"BATMAN RETURNS" (1992)

DICTEL - Rev. 8/7/91

The viewer floats through an overbearing mansion and up its sweeping staircase to where a stern man fn conservative dress is pacing back and forth, smoking a cigarette in a cigarette holder. He is the FATHER. The throes-of-labor pants and moans of the MOTHER can be heard from down the hall.

Now, eerie Gaas and Goos chill the air. The Father stops * and gapes the cigarette holder out of his mouth to see a dazed NURSE shuffle out of the birth room and disappear * down the hallway.

A TRAUMATIZED DOCTOR next wanders out. The Father runs * past him into the room. The viewer remains outside and hears the Father's subsequent screams.

A bizarrely corrugated Cage sits amid the plush, period, and Christmased-up surroundings of the mansion. With their backs turned to the sickly squeais emerging from the Playpen from Hell, Father and Mother, holding martinis, look out a window of gentle snowfall, with bloodshot eyes. A 50's-type radio warbles "Santa Claus is coming to Town."

A strange pair. of eyes~dr' from Giie·cage.. Taking the point· of view of the ey~ ~rom inside the playpen, one sees the mansion's Christmas tree from between the dark cage slats.

The family cat skulks past the cage -- almost. Without warning, the cat is yanked -- so fast and powerfully it seems that it's been sucked -- through th&•bars, into the cage. A feline SCREAM, then sickening si~ence.

With dead syncopation, Mother and Father finish off their martinis, and plop the empty glasses down.

A HAPPY COUPLE in SO's dress, pushes a baby carriage through the park cooing toward their bundle of joy inside.

Father and Mother straggle from the other direction, creaking forward_an ominously closed-up, wickedly de- signed baby carriage that serves to muffle nasty whining and thumping noises.

Father and Mother fake a smiling response that collapses as the happy couple passes. They then brake at a story- book bridge over a bubbling brook. With dark nonchalance, Father and Mother each grab an end of the carriage and heave it upward.

swirls in the air and splashes down into the small river. Right side up, the carriage gently rides the tranquil rapids out of the park area. It bobs through an open sewer tunnel pipe.

,..

The carriage innocently slides thro~h the•,giu1.A:,·waters of the awesomely cavernous and c~el\y se.wer·,softly surfing its sides. \J

The resilient carriage spews from a gaping pipe into a moat of water that surrounds a vast patch of snow and ice that is the centerpiece of a dark and mysterious lair.

The carriage rides a gentle wave onto the sanctuary's arctic island, into a patch of light. From out of the darkness of the lair, FOUR STATUESQUE EMPEROR PENGUINS WITH DISTINGUISHED GRAY BELLIES regally approach the carriage and surround it with spooky authority.

FROM OUT OF THE DARKNESS OF THE OPENING CREDITS WE GO TO ...

A Batman logo fills the frame with a portentous soundtrack boom. A playful salvo of snowballs reverberates against this image as the logo is revealed to be a hanging center- piece in the display window of a store that sells Batman * sleds, lunch boxes, T-shirts, and ticking-to-twenty- before-Seven clocks.

Bathed in pristine snow and packed with ELATED SHOPPERS, POINSETTIA GRASPING LOVERS, BLESSED CAROLERS, and an overwhelming array of Christmas decoration, the intimate Plaza center of Gotham City has been dragged kicking and screaming into a state of beauty and happiness.

An ALL-AMERICAN DAD holds up a bowed Batman sled to an * ALL-AMERICAN MOM. An ALL-AMERICAN SON rushes up causing All-American Dad to exaggeratedly hide the present behind his back. *

Just behind them, an ADOR.A.BLELITTLE GIRL takes a dollar from her precious little purse and gives it to a SALVATION ARMY SANTA. A sweet, microphoned voice wafts out over the Plaza.

PLAZA--EVENING

A dewy-eyed young lovely, wearing a snow bunny fur,~ tiara, and a banner streamed across her cllfstthat reads ICE PRINCESS_, continues into her mike. ~\Elegant Lampost Clock, near the stage, ticks fifteen mild'testill seven. *

The merry Consumers stop to watch the Ice Princess scurry

to an IMMENSE VIBRANTLY MULTI-COLORED BUTTON and press it down. This causes a mammoth Christmas Tree to light up. The crowd erupts in aahs and oohs.

,

Through a grand, vertical half-circle sewer grate, an older pair of strange eyes peer. Taking the point of view of the eyes through the grate slats, one sees the

blazing Christmas Tree, just as one did through the * Playpen bars.

A pair of black webbed hands -- flippers, really curl out around the grate bars. Eerily poking out next is a twisted bird-like nose and a creepy pair of barely audible lips.

THE CREEPY LI P S "I know when you are sleeping, I know when you're awake."

The world's most beloved butler, ALFRED, marches past the sewer grate, past a PAPERBOY who bustles up, holding a newspaper headlined "PENGUIN - -MA.NOR MYTH OR SOMETHING WORSE?"

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

He turns to the sewer grate just as the slimy flippers disappear into the darkness.

' ·, '-J

The viewer goes from Gotham's · bowels to itssummit. The top floor of the building housing the department store is a tower of Ivory with a large, friendly sentinel of a cat at its tippy top . Two men stand in the window, pointing down to the Plaza below.

The conference room presents itself in its high-tech splendor . A mighty Shreck Corporation logo of a friendly cat adorns one wall.

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

pillar of community charisma . The Mayor is more straightforward, less spectacular .

Evidentiy, this is the first the Mayor has hea~d of it.

show that Gotham has enough energy

sources to sustain growth into the

next cen--

you like the sound of "brownouts"? Do you? ·

Behind them, Max's football-hero son CHIP (as in Chip off the old block) enters, with SELINA KYLE, Max's beautiful- beneath-bifocals-and-a-subdued-haircut assistant. She sets down fresh coffee for Max and the Mayor.

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

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

13 CONTINUED : ( 2 ) 13

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

Max turns, goggle-eyed at the impertinence.

As Chip follows his father and the Mayor out he tells * Selina, re the untouched coffee:

Now Selina is alone. ()

Then she slaps her forehead with her palm.

Max, his son and the.Mayor roll out from beneath the * SHRECK sign, through popping flashbulbs and happy Gothamites.

Max smoothly hands a fifty and a second bill to a Salvation Army Santa. Santa checks the second bill. It's a single.

Max gracefully side-steps an island of melting sludge. * We follow its oozing stream down into a sewer grate.

A silhouette of a squat, gnarled figure responds to the icky drizzle by flapping open an umbrella, in shadow.

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

The elegant clock behind them says five minutes till seven. Max and the Mayor both peck the Ice Princess's cheek. Now the Mayor takes the mike. With forced joviality:

Gotham's own Santa Claus, Max .s1Wi'ii·

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

she then sticks on the edge of her computer beside other

girlishly masochistic post-its like "Don't 'get' jokes" and "Save it for your diary".

Selina pouts at the sound of the cheering crowd. A

..., phone rings. She just stares at it. Then past it, to a legal pad sheet with the word SPEECH scribbled atop it. Selina pops to it in a panic.

Max, the Mayor, and his staff proudly hurl small wrapped boxes into the eager audience. Max then stops to unzip a hand-size portfolio--it is empty. He gives a calm, clenched-teeth hiss to Chip. *

The umbrella closes to reveal a POV of the babbling Max up through a stage-side sewer grate.

His clammy flipper rises up, barely into the light, to flick open a rusted, ornately battered time-piece. One .. minute till.

A GARGANTUAN CHRISTMAS PRESENT WITH A.COLni RED BOW is suddenly seen floating into the Plaza. Citizens turn

their heads from the stage to gasp in wonder.

Behind The Adorable Little Girl, Alfred reaches a parked

Wayne Rolls-Royce and tosses in his present. He pulls off a ticket from the windshield with a huff, then looks out to the big present. Warily.

The alarms on the clocks in the Batman Store window go

off at seven o' clock.

The Mayor admires the Mega-gift. Grudgingly:

Max drops a present. It lands atop the sewer grate * below.

DICTEL - Rev. 8/7/91 9.

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

PENGUIN.

One can make out motorcycle wheels churning beneath the box and even some moving feet when suddenly the front of the box tears ·open. With a rebel yell, a GANG of SURLY CARNIVAL DENIZENS WITH RED TRIANGLES TATTOOED OVER THEIR LEFT EYES blitzkrieg the crowd, which includes Alfred, who protectively bolts toward the Little Girl.

A STRONGMAN COVERED IN TATTOOS emerges out of the box to slam the All-American Dad and swipe his Batman sled, which Strongman then uses to hammer down Santa Claus.

Oblivious, Selina rushes out with Max's speech.

A TRIO OF.SCOWLING BIKERS buzz her to the ground.

The Batman sled crunches_agains~a •· -~ police wind- shield. A disgruntleoC,Ml"IISSibtEtr®RDON sputters out into his radio. ·

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

The Bat Beacon can be seen through an elegant mansion window.

Its reflection is picked up in an ornate mirror in the grand living room and then followed to another strategically placed mirror. The reflection glows against the face of a sitting-in-darkness Bruce Wayne. He moves out of the light.

Through the grate bars, the beacon in the sky can be made out, accompanied by strange squawks.

DICTEL - Rev. 8/7/91 10.

my parade .. ?

A FIRE BREATHER smashes open a big hole in the Batman Store display window with his Fire-rod. He sticks his rod in his mouth, then bellows a cloud of flame onto the Batman merchandise. ·

Amid the chaos of whimpering victims and dropped shopping bags, a fleeing Ice Princess shoves an Elderly Woman to the ground.

Monkeys with cap-pistols frolic on the shoulders of a man equipped with an organ-grinder-Gatling-gun, as he fires artillery into the Christmas tree, blasting off ornaments, cables, and lights. Max and the Mayor hit the deck.

A FAT CLOWN leaps onto thetle wi"t~ . ~y DRESSED DAME; who wears an assortm ·f kniv'.\;,•-u.t.a.JaRAGGEDY. SWORD SWALLOWER who chokes p n Excaliber.

The Mayor bravely steps forward.

Laughing, the Sword Swallower pushes him bf£ the stage.

Now Chip heroically stands.

Simultaneously the Knifethrower whip~throws a knife that grazes Chip's ear.

DICTEL -Rev. 8/2/91 11.

· CHIP Dad! Save yourself!

Max has already dashed off the dais.

The Batmobile rockets toward the viewer, the bat insignia reflecting off the windshield. It plows through the gargantuan "present," shredding it to pieces.

Three STILT-WALKERS are viciously kicking the crowd.

BATMAN slams down a lever.

Twin blades sprout from the Batmobile's sides, like wings, to saw off the stilts, whose owners now crash down, face-first.

Out of slots, Batman fires a whooshing array of small, black, metal frisbees into the heads of·some Carnival gangsters and Bikers.

Now he focuse$ upon the Tattooed StroJ'lr-'".....:i.,chasing Aifred and the Little girl. I'..

' \J

Alfred looks to the oncoli\~ Batmobile and knowingly ducks. A black frisbee Mvagely jettisons over his head, into the Tattooed Strongman's face, crumpling him to the ground. Alfred rises up to broadly beam at the passing Batmobile.

Max huffs with growing confidence, into a less crowded sidestreet. He trots over a sewer grate.

Loud animalistic panting and splashing sounds are heard as we watch Max stamping across the grate.

Three Clowns spin and fire frantically at the charging Batmobile. One dives out of the way.

