Disclaimer: Batman is the creation of artist Bob Kane and writer Bill Finger, and is the property of DC Comics. Copyrights of all TV and movie adaptations of Batman and all related characters are owned by Warner Brothers Entertainment.

The Punisher was created by writer Gerry Conway and artists John Romita Sr and Ross Andru, with publisher Stan Lee, and is the property of Marvel Comics. Copyrights of all television and movie adaptations belong to Marvel Studios, which is in turn owned by Walt Disney Studios.

I own nothing but the stories in my head. This story was written as an act of love for both characters, and was done for sheer enjoyment, not for profit. As I have never been paid to print this story, no copyright laws have been violated, intentionally or otherwise. Please don't sue me, because I am very poor and would be unable to pay any settlements, even if a judge were to order me to.

However, if any of the above parties wish to publish my story as a DC/Marvel crossover, or perhaps produce a straight to DVD animated movie, I would be more than happy to accommodate them. Of course, I would insist on getting a fair share of the royalties from any and all copies sold.

BATMAN

VS

PUNISHER

Chapter One

It's night time in Gotham City. The rain is coming down hard in sheets, the wind blowing it at such a steep angle that carrying an umbrella is useless. Lightning brightens the night sky, making the ominous building in the distance more noticeable. Moments later, thunder roars in the heavens. It's like a scene from some campy slasher flick. No sane person would ever be out on a night like this. But then, this is Arkham Asylum. Few sane people are to be found in this area of Gotham. Years ago, when Europe was still settling this part of the continent, this structure was a military fortification, designed to protect the new community of Gotham from outside invaders. Years after it had stopped being a military instillation, it had been converted into a maximum security prison. It was second only to Alcatraz in its reputation for being escape proof. Then it was closed down again. Years went by, and it was finally bought by renowned psychiatrist, Dr. Jeremiah Arkham, who converted it into a maximum security hospital for the criminally insane. Now Arkham Asylum is where the most dangerous of the criminally insane are housed. There is no hope of rehabilitation for these criminals. This is where they're kept away from society, hopefully until the day they die of old age.

Inside the asylum, all is quiet. The nurses have walked their rounds. The orderlies are playing cards in the break room. The guards are checking the main entrance and the emergency exits. In the guard room, one guard, a heavy set former navy officer named Charles, is keeping his eyes on the monitors. Each monitor holds the image of an occupied cell. One monitor has the image of Harvey Dent, otherwise known as Two Face, once a respectable district attorney, now a demented madman. On another monitor is Victor Zsasz, a serial killer who carves tally marks into his own body. Right now there is scarcely an inch of flesh which isn't scarred. Another monitor has the image of Waylon Jones, a.k.a. Killer Crock, pacing his cell. But worst of all, was The Joker. No one knows his real name. He refuses to tell anyone what it is. For all anyone knows, he doesn't even remember himself. He sits in his cell, bound in a straight jacket, and just stares at the camera. His face perpetually frozen in that horrific grin. Apparently the nerves in his face were damaged by the chemicals that turned his hair green, skin white, and lips bright red. But that stare . . . Charles remembered watching the movie Psycho on TV as a kid. He always thought that Anthony Perkins' grinning stare at the movie's end, after Norman Bates was captured, was the scariest thing he'd ever seen. Then he started working at Arkham Asylum, and now nothing is as scary as that damned grin. The Joker is considered to be so dangerous, he practically has an entire wing of the asylum to himself. Suddenly there's a loud explosion, somewhere in the asylum. He grabs his radio.

"Frank!" he shouts into the radio, "What happened? Where are you? What's happening?"

There's no answer, only static. He turns and looks at the monitors. One camera, which is set to monitor one of the emergency exits, has been rendered inoperative. The alarms are blaring. The orderlies and nurses all head to the panic room. The guard in the monitoring room quickly looks through the monitors which are recording the hallways. One by one the hall cameras go off line.

"There's an intruder in Sector 7-G!" says the guard in the monitoring station into his radio, "I repeat, there's an intruder in Sector 7-G! Everyone get down there right now! This is a lock-down! I repeat, this is a lock-down! Frank might be hurt, so be careful!"

"Copy that," says a crackling voice over the static on the radio.

"Ten Four," replies another guard.

"On our way," says a third.

The guard sits tight in the monitoring room. The hallway cameras keep going offline, one by one. The guard sees a pattern to the destruction of the cameras. He grabs his radio again.

"He's heading towards the cells!" he says, "Cut him off! Don't let him reach the cell-block!"

"Copy that," says one of the guards over the radio.

