center of the spiral: a dumb-waiter lift, fallen off its track. Wayne grabs the chains of the lift, RATTLES them- sending a wave ECHOING up into the darkness.

CONTINUED: (2) 52.

Wayne jumps down. Moves to the small river. Follows it where it disappears under rocks. Steps over. Alfred waits. The ROAR of WATER gets louder and the light gets BRIGHTER. Wayne follows the tunnel around a dog leg, emerging...

BEHIND THE FACE OF A WATERFALL. Wayne grins, HOPS along slick rocks right up to the beautiful CURTAIN of water.

Alfred is twenty feet behind on the dry rocks.

Wayne, mesmerized, reaches for water that is liquid light.

Gordon, now 46 and a Detective, in the passenger seat. Worn eyes watching his partner, FLASS, 42, glad-hand the owner of the liquor store they are parked outside. Flass squeezes into the driving seat holding a wad of CASH.

Gordon looks at Flass, cold. Flass shrugs. Counts his money.

CONTINUED: (2) 53.

Flass LAUGHS at this, hits the gas.

Moving in on a rooftop balustrade to discover Wayne, wearing the bodysuit, crouched, watching the police station across the street. He pulls on a black balaclava. CLIMBS through the SHADOWS using Ninja SPIRES on his hands and feet.

Gordon slams the car door. Watches Flass pull away. Weary.

Gordon SLUMPS into his chair, back to the window. Reaches for the phone- notices a BOOK sitting on his desk: an old, worn copy of: "PHYLUM PERACOPDA: THE TWILIGHT WORLD OF BATS".

Gordon frowns at the book, CONFUSED. The light goes OUT.

Gordon FREEZES- Wayne is behind his, pressing a stapler between Gordon’s shoulder blades as if it were a gun.

Gordon narrows his eyes, puzzled.

CONTINUED: (2) 54.

No response. Gordon turns around. No one. He JUMPS to the window- looks down, looks up: a SHADOW slips onto the roof-

Gordon RACES across the bullpen, drawing his gun, hits the stairwell- two UNIFORMS see him go, run after him.

Wayne moves to the edge of the roof- the gap is TOO BIG- he TURNS BACK- the DOOR SMASHES open: Gordon GUN RAISED.

Wayne RACES for the GAP- LEAPS... DROPS FAST... misses THE TOP STORY- GRABS the balcony below... it BREAKS AWAY- DROPS him onto the one below. Winded, Wayne CLIMBS onto the wall.

CONTINUED: (2) 55.

From the other roof, Gordon watches Wayne melt into the shadows. The Uniforms arrive either side.

But Gordon’s expression is less certain.

Earle sits at his desk conferring with two board members.

No answer. Earle steps to the door and opens it. His assistant is GONE. So is the receptionist.

The SWISH-CLICK of a Titleist rocketing off the roof and out towards Gotham River. Wayne stands behind the Beautiful Assistant, hand on her hip, adjusting her grip on a gold club. Another YOUNG WOMAN watches, leaning on a driver.

They turn. Earle is standing there.

Wayne smiles pleasantly at Earle.

Wayne unwraps himself from Jessica and approaches Earle.

Earle smiles patiently.

CONTINUED: (2) 57.

Earle takes Wayne by the elbow, walking him away.

Wayne assumes a pose of seriousness.

Wayne nods.

Earle head to the door. Wayne smiles, turns back to Jessica.

Judge Phelan exits the club, a GIRL on his arm.

Phelan turns, giddy with drink, puts his finger to his lips.

CONTINUED: (2) 58.

The Girl giggles. Phelan guides her into a waiting limo. A STREET PERSON comes over to the rear windows of the car, knocking. The DRIVER gets out.

The Driver KICKS the Street Person away from the limo. A Homeless Man warming by a fire starts shouting. It is the Homeless Man that Bruce gave his coat to years before. The coat is worn but recognizable.

The limo moves off. Close on the Street Person watching it leave. IT IS BRUCE. He glances down at a tiny CAMERA in his lap. Smiles at the screen: Phelan and the Girl.

Wayne places two BRONZE GAUNTLETS on a trestle table. FIRES up a paint sprayer. Starts coating them matte BLACK.

Wayne is showing Alfred DIAGRAMS. We catch only GLIMPSES.

Alfred points at a diagram which looks like a pair of HORNS.

CONTINUED: (2) 59.

Fox, at his desk, watches Wayne approaching.

Fox shakes his head at Wayne. Gets to his feet. They sit.

CONTINUED: (2) 60.

Fox pulls out a box. Inside: a bronze GRAPPLING GUN and HARNESS.

Wayne feels the weight. It is light. Strong. He picks up the HARNESS that goes with it. Shoulder straps with a wide, hi-tech BELT. Wayne shoves the back end of the gun into the belt buckle- it CLICKS into place.

Fox takes it back from Wayne. Sardonic.

Fox looks at Wayne. Thinking.

Fox hands Wayne a sheet of black fabric.

Wayne examines it, shrugs. Fox puts on a GLOVE.

CONTINUED: (2) 61.

Fox GRABS the fabric- which instantly POPS into the RIGID shape of a small one-man TENT. Wayne raises his eyebrows.

WAYNE

What kind of shapes can you make? Fox releases the tent, which instantly COLLAPSES.

Wayne lifts the black fabric, FLICKING it in a WHIPPING motion. Thinking. Then he sees something. Some kind of vehicle, covered by a tarp. HUGE TIRES visible.

Fox, a twinkle in his eye, rolls up the memory fabric.

Wayne shoots Fox a look, and we

101 P.O.V.: RACING ALONG, INCHES ABOVE A TEST TRACKINT. TUMBLER ON TEST TRACK -- MOMENTS LATER 101

Wayne pilots using aircraft-like control sticks. Fox, in the passenger seat, hangs on as Wayne PUSHES the vehicle...

The Tumbler SHOOTS PAST: LOW and WIDE, a cross between a Lamborghini Countach and a Humvee. Sandy camouflage, stealthangled panelling and variable-angle flaps across the back.

Fox SHOUTS over the noise of the engine.

CONTINUED: (2) 62.

Wayne inspects the cockpit: a forward-slung "gunner’s" driving position between their legs, video screens, electronic controls, windows with HEADS-UP DISPLAY. Wayne ACCELERATES...

The Tumbler TEARS down the straightaway, SKIDS to a HALT.

Fox JOLTS with the stop. Turns to Wayne, a little green.

Wayne turns to Fox with a slight smile.

Wayne takes the hi-tech harness for the grapple and CUTS OFF the shoulder straps, leaving a BELT WITH SLIDING ATTACHMENTS.

Wayne lifts a GLOVED hand, metal contacts on the fingertips. With his other hand, he picks up a FABRIC GLOVE, RIBBONS dangling from each finger. He thrusts the gloved hand into the fabric glove- the ribbons SHOOT OUT- RIGID FINGER EXTENSIONS like the SKELETON of a BAT’S WING. Wayne FANS the PROJECTIONS, testing.

Close on: the COWL. Black, with a slight GRAPHITE sheen. Dramatic, ICONIC even without its ears.

A BASEBALL BAT SMASHES into the crown, CRACKING it in two. Alfred picks the pieces off the table, FROWNING.

Wayne looks up from adjusting a servo-mounted microphone.

Wayne shoots Alfred a look. Then fits the microphone into the horn-shaped "ear" from the cowl.

Wayne GRINDS METAL at a lathe. Alfred approaches with a thermos. Wayne stops grinding, BLOWS on his handiwork...

Alfred indicates the steel carved into a BAT’S WING.

Wayne tilts the crude BATARANG, watching light dance across the brushed steel. He THROWS it WHISTLING into darkness...

Judge Phelan sits sandwiched between two GIRLS, drink and cigar in hand. He looks up.

Falcone is putting his coat on.

Falcone turns to the CLUB MANAGER. Leans in.

Down in the stacks, THUGS unload BOXES an open container. HEADLIGHTS light them up- everyone FREEZES. A sedan pulls up. FLASS emerges. Approaches one of the thugs holding a box. OPENS it, YANKS out a STUFFED TOY.

Flass RIPS open the toy, pulls a plastic PACKAGE from inside.

Nobody reacts. Flass hands the toy back to the Thug.

Flass heads inside a massive warehouse to a set of offices.

Flass enters. Falcone sits at the desk.

He indicates a thin man opposite. Flass sits.

The thin man, CRANE, leans forward. A cold presence.

Judge Phelan stumbles out of the club with the GIRLS. They pile into the waiting limo. The Club Manager gestures to the Driver to pull around into the alley.

The Limo idles in the alley.

The Driver picks his ear. The partition is closed. The Driver examines his finger...

WHAM!!! A BLACK SHAPE LANDS ON THE HOOD- the Driver’s eyes go wide as-

SMASH!!!- a BLACK-GLOVED FIST SHATTERS THE WINDSCREEN and GRABS the Driver’s neck...