The other Two (one, a midget) slam atop the hood as Batman roars toward the Batman store and the Fire- breather blaspheming the display window.

12. *

The woozy hood-top clowns raise their guns toward the windshield, while the escaped Clown rains bullets against its back window.

Batman brakes the Batmobile. The Hoodtop Clowns sail into the stunned Firebreather and all three land on the merchandising.

Batman twists a square black Knob. A powerful STEEL JACK- TYPE DEVICE.jets out the bottom of the Batmobile and lifts the vehicle up off the ground. The Batmobile does· a sharp 180 degree spin. Batman re-twists the knob. The jack slams back up into the Batmobile.

The Exhaust of the spun-around Batmobile volcanoes toward the gaping Firebreather, fittingly setting him on fire, along with both clowns. The Batmobile thunders at the -clown wh~'d escaped.

This clown grabs innocent bystander Selina Kyle. In the scuffle, a heel cracks off one of her shoes.

The blitzing Batmobile comes to a skidding halt. The Clown presses a sleek stun-gun to Selina's neck.

The Batmobile -door whooshes open. Batman pounds -straight at the Clown, an eerie force of nature. An ACROBAT somersaults into his face. Batman casually punches his lights out.

Batman gunslingers out his grapple speargun. The wired hook rockets past the Clown's jerking away head and into the wall behind him.

DICTEL - Rev. 8/7/91 13.

33 CONTINUED : (2 ) 33

Batman yanks the wire, ripping off a chunk of wall that smacks the back of the clown's head. As he staggers: *

With her surviving heel, she kicks the Crumpled Clown's knee, knocking him and the stun gun to the ground.

Batman bends to his vanquished foe. Touches the triangle tattoo over his left eye, as Selina gushes: *

Batman finds himself staring at the lovely young woman. * For a moment, time freezes. *

BATMAN

Gotta go.

In a wink, he's a halhb'tock awG, -d~~g schmoozed by

Commissioner Gordon. ~!ookers CHEER.

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

She kneels beside the Clown. Picks up his stun-gun. Zaps him, jolting his body a bit.

Hearing the sounds of cheers, -Max smiles and stops atop a manhole to wipe his brow. Suddenly, the manhole cracks in half, sucking down a wailing Max. The manhole flaps

back up into a normal, seemingly untouched position.

The Commissioner hustles to keep pace with Batman.

DICTEL - Rev. 10/9/91 14.

Now the Mayor bustles up.

Belatedly it dawns on the Mayor. He looks around, blinking.

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

Selina enters, hanging up her winteQ:~t and calling out.

She wearily laughs at her private joke, then takes in her '90's quaint, "feminine" apartment -- pink carpet, cute linoleum, a neon "HELLO THERE!" on the wall -- *

-- a meticulous doll house, a quilt-in-progress, a pretty embarrassing assortment of stuffed animals and a Christmas tree.

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

Miss Kitty ... Back from more sexual escapades you refuse to share ... not that I'd ever pry. Drink your dinner.

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

She passes childhood PHOTOS of a younger happier Selina on a trampoline, on a horse, on a mountain face then turns on her answering machine.

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

She fast forwards to:

As she fast forwards:

36 CONTINUED: ( 2) 36

Onto the next message:

Onward. Miss Kitty compassionately snuggles beside her, as:

Selina fires her stun gun at the answ~ring nQ:h~ne, jolt- ing it off .. Again, she slaps her fo.ead with her hand. Th n goes to her closet, puts her ifflt~•backon. As she

exits: ~

The viewer is suddenly wafting over the creepy panorama of an abandoned Zoo Expo Area.

'

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

and through its Colossal, cracked Observation window.

We continue to squirm down the walls of the lair where * Penguin found his home, before settling to a tight glimpse of Max -Shreck slumped over the edge of a block of ice.

Max teeters up into consciousness, glancing to his side to see a grand Emperor Penguin curiously staring at him. * Max yelps. The Penguin yelps back.

DICTEL - Rev. 8/2/91 17.

Calming himself, Max turns to face forward, then screams again. The block of ice is revealed to be a strange con- ference table populated by the Red Triangle Circus Gang, including: a disturbingly Ratty Poodle and its matching

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

monkeys; the Tattooed Strongman; the Sword Swallower; the

Knifethrowing Dame; the Fat and Thin Clowns; the three

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

An awesome, SEEDY ELECTRICAL GENERATOR wired to a massive air conditioner, wheezes sparks with a malevolent hum.

The gang's snickering now fades into respectful silence.

Actual penguins of every size heedlessly horseplay in the icy moat. Now we hear the sound of a drip. Max turns ... The drip isseen thudding against an umbrella improbably held by one of the penguins. As he emerges from the pack, we see that he wears a grimy coat. Then he flaps down his umbrella, revealing his face for the first time in glory. It is nots penguin but The Penguin.

Max laun~hes into a face-contorting wail, but his shock prevents hiiq from emitting actual ~ . .;..He closes his mouth then tries another Munc1icr9'"":·:c1.iltono aural effect.

f\'\ENGUIN I believe thVword you're looking for is ... A-A-A-A-A-G-H!

Then:

Max shuts right up. Penguin idly "tries out" his little umbrella -- it spits fire. Satisfied, he sets it down.

monsters. But, somehow, you're a well-respected monster, and I am•••

to date ...D..Q..t.

There is a small ~rsenal of umbrellas at his feet. He picks up another one: it shoots knives.

Penguin cuts him off ·witha CACKLE.

I discover. What you put in your

toilet, I place on my mantlepiece. Get the picture?

Pe~guin is playing with a third umbrella. He(be&.1.11sto twirl it at Max -- it's got a bright spti.ralpattern, like one of those cheesy "hypno-disks" f~ lhe backs of comic books. V

Penguin "fires" the umbrella at Max -- a DEAFENING gunshot. Max flies back in horror: Am I hit?

Suddenly Penguin is solemn, subdued -- is that a tear in his eye?

38 CONTINUED : ( 2 ) 38

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

Even the Circus Gang looks touched. Max stays poker-

faced. ·

On cue, one of the Carny Creeps hands Penguin a grimy Christmas stocking with "Max" disturbingly stitched on it.

He pulls a rusty thermos from the stocking and, from the thermos, pours some goo onto the tabletop, which sizzles.

38 CONTINUED : ( 3 ) 38

Another Carny Goon hands over a sheaf of papers -- they've been shredded, but carefully pieced together with tape.

From under the table, Penguin pulls out a discolored human hand and happily waves it at a whitened Max.

Or stroll down memory lane, Rt torn-up kinky Polaroids? FaMe urine tests? Remember, Max •.. You flush it, I flaunt it.

Max sits here -- chastened, thoughtful, considering all the incriminating evidence before him. Now he manages a smile.

help each other out ...

PENGUIN * You won't regret this, Mr. Shreck. *

He puts out a hand. Max shakes. Penguin abruptly pulls * his flipper away, leaving Max holding "Fred"'s severed paw.

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

The Mayor, surrounded by TV news-cams, grimly tours the scene of last night's rampage. Accompanied by his Wife, holding their BABY (great photo op) and an appropriately solemn Max.

Suddenly from behind the ravaged Tree, an ACROBAT-THUG somersaults at the Mayor's Wife, and snatches the Baby! Then leaps onto the platform and holds the baby up, like an Oscar.

The Mayor lunges for the attacker and gets pivot-kicked .. to the ground. The THUG races through a frightened crowd

-- and falls into an open manhole. As bystanders gather, and try to peer into the darkness below, we HEAR:

Now the THUMPS of someone taking a mercilesf!I\_R,;...a1ng. And the SCREAMS of the Thug. Now he comes \.l:ramblingout of the manhole, dazed and empty-h~ ... and madly dashes away . . . \J ,

Next, amid cries of "Stand back!" and "My God, look!" the bystanders back off, revealing the spectacle of the Mayor's tiny child levitating -- as if by magic -- from the depths of purgatory. But no, it's not magic ... it's · ...Penguin! He holds the babe aloft in one yucky but powerful flipper.

thru thru·

Alfred is standing on a stepladder attaching ornaments to a Christmas tree, but finding his attention claimed by the TV.

Bruce is sitting on the couch, also entranced .by the lead item on the local news.

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

Now Penguin is fully out above the pavement, so we can see how he'd miraculously floated up ... on a big Rubber Duck attached to a tall scissor-lift. As CAMERA ZOOMS IN:_

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

fighting nausea, she embraces the modest, abashed Penguin -- whose eyes heartbreakingly blink in the unaccustomed light.

But now this odd littl!f.~-beas15.J can proudly stand tall, 11.Jiongside our own legendary Batma.

The Mayor tries to shake Penguin's hand ... but somehow Max Shreck is standing between them, patting Penguin's back.

Shreck whispers something in Penguin's pointy little ear -- c'mon, you're a hero, it's your moment. Embarrassed, but -- aw, what the hell -- Penguin takes a little bow.

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

Bruce and Alfred are both frozen (Alfred's arm outstretched to the tree, ornament dangling). Both still staring, at:

DICTEL - Rev. 8/2/91 23.

Penguin is in Gotrram Plaza, doing a live interview.

Shabby but proud in his tattered cloak, shielding his eyes with a small, touchingly frayed umbrella from the glare of the studio lights. He haltingly, earnestly tells CAMERA:

Alfred is back to trimming the tree. But Bruce still stares at the TV screen. Presently:

Alfred murmurs his agreement: that would be nice.

HOLD ON BRUCE as he continues to scrutinize the image of the Penguin, on the screen ..•

Press Photographers jostle to snap photos through the windows of the baroque old building. Frustrated Journal- ists, barred from the building by a row of Cops, inter- view each other.

JOURNALIST l Whattaya think he'll do to his mom and dad, when he finds 'em?

An AGGRESSIVE REPORTER tries to sneak in through a side entrance. He's grabbed by two Shreck Security GUARDS.

Suddenly Max Shreck is standing here, surrounded by a posse of his own sympathetic reporters, who jot down every pearl.

He thrusts his tape-recorder -atMax's mouth. Shreck smiles.

Yes he's a per~al friend. oOtlis whole city. So have a heart, ouddy.

He flicks off the reporter's Record button.

We find Penguin alone in the vast, silent Main Hall. Seated at an enormous table. Surrounded by files marked "Birth Certificates" ..• hundreds of thousands of birth records of Gotham's citizens, past and present ...

... and Penguin is patiently checking each certificate, "thumbing" through·them all with his slimy left flipper ...

His right flipper is wrapped around a pen. Every so often, Penguin pauses, then jots down another name, on a legal pad. So singleminded in his search, he doesn't hear the muffled CRIES of his name, through the windows, from reporters •••

DICTEL - Rev. 10/22/91 25.

DISSOLV~. It's NIGHT now. A cloak of DARKNESS through the oversized windows ... even the press has gone home but Penguin is still here, he hasn't budged.

Still methodically "flipping" through all those birth certificates ... and still jotting down names ... ~ names, boy's names ... on a legal pad. He's filled many pads by now -- a tall stack of them.

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

The Batmobile sleekly cruises '...-ii'la deserted street.

As Batman drives, Alfred's face comes on a screen inside the Batmobile. ~

M)RED The city's been noticeably quiet since the thwarted baby-napping ... yet still you patrol. What about eating? Sleeping?- You won't be much good to anyone else· * if you don't look after yourself. *

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

42J THE HALL OF RECORDS 42J

Surprise, that's where he's cruising. ·

The one light inside still burns, throwing a long shadow of the strange, hunched-over Penguin -- at his desk, resolutely doing his research.