"Roger," says another.

"Ten . . . Hey! Stop right there!"

Gunfire echoes through the halls. Charles looks at the monitors, trying to figure out what's happening. He sees the other guards running to where the gunfire was taking place, their revolvers drawn. He hears more gunfire. Then, all is silent. He looks at each monitor, trying to catch sight of the intruder. The monitors showing the halls have all gone blank. Only the cameras in the cells seem to be working. Several of the patients seem to be agitated, as though upset by the intruder's presence. Then he notices The Joker's cell. Joker is laughing. Not just grinning that crazed, maniacal grin, but howling with laughter. Charles draws his gun and runs off towards the scariest madman in the asylum.

The Joker sits in his cell, laughing hysterically. A second later, the door to his cell blasts open with an ear ringing explosion. When the smoke clears and the dust settles, Joker's longtime partner, Harley Quin, steps into the doorway, dressed in her typical skin tight, black and red, court jester's outfit.

"Rise and shine, Puddin'!" she calls out.

"Harl, my girl!" says Joker, "Such lovely fireworks. You really went all out."

"Nothin's too good for my Mister J," says Harley.

"Do me a favor, 'Puddin'', and get me out of this damned straightjacket," says Joker, "I couldn't even touch myself while I was thinking of you."

"You was thinkin' of me?" asks Harley, as she pulls out a long sharp knife, "Aw, Puddin'!"

And she goes immediately to work, cutting the leather straps that hold The Joker's arms in place. Soon he's able to free himself from the heavy canvas restraint. He swoops Harley up in a big hug and plants a passionate kiss on her lips.

"Free at last!" he says, "Free at last! Thank God almighty, I'm free at last!"

Joker and Harley leave the cell, only to come face to face with Charles and his .357 Magnum.

"Now you two hold it right there," he says, "The cops'll be here any minute now."

"Well whoop-tee-doo," says Joker, "Like that's ever stopped me before."

"Yeah?" says Charles, "Well maybe I'll just plug ya one right here and now, call it self defense. Your girl there disabled all the cameras. Ain't no one gonna know any different."

"Guess he's got us, Mister Jay," says Harley.

Joker lets out an exaggerated sigh, "I suppose so."

"Alright," says Charles, as he begins to feel he's in control, "Get your hands up!"

Joker raises his hands, but Harley hesitates. Charles points his gun directly at her.

"You too, miss!" he says, "Both hands, right now!"

Harley raises her hands as he asked. In one hand she's holding the knife she used to cut Joker free from his straightjacket. In the other, she's holding what appears to be some sort of remote control device. Charles swallows hard in an attempt to regain his composure.

"Alright, drop 'em!" he tells her.

Harley lets her arms drop to her sides, but doesn't drop the remote or the knife.

"I said hands up!" shouts Charles.

Again, Harley raises her hands, still holding the remote and the knife.

"Now drop 'em!" says the guard.

Once again, Harley drops her hands down to her sides without dropping the knife or the remote.

"No! Keep your hands up!" shouts Charles, who by now is getting very frustrated.

"Well jeez, fella," says Harley, "Make up your mind, will ya?"

"Keep your hands up," says Charles in the calmest voice he can muster, "But drop what you have in them."

"Oooooh," says Harley, as though that possibility had never occurred to her, "Okily-dokily!"

She drops the two objects on the floor. No sooner does the remote device hit the floor than a series of explosions echo throughout Arkham. Instinctively, Charles looks behind him to try and see what happened. He looks back to Harley and Joker almost immediately, only to find himself staring down the barrels of two ridiculously large revolvers.

"Whattayasay, Mister Jay?" asks Harley.

"I say we put this poor fat slob out of his misery," says Joker, and he pulls the trigger of his gun.

Charles flinches at what he thinks is going to be the end of his life. But instead of a bullet, a little flag pops out of the gun which reads 'Bang! Bang!'. Both Joker and Harley laugh hysterically. As soon as Charles realizes the gun was a fake, he visibly relaxes a bit. He even gives the two crazy villains a bit of a grin. Then Harley shoots him with her gun, blowing his head clean off.

"Oooooo, that was messy," says Joker, and he and Harley start laughing all over again.

"I brought your stuff, just like ya wanted Mister Jay," says Harley.

"Great job, girl," replies Joker, "Now let's have some fun." And the two of them step over Charles' corpse and walk off down the hall.