CONTINUED: (2) 66.

IN THE BACK: Phelan sits BOLT UPRIGHT. The girls look around, ALARMED.

THE PARTITION SLOWLY LOWERS, REVEALING:

BATMAN.

Crouched like a dark animal on the hood- the Girls SCREAM.

The Homeless Man looks up from his brazier, curious. He sees a dark shape on the hood of a limo, a LONG BLACK CLOAK BILLOWING out behind it... screams echo through the alley...

Phelan scrambles back in his seat, whimpering...

Batman’s eyes stare out of the black cowl at Phelan.

Batman SHOOTS UP OFF the hood, banging onto the roof-

The Homeless Man STARES OPEN-MOUTHED at Batman standing, ICONIC, on the roof of the limo, cloak billowing... Batman turns his head towards the Homeless Man-

-and FLIES UP from the limo, DISAPPEARING into the shadows high above...

The Homeless Man looks down at his coat, then back up to the shadows...

Crane looks at Falcone, matter-of-fact.

Falcone shifts, SUDDENLY UNEASY.

A THUG hands a box to a SECOND THUG, who walks away along the corridor of containers. The first Thug turns back to the darkness of the open container, reaches in-

HE IS YANKED INTO THE DARKNESS WITH AN ECHOING CRY-

Second Thug TURNS, stares uneasily down the deserved corridor to the BLACK MOUTH of the open container...

No reply. He puts down his box. Draws his gun. A THIRD THUG comes around the corner.

He sees the Second Thug’s gun. Draws his own. They move cautiously towards the open container...

The Thugs peer into the blackness of the open container-

Behind them, a LAMP hanging above the corridor SHATTERS, the Thugs turn, startled, to see another lamp shatter and go dark- them another and another, DARKNESS ADVANCING TOWARDS THEM...

Falcone lifts his hands in a gesture of peace.

Flass tosses the package onto the desk.

As the closest lamp SHATTERS, a GLINT of metal DROPS to the ground... the Second Thug bends, picks it up, STARING;

A BAT-SHAPED brushed steel plate. The Second Thug looks up, confused, but the Third Thug is STARING above him.

The Second Thug looks up himself: a DARK SHAPE HANGING from a CRANE directly above him...

A GIANT BAT, WINGS FOLDED, head pointed towards the ground.

The Bat DROPS- wings WHIP OUT, RIGID- CATCH the air- FLIPPING the shape downwards- ENVELOPING THE SECOND THUG IN DARKNESS- the Third Thug BOLTS, RACING between containers, arms PUMPING-

He SPRINTS headlong down the narrow corridor, SKIDS around a corner, RACES towards-

BLACKNESS SIDESWIPES THE THIRD THUG, SPINNING HIM OFF HIS FEET, WHIPPING HIM INTO DARKNESS WITH A PIERCING SCREAM...

Other Thugs REACT to the SCREAM...

Falcone and Crane hear the scream. Flass JUMPS up.

Thugs, guns drawn, advance into the stacks...

A Fourth Thug WHIPS around a corner to see a JUMPY THUG covering the other end of the corridor...

The Fourth Thug nods, steps backwards. MOVEMENT in the shadow behind him... BATMAN IS ALREADY IN FRAME- his arm FLASHES forward with his CLOAK, WRAPS the Thug’s neck, YANKS him backwards into the shadows...

Jumpy Thug sees the other Thug DISAPPEAR... he OPENS FIRE, STROBING the stacks, revealing INDISTINCT GLIMPSES of MOVEMENT.

ELSEWHERE IN THE STACKS: Thugs REACT to the gunfire...

Flass stands outside the stacks, gun drawn, listening. He moves back into the office.

Flass looks at Falcone.

Falcone reaches behind the desk, PULLS out a SHOTGUN.

Jumpy Thug FIRES blindly at STROBING SHADOWS- GLIMPSES of a DARK CLOAKED FIGURE moving from SHADOW TO SHADOW. Jumpy Thug empties the clip. FUMBLES for another as he looks out into the darkness.

A whispered word at his ear:

BATMAN’S FACE, UPSIDE DOWN, at the Thug’s shoulder- Jumpy Thug SCREAMS as he is ENGULFED by DARKNESS-

Flass scuttles over to his car. Crane pauses, listening to the shouts and gunfire. Then moves off into the night.

Falcone advances through the stacks, shotgun in hand. He rounds a corner to find FIVE THUGS, various weapons in hand, in a loose defensive ring, peering out into the darkness...

A SHADOW DROPS into the center of their ring-

Thugs TURN, SHOUTING, one SWINGS a CHAIN, another a KNIFE-

-Batman DUCKS the chain- SWEEP-KICKS the knife-wielder to the ground. Chain SWINGS again...

Batman JUMPS up, one leg LOW to let the CHAIN WRAP around his ANKLE- Batman KICKS his leg sideways RIPPING the chain from its owner, then HEAD BUTTING him down -

Batman SPINS his CHAIN-WRAPPED LEG in a ROUNDHOUSE KICK, WHIPPING THREE THUGS behind him in the fade with the CHAIN. All three go DOWN. The rest are unconscious or gone.

Batman STANDS there, long cape BILLOWING out to one side. The chain SLIDES from his leg. Falcone is behind him, SHOTGUN aimed dead at Batman’s head.

CONTINUED: (2) 71.

Batman opens his hand, revealing TWO SHOTGUN CARTRIDGES. Then TURNS, billowing cape WRAPPING around him.

Falcone pulls the trigger. CLICK.

Rachel TOSSES, trying to sleep, eyes shut.

VOICE (O.S.) Rachel Dodson.

Rachel bolts upright, GRASPING at her bedside table.

She pulls out a TASER- PEERS into the shadows: Silhouetted by the window- a dark, cloaked figure. Batman.

Batman moves his arm- something DROPS onto Rachel’s bed: a FILE, spilling PHOTOS. She FLINCHES. GLANCES DOWN: photos of Phelan and the girl in the limo.

Rachel reaches for the lamp, her eyes off the window for the INSTANT it takes to ILLUMINATE the room, revealing-

No one.

Gordon approaches, coffee in hand: TIED-UP THUGS sit against the container full of DRUGS. UNIFORMS hold back a line of PRESS, who snap away at the surreal scene. Gordon crouches to look at the Thugs, curious.

Gordon looks up. The uniformed Cop is POINTING. At a HARBOR LIGHT trained on the heavens. Gordon RISES, walks towards it. Two Cops stand there, STARING:

Falcone is STRAPPED to the LIGHT, UNCONSCIOUS, arms spread. Coat RIPPED, hanging from his arms in a STRANGE PATTERN.

Gordon follows their gaze up to where the BEAM of light CATS FALCONE’S SHADOW onto the CLOUDS.

Gordon stares at the projection. It is a BAT SYMBOL.

Gordon moves away, THINKING. Something catches his eye: a block away. Halfway up a building. A BLACK FLAG blowing in the wind... Not a flag.. a DARK FIGURE, wearing a CAPE, sitting on a LEDGE... BATMAN. WATCHING.

Rachel TOSSES a newspaper onto Finch’s desk, BEAMING. The front page: a huge photo of Falcone strapped to the light.

CONTINUED: (2) 73.

Rachel breaks eye contact for an instant, UNCOMFORTABLE.

Finch considers. Grins.

Loeb addresses CAPTAINS, SERGEANTS, LIEUTENANTS. Gordon at the back. Loeb HOLDS up the PAPER, SMACKS the front page.

Gordon RAISES his hand. Loeb NODS, cautious.

CONTINUED: (2) 74.

Alfred opens the curtains. Wayne WAKES, squinting.

Alfred PUTS down a tray: water, fruit, newspaper.

Wayne glances at the paper. Gets out of bed, bare-chested. Alfred sees BRUISES across his torso and arms.

Wayne throws Alfred a look.

Wayne considers this.

CONTINUED: (2) 75.

Wayne looks at Alfred. Nods. DOWNS the water, stands straight, feet together- FALLS FORWARD to the floor- into his dizzyingly fast push-ups. Alfred watches. Concerned.

Crane, briefcase in hand, is BUZZED through thick steel and glass doors and met inside by a PRISON OFFICIAL. They walk.

Crane enters. Falcone sits at a table, wrist bandaged. Crane places his briefcase on the table. Falcone smiles.

CONTINUED: (2) 76.

Crane REACTS to this. Falcone SMILES, enjoying the reaction.

Falcone leans forward. Looks Crane in the eye.

Falcone shifts slightly.

Crane studies Falcone. Considering. Sighs.

CONTINUED: (3) 77.

Falcone leans forward, glaring at Crane with contempt.

Crane SHRUGS. Leans forward. Pops the locks on his briefcase. Smiles at Falcone.

Crane reaches into his briefcase. Inside is a BREATHING APPARATUS attached to a small BURLAP SACK MASK.

He pulls the mask out of the case. Holds it up.

