>> / Batman Returns

/ Batman Returns. .

: / Batman Returns.

/ Batman Returns

INT. A STUFFY MANSION--A NIGHT ABOUT THIRTY 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.

Disturbing other-worldly Gaas and Goos chill the air. Mother's moans turn to howls. The Father stops and gapes the cigarette holder out of his mouth to see a SCREECHING NURSE wail out of the mansion room and disappear down the other end of the hallway.

A TRAUMATIZED DOCTOR next plows out from the room; hold- ing his mouth in a frenetic gagging noise. The Father runs into the room. The viewer remains outside and hears the Father's subsequent screams.

INT. MANSION LIVING ROOM--CHRISTMAS EVE PAST--NIGHT

A bizarrely corrugated Cage, made up of wavy, barely separated black bars sits amid the plush elegant, 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 a Christmas classic.

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. The squealings stop.

AN ANGELIC CHILD in an undershirt and red boxer shorts steps into view to block the Christmas tree. The Child stares into the cage, his face contorting in horror.

MOTHER Honey, don't stare at your brother.

The angelic child runs off. Mother and Father simultan- eously 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 dies as the happy couple passes. They then brake at the railing of a storybook 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. 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 small wave that tumbles it onto the sanctuary's arctic island. 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 STORE--EARLY EVENING OF THE CURRENT ERA

where the Batman logo fills the frame with a portentous soundtrack boom. A playful salvo of snowballs reverber- ates against this image as the logo is revealed to be a hanging centerpiece in the window of a Batman merchandis- ing store, along with Batman sleds, lunch boxes, T-shirts, and ticking clocks.

EXT. GOTHAM PLAZA--EARLY EVENING

Bathed in pristine snow and packed with GIDDY 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.

A vivid electronic teletype reads: HAVE A MERRY ONE, GOTHAM CITY! YOU DESERVE IT! FOUR SHOPPING DAYS LEFT, GO-GO-GO!

Meeting up before a bustling department store called SHRECK'S, an AGGRESSIVELY 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 to the sweetly hooting delight of All-American Mom.

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.

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

The merrily promenading Consumers of Gotham City stop to joyously beam up to the stage to watch the Ice Princess scurry to a massive Red Button and press it down. This action causes a mammouth Christmas Tree to grandiosely come to light. The hypnotized crowd erupts into aahs and oohs.

INT. A VERTICAL SEWER GRATE--EVENING

Through a grand, vertical half-circle sewer grate, an older stranger pair of eyes peer. Taking the point of view of the eyes through the grate slats, one takes in the sight of the mammouth lit Christmas Tree, just as it did through the Playpen bars.

THE VOICE OF PENGUIN It is so beautiful, I could die. I must have been born around Christmas time, because every year I get the same intense desires to scream, cry, and freely engage in violent bodily eruptions.

EXT. OUTSIDE THE SEWER GRATE--EVENING

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

PENGUIN'S LIPS Gosh, I guess I should really get out more...

The planet's most beloved butler, ALFRED, marches past the sewer grate carrying a ludicrously wrapped object that is shaped like a mini-Tyrannosaurus Rex. He moves to the parked Wayne Rolls-Royce and pulls off a ticket from the windshield with a huff.

A PAPERBOY bustles up, holding up a newspaper headlined PENGUIN: MAN OR MYTH OR SOMETHING WORSE?

PAPERBOY Sir, read about the latest sighting of the Penguin creature! Says here he derailed a Trolley car into a modeling school for Gifted Children and then blew up a church where...

ALFRED Dear Boy, sometimes it is a pleasure to believe in fairy tales. Other times it is merely annoying...

Alfred cheerfully shakes his head as the Paperboy scampers off. Alfred suddenly feels a chill coming behind him. He turns to the sewer grate just as the slimy flippers recoil back away.

INT. INSIDE THE SEWER GRATE--EVENING

His back turned to the viewer and wearing a black, thick, full-length, and grimily wraith-like coat-cape, PENGUIN pulls back from the grate. He is lowered down from the grate to the sewer floor by a Rubber Duck Scissor-Lift Buggy apparatus being cranked by TWO DWARVES.

An eerily attentive gauntlet of wildly intense SOCIAL PIRATES, listens upward on either side of the macabre sewer tunnel--Depraved workers from a long since bank- rupted carnival. Unvibrantly made-up and demeanored CLOWNS who have never made anyone laugh brush up against STEELY DAMES in tight, tattered, and faded Magician Assistant Costumes. All members of the gang have a RED TRIANGLE painted over their left eye.

PENGUIN Look out and behold the joyous faces. All the wonderful smiles. I wish there was a way to keep all those wonderful smiles...

The fleshy-beaked Penguin grandly turns to reveal himself in his squat, quivering, quasi-mutant glory.

PENGUIN in a jar...where I could shake them up and watch them turn into mushy goo...Oh my outcast friends, I am about to become Gotham City's best nightmare.

Penguin elegantly opens up an umbrella to pass beneath a sewer drip. He flicks open an ornately odd timepiece that reads twenty minutes until seven.

PENGUIN This city is one big happy family....for about twenty more minutes. My previous crimes were party favors. Tonight, Gotham gets a real present.

Penguin lets off a homely squawk of laughter and juts forward through his chilling carny co-horts, who fall into line behind him.

EXT. BEFORE SHRECK'S DEPARTMENT STORE--NIGHT

AN ELEGANT GOTHAMCLOCK clacks to 15 till. A Limousine, passing beneath it, incongruously bearing a cutesy cat logo, rumbles to a stop before the Shreck store. Emerging out the limo is MAX SHRECK, the charismatic Master of Gotham City. A smattering of flashbulbs explode upon his placidly smiling face. Max is the quintessential Upstanding Citizen, owner of everything except perhaps a soul.

Following Max out is a legal pad scribbling, file grasping SELINA KYLE, his beautiful beneath bifocals and a subdued haircut assistant, along with a blindingly grinning yuppie superhero CHIP, muscles on the verge of shredding open his Brooks Brothers suit.

Max doles a gleefully robotic array of handshakes and waves, culminating in a slap to the Salvation Army Santa's back. He wings a twenty in Mr. Kringle's coffer as T.V. REPORTER BIX CARBONDALE.

BIX CARBONDALE Hello, Mr. Shreck, Bix Carbondale, Goth TV. Our viewers want to know what the man who has everything wants for Christmas?

MAX Clinches. Bix, I want clinches for Christmas. Peace in Gotham. Love between all Men and Woman. Understanding.

The small crowd applauds. Selina bobbles out a sheet of paper from a file, into a sewer grate. Chip shakes his head.

INT. BELOW IN THE SEWER--NIGHT

The sheet wobbles down to a sea of looking up through the darkness faces. Penguin's is in the middle, seething upwards at the grandstanding atop the grate Max.

PENGUIN Peace and Love and--oh, what I wouldn't give to be able to vomit upward. I, I must be getting sentimental. So many fools in Gotham City and I only want to kill one of them, and it's not even Batman. I despise Max Shreck more than the city itself, because he is the city itself. He wants Clinches for Christmas? How about smug, powerful businessman turned into squealing jelly by misunderstood monster.

EXT. TOP OF THE SHRECK BUILDING--NIGHT

The viewer goes from the bottom to the top. 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.

A group of men stand in the window of it, pointing down to the Plaza below.

INT. MAX SHRECK'S OUTER OFFICE--NIGHT

The Men staring down at Max are THE MAYOR and HIS STAFF. A Shreck Cat Logo Clock on the wall loudly clicks to 7:50.

HEAD STAFFER Mr. Mayor, how do you think Shreck is going to react when you tell him "No" on the chemical plant. I'm not sure he's exactly heard that word before. He might not know what it means.

MAYOR Max isn't just Gotham's primary business investor, he's my friend. My pal. And he'll respect my decision as Mayor...God, my city is beautiful.

EXT. THE MERCHANDISING STORE--NIGHT

The multitude of ticking Batwing clocks click toward seven o'clock. TWO BEAT COPS roam up before the window.

BEAT COP ONE So the woman said she felt a cold clammy flipper on her neck. When she awoke, she saw this thing with a nose that...

BEAT COP TWO Man, no more Penguin stories. Let Batman worry about it.

A LURID VOLUPTUOUS WOMAN with a massive Cindy Crawford mole times 90, in a long coat, sashays toward the uncom- fortably transfixed cops. She holds a large open compact over her face and pulls out some lipstick. From out the back of her coat, two PYTHONS slide down the backs of her legs.

INT. MAX SHRECK'S CONFERENCE ROOM--NIGHT

The Mayor and his staff scurry behind Max as he pushes open an imposing set of tall doors revealing his confer- ence room in its tech-noir splendor. On the wall are the words SHRECK CORPORATION and a logo of the friendly cat, along with a teletype that blows stock numbers by at an amusingly-impossible-for-a-real-human-to-read rate.

MAX SHRECK Sorry to keep you waiting, Mayor. How's the family? And your dachshund? King is his name, no?

MAYOR Uh, fine. We're all fine, well, actually the vet says my dog...

Max slides open a piece of an oddly O-shaped conference table and goes on to a bizarre chair in the open middle --part sci-fi, part Dentist. Max electronically spins the chair to whoever he addresses. Everyone hustles into seats around him.

MAX How interesting. You remember my assistant Selina Kyle, and of course, Chip.

SELINA .....hi.....

CHIP Gentlemen, I have the feeling we're about to make some serious cabbage.

SELINA (gulping courage) Before we get started, I was wondering if we could address the Education Initiative...

The men at the table gaze to Selina in dumbfounded silence. Max smoothly breaks it.

