Screenplay

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

PART - II

EXT. GOTHAM PLAZA--MORNING--DAY

MECHANICS hustle about the tree, trying to fix it.

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

INT. THE OUTER OFFICE--DAY

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

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

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

BRUCE
Hmm. Primitive ventilation.

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

BRUCE
No. No glass on the inside.

MAX
(fidgets)
Weird, huh?

INT. THE CONFERENCE ROOM--DAY

Bruce sits at the circular conference table. Max paces.

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

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

Max aggressively sits knee to knee with Bruce.

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

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

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

Ostentatiously bored, Max flips through the thing.

BRUCE
I'll cut to the chase, Max:
Gotham City has a power surplus.
I'm sure you know that. So the
question is: what're you up to?

Max jumps to his feet.

MAX
"A power surplus"!? Bruce, shame
on you -- no such thing! One can
never have too much power.

Chip, standing tall beside his dad, vehemently nods.

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

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

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

BRUCE
I'm not scared of you, Max.

He shuts his briefcase and stands.

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

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

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

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

WOMAN'S VOICE, OS
-- wherever he wants.

Bruce, Max and Chip all turn, to see:

Selina, as she sashays in. Assertively dressed and
coiffed, hand bandaged but head held high.

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

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

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

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

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

BRUCE
We've met.

SELINA
Have we?

Bruce realizes his "error."

BRUCE
Sorry. I mistook me for somebody
else.

SELINA
You mean mistook me?

BRUCE
Didn't I say that?

SELINA
(amused)
Yes and no ...

Bruce steps forward. Gently takes her bandaged hand.

BRUCE
What happened?

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

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

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

Max trades looks with Chip. Then:

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

INT. OUTER OFFICE - DAY

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

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

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

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

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

SELINA
I'm listed.

BRUCE
I'm tempted.

Selina backs toward the conference room.

SELINA
I'm working.

Bruce backs into the corridor.

BRUCE
I'm leaving.

INT. CORRIDOR--DAY

Bruce punches the down button to punctuate the syllables:

BRUCE
Se-li-na.

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

INT. OUTER OFFICE--SAME TIME

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

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

SELINA
Pouring myself into my work.

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

SELINA
Oh. "Kyle."

She mimes making a telephone call.

SELINA
Rhymes with "dial."

Bruce signals: gotcha. Then backs out.

INT. CONFERENCE ROOM--SAME TIME

As a brooding Max dials out:

CHIP
You buy this "blurry" business?

MAX
(shrugs)
Women... nothing surprises me, Chip.
Excepting your late mother... Who
even knew Selina had a brain to
damage? Bottom line: she tries
to blackmail us, we drop her out
a higher window. Meanwhile I got
badder fish to fry.
(into phone)
Yeah -- Oswald, please.

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

A two-story warehouse space with a particularly funky top
floor. A dozen Red Triangle Carny Creeps rough-house on
the filthy loft floor. Others crawl in and out, through
a vent.

Penguin is sitting by an open window, enjoying the brisk
winter air as he reviews his stack of legal pads, cross-
referencing them against a Gotham City White Pages ...
and scribbling down addresses, next to the boys' names ...

The Organ Grinder lofts the phone to Penguin.

ORGAN GRINDER
For you, boss.

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

INT. SHRECK CONFERENCE ROOM--SAME TIME

Max smiles.

MAX
Good. Stay busy up there.

INT. STOREFRONT OFFICE BLDG.--SAME TIME

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

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

A lone Volunteer tapes red, white and blue bunting around
the perimeter of the room. Bunting never looked so ominous.

QUICKLY BOOM BACK UP to the funky top floor.

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

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

EXT. ANOTHER ALLEY--NIGHT

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

FEMALE VICTIM
Help Bat--

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

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

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

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

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

MUGGER
Who the...

Catwoman smiles politely, and puts away her whip.

CATWOMAN
Be gentle, it's my first time.

The Mugger charges up at Catwoman, who savagely Rockettes
him back, gasping with fixed-the-toaster-by-myself delight.
Then a flurry of talon scratches across his face that sends
him squealing to the asphalt.

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

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

Catwoman swats the Female Victim back against a wall.

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

The Female Victim is quaking, mouth twitching in fear ...
As Catwoman leans forward, Victim cringes, expecting the
worst. But Catwoman throatily whispers into the Female
Victim's ear:

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

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

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

The Strongman pumps iron, rippling the bellydancers
tattooed on his biceps. An acrobat walks on his hands
across the filthy floor, past ...

Max, walking Penguin down the stairs, one hand over his
protegee's slitted eyes.

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

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

We follow them down to the spiffy ground floor storefront.

