"THE DARK KNIGHT RISES" (2012)

THE DARK KNIGHT RISES

by Jonathan Nolan and Christopher Nolan

Story by Christopher Nolan & David S. Goyer

Based upon characters appearing in comic books published by DC Comics

Batman created by Bob Kane

Transcribed to PDF from: "The Dark Knight Trilogy - The Complete Screenplays" Published July 2012 by Faber & Faber Ltd. (UK)

In memory of the victims of the tragedy in Aurora, CO, on July 20, 2012.

FOR EDUCATIONAL PURPOSES ONLY

T H E D A R K K N I G H T R I S E S

BLACK SCREEN.

The sound of cracking. Splintering. A shape appears, in ice. The shape of a BAT. The ice disintegrates...

Gordon stands before a massive picture of Harvey Dent.

Gordon, choked with emotion, gathers the papers of his eulogy.

I believed in Harvey Dent.

And we FADE TO BLACK.

Racing along a cratered dirt road, and we are -

Three Hooded Men guarded by East European Militia. A third Militia drives. Next to him is a nervous, bespectacled man.

An airstrip overlooking a grey city rocked by artillery fire. A bland CIA Operative, flanked by Special Forces Men, stands in front of a commuter plane. CIA Man watches the Land Cruiser pull up, hard. The Militia Men jump out of the vehicle.

The Driver shoves the bespectacled man in front of the CIA Man.

Dr. Pavel nods, nervous. CIA Man hands the Driver a briefcase.

CIA Man, confused, spots the Hooded Men. He turns to Dr. Pavel.

The Driver nods. CIA Man turns to his Special Forces Men.

The commuter plane struggles over snow-capped mountains.

The three Hooded Men kneel by the cargo door, handcuffed. CIA Man grabs Hooded Man 1.

Hooded Man 1 says nothing. CIA Man pulls out a handgun.

The flight plan I just filed with the Agency lists me, my men, and Dr. Pavel here. But only one of you.

CIA Man opens the cargo door. Special Forces hang Hooded Man 1 out into the howling wind - CIA Man shouts above the wind.

Nothing. CIA Man fires out the open door and the Special Forces yank Hooded Man 1 back in, clubbing him quiet.

The Soldiers grab Hooded Man 2, hang him out the door.

The prisoner says nothing. CIA Man presses the gun to the man’s hood - he cocks the gun...nothing.

CIA Man turns to the Third Prisoner. Shuts the cargo door.

CIA Man, wary, approaches the Third Prisoner - pulls off his hood, revealing a dark mask with a breathing apparatus. The eyes behind it are cold. Still. This is Bane.

CIA Man laughs for the Special Forces’ benefit. A heavy bass tone is rising. The Sergeant looks out the window.

The commuter plane is dwarfed by a massive transport plane looming over it, dangerously close...

The plane lurches. The noise is building.

The ramp of the transport opens... Four men leap out on tethers - dropping towards the commuter plane, two each side...

The Spacial Forces react to the turbulence from the plane above. CIA Man looks at Bane.

A Special Forces soldier spins around - an Armed Man is outside the window. Bang -

Two men shoot through the windows, the other two attach grapples to the fuselage - give the thumbs up - hoists start to pull and the tail of the commuter plane is lifted, unnaturally.

The Pilots battle the controls as the plane tilts forward.

Like lightning, Bane has the CIA Man is his handcuffed arms, legs wrapped around a seat back, The entire cabin upends. Tumbling chaos - Soldiers falling - Bane cracks CIA Man’s neck and drops him onto the Sergeant - they tumble down the plane, smashing into the cockpit door with a terminal thud.

Dr. Pavel, strapped in, pushes against the seat in front of him - the plane vibrates, trying to tear itself apart.

The men climb the tail of the smaller plane as it dangles helplessly above the mountains. Its wings shear off.

Bane breaks his handcuffs as if they were plastic, then opens his legs and drops down the cabin, somersaulting gracefully and using his arms to stop himself halfway down, by Dr. Pavel.

The men attach explosives to the tail, then jump away, swinging out as the tail explodes.

An explosion takes off the rear door of the cabin - the Armed Men drop through the smoke on cables.

A body bag is lowered into the cabin. Bane lies it on the seat backs next to Dr. Pavel and unzips it to reveal a body the same age and build as Dr. Pavel.

Bane rips Dr. Pavel’s sleeve - pulls out a length of surgical tubing - pushes a needle into Dr. Pavel’s arm - runs the tube to the body’s arm... Dr. Pavel watches, horrified, as Bane starts compressions on the body’s chest, drawing Dr. Pavel’s blood across the tube and into the body...

An Armed Man pulls Hooded Man 1 up through the cabin and out. Bane stops Hooded Man 2.

The man nods, unhooks himself, takes Bane’s arm.

Hooded Man 2 hands Bane his line. Bane clips it around Dr. Pavel, takes out a knife and cuts Dr. Pavel’s seat belt. Dr. Pavel panics, flails. Bane takes his arms. Gentle.

Bane slides Dr. Pavel out of his seat. They hang in the vertical, windblown cabin. Bane takes out a detonator.

Bane presses the detonator - the cabin drops from around them, revealing the terrifying drop to the peaks below. Dr. Pavel screams as they are hoisted up towards the transport, and we -

Drifting over the vast city...

...moving past the enormous Gotham Bridge...

...over the Gotham river to the Palisades on the far side...

...finding a party in the grounds of Wayne Manor. The Mayor addresses the wealthy and powerful of Gotham.

Enthusiastic applause as the Mayor wraps up.

I want to thank the Wayne Foundation for hosting this event. I’m told Mr. Wayne couldn’t be here tonight, but I’m sure he’s with us in spirit...

High above, on a darkened balcony, a lone figure. Watching.

Down below at the bar, Commissioner Gordon examines some sheets of densely written paper. A Congressman muscles in.

Gordon shakes his head. Gordon’s Deputy Commissioner, Foley, cuts in.

The Congressman watches a tray of canapés breeze past, then grabs the ass of the maid carrying them. She freezes.

The Congressman grabs two. The Maid moves off. The Congressman glances down at Gordon’s papers.

Applause. Gordon approaches the mike. Looks down at his long speech. Thinks.

INSERT CUT: Harvey Dent, face half destroyed, threatens Gordon’s son with a handgun.

Gordon surveys the audience. Deciding.

I have written a speech telling the truth about Harvey Dent...

Gordon folds up his speech.

Maybe the time isn’t right...

Gordon stuffs the papers inside his jacket. The Congressman mutters under his breath.

The figure on the balcony turns back into the mansion. People clap as Gordon leaves the mike. Gordon approaches Foley.

Gordon heads for the line of town cars in the gravel drive.

Our Maid dives into the bustle of Wayne Manor below stairs - Caterers and Maids, Wait Staff. She overhears another Maid.

The other Maids signal her to be quiet. All the chatter has died. Alfred has entered the kitchen.

Alfred places a glass of water on a tray next to a covered plate. Picks up the tray, looks around the chaotic kitchen.

Alfred looks at the Maid. Hands her a key and the tray.

The Maid nods. Takes the tray.

Following the Maid through the empty house. She comes to the large oak door to the East Wing. Unlocks it...

The room is dark, quiet. The Maid places the tray on the table. She looks at the inner door opposite. It is ajar...

Alfred talks to an elegant woman, thirties, Miranda Tate.

Her accent is European. Hard to place.

They turn to see a man in his fifties. Daggett.

Alfred turns and walks off. Daggett smiles, glib.

She walks away. Daggett watches her go.

Close on the dinner tray. We hear a labored step approach. Bruce Wayne appears, leaning on a cane. Gaunt. Grey temples. He lifts the lid of his dinner, then freezes, hearing something. He slowly limps into the next room...

The Maid looks at framed photographs of Rachel, Thomas and Martha Wayne. Some are half-burned. She notices an archery target, arrows stuck in it. She reaches out. WHAM! An arrow sticks into the target - the Maid spins around, flustered. Wayne, at the other end of the long room, lowers a composite bow. Picks up his cane.

Wayne nods, gently. Limps towards her.

She trails off, embarrassed. Coy. She seems very young.

Wayne approaches slowly. He nods at her pearl necklace.

He reaches out with his cane to press open a panel on the bureau, revealing a safe door...

- which the manufacturer clearly explained is uncrackable.

...which swings open with an awkward creak.

The Maid suddenly seems more confident. Older.

She smiles at him. Moves towards him.

She kicks his cane from under him, smashes him down.

Of course, sometimes exceptions have to be made.

The Maid vaults onto the bureau and up to a high window.

Goodnight, Mr. Wayne.

She flips backwards through the window. Wayne smiles, then rocks forward on his good leg and rises with athletic grace. He looks at the safe, notices something. Powder...

Moving toward the line of town cars, the Maid pulls off her white apron, cuffs and collar, leaving a black dress and pearls. A Valet hurries to open a car door for her - she slips into a town car...beside the Congressman.

The Congressman, a little tipsy, looks at her hungrily.

Alfred enters, to find Wayne kneeling at the safe.

Gordon brings a stack of files against the air duct, settles to read. Next to him is a rusty, broken searchlight.

A young Cop is standing there. This is Blake.

Gordon smiles at this. Blake looks at his stack of files.

Blake shifts uneasily. Then looks at Gordon.

Gordon turns to look at the broken searchlight. He brushes his fingers across its rusted shell.

Gordon walks past Blake, heading for the stairs.

Alfred takes his tray into the bedroom. The bed is empty.

Alfred’s voice echoes through the vast mansion. No reply.

Alfred hits three notes on the piano. The bookcase opens.

Alfred descends into the caverns beneath Wayne Manor.

Alfred walks through the arches as the stone floor starts to lower, becoming a ramp. At the bottom, Alfred is level with a series of dark slate obelisks - a bridge over the water to where Wayne sits at a computer atop a massive slate cube.

