"BATMAN RETURNS"

                             by

                        Daniel Waters

                             
                  [Revisions by Wesley Strick]







                                               August 1, 1991








     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS
     AND SOME "OMITTED" SLUGS. THEY HAVE BEEN REMOVED FOR THIS
     SOFT COPY.




     INT. A STUFFY MANSION--A NIGHT ABOUT FORTY YEARS AGO

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

     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.

     INT. MANSION LIVING ROOM--CHRISTMAS EVE PAST

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

     A strange pair of eyes peer from the cage.  Taking the
     point of view of the eyes from inside the playpen, one
     sees the mansion's Christmas tree from between the dark
     cage slats.

                             GIDDY YULETIDE SINGERS
               "He knows when you are sleeping,
               he knows when you're awake..."

     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 the bars, into the
     cage.  A feline SCREAM, then sickening silence.

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

     EXT. A PARK--THAT NIGHT

     A HAPPY COUPLE in 50's dress, pushes a baby carriage
     through the park cooing toward their bundle of joy
     inside.

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

                             HAPPY COUPLE
               Merry Christmas!

     Father and Mother fake a smiling response that 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.

     EXT. THE CARRIAGE--NIGHT

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

     INT. THE SEWER--NIGHT

     The carriage innocently slides through the murky waters
     of the awesomely cavernous and creepy sewer, softly
     surfing its sides.

     INT. A DARK LAIR--NIGHT

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

     The carriage rides a 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...

     EXT. A DISPLAY WINDOW--EARLY EVENING OF THE CURRENT ERA

     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.

     EXT. GOTHAM PLAZA--EARLY EVENING

     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 ADORABLE LITTLE GIRL takes a dollar
     from her precious little purse and gives it to a
     SALVATION ARMY SANTA.  A sweet, microphoned voice wafts
     out over the Plaza.

                             SWEET MICROPHONED VOICE (O.S.)
               Could I have your attention, Gotham
               City?

     EXT. FROM AN ELEVATED STAGE AT THE CENTER OF THE
     PLAZA--EVENING

     A dewy-eyed young lovely, wearing a snow bunny fur, a
     tiara, and a banner streamed across her chest that reads
     ICE PRINCESS, continues into her mike.  An Elegant Lampost
     Clock, near the stage, ticks fifteen minutes till seven.

                             ICE PRINCESS
               It's time for tonight's Lighting
               of the Tree!  How 'bout that!

     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.

     INT. A VERTICAL SEWER GRATE--EVENING

     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.

     EXT. OUTSIDE THE SEWER GRATE--EVENING

     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 LIPS
               "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 -- MAN OR MYTH OR SOMETHING
     WORSE?"

                             PAPERBOY
               Read about the latest sighting of
               the Penguin creature!  He was seen
               torching a homeless shelter,
               robbing a blind --

                             ALFRED
               Dear Boy!  Sometimes it is a
               diversion to read such piffle.
               Most times it is a waste of time.

     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.

     EXT. THE TOP OF THE SHRECK BUILDING--NIGHT

     The viewer goes from Gotham's bowels to its summit.  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.

     INT. MAX SHRECK'S CONFERENCE ROOM--NIGHT 

     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.

                             MAYOR
               Well here's hoping ... With Batman
               protecting us, and all your enterprises
               keeping our economy on full boil,
               Gotham just might have its first
               real Christmas in a good long while.

                             MAX
                      (nods, then)
               I feel almost vulgar, in this
               Yuletide context, about mentioning
               the new power plant.
               But if we're gonna break ground
               when we've gotta break ground,
               I'll need permits, variances, tax
               incentives ... that sort of pesky
               nonsense.

     Evidently, this is the first the Mayor has heard of it.

                             MAYOR
               "Power plant"?  Max, our studies
               show that Gotham has enough energy
               sources to sustain growth into the
               next cen--

                             MAX
                      (scoffs)
               Your analysts are talking growth
               at one percent per annum.  That's
               not growth, that's a mild swelling.
               I'm planning ahead for a
               revitalized Gotham City ... So we
               can light the whole plaza without
               worrying about brownouts ... Do 
               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.

                             MAX
               Imagine a Gotham City of the future
               lit up like a blanket of stars ...
               but blinking on and off,
               embarrassingly low on juice.
               Frankly I cringe, Mr. Mayor.

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

                             CHIP
               Dad.  Mr. Mayor ... It's time to
               go downstairs and bring joy to the
               masses.

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

                             MAYOR
                      (curt)
               Sorry.  You'll have to submit
               reports, blueprints and plans to
               the usual committees, through the
               usual channels.

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

                             SELINA
               Um, I had a suggestion.  Well,
               really, actually more of just a
               question ...

     Max turns, goggle-eyed at the impertinence. 

                             MAX
               I'm afraid we haven't properly
               house-broken Ms. Kyle.  In the
               plus column, though, she knows
               how to brew coffee.

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

                             CHIP
               Thanks.  Y'know it's not the
               caffeine that buzzes us -- it's
               the obedience.

     Now Selina is alone.

                             SELINA
               Shut up, Chip.

     Then she slaps her forehead with her palm.

                             SELINA
               "Actually more of just a question."
               You stupid corn dog.  Corn dog.
               Corn dog.

     EXT. OUTSIDE SHRECK'S DEPARTMENT STORE--NIGHT 

     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.

                             CHIP
               Watch your step, Dad, it's pretty
               grotesque...

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

     INT. BELOW IN THE SEWER--NIGHT

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

     EXT. THE STAGE--NIGHT 

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

                             MAX
               I have enough signatures -- from
               Shreck employees alone -- to warrant
               a recall.  That's not a threat.
               Just simple math.

                             MAYOR
               Maybe.  But you don't have an issue,
               Max.  Nor do you have a candidate.

     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:

                             MAYOR
               The man who's given this city so much
               is here, to keep giving. Welcome
               Gotham's own Santa Claus, Max Shreck.

     INT. MAX'S OUTER OFFICE--NIGHT

     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.

                             SELINA
               Darn.  Darn.

     EXT. THE STAGE--NIGHT

     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 then gives a calm,
     clenched-teeth hiss to Chip.

                             MAX
               Forgot.  My.  Speech.  Remind me to
               take it out on Selina.
                      (into mike)
               "Santa Claus"?  'Fraid not.  I'm
               just a poor schmoe who got a little
               lucky, and sue me if I want to give
               a little back.  I only wish I could
               hand out more than just expensive
               baubles.  I wish I could hand out
               World Peace, and Unconditional
               Love, wrapped in a big bow.

     INT. SEWER BELOW THE STAGE--NIGHT

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

                             A RASP
               Oh, but you can.  Oh, but you
               will ...

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

     EXT. GOTHAM PLAZA--NIGHT

     A GARGANTUAN CHRISTMAS PRESENT WITH A COLOSSAL 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.

     EXT. THE STAGE--NIGHT

     The Mayor admires the Mega-gift.  Grudgingly:

                             MAYOR
               Great idea.

                             MAX
                      (mystified)
               But not mine...

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

     INT. THE SEWER BELOW--NIGHT

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

                             PENGUIN
               Deck the halls.

     EXT. THE PLAZA--NIGHT

     One can make out motorcycle wheels churning beneath the
     box and even some moving feet when suddenly the front
     of the box tears open.  With a rebel yell, 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.

     EXT. BEFORE THE DEPARTMENT STORE--NIGHT

     Oblivious, Selina rushes out with Max's speech.

     A TRIO OF SCOWLING BIKERS buzz her to the ground.

     The Batman sled crunches against a frosty police wind-
     shield.  A disgruntled COMMISSIONER GORDON sputters out
     into his radio.

                             GORDON
               What are you waiting for?  The
               Signal!

     EXT. THE GOTHAM SKY--NIGHT

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

     INT. WAYNE MANOR--NIGHT

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

     Its reflection is picked up in an ornate mirror in the
     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.

     INT. THE SEWER--NIGHT

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

                             THE RASP OF PENGUIN
               Ooh, Batman... You gonna piss on
               my parade..?

     EXT. THE PLAZA--NIGHT

     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.

     EXT. THE STAGE--NIGHT

     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.

                             ORGAN GRINDER
               Take that, tannenbaum!

     A FAT CLOWN leaps onto the stage with a WICKEDLY DRESSED
     DAME, who wears an assortment of knives, and a RAGGEDY
     SWORD SWALLOWER who chokes up an Excaliber.

                             KNIFETHROWER DAME
               Relax.  We just came for the guy
               who runs the show.

     The Mayor bravely steps forward.

                             MAYOR
               What do you want from me?

     Laughing, the Sword Swallower pushes him off the stage.

                             SWORD SWALLOWER
               Not you.  Shreck.

     Now Chip heroically stands.

                             CHIP
               You'll have to go through me.

                             FAT CLOWN
               All this courage.  Goosebump-city.

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

                             MAX
               Son!

                             CHIP
               Dad!  Save yourself!

     Max has already dashed off the dais.

     EXT./INT. BATMOBILE--NIGHT

     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 focuses upon the Tattooed Strongman, chasing
     Alfred and the Little girl.

     Alfred looks to the oncoming Batmobile and knowingly
     ducks.  A black frisbee savagely 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.

     EXT. PLAZA SIDE STREET--NIGHT

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

     INT. BENEATH THIS SIDE-STREET SEWER GRATE--NIGHT

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

     EXT. THE PLAZA--NIGHT

     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.

     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 who'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.

                             SELINA
               I probably shouldn't bring this up,
               but this is a very serious pair
               of shoes you ruined.  Couldn't you
               have just been a prince and broken
               my jaw?  My body will heal, but
               this was the last pair left in my
               size.

                             CLOWN
               All these innocent bystanders and I
               had to pick you ...SHUT UP!

     The Batmboile 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.

                             CLOWN
               Listen up, Mister Man-bat, you
               take one step closer and I'll...

                             BATMAN
               Sure.

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

                             CLOWN
                      (jeers)
               Nice shot, Mister...

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

                             SELINA
               You shouldn'a left the other heel.

     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:

                             SELINA
               Wow.  The Batman--or is it just
               "Batman"?  Your choice.  Of course.

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

                             BATMAN
               Gotta go.

     In a wink, he's a half-block away, being schmoozed by
     Commissioner Gordon.  Onlookers CHEER.

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

                             SELINA
               Well.  That was ... very brief.
               Like most men in my life.  What
               men?  Well, there's you, but ...
               you need therapy.

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

                             SELINA
               Electroshock therapy.  What a
               bargain -- we both feel better.

     EXT. PLAZA SIDE STREET--NIGHT

     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.

     EXT. THE PLAZA--NIGHT

     The Commissioner hustles to keep pace with Batman.

                             GORDON
               Thanks for saving the day, Batman.
                    (good natured huff)
               Thanks for making the rest of us look
               like a bunch of dolts ... I'm afraid
               the Red Triangle Circus Gang is back.

                             BATMAN
               We'll see...

     Now the Mayor bustles up.

                             MAYOR
               The Caped Crusader.  We don't
               deserve you!  They almost made off
               with our mover and shaker, Max
               Shreck.  But --

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

                             MAYOR
               Where is that insufferable
               sonovabitch?

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

     INT. SELINA'S APARTMENT--LATER THAT NIGHT

     Selina enters, hanging up her winter coat and calling out.