MAX SHRECK Before "we" start, I think our coffee needs to be addressed.

CHIP (super-smug) Double Expresso pour moi.

Selina gloomily backs out the door to the calls of "Me too", "Make mine a cappuccino" and "Do you have Decaf?"

SELINA But uh...

MAX SHRECK Selina. Go away. Do not fret, gentlemen, if our meeting goes well, I'll let you watch me spank her.

INT. OUTER OFFICE--NIGHT

Selina cringes at the subsequent laughter as a gleeful Chip slams the door behind her. Alone, by her desk, Selina begins to bang her forehead with the palm of her hand.

SELINA You stupid corn dog. Corn dog. Corn dog. Corn dog.

She sullenly scribbles "Obey" on a post-it pad which she then sticks on the edge of her computer beside a garden of other girlishly masochistic post-its like "Don't Have a Sense of Humor," and "Save it for your diary,". She sadly gnaws a piece of licorice from a package labeled MAX and sighs out the window to get a strange glimpse of a GIANT, WRAPPED, RED-BOWED PRESENT puttering between two buildings.

INT. THE CONFERENCE ROOM--NIGHT

Max spins to the Mayor. A Digital wall clock pings to 7:55.

MAX SHRECK Barring anymore aggressive embarrassment, I'd like to set a start date for the construction of my chemical plant.

The Mayor coughs into a response that must have sounded better during its bathroom mirror practice. Max confidently rises.

MAYOR Max Shreck, my friend, you're the pillar of this community. Pillar. There is no citizen whom Gotham values more. No citizen. Your buildings, your stores, your factories, your oil wells, your licorice...

MAX SHRECK Your point?

MAYOR I've got to refuse permission on the chemical plant construction. Those environmentalists have really been on my back. I just... I'm so sorry, I'll make it up to you, I'll...

His back turned to his guests, Max's pleasant demeanor chills into a look of horror; his smile gone for the first time. His naked glare of betrayal dies into a calm three second blink.

Keeping his voice barely under control, he comforts the sighing-in-relief Mayor and his staff. While speaking, Max reaches to an open MUSIC BOX THAT PLAYS NO MUSIC. A ballerina figure typically spins on top, but an odd arrangement of needles stick out of the exposed innards of the box. Max twists one of the needles.

MAX SHRECK Please, Mayor, don't drool. Or apologize. I appreciate your honesty. I mean, it is not the first time we have had a disagreement. (turning and smiling) Golly, actually it is, isn't it?

MAYOR (enthusiastically consoling) But I'm sure it's going to be the last time!

MAX SHRECK (clenched teeth) You're right.

Max's shuddering is distracted by the noise of a wowed crowd outside his window. Everyone bounds up to peek out....

EXT. GOTHAM PLAZA--NIGHT

The Gargantuan Christmas Present is rolling into the Plaza. Gothamites continue to gasp in wonder.

THE ADORABLE LITTLE GIRL It's the mostest prettiest thing I've ever....

EXT. BY THE WAYNE ROLLS ROYCE--NIGHT

Alfred gives his wrapped dinosaur a last fierce and painstaking push to get it into his trunk. Slamming the trunk hood down, Alfred looks to the big present. He is wary. The alarms on the nearby store's Batman clocks go off at seven o' clock.

INT. SEWER--NIGHT

Hearing the excited murmurs of the crowd above, Penguin grins and barks into his headset that has the meticulously crude flavor of a Renaissance contraption.

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, the sour creme de la creme of the GANG of SURLY CARNIVAL DENIZENS WITH RED TRIANGLES OVER THEIR LEFT EYES blitzkrieg the crowd, including the All-American Family. A pack of disturbingly leathered and helmeted BIKERS on Demonhead motorcycles with spiked-for-ice wheels joybuzz forth.

EXT. THE MERCHANDISING STORE--NIGHT

The Lurid Woman snaps down her compact to reveal she has lipsticked a red triangle over her left eye.

BEAT COP ONE The Red Triangle Circus Gang!

The Beat cops freak and reach for their guns, only to each find a python slithering up their leg.

EXT. THE PLAZA--NIGHT

Also scrambling out are TWO SNEERING BALD MEN, who wear massive BLADE TIPS encrusted atop their bare skulls like Industrial Mohawks. A ragged SWORD SWALLOWER struts forward tugging an excaliber from his salivating mouth. A YOUNGER SURLY PUNK appears wearing a lightly smoking neon sign, blinking the word CIRKUS, as a humongous chain necklace over his chest.

A STRONGMAN COVERED IN TATTOOS swipes the precious purse of the Adorable Little Girl and swallows it in one gulp. An appearing Alfred pushes him away and races off with the Little Girl.

The Carolers flitter off, shell-shocked. They absurdly continue to sing their carol in a frightened tone of voice.

The last one to emerge from the surrogate Trojan horse is a scowling creep in RINGMASTER garb--long black boots, tight white pants, along with a flowing scarf. He wears painted red triangles over his entire face and atop his head is the same bizarre headset Penguin wears. He casually elbows Santa to the ground.

RINGMASTER Ringmaster to Penguin. They love the present. My gang won't let you down.

INT. THE SEWER--NIGHT

Penguin savors the bedlam, dancing to the shrieks.

EXT. THE PLAZA--NIGHT

The Batman sled slams against a police car windshield. A disgruntled COMMISSIONER GORDON sputters out into his radio.

GORDON What are you waiting for? Turn it on!....Turn on the Light.

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 massive living room and then followed to another strategically set up mirror. The reflection glows against the face of a sitting-in-darkness Bruce Wayne. He moves out of the light.

INT. THE SEWER--NIGHT

Penguin gazes through the grate to behold the beacon in the sky.

PENGUIN Well, it's about time. Ooh, I'm so scared. Come on, Batman, you posterboy sell-out. I'm the real thing and you're just a gym

EXT. THE PLAZA--NIGHT

A fleeing Ice Princess shoves an Elderly Woman to the ground.

Various Red Triangle Circus Gang members sack the out- skirts of Shreck's department store, swiping goods and rearranging the window displays in obscene fashion. The head of a Mrs. Claus mannequin is belted into an oven.

The Massive Teletype reads: TIS THE SEASON TO BE JOLLY...

TERRIFYING CLOWNS scramble atop some wheeled Scaffolding (that houses the stage lights) and thunder quasi-antique artillery into the Christmas tree, blasting off ornaments and lights. The Knifeskulled Men savagely bow down and cut cables running up to the tree, cutting off its brilliant light.

The Massive Teletype reads: FA LA LA LA LA ---- LA LA LA LA.

INT. THE CONFERENCE ROOM--NIGHT

The Mayor drops his jaw along with the other men at the window.

MAYOR Oh beautiful, I'm going to get blamed for this.

EXT. THE PLAZA--NIGHT

Ringmaster and some of his co-horts stand back and laugh at the chaos. Their mirth is slowly strangled by the dreaded sound of a supersonically humming engine. The Innocent and the Profane stop beating and being beaten to look to the increasing engine noise.

The Batmobile rockets toward the viewer, the bat beacon reflecting off the windshield. The viewer's viewpoint moves through the windshield to face the harshly concen- trating BATMAN!

Making its megagrand entrance, the Batmobile plows through the gargantuan, opened present, shredding it to pieces.

Batman slams down a lever.

Oblong strips of the Batmobile sprout out from the vehicle's sides, like wings, to ferociously trip up darting past bikers and viciously lovetap various carnival hoodlums into spiraling upward unconsciousness.

Many Red Triangle Circus Gang Members, snarling minutes before, run away in hysteria. The Sword Swallower re- devours his sword and the Lurid Snake Charmer Dame scoops up her pythons.

The Terrifying Clown gunmen fire frantically down from the scaffolding as the Batmobile rams the wheeled platform from the back and drives it closer and closer toward the Batman merchandising store. THUGS IN NOVELTY NOSE AND GLASSES fulminate bullets at the back of the buffeting Batmobile.

Batman brakes the Batmobile. The Inertia-ed Scaffolding fiercely slams into the store, sending the Terrifying Clowns violently smashing down upon the memorabilia.

Batman twists a square black Knob. A powerful STEEL JACK-TYPE DEVICE jets out the bottom of the Batmobile and barber-seats the vehicle up off the ground. The Batmobile does a sharp 180 degree spin on the jack to face the firing thugs. Batman re-twists the knob. The jack slams back up into the Batmobile as the vehicle charges toward the novelty Bespectacled Gunmen.

INT. THE SEWER--NIGHT

A Bashed Gunmen slams down upon the sewer grate into the suddenly depressed Penguin's viewpoint.

PENGUIN (into head-set) Batman! Who invited him anyway? Ringmaster, don't panic! Just remember he's just some guy with a better costume. Complete your mission. We caused this chaos for a reason! To get Max Shreck!

EXT. THE PLAZA--NIGHT

Ringmaster dashes off toward the Shreck building, waving along the Neon Necklaced Punk, and the Knifeskulls.

RINGMASTER Oh yeah....Come on, men, we gotta get that Shreck guy.

With a cackle, the CIRKUS flashing punk gives a STRAY BLACK CAT an arching kick. The cat lands on his feet, giving the passing gang members a means-business glower.

THE BATMOBILE--NIGHT

With a joystick, Batman raises out a Gatlin-style gun, from the Batmobile, that fires out a wild, artistically modulated set of steel pieces, chunks, and arrows. With ridiculous precision, the steel projectiles slam through the spokes of the terrorizing motorcycles upending them and their riders into nasty convulsions.