Wayne pulls up a mug shot - a fat, male armed-robbery suspect.

- but she was wearing someone else’s fingerprints. She’s good.

Wayne hits a key. A photograph of the Maid appears.

Selina Kyle. The databases are full of close calls, tips from fences...

Newspaper headlines appear -

THE CAT STRIKES AGAIN, POLICE SUSPECT ’CAT’ BURGLAR IN JEWEL HEIST.

Wayne says nothing.

Remember when you left Gotham? Before all this. Before Batman. Seven years you were gone. Seven years I waited. Hoping that you wouldn’t come back.

Wayne looks at Alfred. Not understanding.

Every year I took my holiday. I’d go to Florence. There’s a café by the Arno... Any fine evening I would sit there and order a Fernet Branca...

INSERT CUT: Alfred seated in a café sipping his drink...

I had a fantasy. I liked to imagine that one day I’d look across the tables, and see you. Sitting there with your wife. Perhaps some kids. You wouldn’t say anything to me, or me to you, but we’d both know...that you’d made it. That you were happy.

INSERT CUT: Alfred spots a couple at another table and looks closer, hopeful. But they are strangers.

I never wanted you to come back to Gotham. I knew there was nothing there for you but pain and tragedy, and I wanted more for you than that. I still do.

Alfred leaves Wayne to his cave. His bats.

Blake and his partner, Ross, get out of their patrol car. A DWP Man leads them down a long concrete trough.

They come out by the catchment basin. Above the grille lies a body - a teenage boy. Blake looks down at him. Freezes.

Blake looks up at the shabby building.

Blake is talking to Father Reilly.

Father Reilly watches as Blake sits with Mark - ten.

Mark nods slowly. Staring straight ahead.

Blake considers this. Troubled.

Selina Kyle, in a little black dress, walks in with a drunk in a Hawaiian shirt. She sits him on a bar stool - walks over to a table where a neatly dressed man, Stryver, sits.

Selina glances around. Things scattered throughout the bar. Jumpy. Selina hands an envelope to Stryver.

Stryver slides a transparency out of the envelope. Holds it up to the light. Four perfect fingerprint transfers.

He pockets the envelope.

Stryver signals a Thug who locks the door. Another Thug joins them at the table. Selina smiles.

As Stryver checks the envelope again -

The Second Thug puts a gun to Selina’s head.

Selina looks in his eyes. The Thug cocks his gun. She blinks.

She reaches for her purse. The Thug stops her, reaches in himself - pulls out a cellphone. Slides it across the table.

Stryver looks at the phone. Hits ’send’. Selina sizes up her options. A knock on the door. Second Thug hides his gun. The door opens - a young woman, Jen. She enters, cheerful, spots Selina. Pulls out an envelope, looks around.

Jen leaves. Stryver checks the envelope. Satisfied.

Stryver looks at Selina’s ’date’ drooling into a bowl of nuts at the bar - he looks familiar...

Across the bar, the TV on mute -

MANHUNT FOR MISSING CONGRESSMAN.

Stryver looks at Selina.

Stryver glances down at the cell phone as - SCREECH - the Thugs look out the window at cop cars and SWAT units descending on the bar. Stryver glances at the window and - SMASH - Selina CRACKS his head against the table, grabs

Second Thug’s gun hand, flips over the table, firing at the other Thugs, who drop. The SWATs batter down the door. Selina crouches, cowering, screaming.

The SWATs barrel past, chasing the remaining Thugs back through the bar and out into the back alley. Selina smiles.

The Thugs turn and open up on the SWATs with automatic weapons.

Selina moves to the door. Spots the Congressman under the bar, clutching his bleeding leg.

She adjusts her dress in the broken mirror behind the bar. Moves for the door.

Selina waltzes out - right into Blake. She feigns panic.

Blake helps Selina down onto the tailgate of a SWAT truck. He heads into the bar, weapon drawn. Selina slips behind the truck and into the night.

Blake enters, gun drawn. Spots the Congressman.

The SWATs return fire. The Thugs lay down cover fire, then race around a corner into a smaller passage.

A cop car pulls up, blocking the mouth of the alley - Gordon jumps out, gun drawn.

The SWATs approach the passage, massing on both corners tactically. The two corner SWATs exchange hand signals, counting down... They round the corner, aiming low and high.

The passage is empty.

The SWATs cover a fire escape, but Gordon spots at once -

He races to the manhole cover - SWATs wrench off the cover, Gordon grabs a flashlight from the nearest SWAT.

Gordon starts climbing down the ladder...

Gordon moves down the tunnel, flashlight low. Three SWATs fall in behind...

Blake comes into the alley. Cops surround the manhole.

Gordon hears a noise up ahead - pushes forward, rounds the corner. BANG! GUNFIRE. SWATs return fire, shots sparking off the concrete walls, then - BOOM - behind him the tunnel ERUPTS IN FIRE, blasting the SWATs. Gordon races forward, tearing through the tunnels.

Blake jumps back as a fireball bursts out of the manhole.

Gordon races around a corner, gun drawn. A noise makes him turn - WHACK, he is clobbered from behind by a Thug.

Blake pushes forward.

Blake backs off. Gets an idea - goes for his patrol car.

Thug 1 flips Gordon onto his back.

The two Thugs drag Gordon down through the maze of tunnels. As they descend deeper they encounter work crews of muscular men wielding large drills and jackhammers, working the walls and ceiling of the larger tunnels. Some of the men are armed Mercenaries, overseeing gangs of homeless street kids. They stare as Gordon is dragged past. The Thugs drag Gordon between two waterfalls, into -

They approach a figure, turned away, crouched in the firelight. Bare-chested, muscular, masked. Bane. A crooked line of scar tissue runs the length of his spine...

The Thugs drop Gordon at Bane’s feet.

Bane slowly turns to the Thugs.

Bane flips the Thug’s chin up and to the side with a crack. Thug 1 drops. Bane turns to Thug 2.

The Thug, terrified, pulls out Gordon’s badge, wallet, gun...and the folded papers of the speech he did not read. Bane takes these one by one with quick glances. He stops at the papers. Unfolds them...

As he reads, Gordon rolls off the steps, dropping into the rushing flow of water - gunshots ring out...

Thug 2 trails off as Bane looks up from the papers...

Bane turns to the Lead Mercenary.

Lead Mercenary hands him a GPS - Bane tucks it into Thug 2’s jacket, zips it up like a mother sending her kid to school.

Bane shoots Thug 2, kicks him into the water. Turns to Lead Mercenary.

Blake comes out to the catchment basin. He spots something stuck up against the grille, thrusts his hand into the raging waters - Gordon is there, alive. Just. Blake pulls him up onto the concrete, hoists him up, hurrying...

Alfred opens the door to reveal Blake in his dirty uniform.

Blake is sitting, drumming his leg, nervous. Wayne enters.

Wayne stares at Blake.

Blake gets up to leave. Wayne is lost in thought.

Wayne and Alfred watch Blake drive away.

Alfred turns to leave.

Alfred is less excited by this part of the request.

Moving towards the tall skyscraper downtown.

Miranda is talking to Lucius Fox at the table.

Miranda catches something in this.

Miranda leaves. Fox moves into his office - stops.

Wayne rises, pushing hard on his cane.

Fox hits a button - the bookcase opens into a hidden elevator.

Fox leads Wayne into the vast, gadget-filled space. They pass Tumblers with different weapons configurations...

Wayne shakes his head.

Fox opens a door - we glimpse a sleek vehicle. Wayne’s eyes light up.

Wayne touches its sleek side. Marveling.

Wayne looks wistfully at the machine. Turns away.

Wayne listens, distracted, while a Doctor examines an X-ray.

Wayne smiles. The Doctor leaves. Wayne pulls on a ski mask, steps to the window, hops up, pulls a wire from his cane, which he clips to his belt. He props his cane behind the frame - jumps out. The wire unspools from the cane as -

Wayne drops three floors...

Gordon lies in his bed, hooked up to machines. Wayne, in ski mask, stands over him. Gordon’s eyes flutter open. He tries to speak with a weak, hoarse voice...

Wayne pulls up in front of a row of shabby subdivided town houses. Checks a tracking device. Jon, provocatively dressed, leads a Yuppie Banker-type in through a front door.

Selina sits in a small room getting ready to go out. She picks up the pearls - hears a disturbance in the hall.

The Yuppie has Jen against the wall - he reaches back to hit her with an expensive wristwatch-clad arm. But Selina has grabbed his wrist with a powerful grip.

Selina twists his arm behind him in a blinding move.

She releases the Yuppie, who moves off down the stairs. Selina turns to Jen. Who is examining a wallet.

Selina opens her hand and gives Jen the Yuppie’s Rolex.

Selina exits and hails a cab. Wayne watches her go. Then pulls out. Checking his tracker.

Town cars dispense Gotham society in tasteful masquerade. Wayne pulls up to the Valet. Paparazzi line the entrance. Wayne uses his cane to get out of his Lamborghini...

Lenses swing onto Wayne, who pushes a button on his key fob - a pulse. The cameras die. Wayne heads to the door.

A lavish ball - the expressively attired dance under falling confetti... Even Bruce Wayne is struck by the ostentation. He spots Selina dancing with a deeply smitten Rich Twit. She wears a small, velvet pair of cat ears. And the pearls.

Wayne turns to find Miranda Tate, amazed, a small mask her only concession to fancy dress.

Wayne looks at Miranda. Intrigued.

Wayne watches Miranda glide away. Then turns to Selina.

Rich Twit turns, annoyed - Wayne hands him his cane. Takes Selina by the waist. She glares at him.

Wayne glances around at the sumptuous party.

Wayne rolls her into his shoulder - reaches up to the back of her neck, unclasps the necklace.

But I still can’t let you keep them.