INT. CAMPAIGN H.Q.--DAY

Max lifts his palm off Penguin's puss.

MAX
Ta-da.

Penguin's eyes pop. We reveal the storefront (the window
is draped for secrecy) as Cobblepot For Mayor campaign
headquarters! Bunting, balloons, posters proclaiming Ozzie
vs. the Insiders, desks, MacIntoshes, and fresh-scrubbed
college-kid Volunteers.

Who now burst into CHEERS and APPLAUSE for a speechless
Penguin. Under all that ruckus.

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

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

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

Suddenly, a stylish, slick and instantly loathsome pair pop
out of nowhere, bedecked with accessories -- JOSH and JEN.

JOSH
Keep the umbrella! Works for you!
I'm Josh. Here! Reclaim your
birthright!

He sticks a gold cigarette holder in Penguin's mouth. As
they flutter around him, Penguin instinctively fidgets.

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

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

JEN
Our research tells us that voters
like fingers.

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

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

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

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

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

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

MAX
Enough! Everyone ...

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

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

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

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

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

PENGUIN
Wonder if it's worth my time.

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

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

MAX
Oswald: We need one more thing.

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

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

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

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

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

Max smiles.

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

PENGUIN
... Want 'em to go apeshit. Nutso.
Ballistic ... Do permanent damage
to little old ladies. Loot, pillage,
annoy people in a big way ...
(muses)
Sounds fun. But I ...

Max looks at him: but you what? An evil shadow falls
over Penguin's face. We DRIFT IN on his slitted eyes, as:

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

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

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

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

Penguin quickly decides.

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

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

PENGUIN
Burn, baby, burn.

EXT. ANOTHER GOTHAM STREET--NIGHT

Wearing protective goggles, the ORGAN GRINDER twists out
some music as his monkeys dance. Then nges down on
his Organ Box causing an Insta-Teller machine to explode.
His monkeys hop up to snatch flaming cash.

ORGAN GRINDER
All this dough... it's burning a
hole in my pocket!

INT. CAMPAIGN HEADQUARTERS--NIGHT

Upstairs. Penguin stands by the open window, watching
the destruction, his face lit by the flames outside as
he HEARS updates from a fat Clown, his ear against a
radio.

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

Penguin makes a fist, with phony fingers.

PENGUIN
Love to get my flippers dirty.
Bust someone's skull. Eat someone's
pet ...
(then, a statesman)
But action must be balanced with
discretion ...

He moves back to his desk. Resumes writing.

As we MOVE IN on Penguin, we reveal that he's adding new
addresses, to his mysterious list...

INT. SELINA'S APARTMENT--NIGHT

Selina looks out almost longingly at the unfolding
apocalypse below. Suddenly Miss Kitty leaps onto the sill
and then out the open window. Inspired, Selina jumps up
and goes for her Catwoman garb. As she effects a quick
change:

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

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

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

EXT. ANOTHER GOTHAM STREET--NIGHT

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

Batman reaches into his bat-belt and pulls out what looks
like a sleek black Gameboy. As if bored on a plane,
batman casually punches in a set of white dots and one
red one. The Knifethrower Dame rockets a blade into his
Bat-chest plate. Batman keeps punching in dots.

With a simultaneous howl, the band of thugs charge at
Batman from every direction. Batman presses a button on
his Gameboy that causes batarang arms to sprout out.
Batman heaves the super-batarang.

The super-batarang whizzes with wild concentration, pin-
balling from Creep skull to Creep skull, slamming them
all, including a lunging gang member behind Batman, to
the ground.

But now, as it wobbles back to Batman, the Ratty Poodle
leaps up and snatches the batarang in his rotten teeth.
The Poodle, led by the Poodle Lady, scurries off.

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

THIN CLOWN
I'll blow up this whole --

Batman lashes out with the sword and shears the bomb from
the Thin Clown's chest.

Batman catches the bomb, then slams the Clown to the
ground with the back of the sword. Flinging away the
sword, Batman goes searching for his super-batarang.

EXT. SHRECK'S DEPARTMENT STORE--NIGHT

Catwoman saunters up to the door of a closed Shreck's
department store and punctures the Shreck Kitten logo on
the glass, with her talons.

INT. DARKENED DEPARTMENT STORE--NIGHT

Catwoman dashes down an aisle, shredding the priceless
blouses of a gauntlet of pouting mannequins. She twists
up the volume on a stereo, blasting cool jazz. She
stamps atop a jewelry case in a girlish tantrum.

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

At the sound of shattering, a PAIR OF SECURITY GUARDS
round a corner to see Catwoman now merrily bouncing on
a trampoline in Physical Fitness.

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

SECURITY ONE
Who is she? What is she?

