BATMAN

THE FRIGHTENING

written by

Rafael Yglesias and Terry Hayes

Darkness. The roar of violent rain. A commanding flash of

lightning introduces us to-

EXT. ROAD - NIGHT

Two lights in the far distance penetrate the rain as they

hover closer.

A rickety white van crawls up a makeshift muddy road to the

security gate. With recognition the guard in the booth waves
the driver in as the gates slide open.

The storm engulfs the asylum in the distance.

The massive building rests between three guard towers each

throwing searchlights across the compound. A rusty sign,
embedded into the dark stone wall, indicating Arkham Asylum.

EXT. ARKHAM ASYLUM - CONTINUOUS

The headlights cast light on the stone steps leading to the

former mansion. The van squeals to a stop and two muscular
guards step out, sinking into the mud and pounded by the
storm.

They both wade to the rear and while one fumbles for the
keys, the other readies his cattle prod.

The back doors swing open and a third guard shoves the cuffed
patient who flies face first into the mud.

The patient raises his head gasping for a breath but is met
with a thick boot forcing his face back into the mud.

The other two roughly force his body into a straight jacket.

The guards jerk him onto his feet. A large yellow smile is
all that is visible through the black mud covering his face
and hair.

He lets out a familiar high pitched laugh.

INT. ARKHAM ASYLUM

Through the entry way, down the stairs, and past the double
gates is a long row of cells. Water drips from the ceiling
onto the stone floor creating silver puddles scattered down
the hall.

Screams, moans, and incomprehensible yelling fill the

chamber.

The squealing of the rusty cart attracts the attention of the

patients.

A doctor and an orderly both in white coats saunter down the

row looking straight ahead, deliberately ignoring the
patients in each cell.

Arms hang out the first cell they pass, a crazed man lunges
for the doctor, narrowly missing his arm. One cell is
completely incased in glass and the floor is covered with
snow.

DOCTOR
What is his status?

The orderly avoids the grasp of a quick hand.

ORDERLY
Won't eat, won't talk, won't let anyone
close enough to test him.

The men stop at the final cell and look in through the tiny
glass window.

INT. CELL

Pitch black. A flash of lightning through the barred windows

briefly reveals the contents of the cell. A large man is
curled up in the corner. His face covered in a tight red mask
and his body is bound by a straight jacket.

ORDERLY (V.O.) (CONT'D)

He stopped screaming last night, I guess
the hallucinations have stopped, now he
just growls, like he's part animal or
something.

DOCTOR
Or something.

EXT. CELL

DOCTOR
I will examine him now, sedate the
patient.

ORDERLY
He's too weak to try anything.

The doctor shoots the orderly a commanding glance, who takes

the hint and whistles to another orderly who is poking a
patient with his baton.

INT. CELL

The door creaks open letting a crack of light onto the

patient huddled in the corner. He continues to rock back and
forth oblivious to the men entering.

The two orderlies enter first. One orderly cautiously steps

over and pulls him to his feet. The patient's head sags to
his chest.

The other orderly prepares a needle from the cart.

ORDERLY (CONT'D)
Take it easy big guy, you won't even feel
it.

The orderly quickly inserts the needle into the patient's

needle scarred wrist and injects the amber liquid.

The doctor follows in, slamming the door home behind, and
stands face to face with the patient.

DOCTOR
I am told we are feeling better today.

The patient just mumbles to himself, still seemingly unaware

of his surroundings.

The doctor steps closer to the patient, whispering in his

ear.

DOCTOR (CONT'D)
You'll never leave here, not after what
you've done to Gotham. You will not kill
again.

The patient drools and grunts.

DOCTOR (CONT'D)
If you don't cooperate, we'd be happy to
change your accommodations. A thirty day
stretch in the rubber room may be the
perfect treatment.

The patient mumbles angrily.

DOCTOR (CONT'D)
Another month it is.

(BEAT)
Throw him in with our newest guest.

The doctor starts to leave, but as he turns he notices the

patient's arm is a dark purple. He then notices a tourniquet
around his elbow, he glances up at the man, who flashes a
menacing smile.

Supporting himself on the orderlies he kicks off the doctor's

chest, and while kicking him across the face he back flips
out of the grasp of the orderlies and continues the flip
sliding down between the two bringing them crashing to the
floor.
He sweeps the cart scattering the needles through the air.
With remarkable speed the patient is on his feet catching
three of the needles in a flash of the hand, darting a needle
into each man's neck.

He takes another needle from the ground, injects himself in

the wrist, then removes the tourniquet.

A small mirror towards the bottom of the cell gives view to

the clock at the end of the hall. It reads:
11:59:57..58..59..12:00:00.

He snaps the rubber tubing attached to the top and bottom

door locks. A spoon jams between each lock and he slides the
door open.

EXT. CELL

The patient sprints down the length of the hall towards the
guard booth.

INT. GUARD BOOTH

The guard looks up from his magazine and sees the masked man
charging him. He stands, hits the alarm, and grabs the
shotgun. As he turns the man is already flying through the
window head first and tackling him.

Within a second the patient disables the guard, grabs his

keys, and unlocks the closet. The loud wailing of the alarm
hastens his pace.

He unlocks and opens an electrical box revealing rows of

marked switches. He flips the row marked "Electric GTS
Perimeter".

He pulls a lever on the wall and the gates swing open.

INT. ASYLUM ENTRY

The man lugs up the stairs and into the entry way. Several
armed guards led by Head of Security LYLE BOLTON, an
intimidating man in his forties, file out from the second
floor.

LYLE
Take out this legs.

The guards unleash of flurry of bullets.

The man rolls out of the way of the fire and bursts out the
front doors into the raging storm.

EXT. ASYLUM

The scream of the alarm echoes through the compound.

He stumbles a bit still bewildered from the injections, he

hurls his body across the stairs and lands in front of the
van.

The guards burst out of the asylum and rush the patient.

A helicopter appears overhead with its searchlight centered

directly on him.

He searches through the blinding light for the source of the

voice:

LYLE (CONT'D)
Drop to the ground or you will be killed.

He turns to run, but the light blinds his direction.

LYLE (CONT'D)
You try it, your dead, get down, now.

The man reluctantly does as ordered and drops into the mud.

LYLE (CONT'D)
Put your hands behind your head.

Again, the patient does as ordered bringing his muddy hands

to his neck.

Lyle rushes the patient and slams the butt of his rifle into
his stomach. He then proceeds to kick him relentlessly.

A low hum is barely audible above the roaring of the rain and
thunder. As the man is being beat the hum comes closer,
closer, until it is a loud shriek.

Lyle stops the beating to look around for the source of the
sound. He looks down at the ground and in the searchlight is
a large shadow... in the shape of a bat.

Lyle looks up to see the Batwing hovering five feet above.

Taking advantage of the distraction, the man hits Lyle with

both fists in his thigh, throwing his prosthetic leg. Lyle
falls and the patient catches him over his shoulder.

GUARD
Hold your fire! He's got Lyle.

The patient sprints across the courtyard with Lyle in tow.

The Batwing is in pursuit.

EXT. PERIMETER FENCE

The patient runs straight at the closed gate and then hurls
Lyle onto the barb wire. He screams out in pain, uselessly
fighting to escape the razor wire, kicking away with his one
leg.

The patient jumps over the fence, using Lyle's body to avoid
the barb wire, falling to safety on the other side.
Three military trucks speed across the compound and through
the perimeter gate, one stops next to Lyle to pick him up.
The helicopter follows above keeping the searchlight on the
escapee.

INT. TRUCK

Lyle hops into the passenger side and the driver hands him
his leg. Lyle snatches the leg from him angrily.

EXT. COMPOUND

The trucks near the patient. One truck ramps up a pothole

launching it into the air.

Looking up the patient sees it flying over his head.

The truck crashes down on its side, almost crushing the

patient, and then slides past him.

INT. TRUCK

Lyle pulls the handset from the dash-radio.

LYLE ON WALKIE
All units, corner him at the cliff.

EXT. TRUCKS

The front truck accelerates as if to ram him.

The patient glances back to see the bumper inches away.

Suddenly he jumps over the unseen cliff and disappears into

the abyss.

The 3 vans hit the brakes and slide through the thick mud to
the cliff's edge.

One van slides too far and teeters over the edge.

INT. FALLING TRUCK

The guards are motionless, terrified.

The men are staring straight down into the dark canyon.

INT. 2ND TRUCK

LYLE
Hold it steady boys, we're coming for
you.

The driver hops out and runs to the winch on the truck's
front bumper.

INT. FALLING TRUCK

The men are frozen, with horrified looks staring down into
the black abyss.

The truck gives a little more, and begins a slow slide.

EXT. 2ND TRUCK

The driver unreels the winch quickly, it stops suddenly. He

tugs it harder, jammed.

INT. FALLING TRUCK

A radiant light suddenly appears through the windshield.

EXT. CLIFF

The Batwing hovers in front of the van. The patient pulls the
red mask from his face revealing BRUCE WAYNE, looking tired
and haggard after weeks of torment we can only imagine.

He sits behind the pilot: ALFRED, an elderly butler in his

seventies

The truck falls.

The Batwing fires two harpoons through the truck's

windshield, which continue through the back windows and
towards the other trucks.

The guard at the winch ducks as the spear narrowly impales

his head, and punctures the grill. The other harpoon scores
through the other truck's windshield. The truck on the cliff
is now supported by the weight of the other trucks.

INT. BATWING

ALFRED
I hate to interrupt your vacation master
Bruce, perhaps in the future you'll
choose a more hospitable location.

He puts his hand on Alfred's shoulder.

BRUCE
Let's go home Alfred.

EXT. BATWING

The canopy closes.

The Batwing tilts backwards and rockets straight up narrowly

missing the helicopter.

The guards stand in a circle staring up at the sky, the white

straight jacket and red mask float to the ground between
them.

The red glow of the Batwing exhaust disappears into the

night.
 FADE OUT.

INT. WAYNE MANOR - BRUCE'S BEDROOM

A fire blazes in the massive fireplace. Bruce stares out the

massive window onto Gotham below.

His eyes are black and his skin a pasty white. The litter
surrounding the Christmas tree in the corner indicates he's been here
for days.

Alfred enters with a trey of food.

ALFRED
Master Bruce, would you please eat at
least one meal.

Bruce doesn't respond.

Alfred proceeds to place the trey on the desk and then turn
on the television. GRACE SUMMERS, an attractive redhead in
her early thirties, is reporting.

GRACE
... funeral. Gordon's family was unable
to comment but a statement was released
by Gordon's replacement: James Noose.

JAMES NOOSE
The murder of Commissioner Gordon will
not go unpunished. We will find the man
known as Batman and he will stand trial.

He walks toward the door then turns back to Bruce.

ALFRED
Mr. Wayne, if I may be so bold, I am your
butler, but also your friend, if you feel
the time is right, I would like to hear
what happened.

BRUCE
Thank you Alfred.

Alfred hesitates at the door, then turns and leaves.

Bruce stares blankly at the TV, Grace Burn continues her

report.

BRUCE (CONT'D)
Gordon...

FADE TO:

EXT. APARTMENT - STREET -NIGHT

A crowd of people is being pushed back behind the police

blockade.
A police cruiser arrives.

COMMISSIONER GORDON, an athletic man for his fifties, steps

out of the car and looks up to the 30 story apartment.

INT. HALLWAY - NIGHT

Gordon makes his way from the stairs. Two children, one
dressed as a princess, the other a fireman cry in their
mother's grasp.

MOTHER
It's alright, we can still go trick or
treating, we'll still go.

GORDON
Excuse me.

Gordon wedges by them and ducks under the police tape into
the apartment.

INT. APARTMENT -NIGHT

The traffic of a police and detective squad busily works the

crime scene. A quiet murmur fills the apartment.

In the middle of all the flashing cameras and cop banter a

man's body lay face down on the floor. His head is literally
smashed through the broken floor.

Pumpkin shards are scattered across the scene, burn marks in

the carpet.

Gordon walks into the apartment like one who has done this
time and time again. BULLOCK, a gruff donut eater in his
thirties, jumps up from the body and waddles over to where
Gordon is observing the scene.

BULLOCK
No ID on the victim yet, but the
apartment belongs to a Dr. Susan Penchky
and we've got an APV for her arrest now.

Gordon crouches next to the body noticing the head hanging

down through the floor.

BULLOCK (CONT'D)
Ouch eh? Some real sick people man, they
always come out on Halloween.

GORDON
Someone heard this, what did you turn up?

BULLOCK
Neighbors down the hall reported a bunch
of loud thuds about an hour ago. No eye
witnesses.
Bullock take a piece of gum from its wrapper and begins
chewing it.

Gordon shoots him a disappointed glance.

GORDON
Was that from his pocket?

BULLOCK
Yea.

GORDON
Is it evidence?

Bullock sheepishly spits it back into the wrapper.

Gordon strolls out the glass doors and looks up into the
black sky.

GORDON (CONT'D)
How'd the killer get in?

Bullock just shrugs.

Gordon walks back into the room as two officers block off the
balcony doors with crime scene tape.

GORDON (CONT'D)
Prints? Weapon?

BULLOCK
Nothing, it was a clean job, real
professional like.

GORDON
There's always something detective. Tell
your men to take a break.

BULLOCK
Sir?

GORDON
Go eat a donut detective.

BULLOCK
Alright boys, let's give the scene some
air, let's go.

The men file out of the room leaving Gordon alone staring
down at the body.

A swish of air.

BATMAN
No weapon was used, his head was stomped
into the ground.

Gordon swiftly turns but only sees a brief shadow.

A blue ultraviolet light fills the room.

BATMAN (CONT'D)
He was raised to the wall....

The light points to the indicated wall then darts around the
room revealing various splotches and smears.

BATMAN (CONT'D)
They drug him across the carpet here,
based on the spreading of the blood, he
was here awhile, they questioned him.

The light reveals a myriad of footprints.

BATMAN (CONT'D)
Look at the gait and stance depth, all
five were very large men.

GORDON
I only see four sets.

The light flies across the room and hovers on the victim, a
fifth set of footprints on the victim's back and neck.

GORDON (CONT'D)
I see... and how did they get in?

BATMAN
Same way I did.

Gordon pulls out his note pad and tries to keep up. The blue
light turns off, a glimpse of a gloved hand hitting the
answering machine.

MAN ON ANSWERING MACHINE

Hey babe, it's Jack, I've gotta run back
to the plaza for the tickets and I'll be
by at 11:00, see you then.

Gordon glances at his watch, 12:10.

GORDON
Those Jack-O-Lantern shards, we'll send
those to the labs see if we can lift a
print or two.

BATMAN
Don't bother.

A gloved hand wipes across the coffee table.

BATMAN (CONT'D)
Latex powder, they took the gloves off
when the left.

GORDON
And I suppose you've figured out the
motive.
 BATMAN
Wrong place, right time, they weren't
after him, they needed the woman.

GORDON
Woman?

BATMAN
The lipstick on his cheek.

Gordon looks down at the head which can't be seen through the
floor. He gives Batman a curious glance.