In front of the building are a Shreck Guard and a Police- man. Both slumped on the front stairs, both snoozing~

As Batman drives around the Hall, checking the silent street for trouble, then surveying the single lit window, again:

A MOB of PRESS, MORBID CURIOSITY-SEEKERS, even some over- night PENGUIN-GROUPIES, try to muscle their way into this grand, well-tended boneyard for the rich and expired. Gotham's own Forest Lawn, and a flying wedge of the city's FINEST, arms interlocked, keeps out the rabble, as ...

The Penguin, in threadbare black, waddles past the manicured headstones to the twin markers etched with the names Tucker Cobblepot and Esther Cobblepot ..

Now, reaching his parents' final resting places, he falls to his knees -- not very far to go. Then plucks two wilted old roses from his sleeve, and places one upon each plot.

From behind the police barricade, camera motor-drives WHIRR. Not an instant of this drama is being lost to posterity. A Penguin groupie faints. Around her, other girls pick up the cue -- some wail, others swoon.

After a moment of silent contemplation, Peft'ifn rise~ again. Mournfully shambles back to the crowded ce~~ entrance.

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

But Penguin doesn't look shocked, merely surprised. As the flashbulbs flash (Penguin doesn't cringe -- he's already used to this media mishegas) he pensively twirls his umbrella and, in a reasonable facsimile of a soft, sweet squawk:

{CONTINUED)

DICTEL - Rev. 10/9/91 27.

Another ripple through the crowd, of pure love and devotion.

The Paperboy doesn't have enough tabloids to sell -- they're flying out of his hands. He quotes the banner headline:

All around ~im, channed Gothamft(read each other their £ave quotes from the cover story,J!

GOTHAMITE 3

He's like a frog, that became a

prince ...

GOTHAMITE 4

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

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

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

{CONTINUED)

DICTEL - Rev. 10/9/91 27A.

42M CONTINUED: (Al) 42M

DICTEL - Rev. 10/22/91 28.

Forget Christmas shopping ... It's a virtual sea of the late-city edition. Hot-off-the-presses newspapers everywhere ...

Bruce Wayne is also reading a paper. But he's not holding it and i~'s not today's issue

The newspaper is on microfiche, and it's projected on a large screen before him. It's old, faded, yellowed Bruce scans the articles--,andMURMtffi as he scrolls from one to the ·next:

He punches in a command, th~appears on top of the screen: CONTINUE SEARCH F~ Red Triangle. A blur as back issues whiz by, then ah6ther old article appears.

As he searches for· the next reference (blurry screen again), Alfred enters with supper, on a tray.

He sips the soup.

He returns to his search through the file.

resonance for you?

DICTEL - Rev. 8/7/91 28A.

42N CONTINUED: (Al) 42N

Bruce laughs. Then grabs an interactive CD on his table- top and lobs it at Alfred like a frisbee.

()

DICTEL - Rev. 10/22/91 29.

Alfred dutifully pops the CD in a player, and hears his own voice, recorded last night in the Batmobile:

Bruce snaps it off.

Tense, he turns back to then: ~ drticle, onscreen.

BRUCE:) " Circus is back, with a freak show that may not be suitable for your kids. Fe~turing a bearded lady, the world's.fattest man, and an aquatic bi~oy."

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

But Bruce is already engrossed in the next article onscreen.

Bruce turns back to Alfred, a strange "smoking-gun" smile on his face.

DICTEL - Rev. 10/22/91 30.

42N CONTINUED : ( 2 ) 42N

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

42-0 EXT. SHRECK BUILDING--THAT NIGHT 42-0

As we BOOM UP to the Executive Suite, we see Selina Kyle at her desk in the outer office, slaving away.

Selina makes notes. Now her ·p·~r-,ervouslyjerks as Max oozes in, surprising her with~ smarmy palm on her shoulder. -~

~NA (under her breath) No, I am. (then, officious) Yes, I'm boning up for your Bruce Wayne meeting in the morning. I pulled all the files on the proposed power plant, and Mr. Wayne's hop·ed-forinvestment .. . I've studied up on all of it .. . I even opened the protected files and --

Max looks surprised.

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

31. *

Selina is suddenly a tad less certain of her position, as Max lights a match, and sets her notepad afire. She swallows.

Mas drops the charred notepad and moves toward her.

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

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

{CONTINUED)

DICTEL -Rev. 8/2/91 32.

(almost pitying) Actually, it's a lot like that.

Tense silence. Then Max smiles. Selina wipes away a tear.

Max savagely pushes Selina through the window.

Selina swirls downward through shattering glass and snow- flakes with tragic beauty.

Her fall is (luckily) slowed by a protruding flagpole with the smiling Shreck cat logo on its flapping flag. Then she (luckily) lands in a deep snowdrift.

Her eyes creak open, fuzzily focusine l·T'\1. happy cat above.

SELol (faintly) He.Ip me . . .someone. . .MissKi tty •..

Max turns away from the window, stunned by his own violence. Even more stunned, when he sees:

Chip, who's been standing in the doorway.

DICTEL - Rev. 11/15/91 33.

~ PMS.

He turns and walks out. Max watches his son go, seeing him in an entirely new light.

Miss Kitty, summoned by her desperate owner, now appears ... leading cats of every shape, color and demeanor from every direction. Selina's cat era-.·lsup onto Selina's blouse and begins to breathe into .•ermouth in an eerie feline C.P.R. ballet.

A Siamese whispers in Selina• ~ ..ec:1.c. ·o-cute Tabbies snuggle against the soles of~~ fet A scraggly Tom viciously bites her finger. Selina'• ~,as fly open.

Battered, bloodied, and~utching Miss Kitty, Selina re-enters her apartment. Sh~j.s the malevolent antidote·· to her poignantly pleasant ~~ious self. She stares in unmoving, but torrid self-c~emplation. The~ she explodes into vivid montage:

With a black spray paint can in each hand, Selina attacks everything pink and eggshell--carpet, couch, wallpaper.

With uncoiled wire coat-hangers, she sets about trans- forming her Murphy bed into something weird and painful.

She flings her childhood pictures off the wall into a mini-bonfire (that includes her sad Christmas tree) set up on her kitchen-nook table.

She lustily shoves a stuffed unicorn into her garbage disposal. The carnage of other ex-cute toy creatures are spread about.

Miss Kitty races about, purring in delight.

With a sewing needle, Selina repeatedly stabs her doll's house, annihilating the micro-detailed rooms. In close-up, the rooms seem to be invaded by a giant silver missile.

Next, with the same needle, we see her stitching together something slinky, stretchy and black.

Then she assaults her feel-good neon sign. With bare fists, she punches out the last letter of the first word and the first letter of the second, turning "HELLO THERE! into "HELL HERE!"

DICTEL - Rev. 11/15/91 34.

As the sun rises through the windows, Selina sits in a lotus position on the floor of her very redone apartment. She is wearing her sinful black hand-sewn cat-suit. She slides a pristine bowl of milk to her content cat and speaks in a sultry voice. Her Catwoman voice.

thru thru

MECHANICS hustle about the~ree, trying to fix it.

Bruce Wayne gazes at this hapless exercise, then moves past the torched Bat ~chandising toward the Shreck building. <::>

Max and Chip stare, expressionless, out the shattered offi~e window. Snow has wisped into the office.

Bruce Wayne has just entered. As he shakes with Max, his eyes drift to the window.

DICTEL - Rev. 8/7/91 35.

Bruce sits at the circular conference table. ~ax paces.

Max aggressively sits knee to knee with Bruce.

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

Thought you shouA~ee it() *

Ostentatiously bored, Max \d.ipsth~ough the thing.

Gotham City has a power surplus. I'm sure you know that. So the

question is: what're you up to?

Max jumps to his feet.

MAX ,. "A power surplus"!? Bruce, shame on you -- no such thing! One can never have too much power.

Chip, standing tall beside his dad, vehemently nods.

The Mayor and I have already spoken

and we see eye to eye here. So

(CONTINUED) ·

DICTEL - Rev. 8/7/91 36.

He shuts his briefcase and stands.

WOMAN'S VOICE, OS -- wherever he wants.

Bruce, Max and Chip all turn, to see:

Selina, as she sashays in. Assertively dressed and coiffed, hand bandaged but head held high.

Recognizing her as the spirited woman he'd stared at in the plaza, Bruce gives her a warm smile.

DICTEL -Rev. 8/7/91 37.

Wayne.

Bruce·realizes his "error."

r1Et.INA 0 (amusel) l Yes and no

Bruce steps forward. Gently takes her bandaged hand.

on that ski slope? Is that why you cut short your vacation and came back?

His steely smile says: answer "yes" or else. Se·lina shrugs.

DICTEL - Rev. 11/15/91 38.

59 CONTINUED: ( 3) 59

Max trades looks with Chip. Then:

& &

~

Selina sees Bruce to the elevator. They scope each othe-r ...

Selina backs toward the conference room.

Bruce backs into the corridor.

DICTEL - Rev. 11/15/91 39.

Bruce punches the .drum button to punctuate the syllables:

The car arrives .. He gets in. Suddenly remembers some- thing. Fights the closing doors, dashes out!

Selina stops ~o spitefully squeeze a few drops of blood from her injured fingertip into th -~~rcolating coffee.

Suddenly she looks up, realizing .f.~Bruce is standing here. Embarrassed, she jokes:

SELINA~ Pouring myself into my work.

B~ (smiles~en) I, ah ... didn't catch your last name.

She mimes making a telephone call.

Bruce signals: gotcha. Then backs out.

As a brooding Max dials out:

Women ... nothing surprises me, Chip.

Excepting your late mother ... Who

even knew Selina had a brain to

damage? Bottom line: she tries

to blackmail us, we drop her out

a higher window. Meanwhile I got

badder fish to fry.

(into phone) Yeah -- Oswald, please.

DICTEL - Rev. 11/15/91 39A-42.

A two-story warehouse space with a particularly funky top floor. A dozen Red Triangle Carny C~eeps rough-house on the filthy loft floor. Others crawl in and out, through a vent.

Penguin is sitting by an open window, enjoying the brisk winter air as he reviews his stack of legal pads, cross- referencing them against a Gotham City White Pages ... and scribbling down addresses, next to the boys' names ...

The Organ Grinder lofts the phone to Penguin.

ORGAN GF .~~~R For you, boss.

PENGU:: Yeah, what is it? <t)m busy up here.

Max smiles. <S'

As Max continues, VO, we slowly BOOM DOWN to the GROUND FLOOR. A far shinier, spiffier, classier, freshly- painted space ...

A lone Volunteer tapes red, white and blue bunting around the perimeter of the room. Bunting never looked so ominous.

QUICKLY BOOM BACK UP to the funky top floor.

He slams down the receiver. Then goes back to the phone book, and his list ...

& &

Penguin doesn't quite know what to make of this.

As Max replies, VO; we slowly BOOM DOWN to the GROUND FLOOR. A far shinier, spiffier, classier, freshly- painted space ...

A lone Volunteer tapes red, white and blue btint~g around the perimeter of the room. Bunting never lo~ed so ominous.

QUICKLY BOOM BACK UP to the funky top floor .

He slams down the receiver. With a smile, he bats the phone to the Juggler with his umbrella.

