Screenplay

» by Daniel Waters and Wesley Strick.
[Final draft]
August 1, 1991

PART - I

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

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

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

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

INT. MANSION LIVING ROOM--CHRISTMAS EVE PAST

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

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

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

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

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

EXT. A PARK--THAT NIGHT

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

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

HAPPY COUPLE
Merry Christmas!

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

EXT. THE CARRIAGE--NIGHT

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

INT. THE SEWER--NIGHT

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

INT. A DARK LAIR--NIGHT

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

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

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

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

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

EXT. GOTHAM PLAZA--EARLY EVENING

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

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

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

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

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

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

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

The merry Consumers stop to watch the Ice Princess scurry
to an IMMENSE VIBRANTLY MULTI-COLORED BUTTON and press it
down. This causes a mammoth Christmas Tree to light up.
The crowd erupts in aahs and oohs.

INT. A VERTICAL SEWER GRATE--EVENING

Through a grand, vertical half-circle sewer grate, an
older pair of strange eyes peer. Taking the point of
view of the eyes through the grate slats, one sees the
blazing Christmas Tree, just as one did through the
Playpen bars.

EXT. OUTSIDE THE SEWER GRATE--EVENING

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

THE CREEPY LIPS
"I know when you are sleeping, I
know when you're awake."

The world's most beloved butler, ALFRED, marches past the
sewer grate, past a PAPERBOY who bustles up, holding a
newspaper headlined "PENGUIN -- MAN OR MYTH OR SOMETHING
WORSE?"

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

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

Alfred suddenly feels a chill from behind, and below him.
He turns to the sewer grate just as the slimy flippers
disappear into the darkness.

EXT. THE TOP OF THE SHRECK BUILDING--NIGHT

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

INT. MAX SHRECK'S CONFERENCE ROOM--NIGHT

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

The two men are MAX SHRECK and THE MAYOR. Max is a
pillar of community charisma. The Mayor is more
straightforward, less spectacular.

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

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

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

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

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

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

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

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

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

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

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

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

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

Max turns, goggle-eyed at the impertinence.

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

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

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

Now Selina is alone.

SELINA
Shut up, Chip.

Then she slaps her forehead with her palm.

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

EXT. OUTSIDE SHRECK'S DEPARTMENT STORE--NIGHT

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

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

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

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

INT. BELOW IN THE SEWER--NIGHT

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

EXT. THE STAGE--NIGHT

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

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

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

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

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

INT. MAX'S OUTER OFFICE--NIGHT

Selina sullenly scribbles "Obey" on a post-it pad which
she then sticks on the edge of her computer beside other
girlishly masochistic post-its like "Don't 'get' jokes"
and "Save it for your diary".

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

SELINA
Darn. Darn.

EXT. THE STAGE--NIGHT

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

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

INT. SEWER BELOW THE STAGE--NIGHT

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

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

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

EXT. GOTHAM PLAZA--NIGHT

A GARGANTUAN CHRISTMAS PRESENT WITH A COLOSSAL RED BOW
is suddenly seen floating into the Plaza. Citizens turn
their heads from the stage to gasp in wonder.

Behind the Adorable Little Girl, Alfred reaches a parked
Wayne Rolls Royce and tosses in his present. He pulls off
a ticket from the windshield with a huff, then looks out
to the big present. Warily.

The alarms on the clocks in the Batman Store window go
off at seven o' clock.

EXT. THE STAGE--NIGHT

The Mayor admires the Mega-gift. Grudgingly:

MAYOR
Great idea.

MAX
(mystified)
But not mine...

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

INT. THE SEWER BELOW--NIGHT

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

PENGUIN
Deck the halls.

EXT. THE PLAZA--NIGHT

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

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

EXT. BEFORE THE DEPARTMENT STORE--NIGHT

Oblivious, Selina rushes out with Max's speech.

A TRIO OF SCOWLING BIKERS buzz her to the ground.

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

GORDON
What are you waiting for? The
Signal!

EXT. THE GOTHAM SKY--NIGHT

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

INT. WAYNE MANOR--NIGHT

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

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

INT. THE SEWER--NIGHT

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

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

EXT. THE PLAZA--NIGHT

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

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

EXT. THE STAGE--NIGHT

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

ORGAN GRINDER
Take that, tannenbaum!

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

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

The Mayor bravely steps forward.

MAYOR
What do you want from me?

Laughing, the Sword Swallower pushes him off the stage.

SWORD SWALLOWER
Not you. Shreck.

Now Chip heroically stands.

CHIP
You'll have to go through me.

FAT CLOWN
All this courage. Goosebump-city.

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

MAX
Son!

CHIP
Dad! Save yourself!

Max has already dashed off the dais.