BATMAN (CONT'D)
I was just downstairs.

Gordon shrugs in appreciation.

BATMAN (CONT'D)
Were the Plaza tickets on the body?

GORDON
Just keys and chewing gum.

BATMAN
Get your men to Gotham Plaza immediately,
we may still have time to save her.

Gordon squints into the darkness and sees that Batman is

gone, the tape still untouched.

EXT. GOTHAM PLAZA

A large upper-class hotel. The street and sidewalks are

vacant. Smoke billows from the entry of the hotel. The fiery
faces of Jack-o'-lanterns line the sidewalk.

The Batmobile roars onto the scene, the hatch slides open.
Batman slams to the ground with authority.

Silence. Batman takes a few steps forward scanning the scene.

He hears a man yelling and looks around for the source.

Coins bounce off a nearby car.

The screaming comes closer and closer and closer...

A bodybuilder slams onto the parked car 10 feet from Batman,

caving in the roof. Batman stares in disbelief than walks
towards the car as the bodybuilder, DEVIL, regains his senses
and jumps to his feet, blood drips from the devil mask
covering his face.

DEVIL
Wow.

Batman looks up to the top of a 5 story building where four

other masked bodybuilders are about to jump.

One of them swan dives towards the Batmobile.

Batman speaks into his wrist/microphone.

BATMAN
Shields.

In seconds the car shells over.

TROLL slams into the car but it doesn't give. He lays in pain
a few seconds, then is electrocuted by the hood of the car,
he rolls to the ground, smoking.

The yelling of a jumping bodybuilder, ALIEN, alerts Batman

into action. He grabs Devil from the car and points the
grappling gun at his chest.

Devil giggles.

DEVIL
Whoa boy, easy now.

Batman fires the gun and a grappling hooks shoots through

Devil's coat and continues towards Alien. The hook grapples
the helm of his pants. The rope catches over the top of a
street light and jerks Devil off his feet as Alien slows down
and stops 10 feet from the ground, creating a human balance.

Two others jump. Batman checks his belt. Empty.

He clicks a button on his wrist, a grappling gun fires from

the side of the Batmobile across the street towards Batman.

In one swift motion Batman catches the gun, turns, and fires
it up towards the falling men.

The hook fires up and in between them. They look up as it

sinks into the roof above, then look back down to see the
other end of the rope coming up at them. At the last second
the ball bursts open and a net spreads out capturing them
both, suspending them a few feet above the street.

The bodybuilders struggle free of the rope. They encircle

Batman.

DEVIL (CONT'D)
Do you mind if we kick your face in?

BATMAN
Sure, and please, don't wait your turns.

Devil charges Batman head on. Batman sidesteps and trips

Devil into another kick. Devil gets back up completely un
phased and charges Batman again. Batman sidesteps tripping
Devil through a store window.

Troll pulls out a ball and chain and begins swinging above
his head. Batman stands, waiting patiently. Troll swings it
at him with incredible force, Batman rocks his head back and
the momentum of the missed swing sends Troll twirling around.
Batman grabs the spiked ball and swings Troll around,
slamming him through a water truck.

Batman turns just in time to see the other two men holding a
small car above their heads, ready to throw.

As he spins Batman sends two Batarangs flying, each hitting a

bodybuilder in the face. They drop the car on their heads and
hit the ground.

Devil steps out of the gun store window firing a shotgun.

Batman stands easy. The Batmobile releases a flock of twenty

Batarangs narrowly flying past Batman and rip through Devil
hurling him back into the store.

Troll takes two water jugs from the water truck and charges
Batman.

Batman hits his stance, dodging the swinging water jugs. In a

quick spin he lands a kick across Troll's jaw sending him
flying into the broken jugs.

A line of police cruisers arrive at the perimeter with lights

and sirens blazing. They form a perimeter around Batman and
the five bodybuilders.

Commissioner Gordon stands behind his car door with a

megaphone.

GORDON
All of you get down on your knees and put
your hands on your head.

Without hesitation Devil charges Gordon. Gordon steps back

but is pinned by another car. Before Devil can breach the
police line a batarang wraps his legs and he slams face first
into the pavement.

Batman begins dragging Devil back with the rope, when Troll
and Alien charge him. Batman charges straight at them then
dives to the left, clotheslines them both with the rope.
Before they can stand Batman ties both of they're arms and
legs.

The remaining two body builders charge the police line.

Gordon brings up his gun.

GORDON (CONT'D)
Freeze! We will fire.

The bodybuilders only speed up, screaming their battle cry.

Batman drops down in front of one of them with his cape off
like a matador. He throws it over his face, and then wraps
around him with the rope throwing him to the ground. While
holding the man in a choke hold he puts a small tranquilizer
into his neck. Batman looks up to see the second bodybuilder
be riddled with bullets.

BATMAN
NO! DON'T SHOOT!

His yelling inaudible over the gunfire.

The bodybuilder slows but continues to charge, only to be

shot several more times, he falls to his knees, than onto his
face. Dead.

Batman angrily stands lifting the 300 pound bodybuilder onto

his feet. He walks over to the dead man and searches his
pockets. He finds a two Plaza tickets and a matchbook with
two addresses hand-written in the opening flap.

OFFICER
We are going to need that as evidence
Batman.

BATMAN
Alright.

Batman tosses the sedated bodybuilder onto the officer while

ripping the cape off.

Gordon approaches Batman.

BATMAN (CONT'D)
No sign of her, they dropped her off
before the checkpoint.

GORDON
Batman, my men, they had no choice-

BATMAN
There was no reason.

Batman looks over at a pile of broken ropes, Troll escaped.

Batman turns to Bullock and rushes him. Bullock turns away in

anticipation of the blow, but looks back and he is gone.

INT. BATCAVE

The Batmobile rolls into place at the edge of the cave.

Batman jumps out and walks up the stairs to the research
area, Alfred awaits with a towel and dinner.

ALFRED
Early night sir?

Batman doesn't respond, but walks into the closet.

ALFRED (CONT'D)
Is something the matter sir?
Bruce walks out of the closet in a black tank top and pants.

BRUCE
No Alfred, we're going to need access to
the police computers, bring em up will
ya?

Alfred nods and walks over to the main console, typing

expertly.

ALFRED
Sir, we're in, what is it you wanted to
see?

BRUCE
Three men were brought in tonight, I'd
like to see their profiles.

Alfred types away like a veteran hacker.

The information comes up with the mug shots.

ALFRED
No previous records. All are members of
the Gotham University power lifting
team... I'm afraid there isn't much here
Master Bruce.

BRUCE
Bank accounts...

Alfred types away furiously.

Bruce begins reading off the results.

BRUCE (CONT'D)
Food, food, food, car payment, food...

ALFRED
What is it your getting at sir?

BRUCE
Those men, they were... unnaturally
fearless, feeling no pain.

Bruce tosses the matchbook and flips it open.

BRUCE (CONT'D)
This first address is Shenksy's, look up
this other address, I think it's their
next mark.

ALFRED
Mark sir?

BRUCE
It won't stop tonight.

Bruce walks to the edge of the platform and looks into the
abyss of the canyons.

INT. LECTURE HALL - DAY

DR. JONATHAN CRANE, a tall lanky man in his thirties, paces

back and forth lecturing to himself.

CRANE
I must not fear. Fear is the mind-killer.
Fear is the little-death that brings
total obliteration. I will face my fear.
I will permit it to pass over me and
through me. And when it has gone past I
will turn the inner eye to see its path.
Where the fear has gone there will be
nothing. Only I will remain...

STUDENT
Dr. Crane, I don't think anyone in this
room knows what the hell you're talking
about.

Crane stops suddenly and looks around, realizing he is in

front of a full lecture hall.

Crane pauses, than smiles.

CRANE
Very well Mr. Snow, what is your greatest
fear?

SNOW
Fear itself?

CRANE
Nonsense Mr. Snow, if fear is inevitable,
controllable, then why can it not be our
ally as well?

Blank stares.

CRANE (CONT'D)
Mr. Snow, I could talk all day about the
extent of fear on the placement of
society, how about I show you instead?

Crane walks behind the lab table and pulls out a large
aquarium. Behind the glass is a large black cat.

The class leans forward.

Crane reaches back behind the table and pulls out a small
white mouse. He holds the mouse by the tail and waves it in
front of the glass. The cat begins to hiss and claw at the
glass.

CRANE (CONT'D)
Conflict is dictated by fear, nature, by
definition, is the balance of that fear.
 The cat knows the mouse is afraid and
therefore knows he's in control, but what
happens when...

Crane places a cover on the aquarium, and then turns the

valve on a small canister connected to the cover. A red gas
leaks into the aquarium, but the cat seems unaffected.

Crane takes away the cover and picks up the mouse.

Crane drops the mouse into the aquarium. The mouse

immediately runs to the corner, and the cat drops low and
prowls forward. Suddenly the mouse turns and squeals, the cat
quickly retracts with its fur and back spiked and begins
ramming into the glass on the opposite side desperate to
escape.

Crane reaches in to pull out the cat, but the cat sinks its
claws into Crane's wrist. Crane pulls back holding his hand
and glares at the cat.

Crane then takes a syringe and presses a small drop of amber

liquid onto the mouse's neck.

The mouse pauses, then stands up on its legs, it hisses and

charges the cat's throat. After a minute of squealing and
hissing the white mouse is soaked in red, and the cat is
dead.

Crane looks through the other side of the glass smiling

widely.

INT. GOTHAM UNIVERSITY WEIGHT ROOM

A long hall filled with various machines and weight lifting

equipment, overlooks the university pool.

On the far end of the weight room a large pack of bruised

bodybuilders are working out together.

INT. SQUAT RACK

A bruised and beaten BROCK, a CROSS TATTOO on his forearm,

encourages his workout partner.

BROCK
C'mon, hit it again, you got it, it's all
you baby, one more, push, c'mon... FIVE.
Alright.

CHRIS finishes his squat set, racks the weight, and is

rewarded by pats on the butt from his workout partners.

Bruce, a little shorter and a little smaller in build walks

into the group wearing full training gear.

BRUCE
You boys mind if I work in?
The group turns and stares at him.

Bruce continues to wipe down the bar with his towel, and then
positions himself under the massive amount of weight.

Brock stops the bar.

BROCK
Are you gonna do a warm up set old man?

BRUCE
Yea, this is it.

Brock smirks and steps back.

Bruce quickly knocks out eight perfect reps and racks the
weight.

The group stares in disbelief.

INT. LOCKER ROOM

The bodybuilders walk into the shower room. Everyone taking a

shower sees the group, grabs their towels, and runs out.

The group begins pushing each other around and the usual
locker room horseplay. CHRIS shoves Brock back who slips on
the wet tile, but is caught on his way down by BRUCE.

BROCK
You again eh man?

BRUCE
Nasty look you've got there.

Brock feels his face.

BROCK
Feels fine. What's your name?

BRUCE
Bruce, you?

BROCK
Brock, this is Chris, Ethan, Buck, and
Crown. We're the GU weight lifting team,
or what's left of it.

BRUCE
How do you mean?

BROCK
A few of our boys were arrested last
night, one was killed.

Crown slams his fist into the shower wall.

BRUCE
Sorry to hear that.
Chris walks to the other shower besides Bruce.

CHRIS
So what you using man?

BRUCE
Using?

CHRIS
It's cool man, 'ol Ethan has used every
roid in the book.

Bruce turns and looks at ETHAN, a bald, yellow skinned 20

year old.

BRUCE
I don't juice.

CHRIS
No one can push that much weight without
a cycle or two.

BRUCE
I suppose if the price were reasonable...

Chris doesn't say anything, grabs his towel, and walks over
to his locker.

INT. LOCKER AREA

Bruce walks over and Chris hands him a small carton.

CHRIS
You've got two cycles there, going rate
is four Gs.

BRUCE
Where did you get it?

CHRIS
Hey, you wanna ask questions or get
heeyooge.

Bruce pulls out his wallet and hands him the money.

CHRIS (CONT'D)
Whoa ho ho, money man, pleasure doing
business with you.

EXT. PLAYGROUND - DAY

A class of children covers the playground. Crane sits off to

the side on a bench staring blankly.

A boy on the swings is sitting with his leg crossed just like
Crane, and is reading The Legend of Sleepy Hollow.

A group of boys comes up behind him.

 BULLY
Hey, Ichabod, you want to swing eh?

Before the young Crane can get off the swing, two of the
bullies begin pushing him back and forth.

YOUNG CRANE
No! Let me down, stop!

Crane looks up from his grading and notices the boy.

BULLY
Are you scared Ethiopian boy?

They push the swing higher and higher.

YOUNG CRANE
Stop! Please stop! Let me down! Please!

Young Crane starts to cry, but the bullies just push harder.

Crane runs to the fence, fighting with it, screaming at the

boys, but he is mute.

The book flies free of Young Crane's hands, and the pages
break free, raining down onto the playground.

BULLY
Skin and bones is scared.

The bullies laugh and push him even harder, Young Crane
breaks free of the swing and flies sprawling onto the ground.

YOUNG CRANE
My leg, you broke my leg, somebody help
me, please!

The bullies run away as the teacher comes running. The pages
of the book rain down dreamily over him.

Crane is still yelling at the fence but now it is audible.

CRANE
Leave him alone, stop it, leave me alone,
Please stop it!

Crane realizes there is no one at the swing, and everyone

around is now staring at him. He fixes his hair and slowly
walks back to the bench, his face and shirt are drenched in
sweat.

INT. BATCAVE

Bruce walks down a level and turns on a giant computer

screen.

He pulls out the syringe he bought from David and swabs out
the liquid.
He begins to examine the substance under the microscope seen
on the screen.

The screen shows the processing then displays the results.

BRUCE
(reading the screen) traces of
hydroxyandrost, testosterone.
A simple steroid...

Bruce walks up and looks closer at the screen.

BRUCE (CONT'D)
This isn't possible, it's unstable, it
would kill the recipient immediately.

Bruce types away, zooming onto the cell.

BRUCE (CONT'D)
The exterior of the steroid molecules are
coated with something. Computer, analyze
the epidermis of regents 2b and 4f.

The computer processes.

BRUCE (CONT'D)
Unknown substance.

Bruce walks back up the stairs to the computer level.

INT. BOARD ROOM

Crane, covered in sweat and hair a mess, walks into the room
carefully, looking around as if unsure of the location.

GROMLEY
Jonathan, thank you for coming, we know
it's short notice.

ASHTON GROMLEY and THADDEUS EGGINS, two proud deans in their

forties, both with ridiculous mustaches, stare behind thick
suits at the frail and nervous Crane before them.

CRANE
I've got nothing but time I assure you.

GROMLEY
Take a seat, please.

Crane slowly sinks into the chair.

EGGINS
I suppose you know why you're here, so we
may as well get straight to the point.
The extra funding you requested-

CRANE
I got it?
 EGGINS
You're fired.

Crane stops suddenly.

CRANE
What?

GROMLEY
You're fired.

CRANE
What are you talking about?

EGGINS
Well, I'd be lying if I said it was a
difficult choice, quite frankly Crane
this day has been a long way coming.