The pearls slide off her neck into his other hand. Selina looks at him. Angry. Then kisses him, hard, and disappears into the crowd. Wayne’s cane reappears.

Wayne approaches the Valet. Pats down his pockets.

Selina permits herself a little smile as she guns the engine.

Alfred watches in the mirror as Wayne climbs into the back.

Wayne gives him a withering glare.

(MORE)

Wayne dials his phone.

Up front, Alfred listens. Concerned.

Wayne pushes a button on a hi-tech carbon fiber brace strapped to his good knee - the brace tones. As Wayne starts moving his knee, bending, stretching, Alfred puts down a Thermos.

Wayne swaps the brace to his bad knee. Puts his weight on it - the knee bends, kicks. He sits again. Cautious.

Now we tighten it up.

Wayne gingerly pushes a button - the brace starts to shrink tight to his leg, digging in. Wayne grits his teeth.

Wayne shouts as the brace clicks home. He gets to his feet.

Wayne executes a perfect roundhouse, knocking out a brick.

Not bad at all.

Alfred picks up the brick. Considers it. Uneasy. He follows Wayne across the bridge to the cube.

Wayne takes this in. Shocked.

The Batsuit emerges from the cube.

Wayne looks at Alfred. Then turns to examine the Batsuit.

A frenzy of trading on the packed floor...

Two Traders sit on a shoeshine stand in the lobby.

Near the front entrance: a Food Delivery Guy is standing there negotiating with a Trader.

Trader 3 spots bad news on a screen.

Alright, I’ll take it.

He thrusts Food Guy a tip and grabs the bag, distracted...

At the rear secure entrance: a Motorcycle Courier enters, wearing his helmet - a Female Security Guard gets in his face.

In the rest room: a Janitor mops the floor, shifting out of the way of two Traders who rush in to pee.

At the shoeshine stand, Trader 1 waves a bill down at the man shining his shoes without a glance. Shoeshine Man takes the bill, then, as the Traders step off, he reaches into a gym bag and checks an automatic weapon. He clicks the slide home, then hoists the gym bag and heads for the trading floor.

At the secure entrance: the Courier pulls off his helmet. The Female Security Guard’s eyes go wide.

In the rest room: the Janitor reaches into his bucket and pulls out a machine pistol in a Ziploc bag.

Near the front entrance: Food Guy pulls an automatic pistol - clubs Trader 3 with it, pastrami flying. Shoeshine Man moves onto the floor, pulls out his weapon.

Under the Courier’s helmet - a mask. Bane. He grabs the Female Security Guard and throws her into her colleagues, lashing out in four directions with rapidfire lethality.

Shoeshine Man fires into the large trading screens. The floor erupts into a different frenzy - traders hit the deck, screaming. Bane moves onto the floor...

He dries up as Bane stops. Turns to him...

Bane grabs Trader 1 by the throat and drags him across the floor to an online automated trades terminal... He puts the man’s thumb onto the print reader - the screen lights up.

Trader 1, terrified, types in his password. Outside, sirens. Shoeshine man pulls out a USB drive with an antenna - plugs it into the computer - figures race across the screen...

Police vehicles screech into the narrow street - construction vehicles are blocking. Blake argues with a burly Construction Worker.

Blake points - but SWAT vehicles pile in, blocking.

Foley and the SWAT Commander, Allen, approach the entrance. The Market Security Chief walks up, frantic.

Shoeshine Man looks up from the laptop.

Shoeshine Man picks up the laptop, slips it into his pack...

Allen shouts at his men.

Steel wedge-shaped barriers rise up at the mouth of the street. A Sniper watches the doors through a thermal scope. Six large heat signatures bloom, too big for people...

The door explodes. SWATs duck, six sportbikes race out and leap the ramp-like barricades, sending SWATs scattering. Cops scramble to pull their vehicles out to give chase.

The bikes weave through traffic, Traders strapped to the back, facing backwards - screaming, ties flying in the wind. A cruiser falls in behind.

A Veteran Cop sights a shot, but the Traders are in the way.

Foley is barking into his radio.

The cruiser follows the bike into a large tunnel. A Rookie Cop looks up into his rear-view.

The Veteran Cop looks back - streetlights and headlights are dying one after another. The darkness is chasing them - the darkness hits them. Their lights, sirens, and engine die...

And, out of the silence, a dark shape roars past -

Food Guy drives the rear bike. He looks back - sees streetlights explode behind him - darkness catching him up.

The engine chokes and dies. The Trader jumps off, shouting for the cops. Food Guy turns, pulling his gun. SMASH! - Food Guy is thrown backwards off his bike by a dark wing as BATMAN races by on the Bat-Pod.

Foley rushes to Blake’s cruiser.

The remaining bikes split up as they reach a high overpass.

Batman pulls up, overlooking the intersection - pulls a rifle-shaped device. A tone builds - he aims it at the bike and fires.

Janitor’s bike sparks and dies. Sirens as Cops move in, Another bike splutters and dies - the Hostage breaks for cover.

Batman sees the last two bikes disappear beneath an overpass. He holsters his EMP rifle and guns the Bat-Pod.

Foley, in the back, is using the cruiser as a mobile command station.

Foley looks out at Gotham rushing by.

Foley ignores him.

All around the city, cops mobilize - cars, vans, choppers...

Bane pulls up at speed alongside Shoeshine Man. Shoeshine Man glances inside his pack - signals ’2’. Bane turns, sees darkness approaching, reaches back and grabs his Hostage, lifting him onto the back of Shoeshine Man’s bike. Bane peels off - Batman stays on Shoeshine Man.

A Spotter watches Bane peel off, hits the radio.

Foley listens to the radio, hungry -

Coverage of the pursuit blares from all the TVs, as Daggett and Stryver watch. Tense.

Moving in on a shadow, crouched in front of Daggett’s safe, working the dial... The shadow slides up a pair of goggles onto the top of its head creating the silhouette of cat ears. It is Catwoman. She turns to the TV, watching the pursuit.

Catwoman opens the safe. Nothing inside. She frowns.

Bane slips between two cruisers who tear after the Batman. He jumps up onto a concrete barrier, then down to the mouth of an outflow pipe. He glances at the entire Gotham Police Department descending on one man. Disappears into the pipe.

Shoeshine Man glances into his pack - the program beeps, finished. He looks back to see the Bat-Pod racing at him, ducks as it comes alongside...riderless. Shoeshine Man looks up, confused. WHUMP! His hostage is ripped off the bike by a low-flying dark shape.

Shoeshine Man lays down the bike in a shower of sparks, rolls off dazed. Batman grabs him.

Shoeshine Man stares. Unafraid. Batman rips the computer from his pack. The screen reads:

APPLICATION COMPLETE

Blinding light and noise as police choppers descend - sirens everywhere. Batman grabs the USB drive from the laptop. He jumps on the Bat-Pod - pauses, taking in the sight of thousands of police, cars, choppers, dogs, closing in.

Batman looks at the line of stopped traffic. An empty car transporter is below the on-ramp... Batman fires the cannons at the transporter, the near ramp crashes down, and Batman roars towards it - mounts it and jumps onto the on-ramp...

Daggett angrily grabs some ice cubes for his drink.

Daggett watches, intrigued.

Foley shouts down the phone.

Thousands of police jockey to pursue the Batman as he races back into the downtown area.

The Bat-Pod tears along, pursued by a phalanx of cruisers, choppers overhead. More cops appear at the far end of the boulevard.

The Bat-Pod executes a ninety-degree turn, flipping over as it goes, then guns into the darkness of a large blind alley.

Cruisers and choppers block the mouth of the alley. Blake arrives last, his cruiser sealing the bottleneck. Foley swaggers out.

Foley reaches for a loudhailer. VARRROOOOM!! A noise from the alley that none of the cops have heard before...

Spotlights smash on and a massive dark cyclone roars out of the alley, spinning the choppers sideways, dual rotor downdraft forcing all the cops to the ground.

The Bat, now black, thunders up and over the entire Gotham PD. Blake slides up to Foley. Dry.

Foley looks at Blake. Thrusts the loudhailer at him.

Gordon, still hooked up to machines, watches TV. He smiles.

Daggett watches the TV coverage, concerned. Stryver enters.

Daggett gets to his feet, relieved, moves to his inner office.

Open the champagne...

Daggett comes through the door, calling back.

Catwoman grabs him, throws him across the room. His back slams against the wall - he draws a gun, but - WHACK! - Catwoman pins his wrist to the wall at shoulder height using the high heel of her boot. He whimpers as she leans in.

She plucks the gun from his trembling hand.

Click - Stryver has a gun to her head.

Stryver looks appreciatively at Catwoman as she lowers her leg...

Catwoman digs her stiletto into his calf, hard. He screams.

Catwoman spins, disarms Stryver, grabs Daggett.

The Bodyguard bursts in, gun drawn. Catwoman, holding Daggett, spins, kicking the window with the point of her heel. The glass shatters. She pulls Daggett through the window. He screams - they drop...

...ten feet onto the window-cleaning platform. Catwoman uses her bladed heel to cut a rope - the platform plunges down the side of the building.

Catwoman dumps Daggett onto the roof, towering over him.

Catwoman leans back from Daggett, taking this in... Shapes drop onto the rooftop. Emerge from fire exits. They’re not Daggett’s bodyguards, these are Bane’s men... Catwoman holds Daggett by the throat, threatening him.

They continue to approach. One of them screws a silencer onto his gun.

VOICE (O.S.) They know...

All eyes search for the source of the voice. Catwoman spots it - a dark shape, crouched on the roof above: Batman.

As the Mercenary with the silencer looks up, Catwoman leaps forward, grabs his gun. Batman drops into the middle of the fray, fighting back Mercenaries at Catwoman’s back - she fires at one, clipping him, he drops. She spins aiming at another’s head - Batman yanks her arm down, forcing her to miss the Mercenary. Batman takes him out with a kick.