                             SELINA
               Honey, I'm home.
                      (then)
               Oh, I forgot.  I'm not married.

     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.

                             SELINA
               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.

                             SELINA
               What did you just purr?  "How can
               anyone be so pathetic?"  Yes, to
               you I seem pathetic.  But I'm a
               working girl, gotta pay the rent.
               Maybe if you were chipping in,
               'stead of stepping out ...

     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 ...

                             MOM'S VOICE
                      (stern)
               Selina dear.  It's your mother.
               Just calling to say hello --

                             SELINA
               Yeah right, "but" --

                             MOM'S VOICE
               -- "but" I'm disappointed you're not
               coming home for Christmas.  I was
               looking forward to discussing your
               life.  To hearing just why you
               insist on languishing in Gotham
               City as some lowly secretary --

                             SELINA
               Lowly "assistant".  Thank you.

     She fast forwards to:

                             LAME BOYFRIEND'S VOICE
               Selina, about that Christmas
               getaway we planned?  I'll be going
               alone.  Doctor Shaw says I need to
               be my own person now, and not an
               appendage.

                             SELINA
                      (scoffs)
               Some appendage.

     As she fast forwards:

                             SELINA
               The party never stops on Selina
               Kyle's answering machine ... Guess
               I should've let him win that last
               racquetball game.

     Onto the next message:

                             GRUFF WOMAN
               Selina ... We've missed you at the
               rape prevention class ... It's not
               enough to master martial arts.  Hey,
               Elvis knew those moves, and he died
               fat.  You must stop seeing yourself
               as a vict--

     Onward.  Miss Kitty compassionately snuggles beside her,
     as:

                             SELINA'S OWN VOICE
               Hi, Selina, this is yourself
               calling.  To remind you, honey,
               that you have to come all the way
               back to the office unless you
               remembered to bring home the Bruce
               Wayne file, because the meeting's
               on Wednesday and Max Slavemaster
               will freak if every pertinent fact
               is not at your lovely tapered
               fingertips.

     Selina fires her stun gun at the answering machine, jolt-
     ing it off.  Again, she slaps her forehead with her hand.
     Then goes to her closet, puts her coat back on.  As she
     exits:

                             SELINA
               The file!  You stupid corn dog.
               Corn dog.  Deep fried!  Corn dog ...

     EXT. THE OLD GOTHAM ZOO--NIGHT

     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.

     INT. PENGUIN'S LAIR--NIGHT

     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.

     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 wires 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 is seen 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 not a penguin but The Penguin.

                             PENGUIN
               Hi.

     Max launches into a face-contorting wail, but his shock
     prevents him from emitting actual sound.  He closes his
     mouth then tries another Munchesque wail to no aural effect.

                             PENGUIN
               I believe the word you're looking
               for is...A-A-A-A-A-G-H-!

     Then:

                             PENGUIN
               Actually this is all just a bad
               dream.  You're home in bed.
               Heavily sedated, resting
               comfortably, and dying from the
               carcinogens you've personally
               spewed in a lifetime of profiteering.
               Tragic irony or poetic justice?
               You tell me.

                             MAX
               My god ... it's true.  The Penguin-
               Man of the sewers ... Please, don't h--

                             PENGUIN
               Quiet, Max.  What do you think,
               this is a conversation?

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

                             PENGUIN
               We have something in common, we
               two ... We're both perceived as
               monsters.  But, somehow, you're a
               well-respected monster, and I am... 
               to date... not.

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

                             MAX
                      (mustering courage)
               Frankly I feel that's a bum rap.
               I'm a businessman.  Tough, yes.
               Shrewd, okay.  But that doesn't
               make me a mon--

     Penguin cuts him off with a CACKLE.

                             PENGUIN
               Don't embarrass yourself, Max.  I
               know all about you.  What you hide,
               I discover.  What you put in your
               toilet, I place on my mantlepiece.
               Get the picture?

     Penguin is playing with a third umbrella.  He begins to
     twirl it at Max -- it's got a bright spiral pattern, like
     one of those cheesy "hypno-disks" from the backs of
     comic books.

                             MAX
               What, is that supposed to
               "hypnotize" me?

                             PENGUIN
               No, just give you a splitting
               headache.

                             MAX
               Well it's not working.

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

                             PENGUIN
               You big baby!  Just blanks.  Would
               I go to all this trouble tonight
               just to kill you?  No, I have an
               entirely "other" purpose.

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

                             PENGUIN
               I'm ready, Max.  I've been
               lingering down here too long.  I'm
               starting to like the smell ... bad
               sign.  It's high time for me to
               ascend.  To re-emerge.  With your
               help, your know-how, your savvy,
               your acumen.  I wasn't born in the
               sewer, you know.  I come from ...

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

                             PENGUIN
               Like you.  And, like you, I want
               some respect ... a recognition of
               my basic humanity ... an occasional
               breeze ...

     Even the Circus Gang looks touched.  Max stays poker-
     faced.

                             PENGUIN
               Most of all, I want to find out who
               I am.  By finding my parents.
               Learning my "human" name.  Simple
               stuff that the good people of
               Gotham take for granted.

                             MAX
                      (boy, is he tough)
               And exactly why am I gonna help
               you?

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

                             PENGUIN
               Well, let's start with a batch of
               toxic waste from your "clean"
               textile plant.  There's a whole
               lagoon of this crud, in the back...

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

                             MAX
               Yawn.  That coulda come from anywhere.

                             PENGUIN
               What about the documents that prove
               you own half the firetraps in Gotham?

                             MAX
               If there were such documents -- and
               that is not an admission -- I would
               have seen to it they were shredded.

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

                             PENGUIN
               A lot of tape and a little patience
               make all the difference.  By the way,
               how's Fred Adkins, your old partner?

                             MAX
                      (rattled)
               Fred.  Fred?  He's ... actually he's
               been on an extended vacation, and --

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

                             PENGUIN
                      (ventriloquist)
               Hi, Max.  Remember me?  I'm Fred's
               hand.
                      (leans forward)
               Want to greet any other body parts?
               Or stroll down memory lane, with
               torn-up kinky Polaroids?  Failed
               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.

                             MAX
               You know what, Mr. ... Penguin-Sir?
               I think perhaps I could help
               orchestrate a little welcome-home
               scenario for you.  And once we're
               both back home, perhaps we can
               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.

     EXT. GOTHAM PLAZA - NEXT DAY

     The Mayor, accompanied 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.

                             MAYOR
                      (to reporters)
               I tell you this, not just as an
               official, but as a husband and
               father ... last night's eruption
               of lawlessness will never hap--

     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.

                             ACROBAT-THUG
               I'm not one for speeches, so I'll
               just say "Thanks".

     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:

                             THUG'S VOICE
               Hey!  Oww!

     Now the THUMPS of somebody taking a merciless pounding.
     And the SCREAMS of the Thug.  Now he comes scrambling out
     of the manhole, dazed and empty-handed ... and madly
     dashes away ...

     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.

     INT. WAYNE MANOR LIVING ROOM - THAT NIGHT

     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.

                             TV ANCHORMAN'S VOICE
               This morning's miracle... Gotham
               will never forget.

     INSERT - TV SCREEN

     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:

                             ANCHORMAN'S VOICE
               That's him:  The shadowy, much
               rumored penguin-man of the sewers,
               arisen.  Until today, he'd been
               another tabloid myth, alongside
               the Abominable Snowman and the Loch
               Ness Monster ...

     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.

                             ANCHORMAN'S VOICE
               But now this odd little man-beast
               can proudly stand tall, alongside
               our own legendary Batman.

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

                             ANCHORMAN'S VOICE
               Gotham's leading citizen, Max Shreck,
               had been on a fact-finding mission in
               Gotham Plaza...

     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.

     INT. WAYNE MANOR LIVING ROOM - NIGHT

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

     INSERT - TV SCREEN

     Penguin is in Gotham 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:

                             PENGUIN
               All I want in return ... is the
               chance to ... to find my folks.
               Find out who they are ... and,
               thusly, who I am ... and then,
               with my parents, just ... try to
               understand why ... why they did
               what I guess they felt they had
               to do, to a child who was born
               looking a little ... different.
               A child who spent his first
               Christmas, and many since, in a
               sewer.

     INT. WAYNE MANOR LIVING ROOM - NIGHT

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

                             ALFRED
               Mr. Wayne ... Something wrong?

                             BRUCE
               No, nothing, ah ...
                      (pause)
               His parents ... I ... I hope he
               finds them.

     Alfred murmurs his agreement:  that would be nice.

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

     EXT. HALL OF RECORDS - NEXT DAY

     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 1
               Whattaya think he'll do to his mom
               and dad, when he finds 'em?

                             JOURNALIST 2
                      (stupid question)
               What would you do to your mom and pa,
               if they flushed you down the poop-
               chute?

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

                             GUARD 1
                      (escorting him off)
               Mr. Penguin is not to be disturbed.

                             AGGRESSIVE REPORTER
                      (professional outrage)
               The Hall of Records is a public
               place!  You're violating the First
               Amendment, abridging the freedom
               off the press --!

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

                             MAX
               What about the freedom to rediscover
               your roots, with dignity, with privacy?

                             AGGRESSIVE REPORTER
               What's the deal, Mr. Shreck?  Is
               the Penguin a personal friend --?

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

                             MAX
               Yes he's a personal friend.  Of this
               whole city.  So have a heart, buddy.

     He flicks off the reporter's Record button.

                             MAX
               And give the Constitution a rest,
               okay?  It's Christmas.

     INT. HALL OF RECORDS - DAY

     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 ...

     DISSOLVE.  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 ... male
     names, boy 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.

     EXT. GOTHAM STREET - NIGHT

     The Batmobile sleekly cruises down a deserted street.

     INT. BATMOBILE (MOVING) - NIGHT

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

                             ALFRED
               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
               The Red Triangle Circus Gang ...
               they're jackals, Alfred.  They
               hunt in packs, at night --

                             ALFRED
               Are you concerned about that
               strange, heroic Penguin person?

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

     THE HALL OF RECORDS

     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.

     INT. BATMOBILE - LATE NIGHT

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

                             BATMAN
                      (ambiguous)
               Funny you should ask, Alfred.
               Maybe I am a bit concerned.

     EXT. CEMETERY - DAY

     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.  The 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, Penguin rises again.
     Mournfully shambles back to the crowded cemetery entrance.

                             AGGRESSIVE REPORTER
                      (he's back)
               So -- Mr. Penguin --!

                             PENGUIN
                       (quiet, tragic dignity)
               I have a name.  It's Oswald
               Cobblepot.

                             AGGRESSIVE REPORTER
               Mr. Cobblepot!  You'll never get a
               chance to settle up with 'em, huh?

     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:

                             PENGUIN
               True.  I was their number one son,
               and they treated me like number
               two.  But it's human nature, to
               fear the unusual ... even with all
               their education and privilege ...
               My dad, a district attorney, mother
               active in the DAR ... Perhaps when
               I held my Tiffany baby rattle with
               a shiny flipper, and not five
               chubby digits, they freaked.
                      (perfect beat)
               But I forgive them.

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

     EXT. GOTHAM PLAZA--THAT EVENING

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

                             PAPERBOY
               Penguin Forgives Parents ... "I'm
               Fully At Peace With Myself and the
               World ..."

     All around him, charmed Gothamites read each other their
     fave quotes from the cover story.