CRANE
Why?

EGGINS
Your experiments, your irrational
methods, your request for human test
subjects, the dead cats-

CRANE
Fools! You can't do this to me, what,
who, Dr. Shensky, she made you do this.

GROMLEY
She was the only one vocal about the
situation, but we feel the same way.

EGGINS
Bye Crane.

Crane speaks under his breath.

CRANE
No, you will see me again, before you
die, you will know true fear.

GROMLEY
See, I heard that, that's the exact kind
of freakishness we're talking about, get
some help.

EXT. WAYNE ENTERPRISES

The Rolls pulls up to the front of the classic skyscraper and

Alfred steps out, walks to the rear, and opens the door for
Bruce.

BRUCE
How's your day looking Alfred?
 ALFRED
Well the antiques need shining sir, and
I'm going to start on the wood-

BRUCE
Alfred.

ALFRED
Yes sir?

BRUCE
Look at this day, take it off, go do...
whatever it is you do.

ALFRED
Very well sir, we did need some new mops.

BRUCE
See you later.

INT. WAYNE ENTERPRISES -LOBBY

Bruce strides confidently across the vast lobby greeting each

employee by name.

He steps through a group of custodians who are cleaning up an

elaborate mess.

BRUCE
Susie, how are things with the dog,
what's it's name?

SUSIE
Tom? Great, just found out about his
other girlfriend.

Bruce chuckles and continues to the elevator.

JOSH, a security guard, is checking ID's at the counter.

JOSH
Mr. Wayne, how are things this morning?

BRUCE
So far so good Josh, you?

JOSH
Going great.

BRUCE
Where's Lyle?

JOSH
Mr. Bolton is still recovering from
surgery, he'll be in later today.

BRUCE
Send him up when he comes in OK?
 JOSH
Will do sir.

INT. BRUCE'S OFFICE

Bruce strolls casually to his desk and then stands at the

window.

BRUCE
Hey, Dolly.

DOLLY
(over speaker)
Yes Mr. Wayne?

BRUCE
Are we still giving that chemical
research plant, what's the name-

DOLLY
(over speaker)
Fountain Chemicals, and yes sir, we're
still donating 3 million every quarter.

BRUCE
Well that should get us something, get
them on the phone would ya?

Bruce eases into the chair, playing with knick knacks while
waiting for the call. Someone knocks at the door.

BRUCE (CONT'D)
Come.

Lyle Bolton steps in, and limps to the desk. Bruce stands.

BRUCE (CONT'D)
Ah, Lyle, how'd it go?

Lyle knocks on his plastic leg.

BRUCE (CONT'D)
I'm really sorry to hear that Lyle,
really, here-

Bruce walks around the side of the desk and helps him ease
into the chair.

LYLE
I got it sir, but thanks.

Bruce sits on the edge of the desk.

BRUCE
So how are you? Considering.

LYLE
Doing OK, I don't mind the fake leg too
much, there's really no difference.
 BRUCE
Good, good.

LYLE
Look, about what-

DOLLY
(over speaker)
Mr. Wayne, Ryan Flemming from the
chemical factory is on the line.

BRUCE
Put him through dolly (beat) This will
just take a second Lyle.

RYAN
(over speaker)
Hello? Mr. Wayne?

BRUCE
Hello, Mr. Flemming is it?

RYAN
(over speaker)
That's right, but call me Ryan, Mr. Wayne
I insist, after everything you've done
for us I feel like the little French boy
or something.

BRUCE
No, don't think of it, you and your
people do great work.

RYAN
(over speaker)
Well thank you sir, your money isn't
going to waste, we've invented several
new compounds that we're very excited
about, so what can I do for you?

BRUCE
Actually Ryan that is exactly why I'm
calling, I'd like to take a look at what
you've created, and your clientele list
if it's at all possible.

RYAN
Well, your more than welcome to our
files, they're public record-

BRUCE
I'm more interested in your private
accounts.

RYAN
Well, Mr. Wayne, we assure all of our
clients their privacy.
Lyle squirms, irritated.

BRUCE
I can certainly understand that, I assure
you I wouldn't ask if it weren't
absolutely important.

RYAN
Mr. Wayne, I really wish I could, but its
part of our contract I mean-

BRUCE
Ryan, I don't mean to imply that I've
paid you off, but the donations I've made-

RYAN
Sir, the money is great, but I really
can't-

Lyle jumps up from his chair and leans over the speaker.

LYLE
Listen you sleazy little weasel, screw
the contract and your clientele your
business is Wayne's business.

Bruce gently pushes back on Lyle's shoulder for him to sit

down. Lyle violently pushes Bruce's hand away and keeps
yelling.

INT. FOUNTAIN CHEMICALS

The screaming of Lyle is audible throughout the office. Ryan

is holding the phone away from his ear.

LYLE
Tell him what he wants to know or I'll
personally be down there to rip your-

Ryan slams down the phone.

INT. BRUCE'S OFFICE

Both men sit in silence for a moment.

BRUCE
You have kind of a temper don't you?

LYLE
Yea, I guess I do.

BRUCE
That's actually why I wanted to see
you...

Bruce gestures to the balconey.

EXT. WAYNE ENTERPRISES- BALCONEY

The men stand overlooking the city.

BRUCE
I'd like for you to take some time off.

LYLE
Sir?

BRUCE
I'm putting you on an anger program, I'm
getting you the best doctors.

LYLE
Sir I can't-

BRUCE
On me of course.

LYLE
Sir, I've got to work, security is all I
know, no one will take a basket-case

BRUCE
I've given plenty of money to Arkham,
I'll make a call for you, you can work
there until you finish your program,
we'll be waiting for you here.

LYLE
Well, thank you sir, but that's a
different place than here, what about...

Lyle knocks on his fake leg.

BRUCE
I don't think it will interfere in any
way.

INT. GOTHAM UNIVERSITY -EGGINS OFFICE -NIGHT

Eggins works through the clock grading papers at his desk.

The sound of approaching footsteps.

EGGINS
Hello? Who's there?

Eggins gets up from his desk rushing to the hall.

EGGINS (CONT'D)
These premises are off limits after-

INT. HALLWAY

Empty.

Eggins looks around and goes back in his office. Thinking

twice he closes the door.
INT. OFFICE

Eggins settles back into his seat, resumes grading.

A furious pounding at the door.

Eggins jumps in his seat.

He nervously adjusts his glasses.

EGGINS
Hello? Who's there?

Eggins slowly gets up from his seat and walks to the door. He
opens it quickly, and looks into the hall, nothing.

He runs back into his office and grabs the phone, dead.

He runs out into the hall.

INT. HALLWAY

Eggins walks down the dimly lit hall, checking each open door
for a phone. A reflection of someone in a window, he turns,
no one.

He rounds a corner, a red gas permeating from a locker.

He coughs a bit, then keeps running.

As he runs he looks down at his skin, leeches cover every

inch of his body.

EGGINS
My God, get off, get them off!

Eggins sprints through the hall screaming. He rushes through

the history department and slams into a glass case, a SCYTHE,
hits the floor, echoing through the halls.

The leeches are moving up his face, he screams out loudly as

he runs through the doors, into-

INT. AQUATIC CENTER

Eggins sprints towards the Olympic sized pool and dives in.

He resurfaces moments later with a sense of relief, the

leeches are gone.

He wades to the edge of the pool. Two feet are waiting.

He slowly looks up to the shadowy face.

EGGINS
Crane, what are you-

Crane slams the scythe down into his back.

Crane turns to leave, thinks better of it, then turns back.
He picks up the scythe and slams it down again and again, his
face, he is enjoying it.

EXT. CEMETARY -MORNING

A sea of black umbrellas shelter the funeral procession from

the heavy morning rain. A coffin rests above the freshly
plowed plot, and a preacher speaks to the large gathering.

PREACHER
He served his city, but served his family
first. Gotham will forever be indebted to
the service of James Gordon.

In the front of the group is BARBARA GORDON, a red haired

college student, crying profusely.

Barbara steps to the front and takes the preacher's place.

She begins to speak in between sobs.

Bruce stands behind the group by a tree and without an

umbrella. He looks awful. His hair is soaked to his forehead
and his eyes are bloodshot surrounded by black circles. He
walks forward into the rain and towards the congregation. He
stops suddenly, and then looks on.

The congregation forms a line at the casket.

The group passes the coffin in a line and then scatters back
to their cars.

Barbara stays behind to talk to her father.

Bruce begins to approach her, then steps back into the cover
of the trees.

Barbara finishes and slowly makes her way to the car.

Bruce sloshes through the grass and stops at the coffin. He

pulls a SMALL POLICE BADGE out of his trench coat and places
it on the gravestone. He looks back and sees Alfred, under
umbrella, waiting by the limousine. He turns back to the
coffin and places his hands on the lid.

BRUCE
James...I, you should have never trusted
me. They told you to stay away from me,
you should have listened, Gordon, why
didn't you listen. I'm sorry...

GORDON (V.O.)
Don't be...

INT. GORDON'S OFFICE -NIGHT

GORDON
Like you're going to use the door?
Batman is standing in the shadows of the corner by an open
window.

Jazz plays softly in the background.

GORDON (CONT'D)
Another one last night, Eggins, found pin
cushioned in the Gotham University
swimming pool, someone with a soft spot
for GU Deans?

Gordon tosses pictures of Eggins floating in the pool.

BATMAN
Expect another murder, I think this is
their next mark, Jonathan Crane.

Batman tosses the matchbook on Gordon's desk.

GORDON
Good, we'll start 24 hour protective
surveillance of the residence
immediately.

BATMAN
Those men you brought in the other night,
it doesn't stop with them.

GORDON
Talk to me.

BATMAN
They were on something - some sort of
steroid that hasn't been registered.

Batman tosses a packet of printouts onto the desk.

BATMAN (CONT'D)
It blocks the section of the brain
responsible for pain, and nullifies the
section of fear.

GORDON
Messy.

BATMAN
I haven't been able to duplicate the
composition, it stays dormant in the
body, until it is triggered.

GORDON
Triggered by what?

BATMAN
Their psyche is totally altered, it may
be related to that.

Gordon walks over to the computer and begins pulling up data.

 GORDON
We'll bring in outside help to bring
along your theory. Batman?

Gordon turns and Batman is gone, a breeze blows in through

the windows.

GORDON (CONT'D)
I hate it when he does that.

BATMAN
Who did you have in mind?

Gordon is startled and turns to see Batman looking over his

shoulder at the monitor.

Gordon turns back and begins typing. A profile for Ashton

Gromley appears on the screen.

GORDON
Dr. Ashton Gromley, the dean of the
Chemistry department at Gotham U,
specializing in temperament altering
substances.

The printer starts up and Gordon walks over to get the

printout.

GORDON (CONT'D)
We'll let you know what he thinks about
your analysis, here's a copy of his
profile.

Gordon rips off the printout and throws it to Batman, who is

no longer there. Gordon chuckles.

INT. GROMLEY'S APARTMENT

Brock and Chris are wrapping the struggling Gromley in a bear

skin rug, when the phone begins to ring. The answering
machine picks up.

ANSWERING MACHINE
Heya, Mr. Gromley, this is Commissioner
Gordon down at Gotham PD.

Brock strains to hear the message over Gromley's muffled

moaning. Brock slams his fist into the bear's head. Gromley
stops.

ANSWERING MACHINE (CONT'D)

We need you to stop by some time
tomorrow, we have a few questions for
you, just tying up a few loose ends.
Thanks.

BROCK
Better tell the boss.
INT. CRANE'S LIBRARY - NIGHT

Crane stumbles into his house drunk, with a near empty bottle
of liquor in his hand.

CRANE
Your experiments, your irrational
methods, your request for human test
subjects....

Crane shatters the glass bottle over the table.

INT. TEST CORRIDOR -CONTINUOUS

Horrific screams fill the chamber.

Crane opens a fake rock section that reveals a LARGE BLUE

SAFE. He turns the dial and opens the thick door revealing
row after row of various chemicals and syringes. They are
marked Versions 1, 2, 3, and 4.

Crane walks past the first cell and inside a man is screaming
and clawing at his skin.

SPIDER MAN
Get them off of me, please, they'll kill
me, please, get them off of me.

In the next cell a man is laying on the ground with his legs
together and his arms crossed on his chest, like he is in an
invisible coffin.

In the last cell is a woman screaming like a banshee, it is

Dr. Susan Penchky.

CRANE
Susan, thank God I found you, let me get
you out of this horrible awful place.

Crane pretends to fumble for his keys.

CRANE (CONT'D)
Actually, come to find out, you're
somewhat of an endangered species Doctor,
I'm afraid both of your colleagues were
viciously slaughtered, probably for their
horns.

Susan crawls to the glass wall.

SUSAN
You are insane, what do you want with me?

CRANE
You see Doctor, you didn't see the
relevance of my research, so I thought I
might give it to you first hand.

A door slams upstairs.

Crane rushes down the corridor and up the stairs.

INT. CRANE'S KITCHEN - CONTINUOUS

Crane rounds the corner. Chris jumps out in front of him.

CHRIS
Boo!

Crane jumps back startled. Chris laughs hysterically. Crane

gathers himself and hatefully shoves past Chris.

Brock is helping himself to the food in Crane's refrigerator.

Crane barks away.

CRANE
What are you doing here, where is
Gromley?

Brock raises up from the fridge with a turkey leg in his

mouth.

BROCK
(mumbling) In the car.

Crane walks over to Brock and rips the drumstick from his
mouth.

CRANE
And why? Why is he in the car?

BROCK
Cause boss, we had to tell you something.

Crane waits.

CHRIS
Tell him.

BROCK
No, you, I told him about the taillight.

CRANE
Taillight?

BROCK
Nothing

CHRIS
The cops called over to Gromley's place.

CRANE
Why?

CHRIS
We dunno, he's supposed to call the
commissioner.
Crane looks out the window and notices the squad car parked
across the street.

CRANE
You brought the cops here you fools!

CHRIS
Nah boss, they was already there.

CRANE
The police are parked across the street
and you have a kidnapped person in your
trunk-

CHRIS
Well, technically speaking, to be a bit
more precise, in a manner of words, he's
not in the trunk.

Crane looks out the window and sees a gagged Gromley covered
in a bear skin rug, the bear head on top of his, in the back
of the car fighting the ropes trying to get the cops
attention.

CRANE
Get out there and take him to the
location, I'll take care of the police,
and remember, tonight...

INT. SQUAD CAR

Officers JERET and DERET are filling their mouths with

pastries. They take no notice of the two bodybuilders leaving
Crane's house and pulling away.

JERET
If the precinct can reimburse for gas,
they should reimburse for donuts too.

DERET
Agreed, hey look at the cute dog waving
at us.

They look over to Gromley in the backseat of the car.

JERET
Hi doggy, cute dog, I want a dog.

INT. BUZZ'S CAR

Gromley is fighting the gag violently waving at the cops to

get their attention, but the bear skin covers him.