As more mercenaries come out onto the roof, Batman runs for the far edge.

Catwoman follows, confused, as Batman leaps off the roof. She gets to the edge, pauses to look down into the alley - sees the black angular roof of the Bat, cockpit open.

Shots impact around her - she leaps, landing hard, but gracefully on the back of the vehicle, slides into the cockpit. As the engines thunder into life, and the canopy hisses shut, taking bullets from above.

Catwoman flinches as the Bat thunders into the sky, downdraft forcing the Mercenaries down onto the roof, all but one, who walks slowly across the roof, strong against the wind...Bane. He watches the Bat roar off into the night.

The Bat lands - the canopy opens. Catwoman jumps out.

Batman steps down after her.

Catwoman looks at him. Considering.

Batman considers this. A police chopper sweeps past, searching. Batman turns to it. Then turns back.

But she is gone.

So that’s what that feels like.

Alfred is studying security camera footage of Bane killing at the stock exchange. A roar builds - the waterfall glows brighter until...SMASH! The Bat breaches, downdraft spraying water. Two cubes rise - the Bat lands, Batman jumps out. Alfred brushes water off his suit.

Alfred takes the cowl from him, then the cape, as they walk.

Alfred looks at him. Puts down the cape and cowl.

Alfred points to the monitor - Wayne sees Bane killing...

Wayne moves to switch off the monitor. Alfred grabs his hand.

Wayne plugs the USB in, hits keys. Text scrolls.

The screen blanks, a thumb print appears.

Wayne pulls out the USB, rises.

Get this to Fox - he can crack the code and tell us what trades they were executing.

Alfred looks at Wayne. Takes the USB.

As Wayne hits the bottom of the stairs, Alfred calls.

Waynne hears his tone of voice. Turns to him.

Alfred considers this. Looks away.

Wayne watches, confused, as the old man prepares to say -

Wayne stares at Alfred, shocked.

Wayne turns on the old man, furious.

Wayne looks at Alfred. Furious. Summons the worst thing to say and says it quietly and calmly.

Wayne mounts the stairs...Alfred watches him go. Turns.

Wayne is woken by the doorbell.

As Wayne moves through the empty house, tying his dressing gown, he can’t resist one tentative.

But Alfred is gone.

Wayne opens the front door the find Fox. Fox is surprised.

Fox hands Wayne a newspaper - the main headline:

BATMAN BACK TO FOIL OR MASTERMIND STOCK RAID...

Wayne turns the page:

WAYNE DOUBLES DOWN - AND LOSES...

Wayne looks up from the newspaper, reeling.

A scrapyard on the Gotham river. Across the water, the towers of Gotham. Lucius leads Miranda from her car.

They arrive at a Portakabin and enter.

Miranda looks around the derelict office. Fox smiles at her.

He hits a button and the floor descends, Miranda is shocked as the office becomes an elevator into -

They descend diagonally into a massive concrete tunnel...

Miranda marvels as they step off the elevator. She spots a figure deep within: Bruce Wayne.

Wayne leads Miranda to the core. Two perpendicular rings of electromagnets suspend a bowling-ball-sized mass of metal. Wayne hits buttons - the ball glows, then dies to cold.

Nothing.

About three years ago a Russian scientist published a paper on weaponized fusion reactions. One week later your reactor started developing problems... (Looks at Wayne.) I think this machine works.

His eyes are genuine. Pleading. Miranda nods.

The Board Members, including Daggett and Miranda, take their seats. Fox at one end of the table, Wayne at the other.

All eyes go to Wayne. An older member of the board pipes up.

Wayne glances at Miranda who nods at him. Wayne leaves.

Wayne exits the building. There is an angry mob of Shareholders and a pack of hungry Reporters.

Wayne looks over to see his Lamborghini being towed.

Wayne turns to see Blake standing by his patrol car. Nods.

Daggett bursts in, furious. Stryver tries to placate him.

Daggett turns. Bane is already there.

Bane places a gentle hand on Daggett’s shoulder.

Daggett is taken aback. Stryver leaves.

Daggett considers the heavy hand on his shoulder. Nervous.

Bane gently takes the terrified Daggett’s head in his hands...

Stryver, on the steps outside the living room, flinches.

SCENE OMITTED

Wayne stares out the window. Blake glances across.

Blake drops Wayne off.

Blake hands him some bills, watches him cross the street. The radio squawks. Blake reacts - drives off.

Selina is packing a bag. She hears voices in the stairwell.

Selina finds Wayne standing there with Jen.

Jen looks at Selina. At Wayne.

Wayne looks at the cramped space. Selina shifts, embarrassed.

Wayne nods, starts to leave.

Blake moves through the hospital corridor, looking for -

Blake enters. Gordon is sitting up in bed, talking to Foley.

Blake hands Gordon a stack of files. Foley glares at Blake.

Gordon eyes the files hungrily - glances up at Blake.

Blake tries to conceal his excitement from Foley.

Wayne, covering his head with a newspaper, hurries up the driveway in the rain. Steps into the alcove. Hits the bell.

Wayne turns to find Miranda there.

Wayne looks a little helpless all of a sudden.

She takes his hand.

They force the French windows - enter, brushing off the rain.

Wayne sets down the newspaper:

FROM BILLIONAIRE TO BUM

Miranda kicks off her shoes. Glances at the paper.

Then at a photo of Wayne’s parents.

Miranda picks up a photo of Rachel.

Wayne looks at her. Can’t find words...

Miranda puts the photo down. Kisses him. Passionately. Then again. He kisses back. Suddenly the lights go out.

Wayne watches as Miranda tends to a roaring fire.

She returns to him, pulling a blanket around both of them.

He traces a scar on her shoulder.

She turns to him, tracing the scars across his chest.

She pulls him close. He kisses her. They fold into each other, the warm heart at the center of a vast, cold room.

Miranda is sleeping, wrapped in the blanket. Wayne studies her for a moment, then slips out...

Wayne moves to the Batsuit. Picks up the cowl.

The Bat roars towards downtown. Batman kills the lights and main engines - the Bat quietly autorotates into the canyons.

Catwoman on a wall, watching trains go by. She senses...

...Batman is there.

Catwoman jumps down. Batman follows. Catwoman leads him down into a service tunnel...

Catwoman speaks over her shoulder as she walks.

Catwoman swings into a -

A Mercenary patrols. Catwoman comes up behind.

Batman hangs upside down behind him.

Darkness smashes onto the Mercenary. Gunfire in the tunnel. Catwoman races along, pursued by a Mercenary. He is yanked off his feet by darkness - he screams...

Batman picks off more and more Mercenaries. Screams echo... Batman follows Catwoman through the dark tunnel.

A grate slams down, separating them - the lights come on. He is deep inside.

Mercenaries look down on him from above. Catwoman turns.

Batman turns. Bane emerges from behind the waterfalls.

Catwoman hears the name. Less sure of what she’s done. Batman moves at Bane - strikes powerful blows - Bane catches his fist.

Bane SMASHES Batman back - kicks him off the catwalk - Batman drops, uses his cape to land. Bane climbs down on a chain - his men watch in disciplined silence - Batman hurls flashbangs at Bane, who doesn’t flinch.

Batman lashes out at Bane - Bane counters - they separate.

Batman hurls himself at bane, throwing his into the waterfall, where he smashes his fists and gauntlets into Bane’s mask again and again, water cascading over them.

Bane is not moving. Just taking the blows. Batman pauses. Bane’s arms SHOOT OUT, SMASHING Batman aside - Bane RISES...

Batman hits a switch on his belt - the lights go out - Bane turns slowly addressing all the shadows at once.

In the shadows, Batman circles, looking to strike...

Bane lunges backwards into the darkness - Batman’s throat in his grasp.

Bane SMASHES him into the ground, POUNDING, pounding, pounding the hard cowl with his bare fists until it CRACKS.

Bane RISES from Batman, gestures to the ceiling of the chamber - explosive charges have been drilled into holes...

A Mercenary tosses Bane a detonator - Batman watches through cracked cowl - Bane hits the detonator - explosions BURST over his head as the ceiling CRUMBLES revealing:

Applied Sciences - Bane has dropped the bottom out of Fox’s weapons store...a camouflage Tumbler rests in the rubble.

Mercenaries race through the stacks of equipment...

Batman climbs to his feet, swaying. Bane approaches.

Batman SWINGS at him - misses - Bane GRABS him, lifts him HIGH.

...or your body.

Bane brings Batman down onto his knee, BREAKING his back with a horrific CRACK.

In the shadows, Catwoman looks on. Shocked. Bane crouches to pull the broken cowl off the broken Wayne. Mercenaries lift Wayne’s body and carry him off... Bane stares into the hollow eyes of his trophy...

Catwoman slinks back into the shadows, and we -

FADE IN:

Blake’s cruiser pulls up. He noses up to the windows. Nothing.

Blake sits in his cruiser. Selina exits, wide-brimmed hat, bags. Blake recognizes her. She hails a cab.

Blake pulls out to follow.

Selina moves through the terminal. She clocks a Uniform Cop staring at her - ducks down a service hallway.

The Uniform rounds the corner to find Selina applying make-up.

Selina, surprised, fumbles with her purse.

She hands the Uniform her had - punches him through the brim, stuffs him in a closet - plants her mangled hat on his head.

Selina makes her way down the jetway - spots Security at the far end - turns - Blake smiles at her. Badge in hand.

Selina, now in cuffs, looks up as Blake walks in.

Blake lays a police file down with a thump.

You’ve made some mistakes, Ms. Kyle.

Selina looks at him with contempt. Blake shrugs, switches off the tape, moves to the door.

Selina turns to look at Blake. His eyes plead with her.

And we -

BLACK SCREEN. Sounds: screaming, laughing, CRYING. Sights: LIGHT, bodies FALLING, a DARK SKULL... And we are -

Wayne opens his eyes. Unshaven. Filthy. Someone else is in the cell - Wayne cannot move to look - even the attempt is painful...the skull drifts into his sight. Bane. Squatting at Wayne’s bedside, muscled shoulders curving into his mask.