Then stops smiling and goes back to the phone book, and his list ...

Across the street from Selina's apartment building. Chip peers into Selina's window ,trying to make sense of the weirdness within. The altered neon gives him pause .

Under eerie candlelight, the viewer gets an intense, elliptical array of close-ups of Selina's hands sewing together something black.

There is a tentative KNOCK on the door.

41. *

Chip gingerly enters. Notices a peculiar CHURNING sound.

Selina sexily reclines on the divan. Repeatedly running her nails across the fabric.

SELINA 1" (husky) 0 \ Happy X-mas, hunk. You may approach.

Intrigued but scared, Chip takes a cautious step -- onto a square of carpet that was placed over an opened gravity-heat grate •..

A half-dozen power cords are snaking into the grate, and electric knife-sharpeners and egg-beaters, etc., gyrate and grind down here· ..• that peculiar CHURNING sound •.. Chip nearly loses a foot ... he's quietly freaking ••.

He tentatively holds up a moderately priced champagne. Then, gulping, steps around the churning pit •..

Suddenly Selina's Murphy bed thumps down, and "captures" him -- it's been transformed into a huge "mousetrap."

~ (CONTINUED)

68 CONTINUED : ( 2 ) 68

(sits up)

Oh Chip, I am helping you. Helping you realize your potential as a human being. Unfortunately, you have none. Here, taste my cat o' nine tails!

She wickedly stings Chip's cheeks with it.

Admit it, and you'll feel better.

He sounds quite sincere. Satisfied, Selina saunters over * and frees the terrified boss's son.

Rap session long forgotten, Chip is heading for the door.

DICTEL - Rev. 11/15/91 43.

where a ~elatively normal-looking MUGGER slaps his hand over a FEMALE VICTIM's mouth and rummages into her purse.

Suddenly the mugger squeals in ~ -- his hand is

yanked out of the p~rse by as_ ging lfili.Bthat's

wrapped around his wrist. ~-

~

With a screech, Catwoman suddenly lands around the mugger's neck, twisting him down in a brutal tackle.

~WOMAN I just love a~g strong man who's not afraid to show it, with someone half his size.

Catwoman smiles politely, and puts away her whip.

The Mugger charges up at Catwoman, who savagely Rockettes * him back, gasping with fixed-the-toaster-by-myself delight. Then a flurry of talon scratches across his face that sends him squealing to the asphalt.

Catwoman swats the Female Victim back against a wall.

DICTEL - Rev. 8/2/91 44.

The Female Victim is quaking, mouth twitching in fear ... As Catwoman leans forward, Victim cringes, expecting the worst. But Catwoman throatily whispers into the Female Victim's ear:

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

The Strongman pumps iron, rippling the bellydancers tattooed on his biceps. An acrobat walks on his hands across the filthy floor, past

Max, walking Penguin down the stairs, one har: over his

protegee s slitted eyes.

MAX f\_\ Don '•tlook,Oswald. \Jrt's a surprise.

We follow them down to the spiffy ground floor storefront.

Max lifts his palm off Penguin's puss.

Penguin's eyes pop. We reveal the storefront (the window is draped for secrecy) as Cobblepot For Mayor campaign headquarters! Bunting, balloons, posters proclaiming Ozzie vs. the ·Insiders,desks, Macintoshes, and fresh-scrubbed college-kid Volunteers.

Who now burst into CHEERS and APPLAUSE for a speechless Penguin. Under all that ruckus:

the-way-of-progress Mayor and

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

got the magic!

Is this not late December, or have I inhaled too much swamp gas in my time? C)

Suddenly, a stylish, slick and instantly loathsome pair pop out of nowhere, bedecked with acc~~ies -- JOSH and JEN.

JOSH '\) Keep the umbrella! Works for you! I'm Josh. Here! Reclaim your birthright!

He sticks a gold cigarette holder in Penguin's mouth. As \ they flutte~ around him, Penguin instinctively fidgets.

She's tugging cute stuffed Mickey Mouse-y gloves over the Penguin's fingers, and trying to suppress her gag reflex.

Josh, meantime, queasily fingers Penguin's tattered clothes. Then flashes a "we've got a ways _togo" grimace, at Max.

Jen chuckles. Penguin joins in the laughter. The Volunteers laugh, too.

68C CONTINUED : ( 2 ) 68C

Penguin suddenly -- vfciously -- chomps on Josh's cute snout. The Volunteers GASP.

While Josh·faints, in b.g., Max leads Penguin away to a quiet corner. And confides:

Penguin nods. He's thinking about something quite like·· that.

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

,. MAX We need signatures. To overturn the ballot. I can supply those, Oswald.

I could teach her my "French flipper" trick ...

DICTEL - Rev. 8/7/91 47.

68C CONTINUED: ( 3 ) 68C

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

Max smiles.

MAX

Precisely. But they,u- · .and

go via the~I,tmbing c~ ~ I've

provided. \Jlhltshal be as sacred

as ·the separation between church

and state.

Ballistic •.. Do permanent damage to little old ladies. Loot, pil1age, annoy people in a big way ~ (muses) Sounds fun. But I ...

Max looks at him: but you what? An evil shadow falls over Penguin's face. We DRIFT IN on his slitted eyes, as:

up here. ·It's crucial I not get

sidetracked, with some silly

DICTEL - Rev. 8/2/91 48.

Penguin quickly decides.

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

69 OMITTED ..69

Wearing protective goggles, the ORGAN r· :~R twists out some music as his monkeys dance. jl'.p.~.:'?·1~gesdown on his Organ Box causing an I~a-TelU~ machine to explode. His MONKEYS hop up to sna~\flaming cash.

ORGAN GRINDER

All this dough... it's burning a

h2.l.@.in my pocket!

Upstairs. Penguin stands by the open window, watching the destruction, his face lit by the flames outside as he HEARS updates from a Fat Clown, his ear against a radio.

DICTEL - Rev. 8/7/91 49.

Penguin makes a fist, with phony fingers.

Bust someone's skull. Eat someone's pet ... (then, a statesman) But action must be balanced with discretion

He moves back to his desk. Resumes writing.

As we MOVE IN on Penguin, we reveal that he's adding new addresses, to his mysterious list ...

& &

Selina looks out almost longingly at the unfolding apocalypse below. Suddenly Miss Kitty leaps onto the sill and then out the open window. Inspired, Selina jumps up and goes for her Catwoman garb. As she effects a quick change:

SELIN~ . An orgy ofr,sl{'xandVtj}olMl~r Count me in, MissJ~itty.

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

thru thru

The Knifethrower Dame axes down a store door. Other gang members pound DEFENSELESS VICTIMS. All suddenly turn TO.CAMERA -- to Batman.

50. *

Batman reaches into his bat-belt and pulls out what looks like a sleek black Gameboy. As if bored on a plane, Batman casually punches in a set of white dots and one red one. The Knifethrower Dame rockets a blade into his Bat-chest plate. Batman keeps punching in dots.

With a simultaneous howl, the band of thugs charge at Batman from every direction. Batman presses a button on his Gameboy that causes batarang arms to sprout out. Batman heaves the super-batarang.

The super-batarang whizzes with wild concentration, pin- balling from Creep skull to Creep skull, slamming them all, including a lunging gang member behind Batman, to the ground.

But now, as it wobbles back to Batman, the Ratty Poodle leaps up and snatches the batarang in his rotten teeth. The Poodle, led by the Poodle Lady, scurries off.

Before Batman can give chase, the Raggedy Sw~ .ower leaps out at him. Batman gives him a !:trateg'U:t:l.bowto__ the ribs and pulls the sword from h~ outh. A Thin Clown with a bomb strapped to his clfds pops out next.

Batman lashes out with the sword and shears the bomb from the Thin Clown's chest.

Batman catches the bomb, then slams the clown to the ground with the back of the sword. Flinging away the sword, Batman goes searching for his super-batarang.

Catwoman saunters up to the door of a closed Shreck's department store and.punctures the Shreck Kitten .logo on the glass, with her talons.

Catwoman dashes down an aisle, shredding the priceless blouses of a gauntlet of pouting mannequins. She twists up the volume on a stereo, blasting cool jazz. She stamps atop a jewelry case in a girlish tantrum.

At the sound of shattering, a PAIR OF SECURITY GUARDS round a corner to see Catwoman now merrily bouncing on a trampoline in Physical Fitness.

DICTEL - Rev. 8/2/91 51.

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

The Guards have unholstered. Before they can fire, Catwoman swooshes down, thrashing them to the ground. Then cartwheels to a wall tile that she bashes open, revealing a propane tank behind it. She talons off a hose, letting gas hiss away ...

The Guards have already taken off running as Catwoman skips over to Car-Care, gathers up a har·<·. of aerosol cans ... then saunters down to Tod~'~ -~ ~nen, and shoves the cans into a row of micro~ve o~&. Giddily BEEPS them all ON. \)\

The Tattooed Strongman swaggers out from a patch of smoke behind Batman and looses a savage kidney punch. Batman painfully reels forward, keeping balance.

Batman punches the Strongman's stomach. The Tattooed leviathan roars with laughter.

DICTEL - Rev. 8/7/91 52.

The Tattooed Strongman stops laughing when he looks down ~ and sees that Batman has attached the Thin Clown's bomb to the Not-so-Strongman's leopard skin. Batman gives him a calm, firm push into an open manhole.

An explosion geysers out of it. Batman turns from the blast at the precise moment Penguin meanders out of the darkness, casually shaking debris off his umbrella. They stop dead at the sight of each other. ·

·" BATMAN Admiring your handiwork?

working han?l1:n glov~ it-.~.:.._tiam's

near and gh9rlous future.

Batman doesn't shake. Instead he gestures at the plumes of smoke ali around the plaza.

these clowns do your bidding. Must feel pretty good.

that in a man with a mask. But

you don't really think you'll ever win, playing it your way .. ?

Things change.

DICTEL - Rev. 8/7/91 53.

Penguin ·isfashioning a retort, when both men suddenly

turn, mesmerized, to the sight of Catwoman coming toward them from out of Shreck's department store, startling back flip by startling back flip. She does a final somersault and lands on·her feet, ten yards away.

(dry enunciation) Meow.

The department store behind her goes up with a glowing roar. Batman and Penguin are knocked back. Both men quickly regain their balance_. But neither can _speak, right away. Presently:

The steel rods of Penguin's umbrella spin- out of control, shredding off the black cloth an~ turning into a mini- helicopter that lifts Penguin off the ground.

Meantime Batman catches sight of C.::ar.... :'!in scaling the. ridges of a Plaza ~~il.ding. Q

80 OMITTED l1 \ 80

Batman storms up. the last of the fire escape and passes Catwoman, curled atop a rooftop power shack. When she speaks, Batman turns to see her slink down. Disarming patches of flesh are revealed all over her battle-ripped outfit.

Catwoman launches a brutal kick in Batman's face. Batman vibrates back a few steps, then comes forward and slams Catwoman into a whimpering ball. She looks up, shocked.

Catwoman spins, pounding Batman off the ledge. Then lashes out her whip, coiling it around Batman's flapping arm. With both hands, she jerks him up. Lashes her end of the whip to a weather vane.

Batman nods: Lay it on me.

panties. A man dressed as a bat is a he-man, but a woman dressed as a cat is a she-devil. I'm just living down to my expectations. Life's a bitch -- now so am I.