Batman focuses upon the Tattooed Strongman angrily chasing Alfred and the Little Girl. He maneuvers the joystick that controls the steel spewing apparatus.

BATMAN Alfred, you rogue...

A steel star thunks into the back of the Strongman's head, crumpling him to the ground. Alfred stops to broadly beam at the passing Batmobile.

EXT. BEHIND THE STAGE--NIGHT

Batman steers behind the stage and bounds out. He activates the security cloak over the Batmobile.

INT. THE SHRECK CONFERENCE ROOM--NIGHT

The Mayor beams.

MAYOR I'm gonna get credit for this!

INT. THE OUTER OFFICE--NIGHT

A spooked Selina turns from the window to the sight and sound of the outer office doors heaving in and out from unseen ramming. She swerves toward the conference room. A bullet neatly destructs the left heel of her high heel shoe.

INT. CONFERENCE ROOM--NIGHT

Everyone freezes toward the commotion going outside the tall conference room doors. Chip takes off and folds his blazer, with a laugh of superiority.

CHIP Gentlemen, don't be afraid.

He cockily strides toward the noises when the doors slam open, crunching him out cold. Ringmaster and company scramble into the room. Neon Necklace is holding Selina.

MAX SHRECK Gentlemen, let's be afraid. (regarding inert Chip) Somebody is not getting a Christmas bonus. Good help is hard to...I'm sorry, can I help you?

RINGMASTER Definitely. We're here to kidnap the man who runs Gotham City.

MAYOR Oh no, please....

The Mayor and his staff break for the door. The Knifeskulls shove their skullblades against the necks of two of them. Neon flicks out a cumbersomely quirky stun- gun that has a stream of laser going from one skull ornament on one side of the gun to another skull on the other. He stuns the Mayor to his knees.

RINGMASTER (laughing, into headset) Did you hear that? The Mayor thought we were talking about him!

INT. THE SEWER--NIGHT

The Penguin squawks in laughter.

MAX Priceless! Tell Max he's raw scuzz and the epitome of the evil of banality...

INT. THE CONFERENCE ROOM--NIGHT

Ringmaster shoves on a pair of unusual brass knuckles. Protruding out of each knuckle is a small red fluid- filled syringe half.

RINGMASTER Max, you are raw scuzz and the epit-- (to headset) What was that second part?

INT. SEWER--NIGHT

Penguin quietly simmers.

PENGUIN Pinhead. Just. Lock away the Mayor. And bring Max down here now!

EXT. THE PLAZA--NIGHT

With a loud crack, Batman head-butts a rising up Biker back down to the ground. A gauntlet of drained bystanders and snapshooting Tourists cheer. Commissioner Gordon sidles up beside Batman, huffing to keep pace with the determinedly walking forward hero.

GORDON Thanks for the assistance, Batman. (with a good-natured huff) Thanks for doing everything and making us look like idiots. So it's the Red Triangle Circus Gang. Three years ago, their carnival went out of business and...

BATMAN I know who they are. They've improved.

GORDON The leaders are in the Shreck building. The Mayor and Max himself are up there. Do you need any...

BATMAN No.

GORDON But you can't just...

BATMAN Yes.

Batman quickens his pace, leaving Gordon and his words behind. He gives Alfred a subtle smile on his way to the Shreck building.

EXT. BEHIND THE STAGE--NIGHT

Another straggly squadron of Carnival creeps, including the Dwarves, ninja out from under a manhole and crawl toward the Batmobile.

A BAREFOOT WAIF IN PRE-FAIRY GODMOTHER CINDERELLA RAGS, and with a dirty bandage over one eye, climbs atop the Security cloak with a fascinatingly crude laser device.

The waif dexterously jimmies the laser and with a whoosh, the shield sputters off. Everyone eerily commences snap- ping pictures including the Penguin, poking his head out of the manhole.

PENGUIN Oh Batman, what you don't know, won't hurt me...

INT. SHRECK BUILDING HALLWAY--NIGHT

Neon Necklaced Punk holds his aggressively unique stun gun on Selina, pushing her down the hall. She awkwardly hobbles on one heel.

NEON NECKLACED PUNK Move it, low-life secretary...

SELINA I prefer low-life assistant, thank you. I probably should just shut up, but you know, this was 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. (with revealed anger) Oh, and next time, Scooter, remember to shoot the other heel.

With her existing heel, Selina slams out into Neonpunk's knee, knocking the stun gun out of his hand onto a nearby carpet and him to the ground.

He seethes in sync to his flashing Neon necklace then bolts up toward the stun gun on the center when suddenly the carpet is viciously pulled out from under him, somersaulting him into a vivid sparking heap.

Selina breathlessly turns to see Batman at the end of the carpet. He begins to roll it up, semi-oblivious to Selina's tentatively delirious verbiage.

SELINA Cheap but effective. How are you with pies and banana peels? There's more of them, coming around....Like the carpet, huh? A collector? Wow, the Batman-- or is it just Batman. You look a lot better in person...I, I'm...

BATMAN Nice shoes.

Batman hands a stunned Selina the stun gun and hoists up the rolled-up carpet, charging off.

EXT. BEHIND THE STAGE--NIGHT

The Batmobile's hood is up and its doors are open. Penguin's disciples continue to whisk around the Batmobile like paparazzi, flashing their cameras.

INT. ANOTHER HALLWAY CORRIDOR--NIGHT

A convoy lead by the two Knifeskulls swaggers out from Shreck's office. Ringmaster holds his syringe knuckles against Max's neck.

RINGMASTER How does it feel to know you're going to...

MAX Please...You're a pimple and I'm a respected face. I give you five minutes.

The rolled up carpet whooshes up in the air and smack dab impales itself on the blades of the Knifeskulls, locking them together. Batman, with a fist a piece, violently bashes them over.

MAX Make it two.

RINGMASTER You really think you can take me down, Mr. man-bat?

BATMAN Sure.

RINGMASTER One move and...

Batman gunslingers out his grapple speargun. The wired hook deftly smashes the syringes off Ringmaster's knuckles. Red fluid from the syringes splashes onto Ringmaster's hand. He howls and hobbles as Batman saunters toward him, reeling in his gun.

BATMAN Sh-h-h...

In one swift-straight arm gesture, Batman shoves the Ringmaster's skull into the wall, cracking the headset with a quick whine.

EXT. BEHIND THE STAGE--NIGHT

Penguin furiously yanks off his now also whining headset.

BATMAN Imbeciles. I knew I should have hired a better gang... Hey, it's a wrap.

Penguin's people stop their shutterbugging. The Batmobile hood is slammed shut and the Waif reactivates the security shield as the gang scrambles back into the manhole.

INT. THE HALLWAY--NIGHT

Ringmaster finally collapses out of the wall. Batman steps before his dropping body. Max reaches out for a firm handshake.

MAX SHRECK Batman. You certainly live up to your hype. I hope I am not being overly immodest in saying that this is your finest hour. By saving me, you have saved the city.

MAYOR (bustling up) Good evening, Caped Crusader! I never tire of watching you work. With me in the front office and you on the streets, we are one unstoppable crimefighting team. (to Max) Let's get some shots of the three of us...

The babbling Mayor is silenced as he turns to see that Batman is nowhere to be seen.

EXT. THE SHRECK BUILDING--NIGHT

An exhausted, quivering Selina wobbles out of the building with a sigh. She compassionately bends down to the black cat that was kicked earlier and picks it up. She shambles out through the devastation that was once a winter wonderland.

Max and Chip next saunter from the building, politely beaming to snapping flashbulbs. Max shakes some more hands and accepts some congratulatory arm squeezes.

BIX CARBONDALE How do you feel, Mr. Shreck?

MAX Boy Bix, I just want to curl up with some cocoa and watch this craziness on the news.

The bystanders and camera crews chuckle as Max and Chip march off toward the Shreck limousine. Max's smile de- materializes.

MAX I'm in a bad mood. Remind me to take it out on everyone.

Stepping forward to the limo, Max and Chip FALL THROUGH AN OPENING SEWER GRATE AND COMPLETELY OUT OF SIGHT.

INT. SELINA'S APARTMENT--LATER IN THE NIGHT

Selina lowers a dish of milk to her new cat, calling out.

SELINA Honey, I'm home!.....Oh that's right, I'm not married.

She wearily laughs at her private joke then takes in a view of her 90's quaint, too-protectively-feminine apart- ment -- pink carpet, a neon "HELLO SELINA" on the wall, a meticulously ornate doll house, a cactus in a pink pot, a sewing-needles-in-progress quilt, a paltry Christmas tree, and a pretty embarrassing assortment of stuffed animals. The cat purrs.

SELINA What did you just purr, Miss Kitty? "How can anyone be so pathetic?" Yeah, well, takes years of hard work, unappreciated hard work. At least I got to meet Batman, eh?

She absently triggers her new stun gun on and off then raises up a tiny remote square and fires it at her answering machine. As the voice of a STERN MOTHER fills the air, Selina tidys up her place. She retrieves Diet Cola cans and Shreck Yogurt cartons passing childhood pictures of a YOUNGER HAPPIER SELINA on a trampoline, on a horse, and on the side of a mountain.

STERN MOTHER'S VOICE Selina. This is 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. I mean really, why you insist on living in Gotham City alone...

Selina casually squeezes up her remote to fast forward the machine. As the Cat compassionately snuggles up beside her to the sound of her lame boyfriend, Selina kneels down to do some minute tooling on the rooms of her precious doll house.

LAME BOYFRIEND'S VOICE Selina, about that Christmas getaway we planned, I think we should break up instead. I'm not afraid anymore to say I need a woman who's going to treat me like a hero, not a zero. I...