Falcone stares at Crane, uneasy. Crane puts on the mask. It is a sack with eye holes and twine stitching for a mouth.

WHUMP- a cloud of white SMOKE shoots out of Crane’s briefcase. Falcone pushes his chair back, COUGHING, surprised.

Falcone looks up at Crane in his mask-

Through Falcone’s eyes: tiny LIZARD TONGUES FLICK out of the holes in Crane’s mask.

Crane TOWERS over Falcone, FLAMING EYES and FLAMING MOUTH...

Falcone SCREAMS.

Crane emerges with his briefcase. The Prison Official hovers outside. SCREAMS ECHO from inside the room.

The Prison Official nods gravely. Crane leans in.

A COAST GUARD HELICOPTER touches down on the back of a heavily damaged DESERTED CARGO SHIP. Two COAST GUARDSMEN with FLASHLIGHTS jump onto the deck of the ship to take a look around. BAFFLED. The deck is lined with HOLES.

The Coast Guardsman shines his light into a MASSIVE HOLE.

Earle is at his desk. A EXECUTIVE walks in, TROUBLED.

ARMY BRASS and SCIENTISTS waiting for a demonstration... an industrial MACHINE the size of a small van sits on the ground a hundred feet from a WATER TOWER...

The Scientists and Brass don goggles. Fire up the machine... the water tower starts SHAKING... then EXPLODES in a CLOUD OF STEAM that drifts towards the observers like FOG.

The Executive shifts, uneasy.

Tables around a decorative infinity pool. Earle and his GUESTS at a table. Earle sees Wayne enter with the Blondes. He sighs. Then waves.

The table is littered with bottles and empty plates.

Wayne turns from the Blondes. They stand up and walk over to the pool. Wayne smiles, turns to the Female Guest.

Wayne watches as, behind them, one of the Blondes slips off her dress and lowers herself into the pool... the other one, giggling, follows her lead.

Wayne nods, considering. The MAITRE D’ slides up, annoyed.

MAITRE’ D Sir, the pool is for decoration, and your friends do not have swim wear.

CONTINUED: (2) 81.

MAITRE’ D I’m going to have to ask you to leave.

Earle nods. Patiently.

The Maitre D’ stares at Wayne. Dumbstruck.

The Blondes beckon Wayne. He comes to the edge of the pool.

They SPLASH him. Earle turns away, shaking his head. Behind him, out of focus, Wayne is PULLED into the pool.

Wayne and the Blondes, wet hair, in white HOTEL ROBES, waiting. The Valet pulls up in the Bugati.

Wayne turns. Rachel is standing there, dressed for dinner. Stunning.

Rachel glances at the Blondes. Then back to Wayne.

CONTINUED: (2) 82.

Wayne looks at her. Thinking. Gestures towards the Bugati.

Rachel moves past him. Wayne stands there, eyes burning.

Gordon’s pregnant wife, BARBARA tries to get their TWO-YEAR OLD to eat. Gordon KISSES her, picks up the trash.

Gordon sticks the lid on the trash can. THUNDER rolls around.

CONTINUED: (2) 83.

Flass, leaning on his car, feigns offence. Pulls a pint bottle from his pocket.

Gordon takes a drag, eyeing Flass coldly.

Flass finishes his bottle. Throws it at the trash cans.

Gordon watches him head back to his car.

Gordon looks up: Batman is crouched in the fire escape.

CONTINUED: (3) 84.

Gordon looks up. Close on Batman, in the shadows.

Gordon looks up. But Batman is gone.

Three MEN walk through the canyons of shipping containers, checking the tags with a flashlight. They stop at one.

CONTINUED: (2) 85.

They HAUL the doors open. The Customs Agent looks inside: an industrial machine the size of a small van. His torch picks out the WAYNE INDUSTRIES logo on the side.

BEHIND HIM: Dock Employee 1 raises a SILENCED GUN. FIRES. Dock Employee 2 helps DRAG the body into the container.

Raining. Flass stuffs falafel into his mouth. Grabs a banknote from the VENDOR. Flass walks down a dark street...

YANKED from the pavement, he’s PULLED up between buildings, falafel falling, UP and UP until face-to-face with. The Batman. Rain pouring off his cowl. Holding Flass by his ankle. Flass is SCREAMING.

Batman DROPS Flass three flights down on the wire. PULLS TAUT- WHIPS him back up.

CONTINUED: (2) 86.

AN ISLAND IN GOTHAM RIVER: a ramshackle LABYRINTH of crumbling public housing, makeshift additions GROWING LIKE FUNGUS AROUND AN INSANE ASYLUM. A walled city. Slick with rain.

Batman LANDS, CROUCHING, looking at the windows of a WAREHOUSE built around the supports of the MONORAIL tracks.

Batman slips through a louver, drops SILENTLY to the floor amidst. By the freight elevator is a massive shipping crate. Batman leaps up onto its lid- pries it open.

Inside: the industrial machine the size of a small van. Batman sees the WAYNE INDUSTRIES logo and a number: M-EMIT.42B

NOISES. Batman melts into the shadows. THREE MEN enter. Two are the Dock Employees. The third is Crane.

The Thugs pull the Customs Agent’s body out then push the crate onto the elevator. Crane notices RAIN spattering off the open louver. He steps towards it. Thug 2 turns from the elevator holding a Molotov cocktail. LIGHTS it-

A cord WRAPS around the BOTTLE- YANKS it into the shadows. Its fuse is EXTINGUISHED. The Thugs STARE at the darkness.

CONTINUED: (2) 87.

Batman RIPS from the shadows- Thug 1 pulls a gun- Batman SMASHES his arm to the ground. Thug 2 moves in from the side- is DROPPED by a fast elbow to the neck.

Batman turns to Crane- now wearing his MASK. Carne’s hand FLASHES towards Batman, who DODGES a small puff of SMOKE. Batman moves for Crane- COUGHS, CHOKES- losing BALANCE- GASPING... Batman looks at Crane, sees a monster: FLAMING EYES, ELONGATED LIMBS, SPINNING like a DERVISH...

Batmen REELS, in the throws of a hallucination. Crane SMASHES the BOTTLE over him, soaking him with GASOLINE... Batman LURCHES for the windows, IMAGES ASSAULTING his mind:

INSERT CUT: BATS EXPLODE from the DARK CREVICE-

Batman TURNS to Crane. Who holds a FLAMING LIGHTER.

Crane TOSSES the lighter at Batman... who BURSTS into FLAMES.

INSERT CUT: Ra’s Al Ghul OPENS his BOX- BATS BURST FORTH-

Batman, IN FLAMES, SPINS- LEAPS desperately at the windows-

Batman SMASHES through the window, CLOAK ABLAZE... FALLING... tries to ACTIVATE his CLOAK- but only gets one side to POP OPEN... the deployed wing causes him to SPIRAL-

INSERT CUT: Young Bruce FALLING, FALLING in the well shaft-

Batman PLUMMETS, trailing flame, UNOPENED WING FLUTTERING with the violent FLAPPING of-

BATS: SCREECHING, FLAPPING, FLUTTERING DARKNESS...

Batman’s STIFF WING HOOKS a RAILING- SLOWS him with a JOLTRIPS- DROPPING him to the ground with a CRASH...

Young Bruce HITS the dirt at the bottom of the SHAFT-

...and a SIZZLE, as wet pavement DAMPS the flames, GROANING, Batman ROLLS his burning batsuit along the asphalt.

CONTINUED: (2) 88.

Batman, smoldering, LURCHES into an alley, raises his grapnel gun, FIRES up at the enclosed roof- RIDES up- PUNCHES his way through wire and metal, CRAWLS onto his back, STARING up at the skyscrapers of Gotham. Rain blurring his vision.

Insert cut: Young Bruce watches his Father CRUMPLE-

Batman FUMBLES at his belt. Pulls out a tiny phone.

Alfred DRIVES, looks through the rear-view mirror at Batman, who lies in the back, FLINCHING at invisible antagonists.

To Batman- the car is FILLED WITH BATS... Mefistofle rises...

Young Bruce in the throws of his PANIC ATTACK GULPS AIR- turns to his Father, LOOKS him in the eye and CONDEMNS HIM-

Young Bruce DRAGS his parents from their seats...

Wayne awakes. Shivering. Red-eyed from crying. Alfred sits at his bedside, watching over him.

CONTINUED: (2) 89.

Fox looks over the toxicology report. Looks up at Wayne.

CONTINUED: (2) 90.

Fox puts the report on his desk.

Fox starts typing on his computer.

Gordon finds it. Knocks. Rachel looks up from her desk.

Gordon enters, shuts the door behind himself.

CONTINUED: (2) 91.

Rachel looks at Gordon, sizing him up.

CONTINUED: (3) 92.

Gordon looks at her. Nods. A KNOCK at the door. Wayne puts his head around the door. Rachel stares at him.

Wayne nods. Gordon looks at Rachel, nods goodbye.

CONTINUED: (4) 93.