EXT. CHEMICAL FACTORY - NIGHT

A large warehouse overlooks the Gotham river. A dim light

races underwater towards the factory.
INT. RIVER UNDERWATER- CONTINUOUS

The Batboat stops in front of the grill and shuts down. The
canopy opens and the cockpit immediately floods with water.
Batman puts a small breather in his mouth and swims to the
tunnel hatch.

He takes a tiny torch from his belt and begins melting

through the grate.

INT. CHEMICAL FACTORY -CONTINUOUS

There are huge vats of various liquids, powders, and rocks

covering the warehouse floor. Various machinery gauges each
vat making for a very sterile technological factory.

A reactor is suspended from the ceiling, directly above the

emergency water pool that runs to the river. The torch-light
fills the pool, and then suddenly goes out.

INT. POOL

Batman slowly raises his head from the water, looking around
carefully before leaping out of the pool and onto the deck.
His suit instantly dries. He drops the water inhaler and
clicks a button on his belt that turns on the small
flashlight at his waist.

INT. CHEMICAL FACTORY

He scans the warehouse until he sees the office on the second

level.

INT. OFFICE

The main door opens without incident. The small beam of light
darts quickly around the room, until it stops at the filing
cabinet.

Taking a pick from his utility belt, he unlocks the cabinet

in seconds and begins rifling through the files. He finds the
right file and flips through it.

BATMAN
12 liters of hydrosestine to Gotham
University...

He keeps reading until he finds the chemical makeup for

hydrosestine. He flips over his wrist and talks to his watch.

BATMAN (CONT'D)
Alfred, I'm sending you something.

ALFRED
(on watch) Yes sir.

He pulls a hand sized scanner from his belt and runs it over
several pages. A loud crash from outside stops him.
INT. CHEMICAL FACTORY

A tanker crashes through the metal warehouse walls and rolls

to the middle of the factory floor. Chris and Brock jump out.
Brock runs to the back of the tanker and begins connecting a
firehose to the tanks.

Chris takes the other end of the hose and throws it into one
of the vats.

CHRIS
Alright, start pumping.

Brock pulls down a lever and the tanker begins sucking up the
liquid from the vat.

Chris yells towards Brock, but is barely audible over the

loud pump.

CHRIS (CONT'D)
How much did he want?

BROCK
Not sure, I forgot what he said, just get
as much as it can hold.

Brock pulls out a cigarette and lights it, leaning on a

"Highly Flammable" sign.

They both laugh at the absurd gesture.

Two more tankers pull in through the hole in the warehouse

wall.

Two bodybuilders jump out of each one and go through the same
setup process, each pumping the hydrosestine from their own
vats.

CHRIS
What is he going to do with this much?

BROCK
Don't know man, as long as we keep
getting the juice, I don't ask questions.

CHRIS
True true.

Brock walks off to the side to finish his smoke.

BATMAN
You don't happen to have a light do you?

BROCK
Sure.

Brock turns and flicks the lighter. Out of the shadow a

flying fist connects with his face. The sound of the motors
covers the smack and grunt of pain.
Crown pulls out a syringe and flicks at the needle. He pulls
down the back of the pants and holds the syringe out to Corb.

CROWN
I can never do it to myself, you mind
man?

Corb takes the needle, but is suddenly yanked up to the air.

Crown is squinting his eyes waiting for the needle.

Suddenly he feels the poke, and is relieved.

BILL
Ah man, thanks a lo-

He suddenly passes out and hits the floor. Batman is holding

a tranquilizer dart.

CHRIS
Batman!

Without even turning Batman leaps out of sight, the shotgun

blast nearly misses him and hits a vat. The vat bursts into
pieces and the liquid rushes out over the floor.

The three bodybuilders pump their shotguns and look around

nervously.

In the darkness there is a sudden scream then a shot, then

another vat explodes.

Another scream, another shot, and then one of the tankers

explodes.

CHRIS (CONT'D)
Anyone get him?

ETHAN
I think I hit him.

CHRIS
Where is he?

Another blast, and this time it shatters a massive glass wall

housing a boiling liquid. The chemicals burst through the vat
capsizing two of the tankers. Chris and Ethan are knocked off
their feet. The factory is waist deep in liquid chemicals.

Batman is on top of one of the tipped tankers looking over

Crown.

BROCK
Batman!

Batman freezes, Brock is directly behind him. Brock pumps the

shotgun.
 BROCK (CONT'D)
Do not move. Ethan, Crown, Chris, get
over here.

They surround Batman with their guns aimed directly at him.

BROCK (CONT'D)
I'm sick of this guy man, I'm gonna waste
him right here and now.

Batman raises his arms to his head. He presses a button on

his wrist.

EXT. FACTORY

The Batboat rests under the water on the riverbed. Suddenly

it roars to life, the console lights up, and the canopy
closes.

INT. FACTORY

Batman turns and looks straight at Brock.

BATMAN
Shields.

A quick flash in the water and all six drop their guns and
scream out in pain from the electrocution. Batman takes the
opportunity and dives into the water.

Another vat gives under the pressure and immediately reacts

with the other chemicals. The entire surface of the water is
engulfed in flames.

Batman looks up in the water and sees the fire just feet
above. He swims faster through the pool and into the river.

EXT. RIVER

The Batboat fires out of the river and races across the
surface.

INT. FACTORY

The men slowly get to their feet and look around.

CHRIS
What's that on your leg?

Brock raises his leg and its just a black rope.

BROCK
Looks like a rope

CHRIS
Weird, I got one too.

All of the others look down and see the rope around their
legs as well.
Brock looks down at the rope and notices the slack is quickly
being taken up.

Brock is suddenly jerked underwater, and is drug through the

emergency pool.

The other men just look at each other.

Chris gets pulled under next, then Orf.

Bill works the rope off his leg, but the rope pulls tight on
his wrist yanking him under.

EXT. RIVER

The Batboat speeds away pulling the men through the water.

Brock pops to the surface and gasps for air, followed by the
others.

INT. FACTORY

Batman pops back up out of the water, and wades over to the
trucks.

INT. TRUCK

Batman rips the door open and searches the glove box, under
the seat, visor, pack of cigarettes.

On the back of the pack is a recipe, involving hydrosestine.

INT. CRANE'S LAB

Typical science lab: test tubes, beakers, long tables, messy.

The far wall is covered with caged animals screaming wildly.

CRANE
Shutup you little beasts, shutup!

Crane is cutting into Gromley's ID and inserting his own

picture.

Crane's black cat, STEENWYCK, jumps onto the table and rubs
against his arms for attention.

CRANE (CONT'D)
Not now Steenwyck.

Crane stops for a moment.

CRANE (CONT'D)
Actually maybe you can help me with the
new mixture.

Crane picks up the cat and carries him to a table.

He puts a syringe into a boiling red liquid and fills it.

CRANE (CONT'D)
Easy now...

The cat crouches and Crane quickly sticks him in the neck.

Crane steps back and waits a moment.

CRANE (CONT'D)
Your a special one aren't you, nothing
works on you.

Crane is mixing various chemicals, the door slams open.

All of the bodybuilders file into the lab, their hair is

bleached.

CRANE (CONT'D)
Glad you all had time to stop by a
parlor, did you get it?

BROCK
Well that depends on what you mean by
'get it'.

Crane slams down the beaker shattering it over the room.

CRANE
What happened?

BROCK
Batman, he fights dirty boss.

CRANE
I don't have time to deal with this. You
didn't leave anything did you?

Blank stares.

CRANE (CONT'D)
What did you leave?

BROCK
Nothing...

CRANE
We'll have to take him out of the picture
for our little experiment. We'll need
Gromley.

Crane rushes over to the fake ID and examines it.

Steenwyck walks over and rubs against Crane's arm.

Crane glues on a cheesy mustache similar to Gromley's.

CRANE (CONT'D)
(impersonating Gromley) You're fired.
 You're fired.

Brock makes a face at Steenwyck, who spikes up and bites

Crane's wrist.

CRANE (CONT'D)
You stupid fat.. When I get back...

INT. POLICE LABS -DAY

Commissioner Gordon leads Crane through the sterile labs.

GORDON
We appreciate the time you're giving our
investigation Mr. Gromley Our technicians
are looking at a type of steroid that
isn't on record. We need someone with a
little more specialization in this field
and your name is on a very short list.

Crane seems very twitchy. He checks his mustache.

CRANE
Yea um, sure uh officer Gordon. I'm glad
to help.

Gordon shoots him a questioning glance and then leads him

into one of the labs.

INT. LAB

Gordon gestures to a microscope and a monitor off to the side

showing what the scope sees.

Crane steps up tentatively and looks into the scope, quickly

back at Gordon, then back into the scope. His odd behavior
does not go unnoticed by Gordon.

GORDON
The office said that with your background
in chemistry and psychiatry you might
have something relevant to add about how
it may effect the psyche.

Crane looks up from the microscope.

CRANE
Where did you get this?

GORDON
Sorry, privileged information. We think
it might have been manufactured locally.
Any idea where something of this sort
could be made?

CRANE
No, it wasn't made around here, it um,
probably was made, somewhere else.
Crane dabs at his nose, its bleeding.

His face fills with horror, he's been infected, How? He looks
down at his wrist, at the cut. Steenwyck.

GORDON
So, what do you make of it?

Gordon takes a step towards him.

GORDON (CONT'D)
You feeling OK Dr. Gromley?

Crane gasps and takes a step back.

CRANE
Stay away, I don't know you, keep away
from me.

GORDON
Doctor?

CRANE
Somebody help me! He's trying to kill me!

Crane grapples a beaker, breaks it over the counter, and

pathetically swings it at Gordon, missing by two feet and
falling wildly to the floor, knocking him out.

INT. HOSPITAL ROOM - NIGHT

Crane wakes up with a gasp and looks around the room. He has
a bandage around his head, and several tubes coming in and
out of his body connected to various monitors.

He rips the tubes from his wrist and stands, still very weak.
He looks down to see he is wearing a white hospital gown.

He nears the door and hears an inaudible conversation

directly outside. He then hears the static and crackle of a
police radio.

CRANE
The police? What do they want with me?
They know, how do they know? Why am I
talking to myself?

He sees a chart at the foot of his bed and races to it, he

flips through the sheets. The name on the chart is Ashton
Gromley.

CRANE (CONT'D)
(reading) Chemical imbalance,
unknown substance found in
blood sample....

Crane slams the clipboard down.

CRANE (CONT'D)
 They know. Shut up. Fool.

Crane looks under the bed and finds a basket with his pants.
He pulls out a small inhaler.

He walks to the door and puts the inhaler to the crack at the
bottom. He sprays the gas into the hall. Within seconds he
hears the screams of two men.

He opens the door and looks into the hall.

INT. HALL

The two guards are both tumbling around on the ground. One
has a large python wrapped around him and squeezing. The
python flashes in and out of existence.

The other guard is on fire. The fire as wells flashes in and

out of existence.

Crane sprints across the hall and down the flight of stairs.

INT. LOBBY

Crane sprints around a corner and slams into a man. He falls

back and looks up. He is falling towards Crane, grabbing at
him.

CRANE
Back you devil!

It lightly falls onto him. He gets up and looks closer and it

is a large scarecrow decoration in the children's section.

Crane quickly grabs the large hat and puts it on to cover his
bandage. He then grabs the large trench coat and throws it
over his hospital gown, then runs out the main doors into the
night.

INT. BATCAVE

Bruce steps out of the shower and Alfred tosses him a towel.

ALFRED
Sir, you still need to RSVP for the opera
tonight, shall I make a reservation for
two?

BRUCE
I'm flattered Alfred, didn't think you
liked the opera.

ALFRED
Very funny sir, I was thinking more along
the lines of that redhead you met last
weekend at the Barnivilles.

BRUCE
Shana?
 ALFRED
No, the tall one.

BRUCE
Oh right, Laura.

ALFRED
No, the one from the city.

BRUCE
Sara.

Alfred pauses, useless.

BRUCE (CONT'D)
Not tonight Alfred.

ALFRED
Then perhaps I'll give her a call.

BRUCE
Not you either, we've got work tonight.

ALFRED
Very well sir.

Bruce dries his hair with the towel and adjusts the robe.

BRUCE
Let's bring up the PD computers, I want
to know if there's been any escapes from
the prison.

ALFRED
What of it sir.

BRUCE
Whoever is behind this, is using someone
from the university, possibly blackmail.

ALFRED
And Arkham?

BRUCE
I'm going to find out for myself.

INT. ARKHAM ASYLUM - DAY

Bruce walks with Lyle Bolton.

LYLE
Good to see you again sir.

BRUCE
Good to see you Lyle. Glad to see you
fitting in.

LYLE
 Can't complain, alot of patients to take
out my aggression on.

Bruce shoots him a look.

LYLE (CONT'D)
Kidding.

BRUCE
I see my funding is going to good use.
And the security upgrades?

LYLE
Top notch, things were pretty shabby
until you came along. Did you approve the
schematics?

BRUCE
Yes, and made a few alterations,
everything seems to be working fine, too
bad the mansion isn't getting the same
face-lift.

LYLE
Yea, its a shame really, tearing the
whole thing down then starting back
again.

BRUCE
Really, so much history.

LYLE
Demolition starts at the end of the year.

The electronic gate slides aside and they enter another

corridor.

LYLE (CONT'D)
We'll start with the reconstruction on
the second floor, we have an entirely new
network of card scan-

BRUCE
If it's all the same,could we start with
the patients facilities instead?

LYLE
I don't know if that's a good idea Mr.
Wayne, the patients are usually a little
restless before they get lunch.

Bruce flashes a quick smile.

BRUCE
I'm fine with that.

Lyle shrugs and leads him up the stairs. They reach a gate
and he slides his card leading Wayne into the patient's
corridor.
INT. PATIENT'S CORRIDOR

They walk briskly past the cells.

Bruce slows and walks by each one taking a mental inventory.

In one of the cells the patient is huddled up under blankets.

Bruce steps up to the bars and peers in.

The blankets fly off the patient and he rushes the bars and
is face to face with Bruce.

PATIENT
Ashes ashes-

LYLE
Careful Mr. Wayne.

Lyle slams his baton across the patients knuckles. The

patient screams wildly then runs around the cell.

PATIENT
We all fall down!

The patient slams to the floor, asleep.

BRUCE
No, it's fine, I'm fine.

Lyle composes himself.

BRUCE (CONT'D)
Nothing to worry about gentlemen, great
to see the money in action.

Bruce points to the four locks on each corner of the door.

LYLE
We're still having a problem with the
timing fluke.

BRUCE
Fluke?

LYLE
Twice a day, at noon and midnight the
locks stutter, we've got someone coming
by in two weeks to have it checked out.

BRUCE
Probably doesn't matter, I see everything
is doubled up.

LYLE
At any rate, those plans you requested
were sent on over to your place, should
be there within the week.
Bruce thinks.

BRUCE
Must have been my secretary.

LYLE
That all for this level?

BRUCE
No, this is fine. Tell me, what kind of
outside correspondence do the patients
receive?

LYLE
None, they're cutoff. They can't send or
receive any letters or packages.

BRUCE
And have there been any patients released
in the last couple months?