                             GOTHAMITE 1
               "... You don't need hands, as long
               as you've got heart ..."

                             GOTHAMITE 2
               "... My heart is filled with love.
               I feel five feet tall ..."

                             GOTHAMITE 3 
               He's like a frog, that became a
               prince...

                             GOTHAMITE 4
               No, he's more like a penguin...

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

                             MAN
               Abandoned penguins from the old
               Arctic World raised him...

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

                             WOMAN
               Makes you remember the true
               meaning of the holiday.  The love,
               the giving ...

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

     INT. BATCAVE LABORATORY--SAME TIME

     Bruce Wayne is also reading a newspaper.  But he's not
     holding it and it'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 and MURMURS, as he scrolls from
     one to the next:

                             BRUCE
               " ... Red Triangle Circus put on a
               swell show last night, with fierce
               lions ..."

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

                             BRUCE
               " ... Triangle Circus has returned
               for a two-week ... Kids will love ..."

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

                             BRUCE
               Thanks, Alfred.

     He sips the soup.

                             BRUCE
               It's cold.

                             ALFRED
               It's vichyssoise, sir.

                             BRUCE
               Vichyssoise.
                      (then)
               Supposed to be cold, right?

     He returns to his search through the file.

                             ALFRED
               Mr. Wayne.  Does the phrase
               "Christmas holiday" hold any
               resonance for you?

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

                             BRUCE
               Listen to yourself, Alfred.  Hassling
               me, yesterday, in my car.

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

                             ALFRED'S VOICE
               What about eating?  Sleeping?  You
               won't be much good to anyone else --

     Bruce snaps it off.

                             BRUCE
               I learned to live without a mother
               a long time ago, thanks.

     Tense, he turns back to the next article, onscreen.

                             BRUCE
               " ... Circus is back, with a freak
               show that may not be suitable for
               your kids.  Featuring a bearded
               lady, the world's fattest man, and
               an aquatic bird-boy."

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

                             ALFRED
               Why are you now determined to prove
               that this Penguin -- er, Mr. Cobblepot
               -- is not what he seems?  Must you be
               the only lonely "man-beast" in town?

     But Bruce is already engrossed in the next article
     onscreen.

                             BRUCE
               "... Circus folded its tents
               yesterday, perhaps forever.  After
               numerous reports of missing
               children in several towns, police
               have closed down the Red Triangle's
               fairgrounds.  However, at least
               one freak show performer vanished
               before he could be questioned."

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

                             ALFRED
               I suppose you feel better now, sir.

                             BRUCE
               No, actually I feel worse.

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

                             ALFRED
               Eat up your vichyssoise.

     EXT. SHRECK BUILDING--THAT NIGHT

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

     INT. OUTER OFFICE--NIGHT

     Selina makes notes.  Now her pen nervously jerks as Max
     oozes in, surprising her with a smarmy palm on her
     shoulder.

                             MAX
               Working late?  I'm touched.

                             SELINA
                      (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 hoped-for investment...
               I've studied up on all of it ...
               I even opened the protected files
               and --

     Max looks surprised.

                             MAX
               Why, how industrious.  And how did
               you open protected files, may I
               ask?

                             SELINA
               Well I figured that your password
               was "Finster."  Your Pomeranian.
               And it was.  And it's all very
               interesting, though a bit on the
               technical side, I mean about how the
               power plant is a power plant in
               name only since in fact it's
               gonna be one big giant...

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

                             SELINA
               Big giant capacitor.  And that,
               instead of generating power it'll
               sort of be --
                      (checks notes again)
               -- sucking power, from Gotham City,
               and storing it ... stockpiling it,
               sort of?  Which, unless I'm being
               dense, is a novel approach, I'd say.

                             MAX
               And who ... would you say this to?

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

                             SELINA
               Well ... um ... nobody --?

     Max drops the charred notepad and moves toward her.

                             MAX
               ... Where did curiosity get the cat?

                             SELINA
               I'm no cat.  I'm just an assistant.
               A secretary --

                             MAX
               And a very, very good one.

                             SELINA
                      (a guess)
               Too good?

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

                             SELINA
               It's our secret.  Honest.  How can
               you be so mean to someone so
               meaningless?

                             MAX
               I must protect my interests, Ms.
               Kyle.  And Interest Number One, is
               moi.

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

                             SELINA
                      (burst of bravado)
               Okay, go ahead.  Intimidate me, bully
               me if it makes you feel big.  I mean,
               it's not like you can just kill me.

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

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

                             SELINA
               For a second, you really frightened --

     Max savagely pushes Selina through the window.

     EXT. SHRECK ALLEY--NIGHT

     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 focusing on the happy cat above.

                             SELINA
                      (faintly)
               Help me ... someone ... Miss Kitty ...

     INT. SHRECK CONFERENCE ROOM--NIGHT

     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.

                             MAX
               I ... it was terrible, I leaned
               over, and accidentally knocked
               her, out --

                             CHIP
                      (cool)
               She jumped.  She'd been depressed.

                             MAX
                      (beat, then nods)
               Yes.  Yes.  Boyfriend trouble ..?

                             CHIP
                      (shakes his head)
               PMS.

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

     EXT. SHRECK ALLEY--NIGHT

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

     A Siamese whispers in Selina's ear, aw-so-cute Tabbies
     snuggle against the soles of her feet.  A scraggly Tom
     viciously bites her finger.  Selina's eyes fly open.

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

     Battered, bloodied, and clutching Miss Kitty, Selina
     re-enters her apartment.  She is the malevolent antidote
     to her poignantly pleasant previous self.  She stares in
     unmoving, but torrid self-contemplation.  Then she
     explodes into vivid montage:

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

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

     She flings her childhood picture 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!"

     INT. SELINA'S APARTMENT--THE NEXT MORNING--DAY

     As the sun rises through the windows, Selina sits in a
     lotus position on the floor of her very redone apartment.
     She is wearing 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.

                             SELINA
               I don't know about you, Miss
               Kitty, but I feel.  So.  Much.
               Yummier.

     EXT. GOTHAM PLAZA--MORNING--DAY

     MECHANICS hustle about the tree, trying to fix it.

     Bruce Wayne gazes at this hapless exercise, then moves
     past the torched Bat merchandising toward the Shreck
     building.

     INT. THE OUTER OFFICE--DAY

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

                             MAX
               ... I hope nothing--I don't know,
               "icky" happened to her.  Devoured
               by stray reindeer, or ... Bruce.

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

                             BRUCE
               Hmm.  Primitive ventilation.

                             MAX
               Damn those Carny bolsheviks the
               other night, throwing bricks at
               my windows --

                             BRUCE
               No.  No glass on the inside.

                             MAX
                      (fidgets)
               Weird, huh?

     INT. THE CONFERENCE ROOM--DAY

     Bruce sits at the circular conference table.  Max paces.

                             MAX
               I'd offer you coffee, but my
               assistant is using her vacation time.

                             BRUCE
               Good time, too.
                      (pointedly)
               Everyone but the bandits seem to be
               slacking off till after New Years'.

     Max aggressively sits knee to knee with Bruce.

                             MAX
               Not sure I like the inference,
               Bruce.  I'm pushing this power
               plant now only because it'll cost
               more, later.  And a million saved
               is a million earned --

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

                             BRUCE
               I commissioned this report.
               Thought you should see it.

     Ostentatiously bored, Max flips through the thing.

                             BRUCE
               I'll cut to the chase, Max: 
               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.

                             MAX
                      (pious)
               If my life has had any meaning,
               that's the meaning.

                             BRUCE
               Max, I'm gonna fight you on this.
               The Mayor and I have already spoken
               and we see eye to eye here.  So --

                             MAX
               Mayors come and go.  And heirs
               tire easily.  Really think a
               flyweight like you could last
               fifteen rounds with Muhammed
               Shreck.

                             BRUCE
               I'm not scared of you, Max.

     He shuts his briefcase and stands.

                             BRUCE
               Not compared to that "Cobblepot"
               person you're promoting...

                             MAX
                      (derides)
               Scared of Oswald, are you?  Why,
               if his parents hadn't eighty-
               sixed him you two might've been
               roomies, at prep school!

                             BRUCE
               "Oswald" is linked to the Red
               Triangle Gang.  I can't prove it
               but we both know it's true.

                             MAX
               Wayne, I'll not stand for mud-
               slinging in this office.  If my
               assistant were here, she'd already
               have escorted you out, to --

                             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.

                             SELINA
               Preferably some nightspot, grotto,
               or secluded hideaway ...
                      (to Bruce)
               You look good in a suit.

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

                             MAX
                      (stunned)
               Selina?!  Selina ... Selina ...

                             SELINA
               That's my name, Maximillions.
               Don't wear it out, babe, or I'll
               make you buy me a new one.

                             MAX
               Uh, Selina, this is, uh, Bruce
               Wayne.

                             BRUCE
               We've met.

                             SELINA
               Have we?

     Bruce realizes his "error."

                             BRUCE
               Sorry.  I mistook me for somebody
               else.

                             SELINA
               You mean mistook me?

                             BRUCE
               Didn't I say that?

                             SELINA
                      (amused)
               Yes and no ...

     Bruce steps forward.  Gently takes her bandaged hand.

                             BRUCE
               What happened?

                             MAX
               Yes, did -- did you injure yourself
               on that ski slope?  Is that why
               you cut short your vacation and
               came back?

     His steely smile says:  answer "yes" or else.  Selina
     shrugs.

                             SELINA
               Maybe that broken window over there
               had something to do with it, or
               maybe not, it's blurry ... I mean,
               not complete amnesia ... I remember
               Sister Mary-Margaret puking in
               Church, and Becky Riley said it was
               morning sickness.
               And I remember the time I forgot
               to wear underpants to school, and
               the name of the boy who noticed
               ... Ricky Friedburg, he's dead
               now ... But last night?  Complete
               and total blur.

     Max trades looks with Chip.  Then:

                             MAX
               Selina... Please show out Mr. Wayne.

     INT. OUTER OFFICE - DAY

     Selina sees Bruce to the elevator.  They scope each
     other ...

                             SELINA
               You don't seem like the type who
               does business with Mr. Shreck.

                             BRUCE
               No.  And you don't seem like the
               type who takes orders from him.

                             SELINA
               Well that's a ... long story ...

                             BRUCE
               Well, I could ... free up some
               time...

                             SELINA
               I'm listed.

                             BRUCE
               I'm tempted.

     Selina backs toward the conference room.

                             SELINA
               I'm working.

     Bruce backs into the corridor.

                             BRUCE
               I'm leaving.

     INT. CORRIDOR--DAY

     Bruce punches the down button to punctuate the syllables:

                             BRUCE
               Se-li-na.

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

     INT. OUTER OFFICE--SAME TIME

     Selina stops to spitefully squeeze a few drops of blood
     from her injured fingertip into the percolating coffee.

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

                             SELINA
               Pouring myself into my work.

                             BRUCE
                      (smiles, then)
               I, ah ... didn't catch your last
               name.

                             SELINA
               Oh.  "Kyle."

     She mimes making a telephone call.

                             SELINA
               Rhymes with "dial."

     Bruce signals: gotcha.  Then backs out.

     INT. CONFERENCE ROOM--SAME TIME

     As a brooding Max dials out:

                             CHIP
               You buy this "blurry" business?

                             MAX
                      (shrugs)
               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.