SELINA (hurt fast-forwarding) Wow, the party never stops on Selina Kyle's machine? I guess I should have let him win that racquetball game.

Selina clomps into her kitchenette and turns on a faucet that wildly sprays out in all directions as her own voice comes on.

SELINA'S OWN VOICE Hi Selina, this is yourself calling. I'm reminding you that you better have brought home the Bruce Wayne file to work on, because Max Slavemaster is meeting with him tomorrow.

Wet and angry, Selina drops her remote and instead fires her stun gun on the answering machine, shutting it off. She again starts banging her forehead with her palm.

SELINA The File. You stupid corn dog. Corn dog. Corn dog. Corn dog... (putting on coat) You black cats are for real, aren't you?

EXT. THE GROUNDS OF THE OLD GOTHAM ZOO--NIGHT

The viewer plunges through the decrepit gates of a stag- gering, abandoned zoo--a centerpiece of a perverse World's Fair of another world. Snow-covered cages and pits that seem more terrifying empty than if filled with ferocious beasts.

The viewer connects up with a determinedly trotting, RATTY, SPIKY-HAIRED POODLE, wearing a strange pair of goggles. The Poodle's hair rises as he passes A SEEDY AND DECREPIT, BUT IMPRESSIVELY MAMMOTH AND COMPLEX POWER STATION, that crackles with frayed wires.

The Poodle swerves before a rickety rollercoaster that has three shoddy and malignant, Animal-motifed carts put- tering up different stages of the dilapidated track. An aberrant cross section of birds ride on one of them.

The Poodle swings toward the light of a cave lined with sparkling snow and ice and into....

INT. PENGUIN'S LAIR--NIGHT

The Lair where the Penguin baby found his home is now seen to be less dark, but still overpoweringly dramatic and bizarre. The track of the zoo's rickety roller- coaster curls through the grotto.

The cart full of birds rumbles through with its winged passengers flying off to join others flapping around.

A large squalid cage. Strange scaffolding half covers an enormous "Mission Control" panel that has been hodge- podged together with the flagrantly weird, idiosyncratic technology. Actual penguins of every size (except the gray bellied Emperors) heedlessly horseplay in the icy moat.

The Ratty Poodle takes his place at a large block of ice that serves as a conference table. Gabbing around the table are the familiarly bonechilling survivors of the Unwashed Carnival Creeps.

Everyone shuts up and goes into a standing ovation as Penguin rides out of the lair's vast, gaping sewer pipe in his Rubber Duck that now acts as a boat. The Tattooed Strongman is holding Max Shreck and Chip in behind him.

PENGUIN We have distinguished guests. Please make them feel at home...

The Circus Creeps go into shouts of "Boo" and "Can we torture them now" while pelting snowballs, ice airplanes and novelty gadgets at the beleaguered businessmen. Max begins to sit down at a chair at the end of the Ice conference table. Dwarf One pulls the chair out from under him. Max crashes to the ground. The gang explodes in laughter and the dwarf does a cute little bow.

The moodily pondering and freezing Max cautiously reseats himself. Chip makes a break. The Bearded Lady breaks off an Ice stalagmite and knee-caps him to the ground.

As Penguin snarls at Max, he is handed an array of sadis- tic umbrellas, which he casually tries and discards. One shoots out a flame, one pokes out a sword tip, one causes a goofy spinning hypno-vertigo swirl effect, another shoots a blast acid that melts through the middle of the table. Max loses composure, shivering and sweating.

PENGUIN Up there, Max, you're the master of Gotham City. Down here, the poodle gets a better parking space. You see, I hear your speeches about protecting the community, then see you dump toxic waste into the sewers. I listen through a sewer grate to you promising one thing, then see you through a ventilator shaft doing another thing. Don't get me wrong. I got nothing against being a two- faced weasel, or even dumping toxic waste -- Stuff works good on rat bites...

MAX Oh really, I didn't....

PENGUIN Shut up. It's just, why do you get to be a man of the people and I have to be the boogeyman. It's not fair!

A SMALL PENGUIN BIRD wobbles atop the table and stops to squawk-babble at Penguin.

PENGUIN You can say I'm jealous. You can say I'm bitter. In ten seconds, you're going to say a lot of things... in a high pitched voice... (swerving to little penguin) Wha-a-a-t! (listening) Oh....Try the closet in the back of the lair.

The penguin wobbles away. Penguin tentatively growls back at Max.

PENGUIN I....I lost my place?

MAX You were implying that I will be screaming in a high pitched...

PENGUIN Yeah, but don't worry, Max, I'm not going to kill you. I'm just going to freeze you for 200 years until they find a cure for rich uppity snob powermongers. (good natured laughter) I'm only kidding....I'm going to kill you.

Lighting up a cigarette in a cigarette holder much like his father's, Penguin moves forward with the sword umbrella. Everyone else at the table pulls forth a perverse weapon. A particularly large bead of sweat rolls down Max's face. Coming out of a sage three second blink, Max regards the cigarette holder then reaches out with his tongue and licks off the bead.

MAX You're not going to do anything to me, Penguin.

PENGUIN Oh, I'm not? Okay, well, if you put it that way. Jeepers.

Penguin rears back for a decapitating swing.

MAX Why fight the power, Penguin, when you can become it.

Penguin slightly lowers his malevolent pose. Max stands up and speaks faster.

MAX You despise the way this city is run. So do I. Tonight, the current Mayor.... disappointed me. I'd like to see more of a... free thinker in his place.

PENGUIN Me? The New Mayor? In case you hadn't noticed, I'm a mutant with a bad temper.

MAX You're too hard on yourself. Gotham has no conception of Morality, only Celebrity. This city loves visuals. Look at Batman. Any other city and he would be in an institution or our there doing singing telegrams. Here, he is a hero. You and the Mayor standing at the same podium -- I know where I'm aiming my camera.

Penguin lets his umbrella sword drop to the floor. Sensing Penguin's change of heart, the Circus Creeps re-conceal their weapons. An aching Chip stands beside Max.

PENGUIN Me? Mayor? I could walk down the street and no one would laugh at me or throw a big object at me? Or make one of those jokes like, "Did you hear that when Penguin was born, the doctor came out and the Father asked 'Doctor, doctor, is it a boy or a girl?' The doctor says "Guess again."

A Whinnying Clown laughs at the joke. Penguin, with swift nonchalance, picks up one of the umbrellas and slams the Clown back over his chair. Penguin glances down to a stream of Da Vinciesque (One is of the big red present).

PENGUIN I could get Respect....would I have to give up my hobbies?

MAX Terrorizing innocent people and committing heinous felonies? Not at all. In fact, they'll come in handy.

PENGUIN It all sounds divine. Where do I begin?

MAX (starting to sit) Anywhere but here. I think you've mature past the Old Zoo hideout/ Lair thing. Let's talk about...

INT. MAX'S CONFERENCE ROOM--NIGHT

Max finishes sitting down, and his sentence, in his groovy chair in the middle of his conference table. Penguin stands on the table, being tugged into a full tuxedo outfit by an Ultra-Stylish-and-Polished-to-the- point-of-instantly-loathesome Man and Woman named PUNCH AND JULIET. They smoothly fling hats and accessories on and off the perplexed but flattered freak.

MAX ...the new Penguin. The horrifying monster aspect of your personality has been well communicated. My image consultants Punch and Juliet are going to bring out your more Mayoral smile.

PUNCH We love a challenge. Juliet, the monocle? Too much?

PENGUIN Oh how wonderful I...

JULIET Stand still. And keep the umbrella. It works for you.

White gloves over a cringing Penguin's webbed hands.

PENGUIN These things really necessary? They're so warm...Mr. Shreck said Gotham likes visuals.

PUNCH Gotham does like visuals, but whoa, Pengo, come on...

JULIET Not a lot of mirror action down in the sewer I see...

PENGUIN Hey, you post-yuppie-modern punks...

MAX Is there something we can do with his name?..."The Penguin"...I mean, no offense...

PUNCH Hear ya. Our computers came up with..."Oswald Cobblepot."

JULIET Unapologetically quirky, but dignified.

PENGUIN (touched) A real name....Oswald Cobblepot. It's as sweet as cotton candy on a walrus's belly.

PUNCH M-m-m-m. Good analogy. Tomorrow the Mayor is going to hold a press conference to say that you are a slimy menace trying to tear the city down into your private hell.

JULIET You're going to prove to the people and the media that he is wrong.

PENGUIN But he's right...

MAX That, is beside the point. I do not seem to be getting across the whole dual nature thing...

PENGUIN Relax... (malignant) By night, I will cause deviously demented crimes that will put the city into a foaming frenzy. And Batman into a retirement of putting kids on his lap at car shows. (holy) By day, I'll cry out to the public that I'm the only brave soul who can come in and stop this wave of deviously demented crimes. In a way, I'll be the most honest politician who ever lived.

MAX By George, I think he's got it. Punch and Juliet, leave an itinerary for tomorrow.

Punch, Juliet, and the decked-out Penguin hop off the table. Chip hobbles up to give Penguin an enormous money bag. Punch and Juliet give him a file and a cheek kiss, before strutting off.

PENGUIN Wow, a non-sexual kiss from another male. I feel so hip. And Juliet, you don't think she'd ever, if she was really drunk...

MAX (rising up) The money is to help with the campaign.

PENGUIN I mean, like really blotto...

MAX I'll be giving you a checkbook so you can pay off and keep in line the Red Triangle Circus gang and the rest of the city's scumbags that you use for your crimewave. I want this chaos to be organized ....Mr. Oswald Cobblepot.