She runs her talons over the whip-lifeline. Meantime

with his free arm, Batman reaches into his bat. belt and pulls out a plastic mini-test tube with a blue fluid on top, red fluid on the bottom, separated by a thin barrier.

DICTEL - Rev. 8/2/91 55.

81 CONTINUED : ( 2 ) 81

He snaps the tube. As the blue seeps into the red and the tube slowly glows purple .•.

He lobs the now-bubbling tube as Catwoman starts to sever the whip. The mixture explodes against her forearm. She SHRIEKS like a dying cat and soars down onto the next ledge, barely.

Batman leaps down, to her. Her talo·.s !-:u.~1ticallyclaw and scratch as she tries not to plCimm~c. Batman grabs her, pulls her up -- for t\~ment, 'they're embracing.

cA¼oMAN Who are you? Who's the man behind the Bat? Maybe he can help me find the woman behind the Cat. (pressing armor) That's not him ... Ah, here you are •..

Her talons poise at the edge of Batman's armor, just above the waist. Suddenly Catwoman thrusts. Batman ROARS with pain and fiercely swats Catwoman away -- off the building!

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

But at the last second, from out of nowhere, a dumptruck filled with sand passes, and Catwoman lands in a soft dune.

82.A EXT. TRUCK (MOVING)--NIGHT 82A

As the truck motors off, Catwoman waves a paw up at Batman. Then murmurs, as she cozily rolls around in the sand:

Then, lit by a streetlamp, she tears up her sleeve to study.the nasty injury Batman dealt her.

Batman, disrobing, checks the puncture wounds on his stomach.

Then he buzzes for his butler.

He signs off. Then lightly rubs the wound .•• and murmurs:

& &

BSA INT. SHRECK OUTER OFFICE--NEXT DAY SSA

Selina sits at her desk. The old Post-its are now replaced. The new ones read "Defy Authority," "Take No Prisoners" and "Expose The Horror." A buzzing fly distracts her as she works ... without looking up, her hand nails the little pest with feline precision. With her other hand she grabs a carton of lowfat milk. Then impatiently stands ...

DICTEL - Rev. 8/7/91 57.

Selina saunters in, with coffee. Chip ·,seeing her, sits up ramrod-straight.

Max nods -- sure, sure -- then sips his coffee. And spits a live cockroach from his mouth!

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

With that she turns, and saunte~-

87 OMITTED 0 87 thru thru

After last night's rampage, the curtain has come off the window, revealing the storefront as the nucleus of a new political movement. Twin banners read: ".Oswald Means Order" and "Cobblepot Can Clean It Up." ,.

The room is crowded with Press and Volunteers, who surround Penguin (cooled by a fan) as he pontificates

DICTEL -Rev. 8/7/91 58.

90C ANGLE--AGGRESSIVE REPORTER 90C

On one of•the pay phones in back. Other reporters call in stories to their editors as Penguin RAGES in b.g.

90D BACK TO PENGUIN 90D

As he concludes his exhortation to the throng:

Puffing from the APPLAUSE, he heads for the stairs and passes an adoring young Volunteer Bimbo.

01'PENGUIP (raw lust) And you're the hottest young person a role model could have. Here, wear a button.

Penguin fon~les and fumbles a campaign button onto the pert breast of the starry-eyed Bimbo.

Then, as he struts upstairs:

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

Organ Grinder supervises construction of various arcane

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

face.

DICTEL - Rev. 8/7/91 59.

Penguin savagely stomps on the Clown's oversized shoe.

He continues on, still musing:

campaign trail •.. Happy Trails

The KNIFETHROWER DAME blocks his path.

She nods at Penguin's bed, in the corner. He lights up as he sees Catwoman, sexily curled up on the mattress. (Hanging· above is a birdcage, where Penguin's filthy CANARY intermittently SHRIEKS.)

Catwoman sits up, langJJdTy stroKin~ aer shoulders.

In fact there are twin air conditioners, on adjacent walls, both aimed at the bed and going full blast.

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

DICTEL - Rev. 8/7/91 60.

90E CONTINUED : ( 2 ) 90E

Catwoman ironically takes in the sociopathic chaos. Then stands.

Penguin sits her back down.

Penguin ges.tures at the wall • . . detailed drawingsand blueprints of the Baom1:::~U~si~- - .out.

We're gonna disassemble his spiffy old Batmobile, then reassemble it ' as an H-bomb on wheels. Capiche? Yesterday's victor is tomorrow's vapor.

There's an array of closed umbrellas, propped. Penguin picks a disturbingly phallic one, strokes Catwoman's thigh with it.

As the umbrella-dildo travels up, toward Catwom~n's crotch:

DICTEL - Rev. 8/7/91 60A.

90E CONTINUED: (2A) 90E

Meanwhile Catwoman has noticed, on Penguin's night-table, the tall stack of legal pads filled with names:

{CONTINUED)

01 O

r.,

DICTEL - Rev. 8/2/91 61.

90E CONTINUED : ( 3 ) 90E

Attempted seduction forgotten, Penguin springs up, scurries over and covers the stack with his gloves.

And suddenly it strikes him:

Catwoman gulps, nervous -- then retaliates by shooting her paw into the birdcage. She pulls out the canary and

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

Catwoman coolly spits out the.canary, which flutters off.

She drifts over to Penguin and starts to vamp him, gliding her talons over his grotesque, sweating features.

90E CONTINUED : (4 ) 90E

Catwoman slyly licks an arm. Penguin grossly licks his lips. .... ..

Through the window, we see the sparkling Christmas tree. And we HEAR, wafting from the TV set:

Alfred serves Bruce his supper, as Bruce impassively watches "Oswald Cobblepot" at campaign headquarters, on local news.

Alfred notices his boss quietly seething.

Bruce quietly tells the preening image on the screen:

Then moodily clicks OFF the TV.

NAIVELY GIDDY CHILDREN and GUARDEDLY AMUSED PARENTS browse a damaged but not defeated line of Plaza shops. * Father, Mother, and Boy--A FAMILY HIGHLY REMINISCENT OF YOUNG BRUCE WAYNE AND HIS DOOMED PARENTS--drift to a * magically intact toy store window.

Bruce Wayne sidles up beside them and sadly contemplates the cozy menage. He turns and looks, not through the window, but at it, at.the reflection of himself.

In the corner of the window reflection is a reflection of Selina Kyle standing across the street. Her back turned, she is also looking toward a store window. Noticing her, Bruce turns from his window.

Selina grimly stares at her reflection. And asks herself:

Bruce touches her shoulder, startling her.

, SELINA (halfhearted) Treat to be here.

They begin to stroll, together.

Selina nods at a newsstand as they pass it: blazing headlines that read "BATMAN BLOWS IT," "IT'S A CAT- ASTROPHE" and ''MEE-OUCH!"

In b.g., Police cordon off the Plaza. Workers hoist signs. that read "The Relighting of the Tree, Tonight ~ .. Seven!"

SELINA ~ 0 · You' re notcoming to that, G.\:~ yQu? "The Relighting of thV Tree" thing?

Bruce glances at her, surprised.

DICTEL - Rev. 10/9/91 65.

BRUCE

(muses)

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

that's what you mean...

SELINA

(surprised, glances over)

Yeah? Me too ...

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

briefed on the difficult job of pressing the gaily multi- colored button whose wires lead to the tree.

BRUCE· Maybe we'll watch it on TV.

Laughing too, Bruce takes her hand and leads her off the sidewalk just as Alfred pulls up, playing chauffeur

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

She turns at the sound of her dressing room door opening. Penguin waddles in, grinning, the Ratty Poodle at his heels.

DICTEL - Rev. 10/9/91 65A.

92A CONTINUED: (Al) 92A

Penguin wrests the stolen Batarang from the Poodle's jaws.

rcE PRINCESS What is that,-"'9.camera or something?

·~ . -.PENGUIN Say cheese.

The Ice Princess strikes a pose.

93 OMITTED. 93

Nat King Cole on the stereo, does his romantic Yuletide * thing. Bruce and Selina, in matching mellow-melancholy moods, sit close on the couch opposite a blazing hearth.

Alfred refills their eggnog, then discreetly ducks out

SELINA I-[ I 'm sure he's wonderful company 1\1., and all, but .•. doesn't .the gol· p!ated bachelor bit get a little • •.. stale?

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

BRUCE n1 If I said yes, then you might \I · think me a Norman Bates, or a Ted Bundy type ... and then you might not let me kiss you.

Selina responds by leaning forward and planting a wet one on Bruce's mouth, that lingers. When their lips finally part:

They fail into another kiss. Now Selina starts to undo his shirt. But Bruce remembers his Catwoman-wound, and stops her. They kiss some more ... then he starts to unbutton her blouse ... but she remembers her Batman-bum, and stops.

They pull apart.

DICTEL - Rev. 8/2/91 68.

94 CONTINUED: ( 2 ) 94

Selina hops off the couch and crosses the room.

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

94A INSERT--TV SCREEN 94A

An ANCHORMAN standing in Gotham Plaza is jostled by

frenzied crowds, as he SHOUTS:

We GO LIVE to an ashen Police~ommissioner, in front of

the Ice Princess's tent.

He holds up a baggie that contains Batman's stolen batarang.

Selina looks quietly shocked: How could she forget? Corn Dog! Bruce is freaked too, but plays it cool.

He slouches out.

DICTEL - Rev. 10/22/91 69.

thru thru

Bruce sprints INTO FRAME, nearly colliding with his butler.

Bruce bolts.

98 OMITTED 98..

Selina waits a moment, then sneaks out, into:

Where she bumps into Alfred.

tell you that --

DICTEL - Rev. 8/7/91 70.

something -- a dirty limerick

ALFRED

(smiles, assures her)

Selina laughs, exits.

Opening his vault, Bruce breaks out the Bat suit and begins to get into it.

As she drives, Selina pulls her Catwoman outfit out from underneath the single-woman-old-People-magazine-Diet- Cola-can detrius of her Volkswagen.

The VOLKSWAGEN CHUGS away.

The Batmobile coasts into.! deserted alley. tBatman bounds· •forth and activates the car's security shields. t .--.

Klieg-lights sweep the plaza, as though everything was fine. The rattled Mayor is at the mike, trying to maintain calm.

His tremulous voice is overwhelmed by ·SHRIEKING feedback.

DICTEL - Rev. 8/7/91 70A.

Led by tttePoodle Lady, the Ratty Poodle hobbles to the mouth of the alley. There's the Batmobile. '

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

a

DICTEL - Rev. 8/2/91 71.

The Knifethrower Dame climbs atop the security cloak with a crude laser device. She jimmies the laser and with a whoosh, the shield sputters off.

Each Gang-member sports a meticulous drawing on a protruding headpiece, so he can scan the card while toiling with both hands. The Red Triangle Gang begins taking apart the Batmobile.

Hidden in shadow, Batman cautiously surveys the crowd. Amid the feedback, sentence fragments waft up from the PA:

Now Batman notices a building across the alley. In the one open window sits a bound and gagged Princess.

Batman fires across a grapple to the ledge above.

The Batmobile has been dismantled like a post-Thanksgiving turkey. Wires are twisted. Clamps are added. The piece de resistance is A BEACON/ANTENNA that i~ placed carefully beneath the vehicle.

a *

The viewer catches BatmaO,\ the last squeak of a swoosh- ing ride, into:

All that's in here are the Ice Princess and the chair she's lashed to. Batman pulls out her gag. She BABBLES her thanks as we BRING UP the WHINE of SIRENS, .below. As Batman struggles to untie the many knots, restraining her:

DICTEL -Rev. 8/2/91 72.