Wayne exhales. Eyes losing focus from sheer pain.

Wayne’s eyes dart about: filthy stone walls, distant sunlight from above, iron bars: an underground prison.

Where I learned the truth about despair. As will you. (Rises.) There is a reason that this prison is the worst hell on earth...

Bane steps to the bars - looks up at a bright opening five hundred feet above. Like being at the bottom of a gigantic well...

Hope. Every man who has rotted here over the centuries has looked up to the light and imagined climbing to freedom. So simple. So easy. And, like shipwrecked men turning to sea water from uncontrollable thirst, many have died trying. I learned that there can be no true despair without hope. (Turns to Wayne.) So as I terrorize Gotham, I will feed its people hope to poison their souls. I will let them believe they can survive so that you can watch them clamber over each other to stay in the sun...

Bane points to an old TV, just outside the bars.

You will watch as I torture an entire city to cause you pain you thought you could never feel again. Then, when you have truly understood the depths of your failure, we will fulfill R¯a’s al Gh¯ul’sdestiny. We will destroy Gotham. And when it is done...when Gotham is ashes...then you have my permission to die.

Bane rises. Leaves. Wayne drifts back to unconsciousness.

A van pulls through the gate. Selina, inside the van, looks up at the formidable grey building.

Guards lead Selina down the cells. Whistles and catcalls.

Selina passes a Huge Inmate who strains through the bars...

Without breaking step, she slips his outstretched hands between her handcuffed ones and cartwheels, snapping his arms - he screams in agony - she keeps walking...

Fox comes out of the elevator with Miranda.

Fox swings the doors to the boardroom open...

The board is there. Scared. At the head of the table - Bane.

Fox and Miranda freeze. Staring at the mask.

The dignified older board member gets to his feet. Mercernaries round the three up.

Gordon, with a Nurse’s help, pulls himself to a seated position as Blake watches.

Gordon takes this in...Foley bursts in, agitated.

Foley looks at Gordon.

Foley nods. Leaves. Blake gets up.

Blake nods.

Wayne lies, weak, feverish. A Prisoner drips water onto his parched lips. An elderly Blind Prisoner squatting by the wall in the next cell rasps something in an ancient tongue.

The Prisoner puts bread to Wayne’s lips.

A chant gets Wayne’s attention. He rolls his head painfully to watch a Tattooed Prisoner hand a thick rope to a Strong Man, who ties it around his chest, watched by other Prisoners.

String Man starts scaling the wall. The Prisoners’ chant grows stronger as he climbs towards the light.

Above: Strong Man stops, perched on a ledge, a twelve-foot leap from the rest of the climb... The chanting peaks as Strong Man leaps...misses...falls. The rope catches - he swings into the rock face. Prisoners fall silent as Strong Man is lowered, broken, bloody, to the prison floor.

The Blind Prisoner barks at him.

INSERT CUT: a child of about ten looks up towards the light.

The Prisoner leaves Wayne’s cell - switches on the TV.

Bane’s men lead Fox, Miranda and Fredericks through the debris. Fox stares at Mercenaries working on his old inventions...

SWATs and Cops mass around entrances to sewers, tunnels...

Bane leads Fox and the others to where Mercenaries plant charges on a hewn wall. Dr. Pavel is here. Waiting. Bane nods at his men. The wall blows.

A SWAT team about to enter a sewer pipe hear a low echoing boom. They look at each other, then head in. Thousands of Police head into manholes, tunnel entrances, checking weapons, using flashlights...

Bane leads the way over rubble into the REACTOR. Dr. Pavel follows. Bane approaches the machine. Turns to Fox.

Fox shakes his head. Bane holds his gun to Fredericks’ head.

Fredericks trembles. Bane cocks the weapon.

She walks up to the scanner. Places her hand on it. It beeps. She turns to Fox. Quietly pleading.

Fox reluctantly puts his hand on the scanner. Then Fredericks. The core glows brighter and brighter. Dr. Pavel is transfixed.

Bane turns to his men. Gestures at the hostages.

Take them to the surface. People of their status deserve to see the next era of western civilization.

Fox, Miranda and Fredericks are led back into the rubble.

The Mayor, flanked by Security, talks to a crowd of Reporters.

The Mayor heads into the stadium with the crowds...

Hundreds of SWATs wade, flashlights swinging, heading towards the center... Teams are converging from different entry points...

Blake is on the phone.

Blake glances at a large map - dots mark pouring locations.

Blake pulls up in front of a cement plant.

Dr. Pavel finishes his work. Turns to Bane. Grave.

Dr. Pavel stares as Mercenaries start to disconnect the core...

Blake is led through a fence by a Worker.

Blake walks past cement mixers. Spots someone. A Driver.

The Driver turns.

Behind Blake the Worker puts his hand is his pocket...

Blake spins, drawing his weapon. The Worker lunges with a knife, Blake smashes his hand to one side and shoots him. The Driver grabs him from behind. Blake wrestles, but the Driver is string, trained. Blake can’t aim his gun, he fires behind, into a steel mixer - the bullets ricochet, one catches the Driver in the back and he goes down... Blake, gasping, kneels beside the Driver.

The man dies. Blake looks down at his gun. Disgusted. Tosses is down. Pulls out his phone. Dials.

Blake freezes, stooped to pick up his gun. Looking at some empty barrels...

Commissioner, they’ve got Polyisobutylene here... (Looks around.) And motor oil. They weren’t making cement, they were making explosives -

Blake grabs his carts - scanning the pattern of the dots - realizes.

Blake fires up the cruiser and pulls out, hard.

Blake is driving furiously, shouting into the radio -

Foley, concerned, takes the radio from a colleague.

Foley looks up with dread at the mouth of the tunnel.

Mercenaries rise from a hole in the floor - Bane emerges...

The Mayor, in a corporate box, mouths the National Anthem...

The Mercenaries pull out detonators. Bane listens to the kickoff like a hunting dog sensing the wind...decides.

The Mercenaries hit the detonators.

SWATs react - the tunnel roof behind collapses... Chunks of concrete structure drop - thousands of police throughout different tunnels are trapped...

The crowd goes wild as a Receiver catches - starts a run - the Mayor looks on, suddenly confused.

As the Receiver sprints for the end zone, the field behind him DROPS away in smoking ruins, swallowing Players...

The crowd is not cheering but SCREAMING... The Mayor’s box EXPLODES...

The Receiver, nearing the touchdown, glances back - sees Armageddon - the entire field is now a smoking mass of rubble, but for one strip of turf...Mercenaries pour out of the tunnel, creating a gauntlet...

Blake’s cruiser swerves to avoid eruptions of asphalt. An eruption TOSSES Blake’s cruiser onto its roof.

All bridges, except the Gotham Bridge, suffer controlled demolitions.

Bane steps into the smoking stadium, a gladiator walking into the arena...TV cameras swing onto him. Passing a dead umpire, he takes the men’s headset - surveys the screaming crowd, lifts an arm for silence, raises the mike to his mask.

Blake squeezes out of his cruiser, reaches in for the radio.

Blake pulls the shotgun from his cruiser - flags down a car.

Gordon’s heart-rate monitor alarms. Gordon wakes, groggy...

Patients and Doctors crowd the entrance. mercenaries with automatic weapons force their way in - hit the stairwell.

Blake drives, swerving around dazed and terrified people. Flames and smoke billow from the sewers.

Blake races up to the hospital entrance.

Two Mercenaries move room to room, searching.

Gordon pulls himself out of his bed, wheeling his IV.

Blake jumps into the corridor, gun raised. Shots echo down the hall - Blake sprints.

Blake leaps into the room, gun high - freezes as warm metal touches the base of his skull.

Blake turns. Gordon holds his service weapon. The Mercenaries are on the ground, dead.

Mercenaries pull the glowing core onto the field.

Analysts and military personnel assess the situation.

The Mercenaries thrust Dr. Pavel to his knees before Bane.

Bane turns Dr. Pavel’s head for the cameras.

Armed Forces and Intelligence staff scramble to verify.

He points to a monitor with a photo of Dr. Pavel. An Air Force General rubs his chin, thinking, nervous.

F-22’s streak over the river, sizing up the island.

Bane rests his powerful hand on Dr. Pavel’s shoulder.

Bane snaps Dr. Pavel’s neck in front of the world.

Bane turns, leaves the field, followed by his men.

The General breaks the silence.

Mercenaries hold the bridge. A tank rolls across from the mainland, soldiers behind. The Lead Mercenary uses a bullhorn.

A Captain steps forward, walks to the apex of the bridge.

The Captain considers this. Troubled.

As night falls the F-22’s peel away from the fire-ringed city. The voice of the President echoes across the airwaves...

Wayne stares at the old TV. At his burning city.

Wayne starts to cry.

Blake drives the deserted streets. Gordon is slumped in the passenger seat, listening.

Gordon says nothing.

Three camouflage Tumblers roll down the deserted street.

A crowd of news crews has gathered. Guards in the towers look down, apprehensive. The Tumblers roll up, stopping in front of the gates. Bane emerges from the lead Tumbler.

Prisoners strain to hear Bane’s words. Selina is there.

Bane holds up a photo of Harvey Dent.

Gordon sits watching Bane’s speech. Blake gathers supplies.

Bane sets fire to the picture of Dent...

The Prisoners start cheering, shouting.

Bane drops the burning picture.

This gets Blake’s attention. Gordon watches, uneasy...

Bane unfolds the pages of Gordon’s undelivered speech...

Blake stares at the TV, Gordon’s face lowers into his hands...

The crowd is silent, stunned, as Bane continues to read.

Bane folds the papers. Looks out to the stunned crowd.

Do you accept this man’s resignation?