     INT. STOREFRONT OFFICE BUILDING (CAMPAIGN H.Q.)--DAY

     A two-story warehouse space with a particularly funky top
     floor.  A dozen Red Triangle Carny Creeps 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 GRINDER
               For you, boss.

                             PENGUIN
               Yeah, what is it?  I'm busy up
               here?

     INT. SHRECK CONFERENCE ROOM--SAME TIME

     Max smiles.

                             MAX
               Good.  Stay busy up there.

     INT. STOREFRONT OFFICE BLDG.--SAME TIME

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

                             MAX'S VOICE
               I got plans for us, below.

     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.

                             PENGUIN
                      (distracted)
               "Plans."  Swell.  Later.

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

     EXT. ANOTHER ALLEY--NIGHT

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

                             FEMALE VICTIM
               Help Bat--

                             MUGGER
               Now-now, pretty young thing, nice
               and easy...

                             FEMALE VICTIM
               Please, don't hurt me, I'll do
               anything...

     Suddenly the mugger squeals in pain -- his hand is
     yanked out of the purse by a stinging whip that's
     wrapped around his wrist.

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

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

                             MUGGER
               Who the...

     Catwoman smiles politely, and puts away her whip. 

                             CATWOMAN
               Be gentle, it's my first time.

     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
               Tic....Tac....Toe.

                             FEMALE VICTIM
                      (rushing up)
               Thank you, thank you, I was so
               scared...

     Catwoman swats the Female Victim back against a wall.

                             CATWOMAN
               You make it so easy, don't you --
               you pretty, pathetic young thing?
               Always waiting for some Batman to
               save you.

     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:

                             CATWOMAN
               "I'm Catwoman, hear me roar."

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

     INT. STOREFRONT OFFICE BLDG. (CAMPAIGN H.Q.)--NEXT DAY

     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 hand over his
     protegee's slitted eyes.

                             MAX
               Don't look, Oswald.  It's a
               surprise.

                             PENGUIN
               A big bag of fan mail?  Filthy
               lucre?  Wait don't tell me ... Is
               it a broad?

     We follow them down to the spiffy ground floor storefront.

     INT. CAMPAIGN H.Q.--DAY

     Max lifts his palm off Penguin's puss.

                             MAX
               Ta-da.

     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.

                             PENGUIN
               Bu ... wh ... I ... I mean ...

                             MAX
               Yes, adulation is a cross to bear.
               God knows I know.  But someone's
               got to supplant our standing-in-
               the-way-of-progress Mayor and
               don't deny it, Mr. Cobblepot, you've
               got the magic!

                             PENGUIN
               Max, elections happen in November.
               Is this not late December, or have
               I inhaled too much swamp gas in my
               time?

     Suddenly, a stylish, slick and instantly loathsome pair pop
     out of nowhere, bedecked with accessories -- 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 flutter around him, Penguin instinctively fidgets.

                             JEN
               I'm Jen.  Stand still while I slip
               on these little glove-thingies ...

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

                             JEN
               Our research tells us that voters
               like fingers.

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

                             JOSH
               Not a lot of reflective surfaces
               down in that sewer, huh?

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

                             PENGUIN
               Still, could be worse.  My nose
               could be gushing blood.

                             JOSH
                      (frankly confused)
               Your nose could ... what do you ...

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

                             MAX
               Enough!  Everyone ...

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

                             MAX
               You're right, we missed the
               regularly scheduled election.  But
               elected officials can be recalled,
               impeached, given the boot!  Think
               of Nixon, Meacham, Barry ... Then
               think of you, Oswald Cobblepot,
               filling the void.

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

                             PENGUIN
               Me and that "Jen" chick... maybe
               we could take a tumble...

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

                             PENGUIN
               Wonder if it's worth my time.

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

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

                             MAX
               Oswald:  We need one more thing.

                             PENGUIN
                      (snapping out of it)
               A platform?  Lemme see ... Stop
               global warming.  Start global
               cooling.  Make the world a colder
               place.  Frigid ...

                             MAX
               That's fine, Oswald.  But to get
               the Mayor recalled, we still need
               a catalyst, a trigger, an incident.
               Like the Reichstag fire, the Gulf
               of Tonkin.

                             PENGUIN
               "You're doin' great, Mayor
               Cobblepot."  "Your table is ready,
               Mayor Cobblepot."  "I need you,
               Oswald.  I need you now.  That's
               the biggest parasol I ever --"

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

                             PENGUIN
               Ah.  You want those lawless,
               mindless, homicidal imbeciles up
               there ... you want my old friends
               ... want them to humiliate the
               powers that be.  Drive the Mayor
               into a foaming frenzy.  You want
               my hideous cohorts to go haywire.

     Max smiles.

                             MAX 
               Precisely.  But they must come and
               go via the plumbing ducts that I've
               provided.  That shall be as sacred
               as the separation between church
               and state.

                             PENGUIN
               ... Want 'em to go apeshit.  Nutso.
               Ballistic ... Do permanent damage
               to little old ladies.  Loot, pillage,
               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:

                             PENGUIN
               I got my own ... quest to pursue
               up here.  It's crucial I not get
               sidetracked, with some silly ...

                             MAX
               Sidetracked?  Oswald, this is
               your chance to fulfill a destiny
               that your parents carelessly
               discarded ...

                             PENGUIN
                      (puffing up)
               Reclaim my birthright, y'mean?

                             MAX
                      (nods)
               Imagine:  You'll have the ear of
               the media.  Access to captains
               of industry.  Unlimited poon-
               tang ...

     Penguin quickly decides.

                             PENGUIN
               I wanna be the Mayor.  I wanna be
               the Mayor of Gotham City ...

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

                             PENGUIN
               Burn, baby, burn.

     EXT. ANOTHER GOTHAM STREET--NIGHT

     Wearing protective goggles, the ORGAN GRINDER twists out
     some music as his monkeys dance.  Then    nges down on
     his Organ Box causing an Insta-Teller machine to explode.
     His monkeys hop up to snatch flaming cash.
 
                             ORGAN GRINDER
               All this dough... it's burning a
               hole in my pocket!

     INT. CAMPAIGN HEADQUARTERS--NIGHT

     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.

                             FAT CLOWN
               The Ice Rink was torched!
                      (then)
               The 12th Precinct reports
               offensive graffiti and a pharmacy
               heist!

     Penguin makes a fist, with phony fingers.

                             PENGUIN
               Love to get my flippers dirty.
               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...

     INT. SELINA'S APARTMENT--NIGHT

     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:

                             SELINA
               An orgy of sex and violence?  Count
               me in, Miss Kitty.

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

                             SELINA
               It's the purr-fect cover, for
               the purr-fect crime.

     EXT. ANOTHER GOTHAM STREET--NIGHT

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

     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 Sword-Swallower
     leaps out at him.  Batman gives him a strategic elbow to
     the ribs and pulls the sword from his mouth.  A Thin
     Clown with a bomb strapped to his chest pops out next.

                             THIN CLOWN
               I'll blow up this whole --

     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.

     EXT. SHRECK'S DEPARTMENT STORE--NIGHT

     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.

     INT. DARKENED DEPARTMENT STORE--NIGHT

     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.

                             CATWOMAN
               Oh, for me?  You shouldn't have...

     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.

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

                             SECURITY ONE
               Who is she?  What is she?

                             SECURITY TWO
               I don't know whether to shoot or
               fall in love.

                             CATWOMAN
               You poor guys ... always confusing
               your pistols with your privates ...

     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 ...

                             GUARD 1
               Don't hurt us!  Our take-home is
               under three-hundred.

                             CATWOMAN
               You're overpaid.  Hit the road.

     The Guards have already taken off running as Catwoman
     skips over to Car-Care, gathers up a handful of aerosol
     cans ... then saunters down to Today's Kitchen, and shoves
     the cans into a row of microwave ovens.  Giddily BEEPS
     them all ON.

     EXT. GOTHAM PLAZA--NIGHT

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

                             TATTOOED STRONGMAN
               Before I kill you, I let you hit
               me.  Hit me.  Come on, hit as hard
               as you can.  I need a good laugh.

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

                             TATTOOED STRONGMAN
               You call that a...

     The Tattooed Strongman stops laughing when he looks down
     and sees that Batman has attached the 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?

                             PENGUIN
               Touring the riot scene.  Gravely
               assessing the devastation.
               Upstanding mayor stuff.

                             BATMAN
               You're not the Mayor.

                             PENGUIN
                      (shrugs)
               Things change.
                      (sticks out a
                       glove)
               Hey, good to meet you.  We'll be
               working hand in glove in Gotham's
               glorious future.

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

                             BATMAN
               Once you were their freak, now
               these clowns do your bidding.
               Must feel pretty good.

                             PENGUIN
               Better than you know, Bat-boy.

                             BATMAN
               What're you really after?

                             PENGUIN
               Ah, the direct approach.  I admire
               that in a man with a mask.  But
               you don't really think you'll ever
               win, playing it your way ..?

                             BATMAN
                      (cold smile)
               Things change.

     Penguin is fashioning 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.

                             CATWOMAN
                      (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:

                             PENGUIN
               I saw her first.
                      (then, opens
                       umbrella)
               Gotta fly.

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

     Meantime Batman catches sight of Catwoman scaling the
     ridges of a Plaza building.

     EXT. BUILDING ROOFTOP--NIGHT

     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
               Where's the fire?

                             BATMAN
               "Shreck's."  You --

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

                             BATMAN
                      (suddenly taken
                       aback)
               I'm -- sorry, I --

     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.

                             CATWOMAN
               As I was saying:  I'm a woman, and
               can't be taken for granted.  Are
               you listening, you Batman you?

                             BATMAN
                      (grimaces)
               Hanging on every word.

                             CATWOMAN
               Good joke.  Wanna hear another one?

     Batman nods:  Lay it on me.

                             CATWOMAN
               The world tells boys to conquer the
               world, and girls to wear clean
               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.

                             BATMAN
               A "he-man"?  Sure.  They shine
               that beacon in the sky, then wonder
               what hole I crawl out of.

                             CATWOMAN
               Wow, a real response and you're
               not even trying to get into my tights.
               But explain me ... If you're
               so down on "them" out there, why
               bust your bat-buns to protect 'em?

                             BATMAN
               I just can't sleep at night.
               Exploding department stores keep
               me up.  One ...

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

                             CATWOMAN
               I can't sleep either, lately.  A
               little link, between us.  But
               bottom line baby, you live to
               preserve the peace, and I'm dying
               to disturb it.  That could put a
               strain on our relationship.

                             BATMAN
               ...four, five.

     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 talons frantically claw
     and scratch as she tries not to plummet.  Batman grabs
     her, pulls her up -- for a moment, they're embracing.

                             CATWOMAN
               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!

                             BATMAN
               -- No --

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

     EXT. GOTHAM STREET--NIGHT

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

     EXT. TRUCK (MOVING)--NIGHT

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

                             CATWOMAN
               Saved by kitty-litter.  Some
               date ...

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

                             CATWOMAN
               So it's not a corsage.  But a
               burn lasts so much longer.  The
               bastard.

     INT. THE BAT CAVE--NIGHT--LATER

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

                             BATMAN
               The bitch.

     Then he buzzes for his butler.

                             BATMAN
               Alfred ... Would you bring me some
               antiseptic ointment, please?

                             ALFRED'S VOICE
               Coming ... Are you hurt?