LYLE
I'd have to check the charts for the
exact dates, but I can tell you right now
there hasn't been a release in over a
year.

BRUCE
Escapes?

LYLE
No way. We've had a team of consultants
rub this place left and right, there is
no feasible way someone could get off the
premises.

BRUCE
I see.

INT. GORDON'S OFFICE - NIGHT

Gordon stands in a tuxedo checking himself over in the

mirror. Bullock enters.

BULLOCK
Something that may interest you boss.

GORDON
What is it?

BULLOCK
The day of Eggins murder, he fired a
Jonathan Crane, that guy we're supposed
to be protecting.

GORDON
Interesting, that's certainly a motive,
any word on Gromley?
 BULLOCK
None, he's gone, clean escape.

GORDON
They may be working together, find
Gromley, we already have a stakeout at
Crane's place.

INT. POLICE CRUISER

Jeret is asleep in the passenger side and Deret is flipping

through a magazine.

Deret looks up from the magazine when Steenwyck jumps onto

the hood.

DERET
Whoa!

Jeret groggily wakes up.

JERET
What is it?

DERET
A cat, just a cat.

Bullock closes his eyes and Deret looks out the window.

Steenwyck claws Deret across the face.

Deret pulls back fiercely.

DERET (CONT'D)
Son of a- that cat man.

JERET
Man I'm trying to sleep. Cat? Cat? I'll
get the cat.

Jeret jumps out of the car.

Deret shakes a bit as the infection takes over.

JERET (V.O.) (CONT'D)

Here kitty kitty, here, c'mere cat, so I
can-

Jeret grunts violently, silence.

DERET
John, what's up man? You ok? Listen I
think I'm sick or something.

Deret steps out of the car.

EXT. CAR
 DERET
Jeret? Where you at? No games man c'mon,
we've gotta work, the Commish will kill
us.

He turns back to the car and it is covered by several cats,

all black, all Steenwycks.

He turns back around and the entire street is covered by

hundreds of cats. They rear up hissing.

DERET (CONT'D)
What-

He looks up and sees two eyes peering down on him from the
shadow.

DERET (CONT'D)
What is this?

In a quick flash The Scarecrow slings his scythe and slashes

Deret under the jaw. Deret grabs his neck as the blood gushes
out.

Deret tries to support himself on the cruiser, but slips on

his own blood and hits the ground.

Steenwyck and The Scarecrow stare down at him, unmoving.

Deret opens his eyes just long enough as the cats rush him
clawing violently. He fades out.

INT. WAYNE MANOR DINING ROOM -NIGHT

Bruce watches the fire in the massive fireplace, and glances

up to the portrait of his parents.

BRUCE
It's someone new.

ALFRED
And what do you intend to do?

BRUCE
Find him before he gets bored, we can't
just wait for him to do something else.

ALFRED
May I recommend sir, starting with a
drink?

Bruce manages a smile and walks to the door.

BRUCE
Thanks Alfred.

He swings open the door and walks into a party in full swing.

INT. BALLROOM
Bruce is immediately surrounded by women. Grace Summers, the
reporter, wedges through.

GRACE
So Bruce, tell us about your business
trip to Japan again.

BRUCE
Well, it's such a boring-

WOMAN
Or why your such a bachelor Bruce
shouldn't you be tied down?

BRUCE
Well, I'm tied down now

Bruce makes his way to Gordon.

GORDON
Mr. Wayne, thank you for having me, great
party.

BRUCE
Oh, Commissioner, my pleasure, I'm glad
you could find it in your time to come.

GORDON
Well, time is something I seem to have
less and less of.

BRUCE
Tell me about it.

GORDON
Now Bruce, you know that's confidential.

Alfred approaches Bruce with a plate full of drinks.

ALFRED
Mr. Wayne, a gentlemen is here to see
you.

BRUCE
Who's that?

ALFRED
A Mr. Tassell sir, he said you were
expecting him, he's in the library.

Bruce takes a drink from the trey and slips out of the room.

INT. LIBRARY

Crane is sitting on the couch on the far side of the room,

flipping through a book.

Bruce enters. Crane gestures to the book he has open.

 CRANE
Original Edition, very rare, very
expensive.

He places the book back on the table.

BRUCE
Sleepy Hollow, scared the hell out of me
when I was a kid, headless horseman and
all.

Crane closes the book and walks to the window, looking up at

the full moon.

CRANE
The sun, the moon and the stars would
have disappeared long ago... had they
happened to be within the reach of
predatory human hands.

BRUCE
I couldn't disagree more.

CRANE
Good, its not my quote.

Crane chuckles and gets serious.

CRANE (CONT'D)
To get to why I am here...

BRUCE
Do I know you?

CRANE
Only indirectly, you funded my research,
for my department at the university.

BRUCE
I fund most of the departments at GU.

CRANE
Of course, I'm with Psychology, we've
really enjoyed your donations so far, our
research has reached heights it normally
wouldn't-

Bruce is obviously annoyed, but hides it under a smile.

BRUCE
Of course, I am sorry for the losses of
your department.

CRANE
Thank you Mr. Wayne, we're fine though.

BRUCE
And what is it you wish to speak to me
 about?

CRANE
Well, our donation for the year has run
thin, and we're so close-

BRUCE
To needing more money?

Crane gives a frustrated smirk.

BRUCE (CONT'D)
Well Mr. Tassell-

Alfred cracks the door and pokes his head in.

ALFRED
Mr. Wayne, Commissioner Gordon wishes to
say goodbye before he leaves.

Crane suddenly looks uncomfortable, Bruce eyes Crane

suspiciously.

BRUCE
Alright, we're just finishing up, could
you show Mr. Tassell to the door?

Crane looks angrily at Bruce, but then covers it with a

smile.

BRUCE (CONT'D)
I'll send a check to the university Mr.
Tassell, I'll put it to your name.

CRANE
No!

Alfred and Bruce stare at him. Bruce is not surprised by his

reaction.

CRANE (CONT'D)
Just to the department would be fine.

BRUCE
Of course of course, you should get it
Monday.

CRANE
Actually I was hoping to have it tonight.

The three walk into the hall.

INT. HALL

GORDON
Bruce.

Gordon is walking up the hall towards the three. Crane

becomes very squeamish and walks towards the stairs.
 BRUCE
Commissioner, its early, do you really
have to go?

GORDON
Yes I'm afraid so Bruce, we had a
breakout and two of our men were just
discovered dead.

BRUCE
Where?

GORDON
I really can't discuss it, I must go.

Two officers walk up to Gordon and whisper in his ear.

GORDON (CONT'D)
Alright, I'm coming.

As Gordon turns he sees the back of Crane's head.

Gordon stops and stares as Bruce turns and talks to Crane.

OFFICER
Sir!

Gordon ignores Officer and walks towards Bruce.

OFFICER (CONT'D)
Sir, they just caught Gromley.

GORDON
What?

OFFICER
They just found Gromley, he's pinned down
at the aquarium.

Gordon turns back and runs out of the hall.

BRUCE
I'm sorry, I don't have the money
available to give you a donation now. I
will on Monday-

Bruce looks down at the white rug, two blood drops.

CRANE
Monday will be too late, I must have it
now!

Crane wipes the blood from his nose.

BRUCE
Well it's impossible, Alfred.

Bruce pats Crane on the shoulder, leaving a small circuit on

his coat.

ALFRED
This way sir.

Crane jerks his arm away and storms out of the manor.

Bruce smiles quickly then turns to business.

He walks back into the library and picks up the copy of

Sleepy Hollow. He reaches out the window, towards the moon in
the sky. He grabs the moon, and turns it back and forth like
a rotary lock. The moon glows brighter and the window opens
to reveal a small closet with the fake sky. Bruce steps in,
and then disappears through the floor.

INT. BATCAVE

Bruce gets off the elevator and walks to the forensics table.
He tosses his tie and overcoat onto the chair.

He flips on the blue light and the fingerprints become

visible on the book. He powders down the book and lifts the
print, then slides it into the computer port.

The computer goes wild searching ID's for a match.

Alfred enters behind, Bruce senses him.

BRUCE
Did you escort out our guest?

ALFRED
Oh, yes, Mr. Tassell.

Alfred notices the computer scan and realizes what is going

on.

BRUCE
Hit the scanner please.

Alfred types on the computer and the police blotter comes

cackling through the speakers.

GORDON
(on radio) Alright guys, no one
goes in until I give the
signal, no one takes Gromley
until we get in range.

Bruce and Alfred watch the monitor cycle through the

pictures.

ALFRED
Were we keeping bad company sir?

BRUCE
I just want to make sure, there was
something about him.
 OFFICER
(on radio)
Commissioner, we've got the suspect
pinned down, we're ready to go on your
mark

GORDON
(on radio) Not yet, we're two
blocks away, get the snipers
in position and hold up.

The computer continues to process.

GORDON (CONT'D)
Alright men, on my mark, we'll go in with
heavies then smoke him out.

The computer stops, it found a match. Jonathan Crane.

ALFRED
Sir, we've got a match.

Bruce walks up and sees the name.

BRUCE
Gordon.

EXT. GOTHAM AQUARIUM - NIGHT

Patrol cruisers surround the three story aquarium. The second

and third stories are solid glass walls filled with water and
various marine life.

Gordon stands in the middle of the barricade shouting orders

into the handset.

The SWAT leader approaches.

SWAT LEADER
Sir, our men are good to go at all three
entrances.

GORDON
Alright, on my mark. (on walkie) Snipers,
do you have the suspect in sight?

EXT. CLOCKTOWER

Three snipers are perched behind the gargoyles next to the

massive town clock.

SNIPER
Yes sir, we'll take him down on your
mark.

SNIPER POV

Through the lime-green of the night vision we can distinguish

a figure pacing through the water filled walls.

INT. BATCAVE - LAUNCH TUNNEL

The Batmobile roars through the tunnel, picking up speed. The

tunnel bends upward into a glass housing, water and sea life
surround the car.

EXT. BATCAVE -NIGHT

Forrest, rocky cliff. A small pond at the mouth of the road.

The Batmobile launches out of the pond, and lands gracefully

on the gravel road, it speeds into the night.

EXT. AQUARIUM

GORDON
(on radio) On my order.

SWAT LEADER
We're ready.

GORDON
Send them in.

INT. AQUARIUM - FIRST FLOOR

The first floor donuts around the five story tank. The tank
is filled with various sharks and marine life, and casts a
blue light over the level.

The three doors on each side of the aquarium burst open and
three teams of four file in, covering each other's backs,
guns ready.

SWAT LEADER
Group two be steady for backup, group
three, follow to the top floor.

The two groups quickly ascend the winding staircase in pro

SWAT fashion.

They reach the second floor and one of the men looks up into
the tank. On the top floor, a man is looking over the tank
above.

SWAT MEMBER
Sir!

SWAT LEADER
What is it?

The SWAT member points up and the other men notice the man
standing above.

The SWAT Leader nods and the men proceed slowly.

INT. AQUARIUM TOP FLOOR

Gromley is walking back and forth impatiently. His hands are
cuffed to a thick chain which runs across the floor and into
the massive shark tank.

He's chanting quickly.

GROMLEY
Go back go back go back go back go
back...

EXT. AQUARIUM

GORDON
Sergeant, bring him down carefully, no
telling what this guy is capable of.

(BEAT)
Snipers, take your shot only if the
suspect shoots first.

INT. AQUARIUM

The SWAT team surrounds the fifth level and waits outside the
interior doors.

The leader enters the room and rushes Gromley.

SWAT LEADER
Get down on your knees, and put your
hands to your head.

GROMLEY
It's not me you want-

SWAT LEADER
Get down now!

GROMLEY
I can't, please-

SWAT LEADER
Do it!

The leader rushes him and shoves him to the ground. As soon
as Gromley hits the ground-

A soft clanging from above. The SWAT Leader signals his men
to halt. The sound is coming closer, like marbles bouncing
down the metal stairs.

The shadows bounce closer. The SWAT Leader looks around the
corner in time to see-

Three grenades ricocheting off the walls and stairs flying

towards them.

SWAT LEADER (CONT'D)

Move!
The team turns back and rushes down the stairs, but the
grenades are moving faster.

The SWAT Leader sees the grenades gaining, he stops, looks

back at his men, hesitates...

The grenades fly at him and he dives, catches two, then

reaches up for the third. He cradles his body around them.

They go off. No explosion.

Red gas sprays out of each one, he gets a faceful, and tosses
them away.

SWAT MEMBER
It's a gas, everyone back, everyone move.

A thick chain pulls Gromley across the floor towards the

tank.

Two SWAT members dive and grab hold of Gromley, but the chain
is too strong, pulling them all three towards the tank.

EXT. CLOCKTOWER

The snipers are watching the action through the green eyes of
night vision.

SNIPER
Sir, we don't know what's going on in
there, we lost the mark, looks like a gun
fight.

SNIPER POV

The SWAT members are in chaos, suddenly a bright figure

enters the scope, washing out the night vision

EXT. CLOCKTOWER

The sniper glances up and sees a dark figure swinging into

the frame. He glances back into his scope and the night
vision is blaring out from the figure.

The sniper looks over at his partners, who are tinkering with
their scopes unsure of the problem.

INT. AQUARIUM TOP FLOOR

The SWAT leader is crazily firing in all directions, a few

more of the others are now exposed and acting accordingly.

Batman swings through the shattered glass wall and lands with
a roll, releasing the grappling hook.

Several Batarangs fly across the room knocking the guns from
a few hands.
The entire team turns and fires in his direction.

SWAT POV

Batman's suit is washing out their night vision.

INT. AQUARIUM TOP FLOOR

Batman continues out of his roll and dives right at them,

knocking two out of his way as he jumps for the tank.

Bullets dance around him as he dives into the water.

INT. TANK - FLOOR

Gromley gives his last exhalation, his eyes slowly close.

Batman sinks like a torpedo, ignoring the sharks.

He reaches Gromley and pulls out the small torch, cutting

into the massive chain.

INT. AQUARIUM TOP FLOOR

The SWAT team continues to fire at the walls, the fire cuts
the chains in the ceiling, sending a massive concrete slab
sinking into the tank.

INT. AQUARIUM - BOTTOM FLOOR

The chain gives but the massive concrete slab falls onto
Batman, pinning him between the tank floor and the slab of
concrete. Gromley is free, but unconscious.

He manages to finger the grappling hook from his belt. He

pulls it free and aims it towards the fifth floor.

INT. AQUARIUM TOP FLOOR

The men all stand back and watch as the SWAT member falls to
the ground and begins to scream.

SWAT MEMBER
I swear, get back, clear the room.

From the SWAT members perspective we see that his team

appears to be charging and firing at him. He turns and sees
the sharks and fish in the aquarium walls. The sharks are
coming at him, the eels are wrapping around him.

SWAT MEMBER (CONT'D)

Get back!

He grabs a grenade and throws it at his team. The team rushes

back but a couple of the men are too late, the grenade blast
propels them through the aquarium walls and onto the street
below.

The sharks are coming straight at him.