Individuals in the crows start shouting ’Yes!’

Prisoners cheer, pounding against the bars. Selina watches...

More and more of the crowd is chanting ’Yes!’

Blake turns to Gordon, who stares at the TV.

Gordon stares at him. Blake goes back to packing.

Bane signals a Tumbler - its turret turns to the prison doors.

The Tumbler fires, blowing the doors to hell.

(MORE)

Bane’s men surge through the burning gates...

Selina watches as Prisoners stream out of open cell doors. She makes her way quietly through the excited throng.

Mercenaries hand out weapons to escaping Prisoners...

As Mercenaries shoot open locks, people storm into expensive apartment buildings overlooking the park...

People ransack the apartment...

Wealthy people are herded onto the street by Mercenaries...

A kangaroo court is in session, presided over by a Criminal we recognize from Blackgate. Bane watches from the gallery...

Tough-looking Revellers crack open champagne - spraying it, swigging it - Selina amongst them, watching...

Hundreds of Police living underground. Dividing up supplies lowered by ropes... Ross opens a pack of supplies.

Moving in on the bright glow of the core...

Close enough to see the flickering digits of its countdown...

Mercenaries load the core into the back of a black truck.

Wayne rolls of his cot. Grunts. The Prisoner realizes Wayne is trying to do a push-up. From the next cell, the Blind Prisoner says something...

The Prisoner helps Wayne roll over, painfully.

The Prisoner takes a rope - ties it under Wayne’s arms.

INSERT CUT: the Mercenary is dropped at the side of a barren road. He starts to walk.

INSERT CUT: a Woman is lowered into the prison. The prisoners below all have their faces covered with muslin masks...

INSERT CUT: the Woman watches as the Doctor, (the Blind Prisoner, younger-looking, sighted) examines her small child. The Doctor exits, locking the cell...

INSERT CUT: Prisoners move into the cell towards his mother. The child runs at them with a knife...

INSERT CUT: the Protector, face covered, pulls the Child off the attackers. One grabs for the Child - the Protector snaps his arm, carries the Child into a corner...

The Blind Prisoner shouts at the Prisoner. He nods.

The Prisoner pulls - Wayne screams in pain as he is pulled upright. The Prisoner ties him off. Checks his spine.

You have a protruding vertebra...I’m going to force it back...

The Prisoner punches Wayne in the back, hard. Wayne screams.

Wayne passes out from the pain and we FADE TO BLACK.

Wayne is hanging in his cell, delirious.

R¯A’S AL GH¯UL (O.S.) Did you not think I’d return, Bruce?

R¯a’sal Gh¯ul,in his Ducard guise, steps in front of Wayne.

R¯A’S AL GH¯UL I told you I was immortal.

R¯A’S AL GH¯UL There are many forms of immortality.

Wayne looks inward, remembering...

INSERT CUT: R¯a’sat the campfire (from Batman Begins).

R¯A’S AL GH¯UL Once I had a wife. My great love. She was taken from me...

INSERT CUT: the Woman is lowered into the prison...

Wayne looks at R¯a’s.

INSERT CUT: the Mercenary at the side of the road. R¯a’s.

R¯A’S AL GH¯UL An heir to ensure the League of Shadows fulfills its duty to restore balance to civilization.

R¯A’S AL GH¯UL You yourself fought the decadence of Gotham for years. With all your strength and resources, all your moral authority. And the only victory you could achieve was a lie. Finally you understand...Gotham is beyond saving...

R¯A’S AL GH¯UL And must be allowed to die.

CUT TO WHITE. And we are -

Snow blankets the street. A Tumbler carves tracks as it patrols the deserted street. Blake peers from behind a parked car - he is crouched, feeding a kite string down a storm drain.

Ross strains to reach a note dangling on a string - he grasps it. All around him are dozens of Cops living underground...

Blake winds the string, picks up a jerrycan, hurries off.

The home is packed. People, not just kids, huddle in every corner. Blake spots Father Reilly. Hands him the can.

Blake smiles. Moves to the door.

Blake, you be careful out there. They’re hunting down cops like dogs.

Blake nods. Leaves.

Following Selina through rooms strewn with trash, empty bottles and sleeping partygoers. She spots a family photograph, glass smashed. A hand lands on her shoulder.

Selina stares out at a Tumbler rolling by.

The Prisoner unties the rope from Wayne’s chest. Wayne stands. Just. Then walks.

Wayne does push-ups. Stronger. The Prisoner watches.

The Prisoner indicates the TV:

SIEGE OF GOTHAM: DAY 84.

Wayne ignores this. Focuses on his body...

Wayne moves to the wall - takes the rope from the Tattooed Prisoner, wraps it around his chest. Curious Prisoners gather, the Prisoner at their head. Wayne looks up at the light, hundreds of feet above. Starts to climb. Prisoners get excited as Wayne RISES - money starts exchanging hands.

Reaching the precipice, he checks his rope, looks up at the next handhold, far away. He takes a breath, then LEAPS.

His fingers brush the ledge. Wayne DROPS a hundred feet - the rope catches, SLAMMING him into the rock face. The Prisoners disperse, losing interest as the Tattooed Prisoner lowers Wayne on the rope. The Blind Prisoner turns away.

INSERT CUT: the Protector fights off prisoners as the Child, older now, moves to the climbing wall

A child born in hell.

INSERT CUT: the Child makes the climb...pauses, looking down - making eye-contact with the Protector, who fights off Prisoners... They swarm over the Protector, knives drawn.

A child forged by suffering, hardened by pain...

INSERT CUT: the Child leaps across the abyss, grabbing a handhold on the ledge and swinging up...

Not a man from privilege.

Wayne’s eyes close in despair.

Supply trucks await inspection. Mercenaries open an 18-wheeler - check boxes of rations...wave it on...

The 18-wheeler pulls up. A line of Gothamites waits patiently along the sidewalk.

Three plain-clothes Special Forces Men emerge from the boxes, checking, then concealing weapons. The doors open - they exit.

The Special Forces Men carry boxes into the store as if delivering. The Store Manager leads them into the back and down into -

Where they are met by four Cops out of uniform.

Gordon and Blake emerge from the back of the room.

Blake scouts with Jones. A rumble makes them turn.

Two Tumblers lead a massive black truck down the street. Captain Jones reaches into his jacket and triggers a Geiger counter. Shows Blake the display. Nods. One of the Tumblers stops, turns back. Blake leads them down a side street.

Blake nods, leads Jones and his men up the stairs.

Blake leads them to the door of an empty bank.

They head across the empty lobby to an elevator.

Blake leads them into empty offices. Cots and makeshift furnishings line the offices and corridors.

Lucius Fox is there, with Miranda Tate.

Captain Jones indicates Miranda.

Captain Jones reels at this news.

Captain Jones throws Blake a look. Addresses Fox.

Captain Jones exits the elevator, followed by his men and Blake. Halfway across the floor, hell breaks loose. Mercenaries blast them with machine guns - the lobby becomes a devastating ambush. Blake dives back into the elevator.

Blake flies out of the elevator.

Fox and Miranda burst into the corridor.

Blake grabs Miranda, heads for the back stairs. Mercenaries jump out of the elevator, firing high.

Fox freezes. Lowers himself to the ground.

Captain Jones goes down in a hail of bullets. The other Special Forces Men are down. Bane enters, midges Jones with his toe. He is alive. Barely. Bane leans in close. Jones looks up at him, defiant.

Bane places his hand over Jones’s nose and mouth.

Bane looks up, disinterested. Jones is dead.

Wayne stares at the TV: the Special Forces bodies hang in the cables of Gotham Bridge. Wayne throws a stone into the screen.

Wayne does endless push-ups, squats, stretches. The Blind Prisoner listens. He speaks in an ancient tongue.

Wayne throws punches...focused.

Wayne takes the rope at the foot of the climb. Prisoners look up, but none bother to gather round. Wayne starts climbing, determined.

He FIGHTS the rock face...breathing hard. Grabs at a rock - it comes away in his hand. He DROPS - SMASHES into the rock face. The Blind Prisoner shakes his head.

A Skinny Prisoner playing cards with the Prisoner looks up at Wayne, hanging upside down.

The Prisoner glances up at Wayne, disdainful.

As Wayne drifts into unconsciousness we -

INSERT CUT: Young Bruce lies at the bottom of the well, looking up at his father, lowering down to rescue him.

Wayne wakes with a start - the Blind Prisoner is there.

Wayne gets up onto his elbow. Looks at the Blind Prisoner.

Wayne considers this.

Wayne puts some scraps of bread into a rough coat which he folds into a makeshift shoulder pack.

Prisoners nearby laugh. Wayne moves to the cliff face. The Prisoner follows, intrigued by Wayne’s new demeanor. The Tattooed Prisoner offers him the rope. Wayne refuses. Starts to climb. Prisoners gather around as word spreads. Wayne makes his way cautiously up the treacherous rock face. Down below the Prisoners start a low chant.

As Wayne hoists himself up onto the precipice something EXPLODES from the cliff face. Wayne flinches - BATS... They circle up to the opening above...

Wayne closes his eyes. The chant RISES. Wayne takes a breath...opens his eyes...looks down at the drop...up again...then he jumps.

Time skips a beat as the Prisoners stop breathing.

And Wayne GRABS the ledge above.

The Prisoners go WILD as Wayne hoists himself up onto the ledge. The Blind Prisoner nods. Wayne climbs to FREEDOM.

Wayne climbs out of the hole and into formidable desolation. He shoulders his pack - spots a large coil of rope attached to the wall. He pushes it into the hole then walks away...

A mass of huddled Gothamites. Professionals (traders, industrialists). In a corner, Fox. Mercenaries come down into the chamber, pull out a man, who starts yelling. It is Stryver, Daggett’s functionary.

Fox watches him dragged upstairs...

A kangaroo court. Stryver is dragged before a jeering crowd.