                             BATMAN
               My ego, mostly.

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

                             BATMAN
               ... Meow.

     INT. SHRECK OUTER OFFICE--NEXT DAY

     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 ...

     INT. SHRECK CONFERENCE ROOM--DAY

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

                             SELINA
               Morning, Max.  Bummer about the
               store.  You insured?

                             MAX
               I damn well better be.  In fact I
               want you to phone those goniffs
               over at Gotham Insurance and tell
               them --

                             SELINA
               Actually I have to split.  Take
               a "personal day."  You don't mind?
               Max, you're tops.

     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.

                             SELINA
               Those darned exterminators.  They
               swore the machine was ship-shape.

     With that she turns, and saunters out.

     EXT. CAMPAIGN HEADQUARTERS--NOON

     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."

     INT. CAMPAIGN HEADQUARTERS--NOON

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

                             PENGUIN
               I may have saved the Mayor's baby,
               but I refuse to save a Mayor who
               stood by, helpless as a baby,
               while a band of hooligans flushed
               our fair city down the tubes of
               debauchery, devastation --

     ANGLE--AGGRESSIVE REPORTER

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

                             AGGRESSIVE REPORTER
               Oswald Cobblepot, the mystery
               man-beast who's been delighting
               Gotham, today made his bid to
               deliver Gotham ... from ruffians
               who've run riot, and from a Mayor
               he's called "impotent, inept ..."

     BACK TO PENGUIN

     As he concludes his exhortation to the throng:

                             PENGUIN
               ... inept, indecisive, and ... and
               too tall.  We don't need a tall
               man to run this town.  The bigger
               they are, the harder they fall.
               We need a ... compact man who carries
               a big umbrella.  Thank you, all.

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

                             VOLUNTEER BIMBO
               Mr. Cobblepot, you're the coolest
               role model a young person could have ...

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

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

     Then, as he struts upstairs:

                             PENGUIN
               I could really get into this Mayor
               stuff.  It's not about power, it's
               about ... reaching people.
               Touching people.  Groping people ...

     INT. CAMPAIGN H.Q. UPPER STORY--AFTERNOON

     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.

                             FAT CLOWN
               Hey Penguin, there's a --

     Penguin savagely stomps on the Clown's oversized shoe.

                             PENGUIN
               My name's not Penguin!  It's
               Oswald Cobblepot!

     He continues on, still musing:

                             PENGUIN
               Hell, maybe I'll get laid on the
               campaign trail ... Happy Trails ...

     The KNIFETHROWER DAME blocks his path.

                             KNIFETHROWER DAME
               Oswald ... someone here to see
               you.

     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.)

                             PENGUIN
                      (throaty squawk)
               Just the pussy I been looking for.

     Catwoman sits up, languidly stroking her shoulders.

                             CATWOMAN
               Chilly in here.

     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 --!

                             CATWOMAN
               Down, Oswald.  We have to talk.  You
               see we've got something in common.

                             PENGUIN
               Appetite for destruction?
               Contempt for the czars of fashion?
               Wait don't tell me ... Naked
               sexual charisma?

                             CATWOMAN
               Batman.  The thorn in both our
               sides, the fly in our ointment.

                             PENGUIN
                      (cagey)
               Huh?  You're implying I'm some
               kinda psycho criminal?

     Catwoman ironically takes in the sociopathic chaos.  Then
     stands.

                             CATWOMAN
               My mistake.

     Penguin sits her back down.

                             PENGUIN
               Are you perchance a registered
               voter?  I'm also a mayoral
               prospect.

                             CATWOMAN
               I have but one pet cause, today:
               Ban The Bat.

                             PENGUIN
               Oh, him again.  He's already
               history -- check it out.

     Penguin gestures at the wall ... detailed drawings and
     blueprints of the Batmobile, inside and out.

                             PENGUIN
               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.

                             CATWOMAN
                      (shakes her head)
               He'd have more power as a martyr.
               No, to destroy Batman we must
               first turn him into what he hates
               most.  Meaning, us.

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

                             PENGUIN
               Y'mean frame him?

                             CATWOMAN
               You're quick.  Mayor Cobblepot.

     As the umbrealls-dildo travels up, toward Catwoman's
     crotch:

                             PENGUIN
               Right on!  Batman goes Manson, and
               the Mayor goes South.  Straight
               into the sewer.  Actually it's not
               so bad down there, I miss the
               drip, drip, drip ...

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

                             CATWOMAN
               Hmm ... Not even in office yet,
               and already an enemies list ..?

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

                             PENGUIN
               Those names are not for prying eyes!

     And suddenly it hits him:

                             PENGUIN
               Hey, why should I trust some
               Catbroad?  This is the big-time.
               Are you the real item?  Maybe you're
               just some screwed-up sorority chick
               who's getting back at Daddy for not
               buying her that pony when she
               turned sweet sixteen ...

     Catwoman gulps, nervous -- then retaliates by shooting
     her paw into the birdcage.  She pulls out the canary and
     shoves it into her mouth.  Penguin leaps up, frantic.

                             PENGUIN
               No, don't hurt Gertrude!  I was
               just -- whattaya call it --
               "flirting."

     Catwoman coolly spits out the canary, which flutters off.

                             PENGUIN
               Thanks.  Jeez.  Not used to this
               man-woman, cat-mouse business.
               Generally the babes flock to me,
               I tell 'em take a number.

                             CATWOMAN
               You're off the hook, Ozzie.  But
               Batman is decidedly not.

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

                             CATWOMAN
                      (sultry skulking)
               He napalmed my arm.  He knocked me
               off a building just when I was
               starting to feel good about myself.
               I want to play an integral part
               in his degradation.

                             PENGUIN
                      (tentative)
               Well, a plan is forming ... A
               vicious one, involving the loss
               of innocent life ...

                             CATWOMAN
               I want in.  The thought of busting
               Batman makes me feel all ...
               dirty.  Maybe I'll give myself a
               bath right here ...

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

                             PENGUIN
               You just got yourself a deal,
               Cat-doll.

     EXT. WAYNE MANOR--THAT NIGHT

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

                             PENGUIN'S VOICE
               I challenge the Mayor to re-light
               the tree in Gotham Plaza, tommorow
               night.

     INT. WAYNE MANOR LIVING ROOM--NIGHT

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

                             PENGUIN
                      (on TV)
               He must prove that under his
               administration, we can carry on
               our proud traditions without fear.
               Not that I have any faith in the
               Mayor... but I pray, at least,
               that Batman will be there, to
               preserve the peace.

     Alfred notices his boss quietly seething.

                             ALFRED
               Sir.  Shall we change the channel
               to a program with some dignity and
               class?  "The Love Connection,"
               perhaps?

     Bruce quietly tells the preening image on the screen:

                             BRUCE
               You're very subtle, "Oswald."

     Then moodily clicks OFF the TV.

     EXT. THE SHOPS OF GOTHAM PLAZA--DAY

     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.

     EXT. THE STORE ACROSS THE STREET--DAY

     Selina grimly stares at her reflection.  And asks
     herself:

                             SELINA
               Why are you doing this?

     Bruce touches her shoulder, startling her.

                             BRUCE
               Selina.  Hi.  Didn't mean to --

                             SELINA
               Scare me?  No, actually, I was
               just scaring myself ...

                             BRUCE
               I don't see how ... Anyway, it's
               a treat to find you out in the
               world, away from Ebeneezer
               Shreck.

                             SELINA
                      (halfhearted)
               Treat to be here.

     They begin to stroll, together.

                             BRUCE
               What's the story?  Holiday blues?

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

                             SELINA
               The news these days ... weird.
               People looking to superheroes for
               their peace of mind, and blaming
               their problems on super-villains
               ... instead of themselves, or
               their spouses at least.

                             BRUCE
               And it's not even accurate ... I
               mean, "Batman Blows It"?  The guy
               probably prevented millions in
               property damage.

                             SELINA
                      (nodding)
               I heard on TV, "Catwoman is thought
               to weigh 140 pounds."  How do
               these hacks sleep at night?

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

                             SELINA
               You're not coming to that, are
               you?  "The Relighting of the Tree"
               thing?

                             BRUCE
               I wouldn't be caught dead.  No,
               it's probably how I would be
               caught.  The Mayor stupidly took
               Cobblepot's bait --

                             SELINA
               -- and it's gonna be a hot time
               in the cold town tonight.

     Bruce glances at her, surprised.

                             BRUCE
               You almost sound enthusiastic.

                             SELINA
                      (shrugs)
               I detest violence, but ...
               Christmas complacency can be a
               downer, too.

                             BRUCE
                      (chuckles)
               You've got a dark side, Selina
               Kyle.

                             SELINA
               No darker than yours, Bruce.

                             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 I'll watch it on TV.

                             SELINA
                      (brightens)
               "We"?  You and...

                             BRUCE
               ... and me.
                      (thinks)
               No, that's be me and me.
                      (beat)
               Is that what I said?

                             SELINA
                      (laughing)
               Yes and no...

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

     INT. ICE PRINCESS' DRESSING ROOM TENT--NIGHT

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

                             ICE PRINCESS
               The tree lights up, I press the
               button ... No wait, I press the
               button and --

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

                             ICE PRINCESS
                      (cold)
               Who are you?

                             PENGUIN
               Talent scout.

                             ICE PRINCESS
                      (warmer)
               Come in!  You know I don't just
               light trees.  I studied the Method.
               By mail, but --

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

                             ICE PRINCESS
               What is that, a camera or
               something?

                             PENGUIN
               Say cheese.

     The Ice Princess strikes a pose.

     INT. WAYNE MANOR LIVING ROOM--EVENING

     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'm sure he's wonderful company
               and all, but ... doesn't the gold-
               plated bachelor bit get a little
               ... stale?

                             BRUCE
               Somewhat like the lonesome
               secretary syndrome, I'd suppose.

                             SELINA
               Executive Assistant.
                      (hell)
               Secretary.
                      (then)
               Girlfriend?

                             BRUCE
               Had one.  Didn't work.

                             SELINA
               What went wrong?  Hang on, I think
               I know ... You kept things from
               her.

                             BRUCE
               Nope, I told her everything.

                             SELINA
               And the truth frightened her?

                             BRUCE
                      (careful, pained)
               Well ... How can I put this.
               There were two truths ... and she
               had trouble reconciling them.
               Because I had trouble reconciling
               them.  Vicki said.

                             SELINA
                      (giggles)
               "Vicki."  Ice-skater, or
               stewardess?

                             BRUCE
               Photojournalist.

                             SELINA
               Sure.

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

                             SELINA
               Well?  Was "Vicki" right?  About
               your difficulty with duality?

                             BRUCE
               If I said yes, then you might
               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:

                             SELINA
               It's the so-called "normal" guys
               who always let you down.  Sickos
               never scare me.  At least they're
               commited.

                             BRUCE
               Ah ... then you've come to the
               right lonely mansion.

     They fall 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-burn,
     and stops.

     They pull apart.

                             BRUCE
               I, ah ... never fool around on the
               first date.

                             SELINA
               Nor I, on the second.

                             BRUCE
               What're you doing three dates
               from now?

     Selina hops off the couch and crosses the room.

                             SELINA
               Weren't we gonna watch the
               Relighting of the Tree?