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

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

The Guards have unholstered. Before they can fire,
Catwoman swooshes down, thrashing them to the ground.
Then cartwheels to a wall tile that she bashes open,
revealing a propane tank behind it. She talons off a
hose, letting gas hiss away ...

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

CATWOMAN
You're overpaid. Hit the road.

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

EXT. GOTHAM PLAZA--NIGHT

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

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

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

TATTOOED STRONGMAN
You call that a...

The Tattooed Strongman stops laughing when he looks down
and sees that Batman has attached the Thin Clown's bomb
to the Not-so-Strongman's leopard skin. Batman gives him
a calm, firm push into an open manhole.

An explosion geysers out of it. Batman turns from the
blast at the precise moment Penguin meanders out of the
darkness, casually shaking debris off his umbrella. They
stop dead at the sight of each other.

BATMAN
Admiring your handiwork?

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

BATMAN
You're not the Mayor.

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

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

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

PENGUIN
Better than you know, Bat-boy.

BATMAN
What're you really after?

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

BATMAN
(cold smile)
Things change.

Penguin is fashioning a retort, when both men suddenly
turn, mesmerized, to the sight of Catwoman coming toward
them from out of Shreck's department store, startling
back flip by startling back flip. She does a final
somersault and lands on her feet, ten yards away.

CATWOMAN
(dry enunciation)
Meow.

The department store behind her goes up with a glowing
roar. Batman and Penguin are knocked back. Both men
quickly regain their balance. But neither can speak,
right away. Presently:

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

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

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

EXT. BUILDING ROOFTOP--NIGHT

Batman storms up the last of the fire escape and passes
Catwoman, curled atop a rooftop power shack. When she
speaks, Batman turns to see her slink down. Disarming
patches of flesh are revealed all over her battle-ripped
outfit.

CATWOMAN
Where's the fire?

BATMAN
"Shreck's." You --

Catwoman launches a brutal kick in Batman's face. Batman
vibrates back a few steps, then comes forward and slams
Catwoman into a whimpering ball. She looks up, shocked.

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

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

Catwoman spins, pounding Batman off the ledge. Then
lashes out her whip, coiling it around Batman's flapping
arm. With both hands, she jerks him up. Lashes her end
of the whip to a weather vane.

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

BATMAN
(grimaces)
Hanging on every word.

CATWOMAN
Good joke. Wanna hear another one?

Batman nods: Lay it on me.

CATWOMAN
The world tells boys to conquer the
world, and girls to wear clean
panties. A man dressed as a bat
is a he-man, but a woman dressed
as a cat is a she-devil. I'm just
living down to my expectations.
Life's a bitch -- now so am I.

She runs her talons over the whip-lifeline. Meantime
with his free arm, Batman reaches into his bat belt and
pulls out a plastic mini-test tube with a blue fluid on
top, red fluid on the bottom, separated by a thin barrier.

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

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

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

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

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

BATMAN
...four, five.

He lobs the now-bubbling tube as Catwoman starts to sever
the whip. The mixture explodes against her forearm. She
SHRIEKS like a dying cat and soars down onto the next
ledge, barely.

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

CATWOMAN
Who are you? Who's the man behind
the bat? Maybe he can help me
find the woman behind the Cat.
(pressing armor)
That's not him ... Ah, here you
are ...

Her talons poise at the edge of Batman's armor, just above
the waist. Suddenly Catwoman thrusts. Batman ROARS with
pain and fiercely swats Catwoman away -- off the building!

BATMAN
-- No --

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

EXT. GOTHAM STREET--NIGHT

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

EXT. TRUCK (MOVING)--NIGHT

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

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

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

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

INT. THE BAT CAVE--NIGHT--LATER

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

BATMAN
The bitch.

Then he buzzes for his butler.

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

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

BATMAN
My ego, mostly.

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

BATMAN
... Meow.

INT. SHRECK OUTER OFFICE--NEXT DAY

Selina sits at her desk. The old Post-its are now
replaced. The new ones read "Defy Authority," "Take No
Prisoners" and "Expose The Horror." A buzzing fly
distracts her as she works ... without looking up, her
hand nails the little pest with feline precision. With
her other hand she grabs a carton of lowfat milk. Then
impatiently stands ...

INT. SHRECK CONFERENCE ROOM--DAY

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

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

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

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

Max nods -- sure, sure -- then sips his coffee. And
spits a live cockroach from his mouth!

Both Max and Chip GAG as it crawls across the table.

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

With that she turns, and saunters out.

EXT. CAMPAIGN HEADQUARTERS--NOON

After last night's rampage, the curtain has come off the
window, revealing the storefront as the nucleus of a new
political movement. Twin banners read: "Oswald Means
Order" and "Cobblepot Can Clean It Up."