Penguin squawks and gives a cringing Max a vigorous hug.

PENGUIN Oh, Max, buddy, to think I was going to torture and maim you...

MAX I'm sure going to miss that wonderful laugh.

INT. OUTER OFFICE--NIGHT

The new Penguin gracefully parades through the outer office. He makes a royal pause before a mirror. He poignantly imitates the reactions of other people.

PENGUIN Oswald Cobblepot..."Looking good, Oswald." "Great game Oswald." "Your table is ready, Mr. Cobblepot" "This is hard to say, Mr. Cobblepot, but I think I'm in love with you..."

Penguin prances out of the office doors and moves off to the left. Moments later, Selina Kyle huffs in from the right. She goes to her desk and picks up a file labeled BRUCE WAYNE. She allows herself a schwoof smile as Max and Chip emerge from the conference room. She gives off a wee gasp of surprise.

SELINA (typically sheepish babbling) Oh wow, you scared...I came back to get the Bruce Wayne file for tomorrow. I put a reminder for myself in my machine at home because I usually check my messages from work, but in all the excitement tonight, I...

CHIP She's lying...

SELINA Pardonne, Chip...I'm what?

MAX Selina Kyle. Did you happen to see who I was chatting with? You see, it's imperative I not be directly connected with this person.

SELINA I..didn't..I swear, Mr. Shreck, I didn't see anything. Cross my heart and hope to...Cross my heart.

MAX Put yourself in my position. I'm a very respected man in the community. If you're fibbing about how much you've seen and heard tonight, you could run off and hurt me. You've been a very decent assistant, Selina Kyle, but is this a chance I can take?

SELINA Yes?

MAX (stepping forward) Is your life as important as my reputation?

SELINA (stepping backward) Maybe?

EXT. GOTHAM STREET--NIGHT

The Batmobile putters down a deserted Gotham street.

INT. BATMOBILE--NIGHT

Alfred's face comes on a screen in the Batmobile.

ALFRED (screen) It is about time you came back, you..

BATMAN Soon. The Red Triangle Circus Gang were always just cheap thrillseekers. Silly. Easy. Not tonight.

ALFRED You do not think there is any truth to this dark lord of the gangs, this evil king of the sewers...this Platypus Man, or whatever he is..

BATMAN Penguin.

ALFRED Surely he is cheap tabloid fabrication created to sell papers to people who can't read...

BATMAN That's what they said about me.

INT. THE OUTER OFFICE--NIGHT

Selina begins to leak a couple tears.

SELINA What is this? How can you be so mean to someone as meaningless as me...Don't you see, Mr. Shreck, that I am alive in here! I mean, it's not like you can just kill me...

MAX Actually, it's a lot like that.

Tense silence. Max smirks into a chuckle. Selina quivers out a wary smile and wrist wipes a tear as Max touches her shoulder.

SELINA Oh Mr. Shreck, you frightened...

Max savagely pushes Selina crashing out the window.

EXT. ALLEY--NIGHT

Selina swirls downward through shattering glass and snow- flakes with tragic beauty. Her body slam spins around a protruding horizontal American flagpole, before continu- ing its White Christmas journey to the drifted gravel of an alley.

Selina's eyes creak open to see the Batmobile obliviously motor past the mouth of the alley.

SELINA ...stop...bat..man...

Her eyes close again. Selina's New Black Cat, of all creatures, scampers up beside her quasi-corpse.

INT. THE OUTER OFFICE--NIGHT

Max and Chip looks down through the whistling window.

MAX Let the police find her. Make sure the funeral is on me.

CHIP She wanted it.

Max and Chip stroll off from the window.

EXT. THE ALLEY--NIGHT

Other cats of every shape, color, and demeanor, from aw- so-cute tabby to violent Tom ramble into view from behind trash cans, boxes, and snow drifts.

Hypnotically led by Selina's black pal, the cats creep from every direction toward the female Gulliver. 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. White powder puff kitties snuggle against the soles of her feet. The malevolently scraggly Tom viciously bites her finger. Selina's eyes fly open.

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

Battered, bloodied, and clutching her stoic black cat, Selina re-enters her apartment. She is the malevolent antidote to her poignantly pleasant early evening and previous life self. She auto-pilots to the sink and turns the broken faucet on over her bloody finger. This time, no water comes out at all.

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 brilliant nimbleness.

She flings her childhood pictures off the wall and perfectly 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.

The black cat races about, purring in delight.

Selina unfurls her homemade quilt in a wicked spinning dance.

With a sewing needle, she 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.

With her bare hands, she sizzlingly tears the neon E-L and A from SELINA, turning the neon HELLO, SELINA into HELLO, SIN.

INT. 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 only a pink football jersey which has been wickedly altered with black spray paint. 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.

INT. BATCAVE LABORATORY--MORNING

The sun continues to rise over the sleeping, sweating, cocked-back head of Bruce Wayne through a small batcave window. He is leaning on a chair situated before a lab table teeming with beakers and bunsen burners.

Flicking away his nightmare like an insect, Bruce immedi- ately re-concentrates on an unfathomable experiment. He pours a test tube of nasty red liquid into a beaker of pleasant blue.

It turns into an almost glowing purple solution.

Bruce moves off from the table with a stark, black palm-size rectangular object with a computer screen that resembles a malevolent Gameboy. Bruce counts off to five, then stops. At five, the beaker behind him explodes.

INT. WAYNE MANOR LIVING ROOM--DAY

Alfred is standing on a stepladder stretching ornaments out onto a Christmas tree. He gives an annoyed glance toward a blaring T.V. screen where the impressed-with- himself Mayor goes into a big speech made before a less impressed group of reporters and citizens.

MAYOR (T.V.) And Batman said to me, "Mayor, we're not going to let this happen again." (stupidly dramatic) And I said, "You better believe it."

Bruce wanders into the living room, punching at his dark Gameboy. On the screen, a red dot eats up a group of white dots. A bristling-at-the-Mayor's-words Alfred stumbles back. Bruce effortlessly palms him back onto the ladder.

BRUCE Keep saying to yourself "It's only a T.V. show..."

EXT. GOTHAM PLAZA--DAY

The bored crowd musters polite applause. The MAYOR'S WIFE, is seated by her droning husband, bouncing a baby on her lap.

MAYOR Whether this "Penguin" is ruler of the literal "Underworld" or just an old wives' tale. I tell you as a leader... (motioning to wife and baby) and as a father, that I'm not afraid to..kick a little you know what...heh, heh.

The crowd yawns up into some more lukewarm clapping when a gnarling THUG-ACROBAT, in a red cape and tights that have a red triangle across the chest, somersaults onto the stage and snatches up the Mayor's baby.

The crowd screams as the Thug-Acrobat effortlessly pivot- kicks the Mayor to the wood and moves to the podium, hoisting the baby like an Oscar.

THUG-ACROBAT I'm not much on speeches... so I'll just say "Thanks."

The Thug-Acrobat spin-vaults over the podium and full- backs through the crowd with the baby as his pigskin, toward an open manhole. He dives in. As the crowd hustles over, the Thug Acrobat can be heard screaming and fighting.

THUG-ACROBAT (O.S.) Oh no, it's the Penguin! Help!

INT. THE SEWER--DAY

Penguin and the Thug-Acrobat are revealed in the sewer, barely containing their laughter. They shout upward in bogus melodrama, while pounding the sides of the sewer with pipes. The Bearded Lady gently rocks the placid baby.

THUG-ACROBAT Penguin, don't hurt me!

PENGUIN Take that you scoundrel!

Penguin throws down his pipe and palatially mounts his Scissor-Lift apparatus. The Bearded Lady gives him the baby and a blast of breath spray. Penguin raises the baby as if offering it to the gods as the Dwarves crank upward.

EXT. GOTHAM PLAZA--DAY

With breathtaking theatricality, the baby ascends out of the manhole to the gasps of the crowd. With suspenseful cranking, the baby holding hands, arms, face, and body of Penguin surges out to even more booming moans of wonder.

INT. WAYNE MANOR--DAY

Alfred and Bruce simultaneously gravitate onto a couch.

EXT. GOTHAM PLAZA--DAY

Still poising the baby in the air, Penguin promenades forward, parting the gaping sea of faces in Moses fashion.

Marching up toward the microphone, Penguin delicately presents the gurgling baby to its grateful Mother and hands his hat and holstered umbrella to the brushing- himself-off Mayor as if the Mayor was a coat-check Eunuch.

PENGUIN My name is... Oswald Cobblepot. You call me something else. Bank gets robbed, you say Penguin must have done it. Bunch of Circus Meanies shoot the Christmas tree, children skip school, priests take drugs-- you say Penguin must have told them to. I tell you, I haven't done anything-- and that goes for more than crimes. The closest I ever came to playing a game of basketball was hearing the sound of dribbling on the manholes above my head. The closest I ever came to going to a dance was finding a corsage in a puddle of sewer sludge. The closest I ever came to making love to a woman... well, don't worry, it's way off... Way off...I wore that corsage for a week.

Tears roll down the faces of the moved crowd. Punch and Juliet give each other a thumbs-up sign. Mayor helpless- ly looks to the top hat and umbrella in his hand.

PENGUIN I've seen the city from the inside and I can tell you...It is the worst of times, it is the worst of times. I have a terrible feeling, don't ask me how I know, that starting tonight there is going to be a major crimewave. And Mayor, I don't want you to take this the wrong way, but if you can't protect your own baby, there's not a lot of hope for us. Things are going to get a lot worse, before they get better. Unless there is someone who can teach this city how to love. Someone who can remind you just how much you have. Someone like me.