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

     INSERT--TV SCREEN

     An ANCHORMAN standing in Gotham Plaza is jostled by
     frenzied crowds, as he SHOUTS:

                             ANCHORMAN
               We repeat ... The Ice Princess
               has been kidnapped!  And it only
               gets worse ... Commissioner Gordon
               ... Can you confirm the reports
               we're hearing, of Batman's
               suspected involvement in the
               abduction?

     We GO LIVE to an ashen Police Commissioner, in front of
     the Ice Princess's tent.

                             COMMISSIONER GORDON
               The evidence is purely
               circumstantial.  We found this,
               stained with blood, in the missing
               girl's dressing room ...

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

     INT. WAYNE MANOR - LIVING ROOM--NIGHT 

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

                             BRUCE
               Selina, I'm just gonna check on
               those chestnuts, Alfred was roasting ...

     He slouches out.

     INT. WAYNE MANOR FOYER--NIGHT 

     Bruce sprints INTO FRAME, nearly colliding with his butler.

                             BRUCE
               Sorry, Alfred, I have to get to the
               Plaza.  You heard Penguin, he was
               practically begging me to show.

                             ALFRED
               Which is why I hoped you'd snub him.

                             BRUCE
                      (backing out)
               'Fraid I can't.  There's been a
               kidnapping ... Tell Selina ...
               Ms. Kyle ... that some business came
               up -- no, tell her some major deal
               fell through, she'll feel sorry ...
               No, no, here's what to do, just tell
               her ... let her know that I ... not in
               a dumb "Be my girlfriend way," but --

                             ALFRED
               I will relay the message.

                             BRUCE
               Alright, thanks.

     Bruce bolts.

     INT. LIVING ROOM--NIGHT 

     Selina waits a moment, then sneaks out, into:

     INT. THE FOYER--NIGHT 

     Where she bumps into Alfred.

                             SELINA
               Alfred!  Hi.  I --

                             ALFRED
               Ms. Kyle.  Mr. Wayne told me to
               tell you that --

                             SELINA
               Mr. Wayne.  Bruce.
               Yes ... Would you tell him for me
               that I've been going through a lot
               of changes and ... no, don't say
               that.  Just ... this is not a
               rejection, my abruptly leaving,
               it's ... In fact, tell him he makes
               me feel the way I hope I really
               am ... no ...
                      (laughing)
               If you whip up a sonnet,
               something -- a dirty limerick ...

                             ALFRED
                      (smiles, assures her)
               One has just sprung to mind.

     Selina laughs, exits.

     INT. BATCAVE--NIGHT

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

     INT. SELINA'S VOLKSWAGEN--NIGHT

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

     EXT. COUNTRY ROAD--NIGHT

     The VOLKSWAGEN CHUGS away.

     EXT. A GOTHAM ALLEY--NIGHT

     The Batmobile coasts into a deserted alley.  Batman bounds
     forth and activates the car's security shields.

     EXT. GOTHAM PLAZA--NIGHT

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

                             MAYOR
               People .. fellow citizens ...
               There's no need for panic, this
               can still be a party that Gotham
               will remember for --

     His tremulous voice overwhelmed by SHRIEKING feedback.

     EXT. GOTHAM ALLEY--NIGHT

     Led by the Poodle 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.

     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.

     EXT. ATOP A GOTHAM PLAZA BUILDING--NIGHT

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

                             MAYOR
               ... incess will be safely ... atman
               will be brought in for ques ...

     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.

     EXT. GOTHAM ALLEY--NIGHT

     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 is placed carefully
     beneath the vehicle.

     EXT. LOFT LEDGE--NIGHT

     The viewer catches Batman on the last squeak of a swoosh-
     ing ride, into:

     INT. LOFT--NIGHT

     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:

                             BATMAN
               Gotta hurry.  I was set up to look
               like I did this --

                             ICE PRINCESS
               No sweat, I'll just tell the police
               I was kidnapped by an ugly little
               birdman with fish breath.

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

     She drops from the ceiling.

                             CATWOMAN
               Yummy, I haven't been fed all day.

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

                             BRUCE
               Eat floor.  High fibre ...

     Catwoman springs up, pouting.

                             CATWOMAN
               Hey stud:  I thought we had
               something together.

                             BATMAN
               We do.

     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.

                             CATWOMAN
               Gotta go, girl-talk, guys keep
               out!

     Batman swats away the flying chair and hustles after
     them.  The door is dead-bolted.  He crunches it open.

     EXT. FIRE ESCAPE--NIGHT

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

     EXT. GOTHAM ALLEY--NIGHT

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

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

     EXT. FIRE ESCAPE--NIGHT

     Batman crashes up the last flight, onto...

     EXT. BUILDING ROOFTOP--NIGHT

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

                             ICE PRINCESS
               She let me go.  I think 'cause
               I reasoned with her, girl to girl.

                             BATMAN
                      (cautious, approaches)
               Okay .. just slowly move toward
               me ... away from the edge ...

     As the Ice Princess takes a tentative step forward:

                             PENGUIN'S VOICE
               Look out -- lawn dart!

     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
               No -- don't panic --

     Batman bounds to her aid, but the Ice Princess steps
     back, away from the bats, losing her balance ...

     One sweeping Klieg-light catches Batman as he rushes
     at the Ice Princess, arms outstretched to save her.

     The other Klieg lights the Princess herself, as she
     topples off the building!

     EXT. GOTHAM PLAZA--NIGHT

     A huge crowd is gaping up at the terrible scene.

                             CROWD MEMBER
               Batman?  Batman pushed the
               Princess!

     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.

     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 uopn the crowd, violently
     rearranging a hundred hair-do's.

     EXT. BUILDING ROOFTOP--NIGHT

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

                             PENGUIN
               Bats with wings, do your things ...

     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.

                             BATMAN
               Wait --

                             COMMISSIONER GORDON
               Hold your f--

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

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

     EXT. TERRACE--NIGHT

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

                             CATWOMAN
               You're catnip to a girl like me:
               handsome, dazed, and to die for.

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

                             BATMAN
               A kiss under the misteltoe.
               Mistletoe can be deadly, if you
               eat it ...

                             CATWOMAN
               But a kiss can be even deadlier,
               if you mean it.

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

     EXT. TERRACE--NIGHT

     Still straddling the winded Crusader:

                             CATWOMAN
               You're the second man who killed
               me this week.  But hey, no prob ...
               I've got seven lives left.

                             BATMAN
               I tried to grab you -- save you --

                             CATWOMAN
               Seems like every woman you try to
               save ends up dead, or deeply
               resentful.

     She savagely pulls him up.

                             CATWOMAN
               Maybe it's time to retire.

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

     EXT. IN AIR--NIGHT 

     As Batman falls, a pair of balsa wood-enforced, black
     cloth kite-wings extend out and open.

     EXT. PLAZA BELOW--NIGHT

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

     EXT. GOTHAM ALLEY--NIGHT

     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.

     EXT. THE TERRACE--NIGHT

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

                             CATWOMAN
               You said you were going to scare
               the Ice Princess.

     Penguin is standing here, with a battered Tiffany box.

                             PENGUIN
               And I kept my word!  The lady
               looked terrified.

     He opens the box, revealing a hideous engagement ring.

                             PENGUIN
               Let's consummate our fiendish union!

                             CATWOMAN
                      (sneers)
               I wouldn't touch you to scratch you.

                             PENGUIN
               I oughta have you spayed!  You
               sent out all the signals!

                             CATWOMAN
                      (moment of doubt)
               Did I?  Only 'cause my mom trained
               me to, with a man... any man, all
               men --
                      (slaps her forehead)
               Corn dog!

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

                             CATWOMAN
               Me, domesticated?  By you?  I doubt
               it!  You repulsive... awful...
               penguin.

                             PENGUIN
               The name is Oswald Cobblepot.

     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...

                             PENGUIN
               And the wedding's been called off.

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

     EXT. GOTHAM SKYLINE--NIGHT

     Catwoman whirls through the Gotham sky.

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

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

     INT. A PENTHOUSE GREENHOUSE--NIGHT

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

     EXT. PLAZA--NIGHT

     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.

     INT. CAMPAIGN BUS--NIGHT

     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 bonus, there's a mini-steering wheel.  Cackling,
     Penguin grabs it.

     EXT. GOTHAM ALLEY--NIGHT

     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.

     INT. THE BATMOBILE--NIGHT

     Batman pounds his fist into a Batmobile window to no
     effect.  Penguin's face comes on the screen the same way
     Alfred's innocuously did before.

                             PENGUIN (screen)
               Don't adjust your set.  Welcome
               to the Oswald Cobblepot School
               of Driving.  Gentleman, start
               your screaming...

     The vehicle thunders forward, slamming him back.

     EXT. THE BATMOBILE--NIGHT

     blasts from an alley, freaking out his pursuers, and
     makes a wild turn into the street.

     INT. CAMPAIGN BUS--NIGHT

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

                             PENGUIN
               Maybe this is a bad time to mention
               it, but my license has expired.
               Of course, so have you.

     INT. THE BATMOBILE--NIGHT

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

     INT. CAMPAIGN BUS--NIGHT

     PENGUIN plays his controls like the Phantom of the Opera.

     INT. BATMOBILE--NIGHT

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

                             PENGUIN
                      (onscreen)
               Batman... I know you're not having
               a swell time, but lemme tellya:
               Taking control of your vehicle,
               mowing down decent people, and
               laying the bad vibes squarely on
               you ... makes the hairs in my
               nose tingle.

     EXT. GOTHAM PLAZA--NIGHT

     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.

     INT. BATMOBILE--NIGHT

     As Batman continues to tear at his console:

                             PENGUIN
                      (onscreen)
               Just relax, and I'll take care of
               the squealing, wretched, pinhead
               puppets of Gotham.

     EXT. ANOTHER GOTHAM STREET--NIGHT

     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.

     INT. CAMPAIGN BUS--NIGHT

     Penguin licks his lips as the Batmobile zooms toward her.

                             PENGUIN
               Helpless old lady at twelve o'clock
               high.

     He presses down on the accelerator.

     INT./EXT. THE BATMOBILE--NIGHT

     Batman yanks open a ceiling panel, revealing another
     myriad of wires and fuses.  He stares with harsh
     concentration.  He pulls out a round fuse.

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

     EXT. GOTHAM STREET--NIGHT

     The steel jack-type device again explodes out of the
     bottom of the Batmobile, lifting it up off the ground.
     But instead of going into a simple, suave 180 twist,
     the 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.

     INT. THE BATMOBILE--NIGHT

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

     INT. CAMPAIGN BUS--NIGHT

     Penguin twists the Square knob some more, as he squawks:

                             PENGUIN
               Ya gotta admit ... I've played
               this stinking city like a harp
               from hell!

     EXT./INT. THE BATMOBILE--NIGHT

     spins even faster.  Batmobile 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 find the gang's
     Beacon Rod.

     He snaps it in half.

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

     INT. CAMPAIGN BUS--NIGHT

     Frustrated, Penguin pounds the controls.

                             PENGUIN
               Came this close to a perfect
               evening!  Iced the princess.  Blew
               away Batman.  Almost got married.
               Killed the bitch.  This close..!

     EXT. STREET--NIGHT

     The two Police Cars give chase, blowing out their
     weaponry at the Batmobile.

     INT. THE BATMOBILE--NIGHT

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

     DEAD-END STREET

     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.

                             POLICEMAN
                      (shouts)
               He'll never fit!