 SWAT LEADER
Holy-

Suddenly the hook flies from the tank and connects to a beam
above their heads.

SWAT LEADER (CONT'D)

Ready...

The crazed SWAT Team aims their weapons towards the tank,
waiting.

The rope is taut, and shaking back and forth, the men
hungrily wait for their shot.

Suddenly Gromley breaks free of the water is pulled up to the

beam.

The men all stand back and watch as the SWAT member falls to
the ground and begins to scream.

SWAT MEMBER
I swear, get back, clear the room.

He turns and sees the sharks and fish in the aquarium walls.
The sharks are coming at him, the eels are wrapping around
him.

SWAT MEMBER (CONT'D)

Get back!

INT. AQUARIUM - FLOOR

Batman squirms uselessly under the concrete slab.

INT. AQUARIUM -STAIRS

The SWAT teams rushes down the stairs as a wave of water,

sharks, and fish rushes after them.

A man trips and a shark lands on top of him, crushing him

against the stairs.

The men reach the bottom floor.

INT. TANK

Batman slowly quits fighting the slab, and lays motionless.

His dreary eyes look through the thick glass walls at the
SWAT members escaping the aquarium.

INT. BATCAVE

Alfred is working on the engine of the Batboat, when suddenly

a flashing red light strobes the cave during a blaring siren.

He rushes to the computer terminal where it shows all of

Batman's vital stats.
His heart line is almost flat lined

On another screen is Batman's POV, Alfred studies it quickly

figuring out the scene.

He turns to another console and brings up a view from the

alley.

EXT. ALLEY

A massive stack of boxes and trash bags. Headlights flare on

from inside them. The boxes and bags flicker, a hologram. It
turns off revealing the Batmobile hidden inside.

INT. BATCAVE

The monitor shows the POV of the Batmobile as it speeds down

the alley towards the scene, Alfred navigates via keyboard.

EXT. AQUARIUM

The police look on as the Batmobile speeds between the broken

barricade full speed ahead towards the building. It ramps off
the sidewalk, flying through the air into the aquarium.

INT. AQUARIUM -TANK

Batman's eyes close. Darkness. A dim light in the distance.

The light at the end of the tunnel? It comes closer,
closer...

The Batmobile rams into the glass wall of the tank,

immediately shattering it.

The water floods out onto the street, the water level lowers
past Batman. He's not breathing.

INT. BATCAVE

Alfred types away on the terminal showing Batman's stats, he

is adjusting the suit parameters.

INT. AQUARIUM -BROKEN TANK

The suit is contracting, giving him CPR, Batman coughs up the

water and rolls to his side.

He gasps for a clean breath of air. His eyes open.

He stands a bit bewildered, the Batmobile waits aside like a

loyal dog.

EXT. AQUARIUM

Batman sluggishly pulls himself into the Batmobile.

BATMAN
Alfred?
 ALFRED
Bruce, Thank God.

BATMAN
No, thank you. Where is he?

ALFRED
The Gotham Coliseum.

EXT. GOTHAM PARADE - NIGHT

Thousands of party goers cover the town square. Confetti

fills the air as lasers and fireworks illuminate the sky. Far
above the city at the top of the tallest skyscraper, a
catwalk extends from the roof. The Scarecrow stands in the
middle overlooking the people below.

THE SCARECROW
Enjoy yourselves you self-centered fools,
tonight will be the last you feel such
candy coated joy.

Brock and Chris drop a crate and then run back to opposing
sides of the catwalk to stand guard. The Scarecrow opens the
crate and begins assembling a device.

The lights fire on.

The roar of the crowd startles the Scarecrow for a second but
he immediately gets back to work.

The singing begins below, the crowd is on their feet

oblivious to The Scarecrow above.

The pump is assembled and a cable connects to a remote. The

Scarecrow pulls away a section of the roof and climbs out.

EXT. SKYSCRAPER

He pulls himself up the fire escape and looks up to see black

boots.

BATMAN
Crane.

The Scarecrow stands and looks at Batman face to face.

Crane's eye's are all that is visible behind the large hat
and tall trench coat collar.

THE SCARECROW
No, no longer, I am The Scarecrow.

BATMAN
It is over Scarecrow.

THE SCARECROW
You are the one making this difficult
 Batman, keep to your own affairs and I to
my own, what I do does not concern you.

Crane raises the remote. Batman starts forward. Crane gives

him a warning glance.

The crowd roars with applause.

THE SCARECROW (CONT'D)

You hear them Batman? Your precious
citizens, you've spoiled them, because of
you they will never know true fear,allow
me to open their eyes.

The Scarecrow gasps quickly and leans over. He stands back up

trying to mask his weakness.

The Scarecrow turns back towards the edge. He hesitates.

THE SCARECROW (CONT'D)

Heights....

BATMAN
I know that you've been infected, I can
help you.

THE SCARECROW
Arrogance Batman, there is no cure. It is
not your concern.

BATMAN
I'm making it my concern.

THE SCARECROW
No.

The Scarecrow raises the remote.

THE SCARECROW (CONT'D)

I am.

He presses the button.

BATMAN
No!

Batman dives past the Scarecrow through the hatch and onto
the catwalk. The catwalk gives under his weight and the pump
free falls towards the crowd, the red gas trailing after.

Batman whips out his grappling hook, firing down at the pump.

The hook wraps the pump suspending it thirty feet above, the
people takes notice and look up. Silence.

Brock and Corb rush Batman from opposite sides of the

catwalk. Batman is pulling up the pump with both hands when
they sandwich him from both sides, slamming him to the
ground.
Rather than fight back, he holds the rope. Brock, stomps
Batman's wrists, Batman screams out but retains his grip on
the rope.

The rope gives a little, the heavy pump drops ten feet. The
crowd screams out.

Corb stands on the railing, and then jumps down onto Batman's
back. The catwalk gives under the sudden weight.

Batman let's loose the rope, he lunges for it as Brock

crushes down on top of him, he watches as it slowly drifts
into the crowd.

BATMAN (CONT'D)
No.

The pump slams concrete, a red cloud expands at an amazing

rate over the people.

The crowd goes silent, the gas is taking them over.

The red fumes raise to skyscraper Brock stands to crush

Batman, but he is gone.

INT. BATCAVE

Bruce lays face down on a table while Alfred stitches up his

shoulder.

ALFRED
You know sir, I'm finding it more and
more useless to stitch you up when you go
right back out and rip yourself open
again.

BRUCE
Send the bill to the Scarecrow.

ALFRED
The Scarecrow? Well it's about time you
had something to occupy your time, I do
believe you were getting rather boring
with that playboy lifestyle.

ALFRED (CONT'D)
This isn't your first run-in with a
madman, no one knows why they do what
they do.

BRUCE
He's not a madman, I've stared him in the
eyes, he wants something.

Bruce walks over to the forensics table, he reviews the data

from the compound.

ALFRED
 You've protected them this long, you will
help them again.

Bruce walks over to the forensics table. A box marked:

'Police Evidence' sits unopened. Pictures of Eggins, Deret,
Bullock, and a few other of Crane's victims hang on a wire.

Bruce reads through Crane's journal.

BRUCE
Say what you will about Jonathan Crane,
but the man loves his cat.

ALFRED
Cat?

BRUCE
Yea, Steenwyck, treats him like a pin
cushion. Nature prevails, the stuff won't
work on him. I don't know about this guy
Alfred, maybe we've got him figured all
wrong.

He drops the journal and picks up the murder file. Pictures

of Crane's various slayings scatter over the table.

He scans over them quickly, then stops, something catches his

eye.

BRUCE (CONT'D)
Alfred.

ALFRED
Yes sir?

BRUCE
Do you still have the forensics reports
from the murders?

Alfred flips through a file then brings Bruce a stack of

copy.

Bruce flips through quickly, then stops at the description.

He looks at the description, then back at the photos of the

bodies, then back at the description.

BRUCE (CONT'D)
This is impossible.

INT. MORGUE -NIGHT

A sterile room extended. The floor is packed with table after

table of covered bodies. A shadow drops in the corner.

A small light flashes around the scene.

Batman walks through the row of bodies, looking for a

particular one.
He checks the tag on the toe. He unzips the body bag at the
head. Batman falls back a step.

The corpse's face. It's stretched beyond recognition, the jaw

locked, the eyes still open wide. The look of genuine horror.

Batman regains himself and steps forward. He brings up a

camera the size of the battery and snaps several pictures. He
takes the man's chart and scans it with his handheld scanner.

A side by side comparison of the original autopsy photo, and

the state of the corpse now, shows the corpse has decayed at
an enormous rate.

BATMAN
It's killing him.

He opens the body bag a little more revealing thick stitches

down the length of the chest.

He take a scalpel and pops the stitches, the chest opens

easily.

He cuts a sample, puts it in a small tube, then zips the bag.

INT. BATCAVE

The three samples sit in a rack while red lasers scan over
them.

Bruce watches as the stats come up.

BRUCE
Figures.

ALFRED
What of it?

BRUCE
The compound, he's changing it. Look,
he's moving up the table.

ALFRED
I'm afraid I don't follow sir.

BRUCE
It's why the gas has different effects on
different people. In some versions he can
have more control on the hallucinations,
making them see what he wants them to
see.

ALFRED
And the bodies?

BRUCE
Certain compounds can only be joined by
certain elements, as it is, this compound
 is lethally unstable, only certain
elements can be used, he's moving up the
table, there's only one last cell he can
use.

ALFRED
What does that tell us?

BRUCE
Where he'll go next.

INT. GORDON'S OFFICE

Gordon stares out the window into the night. His face is
grim. His secretary, DARLA, comes over the speaker.

DARLA
(on speaker) Commissioner, the mayor is
on the line.

He turns to the speaker.

GORDON
I'll call him back.

Gordon turns back to the window and is face to face with

Batman. Gordon stutters, startled.

GORDON (CONT'D)
Batman...

Gordon walks over to his desk.

GORDON (CONT'D)
Any leads on a cure?

BATMAN
There may be no cure Gordon, I am working
on it around the clock.

GORDON
What does this guy want? Who else is this
madman pissed at?

BATMAN
It's no longer about vengeance, Crane got
his revenge, now The Scarecrow has his
own agenda. He's planning something, he
didn't gas half the city without
intention.

GORDON
How could this happen?

BATMAN
I'm sorry Commissioner, it was my- we'll
figure out something, we always do. I
know where he'll be tonight.
Gordon looks up from his desk.

EXT. GOTHAM UNIVERSITY - NIGHT

A dense fog covers the city.

INT. GOTHAM UNIVERSITY

The Scarecrow unrolls blueprints over a lab table.

THE SCARECROW
Look here, we need to get them up this
reservoir by tonight. Follow the path.

EXT. GU

The blue and red lights cut through the fog speeding through
the streets towards the factory.

INT. GU

BROCK
Boss, the cops.

THE SCARECROW
We're ready, lets go.

The trucks are full of vats and two of the men pull The
Scarecrow's BLUE SAFE from out of the back.

THE SCARECROW (CONT'D)

Make sure its contents cannot be found.

The men nod and carry the safe over to one of the acid vats.

THE SCARECROW (CONT'D)

The antidote cannot be destroyed that
way, there.

The Scarecrow points to a cement truck.

Two men stand on top of crates looking out the front windows.

EXT. GU

The cruisers skid into place turning to create a barrier

preventing access to the main street.

INT. GU

MAN AT WINDOW
They're here.

THE SCARECROW
Good.

The two bodybuilders push the safe through the hole of the
cement truck's tank. The safe sloshes into the cement and
then bangs around inside as the tank turns.
 THE SCARECROW (CONT'D)
Alright boys, we're out of here. Joe and
Joe, open the door for us.

The men at the windows nod and then aim their grenade
launchers out the windows.

EXT. GU

The grenades fly with a red trail into the midst of the
patrol cars. Before the officers can respond the gas has
taken effect and they are on their knees.

INT. GU

The men are joyously firing away. A batarang disarms them

both, they turn to see Batman's shadow on the far side of the
factory.

THE SCARECROW
Batman, so excellent to see you, you know
I never got around to thanking you for
your assistance last night.

The Scarecrow smiles when he pokes his head back into the
truck.

THE SCARECROW (CONT'D)

Let's go.

EXT. CHEMICAL FACTORY

The officers are still on their hands and knees coughing from
the smoke, none of them seem to be experiencing fear from the
gas.

They suddenly hear a loud roar. Then several roars, like a

herd of wild beasts.

The entire wall of the Factory suddenly rips open as a herd

of black rhinos stampedes out of the factory and towards the
police line.

GORDON
Move! Get out of the way.

Some of the cruisers pull away in time, the others are rammed
by the Rhinos/trucks.

INT. TRUCK

The Scarecrow is laughing hysterically, completely in love

with himself at the sight of the entire Gotham Police
Department fleeing in his wake.

BROCK
Sir, The Batman, what about The Batman.
 THE SCARECROW
It's Batman, just Batman, no The, not The
Great, not The King, just Batman.

The factory explodes into a spectacular fireball.

THE SCARECROW (CONT'D)

I suppose that would make it moot.

The Scarecrow slaps his knee.

The street is impossible to see through the thick fog. In the

distance two headlights are coming straight at The
Scarecrow's convoy.

THE SCARECROW (CONT'D)

Clear the rode!

A man in each truck pops up through the sun roof with rocket
launchers, in unison they fire the screamers into the fog. A
second later the rockets explode in the distance, the lights
are still coming.

The convey splits in half as the Batmobile rushes straight

between them, and then continues on towards the burning
factory.

The Scarecrow is slamming the stick of his scythe on the

dashboard in frustration.

EXT. FACTORY

The Batmobile flies through the debris and into the fiery
building.

Batman walks through the fire to his car.

INT. BATMOBILE

As Batman drives through the shattered police barricade, he

sees various dead cops scattered over the scene, blood, cops
holding the wounded.

A flash of Gordon wedged under a car, eyes closed, dead.

Batman grits his teeth and punches the throttle.

INT. TRUCK

The driver is listening to his headset.

DRIVER
There is a torch vigil taking up the
escape route several miles ahead.

THE SCARECROW
Then take the bridge, and run the cement
truck into the river.
 DRIVER
Sir!

THE SCARECROW
What?

DRIVER
Look!

The Batmobile has already gained on them, and is flying

through the street.

THE SCARECROW
Blow him up!

The men pop back out of the sunroofs and fire their rockets
in quick succession.

INT. BATMOBILE

Batman swerves as the rockets appear from the fog, their

smoke trails leading past his windows.

BROCK
Turn on the heat seekers.

The men bring up a grid on the rocket launchers, then fire

again.

INT. BATMOBILE

The console indicates the rocket lock. He flips a switch and

the afterburner turns off. The rockets fly right by with
ease.

INT. TRUCK

THE SCARECROW
He will not die, why will he not die?

INT. BATMOBILE

Batman flips the afterburner back on. The missiles regain

their lock and turn around coming straight back for him.

EXT. CARS

The Scarecrow's convey, led by the cement truck, reach the

bridge. Just a quarter of a mile behind is the Batmobile
quickly gaining, and a quarter later are the two missiles
corkscrewing through the air gaining at an incredible speed.