The roused crowd explodes into cheers.

INT. WAYNE MANOR--DAY

Bruce pounds off the TV. Alfred roams back to the tree.

ALFRED (dryly) You're not crying.

BRUCE I'm not crying. And he's not for real.

ALFRED Well, it's certainly the strangest publicity stunt I've ever...

BRUCE Publicity for what? I don't know who scared me more. Him or the society he so easily makes a fool of. (darkly) They deserve each other.

ALFRED Should I cancel your meeting with Max Shreck this morning. You seem a bit... (to object in his hand) Oh look, do you remember...It's from the Christmas just before Ms. Vale decided to leave Gotham City and...

Alfred marvels a sparkling ornament shining VICKI toward a less enthused Bruce.

BRUCE I remember. Merry Christmas, Vicki Vale, wherever the hell you are...

Drifting off, he sadly throws the ornament, past an alarmed Alfred, into a raging fireplace. A popping noise booms out.

EXT. GOTHAM PLAZA--DAY

Ornaments on the humongous Gotham Plaza Christmas Tree pop and explode as well. A REPAIRMAN shouts for the power to be turned off and it is. Other MECHANICS hustle about the tree.

Bruce Wayne gazes at this hapless exercise and takes in the rest of the sweeping and clearing of last night's debris. He swings toward the entrance of Shreck's department store.

INT. INSIDE THE STORE--DAY

Bruce roves through the hectic department store interior, visually inhaling the store's tacky decorations, its Batobilia wearing child patrons rattling loud toy Uzis, and its awesomely poisonous Chipmunk muzak. Depressed, Bruce reaches the elevator.

INT. OUTER OFFICE--DAY

Max and Chip give deadpan stares out the shattered office window to the empty patch of snow in the alley below. Snow has wisped into the office.

MAX Hmmm, I hope nothing unduly icky happened to her. Devoured by homeless reindeer, or perhaps... Bruce.

BRUCE Max. Interesting air conditioning.

Bruce Wayne enters into the office for a firm handshake with Max, eyes drifting to the splintered window.

CHIP Yeah, bunch of those crazy Circus punks were throwing rocks and...

BRUCE No. No glass on the inside.

MAX Interesting.

INT. CONFERENCE ROOM--DAY

Bruce eases into a chair at the circular conference table. Max paces around him.

MAX I would offer you coffee, but I am afraid my assistant is using her vacation time. Death in the family.

BRUCE Had some excitement here last night...

MAX You don't know the half of it...My first experience with Batman. Have you ever...

BRUCE No. What did you think of him?

MAX Hell, I thought he was terrific, saved me from a bunch of hyenas with knives on their heads. Little on the quiet loner side. We didn't exactly go out for drinks. I wonder if he works parties... You know I'm doing the masquerade thing again this year. Bring Vicki...

BRUCE We're still not seeing...

MAX Ouch. Vicki was too good for you. You need a woman with those same moody interests you have...

BRUCE (chuckling) Sounds pretty frightening.

Bruce loses his smile to get serious.

BRUCE I'm not coming in on the chemical plant. It's an environmental joke and you know it. Besides, I'm told the Mayor...

Going into his Hyde mode, Max turns to his Music Box and again begins to abuse it, this time by poking a sharp instrument through the body of the spinning ballerina as he speaks.

MAX The Mayor problem is being dealt with. Bruce, when are you going to drop the high and mighty philanthropist routine...

BRUCE Max, I'm out. We sit on the same boards and panels together, but come on, we're different. You got yourself a cute little kitty as a logo because those creepy market research handlers of yours said it would give you a friendlier public image. But Max, I know you, you're a tough businessman and no offense, not very cute.

MAX (to ringing phone) ...hold that thought.

INT. PENGUIN'S CAMPAIGN HEADQUARTERS--DAY

A large mock-up drawing of OSWALD COBBLEPOT FOR MAYOR is being tacked on a wall of the top level of a warehouse/ loft. The Circus Spooks are roughhousing about. The Tattooed Strongman is twirling a barbell while a Steely Garish Dame aggressively engraves a tattoo of a screaming Batman onto his chest.

The viewer finally comes to Penguin barking into an all- white phone in an all-white (except for some bizarre hanging Suesslike cages filled with birds) Iglooesque office space.

PENGUIN Maxwell, my man, how's it hanging? I had that crowd in the web of my hand. I bared my soul and they liked it! Whoever said the Truth is the Ultimate Lie wasn't lying ...Is this a bad time, pardner?

INT. CONFERENCE ROOM--DAY

Max grimaces a smile of pain.

INT. PENGUIN'S OFFICE--DAY

Penguin covers his mouth with an agonizingly gleeful squawk.

PENGUIN Oops, sounds like I should of called to say I'd be calling. Blink once for yes, Blink twi--Ha! But seriously, Max I...

At a window in the headquarters, outside Penguin's office, a pressed together band of the sideshow brigands gaze down to PEDESTRIANS at a lamppost across the street, who intermittently press a round Walk/Don't Walk button attached to the lamppost.

Each time, a varied Gotham citizen presses this button, a new number lights up on a Scoreboardish device next to a stationary number of 70. The current number is 65.

LURID SNAKE CHARMER Mr. Cobblepot, you better hurry, there's only eight more to go!

Penguin lights up at her words, and hurries along Max.

MAX Well-Max-sorry-to-bother-you-for- the-inconvenience! It-won't- happen-again-real-soon! Sayonara- mon-capitaine! May-your-days-be- filled-with-Bon-Voyagees.

INT. CONFERENCE ROOM--DAY

Getting comfortable, the deceptively chattering Max makes daring eye contact with Bruce.

MAX Oh now, what's the hurry, "pardner"? I just think we have to keep a low profile on our hostile venture. Did you get my special gift for the employees?

INT. PENGUIN'S OFFICE--DAY

Penguin antsily holds up a mighty stack of checks labeled Cobblepot Campaign Fund. He whimpers, stretching his phone cord as far as it can go, unsuccessfully trying to jockey a glimpse out the window.

PENGUIN Special gift? That's secret code for the checks, right? Got 'em right here! You're the man! You're the guy! Golly, you must busy as a bee during a visit from the Queen so I'm gonna go...

EXT. LAMPPOST OUTSIDE HEADQUARTERS--DAY

An OBNOXIOUS LITTLE BOY skips up to the lamppost and then presses the button three times...

INT. HEADQUARTERS--DAY

67, 68, and 69 light up next to the 70 as the watching Penguin henchpeople let out an "OH" in cadence of each press.

DWARF ONE One more!

INT. THE CONFERENCE ROOM--DAY

Bruce looks away to give a disturbed glance to the strangely damaged Music Box and its impaled ballerina.

MAX The second phase of the operation begins tonight. The hands-on part. Don't hold back..... Goodbye.

EXT. THE LAMPPOST--DAY

An instantly annoying JOGGER, with a heart beat monitor and a T-shirt that reads GO FOR IT, rudely pushes past a Nun up to the lamppost, then putters around it, then starts jogging in place.

INT. THE OFFICE--DAY

Penguin squawks away, slamming down the phone.

PENGUIN Bye!

The jogger presses the button.

A 70-70 gets emblazoned on the scoreboard.

The button, the lamppost, and the jogger erupt in a neat nasty explosion.

The Circus Gang all high five each other as Penguin bustles hopefully to the window. Seeing the flaming- seconds-too-late-aftermath, Penguin detonates into primal anger, then sobs.

PENGUIN Wha...oh unfair! Unfair! I missed it!...Oh, I can't believe...

HAPPY CLOWN Don't feel bad, Penguin, you can just set up another...

Penguin slams the Happy Clown over a desk with his umbrella.

PENGUIN My name is not Penguin, it's Oswald Cobblepot! And I like to feel bad! Oh, I missed it! I can't believe...

INT. CONFERENCE ROOM--DAY

Bruce stands. Max shakes his hand.

BRUCE No hard feelings?

MAX (a beat) No feelings at all. Sorry about the interruptions. I need my assistant to screen out...

BRUCE Relax, there she is now...

MAX Come again?

A dazed Max turns to see a spunkier and slyer, more assertively dressed and coiffed, Selina Kyle sashay into the conference room with her hand bandaged and her head up.

MAX Selina?....Selina....Selina.

SELINA That's my name, Maximillions, don't wear it out.

MAX Uh, Selina Kyle, this is Bruce Wayne.

BRUCE We've met.

SELINA We have?

BRUCE Oh. Sorry. I must be mistaking me for someone else.

SELINA You mean mistaking me for someone else?

BRUCE That's what I said.

SELINA (amused) Yeah, but...

BRUCE (amused, but let's change the subject) What happened to your finger?

Selina's babbling has a new, sultry confidence.

SELINA Let's just say the broken window out there didn't come from Little League practice, Mr. Wayne. I came here to get a file, then bam, next thing I know, I'm making angels in the snow in the alley below. Wow, rhymes. (pause to look at Max) Thing is, I have no memory of who of what pushed me through that window. I mean, it's not complete amnesia. I still remember Dan Schwartz putting 28 cockroaches in my thermos in fifth grade and I still remember getting my first French Kiss from the counselor at the Boy's camp across the swamp, but last night--It's a complete blur. (slapping Max on back) Can't you just die?

MAX ...what a hoot.

BRUCE It's hard to get thrown out of a window, fall--what is it--five stories, and keep your sense of humor.

SELINA You sound like you speak from experience.

BRUCE Always. I hope to see you again.

SELINA Hope? You can do better than that.

BRUCE You might be right.