EXT./INT. BATMOBILE--NIGHT

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

Three STILT-WALKERS are viciously kicking the crowd.

BATMAN slams down a lever.

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

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

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

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

EXT. PLAZA SIDE STREET--NIGHT

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

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

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

EXT. THE PLAZA--NIGHT

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

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

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

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

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

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

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

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

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

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

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

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

BATMAN
Sure.

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

CLOWN
(jeers)
Nice shot, Mister...

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

SELINA
You shouldn'a left the other heel.

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

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

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

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

BATMAN
Gotta go.

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

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

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

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

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

EXT. PLAZA SIDE STREET--NIGHT

Hearing the sounds of cheers, Max smiles and stops atop
a manhole to wipe his brow. Suddenly, the manhole cracks
in half, sucking down a wailing Max. The manhole flaps
back up into a normal, seemingly untouched position.

EXT. THE PLAZA--NIGHT

The Commissioner hustles to keep pace with Batman.

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

BATMAN
We'll see...

Now the Mayor bustles up.

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

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

MAYOR
Where is that insufferable
sonovabitch?

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

INT. SELINA'S APARTMENT--LATER THAT NIGHT

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

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

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

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

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

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

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

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

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

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

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

SELINA
Yeah right, "but" --

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

SELINA
Lowly "assistant". Thank you.

She fast forwards to:

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

SELINA
(scoffs)
Some appendage.

As she fast forwards:

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

Onto the next message:

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

Onward. Miss Kitty compassionately snuggles beside her,
as:

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

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

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

EXT. THE OLD GOTHAM ZOO--NIGHT

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

We whoosh downward to a DECREPIT "ARCTIC WORLD" PAVILION,
and through its Colossal, cracked Observation window.

INT. PENGUIN'S LAIR--NIGHT

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

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

Calming himself, Max turns to face forward, then screams
again. The block of ice is revealed to be a strange con-
ference table populated by the Red Triangle Circus Gang,
including: a disturbingly Ratty Poodle and its matching
owner, a Ratty POODLE LADY; the Organ Grinder and his two
monkeys; the Tattooed Strongman; the Sword Swallower; the
Knifethrowing Dame; the Fat and Thin Clowns; the three
Stiltwalkers; Flame, the Snakewoman; and four ND acrobats.

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

The gang's snickering now fades into respectful silence.

Actual penguins of every size heedlessly horseplay in
the icy moat. Now we hear the sound of a drip. Max
turns...The drip is seen thudding against an umbrella
improbably held by one of the penguins. As he emerges
from the pack, we see that he wears a grimy coat. Then
he flaps down his umbrella, revealing his face for the
first time in glory. It is not a penguin but The Penguin.

PENGUIN
Hi.

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

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

Then:

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

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

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

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

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

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

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

Penguin cuts him off with a CACKLE.

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

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

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

PENGUIN
No, just give you a splitting
headache.

MAX
Well it's not working.

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

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

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

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

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

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

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

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

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

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

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

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

MAX
Yawn. That coulda come from anywhere.

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

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

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

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

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

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

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

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

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

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

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

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

EXT. GOTHAM PLAZA - NEXT DAY

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

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

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

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

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

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

THUG'S VOICE
Hey! Oww!

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

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

INT. WAYNE MANOR LIVING ROOM - THAT NIGHT

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

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

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

INSERT - TV SCREEN

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

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

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

The Mayor's wife snatches up her baby in tears. Then,
fighting nausea, she embraces the modest, abashed
Penguin -- whose eyes heartbreakingly blink in the
unaccustomed light.

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

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

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

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

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

INT. WAYNE MANOR LIVING ROOM - NIGHT

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

INSERT - TV SCREEN

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

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

INT. WAYNE MANOR LIVING ROOM - NIGHT

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

ALFRED
Mr. Wayne ... Something wrong?

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

Alfred murmurs his agreement: that would be nice.

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

EXT. HALL OF RECORDS - NEXT DAY

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

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

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

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

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

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

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

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

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

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

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

He flicks off the reporter's Record button.

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

INT. HALL OF RECORDS - DAY

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

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

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

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

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

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

EXT. GOTHAM STREET - NIGHT

The Batmobile sleekly cruises down a deserted street.

INT. BATMOBILE (MOVING) - NIGHT

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

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

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

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

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

THE HALL OF RECORDS

Surprise, that's where he's cruising.

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

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

INT. BATMOBILE - LATE NIGHT

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

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

EXT. CEMETERY - DAY

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

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

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

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

After a moment of silent contemplation, Penguin rises again.
Mournfully shambles back to the crowded cemetery entrance.

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

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

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

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

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

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

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

EXT. GOTHAM PLAZA--THAT EVENING

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