Rachel looks at him. An ASSISTANT sticks her head in.

Rachel starts getting her things together.

The Assistant nods, leaves. Rachel heads for the door.

Rachel gives him a look.

She hurries past him. Stops. Turns. Looks at him, softer.

CONTINUED: (5) 94.

She races down the steps. Wayne watches her go, thinking.

Wayne hurries through the hall. Alfred in pursuit. Tables of food and decoration fill the hall.

Wayne turns.

Wayne hurries off. Alfred watches him go, exasperated.

Wayne steps to the piano, hits 4 notes- the bookcase SWINGSOPEN. Wayne steps through.

Wayne descends. Arrives at the top of a wrought iron SPIRAL STAIRCASE, steps onto the dumb waiter at its center.

Wayne pulls a lever, RELEASING the lift which PLUMMETS VERTIGINOUSLY DOWN the CENTER of the SPIRALING stair.

The lift hits the bottom with a great RATTLE of crimes. Wayne moves to a PADLOCKED BOX. Opens it: the BAT SUIT hangs there- a PHANTOM, black eyes STARING back at him. He reaches for it.

Rachel’s car crosses the bridge to the Narrows.

Rachel sits in front of Crane at his desk..

The GLOWING WINDOW of Crane’s office. Batman, crouched on the fence, adjusts mikes in the ears of his cowl.

Crane RISES, motioning.

An ORDERLY talking to a NURSE. Crane leads Rachel past.

Crane stops at a door. Motions Rachel to look: Falcone STRAPPED to the bed. He STARES at the door, mumbling.

Batman, upside down, CLINGS to the wall above the window at the end of the corridor. He RACKS AUDIO FOCUS THROUGH the Orderly’s conversation, SETTLING on Crane’s voice.

Rachel looks at Falcone, mumbling, delusional.

Crane turns to Falcone. Staring.

CONTINUED: (2) 97.

Crane stares at her. Shrugs.

Crane steps in, Rachel follows. He puts a key into the panel.

Crane turns the key.

The elevator descends. The doors open onto:

A long, decrepit corridor. Water dripping, clearly disused. Crane steps off the elevator. Rachel follows, perturbed.

Rachel follows Crane into a vast room:

Tables stretch off into the room, covered in bags of powder, scales, aluminum barrels and DOZENS OF INMATES working the powder, refining it.

CONTINUED: (2) 98.

Armed THUGS look up, curious. Crane surveys the room.

He turns, but Rachel is gone. Crane smiles...

Rachel RACES into the elevator...

Rachel HITS the 2nd floor button. Nothing. She HITS all the buttons, floors the alarm... all dead without the key.

The door opens to Crane’s MASKED FACE. He reaches out-

A small puff of GAS sprays from his sleeve. Rachel RECOILS, coughing, choking. She looks up at Crane:

The eyeholes of the burlap mask are FLAMING.

Rachel SCREAMS.

The Thugs DRAG Rachel into the room. The inmates stare blankly, clearly drugged. Crane turns Rachel’s reluctant face to look up at his mask. She GULPS PANIC BREATHS-

Rachel PULLS away, BURYING her head in her arms.

THE LIGHTS GO OUT.

The Thugs look around, unnerved. Crane PULLS OFF his mask.

CONTINUED: (2) 99.

The Thugs exchange nervous glances.

The First Thug looks at Crane.

Batman’s cape FLUTTERS as he SWINGS down two stories, LANDING at the high windows of the derelict corridor.

Crane backs into the shadows, smiling at the Third Thug.

The Thugs move either side of the door... GLASS SMASHES, across the room- a Shadow drops from a high window. Rachel SCREAMS. The two thugs advance through the darkness.

Second thug is GRABBED from above- PULLED UP, SCREAMING, into the blackness of the rafters.

The First Thug peers up into the darkness, gun aimed.

A SHADOW DESCENDS, SHOUTING- First Thug FIRES- the Shadow CRUMPLES onto him. It is the Second Thug- First Thug ROLLS the body off, SCRAMBLES to his feet- Batman STRIKES him from behind, KNOCKING him unconscious.

SIRENS outside, close.

Batman looks at Rachel-

Crane BURSTS from the shadows, arm high, aimed at Batman’s face- Batman grabs his arm, DUCKING away from the puff of GAS from Crane’s sleeve... Batman SPINS Crane, RIPPING off his mask, WRENCHES his arm around to his own face, RIPS Crane’s jacket open and pulls out the BLADDER full of toxin.

Crane’s eyes go wide as Batman SQUEEZES the bladder and a choking cloud of dust sprays into Crane’s face...

Crane falls to the ground, CHOKING. Batman turns him over, pulls his face up to meet his.

Crane’s eyes are wide with TERROR.

CONTINUED: (2) 101.

Batman is a DEATH’S HEAD- black eyes, fangs.

Batman reacts, pulls Crane tighter.

But Crane just STARES at him, EYES GLAZING- MIND FLYINGIMAGES CASCADING THROUGH HIS FEVERED BRAIN... Crane smiles.

Sirens outside. Batman TURNS to Rachel. Through her eyes:

Batman is a towering HORNED, WINGED DEMON...

Rachel LASHES OUT at the demon with all her might... Batman applies a GRIP to her neck that renders her unconscious.

Batman RISES, carrying Rachel.

POLICE CARS surround the building. COPS have guns drawn, WAITING. STAFF emerge, blinking, from the darkened asylum. Flass and Gordon arrive. Flass shouts at the Uniforms:

Flass gestures at the DOZEN police cars outside the building.

CONTINUED: (2) 102.

Flass turns to Gordon. Shrugs.

Gordon shakes his head. Approaches the front doors.

Batman carries Rachel, cloak BILLOWING in his wake.

Gordon moves through the dark, gun drawn, eyes FLICKING to terrified NURSES who make their way to the front door.

SWAT OFFICERS pour out of vans, RACE up the front steps.

Gordon tries the elevator- it is dead. He enters the STAIRS.

The SWAT team BURSTS in- FLASHLIGHTS on RIFLES SCAN the darkness...

Gordon locks down the stairwell- the way down to the disused wing is fenced off. He heads up- and is GRABBED and SWUNG OUT into the stairwell. Batman holds him as they ROCKET UPWARDS.

CONTINUED: (2) 103.

Batman covers Gordon’s mouth- down below: the door SMASHES OPEN- SWAT team lights CROSS the darkened stairwell. Batman PULLS Gordon into the rafters. Gordon turns, FURIOUS- sees:

Rachel. Lying in a storage space/open attic. Twitching:

THE LIGHTS COME ON- bleaching the stairwell- Batman, Rachel and Gordon are in the shadow of the attic.

Batman reaches down to his boot. Presses a SWITCH in the heel, producing a barely audible HIGH-FREQUENCY WHINE.

A strange SQUEALING SOUND rises. Flass looks around, curious. A dark CLOUD crosses the moon... not a regular cloud...

CONTINUED: (2) 104.

Gordon frowns at the loud SQUEALING noise.

Flass SCREAMS- Cops DIVE for cover as BATS- thousands upon thousands- DESCEND on the Asylum, HEADING for the windows-

Windows SHATTER INWARDS as bats POUR into the building-

Gordon covers Rachel as he carries her down the steps.

Bats FLOOD into the bright stairwell, SOARING UP past the cowering SWATS, a BLACK MASS RISING, DARKENING the stairwell.

Batman amidst the bats. Calm. Pulls the sounder out of his heel, leans over the stairwell and DROPS it...

Bats CYCLONE down the stairwell, FOLLOWING the signal. Batman JUMPS into the center of the black cyclone- HIDDEN FALLING...

Batman OPENS his cloak with a JOLT- lands HARD. He moves calmly through the bats, slipping past COWERING SWATS, moving past cell doors. Inmates STARE, wide-eyed out their windows as he passes. Batman turns to a cell door, pulls a small package out of his utility belt...

Two inmates FLINCH as the door lock BLASTS open and the door is KICKED In- Batman STRIDES across the cell between them...

And BLASTS the window of their cell. He SLIDES out... one Inmate turns to the other.

Gordon lowers Rachel to the asphalt. She STIRS.

Gordon looks up to see Batman standing there.

A SEARCHLIGHT from a chopper blasts them. Batman GRABS Rachel. Gordon points back to the street.

Batman has disappeared into the dark end of the alley.

BLINDING HEADLIGHTS FLARE. A MASSIVE ENGINE ROARS-

Gordon DIVES out of the way as-

The BATMOBILE comes flying out of the darkness... the matteblack, muscularity of the stealth-finished "car" BLOWS by. Gordon’s jaw drops.

CONTINUED: (2) 106.

Batman DRIVES. Rachel, COMING TO, hangs on, TERRIFIED. A COP CAR pulls across the alley- Batman hits the accelerator.

The Batmobile SPEEDS towards the cop car-

The Cops GAWP at the Batmobile, BRACING-

The Batmobile SMASHES into the cop car, huge front tires CRUSHING the bonnet, BOUNCING the Batmobile right over the cop car in a messy display of brute force.