Chip comes in with a tray of coffee which he dumps onto himself at the sight of Selina. Oblivious of the slap- stick, Bruce smiles-at-Selina his way out of the room. They watch Bruce close the door behind him. Selina silently keeps her back turned to a gulping Max and Chip for a beat, before merrily wielding around.

SELINA Hey guys, now how about a real cup of joe? Double expresso, isn't it?

Selina bounds out of the room. Max and Chip deflate.

MAX Find out if her memory is as unrefreshed as she says it is. Any little flashback sequences you know what to do. Don't worry, this one doesn't have a beard.

INT. OUTER OFFICE--DAY

Selina angrily squeezes blood from her finger into a coffee maker.

SELINA Why did you kill me, Max?

Selina looks up to the friendly cat logo clock and is transfixed. She touches out with her bloody finger.

EXT. OUTSIDE--DAY

Bruce comes out of the store, allowing himself a slight smile.

BRUCE Se-lin-a Kyle.

Bruce does a quick, playful slide in the snow, then look- ing off, halts both slide and smile. In the distance:

EXT. THE STREET CORNER--DAY

Commissioner Gordon and some other policemen are scoping the scene of the Walk/Don't Walk explosion. An ANALYST treads toward him, holding some wires.

Bruce approaches the scene. He gives a glance to the jogger's now frayed heartbeat monitor which is beeping out of control in a pool of slush.

GORDON My God, Bruce, you shouldn't have to see this. Some freak set up a bomb in that Walk/Don't Walk button. How they knew this guy would press it at the exact....

BRUCE This wasn't set up to kill someone specific. It was set up for a good time.

As Bruce speaks, he strides ahead of Gordon and the lat- ter scrambles to catch up, in the same syncopation they had when Bruce was Batman in Gotham Square.

GORDON I tell you, these Xmas crimes have no rhyme or reason.

BRUCE Maybe it's just a different kind of poetry. Did you just say Xmas?

GORDON Sorry, bad habit. Damn, Wayne, since when did you become such a super-sleuth?

Bruce stops, realizing he's being a little too Batman.

BRUCE Sorry. The idle rich can be a real pain. Too many short stories, hidden word games--How many monkeys can you find in this picture--that kind of thing.

GORDON Don't apologize, I'll take all the help I can...

BRUCE (looking up) Well, in the words of the city's new superstar, it's going to get a lot worse, before it gets better..

Bruce is revealed to be looking up at a flaming Christmas wreath hanging on a wire near the scorched lamppost.

INT. PENGUIN'S CAMPAIGN HEADQUARTERS--DAY

With the lamppost flames in the background, Penguin wipes away a tear, sucks up his composure, and holds up the checkbook. The collection of Circus Creeps and Colorful- ly dressed gang members orbit around him as he begins scribbling out checks and handing them out. Excitement builds to a pep-rally pitch.

OTHER GANGS enter from the back: six HERCULEAN Frankenstein-postured MEN WITH SPIKY TUFTS OF WHITE HAIR, three gruesome men in vibrant GOLFER uniforms, and a pair of otherwise handsome TWINS WITH THE SAME SET OF SCARS ON THEIR FACE.

PENGUIN Everyone! I see some new faces out there! Gather around! I am hungry and I've been denied my little snack! It just means I'm going to have to eat a big dinner, doesn't it? My good people.... or whatever we are, this is our chance to do something meaningful with our lives! (motioning out windows) And their deaths...

EXT. FROM A GOTHAM ROOFTOP--EARLY EVENING

A spooky pack of the Carnival denizens silently scramble down a street below. Next, a Fire Engine with Freaked Up Clowns hanging off it sinisterly rambles in and out of view. Finally, the Ratty Poodle trots an unsettling appearance.

A chilly Chip, shaking his head, is revealed to be watch- ing the ghoulish sight. Standing atop a rooftop, Chip turns his attentions to the windows of Selina's apart- ment. Narrowing his eyes, he watches Selina waltz by, balancing a sewing machine on her head, and unbuttoning her blouse with the neon HELLO SIN flashing behind her.

INT. INSIDE THE APARTMENT--EVENING

The viewer gets an intense, elliptical array of close- ups of Selina's hands sewing together something black. A sewing needle is snapped in half, sharpened and then attached to an apparatus on Selina's finger that makes it pop in and out like a talon.

EXT. THE ROOF--EVENING

An increasingly alarmed and confused Chip squints to see Selina in bra and panties, carrying an air hammer and wearing industrial safety goggles.

CHIP (bolting up) What is wrong with this female?

INT. THE APARTMENT--EVENING

A knock on the door. Chip pushes it open and pokes in. The room is darkened, except for some deftly lit candles that avoid revealing the more outrageous elements of the place. Chip can make out the sight of Selina erotically emblazoned over her couch, petting her cat, and wearing only an absurdly Isadora-Duncan-long, strategically draped scarf.

CHIP Uh, Selina...

SELINA Why hello, Mr. Chip, I can't hide my feelings about you any longer.

Chip gulps forward, stepping onto the almost glowing, mystically unspray painted pink carpet. And into. The lumbering Tan giant begins to sink and flail inside what is a square of pink quicksand. Selina rises from the couch, cloaked in darkness.

CHIP Selina, this is not too cool. Help me!

SELINA Oh Chip, I am helping you. Helping you realize your potential as a human being. Unfortunately, you have none.

Chip tries to lunge out of the quicksand. A cat o' nine tails whip snaps out from the darkness, and lashes him back in.

SELINA You've probably figured out you're being killed. Having gone through the process last night, I can relate. It's not a whole hell of a lot of fun, is it? Oh Chip, you really know how to make a gal feel happy.

Chip makes his final quicksand bob, leaving behind a lone bubble. Selina moves into the light, tugging into a black second skin, fixing a feline mask on her face. Catwoman purrs.

INT. MUSEUM CORRIDOR--NIGHT

Penguin squawks. He gleefully moves to a dark corridor window, accompanied by a clipboard clutching Punch and Juliet and the Twins with the matching set of scars on her face.

PENGUIN Punch and Juliet....note for my bio..."It began with a poodle..."

Penguin is revealed to be looking out the window down to a SLEEK AND PRETTY LINE OF SHOPS, CAFES, AND BOUTIQUES. He pulls out a conductors baton, raps it on the wood a couple times, then begins waving it symphonically.

EXT. THE GLITZY PROMENADE--NIGHT

The outdoor Mallish promenade running the gauntlet between the pretty shops is filled with the stylish and upwardly mobile. Incongruously into the mix comes the RATTY POODLE, carrying a little wrapped gift. He trots into...

INT. A BOUTIQUE--NIGHT

A small Christmas party is going on. A SLEAZY BIJAN- ESQUE EUROSNOB is proposing a toast before a massive, intricate pyramid of perfume bottles, labeled SUBMISSION.

EUROSNOB To my fabulous product, Submission, the smell of Gotham City...

EUROSNOBETTE Ooh, look at the little doggie. Isn't it... (realizing its uncuteness) ...horrible.

The poodle scoots between the Eurosnob's legs into the perfume pyramid. He emerges back out with bottle in his mouth. He gives off an icky whimper of satisfaction and runs out of the boutique. The partiers slowly turn to the pyramid of perfume bottles which rumbles and AVALANCHES TO SHREDS.

Laying neatly atop the wreckage is the Poodle's present. It starts to smoke. The boutique crowd roars out of the store as the little present blows up.

EXT. THE PROMENADE--NIGHT

The familiar Fire Engine, with colored wheels and strange sounding horns, thunders up to the smoking boutique...

Smiles of relief vanish as the Tawdry Fire-Clowns hop from the engine, blasting out their hoses which SHOOT OUT MORE FIRE INTO THE FLAMING STORE.

An ambulance next screeches up. Another SPOOKY SET OF CLOWNS in stethoscopes and Doctor mirror headgear pop forth with mallets. They whomp the Eurosnob tycoon and his guests into stretchers. The stretchers are piled back into the ambulance which proceeds to zoom across the way, right into an antique store.

A line of the garishly dressed, cigar smoking, Steely Dames materializes to start a chain to pass the loot of the store. The Bearded Lady, at the end of the chain, cheerfully smashes each object to the ground.

The rest of the Gotham Night-lifers tremble into panic as the rest of Penguin's defrocked circus crew announce their presence.

INT. MUSEUM CORRIDOR--NIGHT

Penguin is now conducting his baton in a Wagnerian frenzy. His grotesquely pleasant view of the city side- walks dressed in holiday style has now become pleasantly grotesque.

PENGUIN This campaign in going to be a landslide. Our turn.

Marching down the corridor, Penguin, by radar, stops before a row of lights imbedded in a wall. He snaps his fingers. Juliet pulls out a hair spray can, gives her own noggin a quick blast, then sprays forward, revealing the beams of light. Penguin nods, then walks right through the lights.

INT. MUSEUM ROOM--NIGHT

A red light, along with a buzzing sound, flashes on the belts of TWO BLUSTERING GUARDS. They reach for the guns, but Penguin fires a pistol six times in the air as he swings before the quivering duo with his entourage.

PENGUIN Greetings. Finally something to tell your wives, huh?

GUARD ONE But we're not married.

PENGUIN It's okay, I'm probably going to kill you anyway. However, (gently PBS) first, we've come for the Shell of the North, found by explorers only eight years ago, it's enigmatic beauty is only exceeded by its gorgeous mystery and vice versa. Its value is...

GUARD TWO Sir, the Shell of the North exhibit ended last week. This is the Star of Darkness exhibit.

PENGUIN Oh...well, what the hell; we're here.