CATWOMAN {O.S.) Did someone say 'fish'?

She drops down from the ceiling.

Then she kicks out at Batman -- but the came-to-play Crusader grabs her heel and twists her down, face first.

Catwoman springs up, pouting.

He head-butts her. But Catwoman quickly recovers, then back-flips to the Princess and talons her free. Tosses the chair at Batman as she drags the squealing Princess through a door.

Batman swats away the flying chai:l!(andh~tles after them. The door is dead-bolted.~~ crunches it open.

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

The Gang busily backtracks, restoring the Batmobile to its original state.

The Knifethrower Dame reactivates the security shield as the Gang skedaddles.

Batman crashes up the last flight, onto •..

DICTEL -Rev. 8/2/91 73.

Catwoman has vanished. The Ice Princess stands here, near the lip of the building, shivering in her skimpy costume.

As the Ice Princess takes a tentative step forward:

He steps into the light and lofts an umbrella.

Its sharp point sticks in the roof, an inch from the Princess's big toe. The umbrella automatically opens, releasing several live baby bats, that swarm up at her.

Batman bounds to her aid, but the Ice Princess steps back, away from the bats, losing her balanc~ •••

One sweeping Klieg-light catches:Ba~a ~ he rushes

at the Ice Princess, arms outrretcH,di1:o save her.

The other Klieg lights the Qincess herself, as she

topples off the building!

115 OMITTED 11? & & 116 1i6

A huge crowd is gaping up at the terrible scene.

The devastated Mayor and his staff follow, with their heads, the trajectory of the Princess -- which corre- sponds to that of their careers.

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

DICTEL - Rev. 8/2/91 74.

This makes the Christmas tree come to life, but not with lights. Instead a legion of EEKING BATS bellow out from the tree's branches and swoop. upon thecrowd, violently rearranging a hundred hair-do's.

Both Batman and Penguin stand here (on opposite ends of the roof), looking down on the mind-boggling pandemonium.

Batman turns on Penguin, to do irreparable injury, but the rooftop door flies open (hiding Penguin) and a squadron of Cops drop into combat position.

Too late .. The volley of bullets violently ripple against Batman's armor, ~ending him over the edge of the building.

-He clangs onto a terrace railing, then lands on another ...

An enfeebled Batman tries to stand, but is gently pushed back down by Catwoman's sexy straddle.

As she leans down to kiss him cat-style (a lick on his lips) Batman sees, above her head, a hanging sprig of mistletoe.

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

DICTEL -Rev. 8/2/91 75.

120 OMITTED 120 *

Still straddling the winded Crusader:

She savagely pulls him up.

She viciously claws at his face, and mask, but Batman feints back and does a reverse swan-dive off the terrace.

As Batman falls, a pair ouft\)b~dsawpoef14-;.,-~reed,;black cloth kite-wings extend 0 \\1 0 nJ

Gotham citizens gape at the bizarre sight of Batman flying amid his real-life counterparts.

Batman continues to swoosh ever downward. He edges out before the crowd. Parallel to the ground, Batman glides into the alley for a skidding, quasi-crash, leaving him barely conscious. The black balsa batwings crunch to pieces in the tumble. The Batmobile looms at the end of the alley.

DICTEL - Rev. 12/7/91 76.

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

Penguin is standing here, with a battered Tiffany box.

He opens the box, revealing a hideous engagement ring.

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

He hooks the umbrella's handle around her neck. It auto- matically curls into a tight semi-noose, then the ribs start to spin, shredding the pannels ..• it's now a tiny helicopter ...

Catwoman is yanked up, into the air. Penguin wistfully waves farewell. Then mopes away.

DICTEL - Rev. 12/7/91 77.

Catwomah whirls through the Gotham sky.

She painfully stretches out with her claws and tears open the strangling handle. She is released.

Catwoman makes a ~azzlingly awesome freefall plunge, finally crashing through a skylight into ...

and a tableful of flowers. She lies for a moment in stunned silence then bursts into an inhuman wail that shatte~s the greenhouse glass.

DICTEL - Rev. 8/2/91 78.

Penguin is escorted through the crowd toward a CAMPAIGN BUS emblazoned "Cobblepot, Soft He's Not". Gothamites offer encouragement, which cheers him a tad ... he presses buttons upon his more bosomy supporters which cheers him a lot.

Invigorated, Penguin moves straight to a twisted-tech remote control panel of switches, buttons and levers, all labeled with the various functions of the Batmobile. As a bonu~, there's a mini-steering wheel. Cackling, Penguin grabs it.

Batman staggers toward his car. He undoes the security cloak on the deceptively pristine Batmobile. A CROWD OF PURSUERS of the "There-he-is-Don't-let-him-get-away" variety, swing around the corner.

Batman quickly crashes down into the driver's seat and takes a·breath of guarded relief when suddenly the doors loudly lock. All systems on the control panel flash on by themselves. The engine cacophonously VROOMS.

Batman pounds his fist intoi~atmob~e· window to no effect. Penguin's face com l~n his screen the same way Alfred's innocuously did bef 'e.

The vehicle thunders forward, slamming him back.

makes a·wild turn onto the street.

Penguin rambunctiously joggles the steering wheel. On one screen, he sees Batman's tensed face. On another screen is a Batmobile-eye view.

DICTEL - Rev. 12/7/91 79.

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

thru thru

PENGUIN plays his controls like the Phantom of the Opera.

Levers on the console move down by themselves. Batman uses Hurculean strength to push them back up.

nose tingle.

There is a major traffic jam on this one-way street caused by two cars involved in a fender-bender. The two angry Drivers are out of their vehicles, arguing; a Cop tries to mediate. Meantime sixteen or so cars are backed up. Suddenly, from down the block, there's a NOISE loud enough to drown out all the blaring horns. Everyone turns back, to silently gape at:

The Batmobile, blasting up the block! It's plowing stopped cars out of its path onto the sidewalk, where some crash through storefronts! Now the Batmobile reaches the head of the line •..

As the two stunned Drivers stop arguing and just stare in horror, both their vehicles are sent flying -- one hits a fire hydrant and shears it clean off! A heavy geyser of water shoots up and strikes the electrical insulator suspended above, knocking the large coil onto the wet sidewalk. Now the coil starts to short, firing off sparks, setting a small store afire as the Batmobile streaks out of frame, to continue its trajectory of terror.

DICTEL - Rev. 12/7/91 80.

As Batman continues to tear at his console:

the squealing, wretched, pinhead puppets of Gotham.

A pack of Gothamites flee in different directions, leaving·a stranded old lady immobile with fear. The

Batmobile spectacularly angles right at her. She's a bunny paralyzed by the headlights.

Penguin licks his lips as the Batmobile zooms toward her.

high.

He presses down on the accelerator.

Batman yanks open a ceiling panel, r~v~aling another myriad of wires and fuses. ····Hestares with harsh

,....

The Batmobile squeaks to a sudden dead halt, centimeters before the vibrating then fleeing old lady.

145 OMITTED 145 *

The steel jack-type device again explodes out of the bottom of the Batmobile, lifting it up off the ground. But instead of going into a simple, suave 180 twist, the car convulses into a Tasmanian Devil spin that revolves it at mind-roasting speed. A battalion of police cars surround it. Officers jump out and begin firing.

DICTEL - 11/27/91 81.

Penguin's image on the spinning screen surreally cackles ....

Penguin twists the Square knob so~e more, as he squawks:

spins even faster. Batman drives his fist through the screen, shutting up his nemesis.

Then he kicks and tears open a panel on the floor. There's a thick tangle of wires and spinning gears down here. Batman bravely plunges his glove through the mess, pounding out a hole through the Batmobile's gleaming black skin ...

Looking up at the underside of the Batmobile. we see Batman reach down through the hole and fi~~ !gang's Beacon Rod.

He snaps it in half.

I\

The jack is sucked back up an~}the Batmobile breaks out of its cartoon swirl and rockets between two police cars, smashing a third as it speeds off.

Frustrated, Penguin pounds the controls.

thru thru

The two Police Cars give chase, blowing out their

weaponry at the Batmobile.

DICTEL - 11/27/91 82.

Batman floors the pedal while rummaging through his con- sole's twisted wires. With his free hand, he makes a sharp right turn.

& &

The Batmobile swooshes onto a road that has two brick buildings towering at the end of it with only a small not-quite-a-car-let-alone-a-Batmobile-size gap between them.

THE POLICE screech behind them.

The Batmobi le streaks closer to the building. T'h,.·•·..-s continue to fire.

('_

Batman s~arks two wires together. Th~~wind~hleld wipers come on. ·.\\

\...· BATMAN (gently puzzled) That's funny ...

The buildings loom before the windshield.

Batman connects two wires.

The sides of the Batmobile break off and clang to the ground and the wheels of the car remarkably contort in a single-file roller blade configuration, leaving only a sleek missile of a car that smoothly darts between the two buildings.

The lead cop car tries to follow, but gets wedged between the buildings. The cop car behind piles into it!

DICTEL - Rev. 10/9/91 83.

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

a suave, angled speed skate around a corner. And

~ disappears.

thru thru

Max escorts Penguin -- er, Oswald Cobblepot. Despite the heavy turnout for the "Recall The Mayor" rally, Penguin (twirling a red-white-and-blue umbrella) is cranky.

Max trails off. Penguin is giving him that "my nose could be gushing blood" look.

Po~nt is, list:Xto~hem. (}hey've lost faith in ol~ bols. They're ready to \in with you, the icon of the future. If it works, don't fix it ...

He fairly pushes the grumpy Penguin onto a platform.

Penguin takes the mike, looking grouchy and uninspired.

Down in front, a shamleless, toothsome Cobblepot-Groupie flashes major cleavage, as though Penguin were a pop star.

This heartens Penguin. He quickly rises to the occasion.

DICTEL - Rev. 10/22/91 84.

Somewhere in the crowd stands Selina. Staring poker- faced at the podium, her gaze flicking between Penguin and Max Schreck. · --

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

Bruce rises. Rolls up a sle -~as he moves to his aquarium. Sticks in his arm, puts two_,f. ~rs through the window of a miniature Wayne Manor. Fis~warm his wrist ...

grotesque ... mbse concerned about

repairing the~tmobile. It's not as though we~ simply bring it to any old Joe's Body Shop. Is

it, sir?

Bruce pulls· outa key. And laughs.

Then on to a medieval Iron Maiden set in a corner across the room. He muses:

The spikes retract and the bottom drops out of the Iron Maiden, as it closes.

& &

DICTEL - Rev. 10/22/91 85-89.

Bruce slides out of a chute, then strolls to a console. He pulls out the CD he'd pocketed last night, and inserts it into a sleek aparatus as Alfred comes puffing downstairs.

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

Alfred, all the while, is manr ~ his own console. He's punched in a command, "Find F _:.Jency",which quickly brings up the read-out "Freq~cy Found". His next typed command, "Jam Frequency" soon yields the read-out "Frequency Jarruned."

Alfred nods to Bruce: t~ to play. Bruce presses~-

Suddenly his mike goes dead -- but his VOICE keeps RINGING out over the Plaza, somehow.

Penguin is stunned.

But nobody can hear his unamplified voice, over the recorded one, from last night.

As his Campaign Workers back off the stage, the puffed-up Oswald Cobblepot reverts to the limping, twisted Penguin.