     INT./EXT. THE BATMOBILE--NIGHT

     The Batmobile streaks closer to the building.  The cops
     continue to fire.

     Batman sparks two wires together.  The windshield wipers
     come on.

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

     The buildings loom before the windshield.

                             BATMAN
                      (with a strange laugh)
               Now I'm a little worried....Oh.

     Batman connects two wires.

     EXT. BATMOBILE--NIGHT

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

     EXT. THE STREET--NIGHT

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

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

     The Bat-missile-mobile slashes out of the gap.  Then does
     a suave, angled speed skate around a corner.  And
     disappears.

     EXT. PLAZA--NEXT DAY

     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
               ... So he survived ... C'mon, be a
               mensch, stand t...

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

                             PENGUIN
               He didn't even lose a limb, an
               eyeball ... bladder control ..

                             MAX
               Point is, listen to them.  They've
               lost faith in old symbols.
               They're ready to bond with you, the
               icon of the future.  If it works,
               don't fix it...

     He fairly pushes the grumpy Penguin onto a platform.

                             MAX
               We'll celebrate tonight, at my
               annual Max-squerade ball.  Shreck
               and Cobblepot, the visionary
               alliance.

     Penguin takes the mike, looking grouchy and uninspired.

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

     This heartens Penguin.  He quickly rises to the occasion.

                             PENGUIN
                      (booming squawk)
               When it came time to ensure the
               safety of our city, did the Mayor
               have a plan?  No, he relied on a
               man.  A "bat" man.

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

     INT. WAYNE MANOR STUDY--DAY

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

                             PENGUIN
                      (onscreen)
               A ticking time bomb of a costumed
               freak who finally exploded last
               night, spraying this city with
               shrapnel of shame!

     Bruce rises.  Rolls up a sleeve as he moves to his aquarium.
     Sticks in his arm, puts two fingers through the window of a
     miniature Wayne Manor.  Fish swarm his wrist...

                             ALFRED
               I'm less worried about this ghastly
               grotesque... more concerned about
               repairing the Batmobile.  It's not
               as though we can simply bring it
               to any old Joe's Body Shop.  Is
               it, sir?

     Bruce pulls out a key.  And laughs.

                             BRUCE
               Hey, who let Vicki Vale into the
               Batcave?  I'm sitting there
               working, I turn around, it's like,
               "Oh hi, Vick, c'mon in."

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

                             BRUCE
               Selina ... more facets than Vicki,
               huh?  Funny, but sort of mysterious...

                             BRUCE
               "Affair" ... yes, maybe ... if
               she ...

                             ALFRED
               I think I'll take the stairs.

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

     INT. THE BATCAVE--DAY

     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.

                             PENGUIN
               You ask, am I up here for personal
               glory?  Ha ... I toiled for many
               years in happy obscurity, beneath
               your boulevards ... No, the glory
               I yearn to recapture, is the Glory
               of Gotham ...!

     Alfred, all the while, is manning his own console.  He's
     punches in a command, "Find Frequency", which quickly
     brings up the read-out "Frequency Found".  His next typed
     command, "Jam Frequency" soon yields the read-out
     "Frequency Jammed."

     Alfred nods to Bruce:  time to play.  Bruce presses Play.

     EXT. GOTHAM PLAZA STAGE--DAY

                             PENGUIN
               How can this be accomplished?  I
               know you're all concerned.

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

                             PENGUIN'S VOICE
               Hey, just relax and I'll take
               care of the squealing, wretched,
               pinhead puppets of Gotham.

     Penguin is stunned.

                             PENGUIN
               Wait a sec -- I didn't say that.

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

                             PENGUIN'S VOICE
               Ya gotta admit ... I've played this
               stinking city like a harp from
               hell!

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

     INT. THE BATCAVE--DAY

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

     EXT. GOTHAM PLAZA--DAY

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

                             PENGUIN'S VOICE
               "This stinking city, stinking
               city ..."

     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 gallops away from the mike -- bumping into
     Max Shreck, who is fighting to get off the platform.

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

                             PENGUIN
               Max!  Relax!  Josh and Jen'll put
               a spin on this.  We'll talk it over
               tonight, at your costume par--

                             MAX
                      (shakes his head)
               I think you'd feel out of place at
               my party.  You see, it's for
               winners.

     He scrams.  Leaving Penguin wiping his face and wondering:

                             PENGUIN
               Why is there always someone who
               brings eggs and tomatoes to a
               speech!?

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

     EXT. GOTHAM PARK--DAY

     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 from, many Christmases ago -- splash-
     ing deep into the icy brook.

     INT. PENGUIN'S LAIR--DAY

     Penguin trudges, head down, out of the abyss of his sewer
     pipe back 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.

                             PENGUIN
               My babies ... Did you miss me?

     As he docks his Duck, the remaining members of the Red
     Triangle Circus Gang straggle into the lair through 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.

                             PENGUIN
               My name's not Oswald, it's Penguin!
                      (burst of renewal)
               I am not a human being!  I'm an
               animal!  A cold-blooded one.
               Crank the a.c.!

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

                             PENGUIN
               I'm glad this happened.  I've
               learned a little somethng:  I
               don't want their "love".  Their
               "love" is false and suffocating.
               Ah, but their hatred and disgust
               -- that frees me!  Anyway it's
               too damn muggy up there!
               Christmas, right?  And I'm
               schvitzing.

     The Gang clucks its sympathy.  Penguin claps his hands.

                             PENGUIN
               Where's my list!?  Bring me the
               names!

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

                             PENGUIN
               It's time.  What I've been waiting
               for my whole putrid life.  They 
               had their chance, they blew it,
               and now they'll pay ...

     Penguin hops around with dark glee, like Rumpelstiltskin.

                             	PENGUIN
               Oh, what a collosal bill has come
               due!  Gotham will never forget.

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

                             PENGUIN
               These are the first-born sons of
               Gotham City!  Like I was!  And
               just like me, a terrible fate waits
               for them.

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

     INT. THE BATCAVE--NIGHT

     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 the invitation to tonight's
     ball -- away from him, as though it smells.

                             ALFRED
               Mr. Wayne ... a reminder:  Tonight
               is that loathsome party, hosted
               by that odious Mr. Shreck.  May we
               RSVP in the resoundingly negative?

                             BRUCE
               I'm tempted, but ... well ... it
               is an occasion for celebration,
               and ... umm ... Selina will probably
               be there ...

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

                             BRUCE
                      (ambiguous smile)
               You'll never guess.

     INT. THE SPOOKILY REBUILT DEPARTMENT STORE--NIGHT

     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.

                             MAX
               Attention Shoppers...

     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 Christmas decorations shine.  The whole store has
     been bathed in seductive nightclub lighting.

                             MAX
               Like this splendid department
               store, Gotham can quickly bounce
               back from the tumult of the past
               days ... So deck the halls, and
               shake your booties!

     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.

                             JOSH
               Jen, look over there, but don't
               stare.

                             JEN
                      (staring)
               My god.  How rude.

     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,
     trading chilly smiles.

                             MAX
               Ingenious costume.  Let me guess
               ... Trust-fund goody-goody?

                             BRUCE
               Course you're feeling fine ... You
               almost made a monster the Mayor of
               Gotham City.

                             MAX
               I am the light of this city.  And
               I am its mean, twisted soul.  Does
               it really matter who's the "mayor"?

                             BRUCE
               It does to me.

                             MAX
               Yawn.

     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.

     INT. STORE DANCE FLOOR--NIGHT

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

                             CHIP
               Selina ... Ms. Kyle... May I have
               this --

     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
               Sorry about yesterday ... Some big
               deal came together, no, fell
               through, and --

                             SELINA
               'S'okay, I had to go home, feed my
               cat.

                             BRUCE
               No hard feelings?

     Selina presses against her partner.  Smiles.

                             SELINA
               Actually ... semi-hard, I'd say.

     Bruce blushes, steps back.  Selina does a sultry
     pirouette.

                             SELINA
               There's a big, comfy California
               King over in Bedding.  What say
               we ...

                             BRUCE
                      (ironic)
               Y'mean take off our costumes?

                             SELINA
                      (sad laugh)
               Guess I'm sick of wearing masks ...

                             BRUCE
               Same here.  So why'd you come
               tonight?

                             SELINA
               You first.

     Bruce presses close to her again.

                             BRUCE
               To see you.

     He waits for a response.  Selina pauses, then:

                             SELINA
               That's lovely and I really wish I
               could say the same, but ... I came
               for Max.

     At first, Bruce doesn't understand.

                             BRUCE
               You don't mean ... you and Max ..?

     Selina gives a harsh laugh, shakes her head.

                             SELINA
               This and Max.

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

     INT. THE SEWER BELOW THE STORE--EVENING

     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.

     INT. STORE--DANCE FLOOR--NIGHT

     Bruce and Selina continue to dance, emotions rising.

                             SELINA
               Now don't give me a killing-Max-
               won't-solve-anything speech,
               because it will.  Aren't you tired
               of this sanctimonious robber baron
               always coming out on top?  When he
               should be six feet under?

                             BRUCE
               Jesus, Selina, you're not the judge
               or the jury... I mean, just who do
               you think you are?

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

     They glide together beneath a piece of hanging mistletoe,
     and she gives a soft, almost regretful kiss.  And laughs.

                             SELINA
               A kiss under the mistletoe.
               Mistletoe can be deadly, if you
               eat it ...

                             BRUCE
               But a kiss can be even deadlier,
               if you mean ... it.

     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.

     Meanwhile Selina's hand explores under Bruce's shirt, finds:

                             SELINA
               The puncture wounds I gave you.
                      (wearily)
               Oh god ... does this mean we have
               to start fighting now?

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

                             SELINA
               ... What do we do?

                             BRUCE
               I don't know.  Till we figure it
               out, let's ... let's keep dancing.

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

     Alfred is standing next to Commissioner Gordon, watching.

                             GORDON
               A darling couple.

                             ALFRED
               Yes, made for each other ...

     Abruptly a square of dance floor EXPLODES, sending Bruce,
     Selina, Chip, Max, Josh, Jen, Alfred, Gordon, et 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!

                             PENGUIN
               You didn't invite me, so I
               crashed!

     Once again, the Mayor steps forward.

                             MAYOR
               What do you want ... "Penguin"?

                             PENGUIN
               Nothing from you ... "Putz".

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

                             PENGUIN
               Right now, my troops are fanning
               out across town, for your
               children ...
                      (over gasps)
               Yes, for your first-born sons ...
               The ones you left helpless, at
               home, so you could dress up like
               jerks, get juiced on Max's
               Shreggnog...

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

                             PENGUIN
               I've personally come for Gotham's
               favorite son ... Mr. Chip Shreck!

     The Organ Grinder grabs a struggling Chip holding him with
     an ornate handgun.

     A woozy Selina turns, to her dance partner:

                             SELINA
               Bruce ... we have to do someth ...

     Then trails off.  Bruce has slipped away, in the confusion.

     Penguin crows, as Chip is hustled over to the Rubber
     Duck:

                             PENGUIN
               You're coming with me, you Great
               White Dope!  To die, way down in
               the sewer!

                             MAX
               Not Chip!  Please!  Penguin ...
               If you have one iota of human
               feeling, you'll take me instead.

                             PENGUIN
               I don't.  So, no.