The Criss-cross Scarfaced Twins rumble over to the delicately lit black diamond in the museum room and pull it off its perch. A much more serious, rhythmically on and off, alarm warbles on.

EXT. THE PROMENADE--NIGHT

Terror is in full swing with pockets of Warped activity mingling everywhere. A goggled ORGAN GRINDER plunges down on his Organ Box causing an explosion on an Insta- Teller machine. His MONKEY hops up to snatch up billowing out cash.

A SAP holding a radio boom box gets besieged by the five irons of the malevolent Golfers. His radio box slides to the ground with a D.J. screaming out of it.

D.J. VOICE ON BOOMBOX Before we get into a half-hour commercial free, I gotta tell you I've just been handed something that says...get this, that Gotham City is being attacked by a combination of every gang in..... Aaagh! Help!

Wicked laughter and violence can be heard on the boombox as a CIRCUS CREEP in a moth-eaten old-style baseball pitcher uniform tosses a series of old-fashioned round black fuse-lit smoke bombs to the Tattooed Strongman who bats them exploding into various walls and windows, including the window of a suave venetianed blinded diner.

PATRONS of the Diner thunder out of the door. A COUPLE rushes directly to the viewer, then stops and smiles.

THE HUSBAND Oh, Batman, thank God!

EXT. OTHER SIDE OF THE RESTAURANT--NIGHT

Another set of patrons hightail it out of the Diner in a different direction. They also stop to look at the camera.

WOMAN IN BIB Oh Batman, finally...

EXT. THE BACK OF THE RESTAURANT--NIGHT

A TEAM OF ITALIAN COOKS burst out of the back of the restaurant. They happily sigh before the viewer.

COOKS Pensavo che stavo muerto, gracie dio.....BATMAN!

EXT. A WIDER VIEW FROM ABOVE--NIGHT

reveals THE SIX GLOWERING, FRANKENSTEIN-SIZED SLEAZES DRESSED IN TAWDRY BUT MILDLY REALISTIC BATMAN OUTFITS. Their spiky tufts of white hair stick out the edges of their masks. They chillingly stride forward, cracking their knuckles.

The Patrons in all directions drop their smiles of relief and begin to back up. The Batmans swarm forward.

The Italian Cooks are revealed to be looking at a HAIRY WHITE BABOON in a Batman outfit. They bail.

INT. THE MUSEUM ROOM--NIGHT

Penguin raises up his handgun.

PENGUIN You guys have been just great, more incompetent than I could have ever hoped for, but...

PUNCH You see, Mr Cobblepot wants to be Mayor and he's just doing these crimes to make the current mayor look bad.

JULIET Needless to say, if someone found out about the premeditated nature of these random crimes Dot. Dot. Dot.

GUARD ONE Say no more, we won't tell anyone.

GUARD TWO You've got our vote!

PENGUIN Cute. Really, it's for the best...

Penguin fires the handgun. It clicks on an empty chamber. The Guards joyously pull out theirs.

GUARD ONE Ha! That gun's only a six-shooter!

GUARD TWO And you already shot off your six!

PENGUIN When you're right, you're right. Here's Seven.

Penguin blasts a laser from the tip of his umbrella that shish-kebabs through both guards, toppling them to the ground.

EXT. THE DINER ON THE PROMENADE--NIGHT

Just as the victims did before, one of the thrashing Batmans looks directly to the viewer. He stops beating to lustily spout.

BATCREEP #1 What are you waiting for, join in!

His P.O.V. reveals that he is looking at the real Batman, who allows the BatCreep a second of white faced realiza- tion before ripping off his mask and savagely pounding him to the ground.

The other Batcreeps reach into their bat belts and pull out surreally shaped knives. Batman reaches into his bat-belt and pulls out his suave black Gameboy. As if bored on a plane, Batman casually punches in a set of white dots and one red one.

With a simultaneous howl, the Batcreeps charge at Batman from every direction. Batman presses a button on his Gameboy that causes batarang flanks to rocket-sprout out of the oblong object. Batman heaves the super-batarang.

The super-batarang whizzes with wild concentration, pin- balling from Batcreep skull to Batcreep skull, slamming them all to the ground. The batarang boomerang-wobbles back to Batman's hand. The white dots on the screen blink off. The victorious red dot beeps.

Hearing squeals, Batman rack-focuses to take in the street full of beatings and squealings and smoke bombs. Batman glides forward in disbelief when his attention is captured by the sound of the alarm coming from a nearby building marked MUSEUM.

EXT. THE ROOF--NIGHT

The Scarfaced Adonises pound through a rooftop door and scramble across it. Twin One proudly holding forth the black diamond with a victorious titter.

Suddenly, a familiar cat o' nine tails whip slaps around Scarface's diamond toting hand and pulls him into a face to face with CATWOMAN--the costumed Selina speaks in her sultry, unlike-herself voice. She plucks away the diamond.

CATWOMAN Oh, for me?....Tic Tac Toe!

Catwoman slashes out with her homemade talons over the thug's criss-crossing scars. Twin Two savagely kicks her in the stomach. Catwoman pants and giggles.

CATWOMAN You know...I've never done this before.

Twin Two rustles out a gun, but Catwoman Rockettes it

EXT. FRONT OF THE MUSEUM--NIGHT

Penguin proudly waddles from the museum, carrying a painting and shoving a cigarette into a cigarette holder in his mouth. Batman swerves before him. Penguin stretches out his gloved hand.

PENGUIN Batman! I feel that I know you. Oswald Cobblepot.

BATMAN Pleasure's all yours. Bargain hunting?

PENGUIN Oh, you mean, the Museum. And the alarm. And the general mood of complete chaos. I guess "Penguin must have done it."

BATMAN Great speech today. How you predicted all this was going to happen...Amazing. You might get a date of it.

Penguin lifts his flipper and pretends to be stung by the heat emanating from Batman.

PENGUIN Tough day at the office?...Quit while you're alive. You're jealous, because your mask isn't real. You hate me because I'm a freak.

BATMAN You're just another depressing, greedy egomaniac. I don't hate you for being a freak, I hate you for being normal. You're an insult to penguins.

PENGUIN (laughing) Why can't I get mad at you? It must be the pointy ears. But seriously, I'm here as a concerned citizen. Somebody tried to steal this painting. When I made... heard those gunshots, I...

TWO POLICE CARS, siren around a corner toward the museum.

BATMAN I'm sure your detailed "eyewitness report" will give the boys at the station a good laugh.

PENGUIN (mimicking) "...will give the boys at the station.." Look who's pretending to be normal now; A nice "just doing my duty, ma'am" crimefighter. How sad, adorable, and funny, all at the same time. You'll never win that way, Batboy, but then, you know that.

EXT. LEDGE OF A BUILDING--NIGHT

Each sucking on a big bamboo pole, Punch and Juliet balance on the ledge of a nearby building. They blow down hard on the passing police cars.

EXT. THE POLICE CARS--NIGHT

A small orange transistor goes plinking into each of the two car's windshields.

EXT. THE MUSEUM--NIGHT

Penguin pulls out a similar orange transistor device, drops the painting, and spews out the cigarette holder.

BATMAN Is that all you have to say for yourself?

PENGUIN There's one other thing... (into transistor) "Laser Bunny."

His device starts to whine.

EXT. THE POLICE CARS--NIGHT

At the sound of the two words, the two transistors let off a bizarre, piercingly corresponding siren sound.

Suddenly, the PIGEONS OF GOTHAM CITY, and all other kinds of urban birds, GO INSANE. They kamikaze down toward the sirens, thundering themselves against the windshields of the cars, causing them to skid and convulse into trash- cans and brownstones.

EXT. THE MUSEUM STEPS--NIGHT

Batman spins from the destruction, back to Penguin, who is opening his umbrella.

PENGUIN Love to stay and gab, but I gotta fly...

The steel rods of Penguin's umbrella begin to spin out of control, shredding off the black cloth and turning into a mini-helicopter that lifts Penguin off the ground. Batman scuffles below him, maneuvering out his bat-a-rang.

PENGUIN Well, don't just stand there...Oh yeah, you're the one without superpowers...

Batman prepares to hurl the batarang when from out of a manhole beneath him, the Lurid Snake Charmer Woman las- soes a python around Batman's ankle and yanks him. Batman's multi-cool batarang clacks to the ground. Before Batman can notice, the Ratty Poodle teeths it up and scampers away. Batman kicks the Lurid woman and her snake back into the manhole. Penguin has sputtered out of range.

EXT. SKY--NIGHT

Penguin swirls through the air with a mad cackle. He looks down to a rooftop below him to see Catwoman wallop the remaining Twin.

PENGUIN And what do we have here? A new girl in town.

Penguin playfully makes a cat yelping noise.

EXT. ROOFTOP--NIGHT

Catwoman cackles up to the choppering away Penguin in admiration as Twin Two crumples to the ground. She flips the diamond over her head, pauses for a breath of sanity, and then does a giddy leap onto the next building's drainpipe.

EXT. THE STREET BELOW DRAINPIPE--NIGHT

A relatively normal looking MUGGER is pinning a FEMALE VICTIM to the side of a building and rummaging into her purse.

MUGGER That's it, pretty, young thing, nice and easy...

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

Catwoman launches down, perfectly wrapping her legs around the mugger's neck. She claps her hands together with the mugger's head in the middle. She sinks to a standing position on the sidewalk as his moaning body sags downward.

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

FEMALE VICTIM Thank you, thank you, I was so scared...

CATWOMAN Oh, shut up!

Catwoman slams the Female Victim back against the building.

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

>>>

/ Batman Returns.
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