& &

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

The single phrase .loudly resounds, again and again, as Penguin helplessly stands here, lips moving but unheard.

Mortified, Penguin spazzes -- looking, for a second, like a rapper. His performance is greeted with snowballs then a couple of eggs and tomatoes find their way to his face.

Finally Penguin gall~ps away from the nft::r'--bunQ.n. ~~~ Max Shreck, who is fighting to get off .1m;lplatform.

Penguin• claws at his mentor, losing a glove in the process.

He scrams. Leaving Penguin wiping his face and wondering:

When suddenly a posse of livid Gothamites, ripping off their Oswald Cobblepot buttons, come at him like a human wave.

Penguin makes a wild dash through the park, just ahead of the angry mob, barely leaping a park bench. As the Gothamites gain, he turns, FIRING a salvo from his patriotic umbrella. In response, the Park Cops unholster their weapons and shoot back. Penguin saves himself by diving off the storybook bridge -- the very bridge his parents dumped him fr.om,many Christmases ago -- _splash- ing deep_into the icy brook. ·

Penguin trudges, head down, out of the abyss of his sewer pipe into the light of his Lair. Thuds into his Rubber Duck boat and revs it toward the abandoned Arctic island.

Oblivious to his pain, his penguins squawk and play. This brings a dark smile to the Penguin's thin lips.

As he docks his Duck, the remaining members ~..;,heRecQ Triangle Circus Gang straggle into the lair grtugh a tunnel of Snow and Ice. The Thin Clown pops into his

face.

THIN CLOWN

Great speech, Oswald. The way you told those rubes the score!

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

He yanks off his tux, rips off his other glove and wiggles his webbed hands, as he rallies his gang.

The Gang clucks its sympathy. Penguin claps his hands.

A beat, and then the Knifethrower Dame is here, w~.th Penguin's stack of legal pads he'd filled at the Hall of Records.

had their chance, they blew it, and now they'll pay

Penguin hops around with dark glee, like Rumplestiltskin.

He tears pages from the pad, starts handing them out. The Red Triangle Hoods are reading the names ... "Evan Black, 1815hepherd Lane"... "Thomas Frankel, 273 Carlton Avenue"

frariklyconfused.

DICTEL - Rev. 10/22/91 93.

187 CONTINUED : (2 ) 187

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

Bruce works on the battered Batmobile, rewiring, etc. The TV SCREEN is on ... a press-conference with the Mayor. We catch phrases like "Return to normalcy" and "Seen the last of that hateful charlatan ... "

Now Alfred appears, holding th :nvitation to tonight's ball -- away from him, as the ;t smells.

ALFi.~ Mr. Wayne ... a ~inder: Tonight is that loathsome party, hosted by that odious Mr. Shreck. May we

RSVP in the ~oundingly negative?

~BRUCE I'm tempted~ut •.. well ... it ll.an occasion for celebration, and ... umm ... Selina will probably be:t.here

(then) "Who", may I ask, are you going "as"?

(CONTINUED) ·•

Max Shreck stands on a platform before a microphone, wear- ing a scary black leather jacket-and-everything-else- * ensemble with a vivid red eye-mask.

A SWARM OF PARTY GUESTS laugh appreciatively, also in COSTUME--costumes that are exotic, erotic, evil, and

pretty stupid. An ARMORED KNIGHT lifts his visor to bulge his eyes at this annoying behavior. It is Alfred.

As Max speaks, one takes in the rejuvenated department store, still eerily burnt around the edges. New and glitzy ·christmasdecorations shine. The whole store has

been bathed in seductive nightclub lighting.

A BAND behind Max launches into a sultry headbanger.

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

Max gives a "forgive me?" toast toward the vindicated Mayor who is dressed in a Roman Toga that sprouts a Caesar-style myriad of plastic daggers and fake blood.

Various people are in Batman and Catwoman outfits, including an undulating couple on the dance floor, Josh and Jen. Josh is Catwoman. Jen is Batman.

{CONTINUED)

They are revealed to be looking at Bruce Wayne strutting down the main aisle, dressed dramatically as ...... BRUCE WAYNE. The only one without ·a costume, Bruce catches some glares from the hedonists. He and Max shake hands, trade chilly smiles.

He drifts off. Bruce considers having the last word, when his attention is diverted to a new guest, entering. It's:

Selina Kyle, dramatically dressed as ... Selina Kyle. She draws the same sour looks as Bruce did. And ignores them, as Bruce did. Gives Bruce a lovely, world-weary smile.

Chip Shreck is dressed as an old-time football hero, in knickers, etc. He moves, warily, across the floor ...

Bruce cuts in and Selina lets him. The band does a * ballad as Selina flows into Bruce's arms. They nakedly dance amid the swathed-in-artifice revelers.

__ BRUCE No hard ;e~lings?

Selina presses against her partner. Smiles.

Bruce blushes, steps back. Selina does a sult~ pirouette.

Bruce presses close to her again.

He waits for a response. Selina pauses, J\lii

At first, Bruce doesn't understand.

Selina gives a harsh laugh, shakes her head.

r'

She discreetly pulls a little derringer from her evening bag. Shocked, Bruce pushes it back in her bag.

The spooky ballad wafts into a sewer below the Store. The lights of the party radiate through the grate of a ventilator shaft. Rising into this strange mix of music, light, and slime is Penguin's Rubber Duck. On its scissor-lift, it continues to climb, at first revealing Four Penguin Shock Troops, in bizarre headgear, missiles pointed straight up.

Bruce and Selina continue to dance, emotions rising.

They glide together beneath a piece of hanging mistletoe, and ·shegives him a soft, almost regretful kiss. And laughs.

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

BRUCE SELINA You' re ... her? You're ... him?

Bruce tenderly, carefully undoes the cuff of Selina's blouse and pulls back her sleeve. Feels:

BRUCE The burn I gave you .

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

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

Alfred is standing next to Commissioner Gordon, watching.

Abruptly a square of dance floor EXPLODES, sb~g Bruij, Selina, Chip, Max, Josh, Jen, Alfred, GordonFel-al, sprawling.

Erupting up from the sizzling hole is Penguin, in his Rubber Duck. In addition to the Four Penguins, he's brought the Organ Grinder with his Gatling gun. The

Revelers SHRIEK as the Organ Grinder introduces his boss:

ORGAN GRINDER * Yes, Virginia, there is an anti- Christ!

Once again, the Mayor steps forward.

194 CONTINUED : ( 2 ) 194

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

As those closest to the bomb blast dazedly pick themselves up off the dance floor •..

The Organ Grinder grabs a struggling Chip holding him with

an ornate handgun.

A woozy Selina turns, to her dance partner:

Then trails off. Bruce has slipped away, in

(

Penguin crows, as Chip is hustled over to the Rubber

Duck:

~ PENGUIN

I don't. So, no.

DICTEL - Rev. 10/9/91 100.

194 CONTINUED: ( 3) 194

Then barks:

The Organ Grinder frees Chip, grabs Max. Forces him into the Rubber Duck. Penguin jumps in after them.

As the Rubber Duck swooshes back down int ~ole, the penguins cover the escape by firing a s,r.·...volley:

Smoke bom~s ... that create massive, S)ugning chaos ...

195 OMITTED . ~-\ 195 & &

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

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

dreamily staring out. Suddenly a CLOWN pops up, into view.

We see he's lost a front tooth.

The Clown reaches out a hand. The Boy eagerly steps up onto the sill, then disappears into the night ...

DICTEL - Rev. 10/9/91 101.

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

adorn the walls. A Toddler is standing here, making faces at himself in the mirror, and giggling. OS, we hear:

Suddenly, in the mirror, the Organ Grinder appears,

monkey scampering across his shoulders. The Toddler

starts to scream, but the Organ Grinder clamps a huge

hand over his mouth --

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

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

through the window. Scoops up the infant, vaults out

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

The montage quickly accelerates: a swift succession of

sleeping, bundles babes handed through windows, ~nors

Al96B INT. LAIR - NIGHT A196B

Penguin impatiently waits, pacing as he two identical long, elegant umbrellas.~:

\

Ooh, this is gonna be good...

He turns to Max, confined to a cage half-submerged in goo, clutching a tattered blanket against the cold.

He gestures at a brown-ish gurgling subterranean lake.

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

The umbrella is wickedly charming ...open, it's a mini- merry-go-round, playing the "Penguin Theme" in a haunt- ingly childlike rinky-dink style. Penguin shows, with a happy prance, how he'll use it.to lead the kids to their doom.

DICTEL - Rev. 10/9/91 102.

A196B CONTINUED: Al96B

We DISSOLVE from the twirling merry-go-round umbrella to a WAGON-WHEEL, turning ... then WIDEN to REVEAL:

The lead circus wagons in a long caravan of wagons, wind- ing through Gotham's dark and empty streets. The wagons are barred, more heavily than in Dumbo. Reminiscent, in fact, of Penguin's playpen of yore. The sides painted with the faded, peeling Red Triangle Circus logo. Through the heavy bars, we glimpse a little pair of hands, a pair of frightened eyes ... HEAR the occasional CRY of a cold or thirsty BABY.

At the wheel sits the Organ Grinder, impatiently petting his monkey. Now he barks, at his unseen subordinates:

A.shadow falls ...The silhouett&<:of a caped figure ... Batman reaches down and yanks<'Nl~·Organ Grinder Yn out of frame! V

As a silent, despairing Max Shreck and a manic, amused Thin Clown look on, Penguin practices his balletic walk over to the toxic lake, waving his merry-go-round umbrella with its tinkly THEME.

Now the Organ Grinder's monkey appears at the top of the stairs, holding something. As he scampers down:

Indeed, the monkey waves a little piece of stationary, which Penguin snatches from him. And reads:

DICTEL - Rev. 10/9/91 103.

Penguin is working to control his rage. He glares at the hopping, dancing monkey, and reminds himself:

The other long umbrella is a semi-automatic. Now Penguin swivels, and sprays the Thin Clown with bullets.

Penguin militarily struts as he addresses his legion of penguins. They're wearing eerie headgear. On .each one's back is strapped a large bazooka.

He's choked up. He has to pau~ compose himself.

In this area are TV monitors scavenged from the A~ctic World info-pavilion and other technology cannibalized from the old exhibit. Today the screens show various angles of the sleeping city. The Fat Clown mans the controls.

The Penguin Army, on remote control, swivels in unison and splashes toward the big open sewer pipe.

Behind them, Penguin dries his eyes and gloats:

DICTEL - Rev. 10/9/91 104.

All is quiet in a musty sewer. Then a buzzing nois.e is faintly heard, and suddenly Batman plows at the viewer, driving a sleek, dark vehicle that is part boat, part jet-ski. The Bat Boat slaloms up the side of the sewer

pipe to avoid colliding with:

A division of penguin Commando Bombers, marching in

unison. Their headgear clicks and whirs.

199 OMITTED 199 *

Another squadron of penguin mercenaries pours out from an * open sewer grate and continues to march in eerie forma- tion through a deserted city street.

201 OMITTED 201 *

As he rockets ahead, Batman communicates through a

strange phone device:

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

jammed Penguin's speech.

203 OMITTED 203 * thru thru 207 207 *

Batman motors futher ...

DICTEL - Rev. 10/9/91 105.

Two penguins suddenly appear before Batman, firing their payloads. Batman savagely curls his boat all the way up the oval pipe u~til he is momentarily upside down. He swooshes back down past the penguins and the twin explosions.