The Batmobile TEARS left, and ACCELERATES down the street...

The Cops are scrunched down. One of them GRABS the radio.

The Batmobile WEAVES around traffic, DODGING freeway supports.

Rachel BRACES against the dash, BREATHING FAST, staring at the road ahead... through her eyes:

SPEED: pure, visceral SENSATION- lights STREAKING, columns FLASHING past at unthinkable velocity-

He looks at an intricate GPS display, then at the road ahead.

The Batmobile RACES along- JUMPS lights, nimbly DODGING through the cross-traffic. Two Cop Cars join the pursuit from the cross streets, lights BLAZING, sirens BLARING.

Batman spots the Cops on a rear-view monitor, FLIPS a switch.

The Batmobile DROPS SPIKE STRIPS onto the road... the Cop Cars hit them- tires EXPLODE- rims light SPARKS as they GRIND, skidding SIDEWAYS, one laying into the other.

Up ahead: the Batmobile SLALOMS outside of the freeway supports, ROLLS over the sidewalk, NIPS back into the roadway.

An IMPATIENT COP is on the radio.

His eyes WIDEN: the Batmobile ROARS past. A shadowy MONSTER.

CONTINUED: (2) 108.

The Batmobile comes out from under the elevated freeway and is hit by a SPOTLIGHT from a CHOPPER.

Batman glances at a row of BUTTONS- each one a tiny SCREEN showing different views. Batman PUSHES one- that view flicks onto the main display. Rachel is HYPERVENTILATING.

She does so. For an instant.

Three Cop Cars pull across the intersection in a ROADBLOCK.

Batman SPOTS the ROADBLOCK in front. Touches the GPS screen- the map becomes THREE-DIMENSIONAL (heights of building, levels of streets). Batman SKIDS into a turn-

The Batmobile SKIDS through the entrance to a multi-level PARKING GARAGE- TAKING OUT the ticket machine and barrier.

The Batmobile RACES upwards through the structure, the car’s enormous width TAKING OUT PILLARS at every turn.

Rachel FLINCHES AWAY from the pillars-

Cop Cars SMASH into DOWNED PILLARS in the Batmobile’s wake.

The Batmobile ROARS out onto the top level, and is LIT UP by the CHOPPER.

The Batmobile REVERSES into a spot marked "COMPACT", CRUSHING the cars either side, then RACES forward... Cop Cars emerge onto the roof, BLOCKING THE ONLY WAY DOWN... The Batmobile SCREECHES to a HALT-

Batman glances at his 3-d GPS. Then looks at Rachel.

She recoils, TERRIFIED by his mask, clawing at her harness. Batman puts his gloved hand on her frantic arms.

Batman SLIDES into the FRONT DRIVING POSITION, body PRONE as if riding a motorcycle, head in a glass POD between the front wheels. He HITS a button.

CANNONS emerge from the nose of the Batmobile- BLASTING the far wall... the massive JET ENGINE at the back IGNITES, its mouth ADJUSTING... FLAPS on the front and REAR of the car, FLARE OUT like a PYTHON spreading its neck...

The Cops STARE. The Batmobile ROCKETS FORWARD... heading for the GAP in the far wall... accelerating...

Rachel SCREAMS- Batman HITS another button-

An INVERTED SPOILER JAMS INTO THE AIRSTREAM at the front of the car, BUMPING it just off the ground, a RAMPLESS JUMP-

The Batmobile JUMPS OFF the parking garage, soaring over a thirty-foot gap to LAND HEAVILY on a neighboring FLAT ROOF.

The Cops STARE at one another, open-mouthed.

Batman YANKS the steering left, hits the BOOST-

The Batmobile TURNS- ROCKETS for the edge of the roof... SHOOTS over the gap to the next roof, CHOPPER IN PURSUIT.

Batman checks his 3-D GPS, ROCKETS forward, aiming at the next roof, a PITCHED CHATEAU-STYLE TILE ROOF.

Corp Cars SHOOT along, paralleling the rooftop chase...FROM BELOW: the Chopper SWOOPS LOW over the buildings... A GLIMPSE of the Batmobile as it LEAPS across to the next building...

The Batmobile lands on the PITCHED ROOF, racing along at a PRECARIOUS ANGLE, TILES SLIDING off the roof in its wake.

Batman’s forward-slung position is GYROSCOPICALLY BALANCED- he is the only vertical element in the angled car.

Chased by the LOW-FLYING chopper, the Batmobile SWERVES up over the GABLES, roof CRUMBLING in its wake, RACING for the end of the roof which PARALLELS an ELEVATED FREEWAY.

The Batmobile rockets forward- JUMPS THE LAST GABLE... DROPS onto the elevated FREEWAY, TRAFFIC SWERVING to avoid it.

Cop Cars see the Batmobile disappear onto the freeway above.

Batman’s display shows a RADAR SWEEP and PLOTS a course through the differing speeds of the lanes. He pilots, LEANING left and right like a motorcyclist...

The Batmobile SWERVES- the Chopper’s light stays trained. TRAFFIC gets heavier. Cop Cars are CLOSING IN from behind...

Batman lifts himself back into the REAR DRIVING POSITION- THROTTLES BACK- KILLS all the lights, and the ENGINE.

The Batmobile DROPS BACK, DARK... the Chopper LOSES IT. The Batmobile CRUISES across the lanes, a WRAITH.

SILENCE, but for the steady WHINE of the ELECTRIC MOTOR. Rachel BREATHES in the sudden quiet. Eyes flickering.

The Batmobile SLICES across lanes, a SHADOW only visible BREAKING the GLARE of other cars’ HEADLIGHTS. The Cop Cars pull forward, driving parallel, an empty lane between them.

Rachel stares at Batman in the intimate quiet. Her eyes are glaring. Her breathing is shallow.

The Cop turns left to look at the other Cop Car.

He sees, between his car and the next, a BLACK SHAPE.

The SPOTLIGHT hits the car- Batman HITS a button- the main engine ROARS to life- Batman SLIPS into the prone position- Hits the BOOST.

The Batmobile SHOOTS forward from between the two Cop Cars.

The Batmobile’s JET WASH BLASTS the windscreen, SHATTERING it, the Cop throws his hands in front of his face-

The Cop Car SPINS out of its lane, SLAMMING into the guard rail as the Batmobile RACES ahead, weaving through traffic.

The Batmobile slides onto a TIGHTLY-CURVING EXIT RAMP... FLIES off the ramp, JUMPING DOWN onto the frontage road below.

Batman KILLS the lights, running on NIGHT VISION. Rachel’s eyes flicker at the EERIE green view of ghostly trees, her breathing FASTER and still more SHALLOW.

Batman YANKS A LEVER-

A ground ANCHOR DIGS into the road, WHIPPING the Batmobile RIGHT in a HARD TURN, down a small turnoff... the Chopper LOSES the Batmobile, pursuing Cop Cars BLAZE PAST the turnoff.

Rachel, crying, looks at the monstrous shapes of the trees:

FLICKERING, jagged tree shapes SPIN past DIZZYINGLY.

No reply. Up ahead: a LOOKOUT over a river gorge. Batman PUSHES the Batmobile, SPEEDING towards the lookout. Rachel’s glazes eyes REGISTER the danger- she TWISTS, PANICKED...

The Batmobile ROCKETS off the edge of the lookout, over the gorge, FLYING STRAIGHT AT THE FACE OF A WATERFALL.

Rachel SCREAMS as they SPLASH INTO THE FACE OF THE WATERFALL-

-AND EMERGE THROUGH THE CURTAIN OF WATER into the BATCAVE.

The Batmobile’s ground ANCHORS hook a steel CABLE, spinning an INERTIA REEL bolted to the cave wall, YANKING the car to a halt like a jet landing on an aircraft carrier.

Rachel BOUNCES in her seat. PASSED OUT.

The canopy of the Batmobile hisses open in three complex sections, like insect wings IMPLODING. Batman LIFTS Rachel from the cockpit, steps down onto wet shale... CARRIES her into the damp blackness of the caverns.

Cloak BILLOWING in his wake, he heads for the GLOW of his work table. Gently lays Rachel on the table. RACKS up the scaffold to his computer station. A CONTAINER sits there with paperwork from Fox. Batman opens it, removes a VIAL. He plugs it into a pneumatic SYRINGE, puts the syringe between his teeth- GLIDES off the scaffold, LANDING beside Rachel. He INJECTS her in the biceps.

Batman steps back, watching Rachel’s breathing SLOW.

Gordon surveys the scene: COPS and SWATS dig through the mess, interviewing Inmates and sifting rubble. A DETECTIVE sits in a cell doorway examining Crane’s mask. Crane is huddled in the corner, STARING.

CONTINUED: (2) 115.

Gordon tries not to smile.

A cop hurries over.