Later that night, the police are on the scene at Arkham. The medical examiner has declared all of the staff dead, and E.M.T.s are taking them to the morgue. Detective Harvey Bullock is overseeing the crime scene, while Officer Renee Montoya is left in charge of keeping the reporters out of the way. Commissioner James Gordon enters the crime scene and immediately approaches Bullock.

"What have we got Detective?" he asks him.

"Five dead guards, four dead nurses, and six dead orderlies," replies Bullock.

"Do we know who did it?" asks Gordon.

"Take a guess," says Bullock as he stops the E.M.T.s from leaving with a body.

The bulky detective unzips the body-bag and reveals the face of the person inside. It's one of the nurses, her face frozen in a sick mockery of a smile. The effects of Joker's deadly toxin some call 'Smyl-X'.

"Damn," says Gordon, and he quickly zips up the body-bag again.

"They took refuge in the panic room as soon as the shit hit the fan," says Bullock, "Somehow Joker and Quin managed to pump that Smyl-X stuff into the room through the air vents. They all died laughing."

"Do we know how many escaped?" asks the commissioner.

"We're still tryin' to figure that out," admits the detective, "Why the hell would Joker want to release the rest of them nuts into Gotham anyway?"

"Probably thinks it's funny," says Gordon, "That, or it's a diversionary tactic. Keep us chasing everyone but him and his girl."

"What the hell does Quin see in that clown anyway?" asks Bullock.

"Maybe he makes her laugh," says Gordon, "Or maybe she just has a thing for the bad boys."

"Barbara ever go through that phase?"

"No, thank God," says Gordon, "And I pray she never does."

"So what now?" asks the detective.

"Keep collecting evidence," says Gordon, "I'm going up to the warden's office to see if I can figure out who managed to escape."

James Gordon heads up the stairs to the warden's office. As he opens the door he sees that the office window is wide open, the blinds bouncing off the window pane as the wind blows them. The commissioner heads over to the desk and sits down. He can tell by the heat of the hard drive that the computer had recently been used. He sees that the warden is a smoker, an ashtray full of cigarette butts is sitting on the desk. The commissioner pulls out his silver cigarette case that his wife gave him for their 25th wedding anniversary and takes out a smoke. He lights it with the Zippo that he's had since his days in the army. He takes a deep drag of his cigarette and leans back in the cushy office chair. He exhales the smoke and closes his eyes.

"So how bad is it?" he asks the darkness.

"Bad," says a raspy voice from the shadows, "Some of my worst enemies managed to break free."

"How many?"

"Enough," replies the voice.

"And where were you during all of this?" asks the commissioner.

"The Thomas Wayne Memorial Children's Hospital."

"Visiting sick kids while Harley Quin was breaking her boy toy out of the nut house?"

"In a manner of speaking," replies the voice. The man steps from the shadows, dressed head to toe in a dark gray Kevlar bodysuit. He wears black trunks over top the Kevlar, black boots, black gloves, a long black cape and cowl, with a mask designed to make him look like a giant bat. He wears a bright yellow belt around his waist with several pouches for keeping all of his incredible gizmos. And on his chest is a bat emblem set on an oval yellow shield. He is the Batman, The Dark Knight, The Caped Crusader, amongst other things. But most importantly, he was Commissioner Gordon's friend.

"Something like that, Jim," says Batman, "Actually, I was disarming several bombs that Harley Quin had set up throughout the hospital."

"What?" says Jim, "Why haven't I heard about this?"

"Because I couldn't risk telling you," he replies, "She said that if she detected any police within a three block radius of the hospital, she would blow it up. I thought it might have been a diversion, but I couldn't risk innocent lives."

"Were there even any real bombs at the hospital?"

"Yes. But whether or not she had the ability to detonate them from Arkham I don't know. But I disabled all of the timers and removed the detonators. I'll detonate the bombs safely in my Batcave later."

"So don't you have anything for me and my men?"

"Of course," says Batman, and he tosses a file onto the desk, "That is a complete list of all of the people who have escaped tonight. I've included my own lists of known associates, likely hideouts, and aliases that they're known for using. With any luck, we can catch them all before they cause too much damage."

James Gordon picks up the file and looks through a few pages. There's information here that they don't even have back at the precinct.

"Thanks," he says, "and what will you . . ." but when he looks back up, Batman is gone, " . . .be doing," he finishes to the empty room.

At the edge of town, crossing the Gotham City limits and heading straight into downtown, rumbles a big, black, nondescript van. It's driver is a middle aged man, with a strong jawline and short black hair. He's wearing a black leather trench coat. His eyes are steel gray, hard, and almost emotionless. But behind those eyes is a seething rage. And he's bringing that rage to Gotham.