INT. BATMOBILE

Batman pushes the throttle all the way forward and the car
lurches forward. With the thick fog Batman is flying blind.

INT. TRUCK
The Scarecrow looks back to see the Batmobile splitting
between the two trailing trucks and gaining on him. The burn
of the rockets quickly becomes visible through the fog.

EXT. CARS

MEN IN SUN ROOF

No!

Each rocket scores on each truck. The two trucks flip up

together blowing into several large pieces.

The Batmobile swerves around the debris as it rains down over

the street.

The Batmobile flies past The Scarecrow's truck and pulls

right behind the cement truck.

Brock draws his revolver and fires six rounds uselessly into
the Batmobile's armor.

The Scarecrow gives him a blank stare.

THE SCARECROW
Fun?

Brock sheepishly drops the revolver.

INT. CEMENT TRUCK

The driver sees the Batmobile, jams the pedal, and jumps out
the door rolling onto the pavement.

INT. BATMOBILE

The cement truck is swerving wildly into the oncoming lanes.

Batman opens the canopy and puts the Batmobile on autopilot.

EXT. BATMOBILE

The cement truck steadies a bit, and Batman braces himself on

the hood of the car.

Batman leaps and manages to grab hold of dispenser extending

from the tank.

Under the sudden weight the dispenser unfolds, throwing

Batman inches from the ground. The dispenser swings back and
forth widely, Batman grips the tube as his head swings inches
above the speeding pavement.

The cement truck swerves and Batman loses his grip, and hangs
wildly with one hand.

He regains his composure and pulls himself into the tank of

the cement truck.

INT. CEMENT TANK

Batman lands in the cement sinking into the depth of it. He
manages to stand but the spinning of the tank flips him
crashing onto the safe.

INT. TRUCK

BROCK
He's going to get the antidote.

The Scarecrow looks at Brock sarcastically.

THE SCARECROW
There is no antidote.

The Batmobile moves to be right alongside the cement truck.

INT. CEMENT TANK

Batman manages to brace himself while the tank spins. He

pulls out an ear piece and puts his head to the side of the
safe, and begins spinning the dial.

INT. TRUCK

Brock fires a machine gun at the cement truck.

INT. CEMENT TRUCK

Bullets rip through the tank narrowly missing Batman. He

seems not to notice as he continues to crack the safe.

Batman checks his wrist monitor and it shows the view of the
Batmobile.

EXT. CARS

The cement truck continues to fly into the fog, the Batmobile
continues to keep perfectly in step. The Scarecrow's truck
follows.

INT. CEMENT TANK

The tank keeps spinning and the safe flips over Batman,
narrowly crushing his head.

INT. TRUCK

BROCK
Sir, the split is coming up. Do we exit?

THE SCARECROW
Yes, get off here, first...

INT. CEMENT TANK

He looks down at his wrist screen and sees the split coming
up. The cement truck is aimed head on for the wall dividing
the two roads.
Batman presses a button on his watch.

EXT. CARS

The Batmobile immediately responds. It slams into the side of

the truck pushing it off to the side towards the road on the
left. The cement truck moves to the side very slowly and the
Batmobile pushes harder.

The cement truck barely careens off in time and narrowly

misses the wall.

The Batmobile sacrifices and slams directly into it,

exploding in a ball of fire.

INT. TRUCK

Brock turns onto the road on the right as he pulls up several

grenades and smiles.

Brock speeds up near the cement truck and flings the three
grenades into the hole of the tank.

INT. CEMENT TANK

The three grenades bounce around inside before disappearing

into the cement. Batman dips into the thick cement to find
them.

EXT. CEMENT TRUCK

The tank explodes, launching the entire back end of the truck
off the road and flipping it over into an endo. The truck
skates on its grill for a few seconds before exploding again,
knocking it over to slide on its back, a third explosion,
sends it flying all over the freeway in a shower of debris.

INT. TRUCK

The Scarecrow is crazily laughing and flailing his hands.

EXT. BRIDGE

The Scarecrow's truck disappears into the fog.

The truck stops sliding about a block away from the crowds of
people meeting for the torch vigil. Balls of fire dance
through the fog as the crowd nears to the scene.

The sound of scraping metal, like a sled on the street.

The safe is still sliding down the freeway to the end of the
overpass and out of the fire. It stops.

The door of the safe flies open. Batman slowly arises from
inside.

A group of police cruisers is speeding across the bridge with

light and sirens.
Batman steps out of the safe and falls to the ground. His
face and suit are covered in glass, blood, and needles. He
pulls a needle from his neck.

BULLOCK
Get him up.

Two officers carefully approach him and then pull him to his
feet. Bullock reaches for his mask.

BATMAN
What is it? What is it?

Bullock takes a step back in surprise while Batman tries to

break free. Another officer comes over and retrains him.

Bullock reaches up and pulls down the mask. A tighter red

mask is underneath. One of the officers reaches up to take
it off. Bullock blocks his arm with his baton.

BULLOCK
Leave it, let him keep his identity.

They continue to strip off his costume. Bullock cuffs him and
places him in the car.

BULLOCK (CONT'D)
He always trusted you, I told him to drop
you but he trusted you.

Bullock closes the door, and gets in the driver seat. The
crowd parts as the cruiser slowly drives through the vigil.

Batman looks up through the window, the people stare in as

the car crawls through. They stare down at their fallen hero.

INT. NOWHERE

A flash of roses falling. A flash of a gun. Bruce's parents

being killed. Killed again. Killed again. Over and over from
different points of view. The killing is relentless, as soon
as its over, it starts again, a nightmarish loop.

INT. ASYLUM CELL

Batman sits in a corner with his head swirling. He could have

been here hours, or days.

Time fades slowly. A quick glimpse of Batman clawing at his

skin.

BATMAN
The gun, get away, run!

He rolls around, yelling out, trying to warn his parents.

FADE TO:
A van squeaks to a halt outside. He slowly pulls himself up
to the bars and peers down to the van below.

The Joker is being beaten by the guards while his jacket is

put on. The laugh echoes up to Batman's cell.

Batman slams to the stone floor holding his ears.

A dish of food slides under the crack of the door. He slurps

up the sledge and slams the trey down.

He pauses a moment, regaining himself, then goes to work on

the dish, ripping off the sides and flattening the metal. The
bottom of the plate makes a mirror. He jumps up to the barred
window and uses the mirror to reflect the lightning flashes
into Morse code.

He wedges the mirror in between the bars and angled for a

view of the clock down the hall.

He takes the spoons and puts one by each lock. One on top,
one on the bottom.

The switch on the toilet is pulled out, to reveal a long pipe

that runs to the plumbing that connects to a longer rubber
pipe. He takes the 8 foot piece of tubing and connects it to
each spoon rig by the lock.

He stops when he hears someone talking.

He then rips the elastic from his underwear and situates it

around his needle bruised arm, a tourniquet.

He looks in the mirror and sees the doctor and orderly coming
to his cell, he hurriedly puts the straight jacket back on.

They're coming.

INT. BATCAVE

Bruce slowly descends the staircase into his lair. He looks

even worse than he was at the funeral.

He stands in the center of the cave, looking around at the

computer equipment, weapons case, souvenirs, Batboat.

He turns to the suit case and looks at his reflection in the

glass. His reflection overlays the suit giving the illusion
of Batman standing in front of him.

BRUCE
Was it worth it?

He slams his hands down on the computer console.

BRUCE WAYNE
Was your revenge, worth the life of a
friend?
He hangs his head. A bat flies overhead.

BRUCE
No more...

Bruce goes berserk. He shoves the 8 foot computer console, it

rocks, then he shoves it again until it breaks free and falls
down into the abyss of the cave.

Bruce swings around and charges the other computer console,

hitting it hard with his shoulder and knocking it free into
the pit below.

BRUCE (CONT'D)
No more!

He sprints to the weapons case and rips it out of the ground

and smashing the glass sending his array of weapons scattered
across the floor.

He runs to the costumes case and rips the Batman insignia off
the chest of the suit.

Bruce stops from fatigue, and falls to his knees.

BRUCE WAYNE
No more...

Alfred walks slowly down the staircase and takes in the scene
before him. Bruce senses him and stands back up.

He walks up the stairs past Alfred, not even looking him in

the eye.

BRUCE
Lock it up Alfred. Lock it up and never
speak of this life again.

EXT. GOTHAM CITY

Fires blaze from the sides of stores, a gang of people breaks

free from a store with handfuls of clothes. Gotham is being
looted.

The fearful wallow in the streets and are easily taken

advantage of by the criminals. The cops are pinned down
behind their cars in turf wars with the local gang.

INT. BREAKFAST NOOK

Bruce sits at the table in his robe. Alfred sets down the
paper in front of him.

ALFRED
Last night.

An article with a picture of Gotham being looted. Flames

spout from cars, people running in and out of stores. Chaos.
 BRUCE
There's no cure.

ALFRED
The Scarecrow-

BRUCE
The Scarecrow is dead, he was infected
before I was, it would have killed him by
now.

ALFRED
I do not think it is wise to assume.

Bruce rages.

BRUCE
I think I would know better than you what
is and isn't a wise assumption.

Alfred quietly cleans the dishes from the table.

INT. WAYNE MANOR - LIVING ROOM

Alfred decorates the Christmas tree slowly, a dire look on

his face, oblivious to the joy of the season.

Bruce stumbles into the room.

ALFRED
Master Bruce!

Alfred rushes over to support him.

BRUCE
No Alfred, I'm fine, really, how are you?

ALFRED
You really must see a doctor, I fear your
condition has worsened over the past few
weeks.

BRUCE
No, I'll manage, I'm fine.

Bruce settles onto the couch, noticing the Christmas tree.

BRUCE (CONT'D)
I've forgotten.

ALFRED
It was your favorite time when you were a
boy, you and your father both, always
decorated the tree.

BRUCE
I remember.

Bruce stands to help Alfred with the decorating.

 ALFRED
Sir-

BRUCE
Alfred, I'm fine trust-

He suddenly falls to his knees, blood spraying from his nose.

ALFRED
Sir!

Alfred rushes over and holds his cleaning cloth to Bruce's

nose.

Alfred helps him to settle to the floor.

Blood fires from his ears, Bruce huddles into a ball.

ALFRED (CONT'D)
Master Bruce, please, Bruce...

INT. WAYNE MANOR - BRUCE'S BEDROOM

Bruce is on his knees looking up at the picture of his

parents. His face is pathetic.

Alfred enters.

ALFRED
The death of two saved the lives of
countless others.

BRUCE
Alfred it was...to be sane in that place,
and to be with those-

ALFRED
It's ok sir.

BRUCE WAYNE
No, I... Jack

ALFRED
Jack?

BRUCE
Jack Napier, he was there, I saw him,
that laugh.

ALFRED
Jack Napier, The Joker?

BRUCE
He was laughing, at me...

ALFRED
Excuse me?
 BATMAN (V.O.)
Excuse me.

ALFRED
Sir?

Bruce falls to his knees, remembering.

BATMAN (V.O.)
Have you ever danced with the devil by
the pale moon light?

INT. CATHEDRAL - NIGHT

Batman's fist slams into The Joker's face.

INT. WAYNE MANOR - BRUCE'S BEDROOM

Alfred rushes over to support Bruce.

ALFRED
Sir what is it?

EXT. CATHEDRAL - NIGHT

The Joker hangs from the helicopter rope ladder, the rope
around his ankle attached to the gargoyle, Batman looking up
at him.

INT. WAYNE MANOR - BRUCE'S BEDROOM

BRUCE
I, he fell-

EXT. CATHEDRAL - NIGHT

The Joker falls, he lays in the cracked cement looking up,

looking up at-

INT. WAYNE MANOR - BRUCE'S BEDROOM

Bruce looks down at the floor, down at his fallen foe.

ALFRED
Sir, I don't understand.

INT. ARKHAM ASYLUM - BATMAN'S CELL

Batman watches through the thick iron bars at the scene

below, he recognizes The Joker.

EXT. ARKHAM ASYLUM

The Joker's face raises from the mud, laughing.

The guard raises him up, a CROSS TATTOO on his forearm,

Brock.

Back to The Joker, his face changes, Bruce's head clears, it

is-

INT. BRUCE'S BEDROOM

BRUCE
The Scarecrow.

ALFRED
Sir?

BRUCE
At Arkham, he was there with me, but he
wasn't there, he wasn't captured.

ALFRED
Sir I'm not making any sense of-

BRUCE
How long have I been out, where has he
been?

ALFRED
A month maybe, no one has heard from him
since.

BRUCE
That's why, that's the hurry, he's taken
it over.

A moment of realization.

BRUCE (CONT'D)
He's been playing me from the start.

ALFRED
Sir?

BRUCE
The blueprints that were ordered to my
house, suddenly missing. Distracting the
PD at the Aquarium to infect Gotham.

ALFRED
And the Asylum?

BRUCE
He set me up to be infected, he wanted me
at Arkham, he needed my escape as a means
to take it over, you look one way, the
way you anticipate he'll be, and he
strikes you another.

Bruce thinks it over a moment.

ALFRED
It still doesn't explain what he wants
with Arkham.

BRUCE
 What happens when you take 435 men,
without morale stability, the sense of
right and wrong, and make them fearless?

ALFRED
It wouldn't last, they won't-

BRUCE
It's the cat and mouse, you infect the
masses with fear, and just a pin prick of
fearlessness fails the mighty giant. He's
planning an invasion.

ALFRED
What do you intend to do about it?

BRUCE
Nothing.

EXT. ALLEY - NIGHT

Rain sprinkles over the slick stone road as a red trail of

blood washes into the gutter. The flash of cameras.

Two bodies lay side by side covered by blankets as police

scavenge the scene. Police cruisers line the alley covering
the scene with strobing red and blue lights.

Off to the side, almost out of sight, a small boy, Bruce

Wayne, stands somberly wearing a blanket, ignored by the legs
busy around him.

Officer Gordon, without the grey and wrinkles, steps over to

the two bodies, shakes his head sadly, then locks eyes with
Bruce.

Gordon walks over and kneels in front of Bruce.

GORDON
What's your name?

BRUCE
Bruce.

The ambulance arrives, the bodies are lifted into the

ambulance, Bruce's eyes do not leave his parents.

GORDON
Bruce, I'm James, James Gordon, it's good
to meet you.

Gordon turns to where Bruce is looking, then turns back.

GORDON (CONT'D)
Do you have any brothers or sisters? A
grandmother that lives nearby?

Bruce shakes his head.

Gordon turns and sees the social services van pull up.

GORDON (CONT'D)
I was just about to go out for a hotdog,
care to join me Bruce?

Bruce nods.

GORDON (CONT'D)
Tell you what, I'll buy your hotdog, but
you'll need to do something for me.

Gordon pulls out a SMALL POLICE BADGE and pins it to Bruce's

shirt.

GORDON (CONT'D)
You'll have to be my deputy.

Bruce manages a smile, the two squeeze past the police line
and walk into the night.