VOICE (O.S.) There’s been no mistake, Mr. Stryver.

Stryver turns to look at the ’judge’: Dr. Jonathan Crane.

Jeers. Pull back to reveal a silent figure, watching. Bane.

Stryver looks around, terrified, as the crowd shouts ’Death’.

Mercenaries pull Stryver from the dock...

Stryver, with other wealthy Gothamites, is led down to the ice. A Blackgate Inmate undoes his handcuffs, whispering.

The Blackgate Inmate turns away. Stryver is forced onto the ice. He shuffles forward, listening to the creaking...

Stryver is a hundred yards out when the river swallows him.

Gordon stands over a map of the city. A handful of Cops sit around the room. Waiting. Gordon looks at his watch.

The door opens and Blake enters, followed by ten cops. Gordon is counting them in. He moves to Blake.

Blake just looks at him. Gordon checks the faces. Realizes.

Gordon heads for the door.

Gordon hurries up the steps to a brownstone. Stabs the bell.

FOLEY’S WIFE Jim. He’s not here -

Gordon, furious, addresses the hallway behind her.

Foley appears at the end of the corridor. Ashamed.

Foley closes the door on Gordon. Gordon stands there.

Gordon turns to see Miranda, Blake behind her. Blake shrugs.

Gordon looks at Blake. Then Miranda. Nods.

A Kid sprints down the deserted street, chased by two Gangbangers. The Kid slips in the snow - the men are on him.

They grab the Kid’s backpack, the Gangbanger pulls out an apple, moves to hit the Kid when - SMACK! - his hand is grabbed, and the apple flies into the air as his arm cracks. Selina catches the apple.

Gangbanger 2 lunges with a knife - she spins him, making him stab himself in the backside. The Gangbangers run off, howling. The Kid eyes her, wary.

Selina looks at the red apple. Takes one perfect bite.

She tosses him the apple. He takes it and runs.

Selina recognizes the voice. Turns to find Wayne - strong, but weathered. Beard, work clothes.

Wayne pulls a USB drive out of his pocket.

She looks at him. Takes the drive, staring at it.

Gordon and his Men are in two-man teams. Gordon is walking down the street with Miranda. He hands her a Geiger counter.

Blake is up on a rooftop. Gordon moves down to the other end of the block. As the truck rumbles into view, Gordon’s Men walk out into the street in front of it as if crossing the road. The convoy barely slows. Miranda gives Gordon the signal. As the truck comes past, he tosses a magnetic GPS locator at the lower part of the truck...

Gordon regroups with his Men on the corner. Checks his GPS.

They keep moving, turning down the next street...into an ambush. Dozens of Mercenaries, weapons trained.

Blake, from his vantage point, watches Gordon, Miranda and the other Cops being rounded up and led away...

Miranda comforts a crying Woman in the corner. Thugs come down the stairs, laughing, leading a Hooded Prisoner. They kick him down the last step and he stumbles. Fox moves to his aid.

They dump the Hooded Man with Fox.

Fox hears this. Pulls the bag from Wayne’s head. Wayne nods at him, silent. Fox nods back. The Thugs leave. Miranda comes over.

Catwoman comes down the stairs with the Thugs.

The thugs pull Wayne and Fox to their feet - Miranda looks up.

The Thugs lead Wayne and Fox along the colonnade. Catwoman spins, takes out one Thug with a heel, one with a punch to the throat. Fox smiles as she unlocks his wrists.

And she’s gone. Fox turns to Wayne. Who shrugs.

Lights flicker on... Wayne and Fox are in the Bat-Bunker.

Wayne opens a panel in the wall, takes out equipment: mini-mines, Batarangs, utility belt...

Wayne nods. Smiles. The Batsuit rises from the floor...

Gordon and his men on trial. Crane presides.

He smashes his gavel. Bane leans in to one of his men, indicates Miranda.

Wayne bounds up the stairs. Fox follows, out of breath

Fox emerges to see Wayne uncovering the Bat... As the sun sets, Fox starts pulling apart the gun mount.

Gordon and the rest of the men stand at the edge of the ice. A Mercenary fires his gun in the air. Gordon takes a breath, then leads his men onto the ice...which creaks and groans...

Further out, Gordon stops - sniffs - looks down: a pool of liquid, beside it: a flare. Gordon picks it up, puzzled.

Gordon, energized by the familiar voice, lights the flare - jams it into the liquid, sending a trail of FIRE across the ice - up into a building where it forms the shape of a BAT...

FOLEY’S KIDS Dad! Check it out!

FOLEY’S WIFE Honey, take a look!

Foley moves to a back window. Sees the flaming sign.

A Mercenary nervously approaches Bane’s back.

Bane turns. The Mercenary points at the sign.

Foley yanks up the floorboards. Pull his dress blues from their hiding place.

Mercenaries guarding the entrance see the sign. One of them moves out to get a better look. WHAM! He is taken out by a dark figure. The figure steps into the light - it is Blake...

Batman hands Gordon a metal box.

Blake takes out a second Mercenary - moves over to the open manhole. Ross emerges - nots at Blake, who helps him climb out. BANG - Ross goes down as Blake dives for cover. Blake is grabbed by Mercenaries. They detonate the manhole, sealing it, prepare to execute Blake. A dark shape drops onto the Mercenaries... Blake watches, in awe, as Batman takes them out in a fury of punches and kicks - then it is finished. Quiet. One of the Mercenaries moves slightly.

Batman boots him in the head as he moves towards Blake.

Blake laughs. Then feels the back of his neck. Batman tosses Blake a mini-mine.

They throw the mini-mines at the rubble of the entrance - the blasts barely move any rubble.

Batman disappears into the shadows.

KAABOOOM! The Bat’s cannons light up the night.

Cops climb out into the cold night - skinny, ragged, but glad to be alive and carrying guns...

Blake nods. Turns to leave. Stops.

Batman nods. Blake disappears into the night.

Gordon checks the metal box. Puts it under his coat. Nods at his men, hiding in the doorways. Checks his GPS...

Batman leads Catwoman to a rusty old container. He opens it, revealing the Bat-Pod. Catwoman’s eyes light up.

She hops on, feeling the controls.

Catwoman marvels at the controls...

VARROOOM!

She shakes her head.

He looks at her.

She stares back at him. Facade slipping a touch.

He says nothing. She looks at him, imploring.

Come with me. Save yourself. You don’t owe these people anymore - you’ve given them everything...

Batman turns. Catwoman watches him go. Then fires up the bike and takes off.

Catwoman tears along on the Bat-Pod. She pulls up at the tunnel entrance blocked by stacked vehicles.

The army of Cops stands at the low end of the street. At the op is Bane’s stronghold - City Hall. Men pour out of the building, forming up into an opposing line.

A Cop wearing full dress blues steps forward. It is Foley. The silence is eerie... The numbers look evenly matched - until two Tumblers arrive.

VOICE (over loudspeaker) DISPERSE. DISPERSE OR BE FIRED UPON.

The Cops look shaky, pale, but determined.

He steps forward. The line follows.

Bane stands in the colonnade. Watching.

The Tumblers FIRE into the line of Cops, THROWING men into the air, SCREAMING. The line of Cops is about to scatter - WHOOOSHHH. The Bat DROPS down in front of the Cops and BLASTS both Tumblers, FLIPPING them sideways. The Bat RISES and the cops run towards the Mercenaries, firing - until they are close enough to fight hand-to-hand. The street is filled with thousands of men in pitched battle.

Catwoman, hearing the distant battle, blasts the tunnel blockage...the dust settles. Her path is clear.

Gordon heard the fighting. Checks the box. Nervous.

Bane strides through the battle, taking out Cops left and right. A space clears - he is face the face with the Batman...

Bane leaps at batman, smashing powerful blows into his head. Batman ducks, weaves and smashes his fists into Bane’s side.

Someone is watching from the window of City Hall - Miranda.

The black truck rounds the corner. Gordon signals his man in a Greyhound bus - who pulls across the street. The truck smashes into the bus and stops. Gordon and his men swarm in, blasting at the Guards. Gordon opens the back - empty. No bomb. Wrong truck.

They sprint for the next parallel avenue...

Fox hurries into the reactor - starts throwing switches...

Blake leads the boys out of the home - points down the street.

The boys race down the street. Father Reilly climbs into the bus.

Batman and Bane fight, Batman pushing Bane back - a Tumbler roars between them, separating them. Batman chases after.

Bane SMASHES backwards through the door, Batman on him. Batman POUNDS Bane against the marble floor. Mercenaries guarding Miranda move towards them -

Bane SMASHES Batman’s head - moves in for the kill, but Batman SMASHES Ben to the ground, RIPS sideways across the tubes of Bane’s mask with the blades of his forearm. Bane bellows, thrashing in AGONY. Batman holds him down with a hand on his throat - searches him with his free hand.

Bane’s thrashing calms as he stares at batman through pain-soaked eyes...gasping through his broken mask for relief.

Bane looks at Batman, curiosity behind his pain.

Batman flinches, frozen as Miranda leans into his ear...

Miranda has a knife through Batman’s suit, into his ribs...

And though I am not ’ordinary’, I am a citizen...

She pulls out the trigger...

Gordon spots the second black truck moving down the street. His men pull in front, slowing it. Gordon jumps into the back. The truck accelerates - Gordon drops, hanging on to the bumper, struggling with the box, trying to turn it on...

Batman cannot move to defend himself. He has Bane by the throat, but Miranda has her knife in his side -

MIRANDA/TALIA My mother named me Talia before she was killed. The way I would’ve been killed if not for my protector...Bane.

INSERT CUT: the child, Talia, makes eye-contact with the Protector, then leaps. Down below, Prisoners swarm over the protector, ripping the muslin from his face. Bane looks up at Talia, says one quiet word -

Then is overrun.

INSERT CUT: Young Talia stands by the hole looking out at the landscape...