Tiled baths and hydrotherapy equipment. A POOL in the center. The Cop leads Gordon to the edge... A massive HOLE has been dug through the bottom.

Dozens of ALUMINUM BARRELS sit alongside. Gordon climbs down, PEERS into the hole... A TORRENT of water runs at the bottom.

Gordon looks at the dozens of aluminum barrels. Realizing.

Rachel’s eyes flicker open to the cavernous damp darkness. She sees BATS banging high above. CLOSES her eyes again.

His voice ECHOES as if spoken from al shadows at once.

CONTINUED: (2) 116.

Nothing.

Rachel thinks.., concentrating.., remembering.

Rachel STRUGGLES off the table, trying to stand.

She SLIPS- Batman is there, CATCHING her.

In his arms she looks up at him- he lays her gently back onto the table. Retreats into shadow.

Rachel watches this dark shadow hover just outside the light.

CONTINUED: (3) 117.

Rachel STARES at the solitary shadow. Fascinated. Pitying.

Batman steps into the light. Holding a pneumatic syringe and two vials. Rachel stares at him.

Batman holds up the two vials.

Batman hands Rachel the vials. She looks at him, curious.

Batman approaches with the syringe. Rachel offers her arm. Batman injects her. Her eyes close. Batman removes his cowl. Wayne stands above the sleeping Rachel. Stares at her for an inexpressibly lonely moment.

Gordon is on the phone-

Two TECHNICIANS sit there, one on the phone to Gordon. A large screen in front of them maps the water supply of Gotham.

Gordon looks around, thinking, frustrated.

Gordon hangs up. Frustrated. Notices something. A large SHIPPING CRATE. He turns to the Cop.

Wayne emerges from the bookcase. The noise of a PARTY outside the door. Alfred is there waiting, dinner jacket over his arm. Wayne grabs the shirt- dressing hastily.

CONTINUED: (2) 119.

Alfred nods. Wayne moves to the door. Alfred STOPS him. Hands him a towel, gesturing at his face: Wayne is still wearing BLACK MAKEUP around his eyes.

Hundreds of GUESTS. Music. Tables groaning with food

Guests look up- Wayne WADES INTO the throng, GRINNING and GLAD-HANDING. The band strikes up with "Happy Birthday", Wayne spots Fox at the buffet.

As sounds from the party drift over, Alfred gently arranges the unconscious Rachel on the rear seat of the car. He frowns as Rachel’s legs get stuck. He looks up to see a PARTY GUEST, cigarette in hand, staring, curious.

Alfred YANKS Wayne’s gold clubs to one side, Rachel settles.

Guests are leaving. Wayne works the room, charming, but distracted... heading to Fox.

Fox nods, glances around. Leans in, conspiratorial.

CONTINUED: (2) 120.

Wayne thinks.

Wayne takes this in. Grave. Nods at Fox.

Wayne turns to Earle.

Wayne nods. Gestures to Fox.

CONTINUED: (3) 121.

Fox shoots Wayne a look, but Wayne WINKS and moves off.

Gordon and the other Cops STARE at the MICROWAVE EMITTER.

Gordon turns to the SWAT team members.

Rachel STIRS. On her bed fully clothed. Trying to remember a strange dream. She sees the two vials of antidote sitting on her bedside table. HURRIES to her feet.

Wayne moves across the party, heading for the study... An ELDERLY SOCIETY DAME grabs him-

She TURNS Wayne to face an ASIAN MAN in his fifties.

In the Asian Man’s buttonhole is a DOUBLE-BLOOMED BLUE POPPY.

The Asian Man nods. Wayne STARES at him.

The Society Dame laughs nervously, confused.

VOICE (O.S.) But is Ra’s Al Ghul immortal..?

Wayne TURNS. Standing there. Smiling. Ducard.

Ducard (THE REAL RA’S AL GHUL) smiles acknowledgment.

DUCARD/RA’S AL GHUL Surely you don’t begrudge me dual identities?

Ra’s Al Ghul walks Wayne through the dwindling party.

CONTINUED: (2) 123.

RA’S AL GHUL I’ve been admiring your work, even as it’s interfered with my plans...

Ra’s Al Ghul looks at Wayne with a tinge of sadness.

RA’S AL GHUL (CONT’D) You were my greatest student... until you betrayed me.

Wayne notices CERTAIN GUESTS staring at him: members of the League of Shadows. Wayne looks at the departing Guests.

RA’S AL GHUL As you wish. But they don’t have long to live- your antics at the Asylum have forced my hand...

RA’S AL GHUL His toxin is derived from the organic compound in our blue poppies. Crane was able weaponize the compound. A brilliant scientist, but no visionary. He just wanted money and power- (smiles) I told him the plan was to hold the city to ransom... but, in fact-

RA’S AL GHUL (nods, serious) Then watch Gotham tear itself apart through fear...

COP CARS BLOCK the bridge. Police in RIOT GEAR, some on HORSEBACK. Rachel argues with a POLICE OFFICER.

CONTINUED: (2) 124.

Rachel brushes past him. He follows, shaking his head.

Wayne and Ra’s enter. The library is empty of guest.

RA’S AL GHUL No. Billions of lives. Gotham is just the beginning. The world will watch in terror as the greatest city falls. Anarchy and chaos will spread... mankind will ravage itself, the species will be culled and the balance of nature restored. The planet will be saved for all species.

Wayne stares at Ra’s appalled.

RA’S AL GHUL Don’t question my humanity, Brucewhen I found you in that fetid hole you were lost. I saved you- I showed you a path and took away your fear- I made you what you are. (stares at Wayne) And in return... you attacked me and burned my home...

Ra’s looks up at his MEN in the gallery. Nods. The Men start SETTING FIRE TO THE DRAPES.

RA’S AL GHUL (CONT’D) Since then, you’ve used my skills and techniques to interfere with my plans, plans in which you were supposed to play a part...

CONTINUED: (2) 125.

RA’S AL GHUL (smiles, nods) You were supposed to be Gotham’s destroyer... instead you became her only protector.

RA’S AL GHUL You underestimate Gotham’s corruptionwe’ve infiltrated every aspect of the city’s infrastructure...

Four SWATS are guarding the Emitter. One of them checks his watch. Gives a signal to the SECOND SWAT who nods and starts priming the machine... The Third SWAT turns-

PHUUUT. The Fourth SWAT has shot him with a silenced pistol. Moving with military precision, the three Ninja/SWATS don gas masks place explosive charges along the wall.

The TRAIN DRIVER checks his watch. Hits the INTERCOM.

PASSENGERS groan, get to their feet.

The FLAMES ARE RISING. SMOKE GATHERING at the ceiling...

RA’S AL GHUL Gotham is helpless without you. That’s why I’m here.

Ra’s Al Ghul looks at Wayne. Emotional.

RA’S AL GHUL To bring you back to us, Bruce. The world will need great men like you-

RA’S AL GHUL This is not about power... this is about saving the planet before man destroys it with his greed, with his pollution, with his weaponry...

Ra’s holds out his hand. A Ninja THROWS him a SWORD. He HANDS it to Wayne, placing the point at his own throat.

RA’S AL GHUL (CONT’D) You still doubt me? Apply a few pounds of pressure... buy your precious city a reprieve.

Ra’s looks into Wayne’s eyes with absolute conviction.

RA’S AL GHUL (CONT’D) Kill me. Then you’ll understand how simple it is to do what’s necessary.

Wayne holds the sword at Ra’s throat. Thinking. Ra’s stares at Wayne with absolute conviction.

RA’S AL GHUL But you already are. You’ve given Gotham a potent symbol of fear...

CONTINUED: (2) 127.

RA’S AL GHUL You frighten everybody. A giant vengeful bat? What better apocalyptic symbol to haunt Gothams’ dreams as panic takes hold?

Wayne stares at Ra’s Al Ghul. Pulls the sword away from his throat. Ra’s Al Ghul looks at him, contemptuous. Pulls at the handle of his cane, producing a SWORD.

RA’S AL GHUL (CONT’D) Then die with Gotham-

Ra’s STRIKES Wayne’s sword from his throat- lays into him, sword in one hand, CANE/SHEATH in the other-

Gordon turns. Rachel is there. He nods.

The Ninja/SWATS crouch away from the back wall. One of them HITS a DETONATOR. A controlled EXPLOSION BLASTS a large hole in the back wall-

The Cops react to the EXPLOSION- Gordon RACES into the building...

Gordon and his men appear at the door to the room- the Ninja/SWATS are moving the Emitter through the hole in the wall- Gordon OPENS FIRE- the First Ninja/Swat turns to the second, SIGNALS...

The Second Ninja/Swat ACTIVATES the Emitter- A PULSE OF ENERGY RIPPLES FROM THE MACHINE... PIPES/TAPS/DRAINS EXPLODE with pressurized STEAM- Gordon DIVES for cover-

Manhole covers EXPLODE, RELEASING GEYSERS of STEAM. FIRE HYDRANTS EXPLODE, HISSING with steam- Cops hit the deck...