INT. CAMPAIGN HEADQUARTERS--NOON

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

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

ANGLE--AGGRESSIVE REPORTER

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

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

BACK TO PENGUIN

As he concludes his exhortation to the throng:

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

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

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

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

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

Then, as he struts upstairs:

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

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

In sordid contrast to the gleaming h.q. below. The
Organ Grinder supervises construction of various arcane
weaponry. As Penguin enters, the Fat Clown pops in his
face.

FAT CLOWN
Hey Penguin, there's a --

Penguin savagely stomps on the Clown's oversized shoe.

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

He continues on, still musing:

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

The KNIFETHROWER DAME blocks his path.

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

She nods at Penguin's bed, in the corner. He lights up
as he sees Catwoman, sexily curled up on the mattress.
(Hanging above is a birdcage, where Penguin's filthy
CANARY intermittently SHRIEKS.)

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

Catwoman sits up, languidly stroking her shoulders.

CATWOMAN
Chilly in here.

In fact there are twin air conditioners, on adjacent
walls, both aimed at the bed and going full blast.

PENGUIN
I'll warm ya! I got hot mitts --!

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

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

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

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

Catwoman ironically takes in the sociopathic chaos. Then
stands.

CATWOMAN
My mistake.

Penguin sits her back down.

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

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

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

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

PENGUIN
We're gonna disassemble his spiffy
old Batmobile, then reassemble it
as an H-bomb on wheels. Capiche?
Yesterday's victor is tomorrow's
vapor.

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

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

PENGUIN
Y'mean frame him?

CATWOMAN
You're quick. Mayor Cobblepot.

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

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

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

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

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

PENGUIN
Those names are not for prying eyes!

And suddenly it hits him:

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

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

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

Catwoman coolly spits out the canary, which flutters off.

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

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

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

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

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

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

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

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

EXT. WAYNE MANOR--THAT NIGHT

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

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

INT. WAYNE MANOR LIVING ROOM--NIGHT

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

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

Alfred notices his boss quietly seething.

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

Bruce quietly tells the preening image on the screen:

BRUCE
You're very subtle, "Oswald."

Then moodily clicks OFF the TV.

EXT. THE SHOPS OF GOTHAM PLAZA--DAY

NAIVELY GIDDY CHILDREN and GUARDEDLY AMUSED PARENTS
browse a damaged but not defeated line of Plaza shops.
Father, Mother, and Boy--A FAMILY HIGHLY REMINISCENT OF
YOUNG BRUCE WAYNE AND HIS DOOMED PARENTS--drift to a
magically intact toy store window.

Bruce Wayne sidles up beside them and sadly contemplates
the cozy menage. He turns and looks, not through the
window, but at it, at the reflection of himself.

In the corner of the window reflection is a reflection of
Selina Kyle standing across the street. Her back turned,
she is also looking toward a store window. Noticing her,
Bruce turns from his window.

EXT. THE STORE ACROSS THE STREET--DAY

Selina grimly stares at her reflection. And asks
herself:

SELINA
Why are you doing this?

Bruce touches her shoulder, startling her.

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

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

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

SELINA
(halfhearted)
Treat to be here.

They begin to stroll, together.

BRUCE
What's the story? Holiday blues?

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

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

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

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

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

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

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

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

Bruce glances at her, surprised.

BRUCE
You almost sound enthusiastic.

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

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

SELINA
No darker than yours, Bruce.

BRUCE
(muses)
Well, I'm... braver at night, if
that's what you mean...

SELINA
(surprised, glances over)
Yeah? Me too...

They pass the stage where, the Ice Princess is being re-
briefed on the difficult job of pressing the gaily multi-
colored button whose wires lead to the tree.

BRUCE
... Maybe I'll watch it on TV.

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

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

SELINA
(laughing)
Yes and no...

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

INT. ICE PRINCESS' DRESSING ROOM TENT--NIGHT

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

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

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

ICE PRINCESS
(cold)
Who are you?

PENGUIN
Talent scout.

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

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

ICE PRINCESS
What is that, a camera or
something?

PENGUIN
Say cheese.

The Ice Princess strikes a pose.

INT. WAYNE MANOR LIVING ROOM--EVENING

Nat King Cole on the stereo, does his romantic Yuletide
thing. Bruce and Selina, in matching mellow-melancholy
moods, sit close on the couch opposite a blazing hearth.

Alfred refills their eggnog, then discreetly ducks out.

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

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

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

BRUCE
Had one. Didn't work.

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

BRUCE
Nope, I told her everything.

SELINA
And the truth frightened her?

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

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

BRUCE
Photojournalist.

SELINA<