I found my father and brought him back to exact terrible vengeance - but by that time...the prisoners and the doctor had done their work to my friend...my protector...

Talia reaches up to touch Bane’s mask.

INSERT CUT: the League of Shadows descend into the prison - at their head, R¯a’sal Gh¯ul. They slaughter prisoners. Then stop. R¯a’sal Gh¯ulhas found Bane, bandaged.

Bane in a prototype mask, stands on logs, blocking blows from men with sticks.

R¯a’sal Gh¯ulwatches Bane training. Turns away.

Talia looks into Bane’s eyes as she holds the knife in Batman’s side.

Talia looks at Batman, cold.

Until you murdered him.

Talia twists the knife in Batman’s side.

You see, it’s the slow knife...the knife that takes its time, the (MORE)

Talia arms the trigger...

- that cuts deepest.

She hits the button - nothing.

A light on the metal box is blinking. Gordon hangs on -

Talia turns, furious.

A Mercenary steps forward -

Talia looks around, mind racing.

Talia jumps to her feet. Bane grabs a shotgun from a Mercenary - points it at Batman.

Talia reaches up to Bane’s mask, reconnects his tubes, tenderly.

Goodbye, my friend.

Bane nods at her, slowly. Talia moves out with the Mercenaries.

Talia gets into a Tumbler with a Mercenary. Three Tumblers pull out in convoy, blowing anything out of the way - cars, cops.

Foley stands in the road, firing his sidearm. Talia’s Tumbler SMASHES him out of the way.

Bane grabs Batman, throws him into the floor - checks the rounds in the barrels.

He shuts the gun - jams it into Batman’s face.

We both know I need to kill you now.

He squeezes the trigger. BLAMMM! Bane is blasted across the lobby by cannon fire.

Catwoman is there, on the Bat-Pod.

Blake pulls up to the barricade, leads the kids off, marching them up the bridge, Father Reilly at the rear. A Uniform shouts through the loudhailer -

The Boys walk back down the bridge...

Talia’s convoy surrounds the black truck. Tumblers off each flank, protecting the bomb as it counts down...

Batman looks at Catwoman.

Catwoman roars down the steps on the Bat-Pod.

Gordon climbs into the back of the truck - the bomb is there, heating up. He looks at the countdown - nine minutes...

Blake turns back to the Uniform.

Blake walks. Shots ring out at his feet. He keeps walking...

The Bat descends on the convoy, Catwoman approaches on the ground. A rolling battle ensues. Catwoman targets the rear of the Tumblers, Batman swings the Bat in low at the junctions, trying to force the convoy east...

The Tumbler’s gun turrets swing around onto Catwoman. She swerves to avoid heave fire.

Blake continues to walk, ignoring the warning shots.

His partner arms the detonator. Uniform shouts at Blake -

As Blake looks, disbelieving, the bridge in front of him blasts upwards in a massive fireball. Blake dives backwards.

The Bat blasts away in front of the convoy, making a huge crater in front of a Tumbler and trapping it, rear in the air. Catwoman dodges around it, uses the Bat-Pod cannons to take out another Tumbler... The countdown ticks away...seven minutes.

As Fox fires up the reactor something catches his eye - something is wrong...

The smoke clears, Blake sees the impossible gap.

Gordon climbs out the back of the truck but is immediately strafed by gunfire from the Tumblers. He dives back inside, moves to the front of the trailer - looks at the bulkhead, gauging the driver’s position. Starts firing blind through the bulkhead -

Bullets fly through the cab. The driver takes one, falls forward, dead. Talia takes the wheel - bullets keep coming.

Blake races back. Father Reilly has the boys in a huddle, praying -

The Bat spins down in front of the black truck, forcing it into a hard right turn...

Talia watches the navigation screen.

Talia smiles.

Fox runs to a ladder. Alarms sound. As he hits the ladder he turns. A massive rumble builds - water SMASHES into the reactor, flooding in from both directions.

Catwoman comes up behind the lead Tumbler. She blasts it again and again - it flips diagonally into the path of the black truck, causing the truck to lurch onto its side. Both vehicles careen into the mouth of the tunnel.

Fox loops his arm around a rung of the ladder and braces as a wave smashes into him, painfully...

Gordon jumps out of the truck, opening the rear doors to expose the glowing core. Catwoman pulls up on the Bat-Pod.

The Bat lands at the tunnel mouth. Gordon moves in to try and grab the core but it is too hot.

Let’s get a cable on it and drag it out! Come on, we’re almost there -

Laughter. Gordon turns. Talia, lying half out the truck. Dying.

Fox pulls himself above the rising whitewater -

Gordon looks down at Talia. Batman is at his side.

Talia smiles as her eyes flutter closed. Gordon turns - Batman is at the core, plunging his hands into the heat to attach a hoist from the Bat.

Catwoman is at his side as he works.

She takes this in. He stands to face her.

She puts his arms around his neck. Kisses him. Batman moves to the Bat, Gordon alongside.

Batman opens the canopy.

Blake grabs at the smallest boys, shoving them onto the bus.

Blake turns on Father Reilly, furious.

Gordon puts a hand on Batman’s arm.

Batman sits into the cockpit, then looks again at Gordon.

Anyone. A man doing something as simple and reassuring as putting a coat around a little boy’s shoulders to let him know that the world hadn’t ended...

The canopy loses - and as the Bat fires up Gordon remembers -

INSERT CUT: Gordon, in his uniform, wraps the overcoat around the Young Bruce’s shoulders, his eyes reassuring, loving.

Gordon looks up to the cockpit -

- but is dusted by downdraft as the Bat RISES. Gordon LEAPS out of the way as the core is dragged along and out of the tunnel mouth.

The Bat struggles with the weight of the smoking core... A building is in the way - Batman fights the controls but there’s no power to get over it.

Blake shouts into the bus -

Blake turns to him, furious.

An EXPLOSION from downtown Gotham. Blake looks across, startled, turns to the children on the bus.

Get down! This is it!

The smallest of the boys stares through the window past Blake.

Blake turns to see the Bat thundering out of the heart of Gotham, trailing smoke, the core hanging from it. It curves dangerously close to the bridge before heading for the mouth of the river...the bay...the ocean...

Until a point of light fires into an enormous nuclear BLAST - wind and light and dust blowing VIOLENTLY but harmlessly over the bridge, the tunnel mouth, all of Gotham...

As the nuclear dawn fades over Gotham, and we see its inhabitants start to raise their heads, and helicopters and boats converge on the island, we hear a voice. Jim Gordon.

Blake pulls out his badge. Throws it into the river.

Gordon is reading from A Tale of Two Cities. Opposite is Fox, arm in a sling, and Blake, grim. Another figure is there, whose face we do not yet see...

Gordon closes the book, looking down at Bruce Wayne’s grave.

’It is a far, far better rest that I go to than I have ever known.’

Gordon looks up at the figure standing across from him...

Alfred. Tears streaming.

Fox places a gentle hand on Alfred’s shoulder, then leaves. Gordon and Blake follow. Alfred, alone with the Wayne family, turns to the grave beside Bruce’s - the grave of Thomas and Martha Wayne.

And the old man’s shoulders begin to shake with sobs.

Gordon nods at Lucius. Blake is at Gordon’s side.

Gordon, on a platform with dignitaries, watches a statue being unveiled. The curtain parts: Batman, immortalized in granite. We move in on the stone face...

VOICE (V.O.) Mr. Wayne’s will was not amended to reflect his more modest estate...

The voice belongs to Wayne’s lawyer, addressing a small group.

He glances up to see someone slip into the room - Blake.

Movers carefully bring artworks and furniture out of the house, watched by a solitary figure. Alfred.

Blake shifts. Out of place. The Lawyer continues.

Different movers carry bunk beds into the huge house.

A schoolbus pulls up. Father Reilly shepherds children towards the house. The children look up at the house, wide-eyed.

The housing and care of the city’s at-risk and orphaned children.

A sign reads:

THE MARTHA AND THOMAS WAYNE HOME FOR CHILDREN

People file out as the Lawyer stands.

Blake approaches the Clerk. She smiles.

Blake realizes, offers her his driving license.

The Clerk glances at the license. Checks.

She reaches down behind the desk, sorting through various items, and hands him a sports bag. Blake takes it, curious.

Blake smiles, embarrassed. Leaves.

Fox stands in front of the second camouflage rotor. Two Techs are examining the controls in the cockpit.

Tech 2 types some more keys. Looks surprised.

Fox turns away from the rotor, an idea starting to form...

Blake sits in his car looking at a GPS device, puzzled. Beside him, the sports bag, open. In it is a piece of paper with coordinates, on top of some climbing rope and shackles. Blake gets out of the car with the bag. Follows the GPS into the trees.

Alfred, paper under his arm, heads to his usual table. Sits.

Blake finds a large waterfall... He checks his GPS, confused. Stares at the waterfall. Reaches for the climbing gear...

Gordon steps onto the roof with his pile of arrest reports...

As Alfred sips his drink, he glances up at a couple at the next table. Strangers. Alfred looks back down...

Moving in on the waterfall from inside... Blake bursts through, landing painfully on the shale inside. he gets to his feet, moving cautiously into the cave...

Gordon bangs his files against the air duct, straightening them. He stops. Sees something. The searchlight...fixed. Gordon runs his fingers across a brand new, steel Bat symbol... He looks up into the night...

Blake lights his torch...then ducks, crouching, as THOUSANDS of SCREECHING creatures descend. BATS...

Alfred folds his paper. Pulls out his money, then stops, seeing...across the tables, a familiar couple... Bruce smiles at Alfred, who nods. Bruce turns back to the pretty brunette in pearls. Selina. Alfred pays his bill, content.

Blake lifts his head, FEELING the bats all around him... Blake RISES, and is SWALLOWED by the darkness of their wings and we -

CREDITS.

END.