Penguin stands in front of a screen, watching his army waddle down the street. Then gleefully rubs his hands as the Fat Clown starts the countdown, off a big clock:

FAT CLOWN

Ten, nine ...

FAT CLOWN

eight, seven ...

",¥T.CLOWN * ( sings'e}-ohg) All is shrill, all is blight ...

The vanguard penguin division stops. Gotham Plaza, heavily populated, looms ahead. As one, the penguins bend forward, angling their bazookas for maximum destruction.

The last of the coordinates crackles over Alfred's headset.

The read-out reads: FREQUENCY JAMMED.

& &

DICTEL - Rev. 10/16/91 106.

The Penguins' headgear begins to whine and rattle.

The penguins simultaneously .tJJ.m and trotaway from the Plaza.

Penguin is glued to the screens, elated at a Gotter- dammerung that's only seconds away.

P"ENGUIN Ah, Gotham . .. You wouldn't putme on a. pedestal, so I'm laying you on a slab!

Meantime the Fat Clown is frantically punching the controls.

But who could've ...Pf ~don't say it. \)

Penguin punches up the controls so the image of Batman plowing through the sewers is spread out across the screens in Cinerama.

The Penguin army advances, en masse. The Old Zoo looms in the distance.

Penguin grabs the nearest umbrella and jumps into his

Rubber Duck.

DICTEL - Rev. 10/16/91 107.

The Fat Clown rushes forward to join him but Penguin heedlessly slams his vehicle into his former cohort -- catapulting his huge carcass across the lair where it lands with a definitive THUD in front of Max's cage.

Penguin steers his Duck for the stairs -- then rides it all the way up the stairs, and out of the lair.

Mea~time Max reaches out and grabs a key off the Fat Clown's key-ring, releasing himself. Then creeps out of his cage. He pauses to swipe the gun from the Fat Clown's holster and stashes it in his back pocket. Then starts to dash off when a familiar cat 'o nine tails SNAPS into FRAME, coils around his ankle and drags him OFF-SCREEN.

As Batman thunders up the pipe toward the lair, he hears a BLEEP. The screen on his console shows a-thermal image -- shaped like a duck -- heading for the surface.

Batman has just reached a fork in the sewer pipes. At the last second he spins the wheel, steering into ~he pipe that angles YR•

219 OMITTED C) 219

Penguin grandly plows around a corner with a victorious laugh -- ·

Simultaneously the Bat-boat comes crashing through the top of Arctic World --

Penguin stops laughing as he looks up and sees the Bat- boat in mid-air --

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

A beat of silence. Stillness. Batman, dazed; pops open his cockpit and aligh_ts,looking for Penguin. For Penguin's corpse perhaps ... pinned inside his Rubber Duck ... when:

From out of frame, a shrill and frenzied Penguin springs at Batman! His legs wrapped around the Caped Crusader's neck, the beast savagely gouges (with his umbrella-tip) and pecks (with his beak)! Snarling, as he attacks:

DICTEL - Rev. 10/17/91 107A.

Penguin jumps down, off Batman.

He activates his umbrella -- a long blade protrudes. In response, Batman pulls out hll weapon: a palm-sized multi-colored button (like the one that lit the Gotham Plaza Christmas tree). A stand-off. But now, over Batman's shoulder, Penguin sees:

Standing here -- what the hell are they doing~? his poker-faced Penguin commandos.

Batman turns to look -- and Penguin lunges with his umbrella-sword. Batman swipes at it, d~r ·tng his button-weapon in the process. '

Cackling, Penguin snatches it up. Atllling.._it atBatman, he vengefu~ly presses the butt~n.

Suddenly an insane family of bats billows out of breakaway panels in the Batboat and thunders straight at the Penguin.

PENGUIN

Ah, you brought your in-laws. I'm * sure, once you get to know them --

He tries to swat them away with his umbrella, but the bats besiege Penguin, biting and screeching as they send him reeling back and down, shattering through the. observation window.

Penguin spectacularly twirls down into his lair, bats tearing at him all the way, until he splashes down into the moat.

Batman, at the Observation window, looks down. Penguin is submerged, but he can see the struggling Catwoman and Max.

DICTEL - Rev. 10/17/91 107B.

Simultaneously the Penguin Army -- headgear clacking, back on schedule -- launches its payload.

Batman, standing between them and the old zoo, now looks up at the magnificent trajectory of missiles overhead

The grand panorama of rotten zoo cages and decayed Expo- tecture is mightily laid to glorious waste in a symphony of fireballs.

222 OMITTED 222 * & & 223 223 *

Flaming debris from the big bombs has devastated the * floe, melting most of the ice, and blasting the odd chunk out of the warmed-up water.

Revealed in her arousingly tattered costume Catwoman is dragging Max by his neck toward the Lai·'=...~minously buzzing electrical generator.

MAX \J I don't know what you }Tant, but I know I can get it for~ou with a minimum of fuss. M~y, jewels, a very big ball of st · g ...

Batman hooks a grapple to the edge of the glass.

Catwoman continues to drag a balky Max toward the generator.

DICTEL - Rev. 10/9/91 108.

genuine freak, and you have to wear a mask.

Penguin viciously prods Batman's stomach with his

umbrella, doubling him over.

Straightening up, Batman bashes Penguin's beak with his * skull, drawing blood. *

holding the umbrella -- am I right?

He holds out a palm-sized version of the gailv -~,lti- colored button that lit the Gotham Plaza Chr.:..j...,.~Tree.

PENGUIN ·Q (genuinely puzzle-a) Seems fa~iliar ... Whue\have I ...

He tosses the object. Penguin reflexively drops an umbrella to catch it with both flippers, in the process slapping down the button.

Suddenly, an insane family of bats billow out of break- away panels in the Batboat and thunder at the Penguin.

He tries to swat them away with his umbrellas, but the bats besiege Penguin, biting and screeching as they send him shattering back through the observation window.

Penguin spectacularly twirls down into his lair, bats tearing at him all the way, until he splashes down into the moat. Flaming debris from the big bombs has devas- tated the floe, melting most of the ice, and blasting the odd chunk out of the warmed-up water.

DICTEL -Rev. 10/9/91 109-113.

Revealed in her arousingly tattered costume, Catwoman is dragging Max by his neck toward the Lair's ominously buzzing electrical generator.

Batman darts to the Observation window an~ looks down at * the struggling Catwoman and Max, below.

He hooks a grapple to the edge of th~~~~~s.

226" INT .. THE-LAIR--NIGHT \ 226

Catwoman continues to drag ~alky Max toward the generator.

Batman does a slide down the grapple that ends in a graceful touchdown. Max crawls toward him.

Batman heaves a kick into Max that sends him sailing against the generator.

DICTEL - Rev. 11/27/91 114.

He tries to grab Max, but Catwoman makes a lunge for * Batman's abdomen sending him reeling. He picks himself * up, then, talking in a calming, soothing way: *

She's still for a moment, considering. *

Batman rips off his mask, looks straight ~t her.

:\\.\ CATWOMAN--' Bruce, I could live with you in

your castle forever. Just like in

a fairy tale.

She leans forward as for a kiss. Batman touches her face about to rip off her mask. But she whips back, lashing out at him, kicking him, sending him stumbling backward.

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

226 CONTINUED: ( 2) 226

Max squeezes off a shot at Batman as he rises, nicking the Caped Crusader's neck. Now Max swings the gun towa_rdCatwoman -- who sexily saunters right: athim.

He fires a shot, that rips into her arm. And anothe=, that smashes into her leg. Still coming, she pulls off her hood.

Batman rips off his own mask and woozily holds his bleeding neck. He's ·on his knees,dizzy and weak •..

Max shoots her other leg and the hand holdi~ the {gu1.. gun, blowing away the barrel. Selina's lrtfC\grippinga sparking gun-butt. She hobbles forward. V

, SELINA Six, seven, all good girls go to ...

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

A panicked Max has backed against the generator.

226 CONTINUED: ( 3 ) 226

Selina shoves the sparking half-a-stun-gun into her mouth like a suicidal pacifier, then grabs Max in a close embrace.

She plunges her steel talons into an open fusebox and gives Max a stunning kiss? Their bodies briefly buck together before getting lost in a dense display of crackling sparkage.

The lights of the city vividly flash on and off, a vision that Max had prophesied ...

The Bat Beacon eerily winks against the sky.

The grand Christmas Tree brilliantly blinks. Now we see that the Plaza is filled with ecstatic Parents, reunited with dazed and delighted Children ..•

Catlike screams of joy waft out of the ·mysterious mist of * wattage.

Bruce frantically searches the thicket@g~mist ..'. but finds only Max's body, not Selina. He stumbles back,

C

as:

Penguin rises like a wraith behind him, soaking and bleeding and sweating. Wiping his brow and gasping for breath, he stumbles toward the shorted-out compressor, using his long, elegant umbrellas for support.

He drops one umbrella. With his free flipper, Penguin vainly twiddles the singed dials. Nothing -- the unit's kaput. Fiery rubble continues to rain down on the lair, raising the temperature even higher. Penguin turns away in defeat from the busted air-conditioner. And sees:

A stone-faced Bruce/Batman standing here, pitilessly watching.

_ PENGUIN Without the mask you're drop-dead

handsome. So, drop dead.

With great effort, he raises his elegant umbrella. And fires it. No ... not quite. It's the merry-go-round.

Penguin reaches·· down for the other umbrella . . .the deadly one ... the one that Bruce/Batman is holding.

He desperately tugs at his collar a la Rodney. His face is turning a deep, pre-coronary scarlet ...

Bruce/Batman wordlessly raises the umbrella and aims it between Penguin's eyes.

Penguin pivots. Starts waddling away. Huffing, puffing

PENGUIN a You wouldn't shoot me in the would'ya .• ?

Bruce/Batman never takes the gun/umbrella off Penguin

Who is waddling, slower and with greater difficulty, toward the once-icy, now-nearly-melted moat.

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

228 CONTINUED : ( 2 ) 228

Then one more step ... and he bellyflops in front of one·glistening, beckoning chunk of ice that was blown out of the water.

One flipper feels for the block of ice it's just an inch away ... And then the flipper falls.

Penguin belongs to the ages.

A beat, then Bruce/Batman sets down the deadly umbrella and siiently watches, slightly awed:

In death, as in birth, the Four Elder Gray Bellied Emperor penguins surround their fallen disciple. Then, like pallbearers, they lift Penguin's body with their beaks and mournfully bear him away, into darkness.

The bat beacon light, the city lights, and the Christmas tree lights continue to flash in wondrous syncopation.

The Carolers begin singing again.

The Mayor, his staff, and Commissioner Gordon, out of their costumes, look up at the flashing bat signal.

O

Alfred drives. As the limo zips past Gotham Plaza, Bruce soulfully gazes out at the celebrants.

He turns, taking a short-cut away from the crowds, through a dark back alley ...

DICTEL - Rev. 10/22/91 119.

Christmas, Mr. Wayne.

Suddenly he's brought up short by a loud~- Bruce glances behind him ...

In time to see the shadow of something dart from the street into an alley. Was it j• ~ cat .. ? Or some- thing taller, s~apelier?

Bruce shivers.

~ BRUCE And women.

TILT UP. In the nights~ the Bat beacon blinks on ... then off, on then off, ~we move closer and closer, till Batman's symbol fills th~screen ... on, then off --

AND CUT TO BLACK.