An ALARM SOUNDS- the Technician points at a DOT on the map.

Cops STARE at the cloud of FOG rising from the island.

Ra’s throws himself at Wayne with FEROCITY and SKILL- Wayne PARRIES, THRUSTS...

WAVES of flame ROLL across the high ceiling as the great room approaches flashover point...

Wayne PRESSES Ra’s back under the gallery... Ra’s THRUSTS, OFF BALANCE- Wayne dodges- Ra’s goes DOWN- Wayne holds his sword at Ra’s throat...

Ra’s looks up at Wayne with a sly smile.

RA’S AL GHUL Or perhaps you’ll never learn-

A section of the BURNING GALLERY DROPS onto Wayne.

RA’S AL GHUL (CONT’D) -to mind your surroundings as well as your opponent.

Ra’s RISES. Looks down at Wayne, unconscious, PINNED under BURNING TIMBERS. Firelight flickers on Ra’s’ face as he sheathes his sword/cane.

RA’S AL GHUL (CONT’D) Rest easy, friend.

Ra’s turns, walks out of the flaming library.

Ra’s walks out of the burning building. Motions to a Ninja.

RA’S AL GHUL No one comes out. Make sure.

He walks towards a waiting HELICOPTER. Another Ninja follows.

RA’S AL GHUL (CONT’D) Is everything ready?

The Train Driver looks down at Arkham as he pulls overhead with his empty train. He STOPS the train above the Narrows.

Thick clouds of WHITE FOG fill the room. Gordon is CHOKING... RACHEL GRABS HIS ARM-

Gordon RIPS his arm away- COUGHING, SPLUTTERING... he STARES into the BLINDING WHITE... TERRIFIED, adrenaline kicking in- Rachel SHAKES Gordon, FUMBLING with the pneumatic syringe.

Gordon looks at the needle, panicked. Then at her face...

Wayne, unconscious, PINNED by burning timbers, FLAMES RISING.

A Ninja guards the side door, STARING into the flames... WHACK! He goes down... ALFRED is standing there, nine iron in hand. He looks down at the Ninja.

Alfred rushes in to the burning house.

Alfred moves to Wayne, tries in vain to shift the BURNING WOOD from Wayne’s chest. He moves to Wayne’s face. SLAPS IT, HARD.

Wayne’s eyes flicker open. He PUSHES, but can’t move.

CONTINUED: (2) 131.

Wayne GLARES at Alfred, FORCES the weight from his chest.

Wayne and Alfred push through the burning room. Wayne JABS at the flaming piano keys...

Alfred and Wayne CRAWL onto the lift.

The burning house COLLAPSES..

Smoke and flame EXPLODES through the passage- Alfred YANKS the lever DROPPING them out of the heat- they SPEED DOWN...

LANDING HARD. Smoldering. Wayne STARES up the SPIRAL: high above, SPARKS and firelight. The CRASH of collapsing TIMBERS echoes down as WAYNE MANOR DIES. Tears form in Wayne’s eyes.

Alfred struggles to pull himself to a standing position.

Wayne stares up at the glowing shaft. Lost in his despair.

CONTINUED: (2) 132.

Alfred makes a futile show of dusting down his jacket.

Wayne looks at Alfred’s bruised, smudged, yet dignified face.

Wayne looks up at his old friend.

Alfred offers him a trembling hand.

Wayne takes Alfred’s hand. Gets up.

Ninjas in gas masks move the Emitter into position UNDER THE MONORAIL TRAIN. The bind it into a HOIST.

Rachel injects Gordon. He stares into her eyes, questioning.

NOISES draw Gordon’s frightened eyes to shape of COPS choking on the fog, SHOUTING. FIGHTING. Rachel pulls Gordon to his feet- heads for the hole in the wall...

Loeb and a LIEUTENANT get out of a car at the blockade. Starring across: FOG HANGS OVER THE ISLAND.

As Rioters FLIT past through the fog either side, Rachel DRAGS Gordon into a doorway... She looks up into the fog. Sees the Ninjas hoisting the emitter up to the monorail...

An INMATE at the window of his cell. A CLUNK- he turns- his cell door is OPEN. He looks out into the corridors...

Crane, in Scarecrow mask, RINGS down the corridor, LAUGHING, unlocked each door in turn.

Inmates emerge from their cells, confused.

CLOSE ON: black scalloped GAUNTLETS thrust onto purposeful hands. A dark CLOAK whipped around strong shoulders. A graphite COWL placed over an implacable face.

A DARK FIGURE swallowed by the gloom. BATS flutter as an ENGINE ROARS to life...

MOVING IN on water tumbling hypnotically...

The Batmobile EXPLODES through the water, ROCKETING onto the opposite bank.

Ra’s Al Ghul puts on a gas mask as the helicopter descends.

Rachel sits up from Gordon. Hears something: a DRAGGING NOISE behind her. She turns, stepping away from Gordon...

A HORSE emerges from the fog. Crane is riding; in Scarecrow mask. DRAGGING along behind, boot caught in the stirrup, a dead MOUNTED POLICEMAN. CRANE TURNS TO RACHEL.

Crane shakes his head.

Loeb with a LIEUTENANT, watching the fog hang over the island.

They head a massive ENGINE, turn, BLINDED by headlights... the Batmobile RACES at the cordon, SHOOTS over the cars, clipping the roofs, Cops DIVING out of the way...

The too-wide Batmobile RIPS metal sheets and drywall from both sides of the tiny alley- RIOTING INHABITANTS run SCREAMING- the Batmobile is heading for a dead end...

Crane GALLOPS towards Rachel and Gordon and STOPS. Rioters emerge behind them... he REARS UP to STAMP RACHEL AND GORDON-

Rachel fires her taser, plugging Crane in the face- he JERKS, SPASM- the HORSE BOLTS, THROWING him, DRAGGING HIM OFF INTO THE FOG..

Rachel watches him disappear. Then sees the Lunatics closing in on all sides...

CONTINUED: (2) 135.

The Batmobile SMASHES THROUGH THE WALL- Lunatics closing in on all sides...

The Batmobile opens- Batman emerges- runs to Rachel...

A BRICK smashes into Batman’s head. He TURNS to the Rioters STARING at him, TERRIFIED. Batman RISES in the mist... to their eyes:

Batman is a twelve-foot shadowy devil with WINGS...

They fling bricks, bottles, fighting off the demon. Batman GRABS Rachel, FIRES his grappling gun up into the fog... it finds purchase- they SHOOT UP FROM THE MOB-

Batman sets Rachel down, looks out at Gotham: the Narrows below steaming, burning, screaming. The rest of Gotham WAITS.

Batman TURNS to face Rachel, realizing-

Batman turns to the city, stares at the wide sweep of the monorail tracks. The "spoke" that lead in to Wayne Tower...

Ra’s Al Ghul climbs onto the train with three MASKED NINJAS. The narrow-band emitter fills the front car. Pulsing with energy. Ra’s moves to the driver’s position...

Gordon looks up- the train moves overhead... as it passes, manhole covers EXPLODE in its wake, sending up fresh GEYSERS of STEAM... Gordon watches the train go... starts RUNNING...

ALARMS sound- the Technician looks at the map- lights FLASH.

Batman stands at the edge- looks at the IMPOSSIBLE DROP to the moving monorail train...

Batman TURNS. Rachel stares at his eyes in the black cowl, reaches up to his face.

Batman turns. Looks back at her.

Rachel steps forward, recognizing her own words, REALIZING-

But he is already FALLING...

Batman FREE FALLS, cloak flapping, sliding his gloves into the activating pockets...

The cloak goes RIGID- SMASHING THE WIND LIKE A PARACHUTE... Batman’s arms CONTROL his cloak, not simply arresting his fall, but GLIDING GRACEFULLY like a hand glider...

He eyes the moving train and NOSES DOWN, ACCELERATING-

Ra’s pulls off his mask, watching the city speed around him.

Flass is in the driver’s seat, eating. Gordon opens the door GRABS him-

-FLINGS him out onto the asphalt- PEELS OUT...

Batman STREAKS DOWN, CUTTING through the STEAM GEYSERS shooting up in the train’s wake... the train SPEEDS through a station- Batman BANKS SHARPLY around the building...

The Technician stares at the map: BLINKING LIGHTS reach CLOSER AND CLOSER to Wayne Tower...

The Technician, worried, looks at a PRESSURE GAUGE: the NEEDLE is moving steadily HIGHER, towards the RED ZONE...

The track ahead passes into an office building- Batman noses down- trying to get down onto the train before it reaches the building... Batman gets OVER the back of the train-it’s at the mouth of the tunnel- he COLLAPSES his cloak- DROPS onto the train just as it BLASTS into the building-

Ra’s hears a THUMP. He nods at his Ninjas. They move into the rear car, COCKING machine guns...