                             MAX
                      (grabs Penguin's coat)
               I'm the one you want!  Penguin,
               please!  Ask yourself:  Isn't it
               Max Shreck who manipulated and
               betrayed you?  Isn't it Max, not
               Chip, whom you want to see immersed
               up to his eyeballs in raw sewage?

                             PENGUIN
                      (removing Max's hands)
               Okay, you have a point.  Plus, the
               hysterics are getting on my nerves.

     Then barks:

                             PENGUIN
               Let Knute Rockne live.  For now.

     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 into the hole, the
     penguins cover the escape by firing a smokey volley:

     Smoke bombs ... that create massive, coughing chaos ...

     EXT. GOTHAM CITY - NIGHT (MONTAGE)

     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.

                             DARLING LITTLE BOY
               Finally.  The tooth fairy ... What
               do I get?

         We see he's lost a front tooth.

                             CLOWN
               Why, the ride of your life.  Hey
               c'mon, little guy ...

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

     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:

                             NANNY'S VOICE
               Billy ... If you're not brushing,
               I'll tell your Mama ...

         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, bundled babes handed through windows, doors ...

     INT. LAIR - NIGHT

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

                             PENGUIN
               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.

                             PENGUIN
               To cut down a whole crop of
               Gotham's most promising, before
               their prime...

     He gestures at a brown-ish gurgling subterranean lake.

                             PENGUIN
               How do I lure 'em in, you ask?

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

                             PENGUIN
               Little "Pied Penguin" action...

     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.

                             PENGUIN
               And you get to watch them all sink,
               in a deep puddle of your industrial
               by-products.  Then you join them.
               Tragic irony or poetic justice?
               You tell me.

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

     EXT. "CIRCUS TRAIN" - NIGHT

     The lead circus wagons in a long caravan of wagon, 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:

                             ORGAN GRINDER
               Would'ya hurry up loading those
               kids already..?

     A shadow falls... The silhouette of a caped figure...
     Batman reaches down and yanks the Organ Grinder UP out
     of frame!

     INT. LAIR - NIGHT

     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.

                             PENGUIN
                      (dry run)
               This way, kiddies ... Jump right in!

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

                             PENGUIN
               So ... Where're the kids?  Don't
               tell me they stopped at McDonald's ..?

                             THIN CLOWN
               Boss ... he's got a note!

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

                             PENGUIN
               "Dear Penguin:  The children
               regret they're unable to attend.
               Have a disappointing day.  Batman."

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

                             PENGUIN
               You're the messenger.  It doesn't
               make sense to shoot the messenger.

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

     INT. ELSEWHERE IN THE LAIR--NIGHT

     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.

                             PENGUIN
               My penguins ... We stand at a great
               threshold.  It's okay to be
               scared.  Many of you won't be
               coming back ...

     He's choked up.  He has to pause, compose himself.

                             PENGUIN
               Thanks to Batman, the time has
               come to punish all God's chillun ...
               first, second, third and fourth-born,
               why be biased?  Male and female ...
               hell, the sexes are equal with
               their erogenous zones blown sky-high ...

     In this area are TV monitors scavenged from the Arctic
     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.

                             PENGUIN
               Forward, march!  The liberation of
               Gotham has begun!

     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:

                             PENGUIN
               The Grinch just stole Christmas.
               I'm gonna kill it, barbecue it,
               chop it up and chew its bones!

     INT. A SEWER--NIGHT

     All is quiet in a musty sewer.  Then a buzzing noise 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.

     EXT. GOTHAM CITY STREET--NIGHT

     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.

     INT. THE SEWER--NIGHT

     As he rockets ahead, Batman communicates through a
     strange phone device:

                             BATMAN
               I'm homing in on the signal's origin...

     INT. BATCAVE - SAME TIME

     Alfred is poised at the same console at which he'd
     jammed Penguin's speech.

                             ALFRED
               Ready when you are, sir.

     INT. THE SEWER OF BATMAN--NIGHT

     Batman motors further...

                             BATMAN
               Got the coordinates.  They're --

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

                             BATMAN
               As I was saying...

     INT. THE LAIR--NIGHT

     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...

                             PENGUIN
               The Christmas Eve of Destruction -- !

                             FAT CLOWN
               ... eight, seven...

                             PENGUIN
                      ("sweetly" sings)
               Silent night, violent night...

                             FAT CLOWN
                      (sings along)
               All is shrill, all is blight...

     EXT. GOTHAM STREET LEADING TO PLAZA--NIGHT

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

     INT. BATCAVE - SAME TIME

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

                             BATMAN (V.O.)
               ... 28 degrees west.  Shall we?

                             ALFRED
                      (punching buttons)
               Let's dance.  Sir.

     The read-out reads:  FREQUENCY JAMMED.

     EXT. THE REGIMENT OF PENGUINS--NIGHT

     The Penguins' headgear begins to whine and rattle.

     The penguins simultaneously turn and trot away from the
     Plaza.

     INT. THE LAIR--NIGHT

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

                             PENGUIN
               Ah, Gotham.  You wouldn't put me
               on a pedestal, so I'm laying you
               on a slab!

     Meantime the Fat Clown is frantically punching the
     controls.

                             FAT CLOWN
               Well, um... funny thing, your
               penguins... they're not responding
               to the launch command.  Fact
               they're kind of turned around
               now... Like someone jammed our
               signal...

                             PENGUIN
               But who could've ... no, don't say
               it.

                             FAT CLOWN
               My lips are sealed.

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

                             PENGUIN
               I'm starting... just starting...
               to lose my temper, now.

     EXT. GOTHAM PARK - NIGHT

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

     INT. THE LAIR--NIGHT

     Penguin grabs the nearest umbrella and jumps into his
     Rubber Duck.

     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 stairs -- then rides it
     all the way up the stairs, and out of the lair.

     Meantime 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.

     INT. SEWER - NIGHT

     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 reaches a fork in the sewer pipes.  At
     the last second he spins the wheel, steering into the
     pipe that angles up.

     EXT. ARCTIC WORLD--NIGHT

     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 alights, 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:

                             PENGUIN
               I think you're jealous that I'm a
               genuine freak, and you have to wear
               a mask!

                             BATMAN
               Maybe you're right.

     Penguin jumps down, off Batman.

                             PENGUIN
               But in the end all that counts, is:
               Who's holding the umbrella?

     He activates his umbrella -- a long blade protrudes.
     In response, Batman pulls out his 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 here? --
     his poker-faced Penguin commandos.

                             PENGUIN
               My babies ...

     Batman turns to look -- and Penguin lunges with his
     umbrella-sword.  Batman swipes at it, dropping his
     button-weapon in the process.

     Cackling, Penguin snatches it up.  Aiming it at Batman,
     he vengefully presses the button.

     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.

     INT. THE LAIR - NIGHT

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

     EXT. ARCTIC WORLD - NIGHT

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

     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 ...

     EXT. ZOO GROUNDS--NIGHT

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

     INT. THE LAIR--NIGHT

     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 Lair's ominously
     buzzing electrical generator.

                             MAX
               I don't know what you want, but I
               know I can get it for you with a
               minimum of fuss.  Money, jewels, a
               very big ball of string...

                             CATWOMAN
               Your blood, Max.

                             MAX
               My blood?  I ... I gave at the
               office.

                             CATWOMAN
               A half-pint.  I'm talking gallons.

     EXT. ARCTIC WORLD - NIGHT

     Batman darts to the Observation window and looks down at
     the struggling Catwoman and Max below.

     He hooks a grapple to the edge of the glass.

     INT. THE LAIR--NIGHT

     Catwoman continues to drag a balky Max toward the
     generator.

                             MAX
               Let's make a deal.  Other than my
               blood, what can I off--

                             CATWOMAN
               Sorry, Max.  A die for a die.

                             MAX
               Either you've caught a cold, or
               you're planning to kill me.

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

                             MAX
               You're not just saving one life,
               you're saving a city and its WAY
               of life.

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

                             BATMAN
               First you're gonna shut up.  Then
               you're gonna turn yourself in.

                             CATWOMAN
               Don't be naive.  The law doesn't
               apply to people like him!  Or us --

                             BATMAN
               Wrong on both counts.

     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:

                             BATMAN
               Why are you doing this?  Let's
               just take him to the police, then
               go home together ...

     She's still for a moment, considering.

                             BATMAN
               Don't you see, we're the same... split
               down the middle... please...

     Batman rips off his mask, looks straight at 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.

                             CATWOMAN
               I just couldn't live with myself.
               So don't pretend this is a happy
               ending.

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

                             MAX
               Selina!  Selina Kyle!?  You're
               fired!  And Bruce -- Bruce Wayne!
               Why are you dressed up as Batman?

                             CATWOMAN
               He is Batman, you moron.

                             MAX
                      (raising the gun
                       again)
               Was.

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

                             CATWOMAN
               You killed me, Batman killed me,
               Penguin killed me.  Three lives
               down.  Got enough bullets to
               finish me off?

                             	MAX
               One way to find out?

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

                             SELINA
               Four, five.  Still alive.

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

                             BRUCE
               Selina ... please, stop ...

     Max shoots her other leg and the hand holding the stun-
     gun, blowing away the barrel.  Selina's left gripping a
     sparking gun-butt.  She hobbles forward.

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

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

                             SELINA
               Hmm, two lives left.  Think I'll
               save one for next Christmas.
               Meantime how 'bout a kiss, Santey
               Claus?

     A panicked Max has backed against the generator.

                             CATWOMAN
               You're the light of Gotham City?
               So be the light of Gotham City!

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

                             MAX
                      (seriously weirded)
               What're you --

     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.

     EXT. GOTHAM PLAZA--NIGHT (SAME TIME)

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

     The Batm 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 ...

     INT. THE LAIR--NIGHT

     Catlike screams of joy waft out off the mysterious mist of
     wattage.

                             BRUCE
               Se-li-na Kyle...

     Bruce frantically searches the thickening mist...
     but finds only Max's body, not Selina.  He stumbles back,
     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.

                             PENGUIN
                      (pants)
               Gotta crank the a.c.  Stuffy in
               here.

     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
               Shit.  Picked the cute one.
               Heat's gettin' to me ...

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

                             PENGUIN
               Hey.  You ... wouldn't blow away
               an endangered bird ...

     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
               You wouldn't shoot me in the back ...
               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.

                             PENGUIN
               I'm overheated, is all ... I'll
               murder you, momentarily ...

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

                             PENGUIN
               But first, a cool drink ...

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

                             PENGUIN
               Of ice-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 silently 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.

     EXT. GOTHAM PLAZA--NIGHT

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

     EXT. CITY HALL--NIGHT

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

                             GORDON
               Think he'll ever forgive us?

                             MAYOR
               Probably not.  But he'll always
               help us.

     EXT. WAYNE ROLLS-ROYCE--NIGHT

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

                             BRUCE
                      (numb)
               I guess this mean we won.

                             ALFRED
               Yes, I suppose that we did.

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

                             ALFRED
               Well ... Come what may... Merry
               Christmas, Mr. Wayne.

                             BRUCE
               Right.  Sure.  And "Peace on earth,
               good will toward men."

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

     In time to see the shadow of something dart from the
     street into an alley.  Was it just a cat ..?  Or some-
     thing taller, shapelier?

     Bruce shivers.

                             BRUCE
               And women.

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

     AND CUT TO BLACK.




                              THE END