INT. WAYNE MANOR/LIVING ROOM

Alfred busily dusts the room, Bruce storms through the front
door.

BRUCE
If I'm going to die, Gordon's death will
not be unanswered.

ALFRED
Sir, in your condition-

BRUCE
I'll make it.

ALFRED
Even still, Arkham loaded, you may as
well be ambushing a military compound.

BRUCE
I'm dead either way, Gordon didn't have a
choice.

ALFRED
But sir, you, everything was destroyed.

BRUCE
I always keep a spare.

Bruce clicks on a remote and a brilliant light shines through

the fourth floor window, the Batwing.

ALFRED
Where are you going?

BRUCE
Back.
EXT. GOTHAM

Snow extends from the fringe of Gotham and out into the
hills. Past the hills, over the dunes, is Arkham, nestled
behind massive walls of snow.

A small black dot races over the white landscape.

EXT. SNOW DUNES

The Batwing flies just feet above the snow, out of radar. The
snow melts in the wake of the exhaust.

INT. BATWING

The windshield goes red as infrared finds the Asylum 3 miles

off. The heat signatures of several men can be seen behind
the walls.

Infrared shows a grid extending from the Asylum, radar.

Batman pulls a lever.

EXT. BATWING

The wings break free of the main body, and the Batski falls
to the snow, landing at full throttle.

INT. BATSKI

Batman lounges back watching the HUD as the ski cuts through
the snow.

He pushes down on the throttle and the ski takes a dive into
the dune, it is now cutting swiftly through the snow, out of
sight.

BATMAN
Alfred, I'm going in low, send me the
schematics.

ALFRED
(on screen)
Yes sir.

The HUD becomes a flurry of images as the schematics are

downloaded. The map shows an underground sewer system.

EXT. BATSKI

The ski flies out of a mound and through the air. An iced
over lake looms ten stories below.

INT. BATSKI

Batman hesitates, and then shoves the throttle down, turning

the ski into an inverted dive for the ice.

EXT. BATSKI
The ski cuts through the ice like a drill and into the water
below.

INT. LAKE

Batman navigates down through the water towards the floor.

The boat swims down through and into a sewer opening.

Batman punches it and the boat fires through the water.

INT. BOILER ROOM

A massive boiler stands in the center of the room with

various pipes running in and out of it.

Clank.

Clank.

Something is inside.

The boiler splits down the bolts as the Batski breaks free
and crashes onto the stone floor.

Batman climbs out un-phased.

He notices the a box in the corner, marked: Gotham

Deconstruction. The explosives.

He turns to the empty corridor and sprints down the hall.

INT. HALL

The hall ends as several massive metal fans blow up from the
floor. The spinning blades fill the corridor with a violent
wind.

Batman runs straight for them.

He jumps off the edge and is immediately pushed up from the

force of the fans. He spins wildly down the corridor narrowly
missing the spinning blades and landing on the far end.

He runs.

INT. STAIRWELL

A tight room with a winding staircase extending six floors to

the ceiling. A grill overhead gives view to a patient's
cell.

INT. CELL

Lyle Bolton lay beaten on the ground.

Two patients mercilessly kick at him, laughing hysterically.

Lyle peers down through the grill and sees too eyes glowing
looking up at them.

He's kicked across the face. He spits blood.

He gathers up what little strength he has and lurches to his

feet swinging. His fist is caught, by Batman.

Both patients are laying on the ground knocked out.

LYLE
You.

Batman sees the cuts on Lyle's hands and face.

LYLE (CONT'D)
You.

Lyle falls back to the floor, he is beaten within an inch of

his life.

LYLE (CONT'D)
I'll stop them, I'll kill them all.

Batman leans over Lyle and lifts his head.

LYLE (CONT'D)
You stupid-

Lyle starts to shake.

BATMAN
Where is he?

Lyle begins to nod off.

BATMAN (CONT'D)
Lyle.

Lyle falls back staring at the wall.

Batman bows his head in respect, then slowly raises to his

feet. His nose is bleeding. It's starting again.

INT. ARKHAM ASYLUM - SCARECROW'S NEST

Brock lay wide eyed staring at the ceiling, unmoving. Blood

cakes over his ears and nostrils, he's dead.

The Scarecrow hovers over him. He pulls his collar down to

reveal a grey skinned fragile figure. His skin is pulled taut
and his bony features protrude past his face.

THE SCARECROW
I'm sorry.

He pulls the blanket over his face and stops, closes his
eyes. He clinches his fist angrily.

INT. ARKHAM ASYLUM - COMMAND CENTER

Men in patient uniforms man the controls.

The Scarecrow limps in weakly, the collar covering his face.

THE SCARECROW
We go in the morning.

PATIENT
No way, the roads are impassible for at
least another two weeks.

The Scarecrow puts his bony fingers on Patient's shoulder.

THE SCARECROW
That's why we have the hover-crafts.

The Scarecrow points to the dozen hover-crafts outside the

perimeter.

THE SCARECROW (CONT'D)

Besides, you'll be dead by then.

A blip appears on the monitor.

PATIENT
We've got company.

EXT. ARKHAM ASYLUM - COURTYARD

A dark figure darts through the open courtyard towards The

Scarecrow's command center.

Suddenly a dozen patients explode from the deep snow tackling

him. He fights them off quickly, but they keep coming at him,
they're fearless.

They're faces smashed, they're bones broken, they keep coming

relentlessly.

The infection overcomes him, fatigue sets in, the patients

overpower him and tackle him into the snow. They beat him
mercilessly, then stop suddenly.

They rip him out of the snow and to his feet, his head sags,
Lyle, he looks up to see The Scarecrow coming towards him.

THE SCARECROW
Security man, you foolishly waste my
time.

Lyle drops to his knees in the snow, barely able to hold

himself up.

The Scarecrow stops for a moment, something isn't right.

THE SCARECROW (CONT'D)

 Why sacrifice yourself needlessly?

One of the inmates tosses The Scarecrow his scythe.

SCARECROW
I'll figure it out later.

In the distance a series of explosions. Lyle runs to the top

of the tower and sees each hovercraft exploding individually.

THE SCARECROW
Batman!

The Scarecrow turns back angrily towards Lyle.

THE SCARECROW (CONT'D)

I'm really going to enjoy this.

Lyle fidgets with something in his belt.

LYLE
There's one thing you didn't consider
Scarecrow.

SCARECROW
And what might that be?

Without hesitation The Scarecrow spins and impales Lyle

through the chest. The point penetrating through his chest
and out his back.

Lyle's face fills with horror. The Scarecrow looks on

happily.

Lyle falls back in the snow, a red ripple extending from his
body and slowly saturates the white snow.

Lyle is dead.

THE SCARECROW
Get rid of him.

EXT. ARKHAM ASYLUM - TOWER

The tower overlooks the cliff edge, and far below is Arkham
Mansion. The Scarecrow peers over the edge, then back at the
patients holding Lyle's body.

THE SCARECROW
Get it over with.

One man grabs the arms, the other the legs. They swing him
back and forth.

PATIENT
One... Two.... Three...

They toss him over, but the second patient still holds the
foot.
 PATIENT (CONT'D)
I said three.

PATIENT 2
I thought you meant go after three, not
on-

The Scarecrow turns towards muffled sounds. He is blind in

the raging blizzard.

THE SCARECROW
Just can't stay away can you?

The two patients fly past him and over the side of the
building.

Before The Scarecrow can react a black fist penetrates the

thick snow and slams him in the face. He steps back to regain
his feet, and is slammed again, and again. He teeters over
the edge of the building.

Two black boots swing through the blizzard slamming him in

the chest, he flies back and falls.

He falls several stories, but is blinded as to where he is

falling. He slams into glass, it shatters, he falls more, and
slams into marble floor. He is knocked out.

INT. ASYLUM - BALLROOM

The Scarecrow comes to, he looks around unsure of his

surroundings.

A black shadow floats down from the ceiling.

The Scarecrow frantically runs across the marble floor. A

batarang wraps his legs and trips him.

BATMAN
It is over Scarecrow.

THE SCARECROW
And if it is, what of it?

BATMAN
Crane, Jonathan, help me find a cure, you
don't have to die.

THE SCARECROW
No, no, there is no cure, we are dead,
your precious people of Gotham are dead.

BATMAN
We don't have to die.

THE SCARECROW
Speak for yourself.
An explosion from far off. The ballroom floor begins to crack
down the center. The entire room rips in half.

Batman grabs his head.

BATMAN
Not now, not now!

The massive chandelier falls nearly impaling Batman as he

dives for safety.

Batman's side of the room begins to slide back, the ceiling

rips open letting in an avalanche between them. Batman
glances out the window to see the canyon below. The asylum is
breaking up, and sliding off the cliff.

Batman clears his head, runs, and dives over the chasm to The
Scarecrows side.

He looks up in time to see The Scarecrow slamming his scythe

down at his head. Batman moves and it impales the floor.

THE SCARECROW
Bad dreams Batman?

The Scarecrow sprints out of the room and into the hall.
Batman gathers his strength, raises himself, and follows.

The room collapses just as he exits.

As Batman runs, the building is collapsing in his wake, it is

ripping itself apart. The floor rips up, launching Batman
forward and sending him sliding across the floor.

As he lands, the planks pop up, catapulting him back towards

the crevice.

He flips into composure and whips out the gun, and grapples
to the staircase.

He swings through the hall narrowly dodging falling columns

and debris.

The other side is ripping, and tilts down flipping the entire
side at an angle. Batman slides down the floor and towards
the main window.

Through the window he sees the canyon bottom a mile below.

He grabs the stair banister as he slides past. He looks up to

see The Scarecrow race up the stairs.

He pulls himself up, but just as he stands, an avalanche is

tearing through the hall above.

It slams into Batman immediately and throws him to the

massive window as it shatters.

Batman grabs hold of the window sill as the violent snow

rushes past him. He hangs by one hand over the canyon.

Without his grappling hook he shimmies across the balconey

banister to the other balconey. He jumps through and climbs
back inside.

INT. ARKHAM MANSION - ARMOR ROOM

The house is steady for the moment. Batman sluggishly sprints

through the tilted armor room as the swords and armor clash
around him.

EXT. ARKHAM MANSION

The mansion is ripped in two, one half hangs over the cliff
edge, while the other half supports it.

The Scarecrow climbs out the side window and stands on the
side of the house, over looking the cliff.

He turns, a black shadow in front of him.

THE SCARECROW
Back you, back.

The Scarecrow stands on the edge of the mansion, about to

jump.

BATMAN
Don't do it Crane, don't.

Crane takes one more step back and steps into a window, he
falls through and free falls through the entry way, dining
room, ball room, and then slams into the other side of the
mansion directly over the cliff.

Batman dives after him, free falling through the house in

pursuit.

Crane's wall gives, he falls, a black glove catches his hand.

BATMAN (CONT'D)
I came here to kill you.

THE SCARECROW
You should have.

BATMAN
It's not real.

Batman's boots slide.

BATMAN (CONT'D)
I can't hold on, pull yourself up.

THE SCARECROW
It's all in your head Batman, none of
this is real.
 BATMAN
It's either you or both of us, give me
your other hand.

The Scarecrow slips a bit.

THE SCARECROW
You've made your choice.

Batman boots slide completely off, they both fall,

disappearing into the blizzard abyss.

EXT. CLIFF EDGE.

Batman lay facedown in snow. He's not moving.

Slowly he comes to, he looks around, no direction,

nothingness.

A hand pulls him to his feet. Batman glances up with weary

eyes, Lyle. Batman's head sags as he's carried through the
snow.

EXT. BROKEN ASYLUM

He stumbles upon debris, a cell, he lunges in. He looks up to

see Lyle fade away.

Batman drops into the snow, the gas has taken its toll, he
lays back, and sleeps.

Darkness.

FADE OUT.

INT. CELL - DAY

Darkness. A flash of light. Darkness. The sound of voices.

Indistinguishable.

The sound is coming closer.

VOICE
There's something over here, look.

Batman slowly opens his eyes, the blood is caked to his face.
He tries to stand, fails, tries again, but drops back onto
the stone. He is back in the cell.

He looks around, he puts his hands to his face. His suit is

gone, he is only wearing the red mask. Is he still in the
Asylum? Did he ever leave?

The bars screech open. The officers enter with blinding

flashlights.

EXT. ASYLUM

Batman supports his weight on the officers as they help him

out to the ambulance.

A voice comes over the radio of one of the officers.

OFFICER
(on radio) We've searched Crane's place,
this was the last of it, nothing, no
cure.

Batman lifts his head in recognition.

BATMAN
Steenwyck.

OFFICER 2
What was that?

BATMAN
Steenwyck.

OFFICER
He's delirious, get him to the hospital.

The paramedic nods, rolls Batman inside, then slams the

doors.

INT. AMBULANCE

BATMAN
Where are you taking me?

The paramedic turns and takes off his hat. It is Alfred.

ALFRED
Home master Bruce, we're going home.

EXT. ARKHAM ASYLUM

The ambulance lights flare on as the ambulance slowly escapes

the scene through the morning snow.

In the background the remaining half of the Asylum rests, as

the roof caves in and it rains debris over the snow.

INT. CRANE'S LAB

The doors are kicked in from all sides. Windows crash as an

entire SWAT team swarms the lab.

Lights penetrate the darkness as they search.

SWAT LEADER
We take him alive.

SWAT MEMBER
Sir!

Another door, the team surrounds it. SWAT Leader counts down
from three on his fingers. They kick in the door then file
in.

They charge the room then surround their mark. Steenwyck

stares back at them unmoving.

STEENWYCK
Meow.

INT. BATCAVE

Bruce slowly descends the staircase into the destroyed cave.

He wears a bathrobe and seems to be back to full health.

He reaches the main platform and turns around, taking in the

scene.

Alfred walks down the stairs with a trey in hand.

ALFRED
Alright Master Bruce, don't be difficult
this time, this is the final shot, as
long as you behave yourself.

Bruce turns to him. Alfred flicks at the needle.

BRUCE
Needles.

Bruce looks down at his needle torn arms.

ALFRED
To think, the cure, this whole time, in a
cat. Gotham owes you a debt even they
don't realize.

BRUCE
Thank you Alfred.

ALFRED
Thank me in a moment, now come on with
it, don't be embarrassed, you forget I
changed your diapers.

Bruce lowers the back of his pants.

BRUCE
No, really, thank you.

Alfred smiles.

BRUCE (CONT'D)
Now not so deep this time, I've got a
date tonight you know.

ALFRED
Very good sir, very good.

EXT. CITY STREETS - NIGHT

Bruce walks with Grace down the sidewalk, they are happily
whispering back and forth to each other. A light fills the
sky.

Bruce looks up to the Batsymbol illuminating the black night.

EXT. ROOFTOP - CONTINUOUS

A giant projector rotates back and forth casting light across

the roof.

Batman lands on the roof and looks around. No one.

As he turns he sees a MAN IN SHADOW on the far end of the

roof.

The light glances across the roof, illuminating the man.

Gordon turns and smiles. They walk toward each other as we

FADE TO BLACK.