Batman lies on the roof- the train SPEEDS through the CANYONS of downtown Gotham... BULLETS tear through the roof, several HIT BATMAN- JOLTING him loose, spinning his SIDEWAYS-

The ninjas see a SHADOW FALL FROM THE ROOF. One of them sticks his head up to check: nothing but fresh bullet holes.

At the Ninjas’ feet, UNNOTICED, a GRAPPLING HOOK sticks through the FLOOR of the train-

A small CROWD outside a store watch news on stacked T.V.’s. The train STREAKS overhead. People look up, SHOCKED to see-

Batman HANGING FROM THE TRAIN BY HIS GRAPPLING CABLE, FLYING ALONG, 15 feet in the air, dodging STOPLIGHTS and AWNINGS...

The Train crosses over a busy intersection- Batman FLIES over CARS, between tall TRUCKS... behind him, in the train’s wake, manhole covers EXPLODE, fire hydrants BURST...

Batman STRUGGLES to fasten his grappling gun into his utility belt, but he’s being TOSSED too violently...

Up ahead: more of Ra’s Al Ghul’s Ninjas ride in a truck, preceding the train, guarding the monorail supports.

In the truck, a Ninja puts a rocket-propelled grenade launcher on his shoulder, sighting Batman- the others aim their guns.

A CURVE in the truck sends Batman SWINGING UP into the glass facade of a building, SMASHING ALONG THROUGH forty feet of plate glass... he clears the glass, looks ahead- sees the truck in his path, WEAPONS TRAINED ON HIM...

The machine guns open up- the TRIGGER of the RPG is SQUEEZED-

BLAM- with a SHUDDER the truck is KNOCKED SIDEWAYS by a SPEEDING unmarked sedan- the grenade MISFIRES into the cab...

GORDON is at the wheel of the unmarked sedan- he DUCKS DOWN- the truck EXPLODES... Batman FLIES THROUGH THE FLAMES...

On the other side, the track DEAD ENDS at another tunnel...

Gordon looks up in time to see Batman LATCH the grappling gun into his belt- SHOOT UP, SKIRTING the lip of the tunnel...

Batman JUMPS into the rear car- FIRES his grappling gun at a Ninja’s leg, YANKS him DOWN...

Ra’s glances back from the front car, but can’t see clearly.

Batman DOWNS a Ninja with an ELBOW to the head. LEAPS for the door between cars- a Ninja in the front car LOCKS it-

SMASH- Ra’s TURNS to see Batman at the rear door, glass falling from the window, hands around the Ninja’s THROAT...

RA’S AL GHUL You!

Batman DROPS the Ninja. LEADS UP out of sight.

ALARMS: The technician watches the blinking lights move CLOSE to the HUB... the pressure gauge needle tips into the RED-

CONTINUED: (2) 140.

Batman moves forward along the roof, cloak FLAPPING madly behind. Wayne Tower visible up ahead, the train STREAKING DIZZYINGLY through the tight CANYONS of Gotham...

Ra’s Al Ghul climbs up onto the roof at the front of the train. Standing tall before Gotham, long coat blowing around his legs. He marvels at Batman.

RA’S AL GHUL You took my advice about theatricality a bit literally, don’t you think?

He draws his sword from his cane. Batman LUNGES at Ra’s, who SWINGS his sword at him- Batman PARRIES with his gauntlet, SPARKS striking off the metal scallops.

The train SHOOTS through a building, the airflow WHUMPING down on the duelists...

Ra’s SWINGS his cane- Batman TRAPS it in his scallop- TWISTS his arm- sends the cane SPINNING away.

RA’S AL GHUL (CONT’D) Familiar...

Ra’s THRUSTS his sword at Batman’s chest, Batman DODGES left, dangerously close to the EDGE. He DUCKS at Ra’s, who KNEES him sideways, SWINGING him at the FRONT EDGE of the train...

Batman REGAINS FOOTING- Ra’s STRIKES DOWN at his head... Batman CROSSES HIS ARMS, CATCHING THE SWORD in the scallops of BOTH gauntlets, HOLDING FAST...

RA’S AL GHUL (CONT’D) Don’t you have anything new?

CONTINUED: (2) 141.

Batman YANKS his ARMS in OPPOSITE directions, BREAKING RA’S AL GHUL’S SWORD IN TWO.

Ra’s STUMBLES back, loses footing, SLIPS onto the roof, SLIDING back toward the rear...

Batman looks ahead to Wayne Tower approaching...

The first technician watches the pressure gauge needle slide up through the red. He CLOSES HIS EYES.

Batman leans over the front of train- FIRES his GRAPPLING GUN into the front GUIDE WHEELS- which JAM, SPARKING, GRINDING... cable SPOOLS out of the grappling gun... the train SHUDDERS...

RA’S AL GHUL (climbing to his feet) What’re you doing?!!

Batman THROWS the grappling gun at the SPARKING guide wheel...

The guide wheel HITS the grappling gun- BUMPS OFF ITS TRACK...

Ra’s DIVES onto Batman- SMASHES him against the roof- the train LURCHES, SCRAPING against the concrete guiderails... Batman ROLLS Ra’s onto the bottom- but Ra’s is CHOKING Batman, THUMBS PUSHED DEEP INTO THE FLESH ABOVE BATMAN’S NECKPIECE...

Batman STRUGGLES uselessly against Ra’s Al Ghul IRON GRIP...

RA’S AL GHUL Are you afraid?!!

Ra’s looks up at Batman’s DYING eyes... Batman’s hands STOP PUSHING against Ra’s...

CONTINUED: (2) 142.

...and slip down his cloak to the activating pockets-

The cloak goes RIGID- CATCHES THE WIND- like pulling a rip cord- Batman YANKED from Ra’s Al Ghul’s hands, INTO THE AIR...

Ra’s SCREAMS as he rides the train OFF THE MONORAIL...

CRASHING DOWN INTO WAYNE PLAZA- DIGGING THROUGH THE CONCRETEMETAL SHREDDING, MARBLE SHATTERING, DUST CLOUDS FLYING, PARKED CARS EXPLODING...

The Train has disintegrated into burning rubble just short of the entrance to Wayne Station...

The Technician opens one eye. Then the other. And starts breathing again.

Massive fiery destruction. And above it all-

Batman SOARS in a high bank, riding the thermals, staring down at Ra’s Al Ghul’s funeral pyre... And we-

Construction CREWS clear the RUBBLE, Lucius Fox, in hard hat, supervises. Earle approaches, livid. Fox spots him.

CONTINUED: (2) 143.

Earle stares at Fox, hard.

Fox points at Wayne’s Rolls Royce idling nearby. Earle strides towards it. Fox quietly smiles, turns to his work.

Earle is BANGING on the window. Wayne rolls it down.

Alfred is smiling in the front seat.

Earle is speechless. Wayne smiles. The Rolls pulls away.

WORKERS sift through the smoking ruins, supervised by Alfred.

Soot-stained glass crunches underfoot as Rachel picks her way through the smoking remnants of the greenhouse.

Rachel finds Wayne hammering a board across the disused well. He looks up at her. She approaches. He turns to the well.

Wayne looks down at the black gap yet to be covered.

Wayne places the board over over the gap. Closing the well.

Wayne walks Rachel past the ruins.

CONTINUED: (2) 145.

Wayne looks at her, emotion rising. He takes Rachel in his arms and they kiss, passionately... desperately.

They break, Wayne looks into Rachel’s eyes, hopeful. But she gently shakes her head.

Rachel reaches up to his face with her hand.

Wayne looks at her. Aching. He nods.

She walks away. Stops. Turns. Points at the ruins.

CONTINUED: (3) 146.

Wayne looks at her. Glorious purpose in his eyes.

Rachel nods. Walks off. Wayne stares after her. Alone...

But Alfred is at Wayne’s shoulder. Watching his gaze.

Wayne turns to Alfred.

They stroll, side by side, towards the smoking ruins.

The irregular SHADOW of a BAT SYMBOL cast up onto turbulent clouds... and we are-

Gordon sips coffee from a styrofoam cup. Beside him- an upturned spotlight with a METAL STENCIL bolted to it.

A dark FLUTTERING, and Batman is standing the other side of the spotlight. He reaches out, taps the stencil.

CONTINUED: (2) 147.

Gordon kills the searchlight. The two men stand opposite each other in the dark.

Gordon leaves his sentence hanging between them.

CONTINUED: (3) 148.

Gordon leans closer to Batman. Points at him.

Gordon fishes in his pocket.

He pulls out a clear plastic evidence bag.

Inside the clear plastic bag is a PLAYING CARD.

Gordon hands Batman the bag.

Batman turns the card over. It is a JOKER.

He steps up onto the balustrade. Gordon looks at him.

Batman looks out at the lights of Gotham. Cloak billowing around him.

Batman DROPS from the rooftop, GLIDING on the night wind. Gordon smiles. He can’t help it.

FADE OUT:

CONTINUED: (4) 149.

CREDITS.

END.